Beverly Hills City Council
August 19, 2025

AGENDA REPORT
Meeting Date: August 19, 2025
Item Number:

To: Honorable Mayor & City Council
From: Jeff S. Muir, Director of Finance
Michael D. Forbes, Director of Community Development
Andre Sahakian, Project Manager – Major Projects
Subject: PUBLIC HEARING REGARDING INTENTION OF THE CITY COUNCIL

OF THE CITY OF BEVERLY HILLS TO FORM COMMUNITY
FACILITIES DISTRICT NO. 2025-1 OF THE CITY OF BEVERLY HILLS (ONE BEVERLY HILLS), TO DESIGNATE IMPROVEMENT AREAS NO. 1 AND 2 THEREIN, TO LEVY SPECIAL TAXES THEREIN AND TO

AUTHORIZE BONDED INDEBTEDNESS

FOLLOWING THE PUBLIC HEARING, THE CITY PROPOSES TO

CONDUCT AN ELECTION OF THE LANDOWNERS IN THE

COMMUNITY FACILITIES DISTRICT TO APPROVE THE SPECIAL

TAXES AND AUTHORIZE THE BONDED INDEBTEDNESS

RESOLUTION OF THE COUNCIL OF THE CITY OF BEVERLY HILLS
ESTABLISHING COMMUNITY FACILITIES DISTRICT NO. 2025-1 OF

THE CITY OF BEVERLY HILLS (ONE BEVERLY HILLS) AND

IMPROVEMENT AREAS THEREIN, AUTHORIZING THE LEVY OF

SPECIAL TAXES AND CALLING A SPECIAL MAILED BALLOT

ELECTION WITHIN EACH IMPROVEMENT AREA AND APPROVING

AND AUTHORIZING CERTAIN ACTIONS RELATED THERETO

RESOLUTION OF THE COUNCIL OF THE CITY OF BEVERLY HILLS

ACTING AS THE LEGISLATIVE BODY OF COMMUNITY FACILITIES
DISTRICT NO. 2025-1 OF THE CITY OF BEVERLY HILLS (ONE

BEVERLY HILLS) DETERMINING THE NECESSITY TO INCUR
BONDED INDEBTEDNESS WITHIN IMPROVEMENT AREA NOS. 1
AND 2 OF COMMUNITY FACILITIES DISTRICT NO. 2025-1 OF THE

CITY OF BEVERLY HILLS (ONE BEVERLY HILLS) AND CALLING

SPECIAL MAILED BALLOT ELECTIONS THEREIN

RESOLUTION OF THE COUNCIL OF THE CITY OF BEVERLY HILLS,

ACTING IN ITS CAPACITY AS THE LEGISLATIVE BODY OF
Meeting Date: August 19, 2025

COMMUNITY FACILITIES DISTRICT NO. 2025-1 OF THE CITY OF

BEVERLY HILLS (ONE BEVERLY HILLS) CERTIFYING THE

RESULTS OF ELECTIONS HELD WITHIN IMPROVEMENT AREA
NO. 1 AND IMPROVEMENT AREA NO. 2

ORDINANCE OF THE CITY OF BEVERLY HILLS, CALIFORNIA

ACTING IN ITS CAPACITY AS THE LEGISLATIVE BODY OF
COMMUNITY FACILITIES DISTRICT NO. 2025-1 (ONE BEVERLY

HILLS) OF THE CITY OF BEVERLY HILLS AUTHORIZING THE LEVY OF SPECIAL TAXES WITHIN IMPROVEMENT AREA NO. 1 AND
IMPROVEMENT AREA NO. 2
Attachments: 1. Resolution of the Council of the City of Beverly Hills Establishing Community Facilities District No. 2025-1 of the City of Beverly Hills (One Beverly Hills) and Improvement Areas therein, authorizing the levy of special taxes and calling a special mailed ballot election within each Improvement Area and approving and authorizing certain actions related thereto.

2. Resolution of the Council of the City of Beverly Hills acting as the legislative body of Community Facilities District No. 2025-1 of the City of Beverly Hills (One Beverly Hills) determining the necessity to incur bonded indebtedness within Improvement Area Nos. 1 and 2 of Community Facilities District No. 2025-1 of the City of Beverly Hills (One Beverly Hills) and calling special mailed ballot elections therein.

3. Resolution of the Council of the City of Beverly Hills, acting in its capacity as the legislative body of Community Facilities District No. 2025-1 of the City of Beverly Hills (One Beverly Hills) certifying the results of elections held within Improvement Area No. 1 and Improvement Area No. 2

4. Ordinance of the City Council of the City of Beverly Hills, California acting in its capacity as the legislative body of Community Facilities District No. 2025-1 (One Beverly Hills) of the City of Beverly Hills authorizing the levy of special taxes within Improvement Area No. 1 and Improvement Area No. 2

5. Certificate of Los Angeles County Registrar of Voters

6. Landowner Waivers

7. Community Facilities District Hearing Report

8. Draft of Acquisition, Funding and Disclosure Agreement with the landowners, OWR Hotel Owner, LLC and BH Luxury
Residences, LLC

9. Draft of City Facilities Funding Agreement OWR Hotel Owner LLC and BH Luxury Residences LLC

10. Public Correspondence
Meeting Date: August 19, 2025

RECOMMENDATION
Following the public hearing, it is recommended that the City Council consider the resolutions required to formally establish the Community Facilities District, which will then be subject to a vote by the landowners.

More specifically, it is recommended that the City Council receive, and the City Clerk file with these proceedings, the Community Facilities District Hearing Report and conduct a public hearing regarding (a) the establishment of Community Facilities District No. 2025- 1 (One Beverly Hills) (“CFD No. 2025-1” or “CFD”) and Improvement Area Nos. 1 and 2 therein; (b) the extent of CFD No. 2025-1; (c) the levy of special taxes within each of the Improvement Areas; (d) the acquisition and construction of facilities and the provision of services; (e) the authorization of bonded indebtedness for each Improvement Area; and (f) other matters set forth in Resolution Nos. 25-R-13554 and 25-R-13555, adopted by the City Council on July 15, 2025. If following such public hearing, no landowner majority protest has been filed pertaining to the items (a) through (e) above, adopt the following resolutions:

1. Resolution of the Council of the City of Beverly Hills Establishing Community Facilities District No. 2025-1 of the City of Beverly Hills (One Beverly Hills) and Improvement Areas therein, authorizing the levy of special taxes and calling a special mailed ballot election within each Improvement Area and approving and authorizing certain actions related thereto.

2. Resolution of the Council of the City of Beverly Hills acting as the legislative body of Community Facilities District No. 2025-1 of the City of Beverly Hills (One Beverly Hills) determining the necessity to incur bonded indebtedness within Improvement Area Nos. 1 and 2 of Community Facilities District No. 2025-1 of the City of Beverly Hills (One Beverly Hills) and calling special mailed ballot-elections therein.

Following the adoption of the above resolutions, staff recommends that the City Clerk conduct the special mailed-ballot election to be held within the Improvement Areas of CFD No, 2025-1 to enable the qualified electors of CFD No. 2025-1 to consider the ballot measures regarding (a) authorization to levy special taxes within each Improvement Area within CFD No. 2025-1, (b) the authorization to issue bonds secured by the levy of such special taxes and (c) the establishment of an appropriations limit for each Improvement Area within CFD No. 2025-1. The City Clerk shall close the election by 11:00 p.m. on the election day, provided the election will be closed earlier if all of the qualified electors have voted. If the results of the special mailed-ballot election reveal that the measures have received the affirmative vote of two-thirds of the votes cast, Staff recommends that the City Council take the following actions:

3. Adopt a Resolution of the Council of the City of Beverly Hills, acting in its capacity as the legislative body of Community Facilities District No. 2025-1 of the City of Beverly Hills (One Beverly Hills) certifying the results of elections held within Improvement Area No. 1 and Improvement Area No. 2

4. Waive the full reading and introduce by title only the ordinance entitled: Ordinance of the City Council of the City of Beverly Hills, California Acting in its Capacity as the Legislative Body of Community Facilities District No. 2025-1 (One Beverly Hills) of the City of Beverly Hills Authorizing the Levy of Special Taxes Within Improvement Area No. 1 and Improvement Area No. 2
Meeting Date: August 19, 2025

INTRODUCTION
The One Beverly Hills project is a large-scale, mixed-use luxury development encompassing residential, hotel, commercial, and public open space components. OWR Hotel Owner, LLC and BH Luxury Residences LLC (collectively the "Developer"), have petitioned the City to form Community Facilities District No. 2025-1 of the City of Beverly Hills (One Beverly Hills) ("CFD No. 2025-1" or “CFD”) pursuant to the Mello-Roos Community Facilities Act, as amended, Chapter 2.5 of Part 1 of Division 2 of Title 5, Commencing with Section 53311, of the California Government Code (the “Mello-Roos Act”) to assist in financing certain public infrastructure improvements and ongoing maintenance services associated with the project. The Mello-Roos Act permits local agencies like the City of Beverly Hills to establish CFDs to finance public improvements and services through the levy of special taxes only on properties benefiting from these improvements and services.

This staff report outlines the next step in the CFD process, including the adoption of resolutions by the City Council forming the CFD and Improvement Area Nos. 1 and 2 within the CFD and declaring the necessity to incur bonded indebtedness. These resolutions may be considered for approval after the public hearing to be conducted to allow for community input in the absence of a majority protest. In the absence of a majority protest, the City Clerk may conduct a landowner election on the levy of special taxes within the Improvement Areas, the authorization of bonded indebtedness, and the establishment of an appropriations limit for each Improvement Area. Following the election, the City Council may consider for approval a resolution certifying the election results and, if the measures are approved by a 2/3 vote of the qualified electors in each Improvement Area, who are the landowners, introduce an ordinance levying the special taxes. The City Council held an introductory study session on May 20, 2025, where general information about CFDs was presented by the City's Bond Counsel, Stradling Yocca Carlson & Rauth, and the City Council adopted resolutions of intention to establish the CFD and the Improvement Areas and to incur bonded indebtedness on July 15, 2025 (Resolution No. 25-R-13554 and No. 25-R-13555), and set the date and time of tonight’s public hearing.

The Developer has indicated that the formation of CFD No. 2025-1 is a critical and timesensitive component of their overall capital stack for the One Beverly Hills project. While the formation of the CFD is requested expeditiously, the actual issuance of any bonds by the CFD would occur at a later date, likely closer to project completion (anticipated around 2028) and would require separate future City Council approval.

Since the July 15th meeting, staff have received and reviewed public commentary regarding the proposed CFD. The Discussion section of this report provides clarification on key topics raised by the community.

Meeting Date: August 19, 2025

DISCUSSION
A CFD is a legally distinct public entity governed by the City Council. Special taxes levied within a CFD are restricted in use to financing specific public facilities and services as outlined in the formation documents and the Mello Roos Act. CFD bonds are not debts of the City or its general fund; they are special limited obligations of the CFD secured solely by the special taxes collected from properties within the CFD; they do not impact the City’s borrowing capacity; and they do not impact the City’s credit rating. The City's last CFD formation was in 2002 for streetscape improvements in the Business Triangle and the most recent CFD bond sale occurred in 2013 for which the City annually administers the special tax levy through bond maturity in 2028. It is important to note that the special taxes for CFD No. 2025-1 will only be levied on properties within the defined boundaries of the CFD; Beverly Hills taxpayers outside of these boundaries will be unaffected by the creation of this CFD.

In November 2024, the City Council approved a Reimbursement Agreement with Oasis BH, LLC. This agreement required the Developer to deposit funds with the City to cover all City costs associated with the CFD formation process, including consultant fees and staff time. These advances are reimbursable to the Developer from future CFD bond proceeds, if and when bonds are issued. If bonds are not issued, the City has no obligation to reimburse the Developer for expended costs.

The City’s CFD Goals and Policies were adopted by the City Council on December 10, 2001. Subsequent to such adoption, the Mello Roos Act was amended to require CFD Goals and Policies to describe the priority of services to be funded by a CFD. At the July 15, 2025 meeting the City’s CFD Goals and Policies were amended to be in compliance with the Mello Roos Act related to the financing of services by the proposed CFD.

Resolutions Adopted at July 15, 2025 City Council Meeting

1. Resolution No. 25-R-13554, Resolution of Intention to Establish CFD No. 2025-1 and Levy Special Taxes: This resolution formally declared the City Council's intent to:
• Establish CFD No. 2025-1: The proposed boundaries encompass the One Beverly Hills project site.
• Designate Improvement Areas: Two Improvement Areas (IAs) are proposed within the CFD:
o Improvement Area No. 1: The parcels including the Beverly Hilton and conference center. The anticipated taxable square footage for IA1 is 455,534 sq. ft.
o Improvement Area No. 2: The parcels including the condominium towers and the Aman hotel. The anticipated taxable square footage for IA2 is 1,222,322 sq. ft.
• Authorize Facilities and Services: The CFD would finance public capital facilities with a useful life of five years or more, and specified services, including but not limited to:
o Facilities: Roadway improvements, tunnels (Merv Griffin Way), parks (including publicly accessible Botanical Gardens), biking trails, storm drains and basins, water and wastewater facilities, utility infrastructure (wet and dry), bridges, and traffic signals.

Meeting Date: August 19, 2025

o Services: Maintenance, repair, replacement, and cleaning of improvements within the Wilshire Blvd and Santa Monica Blvd rights-of-way, Merv Griffin Way, and the publicly accessible portions of the Botanical Gardens (including landscaping, irrigation, lighting, hardscape, and security services).
o Incidental Expenses: Costs for planning, design, engineering, CFD formation, bond issuance, and administration.
• Authorize Levy of Special Taxes: A special tax would be levied annually on parcels within each Improvement Area to pay for the authorized Facilities, Services, Incidental Expenses, and debt service on any bonds issued in accordance with the proposed Rate and Method of Apportionment (RMA) for IA1 and IA2. Key RMA provisions include:
o Taxes are based on Residential Square Footage and Non-Residential Square Footage.
o Fiscal Year 2025-26 Base Facilities Special Tax rates: $7.64 per NonResidential Square Foot and $15.23 per Residential Square Foot for both IAs.
o Fiscal Year 2025-26 Base Services Special Tax rates: $1.91 per NonResidential Square Foot and $3.81 per Residential Square Foot for both IAs.
o Annual escalation of 2% for Facilities Special Taxes. Services Special Taxes escalate by 2% annually prior to the Transition Year, and by a defined Escalator (CPI-based, capped at 5%) in and after the Transition Year.
o The Facilities Special Tax will be levied until the "Transition Year" (earlier of full bond repayment or FY 2071-72); Services Special Taxes may be levied in perpetuity.
o The special tax constitutes a lien on the property, with priority the same as ad valorem property taxes.
• Set Public Hearing: The resolution set the date and time for a public hearing on August 19, 2025 at 7:00 p.m., at which the City Council will hear testimony regarding the CFD formation.
• Approve Amendment No. 1 to the CFD Goals and Policies to address the priority of services to be funded by the CFD.

2. Resolution No. 25-R-13555, Resolution of Intention to Incur Bonded Indebtedness: This resolution declared the City Council's intent to authorize the issuance of bonds for each Improvement Area:
• Purpose of Bonds: To finance the eligible Facilities and Incidental Expenses (including bond issuance costs and reserve funds).
• Maximum Bond Amount:
o Improvement Area No. 1: Not to exceed $100,000,000.
o Improvement Area No. 2: Not to exceed $450,000,000.
• Bond Terms: Maximum interest rate not to exceed 12% per annum (or the legal maximum at time of issuance). Final bond maturity no later than in the 30th calendar year following its date of issuance.

Meeting Date: August 19, 2025

• Security for Bonds: Bonds will be secured by the special taxes levied only on property within the respective Improvement Area.
• Set Public Hearing: This resolution also set the same date and time for the public hearing as the resolution of intention to establish the CFD.

Landowner Election: The City has received a certificate of the Los Angeles County Registrar of Voters (Attachment No. 5) confirming there are no registered voters residing within the boundaries of the proposed CFD. As there are no registered voters within the proposed CFD boundaries, the election to authorize the special taxes and bond issuance will be a landowner election. Each landowner will have one vote per acre or portion thereof owned. A two-thirds (2/3) vote of the landowners is required for approval.

Public Hearing and Tonight’s Actions
Tonight’s Public Hearing will provide the public with an opportunity to provide testimony related to the formation of CFD No. 2025-1 (One Beverly Hills), the designation of the Improvement Areas therein, the levy of special taxes and the incurrence of bonded indebtedness and the Community Facilities District Hearing Report (“CFD Report”) (Attachment 7). The CFD Report describes the CFD boundaries, the rate and method of apportionment of the special taxes to be levied in each Improvement Area, and the facilities and services to be financed by the CFD. The proceedings to establish CFD No. 2025-1 and authorize the special taxes to be levied will be accomplished by the adoption of the resolutions and the Ordinance Levying Special Taxes identified in the recommended actions.

Specifically, the City Council will be asked to consider the following recommended actions:

1. Adopt Resolution of Formation (Attachment 1).

This resolution establishes the boundaries of CFD No. 2025-1 and designates the Improvement Areas, approves the rate and method of apportionment of the special taxes for each Improvement Area to be levied in the Improvement Areas to pay the cost of the facilities and services to be financed by CFD No. 2025-1. It also approves as to form the Acquisition, Funding and Disclosure Agreement (Attachment 8) to facilitate the funding of facilities and the City Facilities Funding Agreement (Attachment 9) relating to the use of the first $10 million of bond proceeds. It also sets out the terms and conditions for a special mailed-ballot election to be conducted by the City Clerk as the election official for a vote to be taken by the landowners of record.

The Los Angeles County Registrar of Voters has certified that there are no registered voters within the proposed CFD, thus the vote will be by the owners of land within the Improvement Areas. After the conclusion of the public hearing, and with City Council approval, the resolution will authorize the City Clerk to conduct an election in each Improvement Area and canvass the results. Provided that the City Council approves the formation of the CFD, the special election will follow. Prior to tonight’s meeting the landowners signed a waiver (Attachment 6) waiving certain timing and other election law requirements for holding an election, and submitted the waiver to the City Clerk which allows the election to be held at tonight’s meeting with the results also determined at this meeting.

Meeting Date: August 19, 2025

2. Resolution Declaring Necessity to Incur Bonded Indebtedness (Attachment 2) This Resolution declares the necessity to incur bonded indebtedness to finance identified public facilities to be financed through the CFD and identifies a maximum proposed debt amount of $100 million for Improvement Area No. 1 and $450 million for Improvement Area No. 2.

After the above resolutions are adopted, the City Clerk will open the ballots and state the results of the special mailed ballot election and the Council will be asked to consider adopting the following resolution:

3. Resolution Declaring the Results of the Special Mailed-Ballot Election for CFD No. 2025-1 and Directing Recording of Notice of Special Tax Lien (Attachment 3)
This resolution confirms the results of the election and directs recording of a notice of the lien of the special taxes. The City Clerk will complete the Canvass and Statement of Results of Election attached as an exhibit to this resolution.

4. Ordinance Authorizing the Levy of Special Taxes (Attachment 4) If the results of the elections reveal that the propositions have received the affirmative vote of two-thirds of the votes cast, the City Council will then be asked to consider moving to waive the full reading of the ordinance and that the ordinance entitled “Ordinance of the City Council of the City of Beverly Hills, California Acting in its Capacity as the Legislative Body of Community Facilities District No. 2025-1 (One Beverly Hills) of the City of Beverly Hills Authorizing the Levy of Special Taxes Within Improvement Area No. 1 and Improvement Area No. 2” be introduced and read by title only.

This Ordinance authorizes the levy of a special tax on taxable parcels of real property that are within the boundaries of CFD 2025-1 on the secured property tax roll of Los Angeles County.

Conclusion and Next Steps
The City Council may establish CFD No. 2025-1 only after conducting the public hearing and only if no majority protest of the landowners to establishment of CFD No. 2025-1 or the levy of special taxes is filed. Following tonight’s public hearing, the proposed schedule to complete the formation of the CFD is as follows:
• Record the Notice of Special Tax Lien within 15 days after tonight’s meeting • Second Reading and Adoption of Ordinance levying Special Tax, scheduled for September 9, 2025
• Effective Date of Special Tax Ordinance (12:01 a.m. on the 31st day after adoption, anticipated to be October 10, 2025
The resolutions and related documents have been prepared and reviewed by the City’s finance team, which includes bond counsel, disclosure counsel, municipal advisor, and special tax consultant.

Meeting Date: August 19, 2025

A key document that will govern the future use of bond funds is the Acquisition, Funding, and Disclosure Agreement. This agreement serves as the formal contract between the City and the Developer. It will define the terms by which the Developer is reimbursed from bond proceeds for constructing the public facilities to the City's official standards. This agreement is presented in substantially final form and the resolution forming the CFD authorizes and directs the Mayor to execute the agreement in substantially the form on file with the City Clerk, together with such changes as are approved by the Mayor in consultation with the City Attorney and Bond Counsel, with the approval of such changes to be conclusively evidenced by the execution and delivery thereof. This document was drafted by Bond Counsel with input from the City Attorney’s office, and the Community Development Department. This agreement, along with the City Facilities Funding Agreement between the City and Developer, provides the mechanics for the City to receive the first $10,000,000 in bond proceeds. The City Facilities Funding Agreement is also presented in substantially final form and the resolution forming the CFD authorizes and directs the Mayor to execute the agreement in substantially the form on file with the City Clerk, together with such changes as are approved by the Mayor in consultation with the City Attorney and Bond Counsel, with the approval of such changes to be conclusively evidenced by the execution and delivery thereof.

Addressing Previous Council Discussion Points and City Potential Financial Liability: During the May 20, 2025, City Council Study Session, several important topics were raised regarding the City's potential liability and the nature of CFD financing. • City's Financial Non-Liability for Bonds: Staff reaffirms that CFD bonds are special, limited obligations of the CFD, payable solely from the special taxes levied on property within the CFD. The City's General Fund is not liable for repayment of these bonds. The City’s bonding capacity and credit rating are not affected by any CFD bonds. Administrative expenses of the CFD are designed to be paid from special tax revenues or bond proceeds, prioritized over debt service. • Breakdown of the Not-to-Exceed Bond Authorization: Staff has received public commentary regarding the proposed 'not-to-exceed' bond authorization of $550 million and wishes to clarify its components. The total authorization is comprised of two distinct parts:

1. Developer Project Reimbursement (~$390 million): The Developer has requested approximately $315 million in net proceeds to reimburse the cost of constructing the approved public improvements (gardens, tunnels, etc.). To account for bond issuance costs, reserve funds, and potential fluctuations in interest rates at the time of future issuance, the City’s financing team advises that a gross bond authorization of approximately $390 million is necessary to reliably generate the Developer's requested net amount.

2. Future City Flexibility (~$160 million): The additional $160 million in authorization was included by the financing team to provide the City with longterm flexibility. This capacity would give a future City Council the ability to finance major repairs, replacements, or enhancements to public infrastructure in proximity to the One Beverly Hills project site decades from now by leveraging the existing CFD structure. Without this pre-approved capacity, any significant future financing would require a new election of the qualified electors, which will be registered voters in the CFD if there are more than 12 registered voters, which would be a difficult task.

Meeting Date: August 19, 2025

• Staff acknowledges that this rationale for including additional capacity for future City benefit was not clearly articulated in the July 15th staff report, which may have led to public confusion.

Therefore, the City Council has a clear policy decision to consider during the public hearing.
o Option A: Approve the resolutions with the $550 million authorization. This action would secure a long-term financing tool for the City's future needs, as described above.
o Option B: Reduce the authorization to an amount closer to the developer's immediate needs (approximately $390 million). This action would address the public concerns that have been raised about the 'half-billion dollar' figure but would forgo the City's long-term financing flexibility for these public assets.

While the formal recommendation is to approve the resolutions as presented, staff is prepared to amend the resolutions at the meeting should the Council, after hearing public testimony, decide to reduce the bond authorization. • Strength of Security and Taxpayer Base: While all investments carry some risk, Mello-Roos CFDs in well-established, high-value areas have historically demonstrated strong performance. For the One Beverly Hills CFD, several factors mitigate default risk:
o The underlying security for the special taxes is high-value real estate in a premier location. City policy requires a robust value-to-lien ratio (e.g., the value of property must exceed the bond indebtedness by a factor of 4-to-1 based on an appraisal at the time of bond issuance) before bonds can be issued, providing a substantial cushion. It is expected that the actual value to lien ratio for the One Beverly Hills CFD will be well in excess of the City’s Goals and Policies at the time the bonds are issued.
o The bonds are not anticipated to be issued until the project (or the portion supporting the individual series of bonds) is substantially complete so that the bonds are repaid from revenues on new development. By the time bonds are actually issued, individual condominium units are expected to be sold and commercial spaces occupied, diversifying the taxpayer base across numerous property owners rather than relying on a single developer. This broadens the base of taxpayers responsible for the special taxes and reduces or eliminates “development” risk.
o The bond proceeds are intended to be “take out” financing and will be used to acquire completed public improvements from the Developer, which the Developer has previously paid for and financed from other sources. In other words, the bond proceeds will be a reimbursement to the Developer for costs of completed public infrastructure rather than an upfront financing source to pay the costs of constructing such public improvements.

Meeting Date: August 19, 2025

• Process for Addressing Special Tax Delinquencies: Should a property owner within the CFD fail to pay their special taxes, the City's General Fund is not obligated to cover such shortfalls. The Mello-Roos Act and CFD bond documents establish specific remedies:
o Senior Lien & Foreclosure: The special tax constitutes a senior lien on the property, equivalent to general property tax liens and senior to any construction financing or deeds of trust on the property. The City, on behalf of the CFD, will covenant to pursue judicial foreclosure against properties with significant delinquencies to recover unpaid amounts. A foreclosure action is only for unpaid special taxes and not for the entire lien amount.

Accordingly, lenders and other secured creditors often step in and cure delinquencies (which in terms of dollars is usually rather small versus the value or amount of private debt on the property) to avoid having their interests wiped out in foreclosure.
o Debt Service Reserve Fund: A Reserve Fund, established with bond proceeds, will be available to cover temporary shortfalls in debt service payments to bondholders while delinquencies are addressed. The Reserve Fund is typically sized to fund one year of debt service. o Protection for Other Owners: Each approved Rate and Method of Apportionment limits any increase in the special tax on residential parcels due to delinquencies on other parcels to no more than 10% above what would have otherwise been levied on an annual basis.
• No Impact on Taxpayers Not Within the CFD: It is crucial to underscore that the special taxes levied by CFD No. 2025-1 will only apply to properties within the defined boundaries of the CFD. Beverly Hills residents and businesses outside of the One Beverly Hills project site will not be subject to these special taxes, and their property taxes will not be affected by the formation or operation of this CFD. • Developer's Existing Obligations: The City's Bond Counsel and staff have noted that the CFD is a financing mechanism used extensively throughout the State for nearly all types of development projects. The scope of the One Beverly Hills project, including the Developer's obligations to construct public improvements, is primarily governed by the existing Development Agreement and entitlement conditions. The proposed Acquisition, Funding and Disclosure Agreement further details the process for the City to acquire public infrastructure constructed and completed by the Developer from future CFD bond proceeds. The City’s only obligation to acquire the infrastructure detailed in the Acquisition Agreement is from proceeds of the bonds (if issued) or from proceeds of the special taxes (if levied). In response to the Council’s interest in ensuring the City's interests are protected and potential benefits are commensurate with any perceived risks or additional administrative effort, the Developer has agreed to a $10 million contribution towards future public facilities improvements in conjunction with actual bond issuance. This agreement is memorialized in the City Facilities Funding Agreement which is presented for approval at this meeting. • Transparency and Future Approvals: Staff is committed to a transparent process. Any future actions, such as the approval of the actual issuance of bonds, will be brought before the City Council for separate consideration and approval.

Meeting Date: August 19, 2025

ENVIRONMENTAL REVIEW
The Facilities to be funded by the CFD that are part of the previously approved One Beverly Hills Overlay Specific Plan Project were fully analyzed in a Supplemental Environmental Impact Report (known by State Clearinghouse Number 2020090048, and hereafter referred to as the “SEIR”) that was prepared pursuant to the requirements of the California Environmental Quality Act (“CEQA”), and certified by the City Council by Resolution No. 21-R-13348 adopted on June 8, 2021. A Mitigation Monitoring and Reporting Plan was adopted and mitigation measures were adopted by the City Council and made binding on the Project. Because the One Beverly Hills Overlay Specific Plan Facilities to be funded by the District are part of the approved Project, and are fully within the scope of the environmental analysis in the certified SEIR, no further environmental analysis of those improvements is required at this time. Pursuant to the City Facilities Funding Agreement, the City will receive the first $10 million of bond proceeds with which to fund other eligible Facilities that are unknown at this time. Thus environmental analysis of any such future Facilities at this time would be purely speculative. At such time in the future that Facilities funded with the $10 million are proposed, the City will undertake the necessary environmental review as may be required by CEQA. Further, the formation of the CFD as to the Incidental Expenses and Services does not constitute a project for CEQA purposes, because those components, although also covered within the scope of the SEIR, reflect the creation of government funding mechanisms or other government fiscal activities that do not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment.

FISCAL IMPACT
Pursuant to the Reimbursement Agreement approved by the City Council in November 2024, the Developer is responsible for depositing funds with the City to cover all costs associated with the formation of the CFD, including City staff time and consultant fees.

Therefore, there is no direct fiscal impact on the City's General Fund from the CFD formation process itself.

If the CFD is formed and bonds are issued, the bonds will be the sole responsibility of the CFD, secured by special taxes levied on property within the CFD. The City will not be obligated to pay the bonds. Furthermore, all administrative costs associated with forming and managing the CFD, including the costs of any potential future foreclosure actions, are legally required by the CFD documents to be paid from the special tax revenues generated within the CFD district, not from the City's General Fund. The Developer has agreed to a $10 million contribution towards future public facilities improvements in conjunction with actual bond issuance.

Jeff S. Muir
Director of Finance
Approved By
Attachment 1
Resolution of Formation
B0785-0001\3147527v1.doc
RESOLUTION NO. 25-R-____

RESOLUTION OF THE COUNCIL OF THE CITY OF BEVERLY

HILLS ESTABLISHING COMMUNITY FACILITIES DISTRICT
NO. 2025-1 OF THE CITY OF BEVERLY HILLS (ONE BEVERLY

HILLS) AND IMPROVEMENT AREAS THEREIN,

AUTHORIZING THE LEVY OF SPECIAL TAXES AND CALLING

A SPECIAL MAILED BALLOT ELECTION WITHIN EACH

IMPROVEMENT AREA AND APPROVING AND AUTHORIZING

CERTAIN ACTIONS RELATED THERETO
WHEREAS, the City Council of the City of Beverly Hills (the “City Council”) has heretofore adopted Resolution No. 25-R-13554 (the “Resolution of Intention”) stating its intention to establish Community Facilities District No. 2025-1 of the City of Beverly Hills (One Beverly Hills) (“Community Facilities District No. 2025-1” or the “District”) pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California (the “Act”) and to form two improvement areas within proposed Community Facilities District No. 2025-1 to be known as “Improvement Area No. 1 of Community Facilities District No. 2025-1 of the City of Beverly Hills (One Beverly Hills)” (“Improvement Area No. 1”) and “Improvement Area No. 2 of Community Facilities District No. 2025-1 of the City of Beverly Hills (One Beverly Hills)” (“Improvement Area No. 2” and together with Improvement Area No. 1, the “Improvement Areas”); and WHEREAS, a copy of the Resolution of Intention setting forth a description of the proposed boundaries of Community Facilities District No. 2025-1 and each of the Improvement Areas, the facilities, services and incidental expenses to be financed by the District and the rate and method of apportionment of the special tax proposed to be levied within each of the Improvement Areas is on file with the City Clerk; and
WHEREAS, notice was published and mailed to all landowners of the land proposed to be included within the District as required by law relative to the intention of this City Council to form proposed Community Facilities District No. 2025-1 and the Improvement Areas and to levy a special Docusign Envelope ID: 22F85A44-C3A7-4D88-ACC7-E1B1B23C7B2D 2 B0785-0001\3147527v1.doc
tax within each of the Improvement Areas and to incur bonded indebtedness in the amount of up to $100,000,000 within Improvement Area No. 1 and $450,000,000 within Improvement Area No. 2 therein to finance the facilities and incidental expenses described in the Resolution of Intention; and WHEREAS, on August 19, 2025, this City Council conducted a noticed public hearing as required by law relative to the proposed formation of Community Facilities District No. 2025-1 and the Improvement Areas, the levy of the special tax within each of the Improvement Areas and the issuance of bonded indebtedness by the District for each of the Improvement Areas; and WHEREAS, at the August 19, 2025 public hearing there was filed with this City Council a report containing a description of the facilities and services necessary to meet the needs of the District and an estimate of the cost of such facilities and services as required by Section 53321.5 of the Act (the “CFD Report”); and
WHEREAS, at the August 19, 2025 public hearing all persons desiring to be heard on all matters pertaining to the formation of Community Facilities District No. 2025-1 and the Improvement Areas, the levy of the special tax within each of the Improvement Areas and the issuance of bonded indebtedness by the District for each of the Improvement Areas were heard and a full and fair hearing was held; and
WHEREAS, following the public hearing, this City Council has determined to authorize the formation of the District to finance the types of facilities (the “Facilities”) and services (the “Services”) and the incidental expenses (the “Incidental Expenses”) set forth in Exhibit A hereto, which are described in more detail in the CFD Report; and
WHEREAS, at the public hearing evidence was presented to this City Council on the matters before it, and the proposed special taxes to be levied within each of the Improvement Areas was not precluded by a majority protest of the type described in Section 53324 of the Act, and this City Council at the conclusion of the hearing was fully advised as to all matters relating to the formation of the Docusign Envelope ID: 22F85A44-C3A7-4D88-ACC7-E1B1B23C7B2D 3 B0785-0001\3147527v1.doc
District and the Improvement Areas and the levy of a special tax and the issuance of bonded indebtedness within each of the Improvement Areas; and
WHEREAS, this City Council has determined, based on a Certificate of Registrar of Voters on file in the office of the City Clerk, that no registered voters have been residing in the proposed boundaries of Community Facilities District No. 2025-1 for each of the 90 days prior to August 19, 2025 and that the qualified electors in Community Facilities District No. 2025-1 are the landowners within the District; and
WHEREAS, on the basis of all of the foregoing, this City Council has determined to proceed with the establishment of Community Facilities District No. 2025-1 and the Improvement Areas and to call a special mailed ballot election within each of the Improvement Areas to authorize (i) the levy of special taxes within Improvement Area No. 1 pursuant to the rate and method of apportionment of the special tax, as set forth in Exhibit C attached to the Resolution of Intention, (ii) the levy of special taxes within Improvement Area No. 2 pursuant to the rate and method of apportionment of the special tax, as set forth in Exhibit D attached to the Resolution of Intention, (iii) the issuance of bonds within each of the Improvement Areas to finance the Facilities and Incidental Expenses, and (iv) the establishment of an appropriations limit for the District; WHEREAS, in order to facilitate the funding of the Facilities, the legislative body of the District desires to enter into an Acquisition, Construction and Funding Agreement (the “Agreement”) with BH LUXURY RESIDENCES LLC AND OWR HOTEL OWNER LLC, each a Delaware limited liability company (collectively, the “Developer”) and the form of the Agreement is on file with the City Clerk; and
WHEREAS, the City and the Developer desire to enter into a City Facilities Funding Agreement (the “City Facilities Funding Agreement”) relating to the use of the first $10 million of bond proceeds and the form of the City Facilities Funding Agreement is on file with the City Clerk; and
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WHEREAS, the Facilities to be funded by the District that are part of the previously approved One Beverly Hills Overlay Specific Plan Project were fully analyzed in a Supplemental Environmental Impact Report (known by State Clearinghouse Number 2020090048, and hereafter referred to as the “SEIR”) that was prepared pursuant to the requirements of the California Environmental Quality Act (“CEQA”), and certified by the City Council by Resolution No. 21-R-13348 adopted on June 8, 2021.

A Mitigation Monitoring and Reporting Plan was adopted and mitigation measures were adopted by the City Council and made binding on the Project. Because the One Beverly Hills Overlay Specific Plan Facilities to be funded by the District are part of the approved Project, and are fully within the scope of the environmental analysis in the certified SEIR, no further environmental analysis of those improvements is required at this time. Pursuant to the City Facilities Funding Agreement, the City will receive the first $10 million of bond proceeds with which to fund other eligible Facilities that are unknown at this time. Thus environmental analysis of any such future Facilities at this time would be purely speculative. At such time in the future that Facilities funded with the $10 million are proposed, the City will undertake the necessary environmental review as may be required by CEQA. Further, the formation of the District as to the Incidental Expenses and Services does not constitute a project for CEQA purposes, because those components, although also covered within the scope of the SEIR, reflect the creation of government funding mechanisms or other government fiscal activities that do not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF BEVERLY HILLS HEREBY FINDS, DETERMINES, RESOLVES, AND ORDERS AS FOLLOWS:

SECTION 1. Each of the above recitals is true and correct.

SECTION 2. A community facilities district to be designated “Community Facilities District No. 2025-1 of the City of Beverly Hills (One Beverly Hills)” is hereby established pursuant to the Act Docusign Envelope ID: 22F85A44-C3A7-4D88-ACC7-E1B1B23C7B2D 5 B0785-0001\3147527v1.doc
and Improvement Area No. 1 and Improvement Area No. 2 are hereby designated within the District in accordance with Section 53350 of the Act. The City Council hereby finds and determines that all prior proceedings taken with respect to the establishment of the District and the Improvement Areas were valid and in conformity with the requirements of law, including the Act. This finding is made in accordance with the provisions of Section 53325.1(b) of the Act.

SECTION 3. The boundaries of Community Facilities District No. 2025-1 and each of the Improvement Areas are established as shown on the map designated “Proposed Boundaries City of Beverly Hills Community Facilities District No. 2025-1 (One Beverly Hills), County of Los Angeles, State of California”, which map is on file in the office of the City Clerk and was recorded pursuant to Sections 3111 and 3112 of the Streets and Highways Code in the Book of Maps of Assessment and Community Facilities Districts in the County of Los Angeles Recorder’s Office in Book No. 197 Page No. 12, on July 25, 2025 as Instrument No. 20250502872.

SECTION 4. The types of Facilities, Services and Incidental Expenses authorized to be provided for and financed by Community Facilities District No. 2025-1 are those set forth in Exhibit A attached hereto. The estimated cost of the Facilities and Incidental Expenses to be financed is set forth in the CFD Report, which estimates may change as the Facilities are designed and bid for construction and acquisition.

The City is authorized by the Act to contribute revenue to, or to construct or acquire the Facilities and to provide the Services, all in accordance with the Act. The City Council finds and determines that the proposed Facilities and Services are necessary to meet the increased demand that will be placed upon local agencies and public infrastructure as a result of new development within the District and that the Facilities and Services to be financed benefit residents of the City and the future residents of the District.

SECTION 5. Except where funds are otherwise available, it is the intention of the City Council, subject to the approval of the eligible voters within Improvement Area No. 1 of the District, Docusign Envelope ID: 22F85A44-C3A7-4D88-ACC7-E1B1B23C7B2D 6 B0785-0001\3147527v1.doc
to levy annually a special tax at the rates set forth in Exhibit C to the Resolution of Intention on all non-exempt property within Improvement Area No. 1 of the District sufficient to pay for (i) the portion of the Facilities, Services and Incidental Expenses to be financed by Improvement Area No. 1, and (ii) the principal and interest and other periodic costs on the bonds proposed to be issued by the District for Improvement Area No. 1 to finance the Facilities and Incidental Expenses, including the establishment and replenishment of reserve funds, any remarketing, credit enhancement and liquidity facility fees and other expenses of the type permitted by Section 53345.3 of the Act (including fees for instruments which serve as the basis of a reserve fund in lieu of cash). The rate and method of apportionment of the special taxes for Improvement Area No. 1 is described in detail in Exhibit C to the Resolution of Intention and incorporated herein by this reference, and the City Council hereby finds that Exhibit C to the Resolution of Intention contains sufficient detail to allow each landowner within Improvement Area No. 1 of the District to estimate the maximum amount that may be levied against each parcel.

Except where funds are otherwise available, it is the intention of the City Council, subject to the approval of the eligible voters within Improvement Area No. 2 of the District, to levy annually a special tax at the rates set forth in Exhibit D to the Resolution of Intention on all non-exempt property within Improvement Area No. 2 of the District sufficient to pay for (i) the portion of the Facilities, Services and Incidental Expenses to be financed by Improvement Area No. 2, and (ii) the principal and interest and other periodic costs on the bonds proposed to be issued by the District for Improvement Area No. 2 to finance the Facilities and Incidental Expenses, including the establishment and replenishment of reserve funds, any remarketing, credit enhancement and liquidity facility fees and other expenses of the type permitted by Section 53345.3 of the Act (including fees for instruments which serve as the basis of a reserve fund in lieu of cash). The rate and method of apportionment of the special tax for Improvement Area No. 2 is described in detail in Exhibit D to the Resolution of Intention and incorporated herein by this reference, and the City Council hereby finds that Exhibit D Docusign Envelope ID: 22F85A44-C3A7-4D88-ACC7-E1B1B23C7B2D 7 B0785-0001\3147527v1.doc
to the Resolution of Intention contains sufficient detail to allow each landowner within Improvement Area No. 2 of the District to estimate the maximum amount that may be levied against each parcel.

As described in greater detail in the CFD Report, which is incorporated by reference herein, the special tax to be levied within each of the Improvement Areas is based on the expected demand that each parcel of real property within the respective Improvement Areas will place on the Facilities and the Services and, accordingly, is hereby determined to be reasonable. The special tax within each of the Improvement Areas which is levied for Facilities shall be levied on each assessor’s parcel until the earlier of (1) the first Fiscal Year in which the Administrator determines that the Transition Event (as such terms are defined in each rate and method of apportionment of the special tax for the Improvement Areas) occurred in the prior Fiscal Year, and (2) Fiscal Year 2071-72. The special tax is apportioned to each parcel within the respective Improvement Areas on the foregoing bases pursuant to Section 53325.3 of the Act and such special tax is not on or based upon the ownership of real property or the assessed value of real property.

The District expects to incur, and in certain cases has already incurred, Incidental Expenses in connection with the creation of the District, the issuance of bonds, the levying and collecting of the special taxes, the completion and inspection of the Facilities and the annual administration of the bonds and the District.

If special taxes which are levied for Facilities are levied against any parcel used for private residential purposes, (i) the maximum special tax rate shall be specified as a dollar amount which shall be calculated and established not later than the date on which the parcel is first subject to the special tax because of its use for private residential purposes and shall not be increased over time, except that it may be increased by an amount not to exceed two percent (2%) per year to the extent permitted in the rate and method of apportionment of the special tax for such Improvement Area as set forth in Exhibit C or Exhibit D, to the Resolution of Intention, as applicable, (ii) such special tax shall be levied until the earlier of (1) the first Fiscal Year in which the Administrator determines that the Transition Docusign Envelope ID: 22F85A44-C3A7-4D88-ACC7-E1B1B23C7B2D 8 B0785-0001\3147527v1.doc
Event (as such terms are defined in each rate and method of apportionment of the special tax for the Improvement Areas) occurred in the prior Fiscal Year, and (2) Fiscal Year 2071-72, and (iii) under no circumstances will such special tax levied against any such parcel used for private residential uses be increased as a consequence of delinquency or default by the owner or owners of any other parcel or parcels within such Improvement Area by more than ten percent (10%) above the amount that would have been levied in that Fiscal Year in such Improvement Area had there never been any such delinquencies or defaults.

The City’s Director of Finance, or the designee thereof, will be responsible for preparing annually, or authorizing a designee to prepare, a current roll of special tax levy obligations by assessor’s parcel number and will be responsible for estimating future special tax levies pursuant to Section 53340.2 of the Act.

SECTION 6. In the event that a portion of the property within Improvement Area No. 1 shall become for any reason exempt, wholly or partially, from the levy of the special tax applicable thereto, or in the event of delinquencies in the payment of special taxes levied therein, the City Council shall, on behalf of Community Facilities District No. 2025-1, increase the levy to the extent necessary and permitted by law (but in all cases subject to and in accordance with the rate and method of apportionment for Improvement Area No. 1) and these proceedings upon the remaining property within Improvement Area No. 1 which is not exempt or delinquent in order to yield the required debt service payments on any outstanding bonds issued by the District for Improvement Area No. 1, or to prevent the District from defaulting on any other obligations or liabilities payable from Improvement Area No. 1 special taxes; provided, however, under no circumstances will the special tax levied against any parcel used for private residential uses be increased as a consequence of delinquency or default by the owner or owners of any other parcel or parcels within Improvement Area No. 1 by more than ten percent above the amount that would have been levied in that fiscal year had there never been any delinquencies or defaults in special tax payments. The amount of the special tax for parcels within Docusign Envelope ID: 22F85A44-C3A7-4D88-ACC7-E1B1B23C7B2D 9 B0785-0001\3147527v1.doc
Improvement Area No. 1 will be set in accordance with the rate and method of apportionment of the special tax for Improvement Area No. 1 attached to the Resolution of Intention as Exhibit C. The obligation of parcels within Improvement Area No. 1 to pay special taxes may be prepaid only as set forth in Section H of Exhibit C attached to the Resolution of Intention.

In the event that a portion of the property within Improvement Area No. 2 shall become for any reason exempt, wholly or partially, from the levy of the special tax applicable thereto, or in the event of delinquencies in the payment of special taxes levied therein, the City Council shall, on behalf of Community Facilities District No. 2025-1, increase the levy to the extent necessary and permitted by law (but in all cases subject to and in accordance with the rate and method of apportionment for Improvement Area No. 2) and these proceedings upon the remaining property within Improvement Area No. 2 which is not exempt or delinquent in order to yield the required debt service payments on any outstanding bonds issued by the District for Improvement Area No. 2, or to prevent the District from defaulting on any other obligations or liabilities payable from Improvement Area No. 2 special taxes; provided, however, under no circumstances will the special tax levied against any parcel used for private residential uses be increased as a consequence of delinquency or default by the owner or owners of any other parcel or parcels within the District by more than ten percent above the amount that would have been levied in that fiscal year had there never been any delinquencies or defaults in special tax payments. The amount of the special tax for parcels within Improvement Area No. 2 will be set in accordance with the rate and method of apportionment of the special tax for Improvement Area No. 2 attached to the Resolution of Intention as Exhibit D. The obligation of parcels within Improvement Area No. 2 to pay special taxes may be prepaid only as set forth in Section H of Exhibit D attached to the Resolution of Intention.

SECTION 7. Upon recordation of a notice of special tax lien for each of the Improvement Areas pursuant to Section 3114.5 of the Streets and Highways Code, a continuing lien to secure each levy of the special tax shall attach to all non-exempt real property in each of such Improvement Areas Docusign Envelope ID: 22F85A44-C3A7-4D88-ACC7-E1B1B23C7B2D 10 B0785-0001\3147527v1.doc
and this lien shall continue in force and effect until the special tax obligation is prepaid and permanently satisfied and the lien canceled with respect to such Improvement Area in accordance with law or until collection of the special tax for such Improvement Area ceases.

SECTION 8. Consistent with Section 53325.6 of the Act, the City Council finds and determines that the land within Community Facilities District No. 2025-1, if any, devoted primarily to agricultural, timber or livestock uses and being used for the commercial production of agricultural, timber or livestock products is contiguous to other land within Community Facilities District No. 2025- 1 and will be benefited by the Facilities and Services proposed to be provided within Community Facilities District No. 2025-1.

SECTION 9. It is hereby further determined that there is no ad valorem property tax currently being levied on property within proposed Community Facilities District No. 2025-1 for the exclusive purpose of paying the principal of or interest on bonds or other indebtedness incurred to finance the construction of capital facilities which provide the same services to the territory of Community Facilities District No. 2025-1 as are proposed to be provided by the Facilities to be financed by Community Facilities District No. 2025-1.

SECTION 10. Written protests against the establishment of the District and the Improvement Areas have not been filed by one-half or more of the registered voters within the boundaries of the District or either Improvement Area or by the property owners of one-half (1/2) or more of the area of land within the District or either Improvement Area. The City Council hereby finds that the proposed special tax for each of the Improvement Areas has not been precluded by a majority protest pursuant to Section 53324 of the Act.

SECTION 11. A special mailed ballot election is hereby called for Improvement Area No. 1 on the propositions of levying the special tax on the property within Improvement Area No. 1 and establishing an appropriations limit for the District pursuant to Section 53325.7 of the Act and shall be consolidated with the election on the proposition of incurring bonded indebtedness for Improvement Docusign Envelope ID: 22F85A44-C3A7-4D88-ACC7-E1B1B23C7B2D 11 B0785-0001\3147527v1.doc
Area No. 1, pursuant to Sections 53351 and 53353.5 of the Act. The language of the propositions to be placed on the ballot for the election within Improvement Area No. 1 is attached hereto as Exhibit B.

A special mailed ballot election is hereby called for Improvement Area No. 2 on the propositions of levying the special tax on the property within Improvement Area No. 2 and establishing an appropriations limit for the District pursuant to Section 53325.7 of the Act and shall be consolidated with the election on the proposition of incurring bonded indebtedness for Improvement Area No. 2, pursuant to Sections 53351 and 53353.5 of the Act. The language of the propositions to be placed on the ballot for the election within Improvement Area No. 2 is attached hereto as Exhibit C.

SECTION 12. The date of the elections for each of the Improvement Areas on the propositions of incurring the bonded indebtedness, authorizing the levy of the special taxes and establishing an appropriations limit for the District shall be August 19, 2025, or such later date as is consented to by the City Clerk; provided that, if the election is to take place sooner than 90 days after August 19, 2025, then the unanimous written consent of each qualified elector within such Improvement Area to such election date must be obtained. The polls shall be open for said election immediately following the close of the public hearing on August 19, 2025. The election shall be conducted by the City Clerk.

Except as otherwise provided by the Act, the election shall be conducted in accordance with the provisions of law regulating elections of the City of Beverly Hills insofar as such provisions are determined by the City Clerk to be applicable. The City Clerk is authorized to conduct the election following the adoption of this resolution, and all ballots shall be received by, and the City Clerk shall close the election by, 11:00 p.m. on the election day; provided the election shall be closed at such earlier time as all qualified electors have voted as provided in Section 53326(d) of the Act. Pursuant to Section 53326 of the Act, the ballots for the special election shall be distributed in person or by mail with return postage prepaid, to the qualified electors within each of the Improvement Areas. The City Clerk has secured a certificate from the Registrar of Voters of the County of Los Angeles certifying Docusign Envelope ID: 22F85A44-C3A7-4D88-ACC7-E1B1B23C7B2D 12 B0785-0001\3147527v1.doc
that there were no registered voters within the District as of the date of such certificate. Accordingly, since there were fewer than 12 registered voters within the District for each of the 90 days preceding August 19, 2025, the qualified electors shall be the landowners within each of the Improvement Areas and each landowner, or the authorized representative thereof, shall have one vote for each acre or portion thereof that such landowner owns within the respective Improvement Area, as provided in Section 53326 of the Act.

SECTION 13. The preparation of the CFD Report is hereby ratified. The CFD Report, as submitted, is hereby approved and was made a part of the record of the public hearing regarding the formation of Community Facilities District No. 2025-1. The CFD Report is ordered to be kept on file with the transcript of these proceedings and open for public inspection.

SECTION 14. The forms of the Agreement and the City Facilities Funding Agreement on file with the City Clerk are approved as to form, and the Mayor is authorized and directed to execute the Agreement and the City Facilities Funding Agreement in substantially the forms on file with the City Clerk, together with such changes as are approved by the Mayor ,in consultation with the City Attorney and Bond Counsel, with the approval of such changes to be conclusively evidenced by the execution and delivery thereof.

SECTION 15. This Resolution shall be effective upon its adoption.

SECTION 16. The City Clerk shall certify to the adoption of this Resolution and shall cause this Resolution and her certification to be entered in the Book of Resolutions of the Council of this City. //
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Adopted:

SHARONA R. NAZARIAN, PSYD
Mayor of the City of Beverly Hills, California
ATTEST:
(SEAL)

HUMA AHMED
City Clerk
APPROVED AS TO FORM: APPROVED AS TO CONTENT:

LAURENCE S. WIENER NANCY HUNT-COFFEY
City Attorney City Manager
Docusign Envelope ID: 22F85A44-C3A7-4D88-ACC7-E1B1B23C7B2D A-1
B0785-0001\3147527v1.doc

EXHIBIT A
Types of Facilities
to Be Financed by Community
Facilities District No. 2025-1
The proposed types of facilities and expenses to be financed by the District include:

The construction, purchase, modification, expansion, rehabilitation and/or improvement of certain roadways and roadway improvements, tunnels, parks, biking trails, storm drains and basins, water and wastewater facilities (including, without limitation, domestic and non-domestic water facilities, wells, pre-treatment basins, infiltration basins, reservoirs, pipelines, storm and sewer drains and related infrastructure and improvements), wet and dry utilities, bridges and pedestrian bridges, traffic signals, and related infrastructure improvements, both onsite and offsite, all appurtenances and appurtenant work in connection with the foregoing (including utility line relocations and electric, gas and cable utilities), and any real property interests in the foregoing (the “Facilities”), and the incidental expenses to be incurred, including:
a. The cost of engineering, planning and designing the Facilities; b. All costs, including all costs of the property owners petitioning for formation of the District and annexations to the District, associated with the creation of the District, the issuance of the bonds, the determination of the amount of special taxes to be levied and costs otherwise incurred in order to carry out the authorized purposes of the District; and c. Any other expenses incidental to the construction, acquisition, modification, rehabilitation, completion and inspection of the Facilities.

Types of Services To Be
Financed By
Community Facilities District No. 2025-1 of the City of Beverly Hills (One Beverly Hills)
The proposed types of services to be financed by the District include:

Wilshire Blvd and Santa Monica Blvd Right of Way:

Maintenance, repair, replacement and cleaning of improvements within the public right of way including but not limited to roadway improvements (paving, curb and gutter, storm drain inlets and vaults, striping), sidewalks, street lighting and other electrical improvements, signage, landscaping, irrigation, hardscape and furniture, etc.

Merv Griffin Way (MGW):

Maintenance, repair, replacement and cleaning of MGW including but not limited to roadway improvements (paving, curb and gutter, storm drain inlets and vaults, striping), sidewalks, vertical walls, columns and other structural elements, ceiling finishes, lighting and other electrical Docusign Envelope ID: 22F85A44-C3A7-4D88-ACC7-E1B1B23C7B2D 2 B0785-0001\3147527v1.doc
improvements, exhaust and ventilation systems, signage, landscaping, irrigation, hardscape and furniture, etc.

Publicly Accessible Botanical Gardens:

Maintenance, repair, replacement and cleaning of the publicly accessible portions of the Botanical Gardens including but not limited to landscaping, irrigation, storm drain inlets, grates and vaults, pathways, sidewalks and retaining walls, water elements, lighting, signage, gates and fencing, other hardscape including furniture, bridges, and seating areas, and security services.

Docusign Envelope ID: 22F85A44-C3A7-4D88-ACC7-E1B1B23C7B2D B-1
B0785-0001\3147527v1.doc

EXHIBIT B

BALLOT PROPOSITIONS
COMMUNITY FACILITIES DISTRICT NO. 2025-1

OF THE CITY OF BEVERLY HILLS (ONE BEVERLY HILLS)
IMPROVEMENT AREA NO. 1

SPECIAL TAX AND SPECIAL BOND ELECTION
August 19, 2025
PROPOSITION A: Shall Community Facilities District No.
2025-1 of the City of Beverly Hills (One Beverly Hills) (the “District”) incur an indebtedness and issue bonds in the maximum principal amount of $100,000,000 for
Improvement Area No. 1 therein (the “Improvement Area”), with interest at a rate or rates not to exceed the maximum interest rate permitted by law, to finance the Facilities and the Incidental Expenses described in Resolution No. 25-R13554 of the City Council of the City of Beverly Hills establishing the District?
PROPOSITION B: Shall a special tax with a rate and method of apportionment for the Improvement Area as provided in Resolution No. 25-R-13554 of the City Council of the City of Beverly Hills establishing the District be levied to pay for the Facilities, Services, Incidental Expenses and other purposes described in Resolution No. 25-R-13554, including the payment of the principal of and interest on bonds issued by the District for the Improvement Area to finance the Facilities and Incidental Expenses?
YES______
NO_______
YES______
NO_______
PROPOSITION C: For each year commencing with Fiscal
Year 2025-26, shall the appropriations limit, as defined by subdivision (h) of Section 8 of Article XIII B of the
California Constitution, for the District be an amount equal to $75,000,000?
YES______
NO_______
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B0785-0001\3147527v1.doc

EXHIBIT C

BALLOT PROPOSITIONS
COMMUNITY FACILITIES DISTRICT NO. 2025-1

OF THE CITY OF BEVERLY HILLS (ONE BEVERLY HILLS)
IMPROVEMENT AREA NO. 2

SPECIAL TAX AND SPECIAL BOND ELECTION
August 19, 2025
PROPOSITION D: Shall Community Facilities District No.
2025-1 of the City of Beverly Hills (One Beverly Hills) (the “District”) incur an indebtedness and issue bonds in the maximum principal amount of $450,000,000 for
Improvement Area No. 2 therein (the “Improvement Area”), with interest at a rate or rates not to exceed the maximum interest rate permitted by law, to finance the Facilities and the Incidental Expenses described in Resolution No. 25-R13554 of the City Council of the City of Beverly Hills establishing the District?
PROPOSITION E: Shall a special tax with a rate and method of apportionment for the Improvement Area as provided in Resolution No. 25-R-13554 of the City Council of the City of Beverly Hills establishing the District be levied to pay for the Facilities, Services, Incidental Expenses and other purposes described in Resolution No. 25-R-13554, including the payment of the principal of and interest on bonds issued by the District for the Improvement Area to finance the Facilities and Incidental Expenses?
YES______
NO_______
YES______
NO_______
PROPOSITION F: For each year commencing with Fiscal
Year 2025-26, shall the appropriations limit, as defined by subdivision (h) of Section 8 of Article XIII B of the
California Constitution, for the District be an amount equal to $75,000,000?
YES______
NO_______
Docusign Envelope ID: 22F85A44-C3A7-4D88-ACC7-E1B1B23C7B2D Certificate Of Completion
Envelope Id: 22F85A44-C3A7-4D88-ACC7-E1B1B23C7B2D Status: Sent Subject: Complete with Docusign: 4-RESOLUTION OF FORMATION FOR BEVERLY HILLS CFD [8.19.25].DOCX Source Envelope:

Document Pages: 17 Signatures: 1 Envelope Originator:

Certificate Pages: 2 Initials: 0 Sivan Levin
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455 N. Rexford Drive
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Record Tracking
Status: Original
8/13/2025 12:57:07 PM
Holder: Sivan Levin
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Location: DocuSign
Signer Events Signature Timestamp
Laurence S. Wiener
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Anthony Rodstein
[email protected]
Purchasing Services Manager
City of Beverly Hills (Finance Department)
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Attachment 2
Resolution of Necessity

B0785-0001\3147553v1.doc
RESOLUTION NO. 25-R-____

RESOLUTION OF THE COUNCIL OF THE CITY OF BEVERLY

HILLS ACTING AS THE LEGISLATIVE BODY OF
COMMUNITY FACILITIES DISTRICT NO. 2025-1 OF THE CITY

OF BEVERLY HILLS (ONE BEVERLY HILLS) DETERMINING

THE NECESSITY TO INCUR BONDED INDEBTEDNESS
WITHIN IMPROVEMENT AREA NOS. 1 AND 2 OF
COMMUNITY FACILITIES DISTRICT NO. 2025-1 OF THE CITY

OF BEVERLY HILLS (ONE BEVERLY HILLS) AND CALLING

SPECIAL MAILED BALLOT ELECTIONS THEREIN
WHEREAS, on July 15, 2025, the City Council of the City of Beverly Hills (the “City Council”) adopted Resolution No. 25-R-13554 (the “Resolution of Intention”) stating its intention to form Community Facilities District No. 2025-1 of the City of Beverly Hills (One Beverly Hills) (“Community Facilities District No. 2025-1” or the “District”) pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (the “Act”) and to form two improvement areas within proposed Community Facilities District No. 2025-1 to be known as “Improvement Area No. 1 of Community Facilities District No. 2025-1 of the City of Beverly Hills (One Beverly Hills)” (“Improvement Area No. 1”) and “Improvement Area No. 2 of Community Facilities District No. 2025-1 of the City of Beverly Hills (One Beverly Hills)” (“Improvement Area No. 2” and together with Improvement Area No. 1, the “Improvement Areas”); and WHEREAS, on July 15, 2025, the City Council also adopted Resolution No. 25-R-13555 stating its intention to incur bonded indebtedness in the amount of up to $100,000,000 within proposed Improvement Area No. 1 and $450,000,000 within proposed Improvement Area No. 2 to finance (1) the purchase, construction, modification, expansion, improvement or rehabilitation of public facilities identified in Exhibit B to the Resolution of Intention, and (2) the incidental expenses to be incurred in financing such public facilities and forming and administering the District, as identified in Exhibit B to the Resolution of Intention; and Docusign Envelope ID: 8DCD929C-2A7A-4F85-AF18-A61FA48D5F95 2 B0785-0001\3147553v1.doc
WHEREAS, notice was published as required by law relative to the intention of the City Council to form proposed Community Facilities District No. 2025-1, to designate the Improvement Areas and to incur bonded indebtedness in the amount of up to $100,000,000 within proposed Improvement Area No. 1 and $450,000,000 within proposed Improvement Area No. 2; and WHEREAS, on August 19, 2025, this City Council conducted a noticed public hearing to determine whether it should proceed with the formation of Community Facilities District No. 2025-1 and the designation of the Improvement Areas, issue bonds within the Improvement Areas to pay for the facilities and incidental expenses described in the Resolution of Intention and authorize the rate and method of apportionment of a special tax for each of the Improvement Areas to be levied in the manner and for the purposes described in the Resolution of Intention; and WHEREAS, at said hearing all persons desiring to be heard on all matters pertaining to the formation of Community Facilities District No. 2025-1, the designation of the Improvement Areas, the levy of a special tax and the issuance of bonds within each of the Improvement Areas to pay for the cost of the proposed facilities, services and/or incidental expenses, as applicable, were heard and a full and fair hearing was held; and
WHEREAS, the City Council subsequent to such hearing adopted Resolution No. 25-R-____ (the “Resolution of Formation”) establishing Community Facilities District No. 2025-1, designating the Improvement Areas and authorizing the financing of the public facilities (the “Facilities”), services and the incidental expenses (the “Incidental Expenses”) described in Exhibit A thereto; and WHEREAS, the City Council desires to make the necessary findings to incur bonded indebtedness within each of the Improvement Areas, to declare the purpose for said debt, and to authorize the submittal of a proposition to issue bonded indebtedness to the voters of each of the Improvement Areas, being the landowners therein, all as authorized and required by law; and WHEREAS, the Facilities to be funded by the District that are part of the previously approved One Beverly Hills Overlay Specific Plan Project were fully analyzed in a Supplemental Docusign Envelope ID: 8DCD929C-2A7A-4F85-AF18-A61FA48D5F95 3 B0785-0001\3147553v1.doc
Environmental Impact Report (known by State Clearinghouse Number 2020090048, and hereafter referred to as the “SEIR”) that was prepared pursuant to the requirements of the California Environmental Quality Act (“CEQA”), and certified by the City Council by Resolution No. 21-R13348 adopted on June 8, 2021. A Mitigation Monitoring and Reporting Plan was adopted and mitigation measures were adopted by the City Council and made binding on the Project. Because the One Beverly Hills Overlay Specific Plan Facilities to be funded by the District are part of the approved Project, and are fully within the scope of the environmental analysis in the certified SEIR, no further environmental analysis of those improvements is required at this time. Pursuant to the City Facilities Funding Agreement between the City and BH LUXURY RESIDENCES LLC AND OWR HOTEL OWNER LLC, each a Delaware limited liability company, the City will receive the first $10 million of bond proceeds with which to fund other eligible Facilities that are unknown at this time.

Thus environmental analysis of any such future Facilities at this time would be purely speculative.

At such time in the future that Facilities funded with the $10 million are proposed, the City will undertake the necessary environmental review as may be required by CEQA. Further, the formation of the District as to the Incidental Expenses and services described in Exhibit A to the Resolution of Formation does not constitute a project for CEQA purposes, because those components, although also covered within the scope of the SEIR, reflect the creation of government funding mechanisms or other government fiscal activities that do not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF BEVERLY HILLS HEREBY FINDS, DETERMINES, RESOLVES, AND ORDERS AS FOLLOWS:

SECTION 1. It is necessary to incur bonded indebtedness in a maximum aggregate principal amount not to exceed $100,000,000 within Improvement Area No. 1 and $450,000,000 within Improvement Area No. 2.

SECTION 2. The indebtedness is to be incurred for the purpose of financing the costs of Docusign Envelope ID: 8DCD929C-2A7A-4F85-AF18-A61FA48D5F95 4 B0785-0001\3147553v1.doc
purchasing, constructing, modifying, expanding, improving, or rehabilitating the Facilities and financing the Incidental Expenses, as described in the Resolution of Formation, and carrying out the powers and purposes of Community Facilities District No. 2025-1, including, but not limited to, financing the costs of selling the bonds, establishing and replenishing bond reserve funds and paying remarketing, credit enhancement and liquidity facility fees and other expenses of the type authorized by Section 53345.3 of the Act.

SECTION 3. The whole of the property within Improvement Area No. 1, other than property exempted from the special tax pursuant to the provisions of the rate and method of apportionment for Improvement Area No. 1 attached to the Resolution of Intention as Exhibit C shall pay for the bonded indebtedness issued by the District for Improvement Area No. 1 pursuant to the levy of the special tax for Improvement Area No. 1 as authorized by the Resolution of Formation.

The whole of the property within Improvement Area No. 2, other than property exempted from the special tax pursuant to the provisions of the rate and method of apportionment for Improvement Area No. 2 attached to the Resolution of Intention as Exhibit D shall pay for the bonded indebtedness issued by the District for Improvement Area No. 2 pursuant to the levy of the special tax for Improvement Area No. 2 as authorized by the Resolution of Formation.

SECTION 4. The term of the bonds of each series shall be determined pursuant to a resolution of this City Council acting in its capacity as the legislative body of the District authorizing the issuance of the bonds of such series, but the final maturity of each series of bonds shall occur no later than in the 31st calendar year following its date of issuance.

SECTION 5. The bonds shall bear interest at the rate or rates not to exceed the maximum interest rate permitted by law, payable annually or semiannually, or in part annually and in part semiannually, except the first interest payment may be for a period of less than six months, with the actual rate or rates and times of payment to be determined at the time or times of sale thereof.

Docusign Envelope ID: 8DCD929C-2A7A-4F85-AF18-A61FA48D5F95 5 B0785-0001\3147553v1.doc
SECTION 6. The bonds may bear a variable or fixed interest rate, provided that such variable rate or fixed rate shall not exceed the maximum rate of twelve percent (12%) per annum, or such higher rate as is permitted by any other applicable provision of law limiting the maximum interest rate on the bonds.

SECTION 7. Pursuant to Section 53351 of the Act, a special mailed ballot election is hereby called for Improvement Area No. 1 on the proposition of incurring the bonded indebtedness therein. The proposition relative to incurring bonded indebtedness in the maximum aggregate principal amount of $100,000,000 shall be in the form of Proposition A set forth in Exhibit A hereto.

In accordance with Sections 53351(h) and 53353.5 of the Act, the election shall be consolidated with the special mailed ballot election called on the proposition of levying a special tax within Improvement Area No. 1 as described in the Resolution of Formation, which proposition shall be in the form of Proposition B set forth in Exhibit A, and on the proposition of establishing an appropriations limit for the District, which proposition shall be in the form of Proposition C set forth in Exhibit A.

Pursuant to Section 53351 of the Act, a special mailed ballot election is hereby called for Improvement Area No. 2 on the proposition of incurring the bonded indebtedness therein. The proposition relative to incurring bonded indebtedness in the maximum aggregate principal amount of $450,000,000 shall be in the form of Proposition D set forth in Exhibit B hereto. In accordance with Sections 53351(h) and 53353.5 of the Act, the election shall be consolidated with the special mailed ballot election called on the proposition of levying a special tax within Improvement Area No. 2 as described in the Resolution of Formation, which proposition shall be in the form of Proposition E set forth in Exhibit B and on the proposition of establishing an appropriations limit for the District, which proposition shall be in the form of Proposition F set forth in Exhibit B.

SECTION 8. The date of the special mailed ballot elections for the Improvement Areas on the propositions of incurring the bonded indebtedness, authorizing the levy of the special tax and Docusign Envelope ID: 8DCD929C-2A7A-4F85-AF18-A61FA48D5F95 6 B0785-0001\3147553v1.doc
setting an appropriations limit shall be August 19, 2025, or such later date as is consented to by the City Clerk, provided that, if the election for an Improvement Area is to take place sooner than 90 days after August 19, 2025, then the unanimous written consent of each qualified elector within such Improvement Area to such election date must be obtained. The polls shall be open for said election immediately following the public hearing on August 19, 2025. The election shall be conducted by the City Clerk. Except as otherwise provided by the Act, the election shall be conducted in accordance with the provisions of law regulating elections of the City of Beverly Hills insofar as such provisions are determined by the City Clerk to be applicable. The City Clerk is authorized to conduct the election following the adoption of the Resolution of Formation and this resolution, and all ballots shall be received by and the City Clerk shall close the election by 11:00 p.m. on the election day; provided the election shall be closed at such earlier time as all qualified electors have voted as provided in Section 53326(d) of the Act. Pursuant to Section 53326 of the Act, the ballots for the special elections shall be distributed in person, or by mail with return postage prepaid, to the qualified electors within each of the Improvement Areas. The City Clerk has secured a certificate of the Registrar of Voters of the County of Los Angeles certifying that there were no registered voters within the District as of the date of such certificate. Accordingly, since there were fewer than 12 registered voters within the District for each of the 90 days preceding August 19, 2025, the qualified electors shall be the landowners within each of the Improvement Areas and each landowner, or the authorized representative thereof, shall have one vote for each acre or portion thereof that such landowner owns within the respective Improvement Areas, as provided in Section 53326 of the Act.

SECTION 9. This Resolution shall be effective upon its adoption.

SECTION 10. The City Clerk shall certify to the adoption of this Resolution and shall cause this Resolution and her certification to be entered in the Book of Resolutions of the Council of this City.

Docusign Envelope ID: 8DCD929C-2A7A-4F85-AF18-A61FA48D5F95 7 B0785-0001\3147553v1.doc
Adopted:

SHARONA R. NAZARIAN, PSYD
Mayor of the City of Beverly Hills, California
ATTEST:
(SEAL)

HUMA AHMED
City Clerk
APPROVED AS TO FORM: APPROVED AS TO CONTENT:

LAURENCE S. WIENER NANCY HUNT-COFFEY
City Attorney City Manager
Docusign Envelope ID: 8DCD929C-2A7A-4F85-AF18-A61FA48D5F95 A-1
B0785-0001\3147553v1.doc

EXHIBIT A
COMMUNITY FACILITIES DISTRICT NO. 2025-1

OF THE CITY OF BEVERLY HILLS (ONE BEVERLY HILLS)
IMPROVEMENT AREA NO. 1

SPECIAL TAX AND SPECIAL BOND ELECTION
August 19, 2025
PROPOSITION A: Shall Community Facilities District
No. 2025-1 of the City of Beverly Hills (One Beverly Hills) (the “District”) incur an indebtedness and issue bonds in the maximum principal amount of $100,000,000 for
Improvement Area No. 1 therein (the “Improvement
Area”), with interest at a rate or rates not to exceed the maximum interest rate permitted by law, to finance the
Facilities and the Incidental Expenses described in
Resolution No. 25-R-13554 of the City Council of the City of Beverly Hills establishing the District?
PROPOSITION B: Shall a special tax with a rate and
method of apportionment for the Improvement Area as
provided in Resolution No. 25-R-13554 of the City Council of the City of Beverly Hills establishing the District be levied to pay for the Facilities, Services, Incidental
Expenses and other purposes described in Resolution
No. 25-R-13554, including the payment of the principal of and interest on bonds issued by the District for the
Improvement Area to finance the Facilities and Incidental Expenses?
YES______
NO_______
YES______
NO_______
PROPOSITION C: For each year commencing with Fiscal
Year 2025-26, shall the appropriations limit, as defined by subdivision (h) of Section 8 of Article XIII B of the
California Constitution, for the District be an amount equal to $75,000,000?
YES______
NO_______
Docusign Envelope ID: 8DCD929C-2A7A-4F85-AF18-A61FA48D5F95 B-1
B0785-0001\3147553v1.doc

EXHIBIT B

BALLOT PROPOSITIONS
COMMUNITY FACILITIES DISTRICT NO. 2025-1

OF THE CITY OF BEVERLY HILLS (ONE BEVERLY HILLS)
IMPROVEMENT AREA NO. 2

SPECIAL TAX AND SPECIAL BOND ELECTION
August 19, 2025
PROPOSITION D: Shall Community Facilities District
No. 2025-1 of the City of Beverly Hills (One Beverly Hills) (the “District”) incur an indebtedness and issue bonds in the maximum principal amount of $450,000,000 for
Improvement Area No. 2 therein (the “Improvement
Area”), with interest at a rate or rates not to exceed the maximum interest rate permitted by law, to finance the
Facilities and the Incidental Expenses described in
Resolution No. 25-R-13554 of the City Council of the City of Beverly Hills establishing the District?
PROPOSITION E: Shall a special tax with a rate and
method of apportionment for the Improvement Area as
provided in Resolution No. 25-R-13554 of the City Council of the City of Beverly Hills establishing the District be levied to pay for the Facilities, Services, Incidental
Expenses and other purposes described in Resolution
No. 25-R-13554, including the payment of the principal of and interest on bonds issued by the District for the
Improvement Area to finance the Facilities and Incidental Expenses?
YES______
NO_______
YES______
NO_______
PROPOSITION F: For each year commencing with Fiscal
Year 2025-26, shall the appropriations limit, as defined by subdivision (h) of Section 8 of Article XIII B of the
California Constitution, for the District be an amount equal to $75,000,000?
YES______
NO_______
Docusign Envelope ID: 8DCD929C-2A7A-4F85-AF18-A61FA48D5F95 Certificate Of Completion
Envelope Id: 8DCD929C-2A7A-4F85-AF18-A61FA48D5F95 Status: Sent Subject: Complete with Docusign: 5-RESOLUTION OF NECESSITY FOR BEVERLY HILLS CFD [8.19.25].DOCX Source Envelope:

Document Pages: 9 Signatures: 1 Envelope Originator:

Certificate Pages: 2 Initials: 0 Sivan Levin
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: 198.245.189.181
Record Tracking
Status: Original
8/13/2025 12:59:09 PM
Holder: Sivan Levin
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Laurence S. Wiener
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 69.75.7.194
Sent: 8/13/2025 1:00:12 PM
Resent: 8/13/2025 1:31:27 PM
Viewed: 8/13/2025 1:34:25 PM
Signed: 8/13/2025 1:34:33 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Anthony Rodstein
[email protected]
Purchasing Services Manager
City of Beverly Hills (Finance Department)
Security Level: Email, Account Authentication
(None)
Sent: 8/13/2025 1:34:35 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Nancy Hunt-Coffey
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Sharona R. Nazarian
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Jill Doohen
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 8/13/2025 1:00:10 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Shani Parker
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 8/13/2025 1:00:11 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Adrianne Tarazon
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Keith Sterling
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Jackie Galeas
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 8/13/2025 1:00:11 PM
Payment Events Status Timestamps
Attachment 3
Resolution Certifying Election Results

B0785-0001\3147559v1.doc
RESOLUTION NO. 25-R-_____

RESOLUTION OF THE COUNCIL OF THE CITY OF BEVERLY

HILLS, ACTING IN ITS CAPACITY AS THE LEGISLATIVE
BODY OF COMMUNITY FACILITIES DISTRICT NO. 2025-1 OF

THE CITY OF BEVERLY HILLS (ONE BEVERLY HILLS)

CERTIFYING THE RESULTS OF ELECTIONS HELD WITHIN
IMPROVEMENT AREA NO. 1 AND IMPROVEMENT AREA NO.
2 WHEREAS, the City Council called and duly held elections on August 19, 2025 within the boundaries of Improvement Area No. 1 (“Improvement Area No. 1”) and within the boundaries of Improvement Area No. 2 (“Improvement Area No. 2”) of Community Facilities District No. 2025-1 of the City of Beverly Hills (One Beverly Hills) (“Community Facilities District No. 2025-1” or the “District”) pursuant to Resolution Nos. 25-R-____and 25-R-____ for the purpose of presenting to the qualified electors within Improvement Area No. 1, Propositions A, B and C, attached hereto as Exhibit A, and within Improvement Area No. 2, Propositions D, E, and F, attached hereto as Exhibit B; and
WHEREAS, there has been presented to this City Council a certificate of the City Clerk as to the results of the canvass of election returns, a copy of which is attached hereto as Exhibit C;

NOW, THEREFORE, THE CITY COUNCIL OF CITY OF BEVERLY HILLS DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS:

SECTION 1. Each of the above recitals is true and correct and is adopted by the legislative body of the District.

SECTION 2. Propositions A, B and C presented to the qualified electors of Improvement Area No. 1 on August 19, 2025, as set forth in Exhibit A hereto, were approved by more than twothirds of the votes cast at said election and each of Propositions A, B and C has carried. The City Council, acting as the legislative body of the District, is hereby authorized to levy on the land within Improvement Area No. 1 the special tax described in Proposition B as set forth in Exhibit A hereto Docusign Envelope ID: 035DB392-999C-4E75-8369-8D5D6412C3E9 2 B0785-0001\3147559v1.doc
for the purposes described therein and to take the necessary steps to levy the special tax authorized by Proposition B and to issue bonds in an amount not to exceed $100,000,000 as specified in Proposition A as set forth in Exhibit A hereto.

SECTION 3. Propositions D, E, and F presented to the qualified electors of Improvement Area No. 2 on August 19, 2025, as set forth in Exhibit B hereto were approved by more than twothirds of the votes cast at said election and each of Propositions D, E, and F has carried. The City Council, acting as the legislative body of the District, is hereby authorized to levy on the land within Improvement Area No. 2 the special tax described in Proposition E as set forth in Exhibit B hereto for the purposes described therein and to take the necessary steps to levy the special tax authorized by Proposition E and to issue bonds in an amount not to exceed $450,000,000 as specified in Proposition D as set forth in Exhibit B hereto.

SECTION 4. The City Clerk is hereby directed to record in the Office of the County Recorder within fifteen days of the date hereof a notice of special tax lien with respect to Improvement Area No. 1 and a notice of special tax lien with respect to Improvement Area No. 2, which Bond Counsel to the District shall prepare in the form required by Streets and Highways Code Section 3114.5.

SECTION 5. This Resolution shall be effective upon its adoption.

SECTION 6. The City Clerk shall certify to the adoption of this Resolution and shall cause this Resolution and her certification to be entered in the Book of Resolutions of the Council of this City.

Docusign Envelope ID: 035DB392-999C-4E75-8369-8D5D6412C3E9 3 B0785-0001\3147559v1.doc
Adopted:

SHARONA R. NAZARIAN, PSYD
Mayor of the City of Beverly Hills, California
ATTEST:
(SEAL)

HUMA AHMED
City Clerk
APPROVED AS TO FORM: APPROVED AS TO CONTENT:

LAURENCE S. WIENER NANCY HUNT-COFFEY
City Attorney City Manager
Docusign Envelope ID: 035DB392-999C-4E75-8369-8D5D6412C3E9 A-1
B0785-0001\3147559v1.doc

EXHIBIT A
COMMUNITY FACILITIES DISTRICT NO. 2025-1

OF THE CITY OF BEVERLY HILLS (ONE BEVERLY HILLS)
IMPROVEMENT AREA NO. 1

SPECIAL TAX AND SPECIAL BOND ELECTION
August 19, 2025
You are entitled to cast _____ votes.

To vote, stamp a cross (+) in the voting square after the word “YES” or after the word “NO”.

All marks otherwise made are forbidden. All distinguishing marks are forbidden and make the ballot void.

If you wrongly mark, tear, or deface this ballot, return it to the Registrar of Voters and obtain another.

PROPOSITION A: Shall Community Facilities District
No. 2025-1 of the City of Beverly Hills (One Beverly Hills) (the “District”) incur an indebtedness and issue bonds in the maximum principal amount of $100,000,000 for
Improvement Area No. 1 therein (the “Improvement
Area”), with interest at a rate or rates not to exceed the maximum interest rate permitted by law, to finance the
Facilities and the Incidental Expenses described in
Resolution No. 25-R-13554 of the City Council of the City of Beverly Hills establishing the District?
PROPOSITION B: Shall a special tax with a rate and
method of apportionment for the Improvement Area as
provided in Resolution No. 25-R-13554 of the City Council of the City of Beverly Hills establishing the District be levied to pay for the Facilities, Services, Incidental
Expenses and other purposes described in Resolution
No. 25-R-13554, including the payment of the principal of and interest on bonds issued by the District for the
Improvement Area to finance the Facilities and Incidental Expenses?
YES______
NO_______
YES______
NO_______
PROPOSITION C: For each year commencing with Fiscal
Year 2025-26, shall the appropriations limit, as defined by subdivision (h) of Section 8 of Article XIII B of the
California Constitution, for the District be an amount equal to $75,000,000?
YES______
NO_______
Docusign Envelope ID: 035DB392-999C-4E75-8369-8D5D6412C3E9 B-1
B0785-0001\3147559v1.doc

EXHIBIT B
COMMUNITY FACILITIES DISTRICT NO. 2025-1

OF THE CITY OF BEVERLY HILLS (ONE BEVERLY HILLS)
IMPROVEMENT AREA NO. 2

SPECIAL TAX AND SPECIAL BOND ELECTION
August 19, 2025
You are entitled to cast _____ votes.

To vote, stamp a cross (+) in the voting square after the word “YES” or after the word “NO”.

All marks otherwise made are forbidden. All distinguishing marks are forbidden and make the ballot void.

If you wrongly mark, tear, or deface this ballot, return it to the Registrar of Voters and obtain another.

PROPOSITION D: Shall Community Facilities District
No. 2025-1 of the City of Beverly Hills (One Beverly Hills) (the “District”) incur an indebtedness and issue bonds in the maximum principal amount of $450,000,000 for
Improvement Area No. 2 therein (the “Improvement
Area”), with interest at a rate or rates not to exceed the maximum interest rate permitted by law, to finance the
Facilities and the Incidental Expenses described in
Resolution No. 25-R-13554 of the City Council of the City of Beverly Hills establishing the District?
PROPOSITION E: Shall a special tax with a rate and
method of apportionment for the Improvement Area as
provided in Resolution No. 25-R-13554 of the City Council of the City of Beverly Hills establishing the District be levied to pay for the Facilities, Services, Incidental
Expenses and other purposes described in Resolution
No. 25-R-13554, including the payment of the principal of and interest on bonds issued by the District for the
Improvement Area to finance the Facilities and Incidental Expenses?
YES______
NO_______
YES______
NO_______
PROPOSITION F: For each year commencing with Fiscal
Year 2025-26, shall the appropriations limit, as defined by subdivision (h) of Section 8 of Article XIII B of the
California Constitution, for the District be an amount equal to $75,000,000?
YES______
NO_______
Docusign Envelope ID: 035DB392-999C-4E75-8369-8D5D6412C3E9 C-1
B0785-0001\3147559v1.doc

EXHIBIT C

CERTIFICATE OF THE CITY CLERK

AS TO THE RESULTS OF THE CANVASS OF THE ELECTIONS RETURNS

CERTIFICATE OF CITY CLERK

AS TO THE RESULTS OF THE CANVASS OF THE ELECTION RETURNS I, Huma Ahmed, City Clerk of the City of Beverly Hills, do hereby certify that I have examined the returns of the Special Tax and Bond Election for Improvement Area No. 1 of Community Facilities District No. 2025-1 of the City of Beverly Hills (One Beverly Hills). The election was held in the City Council Chambers, 455 North Rexford Drive, Beverly Hills, California 90210, on August 19, 2025. Mailed ballots were delivered to each qualified elector. ___ (_) ballots were returned.

I further certify that the results of said election and the number of votes cast for and against Propositions A, B and C for Improvement Area No. 1 are as follows:

PROPOSITION A PROPOSITION B PROPOSITION C
YES: YES: YES:

NO: NO: NO:

TOTAL: TOTAL: TOTAL:

I further certify that I have examined the returns of the Special Tax and Bond Election for Improvement Area No. 2 of Community Facilities District No. 2025-1 of the City of Beverly Hills (One Beverly Hills). The election was held in the City Council Chambers, 455 North Rexford Drive, Beverly Hills, California 90210, on August 19, 2025. Mailed ballots were delivered to each qualified elector. ___ (_) ballots were returned.

I further certify that the results of said election and the number of votes cast for and against Propositions D, E and F for Improvement Area No. 2 are as follows:

PROPOSITION D PROPOSITION E PROPOSITION F
YES: YES: YES:

NO: NO: NO:

TOTAL: TOTAL: TOTAL:

Dated this 19th day of August, 2025.

Huma Ahmed, City Clerk / Elections Official
Docusign Envelope ID: 035DB392-999C-4E75-8369-8D5D6412C3E9 Certificate Of Completion
Envelope Id: 035DB392-999C-4E75-8369-8D5D6412C3E9 Status: Sent Subject: Complete with Docusign: 6-RESOLUTION CERTIFYING ELECTION RESULTS BEVERLY HILLS CFD [8.19.25].DOCX Source Envelope:

Document Pages: 6 Signatures: 1 Envelope Originator:

Certificate Pages: 2 Initials: 0 Sivan Levin
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: 198.245.189.181
Record Tracking
Status: Original
8/13/2025 1:01:23 PM
Holder: Sivan Levin
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Laurence S. Wiener
[email protected]
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(None)
Signature Adoption: Pre-selected Style
Using IP Address: 69.75.7.194
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Viewed: 8/13/2025 1:27:07 PM
Signed: 8/13/2025 1:30:59 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Anthony Rodstein
[email protected]
Purchasing Services Manager
City of Beverly Hills (Finance Department)
Security Level: Email, Account Authentication
(None)
Sent: 8/13/2025 1:31:00 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Nancy Hunt-Coffey
[email protected]
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Electronic Record and Signature Disclosure:

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Sharona R. Nazarian
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

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Huma Ahmed
[email protected]
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(None)
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In Person Signer Events Signature Timestamp
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Jill Doohen
[email protected]
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Electronic Record and Signature Disclosure:

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Shani Parker
[email protected]
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(None)
Sent: 8/13/2025 1:02:56 PM
Electronic Record and Signature Disclosure:

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Adrianne Tarazon
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Keith Sterling
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Jackie Galeas
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Witness Events Signature Timestamp
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Envelope Sent Hashed/Encrypted 8/13/2025 1:02:56 PM
Payment Events Status Timestamps
Attachment 4
Ordinance Authorizing Levy of Special
Taxes

B0785-0001\3147564v1.doc
ORDINANCE NO. 25-O-____

ORDINANCE OF THE CITY OF BEVERLY HILLS, CALIFORNIA ACTING IN

ITS CAPACITY AS THE LEGISLATIVE BODY OF COMMUNITY FACILITIES DISTRICT NO. 2025-1 (ONE BEVERLY HILLS) OF THE CITY OF BEVERLY

HILLS AUTHORIZING THE LEVY OF SPECIAL TAXES WITHIN
IMPROVEMENT AREA NO. 1 AND IMPROVEMENT AREA NO. 2
WHEREAS, on July 15, 2025, the City Council (the “City Council”) of the City of Beverly Hills (the “City”) adopted Resolution No. 25-R-13554 (the “Resolution of Intention”) declaring its intention to form Community Facilities District No. 2025-1 (One Beverly Hills) of the City of Beverly Hills (the “District”) and Improvement Area No. 1 (“Improvement Area No. 1”) and Improvement Area No. 2 (“Improvement Area No. 2” and together with Improvement Area No. 1, the “Improvement Areas” and each an “Improvement Area”) therein pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, comprising Chapter 2.5 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California (the “Act”), and its Resolution No. 25-R-13555 declaring its intention to incur bonded indebtedness for each of Improvement Area No. 1 and Improvement Area No. 2; and WHEREAS, on August 19, 2025, after providing all notice required by the Act, the City Council conducted a noticed public hearing required by the Act relative to the proposed formation of the District, the designation of the Improvement Areas, the proposed levy of a special tax therein to finance certain public facilities and services described in the Resolution of Intention and to secure the payment of any bonded indebtedness of the District for the Improvement Areas, and the proposed issuance of up to $100,000,000 of bonded indebtedness for Improvement Area No. 1 and up to $450,000,000 of bonded indebtedness for Improvement Area No. 2, as described in the Resolution of Intention; and
WHEREAS, at the August 19, 2025 public hearing, all persons desiring to be heard on all matters pertaining to the formation of the District, the designation of the Improvement Areas and the proposed levy of the special taxes to finance the facilities and services described in the Resolution of Intention and to secure the payment of up to $100,000,000 of bonded indebtedness for Improvement 2 B0785-0001\3147564v1.doc
Area No. 1 and of up to $450,000,000 of bonded indebtedness for Improvement Area No. 2 as described in the Resolution of Intention (together, the “Bonds”) were heard and a full and fair hearing was held; and
WHEREAS, on August 19, 2025, the City Council adopted Resolution Nos. 25-R-___ (the “Resolution of Formation”) and 25-R-____ which formed the District, designated the Improvement Areas and called a special election within each of Improvement Area No. 1 and Improvement Area No. 2 on August 19, 2025 in each case on three propositions relating to the levy of a special tax within each Improvement Area, the issuance of the Bonds by the District for each Improvement Area and the establishment of an appropriations limit within the District; and WHEREAS, on August 19, 2025, a special election was held within Improvement Area No. 1 at which the qualified electors therein approved by more than a two-thirds vote Propositions A, B and C set forth in Exhibit B to the Resolution of Formation authorizing the levy of a special tax within Improvement Area No. 1 for the purposes described in the Resolution of Formation, the issuance of the Bonds for Improvement Area No. 1 as described in the Resolution of Formation and establishing an appropriations limit for the District; and
WHEREAS, on August 19, 2025, a special election was held within Improvement Area No. 2 at which the qualified electors therein approved by more than a two-thirds vote Propositions D, E and F set forth in Exhibit C to the Resolution of Formation authorizing the levy of a special tax within Improvement Area No. 2 for the purposes described in the Resolution of Formation, the issuance of the Bonds for Improvement Area No. 2 as described in the Resolution of Formation and establishing an appropriations limit for the District; and
WHEREAS, the facilities to be funded by the District that are part of the previously approved One Beverly Hills Overlay Specific Plan Project were fully analyzed in a Supplemental Environmental Impact Report (known by State Clearinghouse Number 2020090048, and hereafter referred to as the “SEIR”) that was prepared pursuant to the requirements of the California Environmental Quality Act 3 B0785-0001\3147564v1.doc
(“CEQA”), and certified by the City Council by Resolution No. 21-R-13348 adopted on June 8, 2021.

A Mitigation Monitoring and Reporting Plan was adopted and mitigation measures were adopted by the City Council and made binding on the Project. Because the One Beverly Hills Overlay Specific Plan facilities to be funded by the District are part of the approved Project, and are fully within the scope of the environmental analysis in the certified SEIR, no further environmental analysis of those improvements is required at this time. Pursuant to the City Facilities Funding Agreement between the City and BH LUXURY RESIDENCES LLC AND OWR HOTEL OWNER LLC, each a Delaware limited liability company, the City will receive the first $10 million of bond proceeds with which to fund other eligible facilities that are unknown at this time. Thus environmental analysis of any such future facilities at this time would be purely speculative. At such time in the future that facilities funded with the $10 million are proposed, the City will undertake the necessary environmental review as may be required by CEQA. Further, the formation of the District as to the incidental expenses and services described in Exhibit A to the Resolution of Formation does not constitute a project for CEQA purposes, because those components, although also covered within the scope of the SEIR, reflect the creation of government funding mechanisms or other government fiscal activities that do not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment.

NOW, THEREFORE, the City Council of the City of Beverly Hills, California does ordain as follows:

Section 1. The above recitals are all true and correct.

Section 2. By the passage of this Ordinance, the City Council authorizes and levies special taxes within Improvement Area No. 1 and Improvement Area No. 2 pursuant to Sections 53328 and 53340 of the Act at the rates and in accordance with the rate and method of apportionment set forth in Exhibit C to the Resolution of Intention as to Improvement Area No. 1 and the rate and method of apportionment set forth in Exhibit D to the Resolution of Intention as to Improvement Area No. 2, 4 B0785-0001\3147564v1.doc
which are incorporated by reference herein (each a “Rate and Method”). The special taxes are hereby levied commencing in the fiscal year specified in the Rate and Method for such Improvement Area and in each fiscal year thereafter until payment in full of the Bonds issued by the District for such Improvement Area (including any bonds issued to refund the Bonds), payment of all costs of the public facilities and services authorized to be financed by the District for such Improvement Area, and payment of all costs of administering the District allocable to such Improvement Area.

Section 3. Each of the Mayor, the City Manager, the Assistant City Manager, the Director of Finance, or their written designees (each, an “Authorized Officer”), acting alone, is hereby authorized and directed each fiscal year to determine the specific special tax rates and amounts to be levied in such fiscal year on each parcel of real property within Improvement Area No. 1 and Improvement Area No. 2, in the manner and as provided in the Rate and Method applicable to such Improvement Area. The special tax rate levied on a parcel pursuant to each Rate and Method shall not exceed the maximum rate set forth in the Rate and Method for such parcel, but the special tax may be levied at a lower rate. Each Authorized Officer is hereby authorized and directed to provide all necessary information to the Treasurer and Tax Collector of the County of Los Angeles and to otherwise take all actions necessary in order to effect proper billing and collection of the special tax within each Improvement Area, so that the special tax shall be levied and collected in sufficient amounts and at times necessary to satisfy the financial obligations of the District for such Improvement Area in each fiscal year, and with respect to the special tax levied for facilities, until the Bonds issued by the District for such Improvement Area are paid in full, the facilities financed for such Improvement Area have been paid for, and provision has been made for payment of all of the administrative costs of the District.

Section 4. Properties or entities of the state, federal or other local governments shall be exempt from the special tax for each Improvement Area, except as otherwise provided in Sections 53317.3 and 53317.5 of the Act and Section G of each Rate and Method. No other properties 5 B0785-0001\3147564v1.doc
or entities within each of the Improvement Areas are exempt from the special tax unless the properties or entities are expressly exempted in the Resolution of Formation or in a resolution of consideration to levy a new special tax or special taxes or to alter the applicable Rate and Method or an existing special tax as provided in Section 53334 of the Act.

Section 5. All of the collections of the special tax within each Improvement Area shall be used as provided for in the Act, the Rate and Method for such Improvement Area and the Resolution of Formation.

Section 6. The special tax within each Improvement Area shall be collected in the same manner as ordinary ad valorem property taxes are collected and shall be subject to the same penalties and the same procedure, sale and lien priority in case of delinquency as is provided for ad valorem taxes (which such procedures include the exercise of all rights and remedies permitted by law to make corrections, including, but not limited to, the issuance of amended or supplemental tax bills), as such procedure may be modified by law or by this City Council from time to time.

Section 7. As a cumulative remedy, if any amount levied as a special tax for payment of the interest or principal of the Bonds issued by the District for an Improvement Area (including any bonds issued to refund such Bonds), together with any penalties and other charges accruing under this Ordinance, are not paid when due, the City Council may, not later than four years after the due date of the last installment of principal on such Bonds (including any bonds issued to refund such Bonds), order that the same be collected by an action brought in the superior court to foreclose the lien of such special tax within the applicable Improvement Area, as authorized by the Act.

Section 8. The Mayor of the City shall sign this Ordinance and the City Clerk shall attest to the Mayor’s signature and then cause the same to be published within fifteen (15) days after its passage at least once in the Beverly Hills Courier, a newspaper of general circulation published and circulated in the City of Beverly Hills.
6 B0785-0001\3147564v1.doc
Section 9. The specific authorization for adoption of this Ordinance is pursuant to the provisions of Section 53340 of the Act.

Section 10. The City Clerk is hereby authorized to transmit a certified copy of this ordinance to the Treasurer and Tax Collector of the County of Los Angeles, and to perform all other acts which are required by the Act, this Ordinance or by law in order to accomplish the purpose of this Ordinance.

Section 11. The City Clerk shall cause this Ordinance to be published at least once in a newspaper of general circulation published and circulated in the City within fifteen (15) days after its passage in accordance with Section 36933 of the Government Code, shall certify to the adoption of this Ordinance, and shall cause this Ordinance and her certification, together with proof of publication, to be entered in the Book of Ordinances of the Council of this City.

Section 12. This Ordinance shall go into effect and be in full force and effect at 12:01 a.m. on the thirty-first (31st) day after its passage.

Adopted:

SHARONA R. NAZARIAN, PSYD
Mayor of the City of Beverly Hills,
California
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 5
Certificate of LA County Registrar

STATE OF CALIFORNIA )
) ss.

COUNTY OF LOS ANGELES)
I, DEAN C. LOGAN, Registrar-Recorder/County Clerk, in and for the County of Los Angeles, do hereby certify that I have examined the records of registration on file in my office, and as nearly as can be determined, that _0 active registered voter(s) reside(s) within the area known as Community Facilities District No.1 2025-1 (One Beverly Hills).

Dated _07/23/2025_
DEAN C. LOGAN
Registrar-Recorder/County Clerk
Fady Toma, GIS Manager,
On behalf of Dean C. Logan
Attachment 6
Landowner Waivers

1 4898-0822-7927v3/022362-0005

WAIVER OF CERTAIN ELECTION PROCEDURES

WITH RESPECT TO LANDOWNER ELECTION FOR
COMMUNITY FACILITIES DISTRICT NO. 2025-1

OF THE CITY OF BEVERLY HILLS (ONE BEVERLY HILLS)
IMPROVEMENT AREA NO. 1
The undersigned, acting on behalf of OWR Hotel Owner, LLC, a Delaware limited liability company (the “Owner”), hereby certifies to the City of Beverly Hills (the “City”), with respect to the proposed formation of Community Facilities District No. 2025-1 of the City of Beverly Hills (One Beverly Hills) (the “District”) and Improvement Area No. 1 (the “Improvement Area”) therein, as follows:

1. The undersigned has been duly authorized by the Owner and possesses all authority necessary to execute this Waiver on behalf of the Owner in connection with the election to be called by the City Council of the City with respect to the Improvement Area. The Owner hereby appoints ________ to act as its authorized representative to vote in the election referred to herein and certifies that his true and exact signature is set forth below:

Signature of ________: _____________________________________

2. The Owner is the present owner of 7.248 acres of land located within the proposed boundaries of the Improvement Area. To the actual knowledge of the undersigned, there are no registered voters residing within the territory owned by the Owner and there have been none during the 90-day period preceding August 19, 2025.

3. The Owner has received notice of the August 19, 2025 public hearing to be held by the City Council of the City regarding the levy of special taxes in the Improvement Area and the incurring of bonded indebtedness by the District for the Improvement Area. The Owner agrees that it received adequate notice of the August 19, 2025 hearing.

4. The Owner has received from the City and the City has made available to the Owner necessary and relevant information regarding the proposed formation of the District and the Improvement Area and the imposition of the special tax and the issuance of bonded indebtedness, as set forth in Resolutions Nos. 25-R-13554 and 25-R-13555 adopted by the City Council on July 15, 2025 (together, the “Resolutions”) to finance the facilities, services and other amounts as set forth in the Resolutions.

5. The undersigned understands that if the District and the Improvement Area are formed on or after August 19, 2025, an election will be held by the District for the Improvement Area on the propositions set forth in the sample ballot attached hereto as Exhibit A less than 90 days after the close of the August 19, 2025 public hearing as in accordance with Section 53326 of the Government Code, without the preparation of an impartial analysis, arguments or rebuttals concerning the election as provided for by Elections Code Sections 9160 to 9167, inclusive, and 9190 and without preparation of a tax rate statement as provided in Section 9401 of the Elections Code and without further notice of such election as required pursuant to the Elections Code or the Government Code. Having been fully advised with respect to the election, in accordance with the authority contained in Government Code Sections 53326 and 53327, the Owner waives compliance with the 2 4898-0822-7927v3/022362-0005
foregoing provisions of the Elections Code and Government Code, with any time limits or other procedural requirements pertaining to the conduct of the election which are not being complied with and consents to having the election on any date on or after the close of the August 19, 2025 public hearing and consents to the closing of the election as soon as all ballots are received by the City Clerk.

6. The undersigned hereby represents that compliance with the procedural requirements for conducting the election, including the receipt of any ballot arguments and impartial analysis and the time limitations which apply in connection with scheduling, mailing and publishing notices for such an election, are unnecessary in light of the fact that the undersigned has received sufficient information regarding the imposition of the special tax and the issuance of bonded indebtedness as set forth in the Resolutions to allow it to properly complete the attached ballot. The Owner further waives its right to make any protest or complaint or undertake any legal action challenging the validity of the election, the validity of any bonded indebtedness issued by the District for the Improvement Area as approved at the election, or the validity of the authorization of the special tax to finance facilities and services for the benefit of the District or to repay bonded indebtedness issued by the District for the Improvement Area in accordance with the rate and method of apportionment of special taxes provided in Resolution No. 25-R-13554 of the City Council of the City.

Dated: August ___, 2025
OWR Hotel Owner, LLC,
a Delaware limited liability company
By:_________________________________
Johnathan Goldstein, Director
A-1
4898-0822-7927v3/022362-0005

EXHIBIT A

SAMPLE BALLOT
COMMUNITY FACILITIES DISTRICT NO. 2025-1

OF THE CITY OF BEVERLY HILLS (ONE BEVERLY HILLS)
IMPROVEMENT AREA NO. 1

SPECIAL TAX AND SPECIAL BOND ELECTION
August 19, 2025
PROPOSITION A: Shall Community Facilities District
No. 2025-1 of the City of Beverly Hills (One Beverly Hills) (the “District”) incur an indebtedness and issue bonds in the maximum principal amount of $100,000,000 for
Improvement Area No. 1 therein (the “Improvement
Area”), with interest at a rate or rates not to exceed the maximum interest rate permitted by law, to finance the
Facilities and the Incidental Expenses described in
Resolution No. 25-R-13554 of the City Council of the City of Beverly Hills establishing the District?
PROPOSITION B: Shall a special tax with a rate and
method of apportionment for the Improvement Area as
provided in Resolution No. 25-R-13554 of the City Council of the City of Beverly Hills establishing the District be levied to pay for the Facilities, Services, Incidental
Expenses and other purposes described in Resolution
No. 25-R-13554, including the payment of the principal of and interest on bonds issued by the District for the
Improvement Area to finance the Facilities and Incidental Expenses?
YES______
NO_______
YES______
NO_______
PROPOSITION C: For each year commencing with Fiscal
Year 2025-26, shall the appropriations limit, as defined by subdivision (h) of Section 8 of Article XIII B of the
California Constitution, for the District be an amount equal to $75,000,000?
YES______
NO_______
1 4910-3907-8489v2/022362-0005

WAIVER OF CERTAIN ELECTION PROCEDURES

WITH RESPECT TO LANDOWNER ELECTION FOR
COMMUNITY FACILITIES DISTRICT NO. 2025-1

OF THE CITY OF BEVERLY HILLS (ONE BEVERLY HILLS)
IMPROVEMENT AREA NO. 2
The undersigned, acting on behalf of BH Luxury Residences, LLC, a Delaware limited liability company (the “Owner”), hereby certifies to the City of Beverly Hills (the “City”), with respect to the proposed formation of Community Facilities District No. 2025-1 of the City of Beverly Hills (One Beverly Hills) (the “District”) and Improvement Area No. 2 (the “Improvement Area”) therein, as follows:

1. The undersigned has been duly authorized by the Owner and possesses all authority necessary to execute this Waiver on behalf of the Owner in connection with the election to be called by the City Council of the City with respect to the Improvement Area. The Owner hereby appoints ________ to act as its authorized representative to vote in the election referred to herein and certifies that his true and exact signature is set forth below:

Signature of ________: _____________________________________

2. The Owner is the present owner of 8.134 acres of land located within the proposed boundaries of the Improvement Area. To the actual knowledge of the undersigned, there are no registered voters residing within the territory owned by the Owner and there have been none during the 90-day period preceding August 19, 2025.

3. The Owner has received notice of the August 19, 2025 public hearing to be held by the City Council of the City regarding the levy of special taxes in the Improvement Area and the incurring of bonded indebtedness by the District for the Improvement Area. The Owner agrees that it received adequate notice of the August 19, 2025 hearing.

4. The Owner has received from the City and the City has made available to the Owner necessary and relevant information regarding the proposed formation of the District and the Improvement Area and the imposition of the special tax and the issuance of bonded indebtedness, as set forth in Resolutions Nos. 25-R-13554 and 25-R-13555 adopted by the City Council on July 15, 2025 (together, the “Resolutions”) to finance the facilities, services and other amounts as set forth in the Resolutions.

5. The undersigned understands that if the District and the Improvement Area are formed on or after August 19, 2025, an election will be held by the District for the Improvement Area on the propositions set forth in the sample ballot attached hereto as Exhibit A less than 90 days after the close of the August 19, 2025 public hearing as in accordance with Section 53326 of the Government Code, without the preparation of an impartial analysis, arguments or rebuttals concerning the election as provided for by Elections Code Sections 9160 to 9167, inclusive, and 9190 and without preparation of a tax rate statement as provided in Section 9401 of the Elections Code and without further notice of such election as required pursuant to the Elections Code or the Government Code. Having been fully advised with respect to the election, in accordance with the authority contained in Government Code Sections 53326 and 53327, the Owner waives compliance with the 2 4910-3907-8489v2/022362-0005
foregoing provisions of the Elections Code and Government Code, with any time limits or other procedural requirements pertaining to the conduct of the election which are not being complied with and consents to having the election on any date on or after the close of the August 19, 2025 public hearing and consents to the closing of the election as soon as all ballots are received by the City Clerk.

6. The undersigned hereby represents that compliance with the procedural requirements for conducting the election, including the receipt of any ballot arguments and impartial analysis and the time limitations which apply in connection with scheduling, mailing and publishing notices for such an election, are unnecessary in light of the fact that the undersigned has received sufficient information regarding the imposition of the special tax and the issuance of bonded indebtedness as set forth in the Resolutions to allow it to properly complete the attached ballot. The Owner further waives its right to make any protest or complaint or undertake any legal action challenging the validity of the election, the validity of any bonded indebtedness issued by the District for the Improvement Area as approved at the election, or the validity of the authorization of the special tax to finance facilities and services for the benefit of the District or to repay bonded indebtedness issued by the District for the Improvement Area in accordance with the rate and method of apportionment of special taxes provided in Resolution No. 25-R-13554 of the City Council of the City.

Dated: August ___, 2025
BH Luxury Residences, LLC,
a Delaware limited liability company
By:_________________________________
Johnathan Goldstein, Director
A-1
4910-3907-8489v2/022362-0005

EXHIBIT A

SAMPLE BALLOT
COMMUNITY FACILITIES DISTRICT NO. 2025-1

OF THE CITY OF BEVERLY HILLS (ONE BEVERLY HILLS)
IMPROVEMENT AREA NO. 2

SPECIAL TAX AND SPECIAL BOND ELECTION
August 19, 2025
PROPOSITION A: Shall Community Facilities District
No. 2025-1 of the City of Beverly Hills (One Beverly Hills) (the “District”) incur an indebtedness and issue bonds in the maximum principal amount of $450,000,000 for
Improvement Area No. 2 therein (the “Improvement
Area”), with interest at a rate or rates not to exceed the maximum interest rate permitted by law, to finance the
Facilities and the Incidental Expenses described in
Resolution No. 25-R-13554 of the City Council of the City of Beverly Hills establishing the District?
PROPOSITION B: Shall a special tax with a rate and
method of apportionment for the Improvement Area as
provided in Resolution No. 25-R-13554 of the City Council of the City of Beverly Hills establishing the District be levied to pay for the Facilities, Services, Incidental
Expenses and other purposes described in Resolution
No. 25-R-13554, including the payment of the principal of and interest on bonds issued by the District for the
Improvement Area to finance the Facilities and Incidental Expenses?
YES______
NO_______
YES______
NO_______
PROPOSITION C: For each year commencing with Fiscal
Year 2025-26, shall the appropriations limit, as defined by subdivision (h) of Section 8 of Article XIII B of the
California Constitution, for the District be an amount equal to $75,000,000?
YES______
NO_______
Attachment 7
CFD Hearing Report

EXHIBIT A

CITY OF BEVERLY HILLS
COMMUNITY FACILITIES DISTRICT NO. 2025-1
(ONE BEVERLY HILLS)

COMMUNITY FACILITIES DISTRICT HEARING REPORT

CONTENTS
Introduction
A. Description of Facilities and Services
B. Cost Estimates
C. Proposed Boundaries of the Community Facilities District D. Rate and Method of Apportionment of Special Tax
* * * * * * * * * * * *
Exhibit A – List of Authorized Facilities and Services
Exhibit B – Cost Estimates
Exhibit C – Rate and Method of Apportionment of Special Tax - Improvement Area No. 1 and Improvement Area No. 2

CITY OF BEVERLY HILLS
COMMUNITY FACILITIES DISTRICT NO. 2025-1
(ONE BEVERLY HILLS)

INTRODUCTION
The City Council (the “City Council”) of the City of Beverly Hills (the “City”) did, pursuant to the provisions of the Mello-Roos Community Facilities Act of 1982 (the “Act”), on July 15, 2025, adopt a resolution entitled, “Resolution of the City of Beverly Hills of Intention to Establish Community Facilities District No. 2025-1 of the City of Beverly Hills (One Beverly Hills) (the “CFD”), Designate Improvement Area No. 1 and No. 2 Therein, Authorize the Levy of Special Taxes to Pay the Costs of Acquiring, Constructing and/or Providing Certain Facilities, Services and Expenses of the District and Pay Debt Service on Bonded Indebtedness, Setting a Public Hearing, Amending the City’s Community Facilities District Goals and Policies and Making a Determination That No Further Environmental Review is Required Pursuant to the California Environmental Quality Act” (the “Resolution of Intention”). In the Resolution of Intention, the City Council expressly ordered the preparation of a written Community Facilities District Report (the “Report”) for the proposed CFD.

The Resolution of Intention ordering the Report directed that the Report generally contain the following:
(a) A description of the facilities (the “Facilities”) and the services (the “Services”) by type which will be required to adequately meet the needs of the CFD.
(b) An estimate of the fair and reasonable cost of the Facilities and Services including the cost of acquisition of lands, rights-of-way and easements, any physical facilities required in conjunction therewith and incidental expenses in connection therewith, including the costs of the proposed bond financing and other debt and all other related costs as provided in Section 53345.3 of the Act.

For particulars, reference is made to the Resolution of Intention for the CFD, as previously approved and adopted by the City Council.

NOW, THEREFORE, the following data is submitted pursuant to the direction of the City Council:

A. DESCRIPTION OF FACILITIES AND SERVICES. A general description of the proposed Facilities and Services is provided in Exhibit “A” attached hereto and hereby made a part hereof.

B. COST ESTIMATES. Cost estimates for the proposed Facilities and Services are set forth in Exhibit “B” attached hereto and hereby made a part hereof.

C. PROPOSED BOUNDARIES OF THE COMMUNITY FACILITIES DISTRICT.

The proposed boundaries of the CFD are those properties and parcels on which special taxes may be levied to pay for the Facilities and Services. The proposed boundaries of the CFD are identified in the map entitled “Proposed Boundaries City of Beverly Hills Community Facilities District No. 2025-1 (One Beverly Hills) County of Los Angeles, State of California” which has been recorded in the office of the Los Angeles County Recorder.

D. RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX. All of the property located within the CFD boundaries, unless exempted by law or by the Rate and Method of Apportionment of Special Tax for Improvement Area No. 1 or Improvement Area No. 2 (the “RMAs”), shall be taxed for the purpose of financing the Facilities and Services. The City will annually determine the actual amount of the special tax levies based on the method and subject to the Maximum Special Tax rates contained in the RMAs. The RMA for each Improvement Area in the CFD are provided in Exhibit “C”, attached hereto and hereby made a part hereof.

EXHIBIT A

CITY OF BEVERLY HILLS
COMMUNITY FACILITIES DISTRICT NO. 2025-1
(ONE BEVERLY HILLS)

LIST OF AUTHORIZED FACILITIES AND SERVICES

AUTHORIZED FACILITIES
The CFD and each Improvement Area shall be authorized to finance any facilities and improvements, costs and incidental expenses authorized under the Mello-Roos Community Facilities Act of 1982, as amended (the “Act”), including, but not limited to, those facilities described below (referred to in this Exhibit and in the Resolution of Intention collectively as the “Facilities”).

The proposed types of Facilities and expenses to be financed by the CFD include:

The construction, purchase, modification, expansion, rehabilitation and/or improvement of certain roadways and roadway improvements, tunnels, parks, biking trails, storm drains and basins, water and wastewater facilities (including, without limitation, domestic and non-domestic water facilities, wells, pre-treatment basins, infiltration basins, reservoirs, pipelines, storm and sewer drains and related infrastructure and improvements), wet and dry utilities, bridges and pedestrian bridges, traffic signals, and related infrastructure improvements, both onsite and offsite, all appurtenances and appurtenant work in connection with the foregoing (including utility line relocations and electric, gas and cable utilities), and any real property interest in the foregoing, and the incidental expenses to be incurred, including:
(a) The cost of engineering, planning and designing the Facilities; (b) All costs, including all costs of the property owners petitioning for formation of the CFD and annexations to the CFD, associated with the creation of the CFD, the issuance of the bonds, the determination of the amount of special taxes to be levied and costs otherwise incurred in order to carry out the authorized purposes of the CFD; and
(c) Any other expenses incidental to the construction, acquisition, modification, rehabilitation, completion and inspection of the Facilities.

AUTHORIZED SERVICES
The authorized services (referred to in this Exhibit and in the Resolution of Intention as “Services”) to be financed by the CFD include:

Wilshire Blvd and Santa Monica Blvd Right of Way:

Maintenance, repair, replacement and cleaning of improvements within the public right of way including but not limited to roadway improvements (paving, curb and gutter, storm drain inlets and vaults, striping), sidewalks, street lighting and other electrical improvements, signage, landscaping, irrigation, hardscape and furniture, etc.

Merv Griffin Way (MGW):

Maintenance, repair, replacement and cleaning of MGW including but not limited to roadway improvements (paving, curb and gutter, storm drain inlets and vaults, striping), sidewalks, vertical walls, columns and other structural elements, ceiling finishes, lighting and other electrical improvements, exhaust and ventilation systems, signage, landscaping, irrigation, hardscape and furniture, etc.

Publicly Accessible Botanical Gardens:

Maintenance, repair, replacement and cleaning of the publicly accessible portions of the Botanical Gardens including but not limited to landscaping, irrigation, storm drain inlets, grates and vaults, pathways, sidewalks and retaining walls, water elements, lighting, signage, gates and fencing, other hardscape including furniture, bridges, and seating areas, and security services.

EXHIBIT B

CITY OF BEVERLY HILLS
COMMUNITY FACILITIES DISTRICT NO. 2025-1
(ONE BEVERLY HILLS)
Cost Estimates

FACILITIES
The following is a summary of the estimated costs of acquisition and construction of the Facilities. In addition, the CFD will finance bond and other debt issuance costs, capitalized interest, a debt service reserve fund, the costs of forming the CFD and other costs associated with the sale of bonds and annual administration of the CFD.

SERVICES
Following is the estimated fiscal year 2025-26 cost of providing the Services to the territory in the CFD, with such costs escalating annually thereafter.

Services Estimated Cost
As set forth in Exhibit A $4,795,265

EXHIBIT C

CITY OF BEVERLY HILLS
COMMUNITY FACILITIES DISTRICT NO. 2025-1
(ONE BEVERLY HILLS)
Rate and Method of Apportionment of Special Tax
For Improvement Areas No. 1 and No. 2

One Beverly Hills CFD, IA No. 1 1 May 15, 2025
IMPROVEMENT AREA NO. 1

CITY OF BEVERLY HILLS
COMMUNITY FACILITIES DISTRICT NO. 2025-1
(ONE BEVERLY HILLS)

RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX
A Special Tax applicable to each Taxable Parcel in Improvement Area No. 1 of the City of Beverly Hills Community Facilities District No. 2025-1 (One Beverly Hills) shall be levied and collected according to the tax liability determined by the City Council through the application of the appropriate amount or rate for Taxable Parcels, as described below. All property in Improvement Area No. 1, unless exempted by law or by the provisions of Section G below, shall be taxed for the purposes, to the extent, and in the manner herein provided, including property subsequently annexed to Improvement Area No. 1 unless a separate Rate and Method of Apportionment is adopted for the annexation area.

A. DEFINITIONS
The terms hereinafter set forth have the following meanings:
“Act” means the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, (commencing with Section 53311), Part 1, Division 2 of Title 5 of the Government Code of the State of California.
“Administrative Expenses” means any or all of the following: the fees and expenses of any fiscal agent or trustee (including any fees or expenses of its counsel) employed in connection with any Bonds, and the expenses of the City in carrying out its duties with respect to Improvement Area No. 1, the CFD, and the Bonds, including, but not limited to, the levy and collection of the Special Tax, the fees and expenses of its counsel, charges levied by the County in connection with the levy and collection of Special Taxes, costs related to property owner inquiries regarding the Special Tax, costs associated with appeals or requests for interpretation associated with the Special Tax and this RMA, amounts needed to pay rebate to the federal government with respect to Bonds, costs associated with complying with continuing disclosure requirements for the City and any major property owners or other obligated parties, costs associated with foreclosure and collection of delinquent Special Taxes, and all other costs and expenses of the City and County in any way related to the establishment or administration of Improvement Area No. 1 and the CFD. “Administrator” shall mean the person or firm designated by the City to administer the Special Tax according to this RMA.
“Airspace Parcel” means a parcel with an assigned Assessor’s Parcel number that constitutes vertical space of an underlying land parcel.
“Assessor’s Parcel” or “Parcel” means a lot or parcel, including an Airspace Parcel, shown on an Assessor’s Parcel Map with an assigned Assessor’s Parcel number. “Assessor’s Parcel Map” means an official map of the County Assessor designating Parcels by Assessor’s Parcel number.

One Beverly Hills CFD, IA No. 1 2 May 15, 2025
“Authorized Facilities” means the public facilities authorized to be financed, in whole or in part, by the CFD.
“Authorized Services” means the services authorized by the Act to be funded, in whole or in part, by the CFD.
“Base Facilities Special Tax” means the Facilities Special Tax per square foot that is used to calculate the Maximum Facilities Special Tax for Taxable Parcels pursuant to Sections C and D of this RMA.
“Base Services Special Tax” means the Services Special Tax per square foot that is used to calculate the Maximum Services Special Tax for Taxable Parcels pursuant to Sections C and D of this RMA.
“Base Special Tax” means, prior to the Transition Year, the Base Facilities Special Tax and, in and after the Transition Year, the Base Services Special Tax. “Bonds” means bonds or other debt (as defined in the Act), whether in one or more series, secured by the Facilities Special Tax and issued or assumed by or for Improvement Area No. 1 to fund Authorized Facilities.
“Building Permit” means a permit that allows for vertical construction of a building or buildings, which shall not include a separate permit issued for construction of the foundation thereof. “Certificate of Occupancy” means the first certificate, including any temporary certificate of occupancy, issued by the City to confirm that a building or a portion of a building has met all of the building codes and can be occupied for residential and/or non-residential use. “CFD” means the City of Beverly Hills Community Facilities District No. 2025-1 (One Beverly Hills).
“CFD Formation” means the date on which the Resolution of Formation to form the CFD was adopted by the City Council.
“City” means the City of Beverly Hills.
“City Council” means the City Council of the City of Beverly Hills. “County” means the County of Los Angeles.
“Developer” means Cain Development LLC and its successors and assigns. “Escalator” means the lesser of the following: (i) the annual increase, if any, in the Consumer Price Index (CPI) for All Urban Consumers in the Los Angeles-Long Beach-Anaheim region published by the Bureau of Labor Statistics of the United States Department of Labor, or, if such index is no longer published, a similar escalator that is determined by the City to be appropriate, and (ii) five percent (5%).

One Beverly Hills CFD, IA No. 1 3 May 15, 2025
“Expected Land Uses” means the Residential Square Footage and Non-Residential Square Footage expected within Improvement Area No. 1 at CFD Formation, as identified in Attachment 1 of this RMA. Pursuant to Section D of this RMA, the Administrator will continually update Attachment 1 to reflect Expected Land Uses on Successor Parcels and Expected Land Uses after Land Use Changes. Such update shall be maintained internally by the Administrator and shall not require recordation of an amended RMA.
“Expected Maximum Facilities Special Tax Revenues” means the aggregate Facilities Special Tax that can be levied based on application of the Base Facilities Special Tax to the Expected Land Uses. The Expected Maximum Facilities Special Tax Revenues at CFD Formation are shown in Attachment 1 and may be revised pursuant to Sections D and H below. “Facilities Special Tax” means a special tax levied in any Fiscal Year to pay the Facilities Special Tax Requirement.
“Facilities Special Tax Requirement” means the amount necessary in any Fiscal Year to: (i) pay principal and interest on Bonds that are due in the calendar year that begins in such Fiscal Year; (ii) pay periodic costs on the Bonds, including but not limited to, credit enhancement, liquidity support and rebate payments on the Bonds; (iii) replenish reserve funds created for the Bonds under the Indenture to the extent such replenishment has not been included in the computation of the Special Tax Requirement in a previous Fiscal Year; (iv) cure any delinquencies in the payment of principal or interest on Bonds which have occurred in the prior Fiscal Year or, based on prior delinquencies, are expected to occur in the current Fiscal Year; and (v) pay Administrative Expenses. The amounts referred to in clauses (i), (ii) and (iii) of this definition of Facilities Special Tax Requirement may be reduced in any Fiscal Year by: (a) interest earnings on or surplus balances in funds and accounts for the Bonds to the extent that such earnings or balances are available to apply against such costs pursuant to the Indenture; (b) in the sole and absolute discretion of the City, proceeds received by the CFD from the collection of penalties associated with delinquent Facilities Special Taxes; and (c) any other revenues available to pay such costs, each as determined in the sole discretion of the City.
“First Bond Sale” means issuance of the first series of Bonds secured, in whole or in part, by Facilities Special Taxes levied and collected from Taxable Parcels in Improvement Area No. 1. “Fiscal Year” means the period starting July 1 and ending on the following June 30. “Improvement Area No. 1” means Improvement Area No. 1 of the CFD. “Indenture” means the bond indenture, fiscal agent agreement, trust agreement, resolution or other instrument pursuant to which Bonds are issued, as modified, amended, and/or supplemented from time to time, and any instrument replacing or supplementing the same. “Initial Facilities Special Tax” means, upon subdivision of an Original Parcel, the Facilities Special Tax estimated for each Successor Parcel by multiplying the Residential Square Footage or Non-Residential Square Footage on the Successor Parcel by the applicable Base Facilities Special Tax.

One Beverly Hills CFD, IA No. 1 4 May 15, 2025
“Land Use” means, individually, Residential Square Footage or Non-Residential Square Footage. “Land Use Change” means a change to the Expected Land Uses after CFD Formation. “Maximum Facilities Special Tax” means the greatest amount of Facilities Special Tax that can be levied on a Parcel in any Fiscal Year as determined in accordance with Sections C and D below. “Maximum Services Special Tax” means the greatest amount of Services Special Tax that can be levied on a Parcel in any Fiscal Year, as determined in accordance with Sections C and D below. “Maximum Special Tax” means, prior to the Transition Year, the Maximum Facilities Special Tax and, in and after the Transition Year, the Maximum Services Special Tax. “Non-Residential Square Footage” or “Non-Residential Square Foot” means net leasable and net saleable square footage within a building that is: (i) used or expected to be used for commercial, retail, office, industrial, or hotel uses; (ii) is not Residential Square Footage, Public Square Footage, Owners Association Square Footage, or Parking Square Footage; and (iii) does not fall within the exemptions set forth in Section G below. The City, in coordination with the Administrator, shall make the final determination as to the amount of Non-Residential Square Footage on a Parcel within Improvement Area No. 1. Non-Residential Square Foot means a single square-foot unit of Non-Residential Square Footage.
“Original Parcel” means an Assessor’s Parcel in Improvement Area No. 1 at the time of CFD Formation or added to Improvement Area No. 1 upon annexation, as identified in Attachment 1 (which shall be updated after each annexation). A Successor Parcel that is being further subdivided shall also be considered an Original Parcel for purposes of determining the Maximum Special Tax pursuant to Section C below.
“Owners Association” means a homeowners association or property owners association that provides services to, and collects assessments, fees, dues, or charges from, property within Improvement Area No. 1.
“Owners Association Square Footage” means, within any building in Improvement Area No. 1, square footage that is owned in fee or by easement by an Owners Association, not including any such property that is located directly under a residential unit or structure. Notwithstanding the foregoing, if, in any Fiscal Year, square footage that had been taxed as Residential Square Footage or Non-Residential Square Footage in the prior year becomes Owners Association Square Footage, such square footage shall continue to be taxed as Residential Square Footage or Non-Residential Square Footage, as applicable, unless and until the Administrator determines that such square footage can be exempted from the Special Tax without reducing debt service coverage below Required Coverage.
“Parking Square Footage” means any square footage in a building that is reserved solely for parking uses, as determined by the City and the Administrator. “Proportionately” means that the ratio of the actual Special Tax levied in any Fiscal Year to the Maximum Special Tax authorized to be levied in that Fiscal Year is equal for all Taxable Parcels.

One Beverly Hills CFD, IA No. 1 5 May 15, 2025
“Public Square Footage” means, within any building in Improvement Area No. 1, square footage that is owned in fee or by easement by the City, County, federal government, State of California, or other public agency. Notwithstanding the foregoing, if, in any Fiscal Year, square footage that had been taxed as Residential Square Footage or Non-Residential Square Footage in the prior year becomes Public Square Footage, such square footage shall continue to be taxed as Residential Square Footage or Non-Residential Square Footage, as applicable, unless and until the Administrator determines that such square footage can be exempted from the Special Tax without reducing debt service coverage below Required Coverage. “Required Coverage” means the amount by which the Expected Maximum Facilities Special Tax Revenues must exceed the Bond debt service and priority Administrative Expenses (if any), as set forth in the Indenture, Certificate of Special Tax Consultant, or other formation or bond document that identifies the minimum required debt service coverage. “Residential Square Footage” or “Residential Square Foot” means the square footage of living area of a residential unit as reflected on a condominium plan, Building Permit, Certificate of Occupancy, or as otherwise provided by the Developer or the City. The City, in coordination with the Administrator, shall make the final determination as to the amount of Residential Square Footage on a Parcel within Improvement Area No. 1. Residential Square Foot means a single square-foot unit of Residential Square Footage.
“RMA” means this Rate and Method of Apportionment of Special Tax. “Services Special Tax” means a special tax levied in any Fiscal Year on Taxable Parcels in the CFD to pay the Services Special Tax Requirement.
“Services Special Tax Requirement” means the amount of revenue needed in any Fiscal Year to pay for: (i) Authorized Services, (ii) Administrative Expenses, and (iii) amounts needed to cure delinquencies in the payment of Services Special Taxes which have occurred in the prior Fiscal Year. In any Fiscal Year, the Services Special Tax Requirement shall be reduced by surplus amounts available (as determined by the City) from the levy of the Services Special Tax in prior Fiscal Years, including revenues from collection of delinquent Services Special Taxes and associated penalties and interest.
“Special Tax” means, prior to the Transition Year, the Facilities Special Tax and, in and after the Transition Year, the Services Special Tax.
“Special Tax Requirement” means, prior to the Transition Year, the Facilities Special Tax Requirement and, in and after the Transition Year, the Services Special Tax Requirement. “Successor Parcel” means a Taxable Parcel created by subdivision or reconfiguration of an Original Parcel on which construction of Residential Square Footage and/or Non-Residential Square Footage is permitted.
“Taxable Parcel” means any Parcel that is not exempt from the Special Tax pursuant to law or Section G below.

One Beverly Hills CFD, IA No. 1 6 May 15, 2025
“Tentative Map” means a tentative map or substantial conformance exhibit for property in Improvement Area No. 1, including any adjustments or amendments thereto. “Transition Event” shall be deemed to have occurred when the Administrator determines that the following events have taken place: (i) all Bonds secured by the levy and collection of Facilities Special Taxes in the CFD have been fully repaid, or there are sufficient revenues available to fully repay the Bonds in funds and accounts that, pursuant to the Indenture, will require such revenues to be applied to repay the Bonds; (ii) all Administrative Expenses from prior Fiscal Years have been paid or reimbursed to the City; and (iii) there are no other Authorized Facilities that the City intends to fund with Bonds and Facilities Special Taxes. “Transition Year” means the earlier of (i) the first Fiscal Year in which the Administrator determines that the Transition Event occurred in the prior Fiscal Year, and (ii) Fiscal Year 2071-

72. B. DATA FOR ADMINISTRATION OF THE SPECIAL TAX
Each Fiscal Year, the Administrator shall: (i) identify the current Assessor’s Parcel numbers for all Taxable Parcels in Improvement Area No. 1; (ii) determine the Residential Square Footage and/or Non-Residential Square Footage on each Taxable Parcel; (iii) determine if the Transition Event occurred in the prior Fiscal Year; and (iv) determine the Special Tax Requirement for the Fiscal Year. In addition, the Administrator shall, on an ongoing basis, monitor the Tentative Map, final maps, condominium plans, Certificates of Occupancy, and Building Permits to determine if there are any proposed Land Use Changes that would change the Expected Maximum Facilities Special Tax Revenues. If the Expected Maximum Facilities Special Tax Revenues will be revised pursuant to a proposed Land Use Change, the Administrator shall apply Section D.2 below.

If, in any Fiscal Year, there is a question as to the Residential Square Footage or Non-Residential Square Footage on a Taxable Parcel, the City and the Administrator shall work with the Developer to make the final determination, and such determination shall be conclusive and binding.

In any Fiscal Year, if it is determined that: (i) a parcel map for property in Improvement Area No. 1 was recorded after January 1 of the prior Fiscal Year (or any other date after which the Assessor will not incorporate the newly-created Parcels into the then current tax roll), (ii) because of the date the parcel map was recorded, the Assessor does not yet recognize the new Parcels created by the parcel map, and (iii) one or more of the newly-created Parcels has a different Land Use than other Parcels created by the subdivision, the Administrator shall calculate the Special Taxes for the property affected by recordation of the parcel map by determining the Special Taxes that apply separately to square footage within each Land Use, then applying the sum of the individual Special Taxes to the Parcel that was subdivided by recordation of the parcel map.

C. MAXIMUM SPECIAL TAX
The Administrator shall use the procedures set forth below to calculate the Maximum Special Tax for each Taxable Parcel in Improvement Area No. 1 in each Fiscal Year.

One Beverly Hills CFD, IA No. 1 7 May 15, 2025

1. Facilities Special Tax on Original Parcels
The Maximum Facilities Special Tax for each Original Parcel in Improvement Area No. 1 is identified in Attachment 1 to this RMA. These Maximum Facilities Special Taxes: (i) were determined based on application of the Base Facilities Special Taxes shown in Table 1 below to the Expected Land Uses on each Original Parcel; (ii) will escalate pursuant to Section D.1 herein, (iii) may be adjusted pursuant to Section D.5 below; and (iv) will apply until the Transition Year, at which point the Facilities Special Tax shall no longer be levied. Attachment 1 will be updated by the Administrator as needed to reflect adjustments to the Maximum Facilities Special Tax assigned to each Original Parcel, to identify the Maximum Facilities Special Tax for Successor Parcels, and to identify Original Parcels added to Improvement Area No. 1 due to annexations and subdivisions.

Table 1
Improvement Area No. 1
Base Facilities Special Tax
Land Use
Base Facilities Special Tax
Fiscal Year 2025-26 *
Non-Residential Square Footage $7.64 per Non-Residential Square Foot Residential Square Footage $15.23 per Residential Square Foot * Beginning July 1, 2026 and each July 1 thereafter, the dollar amounts shown above shall be escalated as set forth in Section D.1a.

2. Facilities Special Tax on Successor Parcels
Upon subdivision of an Original Parcel in Improvement Area No. 1, the Administrator shall apply the following steps to assign a Maximum Facilities Special Tax to the Successor Parcels created by the subdivision:

Step 1. In coordination with the City and the Developer, determine the Residential Square Footage and Non-Residential Square Footage on each Successor Parcel.

Step 2. Multiply the Base Facilities Special Tax for each Land Use by the square footage of each Land Use on each Successor Parcel to determine the Initial Facilities Special Tax for the Successor Parcel.

Step 3. Sum the Initial Facilities Special Taxes determined in Step 2 for all Successor Parcels created by the subdivision and compare this sum to the Expected Maximum Facilities Special Tax Revenues for the Original Parcel before it subdivided. If the sum of the Initial Facilities Special Taxes is greater than or equal to the Expected Maximum Facilities Special Tax Revenues for the Original Parcel, then the Initial Facilities Special Tax determined for each Successor Parcel in Step 2 shall be the Maximum Facilities Special Tax for each Successor Parcel, which amount shall escalate pursuant to Section D.1 herein.

One Beverly Hills CFD, IA No. 1 8 May 15, 2025
If the sum of the Initial Facilities Special Taxes for the Successor Parcels is less than the Expected Maximum Facilities Special Tax Revenues for the Original Parcel, then the Administrator shall determine the applicable step below to determine the Maximum Facilities Special Tax for each Successor Parcel:

3.a. If the First Bond Sale has not yet occurred, then the Initial Facilities Special Tax for each Successor Parcel shall be the Maximum Facilities Special Tax for each Successor Parcel, which amount shall escalate in each future Fiscal Year pursuant to Section D.1 below; or

3.b. If the First Bond Sale has occurred but the reduction in Expected Maximum Facilities Special Tax Revenues that would result if the Initial Facilities Special Tax for each Successor Parcel is assigned as the Maximum Facilities Special Tax for each Successor Parcel does not reduce debt service coverage on outstanding Bonds below Required Coverage, then the Initial Facilities Special Tax for each Successor Parcel shall be the Maximum Facilities Special Tax for each Successor Parcel, which amount shall escalate in each future Fiscal Year pursuant to Section D.1 below; or

3.c. If the First Bond Sale has occurred and, by assigning the Initial Facilities Special Tax for each Successor Parcel as the Maximum Facilities Special Tax for each Parcel, the reduction in Expected Maximum Facilities Special Tax Revenues would reduce debt service coverage on outstanding Bonds below Required Coverage, then one of the following shall occur:

3.c(1). A prepayment is made in an amount that will ensure that the reduced Expected Maximum Facilities Special Tax Revenues are sufficient to provide Required Coverage, as determined pursuant to Section H.2 below. Such prepayment must be made within 30 days from the date a prepayment estimate is provided, or

3.c(2). If a prepayment is not received within 30 days after the prepayment estimate is provided, the Initial Facilities Special Tax for each Successor Parcel shall be increased proportionately until the Expected Maximum Facilities Special Tax Revenues are sufficient to maintain Required Coverage.

Pursuant to this Section C.2, the Administrator will continually update Attachment 1 to reflect the current Original Parcels, Successor Parcels, and Expected Maximum Facilities Special Tax Revenues within Improvement Area No. 1. Such updates shall be maintained internally by the Administrator and shall not require recordation of an amended RMA.

3. Services Special Tax on Taxable Parcels
In and after the Transition Year, a Services Special Tax shall be levied on all Taxable Parcels in Improvement Area No. 1. The Maximum Services Special Tax for each Taxable Parcel in and after the Transition Year shall be determined by applying the Base Services Special Tax rates in Table 2 below to the Residential Square Footage and Non-Residential Square Footage on each Taxable Parcel, as determined by the City and the Administrator.

One Beverly Hills CFD, IA No. 1 9 May 15, 2025
Table 2
Improvement Area No. 1
Base Services Special Tax
Land Use
Base Services Special Tax
Fiscal Year 2025-26 *
Non-Residential Square Footage $1.91 per Non-Residential Square Foot Residential Square Footage $3.81 per Residential Square Foot * Beginning July 1, 2026 and each July 1 thereafter, the dollar amounts shown above shall be escalated as set forth in Section D.1b.

D. CHANGES TO THE MAXIMUM SPECIAL TAX

1. Annual Escalation of Special Tax
1a. Facilities Special Tax
Beginning July 1, 2026 and each July 1 thereafter, the Base Facilities Special Tax rates identified in Section C.1 and the Maximum Facilities Special Tax assigned to each Taxable Parcel in Improvement Area No. 1 shall escalate by two percent (2%) of the amount in effect in the prior Fiscal Year.
1b. Services Special Tax
The Base Services Special Tax rates identified in Section C.3 are applicable for Fiscal Year 2025-26. Beginning July 1, 2026 and each July 1 thereafter prior to the Transition Year, the Base Services Special Tax shall escalate by two percent (2%) of the amount in effect in the prior Fiscal Year. In and after the Transition Year, the Base Services Special Tax shall be adjusted annually by the Escalator.

2. Changes in Land Use on a Taxable Parcel
If a Building Permit is issued to increase the Residential Square Footage or Non-Residential Square Footage on any Taxable Parcel, the Administrator shall, in the first Fiscal Year after the final building permit inspection has been conducted in association with such increase, work with the City to recalculate (i) the Residential Square Footage or Non-Residential Square Footage on the Taxable Parcel, and (ii) the Maximum Special Tax for the Taxable Parcel based on the increased square footage.

If square footage that had been taxed as Residential Square Footage or Non-Residential Square Footage in a prior Fiscal Year is rezoned or otherwise changes Land Use, the Administrator shall apply the steps in Section C.2 above to determine the Maximum Facilities Special Tax for the Parcel based on the new Land Use. For such calculation, the “Initial Facilities Special Tax” shall be the amount that would apply to the Parcel after the change in Land Use. Under no circumstances shall the Maximum Facilities Special Tax on any Taxable Parcel be reduced, regardless of changes in Land Use or square footage on the Parcel, including reductions in square footage that may occur due to demolition, fire, water damage, or acts of God. All Maximum Facilities Special Taxes determined pursuant to this Section D.2 shall be escalated pursuant to Section D.1.

One Beverly Hills CFD, IA No. 1 10 May 15, 2025
The duties imposed on the Administrator pursuant to this Section D to review Land Use Changes are intended only to facilitate the administration of the Special Tax and to better assure the sufficiency of tax capacity to pay debt service on Bonds. Such duties are not intended to give any developer, subdivider, or owner of property the right to receive notice of the potential impact of land use changes on the Special Tax applicable to a Parcel; and each developer, subdivider, or owner of property whose property is the subject of a land use change shall be responsible for understanding the impact thereof on the Special Tax applicable to such property.

3. Partial Prepayment of Facilities Special Tax
If a Taxable Parcel makes a partial prepayment of the Facilities Special Tax pursuant to Section H below, the Administrator shall recalculate the Maximum Facilities Special Tax for the Taxable Parcel to account for such prepayment. In addition, the Administrator shall update Attachment 1 to reflect the prepayment and the revised Expected Maximum Facilities Special Tax Revenues for Improvement Area No. 1. After the prepayment has been received, the application of Sections C, D and H of this RMA shall be based on the adjusted Expected Maximum Facilities Special Tax Revenues after the prepayment.

4. Conversion of Parking Square Footage, Public Square Footage or Owners Association Square Footage
If, in any Fiscal Year, Parking Square Footage, Public Square Footage or Owners Association Square Footage is converted to a residential or non-residential use, such square footage shall be subject to the levy of the Special Tax. The Maximum Special Tax for each such Parcel shall be determined based on the applicable Base Special Tax for the Parcel, as determined by the Administrator. The Administrator shall update Attachment 1 to reflect the conversion and the revised Expected Maximum Facilities Special Tax Revenues for Improvement Area No. 1.

5. Adjustments to Maximum Facilities Special Taxes Prior to the First Bond Sale Prior to the First Bond Sale, the Base Facilities Special Tax set forth in Table 1 for Residential Square Footage and/or Non-Residential Square Footage may be reduced, and the corresponding Maximum Facilities Special Taxes assigned to each Original Parcel in Attachment 1 shall also be reduced based on applying the reduced Base Facilities Special Tax(es) to the Expected Land Uses on each Original Parcel. If the Base Facilities Special Tax is reduced for both Residential Square Footage and Non-Residential Square Footage, the reductions are not required to be proportional.

Prior to the First Bond Issue, the Expected Land Uses and corresponding Maximum Facilities Special Tax may also be reallocated among the Original Parcels. All adjustments permitted pursuant to this Section D.5 shall be made without a vote of the qualified CFD electors if the Developer makes a request for the adjustments and the City agrees that the adjustments are consistent with City policy. Any such adjustment shall occur at least 30 days prior to the First Bond Sale.

Upon a reduction of the Base Facilities Special Tax for any Land Use, the Base Services Special Tax rate for that Land Use for Fiscal Year 2025-26 shall be reduced to twenty-five percent (25%) of the reduced Base Facilities Special Tax rates. If the Base Facilities Special Tax for one or more Land Use Categories is reduced pursuant to this Section D.5, such reduction shall be reflected in an Amended Notice of Special Tax Lien, which the Administrator shall cause to be recorded. All

One Beverly Hills CFD, IA No. 1 11 May 15, 2025
Maximum Special Taxes determined pursuant to this Section D.5 shall be escalated pursuant to Section D.1 and shall be reflected by the Administrator in an updated Attachment 1.

E. METHOD OF LEVY OF THE SPECIAL TAX`
Each Fiscal Year, the Administrator shall determine the Special Tax Requirement to be collected in that Fiscal Year. The Special Tax shall then be levied Proportionately on each Taxable Parcel up to 100% of the Maximum Special Tax for each Taxable Parcel until the amount levied is equal to the Special Tax Requirement.

F. MANNER OF COLLECTION OF SPECIAL TAX
The Special Tax shall be collected in the same manner and at the same time as ordinary ad valorem property taxes, provided, however, that partial prepayments of the Facilities Special Tax are permitted as set forth in Section H below and provided further that the City may directly bill the Special Tax, may collect Special Taxes at a different time or in a different manner, and may collect delinquent Special Taxes through foreclosure or other available methods.

The Facilities Special Tax shall be levied and collected until the Fiscal Year prior to the Transition Year, although the City may still pursue collection of delinquent Facilities Special Taxes that have not been collected prior to the Transition Year. In and after the Transition Year, the Services Special Tax may be levied and collected in perpetuity.

Under no circumstances may the Special Tax on a Taxable Parcel in residential use be increased in any Fiscal Year as a consequence of delinquency or default in payment of the Special Tax levied on another Parcel or Parcels by more than ten percent (10%) above the amount that would have been levied in that Fiscal Year had there never been any such delinquencies or defaults.

G. EXEMPTIONS
Notwithstanding any other provision of this RMA, no Special Tax shall be levied in any Fiscal Year on the following:
(1) Public Square Footage
(2) Owners Association Square Footage
(3) Parking Square Footage
(4) Square footage in buildings located within botanical gardens or public open space areas, including restroom structures, dining pavilions, storage facilities, etc. (5) Square footage used for security booths or emergency command centers (6) Square footage within residential buildings that is not part of the leasable or saleable square footage within the building

One Beverly Hills CFD, IA No. 1 12 May 15, 2025
H. PARTIAL PREPAYMENT OF FACILITIES SPECIAL TAX
The following definitions apply to this Section H:
“Improvement Fund” means the account (regardless of its name) identified in the Indenture to hold funds which are available to acquire or construct Authorized Facilities. “Outstanding Bonds” means all Previously Issued Bonds which remain outstanding, with the following exception: if a Facilities Special Tax has been levied against, or already paid by, an Assessor’s Parcel making a prepayment, and a portion of the Facilities Special Tax will be used to pay a portion of the next principal payment on the Bonds that remain outstanding (as determined by the Administrator), that next principal payment shall be subtracted from the total Bond principal that remains outstanding, and the difference shall be used as the amount of Outstanding Bonds for purposes of this prepayment formula. “Previously Issued Bonds” means all Bonds that have been issued prior to the date of prepayment.
“Public Facilities Requirement” means (i) $51 million in 2025 dollars, which shall increase on January 1, 2026, and on each January 1 thereafter by 2% of the amount in effect in the prior year, or (ii) such other number as shall be determined by the Administrator to be an appropriate estimate of the net construction proceeds that will be generated from all Bonds that have been or are expected to be issued on behalf of Improvement Area No. 1. “Remaining Facilities Costs” means the Public Facilities Requirements, minus public facility costs funded by Previously Issued Bonds, Facilities Special Taxes, or prior prepayments.

1. Partial Prepayment of Facilities Special Tax on an Individual Parcel A property owner may prepay up to 75% of the Facilities Special Tax obligation applicable to a Parcel, provided that a prepayment may be made only if there are no delinquent Facilities Special Taxes with respect to such Parcel at the time of prepayment. An owner of a Parcel intending to prepay a portion of the Facilities Special Tax obligation shall provide the City with (i) written notice of intent to prepay, which shall identify the percentage of the Maximum Facilities Special Tax that is to be prepaid, (ii) payment of fees established by the City to process the prepayment request, and (iii) written evidence that there are no delinquent Facilities Special Taxes against the Parcel. Within 30 days of receipt of such written notice, the City or its designee shall notify such owner of the prepayment amount for such Parcel. Prepayment must be made not less than 50 days prior to any redemption date for Bonds to be redeemed with the proceeds of such prepaid Facilities Special Taxes. Under no circumstance shall a prepayment be allowed that would reduce debt service coverage below Required Coverage.

The Prepayment Amount shall be calculated as follows: (capitalized terms as defined below):

One Beverly Hills CFD, IA No. 1 13 May 15, 2025
Bond Redemption Amount
Plus Remaining Facilities Amount
plus Redemption Premium
plus Defeasance Requirement
plus Administrative Fees and Expenses
less Reserve Fund Credit
equals Prepayment Amount
As of the proposed date of prepayment, the Prepayment Amount shall be determined by application of the following steps:

Step 1. Determine the Maximum Facilities Special Tax for the Parcel based on Expected Land Uses for the Parcel at the time the prepayment is calculated.

Step 2. Divide the Maximum Facilities Special Tax computed pursuant to Step 1 by the Expected Maximum Facilities Special Tax Revenues at the time of the prepayment calculation.

Step 3. Multiply the quotient computed in Step 2 by the percentage of the Maximum Facilities Special Tax that the property owner wants to prepay, which percentage shall not exceed 75%.

Step 4. Multiply the quotient computed pursuant to Step 3 by the Outstanding Bonds to compute the amount of Outstanding Bonds to be retired and prepaid (the “Bond Redemption Amount”).

Step 5. Compute the current Remaining Facilities Costs (if any).

Step 6. Multiply the quotient computed pursuant to Step 3 by the amount determined pursuant to Step 5 to compute the amount of Remaining Facilities Costs to be prepaid (the “Remaining Facilities Amount”).

Step 7. Multiply the Bond Redemption Amount computed pursuant to Step 4 by the applicable redemption premium as shown in the Indenture, if any, on the Outstanding Bonds to be redeemed (the “Redemption Premium”).

Step 8. Compute the amount needed to pay interest on the Bond Redemption Amount starting with the last Bond interest payment date on which interest has been or will be paid by Facilities Special Taxes already levied until the earliest redemption date for the Outstanding Bonds. If Bonds are callable at, or prior to, the last Bond interest payment date on which interest has been or will be paid by Facilities Special Taxes already levied, Steps 8, 9 and 10 of this prepayment formula will not apply.

Step 9. Compute the amount of interest the City reasonably expects to derive from reinvestment of the Bond Redemption Amount plus the Redemption Premium from the first Bond interest payment date after which the prepayment has been received until the redemption date for the Outstanding Bonds.

One Beverly Hills CFD, IA No. 1 14 May 15, 2025
Step 10. Subtract the amount computed pursuant to Step 9 from the amount computed pursuant to Step 8 (the “Defeasance Requirement”).

Step 11. The administrative fees and expenses associated with the prepayment will be determined by the Administrator and include the costs of computing the prepayment, redeeming Bonds and recording any notices to evidence the prepayment and the redemption (the “Administrative Fees and Expenses”).

Step 12. If, at the time the prepayment is calculated, the reserve fund is greater than or equal to the reserve requirement, and to the extent so provided in the Indenture, a reserve fund credit shall be calculated as a reduction in the applicable reserve fund for the Outstanding Bonds to be redeemed pursuant to the prepayment (the “Reserve Fund Credit”).

Step 13. The Facilities Special Tax prepayment is equal to the sum of the amounts computed pursuant to Steps 4, 6, 7, 10, and 11, less the amount computed pursuant to Step 12 (the “Prepayment Amount”).

Step 14. From the Prepayment Amount, the amounts computed pursuant to Steps 4, 7, and 10 shall be deposited into the appropriate fund as established under the Indenture and be used to retire Outstanding Bonds (including the payment of any accrued interest). The amount computed pursuant to Step 6 shall be deposited into the Improvement Fund. The amount computed pursuant to Step 11 shall be retained in the account or fund that is established to pay Administrative Expenses of the CFD.

Once a partial prepayment has been received, an Amendment to Notice of Special Tax Lien shall be recorded against the Parcel to reflect the reduced Special Tax lien for the Parcel, which shall be equal to the portion of the Maximum Facilities Special Tax that was not prepaid, and the Administrator shall update Attachment 1 to show the revised Expected Maximum Facilities Special Tax Revenues. However, an Amendment to Notice of Special Tax Lien shall not be recorded until all Facilities Special Taxes levied on the Parcel in the current or prior Fiscal Years have been collected.

2. Prepayment to Maintain Required Coverage per RMA Section C.2 If a prepayment is being made to maintain Required Coverage pursuant to Section C.2 of this RMA, the Prepayment Amount shall be determined by application of the following steps:

Step 1. Compute the difference between the amount of Expected Maximum Facilities Special Tax Revenues needed to maintain Required Coverage and the Expected Maximum Facilities Special Tax Revenues determined when applying Step 3 in Section C.2, and use this amount for purposes of this Step

1. Step 2. Divide the amount computed pursuant to Step 1 by the Expected Maximum Facilities Special Tax Revenues at the time of the prepayment calculation.

One Beverly Hills CFD, IA No. 1 15 May 15, 2025
Step 3. Multiply the quotient computed pursuant to Step 2 by the Outstanding Bonds to compute the amount of Outstanding Bonds to be retired and prepaid (the “Bond Redemption Amount”).

Step 4. Multiply the Bond Redemption Amount computed pursuant to Step 3 by the applicable redemption premium as shown in the Indenture, if any, on the Outstanding Bonds to be redeemed (the “Redemption Premium”).

Step 5. Compute the amount needed to pay interest on the Bond Redemption Amount starting with the last Bond interest payment date on which interest has been or will be paid by Facilities Special Taxes already levied until the earliest redemption date for the Outstanding Bonds. If Bonds are callable at, or prior to, the last Bond interest payment date on which interest has been or will be paid by Facilities Special Taxes already levied, Steps 5, 6 and 7 of this prepayment formula will not apply.

Step 6. Compute the amount of interest the City reasonably expects to derive from reinvestment of the Bond Redemption Amount plus the Redemption Premium from the first Bond interest payment date after which the prepayment has been received until the redemption date for the Outstanding Bonds.

Step 7. Subtract the amount computed pursuant to Step 6 from the amount computed pursuant to Step 5 (the “Defeasance Requirement”).

Step 8. The administrative fees and expenses associated with the prepayment will be determined by the Administrator and include the costs of computing the prepayment, and redeeming Bonds (the “Administrative Fees and Expenses”).

Step 9. If, at the time the prepayment is calculated, the reserve fund is greater than or equal to the reserve requirement, and to the extent so provided in the Indenture, a reserve fund credit shall be calculated as a reduction in the applicable reserve fund for the Outstanding Bonds to be redeemed pursuant to the prepayment (the “Reserve Fund Credit”).

Step 10. The Facilities Special Tax prepayment is equal to the sum of the amounts computed pursuant to Steps 3, 4, 7, and 8, less the amount computed pursuant to Step 9 (the “Prepayment Amount”).

Step 11. From the Prepayment Amount, the amounts computed pursuant to Steps 3, 4, and 7 shall be deposited into the appropriate fund as established under the Indenture and be used to retire Outstanding Bonds (including the payment of any accrued interest). The amount computed pursuant to Step 8 shall be retained in the account or fund that is established to pay Administrative Expenses of the CFD.

One Beverly Hills CFD, IA No. 1 16 May 15, 2025

3. Maintaining Required Coverage
Notwithstanding the foregoing, if at any point in time the Administrator determines that the Maximum Facilities Special Tax revenue that could be collected from Taxable Parcels that remain subject to the Facilities Special Tax after the proposed prepayment would be less than Required Coverage on Bonds that will remain outstanding after defeasance or redemption of Bonds from proceeds of the estimated prepayment, the amount of the prepayment shall be increased until the amount of Bonds defeased or redeemed is sufficient to reduce remaining annual debt service to a point at which Required Coverage is maintained.

I. INTERPRETATION OF RMA
The City reserves the right to make minor administrative and technical changes to this document that do not materially affect the rate and method of apportioning the Special Tax. In addition, the interpretation and application of any section of this document shall be left to the City’s discretion.

Interpretations may be made by the City by resolution of the City Council for purposes of clarifying any vagueness or ambiguity in this RMA.

ATTACHMENT 1
City of Beverly Hills
Community Facilities District No. 2025-1
(One Beverly Hills)
Improvement Area No. 1
Expected Land Uses and Expected Maximum Facilities Special Tax Revenues Assessor’s
Parcel
Number
Expected
Land Use
Expected
Square Footage
Maximum
Facilities
Special Tax
(FY 2025-26)*
4327-028-005 Non-Residential Square Footage 40,986 Square Feet $313,133 4327-028-006 Non-Residential Square Footage 16,790 Square Feet $128,276 4327-028-007 Non-Residential Square Footage 4,569 Square Feet $34,907 4327-028-009 N/A 0 Square Feet $0
4327-028-013 N/A 0 Square Feet $0
4327-028-014 Non-Residential Square Footage 19,648 Square Feet $150,111 4327-028-015 N/A 0 Square Feet $0
4327-028-018 Non-Residential Square Footage 410 Square Feet $3,132 4327-028-019 Non-Residential Square Footage 373,131 Square Feet $2,850,721 4327-028-020 N/A 0 Square Feet $0
Expected Maximum Facilities Special Tax Revenues $3,480,280 * Beginning July 1, 2026 and each July 1 thereafter, the dollar amounts shown above shall be escalated as set forth in Section D.1.

One Beverly Hills CFD, IA No. 2 1 May 15, 2025
IMPROVEMENT AREA NO. 2

CITY OF BEVERLY HILLS
COMMUNITY FACILITIES DISTRICT NO. 2025-1
(ONE BEVERLY HILLS)

RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX
A Special Tax applicable to each Taxable Parcel in Improvement Area No. 2 of the City of Beverly Hills Community Facilities District No. 2025-1 (One Beverly Hills) shall be levied and collected according to the tax liability determined by the City Council through the application of the appropriate amount or rate for Taxable Parcels, as described below. All property in Improvement Area No. 2, unless exempted by law or by the provisions of Section G below, shall be taxed for the purposes, to the extent, and in the manner herein provided, including property subsequently annexed to Improvement Area No. 2 unless a separate Rate and Method of Apportionment is adopted for the annexation area.

A. DEFINITIONS
The terms hereinafter set forth have the following meanings:
“Act” means the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, (commencing with Section 53311), Part 1, Division 2 of Title 5 of the Government Code of the State of California.
“Administrative Expenses” means any or all of the following: the fees and expenses of any fiscal agent or trustee (including any fees or expenses of its counsel) employed in connection with any Bonds, and the expenses of the City in carrying out its duties with respect to Improvement Area No. 2, the CFD, and the Bonds, including, but not limited to, the levy and collection of the Special Tax, the fees and expenses of its counsel, charges levied by the County in connection with the levy and collection of Special Taxes, costs related to property owner inquiries regarding the Special Tax, costs associated with appeals or requests for interpretation associated with the Special Tax and this RMA, amounts needed to pay rebate to the federal government with respect to Bonds, costs associated with complying with continuing disclosure requirements for the City and any major property owners or other obligated parties, costs associated with foreclosure and collection of delinquent Special Taxes, and all other costs and expenses of the City and County in any way related to the establishment or administration of Improvement Area No. 2 and the CFD. “Administrator” shall mean the person or firm designated by the City to administer the Special Tax according to this RMA.
“Airspace Parcel” means a parcel with an assigned Assessor’s Parcel number that constitutes vertical space of an underlying land parcel.
“Assessor’s Parcel” or “Parcel” means a lot or parcel, including an Airspace Parcel, shown on an Assessor’s Parcel Map with an assigned Assessor’s Parcel number. “Assessor’s Parcel Map” means an official map of the County Assessor designating Parcels by Assessor’s Parcel number.

One Beverly Hills CFD, IA No. 2 2 May 15, 2025
“Authorized Facilities” means the public facilities authorized to be financed, in whole or in part, by the CFD.
“Authorized Services” means the services authorized by the Act to be funded, in whole or in part, by the CFD.
“Base Facilities Special Tax” means the Facilities Special Tax per square foot that is used to calculate the Maximum Facilities Special Tax for Taxable Parcels pursuant to Sections C and D of this RMA.
“Base Services Special Tax” means the Services Special Tax per square foot that is used to calculate the Maximum Services Special Tax for Taxable Parcels pursuant to Sections C and D of this RMA.
“Base Special Tax” means, prior to the Transition Year, the Base Facilities Special Tax and, in and after the Transition Year, the Base Services Special Tax. “Bonds” means bonds or other debt (as defined in the Act), whether in one or more series, secured by the Facilities Special Tax and issued or assumed by or for Improvement Area No. 2 to fund Authorized Facilities.
“Building Permit” means a permit that allows for vertical construction of a building or buildings, which shall not include a separate permit issued for construction of the foundation thereof. “Capitalized Interest” means funds in any capitalized interest account available to pay debt service on Bonds.
“Certificate of Occupancy” means a certificate of occupancy, including any temporary certificate of occupancy, issued by the City to confirm that an individual residential unit or non-residential suite has met all of the building codes and can be occupied for residential or non-residential use. “CFD” means the City of Beverly Hills Community Facilities District No. 2025-1 (One Beverly Hills).
“CFD Formation” means the date on which the Resolution of Formation to form the CFD was adopted by the City Council.
“City” means the City of Beverly Hills.
“City Council” means the City Council of the City of Beverly Hills. “County” means the County of Los Angeles.
“Developed Property” means, in any Fiscal Year, all Taxable Parcels for which a Certificate of Occupancy was issued prior to June 1 of the preceding Fiscal Year, as determined by the Administrator in coordination with the City.

One Beverly Hills CFD, IA No. 2 3 May 15, 2025
“Developer” means Cain Development LLC and its successors and assigns. “Development Class” means, individually, Developed Property and Undeveloped Property. “Escalator” means the lesser of the following: (i) the annual increase, if any, in the Consumer Price Index (CPI) for All Urban Consumers in the Los Angeles-Long Beach-Anaheim region published by the Bureau of Labor Statistics of the United States Department of Labor, or, if such index is no longer published, a similar escalator that is determined by the City to be appropriate, and (ii) five percent (5%).
“Expected Land Uses” means the Residential Square Footage and Non-Residential Square Footage expected within Improvement Area No. 2 at CFD Formation, as identified in Attachment 1 of this RMA. Pursuant to Section D of this RMA, the Administrator will continually update Attachment 1 to reflect Expected Land Uses on Original Parcels and/or Successor Parcels and Expected Land Uses after Land Use Changes. Such update shall be maintained internally by the Administrator and shall not require recordation of an amended RMA. “Expected Maximum Facilities Special Tax Revenues” means the aggregate Facilities Special Tax that can be levied based on application of the Base Facilities Special Tax to the Expected Land Uses. The Expected Maximum Facilities Special Tax Revenues at CFD Formation are shown in Attachment 1 and may be revised pursuant to Sections D and H below. “Facilities Special Tax” means a special tax levied in any Fiscal Year to pay the Facilities Special Tax Requirement.
“Facilities Special Tax Requirement” means the amount necessary in any Fiscal Year to: (i) pay principal and interest on Bonds that are due in the calendar year that begins in such Fiscal Year; (ii) pay periodic costs on the Bonds, including but not limited to, credit enhancement, liquidity support and rebate payments on the Bonds; (iii) replenish reserve funds created for the Bonds under the Indenture to the extent such replenishment has not been included in the computation of the Special Tax Requirement in a previous Fiscal Year; (iv) cure any delinquencies in the payment of principal or interest on Bonds which have occurred in the prior Fiscal Year or are expected to occur in the current Fiscal Year; (v) pay Administrative Expenses; and (vi) pay directly for Authorized Facilities, so long as such levy under this clause (vi) does not increase the Facilities Special Tax levied on Undeveloped Property. The amounts referred to in clauses (i), (ii) and (iii) of this definition of Facilities Special Tax Requirement may be reduced in any Fiscal Year by: (a) interest earnings on or surplus balances in funds and accounts for the Bonds to the extent that such earnings or balances are available to apply against such costs pursuant to the Indenture; (b) in the sole and absolute discretion of the City, proceeds received by the CFD from the collection of penalties associated with delinquent Facilities Special Taxes; and (c) any other revenues available to pay such costs, each as determined in the sole discretion of the City. “First Bond Sale” means issuance of the first series of Bonds secured, in whole or in part, by Facilities Special Taxes levied and collected from Taxable Parcels in Improvement Area No. 2. “Fiscal Year” means the period starting July 1 and ending on the following June 30.

One Beverly Hills CFD, IA No. 2 4 May 15, 2025
“Improvement Area No. 2” means Improvement Area No. 2 of the CFD. “Indenture” means the bond indenture, fiscal agent agreement, trust agreement, resolution or other instrument pursuant to which Bonds are issued, as modified, amended, and/or supplemented from time to time, and any instrument replacing or supplementing the same. “Initial Facilities Special Tax” means, upon subdivision of an Original Parcel, the Facilities Special Tax estimated for each Successor Parcel by multiplying the Residential Square Footage or Non-Residential Square Footage on the Successor Parcel by the applicable Base Facilities Special Tax.
“Land Use” means, individually, Residential Square Footage or Non-Residential Square Footage. “Land Use Change” means a change to the Expected Land Uses after CFD Formation. “Maximum Facilities Special Tax” means the greatest amount of Facilities Special Tax that can be levied on a Parcel in any Fiscal Year as determined in accordance with Sections C and D below. “Maximum Services Special Tax” means the greatest amount of Services Special Tax that can be levied on a Parcel in any Fiscal Year, as determined in accordance with Sections C and D below. “Maximum Special Tax” means, prior to the Transition Year, the Maximum Facilities Special Tax and, in and after the Transition Year, the Maximum Services Special Tax. “Non-Residential Square Footage” or “Non-Residential Square Foot” means net leasable and net saleable square footage within a building that is: (i) used or expected to be used for commercial, retail, office, industrial, or hotel uses; (ii) is not Residential Square Footage, Public Square Footage, Owners Association Square Footage, or Parking Square Footage; and (iii) does not fall within the exemptions set forth in Section G below. The City, in coordination with the Administrator, shall make the final determination as to the amount of Non-Residential Square Footage on a Parcel within Improvement Area No. 2. Non-Residential Square Foot means a single square-foot unit of Non-Residential Square Footage.
“Original Parcel” means an Assessor’s Parcel in Improvement Area No. 2 at the time of CFD Formation or added to Improvement Area No. 2 upon annexation, as identified in Attachment 1 (which shall be updated after each annexation). A Successor Parcel that is being further subdivided shall also be considered an Original Parcel for purposes of determining the Maximum Special Tax pursuant to Section C below.
“Owners Association” means a homeowners association or property owners association that provides services to, and collects assessments, fees, dues, or charges from, property within Improvement Area No. 2.
“Owners Association Square Footage” means, within any building in Improvement Area No. 2, square footage that is owned in fee or by easement by an Owners Association, not including any such property that is located directly under a residential unit or structure. Notwithstanding the foregoing, if, in any Fiscal Year, square footage that had been taxed as Residential Square Footage

One Beverly Hills CFD, IA No. 2 5 May 15, 2025
or Non-Residential Square Footage in the prior year becomes Owners Association Square Footage, such square footage shall continue to be taxed as Residential Square Footage or Non-Residential Square Footage, as applicable, unless and until the Administrator determines that such square footage can be exempted from the Special Tax without reducing debt service coverage below Required Coverage.
“Parking Square Footage” means any square footage in a building that is reserved solely for parking uses, as determined by the City and the Administrator. “Proportionately” means, for each Development Class, that the ratio of the actual Special Tax levied in any Fiscal Year to the Maximum Special Tax authorized to be levied in that Fiscal Year is equal for all Taxable Parcels assigned to the Development Class. “Public Square Footage” means, within any building in Improvement Area No. 2, square footage that is owned in fee or by easement by the City, County, federal government, State of California, or other public agency. Notwithstanding the foregoing, if, in any Fiscal Year, square footage that had been taxed as Residential Square Footage or Non-Residential Square Footage in the prior year becomes Public Square Footage, such square footage shall continue to be taxed as Residential Square Footage or Non-Residential Square Footage, as applicable, unless and until the Administrator determines that such square footage can be exempted from the Special Tax without reducing debt service coverage below Required Coverage. “Required Coverage” means the amount by which the Expected Maximum Facilities Special Tax Revenues must exceed the Bond debt service and priority Administrative Expenses (if any), as set forth in the Indenture, Certificate of Special Tax Consultant, or other formation or bond document that identifies the minimum required debt service coverage. “Residential Square Footage” or “Residential Square Foot” means the square footage of living area of a residential unit as reflected on a condominium plan, Building Permit, Certificate of Occupancy, or as otherwise provided by the Developer or the City. The City, in coordination with the Administrator, shall make the final determination as to the amount of Residential Square Footage on a Parcel within Improvement Area No. 2. Residential Square Foot means a single square-foot unit of Residential Square Footage.
“RMA” means this Rate and Method of Apportionment of Special Tax. “Services Special Tax” means a special tax levied in any Fiscal Year on Taxable Parcels in the CFD to pay the Services Special Tax Requirement.
“Services Special Tax Requirement” means the amount of revenue needed in any Fiscal Year to pay for: (i) Authorized Services, (ii) Administrative Expenses, and (iii) amounts needed to cure delinquencies in the payment of Services Special Taxes which have occurred in the prior Fiscal Year. In any Fiscal Year, the Services Special Tax Requirement shall be reduced by surplus amounts available (as determined by the City) from the levy of the Services Special Tax in prior Fiscal Years, including revenues from collection of delinquent Services Special Taxes and associated penalties and interest.

One Beverly Hills CFD, IA No. 2 6 May 15, 2025
“Special Tax” means, prior to the Transition Year, the Facilities Special Tax and, in and after the Transition Year, the Services Special Tax.
“Special Tax Requirement” means, prior to the Transition Year, the Facilities Special Tax Requirement and, in and after the Transition Year, the Services Special Tax Requirement. “Successor Parcel” means a Taxable Parcel created by subdivision or reconfiguration of an Original Parcel on which construction of Residential Square Footage and/or Non-Residential Square Footage is permitted.
“Taxable Parcel” means any Parcel that is not exempt from the Special Tax pursuant to law or Section G below.
“Tentative Map” means a tentative map or substantial conformance exhibit for property in Improvement Area No. 2, including any adjustments or amendments thereto. “Transition Event” shall be deemed to have occurred when the Administrator determines that the following events have taken place: (i) all Bonds secured by the levy and collection of Facilities Special Taxes in the CFD have been fully repaid, or there are sufficient revenues available to fully repay the Bonds in funds and accounts that, pursuant to the Indenture, will require such revenues to be applied to repay the Bonds; (ii) all Administrative Expenses from prior Fiscal Years have been paid or reimbursed to the City; and (iii) there are no other Authorized Facilities that the City intends to fund with Bonds and Facilities Special Taxes. “Transition Year” means the earlier of (i) the first Fiscal Year in which the Administrator determines that the Transition Event occurred in the prior Fiscal Year, and (ii) Fiscal Year 2071-

72. “Undeveloped Property” means, in any Fiscal Year, all Taxable Parcels that are not Developed Property as defined herein.

B. DATA FOR ADMINISTRATION OF THE SPECIAL TAX
Each Fiscal Year, the Administrator shall: (i) identify the current Assessor’s Parcel numbers for all Taxable Parcels in Improvement Area No. 2; (ii) assign each Taxable Parcel to the appropriate Development Class; (iii) for Developed Property, confirm the Residential Square Footage and/or Non-Residential Square Footage on each Taxable Parcel; (iv) determine if the Transition Event occurred in the prior Fiscal Year; and (v) determine the Special Tax Requirement for the Fiscal Year. In addition, the Administrator shall, on an ongoing basis, monitor the Tentative Map, final maps, condominium plans, Certificates of Occupancy, and Building Permits to determine if there are any proposed Land Use Changes that would change the Expected Maximum Facilities Special Tax Revenues. If the Expected Maximum Facilities Special Tax Revenues will be revised pursuant to a proposed Land Use Change, the Administrator shall apply Section D.2 below.

If, in any Fiscal Year, there is a question as to the Residential Square Footage or Non-Residential Square Footage on a Taxable Parcel, the City and the Administrator shall work with the Developer to make the final determination, and such determination shall be conclusive and binding.

One Beverly Hills CFD, IA No. 2 7 May 15, 2025
In any Fiscal Year, if it is determined that: (i) a parcel map for property in Improvement Area No. 2 was recorded after January 1 of the prior Fiscal Year (or any other date after which the Assessor will not incorporate the newly-created Parcels into the then current tax roll), (ii) because of the date the parcel map was recorded, the Assessor does not yet recognize the new Parcels created by the parcel map, and (iii) one or more of the newly-created Parcels is in a different Development Class or has a different Land Use than other Parcels created by the subdivision, the Administrator shall calculate the Special Taxes for the property affected by recordation of the parcel map by determining the Special Taxes that apply separately to Parcels within each Development Class and square footage within each Land Use, then applying the sum of the individual Special Taxes to the Parcel that was subdivided by recordation of the parcel map.

C. MAXIMUM SPECIAL TAX
The Administrator shall use the procedures set forth below to calculate the Maximum Special Tax for each Taxable Parcel in Improvement Area No. 2 in each Fiscal Year.

1. Facilities Special Tax on Original Parcels
The Maximum Facilities Special Tax for each Original Parcel in Improvement Area No. 2 is identified in Attachment 1 to this RMA. These Maximum Facilities Special Taxes: (i) were determined based on application of the Base Facilities Special Taxes shown in Table 1 below to the Expected Land Uses on each Original Parcel; (ii) will escalate pursuant to Section D.1 herein, (iii) may be adjusted pursuant to Section D.5 below; and (iv) will apply until the Transition Year, at which point the Facilities Special Tax shall no longer be levied. Attachment 1 will be updated by the Administrator as needed to reflect adjustments to the Maximum Facilities Special Tax assigned to each Original Parcel, to identify the Maximum Facilities Special Tax for Successor Parcels, and to identify Original Parcels added to Improvement Area No. 2 due to annexations and subdivisions.

Table 1
Improvement Area No. 2
Base Facilities Special Tax
Land Use
Base Facilities Special Tax
Fiscal Year 2025-26 *
Non-Residential Square Footage $7.64 per Non-Residential Square Foot Residential Square Footage $15.23 per Residential Square Foot * Beginning July 1, 2026 and each July 1 thereafter, the dollar amounts shown above shall be escalated as set forth in Section D.1a.

2. Facilities Special Tax on Successor Parcels
Upon subdivision of an Original Parcel in Improvement Area No. 2, the Administrator shall apply the following steps to assign a Maximum Facilities Special Tax to the Successor Parcels created by the subdivision:

One Beverly Hills CFD, IA No. 2 8 May 15, 2025
Step 1. In coordination with the City and the Developer, determine the Residential Square Footage and Non-Residential Square Footage on each Successor Parcel.

Step 2. Multiply the Base Facilities Special Tax for each Land Use by the square footage of each Land Use on each Successor Parcel to determine the Initial Facilities Special Tax for the Successor Parcel.

Step 3. Sum the Initial Facilities Special Taxes determined in Step 2 for all Successor Parcels created by the subdivision and compare this sum to the Expected Maximum Facilities Special Tax Revenues for the Original Parcel before it subdivided. If the sum of the Initial Facilities Special Taxes is greater than or equal to the Expected Maximum Facilities Special Tax Revenues for the Original Parcel, then the Initial Facilities Special Tax determined for each Successor Parcel in Step 2 shall be the Maximum Facilities Special Tax for each Successor Parcel, which amount shall escalate pursuant to Section D.1 herein.

If the sum of the Initial Facilities Special Taxes for the Successor Parcels is less than the Expected Maximum Facilities Special Tax Revenues for the Original Parcel, then the Administrator shall determine the applicable step below to determine the Maximum Facilities Special Tax for each Successor Parcel:

3.a. If the First Bond Sale has not yet occurred, then the Initial Facilities Special Tax for each Successor Parcel shall be the Maximum Facilities Special Tax for each Successor Parcel, which amount shall escalate in each future Fiscal Year pursuant to Section D.1 below; or

3.b. If the First Bond Sale has occurred but the reduction in Expected Maximum Facilities Special Tax Revenues that would result if the Initial Facilities Special Tax for each Successor Parcel is assigned as the Maximum Facilities Special Tax for each Successor Parcel does not reduce debt service coverage on outstanding Bonds below Required Coverage, then the Initial Facilities Special Tax for each Successor Parcel shall be the Maximum Facilities Special Tax for each Successor Parcel, which amount shall escalate in each future Fiscal Year pursuant to Section D.1 below; or

3.c. If the First Bond Sale has occurred and, by assigning the Initial Facilities Special Tax for each Successor Parcel as the Maximum Facilities Special Tax for each Parcel, the reduction in Expected Maximum Facilities Special Tax Revenues would reduce debt service coverage on outstanding Bonds below Required Coverage, then one of the following shall occur:

3.c(1). A prepayment is made in an amount that will ensure that the reduced Expected Maximum Facilities Special Tax Revenues are sufficient to provide Required Coverage, as determined pursuant to Section H.2 below. Such prepayment must be made within 30 days from the date on which a prepayment estimate is provided, or

One Beverly Hills CFD, IA No. 2 9 May 15, 2025

3.c(2). If a prepayment is not received within 30 days after the prepayment estimate is provided, the Initial Facilities Special Tax for each Successor Parcel shall be increased proportionately until the Expected Maximum Facilities Special Tax Revenues are sufficient to maintain Required Coverage.

Pursuant to this Section C.2, the Administrator will continually update Attachment 1 to reflect the current Original Parcels, Successor Parcels, and Expected Maximum Facilities Special Tax Revenues within Improvement Area No. 2. Such updates shall be maintained internally by the Administrator and shall not require recordation of an amended RMA.

3. Services Special Tax on Taxable Parcels
In and after the Transition Year, a Services Special Tax shall be levied on all Taxable Parcels in Improvement Area No. 2. The Maximum Services Special Tax for each Taxable Parcel in and after the Transition Year shall be determined by applying the Base Services Special Tax rates in Table 2 below to the Residential Square Footage and Non-Residential Square Footage on each Taxable Parcel, as determined by the City and the Administrator.

Table 2
Improvement Area No. 2
Base Services Special Tax
Land Use
Base Services Special Tax
Fiscal Year 2025-26 *
Non-Residential Square Footage $1.91 per Non-Residential Square Foot Residential Square Footage $3.81 per Residential Square Foot * Beginning July 1, 2026 and each July 1 thereafter, the dollar amounts shown above shall be escalated as set forth in Section D.1b.

D. CHANGES TO THE MAXIMUM SPECIAL TAX

1. Annual Escalation of Special Tax
1a. Facilities Special Tax
Beginning July 1, 2026 and each July 1 thereafter, the Base Facilities Special Tax rates identified in Section C.1 and the Maximum Facilities Special Tax assigned to each Taxable Parcel in Improvement Area No. 2 shall escalate by two percent (2%) of the amount in effect in the prior Fiscal Year.
1b. Services Special Tax
The Base Services Special Tax rates identified in Section C.3 are applicable for Fiscal Year 2025-26. Beginning July 1, 2026 and each July 1 thereafter prior to the Transition Year, the Base Services Special Tax shall escalate by two percent (2%) of the amount in effect in the prior Fiscal Year. In and after the Transition Year, the Base Services Special Tax shall be adjusted annually by the Escalator.

One Beverly Hills CFD, IA No. 2 10 May 15, 2025

2. Changes in Land Use on a Taxable Parcel
If a Building Permit is issued to increase the Residential Square Footage or Non-Residential Square Footage on any Taxable Parcel, the Administrator shall, in the first Fiscal Year after the final building permit inspection has been conducted in association with such increase, work with the City to recalculate (i) the Residential Square Footage or Non-Residential Square Footage on the Taxable Parcel, and (ii) the Maximum Special Tax for the Taxable Parcel based on the increased square footage.

If square footage that had been taxed as Residential Square Footage or Non-Residential Square Footage in a prior Fiscal Year is rezoned or otherwise changes Land Use, the Administrator shall apply the steps in Section C.2 above to determine the Maximum Facilities Special Tax for the Parcel based on the new Land Use. For such calculation, the “Initial Facilities Special Tax” shall be the amount that would apply to the Parcel after the change in Land Use. Under no circumstances shall the Maximum Facilities Special Tax on any Taxable Parcel be reduced, regardless of changes in Land Use or square footage on the Parcel, including reductions in square footage that may occur due to demolition, fire, water damage, or acts of God. All Maximum Facilities Special Taxes determined pursuant to this Section D.2 shall be escalated pursuant to Section D.1.

The duties imposed on the Administrator pursuant to this Section D to review Land Use Changes are intended only to facilitate the administration of the Special Tax and to better assure the sufficiency of tax capacity to pay debt service on Bonds. Such duties are not intended to give any developer, subdivider, or owner of property the right to receive notice of the potential impact of land use changes on the Special Tax applicable to a Parcel; and each developer, subdivider, or owner of property whose property is the subject of a land use change shall be responsible for understanding the impact thereof on the Special Tax applicable to such property.

3. Partial Prepayment of Facilities Special Tax
If a Taxable Parcel makes a partial prepayment of the Facilities Special Tax pursuant to Section H below, the Administrator shall recalculate the Maximum Facilities Special Tax for the Taxable Parcel to account for such prepayment. In addition, the Administrator shall update Attachment 1 to reflect the prepayment and the revised Expected Maximum Facilities Special Tax Revenues for Improvement Area No. 2. After the prepayment has been received, the application of Sections C, D and H of this RMA shall be based on the adjusted Expected Maximum Facilities Special Tax Revenues after the prepayment.

4. Conversion of Parking Square Footage, Public Square Footage or Owners Association Square Footage
If, in any Fiscal Year, Parking Square Footage, Public Square Footage or Owners Association Square Footage is converted to a residential or non-residential use, such square footage shall be subject to the levy of the Special Tax. The Maximum Special Tax for each such Parcel shall be determined based on the applicable Base Special Tax for the Parcel, as determined by the Administrator. The Administrator shall update Attachment 1 to reflect the conversion and the revised Expected Maximum Facilities Special Tax Revenues for Improvement Area No. 2.

One Beverly Hills CFD, IA No. 2 11 May 15, 2025

5. Adjustments to Maximum Facilities Special Taxes Prior to the First Bond Sale Prior to the First Bond Sale, the Base Facilities Special Tax set forth in Table 1 for Residential Square Footage and/or Non-Residential Square Footage may be reduced, and the corresponding Maximum Facilities Special Taxes assigned to each Original Parcel in Attachment 1 shall also be reduced based on applying the reduced Base Facilities Special Tax(es) to the Expected Land Uses on each Original Parcel. If the Base Facilities Special Tax is reduced for both Residential Square Footage and Non-Residential Square Footage, the reductions are not required to be proportional.

Prior to the First Bond Issue, the Expected Land Uses and corresponding Maximum Facilities Special Tax may also be reallocated among the Original Parcels. All adjustments permitted pursuant to this Section D.5 shall be made without a vote of the qualified CFD electors if the Developer makes a request for the adjustments and the City agrees that the adjustments are consistent with City policy. Any such adjustment shall occur at least 30 days prior to the First Bond Sale.

Upon a reduction of the Base Facilities Special Tax for any Land Use, the Base Services Special Tax rate for that Land Use for Fiscal Year 2025-26 shall be reduced to twenty-five percent (25%) of the reduced Base Facilities Special Tax rates. If the Base Facilities Special Tax for one or more Land Use Categories is reduced pursuant to this Section D.5, such reduction shall be reflected in an Amended Notice of Special Tax Lien, which the Administrator shall cause to be recorded. All Maximum Special Taxes determined pursuant to this Section D.5 shall be escalated pursuant to Section D.1 and shall be reflected by the Administrator in an updated Attachment 1.

E. METHOD OF LEVY OF THE SPECIAL TAX
Each Fiscal Year, the Administrator shall determine the Special Tax Requirement and levy the Special Tax on all Taxable Parcels as follows:

Step 1: The Special Tax shall be levied Proportionately on each Parcel of Developed Property up to 100% of the Maximum Special Tax for each Parcel of Developed Property for such Fiscal Year until the amount levied is equal to the Special Tax Requirement prior to applying any available Capitalized Interest.

Step 2: If additional revenue is needed after Step 1 and after applying Capitalized Interest to the Special Tax Requirement, the Special Tax shall be levied Proportionately on each Parcel of Undeveloped Property up to 100% of the Maximum Special Tax for each Parcel of Undeveloped Property for such Fiscal Year until the amount levied is equal to the Special Tax Requirement.

F. MANNER OF COLLECTION OF SPECIAL TAX
The Special Tax shall be collected in the same manner and at the same time as ordinary ad valorem property taxes, provided, however, that partial prepayments of the Facilities Special Tax are permitted as set forth in Section H below and provided further that the City may directly bill the Special Tax, may collect Special Taxes at a different time or in a different manner, and may collect delinquent Special Taxes through foreclosure or other available methods.

One Beverly Hills CFD, IA No. 2 12 May 15, 2025
The Facilities Special Tax shall be levied and collected until the Fiscal Year prior to the Transition Year, although the City may still pursue collection of delinquent Facilities Special Taxes that have not been collected prior to the Transition Year. In and after the Transition Year, the Services Special Tax may be levied and collected in perpetuity.

Under no circumstances may the Special Tax on a Taxable Parcel in residential use be increased in any Fiscal Year as a consequence of delinquency or default in payment of the Special Tax levied on another Parcel or Parcels by more than ten percent (10%) above the amount that would have been levied in that Fiscal Year had there never been any such delinquencies or defaults.

G. EXEMPTIONS
Notwithstanding any other provision of this RMA, no Special Tax shall be levied in any Fiscal Year on the following:
(1) Public Square Footage
(2) Owners Association Square Footage
(3) Parking Square Footage
(4) Square footage in buildings located within botanical gardens or public open space areas, including restroom structures, dining pavilions, storage facilities, etc. (5) Square footage used for security booths or emergency command centers (6) Square footage within residential buildings that is not part of the leasable or saleable square footage within the building
H. PARTIAL PREPAYMENT OF FACILITIES SPECIAL TAX
The following definitions apply to this Section H:
“Improvement Fund” means the account (regardless of its name) identified in the Indenture to hold funds which are available to acquire or construct Authorized Facilities. “Outstanding Bonds” means all Previously Issued Bonds which remain outstanding, with the following exception: if a Facilities Special Tax has been levied against, or already paid by, an Assessor’s Parcel making a prepayment, and a portion of the Facilities Special Tax will be used to pay a portion of the next principal payment on the Bonds that remain outstanding (as determined by the Administrator), that next principal payment shall be subtracted from the total Bond principal that remains outstanding, and the difference shall be used as the amount of Outstanding Bonds for purposes of this prepayment formula. “Previously Issued Bonds” means all Bonds that have been issued prior to the date of prepayment.
“Public Facilities Requirement” means (i) $230 million in 2025 dollars, which shall increase on January 1, 2026, and on each January 1 thereafter by 2% of the amount in effect

One Beverly Hills CFD, IA No. 2 13 May 15, 2025
in the prior year, or (ii) such other number as shall be determined by the Administrator to be an appropriate estimate of the net construction proceeds that will be generated from all Bonds that have been or are expected to be issued on behalf of Improvement Area No. 2. “Remaining Facilities Costs” means the Public Facilities Requirements, minus public facility costs funded by Previously Issued Bonds, Facilities Special Taxes, or prior prepayments.

1. Partial Prepayment of Facilities Special Tax on an Individual Parcel A property owner may prepay up to 75% of the Facilities Special Tax obligation applicable to a Parcel, provided that a prepayment may be made only if there are no delinquent Facilities Special Taxes with respect to such Parcel at the time of prepayment. An owner of a Parcel intending to prepay a portion of the Facilities Special Tax obligation shall provide the City with (i) written notice of intent to prepay, which shall identify the percentage of the Maximum Facilities Special Tax that is to be prepaid, (ii) payment of fees established by the City to process the prepayment request, and (iii) written evidence that there are no delinquent Facilities Special Taxes against the Parcel. Within 30 days of receipt of such written notice, the City or its designee shall notify such owner of the prepayment amount for such Parcel. Prepayment must be made not less than 50 days prior to any redemption date for Bonds to be redeemed with the proceeds of such prepaid Facilities Special Taxes. Under no circumstance shall a prepayment be allowed that would reduce debt service coverage below Required Coverage.

The Prepayment Amount shall be calculated as follows: (capitalized terms as defined below):

Bond Redemption Amount
Plus Remaining Facilities Amount
plus Redemption Premium
plus Defeasance Requirement
plus Administrative Fees and Expenses
less Reserve Fund Credit
equals Prepayment Amount
As of the proposed date of prepayment, the Prepayment Amount shall be determined by application of the following steps:

Step 1. Determine the Maximum Facilities Special Tax for the Parcel based on Expected Land Uses for the Parcel at the time the prepayment is calculated.

Step 2. Divide the Maximum Facilities Special Tax computed pursuant to Step 1 by the Expected Maximum Facilities Special Tax Revenues at the time of the prepayment calculation.

Step 3. Multiply the quotient computed in Step 2 by the percentage of the Maximum Facilities Special Tax that the property owner wants to prepay, which percentage shall not exceed 75%.

One Beverly Hills CFD, IA No. 2 14 May 15, 2025
Step 4. Multiply the quotient computed pursuant to Step 3 by the Outstanding Bonds to compute the amount of Outstanding Bonds to be retired and prepaid (the “Bond Redemption Amount”).

Step 5. Compute the current Remaining Facilities Costs (if any).

Step 6. Multiply the quotient computed pursuant to Step 3 by the amount determined pursuant to Step 5 to compute the amount of Remaining Facilities Costs to be prepaid (the “Remaining Facilities Amount”).

Step 7. Multiply the Bond Redemption Amount computed pursuant to Step 4 by the applicable redemption premium as shown in the Indenture, if any, on the Outstanding Bonds to be redeemed (the “Redemption Premium”).

Step 8. Compute the amount needed to pay interest on the Bond Redemption Amount starting with the last Bond interest payment date on which interest has been or will be paid by Facilities Special Taxes already levied until the earliest redemption date for the Outstanding Bonds. If Bonds are callable at, or prior to, the last Bond interest payment date on which interest has been or will be paid by Facilities Special Taxes already levied, Steps 8, 9 and 10 of this prepayment formula will not apply.

Step 9. Compute the amount of interest the City reasonably expects to derive from reinvestment of the Bond Redemption Amount plus the Redemption Premium from the first Bond interest payment date after which the prepayment has been received until the redemption date for the Outstanding Bonds.

Step 10. Subtract the amount computed pursuant to Step 9 from the amount computed pursuant to Step 8 (the “Defeasance Requirement”).

Step 11. The administrative fees and expenses associated with the prepayment will be determined by the Administrator and include the costs of computing the prepayment, redeeming Bonds and recording any notices to evidence the prepayment and the redemption (the “Administrative Fees and Expenses”).

Step 12. If, at the time the prepayment is calculated, the reserve fund is greater than or equal to the reserve requirement, and to the extent so provided in the Indenture, a reserve fund credit shall be calculated as a reduction in the applicable reserve fund for the Outstanding Bonds to be redeemed pursuant to the prepayment (the “Reserve Fund Credit”).

Step 13. The Facilities Special Tax prepayment is equal to the sum of the amounts computed pursuant to Steps 4, 6, 7, 10, and 11, less the amount computed pursuant to Step 12 (the “Prepayment Amount”).

Step 14. From the Prepayment Amount, the amounts computed pursuant to Steps 4, 7, and 10 shall be deposited into the appropriate fund as established under the

One Beverly Hills CFD, IA No. 2 15 May 15, 2025
Indenture and be used to retire Outstanding Bonds (including the payment of any accrued interest). The amount computed pursuant to Step 6 shall be deposited into the Improvement Fund. The amount computed pursuant to Step 11 shall be retained in the account or fund that is established to pay Administrative Expenses of the CFD.

Once a partial prepayment has been received, an Amendment to Notice of Special Tax Lien shall be recorded against the Parcel to reflect the reduced Special Tax lien for the Parcel, which shall be equal to the portion of the Maximum Facilities Special Tax that was not prepaid, and the Administrator shall update Attachment 1 to show the revised Expected Maximum Facilities Special Tax Revenues. However, an Amendment to Notice of Special Tax Lien shall not be recorded until all Facilities Special Taxes levied on the Parcel in the current or prior Fiscal Years have been collected.

2. Prepayment to Maintain Required Coverage per RMA Section C.2 If a prepayment is being made to maintain Required Coverage pursuant to Section C.2 of this RMA, the Prepayment Amount shall be determined by application of the following steps:

Step 1. Compute the difference between the amount of Expected Maximum Facilities Special Tax Revenues needed to maintain Required Coverage and the Expected Maximum Facilities Special Tax Revenues determined when applying Step 3 in Section C.2, and use this amount for purposes of this Step

1. Step 2. Divide the amount computed pursuant to Step 1 by the Expected Maximum Facilities Special Tax Revenues at the time of the prepayment calculation.

Step 3. Multiply the quotient computed pursuant to Step 2 by the Outstanding Bonds to compute the amount of Outstanding Bonds to be retired and prepaid (the “Bond Redemption Amount”).

Step 4. Multiply the Bond Redemption Amount computed pursuant to Step 3 by the applicable redemption premium as shown in the Indenture, if any, on the Outstanding Bonds to be redeemed (the “Redemption Premium”).

Step 5. Compute the amount needed to pay interest on the Bond Redemption Amount starting with the last Bond interest payment date on which interest has been or will be paid by Facilities Special Taxes already levied until the earliest redemption date for the Outstanding Bonds. If Bonds are callable at, or prior to, the last Bond interest payment date on which interest has been or will be paid by Facilities Special Taxes already levied, Steps 5, 6 and 7 of this prepayment formula will not apply.

Step 6. Compute the amount of interest the City reasonably expects to derive from reinvestment of the Bond Redemption Amount plus the Redemption Premium from the first Bond interest payment date after which the prepayment has been received until the redemption date for the Outstanding Bonds.

One Beverly Hills CFD, IA No. 2 16 May 15, 2025
Step 7. Subtract the amount computed pursuant to Step 6 from the amount computed pursuant to Step 5 (the “Defeasance Requirement”).

Step 8. The administrative fees and expenses associated with the prepayment will be determined by the Administrator and include the costs of computing the prepayment, and redeeming Bonds (the “Administrative Fees and Expenses”).

Step 9. If, at the time the prepayment is calculated, the reserve fund is greater than or equal to the reserve requirement, and to the extent so provided in the Indenture, a reserve fund credit shall be calculated as a reduction in the applicable reserve fund for the Outstanding Bonds to be redeemed pursuant to the prepayment (the “Reserve Fund Credit”).

Step 10. The Facilities Special Tax prepayment is equal to the sum of the amounts computed pursuant to Steps 3, 4, 7, and 8, less the amount computed pursuant to Step 9 (the “Prepayment Amount”).

Step 11. From the Prepayment Amount, the amounts computed pursuant to Steps 3, 4, and 7 shall be deposited into the appropriate fund as established under the Indenture and be used to retire Outstanding Bonds (including the payment of any accrued interest). The amount computed pursuant to Step 8 shall be retained in the account or fund that is established to pay Administrative Expenses of the CFD.

3. Maintaining Required Coverage
Notwithstanding the foregoing, if at any point in time the Administrator determines that the Maximum Facilities Special Tax revenue that could be collected from Taxable Parcels that remain subject to the Facilities Special Tax after the proposed prepayment would be less than Required Coverage on Bonds that will remain outstanding after defeasance or redemption of Bonds from proceeds of the estimated prepayment, the amount of the prepayment shall be increased until the amount of Bonds defeased or redeemed is sufficient to reduce remaining annual debt service to a point at which Required Coverage is maintained.

I. INTERPRETATION OF RMA
The City reserves the right to make minor administrative and technical changes to this document that do not materially affect the rate and method of apportioning the Special Tax. In addition, the interpretation and application of any section of this document shall be left to the City’s discretion.

Interpretations may be made by the City by resolution of the City Council for purposes of clarifying any vagueness or ambiguity in this RMA.

ATTACHMENT 1
City of Beverly Hills
Community Facilities District No. 2025-1
(One Beverly Hills)
Improvement Area No. 2
Expected Land Uses and Expected Maximum Facilities Special Tax Revenues Assessor’s
Parcel
Number Expected Land Use
Expected
Square Footage
Maximum
Facilities
Special Tax
(FY 2025-26)*
4327-028-003 N/A 0 Square Feet $0
4327-028-016
Residential Square Footage
Non-Residential Square Footage
837,137 Square Feet
385,185 Square Feet
$12,749,597
$2,942,813
Expected Maximum Facilities Special Tax Revenues $15,692,410 * Beginning July 1, 2026 and each July 1 thereafter, the dollar amounts shown above shall be escalated as set forth in Section D.1.

Attachment 8
Acquisition, Funding and Disclosure
Agreement

Stradling Yocca Carlson & Rauth
Draft of 8/12/25
4933-9424-6742v5/022362-0005

CITY OF BEVERLY HILLS
COMMUNITY FACILITIES DISTRICT NO. 2025-1

OF THE CITY OF BEVERLY HILLS (ONE BEVERLY HILLS)

BH LUXURY RESIDENCES LLC AND OWR HOTEL OWNER LLC

ACQUISITION, FUNDING AND DISCLOSURE AGREEMENT
DATED AS OF SEPTEMBER 1, 2025
Table of Contents
Page
i
4933-9424-6742v5/022362-0005
Section 1. Recitals..........................................................................................................................3 Section 2. Sale of District Bonds and Related Agreements of Owners.........................................3 (a) Sale of District Bonds...................................................................................................3 (b) Cooperation in Initial and Continuing Disclosure ........................................................4 (c) CFD Sources.................................................................................................................4 Section 3. Deposit and Use of CFD Sources .................................................................................4 (a) Application of Bond Proceeds for District Formation Costs, Costs of Issuance and Reserve Account ....................................................................................................4 (b) $10,000,000 Deposit to City Only Facilities Account..................................................5 (c) Application of Bond Proceeds for Facilities.................................................................5 (d) Allocation of Interest Earnings.....................................................................................6 (e) Other Applications of Bond Proceeds by the City Council ..........................................6 (f) Prepayments..................................................................................................................6 (g) Special Taxes................................................................................................................7 Section 4. Acquisition and Construction of and Payment for Facilities........................................7 (a) Plans for Facilities.........................................................................................................7 (b) Duty of Owners to Construct ........................................................................................8 (c) Bid Procedures for City Facilities.................................................................................9 (d) Prevailing Wages........................................................................................................11 (e) Applicability of Public Contracts Code ......................................................................11 (f) Contracts for City Facilities........................................................................................11 (g) Change Orders for City Facilities...............................................................................12 (h) Independent Contractor...............................................................................................13 (i) Periodic Meetings for City Facilities..........................................................................13 (j) Non-City Facilities......................................................................................................13 (k) Bidding related to Easement Acquisitions..................................................................13 Section 5. Acquisition of Facilities..............................................................................................13 (a) Inspection....................................................................................................................14 (b) Actual Cost..................................................................................................................14 (c) Acquisition of Discrete Components of City Facilities..............................................16 (d) Request for Payment Applicable to all Facilities........................................................ 16 (e) Conditions for Payment ..............................................................................................19 (f) Payment Requests for City Facilities (other than JCFA Facilities) ............................ 20 (g) Payment Requests for Private Utility or Water District Facilities.............................. 22 (h) Delinquencies by the Owners ..................................................................................... 23 (i) Expectations of the Parties..........................................................................................23 (j) Ownership and Transfer of City Facilities and the Botanical Garden Easement and the Merv Griffin Way Easement.......................................................................... 24 (k) Maintenance................................................................................................................ 25 Section 6. Disclosure of Special Tax ........................................................................................... 26 Section 7. Indemnification and Hold Harmless........................................................................... 26 Section 8. Owners’ Duty to Perform Under Other Agreements.................................................. 28 Section 9. Audit ........................................................................................................................... 28 Section 10. Conflict with Other Agreements................................................................................. 28 Section 11. General Standard of Reasonableness.......................................................................... 28 Section 12. Notices ........................................................................................................................ 28 Section 13. Severability ................................................................................................................. 30 Table of Contents
(continued)
Page
ii
4933-9424-6742v5/022362-0005
Section 14. Successors and Assigns...............................................................................................30 Section 15. Governing Law ...........................................................................................................31 Section 16. Waiver.........................................................................................................................31 Section 17. Singular and Plural; Gender........................................................................................31 Section 18. Counterparts................................................................................................................31 Section 19. Remedies in General; Damages Limited ....................................................................31 (a) Damages Limited........................................................................................................31 (b) Resolution of Disputes Regarding Purchase Price......................................................32 Section 20. Entire Agreement; Amendment ..................................................................................32 Section 21. Construction of Agreement.........................................................................................32 Section 22. Authority of Signatories..............................................................................................33 Section 23. No Third Party Beneficiaries......................................................................................33 Section 24. Electronic Signatures..................................................................................................33 Signatures ................................................................................................................................... S-1 EXHIBIT A DESCRIPTION OF FACILITIES AND ESTIMATED COSTS .............................A-1 EXHIBIT B FORM OF LETTER OF CONCURRENCE ............................................................B-1 EXHIBIT C FORM OF PCOW.....................................................................................................C-1 EXHIBIT D ALLOCATION OF COSTS .....................................................................................D-1 1 4933-9424-6742v5/022362-0005

CITY OF BEVERLY HILLS
COMMUNITY FACILITIES DISTRICT NO. 2025-1

OF THE CITY OF BEVERLY HILLS (ONE BEVERLY HILLS)

BH LUXURY RESIDENCES LLC AND OWR HOTEL OWNER LLC

ACQUISITION, FUNDING AND DISCLOSURE AGREEMENT
THIS ACQUISITION, FUNDING AND DISCLOSURE AGREEMENT (the “Agreement”) is dated as of September 1, 2025, by and among the CITY OF BEVERLY HILLS, a political subdivision of the State of California (the “City”), COMMUNITY FACILITIES DISTRICT NO. 2025-1 OF THE CITY OF BEVERLY HILLS (ONE BEVERLY HILLS) (the “District”), and BH LUXURY RESIDENCES LLC AND OWR HOTEL OWNER LLC, each a Delaware limited liability company (collectively, the “Owners”).

R E C I T A L S:

A. In connection with the development of a certain commercial and residential project by the Owners (herein, the “Project”), on August 19, 2025 the City Council of the City of Beverly Hills (the “City Council”) formed and established the District and designated Improvement Area No. 1 and Improvement Area No. 2 therein (each an “Improvement Area” and together the Improvement Areas”) pursuant to the provisions of the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5 (commencing with Section 53311) of Part 1 of Division 2 of Title 5 of the California Government Code (the “Act”). The parties hereto acknowledge that the District has been established as a legally constituted governmental entity pursuant to the Act. The land included within the District is described on the map recorded on July 25, 2025 in the Book of Maps of Assessment and Community Facilities Districts in the Los Angeles County Recorder’s Office in Book No. 197 Page No. 12 as Instrument No. 20250502872. 2 4933-9424-6742v5/022362-0005
B. The purpose of the District is to provide for financing of “Facilities,” as shown in Exhibit A, which are defined to mean all or a portion of the costs of the purchase, construction, modification, expansion, improvement or rehabilitation of facilities or real or tangible property permitted under the Act. The Facilities may be financed by the issuance of one or more series of bonds (referred to herein as “Bonds”) on behalf of the Improvement Areas or directly from special taxes collected on behalf of the Improvement Areas (the “Special Taxes”). The Facilities authorized to be financed may be located within or outside the boundaries of the District. The Facilities and the estimated cost thereof are described in the community facilities district report for the District filed with the City Council. The land within the District will be benefited by the construction and/or acquisition of the Facilities.

C. The purpose of this Agreement is to provide for coordination by and among the City, the District and the Owners with regard to the use of Special Taxes and proceeds from the proposed issuance of one or more series of Bonds of the District on behalf of the Improvement Areas. The proceeds of Bonds of the District, when and if issued, will be the primary source of funds applied to finance all or a portion of the Facilities listed in Exhibit A.

D. Among other Facilities, the District is authorized by the Act to finance Facilities to be owned by the City as described and listed in Part I of Exhibit A (the “City Facilities”). The District is also authorized to finance the acquisition of the Botanical Garden easement (the “Botanical Garden Easement”) and the Merv Griffin Way easement (the “Merv Griffin Way Easement”) described and listed in Part II of Exhibit A. Exhibit A may be amended from time to time to reflect additional City Facilities.

E. The District is authorized by the Act and upon execution of a Joint Community Facilities Agreement (the “JCFA”) by and among the City, the Owners and the other applicable public entity or utility (the “JCFA Entity”) to finance the acquisition and/or construction of the portion of the Facilities to be owned and operated by other applicable JCFA Entities (the “JCFA 3 4933-9424-6742v5/022362-0005
Facilities”) pursuant to the terms of the one or more JCFAs. Exhibit A may be amended from time to time to reflect the JCFA Facilities.

F. This Agreement is applicable to the acquisition and/or construction of the Facilities from the “CFD Sources” (as defined herein) generated from the District and each Improvement Area.

AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereto agree as follows:

Section 1. Recitals. Each of the above recitals is incorporated herein and is true and correct.

Section 2. Sale of District Bonds and Related Agreements of Owners. (a) Sale of District Bonds. From time to time following the receipt of Owners’ written request and a deposit for non-contingent costs, the District shall commence all necessary proceedings under the Act for the issuance, sale and delivery of one or more series of Bonds. The City Council will authorize the sale of each series of Bonds in accordance with the terms and conditions of a resolution of issuance and a fiscal agent agreement, indenture of trust or other agreement providing for, among other matters, the issuance of each series of Bonds and the establishment of the Acquisition and Construction Fund (with subaccounts therein for each of the City Facilities and each of the JCFA Facilities), as it may be amended or supplemented from time to time (individually a “Bond Indenture” or, collectively, the “Bond Indentures”), by and between the District and the trustee named therein (the “Trustee”). The amount and timing of the sale of each series of Bonds shall be in all respects subject to the sole discretion and approval of the District. The Bonds may be tax-exempt or taxable.
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Nothing contained herein shall be construed as requiring the District to issue Bonds or to levy any special tax in accordance with the Act (except as expressly provided herein and in the formation resolutions and ordinances adopted on August 19, 2025). (b) Cooperation in Initial and Continuing Disclosure. The Owners agrees to provide all information regarding the planned development of the property within the District which is necessary to ensure that the official statement for each series of Bonds complies with the requirements of Rule 15c2-12 and Rule 10b-5 of the Securities and Exchange Commission and all other applicable federal and state securities laws. As a condition to the issuance of each series of Bonds, if required by the City or the underwriter for the Bonds, the Owners further agree to enter into a Continuing Disclosure Agreement satisfactory to the underwriter for the Bonds. The Owners also acknowledge that as a condition to the issuance of each series of Bonds, the City or the underwriter for the Bonds may require the Owners and each developer or builder in the District to provide initial disclosure and certain semiannual and event disclosures related to the District and/or the applicable Improvement Areas to the extent determined necessary by the District to comply with federal and state securities laws.
(c) CFD Sources. On behalf of each Improvement Area, the District shall be authorized to finance any of the Facilities regardless of geographic location of the Facilities from all of the following sources (herein, the “CFD Sources”): (i) proceeds of Bonds; and (ii) any Special Taxes, including any prepayments of Special Taxes collected for the financing of Facilities under the rate and method of apportionment of special taxes for each Improvement Area (each a “RMA”).

Section 3. Deposit and Use of CFD Sources.
(a) Application of Bond Proceeds for District Formation Costs, Costs of Issuance and Reserve Account. The proceeds of each series of Bonds will be applied first to pay any costs of forming the District (including the reimbursement of the Owners for any costs advanced), issuing 5 4933-9424-6742v5/022362-0005
such series of Bonds and funding the Reserve Account established under the applicable Bond Indenture.
(b) $10,000,000 Deposit to City Only Facilities Account. Proceeds from the sale of each series of Bonds remaining after funding the items described in (a) above shall be deposited in the “City Only Facilities Account” of the Acquisition and Construction Fund established in the applicable Bond Indenture until an aggregate amount of $10,000,000 has been deposited in such accounts. Amounts deposited in the City Only Facilities Account shall be available only to the City and not to the Owners, and shall be used by the City for any lawful capital expenditure permitted under the Act.
(c) Application of Bond Proceeds for Facilities. All proceeds of each series of Bonds remaining after the funding of the items described in (a) and (b) above shall be deposited in the Acquisition and Construction Fund, and any City Facilities Account and/or JCFA Facilities Account created thereunder, established in the applicable Bond Indenture and shall be applied, from time to time, to finance the construction and acquisition of the Facilities listed in Exhibit A (and Discrete Components thereof as defined in Section 5(c)). All of the Facilities, with the exception of those financed from moneys in the City Only Facilities Account, are to be constructed by or at the direction of the Owners (or any of their licensed affiliate) for acquisition by the City or the applicable JCFA Entity, in accordance with the provisions of this Agreement and the applicable JCFA, if any.

Amounts in the City Facilities Account shall be disbursed, from time to time, to acquire and construct the City Facilities, the Botanical Garden Easement and the Merv Griffen Way Easement. Amounts in the JCFA Facilities Account or any subaccount thereof shall be disbursed, from time to time, to finance the acquisition and construction of the JCFA Facilities in accordance with the provisions of this Agreement and the applicable JCFA, if any.

Upon mutual approval of the District and the Owners, amounts may be transferred from one account to another account from time to time. For purposes of the immediately preceding 6 4933-9424-6742v5/022362-0005
sentence, the Finance Director or his/her designee (each an “Authorized Officer”) may provide such approval on behalf of the District.
(d) Allocation of Interest Earnings. The District intends to invest amounts on deposit in the Acquisition and Construction Fund and the accounts or subaccounts therein in investments permitted by law. Interest earnings realized on amounts in each Account of the Acquisition and Construction Fund will remain in such Account until disbursed or transferred in accordance with this Agreement.
(e) Other Applications of Bond Proceeds by the City Council. Notwithstanding any other provision of this Agreement, if fifty-four (54) months after the date of issuance of a series of Bonds any unexpended proceeds of such series of Bonds remain in an Account of the Acquisition and Construction Fund an Authorized Officer, in his or her sole discretion upon ninety (90) days prior notice to Owners, may direct such proceeds either (i) to be reallocated to another Account to reimburse eligible costs previously incurred for the Facilities, or (ii) to the payment of principal due on the applicable series of Bonds or to the redemption or purchase of the applicable series of Bonds in accordance with the applicable Bond Indenture or, upon direction of the City Council, for other lawful purposes of the District; provided however, that the Bond proceeds may remain in an Account of the Acquisition and Construction Fund if an opinion of nationally recognized Bond Counsel acceptable to the City is provided to the City that confirms that if such Bond proceeds remain unexpended or are not used to redeem the Bonds there will be no effect on the exclusion of interest on the Bonds from income for federal tax purposes.
(f) Prepayments. To the extent authorized under the RMA for an Improvement Area, any prepayments of Special Tax obligations with respect to such Improvement Area which are allocated to Remaining Facilities Costs (as defined in the applicable RMA) before the issuance of the first series of Bonds for such Improvement Area shall be placed in a special fund to be held by the City (the “Prepayment Fund”), separate and apart from the proceeds of the Bonds and applied as a 7 4933-9424-6742v5/022362-0005
credit to the $10,000,000 in Bond proceeds required to be deposited to the City Only Facilities Account in accordance with Section 3(b) hereof. A separate Prepayment Fund will be created and maintained for each Improvement Area. In addition, after the issuance of the first series of Bonds for an Improvement Area, but only to the extent that a portion of such prepayments are required by the applicable RMA to be allocated to the Remaining Facilities Costs, such portion of the prepayments of special tax obligations with respect to an Improvement Area shall be deposited in the Prepayment Fund for the applicable Improvement Area. Moneys in the Prepayment Fund for an Improvement Area shall be a source for the payment of the costs of the acquisition and construction of the Facilities (and the Discrete Components thereof as defined in Section 5.c.) and shall be applied in the same manner as the proceeds of Bonds.
(g) Special Taxes. Prior to the issuance of Bonds for an Improvement Area, the Special Taxes shall be held in an account maintained by the City, and such amounts may be used to finance Facilities. All Special Taxes generated in any Improvement Area prior to the issuance of Bonds for such Improvement Area shall be a source for the payment of the acquisition and construction costs of any Facilities and the Discrete Components thereof, regardless of the geographic location of the Facilities and Discrete Components.

Section 4. Acquisition and Construction of and Payment for Facilities. Except as provided in this Section 4, the provisions of this Section 4 apply to all of the City Facilities and the JCFA Facilities. The provisions of subsections (c), (f), (g), and (i) below apply only to the City Facilities. The provisions of subsection (k) below shall apply only to the Botanical Garden Easement and Merv Griffin Way Easement.
(a) Plans for Facilities. The Owners represent that they have obtained or will obtain written approval of the Plans (as defined herein) from all appropriate departments of the City and from any other public entity or public utility from which such approval must be obtained. The Owners further represent that the Facilities have been or will be constructed in full compliance with 8 4933-9424-6742v5/022362-0005
such Plans and any change orders thereto, as approved in the same manner. The term “Plans” means the plans and specifications, for the Facilities or Discrete Components thereof (b) Duty of Owners to Construct. All Facilities to be acquired hereunder shall be constructed by or at the direction of the Owners (or their licensed affiliates). All Facilities shall be constructed in accordance with the applicable legal requirements, the approved Plans, the Conditions of Approval (as defined herein), this Agreement and the applicable JCFA, if any. The term “Conditions of Approval” means any and all conditions of approvals and mitigation measures imposed in connection with the granting of the land use entitlements, permits and approvals for the development of the Project, including but not limited to any subdivision improvement agreement, owner participation agreement, development agreement, or other agreement with the City relating to the development of the Project or the installation of the Facilities. The Owners (or their licensed affiliates) shall perform all of their obligations hereunder and shall conduct all operations with respect to the construction of the Facilities in a good, workmanlike and commercially reasonable manner, with the standard of diligence and care normally employed by duly qualified persons utilizing their commercially reasonable efforts in the performance of comparable work and in accordance with generally accepted practices appropriate to the activities undertaken.

The Owners shall be obligated: (i) to construct, or cause to be constructed, and cause conveyance of all Facilities (including Discrete Components thereof) in accordance with the Conditions of Approval, and (ii) subject to the use of available CFD Sources to pay the Purchase Prices (as defined herein) of Facilities in accordance with this Agreement, to use their own funds to pay all costs associated with such construction and conveyance(s), except as may be otherwise expressly provided in the Conditions of Approval. Notwithstanding the foregoing, nothing in this Agreement shall prevent the Owners from applying for or applying public or private funds (e.g., grants, State funds, etc.) in addition to its own funds and any CFD Sources for the construction of 9 4933-9424-6742v5/022362-0005
Facilities; provided that in no event shall the Owners be reimbursed more than once for the Facility or Discrete Component thereof; i.e. no “double dipping.” The Owners shall not be relieved of its obligation to construct any Facility (including Discrete Components thereof) financed, in part, with CFD Sources and otherwise required by the Conditions of Approval, and convey each such Facility to the City or other public agency in accordance with the Conditions of Approval, this Agreement and the applicable JCFA, if any, even if the total CFD Sources available over time is insufficient to pay the Purchase Price (defined in Section 5) thereof. This Agreement shall not alter any obligation of the Owners or any owner of land in the Project relating to the public improvements required in connection with the development of land within the Project, whether such obligation is imposed as a Condition of Approval or arises under any other law, regulation, government approval, or for any other reason. (c) Bid Procedures for City Facilities. The following bid procedures shall apply to contracts for the construction of City Facilities under this Agreement. These bid procedures do not apply to soft costs such as engineering and architecture costs, or to any materials needed in the construction of the Facilities. For materials that are not included in a bid as described in this section, the Owners will request bids from at least three vendors and purchase materials from the lowest cost responsive supplier.
(i) The Owners shall work with the City to create a list of pre-qualified contractors using a set of objective prequalification factors mutually acceptable to the Owners and the City.
(ii) The Owners shall request bids (A) from at least three (3) pre-qualified contractors or (B) if due to the nature of the Facility being constructed, the number of pre-qualified contractors is less than three, then the request for bids from less than three contractors is acceptable if determined by the City to be acceptable. 10 4933-9424-6742v5/022362-0005
(iii) The Owners shall distribute notices inviting formal bids. The notices shall be distributed (by mail or email) no more than thirty (30) calendar days and not less than 10 calendar days before the opening date of the bids. The notices shall distinctly describe the project and state the time and place for submission of bids. (iv) Bids shall be submitted to the Owners either via email or deposit into an electronic portal, as the Owners may direct from time to time. The bids shall be received and opened by the Owners and there shall be no requirement for a public bid opening. At the time that the bids are due, the Owners shall open the bids that have been received. The Owners may contact one or more of the bidders and request clarification of any bid or adjustments to the bid to comply with the specifications of the proposed project so that all bids may be evaluated on a comparable basis. (v) Owners shall submit to the City written evidence of compliance with the competitive bidding procedures set forth herein, including evidence of the required noticing, a listing of those to whom bids were requested, a listing of all responsive bids and their amounts (as adjusted pursuant to subsection (iv), if applicable), and the name or names of the contractor or contractors to whom the Owners proposed to award the contracts for such construction. (vi) The bidding documents for the Facilities shall require (A) performance of services in accordance with the approved Plans (as modified or amended from time to time), (B) liability and worker’s compensation insurance naming the Owners, the City, and their respective designees as additional insureds, (C) retention amounts, and (D) performance and payment bonds. (vii) The contract for the construction of a Facility shall be awarded to the responsible bidder submitting the lowest responsive bid (as adjusted pursuant to 11 4933-9424-6742v5/022362-0005
subsection (iv), if applicable) for the construction of such Facility, subject to written concurrence from the City as provided in Section 5(f).
(d) Prevailing Wages. The Owners covenants that it will require that all contracts or subcontracts for the construction of the Facilities require compliance with any applicable law or regulation for the payment of prevailing wages for such construction. (e) Applicability of Public Contracts Code. The parties hereto agree that this Agreement is for the acquisition of certain Facilities to be owned by the City and the JCFA Entities (if any), and the sale of one or more series of Bonds for the payment of the construction and/or acquisition cost of such Facilities and such other amounts as are herein provided, and is not nor is intended to be a public works contract under the California Public Contracts Code. The City and the Owners agree that the provisions of the California Public Contracts Code do not apply to the construction of the Facilities. The City and the Owners agree that this Agreement is necessary to assure the timely and satisfactory completion of the Facilities and establishes the terms under which the Facilities shall be constructed as if they were constructed under the direction and supervision, or under the authority of, the City or the applicable JCFA Entity, as required by the Act.

Notwithstanding the foregoing, the Owners shall be required to post all payment and performance bonds required in connection with the Conditions of Approval for the Project. (f) Contracts for City Facilities. The Owners (or their licensed affiliates) shall be responsible for entering into all contracts required for the construction of the City Facilities. All such contracts shall be submitted to the City for review and concurrence prior to commencement of the work identified in the contract. For all construction contracts, as well as soft costs related to the construction work, Owners shall provide to City a spreadsheet of the construction bid results, the anticipated cost for soft costs, and a letter requesting the City’s concurrence (“Letter of Concurrence”) of funding eligibility and award of the construction contract to the responsible bidder submitting the lowest responsive bid. The form of Letter of Concurrence is attached hereto as 12 4933-9424-6742v5/022362-0005
Exhibit B. The City shall make reasonable efforts to review construction contracts and provide a Letter of Concurrence within fifteen (15) business days. If the City fails to review and provide its concurrence with the terms the contract within fifteen (15) business days, the City shall be deemed to concur. If time is of the essence, the Owners may proceed at their own risk, and potentially forfeit reimbursement from the District for this work, pending City approval of the contract and provision of the Letter of Concurrence; provided, however, that in no event shall the Owners be permitted to submit, or obtain approval of, a contract more than twenty (20) business days following the execution of a contract with a contractor (the parties acknowledging that the Owners may under certain circumstances need to cause the contractor to commence work under such contract in the field prior to the submission to the City).
(g) Change Orders for City Facilities. The Owners (or their licensed affiliates) shall be responsible for entering into all change orders required for the construction of the City Facilities. The Owners shall submit change work order documentation to the City accompanied by a Potential Change of Work (“PCOW”) form to determine funding eligibility and to obtain City approval prior to implementing changes. The City shall make reasonable efforts to approve the PCOW within five (5) business days. The form of PCOW is attached hereto as Exhibit C. If time is of the essence, the Owners may proceed at their own risk, and potentially forfeit reimbursement from the District for this work, pending City approval of the changes; provided, however, that in no event shall the Owners be permitted to submit a PCOW more than twenty (20) business days following the issuance of a written change order to the contractor (the parties acknowledging that the Owners may under certain circumstances need to cause the contractor to commence such implementing changes in the field prior to the final design or engineering and written change order is written and executed by the Owners and applicable contractor). PCOWs shall include the signature of the City inspector assigned to the contract.
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(h) Independent Contractor. In performing this Agreement, the Owners are independent contractors and not the agent or employee of the City or the District. Neither the City nor the District shall be responsible for making any payments directly to any contractor, subcontractor, agent, employee or supplier of the Owners. (i) Periodic Meetings for City Facilities. From time to time at the request of the City, representatives of the Owners shall meet and confer with City staff, consultants and contractors regarding matters arising hereunder with respect to the City Facilities and the progress in constructing and acquiring the same, and as to any other matter related to the City Facilities or this Agreement. The Owners shall advise the City in advance of any coordination and scheduling meetings to be held with contractors relating to the City Facilities, in the ordinary course of performance of an individual contract. The City shall have the right to be present at such meetings, and to meet and confer with individual contractors if deemed advisable by the City to resolve disputes and/or ensure the proper completion of the Facilities. (j) Non-City Facilities. Any Facilities or Discrete Components thereof to be owned by a JCFA entity other than the City shall be bid and constructed in accordance with an agreement between the Owners and such entity.
(k) Bidding related to Easement Acquisitions. The following provisions were either complied with or shall be complied with relating to the bidding of all design engineering and construction contracts related to the improvements associated with the Botanical Garden Easement and the Merv Griffin Way Easement: The Owners shall identify prospective bidders, issue a request for proposal to such prospective bidders, align and “level” all submitted bids, award to the contract to the lowest qualified bidder and negotiate final contract terms.

Section 5. Acquisition of Facilities. The District hereby agrees to use the CFD Sources to pay the Owners the Actual Cost (as defined below), as approved in accordance with this Section 14 4933-9424-6742v5/022362-0005
for each Facility and Discrete Component (the “Purchase Price”), subject to the terms and conditions hereof.
(a) Inspection. No payment hereunder shall be made by the District to the Owners for a Facility or Discrete Component thereof until the Facility or Discrete Component thereof has been inspected by the City or applicable JCFA Entity and found to be constructed in accordance with the Plans approved by the City or other applicable JCFA Entity. For Facilities or Discrete Components thereof to be acquired by the City, the Owners shall request inspection using applicable City procedures. For City Facilities or Discrete Components thereof to be acquired by JCFA Entities, the Owners shall request inspection using applicable procedures from the applicable JCFA Entity and shall be responsible for obtaining such copies of inspections and providing written evidence thereof to the City. The Owners agree to pay all inspection, permit and other fees of the City and JCFA Entities applicable to construction of the Facilities or Discrete Components thereof, which fees may be subject to reimbursement under this Agreement as part of the Actual Cost (as defined below) of the Facilities.
(b) Actual Cost. The term “Actual Cost” means, with respect to any Facility or Discrete Component other than the Botanical Garden Easement and the Merv Griffin Way Easement, an amount equal to the costs incurred by or on behalf of the Owners (or their licensed affiliates), including (a) the actual cost of constructing such Facility or Discrete Component, including labor, materials, tools, and equipment costs, (b) the costs of any and all necessary professional and technical services rendered which are related to the design and construction of such Facility or Discrete Component, including, but not limited to, accounting, legal, architectural, engineering, inspection, materials testing, consulting services and similar professional services, (c) the actual cost of actions necessary to ensure the design and construction of the Facility or Discrete Component meets the mitigation, monitoring, and reporting plan described in the applicable approved final environmental impact report, except any costs related to litigation, (d) the amount of the fees actually 15 4933-9424-6742v5/022362-0005
paid to governmental entities or utilities in order to obtain permits, licenses or other necessary governmental approvals for such Facility or Discrete Component, (e) the actual cost for necessary professional services related to the construction of such Facility or Discrete Component, including engineering, inspection, construction staking, materials testing and similar professional services, (f) a fee for construction management and supervision (which may be to the Owners or to an outside firm engaged by the Owners), which cost shall not exceed five percent (5%) of the cost of constructing such Facility or Discrete Component, as determined pursuant to clause (a) of this definition, (g) the actual cost of any title insurance, workers’ compensation insurance, commercial/comprehensive general liability insurance, builder’s risk/property insurance, or other insurance required hereby for the construction of such Facility or Discrete Component, (h) the actual cost of any payment and performance bonds required to construct the Facility, (i) any administration and oversight charges paid to the City or any other JCFA Entity for the implementation of this Agreement or the applicable JCFA, (j) and the lesser of the actual cost to the Owners, or its affiliates, for the purchase of the real property or the appraised value of the real property confirmed by an appraiser mutually acceptable to the Owners and the City at the time of conveyance of any real property or interest therein acquired from a party other than the Owners or its affiliates, which real property or interest therein is either necessary for the construction of such Facility or Discrete Component (e.g., temporary construction easements, haul roads, etc.) or is required to be conveyed with such Facility or Discrete Component in order to convey title thereto to the City or the applicable JCFA Entity, and (k) other costs directly related to the construction and/or acquisition of such Facility or Discrete Component, including costs of maintenance and upkeep prior to transfer to the City or the applicable JCFA Entity, as reasonably determined to be directly related to such construction and/or acquisition by the City or such JCFA Entity in their sole discretion. No item of cost relating to a Facility or Discrete Component shall be included in more than one category of cost under this definition. With respect to the Botanical 16 4933-9424-6742v5/022362-0005
Garden Easement and the Merv Griffen Way Easement, the costs of each which are eligible to be financed from Bond proceeds shall be determined in accordance with Exhibit D hereto. (c) Acquisition of Discrete Components of City Facilities. Subject to the provisions of Government Code Section 53313.51, the City may approve payment for Discrete Components of City Facilities or JCFA Facilities prior to completion of the Facility of which the Discrete Components are a part in the manner described in Section 5(f) herein. The term “Discrete Component” means a segment or component of a Facility that can be separately identified, inspected, completed, and capable of serviceable use as determined by the City or the applicable JCFA Entity.
(d) Request for Payment Applicable to all Facilities. Any request for payment hereunder (a “Payment Request”) by the Owners shall: (i) identify the Actual Costs incurred by or on behalf of the Owners (or their licensed affiliates) and the amount required to be disbursed, the purpose for which the disbursement is to be made and the person or entity to which the disbursement is to be paid (which may include contractors or subcontractors engaged by or one behalf of the Owners; (ii) contain reasonable and customary back-up documentation, including evidence of payment or that payment is due and owing for all related invoices, substantiating the basis for and amount of the requested payment or disbursement as set forth in Section 5(f) herein; (iii) certify that the disbursement is for a purpose eligible to be funded with such amounts to be so disbursed, and in any event that no portion of the amount then being requested to be disbursed was paid pursuant to any previously filed Payment Request; and (iv) with respect to City Facilities provide Project-related documentation, as requested by the City, to substantiate that any costs that are not subject to competitive bidding requirements are reasonable and customary. The City’s review of a Payment Request shall be completed within 15 business days of the City’s receipt of the Payment Request and the Owners’ supporting documentation. When such documentation is satisfactory to the City, the 17 4933-9424-6742v5/022362-0005
City shall Authorize (as defined below) payment of the Purchase Price of the Facilities that are the subject of the Payment Request.
(A) There shall be a presumption of reasonableness as to the amount of the construction contract (or change order) entered into as a result of a call for bids by the Owners for City Facilities in accordance with this Agreement. For Actual Costs for City Facilities that are not subject to competitive bidding requirements, the City is not required to authorize payment to the extent that the costs exceed what is determined by the City to be reasonable and customary. For any Facility or Discrete Component to be acquired by a JCFA entity, the Owners shall, at the City’s request, provide written evidence, to the reasonable satisfaction of the City, of the approval of such Actual Cost substantiation and approval of such Facility or Discrete Component from the applicable JCFA Entity when requesting payment. (B) The Purchase Price approved for payment hereunder for any Facility or Discrete Component thereof may be paid in any number of installments as CFD Sources become available.
(C) Within five (5) business days after approving a Payment Request (in whole or in part), the City shall Authorize (as defined herein) payment to be made to the Owners exclusively from one or more of the CFD Sources. If there are insufficient CFD Sources to pay the full amount of a Payment Request, then the City shall Authorize payment of as much of the Payment Request amount as there are CFD Sources available, and the payment of the remaining balance of the Payment Request shall be automatically paid if and when there are sufficient CFD Sources available. Payment Requests may be paid (i) in any number of installments as CFD Sources become available and (ii) irrespective of the length of time of such deferral of payment. In no event shall the City be required to Authorize the District to make 18 4933-9424-6742v5/022362-0005
payments for Facilities or Discrete Components from any funding sources other than the CFD Sources. The term “Authorize” means either of the following, as the context requires: (i) where payment of a requisition is to be made from CFD Sources held and maintained by the Trustee under the Bond Indenture, the term means that the City provides whatever documentation and written authorization under the Bond Indenture as necessary for the Trustee to make payment on the requisition from the applicable CFD Sources; and (ii) where payment of a requisition is to be made from CFD Sources held and maintained by the City, the term means that the City authorizes the District to pay the applicable amount to the Owners pursuant to the Payment Request. (D) In connection with processing any Payment Request under this Agreement, the City will use good faith efforts to request any additional information required to Authorize the request as soon as practicable following receipt of the original materials and Owners will use their good faith efforts to provide a thorough, organized, and complete response to each request. Owners are authorized to communicate directly with the City, and its designees, agents, and contractors to facilitate any additional information request, to facilitate the prompt resolution of any technical issues, and to minimize the amount of time it takes to resolve outstanding issues. In addition to the foregoing, and except as otherwise provided for herein, the parties agree that if a Payment Request includes more than one Discrete Component or Facility, the City will not withhold payment Authorization on any Discrete Component or Facility that has been approved and for which sufficient CFD Sources are available, and will withhold payment Authorization only on such Discrete Components and Facilities for which payment has not been approved. (E) Unless otherwise provided for in Exhibit D, if the Owners incur costs that (1) apply to more than one Facility or Discrete Component (e.g., soft costs), or 19 4933-9424-6742v5/022362-0005
(2) apply to both Facilities or Discrete Components and improvements other than the Facilities or Discrete Components (e.g., grading), Owners shall allocate, or cause the contractor to reasonably allocate, such costs between the Facilities or Discrete Components (in the case of clause (1)), or between the Facilities or Discrete Components and the improvements other than the Facilities or Discrete Components (in the case of clause (2)) (the “Owners Allocation”). If the City disagrees with the Owners Allocation, then the City and Owners shall promptly meet and agree upon an allocation of such costs, on a reasonable basis, between the Facilities or Discrete Components (in the case of clause (1)) or between the Facilities or Discrete Components and the improvements other than the Facilities or Discrete Components (in the case of clause (2)) (the “Agreed-Upon Allocation”). The Owners Allocation or the Agreed-Upon Allocation, as applicable, will be included as part of the Actual Costs in the Payment Request for the specified Facility or Discrete Component. (F) With respect to City Facilities and JCFA Facilities only, prior to receiving final payment for a Facility, the Owners shall submit for and obtain approval of as-built drawings from the City inspection staff and record a Notice of Completion (or its functional equivalent). A copy of the recorded Notice of Completion in the office of the Los Angeles County Recorder shall be included with the Payment Request for the final payment of such Facility. (e) Conditions for Payment. The District shall not be obligated to pay the Purchase Price of any Facility or Discrete Component until the Facility or Discrete Component is constructed and complies with the terms of this Section 5. The Owners acknowledge that the City may not accept certain Discrete Components until the City Facility of which a Discrete Component is a part has been determined Complete by the City. The City acknowledges that the Discrete Components (or the Facility of which the Discrete Component is a part) do not have to be accepted 20 4933-9424-6742v5/022362-0005
by the City or the applicable JCFA Entity as a condition precedent to the payment of the Purchase Price for such Discrete Component, but any such payment shall not be made until the Discrete Component has been constructed in accordance with the Plans therefor, as determined by the City or JCFA Entity, and, for City Facilities, the Owners shall provide for the operation and routine maintenance of the Discrete Component, in a manner acceptable to the City, until the Discrete Component is accepted by the City. In any event, the District shall not be obligated to pay the Purchase Price for any Facility or Discrete Component except from the CFD Sources and in accordance with the terms and conditions herein.

Prior to the District paying the Purchase Price for any City Facility, the Owners shall provide to the City (i) documentation indicating that the approved improvement plans, as built drawings or other similar plans and specifications of such City Facility have been received in a form reasonably acceptable to the City, or in lieu thereof, the City may refer to the official improvement plans on file with the appropriate department of the City, (ii) a certificate of the Owners, supplemented by information satisfactory to the City, that the improvements being acquired were constructed under the inspection of City inspectors, or under the authority, of the City, (iii) a certificate of the Owners stating that no mechanic’s liens or other encumbrances have attached, or to the best of its knowledge will attach, to the City Improvements being acquired, and (iv) if previously required by the City, evidence that performance and payment bonds, in a form acceptable to the City, are on file with the City.
(f) Payment Requests for City Facilities (other than JCFA Facilities). The following provisions apply to the payment of a Payment Request submitted by the Owners for City Facilities or Discrete Components thereof or the Botanical Garden Easement or the Merv Griffin Way Easement; provided that there shall not be payment for Discrete Components of the Botanical Garden Easement or the Merv Griffin Way Easement:
21 4933-9424-6742v5/022362-0005
(i) Payment When Substantially Complete. The Owners may submit a Payment Request for up to 90% of the Actual Cost of a City Facility or Discrete Component when the City Facility or Discrete Component is Substantially Complete (as defined herein). With respect to a City Facility or Discrete Component, when the City (i) determines that such City Facility or Discrete Component, while not Complete (as defined herein), is Substantially Complete as determined in writing by the City, (ii) confirms that such City Facility or Discrete Component has been constructed in accordance with the Plans therefor, (iii) confirms receipt of the invoice for payment of costs, (iv) with respect to City Facilities or Discrete Components thereof only, confirms receipt of the Bid Spreadsheet, the Contract, Letter of Concurrence and any PCOWs, and (v) verifies and approves the Actual Cost of such City Facility or Discrete Component, the City shall sign the Payment Request and authorize payment.
(ii) Payment When Complete. When the Owners complete or cause to be completed all work with respect to such City Facility or Discrete Component and conclude that such City Facility or Discrete Component is Complete, the Owners shall deliver to the City (i) documentation indicating that the approved improvement plans are on file with the appropriate department of the City, and (ii) a Notice of Completion for the City Facility or Discrete Component is recorded in the Office of the Los Angeles County Recorder. Upon receipt of such information and documentation and determination in writing by the City that the Notice of Completion is recorded in the Office of the Los Angeles County Recorder, and that the City Facility or Discrete Component is completed to the satisfaction of the City, the City shall sign a copy of the Payment Request therefor, indicating thereon that such City Facility or Discrete Component is Complete and that the amount of the 22 4933-9424-6742v5/022362-0005
Purchase Price set forth in the Payment Request for such City Facility or Discrete Component is eligible for payment; provided, however under no circumstances shall the total of the payments in (i) and (ii) above exceed the Purchase Price of the City Facility.
(iii) The term “Complete” means, with respect to a City Facility or Discrete Component, that the construction of such City Facility or Discrete Component per the Plans (including all ancillary, non-essential items included in such City Facility or Discrete Component) by the Owners is, in the reasonable judgment of the City, in all respects satisfactorily complete. (iv) The term “Substantially Complete” means, with respect to a City Facility or Discrete Component, that the construction of such City Facility or Discrete Component by the Owners has reached a stage of completion sufficient to allow for serviceable use of such City Facility or Discrete Component, as determined by the City, and that only the construction of ancillary, non-essential items remains incomplete as identified on a mutually agreed punch-list and completion timeline; provided, however, that a City Facility or Discrete Component shall not be deemed to be Substantially Complete if, in the reasonable judgment of the City, the cost to complete the construction of such ancillary, non-essential items would exceed 10% of the estimated total Purchase Price of such City Facility or Discrete Component. (g) Payment Requests for Private Utility or Water District Facilities. From time to time, the Owners may submit a Payment Request for the payment of the Purchase Price of JCFA Facilities or Discrete Components thereof to be owned by a JCFA Entity. The Payment Request shall be accompanied by written documentation from the JCFA Entity that the JCFA Facilities or Discrete Components have been constructed and inspected pursuant to the JCFA Entity’s standards (which may be contained in a JCFA or another agreement between the Owners and the JCFA Entity). 23 4933-9424-6742v5/022362-0005
The amount payable for the JCFA Facility or Discrete Component shall be governed by agreements between the Owners and the JCFA Entity. Within five (5) business days after receiving the Payment Request, if deemed acceptable by the City, the City shall authorize the Payment Request and forward to the Trustee for payment or authorize payment from Special Taxes, as applicable. (h) Delinquencies by the Owners. Notwithstanding any of the provisions of this Agreement to the contrary, the District shall have the right to withhold payment of the Purchase Price or any increment thereof of any Facility or Discrete Component if the Owners are delinquent in the payment of any Special Taxes levied by the District on properties then owned by either of them within the District. The City shall provide written notice to the Owners of the decision to withhold any such payment and shall specify the reason for such decision and identify the delinquent parcels and the amount of such delinquency. Upon receipt by the City of evidence reasonably satisfactory to the City of the payment of the delinquent Special Taxes, the District shall forthwith make any payment which has been withheld pursuant to the provisions of this paragraph. (i) Expectations of the Parties. The City, the District and the Owners understand and agree that (i) Owners will be constructing or causing the construction of some or all of the Facilities or Discrete Components prior to the availability of CFD Sources that will be used to pay for such Facilities or Discrete Components, (ii) the City or the applicable JCFA Entity that will own and operate such Facilities or Discrete Components may be inspecting such Facilities or Discrete Components and processing and reviewing Payment Requests for such Facilities or Discrete Components with the knowledge that there may be insufficient CFD Sources available at such time, (iii) the Facilities or Discrete Components may be conveyed to and accepted by the City or applicable JCFA Entity that will own and operate such Facilities or Discrete Components when there are insufficient CFD Sources to pay the Purchase Prices of such Facilities or Discrete Components, and (iv) in any such case, the payment of any approved Payment Requests for the Purchase Prices of such Facilities or Discrete Components will be paid when there are sufficient CFD Sources available 24 4933-9424-6742v5/022362-0005
to pay the Purchase Prices of such Facilities or Discrete Components, at which time the City will cause such payments to be made in accordance with this Agreement. At all times, Owners will be constructing or causing the construction of such Facilities or Discrete Components with the expectation that the Purchase Prices for such Facilities or Discrete Components will be paid solely from the CFD Sources; provided, however, that the Owners acknowledge that the expected Actual Costs of the Facilities or Discrete Components may exceed the expected available CFD Sources.

The conveyance of Facilities or Discrete Components to the City or a JCFA Entity prior to receipt of the Purchase Prices for such Facilities or Discrete Components shall not be construed as a dedication or gift, or a waiver of the payment of the Purchase Prices, or any part thereof, for such Facilities or Discrete Components. However, if the CFD Sources are insufficient to pay the Purchase Price for a Facility or Discrete Component, the Owners, or their affiliate, are not relieved of any obligations under this Agreement, and the District or the City shall have no responsibility to reimburse the Owners for any shortfall.
(j) Ownership and Transfer of City Facilities and the Botanical Garden Easement and the Merv Griffin Way Easement. The provision of or conveyance of City Facilities and the Botanical Garden Easement and the Merv Griffin Way Easement from the Owners to the City shall take place as follows:
(i) Real Property. Prior to the final payment for such Facilities, the Owners shall cause to be made, or shall have previously made, an irrevocable offer of dedication to the City and/or granted to the City the appropriate right, title and/or interest in and to the portion of the land owned by the Owners related to such Facility to be acquired hereunder, which interest may include easements encumbering such land. The Owners agree to execute and deliver to the City those documents required to complete the transfer of Acceptable Title (as defined herein) to such portion of the land. “Acceptable Title” means fee title, irrevocable easement, license or other real 25 4933-9424-6742v5/022362-0005
estate interest to the land acceptable to the City, delivered free and clear of all taxes, liens, encumbrances, assessments, easements, leases, whether any such item is recorded or unrecorded, except those nonmonetary encumbrances and easements which do not unreasonably interfere with the intended use of the land as determined by the City and therefore are not required to be cleared from the title. With respect to the Botanical Garden Easement and the Merv Griffin Way Easement the Owners shall deliver documents acceptable to the City confirming that all lenders and/or lien holders have subordinated their interest to the City’s Botanical Garden Easement and Merv Griffin Way Easement. [Prior to payment, the Owners shall provide one or more CLTA or ALTA policies acceptable to the City insuring the City’s interests in the Botanical Gardens Easement and the Merv Griffin Way Easement in amounts equal to the Actual Costs of such easements.

The Owners shall maintain the land and any improvements thereon in good and safe condition until the City accepts the City Facility into the City system for maintenance, or as otherwise provided in the Conditions of Approval.

The City’s final acceptance of the land and City Facilities shall not be unreasonably withheld or delayed.
(ii) Personal Property. If any City Facility to be acquired from the Owners contains personal property, then transfer to the City of such personal property shall be accomplished by a Bill of Sale if the City desires the personal property.

Otherwise, the personal property must first be removed before transfer can proceed. (k) Maintenance. Except as otherwise provided in the Conditions of Approval, the Owners shall be obligated for a period of twelve (12) months from the date the City accepts a City Facility to provide maintenance, and to repair or replace any defects or failures resulting from the work of the Owners or its affiliates, and their contractors or agents. For purposes of this 26 4933-9424-6742v5/022362-0005
Agreement, the term “maintenance” in the immediately preceding sentence means the repair, replacement, or correction of any defects in the City Facility, and shall not mean the day-to-day upkeep or correction of normal wear and tear of the City Facility (such as watering or weeding for landscape improvements, painting, graffiti removal, etc.). For any contract where the City is not a third-party beneficiary of such contract, upon the expiration of such twelve (12) month period, the Owners shall assign to the City all of its rights in any remaining warranties, guarantees or other evidence of contingent obligations of third persons with respect to such City Facilities.

Section 6. Disclosure of Special Tax. The Owners covenant and agree that from and after the date hereof they will provide all forms of disclosure of the special tax to be levied by the District as required by existing law and by any future laws. In particular, the Owners covenant and agree from and after the date hereof to provide the special tax disclosure notice required by Section 53341.5 of the Act and to retain in its files copies of all notices signed by purchasers in accordance with Section 53341.5. The City shall have the right to inspect and obtain copies of all of the Owners’ records regarding special tax disclosure; provided that the City shall not be liable for any deficiencies in the Owners’ forms of disclosure.

Section 7. Indemnification and Hold Harmless. The Owners hereby assume the defense of, and indemnifies and save harmless the City, the District and each of their respective elected officials, officers, directors, employees and agents (each, an “Indemnified Party”), from and against all actions, damages, claims, losses or expenses of every type and description to which they may be subjected or put, by reason of, or resulting from, or arising out of (i) the design, engineering and construction of any of the City Facilities or the Facilities constructed as part of the Botanical Garden Easement or the Merv Griffin Way Easement including but not limited to failure to pay prevailing wages or comply with any bidding or construction requirements required under the Act, (ii) a failure of the Owners to provide notice of the special tax to be levied by the District, (iii) any alleged misstatements of fact or alleged omission of a material fact made by the Owners, their officers, 27 4933-9424-6742v5/022362-0005
directors, employees or agents to the City, the District, the District’s underwriter and its counsel, appraiser, special tax consultant, market absorption consultant or bond and disclosure counsel regarding the Owners, their proposed developments, their property ownership and their contractual arrangements contained in the Official Statement relating to each series of Bonds; provided that the actions, damages, claims, losses and expenses covered by this Section 7 which relate to the City Facilities the Botanical Garden Easement or the Merv Griffin Way Easement being acquired shall be those arising out of the personal injury or property damage which occurred during the period up to the acceptance of the City Facilities, the Botanical Garden Easement or the Merv Griffin Way Easement by the City, whether or not an action or claim is filed by the date of acceptance of the City Facilities, the Botanical Garden Easement or the Merv Griffin Way Easement; and provided, further, that nothing in this Section 7 shall limit in any manner the Indemnified Party’s rights against any of the Owners’ architects, engineers, contractors or other consultants. Upon written request of the City, the Owners shall furnish to the District a certificate or certificates of insurance substantiating that it has obtained (or that the contractor selected to construct a City Facility has obtained) for the entire period of the construction of the City Facilities or the Facilities constructed as part of the Botanical Garden Easement or the Merv Griffin Easement a policy of comprehensive or commercial general liability insurance insuring the work for the applicable Facility and having a combined single limit of liability in the amount of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate.

The certificate of insurance shall include an endorsement naming the Indemnified Parties as additional named insureds.

Except as set forth in this Section 7, no provision of this Agreement shall in any way limit the extent of the responsibility of the Owners for payment of damages resulting from the operations of the Owners, their agents, employees or contractors. Nothing in this Section 7 shall be understood or construed to mean that the Owners agree to indemnify an Indemnified Party for any negligent or 28 4933-9424-6742v5/022362-0005
wrongful acts or omissions to act of the Indemnified Party or any of their respective officers, directors, employees or agents.

Section 8. Owners’ Duty to Perform Under Other Agreements. Nothing contained herein shall be construed as affecting the Owners’ duty to perform their obligations under other agreements, land use regulations or subdivision requirements relating to the land within the District and the Facilities, which obligations are and shall remain independent of the Owners’ rights and obligations under this Agreement.

Section 9. Audit. The City shall have the right, during normal business hours and upon the giving of ten (10) days’ written notice to the Owners, to review all books and records of the Owners relating to the City Facilities and Discrete Components.

Section 10. Conflict with Other Agreements. Nothing contained herein shall be construed as releasing the Owners from any Conditions of Approval or requirement imposed by any other agreement with the City, and, in the event of a conflicting provision, the more specific provision, as determined by the City, shall prevail unless such conflicting provision is specifically waived or modified in writing by the City.

Section 11. General Standard of Reasonableness. Any provision of this Agreement which requires the consent, approval, discretion or acceptance of any party hereto or any of their respective employees, officers or agents shall be deemed to require that such consent, approval or acceptance not be unreasonably withheld or delayed, unless such provision expressly incorporates a different standard. The foregoing provision shall not apply to provisions in the Agreement which provide for decisions to be in the sole discretion of the party making the decision.

Section 12. Notices. Any notice, payment or instrument required or permitted by this Agreement to be given or delivered to any party shall be deemed to have been received when personally delivered, the next business day following deposit with a nationally recognized overnight 29 4933-9424-6742v5/022362-0005
carrier (e.g., FedEx or UPS), or seventy-two (72) hours following deposit of the same in any United States Post Office in California, registered or certified, postage prepaid, addressed as follows:

Owners: BH LUXURY RESIDENCES LLC, a Delaware limited liability company
Attention:
1840 Century Park East, Suite 1400
Los Angeles, CA 90067
Attention: Larry Green
OWR HOTEL OWNER LLC, a Delaware limited liability company Attention:
1840 Century Park East, Suite 1400
Los Angeles, CA 90067
Attention: Larry Green
With a copy to:

Attention:

Cain International LP
767 Fifth Avenue, 17th Floor
New York, NY 10153
Attention: Elizabeth Boudris (General Counsel)
Latham & Watkins
10250 Constellation Blvd., Suite 1100
Century City, CA 90067
Attention: George Mihlsten
City or City of Beverly Hills
District: 455 North Rexford Drive
Beverly Hills, CA 90210
Attn: City Manager
With a copy to: City of Beverly Hills
455 North Rexford Drive
Beverly Hills, CA 90210
Attn: City Attorney
Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party.
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Section 13. Severability. If any part of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest extent reasonably possible.

Section 14. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. The Owners may not assign their rights or obligations hereunder except (i) an Approved Assignment (as defined below) or (ii) with the prior written approval of the City and the District, which shall not be unreasonably withheld or delayed. Notwithstanding the preceding sentence, the Owners may assign their rights and obligations herein as security to lenders for the purpose of obtaining loans to finance development within the District or other portion of the Project, but no such assignment shall release the Owners from their obligations pursuant to this Agreement, which the Owners shall remain obligated to perform. The Owners shall provide written notice to the City of any assignment of this Agreement at least 15 days prior to the effective date of any such assignment. The term “Approved Assignment” means an assignment and assumption of this Agreement pursuant to an assignment and assumption agreement with (i) one or more affiliates of the Owners or a joint venture in which one or more of the Owners is a member or (ii) an entity (or an affiliate thereof) that acquires all or substantially all of (x) any Owners’ interest in the Project or (y) business, equity or assets of either Owner, whether by merger, reorganization, acquisition, sale, spin-off, carve out, operation of law, or otherwise. An Approved Assignment shall not, by itself, release the Owners from, or otherwise terminate, any provision in the Conditions of Approval, or any payment and performance bonds that the Owners have posted pursuant to the Conditions of Approval; any release of the Owners or termination of the payment and performance bonds will be governed by the terms of the separate agreement(s) with the Owners and the City and/or the payment and performance bonds themselves, and the Conditions of Approval and applicable law.
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Section 15. Governing Law. This Agreement and any dispute arising hereunder shall be governed by and interpreted in accordance with the laws of the State of California.

Section 16. Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by another party, or the failure by a party to exercise its rights upon the default of another party, shall not constitute a waiver of such party’s right to insist and demand strict compliance by such other party with the terms of this Agreement thereafter.

Section 17. Singular and Plural; Gender. As used herein, the singular of any word includes the plural, and terms in the masculine gender shall include the feminine.

Section 18. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.

Section 19. Remedies in General; Damages Limited.
(a) Damages Limited. It is acknowledged by the parties that neither the City nor the District would have entered into this Agreement if it were to be liable in damages under or with respect to this Agreement or the application thereof, other than for the payment to the Owners of any Purchase Price owing to the Owners hereunder. Any and all obligations arising out of or related to this Agreement are the special and limited obligations of the City and/or the District payable only from the CFD Sources, to the extent such CFD Sources may become available. Neither the City nor the District shall have any pecuniary liability for any act or omission on the part of the City or the District. In no event will an act, or an omission or failure to act, by the City or the District with respect to the sale or proposed sale of any series of Bonds subject the City or the District to pecuniary liability therefor.

In general, each of the parties hereto may pursue any remedy at law or equity available for the breach of any provision of this Agreement; except that the City and the District shall not be liable in damages to the Owners, or to any assignee or transferee of the Owners, other than to 32 4933-9424-6742v5/022362-0005
pay up to an amount equal to the Purchase Price for any Facility from available CFD Sources. In light of the foregoing, the Owners covenant not to sue for or claim any damages for any alleged breach of, or dispute which arises out of, this Agreement, except for the payment of an amount equal to the Purchase Price of any Facility to be acquired from the Owners hereunder, together with interest on the Purchase Price up to the amount of available CFD Sources. (b) Resolution of Disputes Regarding Purchase Price. Notwithstanding any provision in this Agreement to the contrary, in the event of a dispute as to the amount of the Purchase Price to be paid for any Facility to be acquired hereunder, the City and the District will pay any undisputed portion of the Purchase Price upon compliance with the provisions of this Agreement and may elect to withhold payment of the amount of the Purchase Price in dispute, in which case the parties agree to meet and confer regarding such matter and shall have available to them any other remedy in equity or at law.

Section 20. Entire Agreement; Amendment. This Agreement and the agreements expressly referred to herein contains all of the agreements of the parties hereto with respect to the matters contained herein and no prior or contemporaneous agreement or understandings, oral or written, pertaining to any such matters shall be effective for any purpose. No provision of this Agreement may be modified, waived, amended or added to except by a writing signed by each party hereto.

Section 21. Construction of Agreement. This Agreement has been reviewed by legal counsel for the City, the District, and the Owners and shall be deemed for all purposes to have been jointly drafted by such parties. No presumption or rule that ambiguities shall be construed against the drafting party shall apply to the interpretation or enforcement of this Agreement. The language in all parts of this Agreement, in all cases, shall be construed as a whole and in accordance with its fair meaning and not strictly for or against any party and consistent with the provisions hereof, in order to achieve the objectives of the parties hereunder. The captions of the sections and subsections of this 33 4933-9424-6742v5/022362-0005
Agreement are for convenience only and shall not be considered or referred to in resolving questions of construction.

Section 22. Authority of Signatories. Each signatory and party hereto hereby represents and warrants to the other parties that it has legal authority and capacity and direction from its principal to enter into this Agreement, and that all resolutions and/or other actions have been taken so as to enable such party to enter into this Agreement. Any action or approval herein to be taken at the direction of the City shall be by the City Manager (or his or her designee) unless otherwise specified herein.

Section 23. No Third Party Beneficiaries. Other than the parties hereto, there exist no third party beneficiaries to the terms of this Agreement.

Section 24. Electronic Signatures. This Agreement may be executed simultaneously or in any number of counterparts, including both counterparts that are executed manually on paper and counterparts that are in the form of electronic records and are executed electronically, whether digital or encrypted, each of which shall be deemed an original and together shall constitute one and the same instrument.

The parties hereby agree to regard facsimile/electronic representations of original signatures of authorized officers of each party, when appearing in appropriate places on this Agreement and on any addenda or amendments thereto, delivered or sent via facsimile or electronic mail or other electronic means, as legally sufficient evidence that such original signatures have been affixed to this Agreement and any addenda or amendments thereto such that the parties need not follow up facsimile/electronic transmissions of such documents with subsequent (nonfacsimile/electronic) transmission of “original” versions of such documents.

Further, the parties: (i) agree that an electronic signature of any party may be used to authenticate this Agreement or any addenda or amendment thereto, and if used, will have the same force and effect as a manual signature; (ii) acknowledge that if an electronic signature is used, the 34 4933-9424-6742v5/022362-0005
other party will rely on such signature as binding the party using such signature, and (iii) hereby waive any defenses to the enforcement of the terms of this agreement based on the foregoing forms of signature.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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4933-9424-6742v5/022362-00054933-9424-6742v5/022362-0005 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first set forth above.

CITY OF BEVERLY HILLS
By:

City Manager
COMMUNITY FACILITIES DISTRICT NO. 2025-
1 OF THE CITY OF BEVERLY HILLS (ONE

BEVERLY HILLS)
By:

City Manager
APPROVED AS TO FORM:

LAURENCE WIENER
City Attorney
By:

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4933-9424-6742v5/022362-0005

BH LUXURY RESIDENCES LLC,
a Delaware limited liability company
By: _____________________________
Name: ___________________________
Title: ____________________________

OWR HOTEL OWNER LLC,
a Delaware limited liability company
By: _____________________________
Name: ___________________________
Title: ____________________________
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EXHIBIT A

DESCRIPTION OF FACILITIES AND FINANCING COSTS
This Acquisition, Funding and Disclosure Agreement shall apply to financing of “Facilities,” which are defined to mean all or a portion of the costs of the purchase, construction, modification, expansion, improvement or rehabilitation of facilities permitted under the Act and that are required as conditions of development of the property within the District, including, but not limited to the Facilities described below:

Improvement
Estimated1
Hard Cost2
Estimated1
Soft Cost3
Estimated1
Total
Part I
Off-Site Improvements
Pavement, curb & gutter $ 2,787,000 $ 920,000 $ 3,707,000 Bike Paths 0 0 0
Landscaping & Streetscape 1,578,000 521,000 2,099,000
Street Lights 190,000 63,000 253,000
Traffic Signals 2,460,000 812,000 3,272,000
Wilshire Blvd Median 500,000 165,000 665,000
Storm Sewer MH Adj @ SMB/LACC 250,000 83,000 333,000
Water System Improvements
CoBH Water System Main Line Upgrade $ 10,000,000 $3,300,000 $ 13,300,000 On-Site Improvements
Fire Main Loop, Hydrants & associated piping $ 1,201,000 $ 396,000 $ 1,597,000 Water, Sanitary & Storm Sewer 3,984,000 1,315,000 5,299,000 Part II
Merv Griffin Way Easement $ 19,033,300 $6,281,000 $ 25,314,300 Botanical Gardens Easement 136,097,000 44,912,000 181,009,000 Part III
Utility Relocations $ 16,300,000 $ 0 $ 16,300,000
30" MWD Main Feeder Line 462,400 462,400
60" LA County Storm Drain 142,100 142,100
SCE Feeder Line 72,100 72,100
SCE Improvements
Executive Circuit $ 5,789,000 $1,910,000 $ 7,699,000
Tower Circuit 200,000 66,000 266,000
On-Site Transformers 500,000 165,000 665,000
Part IV
Contingency $ 40,174,000 $13,257,000 $ 53,431,000
TOTAL $ 241,043,300 $74,842,600 $ 315,885,900

1 The estimated costs are for planning purposes only. The Actual Cost of a Facility is eligible to be financed under the Agreement. 2 Hard costs includes but is not limited to supervision, installation, materials & equipment. 3 Sof Costs includes but is not limited to design, engineering, plans, permitting, inspections, fees, interest & other funding expenses, etc.

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EXHIBIT B

FORM OF LETTER OF CONCURRENCE
_________________[INSERT DATE]
City of Beverly Hills
Attention: _________
__________________
__________________
Subject: Concurrence Letter for ___________________[Insert description of the construction work] Dear ________:

On behalf of [BH LUXURY RESIDENCES LLC] [OWR HOTEL OWNER LLC], each a Delaware limited liability company (“Owners”), we are submitting the following information related to the construction of __________________ [Insert description of the construction work]:
• Bid Spread showing the results of each responsive bid. See attached schedule that follows this Concurrence Letter
• _________________________ [Insert description of field soft cost proposals applicable for the construction work]
Owners recommends award of the following work:

CFD PORTION

DESCRIPTION OF WORK VENDOR
NAME
CONTRACT NO. AMOUNT
Award Total:

Please indicate your concurrence and eligibility of the improvements to be reimbursed by signing below and returning to me. If you have any questions or require additional information, please do not hesitate to contact me at ___________.

Sincerely, CITY OF BEVERLY HILLS CONCURRENCE
__________________________________________
______________________________ ____________

TITLE DATE
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EXHIBIT C

FORM OF PCOW
Potential Change of Work (“PCOW”)
The purpose of this form is to acknowledge a change in work for the intent of reimbursement of CFD costs.

Date:

PCOW No.

Description of Contract:

Vendor Name:

Contract Number/Change
Order Number:

Provide the following information if PCOW is
for field services during construction:

Owner: Contractor:

Contract No.:

Owner’s Licensed Affiliate:

Potential Change of Work description:

Total Amount of PCOW: __________________
Owners Review:

Owners Representative Date
City of Beverly Hills Approval:

Approved
and is CFD
eligible
Not approved and is
not CFD eligible
County comments:
__________________________________________________________________________________ Reviewed by:

City Representative Date
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EXHIBIT D

ALLOCATION OF COSTS
Reimbursable Improvement Cost Methodology
Hard Costs
Preliminary hard cost estimates were calculated using indicative cost estimates and allocated by determining whether a particular cost element is either solely attributable to the reimbursable improvement or “shared” with other improvements. An example of the former would be landscape material which would be allocated solely to the gardens or streetscape. An example of the latter is the cost of excavation or shoring which would be shared between the parking garage (not reimbursable by the CFD), Merv Griffin Way (reimbursable) and the gardens (reimbursable).

The following sections are intended to provide further guidance on how the allowable reimbursable cost will be calculated for certain public improvements.

Merv Griffin Way
The design of Merv Griffin Way (MGW) is essentially that of a “tunnel” that rests on the underlying parking structure (see below). Without this structure, MGW could not be constructed. Thus, in addition to construction elements such as the roadway surface that is fully allocated to the cost of MGW, an allocable portion of the cost to construct the parking structure including excavation, shoring, waterproofing, concrete, etc. may also be accounted for in the cost of constructing MGW.

The following is an illustrative list of construction elements or disciplines that are to be included in the reimbursable cost of constructing MGW:

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• Structural improvements including foundations, structural framing including columns, beams, walls, and other supportive elements
• Waterproofing and methane membrane
• Roadway improvements including asphalt and concrete paving, median, curb and gutter, pavement striping, drainage structures
• Wall & Ceiling finishes
• Electrical, lighting and low voltage systems
• Mechanical systems including ventilation & exhaust fans • Fire Sprinkler and Life Safety systems & equipment
• Building maintenance equipment1
• Furniture, fixtures & misc. equipment2
• Signage & Wayfinding3
Certain of these construction elements are shared between improvements. For example, as depicted in the following graphic, the structure of the parking garage is shared between the garage, MGW and the gardens, and construction costs are allocated accordingly. 1 Building Maintenance Equipment includes lifts, hoists, cleaning equipment, etc. 2 Examples of FF&E include benches, trash receptacles, bike racks, etc. 3 Excludes signage or wayfinding related to or for private uses.

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Other construction elements unique to MGW and allocated 100% to the cost of MGW include but are not limited to:
• Wall finishes
• Ceiling finishes
• Lighting
• Signage & wayfinding
The following table provides further guidance on allocation of construction costs.

Hard Cost Shared/Not
Shared
Allocation
(%)
Excavation Shared volume of MGW / total excavated area
Shoring @ west boundary of MGW Shared length of shoring at MGW / total length of shoring
Mat Slab Shared area (sf) of MGW/total mat slab area
Waterproofing Shared area (sf) of MGW/total mat slab area Roadway Improvements Not shared 100%
Wall & Ceiling Finishes Not shared 100%
Electrical4
Roadway Lighting Not shared 100%
Circuitry Shared % of total design load
Service Panels Shared % of total design load
Mechanical5
Exhaust Not shared 100%
Fans & Equipment Shared % of total design load
Fire Sprinkler & Life Safety
Roadway FS & LS Not shared 100%
Distribution Shared % of total design load
Pumps & Equipment6 Shared % of total design load
Building Maintenance Equipment Shared % of total usage
4 Allocation based on design load (amperage) for MGW versus total service capacity. 5 Allocation based on design load (cfm) for MGW versus total equipment capacity. 6 Allocation based on design load (gpm) for MGW versus total equipment capacity.

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4933-9424-6742v5/022362-0005
FF&E Not shared 100%
Signage & Wayfinding Not shared 100%
The above is intended solely for illustrative purposes and should not be construed as all inclusive of the costs to be included in the calculation of allowable reimbursable costs.

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4933-9424-6742v5/022362-0005
Publicly Accessible Botanical Gardens
The One Beverly Hills gardens are designated as (1) publicly accessible botanical gardens, (2) private use areas within the publicly accessible botanical gardens7 , and (3) reserved gardens.

Reimbursable costs include but are not limited to the following construction elements:
• Structural slab, columns and foundations
• Site concrete & stone including stem and/or retaining walls, etc. • Waterproofing and seismic/expansion joints
• Geofoam and soil
• Landscaping
• Unit paving and pathways
• Furniture, fixtures & misc. equipment
• Misc. metals (e.g., handrails)
• Electrical, lighting and low voltage systems
• Irrigation systems
• Maintenance Equipment & Systems
• Signage & Wayfinding
• Security Systems
Determination of the reimbursable cost of the publicly accessible botanical gardens follows a methodology like that used for Merv Griffin Way. Construction elements that serve more than the gardens are allocated accordingly. Likewise, construction elements that are shared between the three (3) garden uses are also allocated accordingly.
7 Private Use areas are depicted in the graphic below, are separate and distinct from the publicly accessible botanical gardens and are not subject to the operating regulations of the publicly accessible botanical gardens. As such, costs specific to the Private Use areas are not a reimbursable CFD expense.

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For example, construction of the gardens is dependent on the underlying “podium” or “elevated slab” as well as the underlying structure supporting the podium. The underlying structure is allocated between the podium and the parking structure, while the podium is allocated between the publicly accessible botanical gardens, the private uses area, and the reserved gardens.

The following table provides further guidance on allocation of construction costs.

Hard Cost Shared/Not
Shared
Allocation
(%)
Excavation Shared publicly accessible garden sf
/ total slab sf
Shoring Shared publicly accessible garden sf
/ total slab sf
Mat Slab Shared publicly accessible garden sf
/ total slab sf
Waterproofing & Seismic Joints Shared publicly accessible garden sf D-1
4933-9424-6742v5/022362-0005
/ total podium sf
Geofoam & Soil Shared publicly accessible garden sf
/ total landscape area sf
Landscaping Shared publicly accessible garden sf
/ total landscape area sf
Unit Paving & Pathways Not Shared 100% of cost in public areas FF&E Not shared 100% of cost in public areas
Misc. metals (e.g., handrails) Not shared 100% of cost in public areas Electrical8
Lighting and low voltage systems Not shared 100% of cost in public areas Circuitry Shared % of total design load
Service Panels Shared % of total design load
Irrigation systems Not shared 100% of cost in public areas Maintenance Equipment & Systems Not shared 100% of cost in public areas Signage & Wayfinding Not shared 100% of cost in public areas Security Not Shared 100% of cost in public areas
The above is intended solely for illustrative purposes and should not be construed as all-inclusive of the costs to be included in the calculation of allowable reimbursable costs. Costs specific to the Public Use Areas are not reimbursable CFD expenses.

Soft Costs
Preliminary soft cost estimates were calculated as a percentage of hard costs. Actual reimbursable soft costs will be based on contract invoicing and fully or partially allocated in the same manner and percentages as hard costs. Soft costs include but are not limited to:
• Design and Engineering fees
• Consultants
• Mockups
• Permits & Fees
• Testing & Inspection
• Construction Management
• Taxes, Insurance and other costs
8 Allocation based on design load (amperage) for MGW versus total service capacity.

Attachment 9
City Facilities Funding Agreement

Latham Draft 8/10
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CITY OF BEVERLY HILLS
COMMUNITY FACILITIES DISTRICT NO. 2025-1

OF THE CITY OF BEVERLY HILLS (ONE BEVERLY HILLS)

BH LUXURY RESIDENCES LLC AND OWR HOTEL OWNER LLC

CITY FACILITIES FUNDING AGREEMENT
DATED AUGUST 19, 2025
1 US-DOCS\162125925.1 061587-0043
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CITY OF BEVERLY HILLS
COMMUNITY FACILITIES DISTRICT NO. 2025-1

OF THE CITY OF BEVERLY HILLS (ONE BEVERLY HILLS)

BH LUXURY RESIDENCES LLC AND OWR HOTEL OWNER LLC

CITY FACILITIES FUNDING AGREEMENT
THIS CITY FACILITIES FUNDING AGREEMENT (the “Agreement”) is dated as of August 19, 2025, by and among the CITY OF BEVERLY HILLS, a political subdivision of the State of California (the “City”), COMMUNITY FACILITIES DISTRICT NO. 2025-1 OF THE CITY OF BEVERLY HILLS (ONE BEVERLY HILLS) (the “District”), BH LUXURY RESIDENCES LLC AND OWR HOTEL OWNER LLC, each a Delaware limited liability company (collectively, the “Owners”).

R E C I T A L S:

A. In connection with the development of a certain commercial and residential project by the Owners (herein, the “Project”), on August 19, 2025 the City Council of the City of Beverly Hills (the “City Council”) formed and established the District and designated Improvement Area No. 1 and Improvement Area No. 2 therein (each an “Improvement Area” and together the “Improvement Areas”) pursuant to the provisions of the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5 (commencing with Section 53311) of Part 1 of Division 2 of Title 5 of the California Government Code (the “Act”). The parties hereto acknowledge that the District has been established as a legally constituted governmental entity pursuant to the Act. The land included within the District is described on the map recorded on July 25, 2025 in the Book of Maps of Assessment and Community Facilities Districts in the Los Angeles County Recorder’s Office in Book No. 197 Page No. 12 as Instrument No. 20250502872.
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B. The purpose of the District is to provide for financing of “Facilities,” as described in the Resolution of Formation adopted on August 19th and which are defined to mean all or a portion of the costs of the purchase, construction, modification, expansion, improvement or rehabilitation of facilities or real or tangible property permitted under the Act. The Facilities may be financed by the issuance of one or more series of bonds (referred to herein as “Bonds”) on behalf of the Improvement Areas or directly from special taxes collected on behalf of the Improvement Areas (the “Special Taxes”).

C. The purpose of this Agreement is to address the use of Special Taxes and certain proceeds from the proposed issuance of one or more series of Bonds of the District on behalf of the Improvement Areas and any prepayment of Special Taxes submitted by a landowner pursuant to the terms of the rate and method of apportionment of special taxes for each Improvement Area (each an “RMA” and collectively, the “RMAs”).

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereto agree as follows:

AGREEMENT
Section 1. Recitals. Each of the above recitals is incorporated herein and is true and correct.

Section 2. Sale of District Bonds and Related Agreements of Owners. (a) Sale of District Bonds. From time to time following the receipt of Owners’ written request and a deposit for non-contingent costs, the District shall commence all necessary proceedings under the Act for the issuance, sale and delivery of one or more series of Bonds. The City Council will authorize the sale of each series of Bonds in accordance with the terms and conditions of a resolution of issuance and a fiscal agent agreement, indenture of trust or other agreement providing for, among other matters, the issuance of each series of Bonds and the establishment of an Acquisition and Construction Fund (with subaccounts therein), as it may be amended or supplemented from time 3 US-DOCS\162125925.1 061587-0043
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to time (individually a “Bond Indenture” or, collectively, the “Bond Indentures”), by and between the District and the trustee named therein. The amount and timing of the sale of each series of Bonds shall be in all respects subject to the sole discretion and approval of the District. Nothing contained herein shall be construed as requiring the District to issue Bonds or to levy any special tax in accordance with the Act (except as expressly provided herein or in the Acquisition Agreement (defined below).
(b) CFD Sources. On behalf of each Improvement Area, the District shall be authorized to finance any of the Facilities regardless of geographic location of the Facilities from all of the following sources (herein, the “CFD Sources”): (i) proceeds of Bonds; and (ii) any Special Taxes, including any prepayments of Special Taxes collected for the financing of facilities under the RMA for each Improvement Area.

Section 3. Deposit and Use of CFD Sources.
(a) Application of Bond Proceeds for District Formation Costs, Costs of Issuance and Reserve Account. The proceeds of each series of Bonds will be applied first to pay any costs of forming the District (including the reimbursement of the Owners for any costs advanced), issuing such series of Bonds and funding the Reserve Account established under the applicable Bond Indenture. (b) $10,000,000 Deposit to City Only Facilities Account. Proceeds from the sale of each series of Bonds remaining after funding the items described in (a) above shall be deposited in the “City Only Facilities Account” of the Acquisition and Construction Fund established in the applicable Bond Indenture until an aggregate amount of $10,000,000 has been deposited in such accounts. Amounts deposited in the City Only Facilities Account shall be available only to the City and not to the Owners, and shall only be used by the City for any lawful capital expenditure permitted under the Act. Interest earnings realized on amounts in the City Only Facilities Account will remain in such Account until disbursed or transferred in accordance with the Acquisition Agreement. 4 US-DOCS\162125925.1 061587-0043
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(c) Application of Bond Proceeds for Facilities. All proceeds of each series of Bonds remaining after the funding of the items described in (a) and (b) above shall be deposited in the Acquisition and Construction Fund, any subaccounts established pursuant to the applicable Bond Indenture (other than the City Only Facilities Account and shall be applied, from time to time, to finance the construction and acquisition of the Facilities (and Discrete Components thereof, as defined in the Acquisition Agreement (defined below)) in accordance with the Acquisition Funding and Disclosure Agreement to be entered into by and among the City, the District and the Owners (the “Acquisition Agreement”).
(d) Prepayments. To the extent authorized under the RMAs, any prepayments of Special Tax obligations with respect to such Improvement Area which are allocated to Remaining Facilities Costs (as defined in the applicable RMA) before the issuance of the first series of Bonds for such Improvement Area shall be placed in a special fund to be held by the City (the “Prepayment Fund”), separate and apart from the proceeds of the Bonds and shall be transferred to the City Only Facilities Account to be applied as a credit to the $10,000,000 in Bond proceeds required to be deposited to the City Only Facilities Account in accordance with this Agreement and the Acquisition Agreement and be available only to the City, and not to the Owners, for any lawful capital expenditure permitted under the Act.

Section 4. Notices. Any notice, payment or instrument required or permitted by this Agreement to be given or delivered to any party shall be deemed to have been received when personally delivered, the next business day following deposit with a nationally recognized overnight carrier (e.g., FedEx or UPS), or seventy-two (72) hours following deposit of the same in any United States Post Office in California, registered or certified, postage prepaid, addressed as follows:

Owners: BH LUXURY RESIDENCES LLC, a Delaware limited liability company
Attention:
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Cain Development LP
1840 Century Park East, Suite 1400
Los Angeles, CA 90067
Attention: Larry Green
OWR HOTEL OWNER LLC, a Delaware limited liability company Attention:

Cain Development LP
1840 Century Park East, Suite 1400
Los Angeles, CA 90067
Attention: Larry Green
With a copy to:

Cain International LP
767 Fifth Avenue, 17th Floor
New York, NY 10153
Attention: Matthew Tarasoff
Latham & Watkins LLP
10250 Constellation Boulevard, Suite 1100
Los Angeles, CA 90067
Attention: George Mihlsten
City or City of Beverly Hills
District: 455 North Rexford Drive
Beverly Hills, CA 90210
Attn: City Manager
Telephone: _______
Email: _______
With a copy to: City of Beverly Hills
455 North Rexford Drive
Beverly Hills, CA 90210
Attn: City Attorney
Telephone: _______
Email: _______
Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party.
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Section 5. Severability. If any part of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest extent reasonably possible.

Section 6. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. This Agreement may be assigned in conjunction with any assignment of the Acquisition Agreement as permitted pursuant to the terms thereof.

Section 7. Governing Law. This Agreement and any dispute arising hereunder shall be governed by and interpreted in accordance with the laws of the State of California.

Section 8. Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by another party, or the failure by a party to exercise its rights upon the default of another party, shall not constitute a waiver of such party’s right to insist and demand strict compliance by such other party with the terms of this Agreement thereafter.

Section 9. Singular and Plural; Gender. As used herein, the singular of any word includes the plural, and terms in the masculine gender shall include the feminine.

Section 10. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.

Section 11. Entire Agreement; Amendment. This Agreement and the agreements expressly referred to herein contains all of the agreements of the parties hereto with respect to the matters contained herein and no prior or contemporaneous agreement or understandings, oral or written, pertaining to any such matters shall be effective for any purpose. No provision of this Agreement may be modified, waived, amended or added to except by a writing signed by each party hereto.

Section 12. Construction of Agreement. This Agreement has been reviewed by legal counsel for the City, the District, and the Owners and shall be deemed for all purposes to have been 7 US-DOCS\162125925.1 061587-0043
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jointly drafted by such parties. No presumption or rule that ambiguities shall be construed against the drafting party shall apply to the interpretation or enforcement of this Agreement. The language in all parts of this Agreement, in all cases, shall be construed as a whole and in accordance with its fair meaning and not strictly for or against any party and consistent with the provisions hereof, in order to achieve the objectives of the parties hereunder. The captions of the sections and subsections of this Agreement are for convenience only and shall not be considered or referred to in resolving questions of construction.

Section 13. Authority of Signatories. Each signatory and party hereto hereby represents and warrants to the other parties that it has legal authority and capacity and direction from its principal to enter into this Agreement, and that all resolutions and/or other actions have been taken so as to enable such party to enter into this Agreement.

Section 14. No Third Party Beneficiaries. Other than the parties hereto, there exist no third party beneficiaries to the terms of this Agreement
Section 15. Indemnification and Hold Harmless. The Owners hereby assume the defense of, and indemnifies and save harmless the City, the District and each of their respective elected officials, officers, directors, employees and agents (each, an “Indemnified Party”), from and against all actions, damages, claims, losses or expenses of every type and description to which they may be subjected or put, by reason of, or resulting from, or arising out of (i) the execution and delivery of this Agreement; (ii) a failure of the Owners to provide notice of the special tax to be levied by the District, (iii) any alleged misstatements of fact or alleged omission of a material fact made by the Owners, their officers, directors, employees or agents to the City, the District, the District’s underwriter and its counsel, appraiser, special tax consultant, market absorption consultant or bond and disclosure counsel regarding the Owners, their proposed developments, their property ownership and their contractual arrangements contained in any official statement relating to each series of Bonds. Nothing in this 8 US-DOCS\162125925.1 061587-0043
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Section shall be understood or construed to mean that the Owners agree to indemnify an Indemnified Party for any negligent or wrongful acts or omissions to act of the Indemnified Party or any of their respective officers, directors, employees or agents.

Section 16. Term. This Agreement shall be effective from August 19, 2025 through the execution and delivery of the Acquisition Agreement, unless terminated prior to such date in a writtern agreement signed by the parties hereto. Upon the effective date of the Acquisition Agreement, this Agreement shall automatically terminate and be of no further force and effect.

Section 17. Electronic Signatures. This Agreement may be executed simultaneously or in any number of counterparts, including both counterparts that are executed manually on paper and counterparts that are in the form of electronic records and are executed electronically, whether digital or encrypted, each of which shall be deemed an original and together shall constitute one and the same instrument.

The parties hereby agree to regard facsimile/electronic representations of original signatures of authorized officers of each party, when appearing in appropriate places on this Agreement and on any addenda or amendments thereto, delivered or sent via facsimile or electronic mail or other electronic means, as legally sufficient evidence that such original signatures have been affixed to this Agreement and any addenda or amendments thereto such that the parties need not follow up facsimile/electronic transmissions of such documents with subsequent (non-facsimile/electronic) transmission of “original” versions of such documents.

Further, the parties: (i) agree that an electronic signature of any party may be used to authenticate this Agreement or any addenda or amendment thereto, and if used, will have the same force and effect as a manual signature; (ii) acknowledge that if an electronic signature is used, the other party will rely on such signature as binding the party using such signature, and (iii) hereby waive any defenses to the enforcement of the terms of this agreement based on the foregoing forms of signature. 9 US-DOCS\162125925.1 061587-0043
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[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first set forth above.

CITY OF BEVERLY HILLS
By:

City Manager
COMMUNITY FACILITIES DISTRICT NO. 2025-1

OF THE CITY OF BEVERLY HILLS (ONE

BEVERLY HILLS)
By:

City Manager
APPROVED AS TO FORM:

LAURENCE WIENER
City Attorney
By:

S-2
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[insert signature blocks] a Delaware limited liability
company
By: _____________________________
Name: ___________________________
Title: ____________________________
Attachment 10
Public Correspondence
From: ka ren kay >
Sent: Sunday, July 27, 2025 9:25:49 AM
Subject: One Beverly Hills Project
........ -... -- -, this message don't often get email from . I earn why this is important
~ AUTION: EXTERNAL SENDER ,
Dear Mayor, Vice Mayor and Councilmembers,
I am writing to you to express my concern about the One Beverly Hills Project at 9900 Wilshire Boulevard.

My husband and I are concerned about the way in which the City has seemingly proceeded w ithout proper consultation from the residents of Beverly Hills. The opaque manner in which the City has chosen raises great concerns. I, and my husband, are worried about risks the City may be assuming. Your failure to explain to the public the nature of the City's involvement can only serve to raise concern. If there is nothing to hide, why not disclose it fully? You must know, of course, that there is no such thing as "no risk." Therefore, full and proper disclosure before reaching a final decision is a necessity.

The process by which the mayor, vice mayor and councilmembers reach a decision is just as important as the final decision itself. We do not believe this process has been adequately divulged.

You are accountable to the citizens of Beverly Hills. You need to explain how this benefits our City, how you have reached your decision, and what the ramifications are. "Free" is never "free" in politics or real estate.

Sincerely,
Karen Kay
Karen Kay, Psy.D., Ph.D.
■ North Canon Drive
Beverly Hills, CA 90210
Jeffrey Auerbach
North Maple Drive #
Beverly Hills, CA 90212
July 27, 2025
The Honorable Mayor and City Council Members
City of Beverly Hills
455 North Rexford Drive
Beverly Hills, CA 90210
Subject: Urgent Concerns Regarding Proposed $550 Million Bond Issuance to Oasis BH, LLC for One Beverly Hills (OBH) Project
Dear Mayor and City Council Members,
I am writing to express my profound concern and strong opposition to the City of Beverly Hills seriously considering the issuance of bonds not to exceed $550 million to Oasis BH, LLC, the private real estate developer and owner of the One Beverly Hills (OBH) project at 9900 Wilshire Blvd. I have been a dedicated resident of Beverly Hills for over 27 years, and my son attended El Rodeo School, directly across the street from the OBH development site, for nine years from kindergarten through eighth grade.

I have watched this site, and the various iterations of this project, for decades.

Let me state unequivocally that I have long been a supporter of the One Beverly Hills development. I understand the city's long-standing frustrations with the many changes in ownership, developers, and the starts and stops that have plagued this significant site. I share in the collective enthusiasm for its eventual completion and the positive impact it could have on our city. My desire is for the city's contribution and assistance to be smart, fair, and above all, ethical.

However, the prospect of our city contributing and issuing bonds in the staggering amount of up to $550 million to a private developer to merely reduce its financing costs and burden strikes me as highly reckless, inappropriate, suspect, and quite possibly illegal.
of 1 3
■ •
The City Council is being asked to facilitate a bond issuance not to exceed $550 million for a private developer's infrastructure, a sum that is more than twice the City’s entire annual operating budget for fiscal year 2025-26. While the developer proposes that the repayment of these bonds would be passed on directly to future condominium owners via special property assessments, this extraordinary financial accommodation, despite claims of 'no risk' to the City, carries significant latent dangers for all Beverly Hills residents and taxpayers. These include potential reputational damage to the City, risks to its credit rating, exposure to costly litigation in the event of defaults, developer bankruptcy, or financial restructurings, and the concerning precedent of using municipal power to effectively underwrite a private project with substantial indirect costs to our community.

As a former Vice President of the Philadelphia Eagles, I was deeply involved in the initial development of the team’s new football stadium and training facility with the City of Philadelphia. I understand, firsthand, the concept of "public use" in the context of large-scale development. A football stadium, like the one I helped develop, serves a clear and undeniable public purpose: it is a facility where tens of thousands of people gather, generating significant public engagement, tax revenue from events, and broad community benefit through shared experiences.

The proposed bond issuance for One Beverly Hills, as currently described, fails dramatically to meet any recognizable "public purpose" or "public good" that would justify such an immense public commitment. My understanding of legitimate public benefits for municipal bond financing, as outlined by established legal and financial principles, includes:
• Affordable Housing: If a significant portion of the OBH project were dedicated to addressing our city's dire need for affordable housing, there would be a clear public benefit. However, this is not the primary purpose of these luxury condominiums.
• Essential Public Infrastructure: Bonds are appropriately used for critical infrastructure that benefits the entire community, such as roads, water and sewer systems, public parks, or schools. While the OBH project may have some associated infrastructure, it is highly unlikely to justify a $550 million bond issuance.
• Genuine Economic Development and Job Creation: While construction jobs are created, the long-term economic benefit to the broader public, beyond the of 2 3
sale of high-end condominiums, is not clearly defined in a way that warrants this level of direct financial aid to a private entity. The primary "public good" seems to terminate at the resident's purchase of a private condominium.

In its current form, this proposed bond issuance appears to be a direct subsidy to a private, for-profit venture, shifting the financial risk and burden from the developer, Oasis BH, LLC, onto the taxpayers of Beverly Hills. This is a dangerous precedent and a misuse of our city's financial standing.

Alternatively, if the city's intention is genuinely to assist in the completion of this longgestating development project and ensure its success, I would be in favor if any issued bond were structured as a 100% loan to Oasis BH, LLC, to be repaid to the city over a clearly defined number of years, with appropriate interest and penalties for default. This approach would demonstrate a responsible use of public resources, ensuring a return to the city while still facilitating the project's progress.

Please know I completely admire and support our City Council and the tremendous job you all do in running our beautiful community. While I normally would not interject my concerns in such a direct manner, I hope you understand the spirit in which I have expressed them. My deep commitment to Beverly Hills compels me to speak out on an issue of this magnitude.

Thank you for your time and consideration of these critical concerns. I would welcome the opportunity to discuss this matter further if you have any questions or require additional information.

Sincerely,
Jeffrey Auerbach
Concerned Resident of Beverly Hills
JA/
of 3 3
From: Helene Harris >
Sent: Thursday, July 31, 2025 11:41 AM
Subject: One Beverly Hills "Big Beautiful Bond"
~~~~;ften get email from carrothaccis@iclopd com I earn why this ~ CAUTION: EXTERNAL

SENDERA
Be cautious when clicking links or opening attachments. Veri~ the sender's email address and be on the lookout for phishing 7attempts.

Good morning all.

Please read the following into the public comment
portion of the City Council meeting on August 5th:

August 19th agenda item: two words: Final approval? A
$550,000,000 bond issuance by our City to help a
developer? How is this even possible? Huge thank you
to Peter Ostroff, for his Weekly Short Takes article or we, the residents of Beverly Hills, might not have heard about this until after the fact.

And thank you, Jeffrey Auerbach, for last week's Letter to the Editor. I totally agreed with his thoughtful argument until the end when he offered the suggestion of a
loan. The City of Beverly Hills is not a financial
institution, nor is it the City's responsibility. Why
wouldn't every developer ask for it in the future? Or a business needing a cash infusion? Hell, I’m thinking
about buying a new car…
That project is no more ambitious today than it was all those years ago when Oasis LLC desperately lobbied the
community in a referendum, complete with an army of
lobbyists, catered meetings and Tiffany party favors. The developer, the architect, and the financiers all knew the project needed infrastructure. Shucks, even I knew it
needed infrastructure, and I’m just someone who enjoys
the luxury of electricity and water running through my
house.

So what’s changed? Well, when I attended an earlier
OBH iteration’s dog and pony show, they were expecting
that the 6 and 7 bedroom condos they were building
would attract wealthy foreigners, oligarchs, and such,
and be used as a pied-â-terre, allegedly not impacting
traffic and, wait for it, infrastructure.

Another
difference? Time has not been kind to this project.

Construction costs have probably sky rocketed, with
supply tariffs and unforeseen labor costs.

I do not see any upside for the residents in providing this bond. If there were an upside, we would have heard
about it.

So please, explain to me how this bond serves the
residents?
Helene Hartris
The City keeps a copy of all E-mails sent and
received for a minimum of 2 years. All
retained E-mails will be treated as a Public
Record per the California Public Records Act,
and may be subject to disclosure pursuant to
the terms, and subject to the exemptions, of
that Act.

The City keeps a copy of all E-mails sent and received
for a minimum of 2 years. All retained E-mails will be
treated as a Public Record per the California Public
Records Act, and may be subject to disclosure pursuant
to the terms, and subject to the exemptions, of that
Act.
355 South Grand Avenue, Suite 100
Los Angeles, California 90071-1560
Tel: +1.213.485.1234 Fax: +1.213.891.8763
www.lw.com

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August 4, 2025
Members of City Council
City of Beverly Hills
455 N Rexford
Drive
Beverly Hills, CA 90210
Re: Community Facilities District No. 2025-1 of the City of Beverly Hills (One Beverly Hills) Honorable Mayor, Vice-Mayor and Councilmembers:

It has come to our attention that a question has been raised whether the City will incur any financial liability as a result of forming Community Facilities District No. 2025-1 of the City of Beverly Hills (One Beverly Hills) (“CFD”) and/or issuing special tax bonds for or on behalf of the CFD. It is important to understand, your counsels (City Attorney and Stradling, Yocca, Carlson and Rauth) have advised and will more fully advise you on these matters. We are not counsel to the City, and you should, of course, rely on your counsels’ advice. However, we agree with your counsel that any special tax bonds issued by or on behalf of the CFD are not issued and sold as a City obligation or based on the City’s credit.

Rather, special tax bonds issued for or on behalf of the CFD are payable only from special taxes secured by a property tax lien imposed on the properties within the limited district boundaries of the One Beverly Hills project area. As explained more fully below, we agree with the City’s Bond Counsel, Brian Forbath of Stradling, Yocca, Carlson and Rauth, that, if as a result of the failure by property owners within the CFD to pay the special taxes and the Bonds of the CFD go into default, the City is not financially liable for the Bonds.

By way of background, the Mello-Roos Community Facilities Act of 1982 has been used for decades all over the State as a method of financing public capital facilities and services. The Mello-Roos Act enables taxpayers in the proposed boundaries of a district to form a community facilities district encumbering their land (and only the land within the district) and approve a special tax to be levied solely on taxable property within such district as a means to finance various public infrastructure and services permitted to be financed pursuant to the Act. No other properties in the City are impacted by the special tax lien, only the properties in the boundaries of the district (the One Beverly Hills project).

There are currently over 1,000 community facility districts in existence in the State with many billions of dollars in outstanding bonds. Communities such as Irvine, San Clemente, Los Angles, Long Beach, Carlsbad and many others have formed community facilities districts and issued bonds in connection with such districts.

LATHAM&WATKI NSLLP
August 4, 2025