Planning Commission Report 8600 Wilshire Boulevard March 28, 2019 ATTACHMENT L. Resolution 07-R (November 13, 2007)

Transcription

1 Planning Commission Report 8600 Wilshire Boulevard March 28, 2019 ATTACHMENT L Resolution 07-R (November 13, 2007) 766

2 RESOLUTION NO. 07-R RESOLUTION Of THE COUNCIL Of THE CITY Of BEVERLY HILLS CONDITIONALLY APPROVING VESTING TENTATIVE TRACT MAP NO AND A PLANNED DEVELOPMENT PERMIT TO ALLOW CONSTRUCTION Of A MiXED-USE PROJECT FOR PROPERTY LOCATED AT 8600 WILSHIRE BOULEVARD (WILSHIRE COLONIAL PARTNERS LLC) The City Council of the City of Beverly Hills does resolve as follows: Section 1. Introduction. Wilshire Colonial Partners LLC, the owner and applicant (the Applicant, has submitted an appeal of the Planning Commission decision denying applications for a General Plan Amendment, a Zoning Code Amendment to create an Overlay Zone, a Zoning Map Amendment to apply to an overlay zone to the subject property, a Vesting Tentative Tract Map, a Planned Development Permit and a proposed Development Agreement to allow construction of a mixed-use Project consisting of 6,383 square feet of ground floor retail/commercial space and a maximum of 26 residential condominium units, two of which will be affordable units at property located at 8600 Wilshire Boulevard (collectively the Project ). The appeal of the Planning Commission decision to the City Council was timely filed on July 28, Although the Planning Commission s role on General Plan Amendments, Zoning Code Amendments, and Development Agreements is solely advisory to the City Council, the Commission typically has the role of approving or conditionally approving Planned Development Permits and applications for tentative tract maps. In this case, the Planning Commission denied the Project on July 27, 2006, which decision was appealed to the City B l/

3 Council. After granting the appeal as to the concept of mixed-use, the City Council retained jurisdiction over the Project. Section, 2. Project Background. The City Council, at its meeting on September 19, 2006, held a duly noticed public hearing to consider the appeal of the Planning Commission decision. After presentation of the Project and extensive public comment, the City Council found that mixed residential/commercial use could be appropriate at the proposed location, reversed the Planning Commission decision, and sent the Project back to the Planning Commission directing that the Planning Commission consider the specific issues of the Project such as allowed uses, height, density, landscape and design issues. On November 30, 2006, the Planning Commission held a hearing regarding the Project modifications. The Planning Commission directed the Applicant to return with revised plans. On January 25, 2007, the Planning Commission hearing resulted in certain direction to the Applicant regarding mix of uses, parking, height, density, modulation and design. The Planning Commission directed staff to prepare a draft development agreement and resolution for consideration at its meeting on March 8, At this meeting, the Planning Commission adopted resolution recommending approval of the Project with certain conditions relating to density, parking, height, setbacks, landscaping and uses. In addition, the Planning Commission provided a table that delineated specific conditions in relation to the City Council s direction at the September 19, 2006 hearing and whether they have been met. On June 19, 2007, the City Council received an overview of the Project including B l/1O1O$

4 environmental review and discussed the physical aspects of the Project including building design, height and landscaping. In response to deliberations at the Planning Commission and City Council hearings, the Applicant made certain revisions to the Project and the City Council indicated that is supported certain revisions to the Projeàt including: returning with plans showing options for two or three townhome units including an option for one unit fronting on Stanley Drive with plans showing the pitched rooflines; setting the maximum height on the Wilshire Boulevard building to 61 feet; requesting the applicant to provide the floor plans for the affordable units to determine whether additional height with a pitched roof would be appropriate for the townhouses as an incentive for the provision of the affordable units; request the applicant to provide floor plans showing the affordable units; and requesting the Applicant to remove the garden wall on Stanley Drive and to show the landscaping at the pedestrian/street level on Wilshire. The City Council agreed with the Planning Commission s determination on the removal of the driveway on Charteville and the requirement for additional modulation on Wilshire Boulevard and Stanley Drive. The public hearing was continued to July 24, On July 24, 2007, the City Council reviewed the staffs analysis of the revised changes to the Project regarding density, height, modulation, driveway locations and landscaping. The City Council consensus was to support two townhouses on the Charleville side and one on Stanley Drive; support two affordable units with two parking spaces and reduce the extra parking spaces from Ii to 9 spaces and direct Staff to review further the 33 foot pitched roof on the townhomes and require that the Applicant bring back a landscape plan for the townhouses on Charleville and Stanley and at pedestrian Street level on Wilshife. The public hearing was continued to October 2, ]/t

5 On October 2, 2007, the City Council received a report from staff that plans had not been received from the applicant within a sufficient time period for review and the applicant was directed to return to the October 76, 2007 meeting with the requested plan revisions. The public hearing was continued to October 16, On October , the City Council, the City Council reviewed revised plans that included a visual depiction of the visual differences between a 30-foot high flat roof and a 33-foot high pitched roof for the townhomes; required that 9 parking spaces be provided for public parking purposes; reviewed the Development Agreement as revised; conducted first readings on the ordinances for the Mixed-Use Overlay Zone and Development Agreement; and directed City staff to prepare resolutions for the project approvals. The public hearing was continued to November 13, On November 13, 2007, the CIty Council - Considered and certified the final Environmental Impact Report prepared for the Project, including the Supplement to the Environmental Impact Report dated June 2007, and adopted a Mitigation Monitoring and Reporting Program; - Adopted a resolution approving a General Plan Amendment that applies to the 8600 Wilshire site, thus allowing mixed use and additional height and density; - Conducted second reading of an ordinance establishing a mixed-use planned development overlay zone; and - Conducted second reading of an ordinance approving a development agreement between the City and Applicant for development of the Project /

6 Section 3. Project Description. The Project Consists of 26 residential condominium units within a building envelope of 61 feet in height and a total square footage of 48,042, including 6,383 square feet of ground floor retail/commercial space. Of these 26 units, a maximum of 23 would be oriented toward Wilshire Boulevard and Stanley Drive above the commercial component for a total height of approximately 61 feet in a maximum of five stories. The allowable mix of units would include a maximum of 21 market rate units and two affordable units within the five-story building portion of the project fronting on Wilshire Boulevard. The remaining three units will be townhouses with two units fronting Charleville Boulevard and one unit fronting Stanley Drive for a total height of approximately 33 feet maximum of three stories with pitched rooflines. Parking will be provided at street level and in a subterranean garage up to a total of 97 parking spaces. Existing Code-required parking is 83 spaces and the Applicant will provide an additional 14 spaces, 9 of which will be dedicated as public parking spaces. Of the 97 parking spaces provided, 8 spaces wilt be compact and 7 spaces will be tandem. Free validated parking during business hours will be provided to Project businesses. The approval of the Project is dependent upon approval of an overlay zone for this location because the current C-3 zoning does not allow residential uses and the Project will exceed the existing three-story/45-foot height limit allowed in the C-3 zone and a greater floor area ratio. Section 4. Planning Commission Environmental Review. The Planning Commission held duly noticed public hearings to consider the Project and the Draft Environmental Impact Report ( ER ) on April 27, 2006, June 22, 2006, July 27, B I/C

7 2006, November 30, 2006 and January 25, 2007, and a separate public hearing for the Development Agreement on March 8, Evidence, both written and oral, was presented at said hearings. The Planning Commission recommended that the City Council (a) make certain CEQA findings and determinations, (b) certify the EIR and (c) adopt a mitigation monitoring program, provided that if the ultimate project design involves a second level of subterranean parking, that further CEQA analysis of that plan must be competed before an environmental determination pursuant to CEQA can be made. Section 5. City Council Environmental Review. On September 19, 2006, the City Council held a hearing on the appeal of the Planning Commission s July 27, 2006 action denying the Project and the City Council overturned the Planning Commission s decision. The City Council directed the Planning Commission to consider the specific issues of the project such as allowed uses, height, density, landscape and design issues. The Planning Commission recommended approval of the Project, including certification of the EIR. However, if the ultimate Project design involved a second level of subterranean parking, the Planning Commission directed that further CEQA analysis of that plan must be completed before an environmental determination pursuant to CEQA could be made. Subsequent to the Planning Commission s consideration of the Project, a supplement to the E1R dated June 2007 (the Supplement ) was prepared to analyze the Project as revised by the Planning Commission, specifically including the second level of subterranean parking, and other revisions set forth in Section 2.3 of the Supplement. The Supplement was provided to the City Council for its /

8 review and consideration at its meeting of June 19, The City Council held public hearings on June 19, 2007, July 24, 2007, October 2, 2007, October 16, 2007 and November 13, 2007 to consider the E and the Supplement. On November 13, 2007, the City Council adopted a resolution certifying the Final Environmental Impact Report as defined ( final EIR ) therein making environmental findings pursuant to CEQA and adopting a mitigation monitoring and reporting program. The certification, environmental findings and mitigation monitoring and reporting program are set forth in Resolution 07-R November 13, 2007, which is incorporated herein by this reference.,dated The mitigation measures are expressly made applicable to the Project and are incorporated into the conditions of approval for the Project as set forth in Exhibit B. Section 6. Vesting Tentative Tract Map Criteria. Pursuant to the California Subdivision Map Act and the City s subdivision requirements, the City Council considered the following issues in reviewing the application for Vesting Tentative Tract Map No : 6.1 Whether the proposed tentative map and the design or improvement of the proposed subdivision are consistent with the General Plan of the City and any applicable Specific Plan of the City; 6.2 Whether the site is physically suitable for the type of development and the proposed density; B07$5.0001/

9 6.3 Whether the design of the subdivision and the proposed improvements are likely to cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat; 6.4 Whether the design of the subdivision or type of improvements are likely to cause serious public hea)th problems and whether the design of the subdivision or the type of improvements will conflict with any public casements; and 6.5 Whether the discharge of wastewater from the proposed subdivision into the existing sewer systems will result in a violation of existing requirements established by the Regional Water Quality Control Board. Sectioni, Findings for Vesting Tentative Tract Map. Based upon the evidence presented in the record on this matter, including the staff report and oral and written testimony, the City Council hereby finds as follows with respect to Vesting Tentative Tract Map No : 7.1. As revised and conditioned, the proposed Project and its design and improvements are consistent with both the General Plan of the City as amended by the City Council on November 13, 2007, and the proposed Overlay Zone. The proposed subdivision and improvements implement the development and improvements described in the Development Agreement and the final EIR, which in turn are consistent with the General Plan and the Overlay Zone, all of which are hereby incorporated by reference. Further, the Project advances general plan policies and objectives related to providing a mix of residential types and improving residential-commercial transitions as discussed further in Section 8 of this Resolution. B /

10 7.2. As revised and conditioned, the site is physically suitable for the type of development and the proposed density. The site currently is vacant except for one parcel that is developed with a commercial building. The infrastructure serving the site is generally adequate to support the development proposed on the site; and the Applicant shall be required to upgrade sewer capacity, if necessary, prior to finalizing the tentative map. The site has no unusual seismic or other hazards. Therefore, the site is physically suitable for the type of development and the proposed density As revised and conditioned, the proposed Project will not cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat. The final ER prepared for the Project found no significant impacts to fish, wildlife or habitat, and concluded that all Project impacts can be mitigated to less than significant levels The design of the subdivision and the type of improvements will not cau.se serious public health problems and will not conflict with easements acquired by the public at large for access through or use of property within the proposed subdivision. The proposed map has been preliminarily reviewed by the Public Works and Engineering Department. In addition, encroachment permits will be obtained for all temporary and permanent encroachments into the public right-of-way. The public at large has not acquired any other easement for access through or use of the property The discharge of waste from the proposed subdivision into the existing sewer system will not result in a violation of existing requirements prescribed by the Regional Water Quality Control Board. The subdivision will be served by the Hyperion Water Treatment Plant. The plant has sufficient capacity to handle the waste B t/

11 water from the Project. Therefore, the discharge of waste water from the proposed subdivision into the existing sewer systems will not result in a violation of existing requirements presented by the Regional Water Quality Control Board. Section 8. General Plan Consistency. Based upon the evidence presented, including the staff report and oral testimony, the City Council hereby finds that the Project is consistent with the General Plan and will advance the objectives of the General Plan and proposed Mixed-Use Planned Development Overlay Zone (M-PD-3) for the following reasons: 8.1. The Land Use Element of the General Plan was amended by the City Council on November 13, 2007 and identifies the maximum FAR for the site to be 1.86, with a maximum building height of 61 feet. The Project is consistent with the amended General Plan Land Use Element Map. The Project is also consistent with specific land use policies and objectives including (1) provision of development standards for projects involving a mix of commercial and residential uses in order to expand the variety of available housing types, (2) maintaining and enhancing qualities that contribute to the long-term stability and desirability of residential and non-residential areas of the City in that the project maintains the appearance of lower density residential development along Charlevitle Boulevard and elevations that are compatible with existing commercial buildings along Wilshire Boulevard and Stanley Drive, and (3) providing transitional uses between the primarily commercial Wilshire Boulevard corridor and the single family residential uses located south of Charleville Boulevard. B07$5.0001/1O1O8$

12 further, the Project is consistent with other goals and policies set forth in the General Plan including Objective 4.3 of the Housing Element which calls for developing standards for mixed residential-commercial structures, with and without low income housing components, including additional height, in areas currently zoned for commercial uses and consideration of application of such mixed-use standards to the South side of Wilshire Boulevard, east of Beverly Drive (between Stanley Drive and LeDoux Road, extend to the north side of Charleville Boulevard). In this case, the Project includes two units affordable for moderate-income households. 8.2 The Project will further the goals and objectives of the General Plan by creating a Mixed-Use Planned Development Overlay Zone (M-PD-3) and providing a mixed commercial/residential development that would not otherwise be provided in the City. The Land Use Element of the General Plan recommends that in commercial areas, tjhe feasibility of allowing mixed commerciallresidential uses should be analyzed in order to expand the variety of housing types available and in certain areas, to improve commercial/residential transitions. (Land Use Element, Section 2.2). The Project will further goals and objectives of the General Plan by replacing three vacant Jots and a commercial building with a mixed use project, including 26 housing units and subterranean parking. Implementation of the Project expands the housing opportunities available in the City, including the provision of two on-site housing units affordable to moderate-income households, and helps the City fulfill its obligations under the Housing Etement and state housing law by helping the City meet its share of the regional housing needs. The Project is consistent with goals and policies set /

13 forth in the General Plan including Program 4.3 of the Housing Element that states as an objective. [d]evelop standards for mixed commercial and residential uses... with and without low-income housing components, including additional height, in areas currently zoned for commercial use.. such as: South side of Wilshire Blvd., east of Beverly Drive. The General Plan clearly encourages the development of standards for mixeduse development on the South side of Wilshire, east of Beverly Drive, which is the location of the Project The Project will further goal/object (2) of the Land Use Element by replacing three vacant lots with a mixed-use project, including 6,383 square feet of commercial space with subterranean parking and 26 housing units, two of which are affordable to moderate-income households, that are compatible with the existing neighborhood in scale and preserve the character and rhythm of the surrounding streets. The Project s parking, modem features (green sustainable building requirements) and design will be consistent with the character and quality of life generally associated with the City and the surrounding neighborhood. Section 9. Overlay Zone Objectives. Pursuant to Beverly Hills Municipal Code ArticLe 1, Chapter 4 and Section , the City Council may approve a planned development permit if the City Council finds that the proposal will meet the requirements of the Municipal Code and will advance the objectives of the zone in which it is located. The City Council may impose such conditions and restrictions on the approval as are necessary to ensure a planned development will advance objectives of the zone. Any approval of the Project would be contingent upon the City Council s B /

14 enactment of the ordinance establishing a Mixed-Use Planned Development Overlay Zone for the site. The proposed Zone Text Amendment to create the Mixed-Use Planned Development Overlay Zone (M-PD-3) and zone change to apply the overlay to the subject property is warranted because it furthers the public interest, health, safety, morals, peace, comfort, convenience or general welfare. The proposed Overlay Zone would create appropriate standards and criteria to ensure that the Overlay Zone is compatible with uses allowed within the underlying zone and on adjacent properties while maintaining and protecting the public interest, health, safety, morals, peace, comfort, convenience or general welfare. ShouLd the proposed Mixed-Use Overlay Zone be adopted, a mixed-use development such as the Project would be reviewed in accordance with the following ordinance objectives Pursuant to the proposed Section of the Beverly Hills Municipal Code: 9.1 To ensure that mixed-use development in the M-PD-3 Zone will not adversely affect existing and anticipated development in the vicinity and will promote harmonious development of the area; 9.2 To provide for mixed-use development that is compatible with the scale and massing of the surrounding neighborhood, through appropriate height, modulation, upper-story setbacks, other similar measures, or any combination thereof 9.3 To provide pedestrian-friendly amenities along the street level, and setbacks that are generally consistent with other development along Wilshire Boulevard and along Stanley Drive between Wilshire Boulevard and Charleville Boulevard, and along Charlevilte Boulevard between Stanley Drive and Carson Road; B l/10108$

15 9.4 To ensure that mixed-use development in the M-PD-3 Zone will not create any significant, adverse traffic safety hazards, pedestrian-vehicle conflicts, or pedestrian safety hazards and will minimize impediments to vehicular circulation and pedestrian safety; 9.5 To foster uniform planning and development of all parcels in the M-PD-3 Zone to ensure unified development in the overlay zone; and, 9.6 To protect the public health, safety and welfare. Section 10. findings for Overlay Zone Objectives. Based upon the evidence presented in the record on this matter, including the staff report and oral and written testimony, the City Council hereby finds as follows with respect to the objectives of the overlay zone: 10.1 As conditioned, the proposed Project is compatible with and will not adversely affect existing and anticipated development in the vicinity and promotes harmonious development of the area. The Project as conditioned incorporates many design elements, including architectural modulation, setbacks and landscaping, designed to integrate the Project with both the commercial areas along Wilshire Boulevard and the residential areas along Charleville Boulevard. Additionally, the arrangement of uses on the site reflects their context to surrounding streets, with commercial uses concentrated along the ground floor of the Wilshire facade and residential uses located above and to the south of the commercial uses at the ground floor. The Applicant will be required to prepare and submit a construction management plan and to conform all construction activities to said plans to minimize construction impacts on adjacent land uses. Thus, the Project will not adversely affect B /J

16 existing or anticipated development in the vicinity and will promote harmonious development of the area As conditioned, the Project provides for mixed-use development that is compatible with the scale and massing of the surrounding neighborhood. The northerly building elevation is compatible with varied heights on the surrounding blocks of the existing Wilshire Boulevard streetscape. The project requires landscaped planters to be integrated into the Wilshire Boulevard façade. The project steps down in height from north to south, and takes on a more residential scale and design along Charleville Boulevard, and thus provides a buffer and transition between the commercial street (Wilshire Boulevard) and the single family residential neighborhood to the south. further, the removal of the wall along Stanley Drive and integration of landscaping in the area between Stanley Drive and the structure on the parcel with the R-1 underlying zone, enhances compatibility with the surrounding neighborhood and enhances the streetscape by providing additional landscaping and greenery leading into the residential neighborhood. While the Project in 61 feet in height, the height and mass of the building is concentrated away from Charleville Boulevard. In addition, limiting the height on the R-1 underlying zone property to a maximum height of 33 feet with a pitched roofline also provides a transition from the commercial to the residential zones. The proposed and conditioned Project, architectural treatments, setbacks, modulation and landscaping collectively help to reduce the mass of the structure as viewed from the surrounding streets. The Project is compatible in scale and mass to other existing and proposed structures in the vicinity. further, the Project s B l/tO1O$

17 building facade, architectural details and landscaping are subject to review and approval by the Architectural Commission As conditioned, the Project will provide pedestrian-friendly amenities along the street level, including retail/commercial uses and setbacks that are generally consistent with other development along Wilshire Boulevard as well as setbacks along Stanley Drive. The Project provides an opportunity to construct a quality mixed-use development that would not otherwise be encouraged by the underlying zone. The Project design will contribute to the urban design amenities that will serve as a visual and pedestrian link between commercial areas along Wilshire Boulevard As conditioned, the proposed Project will not create any significant, adverse traffic safety hazards, pedestrian-vehicle conflicts or pedestrian safety hazards and will minimize impediments to vehicular circulation and pedestrian safety. The Project urn fully analyzes the existing traffic conditions, taking into account ambient traffic growth in the area surrounding the Project, as well as traffic from other projects that are proposed in the vicinity of the Project site. The Project will not induce significantly greater traffic on nearby neighborhood streets. The Final EIR prepared for the Project demonstrates that while the proposed Project will generate more traffic than the one existing use on the Project site, the incremental traffic increase on adjacent streets is not significant. The net weekday traffic generated by the Project is estimated to be approximately 244 daily trips on weekdays and 353 trips on Saturdays, of which 13 will occur in the weekday morning peak hour, 22 in the afternoon peak hour and 24 in the B /

18 Saturday mid-day peak hour. These trip generation numbers are significantly lower than those that would be generated by a code-compliant commercial structure of 45 feet in height in a maximum of three stories. By comparison, a code-compliant commercial project would generate 916 daily weekday trips and 691 daily Saturday trips. Weekday morning peaks would average 73 trips, weekday afternoon peaks would average 147 trips, and the Saturday midday peak would be approximately 75 trips. Therefore, the Project traffic will not have a significant impact to any neighborhood street. Access to the Project will be provided via one driveway from Stanley Drive. Gaps in the eastbound traffic stream on Wilshire Boulevard, resulting from the traffic signal operations, will provide adequate opportunity for the traffic to enter Wilshire Boulevard, primarily through right turns from Stanley Drive. As conditioned, the proposed Project has sufficiently mitigated potentially adverse construction traffic impacts and parking impacts as a result of patron, employee and resident parking demand. In addition, the Project will have no significant traffic impacts when constructed and operational. Conditions will be imposed on the Project to reduce parking impacts, including the following: (1) on-site parking will be provided to alt commercial and residential tenants of the development; (2) all commercial patrons and employees will be provided free on-site parking; and (3) a Loading Management Plan and a Parking Management Plan satisfactory to the Director of Community Development and the Director of Public Works and Transportation will be prepared. The Final EIR concluded that the Project s supply of parking is adequate to meet the parking demand generated by the Project. Under the City s parking Codes, 83 parking spaces would be required. Actual parking provided is proposed to be up to 97 spaces including 8 compact B I/

19 spaces and 7 tandem spaces. 9 spaces in excess of the Code required parking will be dedicated to public use As conditioned, the Project will foster uniform planning and development of all parcels in the M-PD-3 Zone because all parcels are included in the Project which is an integrated development, which respects neighboring development characteristics. Further, the Project s building façade, architectural details and landscaping are subject to review and approval by the Architectural Commission As conditioned, the Project will be developed in such a manner so as to protect the public health, safety and welfare. Based on the foregoing, the City Council finds that the Project as proposed is consistent with the objectives of the M-PD-3 Zone. Section II. As conditioned, the proposed Project has sufficiently mitigated potentially adverse construction traffic impacts and parking impacts as a result of patron, employee and resident parking demand. Conditions will be imposed on the Project to reduce parking impacts, including the following: (I) on-site parking will be provided to all commercial and residential tenants of the development; (2) all employees will be provided free, on-site parking and all commercial patrons will be provided with free, on-site validated parking; and (3) a Loading Management Plan and a Parking Management Plan satisfactory to the Director of Community Development and the Director of Public Works and Transportation. The Final EIR concluded that the Project s BO

20 supply of parking is adequate to meet the parking demand generated by the Project. One loading zone will be provided near the Stanley Drive entrance to the Project. Section 12. As proposed and conditioned, the Project meets the objectives of the proposed Overlay Zone as set forth in Section Ii of this Resolution. For the reasons set forth above, the City Council determines that the findings necessary to approve the Vesting Tentative Tract Map as set forth in Section 6 of this Resolution and the findings necessary to approve the Planned Development Permit can be made, provided that certain conditions of approval, including the mitigation measures and conditions set forth in Resolution No. 07-R , dated November 13, 2007, are imposed and provided that such approvals shall only become valid upon the later effective date of the ordinance adopting the Zone Text Amendment and Zone Change and the ordinance adopting a development agreement. Section 13. Conditions. Based upon the foregoing findings, the City Council hereby approves, subject to the following conditions, Vesting Tentative Tract Map No , a Planned Development Permit to allow construction of the Project at the property located at 8600 Wilshire Boulevard, and the occupancy of residential uses and commercial uses at the Project site, provided that commercial uses that front on Wilshire Boulevard shall be pedestrian friendly, as determined by the Director of Community Development: 1. The conditions set forth in this Resolution shall run with the land and shall remain in force for the duration of the life of the Project. Covenant Recordation B07$ J

21 2. This Resolution approving the Vesting Tentative Tract Map and Plaimed Development to allow construction of a mixed-use development at the property located at $600 Wilshire Boulevard (collectively the Approvals ), shall not become effective until the owner of the Project site records a covenant, satisfactory in form and content to the City Attorney, accepting the conditions of approval set forth in this Resolution. The covenant shall include a copy of this Resolution as an exhibit. The Applicant shall deliver a conformed copy of the executed covenant to the Community Development Department within 60 days of the City Council decision. If the Applicant fails to deliver the executed covenant within the required 60 days, this Resolution approving a Development Plan Review shall be null and void and of no further effect. Notwithstanding the foregoing, the Director of Community Development may, upon a request by the applicant, grant a waiver from the 60-day time limit if, at the time of the request, the Director determines that there have been no substantial changes to any federal, state or local law that will affect the City s ability to approve the discretionary approvals. 3. Approval of this Project is subject to all other discretionary approvals required by the City for the Project. Planning Project Conditions 4. The Project shall be built in substantial compliance with the plans dated September 24, 2007 and submitted for the October 16, 2007, City Council meeting, on file with the City Clerk s office and the Department of Community Development/Planning, except as modified by these conditions of approval, including Exhibit A, Standard Conditions List and Exhibit B, Mitigation Monitoring Program, BO785.OO0l/1O1O8$

22 which are incorporated herein by reference, and subject to additional conditions as may be imposed by the Architectural Commission. In no case shall the Project include more than 21 residential units in the area with an underlying zone of C-3 property and 2 townhouses (maximum 2,800 square feet per unit) in the area with an underlying zone of R-1 property. The Applicant may incorporate two additional residential units in the area with an underlying zone of C-3, if those units are deed restricted units as required by the City Attorney and made available to moderate income households ( Affordable Units ). If the Applicant provides these Affordable Units, then one additional townhouse (approximately 2,800 square feet) is permitted in the area with an underlying zone of R-l. The two Affordable Units shall be no less than 750 square feet each with parking assigned to each unit, in addition, in no case shall the Project include less than 6,383 square feet of commercial space. In addition, the ground floor space fronting on Wilshire Boulevard shall be occupied by commercial uses, which, in the opinion of the Director of Community Development, are pedestrian-friendly uses. Any modifications to the plans shall be approved by the Department of Community Development/Planning prior to any work being done on the Project pursuant to those modifications. Review of modifications or corrections of may trigger the need to pay additional processing fees. 5. Parking spaces for the residential units shall be permanently assigned to each unit and shall be labeled as such. Parking spaces for residential units shall be used solely for the parking of the personal vehicles of residents and their guests. Parking spaces for residential units may not be leased, subleased, sold, transferred, or otherwise separated from the unit for which the parking spaces are required. Those parking spaces required to comply with the City s Municipal Code shall not be dedicated /

23 to or used to provide parking for any off-site use. In addition, the Project provides nine excess parking spaces ( Excess Parking Spaces ). Such Excess Parking Spaces shall be provided to the City pursuant to a parking easement or other instrument as required by the City Attorney and shall be clearly labeled as such as directed by the Director of Community Development/Planning. Any parking spaces not required to comply with the City s Municipal Code or that are not the Excess Parking Spaces may be made available to serve off-site uses upon approval by the Department of Community Development/Planning of such use of the parking space. Each parking stall designated to meet the numeric requirements of the Americans with Disabilities Act ( ADA ) shall meet all ADA requirements for an accessible parking space. 6. Prior to the issuance of a building permit, the Applicant shall submit a signage plan for review and approval by the Department of Community Development/Planning, which plan shall include, but not be limited to, provision of appropriate signage and precautionary devices inside the parking garage. All signage shall conform to the signage plan. 7. Prior to issuance of occupancy permits and subject to the review and approval of the Directors of Community Development and Public Works and Transportation, the Applicant shall provide a Loading Management Plan to minimize loading-related impacts from the Project on adjacent tand uses. The Loading Management Plan shall identify permissible hours for loading and shall designate a delivery monitor to monitor the loading area and deliveries in order to control the circulation activities and to prevent overcrowding in the loading area. The City hereby retains the authority to impose additional conditions on the Project to address loading, /

24 delivery and parking issues, including without Limitation the authority to require valet parking for patrons of the commercial uses. The Applicant shall comply with the approved Loading Management Plan and any additional conditions imposed after adoption of this Resolution and after adoption of the Loading Management Plan, in order to address parking, loading and delivery issues. 8. No uses other than those specifically approved in this Resolution shall be permitted as part of this planned development. This condition shall not be construed to bar the Applicant from requesting a modification at a later date to permit additional uses as part of this planned development, which modifications shall be reviewed and approved by the Planning Commission. 9. All common areas and facilities shall be clearly depicted, described, or both in the final plans reviewed by the Department of Community Development/Planning prior to issuance of a building permit. 10. The project shall consist of a maximum of two (2) townhomes facing Charleville Boulevard and one (1) townhome facing Stanley on property with R-l underlying zone and a mixed-use commercial/residential building consisting of no more than 6,383 square feet of commerciallretail floor area and 23 condominium units within 3 2,230 square feet of area on property with C-3 underlying zone, with two of those units being Affordable Units, and subterranean parking accommodating up to 97 parking spaces. The Applicant agrees to record covenants andlor deed restrictions as determined by the City Attorney to ensure that the sale price of the two Affordable Units shall not exceed an amount determined to be affordable to moderate income households. The BQ785.OOO1f1O1O

25 11. No rooftop uses are approved or permitted as part of this planned 12. The Project shall provide free onsite parking for its residential and covenants and/or restrictions shall run with the land for the longest period of time development. permissible under law. commercial tenants and all on-site employees at all times. patrons of the commercial component whenever commercial uses are open for business. $ignage satisfactory to the Director of Community Development shall be visibly posted patrons of the commercial component. Applicant shall install a sign substantially indicating Yield to Pedestrians Crossing to participate in the preferential parking zones that are or may be adopted for streets in the vicinity of the Project site. Boulevard and Stanley Drive shall not be enclosed with any wall and shall be landscaped. the Project site. warn drivers entering/exiting the residential and commercial garage. record a lot-tie covenant, satisfactory to the City Attorney, tying together all four lots of at the driveway entrance indicating the availability of the free parking in the garage for 13. The Project shall provide free, validated on-site parking for all 14. Prior to the issuance of occupancy permits for the Project, the 15. Prior to the issuance of the building permits, the Applicant shall 16. Neither the Project nor any residents or tenants shall be eligible to 17. The area between the eastern most townhome facing Charleville B t/

26 18. The following uses shall be prohibited on the Project site: any medical uses; vehicle dealership-related automotive uses, adult entertainment businesses; massage parlors; bars or taverns; liquor stores; markets; exercise facilities; hair or nail salons; pharmacies, coffee shops and fast food establishments; and uses that, in the sole opinion of the Director of Community Development, that are high traffic or parking generating uses that would create potential traffic and/or parking impacts in the neighborhood. 19. The maximum height of the two townhomes facing Charleville Boulevard and the townhome fronting Stanley Drive shall (a) be no taller than 33 feet, (b) incorporate pitched roofs (3 in 12 pitch), (c) be different from one another and the commerciallresidential building in design andlor architectural style, and (d) be compatible with the residential neighborhoods to the south of the Project site. The project shall incorporate mature trees and other landscaping to the satisfaction of the City s Architectural Commission. 20. Along the Wilshire Boulevard elevation, the fourth floor of the commercial/residential building on the property with C-3 underlying zone shall be set back a minimum four feet (4 ) from the property line, and the fifth floor shall be set back a minimum of twelve feet (12 ) from the property line. 21. The railings on balconies on the Wilshire Boulevard façade of commercial/residential building shall be set back a minimum of three feet from the building façade, and shall incorporate planter boxes with foliage between the railing and façade. The landscaping shall be maintained in healthy and attractive condition at all times /

27 22. The minimum setbacks for development on the property with the R-l underlying zone shall be thirty feet, three inches (30 3 ) from the western property line; ten feet, three and 3/4 inches (10 3-3/4 ) from the southern property line; and nine feet, eleven and 7/8 inches (9 11-7/8 ) from the eastern property. There shall be no setback from the northern boundary of the property with the R-1 underlying zone. 23. The existing garden wall that encloses 232 square feet of green space along Stanley Drive shall be removed and the area shall be planted with landscaping visible from the public right-of-way to create a perceptible visual transition from the commercial areas of the Project to the residential portions of the building and the residential neighborhood to the south. The Stanley Drive elevation of the commercial/residential portion of the project shall incorporate greater modulation subject to review and approval by the Architectural Commission. 24. The Wilshire Boulevard elevation shall be modified to incorporate planter niches with landscaping to soften the building elevation at the street level. landscaping shall be maintained in healthy and attractive condition at all times. The Any encroachments into the public right-of-way for planters shall be subject to review and approval by the City Council. A]l plantings and planters shall be subject to review and approval by the City s Architectural Commission. Architectural Commission Review 25. Prior to the issuance of building permits, the design, materials and finishes of the building and proposed landscaping shall be subject to the review and approval of the Architectural Commission. The Applicant shall submit final fandscape, B /t

28 lighting and irrigation plans that include mature-sized plantings along the property to provide an appropriate visual and aesthetically pleasing transition from the C-3 zoned parcels on the north to the RI-Zoned parcels on the southern portions of the Project. Landscape plans shall be prepared by a licensed landscape architect. 26. Final building plans shall be consistent with the preliminary plans approved by this Resolution and shall be prepared by a licensed professional. 27. The Applicant shall prepare a model, landscape plan and updated renderings of the Project as seen from Wilshire Boulevard, Stanley Drive and Charleville Boulevard to assist the Architectural Commission s review of the Project. 28. The traffic generated by the development be periodically monitored, at the expense of the Applicant or the successor to the Applicant who owns the commercial portions of the Property, to ensure that the actual levels of traffic do not significantly exceed the levels of traffic anticipated by the Environmental Impact Report prepared for the Project ( EJR ). In the event that such monitoring shows that traffic generated by the Project significantly excess the traffic generation anticipated in the EW, the Planning Commission or the City Council, after a public hearing, may impose additional conditions on the Project, or specifically on the owner of the commercial portion of the Project, to mitigate the impacts of the increased traffic or to reduce traffic generation to the levels anticipated in the EIR. Applicant shall abide by such conditions. The Applicant and any successor to the The first monitoring activity shall be undertaken approximately one year after the project construction is complete and the building is fully operational. B /

29 29. All common areas and facilities shall be clearly depicted, described, or both, in the final plans reviewed by the Department of Community DevelopmentJPlanning, prior to issuance of a building permit. 30. The project shall conform to all requirements of the overlay zone that governs the Project site and authorizes construction of the Project. Landscaping and Irrigation 31. Prior to final building inspection, the Applicant shall install all proposed irrigation and landscaping, including irrigation controllers, staking, and mulching, in accordance with the Architectural Commission s approval of the final Project design. 32. Prior to occupancy, the Applicant shall submit a letter from the Project landscape architect certifying that all landscape material and irrigation has been installed and is functioning according to the approved landscape plans. 33. The building owner and successors in interest shall be responsible for the maintenance of the site drainage system, sidewalks, parkways, street trees and other landscaping, including irrigation, within and along the adjacent public right-of-way. Other Departments Requirements 34. The Applicant shall comply with all applicable conditions and permits required from the Public Works and Transportation Department and Community Services-Recreation and Parks Department attached as Exhibit A. The Applicant shall secure all necessary permits from the Engineering Division of Public Works prior to commencement of any demolition or Project related work /

30 35. An offsite improvement plan prepared by a registered civil engineer must be submitted to the Civil Engineering Division. This plan must show all existing street furniture within the public right-of-way (ROW) fronting the proposed improvement site. All new construction and relocation of any existing street furniture must be clearly shown. 36. The Project shall comply with all applicable conditions from the fire Department as may be identified through the plan check process. Construction Management 37. The Applicant shall comply with a Construction Management Plan that has been submitted to and approved by the Department of Community Development prior to issuance of a building permit. The Applicant shall comply with the approved Construction Management Plan. The Construction Management Plan shall include, at a minimum, the following: a. Written information about the construction parking arrangements and hauling activities at different stages of construction to be reviewed and approved by the Engineering Division of Public Works and the Building and Safety Division of Community Development. On-street parking shall be prohibited at all times during construction. The plan shall provide for construction parking at a nearby site where workers can be transported to and from the Project site. b. A map identifying routes and parking lots to be utilized and shall include written certification from the owner(s) of the parking tots proposed to be B t/

31 used that such parking will be available to the Applicant throughout the construction period. c. Information regarding the anticipated number of workers, the location of parking with respect to schedule during the construction period, the arrangement of deliveries, hauling activities, the length of time of operation, designation of construction staging area and other pertinent information regarding construction related traffic. d. The proposed demolition/construction staging for the Project to determine the amount, appropriate routes and time of day of heavy hauling truck traffic necessary for demolition, deliveries etc., to the subject site. 38. A cash deposit of $10,000 shall be deposited with the City to ensure compliance with the conditions of this Resolution regarding construction activities. Such deposit shall be returned to Applicant upon completion of all construction activities and in the event that no more than two violations of such conditions or the Beverly Hills Municipal Code occur. In the event that three or more such violations occur, the City may: (a) retain the deposit to cover costs of enforcement; (b) notify the Applicant that the Applicant may request a hearing before the City within ten days of the notice; and (c) issue a stop work notice until such time that an additional deposit of $10,000 is subsequent violations. deposited with the City to cover the costs associated with Work shall not resume for a minimum of two days after the day that the additional deposit is received by the City. If the Applicant timely requests a hearing, said deposit will not be forfeited until after such time that the Applicant has been provided an opportunity to appear and offer evidence to the City, and the City determines B /IO1O$$

32 forfeiture of the additional deposit, the issuance of a stop work notice and the deposit of deposited with the City shalt be deposited in an interest bearing account. The Applicant condition are in addition to any other remedy that the City may have in law or equity and Resolution or the Beverly Hills Municipal Code. and/or Wilshire Boulevard to the extent necessary to ensure traffic safety as determined an additional $10,000, pursuant to the procedure set forth herein above. All amounts shall be reimbursed all interest accruing on monies deposited. The requirements of this site shall be controlled by flagmen located on Stanley Drive, Charleville Boulevard that substantial evidence supports forfeiture. Any subsequent violation will trigger shall not be the sole remedy of the City in the event of a violation of the conditions of this suppression for areas cleared by demolition, maintenance of safety barriers and adjacent by the Engineering DivisIon of the City s Public Works Department. public sidewalks, and provision of a contact person directly accessible to the public by telephone in the event that the public has any concerns regarding the maintenance of the Director of Community Development and the Building Official. In addition, the Applicant shall post the name and telephone number of the contact person on the site in a site. The name and telephone number of the contact person shall be transmitted to the of the orderly appearance of existing structures and landscaping on the site, dust to commencement of and during construction, including but not limited to, maintenance 40. During construction, the Applicant shall install a minimum twelvefoot (12 ) construction fence to reduce noise and dust impacts on neighboring properties. B07$5.000I/tOIO$ The Applicant shall maintain the site in an orderly condition prior 39. Construction vehicular movement in and out of the construction 797

33 location readily visible to the general public as approved by the Director of Community Development. Said signs shall also include the name and number of a City contact from the Community Development Department. The Applicant representative s telephone number provided shall be manned during construction hours. 42. Within three working days after approval of this Resolution, the Applicant shall remit to the City a cashier s check, payable to the County Clerk, in the amount of $50.00 for a documentary handling fee in connection with Fish and Game Code requirements in addition to the Department of Fish and Game filing fee imposed pursuant to fish and Game Code Section Property Maintenance 43. The property owners association shall be responsible for the operation and maintenance of the private sewer connection to the public sewer in the public right-of-way, the site drainage system, the maintenance of the common areas and facilities, the exterior of the building, the abutting street trees, parkways and any costs or corrections due to building or property maintenance code enforcement actions. The covenants, codes and restrictions shall specifically reflect this obligation. General Conditions. 44. All electrical transformers and other such mechanical equipment shall be clearly depicted, described, or both, in the final plans reviewed by the Department of Community Development/Planning, prior to issuance of a building permit / V 798

34 shall reflect the fact that, as this Project is located on Wilshire Boulevard, the to adversely affect the appearance of the building from the public right-of-way. 45. The Codes, Covenants and Restrictions (CC&Rs) for this project Screening and/or relocation may be required if the proposed tocations have the potential maintenance of public improvements (street payment, sidewalk, curb, gutter, water and sewer lines) is usually performed at night. Resolution 71-R-4269, the applicant shall file a formal written request with the Civil Engineering Department for approval of any type of temporary construction encroachment (steel tieback rods, etc.) within the public right-of-way. Shoring plans and elevations prepared by a registered civil engineer must be submitted for review by the The Standard Conditions List is attached hereto as Exhibit A and incorporated herein by the City Attorney prior to excavation. Civil Engineering Department. An indemnity bond must be submitted and approved by this reference. Tree Mitigation Plan of the Recreation and Parks Department, attached hereto as Exhibit approved by the City Council. and shall obtain all necessary permits from the Public Works/Engineering Department. be constructed and operated in substantial compliance with the plans submitted to and C and incorporated herein-by this reference. 49. Except as otherwise provided by these conditions, the Project shall 46. In accordance with the requirements set forth in City Council 47. The Project shall comply with the applicable standard conditions 48. The Applicant shall comply with the requirements of the Street B07$5.000I/tOlO$S

35 50. These conditions shall run with the land and shall remain in full force for the duration of the fife of the Project. 51. The City reserves the right to make modifications and/or impose additional conditions which may become necessary to enable implementation of the specific conditions set forth in this Resolution, and the Applicant shall comply with all such modified or additional conditions. Green Building Design 52. The Project shall be constructed to meet the Silver rating pursuant to the City s green building rating system, which means achieving a minimum of 33 points out of a possible 69 points as set forth in the City s Green Building/Sustainability Checklist ( Checklist ) attached hereto and incorporated herein as Exhibit D. A green building plan shall be submitted as part of the application for a building permit. The green building plan shall indicate which points in the Checklist that the project will utilize, and indicate where compliance with each selected point is shown on the plans. The applicant shall be required to implement all points shown in the final green building plan. The Building Official or his designee shall verify compliance with each selected point prior to issuance of a final certificate of occupancy. The Building Official may conduct other inspections as needed to ensure compliance with this condition. The Applicant may request amendment of the green building plan and such amendment may be approved by the Building Official as along as the cumulative points total is at least 33 points. If the City Council adopts a green building ordinance prior to the submittal of an application for a building permit, the Applicant shall then comply with the procedures set forth in that ordinance. B /10t

36 Section 14. 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. Adopted: November 13, 2007 J DELSHAD Mayor of the City of Beverly Hills, California ATTEST: BYRON City Cler PE APPROVED A T FORM: 0Th ROXANNE N. DIAZ Chief Assistant City Attorney APPROVED AS TO CONT9NT: Director of Community Development B /l

37 EXHIBIT A CITY Of BEVERLY HILLS STANDARD CONDITIONS LIST FOR THE PLANNING COMMISSION ENGINEERING. UTILITIES AND RECREATION & PARKS: The applicant shall remove and replace all defective sidewalks surrounding the existing and proposed buildings to the satisfaction of the Engineering Division of the City s Public Works Department. 2. Th.e applicant shall remove and replace all defective curb and gutter surrounding the existing and proposed buildings to the satisfaction of the Engineering Division of the City s Public Works Department. 3. The applicant shall remove all unused landings and driveway approaches. These parkway areas, if any, shall be landscaped and maintained by the project owner or any successor in interest. The landscape material shall not exceed six to eight inches in height and shall not be planted against the street trees. Care shall be taken to not damage or remove existing tree roots within the parkway area. Further the applicant shall remove and replace all defective alley and driveway approaches surrounding the existing and proposed buildings, to the satisfaction of the Engineering Division of the City s Public Works Department. 4. The applicant shall protect all existing street trees adjacent to the subject site during construction of the proposed project. Every effort shall be made to retain mature street trees. No Street trees, including those Street trees designated on the conceptual landscape or site plans, shall be removed or relocated unless written approval from the Recreation and Parks Department and the City Engineer first is obtained. (See attached Trees and Construction document.) Removal and/or replacement of any street trees shall not commence until the applicant has provided the City with an improvement security to ensure the establishment of any relocated or replaced Street trees. The security amount will be detennined by the Director of Recreation and Parks, and shall be in a form approved by the City Engineer and the City Attorney. 5. The applicant shall provide that all roof and/or surface drains discharge to the Street. All curb drains instatled shall be angled at 45 degrees to the curb face in the direction of the normal Street drainage flow, The applicant shall provide that all groundwater discharges to a storm drain. All ground water discharges must have a permit (NPDES) from the Regional Water Quality Control Board. Connection to a storm drain shall be accomplished in the manner approved by the City Engineer and the Los Angeles County Department of Public Works. No concentrated discharges onto the alley surfaces shall be permitted. 6. The applicant shall provide for all utility facilities, including electrical transformers required for service to the proposed structure(s), to be installed on the subject site. No such installations will be allowed in any City right-of-way. 7. The applicant shall underground, if necessary, the utilities in adjacent streets and alleys per requirements of the Utility Company and the City. B I/

38 the City Engineer and shall pay the applicable sewer connection fee. the existing connections available to the subject site unless otherwise approved by 8. The applicant shall make connection to the City s sanitary sewer system through structure, and prior to issuance of the certificate of occupancy, the applicant is required to comply with the Public Art Ordinance. An application is required to two weeks with emphasis on removing grease and oil residuals which drip from shall be retained for verification by a City inspector. vehicles. If parking area cleaning is implemented, records of cleaning activities discharged through a clarifier before discharging into the storm drain system. Inlieu of discharging runoff through a clarifier, parking lots can be cleaned every Water Quality Control Board. Examples of ground water discharges are; rising ground water and garage sumps. stores, mini markets and food services. cannot be discharged to the alley, Examples include but are not limited to grocery dock is not to be confused with a loading zone or designated parking space for loading and unloading. interceptor/clarifier prior to discharging to the storm drain system. A loading sewer, not curb drains. Control section of the general construction notes shall be followed. public right-of-way damaged during construction operations perfonned under any permits issued by the City. public right-or-way for staging andlor hauling certain equipment and materials related to the project. Department for the placement of construction canopies, fences, etc., and construction of any improvements in the public right-or-way, and for use of the ii. The applicant shall obtain the appropriate permits from the Civil Engineering demolition/construction staging for this project to determine the amount, appropriate routes and time of day of heavy hauling truck traffic necessary for demolition, deliveries, etc., to the subject site. also require approval from the City Engineer. Engineer. The size, type and location of the water service meter installation will existing water service connection unless otherwise approved by the City 9. The applicant shall make connection to the City s water system through the 10. The applicant shall provide to the Engineering Office the proposed 12. The applicant shall remove and reconstruct any existing improvements in the 13. During construction all items in the Erosion, Sediment, Chemical and Waste 14. Condensate from HVAC and refrigeration equipment shall drain to the sanitary 15. Water discharged from a loading dock area must go through an 16. Organic residuals from daily operations and water used to wash trash rooms 17. All ground water discharges must have a permit (NPDES) from the Regional 1$. Storm water runoff from automobiles going into a parking garage shall be 19. After completion of architectural review of a new or modified commercial B

39 be submitted to the fine An Commission for review and approval of any proposed afl piece or, as an alternative, the applicant may choose to pay an in-lieu art fee. a B /IO1O$

40 EXflIBIT B MITIGATION MEASURES B /

41 MITIGATION MONITORING and REPORTING PROGRAM $600 Wilshire Mixed-Use Development Project (SCH No ) Prepared for The City of Beverly Hills Department of Community Development July \956803v4.doc 806

42 Mitigation Monitoring and Reporting Program INTRODUCTION The California Environmental Quality Act (CEQA) requires that agencies adopting Environmental Impact Reports (EIRs) take affirmative steps to determine that approved mitigation measures are implemented subsequent to project approval. As part of CEQA (state-mandated) environmental review procedures, Section requires a public agency to adopt a monitoring and reporting program for assessing and ensuring efficacy of any mitigation measures applied to the proposed project. Specifically, the lead or responsible agency must adopt a reporting or monitoring program for mitigation measures incorporated into a project or imposed as conditions of approval. This Mitigation Monitoring and Reporting Program ( MMRP ) will be used by the City of Beverly lulls (the City ) to ensure compliance with mitigation measures associated with 8600 Wilshire Mixed-Use Development Project (the Project ). The Mitigation Monitoring and Reporting section of this document identifies the potential impacts under each environmental resource that would occur with implementation of the proposed Project. Under each identified resource, the significant adverse impact(s), its corresponding mitigation measure(s), and the implementation and monitoring requirements are discussed. The implementation and monitoring requirements that have been set forth in this MMRP are as follows: Party Responsible for Implementation of Mitigation Implementation Phase Party Responsible for Monitoring Activity Monitoring Activity A sample mitigation monitoring compliance form is provided at the end of this document. For detailed information regarding environmental resource impact methodology and analysis, please refer to the Draft EISIEIR and Final LIR. Throughout the table, various City departments are listed as Responsible Party. Although the City has the ultimate responsibility to ensure compliance with this Mitigation Monitoring and Reporting Plan, the City may delegate certain implementing and/or reporting actions. Monitoring will be done on an independent basis. This final Mitigation Monitoring and Reporting Program contains the mitigation measure language approved by the Planning Commission with the additional mitigation measures identified in the Supplement. Some of the Planning Commission s modifications are not reflected in the Supplement, and the language in this Program shall control Wilshire Mixed-Use Development Project page 7 July 2007 BO785..OOO99568O3v4.doc V 807

43 Mitigation Monitoring and Reporting Program MITIGATION MONITORING AND REPORTING IMPACT MTTIGATION MEASURE IMPLEMENTATION MOORING Aesthetics Al Al exterior lighting shall be shielded in a manner to focus Plan check process prior to permit Community DevefopmenL Building Illumination onto entrances, pathways, landscaping, or onto the issuance; site mspectlon prior to Safety and Planning Divisions building ilsef and not be directed in a manner to cause spiliover occupancy lighting on adjacent residences. A2 Mitigation Measure is no iongernecessary because revisions to the Project contemplated bythe mitigation measure have been made to the Pt*cL A3 The Project shall incorporate design features to lessen the Plan check process prior to permit Commurity Development; Building visual contrast with adjacent commerdal buildings on Wilshire issuance; site inspection prior to Safety and Planning Divisions Boulevard. These features shall inckide reduced building occupancy height an&or increased step back for the fourth and fifth floors of the bulkfmg to give the Pmiect s Wilshire Boulevard façade a more pronounced three-story character consistent with adjacent development and existing zoning requirements, and radings on balconies on the Wilshire Boulevard façade set back a minimum of three feet from the building façade, incorporating planter boxes with foliage between the rading and building façade. A4 The primary source of shadows cast onto the rear yards of Plan check process prior to permit Community Development; Building adjacent residences is the 15+ feet western perimeter wall, as issuance; site inspection prior to Safety and Planning Divisions well as the first floor of the condominium portion of the Prplect occupancy To reduce shadows, these structures shall be set back from the western property line of the proposed Project a minimum often feet The wall may not require setback, and as a substitute, the perimeter wall shall be designed at the minimum height that would block the line-of-sight between the proposed Project townhomes and adjacent residences. Other measures shall Indude wail design features that would allow tile passage of light, but maintain screening between the adjacent land uses WilshIre Mixed-Use Development Project July 2007 B \956803v4,dac Pigs 2 808

44 Mitigation Monitoring and Reporting Program MITIGATION MONITORING AND REPORTING tpact MITIGATiON IASLE IMPI.EMENTATION MONITORING Air Quality AOl Water shall be applied to exposed surfaces in sufficient quantity to prevent generation of dust plumes. A02 Track-out shat not extend 25 feet or more from an active operation, and track-out shall be removed at the conclusion of each workday, Verification and enforecement through Inspection process Verification and enforecement through inspection process Building and Safety Division Building and Safety Division AQ3 A wheel washing system shall be installed and used to remove Verification and enlorecement Building and Safety Division bu material from tires and vehicle undercaniages before vehicles exit the Proiect site, through inspection process AQ4 AU haul trucks hauling soil, sand and other loose material shall Verification and enforecement Building and Safety Dinsion maintain at feast six inches of freeboard in accordance with through inspection process California Vehicle Code Section Geology, Seismicity and Hydrology A05 All haul trucks hauling soil, sand and other loose material shall Verification and enforecement Building and Safety Division be covered (e.g., with tarpsor other enclosures that would through inspection process reduce fugitive dust emissions). A06 Traffic speeds on unpaved roads shall be limited to 15 mites Verification and enforecement Building and Safety Division per hour. through inspection process AC? Operations on unpaved surfaces shall be suspended when Verification and enforecement Building and Safety Division winds exceed 25 miles per hour. through inspection process A08 Heavy-equipment operations shall be suspended during first Verification and enforecement Building and Safety Division and second stage smog alerts. through inspection process A09 On-site stockpiles of debris, dirt or rusty material shall be Verification and enforecement Building and Safety Division covered or watered at least twice per hour. through inspection process GSHI Grading Plans shall be submitted for approval by tie City to Grading plan check prior to permit Building and Safety Public Works ensure the final grades are designed to prevent soil erosion. issuance GSH2 Prior to approval of final plans, the Applicant shall develop Grading plan check prior to pemit Building and Safety Public Works and submit for approval by the City a site-specific Issuance geotechnical study prepared by a registered geotectinical 8600 Wilshire Mixed-Use Development Project July 2007 B \956803v4.doc Page 3 809

45 Mitigation Monitoring and Reporting Program MITIGATION MONITORING AND REPORTING WAPACT MITIGATiON MEASURE IMPtEMENTATION MONITORING engineer to ensure that an applicable building codes and design specifications are Incorporated into the plans. The geotechnical study shall identify design requirements for structures and foundations to maintain structural Integrity to the maximum extent under probable earthquake conditions as determined by the study, mduding but not limited to, strong seismic ground shaking Including the potential for bquefacbon. Land Use GSH3 Structures built on the Project site shall comply with the most Building plan check peer to permit Buiding and Safely current seismic Building Code standards. This mitigation issuance measure will confirm that the construction of dwelling units and infrastructure meet Slate safety requirements. GSH4 Prior to the approval of a residential project located in a Building plan check prior to permit Building and Safety bquefacbon zone, such as the proposed Project, special issuance foundation recommendations shah be provided to mitigate this hazard per the requirements of the California State Geologist as well as the City s current building codes and engineering practices. Possible mitigation recommendations include deep piles occarssons to support the planned structures andtor mechanical densification of subsurface soils prone to kquefacbon. Noise 8600 WilshIre Mixed-Use Development Project July 2007 lo7x5..ooo9\9568o3v4.doc LUI The Beverly Hills General Plan shall be amended to reflect Amendment of General Plan and Department of Community the mixed-use development of the proposed Project. Zoning Code by City Council prior to Development Additionally, the overlay zone shall be instituted wtiich would issuance of any permits include (1) the City s Planned Development requirements, and (2) include objectives of compatibilty with surrounding uses. The Project would then be required to comply with the newly-implemented standards of the Overlay Zone. Ni Construction contracts shall specify that all construction Buding plan check prior to Building and Safety equipment shall be equipped with mufflers and other suitable issuance of permits: inspections noise attenuation devices. Page 4 810

46 Mitigation Monitoring and Reporting Program MITIGATION MONITORING AND REPORTING IPACT UtTIGATIOM ASURE $PI.EJNTAUON MONItORING N2 A temporary noise bamer shalt be placed along the western. InspectIons and enforcement during Building and Safely southern and eastern perimeter of the construction site The construction noise barrier shall have a sound transmission class (SIC) rating of no less than 35 and shall be tel enough to block the fine-of-sight between activities occurring on the construction site and sensitive receptors, and shall remain in place throughout the construction period. The noise barrier shall be subject to approval by the Architectural Commission. N3 M residential units located within 600 feet of the construction Inspections and enforcement during Building and Safety site Shall be sent a notice regarding the construction construction schedule of the proposed Project, The notice shall include a copy of the project s conditions of approval and mitigation measures. A sign, legible at a distance of 50 feet shag also be posted at the construction site. il notices and signs shall indicate the dates and duration of construction activities, as well as provide telephone numbers for the contractor and a contact person at the City where residents can kiquwe about the construction process and register complaints. N4 A noise disturbance coordinator shall be established. The Verify establishment before Community Development Building and disturbance coordinator shall be responsible for responding construction, grading or demolition Safety and Planning Divisions to any local complaints about construction noise. The work commences disturbance coordinator would determine the cause of the noise complaint (e.g., starting too earty, bad muffler, etc.) and would be required to implement reasonable measures such that the complaint is reasonably resolved. Alt notices that are sent to residential units within 600 feet of the construction site, and aft signs posted at the construction site shall list the telephone number for the disturbance coordinator. The noise coordinator shall use best efforts to respond to any complairitwdhin 24-hours from the lodging of the complaint. N5 Construction activities shall not occur between the hours of Enforcement of construction hours; Community Development; Buidling and 6:00 pm. and 700 am. Monday through Friday, before inspections Safety 8:00 am._or after 5:00 pm._saturday. or at anytime on 8600 Wilshire Mixed-Use Development Project July 2007 B07fl5-0009\956803v4doc Page 5 811

47 General Mitigation Monitoring and Reporting Program MITIGATION MONITORING AND REPORTING IMPACT UITIGATIOI MEASURE IMPLEUENTATION MONITOR*IG Sunday WilshIre Mixed-Use Development Project July 2007 BO7$5-OOO99568O3v4.doc N6 Consistent with the City s Commerdal-Residential Enforcementof Restrictions; Community Development; Public Works Transitions Ordinance, delivery and trash trucks strati be tecordation of restriction against prohibited on the Proiect site between the hours of 7:00 pm. Property as part of conditions of and 7:00 an. on weekdays, between 10:00 pm. and approval prior to permit issuance 9:00 am. on weekends and holidays. Wi Prior to construction of the proposed Prcect, the Project Review and approval of Ran by Public Works and Transportation applicant shall develop and submit a Construction Staging Public Works and Transportation and Traffic Management Plan for approval. The Department piror to commencement Construction Staging and Traffic Management Plan shalt of onstruction; enforcement indude the following: 1. Haul Truck Routes, Queue Aias and Deliwnes - The designated truck route for the Profect site shall be Wdshire Boulevard for trucks coming from the east or the west. The primary entry point to the site shall be off of Stanley Onve at the southeast corner of the site, Trucks shat access this entry point on Stanley Drive from the north to and from Wilshire Boulevard. Construction traffic shall not be permitted on Stanley Drive (north of Wlshire Boulevard and south of Chaileville Boulevard). Flag men shall be provided to control truck access to the site to minimize traffic delays and enhance safety. 2. Co IUCIkYI TansportatioWCkculdian - site access and egress shall be located on Stanley Drive. There shall be no site accesslegress points on Wllshire Boulevard. Flag men shall be provided as necessary to minimize delays. 3. Pedestrian Safety - The contractor shall install a construction fence around the site perimeter, complying with City requirements, before excavation begins. The contractor shall be required to mitain a minimum sidewalk width at five Feet on Wlshire Boulevard during the construction period The contractor shall also erect protective sidewalk canopies on Stanley Drive and Page 6 812

48 Mitigation Monitoring and Reporting Program MiTIGATION MONITORING AND REPORTING impact MITIGATION MEASURE IMPLEMENTATION MONItORING Wttshre Boulevard to enhance pedestrian safely along the construction site. A flag man shall be provided whenever trucks entering or leaving the Project site may impede the flow of pedestnan or automotive traffic. 4 Parking Construction worker parking shafl be not be permitted on residential streets and shall be provided in an offsite parking let nearby, and workers shall be shuttled to and from the Project site. The shuttle shati load and unload construction staff near the main gate, which would be on Stanley Drive, near the southeast corner of the site. The shuttle shall operate during the morning starting time and afternoon quitting time. Occasionally, additional trips between the construction site and the off-site parking lot may be required. These trips are expected to have negb1e effect to the surrounding street systems wthin the study area. Whenever feasible construction workers shall park on site in order to afleviate shuttle traffic to and from the project site. TP2 Driveway distance from Wilshire Boulevard, To avoid iing plan check prior to Building and Safety conflicts and possible hazards with vehicles biming issua of permits: inspections southbound onto Stanley Drive from Wdshire Boulevard, the driveway to the proposed project shall be located no less than 40 feet (two car lengths) from the Wilshire Boulevard and Stanley Drive curb return. This measure will likely require the relocation of the Stanley Drive loading dock, as well a possible reconfiguration of the interior parking ramps Wilshire Mixed-Use Development Project July 2007 BO785-lO99568O3v4,doc W3 Location of ADA (Americans With DiSbIIIbeS Act) ASIble Building plan check prior to Building and Safety Parking Spaces. To avoid conflicts and delays directiy at the ance of permits; inspections entrance to the proposed parking garage, the two proposed ADA accessible parking spaces shall be relocated. The Page 7 813

49 Mitigation Monitoring and Reporting Program MITIGATION MONITORING AND REPORTING IMPACT MITIGATION MEASURE IMPLEMENTATiON MONFIORING location of alt accessible parking spaces shall be no less than 40 feet from the entrance to the proposed parking garage. The location of the accessible parking spaces shalt comply with at applicable ADA requirements, W4 Internal Parking Garage Circulation. To ensure efficient and Buiilng plan check prior to Building and Safety safe operations of the proposed parking garage, the backout issuance of permits inspections distance from any parking stall shah be no loss than 26 feet. For two-way ramps between parking levels, the radius and width of ramps shall comply with MSHTO passenger car standai ds to aflow vehicles to pass each other safely while traveling in opposite directions on the ramp. UtilitIes Ui The City shall require, through its Project design and site Plan review process; plan check Community Development Building and plan review process, that all feasible and reasonable prior to permit issuance Safety measures be taken to reduce waler consumption, including, but not mited to, systems using reclaimed water for landscaping (should reclaimed waler become available to the City), drip irrigation, recirculating hot water systems, water conserving landscape techniques (such as mulching, installation of drip Irrigation systems, landscape design to group plants of similar water demand, soli moisture sensors, automatic irrigation systems, clustered landscaped areas to maximize the efficiency of the irrigation system), water conserving kitchen and bathroom ffxtures and apptances, thermostatically controlled mixing valves for baths and showers, and insulated hot water Ines, as per City adopted Uniform Building Code fubc)requwements. U2 Consultation between the Community Development Verify utility avallabitity prior to Public Works; Community Development Department and the Public Works Department shaff be permit issuance required tot the proposed Prplecl to determine whether the Project site would have sut6cient utibty supplies available to serve the proposed_development 8600 Wilshire Mixed-Use Development Project July 2007 BO785-OOO9\56SO3v4.doc Page 8 814

50 Mitigation Monitoring and Reporting Program IMPACT METIGATION MEASURE IMPLEMENTAT)ON MONITORiNG U3 For the condominium homes and the retait portion of the Building plan check pnor to penmt Building and Satety proposed Project, commercial size bash compactors shall Issuance be installed. Throughout the table, the City Departments are listed as Responsible Party Nmough the City has the ultimate legal responsibility to ensure compliance with this tibgaiton Monitoring and Reporting Plan, the City may delegate certain implementing an&or reporting actions. Moniledng will be done on an independent basis Wilshire Mixed-Use Development Project July 2007 BO785-0OO9\95&SO3v4do Page 9 815

51 APPENDIX A SAMPLE COMPLIANCE FORM 816

52 Mitigation Monitoring and Reporting Program 8600 WILSHIRE MIXED.USE DEVELOPMENT PROJECT MITIGATION MEASURE MONITORING COMPLIANCE FORM Reporting Period: [3 Pre-Construction [3Construction [1 Post-Construction Report Date: Mitigation Measure: Has the Mitigation Measure been implemented? LiVes [JNo Notes: Is further action or monitoring required? [3Yes ENo If yes, describe: Is consultation with outside agencies required? [3Yes []No If yes, identify agency: Has consultation with outside agency been completed? tlyes flno Monitoring Verified By: 8600 Wilshire Mixed Use Development Project page A-I July 2007 B \956803v4.doc 817

53 EXHIBIT C STREET TREE MITIGATION PLAN OF THE RECREATION AND PARKS DEPARTMENT B t/

54 PAX 31O)QiS-14S 1 ( ( S at I faizorafclpeveriv-hflls.ca.us If you are in need of further assistance. Contact the Department of Recreation and Parks Urban Forest SupervIsor at (310) at hitp!lww2.cherfloalgn.lsa-arbor.comtqonsurner(values,hfrrtt To learn more about the valuation of trees, visit: htlofiwwwjss-erborcomiarbcrlstsiarbseprch.htmj TOb access a listing of ISA Certified Arborists in your area, visit: 2. it the well being of the tree at trees Is suspected to be impacted or deemed unavoidable; a 3. An offer of bond that Is consistent with the value of the tree or frees based upon the previously descrtbed valuation of the free or trees by an ISA Certified Arbotist. 4. The ISA certification number and contact irtformatiort for the ISA Certified Arborist assisting with the project mitigation plan. - twenty four (24) months after the time the tree or trees are re-installed Into the site. with the InstallatIon of a forty-eight (48) inch box size should the tree or trees decline within submitting the plan. This proposal should Include a contingency plan to replace the tree(s) Elements of the mitigation plan should Inctude: any tree or trees should Include a resume of experience specific to tree moving from the firm will be taken to protect the tree or trees that may be impacted by construction activities, for the duration of the project. Certified Arborist using the standard veittation method recognized by the tsa. 1. Denltlon of what can be done to avoid any Impact on the tree or trees, as well as what steps trealmeni This valuation should be performed by an tntemattonal Society of Arboricuiture (ISA) proposed project if more than one tree ts Involved, each tree shoutd be valued In a separate been compteted should be submitted. Any proposal for the boxing, care and re-lnstailatlon of proposal to box, maintain and re-install the tree or trees after construction activities have trees. This plan should include a valuation of the tree or trees that may be Impacted by the A mitigation plan should focus on retaining and protecting an existing City and!or protected tree or tree or trees will be affected during the construction process (a mitigation plan) should accompany the original plan submtttai. works to alleviate1 or minimize, the potential that the health and vigor of a City andlor protected construction, andior like tree or trees In close proximity to the construction site1 that may be The applicant should Identify any City anwor protected tree or trees within the proposed area of impacted. The location of these frees should be noted on the Initial plan submittal. A plan that mitigation plan as it relates to City trees that may be impacted by the proposed activities Included In this project. your regard for our City trees as you contemplate your projecl We look fosward to reviewing your The City of BeverLy Hills and Lis Residents hold our urban breslin high regard. We appreciate Trees and Construction CTTY 01 BZvERLY HILLS LAtECDPAAT.srmiouztmt 819

55 EXHIBiT D GREEN BUILDING CHECKLIST /

56 Green BuildinglSustainability CheckUst City of Beverly Hills New Commercial and Multi-Family Development - Final Project Name: Project Address: Project Pt. Minimum Certified Points Reauired (26 Points). I Jstainable Sites C.E. C.E. OWNER OWNER ARCH. ARCH. ARCH. C.E. C.E. C.E. C.E. C.E. C.E,/ARCH. CE.!ARCH. E.E. i:._ Construction Activity Pollution Prevention Stormwater Design Requirement Development Density & Community Connectivity Brownfield Redevelopment Alternative Transportation, Public Transportation Access Alternative Transportation, Bicycle Storage & Changing Rooms Alternative Transportation, Low-Emitting & Fuel- Efficient Vehicles Alternative Transportation. Parkinq Capacity Site Development. Protect of Restore Habitat Site Development, Maximize Open Space Stormwater Design, Quantity Control Stormwater Design, Quality Control Heat Island Effect, Non-Roof Heat Island Effect, Roof Light Pollution Reduction 14 Points Required Required I I 1 1 5$ P ss SS 4.f 5S4.2** $5 4.3 SS 4.4 SS 5.1 SS 5.2 SS6.1** SS6,2** SS7.2** SS 8 Water Efficiency. 5 Ponts tanoscape Water Efficient Landscaping, Reduce by 50% 1 WE 1.1 Water EfficIent Landscaping, No Potable Use or No LANDSCAPE Irrigation WE 1.2** M.E. Innovative Wastewater Technologies 1 WE 2 M.E. Water Use Reduction, 20% Reduction I WE 3j** M.E. Water Use Reduction, 30% Reduction 1 WE 3.2,Enery & Atmosphere. I 821

57 Environmental COMM. Fundamental Commi Systems lent COMM. M.E. M.E. OWNER liuijle!) Enhanced Commissioning Enhanced Refrigerant Management Measurement & Verification Green Power Materials & Resources f3 Points ARCH. Storage & Collection of Recyclables Required MR P1 Building Reuse, Maintain ARCH 75% of Existing Walls, Floors &Roof MR 1 ARCH. Building Reuse, Maintain 100% of Existing Walls, Floors & Roof 1 MR ARCH Building Reuse, Maintain 50% of Interior Non-Stwctural Elements 1 MR 1 CONT. CONT Construction Waste Management, Divert 50% from Disposal Construction Waste Management, Divert 75% from Disposal 1 MR 2.1** MR 2 2** ARCH. Materials Reuse, 1 MR 3f** ARCH. Materials Reuse,10% 1 MR 3.2 PCH. Recycled Content, 10% (post-consumer + 1h preconsumer) 1 MR 4.1 ARCH. Recycled Content, 20% (post-consumer + % preconsumer) MR 4.2** ARCH Regional MaterIals, 7 0% Extracted, Processed & Manufactured Regionally MR 5 ARCH Regional MaterIals, 20% Extracted, Processed & Manufactured Regionally 1 MR 5 ARCH. Rapidly Renewable Materials 1 MR 6 ARCH. Certified Wood I MR 7 Indoor Environmental Quality.15jnt& M.E. {MinimurntAQ Performance Required EQ PJ LEED AP - Tobacco Smoke (E1) Control jrequired EQ P2* ME. Outdoor Air Delivery Monitoring 1 EQ 1 M.E. Increased Ventilation 1_ EQ 2 Construction IAQ Management Plan, During CONT. 1 EQ 3. Construction 822

58 - M.E. Low-Emitting 1 - CONT. Construction IAQ Management Plan, Before Occupancy - 1 EQ ARCH. Materials, Adhesives & Sealants 1 EQ 4.1 ARCH. Low-Emitting Materials, Paints & Coatings 1 EQ4.2 ARCH. Low-Emitting Materials, Carpystems 1 EQ 4.3 ARCH Low-Emitting Materials. Composite Wood & Agnfiber Products 1 EQ 4 4** LEED AP Indoor Chemical & Pollutant Source Control 1 EQ 5 M.E. Controllability of Systems, Lighting 1 EQ 6.1w M.E. Controllability of Systems, Thermal Comfort 1 EQ 6.2** M.E. Thermal Comfort, Dgn 1 EQ 1I Thermal Comfort, Verification EQ 7.2 ARCH. Dayjght & Views, Daylight 75% of Spaces 1 EQ 8.1 ARCH. Daylight & Views, Vws for 90% of Spaces 1 EQ8.2 Innovation & Design Process 5 Eot ALL PROFS Innovation in Design Provide Specific Title 1 ID 1 f ALL PROFS. Innovation In Desjgn: Provide Specific Title 1 * ID1T ALL PROFS. Innovation in Design: Provide Specific Title ID I.3k ALL PRQFS. tnnovation In Design: Provide Specific Title 1 ID1.4 LEEDAccredited Professional I ID 2** Project Totals (Pre-certification estimates) Certified points; Silver points; Gold points; Platinum points Refers to LEED Source Book for New Constwction for Intent and Requirement of each category 823

59 Planning Commission Report 8600 Wilshire Boulevard March 28, 2079 ATTACHMENT M Ordinance (November 13, 2007) 824

60 ORDINANCE NO AN ORDINANCE Of THE CITY OF BEVERLY HILLS ESTABLISHING A MIXED-USE PLANNED DEVELOPMENT OVERLAY ZONE AND REGULATIONS PERTAINrNG THERETO, AMENDiNG THE BEVERLY HILLS MUNICIPAL CODE AND APPLYING THE OVERLAY ZONE TO PROPERTY LOCATED AT 8600 WILSHIRE BOULEVARD ORDAINS AS FOLLOWS: THE CITY COUNCIL OF THE CITY Of BEVERLY HILLS HEREBY Section 1. Article 19.8 is hereby added to Chapter 3, Title 10 of the Beverly Hills Municipal Code to read as follows: Article 19.8 Mixed-Use Planned Development Overlay Zone (M-PD-3) M-PD-3 Zone created Application of M-PD-3 Zone Objectives of the M-PD-3 Zone Definitions Uses permitted Restrictions Applicability of underlying zone regulations Height limitations Density ParkIng, access & circulation Setbacks Loading and ancillary facilities Outdoor living space required Rooftop uses Compatibility standards Application of transitional operational standards. B /

61 M-PD-3 Zone created. There is hereby created an overlay zone designated as the Mixed-Use Planned Development Overlay Zone (M-PD-3) Application of M-PD-3 Zone. The M-PD-3 Zone shall apply to the following areas, as shown on the Mixed-Use Planned Development Map, a copy of which is on file in the Department of PLanning and Community Development and attached as Exhibit A to this Ordinance: All those parcels located on the southwest corner of Wilshire Boulevard and Stanley Drive, bounded by Wilshire Boulevard on the north, Stanley Drive on the east, Charleville Boulevard on the South Objectives of the M-PD-3 Zone. The objectives of the M-PD-3 Zone shall be as follows: (A) To ensure that mixed-use development in the M-PD-3 Zone will not adversely affect existing and anticipated development in the vicinity and will promote harmonious development of the area. (B) To provide for mixed-use development that is compatible with the scale and massing of the surrounding neighborhood, through appropriate height, modulation, upper-story setbacks, other similar measures, or any combination thereof (C) To provide pedestrian-friendly amenities along the street level, and setbacks that are generally consistent with other development along Wilshire Boulevard and along Stanley Drive between Wilshire Boulevard and Charleville Boulevard, and along Charleville Boulevard between Stanley Drive and Carson Road. (D) To ensure that mixed-use development in the M-PD-3 Zone will not create any significant, adverse traffic safety hazards, pedestrian-vehicle conflicts, or pedestrian safety hazards and will minimize impediments to vehicular circulation and pedestrian safety. (E) To foster uniform planning and development of all parcels in the M-PD-3 Zone to ensure unified development in the overlay zone. (F) To protect the public health, safety, or welfare /

62 DefinItions. Unless the context plainly requires otherwise, the following definitions shall govern this Article: (A) Planned development shall mean a development that is approved pursuant to the procedures of Article 18.4 of this Chapter. (B) Entertainment use shall mean any entertainment, other than live musical accompaniment to dining as defined in Section of this Chapter, and shall include, but not be limited to, movie theaters, playhouses, video arcades, cabarets, nightclubs, adult entertainment businesses, and similar uses $0.04. Uses permitted. No lot, premises, building or portion thereof in the M-PD-3 Zone shall be used for any purpose except those approved by the Planning Commission as part of a planned development pursuant to Article 18.4 of this Chapter Restrictions. The following restrictions shall apply to mixed-use developments in the M-PD-3 Zone: (A) No establishments whose primary purpose or business is to sell alcoholic beverages for on-site consumption, otherwise referred to as bars, may be included in a mixed-use development. (B) No medical uses may be included in a mixed-use development. (C) No entertainment uses including, but not limited to, cabarets, nightclubs, and adult entertainment businesses, may be included in a mixed-use development. (D) Residential uses included as part of a mixed-use development shall be permitted in all portions of the development regardless of the underlying zone, except that residential uses shall not be permitted within the first forty feet (40 ) of the first floor facing arterial roadways such as Wilshire Boulevard, measured from the building facade. (E) Commercial uses included, as part of a mixed-use development shall only be permitted in those portions of the development in which the underlying zone is a commercial zone. B l/

63 (F) Notwithstanding any other provision of this Title, the Planning Commission may permit the combination of residential uses and residential and commercial parking facilities on a lot in either the R-1 or C-3 Zone in conjunction with the approval of a mixed-use development through a planned development permit pursuant to Article ISA of this Chapter. (G) The Planning Commission shall have authority through conditions imposed on a Planned Development to prohibit other uses as, on a use by use basis, if it deems appropriate Applicability of underlying zone regulations. Except as otherwise specifically provided in this Article for mixed-use developments, development in an M-PD-3 Zone shalt comply with the zoning regulations applicable to the underlying zone. Nothing in this Article shall require a development to comply with the provisions of the M-PD-3 overlay zone if the development fully conforms to the requirements of the underlying zone Height limitations. No mixed-use development shall be constructed, altered, or enlarged in the M-PD-3 zone except in accordance with the following height restrictions: (A) Commercial Component. No building, structure, improvement, or any part thereof, erected constructed or maintain as part of the commercial component of a mixed-use development in the M-PD-3 Zone shall not exceed sixty-one feet (61 ) in height, measured as set forth in this Chapter, or five (5) stories, whichever is less, (3) Residential omponent. No building, structure, improvement, or any part thereof, erected constructed or maintain on any part of the project in the R-l Underlay Zone shall exceed thirty three feet (33 ) in height, with a pitched roof, measured as set forth in this Chapter, or three (3) stories, whichever is less. (C) Unoccupied Architectural features. Notwithstanding any other provision of this Code, unoccupied architectural features in portions of the project subject to the C-3 underlying Zone such as skylights and clerestories may exceed the height limits established by this Section by not more than ten feet (10 ) in height if such unoccupied architectural features are approved by the Planning Commission as part of a planned development pursuant to Article 18.4 of this Chapter and do not exceed thirtythree percent (33%) of the roof area upon which they are located and no such feature exceeds or intersects a line projecting from the perimeter of the roof upward at an angle of forty-five degrees (450) from the horizontal /

64 Density. (A) Maximum Floor Area Ratio. Notwithstanding any other provision of this Code, a mixed-use development in the M-PD-3 Zone, including all components, shall have a maximum aggregate floor area ratio no greater than 2.0:1. Above-grade parking facilities shall not be considered when calculating the floor area ratio of a mixeduse development pursuant to this Section, provided the parking complies with the requirements of Section (C) of this Article. (B) Maximum Commercial Floor Ar, The maximum permitted floor area devoted to commercial uses in the M-PD-3 Zone shall be six thousand, three hundred and sixty-three (6,383) square feet. (C) Maximum Numberof Residential Units. The number of residential units that may be included in a mixed-use development in the M-PD-3 Zone shall not exceed three dwelling units with a maximum floor area of 8500 square feet in totality (approximately 2,800 square feet per unit) in an area with an underlying zone of R-l, and twenty-one (21) dwelling units in an area with an underlying zone of C-3. Notwithstanding, in the area with an underlying zone of C-3, a project may incorporate two additional residential units, if those residential units are deed restricted units available for moderate income households for the longest term feasible, with a minimum size of 750 square feet per affordable unit, for a total number of 23 units in 33,230 square feet of area in the underlying zone of C Parking, Access & Circutation. Notwithstanding any other provision of this Code, parking for mixed-use developments located in the M-PD-3 Zone shall be provided in accordance with this Section. (A) A mixed-use development shall provide parking for the commercial and residential components that can be physically separated. Notwithstanding the foregoing, the Planning Commission may permit, as part of a Planned Development, access between parking facilities for the commercial and residential components if it finds that such access would advance the objectives of the M PD-3 Zone as set forth in Section of this Article. (B) Parking for all uses in a mixed use development shall be provided in accordance with the applicable provisions of this Chapter, untess otherwise modified by the Planning Commission through a Planned Development. (C) If parking is provided above ground, all parking, except for driveways and access to loading areas, shall be located behind building space that is dedicated to a permitted use other than parking, which building space shall be a minimum of forty (40) feet deep as measured from the building facades facing public streets, to /

65 prevent direct visibility from adjacent streets unless otherwise approved by the Planning Commission through a Planned Development. (0) The parking component of a mixed-use development in the M-PD 3 Zone shall be as approved as part of a Planned Development Setbacks. setbacks: Mixed-use developments in the M-PD-3 Zone shall maintain the following (A) Wilshire Boulevard (front) setback. No minimum setback shall be required from the property line along the Wilshire Boulevard frontage of the commercial component of a mixed-use development in the M-PD-3 Zone. Any encroachment into the public right-of-way for planters or architectural features shall require approval from the City Council. (B) Stanley Drive (Street side) setback. A minimum setback of nine feet, eleven and 7/8 inches ( /8 ) shall be required from the street side property line along the Stanley Drive frontage of the residential (R-l underlay zone) component of a mixed-use development in the M-PD-3 Zone, and there shall be no minimum setback required along the Stanley Drive frontage of the commercial component of the mixed use development. (C) Charleville Boulevard (street side) setback. A minimum setback of ten feet, three and 3/4 inches (10 3-3/4 ) shall be required from the street side property line along the Charleville Boulevard frontage of a mixed-use development in the M-PD-3 Zone. (D) Side setback fronting Charleville. The side setback for any residential uses fronting Charleville adjacent to R-1 property to the west shall be a minimum of thirty feet, three inches (30-3 ) inches from the western property line Loading facilities. Except as otherwise provided in this Section, loading facilities for mixed use developments in the M-PD-3 Zone shall be provided in accordance with Sections through inclusive of this Chapter, or as otherwise approved as part of a Planned Development

66 Outdoor living space required. The residential components of all mixed-use developments in the M-PD-3 zone shall provide outdoor living space in accordance with the requirements of Section of this Chapter, or as otherwise approved as part of a Planned Development Rooftop Uses. Rooftop uses shall be prohibited Compatibility Standards. The following design standards shall be incorporated into all mixed-use developments in the M-PD-3 Zone; (A) Noise Attenuation: (I) All dwelling units shall be constructed with double-glazed glass windows. (2) The exterior walls of all dwelling units, and any interior waits or floor/ceilings that separate dwelling units from commercial uses shall comply with the sound transmission standards set forth in Sections 1208 and 1208A of the Uniform Building Code, as amended by the 1998 California Building Code, or their successors. (3) All dwelling units shall be equipped with internal air conditioning, and state of the art air cleaning/filtering devices. (B) Odors: Air conditioning systems for the residential component shall be located and designed in a manner sufficient to prevent adverse impacts from odors generated by the commercial component Application of transitional operational standards. Unless otherwise provided in this Article, all uses in a mixed-use development shall comply with the general operational requirements set forth in Section of Article 19.5 of this Chapter /

67 Section 2. The proposed ordinance has been environmentally reviewed pursuant to the provisions of the California Environmental Quality Act (Public Resources Code Sections et seq. ( CEQA ), the State CEQA Guidelines (California Code of Regulations, Title 14, Sections et seq.), and City s Local CEQA Guidelines. An Environmental Impact Report was prepared in connection with the project of which this Ordinance is a part. The City Council has certified the Final Environmental Impact Report f FEIR ) and made environmental findings in connection with the Ordinance in Resolution No.07 R 12444, including adopting a Mitigation Monitoring Program, and those findings are incorporated herein by this reference. Section 3. The official zoning map of the City is hereby amended to apply the Mixed-Use Planned Development Overlay Zone (M-PD-3) to the property known as 8600 Wilshire Boulevard, Beverly Hills, as described in the legal description attached hereto as Exhibit A, and incorporated herein by reference. Section 4. If any section, subsection, subdivision, sentence, clause, phrase, or portion of this Ordinance or the application thereof to any person or place, is for any reason held to be invalid or unconstitutional by the final decision of any court of competent jurisdiction, the remainder of this Ordinance shall be deemed repealed and the underlying zone shall control as to each property to which the Mixed-Use Planned Development Overlay Zone (M-PD-3) has been applied. B l/1005?

68 Section 5. 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 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 6. 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: November 13, 2007 Effective: December 14, 2007 Mayor of the City of Beverly Hills, California ATTEST: BYRO OP City Cle (SEAL) /

69 Chief Assistant City Attorney ROUAZ B / APPROVED AS TO FORM: APPROVED AS TO CONTENT: VINCENT P. BER 1, AIC? Director of Planning & Community Development 834

70 EXHIBIT A Lega1 Description] B07$5.000l/

71 APN: and and 99 of Maps, In the Officeof the Count, Recorder of said County. Lot 689 of Tract No %988 In the City of Beverly Hills, as per map recorded In Book 54 Pages 98 PARCEL B: Book 54:Pagès 98 and 99óf Maps, In the Office of thecouflty Recorder of said County. Lots 686, 687and688 of Ttact No. 4988,in the City of Beverly Hills, as per map recorded In PARCEL A: fotkws: Real propeity in the City of Beverly Hills, County of Los Angeles, State of California, described as The land referred to in this policy Is described as follows: 836

72 Planning Commission Report 8600 Wilshire Boulevard March 28, 2079 ATTACHMENT N Ordinance (November 13, 2007) 837

73 ORDINANCE NO AN ORDINANCE OF THE CITY OF BEVERLY HILLS APPROVING A DEVELOPMENT AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND WILSHIRE COLONIAL PARTNERS, LLC, FOR CONSTRUCTION OF A MIXED-USE PROJECT AT 8600 WILSHIRE BOULEVARD THE CITY COUNCIL OF THE CITY OF BEVERLY HILLS HEREBY ORDAINS AS FOLLOWS: Section 1. The City of Beverly Hills ( City ) and Wilshire Colonial Partners, LLC ( Developer ) desire to enter into that certain development agreement (the Development Agreement herein), attached to this Ordinance as Exhibit A in connection with the construction of a mixed-use development generally consisting of 6,383 square feet of ground floor retail/commercial space and a maximum of 26 residential condominium units, two of which will be affordable, at property located at 8600 Wilshire Boulevard (the Project ). Section 2. The Development Agreement has been environmentally reviewed pursuant to the provisions of the California Environmental Quality Act (Public Resources Code Sections et seq. ( CEQA ), the State CEQA Guidelines (California Code of Regulations, Title 14, Sections et seq.), and the City s Local CEQA Guidelines. An Environmental Impact Report was prepared in connection with the Project. The City Council has certified the Final Environmental Impact Report ( FEIR ) and made environmental findings in connection with the approval of the Project, including this Development Agreement, and adopted a Mitigation Monitoring and reporting program for the Project, as hilly set forth in Resolution No. 07-R , adopted by the City Council on November 13, That Resolution is incorporated herein by reference, and made a part hereof as if fully set forth herein. B \ v1.doc - I - 838

74 Section 3. On March 8, 2007, the Planning Commission conducted a duly noticed public hearing to consider the Development Agreement and the Project. Notices of the time, place and purpose of public hearing were duly provided in accordance with California Government Code Sections 65867, and Section 4. On June 19, 2007, July 24, 2007, October 2, 2007 and October 16, 2007, the City Council conducted a duly noticed public hearing to consider the Development Agreement and the Project. Notices of the time, place and purpose of the public hearing were duly provided in accordance with California Government Code Sections 65867, and Section 5. The provisions of the Development Agreement are consistent with the City of Beverly Hills General Plan and comply with its objectives and policies including the objective of developing standards for mixed commercial and residential uses. The Development Agreement implements the terms of the General Plan and City ordinances, including a General Plan Amendment processed in connection with the Project to change the land use designation of the project site from Commercial to Mixed-Use, and does not allow development except in conformance with the General Plan, as amended. Section 6. The City Council hereby approves the Development Agreement and authorizes the Mayor to execute the Development Agreement on behalf of the City \ v1.doc

75 Section 7. No later than ten (10) days after the effective date of this Ordinance, the City Clerk shall record with the County Recorder a copy of the Development Agreement and the notice shall describe the land to which such contract applies. Section 8. 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 of the Government Code; shall certify to the adoption of this Ordinance and shall cause this ordinance and this certification, together with proof of publication, to be entered in the Book of Ordinances of the Council of this City. Section 9. Effective Date. This Ordinance shall go into effect and he in MI force and effect at 12:01 a.m. on the thirty-first (31st) day after its passage. Adopted: November 13, 2007 Effective: December 14, 2007 IMMY ELSHAD Mayor of the City of Beverly Hills, California ATTEST: BYRCJNPE ity.a fry.. (SEAL) \ v1.doc

76 APPROVED AS TO FORM: APPROVED AS TO CONTENT: ROXANNE Chief Assistant City Attorney Director of Community Development B \ v I.doc

77 EXHIBIT A DEVELOPMENT AGREEMENT \ v 1.doc

78 RECORDING REQUESTED BY: CITY OF BEVERLY HILLS AND WHEN RECORDED MAIL TO: City of Beverly Hills Attention: City Attorney s Office 455 North Rexford Drive, Room 220 Beverly Hills, CA DEVELOPMENT AGREEMENT THIS DEVELOPMENT AGREEMENT (the Agreement ) is made effective as of 2007, by and between the CITY OF BEVERLY HILLS, a California municipal corporation (the City ), and Wilshire Colonial Partners, LLC, a California Limited Liability Company (the Developer ). The City and Developer are individually referred to herein as a Party and collectively referred to as the Parties. RECITALS This Agreement is made and entered into with regard to the following facts, each of which is acknowledged as true and correct by the Parties to this Agreement: A. Developer is the fee owner of that certain real property located in the City of Beverly Hills, California and described in Exhibit A attached hereto and incorporated herein by reference; and B. Developer desires to construct the Project (as hereafter defined); and C. Developer has applied to the City for approval of this mutually binding Agreement, pursuant to the provisions of the Development Agreement Act (as hereinafter defined) and other applicable laws; and D. In anticipation of the development of the Project, Developer has made application to the City (in its governmental capacity) for certain approvals, entitlements, findings and permits required for the development and construction of the Project, including, without limitation (i) application for a general plan amendment, planned development, zone change and vesting tentative tract map; and (ii) application for a development agreement for the Project under the Development Agreement Act; and /

79 E. The Developer has, as of the Effective Date of this Agreement, received approval of the Project Approvals (as hereinafter defined) allowing the development and construction of the Project; and F. The City Council has specifically considered and approved the impact and benefits of this Project upon the welfare of the City; and G. This Agreement eliminates uncertainty in planning and provides for the orderly development of the Project in a manner consistent with the City s Official Zoning Regulations, the Applicable Rules (as hereinafter defined) and the General Plan; and H. To provide such certainty, the City desires, by this Agreement, to provide the Developer with assurance that the Developer can proceed with development of the Project with the uses, density and other land use characteristics specified in the Project Approvals. The Developer would not enter into the Project Agreement, or agree to provide the public benefits and improvements described therein without the City s agreement that the Project can be developed, during the term of this Agreement, with the uses, density and other land use characteristics specified in the Project Approvals; and I. The City has determined that, as a result of the development of the Project in accordance with the Project Approvals and this Agreement, substantial benefits will accrue to the public, including without limitation, the provision of housing, including two affordable units for Moderate Income Households, the development of a mixed-use project on four lots, three of which are vacant, and a monetary contribution to the City; and J. On March 8, 2007, pursuant to the requirements of the Development Agreement Act, the Planning Commission of the City of Beverly Hills conducted a hearing on the Developer s application for this Agreement; and K. On June 19, 2007, July 24, 2007, October 2, 2007 and October 16, 2007, pursuant to the requirements of the Development Agreement Act, the City Council of the City of Beverly Hills (the City Council ) conducted a hearing on the Developer s application for this Agreement; L. The City Council has found and determined that this Agreement is consistent with the City s General Plan, as amended by the Project Approvals, and all other plans, policies, rules and regulations applicable to the Project; M. On November 13, 2007, the City Council adopted Ordinance No. approving this Agreement, and such ordinance became effective on 2007; N. By Resolution No. adopted by the City Council on November 13, 2007, the City Council reviewed and certified, after making appropriate findings, a Final Environmental Impact Report for the Project dated April 2006, including the Supplement to the ER dated June 2007, that contemplates this Agreement. B /

80 AGREEMENT NOW THEREFORE, pursuant to the authority contained in the Development Agreement Act, as it applies to the City, and in consideration and the mutual promises and covenants herein contained and other valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows: 1. Definitions. For all purposes of this Agreement, except as otherwise expressly provided herein, or unless the context of this Agreement otherwise requires, the following words and phrases shall be defined as is set forth below: (a) Affordable Housing Agreement means an agreement between Developer and City for the provision of two Designated Units in the form attached hereto as Exhibit B, incorporated herein by this reference. (b) Affordable Housing Cost means a housing cost which is calculated pursuant to California Health and Safety Code Section , as amended from time to time, and the regulations adopted by the California Department of Housing and Community Development pursuant to Section , as such regulations may be amended from time to time. (c) Affordable Sales Price means a price that does not exceed an amount such that the Qualified Purchaser s aggregate monthly payment for Housing Costs does not exceed the Affordable Housing Cost. (d) Applicable Rules means the rules, regulations, ordinances, resolutions, codes, guidelines, and officially adopted procedures and official policies of the City governing the use and development of real property, including, but not limited to, the City s Official Zoning Regulations and building regulations, adopted as of the Effective Date of this Agreement. Among other matters, the Applicable Rules set forth and govern the permitted uses of land, the density or intensity of use, subdivision requirements, the maximum height and size of proposed buildings, parking requirements, setbacks, and development standards, the provisions for reservation or dedication of land for public purposes, and the design, improvement and construction guidelines, standards and specifications applicable to the development of the Property. (e) CEQA means the California Environmental Quality Act (California Public Resources Code Section et seq.), as it now exists or may hereafter be amended. (1) Change of Control shall Change of Control shall refer to a transaction whereby the transferee acquires a beneficial ownership interest in the Developer such that after such transaction there is a change of identity of the person or entity that has the power to direct or cause the direction of the management and policies of the Developer, whether through the ownership of voting securities, by contract or otherwise. However, neither of the following shall trigger the EMS Fcc: (i) appointment or replacement of a non-owner manager nor (ii) the designation of an Existing Owner as a managing member of a successor Developer so long as the EMS Fee shall have been paid in connection with the acquisition of the Property by the successor Developer and the designee was an Existing Owner at the time of such acquisition. B /

81 (g) Conditions of Approval shall mean those conditions of approval imposed by the City upon the Project Approvals. (h) Designated Units shall mean a dwelling unit that will be offered for sale exclusively to an Qualified Purchaser at an Affordable Sales price pursuant to the Affordable Housing Agreement. (1) Developer Fees shall mean those fees established and adopted by City with respect to development and its impacts pursuant to applicable governmental requirements, including Section et seq., of the Government Code of the State of California, including but not limited to impact fees, linkage fees, exactions, assessments or fair share charges or other similar impact fees or charges imposed on or in connection with new development by the City. Developer Fees does not mean or include Processing Fees. (j) Development Agreement or Agreement means this Agreement. (k) Development Agreement Act means Article 2.5 of Chapter 4 of Division 1 of Title 7 (Sections through ) of the California Government Code. (I) Discretionary Action(s) or Discretionary Approval(s) means an action which requires the exercise ofjudgment, deliberation or discretion on the part of the City, including any board, agency, commission or department and any officer or employee thereof, in the process of approving or disapproving a particular activity, as distinguished from an activity which is defined herein as a Ministerial Permit or Ministerial Approval. (m) Effective Date of this Agreement shall mean the date this Agreement is fully executed by the Parties, provided the ordinance adopting this Agreement is in effect, fully executed, and is recorded in the official records of the Los Angeles County Recorder. (n) EIR shall mean the final Environmental Impact Report (State Clearing House No ), which was prepared, circulated and certified in accordance with applicable law, including, without limitation, CEQA, including the Supplement to the Environmental Impact Report dated June ER Mitigation Measures shall mean the mitigation measures imposed upon the Project pursuant to the ER and the Conditions of Approval. (o) Environmental Mitigation and Sustainability Fee shall mean the fee defined in Section 10(g) and, in addition to the amount set forth in Section 10(g), shall include any costs incurred by the City in connection with the foreclosure of any lien, including attorneys fees, attorneys fees incurred by City in connection with any bankruptcy of the applicable seller, and interest at 10 percent per annum (but not in excess of the maximum amount permitted by law) on such unpaid fees. (p) Excess Parking Spaces shall mean the nine (9) spaces to be granted to the City for its own exclusive use or that of its tenants, invitees and/or general public ( designees ) as set forth in this Agreement and the easement set forth in Exhibit C. (q) General Plan means the General Plan of the City, as it exists as of the Effective Date of this Agreement. B /

82 (r) Housing Cost shall have the meaning ascribed in Section 6920 of Title 25 of the California Code of Regulations, as such regulation may be amended from time to time. (s) Ministerial Permit(s), or Ministerial Approval(s) means a permit or approval, including, but not limited to, building permits, grading permits, zone clearances, and certificates of occupancy, which requires the City, including any board, agency, commission or department or any officer or employee thereof, to determine whether there has been compliance with applicable rules, statutes, ordinances, conditions of approval, and/or regulations, as distinguished from an activity which is included in the definition of Discretionary Action or Discretionary Approval. (t) Moderate Income Households means households whose income is between eighty percent (80%) and one hundred twenty percent (120%) of the area median income, adjusted for family size, as determined by regulations adopted by the California Department of Housing and Community Development pursuant to Health and Safety Code Sections and 50093, as such statutes and regulations may be amended from time to time. (u) Processing Fees means all processing fees and charges required by the City and applied uniformly to all construction or development related activity including, but not limited to, fees for land use applications, building permit applications, building permits, grading permits, encroachment permits, subdivision or parcel maps, lot line adjustments, street vacations, inspcction fees, certificates of occupancy and plan check fees. Processing Fees shall not mean or include Developer Fees. (v) Approvals. Project means the development of the Property as described in the Project (w) Project Approvals shall include, collectively, a General Plan Amendment, Zoning Code Amendment, Planned Development Permit, Vesting Tentative Tract Map ( Tract Map ), architectural review and encroachment permit(s), approved by the City with respect to the Project, including the CEQA actions and all conditions of approval, and shall include any Subsequent Project Approvals (as hereinafter defined). (x) Property means the real property described on Exhibit A. (y) Qualified Purchaser means an individual whose household is a Moderate Income Household. (z) Reserved Powers means the rights and authority excepted from this Agreement s restrictions on the exercise of City s police powers, as defined in Section 9 of this Agreement. (aa) Sales Transaction means any transaction evidenced by the recording of a conveyance document that conveys the Property, or any subdivided portion of the Property, and which conveyance would be subject to, and not exempt from, the Los Angeles County Documentary Transfer Tax (Los Angeles County Code, Chapter 4.60) or the City of Los Angeles Real Estate Transfer Tax (Los Angeles City Municipal Code, Chapter 2, Article 1.9) as those B /

83 taxes existed on the Effective Date of this Agreement. A transaction whereby the possession of all or a portion of the Property is transferred but the seller retains the title as security for the payment of the price shall be deemed a Sales Transaction. Notwithstanding the foregoing, a transfer of all or a portion of the Property as a result of a judicial or non-judicial foreclosure, or by deed in lieu of foreclosure, initiated by a Mortgagee (as defined in Section 24 below), shall not be deemed a Sales Transaction. For the purposes of triggering the EMS Fee only, a Sales Transaction shall include (i) any sale, assignment, or transfer of fifty percent (50%) or more of the beneficial ownership interest in Developer, whether in one transaction or a series of transactions, provided however, that any transfers of ownership interests among the owners (or the beneficial owners of such owners) of any successor Developer hereunder (each an Existing Owner ), shall not be deemed a Sales Transaction so long as the EMS Fee shall have been paid in connection with the acquisition of the Property by such successor Developer and the transferee was an Existing Owner at the time of such acquisition, or (ii) any Change of Control. (bb) Subsequent Land Use Regulations means any change in or addition to the Applicable Rules adopted after the Effective Date of the Agreement, including, without limitation, any change in any applicable general or specific plan, zoning, subdivision, or building regulation, including, without limitation, any such change by means of an ordinance, initiative, resolution, policy, order or moratorium, initiated or instituted for any reason whatsoever by the Mayor, City Council, Planning Commission or any other board, agency, commission or department of City, or any officer or employee thereof, or by the electorate, as the case may be, which would, absent this Agreement, otherwise be applicable to the Project. (cc) Subsequent Project Approvals shall mean all further Discretionary Actions or Discretionary Approvals required or requested with respect to the Project. Following adoption, a Subsequent Project Approval shall become a Project Approval. (dd) Zoning Regulations shall mean the official zoning regulations of the City adopted as of the Effective Date of this Agreement. 2. Recitals of Premises, Purpose and Intent. (a) State Enabling Statute. To strengthen the public planning process, encourage private participation in comprehensive planning and reduce the economic risk of development, the Legislature of the State of California adopted the Development Agreement Act which authorizes any city to enter into binding development agreements establishing certain development rights in real property with persons having legal or equitable interests in such property. Section of the Development Agreement Act expressly provides as follows: The Legislature finds and declares that: (a) The lack of certainty in the approval of development projects can result in a waste of resources, escalate the cost of housing and other development to the consumer, and discourage investment in and a commitment to comprehensive planning which would make maximum efficient utilization of resources at the least economic cost to the public ,

84 (b) Assurance to the applicant for a development project that upon approval of the project, the applicant may proceed with the project in accordance with existing policies, rules and regulations, and subject to conditions of approval will strengthen the public planning process, encourage private participation in comprehensive planning, and reduce the economic cost of development. Notwithstanding the foregoing, to ensure that the City remains responsive and accountable to its residents while pursuing the benefits of development agreements contemplated by the Legislature, the City accepts restraints on its police powers contained in development agreements only to the extent, and for the duration, required to achieve the mutual objectives of the Parties. (b) The Projçct. It is the Developer s intent to develop the Property as described in the Project Approvals and the EIR subject to the Applicable Rules, the Project Approvals, and the Conditions of Approval and this Agreement. The Parties hereby agree that, for the Term of this Agreement, the permitted uses, the density and intensity of use, the subdivision requirements, the maximum height and size of proposed buildings, parking requirements, setbacks, and development standards, provisions for reservation or dedication of land for public purposes and location of public improvements, and the design, improvement, construction and other guidelines, standards and specifications applicable to the development of the Property shall be those set forth in the Project Approvals, the Applicable Rules and this Agreement, including the Conditions of Approval for the Project. 3. Property Subject to Agreement. This Agreement shall apply to all of the real property described in Exhibit A attached hereto (the Property ), and all such real property shall be subject to this Agreement. 4. Application of Agreement. This Agreement shall apply to the development and use of the Property. Such development shall be in accordance with the Project Approvals and this Agreement. 5. Term of Agreement and Tract M.p. The initial term of this Agreement shall commence on the Effective Date of this Agreement, and shall continue for five (5) years or until the Project is complete and a certificate of occupancy has been issued, whichever is earlier. Upon approval of a final map for the Project, the term of this Agreement shall be extended until the expiration of the vested rights that accompany the vesting tentative tract map for the Project. The term of the vesting tentative tract map for the Project shall be extended to five years from the Effective Date of this Agreement. Notwithstanding the term set forth above, the obligation to pay the Environmental Mitigation and Sustainability Fee, the obligation to provide two Designated Units and the obligation to provide Excess Parking Spaces shall continue indefinitely as provided for in this Agreement. 6. Timing of Development. The parties acknowledge that Developer cannot at this time predict when or if the Property will be developed. Such decisions depend upon numerous factors, which are not within the control of Developer. Because the California Supreme Court held in Pardee Construction Co. v. City of Camarillo (1984) 37 Cal. 3d 465, that the failure of the parties therein to provide for the timing of development resulted in a later adopted initiative /

85 restricting the timing of development to prevail over such parties agreement, it is the Parties intent to cure that deficiency by acknowledging and providing that Developer shall have the right to develop the Property consistent with the Project Approvals and the Conditions of Approval in such order and at such rate and at such times as the Developer deems appropriate within the exercise of its sole and subjective business judgment during the Term of this Agreement. 7. Permitted Uses: Density: Building Heights and Sizes; Required Dedications. The City and the Developer hereby agree that the permitted uses of the Property, the density and intensity of such uses, the maximum heights and sizes of the buildings and improvements to be constructed on the Property, and the reservation and dedication of land for public purposes required in connection with the development of the Property shall be as set forth in and consistent with the Project Approvals or Subsequent Project Approvals. The Developer shall not cause or permit any use of the Property that is not permitted by the Project Approvals, and shall not cause or permit the construction of any building or improvement that exceeds the maximum density, building heights, and/or building sizes, set forth in or otherwise required by the Project Approvals and any Subsequent Project Approvals. 8. Developer s Rights. The Developer shall have and is hereby vested with the rights, during the term of this Agreement, to develop the Project as set forth in the Project Approvals, all of which are hereby incorporated in this Agreement by reference. 9. Changes in Applicable Rules. (a) Nonapplication of Changes in Applicable Rules. The adoption of any Subsequent Land Use Regulations after the Effective Date of this Agreement, or any change in, or addition to, the Applicable Rules (other than changes in Development Fees and Processing Fees or other changes as provided in this Agreement), including, without limitation, any changes in the General Plan or the Zoning Regulations (including any regulation relating to the timing, sequencing, or phasing of the Project or construction of all or any part of the Project), adopted after the Effective Date of this Agreement, including, without limitation, any such change by means of ordinance, initiative, referendum, resolution, motion, policy, order or moratorium, initiated or instituted for any reason whatsoever and adopted by any board, agency, commission or department of the City, or by the electorate, as the case may be, which would, absent this Agreement, otherwise be applicable to the Project and which would conflict in any way with the Project Approvals shall not be applied to the Project unless such changes represent an exercise of the City s Reserved Powers. The City s Reserved Powers is defined as the enactment of regulations, and/or the taking of Discretionary Actions, if the same is expressly found by the City to be necessary to protect the residents of the Project or the residents of the City from a condition that is dangerous to public health and/or safety or if the same is required to comply with State or Federal laws (whether enacted previous or subsequent to the Effective Date of this Agreement). (b) changes in Uniform Codes. Notwithstanding any provision of this Agreement to the contrary, development of the Project shall be subject to changes occurring from time to time in the provisions of the City s building, fire mechanical, plumbing, swimming pool, spa, hot tub, energy and electrical regulations which are based on the recommendations of a multi-state professional organization and become applicable throughout the City, including, but not limited to, the Califomia Building Code and other similar or related uniform codes

86 (c) Changes Mandated by Federal or State Laws or Regulations. Changes in, or additions to, the Applicable Rules adopted or made operative on or after the Effective Date of this Agreement shall apply to the Project, if such changes or additions are specifically mandated to be applied to developments such as the Project, by applicable State or Federal laws or regulations. Where City or Developer believes that such a change or addition exists, that Party shall provide the other Party hereto with a copy of such State or Federal law or regulation and a statement of the nature of its conflict with the provisions of the Applicable Rules and/or of this Agreement. The City s determination shall be final and conclusive. (d) Changes in Processing Fees Under Applicable Rules. The Project shall be subject to any increase in Processing Fees imposed by the City, provided that no such change shall be solely applicable to the Project. (e) Applicable Developer Fees. The Project shall be subject to the payment of Developer Fees no matter when adopted, in the amount in effect at the time that the Developer Fee becomes due under the Applicable Rules or any law adopted after the Effective Date of this Agreement. 10. Developer s Obligations. (a) Conditions of Approval. The Developer shall comply with the Conditions of Approval. (b) Panent of Developer Fees and Processing Fees. The Developer shall pay all Developer Fees and Processing Fees when such fees are required to be paid under the laws of the City, whether or not such fees are adopted or increased before or after the Effective Date of this Agreement. (c) Payment of Other Eccs. On the Effective Date of this Agreement, Developer shall pay all outstanding City Processing Fees, including the costs for processing of the Project applications and for the environmental impact report, and legal costs for the preparation of this Agreement. (d) Infrastructure Fee. Prior to the issuance of a building permit for the Project, Developer shall pay to City an infrastructure fee in the amount of Two-Hundred Six Thousand and Two Hundred and Fifty Seven Dollars ($206,257.00). (e) Public Benefit Contribution. Prior to the issuance of a building permit for the Project, Developer shall pay to City a public benefit contribution of Nine Hundred Thousand Dollars ($900,000.00). (0 Affordable HousinE. Developer shall address affordable housing needs by constructing two (2) Designated Units within the portion of the Project located in the C-3 underlying zone, and within the 33,230 square feet otherwise approved for residential units in the C-3 Zone, The sale and resale of the Designated Units shall be limited to Moderate Income Households at a price that does not exceed the Affordable Housing Cost in accordance with the Affordable Housing Agreement. Prior to issuance of any building permit for the Project, Developer shall execute, acknowledge and deliver to the City the Affordable Housing B /

87 Agreement, in the form attached hereto as Exhibit B. This restriction shall run with the land in perpetuity or for the longest period of time permissible under law. Prior to the sale of any residential unit within the project or prior to certificate of occupancy, whichever comes first, Developer and City shall cause to be recorded the Affordable Housing Agreement, in form and content approved by the City Attorney, implementing and consistent with this Section 10(0. The regulatory agreement shall be recorded on title to the two Designated Units. Developer hereby covenants, represents and warrants that Developer will obtain and deliver to the City a recordable subordination of any lien that is prior or superior to the Affordable Housing Agreement and will cause said lienholder(s) to subordinate its lien to the Affordable Housing Agreement prior to issuance of any building permit for the Project and at the time of recordation of the Affordable Housing Agreement. Developer shall cause a title company reasonably acceptable to the City to issue CLTA policy of title insurance (at no cost to the City) insuring that the Affordable Housing Agreement is superior to all liens and conflicting encumbrances, with a policy amount equal to the fair market value of the two Designated Units as determined in good faith by the City. (g) Environmental Mitigation and Sustainability Fee. (i) Amount of fee. Concurrent with the close of each Sales Transaction, the seller shall pay or cause to be paid to City an Environmental Mitigation and Sustainability Fee ( EMS Fee ). The amount of the EMS Fee shall be equal to $4.50 for each $1,000 of the consideration or value of the interest or property conveyed (exclusive of the value of any lien or encumbrance remaining thereon at the time of sale), subject to adjustment as set forth in Section 10(g)(ii) below. The EMS Fee shall be paid from the escrow account set up for the Sales Transaction. The fee shall be paid upon any Sales Transaction by Developer, and upon each subsequent Sales Transaction by the then current owner. (ii) Adjustment of EMS Fee. If, after the Effective Date of this Agreement, the City adopts or increases a real estate transfer tax or documentary transfer tax for Beverly Hills, so that the combined total of the City s taxes and the County of Los Angeles Documentary Transfer Tax exceeds the current $1.10 per $1000 of City and County documentary transfer taxes, then the EMS Fee imposed upon all subsequent Sales Transactions shall be reduced by the amount of the combined taxes that exceeds $1.10 per $1000. For example, if City adopts a real estate transfer tax of $2.20 per $1000, thus increasing the combined City and County real estate transfer taxes and documentary transfer taxes to $3.30 per $1,000 of sales price, then the EMS Fee on all subsequent Sales Transactions would be $2.30 per $1000 of sales price ($4.50-$2,20= $2.30). If the City increases the documentary transfer tax or adopts a real estate transfer tax so that the combined taxes exceed $5.60 per $1000 of sales price, then no further EMS Fee shall be due or payable. (iii) Liens for EMS Fee Payable Upon Sale. Developer hereby grants to the City, with power of sale, a lien on the Property to secure the payment of the EMS Fee payable upon each Sales Transaction. In the event that the EMS Fee secured by such lien is not paid concurrently with and as a condition to the closing of a Sales Transaction by Developer or any successor-in-interest to Developer, then City may enforce such lien by sale by City, its attorney or any other person or entity authorized by the City Manager to conduct the sale. Any B /

88 such sale shall be conducted in accordance with California Civil Code Sections 2924, 2924b, 2924c, 2924f, 2924g, and 2924h, or in any other manner permitted or provided by law. City, through its agent authorized by the City Manager, shall have the power to bid on the encumbered property at the sale, using as a credit bid the amounts secured by such lien, its own funds, or hinds borrowed for such purpose, and to acquire the lot or parcel. City is hereby granted, in trust, the applicable lot or parcel and is appointed as trustee for purposes of noticing and effecting any sale pursuant to the provisions of this Section and is hereby expressly granted a power of sale in connection therewith. Developer, or any subsequent owner of the Property or any portion thereof, shall provide notice to City, in a form satisfactory to the City, upon any opening of escrow that will result in a Sales Transaction or any other conveyance of the Property or portion thereof. The notice shall include a declaration stating the amount of the EMS Fee due upon closing of any Sales Transaction, or in the case of a conveyance that is not a Sales Transaction, the reason that such conveyance is not a Sales Transaction and therefore not subject to the EMS Fee. Upon receipt of the full amount of the EMS Fee payable with respect to a sale, City shall execute and deliver such documentation, in recordable form, as Developer, the buyer or the title company may reasonably request to evidence the payment of the EMS Fee and extinguishment of the City s lien rights with respect to such sale. Such documentation shall also indicate that payment of the EMS Fee shall not extinguish the City s lien rights with respect to subsequent Sales Transactions. (h) Excess Parking Spaces. The Project contains the Excess Parking Spaces. Prior to issuance of any building pennit for the Project, Developer shall execute, acknowledge and deliver an easement to the City, in the form attached hereto as Exhibit C, granting the City an easement for the use of the Excess Parking Spaces by the City, its lessees, invitees andlor the general public (the Easement ). The Excess Parking Spaces shall: (i) be constructed by the Developer at its sole cost; (ii) be in a location reasonably selected by the City; (iii) be clearly striped and marked for sole use by the City or its designees; (iv) be maintained in a good condition; and (v) display signs acceptable to the City to allow City or its designees the right to tow unauthorized users of said spaces. Developer shall cause any association formed that adopts covenants, conditions and restrictions ( CCR s ) to maintain the parking and coimnon areas of the commercial portion of the Project, include these provisions and that said CCR s implementing this section shall not be amended without prior notice and approval of the City. Developer hereby covenants, represents and warrants that Developer will obtain a recordable subordination of any lien that is prior or superior to the Easement and will cause said lienholder(s) to subordinate its lien to the Easement prior to issuance of any building permit for the Project and at the time of recordation of the Easement. Developer shall cause a title company reasonably acceptable to the City to issue CLTA policy of title insurance (at no cost to the City) insuring that the Easement is not subordinate to any lien or conflicting encumbrance (however the Easement may be junior to the Affordable Housing Agreement) with a policy amount equal to the replacement cost of the Excess Parking Spaces as determined in good faith by the City. (i) Notwithstanding 9(d) and (e), if, after the Effective Date, the City adopts a Developer Fee or Fees for the purpose of addressing a project s impact on the City s infrastructure (such as streets, utilities, lights), or to offset the loss of business taxes, Developer shall not be required to pay said fee or fees since this Agreement requires Developer to pay the infrastructure and public benefit fees set forth in paragraphs (d) and (e) of this Section. The B /

89 determination of whether a Developer Fee addresses a project s impact on the City s infrastructure (such as streets, utilities, lights), or whether a Developer Fee is adopted to offset the loss of business taxes, shall be determined by the City in its sole discretion. (j) Prior to any Sales Transaction, City and Developer shall record a document containing forms and procedures for implementation of paragraph 10(g). (k) Nothing in this section shall excuse the Developer from paying any increases in existing Developer Fees. (1) Developer covenants and agrees that neither tenants nor other occupants of the Project shall qualify to participate in any preferential parking district that may be established by the City. 11. Issuance of Building Permit. The City shall be under no obligation to issue a building permit(s) for the Project until all the fees set forth in Sections 9 and 10 (except for the EMS fee) have been fully paid to City and Developer has fulfilled all other obligations that are required to be performed before issuance of a building permit. 12. Default. Failure by City or Developer to perform any term or provision of this Agreement for a period of thirty days from the receipt of written notice thereof from the other shall constitute a default under this Agreement, subject to extensions of time by mutual consent in writing. Said notice shall specify in detail the nature of the alleged default and the manner in which said default may be satisfactorily cured. if the nature of the alleged default is such that it cannot reasonably be cured within such thirty day period, the commencement of the cure within such time period and the diligent prosecution to completion of the cure shall be deemed a cure within such period. Subject to the foregoing and except as provided below, after notice and expiration of the thirty (30) day period without cure, the notifying party, at its option, shall have all rights and remedies provided by law andlor may give notice of intent to terminate this Agreement pursuant to Government Code Section Following such notice of intent to terminate, the mailer shall be scheduled for consideration and review by the Council within thirty calendar days in the manner set forth in Government Code Sections and Upon any such termination, the respective rights, duties and obligations of the parties hereto shall without further action cease as of the date of such termination (except as to duties and obligations that arose prior to the date of such termination). th no event shall monetary damages be available against the City for any alleged default or breach by the City. 13. Expiration. Upon the expiration of the Term, this Agreement shall terminate and be of no further force or effect; provided, however, such termination shall not affect Developer s obligations under Section 10, subsections (O (g) (h) and (1) nor the obligation to pay any claim of any Party hereto, arising out of the provisions of this Agreement, prior to the effective date of such termination. The obligations under Section 10, subsections (O (g) (h) and (1) and the obligations to pay any claim arising before the effective date of termination shall continue after termination in perpetuity or until completed

90 14. Transfers of Interests in Property or Agreement. (a) In the event of a proposed transfer of interest in the Property or in this Agreement by Developer, Developer agrees to provide City at least thirty days written notice of such proposed assignment prior to the proposed transfer and shall provide satisfactory evidence that the assignee will assume in writing through an assignment and assumption agreement all obligations of Developer under this Agreement. Notwithstanding the foregoing: (i) the terms, covenants and conditions of this Agreement shall bc binding upon any transferee whether or not such an assignment and assumption agreement is signed by the assignee upon acquiring the Property; and (ii) no such transfer shall relieve the Developer (transferor) of any obligations under this Agreement. (b) Asigwent and Assumption of Obligations. For all proposed transfers of interest in the Property or in this Agreement, Developer shall provide to City an assignment and assumption agreement a form reasonably satisfactory to the City Attorney. (c) Successors and Assigns. All of the terms, covenants and conditions of this Agreement shall be binding upon Developer and its successors and assigns. Whenever the term Developer is used in this Agreement, such term shall include any other successors and assigns as herein provided. 15. Covenants. All of the provisions, agreements, rights, powers, standards, terms, covenants and obligations contained in this Agreement shall be binding upon the parties and their respective heirs, successors (by merger, reorganization, consolidation or otherwise) and assigns, devisees, administrators, representatives, lessees, and all other persons acquiring the Property, or any portion thereof, or any interest therein, whether by operation of law or in any manner whatsoever, and shall inure to the benefit of the parties and their respective heirs, successors and assigns. All of the provisions of this Agreement shall constitute covenants running with the land. 16. Indemnification. (a) Developer agrees to and shall indemnify, hold harmless, and defend, City and its respective officers, officials, members, agents, employees, and representatives, from liability or claims for death or personal injury and claims for property damage which may arise from the acts, errors, and/or omissions of Developer or its contractors, subcontractors, agents, employees or other persons acting on its behalf in relation to the Project and/or in any manner arising from this Agreement. The foregoing indemnity applies to all deaths, injuries, and damages, and claims therefore, suffered or alleged to have been suffered by reason of the acts, errors and/or omissions, or a combination thereof, referred to in this Section 16, regardless of whether or not City prepared, supplied, or approved plans or specifications, or both. In the event of litigation, City agrees, at no cost to City, to cooperate with Developer. This indemnification, hold harmless and defense requirement shall survive the termination or expiration of this Agreement. City reserves the right, in cases subject to this indemnity, to reasonably approve the attorney selected by Developer to defend Developer and City in any such action. (b) In the event of any court action or proceeding challenging the validity of this Agreement, any of the Project Approvals or the ER prepared and certified for the Project, B /

91 Developer shall defend, at its own expense, the action or proceeding. In addition, Developer shall reimburse City for City s actual costs in defending any court action or proceeding challenging the validity of this Agreement, any of the Project Approvals or the HR and the Developer shall also pay any award of costs, expenses and fees that the court having jurisdiction over such challenge makes in favor of any challenger and against the City. Developer shall cooperate with City in any such defense as City may reasonably request and may not resolve such challenge without the agreement of City. In the event Developer fails or refuses to reimburse the City for its costs to defend any challenge to this Agreement, the Project Approvals or the ER, City shall have the right to terminate this Agreement, subject to the notice and cure requirements of Section 12 above. In all events, City shall have the right to resolve any challenge in any manner, in its sole discretion. (c) In order to ensure compliance with this section, within twenty days after notification by the City of the filing of any claim, action or proceeding to attack, set aside, void or annul this Agreement, any of the Project Approvals or the ER prepared and adopted for the Project, the Developer shall deposit with the City cash or other security in the amount of $25,000, satisfactory in form to the City Attorney, guaranteeing indemnification or reimbursement to the City of all costs related to any action triggering the obligations of this section. If the City is required to draw on that cash or security to indemnify or reimburse itself for such costs, the applicant shall restore the deposit to its original amount within fifteen (15) days after notice from the City. Additionally, if at any time the City Attorney determines that an additional deposit or additional security is necessary to secure the obligations of this section, the Developer shall provide such additional security within fifteen (15) days of notice from the City Attorney. The City shall promptly notify the Developer of any claim, action or proceeding within the scope of this Section and the City shall cooperate fully in the defense of any such claim or action, but shall have the right to resolve any challenge, in any manner, in its sole discretion. (d) Notwithstanding anything to the contrary contained herein, Developer s obligations under subsection (b) of this Section 16 shall not extend to any challenge to the legality or enforceability of the EMS Fee that arises or is asserted more than ninety (90) days after the recordation of the final map for the Project or the issuance of a building permit for the Project, whichever is later. 17. Relationship of the Parties. The Parties acknowledge and agree that the Developer is not acting as an agent, joint venturer or partner of the City, but is, in fact, an independent contractual party and not in any way under the control or direction of the City except as is expressly provided to the contrary in this Agreement. 18. Recordation. As provided in Government Code Section , the City Clerk shall record a copy of this Agreement with the Registrar-Recorder of the County of Los Angeles within ten (10) days following its execution by both Parties. Developer shall reimburse the City for all costs of such recording, if any. 19. No Third Partyenefieiaries. The only Parties to this Agreement are the City and Developer and their respective successors-in-interest. There are no third party beneficiaries and B /

92 this Agreement is not intended and shall not be construed to benefit or be enforceable by any other person whatsoever. 20. Advice: Neutral Interpretation. Each Party has received independent legal advice from its attorneys with respect to the advisability of executing this Agreement and the meaning of the provisions hereof. This Agreement has been drafted through a joint effort of the Parties and their counsel and therefore shall not be construed against either of the Parties in its capacity as drafisperson, but in accordance with its fair meaning. 21. Certificate of Compliance. At any time during the term of this Agreement, any lender or other Party may request any Party to this Agreement to confirm that (i) this Agreement is unmodified and in full force and effect (or if there have been modifications hereto, that this Agreement is in full force and effect as modified and stating the date and nature of such modifications) and that (ii) to the best of such Party s knowledge, no defaults exist under this Agreement or if defaults do exist, to describe the nature of such defaults and (iii) any other information reasonably requested. Each Party hereby agrees to provide a certificate to such lender or other Party within ten (10) business days of receipt of the written request therefore. The failure of any Party to provide the requested certificate within such ten (10) business day period shall constitute a confirmation that this Agreement is in full force and effect without modification except as may be represented by the requesting Party and that to the best of such Party s knowledge, no defaults exist under this Agreement, except as may be represented by the requesting Party. 22. Consideration. The City and Developer acknowledge and agree that there is good, sufficient and valuable consideration flowing to the City and to Developer pursuant to this Agreement, as more particularly set forth in the Recitals and Sections 2, 8 and 10 of this Agreement. The Parties further acknowledge and agree that the exchanged consideration hereunder is fair, just and reasonable. 23. Periodic Reviews. (a) Annual Reviews. City shall conduct annual reviews to determine whether Developer is acting in good faith compliance with the provisions of this Agreement and Government Code Section The reasonable cost of each annual review conducted during the term of this Agreement shall be reimbursed to City by Developer. Such reimbursement shall include all direct and indirect expenses actually and reasonably incurred in such annual reviews. (b) special Reviews. In addition, the City Council of the City may order a special periodic review of Developer s compliance with this Agreement at any time. The cost of such special reviews shall be borne by the City, unless such a special review demonstrates that Developer is not acting in good faith compliance with the provisions of this Agreement. In such cases, Developer shall reimburse City for all costs, direct and indirect, incurred in conjunction with such a special review. (c) Procedure for Review. The City s Director of Community Development shall conduct the review contemplated by this Section 23 to ascertain whether the Developer has /

93 complied in good faith with the terms and conditions of this Agreement during the period for which the review is conducted. The Director of Community Development shall give the Developer written notice that any such review has been commenced, and shall give the Developer at least twenty (20) days after the Developer s receipt of such notice to provide to the Director of Community Development such information as the Developer deems relevant to such review. In addition, upon the written request of the Director of Community Development, the Developer shall furnish such documents or other information as requested by the Director of Community Development. (d) Result of Review. If, following such a review, the Director of Community Development finds good faith compliance by the Developer with the terms and conditions of this Agreement, the Director of Community Development shall issue to the Developer an executed certificate of compliance, certifying the Developer s good faith compliance with the terms and conditions of this Agreement through the period of such review. Such certificate shall be in recordable form, and shall contain such information as may be necessary to impart constructive record notice of the finding of good faith compliance hereunder. The Developer shall have the right to record such certificate of compliance in the Official Records of the County of Los Angeles. If, following such a review, the Director of Community Development, finds that the Developer has not complied in good faith with the terms and conditions of this Agreement, the Director of Community Development shall specify in writing the respects in which the Developer has failed to so comply. The Director of Community Development shall provide the Developer with written notice of such noncompliance in the manner provided in Section 30, together with a written specification of the reasons therefore. Such written notice shall also specify a reasonable time for the Developer to cure such non-compliance, which time shall be not less than thirty (30) days after the Developer s receipt of such notice. (e) Appeals to City Council. A determination of non-compliance by the Director of Community Development pursuant to this Section 23 shall be appealable to the City Council within thirty (30) days after the Developer s receipt of the Director of Community Development s written notice of non-compliance given pursuant to Section 23(d) above. If the Developer appeals such a determination to the City Council, then the City Council shall schedule a public hearing thereon not later than thirty (30) days after the date on which the Developer gives its notice of appeal to the City. At such hearing, the Developer shall be entitled to address all of the issues considered by the Director of Community Development in making such determination. Information presented by the Developer at such hearing may be presented orally and/or in writing. If, after receiving any written response of the Developer to the Director of Community Development s determination, and after considering all of the information presented at such hearing, the City Council finds and determines that the Developer has not in good faith complied with the terms and conditions of this Agreement, then the City Council shall specify in writing to the Developer the respects in which the Developer has failed to so comply, and shall also specify a reasonable time for the Developer to ensure such non-compliance, which time shall be not less than thirty (30) days after the Developer s receipt of such notice. A determination by the City Council of non-compliance shall be in writing delivered in accordance with Section 30, and shall specify in detail the grounds therefore, so that the Developer shall have the opportunity to implement any measures necessary to cure such non-compliance. If the B t/

94 non-compliance so specified by the City Council is not cured within the time so specified, then the City may terminate this Agreement by providing written notice of termination. (0 Effect on Default. Nothing in this Section 23 shall be interpreted to prevent the City from providing the Developer with a notice of default hereunder at any time other than during a periodic review under this Section 23, or from terminating this Agreement pursuant to the provisions hereof following any event of default by the Developer, subject to the notice and cure provisions of Section 12 above. (g) Failure of Periodic Review. The City s failure to review, at least annually, compliance by Developer with the terms and conditions of this Agreement shall not constitute or be asserted by any Party as a breach by any other Party of this Agreement. 24. Mortgagee Protection. This Agreement shall not prevent or limit Developer, in any manner, at Developer s sole discretion, from encumbering the Property or any improvements thereon by any mortgage, deed of trust or other security device. The City acknowledges that the lender(s) providing such financing ( Mortgagee ) may require certain Agreement interpretations and agrees, upon request, from time to time, to meet with Developer and representatives of such lender(s) to provide within a reasonable time period the City s response to such requested interpretations. Any Mortgagee of a mortgage or a beneficiary of a deed of trust or any successor or assign thereof, including without limitation the purchaser at a judicial or nonjudicial foreclosure sale or a person or entity who obtains title by deed-in-lieu of foreclosure on the Property must be entitled to the following rights and privileges: (a) Mortgge Not Rendered Invalid. Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish, or impair the priority of the lien of any mortgage or deed of trust on the Property made in good faith and for value, provided, however, that each lien securing EMS Fees described in Section 10(g) above shall be prior and superior to mortgage or deed of trust security financing used to purchase the applicable condominium unit if the EMS Fee payable upon such purchase and sale shall not have been paid and all liens must be junior and subordinate to the Affordable Housing Agreement and the Easement. No Mortgagee shall have an obligation or duty under this Agreement to perform Developer s obligations, or to guarantee such performance, before taking title to all or a portion of the Property. (b) Request for Notice to Mortgagcc. The Mortgagee of any mortgage or deed of trust encumbering the Property, or any part thereof, who has submitted a request in writing to the City in the manner specified herein for giving notices, shall be entitled to receive a copy of any notice of default hereunder delivered to Developer. (c) Mortgagee s Time to Cure. The City shall provide a copy of any notice of default hereunder to the Mortgagee within ten (10) days of sending the notice of default to Developer. The Mortgagee must have the right, but not the obligation, to cure the default for a period of thirty (30) days after receipt of such notice of default. Notwithstanding the foregoing, if such default is a default which can only be remedied by such Mortgagee obtaining possession of the Property, Mortgagee shall have the right to seek to obtain possession with diligence and continuity, and to remedy or cure such default within thirty (30) days after obtaining possession, B /

95 and except in cases of emergency or to protect the public health or safety, the City may not exercise its remedies set forth herein until expiration of such thirty (30) day period; provided, however, that in the case of a default which cannot with diligence be remedied or cured or the remedy or cure of which cannot be commenced within such thirty (30) day period, the Mortgagee shall have such additional time as it is reasonably necessary to remedy or cure such default, provided that Mortgagee diligently proceeds to cure and provided further that in no case shall such default be cured no later than one (1) year after Mortgagee obtains such possession. In no case will the time to remedy or cure the default extend the term of this Agreement. (d) Cure Rights. Any Mortgagee who takes title to all of the Property, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or a deed in lieu of foreclosure, may succeed to the rights and obligations of Developer under this Agreement as to the Property or portion thereof so acquired; provided, however, in no event shall such Mortgagee be liable for any defaults or monetary obligations of Developer arising before acquisition of title to the Property by such Mortgagee, except that any such Mortgagee shall not be entitled to a building permit or occupancy certificate until all delinquent and current fees and other monetary or nonmonetary obligations due under this Agreement for the Property have been satisfied. (e) Bankruptcy. If any Mortgagee is prohibited from commencing or prosecuting foreclosure or other appropriate proceedings in the nature of foreclosure by any process or injunction issued by any court or by reason of any action by any court having jurisdiction of any bankruptcy or insolvency proceedings involving Developer, the times specified in Section 24(c) above shall be extended for the period of the prohibition as long as the Mortgagee is diligently attempting to obtain possession by seeking relief of the automatic stay andlor other reasonable means, except that any such extension shall not extend the term of this Agreement. 25. Future Litigation Expenses. (a) Payment of Prevailing Party. If City or Developer brings an action or proceeding (including, without limitation, any motion, order to show cause, cross-complaint, counterclaim, third-party claim or arbitration proceeding) by reason of defaults, breaches, tortious acts, or otherwise arising out of this Agreement, the prevailing party in such action or proceeding shall be entitled to its costs and expenses of suit including, but not limited to, reasonable attorneys fees and expert witness fees. (b) Scope of Fees. Attorneys fees under this Section shall include attorneys fees on any appeal and, in addition, a party entitled to attorneys fees shall be entitled to all other reasonable costs and expenses incurred in connection with such action. In addition to the foregoing award of attorneys fees to the prevailing party, the prevailing party in any lawsuit shall be entitled to its attorneys fees incurred in any post-judgment proceedings to collect or enforce the judgment. This provision is separate and several and shall survive the merger of this Agreement into any judgment on this Agreement. 26. Headings. The section headings used in this Agreement are for convenient reference only and shall not be used in construing this Agreement. The words include, including or other words of like import are intended as words of illustration and not limitation and shall be construed to mean including, without limitation /

96 27. Amendment; Waiver. No alteration, amendment or modification of this Agreement shall be valid unless evidenced by a written instrument executed by the parties hereto with the same formality as this Agreement, and made in the maimer required by the Development Agreement Act. The failure of either party hereto to insist in any one or more instances upon the strict performance of any of the covenants, agreements, terms, provisions or conditions of this Agreement, or to exercise any election or option herein contained, shall not be construed as a waiver or relinquishment for the future of such covenant, agreement, term, provision, condition, election or option, but the same shall continue and remain in full force and effect. No waiver by any party hereto of any covenant, agreement, term, provision or condition of this Agreement shall be deemed to have been made unless expressed in writing and signed by an appropriate official or officer on behalf of such party. 28. $_everability. If any article, section, subsection, term or provision of this Agreement, or the application thereof to any party or circumstance, shall, to any extent, be invalid or unenforceable, the remainder of the article, section, subsection, term or provision of this Agreement, or the application of the same to parties or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby, and each remaining article, section, subsection, term or provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law, except that if any provision of Section 10 (Developer s obligations) is held invalid or unenforceable, this entire Agreement shall be void and unenforceable and of no further force and effect. 29. BindingEffet. Except as may otherwise be expressly provided herein to the contrary, this Agreement and each of the provisions hereof shall be binding upon and inure to the benefit of each of the Parties hereto, and their respective successors and assigns. 30. Notices. All notices, disclosures, demands, acknowledgements, statements, requests, responses and other communications (each, a Communication ) to be given under this Agreement shall be in writing, signed by the party hereto (or an officer, agent or attorney of such party) giving such Communication, and shall be deemed effective (i) upon receipt if hand delivered or sent by overnight courier service; or (ii) upon delivery or the date of refusal if sent by the United States mail, postage prepaid, certified mail, return receipt requested, in either case addressed as follows: To the Developer: with copy to: Wilshire Colonial Partners, LLC Wilshire Boulevard, Suite 700 Los Angeles, California Mitchell Dawson Dawson Tilem & Cole 9454 Wilshire Boulevard, PH Beverly Hills, California Fax: (310) B I/

97 To the City: with copy to: City Manager City of Beverly Hills 455 North Rexford Drive Beverly Hills, California City Attorney City of Beverly Hills 455 North Rexford Drive Room 220 Beverly Hills, California Any Party hereto may from time to time, by notice given to the other Parties hereto pursuant to the terms of this Section 30 change the address to which Communications to such Party are to be sent or designate one or more additional persons or entities to which Communications are to be sent. 31. Applicable Law. This Agreement shall be governed in all respects by the laws of the State of California. 32. Time is of the Essence. Time is of the essence of this Agreement and every term or performance hereunder. 33. Entirçgreernç. This Agreement supersedes any prior understanding or written or oral agreements among the parties hereto respecting the within subject matter and contains the entire understanding among the parties with respect thereto. 34. 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. N WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the date first above written. [Purposely Left Blank] /

98 City CITY OF BEVERLY HILLS, a municipal corporation JIMMY DELSHAD Mayor of the City of Beverly Hills, California B /

99 [SIGNATURES TO BE ADDED] Developer WILSHIRE COLONIAL PARTNERS, LLC, a California limited liability company Name: Title: Name: Title: /

100 [Add Exhibitsi /

101 EXHIBIT A Property Description B /

102 APN: and and 99 of Maps, in the Office of the County Recorder of said County. Lot 689 of Tract No. 4988, In the City of Beverly Hilts, as per map recorded In Book 54 Pages 98 PARCEL B: Bock 54Pagës 98 and 99 of Maps, In the Office of thecounty Recorder of said County. Lots 686, 687 and 688 of Tract No. 4988, In the city of Beverly I-tilts, as per map recorded In PARCEL A: follows: Real propefty in the City of Beverly H1Us, County of Los Angeles, State of California, described as The land referred to in this policy is described as follows: 867

103 EXHIBIT B Affordable Housing Agreement B /

104 RECORDING REQUESTED BY AND ) WHEN RECORDED MAIL TO: ) ) City of Beverly Hills ) Beverly Hills City Hall ) 455 North Rexford Drive ) Beverly Hills, California ) Attn: City Clerk ) This document is exempt from the payment of a recording fee pursuant to Government Code Sections and 6103 AFFORDABLE HOUSING AGREEMENT INCLUDES LIMITATIONS ON RESALE This Affordable Housing Agreement (the Agreement ) is entered into as of this day of 2007 by and between the CITY OF BEVERLY HILLS, a California municipal corporation ( City ), and WILSHIRE COLONIAL PARTNERS, LLC, a California Limited Liability Company ( Developer ), as follows: RECITALS A. Developer is the owner of certain real property located in the City of Beverly Hills, County of Los Angeles, State of California, commonly known as 8600 Wilshire Boulevard (the Property ), and legally described in Exhibit A attached hereto and incorporated herein by reference; and B. City and Developer entered into a Development Agreement effective as of for the development of a mixed-use project with 6,383 square feet of ground-floor commercial space, 23 residential condominium units, three townhouses and parking located in a multi-level subterranean garage ( Development Agreement ). Pursuant to the Development Agreement, Developer has agreed that two of the 23 condominium units ( Designated Units ), will be sold at an Affordable Sales Price to Moderate Income Households. C. The Development Agreement further requires the Developer to enter into this Agreement with the City to regulate the Designated Units to ensure that they remain restricted to sale at an Affordable Sales Price to Moderate Income Households in perpetuity or for as long as the law allows. B /

105 NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties agree as follows: AGREEMENT 1. Recitals. The Recitals set forth above are true and accurate, and incorporated herein. 2. Definitions. All defined terms, as indicated by initial capitalization, shall have the meanings set forth in the Development Agreement, except as expressly indicated otherwise. In addition, the terms listed below shall have the meanings thereafter specified: (a) Affordable Housing Cost means a housing cost which is calculated pursuant to California Health and Safety Code Section , as amended from time to time, and the regulations adopted by the California Department of Housing and Community Development pursuant to Section , as such regulations may be amended from time to time. (b) Affordable Sales Price means a price that does not exceed an amount such that the Qualified Purchaser s aggregate monthly payment for Housing Costs does not exceed the Affoidabie Housiug Cost. A saaipie calculation of the Affordable Sales Price is shown on Exhibit C. The figures shown on Attachment No. C are for the purpose of illustrating the methodology of calculating the prices; the actual maximum Affordable Sales Prices will be determined at the time of Project completion. (c) City s Buyer List means a list maintained by the City of Qualified Purchasers. (c) Housing Cost shall have the meaning ascribed in Section 6920 of Title 25 of the California Code of Regulations, as such regulation may be amended from time to time. (d) Moderate Income Household means households whose income is between eighty percent (80%) and one hundred twenty percent (120%) of the area median income, adjusted for family size, as determined by regulations adopted by the California Department of Housing and Community Development pursuant to Health and Safety Code Sections and 50093, as such statutes and regulations may be amended from time to time. (c) Qualified Purchaser means an individual whose household is a Moderate Income Household. (d) Designated Units means two of the dwelling units to be constructed on the Property as authorized by the Development Agreement, specifically the units designated on Exhibit B /

106 (e) Property shall have the meaning defined in Recital A. 3. Provision of Affordable Units (a) Developer hereby agrees to provide two one-bedroom units, 750 square feet in size, at the location set forth in Exhibit B attached hereto and incorporated herein by this reference, to be sold exclusively to Moderate Income Households at an Affordable Sales Price ( Designated Units ). The location of the Designated Units shall not be changed without the prior written approval of the Director of Community Development. The Designated Units shall be equal to the Project s residential development s base plan in terms of design, appearance, and interior and exterior amenities. The materials and finished quality of the Designated Units shall be comparable to that of the remaining units subject to prior review and approval by the Director of Community Development. Completion of the construction of the Designated Units shall occur concurrently with the remainder of the proposed Project. (b) The Designated Units are reserved for Moderate Income Households at an Affordable Sales Price. The applicable income limits and maximum Affordable Sales Price in effect as of the date of this Agreement are shown on Exhibit C. The income limits, and therefore the maximum Affordable Sales Prices, are adjusted annually. It shall be the obligation of Developer to obtain from City the applicable income limits and maximum Affordable Sales Prices in effect at the time of initial sale of the Designated Units. (c) The maximum number of persons that may occupy a Designated Unit shall not exceed three (3) persons. 4 Ineligible Purchasers of Designated Unit (a) The following individuals, by virtue of their position or relationship, are ineligible to purchase a Designated Unit: (i) All employees and officials of the City or its agencies, authorities, or commission who have, by virtue of their position, policy-making authority or influence over the implementation of the City s housing program or the City s zoning and land use decisions, as well as the immediate relatives of such employees or officials, including spouse, children, parents, grandparents, brother, sister, father-in-law, mother-in-law, sonin-law, daughter-in-law, aunt, uncle, niece, nephew, sister in-law and brother-in-law. (ii) The members of Developer and their owners, officers, and employees, and their immediate families, including spouse, children, parents, grandparents, brother, sister, father-in-law, mother-in-law, son-in-law, daughter-in-law, aunt, uncle, niece, nephew, sister in-law and brother-in-law. 5 Initial Sale of Designated Units. B /

107 (a) Developer agrees to sell the Designated Units solely to a Qualified Purchaser from the City s Buyer List, at not more than the applicable Affordable Sales Price. In the event City cannot or does not refer a Qualified Purchaser from the Buyer List to Developer within the time period established for sale, each Designated Unit may be sold to a Qualified Purchaser selected by Developer who meets the income and affordability requirements provided herein, subject to the approval of the proposed Qualified Purchaser by Director of Community Development. (b) As a condition of the close of escrow of the sale of a Designated Unit, Developer shall certify to City the income of the initial purchaser. The certification shall be on a form provided by the City. Developer may request an income certification from the proposed purchaser of the Designated Unit in one or more of the following methods: (i) Obtain from the proposed purchaser paycheck stubs from the three (3) most recent months; (ii) Obtain a true copy of an income tax return from the proposed occupant for the most recent tax year in which a return was filed; (iii) Obtain an income verification certification from the employer of the proposed occupant; (iv) Obtain an income verification certification from the Social Security Administration an&or the California Department of Social Services if the proposed buyer receives assistance from such agencies; or (v) Obtain an alternate form of income verification acceptable to the Director of Community Development. 6 Purchaser Affordability Agreement (a) Each Designated Unit shall be subject to the covenants, restrictions and option to purchase contained in the Purchaser Affordability Agreement in the form attached hereto as Exhibit D. Provisions governing resale of a Designated Unit are set forth in the Purchaser Affordability Agreement. (b) At the close of escrow for the sale of a Designated Unit, the Purchaser Affordability Agreement shall be recorded among the land records in the Office of the County Recorder for Los Angeles County, subordinate only to the grant deed conveying the Designated Unit to the Purchaser. A request for notice of default under any Deed of Trust, in favor of the City, shall also be recorded. (c) Upon the recordation of a Purchaser Affordability Agreement for a Designated Unit in a position subordinate only to the grant deed conveying the Designated Unit to the Purchaser, this Agreement shall be of no further force or effect as to that Designated Unit. The parties shall execute, acknowledge and record such further documentation as is reasonably necessary to evidence the release of the Designated Unit from the provisions of this Agreement. B /

108 7. Covenants Running with the Land. It is the express intent that the Designated Units be offered for sale at an Affordable Sales Price in perpetuity or the longest period allowed by law. This covenant and restrictions set forth herein regarding the Designated Units shall be deemed covenants running with the land and shall pass to and be binding upon all parties having any interest in the Designated Units, as the case may be. Each and every contract, deed, lease or other instrument covering, conveying or otherwise transferring a Designated Unit or any interest therein, as the case may be, (a Contract ) shall conclusively be held to have been executed, delivered and accepted subject to the this restriction regardless of whether the other party or parties to such Contract have actual knowledge of this restriction. The Developer and the City hereby declare their understanding and intent that (a) the covenants and restrictions contained in this restriction shall be construed as covenants running with the land pursuant to California Civil Code Section 1468 and not as conditions which might result in forfeiture of title by Developer; (b) the burden of the covenants and restrictions set forth in this restriction touch and concern the Designated Units in that the Developers legal interest in the Designated Unit and all improvements thereon may be rendered less valuable thereby; and (e) the benefit of the covenants and restrictions set forth in this restriction touch and concern the land by enhancing and increasing the enjoyment and use of the Designated Units by Qualified Purchasers, the intended beneficiaries of such covenants and restrictions. All covenants and restrictions contained herein without regard to technical classification or designation shall be binding upon Developer for the benefit of the City and Qualified Purchasers and such covenants and restrictions shall run in favor of such parties for the entire period during which such covenants and restrictions shall be in force and effect, without regard to whether the City is an owner of any land or interest therein to which such covenants and restrictions relate. Developer shall attach a copy of this restriction to any purchase and sale contract with respect to the Designated Unit in the form approved by the City Attorney. 8. Utilization of Designated Units. All Designated Units required by this Agreement shall be sold and fully utilized in accordance with this Agreement; no Designated Unit shall be withdrawn from the market or otherwise held vacant. No Designated Unit shall be leased or rented without the written permission of City. The City shalt not grant permission to lease, rent, or sublet the Designated Unit if it finds that the prospective tenant or occupant is not a Qualified Purchaser. 9. Maintenance of Units. Developer or any successors, including but not limited to any homeowners association that may be formed, shall provide the Designated Units with the same levels of services and maintenance as is provided to the other dwelling units on the Property. The Developer shall cause the covenants, conditions and restrictions governing the residential units at the Project provide that there shall be no discrimination in benefits and services to the Designated Units. B /

109 anything required by Federal and State laws and regulations promulgated thereunder applicable to the construction, management, maintenance and sale of the Designated tenant or potential tenant on the basis of sex, color, race, religion, ancestry, national potential or actual occupancy of minor children. Developer further agrees to take affirmative action to ensure that no such person is discriminated against for any of the above-mentioned reasons. benefit of City and Developer, and their respective successors, owners and assigns. enforce or to interpret any of the terms of this Agreement, the prevailing party shall be Developer shall not assign this Agreement without the prior written approval of City. Agreement acknowledges that no representations, inducements, promises or agreements, Units. Units shall require Developer or City to do anything contrary to or refrain from doing 1!. Prohibition Against Discrimination. Developer shall not discriminate against any origin, age, pregnancy, marital status, family composition, sexual orientation, or the entitled to an award of reasonable attorney s fees in an amount determined by the court. exhibits, constitutes the entire agreement between the parties. Each party to this orally or otherwise, have been made by any party, or anyone acting on behalf of any volunteers from and against any loss, liability, claim or judgment relating in any manner Agreement, which is not cured within thirty (30) days after receipt of notice from the not contained in this Agreement shall not be valid or binding. This Agreement may be amended only by written instrument signed by both City and Developer. written notice of default to the party in default specifying the default complained of by party, which are not embodied herein, and that any other agreement, statement or promise event of default hereunder shall not constitute a waiver of such right or any other right in the event of a subsequent default. other party, constitutes a default under this Agreement. The party who so fails or delays must immediately commence to cure, correct or remedy such failure or delay, and shall may not initiate proceedings against the party in default until 30 days after giving such the injured party. Except as required to protect against further damages, the injured party complete such cure, correction or remedy with due diligence. The injured party shall give to this Agreement. of Beverly Hills and its elected officials, officers, agents, employees, representatives, and 10. Federal and State Laws. Nothing contained herein with regard to the Designated 12. Successors and Assigns. This Agreement shall be binding upon and inure to the 13. Attorney s Fees. In any action brought to declare the rights granted herein or to 14. Entire Agreement. The text herein, consisting of pages and four (4) 15. Non-Waiver. Failure to exercise any right City may have or be entitled to, in the 16. Indemnification. Developer shall defend, indemnify and hold harmless the City 17. Default. Failure or delay by either party to perform any term or provision of this /

110 notice. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default 18. Remedies regarding Designated Units. (a) Any individual who sells or rents (including subleasing) a Designated Unit in violation of the provisions of this Agreement shall be required to forfeit to City all monetary amounts so obtained. (b) City may institute any appropriate legal actions or proceedings necessary to ensure compliance with this Agreement, including but not limited to: (i) actions to revoke, deny or suspend the Project Approvals, building permit, and/or certificate of occupancy; and (ii) actions for injunctive relief or damages. 19. Further Assurances and Recordation. Developer shall execute any ffirther documents consistent with the terms of this Agreement, including documents in recordable form and do such further acts as may be necessary, desirable or proper as City shall from time to time find necessary or appropriate to effectuate its purpose in entering this Agreement. 20. Governing Law. The laws of the State of California shall govern this Agreement. Any legal action brought under this Agreement must be instituted in the Superior Court of the County of Los Angeles, State of California, in an appropriate municipal court in that County, or in Federal District Court in the Central District of California. 21. Notices. All notices required herein shall be sent by certified mail, return receipt requested or express delivery service with a delivery receipt and shall be deemed to be effective as date received or the date delivery was refused as indicated on the return receipt, as follows: To Developer: To City: With a copy to: Wilshire Colonial Partners, LLC Wilshire Boulevard, Suite 700 Los Angeles, California Director of Community Development City of Beverly Hills 455 North Rex ford Drive Beverly Hills, California City Attorney City of Beverly Hills 455 North Rex ford Drive Beverly Hills, California The parties may subsequently change addresses by providing written notice of the change in address to the other parties in accordance with this Section /

111 22. City s Right to Inspect Units and Documents. The City may inspect the Designated Units and any documents or records relating thereto, at any reasonable time to determine Developer s compliance with this Agreement. 24. Implementation. The City hereby authorizes the Mayor to execute this Agreement and the Director of Community Development to take all necessary action to implement this Agreement. [Purposely Left Blank] B /

112 City CITY OF BEVERLY HILLS, a municipal corporation JIMMY DELSHAD Mayor of the City of Beverly Hills, California /

113 Name: LLC, a California limited liability Title: Title: Name: Developer WILSHiRE COLONiAL PARTNERS, company B /

114 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY [to be added] B /

115 APN: and and 99 of Maps, in the Office of the CounW RecOrder of said County. Lot 689 of Tract No. 4988, in the City of Beverly Hills, as per map recorded in Book 54 Pages 98 PARCEL B: Lots 686, 687 and 688 of Tract No. 4988, In the City of Beverly Hilts, as per map recorded in Book 54 Pages 98 and 99 of Maps, in the Office of the County Recorder of said County. PARCEL A: follows; Real property in the City of Beverly Hilts, County of Los Angeles, State of California, described as The land referred to in this policy is described as follows: 880

116 EXHIBIT B MAP DEPICTING LOCATION OF DESIGNATED UNITS [to be added] B /

117 EXHIBIT C SAMPLE CALCULATION OF AFFORDABLE SALES PRICE [to be added] B /

118 EXHIBIT D FORM OF PURCHASER AFFORDABILITY AGREEMENT [to be added] B /

119 EXHIBIT C Easement for Excess Parking Spaces /

120 Exempt from Documentary Transfer Tax RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Beverly Hills Beverly Hills City Hall 455 North Rex ford Drive Beverly Hills, California Attention: City Clerk [Space above this line for Recorder s use] AGREEMENT AND GRANT OF EASEMENTS This Agreement and Grant of Easements (the Agreement ), dated 200, is entered into by and between Wilshire Colonial Partners, LLC, a California Limited Liability Company ( Developer ), and the City of Beverly Hilts, a California municipal corporation ( City ), with reference to the following facts and objectives: A. Developer is the owner of certain real property located in the City of Beverly Hills, County of Los Angeles, State of California, which is more particularly described in Exhibit I, attached hereto and incorporated herein (the Property ). B. Developer and City have entered into a Development Agreement, effective on, for the constmction of a mixed-use development generally consisting of 6,383 square feet of ground floor retail/commercial space and a maximum of 26 residential condominiums units, as is more particularly described therein ( Development Agreement ). C. Pursuant to the Development Agreement, the Developer has an obligation to grant to the City for its own exclusive use or that of its designees, nine parking spaces referred to as the Excess Parking Spaces and to execute, deliver and grant to the City an easement for said Excess Parking Spaces. D. The Excess Parking Spaces are located with the subterranean parking garage on the Property and are more particularly depicted in terms of location and spaces in Exhibit 2, attached hereto and incorporated herein. ( Easement Area ) E. The parties now desire to enter into this Agreement to provide for the grant of easement rights described above under the terms and conditions of this Agreement. B l

121 NOW, THEREFORE, for valuable consideration, the parties agree as follows: 1. Accuracy of Recitals. The City hereby acknowledges and confirms the accuracy of the Recitals in this Easement, which Recitals are hereby incorporated into and made part of this Easement. 2. Grant of Easement. Developer hereby grants to City a perpetual and exclusive easement on, over and under Easement Area for the respective purposes described in Paragraph 3. Developer shall not install or construct any structure in such a manner as to adversely affect the City s use of the Easement Areas as permitted by this Agreement, nor shall Developer operate the parking garage so as to prevent the City from having access to the Easement Area. 3. Purpose/Use of Easement Area A. City shall have the right of ingress and egress to and from Stanley Drive (or such other location from which access is provided from the public street to the Property) through the parking garage to the Easement Area for the purposes of parking vehicles in said Excess Parking Spaces. City and its designees shall have the right to park exclusively in the Easement Area. City shall have the sole right to determine who may park in the Easement Area. 4. Property Taxes. The fee owner of the Easement Area shall be solely responsible for the payment of all real property taxes and assessments, with respect to the Easement Area, if any. 5. Developer Obligations of Easement Area. Developer shall have the obligations over the Easement Area as is described in the Development Agreement and those obligations are incorporated herein by this reference. 5. Indemnity. Developer shall indenmify, defend and hold City and all successors and assigns harmless from any and all claims, demands (including demands by any governmental agency), costs, expenses, penalties, damages, losses, or judgments and liens, including without limitation, reasonable attorneys fees (collectively, Liabilities ) arising or which are alleged to arise from any breach of Developer s obligations under this Agreement. Such indemnity shall survive the expiration or termination of this Agreement. 6. Miscellaneous. 6.1 This Agreement shall be binding upon the successors and assigns of the Developer and shall inure to the benefit of the successors and assigns of the City. This easement is intended to burden the parking garage and land on which the parking garage is located and shall mn with such land and shall benefit property owned by the City in the City of Beverly Hills and property owned by any of City s designees who are permitted by the City to enter the Property and use and park in the Excess Parking Spaces. 6.2 This Agreement shall be governed by and interpreted under the laws of the State of California. The parties respective rights and remedies under this Agreement B I/

122 are cumulative with and in addition to all other legal and equitable rights and remedies which the parties may have under applicable law. The invalidity of any term or provision of this Agreement, as determined by a court of competent jurisdiction, shall in no way affect the validity of any other term or provision hereof 6.3 If any action or proceeding is commenced by any party to enforce the terms or provisions of this Agreement, the prevailing party shall be entitled to recover from the other party reasonable attorneys fees and costs in addition to any other relief awarded by the court. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above. GRANTOR: WILSHIRE COLONIAL PARTNERS, LLC, a California limited liability company Name: Title: Name: Title: B /

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

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

125 GRANTEE: CITY OF BEVERLY HILLS, a California municipal corporation By: Title: /

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

127 EXHIBIT 1 Legal Description of Property and Parking Garage /

128 APN: and and 99 of Mafls, in the Office of the County Recorder of said County. Lot 689 of Tract No. 4988, in the CIty of Beverly HilI, as per map recorded in Book 54 Pages 98 PARCEL B: Book 54Pages 98 and 99 of Maps, In the Office of the County Recorder of said County. Loft 686, 687 and 688 of Tract No. 4988, In the CIty of Beverly Hilts, as per map recorded In PARCEL A: Real propeity in the CIty of Beverly Hills, County of Los Angeles, State of California, described as follows: The land referred to in this policy Is described as follows: 893

129 EXhIBIT 2 Map Depicting Location of Excess Parking Spaces B I/

130 Title: EXHIBiT 3 FORM OF ACCEPTANCE CERTIFICATION 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 200, executed by the hereby accepted by the undersigned officer on behalf of the City of Beverly Hills pursuant to the authority conferred by resolution of the City Council of the City of Beverly Hills adopted on 200_, and the grantee consents to recordation thereof by its duly authorized officer. Dated: 200 Print Name: STATE OF CALIFORNIA ) ) COUNTY OF LOS ANGELES ) On 200_, before me, a Notary Public in and for the State of California, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Notary Public in and for the State of California (SEAL) B /

131 Planning Commission Report 8600 Wilshire Boulevard March 28, 2019 ATTACHMENT 0 CALIFORNIA STATE INCOME LEVELS (2018) 896

132 RIJSINESS STATE 1W 1AI IFORNIA - 1DNSUMER SERVICES AND HOUSINC ADENCY EDMUND RROWN JR. ôvmor DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT DIVISION OF HOUSING POLICY DEVELOPMENT 2020 W. El Camino Avenue, Suite 500 Sacramento, CA (916) / FAX (916) April 26, 2018 MEMORANDUM FOR: Interested parties FROM: Zachary Olmstead, Deputy Director Division of Housing Policy Development SUBJECT: State Income Limits for 2018 Attached are briefing materials and State Income Limits for 2018 that are now in effect and replace 2017 State Income Limits. Income limits reflect updated median income and household income levels for extremely low-, very low-, low-, and moderate-income households for California s 58 counties. The 2018 State Income Limits are on the Department of Housing and Community Development (HCD) website at hcd.ca.gov/qrants-funding/income Iimits/state-and-federal-income-Iimits.shtml. State Income Limits apply to designated programs, are used to determine applicant eligibility (based on the level of household income), and may be used to calculate affordable housing costs for applicable housing assistance programs. Use of State Income Limits are subject to a particular program s definition of income, family, family size, effective dates, and other factors. In addition, definitions applicable to income categories, criteria, and geographic areas sometimes differ depending on the funding source and program, resulting in some programs using other income limits. The attached briefing materials detail California s 2018 Income Limits and were updated based on: (1) changes to income limits the U.S. Department of Housing and Urban Development (HUD) released on April 1, 2018 for its Public Housing and Section 8 Housing Choice Voucher Program and (2) adjustments HCD made based on State statutory provisions and its 2013 Hold Harmless (HH) Policy. Since 2013, HCD s HH Policy has held State Income Limits harmless from any decreases in household income limits and median income levels that HUD may apply to the Section 8 Income Limits. HUD determined its HH Policy was no longer necessary due to federal law changes in 2008 (Public Law ) prohibiting rent decreases in federal or private activity bond funded projects. For questions concerning State Income Limits, please contact HCD staff at (916)

133 2018 State Income Limits Briefing Materials California Code of Regulations, Title 25, Section 6932 Overview The Department of Housing and Community Development (HCD), pursuant to Health & Safety Code Section 50093(c), must file updates to its State Income Limits with the Office of Administrative Law. HCD annually updates these income limits based on U.S. Department of Housing and Urban Development (HUD) revisions to the Public Housing and Section 8 Housing Choice Voucher Program that HUD released on April 1, HUD annually updates its Section 8 Income Limits to reflect changes in median family income levels for different size households and income limits for extremely low, very low, and low-income households. HCD, pursuant to statutory provisions, makes the following additional revisions: (1) If necessary, increase a county s area median income to equal California s non-metropolitan median income, (2) adjusts area median income and household income category levels to not result in any decrease for any year after 2009 pursuant to HCD s February 2013 HH Policy. HCD s HH Policy was implemented to replace HUD s HH Policy, discontinued in 2009, to not decrease income limits and area median income levels below a prior year s highest level and, (3) determines income limits for California s moderate income category. Following are brief summaries of technical methodologies used by HUD and HCD in updating income limits for different household income categories. For additional information, please refer to HUD s briefing materials at htts:// 8/IncomeLimitsMethodoloqy- FYI 8.pdf. HUD Methodology HUD Section 8 Income Limits begin with the production of median family incomes. HUD uses the Section 8 program s Fair Market Rent (FMR) area definitions in developing median incomes, which means developing median incomes for each metropolitan area, parts of some metropolitan areas, and each non-metropolitan county. The 2018 FMR area definitions are unchanged from last year. HUD calculates Section 8 Income Limits for every FMR area with adjustments for family size and for areas with unusually high or low family income or housing-cost-to-income relationships. Extremely Low-Income In determining the extremely low-income limit, HUD uses the Federal Poverty Guidelines, published by the Department of Health and Human Services. HUD compares the appropriate poverty guideline with 60% of the very low-income limit and choose the greater of the two. The value may not exceed the very low-income level. Very Low-Income The very low-income limits are the basis for all other income limits. The very low-income limit typically reflects 50 percent of median family income (MFI) and HUD s MFI figure generally equals two times HUD s 4-person very low-income limit. HUD may adjust the very low-income limit for an area or county to account for conditions that warrant special considerations. As such, the very low-income limit may not always equal 50% MEl. Low-Income In general, most low-income limits represent the higher level of: (1) 80 percent of MFI or, (2) 80 percent of state non-metropolitan median family income. However, due to adjustments that HUD sometimes makes to the very low-income limit, strictly calculating low-income limits as 80 percent of MFI could produce unintended anomalies inconsistent with statutory intent (e.g. very low-income limits being higher than low-income limits).therefore, HUD s briefing materials specify that, with some exceptions, the low-income limit reflect 160 percent of the very low-income limit. Page 2 of 4 898

134 2018 State Income Limits Briefing Materials California Code of Regulations, Title 25, Section 6932 HUD may apply additional adjustments to areas with unusually high or low housing-costs-to-income relationships and for other reasons. This could result in low-income limits exceeding MFI. Median Family Income/Area Median Income HUD references and estimates the MEl in calculating the income limits. California law and State Income Limits reference Area Median Income (AM I) that, pursuant to Health & Safety Code 50093(c), means the MEl of a geographic area, estimated by HUD for its Section 8 Program. HUD s calculations of Section 8 Income Limits begin with the production of MFI estimates. This year, MFI estimates use the 2015 American Community Survey. HUD then adjusts the survey data to account for anticipated income growth by applying the Consumer Price Index inflation forecast published by the Congressional Budget Office through mid HUD uses the MEl to calculate very low-income limits, used as the basis to calculate income limits for other income categories. For additional information, please see HUD s methodology describing 2018 MFI s at huduser.qov/portal/datasets/ii/ill 8/Medians-Methodology-FYi 8r. pdf. Adjustment Calculations HUD may apply adjustments to areas with unusually high or low family income, uneven housing-cost-toincome relationship, or other reasons. For example, HUD applies an increase if the four-person very low-income limit would otherwise be less than the amount at which 35 percent of it equals 85 percent of the annualized two-bedroom Section 8 FMR (or 40th percentile rent in 50th percentile FMR areas). The purpose is to increase the income limit for areas where rental-housing costs are unusually high in relation to the median income. In certain cases, HUD also applies an adjustment to the income limits based on the state nonmetropolitan median family income level. In addition, HUD restricts adjustments so income limits do not increase more than five percent of the previous year s very low-income figure OR twice the increase in the national MEl, whichever is greater. For the 2018 income limits, the maximum increase is 11.5% from the previous year. This adjustment does not apply to the extremely low-income limits. Please refer to HUD briefing materials for additional information on the adjustment calculations. Income Limit Calculations for Household Sizes Other Than 4-Persons The income limit statute requires adjustments for family size. The legislative history and conference committee report indicates that Congress intended that income limits should be higher for larger families and lower for smaller families. The same family size adjustments apply to all income limits, except extremely low-income limits, which are set at the poverty income threshold. They are as follows: Number of Persons in Household: Adjustments: 70% 80% 90% Base 108% 116% 124% 132% Income Limit Calculations for Household Sizes Greater Than 8-Persons For households of more than eight persons, refer to the formula at the end of the table for 2018 Income Limits. Due to the adjustments HUD can make to income limits in a given county, table data should be the only method used to determine program eligibility. Arithmetic calculations are applicable only when a household has more than eight members. Please refer to HUD s briefing material for additional information on family size adjustments. Page 3 of 4 899

135 HCD Methodology 2018 State Income Limits Briefing Materials California Code of Regulations, Title 25, Section 6932 State law (Health & Safety Code Section 50093, et. seq.) prescribes the methodology HCD uses to update the State Income Limits. HCD utilizes HUD s Section 8 Housing Choice Voucher Program Income Limits. HCD s methodology involves: (1) increasing a counties median income established by HUD to equal California s non-metropolitan county median income determined by HUD, (2) applying HCD s HH Policy, in effect since 2013, to not allow decreases in area median income levels and household income category levels, and (3) determining income limit levels applicable to California s moderate-income households defined by law as household income not exceeding 120 percent of county area median income. Area Median Income and Income Category Levels HCD, pursuant to federal and State law, adjusts median income levels for all to counties so they are not less than the non-metropolitan county median income established by HUD ($59,700 for 2018). Next, HCD, for all counties, applies its HH policy to ensure area median income and income limits for all household income categories do not fall below any level achieved in the prior year. Moderate-Income Levels HCD is responsible for establishing California s moderate-income limit levels. After calculating the 4- person area median income (AM I) level as previously described, HCD sets the maximum moderateincome limit to equal 120 percent of the county s AMI. Applicability of California s Official State Income Limits Applicability of the State Income Limits are subject to particular programs as program definitions of factors such as income, family, and household size, etc. vary. Some programs, such as Multifamily Tax Subsidy Projects (MTSP5), use different income limits. For MTSPs, separate income limits apply per provisions of the Housing and Economic Recovery Act (HERA) of 2008 (Public Law ). Income limits for MTSPs are used to determine qualification levels as well as set maximum rental rates for projects funded with tax credits authorized under Section 42 of the Internal Revenue Code (Code). In addition, MTSP income limits apply to projects financed with tax-exempt housing bonds issued to provide qualified residential rental development under Section 142 of the Code. These income limits are available at hud user. orqldatasets/mtsp. html. Page 4 of 4 900

136 Section Income Limits Income Number of Persons in Household County Category I I 8 Last page instructs how to use income limits to determine applicant eligibility and calculate affordable housing cost and rent Alameda County 4-Person Area Median Income: $104,400 Extremely Low Very Low Income Low Income Median Income Moderate Income Alpine County 4-Person Area Median Income: $94,900 Extremely Low Very Low Income Low Income Median Income Moderate Income Amador County 4-Person Area Median Income: $73,600 Extremely Low Very Low Income Low Income Median Income Moderate Income ç Butte County 4-Person Area Median Income: $62,600 Extremely Low Very Low Income Low Income Median Income Moderate Income Calaveras County 4-Person Area Median Income: $72,300 Extremely Low Very Low Income Low Income Median Income Moderate Income Colusa County 4-Person Area Median Income: $59,900 Extremely Low Very Low Income Low Income Median Income Moderate Income Contra Costa County 4-Person Area Median Income: $104,400 Extremely Low Very Low Income Low Income Median Income Moderate Income Del Norte County Extremely Low Person Very Low Income Area Median Income: Low Income $59,900 Median Income Moderate Income

137 County Income Number of Persons in Household Category I 2 3 I I 6 8 Last page instructs how to use income limits to determine applicant eligibility and calculate affordable housing cost and rent El Dorado County Extremely Low Person VeryLowincome Area Median Income: Low Income $80,100 Median Income Moderate Income Fresno County 4-Person Area Median Income: $59,900 Extremely Low Very Low Income Low Income Median Income Moderate Income Glenn County 4-Person Area Median Income: $59,900 Extremely Low Very Low Income Low Income Median Income Moderate Income Humboldt County 4-Person Area Median Income: $59,900 Extremely Low Very Low Income Low Income Median Income Moderate Income Imperial County 4-Person Area Median Income: $59,900 Extremely Low Very Low Income Low Income Median Income Moderate Income lnyo County 4-Person Area Median Income: $72,000 Extrerne!y Low Very Low Income Low Income Median Income Moderate Income Kern County 4-Person Area Median Income: $59,900 Extremely Low Very Low Income Low Income Median Income Moderate Income Kings County Extremely Low Person VeryLowlncome Area Median Income: Low Income $59,900 Median Income Moderate Income

138 County Income Number of Persons in Household Category I f f 7 8 Last page instructs how to use income limits to determine applicant eligibility and calculate affordable housing cost and rent Lake County 4-Person Area Median Income: $59,900 Extremely Low Very Low Income Low Income Median Income Moderate Income Lassen County 4-Person Area Median Income: $69,400 Extremely Low Very Low Income Low Income Median Income Moderate Income Los Angeles County 4-Person Area Median Income: $69,300 Extremely Low Very Low Income Low Income Median Income Moderate Income Madera County 4-Person Area Median Income: $59,900 Extremely Low Very Low Income Low Income Median Income Moderate Income Mann County 4-Person Area Median Income: $118,400 Extremely Low Very Low Income Low Income Median Income Moderate Income Mariposa County 4-Person Area Median Income: $65,500 Extremely Low Very Low Income Low Income Median Income Moderate Income Mendocino County 4-Person Area Median Income: $60,600 Extremely Low Very Low Income Low Income Median Income Moderate Income Merced County Extremely Low Person Very Low Income Area Median Income: Low Income $59,900 Median Income Moderate Income

139 Income Number of Persons in Household County Category I 2 3 f Last page instructs how to use income limits to determine applicant eligibility and calculate affordable housing cost and rent Modoc County Extremely Low Person Very Low Income Area Median Income: Low Income $59,900 Median Income Moderate Income Mono County 4-Person Area Median Income: $81,200 Extremely Low Very Low Income Low Income Median Income Moderate Income $ Monterey County 4-Person Area Median Income: $69,100 Extremely Low Very Low Income Low Income Median Income Moderate Income Napa County 4-Person Area Median Income: $91,000 Extremely Low Very Low Income Low Income Median Income Moderate Income Nevada County 4-Person Area Median Income: $73,500 Extremely Low Very Low Income Low Income Median Income Moderate Income Orange County 4-Person Area Median Income: $92,700 Extremely Low Very Low Income Low Income Median Income Moderate Income $ Placer County 4-Person Area Median Income: $80,100 Extremely Low Very Low Income Low Income Median Income Moderate Income $ $ Plumas County Extremely Low Person Very Low Income Area Median Income: Low Income $63,300 Median Income Moderate Income

140 Income Number of Persons in Household County Category Last page instructs how to use income limits to determine applicant eligibility and calculate affordable housing cost and rent Riverside County 4-Person Area Median Income: $65,800 Extremely Low Very Low Income Low Income Median Income Moderate Income $ Sacramento County 4-Person Area Median Income: $80,100 Extremely Low Very Low Income Low Income Median Income Moderate Income San Benito County 4-Person Area Median Income: $81,100 Extremely Low Very Low Income Low Income Median Income Moderate Income San Bernardino County 4-Person Area Median Income: $65,800 Extremely Low Very Low Income Low Income Median Income Moderate Income San Diego County 4-Person Area Median Income: $81,800 Extremely Low Very Low Income Low Income Median Income Moderate Income $ San Francisco County 4-Person Area Median Income: $118,400 Extremely Low Very Low Income Low Income Median Income Moderate Income San Joaquin County 4-Person Area Median Income: $66,300 Extremely Low Very Low Income Low Income Median Income Moderate Income San Luis Obispo County Extremely Low Person VeryLowincome Area Median Income: Low Income $83,200 Median Income Moderate Income

141 Income Number of Persons in Household County Category I Last page instructs how to use income limits to determine applicant eligibility and calculate affordable housing cost and rent San Mateo County Extremely Low Person Very Low Income Area Median Income: Low Income $118,400 Median Income Moderate Income Santa Barbara County 4-Person Area Median Income: $79,600 Extremely Low Very Low Income Low Income Median Income Moderate Income Santa Clara County 4-Person Area Median Income: $125,200 Extremely Low Very Low Income Low Income Median Income Moderate Income Santa Cruz County 4-Person Area Median Income: $87,000 Extremely Low Very Low Income Low Income Median Income Moderate Income Shasta County 4-Person Area Median Income: $61,800 Extremely Low Very Low Income Low Income Median Income Moderate Income Sierra County 4-Person Area Median Income: $71,800 Extremely Low Very Low Income Low Income Median Income Moderate Income Siskiyou County 4-Person Area Median Income: $59,900 Extremely Low Very Low Income Low Income Median Income Moderate Income Solano County Extremely Low Person Very Low Income Area Median Income: Low Income $83,700 Median Income Moderate Income

142 Income Number of Persons in Household County Category I Last page instructs how to use income limits to determine applicant eligibility and calculate affordable housing cost and tent Sonoma County Extremely Low Person VeryLowlncome Area Median Income: Low Income $84,100 Median Income Moderate Income Stanislaus County 4-Person Area Median Income: $62,000 Extremely Low Very Low Income Low Income Median Income Moderate Income $ Sutter County 4-Person Area Median Income: $60,000 Extremely Low Very Low Income Low Income Median Income Moderate Income $ Tehama County 4-Person Area Median Income: $59,900 Extremely Low Very Low Income Low Income Median Income Moderate Income $ Trinity County 4-Person Area Median Income: $59,900 Extremely Low Very Low Income Low Income Median Income Moderate Income Tulare County 4-Person Area Median Income: $59,900 Extremely Low Very Low Income Low Income Median Income Moderate Income Tuolumne County 4-Person Area Median Income: $66,700 Extremely Low Very Low Income Low Income Median Income Moderate Income $ $ Ventura County Extremely Low Person Very Low Income Area Median Income: Low Income $96,000 Median Income Moderate Income

143 Income Number of Persons in Household County Category I 2 3 I Last page instructs how to use income limits to determine applicant eligibility and calculate affordable housing cost and rent Yolo County Extremely Low Person Very Low Income Area Median Income: Low Income $85,100 Median Income Moderate Income YubaCounty ExtremelyLow Person Very Low Income Area Median Income: Low Income $60,000 Median Income Moderate Income Instructions: Eligibility Determination: Use household size income category figures in this chart. Determine eligibililty based on actual number of persons in household and total of gross income for all persons. Determination of Income Limit for Households Larger than Eight Persons: Per person (PP) adjustment above 8: (1) multiply 4-person income limit by eight percent (8%), (2) multiply result by number of persons in excess of eight, (3) add the amount to the 8-person income limit, and (4) round to the nearest $50. Yuba County E X A M P L E 4 persons 8% PP Ad] + 8 persons =9 persons 8person+ 8%Adjx2 =10 persons Extremely Low 25, ,550 41,550 39, ,550 Very Low Income 30, ,550 41,950 39, ,350 Lower Income 48, ,250 67,100 63, ,950 Moderate Income 72, ,650 94, ,400 Calculation of Housing Cost and Rent: Refer to Heath & Safety Code Sections and Use benchmark household size and multiply against applicable percentages defined in H&SC using Area Median Income identified in this chart. Determination of Household Size: For projects with no federal assistance, household size is set at number of bedrooms in unit plus one. For projects with federal assistance, household size may be set by multiplying 1.5 against the number of bedrooms in unit. HUD Income Limits release: HUD FY 2018 California median incomes: State median income: $77,500 Metropolitan county median income: $78,200 Non-metropolitan county median income: $59,700 Note: Authority cited: Section 50093, Health and Safety Code. Reference: Sections , 50093, and 50106, Health and Safety Code. 908