EXCLUSIVE NEGOTIATION AGREEMENT
by and between
THE CITY OF SANTA MONICA
and
LOIDL LLC - Hochsitz
EXCLUSIVE NEGOTIATION AGREEMENT
THIS EXCLUSIVE NEGOTIATION AGREEMENT (“Agreement”) is entered into this _______ day of ________ (“Effective Date”) by and between the CITY OF SANTA MONICA, a municipal corporation organized and existing pursuant to the laws of the State of California and the Charter of the City of Santa Monica (“City”), and LOIDL LLC (“Hochsitz”), on the terms and provisions set forth below. Hochsitz will be referenced herein as the “Proposer” City and Hochsitz may be referenced individually as “Party” and collectively as the “Parties”.
RECITALS
A. The City is the owner of certain real property located within the City of Santa Monica, California (the “Site”). The Site measures approximately 2.0 acres. A Site Map is attached as Exhibit A.
B. The Site contains portions of Crescent Bay Park and Parking Lot 4 South, which are located at 2030 Ocean Ave, Santa Monica, California.
C. On February 10th Hochsitz submitted a proposal (“Proposal”), which is attached hereto as Exhibit B, to license the Site for a proposed project (“Project”), that would include the construction of three (3) temporary sites including, but not limited to, 3 temporary structures to be utilized for activities related to the 2028 Summer Olympic Games. By its own terms, the Proposal does not include any economic or financials terms to license the Site. Therefore, nothing herein shall be interpreted as City’s acceptance of the Proposal.
D. On __________, the Santa Monica City Council (“Council”) authorized the City Manager to execute this Agreement for the purpose of (i) analyzing the potential license of the Site for the Project and (ii) informing the negotiations of the potential terms and conditions of a license agreement.
E. Now, therefore, in consideration of the foregoing Recitals, which are hereby deemed a contractual part hereof, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
AGREEMENT
1. Exclusive Negotiation Agreement: Good Faith Negotiations A. Exclusive Negotiation. During the Term (defined in Section 2.A), so long as Proposer is negotiating in good faith and is not otherwise in default of its obligations under this Agreement, the City will not solicit offers or proposals from other parties concerning potential licensing of the Site. The Parties will negotiate exclusively and in good faith in accordance with this Agreement regarding the final terms of the License Agreement. Notwithstanding the foregoing, the City may, from time to time, be contacted by other Proposers regarding the Site, and such contact is expressly permitted so long as the City does not initiate the contact and indicates to such Proposers that the City has executed this Agreement and that the City is prohibited from: (i) discussing anything concerning these negotiations with such Proposers; (ii) considering any offer or proposal from such other Proposers; or (iii) negotiating with any such Proposers, until this Agreement expires or is terminated pursuant to its terms.
B. Essential Terms. The Parties acknowledge and agree that: (i) they have not agreed on any of the essential terms of the License Agreement, including, among other things, the price or terms of and timing of any site license and/or development; (ii) this Agreement is not intended to be a statement of the essential terms of the License Agreement; and (iii) the essential terms of the License Agreement, if agreed to by the Parties, shall be set forth, if at all, in documentation and agreements negotiated, approved and executed by duly authorized representatives of each of the Parties.
C. Proposer’s Understanding, Acknowledgement, Covenants, and Agreement.
By execution of this Agreement, Proposer understands, acknowledges, covenants and agrees to each of the following:
i. Prevailing Wage Acknowledgement
Rehabilitation of the site and any temporary or permanent improvements on City property qualifies as a “public work” within the meaning of California's prevailing wage law (Lab. Code, §§ 1720–1861) and the federal Davis-Bacon Act, if applicable. Therefore, development costs must be based upon payment of prevailing wages.
ii. Project Site will be conveyed as-is, with all faults.
The project site and real property located within the boundaries of the Site will be conveyed as a license to Proposer, if the Parties can agree upon the terms and conditions of the License Agreement, “as-is” and “with all faults”. Proposer is solely responsible for conducting due diligence to ascertain the condition of the Site and/or the suitability of the Site for the potential activities and uses contemplated in this Agreement.
iii. Rent determined by City
City’s approval of proposed rent and terms of the License Agreement will be subject to City’s independent analysis of fair market value rent during the Term.
The City’s agreement on rent and terms of the site rental will be memorialized in the License Agreement, if the License Agreement is approved by the Council. iv. No City Subsidy
Proposer shall demonstrate its ability to undertake the Project without any financial subsidy from the City.
v. As a Party to this Agreement, City is solely acting in its proprietary capacity; no waiver of City’s police powers
City, in entering into this Agreement, is acting and shall be deemed to be acting solely in its proprietary capacity for all purposes and in all respects, and nothing in this Agreement shall be deemed, directly or indirectly, to restrict, impair or relieve in any manner or respect whatsoever any of the City’s governmental and regulatory powers or rights or the exercise thereof by City.
The Parties contemplate that Proposer is and will be obligated to comply with all such requirements as may be validly imposed by any governmental agency or authority of the City having or exercising jurisdiction over the Project Site, including, without limitation, the City’s departments and the California Coastal Commission.
vi. Parking
The parking spaces in the parking lot adjacent to and surrounding the Project Site are unreserved public spaces. City makes no representation or warranty as to the sufficiency of parking for the Project and its associated uses.
vii. Site Boundaries
Boundaries of the portion of the Site containing the Project Site are unknown, but are to include portions of Parking Lot 4 South and Crescent Bay Park. viii. Coastal Development Permit
Proposer understands, acknowledges, and agrees that the Site is located within the Coastal Zone and Proposer may be required to obtain a Coastal Development Permit (“CDP”), pursuant to the California Coastal Act (Public Resources Code sections 30000 et seq.). Proposer is solely responsible for obtaining a CDP, if required; provided, however, that City will cooperate in good faith to assist Proposer in obtaining a CDP, if required.
D. Identification of Proposer’s Representatives.
The Proposer's authorized and designated representatives to negotiate the License Agreement with the City is Bernd Loidl. The Proposer shall notify the City in writing of any changes to the designated representative. The Proposer shall disclose to the City all material information reasonably related to the ownership, control, and financial capacity of the development entity that is proposed to serve as Proposer under the License Agreement, including, but not limited to, the members of the Proposer's project team.
E. Identification of City’s Representatives.
The City's authorized and designated representatives to negotiate the License Agreement with the Proposer are Susan Cline, Aaron Orozco, Melissa Spagnuolo, and Jennifer Taylor. The City shall notify the Proposer in writing of any changes to the designated representatives.
2. Duration of this Agreement
A. Term. This Agreement shall commence on the Effective Date and shall terminate one hundred eighty (180) calendar days thereafter (the “Term”). Notwithstanding the foregoing, if (i) the Parties have not executed and delivered the License Agreement within such period and (ii) substantial progress has been made toward fulfillment of the requirements of this Agreement, the Parties may determine, in mutual agreement, to extend the Term for a maximum of two (2) consecutive ninety (90) day periods. The City Manager, or his, her, or their designee, will be authorized to execute any Term extensions entered into pursuant to this Section 2.A.
3. ENA Deposit
Proposer shall, upon execution of this Agreement, deposit Fifty Thousand Dollars ($50,000) via wire transfer or Automated Clearing House electronic funds transfer as directed by City in writing (the “Deposit”), which Deposit shall cover the City’s costs to evaluate the Project and negotiation of the potential License Agreement and other related agreements ("License Agreement Expenses"). The License Agreement Expenses shall include, without limitation, the actual cost of in-house staff time (including City overhead and administrative costs but excluding in-house costs incurred by the City Attorney and City project managers) and third party consultation fees (including, but not limited to, consultants, engineers, architects, outside legal counsel and advisors) for the performance of surveying, legal consultation, financial analyses, design review (including reviewing Proposer’s plans and specifications for the Project and engineering and other reports related to the Project), negotiations, appraisals, document preparation and other reasonable services related to the Project and the License Agreement. City shall provide documentation of License Agreement Expenses to Proposer, provided that the form of documentation will be such that is available to City and the City and in its possession, in City's sole good faith determination. Proposer’s deposit schedule shall be as follows:
In the event that this Agreement terminates or is terminated, the Deposit will become nonrefundable to the extent necessary to pay License Agreement Expenses incurred or contractually committed to be paid as of the date of termination, and City shall return to Proposer any portion of the Deposit that is not needed to pay such License Agreement Expenses. The Parties agree that City (a) has no obligation to pay interest on the Deposit to Proposer, and (b) is not required to deposit the Deposit in an interest-bearing account. However, interest, if any, earned on the Deposit, may remain in the Deposit account and may be added to the amount of the Deposit and treated as part of the Deposit.
4. Agreements to be Negotiated
A. License Agreement. The City and Proposer shall work in good faith to negotiate and jointly prepare the License Agreement. The License Agreement shall include, without limitation, the proposed ground license, provisions relating to the design and development of the Project, listing of sources and uses, and, more generally, the Parties’ obligations during the term of the License Agreement.
B. Other Agreements. If the License Agreement will involve other agreements, each of those agreements shall be addressed in the License Agreement and negotiated in accordance with applicable City policies and procedures and the Council’s authority.
5. City Responsibilities
A. Exclusive Negotiations. So long as Proposer is negotiating in good faith and is not otherwise in Breach (as defined in Section 11.B) of its obligations under this Agreement, the City shall negotiate exclusively and in good faith with Proposer, as set forth in Section 1.A.
B. City Discretion. The City is not approving, committing to, or agreeing to undertake: (i) the Project or any development; (ii) disposition, sale of land to Proposer; or (iii) any other acts or activities requiring the subsequent independent exercise of discretion by the City.
C. Funding. The City has not agreed to fund, subsidize or otherwise financially contribute in any manner toward the Project.
D. Other Covenants. The City shall perform such other covenants and obligations required of the City as explicitly set forth in this Agreement.
6. Proposer’s Responsibilities
Without limiting any other provision of this Agreement, during the Term, Proposer, at its sole cost and expense, shall prepare and submit the following information and documents and perform the following acts, all in furtherance of the negotiation process, unless otherwise modified during the Term as agreed between the Parties through written notice.
A. Project Information. The City, together with all other agencies having regulatory jurisdiction over the Project (each an “Entitling Agency”), will require planning and design approval and all necessary permits and entitlements for the Project.
Proposer shall meet with representatives of the City and/or Entitling Agency to review and come to a clear understanding of the planning and design requirements of Entitling Agency and other agencies, as may be required, for the Project.
B. Notice of Governmental Meetings. Proposer shall provide at least two (2) weeks’ prior written notice to the City of any substantive meetings with governmental officials other than the City (including staff) relating to the Project and provide the City a reasonable opportunity to attend such meetings, at the City’s sole discretion.
Proposer shall keep the City informed during the Term regarding all material matters and meetings affecting the Project.
C. Further Information. The City reserves the right, at any time, to request from Proposer, and Proposer shall provide in a timely manner, additional or updated non-legally privileged information about Proposer or the Project as requested by the City.
D. Design Review Process. Proposer shall engage and coordinate with the City on the design of the Project, and the design shall be subject to the City’s review and approval (as well as that of any other agency having jurisdiction) as set forth in the proposed License Agreement. Proposer shall provide at least two (2) weeks' prior written notice to the City of all design meetings.
E. Community Input Process. At Proposer’s sole cost and expense, the Proposer agrees to facilitate community input consistent the City’s requirements, should the City deem a community engagement process to be necessary. The main purpose of the community engagement process is to elicit community input and facilitate consensus-building with regard to the impacts of the Project. Key Proposer principals will be expected to be active in the process, drawing on the resources of the Proposer project team.
The Proposer and its project team shall work with City staff to structure and refine the community input process for the Project, and, at Proposer’s sole cost and expense, Proposer agrees to facilitate and implement the community input process as refined.
F. Other Covenants. Proposer shall perform such other covenants and obligations required of Proposer as explicitly set forth in this Agreement.
7. Inspections
During the Term, Proposer may conduct such inspections, tests, surveys, and other analyses (“Inspections”) as Proposer may deem reasonably necessary to determine the condition of the Site or the feasibility of the Project and shall complete such inspections as promptly as reasonably possible within the Term.
8. Plans, Reports, Studies, and Entitlements
City Information. The City shall make available to Proposer, upon Proposer’s written request, existing information and plans within the City’s possession and/or control regarding the Site and the Project.
9. Indemnity and Insurance
Proposer shall indemnify, defend (with counsel reasonably approved by the City) and hold harmless City and its respective subsidiaries, members, shareholders, beneficiaries, attorneys, agents, trustees, successors, assigns, and any individual (employee, officer, partner, director, member, commissioner or board member) employed by or acting on behalf of any of the above entities (collectively, the “City Parties”), from any liability, claims, losses, costs, expenses, or damages (including, without limitation, reasonable attorneys’ fees and costs) (collectively, “Claims”), to the extent arising out of acts or omissions related to the following, and without requirement that the City first pay such Claims: (i) any acts or omissions of any Proposer Party (as defined below) that constitute (a) a material breach of any Proposer obligation under this Agreement, (b) negligence by a Proposer Party that arises out of or is related to this Agreement or the Site, or (c) willful misconduct by a Proposer Party that arises out of or is related to this Agreement or the Site, including Claims that accrue or are discovered before or after termination of this Agreement; (i) any dispute among the Proposer Parties that arises out of or is related to this Agreement or the Site; (ii) damage to property or bodily injury or death of any person caused by any Proposer Party entry on the Site; (iii) any entry upon the Site by any Proposer Party; (iv) any Inspection made by any Proposer Party; or (v) the planning and preparation of, or challenge to any report or document (including the cost of such reports or documents) related to the Project, except to the extent such Claims arise from the gross negligence or willful misconduct of any City Party. The term “Proposer Party” means, for purposes of indemnification only, Proposer, its employees, agents, representatives, consultants, service providers, and contractors. The obligations contained in this Section 9. A shall survive the termination, expiration or revocation of this Agreement.
10. Insurance
Prior to any entry by any Proposer Party on the Site, Proposer shall provide the City with evidence of insurance in the form and subject to the requirements set forth in Exhibit C.
11. Failure to Reach Agreement
This Agreement is an agreement to enter into exclusive negotiations with respect to the License Agreement. Each Party expressly reserves the right to decline to enter into any other agreement, if the Parties working in good faith fail to agree to terms satisfactory to all Parties with respect to the License Agreement. Except as expressly provided in this Agreement, neither of the Parties shall have any obligation, duty or liability hereunder in the event the Parties fail to timely agree upon and execute the License Agreement. If the Parties have not executed the License Agreement prior to the expiration or termination of this Agreement, then upon expiration or termination of this Agreement, any rights or interest that Proposer may have under this Agreement shall cease without requiring any notice from the City, and the City shall have the right thereafter to use, develop (alone or with any other entity) or license the Site as the City shall determine appropriate in its sole and absolute discretion.
12. Termination, Default and Remedies
A. Right to Terminate. In addition to any other right of termination set forth in this Agreement, either Party may terminate this Agreement upon thirty (30) days prior written notice to the other Party, if such terminating Party in good faith determines any of the following: (i) a successful consummation of the License Agreement is not likely or (ii) the Project is not feasible. Neither Party shall terminate this Agreement pursuant to this Section 12.A without meeting and conferring with the other Party in good faith and providing the other Party with a reasonable opportunity to address concerns of the terminating Party.
B. Breach. The occurrence of any one or more of the following events shall constitute a breach under this Agreement (each a “Breach”):
i. The failure of a Party to perform any obligation, or to comply with any covenant, restriction, term, or condition of this Agreement which failure is not cured within thirty (30) days of written notice thereof; ii. Any material representation or warranty made by a Party proves to be false or misleading in any material respect at the time made.
C. Remedies. The Proposer specifically agrees that it shall have no right to obtain monetary damages against the City, its officers, boards and commissions, and employees, including for reimbursement, lost costs and/or fees, lost profit or consequential damages, with respect to the ENA, Proposer’s Proposal, this Agreement, and/or the License Agreement, and no right to specifically enforce this Agreement or any provision hereof and expressly waives any right it may have to file a notice of lis pendens against the Site, or any part thereof.
D. Waiver of Rights under Civil Code section 1542. Proposer waives any rights it may have against the City pursuant to California Civil Code section 1542 for claims arising from or related to the ENA, Proposer’s Proposal, this Agreement, and/or the License Agreement. Civil Code section 1542 reads as follows:
A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or release party.
E. No City Liability for Costs. The Proposer acknowledges and agrees that the City shall not have any responsibility to pay or reimburse Proposer for costs and expenses incurred by the Proposer in connection with the ENA, Proposer’s Proposal, this Agreement, or the License Agreement; design, development, construction, and operation of the Project; the compliance by Proposer with its obligations under this Agreement or otherwise unless the City expressly assumes any such specific responsibility in the fully executed License Agreement, but this Section shall not preclude Proposer from allocating these costs as Project costs for pro forma purposes. Proposer specifically agrees that it shall have no right to obtain monetary damages, including for reimbursement, lost costs and/or fees, lost profit, or consequential damages, with respect to this Agreement.
F. Upon Termination of Agreement. Upon termination of this Agreement, (1) any rights or interest that Proposer may have hereunder shall cease and the City shall have the right thereafter to use or develop (alone or with any other entity) as the City shall determine appropriate in their sole and absolute discretion; and (2) any rights or interest that the City may have hereunder shall cease.
13. Entire Agreement; Amendments
This Agreement, including all exhibits, constitutes the entire understanding among the Parties and supersedes all other agreements, oral or written, with respect to the subject matter herein. Additionally, this Agreement may not be amended except in writing signed by all of the Parties.
14. Covenant Against Discrimination
Proposer shall not discriminate against, nor segregate, in employment or the development, construction, sale, license, sublicense, transfer, use, occupancy, tenure, or enjoyment of all or portions of the Site, nor deny the benefits of or exclude from participation in, the Project and all activities of Proposer in connection with the Site, any person, or group of persons, on account of race, color, religion, creed, national origin, ancestry, sex, sexual preference/orientation, marital status, age, disability, medical condition, Acquired Immune Deficiency Syndrome (AIDS), acquired or perceived, or retaliation for having filed a discrimination complaint.
15. Confidentiality
A. Proprietary Documents. The Parties anticipate that during the Term each shall from time to time disclose and provide to the other certain proprietary reports, correspondence and other information related to the Project. Unless otherwise required by law, no Party shall disclose (except to its own and to the other Party’s employees, officers, directors, agents, advisors, existing and prospective lenders, investors, counsel, and consultants) information regarding or related to the Project which is not already public, and which has been delivered to such Party pursuant to the terms hereof.
B. Public Disclosure. Notwithstanding the foregoing Section 15.A, Proposer acknowledges and agrees that City, as a government agency, (i) is subject to broad disclosure obligations under applicable law, including the Public Records Act, and (ii) holds City Council meetings which are open to the public and at which information concerning the Project may be disclosed including reports to the City Council describing the Project, and including any documents to be approved by the City Council. Nothing in this Agreement shall prohibit any disclosure required by law.
16. Compliance with Laws
During the Term, Proposer, at its expense, shall comply with all applicable federal, state, and local laws, ordinances, regulations, rules and orders with respect to the subject matter of this Agreement.
17. Notices
All notices shall be in writing and either (a) personally served at the appropriate address (including by means of professional messenger service or recognized overnight delivery service, provided that any such delivery is confirmed by written receipts signed on behalf of the receiving Party or by adequate proof of service) or (b) deposited in the United States mail, postage prepaid, certified or registered mail, return receipt requested, addressed to the appropriate addressee and shall be deemed received and effective on the day such notice is actually received if received before 5:00 p.m. on a regular business day, or on the following business day if received at any other time. All addresses of the Parties for receipt of any notice to be given pursuant to this Project are as follows:
To the City: Office of the City Manager
1685 Main Street
Santa Monica, CA 90401
Attn: Elaine Polachek
Email: [email protected]
With a copy to: City Attorney’s Office
1685 Main Street
Santa Monica, CA 90401
Attention: Susan Cola
Email: [email protected]
To the Proposer: LOIDL LLC
Attn. Bernd Loidl
Römerweg 28 A
6372 Oberndorf in Tyrol
Austria/ Europe
Email: [email protected]
With a copy to: LOIDL LLC
Attn. Werner Wally
Römerweg 28 A
6372 Oberndorf in Tyrol
Austria/ Europe
Email: [email protected]
18. Interpretation
A. Construction. This Agreement shall be construed in accordance with its fair meaning, and not strictly for or against either Party.
B. Gender. When the context of this Agreement requires, (i) the neutral gender includes the masculine and feminine and any entity, and (ii) the singular includes the plural.
C. Section Headings. The headings of the Sections of this Agreement are inserted solely for convenience of reference and are not intended to govern, limit or aid in the construction of any term or provision hereof. Unless otherwise explicitly provided, all references to “Sections” are respectively to articles or sections of this Agreement.
D. Interpretation. The word “including” shall be construed as though the words “but not limited to” were, in each case, appended thereafter, and shall not be deemed to create a limitation to the list that follows “including.” E. Incorporation of Recitals. The Recitals of this Agreement are incorporated herein by reference.
F. Exhibits. All references in this Agreement to exhibits shall be construed as though the words “hereby made a part hereof and incorporated herein by this reference” were, in each case, appended thereto. In the event of a conflict between this Agreement and any of the exhibits attached hereto, the terms of this Agreement shall govern.
G. No Third-Party Beneficiaries. No parties other than the City and Proposer shall be beneficiaries of the rights conferred in this Agreement, and no other party shall be deemed a third-party beneficiary of such rights.
H. Severability. If (i) any provision of this Agreement is held by a court of competent jurisdiction as to be invalid, void or unenforceable and (ii) the invalidity or unenforceability of such a provision does not deny a Party the material benefit of this Agreement, then the remainder of this Agreement which can be given effect without the invalid provision shall continue in full force and effect and shall in no way be impaired or invalidated.
I. No Partnership. Nothing in this Agreement shall be deemed or construed as creating a partnership, joint venture, or association between the Parties, or cause either Party to be responsible in any way for the debts or obligations of the other Party.
J. No Assignment by Proposer. The Parties acknowledge and agree that the City has entered into this Agreement in reliance on Proposer’s unique abilities to develop the Project; consequently, Proposer shall have no right to assign its rights or duties under this Agreement.
K. Prevailing Party. In the event that either Party to this Agreement brings an action to enforce the terms of this Agreement or declare the Party’s rights under this Agreement, each Party shall bear its own costs and expenses, including attorneys’ fees.
L. Business License. Proposer shall apply for and pay the business tax and registration tax for a business license, in accordance with the City’s Municipal Code.
M. Venue. Los Angeles County shall be the site and have jurisdiction for the resolution of all actions.
N. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.
19. Execution Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed original, but all of which together shall constitute one and the same instrument. The delivery of a signed counterpart of this Agreement by email shall have the same legal effect as delivery of an original signed counterpart by hand. This Agreement shall only be effective as a binding legal agreement among the Parties after signed counterparts have been exchanged among Parties. The submission of a draft of this Agreement to a Party is not intended as an offer.
The Parties may terminate negotiation at any time prior to the exchange of signed counterparts among the Parties and no duty of good faith or fair dealing shall apply to the negotiation among the Parties prior to the exchange of signed counterparts among the Parties IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.
ATTEST: CITY OF SANTA MONICA
a municipal corporation
_____________________ _____________________
APPROVED AS TO FORM:
By: _____________________
PROPOSER:
Loidl LLC - Hochsitz
By: _____________________
Name: Bernd Loidl
Title: General Manager Loidl LLC
EXHIBIT A
Site Map
EXHIBIT B
Proposal
[behind this page]
LA28
CRESCENT BAY PARK SITE
Proposal for Satellite Broadcast Center, NOC Center, and IOC Partner Houses 1 2
3 Broadcast Studio
NOC Related Location
IOC Related Location
LA28
CRESCENT
BAY PARK
PROPOSAL
LA
28 SITE
01 The Crescent Bay Park site has been identified as a potential satellite broadcast studio for official rights broadcasting partners.
This studio space would be a close replica to the broadcast studio that was erected in Arpoador Rock for the Rio de Janeiro Olympics in 2016.
BROADCAST STUDIO IN SANTA MONICA
Minimum Area Requested
Approximately 20m x 30m
Duration of Occupancy
Start: July 1, 2028
End: August 11, 2028
See next slides for similar build used in
Rio 2016
LA28
01 BROADCAST STUDIO
01 01
LA
28 SITE
02 The Crescent Bay Park site has been identified as a potential location for a National Olympic Committee House.
The National Olympic Committee House is a close replica of the Lagoa House erected for the Rio de Janeiro Olympics in 2016.
BROADCAST STUDIO AND NOC HOUSE IN
SANTA MONICA
Minimum Area Requested
Approximately 20m x 30m + for the broadcast
component and any enlargement
of the original requested broadcast space to
include the NOC House of Switzerland.
Duration of Occupancy
Start: July 26, 2028
End: August 16, 2028
See next slides for similar build of NOC used
in Rio 2016
LA28
02 BROADCAST STUDIO & HOUSE
OF SWITZERLAND
02 02
02 LA
28 SITE
03 The Crescent Bay Park site has been identified as a potential location for the IOC Partner Houses.
The International Olympic Committee Houses would be a close replica of the Nation’s Village erected for the PyeongChang Olympics in 2018.
BROADCAST STUDIO, NOC HOUSE, AND IOC
PARTNER HOUSES IN SANTA MONICA
Minimum Area Requested
Approximately 20m x 30m + for the broadcast
component and any enlargement
of the original requested broadcast space to
include the NOC House & IOC Houses
Duration of Occupancy
Start: June 19, 2028
End: August 18, 2028
See next slides for similar build of Nation’s
Village used in PyeongChang in 2018
LA28
03 BROADCAST STUDIO, NOC
HOUSE, & IOC PARTNER HOUSES
03 03
WHAT
WE
DO
EVENT DESIGN &
PLANNING
EVENT MANAGEMENT
ON SITE
EXECUTION
& STAFFING
PRECISION MAPPING &
PHOTO REAL RENDERINGS
CAD/CONSTRUCTION
DOCUMENTATION
FABRICATION &
CUSTOM DESIGNS
ABOUT
SILVERBACK
Our event production services include comprehensive event design, procurement, permitting, budget management and event execution to ensure every detail is flawlessly executed. From build site renderings to on-site coordination and staffing, we handle every aspect for a seamless and memorable event experience.
SAN FRANCISCO CHICAGO BERMUDA
3755 Balboa Street
San Francisco, CA 94121
KYLE MEYERS, CEO & CO-FOUNDER
[email protected]
(773) 457-0653
ADDRESS
[email protected]
(727) 492-2874
MICHAEL BUSH, HEAD OF
BUSINESS OPERATIONS
[email protected]
(415) 370-2731
ANGELA MELCHIORI, EVENT
PRODUCTION, SR. DIRECTOR
EXHIBIT C
Insurance Requirements
Licensee and its Consultants shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Licensee and its Consultants and their respective agents, representatives, employees or subcontractors.
Minimum Scope/Limits of Insurance
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering GCL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal and advertising injury, with limits of no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), or if the Licensee has no owned autos, Code 8 (hired) and Code 9 (nonowned), with limits of no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation: Workers’ Compensation insurance as required by the State of California, with Statutory Limits and Employers’ Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease.
4. Professional Liability: Insurance appropriate to the Consultant’s profession with a limit of no less than $1,000,000 each occurrence/$2,000,000 in the annual aggregate.
5. Pollution Legal Liability: Insurance for environmental hazards with limits of no less than $1,000,000 each occurrence/$2,000,000 in the annual aggregate.
If the Licensee maintains higher limits than the minimums shown above, the City of Santa Monica requires and shall be entitled to coverage for the higher limits maintained by the Licensee. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Santa Monica.
Other Insurance Provisions
1. The policies are to contain, or be endorsed to contain, the following provisions:
a. Additional Insured Status: The City of Santa Monica, its officers, officials, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Licensee including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Licensee’s insurance at least as broad as Insurance Services Office Form CG 20 10 11 85. Licensee will also name the City of Santa Monica, its officers, officials, employees and volunteers as an additional insured on the Pollution Legal Liability policy. Should the Licensee use a Subconsultant to provide evidence of Pollution Legal Liability Insurance, the Licensee will require the Subconsultant to name the Licensee and the City of Santa Monica, its officers, officials, employees and volunteers as an additional insured on the Pollution Legal Liability policy.
b. Primary Coverage: For any claims related to this contract, the Licensee’s insurance shall be primary as respects the City of Santa Monica, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City of Santa Monica, its officers, officials, employees or volunteers shall be in excess of the Licensee’s insurance and shall not contribute with it. c. Notice of Cancellation: Each insurance policy required herein shall state that coverage shall not be cancelled except after notice has been given to the City of Santa Monica.
d. Waiver of Subrogation: Licensee hereby grants to the City of Santa Monica a waiver of any right of subrogation which any insurer of said Licensee may acquire against the City of Santa Monica by virtue of payment of any loss. Licensee agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Santa Monica has received a waiver of subrogation endorsement from the insurer.
The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City of Santa Monica for all work performed by the Licensee, its employees, agents and subcontractors.
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City of Santa Monica. The City of Santa Monica may require the Licensee to purchase coverage with a lower deductible or retention or provide satisfactory proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to the City of Santa Monica.
Claims Made Policies
1. If the Professional Liability or Pollution Legal Liability policy provides “claims made” coverage:
a. The Retroactive Date must be shown and must be before the start of work.
b. The insurance must be maintained, and evidence of insurance must be provided for a maximum of 1 year after completion of work. c. If the policy is cancelled or not renewed and not replaced with another “claims made” policy form with a Retroactive Date prior to the effective Agreement date, the Licensee must purchase “extended reporting” coverage for a maximum of 1 year after completion of work.
Verification of Coverage
Licensee shall furnish the City of Santa Monica with original certificates and amendatory endorsements or copies of the applicable policy language providing the insurance coverage required herein. All certificates and endorsements are to be received and approved by the City of Santa Monica before work commences. However, failure to obtain required documents prior to the work beginning shall not waive the Licensee’s obligation to provide them. The City of Santa Monica reserves the right to require complete, certified copies of all required insurance policies, including the endorsements required herein, at any time.
Failure to Maintain Insurance Coverage
If Licensee, for any reason, fails to maintain or cause to be maintained insurance coverage which is required pursuant to this Agreement, the same shall be deemed a material breach of contract. The City of Santa Monica, at its sole option, may terminate this Agreement and obtain damages from the Licensee resulting from said breach.
Alternatively, the City of Santa Monica may purchase such coverage (but has no special obligation to do so), and without further notice to the Licensee, the City may deduct from sums due to the Licensee any premium costs advanced by the City for such insurance.
Subcontractors
Licensee shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. All exceptions must be approved in writing by the Risk Manager.