First Amendment and Contract — Redondo Beach City Council, June 14, 2022

FIRST AMENDMENT TO

SERVICES REIMBURSEMENT AGREEMENT
This First Amendment ("First Amendment") to the Services Reimbursement Agreement ("Agreement") is made and entered into by and between the CITY OF REDONDO BEACH, a chartered municipal corporation (" City") and SOUTH BAY CENTER SPE, LLC, a Delaware limited liability company ("South Bay Center"), and is effective as of July 1, 2019.

Recitals
WHEREAS, the City and South Bay Center entered into that certain Services Reimbursement Agreement ("Agreement") on August 15, 2017 for deployment of City peace officers at the South Bay Galleria (" Galleria"), and partial reimbursement of that specialized deployment by South Bay Center.

WHEREAS, the parties wish to extend the.Agreement for another two-year term.

NOW, THEREFORE, in consideration for the above recitals and of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, theparties hereto agree as follows:

Agreement

1. Incorporation of Recitals. Each of the above recitals is incorporated into this Agreement as if restated in full.

2. Term. The term of the Agreement shall expire at 11: 59 p. m. on June 30, 2021 Term"). The City may extend this agreement for one additional year by providing South Bay Center written request to extend by the City Manager or his designee and upon approval by the Mayor.

3. Reimbursement. The. following Reimbursement Periods shall be added to Section 5 as follows:

Reimbursement.Periods pursuant to the First.Amendment
1 July 1, 2019- December 31, 201.9
2 January 1, 2020- June 30, 2020
3 July 1, 2020- December 31, 2020
4 January 1, 2021- June 30, 2021
If this Agreement is extended one additional year to June 30, 2022, the following Reimbursement Periods shall also be added to Section 5 as follows:
1 f1 Y
Additional Reimbursement Periods for the One Year Extension 1 July 1, 2021- December 31, 2021
2 January 1, 2022- June 30, 2022

4. No OtherAmendments. Except:as expressly stated herein, the Agreement and this First Amendment shall remain unchanged and remain in full force and effect. The Agreement and this First Amendment constitute the entire agreement between the parties and supersede any previous oral or written agreement with respect to the subject matter hereof. In the event of any inconsistency between the terms of the Agreement and this First Amendment the terms of this First Amendment shall govern.

SIGNATURES ON THE NEXT PAGE)
2 CITY OF REDONDO BEACH, a
chartered municipal corporation
organized under the laws of the State
of California
fC CQ
William C. Brand, Mayor
Attest: Approved as to Form:

Etta4.11 iL(011-g Alio-ccieli
Eleanor Manzano, leek Michael W. Webb, City Attorney

SOUTHBAY CENTER SPE, LLC,
a Delaware Limited Liability Company
By: QIC Properties US, Inc., a

URANCE APPRMD I
i
BY. \ DATE. e
iy 1
By; A:1° i--\____
Title:

Daniel Rowan
Vice President
3 az,

SERVICES REIMBURSEMENT AGREEMENT
This Services Reimbursement Agreement(" Agreement") is made and entered into by and between the CITY OF REDONDO BEACH, a chartered municipal corporation (" City") and SOUTH BAY CENTER SPE, LLC, a Delaware limited liability company (" Forest City"), and is effective as of August 15, 2017.

Recitals
WHEREAS, the City and Forest City desire to memorialize the terms and conditions for deployment of City peace officers at the South Bay Galleria ( Galleria"), and partial reimbursement of that specialized deployment by Forest City.

WHEREAS, Forest City maintains a separate security department related to the Galleria Galleria Security Department"); and
WHEREAS, both parties have approved this Agreement and have otherwise complied with all requirements that are prerequisites to entering into this Agreement.

Agreement
Incorporation of Recitals. Each ofthe above recitals is incorporated into this Agreement as ifrestated in full.

2. Term. The term of this Agreement will begin on August 15, 2017, and will expire at 11: 59 p. m. on June 30, 2019 (" Term').

3. Deployment Conditions:
a. The City shall have sole discretion as to the selection, deployment, and supervision of City peace officers assigned to the Galleria (" Deployment"). b. City peace officers shall wear a City uniform and possess appropriate Cityprovided on- duty equipment during any Deployment. c. Forest City shall provide to deployed City peace officers operating communication devices permitting communication between City peace officers and the Galleria Security Department. City shall provide alternative contact information for each peace officer as a backup in case communication devices fail to operate or are in use during an emergency.
d. City peace officer deployed at the Galleria shall only be responsible to enforce state and local laws. City peace officers shall not enforce private rules, including 1 but not limited to. Galleria' s rules, regulations, or operating procedures(" Galleria Rules"). If observed, City peace officers may report observed violations of Galleria Rules to the Galleria Security Department, who shall then have sok responsibility to defer or enforce in its absolute discretion. In the event a violation of a private rule escalates to a violation of a public law. City peace officers will respond to such violation.
e. The parties intend Deployment ofCity peace officers at the Galleria for an average of ninety hours( 90 hours) per week, with two( 2) City peace officers scheduled for Fridays and Saturdays. The weekly number of hours may vary depending upon:
1) availability ofCity peace officers electing to work Deployment; 2) normal City police staffing requirements; 3) other agreements between the City and the Galleria Security Department; and 4) areas of focus identified cooperatively by Forest City' s property manager and the City' s Police Chief for peace officers deployed at the Galleria.
f. City peace officer shall record their arrival and departure times at the Galleria.

Reimbursement for each deployed City peace officer shall commence thirty ( 30) minutes prior to arrival and terminate thirty (30) minutes atter departure (" Travel Time").
g. City peace officer shall at all times remain subject to the Redondo Beach Police Department' s chain ofcommand. City peace officers may respond to requests for assistance, but shall not be directed or controlled, by the Galleria Security Department.
h. In the event a City peace officer scheduled for Deployment is unable to perform sen-ices and a replacement will not be deployed, the City shall within a reasonable time notify the Galleria Security Department.

The rendition of services, standard of performance, and discipline of City peace officers, on all matters related to the performance of Deployment services, shall remain exclusively with the City.
j. City will make available during Deployment marked City police vehicles. The availability, number, and duration of use of such vehicles are within the sole discretion of the City.
k. City shall maintain the substation( described in Section 4( d) below) in good repair. in accordance with all laws, regulations, governmental directives and private restrictions, and in an orderly fashion, and will provide its own equipment to generate reports or otherwise fulfill its obligations under this Agreement.

4. Obligations of Forest City. Forest City shall:
a. Have sole and exclusive responsibility to train, supervise, and control the Galleria Security Department, its employees, independent contractors, or agents, as well as all other Forest City employees, independent contractors, or agents. 2 b. Repair or replace any Galleria communication devices provided to City peace officers.
c. Not interfere with, or claim a breach of this Agreement as a result of, any City peace officer leaving the Galleria if that officer is called upon by a supervisor to respond to a request for police services off Galleria property. Forest City shall not be responsible for reimbursement for such time an officer is responding to, involved with, or returning from such an off property service request. d. Maintain a police substation at the Galleria for the exclusive use of the City peace officers while performing services at the Galleria. The parties shall, after execution of this Agreement, reasonably establish the location and fixtures of the substation.

City shall incur no cost or expense for the use or construction of the substation.

Subject to the terms, conditions and restrictions set forth in this Agreement, Forest City hereby grants to the City a revocable, non- assignable right to use the substation area to facilitate the City peace officer' s services under this Agreement, to be used in accordance with all laws, regulations, governmental directives and private restrictions, and for no other purpose.
e. Provide to the City by the 15th calendar day of each month an accounting report of each City peace officer' s hours worked at the Galleria for the immediately preceding month. The activity record shall include at a minimum:

The name, dates, times, and number of hours worked by each City peace officer, and
ii. An accurate documented report of time of when a City peace officer started and concluded each work shill(" Work Hours").

5. Reimbursement. For the Term, Forest City shall reimburse the City for total Work Hours and Travel Time of City peace officers performing services at the Galleria pursuant to this Agreement in a sum not to exceed Three Hundred Six Thousand Six Hundred Sixty-Six and 00/ 100 Dollars($ 306, 666. 00) annually, exclusive ofany applicable credits. if payment is timely received by the City (" Maximum Reimbursement").

Reimbursement shall be at the rate of$ 84. 00 per hour( pro- rated for any time increment of less than an hour) (" Reimbursement Rate"). Reimbursement for each period described below ( each a, " Reimbursement Period") shall be the sum obtained by multiplying the total of Work Hours and Travel Time by the Reimbursement Rate, less the amount of time the City peace officers are called away from the Galleria by the City, further, less a per- period credit of Fifty thousand and 00/ 100 Dollars ($ 50,000.00), if payment is timely received by the City. During the performance of services ( July 1, 2017- June 30. 2019), except in the event of non-timely payment ( which shall extinguish any City per-period credit), the reimbursement shall not exceed the Maximum Reimbursement. The City will invoice Forest City after the close of each respective Reimbursement Period.

Payment of the reimbursement shall be made within 45 days of receipt of invoice. 3 Reimbursement Periods
1 July 1, 2017- December 31. 2017
2 January 1, 2018- June 30, 2018
3 July 1, 2018- December 31 , 2018
4 January 1, 2019- June 30, 2019

6. Forest City Indemnification. Forest City shall defend and indemnify the City, its officers, elected officials, agents and employees (" City' s Covered Parties"), from and against damages, claims, demands, costs, expenses, losses or liabilities of any kind or nature arising out of, or are in any way related to, Forest City' s acts, errors or omissions or those of its employees or agents, or arising from or related to its ownership, control, or activity of the Galleria (" Forest City' s Claims"), brought by any third party or parties, which the City' s Covered Parties may sustain or incur or which may be imposed upon them, or any of them, including reasonable and necessary attorneys' fees and legal costs incurred by the City. Forest City shall, upon notice from the City, defend City' s Covered Parties or any of them at Forest City' s sole expense by legal counsel selected by Forest City and reasonably approved by the City. In the event Forest City refuses or fails to provide promptly upon request acceptable legal counsel, Forest City shall reimburse the City for reasonable and necessary attorneys' fees, at rates prevailing in the local legal community, together with all disbursements, litigation expenses, settlements and/ or judgments incurred by the City. Forest City releases the City from any claims of subrogation, indemnification or contribution, in whole or part. arising from or related to any Forest City' s Claims.

7. City Indemnification. City shall defend and indemnify Forest City, its officers, agents and employees (" Forest City' s Covered Parties'), from and against damages, claims, demands, costs, expenses, losses or liabilities of any kind or nature arising out of; or are in any way related to, City' s acts, errors or omissions or those of its employees or agents. or arising from or related to services provided at the Galleria (" City' s Claims"), brought by any third party or parties which the Forest City' s Covered Parties may sustain or incur or which may be imposed upon them, or any of them, including reasonable and necessary attorneys' fees and legal costs incurred by the City. City shall, upon notice from Forest City, defend Forest City' s Covered Parties or any of them at City' s sole expense by legal counsel selected by the City and reasonably approved by Forest City. In the event the City refuses or fails to provide promptly upon request acceptable legal counsel, City shall reimburse Forest City for reasonable and necessary attorneys' fees, at rates prevailing in the local legal community, together with all disbursements, litigation expenses, settlements and/ or judgments incurred by Forest City. The City releases Forest City from any claims ofsubrogation. indemnification or contribution, in whole or part, arising from or related to any City' s Claims.

8. Insurance.
a. Each party shall provide and maintain in force during the term of this Agreement a program of insurance naming the other as additional insured, and shall provide 4 written notice to the other at least thirty ( 30) days advance written notice of expiration or other termination of coverage. Such insurance program shall consist of, but not be limited to, the following forms and amounts:

Comprehensive General Liability (" CGL") Insurance insuring against injury to persons and damage to property arising from their activities subject to the limitations of Sections 6 and 7. Such policy shall have a combined single limit of not less than $ 3, 000, 000 per occurrence. Each party' s CGL insurance must ( i) designate the other party as an additional insured, including with respect to third party claims or actions brought directly against the other party, or against the City and Forest City as codefendants, subject to the limitations of Sections 6 and 7, and ( ii) provide for a severability of interests. Each party may use umbrella or excess liability insurance to achieve the required coverage for CGL insurance, provided that such umbrella or excess insurance results in the same type of coverage as required for the CGL insurance policy. Each party may utilize a $ 500, 000 self-insured retention.
ii. Automobile Liability Insurance. Each party must maintain automobile liability insurance( including coverage for owned and non- owned, hired and non- hired vehicles) with minimum limits of not less than $ 2, 000, 000 per occurrence combined single limit for personal injury, including bodily injury, death, and property damage. Each party' s automobile liability insurance must ( i) designate the other party as an additional insured. including with respect to third party claims or actions brought directly against the other party or against the City and Forest City as co- defendants. and ( ii) provide for a severability of interests. Each party may use umbrella or excess liability insurance to achieve the required coverage for automobile liability insurance, provided that such umbrella or excess insurance results in the same type of coverage as required for the automobile liability insurance policy.
b. General Insurance Requirements.

Insurer Stability and Size. Forest City shall procure all insurance coverage required in this Agreement from a company or companies possessing an A. M. Best rating of A- or better, unless otherwise agreed in writing by City. ii. Insurer Qualification. Forest City shall obtain all insurance coverage required under this Agreement from a company or companies who are listed as " Admitted Carriers" by the California Department of Insurance. iii. Claims Made Policies. If any of the required policies provide coverage on a claims- made basis:
5 L The retroactive date of coverage must be shown and must be the earlier of (a) July I. 2017. ( b) the effective date of any applicable agreement between Forest City and City, or ( c) the beginning of Deployment.

2. Insurance coverage must be maintained and evidence of insurance must be provided for at least five ( 5) years after expiration of this Agreement.

3. If coverage is canceled or non-renewed, and not replaced with another claims- made policy form with a retroactive date consistent with this Agreement, each party must purchase " extended reporting" coverage for a minimum of five ( 5) years after expiration of this Agreement.
iv. Certificate of Insurance. Forest City shall provide the City with certificates of insurance evidencing the required coverage concurrently with the execution of this Agreement, upon each renewal of such policies, and in all events provide to the City a certificate showing uninterrupted compliant renewed, continued or replacement coverage not later than ten ( 10) days prior to the expiration of any existing policy of insurance. The certificates of insurance must include a clause that obligates the insurers to give the City at least thirty (30) days advance written notice of cancellation of such policies, and must identify the City as an additional insured under such policies.
v. Self-insured Retention.

1. Each party acknowledges that the other party has a $ 500, 000 selfinsured retention per occurrence for general liability claims; provided, however, that each party shall always maintain adequate capital cash reserves to discharge all self-insured retention related to any asserted claims.
vi. Higher than Minimum Limits.

1. If Forest City maintains higher insurance coverage limits than the minimums set forth herein, the City shall be entitled to coverage for the higher limits maintained by Forest City. The City shall be entitled to receive any insurance proceeds in excess of the specified minimum limits of insurance coverage.

9. Early Termination. The City may terminate this Agreement on ten ( 10) days' notice to Forest City in the event Forest City fails to pay when due any reimbursement; provided, further that in the event Forest City is in uncured default of its obligation to make payment of any reimbursement for any applicable period, any credit for such period shall he 6 extinguished and Forest City shall be liable for the full reimbursement for all Deployment, notwithstanding the stated Maximum Reimbursement. Forest City may terminate this Agreement upon ten ( 10) days' notice to the City in the event of a transfer of control or ownership of the Galleria to a third party in a bona fide ' at arm' s length' transaction, engagement of a third party management company or a sale or transfer of the controlling interest in Forest City, an uncured event of default by the City.

10. No Assignment. Forest City may not assign its rights or obligations in this Agreement without the written consent of the City, which consent may be withheld at the City' s sole discretion, except to an affiliate of Forest City, or as a collateral assignment in conjunction with Forest City' s financing for the Galleria; provided however, in the event of a transfer to a third party in a bona fide `at- arms- length' transaction, if the City does not consent to such assignment this Agreement will be deemed terminated as of the date of the assignment, with the parties reconciling outstanding payments promptly thereafter.

11. Notices. Notices required under this Agreement shall go to the following:
a. If to the City:

Chief of Police
Redondo Beach Police Department
401 Diamond Street
Redondo Beach- CA 90277
With a copy provided to:

City Attorney
City of Redondo Beach
415 Diamond Street
Redondo Beach, CA 90277
b. If to Forest City:

South Bay Center SPE, LLC
c/ o Forest City Commercial Management, Inc.

Attn: Alan Schmiedicker
50 Public Square, Suite 1310
Cleveland, OH 44113
With a copy provided to:

Forest City Realty Trust, Inc.

Attn: General Counsel
50 Public Square, Suite 1360
Cleveland, OH 44113
7 12. Entire Agreement. This Agreement sets forth the entire agreement between the City and Forest City related to the Deployment of City peace officers at the Galleria and supersedes all prior agreements between the parties regarding the same. There are no other statements, representations, understandings, or agreements related to the matter of Deployment that are not set forth herein, nor has either party relied on anything not set forth herein in entering into this Agreement. Neither this Agreement nor the rights and obligations hereunder may be changed, modified, or waived except by an instrument in writing and signed by both parties hereto.

13. Choice of Law. This Agreement shall be construed in accordance with the laws of the State of California.

14. Severability. Should any provision of this Agreement be found invalid or unenforceable by a court ofcompetent jurisdiction, the decision shall affect only the provision interpreted, and all remaining provisions shall remain enforceable.

15. Non- Discrimination. Forest City covenants there shall not be any discrimination based on race, color, creed religion, gender, marital status, age, national origin, ancestry, sexual preference, or any other legally protected classes in any activity conducted at the Galleria.

16. No Partnership. Forest City is neither a partner nor a joint venture with the City by reason on this Agreement.

17. Compliance with Law. Forest City must comply with all applicable laws, ordinances, codes, and regulations of the federal, state, and local governments.

Signatures on following page}
8 CITY OF REDONDO BEACH. a
chartered municipal corporation organized
under the laws of the Stale of Calilbrnia
G
William C. Brand. Mayor
Attest:( Approved as to Form:

V` QC
Manzano.
0Q4tAelto
Eleanor MzanCity Cle Michael W. Webb. City Attorney
SOUTH BAY CENTER SPE, l.l.C. a
Delaware limited liability company
By:

Croner+1 _._ tits nh) C.Y
Printed name:
11' L. F'tl ` 5\. 4( et'-Q '
9 AC'a® CERTIFICATE OF LIABILITY INSURANCE DATEIMM/ DDNYYY) 08110017
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy( les) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s).

PRODUCER CONTACT
MARSH USA INC.
200 PUBLIC SQUARE. SUITE 3760 WCNx teat NC Nol:

CLEVELAND, OH 44114-1824iADDRESS'
INSURER(s1AF FORDING COVERAGE 1 NAICP
385367- 500K-GAWUX- 18- 17 INSURER A: Sally lnsuranceA Mutual Co 124988 INSUREDFDreSt City Really Tr051, Inc INSURER B: Sesta Caaualp Company 28460 1100 Terminal Tower INSURER C: Navigators Specialty Insurance Company 36056 50 Public Square
INSURER 0: Various- See Attached Cleveland OH 44113
INSURERE:

INSURER F:

COVERAGES CERTIFICATE NUMBER: CLE- 006188954. 01 REVISION NUMBER: 3

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD

INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR

TYPE GF

ADDL SUER POUCYEFF POLICY P '
NSO win POUCY NUMBER IMMNDYYYYI`
E%

IMMODIYYYY) LIMITS LTR
C X COMMERCIAL GENERAL LIABILITY CEISCGL0977011C 12/312016 12/ 31/ 2017 EACH OCCURRENCE 5 1, 000. 1100
CLAIMGNADE X i OCCURPRDA i TO LIEN,
X 8500, 000 SIR Applies
one Person)
s
EXCLUDED MED EXP( Any one Pon) E
PERSONAL B ADV INJURY ' $ 1. 0000100
GENL AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ 2, 00',,000 POI ICY L ] PEC, , LOC PRODUOTS- COMP/ OE AGG 5 2, 000, 000

OTHER I S
A
AUTOMOBILE LIABILITY 90- 18440-04( AOS) 11101/ 2016 12/ 31/ 201/ COMBINED SINGLE LIMIT $ 1000, 000
A
Ea account

X ANY AUTO
SC

90.1E44005( MA) 111010016 12112017 OOns INJURY IPer person) $ AUTOS
LED
HIRED
ONLY _
ON. O
BODILY INJURY( PEW accident) 5
NO& OWNED PROPERTYraccieUAMAGE
X Comp
AUTOS
51000
ONLY _ _
X CollDd61e
AUTOSONLY5
5 D
X UMBRELLA UAB IX_ I
OCCUR See Page 212/ 31/ 2016 12//31/ 22017 EACH OCCURRENCE See Page X EXCESS LIAR I CLAIMS- MADE' AGGREGATE See Page 2
Deo I RETENTION
B WORKERS COMPENSATION 90- 18440- 07( AOS) 1931/ 2018 193112111] % PER IOT14 AND EMPLOYERS' LIABILITY STATUTE _ ER A
ANypROIMEMB XCLUDED'EcurrvE
Ix
N IA

90.184d0-0B( Retro) 193121116 12/31/ 208 EL EACH ACC DENT s

1. 000.000
It in NuH/ Per
E L DISEASE-= A EMPLOYEE$ 1000.000
yes descriDESCRIPTION OF OPERATIONS below E L DISEASE- POLICY LIMIT $ 1. 000 000 A Excess Workers' Compensaten 901844009( OH) 1213112016 12/ 31/ 2012 WC Statutory and Employers Liability CL AcoPol LmitrEmp i 1Me$ 1 M,'$ IM DESCRIPTION OF OPERATIONS I LOCATIONS/ VEHICLES( ACORD 101, AEAIDagI Remarks Schedule. may be Mched it men space is qulnd) City of Redondo Beach is included as Additional Insured( except Workers Compensation) where required by written contract.

CERTIFICATE HOLDER CANCELLATION
City DI Redondo Beach
401 Diamond Street SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Redondo Beach, CA 90277 ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE
of Ranh USA Inc.

I
Manashi Mukherjee jaiµ,.& o'. L --—"' Vs
1988- 2016 ACORD CORPORATION. All rights reserved.

ACORD 25( 2016/ 03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 385367
LOC#: Cleveland
A`RO ADDITIONAL REMARKS SCHEDULE Page 2 of 2

AGENCY NAMED INSURED
MARSH USA INC. Forest City Realty Trust. Inc
1100 Terminal Tower
POLICY NUMBER 50 Public Square
Cleveland. Off 44113

CARRIER NAIL CODE
EFFECTIVE DATE:

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance UmbrellDracess uabilgy 112131116- 12131117
National Fre& Marine Insurance Company
Policy No 42 UMO 30319} 01
Limns $ 25,000,000 Each Occurrence 1825000.000 Aggregate American Guarantee and Lability InsuranceCompany( 2nd Layer-$ 25M as$ 25MI Policy No AEC9301539- 15
Limits 825, 000000 Each Occurrence I$ 25,000,000 Aggregate Hama World National Assurance Company( 3rd Layer 825M as 850M) Policy No. 0306- 0700
Limits' 825. 000 MO Each Occurrence 1525, 000,0W Aggregate Great American Insurance Company of NY( 4th Layer S25M as$ 75M) Policy No EXC4101592
Limits 825. 000 000 Each Occurrence i 525000. 000 Aggregate Federal Insurance Company( 5th Layer- 525M pro SAM as$ 100M1 Pokey No. 9364- t401
Limits: 525000. 000 Each Occurrence i 525000000 Aggregale The North River Insurance Company( Crum& Forster)( 5th Layer $ 25M pro SWM as SICOM) Policy No 5228004159
Limils$ 25. O00000 Exn Occurrence 1$ 25,030, 000 Aggregate ACORD 101 ( 2008/ 01) @ 2008 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD

DATE( MDD/YYYY) ACGR M/
CERTIFICATE OF LIABILITY INSURANCE 12/ 27/ 2017
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER( S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy( ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER CONTACT
MARSH USA INC. NAME:
200 PUBLIC SQUARE, SUITE 3760 A/ No. Ext}: —-- —-- FAX No):

CLEVELAND, OH 44114- 1824 E- ADDRESS: MAIL
INSURER( S) AFFORDING COVERAGE NAIC 0 _
385367-500K- GAWUX- 17-18 INSURER A: Sen! InSUrance A Mutual Co 24988 INSURED INSURER B: Sentry Casualty Company 28460
Forest City Realty Trust. Inc
1100 Terminal Tower INSURER c: Navigators Specialty Insurance Company 36056 50 Public Square INSURER D: Various- See Attached
Cleveland, OH 44113
INSURER E:

INSURER F:

COVERAGES CERTIFICATE NUMBER: CLE- 006188954- 11 REVISION NUMBER: 3

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD

INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

INSR

TR TYPE OF INSURANCE INSD SVD POLICY NUMBER M/

POLICY EFF POLICY EXP
MMIDD/ YYYY) { MDD/YYYY) LIMITS
C X COMMERCIAL GENERAL LIABILITY IS17CGL097701IC 12/ 31/ 2017 12/ 31/ 2018 EACH OCCURRENCE 1. 000,000

DAMAGE TO

CLAIMS- MADE I X
I OCCUR PREM SES jEaENTEoccurence) $ 500, 000
X $ 500,000 SIR Applies MED EXP( My one person) $

EXCLUDED
PERSONAL& ADV INJURY $ 1, 000, 000-
GE ' LL AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE _ $ 2, 000, 000.
000
POLICY X LOC PRODUCTS- COMP/OP/ kW $ 2, 000,000
OTHER
A AUTOMOBILE LIABILITY 901844004( AOS) 12/ 31/ 2017 12/ 31/ 2018 ( Ea
BINEerDi1SINGLE LIMIT — $ 1, 000,000
A X ANY AUTO 901844005( MA) 12/ 31/ 2017 12/ 31/ 2018 BODILY INJURY( Per person) $ OWNED SCHEDULED BODILY INJURY( Per accident) $

AUTOS ONLY AUTOS

HIRED NON- OWNED PROPERTY DAMAGE
AUTOS ONLY AUTOS ONLY Per accident)
X Comp$ 1000 X Coll Ded$ 1000
D
X UMBRELLA LIAB X See Page 2 12/ 31/ 2017 12/ 31/ 2018 See Pae 2 OCCUR EACH OCCURRENCE g
X EXCESS LIAB CLAIMS- MADE AGGREGATE See Page 2
DED RETENTION$
B WORKERS COMPENSATION 901844007( AOS) 12/ 31/ 2017 12/ 31/ 2018 X PER OTHAND EMPLOYERS' LIABILITY

STATUTE ER
A Y/ N 901844008( Retro) 12/ 31/ 2017 12/ 31/ 2018
ANYPROPRIETOR/PARTNER/EXECUTIVE nE.L. EACH ACCIDENT 1, 000,000 OFFICER/ MEMBER EXCLUDED? N/ A
Mandatory in NH) E. L. DISEASE- EA EMPLOYEE $ 1, 000,000 If yes, describe under 1, 000, 000 DESCRIPTION OF OPERATIONS below E. L DISEASE- POLICY LIMIT $ A Excess Workers' Compensation 901844009( OH) 12/ 31/ 2017 12/ 31/ 2018 WC Statutory and Employers Liability IEL Acc/Pol Limit/ Emp 1M/$ 1M/$ 1M DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES( ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) City of Redondo Beach is Included as Additional Insured( except Workers Compensation) where required by written contract.

CERTIFICATE HOLDER CANCELLATION
City of Redondo Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 401 Diamond Street THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Redondo Beach, CA 90277 ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE
of Marsh USA Inc.

ACORD 25( 2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 385367
LOC#: Cleveland
ARIACCWEi ADDITIONAL REMARKS SCHEDULE Page 2 of 2

AGENCY NAMED INSURED
MARSH USA INC. Forest City Realty Trust, Inc.
1100 Terminal Tower
POLICY NUMBER 50 Public Square
Cleveland, OH 44113

CARRIER NAIC CODE
EFFECTIVE DATE:

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Umbrella/Excess Liability. December 31, 2017 to December 31, 2018 National Fire& Marine Insurance Company
Policy No. 42UM030319002
Limits: $ 25, 000.000 Each Occurrence/$ 25, 000, 000 Aggregate American Guarantee and Liability Insurance Company( 2nd Layer-$ 25M xs$ 25M) Policy No, AEC930163916
Limits: $ 25, 000,000 Each Occurrence I$ 25. 000. 000 Aggregate Allied World National Assurance Company( 3rd Layer-$ 25M xs$ 50M) Policy No. 03060700
Limits: $ 25, 000,000 Each Occurrence/$ 25, 000, 000 Aggregate Great American Insurance Company of NY( 4th Layer-$ 25M xs$ 75M) Policy No. EXC2274424
Limits $ 25,000,000 Each Occurrence I$ 25,000, 000 Aggregate Federal Insurance Company( 5th Layer-$ 25M p/ o$ 50M xs$ 100M) Policy No, 93641981
Limits: $ 25, 000,000 Each Occurrence/$ 25. 000. 000 Aggregate The North River Insurance Company( Crum& Forster)( 5th Layer-$ 25M plo$ 50M xs$ 100M) Policy No, 5228036082
Limits: $ 25, 000,000 Each Occurrence/$ 25, 000,000 Aggregate ACORD 101 ( 2008/ 01) 2008 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD

ADATE( O

MMIDOIWYY)
CERTIFICATE OF LIABILITY INSURANCE 06/ 21/ 2019
aterrTHIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY.AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER' THE COVERAGE' AFFORDED BY THE POLICIES BELOW., THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THECERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL"INSURED, thepolicy(ies) musthave ADDITIONAL INSURED' provlslons orbs endorsed:

If SUBROGATION IS WAIVED, subject to the terms and conditionsof the policy, certain policies may require an endorsement. A statement on this certificate does:not confer rights.tO the.certlficate holder In lieu of such endorsement($.. _

PRODUCER CONTACT
Marsh Risk& Insurance Services
License# 0437153
NAME:

P
A1C. NQ,. EML C, No):
633 W. Fifth Sheet, Suite 1200 E-MAIL
Los Angeles, CA 90071 ADDRESS:

Attn: LosAngeles.CertRequest© marsh.com INSURER(S) AFFORDING COVERAGE NAIC a CN114609344-Tanf-CAS- 19- 20 INSURER A: Travelers Property Casualty Co. of America 25674 INSURED INSURER s: XL Catlin I AMB# 052919 South Bay Center SPE, LLC DBA South Bay Galleria INSURER C: Travelers Indemnity Company of Connecticut 25682 222 N Sepulveda Blvd
Suite 2358
INSURER D:

El Segundo; CA 90245 INSURER E:

INSURER F:

COVERAGES CERTIFICATE NUMBER: LOS-002435784- 04 REVISION NUMBER:

THIS- IS TO' CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW. HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO' WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND. CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR ADDLSUBR POUCYEFF POLICY EXP
LTR TYPE OF INSURANCE INS° WVD POLICY NUMBER MMIDD/ YYYYI IMMIDDIYYYY) LIMITS A X COMMERCIALGENERALLIABILITY V-660- 3L773836- TIL- 18 12/31/ 2018 12/ 31/ 2019 EACH OCCURRENCE S 1, 000, 000 PREM CLAIMS-MADE X OCCUR DAMAGE-TI( TOERREMMiurrenc100, ED a) S 000 X Employee Benefit Liability MED EXP( Any one person) $ 10, 000 X $ 1Mocc/$ 2Magg PERSONAL& ADV INJURY $ 1, 000,000
GE ' L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2, 000. 000 X POLICY tee LOC PRODUCTS- COMP/OP AGG $ 2, 000, 000
OTHER:

C AUTOMOBILE-LIABILITY 810- 2K91282A- 1B- 14-G 12/31/ 2018 12/ 31/ 2019 COMBINED SINGLE LIMIT s 1, 000, 000 Ea accident)
X ANY AUTO BODILY INJURY( Per person) $
OWNED SCHEDULED BODILY INJURY( Per accident) S
AUTOS ONLY AUTOS ..

X
HIRED xNON-OWNED PROPERTY DAMAGE S
AUTOS ONLY AUTOS ONLY Per accident)
B X UMBRELLA UAB X OCCUR AU00008821L119A 01/ 012019 01/ 01/20281,000, 000 EACH OCCURRENCE S EXCESS LIAB CLAIMS- MADE AGGREGATE 5 1, 000,000

DED RETENTIONS
WORKERS COMPENSATION PER LOTHAND EMPLOYERS' LIABILITY
YIN

STATUTE I, ER
ANYPROPRIETOR/PARTNER/ EXECUTIVE E. L. EACH ACCIDENT S

OFFICERIMEMBER EXCLUDED, N N/ A
Mandatory In NNE E. L. DISEASE- EA EMPLOYEE S
If yes, describe under
DESCRIPTION OF OPERATIONS below E. L. DISEASE- POLICY LIMIT S DESCRIPTION OF OPERATIONS I LOCATIONS l VEHICLES 1ACORD tb1; AtltlMional Remarks SCMtluM, may be attached if more apace Is required) Re: South Bay Galleria, 1815 Hawthorne Blvd, Suite 201, Redondo Beach. CA 90278 CERTIFICATE::HOLDER CANCELLATION
City of Redondo Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 415 Diamond Sheet THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Redondo Beach, CA 90277 ACCORDANCE WITH THE POLICY PROVISIONS.

ACORD 26( 2016/03) The ACORD name and logo are registered marks of ACORD

Redondo Beach City CouncilJune 14, 2022

Redondo Beach City Council
June 14, 2022