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
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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]
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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:
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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„,,
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By: By:
Name: Name:
Title: Title:
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