Agenda packet — Redondo Beach City Council, October 6, 2026 (part 7 of 7)

SOFTWARE LICENSE, HARDWARE OWNERSHIP AND SERVICES AGREEMENT WITH

CITY OF REDONDO BEACH
W I T N E S S E T H :

A. The City of Redondo Beach, a California charter city (Subscriber) seeks to engage the services and partner with the City of Whittier, a California charter city (Whittier), through their City Clerk/Elections Official Office, as related to Subscriber’s conduct of its Tuesday, March 2, 2027, General Municipal Election.

B. Whittier represents that it has that degree of specialized expertise contemplated within California Government Code Section 37103, and holds all necessary licenses to practice and perform the services herein contemplated.

C. Subscriber desires to contract for the specific services described in the below Scope of Work and desires to set forth its rights, duties and liabilities in connection with the services to be performed.

D. No official or employee of Whittier has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement.

E. Through this Agreement, the Subscriber owns one-third share of the server for usage and storage of their voter records.

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:

Project Term
Project Term: The execution of this Agreement through the conclusion of all election activities required by the City Charter, California Elections and Government Code, and applicable State laws and regulations including, but not limited to, election challenge and recall proceedings. At the conclusion of all lawful election activities, the server and all data shall be securely deleted or wiped in accordance with applicable law.

Scope of Work
Whittier, through its City Clerk/Election Official’s Office, will provide the following:

A. Partnering with Subscriber for the cost-effective development and implementation of technology related to the issue, receipt, authentication, processing, and canvass of Vote-by-Mail materials and ballots.

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Item A – Software License:

The City of Whittier has developed ‘General Election Management’ (“GEM Software”), a custom voter tracking software for the conduct of a standalone election.

Functions of Software:
x Compare voter files to filter for new, modified, and removed voters. x Issue Ballots and track returned ballots.
x Voter Validation lookup and tracking.

Excel Report Functionality:
x Confidential Voters
x Voter ID Report
x Summary of Voter Status by Precinct Report
x Military Overseas Voters Report
x Voted Voters Report
x Multiple Ballot Report
x Verified Report
x Pending Voters Report
x Signature Missing/Challenge Report and Letters
Export Functionality:
x Initial Mailing file for Vote-by-mail issuing
x Mailing file or labels for supplemental mailings
x Voter status for candidates – Daily Ballots Issued
x Voter status for candidates – Daily Ballots Returned
x E-Poll Book Roster
Subscriber is responsible for the delivery of digital files to the City of Whittier in a form mutually agreed upon. The digital files include:

I. One Precinct Consolidation File
II. Three Election Mailing Voter Files
III. One Image File
The precinct consolidation, voter, and image files will be stored on a secure standalone server with redundancy measures and proper firewall and anti-virus measures in place.

Whittier grants to Subscriber a license to use software ‘GEM’. Manuals and training will be provided by the City of Whittier.

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The City of Whittier will import one (1) consolidation file, three (3) voter files, and one (1) image file per election at the following projected dates:
71 Days before Election (E-71): Import Precinct File
60 Days before Election (E-60): Import Image Files
60 Days before Election (E-60): Initial Voter Mailing File 29 Days before Election (E-29): Supplemental Voter Mailing File 14 Days before Election (E-14): Supplemental Voter Mailing File

1.0 License Fee and Services (Compensation)
In consideration for the non-exclusive license granted by the City of Whittier ("Whittier") to the Subscriber for use of the GEM Software, Subscriber shall pay Whittier a total license fee of Fourteen Thousand Dollars ($14,000), allocated as follows:
x License Fee: $10,000
x Service Fee: $4,000
In addition to the license fee, Subscriber agrees to pay the following charges for services:
x Creation of Precinct Consolidations and Maps: $2,000
Invoice and Payment Terms
An invoice for the services described above shall be issued within forty-five (45) days following the execution of this Agreement. Subscriber shall pay all undisputed amounts within forty-five (45) days after Subscriber’s receipt of the applicable invoice.

ADDITIONAL CONDITIONS

1.1 Security Obligations. Subscriber agrees its Authorized Users shall securely manage their respective password(s) for access to the GEM Software. Subscriber agrees to notify Whittier promptly in the event it becomes aware of any unauthorized access or use of the GEM Software, or of any of its or its Authorized Users' passwords or accounts.

Whittier shall notify Subscriber of any detected unauthorized use, suspected breach, or denial of service attack involving voter registration information or a system containing voter registration information within 24 hours of discovery.

1.2 Title. As between Whittier and Subscriber, Whittier retains title to and ownership of the GEM Software, including all copyrights and other Intellectual Property Rights relating thereto. Any suggestions for changes or improvements to Services that Subscriber provides to Whittier, whether solicited by Whittier or not, shall be owned by Whittier and Subscriber hereby irrevocably assigns, and shall assign, to Whittier all right, title, and interest in and to such suggestions. Whittier shall have no obligation to incorporate such suggestion into its products or Services.

1.3 Subscriber Data. As between Whittier and Subscriber, Subscriber shall retain all right, title, and interest, including, without limitation, all Intellectual Property Rights, in and to the Subscriber Data. Subscriber shall have the sole responsibility for the accuracy, 1058

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quality, and legality of the Subscriber Data, including obtaining all rights and consents necessary to share the Subscriber Data with Whittier as set forth in this Agreement.

Notwithstanding the foregoing, Whittier may not sell or offer for sale any Subscriber Data, whether in Subscriber-identifiable or anonymized and aggregated form. Whittier shall comply with its obligations under all Laws applicable to Whittier’s provision of the Service, including all such Laws related to privacy, data security, and data protection.

1.4 Use of Third-Party Components. Whittier may use Vendors to provide certain functions of the Services, including without limitation, hosting and data analysis, but notwithstanding any other provision of this Agreement to the contrary, Whittier shall ensure that the Vendors provide the Services to the level required of Whittier by this Agreement at no additional cost to Subscriber. To the extent a Vendor accesses voter registration information, Whittier shall ensure that the Vendor complies with applicable law and with the confidentiality and security obligations applicable to Whittier under this Agreement. Whittier shall remain responsible for the acts and omissions of its Vendors in connection with the Services.

1.5 Excusable Delays. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party. If a delay beyond the control of Whittier is encountered, a time extension may be mutually agreed upon in writing by Whittier and the Subscriber.

1.6 Notice of Termination. Whittier reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing at least fifteen (15) days prior written notice to Subscriber. The termination of this Agreement shall be deemed effective upon receipt of the notice of termination. In the event of such termination, Whittier shall immediately stop rendering services under this Agreement unless directed otherwise by the Subscriber.

1.7 No Other Warranties. Use of GEM Software is not intended to be a substitute for professional judgment of users. GEM Software does not provide legal advice.

Subscriber shall be responsible for all its own actions or failure to act in connection with the GEM Software. Whittier cannot guarantee that every error in the GEM Software or problem raised by Subscriber will be resolved.

Whittier warrants that the Services shall be performed in a professional workmanlike manner consistent with the requirements of this Agreement. Whittier shall use reasonable efforts to promptly correct any material error in the GEM Software that adversely affects the performance of the functions described in the Scope of Work. The third party components, and third party data are provided “as is.” Whittier assumes no responsibility or risk for Subscriber's use or misuse of, or failure to use, the information provided through the GEM Software. To the extent that a party may not as a matter of applicable law disclaim any implied warranty, the scope and duration of such warranty will be the minimum permitted under such law.
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1.8 Limitation of Damages. Whittier’s maximum liability arising out of or relating to this Agreement or the services provided hereunder, regardless of the cause of action (whether in contract, tort, breach of warranty or otherwise), will not exceed the greater of the aggregate amount of the fees paid and payable to Whittier by Subscriber. Whittier shall have no liability arising out of or relating to the third-party components (including, without limitation, any components or services provided by third-party data). In no event shall either party be liable to the other for any indirect, special, punitive damages arising from the furnishing, performance, or use, or failure of services, or third-party components.

1.9 Responsibilities for Planned Updates. Whittier shall undertake commercially reasonable efforts to patch, repair or update the Software in order to integrate it with the updated Integrated Third Party Software.

1.10 Public Records Act Disclosure / Exemption. Subscriber has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Subscriber, or any of its subcontractors, pursuant to this Agreement and provided to Whittier may be subject to public disclosure or exempt from disclosure as required by the California Public Records Act (California Government Code Section 7920.000 et seq.).

Exemptions to the California Public Records Act may be applicable as Critical Infrastructure for Elections under Information Technology under Government Code Section Gov Code 7929.205 and 7929.210, and trade secrets, as that term is defined in the California Government Code Section 7924.510(f), and of which Whittier informs Subscriber of such trade secret. The Subscriber will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. Subscriber shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court.

1.11 Notices. Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery, or if mailed, shall be addressed as set forth below and placed in a sealed envelope, postage prepaid, and deposited in the United States Postal Service. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; and b) 72 hours after deposit in the U.S.

Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail.

IF TO SUBSCRIBER: IF TO CITY:

City of Redondo Beach City of Whittier
415 Diamond Street, Door 1 13230 Penn Street
Redondo Beach, CA 90277 Whittier, CA 90602
Tel: (310) 697-4646 Tel: (562) 567-9850
Email: [email protected] Email: [email protected] Attn: City Clerk Eleanor Manzano Attn: Election Official Rigoberto Garcia 1060

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1.12 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.

1.13 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.

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AGREEMENT FOR PROJECT SERVICES

BETWEEN THE CITY OF REDONDO BEACH
AND PRO DOCUMENT SOLUTIONS, INC. DBA PRO VOTE SOLUTIONS THIS AGREEMENT FOR PROJECT SERVICES (this "Agreement”) is made between the City of Redondo Beach, a chartered municipal corporation ("City") and Pro Document Solutions, Inc., a California corporation dba Pro Vote Solutions (“Contractor" or “Consultant”).

The parties hereby agree as follows:

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

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

C. Compensation. City agrees to pay Contractor for work performed in accordance with Exhibit "C”.

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

E. Cybersecurity Requirements. Contractor shall comply with the cybersecurity requirements as outlined in Exhibit “E”.
* * * * *

GENERAL PROVISIONS

1. Independent Contractor. Contractor acknowledges, represents and warrants that Contractor 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. Contractor 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 Contractor's sole responsibility.

2. Brokers. Contractor acknowledges, represents and warrants that Contractor 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.
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3. City Property. All plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this Agreement shall upon request be delivered to the City within a reasonable time, and the rights thereto shall be deemed assigned to the City. If applicable, Contractor 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 Contractor's consent. Notwithstanding the foregoing, Contractor shall not be obligated to assign any proprietary software or data developed by or at the direction of Contractor for Contractor's own use; provided, however, that Contractor 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 Contractor to conduct any inspections Contractor has agreed to perform pursuant to the terms of this Agreement. Contractor shall be solely liable for said inspections performed by Contractor. Contractor shall certify in writing to the City as to the completeness and accuracy of each inspection required to be conducted by Contractor 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 Contractor, 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 Contractor. City shall furnish Contractor, to the extent available, with any City standards, details, specifications and regulations applicable to the Project and necessary for the performance of Contractor's services hereunder. Notwithstanding the foregoing, any and all additional data necessary for design shall be the responsibility of Contractor.

6. Records. Unless otherwise provided herein, Contractor, 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".

Contractor, 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 Contractor’s completion of performance of this Agreement. Copies of all pertinent reports and correspondence shall be furnished to the City for its files. 1063
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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 Contractor.

8. Additional Assistance. If this Agreement requires Contractor to prepare plans and specifications, Contractor 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 Contractor shall issue any necessary addenda to the plans and specifications as requested. In the event Contractor 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. Contractor acknowledges, represents and warrants that Contractor 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 Contractor as a material inducement to enter into this Agreement.

Contractor shall perform in accordance with generally accepted professional practices and standards of Contractor's profession.

10. Business License. Reserved.

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 Contractor of the project or services hereunder, immediately upon written notice to Contractor. In the event of any such termination, Contractor 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 Contractor for this Agreement prior to Contractor’s receipt of notice of termination, irrespective of whether such materials or services of others have actually been delivered, and further provided that Contractor is not able to cancel such orders. Compensation for Contractor in such event shall be determined by the City in accordance with the percentage of the project or services completed by Contractor; and all of Contractor'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.

12. Termination in the Event of Default. Should Contractor 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 1064
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for such termination. Contractor 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 Contractor's breach of this Agreement.

13. Conflict of Interest. Contractor acknowledges, represents and warrants that Contractor 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. Contractor further acknowledges, represents and warrants that Contractor has no business relationship or arrangement of any kind with any City official or employee with respect to this Agreement. Contractor acknowledges that in the event that Contractor 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, Contractor 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 Contractor’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. Contractor’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Contractor 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 Contractor because the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement.
b. Waiver of Right of Subrogation. Contractor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees.
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15. Insurance. Contractor 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. Cybersecurity. Contractor shall comply with the cybersecurity requirements set forth in Exhibit “E”.

17. 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.

18. Compliance with Laws. Contractor 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.

19. Non-Discrimination. Contractor 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.

Contractor 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. Contractor shall ensure that the evaluation and treatment of its employees and applicants for employment are free from such discrimination and harassment. Contractor shall include a similar non-discrimination provision in all subcontracts related to the performance of this Agreement.

20. Limitations upon Subcontracting and Assignment. Contractor acknowledges that the services which Contractor shall provide under this Agreement are unique, personal services which, except as otherwise provided herein, Contractor 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 Contractor, Contractor shall provide to the City upon request copies of each and every subcontract prior to the execution thereof by Contractor and subcontractor. Any attempt by Contractor 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 Contractor or twenty-five percent (25%) or more the voting control of Contractor (whether Contractor is a corporation, limited liability company, partnership, joint venture or 1066
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otherwise) shall constitute an assignment for purposes of this Agreement.

Further, the involvement of Contractor 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 Contractor’s assets occurs, which reduces Contractor’s assets or net worth by twenty-five percent (25%) or more shall also constitute an assignment for purposes of this Agreement.

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

22. 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 Contractor and City may be used to assist in the interpretation of the exhibits to this Agreement.

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

24. 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 Contractor.

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

26. 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 Contractor, or any corresponding responsibilities of City, shall be deemed extraneous to, and not a part of, this Agreement.

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

28. Confidentiality. To the extent permissible under law, Contractor shall keep confidential its obligations hereunder and the information acquired during the performance of the project or services hereunder.
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29. 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."

30. 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.

31. 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.

32. Claims. Any claim by Contractor 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.

33. Interpretation. Contractor 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.

34. Warranty; Correction of Work. Contractor warrants that all products, equipment, materials, services, deliverables, and work provided under this Agreement shall:
a. be delivered with good title, free of liens, claims, and encumbrances; b. conform to all requirements of this Agreement;
c. be new and of good quality, unless otherwise expressly approved by the City in writing;
d. be free from defects in design, materials, manufacture, fabrication, installation, and workmanship; and
e. be fit and suitable for their intended purpose.

Unless a longer warranty period is specified in this Agreement or provided by an applicable manufacturer, supplier, subcontractor, or other third party, the warranties in this Section shall remain in effect for one (1) year from the latest of the date of delivery, completion of the applicable services or work, installation and operational testing, if applicable, or acceptance by the City. The City’s inspection, testing, use, payment, or acceptance of any product, service, deliverable, or work shall not waive any warranty or relieve Contractor of any obligation under this Section.
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Consumable items shall be warranted for thirty (30) days from the date of delivery or acceptance by the City, whichever is later. For purposes of this Section, “consumable items” means items intended to be routinely consumed, depleted, or replaced through normal use, such as disposable filters, fluids, and replaceable lamps. Consumable items do not include installed equipment, batteries, electrical or lighting components or assemblies, finishes, graphics, manufactured or fabricated components, or any other item intended to remain in service as part of the completed product or work.

If, during the applicable warranty period, the City determines that any product, equipment, material, service, deliverable, or work is defective or nonconforming, Contractor shall, upon the City’s written notice and at Contractor’s sole cost and expense, promptly repair, correct, remove, replace, or reperform the defective or nonconforming product, service, deliverable, or work. Contractor’s obligations shall include all labor, professional services, supervision, materials, equipment, testing, transportation, removal, disposal, reinstallation, restoration, and other costs necessary to provide fully conforming products, services, deliverables, and work.

If Contractor fails to begin and diligently complete the required correction within the time specified by the City, or immediately when necessary to protect persons or property or prevent interruption of City operations, the City may correct, replace, or reperform the defective or nonconforming product, service, deliverable, or work itself or through others. Contractor shall reimburse the City for all costs and expenses incurred by the City.

Any repaired, corrected, replaced, or reperformed product, service, deliverable, or work shall be warranted for one (1) year from the date the repair, correction, replacement, or reperformance is completed and accepted by the City, or for the remainder of the original warranty period, whichever is longer.

Contractor shall obtain and pass through to the City all applicable manufacturer, supplier, subcontractor, and other third-party warranties, together with all documentation reasonably necessary for the City to enforce those warranties.

Third-party warranties are in addition to, and shall not limit, reduce, replace, or condition, Contractor’s obligations under this Section.

Nothing in this Section shall limit Contractor’s obligation to correct, replace, or reperform defective or nonconforming products, services, deliverables, or work or Contractor’s indemnity obligations under Section 14. The warranties, obligations, and remedies set forth in this Section are cumulative and are in addition to all other rights and remedies available to the City under this Agreement or applicable law.

The warranties and obligations set forth in this Section shall survive completion, acceptance, payment, termination, and expiration of this Agreement and shall 1069
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remain in full force and effect for the applicable warranty periods stated herein and under any assigned or passed-through third-party warranties.

35. Severability. 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.

36. 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 Contractor warrants and represents that he or she is duly authorized to enter into and execute this Agreement on behalf of Contractor, 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 Contractor.

37. 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.

38. Counterparts and Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which when taken together shall constitute one agreement. Signatures transmitted electronically or executed by electronic signature shall have the same force and effect as original signatures.

SIGNATURES FOLLOW ON NEXT PAGE
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AGREEMENT FOR PROJECT SERVICES

BETWEEN THE CITY OF REDONDO BEACH
AND AVANTPAGE INC.

THIS AGREEMENT FOR PROJECT SERVICES (this "Agreement”) is made between the City of Redondo Beach, a chartered municipal corporation ("City") and Avantpage, Inc., a California corporation (“Contractor" or “Consultant”).

The parties hereby agree as follows:

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

C. Compensation. City agrees to pay Contractor for work performed in accordance with Exhibit "C”.

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

GENERAL PROVISIONS

3. City Property. All plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this Agreement shall upon request be delivered to the City within a reasonable time, and the rights thereto shall be deemed assigned to the City. If applicable, Contractor shall prepare check prints upon request. Said plans, drawings, 1071
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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 Contractor's consent. Notwithstanding the foregoing, Contractor shall not be obligated to assign any proprietary software or data developed by or at the direction of Contractor for Contractor's own use; provided, however, that Contractor 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.

6. Records. Contractor, 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". Contractor, 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 Contractor'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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Contractor shall perform in accordance with generally accepted professional practices and standards of Contractor's profession.

10. Business License. Contractor 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.

12. Termination in the Event of Default. Should Contractor 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 1073
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for such termination. Contractor 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 Contractor's breach of this Agreement.

15. Insurance. Contractor 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. Contractor 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. Contractor 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.

19. Limitations upon Subcontracting and Assignment. Contractor acknowledges that the services which Contractor shall provide under this Agreement are unique, personal services which, except as otherwise provided herein, Contractor 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 Contractor, Contractor shall provide to the City upon request copies of each and every subcontract prior to the execution thereof by Contractor and subcontractor. Any attempt by Contractor 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 Contractor or twenty-five percent (25%) or more the voting control of Contractor (whether Contractor is a corporation, limited liability company, partnership, joint venture or otherwise) shall constitute an assignment for purposes of this Agreement.

Further, the involvement of Contractor or its assets in any transaction or series of transactions (by way of merger, sale, acquisition, financing, transfer, leveraged 1075
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buyout or otherwise), whether or not a formal assignment or hypothecation of this Agreement or Contractor’s assets occurs, which reduces Contractor’s assets or net worth by twenty-five percent (25%) or more shall also constitute an assignment for purposes of this Agreement.

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

24. Non-Exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor 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 Contractor, 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, Contractor shall keep confidential its obligations hereunder and the information acquired during the performance of the project or services hereunder.

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." 1076
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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 Contractor 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. Contractor 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. Contractor warrants that all products, equipment, materials, services, deliverables, and work provided under this Agreement shall:
a. be delivered with good title, free of liens, claims, and encumbrances; b. conform to all requirements of this Agreement;
c. be new and of good quality, unless otherwise expressly approved by the City in writing;
d. be free from defects in design, materials, manufacture, fabrication, installation, and workmanship; and
e. be fit and suitable for their intended purpose.

Consumable items shall be warranted for thirty (30) days from the date of delivery or acceptance by the City, whichever is later. For purposes of this Section, “consumable items” means items intended to be routinely consumed, depleted, or replaced through normal use, such as disposable filters, fluids, and replaceable lamps. Consumable items do not include installed equipment, 1077
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batteries, electrical or lighting components or assemblies, finishes, graphics, manufactured or fabricated components, or any other item intended to remain in service as part of the completed product or work.

Third-party warranties are in addition to, and shall not limit, reduce, replace, or condition, Contractor’s obligations under this Section.

Notwithstanding any other provision of this Section, Contractor's aggregate liability under this Section, including any obligation to reimburse the City for costs and expenses incurred in correcting, replacing, or reperforming defective or nonconforming products, services, deliverables, or work, shall not exceed the applicable limits of liability of the insurance coverages required to be maintained by Contractor based on the nature of the claim, regardless of whether insurance coverage is available for or responds to the claim, which are described in Exhibit “D”. This limitation shall not apply to Contractor's indemnity obligations under Section 14.

34. Severability. 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. 1078
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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 Contractor warrants and represents that he or she is duly authorized to enter into and execute this Agreement on behalf of Contractor, 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 Contractor.

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.

37. Counterparts and Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which when taken together shall constitute one agreement. Signatures transmitted electronically or executed by electronic signature shall have the same force and effect as original signatures.

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1079

HARDWARE RENTAL, SOFTWARE LICENSE AND SERVICES AGREEMENT This Hardware Rental, Software License and Services Agreement (hereafter the “Agreement”) dated October 6, 2026 (the “Effective Date”) is made between City of Redondo Beach (the “Customer”), and Liberty Vote USA Inc., (“Liberty Vote”). This Agreement may refer to Liberty Vote and the Customer together as the “Parties,” or may refer to Liberty Vote or the Customer individually as a “Party.”

1. Composition of Agreement. Exhibit A is attached and incorporated herein by reference and forms a part of this Agreement. This Agreement consists of the general terms and conditions contained in the following Sections, together with Exhibit A:

Exhibit A: Hardware Rental, Services, Pricing and Payment Summary

2. Definitions. For the purposes of this Agreement, the following are defined terms:

2.1. “Liberty Vote Software” means the Liberty Vote Democracy Suite® software certified for use in the Customer’s State.

2.2. “Hardware” means the ImageCast® system hardware as more specifically described in Exhibit A and certified for use in the Customer’s State.

2.3. “Specifications” means descriptions and data regarding the features, functions and performance of the Liberty Vote Software, as set forth in user manuals or other applicable documentation provided by Liberty Vote.

3. Term of Agreement. The term of this Agreement (“Term”) shall begin on the Effective Date and shall continue until June 30, 2027. The payment terms of Section 5, to the extent any payments are still due, shall survive any expiration of termination of this Agreement in accordance with their respective terms.

4. Liberty Vote's Responsibilities.

4.1. Liberty Vote shall provide the Customer with the rental Hardware and Liberty Vote Software, and the services described in Exhibit A in accordance with this Agreement, applicable law, and all applicable certification requirements and use procedures of the California Secretary of State. Liberty Vote shall provide the Hardware and Liberty Vote Software sufficiently in advance of the Customer’s election to permit installation, configuration, testing, training, and election preparation in accordance with the written schedule mutually established by the Parties.

4.2. Liberty Vote shall grant to the Customer a non-exclusive, non-transferable (except as provided herein), license (“License”) to use the Liberty Vote Software provided by Liberty Vote pursuant to Section 6 of this Agreement.

4.3. Liberty Vote shall provide invoices to the Customer for the items described in Exhibit A following execution of this Agreement and in accordance with the invoicing schedule set forth in Exhibit A.
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5. Customer's Responsibilities.

5.1. In consideration for the rental, licenses and services described in this Agreement, Customer shall pay the amounts specified in Exhibit A within forty-five (45) days after receipt of a complete and accurate invoice, unless otherwise required by applicable law. Customer shall not be required to pay for Hardware, Software, or services that have not been provided in accordance with this Agreement. Customer is responsible for all sales, excise, personal property or other taxes or duties legally imposed upon the amounts paid or products or services provided under this Agreement, excluding taxes imposed on Liberty Vote’s income, property, payroll, or business operations. If Customer is exempt from such taxes or duties, Customer shall provide Liberty Vote with a tax exemption certificate.

5.2. If applicable, Customer shall provide Liberty Vote with reasonable accommodations required for Liberty Vote to perform its obligations, including premises access and electrical power.

5.3. Customer is solely responsible for assuring all relevant federal, State, and local laws, ruling and ordinances are complied with in regard to the use of Liberty Vote’s system for any Customer election, including all associated election guidelines and applicable election due dates. Notwithstanding any other provision in this Agreement to the contrary, and to the extent permitted by law, Customer shall hold Liberty Vote harmless from and against any and all claims, demands, damages, injuries, expenses (including reasonable attorneys' fees and court costs) and liability arising in connection with the Customer’s responsibility pursuant to this Section 5.

6. Liberty Vote Software and Hardware Rental, License and Use.

6.1. Liberty Vote agrees to rent the Hardware to Customer for the rental period described in Exhibit A.

6.2. License. Liberty Vote grants Customer a non-exclusive, non-transferrable license to use the Liberty Vote Software solely for the Customer’s use in an election. The Customer cannot transfer or sublicense the License to any other third party.

6.3. No Other Licenses. Other than as expressly set forth in this Agreement, (a) Liberty Vote grants no licenses, expressly or by implication, and (b) Liberty Vote’s entering into and performing this Agreement will not be deemed to license or assign any intellectual property rights of Liberty Vote to Customer or any third party. Without limiting the foregoing sentence, Customer agrees to use the Liberty Vote Software outlined in Exhibit A herein, and agrees not to use any Liberty Vote Software as a service bureau for elections outside the Customer’s jurisdiction and agrees not to reverse engineer or otherwise attempt to derive the source code of any Liberty Vote Software. The Customer shall have no power to grant sub-licenses for the Liberty Vote Software. Any use of all or any portion of the Liberty Vote Software not expressly permitted by the terms of this Agreement is strictly prohibited. 1081

6.4. Prohibited Acts. The Customer shall not:

6.4.1. Transfer or copy onto any storage device or hardware or otherwise copy the Liberty Vote Software in whole or in part;

6.4.2. Reverse engineer, disassemble, decompile, decipher or analyze the Liberty Vote Software in whole or in part;

6.4.3. Alter or modify the Liberty Vote Software in any way or prepare any derivative works of the Liberty Vote Software;

6.4.4. Alter, remove or obstruct any copyright or proprietary notices from the Liberty Vote Software, or fail to reproduce the same on any lawful copies of the Liberty Vote Software;

6.4.5. Provide or transfer any Software or System component to any third party unless explicitly authorized in writing by Liberty Vote.

6.5. Proprietary Rights. Customer acknowledges and agrees that Liberty Vote owns the Liberty Vote Hardware, Liberty Vote Software, all documentation and training materials provided by Liberty Vote, the design and configuration of the Liberty Vote Hardware and the format, layout, measurements, design and all other technical information (except for Customer supplied information such as election information) associated with the ballots to be used with the Liberty Vote Hardware. Customer has the right to use the aforementioned items to the extent specified in this Agreement.

Liberty Vote likewise owns all patents, trade-marks, copyrights, trade names and other proprietary or intellectual property in, or used in connection with, the aforementioned items. The aforementioned items also contain confidential and proprietary trade secrets of Liberty Vote which are protected by law and are of substantial value to Liberty Vote. For avoidance of doubt, Liberty Vote acquires no ownership interest in Customer’s election data or election results.

7. Limited Warranties.

7.1. Liberty Vote Software. Liberty Vote warrants that, during the term of this agreement, the Liberty Vote Software will function in accordance with the Specification. If the Customer believes that the Liberty Vote Software is not functioning substantially in accordance with this agreement, the Customer shall provide Liberty Vote with written notice of the material failure within three (3) days of discovering the material failure.

Liberty Vote shall use reasonable efforts to correct the material failure of the Liberty Vote Software. The foregoing warranty shall be void in the event of the Liberty Vote Software (i) has been modified by any party other than Liberty Vote or (ii) has been used by the Customer for purposes other than those described herein.

7.2. Third-Party Products. The warranties herein do not apply to any third-party products.

However, to the extent permitted by the manufacturers of third-party products, Liberty Vote shall pass through to the Customer all warranties such manufacturers make to Liberty Vote regarding the operation of such third party products. 1082

7.3. NO OTHER WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET

FORTH IN THIS AGREEMENT, LIBERTY VOTE DISCLAIMS ALL OTHER

WARRANTIES AND REPRESENTATIONS WHETHER WRITTEN, ORAL,

EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND

ANY WARRANTY BASED ON A COURSE OF DEALING, COURSE OF
PERFORMANCE OR USAGE OF TRADE.

8. Limitation of Liability. LIBERTY VOTE’S TOTAL AGGREGATE LIABILITY FOR

ANY LOSS, DAMAGE, COSTS OR EXPENSES UNDER OR IN CONNECTION WITH

THIS AGREEMENT, HOWSOEVER ARISING, INCLUDING WITHOUT LIMITATION,

LOSS, DAMAGE, COSTS OR EXPENSES CAUSED BY BREACH OF CONTRACT,

NEGLIGENCE, STRICT LIABILITY, BREACH OF STATUTORY OR ANY OTHER

DUTY SHALL IN NO CIRCUMSTANCES EXCEED THE TOTAL DOLLAR AMOUNT OF THE AGREEMENT. NEITHER PARTY SHALL BE LIABLE FOR ANY LOSS OF

PROFITS, LOSS OF BUSINESS, LOSS OF DATA, LOSS OF USE OR ANY OTHER

INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGE

WHATSOEVER, HOWSOEVER ARISING, INCURRED BY THE OTHER PARTY OR

ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT, NEGLIGENCE OR

OTHER TORT, EVEN IF THE PARTIES OR THEIR REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Confidential Information.

9.1. For purposes of this Agreement, confidential information (“Confidential Information”) is defined as those materials, documents, data, and technical information, specifications, business information, customer information, or other information that the disclosing Party maintains as trade secrets or confidential and which are disclosed to a receiving Party in tangible form conspicuously marked as “confidential,” or with words having similar meaning or which are expressly identified in this Subsection 9.1. Confidential Information includes all Liberty Vote Software source and object code and written documentation associated therewith.

9.2. Each Party shall treat the other Party's Confidential Information as confidential within their respective organizations.

9.3. Neither Party shall disclose the other Party's Confidential Information to any person outside their respective organizations unless disclosure is made in response to, or because of, an obligation to any federal, state, or local governmental agency or court with appropriate jurisdiction, to any person properly seeking discovery before any such agency or court, or as may be required by law.

9.4. Permitted Disclosures. The receiving Party may make disclosures if the information (i) is or becomes generally known to the public through no fault of, or breach of this Agreement by, the receiving Party; (ii) is rightfully in the receiving Party’s possession at the time of disclosure without an obligation of confidentiality; (iii) is 1083
independently developed by the receiving Party without use of the disclosing Party’s Confidential Information; (iv) is rightfully obtained by the receiving Party from a third party without restriction on use or disclosure; (v) required to be disclosed by the receiving Party pursuant to law, rule, regulation, subpoena, or court order, including but not limited to the California Public Records Act; (vi) disclosed due to any rule, order, referral, or request, including without limitation any rule, order, referral, or request of Customer’s City Council; or (vii) disclosed as part of the Customer’s routine contract approval process.

10. Termination. If either Party materially breaches this Agreement and does not cure the breach within 30 days after receiving written notice of the breach from the non-breaching Party, the non-breaching Party may terminate this Agreement as of a termination date specified in that notice or in a subsequent notice delivered within the 30-day period. If the breach cannot be completely cured within the 30-day period, no default will occur if the Party receiving the notice begins curative action within the 30-day period and thereafter proceeds with diligence and in good faith to cure the breach as soon as practicable.

11. Risk of Loss Insurance, Title. Customer shall bear the risk of loss or damage to the Hardware and Liberty Vote Software after Customer receipt of the Hardware and Liberty Vote Software to the degree that Liberty Vote demonstrates that the Customer is responsible for the loss or damage to the Hardware and Software. The occurrence of any such loss or damage shall not permit Customer to delay or reduce the payment of any fees prescribed under this Agreement. Customer may, at its own expense and option, obtain and maintain property and casualty insurance for the Hardware and Liberty Vote Software against all risks of loss or damage. The amount of such insurance shall not be less than the replacement cost of the Hardware and Liberty Vote Software. All policies for such insurance shall (i) designate Liberty Vote as an additional insured and Liberty Vote and Customer as loss payees, as their interests may appear and (ii) contain a provision that entitles Liberty Vote to written notice prior to cancellation or modification of such insurance policy. Title to the Hardware and Liberty Vote Software will remain with Liberty Vote and will not pass to the Customer.

12. Assignment and Right to Subcontract. Neither Party may assign its rights, obligations, or interests in this Agreement without the written consent of the other Party.

13. Governing Law and Venue. This Agreement will be construed under the laws of the Customer’s State of California. The Parties shall comply with all applicable California laws in performance of this Agreement. Any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the Superior Court of California, County of Los Angeles.

14. Survival. The provisions of Sections and Subsections 1, 2, 3, 7, 8, 13, and 17 shall survive the expiration or termination of this Agreement.

15. Force Majeure. Should any circumstances beyond the control of Liberty Vote or Customer occur that delay or render impossible the performance of any obligation due under this 1084
Agreement, such obligation will be postponed for the period of any delay resulting from any such circumstances, plus a reasonable period to accommodate adjustment to such extension, or cancelled if performance has been rendered impossible thereby. Such events may include, without limitation, war, acts of terrorism; natural disasters; pandemic; industry-wide labor disputes; acts, laws, rules or regulations of any government or government agency; or other events beyond the control of both Liberty Vote and Customer. Neither party shall be liable under this Agreement for any loss or damage to the other Party due to such delay or performance failures. Notwithstanding the foregoing, both Parties shall use their best efforts to minimize the adverse consequences of any such circumstances.

16. No Third Party Beneficiaries. Liberty Vote and Customer agree that this Agreement is for the benefit of the parties hereto and is not intended to confer any rights or benefits on any third party, and that there are no third-party beneficiaries of this Agreement or any part or specific provision of this Agreement, and no third party shall have any right to enforce this Agreement or any provision hereof.

17. Legality and Severability. This Agreement and the Parties' actions under this Agreement shall comply with all applicable federal, state and local laws, ordinances, rules, regulations, court orders, and applicable governmental agency orders. If any term or provision of this Agreement is held to be illegal or unenforceable, the remainder of this Agreement shall not be affected thereby and each term or provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. The Parties agree that any court reviewing this Agreement shall reform any illegal or unenforceable provision to carry out the express intent of the parties as set forth herein to the fullest extent permitted by law.

18. Waiver. Any failure of a Party to assert any right under this Agreement shall not constitute a waiver or a termination of that right, this Agreement, or any provisions herein.

19. Notices. All notices required or permitted to be given hereunder shall be given in writing and shall be deemed to have been given when, transmitted by email to the applicable email address listed below, provided the sender does not receive notice of failed delivery, personally delivered or by nationally recognized overnight carrier or mailed, certified or registered mail, return receipt requested, addressed to the intended recipient as follows:

If to Liberty Vote:

Liberty Vote USA Inc.

PO Box 40005
Denver, CO 80204
[email protected]

If to the Customer:

City of Redondo Beach
City Clerk’s Office
415 Diamond Street, Door 1
Redondo Beach, CA 90277
[email protected]
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20. Entire Agreement. This Agreement and its Exhibits incorporated herein by reference constitute the entire agreement, understanding and representations between Liberty Vote and the Customer, and supersede and replace all prior agreements, written or oral. No modifications or representations to this Agreement shall be valid unless made in writing and signed by duly authorized representatives of both the Customer and Liberty Vote, and incorporated as an Addendum hereto.

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1086
Administrative
Report
P.1., File # 26-1207 Meeting Date: 10/6/2026
To: CITY COUNCIL
From: JAMES LIGHT, MAYOR
TITLE

DISCUSSION AND CONSIDERATION OF A MAYOR APPOINTMENT TO THE HOUSING

AUTHORITY

ATTACHMENTS
Mayor Light Appointment Recommendation

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1087
COMMISSION APPOINTMENT – OCTOBER 6, 2026

HOUSING AUTHORITY DISTRICT TERM RECRUITMENT
TYPE
TERESA GALVEZ 2 10/01/2026 - 9/30/2028 ANNUAL
1088
Administrative
Report
V.1., File # 26-1236 Meeting Date: 10/6/2026
TITLE

ADJOURN IN MEMORY OF TONY FUNAKI, FORMER CITY EMPLOYEE

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1089

Redondo Beach City CouncilOctober 6, 2026

Redondo Beach City Council
October 6, 2026