Item E-3 — Beverly Hills City Council, March 4, 2026

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AGENDA REPORT
Meeting Date: March 4, 2026
Item Number:

To: Honorable Mayor & City Council
From: Logan Phillippo, Real Property Development Manager Jessica Garcia, Management Analyst
Subject: RESOLUTION OF THE COUNCIL OF THE CITY OF BEVERLY HILLS APPROVING: (1) A PURCHASE AND SALE AGREEMENT, JOINT

ESCROW INSTRUCTIONS, AND RELEASE, IN SUBSTANTIVE

FORM, BY AND AMONG THE CITY OF BEVERLY HILLS, CENTURY

BEVERLY HILLS, LLC, AND GRL PARTNERSHIP, CONCERNING
REAL PROPERTY LOCATED AT 401 SOUTH ROBERTSON
BOULEVARD IN BEVERLY HILLS, (2) A RELEASE AGREEMENT, IN

SUBSTANTIVE FORM, BY AND AMONG, AFSHIN ETEBAR, THE

CITY OF BEVERLY HILLS, CENTURY BEVERLY HILLS, LLC, A

CALIFORNIA LIMITED LIABILITY COMPANY, AND GRL
PARTNERSHIP, A CALIFORNIA LIMITED PARTNERSHIP, AND (3)

AN APPROPRIATION FROM THE GENERAL FUND IN THE
AMOUNT OF $5,925,000, WHICH INCLUDES $75,000 FOR

ESCROW FEES AND DUE DILIGENCE ACTIVITIES

RECOMMENDATION
Staff recommends City Council approve a Resolution of the Council of the City of Beverly Hills, as described in this report (the “Resolution”). The Resolution authorizes:

1. Approval of a Purchase and Sale Agreement, Joint Escrow Instructions, and Release (the “PSA”), in substantive Form, by and between the City of Beverly Hills (“City” or “Buyer”), Century Beverly Hills, LLC (“Seller”), and GRL Partnership, concerning real property located at 401 South Robertson Boulevard in Beverly Hills (the “Property”);

2. Approval of a Release Agreement, in substantive form, and among Afshin Etebar (“Former Prospective Buyer”), City, Seller, and GRL Partnership (the “Release Agreement”); and

3. Approval of an appropriation from General Fund in the amount of $5,925,000, which includes $75,000 for escrow fees and due diligence activities.

Attachment: 1. Resolution
Meeting Date: March 4, 2026

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INTRODUCTION
The City has negotiated the acquisition of real property located at 401 South Robertson Boulevard (the “Property”). The purchase price is $5,850,000, and Staff estimates an additional $75,000 is necessary for various escrow fees and due diligence activities such as surveys and environmental site assessments.

By approving the Resolution, included as Attachment 1, City Council will:

1. Approve the PSA and the Release Agreement, each in substantive form as included in the Resolution, authorizing the City Manager to sign both documents and any related documents on behalf of the City;

2. Find the acquisition advances goals and objectives of the General Plan and is in conformity with the General Plan;

3. Find that acquisition is exempt from the California Environmental Quality Act (CEQA); and

4. Approve an appropriation from the General Fund in the amount of $5,925,000.

DISCUSSION
The City has taken and continues to take steps to acquire properties in key areas of Beverly Hills to facilitate the development of affordable housing units as set forth in the Housing Element of the City’s General Plan, which has been discussed extensively at several public meetings. While there are no specific development plans at this time, the subject Property is a strategic acquisition opportunity due to its location, size, and proximity to transit. The site may be suitable for future affordable housing, mixed-use development and/or other public uses, subject to further analysis, feasibility studies, and future City Council direction. The map below identifies the Property’s location.

Map of 401 South Robertson
401 South Robertson 327-335 South Robertson
La Cienega Park/Tennis Center City Limits
Meeting Date: March 4, 2026

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The subject Property is located at 401 South Robertson, at the southwest corner of the Olympic Boulevard and Robertson Boulevard intersection. It is situated in the Mixed-Use Overlay Zone, with an underlying C-3 Commercial Zone designation.

Purchase and Sale Agreement
The PSA includes the following key terms:
 Purchase Price: A purchase price in the amount of $5,850,000;  Deposit: A deposit of $175,500 (three percent of the purchase price), to be deposited into an escrow account within five business days after the effective date of the PSA;
 Escrow Fees: Escrow shall be opened within five days of effective date of the agreement. The City and Seller shall split escrow fees;  Brokerage Fees: Seller shall pay all brokerage fees to Seller’s broker. The City does not have a Buyer’s broker in connection with this acquisition and the City will not pay any brokerage fees;
 Title Policy and Fees: Seller shall pay the premium for a standard title insurance policy and the City shall pay the expenses necessary to obtain any extended coverage; and
 Contingency Period: A Buyer contingency period of 85 days to perform due diligence. If the City determines that any conditions of the Property are not acceptable as a result of due diligence review and physical inspections (i.e. hazardous substance inspections, soil inspection, conditions of title, surveys, etc.), then the City may terminate the PSA by written notice prior to the end of the contingency period and the deposit will be returned to the City.  Release: By entering into the Agreement, Seller will release the City from any claim by reason of or in connection with Former Prospective Buyer’s prospective purchase of the Property from Seller’s affiliate.
 City Manager Authority: The Resolution additionally authorizes the City Manager to sign the PSA on behalf of the City, enter into non-substantive amendments including amendments extending the Buyer due diligence period, and to sign all related documents necessary to effectuate the transaction.

Release Agreement
On May 19, 2025, an affiliate of Seller entered into a separate purchase and sale agreement with another buyer, Afshin Etebar, (the “Former Prospective Buyer”) to sell the Property. The City subsequently entered into negotiations with the Former Prospective Buyer to acquire the Property from Former Prospective Buyer. Former Prospective Buyer and Seller did not close escrow under that May 19, 2025, purchase and sale agreement, and Seller exercised its right to terminate while retaining the full amount of Former Prospective Buyer’s deposit. Seller is expected to agree to return Former Prospective Buyer’s deposit pursuant to a separate agreement between Seller and Former Prospective Buyer (the City is not party to that agreement). To facilitate the purchase of the Property by City, Former Prospective Buyer has agreed to release all claims it may have against the City in connection with the Property prior to the City completing its purchase of the Property under the proposed PSA.

Pursuant to the terms of the release, Former Prospective Buyer fully and irrevocably would release, waive, acquit and discharge the City, and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns, and contractors from all claims, whether known or unknown, existing or potential, suspected or unsuspected, or Meeting Date: March 4, 2026

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that may after the date of the Release Agreement be sustained, that Former Prospective Buyer may have or assert, or may after the date of the Release Agreement have or assert, under, by reason of or in connection with Former Prospective Buyer’s prospective purchase of the Property.

Concurrently with the close of escrow on the Property, if escrow closes, and if City receives signed reliance letters from each consultant described below, then City would reimburse Former Prospective Buyer in an amount not to exceed $46,500 for Former Prospective Buyer’s documented out-of-pocket expenses related to (i) a written Phase I Environmental Site Assessment report prepared by Stantec Consulting Services Inc., and (ii) a written Fault Rupture Hazard Investigation report and documentation prepared by Geocon West, Inc., the be rovided to City for City’s use in connection with City’s purchase of the Property.

The Resolution additionally authorizes the City Manager to sign the Release Agreement, in substantive form as presented in the Resolution, on behalf of the City.

General Plan Conformity Finding
Before the City can acquire any real property, the City’s designated planning agency must review the proposed transaction for conformity with the General Plan as set forth in California Government Code Section 65402 (a):
“If a general plan or part thereof has been adopted, no real property shall be acquired by dedication or otherwise for street, square, park or other public purposes, and no real property shall be disposed of, no street shall be vacated or abandoned, and no public building or structure shall be constructed or authorized, if the adopted general plan or part thereof applies thereto, until the location, purpose and extent of such acquisition or disposition, such street vacation or abandonment, or such public building or structure have been submitted to and reported upon by the planning agency as to conformity with said adopted general plan or part thereof…” The purpose of the general plan conformance review is to ensure that consideration is given to the policies and goals of a jurisdiction’s general plan when real estate is bought or sold by a government agency. This is meant as a safeguard to prevent jurisdictions from purchasing property that may be in a location, or have characteristics that make it a poor investment of public funds, or disposing of property that could be of future use to the jurisdiction.

Pursuant to Beverly Hills Municipal Code 10-1-102(I.), as amended by Ordinance 19-O2792, City Council is designated as the City’s planning agency as set forth in State Planning and Zoning Law for the purposes of reviewing and considering the proposed transaction’s conformity with the General Plan.

The proposed acquisition of the Property advances the goals and policies of the General Plan as outlined in the table below.
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Meeting Date: March 4, 2026

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Relevant General Plan Policies
Policy LU 2.1 City Places: Neighborhoods, Districts, and Corridors.

Maintain and enhance the character, distribution, built form, scale, and aesthetic qualities of the City's distinctive residential neighborhoods, business districts, corridors, and open spaces.

Policy LU 2.7 City Gateways.

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

Policy LU 5.2 Infill and Replacement Housing.

Accommodate new and renovated housing within existing
neighborhoods that is consistent with contextual parcel sizes, densities, built form and scale.

Policy LU 9.3 Anchor Locations.

It is also recommended that certain anchor locations be set aside to permit development of a higher intensity type of development which is not otherwise provided in the community. These areas should be located so as to be accessible from the City's major shopping areas and close to the City's major streets. These anchor locations should include those large parcels that are located at the gateways to the City, such as the site at 9900 Wilshire Boulevard where additional building height is appropriate. A variety of land uses such as commercial, residential, and mixed use should be considered for the gateway locations. A change of use from commercial to residential or mixed use should be allowed only if such change provides an adequate transition to adjacent single family neighborhoods
Policy LU 9.5 Commercial/ Residential Mixed Uses.

The feasibility of allowing mixed commercial/residential uses should be analyzed in order to expand the variety of housing types available and in certain areas, to improve commercial/residential transitions
Policy LU 13.3 Compatibility of Public Buildings and Sites.

Ensure that City-owned buildings, sites, and infrastructure are designed to be compatible in scale, mass, character, architecture, and landscape with the district or neighborhood in which they are located.

Policy LU 16.10 Affordable Housing.

Support the development of affordable housing as required by state law.

Policy H 2.8 Transit-Oriented Housing.

Promote access, where feasible, from residential neighborhoods and new residential development to existing transit stops and to the anticipated subway stations.

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

Meeting Date: March 4, 2026

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

The acquisition of the Property is consistent with the City’s General Plan and does not impede the advancement of other General Plan goals and policies. For example, the property:
 Could be utilized to develop a 100% affordable housing project that is also possibly age-restricted to seniors (LU 5.2, LU 9.5f, LU 16.10, H 3.2);  In addition to affordable housing, could include ground-floor retail uses allowed in the Mixed-Use Overlay Zone that serves the surrounding neighborhood (LU 2.1, LU 9.3, LU 9.5)
 Due to its proximity to the City’s easterly limits at Robertson and southerly limits at Whitworth Drive, could include signage, landscaping or other design features indicating a key gateway into the City (LU 2.7); and
 Could be developed with transit-oriented housing and uses in mind given the Property’s location at the intersection of two key thoroughfares, both which have transit options such as Metro bus Line 28 along Olympic or Metro bus Line 17 along Robertson with stops just steps away from the Property (LU 13.3, LU H 2.8, LU CIR 2.1a).

California Environmental Quality Act Review
The acquisition, also referred to as a project for the purposes of environmental review, has been assessed in accordance with the authority and criteria contained in the California Environmental Quality Act (CEQA), the State CEQA Guidelines, and the environmental regulations of the City. The project appears to qualify for a categorical exemption pursuant to both Section 15061(b)(3) of the Guidelines (common sense exemption) as it can be "seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment" and Section 15301 of the Guidelines (existing facilities exemption) as there is no expansion of an existing or former use in connection with approval of the acquisition. There are no plans for changes of use of the properties at this time, and therefore it can be seen with certainty that the change in ownership will result in no significant effects on the environment. If in the future there are plans to undertake a project involving the properties, that future project will be subject to CEQA review and will be reviewed as appropriate.

FISCAL IMPACT
City Council approval of the Resolution would approve a PSA that could result in a onetime cost of $5,850,000 plus closing costs and other inspections during the due diligence period. Buyer escrow fees and due diligence costs are estimated to be $75,000. This $75,000 amount includes reimbursement of up to $46,500 to Former Prospective Buyer for certain site investigations previously performed by Former Prospective Buyer’s consultants. The reimbursement will be subject to the City obtaining the appropriate documentation, proof of costs, and reliance letters from the related consultants.

Approval of an appropriation in the amount of $5,925,000 from the General Fund is required to complete the proposed land acquisition. Specifically, public benefit Meeting Date: March 4, 2026

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contributions already earmarked by the Council are recommended to be used to fund the property purchase. No additional fiscal impacts are anticipated at this time.

On June 17, 2025, City Council approved the Fiscal Year 2025-26 Capital and Operating Budgets, which indicated potential financial challenges on the horizon, including forecasted deficits within the next five years. The forecasted General Fund operating surplus of $1.9 million was projected excluding one-time public benefit contributions. The chart below displays the adjusted forecasted General Fund results for Fiscal Year 2025- 26 incorporating both approved and proposed mid-year appropriations.

Jeff S. Muir
Director of Finance
Ryan Gohlich
Assistant City Manager
Finance Approval Approved By
1 RESOLUTION NO. 26-RRESOLUTION OF THE COUNCIL OF THE CITY OF BEVERLY HILLS APPROVING: (1) A PURCHASE AND SALE AGREEMENT, JOINT

ESCROW INSTRUCTIONS, AND RELEASE, IN SUBSTANTIVE FORM, BY

AND AMONG THE CITY OF BEVERLY HILLS, CENTURY BEVERLY

HILLS, LLC, AND GRL PARTNERSHIP, CONCERNING REAL PROPERTY LOCATED AT 401 SOUTH ROBERTSON BOULEVARD IN BEVERLY
HILLS, (2) A RELEASE AGREEMENT, IN SUBSTANTIVE FORM, BY AND

AMONG, AFSHIN ETEBAR, THE CITY OF BEVERLY HILLS, CENTURY

BEVERLY HILLS, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY,

AND GRL PARTNERSHIP, A CALIFORNIA LIMITED PARTNERSHIP, AND (3) AN APPROPRIATION FROM THE GENERAL FUND IN THE AMOUNT OF $5,925,000, WHICH INCLUDES $75,000 FOR ESCROW FEES AND DUE

DILIGENCE ACTIVITIES
The City Council of the City of Beverly Hills (“City”) does resolve as follows:

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

Section 2. The City Council hereby approves that certain “PURCHASE AND SALE AGREEMENT, JOINT ESCROW INSTRUCTIONS, AND RELEASE”, by and among the City of Beverly Hills, Century Beverly Hills, LLC, a California Limited Liability Company, and GRL Partnership, a California Limited Partnership, in connection Docusign Envelope ID: 4A7C34CD-1ABD-47AF-9C06-0DEBC7720547 2 with 401 South Robertson Boulevard in Beverly Hills (the “Purchase and Sale Agreement”), in substantially the form attached in Exhibit A, with such changes as the City Manager and Seller may mutually agree to that are approved by the City Attorney’s Office.

Section 3. The City Council hereby approves that certain “REALEASE AGREEMENT” by and among Afshin Etebar, the City of Beverly Hills, Century Beverly Hills, LLC, a California Limited Liability Company, and GRL Partnership, a California Limited Liability Partnership, in connection with 401 South Robertson Boulevard in Beverly Hills (the “Release Agreement”), in substantially the form attached in Exhibit B, with such changes as the City Manager and each party may mutually agree to that are approved by the City Attorney’s Office.

Section 4. The City Council hereby approves an appropriation from the City’s General Fund in the amount of Five Million Nine Hundred Twenty-Five Thousand Dollars ($5,925,000), which includes Seventy-Five Thousand Dollars ($75,000) for escrow fees and due diligence activities.

Section 5. This Resolution has been reviewed with respect to the applicability of the California Environmental Quality Act (Public Resources Code Section 21000 et seq.) ("CEQA"). Section 15061 (b)(3) of the CEQA Guidelines (common sense exemption) apply, as it can be "seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment".

Further, Section 15301 of the CEQA Guidelines (existing facilities exemption) applies, as there is no expansion of an existing or former use in connection with approval of the Docusign Envelope ID: 4A7C34CD-1ABD-47AF-9C06-0DEBC7720547 3 acquisition. The City Council hereby finds that acquisition of the property qualifies for exemption from the California Environmental Quality Act (CEQA) pursuant to Section 15061(b)(3) of the Guidelines (common sense exemption) because it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, and Section 15301 of the CEQA Guidelines (existing facilities exemption) applies, as there is no expansion of an existing or former use in connection with approval of the acquisition. There are no plans for changes of use of the properties at this time, and therefore it can be seen with certainty that the change in ownership will result in no significant effects on the environment. If in the future there are plans to undertake a project involving the property, that future project will be subject to CEQA review and will be reviewed as appropriate.

Section 6. The City Manager is authorized and directed to execute the Purchase and Sale Agreement and the Release Agreement.

Section 7. The City Manager or their designee shall administer the terms of the Purchase and Sale Agreement and Release Agreement on behalf of the City, and may enter into non-substantial amendments, including but not limited to extensions of the City’s due diligence contingency period and other similar agreements and documents as contemplated by or described in the Purchase and Sale Agreement or as necessary and convenient to effectuate the transaction contemplated therein.

Section 8. The City’s Real Property Development Manager shall furnish a copy of the Purchase and Sale Agreement and the Release Agreement after both have been approved and fully executed by the City, along with a copy of this resolution, to all parties in each agreement, or their respective counsel.

Docusign Envelope ID: 4A7C34CD-1ABD-47AF-9C06-0DEBC7720547 4 Section 9. The City Clerk is directed to file a Notice of Exemption pursuant to CEQA Guidelines Section 15062.

Section 10. The City Clerk shall certify the adoption of this resolution and shall cause this resolution and their certification to be entered in the Book of Resolutions of the City.

Adopted:

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

HUMA AHMED
City Clerk
APPROVED AS TO FORM: APPROVED AS TO CONTENT:
______________________________ _____________________________ LAURENCE S. WIENER NANCY HUNT-COFFEY
City Attorney City Manager
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PURCHASE AND SALE AGREEMENT, JOINT ESCROW INSTRUCTIONS

AND RELEASE
This PURCHASE AND SALE AGREEMENT, JOINT ESCROW INSTRUCTIONS AND RELEASE (the “Agreement”) is dated as of March 4, 2026 (the “Effective Date”) and is entered into by and among the CITY OF BEVERLY HILLS, a California municipal corporation (“Buyer”), CENTURY BEVERLY HILLS, LLC, a California Limited Liability Company (“Seller”), and GRL Partnership, a California Limited Partnership (“Releasing Party”).

RECITAL
A. Seller owns the land described on Exhibit “A” and all improvements thereon (the “Property”), having a street address of 401 S. Robertson Boulevard, Beverly Hills, California 90211.

B. Buyer desires to acquire the Property from Seller, and Seller desires to convey the Property to Buyer.

C. The City seeks to acquire the Property for public use, namely for future affordable housing, mixed-use development and/or other public uses.

D. Seller desires to release City from any claims that it may assert in connection with a past prospective purchase of the Property by Afshin Etebar, an individual (“Former Prospective Buyer”).

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

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

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

3. Purchase Price. The purchase price for the Property (“Purchase Price”) is FIVE MILLION EIGHT HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($5,850,000.00).

4. Deposit. Within five (5) business days following the opening of Escrow, Buyer Docusign Envelope ID: 4A7C34CD-1ABD-47AF-9C06-0DEBC7720547 -2-
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shall deliver funds, by check, wire transfer or other means, in the amount of ONE HUNDRED SEVENTY-FIVE THOUSAND FIVE HUNDRED AND NO/100 DOLLARS ($175,500.00), to the Escrow Holder to be deposited in an interest-bearing account and held as an earnest money deposit under the Escrow pursuant to the terms and provisions hereof (which earnest money deposit, together with the interest thereon, is herein called the “Deposit”). The Deposit shall be:
(i) applicable to the Purchase Price; (ii) refunded to Buyer if the Close of Escrow does not occur due to a failure of a condition to closing or if the Seller defaults; and (iii) retained by the Seller as liquidated damages in accordance with the following.

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

IF CLOSING FAILS TO OCCUR SOLELY BECAUSE OF BUYER’S UNCURED

DEFAULT, SELLER WILL BE DAMAGED AND WILL BE ENTITLED TO

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

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

TO AVOID THE COSTS AND LENGTHY DELAYS THAT WOULD RESULT IF

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

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

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

THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH

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

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

EVENT SHALL THIS SECTION LIMIT BUYER'S INDEMNITY OBLIGATIONS

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

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

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

BUYER’S INITIALS SELLER’S INITIALS
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5. Title.

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

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

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

5.2.2 Other exceptions to title disclosed by the Title Report (defined below) that have not been disapproved in writing by Buyer prior to the end of the Contingency Period (as defined in Section 6.1 below).

5.3 Seller Representations. Seller hereby represents and warrants to Buyer as of the date hereof (which representations and warranties shall survive the Close of Escrow, for a period of one (1) year (and upon which any lawsuit or action based upon them must be commenced within such time period), and which representations and warranties are being relied upon by Buyer in entering into this Agreement and purchasing the Property):
(i) No leases affect the Property.
(ii) Seller is not, and as of the Closing shall not be, a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended and any related regulations.
(iii) Neither Seller nor, after making due inquiry, any person or entity that owns, directly or indirectly, an equity interest in or otherwise controls Seller, nor any of its officers, directors or managers, is (i) a person or entity with whom U.S.

Persons are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the
Department of the Treasury (including those named on
OFAC’s Specially Designated and Blocked Persons List or any similar list) or under any statute, executive order (including Executive Order 13224 (the “Executive Order”) signed on September 24, 2001 and entitled “Blocking
Property and Prohibiting Transactions with Persons Who
Commit, Threaten to Commit, or Support Terrorism”), or
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other governmental action, (ii) currently subject to any U.S. sanctions administered by OFAC, or (iii) in violation of the International Money Laundering Abatement and Financial
Anti-Terrorism Act of 2001 or the regulations or orders promulgated thereunder (as amended from time to time,
the “Money Laundering Act”).
(iv) Seller has no actual knowledge (without investigation or inquiry) and has not received any notice from any
governmental entity, tenant or other person or entity, that hazardous materials are present on the Property or that the Property does not comply with applicable law.

5.4 Title Report, Review and Approval. Promptly following the Effective Date, Escrow Holder shall obtain a preliminary report from the Title Company, with hyperlinks to the underlying documents relating to the Schedule B exceptions set forth in such report (collectively, the “Title Report”), and shall deliver it (or cause the Title Company to deliver it) to Buyer by email to [email protected]. Buyer shall have until the end of the Contingency Period (defined in Section 6.1) to review and approve the Title Report and any ALTA survey (“Survey”) obtained by Buyer. Buyer shall notify Seller in writing on or before the end of the Contingency Period (defined in Section 6.1) of any disapproved matters in the Title Report and Survey, and if Seller indicates it will not remove them by Close of Escrow (or if they are not so removed), Buyer may terminate the Agreement by written notice to Seller and the Deposit will be returned to Buyer. Any matters not so disapproved shall be a part of the Permitted Exceptions; however, Buyer hereby objects to any and all monetary encumbrances that may appear in the Title Report (except for the lien for assessments, if any, not yet due, or monetary liens created by Buyer, or its agents, employees or consultants), and Seller shall be obligated to cause the removal of all such monetary obligations created during Seller’s ownership period at no cost to Buyer, and none of which shall be a Permitted Exception.

6. Suitability of Property and Property Documents.

6.1 Contingency Period. It is a condition precedent to the Close of Escrow for Buyer’s benefit that Buyer has determined, on or before the date that is eighty-five (85) days after the Effective Date (the “Contingency Period”) that the Property and documents in Seller’s possession relating to the physical condition of the Property and title to the Property (including any Survey, and all title exceptions) are acceptable to Buyer.

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

If Buyer determines that any such documents or the Property or title to the Property or the NHDS is not acceptable (collectively, “Buyer’s Contingencies”), then Buyer may terminate this Agreement by written notice to Seller (the “Termination Notice”) on or before the Docusign Envelope ID: 4A7C34CD-1ABD-47AF-9C06-0DEBC7720547 -5-
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end of the Contingency Period. In the event Buyer does not timely deliver the Termination Notice:
(1) Buyer shall be deemed to have waived Buyer’s Contingencies; and (2) the Deposit shall be non-refundable (except as expressly provided herein), and shall be applied to the Purchase Price at Closing.

6.2 Right of Entry; Inspections, Testing. Prior to the end of the Contingency Period, Buyer may conduct, at Buyer’s sole expense, such inspections and testing of the Property, including the improvements thereon, as Buyer may desire or deem appropriate, in Buyer’s sole and absolute discretion, to determine the suitability of the Property for Buyer’s intended uses.

Notwithstanding the foregoing or anything contained herein to the contrary, Buyer shall not conduct any invasive or destructive testing at the Property without the prior written consent of Seller which consent may be withheld in Seller’s absolute discretion; however: if Seller does not give such consent for any reason, Buyer may terminate this Agreement by written notice to Seller given prior to the end of the Contingency Period. Buyer shall reasonably repair and restore areas of the Property affected by Buyer’s inspections so that they are in substantially the same condition as before such inspections as soon as reasonably possible. Seller hereby grants to Buyer and its authorized employees, representatives, agents and contractors, permission and a license, upon forty-eight (48) hours prior written notice to Seller, to enter upon the Property at all reasonable times prior to the end of the Contingency Period for the purpose of conducting such inspections and testing. In the event the Property is occupied by any person(s) other than Seller, Seller shall make arrangements with such person(s) to ensure access by Seller its authorized employees, representatives, agents and contractors in order to conduct the inspections and testing pursuant to this section. Notwithstanding the foregoing, any such inspections or testing shall not unreasonably interfere with and shall be conducted in a manner as to minimize disruption of the tenant’s use of the Property. Buyer shall indemnify, protect, defend (with legal counsel reasonably acceptable to Seller) and hold Seller harmless from and against any and all claims, liabilities, damages, costs and expenses arising from, related to or caused by, Buyer’s entry upon the Property or the performance of any inspection or test conducted by or at the request of Buyer or its contractors or agents. To the extent that Buyer engages any third party to enter upon the Property, Buyer shall ensure that such third party obtains and maintains insurance in such amounts reasonably acceptable to Seller and shall name Seller as an additional insured. Buyer shall immediately provide written evidence of such insurance to Seller.

7. Seller’s Acts. Except only as permitted under this Agreement, and provided that Buyer is not in default under this Agreement, Seller shall not encumber, sell or transfer, or agree to encumber, sell or transfer, the Property or any portion thereof or interest therein during the period from the Effective Date to the earlier of: (i) the Close of Escrow, or (ii) the date of the termination of this Agreement.

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

8.1 Buyer shall deliver a Certificate of Acceptance for the Grant Deed (duly executed by Buyer and acknowledged), the Purchase Price less the Deposit, plus any additional funds required to pay costs payable by Buyer under Section 10 below.

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8.2 Seller shall deliver the Grant Deed (duly executed by Seller and acknowledged), and federal and state tax withholding certificates so that the tax withholding is not required of Escrow or Seller.

9. Authorization to Record Documents and Disburse Funds. Escrow Holder is hereby authorized to (a) record the Grant Deed and Certificate of Acceptance, (b) disburse funds to pay any liens encumbering the Property which Seller is required to clear pursuant to this Agreement or which Seller has agreed in writing to clear, (c) apply funds to any costs Seller is required to pay pursuant to this Agreement, (d) deliver any remaining funds to Seller, and (e) provide copies of the federal and state tax withholding certificates to Buyer (showing no withholding is required), provided each of the following conditions has then been fulfilled:

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

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

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

10. Costs and Prorations.

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

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

10.3 If the Escrow shall fail to close for any reason other than Seller’s or Buyer’s default, Buyer and Seller shall each pay one-half (½) of any applicable Escrow cancellation charges.

10.4 Property taxes shall not be prorated as Buyer represents that it is tax-exempt; however, Buyer shall cooperate with Seller in good faith to obtain any refund of property taxes overpaid by Seller (i.e., allocable to the period after the Close of Escrow). Any assessments shall be apportioned and prorated with respect to the Property as of 12:01 a.m., on the day on which the Close of Escrow occurs, as if Buyer were vested with title to the Property during the entire day upon which the Close of Escrow occurs. To the extent that the actual assessments for the current year differ from the amount apportioned at the Close of Escrow, the parties shall make all necessary adjustments by appropriate payments between themselves following the Close Docusign Envelope ID: 4A7C34CD-1ABD-47AF-9C06-0DEBC7720547 -7-
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of Escrow. All delinquent taxes and assessments (and any penalties therein) for periods prior to the Close of Escrow, if any, affecting the Property shall be paid by Seller.

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

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

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

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

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

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

12. Seller’s Conditions. For the benefit of Seller, the Close of Escrow and Seller’s obligation to consummate the sale of the Property shall be contingent upon and subject to the Buyer delivering all documents and funds required to be delivered by Buyer under Section 8.1 above on or before the Close of Escrow.

13. Seller’s Delivery of Documents. Prior to or upon the Close of Escrow, Seller shall deliver to Buyer all material documents (including warranties) relating to the Property to the extent in the possession of Seller (and not previously delivered to Buyer), and all personal property shall be removed by Seller. Seller’s obligations hereunder shall survive the Close of Escrow.

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

15. Relocation Assistance. In consideration for the Purchase Price, Buyer shall have no obligation to Seller under any federal or state relocation laws or regulations, including without limitation, the California Relocation Assistance and Real Property Acquisition statutes and guidelines. Seller waives and forever releases Buyer, including its successors, officers, employees, attorneys, agents, representatives and anyone else acting on Buyer’s behalf, of and Docusign Envelope ID: 4A7C34CD-1ABD-47AF-9C06-0DEBC7720547 -8-
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from any and all claims, demands, actions or causes of action, obligations, liabilities, or claims for further compensation relating to the matters described in this Section, known or unknown, based upon or relating to the facts or allegations and circumstances arising from Buyer’s acquisition of the Property. By such release, Seller expressly waives its rights, if any, under California Civil Code Section 1542 which provides:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT

THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR

SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF

EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR

HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER
SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
_______________________
Seller’s initials

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

CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO

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

RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE
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MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR OR RELEASED PARTY.”
_______________
Initials of Buyer

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

Buyer: City of Beverly Hills
455 North Rexford Drive
Beverly Hills, California 90210
Attn: Logan Phillippo
Email: [email protected]
Seller: Century Beverly Hills, LLC
c/o Morgan Adams, Inc.
400 South Hope Street, Suite 1100
Los Angeles, California 90071
Attn: Gerald M. Whitehead/Casey Adams, Usman Mohammed
Email: [email protected]
[email protected]
[email protected]

18. Broker’s. Buyer and Seller represent to one another that no broker or finder has been engaged by it in connection with the transaction contemplated by this Agreement, or to its knowledge is in any way connected with such transaction, except for T.C. Macker of WESTMAC Commercial Brokerage Company, which represents Seller, and Seller shall pay all commissions, fees and costs that may be due to T.C. Macker of WESTMAC Commercial Brokerage Company.

Each party covenants and agrees that any other broker fee or commission, which may be due or payable in connection with the closing of the transaction contemplated by this Agreement through its dealings with that party, shall be borne solely by that party. Each party agrees to defend, indemnify and hold harmless the other party and its respective employees, agents, representatives, board members, attorneys, successors and assigns, from and against all claims of any agent, broker, finder or other similar party arising from or in connection with its activities relating to the sale of the Property to Buyer.

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

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

21. Successors and Assigns. The provisions of this Agreement are expressly binding upon, and shall inure to the benefit of, the parties hereto and their successors in interest and assigns. Notwithstanding anything herein to the contrary, Buyer shall have no right to assign this Agreement or any rights hereunder to any party without Seller’s prior written consent, which may be withheld in Seller’s sole discretion.

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

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

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

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

26. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. For purposes of this Agreement, emailed (PDF) signatures shall be deemed to be original signatures.

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

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

29. Release by Seller and Releasing Party. As used herein, the term “Claims” shall mean any past, present or future, fixed or contingent, matured or unmatured, liquidated or unliquidated, claims, cross-claims, liabilities, rights, demands, notices, injuries, damages, losses, requests, obligations to defend or indemnify, suits, lawsuits, costs, costs of suit, attorneys’ fees, experts’ fees, actions, administrative proceedings, causes of action or orders, of any nature, character, type or description, whenever and however occurring, whether at law, or in equity, and whether sounding in tort, contract, nuisance, trespass, negligence, strict liability or any statutory, common law or other cause of action.

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Seller and the Releasing Party hereby fully and irrevocably release, waive, acquit and discharge the City, and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns, and contractors (collectively, “Indemnitees”) from all Claims, whether known or unknown, existing or potential, suspected or unsuspected, or that may hereafter be sustained, that Seller may have or assert, or may hereafter have or assert, under, by reason of or in connection with Former Prospective Buyer’s prospective purchase of the Property.

29.1 Discovery of Facts. Seller and the Releasing Party each acknowledge that they may hereafter discover facts different from, or in addition to, those that they now believe to be true with respect to any and all of the claims, defense matters, or rights released in this Section.

Nevertheless, Seller agrees that the releases set forth above shall be and remain effective in all respects, notwithstanding the discovery of any such different or additional facts.

29.2 1542 Waiver. With respect to such releases in this Section 29, Seller and the Releasing Party hereby waive and relinquish all rights and benefits under California Civil Code Section 1542, which provides as follows:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE

CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO

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

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

MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR OR RELEASED PARTY.”
Seller’s Initials Releasing Party’s Initials

30. 1033 Exchange. The letter attached hereto as Exhibit “C” is incorporated into this provision by this reference hereto.

31. Limitation of Liability. Notwithstanding any other provision of this Agreement to the contrary (or any rights that Buyer may have at law or in equity), (a) in no event, except in the event of Seller’s fraud, gross negligence, intentional misconduct, or breach of indemnification obligations of Seller (collectively “Extraordinary Liability Event(s)”), shall Seller have any liability for lost profits, speculative, special, consequential or punitive damages, (b) in no event, except for Extraordinary Liability Events, will Seller's liability under or otherwise in connection with this Agreement, any documents executed in connection herewith and/or otherwise in connection with the Property exceed the sum of three percent (3%) of the Purchase Price, not including any award of attorney’s fees and costs. Notwithstanding anything to the contrary contained in this Agreement, Buyer hereby agrees that any action or claim, except for one for any Extraordinary Liability Events (for which the otherwise applicable statute of limitations shall apply), asserted by Buyer against Seller must be filed (if at all) within one (1) year following the Closing in a court of competent jurisdiction, and Buyer hereby waives any right to bring any such claim or action thereafter. Any and all liability beyond that which may be asserted under this Section is expressly waived and released by Buyer and by all persons claiming by, through or under Buyer. The provisions of this Paragraph shall survive the Closing. Extraordinary Liability Docusign Envelope ID: 4A7C34CD-1ABD-47AF-9C06-0DEBC7720547 -12-
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Events shall be construed to include any omission or misstatement of a material fact related to this Agreement.

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

BUYER: SELLER:

CITY OF BEVERLY HILLS,
a California municipal corporation
By:

Nancy Hunt-Coffey, City Manager

CENTURY BEVERLY HILLS, LLC,
a California limited liability company
By:

Gerald Whitehead, Manager
APPROVED AS TO FORM:
_________________________________
Laurence S. Wiener, City Attorney
RELEASING PARTY:

GRL PARTNERSHIP,
a California Limited Partnership
By:

Gerald Whitehead, General Partner
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EXHIBIT “A”

LEGAL DESCRIPTION OF THE LAND
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EXHIBIT “B”

FORMS OF GRANT DEED AND CERTIFICATE OF ACCEPTANCE
(Attached.)

RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

City of Beverly Hills
455 North Rexford Drive
Beverly Hills, California 90210
Attn: City Clerk
APN: 4332-013-032
SPACE ABOVE THIS LINE FOR RECORDER’S USE
THE UNDERSIGNED GRANTOR DECLARES AS FOLLOWS:

This Grant Deed is recorded for the benefit of the City of Beverly Hills and is exempt from California documentary transfer tax pursuant to Section 11928 of the California Revenue and Taxation Code and from Recording Fees pursuant to Sections 6103, 27383 and 27388.1 of the California Government Code.

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

Subject to:

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

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

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

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

CENTURY BEVERLY HILLS, LLC,
a California limited liability company
By:

Name:

Title: Manager
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EXHIBIT “A” TO GRANT DEED

LEGAL DESCRIPTION
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
On before me, ________________________________________ Notary Public, personally appeared ________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/their signature(s) on the instrument the person(s), or the entity(ies) upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Place Notary Seal Above
Signature of Notary Public
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STATE OF CALIFORNIA

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

WITNESS my hand and official seal.

Place Notary Seal Above
Signature of Notary Public
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CERTIFICATE OF ACCEPTANCE
(California Government Code Section 27281)
This is to certify that interests in real property conveyed to or created in favor of the City of Beverly Hills by that certain Grant Deed dated _________, 2026, executed by Century Beverly Hills, LLC is hereby accepted by the undersigned officer on behalf of the City of Beverly Hills pursuant to the authority conferred by action or resolution of the City of Beverly Hills taken or adopted on _____________, 2026, and the grantee consents to recordation thereof by its duly authorized officer.

Dated: _____________, 2026
Nancy Hunt-Coffey,
City Manager
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STATE OF CALIFORNIA

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

WITNESS my hand and official seal.

Place Notary Seal Above
Signature of Notary Public
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Exhibit C
City’s 1033 Letter
[attached]
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[City of Beverly Hills Letterhead]
February 23, 2026
Century Beverly Hills, LLC
c/o Morgan Adams, Inc.
400 South Hope Street, Suite 1100
Los Angeles, California 90071
Attn: Gerald M. Whitehead/Casey Adams, Usman
Mohammed
Email: [email protected]
[email protected]
[email protected]
Re: Power of Eminent Domain; No Representation as to Tax Treatment Dear ,
This letter is in reference to that certain PURCHASE AND SALE AGREEMENT, JOINT This letter is in reference to that certain PURCHASE AND SALE AGREEMENT, JOINT ESCROW INSTRUCTIONS AND RELEASE dated as of February 23, 2026 between the CITY OF BEVERLY HILLS, a California municipal corporation (“Buyer”), and CENTURY BEVERLY HILLS, LLC, a California Limited Liability Company (“Seller”) (the “Agreement”).

Defined terms used herein have the meaning as used in the Agreement. In connection with the agreement, Buyer makes the following representations, for use exclusively by Seller:

Buyer is a municipal corporation acquiring the Property for a public purpose, including but not limited to the development of low-income or affordable housing, and Buyer possesses the power of eminent domain under applicable law. Nothing in the Purchase Agreement shall be deemed to limit, waive, or impair Buyer’s statutory authority to acquire the Property by eminent domain. Neither party makes any representation or admission that the acquisition of the Property is voluntary or involuntary for federal or state tax purposes. Seller shall be solely responsible for determining the appropriate tax reporting, including any treatment under Internal Revenue Code 1033 and Buyer makes no representation regarding Seller’s federal, state, or local tax treatment for this transaction.

Very truly yours,
Nancy Hunt-Coffey
City of Beverly Hills
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RELEASE AGREEMENT
THIS RELEASE AGREEMENT (this “Agreement”) is dated as of March 4, 2026, and is entered into by and among AFSHIN ETEBAR, an individual (“Former Prospective Buyer”) the CITY OF BEVERLY HILLS, a municipal corporation (“City”), CENTURY BEVERLY HILLS, LLC, a California Limited Liability Company (“Current Owner”), and GRL Partnership, a California limited partnership (“Seller”). Former Prospective Buyer, City, Current Owner, and Seller may be referred to herein individually as a “Party” and collectively as the “Parties.” R E C I T A L S:

A. Current Owner owns that certain real property commonly referred to as 401 S.

Robertson Boulevard, Beverly Hills, California 90211 (the “Property”).

B. On May 19, 2025, Seller, an affiliate of Current Owner, entered into a Purchase and Sale Agreement (“Original Purchase and Sale Agreement”) with Former Prospective Buyer to sell the Property to Former Prospective Buyer.

C. In accordance with the Original Purchase and Sale Agreement, Former Prospective Buyer deposited an amount of One Hundred Seventy-Five Thousand Five Hundred dollars ($175,500.00) (“Deposit”), with Commerce Escrow.

D. Disputes arose between Seller and Former Prospective Buyer concerning the size of the Property and Former Prospective Buyer’s alleged failure to close escrow (“Disputes”) and as a result of the Disputes the purchase and sale transaction was terminated, and the Deposit is being held by Escrow Holder pending the resolution of the Disputes.

E. City now wishes to purchase the Property and seeks to enter into a Purchase and Sale Agreement with the Current Owner for purchase of the Property.

F. To facilitate the purchase of the Property, City requests that Former Prospective Buyer release all claims he may have against the City in connection with the Property prior to the City completing its purchase of the Property.

A G R E E M E N T:

NOW, THEREFORE, in consideration of the mutual promises, covenants, releases and considerations set forth herein, the receipt and sufficiency of which the parties hereto acknowledge, the parties hereto agree as follows:

1. Release by Former Prospective Buyer. As used herein, the term “Claims” shall mean any past, present or future, fixed or contingent, matured or unmatured, liquidated or unliquidated, claims, cross-claims, liabilities, rights, demands, notices, injuries, damages, losses, requests, obligations to defend or indemnify, suits, lawsuits, costs, costs of suit, attorneys’ fees, experts’ fees, actions, administrative proceedings, causes of action or orders, of any nature, character, type or description, whenever and however occurring, whether at law, or in equity, and Docusign Envelope ID: 4A7C34CD-1ABD-47AF-9C06-0DEBC7720547 -2-
B0785-0001\3221386v1.doc
whether sounding in tort, contract, nuisance, trespass, negligence, strict liability or any statutory, common law or other cause of action.

Former Prospective Buyer hereby fully and irrevocably releases, waives, acquits and discharges the City, and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns, and contractors (collectively, “Releasees”) from all Claims, whether known or unknown, existing or potential, suspected or unsuspected, or that may hereafter be sustained, that Former Prospective Buyer may have or assert, or may hereafter have or assert, under, by reason of or in connection with Former Prospective Buyer’s prospective purchase of the Property.

1.1 Discovery of Facts. Former Prospective Buyer acknowledges that he may hereafter discover facts different from, or in addition to, those that he now believes to be true with respect to any and all of the claims, defense matters, or rights released in this Section 1. Nevertheless, he agrees that the releases set forth above shall be and remain effective in all respects, notwithstanding the discovery of any such different or additional facts.

1.2 1542 Waiver. With respect to such releases, Former Prospective Buyer hereby waives and relinquishes all rights and benefits under California Civil Code Section 1542, which provides as follows:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT

THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR

SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF

EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR

HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER
SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
Former Prospective Buyer’s Initials

2. No Admission of Liability. Nothing contained in this Agreement will be construed as an admission by any party of any fault or liability of any kind by any other party.

3. City’s Purchase of Property Reports from Former Prospective Buyer; City Inducement of Negotiations. Concurrently with the close of escrow on City’s purchase of the Property from Seller, if escrow closes, and if City receives signed reliance letters from each consultant hereafter described, then City shall reimburse Former Prospective Buyer in an amount not to exceed FortySix Thousand Five Hundred Dollars ($46,500) for Former Prospective Buyer’s documented outof-pocket expenses related to (i) a written Phase I Environmental Site Assessment report prepared by Stantec Consulting Services Inc., and (ii) a written Fault Rupture Hazard Investigation report and documentation prepared by Geocon West, Inc., to be provided to City for City’s use in connection with City’s purchase of the Property. The Parties acknowledge that City has induced, is inducing, and/or will induce negotiations among Seller, Current Owner, and Former Prospective Buyer concerning the settlement and release among such persons of the Disputes and relating to the Deposit. City acknowledges that reimbursement of the documented expenses shall be processed through escrow as a closing cost for the benefit of Former Prospective Buyer.

Docusign Envelope ID: 4A7C34CD-1ABD-47AF-9C06-0DEBC7720547 -3-
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4. Entire Agreement. This Agreement is the entire agreement between the Parties hereto with respect to Former Prospective Buyer’s release of City and supersedes all prior and contemporaneous oral and written agreement and discussion. The Parties acknowledge they have received and reviewed a true and correct execution version of that certain Settlement and Release Agreement, dated on or about the date hereof, among the Seller, the Current Owner, and the Former Prospective Buyer.

5. Governing Law; Jurisdiction. The terms and conditions of, and the rights and obligations under, this Agreement shall be construed and enforced in accordance with, and governed by, the local laws of the State of California.

6. Severability. If any court of competent jurisdiction determines any provision of this Agreement to be invalid, illegal or unenforceable, that provision shall be deemed severed from the rest, which shall remain in full force and effect as though the invalid, illegal or unenforceable provision had never been a part hereof.

7. Modification of Agreement. It is expressly understood and agreed by the parties that this Agreement may not be altered, amended, modified, or otherwise changed in any respect except by a writing duly executed by authorized representatives of the parties.

8. Good Faith and Further Assurances. The parties hereto agree that they will act in good faith in abiding by the terms of this Agreement, and in carrying out the obligations of each party set forth herein. So long as authorized by applicable laws to do so, each of the Parties to this Agreement will do such further acts and execute, acknowledge, and deliver all further documents as may be necessary to fully effectuate the provisions of this Agreement.

9. Time of Essence. Time is of the essence of every provision hereof in which time is a factor.

10. Authority to Execute. Each individual executing this Agreement represents and warrants that he or she is duly authorized to execute this Agreement and that it is binding in accordance with its terms. Each of the Parties warrants that they are the true holders of all rights and remedies which they purport to release, and that they have not assigned or transferred any of those rights or remedies to any other individuals and/or entities.

11. Counterparts. This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, taken together, shall be deemed to be one and the same instrument. [Signatures on the Following Page]
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IN WITNESS WHEREOF, Seller and Former Prospective Buyer have executed this Settlement Agreement and Release as of the day and year first set forth above.

FORMER PROSPECTIVE BUYER: AFSHIN ETEBAR, an individual
By:

Afshin Etebar
CITY: CITY OF BEVERLY HILLS,
a municipal corporation
By:

Nancy Hunt-Coffey, City Manager
APPROVED AS TO FORM:

Laurence S. Wiener, City Attorney
CURRENT OWNER: CENTURY BEVERLY HILLS, a California
Limited Liability Company
By:

Gerald Whitehead, Manager
SELLER: GRL PARTNERSHIP, a California limited
partnership
By:

Gerald Whitehead, General Partner
Docusign Envelope ID: 4A7C34CD-1ABD-47AF-9C06-0DEBC7720547 Certificate Of Completion
Envelope Id: 4A7C34CD-1ABD-47AF-9C06-0DEBC7720547 Status: Sent Subject: Complete with Docusign: 260304 - 401 S. Robertson Resolution.pdf Source Envelope:

Document Pages: 32 Signatures: 1 Envelope Originator:

Certificate Pages: 2 Initials: 0 Logan Phillippo
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 2603:8000:c100:

Record Tracking
Status: Original
2/24/2026 1:08:34 PM
Holder: Logan Phillippo
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Andrew Bragin for
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 208.87.235.180
Sent: 2/24/2026 1:11:04 PM
Viewed: 2/24/2026 1:11:46 PM
Signed: 2/24/2026 3:01:28 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Logan Phillippo
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 2/24/2026 3:01:29 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
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Carbon Copy Events Status Timestamp
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 2/24/2026 1:11:04 PM
Envelope Updated Security Checked 2/24/2026 1:27:12 PM
Envelope Updated Security Checked 2/24/2026 1:27:12 PM
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Envelope Updated Security Checked 2/24/2026 1:27:12 PM
Envelope Updated Security Checked 2/24/2026 1:27:12 PM
Envelope Updated Security Checked 2/24/2026 1:27:12 PM
Envelope Updated Security Checked 2/24/2026 2:35:09 PM
Envelope Updated Security Checked 2/24/2026 2:35:09 PM
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Envelope Updated Security Checked 2/24/2026 2:35:09 PM
Envelope Updated Security Checked 2/24/2026 2:35:09 PM
Payment Events Status Timestamps

Beverly Hills City CouncilMarch 4, 2026

Beverly Hills City Council
March 4, 2026