Agenda packet — Redondo Beach City Council, July 7, 2026 (part 2 of 5)

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

This endorsement modifies insurance provided under the:

Commercial General Liability Coverage Part
The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition:

If you are required by a written contract or agreement, which is executed before a loss, to waive your rights of recovery from others, we agree to waive our rights of recovery. This waiver of rights shall not be construed to be a waiver with respect to any other operations in which the insured has no contractual interest. 173
Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add’l. Prem Return Prem.

GLO 5096218-11 05/01/2026 05/01/2027 18708000 INCL
Other Insurance Amendment – Primary And NonContributory U-GL-1327-B CW (04/13)

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

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Named Insured: MAXIMUS, INC.

Address (including ZIP Code): 1600 TYSONS BOULEVARD, SUITE 1400, MCLEAN, VA 22102 This endorsement modifies insurance provided under the:

Commercial General Liability Coverage Part

1. The following paragraph is added to the Other Insurance Condition of Section IV – Commercial General Liability Conditions:

This insurance is primary insurance to and will not seek contribution from any other insurance available to an additional insured under this policy provided that:
a. The additional insured is a Named Insured under such other insurance; and b. You are required by a written contract or written agreement that this insurance would be primary and would not seek contribution from any any other insurance available to the additional insured.

2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition of Section IV – Commercial General Liability Conditions:

This insurance is excess over:

Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same "occurrence", offense, claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by written contract or written agreement to provide coverage to the additional insured on a primary and non-contributory basis.

All other terms and conditions of this policy remain unchanged. 174
Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add’l. Prem Return Prem.

GLO 5096218-11 05/01/2026 05/01/2027 18708000 INCL
U-GL-1387-B VA (05/10)

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

Notification to Others of Cancellation
or Nonrenewal
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

This endorsement modifies insurance provided under the:

Commercial General Liability Coverage Part
Liquor Liability Coverage Part
Products/Completed Operations Liability Coverage Part
A. If we cancel or non-renew this Coverage Part(s) by written notice to you for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation or non-renewal:

1. To the name and address corresponding to each person or organization shown in the Schedule below; and

2. At least 10 days prior to the effective date of the cancellation or non-renewal, as advised in our notice to you, or the longer number of days notice if indicated in the Schedule below.

B. If we cancel this Coverage Part(s) by written notice to you for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation.

C. If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice.

SCHEDULE
Name and Address of Other Person(s) / Organization(s): Number of Days Notice:

CERTIFICATE HOLDERS AS REQUIRED BY WRITTEN CONTRACT 60
All other terms and conditions of this policy remain unchanged.

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175
POLICY NUMBER: COMMERCIAL AUTO
CA 20 48 10 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

CA 20 48 10 13 Insurance Services Office, Inc., 2011 Page 1 of 1

DESIGNATED INSURED FOR

COVERED AUTOS LIABILITY COVERAGE
This endorsement modifies insurance provided under the following:

AUTO DEALERS COVERAGE FORM

BUSINESS AUTO COVERAGE FORM

MOTOR CARRIER COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement.

This endorsement identifies person(s) or organization(s) who are ‘‘insureds’’ for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form.

This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below.

SCHEDULE
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

Each person or organization shown in the Schedule is
an ‘‘insured’’ for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an ‘‘insured’’ under the Who Is An Insured
provision contained in Paragraph A.1. of Section II ---- Covered Autos Liability Coverage in the Business
Auto and Motor Carrier Coverage Forms and
Paragraph D.2. of Section I ---- Covered Autos
Coverages of the Auto Dealers Coverage Form.

BAP 5096219-11
Named Insured: MAXIMUS, INC.

Endorsement Effective Date: 05/01/2026
Name Of Person(s) Or Organization(s):

ANY PERSON OR ORGANIZATION REQUIRED BY WRITTEN CONTRACT OR AGREEMENT. 176
Policy Number: BAP 5096219-11 COMMERCIAL AUTO
CA 04 49 11 16
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

CA 04 49 11 16 © Insurance Services Office, Inc., 2016 Page 1 of 1 Wolters Kluwer Financial Services | Uniform FormsTM
PRIMARY AND NONCONTRIBUTORY –

OTHER INSURANCE CONDITION
This endorsement modifies insurance provided under the following:

AUTO DEALERS COVERAGE FORM

BUSINESS AUTO COVERAGE FORM

MOTOR CARRIER COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement.

A. The following is added to the Other Insurance
Condition in the Business Auto Coverage Form and
the Other Insurance – Primary And Excess
Insurance Provisions in the Motor Carrier
Coverage Form and supersedes any provision to
the contrary:

This Coverage Form's Covered Autos Liability
Coverage is primary to and will not seek
contribution from any other insurance available to
an "insured" under your policy provided that:

1. Such "insured" is a Named Insured under such
other insurance; and

2. You have agreed in writing in a contract or
agreement that this insurance would be primary
and would not seek contribution from any other
insurance available to such "insured".

B. The following is added to the Other Insurance
Condition in the Auto Dealers Coverage Form and
supersedes any provision to the contrary:

This Coverage Form's Covered Autos Liability
Coverage and General Liability Coverages are
primary to and will not seek contribution from any
other insurance available to an "insured" under your
policy provided that:

1. Such "insured" is a Named Insured under such
other insurance; and

2. You have agreed in writing in a contract or
agreement that this insurance would be primary
and would not seek contribution from any other
insurance available to such "insured".
177
CA 04 44 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 POLICY NUMBER: BAP 5096219-11 COMMERCIAL AUTO
CA 04 44 10 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WAIVER OF TRANSFER OF RIGHTS OF RECOVERY

AGAINST OTHERS TO US (WAIVER OF SUBROGATION)
This endorsement modifies insurance provided under the following:

AUTO DEALERS COVERAGE FORM

BUSINESS AUTO COVERAGE FORM

MOTOR CARRIER COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement.

This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below.

Named Insured: MAXIMUS, INC.

Endorsement Effective Date: 05/01/2026

SCHEDULE
Name(s) Of Person(s) Or Organization(s):

ONLY THOSE PERSONS OR ORGANIZATIONS FOR WHOM YOU ARE REQUIRED TO

WAIVE YOUR RIGHTS OF RECOVERY UNDER THE TERMS OF A WRITTEN CONTRACT.

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

The Transfer Of Rights Of Recovery Against
Others To Us condition does not apply to the
person(s) or organization(s) shown in the Schedule,
but only to the extent that subrogation is waived prior to the “accident” or the “loss” under a contract with
that person or organization.
178
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Policy No. BAP 5096219-11 Effective Date: 05/01/2026
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U-CA-810-B VA (10/18)

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

Notification To Others Of Cancellation Or Nonrenewal
– Virginia
This endorsement modifies insurance provided under the:

Auto Dealers Coverage Form
Business Auto Coverage Form
Motor Carrier Coverage Form
The following is added to the Cancellation Common Policy Condition:

A. If we cancel or non-renew this Coverage Part by written notice to the first Named Insured for any reason other than nonpayment of premium, we will also mail or deliver a copy of such written notice of cancellation or non-renewal:

1. To the name and address corresponding to each person or organization shown in the Schedule below; and

2. At least 45 days prior to the effective date of the cancellation or non-renewal, as advised in our notice to the first Named Insured, or the longer number of days notice if indicated in the Schedule below.

B. If we cancel this Coverage Part by written notice to the first Named Insured for nonpayment of premium, we will also mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 15 days prior to the effective date of such cancellation.

SCHEDULE
Name and Address of Other Person(s) / Organization(s): Number of Days Notice:

WHERE REQUIRED BY WRITTEN CONTRACT 60
All other terms, conditions, provisions and exclusions of this policy remain the same. 179
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement No.

Premium $ INCL.

Endorsement Effective 05-01-26 Policy No. WC 5096216-11 Insured MAXIMUS, INC.

Insurance Company AMERICAN ZURICH INSURANCE COMPANY
Countersigned By
WC 00 03 13
(Ed. 4-84)
1983 National Council on Compensation Insurance.

WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84)

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule.

Schedule

ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN

CONTRACT OR AGREEMENT WITH THE INSURED, EXECUTED PRIOR TO THE

ACCIDENT OR LOSS, THAT WAIVER OF SUBROGATION BE PROVIDED UNDER THIS POLICY FOR WORK PERFORMED BY YOU FOR THAT PERSON AND/OR ORGANIZATION. 180
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement No.

Premium $ INCL.

Endorsement Effective 05-01-26 Policy No. WC 5096216-11 Insured MAXIMUS, INC.

Insurance Company AMERICAN ZURICH INSURANCE COMPANY
Countersigned By
WC 00 03 13
(Ed. 4-84)
1983 National Council on Compensation Insurance.

WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84)

Schedule

ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN

CONTRACT OR AGREEMENT WITH THE INSURED, EXECUTED PRIOR TO THE

ACCIDENT OR LOSS, THAT WAIVER OF SUBROGATION BE PROVIDED UNDER THIS POLICY FOR WORK PERFORMED BY YOU FOR THAT PERSON AND/OR ORGANIZATION. 181
WC 99 06 33
(Ed. 05-10) Includes copyrighted material of National Council on Compensation Insurance, Inc. with its permission. Page 1 of 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06 33

NOTIFICATION TO OTHERS OF CANCELLATION ENDORSEMENT
This endorsement is used to add the following to Part Six of the policy.

PART SIX

CONDITIONS
A. If we cancel this policy by written notice to you for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below. Notification to such person or organization will be provided at least 10 days prior to the effective date of the cancellation, as advised in our notice to you, or the longer number of days notice if indicated in the Schedule below.

B. If we cancel this policy by written notice to you for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation.

C. If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice.

SCHEDULE
Name and Address of Other Person(s) /
Organization(s): Number of Days Notice:

ANY PERSON OR ORGANIZATION TO WHOM OR TO

WHICH YOU ARE REQUIRED TO PROVIDE NOTICE OF

CANCELLATION IN A WRITTEN CONTRACT OR

WRITTEN AGREEMENT EXECUTED PRIOR TO LOSS,

EXCEPT WHERE SUCH CONTRACT OR AGREEMENT
IS PROHIBITED BY LAW.
60 All other terms and conditions of this policy remain unchanged.

This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 05/01/2026 Policy No. WC 5096216-11 Endorsement No.

Insured MAXIMUS, INC. Premium $
Insurance Company AMERICAN ZURICH INSURANCE COMPANY
182
WC 99 06 33
(Ed. 05-10) Includes copyrighted material of National Council on Compensation Insurance, Inc. with its permission. Page 1 of 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06 33

NOTIFICATION TO OTHERS OF CANCELLATION ENDORSEMENT
This endorsement is used to add the following to Part Six of the policy.

PART SIX

C. If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice.

SCHEDULE
Name and Address of Other Person(s) /
Organization(s): Number of Days Notice:

CERTIFICATE HOLDERS AS REQUIRED BY WRITTEN
CONTRACT. 60
All other terms and conditions of this policy remain unchanged.

Insured MAXIMUS, INC. Premium $
Insurance Company ZURICH AMERICAN INSURANCE COMPANY
183
XCU 440 0514 © 2014 X.L. America, Inc. All Rights Reserved.

May not be copied without permission.

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ENDORSEMENT #
This endorsement, effective 12:01 a.m., May 01, 2026 forms a part of Policy No. US00075267LI26A issued to Maximus, Inc.
by XL Specialty Insurance Company.

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BUSINESS CONTINUITY ENDORSEMENT
(Applicable to Insuring Agreements A and B)
This endorsement modifies insurance provided under the following:

COMMERCIAL EXCESS FOLLOW FORM AND UMBRELLA LIABILITY POLICY Section VII. Conditions is amended to include the following:

Notwithstanding anything contained in the policy to the contrary, if communications internally within the first named insured’s organization, or between the first named insured and us, or internally within the representative of the first named insured’s organization, or between the representative of the first named insured and/or us are materially impeded or prevented by natural disaster or other catastrophe within thirty (30) calendar days of the policy period expiration date, we agree to extend this policy for thirty (30) calendar days from the policy period expiration date.

Should we extend this policy in accordance with the preceding:
(a) a pro-rata additional premium shall be paid to us in consideration for such extension, prior to the expiration of the extension period; and
(b) such extension of the policy period will not increase or reinstate the aggregate limits as set forth in the Limits of Insurance shown in Declarations Item 3 of this policy.

We and the first named insured may, by mutual agreement, retroactively void such thirty (30) calendar day extension of the policy period pursuant to this endorsement.

All other terms and conditions remain the same.
184
XCU 405 0811 © 2011 X.L. America, Inc. All Rights Reserved.

May not be copied without permission.

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ENDORSEMENT #
This endorsement, effective 12:01 a.m., May 01, 2026 forms a part of Policy No. US00075267LI26A issued to Maximus, Inc.
by XL Specialty Insurance Company.

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

CANCELLATION AND NON-RENEWAL –

CONDITIONS AMENDMENT
(Applicable to Insuring Agreements A and B)
This endorsement modifies insurance provided under the following:

COMMERCIAL EXCESS FOLLOW FORM AND UMBRELLA LIABILITY POLICY For any statutorily permitted reason, the number of days required for notice of cancellation or notice of nonrenewal, as provided in Section VII. Conditions, Item (G), Cancellation and Non-Renewal, or as amended by any applicable state endorsement, is increased to the number of days shown in the Schedule below.

Any of these provisions that conflict with a law that controls the cancellation or non-renewal of the insurance in this policy is changed by this statement to comply with the law.

SCHEDULE
Number of Days Notice for Cancellation 90 Days
Number of Days Notice for Non-Renewal 90 Days
All other terms and conditions remain the same.
185

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SERVICE AGREEMENT
This Service Agreement, ( this “Agreement”), is entered into this 3rd day of February, 2026 (the Effective Date”), by and between Maximus US Services, Inc., ("Maximus”), and City of Redondo Beach, California, (" Client"). Maximus and Client are sometimes referred to herein as the “Parties” or individually as a “Party.” In consideration of mutual promises and covenants, the parties agree as follows:

1. Scope of Services.
a. Maximus will perform in a professional manner the Services detailed in Exhibit A.

2. Term.
a. Unless otherwise earlier terminated pursuant to Section 4 herein, this Agreement commences on the Effective Date and remains in effect until December 31, 2026.

3. Compensation.
b. Client will pay Maximus the fees for services rendered as set forth in Exhibit B, incorporated herein by reference as if fully set forth as part of this Agreement.

4. Termination.
a. Termination for Cause. Upon material breach of the terms of this Agreement by a Party, the non-breaching Party shall provide written notice to the breaching Party specifying the nature of the breach. The breaching Party shall have thirty ( 30) days’ or such longer period as the Parties may mutually agree upon) from the date of receipt of such notice to cure any such breach.
b. Termination for Convenience. Either Party may terminate this Agreement without cause upon 60 days’ prior written notice to the other Party. In the event the Agreement is terminated by Client, Client will reimburse Maximus for all reasonable costs incurred by Maximus due to such early termination. c. Rights Upon Termination. Upon termination for whatever reason and regardless of the nature of the breach ( if any), Client agrees to pay Maximus in full for all goods and/or services provided to Client under this Agreement, or any amendment thereto, as of the effective date of termination of the Agreement. 186

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5. Invoicing and Payment.
a. Client shall pay Maximus a fee for Services rendered as set forth in Exhibit B.

Unless stated otherwise in Exhibit B, Client will pay all invoices in full within thirty 30) days of the invoice date. An additional charge of one point five percent ( 1.5%) or the highest amount allowed by law will be applied to unpaid balances beyond ninety ( 90) days. Client agrees to always remain current on all amounts charged for the Services and acknowledges and agrees that any breach of the foregoing shall constitute a material breach under this Agreement entitling Maximus to pursue any and all remedies available at equity or at law including the suspension or termination of the Services provided hereunder.

6. Data Accuracy.
a. Maximus shall provide professional guidance to Client in determining the data required to be furnished to Maximus to perform the Services. Maximus represents that such guidance shall be consistent with generally accepted professional standards under applicable federal and state laws. Client warrants and represents that all data provided to Maximus is complete and accurate. Client further represents and warrants that all such data will be provided in a timely manner sufficient to allow Maximus to provide the Services in accordance with this Agreement. Maximus will rely on these representations in providing the Services and shall have no liability whatsoever arising from Client providing incomplete or inaccurate data or providing data in an untimely manner. Maximus shall use commercially reasonable efforts to provide the Services on a timely basis.

7. Records and Inspections.
a. Maximus will maintain full and accurate records with respect to all matters covered under this Agreement for 6 years after the completion of the Services. During such period, Client will have the right to examine and audit the records and to make transcripts therefrom. Client will provide 30 days’ prior written notice of its intent to inspect or audit any such records and will conduct such inspection or audit only during Maximus’ s normal business hours and no more than once every six months.

Any employee, contractor, subcontractor, or agent of Client granted access to such records will execute a non-disclosure agreement prior to being granted access.

8. Warranties.
a. Maximus warrants only that it will perform the Services in a manner consistent with the standards typically practiced by similarly situated companies in the same industry.
187

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b. MAXIMUS SPECIFICALLY DISCLAIMS, AND THE CLIENT WAIVES, ANY OTHER

EXPRESS OR IMPLIED STANDARDS, GUARANTEES OR WARRANTIES,

INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, CUSTOM

OR USAGE, OR OTHERWISE AS TO ANY GOODS OR SERVICES THAT ARE THE SUBJECT OF THIS AGREEMENT. MAXIMUS DOES NOT WARRANT THAT THE SERVICES WILL FUNCTIONALLY MEET CLIENT’ S REQUIREMENTS, THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERRORFREE OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED.

FURTHERMORE, MAXIMUS DOES NOT WARRANT OR MAKE ANY

REPRESENTATIONS REGARDING THE USE OR RESULTS OF THE USE OF

THE SERVICES IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. CLIENT AGREES THAT THE USE OF THE SERVICES IS AT CLIENT’ S OWN RISK. NO ORAL OR WRITTEN INFORMATION OR ADVICE

GIVEN BY MAXIMUS HEREUNDER SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY. SOME JURISDICTIONS

MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES, SO

THE ABOVE EXCLUSION MAY NOT FULLY APPLY TO CLIENT, IN WHICH CASE

THE PARTIES EXPRESSLY AGREE THAT THE EXCLUSION SHALL APPLY TO THE FULLEST EXTENT PERMISSIBLE BY LAW.

9. Client Representations & Warranties.
a. Client represents and warrants to Maximus that its use of the Services shall comply with all applicable laws, statutes, ordinances, codes, rules, regulations, orders, judgments, decrees, standards, requirements or procedures enacted, adopted, applied, enforced or followed now or in the future by any federal or state governmental bodies or agencies. Client further represents and warrants to Maximus that it has obtained all necessary consents, rights and permissions to enter into this Agreement and use the Services in accordance with the terms of this Agreement.

10. Ownership of Intellectual Property.
a. Maximus shall retain all right, title, and interest in and to its pre-existing proprietary methodologies, templates, tools, software, and materials developed independently of this Agreement (“ Pre-Existing Materials”). Nothing herein shall be construed to transfer ownership of Maximus’ s Pre-Existing Materials to Client. b. All reports, plans, analyses, calculations, cost allocation plans, documentation, and other work product prepared specifically for Client in the performance of the Services under this Agreement ( collectively, the “Deliverables”) shall be owned by Client.
c. Governmental Use. Maximus acknowledges and agrees that Client may provide the Deliverables to auditors, regulators, grantors, oversight agencies, successor consultants, and the public as required by law, and waives any claim that such use exceeds the scope of this Agreement.
d. Except for ownership of Pre-Existing Materials, Maximus shall retain no ownership interest, approval right, or control over Client’s use of the Deliverables. 188

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e. All documentation and data will be handled in compliance with the California Public Records Act. Disclosure to the public shall be governed by applicable laws ensuring that only exempt information is withheld from public access. Maximus shall not be obligated to assign any proprietary software or data developed by or at the direction of Maximus for Maximus’ own use; provided, however, that Maximus shall indemnify, defend and hold Client harmless from and against any discovery or California Public Records Act request seeking the disclosure of any such proprietary software, documentation or data.

11. Compatible Platforms/Hardware.
a. To the extent applicable to the Services that will be provided by Maximus, notwithstanding any initial set-up and/or implementation services provided by Maximus at the commencement of the Term, Client is responsible for obtaining, installing and maintaining an appropriate operating environment, including all connectivity and equipment as well as the necessary hardware, operating system software and other items required to access and use the Services ( the “Operating Environment”). Maximus will not be responsible for any incompatibility between the Service and Client’ s Operating Environment or for Client’ s use of any third-Party software, hardware, browsers or other products not specifically recommended or approved by Maximus for Client’ s use with the Services. Maximus will make written compatibility recommendations available to Client at Client’ s request, but, for clarity, Client is ultimately responsible for the compatibility and operation of its Operating Environment.

12. Copyright for Maximus’ s Proprietary Software.
a. To the extent that the Services provided by Maximus are generated by Maximus’ s proprietary software, nothing contained herein is intended nor will it be construed to require Maximus to provide such software to Client. Client agrees that it has no claims of ownership, including copyright, patents or other intellectual property rights to Maximus’ software. Nothing in this Agreement will be construed to grant Client any rights to Maximus’ s materials created prior to the execution of this Agreement.

All of the deliverables prepared by Maximus for Client included in the Services are specifically set out in Exhibit A.

13. Maximus Liability if Audited.
a. Maximus will, upon notice of audit, make work papers and other records available to the auditors. Maximus’ s sole responsibility under an audit will be to provide reasonable assistance to Client through the audit and to make changes to the work product required as a result of the audit. Maximus will not be liable for any audit disallowances, or any missed or lost revenue associated with, or related to, the Services, unless caused by Maximus’ gross negligence.
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14. Indemnification.
a. To the extent allowed by law, each Party ( an “Indemnifying Party”) will defend, indemnify and hold harmless the other Party ( an “Indemnified Party”) from and against any and all third-Party claims, damages, liabilities and costs (including reasonable attorney fees) to the extent caused by the negligent actions or willful misconduct of the Indemnifying Party, its employees or agents. The Indemnifying Party will not be responsible for any damages, liabilities or costs resulting from the negligence or willful misconduct of the Indemnified Party, its employees, Contractors, or agents or any third party.
b. Without limiting the foregoing, Maximus shall defend, indemnify, and hold harmless Client from and against any third-party claim alleging that the Deliverables, or Client’ s authorized use thereof, infringe, misappropriate, or otherwise violate the intellectual property rights of any third party.

15. Limitation of Liability.
a. EXCEPT FOR CLAIMS ARISING FROM OR RELATING TO AN INFRINGEMENT,

MISAPPROPRIATION OR VIOLATION OF THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY BY CLIENT, OR CLIENT’ S FAILURE TO PAY FOR

SERVICES RENDERED, THE PARTIES AGREE ANY AND ALL LIABILITY OF

MAXIMUS TO CLIENT FOR ANY AND ALL CLAIMS, LIABILITIES, ACTIONS OR

DAMAGES WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO

THIS AGREEMENT FROM ANY CAUSE AND REGARDLESS OF LEGAL THEORY

ASSERTED, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, ERRORS,

OMISSIONS, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF

WARRANTY SHALL NOT, IN THE AGGREGATE, EXCEED TWO TIMES THE FEES PAID OR PAYABLE TO MAXIMUS UNDER THIS AGREEMENT.
b. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT,

INCIDENTAL, ECONOMIC, CONSEQUENTIAL OR PUNITIVE DAMAGES,

INCLUDING BUT NOT LIMITED TO LOST REVENUE, LOST PROFITS ( EVEN IF

SUCH LOST REVENUE IS ULTIMATELY DETERMINED TO BE DIRECT

DAMAGES), REPLACEMENT GOODS, LOST OPPORTUNITY, LOSS OF

TECHNOLOGY RIGHTS OR SERVICES, LOSS OF DATA, OR INTERRUPTION

OR LOSS OF USE OF SOFTWARE OR ANY PORTION THEREOF REGARDLESS OF THE LEGAL THEORY UNDER WHICH THE DAMAGES ARE SOUGHT. THIS

LIMITATION STANDS EVEN IF A PARTY IS ADVISED OF THE LIKELIHOOD OF

THE DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OR LIMITED REMEDY.

16. Notices. All notices under this Agreement will be in writing and will be delivered by electronic mail with written confirmation of delivery enabled, personal service, certified mail, postage prepaid, or overnight courier to the addresses set forth below. Any notice sent by certified mail will be deemed to have been given five (5) business days after the date on which it is mailed. All other notices will be deemed given when received. No objection may be made to the manner of delivery of any notice actually received in writing by an authorized agent of a Party.

For Maximus: For Redondo Beach, California:

Bridgette Clements Stephanie Meyer, Finance Director
808 Moorefield Park Dr, Suite 205 City of Redondo Beach 190

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Copy to:

Contracts Department
Maximus, Inc.
1600 Tysons Blvd. # 1400
McLean, VA 22102
Phone: 571.342.3048
Fax: 703.251.8240
Email: legalnotices@maximus. com

17. Changes.
a. This Agreement and any scope of Services hereunder may be modified or amended only by a written amendment mutually executed by the Parties.

18. Miscellaneous.
a. Nothing in this Agreement gives, is intended to give, or shall be construed to give or provide any right or benefit, whether directly or indirectly or otherwise, to third persons.
b. If Maximus is requested by Client to produce Maximus deliverables, documents, records, working papers, or personnel for testimony or interviews with respect to this Agreement or any services provided hereunder for any third party matter, litigation or otherwise, then Client and Maximus shall execute a change order or new services agreement for the sole purpose of setting forth any payment and the terms associated with the Maximus response and related to the reasonable fees of Maximus in responding. The foregoing does not: (1) diminish or negate Maximus’ s obligation to negotiate and defend all cost allocation plans and State mandated cost claims as specifically provided for under this Agreement; or (2) apply in the event Maximus is compelled by subpoena from a third party to provide Client deliverables, documents, records, working papers, or personnel for testimony or interviews. c. The Parties intend that Maximus, in performing the Services specified in this Agreement shall act as an independent contractor and shall have full control of the work and the manner in which it is performed. Maximus and Maximus’ employees are not to be considered agents or employees of Client for any purpose. Neither Party shall have the power to act or bind the other Party except as expressly provided for herein.
d. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any manner, and this Agreement will be interpreted to reflect the original intent of the parties insofar as possible.

Finance Department
415 Diamond Street
Richmond, VA, 23236 Redondo Beach, California, 90277
Phone: 850-386-1101 Phone: 310-697-3134
Email: BridgetteClements@maximus. com Email: Stephanie. Meyer@redondo. org 191

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e. The titles of the sections, subsections, and paragraphs set forth in this Agreement are inserted for convenience of reference only and will be disregarded in construing or interpreting any of the provisions of this Agreement. f. This Agreement and any additional or supplementary document or documents incorporated herein by specific reference contain all the terms and conditions agreed upon by the parties hereto, and no other agreements, oral or otherwise, regarding the subject matter of this Agreement or any part thereof will have any validity or bind any of the parties hereto. This shall include any purchase order submitted or provided by Client, whether prior to or upon execution of this Agreement, which shall be for Client’s internal purposes only. Maximus rejects, and in the future is deemed to have rejected, any purchase order’s terms to the extent they add to or conflict in any way with this Agreement or the applicable Scope of Services, and such additional or conflict terms will have no effect. g. Neither Party will be liable to the other for any loss, delay or non-performance caused by, including, without limitation, acts of God, pandemic, epidemic, war, civil or military disobedience or disorder, riot, terrorism, fire, earthquake, storm, flood, or similar circumstances not under the Party’ s control ( not including labor strikes or lack of export approval).
h. Maximus shall not subcontract any portion of the Services without Client’ s written approval. All approved subcontractors shall be subject to and comply with the term of this Agreement.
i. Each individual signing this Agreement certifies that (i) he or she is authorized to sign this Agreement on behalf of his or her respective organization, ( ii) such organization has obtained all necessary approvals to enter into this Agreement, including but not limited to the approval of its governing board, and (iii) when executed, this Agreement is a valid and enforceable obligation of such organization. j. Waiver by either Party of a breach of any provision of this Agreement or the failure by either Party to exercise any right hereunder will not operate or be construed as a waiver of any subsequent breach of that provision or as a waiver of that right. k. Maximus shall maintain insurance in accordance to Exhibit C of this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement through their duly authorized representatives.

Maximus: Client:

Maximus US Services, Inc. Redondo Beach, California
By: By:

Name: Name: James A. Light
Title: Title: Mayor
Date: Date:

Jaida Williams
Sr. Specialist - Contracts
1/ 28/ 2026 | 9: 04 AM PST
Diane Strickfaden, Risk Manager Joy A. Ford, City Attorney 3/ 1/ 2026 | 10: 01 AM PST
Eleanor Manzano, City Clerk
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EXHIBIT A
CA CI REDONDO BEACH CAP 25A
SCOPE OF SERVICES:

Maximus represents that it has, or will secure at its own expense, all personnel required in the performance of Services under this Agreement. All of the Services required hereunder will be performed by Maximus or under its supervision, and all personnel engaged in the work will be fully qualified to perform the services described herein. Maximus reserves the right to subcontract for Services hereunder, in accordance with Section 18(h) of this Agreement.

Description of Services:
a) Development of a central services Full Cost Allocation Plan, which identifies the various costs incurred by the Client to support operating departments, proprietary and special revenue funds, and administer programs that provide services directly to the community.

This Full Cost Allocation Plan will contain a determination of the allowable cost of providing each supporting services as specified in the City’s Administrative Policy/Procedures APP”) Number 3.18.
b) Develop an “ Office of Management and Budget (“ OMB”) Cost Allocation Plan in accordance with the costing principles contained in Title 2 Code of Federal Regulations Part 200. Ensure the OMB Cost Allocation Plan shall identify the central services costs for all federal and non-federal grants and contracts that require costing to be based on the federal cost principles.
c) Prepare the Full Cost Allocation Plan and OMB Cost Allocation Plan in accordance with the City’ s APP Number 3.18.
d) Negotiation, of the completed cost allocation plan, with the representatives of the State or federal government, whichever is applicable, upon written approval of Client. 193

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EXHIBIT B
COMPENSATION:

For Services provided as set forth above, in Exhibit A, Client agrees to pay Maximus compensation in the amount of Twenty Thousand Dollars ($ 20,000).

Maximus will render to Client one or more invoices for the fees specified herein upon delivery of the Cost Allocation Plans as specified in Exhibit A, with payment due thirty ( 30) days after the Client’s receipt of invoice.

The fee breakdown is as follows:

Fiscal Year 2025 reporting $ 20,000
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EXHIBIT C
INSURANCE:

Without limiting Maximus’ indemnification obligations under this Agreement, Maximus 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 Maximus, 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’ s Liability Insurance.

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

General Liability: $ 2,000,000 per occurrence for bodily injury, personal injury and property damage. The general aggregate limit of $4,000,000 shall apply to the policy as a whole.

Coverage for the Client will be provided on a primary and non-contributory basis, with the Automobile Liability: $ 1,000,000 per accident for bodily injury and property damage.

Employer’ s Liability: $ 1,000,000 per accident for bodily injury or disease.

Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be disclosed to the Client. Maximus shall provide evidence of financial capacity to satisfy such obligations upon request. Reduction or elimination of deductibles/ self-insured retentions is not available under insurer terms.

Other Insurance Provisions
The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
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Additional Insured Endorsement:

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

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

For any claims related to this project, Maximus’ insurance coverage shall be primary insurance as respects the Client, its officers, elected and appointed officials, employees, and volunteers.

Any insurance or self-insurance maintained by the Client, its officers, officials, employees, or volunteers shall be excess of Maximus’ insurance 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 has been given to the Client.

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 Client as a material breach of contract on the Maximus’ part.

Verification of Coverage
Maximus shall furnish the Client with original certificates and amendatory endorsements evidencing required coverage. Endorsements will be provided on insurer-approved forms, including standard ISO forms, which shall be subject to Client approval. All certificates and endorsements shall be received and approved by the Client before the contract is awarded.

Complete, certified copies of insurance policies will be provided only in connection with a covered claim, as necessary to verify coverage.

Subcontractors
Maximus 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.
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Risk Management
Maximus acknowledges that insurance underwriting standards and practices are subject to change. Any changes to insurance provisions requested by the Client will be reviewed and considered through Maximus’ established risk management and legal escalation procedures to ensure feasibility and compliance with industry norms.
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Administrative
Report
H.6., File # 26-0468 Meeting Date: 7/7/2026
To: MAYOR AND CITY COUNCIL
From: STEPHANIE MEYER, FINANCE DIRECTOR
TITLE
APPROVE AN AGREEMENT WITH KOSMONT TRANSACTIONS SERVICES, INC., DBA

KOSMONT FINANCIAL SERVICES, FOR CITY BOND REPORTING ACTIVITIES FOR A COST OF $18,500 IN YEAR 1 AND A TOTAL AMOUNT NOT TO EXCEED $62,500, INCLUDING CONTINGENCY, FOR THE TERM JULY 7, 2026 TO JUNE 30, 2031

EXECUTIVE SUMMARY
The City of Redondo Beach must maintain compliance with state and federal post-issuance laws for its outstanding municipal debt. Approval of the proposed agreement would retain Kosmont Transactions Services, Inc. dba Kosmont Financial Services (Kosmont), as the City’s debt reporting consultant, continuing Kosmont’s current bond duties related to federal reporting and adding statelevel reporting responsibilities.

With the Agreement, Kosmont would manage compliance actions for the following bond obligations:
· $7,230,000 Redondo Beach Public Financing Authority Wastewater Revenue Refunding Bonds, Series 2014A
· $28,015,000 Redondo Beach Community Financing Authority Lease Revenue Refunding Bonds, Series 2019A
· $226,180,000 Redondo Beach Community Financing Authority Lease Revenue Bonds, Series 2021A
Approval of the proposed five-year Agreement ensures the City fulfills its statutory requirements, prevents regulatory penalties, and satisfies annual filing deadlines through FY 2030-31.

BACKGROUND
Municipal debt compliance requires annual reporting and disclosure for both State-level California Debt and Investment Advisory Commission (CDIAC) requirements and Federal-level Securities and Exchange Commission (SEC) continuing disclosure mandates.

California Debt and Investment Advisory Commission (CDIAC) Requirements Under California law, issuers of certain types of debt must submit annual electronic filings. The City’s Series 2019A and Series 2021A bonds fall in this category, and require the following filings:
· Annual Debt Transparency Report (ADTR): Governed by Senate Bill 1029, this report is due by January 31 each year. It tracks outstanding principal, interest paid, authorization balances,

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198
H.6., File # 26-0468 Meeting Date: 7/7/2026
and explicit details on how bond proceeds are spent.
· Yearly Fiscal Status Report (YFSR): This submission provides updated fiscal details, reserve fund balances, and default/draw statuses on outstanding community financing mechanisms.

Federal Continuing Disclosure and Dissemination Agent Services The Securities and Exchange Commission (SEC) and the Municipal Securities Rulemaking Board (MSRB) set federal disclosure requirements. Each of the City’s three outstanding bonds (Series 2014A, Series 2019A and Series 2021A) has a separate Continuing Disclosure Agreement (CDA) requiring the following ongoing updates to bondholders and the public marketplace:
· Continuing Disclosure Annual Reports: The City must regularly update the market with its Annual Comprehensive Financial Report (ACFR) and specific localized operational data (e.g., assessed property values, top taxpayers, revenue collections) outlined in each bond's original covenants.
· Listed Events Reports: The MSRB must be notified via standard regulatory filings within 10 business days of specific occurrences, such as rating shifts, principal/interest payment defaults, draws on debt reserves, or structural changes to tax status. · Central Clearinghouse: All continuing disclosures and event alerts must be uploaded digitally onto the MSRB’s Electronic Municipal Market Access (EMMA) platform.

Compiling data to meet specialized reporting metrics is time-intensive and requires expertise in municipal compliance. Kosmont is a highly experienced and well-respected municipal advisory company with the expertise to meet bond disclosure requirements.

Kosmont is named as the City’s Dissemination Agent in its 2019A and 2021A Series bond agreements and has completed annual filings since each bond’s inception. Additionally, Kosmont has filed annual reporting for the City’s 2014A Wastewater bonds since FY 2021-22. City staff have historically been responsible for CDIAC filings. The proposed Agreement formally extends the term for federal annual continual disclosure and adds CDIAC reporting to the scope of Kosmont’s services to the City. Adding the state-level filing streamlines debt reporting and ensures consistent, on-time filing of key information and reduces the burden on City personnel. Kosmont will continue to directly interface with staff to complete the required bond reporting.

COORDINATION
This recommendation was coordinated with the City Manager’s Office. The City Attorney's Office has approved the Agreement as to form.

FISCAL IMPACT
The cost of the proposed professional services agreement over the next five years will not exceed $62,500, which includes $2,000 for any reimbursable expenses and $6,000 in contingency funding.

The first-year cost will be approximately $18,500 to account for initial work in the review of state filings. The cost of subsequent years is estimated to be $9,000 annually, excluding contingency, with amounts based on the number of filings.

Funding for the Agreement is included in the Financial Services Department annual operating budget and will be distributed incrementally across reporting cycles each fiscal year.

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199
H.6., File # 26-0468 Meeting Date: 7/7/2026
APPROVED BY:

Mike Witzansky, City Manager

ATTACHMENTS
· Agmt, Signature & Insurance - Kosmont Transactions Services, Inc. dba Kosmont Financial Services

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200
1 AGREEMENT FOR CONSULTING SERVICES

BETWEEN THE CITY OF REDONDO BEACH
AND KOSMONT TRANSACTIONS SERVICES, INC. DBA KOSMONT FINANCIAL

SERVICES
THIS AGREEMENT FOR CONSULTING SERVICES (this "Agreement") is made between the City of Redondo Beach, a chartered municipal corporation ("City") and Kosmont Transactions Services, Inc., a California corporation dba Kosmont Financial Services ("Consultant" or “Contractor”).

The parties hereby agree as follows:

1. 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."

2. 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".

3. Compensation. City agrees to pay Consultant for work performed in accordance with Exhibit "C".

4. Insurance. Consultant shall adhere to the insurance requirements outlined in Exhibit “D”, unless otherwise waived by the City’s Risk Manager. * * * * *

GENERAL PROVISIONS

1. 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's sole 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.

3. City Property. All plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this 201
2 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's own 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.

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 Consultant 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's services hereunder. Notwithstanding the foregoing, any and all additional data necessary for design shall be the responsibility of Consultant.

6. Records. Consultant, including any of its subcontractors shall maintain full and complete documents and records, including accounting records, employee time sheets, work papers, 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 upon request and reasonable notice, and shall keep such documents and records, for at least five (5) 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.

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3 7. Changes and Extra Work. Unless otherwise provided herein, all changes and/or extra work under this Agreement shall be provided for by a subsequent written amendment executed by City and Consultant.

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 any such termination, 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’s receipt 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's finished 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. 203
4 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's breach of this Agreement.

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. 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.
a. 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.
204
5 b. 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.

15. Insurance. Consultant shall comply with the requirements set forth in Exhibit "D".

Insurance requirements that are waived by the City's Risk Manager do not require amendments or revisions to this Agreement.

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, and employment laws.

18. Non-Discrimination. Consultant shall comply with all applicable federal, state, and local laws, ordinances, regulations, and codes prohibiting discrimination, including but not limited to the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, and the California Fair Employment and Housing Act.

Consultant shall not discriminate against any employee or applicant for employment on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, military and veteran status, or any other legally protected characteristic. Consultant shall ensure that the evaluation and treatment of its employees and applicants for employment are free from such discrimination and harassment. Consultant shall include a similar non-discrimination provision in all subcontracts related to the performance of this Agreement.

19. 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 205
6 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’s assets occurs, which reduces Consultant’s assets or net worth by twenty-five percent (25%) or more shall also constitute an assignment for purposes of this Agreement.

20. 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.

21. 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.

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

23. 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.

24. 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.

25. 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.

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

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

29. 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.

30. 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.

31. Claims. Any claim by Consultant against City hereunder shall be subject to Government Code §§ 810 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.

32. 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.

33. Warranty; Correction of Work. Consultant warrants that all products and work provided under this Agreement shall:
a. be delivered with good title, free of liens and encumbrances; b. conform to the requirements of this Agreement;
c. be free from defects in materials and workmanship; and d. be fit for their intended purpose.

Unless otherwise specified, this warranty shall remain in effect for one (1) year from the date of delivery or acceptance by the City, whichever is later, except that consumable items shall be warranted for thirty (30) days.

If, within the applicable warranty period, any product or work is determined by the City to be defective or nonconforming, Consultant shall, upon City’s written notice and at its sole cost and expense, promptly repair, correct, or replace such product or work, including all labor, supervision, materials, removal, reinstallation, and related costs. If Consultant fails to do so, the City may perform the work and Consultant shall reimburse the City for its reasonable costs. All corrected or replaced work shall be subject to the same warranty.
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8 Nothing in this Section 33 shall limit Consultant’s obligation to correct or replace defective work or Consultant’s indemnity obligations under Section 14. The warranty set forth in this Agreement shall survive the termination or expiration of this Agreement and shall remain in full force and effect for the applicable warranty periods stated herein and under any assigned or passed through thirdparty manufacturer warranties.

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.

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9 IN WITNESS WHEREOF, the parties have executed this Agreement in Redondo Beach, California, as of this 7th day of July, 2026.

CITY OF REDONDO BEACH, KOSMONT TRANSACTIONS SERVICES,
a chartered municipal corporation INC., a California corporation dba Kosmont Financial Services
__________________________ By: _______________________
James A. Light, Mayor Name:_______________________
Title: _______________________
ATTEST: APPROVED:
__________________________ __________________________
Eleanor Manzano, City Clerk Diane Strickfaden, Risk Manager APPROVED AS TO FORM:
__________________________
Joy A. Ford, City Attorney
Chairman & CEO
Larry Kosmont
6/22/2026 | 1:39 PM PDT
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10 EXHIBIT "A"

PROJECT DESCRIPTION AND/OR SCOPE OF SERVICES
I. PROJECT OVERVIEW. Consultant shall provide debt reporting, continuing disclosure, and dissemination agent services for certain City bond issues, including preparation and filing of Annual Debt Transparency Reports (“ADTR”), Yearly Fiscal Status Reports (“YFSR”), Continuing Disclosure Annual Reports (“Annual Reports”), and Listed Events Reports.

II. SCOPE OF WORK. Consultant shall perform the services described in the Tasks and Activities section below and shall prepare and file all reports required by the California Debt and Investment Advisory Commission (“CDIAC”) Division of the California State Treasurer’s Office, Municipal Securities Rulemaking Board (“MSRB”), Electronic Municipal Market Access (“EMMA”), and applicable Continuing Disclosure Agreements.

III. TASKS AND ACTIVITIES
A. ADTR and YFSR

1. Prepare and file ADTR and YFSR required by the CDIAC Division of the California State Treasurer’s Office for the following Bond issues:
a. $28,015,000 Redondo Beach Community Financing Authority Lease Revenue Refunding Bonds, Series 2019A (“Bond 2019A”). b. $226,180,000 Redondo Beach Community Financing Authority Lease Revenue Bonds, Series 2021A (“Bond 2021A”).

2. Consultant shall prepare and file the following past due reports for Fiscal Years 2019 - 2025:
a. ADTR and YFSR for Bond 2019A for Fiscal Years 2019 – 2025. b. ADTR and YFSR for Bond 2021A for Fiscal Years 2022 – 2025.

3. Consultant shall prepare and file the following annual reports for Fiscal Years 2026 - 2030:
a. ADTR for Bond 2019A and Bond 2021A, due annually by January 31st.
b. YFSR for Bond 2019A and Bond 2021A due annually by October 30th.
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11 4. Consultant shall prepare the ADTR and YFSR in accordance with CDIAC reporting and filing requirements, as currently in effect, in connection with the Lease Revenue Bonds and as presently in effect.

5. Consultant shall file all ADTR and YFSR with the CDIAC Division of the California State Treasurer’s Office and shall provide the City with a copy of each ADTR and YFSR prepared, along with proof of filing.

B. Continuing Disclosure and Dissemination Agent Services

1. Consultant shall serve as Dissemination Agent and provide Continuing Disclosure and Dissemination Agent Services to the City by preparing and filing Annual Reports for Fiscal Years 2026 - 2030 and Notice of Occurrence of Listed Events Reports, if applicable, as required by the MSRB through the EMMA website for each of the following Bond issues (“Bonds”):
a. $7,230,000 Redondo Beach Public Financing Authority Wastewater Revenue Refunding Bonds, Series 2014A.
b. $28,015,000 Redondo Beach Community Financing Authority Lease Revenue Refunding Bonds, Series 2019A.
c. $226,180,000 Redondo Beach Community Financing Authority Lease Revenue Bonds, Series 2021A.

Continuing Disclosure and Dissemination Agent Services as related to the Annual Reports and Listed Events Reports will be in accordance with the terms of the respective Continuing Disclosure Agreements executed by the City as part of each Bond Issue.

2. Annual Reports:
a. Annually contact City and alert staff as to the pending due dates of the Annual Reports at least 30 days prior to the March 31st due date of the Annual Reports.
b. Collect, gather, prepare and compile the financial information and operating data of the City as related to the Bonds as of June 30 of the most recently completed fiscal year, including information substantially similar to the information provided in the Official Statements for each Bond issue and as required by the respective Continuing Disclosure Agreements.
c. Submit the City’s annual audited financial statements for the prior Fiscal Year to the MSRB through the EMMA website. If the audited 211
12 financial statements are not timely available in any year, Consultant shall prepare the Annual Reports with unaudited financial statements in a format similar to the audited financial statements and submit a notice to the MSRB through the EMMA website that the audited financial statements shall be filed when available.
d. Submit the Annual Reports for each of the Bonds to the MSRB through the EMMA website in accordance with MSRB reporting and filing requirements, as currently in effect, by March 31st. e. Provide the City with a copy of the Annual Reports for each of the Bonds prepared and submitted to the MSRB, along with proof of filing.

3. Annual Reports Content - Specific to Individual Bond Issues:
a. Redondo Beach Public Financing Authority (Los Angeles County, California) Wastewater Revenue Refunding Bonds, Series 2014A i. Updates to the information set forth in the following tables as presented in the Official Statement:
a. Table 4 (Historical and Current Monthly User Fee Rates) b. Table 7 (Number of Connections by Type)
c. Issuance of Additional Indebtedness
b. Redondo Beach Community Financing Authority Lease Revenue Refunding Bonds Series 2019A
i. Updates to the information set forth in the following tables as presented in the Official Statement:
a. Statement of Investment Losses > $1 Million
b. Table 2 (General Fund Budget Summary)
c. Table 3 (General Fund Balance Sheets)
d. Table 4 (Statements of Revenues, Expenditures and
Changes in General Fund Balance)
e. Table 5 (General Fund Tax Revenues)
f. Table 11 (25 Largest Sales Tax Producers)
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13 c. Redondo Beach Community Financing Authority Lease Revenue Bonds, Series 2021A
i. Updates to the information set forth in the following tables as presented in the Official Statement:
a. Statement of Investment Losses > $1 Million
b. Table 2 (General Fund Budget Summary)
c. Table 3 (General Fund Balance Sheets)
d. Table 4 (Statements of Revenues, Expenditures and
Changes in General Fund Balance)
e. Table 5 (General Fund Tax Revenues)
f. Table 11 (25 Largest Sales Tax Producers)

4. Listed Events Reports:
a. Upon determination and notification by the City of the occurrence of any of the following events, if material, Consultant shall prepare and file Listed Events Reports with the MSRB through the EMMA website:
i. principal or interest payment delinquencies;
ii. non-payment related defaults, if material;
iii. modifications to the rights of the bondholders, if material; iv. optional, contingent or unscheduled calls, if material, and tender offers;
v. defeasances;
vi. rating changes;
vii. adverse tax opinions or the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds or other material events affecting the tax status of the Bonds;
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14 viii. unscheduled draws on the debt service reserves reflecting financial difficulties;
ix. unscheduled draws on the credit enhancements reflecting financial difficulties;
x. substitution of the credit or liquidity providers or their failure to perform;
xi. release, substitution or sale of property securing repayment of the Bonds, if material;
xii. bankruptcy, insolvency, receivership or similar proceedings of the City, which shall occur as described below;
xiii. appointment of a successor or additional trustee or the change of name of a trustee, if material;
xiv. the consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of the assets of the City other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; xv. incurrence of a financial obligation of the City, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the City, any of which affect security holders, if material; or
xvi. default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the City, any of which reflect financial difficulties. b. Submit the Listed Events Reports to the MSRB through the EMMA website in a timely manner, if applicable, in accordance with MSRB reporting and filing requirements, as currently in effect.

c. Provide the City with a copy of the Listed Events Reports prepared and submitted to the MSRB, along with proof of filing.

IV. DELIVERABLES. Consultant shall submit ADTR, YFSR, Annual Reports, Listed Events Reports, and proof of filing for each report submitted to CDIAC or MSRB. 214
15 V. PERFORMANCE REQUIREMENTS. Consultant shall perform the services in accordance with applicable reporting requirements for CDIAC, MSRB, EMMA, and the Continuing Disclosure Agreements applicable to each Bond issue. 215
16 EXHIBIT "B"

TERM AND TIME OF COMPLETION
TERM. This Agreement shall commence on July 7, 2026 and shall continue through June 30, 2031 unless otherwise terminated as herein provided.

PROJECT SCHEDULE. Consultant shall submit the following reports in accordance with the schedule set forth below:

TYPE OF REPORT DUE DATE
ADTR January 31st
Annual Reports March 31st
YFSR October 30th
Listed Events Reports Timely Filing in accordance with
applicable MSRB requirements.
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17 EXHIBIT "C"

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

A. AMOUNT. Consultant shall be paid:

1. A lump sum in the amount of $9,500 to prepare and file the past due ADTR and YFSR for Fiscal Years 2019 – 2025, as described in Exhibit “A”.

2. A fee of $750 per report to prepare and file the annual ADTR and YFSR for Fiscal Years 2026 - 2030, as described in Exhibit “A”.

3. A fee of $2,000 per report to prepare and file Annual Reports for Fiscal Years 2026 - 2030, as described in Exhibit “A”.

4. Fees to prepare and file Listed Events Reports, as described in Exhibit “A”, or any work performed outside the scope of services described in Exhibit “A” requested by the City shall be paid in accordance with the hourly and expense schedule included as Attachment “A” to this Exhibit.

B. REIMBURSABLE EXPENSES. In addition to the above fees, Consultant shall be reimbursed for reasonable and necessary out-of-pocket expenses incurred in connection with the performance of services under this Agreement. Out-of-pocket expenses are subject to the following conditions:

1. Approval for Expenses Over $250: Consultant shall obtain prior written approval from the City for any out-of-pocket expense exceeding $250. The City reserves the right to withhold reimbursement for any expense deemed unreasonable, unnecessary, or not properly substantiated.

2. Approval for Expense Cap: The maximum reimbursement for out-of-pocket expenses shall not exceed $2,000.

3. Documentation: Consultant shall submit receipts and documentation for all reimbursable expenses as part of the invoice.

4. Types of Reimbursable Expenses. Reimbursable expenses shall include, but are not limited to the expenses outlined in Attachment “A”, filing fees, purchases of data for report preparation and Consultant’s attendance or participation at any public meeting, upon City’s request.

C. NOT TO EXCEED AMOUNT. In the event that unforeseen conditions or circumstances arise in connection with the services described in Exhibit “A,” including but not limited to regulatory changes, additional reporting requirements, and work that is outside the scope of services described in Exhibit “A” requested by the City, the Consultant shall notify the City and submit a written estimate for any proposed additional work. Subject to the prior written approval of the City Finance Director, the Consultant may utilize up to $6,000 in contingency funds to perform such additional work. Any such use of contingency funds shall not increase 217
18 the total compensation payable to Consultant beyond $62,500, including expenses.

D. METHOD OF PAYMENT. Consultant shall submit invoices to the City as follows:

1. Past due ADTR and YFSR for Fiscal Years 2019 – 2025: Consultant shall submit a single invoice in the amount of $9,500 upon completion and filing of all past due ADTR and YFSR reports described in Exhibit “A”.

2. ADTR and YFSR for Fiscal Years 2026 – 2030: Consultant shall submit two (2) invoices per year: one (1) invoice upon completion and filing of the ADTR reports described in Exhibit “A”, due by January 31st, and one (1) invoice upon completion and filing of the YFSR reports described in Exhibit “A”, due by October 30th, at a rate of $750 per report

3. Annual Reports: Consultant shall submit one (1) invoice upon completion and filing of the Annual Reports described in Exhibit “A”, due by March 31st, at a rate of $2,000 per report.

4. Listed Events Reports: Consultant shall submit one (1) invoice upon completion and filing of Listed Events Reports described in Exhibit “A”, at a rate in accordance with the hourly and expense schedule included as Attachment “A” to this Exhibit.

5. Each invoice shall indicate:
a. The specific report(s) completed (e.g., ADTR, YFSR, Annual Report, Listed Events Report, Bond name, and reporting year).
b. The applicable fixed fee (lump sum or per report rate). c. Date of completion and filing with CDIAC or MSRB.
d. Proof of filing for each report.
e. If applicable, the cost of City preapproved subcontractors plus markup, and any reimbursable expenses.

Invoices must be itemized, adequately detailed, based on accurate records, and, if applicable, attach subcontractor invoices, reimbursable expense approvals, and expense receipts. Invoices must be in a form reasonably satisfactory to the City.

Consultant may be required to provide backup material upon request.

E. SCHEDULE FOR PAYMENT. The City will make full payment within 45 days after its receipt of the invoice, provided that all services have been completed to the City's reasonable satisfaction. Notwithstanding the foregoing, the City may withhold any payments, or portion thereof, that the City disputes in good faith until the dispute is resolved, to the maximum extent permitted by law.

F. NOTICE. Written notices to City and Consultant shall be given by registered or certified mail, postage prepaid, email, or personally served, and addressed to the following parties.
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19 Contractor: Kosmont Transactions Services, Inc. dba Kosmont Financial Services
1601 N Sepulveda Blvd #382
Manhattan Beach, CA 90266
Attention: Larry Kosmont, President
Email: [email protected]
City: City of Redondo Beach
Financial Services Department
415 Diamond St
Redondo Beach, CA 90277
Attention: Stephanie Meyer, Finance Director
Email: [email protected]

All notices, including notices of address changes, provided under this Agreement are deemed received as follows: (1) on the second business day after emailing, provided that no “bounce-back” or similar message indicating non-delivery is received; (2) on the third day after mailing if sent by registered or certified mail; or (3) upon personal delivery. Changes in the respective address set forth above may be made from time to time by any party upon written notice to the other party in accordance with this section.
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20 ATTACHMENT “A”
Kosmont Financial Services
2026 Public Agency Fee Schedule
Professional Services
President & CEO $540.00/hour
Sr. Managing Director / Sr. Vice President / Senior Advisor $405.00/hour Vice President / Managing Director $295.00/hour
Senior Project Analyst $210.00/hour
Project Analyst / Project Research $195.00/hour
Assistant Project Analyst / Assistant Project Manager $170.00/hour Project Promotion/Graphics/GIS Mapping Services $ 95.00/hour Administrative Support $ 90.00/hour
Additional Expenses
In addition to professional services (labor fees):

1. Out-of-pocket expenditures, such as travel and mileage, professional printing, and delivery charges for messenger and overnight packages will be charged at cost.

2. Project/Market data sources for support of evaluation and analysis e.g., ESRI, Placer.ai, CoStar/STR, IMPLAN, ParcelQuest, Refinitiv and other based on quoted project cost.

3. If Consultant retains Third Party Vendor(s) for City (with City’s advance approval), fees and costs will be billed to City at 1.1X (times) fees and costs.

4. Consultant’s attendance or participation at any public meeting, whether such participation is in person, digital, video and/or telephonic (e.g., City Council, Planning Commission, Public Agency Board, other) requested by City and are beyond those specifically identified in the Scope of Services in Exhibit “A” will be billed at the professional services (hourly) fees as shown in this Attachment “A”.

Charges for Court/Deposition/Expert Witness-Related Appearances Court-related (non-preparation) activities, such as court appearances, depositions, mediation, arbitration, dispute resolution and other expert witness activities, will be charged at a court rate of 1.5 times scheduled rates, with a 4-hour minimum.

Rates Effective until December 31, 2026. For and during the term of the subject Agreement, the above referenced rates in each category will be increased, effective January 1, 2027, and annually thereafter, to reflect the adjustment in the CPI (U.S. Dept. of Labor, Bureau of Labor Statistics) All Cities Average Consumer Price Index for the prior year. As an example, the US City Average Consumer Price Index (CPI-U) for December 2025 was 0.3, representing a change of 2.7 percent over the index of the previous 12 months.
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21 EXHIBIT “D”

INSURANCE REQUIREMENTS FOR CONSULTANTS
Without limiting Consultant’s indemnification 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’s Liability Insurance.

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

General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. The general aggregate limit of $4,000,000 shall apply separately to this project.

Automobile Liability: $1,000,000 per accident for bodily injury and property damage.

Employer’s Liability: $1,000,000 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.
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22 Other Insurance Provisions
The general liability and automobile liability policies shall 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 shall 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.

For any claims related to this project, the Consultant’s insurance 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’s insurance 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 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’s part.

Acceptability of Insurers
Insurance shall 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.
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23 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 shall 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 effecting 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.
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ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED?

INSR ADDL SUBR

LTR INSD WVD
PRODUCER CONTACT NAME: PHONE FAX
(A/C, No, Ext): (A/C, No): E-MAIL ADDRESS:

INSURER A :

INSURED INSURER B :

INSURER C :

INSURER D :

INSURER E :

INSURER F :

POLICY NUMBER POLICY EFF POLICY EXP TYPE OF INSURANCE (MM/DD/YYYY) (MM/DD/YYYY) LIMITS

AUTOMOBILE LIABILITY

UMBRELLA LIAB

EXCESS LIAB WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

AUTHORIZED REPRESENTATIVE
EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES (Ea occurrence) $ MED EXP (Any one person) $
PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO- POLICY JECT LOC PRODUCTS - COMP/OP AGG OTHER: $ COMBINED SINGLE LIMIT
(Ea accident) $ ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $
$ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $
DED RETENTION $ PER OTH- STATUTE ER
E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $
If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT INSURER(S) AFFORDING COVERAGE NAIC #

COMMERCIAL GENERAL LIABILITY
Y / N
N / A
(Mandatory in NH)

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

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.

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

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

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

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

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

CERTIFICATE HOLDER CANCELLATION
ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved.

CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
$
$
$
$
$
The ACORD name and logo are registered marks of ACORD
6/19/2026
License # 0C36891
(310) 478-2625 317
30104
Kosmont & Associates, Inc.

Dba: Kosmont Companies
1601 N. Sepulveda Blvd. #382
Manhattan Beach, CA 90266
A 1,000,000
X X 72SBABM5UX0 6/27/2026 6/27/2027 1,000,000
10,000
1,000,000
2,000,000
2,000,000
Business Liability General Aggre
A 1,000,000
72SBABM5UX0 6/27/2026 6/27/2027
A 3,000,000
72SBABM5UX0 6/27/2026 6/27/2027 3,000,000
10,000
The City of Redondo Beach, its officers, elected and appointed officials, employees, and volunteers are included as additional insured per written contract as respects to General Liability. The insurance is primary and non-contributory and waiver of subrogation applies in favor of the cert holder See attached endorsements SL 30 32 06 21 and SL 00 00 10 18
Additional Persons or Organizations Designated as Named Insureds (see attached form SC 00 03 10 18) Kosmont Transactions Service, Inc. dba; Kosmont Financial Services
City of Redondo Beach
Attn: City Manager
415 Diamond Street
Redondo Beach, CA 90277
KOSM&AS-01 BSTERNBERG
Lyddy Martin Company
5021 Verdugo Way
Ste. 105 #414
Camarillo, CA 93012
Brett R Sternberg
[email protected]
Hartford Underwriters Insurance Company
235
X
X
X
X X
X
X
X
224
225
Form SL 30 32 06 21 Page 1 of 3
© 2021, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission) A. The following is added to Section C. WHO IS AN INSURED:

Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written contract or written agreement, or when required by a written permit issued by a state or governmental agency or subdivision or political subdivision that such person or organization be added as an additional insured on your Coverage Part, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit.

A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit.

However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by any other endorsement issued by us and made a part of this Coverage Part.

The insurance afforded to such additional insured will not be broader than that which you are required by the contract, agreement, or permit to provide for such additional insured.

The insurance afforded to such additional insured only applies to the extent permitted by law.

The limits of insurance that apply to additional insureds are described in Section D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS.
a. Vendors
Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions:

This insurance does not apply to:
(a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you;
(c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container;
(e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products;
(f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BLANKET ADDITIONAL INSURED BY CONTRACT
This endorsement modifies insurance provided under the following:

BUSINESS LIABILITY COVERAGE FORM
Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. 226
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Form SL 30 32 06 21 Page 2 of 3
© 2021, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission) (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to:
(i) The exceptions contained in Paragraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products.
(2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment
(1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises
(1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to:
(a) Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or
(b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization.
d. Architects, Engineers Or Surveyors
(1) Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf:
(a) In connection with your premises;
(b) In the performance of your ongoing operations performed by you or on your behalf; or (c) In connection with "your work" and included within the "products-completed operations hazard", but only if:
(i) The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and
(ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard".
(2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies:

This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services, including:
(i) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (ii) Supervisory, surveying, inspection, architectural or engineering activities.

Form SL 30 32 06 21 Page 3 of 3
© 2021, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission) damage”, or “personal and advertising injury” arises out of the rendering of or the failure to render any professional service.
e. State Or Governmental Agency Or Subdivision Or Political Subdivision Issuing Permit (1) Any state or governmental agency or subdivision or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit.
(2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to:
(a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or (b) "Bodily injury" or "property damage" included within the "products-completed operations hazard". f. Any Other Party
(1) Any other person or organization who is not in one of the categories or classes listed above in Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf:
(a) In the performance of your ongoing operations performed by you or on your behalf; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products-completed operations hazard", but only if:
(i) The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and
(ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard".
(2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies:

This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including:
(a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, surveying, inspection, architectural or engineering activities.

This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the “bodily injury”, “property damage”, or “personal and advertising injury” arises out of the rendering of or the failure to render any professional service described in Paragraphs f.(2)(a) or f.(2)(b) above. 228
Form SL 00 00 10 18 Page 1 of 22
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission)

BUSINESS LIABILITY COVERAGE FORM
Various provisions in this Policy restrict coverage. Read the entire Policy carefully to determine rights, duties and what is and is not covered.

Throughout this Coverage Part the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the insurance company shown in the Declarations. "Policy period", as used in this Coverage Part, means the period from the effective date of this Coverage Part to the expiration date of the Coverage Part as stated in the Declarations or the date of cancellation, whichever is earlier.

The word "insured" means any person or organization qualifying as such under Section C. Who Is An Insured.

Other words and phrases that appear in quotation marks have special meaning. Refer to Section F. Liability And Medical Expenses Definitions.

A. COVERAGES

1. Business Liability Coverage (Bodily Injury, Property Damage, Personal And Advertising Injury) Insuring Agreement
a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury", "property damage" or "personal and advertising injury" to which this insurance does not apply.

We may, at our discretion, investigate any "occurrence" or offense and settle any claim or "suit" that may result. But:
(1) The amount we will pay for damages is limited as described in Section D. Liability And Medical Expenses Limits Of Insurance; and
(2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses to which this insurance applies.

No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Coverage Extension - Supplementary Payments.
b. This insurance applies:
(1) To "bodily injury" and "property damage" only if:
(a) The “bodily injury” or “property damage” is caused by an “occurrence” that takes place in the “coverage territory”;
(b) The "bodily injury" or "property damage" occurs during the policy period; and (c) Prior to the policy period, no insured listed under Paragraph 1. of Section C. Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. (2) To "personal and advertising injury" caused by an offense arising out of your business, but only if the offense was committed in the "coverage territory" during the policy period. c. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section C. Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim:
(1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or
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(May include copyrighted material of Insurance Services Office, Inc., with its permission) (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur.
d. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". e. Incidental Medical Malpractice
(1) "Bodily injury" arising out of the rendering of or failure to render professional health care services as a physician, dentist, nurse, emergency medical technician or paramedic shall be deemed to be caused by an "occurrence", but only if:
(a) The physician, dentist, nurse, emergency medical technician or paramedic is employed by you to provide such services; and
(b) You are not engaged in the business or occupation of providing such services. (2) For the purpose of determining the limits of insurance for incidental medical malpractice, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence".

2. Medical Expenses
Insuring Agreement
a. We will pay medical expenses as described below for "bodily injury" caused by an accident:
(1) On premises you own or rent;
(2) On ways next to premises you own or rent; or
(3) Because of your operations;
provided that:
(1) The accident takes place in the "coverage territory" and during the policy period; (2) The expenses are incurred and reported to us within three years of the date of the accident; and (3) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require.
b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for:
(1) First aid administered at the time of an accident;
(2) Necessary medical, surgical, x-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services.

3. Coverage Extension - Supplementary Payments
a. We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend:
(1) All expenses we incur.
(2) Up to $1,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury" applies. We do not have to furnish these bonds.
(3) The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish, finance, arrange for, guarantee, or collateralize these bonds, whether the collateralization is characterized as premium or not. (4) All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. (5) All court costs taxed against the insured in the "suit". However, such costs do not include attorneys’ fees, attorneys’ expenses, witness or expert fees, or any other expenses of a party taxed against the insured. (6) Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer.
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(May include copyrighted material of Insurance Services Office, Inc., with its permission) (7) All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance.

Any amounts paid under (1) through (7) above will not reduce the Limits of Insurance. b. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met:
(1) The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; (2) This insurance applies to such liability assumed by the insured; (3) The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract";
(4) The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interest of the indemnitee; (5) The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and (6) The indemnitee:
(a) Agrees in writing to:
(i) Cooperate with us in the investigation, settlement or defense of the "suit"; (ii) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit";
(iii) Notify any other insurer whose coverage is available to the indemnitee; and (iv) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and
(b) Provides us with written authorization to:
(i) Obtain records and other information related to the "suit"; and (ii) Conduct and control the defense of the indemnitee in such "suit".

So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments.

Notwithstanding the provisions of Paragraph 1.b.(b) of Section B. Exclusions, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the Limits of Insurance.

Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when:
(1) We have used up the applicable limit of insurance in the payment of judgments or settlements; or (2) The conditions set forth above, or the terms of the agreement described in Paragraph (6) above, are no longer met.

B. EXCLUSIONS

1. Applicable To Business Liability Coverage
This insurance does not apply to:
a. Expected Or Intended Injury
(1) "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property; or
(2) "Personal and advertising injury" arising out of an offense committed by, at the direction of or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". 231
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© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission) b. Contractual Liability
(1) "Bodily injury" or "property damage"; or
(2) "Personal and advertising injury"
for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement.

This exclusion does not apply to liability for damages because of:
(a) "Bodily injury", "property damage" or "personal and advertising injury" that the insured would have in the absence of the contract or agreement; or
(b) "Bodily injury" or "property damage" assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purpose of liability assumed in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage" provided:
(i) Liability to such party for, or for the cost of, that party’s defense has also been assumed in the same "insured contract"; and
(ii) Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged.
c. Liquor Liability
"Bodily injury" or "property damage" for which any insured may be held liable by reason of:
(1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol;
(3) Providing or failing to provide transportation with respect to any person that may be under the influence of alcohol; or
(4) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages.

However, this exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. For the purposes of this exclusion, permitting a person to bring alcoholic beverages on your premises, for consumption on your premises, whether or not a fee is charged or a license is required for such activity, is not by itself considered the business of selling, serving, or furnishing alcoholic beverages.
d. Workers' Compensation And Similar Laws
Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law.
e. Employer’s Liability
"Bodily injury" to:
(1) An "employee" of the insured arising out of and in the course of:
(a) Employment by the insured; or
(b) Performing duties related to the conduct of the insured’s business; or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of (1) above.

This exclusion applies:
(1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury.
232
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© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission) This exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pollution
(1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants":
(a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to any insured. However, this paragraph does not apply to:
(i) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (ii) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to this Coverage Part as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; (c) Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for:
(i) Any insured; or
(ii) Any person or organization for whom you may be legally responsible; (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this paragraph does not apply to:
(i) "Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being performed by such insured, contractor or subcontractor;
(ii) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; or (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured’s behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants".
(2) Any loss, cost or expense arising out of any:
(a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or
(b) Claim or “suit” by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". 233
Form SL 00 00 10 18 Page 6 of 22
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission) However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. g. Aircraft, Auto Or Watercraft
(1) Unmanned Aircraft
"Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft". Use includes operation and "loading or unloading".

This Exclusion g.(1) applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "bodily injury” or “property damage” arises out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft".
(2) Aircraft (Other Than Unmanned Aircraft), Auto or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft (other than “unmanned aircraft”), "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading".

This Exclusion g.(2) applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "bodily injury" or "property damage" arises out of the ownership, maintenance, use or entrustment to others of any aircraft (other than “unmanned aircraft”), "auto" or watercraft that is owned or operated by or rented or loaned to any insured.

This Exclusion g.(2) does not apply to:
(a) A watercraft while ashore on premises you own or rent; (b) A watercraft you do not own that is:
(i) Less than 51 feet long; and
(ii) Not being used to carry persons or property for a charge; (c) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured;
(d) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft (other than “unmanned aircraft”) or watercraft;
(e) "Bodily injury" or "property damage" arising out of:
(i) The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment"; or
(ii) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of “mobile equipment” if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where it is licensed or principally garaged; or
(f) An aircraft (other than “unmanned aircraft”) that is not owned by any insured and is hired, chartered or loaned with a paid crew. However, this exception does not apply if the insured has any other insurance for such "bodily injury" or "property damage", whether the other insurance is primary, excess, contingent or on any other basis.
h. Mobile Equipment
"Bodily injury" or "property damage" arising out of:
(1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or
(2) The use of “mobile equipment” in, or while in practice or preparation for, a prearranged racing, speed or demolition contest or in any stunting activity.
234
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© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission) i. War
"Bodily injury", "property damage" or "personal and advertising injury", however caused, arising, directly or indirectly, out of:
(1) War, including undeclared or civil war;
(2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these.
j. Professional Services
"Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional service. This includes but is not limited to:
(1) Legal, accounting or advertising services;
(2) Preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; (3) Supervisory, inspection, architectural or engineering activities; (4) Medical, surgical, dental, x-ray or nursing services, treatment, advice or instruction; (5) Any health or therapeutic service treatment, advice or instruction; (6) Any service, treatment, advice or instruction for the purpose of appearance or skin enhancement, hair removal or replacement or personal grooming;
(7) Optical or hearing aid services including the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; (8) Optometry or optometric services including but not limited to examination of the eyes and the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products; (9) Any:
(a) Body piercing (not including ear piercing);
(b) Tattooing, including but not limited to the insertion of pigments into or under the skin; and (c) Similar services;
(10)Pharmaceutical services including but not limited to:
(a) The administering, prescribing, preparing, distributing or compounding of pharmaceutical drugs, vaccinations, immunizations or any of their component parts; (b) The providing of or failure to provide home health care or home infusion products or services; and (c) Advising and consulting customers;
(11)Computer consulting, design or programming services, including web site design.

Paragraphs (4) and (5) of this exclusion do not apply to the Incidental Medical Malpractice coverage afforded under Paragraph 1.e. in Section A. Coverages.
k. Damage To Property
"Property damage" to:
(1) Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises;
235
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(May include copyrighted material of Insurance Services Office, Inc., with its permission) (3) Property loaned to you;
(4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or
(6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it.

Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D. Limits Of Insurance.

Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you.

Paragraphs (3) and (4) of this exclusion do not apply to the use of elevators.

Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement.

Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at a job site.

Paragraph (6) of this exclusion does not apply to "property damage" included in the "products-completed operations hazard".
l. Damage To Your Product
"Property damage" to "your product" arising out of it or any part of it. m. Damage To Your Work
"Property damage" to "your work" arising out of it or any part of it and included in the "products-completed operations hazard".

This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor.
n. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of:
(1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms.

This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. o. Recall Of Products, Work Or Impaired Property
Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of:
(1) "Your product";
(2) "Your work"; or
(3) "Impaired property";
if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. p. Personal And Advertising Injury
"Personal and advertising injury":
(1) Arising out of oral, written, electronic, or any other manner of publication of material, if done by or at the direction of the insured with knowledge of its falsity; 236
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(May include copyrighted material of Insurance Services Office, Inc., with its permission) (2) Arising out of oral, written, electronic, or any other manner of publication of material whose first publication took place before the beginning of the policy period; (3) Arising out of a criminal act committed by or at the direction of the insured; (4) Arising out of any breach of contract, except an implied contract to use another’s "advertising idea" in your "advertisement";
(5) Arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement";
(6) Arising out of the wrong description of the price of goods, products or services; (7) Arising out of:
(a) Any actual or alleged infringement or violation of any intellectual property rights, such as copyright, patent, right of publicity, trademark, trade dress, trade name, trade secret, service mark or other designation of origin or authenticity; or
(b) Any injury or damage alleged in any claim or “suit” that also alleges an infringement or violation of any intellectual property right, whether such allegation of infringement or violation is made against you, or by you or by any other party involved in the claim or “suit”, regardless of whether this insurance would otherwise apply.

However, this exclusion does not apply if the only allegation in the claim or “suit” involving any intellectual property right is limited to:
(i) Infringement, in your “advertisement”, of:
a. Copyright;
b. Slogan; unless the slogan is also a trademark, trade dress, trade name, service mark or other designation of origin or authenticity; or
c. Title of any literary or artistic work; or
(ii) Copying, in your “advertisement”, a person’s or organization’s “advertising idea” or style of “advertisement”.

Paragraph (7)(b)ii above shall not apply to claims or “suits” alleging infringement or violation of trademark, trade dress, trade name, service mark or other designation of origin or authenticity. (8) Arising out of an offense committed by an insured whose business is:
(a) Advertising, broadcasting, publishing or telecasting; (b) Designing or determining content of web sites for others; or (c) An Internet search, access, content or service provider.

However, this exclusion does not apply to Paragraphs a., b. and c. under the definition of "personal and advertising injury" in Section F. Liability And Medical Expenses Definitions.

For the purposes of this exclusion, the placing of frames, borders, or links, or advertising, for you or others anywhere on the Internet, is not by itself, considered the business of advertising, broadcasting, publishing or telecasting;
(9) Arising out of an electronic chat room or bulletin board the insured hosts, owns, or over which the insured exercises control;
(10)Arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatags, or any other similar tactics to mislead another's potential customers; (11)Arising out of the violation of a person's right of privacy created by any state or federal act.

However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act;
(12)Arising out of:
(a) Advertising content for others on your web site;
(b) Placing a link to a web site of others on your web site; 237
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(May include copyrighted material of Insurance Services Office, Inc., with its permission) (c) Content from a web site of others displayed within a frame or border on your web site. Content includes information, code, sounds, text, graphics or images; or (d) Computer code, software or programming used to enable:
(i) Your web site; or
(ii) The presentation or functionality of an "advertisement" or other content on your web site; (13)Arising out of a violation of any anti-trust law;
(14)Arising out of the fluctuation in price or value of any stocks, bonds or other securities; (15)Arising out of any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information.

This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of any access to or disclosure of any person's or organization's confidential or personal information; or
(16)Arising out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft". Use includes operation and "loading or unloading".

This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "personal and advertising injury" arises out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft".

However, this exclusion does not apply if the only allegation in the claim or "suit" involves an intellectual property right which is limited to:
(a) Infringement, in your "advertisement", of:
(i) Copyright;
(ii) Slogan; or
(iii) Title of any literary or artistic work; or
(b) Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement".
q. Access Or Disclosure Of Confidential Or Personal Information And Data-Related Liability (1) Damages because of “bodily injury” or “property damage” arising out of any access to or disclosure of any person’s or organization’s confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or
(2) Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data".

This exclusion applies even if such damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in Paragraphs (1) or (2) above.

However, unless Paragraph (1) above applies, this exclusion does not apply to damages because of “bodily injury”.
r. Employment-Related Practices
"Bodily injury" or "personal and advertising injury" to:
(1) A person arising out of any:
(a) Refusal to employ that person;
(b) Termination of that person's employment; or
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(May include copyrighted material of Insurance Services Office, Inc., with its permission) (c) Employment-related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination, malicious prosecution or false arrest directed at that person; or
(2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" or "personal and advertising injury" to that person at whom any of the employment-related practices described in Paragraphs (a), (b), or (c) above is directed.

This exclusion applies:
(1) Whether the injury-causing event described in Paragraphs (a), (b), or (c) above occurs before employment, during employment or after employment of that person; (2) Whether the insured may be liable as an employer or in any other capacity; and (3) To any obligation to share damages with or repay someone else who must pay damages because of the injury.
s. Asbestos
(1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the "asbestos hazard".
(2) Any damages, judgments, settlements, loss, costs or expenses that:
(a) May be awarded or incurred by reason of any claim or “suit” alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard";
(b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of any claim or “suit” for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard".
t. Recording And Distribution Of Material Or Information In Violation Of Law "Bodily injury", "property damage", or "personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate:
(1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; (3) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or
(4) Any federal, state or local statute, ordinance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information.

Damage To Premises Rented To You – Exception For Damage By Fire, Lightning Or Explosion Exclusions c. through h. and k. through o. do not apply to damage by fire, lightning or explosion to premises rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance.

2. Applicable To Medical Expenses Coverage
We will not pay expenses for "bodily injury":
a. Any Insured
To any insured, except "volunteer workers".
b. Hired Person
To a person hired to do work for or on behalf of any insured or a tenant of any insured. 239
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(May include copyrighted material of Insurance Services Office, Inc., with its permission) c. Injury On Normally Occupied Premises
To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation And Similar Laws
To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities
To a person injured while practicing, instructing or participating in any physical exercises or games, sports or athletic contests.
f. Products-Completed Operations Hazard
Included with the "products-completed operations hazard". g. Business Liability Exclusions
Excluded under Business Liability Coverage.

C. WHO IS AN INSURED

1. If you are designated in the Declarations as:
a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business, other than that described in b. through e. below, of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers.
d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees.

2. Each of the following is also an insured:
a. Employees And Volunteer Workers
Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business.

However, none of these "employees" or "volunteer workers" are insureds for:
(1) "Bodily injury" or "personal and advertising injury":
(a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), or to a co-"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co-"employee" or that "volunteer worker" as a consequence of Paragraph (1)(a) above;
(c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services.

If you are not in the business of providing professional health care services, Paragraph (d) does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage" to property:
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(May include copyrighted material of Insurance Services Office, Inc., with its permission) (a) Owned, occupied or used by:
(b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager
Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager.
c. Temporary Custodians Of Your Property
Any person or organization having proper temporary custody of your property if you die, but only:
(1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die
Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance.
e. Unnamed Subsidiary
Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part.

The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance.

3. Newly Acquired Or Formed Organization
Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However:
a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and b. Coverage under this provision does not apply to:
(1) "Bodily injury" or "property damage" that occurred; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization.

4. Operator Of Mobile Equipment
With respect to "mobile equipment" any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to:
a. "Bodily injury" to a co-"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision.

5. Operator Of Nonowned Watercraft
With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons or property for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability.

However, no person or organization is an insured with respect to:
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(May include copyrighted material of Insurance Services Office, Inc., with its permission) a. "Bodily injury" to a co-"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision.

No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations.

D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE

1. The Most We Will Pay
The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of:
a. Insureds;
b. Claims made or "suits" brought; or
c. Persons or organizations making claims or bringing "suits".

2. Aggregate Limits
The most we will pay for:
a. Damages because of "bodily injury" and "property damage" included in the "products-completed operations hazard" is the Products-Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations.

This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion.

3. Each Occurrence Limit
Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations.

The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations.

4. Personal And Advertising Injury Limit
Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations.

5. Damage To Premises Rented To You Limit
The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner.

In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these.

6. How Limits Apply To Additional Insureds
The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of:
a. The limits of insurance required in a written contract, written agreement or permit; or b. The Limits of Insurance shown in the Declarations.

Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section.

If more than one limit of insurance under this Policy and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this Policy and the endorsements is the single highest limit of liability of all 242
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(May include copyrighted material of Insurance Services Office, Inc., with its permission) coverages applicable to such claim or "suit". However, this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above.

The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance.

E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS

1. Bankruptcy
Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part.

2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense
You or any additional insured under this Coverage Part must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include:
(1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim
If a claim is made or "suit" is brought against any insured, you or any additional insured under this Coverage Part must:
(1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable.

You or any additional insured under this Coverage Part must see to it that we receive a written notice of the claim or "suit" as soon as practicable.
c. Assistance And Cooperation Of The Insured
You and any other involved insured must:
(1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or “suit”;
(2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation, settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insured's Own Cost
No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insured's Other Insurance
If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured under this Coverage Part, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity.

However, this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with such additional insured's own insurance.
f. Knowledge Of An Occurrence, Offense, Claim Or Suit
Paragraphs a. and b. apply to you or to any additional insured under this Coverage Part only when such "occurrence", offense, claim or "suit" is known to:
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(May include copyrighted material of Insurance Services Office, Inc., with its permission) (1) You or any additional insured under this Coverage Part that is an individual; (2) Any partner, if you or an additional insured under this Coverage Part is a partnership; (3) Any manager, if you or an additional insured under this Coverage Part is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured under this Coverage Part is a corporation;
(5) Any trustee, if you or an additional insured under this Coverage Part is a trust; or (6) Any elected or appointed official, if you or an additional insured under this Coverage Part is a political subdivision or public entity.

This Paragraph f. applies separately to you and any additional insured under this Coverage Part.

3. Legal action Against Us
No person or organization has a right under this Coverage Part:
a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with.

A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative.

4. Separation Of Insureds
Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Policy to the first Named Insured, this insurance applies:
a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or "suit" is brought.

5. Representations
a. When You Accept This Policy
By accepting this Policy, you agree:
(1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this Policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards
If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure.

6. Other Insurance
If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows:
a. Primary Insurance
This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance
This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis:
(1) Your Work
That is Fire, Extended Coverage, Builder's Risk, Installation Risk, Owner Controlled Insurance Program or OCIP, Contractor Controlled Insurance Program or CCIP, Wrap Up Insurance or similar coverage for "your work";
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(May include copyrighted material of Insurance Services Office, Inc., with its permission) (2) Premises Rented To You
That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner;
(3) Tenant Liability
That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft
If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section B. Exclusions.
(5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section B. Exclusions.
(6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or
(7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured.

However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part:
(a) Primary Insurance When Required By Contract
This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below.
(b) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance.

Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured.

When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers.

When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of:
(1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and
(2) The total of all deductible and self-insured amounts under all that other insurance.

We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part.
c. Method Of Sharing
If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first.
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(May include copyrighted material of Insurance Services Office, Inc., with its permission) If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer’s share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers.

7. Transfer Of Rights Of Recovery Against Others To Us
a. Transfer Of Rights Of Recovery
If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage.

F. LIABILITY AND MEDICAL EXPENSES DEFINITIONS

1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purpose of this definition:
a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and
b. Regarding web sites, only that part of a web site that is about your goods, products or services for the purpose of attracting customers or supporters is considered an advertisement.

2. "Advertising idea" means any idea for an "advertisement".

3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form.

4. "Auto" means:
a. A land motor vehicle, trailer or semi-trailer designed for travel on public roads, including any attached machinery or equipment; or
b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where it is licensed or principally garaged.

However, "auto" does not include "mobile equipment".

5. "Bodily injury" means physical:
a. Injury;
b. Sickness; or
c. Disease
sustained by a person and, if arising out of the above, mental anguish or death at any time.

6. "Coverage territory" means:
a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; c. All other parts of the world if the injury or damage arises out of:
(1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or
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(May include copyrighted material of Insurance Services Office, Inc., with its permission) (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication.
provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory, or in a settlement we agree to.

7. "Electronic data" means information, facts or computer programs stored as or on, created or used on, or transmitted to or from computer software (including systems and applications software), on hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other repositories of computer software which are used with electronically controlled equipment. The term computer programs, referred to in the foregoing description of “electronic data”, means a set of related electronic instructions which direct the operations and functions of a computer or device connected to it, which enable the computer or device to receive, process, store, retrieve or send data.

8. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker".

9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, bylaws or any other similar governing document.

10. "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be.

11. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because:
a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or
b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by:
a. The repair, replacement, adjustment or removal of "your product" or "your work"; or b. Your fulfilling the terms of the contract or agreement.

12. "Insured contract" means:
a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage To Premises Rented To You limit described in Section D. Liability And Medical Expenses Limits Of Insurance. b. A sidetrack agreement;
c. Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d. Any obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality;
e. An elevator maintenance agreement; or
f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement.

Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road-beds, tunnel, underpass or crossing.

However, Paragraph f. does not include that part of any contract or agreement:
(1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of:
(a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or
247
Form SL 00 00 10 18 Page 20 of 22
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission) (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities.

13. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker".

14. "Loading or unloading" means the handling of property:
a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto";
b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto".

15. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment:
a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads;
d. Vehicles, whether self-propelled or not, on which are permanently mounted:
(1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c., or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types:
(1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or
(2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c., or d. above maintained primarily for purposes other than the transportation of persons or cargo.

However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos":
(1) Equipment, of at least 1,000 pounds gross vehicle weight, designed primarily for:
(a) Snow removal;
(b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning;
(2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and
(3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment.

However, “mobile equipment” does not include any land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where they are licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law or motor vehicle registration law are considered “autos”.

16. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions.

17. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses:
248
Form SL 00 00 10 18 Page 21 of 22
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission) a. False arrest, detention or imprisonment;
b. Malicious prosecution;
c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person or organization occupies, committed by or on behalf of its owner, landlord or lessor;
d. Oral, written, electronic, or any other manner of publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written, electronic, or any other manner of publication of material that violates a person's right of privacy; f. Copying, in your "advertisement", a person’s or organization’s "advertising idea" or style of "advertisement"; or g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement".

18. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed.

19. "Products-completed operations hazard";
a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except:
(1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed to be completed at the earliest of the following times:
(a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site.
(c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project.

Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed.

The "bodily injury" or "property damage" must occur away from premises you own or rent, unless your business includes the selling, handling or distribution of "your product" for consumption on premises you own or rent.
b. Does not include "bodily injury" or "property damage" arising out of:
(1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; or
(2) The existence of tools, uninstalled equipment or abandoned or unused materials.

20. "Property damage" means:
a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of "occurrence" that caused it.

As used in this definition, "electronic data" is not tangible property.

21. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes:
a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or
b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent.
249
Form SL 00 00 10 18 Page 22 of 22
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission)

22. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions.

23. "Unmanned aircraft" means an aircraft that is not:
a. Designed;
b. Manufactured; or
c. Modified after manufacture;
to be controlled directly by a person from within or on the aircraft.

24. "Volunteer worker" means a person who:
a. Is not your "employee";
b. Donates his or her work;
c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you.

25. "Your product":
a. Means:
(1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by:
(a) You;
(b) Others trading under your name; or
(c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products.
b. Includes:
(1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and
(2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold.

26. "Your work":
a. Means:
(1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes:
(1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and
(2) The providing of or failure to provide warnings or instructions. 250
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Form SC 00 03 10 18 Page 1 of 1
Process Date: 05/18/2026 © 2018, The Hartford Policy Expiration Date: 06/27/2027 (May include copyrighted material of Insurance Services Office, Inc., with its permission)

AMENDMENT OF THE DECLARATIONS - ADDITIONAL PERSONS OR

ORGANIZATIONS DESIGNATED AS NAMED INSUREDS
POLICY NUMBER: 72 SBA BM5UX0
The following person(s) or organization(s) are added to the Declarations as Named Insureds:

Named Insured DBA Name
Kimco Urbanflex Investments
Kosmont & Associates, Inc. DBA Kosmont Companies
Southern California Regional Center, LLC DBA
California Golden Fund
Kosmont Transactions Services, Inc. DBA Kosmont
Financial Services and KFS
Kosmont Transactions Services, Inc. DBA Kosmont
Financial Services
Kosmont Operations & Opportunity Locators, Inc.

Urbanflex Investments, LLC
Kosmont Real Estate Services, DBA Kosmont Realty
251
Administrative
Report
H.7., File # 26-0554 Meeting Date: 7/7/2026
To: MAYOR AND CITY COUNCIL
From: ANDREW WINJE, PUBLIC WORKS DIRECTOR
TITLE
APPROVE FINAL TRACT MAP NO. 84401 (FOR THE 43 UNIT RESIDENTIAL CONDOMINIUM PROJECT, AT 122 AND 126 N PACIFIC COAST HIGHWAY AND 208 CENTRAL COURT) AND AUTHORIZE THE CITY CLERK TO CERTIFY THE MAP’S APPROVAL

EXECUTIVE SUMMARY
Pursuant to State law and Title 10 of the Redondo Beach Municipal Code, a subdivider shall prepare subdivision maps consistent with the design standards and improvement standards adopted by the City and file them with the County Recorder’s Office. When that map is a tract map, the City Council is required to approve the final tract map prior to the map being recorded with the County.

The City Engineer has determined and so certified that Final Tract Map No. 84401 conforms to the requirements of Title 10 of the Municipal Code, the California Environmental Quality Act (CEQA), and the State Subdivision Map Act and is substantially the same as it appeared on the approved tentative map and approved amendments thereto. The Los Angeles County Engineer is now ready to record the map with the Los Angeles County Recorder’s Office upon approval by the City Council and certification by the City Clerk of the Council’s approval. Therefore, staff is recommending the City Council approve Final Tract Map No. 84401 and authorize the City Clerk to certify the map’s approval.

BACKGROUND
On February 20, 2025, the Planning Commission adopted Resolution No. 2025-02-PCR-01 approving a CEQA exemption declaration and granting the requests for a Conditional Use Permit, Planning Commission Design Review, and the Vesting Tentative Tract Map No. 84401 for the construction of a 43-unit residential condominium project, including three units which are affordable to very low-income households. The proposed project is located at 122 and 126 N. Pacific Coast Highway and 208 Central Court (APNs 7505-010-015, 7505-010-036, and 7505-010-035) within a High-Density, Multiple-Family Residential (R-2H) zone and Low-Density Multiple-Family Residential (R-3) zone.

The City Engineer has also reviewed the Map and determined that it complies with requirements of Title 10 of the Municipal Code, CEQA, and the State Subdivision Map Act and is substantially the same as it appeared on the City Council approved tentative map and approved amendments thereto.

Tract Map No. 84401 is within the 36-month vesting period for recordation and is ready for recording

Page 1 of 2 ends

252
H.7., File # 26-0554 Meeting Date: 7/7/2026
with the Los Angeles County Recorder’s Office upon approval of the final map by the City Council.

Therefore, the City Engineer recommends that Final Tract Map 84401 be approved by the City Council and that the City Clerk be authorized to certify the map’s approval. The Map has been reviewed by the Community Development Department Director, who concurs with the recommendation of the City Engineer.

COORDINATION
This item was coordinated by staff in the Public Works and Community Development Departments.

FISCAL IMPACT
The cost for reviewing the Map is included in the Public Works Department’s annual operating budget.

APPROVED BY:

Mike Witzansky, City Manager

ATTACHMENTS
· Tract Map No. 84401
· Letter - County of Los Angeles Department of Public Works Letter Re: Tract Map No. 84401 · Exhibit - Site Location Tract Map No. 84401

Page 2 of 2 ends

253

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257
Administrative
Report
H.8., File # 26-0704 Meeting Date: 7/7/2026
To: MAYOR AND CITY COUNCIL
From: ELIZABETH HAUSE, COMMUNITY SERVICES DIRECTOR
TITLE
ADOPT BY TITLE ONLY RESOLUTION NO. CC-2607-048, A RESOLUTION OF THE CITY

COUNCIL OF THE CITY OF REDONDO BEACH, CALIFORNIA, PROCLAIMING SUNDAY, SEPTEMBER 13, 2026 AS “OPEN WATER SWIM DAY” IN THE CITY OF REDONDO BEACH IN

SPONSORSHIP AND SUPPORT OF THE EIGHTH ANNUAL SWIM THE AVENUES WATER

SPORTS EVENT TO BE HELD IN THE CITY OF REDONDO BEACH COASTAL WATERS AND IN APPRECIATION OF THE COUNTY OF LOS ANGELES’ EFFORTS TO PERMIT THE EVENT AND

PROVIDE LOGISTICAL SUPPORT

EXECUTIVE SUMMARY
The City has historically partnered with the County of Los Angeles, local water sports professionals, and businesses to create and host open water swim events in the coastal waters off Redondo Beach.

Staff recommends the City continue this tradition, and, where possible, integrate internationally sanctioned swimming activities to demonstrate the capacity of the Redondo Beach coastal waters to host nationally and internationally recognized events.

Adoption of the recommended Resolution would officially recognize and support the September 13, 2026 “Swim the Avenues” open water swim event and its partnership with Los Angeles County.

BACKGROUND
The City of Redondo Beach supports increased use of its coastal waters for recreation and sporting activities and has partnered with the County of Los Angeles, local water sports professionals, and businesses to create a number of open water swim events and activate Redondo Beach coastal waters.

With approval of the recommended Resolution, the City of Redondo Beach would declare Sunday, September 13, 2026 as “Open Water Swim Day” in Redondo Beach and officially support the eighth annual “Swim the Avenues” water sports event in Redondo Beach.

Approximately 600 swimmers are expected for the 2026 event, along with an anticipated viewing audience of 1,000 spectators along the Esplanade and beaches. Of the registered swimmers, organizers expect 85% of the participants to be South Bay residents and 10% of the participants to be new to swim competitions. The event's open swim category ranges are multi-generational to promote the sport and encourage participation for all individuals, regardless of age. The event will utilize social media to post race results and live stream pre-race ceremonies, the race, and post-race

Page 1 of 2 ends

258
H.8., File # 26-0704 Meeting Date: 7/7/2026
activities.

Individuals wishing to learn more about the September 13, 2026 "Swim the Avenues" event and to register, should visit the event website:
<https://runsignup.com/Race/CA/RedondoBeach/RedondoBeachSwimTheAvenues> The City appreciates its partnership with Los Angeles County and, local sports and event promoter, Rick Crump for his expertise in organizing and implementing the open water swim event and recommends approval of the proposed Resolution.

COORDINATION
The Resolution has been approved as to form by the City Attorney's Office.

FISCAL IMPACT
The event requires the use of 10 parking spaces (free of charge) along the Esplanade, for a six-hour period, and has a de minimis impact on daily parking revenues.

APPROVED BY:

Mike Witzansky, City Manager

ATTACHMENTS
· Reso - No. CC-2607-048 Proclaiming Sunday, September 13, 2026 as Open Water Swim Day in the City of Redondo Beach

Page 2 of 2 ends

259
RESOLUTION NO. CC-2607-048

OPEN WATER SWIM DAY
PAGE NO. 1
RESOLUTION NO. CC -2607-048

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

REDONDO BEACH, CALIFORNIA, PROCLAIMING
SUNDAY, SEPTEMBER 13, 2026 AS “OPEN WATER SWIM
DAY” IN THE CITY OF REDONDO BEACH IN

SPONSORSHIP AND SUPPORT OF THE EIGHTHANNUAL

SWIM THE AVENUES WATER SPORTS EVENT TO BE

HELD IN THE CITY OF REDONDO BEACH COASTAL

WATERS AND IN APPRECIATION OF THE COUNTY OF
LOS ANGELES’ EFFORTS TO PERMIT THE EVENT AND

PROVIDE LOGISTICAL SUPPORT
WHEREAS, the City of Redondo Beach (“City”) and the County of Los Angeles (“County”) have determined that water access and coastal recreation are critical community elements in providing a healthy environment for residents and visitors to the City; and WHEREAS, the City and the County provide and promote numerous parks and recreation facilities, programs and events for public use, enjoyment and general public welfare benefit; and
WHEREAS, the City supports the increased use of its coastal waters for recreation and sporting activities and is appreciative of its collaboration with the County and the services the County provides to maintain, activate and supervise the beaches; and WHEREAS, the City has partnered with the County, local water sports professionals, and businesses to create open water swim events for the purpose of activating City’s coastal waters; and
WHEREAS, the City desires to create annual open water swim events that integrate with internationally sanctioned swimming events to promote water sports and demonstrate the capacity and attractiveness of the County and the City’s coastal waters; and WHEREAS, the sixth annual “Swim the Avenues” water sports event to be held on September 13, 2026 is expected to draw more than six hundred (600) County residents of all ages to participate in a one mile or half a mile race; and WHEREAS, approximately one thousand (1,000) local spectators will come to the event to enjoy the race and the County beach; and
WHEREAS, the City desires to declare September 13, 2026 as “Open Water Swim Day” in sponsorship and support of the “Swim the Avenues” water sports event.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF REDONDO BEACH, CALIFORNIA, DOES HEREBY RESOLVE AS FOLLOWS:

SECTION 1. That the City of Redondo Beach does hereby declare September 13, 2026 as “Open Water Swim Day” in Redondo Beach in sponsorship and support of the eighth annual “Swim the Avenues” water sports event to be held in the City of Redondo Beach coastal waters. 260
RESOLUTION NO. CC-2607-048

OPEN WATER SWIM DAY
PAGE NO. 2
SECTION 2. That the City of Redondo Beach does hereby recognize partnerships with Los Angeles County and Rick Crump for the organization and implementation of the “Open Water Swim Day”.

SECTION 3. That the City of Redondo Beach does hereby thank the County of Los Angeles for its review and permitting of the event and is grateful for the logistical services it will provide to support the event.

SECTION 4. The City Clerk shall certify to the passage and adoption of this resolution and shall enter the same in the Book of Original Resolutions.

PASSED, APPROVED AND ADOPTED this 7th day of July, 2026. ________________________________
James A. Light, Mayor
APPROVED AS TO FORM: ATTEST:
________________________________ ________________________________ Joy A. Ford, City Attorney Eleanor Manzano, CMC, City Clerk 261
RESOLUTION NO. CC-2607-048

OPEN WATER SWIM DAY
PAGE NO. 3

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss

CITY OF REDONDO BEACH )
I, Eleanor Manzano, City Clerk of the City of Redondo Beach, California, do hereby certify that Resolution No. CC-2607-048 was passed and adopted by the City Council of the City of Redondo Beach, California, at a regular meeting of said City Council held on the 7th day of July, 2026, and thereafter signed and approved by the Mayor and attested by the City Clerk, and that said resolution was adopted by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
_______________________
Eleanor Manzano, CMC
City Clerk
262
Administrative
Report
H.9., File # 26-0733 Meeting Date: 7/7/2026
To: MAYOR AND CITY COUNCIL
From: ANDREW WINJE, PUBLIC WORKS DIRECTOR
TITLE

APPROVE PLANS AND SPECIFICATIONS FOR THE CITYWIDE CURB RAMP IMPROVEMENTS PROJECT, JOB NO. 40399, AND AUTHORIZE THE CITY CLERK TO ADVERTISE THE PROJECT

FOR COMPETITIVE BIDS

EXECUTIVE SUMMARY
Public Works staff has identified locations within the City that do not meet current accessibility requirements for curb ramps. Rehabilitation of these locations will help ensure that pedestrians and persons with locomotion challenges, such as wheelchair users, can safely navigate the City’s sidewalk corridors, while also protecting the City from liability. Twenty-four ramps are scheduled to be improved as part of the proposed project. The program budget, including assumed carryover, is $1,231,000, and is available through Community Development Block Grant (CDBG), Local Return Measure M, and TDA Article III Funds.

BACKGROUND
The current phase of the Citywide Curb Ramp Improvements Project, Job No. 40399 is included in the City’s FY 2026-27 Capital Improvement Program (CIP). Staff from the Public Works Department identified curb ramps within the City that have accessibility issues and/or are in disrepair. Plans and specifications for the project have been prepared and are now ready to be advertised for competitive bids. Intersections identified for the proposed curb ramps are included as an attachment with locations sorted by Council District.

The locations included in the project have been identified through residential requests for service and Public Works inspections with particular emphasis on locations that did not have an existing ramp.

Improving these locations will allow for greater access for pedestrian traffic throughout the City and will bring the City into better compliance with portions of the Americans with Disabilities Act (ADA) dealing with municipal infrastructure.

The design of the entire project is now complete, the final plans and specifications have been finalized and are ready for a competitive bidding. The plans and specifications are available for review at the plans and specifications review area located behind the Engineering permit counter in City Hall and will be posted online by the first day of advertising.

The project includes the installation of 24 new or improved ramps spread throughout the City. The available project budget is $1,231,000 and is funded by CDBG and Local Return Measure M and TDA Article III Funds. The Engineer’s estimate for the project’s construction is $800,000, with an

Page 1 of 2 ends

263
H.9., File # 26-0733 Meeting Date: 7/7/2026
TDA Article III Funds. The Engineer’s estimate for the project’s construction is $800,000, with an additional $285,000 allocated for soft costs. Construction is expected to begin in November 2026 and is anticipated to take 50 working days to complete.

COORDINATION
Preparation of the plans and specification was coordinated by the Public Works Department, Engineering Services Division.

FISCAL IMPACT
Funding for the project totals $1,231,000 and is available through CDBG, Local Return Measure M, and TDA Article III monies. The total estimated construction expenditure is $1,085,000, including soft costs, as shown below.

APPROVED BY:

Mike Witzansky, City Manager

ATTACHMENTS
· Citywide Curb Ramp 2024 Location Maps

Page 2 of 2 ends

264
Coordinate System: NAD 1983 StatePlane California V FIPS 0405 Feet Exported: 6/24/2026

BNSF RRRR

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ST

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DEL AMO ST

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Park
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Park
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Park
McMaster
Park
El
Nido
Park
Columbia
Park
Entradero
Park
La
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Park
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Park
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Victor
Park
Paradise
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Park
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TORRANCE

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HERMOSA BEACH
REDON
DO
B
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1 2
3 4
5 AR: CURB RAMP DESIGN PROJECT
JOB NO. 40399
Curb Ramp Intersections
N.T.S.

Map ID Cross Streets District
1 ANITA ST AND HARKNESS LN 3
2 RIPLEY AVE AND MEYER LN 3
3 RIPLEY AVE AND PULLMAN LN 3
4 RIPLEY AVE AND HIGH LN 3
5 RIPLEY AVE AND HADLEY LN 3
6 ROCKEFELLER LN AND PERKINS LN 4
7 CONDON AVE AND FIRMONA AVE 4
8 ROBINSON ST AND AVIATION PL 5
9 DOOLITTLE DR 5
10 PINCKARD AVE AND VAIL AVE 5
11 VINCENT ST AND IRENA AVE 2
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HERMOSA BEACH REDONDO BEACH
1 2
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JOB NO. 40399
Curb Ramp Intersections (1)
±
N.T.S.

Map ID Cross Streets District
1 ANITA ST AND HARKNESS LN 3
2 RIPLEY AVE AND MEYER LN 3
3 RIPLEY AVE AND PULLMAN LN 3
4 RIPLEY AVE AND HIGH LN 3
5 RIPLEY AVE AND HADLEY LN 3
6 ROCKEFELLER LN AND PERKINS LN 4
7 CONDON AVE AND FIRMONA AVE 4
8 ROBINSON ST AND AVIATION PL 5
9 DOOLITTLE DR 5
10 PINCKARD AVE AND VAIL AVE 5
11 VINCENT ST AND IRENA AVE 2
Council District 2
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HUNTINGTON LN

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HARRIMAN LN

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CARLSON LN

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FOR
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N JUANITA AVE
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AMETHYST ST

N ELENA AVE
3RD ST

N GUADALUPE AVE

N GUADALUPE AVE
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W 170TH ST

VINCENT ST
168TH ST
169TH ST
171ST ST

AGATE ST
172ND ST

VACCARO AVE
10TH ST

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N LUCIA AVEE

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FL
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AVE

BONIE BRAE ST

GARNET ST

MARIALIN D A
S
T
A
M
LYN

SALTEE AVE

PACIFIC AVE
9TH ST

INGRUM WAY

BERNIST AVE
8TH ST

DIXON ST

HERRIN ST

CARVER ST

WOLLACOTT ST

DEELANE ST

AXENTY WAY
N HELB
E

RTA AVE
N HELB
E

RTA AVE

DDAARRIEIENN SSTT
1ST ST
PALM
W 173RD ST
W 171ST ST

WHITE CT
191ST ST
N
IRENA
AVE
N
IRENA
AVE

PALM WAY

ANNRITA AVE

CONDON AVE

NARROT ST NARROT ST

STEELE ST

BULOVA ST

TOUCAN ST

RINDGE LN

MILDRED AVE

ENTRADERO
AVE

TOMLEE AVE
WEN
DY
D R
WEN
DY
D R

KONYA DR

FISK LN

ARMOUR LN
7TH ST

ARVADA ST
RONALD
AV
E
RONALD
AV
E

TOWERS ST

WILMA ST

HHALIISON ST

ASTERIA ST

STURGESS
DR

HINSDALE AVE
2ND ST

MANSEL AVE

GREVILLEA AVE

BURIN AVE

DONORA AVE
KI
NGSD
ALE
AVE KI
NGSD
ALE
AVE

CARMELYNN ST

NORTON ST

PRIVATE DRIVEWAY

ARTESIA BLVD

HAWTHORNE BLVD

S MEADOWS AVE

N PACIFIC COAST HWY

SPENCER ST

S PECK AVE ECK AV
E

S BROADWAY

S REDONDO AV
E

AVIATION
B
LV
D

INGLEWOOD AVE

VICTOR ST

HAWTHORNE BLVD

EMERALD ST

HENRIETTA ST

EARL ST

DEL AMO BLVD

DIAMOND ST

GRANT AVE

DEL AMO ST

N BROADWAY

ANITA ST

KINGSDA
L
E
AVE

KINGSDA
L
E
AVE
190TH ST
PR
O

SPECT AVE PR
O

SPECT AVE
AN
ZA AVE

INGLEWOOD AVE
N
PROSP
ECT
AVE
N
PROSP
ECT
AVE

BERYL ST
182ND ST

S PROSPECT
AV
E
N CATA

LINA AVE
N CATA

LINA AVE
2ND ST

HERONDO ST
Beryl
Heights
School
Birney
School
Valor
Christian
Academy
Jefferson
School
Madison
School
Parras
Middle
School
Redondo
Union
High
School
Adams
Middle
School
Civic
Center
Transit
Center
Public
Works
Yard
USPS
Cal
Water
USPS
South
Bay
Galleria
Beach
Cities
Health
District
Pacific
Crest
Cemetery
Washington
School
SCE
R/W
SCE
R/W
SCE
R/W
SCE
Substation
SCE
Substation
SCE
Substation
South
Bay
Marketplace
Target
So
Cal
Gas
Wylie
Sump
Cresta
Mobile
Home
Park
Hermosa
View
Green
Elementary
School
Cal
Water
Mira
Costa
High
School
Towers
Elementary
West
Torrance
High
School
Victor
Elementary
School
5 4
2 3
1 Fulton
Playfield
Lilienthal
Park
Czuleger
Park
Perry
Park
Franklin
Park
Dominguez
Park
El
Nido
Park
Entradero
Park
La
Romeria
Park
Sunny
Glen
Park
Victor
Park

MANHATTAN BEACH

REDONDO BEACH

LAWNDALE

REDONDO BEACH

TORRANCE

REDONDO BEACH

HERMOSA BEACH

REDONDO BEACH
2 3
4 5
AR: CURB RAMP DESIGN PROJECT
JOB NO. 40399
Curb Ramp Intersections (5)
±
N.T.S.

Map ID Cross Streets District
1 ANITA ST AND HARKNESS LN 3
2 RIPLEY AVE AND MEYER LN 3
3 RIPLEY AVE AND PULLMAN LN 3
4 RIPLEY AVE AND HIGH LN 3
5 RIPLEY AVE AND HADLEY LN 3
6 ROCKEFELLER LN AND PERKINS LN 4
7 CONDON AVE AND FIRMONA AVE 4
8 ROBINSON ST AND AVIATION PL 5
9 DOOLITTLE DR 5
10 PINCKARD AVE AND VAIL AVE 5
11 VINCENT ST AND IRENA AVE 2
Council District 3
267
Coordinate System: NAD 1983 StatePlane California V FIPS 0405 Feet Exported: 6/24/2026 !
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BNSF RR
173RD ST
11TH ST

N IRENA AVE

N IRENA
M
A
R
NI E
R
AVE
M
A
R
NI E
R
AVE
176TH ST
177TH ST

BECKWORTH AVE

FABER ST

FABER ST
20TH ST
20TH ST
17TH ST

SPRECKELS LN

REED ST

TIMOT H
Y
AV E

STEINHART AVE

HOLLOWELL ST
163RD ST

F RM I O
NA
AVE

HARPER AVE

GOODMAN AVE

STANFORD AVE

MARSHALLFIELD LN
6TH ST

PULLMAN LN

SPEYER LN

BELMONT LN

MORGAN LN

VAN HORNE LN

WARFIELD AVE

HAYNES LN

GRAHAM AVE

GATES AVE

PLANT AVE

PERRY AVE

VOORHEES AVE

ERNEST AVE

ROBINSON ST

CURTIS AVE

DUFOUR AVE

RUHLAND AVE

FARRELL AVE

BATAAN RD

VANDERBILT LN

HUNTINGTON LN

MATHEWS AVE

CARNEGIE LN

NELSON AVE

ROCKEFELLER LN

HARRIMAN LN

CLARK LN

CARLSON LN

HAVEMEYER LN
W 159TH ST
5TH ST
1ST ST
3RD ST
159TH ST

IVES LN
170TH ST
179TH ST
180TH ST

REDBEAM AVE

HILL LN

JOHNSTON AVE
1ST PL
9TH ST
11TH ST
6TH ST
10TH ST

RALSTON LN

SPURGEON AVE

N MARIA AVEE

BLAISDELL AVE

BLAISDELL AVE
FORD
AVEE

N PAULINA AVE

ALVORD LN

RIPLEY AVE

N JUANITA AVE
T
E
19TH ST

AMETHYST ST
166TH ST
8TH PL
W 170TH ST

N GUADALUPE AVE

N GUADALUP
165TH ST
14TH ST
164TH ST
W 163RD ST
W 162ND ST
W 166TH ST
168TH ST
167TH ST
169TH ST
171ST ST

AGATE ST
172ND ST
10TH ST
15TH ST
PARK
185TH ST

N LUCIA AVE

N LUCIA AVE
13TH ST
178TH ST

CLUSTER LN

OWOSSO AVE
5TH ST
3RD ST

HAWTHORNE BLVD

TALISMANST

TALISMAN ST
12TH ST
1ST PL

CADISON ST

FLAVIAN
AVE

BONIE BRAE ST
4TH ST

VARGAS WAY

DOOLITTLE DR
A
M
Y
LN

SALTEE AVE
9TH ST

INGRUM WAY

BERNIST AVE

MANSEL AVE

GREVILLEA AVE

SOMBRA AVE

PERKINS LN
8TH ST

DIXON ST

HERRIN ST

CARVER ST

WOLLACOTT ST

DEELANE ST

AXENTY WAY

BURRITT AVE

N FRANCI

SCA AVE
ANCI

DARIEN ST
1ST ST
W 160TH ST
W 161ST ST
PALM
W 173RD ST
W 171ST ST

SEBALD AVE
191ST ST

CONDON AVE

NARROT ST

GIBSON PL

HILLCREST
DR

STEELE ST

BULOVA ST

TOUCAN ST

RINDGE LN

MILDRED AVE

ENTRADERO AVE

TOMLEE AVE

FISK LN

ARMOUR LN
7TH ST

ARVADA ST
RONAL
D
AVE
RONAL
D
AVE

TOWERS S OWERS STT

MAY AVE

WILMA ST

HHALIISON ST

STURGESS
DR

ASHLEY AVE

HINSDALE AVE

HINSDALE AVE
2ND ST

MANSEL AVE

GREVILLEA AVE

BURIN AVE

DONORA AVE

DONORA AVE
KING
SDALE
AVE

CARMELYNN ST

NORTON ST

PINCKARD AVE

WHITE CIR

PRIVATE DRIVEWAY

ARTESIA BLVD

DIAMOND ST

MANHATTAN BEACH BLVD
2ND ST

N MEADOWS AVE

AVIATION BLVD

HAWTHORNE BLVD

N PECK AVE

INGLEWOOD AVE

N REDONDO AVE

S MEADOWS AVE S MEADOWS AVE

AVIATION BLVD

GRANT AVE

S REDONDO AVE

S PECK AVE S PECK AVE

ANITA ST
8TH ST

HAWTHORNE BLVD

KINGSDALE
AV
E

KINGSDALE
AV
E
190TH ST

ARDMORE
AVE

ARDMORE

AVE HERONDO ST
PR
O

SPECT AVE

ANZA AVE
2ND ST

INGLEWOOD AVE

N PROSPECT AVE

BERYL ST
182ND ST
8TH ST
Beryl
Heights
School
Birney
School
Jefferson
School
Lincoln
School
Madison
School
South
Bay
Adult
School
(SBAS)
Adams
Middle
School
Transit
Center
Public
Works
Yard
USPS
Cal
Water
USPS
South
Bay
Galleria
Beach
Cities
Health
District
Pacific
Crest
Cemetery
Washington
School
SCE
R/W
SCE
R/W
SCE
R/W
SCE
Substation
SCE
Substation
South
Bay
Marketplace
Target
So
Cal
Gas
Wylie
Sump
Cresta
Mobile
Home
Park
Hermosa
View
Green
Elementary
School
Cal
Water
Mira
Costa
High
School
Towers
Elementary
6 7
Dale
Page
Park
Fulton
Playfield
Lilienthal
Park
Perry
Park
Franklin
Park
Anderson
Park
Dominguez
Park
El
Nido
Park
Entradero
Park
La
Romeria
Park
Sunny
Glen
Park
Polliwog
Park
Manhattan
Heights
Park

MANHATTAN BEACH

REDONDO BEACH

LAWNDALE

TORRANCE

LAWNDALE

REDONDO BEACH

TORRANCE

REDONDO BEACH

HERMOSA BEACH

REDONDO BEACH
2 3
4 5
AR: CURB RAMP DESIGN PROJECT
JOB NO. 40399
Curb Ramp Intersections (2)
±
N.T.S.

Map ID Cross Streets District
1 ANITA ST AND HARKNESS LN 3
2 RIPLEY AVE AND MEYER LN 3
3 RIPLEY AVE AND PULLMAN LN 3
4 RIPLEY AVE AND HIGH LN 3
5 RIPLEY AVE AND HADLEY LN 3
6 ROCKEFELLER LN AND PERKINS LN 4
7 CONDON AVE AND FIRMONA AVE 4
8 ROBINSON ST AND AVIATION PL 5
9 DOOLITTLE DR 5
10 PINCKARD AVE AND VAIL AVE 5
11 VINCENT ST AND IRENA AVE 2
Council District 4
268
Coordinate System: NAD 1983 StatePlane California V FIPS 0405 Feet Exported: 6/24/2026 !
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BNSF RR

HARPER AVE
176TH ST
163RD ST
170TH ST
179TH ST
180TH ST
178TH ST
12TH ST

STANFORD AVE
173RD ST

FABER ST
BE
HAW
THOR
N
E
B
LV
D
HAW
THORN
E
B
LV
D

REED ST

DOW AVE

TIMOTHYAVE

STEINHART AVE

BARKLEYLN

GOODMAN AVE

MARSHALLFIELD LN

PULLMAN LN

SPEYER LN

BELMONT LN

WARFIELD AVE

GRAHAM AVE

GATES AVE

PLANT AVE

PERRY AVE

VOORHEES AVE

ERNEST AVE

ROBINSON ST

CURTIS AVE

DUFOUR AVE

RUHLAND AVE

FARRELL AVE

BATAAN RD

VANDERBILT LN

HUNTINGTON LN

MATHEWS AVE

CARNEGIE LN

NELSON AVE

ROCKEFELLER LN

HARRIMAN LN

CLARK LN
18TH ST
22ND ST
5TH ST
1ST ST

FIRMONA AVE
3RD ST
159TH ST
19TH ST

KINGSDALE AVE

BURIN AVE

IVES LN
10TH ST
21ST ST

HILL LN

JOHNSTON AVE
23RD ST
9TH ST
11TH ST
6TH ST
10TH ST

SPURGEON AVE

BLAISDELL AVE
FOR
D
AVE
W 159TH ST
166TH ST
W 170TH ST
165TH ST
164TH ST
W 163RD ST
W 162ND ST
W 166TH ST
168TH ST
167TH ST
169TH ST
171ST ST
172ND ST
153RD ST
156TH ST
154TH ST
185TH ST

SPACE SPACE PPARARKK DDRR

GATEWAY
D
R

VARGAS WAY

VARGAS WAY
9TH ST

PERKINS LN

DIXON ST

HERRIN ST

CARVER ST

WOLLACOTT ST

AXENTY WAY

BURRITITTT AVE AVE

GREVILLEA AVE

MANSEL AVE
W 160TH ST
W 161ST ST
W 173RD ST
W 171ST ST

SEBALD AVE

GIBSON PL

CONDON AVE

BURIN AVE

MANSEL AVE

GREVILLEA AVE
METT
L
E
R
D
R METT
L
E
R
D
R

MAY AVE
KING
SDAL
E

AVE KING
SDAL
E
AVE
177 TH ST
7 DOOLITTLE DR

SANTA FE AVE
149TH ST

PINCKARD AVE

WHITE CIR

ARTESIA BLVD
2ND ST

HAWTHORNE BLVD

N PECK AV
E

INGLEWOOD AVE

N REDONDO AVE N REDONDO AVE

AVIATION
BLV
D

GRANT AVE

S REDONDO AVE

S PECK AVE
8TH ST

MANHATTAN BEACH BLVD

MARINE AVE
KIN
G SDAL
E
AVE
KIN
GSDAL
E
AVE
PRO

HAWTHORNE BLVD SPECT
AV
E

PROSPECT
AV
E

INGLEWOOD AVE
182ND ST
REDON
DO BEA
C
H AVE
REDON
DO BEA
C
H AVE

MARINE AVE
§¨¦405
Birney
School
Lincoln
School
Madison
School
South
Bay
Adult
School
(SBAS)
Adams
Middle
School
Redondo
Beach
Unified
School
District
Transit
Center
USPS
Northrop
Grumman
South
Bay
Galleria
Pacific
Crest
Cemetery
Washington
School
SCE
R/W
SCE
R/W
SCE
R/W
SCE
R/W
SCE
Substation
SCE
Substation
South
Bay
Marketplace
Target
So
Cal
Gas
Cal
Water
Lawndale
High
School
Jane
Addams
Middle
School
Green
Elementary
School
Manhattan
Beach
Middle
School
8 10
9 Dale
Page
Park
Perry
Park
Anderson
Park
Aviation
Park
El
Nido
Park
Polliwog
Park
Marine
Avenue
Park
Manhattan
Heights
Park
Marine
Sports
Park

HAWTHORNE

MANHATTAN BEACH

HAWTHORNE

LAWNDALE

HAWTHORNE

REDONDO BEACH

MANHATTAN BEACH

REDONDO BEACH

LAWNDALE

REDONDO BEACH

TORRANCE

REDONDO BEACH

HERMOSA BEACH

REDONDO BEACH
3 4
5 AR: CURB RAMP DESIGN PROJECT
JOB NO. 40399
Curb Ramp Intersections (3)
±
N.T.S.

Map ID Cross Streets District
1 ANITA ST AND HARKNESS LN 3
2 RIPLEY AVE AND MEYER LN 3
3 RIPLEY AVE AND PULLMAN LN 3
4 RIPLEY AVE AND HIGH LN 3
5 RIPLEY AVE AND HADLEY LN 3
6 ROCKEFELLER LN AND PERKINS LN 4
7 CONDON AVE AND FIRMONA AVE 4
8 ROBINSON ST AND AVIATION PL 5
9 DOOLITTLE DR 5
10 PINCKARD AVE AND VAIL AVE 5
11 VINCENT ST AND IRENA AVE 2
Council District 5
269
Administrative
Report
H.10., File # 26-0743 Meeting Date: 7/7/2026
To: MAYOR AND CITY COUNCIL
From: ELIZABETH HAUSE, COMMUNITY SERVICES DIRECTOR
TITLE
APPROVE A LICENSE AGREEMENT FOR SPECIAL EVENT SERVICES WITH NIKE, INC. FOR THE NIKE AFTER DARK RUN HALF MARATHON EVENT SCHEDULED FOR OCTOBER 24, 2026

EXECUTIVE SUMMARY
Nike, Inc. is proposing to host the Nike After Dark Run, a half marathon event, in Redondo Beach on October 24, 2026. The event would utilize Seaside Lagoon as the primary event venue and staging area and would include a race route through portions of Redondo Beach's waterfront and other various residential and commercial areas. The event is anticipated to attract thousands of participants and spectators and would be supported by extensive community outreach, traffic management, public safety planning, and event operations.

The proposed Agreement grants Nike the use of Seaside Lagoon, designated parking facilities, and a defined race route in exchange for a $320,000 license fee, reimbursement of all City service costs, and several community benefits, including a youth soccer clinic and complimentary race entries for City distribution. Following additional community outreach, Nike personnel will present the final logistical details of the marathon event at a City Council meeting in September.

BACKGROUND
Nike has selected Redondo Beach as the host location for the Los Angeles stop of its Nike After Dark Tour, a global nighttime running series designed specifically to encourage and celebrate women's participation in sport. Redondo Beach is one of only seven cities worldwide selected to host a 2026 Nike After Dark Tour event, joining London, Shanghai, Sydney, Mexico City, Manila, and Mumbai.

The event series combines distance running with community, culture, and wellness, while creating an environment intended to encourage women to run together in a supportive nighttime setting.

The proposed event would occur on Saturday, October 24, 2026, and is expected to attract approximately 12,000 participants from throughout Southern California and beyond. Seaside Lagoon would serve as the event headquarters, hosting participant packet pickup, sponsor and community activations, food and beverage concessions, entertainment, and other race-related activities throughout the event weekend.

The race route would travel throughout portions of the King Harbor Waterfront area, Catalina Avenue corridor, The Esplanade, Riviera Village, as well as the cities of Hermosa Beach and Torrance, before returning to the waterfront. Temporary street closures would be required to safely conduct the event.

Harbor Drive would be closed beginning the evening of October 23, while the remainder of the race

Page 1 of 3 ends

270
H.10., File # 26-0743 Meeting Date: 7/7/2026
Harbor Drive would be closed beginning the evening of October 23, while the remainder of the race route would be closed on October 24 during event operations.

Nike would receive exclusive use of Seaside Lagoon, the adjacent north parking lot, the southern event parking lot, the JCS parking lot, portions of Harbor Drive, and other designated event areas during specified setup, event, and breakdown periods. Event load-in activities would begin on October 17, 2026, with complete load-out occurring no later than October 27, 2026.

As part of the Agreement, Nike is required to implement a comprehensive community outreach program in coordination with the City for affected businesses, residents, hotels, churches, and other community stakeholders. Outreach activities will include direct mail notifications, email communications, stakeholder meetings, access planning, construction and traffic updates, along with ongoing coordination with City Departments and affected parties. Nike has designated a dedicated community outreach team that will serve as the primary point of contact for businesses, residents, and stakeholders before, leading up to, and during the event. The outreach team will proactively engage the community, respond to questions and concerns, and work collaboratively with the City to identify and implement reasonable measures to minimize impacts wherever practicable.

The Agreement also requires Nike to provide a community benefit focused on youth participation in sports. The parties have agreed that this requirement will be satisfied through a youth soccer clinic for up to 100 participants, conducted at no cost to participants or the City. In addition, Nike will provide 100 complimentary race entries for distribution by the City.

Nike will be responsible for obtaining all necessary permits, providing event staffing, security, traffic control measures, portable restrooms, event infrastructure, and all other operational requirements necessary to conduct the event. Nike will also reimburse the City for all Police, Fire, Public Works, and other municipal services required to support the event.

The proposed event represents a significant activation of the City's Waterfront and public spaces and is expected to generate substantial visitation to Redondo Beach. As one of only a limited number of Nike After Dark Tour host cities worldwide, Redondo Beach will receive national and international exposure through Nike's global event platform. The event aligns with the City's goal of supporting high-quality special events that attract visitors, showcase the community, support local businesses, and generate revenue to offset impacts to City facilities and services.

Staff has worked extensively with Nike and its event management team to develop operational plans addressing public safety, traffic management, business access, community outreach, and event logistics. Additional operational planning will continue in coordination with the Police Department, Fire Department, Public Works Department, and other City Departments leading up to the event.

The Agreement requires Nike to indemnify the City, maintain insurance coverage meeting City requirements, reimburse all municipal service costs, restore all event areas to their pre-event condition, and comply with all applicable federal, state, and local laws and regulations.

Staff recommends approval of the proposed License Agreement with Nike, Inc. for the Nike After Dark Run. For use of all identified licensed areas, Nike will pay a license fee of $320,000.

Page 2 of 3 ends

271
H.10., File # 26-0743 Meeting Date: 7/7/2026

COORDINATION
The License Agreement was prepared in coordination with outside counsel and the City Attorney’s Office and reflects the City’s contemporary license agreement standards.

FISCAL IMPACT
For use of the identified licensed areas, Nike will pay a license fee of $320,000 and reimburse the City for all municipal services costs required to support the event.

APPROVED BY:

Mike Witzansky, City Manager

ATTACHMENTS
· Agmt - License Agreement with Nike, Inc.

Page 3 of 3 ends

272
1 AGREEMENT FOR SPECIAL EVENT SERVICES

AND REVOCABLE LICENSE
(Nike After Dark Run)

THIS AGREEMENT FOR SPECIAL EVENT SERVICES AND REVOCABLE LICENSE (this “Agreement”) is entered into as of July 7, 2026, by and between NIKE, INC., an Oregon corporation (“Licensee”), and the CITY OF REDONDO BEACH, a California charter city and municipal corporation (“City”). City and Licensee are hereinafter referred to as a “Party” individually or collectively referred to as the “Parties.”

RECITALS
A. Licensee desires to obtain the exclusive use of the Seaside Lagoon, the adjacent north parking lot, and designated City streets (the “Licensed Premises”) for the operation of the Nike After Dark Run, a half marathon race (the “Event”), and associated programming and activations. The Event is scheduled for October 24, 2026.

B. For and in consideration of the covenants and agreements set forth herein, City desires to license the Licensed Premises to Licensee, and Licensee desires to accept the license of the Licensed Premises from City.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. License. City grants to Licensee a license to enter upon and use the Licensed Premises for the purposes and subject to the terms and conditions set forth in this Agreement. This grant of license is not a lease and shall not constitute a grant of any property rights. The Licensed Premises consists of:
a. Seaside Lagoon, located at 200 Portofino Way, Redondo Beach, CA (“Seaside Lagoon”).
b. The parking lot located at 200 Portofino Way, Redondo Beach, CA (“Event Parking Lot”).
c. The parking lot located at 207 N. Harbor Drive, Redondo Beach, CA (“Southern Event Parking Lot”).
d. The public streets, rights-of-way, and adjacent pedestrian and bicycle pathways within the City of Redondo Beach along the following route: Harbor Drive (near 245 N. Harbor Drive) to Pacific Avenue, to Catalina Avenue, south to Torrance Boulevard, west along Torrance Boulevard/Coral Way/George Freeth Way to The Esplanade, south to Paseo de la Playa at the boundary with the City of Torrance, then reentering Redondo Beach at Paseo de la Playa and continuing to The Esplanade, to Vista del Mar, to Camino de la Costa, east through the alleyway immediately north of Palos Verdes Boulevard to Catalina Avenue, north to Knob Hill Avenue, then reversing direction and proceeding south along Catalina Avenue, returning through the alleyway immediately 273
2 north of Palos Verdes Boulevard to Camino de la Costa, to Vista del Mar, to The Esplanade, to Catalina Avenue, north to Francisca, north to Herondo Street, west to Harbor Drive, north to the boundary with the City of Hermosa Beach, then re-entering Redondo Beach via The Strand through the pathway at Gateway Parkette to Harbor Drive, and proceeding south to the point of commencement (“Event Route”).
e. The parking lot located at 230 Portofino Way, Redondo Beach, CA (“JCS Parking Lot”).
f. The Veterans Park parking lot located at 505 George Freeth Way, Redondo Beach, CA (“Veterans Park Parking Lot”).
g. Nonexclusive use of the library parking structure located at 303 N.

Pacific Coast Highway, Redondo Beach, CA (“Library Parking Structure”).

The Seaside Lagoon, Event Parking Lot, Southern Event Parking Lot, and JCS Parking Lot are depicted in Exhibit A hereto. The Event Route is depicted in Exhibit B hereto. The Veterans Park Parking Lot is depicted in Exhibit C hereto. The Event shall be conducted in the Event Route, Seaside Lagoon, Event Parking Lot, Southern Event Parking Lot, JCS Parking Lot, and Veterans Park Parking Lot and no other locations, except as provided in this Section 1 below. If any component of the Licensed Premises is rendered unusable by City or other governmental agency action, or by a Force Majeure Event (as defined below), City and Licensee shall attempt in good faith to identify an alternate location, subject to availability.

Licensee may request that the City provide Licensee additional Licensed Premises for use in connection with the Event. City does not guarantee the availability of additional Licensed Premises, but shall make reasonable, good faith efforts to accommodate Licensee’s requests. The License Fee for any additional Licensed Premises shall be mutually agreed upon by City and Licensee, and shall be memorialized either through an administrative memorandum signed by both Parties or a written signed amendment to this Agreement.

2. Term.
a. Term of Agreement. The term of this Agreement shall commence as of the date of this Agreement set forth in the first paragraph hereof, and shall expire on December 31, 2026.
b. Term of Exclusive Use Periods. The time of Licensee’s exclusive use of the Licensed Premises shall be as follows:
i. Seaside Lagoon: 7:00 a.m. October 17, 2026 to 10:00 p.m.

October 27, 2026.
ii. Event Parking Lot: 7:00 a.m. October 17, 2026 to 10:00 p.m. October 27, 2026.
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3 iii. Southern Event Parking Lot: 7:00 a.m. October 17, 2026 to 10:00 p.m. October 27, 2026
iv. Event Route: 10:00 a.m. to 11:00 p.m. October 24, 2026, with the exception of Harbor Drive, which Licensee will have exclusive use of from 11:59 p.m. October 23, 2026 to Noon on October 25, 2026.
v. JCS Parking Lot: 7:00 a.m. October 17, 2026 to 10:00 p.m.

October 27, 2026.
vi. Veterans Park Parking Lot: 11:59 p.m. October 23, 2026 to Noon on October 25, 2026.
c. Term of Non-Exclusive Use Periods. The time of Licensee’s use (non-exclusive) of the Licensed Premises shall be mutually agreed upon by both Parties in accordance with Section 7 hereof.

3. License Fee. Licensee shall pay to City a license fee of Three Hundred Twenty Thousand Dollars ($320,000) in consideration for Licensee’s rights under this Agreement (the “License Fee”). Half of the License Fee ($160,000) shall be due and payable not later than July 31, 2026, and the other half of the License Fee ($160,000) shall be due and payable not later than October 24, 2026. Payment of the License Fee shall be made to City at the address shown in Section 36 hereof, attention Finance Department, or such other place as City may designate in writing. The License Fee, less (a) a prorated amount for Licensee’s actual use of the Licensed Premises to the date of Licensee’s vacation thereof, and (b) the fee for any municipal services provided and damage repair to the date of termination pursuant to Section 7 hereof, shall be refunded in the event the Event is cancelled or materially altered due to an uncured City Default hereunder or a Force Majeure Event precluding Licensee’s use and occupancy of the Licensed Premises.

4. Use. Licensee is permitted to use the Licensed Premises solely and exclusively for the following uses and no other uses (“Permitted Uses”):
a. Event Route: The Event Route shall be used as the running course for the Event, including the installation of safety barriers and all other safety precautions as reviewed and approved by the City Police Department. Activation nodes along the Event Route, as approved by the City and within the Event Route, may include but shall not be limited to photo stations, music stations, food and water stations, restrooms, cheer stations, a drone show, sponsor activations, giveaways, and other spectator engagement elements.
b. Seaside Lagoon, Event Parking Lot, Southern Event Parking Lot, JCS Parking Lot and Veterans Park Parking Lot: The Seaside Lagoon, Event Parking Lot and Southern Event Parking Lot shall be used for music, food and beverage concessions, retail concessions, partner activations, race activations (packet and product pickup), and staging for talks, announcements and entertainment for the Event. Licensee 275
4 shall have access to the public restrooms inside Seaside Lagoon for use during the Seaside Lagoon exclusive use period. All custodial services and restroom materials and supplies needed during the Seaside Lagoon exclusive use period shall be provided by Licensee.

Licensee shall ensure that public access to the King Harbor hand launch and boat hoist located adjacent to Seaside Lagoon is not blocked or otherwise impaired at any time by Licensee’s use of Seaside Lagoon.

The JCS Parking Lot shall be used for non-public operational activities and storage for the Event. The Veteran’s Park Parking Lot shall be used for an activation space for families and friends of Event participants. The Library Parking Structure shall be used as a park and shuttle location.

All activations and uses within the Licensed Premises shall be reviewed and approved by the City. City shall have sole discretion to grant or withhold consent to any request by Licensee to use the Licensed Premises for any use which is not a Permitted Use, and City may condition any such consent to compliance with such conditions as City in its sole discretion determines appropriate.

Activities in the Seaside Lagoon and Event Parking Lot shall occur only during the following dates and times:
x Load-in: 7:00 a.m. to 10:00 p.m. October 17 to October 21, 2026 x Pre-Race Activation: 10:00 a.m. to 8:00 p.m. October 22 to October 23, 2026
x Race Day: 10:00 a.m. to 11:00 p.m. October 24
x Load-out: 7:00 a.m. to 10:00 p.m. October 26 to October 27, 2026.

5. Licensee’s Management of the Event. During the term of this Agreement, Licensee agrees to plan, promote, coordinate, install, manage and supervise the Nike After Dark Run Event, consisting of the presentation and operation of a half marathon run and other approved ancillary activities associated therewith. Licensee shall provide professional management and operation services including employing an Event manager, other Event staffing and volunteers, race marshals, traffic control coordination, security personnel, and other necessary personnel. Licensee shall provide portable public restrooms for the Event at Licensee's expense in sufficient number to avoid lengthy lines. Licensee shall be responsible for all costs and expenses associated with the performance of this Agreement and production of the Event.

Licensee shall be responsible for providing any necessary staffing, monitoring, security, or access control associated with Licensee’s use of the Library Parking Structure, particularly during evening hours following closure of the adjacent library facilities and the securing of associated gates and doors. Licensee shall provide on-site personnel to facilitate participant access to and from the Library Parking Structure, including monitoring entry points and coordinating access through any secured doors or gates, as required.
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5 6. Street Closures. City shall permit the closure of Harbor Drive between the Hermosa Beach border in the north and Pacific Avenue to the south between 11:59 p.m.

October 23, 2026 to Noon October 25, 2026. City shall permit the closure of all other streets within the Event Route not earlier than 3:00 p.m. on October 24, 2026. Licensee shall be responsible for undertaking all actions necessary to close such streets, including without limitation the installation of all barricades and signage necessary for all street closures, and City shall not be responsible therefor. Licensee shall submit a traffic control plan to the City prior to the Event for the reasonable approval of the City Traffic Engineer, and upon approval thereof the City Traffic Engineer shall provide all required governmental approvals for the street closures contemplated herein. Licensee shall immediately open, clear and clean the Event Route (except for Harbor Drive) on a rolling basis as soon as the last runner bypasses each portion of the Event Route.

7. Police, Fire and Other City Services. City and Licensee shall meet and confer to determine and agree upon a plan for the type and level of police, fire, public works and other municipal services that the Parties agree are necessary to be provided by City for the Event. The City shall provide Police, Fire and Public Works Department support and additional municipal services in accordance with the mutually agreed upon municipal services plan. City shall additionally provide such emergency services with respect to the Event as City determines are necessary, in City’s sole discretion. Licensee shall reimburse the City for any municipal services provided for the Event, and for the cost of any repairs which need to be performed to City property required as a result of Licensee’s use of the Licensed Premises, at the rates for such services set forth in the municipal services plan (or at City’s standard rates for services for which rates are not included in such plan). The City shall invoice Licensee for municipal services provided and damage repair within thirty (30) days following the Event, and Licensee shall remit the municipal services reimbursement amount to the City thirty (30) days after receipt of City’s invoice.

Licensee may utilize the Library Parking Structure for park-and-shuttle parking associated with the Event in accordance with a written plan for use of the Library Parking Structure which is mutually agreed upon by both Parties. Such use shall be non-exclusive, and the Library Parking Structure shall remain open for use by the public and other authorized users at all times.

8. Permits and Licenses. Licensee shall, at its own expense, procure and keep in force, with respect to the Event, all necessary permits and licenses from City and all other government agencies having jurisdiction over the Event. City shall reasonably cooperate with Licensee in obtaining required permits and approvals. City shall not be obligated to provide Licensee any waivers or reductions of City fees. The programmatic details of the Event shall be coordinated with the City Manager and/or his designee (which may include the City Community Services Director). All construction, installation and setup on the Licensed Premises shall be completed by Licensee in accordance with all City engineering, building and safety requirements.
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6 9. Community Benefit Event. As a material condition of this Agreement, Licensee shall provide a community benefit focused on youth participation in sports and/or sports-related activities during the Term of this Agreement. Such community benefit shall be satisfied through either: (i) the planning, organization, production, and delivery of at least one community-based event in partnership with the City (a “Community Event”); or (ii) the provision of equipment, gear, supplies, funding, in-kind resources, or other support for one or more City-produced youth sports, recreation, wellness, or community events or programs, as determined pursuant to this Section.
a. City Selection and Approval. The Parties agree that the Community Event will consist of a soccer clinic for up to one hundred (100) participants. The location, timing, format, and required level of support associated with the soccer clinic shall be mutually agreed upon by Licensee and the City. The Community Event may be a stand-alone event or complementary activation held in conjunction with, or in support of, other City-hosted or City-coordinated programs or events, as agreed by the Parties. The City shall be responsible for participant registration and related communications, while Licensee shall be responsible for the planning, programming, staffing, and operation of the soccer clinic. Notwithstanding the foregoing, the Parties may mutually agree in writing to an alternative Community Event format. Such alternative format may include the provision of in-kind equipment, apparel, promotional items, or other materials by Licensee in support of a City-hosted or City-coordinated recreational program or event.
b. Timing Requirement. All Community Events required
under this Section 9 shall be fully completed within the Term of this Agreement, unless the City expressly agrees otherwise in writing.
c. No Cost to Participants or City. Any Community Event produced by Licensee shall be provided free of charge to all participants and at no cost, expense, or financial obligation to the City. Licensee shall be solely responsible for all costs associated with the planning, permitting, staffing, equipment, programming, marketing, insurance, security, and execution of each Community Event, unless otherwise expressly agreed to in writing by the City.
d. Public Benefit Purpose. All Community Events, support, equipment, resources, or other contributions provided shall be designed to promote youth engagement, access, and development in sports, physical activity, and related educational or wellness opportunities, and shall be conducted in a manner consistent with the City’s community, equity, and youth development objectives.
e. Compliance With Laws and City Policies. Licensee will conduct all Community Events in compliance with all applicable federal, state, and local laws, regulations, ordinances, and City policies, including but not limited to those relating to youth safety, accessibility, nondiscrimination, and public events. 278
7 f. Coordination With City. Licensee shall reasonably
coordinate with the City regarding scheduling, messaging, branding (if applicable), and logistical integration with other City programs or events. The City retains the right to require reasonable modifications to ensure alignment with City goals and operational requirements.
g. No Revenue Rights. Licensee shall not charge admission fees, participation fees, or solicit mandatory donations from attendees for the Community Events.
h. Failure to Perform. Failure by Licensee to timely deliver a Community Event in accordance with this Section 9 within the Term shall constitute a material breach of this Agreement if not cured within the time set forth in Section 30 hereof following written notice from City, subject to all remedies available to the City under this Agreement and applicable law.
i. Complimentary Race Entries. As an additional
community benefit, Licensee shall provide the City with one hundred (100) race entries (bibs) for the Event at no cost to the City. The City shall have sole discretion regarding the distribution and allocation of such race entries, including the selection of recipients and the manner of distribution. Licensee shall cooperate with the City to facilitate redemption and use of the complimentary race entries in accordance with reasonable Event registration procedures.

10. Branding, Signage and Publicity. Licensee is encouraged to, and shall be permitted to, include the City logo on Event advertising and signage with prior approval of the City, in City’s reasonable discretion (provided that no City approval shall be required for Event promotional materials which are substantially the same as prior Event promotional materials approved by the City).

11. Minimizing Impact of Event on Community and Businesses. Licensee shall take actions to communicate with, obtain the input of, and inform City residents, local community organizations, and local businesses about the Event, in accordance with the Outreach Plan that is attached hereto as Exhibit C and incorporated herein. Licensee shall use good faith efforts to operate the Event in a manner that minimizes the impact of the Event on City residents and local businesses. Licensee shall prepare and submit to City for its approval an access plan for businesses on the west side of Harbor Drive. The access plan shall contain methods to provide reasonable access for such businesses which may include, without limitation, intermittent opening of the road and shuttle services. Licensee shall work with City staff to establish communication and coordination with businesses impacted by the road closures as reasonably necessary to minimize disruption in business function for the days leading up to and including the date of the Event. Licensee shall use commercially reasonable efforts to minimize the impact of the Event on the waterfront businesses. Notwithstanding the foregoing, nothing in this Section 11 shall be construed as an obligation of either Party to compensate residents or local businesses for expenses or lost revenues as a result of the Event, or as a guarantee that residents and local businesses will not incur expenses or lose revenues as a result of the Event. Licensee shall provide a 279
8 dedicated customer service representative on the date of the Event to receive and respond to all Event day requests and questions.

12. Condition of Licensed Premises. Licensee hereby agrees and warrants that it has investigated and inspected the condition of the Licensed Premises and its suitability for Licensee's purposes, and Licensee does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the Licensed Premises or the suitability of same for Licensee's purposes. Licensee acknowledges that City has not made any representations or warranty with respect to the Licensed Premises, its condition, or with respect to the suitability for Licensee's business. If any of the City staff members providing municipal services to the Event actually learns of any hazardous or unsafe conditions that would materially impact the safe operation of the Event, City shall promptly inform Licensee of such hazardous or unsafe conditions. Notwithstanding the foregoing, City shall have no duty hereunder to inspect or test the condition of any portion of the Licensed Premises. Licensee hereby agrees that the Licensed Premises shall be taken "AS-IS", "with all faults." City shall have no obligation to alter, remodel, improve, repair, decorate or paint the Licensed Premises or any part thereof, except that if Licensee identifies potholes in the road along the Event Route, Licensee shall notify the City at least fifteen (15) days in advance of the Event, and City shall use reasonable good faith efforts to take action to ensure that such potholes are filled in prior to the Event.

13. Maintenance. Licensee, at its sole expense, shall keep the Licensed Premises and every part thereof in good condition and repair and shall place the Licensed Premises in good condition, in at least the quality of condition that existed prior to the Event (ordinary wear and tear and any preexisting conditions excepted), as soon as practicable after the conclusion of the Event, or the earlier termination of this Agreement prior to the Event. Licensee shall be responsible for all custodial services and maintenance of the Licensed Premises during the Event, including the provision of all restroom materials and supplies, as well as the supervision and security of the Event and other areas of the Licensed Premises where Licensee is operating and/or providing ancillary activities.

Notwithstanding the foregoing, Licensee shall not be responsible for the repair, remediation, or correction of any preexisting defects, conditions, or code violations not caused by Licensee, its contractors, or invitees. In the event Licensee fails to maintain the Licensed Premises or otherwise fails to correct any dangerous or unsanitary condition within twenty-four (24) hours after being notified by the City to do so, the City may remedy the condition at Licensee' s expense. In the event there is an imminently dangerous condition and Licensee is unable to correct it immediately, the City may remedy the condition immediately.

14. Utilities.
a. Provision of Electrical Power Source. City shall provide Licensee with access to a metered electrical power source at the metered source point in Seaside Lagoon sufficient to accommodate the electrical needs of the Event as provided in advance by Licensee. Licensee shall reimburse the City for all electrical charges attributed to such dedicated meter during the term of the Event. City shall not be responsible for providing 280
9 electrical power at locations within the Licensed Premises other than Seaside Lagoon, including without limitation the Event Route, and Licensee shall be solely responsible for obtaining electrical power at such locations if desired by Licensee. Notwithstanding the foregoing, City shall not be responsible for any interruption, outage or failure of electrical power not caused by City or its officers, employees, agents or representatives. b. Provision of Water Source. City shall provide Licensee with access to a water source sufficient to accommodate the water needs of the Event. Licensee shall reimburse the City for all water charges incurred on the Licensed Premises during the term of the Event. City shall not be responsible for providing water services at locations within the Licensed Premises other than Seaside Lagoon, including without limitation the Event Route, and Licensee shall be solely responsible for obtaining water services at such locations if desired by Licensee. Notwithstanding the foregoing, City shall not be responsible for any interruption, outage or failure of water service not caused by City or its officers, employees, agents or representatives.

15. Removal of Personal Property. Licensee shall, at Licensee’s sole cost and expense, remove or cause to be removed from the Licensed Premises any and all vehicles, tools, equipment, materials and other personal property. Such removal shall be completed by Licensee (i) with respect to Licensee’s property located at Seaside Lagoon and the Event Parking Lot, within the times for Load-out as set forth in Section 4 hereof, and (ii) with respect to Licensee’s property at other locations, as soon as practicable after the conclusion of the Event, or the earlier termination of this Agreement prior to the Event. If Licensee fails to remove its personal property within twenty-four (24) hours after being notified by the City to do so, City may remove and dispose of such property at Licensee’s sole cost and expense.

16. Alterations of Improvements. Licensee shall not make or permit to be made any alterations, additions or improvements to the Licensed Premises or any part thereof without the prior written consent of City, in City’s sole and absolute discretion.

17. Damages to Licensed Premises. Licensee shall bear responsibility for any and all damages to the Licensed Premises and improvements therein caused by the use of the Licensed Premises by Licensee or its permittees, or by any act or omission of Licensee, unless such damages are caused by the sole negligence of City, its officers, employees, contractors, agents or representatives.

18. Compliance with Laws; Taxes. Licensee shall comply with all state, federal and local laws, ordinances, rules and regulations applicable to the use and maintenance of the Licensed Premises, and the operation of the Event, including without limitation all environmental laws. Licensee shall be obligated to pay all federal, state and local taxes arising from the operation of the Event.

19. Indemnity. To the fullest extent permitted by law, Licensee shall indemnify, defend, and hold harmless City, its officers, officials, employees and volunteers (collectively, “Indemnitees”), from and against any and all claims, damages, demands, 281
10 liability, costs, losses and expenses, including without limitation court costs and reasonable attorneys’ fees (collectively, “Claims”), arising out of or in connection with Licensee’s actions or inactions relating to Licensee’s use of the Licensed Premises (including claims asserted by residents, local businesses, or other third parties), Licensee’s use of the Licensed Premises by Licensee’s customers, guests, invitees, contractors, agents, or employees, Licensee’s operation and management of the Event, or Licensee’s failure to comply with any of its obligations contained in this Agreement, except such loss or damage that is caused by the sole negligence or willful misconduct of City, its officers, employees, contractors, agents or representatives. The provisions of this Section 19 shall survive the expiration or earlier termination of this Agreement.

20. Insurance. Licensee shall procure and maintain for the duration of the Term of this Agreement policies of commercial general liability, automobile liability, and worker’s compensation, in accordance with the requirements set forth in Exhibit D attached hereto and incorporated herein. Prior to commencement of the Term, Licensee shall furnish City with certificates of insurance and with original endorsements effecting coverage required by this Section.

21. Assignment; No Encumbrance. The license granted by City hereby is personal to Licensee, and shall not be assigned by operation of law or otherwise absent the written consent of City, which City may condition or withhold in City’s sole discretion.

22. No Liens or Encumbrances. Licensee shall not permit the placement of liens or encumbrances on the Licensed Premises.

23. Amendment and Limited Administrative Authority. This Agreement may be amended only by a written instrument approved by both the City Council and Licensee, and executed by authorized representatives of City and Licensee. Neither City nor Licensee shall be bound by any verbal, implied, or informal modification of this Agreement. Except as expressly provided below, all waivers, interpretations, amendments, or further agreements relating to this Agreement shall require prior consideration, approval, and written authorization by the City Council.

Notwithstanding the foregoing, the City Manager (or designee) is authorized to take limited administrative actions without prior City Council approval solely in response to exigent or emergency circumstances that require immediate action to protect public health, safety, or welfare, or to address unforeseen operational conditions affecting the permitted event and when it is not reasonably practicable to obtain prior City Council approval. Such actions may include reasonable, temporary adjustments to operational terms (including Event timing, access, or logistics), provided that:
(a) such actions are narrowly tailored to address the exigent circumstance; (b) such actions do not materially alter the scope, purpose, or duration of this Agreement;
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11 (c) such actions do not materially or substantially increase costs, liabilities, or obligations of the City; and
(d) such actions do not constitute a permanent amendment to this Agreement.

By way of illustration and not limitation, such temporary actions may include minor adjustments to Event start or end times, or operational logistics, necessitated by unforeseen public safety incidents (e.g., police activity, fire, or emergency response), provided such adjustments comply with the limitations set forth above.

Any action taken by the City Manager pursuant to this subsection shall be documented in writing and reported to the City Council as soon as reasonably practicable.

To the extent any such action would have an ongoing or material effect on this Agreement, follow up approval by the City Council shall be required. The City Manager shall not have authority to execute amendments, waivers, or further agreements that are policy-level, material, or non-exigent in nature, all of which are expressly reserved to the City Council.

The City Manager may delegate ministerial or administrative functions under this Section to management-level employees of the City, but such delegation shall not expand the scope of authority granted herein. Absent express City Council approval, no action taken by the City Manager shall have any continuing force or effect, and the terms of this Agreement shall control in all respects.

24. Waiver. The waiver by City of any term, covenant, or condition contained in this Agreement shall not be deemed to be a continuing waiver of such term, covenant, or condition, or any subsequent breach of the same or any other term, covenant, or condition in this Agreement.

25. No Rights in Third Parties. Nothing in this Agreement, express or implied, is intended to confer any rights or remedies under this Agreement on any third party, nor is anything in this Agreement intended to relieve or discharge any obligation or liability of any third party to any party in this Agreement, nor shall any provision in this Agreement give any third party any right of subrogation or action over or against any party to this Agreement.

26. Time of Essence. Time is and shall be of the essence of this Agreement.

27. Governing Law. This Agreement shall be interpreted and enforced in accordance with the laws of the State of California without regard to principles of conflicts of laws.

28. Termination. City may terminate this Agreement (i) without cause, upon delivery of written notice to Licensee at least thirty (30) days prior to the date of termination, or (ii) with cause for Licensee’s default of this Agreement, upon the expiration of the ten day written notice period pursuant to Section 29 hereof, provided that the noticed Event of Default has not been cured within such ten (10) day period. In the event of termination by City without cause, City shall refund the License Fee prepaid by Licensee, less (a) a prorated amount for Licensee’s actual use of the Licensed Premises to the effective date of termination, and (b) the fee for any reasonable, documented, and non283 12 cancellable costs actually incurred for municipal services provided and damage repair to the effective date of termination pursuant to Section 7 hereof, with any personnel costs calculated based upon City’s adopted fee schedule for such services. Licensee may terminate this Agreement without cause upon delivery of written notice to City at least ninety (90) days prior to the date of termination. In the event of termination by Licensee without cause, City shall refund to Licensee the License Fee prepaid by Licensee, less (a) a prorated amount for Licensee’s actual use of the Licensed Premises to the effective date of termination, (b) the fee for any reasonable, documented, and non-cancellable costs actually incurred for municipal services provided and damage repair to the effective date of termination pursuant to Section 7 hereof, with any personnel costs calculated based upon City’s adopted fee schedule for such services, and (c) any reasonable, documented, and non-cancellable costs actually incurred by City in connection with the Event and approved in advance by Licensee. Upon the termination of the Agreement, Licensee shall immediately cease all use of the Licensed Premises, remove all equipment and personal property in accordance with Section 15 hereof, and restore the Licensed Premises to its original condition in accordance with Section 13 hereof. The indemnification requirements of Section 19 hereof and the License Fee requirements of Section 3 hereof shall survive the termination of this Agreement. Licensee acknowledges and agrees that Licensee is not entitled to receive, and City shall have no obligation or liability for, any compensation, reimbursement, costs, expenses, damages (whether direct, indirect, consequential, incidental, or special), lost profits, reliance damages, expectation damages, indemnity, or relocation benefits of any kind, arising out of or related to the City’s termination of this Agreement prior to the expiration of the Term, regardless of the cause or timing of such termination. Licensee further expressly waives any and all claims, demands, or causes of action against the City, its officers, officials, employees, and agents arising from or related to such termination, including but not limited to claims based on contract, tort, equity, or any theory of detrimental reliance or unjust enrichment.

29. Force Majeure. If the Event cannot take place, in whole or in part, or the Parties to this Agreement cannot perform any of their respective material obligations herein because of an act or regulation of public authority, fire, riot or civil commotion, lockout, strike or other labor dispute, terrorist act or threat, acts or declarations of war, substantial interruption in, or substantial delay or failure of, technical facilities, war conditions, epidemic, pandemic, death, acts of God or other occurrence outside the reasonable control of City or Licensee (“Force Majeure Event”), both Parties shall be excused of any obligation or liability whatsoever to the other Party to the extent prevented by such Force Majeure Event. Licensee shall be entitled to a refund of the License Fee paid in the event a portion of the Event is cancelled by reason of a Force Majeure Event, less (a) a prorated amount for Licensee’s actual use of the Licensed Premises to the effective date of termination, (b) the fee for any reasonable, documented, and non-cancellable costs actually incurred for municipal services provided and damage repair to the effective date of termination pursuant to Section 7 hereof, with personnel costs calculated based upon City’s adopted fee schedule for such services, and (c) any reasonable, documented, and noncancellable costs actually incurred by City in connection with the Event and approved in advance by Licensee.
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13 30. Default and Remedies. An event of default ("Event of Default") shall arise hereunder if either Party defaults in the performance of any term, provision, covenant or agreement set forth in this Agreement, and (unless such provision specifies a shorter cure period for such default) the default continues for ten (10) days after the date upon which the non-defaulting Party shall have given written notice of the default to the other Party.

If the defaulting Party fails to cure the default within the foregoing time period, or if a cure is not possible, the non-defaulting Party may proceed with any of the following remedies:
a. Terminate this Agreement in accordance with Section 28 hereof; b. Bring an action for equitable relief and/or enjoining, abating, or preventing any violation of such terms and conditions, and/or seeking declaratory relief; or c. Pursue any other remedy allowed at law or in equity.

Each of the remedies provided herein is cumulative and not exclusive of, and shall not prejudice any other remedy provided herein or under applicable law. No officer, employee or agent of City shall be personally liable to Licensee, or any successor in interest, in the event of any default or breach by City, or for any amount of money which may become due to Licensee or its successor or for any obligation of City under this Agreement.

31. Attorneys’ Fees. Any action to enforce or interpret this Agreement shall be brought in a court of competent jurisdiction in Los Angeles County, California. Should any legal action be brought by a Party for breach of this Agreement or to enforce any provision of this Agreement, the prevailing Party shall be entitled to reasonable attorneys’ fees, court costs, and other such costs as may be affixed by the Court.

32. Remedies Cumulative. No remedy or election of remedies provided for in this Agreement shall be deemed exclusive, but shall be cumulative with all other remedies at law or in equity. Each remedy shall be construed to give it the fullest effect allowed by law.

33. Successors and Assigns. Subject to the restrictions on assignment set forth in Section 21 hereof, the provisions, terms, and conditions of this Agreement shall bind and inure to the benefit of the Parties, their successors and permitted assigns.

34. Relationship of Parties. City and Licensee intend by this Agreement to establish the relationship of City and Licensee only, and do not intend to create a partnership, joint venture, joint enterprise, or any other business relationship other than that of licensor and licensee.

35. Severability. If any provision of this Agreement, or the application thereof to any person or circumstance, shall to any extent be or become invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.
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14 36. Notices. Unless otherwise provided herein, all notices required hereunder shall be given by United States registered or certified mail, reliable overnight courier service, or other form of mail which offers proof of mailing, postage prepaid and addressed to the Party at the address below:

City:

City of Redondo Beach
415 Diamond Street
Redondo Beach, CA 90277
Attention: City Manager
With copy to: City Attorney
Licensee:

Nike, Inc.

One Bowerman Drive
Beaverton, OR 97005
Attention: Office of the General Counsel
Either party may change its address by giving notice of such change to the other party in the manner provided in this Section. All notices and other communications shall be deemed communicated as of actual receipt or after the second day after deposit in the United States Mail, and on the next business day if delivered through overnight courier service.

37. Integration. This Agreement contains all of the agreements and understandings of the Parties with respect to any matter mentioned in this Agreement, and supersedes and terminates all prior and contemporaneous agreements between City and Licensee with respect to the matters covered in this Agreement.

38. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

39. Construction and Interpretation. It is agreed and acknowledged by Licensee that the provisions of this Agreement have been arrived at through negotiation, and that Licensee has had a full and fair opportunity to revise the provisions of this Agreement and to have such provisions reviewed by legal counsel. Therefore, the normal rule of construction that any ambiguities are to be resolved against the drafting party shall not apply in construing or interpreting this Agreement.

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15 IN WITNESS WHEREOF, City and Licensee have executed this Agreement as of the date and year first written above.

CITY:

CITY OF REDONDO BEACH,
a California charter city and municipal
corporation
By: ___________________________
James A. Light, Mayor
ATTEST:

By: ___________________________
Eleanor Manzano, City Clerk
APPROVED:

By: _____________________________
Diane Strickfaden, Risk Manager
APPROVED AS TO FORM:

By: _____________________________
Joy A. Ford, City Attorney
LICENSEE:

NIKE, INC., an Oregon corporation
By: _______________________
Rob Aldinger, Director,
North America Brand Experiences

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288
17 Exhibit B
Map of Event Route

289
18 290
291
20 Exhibit D
Outreach Plan
Jan–Feb
x Develop and review course options with cities
x Begin communications with city departments to review and discuss course options x Conditional city approvals to announce race
x Start conversations with key stakeholders and venues that will participate in the course
March–May
March
x Global Nike After Dark Tour Announcement:
o Information released: Los Angeles 13.1
x Initiate special event application process and engagement with City Council, City Manager and city staff
June–Aug
June – Registration Opens
x Determine areas where special vehicle access is needed and begin coordination for additional parking
x Create access plans, parking plans, etc. based on priority list x Continue to communicate with and update city partners x Continue course visits to finalize access plans for priority businesses, etc. x Communicate special access to impacted buildings and distribute access passes and maps to managers, etc.
x All Hands Meeting with Public Agencies
x Partner with City's Chamber of Commerce and work to identify priority list to include:
o Businesses
o Hotels
o Theaters
o Churches
o Residential properties along the route
x Determine access needs
x Begin "Save the Date" email and phone communication to Priority List. Include:
o Event information
o Street closure timeline/information
o Course route
x Attend any applicable meetings with City agencies, Police Department, Fire Department, and Public Works Department
Sep–Oct
292
21 30 Days Out
x Schedule and coordinate direct mailer to businesses and residents within street closure area. Include:
o Event information
o Street closure timeline
o Contact information for event representatives
x "Reminder" email blast sent to Priority List
x Continue communication with Priority List
Race Week
x Final "reminder" email blast to Priority List
x Final "reminder" communication to all buildings with special access accommodations
x "No Parking" signs distributed along course where needed and suggested by DOT 72 hours prior
x Advance notification signs placed throughout entire route 5–7 days prior x Final meeting with Traffic Control company and DOT to review final plans x All Hands meeting with DOT, Police Department, Fire Department, and city partners

293
22 Exhibit E
Insurance Requirements
Without limiting Licensee’s indemnification obligations under this License, Licensee 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 use of the Licensed Premises and performance of the work hereunder by Licensee, 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’s Liability Insurance.

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

General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. The general aggregate limit of $4,000,000 shall apply separately to the work performed under this License.

Automobile Liability: $1,000,000 per accident for bodily injury and property damage.

Employer’s Liability: $1,000,000 per accident for bodily injury or disease.

Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions shall be the responsibility of Licensee. Licensee shall disclose to the City, upon written request, the amount of any applicable deductible or self-insured retention for required coverages. Nothing in this Agreement requires an insurer to amend policy terms to reduce or eliminate any deductible or self-insured retention. If Licensee fails to pay any applicable deductible or self-insured retention, such failure will be treated as a breach only to the extent it results in a material gap in the required coverage.

Other Insurance Provisions
294
23 The general liability and automobile liability policies shall 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 shall be covered as insureds with respect to liability arising out of work performed by or on behalf of the Licensee to the extent caused, in whole or in part, by the acts or omissions of Licensee or those acting on Licensee’s behalf.

Automobile Liability: The City, its officers, elected and appointed officials, employees, and volunteers shall be covered as insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Licensee to the extent caused, in whole or in part, by the acts or omissions of Licensee or those acting on Licensee’s behalf.

For any claims related to this License, the Licensee’s insurance 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 Licensee’s insurance and shall not contribute with it.

Each insurance policy required by this clause will provide that notice of cancellation or material change will be delivered in accordance with the policy provisions. Should any required insurance be cancelled or changed, Licensee will replace such insurance with no gaps in coverage required and provide a replacement certificate of insurance evidencing the replacement insurance policies.

Each insurance policy shall provide (either by policy terms or endorsement) 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 to the extent provided under the applicable policy terms and conditions.

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 Licensee’s part.

Verification of Coverage
295
24 Licensee shall furnish the City certificates of insurance evidencing the coverages required by this clause. Additional insured and primary and non-contributory status may be evidenced by standard ISO endorsements or equivalent policy language, to the extent commercially available. Standard ISO forms are acceptable and no amendment to standard ISO wording is required, provided the coverage intent in this clause is met. The required certificates shall be provided prior to commencement of use of the Licensed Premises and thereafter upon renewal of the required policies during the term. Upon the City’s reasonable written request, Licensee will provide copies of relevant declarations pages and applicable endorsements evidencing the coverages required by this clause, subject to reasonable confidentiality protections.

Subcontractors
Licensee shall include all subcontractors performing work in the Licensed Premises or in connection with the work under this License as insured under its policies or shall furnish separate certificates of insurance for each subcontractor evidencing compliance. All coverages for such subcontractors shall be subject to all of the requirements stated herein to the extent applicable to the subcontractor’s scope of work.

Risk Management
Licensee acknowledges that insurance underwriting standards and practices are subject to change, and any change to the insurance requirements in this clause must be set forth in a written amendment to this Agreement executed by both parties. 296
Administrative
Report
H.11., File # 26-0761 Meeting Date: 7/7/2026
To: MAYOR AND CITY COUNCIL
From: STEPHEN SPRENGEL, CHIEF OF POLICE
TITLE
INTRODUCE BY TITLE ONLY ORDINANCE NO. 3313-26 AN ORDINANCE OF THE CITY OF REDONDO BEACH, CALIFORNIA, AMENDING TITLE 3, CHAPTER 6, SECTION 3-6.03 OF THE REDONDO BEACH MUNICIPAL CODE PERTAINING TO PARKING METER HOURLY RATES. FOR INTRODUCTION AND FIRST READING.

EXECUTIVE SUMMARY
As part of the FY 2026-27 Adopted Budget, the City Council approved an increase to the parking meter hourly rates from $2.00/hour to $2.25/hour.

Hourly parking meter rates are codified in the Redondo Beach Municipal Code (RBMC). Approval of the proposed Ordinance allows for implementation of the adopted increase.

BACKGROUND
As part of the FY 2026-27 Budget, the City Council approved a $0.25 increase to the hourly parking meter rate, bringing the rate to $2.25/hour. This rate remains within the range of neighboring cities, as Hermosa Beach and Manhattan Beach vary from $2.50 to $3.50 per hour depending on location and proximity to the beach.

The City’s parking meters are located in the Coastal Zone and must be consistent with Coastal Commission regulations, which limit parking rate increases to no more than 50% over a consecutive three-year period. The hourly rate in FY 2023-24 was $1.50, and has been raised by $0.25 each of the last two fiscal years. The proposed adjustment would bring the cumulative increase since FY 2023-24 to $0.75, and complies with the Coastal Commission’s 50% three-year limit.

Parking meter rates are codified in Section 3-6.03 of the RBMC. The proposed Ordinance captures the proposed meter rate adjustment, and, if approved, would be brought back for second reading and Council adoption on July 21, 2026. The new rate would take effect 30 days later, on August 20, 2026.

COORDINATION
Preparation of the Ordinance was coordinated with the City Attorney’s Office.

FISCAL IMPACT
Parking meters currently generate $3.7M in annual General Fund revenue ($3.4M from hourly payments and $331,500 from parking meter permits). The new hourly meter rate is projected to

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Redondo Beach City CouncilJuly 7, 2026

Redondo Beach City Council
July 7, 2026