OPTION AGREEMENT
This Option Agreement (this "Agreement") is made and entered into effective as of February 18, 2025 (the "Effective Date"), between the City of Redondo Beach, a California charter city and municipal corporation ("Optionor"), and LGW Investments, LLC, a California limited liability company ("Optionee"). Optionor and Optionee are sometimes individually referred to as a "Party" and collectively as the "Parties" in this Agreement.
RECITALS
A. Optionor is the owner of certain land and water area in the City of Redondo Beach commonly known as King Harbor (the "Harbor").
Optionee is the lessee of certain premises and owner of certain leasehold improvements located within Basin Two of the Harbor commonly known as Port Royal Marina (the "Marina"), pursuant to that certain Lease Agreement dated April 17, 1961 between Optionor, as lessor, and Bill Creighton, Inc., as original lessee, as such Lease Agreement has been amended and assigned from time to time thereafter (said Lease Agreement, as amended and assigned, is referred to herein as the "Existing Lease"). The real property subject to the Existing Lease consists of tidelands granted by the State in trust to the City, and adjacent uplands which are necessary for the use of the tidelands for its intended purpose as a recreational vessel marina open to public use, and for which disposal of the land is authorized or required subject to conditions established by statute.
C. In order to provide for the redevelopment and revitalization of the Marina as a first- class recreational vessel marina, by this Agreement, Optionor is granting to Optionee the option and right to enter into a new long-term lease of the Marina, conditioned upon and subject to Optionee's performance of established criteria relating to the implementation of the agreed upon redevelopment plan for the Marina. The redevelopment and revitalization project is not intended to change the use of the Marina, and the development and demolition of the existing buildings contemplated by the redevelopment plan is limited to making improvements, renovations, or updates to the existing buildings, while preserving their structural integrity, or in the case of an existing restroom building that has reached the end of its structural life, replacing such restroom building with a new restroom building that will be used for the same purpose. The use and redevelopment of the Marina is consistent with valid state and federal land use restrictions applicable to development in the tidelands and uplands within which the Marina is located, including Optionor's obligations under the California Coastal Act to preserve, protect and enhance public access to the coast, public recreational boating, and opportunities for public coastal recreation.
NOW, THEREFORE, the Parties agree as follows:
Grant of Option. Optionor hereby grants to Optionee the right, privilege and option to lease (herein, the "Option" from Optionor those certain premises referred to in that certain lease attached to this Agreement as Exhibit "A", on the terms and provisions stated therein (the "New Lease"), conditioned upon and subject to Optionee's satisfaction of the conditions and performance of its obligations regarding the implementation of the redevelopment of the Marina as set forth in Section 4 below, as reasonably determined by Optionor. Upon execution of this Agreement, Optionee shall pay to City a nonrefundable option fee in the amount of Ten Thousand Dollars ($10,000) as consideration for the Option granted hereby (which consideration is in addition to the other consideration provided by Optionee in the performance of its obligations set forth in this Agreement, and is not applicable to any other payment obligations contained herein or in the Existing Lease or New Lease).
2. Option Term: Exercise of Option. Optionee may exercise the Option by providing Optionor with written notice of exercise ("Exercise Notice") at any time during the Option Term (as defined below), provided, however, that as a condition to the exercise of the Option, Optionee shall have satisfied the conditions and performed its obligations set forth in Sections 4.1 through
4.10 below in all material respects, as reasonably determined by Optionor. The date that the Exercise Notice is given by Optionee to Optionor during the Option Term is referred to herein as the "Exercise Date." For purposes of this Agreement, the term "Option Term" shall mean the period commencing on the Effective Date and ending on April 16, 2031. Within thirty (30) days after Optionee's delivery of an Exercise Notice, Optionor shall determine whether Optionee has satisfied all of the conditions and performed its obligations set forth in Sections 4.1 through 4.11 below, and shall deliver written notice thereof to Optionee (which determination shall not be unreasonably withheld, conditioned or delayed). Within thirty (30) days after Optionor's written notice that all such conditions and obligations have been satisfied, Optionor and Optionee shall mutually execute and deliver the New Lease in the form attached as Exhibit "A" to this Agreement, and the New Lease shall supersede the Existing Lease in its entirety as of the Commencement Date of the New Lease; provided that the Parties shall remain responsible for performance of any obligations which arose under the Existing Lease at any time prior to the Commencement Date of the New Lease. Prior to the execution of the New Lease, the Parties shall insert the Commencement Date of the New Lease in the space provided in the New Lease, which shall be the first day of the calendar month immediately following the Parties' execution of the New Lease.
The premises that are the subject of the New Lease are more particularly described in Exhibits "A" and "B" attached to the New Lease (herein, the "Premises").
3. Redevelopment Improvements to be Constructed by Optionee. Attached to this Agreement as Exhibit "B" is a description of the redevelopment improvements to be designed and constructed by Optionee as the lessee under the New Lease (the "Scope of Development").
The Scope of Development sets forth the agreed upon required initial waterside and landside improvements to be constructed by Optionee in the time and manner set forth in the New Lease, which initial waterside and landside improvements are referred to herein and in the New Lease as the "Marina Redevelopment Project." Optionee represents and warrants to Optionor that the Marina Redevelopment Project will have a minimum value (based on the cost of construction) of Fourteen Million Dollars ($14,000,000). The Scope of Development (as may be refined during the Option Term by mutual agreement of the Parties) shall be attached to the New Lease as Exhibit "C" thereto. The parties acknowledge that Parcel B as identified on page 1 and page 2 of the Scope of Development (herein, "Parcel B") depicts the removal of an existing building on Parcel B and the creation of 24 standard parking spaces on Parcel B. In the event that Optionor and Optionee agree that such additional parking is not needed for the Marina Redevelopment Project (as defined below), then the existing building may remain or be replaced, 2 provided that if the existing building remains it shall be refurbished to be compliant with the then applicable building codes to the satisfaction of City (as defined below).
4. Conditions Precedent to Exercise of Option. Optionee's right to exercise the Uption is conditioned upon Optionee's satistaction of the conditions and performance of its obligations set forth below in this Section 4 in all material respects.
January 1, 2031; 0 properation submitroval offy of Redevd Beach Plannectibater thathe exercise of its governmental functions as the permitting agency (in such capacity, "City") a complete set of final plans and specifications for the Marina Redevelopment Project (the "Final Redevelopment Plans"). The Final Redevelopment Plans shall be in such form which may be required by the City with respect to any permits and entitlements that are required to be obtained to develop the Marina Redevelopment Project. Optionee shall submit to the Optionor such plans for the Improvements as are required by the City in order for Optionee to obtain building and other required permits for the Marina Redevelopment Project (as reasonably determined by City). The Final Redevelopment Plans shall be accompanied by a cost estimate for the Marina Redevelopment Project and a construction schedule for the phased construction of the Marina Redevelopment Project over a period not to exceed forty-eight (48) months from the Commencement Date of the New Lease in accordance with a phased construction schedule submitted by Optionee and reasonably approved by Optionor. Such phased construction schedule shall be attached to the New Lease as Exhibit "D" (Schedule of Performance) thereto.
All costs associated with the design of the Marina Redevelopment Project and preparation of the Final Redevelopment Plans shall be paid for by Optionee. Unless otherwise agreed upon by Optionor and Optionee, the Final Redevelopment Plans shall be a logical progression of the Scope of Development. If the City properly objects to any portion of the Final Redevelopment Plans as provided above, Optionee will discuss the objections with Optionor, and Optionee and Optionor will work together in good faith to achieve approval of the Final Redevelopment Plans by City that are acceptable to Optionee. City acting in its governmental capacity as the regulatory agency shall have all rights to review and approve or disapprove all Final Redevelopment Plans and other required submittals in accordance with the City Municipal Code, and shall retain the same discretion over such matters as it has with respect to any other development applications submitted to City. Nothing set forth in this Agreement shall be construed as City's approval of any or all of the Final Redevelopment Plans. This Agreement does not require that City comply with the implied covenant of good faith and fair dealing in reviewing and approving or disapproving Final Redevelopment Plans and other required submittals acting in its governmental capacity with respect to the Marina Redevelopment Project.
In no event shall City's disapproval or failure to approve the Final Redevelopment Plans and/or other required submittals be deemed a breach or Default of this Agreement. The procedure set forth in this Section 4.1 will be repeated until such Final Redevelopment Plans are approved by City. Upon such approval by City, and City's issuance of all applicable permits for the Marina Redevelopment Project as reasonably determined by City (the "Applicable City Permits"), or such Applicable City Permits being ready for issuance subject only to the payment of applicable fees, the posting of required security, or both, it shall be conclusively deemed that Optionee has satisfied the condition precedent set forth in this Section 4.1. For clarity and avoidance of doubt, nothing herein is intended nor shall be construed to restrict Optionor from waiving (in Optionor's sole discretion) the foregoing condition with respect to any Applicable City Permit that Optionor deems minor or ministerial in nature that is normally obtained during the ordinary course of the development at a later date.
4.2 Permitting of Marina Redevelopment Project By Other Agencies. As a further condition precedent to the exercise of the Option, Optionee shall have obtained all material governmental permits and approvals from all governmental agencies (other than the City having jurisdiction that are necessary for the planning, design and construction of the Marina Redevelopment Project (the "Other Governmental Permits"). Such governmental agencies nay include, but are not necessarily limited to, the California Coastal Commission, and the Army Corps of Engineers. In order to confirm the satisfaction of the condition precedent containec in this Section 4.2, at such time as Optionee believes it has obtained such Other Governmental Permits, Optionee shall submit to Optionor a list of the Other Governmental Permits cbtained by Optionee together with copies of the documentation evidencing the issuance of the Other Governmental Permits. Optionor shall promptly review the list of the Permits and supportirg documentation and shall within thirty (30) days after receipt thereof either confirm that Optionee has satisfied the condition precedent to the exercise of the Option set forth in this Section 4.2 or deliver to Optionee a reasonably detailed explanation of why Optionor refuses to confirm that such condition precedent has been satisfied (i.e., Optionor shall identify to Optionee the Other Governmental Permits that Optionor believes have not been obtained by Optionee).
Optionor shall not unreasonably withhold, condition or delay Optionor's approval of such evidence If Optionor notifies Optionee of its belief that such condition precedent has not been satisfied and the basis therefor, then Optionee shall have the right to obtain and submit to Optionor additional evidence of the satisfaction such condition precedent (e.g., through the obtainment and submission of additional Other Governmental Permits with supporting documentation). Within thirty (30) days after receipt of such additional evidence, Optionor shall review the additional evidence and confirm satisfaction of such condition precedent or provide a further explanation of why Optionor believes such condition precedent has not been satisfied.
The procedure set forth in this Section 4.2 will be repeated until the satisfaction of such conditior. precedent is confirmed by Optionor or it is determined that Optionee is unable or unwilling to satisfy such condition precedent. All costs associated with the permitting of the Marina Fedevelopment Project as provided in this Section 4.2 shall be paid for by Optionee.
Optionor shall cooperate in all reasonable respects with the permitting of the Marina Redevelopment Project as provided in this Section 4.2.
4.3 Financing of Marina Redevelopment Project. As a further condition precedent to the exercise of the Option, Optionee shall have provided to Optionor evidence reasonably satisfactory to Optionor that adequate financing (either internal equity from Optionee or its principals, equity from third party investors, and/or construction loans by a related party or third party lender, or a combination of the foregoing) is available to ensure the construction of the Marina Redevelopment Project at the time and in the manner set forth in the New Lease.
Optionor agrees to treat and maintain as confidential any and all financial statements or other financial information provided by Optionee and/or its principals, subject to Optionor's compliance with the requirements of the California Public Records Act and other applicable law.
Optionor shall promptly review such evidence of adequate financing and shall within thirty (30) days after receipt thereof either approve such evidence or deliver to Optionee Optionor's specific 4 objections to such evidence together with Optionor's proposed solution to each objection.
Optionor shall not unreasonably withhold, condition or delay Optionor's approval of such evidence. If Optionor duly objects to all or part of such evidence of adequate financing, Optionee shall have the right to deliver to Optionor revised evidence of adequate financing.
Within thirty (30) days after receipt of the revised evidence, Optionor shall review the revised evidence and shall notify Optionee in writing of any further objections and/or information required by Optionor and the reasons therefor. The procedure set forth in this Section 4.3 will be repeated until such evidence is approved by Optionor or it is determined that reasonably satisfactory evidence of adequate financing cannot be provided. Upon Optionor's approval of such evidence, it shall be conclusively deemed that Optionee has satisfied the condition precedent set forth in this Section 4.3. Examples of evidence of adequate financing that may be submitted for consideration, include, but are not limited to, the following:
(a) A proforma statement showing the capital structure of Optionee, including the amount of capital, if any, to be invested by Optionee or the principals of Optionee for the construction of the Marina Redevelopment Project. (b) A firm commitment for a construction loan or loans in a form or forms reasonably acceptable to Optionor in such amount or amounts which when added to Optionee's invested capital is sufficient to cover the estimated cost of construction of the Marina Redevelopment Project.
(c) A firm commitment with respect to any third party permanent financing in a form reasonably acceptable to Optionor with debt service and expense projections which can be carried by the income projections for the Marina. (d) A certified statement identifying all sources of working capital projected in the pro forma statement submitted under subparagraph (a) above. (e) A financial statement of Optionee (or each separate entity or person making up the business venture of Optionee) prepared by a certified public accountant within ninety (90) days prior to its submittal.
(f) A statement of all material pending litigation involving Optionee. (g) A statement of other projects planned or in progress by Optionee, including projected investments for each project.
(h) Three (3) financial references.
4.4 No Default. No Event of Default of this Agreement or the Existing Lease by Optionee shall then exist, and no event shall then exist which, with the giving of notice or the passage of time or both, would constitute an Event of Default by Optionee and, if requested by Optionor, Optionor shall have received a certificate to that effect signed by Optionee. 5 4.5 No Litigation. No litigation or other administrative or judicial proceeding that would materially affect Optionee's ability to carry out its obligations with respect to the Marina Redevelopment Project, the Premises, the Existing Lease, the New Lease, or Optionee, shall have been filed or be pending.
Construction Contract. Optionee shall have entered into, or shall provide satisfactcry evidence that it is prepared to enter into, general construction contracts) for the Marina Redevelopment Project, with one or more general contractors) reasonably acceptable to Optionor.
Insurance. Optionee shall have submitted to Optionor evidence of the insurance policies required pursuant to the New Lease.
Bonds and Security. Optionee shall have submitted to Optionor its proposec form of payment and performance bonds or alternate security in the form required by the New Lease, which proposed form shall be reasonably satisfactory to Optionor.
Construction to Commence. Optionor shall be reasonably satisfied that construcion of the Marina Redevelopment Project is ready to commence in the time and manner referred to in the construction schedule referred to in Section 4.1 above and thereafter shall be pursued to completion in a diligent and continuous manner.
4.10. Representations and Warranties. The representations of Optionee contained in this Agreement and the New Lease shall be correct in all material respects as of the New Lease Commencement Date as though made on and as of that date and, if requested by Optiono:, the Optionor shall have received a certificate to that effect signed by Optionee.
4.11 Surplus Land Act Requirements. Optionor shall have timely made all submissions to HCD pursuant to Section 5 hereof, and shall have resolved to the satisfaction of Optionar any objection or challenge by HCD regarding compliance with the Surplus Land Act as set forth in Section 5 hereof, and there shall be no outstanding notice of violation of the Surplus Land Act from HCD.
Surplus Land Act Compliance. Not later than three hundred sixty-five (365) days following the Effective Date of this Agreement, Optionor shall submit to the Califorria Department of Housing and Community Development ("HCD") a notice of Optioner's determination, together with the written findings regarding Surplus Land Act compliance made by Optionor in connection with the approval of this Agreement and such other findings as Optionor shall deem appropriate, that the lease of the Marina to Optionee pursuant to the New Lease is exempt from, in compliance with, and/or is not subject to, the requirements of the Surplus Land Act, Government Code Section 54220, et seq., and the Surplus Land Act Guidelines. Optionor shall take all other actions required pursuant to the Surplus Land Act and the Surplus Land Act Guidelines which are required, if any, for the lease of the Marina to the Optionee pursuant to the New Lease. If after Optionor's submission HCD requires the submission of additional documents or findings, Optionor shall promptly submit the requested additional documents and/or findings to HCD. Optionor may seek technical assistance from 6 HCD with respect to Surplus Land Act compliance, and may meet and confer with HCD to discuss Surplus Land Act compliance. In the event that Optionor receives a notice from HCD that the lease of the Marina to the Optionee pursuant to the New Lease would violate the Surplus Land Act or Surplus Land Act Guidelines, Optionor shall consider HCD's findings and promptly thereafter shall either correct any issues identified by HCD, explain to HCD how Optionor will correct any issues identified by HCD, or provide written findings to HCD explaining the reasons the lease of the Marina to Optionee pursuant to the New Lease complies with the Surplus Land Act. If HCD has issued a notice of violation of the Surplus Land Act with respect to the lease of the Marina to Optionee pursuant to the New Lease, Optionor shall not be obligated to execute the New Lease until (i) HCD has delivered to Optionor a determination letter stating that Optionor has corrected all Surplus Land Act compliance issues, (ii) HCD has communicated to Optionor that HCD concurs that the lease of the Marina to Optionee pursuant to the New Lease complies with the Surplus Land Act, or (iii) there is no outstanding notice of violation of the Surplus Land Act. If after the foregoing process HCD does not rescind its determination that the lease of the Marina to Optionee pursuant to the New Lease would violate the Surplus Land Act, Optionor and Optionee shall meet and confer in good faith to determine an alternative approach to the lease of the Marina to Optionee.
Ingress and Egress Over Adjacent Parking Lot. The parties acknowledge that, in connection with the Existing Lease, Optionee has a non-exclusive right of vehicular and pedestrian ingress and egress over a portion of the parking lot owned by Optionor adjacent to the Premises for the purpose of access to and from the area at the rear of the administration building located on the Premises to Harbor Drive and access to and from Parcel B to Harbor Drive. The original configuration of such access is described in the License Agreement dated December 22, 1969 by and among Optionor, Optionee's predecessor in interest and certain other lessees of Optionor's property. The parties further acknowledge that the current configuration of such access has changed from the configuration depicted in such License Agreement as a result of alterations made to such adjacent parking lot. Concurrently with the preparation of the Final Redevelopment Plan, Optionor and Optionee shall prepare a site plan depicting the current configuration (or an alternative configuration satisfactory to Optionor and Optionee) of such access over the adjacent parking lot which shall be attached as Exhibit G to the New Lease.
7. Title Insurance. At any time during the Option Term, Optionee shall have the right to obtain a policy of title insurance from Chicago Title Insurance Company (or such other nationally recognized title insurance company reasonably satisfactory to Optionee) insuring the Option and Optionee's rights and interests under this Agreement. Optionor shall not cause any adverse title exceptions or matters to be placed against or encumber title to the Premises that may adversely affect Optionee's leasehold interest in the Premises or Optionee's use and enjoyment thereof. In the event that any such title exception or matter exists, then Optionor shall use good faith reasonable efforts to promptly cure such title exception or matter.
Notices. Any notice required or authorized to be given hereunder or any other communications between the Parties provided for under the terms of this Agreement shall be in writing and shall be served personally or by reputable express overnight courier service or by U.S. certified mail, return receipt requested, in each case addressed to the relevant parties at the address 7 stated below or at any other address notified by that Party to the other as its address for service.
Notice given in accordance herewith shall be effective upon receipt at the address of the addressee, as evidenced by the executed postal receipt or other receipt for delivery. Notice of change of address small be given by written notice in the manner detailed in this Section. Any notice shall be addressed as follows:
If to Optionor:
City of Redondo Beach
Waterfront & Economic Development Department
415 Diamond Street
Redondo Beach, CA 90277
Attention: Greg Kapovich
Telephone: (310) 318-0631 x2246
Electronic Mail: [email protected]
with a copy to City Attorney
If to Optionee:
LGW Investments, LLC
2500 Via Cabrillo Marina, Suite 306
San Pedro, CA 90731
Attention: R. Kevin Ketchum
Telephone: (818) 601-1887
Electronic Mail: [email protected]
with a copy to:
Demetriou, Del Guercio, Springer & Francis, LLP
915 Wilshire Boulevard, Suite 2000
Los Angeles, California 90017
Attention: Stephen A. Del Guercio
Telephone No.: (213) 624-8407
Electronic Mail: [email protected]
9. Assignment. Optionee shall have the right to assign its rights and obligations under this Agreement without Optionor's consent, upon written notice to Optionor, to any other entity (herein a "Related Entity") that is controlled by or is under common control with Optionee or one or more of the current principals of Optionee (it being understood that the current principals of Optionee are composed of Gerald L. Thomas, his spouse and his children). For purposes of this paragraph, the term "control" means possession, directly or indirectly, of the power to direct or cause the direction of the management, affairs and policies of anyone, whether through the ownersh p of voting securities, by contract or otherwise. Without limiting the foregoing, any other proposec assignment of this Agreement (or any of Optionee's rights or interests in connection with this Agreement) by Optionee, shall require the prior written consent of Optionor, which consent may be given or withheld in Optionor's sole and absolute discretion. Prior to any proposed assignment hereunder (except for permitted assignments to Related Entities), Optionee shall 8 submit to Optionor detailed written information regarding the proposed transferee's development and operational experience as relevant to the proposed transfer, detailed information with respect to the financial capacity of the proposed transferee, and the form of a proposed assignment and assumption agreement which requires the assignee to comply with this Agreement. Upon receipt of Optionee's submission Optionor may request further information regarding the experience and financial capacity of the proposed transferee, and such requests shall not be considered an unreasonable withholding or delay of Optionor's consent. In connection with any assignment (including assignments to both Related Parties and unrelated parties), the assignee and Optionee shall execute an assignment and assumption agreement, in a form approved by Optionor, which requires the assignee to comply with this Agreement and assume all obligations and liabilities of Optionee hereunder. A copy of such executed assignment and assumption agreement shall be delivered to Optionor. Subject to the foregoing restriction on assignment, this Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Parties.
10. Entire Agreement. This Agreement together with the Exhibits attached hereto supersedes any prior agreement or understanding between the Parties and contains the entire agreement of the Parties concerning the subject of this Agreement together with the Exhibits attached hereto; provided that this Agreement does not modify or supersede the Existing Lease, which shall remain in effect in accordance with its terms.
11. Optionee Default. Optionee's failure to perform any material obligation of Optionee set forth in this Agreement shall constitute an "Optionee Default" under this Agreement unless Optionee cures such failure within thirty (30) days after delivery of written notice of such failure given by Optionor to Optionee; provided, however, if such failure by its very nature is not reasonably capable of being cured within said thirty (30) day period, then no Optionee Default shall exist so long as Optionee commences to cure such failure within thirty (30) days after delivery of written notice of such failure to Optionor and thereafter diligently prosecutes such cure to completion within ninety (90) days of delivery of such written notice. In the event of an Optionee Default that remains uncured as provided above, Optionor shall have the right to terminate the Option effective upon written notice from Optionor to Optionee.
12. Attorney's Fees. In the event of any dispute or litigation arising in relation to this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and expenses.
Governing Law. This Agreement and any lease of the Premises by Optionee shall be governed by the law of the state in which the Premises is located, notwithstanding any conflict of law provisions to the contrary.
14. No Third Parties Benefitted. The terms and provisions of this Agreement are for the sole benefit of Optionor and Optionee, and no third party is intended to benefit herefrom.
15. Memorandum of Option. This Agreement need not be recorded. Concurrently with the execution of this Agreement, Optionor and Optionee shall execute a Memorandum of Option Agreement (the "Memorandum") in the form attached hereto as Exhibit "C, which Optionee shall have the right to record in the Official Records of Los Angeles County. Upon the termination of this Agreement, Optionee shall promptly (and no later than ten (10) days following Optionor's written request) execute and record a Memorandum of Termination of 9 Option Agreement or other instrument of termination reasonably satisfactory to Optionor removing the Memorandum of record.
Counterpart Originals. This Agreement may be executed, and any memorandum thereof recorded, in two or more counterparts, each of which shall be deemed an original and all of which when taken together, shall constitute one and the same instrument. Facsimile of signatures and copies of signatures sent by electronic pof shall have the same force and effect as original signatures and each Party shall be entitled to rely upon executed copies of this Agreement transmitted by facsimile and/or electronic pdf to the same and full extent as the originals.
Brokers. Optionor and Optionee each represent and warrant to the other that it has had no dealings with any person, firm, broker or finder in connection with the negotiation of this Agreement and/or the consummation of the transaction contemplated hereby, and that no broker or other person, firm or entity is entitled to any commission or finder's fee in connection with said transaction. Optionor and Optionee do each hereby agree to indemnify, protect, defend and hold the other harmless from and against liability for compensation or charges which may be claimed by any broker, finder or other similar party by reason of any dealings or actions of the indemnifying party, including any costs, expenses, attorneys fees reasonably incurred with respect thereto.
17. Authority. Optionor and Optionee hereby represent to the other that: (i) such party val dly exists and is in good standing and qualified to do business in the State of California, (ii) such party has full right and authority to enter into this Agreement, (iii) each person signing on behal: of such party is authorized to do so, and (iv) the execution and delivery of this Agreement by such party will not result in any breach of, or constitute a default under any mortgage, deed of trust, lease, loan, credit agreement, partnership agreement or other contract or instrument to which such party is a party or by which such party may be bound.
13. No Waiver. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.
10 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed by their respective authorized representatives as of the Effective Date.
OPTIONOR:
City of Redondo Beach,
a California charter city and municipal
corporation
By.
ATTEST:
Eleanor Manzano, City Clerk
APPROVED AS TO FORM:
Michael W. Webb, City Attorney
OPTIONEE:
a California limited liability company / J
Gerald L. Thomas, Manager
11 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document
STATE OF CALIFORNIA
County of Los Angeles
on Feb. 7. 2025 Bumbalon
une an he temer and actuary evidence to be dil prone ho sus str subscibed lo the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct
WITNESS my hand and official seal.
ethy Bubec
Signature of Notary
(Affix seal here)
CATHY BUMBALOW
Notary Public - California
Los Angeles County
Commission # 2458287
My Comm. Expires Aug 25, 2027
5425638.5