Redondo Beach City Council
August 15, 2023

CONSENT TO CONTRACT WITH THIRD PARTIES,

AGREEMENT BETWEEN THE CITY OF REDONDO BEACH AND

LANDMARK ACQUISITION COMPANY
THIS CONSENT TO CONTRACT WITH THIRD PARTIES AGREEMENT (this "Consent ") is made by the City of Redondo Beach ( "City "), a Chartered Municipal Corporation and Landmark Acquisition Company, a California Corporation ( "Consultant ").

RECITALS
WHEREAS, on February 21, 2012, City and Consultant (collectively "parties ") entered into an Agreement for Management Services (the "Agreement "); WHEREAS, pursuant to the terms of the Agreement, Consultant manages the Pier Plaza, 103 to 131 W. Torrance Blvd; International Boardwalk, 100 S. to 164 N. International Boardwalk; 200 Fisherman'sWharf Property, 200 to 250 Fisherman'sWharf; Pier Parking Structure Storage Units; and the Fisherman'sWharf Sanitation District (collectively " Property "); WHEREAS, pursuant to Section 2 of Consultant'sDuties under Exhibit "A" of the Agreement, Consultant shall not enter into agreements with third parties on behalf of the City and City must execute all agreements with third parties; WHEREAS, pursuant to Section 6 of City's Duties under Exhibit "A" of the Agreement, Consultant must follow competitive bidding procedures for public works and /or public projects within the meaning of Redondo Beach Municipal Code § 2- 6. 02; 1.

WHEREAS, pursuant to Redondo Beach Municipal Code § 2- 6. 02, 1.the terms "public works project" and "public project" includes maintenance, painting, repainting, or repair work in excess of $50,000;
WHEREAS, City wishes to provide its consent to have Consultant enter into third party agreements with third party contractors in amounts less than $50,000 ( "Limited Third Party Agreements ") for maintenance, painting, repainting, or repair work to the Property; and WHEREAS, pursuant to Section 21 of the Agreement, the parties wish to amend the Agreement to grant Consultant authority to enter into the Limited Third Party Agreements; NOW THEREFORE, in consideration of the promises and mutual covenants contained herein, and intending to be legally bound the City hereby issues its consent to have Consultant enter into Limited Third Party Agreements with third party contractors subject to the following conditions:

1. Responsibilities of Consultant
a. The Limited Third Party Agreements shall be only for maintenance, painting, repainting, or repair work for the Property
b. The total amount for each Limited Third Party Agreement entered into by Consultant and contractor shall be less than $50,000. In no event, shall Consultant have authority to enter into any agreement equal to and /or greater than $50,000, including but not limited to, multiple agreements with the same third party totaling or exceeding0

2. Contracting with Third Parties City hereby provides its consent to Consultant to negotiate and execute Limited Third Party Agreements on City's behalf with third party contractors; provided, however, Consultant provides notice to City and City gives approval to said Limited Third Party Agreement.

3. Independent Contractor. In performing the Services herein specified, Consultant is acting as an independent contractor. Consultant acknowledges, represents and warrants that Consultant is not a regular or temporary employee, joint venturer or partner of the City, but rather an independent contractor. This Agreement shall not be construed as a contract of employment.

Due to the independent contractor relationship created by this Agreement, the City shall not withhold state or federal income taxes, the reporting of which shall be Consultant'ssole responsibility.

4. Compensation No additional compensation shall be paid to Consultant for the services. provided herein.

5. Indemnification.
a. Indemnification by Consultant To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City and its officers, employees, elected and appointed officials, and volunteers from and against any and all claims, demands, causes of action, lawsuits (whether at law, equity or both), proceedings, liabilities, losses, damages, expenses, costs (including without limitation attorneys' fees and costs and expert witness fees), judgments, penalties, and liens of every nature arising out of or claimed to arise from, directly or indirectly, out of any Limited Third Party Agreement entered into by Consultant or Consultant'sfailure to comply with any of its obligations contained in the Limited Third Party Agreement, or its failure to comply with any current or prospective law. In no event shall the City be liable to Consultant or any party under the Limited Third Party Agreement. This indemnification obligation shall survive this Agreement and shall not be limited by any term of any insurance policy required under this Agreement.
b. Indemnification by Third Parties Consultant shall incorporate in each Limited Third Party Agreement the following indemnification provision. The term Contractor shall mean the third party contractor(s) Consultant retains for the purpose of providing maintenance, painting, repainting, or repair work to the Property.

To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City and its officers, employees, elected and appointed officials, and volunteers from and against any and all claims, demands, causes of action, lawsuits (whether at law, equity or both), proceedings, liabilities, losses, damages, expenses, costs (including without limitation attorneys' fees and costs and witness fees), judgments, penalties, and liens of every nature arising out of or claimed to arise from, directly or indirectly, out of any Limited Third Party Agreement entered into by Consultant or Consultant'sfailure to comply with any of its obligations contained in the Limited Third Party Agreement, or its failure to comply with any current or prospective law. In no event shall the City be liable to Contractor or any parties under the Limited Third Party Agreements. This indemnification obligation shall survive this Agreement and shall not be limited by any term of any insurance policy required under this Agreement.

C- 1208 -250

6. Insurance The insurance provision set forth in Agreement shall be amended to as follows. a. Section 15 subsections (a) through (c) of City's Insurance shall be deleted in its entirety. Consultant shall comply with the insurance requirements set forth in Exhibit A" of this Consent as well as Section 15 of the Agreement, as amended.

7. Termination The City may, in its sole and absolute discretion and without cause, terminate this Consent at any time during the term of the Agreement.

8. General Provisions
b. Except as otherwise set forth herein, the terms and conditions of the Agreement, shall remain in full force and effect between the parties.
c. The individuals executing this Consent represent that they have full authority to execute this document on behalf of the entity for whom they are acting herein. d. This Consent may be executed in any number of counterparts which, collectively, shall constitute one and the same instrument. Facsimile signatures shall be effective as original signatures with regard to this Consent. Each party represents to the other that the execution and delivery of this Consent by such party have been properly authorized and that all signatures are genuine.
e. Should any provision of this Consent be found invalid or unenforceable, the decision shall affect only the provision interpreted, and all remaining provisions shall remain enforceable to the fullest extent permitted by law.
f. This Consent may be modified or amended only by a subsequent writing executed by all of the parties.
g. This Consent shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law. =
h. In the event of any dispute arising hereunder, venue for any action shall reside exclusively in the Superior Court of the County of Los Angeles, Southwest Judicial District.
i. In the event of any dispute arising out of this Consent, the prevailing party shall be entitled to its reasonable attorney'sfees and costs, including expert witness fees.

SIGNATURES FOLLOW ON NEXT PAGE
C- 1208 -250
IN WITNESS WHEREOF, the parties have executed this Agreement in Redondo Beach, Califomia, as of this 7 day of August, 2012.

CITY OF REDONDO BEACH
IS

F, MOTJ M
ATTEST:

Cifty Clerk
APPROVED AS TO FORM:

Assistant tity Attorney

LANDMARK ACQUISITION COMPANY
APPROVED:

C- 1208 -250
EXHIBIT "A"

INSURANCE REQUIREMENTS FOR CONSULTANTS (GENERAL)
Without limiting Consultant'sindemnification obligations under this Agreement, Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees.

Minimum Scope of Insurance
Coverage shall be at least as broad as:

Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).

Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 ( any auto).

Workers' Compensation insurance as required by the State of California..

Employer'sLiability Insurance.

Minimum Limits of Insurance
Consultant shall maintain limits no less than:

General Liability: $1, 00000,per occurrence for bodily injury, personal injury and property damage. The general aggregate limit shall apply separately to this project/location.

Automobile Liability: $1, 00000,per accident for bodily injury and property damage.

Employer'sLiability: $1, 00000,per accident for bodily injury or disease.

Deductibles and Self- Insured Retentions
Any deductibles or self- insured retentions must be declared to and approved by the City. At the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its officers, officials, employees and volunteers or (2) the Consultant shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses.

Other Insurance Provisions
C- 1208 -250
Insurance Requirements for Consultants (General) 10/ 031/ The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Endorsement:

General Liability: The City, its officers, elected and appointed officials, employees, and volunteers are to be covered as insureds with respect to liability arising out of work performed by or on behalf of the Consultant. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance, or as a separate owner's policy.

Automobile Liability: The City, its officers, elected and appointed officials, employees, and volunteers are to be covered as insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Consultant.

For any claims related to this project, the Consultant'sinsurance coverage shall be primary insurance as respects the City, its officers, elected and appointed officials, employees, and volunteers. Any insurance or self - insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant'sinsurance and shall not contribute with it.

Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either. party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City.

Each insurance policy shall be endorsed to state that the inclusion of more than one insured shall not operate to impair the rights of one insured against another insured, and the coverages afforded shall apply as though separate policies had been issued to each insured.

Each insurance policy._shall be in effect prior to awarding the contract and each insurance policy or a successor policy shall be in effect for the duration of the project. The maintenance of proper insurance coverage is a material element of the contract and failure to. maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract on the Consultant'spart.

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII and which are authorized to transact insurance business in the State of California by the Department of Insurance.

C- 1208 -250
Insurance Requirements for Consultants (General) 10/ 031/ Verification of Coverage
Consultant shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on the City authorized forms provided with the contract specifications.

Standard ISO forms which shall be subject to City approval and amended to conform to the City's requirements may be acceptable in lieu of City authorized forms. All certificates and endorsements are to be received and approved by the City before the contract is awarded. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications at any time.

Subcontractors
Consultant shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

Risk Management
Consultant acknowledges that insurance underwriting standards and practices are subject to change, and the City reserves the right to make changes to these provisions in the reasonable discretion of its Risk Manager.

C- 1208 -250
Insurance Requirements for Consultants (General) 10/ 031/ ACORO®
AC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/ Yl(DD/ YY) z20124/
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 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
Bennett & Porter Insurance Services
3200 N. Hayden Rd., #310
Scottsdale AZ 85251 -6655

CONTACT
NAME: Deora b h C Pe r
PHONE ( 480)212 -1150 FAX (
480)212 -1151
EMAILF . S. er@ba ins.com
INSURER(S) AFFORDING COVERAGE NAIC 0
INSURERA Insurance
LIMITS

INSURED
Landmark Acquisition Co. Inc
3142 Pacific Coast Hwy Ste 201
Torrance CA 90505
INSURERB:Scottsdale Insurance
INSURER C:

INSURER D:

INSURER E:
1,000
INSURER F:

X COMMERCIAL GENERAL LIABILITY
CLAIMS - MADE Fx-1 OCCUR
COVERAGES CERTIFICATE NUMBER:CL1221408910 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 LTR TYPE OF INSURANCE
D SUBR

POLICY NUMBER MMM/UDU EFF PMICDY EXP LIMITS
GENERAL LIABILITY EACH OCCURRENCE 1,000
A

X COMMERCIAL GENERAL LIABILITY
CLAIMS - MADE Fx-1 OCCUR X rBD 2 /0125/ 15/2013

DAMAGE ( RENTED
PREMISESS Ea occurrence) 50 ,000
MED EXP (Any one person) 5,000
PERSONAL & ADV INJURY 1, 00000,
GENERAL AGGREGATE 2, 00000,
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OPAGG 2, 00000, X POLICY PR4LOC
AUTOMOBILE LIABILITY Ee BINED LIMIT 1, 00000,
A

ANY AUTO

ALL OWNED SCHEDULED

AUTOS AUTOS
BD
15/2012 15/2013 BODILY INJURY (Per person)
BODILY INJURY (Per accident)

PROPERTY DAMAGE
Per accident X X NON-OWNED HIRED AUTOS AUTOS

UMBRELLA UAB OCCUR EACH OCCURRENCE

AGGREGATE EXCESS UAB CLAIMS -MADE
DED I I RETENTION $
WORKERS COMPENSATION WC STATU- OTHAND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/ EXECUTIVE PARTNER/ E.L. EACH ACCIDENT
OFFICER/MEMBER EXCLUDED? El N/A
Mandatory In NH) E.L. DISEASE - EA EMPLOY
If yes, describe under
DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT B Errors & omissions
7KR
15/2012 15/2013 Limit ($5,000 Ded) 1, 00000,
DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required)

CERTIFICATE HOLDER CANCELLATION
ACORD 25 ( 2010/05)
lUQA'Jri' —'— C\ n1
1988 - 2010 ACORD CORPORATION. All rights reserved.

Tr.- Ar`AOr1 --- - -- 1........... -- - — 8 Af`/1Or1

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Redondo Beach
ACCORDANCE WITH THE POLICY PROVISIONS.
415 Diamond Street
AUTHORIZED REPRESENTATIVE Redondo Beach CA 90277
Deborah Cooper /BPDMC
ACORD 25 (2010/05)
lUQA'Jri' —'—C\ n1
1988 - 2010 ACORD CORPORATION. All rights reserved.

Tr.- Ar`AOr1 --- - -- 1........... -- - — 8 Af`/1Or1

COMMENTS /REMARKS
City of Redondo Beach, its officers, elected and appointed officials, employees, and volunteers, but only with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts or equipment furnished in connection with such work or operations are additional insured per CG 20 10 10 01, CG 20 26, CG 20 24 and primary non - contributory forms to follow.

OFREMARK COPYRIGHT 2000, AMS SERVICES INC.

AC40 > CERTIFICATE OF LIABILITY INSURANCE
DATE
02 /2/, 214 //, D/YYYY)
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 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
Aon Risk Services, Inc of Florida
1001 Brickell Bay Drive, Suite #1100
Miami, FL 331314937

CONTACT
NAME: Aon Risk Services, Inc of Florida
PHONE
A/C No Ext : 800 -743 -8130 • A/C No : 800 -522 -7514
EMAIL
ADDRESS: ADP. [email protected]. com
INSURER(S) AFFORDING COVERAGE NAIC #
INSURER A: National Union Fire Ins Co of Pittsburgh 19445

INSURED
ADP TotalSource FL XVI, Inc.

INSURER B:
10200 Sunset Drive INSURER C :

Miami, FL 33173
LICtF INSURER 0:

INSURER E : - Landmark Acquisition Co
3142 PCH Suite 201
Torrance, CA 90505 • INSURER F:

COVERAGES CERTIFICATE NUMBER: 364925 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. LIMITS SHOWN ARE AS REQUESTED.

INSR

LTR TYPE OF INSURANCE
ADDL
INSR
SUBR

WVD POLICY NUMBER POLICY EFF
MM/DO

POLICY IXP
MM/DD
LIMITS

AUTHORIZED REPRESENTATIVE

GENERAL LIABILITY

COMMERCIAL GENERAL LIABILITY
CLAIMS -MADE E] OCCUR
pit % k elvcnles e o lad

EACH OCCURRENCE

DAMAGE TO RENTED
PREMISES Ea occurrence
MED EXP (Any one person)
PERSONAL d ADV INJURY

GENERAL AGGREGATE
GEN'L AGGREGATE LIMIT APPLIES PER:

POLICY PROJECT LOC

PRODUCTS - COMP /OP AGG

AUTOMOBILE LIABILITY

ANY AUTO

ALL OWNED SCHEDULED

AUTOS AUTOS

NON -OWNED

HIRED AUTOS AUTOS

COMBINED SINGLE LIMIT
Ea accident
BODILY INJURY Per person)
BODILY INJURY Per accident

TROPERTY D G
Per accident

UMBRELLA LIAB

EXCESS LIAB
OCCUR

CLAIMS -MADE

EACH OCCURRENCE

AGGREGATE
DEC I I RETENTION $
A

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY YIN

ANY ROPRIETORIPARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
Mandatory In NH)
IF yes, desMbe under
DESCRIPTION OF OPERATIONS below
NIA
WC 012444963 CA
I
07/ 1101/ 07/ 1201/
WC STATU- OTHX TORY LIMITS 1 ER
E.L. EACH ACCIDENT 2, 00000,
E.L. DISEASE - EA EMPLOYEE 2, 00000,
E.L. DISEASE - POLICY LIMIT 2
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) All worksite employees working for the above named dient company, paid under ADP TOTAL SOURCE, INC's payroll, are covered under the above stated policy.

CERTIFICATE HOLDER CANCELLATION
Landmark Acquisition Co SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 3142 PCH THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Suite 201 ACCORDANCE WITH THE POLICY PROVISIONS.

Torrance, CA 90505 .

AUTHORIZED REPRESENTATIVE
pit % k elvcnles e o lad
1988 -2010 ACORD CORPORATION. All rights reserved.

ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD

COMMERCIAL GENERAL LIABILITY
CG 2010 07 04
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - OWNERS, LESSEES OR

CONTRACTORS - SCHEDULED PERSON OR

ORGANIZATION
This endorsement modifies insurance provided under the following:

C011AINIERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Name Of Additional Insured Person(s)
Or Organization(s): Locations Of Covered Operations
Clty Of Redondo Beach
415 Diamond Street
Redondo Beach CA 90277
Information required to complete this Schedule if not shown above will be shown in the Declarations.

A. Section II — Who Is An Insured is amended to
include as an additional insured the person(s) or
organization(s) shown in the Schedule, but only
with respect to liability for "bodily injury", ' property damage" or "personal and advertising injury"
caused, in whole or in part, by.

1. Your acts or omissions; or

2. The acts or omissions of those acting on your
behalf;
in the performance of your-ongoing operations for
the additional insured(s) at the location(s) designated above.

CG 2010 07 04
B. With respect to the insurance afforded to these
additional insureds, the following additional exclusions apply:

This insurance does not apply to "bodily injury" or
property damage" occurring after:

1. All work, including materials, parts or equip- .
ment furnished in connection with such work,
on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed;
or

2. That portion of 'your work" out of which the
injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project.

O ISO Properties, Inc., 2004 Page 1 of 1 D
C1202 -175

COMMERCIAL GENERAL LIABILITY
POLICY NUMBER: 3CO2424

ESSEX INSURANCE COMPANY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED ENDORSEMENT
This endorsement modifies insurance provided under the following:

COMf1'MERCIAL GENERAL LIABILITY COVERAGE FORM

PRODUCTS /COMPLETED OPERATIONS COVERAGE FORM
LIQl1A bABILITY COVERAGE FORM

PROFESSIONAL LIABILITY COVERAGE
Please. refer to each coverage form to determine which terms are defined. Words shown in quotations on this endorsement may or may not be defined in all coverage forms.

SCHEDULE
Person or Entity: City ofRedondo Beach
Interest of the Above:

Additional Premium: ( Check box if fully earned.[])
WHO:ISAN INSURED is amended to include the person or entity shown in the Schedule above an Additional Iruured undefnthis:lnsurance, but only as respells negligent acts or omissions of the Named Insured and only as respects any. coyerag,. e riot otherwise excluded in the policy. Our agreement to accept an Additional Insured provision in a contract is rotan•:acceptance of any other provisions of the contract or the contrail in total.

When coverage does not apply for the Named Insured, no coverage or defense shall be afforded to the Additional Insured.

No coverage shall be afforded to the Additional Insured for injury or damage of any type to any "employee' of the Named Insured or to any obligation of the Additional Insured to indemnify another because of damages arising out of such injury or damage.

All other terms and conditions remain unchanged.

MEOL 0009 0411 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

C1202-175
D01%
Administrative Report
Council Action Date: August 7, 2012
To:

From:

MAYOR AND CITY COUNCIL

PETE CARMICHAEL, WATERFRONT & ECONOMIC DEVELOPMENT

DIRECTOR
Subject: CONSENT TO CONTRACT WITH THIRD PARTIES AGREEMENT

BETWEEN THE CITY OF REDONDO BEACH AND LANDMARK

ACQUISITION COMPANY

RECOMMENDATION
Approve the Consent to Contract With Third Parties Agreement Between the City of Redondo Beach and Landmark Acquisition Company, and authorize the Mayor to execute on behalf of the City.

EXECUTIVE SUMMARY
Under an agreement approved by the City Council on February 21, 2012, Landmark Acquisition Company (Landmark) manages the City's commercial properties located at 103 -131 W. Torrance Boulevard, 200 -250 Fisherman'sWharf, and 100 S. to 164 N.

International Boardwalk, totaling approximately 100,000 square feet of commercial space. These properties need on -going maintenance and occasional repair services.

Staff recommends approval of the attached Consent to Contract With Third Parties Agreement, allowing Landmark to enter in contracts for maintenance and repair services up to $50,000. This will enable Landmark to adequately manage the property and allow for repairs and maintenance as needed.

BACKGROUND
In following the vision established by Council's adopted Harbor Enterprise Business Plan and Asset Management Plan, the City purchased the former Pier Plaza and International Boardwalk leaseholds earlier this year. Combined with the City's buildings on the Pier, the City is now landlord to approximately 100,000 square feet of commercial space within the Pier and Boardwalk area. The City will own these buildings temporarily, as the properties will comprise a large portion of the property considered under the City's Waterfront Developer Selection process currently underway.

On February 21, 2012, the City approved an agreement with Landmark to manage the properties on the City's behalf. Landmark collects revenues and remits a monthly payment of net income to the City for each property. Landmark has opened an office E19
Administrative Report August 7, 2012
Consent to Contract With Third Parties Agreement
Between the City of Redondo Beach and Landmark
Acquisition Company

on -site and has recognized that several repairs are necessary, particularly on the former Pier Plaza leasehold. There are current needs for HVAC, plumbing, elevator and electrical repair, in addition to typical on -going maintenance needs, such as pest control, landscaping, and cleaning and janitorial services. Landmark wishes to enter into contracts directly with firms to perform this work, thereby expediting maintenance and repairs.

The attached Consent to Contract With Third Parties Agreement (Agreement), will enable Landmark to directly enter into contracts with firms in amounts under $50,000 to perform maintenance and repair services within the properties. This will enhance Landmark's efforts to maintain the properties in an adequate manner, and, potentially accelerate the leasing of available space, thereby improving cash flow.

COORDINATION
The Waterfront & Economic Development Department collaborated with the City Attorney's Office on this report. The City Attorney's Office has approved the document as to form.

FISCAL IMPACT
Landmark will pay for these maintenance and repair services out of revenues from the properties. Expenses may decrease net monthly income to the Harbor Tidelands and Harbor Uplands Funds. Maintenance and repairs may help to' retain existing tenants and attract more businesses, eventually increasing net revenue to the Harbor Tidelands and Harbor Uplands Funds.

Submitted bv;
uarmichael
rfront & Economic Development Director
Approved for forwarding by:

Office of the City Manager
jall
Attachments:

Consent to Contract With Third Parties Agreement Between the City of Redondo Beach and Landmark Acquisition Company
III
MARIM

COMMERCIAL'GENERAL LIABILITY
POLICY NUMBER: 3CO2424
Essex Insurance Company
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED ENDORSEMENT -

PRIMARY AND NON - CONTRIBUTORY
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE FORM

PRODUCTS /COMPLETED OPERATIONS LIABILITY COVERAGE FORM

SCHEDULE

ADDITIONAL INSURED
PERSON OR ENTITY: INTEREST:

Ci of Redondo Beach
Please refer to each coverage form to determine which terms are defined. Words shown in quotations on this endorsement may or may not be defined in all coverage forms.

SECTION 11— WHO IS AN INSURED is amended to include as an Additional Insured the person(s) or entity(s) shown in the Schedule above, but only as respects negligent acts or omissions of the Named Insured and only for "occurrences ", claims" or coverage not otherwise excluded by this insurance.

Where no coverage applies to the Named Insured, no coverage or defense applies to the Additional Insured shown in the Schedule above.

No coverage applies to the Additional Insured scheduled above for any "bodily injury", ' personal and advertising injury", or property damage" to any'employee" of the Named Insured or to any obligation of the Additional Insured to indemnify another because of damages arising out of such injury.

Subject to the above, when coverage applies to the Additional Insured(s) listed above, it shall be primary insurance as respects any "claim ", loss, or liability arising out of the Named Insured'soperations as covered by this insurance. If coverage applies under this policy, any other insurance maintained by the Additional Insured(s) as a Named Insured shall be excess and non-contributory to the overage provided by this insurance.

All other terms and conditions remain unchanged.

MEGL 0010 0311 Includes copyrighted material of Insurance Services Office, Inc. with Page 1 of 1 its permission.

C1202 -175

SECOND AMENDMENT TO MANAGEMENT SERVICES AGREEMENT

BETWEEN

THE CITY OF REDONDO BEACH AND

LANDMARK ACQUISITION COMPANY

THIS SECOND AMENDMENT TO THE AGREEMENT FOR MANAGEMENT
SERVICES ("Amendment") is made between the City of Redondo Beach, a chartered municipal corporation ("City"), Landmark Acquisition Company, a California corporation (" Landmark" or "Consultant"), and Leonardo Marina Management, Inc., a California corporation ("Leonardo" or "Consultant").

WHEREAS, on February 21, 2012, City and Landmark originally entered into that certain Agreement for Management Services ("Agreement"); and WHEREAS, on August•7, 2012, City and Landmark entered into that certain Consent to Contract with Third Parties Agreement between the City and Consultant ("Consent");
WHEREAS, on May 6; 2014, City and Landmark entered into that certain First Amendment ("First Amendment") to the Agreement (collectively Agreement"); and
WHEREAS, Leonardo is a wholly-owned subsidiary of Landmark and Landmark desires to assign all of its rights and obligations as Consultant under the Agreement, as amended, and the Consent, to Leonardo (the "Assignment"), and requires City' s consent to the same; and
WHEREAS, City and Consultant desire to amend the Agreement and Consent pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, the parties hereby agree to make the following amendments to the Agreement:

1. Assignment Consent. City consents to the assignment of the Agreement and Consent from Landmark' to Leonardo. This consent is granted only on the terms and conditions stated in this Amendment and is subject and subordinate to the Agreement and Consent.

2. Assumption and No Release. Leonardo expressly assumes and agrees for the benefit of City to be bound by, and to perform and comply with, every obligation of Consultant under the Agreement and Consent. Notwithstanding City's consent to the Assignment, Landmark will remain jointly and severally liable for the payment of monies and for the performance of all other obligations of Consultant under the Agreement and Consent from and after the effective date of this Amendment. This Amendment does not constitute consent to any subsequent assignment and does not relieve Leonardo or any person claiming under or through Leonardo of the obligation to obtain the consent of City under 1 TI[W
the Agreement or Consent to any future assignment.

3. Default Under the Agreement or Consent. In the event of any default of Consultant under the Agreement or Consent, City may proceed directly against Leonardo, Landmark, or anyone else liable under the Agreement or Consent without first exhausting City's remedies against any other person or entity liable under the Agreement or Consent to City. Notwithstanding the foregoing, any act or omission of Leonardo or anyone claiming under or through Leonardo that violates any of the provisions of the Agreement or Consent will be deemed a default under the Agreement or Consent by Landmark.

4. Indemnification: Section 14 of the Agreement is hereby amended with the following:

Indemnity. To the maximum extent permitted by law, Consultant hereby agrees, at its sole cost and expense, to defend protect, indemnify, and hold harmless the City, its elected and appointed officials, officers, employees, volunteers, attorneys, and agents (collectively "Indemnitees") from and against any and all claims, including, without limitation, claims for bodily injury, death or damage to property, demands, charges, obligations, damages, causes of action, proceedings, suits, losses, stop payment notices, judgments, fines, liens, penalties, liabilities, costs and expenses of every kind and nature whatsoever, in any manner arising out of, incident to, related to, in connection with or arising from any act, failure to act, error or omission of Consultant's performance or work hereunder (including any of its officers, agents, employees, subcontractors) or its failure to comply with any of its obligations contained in the Agreement, or its failure to comply with any current or prospective law, except for such loss or damage which was caused by the sole negligence or willful misconduct of the City. Consultant' s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant or Indemnitees. This indemnification obligation shall survive this Agreement and shall not be limited by any term of any insurance policy required under this Agreement.

Nonwaiver of Rights. Indemnitees do not and shall not waive any rights that they may possess against Consultant because the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement.

Waiver of Right of Subrogation. Consultant, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees.

5. Modification: Except as expressly set forth herein, the Agreement and Consent shall continue in full force and effect. The Agreement and Consent together with the First Amendment and this Amendment constitutes the entire agreement between the parties and supersedes any previous oral or written 0 2
a
agreement. In the event of any inconsistency between this Amendment and the Agreement or Consent, the terms of this Amendment shall prevail. This Amendment may be modified or amended only by a subsequent writing executed by all of the parties and approved by the City Council.

SIGNATURES ON FOLLOWING PAGE]
3 n ;
IN WITNESS WHEREOF, the parties have entered into this Second Amendment as of this 5th day of January; 2016.

THE CITY OF RED. DO EACH, a
chartered muni '. rl •'4par: tion
By:
eve ' sp=,; I * or
ATTEST:

By:awl L
Eleanor Manzano, Ci ji erk
APPROVED AS TO FORM:

By: l' \U \
Michael bb, Cit orney
APPROVED:

By:

City R M ager
CONSULTANT: CONSULTANT:

LANDMARK ACQUISITION COMPANY, LEONARDO MARINA
a California corporation MANAGEMENT, INC.,
a Californi poration
By: By:

Name: Name: - 2.,;( A
Title: P^CS; cCe„ 3t' Title: A),a„,,
11 q; / v , 4,"r
By: By:

Name: Name:

Title: Title:
40- 001,
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FIRST AMENDMENT TO MANAGEMENT SERVICES AGREEMENT

BETWEEN THE

CITY OF REDONDO BEACH
AND

LANDMARK ACQUISITION COMPANY

THIS FIRST AMENDMENT TO THE AGREEMENT FOR MANAGEMENT
SERVICES ("Amendment ") is made between the City of Redondo Beach, a chartered municipal corporation ( "City ") and Landmark Acquisition Company, a California corporation ( "Consultant ").

WHEREAS, on February 21, 2012, the parties hereto originally entered into that certain Agreement for Management Services between the City and Consultant Agreement "); and
WHEREAS, on August 7, 2012, the parties entered into that certain Consent to Contract with Third Parties Agreement between the City and Consultant; and WHEREAS, City and Consultant desire to amend the Agreement pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, the parties hereby agree to make the following amendments to the Agreement:

1. Scope of Services: Exhibit "A" of the Agreement is hereby amended to add the following property "Redondo Beach Marina, 161 -245 N Harbor Drive" as another property to be managed by Consultant. The additional property description above shall be inserted under the section entitled, "Description of Property" of Exhibit "A." Except as expressly stated herein, Exhibit A of the Agreement shall remain unchanged and is in full force and effect.

2. Insurance: Section 15 is hereby amended with the following:

Consultant shall comply with the requirements set forth herein Insurance requirements that are waived by the
City's Risk Manager do not require amendments or
revisions to this Agreement.

Notwithstanding the foregoing, California Labor Code
Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, the Consultant hereby certifies as follows:

I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to under take self - insurance in accordance with the provisions of that code, C- 1405 -057 KZ)
and I will comply with such provisions before commencing the performance of the work of this contract. ""

3. Compliance with Laws: Section 17 is hereby replaced in its entirety with the following:

Consultant shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Agreement, including without limitation all environmental laws, employment laws, and non - discrimination laws.

Consultant acknowledges that eight (8) hours labor
constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810.

Consultant shall comply with and be bound by the
provisions of Labor Code Section 1813 concerning
penalties for workers who work excess hours. Consultant shall, as a penalty to the City, forfeit twenty -five dollars 25) for each worker employed in the performance of this Agreement by the Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one (1) calendar day and forty (40) hours in any one calendar
week. Pursuant to Labor Code section 1815, work
performed by employees of Consultant in excess of 8
hours per day, and 40 hours during any one week shall be permitted upon compensation for all hours worked in
excess of 8 hours per day at not less than 11/2 times the basic rate of pay. For every subcontractor who will
perform work on the project, Consultant shall be
responsible for such subcontractor's compliance with
Labor Code Sections 1810, 1813 and 1815, and
Consultant shall include in the written contract between it and each subcontractor copies of Labor Code Sections
1810, 1813 and 1815 and a requirement that each
subcontractor shall comply with these aforementioned
sections. Consultant shall be required to take all actions necessary to enforce such contractual provisions and
ensure subcontractor's compliance, including without
limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming
aware of the failure of the subcontractor comply with Labor Code Sections 1810, 1813 and 1815, Consultant shall
diligently take corrective action to halt or rectify the failure." F µ
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4. Federal Funding: Section 33 is hereby deleted in its entirety.

5. Modification: Except as expressly set forth herein, the Agreement shall continue in full force and effect. The Agreement together with the First Amendment constitutes the entire agreement between the parties and supersedes any previous oral or written agreement. In the event of any inconsistency between this First Amendment and the Agreement the terms of this First Amendment shall prevail. This First Amendment may be modified or amended only by a subsequent writing executed by all of the parties and approved by the City Council.

SIGNATURES ON FOLLOWING PAGE]
JPl xnpT
C
C
1405 - 057
IN WITNESS WHEREOF, the parties have entered into this First Amendment as of this 6th day of May, 2014.

CITY OF REDONDO BEACH LANDMA • ACQUISITION COMPANY
A chartered municipality a Calif. is corporation
AWE,
eve • •.el,4
e
APPROVED AS TO FORM: ATTEST:
3 1 1
Michael W .

Uztel-iv
bb, City A ' or ey Eleanor Manzano, City Cler,
APPROVED:
1 Jill : uchhol , Risk Manager
C- 0571405- 0if
A
RO® CERTIFICATE OF LIABILITY INSURANCE 1TE( 5AMMI
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 be endorsed. If SUBROGATION 15 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 Holly Gooch
Bennett & Porter Insurance Services PHOON EAN Fau ( 480) 212 -1150 1 ( AAC N (480)212 -1151 3200 14 Hayden Rd [email protected]
Suite 310 INSURER(S) AFFORDING COVERAGE NAIC0
Scottsdale AZ 85251 -6655 INSURER A:EVans Insurance Co.

INSURED INSURER B:Scottsdale • Insurance
Leonardo Management, Inc; Landmark Acquisition INSURERC:
107 W Torrance Blvd Ste 200 INSURER D:

INSURER E:

Redondo Beach CA 90277 INSURER F:

COVERAGES CERTIFICATE NUMBER:CL14522 12 4 6 6 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 ADDL SUBR POLICY EFF POLICY EXP
LTR TYPE OF INSURANCE INSR WVf POLICY NUMBER MM/DDIYYYY) (MMIDD'YYYY) LIMITS GENERAL LIABILITY EACH OCCURRENCE 1, 00000,

X COMMERCIAL GENERAL LIABILITY PREMISES (
RENTED P -AVA -CE IO RENTEDcunence) 100,000
A CLAIMS-MADE X OCCUR 3CO5623 2/0145/2/015/ MED EXP (Any one person) 5,000 PERSONAL &ADV INJURY 1 ;000,000
GENERAL AGGREGATE 2, 00000,
GLEN'AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OPAGG $ Included ill POLICY n PRO- Ii LOC

AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
Ea accident) 1, 00000,
ANY AUTO BODILY INJURY (Per person) $
ALL OWNED SCHEDULED 3CO5623 2/0145/2/015/ BODILY INJURY A
AUTOS

NON OWNED
AUTOS Per accident) $

X PROPERTY DAMAGE

HIRED AUTOS R
AUTOS Par acadent)

UMBRELLA LIAB OCCUR EACH OCCURRENCE

EXCESS LIAB CLAIMS -MADE AGGREGATE
DED I 1 RETENTION$

WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY ITl1RYSTATU- I IFROT Y 1 N

ANY PROPRIETORIPARTNERIEXECUTME
OFFICER/MEMBER EXCLUDED? I NIA
E.L. EACH ACCIDENT
Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $
If yes, describe under
DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ B Errors S Omissions EKS93123299 2/0145/2/015/ Limn 1, 00000, DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required)

CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Redondo Beach
ACCORDANCE WITH THE POLICY PROVISIONS.
415 Diamond Street
Redondo Beach, CA 90277 AUTHORIZED REPRESENTATIVE
Holly Gooch /BPHLG tot U.> ` A00G -1—
ACORD 25 (2010/05) 01888-2010 ACORD CORPORATION. All rights reserved.

INS025 (231005).01 The ACORD name and logo are registered marks of ACORD Administrative Report
Council Action Date: February 21, 2012
To: MAYOR AND CITY COUNCIL
From: PETE CARMICAEL, HARBOR, BUSINESS & TRANSIT DIRECTOR Subject: CONTRACT WITH LANDMARK ACQUISITION COMPANY FOR

PROPERTY MANAGEMENT SERVICES

RECOMMENDATION
Approve the contract with Landmark Acquisition Company for property management services at City controlled waterfront leaseholds.

EXECUTIVE SUMMARY
On October 18 2011, The City Council directed staff to move forward with the acquisitions of the Pier Plaza and International Boardwalk Leaseholds, consistent with the Strategy adopted through the 2007 Asset Management Plan. These acquisitions, in conjunction with the Pier Leasehold already controlled by the City, represent 'a significant number or direct tenants and landlord responsibilities, including billing & collections, property maintenance, and leasing.

To operate these properties efficiently and maximize value within a context of constrained resources, staff has engaged with Landmark Acquisition Company, Landmark) to oversee day to day property management responsibilities at City controlled waterfront leaseholds. Landmark will be paid out of a percentage of collections. Their fee has already been included in property revenue and expense projections and the properties are in a positive cash flow position after accounting for these expenses.

BACKGROUND
As a result of the vision established by Council's adopted Harbor Enterprise Business Plan and Asset Management Plan, The City is moving forward with the acquisitions of two waterfront leaseholds; International Boardwalk and Pier Plaza. These transactions are expected to close within the next 60 days and will serve as the basis for a subsequent developer selection (RFP) process. As the interim landlord on these properties, The City will take on direct property oversight responsibilities, including billing & collections, property maintenance, and leasing. In conjunction with the Pier E17
Administrative Report February 21, 2012

CONTRACT WITH LANDMARK

ACQUISITION COMPANY FOR PROPERTY
MANAGEMENT SERV.ICES

Leasehold already controlled by the City, there will be over 50 direct tenants within City controlled leaseholds at the Waterfront. The City also has responsibility for the billing and collection of Fisherman'sWharf Sanitation District dues and dues for tenant storage spaces within the Pier Parking Structure.

To ensure that there are sufficient resources and expertise in place to manage these commercial properties efficiently and maximize their value, staff is recommending a contract for property management services with Landmark Acquisition Company.

Landmark'sscope will include the following;
Billing and collection of tenant rents at Pier Plaza, International Boardwalk, and City Controlled Pier Leasehold
Property maintenance responsibilities as outlined in tenant leases for the same above referenced leaseholds
Leasing of vacant space at same above referenced leaseholds Billing and collection of Fisherman's Wharf Sanitation District fees and storage charges.

Landmark will staff an office at Pier Plaza for onsite operational management, leasing activities, and first line customer service. They will be paid 2.9 % of gross rent and fee collections for property management services, 3% of gross lease amount as a commission on any new leases that they successfully execute, and 10% on project management oversight for property improvements in excess of $15,000. The City will retain the right to oversee maintenance and capital improvement activities through its Public Works staff (such as HVAC or roof repair) on a case by case basis. All expenses will be approved by City Staff within the Harbor, Business & Transit and Finance Departments. Landmark will provide detailed online revenue, expense and property trend reporting as well standardized monthly property statements to City staff.

Landmark Acquisition Company is a full service property management firm headquartered in Torrance, Ca. managing assets throughout Southern California.

Landmark was chosen through a selection process that included the full evaluation of four firms selected as appropriate for the subject properties and responsibilities, including First Commercial Realty Group Inc., Riviera Property Management, and Ketchum Realty Advisors. Landmark's program was the most cost effective and offered the best customer service and reporting capabilities through their planned onsite office at Pier Plaza and their web -based reporting tool.

COORDINATION
The Harbor, Business and Transit Department collaborated with the Finance Department, the Public Works Department and the City Attorney's Office to develop the contract, process, and scope of services. The City Attorney's Office has approved the contract as to form.

Administrative Report February 21, 2012

CONTRACT WITH LANDMARK

ACQUISITION COMPANY FOR PROPERTY

MANAGEMENT SERVICES

FISCAL IMPACT
Landmark is paid 2.9% of all gross receipts that they collect. This number will vary as tenants= turn over in the various properties, but based on the current projected annual collections from the three leaseholds, storage fees, and sanitation district dues of 2; 00030,the annual 2.9% fee is projected to be approximately $67,000. Additionally, Landmark is paid 3% of total lease amount for any new leases that they bring in and 1 % on capital project oversight work in excess of $15,000. Totals from leasing commtssions and project oversight will vary depending on the number of new leases th' areat'signed and the extent to which their services are required on project oversight.

Landmark fees have been accounted for in the revenue and expense projections for the ProPz,., erties and the properties p p are in a positive P cash flow position P after accounting9 for these-expenses.

Subrnitted by Approved for forws ' ing by
li
PeteCarmichael Office oft City Manager
harbor, Business & Transit Director
Attachment: Agreement for Management Services Between Landmark Acquisition Company, and The City of Redondo Beach
z4
y
d+s 3 ay
CITY COUNiCIL

REGULARM TING
FEBRUARY 20
APPROVE CONTRACT NO C1202-17% A * CONTRACT WITH LANDMARK R hg ACQUISITION' - COMPANY INC. FOR - PROPERTY# MANAGEMENT SERVICES . -AT CITY CONTROLLED WATERFRONT -LEASEHOLDS and authorize the Mayor to execute on behalf of the City.
4:0,0 , 1**: ` 4.. CONTACT: PETE CARMICHAEL, HARBOR, BUSINESS TRANSIT

DIRECTOR
No : provided prior to-the distribution of the agenda. Documentation will be provided as a 'Blue Folder Item" on or before the scheduled meeting.

Blue folder items are additional backup material to administrative reports and /or public comments received after the printing and distribution of the agenda packet for receive and file. rr
a ,
E17
f

AGREEMENT FOR MANAGEMENT SERVICES

BETWEEN THE CITY OF REDONDO BEACH

AND LANDMARK ACQUISITION COMPANY
THIS AGREEMENT FOR MANAGEMENT SERVICES (this "Agreement ") is made between the City of Redondo Beach ( "City "), a Chartered Municipal Corporation and Landmark Acquisition Company, a California Corporation Consultant ").

The parties hereby agree as follows:

A. Description of Project or Scope of Services The project description or scope of services to be provided by Consultant, and any corresponding responsibilities of City or services required to be performed by City are set forth in Exhibit "A ".

B. Term and Time of Completion Consultant shall commence and complete the project or services described in Exhibit "A" in accordance with the schedule set forth in Exhibit "B ".

C. Compensation City agrees to pay Consultant in accordance with Exhibit "C ".

GENERAL PROVISIONS
Independent Contractor Consultant acknowledges, represents and warrants that Consultant is not a regular or temporary employee, officer, agent, joint venturer or partner of the City, but rather an independent contractor. This Agreement shall not be construed as a contract of employment. Consultant shall have no rights to any benefits which accrue to City employees unless otherwise expressly provided in this Agreement.

Due to the independent contractor relationship created by this Agreement, the City shall not withhold state or federal income taxes, the reporting of which shall be Consultant'ssole responsibility.

2. Brokers Consultant acknowledges, represents and warrants that Consultant has not hired, retained or agreed to pay any entity or person any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Agreement.

C1202 -175

3. City Property All plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this Agreement shall upon request be delivered to the City within a reasonable time, and the rights thereto shall be deemed assigned to the City. If applicable, Consultant shall prepare check prints upon request. Said plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials shall be specific for the project herein and shall not be used by the City for any other project without Consultant's consent. Notwithstanding the foregoing, Consultant shall not be obligated to assign any proprietary software or data developed by or at the direction of Consultant for Consultant'sown use; provided, however, that Consultant shall, pursuant to Paragraph 14 below, indemnify, defend and hold the City harmless from and against any discovery or Public Records Act request seeking the disclosure of any such proprietary software or data.

M

4. Inspection If the services set forth in Exhibit "A" shall be performed on City or other public property, the City shall have the right to inspect such work without notice. If such services shall not be performed on City or other public property, the City shall have the right to inspect such work upon reasonable notice. Inspections by the City shall not relieve or minimize the responsibility of Consultant to conduct any inspections Conrsultant has agreed to perform pursuant to the terms of this Agreement. Consultant shall be solely liable for said inspections performed by Consultant. Consultant shall certify in writing to the City as to the completeness and accuracy of each inspection required to be conducted by Consultant hereunder.

5. Services The project or services set forth in Exhibit "A" shall be performed to the full satisfaction and approval of the City.' In the event that the project or services set forth in Exhibit "A" are itemized by price in Exhibit "C ", the City in its sole discretion may, upon notice to Consultant, delete certain items or services set forth in Exhibit "A ", in which case there shall be a corresponding reduction in the amount of compensation paid to Consultant. City shall furnish Consultant, to the extent available, with any City standards, details, specifications and regulations applicable to the Project and necessary for the performance of Consultant'sservices hereunder. Notwithstanding the foregoing, any and all additional data necessary for design shall be the responsibility of Consultant. 2- C1202 -175

6. Records Consultant, including any of its subcontractors, shall maintain full and complete documents and records, including accounting records, employee time sheets, and correspondence pertaining to the project or services set forth in Exhibit "A ". Consultant, including any of its subcontractors, shall make such documents and records available for City review or audit within 24 hours upon request and notice, and shall keep such documents and records, for at least four (4) years after Consultant's completion of performance of this Agreement. Copies of all pertinent reports and correspondence shall be furnished to the City for its files.

7. Changes and Extra Work All changes and /or extra work under this Agreement shall be performed and paid for in accordance with the following:

Only the City Council, City Manager, or the Department Head responsible for the administration of, or supervision of the scope of work under, this Agreement may authorize extra and /or changed work. Consultant expressly recognizes that other City personnel are without authorization to either order extra and /or changed work or waive contract requirements.

Failure of Consultant to secure the authorization for such extra and /or changed work shall constitute a waiver of any and all right to adjustment in contract price due to such unauthorized work and Consultant thereafter shall be entitled to no compensation whatsoever for performance of such work.

If Consultant is of the opinion that any work which Consultant has been directed to perform is beyond the scope of this Agreement and constitutes extra work, Consultant shall promptly notify the City of the fact. The City shall make a determination as to whether or not such work is, in fact, beyond the scope of this Agreement and constitutes extra work. In the event that the City determines that such work does constitute extra work, City shall provide extra compensation to Consultant on a fair and equitable basis. A written change order providing for such compensation for extra work shall be negotiated between the City and Consultant and executed by Consultant and the appropriate City official.

In the event City determines that such work does not constitute extra work, Consultant shall not be paid extra compensation above that provided herein and if such determination is made by City staff, said determination may be appealed to the City Council as long as a written appeal is submitted to the City Manager within five (5) days after the staffs._ determination is received by Consultant. Said written appeal shall include a description of each and every ground upon which Consultant challenges the staffs determination.
3- C1202 -175

8.. Additional Assistance If this Agreement requires Consultant to prepare plans and specifications, Consultant shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Consultant shall issue any necessary addenda to the plans and specifications as requested. In the event Consultant is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of this Agreement.

9. Professional Ability Consultant acknowledges, represents and warrants that Consultant is skilled and able to competently provide the services hereunder, and possesses all professional licenses, certifications, and approvals necessary to engage in its occupation. City has relied upon the professional ability and training of Consultant as a material inducement to enter into this Agreement. Consultant shall perform in accordance with generally accepted professional practices and standards of Consultant's profession.

10. Business License Consultant shall obtain a Redondo Beach Business License before performing any services required under this Agreement.

The failure to so obtain such license shall be a material breach of this Agreement and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual circumstances without necessitating any modification of this Agreement to reflect such waiver.

11. Termination Without Default Notwithstanding any provision herein to the contrary, the City may, in its sole and absolute discretion and without cause, terminate this Agreement at any time prior to completion by Consultant of the project or services hereunder, immediately upon written notice to Consultant. In the event of termination by City, Consultant shall be compensated for: (1) all authorized work satisfactorily performed prior to the effective date of termination; and (2) necessary materials or services of others ordered by Consultant for this Agreement prior to Consultant'sreceipt of notice of termination, irrespective of whether such materials or services of others have actually been delivered, and further provided that Consultant is not able to cancel such orders. Compensation for Consultant in such event shall be determined by the City in accordance with the percentage of the project or services completed by Consultant; and all of Consultant'sfinished or unfinished work product through the time of the City's last payment shall be transferred and assigned to the City. In conjunction with any termination of this Agreement, the City may, at its own expense, make copies or extract information from any notes, sketches, computations, drawings, and specifications or other data, whether complete or not.
4- C1202 -175
Notwithstanding the above, if City terminates the Agreement during year one, City shall provide the Consultant a cancellation fee in an amount equal to ten percent (10 %) of the monthly management fee for the remainder of the first year. For this purpose, the monthly management fee shall be presumed to be the same as the average of the last four (4) months prior to service of the notice of the termination. If the Agreement is terminated prior to four (4) months within the first year, the monthly management fee shall be based on the average of the preceding months to termination.

12. Termination in the Event of Default Should Consultant fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Agreement, the City may immediately terminate this Agreement by giving written notice of such termination, stating the reasons for such termination. Consultant shall be compensated as provided immediately above, provided, however, there shall be deducted from such amount the amount of damages, if any, sustained by the City by virtue of Consultant'sbreach of this Agreement.

Consultant may terminate this Agreement upon default by the City which is not cured within 30 days following written notice to the City stating the basis of such default.

13. Conflict of Interest Consultant acknowledges, represents and warrants that Consultant shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Agreement. Consultant further acknowledges, represents and warrants that Consultant has no business relationship or arrangement of any kind with any City official or employee with respect to this Agreement. Consultant acknowledges that in the event that Consultant shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Agreement, all consideration received under this Agreement shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Agreement for one (1) year.

14. Indemni . To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City and its officers, employees, elected and appointed officials, and volunteers from and against any and all claims, demands, causes of action, lawsuits (whether at law, equity or both), proceedings, liabilities, losses, damages, expenses, costs (including without limitation attorneys' fees and costs and expert witness fees), judgments, penalties, and liens of every nature arising out of or claimed to arise from, directly or indirectly, out of Consultant'snegligence, recklessness, or willful misconduct in the performance of work hereunder or its failure to comply with any of its obligations contained in the Agreement, or its failure to comply with any current or prospective law, 5- C1202 -175
except to the extent such loss or damage was caused by the sole negligent acts including negligence and /or recklessness, or willful misconduct of the City. This indemnification obligation shall survive this Agreement and shall not be limited by any term of any insurance policy required under this Agreement.

15. Insurance.

CITY's Insurance CITY shall obtain and maintain throughout the duration of this agreement:
a. Commercial General Liability insurance, or equivalent, written on an occurrence form, with limits not less than $1, 00000,per occurrence.

Such insurance shall name the CONSULTANT an Additional Covered Party and such insurance shall be primary and not seek contribution from liability insurance maintained by the CONSULTANT.
b. All risk property insurance, on a replacement cost basis, including coverage for loss of rental income. Such insurance shall waive the insurer(s) right of subrogation against CONSULTANT.
c. All such policies shall provide not less than thirty (30) day's written notice of cancellation to CONSULTANT. Commercial insurance shall be placed with insurer(s) maintaining an A.M. Best rating not less than A -VII.

CONSULTANT'sInsurance CONSULTANT shall maintain, at its own expense, throughout the duration of this agreement, the following insurance:
a. Commercial General Liability insurance written on an occurrence form, with limits not less than $1, 000, 00including CITY, its officials, officers, employees and volunteers as additional insured to the extent of CONSULTANT'sindemnity obligations excess of the coverage afforded by CITY.
b. Business Auto Liability insurance with not less than $1, 00000,per accident, covering owned, hired and non -owned automobiles. c. Professional Liability insurance with limits not less than $1, 00000,any one claim. -
d. Workers' Compensation insurance in accordance with the statutory requirements of the State of California, and Employer'sLiability insurance with limits of not less than $1, 00000,each accident for bodily injury or disease. The workers' compensation insurance shall 6- C1202 -175
contain an endorsement waiving the insurer(s) right of subrogation against the CITY, its officials, officers, agents and employees. e. Employee dishonesty insurance of not less than $1, 00000,covering CITY for loss arising from theft, fraud or embezzlement by CONSULTANT'semployees.
f. All such insurance shall provide not less than thirty (30) day's written notice of cancellation to CITY. Commercial insurance shall be placed with insurer(s) maintaining an A.M. Best rating not less than A -VII.

16. Non - Liability of Officials and Employees of the City No official or employee of the City shall be personally liable for any default or liability under this Agreement.

17. Compliance with Laws Consultant shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Agreement, including without limitation all environmental laws, employment laws, non - discrimination laws and prevailing wage laws.

18. Limitations upon Subcontracting and Assignment Consultant acknowledges that the services which Consultant shall provide under this Agreement are unique, personal services which, except as otherwise provided herein, Consultant shall not assign or sublet to any other party without the prior written approval of City, which approval may be withheld in the City's sole and absolute discretion. In the event that the City, in writing, approves any assignment or subletting of this Agreement or the retention of subcontractors by Consultant, Consultant shall provide to the City upon request copies of each and every subcontract prior to the execution thereof by'Consultant and subcontractor. Any attempt by Consultant to assign any or all of its rights under this Agreement without first obtaining the City's prior written consent shall constitute a material default under this Agreement.

The sale, assignment, transfer or other disposition, on a cumulative basis, of twenty -five percent (25 %) or more of the ownership interest in Consultant or twenty -five percent (25 %) or more the voting control of Consultant (whether Consultant is a corporation, limited liability company, partnership, joint venture or otherwise) shall constitute an assignment for purposes of this Agreement. Further, the involvement of Consultant or its assets in any transaction or series of transactions (by way of merger, sale, acquisition, financing, transfer, leveraged buyout or otherwise), whether or not a formal assignment or hypothecation of this Agreement or Consultant'sassets occurs, which reduces Consultant'sassets or net 7- C1202 -175
worth by twenty -five percent (25 %) or more shall also constitute an assignment for purposes of this Agreement.

19. Subcontractors Consultant shall provide properly skilled professional and technical personnel to perform any approved subcontracting duties.

Consultant shall not engage the services of any person or persons now employed by the City without the prior written approval of City, which approval may be withheld in the City's sole and absolute discretion.

20. Integration This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous oral or written agreement; provided, however, that correspondence or documents exchanged between Consultant and City may be used to assist in the interpretation of the exhibits to this Agreement.

21. Amendment This Agreement may be amended or modified only by a subsequent written instrument executed by both parties.

22. Conflicting Provisions In the event of a conflict between the terms and conditions of this Agreement and those of any exhibit or attachment hereto, this Agreement proper shall prevail. In the event of a conflict between the terms and conditions of any two or more exhibits or attachments hereto, those prepared by the City shall prevail over those prepared by Consultant.

23. Non - Exclusivity Notwithstanding any provision herein to the contrary, the services provided by Consultant hereunder shall be non - exclusive, and City reserves the right to employ other contractors in connection with the project.

24. Exhibits All exhibits hereto are made a part hereof and incorporated herein by reference; provided, however, that any language in Exhibit "A" which does not pertain to the project description, proposal, or scope of services (as applicable) to be provided by Consultant, or any corresponding responsibilities of City, shall be deemed extraneous to, and not a part of, this Agreement.

25. Time of Essence Time is of the essence of this Agreement.

26. Confidentiality To the extent permissible under law, Consultant shall keep confidential its obligations hereunder and the information acquired during the performance of the project or services hereunder.

27. Third Parties Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or 8- C1202 -175
assignees as permitted under this Agreement shall not be considered third parties."

28. Governing Law and Venue This Agreement shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law. Venue for any litigation or other action arising hereunder shall reside exclusively in the Superior Court of the County of Los Angeles, Southwest Judicial District.

29. Attorneys' Fees In the event either party to this Agreement brings any action to enforce or interpret this Agreement, the prevailing party in such action shall be entitled to reasonable attorneys' fees (including expert witness fees) and costs. This provision shall survive the termination of this Agreement.

30. Claims Any claim by Consultant against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six (6) months after accrual of the cause of action.

31. Interpretation Consultant acknowledges that it has had ample opportunity to seek legal advice with respect to the negotiation of this Agreement.

This Agreement shall be interpreted as if drafted by both parties.

32. Warran . In the event that any product shall be provided to the City as part of this Agreement, Consultant warrants as follows: Consultant possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets all specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) year from the date of delivery; and the product shall be fit for its intended purpose(s).

Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of thirty (30) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Consultant, at Consultant'sexpense, including shipping. Consultant shall not be liable under this warranty for an amount greater than the amount set forth in Exhibit "C" hereto.

33. Federal Funding In the event any portion of the consideration to be paid to Consultant shall be derived from federal sources, Consultant shall comply with all federal nondiscrimination regulations, which are herein incorporated by reference and made a part of this Contract. 9- C1202 -175

34. Severance Any provision of this Agreement that is found invalid or unenforceable shall be deemed severed and all remaining provisions of this Agreement shall remain enforceable to the fullest extent permitted by law.

35. Authority. City warrants and represents that upon City Council approval, the Mayor of the City of Redondo Beach is duly authorized to enter into and execute this Agreement on behalf of City. The party signing on behalf of Consultant warrants and, represents that he or she is duly authorized to enter into and execute this Agreement on behalf of Consultant, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Agreement on behalf of Consultant.

36. Waiver The waiver by the City of any breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach.

SIGNATURES FOLLOW ON NEXT PAGE
10- C1202 -175
IN WITNESS WHEREOF, the parties have executed this Agreement in Redondo Beach, California, as of February 21, 2012.

CITY OF REDONDO BEACH LANDMARK ACQUISITION COMPANY
By:

Mayor Name: C
Title: res,
APPROVED AS TO FORM: APPROVED:

City Attorney'sOffice Risk a er
ATTEST:
11 - C1202 -175
EXHIBIT "A"

PROJECT DESCRIPTION AND /OR SCOPE OF SERVICES
Description of Property Pier Plaza, 103 to 131 W. Torrance Blvd; International Boardwalk, 100 S. to 164 N. International Boardwalk; 200 Fisherman'sWharf Property, 200 to 250 Fisherman'sWharf; Pier Parking Structure Storage Units; and Fisherman'sWharf Sanitation District (collectively " Property ")

CONSULTANT'SDUTIES
Income Collection Consultant shall take all reasonable steps to collect and enforce the. collection of all rent and other charges due City from tenants of the Property in accordance with the terms of their leases or rental agreements. Such receipts shall be deposited in the Trust Account referenced under Section 1 of City's Duties in this Exhibit. The collection efforts shall include the billing and collection of late fees pursuant to the individual tenant leases or rental agreements.

Consultant shall take all reasonable steps to collect and enforce the collection of rents for the Pier storage lockers and the Fisherman Wharf Sanitation District cleaning fee in accordance with Exhibit C.

Tenants' security deposits shall be deposited in the Trust Account and earmarked as restricted funds. If said security deposits are forfeited, Consultant shall notify City in writing that funds are no longer restricted.

2. Payment of Expenses Upon City's written approval, Consultant shall pay all loan payments, all operating expenses, and all other expenses in connection with management of the Property from the Trust Account.

3. Maintenance and Repairs Upon City's written approval, Consultant shall negotiate agreements with third parties that furnish electricity, gas, water, steam, telephone, cleaning, vermin exterminators, furnace and air - conditioning maintenance, security protection, pest control, utilities, other services and concessions provided in connection with the maintenance and operation of the Property. Consultant shall use its best efforts to negotiate the terms of the agreements with third parties to ensure necessary labor and materials are at the lowest possible cost and is consistent with good quality, workmanship and service standards. Consultant shall not enter into agreements with third parties on behalf of the City. All agreements with third parties must be executed by the City.

4. Emergency Repairs In case of an emergency where repairs are immediately necessary for the preservation and safety of the Property, to avoid the suspension of any essential service to the Property, to avoid .danger or life of property, or to comply with federal, state, or local law; such emergency repairs C1202 -175
shall be made and costs deducted from the Trust Account. If emergency repairs are required, Consultant shall consult with City for its recommended actions.

5. Tenant Communication Consultant shall receive and respond to tenant communications on behalf of City and shall ensure tenant compliance with lease provisions.

6. Leasing Assistance Consultant is required to assist in the leasing, renewals of leases, expansion, relocation, renewal of space, or any modification of the leases, Consultant shall submit all leases and modifications and extensions thereof to City for approval and execution.

7. Records and Accounting Subject to Section 6 of this Agreement, Consultant shall maintain accurate records of all funds received and disbursed in connection with Consultant'smanagement of Property including but not limited to copies of receipts, purchase orders, work orders, invoices, bank statements, deposit slips, and checks. Upon City's written notice, Consultant shall make records available for the City's inspection within 24 hours of City's request. If Consultant receives City's notice outside of usual business hours, records will be available for the City's inspection by the next business day. Consultant'saccounting records and reports will be provided in a format agreed upon between Consultant and City. a. Itemized Receipt Upon request by City, Consultant shall prepare and submit to City a complete list of all City books and records including but not limited to, a list of all service contracts and a complete inventory of all personal property received by Consultant.
b. Reports and Timing At the first of the month, Consultant shall issue a regular monthly report that explains the status of the Property. The report to be issued shall be made available in Microsoft Excel and in other formats agreed upon between Consultant and City, and shall include the following: Rent Roll, Property Narrative, Balance Sheet, Income Statement, Cash Flow Statement, Operating Statements for the Current Month and Year -To -Date; Delinquency Report, Check Register, Reconciled Bank Statement, General Ledgers; and a list of tenant Security Deposits. If applicable, reports, including, but not limited to Income Statements and Balance Sheets, must be consistent with the U.S.

Generally Accepted Accounting Principles ( "GAAP ").
c. Sale and Refinancing of Property Consultant shall assemble, prepare, and /or or consult with prospective purchasers or lenders on any due diligence related activity in connection with a potential sale or refinancing of the Property.
d. Duties with Respect to Auditors Consultant shall coordinate and interface with City approved auditors in order to generate certified financial statements for a full audit or on an as needed basis.

C1202 -175

8. Trust Account Funds In the event insufficient funds in the Trust Account is due to Consultant'smisuse of funds, Consultant must reimburse the City for said funds, remit 10% interest on said funds, and pay any associated fees and expenses. Consultant shall be considered in default and City may terminate this Agreement subject to Section 12 of the Agreement.

9. Limitation on Contracts and Agreements: Consultant shall not execute and enter into and bind the City with respect to any contract, agreement, or lease.

Consultant shall present all contracts, agreements, or leases to the City for approval and execution.

10. Payment of Property Taxes Upon City's written approval, Consultant shall pay property taxes from the Trust Account. Consultant shall ensure that Trust Account has sufficient funds to pay said taxes in a timely manner. Should Consultant determine that there will not be sufficient funds available in the Trust Account to pay the taxes, Consultant will notify City not less than fifteen (15) days PRIOR TO THE DATE ON WHICH SAID TAX INSTALLMENTS ARE DUE.

City shall then provide Consultant with the necessary funds prior to the payment date.

11. Accounting Upon Termination Upon termination of the Agreement, Consultant shall close out the books, prepare a final accounting, and shall submit outstanding invoices to the City for payment. Except as provided above, Consultant shall have no access to the Trust Account upon termination. On termination of this Agreement, Consultant shall return to City all remaining funds in Trust Account to City.

12. Legal Limitations If Consultant deems legal assistance necessary for any reason, including but not limited to rent collection or tenant eviction, Consultant shall provide reasonable notice to City and obtain such assistance from legal counsel retained by City. All legal fees, costs and expenses shall be paid from the Trust Account.

13. Other Services At City's request, Consultant shall perform the following additional services for compensation as referenced in Exhibit C:
a. Prepare special or uniquely formatted reports. A special or uniquely formatted report shall be any report other than the normal reports agreed upon between City and Consultant at the commencement of this agreement.
b. Function as an "Asset Consultant" interfacing with City's lender and /or mortgage loan servicer on preparing or managing any loan draws or providing cash management duties.
c. Attend and /or prepare for court hearings, arbitrations, and settlement meetings other than evictions.

C1202 -175
d. Accounting and /or reconciliations, or services related to periods of time prior to the commencement of the Agreement.
e. Coordinate with appraisers or counsel retained by City to evaluate property or to appeal assessed values but shall not be directly responsible for such undertaking.
f. Prepare and coordinate the execution of tenant estoppels or SNDA documents for a fee of $150 per document.
g. A documentation fee of $1, 00500.shall be paid for the preparation of a new lease document required by City for which Consultant is not already receiving a commission.

14. Broker Designation: City has been notified that pursuant to a separate agreement between Consultant and BC Urban, LLC ( "BCU "), BCU will provide brokerage services for the Property and receive certain brokerage commissions from Consultant.

CITY'S DUTIES
Trust Account City will facilitate opening of a Trust Account at an institution insured by the Federal Deposit Insurance Corporation ( "FDIC ") in California. The designated purpose of the Trust Account shall be for deposit of income including but not limited to tenant'srents and late fees, Fisherman Wharf Sanitation District cleaning fees, rents for the Pier Storage Lockers; tenant security deposits, and for the payment of expenses, repairs, property taxes, and the property management fee.

Consultant shall be designated as Trustee of the Trust Account. Upon City's written approval and subject to Commissioner'sRegulations 2832 and 2834, two persons shall be designated by Consultant, as authorized signatories on the Trust Account. In the event Consultant designates an employee who is not a licensed broker ( "unlicensed employee ") as a signatory on the Trust Account, the unlicensed employee must be covered by a fidelity bond in accordance with Commissioner'sRegulation 2834.

Upon City's written request, Consultant shall disperse funds from the Trust Account to City's designated bank account.

2. Transfer of Existing And Future Documentation to Consultant City shall promptly furnish Consultant with all documents and records required for the management of Property, including but not limited to all leases, amendments and correspondence related thereto; the status of rental payments; mortgage loan information and payment instructions; two (2) year's income and expense history; copies of service contracts in effect; and information regarding all insurance policies. Consultant must receive accurate records when initially taking over the C1202 -175
management of the Property, however City's obligation to provide documentation shall be to the extent that documentation exists.

3. Level Of Fundinq In Trust Account City shall at all times maintain sufficient funds in the Trust Account to enable Consultant to pay all obligations of the Property in a timely manner.
a. In instances where collections are projected to be insufficient or not received in time to satisfy this requirement, Consultant must provide a written explanation, including the reason and necessity of the requested funds. Upon City's timely receipt of the request, City will review and approve the request in its reasonable discretion, and promptly remit sufficient funds to the Trust Account. The funds remitted by the City will be used to pay current and past due obligations, and maintain a Five Thousand Dollar ($5,000) Working Capital Reserve in the Trust Account.

Consultant may exercise its reasonable discretion in determining which obligations to pay first.
b. City and /or auditors retained by City shall have the right to audit the Trust Account periodically. Consultant shall provide all documents necessary to assist in the completion of the audit, including all reports and documents referenced in Section 7 of Exhibit A.

4. Payment of Property Management Fee Consultant shall be paid from the Trust Account upon City's approval of Consultant'sinvoice. The Property Management Fee shall be based on the Gross Monthly Collections in accordance with Exhibit C. "Gross Monthly Collections" is defined as for any month, the entire amount of all revenues, income and proceeds of every kind (determined on a cash basis) resulting or received from (directly or indirectly) the management of the Property and all of the facilities therein (determined on a cash basis), including (a) tenant rentals collected pursuant to tenant leases or occupancies for such period; (b) 50% of late fees calculated pursuant to the individual tenant leases and /or rental agreements; (c) parking; (d) janitorial income; (e) security deposits forfeited by tenants during the period, but excluding security deposits of tenants held in accordance with their respective leases; (f) laundry and vending machine income, if applicable, received during such period; (g) proceeds from rental interruption insurance received during such period; (h) CAM charges; and (i) rents for the Pier storage lockers, and the Fisherman Wharf Sanitation District cleaning fees in accordance with Exhibit C.

5. Management Office At City's expense, Consultant shall maintain an office where Consultant will manage and lease the Property. Location of the office shall be made in the City's sole discretion.

6. Capital Improvement Upon City's written approval, Consultant may have the right to make capital improvements to the Property. For capital improvements and maintenance subject to public works and /or public projects within the meaning of Redondo Beach Municipal Code § 2- 6. 021.and the City's Charter, Consultant must follow competitive bidding procedures in accordance with C1202 -175 Redondo Beach Municipal Code §§ 2- 6. 021.and 2- 6.107, which include but are not limited to formal bidding for capital improvements and /or maintenance over 50,000.

City shall have the right to make capital improvements to the Property without the Consultant'soversight of the capital improvements. In the event City makes the capital improvement to the Property, Consultant will not be paid the Construction Management fee set forth in Exhibit C.

C1202 -175
EXHIBIT "B"

TERM OF AGREEMENT
This Agreement shall commence on February 21, 2012 and shall continue for (1) year until February 21, 2013, unless otherwise terminated as herein provided.

Thereafter, the Agreement shall automatically renew for subsequent three month periods unless terminated upon thirty ( 30) days written notice from City to Consultant, or ninety (90) days written notice from Consultant to City.

C1202 -175
EXHIBIT "C"

COMPENSATION
Provided Consultant is not in default under this Agreement, Consultant shall be compensated as provided below.

1. Amount Refer to Fee Schedule Below.

2. Method of Payment Consultant shall provide invoices to City for approval and payment. Invoices must be itemized, adequately detailed, based on accurate records, and in a form reasonably satisfactory to City; Consultant may be required to .provide back -up material upon request.

3. Schedule for Payment City agrees to pay Consultant within thirty (30) days of receipt of monthly invoices.

C1202 -175
FEE SCHEDULE:

City shall pay Consultant for its management services based on the following schedules:

Consultant'scompensation and commission ( "Compensation ") shall be paid from Trust Account within 25 days from the date Consultant earns its Compensation, and upon City's written approval.

1. Real Estate Management Fee The greater of:
a. A minimum amount per month, regardless of the Gross Monthly Collections, of five thousand dollars ($5,000) or
b. Two and nine - tenths percent (2.9 %) of all Gross Monthly Collections

2. Late Fees 50% of late fees pursuant to individual tenant leases and /or rental agreements.

3. One Time Installation Fee $50.00 per tenant.

4. Construction Management Fee Ten percent (10 %) of the aggregate contract cost for each construction, tenant improvement, and /or renovation project project ") supervised by Consultant whereby said aggregate cost is in excess of 15, 00.00 For projects less than $15,000, Management shall not receive a construction management fee.

5. Additional Consideration: To the extent, City enters into non automatic lease renewals, modifications, expansions or extensions that result in an increased lease rate to the City OR a NET extension of rental payments to the City beyond the existing lease termination date during the term of this Agreement, Consultant shall receive three percent (3.0 %) of the new gross lease consideration Additional Consideration "). The Additional Consideration, however, shall not be payable to Consultant until City is paid the new gross lease consideration. The payment of the Consultant'scompensation is subject to the Pay Schedule referenced below. Consultant shall submit all lease renewals, modifications, expansions, or extensions to the City for execution.

Consultant shall not receive any commissions or payments from existing leases that terminate and have existing lease provisions that automatically convert into Month -to -month agreements, or existing leases that continuously roll over on a month to month basis with no termination date.

6. New Tenant Leases
a. Upon closing of each new tenant lease agreement, Consultant and the Tenant's Broker shall each receive three percent (3 %) of the gross lease consideration for a total of six percent (6.0 %) of gross lease consideration. If Tenant has not engaged a broker under a separate 01202 -175 agreement, Consultant shall receive only three percent (3 %) of the gross lease consideration. The payment of the Consultant's compensation is subject to pay schedule referenced below. Consultant shall submit new tenant leases to City for execution.
b. In the event Consultant is terminated while performing services under Section 5 of the Fee Schedule, Consultant and City shall submit a list of such persons or entities to City ( "Participant List ") no later than five (5) business days from termination of this Agreement. Such Participant List is subject to City's approval ( "Approved Participant List "). If a lease, renewal transaction, or any other approved transaction is completed with a party on the Approved Participant List within sixty (60) days of Consultant'stermination ( "Tail Period "), Consultant shall be entitled to payment under Sections 5, 6 and 7 of the Fee Schedule.

7. Pay Schedule
Month to Month Leases Consultant shall receive 3% of the gross lease consideration. The Additional Consideration, however, shall not be payable to Consultant until Consultant collects Tenant'srent and invoices City.

Non Automatic Renewal Multi Year Leases Consultant shall receive 50% of the Compensation due within 30 days of the leases' execution. Such compensation shall not exceed the Tenant'sfirst month'srent. City, thereafter, shall pay 25% of the Tenant's monthly rent ( "Amount "). The Amount, however, shall not be payable to Consultant until Consultant collects rent and invoices City.

8. Hourly Rates for Additional Requests per Section 13 of Exhibit A:
a. Principal rates @ $250.00 per hour
b. Staff rates @ $175.00 per hour

9. Pier Storage Fees:
a. Rental for Storage Units: $0.70 per square foot for each month b. Electricity Usage Fee: $35 per month for each appliance utilizing electricity

10. Fisherman Wharf Sanitation District Cleaning: The following attachments are incorporated herein.
a. Resolution No. 6213: A Resolution of the Council of the City of Redondo Beach California Establishing a Fee Schedule for the Fisherman Wharf Sanitation District
C1202 -175
b. Resolution No. 7818: A Resolution of the Mayor and City Council of the City of Redondo Beach California Amending the Fisherman Wharf Sanitation District Special Cleaning Fees.

C1202 -175
4 °® CERTIFICATE OF LIABILITY INSURANCE
DATE
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 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
Aon Risk Services, Inc of Florida
1001
FL 33 131 937
Bay Drive, Suite #1100
Miami,i FL 33

CONTACT
NAME: Aon Risk Services, Inc of Florida
A/CNNe Ext ; 800 - 743 -8130 a No): 800 -522 -7514
EMAIL
ADDRESS: ADP. Center COI. Aon.com
INSURER(S) AFFORDING COVERAGE NAIL #
INSURER A: National Union Fire Ins Co of Pittsburgh 19445 DAMAGE To
PREMISES Ee xwrrence

INSURED
ADP TotalSource FL XVI, Inc.

INSURER B:
10200 Sunset Drive INSURER C
Miami, FL 33173

GENERAL AGGREGATE
L/C /F

INSURER D
INSURER E: Landmark Acquisition Co
3142 PCH Suite 201
Torrance, CA 90505 INSURER F:

COVERAGES CERTIFICATE NUMBER: 364925 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. LIMITS SHOWN ARE AS REQUESTED.

INSR
LTR

TYPE OF INSURANCE
ADDL
INSR
SUBR
WVD

POLICY NUMBER

POLICY EFF
MM/DD

POLICY EXP

MM/ YYYYDD/
LIMBS

AUTHORIZED REPRESENTATIVE

GENERAL LIABILITY

COMMERCIAL GENERAL LIABILITY
CLAIMS -MADE El OCCUR

EACH OCCURRENCE
DAMAGE To
PREMISES Ee xwrrence
MED EXP one person)

PERSONAL & ADV INJURY

GENERAL AGGREGATE
GEN'LAGGREGATE LIMIT APPLIES PER:

POLICY PROJECT LOC

PRODUCTS - COMP /OP AGG

AUTOMOBILE LIABILITY

ANY AUTO

ALL OWNED SCHEDULED

AUTOS AUTOS

NON -OWNED

HIRED AUTOS AUTOS

COMBINED
Ea accident
BODILY INJURY Per person)
BODILY INJURY Per accident)
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Per accident
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UMBRELLA LIAB

EXCESS LIAB
OCCUR

CLAIMS -MADE

EACH OCCURRENCE

AGGREGATE
DEC I I RETENTION $
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WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY YIN

ANY ROPRIETOR/ EXECUTIVE PARTNER/
OFFICER/MEMBER EXCLUDED?
Mandatory In NH)
If yes, describe rmder
DESCRIPTION OF OPERATIONS below
N / A
WC 012444963 CA 07/ 1101/ 07/ 1201/
X WC STATU- OTHTORY LIMITS ER
E.L. EACH ACCIDENT 2, 00000,
EL. DISEASE - EA EMPLOYE 2, 00000,
E.L. DISEASE - POLICY LIMIT 1 2, 00000,
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more apace Is required) Ali worksite employees working for the above named client company, paid under ADP TOTAL SOURCE, INCA payroll, are covered under the above stated policy.

CERTIFICATE HOLDER CANCELLATION
Landmark Acquisition Co SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 3142 PCH THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Suite 201 ACCORDANCE WITH THE POLICY PROVISIONS.

Torrance, CA 90505

AUTHORIZED REPRESENTATIVE
9) 1988-2010 RD CORPORACIQN. 611
ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD - ' I (:) reserved.

ACV CERTIFICATE OF LIABILITY INSURANCE
DATE
0l"2
r '
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 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).

UNT
PRODUCER NAME. Deborah Cooper
Bennett & Porter Insurance Services PHONE . ( 480) 212 - 1150 FAX . (
480) 212 - 1151
3200 N. Hayden Rd., #310 AnngEss dcoo er@ba ins.com
Scottsdale AZ 85251 -6655

INSURED
Landmark Acquisition Co. Inc
3142 Pacific Coast Hwy Ste 201
Torrance CA 90505 1 INSURER F• I
COVERAGES CERTIFICATE NUMBER'CL12 REVISION NUMBER:

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

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN

INSR POLICY EFF POLICY EXP LIMITS
City of Redondo Beach

LTR TYPE OF INSURANCE POLICY NUMBER
415 Diamond Street
GENERAL LIABILITY EACH OCCURRENCE 1, 00000,

X COMMERCIAL GENERAL LIABILITY
DAMAGE TO RFNygff
PREMISES Ea occurrence 50,000
A CLAIMS-MADE 51 OCCUR X 3CO2424 / 15/2012 115/2013 MD EXP (Any one person) 5,000 PERSONAL & ADV INJURY 1, 00000,
GENERAL AGGREGATE 2, 00000,
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS- COMPIOP AGG 2, 00000,

X POLICY
PRO- r LOC
AUTOMOBILE LIABILITY Ea accidentSINGLE 1, 00000,
15/2012 15/2013 BODILY INJURY (Per person)
A

ANY AUTO
ALL OWNED SCHEDULED CO2424 BODILY INJURY (Per accident) AUTO AUTOS .

PROPERTY DAMAGE
X HIRED AUTOS X AUTOSED accident)

UMBRELLA UAB EACH OCCURRENCE

EXCESS LIAB HOCCUR CLAIMS -MADE AGGREGATE

DED RETENTION

WORKERS COMPENSATION
WC
R .

STATU- 1 O

AND EMPLOYERS' LIABILITY YIN
ANY PROPRIETOR/PARTNERlEXECUTNE E.L. EACH ACCIDENT
E.L. DISEASE - EA EMPLOYE
OFFICERIMEMBER EXCLUDED?
Mandatory In NH)
NIA
El. DISEASE - POLICY LIMIT If yes. describe under
DESCRIPTION OF OPERATIONS belay
B Errors 6 Omissions Bn4DER 15/2012 15/2013 Ilrnit ($5,000 Ded) 1, 00000, DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more apace to required) O1=ALU% 11 A nf%Ll
VGRIIrIVMIG f7VGVGr

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

City of Redondo Beach
415 Diamond Street
Redondo Beach, CA 90277

AUTHORIZED REPRESENTATIVE
Deborah Cooper /BPDM.0
ACORD 25 (2070!05) v laov -wIv nvvrw vv.vvrv. ""
INCfl94 f111MF\ 1'Al ' rl... — A— -# Arnon

COMMENTS /REMARKS
City of Redondo Beach, its officers, elected and ' appointed officials, employees, and volunteers, but only with respect to liability arising out of work or operations performed by or on behalf of the Contractor including ymaterials, parts or equipment furnished in connection with such work or operations` - , ate•- additional insured per CG 20 10 10 01, CG 20 26, CG 20 24 and primary non - contributory forms attached. 3 I , OFREMARK
4 y, k . I R
Z03.Y o'

COMMERCIAL GENERAL LIABILITY
CG 20 10 07 04
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - OWNERS, LESSEES OR

CONTRACTORS - SCHEDULED PERSON OR

ORGANIZATION
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Name Of Additional Insured Person(s)
Or Organization(s): Locations Of Covered Operations
City Of Redondo Beach
415 Diamond Street
Redondo Beach CA 90277
information required to complete this Schedule if not shown above will be shown in the Declarations.

A. Section II — Who Is An Insured is amended to
include as an additional insured the person(s) or
organization(s) shown in the Schedule, but only
with respect to liability for "bodily injury", " property damage" or " personal and advertising injury"
caused, in whole or in part, by:

1. Your acts or omissions; or

2. The acts or omissions of those acting on your
behalf;
in the performance of your ongoing operations for
the additional insured(s) at the location(s) designated above.

CG 20 10 07 04
B. With respect to the insurance afforded to these
additional insureds, the following additional exclusions apply:

This insurance does not apply to "bodily injury" or
property damage" occurring after:

1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed;
or

2. That portion of "your work" out of which the
injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project.

ISO Properties, Inc., 2004 Page 1 of 1
C1202 -175
13 COMMERCIAL GENERAL LIABILITY
POLICY NUMBER: 3CO2424
y
ARM

ESSEX INSURANCE COMPANY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED ENDORSEMENT
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE FORM

PRODUCTS /COMPLETED OPERATIONS COVERAGE FORM

LIQUOR LIABILITY COVERAGE FORM

PROFESSIONAL LIABILITY COVERAGE
Pleas`ejefer to each coverage form to determine which terms are defined. Words shown in quotations on this r. endorsement may or may not be defined in all coverage forms. E=

SCHEDULE
Person or Entity: City ofRedondo Beach
Interest of the Above:

Additional Premium: ( Check box if fully earned.)
WHO ISAN INSURED is amended to include the person or entity shown in the Schedule above as an Additional Insured undditAhis "insurance, but only as respects negligent acts or omissions of the Named Insured and only as respects any. covdrage not otherwise excluded in the policy. Our agreement to accept an Additional Insured provision in a contract is not• acceptance an:of any other provisions of the contract or the contract in total.

When coverage does not apply for the Named Insured, no coverage or defense shall be afforded to the Additional Insured.

No coverage shall be afforded to the Additional Insured for injury or damage of any type to any "employee" of the Named Insured or to any obligation of the Additional Insured to indemnify another because of damages arising out of such injury or damage.

All other terms and conditions remain unchanged.

MEGL 0009 0411 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

C1202 -175
2 COMMERCIAL'GENERAL LIABILITY
POLICY NUMBER: 3CO2424
Essex Insurance Company
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED ENDORSEMENT -

PRIMARY AND NON - CONTRIBUTORY
This endorsement modes insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE FORM

PRODUCTS /COMPLETED OPERATIONS LIABILITY COVERAGE FORM
6 *d:14111144

ADDITIONAL INSURED
PERSON OR ENTITY: INTEREST:

City of Redondo Beach
Please refer to each coverage form to determine which terms are defined. Words shown in quotations on this endorsement may or may not be defined in all coverage forms.

SECTION II — WHO IS AN INSURED is amended to include as an Additional Insured the person(s) or entity(s) shown in the Schedule above, but only as respects negligent acts or omissions of the Named Insured and only for "occurrences ", claims" or coverage not otherwise excluded by this insurance.

Where no coverage applies to the Named Insured, no coverage or defense applies to the Additional Insured shown in the Schedule above.

No coverage applies to the Additional Insured scheduled above for any "bodily injury", " personal and advertising injury", or property damage" to any "employee" of the Named Insured or to any obligation of the Additional Insured to indemnify another because of damages arising out of such injury.

Subject to the above, when coverage applies to the Additional Insured(s) listed above, it shall be primary insurance as respects any "claim ", loss, or liability arising out of the Named Insured(s operations as covered by this insurance. If coverage applies under this policy, any other insurance maintained by the Additional Insured(s) as a Named Insured shall be excess and non - contributory to the coverage provided by this insurance.

All other terms and conditions remain unchanged.

MEGL 0010 0311 Includes copyrighted material of Insurance Services Office, Inc. with Page 1 of 1 its permission.

C1202 -175