Santa Monica City Council
October 8, 2024

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Packet Pg. 580 Attachment: CDD-Ord-6th Cycle HE Phase 2 2d 100824 (6684 : Housing Element 2 Implementation - Second Reading) 41 2 or more parcels where the owner(s) have recorded a covenant with the Office of the County Recorder that states the intention of the owner(s) to combine and use the parcels as a single unit of land in compliance with City regulations.]

9.52.020.1540 Parcel, Corner. A parcel of land abutting 2 or more streets at their intersection, or upon 2 parts of the same street forming an interior angle of less than 135 degrees.

9.52.020.1550 Parcel, Flag. A parcel not fronting on or abutting a public road and where access is from a public road by a narrow right-of-way or driveway.

9.52.020.1560 Parcel, Key. The first interior parcel to the rear of a reversed corner parcel and not separated therefrom by an alley.

9.52.020.1570 Parcel, Reversed Corner. A corner parcel, the side street line of which is substantially a continuation of the front parcel line of the first parcel to its rear.

9.52.020.1580 Parcel, Through. A parcel which fronts on 2 parallel streets or which fronts upon 2 streets which do not intersect at the boundaries of the parcel.

9.52.020.1590 Parcel Area. The total area within the property lines of a parcel, excluding any street or alley right-of-way.

9.52.020.1600 Parcel Depth. The longest perpendicular length between a front and rear parcel line or an imaginary extension of a rear parcel line as necessary for non-rectilinear parcels.

9.52.020.1610 Parcel Frontage. The width of the front parcel line measured at the street right-of-way.

9.52.020.1620 Parcel Line. A line of record bounding a parcel that divides one parcel from another parcel or from a public or private street or any other public space.

9.52.020.1630 Parcel Line, Front. The parcel line separating a parcel from a street right-of-way. In the case of a corner parcel, the line separating the narrowest street frontage of the parcel from the street shall be

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Packet Pg. 581 Attachment: CDD-Ord-6th Cycle HE Phase 2 2d 100824 (6684 : Housing Element 2 Implementation - Second Reading) 42 considered the front. For corner parcels with equal street frontage dimensions, the front of the parcel is the street frontage that is consistent with the prevailing street frontage orientations along the block where the corner parcel is located. For parcels between a walk street and an alley, the front of the parcel is considered along the walk street. For through parcels between a walk street and a street with vehicular access, the front of the parcel is considered along the street with vehicular access.

9.52.020.1640 Parcel Line, Rear. The parcel line opposite and most distant from the front parcel line; or in the case of triangular or otherwise irregularly shaped parcel, a line 10 feet in length entirely within the parcel, parallel to, and at a maximum distance from the front parcel line.

9.52.020.1650 Parcel Line, Side. Any parcel line other than a front or rear parcel line.

9.52.020.1660 Parcel Width. For rectilinear parcels, the distance between the side parcel lines determined by the length of a straight line drawn at right angles to the side parcel lines and parallel with both the front and rear parcel lines.

For non-rectilinear parcels, a series of measurements based on the location of the side parcel lines shall be required to determine varying parcel widths at any given locations on the parcel.

9.52.020.1670 Parking Facility. An area of a parcel, structure, or any other area, including driveways, which is designed for and the primary purpose of which is to provide for the temporary storage of operable motor vehicles.

9.52.020.1680 Accessory Parking. An area of a parcel, structure, or any other area, which is designed, reserved for, and the primary purpose of which is to provide off-street parking to serve a building or use that is the primary or main use of the parcel.

9.52.020.1690 Long-Term Parking. An area designed for employee or parking when a vehicle is not normally moved during the period of an employee’s work shift, as opposed to customer or visitor parking.

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Packet Pg. 582 Attachment: CDD-Ord-6th Cycle HE Phase 2 2d 100824 (6684 : Housing Element 2 Implementation - Second Reading) 43 9.52.020.1700 Parking, Bicycle. A covered or uncovered area equipped with a rack or other device designed and useable for the secure, temporary storage of bicycles.

9.52.020.1710 Long-Term Bicycle Parking. Bicycle parking that is designed to serve employees, students, residents, commuters, and others who generally stay at a site for 3 hours or longer.

9.52.020.1720 Short-Term Bicycle Parking. Bicycle parking that is designed to serve shoppers, customers, messengers, guests, and other visitors to a site who generally stay for a period of less than 4 hours.

9.52.020.1730 Parking Space, Off-Street. An area, covered or uncovered, designed and usable for the temporary storage of a vehicle, which is paved and accessible by an automobile without permanent obstruction.

9.52.020.1740 Accessible Parking. Parking spaces that are designed and reserved for a vehicle(s) that is dedicated to persons with disabilities.

9.52.020.1745 Automated Parking System. Off-street parking facility where vehicular storage and retrieval within such facility is accomplished entirely through a mechanical conveyance system. A parking facility with parking lift systems that require an attendant to maneuver a vehicle that is to be parked shall not be considered an automated parking facility.

9.52.020.1750 Car Share Parking. Parking spaces that are dedicated for a vehicle(s) provided by a certified car-share organization for the purpose of providing a car-share-service to occupants of a building or the general public.

9.52.020.1760 Independently-Accessible Parking. Parking spaces that allow a vehicle to be accessed without having to move another vehicle under its own power. They shall include spaces accessed by automated garages, or car elevators, lifts or other space-efficient parking provided that no more than one car needs to be moved under its own power to access any one space.

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Packet Pg. 583 Attachment: CDD-Ord-6th Cycle HE Phase 2 2d 100824 (6684 : Housing Element 2 Implementation - Second Reading) 44 9.52.020.1770 Shared Parking. The management of parking spaces so that they can be used by multiple users. This allows for the more efficient use of parking facilities. Parking may be shared between multiple users on the same parcel, between multiple users on different parcels, or in dedicated shared parking facilities such as public parking lots.

9.52.020.1780 Stacked Parking. Space-efficient parking in which vehicles are stored and accessed by mechanical stackers or lifts or other spaceefficient means.

9.52.020.1790 Tandem Parking. Parking spaces that are placed one behind another and where a vehicle needs to be moved to access the desired parking space.

9.52.020.1800 Unbundled Parking. The practice of selling or leasing parking spaces separate from the purchase or lease of the commercial or residential use.

9.52.020.1810 Valet Parking. Stacked or valet parking is allowed if an attendant is present or an automated system is in place to move vehicles. The automated system may or may not be managed by an attendant.

9.52.020.1820 Parking Structure. A structure used for parking and storage of vehicles.

9.52.020.1830 Semi-Subterranean. A parking structure located partially underground.

9.52.020.1840 Subterranean. A parking structure located entirely underground, except for openings for ingress and egress.

9.52.020.1850 Patio. An outdoor area, often paved, adjoining a building that is used for outdoor open space. It is not fully enclosed by walls and typically is located at grade or supported by minimal footings.

9.52.020.1860 Paving. A type of material used over areas of a parcel such as driveways, parking spaces and areas, pathways, patios, and front setbacks used for access by vehicles and pedestrians.

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Packet Pg. 584 Attachment: CDD-Ord-6th Cycle HE Phase 2 2d 100824 (6684 : Housing Element 2 Implementation - Second Reading) 45 9.52.020.1870 Permit. Any Zoning Conformance, Conditional Use Permit, Minor Use Permit, Temporary Use Permit, Development Review Permit, Administrative Approval, Home Occupation, Building Permit, license, certificate, approval, or other entitlement for development and/or use of property as required by any public agency.

9.52.020.1880 Permitted Use. Any use or structure that is allowed in a zoning district without a requirement for approval of a Use Permit, but subject to any restrictions applicable to that zoning district.

9.52.020.1890 Person. Any natural person or other entity recognized by California law as such, including a firm, association, organization, partnership, business trust, company, or corporation.

9.52.020.1900 Person with a Disability. A person who has a physical or mental impairment that limits one or more major life activities; anyone who is regarded as having that type of impairment; or anyone who has a record of that type of impairment.

9.52.020.1910 Planning Commission. The Planning Commission of the City of Santa Monica.

9.52.020.1920 Plaza. An outdoor space set aside for gathering or congregating and commercial activities, typically surrounded by building frontages.

9.52.020.1930 Podium. A building beneath a taller multi-story building of smaller area.

9.52.020.1940 Porte Cochere. A roofed structure through which a vehicle can pass, extending from the entrance of a building over an adjacent driveway, the purpose of which is to shelter persons entering and exiting a building.

9.52.020.1950 Pre-Existing. In existence prior to the effective date of this Article.

9.52.020.1960 Primary Use. See Use, Primary.

9.52.020.1970 Private Tennis Court. A tennis court which is used for noncommercial purposes by the owner(s) of the property or guests.

9.52.020.1980 Project. Any proposal for a new or changed use or for new construction, alteration, or enlargement of any structure, that is subject to the provisions of this ordinance. This term includes, but is not limited to, any

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Packet Pg. 585 Attachment: CDD-Ord-6th Cycle HE Phase 2 2d 100824 (6684 : Housing Element 2 Implementation - Second Reading) 46 action that qualifies as a “project” as defined by the California Environmental Quality Act.

9.52.020.1990 Public Land. Any government-owned land, including, but not limited to, public parks, beaches, playgrounds, trails, paths, schools, public buildings, and other recreational areas or public open spaces.

9.52.020.2000 Public Resources Code. The Public Resources Code of the State of California.

9.52.020.2010 Qualified Applicant. The property owner, the owner’s agent, or any person or other legal entity that has a legal or equitable interest in land that is the subject of a development proposal or is the holder of an option or contract to purchase such land or otherwise has an enforceable proprietary interest in such land.

9.52.020.2020 Ramp. An access driveway leading from one parking level to another, or an access driveway from an entrance leading to parking at a different level.

9.52.020.2030 Reasonable Accommodation. A type of discretionary permit that, if approved, would provide a person with a disability equal access to housing under the California Fair Employment and Housing Act, the Unruh Civil Rights Act, the Federal Fair Housing Act, and the Americans with Disabilities Act (ADA) in the application of building and zoning laws and other land use policies, procedures, laws, rules, and regulations.

9.52.020.2035 Reasonable Modification. An alteration or modification to a building or structure, at the applicant’s expense, that, if approved, would provide a person with a disability equal access to housing under the California Fair Employment and Housing Act, the Unruh Civil Rights Act, the Federal Fair Housing Act, and the Americans with Disabilities Act (ADA).

9.52.020.2040 Residential Use. One or more rooms designed, occupied or intended for occupancy as primary living quarters in a building or portion thereof.

9.52.020.2050 Review Authority. Body responsible for making decisions on zoning and related applications.

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Packet Pg. 586 Attachment: CDD-Ord-6th Cycle HE Phase 2 2d 100824 (6684 : Housing Element 2 Implementation - Second Reading) 47 9.52.020.2060 Right-of-Way. A strip of land acquired by reservation, dedication, forced dedication, prescription or condemnation and intended to be occupied or occupied by a road, railroad, electric transmission lines, oil or gas pipeline, water line, sanitary storm sewer or other similar use.

9.52.020.2070 Roof. That portion of a building or structure above walls or columns that shelters the floor area or the structure below.

9.52.020.2080 Barrel Roof. An arched roof with a semi-circular, half-cylindrical shape.

9.52.020.2090 Gambrel Roof. A roof with 2 slopes on each of its 2 sides of which the lower is steeper than the upper slope.

9.52.020.2100 Hip Roof. A 4-sided roof with sloping ends and sides.

9.52.020.2110 Mansard Roof. A roof with 2 sloping planes of different pitch on each of the 4 sides.

9.52.020.2120 Pitched Roof. A roof with 2 sides that have at least one foot of vertical rise for every 3 feet of horizontal run.

9.52.020.2130 Shed Roof. A roof with a single slope.

9.52.020.2140 Roof Deck. A platform located on the flat portion of a roof or setback of a building that is used for outdoor space. It is distinct from a patio.

9.52.020.2150 Screening. Buffering of a building or activity from neighboring areas or from the street with a wall, fence, hedge, informal planting, or berm.

9.52.020.2160 Security Grate or Grilles. A metal grate that rolls up over, or slides across, a window or door to provide protection against unwanted entry. It also can be a fixed metal fixture over window openings.

9.52.020.2170 Senior Citizen. An individual 62 years of age or older unless otherwise expressly stated in this Article.

9.52.020.2180 Setback. The distance between the parcel line and a building, not including permitted projections, that must be kept clear or open. See also Section 9.04.040, Measuring Distances, Section 9.04.130, Determining Setbacks, and Section 9.21.110, Projections into Required Setbacks.

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Packet Pg. 587 Attachment: CDD-Ord-6th Cycle HE Phase 2 2d 100824 (6684 : Housing Element 2 Implementation - Second Reading) 48 9.52.020.2190 Setback, Front. A space extending the full width of the parcel between any building and the front parcel line, and measured perpendicularly to the building at the closest point to the front parcel line.

9.52.020.2200 Setback, Rear. A space extending the full width of the parcel between the principal building and the rear parcel line measured perpendicularly from the rear parcel line to the closest point of the principal building. When a rear parcel line abuts an alley or walkstreet, the rear setback shall be measured from the center line of the alley or walkstreet.

9.52.020.2210 Setback, Side. A space extending the full depth of the parcel between the principal building and the side parcel line measured perpendicularly from the side parcel line to the closest point of the principal building. For non-rectilinear parcels, a space extending the full depth of the parcel between the principal building and the side parcel line(s) measured using a series of measurements parallel to the front parcel line to determine varying parcel widths at any given locations on the parcel.

9.52.020.2220 Setback, Street Side. A space extending the full depth of the parcel between the principal building and the side parcel line adjacent to a public street right-of-way measured perpendicularly from the side parcel line to the closest point of the principal building. For nonrectilinear parcels, a space extending the full depth of the parcel between the principal building and the side parcel line(s) adjacent to a public street right-of-way measured using a series of measurements parallel to the front parcel line to determine varying parcel widths at any given locations on the parcel.

9.52.020.2230 Sexually-Oriented Business. See Chapter 9.59, Sexually-Oriented Businesses, for details.

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Packet Pg. 588 Attachment: CDD-Ord-6th Cycle HE Phase 2 2d 100824 (6684 : Housing Element 2 Implementation - Second Reading) 49 9.52.020.2240 Shrub. A plant with a compact growth habit and branches coming from the base of the plant. Mature heights of shrubs may vary from one foot to 15 feet depending on their species and landscape application.

9.52.020.2250 Sidewalk. A paved, surfaced, or leveled area, paralleling and usually separated from the street, used as a pedestrian walkway.

9.52.020.2260 Sidewalk Café. Any outdoor dining area located in or adjacent to any public sidewalk or right-of-way which is associated with a restaurant or other eating and drinking establishment on a contiguous adjacent parcel.

9.52.020.2270 Sign-Related Definitions. All terms relating to signage are defined in Chapter 9.61, Signs.

9.52.020.2280 Site. A parcel, or group of contiguous parcels, that is proposed for development in accordance with the provisions of this Article and is in a single ownership or under unified control.

9.52.020.2290 Skylight. That portion of a roof which is glazed to admit light, and the mechanical fastening required to hold the glazing, including a curb not exceeding 10 inches in height, to provide a weatherproofing barrier.

9.52.020.2300 Solar Energy System. Any solar collector or other solar energy device, certified pursuant to State law, along with its ancillary equipment, whose primary purpose is to provide for the collection, storage, and distribution of solar energy for space heating, space cooling, electric generation, or water heating, or any structural design feature of a building, whose primary purpose is to provide for the collection, storage, and distribution of solar energy for electricity generation, space heating or cooling, or for water heating.

9.52.020.2310 State Historical Building Code. California Code of Regulations, Title 24, Part 8, or any successor thereto, which constitutes a special Stateadopted building code for historic buildings allowing flexible approaches to their construction problems. This Code was developed to accommodate changes necessary for the continued use of historic buildings, while preserving their historic character and significant architectural features.

Applicants may elect to use the State Historic Building Code as an

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Packet Pg. 589 Attachment: CDD-Ord-6th Cycle HE Phase 2 2d 100824 (6684 : Housing Element 2 Implementation - Second Reading) 50 alternative to standard construction codes such as the City’s Building Code or Electrical Code.

9.52.020.2320 Story. That portion of a building included between the upper surface of any floor and the upper surface of the floor next above, except that the topmost story shall be that portion of a building included between the upper surface of the topmost floor and the upper surface of the roof above. A mezzanine with a floor area that exceeds one-third of the floor area of the overlooking room of the floor below constitutes a story. An attic and basement shall not be considered stories.

9.52.020.2330 Street. A public or private thoroughfare which affords the access to a block and to abutting property. “Street” includes avenue, place, way, drive, boulevard, highway, road, and any other thoroughfare, except an alley as defined herein.

9.52.020.2340 Street Tree. Trees that are located in the public right-of-way.

9.52.020.2350 Street Wall. A wall or portion of a wall of a building facing a street.

9.52.020.2360 Structural Alterations. Any physical change to or the removal of the supporting members of a structure or building, such as bearing walls, columns, beams, or girders including the creation, enlargement, or removal of doors or windows and changes to a roofline or roof shape.

9.52.020.2370 Structure. Anything constructed or erected, which requires a fixed location on the ground, or is attached to a building or other structure having a fixed location on the ground.

9.52.020.2380 Structure, Accessory. A detached subordinate structure, used only as incidental to the main structure on the same parcel.

9.52.020.2390 Structure, Main. A structure housing the principal use of a site or functioning as the principal use.

9.52.020.2400 Structure, Subterranean. A structure located entirely underground, except for openings for ingress and egress.

9.52.020.2410 Structure, Temporary. A structure without any foundation or footings and which is intended to be removed when the designated time

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Packet Pg. 590 Attachment: CDD-Ord-6th Cycle HE Phase 2 2d 100824 (6684 : Housing Element 2 Implementation - Second Reading) 51 period, activity, or use for which the temporary structure was erected has ceased.

9.52.020.2420 Subdivision. See Chapter 9.54, Land Divisions, for all subdivision definitions.

9.52.020.2430 Swimming Pool. A pool, pond, or open tank capable of containing a large and deep enough body of water for people to use to swim.

9.52.020.2440 Temporary Structure. See Structure, Temporary.

9.52.020.2445 Third Street Promenade Area. The area including the Third Street Promenade and parcels located in that portion of the BC (2nd & 4th Streets) District bounded by 2nd Street to the west, Broadway to the south, 4th Street to the east, and Wilshire Boulevard to the north.

9.52.020.2448 Tower. A building or structure with a height exceeding 90 feet. A tower may be constructed above a podium or at grade.

9.52.020.2450 Trailer. A vehicle without motor power, designed to be drawn by a motor vehicle and to be used for human habitation or for carrying persons or property, including a mobile home, trailer coach or house trailer.

9.52.020.2460 Trash Screen/Enclosure. A permanent, immobile structure, designed for the storage of a mobile resource recovery, recycling, or compost bin or container.

9.52.020.2470 Unit. See Dwelling Unit.

9.52.020.2480 Use. The purpose for which land or the premises of a building, structure, or facility thereon is designed, arranged, or intended, or for which it is or may be occupied or maintained.

9.52.020.2490 Use, Accessory. A use that is customarily associated with, and is incidental and subordinate to, the primary use and located on the same parcel as the primary use.

9.52.020.2500 Use, Primary. A primary, principal or dominant use established, or proposed to be established, on a parcel. In a mixed-use building, there may be more than one primary use.

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Packet Pg. 591 Attachment: CDD-Ord-6th Cycle HE Phase 2 2d 100824 (6684 : Housing Element 2 Implementation - Second Reading) 52 9.52.020.2510 Use Classification. A system of classifying uses into a limited number of use types on the basis of common functional, product, or compatibility characteristics. All use types are grouped into the following categories: residential; public and semi-public; commercial; industrial; and transportation, communication, and utilities. See Chapter 9.51, Use Classifications.

9.52.020.2520 Use Permit. A discretionary permit, such as a Minor Use Permit or Conditional Use Permit, which may be granted by the appropriate City authority to provide for the accommodation of land uses with special site or design requirements, operating characteristics, or potential adverse effects on surroundings, which are not permitted as of right but which may be approved upon completion of a review process and, where necessary, the imposition of special conditions of approval by the permit granting authority.

See Chapter 9.41, Minor Use Permits and Conditional Use Permits.

9.52.020.2530 Use Type. A category which classifies similar uses based on common functional, product, or compatibility characteristics.

9.52.020.2540 Utilities. Equipment and associated features related to the mechanical functions of a building(s) and services such as water, electrical, telecommunications, and waste.

9.52.020.2550 Vibration. A periodic motion of the particles of an elastic body or medium in alternately opposite directions from the position of equilibrium.

9.52.020.2560 View Corridor. An area where there is a view of all or a portion of a panoramic subject, scene, or area.

9.52.020.2570 Wall. Any exterior surface of building or any part thereof, including windows.

9.52.020.2580 Window. An opening in a wall of a building that may be filled with glass or other material in a frame. They typically allow light and air into the interior of a building but also serve as vehicles for viewing merchandise in commercial properties.

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Packet Pg. 592 Attachment: CDD-Ord-6th Cycle HE Phase 2 2d 100824 (6684 : Housing Element 2 Implementation - Second Reading) 53 9.52.020.2590 Primary Room Window. A glazed surface whose area is larger than any other glazed surface in a living room, dining room, family room, library, or similar such activity room in a dwelling unit.

9.52.020.2600 Secondary Room Window. A glazed surface serving a bedroom, bathroom, kitchen, stairway, corridor, or storage area in a dwelling unit, or a non-primary window in a primary space.

9.52.020.2610 Yard. See Setback.

9.52.020.2620 Zoning Administrator. The Director of the Department of Planning and Community Development, or designee.

9.52.020.2630 Zoning District. A specifically delineated area or district in the City within which regulations and requirements uniformly govern the use, placement, spacing, and size of land and buildings.

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Packet Pg. 593 Attachment: CDD-Ord-6th Cycle HE Phase 2 2d 100824 (6684 : Housing Element 2 Implementation - Second Reading) 1 DIVISION 6: LAND USE AND ZONING RELATED PROVISIONS
Chapter 9.54, Land Divisions
Chapter 9.55, Architectural Review
Chapter 9.64, Affordable Housing Production Program
Chapter 9.65, Childcare Linkage Program
Chapter 9.66, Transportation Impact Fee Program
Chapter 9.67, Parks and Recreation Development Impact Fee Program Chapter 9.68, Affordable Housing Commercial Linkage Fee Program

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Packet Pg. 594 Attachment: CDD-Ord-6th Cycle HE Phase 2 2d 100824 (6684 : Housing Element 2 Implementation - Second Reading) 2 CHAPTER 9.54 LAND DIVISIONS

9.54.140 Special Procedures for Projects Subject to Specific State Law Provisions
A, Purpose.

The purpose of this section is to provide special procedures for projects subject to approval in accordance with specific state law provisions.

B. Applicability.

1. Eligible Projects.
a. Projects seeking lot splits pursuant to Section 9.31.125, Duplexes and Lot Splits on Parcels Zoned for Single-Unit Residential. b. Projects proposing 10 or fewer units and meeting the requirements of Government Code Section 66499.41.
c. Projects proposing to separately convey or sell a primary unit and an ADU or ADUs as condominiums that would result in four or fewer parcels, pursuant to Section 9.31.026, Accessory Dwelling Unit Condominiums, in accordance with the regulations set forth in Government Code Section 66342.

2. Except as modified by this section, all provisions of this Chapter remain applicable.

C. Approval Procedures.

The following procedures shall apply to eligible projects under paragraph (B)(1) above.

1. Subdivisions pursuant to Section 9.31.125, Duplexes and Lot Splits on Parcels Zoned for Single-Unit Residential:
a. Projects are exempt from Planning Commission approval.

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Packet Pg. 595 Attachment: CDD-Ord-6th Cycle HE Phase 2 2d 100824 (6684 : Housing Element 2 Implementation - Second Reading) 3 b. The Director shall issue a Tentative Map approval if the proposed subdivision conforms precisely to appliable standards set forth in Section 9.31.125. c. The Director shall act within 50 days of receiving a complete application.
d. If the Director fails to act within 50 days of receiving a complete application, the proposed subdivision shall be deemed approved in so far as it complies with all applicable requirements of the Subdivision Map Act, this Chapter, and any other applicable City ordinances.

2. Subdivisions pursuant to Government Code Section 66499.41. a. Projects are exempt from Planning Commission approval. b. The Director shall issue a Tentative Map approval if the proposed subdivision conforms precisely to appliable standards set forth in Government Code Section 66499.41.
c. The Director shall approve or deny an application for a tentative map for a housing development project within 60 days from the date of receiving a complete application pursuant to Government Code 66499.41. d. If the Director does not approve or deny a completed application within 60 days, the application shall be deemed approved. e. If the Director denies the application, the Director shall, within 60 days from the date of receiving the completed application, return in writing a full set of comments to the applicant with a list of items that are defective or deficient and a description of how the applicant can remedy the application.

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Packet Pg. 596 Attachment: CDD-Ord-6th Cycle HE Phase 2 2d 100824 (6684 : Housing Element 2 Implementation - Second Reading) 4 3. Subdivisions Pursuant to Section 9.31.026, Accessory Dwelling Unit Condominiums that will result in four or fewer parcels:
a. Projects are exempt from Planning Commission approval. b. The Director shall, within the timeframes set forth in this Chapter, deny a Tentative Map if the Director makes any of the findings set forth in

9.54.070(D).
c. If no action is taken by the Director within the required time limit, as specified in the Subdivision Map Act, the Tentative Map as filed shall be deemed to be approved, insofar as it complies with other applicable provisions of the Subdivision Map Act, this Chapter or other City ordinances.

D. Term.

Notwithstanding anything to the contrary in this Chapter, Tentative Map approvals subject to this Section shall remain effective for 3 years.

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Packet Pg. 597 Attachment: CDD-Ord-6th Cycle HE Phase 2 2d 100824 (6684 : Housing Element 2 Implementation - Second Reading) 5 CHAPTER 9.55 ARCHITECTURAL REVIEW

9.55.120 Project Review by and Approval of Architectural Review Board A. Except as provided by Section 9.55.190 on administrative approval, no building permit shall be issued for any project in an architectural review district unless plans, elevations, or landscaping, have been approved by the Architectural Review Board or on appeal by the Planning Commission. In addition to those projects subject to administrative approval by the Director under Section 9.55.190, the Architectural Review Board, under authority of Section 9.55.070 of this Chapter, may, by resolution, authorize the Director to approve applications for building permits for minor or insignificant projects in an architectural review district, so long as such projects do not defeat the purposes and objectives of this Chapter.

B. No completed project that is subject to and receives the Architectural Review Board’s approval shall receive a certificate of occupancy or final building inspection approval until the Director certifies that such construction has complied with the conditions and restrictions, if any, imposed by the Architectural Review Board or on appeal by the Planning Commission, and that the final construction is in conformity with the plans approved by the Architectural Review Board or on appeal by the Planning Commission.

C. Preliminary drawings of the design of a proposed project shall be submitted to the Community Development Department for informal review so that an applicant may be informed of Architectural Review Board policies prior to preparing for plan check submittal.

D. Plans or proposals that require a design review approval by the Architectural Review Board shall be considered at a noticed public hearing in accordance with the

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Packet Pg. 598 Attachment: CDD-Ord-6th Cycle HE Phase 2 2d 100824 (6684 : Housing Element 2 Implementation - Second Reading) 6 procedures set forth in this Chapter. At the conclusion of a public hearing, or continued public hearing, the Architectural Review Board shall issue a determination on an application. The Architectural Review Board shall be authorized to approve, conditionally approve, or disapprove exterior elevations, landscaping, and general appearance and to impose such conditions as it believes reasonable and necessary. The Architectural Review Board shall transmit its determination to the applicable Review Authority in writing, including the reasons for the determination, and the findings related to the criteria for the determination in Section 9.55.140.

E. The Architectural Review Board shall make a determination in accordance with paragraph (D) at the conclusion of no more than three noticed public hearings or continued public hearings, provided that the number of the hearings and the timing for the determination shall be subject to all applicable law, including, but not limited to Government Code section 65905.5.

F. For projects that require an Administrative Approval:

1. Except as provided in subsection 2, below, the Board shall issue its determination prior to issuance of the Administrative Approval by the Director.

2. Notwithstanding subsection 1, above, the Architectural Review Board’s design review approval shall occur after the Director’s determination on the Administrative Approval if the project has met the following:
a. At least one Architectural Review Board design review approval hearing has occurred;
b. The applicant has submitted revised plans in response to the Architectural Review Board’s design review comments; and

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Packet Pg. 599 Attachment: CDD-Ord-6th Cycle HE Phase 2 2d 100824 (6684 : Housing Element 2 Implementation - Second Reading) 7 c. The project conforms precisely to all applicable development standards and the Administrative Approval determination by the Director is ready to be issued.

G. For projects that require a Development Review Permit, the Architectural Review Board shall issue its determination prior to consideration of the project by the Planning Commission.

H. The Architectural Review Board also shall have the authority to undertake review and approval of projects as authorized by the Zoning Ordinance or of sign permits as authorized by Chapter 9.61.

9.55.140 Criteria.

A. The Architectural Review Board may approve, approve with conditions, or disapprove an application submitted to it pursuant to Section 9.55.120 after consideration of whether the project complies with the following criteria:

1. The plan for the proposed project is expressive of good taste, good design, and in general contributes to the image of Santa Monica as a place of beauty, creativity, and individuality;

2. The proposed project is not of inferior quality such as to cause the nature of the local neighborhood or environment to materially depreciate in appearance and value;

3. The proposed design of the project is compatible with developments on land in the general area; and

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Packet Pg. 600 Attachment: CDD-Ord-6th Cycle HE Phase 2 2d 100824 (6684 : Housing Element 2 Implementation - Second Reading) 8 4. The proposed project is in conformity with the effective guidelines and standards adopted pursuant to this Chapter and all other applicable ordinances relating to the location and appearance of the project involved.

B. If the Architectural Review Board finds that the project complies with the criteria in subsection (A) above, the Architectural Review Board shall approve the application. The Architectural Review Board may impose conditions when the proposed project does not comply with the above criteria and any such conditions are limited to those that will bring the proposed project into conformity therewith. If an application is disapproved, the Architectural Review Board shall detail in its findings, as applicable, the criteria with which the project does not comply or the guidelines that are violated. Any action taken by the Architectural Review Board in regard to a proposed project shall be in writing and include findings, signed by the Chairperson, and a copy thereof shall be provided to the applicant by email utilizing the email address provided on the application, in person, or by United States mail, upon request.

C. In no case shall the Architectural Review Board impose conditions that reduce residential density or have the effect of denying a housing project as those terms are defined in Government Code Section 65589.5.

D. A decision or order of the Architectural Review Board shall not become final until 10 days after the date upon which a ruling has been made, unless an appeal is filed pursuant to Section 9.55.160.

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Packet Pg. 601 Attachment: CDD-Ord-6th Cycle HE Phase 2 2d 100824 (6684 : Housing Element 2 Implementation - Second Reading) 9 CHAPTER 9.64 AFFORDABLE HOUSING PRODUCTION PROGRAM

9.64.040 Affordable Housing Obligation
A. Except as provided in Section 9.23.030(A), no building permit shall be issued for any multiple-unit project unless such project has been approved in accordance with the standards and procedures set forth in this Chapter.

B. All applicants for multiple-unit projects shall satisfy the affordable housing obligation by choosing one of the following options:

1. Provide affordable housing units on-site in accordance with Section

9.64.050;

2. Provide affordable housing units off-site in accordance with Section

9.64.060;

3. For projects of five units or less, pay an affordable housing fee in accordance with Section 9.64.070(A) or provide affordable housing unit(s) on-site in accordance with Section 9.64.050; or

4. Acquire land for affordable housing in accordance with Section 9.64.080.

C. An application for a multiple-unit project will not be determined complete until the applicant has submitted a written proposal that demonstrates the manner in which the requirements of this Chapter will be met.

9.64.050 On-Site Option
Except as provided in Chapter 9.34, Residential Unit Replacement Requirements, the following requirements must be met to satisfy the on-site provisions of this Chapter:

A. An applicant for the following multiple unit provides shall provide 15% of total units as affordable to no more than 80% income households:

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Packet Pg. 602 Attachment: CDD-Ord-6th Cycle HE Phase 2 2d 100824 (6684 : Housing Element 2 Implementation - Second Reading) 10 1. Projects of 5 units or less that has not elected to pay an affordable housing fee;

2. Projects of 6-19 units.

B. An applicant for a multiple-unit project of twenty units or more shall construct affordable housing units pursuant to subsection A, above, which shall be divided equally among 50% income households, 80% income households, and moderate income households. Any remainder units above multiples of three shall be distributed to 50% income households first and 80% income households second. For illustrative purposes, Table 9.64.050(C), below, provides examples of how distribution would look for certain projects.

Table 9.64.050(C)
# of Affordable Units in the Project 50% AMI 80% AMI
Moderate
Income
3 1 1 1
4 2 1 1
5 2 2 1
6 2 2 2
7 3 2 2
8 3 3 2
9 3 3 3
10 4 3 3
11 4 4 3
12 4 4 4

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Packet Pg. 603 Attachment: CDD-Ord-6th Cycle HE Phase 2 2d 100824 (6684 : Housing Element 2 Implementation - Second Reading) 11 Table 9.64.050(C)
# of Affordable Units in the Project 50% AMI 80% AMI
Moderate
Income
13 5 4 4
14 5 5 4
15 5 5 5
16 6 5 5
17 6 6 5
18 6 6 6
19 7 6 6
20 7 7 6
21 7 7 7
Additional affordable housing unit Allocate 1st Allocate 2nd Allocate 3rd C. Fractions. Any fractional affordable housing unit that results from the formulas of this Section that is 0.5 or more shall be treated as a whole affordable housing unit (i.e., any resulting fraction shall be rounded up to the next larger integer) and that unit shall also be built pursuant to the provisions of this Section. Any fractional affordable housing unit that is less than 0.5 can be satisfied by the payment of an affordable housing fee for that fractional unit only pursuant to Section 9.64.070(B).

D. Income and Rent Limits. The City shall make available a list of income levels for 30% income households, 50% income households, 80% income households, and moderate income households, adjusted for household size, the corresponding maximum affordable rents adjusted by household size appropriate for the unit, and the minimum

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Packet Pg. 604 Attachment: CDD-Ord-6th Cycle HE Phase 2 2d 100824 (6684 : Housing Element 2 Implementation - Second Reading) 12 number of units required for 30% income households, 50% income households, or 80% income households required for typical sizes of multiple-unit projects, which list shall be updated periodically.

E. Affordable Housing Unit Requirements.

1. The multiple-unit project applicant may reduce the interior amenities of the affordable housing units as long as there are not significant identifiable differences between affordable housing units and market rate units visible from the exterior of the dwelling units; provided, that all dwelling units conform to the requirements of the applicable Building and Housing Codes.

2. The unit mix percentage for affordable two- and three-bedroom housing units shall be equal to or greater than the unit mix percentage for the corresponding market rate units.

3. The unit mix percentage for affordable studio housing units shall not exceed 15% of the total number of affordable units required.

4. An affordable housing unit shall have a minimum total floor area, depending upon the number of bedrooms provided, of no less than the following:
0 bedrooms 500 square feet
1 bedroom 600 square feet
2 bedrooms 850 square feet
3 bedrooms 1,020 square feet
4 bedrooms 1,200 square feet

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Packet Pg. 605 Attachment: CDD-Ord-6th Cycle HE Phase 2 2d 100824 (6684 : Housing Element 2 Implementation - Second Reading) 13 5. An affordable housing unit shall comply with minimum occupancy requirements as follows:
0 bedrooms 1 occupant
1 bedroom 1 occupant
2 bedrooms 2 occupants
3 bedrooms 3 occupants
4 bedrooms 5 occupants

6. Affordable housing units shall not be isolated to a specific floor or to an area on a specific floor in accordance with Health and Safety Code Section 17929(a)(2). Units must be dispersed throughout the multiple-unit project.

F. All affordable housing units in a multiple-unit project or a phase of a multiple-unit project shall be constructed concurrently with the construction of market rate units in the multiple-unit project or phase of that project.

G. On-site affordable housing units must be rental units.

H. Each multiple-unit project applicant, or their successor, shall submit an annual report to the City identifying which units are affordable units, the monthly rent (or total housing cost if an ownership unit), vacancy information for each affordable unit for the prior year, verification of income of the household occupying each affordable unit throughout the prior year, and such other information as may be required by City staff.

I. A multiple-unit project applicant who meets the requirements of this Section shall be entitled to the density bonuses, incentives or concessions, and waivers or reductions of development standards provided by Chapter 9.22, or any successor thereto.

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Packet Pg. 606 Attachment: CDD-Ord-6th Cycle HE Phase 2 2d 100824 (6684 : Housing Element 2 Implementation - Second Reading) 14 J. All residential developments providing affordable housing on site pursuant to the provisions of this Section shall receive priority building department plan check processing by which housing developments shall have plan check review in advance of other pending developments to the extent authorized by law.

K. The City Council may by resolution establish compliance monitoring fees which reflect the reasonable regulatory cost to the City of ensuring compliance with this Section when affordable housing units are being initially rented or sold, when the required annual reports are submitted to the City, and when the units are being re-sold or re-leased.

9.64.070 Affordable Housing Fee
A multiple-unit project may satisfy the affordable housing obligations established by this Chapter by paying an affordable housing fee in accordance with the following requirements:

A. Multiple-unit projects of five units or less based on the following formula:
(Affordable housing unit base fee) x (floor area of multiple-unit project) B. Multiple-unit projects of six units or more with fractional affordable housing units of less than 0.5 based on the formula established in Section 9.64.050 and 9.64.060:
(City’s affordable housing unit development cost) x (fractional percentage) C. For purposes of this Section, the affordable housing unit base fee shall be established by resolution of the City Council. Commencing on July 1, 2006 and on July 1st of each fiscal year thereafter, the affordable housing unit base fee shall be adjusted based on changes in construction costs and land costs. The amount of the affordable housing fee that the multiple-unit project applicant must pay shall be based on the affordable housing unit base fee resolution in effect at the time that the affordable housing

5.H.a
Packet Pg. 607 Attachment: CDD-Ord-6th Cycle HE Phase 2 2d 100824 (6684 : Housing Element 2 Implementation - Second Reading) 15 fee is paid to the City, except that the affordable housing fee for projects that have vested rights under State or local law shall be determined in accordance with those vested rights.

D. For purposes of this Section, the City’s affordable housing unit development cost shall be established by resolution of the City Council. Commencing on July 1, 2007 and on July 1st of each fiscal year thereafter, the City’s affordable housing unit development cost shall be adjusted based on changes in construction costs and land costs. The affordable housing fee that the multiple-unit project applicant must pay shall be based on the affordable housing unit development cost resolution in effect at the time of payment to the City, except that the affordable housing fee for projects that have vested rights under State or local law shall be determined in accordance with those vested rights.

E. The amount of the affordable housing unit base fee may vary by product type (apartment or condominium) and shall reflect, among other factors, the relationship between new market rate multiple-unit development and the need for affordable housing.

F. The affordable housing fee shall be paid in full upon issuance of certificate of occupancy or final inspection, whichever occurs last.

G. The City shall deposit any payment made pursuant to this Section in a reserve account separate from the General Fund to be used only for development of affordable housing, administrative costs related to the production of this housing, and monitoring and evaluation of this affordable housing production program. Any monies collected and interest accrued pursuant to this Chapter shall be committed within five years after the payment of such fees or the approval of the multiple-unit project, whichever occurs later.

Funds that have not been appropriated within this five-year period shall be refunded on a pro rata share to those multiple-unit project applicants who have paid fees during the

5.H.a
Packet Pg. 608 Attachment: CDD-Ord-6th Cycle HE Phase 2 2d 100824 (6684 : Housing Element 2 Implementation - Second Reading) 16 period. Expenditures and commitments of funds shall be reported to the City Council annually as part of the City budget process.

H. An affordable housing fee payment pursuant to this Section shall not be considered provision of affordable housing units for purposes of determining whether the multipleunit project qualifies for a density bonus pursuant to Government Code Section 65915.

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Packet Pg. 609 Attachment: CDD-Ord-6th Cycle HE Phase 2 2d 100824 (6684 : Housing Element 2 Implementation - Second Reading) 17 CHAPTER 9.65 CHILD CARE LINKAGE PROGRAM

9.65.040. Child Care Requirement.

For any project defined herein, the developer shall pay a child care linkage fee or participate in the construction or establishment of child care facilities in accordance with the following:

A. Child Care Linkage Fee. Fees shall be computed as follows:

1. For residential development projects that result in the addition of a dwelling unit: one hundred eleven dollars per dwelling unit.

2. All office, retail and hotel projects shall pay the following based on the gross square footage of the proposed project:
a. Office: $5.27 per square foot.
b. Retail: $3.77 per square foot.
c. Hotel: $2.64 per square foot.

3. For mixed residential/nonresidential development, the sum of the fee required for each component as set forth above in paragraphs (1) and (2) of this subsection.

B. Timing of Fee Payment.

1. The project applicant shall pay fees according to the schedule of fees in place on the date the fees are paid, except that the project applicant for a project that has vested rights under State or local law shall pay the applicable fees in accordance with those vested rights.

2. The Child Care Linkage fee shall be paid in full upon issuance of certificate of occupancy or final inspection, whichever occurs last.

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Packet Pg. 610 Attachment: CDD-Ord-6th Cycle HE Phase 2 2d 100824 (6684 : Housing Element 2 Implementation - Second Reading) 18 C. Facilities In Lieu of Fees. The developer of a residential or nonresidential project may satisfy the requirement for the payment of fees by agreeing to participate in the construction or establishment of one or more child care facilities. Such participation shall be secured generally as follows:

1. Type and Cost of Participation. A developer seeking to satisfy the child care requirements of this Chapter through participation in the construction or establishment of new child care facilities shall submit documentation acceptable to the Director of Planning and Community Development to support the request for participation in lieu of fees. The documentation shall establish that the type and cost of participation including, but not limited to, construction, rehabilitation of existing structures conforming to license and zoning requirements, or land or premises dedication, bears a reasonable relationship to the fee otherwise required in subsection (A). Construction Cost Indexes, prevailing wage rates, and the best available index of costs of equipment and supplies shall be utilized to determine the level of participation relative to the required fee. In the case of land or premises dedication, the market value of land or premises dedicated shall be reasonably related to the fee otherwise required in subsection (A). If the actual construction cost or market value is greater than the required relevant fees, the City shall have no obligation to pay the excess amount.

2. Approval of Participation. The Director of Planning and Community Development, after consultation with the Director of the Community and Cultural Services Department, shall determine and approve the type and cost of participation in the construction or establishment of facilities.

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Packet Pg. 611 Attachment: CDD-Ord-6th Cycle HE Phase 2 2d 100824 (6684 : Housing Element 2 Implementation - Second Reading) 19 3. Verification of Participation. The Director of Planning and Community Development shall require that the developer submit a written verification of participation in meeting these requirements. Said verification shall consist of documentation sufficient to enable the Director to readily determine compliance with the provisions of this Chapter.

Upon receipt of documentation sufficient to demonstrate compliance, the Director shall issue a notice that the developer has complied with the requirements of this Chapter.

4. The Director’s determination of the type and cost of participation in the construction or establishment of child care facilities pursuant to this Section may be appealed to the City Council if such appeal is filed within fourteen consecutive calendar days from the date that the decision is made in the manner provided in Section 9.37.130.

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Packet Pg. 612 Attachment: CDD-Ord-6th Cycle HE Phase 2 2d 100824 (6684 : Housing Element 2 Implementation - Second Reading) 20 CHAPTER 9.66 TRANSPORTATION IMPACT FEE PROGRAM
Section 9.66.040 Transportation Mitigation Requirement
Except as provided in Section 9.66.050, the developer of a project shall pay a transportation impact fee in accordance with the following:

A. Transportation Impact Fee. Fees shall be computed as follows:

1. For single-unit residential development projects that result in the addition of a dwelling unit:
a. Seven thousand six hundred dollars per multi-unit dwelling unit in Area 1.
b. Seven thousand eight hundred dollars per multi-unit dwelling unit in Area 2.

2. For multi-unit residential development projects that result in the addition of a dwelling unit:
a. Two thousand six hundred dollars per multi-unit dwelling unit in Area 1. b. Three thousand three hundred dollars per multi-unit dwelling unit in Area 2. c. Two thousand six hundred dollars per multi-unit dwelling unit in Area 3 overlay for housing development projects that satisfy the requirements of subsection (A)(6)(a), (b), and (c) of this Section.

3. All nonresidential projects shall pay the following based on the square footage of the proposed project:
a. Retail.
i. Twenty-one dollars per square foot in Area 1.
ii. Thirty dollars and ten cents per square foot in Area 2.

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Packet Pg. 613 Attachment: CDD-Ord-6th Cycle HE Phase 2 2d 100824 (6684 : Housing Element 2 Implementation - Second Reading) 21 b. Office.
i. Nine dollars and seventy cents per square foot in Area 1. ii. Ten dollars and eighty cents per square foot in Area 2. c. Medical Office.
i. Twenty-eight dollars and ten cents per square foot in Area 1. ii. Twenty-nine dollars and eighty cents per square foot in Area

2. d. Hospital.
i. Not applicable.
ii. Fourteen dollars and seventy cents per square foot in Area 2. e. Lodging.
i. Three dollars and sixty cents per square foot in Area 1. ii. Three dollars and sixty cents per square foot in Area 2. f. Industrial.
i. One dollar and twenty cents per square foot in Area 1. ii. One dollar and thirty cents per square foot in Area 2. g. Auto Sales and Display Areas.
i. One dollar and twenty cents per square foot in Area 1. ii. One dollar and thirty cents per square foot in Area 2.

4. The land use categories identified in subsections (3)(a) through (g) shall have the following meanings:
a. Single-unit residential shall include single-unit dwelling. b. Multi-unit residential shall include congregate care—nonsenior,

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Packet Pg. 614 Attachment: CDD-Ord-6th Cycle HE Phase 2 2d 100824 (6684 : Housing Element 2 Implementation - Second Reading) 22 congregate care—seniors, and multiple-unit dwelling. c. Retail shall include: animal kennels and veterinary hospitals, auto repair, car wash, community meeting facilities, community centers and nonresidential adult care facilities, retail and wholesale construction- related materials, nurseries and garden centers, entertainment and recreational facilities, gas station, library, museums, aquariums and art galleries, nightclubs and bars, personal services, post-secondary educational facility, pre-school/child day care, private studio, restaurants—fast food and cafés, restaurants—sit down, retail durable goods, retail food and markets, retail mixed, and retail nonfood. d. Office shall include: creative office, financial institutions and office, and general office.
e. Medical office shall include: medical office, including medical clinics, and offices for medical professionals.
f. Hospital shall include: full service hospitals.
g. Lodging shall include: hotels, motels and other overnight accommodations.
h. Industrial shall include: surface or structured auto inventory storage, City maintenance facilities and bus yards, heavy industrial and manufacturing, light industrial, utilities, warehouse and self-storage, and wholesale distribution and shipping.

5. For mixed residential/nonresidential development, the sum of the fee required for each component as set forth in subsections (A)(2) and (A)(3) of this Section.

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Packet Pg. 615 Attachment: CDD-Ord-6th Cycle HE Phase 2 2d 100824 (6684 : Housing Element 2 Implementation - Second Reading) 23 6. Housing development projects within the Area 3 overlay that meet the following characteristics shall pay a transportation impact fee of two thousand six hundred dollars per multi-unit dwelling unit:
a. The housing development is located within one-half mile of a transit station and there is direct access between the housing development and the transit station along a barrier-free walkable pathway not exceeding one-half mile in length; and
b. Convenience retail uses, including a store that sells food, are located within one-half mile of the housing development; and
c. The housing development provides either the minimum number of parking spaces required by the municipal code, or no more than one on- site parking space for zero- to two-bedroom units, and two on-site parking spaces for three or more bedroom units, whichever is less.

7. The amount of legally permitted square footage to be demolished in an existing building or structure, or to be removed from an outdoor area used as part of a service station or for auto dealer sales, display and inventory storage, as a part of a project shall be a credit in the calculation of the transportation impact fee. Outdoor area used as part of a gas station shall not include setbacks, landscaping, parking and other paved areas used solely for access and circulation.

B. Timing of Fee Payment.

1. The project applicant shall pay fees according to the schedule of fees in place on the date the fees are paid, except that the project applicant for a project that has vested rights under State or local law shall pay the applicable fees in accordance with

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Packet Pg. 616 Attachment: CDD-Ord-6th Cycle HE Phase 2 2d 100824 (6684 : Housing Element 2 Implementation - Second Reading) 24 those vested rights.

2. The Transportation Impact Fee shall be paid in full upon issuance of a certificate of occupancy or final inspection, whichever occurs last.

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Packet Pg. 617 Attachment: CDD-Ord-6th Cycle HE Phase 2 2d 100824 (6684 : Housing Element 2 Implementation - Second Reading) 25 CHAPTER 9.67 PARKS AND RECREATION DEVELOPMENT IMPACT FEE

PROGRAM

9.67.040. Parks and Recreation Mitigation Requirement.

Except as provided in Section 9.67.050, the developer of a Project shall pay a Parks and Recreation Development Impact Fee in accordance with the following:

A. Parks and Recreation Development Impact Fee. Fees shall be computed as follows:

1. For Single-Unit residential development projects that result in the addition of a dwelling unit:
a. $7,636 per single-unit dwelling unit.

2. For Multi-Unit residential development projects that result in the addition of a dwelling unit:
a. $4,138 per studio/one-bedroom multi-unit dwelling unit. b. $6,665 per multi-unit dwelling unit with two or more bedrooms.

3. All nonresidential projects shall pay the following based on the gross square footage of the proposed project:
a. Office: $2.31 per square foot.
b. Medical Office: $1.27 per square foot.
c. Retail: $1.49 per square foot.
d. Lodging: $3.11 per square foot.
e. Industrial: $1.30 per square foot.

4. The land use categories identified in paragraphs (1)—(3), above, shall have the following meanings:

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Packet Pg. 618 Attachment: CDD-Ord-6th Cycle HE Phase 2 2d 100824 (6684 : Housing Element 2 Implementation - Second Reading) 26 a. Single-Unit Residential shall include Single-Unit Dwelling. b. Multi-Unit Residential shall include: congregate care—non senior, congregate care—seniors, and multiple-unit dwelling.
c. Office shall include: creative office, financial institutions and office, and general office.
d. Medical office shall include: full service hospitals and medical offices, including medical clinics, and offices for medical professionals. e. Retail shall include: animal kennels and veterinary hospitals, auto repair, car wash, nonresidential adult care facilities, retail and wholesale construction-related materials, nurseries and garden centers, entertainment and recreational facilities, gas stations, and art galleries, nightclubs and bars, Personal services, Post-secondary educational facility, private studio, restaurants—fast food and cafes, restaurants—sit down, retail durable goods, retail food and markets, retail mixed, and retail nonfood.
f. Lodging shall include: hotels, motels and other overnight accommodations.
g. Industrial shall include: surface or structured auto inventory storage, heavy industrial and manufacturing, light industrial, utilities, warehouse and selfstorage, and wholesale distribution and shipping.

5. For mixed residential/nonresidential development, the sum of the fee required for each component as set forth above in paragraphs (A)(2) and (A)(3) of this subsection.

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Packet Pg. 619 Attachment: CDD-Ord-6th Cycle HE Phase 2 2d 100824 (6684 : Housing Element 2 Implementation - Second Reading) 27 6. The amount of legally permitted square footage to be demolished in an existing building or structure as a part of a Project shall be a credit in the calculation of the Parks and Recreation Development Impact Fee.

B. Timing of Fee Payment.

1. The project applicant shall pay fees according to the schedule of fees in place on the date the fees are paid, except that the project applicant for a project that has vested rights under State or local law shall pay the applicable fees in accordance with those vested rights.

2. The Parks and Recreation Development Impact Fee shall be paid in full upon issuance of a certificate of occupancy or final inspection, whichever occurs last.

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Packet Pg. 620 Attachment: CDD-Ord-6th Cycle HE Phase 2 2d 100824 (6684 : Housing Element 2 Implementation - Second Reading) 28 CHAPTER 9.68 AFFORDABLE HOUSING COMMERCIAL LINKAGE FEE

PROGRAM

9.68.040. Affordable Housing Mitigation Requirement.

Except as provided in Section 9.68.050, the developer of a Project shall pay an affordable housing commercial linkage fee in accordance with the following:

A. Affordable Housing Commercial Linkage Fee. Fees shall be computed as follows:

1. All nonresidential portions of a Project shall pay the following based on the gross square footage of each use included in the proposed Project:
a. Retail: $9.75 square foot.
b. Office: $11.21 per square foot.
c. Hotel/Lodging: $3.07 per square foot.
d. Hospital: $6.15 per square foot.
e. Industrial: $7.53 per square foot.
f. Institutional: $10.23 per square foot.
g. Creative Office: $9.59 per square foot.
h. Medical Office: $6.89 per square foot.

2. The land use categories identified in paragraphs (a)—(h) above shall have the following meanings:
a. Retail shall include: animal kennels and veterinary hospitals, auto repair, car wash, retail and wholesale construction-related materials, nurseries and garden centers, entertainment and recreational facilities, gas stations, art galleries, nightclubs and bars, Personal services, Post-secondary educational facility,

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Packet Pg. 621 Attachment: CDD-Ord-6th Cycle HE Phase 2 2d 100824 (6684 : Housing Element 2 Implementation - Second Reading) 29 private studio, restaurants—fast food and cafes, restaurants—sit down, retail durable goods, retail food and markets, retail mixed, and retail nonfood. b. Office shall include: financial institutions and office, and general office.
c. Hotel/Lodging shall include: hotels, motels and other overnight accommodations.
d. Hospital shall include: full service hospitals.
e. Industrial shall include: surface or structured auto inventory storage, City maintenance facilities and bus yards, heavy industrial and manufacturing, light industrial, utilities, warehouse and self-storage, and wholesale distribution and shipping.
f. Institutional shall include: educational and cultural facilities. g. Creative Office shall include: offices, production spaces and work spaces of establishments that are in the business of the development of creative property, including but not limited to, advertising, architectural services, broadcasting, communications, computer software design, entertainment, engineering, graphic design, interior design, internet content, landscape design, and similar uses.
h. Medical Office shall include: Medical office, including medical clinics, and offices for medical professionals.

3. The amount of legally permitted nonresidential square footage to be demolished in an existing building or structure, or to be removed from an outdoor area used as part of a service station or for auto dealer sales, display and inventory storage,

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Packet Pg. 622 Attachment: CDD-Ord-6th Cycle HE Phase 2 2d 100824 (6684 : Housing Element 2 Implementation - Second Reading) 30 as a part of a Project shall be a credit in the calculation of the Affordable Housing Commercial Linkage Fee. Outdoor area used as part of a gas station shall not include setbacks, landscaping, parking and other paved areas used solely for access and circulation. Credit shall be applied on a per square foot basis according to per square foot fee assigned to the type of commercial use that existed on the site prior to the new Project application submittal.

B. Timing of Fee Payment.

1. The project applicant shall pay fees according to the schedule of fees in place on the date the fees are paid except that the project applicant for a project that has vested rights under State or local law shall pay the applicable fees in accordance with those vested rights.

2. The Affordable Housing Commercial Linkage Fee shall be paid in full upon issuance of a certificate of occupancy or final inspection, whichever occurs last.

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Packet Pg. 623 Attachment: CDD-Ord-6th Cycle HE Phase 2 2d 100824 (6684 : Housing Element 2 Implementation - Second Reading) 1 December 19, 2023
(NOT APPROVED)

CITY OF SANTA MONICA

CITY COUNCIL MINUTES
DECEMBER 19, 2023
A regular meeting of the Santa Monica City Council was called to order by Mayor Brock at 6:44 p.m., on Tuesday, December 19, 2023, at City Council Chambers, 1685 Main Street, Santa Monica, CA Roll Call: Present: Mayor Phil Brock
Mayor Pro Tem Lana Negrete
Councilmember Gleam Davis
Councilmember Oscar de la Torre (absent)
Councilmember Christine Parra
Councilmember Caroline Torosis
Councilmember Jesse Zwick
Also Present: City Manager David White
City Attorney Douglas Sloan
Assistant City Clerk Nikima S. Newsome
CONVENE/PLEDGE On order of the Mayor, the City Council convened at 6:44 p.m., with all members present except Councilmember de la Torre. Councilmember Torosis led the assemblage in the Pledge of Allegiance.

GENERAL PUBLIC
INPUT:

Members of the public Jerry Rubin, Aster One, Jesus Gonzalez, Anya Baroff, Abrehet Seifu, Jazmina Cruz, Rhea Devlugt, Anthony Rosello, Sara Lee, Cristina Santiago, and Dora Hernandez commented on various local issues.

PUBLIC INPUT FOR

SPECIAL AGENDA

ITEMS AND CONSENT
CALENDAR ONLY:

No members of the public commented on Special Agenda Items.

Members of the public Johnathan Foster and Denise Barton commented on Consent Calendar Items.

PROCLAMATIONS/

COMMENDATIONS/

SPECIAL AGENDA
ITEMS

3.A. Recognition of Outgoing Board & Commission Members, was presented.

3.B. City Manager Report, was presented.

REPORT ON COUNCIL
TRAVEL
There was nothing to report on Council travel.

5.I
Packet Pg. 624 Minutes Acceptance: Minutes of Dec 19, 2023 5:30 PM (CONSENT CALENDAR) 2 December 19, 2023
CONSENT CALENDAR: All items were considered and approved in one motion unless removed by a Councilmember for discussion.

At the request of Mayor Brock, Item 5.B. was removed from the Consent Calendar.

Motion by Councilmember Torosis, seconded by Councilmember Zwick, to approve the Consent Calendar except for Item 5.B., reading resolutions by title only and waiving further reading thereof. The motion was approved by the following vote:

AYES: Councilmembers Torosis, Davis, Parra, Zwick,
Mayor Pro Tem Negrete, Mayor Brock
NOES: None
ABSENT: Councilmember de la Torre

ELECTRONIC AGENDA

MANAGEMENT

SERVICES

5.A. Approval of Sixth Contract Modification with
Carahsoft/Granicus for Electronic Agenda Management Services, was approved.

Recommended Action
Staff recommends that the City Council:

1. Authorize the City Manager to negotiate and execute a sixth modification to Agreement No. 9784 (CCS) in the amount of $35,754 with Carahsoft/Granicus for an agenda management software system for the Records and Election Services Department. This will result in a 12-year amended agreement with a new total amount not to exceed $243,500, with future year funding contingent on Council budget approval; and

2. Adopt a finding of no possibility of significant effect pursuant to Section 15061(b)(3) (Common Sense Exemption) of the California Environmental Quality Act (CEQA) Guidelines.

CITY VEHICLES 5.B. Authorization to Execute Agreements with Altec Industries, National Auto Fleet Group, and Folsom Lake Ford to Purchase City Vehicles, was approved.

Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of Categorical Exemption pursuant to Section 15302 (Replacement or Reconstruction) of the California Environmental Quality Act (CEQA) guidelines.

2. Authorize the City Manager to negotiate and execute Agreement No. 11522 (CCS) with Altec Industries for the purchase of 5 vehicles and equipment for the Public Works Department. This recommended award is made as an exception to the competitive bidding process

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pursuant to Section 2.24.250 (c) and is for a total amount not to exceed $1,488,984, including a 10% contingency, over a five-year period, with future year funding contingent on Council budget approval.

3. Authorize the City Manager to negotiate and execute Agreement No. 11523 (CCS) with National Auto Fleet Group for the purchase of 217 vehicles and equipment for the Public Works Department. This recommended award is made as an exception to the competitive bidding process pursuant to Section 2.24.250 (c) and is for a total amount not to exceed $19,850,627, including a 10% contingency, over a five-year period, with future year funding contingent on Council budget approval.

4. Authorize the City Manager to negotiate and execute Agreement No. 11524 (CCS) with Folsom Lake Ford for the purchase of 53 vehicles and equipment for the Public Works Department. This recommended award is made as an exception to the competitive bidding process pursuant to Section 2.24.250 (c) and is for a total amount not to exceed $4,013,246, including a 10% contingency, over a five-year period, with future year funding contingent on Council budget approval.

Questions asked and answered of staff included why vehicles were being purchased from northern California and not locally; and how does this purchase align with the City’s sustainability goals.

Motion by Mayor Brock, seconded by Councilmember Parra, to approve the staff recommendation. The motion was approved by the following vote.

AYES: Councilmembers Torosis, Davis, Parra, Zwick,
Mayor Pro Tem Negrete, Mayor Brock
NOES: None
ABSENT: Councilmember de la Torre

POOL CHEMICAL AND

SUPPLIES

5.C Award Bid and Issue a Purchase Order to HASA, Inc. for Pool Chemicals and Supplies, was approved.

Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of Categorical Exemption pursuant to Section 15301 (Existing Facilities) of the California Environmental Quality Act (CEQA) guidelines.

2. Award Bid #4470 to HASA, Inc., for the purchase of pool chemicals for the Public Works Department.

3. Authorize the Procurement Manager to issue a purchase order with HASA, Inc. for pool chemicals in an amount not to exceed $168,598 (for one year, with four additional one-year renewal option(s) to

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extend on the same terms and conditions) for a total amount not to exceed $1,029,305 over a five-year period which includes an annual escalator not to exceed 10%, with future year funding contingent on Council budget approval.

FARMERS MARKET

VEHICLE BARRIERS

5.D. Award Request for Proposal to Pcubed Associates Consulting Engineers for Design Services for the Farmers Market Vehicle Barriers Installation Project, was approved.

Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of Categorical Exemptions pursuant to Sections 15301 and 15311 of the California Environmental Quality Act (CEQA) Guidelines and Section 21080.25 of CEQA.

2. Award RFP# SP2697 to Pcubed Associates Consulting Engineers to provide engineering design services, develop construction documents, and provide engineering support during the construction of the Farmers Market Vehicle Barriers Installation Project for the Public Works Department.

3. Authorize the City Manager to negotiate and execute Agreement No. 11525 (CCS) with Pcubed Associates Consulting Engineers in an amount not to exceed $155,250 (including $20,250 contingency).

PIER SECURITY

SERVICES

5.E. Approval of Fifth Modification to A. G. Coast, Inc. Contract for Security Services on the Pier, was approved.

Recommended Action
Staff recommends that City Council:

1. Adopt a finding of no possibility of significant effect pursuant to Section 15061(b)(3)(Common Sense Exemption) of the California Environmental Quality Act (CEQA) Guidelines.

2. Award RFP #384 to A. G. Coast, Inc. dba California Panther Security for security services on the Santa Monica Pier for the Community Development Department.

3. Authorize the City Manager to negotiate and execute a fifth modification to Agreement No. 11259 (CCS) in an amount of $3,102,470 with A.G. Coast, Inc. dba California Panther Security for the Community Development Department. This will result in a fiveyear amended agreement with a new total amount not to exceed $3,102,470, with future year funding contingent on Council budget approval.

VEHICLE LEASING

SERVICES

5.F. Approval of Second Modification to Master Equity Lease Agreement with Enterprise Fleet Management, Inc. for Vehicle Leasing Services, was approved.

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Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of exemption pursuant to Sections 15301 (Existing Facilities), 15302 (Replacement or Reconstruction), and 15061(b)(3) (Common Sense Exemption) of the California Environmental Quality Act (CEQA) Guidelines;

2. Authorize the City Manager to negotiate and execute a second modification to Master Equity Lease Agreement No. 4631 (CCS) in the amount of $600,000 with Enterprise Fleet Management, Inc. to provide vehicle leasing services for the Police Department. This will result in a nine-year amended agreement with a new total amount not to exceed $1,638,120, with future year funding contingent on Council budget approval.

REAL ESTATE

SERVICES

5.G. Approval of Lease Renewal with Snap Inc. for Property Use and Approval of Agreement Modifications with CRG and with Aeroplex for Commercial Real Estate Broker Services, was approved.

Recommended Action
Staff recommends that Council:

1. Adopt a finding of Categorical Exemption pursuant to Section 15301 (Existing Facilities), of the California Environmental Quality Act (CEQA) Guidelines.

2. Authorize the City Manager to negotiate and execute Lease Extension No. 11526 (CCS) with Snap, Inc. dba (“Snap”) for general office and administrative uses and storage of personal property.

Located at 2772-2800 Donald Douglas Loop North (“DDLN”) and 3000 31st Street.

3. Authorize the City Manager to negotiate and execute a first modification to Professional Services Agreement 11419 (CCS) in the amount of $2,259,094 with Corporate Realty Group (“CRG”) for commercial real estate broker services associated with these negotiations. This would result in a 5-year amended agreement with a new total amount not to exceed $3,423,897 with future year funding contingent on Council budget approval.

4. Authorize the City Manager to negotiate and execute a first modification to Professional Services Agreement No. 11381 (CCS) in the amount of $211,144 with Aeroplex Group Partners for commercial real estate broker services associated with these negotiations. This would result in a 5-year amended agreement with a new total amount not to exceed $2,617,236 with future year funding contingent on Council budget approval.

ADVOCACY AND GRANT

WRITING SERVICES

5.H. Award Request for Proposal and Enter into Agreement for State and Federal Advocacy Services and Grant Writing Services, was approved.

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Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of no possibility of significant effect pursuant to Section 15061(b)(3) (Common Sense Exemption) of the California Environmental Quality Act (CEQA) Guidelines;

2. Award RFP# 376 to Shaw Yoder Antwih Schmelzer & Lange (SYASL) for state lobbying services and to Elizabeth Anderson Consulting for state grant application and acquisition services for the City of Santa Monica;

3. Authorize the City Manager to negotiate and execute Agreement No. 11527 (CCS) with Shaw Yoder Antwih Schmelzer & Lange
(SYASL) for state lobbying services, in an amount not to exceed $320,360 over a 5-year period, with future year funding contingent on Council budget approval;

4. Authorize the City Manager to negotiate and execute Agreement No. 11528 (CCS) with Elizabeth Anderson Consulting (EAC) for state grant application and acquisition services, in an amount not to exceed $100,000 over a 5-year period, with future year funding contingent on Council budget approval;

5. Award RFP# 378 to The Ferguson Group, LLC, a Washington, D.C.- based company for federal representative and legislative advocacy services and grant application and acquisition services for the City of Santa Monica; and

6. Authorize the City Manager to negotiate and execute Agreement No. 11529 (CCS) with The Ferguson Group, LLC (TFG) for federal representative and legislative advocacy services and grant application and acquisition services, in an amount not to exceed $452,139 over a 5-year period, with future year funding contingent on Council budget approval.

MOSS AVENUE PUMP

STATION

5.I. Approval of Change Order to Purchase Order for Xylem Flygt Pumps for the Moss Avenue Pump Station, was approved.

Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of categorical exemption pursuant to Section 15302 of the California Environmental Quality Act (CEQA) Guidelines.

2. Authorize the Procurement Manager to issue a change order to purchase order #22300940 in the amount of $30,000 with Xylem Water Solutions USA, Inc for the purchase of two (2) Flygt pumps for the Public Works Department. This would result in a revised purchase order total not to exceed $330,000, with future year funding contingent on Council budget approval.

CARDIAC MONITOR 5.J. Authorization to Issue Purchase Orders to Zoll Medical for the

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DEFIBRILLATORS Purchase, Maintenance, and Repairs of Cardiac Monitor Defibrillators, was approved.

Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of no possibility of significant effect pursuant to Section 15061(b)(3) (Common Sense Exemption) of the California Environmental Quality Act (CEQA) Guidelines.

2. Authorize the Procurement Manager to issue a purchase order with Zoll Corporation for an extended 5-year warranty for servicing, maintenance, and repairs of 17 cardiac monitor defibrillators for the Fire Department. This recommended award is made as an exception to the competitive bidding process pursuant to Section 2.24.250(b) and is for a total amount not to exceed $161,058 over a five-year period with future year funding contingent on Council budget approval.

3. Authorize the Procurement Manager to issue a purchase order with Zoll Corporation for two additional Monitor Defibrillators for the Fire Department. This recommended award is made as an exception to the competitive bidding process pursuant to Section 2.24.250(b) for a total amount not to exceed $176,400 and is contingent on additional grant funding.

FIREFIGHTING

EQUIPMENT

5.K. Authorization to Issue Purchase Order to Lion Equipment for Firefighting Personal Protective Equipment, was approved.

Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of no possibility of significant effect pursuant to Section 15061(b)(3) (Common Sense Exemption) of the California Environmental Quality Act (CEQA) Guidelines.

2. Authorize the Procurement Manager to issue a purchase order with All Star Fire Equipment Inc., for firefighting personal protective equipment for the Fire Department. This recommended award is made as an exception to the competitive bidding process pursuant to Section 2.24.250 (c). The cost for year one is $205,301, with two additional one-year renewal options in the amount of $155,850 for year 2 and $171,435 for year 3, on the same terms and conditions for a total not to exceed $532,586 over a three-year period.

SALARY RATES AND

EMPLOYMENT

AGREEMENT

5.L. Adoption of Resolution No. 11565 (CCS) Adopting Salary Rates for City Manager and Police Chief and Approval of Modification to Employment Agreement with David White for service as City Manager, was adopted.

Recommended Action

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Staff recommends that the City Council:

1. Adopt a finding that this action does not constitute a “project” within the meaning of the California Environmental Quality Act (CEQA), or, in the alternative, a finding of Categorical Exemption pursuant to Section 15324 (Regulations of Working Conditions) of the CEQA Guidelines.

2. Adopt Resolution No. 11565 (CCS) of the City of Santa Monica adjusting the salary rates for City Manager and Police Chief (Attachment A).

3. Approve modification to employment agreement with David White for service as City Manager, and authorize the Mayor to sign the modification to employment agreement on behalf of the City (Attachment B).

SALARY RATES 5.M. Adoption of Resolution No. 11566 (CCS) Adopting Salary Rates for Custodian II, Director of Records and Election Services (City Clerk) and Maintenance Assistant, and Establishing a New Classification and Adopting Salary Rate for Principal Design and Planning Manager, was adopted.

Recommended Action
Staff recommends that the City Council:

1. Adopt a finding that this action does not constitute a “project” within the meaning of the California Environmental Quality Act (CEQA), or, in the alternative, a finding of Categorical Exemption pursuant to Section 15324 (Regulations of Working Conditions) of the CEQA Guidelines.

2. Adopt attached Resolution No. 11566 (CCS) adopting salary rates for Custodian II, Director of Records and Elections Services (City Clerk) and Maintenance Assistant and establishing a new classification and adopting salary rates for Principal Design and Planning Manager.

COALATION OF SANTA

MONICA EMPLOYEES

5.N. Adoption of Resolution No. 11567 (CCS) Accepting Tentative Agreement and Authorizing the City Manager to Negotiate and Execute Side Letter of Agreement with the Coalition of Santa Monica Employees (Coalition), was adopted.

Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of categorical exemption pursuant to Section 15324 (Class 24 Regulations of Working Conditions) of the California Environmental Quality Act (CEQA) Guidelines;

2. Adopt proposed Resolution No. 11567 (CCS0 (Attachment A) accepting the tentative agreement and authorizing the City Manager to negotiate and execute a Side Letter of Agreement with the Coalition of Santa Monica Employee (Coalition).

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MEDICAL MARIJUANA 5.O. Second Reading and Adoption of Interim Zoning Ordinance No. 2770 (CCS) Extending Interim Zoning Regulations Adopted by Interim Zoning Ordinance 2764 (CCS) Amending the Text of the Zoning Ordinance to Replace the Term “Medical Marijuana Dispensary” with “Medicinal Cannabis Retailer”, to Remove Certain Requirements for Medicinal Cannabis Retailers for Consistency with State law, and to Permit Medicinal Cannabis Retailers to Sell Adult-Use Cannabis or Adult-Use Cannabis Products to Persons 21 Years of Age and Over, was adopted.

Recommended Action
Staff recommends that the City Council adopt the attached Ordinance.

LOBBYIST REGIRATION

AND REPORTING

5.P. Second Reading and Adoption of Ordinance No. 2771 (CCS) Amending Santa Monica Municipal Code (SMMC) Section 4.85.020 Related to Lobbyist Registration and Reporting Requirements, was adopted.

Recommended Action
Staff recommends that the City Council adopt the attached Ordinance.

MINUTES 5.Q. Minutes of City Council - Regular Meeting - Oct 24, 2023, were approved.

AGENDA

MANAGEMENT
Motion by Mayor Pro Tem Negrete, seconded by Councilmember Parra, to continue item 11.A. to the next meeting. The motion failed by the following roll call vote:

AYES: Councilmember Parra,
Mayor Pro Tem Negrete, Mayor Brock
NOES: Councilmembers Zwick, Davis, Torosis
ABSENT: Councilmember de la Torre

PUBLIC INPUT ON

REMAINING AGENDA
ITEMS:

Members of the public Jerry Rubin, Marc Verville (time donated by Tricia Crane), Joanne Berlin, Brad Ewing, Loren Bloch, Robbie, Caro Vilain, Diane Reynolds, Andrew Wilder, Joe Pertel, Natalya Zernitskya, Michael Brodsky, Gavin Scoff, Zina Josephs, Kathy Knight, Austin Washington, Alan Levenson, and John C. Smith, commented on item 11.A.

Member of the public Johnathan Foster spoke on item 16.B.

Members of the public Jerry Rubin, Denise Barton, Brad Ewing, Caro Vilain, Natalya Zernitsky, Michael Brodsky, Austin Washington, Connor Webb, and Phoebe Kiekhofer commented on item 16.D.

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ORDINANCES:

SENATE BILL 35

10.A. Introduction and Adoption of Emergency Interim Zoning Ordinance No. 2772 (CCS) Authorizing Establishment, By Resolution, of Objective Design Standards for Qualifying Housing Projects that Elect to Use the Streamlined, Ministerial Approval Process Established by Senate Bill 35 and Adoption of Resolution No. 11568 (CCS) Establishing Objective Design Standards for Qualifying Housing Projects that Elect to Use the Streamlined, Ministerial Approval Process Established by Senate Bill 35, was presented.

Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of no possibility of significant effect pursuant to Section 15061(b)(3)(Common Sense Exemption) of the California Environmental Quality Act (CEQA) Guidelines;

2. Introduce and adopt Emergency Interim Zoning Ordinance No. 2772 (CCS) authorizing Council to establish, by Resolution, objective design standards for housing projects that qualify for the streamlined, ministerial approval process established by SB 35 housing projects; and

3. Adopt Resolution No. 11568 (CCS) establishing objective design standards for housing projects that qualify for the streamlined, ministerial approval process established by SB 35.

Questions asked and answered of staff included does the City have to permit above ground parking and if so, how much; is it possible to add other solutions other than those being proposed; would it be acceptable to have objective criteria vs. an enumerated list of solutions; have there been any considerations as to how this could curtail the ability to develop affordable housing; the required open space per unit and could more open space be permitted beyond the standard; what is the cost for underground vs. above ground parking; and will these standards make living in Santa Monica better and can the City do anything make the design standards more unique.

Considerable discussion ensued on topics including, but not limited to concerns about potentially removing parking for housing developments.

Motion by Councilmember Zwick, seconded by Mayor Pro Tem Negrete, to introduce and hold first reading of the ordinance reading by title only and waiving further reading thereof. The motion was approved by the following vote:

AYES: Councilmembers Zwick, Parra, Davis, Torosis,
Mayor Pro Tem Negrete, Mayor Brock
NOES: None
ABSENT: Councilmember de la Torre

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ATHLETIC EVENTS 10.B. Introduction and First Reading of an Ordinance to Amend Municipal Code 4.68.160 Athletic Events, was presented.

Recommended Action
Staff recommends that the City Council:

1. Introduce for first reading the attached ordinance to amend Chapter

4.68 of the Municipal Code to add one additional 5K, one additional 10K race route, and to adjust the start time for races to begin at 7a.m.; and

2. Adopt a finding of Categorical Exemption pursuant to CEQA Guidelines Section 15304 (minor alterations to land)
Motion by Councilmember Parra, seconded by Councilmember Torosis, to introduce and hold first reading of the ordinance reading by title only and waiving further reading thereof. The motion was approved by the following vote:

AYES: Councilmembers Torosis, Davis, Parra, Zwick,
Mayor Pro Tem Negrete, Mayor Brock
NOES: None
ABSENT: Councilmember de la Torre
STAFF

ADMINISTRATIVE
ITEMS:

AIRPORT CONVERSION

PROJECT

11.A. Award Request for Proposal and Enter into Agreement No. 11530 (CCS) with Sasaki Associates, Inc. for Community Outreach Process, Visioning Services and Concept Design for the Airport Conversion Project, was presented.

Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of Categorical Exemption pursuant to Sections 15262 of the California Environmental Quality Act (CEQA) Guidelines.

2. Award RFP #SP2641 – Airport Conversion RFP to Sasaki Associates, Inc. for a community outreach process, visioning services, and a concept design (collectively, “the Process”), related to the future planning of the Airport land in anticipation of Airport closure, for the Public Works Department.

3. Provide direction and approve the scope of services for the Sasaki contract related to the RFP #SP2641, including the community outreach work.

4. Authorize the City Manager to negotiate and execute Agreement No. 11530 (CCS) with Sasaki Associates, Inc. for a community outreach process, visioning services, and concept design, in an amount not to exceed $2,070,000.00 (including a 12% contingency) for 21 months, as described in this report, with future year funding contingent on Council budget approval.

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5. Approve the position and classification changes necessary to dedicate a project lead for the Airport Conversion project as described in the “Funding and Staffing Recommendations” section of this report.

6. Authorize budget changes as outlined in the Financial Impacts and Budget Actions section of this report.

Questions asked and answered of staff included what is staff’s idea of what is a “great” park; what is the merit of engaging Sasaki for a public process; could this process wait until the airport is closed; is a vote of Council required to close the airport and when would this vote need to be conducted; how will this outreach process be different from processes in the past to ensure different groups are engaged in the process; are performance or event spaces being proposed; are stakeholders being engaged outside of the City; regarding the proposed digital survey, how is the data being filtered to ensure the responses are from local residents; and how will survey questions be determined and will they be presented to Council.

Considerable discussion ensued on topics including, but not limited to concerns with developing false expectations for the community; offering various language services other than just Spanish and English, including ASL, to be more inclusive engaging the public; and hopes to work with local schools and teachers in the planning process.

Motion by Mayor Pro Tem Negrete, seconded by Councilmember Parra, to suspend Council rule 5.K., due to the noon deadline for Councilmembers to submit written statements on a topic on the Agenda being missed, and read Councilmember de la Torre’s statement into the record and post the statement on the website tomorrow, with item 11.A.

AYES: Councilmember Zwick, Parra, Davis, Torosis,
Mayor Pro Tem Negrete, Mayor Brock
NOES: None
ABSENT: Councilmember de la Torre
The following statement from Councilmember de la Torre was read into the record by the Assistant City Clerk: “My comment regarding consultant Sasaki, I support the spirit of Measure LC and the right of Santa Monica voters to self-determination. More parks, open public space, recreational opportunities, botanical gardens and urban forest.”
Motion by Councilmember Davis, seconded by Councilmember Torosis, to adopt staff recommendations 1, 2, 4, 5 and 6. The motion was approved by the following vote:

AYES: Councilmembers Zwick, Parra, Davis, Torosis,
Mayor Pro Tem Negrete, Mayor Brock

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NOES: None
ABSENT: Councilmember de la Torre
Motion by Councilmember Davis, seconded by Councilmember Torosis, to adopt staff recommendation item 3, with the requirement that one of the three options Sasaki returns with will not require a vote per Measure LC, approved at the 2014 election.

Substitute Motion by Mayor Pro Tem Negrete, seconded by Mayor Brock, to adopt staff recommendation 3, as presented. The motion was approved by the following vote:

AYES: Councilmembers Zwick, Parra, Davis, Torosis,
Mayor Pro Tem Negrete, Mayor Brock
NOES: None
ABSENT: Councilmember de la Torre

COUNCILMEMBER
DISCUSSION ITEMS:

DISABILTIIES

COMMISSION

16.A. Appointment to one unscheduled vacancy on the Disabilities Commission for a term ending on June 30, 2025, was postponed to a future meeting.

VICE CHAIR 16.B. Request by Mayor Brock for Council to approve providing the Mayor Pro Tempore the working title of “Vice Mayor” for ceremonial purposes.

Motion by Councilmember Parra, seconded by Councilmember Torosis, to approve the recommendation. The motion was approved by unanimous voice vote, with all members present, except Councilmember de la Torre.

CITY LIGHT POLE

BANNERS

16.C. Request of Mayor Brock that the City Manager and City Attorney evaluate and return with an ordinance and program to allow banners to be placed on City light poles supporting arts and culture of Santa Monica. The program should be designed as government speech, and allow for nonprofit submissions to promote arts and culture, pursuant to a program approved by the Council. Program guidelines and details will be set forth in a resolution, with clear guidelines on the expressive action, such as government support and promotion of community-based artistic and cultural events and causes that serve civic and public interest. Council will adopt submissions by resolution, stating they reflect the views of the Council. The City will maintain control and discretion over the selections and control installation. Staff will provide estimates of costs to the City for installation and program administration.

Motion by Mayor Pro Tem Negrete, seconded by Mayor Brock, to approve

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the recommendation. The motion was approved by unanimous voice vote, with all members present, except Councilmember de la Torre.

PARKING FACILITY

TAX BALLOT MEASURE

16.D. Request of Councilmember Zwick, Councilmember Davis, and Councilmember Torosis that the City Manager and City Attorney evaluate the potential to place a General Tax with an Advisory Measure on the November 2024 ballot to increase the parking facility tax to reduce traffic congestion and the risk of traffic fatalities and serious injuries in Santa Monica, while preserving free 90-minute parking in the downtown lots. Specifically, the City Manager is being asked to evaluate the potential resources that can be generated by increasing the parking facility tax and the use of resources to restore the Safe Routes to School program and fund safety-enhancing street infrastructure to protect children, elderly and disabled residents, hire additional school crossing guards and traffic enforcement officers, and address deferred maintenance needs of the City’s downtown parking structures. The City Manager and City Attorney are also being asked to enter into discussions with the California Coastal Commission and assess the impacts of a proposed increase in the parking facility tax on parking rates in the Coastal Zone.

Motion by Councilmember Zwick, seconded by Councilmember Torosis, to approve the recommendation. The motion was approved by unanimous voice vote, with all members present, except Councilmember de la Torre.

ADJOURNMENT On order of the Mayor, the City Council meeting adjourned at 11:23 p.m.

ATTEST: APPROVED:

Nikima S. Newsome Phil Brock
Assistant City Clerk Mayor

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Report
City Council Meeting: October 8, 2024
Agenda Item: 7.A
1 of 17
To: Mayor and City Council
From: David White, City Manager, City Manager's Office
Subject: Study Session on the City of Santa Monica's Proposed Games Agreement with the LA28 Olympic and Paralympic Games Organizing Committee Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of Categorical Exemption pursuant to Section 15272 (Olympic Games) of the California Environmental Quality Act (CEQA) Guidelines;

2. Hold a study session on the Games Agreement and options and alternatives to host beach volleyball for the LA28 Olympics, weighing the potential benefits of direct involvement against the potential long-term financial and legal risks to the City;

3. Receive public comment; and

4. Provide direction to staff on how to proceed.

Executive Summary
Santa Monica, the birthplace of competitive beach volleyball, has a unique opportunity to host the sport for the 2028 Summer Olympic Games. With its picturesque beaches and iconic landmarks, the City offers an unforgettable stage for athletes and spectators.

City staff has engaged in extensive negotiations with LA28 to secure this honor, and a total of four agreements must be executed to formalize Santa Monica’s participation.

The Games Agreement is the first of these four agreements and is especially critical because it lays the foundation and framework for all future agreements.

The Games Agreement outlines the City’s responsibilities to provide customary and enhanced municipal services, venue logistics, strict enforcement of the City’s vendor ordinances, and prevent unauthorized trademark infringement and ambush marketing,

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among other duties. The Games Agreement also states that LA28 is to provide reimbursement to the City for certain services and economic losses, assuming LA28 has revenues available. The Games Agreement also provides a framework for the future negotiation of three additional agreements for venue use, enhanced municipal services, and reimbursement. The exact scope of services or level of reimbursement is not defined in the Games Agreement, thus requiring the City to commit to providing services without understanding the required service levels or costs, which will be defined in subsequent agreements. Negotiations on the provision of services and other significant terms have faced challenges, particularly around the lack of community benefits offered by LA28, restrictions on revenue generating opportunities for the City, and other potential financial and legal risks.

A fiscal impact study conducted by HR&A Advisors projects that if the City opts to host beach volleyball, it could result in a loss of approximately $1.45 million, which could change depending on the level of reimbursement, terms included in final agreements, and other factors yet to be determined. The impact study forecasts that the City would be responsible for $15.54 million in estimated costs to prepare for and host the Olympic Games. If the City were to choose to not host beach volleyball, it stands to gain $10.65 million in fiscal benefits. The City would only generate $2.79 million in additional revenues if it hosted Olympic events but would face significantly higher costs. Overall, hosting beach volleyball could translate to a total net loss to the City of $12.1 million.

The financial uncertainties related to hosting beach volleyball are compounded by the lack of clarity on the reimbursement terms. Moreover, the Games Agreement also prevents Santa Monica from pursuing alternative revenue opportunities, and precludes traditional revenue sources from both City-hosted special events and privately hosted events by Pier lessees and other local businesses, unless approved by LA28. The potential legal risks associated with signing the agreement are significant, as it binds the City to hosting beach volleyball and limits flexibility to negotiate key terms after the Games Agreement is executed.

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The City Council is asked to weigh the benefits of hosting and providing services in support of Olympic beach volleyball events against these uncertain financial and legal risks. Potential options for discussion are (i) proceeding with executing the Games Agreement or (ii) declining to execute the draft Games Agreement proposed by LA28 and continuing negotiations (assuming LA28 wishes to continue discussions with the City).

Should LA28 and the City not move forward with executing the Games Agreement, Santa Monica would remain a regional partner by providing support through programming and services, events, public safety, and transportation. Council direction is needed to determine the City’s future role in the LA28 Games and its financial and legal obligations moving forward.

Background
On September 13, 2016, the City Council approved the Venue and City Guarantee Letters for the LA 2024 Summer Olympics bid. Los Angeles was one of four cities bidding to host the 2024 Olympic and Paralympic Games. The LA 2024 Exploratory Committee (LA 2024) sought conceptual approval and agreement to minimum terms for the venue use, which was anticipated to form the basis of the Venue Use Agreement if Los Angeles won the 2024 bid.

Prior to the Council’s approval of the LA 2024 Guarantee Letters in 2016, staff conducted community outreach in partnership with the LA 2024 Communications Team and provided presentations to beach residents, Planning Commission, Recreation and Parks Commission, Pier Corporation Board, Santa Monica Pier Lessees Association, and the State Department of Parks and Recreation.

On September 13, 2017, the International Olympic Committee (IOC) awarded the 2028 Summer Olympic and Paralympic Games to Los Angeles, while simultaneously awarding the 2024 Games to Paris, France, the only remaining bidders. Once LA 2024 transitioned to LA28, the Venue and City Guarantee Letters were updated accordingly and approved by the Council on August 22, 2023. The Venue Guarantee established

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the minimum terms, including the exclusive use period, rental fee, and reimbursement for the loss of parking revenue. The City Guarantee included commitments by the City to not stage major events during the Games, protect the marketing rights of the Los Angeles Organizing Committee for the Olympic and Paralympic Games (LA28), provide basic public services, comply with local laws, and collaborate with the United States Department of Homeland Security on public safety efforts.

The proposed beach volleyball venue on Santa Monica State Beach is the only Olympic venue being considered for Santa Monica. The concept plan includes a temporary 12,000-seat stadium on the sand north of the Santa Monica Pier, warm-up and practice courts, and operational and broadcast components in Beach Lot 1 North. The plan also outlines security measures, transportation solutions, and construction schedules, all of which are subject to adjustment. In 2016, the rental fee for the venue was estimated to be approximately $3.7 million, based on established formulas and rates at that time.

The rental fee would be updated to 2028 market rates. The preliminary construction plan would phase the closure of Beach Lot 1 North and the beach area as follows:
• April and May 2028: Approximately 400 spaces in Beach Lot 1 North would be occupied.
• June 2028: 800 spaces in Beach Lot 1 North would be occupied as well as the beach construction area.
• July 14 – 30, 2028: LA28 Summer Olympic Games
• July and August 2028 (dates TBD): Entire Beach Lot 1 North and beach venue area would be fenced.
• August 2028 (dates TBD): tear down and restoration; approximately 800 parking spaces would be occupied in Beach Lot 1 North.

The closure of Beach Lot 1 North and reduced parking capacity during the Games would have significant impacts. Alternative parking and transportation options, as well as a communication plan for residents and visitors, would be developed in consultation with Pier stakeholders as a part of the Venue Use Agreement negotiations.

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Discussion
Santa Monica, a coastal city renowned for its iconic pier and breathtaking beaches, holds a special place in the history of beach volleyball. It was here, in the early 1920s, that the sport first took root, evolving from a casual pastime into a competitive and beloved activity. The city’s unique blend of sun, sand, and ocean breezes provided the ideal setting for this burgeoning sport to flourish.

Hosting the beach volleyball events for the 2028 Summer Olympic Games would be a truly distinct honor for Santa Monica. The city’s picturesque backdrop, featuring the world-famous pier with its iconic Ferris wheel and the majestic bluffs with palm tree lined Palisades Park, would create a visually stunning and unforgettable experience for athletes and spectators. As the birthplace of competitive beach volleyball, Santa Monica would offer a fitting and historic stage for this global sporting event. It is with this in mind, that City staff has tirelessly negotiated with LA28 to try to secure the opportunity for Santa Monica to host Olympic beach volleyball in 2028, while attempting to mitigate the potential financial and legal risks while maximizing community benefits.

Although the original Guarantee Letters (Attachment A) only contemplated the negotiation of one Venue Use Agreement, LA28 has determined that four agreements are required for the inclusion of Santa Monica as a venue city for the 2028 Summer Olympic Games, as further discussed below. These agreements between LA28 and the City would define financial responsibilities, municipal service commitments, and logistical details.

The Games Agreement is the first of the four agreements to be negotiated and is intended to be a fundamental framework for ensuring a coordinated effort between parties, addressing key aspects such as the City’s commitment to provide municipal services, the manner for calculating the reimbursement of municipal services, prevention of unfair business practices and illegal merchandise sales, and facilitation of discussions with advertising media partners to prevent ambush marketing (i.e., when a brand capitalizes on the Olympics by associating itself with it without being an official sponsor). The Games Agreement sets broad terms and general principles that would

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guide the City’s partnership with LA28, focusing on overarching goals, mutual interests, and key responsibilities, without delving into a high level of specificity. This agreement is critical in establishing a framework for cooperation and would set the stage for more detailed negotiations to follow for the Enhanced City Resources Master Agreement, Venue Services Agreement, and the Venue Use Agreement, all of which would specify exact terms, conditions, costs, and operational details.

A draft of Santa Monica’s Games Agreement is still pending and would be made available if and when the agreement goes before Council for approval as an Administrative Item at a future meeting. The approved Games Agreements for three other venue cities – Carson, Inglewood, and Long Beach – are available as Attachments B, C, and D for reference, and comprise substantially similar terms and conditions to those proposed in the current draft of Santa Monica’s Games Agreement.

Staff began negotiating the Games Agreement with LA28 in May 2023. In an effort to ensure the negotiation process resulted in an agreement that was both fiscally responsible and beneficial to the community, the City Attorney’s Office engaged David Sunkin, partner at Sheppard Mullin Richter &Hampton LLP as outside legal counsel to assist with negotiations. Sheppard Mullin is a global 100 firm renowned for representation in high-stakes litigation and complex financial agreements, and is also representing the City of Pasadena, the Rose Bowl Operating Company, UCLA, and USC in their negotiations with LA28.

Staff also commissioned HR&A Advisors to conduct a fiscal impact study to provide a comprehensive understanding of the potential financial benefits and risks of hosting beach volleyball for the 2028 Summer Olympics. HR&A Advisors is a prominent real estate, economic development, and public policy consulting firm that has performed feasibility and other analyses for the City on things such as the Housing Element and Downtown Community Plan. HR&A possesses expert knowledge of and a deep familiarity with the strengths of Santa Monica and the unique challenges it faces.

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Fiscal Impact Study
HR&A conducted a comprehensive analysis based on available information to estimate the net fiscal impacts to the City for two different scenarios. The first scenario is one in which the City hosts beach volleyball for the LA28 Olympic Games (the “Event Scenario”) and, in the second scenario, the City would not host beach volleyball (the “Non-Event Scenario”). To quantify the net impacts of each scenario on the City’s budget, the analysis considered incremental hotel occupancy, sales, parking, utility, and other associated taxes, as well as the anticipated costs of providing municipal services.

In the Event Scenario, Santa Monica would host over 30 ticketed beach volleyball events at a temporary 12,000-seat venue near the Santa Monica Pier, attracting more than 450,000 attendees during a two-week period in July 2028. The city is already a popular tourist destination, particularly in July, and is expected to reach full capacity in terms of overnight accommodations regardless of whether it hosts beach volleyball.

HR&A projected the fiscal impacts by analyzing historical City budget data, visitor spending reports, and Olympic precedents. The analysis determined that the Event Scenario could result in a net loss to the City of $1.45 million. By contrast, the NonEvent Scenario could result in a financial gain of $10.65 million. A key reason for the projected loss in the Event Scenario is attributed to the additional costs for hosting, including expenses for security, infrastructure, and event operations. In the Non-Event Scenario, the City would still benefit from increased visitation due to the Olympics being held in the region but without the large operational costs associated with hosting, leading to greater fiscal benefits with lower expenses. A summary of HR&A’s fiscal impact findings is provided in Table 1.

Event Scenario
(Hosting)
Non-Event Scenario
(Not Hosting)
Incremental Impacts:

Hosting Beach Volleyball
Revenues $14.09M $11.3M $2.79M
Costs ($15.54M) ($650K) ($14.89M)
Net ($1.45M) $10.65M ($12.10M)
Table 1: Summary of Fiscal Impacts – Event Scenario vs. Non-Event Scenario (2024$)

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To comprehensively assess the financial implications of the Event Scenario, it is essential to consider the incremental revenue and cost impacts, as shown in Table 1.

Should the City host beach volleyball, the projected incremental impact would yield an additional $2.79 million in revenue compared to the Non-Event Scenario. However, it would also incur $14.89 million in additional incremental costs, leading to a potential total net loss of $12.1 million. This figure reflects the anticipated net loss under the Event Scenario and also accounts for the opportunity cost of $10.65 million in net revenues that could be realized under the Non-Event Scenario.

It is critical to note that several uncertainties could affect the final fiscal outcome. For instance, HR&A’s projections assume that LA28 would pay the City to rent the beach and parking lot and would also pay for parking revenues lost as a result of Lot 1 North being closed. The analysis also assumes the Pier will be fully operational, which cannot be guaranteed at this time and would be determined in future negotiations with LA28.

Should LA28 security concerns or other operational challenges cause business disruptions at the Pier, the negative fiscal impacts would be significant.

LA28 is also expected to reimburse the City for some municipal services that exceed normal and customary levels provided in the venue footprint and potentially in other areas beyond the venue footprint. The fiscal impact analysis does not account for LA28 reimbursing the City for enhanced municipal services since there are currently too many unknowns, including how baseline services will be established, eligible costs and reimbursement rates, and the size and scope of reimbursement areas (i.e., inside and beyond the venue). As detailed later in the report, the unknown terms and conditions for reimbursement could significantly alter the overall impact on the City’s budget.

Further, there are also concerns about where event-related point of sale transactions (ticket sales, merchandise, concessions, etc.) would be taxed, as past events have seen revenue diverted to other municipalities, like Los Angeles. Additionally, several potential costs – such as capital improvements, staff time, post-event site restoration, and environmental mitigation – remain unquantified. Table 1 calculations also do not include potential additional revenues that could result from partnerships, sponsorships,

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events, and activations in the Non-Event Scenario, activities which would be prohibited in the Event Scenario.

Ultimately, the financial impact would depend heavily on the results of Santa Monica’s negotiations with LA28, particularly regarding revenue-sharing, reimbursements, and operational agreements. HR&A’s full report is available as Attachment E.

Agreement Terms
Given the potential net financial loss of over $12 million if Santa Monica hosts beach volleyball, it is critical that our agreements with LA28 safeguard the City's finances and minimize legal and budgetary risks. Specific provisions in the Games Agreement are of paramount concern and warrant particular attention as detailed in the following subsections.
• Community Benefits. As the host city, Los Angeles was granted $160 million from LA28 to fund youth sports development. The venue cities do not receive any of that funding, and other benefits offered to the City of Los Angeles, such as local hire, workforce development, or a legacy project, have not been offered to Santa Monica or any other venue city. City staff proposed including local hire and workforce development provisions in Santa Monica’s Games Agreement, but LA28 declined.

Santa Monica is exceptionally well-positioned compared to some other venue cities, benefiting from consistent summer tourism and high hotel occupancy rates, while also enjoying strong global brand recognition. Therefore, it is important to recognize that hosting beach volleyball would result in only modest increases in revenues from sales, hotel occupancy, and parking taxes (estimated to be approximately $2.79 million), which would be offset by the estimated $14.89 million in additional net costs the City would incur. This leaves the City with no resources for community benefits through an LA28 partnership, putting the City in a position to find additional resources that would be very limited, if possible at all, given prohibitions in the Games Agreement. The City, however,

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stands to gain some potential intangible benefits from hosting beach volleyball, such as community pride, brand enhancement, and earned media coverage. • Revenue-Generating Opportunities. The Games Agreement prevents the City from pursuing revenue-generating opportunities, such as sponsorships or cobranded merchandise, and prohibits public and private events from being hosted citywide unless approved by or in coordination with LA28. These opportunities could generate revenue to mitigate some of the City’s costs associated with hosting beach volleyball but, unfortunately, would not be permitted by the Games Agreement.
• Pier Operations. At this time, LA28 is unable to provide assurance that the Santa Monica Pier will remain open and fully operational throughout the entirety of the Olympic Games. While the City's guarantee letters with LA28 from 2016 indicated a fully operational pier, the status of pier operations will be determined at a later date as subsequent agreements are negotiated. • City Services. The Games Agreement indicates that LA28 would reimburse the City for all enhanced municipal services (above normal and customary levels), presumably for police and fire overtime, supplemental traffic control, crowd control, trash collection, and maintenance provided within the venue footprint (Figure 1). However, the venue footprint only represents a fraction of the city that would be impacted by the increase in daytime visitors expected to attend beach volleyball matches or other Olympic-related activities in Santa Monica.

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Figure 1: Venue Footprint
LA28 has indicated that there would also be a “games footprint,” a currently undetermined area beyond the venue footprint where the City would be reimbursed for providing enhanced City services. However, there is no language in the Games Agreement that specifically addresses or ensures reimbursement in the games footprint.

The Games Agreement also requires the City to provide services such as prevention of illegal merchandise sales and price-gouging citywide. It is unclear if LA28 would be willing to reimburse the City for these services, or if the City would be financially responsible for the staff, equipment, and supplies required to meet the increased demands for public safety, maintenance, transportation, and all other City services beyond the venue and games footprints.

Furthermore, another provision in the Games Agreement worth noting is that the City of Santa Monica's normal and customary service levels would be determined by comparison to those of the City of Los Angeles. Currently, LA28 and the City of Los Angeles have not completed their negotiations to establish normal and

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customary service levels or the costs of those services, and the rates at which LA28 would reimburse the City of Los Angeles for these services. Therefore, the Games Agreement effectively requires Santa Monica to agree to unknown LA28 reimbursement rates to provide unknown levels of unknown services at unknown costs. Given the substantial disparity in size and service delivery methods between the two cities, this clause presents a significant financial risk.

It should be noted that Section iii(a) of Santa Monica’s Guarantee Letter with LA28, approved by the Council in 2016 and affirmed in 2023, requires “the general provision of the normal and customary level of municipal services (e.g., cleaning, maintenance, police, fire, transportation, public works, and building and safety) appropriated in the Venue Owner’s Budget, at the time of the Games.” Staff has urged LA28 to include this provision in the Games Agreement, as stated in the Guarantee Letter, to allow Santa Monica’s normal and customary service levels to be determined by the City’s normal budget appropriations at the time of the Games, but LA28 declined.
• Reimbursement Guarantee. In addition to the multiple unknowns related to what municipal services would be reimbursed, in what areas, and at what service levels, the general reimbursement provisions in the Games Agreement are concerning. As currently written, the Games Agreement requires the City to advance all municipal costs related to hosting beach volleyball with no timetable or process for reimbursement of these costs.

Further, the Games Agreement only requires LA28 to reimburse the City if LA28 has net revenues available to do so. While LA28 and City of Los Angeles representatives have publicly stated on multiple occasions that they anticipate the 2028 Summer Games will result in a budget surplus, that cannot be guaranteed at this time. If LA28 is financially unsuccessful – as many Olympics organizing committees have been in the recent past – and becomes insolvent, the Games Agreement would prevent the City from pursuing legal action against any entity except LA28, a non-profit organization that may wind down operations

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and dissolve shortly after the completion of the 2028 Summer Games. Once dissolved, and if adequate funds are not available in LA28’s reserves, the City would have no way of recovering any monies owed to it.

While LA28 has represented that the City’s financial risks are mitigated by financial guarantees by the City of Los Angeles and the State of California, these guarantees do not ensure payment to the City of Santa Monica. The City of Los Angeles has pledged a $270 million financial guarantee that, according to the Games Agreement executed between LA28 and Los Angeles (Attachment F), can only be utilized to cover expenditures if LA28’s revenues are not available to cover said expenditures.

The City of Los Angeles’ Games Agreement provides for priority reimbursement for the City of Los Angeles and does not specifically provide for reimbursement to venue cities like Santa Monica. Even if it did, the Games Agreement specifically prohibits the City of Santa Monica from taking legal action against the City of Los Angeles for repayment of LA28’s financial obligations. Further, assuming the City of Los Angeles would be willing to distribute the $270 million to cover LA28’s debts, the Games Agreement provides no clarity on the prioritization of repayment of other parties, meaning that Santa Monica would be competing with other venue cities, LA County, and privately-owned venues for reimbursement.

AB132, approved by Governor Newsom in 2017, pledges a financial guarantee of an additional $270 million from the State of California if LA28 expenses exceed its budget, subject to several caveats, including that the City of Los Angeles has already expended its $270 million guarantee. Sections 4(a)(1) and 4(a)(2) of the bill state that the $270 million pledge is only for debts LA28 owes to the IOC and International Paralympic Committee for claims by third parties arising from the games, and for debts owed by LA28 as a result of the City of Los Angeles’s hosting of the Olympics. (See Attachment G.)

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Although AB132 provides a financial guarantee for the IOC for claims by third parties, the Games Agreement specifically prohibits the City of Santa Monica from taking legal action against the IOC, the State of California, or the City of Los Angeles, thus rendering both the City of Los Angeles’s and the State of California’s financial guarantees available for the City’s reimbursement only if there are sufficient funds remaining after waterfall reimbursements/payments to the City of Los Angles and any other venue hosts with priority payments promised ahead of the City. Further, even if these guarantees become available to the City for reimbursement, they would only cover mutually agreed upon enhanced services within the venue and games footprints, which at this time are unknown in terms of scope and cost eligibility as detailed above.

Lastly, LA28’s estimated budget for the 2028 Summer Olympic and Paralympic Games is currently $7 billion. Cumulatively, $540 million in financial guarantees represents less than 8% of LA28’s total budget and should not be considered sufficient contingency nor relied upon for reimbursements owed to the City.

Budget Impacts
With various financial factors still uncertain, the anticipated budget impacts of the LA28 Olympic Games on the City of Santa Monica are expected to be significant. The total projected incremental cost for Santa Monica to host Olympic events is approximately $14.89 million, based on information currently available. However, the reimbursement amount from LA28 remains undetermined, leaving a potential financial gap the City would need to address. Santa Monica may also need to invest in capital infrastructure improvements to support the influx of visitors and athletes, though the scope and cost of these projects are still unclear and would not be eligible for reimbursement.

In addition to direct costs, Santa Monica will face increased demands on staff time and resources across various departments, such as public safety, transportation, and public works to manage event logistics. Further exacerbating unknown costs is the reality that the organization does not have staff capacity to deliver enhanced services without hiring additional employees through restorations, additions, and/or contracted services. Post7.A Packet Pg. 651
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event site restoration would also need to be factored into the budget, as well as potential long-term infrastructure maintenance resulting from the increased use of City facilities.

While there are known financial risks associated with hosting the event, the full magnitude of these risks is unclear at this time, particularly due to the uncertainty surrounding the extent of costs and the likelihood or timing of reimbursement from LA28. Executing the agreement without a full understanding of these financial obligations exposes the City to potential additional budgetary strains, with no guarantees of compensation for expenses incurred. Given the City's existing budget constraints, the General Fund cannot absorb additional liabilities without trade-offs.

Once the Games Agreement is signed, Santa Monica would be contractually bound to serve as a venue city, in accordance with the terms thereof, and locking the City into a commitment with little flexibility to renegotiate terms related to community benefits or reimbursement in the future Venue Use Agreement and Enhanced City Resources Master Agreement. This loss of negotiation power could limit the City’s ability to protect its financial and public interests throughout the planning and execution of the Olympic events.

Options and Alternatives
The City of Santa Monica faces two options regarding its negotiations with LA28, each carrying its own set of risks and opportunities. One option is to move forward with executing the Games Agreement despite the uncertainty surrounding the full cost impact and timing of reimbursement. This would allow Santa Monica to play a key role in hosting Olympic events, potentially bringing economic benefits such as tourism and enhanced visibility. However, moving ahead without fully understanding the financial implications could put the City at significant risk. This option involves accepting the serious legal and financial challenges/risks in exchange for being a direct participant in the global event.

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The alternative option would be to continue negotiations and/or decline to execute the current draft of the Games Agreement. If LA28 ends negotiations, Santa Monica would remain a regional partner by providing support through services such as events, public safety, and transportation. This approach would allow the City to avoid the risks associated with signing the Games Agreement, while still contributing to the broader success of the LA28 Games. For example, Santa Monica could provide support through its Big Blue Bus transit service, public safety personnel, and the potential use of local facilities for Olympics practice or training. This alternative would allow Santa Monica to remain a collaborative partner in regional efforts without taking on the direct liabilities associated with hosting the Games.

Ultimately, the decision hinges on weighing the potential benefits of direct involvement in LA28 against the long-term financial and legal risks to the City.

Environmental Analysis
Conceptual approval for the Olympic Games is statutorily exempt from CEQA pursuant to Section 15272 of the State CEQA Guidelines, which states that “CEQA does not apply to activities or approvals necessary to the bidding for, hosting or staffing of, and funding or carrying out of Olympic Games under the authority of the International Olympic Committee, except for the construction of facilities necessary for such Olympic Games.” The construction of the temporary stadium on the beach by LA28 would be subject to further review to determine the level of environmental clearance necessary.

Past Council Action
Meeting Date Description
08/22/2023
(Attachment H)
Affirmation and Update of Los Angeles 2024 Summer Olympics and Paralympics Games Guarantee Letters to LA28
09/13/2016
(Attachment I)
Approval of City and Venue Guarantee Letters for the Los Angeles 2024 Summer Olympics and Paralympics Bid

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Financial Impacts and Budget Actions
There is no immediate financial impact or budget action necessary as a result of the recommended action. However, moving forward with execution of the Games Agreement to host beach volleyball could potentially result in total incremental costs of $14.89 million or greater that the City would need to advance, which would likely necessitate budget trade-offs in the form of reduced City programs and service levels.

Some of these costs may be reimbursed by LA28, but reimbursement terms and conditions are unclear and not guaranteed by the Games Agreement. This comes at a time when the City remains in a precarious financial situation. Facing unprecedented liabilities, seeking to restore city services, address deferred infrastructure maintenance and $450 million in unfunded capital projects, impacts of inflation on city costs, and repayment of funds deferred from enterprise funds. All of this exacerbated by significantly reduced general fund reserve levels and insufficient staffing.

Prepared By: Melissa Spagnuolo, Community Partnerships Manager Approved Forwarded to Council
Attachments:

A. City and Venue Guarantee Letters
B. City of Carson Games Agreement
C. City of Inglewood Games Agreement
D. City of Long Beach Games Agreement
E. 2028 Olympic Games Fiscal Impact Analysis for Santa Monica (HR&A) F. City of Los Angeles Games Agreement
G. AB132 LA28 State Guarantee (2017)
H. August 22, 2023 City Council Staff Report (weblink)
I. September 13, 2016 City Council Staff Report (weblink) J. Written Comments
K. PowerPoint Presentation
L. PowerPoint Presentation

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1685 Main Street, Santa Monica, CA 90401 • (310) 458-8411 • [email protected] santamonica.gov • @cityofsantamonica • @santamonicacity International Olympic Committee
Chateau de Vidy
1007 Lausanne
Switzerland
Attention: Thomas Bach, President
Los Angeles Organizing Committee for the
Olympic and Paralympic Games 2028 (“LA28”)
10900 Wilshire Blvd., Suite 700
Los Angeles, CA 90024
Attention: Casey Wasserman, Chairperson
Re: City Guarantee – 2028 Olympic and Paralympic Games
Dear President Bach and Mr. Wasserman:

On behalf of the City of Santa Monica (the “City”), we are pleased to reiterate our complete support for the City of Los Angeles’ election as host of the 2028 Olympic and Paralympic Games (the “2028 Games”). The City remains honored to participate in the 2028 Games as a venue city and hereby confirms the attached guarantee letters dated February 1, 2016 re: Candidature Questionnaire Olympic Games 2024 – Stage 1 (G1.2 and 1.3) and September 14, 2016 re: Stage 2 (G2.2, 2.3, 2.11, 2.13, 2.25, 2.31 and 2.32) previously provided by the City in relation to the 2024 Olympic and Paralympic Games candidature process continues to apply, mutatis mutandis, in the context of the 2028 Games.

Notwithstanding the foregoing, State and City laws regarding street vending have been revised since signing the guarantee letters referenced above; however, the City will work in good faith with LA28 to ensure that appropriate legislation is in place in the City to regulate unauthorized street trading and will reference the appropriate legislation in the Venue City Games Agreement.

The City looks forward to continuing to work with the City of Los Angeles as the 2028 Games approach. The return of the Olympic and Paralympic Games to the United States in 2028 will be a watershed event in our nation’s history, and we look forward to partnering on what we are confident will be a tremendously successful Games. Thank you.

Sincerely,
City of Santa Monica
By: ___________________________
David White
City Manager
City of Santa Monica
DocuSign Envelope ID: 0D699DF8-1456-419F-92D3-258DEBEE108E 10/19/2023

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Packet Pg. 655 Attachment: City and Venue Guarantee Letters (6602 : 7.A. LA28 Games Agreement Study Session)

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Packet Pg. 656 Attachment: City and Venue Guarantee Letters (6602 : 7.A. LA28 Games Agreement Study Session)

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Packet Pg. 657 Attachment: City and Venue Guarantee Letters (6602 : 7.A. LA28 Games Agreement Study Session) 1685 Main Street, Santa Monica, CA 90401 • (310) 458-8411 • [email protected] santamonica.gov • @cityofsantamonica • @santamonicacity International Olympic Committee
Chateau de Vidy
1007 Lausanne
Switzerland
Attention: Thomas Bach, President
Los Angeles Organizing Committee for the
Olympic and Paralympic Games 2028
10900 Wilshire Blvd., Suite 700
Los Angeles, CA 90024
Attention: Casey Wasserman, Chairperson
Re: Venue Guarantee – 2028 Olympic and Paralympic Games Dear President Bach and Mr. Wasserman:

On behalf of the City of Santa Monica (the “City”), as the owner of a certain Venue (as defined in the Guarantee described below) within the City, we are pleased to reiterate our complete support for the City of Los Angeles’ election as host of the 2028 Olympic and Paralympic Games (the “2028 Games”). The City remains honored that the Venue is to host certain 2028 Games events and hereby confirms that the attached guarantee letter dated September 14, 2016 re: Venue Use Guarantee – Los Angeles 2024 (G2.20 / Stage 2 Candidature Questionnaire Olympic Games 2024) (the “Guarantee”) previously provided by the City in relation to the 2024 Olympic and Paralympic Games candidature process continues to apply, mutatis mutandis, in the context of the 2028 Games, with relevant dates adjusted to comparative dates for the 2028 Games.

The City looks forward to partnering on what we are confident will be a tremendously successful Games. Thank you.

Sincerely,
City of Santa Monica
By: ________________________
David White
City Manager
City of Santa Monica
DocuSign Envelope ID: F7076AD2-FA49-41EF-A34A-7546068858E0 10/19/2023

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Packet Pg. 658 Attachment: City and Venue Guarantee Letters (6602 : 7.A. LA28 Games Agreement Study Session)

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Packet Pg. 659 Attachment: City and Venue Guarantee Letters (6602 : 7.A. LA28 Games Agreement Study Session)

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Packet Pg. 660 Attachment: City and Venue Guarantee Letters (6602 : 7.A. LA28 Games Agreement Study Session)

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Packet Pg. 661 Attachment: City and Venue Guarantee Letters (6602 : 7.A. LA28 Games Agreement Study Session)

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Packet Pg. 662 Attachment: City and Venue Guarantee Letters (6602 : 7.A. LA28 Games Agreement Study Session)

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Packet Pg. 663 Attachment: City and Venue Guarantee Letters (6602 : 7.A. LA28 Games Agreement Study Session)

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Packet Pg. 664 Attachment: City and Venue Guarantee Letters (6602 : 7.A. LA28 Games Agreement Study Session)

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Packet Pg. 665 Attachment: City and Venue Guarantee Letters (6602 : 7.A. LA28 Games Agreement Study Session)

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Packet Pg. 666 Attachment: City and Venue Guarantee Letters (6602 : 7.A. LA28 Games Agreement Study Session)

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Packet Pg. 667 Attachment: City and Venue Guarantee Letters (6602 : 7.A. LA28 Games Agreement Study Session)

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Packet Pg. 668 Attachment: City and Venue Guarantee Letters (6602 : 7.A. LA28 Games Agreement Study Session)

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Packet Pg. 669 Attachment: City and Venue Guarantee Letters (6602 : 7.A. LA28 Games Agreement Study Session)

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Packet Pg. 670 Attachment: City and Venue Guarantee Letters (6602 : 7.A. LA28 Games Agreement Study Session) 01007.0001/918066.6
EXHIBIT NO. 1

GAMES AGREEMENT
Between
Los Angeles Organizing Committee for the Olympic and Paralympic Games 2028 d/b/a OCOG
Address: 10900 Wilshire Blvd., Suite 700, Los Angeles, CA 90024 and
The City of Carson
Address: 701 E Carson Street, Carson, CA 90745

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Packet Pg. 671 Attachment: City of Carson Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) 01007.0001/918066.6 i

TABLE OF CONTENTS
SECTION 1. RECITALS.........................................................................................................................................2 SECTION 2. PURPOSE...........................................................................................................................................2 SECTION 3. VOLUNTARY....................................................................................................................................2 SECTION 4. TERM .................................................................................................................................................2 SECTION 5. CITY LIAISONS. ..............................................................................................................................2 SECTION 6. POWER TO BIND.............................................................................................................................2 SECTION 7. DELIVERY OF CITY RESOURCES..............................................................................................2 SECTION 8. PRIORITY OPTION ON CITY ADVERTISING SPACE ............................................................6 SECTION 9. PRIORITY ROOM BLOCK AT NEW CITY HOTEL DEVELOPMENTS. .............................. 8 SECTION 10. PERMITTING AND ZONING NEEDS...........................................................................................8 SECTION 11. ADMISSIONS/TICKET TAX...........................................................................................................8 SECTION 12. OTHER EVENTS. .............................................................................................................................8 SECTION 13. UNAUTHORIZED STREET TRADING ........................................................................................9 SECTION 14. UNFAIR BUSINESS PRACTICES PROTECTION ...................................................................... 9 SECTION 15. ACCESSIBILITY STANDARDS .....................................................................................................9 SECTION 16. TRANSPORT AND TRAFFIC.........................................................................................................10 SECTION 17. SECURITY.........................................................................................................................................10 SECTION 18. VENUE CONSTRUCTION AND INFRASTRUCTURE DEVELOPMENT PROJECTS......... 10 SECTION 19. VENUE USE AGREEMENTS........................................................................................................ 11 SECTION 20. OCOG EXCLUSIVE RIGHTS....................................................................................................... 11 SECTION 21. RISK MANAGEMENT................................................................................................................... 14 SECTION 22. EVENT OF DEFAULT ................................................................................................................... 15 SECTION 23. DISPUTE RESOLUTION.............................................................................................................. 16 SECTION 24. INDEMNIFICATION..................................................................................................................... 17 SECTION 25. TERMINATION ............................................................................................................................ 18 SECTION 26. GENERAL PROVISIONS. .............................................................................................................19 SECTION 27. POSTPONEMENT OR CANCELLATION OF THE GAMES...................................................19 SECTION 28. COOPERATION; FURTHER ASSURANCES.............................................................................20 SECTION 29. AUTHORITY OF CITY..................................................................................................................20 SECTION 30. NOTICES .........................................................................................................................................20 SECTION 31. RELATIONSHIP OF PARTIES ....................................................................................................21 SECTION 32. COMPLIANCE WITH LAWS. ......................................................................................................21

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Packet Pg. 672 Attachment: City of Carson Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) 01007.0001/918066.6 ii
SECTION 33. CONFIDENTIALITY......................................................................................................................22 SECTION 34. RETENTION OF RECORDS AND INSPECTION......................................................................22 SECTION 35. ASSIGNMENT AND DELEGATION............................................................................................22 SECTION 36. AMENDMENT; WAIVER..............................................................................................................22 SECTION 37. HEADINGS. .....................................................................................................................................23 SECTION 38. AGREEMENT .................................................................................................................................23 SECTION 39. NON-RECOURSE...........................................................................................................................23 SECTION 40. IOC APPROVAL REQUIRED.......................................................................................................23 SECTION 41. PRIMACY OF THE IOC REQUIREMENTS...............................................................................23 SECTION 42. OLYMPIC CHARTER AND HOST CITY CONTRACT............................................................23 SECTION 43. SEVERABILITY..............................................................................................................................23 SECTION 44. COUNTERPARTS...........................................................................................................................24 SECTION 45. NO THIRD PARTY BENEFICIARY. ...........................................................................................24 SECTION 46. GOVERNING LAW. .......................................................................................................................24 SECTION 47. TIME OF THE ESSENCE..............................................................................................................24 SECTION 48. CUMULATIVE RIGHTS................................................................................................................24 SECTION 49. RIGHT TO ENFORCE STRICTLY; SPECIFIC PERFORMANCE .........................................24 SECTION 50. INTERPRETATION. ......................................................................................................................24

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Packet Pg. 673 Attachment: City of Carson Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) 01007.0001/918066.6 iii

EXHIBITS
EXHIBIT A Addressesfor Notices
EXHIBIT B City Ad Space
EXHIBIT C Dispute Resolution
EXHIBITD Additional IOC Covenants

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Packet Pg. 674 Attachment: City of Carson Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) 01007.0001/918066.6 Games Agreement, Page 1

GAMES AGREEMENT BETWEEN

CITY OF CARSON
AND

THE LOS ANGELES ORGANIZING COMMITTEE
FOR OLYMPIC AND PARALYMPIC GAMES 2028
This City of Carson 2028 Olympic and Paralympic Games Agreement (the “Games Agreement” or “Agreement”) is entered into effective as of the date of the last signature set forth below (“Effective Date”) by and among the City of Carson, a municipal corporation (the “City”) and the Los Angeles Organizing Committee for the Olympic and Paralympic Games 2028, a California nonprofit public benefit corporation (the “OCOG”). Collectively, these entities shall be known herein as the “Parties” or individually as a “Party.”

WITNESSETH
WHEREAS, on January 25, 2016, September 9, 2016, and May 16, 2023, the City delivered to the International Olympic Committee (the “IOC”) in connection with the candidature of the City of Los Angeles for the 2024 Olympic and Paralympic Games (the “2024 Games”), letters which set forth certain governing principles and commitments from the City regarding its participation as a venue city in the 2024 Games (collectively, the “Guarantees”);
WHEREAS, subsequent to the City’s issuance of the Guarantees, the IOC and International Paralympic Committee (“IPC”) selected the City of Los Angeles (sometimes referred to herein as “City of LA”) to host the 2028 Olympic and Paralympic Games (the “2028 Games”); WHEREAS, per IOC requirements, the OCOG and the City now wish to enter into a definitive agreement to reflect the City of Los Angeles’ subsequent election as host of the 2028 Games, to incorporate and apply the terms of the Guarantees to the 2028 Games (including with respect to public services in support of the 2028 Games) and to set forth other customary terms and conditions to provide a critical framework for how the OCOG and the City will work together;
WHEREAS, the Parties are committed to conducting 2028 Games-related operations in accordance with the goal of delivering a fiscally responsible 2028 Games; WHEREAS, the City is committed to working in good faith with the OCOG to coordinate and deliver a successful 2028 Games;
WHEREAS, the Parties recognize the value of sport as a way to celebrate human achievement and connect local and global communities in unique and powerful ways, acknowledging the benefit of both elite competition and recreational sport;
WHEREAS, the Parties recognize the City’s racial, gender, physical ability, sexual orientation, and socioeconomic diversity as a strength and intend that the 2028 Games reflect such strength; WHEREAS, the Parties celebrate the IOC’s leadership role in supporting the UN Women in the Sports for Generation Equality initiative, which aims to advance gender equality and the empowerment of women and girls in and through sport;
WHEREAS, the Parties desire to work together in good faith to host a safe and fiscally-responsible 2028 Games that will help bring recognition to the City in a manner consistent with the long-term interests and values of the City and its residents;

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WHEREAS, the Parties desire to ensure the 2028 Games reflect a commitment to sustainability and positive impacts for local communities as a guiding principle; WHEREAS, the period of OCOG operations will necessitate that the City and the OCOG meet regularly; WHEREAS, in connection with the selection of the City of Los Angeles as the host of the 2028 Games, the City of Los Angeles, the OCOG, the IOC, and the other parties thereto entered into that certain Host City Contract effective as of September 13, 2017 (as amended or otherwise modified from time to time, the “Host City Contract”), which, among other things, sets forth the primary obligations of the City of Los Angeles and the OCOG in connection with the planning, organizing, financing, and staging of the 2028 Games;
WHEREAS, the Host City Contract is comprised of, among other things, the HCC – Principles, the HCC – Operational Requirements, and the Candidature Commitments (as each such term is defined in the Host City Contract);
WHEREAS, the Parties acknowledge and agree that, pursuant to Section 3 of the HCC – Principles, all agreements relating to the incorporation and existence of the OCOG, including this Games Agreement, shall be submitted to the IOC for its approval; and
NOW, THEREFORE, in consideration of the mutual benefits to be derived by the Parties, and of the promises contained in this Games Agreement, the Parties hereby agree as follows:

Section 1. Recitals. The recitals set forth above are fully incorporated into this Games Agreement.

Section 2. Purpose. The purpose of this Games Agreement isto set forth certain material terms of the relationship and commitments between the City and the OCOG.

Section 3. Voluntary. This Games Agreement is voluntarily entered into for the purpose set forth in Section 2 above.

Section 4. Term. This Games Agreement shall become effective on the date of the last signature set forth below by the Parties (i.e., the Effective Date) and shall remain in effect until the earlier of (i) the date the OCOG (or a successor-in-interest having assumed all of the OCOG’s obligations under this Agreement, if the OCOG ceases to exist) has satisfied all of its obligations pursuant to this Agreement, including following resolution of any disputes in accordance with applicable procedures pursuant to this Agreement; (ii) the date of the express written agreement of each of the Parties hereto to terminate this Games Agreement; and (iii) the date this Agreement is terminated in accordance with Section 25.

Section 5. City Liaisons. The City hereby designates the City Manager or his, her or their designees as the City’s liaisons to the OCOG (the “City Liaisons”).

Section 6. Power to Bind. Each of the Parties acknowledges and agrees that it shall not have any authority to bind the other to any legally binding obligation unless that authority has been granted to it by such other Party.

Section 7. Delivery of City Resources.

7.1 Normal and Customary Services. The City shall provide within each Games Footprint (as defined in Section 7.4.2)—and at the City’s cost and expense—public services at the level and range that would be customarily provided by the City at the time a Games Footprint is deemed to be in effect were the 2028 Games not to then be occurring (the “Normal and Customary Services”), as

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determined in accordance with Section 7.1.1. Such public services may include, but are not limited to, police, fire, transportation, public works, and building and safety, to the extent provided by the City within its authority and jurisdiction.

7.1.1 The City and OCOG agree to meet on at least an annual basis and, by October 1, 2025, mutually agree (in writing) on the Normal and Customary Services. The Parties will collaborate in good faith, exchange information relevant to the City’s provision of Normal and Customary Services, and use relevant data, including the costs of corresponding public services provided by the City for the City’s fiscal years 2022, 2023, and 2024 (which such data shall be utilized for purposes of establishing an underlying historical trend in furtherance of projecting the Normal and Customary Services). The City shall provide such relevant information and data, consisting of relevant invoices issued by the City for events for which the City delivered services,for: (1) itsfiscal year 2021-2022 and fiscal year 2022- 2023 sixty (60) days after the Effective Date ofthis Agreement, and (2) its fiscal year 2023- 2024 by December 31, 2024.

7.1.2 Notwithstanding 7.1, except in cases of articulable differences between the City and the City of Los Angeles (e.g., services above normal and customary levels are performed by private entities, the provision of specific services would cause a substantial adverse fiscal impact on the City that significantly and disproportionately differs from fiscal impacts resulting from prior special events held in the City, or other differentiating circumstances), the Normal and Customary Services provided by the City (and at the City’s cost and expense) shall be substantially similar to the normal and customary services–-and processes for identifying such services–defined in the Games Agreement between the City of Los Angeles and the OCOG.

7.2 Enhanced City Resources Master Agreement. The City shall provide within each Games Footprint public services in support of a successful 2028 Games at levels and/or ranges above those applicable to the Normal and Customary Services (the “Enhanced City Resources”), to the extent provided in an ECRMA (as defined in the next sentence) approved and executed by the City. The OCOG shall negotiate with the City in good faith (by and through the City Liaisons) to, by October 1, 2026, enter into one agreement, the Enhanced City Resources Master Agreement (the “ECRMA”), pursuant to which the City shall provide the Enhanced City Resources. The ECRMA shall include, among other things, terms establishing services, service levels, provisions for full reimbursement to City for the Enhanced City Resources (except as otherwise provided in Sections

7.3 and 7.5.2), unit costs, rates, a repayment timeline, audit rights (including as it relates to City labor agreements), and other schedule, process, and cost estimation considerations as determined by the Parties’ good faith negotiations per Section7.5.2 below. The rates set forth in the ECRMA will be adjusted to reflect the actual rates included in existing City labor agreements effective during the delivery of any Enhanced City Resources.

7.2.1 The City designates the City Manager as its administrator for the ECRMA and VSAs (as defined below) or any other agreement pertaining to the use of Enhanced City Resources between the City and OCOG. The City Manager shall coordinate City-wide administrative oversight, budgetary control, receipt of payments for Enhanced City Resources from the OCOG, reconciliation of costs and services, and any requests which may require further approval by the City.

7.2.2 For the avoidance of doubt, (i) the ECRMA (and, in turn, and as described in Section 7.4, the VSAs) shall set forth the specific Enhanced City Resources to be provided by the City, and (ii) subject to the terms of (x) City contracts in effect as of the Effective Date and (y) any applicable law, statute, ordinance, regulation, or other applicable rule or order of a

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governmental authority (including ethical and conflict of interest guidelines and policies) (“Applicable Law”), nothing in this Games Agreement shall be construed so as to obligate the OCOG to utilize the City for the provision of any given service in connection with the 2028 Games (other than the Normal and Customary Services), in each case of clauses (i) and (ii), for the further avoidance of doubt, without limiting Sections 7.1 and 7.1.1.

7.3 Supplemental Matters re: ECRMA. Subject to Section 7.5.2 (City Covered Enhanced City Resources), the ECRMA may include terms and processes with respect to (i) determining, in realtime, any Enhanced City Resources which may be covered by the City at its sole cost and expense in response to mutually agreed upon categories of unplanned public health and safety incidents; (ii) Identified Venue (as defined in Section 7.4) access protocols; and (iii) other matters as may be mutually agreed to by the Parties (e.g., as and to the extent applicable, the City’s provision, at its sole cost and expense, of necessary public services to City residents via alternative mechanisms as a direct result of the occurrence of 2028 Games events in the Games Footprints).

7.4 Venue Services Agreements. The ECRMA shall include material terms and processes pursuant to which the City shall provide Enhanced City Resources at certain mutually identified venues or sites that will host 2028 Games and/or 2028 Games related events (the “Identified Venues”). The Parties shall, with respect to each Identified Venue, enter into an agreement that governs the specific provision of Enhanced City Resources and is consistent with the material terms and processes set forth in the ECRMA and elsewhere in this Section 7.4 (each, a “VSA”) by no later than October 1, 2027.

7.4.1 Identification of Enhanced City Resources at Identified Venues. The VSAs will be negotiated by the Parties and executed based on mutual consent for each Identified Venue.

Each VSA will identify, among other things, (i) Enhanced City Resources to be provided by the City; (ii) to the extent not otherwise contained in the ECRMA, processes for estimating Enhanced City Resources expenses (e.g., rates and unit costs); (iii) access rights to the applicable Identified Venue; and (iv) the Games Footprint for the applicable Identified Venue. The OCOG shall coordinate the development of the VSAs with City Manager (by and through its City Liaison(s)), who shall, in turn, ensure coordination with any relevant City department or planning body in order to facilitate City-wide administrative oversight, budgetary control, and any requests which may require further approval by the Mayor and Council.

7.4.2 Games Footprint. The Parties acknowledge and agree that the Enhanced City Resources to be provided under a given VSA shall be estimated based on a geographical footprint that (i) is deemed to be in effect for the periods of time that 2028 Games and/or 2028 Games related events are to occur at an Identified Venue and (ii) determines the physical boundaries of such Identified Venue with view to its specific geographic location, the events to be held at the applicable Identified Venue, and relevant characteristics of the community in which the Identified Venue is located (each such footprint, a “Games Footprint”). The Games Footprint of an Identified Venue shall be specifically defined within its VSA and established by the OCOG.

7.4.3 Early Planning for Enhanced City Resources and Venues. The Parties acknowledge and agree that planning for Enhanced City Resources and Identified Venues has begun prior to the execution of this Games Agreement and will continue through the execution of the ECRMA and VSAs.

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7.5 Compensation.

7.5.1 Calculation of Compensation for Enhanced City Resources. The Parties agree that compensation for Enhanced City Resources will be calculated based on the unit and rate of a given Enhanced City Resource identified in the ECRMA and/or VSAs.

7.5.2 City Covered Enhanced City Resources. The Parties agree to negotiate in good faith, as part of the ECRMA, the portion of Enhanced City Resources, if any, that will be provided at the City’s cost and expense. Unless otherwise mutually agreed by the Parties, the ECRMA shall provide for full reimbursement by OCOG to the City for any and all Enhanced City Resources provided by the City.

7.5.3 Recession Principle. The Parties acknowledge and agree that the OCOG’s compensation to the City for Enhanced City Resources shall be used to supplement Normal and Customary Services. Accordingly, should the City, in its sole discretion, decide to decrease the level and/or range of services below the Normal and Customary Services established pursuant to Section 7.1 due to a financial recession or any other reason, the Parties acknowledge and agree that, subject to Section 7.5.2 (City Covered Enhanced City Resources), (i) the OCOG’s obligation to compensate the City for the provision of public services hereunder shall remain limited to payment for public services provided at levels and/or ranges above Normal and Customary Services and (ii) the City shall remain solely responsible for providing public services (x) at the levels and ranges established pursuant to Section 7.1.1 within each Games Footprint while in effect as required pursuant to Section

7.1 (at the City’s cost and expense) and (y) at the levels and ranges above those established pursuant to Section 7.1.1 as set forth in the ECRMA and/or VSAs (at the OCOG’s cost and expense, subject to Section 7.5.2 (City Covered Enhanced City Resources)).

7.5.4 Capital Assets Rental Principle. The City acknowledges and agrees that the OCOG shall not be responsible for the City’s purchase or rental of any capital assets (i.e., those assets other than people) that are needed to temporarily deliver Enhanced City Resources, as may be agreed to by the Parties in an ECRMA, unless the OCOG has provided prior written consent stating that the OCOG will be responsible for the cost or reimbursement of such purchase or rental.

7.5.5 Time-shifting of Public Services. The Parties acknowledge and agree that City public services that are time-shifted to support 2028 Games requirements but are not otherwise provided at levels above the Normal and Customary Services established pursuant to Section 7.1.1 (e.g., the timing of certain road repairs) will not be calculated as Enhanced City Resources, unless such time shift requires repayment of overtime in accordance with existing labor agreements.

7.5.6 City Permits and Other Mandatory Fees. As provided in Section 7.1, the OCOG shall not be required to compensate the City for any costs, fees, charges, or expenses incurred by the City in connection with Normal and Customary Services, including any permit fees and all other fees usually required for the issuance of any permit, plan check inspection, and the like which would be required absent this Games Agreement. With respect to Enhanced City Resources, the OCOG shall not be required to compensate the City for any fee or cost for any administrative tasks related to the negotiation and calculation of the costs of Enhanced City Resources in an ECRMA.

7.5.7 Ordinary and Customary Prices. In accordance with Section 7.5.3 above, and notwithstanding anything to the contrary set forth in this Games Agreement, the Parties

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acknowledge and agree that, with respect to the provision of Enhanced City Resources and any other City service or support contemplated to be provided at a cost to (or otherwise paid by) the OCOG hereunder, the City shall charge the OCOG no more than the City’s ordinary and customary prices.

7.6 Payment Timing and Structure. The OCOG and the City shall mutually agree on payment timing and structure terms within the ECRMA (as such terms may be further clarified in the VSAs) for any Enhanced City Resources provided prior to the 2028 Games or in support of the 2028 Games (or any other mutually agreed upon matter requiring payment by the OCOG thereunder). Without otherwise limiting this Section 7.6, the Parties acknowledge and agree that such terms shall provide for a mutually agreed upon payment schedule that reflects a customary and reasonable relationship between pace of payment and the times at which Enhanced City Resources are delivered (or the times at which any other mutually agreed upon matter requiring payment by the OCOG thereunder is undertaken).

Section 8. Priority Option on City Advertising Space.

8.1. The City hereby confirms that it is the owner, manager, licensor, lessor, operator of, or holder of a display right or interest pursuant to issuance of regulatory or land use entitlements or agreements for, certain Out of Home Advertising Space on media units including, without limitation, static or digital billboards, bulletins, street banners, posters, spectaculars, murals, street furniture, transit displays, or any other units available for advertising display located in and around the locations set forth in Exhibit B (collectively, to the extent of City’s advertising/display right or interest, “City Ad Space”) within those Games-related clean zones defined as those geographically defined areas within a one (1) mile radius of each of the Identified Venues, the exterior or interior of any City owned or controlled transportation system, and all major transportation corridors connecting or affording ingress and egress to and from the Identified Venues (the “Clean Zones.”). In support of the Parties’ collective goal of hosting a successful 2028 Games, and except to the extent prohibited by applicable laws or existing agreements, the City hereby grants to the OCOG a priority option (the “Option”) to purchase up to One Hundred Percent (100%) of the City’s existing or later acquired City Ad Space located within the Clean Zones, during that period commencing two (2) weeks prior to the start of the 2028 Olympic Games and continuing until one (1) week following the conclusion of the 2028 Paralympic Games, which is currently contemplated to be June 30, 2028 through September 3, 2028 (the “Games Period”). The Option shall be available for exercise by the OCOG, either on behalf of itself, or the IOC, IPC, the United States Olympic Paralympic Committee (“USOPC”), the United States Olympic and Paralympic Properties, LLC (“USOPP”), or their respective sponsors, retail partners, or other designees identified in writing, during the period commencing June 30, 2025 and extending through and including July 1, 2027 (the “Option Period”) and consistent with any relevant Out of Home Advertising Space Agreement approved for use by the IOC. “Out of Home Advertising Space” shall mean all advertising, promotion, or other media space, in any format, which the City owns, leases, rents, licenses, or otherwise has rights or arrangements to permit any person or entity to use, for the display of advertisements, promotional or media copy, messaging, or ideas that occurs outside of a consumer’s home, whether existing as of the Effective Date or arising at any time during the term of this Agreement, which shall include, without limitation, outdoor advertising units (such as static and digital billboards), street furniture, and transit displays.

8.2. As of the Effective Date, the City represents that Exhibit B hereto contains a true and accurate list of all City Ad Space located within the Clean Zones and a description of any current contract, agreement, arrangement, license, or understanding with any third party, for example, any media operator, manager, licensor, licensee, lessor, or lessee, granting any rights in or to such City Ad Space during the Games Period (each, a “Third Party Contract”). The City agrees to conduct regular

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reviews of its inventory and related contracts on at least a quarterly basis during the Term and to promptly notify the OCOG of any changes to this Exhibit B at any time during the Term or upon reasonable written request from the OCOG.

8.3. The OCOG, at its sole discretion, shall be entitled to exercise any Option with respect to some or all of the City Ad Space and for all or any portion of the Games Period at any time (and as many times as it chooses) during the Option Period, provided the exercise of any Option must be made by way of written notice to the City or its relevant media operator on or prior to the Option End Date (each, an “Option Exercise Notice”). The City shall be compensated at reasonable, customary, and competitive prices to be negotiated between the Parties for the OCOG’s exercise of the Option and use of the City Ad Space, except as otherwise provided in Section 20.6. Notwithstanding anything to the contrary in this Agreement, City reserves the right exclude certain City Ad Space from the option if, following the Effective Date, the Parties agree that such City Ad Space will be used as set at Sec. 20.6 (each, an “Excluded Asset”), provided further that City shall not exclude any Ad Space after January 1, 2026. The City agrees that the rate per billing cycle related to the exercise of any other Option by or on behalf of any entity other than the OCOG shall be reasonable, customary and competitive in the local market for the type of media unit provided and shall be calculated based on the highest average purchase price charged by the City or its relevant media operator for each applicable unit of Ad Space for the billing cycles in reference calendar year 2024 and the first six (6) months of calendar year 2025 (“Reference Period”), plus five percent (5%) per annum, as prorated for any partial calendar year, for the period commencing July 1, 2025 and extending through June 30, 2028 (the “Ad Rates”). If any Ad Space was first developed or converted to a different medium after the commencement of the Reference Period, the relevant Ad Rate shall be calculated using a comparable unit of ad space, in the same medium and in a comparable location, as the basis for the above calculation. If there isinsufficient historical data for any particular unit of Ad Space during the Reference Period, for example, where the relevant Ad Space was in existence for less than six (6) months of the Reference Period or there are insufficient comparable units to use as the basis for the calculation, and if the parties cannot agree on the applicable Ad Rate within thirty (30) days following commencement of negotiations, the parties shall select and appoint a mutually agreeable independent neutral third party out of home agency or other expert familiar with the Greater Los Angeles market to determine an applicable benchmark or range, which the parties shall then use to negotiate the applicable Ad Rate. The Parties shall undertake commercially reasonable efforts to ensure that the neutral third party adheres as closely as possible to the calculation principles set forth above in setting the relevant benchmark or range for the Ad Rate. For purposes of this calculation, “billing cycle” shall mean a standard four (4)-week billing cycle unless otherwise agreed in writing by the parties. Following the exercise of any Option, the City or its media operator shall promptly confirm the applicable Ad Rates and the relevant parties shall negotiate and sign a definitive written agreement, with commercially reasonable terms and conditions consistent with those finalized between the OCOG and other media operators operating in the greater Los Angeles region for comparable units of ad space. To the extent that the OCOG or its designee enters a direct agreement with City’s media operator or other designated agent regarding an option to purchase or the purchase of any of City’s Ad Space, that direct agreement shall control and supersede this Agreement with respect to the applicable Ad Space as of the effective date thereof.

8.4. Following the Effective Date, if the City proposes to enter or renew any Third Party Contract, such that it will extend into any portion of the Games Period, the City shall promptly notify the OCOG and shall also, to the extent allowable by law, first require that the applicable third party grant a priority option to the OCOG, consistent with the terms hereof. Such terms shall also be captured in any request for proposal issued by the City with respect to the use of any City Ad Space during any portion of the Games Period. If any of City’s Ad Space is already subject to a Third Party Contract for any portion of the Games Period, the City shall use commercially reasonable effortsto work with

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the applicable third party to make the City Ad Space temporarily available to the OCOG during the Games Period, consistent with the terms hereof, including the risk management provisions herein related to OCOG Indemnified Parties, provided that nothing herein shall obligate the City to seek to renegotiate any provision of any existing Third Party Contract. To the extent that the City is unable to afford these rights under the terms of any Third Party Contract, or otherwise, then to the extent City controls use of the City Ad Space, the City covenants and agrees that it will not actively and intentionally permit the use of any of the City Ad Space in any manner, or by any third party, which wrongfully claims a false or unauthorized association with the Olympic Parties and/or the 2028 Games, or which would induce in the minds of reasonable members of the public any false or unauthorized association between any third party and the Olympic Parties by means of Ambush Marketing, or which violates the laws that protect the imagery and marks of the OCOG, the IOC, the IPC, the USOPC, or the 2028 Games.

8.5. Following the Effective Date, to the extent permitted by law, if the City issues or renews any permit to develop or otherwise erect out of home advertising space (whether traditional, electronic, digital, building wraps, or other medium) in any of the Clean Zones, which will be available for purchase during any portion of the Games Period, the City shall also promptly notify the OCOG and shall, to the extent allowable by law, first require that the applicable third party grant a priority option to the OCOG to purchase the applicable City Ad Space during the Games Period, consistent with the terms hereof.

Section 9. Priority Room Block at New City Hotel Developments.

Following the Effective Date, if the City issues or renews any permit to develop any new hotel development within the City, the City understands and agrees that, to the extent permitted by law, it shall require that the applicable developer commit an option for the OCOG to directly purchase up to Ninety Percent (90%) of the hotel’s inventory for use by any Games-related stakeholders identified by the OCOG, during the period commencing June 21, 2028 and extending through and including August 31, 2028, which agreement shall be documented by way of an accommodations agreement between the developer and the OCOG on terms and conditions consistent with those finalized between the OCOG and other hotels of similar size and quality within the greater Los Angeles region (each an “Accommodations Agreement”).

Section 10. Permitting and Zoning Needs.

The City agrees to use reasonable efforts to and to work in good faith with the OCOG and its applicable partners, including venue owners/operators, to prioritize, expedite and approve the permitting and zoning needs for the Games, except nothing herein shall be construed to dictate, restrict or interfere in any way with the City’s future exercise of its police power. The City’s point of contact for such permitting and zoning needs is the City Manager.

Section 11. Admissions/Ticket Tax.

To the extent allowable by law, the City agrees (i) to not subject the 2028 Games events to any future admissions taxes or parking taxes (excluding sales and use taxes) and (ii) that such waiver shall not burden the applicable venue owners/operators and teams. City acknowledges it does not have any admissions taxes or parking taxes applicable to the 2028 Games events (excluding sales and use taxes) currently in effect.

Section 12. Other Events.

The City hereby confirms and undertakes, to the maximum extent of its authority, that no major

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event will be held by the City or permitted by the City to take place within the City itself, or its neighborhoods, during the Games or during the preceding or following week, without the prior written approval of the IOC, not to be unreasonably withheld, conditioned or delayed. “Major event,” for purposes of this paragraph, means any public or private event, conference or meeting on any site within the jurisdiction of the City that requires a special events permit or similar permit from the City and that reasonably could have a significant impact on the successful planning, organizing, financing and staging of the Games or their public and media exposure.

Section 13. Unauthorized Street Trading

13.1. The City confirms that appropriate legislation is or will be in place in the City to control unauthorized street trading within the vicinity of Games venues, to the extent allowable under state law. Specifically, as of the Effective Date, Carson Municipal Code Sections 4118.3 and 4118.4 prohibit utilizing public property in the City for any display of merchandise for sale and from selling any goods at any stadium, athletic field, or community center within the City without prior consent, subject to limited exceptions. To the extent Carson Municipal Code Sections 4118.3 and 4118.4 are amended prior to the Games, the City shall, subject to compliance with SB 946 and any other relevant laws or regulations, maintain restrictions prohibiting sidewalk vendors on City public rights of way within a specified radius of stadiums during and immediately before and after events occurring at the Games venues, except nothing herein shall be construed to dictate, restrict or interfere in any way with the City’s future exercise of its police power; Municipal Code Section 9138.8 prohibits sales in connection with temporary sidewalk, parking lot, tent sales, and special events except with written owner and City approval; and Municipal Code Sections 63143, 63150 and 31000-31003 require peddlers and sidewalk vendors, respectively, to obtain a City permit to operate.

13.2. The City shall ensure that laws and regulations in place in the City to control unauthorized street trading within its jurisdiction in the vicinity of the Games venue, including, but not limited to those delineated in Section 13.1 (or laws and regulations that are substantially similar in scope), shall remain in force through the conclusion of the Games, except as may be otherwise required by state law.

13.3. The City shall undertake best efforts to enforce any and all laws and regulations in place to control unauthorized street trading within the vicinity of Games venues, including, but not limited to, those delineated in Section 13.1 (or laws and regulations that are substantially similar in scope).

13.4. To the extent additional efforts or measures are required within its jurisdiction, the City shall make reasonable efforts to work with the OCOG for the 2028 Games to ensure protection of the IOC’s rights and interests in relation to the 2028 Games.

Section 14. Unfair Business Practices Protection.

The City agrees that in cooperation with the City of Los Angeles, the OCOG and local, regional and national business, trade and service organizations, it will promote and encourage, to the extent permitted by law, the charging of ordinary and customary prices for goods and services associated within the 2028 Games within its territorial limits (including, but not limited to, hotel rates, restaurants and related services) for anyone attending the 2028 Games, including non-accredited spectators. The City shall undertake reasonable effortsto publicize and cooperate in the enforcement of any and all applicable laws and regulations in order to protect spectators, participants, and the OCOG from unfair business practices up to and through the conclusion of the Games Section 15. Accessibility Standards.

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The City agrees, to the maximum extent of its authority, that the accessibility standards to be applied for the 2028 Games, including for the Paralympic Games, shall include the United States’ Americans with Disabilities Act and Fair Housing Act and California’s Fair Employment and Housing Act, Unruh Civil Rights Act, Disabled Persons Act and Ralph Civil Rights Act. The City will cooperate with the OCOG to ensure that accessibility will be fully integrated into the planning of the 2028 Games, including the Paralympic Games, taking place within its territorial limits.

Section 16. Transport and Traffic.

The City agrees (i) to work in good faith with the OCOG and 2028 Games Mobility Executives (i.e., the convening of City, regional and State transportation leaders) to help develop the 2028 Games Mobility and Transportation Plan; (ii) to comply with the 2028 Games Mobility and Transportation Plan, subject to prior City approval thereof to the extent it pertains to the City, which shall not be unreasonably withheld; and (iii) that the operations of the City’s transport and traffic command and control operations will be made reasonably available to support and will be integrated within the overall Games transport and traffic solution.

Section 17. Security.

Consistent with the U.S. Department of Homeland Security’s commitment to designate the 2028 Games a National Special Security Event, the City agrees to work in good faith with the California Olympic and Paralympic Public Safety Command, IOC, the U.S. Department of Homeland Security, and the OCOG to ensure a safe and peaceful celebration of the 2028 Games.

Section 18. Venue Construction and Infrastructure Development Projects.

The City agrees, to the maximum extent of its authority, that, in addition to applicable federal and state laws, all venue construction and infrastructure development projects necessary for the organization of the 2028 Games within its territorial limits will comply with applicable local planning, construction, protection of the environment, health and safety, labor, and anti-corruption laws. These include:
a) The Building Regulations Article of the Municipal Code – Building Chapter (Article 8, Chapter 1) (containing building codes);
b) The Planning and Zoning Article of the Municipal Code – Zoning Chapter (Article 9, Chapter 1) (containing planning laws);
c) The Environmental Commission Section of the Municipal Code – Departments, Boards and Commissions Chapter, Administration Article (Article 2, Chapter 7, Section 2750) (containing environmental regulations);
d) The Discrimination and Harassment Prevention Chapter of the Municipal Code – Administration Article (Article 2, Chapter 11) (containing anti-discrimination protections); and
e) The Code of Ethics Section of the Municipal Code – City Offices Chapter, Administration Article (Article 2, Chapter 4, Section 2450) (containing anti-corruption protections).

In addition, the City agrees that, to the maximum extent of its authority, in no event shall any construction or development work be conducted or authorized to be conducted by the City or its

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Representatives within the Games Footprint during the Games Period; provided the foregoing shall not apply to necessary maintenance, repairs or emergencies that arise during the Games Period or requirements set forth by Applicable Laws.

Section 19. Venue Use Agreements.

19.1 Inclusion in ECRMA. Any Venue Use Agreement executed between the OCOG and the City shall be included as an attachment to the ECRMA.

Section 20. OCOG Exclusive Rights

20.1. Olympic Marks. No license or right to the use of any Olympic- or Paralympic-related symbols, emblems, marks, designations or terminology, including, but not limited to, (a) the words “Olympic” and “Olympiad” and “Paralympic”; (b) the symbol of the IOC, consisting of five interlocking rings, and/or (c) the symbol of the IPC, consisting of three Agitos (all Olympic or Paralympic symbols, emblems, marks, designations and terminology, collectively, the “Olympic Marks”), is granted to the City by this Agreement. In addition, the City shall refrain from creating and/or using any mark, symbols, emblems, designation or terminology that is confusingly similar to any of the Olympic Marks. The City hereby expressly acknowledges and agrees that any use of Olympic Marks in the United States is restricted by Title 36, United States Code, Section 220506, and may be used only with the prior written permission of the USOPC, the IOC, the IPC, or any of their respective Affiliates, as applicable; provided that (i) nothing contained in this Games Agreement shall prevent the City from negotiating or entering into separate agreements with the USOPC, the IOC, the IPC, or any of their respective Affiliates, as applicable, for the use of any Olympic Mark nor restrict the City’s use of any Olympic Mark pursuant to any such separate agreements, and (ii) if permitted by the USOPC, the IOC, the IPC, or any of their respective Affiliates, as applicable, OCOG will provide the City with an approved designation and/or terminology and, if necessary, a limited license or sublicense to use certain Olympic Marks for the purpose of enabling the City to identify the City as one of the venue cities for the Games. For purposes of this Agreement “Affiliate” means with respect to a Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such initial Person. “Person” means any individual, partnership, firm, limited liability company, corporation, association, trust, unincorporated organization, governmental authority or other legal entity of any kind.

20.2. OCOG Marks. No license or right to any present or future trademark, service mark, copyrighted work or other intellectual property, including any logo, sport pictograms and/or mascot of OCOG, the USOPP, and the USOPC (all trademarks, service marks, copyrighted works and other intellectual property of OCOG, the USOPP, and the USOPC, collectively, the “OCOG Marks”) is granted to the City by this Agreement. The City expressly acknowledges and agrees that OCOG Marks are or will be protected by state and federal trademark, copyright, unfair competition and other Applicable Laws, and may be used only with the prior written permission of OCOG pursuant to a separate agreement between the Parties.

20.3. Commercial Identification Prohibitions. In no event shall the City have any right to grant, and the City hereby represents, warrants and covenants that it (or any Representative) has not entered into and will not enter into any agreement, understanding or arrangement that grants or purportsto grant, any commercial sponsorship, affiliation or other commercial identification rights of any kind or description with respect to the Games, the Olympic Parties, this Agreement or any of the services or uses contemplated hereunder to any supplier of goods or services or to any other Person, without the prior written consent of OCOG. The City shall not make, and shall not permit any of its Representatives to make, any commercial use of the City’s relationship with OCOG or the Games (whether prior to, during or after the Games Period) without the prior written consent of OCOG,

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including by:
a) referring to the Games, any of the Olympic Parties, this Agreement or any of the services or uses contemplated hereunder in any sales literature, letters, B2B industry materials, client lists, pitch materials, press releases, website, social media, apps, brochures or other written materials; except as may be necessary or appropriate to perform the City’s obligations under this Agreement or provide information pertinent to the protection of public health, safety or welfare as it relates the occurrence of Games events, Test Events or Special Events in the City during the Games Period (collectively, “Public Safety Announcement”), provided the City shall make a good faith effort to provide the OCOG with any Public Safety Announcement five (5) business days prior to the City’s issuance of such; or
b) using or allowing the use of any Olympic Mark, any OCOG Mark or any other service mark, trademark or trade name that is now or may be hereafter associated with, owned by or licensed by any of the Olympic Parties, in connection with any service or product; or c) contracting with or receiving money or anything of value from any Persons to facilitate such Persons obtaining any type of commercial identification, advertising or visibility in connection with the Games.

For purposes of this Agreement: “Representatives” means, with respect to any Person, such Person’s Affiliates, directors, trustees, officers, employees, volunteers, contractors, subcontractors, vendors and other agents, sponsors, advisors, consultants and representatives (including, solely with respect to the OCOG, the IOC, the IPC, the USOPC and any other Olympic Parties and their respective Representatives); and “Commercial use” means use for the intended purpose of financial gain.
“Olympic Parties” means the OCOG, the IOC, the IPC, the USOPC, USOPP, other host city organizing committees, their Affiliates, and the entities or companies now existing or to be created, owned or controlled (directly or indirectly) by the foregoing entities, including, The Olympic Foundation for Culture and Heritage, IOC Television & Marketing Services S.A., Olympic Channel Services S.A., Olympic Channel Services S.L., and Olympic Broadcasting Services S.A.

20.4. License of City’s Likeness, City Logos, Names and Marks. For the purposes of: (a) broadcasting, telecasting or otherwise distributing any depiction of the Games, the Test Event(s) and the Special Event(s) through any materials or media platforms operated directly or indirectly by the Olympic Parties, their affiliates, or any third parties such as broadcasters, social media networks, International Federation of Relevant Sport, NOCs, and other partners, (b) identifying the location of the Games, the Test Event(s) and the Special Event(s), (c) providing map and way-finding information, (d) planning, developing, advertising, promoting, supporting, organizing, hosting, staging or otherwise implementing the Games, Test Event(s), and Special Event(s) (including, without limitation, through marketing materials, advertising, brochures, pamphlets, magazines, websites, videos, shows, episodes, social media, audiovisual presentations, or billboards), (e) promoting and creating educational materials regarding the Games, Test Event(s), and Special Event(s), generally, (f) making any presentations (in any format) to other Olympic Parties or any International Federation of Relevant Sport or National Governing Body of Sport, and (g) any other commercial or non-commercial purpose in connection with the Games, the City hereby grants to OCOG and the other Olympic Parties, and their successors and assigns, a perpetual, royalty-free, worldwide, non-exclusive and irrevocable right and license (including sub-license rights and without any restriction of time or territory):

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a) to use, distribute and exploit any name, image, likeness, drawing, replica, model, rendering, photograph or other visual, auditory, or symbolic representative reproduction of the City and that is owned and controlled by the City, or any portion thereof, excluding City Marks (each, a “City Likeness”) , in any medium, format, or technology, whether now existing or hereafter created, for any lawful purpose in connection with the Games, all of which may for said purpose be used, reused, edited, translated, combined, modified, presented, displayed, reproduced, made the subject of derivative works, adapted, broadcasted, published, republished, posted, transmitted and distributed, publicly or otherwise, by the Olympic Parties in their sole discretion (with the Olympic Parties having no obligation to actually use any City Likeness in any way);
b) to use any and all of a City’s symbols, emblems, marks, logos, trademarks and service marks, or any part thereof, including the name of the City (the “City Marks”), in any medium, whether now known or hereafter created, for any lawful purpose in connection with the Games; and
c) to (i) use, reuse, edit, translate, combine, modify, present, make the subject of derivative works, reproduce, adapt, broadcast, publish, republish, post, transmit, distribute and publicly display any and all video or photographic work(s) that feature or otherwise include any City Likeness that the City or any of its Representatives may provide or otherwise make available to the Olympic Parties from time to time (collectively, “Provided Works”), including, without limitation, in connection with any public or private promotional campaign related to the Games, in print, marketing materials, advertising, brochures, pamphlets, magazines, websites, videos, shows, episodes, social media, audiovisual presentations, or billboards, and by any other means or medium, whether now known or hereafter created; and/or (ii) to couple the Provided Works with other materials and/or content prepared by or on behalf of the Olympic Parties and to crop or retitle them as any Olympic Party deems appropriate, in its sole discretion. The City represents and warrants to the Olympic Parties that the City, at the time of providing any Provided Work to the Olympic Parties, will own the entire copyright to the Provided Work, unless otherwise provided in writing by City in connection with its transmission of the Provided Work to the Olympic Parties.

Nothing in this Section 20.4 shall be interpreted to permit OCOG or the other Olympic Parties, or their successors and assigns, to use City Marks or Provided Works, whether individually or combined with anything else, in a manner that City could construe as being disparaging to City or any City officials, employees or agents.

For purposes of this Section, “Test Event(s)” means an event scheduled or conducted by the OCOG, venue owner and/or other Representatives or Persons designated by the OCOG, in its sole discretion, to test the technical and operational systems of an Identified Venue, the use of an Identified Venue for the Games events, or perform certain other related readiness activities. “Special Event(s)” means an event held in connection with the Games (e.g., concerts, ceremonies, and other live events or activations), including those that are anticipated to occur at any Identified Venue.

20.5. Prevention of Ambush Marketing and Other Infringing Activities. a) In addition, the City shall: (i) make reasonable efforts to cooperate with OCOG to prevent Ambush Marketing within the City, and on any land owned or leased by the City or any of its Affiliates, at any time during the Exclusive Use Period (and any Test Event); (ii) promptly notify OCOG should the City become aware of any such Ambush Marketing; and

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(iii) use reasonable good faith effortsto take appropriate measures to protect the IOC, IPC, USOPC, and/or OCOG commercial sponsors’ (“Games Sponsors”) rights from any Ambush Marketing. For the avoidance of doubt, appropriate measures, for purposes of the preceding sentence, does not include any obligation on the part of City to initiate or pursue any legal action.
b) OCOG shall have the right to take appropriate legal action against any Person that engages in Ambush Marketing, and the City hereby agrees to use reasonable efforts to cooperate with OCOG (and take such reasonable actions as may be requested by OCOG in pursuing such legal action, although City shall not be obligated to initiate or pursue any legal action).

Any measures, steps or actions taken by the City under this Section 20.5 (Prevention of Ambush Marketing and Other Infringing Activities) at the request of OCOG shall be at OCOG’s sole cost and expense (unless the Ambush Marketing is due to the wrongful actions or omissions of the City or any of its Representatives). c) “Ambush Marketing” means any or all of the following:

1. any non-Games partner/sponsor company’s use of creative means or efforts to generate any false association with the Games and Olympic Parties, whether through the use of protected Olympic Marks or not;

2. any non-Games partner/sponsor company’s infringement of or violation of any Applicable Law, rule or regulation that protects the use of the Olympic Marks and other Olympic and Paralympic imagery and indicia; and

3. any other action or activity of any non-Games partner/sponsor company that unlawfully interferes with, undermines, encroaches, comprises, curtails, infringes or ambushes, the legitimate marketing activities and rights of the Games Sponsors.

20.6. City Beautification and Branding. Notwithstanding the foregoing, in the months leading up to and during the Games, the City shall, at the City’s sole cost and expense, implement the OCOG crosscity branding plan (“OCOG Branding Plan”), subject to prior City approval thereof to the extent it pertains to the City, in and around the City on property and inventory controlled by the City. Except as otherwise provided in the preceding sentence, the OCOG Branding Plan shall be developed by OCOG in its sole discretion and communicated to the City with reasonable advance notice. The manner of implementation of the OCOG Branding Plan, including the City property used for same, shall be left to the City in its sole discretion. The OCOG Branding Plan may include, but shall not be limited to, production and display of banners, bus wraps, billboards, and other signage identifying and celebrating OCOG and the Games.

Section 21. Risk Management

21.1 Insurance. The Parties acknowledge that, in accordance with the Games Agreement between the OCOG and the City of Los Angeles, the OCOG does and will obtain and maintain, at its own cost, insurance policies in accordance with prudent commercial best practices, taking into account the experience of past Olympic Games. The Parties acknowledge that the City, on behalf of itself and its departments and agencies, does and will maintain, at its own cost, self-insurance and/or excess insurance policies, which may be through a municipal risk pool.

21.2 Insurance Policies. The Parties shall cooperate in good faith to designate each other as either an additional insured, interest, payee, or beneficiary on applicable insurance policies related to their respective obligations hereunder, including any indemnification obligations, and under any subsidiary agreement contemplated hereunder, including but not limited to the Enhanced City

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Resources Master Agreement. As applicable, such subsidiary agreements shall specify required insurance coverages and terms applicable to the services or other performance obligations contemplated thereunder.

Section 22. Event of Default

22.1. City Event of Default. The occurrence of any of the following events shall constitute an event of default of the City for purposes of this Agreement (each, a “City Event of Default”):

22.1.1 anymaterial failure by theCity to performany ofits obligations underthis Agreement (except those referenced in Section 22.1.2 below for which the provisions thereof shall apply) where such failure continues for more than thirty (30) days after OCOG’s written notice thereof to the City; provided that if the nature of the default is such that it cannot be reasonably cured within such thirty (30) day period, the City shall not be deemed to be in default if it timely commences cure within such thirty (30) day period and diligently proceeds to cure such default within a reasonable time period after receipt of OCOG’s written notice; or

22.1.2 any material failure by the City to perform any of its obligations under Section 26.1 (No Discrimination) or Section 20 (OCOG’s Exclusive Rights) where such failure continues for more than ten (10) Business Days after OCOG’s written notice thereof to the City. “Business Days” means any day except any Friday, Saturday, Sunday, or legal holiday observed in the State of California or by the City.

22.2. OCOG’s Remedies. Upon the occurrence of any City Event of Default, OCOG shall have the option to pursue any or all of the following remedies:
a) OCOG shall have the right, but not the obligation, to perform any obligation of the City, hereunder that OCOG has authority to perform consistent with applicable law, at City’s expense, to the extent the costs incurred by OCOG are reasonable and necessary for the performance of the obligation. Except to the extent the City disputes the City Event of Default or the performance of the obligations by OCOG or the costs thereof, the City shall promptly reimburse OCOG for all reasonable costs and expenses incurred by OCOG or its representatives in connection with such performance; provided that OCOG may, at OCOG’s option, elect to offset such reasonable, necessary and undisputed costs and expenses against any amounts that would otherwise be payable to the City under this Agreement;
b) OCOG shall have the right upon written notice to the City to terminate this Agreement in accordance with Section 25.1 (OCOG’s Termination Right); or c) OCOG shall at all times have the rights and remedies (in addition to those rights and remedies available under this Section, at law, in equity or pursuant to another provision of this Agreement) to seek declaratory, injunctive or other equitable relief, and to seek to specifically enforce this Agreement, subject to Section 23 and Exhibit C.

22.3. City Event of Default during Exclusive Use Period. City acknowledges and agrees that the organization and staging of the 2028 Games is a time-critical event, for which numerous decisions must be made and implemented immediately. Therefore, notwithstanding anything to the contrary contained in this Section 22.3 (City Event of Default) or any other provision of this Agreement, City acknowledges and agrees that upon the occurrence of any City Event of Default within sixty (60) days prior to, or at any time during, the Exclusive Use Period, OCOG shall have the immediate

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right, but not the obligation, to take any and all actions as reasonably necessary to cure such City Event of Default and thereby enable fulfillment of the defaulted obligation hereunder and/or satisfaction of the IOC Requirements (subject to Section 40 with respect to OCOG’s obligation to bear the costs for satisfaction of IOC requirements in the circumstances specified in that section).

OCOG shall use commercially reasonable efforts to notify City in writing of such City Event of Default and the intended curative actions, but failure to deliver such notice shall not prevent the taking of any such curative action if time does not permit OCOG to provide advance notice; in such event, OCOG shall provide City written notice after the curation action has been completed. City agreesto reimburse OCOG promptly for all reasonable and undisputed costs and expenses incurred by OCOG or its representatives in connection with such curative actions; provided that OCOG may, at OCOG’s option, elect to offset such cost and expenses against any amounts that would otherwise be payable to City under this Agreement.

22.4. OCOG Event of Default. The occurrence of any of the following events shall constitute an event of default of the OCOG for purposes of this Agreement (each, an “OCOG Event of Default”):

22.4.1 any failure by the OCOG to perform any of its material obligations under this Agreement where such failure continues for more than thirty (30) days after City’s written notice thereof to the OCOG; provided that if the nature of the default is such that it cannot be reasonably cured within such thirty (30) day period, the OCOG shall not be deemed to be in default if it timely commences cure within such thirty (30) day period and diligently proceeds to cure such default within a reasonable time period acceptable to the City after receipt of City’s written notice.

22.5. City’s Remedies. Upon the occurrence of any OCOG Event of Default, City shall have the option to pursue any or all of the following remedies:
a) City shall have the right upon written notice to OCOG to terminate this Agreement in accordance with Section 25.2 (City’s Termination Right). b) City shall at all times have the rights and remedies (in addition to those rights and remedies available under this Section, at law, in equity or pursuant to another provision of this Agreement) to seek declaratory, injunctive or other equitable relief, and to seek to specifically enforce this Agreement, subject to Section 23 and Exhibit C.

22.6. Cumulative Rights. For avoidance of doubt and further to Section 48 (Cumulative Rights) below, the rights and remedies of the Parties under this Section 22 are not exclusive, but rather shall be cumulative and in addition to any and all other remedies available to each Party, whether under this Agreement, in equity or at law, and may be pursued successively or concurrently as each Party may elect, without any notice or demand whatsoever, except as otherwise provided in this Agreement with respect to notice and cure periods and dispute resolution. The exercise of any remedy by a Party shall not be deemed an election of remedies or preclude that Party from exercising any other remedies in the future.

Section 23. Dispute Resolution.

23.1. Amicable Settlement. Both Parties shall undertake to reach an amicable settlement in cases of any dispute arising out of this Games Agreement (“Dispute”). If an amicable settlement cannot be reached, the OCOG and the relevant City Department shall schedule a meeting of their representatives in a good faith attempt to resolve the issues in Dispute. The meeting shall allow for a detailed presentation of each Party’s views on the issues and potential solutions to the Dispute.

If possible, the meeting should result in an agreed upon course of action to resolve the Dispute. If

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an amicable resolution cannot be obtained after the initial meeting, then the mattershall be escalated, with attempted resolution sought between the City Manager and the equivalent OCOG supervisor.

If, after conferring, no resolution is obtained, then the matter shall be resolved in a manner consistent with Sections 23.2 and 23.3 below. Notwithstanding the foregoing, the Parties agree that for any Dispute arising between the Parties, the place of arbitration shall be the City of Los Angeles, State of California. Both Parties shall continue to perform any obligations under this Games Agreement during any Dispute.

23.2. Dispute Resolution.

23.2.1 Dispute Resolution. Any Dispute involving breach (or alleged breach) of, or controversy or claim arising out of or relating to, this Agreement (including the interpretation or invalidity of any of its terms) or fraud of the Parties hereto, will be resolved in accordance with the procedures specified in Exhibit C (Dispute Resolution) attached hereto, which will be the sole and exclusive procedure for the resolution of any such Dispute, except that a Party, without prejudice to such procedures, may file a complaint to seek judicial relief for a provisional remedy (as defined in California Code of Civil Procedure Section 1281.8(a)) pursuant to Code of Civil Procedure Section 1281.8 , provided that the Parties will continue to participate in good faith in the procedures specified in Exhibit C (Dispute Resolution) attached hereto. Other than OCOG Indemnified Parties and the City Indemnified Parties, no person or entity who is not a party to this Agreementshall be bound by this Section 23.2.1 (Dispute Resolution).

23.3. Injunctive Relief. The City acknowledges that Olympic- and Paralympic-related marks (including designation(s), logo(s) and any other Olympic- and Paralympic-related intellectual property) possess special, unique and extraordinary characteristics that may make difficult the assessment of monetary damages that would be sustained as a result of the City’s unauthorized use or misappropriation thereof. The City agrees that, notwithstanding the OCOG’s and IOC’s rights to exercise any available remedy, in such event the OCOG and/or IOC shall have the right to seek from any court of competent jurisdiction, injunctive and other equitable relief as appropriate, subject to Section 23 and Exhibit C. If the OCOG and/or IOC seeks any equitable remedies (including injunctive relief), it shall not be precluded or prevented from seeking remedies at law (subject to Section 23 and Exhibit C), nor shall the OCOG and/or IOC be deemed to have made an election of remedies.

23.4. The City hereby expressly waives the application of any legal provision under which the City may claim immunity against any claim or action, or portion thereof, that is based in contract and that is for the breach of any obligation(s) of the City defined in this Agreement involving any of the OCOG Indemnified Parties (as defined below in Section 24.1). Such waiver shall apply not only to the jurisdiction but also to the recognition and enforcement of any judgment, decision, or arbitral award.

The City, by this Agreement, does not waive immunity for any claim or action, or portion thereof, that is based in tort including those that arise out of performance of this Agreement, and all such claims shall comply with the claims presentation requirements set forth in the California Government Claims Act.

Section 24. Indemnification

24.1. Indemnities by the City. The City shall indemnify, defend and hold harmless the OCOG, the other Olympic Parties, the City of LA, the State of California, and each of their respective officials, officers, agents and employees (collectively, the “OCOG Indemnified Parties” and individually, an “OCOG Indemnified Party”) from and against any and all Indemnifiable Claims incurred by any

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OCOG Indemnified Party in connection with, arising out of, or resulting from (a) any grossly negligent act or omission or willful misconduct by City Indemnified Parties in connection with this Agreement, (b) any breach of any of the City’s representations, warranties or covenants under this Agreement, (c) any defect in the structure, design or layout of the public services, if the City is legally liable for the defect and has no immunity from the claim or action (or relevant portion thereof) for same, or (d) any claim that is the direct result of the negligent performance of any public services pursuant to this Agreement by the City or its Representatives; provided that the foregoing indemnification, defense and hold harmless provisions shall not apply to the extent that any Indemnifiable Claim arises out of or results from any gross negligence or willful misconduct of OCOG or any of its officials, officers, agents or employees. The indemnification obligations of the City under this Section 24.1 (Indemnities by the City) shall survive any expiration or earlier termination of this Agreement.

24.2. Indemnities by the OCOG. The OCOG shall indemnify, defend and hold harmless the City and its officials, officers, agents and employees (collectively, the “City Indemnified Parties” and individually, a “City Indemnified Party”) from and against any and all Indemnifiable Claims incurred by any City Indemnified Party in connection with, arising out of, or resulting from (a) any grossly negligent act or omission or willful misconduct by OCOG Indemnified Parties in connection with this Agreement, or (b) any breach of any of OCOG’s representations, warranties or covenants under this Agreement; provided that the foregoing indemnification provisions shall not apply to the extent that any Indemnifiable Claim arises out of or results from any gross negligence or willful misconduct of City or any of its officials, officers, agents or employees. The indemnification obligations of the OCOG under this Section 24.2 (Indemnities by the OCOG) shall survive any expiration or earlier termination of this Agreement.

24.3. Duty to Mitigate. Any Person that has incurred Indemnifiable Claims that are subject to the indemnification obligations of Sections 24.1 or 24.2 shall take all commercially reasonable steps to mitigate damagesin respect ofsuch Indemnifiable Claimsin any manner that it deemsreasonably appropriate.

Section 25. Termination

25.1. OCOG’s Termination Right. This Agreement may be terminated by OCOG following a City Event of Default by providing at least thirty (30) days’ prior written notice of termination to the City pursuant to the terms of Section 22.2 (OCOG’s Remedies).

25.2. City’s Termination Right. This Agreement may be terminated by the City following an OCOG Event of Default by providing at least thirty (30) days’ prior written notice of termination to the OCOG pursuant to the terms of Section 22.5 (City’s Remedies).

25.3. Effect of Termination. From and after any termination of this Agreement in accordance with its terms, all rights, covenants and obligations of performance by the Parties (except for those rights and obligations that are expressly stated to survive termination, including those contained in Section 24 (Indemnification), 33 (Confidentiality), and Exhibit C (Dispute Resolution)) shall immediately terminate; provided that no termination of this Agreement shall alter any of the claims of either Party for any breach of this Agreement occurring prior to such termination, and the obligations of the Parties with respect to such breaches (including those giving rise to such termination) shall survive such termination. Except as expressly set forth herein, neither Party shall be obligated to pay the other any cost, fee, premium or penalty as a result of any termination of this Agreement.

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Section 26. General Provisions.

26.1. Sustainability and Social Responsibility.

26.1.1 The City hereby acknowledges that it is the goal of OCOG, the IOC, and the IPC to encourage and support a responsible concern for environmental issues, to promote sustainable development and operation in sport and to require that the 2028 Games be conducted in a manner consistent with these values. To that end, the City agrees to make reasonable efforts to cooperate with, and to cause all of the City’s Representatives to cooperate with, OCOG in its efforts to achieve the foregoing values, including by (i) engaging in reasonable efforts to reduce waste, increase energy efficiency, minimize pollution, and conserve water and other resources, and (ii) endeavoring to observe any other reasonable sustainable sourcing guidelines, energy policies, social impact policies, or environmental policies, including OCOG’s Impact & Sustainability Policy and Plan, communicated by OCOG, subject to City approval thereof to the extent it pertains to City, until expiration or earlier termination of this Agreement. The City shall also reasonably cooperate with OCOG in reporting any data or other metrics related to its sustainability measures and the Games’ impact to OCOG for OCOG’s internal research, recordkeeping and public reporting purposes.

26.1.2 OCOG is committed to delivering an inclusive and socially responsible 2028 Games experience for all athletes, fans, partners, and the surrounding community. The OCOG prioritizes diversity and inclusion in the conduct of its business at all levels of its organization and also enforces a policy of zero-tolerance for harassment, discrimination, or racism. To that end, the City acknowledges it is required to comply with all Applicable Laws prohibiting discrimination and harassment in the workplace and the conduct of its business and agrees to engage in reasonable efforts to adopt similar policies of inclusion, anti-racism and human rights as those embraced by OCOG, subject to communication of such policies by OCOG to City and the discretion of the City’s decision-making authorities related to same under Applicable Laws.

26.1.3 In their performance of this Agreement, the Parties shall not, and shall use reasonable efforts to cause their Representatives and Personnel not to, (a) discriminate or permit discrimination against any Person because of race, creed, color, religion, national origin, gender, age, military status, sexual orientation, marital status or physical or mental disability; or (b) refuse to hire or promote, or discharge or demote, or discriminate in matters of compensation against any Person otherwise qualified, solely because of that Person’s race, creed, color, religion, national origin, gender, age, military status, sexual orientation, marital status or physical or mental disability.

Section 27. Postponement or Cancellation of the 2028 Games.

27.1. Postponement or Cancellation of the 2028 Games. Notwithstanding anything to the contrary herein, in the event the Games are rescheduled, postponed, or cancelled, OCOG shall provide prompt written notice thereof to the City. Upon the City’s receipt of such notice that the 2028 Games have been rescheduled or postponed to a new date occurring on or prior to December 31, 2029 (the “Adjusted Games Dates”), the Parties shall: (a) proportionately adjust the dates of performance and any other terms and conditions of this Agreement to align with the Adjusted Games Dates; and (b) engage in best efforts to mitigate any associated harm to OCOG, the City, the City of LA and the State of California, to the extent reasonably possible, including by taking reasonable corrective measures. Notwithstanding the foregoing, in the event that the Adjusted Games Dates cover at least

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part of the former Games Period, the guarantee previously provided by the City for that part of the former Games Period shall nevertheless be upheld by the City, unless otherwise excused in writing by OCOG. The Parties shall document all revised terms for the Adjusted Games Dates by way of written amendment to this Agreement pursuant to Section 36 (Amendment), and this Agreement, as amended, shall continue in full and force effect to apply to the Adjusted Games Dates. In the event that the 2028 Games are postponed until after January 1, 2030, cancelled in their entirety or relocated outside of the City of LA, or any venue in the City of Carson is removed from the OCOG’s Venue Plan due to a decision by OCOG, the IOC, the IPC, and/or the USOPC, OCOG shall provide prompt written notice thereof to the City, and this Agreement shall be terminated without penalty as of the date of notice, without further liability to either Party, except OCOG shall receive a refund of all monies paid in advance for any benefits not received due to such termination, to the extent such monies have not been expended by the City pursuant to or in reliance on the Agreement or for the purpose of fulfilling duties or obligations hereunder.

Section 28. Cooperation; Further Assurances. The Parties acknowledge that the success of the Games requires cooperation of the Parties at all times and that each Party shall use its best efforts to keep the other fully informed in a timely manner as to the progress of their plans and activities, any particular difficulties and issues encountered by them, any changes in plans and any other information that might affect the obligations of the other Party under this Agreement. Each Party agrees to, with reasonable diligence, do all such things, provide all such assurances and assistance and execute and deliver such other documents or instruments as may be reasonably required to give effect to the terms and purpose of this Agreement and to carry out its provisions.

Section 29. Authority of City. The City hereby represents, warrants and covenants to OCOG that, as of the Effective Date and at all times during the term of this Agreement: (a) it has and will continue to have all necessary power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution of this Agreement by it and the performance by it of its obligations hereunder have been duly authorized by all necessary action; (c) any governmental or third party consents or approvals necessary for the due and valid execution, delivery and performance by the City of this Agreement have been obtained and are and will continue to be in full force and effect; (d) this Agreement has been duly executed and delivered by the City and is and will continue to be a valid and binding obligation of the City, enforceable against it in accordance with its terms, subject to bankruptcy and similar laws of general application relating to or affecting creditors’ rights and to general equity principles; and (f) the execution, delivery and performance of this Agreement will not result in the breach of or default under (or with notice or passage of time would constitute a breach of or default under) any agreement, understanding or contract with any Person.

Section 30. Notices. All notices, requests, consents and demands shall be given to or made upon the Parties at their respective addresses set forth on Exhibit A (Notice Information), or at such other address as either Party may designate in writing delivered to the other Party in accordance with this Section 30 (Notices). Unless otherwise agreed in this Agreement, all notices, requests, consents and demands shall be given or made by personal delivery, by confirmed air courier, by electronic mail, or by certified first-class mail, return receipt requested, postage prepaid, to the Party addressed as aforesaid. If sent by confirmed air courier, such notice shall be deemed to be given upon the earlier to occur of (a) the date upon which it is actually received by the addressee and (b) the business day upon which delivery is made at such address as confirmed by the air courier (or if the date of such confirmed delivery is not a business day, the next succeeding business day). If mailed, such notice shall be deemed to be given upon the earlier to occur of (x) the date upon which it is actually received by the addressee and (y) the third business day following the date upon which it is deposited in a first-class postage-prepaid envelope in the United States mail addressed as aforesaid. If given by electronic mail, such notice shall be deemed to be given upon the date it is delivered to the addressee by electronic mail, regardless of whether any subsequent copy is sent or

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received.

Section 31. Relationship of Parties. Each of OCOG and the City shall be solely responsible for its own duties and obligations under this Agreement and shall be deemed to be an independent contractor contracting at arms’ length with the other Party. Neither the City nor OCOG shall be deemed to have guaranteed performance by, or to be jointly liable, for the obligations of the other Party under this Agreement or otherwise (except as and to the extent expressly agreed by both Parties in a separate writing). Nothing contained in this Agreement shall (a) be deemed to create any agency, partnership or other similar relationship between the Parties; and (b) authorize or permit either Party to represent or otherwise hold out itself or any of its Representatives to be an agent, employee or partner of the other Party.

31.1. No Obligations for Unrelated Parties. It is expressly understood and agreed by the City that:

31.1.1 None of the State of California, the IOC, the IPC, the USOPP or any of their respective Representatives, nor any Representative of OCOG (all of the foregoing, collectively, “Unrelated Parties”) shall incur any financial responsibility or liability of any kind or nature whatsoever as a result of this Agreement, except nothing herein shall obviate any obligation of the OCOG or Unrelated Parties under the Host City Contract;

31.1.2 Without limiting the foregoing, neither OCOG nor the City shall be deemed to be an agency, instrumentality, joint venture, or agent of any Unrelated Party; and

31.1.3 The City, for itself and its successors and assigns, hereby irrevocably waives and releases, and hereby agrees and covenants to refrain from bringing or causing to be brought, any contractual claims, demands, action,suits or other proceedings, whether at law or in equity, or whether before a court, arbitration panel, agency board or other body, against any Unrelated Party on account of any and all rights, demands, damages, claims, actions, causes of action, duties or breaches of duty, known or unknown, existing, pending, accrued or unaccrued (each, a “Cause of Action”), that the City has, claims to have or may have against any Unrelated Party, to the extent any such Cause of Action arises from or relates to this Agreement.

31.1.4 The City acknowledges and agrees that it has no right of recovery of any kind against the USOPC, the USOPP, and the IOC or any of their Representatives under this Agreement, and that the sole and exclusive recourse or remedy by the City for any Cause of Action under this Agreement shall be against OCOG or its successors or assigns. The USOPC, the USOPP, and the IOC shall be a third-party beneficiary of this Section 31 with full rights of enforcement thereof.

31.1.5 The provisions of the Section 31.1 (No Obligations for Unrelated Parties) shall survive any expiration or earlier termination of this Agreement.

Section 32. Compliance with Laws. During the term of this Agreement, the City and OCOG shall each comply with, and shall each make reasonable efforts to cause their respective Representatives to comply with, all applicable laws, including all federal, state, local and municipal laws, statutes, ordinances, orders, decrees, regulations, permits, guidance documents, policies and other requirements of Governmental Authorities, including but not limited to, environmental laws and any lawsregarding health and safety, labor and employment, wage and hours and licensing laws which affect employees (collectively, “Applicable Laws”), in each case, to the extent relating to this Agreement. The City and OCOG hereby agree to promptly disclose in writing to the other Party any information obtained by the City or OCOG, as applicable, relating to any actual, potential or alleged

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Packet Pg. 695 Attachment: City of Carson Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) 01007.0001/918066.6 Games Agreement, Page 22
non-compliance by the City or OCOG, as applicable, or any of its Representatives, with any Applicable Law, to the extent relating to this Agreement.

Section 33. Confidentiality. While recognizing that documents provided to the City are generally public documents subject to the California Public Records Act requests, OCOG may on its own initiative and its own expense seek recourse of the courts to prevent the release of documents or information that it deems confidential and not subject to public disclosure. Without limiting the foregoing, until January 1, 2031 (i) the City shall not discuss the terms of this Agreement or the planned use of the City’s venues for the Games with any member of the media without the prior written consent of OCOG, which consent shall not be unreasonably withheld, conditioned or delayed, and (ii) neither party shall issue any press release or make any other public statement concerning the terms of this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed; provided that nothing in this Section 33 (Confidentiality) shall be deemed to prevent OCOG from making any statement regarding its intended use of the City’s venues as part of the 2028 Games, nor from City repeating or publicizing any such statement thereafter; and provided, further, that nothing in this Section 33 (Confidentiality) shall restrict the City in its capacity as a governmental authority, including in connection with any public hearings, meetings, testimony, or written or oral reports necessary for the approval or administration of this Agreement or related actions. The provisions of this Section 33 (Confidentiality) shall survive any termination of this Agreement for a period of five (5) years.

Section 34. Retention of Records and Inspection. The Parties shall maintain all records, including records of financial transactions, pertaining to the performance of this Agreement, in accordance with its normal and customary business practices; provided, however, these records shall be retained during the term of this Agreement and for a period of three (3) years following the expiration or earlier termination of this Agreement as provided in Section 4 (“Record Retention Period”). Said records shall be subject to examination and audit by authorized Representatives of the Parties during the Record Retention Period upon reasonable prior notice to the other Party. The provisions of this Section 34 (Retention of Records and Inspection) shall survive any expiration or earlier termination of this Agreement.

Section 35. Assignment and Delegation. The City may not assign or in any manner transfer any of its rights or delegate any of its obligations under this Agreement without prior written notice to OCOG.

The City may delegate any of its obligations to any contractor or any operator or manager of the City Services upon prior written notice to, and the prior approval of, OCOG; provided, no such delegation shall relieve the City of its obligations under this Agreement. OCOG may freely assign any of itsrights and may delegate any of its obligations to any other assignee of, or successor to, all or part of the business of OCOG, including the IOC and IPC upon completion of the 2028 Games.

Subject to the limitation set forth in the first sentence of this Section 35 (Assignment and Delegation), this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

Section 36. Amendment; Waiver. Subject to written approval by the IOC, the terms and provisions of this Games Agreement shall be binding upon the Parties and may not be amended, modified, or waived, except by an instrument in writing signed by each of the Parties. No action or inaction by either Party shall be deemed to constitute a waiver by such Party of any compliance by the other Party with any representation, warranty or covenant contained in this Agreement. Neither the waiver by any Party of a breach of or default under any of the provisions of this Agreement, nor the failure of any Party to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder shall thereafter be construed as a waiver of any subsequent breach or default or as a waiver of any other provisions, rights or privileges hereunder. No failure or delay on the part of any Party in exercising any right, power or privilege hereunder shall operate as a waiver

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Packet Pg. 696 Attachment: City of Carson Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) 01007.0001/918066.6 Games Agreement, Page 23
thereof.

Section 37. Headings. The Section and Exhibit headings herein are for convenience and reference only, and in no way define or limit the scope and content of this Agreement or in any way affect its provisions.

Section 38. Agreement. This Games Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, whether written or oral, with respect thereto (including, for the avoidance of doubt, the Guarantees).

Section 39. Non-Recourse. No obligation of the OCOG or the City under this Games Agreement constitutes an obligation of, and no recourse, claims, actions, rights to sue, or other remedies shall be had against, any trustee, director, officer, employee, volunteer, agent, consultant, member, attorney, representative, or independent contractor of the OCOG or the City for any obligations arising out of this Games Agreement. No trustee, director, officer, employee, volunteer, agent, consultant, member, attorney, representative, or independent contractor of the OCOG or the City shall have any personal liability or obligation for any act or omission of the OCOG or the City, whether arising out of this Games Agreement or otherwise in connection with any of the transactions contemplated hereby or thereby or any other matter related to the 2028 Games.

Section 40. IOC Approval Required. This Agreement and terms hereof shall be subject to approval by the IOC (“IOC Approval”). The City acknowledges that OCOG shallseek IOC Approval. The City shall use its best efforts to cooperate with and support OCOG in obtaining IOC Approval.

Notwithstanding anything to the contrary in this Agreement, the City shall not be entitled to revoke or otherwise withdraw any of its offers or obligations under this Agreement prior to (or after) the receipt of IOC Approval, and this Agreement shall be fully binding on and enforceable against the City upon execution hereof. In the event IOC Approval is not obtained for any reason within 12 months of the date this Agreement is fully executed, this Agreement shall automatically terminate, unless otherwise agreed by the Parties in writing.

Section 41. Primacy of the IOC Requirements. Notwithstanding anything to the contrary set forth in this Agreement, to the extent any term or provision of this Agreement conflicts, or is inconsistent, with any IOC Requirement, such IOC Requirement will govern and control. If any such conflict or inconsistency arises, OCOG will advise the City thereof and the City shall comply with such IOC Requirement, unless City disputes OCOG’s determination as to the claimed conflict or inconsistency, in which case the Parties shall proceed pursuant to Section 23 (Dispute Resolution). In the event such IOC Requirement would result in a substantial adverse fiscal impact on the City that significantly and disproportionately differs from fiscal impacts resulting from prior special events held in the City or from the other provisions of this Agreement absent the IOC Requirements, then the Parties shall work in good faith to seek to modify such IOC Requirement(s); provided that if the IOC does not agree to modify such IOC Requirement, such costs shall be borne by the OCOG. In accordance with the IOC Requirements, the City specifically agrees to abide by the terms of the additional IOC covenants set forth on Exhibit D (Additional IOC Covenants). “IOC Requirement” means, collectively, the Olympic Charter and the Host City Contract, each as amended, supplemented or otherwise modified from time to time, to the extent applicable to the City.

Section 42. Olympic Charter and Host City Contract. The City agrees to respect the Olympic Charter and that it will take reasonable measures when practical in order that the City of Los Angeles and the OCOG fulfill completely their obligations under the Host City Contract and other relevant agreements with the IOC, subject to City approval thereof to the extent pertaining to the City.

Section 43. Severability. Upon execution by the Parties, each term and provision of this Agreement shall

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be valid and enforceable to the fullest extent permitted by Applicable Law. If any term or provision of this Agreement, or the application thereof to any Person or circumstance, shall be held invalid or unenforceable to any extent in any jurisdiction, then, as to such jurisdiction, the remainder of this Agreement (including the application of such term or provision to Persons or circumstances other than those as to which such term or provision is held invalid or unenforceable in such jurisdiction) shall not be affected thereby. Any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 44. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Any counterpart or other signature delivered by .pdf or other electronic transmission (including DocuSign) shall be deemed for all purposes as being good and valid execution of this Agreement by the applicable Party.

Section 45. No Third Party Beneficiary. Except as expressly provided herein, no third party is intended to be, or shall be deemed to be, a beneficiary of any provision of this Games Agreement.

Section 46. Governing Law. This Agreement shall be construed in accordance with, and governed by the substantive laws of, the State of California, without reference to principles governing choice or conflicts of laws. This Agreement will be interpreted without reference to any law, rule, or custom construing this Agreement against the Party which drafted this Agreement.

Section 47. Time of the Essence. With respect to all dates and time periods in or referred to in this Agreement, time is of the essence.

Section 48. Cumulative Rights. Except as expressly set forth in this Agreement, the rights and remedies provided by this Agreement are cumulative and are in addition to any other rights the Parties may have by law, or otherwise, and the use of any one right or remedy by any Party shall not preclude or waive its right to use any or all other remedies.

Section 49. Right to Enforce Strictly. Notwithstanding any law, usage or custom to the contrary, the City and OCOG shall at all times have the right to enforce each of the provisions of this Agreement in strict accordance with its terms, except as otherwise expressly provided in this Agreement.

Subject to the foregoing, if, at any time, the City or OCOG (as the case may be) fails to enforce, or otherwise elects not to enforce, any provision of this Agreement or any right or remedy of the City or OCOG (as the case may be) with respect thereto strictly in accordance with its terms, such failure or election shall not constitute, and shall not be construed as creating, any custom or course of dealing in any way or manner contrary to any provision of this Agreement or as having in any way or manner modified the same.

Section 50. Interpretation. References in this Games Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. Unless the context otherwise requires, the words “include,” “includes,” and “including” when used in this Games Agreement shall be deemed to be followed by the phrase, “without limitation.” Unless the context otherwise requires, references in this Games Agreement to Sections, Annexes, Exhibits, and Schedules shall be deemed to be references to Sections of, and Annexes, Exhibits and Schedules to this Games Agreement. Unless the context otherwise requires, the words “hereof,” “hereby,” and “herein,” and words of similar meaning when used in this Games Agreement refer to this Games Agreement in its entirety and not to any particular Section or provision of this Games Agreement.
[The remainder of this page has intentionally been left blank; signature pages and exhibits follow]

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IN WITNESS WHEREOF, the Parties hereto have caused this Games Agreement to be executed by their duly authorized representatives and affixed as of the date of signature of the Parties:

THE CITY OF CARSON
By:

Lula Davis-Holmes
Mayor, City of Carson
Date:

APPROVED AS TO FORM: ATTEST:

Sunny Soltani, City Attorney Khaleah K. Bradshaw, City Clerk By: By:

Date: Date:

LOS ANGELES ORGANIZING COMMITTEE FOR THE OLYMPIC AND PARALYMPIC GAMES 2028
By:

CASEY WASSERMAN
Chairperson
Date:

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Packet Pg. 699 Attachment: City of Carson Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) 01007.0001/918066.6 A-1
Games Agreement Exhibit A
Addresses for Notices

THE CITY OF CARSON
David C. Roberts, Jr.

City Manager
701 E. Carson Street
Carson, CA 90745

LOS ANGELES ORGANIZING COMMITTEE FOR THE OLYMPIC AND PARALYMPIC GAMES 2028
John Harper
Chief Operating Officer
10900 Wilshire Blvd.

Suite 700
Los Angeles, CA 90024
Tanja Olano
Chief Legal Officer
10900 Wilshire Blvd.

Suite 700
Los Angeles, CA 90024

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Packet Pg. 700 Attachment: City of Carson Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) 01007.0001/918066.6 B-1
Games Agreement Exhibit B
City Ad Space
Development Agreements:

Type Location Third Party Contract
(including Third Party Name, Contact
Information, and Contract Term)
Billboard 19401 Main Street Bulletin Displays, LLC
Mark A. Kudler
3127 E. South St, Ste B
Long Beach, CA 90805
Term: July 27, 2031
Digital Billboard 110 Freeway Site Clear Channel Outdoor, Inc.

Bryan Parker
19320 Harbor Gate Way
Torrance, CA 90501
Term: To be provided by City
Digital Billboard 840 E. Walnut Street New Tradition Outdoor, LLC 588 Broadway, Room 905
New York, NY 10012
Term: May 29, 2048
Digital Billboard 405 FWY Railroad Site,
adjacent to the south-bound
lanes of the 405 Freeway,
west of S. Alameda Street.

Clear Channel Outdoor, Inc.

Bryan Parker
19320 Harborgate Way
Torrance, CA 90501
Term: January 29, 2034
Billboards 405 FWY- Alameda Site,
South Alameda Street
overpass
CBS Outdoor, Inc.

Chris Steinbacher
1731 Workman St.

Los Angeles, CA 90031
Term: June 5, 2034
Digital Billboard 22020 Recreation Road Outfront Media LLC Collin Smith
Vice President - National Real Estate Group
1731 Workman Street, Los Angeles, CA 90031
Term: May 6, 2039
Digital Billboard 2201 223rd Street WECO RE Holdings, LLC Brandon Stevens, President
8801 E. Kellogg
Wichita, KS 67207

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Packet Pg. 701 Attachment: City of Carson Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) 01007.0001/918066.6 B-1
Term: March 6, 2053
Digital Billboard Adjacent to the
north-bound lanes of the 405
Freeway, north of Del Amo
and south of Main Street
Clear Channel Outdoor, LLC
Bryan Parker
19320 Harbor gate Way
Torrance, CA 90501
Attn: Vice President Real Estate & Public Affairs
Term: March 6, 2053
City-Owned Bus Shelter Advertising Displays: See Map below

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Packet Pg. 702 Attachment: City of Carson Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) C229
01007.0001/918066.6
Games Agreement Exhibit C
Dispute Resolution

1. Discussion Period
In the event any Dispute is not resolved in the ordinary course of business, the Parties agree that, before any Party initiates binding arbitration, the Parties shall first engage in a good faith attempt to resolve the Dispute through an informal dispute resolution process set forth in this Section 1.

Any Party may provide written notice of the Dispute to the other Party describing in reasonable detail the nature of the Dispute (a “Dispute Notice”). Upon a Party’s receipt of a Dispute Notice, each Party shall appoint a Representative who shall have the authority to settle the Dispute. The Parties, through their Representatives, will then initiate good faith discussions to attempt to resolve the Dispute within forty-five (45) days of a Party’s receipt of the Dispute Notice. The meeting shall allow for a detailed presentation of each Party’s views on the issues and potential solutions to the Dispute. If possible, the meeting should result in an agreed upon course of action to resolve the Dispute. If an amicable resolution cannot be obtained after the initial meeting, then the matter shall be escalated, with attempted resolution sought between the City Manager and the equivalent OCOG supervisor. In the event the Dispute cannot be resolved through good faith discussions within such forty-five (45) day period, or such further time period agreed to by the Parties, either or both Parties shall have the right to initiate binding arbitration in accordance with Section 2 below. Except as otherwise provided by an order of the arbitrator pursuant to this Exhibit or by order of a court pursuant to Section 23.2.1, both Parties shall continue to perform any obligations under this Agreement during any Dispute, subject to their rights of termination as set forth in Section 25.

2. Agreement to Arbitrate
The Parties hereby agree that if they, or their respective indemnitees, successors, assigns or legal representatives, as applicable, are unable to resolve any Dispute pursuant to Section 1 above, then except as otherwise provided in Section 23.2.1, such Dispute shall be resolved by final, binding arbitration conducted before a single, neutral arbitrator with the American Arbitration Association (“AAA”) to the extent allowable under the laws of the State of California. The arbitration shall be conducted in accordance with the Agreement and the current rules of the AAA for Commercial Arbitration found at adr.org/Rules (the “AAA Rules”) as of the Effective Date, which are incorporated herein by reference, except as otherwise provided in this Agreement or mutually agreed to by the Parties in writing. The arbitration shall be conducted in English. If the amount at issue in any Dispute does not exceed $10,000, the arbitration shall be conducted solely on the basis of documents submitted by the Parties to the arbitrator, unless either Party requests a hearing or the arbitrator determines a hearing is necessary. If the amount at issue in any Dispute exceeds $10,000, the Parties’ respective rights to a hearing shall be resolved through the AAA Rules. Either Party shall have the right to undertake direct and reasonable discovery in accordance with the AAA Rules and consistent with the expedited nature of arbitration.

3. Seat of the Arbitration and Governing Law
The seat of the arbitration shall be Los Angeles, California, unless otherwise agreed in writing by the Parties. The arbitrator shall be selected pursuant to the mutual agreement of the Parties, provided, if the Parties are unable to agree on an arbitrator, the arbitrator shall be appointed in accordance with the AAA Rules. The arbitrator shall have the authority to grant motions dispositive of all or any part of any claims or counterclaims. The arbitrator shall decide the issues submitted as arbitrator in accordance with Applicable Law and shall base any award, including any interim awards, upon the terms of this Agreement and the laws of the State of California.

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Packet Pg. 703 Attachment: City of Carson Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) C230
01007.0001/918066.6

4. Awards and Relief
Any judgment or award rendered by the arbitrator shall be final and binding and enforceable in any court of competent jurisdiction. All awards shall be in writing and shall state the reasoning upon which such award rests. The arbitrator is hereby expressly empowered to grant any remedy or relief not expressly prohibited by this Agreement and available under Applicable Law, including, but not limited to, specific performance and provisional and permanent injunctive relief. In its award, the arbitrator may award reasonable attorneys’ fees and costs to the prevailing Party in the arbitration and otherwise apportion the costs of the arbitration between or among the arbitrating Parties in such a manner as it deems reasonable, taking into account the circumstances of the case, the conduct of such Parties during the proceedings and the result of the arbitration. Unless otherwise ordered by the arbitrator, each Party to the arbitration shall bear its own costs and expenses of the arbitration, and the fees and expenses of the arbitrator and of any expert or other assistance engaged by the arbitrator shall be borne by the Parties to the arbitration equally.

5. Confidentiality
The arbitrator and the American Arbitration Association shall treat all dispute resolution proceedings provided for herein, all related disclosures, and all decisions of the arbitrator as confidential, except (i) in connection with any judicial proceedings ancillary to the dispute resolution proceedings (such as a judicial challenge to, or enforcement of, the arbitral award), (ii) if and to the extent otherwise required by applicable law to protect any legal right of either Party, or (iii) if and to the extent otherwise agreed by the Parties.

6. Survival
The terms of this Exhibit C shall survive any expiration or earlier termination of this Agreement.

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Packet Pg. 704 Attachment: City of Carson Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) 01007.0001/918066.6 D-1
Games Agreement Exhibit D
Additional IOC Covenants
The City acknowledges, confirms and agrees that:

1. The City shall respect and abide by the terms of the Olympic Charter and the Host City Contract throughout the term of this Agreement, subject to Section 41 of the Agreement;

2. All representations, warranties and covenants made by the City in this Agreement shall become a part of OCOG’s and the City of LA’s bid documents, and shall be binding upon OCOG, the City of LA and the City;

3. The City shall take all the necessary measures to completely perform its obligations under this Agreement;

4. The City shall cooperate with, and to cause all of the City’s Representatives to cooperate with, OCOG, the IOC, and the IPC in their efforts to respect and promote the principles of equity, dignity and functionality of all persons with disabilities;

5. In connection with any public services, the City shall comply with, and shall cause all contractors, subcontractors and other service providersinvolved therewith, to acknowledge and agree to, the terms of Sections 26.1.2-.3 (No Discrimination), 21 (Insurance), and 26.1.1 (Sustainability and Social Responsibility);

6. Without the express written consent of OCOG, the City shall, as provided in Section 12, neither schedule nor hold any major event at any site owned or controlled by it during the Games or for one (1) week immediately before or after the Games;

7. OCOG shall have no responsibility, obligation or liability for or under any existing contractual commitments in respect of the City (other than this Agreement), including in relation to ticketing, hospitality, retailing and concessions (including food and beverage products), use of third party products and/or services, as well as rights of sponsorship, broadcasting, advertising, Signage, branding and commercial display within the City.

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Packet Pg. 705 Attachment: City of Carson Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session)

GAMES AGREEMENT
Between
Los Angeles Organizing Committee for the Olympic and Paralympic Games 2028 d/b/aOCOG
Address: I 0900 Wilshire Blvd., Suite 700, Los Angeles, CA 90024 and
The City oflnglewood
Address: One Manchester Blvd., Inglewood, CA 90301

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Packet Pg. 706 Attachment: City of Inglewood Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session)

TABLE OF CONTENTS
SECTION 1. RECITALS ......................................................................................................................................................... 2 SECTION 2. PURPOSE ......................................................................................................................................................... 2 SECTION 3. VOLUNTARY ................................................................................................................................................... 2 SECTION 4. TERM ................................................................................................................................................................. 2 SECTION 5. CITY LIAISONS ............................................................................................................................................... 2 SECTION 6. POWER TO BIND ........................................................................................................................................... 2 SECTION 7. DELIVERY OF CITY RESOURCES .............................................................................................................. 2 SECTION 8. PRIORITY OPTION ON CITY ADVERTISING SPACE ........................................................................... 6 SECTION 9. PRIORITY ROOM BLOCK AT NEW CITY HOTEL DEVELOPMENTS ............................................... 6 SECTION 10. EXPEDITED PERMITTING AND ZONING PROCESSES ....................................................................... 6 SECTION 11. ADMISSIONS/TICKET TAX ........................................................................................................................ 7 SECTION 12. OTHER EVENTS ............................................................................................................................................. 7 SECTION 13. UNAUTHORIZED STREET TRADING ...................................................................................................... 7 SECTION 14. UNFAIR BUSINESS PRACTICES PROTECTION ..................................................................................... 7 SECTION 15. ACCESSIBILITY STANDARDS .................................................................................................................... 8 SECTION 16. TRANSPORT AND TRAFFIC ....................................................................................................................... 8 SECTION 17. SECURITY ........................................................................................................................................................ 8 SECTION 18. VENUE CONSTRUCTION AND INFRASTRUCTURE DEVELOPMENT PROJECTS ........................ 8 SECTION 19. VENUE USE AGREEMENTS ......................................................................................................................... 9 SECTION 20. OCOG EXCLUSIVE RIGHTS ......................................................................................................................... 9 SECTION 21. RISK MANAGEMENT ................................................................................................................................. 12 SECTION 22. EVENT OF DEFAULT ................................................................................................................................. 13 SECTION 23. DISPUTE RESOLUTION ............................................................................................................................ 14 SECTION 24. INDEMNIFICATION ................................................................................................................................... 15 SECTION 25. TERMINATION ........................................................................................................................................... 16 SECTION 26. GENERAL PROVISIONS ............................................................................................................................ 17 SECTION 2 7. POSTPONEMENT OR CANCELLATION OF THE GAMES ................................................................. 17 SECTION 28. COOPERATION; FURTHER ASSURANCES .......................................................................................... 18 SECTION 29. AUTHORITY OF CITY ................................................................................................................................ 18 SECTION 30. NOTICES ........................................................................................................................................................ 18 SECTION 31. RELATIONSHIP OF PARTIES .................................................................................................................. 19 SECTION 32. COMPLIANCE WITH LAWS ..................................................................................................................... 20

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Packet Pg. 707 Attachment: City of Inglewood Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) SECTION 33. CONFIDENTIALITY .................................................................................................................................... 20 SECTION 34. RETENTION OF RECORDS AND INSPECTION ................................................................................... 20 SECTION 35. ASSIGNMENT AND DELEGATION ......................................................................................................... 20 SECTION 36. AMENDMENT; WAIVER ........................................................................................................................... 20 SECTION 37. HEADINGS .................................................................................................................................................... 21 SECTION 38. AGREEMENT ................................................................................................................................................ 21 SECTION 39. NON-RECOURSE ......................................................................................................................................... 21 SECTION 40. IOC APPROVAL REQUIRED ..................................................................................................................... 21 SECTION 41. PRIMACY OF THE IOC REQUIREMENTS ............................................................................................. 21 SECTION 42. OLYMPIC CHARTER AND HOST CITY CONTRACT ............................•............................................. 21 SECTION 43. SEVERABILITY ............................................................................................................................................ 21 SECTION 44. COUNTERPARTS ........................................................................................................................................ 22 SECTION 45. NO THIRD PARTY BENEFICIARY .......................................................................................................... 22 SECTION 46. GOVERNING LAW ....................................................................................................................................... 22 SECTION 47. TIME OF THE ESSENCE ............................................................................................................................ 22 SECTION 48. CUMULATIVE RIGHTS .............................................................................................................................. 22 SECTION 49. RIGHT TO ENFORCE STRICTLY; SPECIFIC PERFORMANCE ........................................................ 22 SECTION 50. INTERPRETATION ..................................................................................................................................... 23 ii

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Packet Pg. 708 Attachment: City of Inglewood Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) EXHIBIT A Addresses for Notices
EXHIBIT B City Ad Space
EXHIBIT C Dispute Resolution
EXHIBIT D Additional IOC Covenants

EXHIBITS
iii

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Packet Pg. 709 Attachment: City of Inglewood Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session)

GAMES AGREEMENT BETWEEN

THE CITY OF INGLEWOOD
AND

THE LOS ANGELES ORGANIZING COMMITTEE
FOR OLYMPIC AND PARALYMPIC GAMES 2028
This Inglewood 2028 Olympic and Paralympic Games Agreement (the "Games Agreement") is made and entered into as of the date of the last signature set forth below by and among the City of Inglewood, a municipal corporation (the "City") and the Los Angeles Organizing Committee for the Olympic and Paralympic Games 2028, a California nonprofit public benefit corporation (the "OCOG"). Collectively, these entities shall be known herein as the "Parties" or individually as a ".El!!:ty."

WITNESSETH
WHEREAS, on February 2, 2016 and August 30, 2016, the City delivered to the International Olympic Committee (the "IOC") in connection with the candidature of the City of Los Angeles for the 2024 Olympic and Paralympic Games (the "2024 Games"), letters which set forth certain governing principles and commitments from the City regarding its participation as a venue city in the 2024 Games ( collectively, the "Guarantees");
WHEREAS, subsequent to the City's issuance of the Guarantees, the IOC and International Paralympic Committee ("IPC") selected the City of Los Angeles to host the 2028 Olympic and Paralympic Games (the "2028 Games");
WHEREAS, per IOC requirements, the OCOG and the City now wish to enter into a definitive agreement to reflect the City of Los Angeles' subsequent election as host of the 2028 Games, to incorporate and apply the terms of the Guarantees to the 2028 Games (including with respect to public services in support of the 2028 Games) and to set forth other customary terms and conditions to provide a critical framework for how the OCOG and the City will work together;
WHEREAS, the Parties are committed to conducting 2028 Games-related operations in accordance with the goal of delivering a fiscally responsible 2028 Games; WHEREAS, the City is committed to working in good faith with the OCOG to coordinate and deliver a successful 2028 Games;
WHEREAS, the Parties recognize the value of sport as a way to celebrate human achievement and connect local and global communities in unique and powerful ways, acknowledging the benefit of both elite competition and recreational sport;
WHEREAS, the Parties recognize the City's racial, gender, physical ability, sexual orientation, and socioeconomic diversity as a strength and intend that the 2028 Games reflect such strength; WHEREAS, the Parties celebrate the IOC's leadership role in supporting the UN Women in the Sports for Generation Equality initiative, which aims to advance gender equality and the empowerment of women and girls in and through sport;
WHEREAS, the Parties desire to work together in good faith to host a safe and fiscally-responsible 2028 Games that are consistent with the long-term interests and values of the City and its residents; Games Agreement, Page I

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Packet Pg. 710 Attachment: City of Inglewood Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) WHEREAS, the Parties desire to ensure the 2028 Games reflect a commitment to sustainability as a guiding principle;
WHEREAS, the period of OCOG operations will necessitate that the City and the OCOG meet regularly; WHEREAS, in connection with the selection of the City of Los Angeles as the host of the 2028 Games, the City of Los Angeles, the OCOG, the roe, and the other parties thereto entered into that certain Host City Contract effective as of September 13, 2017 (as amended or otherwise modified from time to time, the "Host City Contract"), which, among other things, sets forth the primary obligations of the City of Los Angeles and the OCOG in connection with the planning, organizing, financing, and staging of the 2028 Games;
WHEREAS, the Host City Contract is comprised of, among other things, the HCC - Principles, the HCC - Operational Requirements, and the Candidature Commitments (as each such term is defined in the Host City Contract);
WHEREAS, the Parties acknowledge and agree that, pursuant to Section 3 of the HCC - Principles, all agreements relating to the incorporation and existence of the OCOG, including this Games Agreement, shall be submitted to the roe for its approval; and
NOW, THEREFORE, in consideration of the mutual benefits to be derived by the Parties, and of the promises contained in this Games Agreement, the Parties hereby agree as follows:

Section 1. Recitals, The recitals set forth above are fully incorporated into this Games Agreement.

Section 2, Pnrpose. The purpose of this Games Agreement is to set forth certain material terms of the relationship and commitments between the City and the OCOG.

Section 3. Voluntary. This Games Agreement is voluntarily entered into for the purpose set forth in Section 2 above.

Section 4. Term. This Games Agreement shall become effective on the date of the last signature set forth below by the Parties and shall remain in effect until the earlier of (i) the date the OCOG ceases to exist; (ii) the date of the express written agreement of each of the Parties hereto to terminate this Games Agreement; and (iii) the date this Agreement is terminated in accordance with Section 25.

Section 5. City Liaisons. The City hereby designates the Mayor (or his, her or their designee), the City Manager ( or his, her or their designee ), and the City Attorney ( or his, her or their designee) as the City's liaisons to the OCOG (the "City Liaisons").

Section 6. Power to Bind. Each of the Parties acknowledges and agrees that it shall not have any authority to bind the other to any legally binding obligation unless that authority has been granted to it by such other Party.

Section 7. Delivery of City Resources.

7.1 Normal and Customary Services. The City shall provide within each Games Footprint (as defined in Section 7.4.2)-and at the City's cost and expense-public services at the level and range that would be customarily provided by the City at the time a Games Footprint is deemed to be in effect were the 2028 Games not to then be occurring (the "Normal and Customary Services"), as Games Agreement, Page 2

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Packet Pg. 711 Attachment: City of Inglewood Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) determined in accordance with Section 7.1.1. Such public services shall include, but are not limited to, police, fire, transportation, public works and building and safety.

7.1.1 The City and OCOG agree to meet on at least an annual basis and, by October I, 2025, mutually agree (in writing) on the Normal and Customary Services. The Parties will collaborate in good faith, exchange information relevant to the City's provision of Normal and Customary Services (including, but not limited to, city services data for relevant recent major events in the City showing (i) event service areas, (ii) service levels, (iii) delivery entities, (iv) delivery locations, (v) tourism/visitor numbers, (and (vi) rates charged by delivery entities) and use relevant data, including the costs of corresponding public services provided by the City for the City's fiscal years 2022, 2023, and 2024 (which such data shall be utilized for purposes of establishing an underlying historical trend in furtherance of projecting the Normal and Customary Services). The City shall provide such relevant information and data for: (I) its fiscal year 2022 upon execution of this Agreement, (2) its fiscal year 2023 by December 31, 2023, and (3) its fiscal year 2024 by December 31, 2024.

For purposes of this Section 7.1.1., the City's fiscal year shall be defined as the twelvemonth period beginning on October I and ending on September 30 of each respective year.

7.1.2 Notwithstanding 7.1, except in cases of articulable differences between the City and the City of Los Angeles ( e.g., services above normal and customary levels are performed by private entities or other differentiating circumstances) the Normal and Customary Services provided by the City (and at the City's cost and expense) shall be substantially similar to the normal and customary services - and processes for identifying such services - defined in the Games Agreement between the City of Los Angeles and the OCOG.

7.2 Enhanced City Resources Master Agreement. The City shall provide within each Games Footprint-and at the OCOG's cost and expense unless otherwise agreed between the Partiespublic services in support of a successful 2028 Games at levels and/or ranges above those applicable to the Normal and Customary Services (the "Enhanced City Resources"). The OCOG shall negotiate with the City in good faith (by and through the City Liaisons) to, by October 1, 2026, enter into one agreement, the Enhanced City Resources Master Agreement (the "ECRMA"), pursuant to which the City shall provide the Enhanced City Resources. The ECRMA shall include, among other things, terms establishing services, service levels, unit costs, rates, a prompt payment timeline that is mutually agreed upon by the Parties, invoicing, provisions for reimbursement to the City for Enhanced City Resources (subject to Section 7.3), escalation, audit rights (including as it relates to City labor agreements), and other schedule, process, and cost estimation considerations.

The rates set forth in the ECRMA will be adjusted to reflect the actual rates included in existing City labor agreements effective during the delivery of any Enhanced City Resources.

7.2.1 The City designates the City Manager as its administrator for the ECRMA and VSAs (as defined below) or any other agreement pertaining to the use of Enhanced City Resources between the City and OCOG. The City Manager shall coordinate City-wide administrative oversight, budgetary control, receipt of payments for Enhanced City Resources from the OCOG, reconciliation of costs and services, and any requests which may require further approval by the City.

7.2.2 For the avoidance of doubt, (i) the ECRMA (and, in turn, and as described in Section 7.4, the VSAs) shall set forth the specific Enhanced City Resources to be provided by the City, and (ii) subject to the terms of (x) City contracts in effect as of the effective date hereof and (y) any applicable law, statute, ordinance, regulation, or other applicable rule or order of a governmental authority (including ethical and conflict of interest guidelines and Games Agreement, Page 3

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Packet Pg. 712 Attachment: City of Inglewood Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) policies) ("Applicable Law"), nothing in this Games Agreement shall be construed so as to obligate the OCOG to utilize the City for the provision ofany given service in connection with the 2028 Games (other than the Normal and Customary Services), in each case of clauses (i) and (ii), for the further avoidance of doubt, without limiting Sections 7.1 and

7.1.l.
7 .3 Supplemental Matters re: ECRMA. The ECRMA shall include terms and processes with respect to (i) determining, in real-time, Enhanced City Resources required in response to mutually agreed upon categories of unplanned public health and safety incidents; (ii) Identified Venue (as defined in Section 7.4) access protocols; and (iii) other matters as may be mutually agreed to by the Parties (e.g., as and to the extent applicable, the City's provision of necessary public services to City residents via alternative mechanisms as a direct result of the occurrence of 2028 Games events in the Games Footprints).

7.4 Venue Services Agreements. The ECRMA shall include material terms and processes pursuant to which the City shall provide Enhanced City Resources at certain mutually identified venues or sites that will host 2028 Games and/or 2028 Games related events (the "Identified Venues"). The Parties shall, with respect to each Identified Venue, enter into an agreement that governs the specific provision of Enhanced City Resources and is consistent with the material terms and processes set forth in the ECRMA and elsewhere in this Section 7.4 ( each, a "VSA") by no later than October 1, 2027.

7.4.l Identification of Enhanced City Resources at Identified Venues. The VSAs will be negotiated by the Parties and executed based on mutual consent for each Identified Venue.

Each VSA will identify, among other things, (i) Enhanced City Resources to be provided by the City; (ii) to the extent not otherwise contained in the ECRMA, processes for estimating Enhanced City Resources expenses (e.g., rates and unit costs); (iii) access rights to the applicable Identified Venue; and (iv) the Games Footprint for the applicable Identified Venue. The OCOG shall coordinate the development of the VSAs with the City Manager (by and through its City Liaison(s)), who shall, in turn, ensure coordination with any relevant City department or planning body in order to facilitate City-wide administrative oversight, budgetary control, and any requests which may require further approval by the Mayor and Council.

7.4.2 Games Footprint. The Parties acknowledge and agree that the Enhanced City Resources to be provided under a given VSA shall be estimated based on a geographical footprint that (i) is deemed to be in effect for the periods of time that 2028 Games and/or 2028 Games related events are to occur at an Identified Venue and (ii) determines the physical boundaries of such Identified Venue with view to its specific geographic location, the events to be held at the applicable Identified Venue, and relevant characteristics of the community in which the Identified Venue is located (each such footprint, a "Games Footprint"). The Games Footprint of an Identified Venue shall be specifically defined within its VSA and established by the OCOG. The OCOG shall solicit input from the City regarding the boundaries of any Games Footprint within the City's geographical limits.

7.4.3 Early Planning for Enhanced City Resources and Venues. The Parties acknowledge and agree that planning for Enhanced City Resources and Identified Venues has begun prior to the execution of this Games Agreement and will continue through the execution of the ECRMA and VSAs.

Games Agreement, Page 4

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Packet Pg. 713 Attachment: City of Inglewood Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) 7 .5 Compensation.
7 .5. I Calculation of Compensation for Enhanced City Resources. The Parties agree that compensation for Enhanced City Resources will be calculated based on the unit and rate of a given Enhanced City Resource identified in the ECRMA and/or VSAs.

7.5.2 Recession Principle. The Parties acknowledge and agree that the OCOG's compensation to the City for Enhanced City Resources shall be used to supplement Normal and Customary Services. Accordingly, should the City, in its sole discretion, decide to decrease the level and/or range of Normal and Customary Services established pursuant to Section

7. I. I due to a financial recession or any other reason, the Parties acknowledge and agree that (i) the OCOG's obligation to compensate the City for the provision of public services hereunder shall remain limited to payment for public services provided at levels and/or ranges above those established pursuant to Section 7.1.1 and (ii) the City shall remain solely responsible for providing public services (x) at the levels and ranges established pursuant to Section 7.1.1 (at the City's cost and expense) and (y) at the levels and ranges above those established pursuant to Section 7. I. I and as set forth in the ECRMA and/or VSAs.

7.5.3 Capital Assets Rental Principle. The City acknowledges and agrees that the OCOG shall not be responsible for the City's purchase or rental of any capital assets (i.e., those assets other than people) that are needed to temporarily deliver Enhanced City Resources, unless the OCOG has provided prior written consent stating that the OCOG will be responsible.

7.5.4 Time-shifting of Public Services. The Parties acknowledge and agree that City public services that are time-shifted to support 2028 Games requirements but are not otherwise provided at levels above the Normal and Customary Services established pursuant to Section 7.1.1 (e.g., the timing of certain road repairs) will not be calculated as Enhanced City Resources.

7.5.5 Other Mandatory Fees. As provided in Section 7.1, the OCOG shall not be required to compensate the City for any costs, fees, charges, or expenses incurred by the City in connection with Normal and Customary Services. In addition, the OCOG shall not be required to compensate the City for any fee or cost included in calculating the costs of Enhanced City Resources in a VSA (and/or the ECRMA).

7.5 .6 Ordinary and Customary Prices. In accordance with Section 7 .5 .2 above, and notwithstanding anything to the contrary set forth in this Games Agreement, the Parties acknowledge and agree that, with respect to the provision of Enhanced City Resources and any other City service or support contemplated to be provided at a cost to (or otherwise paid by) the OCOG hereunder, the City shall charge the OCOG no more than the City's ordinary and customary prices (as such ordinary and customary prices are reasonably understood as of the date hereof, subject to commercially reasonable adjustments for inflation).

7.6 Payment Timing and Structure0 The OCOG and the City shall mutually agree on payment timing and structure terms within the ECRMA (as such terms may be further clarified in the VSAs) for any Enhanced City Resources provided prior to the 2028 Games or in support of the 2028 Games (or any other mutually agreed upon matter requiring payment by the OCOG thereunder). Without otherwise limiting this Section 7 .6, the Parties acknowledge and agree that such terms shall provide for a mutually agreed upon payment schedule that reflects a customary and reasonable relationship Games Agreement, Page 5

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Packet Pg. 714 Attachment: City of Inglewood Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) between pace of payment and the times at which Enhanced City Resources are delivered ( or the times at which any other mutually agreed upon matter requiring payment by the OCOG thereunder is undertaken).

Section 8. City Advertising Space.

8.1. The City hereby confirms that it is the owner, lessor, and/or licensor of certain out of home media units, including, without limitation, static or digital billboards, bulletins, street banners, posters, spectaculars, murals, street furniture, transit displays, or any other units available for advertising display (the "City Ad Space") located within those Games-related clean zones, defined as those geographically defined areas within a one (I) mile square perimeter of each of the Identified Venues, the exterior or interior of any City owned or controlled transportation system, and all major transportation corridors connecting or affording ingress and egress to and from the Identified Venues (the "Clean Zones"). The term "City Ad Space" refers only to the out of home media units in which the City has a direct financial interest and/or control, which constitutes less than the total number of out of home media units legally operating in the Clean Zones. The parties acknowledge that the City Ad Space is managed and/or operated by third-party media operators ("Media Operators"), and that, while the City receives economic benefit in connection with the utilization of the City Ad Space, the City lacks the power and authority to control advertising content, pricing, or availability with respect to City Ad Space.

8.2. Notwithstanding anything in this Agreement, the City covenants and agrees that it will not knowingly or intentionally permit the use of any of the City Ad Space by any direct competitor of any Games Sponsor (as defined in Section 20.5), or in any manner which constitutes Ambush Marketing (as defined in Section 20.5), claims a false or unauthorized association with the 2028 Games, or which infringes the California laws or laws of the United States of America that protect the imagery and marks of the OCOG, the IOC, the !PC, the USO PC, or the 2028 Games.

8.3. Following the Effective Date, to the extent permitted by law, if the City issues or renews any permit to develop or otherwise erect out of home advertising space (whether traditional, electronic, digital, or other medium) in any of the Clean Zones, which will be available for purchase during any portion of the Games Period, the City shall also promptly notify the OCOG of such space and the City shall facilitate all necessary introductions between the OCOG and the relevant Media Operator(s).

Section 9. Priority Room Block at New City Hotel Developments.

Following the Effective Date, if the City issues any incentives as part of any permit to develop any new hotel development within the City, the City understands and agrees that, to the extent permitted by law, it shall direct the relevant City departments to include as a community benefit in any hotel development incentive agreement an option for the OCOG to directly purchase up to Ninety Percent (90%) of the hotel's inventory for use by any Games-related stakeholders identified by the OCOG, during the period commencing June 21, 2028 and extending through and including August 31, 2028, which agreement shall be documented by way of an accommodations agreement between the developer and the OCOG on terms and conditions consistent with those finalized between the OCOG and other hotels of similar size and quality within the greater Los Angeles region (each an "Accommodations Agreement"). •
Section 10. Expedited Permitting and Zoning Processes.

The City agrees to use its best efforts to and to work in good faith with the OCOG and its applicable partners, including venue owners/operators, to expedite the review of all permitting and zoning Games Agreement, Page 6

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Packet Pg. 715 Attachment: City of Inglewood Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) needs for the Games. The City's point ofcontact for such permitting and zoning needs is the Mayor or the Mayor's designee.

Section 11. Admissions/Ticket Tax.

The City agrees to not subject the 2028 Games events to any future, additional and/or increased City admissions taxes, parking taxes or related taxes beyond those currently existing rates implemented in the Inglewood Municipal Code as of the date of execution of this Agreement or contained within relevant development agreements executed as of the date of this Agreement.

Section 12. Other Events.

The City hereby confirms and undertakes, to the maximum extent of its authority, that no major public or private event, conference, or other meeting which could have an impact on the successful planning, organizing, financing and staging of the Games or their public and media exposure, will take place within the City itself, or its neighborhoods, during the Games or during the preceding or following week, without the prior written approval of the IOC.

Section 13. Unauthorized Street Trading

13.1. The City confirms that appropriate legislation is in place in the City to control unauthorized street trading within the vicinity of Games venues. There are a number of street trading regulations in the City, including Municipal Code Chapter 8, Article 13, Section 8-163, which prohibits any person holding merchandise on sidewalks and streets without a permit from the Venue City; and Municipal Code Chapter 8, Article 13, Section 8-165, which prohibits sidewalk vending within a zone around a place of public assemblage beginning two hours before and ending two hours after each event.

13.2. The City shall ensure that laws and regulations in place in the City to control unauthorized street trading within the vicinity of the Games venue, including, but not limited to those delineated in Section 13 .1 ( or laws and regulations that are substantially similar in scope), shall remain in force through the conclusion of the Games.

13.3. The City shall undertake best efforts to enforce any and all laws and regulations in place to control unauthorized street trading within the vicinity of Games venues, including, but not limited to, those delineated in Section 13.1 (or laws and regulations that are substantially similar in scope).

13.4. To the extent additional efforts or measures are required within its jurisdiction, the City shall work with the OCOG for the 2028 Games to ensure protection of the IOC's rights and interests in relations to the 2028 Games.

Section 14. Unfair Business Practices Protection.

The City agrees that in cooperation with the City of Los Angeles, the OCOG and local, regional and national business, trade and service organizations, it will promote and encourage, to the extent permitted by law, the charging of ordinary and customary prices for goods and services associated within the 2028 Games within its territorial limits (including, but not limited to, hotel rates, restaurants and related services) for anyone attending the 2028 Games, including non-accredited spectators. Under California Business and Professions Code Section 17200, the City may have Games Agreement, Page 7

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Packet Pg. 716 Attachment: City of Inglewood Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) broad authority to protect spectators and participants from unfair business practices during the Games. With the assistance of the OCOG, the City shall undertake best efforts to publicize and cooperate in the enforcement of any and all applicable laws and regulations in order to protect spectators, participants, and the OCOG from unfair business practices up to and through the conclusion of the Games.

Section 15. Accessibility Standards.

The City guarantees, to the maximum extent of its authority, that the accessibility standards to be applied for the 2028 Games, including for the Paralympic Games, shall include the United States' Americans with Disabilities Act and Fair Housing Act and California's Fair Employment and Housing Act, Unruh Civil Rights Act, Disabled Persons Act and Ralph Civil Rights Act. The City will cooperate with the OCOG to ensure that accessibility will be fully integrated into the planning of the 2028 Games, including the Paralympic Games, taking place within its territorial limits.

Section 16. Transport and Traffic.

The City agrees (i) to work in good faith with the OCOG and 2028 Games Mobility Executives (i.e., the convening of City, regional and State transportation leaders). to help develop the 2028 Games Mobility and Transportation Plan; (ii) to comply with the 2028 Games Mobility and Transportation Plan; and (iii) that the operations of the City's transport and traffic command and control operations will be made available to support and will be integrated within the overall Games transport and traffic solution.

Section 17. Security.

Consistent with the U.S. Department of Homeland Security's commitment to designate the 2028 Games a National Special Security Event, the City guarantees and agrees to work in good faith with the California Olympic and Paralympic Public Safety Command, IOC, the U.S. Department of Homeland Security, and the OCOG to ensure a safe and peaceful celebration of the 2028 Games.

Section 18. Venne Constrnction and Infrastructure Development Projects.

The City agrees, to the maximum extent of its authority, that, in addition to applicable federal and state laws, all venue construction and infrastructure development projects necessary for the organization of the 2028 Games within its territorial limits will comply with local planning, construction, protection of the environment, health and safety, labor, and anti-corruption laws.

These include:
a) The Buildings Regulation Chapter of the Municipal Code (Chapter 11) (containing building codes);
b) The Planning and Zoning Chapter of the Municipal Code (Chapter 12) (containing planning laws);
c) The Environmental Commission Section of the Municipal Code - Boards and Commissions Article, Administrative Chapter (Chapter 2, Article 3, Section 2-82) ( containing environmental regulations); and
d) The Discrimination Prohibition Section of the Municipal Code - Civil Service Article, Administrative Chapter (Chapter 2, Article 2, Section 2-51) containing anti-discrimination Games Agreement, Page 8

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Packet Pg. 717 Attachment: City of Inglewood Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) protections).

In addition, the City agrees that in no event shall any construction or development work be conducted or authorized to be conducted by the City or its Representatives within the Games Footprint during the Games Period without the prior written consent of the OCOG, which shall not be unreasonably withheld; provided the foregoing shall not apply to necessary repairs that arise during the Games Period or requirements set forth by Applicable Laws. The OCOG shall endeavor to reduce the duration of the Games Period to the extent practicable in order to avoid any negative impact on construction and development work in the City.

Section 19. Venue Use Agreements

19.1. Inclusion in ECRMA0 Any Venue Use Agreement executed between the OCOG and the City shall be included as an attachment to the ECRMA.

Section 20. OCOG Exclusive Rights

20.1. Olympic Marks. No license or right to the use of any Olympic- or Paralympic-related symbols, emblems, marks, designations or terminology, including, but not limited to, (a) the words "Olympic" and "Olympiad" and "Paralympic"; (b) the symbol of the IOC, consisting of five interlocking rings, and/or (c) the symbol of the !PC, consisting of three Agitos (all Olympic or Paralympic symbols, emblems, marks, designations and terminology, collectively, the "Olympic Marks"), is granted to the City by this Agreement. In addition, the City shall refrain from creating and/or using any mark, symbols, emblems, designation or terminology that is confusingly similar to any of the Olympic Marks. The City hereby expressly acknowledges and agrees that any use of Olympic Marks in the United States is restricted by Title 36, United States Code, Section 220506, and may be used only with the prior written permission of the USOPC, the IOC, the !PC, or any of their respective Affiliates, as applicable; provided that (i) nothing contained herein shall prevent the City from negotiating or entering into separate agreements with the USO PC, the IOC, the !PC, or any of their respective Affiliates, as applicable, for the use of any Olympic Mark nor restrict the City's use of any Olympic Mark pursuant to any such separate agreements, and (ii) if permitted by the USOPC, the IOC, the !PC, or any of their respective Affiliates, as applicable, OCOG will provide the City with an approved designation and/or terminology and, if necessary, a limited license or sublicense to use certain Olympic Marks for the purpose of enabling the City to identify the City as one of the venue cities for the Games. For purposes of this Agreement "Affiliate" means with respect to a Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such initial Person. "Person" means any individual, partnership, firm, limited liability company, corporation, association, trust, unincorporated organization, governmental authority or other legal entity of any kind.

20.2. OCOG Marks. No license or right to any present or future trademark, service mark, copyrighted work or other intellectual property, including any logo, sport pictograms and/or mascot of OCOG, the USOPP, and the USOPC (all trademarks, service marks, copyrighted works and other intellectual property of OCOG, the USOPP, and the USO PC, collectively, the "OCOG Marks") is granted to the City by this Agreement. The City expressly acknowledges and agrees that OCOG Marks are or will be protected by state and federal trademark, copyright, unfair competition and other Applicable Laws, and may be used only with the prior written permission ofOCOG pursuant to a separate agreement between the Parties.

20.3. Commercial Identification Prohibitions. In no event shall the City have any right to grant, and the Games Agreement, Page 9

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Packet Pg. 718 Attachment: City of Inglewood Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) City hereby represents, warrants and covenants that it ( or any Representative) has not entered into and will not enter into any agreement, understanding or arrangement that grants or purports to grant, any commercial sponsorship, affiliation or other identification rights of any kind or description with respect to the Games, the Olympic Parties, this Agreement or any of the services or uses contemplated hereunder to any supplier of goods or services or to any other Person, without the prior written consent of OCOG. The City shall not make, and shall not permit any of its Representatives to make, any commercial use of the City's relationship with OCOG or the Games (whether prior to, during or after the Games Period) without the prior written consent of OCOG, including by:
a) referring to the Games, any of the Olympic Parties, this Agreement or any of the services or uses contemplated hereunder in any sales literature, letters, B2B industry materials, client lists, pitch materials, press releases, website, social media, apps, brochures or other written materials, except as may be necessary to perform the City's obligations under this Agreement; or
b) using or allowing the use of any Olympic Mark, any OCOG Mark or any other service mark, trademark or trade name that is now or may be hereafter associated with, owned by or licensed by any of the Olympic Parties, in connection with any service or product; or c) contracting with or receiving money or anything of value from any Persons to facilitate such Persons obtaining any type of commercial identification, advertising or visibility in connection with the Games.

For purposes of this Agreement, "Representatives" means, with respect to any Person, such Person's Affiliates, directors, trustees, officers, employees, volunteers, contractors, subcontractors, vendors and other agents, sponsors, advisors, consultants and representatives (including, solely with respect to the OCOG, the IOC, the IPC, the USO PC and any other Olympic Parties and their respective Representatives).
"Olympic Parties" means the OCOG, the IOC, the !PC, the USOPC, USOPP, other host city organizing committees, their Affiliates, and the entities or companies now existing or to be created, owned or controlled ( directly or indirectly) by the foregoing entities, including, The Olympic Foundation for Culture and Heritage, IOC Television & Marketing Services S.A., Olympic Channel Services S.A., Olympic Channel Services S.L., and Olympic Broadcasting Services S.A.

20.4. License of City's Likeness, City Logos, Names and Marks. For the purposes of: (a) broadcasting, telecasting or otherwise distributing any depiction of the Games, the Test Event(s) and the Special Event(s) through any materials or media platforms operated directly or indirectly by the Olympic Parties, their affiliates, or any third parties such as broadcasters, social media networks, International Federation of Relevant Sport, NOCs, and other partners, (b) identifying the location of the Games, the Test Event(s) and the Special Event(s), (c) providing map and way-finding information, (d) planning, developing, advertising, promoting, supporting, organizing, hosting, staging or otherwise implementing the Games, Test Event(s), and Special Event(s) (including, without limitation, through marketing materials, advertising, brochures, pamphlets, magazines, websites, videos, shows, episodes, social media, audiovisual presentations, or billboards), (e) promoting and creating educational materials regarding the Games, Test Event(s), and Special Event(s), generally, (f) making any presentations (in any format) to other Olympic Parties or any International Federation of Relevant Sport or National Governing Body of Sport, and (g) any other commercial or non-commercial purpose in connection with the Games, the City hereby grants to OCOG and the other Olympic Parties, and their successors and assigns, a perpetual, royalty-free, Games Agreement, Page 10

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Packet Pg. 719 Attachment: City of Inglewood Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) worldwide, non-exclusive and irrevocable right and license (including sub-license rights and without any restriction of time or territory):
a) to use, distribute and exploit any name, image, likeness, drawing, replica, model, rendering, photograph or other visual, auditory, or symbolic representative reproduction ( each, a"~ Likeness") of the City, or any portion thereof, in any medium, format, or technology, whether now existing or hereafter created, for any lawful purpose in connection with the Games, all of which may be used, reused, edited, translated, combined, modified, presented, displayed, reproduced, made the subject of derivative works, adapted, broadcasted, published, republished, posted, transmitted and distributed, publicly or otherwise, for use in connection with the Games, in the Olympic Parties' sole discretion (with the Olympic Parties having no obligation to actually use any City Likeness in any way);
b) to use any and all of a City's symbols, emblems, marks, logos, trademarks and service marks, or any part thereof, including the name of the City (the "City Marks"), in any medium, whether now known or hereafter created; and
c) to (i) use, reuse, edit, translate, combine, modify, present, make the subject of derivative works, reproduce, adapt, broadcast, publish, republish, post, transmit, distribute and publicly display any and all video or photographic work(s) that feature orotherwise include any City Likeness that the City or any of its Representatives may provide or otherwise make available to the Olympic Parties from time to time ( collectively, "Provided Works"), including, without limitation, in connection with any public or private promotional campaign related to the Games, in print, marketing materials, advertising, brochures, pamphlets, magazines, websites, videos, shows, episodes, social media, audiovisual presentations, or billboards, and by any other means or medium, whether now known or hereafter created; and/or (ii) to couple the Provided Works with other materials and/or content prepared by or on behalf of the Olympic Parties and to crop or retitle them as any Olympic Party deems appropriate, in its sole discretion. The City represents and warrants to the Olympic Parties that the City owns the entire copyright to each of the Provided Works.

For the avoidance of doubt, "Test Event(s)" means an event scheduled or conducted by the OCOG, venue owner and/or other Representatives or Persons designated by the OCOG, in its sole discretion, to test the technical and operational systems of an Identified Venue, the use of an Identified Venue for the Games events, or perform certain other readiness activities. "Special Event(s)" means an event held in connection with the Games ( e.g., concerts and ceremonies and other live events), including those that are anticipated to occur at any Identified Venue.

20.5. Prevention of Ambush Marketing and Other Infringing Activities. a) In addition, the City shall (i) cooperate with OCOG to prevent Ambush Marketing within the City, and any adjacent land owned, operated or controlled by the City or any of its Affiliates, in each case, at any time during the Exclusive Use Period (and any Test Event), (ii) immediately notify OCOG should the City become aware of any such Ambush Marketing, and (iii) use good faith efforts to take appropriate measures as are necessary to protect the commercial sponsors of the IOC, !PC, USOPC, and/or OCOG's ("Games Sponsors") rights from any Ambush Marketing.
b) OCOG shall have th_e right to take appropriate legal action against any Person that engages Games Agreement, Page 11

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Packet Pg. 720 Attachment: City of Inglewood Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) in Ambush Marketing, and the City hereby agrees to use its best efforts to cooperate with OCOG (and take such reasonable actions as may be requested by OCOG in pursuing such legal action. Any measures, steps or actions taken by the City under this Section 20.5 (Prevention of Ambush Marketing and Other Infringing Activities) at the request ofOCOG shall be at OCOG's sole cost and expense (unless the activities set forth above are due to the actions or omissions of the City or any of its Representatives). c) "Ambush Marketing" means any or all of the following:

I. any non-Games partner/sponsor company's use of creative means or efforts to generate any false association with the Games and Olympic Parties, whether through the use of protected Olympic Marks or not;

2. any non-Games partner/sponsor company's infringement of any Applicable Law, rule or regulation that protects the use of the Olympic Marks and other Olympic and Paralympic imagery and indicia; and

3. any other action or activity of any non-Games partner/sponsor company that intentionally or unintentionally interferes with, undermines, encroaches, comprises, curtails, infringes or ambushes, the legitimate marketing activities and rights of the Games Sponsors.

20.6. City Beautification and Branding. Notwithstanding the foregoing, in the months leading up to and during the Games, the City, at the City's sole cost and expense, may implement the OCOG crosscity branding plan ("OCOG Branding Plan") in and around the City on property and inventory controlled by the City. The OCOG Branding Plan shall be developed by OCOG in its sole discretion and communicated to the City with reasonable advance notice. The OCOG Branding Plan may include, but shall not be limited to, production and display of banners, bus wraps, billboards, and other signage identifying and celebrating OCOG and the Games.

Section 21. Risk Management

21.1. Insurance. The parties acknowledge that the OCOG does and will obtain and maintain, at its own cost, insurance policies to cover its own liabilities and obligations, in accordance with prudent commercial best practices, taking into account the experience of past Games. The Parties acknowledge that the City, on behalfofitselfand its departments and agencies, does and will obtain and maintain, at its own cost, insurance policies to cover its own liabilities and obligations through a municipal risk pool. For the avoidance of doubt, the Parties' respective insurance obligations may be modified pursuant to the subsidiary agreements contemplated herein, including but not limited to the ECRMA, as applicable to the services or other performance obligations set forth thereunder. Further for the avoidance of doubt, and notwithstanding anything to the contrary contained in this Section 21, with respect to any activity conducted by or on behalf of the OCOG in the City, which would otherwise require a City permit with specific insurance coverages and conditions as a normal and customary condition of such City permit ( e.g., special events permit), the Parties acknowledge that, subject to Section 7 herein, and in accordance with Section 32 herein, the OCOG shall be responsible for its compliance with such permit conditions, unless and until the parties agree otherwise (i) pursuant to Section 10 herein (Expedited Permitting and Zoning Processes), and/or (ii) in accordance with the terms of the ECRMA, or other applicable subsidiary agreement contemplated herein.

Games Agreement, Page 12

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Packet Pg. 721 Attachment: City of Inglewood Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) Section 22. Event of Default

22.1. City Event of Default. The occurrence of any of the following events shall constitute an event of default of the City for purposes of this Agreement (each, a "City Event of Default"):

22.1.1 any failure by the City to perform any of its obligations under this Agreement ( except those referenced in Section 22.1.2 below for which the provisions thereof shall apply) where such failure continues for more than thirty (30) days after OCOG's written notice thereof to the City; provided that if the nature of the default is such that it cannot be reasonably cured within such thirty (30) day period, the City shall not be deemed to be in default if it timely commences cure within such thirty (3 0) day period and diligently proceeds to cure such default within a reasonable time period acceptable to OCOG after receipt of OCOG's written notice; or

22.1.2 any failure by the City to perform any of its obligations under Section 26.1 (Sustainability and Social Responsibility) or Section 20 (OCOG's Exclusive Rights) where such failure continues for more than three (3) Business Days after OCOG's written notice thereof to the City. "Business Days" means any day except any Saturday, Sunday, alternating Fridays in which City Hall is closed, or legal holiday observed in the State of California or by the City.

22.2. OCOG's Remedies. Upon the occurrence of any City Event of Default, OCOG shall have the option to pursue any of the following remedies:
a) OCOG shall have the right, but not the obligation, to perfonn any obligation of the City, hereunder, and the City shall promptly reimburse OCOG for all costs and expenses incurred by OCOG or its representatives in connection with the perfonnance of any obligation that was otherwise the financial obligation of the City to provide (e.g., the delivery of Nonna! and Customary Services); provided that OCOG may, at OCOG's option, elect to offset such cost and expenses against any amounts that would otherwise be payable to the City under this Agreement;
b) OCOG shall have the right upon written notice to the City to terminate this Agreement in accordance with Section 25.1 (OCOG's Termination Right) for any City Event of Default under its obligations in Sections 7, 8, IO, 11, 12, 13, 14, 15, 16, 17, 18, 20, 21, 23, 24, 26, 27, 29, 32, 33, 42, and 43; or
c) OCOG shall at all times have the rights and remedies (in addition to those rights and remedies available under this Section, at law, in equity or pursuant to another provision of this Agreement), to seek declaratory, injunctive or other equitable relief, and specifically enforce this Agreement.

22.3. City Event of Default during Exclusive Use Period. City acknowledges and agrees that the organization and staging of the Games is a time-critical event, for which numerous decisions must be made and implemented immediately. Therefore, notwithstanding anything to the contrary contained in this Section 22.3 (City Event of Default) or any other provision of this Agreement, City acknowledges and agrees that upon the occurrence of any City Event of Default within sixty (60) days prior to, or at any time during, the Exclusive Use Period, OCOG shall have the immediate right, but not the obligation, to cure such City Event of Default and to take any and all actions as OCOG deems necessary or appropriate to enable fulfillment of the defaulted obligation hereunder and/or satisfaction of the IOC Requirements. OCOG shall use commercially reasonable efforts to Games Agreement, Page 13

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Packet Pg. 722 Attachment: City of Inglewood Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) notify City of such City Event of Default and the intended curative actions, but failure to deliver such notice shall not prevent the taking of any such curative action. City agrees to reimburse OCOG promptly for all costs and expenses incurred by OCOG or its representatives in connection with such curative actions; provided that OCOG may, at OCOG's option, elect to offset such cost and expenses against any amounts that would otherwise be payable to City under this Agreement.

22.4. OCOG Event of Default. The occurrence of any of the following events shall constitute an event of default of the OCOG for purposes of this Agreement (each, an "OCOG Event of Default"):

22.4.1. any failure by the OCOG to perform any of its material obligations under this Agreement where such failure continues for more than thirty (30) days after City's written notice thereof to the OCOG; provided that if the nature of the default is such that it cannot be reasonably cured within such thirty (30) day period, the OCOG shall not be deemed to be in default if it timely commences cure within such thirty (30) day period and diligently proceeds to cure such default within a reasonable time period acceptable to the City after receipt of City's written notice.

22.5. City's Remedies. Upon the occurrence of any OCOG Event of Default, City shall have the option to pursue the following remedies:
a) City shall at all times have the rights and remedies (in addition to those rights and remedies available under this Section, at law, in equity or pursuant to another provision of this Agreement), to seek declaratory, injunctive or other equitable relief, and specifically enforce this Agreement.

22.6. Cumulative Rights. For avoidance of doubt and further to Section 48 (Cumulative Rights) below, the rights and remedies of the Parties under this Section 22 are not exclusive, but rather shall be cumulative and in addition to any and all other remedies available to the Parties, whether under this Agreement, in equity or at law, and may be pursued successively or concurrently as each Party may elect, without any notice or demand whatsoever. The exercise of any remedy by a Party shall not be deemed an election of remedies or preclude that Party from exercising any other remedies in the future.

Section 23. Dispnte Resolution.

23.1. Amicable Settlement. Both Parties shall undertake to reach an amicable settlement in cases of any dispute arising out of this Games Agreement ("Dispute"). If an amicable settlement cannot be reached, the OCOG and the relevant City Department shall schedule a meeting of their representatives in a good faith attempt to resolve the issues in Dispute. The meeting shall allow for a detailed presentation of each Party's views on the issues and potential solutions to the Dispute. If possible, the meeting should result in an agreed upon course of action to resolve the Dispute. !fan amicable resolution cannot be obtained after the initial meeting, then the matter shall be escalated, with attempted resolution sought between the relevant City General Manager, and the equivalent OCOG supervisor. If, after conferring, no resolution is obtained, then the matter shall be resolved in a manner consistent with Sections 23.2 and 23.3 below. Notwithstanding the foregoing, the Parties agree that for any Dispute arising between the Parties, the place of arbitration shall be the City of Los Angeles, State of California. Both Parties shall continue to perform any obligations under this Games Agreement during any Dispute.

23.2. Dispute Resolution and Waiver of Jury Trial.

Games Agreement, Page 14

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Packet Pg. 723 Attachment: City of Inglewood Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session)

23.3.1 Dispute Resolution. Any dispute involving breach (or alleged breach) of, or controversy or claim arising out of or relating to, this Agreement (including the interpretation or invalidity of any of its terms) or fraud of the Parties hereto (any of the foregoing, a "Dispute"), will be resolved in accordance with the procedures specified in Exhibit C (Dispute Resolution) attached hereto, which will be the sole and exclusive procedure for the resolution of any such Dispute, except that a Party, without prejudice to such procedures, may file a complaint to seek preliminary injunctive or other provisional judicial relief if such Party determines, in its sole discretion, that such action is necessary to avoid irreparable damage or to preserve the status quo, provided that the Parties will continue to participate in good faith in the procedures specified in Exhibit C (Dispute Resolution) attached hereto; and provided further that nothing in this Section 23 .2 (Dispute Resolution) shall be construed to limit or restrict a Party's rights under Section 50.2 (Specific Performance) hereof. Other than OCOG Indemnified Parties and the City Indemnified Parties, no person or entity who is not a party to this Agreement shall be bound by this Section 23.2.1 (Dispute Resolution).

23.3.2 Waiver of Jury Trial. Each of the Parties hereto knowingly, voluntarily, and intentionally waives any and all rights to a trial by jury in respect of any Causes of Action ( as defined below) based hereon, or arising out of, under, or in connection with, this Agreement or any of the transactions contemplated hereby. Each of the Parties hereto acknowledges and agrees that it has received full and sufficient consideration for this Section 23.2.2 (Waiver of Jury Trial), which is a material inducement for the other Party entering into this Agreement.

23.3. Injunctive Relief. The City acknowledges that Olympic- and Paralympic-related marks (including designation(s), logo(s) and any other Olympic- and Paralympic-related intellectual property) possess special, unique and extraordinary characteristics that may make difficult the assessment of monetary damages that would be sustained as a result of the of the City's unauthorized use or misappropriation thereof. The City recognizes that irreparable injury would be suffered by the OCOG and/or the IOC in the event of the City's unauthorized use or misappropriation ofOlympicor Paralympic-related marks, and therefore agrees that, notwithstanding the OCOG's and IOC's rights to exercise any available remedy, in such event the OCOG and/or IOC shall have the right to obtain from any court of competent jurisdiction, injunctive and other equitable relief as appropriate. If the OCOG and/or IOC seeks injunctive or other equitable relief in the event of a breach or threatened breach of this Agreement by the City involving unauthorized use ofOlympicor Paralympic-related marks (including the designation(s), logo(s) and any other Olympic- and Paralympic-related intellectual property), the City shall not allege in any such proceeding that the OCOG's and/or IOC's remedy at law is inadequate. If the OCOG and/or IOC seeks any equitable remedies (including injunctive relief), it shall not be precluded or prevented from seeking remedies at law, nor shall the OCOG and/or IOC be deemed to have made an election of remedies.

23.4. The City hereby expressly waives the application of any legal provision under which the City may claim immunity against any lawsuit, arbitration, or other legal or equitable action regarding any obligation(s) defined in Sections 7, 8, 10, 11, 12, 13, 14, 15, 16, 17, 18, 20, 21, 23, 24, 26, 27, 29, 32, 33, 41, and 42 of this Agreement or arising in tort involving any of the OCOG Indemnified Parties (as defined below in Section 24.2). Such waiver shall apply not only to the jurisdiction but also to the recognition and enforcement of any judgment, decision, or arbitral award.

Section 24. Indemnification

24.1. Indemnities by the City. The City shall indemnify and hold harmless the OCOG, the other Olympic Parties, the City of LA, the State of California, and each of their respective Representatives Games Agreement, Page 15

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Packet Pg. 724 Attachment: City of Inglewood Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) ( collectively, the "OCOG Indemnified Parties") from and against any and all Indemnifiable Claims incurred by any OCOG Indemnified Party in connection with, arising out of, or resulting from (a) any grossly negligent act or omission or willful misconduct by City Indemnified Parties in connection with this Agreement, (b) any breach of any of the City's representations, warranties or covenants under this Agreement, (c) any defect in, or dangerous condition involving, the structure, design or layout of the public services, or (d) any claim that relates to the performance ofany public services by the City or its Representatives; provided that the foregoing indemnification provisions shall not apply to the extent that any Indemnifiable Claim arises out of or results from any grossly negligent act or omission of willful misconduct ofOCOG or any of its Representatives. The City's duty under this provision shall include an obligation by the City to pay any and all expenses (including reasonable outside attorneys' fees and other costs of investigation and defense) reasonably incurred by the OCOG Indemnified Parties with respect to any and all Indemnifiable Claims. The indemnification obligations of the City under this Section 24.1 (Indemnities by City) shall survive any expiration or earlier termination of this Agreement.

24.2. Indemnities by the OCOG. The OCOG shall indemnify and hold harmless the City and each of its respective Representatives (collectively, the "City Indemnified Parties") from and against any and all Indemnifiable Claims incurred by the City Indemnified Parties in connection with, arising out of, or resulting from (a) any grossly negligent act or omission or willful conduct by OCOG Indemnified Parties in connection with this Agreement, or (b) any breach of the OCOG's representations, warranties or covenants under this Agreement; provided that the foregoing indemnification provisions shall not apply to the extent that any Indemnifiable Claim arises out of or results from any grossly negligent act or omission of City or any of its Representatives. The OCOG's duty under this provision shall include an obligation by the OCOG to pay any and all expenses (including reasonable attorneys' fees and other costs of investigation and defense) reasonably incurred by the City Indemnified Parties with respect to any and all Indemnifiable Claims. The indemnification obligations of the OCOG under this Section 24.2 (Indemnities by the OCOG) shall survive any expiration or earlier termination of this Agreement.

24.3. Duty to Mitigate. Any Person that has incurred Indemnifiable Claims that are subject to the indemnification obligations of Sections 24.1 or 24.2 shall take all commercially reasonable steps to mitigate damages in respect of such Indemnifiable Claims in any manner that it deems reasonably appropriate, and the costs of such defense shall constitute Indemnifiable Claims.

Section 25. Termination

25.1. OCOG's Termination Right. This Agreement may be terminated by OCOG by providing at least thirty (30) days' prior written notice to the City pursuant to the terms of Section 22.2 (OCOG's Remedies) and Section 40 (IOC Approvals).

25.2. City's Termination Right. This Agreement may be terminated by the City by providing at least thirty (30) days' prior written notice to the OCOG pursuant to the terms of Section 22.5 (City's Remedies).

25.3. Effect of Termination. From and after any termination of this Agreement in accordance with its terms, all rights, covenants and obligations of performance by the Parties ( except for those rights and obligations that are expressly stated to survive termination, including those contained in Sections 24.1 (Indemnities by City), 24.2 (Indemnities by OCOG), 33 (Confidentiality), and Exhibit C (Dispute Resolution)) shall immediately terminate; provided that no termination of this Agreement shall alter any of the claims of either Party for any breach of this Agreement occurring prior to such termination, and the obligations of the Parties with respect to such breaches (including Games Agreement, Page 16

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Packet Pg. 725 Attachment: City of Inglewood Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) those giving rise to such termination) shall survive such termination. Except as expressly set forth herein, neither Party shall be obligated to pay the other any cost, fee, premium or penalty as a result of any termination of this Agreement.

Section 26. General Provisions.

26.1. Sustainability and Social Responsibility.

26.1.1 The City hereby acknowledges that it is the goal of OCOG, the IOC, and the IPC to encourage and support a responsible concern for environmental issues, to promote sustainable development and operation in sport and to require that the Games be conducted in a manner consistent with these values. To that end, the City agrees to cooperate with, and to cause all of the City's Representatives to cooperate with, OCOG in its efforts to achieve the foregoing values, including by (i) engaging in reasonable efforts to reduce waste, increase energy efficiency, minimize pollution, and conserve water and other resources, and (ii) any other reasonable sustainable sourcing guidelines, energy policies or environmental policies, including OCOG's Impact & Sustainability Policy and Plan, communicated by OCOG until expiration or earlier termination of this Agreement. The City shall also reasonably cooperate with OCOG in reporting any data or other metrics related to its sustainability measures to OCOG for OCOG' s internal research, recordkeeping and public reporting purposes.

26.1.2 OCOG is committed to delivering an inclusive and socially responsible Games experience for all athletes, fans, partners, and the surrounding community. The OCOG prioritizes diversity and inclusion in the conduct of its business at all levels of its organization and also enforces a policy of zero-tolerance for harassment, discrimination, or racism. To that end, the City agrees to comply with all Applicable Laws prohibiting discrimination and harassment in the workplace and the conduct of its business and to engage in reasonable efforts to adopt similar policies of inclusion, anti-racism and human rights as those embraced by OCOG.

26.1.3 In its performance of this Agreement, the City shall not, and shall use its best efforts to cause its Representatives and Personnel not to, (a) discriminate or permit discrimination against any Person because of race, creed, color, religion, national origin, gender, age, military status, sexual orientation, marital status or physical or mental disability; or (b) refuse to hire or promote, or discharge or demote, or discriminate in matters of compensation against any Person otherwise qualified, solely because of that Person's race, creed, color, religion, national origin, gender, age, military status, sexual orientation, marital status or physical or mental disability.

Section 27. Postponement or Cancellation of the Games.

27. l. Postponement or Cancellation of the Games. Notwithstanding anything to the contrary herein, in the event the Games are rescheduled, postponed, cancelled, or relocated outside of the City of LA, or any venue in the City oflnglewood is removed from the OCOG's Venue Plan due to a decision by OCOG, the IOC, the IPC, and the USOPC, OCOG shall provide prompt written notice thereof to the City. Upon the City's receipt of such notice that the Games have been rescheduled or postponed to a new date occurring on or prior to December 31, 2029 (the "Adjusted Games Dates"), the Parties shall: (a) proportionately adjust the dates of performance and any other terms and conditions of this Agreement to align with the Adjusted Games Dates; and (b) engage in best efforts Games Agreement, Page 17

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Packet Pg. 726 Attachment: City of Inglewood Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) to mitigate any associated harm to OCOG, the City, the City of LA and the State of California, to the extent reasonably possible, including by taking reasonable corrective measures.

Notwithstanding the foregoing, in the event that the Adjusted Games Dates cover at least part of the former Games Period, the guarantee previously provided by the City for that part of the former Games Period shall nevertheless be upheld by the City, unless otherwise excused in writing by OCOG. The Parties shall document all revised terms for the Adjusted Games Dates by way of written amendment to this Agreement pursuant to Section 36 (Amendment), and this Agreement, as amended, shall continue in full and force effect to apply to the Adjusted Games Dates. In the event that the Games are postponed until after January I, 2030, cancelled in their entirety or relocated outside of the City of LA, OCOG shall provide prompt written notice thereof to the City, and this Agreement shall be terminated without penalty as of the date of notice, without further liability to either Party, except OCOG shall receive a refund of all monies paid in advance for any benefits not received due to such termination. In the event OCOG cancels the 2028 Games without cause (e.g., for reasons other than force majeure, frustration, or impossibility), the City shall receive reimbursement for any unavoidable costs incurred for the rental of capital assets that had been secured with OCOG's prior written approval, up to the levels agreed upon by the Parties.

Notwithstanding the foregoing, the City is not relieved of its reasonable duty to mitigate incurred costs and damages as a result of any rescheduling, postponement, cancellation, or relocation of the Games.

Section 28. Cooperation; Further Assurances. The Parties acknowledge that the success of the Games requires cooperation of the Parties at all times and that each Party shall use its best efforts to keep the other fully informed in a timely manner as to the progress of their plans and activities, any particular difficulties and issues encountered by them, any changes in plans and any other information that might affect the obligations of the other Party under this Agreement. Each Party agrees to, with reasonable diligence, do all such things, provide all such assurances and assistance and execute and deliver such other documents or instruments as may be reasonably required to give effect to the terms and purpose of this Agreement and to carry out its provisions.

Section 29. Authority of City. The City hereby represents, warrants and covenants to OCOG that, as of the Effective Date and at all times during the term of this Agreement: (a) it has and will continue to have all necessary power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution of this Agreement by it and the performance by it of its obligations hereunder have been duly authorized by all necessary action; (c) any governmental or third party consents or approvals necessary for the due and valid execution, delivery and performance by the City of this Agreement have been obtained and are and will continue to be in full force and effect; (d) this Agreement has been duly executed and delivered by the City and is and will continue to be a valid and binding obligation of the City, enforceable against it in accordance with its terms, subject to bankruptcy and similar laws of general application relating to or affecting creditors' rights and to general equity principles; and (f) the execution, delivery and performance of this Agreement will not result in the breach of or default under ( or with notice or passage of time would constitute a breach of or default under) any agreement, understanding or contract with any Person.

Section 30. Notices. All notices, requests, consents and demands shall be given to or made upon the Parties at their respective addresses set forth on Exhibit A (Notice Information), or at such other address as either Party may designate in writing delivered to the other Party in accordance with this Section 30 (Notices). Unless otherwise agreed in this Agreement, all notices, requests, consents and demands shall be given or made by personal delivery, by confirmed air courier, by electronic mail, or by certified first-class mail, return receipt requested, postage prepaid, to the Party addressed as aforesaid. If sent by confirmed air courier, such notice shall be deemed to be given upon the earlier to occur of (a) the date upon which it is actually received by the addressee and (b) Games Agreement, Page 18

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Packet Pg. 727 Attachment: City of Inglewood Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) the business day upon which delivery is made at such address as confirmed by the air courier ( or if the date of such confirmed delivery is not a business day, the next succeeding business day). If mailed, such notice shall be deemed to be given upon the earlier to occur of(x) the date upon which it is actually received by the addressee and (y) the second business day following the date upon which it is deposited in a first-class postage-prepaid envelope in the United States mail addressed as aforesaid. If given by electronic mail, such notice shall be deemed to be given upon the date it is delivered to the addressee by electronic mail, regardless of whether any subsequent copy is sent or received.

Section 31. Relationship of Parties. Each of OCOG and the City shall be solely responsible for its own duties and obligations under this Agreement and shall be deemed to be an independent contractor contracting at arms' length with the other Party. Neither the City nor OCOG shall be deemed to have guaranteed performance by, or to be jointly liable, for the obligations of the other Party under this Agreement or otherwise ( except as and to the extent expressly agreed by both Parties in a separate writing). Nothing contained in this Agreement shall (a) be deemed to create any agency, partnership or other similar relationship between the Parties; and (b) authorize or permit either Party to represent or otherwise hold out itself or any of its Representatives to be an agent, employee or partner of the other Party.

31.1. No Obligations for Unrelated Parties. It is expressly understood and agreed by the City that:

31.1.1 None of the City of Los Angeles, the State of California, the roe, the rPC, the USO PC, the USOPP or any of their respective Representatives, nor any Representative of OCOG (all of the foregoing, collectively, "Unrelated Parties") shall incur any financial responsibility or liability of any kind or nature whatsoever in connection with or arising out of this Agreement or any subsequent agreement between the Parties relating to the subject matter hereof;

31.1.2 Without limiting the foregoing, neither OCOG nor the City shall be deemed to be an agency, instrumentality, joint venture, or agent of any Unrelated Party; and

31.1.3 The City, for itself and its successors and assigns, hereby irrevocably waives and releases, and hereby agrees and covenants to refrain from bringing or causing to be brought, any claims, demands, action, suits or other proceedings, whether at law or in equity, or whether before a court, arbitration panel, agency board or other body, against any Unrelated Party on account of any and all rights, demands, damages, claims, actions, causes of action, duties or breaches of duty, known or unknown, existing, pending, accrued or unaccrued ( each, a "Cause of Action"), that the City has, claims to have or may have against any Unrelated Party, to the extent any such Cause of Action arises from or relates to this Agreement.

31.1.4 The City acknowledges and agrees that it has no right of recovery of any kind against the USOPC, the USO PP, and the roe or any of their Representative under this Agreement, and that the sole and exclusive recourse or remedy by the City for any Cause of Action under this Agreement shall be against the assets ofOCOG only. The USO PC, the USO PP, and the roe shall be a third-party beneficiary of this Section 31 with full rights of enforcement thereof.

31.1.5 The provisions of the Section 31.1 (No Obligations for Unrelated Parties) shall survive any expiration or earlier termination of this Agreement.

Games Agreement, Page 19

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Packet Pg. 728 Attachment: City of Inglewood Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) Section 32. Compliance with Laws. During the term of this Agreement, the City and OCOG shall each comply with, and shall each cause their respective Representatives to comply with, all applicable laws, including all federal, state, local and municipal laws, statutes, ordinances, orders, decrees, regulations, permits, guidance documents, policies and other requirements of Governmental Authorities, including but not limited to, Environmental Laws and any laws regarding health and safety, labor and employment, wage and hours and licensing laws which affect employees (collectively, "Applicable Laws"), in each case, to the extent relating to this Agreement.

The City and OCOG hereby agree to promptly disclose in writing to the other Party any information obtained by the City or OCOG, as applicable, relating to any actual, potential or alleged noncompliance by the City or OCOG, as applicable, or any of its Representatives, with any Applicable Law.

Section 33. Confidentiality. While recognizing that documents provided to the City are generally public documents subject to Public Records Act requests, OCOG may on its own initiative and its own expense seek recourse of the courts to prevent the release of documents or information that it deems confidential and not subject to public disclosure. Without limiting the foregoing, (i) the City shall not discuss the terms of this Agreement or the planned use of the City's venues for the Games with any member of the media without the prior written consent of OCOG, and (ii) neither party shall issue any press release or make any other public statement concerning the terms of this Agreement without the prior written consent of the other party; provided that nothing in this Section 33 (Confidentiality) shall be deemed to prevent OCOG from making any statement regarding its intended use of the City's venues as part of the Games; and provided, further, that nothing in this Section 33 (Confidentiality) shall restrict the City in its capacity as a Governmental Authority, including in connection with any public hearings, meetings, testimony, or written or oral reports necessary for the approval or administration of this Agreement. The provisions of this Section 33 (Confidentiality) shall survive any termination of this Agreement for a period of five (5) years.

Section 34. Retention of Records and Inspection. The Parties shall maintain all records, including records of financial transactions, pertaining to the performance of this Agreement, in accordance with its normal and customary business practices; provided, however, these records shall be retained during the term of this Agreement and for a period of three (3) years following the Expiration Date ( or with respect to OCOG, until such time as OCOG is dissolved) ("Record Retention Period"). Said records shall be subject to examination and audit by authorized Representatives of the Parties during the Record Retention Period upon reasonable prior notice to the other Party. The provisions of this Section 34 (Retention of Records and Inspection) shall survive any expiration or earlier termination of this Agreement.

Section 35. Assignment and Delegation. The City may not assign or in any manner transfer any of its rights or delegate any of its obligations under this Agreement without prior written notice to OCOG.

The City may delegate any of its obligations to any operator or manager of the City Services upon prior written notice to, and the prior approval of, OCOG; provided, no such delegation shall relieve the City of its obligations under this Agreement. OCOG may freely assign any of its rights and may delegate any of its obligations to any other assignee of, or successor to, all or part of the business of OCOG, including the IOC and !PC upon completion of the Games. Subject to the limitation set forth in the first sentence of this Section 35 (Assignment and Delegation), this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

Section 36. Amendment; Waiver. Subject to written approval by the IOC, the terms and provisions of this Games Agreement shall be binding upon the Parties and may not be amended, modified, or waived, except by an instrument in writing signed by each of the Parties. No action or inaction by Games Agreement, Page 20

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Packet Pg. 729 Attachment: City of Inglewood Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) either Party shall be deemed to constitute a waiver by such Party of any compliance by the other Party with any representation, warranty or covenant contained in this Agreement. Neither the waiver by any Party of a breach of or default under any of the provisions of this Agreement, nor the failure of any Party to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder shall thereafter be construed as a waiver of any subsequent breach or default or as a waiver of any other provisions, rights or privileges hereunder. No failure or delay on the part of any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof.

Section 37. Headings. The Section and Exhibit headings herein are for convenience and reference only, and in no way define or limit the scope and content of this Agreement or in any way affect its provisions.

Section 38. Agreement. This Games Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, whether written or oral, with respect thereto (including, for the avoidance of doubt, the Guarantees).

Section 39. Non-Recourse. No obligation of the OCOG or the City under this Games Agreement constitutes an obligation of, and no recourse, claims, actions, rights to sue, or other remedies shall be had against, any trustee, director, officer, employee, volunteer, agent, consultant, member, attorney, representative, or independent contractor of the OCOG or the City for any obligations arising out of this Games Agreement. No trustee, director, officer, employee, volunteer, agent, consultant, member, attorney, representative, or independent contractor of the OCOG or the City shall have any personal liability or obligation for any act or omission of the OCOG or the City, whether arising out of this Games Agreement or otherwise in connection with any of the transactions contemplated hereby or thereby or any other matter related to the 2028 Games.

Section 40. IOC Approval Required. This Agreement and terms hereof shall be subject to approval by the lOC ("IOC Approval"). The City acknowledges that OCOG shall seek IOC Approval. The City shall use its best efforts to cooperate with and support OCOG in obtaining IOC Approval.

Notwithstanding anything to the contrary in this Agreement, the City shall not be entitled to revoke or otherwise withdraw any of its offers or obligations under this Agreement prior to (or after) the receipt of!OC Approval, and this Agreement shall be fully binding on and enforceable against the City upon execution hereof. In the event IOC Approval is not obtained for any reason, OCOG shall have the right to terminate this Agreement in accordance with Section 25 .1 (OCOG' s Termination Right) above.

Section 41. Primacy of the IOC Requirements. Notwithstanding anything to the contrary set forth in this Agreement, to the extent any term or provision of this Agreement conflicts, or is inconsistent, with any roe Requirement, such IOC Requirement will govern and control. If any such conflict or inconsistency arises, OCOG will advise the City thereof and the City shall comply with such roe Requirement. In accordance with the IOC Requirements, the City specifically agrees to abide by the terms of the additional IOC covenants set forth on Exhibit D (Additional IOC Covenants).

Section 42. Olympic Charter and Host City Contract. The City agrees to respect the Olympic Charter and that it will take the necessary measures where logistically and fiscally practical and within the City's control and responsibility to assist the City of Los Angeles and the OCOG in fulfilling their obligations under the Host City Contract and other relevant agreements with the IOC, including advocacy for the use of sites within and under the jurisdiction of the City.

Section 43. Severability. Upon execution by the Parties, each term and provision of this Agreement Games Agreement, Page 21

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Packet Pg. 730 Attachment: City of Inglewood Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) shall be valid and enforceable to the fullest extent permitted by Applicable Law. If any term or provision of this Agreement, or the application thereof to any Person or circumstance, shall be held invalid or unenforceable to any extent in any jurisdiction, then, as to such jurisdiction, the remainder of this Agreement (including the application of such term or provision to Persons or circumstances other than those as to which such term or provision is held invalid or unenforceable in such jurisdiction) shall not be affected thereby. Any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

To the extent permitted by Applicable Law, the Parties to this Agreement hereby waive any provision of any Applicable Law that renders any provision of this Agreement unenforceable in any respect.

Section 44. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Any counterpart or other signature delivered by .pdf or other electronic transmission (including DocuSign) shall be deemed for all purposes as being good and valid execution of this Agreement by the applicable Party.

Section 45. No Third Party Beneficiary. Except as expressly provided herein, no third party is intended to be, or shall be deemed to be, a beneficiary of any provision of this Games Agreement.

Section 46. Governing Law. This Agreement shall be construed in accordance with, and governed by the substantive laws of, the State of California, without reference to principles governing choice or conflicts of laws. This Agreement will be interpreted without reference to any law, rule, or custom construing this Agreement against the Party which drafted this Agreement.

Section 47. Time of the Essence. With respect to all dates and time periods in or referred to in this Agreement, time is of the essence.

Section 48. Cumulative Rights. Except as expressly set forth in this Agreement, the rights and remedies provided by this Agreement are cumulative and are in addition to any other rights the Parties may have by law, or otherwise, and the use of any one right or remedy by any Party shall not preclude or waive its right to use any or all other remedies.

Section 49. Right to Enforce Strictly; Specific Performance.

49.1. Right to Enforce Strictly. Notwitl1standing any law, usage or custom to the contrary, the City and OCOG shall at all times have the right to enforce each of the provisions of this Agreement in strict accordance with its terms. If, at any time, the City or OCOG (as the case may be) fails to enforce, or otherwise elects not to enforce, any provision of this Agreement or any right or remedy of the City or OCOG ( as the case may be) with respect thereto strictly in accordance with its terms, such failure or election shall not constitute, and shall not be construed as creating, any custom or course of dealing in any way or manner contrary to any provision of this Agreement or as having in any way or manner modified the same.

49.2. Specific Performance. It is acknowledged and agreed that OCOG will suffer immediate and irreparable harm in the event of a breach or attempted or threatened breach of this Agreement by the City of any of the City's obligations hereunder and that OCOG will not have an adequate remedy at law. Accordingly, the City hereby acknowledges and agrees that OCOG shall, in addition to the remedies set forth herein and any other remedy available to OCOG at law or in equity, be entitled to temporary, preliminary and permanent injunctive relief and a decree for specific performance in the event of any such breach or threatened or attempted breach, without Games Agreement, Page 22

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Packet Pg. 731 Attachment: City of Inglewood Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) the necessity of showing any actual damage or irreparable harm or the posting of any bond or furnishing of any other security.

Section 50. Interpretation. References in this Games Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. Unless the context otherwise requires, the words "include," "includes," and "including" when used in this Games Agreement shall be deemed to be followed by the phrase, "without limitation." Unless the context otherwise requires, references in this Games Agreement to Sections, Annexes, Exhibits, and Schedules shall be deemed to be references to Sections of, and Annexes, Exhibits and Schedules to this Games Agreement. Unless the context otherwise requires, the words "hereof," "hereby," and "herein," and words of similar meaning when used in this Games Agreement refer to this Games Agreement in its entirety and not to any particular Section or provision of this Games Agreement.
[The remainder of this page has intentionally been left blank; signature pages and exhibits follow] Games Agreement, Page 23

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Packet Pg. 732 Attachment: City of Inglewood Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) IN WITNESS WHEREOF, the Parties hereto have caused this Games Agreement to be executed by their duly authorized representatives and affixed as of the date of signature of the Parties:

THE CITY OF INGLEWOOD
By: _________ _
JAMES T. BUTTS, JR.

Mayor, City of Inglewood
Date: _________ _
APPROVED AS TO FORM:

KENNETH R. CAMPOS, City Attorney
By:-----------
Date: _________ _
ATTEST:

AISHA L. THOMPSON, City Clerk
By:----------
Date: _________ _

LOS ANGELES ORGANIZING COMMITTEE FOR THE OLYMPIC AND PARALYMPIC GAMES2028
By:-----------

CASEY WASSERMAN
Chairperson
Date: _________ _
Games Agreement, Page 24

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Packet Pg. 733 Attachment: City of Inglewood Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session)

THE CITY OF INGLEWOOD
City Clerk
One Manchester Boulevard
Inglewood CA 9030 I
Copies to:

City Attorney
8th Floor
One Manchester Boulevard
Inglewood CA 90301
City Manager
9th Floor
One Manchester Boulevard
Inglewood CA 903 0 I
Games Agreement Exhibit A
Addresses for Notices

LOS ANGELES ORGANIZING COMMITTEE FOR THE OLYMPIC AND PARALYMPIC GAMES2028
John Harper
Chief Operating Officer
I 0900 Wilshire Blvd.

Suite 700
Los Angeles, CA 90024
Tanja Olano
Chief Legal Officer
I 0900 Wilshire Blvd.

Suite 700
Los Angeles, CA 90024
A-1

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Packet Pg. 734 Attachment: City of Inglewood Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) Type

WOW BILLBOARD
Site No. I

WOW BILLBOARD
Site No. 2

WOW BILLBOARD
Site No. 3

WOW BILLBOARD
Site No. 4

WOW BILLBOARD
Site No. 5

WOW BILLBOARD
Site No. 6
Games Agreement Exhibit B
City Ad Space
Location Third Party Contract
(inclnding Third Party Name, Contact
Information, and Contract Term)
5138 W. Century Blvd. WOW MEDIA, INC.

SCOTT KRANTZ-CEO
3434 OVERLAND A VENUE
LOS ANGELES, CA 90064
CITY AGREEMENT NO: 16-035
INITIAL TERM: IO YEARS
9800 La Cienega Blvd. WOW MEDIA, INC.

SCOTT KRANTZ-CEO
3434 OVERLAND A VENUE
LOS ANGELES, CA 90064
CITY AGREEMENT NO: 16-035
INITIAL TERM: 10 YEARS
9800 La Cienega Blvd. WOW MEDIA, INC.

SCOTT KRANTZ-CEO
3434 OVERLAND A VENUE
LOS ANGELES, CA 90064
CITY AGREEMENT NO: 16-035
INITIAL TERM: 10 YEARS
5101 W. Century Blvd. WOW MEDIA, INC.

SCOTT KRANTZ-CEO
3434 OVERLAND A VENUE
LOS ANGELES, CA 90064
CITY AGREEMENT NO: 16-035
INITIAL TERM: 10 YEARS
8307 South La Cienega WOW MEDIA, INC.

Blvd. SCOTT KRANTZ-CEO
3434 OVERLAND AVENUE
LOS ANGELES, CA 90064
CITY AGREEMENT NO: 16-035
INITIAL TERM: IO YEARS
83 07 South La Cienega WOW MEDIA, INC.

Blvd. SCOTT KRANTZ-CEO
3434 OVERLAND A VENUE
LOS ANGELES, CA 90064
CITY AGREEMENT NO: 16-035
INITIAL TERM: 10 YEARS
B-1

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Packet Pg. 735 Attachment: City of Inglewood Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) WOW BILLBOARD 633 W. Manchester WOW MEDIA, INC.

Site No. 7 Blvd. SCOTT KRANTZ-CEO
3434 OVERLAND AVENUE
LOS ANGELES, CA 90064
CITY AGREEMENT NO: 16-035
INITIAL TERM: 10 YEARS
WOW BILLBOARD 633 W. Manchester WOW MEDIA, INC.

Site No. 8 Blvd. SCOTT KRANTZ-CEO
3434 OVERLAND A VENUE
LOS ANGELES, CA 90064
CITY AGREEMENT NO: 16-035
INITIAL TERM: 10 YEARS
WOW BILLBOARD 4 3 3 0 West Century WOW MEDIA, INC.

Site No. 9 Blvd. SCOTT KRANTZ-CEO
3434 OVERLAND A VENUE
LOS ANGELES, CA 90064
CITY AGREEMENT NO: 16-035
INITIAL TERM: 10 YEARS
WOW BILLBOARD 4330 West Century WOW MEDIA, INC.

Site No. 10 Blvd. SCOTT KRANTZ-CEO
3434 OVERLAND A VENUE
LOS ANGELES, CA 90064
CITY AGREEMENT NO: 16-035
INITIAL TERM: IO YEARS
WOW BILLBOARD 3490 W. Century Blvd. WOW MEDIA, INC.

Site No. 11 SCOTT KRANTZ-CEO
3434 OVERLAND A VENUE
LOS ANGELES, CA 90064
CITY AGREEMENT NO: 21-061
INITIAL TERM: 20 YEARS
WOW BILLBOARD 3490 W. Century Blvd. WOW MEDIA, INC.

Site No. 12 SCOTT KRANTZ-CEO
3434 OVERLAND A VENUE
LOS ANGELES, CA 90064
CITY AGREEMENT NO: 21-061
INITIAL TERM: 20 YEARS
WOW BILLBOARD 3 107 W. Manchester WOW MEDIA, INC.

Site No. 13 Blvd. SCOTT KRANTZ-CEO
3434 OVERLAND AVENUE
LOS ANGELES, CA 90064
CITY AGREEMENT NO: 21-061
INITIAL TERM: 20 YEARS
B-2

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Packet Pg. 736 Attachment: City of Inglewood Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) WOW BILLBOARD 3107 W. Manchester WOW MEDIA, INC.

Site No. 14 Blvd. SCOTT KRANTZ-CEO
3434 OVERLAND A VENUE
LOS ANGELES, CA 90064
CITY AGREEMENT NO: 21-061
INITIAL TERM: 20 YEARS
WOW BILLBOARD 299 E. Florence Ave. WOW MEDIA, INC.

Site No. 15 SCOTT KRANTZ-CEO
3434 OVERLAND A VENUE
LOS ANGELES, CA 90064
CITY AGREEMENT NO: 21-061
INITIAL TERM: 20 YEARS
WOW BILLBOARD 299 E. Florence Ave. WOW MEDIA, INC.

Site No. 16 SCOTT KRANTZ-CEO
3434 OVERLAND AVENUE
LOS ANGELES, CA 90064
CITY AGREEMENT NO: 21-061
INITIAL TERM: 10 YEARS
WOW BILLBOARD Market Street WOW MEDIA, INC.

Site No. 17 SCOTT KRANTZ-CEO
3434 OVERLAND A VENUE
LOS ANGELES, CA 90064
CITY AGREEMENT NO: 21-061
INITIAL TERM: 20 YEARS
WOW BILLBOARD Market Street WOW MEDIA, INC.

Site No. 18 SCOTT KRANTZ-CEO
3434 OVERLAND A VENUE
LOS ANGELES, CA 90064
CITY AGREEMENT NO: 21-061
INITIAL TERM: 20 YEARS
WOW BILLBOARD 250 E. Florence WOW MEDIA, INC.

Site No. 19 Ave/213 E. Regent SCOTT KRANTZ-CEO
Street 3434 OVERLAND A VENUE
LOS ANGELES, CA 90064
CITY AGREEMENT NO: 19-286 [ST
MARKET, D3, LLC]
INITIAL TERM: 10 YEARS
WOW BILLBOARD 9131 South La Cienega WOW MEDIA, INC.

Site No. A Blvd. SCOTT KRANTZ-CEO
3434 OVERLAND AVENUE
LOS ANGELES, CA 90064
CITY AGREEMENT NO: 16-035
INITIAL TERM: 10 YEARS
B-3

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Packet Pg. 737 Attachment: City of Inglewood Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) WOW BILLBOARD 913 1 South La Cienega WOW MEDIA, INC.

Site No. B Blvd. SCOTT KRANTZ-CEO
3434 OVERLAND A VENUE
LOS ANGELES, CA 90064
CITY AGREEMENT NO: 16-035
INITIAL TERM: 10 YEARS
WOW BILLBOARD 9009 South La Cienega WOW MEDIA, INC.

Site No. C Blvd. SCOTT KRANTZ-CEO
3434 OVERLAND AVENUE
LOS ANGELES, CA 90064
CITY AGREEMENT NO: 16-035
INITIAL TERM: 10 YEARS
WOW BILLBOARD 9009 South La Cienega WOW MEDIA, INC.

Site No. D Blvd. SCOTT KRANTZ-CEO
3434 OVERLAND AVENUE
LOS ANGELES, CA 90064
CITY AGREEMENT NO: 16-035
INITIAL TERM: 10 YEARS
PEARL MEDIA 151 Forest Street, Suite PEARL MEDIA, LLC.

SUPERGRAPHIC J, Montclair, New JOSH COHEN-CEO
BILLBOARD Jersey 07039 LOS ANGELES, CA 90064
CITY AGREEMENT NO: 10-68
INITIAL TERM: 3 YEARS
ELECTRA MEDIA 11305 South Prairie ELECTRA MEDIA, INC.

BILLBOARD Street ROD WILSON-CEO
LAWNDALE, CA 90260
CITY AGREEMENT NO: 97-03
INITIAL TERM: 10 YEARS
SKY POSTERS 9800 South La Cienega SKY POSTERS, INC.

SUPERGRAPHIC Blvd MIKE MCNEILEY-CEO
BILLBOARD LOS ANGELES, CA 90064
CITY AGREEMENT NO: 10-66
INITIAL TERM: 3 YEARS
ELECTRA MEDIA 880 l South La Cienega ELECTRA MEDIA, INC.

BILLBOARD Blvd. ROD WILLSON-CEO
LAWNDALE, CA 90261
CITY AGREEMENT NO: NONE
INITIAL TERM: NOT APPLICABLE
B-4

7.A.c
Packet Pg. 738 Attachment: City of Inglewood Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) Games Agreement Exhibit C
Dispute Resolution
I. Discussion Period
In the event any Dispute is not resolved in the ordinary course of business, the Parties agree that, before any Party initiates binding arbitration, the Parties shall first engage in a good faith attempt to resolve the Dispute through an informal dispute resolution process set forth in this Section I.

Any Party may provide written notice of the Dispute to the other Party describing in reasonable detail the nature of the Dispute (a "Dispute Notice"). Upon a Party's receipt of a Dispute Notice, each Party shall appoint a Representative who shall have the authority to settle the Dispute. The Parties, through their Representatives, will then initiate good faith discussions to attempt to resolve the Dispute within forty-five (45) days ofa Party's receipt of the Dispute Notice. In the event the Dispute cannot be resolved through good faith discussions within such forty-five (45) day period, or such further time period agreed to by the Parties, either or both Parties shall have the right to initiate binding arbitration in accordance with Section 2 below.

2. Agreement to Arbitrate
The Parties hereby agree that if they, or their respective indemnitees, successors, assigns or legal representatives, as applicable, are unable to resolve any Dispute pursuant to Section I above, then such Dispute shall be resolved by final, binding arbitration conducted before a single, neutral arbitrator with the American Arbitration Association ("AAA"). The arbitration shall be conducted in accordance with the Agreement and the current rules of the AAA for Commercial Arbitration found at adr.org/Rules (the "AAA Rules"), which are incorporated herein by reference. The arbitration shall be conducted in English. If the amount at issue in any Dispute does not exceed $10,000, the arbitration shall be conducted solely on the basis of documents submitted by the Parties to the arbitrator, unless either Party requests a hearing or the arbitrator determines a hearing is necessary. If the amount at issue in any Dispute exceeds $10,000, the Parties' respective rights to a hearing shall be resolved through the AAA Rules. Either Party shall have the right to undertake direct and reasonable discovery in accordance with the AAA Rules and consistent with the expedited nature of arbitration.

3. Seat of the Arbitration and Governing Law
The seat of the arbitration shall be Los Angeles, California, unless otherwise agreed in writing by the Parties. The arbitrator shall be selected pursuant to the mutual agreement of the Parties, provided, if the Parties are unable to agree on an arbitrator, the arbitrator shall be appointed in accordance with the AAA Rules. The arbitrator shall have the authority to grant motions dispositive of all or any part of any claims or counterclaims. The arbitrator shall decide the issues submitted as arbitrator at law only and shall base any award, including any interim awards, upon the terms of this Agreement and the laws of the State of California.

4. Awards and Relief
Any judgment or award rendered by the arbitrator shall be final and binding and enforceable in any court of competent jurisdiction. All awards shall be in writing and shall state the reasoning upon which such award rests. The arbitrator is hereby expressly empowered to grant any remedy or relief not expressly prohibited by this Agreement and available under Applicable Law, including, but not limited to, specific performance and injunctive relief. In its award, the arbitrator may award C-1

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Packet Pg. 739 Attachment: City of Inglewood Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) reasonable attorneys' fees and costs to the prevailing Party in the arbitration and otherwise apportion the costs of the arbitration between or among the arbitrating Parties in such a manner as it deems reasonable, taking into account the circumstances of the case, the conduct of such Parties during the proceedings and the result of the arbitration. Unless otherwise ordered by the arbitrator, each Party to the arbitration shall bear its own costs and expenses of the arbitration, and the fees and expenses of the arbitrator and of any expert or other assistance engaged by the arbitrator shall be borne by the Parties to the arbitration equally.

5. Confidentiality
The arbitrator and the American Arbitration Association shall treat all dispute resolution proceedings provided for herein, all related disclosures, and all decisions of the arbitrator as confidential, except (i) in connection with any judicial proceedings ancillary to the dispute resolution proceedings (such as a judicial challenge to, or enforcement of, the arbitral award), (ii) if and to the extent otherwise required by applicable law to protect any legal right of either Party, or (iii) if and to the extent otherwise agreed by the Parties.

6. Survival
The terms of this Exhibit C shall survive any expiration or earlier termination of this Agreement.

C-2

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Packet Pg. 740 Attachment: City of Inglewood Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) Games Agreement Exhibit D
Additional IOC Covenants
The City acknowledges, confirms and agrees that:

I. The City shall respect and abide by the terms of the IOC Charter and the Host City Contract throughout the term of this Agreement;

2. All representations, warranties and covenants made by the City in this Agreement shall become a part of OCOG's and the City of LA's bid documents, and, together with any other commitments made by it to the USOPC or to the IOC, either in writing or orally, shall be binding upon OCOG, the City of LA and the City;

3. The City shall take all the necessary measures to completely perform its obligations under this Agreement;

4. The City shall cooperate with, and to cause all of the City's Representatives to cooperate with, OCOG, the IOC, and the IPC in their efforts to respect and promote the principles of equity, dignity and functionality of all persons with an impairment;

5. In connection with any public services, the City shall comply with, and shall cause all contractors, subcontractors and other service providers involved therewith, to acknowledge and agree to, the terms ofz.l (Insurance) and 26.1 (Sustainability and Social Responsibility);

6. Without the express written consent of OCOG and the City of LA, the City shall neither schedule nor hold any other important national or international meeting or event at any site owned or controlled by it during the Games or for one (I) week immediately before or after the Games;

7. OCOG shall have no responsibility, obligation or liability for or under any existing contractual commitments in respect of the City (other than this Agreement), including in relation to ticketing, hospitality, retailing and concessions (including food and beverage products), use of third party products and/or services, as well as rights of sponsorship, broadcasting, advertising, Signage, branding and commercial display within the City.

D-1

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Packet Pg. 741 Attachment: City of Inglewood Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session)

GAMES AGREEMENT
Between
Los Angeles Organizing Committee for the Olympic and Paralympic Games 2028 d/b/a OCOG
Address: 10900 Wilshire Blvd., Suite 700, Los Angeles, CA 90024 and
The City of Long Beach
Address: 411 W. Ocean Blvd., 10th Floor, Long Beach, CA 90802

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Packet Pg. 742 Attachment: City of Long Beach Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) i

TABLE OF CONTENTS
SECTION 1. RECITALS. ........................................................................................................................................................2 SECTION 2. PURPOSE..........................................................................................................................................................2 SECTION 3. VOLUNTARY....................................................................................................................................................2 SECTION 4. TERM. ................................................................................................................................................................2 SECTION 5. CITY LIAISONS................................................................................................................................................2 SECTION 6. POWER TO BIND. ..........................................................................................................................................2 SECTION 7. DELIVERY OF CITY RESOURCES...............................................................................................................2 SECTION 8. PRIORITY OPTION ON CITY ADVERTISING SPACE. ..........................................................................6 SECTION 9. PRIORITY ROOM BLOCK AT NEW CITY HOTEL DEVELOPMENTS. ..............................................8 SECTION 10. PERMITTING AND ZONING NEEDS..........................................................................................................8 SECTION 11. ADMISSIONS/TICKET TAX.........................................................................................................................8 SECTION 12. OTHER EVENTS..............................................................................................................................................8 SECTION 13. UNAUTHORIZED STREET TRADING.......................................................................................................9 SECTION 14. UNFAIR BUSINESS PRACTICES PROTECTION. ....................................................................................9 SECTION 15. ACCESSIBILITY STANDARDS.....................................................................................................................9 SECTION 16. TRANSPORT AND TRAFFIC. ...................................................................................................................10 SECTION 17. SECURITY......................................................................................................................................................10 SECTION 18. VENUE CONSTRUCTION AND INFRASTRUCTURE DEVELOPMENT PROJECTS. ....................10 SECTION 19. VENUE USE AGREEMENTS.................................................................................................................... 111 SECTION 20. OCOG EXCLUSIVE RIGHTS.......................................................................................................................11 SECTION 21. RISK MANAGEMENT..................................................................................................................................14 SECTION 22. EVENT OF DEFAULT..................................................................................................................................14 SECTION 23. DISPUTE RESOLUTION.............................................................................................................................16 SECTION 24. INDEMNIFICATION....................................................................................................................................17 SECTION 25. TERMINATION. ....................................................................................................................................... 188 SECTION 26. GENERAL PROVISIONS.............................................................................................................................18 SECTION 27. POSTPONEMENT OR CANCELLATION OF THE 2028 GAMES. .....................................................19 SECTION 28. COOPERATION; FURTHER ASSURANCES...........................................................................................19 SECTION 29. AUTHORITY OF CITY. ...............................................................................................................................19 SECTION 30. NOTICES. .......................................................................................................................................................20 SECTION 31. RELATIONSHIP OF PARTIES. .................................................................................................................20 SECTION 32. COMPLIANCE WITH LAWS......................................................................................................................21

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Packet Pg. 743 Attachment: City of Long Beach Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) ii
SECTION 33. CONFIDENTIALITY. ...................................................................................................................................21 SECTION 34. RETENTION OF RECORDS AND INSPECTION. ..................................................................................21 SECTION 35. ASSIGNMENT AND DELEGATION..........................................................................................................21 SECTION 36. AMENDMENT; WAIVER............................................................................................................................22 SECTION 37. HEADINGS.....................................................................................................................................................22 SECTION 38. AGREEMENT. ...............................................................................................................................................22 SECTION 39. NON-RECOURSE..........................................................................................................................................22 SECTION 40. IOC APPROVAL REQUIRED. ....................................................................................................................22 SECTION 41. PRIMACY OF THE IOC REQUIREMENTS..............................................................................................22 SECTION 42. OLYMPIC CHARTER AND HOST CITY CONTRACT...........................................................................23 SECTION 43. SEVERABILITY. ...........................................................................................................................................23 SECTION 44. COUNTERPARTS.........................................................................................................................................23 SECTION 45. NO THIRD PARTY BENEFICIARY. .........................................................................................................23 SECTION 46. GOVERNING LAW. ......................................................................................................................................23 SECTION 47. TIME OF THE ESSENCE.............................................................................................................................23 SECTION 48. CUMULATIVE RIGHTS. .............................................................................................................................23 SECTION 49. RIGHT TO ENFORCE STRICTLY; SPECIFIC PERFORMANCE.........................................................23 SECTION 50. INTERPRETATION. ....................................................................................................................................24

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Packet Pg. 744 Attachment: City of Long Beach Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) iii

EXHIBITS
EXHIBIT A Addresses for Notices
EXHIBIT B City Ad Space
EXHIBIT C Dispute Resolution
EXHIBIT D Additional IOC Covenants
EXHIBIT E Venue Guarantee

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Packet Pg. 745 Attachment: City of Long Beach Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) Games Agreement, Page 1

GAMES AGREEMENT BETWEEN

THE CITY OF LONG BEACH
AND

THE LOS ANGELES ORGANIZING COMMITTEE
FOR OLYMPIC AND PARALYMPIC GAMES 2028
This City of Long Beach 2028 Olympic and Paralympic Games Agreement (this “Agreement”) is made and entered into as of the date of the last signature set forth below by and among the City of Long Beach, a municipal corporation (the “City”) and the Los Angeles Organizing Committee for the Olympic and Paralympic Games 2028, a California nonprofit public benefit corporation (the “OCOG”). Collectively, these entities shall be known herein as the “Parties” or individually as a “Party.”

WITNESSETH
WHEREAS, on September 30, 2016, October 3, 2016, January 9, 2017, January 30, 2017, and March 6, 2023 the City delivered to the International Olympic Committee (the “IOC”) in connection with the candidature of the City of Los Angeles for the 2024 Olympic and Paralympic Games (the “2024 Games”), letters which set forth certain governing principles and commitments from the City regarding its participation as a venue city in the 2024 Games (collectively, the “Guarantees”); WHEREAS, subsequent to the City’s issuance of the Guarantees, the IOC and International Paralympic Committee (“IPC”) selected the City of Los Angeles to host the 2028 Olympic and Paralympic Games (the “2028 Games”);
WHEREAS, per IOC requirements, the OCOG and the City now wish to enter into a definitive agreement to reflect the City of Los Angeles’ subsequent election as host of the 2028 Games, to incorporate and apply the terms of the Guarantees to the 2028 Games (including with respect to public services in support of the 2028 Games) and to set forth other customary terms and conditions to provide a critical framework for how the OCOG and the City will work together;
WHEREAS, the Parties are committed to conducting 2028 Games-related operations in accordance with the goal of delivering a fiscally responsible 2028 Games; WHEREAS, the City is committed to working in good faith with the OCOG to coordinate and deliver a successful 2028 Games;
WHEREAS, the Parties recognize the value of sport as a way to celebrate human achievement and connect local and global communities in unique and powerful ways, acknowledging the benefit of both elite competition and recreational sport;
WHEREAS, the Parties recognize the City’s racial, gender, physical ability, sexual orientation, and socioeconomic diversity as a strength and intend that the 2028 Games reflect such strength; WHEREAS, the Parties celebrate the IOC’s leadership role in supporting the UN Women in the Sports for Generation Equality initiative, which aims to advance gender equality and the empowerment of women and girls in and through sport;
WHEREAS, the Parties desire to work together in good faith to host a safe and fiscally-responsible 2028 Games that are consistent with the long-term interests and values of the City and its residents;

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WHEREAS, the Parties desire to ensure the 2028 Games reflect a commitment to sustainability as a guiding principle;
WHEREAS, the period of OCOG operations will necessitate that the City and the OCOG meet regularly; WHEREAS, in connection with the selection of the City of Los Angeles (“Host City”) as the host of the 2028 Games, the City of Los Angeles, the OCOG, the IOC, and the other parties thereto entered into that certain Host City Contract effective as of September 13, 2017 (as amended or otherwise modified from time to time, the “Host City Contract”), which, among other things, sets forth the primary obligations of the City of Los Angeles and the OCOG in connection with the planning, organizing, financing, and staging of the 2028 Games;
WHEREAS, the Host City Contract is comprised of, among other things, the HCC – Principles, the HCC – Operational Requirements, and the Candidature Commitments (as each such term is defined in the Host City Contract);
WHEREAS, the Parties acknowledge and agree that, pursuant to Section 3 of the HCC – Principles, all agreements relating to the incorporation and existence of the OCOG, including this Agreement, shall be submitted to the IOC for its approval; and
WHEREAS, the Parties intend to affirm through this Agreement a continued shared set of values of innovation and a community-centered focus by which the 2028 Games will be designed and executed.

NOW, THEREFORE, in consideration of the mutual benefits to be derived by the Parties, and of the promises contained in this Agreement, the Parties hereby agree as follows:

Section 1. Recitals. The recitals set forth above are fully incorporated into this Agreement.

Section 2. Purpose. The purpose of this Agreement is to set forth certain material terms of the relationship and commitments between the City and the OCOG.

Section 3. Voluntary. This Agreement is voluntarily entered into for the purpose set forth in Section

2. Section 4. Term. This Agreement shall become effective on the date of the last signature set forth below by the Parties (“Effective Date”) and shall remain in effect until the earlier of (i) the date the OCOG ceases to exist; (ii) the date of the express written agreement of each of the Parties hereto to terminate this Agreement; (iii) December 31, 2029; and (iv) the date this Agreement is terminated in accordance with Section 25 (the “Term”).

Section 5. City Liaisons. The City hereby designates the City Manager (or his, her or their designee), as the City’s liaison to the OCOG (the “City Liaison”).

Section 6. Power to Bind. Each of the Parties acknowledges and agrees that it shall not have any authority to bind the other to any legally binding obligation unless that authority has been granted to it by such other Party.

Section 7. Delivery of City Resources.

7.1 Normal and Customary Services. The City shall provide within each Games Footprint (as defined in Section 7.4.2)—and at the City’s cost and expense—public services at the level and range that

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Packet Pg. 747 Attachment: City of Long Beach Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) Games Agreement, Page 3
would be customarily provided by the City at the time a Games Footprint is deemed to be in effect were the 2028 Games not to then be occurring (the “Normal and Customary Services”), as determined in accordance with this Section 7.1. Such public services shall include, but are not limited to, police, fire, transportation, public works and building and safety.

7.1.1 Meetings to Specify Normal and Customary Services. The City and OCOG agree to meet on at least an annual basis and, by October 1, 2025, mutually agree (in writing) on a detailed description of the Normal and Customary Services. The Parties will collaborate in good faith, exchange information relevant to the City’s provision of Normal and Customary Services, and use relevant data, including the costs of corresponding public services provided by the City for the City’s fiscal years 2022, 2023, and 2024 (which such data shall be utilized for purposes of establishing an underlying historical trend in furtherance of projecting the Normal and Customary Services). The City shall provide such relevant information and data for: (1) its fiscal year 2022 upon execution of this Agreement, (2) its fiscal year 2023 by December 31, 2023, and (3) its fiscal year 2024 by December 31, 2024.

7.1.2 Normal and Customary Services Similar to Host City. Notwithstanding 7.1, except in cases of articulable differences between the City and the City of Los Angeles (e.g., services above normal and customary levels are performed by private entities, the provision of specific services would cause a substantial adverse fiscal impact on the City that significantly and disproportionately differs from fiscal impacts resulting from prior special events held in the City, or other differentiating circumstances), the Normal and Customary Services provided by the City (and at the City’s cost and expense) shall be substantially similar to the normal and customary services–-and processes for identifying such services– -defined in the Games Agreement between the City of Los Angeles and the OCOG.

7.2 Enhanced City Resources Master Agreement. The City shall provide within each Games Footprint—and at the OCOG’s cost and expense, unless otherwise agreed between the Parties— public services in support of a successful 2028 Games at levels and/or ranges above those applicable to the Normal and Customary Services (the “Enhanced City Resources”). The OCOG shall negotiate with the City in good faith (by and through the City Liaison) to, by October 1, 2026, enter into one agreement, the Enhanced City Resources Master Agreement (the “ECRMA”), pursuant to which the City shall provide the Enhanced City Resources. The ECRMA shall include, among other things, terms establishing services, service levels, unit costs, rates, a repayment timeline, audit rights (including as it relates to City labor agreements), and other schedule, process, and cost estimation considerations. The rates set forth in the ECRMA will be adjusted to reflect the actual rates included in existing City labor agreements effective during the delivery of any Enhanced City Resources.

7.2.1 Agreement Administrator. The City designates the City Manager as its administrator for the ECRMA and VSAs (as defined in Section 7.4) or any other agreement pertaining to the use of Enhanced City Resources between the City and OCOG. The City Manager shall coordinate City-wide administrative oversight, budgetary control, receipt of payments for Enhanced City Resources from the OCOG, reconciliation of costs and services, and any requests which may require further approval by the City.

7.2.2 OCOG Not Obligated. For the avoidance of doubt, (i) the ECRMA (and, in turn, and as described in Section 7.4, the VSAs) shall set forth the specific Enhanced City Resources to be provided by the City, and (ii) subject to the terms of (x) City contracts in effect as of the Effective Date and (y) any Applicable Law (as defined in Section 32), nothing in this Agreement shall be construed so as to obligate the OCOG to utilize the City for the

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Packet Pg. 748 Attachment: City of Long Beach Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) Games Agreement, Page 4
provision of any given service in connection with the 2028 Games (other than the Normal and Customary Services), in each case of clauses (i) and (ii), for the further avoidance of doubt, without limiting Section 7.1.

7.3 Supplemental Matters re: ECRMA. The ECRMA shall include terms and processes with respect to (i) determining, in real-time, Enhanced City Resources required in response to mutually agreed upon categories of unplanned public health and safety incidents; (ii) Identified Venue (as defined in Section 7.4) access protocols; and (iii) other matters as may be mutually agreed to by the Parties (e.g., as and to the extent applicable, the City’s provision of necessary public services to City residents via alternative mechanisms as a direct result of the occurrence of 2028 Games events in the Games Footprints).

7.4 Venue Services Agreements. The ECRMA shall include material terms and processes pursuant to which the City shall provide Enhanced City Resources at certain mutually identified venues or sites that will host 2028 Games and/or 2028 Games related events(the “Identified Venues”). The Parties shall, with respect to each Identified Venue, enter into a venue services agreement that governs the specific provision of Enhanced City Resources and is consistent with the material terms and processes set forth in the ECRMA and elsewhere in this Section 7.4 (each, a “VSA”) by no later than October 1, 2027.

7.4.1 Identification of Enhanced City Resources at Identified Venues. The VSAs will be negotiated by the Parties and executed based on mutual consent for each Identified Venue.

Each VSA will identify, among other things, (i) Enhanced City Resources to be provided by the City; (ii) to the extent not otherwise contained in the ECRMA, processes for estimating Enhanced City Resources expenses (e.g., rates and unit costs); (iii) access rights to the applicable Identified Venue; and (iv) the Games Footprint for the applicable Identified Venue. The OCOG shall coordinate the development of the VSAs with the City Manager (by and through its City Liaison), who shall, in turn, ensure coordination with any relevant City department or planning body in order to facilitate City-wide administrative oversight, budgetary control, and any requests which may require further approval by the Council.

7.4.2 Games Footprint. The Parties acknowledge and agree that the Enhanced City Resources to be provided under a given VSA shall be estimated based on a geographical footprint that (i) is deemed to be in effect for the periods of time that 2028 Games and/or 2028 Games related events are to occur at an Identified Venue and (ii) determines the physical boundaries of such Identified Venue with view to its specific geographic location, the events to be held at the applicable Identified Venue, and relevant characteristics of the community in which the Identified Venue is located (each such footprint, a “Games Footprint”). The Games Footprint of an Identified Venue shall be specifically defined within its VSA and established by the OCOG.

7.4.3 Early Planning for Enhanced City Resources and Venues. The Parties acknowledge and agree that planning for Enhanced City Resources and Identified Venues has begun prior to the execution of this Agreement and will continue through the execution of the ECRMA and VSAs.

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Packet Pg. 749 Attachment: City of Long Beach Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) Games Agreement, Page 5

7.5 Compensation.

7.5.1 Calculation of Compensation for Enhanced City Resources. The Parties agree that compensation for Enhanced City Resources will be calculated based on the unit and rate of a given Enhanced City Resource identified in the ECRMA and/or VSAs.

7.5.2 Enhanced City Resources. The Parties agree to negotiate in good faith, as part of the ECRMA, the portion of Enhanced City Resources that will be provided at the City’s cost and expense.

7.5.3 Recession Principle. The Parties acknowledge and agree that the OCOG’s compensation to the City for Enhanced City Resources shall be used to supplement Normal and Customary Services. Accordingly, should the City, in its sole discretion, decide to decrease the level and/or range of Normal and Customary Services established pursuant to Section

7.1 due to a financial recession or any other reason, the Parties acknowledge and agree that, subject to Section 7.5.2, (i) the OCOG’s obligation to compensate the City for the provision of public services hereunder shall remain limited to payment for public services provided at levels and/or ranges above those established pursuant to Section 7.1 and (ii) the City shall remain solely responsible for providing public services (x) at the levels and ranges established pursuant to Section 7.1 (at the City’s cost and expense) and (y) at the levels and ranges above those established pursuant to Section 7.1 and as set forth in the ECRMA and/or VSAs (at the OCOG’s cost and expense, subject to Section 7.5.2).

7.5.4 Capital Assets Rental Principle. The City acknowledges and agrees that the OCOG shall not be responsible for the cost or reimbursement of the City’s purchase or rental of any capital assets (i.e., those assets other than people) that are needed to temporarily deliver Enhanced City Resources, unless such costs are the responsibility of OCOG under the ECRMA and/or VSAs, or are otherwise preapproved by the OCOG in writing. Should the OCOG consent in writing to procurement of said capital asset(s), the OCOG will be responsible solely for the market rental rate for the use of such capital asset(s) for the period of time it is utilized to provide an Enhanced City Resource.

7.5.5 Time-shifting of Public Services. The Parties acknowledge and agree that City public services that are time-shifted to support 2028 Games requirements but are not otherwise provided at levels above the Normal and Customary Services established pursuant to Section 7.1.1 (e.g., the timing of certain road repairs) will not be calculated as Enhanced City Resources.

7.5.6 Other Mandatory Fees. As provided in Section 7.1, the OCOG shall not be required to compensate the City for any costs, fees, charges, or expenses incurred by the City in connection with Normal and Customary Services. In addition, the OCOG shall not be required to compensate the City for any administrative tasks related to the negotiation and calculation of costs of Enhanced City Resources in a VSA and/or ECRMA.

7.5.7 Ordinary and Customary Prices. In accordance with Section 7.5.3, and notwithstanding anything to the contrary set forth in this Agreement, the Parties acknowledge and agree that, with respect to the provision of Enhanced City Resources and any other City service or support contemplated to be provided at a cost to (or otherwise paid by) the OCOG hereunder, the City shall charge the OCOG no more than the City’s ordinary and customary prices (as such ordinary and customary prices are reasonably understood as of the date hereof, subject to commercially reasonable adjustments for inflation).

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Packet Pg. 750 Attachment: City of Long Beach Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) Games Agreement, Page 6

7.6 Payment Timing and Structure. The OCOG and the City shall mutually agree on payment timing and structure terms within the ECRMA (as such terms may be further clarified in the VSAs) for any Enhanced City Resources provided prior to the 2028 Games or in support of the 2028 Games (or any other mutually agreed upon matter requiring payment by the OCOG thereunder). Without otherwise limiting this Section 7.6, the Parties acknowledge and agree that such terms shall provide for a mutually agreed upon payment schedule that reflects a customary and reasonable relationship between pace of payment and the times at which Enhanced City Resources are delivered (or the times at which any other mutually agreed upon matter requiring payment by the OCOG thereunder is undertaken).

Section 8. Priority Option on City Advertising Space.

8.1. The City hereby confirms that it is the owner, manager, licensor, lessor, or operator of certain out of home media units, including, without limitation, static or digital billboards, bulletins, street banners, posters, spectaculars, murals, street furniture, transit displays, or any other units available for advertising display (the “City Ad Space”) located within those Games-related clean zones defined as those geographically defined areas within a one (1) mile square perimeter of each of the Identified Venues, the exterior or interior of any City owned or controlled transportation system, and all major transportation corridors connecting or affording ingress and egress to and from the Identified Venues (the “Clean Zones”). In support of the parties’ collective goal of hosting a successful 2028 Games, and for consideration already paid, the City hereby grants to the OCOG a priority option (the “Option”) to purchase up to One Hundred Percent (100%) of the City’s existing or later acquired City Ad Space located within the Clean Zones, except as otherwise prohibited by an existing Third Party Contract at the time of execution of this Agreement, during that period commencing two (2) weeks prior to the start of the 2028 Olympic Games and continuing until one (1) week following the conclusion of the 2028 Paralympic Games, which is currently contemplated to be June 30, 2028 through September 3, 2028 (the “Games Period”). The Option shall be available for exercise by the OCOG, either on behalf of itself, or the IOC, IPC, USOPC, USOPP, or their respective sponsors, retail partners, or other designees identified in writing, during the period commencing June 30, 2025 and extending through and including July 1, 2027 (the “Option Period”). For the avoidance of doubt, the parties acknowledge and agree that long-term naming rights of City facilities, including without limitation the Belmont Pool, shall not constitute City Ad Space, provided that the City acknowledges that nothing herein shall amend those certain naming rights of City facilities that have been granted to the OCOG under the Venue Guarantee (defined below in Section 19).

8.2. As of the Effective Date, the City represents that Exhibit B hereto contains a true and accurate list of all City Ad Space located within the Clean Zones and a description of any current contract, agreement, arrangement, license, or understanding with any third party, for example, any media operator, manager, licensor, licensee, lessor, or lessee, granting any rights in or to such City Ad Space during the Games Period (each, a “Third Party Contract”). The City agrees to conduct regular reviews of its inventory and related contracts on at least a quarterly basis during the Term and to promptly notify the OCOG of any changes to this Exhibit B upon reasonable written request from the OCOG.

8.3. The OCOG, at its sole discretion, shall be entitled to exercise any Option with respect to some or all of the City Ad Space and for all or any portion of the Games Period at any time (and as many times as it chooses) during the Option Period, provided the exercise of any Option must be made by way of written notice to the City or its relevant media operator on or prior to the Option End Date (each, an “Option Exercise Notice”). The City agrees that any Option exercised by the OCOG

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for its own usage in furtherance of the OCOG Branding Plan, as further described in Section 20.6, shall be provided by the City free of charge to the OCOG. The City agrees that the rate per billing cycle related to the exercise of any other Option by or on behalf of any entity other than the OCOG shall be reasonable, customary and competitive in the local market for the type of media unit provided and shall be calculated based on the highest average purchase price charged by the City or its relevant media operator for each applicable unit of Ad Space for the billing cycles in reference calendar year 2024 and the first six (6) months of calendar year 2025 (“Reference Period”), plus five percent (5%) per annum, as prorated for any partial calendar year, for the period commencing July 1, 2025 and extending through June 30, 2028 (the “Ad Rates”). If any Ad Space was first developed or converted to a different medium after the commencement of the Reference Period, the relevant Ad Rate shall be calculated using a comparable unit of ad space, in the same medium and in a comparable location, as the basis for the above calculation. If there is insufficient historical data for any particular unit of Ad Space during the Reference Period, for example, where the relevant Ad Space was in existence for less than six (6) months of the Reference Period or there are insufficient comparable units to use as the basis for the calculation, and if the parties cannot agree on the applicable Ad Rate within thirty (30) days following commencement of negotiations, the parties shall select and appoint a mutually agreeable independent neutral third party out of home agency or other expert familiar with the Greater Los Angeles market to determine an applicable benchmark or range, which the parties shall then use to negotiate the applicable Ad Rate. The Parties shall undertake commercially reasonable efforts to ensure that the neutral third party adheres as closely as possible to the calculation principles set forth above in setting the relevant benchmark or range for the Ad Rate. For purposes of this calculation, “billing cycle” shall mean a standard four (4)-week billing cycle unless otherwise agreed in writing by the parties. Following the exercise of any Option, the City or its media operator shall promptly confirm the applicable Ad Rates and the relevant parties shall negotiate and sign a definitive written agreement, with commercially reasonable terms and conditions consistent with those finalized between the OCOG and other media operators operating in the greater Los Angeles region for comparable units of ad space. To the extent that the OCOG or its designee enters a direct agreement with City’s media operator or other designated agent regarding an option to purchase or the purchase of any of City’s Ad Space, that direct agreement shall control and supersede this Agreement with respect to the applicable Ad Space as of the Effective Date.

8.4. Following the Effective Date, if the City proposes to enter or renew any Third Party Contract, such that it will extend into any portion of the Games Period, the City shall promptly notify the OCOG and shall also first require that the applicable third party grant a priority option to the OCOG, consistent with the terms hereof. Such terms shall also be captured in any request for proposal issued by the City with respect to the use of any City Ad Space during any portion of the Games Period. If any of City’s Ad Space is already subject to a Third Party Contract for any portion of the Games Period, the City shall use commercially reasonable efforts to work with the applicable third party to make the City Ad Space temporarily available to the OCOG during the Games Period, consistent with the terms hereof, including the risk management provisions herein related to OCOG Indemnified Parties. To the extent that the City is unable to reach agreement under the terms of any Third Party Contract, or otherwise, the City covenants and agrees that it will not permit the use of any of the City Ad Space in any manner, or by any third party, which claims a false or unauthorized association with the Olympic Parties and/or the 2028 Games, or which is likely to induce in the minds of members of the public any association between any third party and the Olympic Parties by means of Ambush Marketing or otherwise, any sponsor of the OCOG, IOC, IPC, or USOPC, or which infringes the laws that protect the imagery and marks of the OCOG, the IOC, the IPC, the USOPC, or the 2028 Games.

8.5. To the extent any Option to City Ad Space within the Clean Zones is not exercised by OCOG,

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either on behalf of itself, or the IOC, IPC, USOPC, USOPP, or their respective sponsors, retail partners, or other designees identified in writing, the City nevertheless further covenants and agrees that it will not re-sell any such City Ad Space within the Clean Zones to any third party (i) who is a direct competitor of any OCOG, IOC, IPC, or USOPC sponsor; or (ii) any third party who is reasonably likely to cause reputational harm to or embarrass OCOG, the IOC, the IPC, the USOPC, the USOPP, or their respective sponsors.

8.6. Following the Effective Date, to the extent permitted by law, if the City issues or renews any permit to develop or otherwise erect out of home advertising space (whether traditional, electronic, digital, building wraps, or other medium) in any of the Clean Zones, which will be available for purchase during any portion of the Games Period, the City shall also promptly notify the OCOG and shall first require that the applicable third party grant a priority option to the OCOG to purchase the applicable City Ad Space during the Games Period, consistent with the terms hereof.

Section 9. Priority Room Block at New City Hotel Developments.

Following the Effective Date, if the City issues any incentives as part of any permit to develop any new hotel development within the City, the City understands and agrees that, to the extent permitted by law, it shall direct the relevant City departments to include as a community benefit in any hotel development incentive agreement an option for the OCOG to directly purchase up to Ninety Percent (90%) of the hotel’s inventory for use by any Games-related stakeholders identified by the OCOG, during the period commencing June 21, 2028 and extending through and including August 31, 2028, which agreement shall be documented by way of an accommodations agreement between the developer and the OCOG on terms and conditions consistent with those finalized between the OCOG and other hotels of similar size and quality within the greater Los Angeles region (each an “Accommodations Agreement”).

Section 10. Permitting and Zoning Needs.

The City agrees to work in good faith with the OCOG and its applicable partners, including venue owners/operators, to streamline and provide for the timely review of any and all permitting and zoning needs for the Games, including any permitting needs required from the California Coastal Commission. The City’s point of contact for such permitting and zoning needs is the City’s Director of Community Development.

Section 11. Admissions/Ticket Tax.

The City agrees to not subject the 2028 Games and/or constituent events to any future admissions taxes, parking taxes or related taxes and further agrees that any admissions taxes, parking taxes or related taxes in effect as of the date of this Agreement shall not be increased between the date of this Agreement and the end of the Games Period; provided, however, that the City may take whatever actions it is legally required to take in connection with tax measures put on a ballot pursuant to a voter-led petition.

Section 12. Other Events.

The City hereby confirms and undertakes, to the maximum extent of its authority, that no major public or private event, conference, or other meeting which could have an impact on the successful planning, organizing, financing and staging of the Games or their public and media exposure, will take place within the City itself, or its neighborhoods, during the 2028 Games or during the

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preceding or following week, without the prior written approval of the OCOG.

Section 13. Unauthorized Street Trading.

13.1. The City confirms that Long Beach Municipal Code Section 5.73.010 et seq. regulatesstreet trading within the vicinity of Identified Venues. Specifically, Municipal Code 5.73.030 prohibits sidewalk vending without a permit within the City; and Municipal Code 5.73.110 imposes additional restrictions on place, time, and manner of sidewalk vending in the City, including prohibiting sidewalk vending within five hundred (500) feet of events requiring a temporary special permit issued by the City. The parties acknowledge and agree that certain provisions of the aforementioned Municipal Code sections are subject to review and possible amendment by the California Coastal Commission.

13.2. The City shall ensure that laws and regulations in place in the City to control unauthorized street trading within the vicinity of the Identified Venues, including, but not limited to those delineated in Section 13.1 (or laws and regulations that are substantially similar in scope), shall remain in force through the conclusion of the 2028 Games.

13.3. The City shall undertake best efforts to enforce any and all laws and regulations in place to control unauthorized street trading within the vicinity of Games venues, including, but not limited to, those delineated in Section 13.1 (or laws and regulations that are substantially similar in scope), to the extent not prohibited by Applicable Law.

13.4. To the extent additional efforts or measures are required within its jurisdiction, the City shall work with the OCOG for the 2028 Games to ensure protection of the IOC’s rights and interests in relation to the 2028 Games.

Section 14. Unfair Business Practices Protection.

The City agrees that in cooperation with the City of Los Angeles, the OCOG and local, regional and national business, trade and service organizations, it will promote and encourage, to the extent permitted by law, the charging of ordinary and customary prices for goods and services associated within the 2028 Games within its territorial limits (including, but not limited to, hotel rates, restaurants and related services) for anyone attending the 2028 Games, including non-accredited spectators. Under California Business and Professions Code Section 17200, the City has broad authority to protect spectators and participants from unfair business practices during the Games.

The City shall undertake best efforts to publicize and cooperate in the enforcement of any and all applicable laws and regulations in order to protect spectators, participants, and the OCOG from unfair business practices up to and through the conclusion of the Games.

Section 15. Accessibility Standards.

The City guarantees, to the maximum extent of its authority, that the accessibility standards to be applied for the 2028 Games, including for the Paralympic Games, shall include the United States’ Americans with Disabilities Act and Fair Housing Act and California’s Fair Employment and Housing Act, Unruh Civil Rights Act, Disabled Persons Act and Ralph Civil Rights Act. The City will cooperate with the OCOG to ensure that accessibility will be fully integrated into the planning of the 2028 Games, including the Paralympic Games, taking place within its territorial limits.

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Section 16. Transport and Traffic.

The City agrees (i) to work in good faith with the OCOG and 2028 Games Mobility Executives (i.e., the convening of City, regional and State transportation leaders) to help develop the 2028 Games Mobility and Transportation Plan; (ii) to comply with the 2028 Games Mobility and Transportation Plan; and (iii) that the operations of the City’s transport and traffic command and control operations will be made available to support and will be integrated within the overall 2028 Games transport and traffic solution.

Section 17. Security.

Consistent with the U.S. Department of Homeland Security’s commitment to designate the 2028 Games a National Special Security Event, the City agrees to work in good faith with the California Olympic and Paralympic Public Safety Command, IOC, the U.S. Department of Homeland Security, and the OCOG to ensure a safe and peaceful 2028 Games.

Section 18. Venue Construction and Infrastructure Development Projects.

The City agrees, to the maximum extent of its authority, that, in addition to applicable federal and state laws, all venue construction and infrastructure development projects necessary for the organization of the 2028 Games within its territorial limits will comply with local planning, construction, protection of the environment, health and safety, labor, and anti-corruption laws.

These include:
a) The Buildings and Construction Title of the Municipal Code (Title 18) (containing building and construction codes);
b) The Zoning Title of the Municipal Code (Title 21) (containing planning laws); c) The Environmental Impact Chapter of the Municipal Code Administration – Administration and Personnel Title (Title 9, Chapter 2.9) (containing environmental regulations);
d) The Sustainability City Commission Chapter of the Municipal Code – Administration and Personnel Title (Title 9, Chapter 2.38) (containing planning and environmental regulations);
e) The Employment Discrimination Chapter of the Municipal Code – Businesses, Trades and Professions Title (Title 5, Chapter 5.09) (containing anti-discrimination protections); f) The Public Works Contracts and Wages Chapter of the Municipal Code – Administration and Personnel Title (Title 2, Chapter 2.87) (containing labor regulations); and g) The Code of Ethics Section of the Municipal Code – Administration and Personnel Title of the Municipal Code (Title 2, Chapter 2.07) (containing anti-corruption protections).

In addition, the City agrees that in no event shall any construction or development work be conducted or authorized to be conducted by the City or its Representatives within the Games Footprint during the Games Period; provided the foregoing shall not apply to necessary repairs that arise during the Games Period or requirements set forth by Applicable Laws.

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Section 19. Venue Use Agreements.

19.1The Parties shall enter into a Venue Use Agreement (the “VUA”), detailing the conditions of use of the Identified Venues for the 2028 Games. The terms set forth in that certain guarantee letter re: Venue Use Guarantee – Los Angeles 2024 (G2.20 and G2.21 / Stage 2 Candidature Questionnaire Olympic Games 2024) dated on or about September 30, 2016 (the “Venue Guarantee”), attached hereto as Exhibit E, previously provided by the City in relation to the 2024 Games, shall: (i) remain in effect, (ii) be further supplemented by mutual written agreement of the Parties, and (iii) form the essential basis of the VUA which shall contain additional provisions that are reasonable and customary for venue agreements concerning the hosting of events similar to the 2028 Games events.

19.2 Any VUA executed between the OCOG and the City shall be included as an attachment to the ECRMA.

Section 20. OCOG Exclusive Rights.

20.1. Olympic Marks. No license or right to the use of any Olympic- or Paralympic-related symbols, emblems, marks, designations or terminology, including (a) the words “Olympic” and “Olympiad” and “Paralympic”; (b) the symbol of the IOC, consisting of five interlocking rings, and/or (c) the symbol of the IPC, consisting of three Agitos (all Olympic or Paralympic symbols, emblems, marks, designations and terminology, collectively, the “Olympic Marks”), is granted to the City by this Agreement. In addition, the City shall refrain from creating and/or using any mark, symbols, emblems, designation or terminology that is confusingly similar to any of the Olympic Marks. The City hereby expressly acknowledges and agrees that any use of Olympic Marks in the United States is restricted by Title 36, United States Code, Section 220506, and may be used only with the prior written permission of the USOPC, the IOC, the IPC, or any of their respective Affiliates, as applicable; provided that (i) nothing contained herein shall prevent the City from negotiating or entering into separate agreements with the USOPC, the IOC, the IPC, or any of their respective Affiliates, as applicable, for the use of any Olympic Mark nor restrict the City’s use of any Olympic Mark pursuant to any such separate agreements, and (ii) if permitted by the USOPC, the IOC, the IPC, or any of their respective Affiliates, as applicable, OCOG will provide the City with an approved designation and/or terminology and, if necessary, a limited license or sublicense to use certain Olympic Marks for the purpose of enabling the City to identify the City as one of the venue cities for the 2028 Games. For purposes of this Agreement “Affiliate” means with respect to a Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such initial Person. “Person” means any individual, partnership, firm, limited liability company, corporation, association, trust, unincorporated organization, governmental authority or other legal entity of any kind.

20.2. OCOG Marks. No license or right to any present or future trademark, service mark, copyrighted work or other intellectual property, including any logo, sport pictograms and/or mascot of OCOG, the USOPP, and the USOPC (all trademarks, service marks, copyrighted works and other intellectual property of OCOG, the USOPP, and the USOPC, collectively, the “OCOG Marks”) is granted to the City by this Agreement. The City expressly acknowledges and agrees that OCOG Marks are or will be protected by state and federal trademark, copyright, unfair competition and other Applicable Laws, and may be used only with the prior written permission of OCOG pursuant to a separate agreement between the Parties.

20.3. Commercial Identification Prohibitions. In no event shall the City have any right to grant, and the City hereby represents, warrants and covenants that it (or any Representative) has not entered into

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and will not enter into any agreement, understanding or arrangement that grants or purports to grant, any commercial sponsorship, affiliation or other identification rights of any kind or description with respect to the 2028 Games, the Olympic Parties, this Agreement or any of the services or uses contemplated hereunder to any supplier of goods or services or to any other Person, without the prior written consent of OCOG. The City shall not make, and shall not permit any of its Representatives to make, any commercial use of the City’s relationship with OCOG or the 2028 Games (whether prior to, during or after the Games Period) without the prior written consent of OCOG, including by:
a) referring to the 2028 Games, any of the Olympic Parties, this Agreement or any of the services or uses contemplated hereunder in any sales literature, letters, business-to-business industry materials, client lists, pitch materials, press releases, website, social media, apps, brochures or other written materials, except as may be necessary to perform the City’s obligations under this Agreement; or
b) using or allowing the use of any Olympic Mark, any OCOG Mark or any other service mark, trademark or trade name that is now or may be hereafter associated with, owned by or licensed by any of the Olympic Parties, in connection with any service or product; or c) contracting with or receiving money or anything of value from any Persons to facilitate such Persons obtaining any type of commercial identification, advertising or visibility in connection with the 2028 Games.

For purposes of this Agreement, “Representatives” means, with respect to any Person, such Person’s Affiliates, directors, trustees, officers, employees, volunteers, contractors, subcontractors, vendors and other agents, sponsors, advisors, consultants and representatives (including, solely with respect to the OCOG, the IOC, the IPC, the USOPC and any other Olympic Parties and their respective Representatives).
“Olympic Parties” means the Olympics, the IOC, the IPC, the USOPC, USOPP, other host city organizing committees, their Affiliates, and the entities or companies now existing or to be created, owned or controlled (directly or indirectly) by the foregoing entities, including, The Olympic Foundation for Culture and Heritage, IOC Television & Marketing Services S.A., Olympic Channel Services S.A., Olympic Channel Services S.L., and Olympic Broadcasting Services S.A.

20.4. License of City’s Likeness, City Logos, Names and Marks. For the purposes of: (a) broadcasting, telecasting or otherwise distributing any depiction of the 2028 Games, the Test Event(s) and the Special Event(s) through any materials or media platforms operated directly or indirectly by the Olympic Parties, their affiliates, or any third parties such as broadcasters, social media networks, International Federation of Relevant Sport, NOCs, and other partners, (b) identifying the location of the 2028 Games, the Test Event(s) and the Special Event(s), (c) providing map and way-finding information, (d) planning, developing, advertising, promoting, supporting, organizing, hosting, staging or otherwise implementing the 2028 Games, Test Event(s), and Special Event(s) (including, without limitation, through marketing materials, advertising, brochures, pamphlets, magazines, websites, videos, shows, episodes, social media, audiovisual presentations, or billboards), (e) promoting and creating educational materials regarding the 2028 Games, Test Event(s), and Special Event(s), generally, (f) making any presentations (in any format) to other Olympic Parties or any International Federation of Relevant Sport or National Governing Body of Sport, and (g) any other commercial or non-commercial purpose in connection with the 2028 Games, the City hereby grants to OCOG and the other Olympic Parties, and their successors and assigns, a perpetual, royalty-free, worldwide, non-exclusive and irrevocable right and license (including sub-license rights and

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without any restriction of time or territory):
a) to use, distribute and exploit any name, image, likeness, drawing, replica, model, rendering, photograph or other visual, auditory, or symbolic representative reproduction (each, a “City Likeness”) of the City, or any portion thereof, in any medium, format, or technology, whether now existing or hereafter created, for any lawful purpose in connection with the 2028 Games, all of which may be used, reused, edited, translated, combined, modified, presented, displayed, reproduced, made the subject of derivative works, adapted, broadcasted, published, republished, posted, transmitted and distributed, publicly or otherwise, for use in connection with the 2028 Games, in the Olympic Parties’ sole discretion (with the Olympic Parties having no obligation to actually use any City Likeness in any way);
b) to use any and all of a City’s symbols, emblems, marks, logos, trademarks and service marks, or any part thereof, including the name of the City (the “City Marks”), in any medium, whether now known or hereafter created; and
c) to (i) use, reuse, edit, translate, combine, modify, present, make the subject of derivative works, reproduce, adapt, broadcast, publish, republish, post, transmit, distribute and publicly display any and all video or photographic work(s) that feature or otherwise include any City Likeness that the City or any of its Representatives may provide or otherwise make available to the Olympic Parties from time to time (collectively, “Provided Works”), including, without limitation, in connection with any public or private promotional campaign related to the 2028 Games, in print, marketing materials, advertising, brochures, pamphlets, magazines, websites, videos, shows, episodes, social media, audiovisual presentations, or billboards, and by any other means or medium, whether now known or hereafter created; and/or (ii) to couple the Provided Works with other materials and/or content prepared by or on behalf of the Olympic Parties and to crop or retitle them as any Olympic Party deems appropriate, in its sole discretion. The City represents and warrants to the Olympic Parties that the City owns the entire copyright to each of the Provided Works.

For the avoidance of doubt, “Test Event(s)” means an event scheduled or conducted by the OCOG, venue owner and/or other Representatives or Persons designated by the OCOG, in its sole discretion, to test the technical and operational systems of an Identified Venue, the use of an Identified Venue for the Games events, or perform certain other readiness activities. “Special Event(s)” means an event held in connection with the Games (e.g., concerts and ceremonies and other live events) during the Use Periods set forth at Exhibit G, including those that are anticipated to occur at any Identified Venue.

20.5. Prevention of Ambush Marketing and Other Infringing Activities. a) In addition, the City shall (i) cooperate with OCOG to prevent Ambush Marketing within the City, and any adjacent land owned, operated or controlled by the City or any of its Affiliates, in each case, at any time during the Exclusive Use Period (and any Test Event), (ii) immediately notify OCOG should the City become aware of any such Ambush Marketing, and (iii) use good faith efforts to take appropriate measures as are necessary to protect the commercial sponsors of the IOC, IPC, USOPC, and/or OCOG's (“Games Sponsors”) rights from any Ambush Marketing.
b) OCOG shall have the right to take appropriate legal action against any Person that engages in Ambush Marketing, and the City hereby agrees to use its best efforts to cooperate with

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OCOG (and take such reasonable actions as may be requested by OCOG in pursuing such legal action). Any measures, steps or actions taken by the City under this Section 20.5 at the request of OCOG shall be at OCOG’s sole cost and expense (unless the activities set forth above are due to the actions or omissions of the City or any of its Representatives). c) “Ambush Marketing” means any or all of the following:

1. any non-Games partner/sponsor company’s use of creative means or efforts to generate any false association with the 2028 Games and Olympic Parties, whether through the use of protected Olympic Marks or not;

2. any non-Games partner/sponsor company’s infringement of any Applicable Law, rule or regulation that protects the use of the Olympic Marks and other Olympic and Paralympic imagery and indicia; and

3. any other action or activity of any non-Games partner/sponsor company that intentionally or unintentionally interferes with, undermines, encroaches, compromises, curtails, infringes or ambushes, the legitimate marketing activities and rights of the 2028 Games sponsors.

20.6. City Beautification and Branding. Notwithstanding the foregoing, in the months leading up to and during the Games, the City, at the City’s sole cost and expense, may implement the OCOG crosscity branding plan (“OCOG Branding Plan”) in and around the City on property and inventory controlled by the City. The OCOG Branding Plan shall be developed by OCOG in its sole discretion and communicated to the City with reasonable advance notice. The OCOG Branding Plan may include, but shall not be limited to, production and display of banners, bus wraps, billboards, and other signage identifying and celebrating OCOG and the Games.

Section 21. Risk Management.

21.1. Insurance. The Parties acknowledge that, in accordance with the Games Agreement between the OCOG and the City of Los Angeles, the OCOG does and will obtain and maintain, at its own cost, insurance policies in accordance with prudent commercial best practices, taking into account the experience of past Olympic Games. The Parties intend that specific insurance requirements shall be negotiated and evidenced by the ECRMA, or VSAs, or other related agreements. The Parties acknowledge that the City, on behalf of itself and its departments and agencies, does and will obtain and maintain, at its own cost, insurance policies through a municipal risk pool.

21.2. Insurance Policies. The Parties shall cooperate in good faith to designate each other as either an additional insured, interest, payee, or beneficiary on applicable insurance policies related to their respective obligations hereunder, including any indemnification obligations, and under any subsidiary agreement contemplated hereunder, including but not limited to the Enhanced City Resources Master Agreement. As applicable, such subsidiary agreements shall specify required insurance coverages and terms applicable to the services or other performance obligations contemplated thereunder.

Section 22. Event of Default.

22.1. City Event of Default. The occurrence of any of the following events shall constitute an event of default of the City for purposes of this Agreement (each, a “City Event of Default”):

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22.1.1 any failure by the City to perform any of its obligations under this Agreement (except those referenced in Section 22.1.2 for which the provisions thereof shall apply) where such failure continues for more than thirty (30) days after OCOG’s written notice thereof to the City; provided that if the nature of the default is such that it cannot be reasonably cured within such thirty (30) day period, the City shall not be deemed to be in default if it timely commences cure within such thirty (30) day period and diligently proceeds to cure such default within a reasonable time period acceptable to OCOG after receipt of OCOG’s written notice; or

22.1.2 any failure by the City to perform any of its obligations under Section 26.1 or Section 20 where such failure continues for more than three (3) Business Days after OCOG’s written notice thereof to the City. “Business Days” means any day except any Saturday, Sunday, or legal holiday in the State of California.

22.2. OCOG’s Remedies. Upon the occurrence of any City Event of Default, OCOG shall have the option to pursue any of the following remedies:
a) OCOG shall have the right, but not the obligation, to perform any obligation of the City, hereunder, and the City shall promptly reimburse OCOG for all costs and expenses incurred by OCOG or its representatives in connection with such performance; provided that OCOG may, at OCOG’s option, elect to offset such cost and expenses against any amounts that would otherwise be payable to the City under this Agreement; b) OCOG shall have the right upon written notice to the City to terminate this Agreement in accordance with Section 25.1; or
c) OCOG shall at all times have the rights and remedies (in addition to those rights and remedies available under this Section 22.2, at law, in equity or pursuant to another provision of this Agreement), to seek declaratory, injunctive or other equitable relief, and specifically enforce this Agreement.

22.3. City Event of Default during Exclusive Use Period. City acknowledges and agrees that the organization and staging of the 2028 Games is a time-critical event, for which numerous decisions must be made and implemented immediately. Therefore, notwithstanding anything to the contrary contained in this Section 22.3 or any other provision of this Agreement, City acknowledges and agrees that upon the occurrence of any City Event of Default within sixty (60) days prior to, or at any time during, the Exclusive Use Period, OCOG shall have the immediate right, but not the obligation, to cure such City Event of Default and to take any and all actions as OCOG deems necessary or appropriate to enable fulfillment of the defaulted obligation hereunder and/or satisfaction of the IOC Requirements. OCOG shall use commercially reasonable efforts to notify City of such City Event of Default and the intended curative actions, but failure to deliver such notice shall not prevent the taking of any such curative action. City agrees to reimburse OCOG promptly for all costs and expenses incurred by OCOG or its representatives in connection with such curative actions; provided that OCOG may, at OCOG’s option, elect to offset such cost and expenses against any amounts that would otherwise be payable to City under this Agreement.

22.4. OCOG Event of Default. The occurrence of any of the following events shall constitute an event of default of the OCOG for purposes of this Agreement (each, an “OCOG Event of Default”):

22.4.1. any failure by the OCOG to perform any of its material obligations under this Agreement where such failure continues for more than thirty (30) days after City’s written notice thereof

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to the OCOG; provided that if the nature of the default is such that it cannot be reasonably cured within such thirty (30) day period, the OCOG shall not be deemed to be in default if it timely commences cure within such thirty (30) day period and diligently proceeds to cure such default within a reasonable time period acceptable to the City after receipt of City’s written notice.

22.5. City’s Remedies. Upon the occurrence of any OCOG Event of Default, City shall at all times have the option to pursue any legally available rights and remedies including without limitation declaratory, injunctive or other equitable relief, and specifically enforce this Agreement.

22.6. Cumulative Rights. For avoidance of doubt and further to Section 48, the rights and remedies of the Parties under this Section 22 are not exclusive, but rather shall be cumulative and in addition to any and all other remedies available to the Parties, whether under this Agreement, in equity or at law, and may be pursued successively or concurrently as each Party may elect, without any notice or demand whatsoever. The exercise of any remedy by a Party shall not be deemed an election of remedies or preclude that Party from exercising any other remedies in the future.

Section 23. Dispute Resolution.

23.1. Dispute Resolution and Waiver of Jury Trial.

23.1.1 Dispute Resolution. Both Parties shall undertake to reach an amicable settlement in cases of any dispute arising out of this Agreement (“Dispute”). Any dispute involving breach (or alleged breach) of, or controversy or claim arising out of or relating to, this Agreement (including the interpretation or invalidity of any of its terms) or fraud of the Parties hereto (any of the foregoing, a “Dispute”), will be resolved in accordance with the procedures specified in Exhibit C (Dispute Resolution) hereto, which will be the sole and exclusive procedure for the resolution of any such Dispute, except that a Party, without prejudice to such procedures, may file a complaint to seek preliminary injunctive or other provisional judicial relief if such Party determines, in its sole discretion, that such action is necessary to avoid irreparable damage or to preserve the status quo, provided that the Parties will continue to participate in good faith in the procedures specified in Exhibit C hereto; and provided further that nothing in this Section 23.1 shall be construed to limit or restrict a Party’s rights under Section 50.2. Other than OCOG Indemnified Parties and the City Indemnified Parties, no person or entity who is not a party to this Agreement shall be bound by this Section 23.1.1.

23.1.2 Waiver of Jury Trial. Each of the Parties hereto knowingly, voluntarily, and intentionally waives any and all rights to a trial by jury in respect of any Causes of Action (as defined in Section 31.1.3) based hereon, or arising out of, under, or in connection with, this Agreement or any of the transactions contemplated hereby. Each of the Parties hereto acknowledges and agrees that it has received full and sufficient consideration for this Section 23.2.2, which is a material inducement for the other Party entering into this Agreement.

23.2. Injunctive Relief. The City acknowledges that Olympic- and Paralympic-related marks (including designation(s), logo(s) and any other Olympic- and Paralympic-related intellectual property) possess special, unique and extraordinary characteristics that may make difficult the assessment of monetary damages that would be sustained as a result of the of the City’s unauthorized use or misappropriation thereof. The City recognizes that irreparable injury would be suffered by the OCOG and/or the IOC in the event of the City’s unauthorized use or misappropriation of Olympic

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or Paralympic-related marks, and therefore agrees that, notwithstanding the OCOG’s and IOC’s right to exercise any available remedy, in such event the OCOG and/or IOC shall have the right to obtain from any court of competent jurisdiction, injunctive and other equitable relief as appropriate.

If the OCOG and/or IOC seeks injunctive or other equitable relief in the event of a breach or threatened breach of this Agreement by the City involving unauthorized use of Olympic- or Paralympic-related marks (including the designation(s), logo(s) and any other Olympic- and Paralympic-related intellectual property), the City shall not allege in any such proceeding that the OCOG’s and/or IOC’s remedy at law is inadequate. If the OCOG and/or IOC seeks any equitable remedies (including injunctive relief), it shall not be precluded or prevented from seeking remedies at law, nor shall the OCOG and/or IOC be deemed to have made an election of remedies.

23.3. The City hereby expressly waives the application of any legal provision under which the City may claim immunity against any lawsuit, arbitration, or other legal action which is initiated by the OCOG Indemnified Parties (as defined in Section 24.1). Such waiver shall apply not only to the jurisdiction but also to the recognition and enforcement of any judgment, decision, or arbitral award.

Section 24. Indemnification.

24.1. Indemnities by the City. The City shall indemnify, defend and hold harmless OCOG, the other Olympic Parties, the City of LA, the State of California, and each of their respective Representatives (collectively, the “OCOG Indemnified Parties”) from and against any and all claims incurred by any OCOG Indemnified Party in connection with, arising out of, or resulting from (a) any grossly negligent act or omission or willful misconduct by City Indemnified Parties in connection with this Agreement, (b) any breach of any of the City’s representations, warranties or covenants under this Agreement, (c) any defect in the structure, design or layout of the public service, (d) any claim that relates to the negligent performance of any public services by the City or its Representatives, or (e) any claim by any sponsor (including any naming rights sponsor), advertiser, concessionaire, or customer, contractor or licensee of the City or any of its Affiliates; provided that the foregoing indemnification provisions shall not apply to the extent that any claim arises out of or results from any negligent act or omission of OCOG or any of its Representatives.

The indemnification obligations of the City under this Section 24.1 shall survive any expiration or earlier termination of this Agreement.

24.2. Indemnities by the OCOG. The OCOG shall indemnify and hold harmless the City and each of its respective Representatives (collectively, the “City Indemnified Parties”) from and against any and all claims incurred by the City Indemnified Parties in connection with, arising out of, or resulting from (a) any grossly negligent act or omission or willful conduct by OCOG Indemnified Parties in connection with this Agreement, or (b) any breach of the OCOG’s representations, warranties or covenants under this Agreement; provided that the foregoing indemnification provisions shall not apply to the extent that any claim arises out of or results from any negligent act or omission of City or any of its Representatives. The indemnification obligations of the OCOG under this Section 24.2 shall survive any expiration or earlier termination of this Agreement.

24.3. Duty to Mitigate. Any Person that has incurred Indemnifiable Claims that are subject to the indemnification obligations of Sections 24.1 or 24.2 shall take all commercially reasonable steps to mitigate damages in respect of such Indemnifiable Claims in any manner that it deems reasonably appropriate, and the costs of such mitigation shall constitute Indemnifiable Claims.

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Section 25. Termination.

25.1. OCOG’s Termination Right. This Agreement may be terminated by OCOG without penalty or other liability, at any time, by providing at least thirty (30) days’ prior written notice to the City, (a) for any or no reason up until the date that is one (1) year prior to the commencement date of the Games Period, in OCOG’s sole and exclusive discretion; or (b) pursuant to the terms of Section

22.2 and Section 40.

25.2. Effect of Termination. From and after any termination of this Agreement in accordance with its terms, all rights, covenants and obligations of performance by the Parties (except for those rights and obligations that are expressly stated to survive termination, including those contained in Sections 24.1, 24.2, 33, and Exhibit C) shall immediately terminate; provided that no termination of this Agreement shall alter any of the claims of either Party for any breach of this Agreement occurring prior to such termination, and the obligations of the Parties with respect to such breaches (including those giving rise to such termination) shall survive such termination. Except as expressly set forth herein, neither Party shall be obligated to pay the other any cost, fee, premium or penalty as a result of any termination of this Agreement.

Section 26. General Provisions.

26.1. Sustainability and Social Responsibility.

26.1.1 The City hereby acknowledges that it is the goal of OCOG, the IOC, and the IPC to encourage and support a responsible concern for environmental issues, to promote sustainable development and operation in sport and to require that the 2028 Games be conducted in a manner consistent with these values. To that end, the City agrees to cooperate with, and to cause all of the City’s Representatives to cooperate with, OCOG in its efforts to achieve the foregoing values, including by (i) engaging in reasonable efforts to reduce waste, increase energy efficiency, minimize pollution, and conserve water and other resources, and (ii) any other reasonable sustainable sourcing guidelines, energy policies or environmental policies, including OCOG’s Impact & Sustainability Policy and Plan, communicated by OCOG until expiration or earlier termination of this Agreement.

The City shall also reasonably cooperate with OCOG in reporting any data or other metrics related to its sustainability measures and the Games’ impact to OCOG for OCOG’s internal research, recordkeeping and public reporting purposes.

26.1.2 OCOG is committed to delivering an inclusive and socially responsible 2028 Games experience for all athletes, fans, partners, and the surrounding community. The OCOG prioritizes diversity and inclusion in the conduct of its business at all levels of its organization and also enforces a policy of zero-tolerance for harassment, discrimination, or racism. To that end, the City agrees to comply with all Applicable Laws prohibiting discrimination and harassment in the workplace and the conduct of its business and to engage in reasonable efforts to adopt similar policies of inclusion, anti-racism and human rights as those embraced by OCOG.

26.1.3 In its performance of this Agreement, the City shall not, and shall use its best efforts to cause its Representatives and Personnel not to, (a) discriminate or permit discrimination against any Person because of race, creed, color, religion, national origin, gender, age, military status, sexual orientation, marital status or physical or mental disability; or (b) refuse to hire or promote, or discharge or demote, or discriminate in matters of compensation against any Person otherwise qualified, solely because of that Person’s race,

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creed, color, religion, national origin, gender, age, military status, sexual orientation, marital status or physical or mental disability.

26.1.4 In fulfillment of Section 7.2 of the Host City Contract, which Host City Contract includes the financial responsibilities of the Host City, the Host NOC (as defined in the Host City Contract – Principles) and the OCOG, the OCOG has entered into a Youth Sports Partnership Agreement with the Host City. The OCOG will not enter into any such youth sports partnership, or any comparable partnership, with any other cities (except for the Host City) that will be hosting one or more 2028 Games related events.

Section 27. Postponement or Cancellation of the 2028 Games.

27.1. Postponement or Cancellation of the 2028 Games. Notwithstanding anything to the contrary herein, in the event the 2028 Games are rescheduled, postponed, cancelled, or relocated outside of the City of LA, or any venue in the City of Long Beach is removed from the OCOG’s Venue Plan due to a decision by OCOG, the IOC, the IPC, and the USOPC, OCOG shall provide prompt written notice thereof to the City. Upon the City’s receipt of such notice that the 2028 Games have been rescheduled or postponed to a new date occurring on or prior to December 31, 2029 (the “Adjusted Games Dates”), the Parties shall: (a) to the extent reasonably possible, proportionately adjust the dates of performance and any other terms and conditions of this Agreement to align with the Adjusted Games Dates; and (b) engage in reasonable efforts to mitigate any associated harm to OCOG, the City, the City of LA and the State of California, to the extent reasonably possible, including by taking reasonable corrective measures. Notwithstanding the foregoing, in the event that the Adjusted Games Dates cover at least part of the former Games Period, the guarantee previously provided by the City for that part of the former Games Period shall nevertheless be upheld by the City, unless otherwise excused in writing by OCOG. The Parties shall document all revised terms for the Adjusted Games Dates by way of written amendment to this Agreement pursuant to Section 36, and this Agreement, as amended, shall continue in full and force effect to apply to the Adjusted Games Dates. In the event that the 2028 Games are postponed until after January 1, 2030, cancelled in their entirety or relocated outside of the City of LA, OCOG shall provide prompt written notice thereof to the City, and this Agreement shall be terminated without penalty as of the date of notice, without further liability to either Party, except OCOG shall receive a refund of all monies paid in advance for any benefits not received due to such termination.

Section 28. Cooperation; Further Assurances. The Parties acknowledge that the success of the 2028 Games requires cooperation of the Parties at all times and that each Party shall use its best efforts to keep the other fully informed in a timely manner as to the progress of their plans and activities, any particular difficulties and issues encountered by them, any changes in plans and any other information that might affect the obligations of the other Party under this Agreement. Each Party agrees to, with reasonable diligence, do all such things, provide all such assurances and assistance and execute and deliver such other documents or instruments as may be reasonably required to give effect to the terms and purpose of this Agreement and to carry out its provisions.

Section 29. Authority of City. The City hereby represents, warrants and covenants to OCOG that, as of the Effective Date and at all times during the Term: (a) it has and will continue to have all necessary power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution of this Agreement by it and the performance by it of its obligations hereunder have been duly authorized by all necessary action; (c) any governmental or third party consents or approvals necessary for the due and valid execution, delivery and performance by the City of this Agreement have been obtained and are and will continue to be in full force and effect; (d) this Agreement has been duly executed and delivered by the City and is and will continue to be

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a valid and binding obligation of the City, enforceable against it in accordance with its terms, subject to bankruptcy and similar laws of general application relating to or affecting creditors’ rights and to general equity principles; and (f) the execution, delivery and performance of this Agreement will not result in the breach of or default under (or with notice or passage of time would constitute a breach of or default under) any agreement, understanding or contract with any Person.

Section 30. Notices. All notices, requests, consents and demands shall be given to or made upon the Parties at their respective addresses set forth on Exhibit A (Notice Information), or at such other address as either Party may designate in writing delivered to the other Party in accordance with this Section 30. Unless otherwise agreed in this Agreement, all notices, requests, consents and demands shall be given or made by personal delivery, by confirmed air courier, by electronic mail, or by certified first-class mail, return receipt requested, postage prepaid, to the Party addressed as aforesaid. If sent by confirmed air courier, such notice shall be deemed to be given upon the earlier to occur of (a) the date upon which it is actually received by the addressee and (b) the business day upon which delivery is made at such address as confirmed by the air courier (or if the date of such confirmed delivery is not a business day, the next succeeding business day). If mailed, such notice shall be deemed to be given upon the earlier to occur of (x) the date upon which it is actually received by the addressee and (y) the second business day following the date upon which it is deposited in a first-class postage-prepaid envelope in the United States mail addressed as aforesaid.

If given by electronic mail, such notice shall be deemed to be given upon the date it is delivered to the addressee by electronic mail, regardless of whether any subsequent copy is sent or received.

Section 31. Relationship of Parties. Each of OCOG and the City shall be solely responsible for its own duties and obligations under this Agreement and shall be deemed to be an independent contractor contracting at arms’ length with the other Party. Neither the City nor OCOG shall be deemed to have guaranteed performance by, or to be jointly liable, for the obligations of the other Party under this Agreement or otherwise (except as and to the extent expressly agreed by both Parties in a separate writing). Nothing contained in this Agreement shall (a) be deemed to create any agency, partnership or other similar relationship between the Parties; and (b) authorize or permit either Party to represent or otherwise hold out itself or any of its Representatives to be an agent, employee or partner of the other Party.

31.1. No Obligations for Unrelated Parties. It is expressly understood and agreed by the City that:

31.1.1 None of the City of Los Angeles, the State of California, the IOC, the IPC, the USOPC, the USOPP or any of their respective Representatives, nor any Representative of OCOG (all of the foregoing, collectively, “Unrelated Parties”) shall incur any financial responsibility or liability of any kind or nature whatsoever in connection with or arising out of this Agreement or any subsequent agreement between the Parties relating to the subject matter hereof;

31.1.2 Without limiting the foregoing, neither OCOG nor the City shall be deemed to be an agency, instrumentality, joint venture, or agent of any Unrelated Party; and

31.1.3 The City, for itself and its successors and assigns, hereby irrevocably waives and releases, and hereby agrees and covenants to refrain from bringing or causing to be brought, any claims, demands, action, suits or other proceedings, whether at law or in equity, or whether before a court, arbitration panel, agency board or other body, against any Unrelated Party on account of any and all rights, demands, damages, claims, actions, causes of action, duties or breaches of duty, known or unknown, existing, pending, accrued or unaccrued (each, a “Cause of Action”), that the City has, claims to have or may have against any

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Unrelated Party, to the extent any such Cause of Action arises from or relates to this Agreement.

31.1.4 The City acknowledges and agrees that it has no right of recovery of any kind against the USOPC, the USOPP, and the IOC or any of their Representatives under this Agreement, and that the sole and exclusive recourse or remedy by the City for any Cause of Action under this Agreement shall be against the assets of OCOG only. The USOPC, the USOPP, and the IOC shall be a third-party beneficiary of this Section 31 with full rights of enforcement thereof.

31.1.5 The provisions of this Section 31.1 shall survive any expiration or earlier termination of this Agreement.

Section 32. Compliance with Laws. During the Term, the City and OCOG shall each comply with, and shall each cause their respective Representatives to comply with, all applicable laws, including all federal, state, local and municipal laws, statutes, ordinances, orders, decrees, regulations, permits, guidance documents, policies and other requirements of governmental authorities, including but not limited to, environmental laws and any laws regarding health and safety, labor and employment, wage and hours and licensing laws which affect employees (collectively, “Applicable Law”), in each case, to the extent relating to this Agreement. The City and OCOG hereby agree to promptly disclose in writing to the other Party any information obtained by the City or OCOG, as applicable, relating to any actual, potential or alleged non-compliance by the City or OCOG, as applicable, or any of its Representatives, with any Applicable Law.

Section 33. Confidentiality. While recognizing that documents provided to the City are generally public documents subject to the California Public Records Act, OCOG may on its own initiative and its own expense seek recourse of the courts to prevent the release of documents or information that it deems confidential and not subject to public disclosure. Without limiting the foregoing, (i) the City shall not discuss the terms of this Agreement or the planned use of the City’s venues for the Games with any member of the media without the prior written consent of OCOG, and (ii) neither party shall issue any press release or make any other public statement concerning the terms of this Agreement without the prior written consent of the other party; provided that nothing in this Section 33 shall be deemed to prevent OCOG from making any statement regarding its intended use of the City’s venues as part of the 2028 Games; and provided, further, that nothing in this Section 33 shall restrict the City in its capacity as a governmental authority, including in connection with any public hearings, meetings, testimony, or written or oral reports necessary for the approval or administration of this Agreement. The provisions of this Section 33 shall survive any termination of this Agreement for a period of five (5) years.

Section 34. Retention of Records and Inspection. The Parties shall maintain all records, including records of financial transactions, pertaining to the performance of this Agreement, in accordance with its normal and customary business practices; provided, however, these records shall be retained during the Term and for a period of three (3) years following the expiration of the Term (or with respect to OCOG, until such time as OCOG is dissolved) (“Record Retention Period”).

Said records shall be subject to examination and audit by authorized Representatives of the Parties during the Record Retention Period upon reasonable prior notice to the other Party. The provisions of this Section 34 shall survive any expiration or earlier termination of this Agreement.

Section 35. Assignment and Delegation. The City may not assign or in any manner transfer any of its rights or delegate any of its obligations under this Agreement without prior written notice to OCOG.

The City may delegate any of its obligations to any operator or manager of the City Services upon

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Packet Pg. 766 Attachment: City of Long Beach Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) Games Agreement, Page 22
prior written notice to, and the prior approval of, OCOG; provided, no such delegation shall relieve the City of its obligations under this Agreement. OCOG may freely assign any of its rights and may delegate any of its obligations to any other assignee of, or successor to, all or part of the business of OCOG, including the IOC and IPC upon completion of the 2028 Games. Subject to the limitation set forth in the first sentence of this Section 35, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

Section 36. Amendment; Waiver. Subject to written approval by the IOC, the terms and provisions of this Agreement shall be binding upon the Parties and may not be amended, modified, or waived, except by an instrument in writing signed by each of the Parties. No action or inaction by either Party shall be deemed to constitute a waiver by such Party of any compliance by the other Party with any representation, warranty or covenant contained in this Agreement. Neither the waiver by any Party of a breach of or default under any of the provisions of this Agreement, nor the failure of any Party to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder shall thereafter be construed as a waiver of any subsequent breach or default or as a waiver of any other provisions, rights or privileges hereunder. No failure or delay on the part of any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof.

Section 37. Headings. The Section and Exhibit headings herein are for convenience and reference only, and in no way define or limit the scope and content of this Agreement or in any way affect its provisions.

Section 38. Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, whether written or oral, with respect thereto (including, for the avoidance of doubt, the Venue Guarantee).

Section 39. Non-Recourse. No obligation of the OCOG or the City under this Agreement constitutes an obligation of, and no recourse, claims, actions, rights to sue, or other remedies shall be had against, any trustee, director, officer, employee, volunteer, agent, consultant, member, attorney, representative, or independent contractor of the OCOG or the City for any obligations arising out of this Agreement. No trustee, director, officer, employee, volunteer, agent, consultant, member, attorney, representative, or independent contractor of the OCOG or the City shall have any personal liability or obligation for any act or omission of the OCOG or the City, whether arising out of this Agreement or otherwise in connection with any of the transactions contemplated hereby or thereby or any other matter related to the 2028 Games.

Section 40. IOC Approval Required. This Agreement and terms hereof shall be subject to approval by the IOC (“IOC Approval”). The City acknowledges that OCOG shall seek IOC Approval. The City shall use its best efforts to cooperate with and support OCOG in obtaining IOC Approval.

Notwithstanding anything to the contrary in this Agreement, the City shall not be entitled to revoke or otherwise withdraw any of its offers or potential obligations under this Agreement prior to (or after) the receipt of IOC Approval. In the event IOC Approval is not obtained for any reason within 12 months of the date this Agreement is executed, this Agreement shall automatically terminate, unless otherwise agreed between the Parties in writing.

Section 41. Primacy of the IOC Requirements. Notwithstanding anything to the contrary set forth in this Agreement, to the extent any term or provision of this Agreement conflicts, or is inconsistent, with any IOC Requirement, such IOC Requirement will govern and control. In the event such IOC Requirement would result in a substantial adverse fiscal impact on the City that significantly and disproportionately differs from fiscal impacts resulting from prior special events held in the City,

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then the Parties shall work in good faith to seek to modify such IOC Requirement(s); provided that if the IOC does not agree to modify such IOC Requirement, such costs shall be borne by the OCOG.

In accordance with the IOC Requirements, the City specifically agrees to abide by the terms of the additional IOC covenants set forth on Exhibit D (Additional IOC Covenants). “IOC Requirement” means, collectively, the Olympic Charter and the Host City Contract, each as amended, supplemented or otherwise modified from time to time.

Section 42. Olympic Charter and Host City Contract. The City agrees to respect the Olympic Charter and that it will take all necessary measures when practical in order that the City of Los Angeles and the OCOG fulfill completely their obligations under the Host City Contract and other relevant agreements with the IOC.

Section 43. Severability. Upon execution by the Parties, each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by Applicable Law. If any term or provision of this Agreement, or the application thereof to any Person or circumstance, shall be held invalid or unenforceable to any extent in any jurisdiction, then, as to such jurisdiction, the remainder of this Agreement (including the application of such term or provision to Persons or circumstances other than those as to which such term or provision is held invalid or unenforceable in such jurisdiction) shall not be affected thereby. Any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

To the extent permitted by Applicable Law, the Parties to this Agreement hereby waive any provision of any Applicable Law that renders any provision of this Agreement unenforceable in any respect.

Section 44. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Any counterpart or other signature delivered by .pdf or other electronic transmission (including DocuSign) shall be deemed for all purposes as being good and valid execution of this Agreement by the applicable Party.

Section 45. No Third Party Beneficiary. Except as expressly provided herein, no third party is intended to be, or shall be deemed to be, a beneficiary of any provision of this Agreement.

Section 46. Governing Law. This Agreement shall be construed in accordance with, and governed by the substantive laws of, the State of California, without reference to principles governing choice or conflicts of laws. This Agreement will be interpreted without reference to any law, rule, or custom construing this Agreement against the Party which drafted this Agreement.

Section 47. Time of the Essence. With respect to all dates and time periods in or referred to in this Agreement, time is of the essence.

Section 48. Cumulative Rights. Except as expressly set forth in this Agreement, the rights and remedies provided by this Agreement are cumulative and are in addition to any other rights the Parties may have by law, or otherwise, and the use of any one right or remedy by any Party shall not preclude or waive its right to use any or all other remedies.

Section 49. Right to Enforce Strictly; Specific Performance.

49.1. Right to Enforce Strictly. Notwithstanding any law, usage or custom to the contrary, the City and OCOG shall at all times have the right to enforce each of the provisions of this Agreement in strict accordance with its terms. If, at any time, the City or OCOG (as the case may be) fails to enforce, or otherwise elects not to enforce, any provision of this Agreement or any right or remedy of the

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City or OCOG (as the case may be) with respect thereto strictly in accordance with its terms, such failure or election shall not constitute, and shall not be construed as creating, any custom or course of dealing in any way or manner contrary to any provision of this Agreement or as having in any way or manner modified the same.

49.2. Specific Performance. It is acknowledged and agreed that OCOG will suffer immediate and irreparable harm in the event of a breach or attempted or threatened breach of this Agreement by the City of any of the City’s obligations hereunder and that OCOG will not have an adequate remedy at law. Accordingly, the City hereby acknowledges and agrees that OCOG shall, in addition to the remedies set forth herein and any other remedy available to OCOG at law or in equity, be entitled to temporary, preliminary and permanent injunctive relief and a decree for specific performance in the event of any such breach or threatened or attempted breach, without the necessity of showing any actual damage or irreparable harm or the posting of any bond or furnishing of any other security.

Section 50. Interpretation. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. Unless the context otherwise requires, the words “include,” “includes,” and “including” when used in this Agreement shall be deemed to be followed by the phrase, “without limitation.” Unless the context otherwise requires, references in this Agreement to Sections, Annexes, Exhibits, and Schedules shall be deemed to be references to Sections of, and Annexes, Exhibits and Schedules to this Agreement. Unless the context otherwise requires, the words “hereof,” “hereby,” and “herein,” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Section or provision of this Agreement. [The remainder of this page has intentionally been left blank; signature pages and exhibits follow]

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives and affixed as of the date of signature of the Parties:

CITY OF LONG BEACH
By: ___________________________
THOMAS B. MODICA, City Manager
by April Walker, Assistant City Manager
Date: __________________________
APPROVED AS TO FORM:

Richard Anthony, Principal Deputy City Attorney
__________________________
Date:

LOS ANGELES ORGANIZING COMMITTEE FOR THE OLYMPIC AND PARALYMPIC GAMES 2028
By: ___________________________

CASEY WASSERMAN
Chairperson
Date: _________________________

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Packet Pg. 770 Attachment: City of Long Beach Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) A-1
Games Agreement Exhibit A
Addresses for Notices

THE CITY OF LONG BEACH
Rex Richardson
Mayor
411 West Ocean Blvd., 11th Floor
Long Beach, CA 90802
Thomas B. Modica
City Manager
411 W. Ocean Blvd.

Long Beach, CA 90802
Dawn McIntosh
City Attorney
411 W. Ocean Blvd, 9th Floor
Long Beach, CA 90802

LOS ANGELES ORGANIZING COMMITTEE FOR THE OLYMPIC AND PARALYMPIC GAMES 2028
John Harper
Chief Operating Officer
10900 Wilshire Blvd.

Suite 700
Los Angeles, CA 90024
Tanja Olano
Chief Legal Officer
10900 Wilshire Blvd.

Suite 700
Los Angeles, CA 90024

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Packet Pg. 771 Attachment: City of Long Beach Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) B-1
Games Agreement Exhibit B
City Ad Space
Type Location Third Party Contract
(including Third Party Name,
Contact Information, and Contract
Term)
Street Light Pole
Banners Street Light Poles Citywide N/A
Privately
Operated Bus
Shelters
Citywide, excluding Long Beach Transit bus shelters
or the following sites: shelters in the vicinity of Cherry Avenue and Anaheim Street (all corners), in the
vicinity of Cherry Avenue and 68th Street, at the
Downtown Transit Mall, on First Street from Long
Beach Boulevard to Pacific Avenue, on Pine Avenue
from Shoreline Drive to 1st Street
Link to inventory:
https://docs.google.com/
spreadsheets/d/1UytJ4T7zFJPUr99tQV4lTjIKotlzsJ3J/
edit#gid=997642572
JC Deceaux
Francois Nion
[email protected]
213-608-0910
Guillermo Gonzalez
Guillermo.gonzalez@outfront
jcdeceaux.com
213-608-0872
Term ends: July 31, 2025
Link to agreement:
https://longbeach.legistar.com/
LegislationDetail.aspx?ID=
2573908&GUID=558D6AAFA27B-4A19-A755-560A8A0226B5
&Options=ID|Text|&Search=decaux
Bike Share
(Bikes and Bike
Hubs)
Citywide
Link to Bike and Hub Location Map:
https://www.longbeachbikeshare.com/
N/A
Freeway Digital
Billboard
North Lakewood Blvd. and 405 Freeway Privately owned and operated. City has limited space to utilize billboard
for City business.

Contact: Johnathan Garcia
([email protected],
(562) 570-6814)

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-2
Long Beach
Airport
Advertising
Program
Long Beach Airport
4100 Donald Douglas Dr.

Gate holds and baggage claim
N/A
Long Beach
Transit Bus
Shelters
Citywide Long Beach Transit Operated Bus Shelters N/A
City Hall, Park,
and Library
Digital Displays
City Hall, 411 W. Ocean Blvd (elevator digital
displays)
Houghton Park, Harding and Atlantic Ave. (digital
display)
Michelle Obama Library, 5870 Atlantic Ave. (digital
display)
Billie Jean King Main Library, 200 W. Broadway
(digital display)
N/A

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Packet Pg. 773 Attachment: City of Long Beach Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) C-1
Games Agreement Exhibit C
Dispute Resolution

1. Discussion Period and Amicable Settlement
In the event any Dispute is not resolved in the ordinary course of business, the Parties agree that, before any Party initiates binding arbitration, the Parties shall first engage in a good faith attempt to resolve the Dispute through an informal dispute resolution process set forth in this Section 1.

Any Party may provide written notice of the Dispute to the other Party describing in reasonable detail the nature of the Dispute (a “Dispute Notice”). Upon a Party’s receipt of a Dispute Notice, each Party shall appoint a Representative who shall have the authority to settle the Dispute. The Parties, through their Representatives, will then initiate good faith discussions to attempt to resolve the Dispute within forty-five (45) days of a Party’s receipt of the Dispute Notice. The meeting shall allow for a detailed presentation of each Party’s views on the issues and potential solutions to the Dispute. If possible, the meeting should result in an agreed upon course of action to resolve the Dispute. If an amicable resolution cannot be obtained after the initial meeting, then the matter shall be escalated, with attempted resolution sought between the relevant City General Manager, and the equivalent OCOG supervisor. In the event the Dispute cannot be resolved through good faith discussions within such forty-five (45) day period, or such further time period agreed to by the Parties, either or both Parties shall have the right to initiate binding arbitration in accordance with Section 2. Both Parties shall continue to perform any obligations under this Agreement during any Dispute.

2. Agreement to Arbitrate
The Parties hereby agree that if they, or their respective indemnitees, successors, assigns or legal representatives, as applicable, are unable to resolve any Dispute pursuant to Section 1, then such Dispute shall be resolved by final, binding arbitration conducted before a single, neutral arbitrator with the American Arbitration Association (“AAA”). The arbitration shall be conducted in accordance with the Agreement and the current rules of the AAA for Commercial Arbitration found at adr.org/Rules (the “AAA Rules”), which are incorporated herein by reference. The arbitration shall be conducted in English. If the amount at issue in any Dispute does not exceed $10,000, the arbitration shall be conducted solely on the basis of documents submitted by the Parties to the arbitrator, unless either Party requests a hearing or the arbitrator determines a hearing is necessary.

If the amount at issue in any Dispute exceeds $10,000, the Parties’ respective rights to a hearing shall be resolved through the AAA Rules. Either Party shall have the right to undertake direct and reasonable discovery in accordance with the AAA Rules and consistent with the expedited nature of arbitration.

3. Seat of the Arbitration and Governing Law
The seat of the arbitration shall be Los Angeles, California, unless otherwise agreed in writing by the Parties. The arbitrator shall be selected pursuant to the mutual agreement of the Parties, provided, if the Parties are unable to agree on an arbitrator, the arbitrator shall be appointed in accordance with the AAA Rules. The arbitrator shall have the authority to grant motions dispositive of all or any part of any claims or counterclaims. The arbitrator shall decide the issues submitted as arbitrator at law only and shall base any award, including any interim awards, upon the terms of this Agreement and the laws of the State of California.

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Packet Pg. 774 Attachment: City of Long Beach Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) C-2

4. Awards and Relief
Any judgment or award rendered by the arbitrator shall be final and binding and enforceable in any court of competent jurisdiction. All awards shall be in writing and shall state the reasoning upon which such award rests. The arbitrator is hereby expressly empowered to grant any remedy or relief not expressly prohibited by this Agreement and available under Applicable Law, including, but not limited to, specific performance and injunctive relief. In its award, the arbitrator may award reasonable attorneys’ fees and costs to the prevailing Party in the arbitration and otherwise apportion the costs of the arbitration between or among the arbitrating Parties in such a manner as it deems reasonable, taking into account the circumstances of the case, the conduct of such Parties during the proceedings and the result of the arbitration. Unless otherwise ordered by the arbitrator, each Party to the arbitration shall bear its own costs and expenses of the arbitration, and the fees and expenses of the arbitrator and of any expert or other assistance engaged by the arbitrator shall be borne by the Parties to the arbitration equally.

5. Confidentiality
The arbitrator and the American Arbitration Association shall treat all dispute resolution proceedings provided for herein, all related disclosures, and all decisions of the arbitrator as confidential, except (i) in connection with any judicial proceedings ancillary to the dispute resolution proceedings (such as a judicial challenge to, or enforcement of, the arbitral award), (ii) if and to the extent otherwise required by applicable law to protect any legal right of either Party, or (iii) if and to the extent otherwise agreed by the Parties.

6. Survival
The terms of this Exhibit C shall survive any expiration or earlier termination of this Agreement.

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Packet Pg. 775 Attachment: City of Long Beach Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) D-1
Games Agreement Exhibit D
Additional IOC Covenants
The City acknowledges, confirms and agrees that:

1. The City shall respect and abide by (i) the terms of the IOC Charter and the Host City Contract throughout the term of this Agreement, and (ii) any changes or amendments to the IOC Charter and/or the Host City Contract, subject to Section 41 of the Agreement;

2. All representations, warranties and covenants made by the City in this Agreement shall become a part of OCOG’s and the City of LA’s bid documents, and, together with any other commitments made by the City to the USOPC or to the IOC, either in writing or orally, shall be binding upon OCOG, the City of LA and the City;

3. The City shall take all the necessary measures to completely perform its obligations under this Agreement;

4. The City shall cooperate with, and to cause all of the City’s Representatives to cooperate with, OCOG, the IOC, and the IPC in their efforts to respect and promote the principles of equity, dignity and functionality of all persons with an impairment;

5. In connection with any public services, the City shall comply with, and shall cause all contractors, subcontractors and other service providers involved therewith, to acknowledge and agree to, the terms of Sections 21 and 26.1 of the Agreement;

6. Without the express written consent of OCOG and the City of LA, the City shall neither schedule nor hold any other important national or international meeting or event at any site owned or controlled by it during the Games or for one (1) week immediately before or after the Games;

7. OCOG shall have no responsibility, obligation or liability for or under any existing contractual commitments in respect of the City (other than this Agreement), including in relation to ticketing, hospitality, retailing and concessions (including food and beverage products), use of third party products and/or services, as well as rights of sponsorship, broadcasting, advertising, Signage, branding and commercial display within the City.

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Packet Pg. 776 Attachment: City of Long Beach Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) E
-1
Games Agreement Exhibit E
Venue Guarantee

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Packet Pg. 777 Attachment: City of Long Beach Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session)

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Packet Pg. 778 Attachment: City of Long Beach Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session)

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Packet Pg. 779 Attachment: City of Long Beach Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session)

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Packet Pg. 780 Attachment: City of Long Beach Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session)

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Packet Pg. 781 Attachment: City of Long Beach Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session)

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Packet Pg. 782 Attachment: City of Long Beach Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session)

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Packet Pg. 783 Attachment: City of Long Beach Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session)

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Packet Pg. 784 Attachment: City of Long Beach Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session)

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Packet Pg. 785 Attachment: City of Long Beach Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session)

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Packet Pg. 786 Attachment: City of Long Beach Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session)

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Packet Pg. 787 Attachment: City of Long Beach Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session)

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Packet Pg. 788 Attachment: City of Long Beach Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session)

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Packet Pg. 789 Attachment: City of Long Beach Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session)

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Packet Pg. 790 Attachment: City of Long Beach Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session)

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Packet Pg. 791 Attachment: City of Long Beach Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session)

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Packet Pg. 792 Attachment: City of Long Beach Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session)

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Packet Pg. 793 Attachment: City of Long Beach Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session)

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Packet Pg. 794 Attachment: City of Long Beach Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session)

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Packet Pg. 795 Attachment: City of Long Beach Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session)

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Packet Pg. 796 Attachment: City of Long Beach Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session)

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Packet Pg. 797 Attachment: City of Long Beach Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session)

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Packet Pg. 798 Attachment: City of Long Beach Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) New York | Atlanta | Dallas | Los Angeles | Raleigh | Washington DC Memorandum
To: Susan Cline, Assistant City Manager, City of Santa Monica Susan Cola, Assistant City Attorney, City of Santa Monica Melissa Spagnuolo, Community Partnerships Manager, City of Santa Monica From: HR&A Advisors, Inc.

Date: October 1, 2024
Re: Fiscal Impact Findings – Hosting Beach Volleyball for the 2028 Olympic Games Executive Summary
As a major international sporting event, many believe that hosting the Olympics represents a rare opportunity for cities to unlock significant benefits, while elevating their position on the world stage. Billions of dollars invested in new or upgraded facilities and infrastructure suggest the potential for global recognition, along with a substantial economic boost from international visitation. The Games can also generate an intense sense of local pride and enhance a city’s brand; while the world’s most talented athletes compete for gold and glory, so too does the host city have a chance to shine.

The City of Santa Monica (“the City”) is in discussions to host the beach volleyball events as part of the 2028 Olympic Games, negotiating terms with the Los Angeles 2028 Olympic Organizing Committee (LA28) and its partners. To inform its approach to negotiations with LA28, the City of Santa Monica retained HR&A Advisors (HR&A), a real estate, economic development, and public policy consulting firm, to project the fiscal impacts to the City for hosting Olympic beach volleyball. This memorandum presents draft findings of HR&A’s analysis to date.

HR&A evaluated the potential net fiscal impact that the City would likely expect across two scenarios:
1) if Santa Monica hosts beach volleyball events (the “Event Scenario”), and 2) if Santa Monica does not host beach volleyball events (the “Non-Event Scenario”).

HR&A derived these projections from historic City of Santa Monica budget data, visitor spending reports, estimates for revenues and costs associated with hosting beach events, and insights from impact reports and analyses of major regional events and available data from recent Olympic precedents. While Santa Monica may receive the intangible benefits of hosting beach volleyball events (e.g., civic pride, brand enhancement, earned media etc.), our analysis narrowly focuses on the fiscal revenues and costs the City will face given its unique market, tax, and regulatory environments.

Should Santa Monica host Olympic beach volleyball, the City will utilize the beachfront adjacent to the famed Santa Monica Pier, providing the space for a temporary 12,000-seat venue. More than 30 ticketed events are likely to draw over 450,000 attendees to the city across a two-week span (July 14 – July 30, 2028).

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Packet Pg. 799 Attachment: 2028 Olympic Games Fiscal Impact Analysis for Santa Monica (HR&A) (6602 : 7.A. LA28 Games Agreement Study Session) CONFIDENTIAL – ATTORNEY-CLIENT PRIVILEGE
HR&A Advisors Inc. | Santa Monica 2028 Games Fiscal Impact | 2 However, Santa Monica is already successful at attracting tourists and visitors, with millions of tourists visiting every year. In particular, July is one of Santa Monica’s heaviest months for tourism and visitation. While Santa Monica hosts a significant number of daytrip and overnight visitors in a typical month, the potential fiscal impact from spending is significantly greater from overnight visitors. On average, overnight visitors spend between 3 – 10 times as much as a daytrip visitor, with much of that spending directed at overnight accommodations.

Regardless of whether Santa Monica hosts volleyball events on its Pier-adjacent beach, the City should expect a significant increase in visitation in July 2028. In fact, based on HR&A’s analysis, in either scenario, with the number of available hotel rooms and short-term rental options and typical Olympic travel patterns, Santa Monica’s overnight accommodations will reach maximum capacity. If overnight accommodations are at maximum capacity in each scenario, this means that the fiscal benefits from overnight visitors are effectively maximized regardless of whether Santa Monica hosts beach volleyball or not. Projections for visitation are detailed in Figure 1 below.

Figure 1: Estimated Visitation Summary During Olympic Events – Event vs. Non-Event Scenario1 Scenario Daytrip Visitors Overnight Visitors Total Visitors Event 642,000 59,0002 701,000
Non-Event 245,000 53,0002 298,000
Based on this visitation, along with historic visitor spending patterns in Santa Monica, HR&A prepared fiscal impact projections for two scenarios. Summarized in Figure 2 below, the City is projected to incur a net fiscal cost of approximately $1.45 million if it hosts Olympic beach volleyball. Meanwhile, in the Non-Event Scenario, the City stands to receive significant net fiscal benefits, totaling approximately $10.65 million, from increased visitation, with much lower City costs. Taken together, these findings suggest that choosing to host Olympic beach volleyball translates to a net loss of roughly $12.10 million to the City.3 These estimates also include longer-term revenues and costs from beach and parking rentals and parking revenue reimbursement, covering April – September 2028, accounting for the time that these areas will be used for staging and tear down. 1 This table summarizes the total visitors by category from Figure 4, later in the memo. 2 Visitors staying with friends and relatives drive the difference in overnight visitors. We approximate that Santa Monica can accommodate about 50,000 visitors during the Olympic period in hotel and short-term rental options at full capacity. 3 Stated another way, if Santa Monica hosts Olympic beach volleyball events, it will incur approximately $1.45 million in real cost. In addition, it will miss out on $10.65 million in projected net revenues in a scenario in which the City does not host. The additional $10.65 million represents the City’s opportunity cost of the potential revenues it could benefit from if it chooses not to host Olympic events.

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Packet Pg. 800 Attachment: 2028 Olympic Games Fiscal Impact Analysis for Santa Monica (HR&A) (6602 : 7.A. LA28 Games Agreement Study Session) CONFIDENTIAL – ATTORNEY-CLIENT PRIVILEGE
HR&A Advisors Inc. | Santa Monica 2028 Games Fiscal Impact | 3 Figure 2: Summary of Fiscal Impacts – Event vs. Non-Event Scenario ($2024) 4 Event Scenario Non-Event Scenario Incremental Impacts:

Hosting Events
Revenues $14,090,000 $11,300,000 $2,790,000
Costs ($15,540,000) ($650,000) ($14,890,000)
Net ($1,450,000) $10,650,000 ($12,100,000)
Key Caveats and Uncertainties
It is crucial to note several important caveats and areas of uncertainty in this analysis:

1. Reimbursement Conditions: Our projections assume that LA28 will reimburse the City for certain costs and lost revenues. However, these reimbursements are contingent on LA28 achieving a financial surplus after covering all operational costs and obligations for the City of Los Angeles, the University of California, Los Angeles (UCLA), the University of Southern California (USC), and other venue cities. If LA28 does not achieve this surplus, the City of Santa Monica may receive partial or no reimbursement.

2. Negotiation Outcomes: Final agreements with LA28 on revenue-sharing, reimbursements, facility use, and operational arrangements could significantly alter the fiscal impact.

3. Visitor Spending & Market Implications: Our analysis makes some baseline assumptions about visitor spending during the Olympics:
a. Our analysis assumes that Olympic visitor spending patterns will mirror the typical Santa Monica visitor. Visitors to Santa Monica spend more on average than other visitors to Los Angeles County; therefore, there is already a natural premium built into visitor spending averages. b. We assume maximum occupancy for overnight accommodation across Santa Monica is 95%. This assumption accounts for baseline vacancy, cancellations, staffing limitations, and an inability to turn over rooms fast enough to keep up with demand. In alignment with the point above, we assume hotel rates will match historic average hotel rates for July in Santa Monica. Rates in Santa Monica regularly outstrip average hotel rates across Los Angeles County and are at their peak in July. We do not consider the potential impact of hotel rate negotiations between LA28 and individual hoteliers.
c. We assume that short-term rental (“STR”) options like Airbnb will experience rate increases, based on preliminary projections from the 2024 Paris Olympics. 4 This table summarizes fiscal impact calculations from Figures 12 and 18.

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Packet Pg. 801 Attachment: 2028 Olympic Games Fiscal Impact Analysis for Santa Monica (HR&A) (6602 : 7.A. LA28 Games Agreement Study Session) CONFIDENTIAL – ATTORNEY-CLIENT PRIVILEGE
HR&A Advisors Inc. | Santa Monica 2028 Games Fiscal Impact | 4 d. As the Pier is a significant driver of economic activity in Santa Monica, our analysis assumes that the Pier will be fully operational. Should security requirements and/or operational challenges force business disruptions at the Pier, this will translate to a negative fiscal impact.

4. Point of Sale: We assume all event-related transactions will occur within Santa Monica city limits; therefore, the point of sale relevant for sales and use tax would apply for the benefit of the City. If the point of sale for LA28-related retail activity is established elsewhere (i.e., in the City of Los Angeles), it could significantly reduce projected tax revenues.

5. Unquantified Costs: Several potential costs are not included in our quantitative analysis due to current uncertainties:
a. Capital infrastructure improvements or new construction needed to host events b. Additional staff time and resources across various City departments leading up to the event c. Post-event site restoration and potential long-term infrastructure maintenance d. Opportunity costs of allocating City resources to the Olympics e. Potential environmental mitigation efforts

6. Foregone Revenue: The City may lose some revenue streams from regular beach-related activities that normally occur during the event period, which are not fully accounted for in this analysis.

7. Paralympics: In addition to the 2028 Olympic Games, the Los Angeles region will also play host to the Paralympic Games. Our study does not include estimates or impacts from the 2028 Paralympic Games since Santa Monica is not slated to host any Paralympic events.

8. Pre- and Post-Olympic Impacts: Our analysis does not account for potential impacts on visitor activity in the periods immediately before or after the Olympic period.

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Packet Pg. 802 Attachment: 2028 Olympic Games Fiscal Impact Analysis for Santa Monica (HR&A) (6602 : 7.A. LA28 Games Agreement Study Session) CONFIDENTIAL – ATTORNEY-CLIENT PRIVILEGE
HR&A Advisors Inc. | Santa Monica 2028 Games Fiscal Impact | 5 Project Description & Memo Purpose
At the request of City leadership, HR&A Advisors—a public policy, economic development, and real estate consulting firm—has conducted a fiscal impact analysis to understand whether it is advantageous for the City of Santa Monica to host beach volleyball events as part of the 2028 Olympics in Los Angeles. HR&A projected potential fiscal revenues and expenses associated with two different scenarios – one where Santa Monica hosts beach volleyball and another where it does not.

Methodology
To project the fiscal impacts of hosting Olympic beach volleyball events in Santa Monica, we developed methodologies for estimating both revenues and costs across two scenarios:

1. Event Scenario: Includes calculations for increased regional visitation from the broader 2028 Olympics and visitors who are specifically attending the Olympic beach volleyball events in Santa Monica.

2. Non-Event Scenario: Accounts for increased regional visitation due to the Olympics, but without any additional visitation from hosting events.

These methodologies rely on:
• City of Santa Monica budget data
• Visitor spending reports
• Estimates for revenues and costs associated with hosting beach events • Insights from reports and analyses of major regional events and Olympic precedents By considering multiple scenarios and visitor types, we aim to provide a thorough understanding of the potential fiscal implications for the City.

Visitor and Revenue Methodology
To estimate the fiscal revenues generated from hosting Olympic beach volleyball events, we focused on different visitor segments—daytrip visitors and overnight visitors—and assigned spending profiles based on their length of stay in Santa Monica.
5 Drawing from City visitation data, local event precedents, and analysis of previous Olympic events, we understand that daytrip and overnight visitors can fall into one of three identified visitor categories:

1. Regional visitors who are visiting the region for the Olympics and are drawn to Santa Monica as a high-profile destination in Los Angeles County: Santa Monica regularly captures a substantial portion of the County's regional visitation and hotel demand. Desirable locations like Santa Monica capture a 5 See Figures A.9-A.10, A.13, and A.18 in appendices for associated spending profiles.

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Packet Pg. 803 Attachment: 2028 Olympic Games Fiscal Impact Analysis for Santa Monica (HR&A) (6602 : 7.A. LA28 Games Agreement Study Session) CONFIDENTIAL – ATTORNEY-CLIENT PRIVILEGE
HR&A Advisors Inc. | Santa Monica 2028 Games Fiscal Impact | 6 substantial proportion of hotel demand from large sporting events, such as the Super Bowl, even when events are held in neighboring cities.6 Based on a 4% net annual visitor increase experienced during the 2012 Games in London, we can assume that Santa Monica will experience similar growth for both daytrip and overnight visitors.
7 2. Olympics visitors attending volleyball events: These visitors are traveling with a more targeted purpose, as they have specifically purchased tickets to attend Olympic beach volleyball events in Santa Monica. Per LA28 and the City of Santa Monica, there are 468,000 available tickets for beach volleyball events. Assuming a 98% ticket sale rate (similar to the London Olympics), with 85-87% sold to the public and the rest used for sponsors, stakeholders, and the "Olympic family," we estimate 398,000 unique ticket holders (See Figure A.1 in the Appendix for a more detailed breakdown). 8 Given the competition with
business and non-volleyball visitors, we assume that the proportion of volleyball ticket holders seeking overnight accommodations in Santa Monica would be similar to the city's typical capture rate of hotel demand across Los Angeles County: 3.9%.

3. Business visitors: Visitors who travel to Santa Monica regularly for work-related purposes, such as conferences, meetings, or client engagements. A survey during the London Olympics found that 58% of businesses reported changing their travel plans during the Games to avoid potential disruptions caused by the increased crowds and security measures.9 However, this also suggests that 42% of business visitors maintain their common travel patterns.

Between the three visitor types and two duration types (daytrip and overnight visitors) there are six visitor groups.

These groups were used to estimate the impacts of the Event and Non-Event Scenarios. Figure 3 provides a breakdown of the different visitor categories. Figure 4 highlights how those groups break down into discrete portions of the projected visitor population.
6 Heller & Stephenson 2020, How Does the Super Bowl Affect Host City Tourism? 7 London Tourism Report 2012/13 – London & Partners
8 Olympic family" is a term used to refer to the various stakeholders involved in the Olympic Games beyond the general public and local organizers. This group includes representatives from the government, as well as the International Olympic Committee (IOC), international sports federations, media personnel, athletes and their families, and individuals with VIP/premium ticket packages. 9 Impacts and Lessons from the London 2012 Olympic Games Travel Demand Management Program – an Independent View

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Packet Pg. 804 Attachment: 2028 Olympic Games Fiscal Impact Analysis for Santa Monica (HR&A) (6602 : 7.A. LA28 Games Agreement Study Session) CONFIDENTIAL – ATTORNEY-CLIENT PRIVILEGE
HR&A Advisors Inc. | Santa Monica 2028 Games Fiscal Impact | 7 Figure 3: Breakdown of Visitor Types to Santa Monica During the 2028 Olympics In the Non-Event Scenario, we expect that Santa Monica will capture its current share of regional visitation; however, it will not benefit from the additional visitation that would have resulted from hosting Olympic beach volleyball events.

In both scenarios, Olympic and non-Olympic visitor demand exceeds the likely supply for overnight options within the city. For visitors who are interested in staying in Santa Monica, but cannot find accommodations, we anticipate that they would still visit Santa Monica as daytrip visitors but would find accommodations in other parts of the County. We account for this behavior in Figure 4. For a detailed approach to calculating visitor numbers, see Figures A.1-A.8, A.14-A.16 in the Appendix.

We also include a small number of people who visit Santa Monica and stay with family or friends instead of seeking hotel or short-term rental accommodations. We count these individuals as overnight visitors, though they do not spend on overnight accommodations.

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Packet Pg. 805 Attachment: 2028 Olympic Games Fiscal Impact Analysis for Santa Monica (HR&A) (6602 : 7.A. LA28 Games Agreement Study Session) CONFIDENTIAL – ATTORNEY-CLIENT PRIVILEGE
HR&A Advisors Inc. | Santa Monica 2028 Games Fiscal Impact | 8 Figure 4: Total Visitors by Category
Traveler Type Non-Event Scenario Event Scenario
Daytrips – Business Traveler 40,000 40,000
Daytrips – Non-Volleyball Visitors 204,000 204,000
Daytrips – Volleyball Ticket Holder 0 381,000
Daytrips – Overnight Demand without Accommodations10 1,000 17,000 Total Daytrip Visitors 245,000 642,000
Overnight – Hotel & STR Visitors – Business Travelers 8,000 6,000 Overnight – Hotel & STR Visitors – Non-Volleyball Visitors 42,000 32,000 Overnight – Hotel & STR Visitors – Volleyball Ticket Holder 12,000 Total Overnight – Hotel & STR Visitors 50,000 50,000
Overnight – Friends & Family Visitors – Non-Volleyball Visitors 3,000 3,000 Overnight – Friends & Family Visitors – Volleyball Visitors 6,000 Total Overnight – Friends & Family Visitors 3,000 9,000 Total Overnight Visitors 11 53,000 59,000
Total Visitors 298,000 701,000
In projecting likely visitation sizes across these groups, we attach spending profiles to each visitor type, projecting estimated visitor spending and the subsequent fiscal revenues. These spending profiles are detailed in Figures A.9-A.10, A.13, and A.18 in the Appendix. We used the City’s current tax rate for sales and use tax, transient occupancy tax, and parking facilities tax and multiplied these rates against projected spending to ascertain fiscal revenues. All revenue projections are presented in 2024 dollars.

Our team reviewed additional data from previous Olympics to consider whether we should treat Olympic visitors as categorically different than the traditional Santa Monica visitor and we found conflicting evidence. While some data indicates that gross spending per visitor increases, those increases can likely be attributed to longer visitor stays. Our analysis has incorporated an assumption that Olympic visitors stay longer than the typical Santa Monica visitor and, as a result, gross spending per visitor increases. In addition, Santa Monica’s per visitor 10 Visitors who want to stay in Santa Monica but cannot find accommodation in either hotels or STRs will still choose to visit as daytrip visitors. 11 In both the Event and Non-Event scenarios, Hotel and Airbnb demand exceeds supply. The difference in the overnight visitors between the two scenarios comes from additional volleyball ticket holders who stay with friends and relatives, as commercial accommodations are at capacity.

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Packet Pg. 806 Attachment: 2028 Olympic Games Fiscal Impact Analysis for Santa Monica (HR&A) (6602 : 7.A. LA28 Games Agreement Study Session) CONFIDENTIAL – ATTORNEY-CLIENT PRIVILEGE
HR&A Advisors Inc. | Santa Monica 2028 Games Fiscal Impact | 9 spending already represents a premium within Los Angeles County. For example, based on historic data, Santa Monica's average daily rate for a hotel room in July is $382, compared to $196 for Los Angeles County as a whole, suggesting that the average Santa Monica visitor is already paying a premium relative to other locales (hotel spending represents over 50% of spending for overnight visitors).

Cost Estimation Methodology
To estimate the fiscal costs associated with hosting Olympic beach volleyball events, we calculated per-person, per-day cost estimates for each expense category drawing from the adopted FY 2023-2024 budget, including fire, police, transportation management, beach maintenance, and pier management. We assumed an average daily population comprising a weighted estimate of the number of residents, workers, daytrip visitors, and overnight visitors inhabiting the city. We assigned weights to each group based on their expected impact on City expenses:
residents and overnight visitors carry a larger share than workers and daytrip visitors. Altogether, these informed estimates for the number of “person-equivalents” who inhabit Santa Monica on any given day during the Olympic events. The weights and associated calculations are detailed in Figure A.20 in the Appendix.

Using these weighted per-person, per-day cost estimates, we calculated an estimated increase in baseline expenses. For both the Event and Non-Event Scenarios, we adjusted the number of overnight and daytrip visitors to align with the estimations described in the above sections.

In addition to increases in baseline costs, for the Event Scenario, we estimated the costs specific to hosting Olympics beach volleyball events. Drawing from data assembled by the City to evaluate the fiscal impact of the Twilight Concert Series (“TCS”) in 2017, we calculated the per-attendee and per-event costs for various categories, including police, fire, transportation & traffic management, beach maintenance, pier management, and waste management.

The Twilight Concert Series, an annual summer live music and performance showcase on the Santa Monica Pier, provides a useful baseline for estimating event-specific costs. For decades, the popular community event has drawn tens of thousands of visitors to the Pier and oceanfront, occupying one of the most popular visitor attractions in Santa Monica. However, with such dense visitation, the City incurs significant costs to deploy critical services to keep event spaces safe and clean. Olympic beach volleyball events will similarly attract substantial visitation to the Pier and oceanfront and require significant City services to operate safely and effectively.

Still, it is important to acknowledge the key differences between the Twilight Concert Series and Olympic beach volleyball. The Olympics will occur over a longer period (16 days vs. 6), attract a larger number of gross event attendees, and likely capture visitors from the broader regional activities associated with the Olympics. In this sense, the Olympics will likely present a different type of strain on City services which may not translate to a linear increase in projected costs. Despite these differences, we believe the TCS remains a reasonable starting point for estimating event costs. With more event-specific information, and as adjustments are made to account for the unique characteristics of the Olympic beach volleyball events, these projections can be refined.

By combining the (1) baseline City expenses for visitors, (2) incremental increases to baseline expenses from increased visitation, and (3) event-specific costs, we estimate the fiscal costs associated with hosting the Olympic beach volleyball events in Santa Monica. All cost projections are presented in 2024 dollars. This relationship is described in Figure 5 below.

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Packet Pg. 807 Attachment: 2028 Olympic Games Fiscal Impact Analysis for Santa Monica (HR&A) (6602 : 7.A. LA28 Games Agreement Study Session) CONFIDENTIAL – ATTORNEY-CLIENT PRIVILEGE
HR&A Advisors Inc. | Santa Monica 2028 Games Fiscal Impact | 10 Figure 5: Breakdown of Expense Categories for the 2028 Olympics Other Costs
While our analysis aims to be comprehensive, there are several relevant costs we have not included in our calculations either due to (1) data/information limitations or (2) uncertain terms that are yet to be negotiated. For example, our analysis primarily focuses on operational costs and does not include the capital infrastructure costs necessary to prepare for, host, or repair after Olympic beach volleyball events. At this stage, venue construction and other capital improvement costs are not fully known. Some key costs not included in our analysis are:

1. Capital Infrastructure Costs: Any significant infrastructure improvements or new construction required for hosting the events are not factored into our calculations. These could include:
a. Temporary venue construction or modifications
b. Upgrades to existing facilities to meet Olympic standards c. Improvements to transportation infrastructure
d. Technology and communication system enhancements

2. Additional Department-Specific Staff Time and Resources, including:
a. City Manager's Office
b. City Council
c. Information Services
d. Library Services

3. Event Preparation and Programming

4. Post-Event Costs
In addition to these specific cost categories, there may be other indirect or intangible costs that are difficult to quantify but should be considered, such as the opportunity cost of allocating City resources and staff time to

rew from event costs associated
with the Twili ht Concert Series,
and e trapolated based the
number of events and attendees
Calculated the baseline cost per
day, per person and multiplied
by the total estimated visitors
durin the lympic ames.
tili ed the bud et
with calculations for wei hted
per day, per person costs

Net Cost
of Hostin

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Packet Pg. 808 Attachment: 2028 Olympic Games Fiscal Impact Analysis for Santa Monica (HR&A) (6602 : 7.A. LA28 Games Agreement Study Session) CONFIDENTIAL – ATTORNEY-CLIENT PRIVILEGE
HR&A Advisors Inc. | Santa Monica 2028 Games Fiscal Impact | 11 hosting the Olympics rather than focusing on other City priorities, the potential quality-of-life impacts to Santa Monica residents during the Olympics, and longer-term infrastructure maintenance or repairs that may arise as a result of hosting events. While they are not quantified here, the City should consider how these additional costs factor into the broader picture associated with hosting Olympic events.

Limitations and Exclusions of the Analysis
It is critical to acknowledge that this fiscal impact analysis delivers projections based on historic visitor behavior in Santa Monica, recent regional event precedents, and Olympic event precedents in other international cities. As forward-looking projections without clarity on many terms relating to revenue, cost-sharing, and/or reimbursement from LA28 or its partners, this analysis has natural limitations. At this stage, our analysis does not account for the potential cost reimbursement inside or outside of the venue. These reimbursements could offset some of the expenses incurred by the City, but with negotiations ongoing, it is unclear who will bear these costs.

Similarly, it is unclear whether security protocols around the venue will cause disruptions to local businesses, namely, the businesses located on the Santa Monica Pier. Our analysis assumes that Pier businesses will continue to operate under normal conditions during the Olympic period. Should they be forced to close, the City would experience a significant and negative fiscal impact.

Also, this analysis does not account for the revenue generated or costs incurred from renting out City facilities for Olympic activities outside of the beach volleyball events (e.g., use of recreation, school, aquatic facilities for training). Since LA28 and the City are likely to negotiate facility use as part of a separate agreement, we have chosen not to include it in this analysis.

Additionally, the analysis does not consider the potential impact of individual hotel rate negotiations between LA28 and individual hoteliers. We are assuming that rates will be held at levels consistent with historic Santa Monica hotel performance in July (already representing a significant premium over Los Angeles County rates).

This assumption does not apply to short-term options such as STR, for which we anticipate a significant average rate increase. We do not anticipate LA28 negotiating rates for short-term rental options; therefore, such shortterm rental accommodations are likely to experience significant rate increases. We use projected rate increases for STR options in Paris for the 2024 Olympics as an assumption for likely rate increases in Santa Monica.

Furthermore, this analysis does not account for potential impacts in the periods immediately before and after the Olympics. These impacts could include disruptions from event setup and tear-down activities, which may affect local businesses and traffic patterns. Additionally, the analysis does not consider potential fluctuations in regular tourism patterns, such as possible depressions in visitor numbers leading up to the Games. For example, during the Paris Olympics, attendance at the Louvre dropped by 45% in the two weeks prior to the Olympic Opening

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Packet Pg. 809 Attachment: 2028 Olympic Games Fiscal Impact Analysis for Santa Monica (HR&A) (6602 : 7.A. LA28 Games Agreement Study Session) CONFIDENTIAL – ATTORNEY-CLIENT PRIVILEGE
HR&A Advisors Inc. | Santa Monica 2028 Games Fiscal Impact | 12 Ceremonies.12 These factors could have notable effects on the local economy and municipal operations outside the specific timeframe of the Olympic events.

Finally, this study does not include the impacts of other events affiliated with the 2028 Olympics, which may take place in Santa Monica. At this stage, those events are unknown, and therefore, it is difficult to understand the associated fiscal impacts. Our study does not include estimates or impacts from the 2028 Paralympic Games since Santa Monica is not slated to host any Paralympic events.

Revenue Analysis
Key Revenue Assumptions
Our revenue projections are based on several critical assumptions that could significantly impact the final fiscal outcome for the City of Santa Monica. It is important to highlight these assumptions to provide context for our analysis and to identify areas that may require further negotiation or clarification with LA28.

1. Point of Sale for Event Transactions: This analysis assumes that all transactions related to the Olympic beach volleyball events, including ticket sales, merchandise, and concessions, will have their point of sale within Santa Monica city limits. However, it is important to note that in some past events held in Santa Monica, the point of sale was established in Los Angeles or other locations, resulting in a loss of tax revenue for the City of Santa Monica. If a similar arrangement were to occur for the Olympic events, it could significantly impact the projected tax revenues for Santa Monica.

2. Potential Loss of Regular Revenue Streams: Hosting the Olympic beach volleyball events may result in the City losing some typical revenue streams generated from beach-related activities. Our analysis accounts for potential losses including:
a. Revenue from TV/movie filming and photography permits at the beach b. Income from commercial surf instruction and camps
c. Beach concession rental payments
d. Revenue from contractor-led classes held at the beach, including beach volleyball camps and classes

3. LA28 Payments and Reimbursements: Our analysis assumes that LA28 will make certain payments and reimbursements to the City, including13:
a. Rent for beach use (approximately $740,000)
b. Rent for parking lot use (Lot 1550, approximately $1.8 million) c. Reimbursement for lost parking revenue (approximately $2.4 million) 12 The Art Newspaper, “Louvre Visitor i ures Plummet durin Paris lympic disruption,” 20 August 2024. Confirmed by several other publications.
13 Estimates provided by City of Santa Monica.

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Packet Pg. 810 Attachment: 2028 Olympic Games Fiscal Impact Analysis for Santa Monica (HR&A) (6602 : 7.A. LA28 Games Agreement Study Session) CONFIDENTIAL – ATTORNEY-CLIENT PRIVILEGE
HR&A Advisors Inc. | Santa Monica 2028 Games Fiscal Impact | 13 However, it is crucial to understand that these payments and reimbursements are contingent upon LA28 achieving a financial surplus after covering all operational costs and obligations for the City of Los Angeles, the University of California, Los Angeles (UCLA), the University of Southern California (USC), and other venue cities.

This arrangement introduces an element of uncertainty into our revenue projections, as the City may only receive partial reimbursement, if any at all, if LA28 does not achieve its expected financial outcomes.

These assumptions underscore the importance of the negotiations with LA28 to establish concrete agreements on revenue-sharing, reimbursements, and operational arrangements. The final fiscal impact for the City of Santa Monica could vary significantly based on the outcomes of these negotiations.

Event Scenario
In the Event Scenario, we project that the city will experience a significant increase in visitors from both Olympic beach volleyball attendance and increased visitation across Los Angeles County. Santa Monica is already a popular tourist destination, and the added attraction of an Olympic event would contribute to a surge in new visitors. We expect that each of the six visitor types outlined in the methodology section will drive spending activity during the 2028 Olympic Games. The total visitor estimates are detailed in Figure 6.

For daytrip and overnight visitors, we drew from historic spending by visitors to Santa Monica and inflated to current dollars. We also adjusted hotel spending for overnight visitors since average rates are historically higher in July than most other months throughout the year. These assumptions formed individual spending profiles for daytrip and overnight visitors, which are detailed in Figures A.9-A.10, A.13, and A.18 in the Appendix.

Figure 6: Event Scenario – Number of Visitors by Type
Visitor Type Number of Visitors
Daytrip Visitors 642,000
Overnight Visitors 59,000
Based on the anticipated number of visitors and their likely spending habits, this translates to the total spending by visitor group totaling over $112 million, detailed in Figure 7 below. Overnight visitors comprise most of the overall spending because they spend significantly more than daytrip visitors.

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Packet Pg. 811 Attachment: 2028 Olympic Games Fiscal Impact Analysis for Santa Monica (HR&A) (6602 : 7.A. LA28 Games Agreement Study Session) CONFIDENTIAL – ATTORNEY-CLIENT PRIVILEGE
HR&A Advisors Inc. | Santa Monica 2028 Games Fiscal Impact | 14 Figure 7: Event Scenario – Total Estimated Visitor Spending by Category14 Categories
Total Estimated
Spending from Daytrip
Visitors ($2024)
Total Estimated
Spending from Overnight
Visitors ($2024)
Relevant City of Santa
Monica Tax
Lodging $0 $49,600,000 Transient occupancy
Meals $9,000,000 $15,900,000 Sales and use
Beverages $4,700,000 $8,300,000 Sales and use
Shopping / Gifts $6,900,000 $12,100,000 Sales and use
Local Transport. / Parking,
etc.
$1,200,000 $2,400,000
Parking Facilities
(only 50% of spending)
Amenities (Health,
Wellness, etc.)
$100,000 $200,000 Sales and use
Groceries / Other Items $700,000 $1,200,000 Sales and use Subtotal $22,600,000 $89,700,000
Total $112,300,000
This visitor spending translates to substantial revenues for the City by way of sales, transient occupancy, and parking facilities taxes. In addition, the City would receive rent from LA28 for use of the beach and Lot 1550 ($2.5 million) and reimbursement for foregone parking revenues (roughly $2.4 million). As outlined in Figure 8 below, we project that Santa Monica would generate over $14 million in revenue during the 2028 Olympic Games period.

Figure 8: Event Scenario – Total Estimated Fiscal Revenue by Source Revenue Source Estimated Fiscal Revenue ($2024)
Sales Tax $1,200,000
Transient Occupancy Tax (Hotels & Motels) $6,300,000
Transient Occupancy Tax (Homestay/Short-Term Rental) $1,300,000 Parking Facilities Tax $350,000
Beach Rental* $740,000
Parking Rental* $1,800,000
Reimbursement for Lost Parking Revenue* $2,400,000
Total $14,090,000
*Assumes LA28 reimburses the City of Santa Monica
14 Lodging subject to Transient Occupancy Tax (15% for hotels & motels, 17% for home shares); meals, beverages, shopping/gifts, and amenities subject to Sales Tax (2%); local transportation/parking subject to Parking Facilities Tax (10%).

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Packet Pg. 812 Attachment: 2028 Olympic Games Fiscal Impact Analysis for Santa Monica (HR&A) (6602 : 7.A. LA28 Games Agreement Study Session) CONFIDENTIAL – ATTORNEY-CLIENT PRIVILEGE
HR&A Advisors Inc. | Santa Monica 2028 Games Fiscal Impact | 15 Non-Event Scenario
In the Non-Event Scenario, the city is still likely to experience a significant increase in visitors, albeit less so than in the Event Scenario, drawing only from an increase in regional visitation throughout Los Angeles County. Since Santa Monica is a popular tourist destination, it will capture a healthy share of regional visitation. Our analysis assumes a capture rate (11%) that reflects Santa Monica’s historic share of Los Angeles County visitation.

The number of visitors estimated in the Non-Event Scenario is detailed in Figure 9 below. These visitors have similar spending profiles as those outlined in the Event Scenario, which are detailed in Figures A.9-A.10, A.13, and A.18 in the Appendix.

Figure 9: Non-Event Scenario – Number of Visitors by Type Visitor Type Number of Visitors
Daytrip Visitors 245,000
Overnight Visitors 53,000
Based on the anticipated number of visitors and their likely spending habits, this translates to the total spending by visitor group, totaling just over $95 million, detailed in Figure 10 below. Overnight visitors comprise a majority of the overall spending because they spend significantly more than daytrip visitors.

Figure 10: Non-Event Scenario – Total Estimated Visitor Spending by Category Categories
Total Estimated
Spending from Daytrip
Visitors ($2024)
Total Estimated
Spending from Overnight
Visitors ($2024)
Relevant City of
Santa Monica Tax
Lodging $0 $49,600,000 Transient occupancy
Meals $3,500,000 $14,800,000 Sales and use
Beverages $1,800,000 $7,700,000 Sales and use
Shopping / Gifts $2,600,000 $11,300,000 Sales and use
Local Transport. / Parking,
etc.
$500,000 $2,000,000
Parking Facilities
(only 50% of spending)
Amenities (Health,
Wellness, etc.)
$0 $200,000 Sales and use
Groceries / Other Items $300,000 $1,100,000 Sales and use Subtotal $8,700,000 $86,700,000
Total $95,400,000
This visitor spending translates to substantial revenues for the City by way of sales, transient occupancy, and parking facilities taxes. In the Non-Event Scenario, the City would receive the parking revenues it typically receives from operations (roughly $2.4 million) and rent for beach events based on typical revenue trends (roughly $160,000). Combined, we project that Santa Monica would generate over $11 million in fiscal revenue during the length of the 2028 Olympics, without hosting beach volleyball events, as shown in Figure 11.

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Packet Pg. 813 Attachment: 2028 Olympic Games Fiscal Impact Analysis for Santa Monica (HR&A) (6602 : 7.A. LA28 Games Agreement Study Session) CONFIDENTIAL – ATTORNEY-CLIENT PRIVILEGE
HR&A Advisors Inc. | Santa Monica 2028 Games Fiscal Impact | 16 Figure 11: Non-Event Scenario – Total Estimated Fiscal Revenue by Source Revenue Source Estimated Fiscal Revenue ($2024)
Sales Tax $890,000
Transient Occupancy Tax (Hotels & Motels) $6,300,000
Transient Occupancy Tax (Homestay/Short-Term Rental) $1,300,000 Parking Facilities Tax $250,000
Beach Rental Revenues $160,000
Parking Lot Revenues $2,400,000
Total $11,300,000
Incremental Revenues from Hosting
We estimate the City of Santa Monica will stand to receive an additional $2.79 million in fiscal revenue if it chooses to host beach volleyball as part of the 2028 Olympics.

Figure 12: Incremental Revenues
Revenue Scenario Estimated Fiscal Revenue ($2024)
Event Scenario $14,090,000
Non-Event Scenario $11,300,000
Incremental Revenues $2,790,000
Cost Analysis
To estimate the fiscal costs associated with hosting Olympic beach volleyball events in Santa Monica, we evaluated the Event and Non-Event Scenarios, informed by baseline daily cost estimates derived from the most recent City of Santa Monica budget and adjusted for the expected number of visitors during the Olympic period.

Setting a Baseline
Using the most recent City of Santa Monica budget (Adopted Budget, FY 23-24), we established a baseline daily cost for delivery of select City services. Notably, we worked with City staff to categorize budget items as fixed or variable costs, focusing on variable costs that could be directly affected by a temporary increase in the visitor population (the share of costs considered variable is located in Figure A.21 in the appendix.) This portion of the City’s costs were then multiplied by the city's likely inhabitants on any given day, including residents, workers, and visitors. Using census data and tourism statistics, we determined that Santa Monica hosts approximately 170,000

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Packet Pg. 814 Attachment: 2028 Olympic Games Fiscal Impact Analysis for Santa Monica (HR&A) (6602 : 7.A. LA28 Games Agreement Study Session) CONFIDENTIAL – ATTORNEY-CLIENT PRIVILEGE
HR&A Advisors Inc. | Santa Monica 2028 Games Fiscal Impact | 17 people (91,000 residents, 64,000 workers, and 15,000 daily visitors). 15,16 However, we adjusted the proportion of
costs associated with workers and daytrip visitors as their interactions with City services are less substantial.

Overall, we projected rou hly 118, “person-equivalents”, or the number of people who inhabit Santa Monica on the average day, adjusted for the amount of time they spend in Santa Monica on that day. We divided the daily cost allocation by weighted total of “person-equivalents” to arrive at a per-person, per-day cost estimate of approximately $5, as shown in Figure 13. More detail on the weighting approach in Figure A.20 is included in the Appendix.

Figure 13: Baseline Costs Based on FY 2023-2024 Approved Budget Cost Category
FY 2023-2024
Variable Costs
Daily Allocation
(FY 2023-2024)
Per Person Per
Day Costs (Daily
Allocation)17
Police & Fire ($117,241,726) ($321,210) ($2.72)
Traffic & Transportation ($59,850,025) ($163,973) ($1.39) Beach Maintenance ($8,940,867) ($24,496) ($0.21)
Santa Monica Pier ($5,520,729) ($15,125) ($0.13)
Waste Management ($14,229,826) ($60,248) ($0.51)
Total ($205,783,173) ($585,052) ($4.96)
We used these per-person costs to calculate the additional costs to the City resulting from an increased visitor base during the Olympic period in both the Event and Non-Event Scenarios, multiplying the number of visitors (weighted) against those estimated daily costs.

Event Scenario
The Event Scenario accounts for the increased number of visitors to Santa Monica from hosting Olympic beach volleyball events, in addition to increased regional visitation from throughout Los Angeles County. Using the same visitor weighting approach as the baseline and accounting for the increased visitors calculated in the revenue section, we arrived at a daily population of almost 135,000 “person-equivalents,” with roughly 16,000 as visitors.

When applying our estimated per-person, per-day costs against the adjusted visitor population and extended over the total event duration (16 days), we estimate the elevated baseline costs for the Event Scenario to be approximately $1.19 million. This is further detailed in Figure 14 below. 15 American Community Survey, 5-Year Estimates
16 Santa Monica Travel & Tourism, 2022 Santa Monica Tourism Economic & Fiscal Impacts and Visitor Profile Summary 17 The Per-Person Per-Day Costs (Daily Allocation) is based on a 'person-equivalent' calculation. This approach weights individuals based on their typical daily presence in the city and adjusts for the different impacts that residents, workers, and visitors have on city services. For a detailed breakdown of this calculation, please refer to Figure A.16 in the Appendix.

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Packet Pg. 815 Attachment: 2028 Olympic Games Fiscal Impact Analysis for Santa Monica (HR&A) (6602 : 7.A. LA28 Games Agreement Study Session) CONFIDENTIAL – ATTORNEY-CLIENT PRIVILEGE
HR&A Advisors Inc. | Santa Monica 2028 Games Fiscal Impact | 18 Figure 14: Elevated Baseline from Hosting 2028 Olympic Beach Volleyball Events Cost Category Estimated Elevated Baseline Costs ($2024) Police & Fire ($680,000)
Traffic & Transportation ($300,000)
Beach Maintenance ($50,000)
Santa Monica Pier ($30,000)
Waste Management ($130,000)
Total ($1,190,000)
This recalculation of baseline costs is necessary because the increased influx of beach volleyball and regional event visitors will place additional demands on the City's resources and services.

In addition to the baseline per-person, per-day cost calculations, we estimated the costs specific to hosting Olympic beach volleyball events, drawing from fiscal impact estimates compiled by the City for the 2017 Twilight Concert Series. To calculate the overall costs, we took the average of two estimates:

1. Per-Event Basis: Dividing costs by the number of events

2. Per-Attendee Basis: Dividing costs by the number of attendees According to that data, the average cost per attendee for the TCS is approximately $38 ($2024), covering expenses such as public safety, transportation, beach management, and pier management. To calculate the total event costs, we can multiply the cost per attendee derived from the TCS by the projected total attendance for the Olympic beach volleyball events (453,960), resulting in a total event cost of $17.7 million.

The average cost per event for the Twilight Concert Series was $275,000 ($2024) and multiplying this by the total number of Olympic events, we estimate a total event cost of $10.95 million as shown in Figure 15.

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Packet Pg. 816 Attachment: 2028 Olympic Games Fiscal Impact Analysis for Santa Monica (HR&A) (6602 : 7.A. LA28 Games Agreement Study Session) CONFIDENTIAL – ATTORNEY-CLIENT PRIVILEGE
HR&A Advisors Inc. | Santa Monica 2028 Games Fiscal Impact | 19 Figure 15: Event-Specific Costs Based on Twilight Concert Series Cost Category
Cost per
Attendee
($2024)
Cost per
Event
($2024)
Total Estimated
Olympic Event
Costs Based on PerAttendee ($2024)
Total Estimated
Olympic Event
Costs Based on PerEvent Costs ($2024)
Police & Fire ($22.13) ($150,000) ($10,000,000) ($5,900,000) Traffic & Transportation ($1.06) ($10,000) ($480,000) ($310,000) Beach Maintenance ($0.68) ($5,000) ($310,000) ($200,000) Santa Monica Pier ($14.46) ($110,000) ($6,600,000) ($4,200,000) Waste Management18 N/A N/A ($340,000) ($340,000)
Total ($38.33) ($275,000) ($17,730,000) ($10,950,000)
Average Olympic Event Cost ($14,340,000)
Both the number of events and the number of attendees are likely to inform overall event costs, and using an average of these two methods provides a more balanced estimate that accounts for both factors. Since some costs are more closely tied to the number of events (i.e., setup and teardown costs), while others are more dependent on the number of attendees (e.g., security staffing, waste management), an average helps to capture the relevant fluctuations associated with each set of cost projections. Additionally, using an average mitigates extreme estimates by not relying solely on either the per-event or per-attendee basis, which could potentially lead to over- or under-estimation of costs. The average estimate between the per-attendee and per-event approaches is approximately $14.34 million, as detailed in Figure 15.

Combining the baseline event costs and the event-specific costs, we arrived at a total cost estimate of approximately $15.54 million for the Event Scenario as shown in Figure 16. 18 The Twilight Concert Series produced 15 tons of trash but did not provide a cost. To calculate the cost of waste management, HR&A estimated the total gallons of trash produced during the Olympics and multiplied it by the commercial rate to empty a 65-gallon trash bin.

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Packet Pg. 817 Attachment: 2028 Olympic Games Fiscal Impact Analysis for Santa Monica (HR&A) (6602 : 7.A. LA28 Games Agreement Study Session) CONFIDENTIAL – ATTORNEY-CLIENT PRIVILEGE
HR&A Advisors Inc. | Santa Monica 2028 Games Fiscal Impact | 20 Figure 16: Event Scenario Costs
Cost Category
Estimated Elevated
Baseline Costs
Average Olympics
Event Costs
Total Estimated
Costs
Police & Fire ($680,000) ($7,950,000) ($8,630,000)
Traffic & Transportation ($300,000) ($400,000) ($700,000) Beach Maintenance ($50,000) ($260,000) ($310,000)
Santa Monica Pier ($30,000) ($5,400,000) ($5,430,000)
Waste Management ($130,000) ($340,000) ($470,000)
Total ($1,190,000) ($14,350,000) ($15,540,000)
Non-Event Scenario
The Non-Event Scenario anticipates an increase in visitors as a result of the Olympic presence in Los Angeles County even without the additional boost in visitation from hosting Olympic beach volleyball. Using the baseline per-person, per-day cost, we calculated the additional costs incurred by the City due to the increased number of visitors during the Olympic period without beach volleyball events. Using the same visitor weighting as the baseline and visitor data estimated in the Event Revenue Scenario, we arrived at roughly 8,000 daily visitors. We multiplied this estimate by the per-person, per-day costs and extended over the total event duration. This produces a baseline cost estimate of approximately $650,000 for the Non-Event Scenario. This calculation is further detailed in Figure 17.

Figure 17: Non-Event Scenario Elevated Baseline Costs
Cost Category Per Person-Unit Per Day Costs19 Estimated Elevated Baseline Costs ($2024)
Police & Fire ($2.72) ($340,000)
Traffic & Transportation ($1.39) ($200,000)
Beach Maintenance ($0.21) ($30,000)
Santa Monica Pier ($0.13) ($20,000)
Waste Management ($0.51) ($60,000)
Total ($4.96) ($650,000)
19 The Per-Person Per-Day Costs (Daily Allocation) is based on a 'person-equivalent' calculation. This approach weights individuals based on their typical daily presence in the city and adjusts for the different impacts that residents, workers, and visitors have on city services. For a detailed breakdown of this calculation, please refer to Figure A.20 in the Appendix.

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Packet Pg. 818 Attachment: 2028 Olympic Games Fiscal Impact Analysis for Santa Monica (HR&A) (6602 : 7.A. LA28 Games Agreement Study Session) CONFIDENTIAL – ATTORNEY-CLIENT PRIVILEGE
HR&A Advisors Inc. | Santa Monica 2028 Games Fiscal Impact | 21 In the Non-Event Scenario, other undefined costs such as those detailed on pages 9-10 of this memo (e.g., unknown costs of capital, labor, remediation, etc.) would likely be lower than in the Event Scenario, as the City would likely commit fewer resources than it would if hosting Olympic beach volleyball events.

Incremental Costs from Hosting
By comparing the costs associated with the Event Scenario and the Non-Event Scenario, we can understand the impact to the City for hosting Olympic beach volleyball events. In the Non-Event Scenario, the City can expect higher-than-normal operating costs from the influx of regional visitors who are spending time in Santa Monica.

When hosting Olympic beach volleyball events, however, Santa Monica can expect baseline operating expenses to increase beyond those of the Non-Event Scenario, plus additional event-specific expenses the City will have to bear to ensure that events can occur safely. Altogether, we expect the City to bear close to $14.89 million in additional costs as a result of hosting Olympic beach volleyball events.

Figure 18: Incremental Costs from Hosting 2028 Olympic Beach Volleyball Events Cost Category Event Scenario
Non-Event
Scenario
Incremental Cost
from Hosting
Police & Fire ($8,630,000) ($340,000) ($8,290,000)
Traffic & Transportation ($700,000) ($200,000) ($500,000) Beach Maintenance ($310,000) ($30,000) ($280,000)
Santa Monica Pier ($5,430,000) ($20,000) ($5,410,000)
Waste Management ($470,000) ($60,000) ($410,000)
Total ($15,540,000) ($650,000) ($14,890,000)
Incremental Impacts
Summarized in Figure 19 below, the City is projected to lose approximately $1.45 million if it hosts Olympic beach volleyball. Meanwhile, in the Non-Event Scenario, the City stands to receive significant net fiscal benefits from increased visitation, with lower costs. Taken together, these findings suggest that choosing to host Olympic beach volleyball translates to a net loss of roughly $12.10 million to the City. 20 20 Stated another way, if Santa Monica hosts Olympic beach volleyball events, it will incur $1.45 million in real cost. In addition, it will miss out on $10.65 million in projected net revenues in a scenario in which the City does not host. The additional $10.65 million represents the City’s opportunity cost of the potential revenues it could benefit from if it chooses not to host Olympic events.

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HR&A Advisors Inc. | Santa Monica 2028 Games Fiscal Impact | 22 Figure 19: Incremental Impacts from Hosting 2028 Olympic Beach Volleyball Events Event Scenario Non-Event Scenario Incremental Impacts:

Hosting Events
Revenues $14,090,000 $11,300,000 $2,790,000
Costs ($15,540,000) ($650,000) ($14,890,000)
Net ($1,450,000) $10,650,000 ($12,100,000)

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HR&A Advisors Inc. | Santa Monica 2028 Games Fiscal Impact | 23 Appendix
Visitor and Revenue Methodology
Unique Ticket Holders
Estimating the number of unique ticket holders for the Olympics beach volleyball events is a critical component of our analysis, as it directly impacts the projected visitor spending and associated fiscal revenues. The 2024 Paris Olympics implemented a cap of six (6) tickets per session and 30 tickets total for all events per individual. This limitation suggests that most people will likely attend only one or a few sessions, while "Olympic family" members, including sponsors, stakeholders, and officials, are more likely to attend multiple events.

To account for these factors in our analysis, we made the following assumptions:

1. All tickets sold to the general public (domestic and international visitors) are held by unique visitors, meaning that each ticket represents a distinct individual.

2. All tickets allocated to the "Olympic family" (sponsors, stakeholders, and officials) are held by non-unique visitors, meaning that each "Olympic family" member may attend multiple sessions.

Figure A.1: Breakdown of Unique Ticketholders for 2028 Olympic Beach Volleyball Events Event Estimates Numbers Sources and Notes
Potential # of Ticketed Spectators 468,000
Percentage of Tickets Sold 97% London 2012 Olympics
Estimated Tickets Sold 453,960
Ticketed Visitors – Domestic 340,470 All Unique
Ticketed Visitors – International 54,475 All Unique
Sponsors & Stakeholders 36,317 Not Unique
"Olympic Family" 22,698 Not Unique
Unique Ticket Holders
Ticketed Visitors – Domestic 340,470
Ticketed Visitors – International 54,475
Sponsors & Stakeholders 2,270
"Olympic Family" 1,419
Total Unique Ticket Holders 398,634

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Packet Pg. 821 Attachment: 2028 Olympic Games Fiscal Impact Analysis for Santa Monica (HR&A) (6602 : 7.A. LA28 Games Agreement Study Session) CONFIDENTIAL – ATTORNEY-CLIENT PRIVILEGE
HR&A Advisors Inc. | Santa Monica 2028 Games Fiscal Impact | 24 Overnight Visitor Travel Estimation & Spending
According to data provided by the City of Santa Monica, the city welcomed approximately 5.3 million visitors in 2022.
21 Among these visitors, a substantial majority (79%) are classified as daytrip visitors.22 These individuals come to Santa Monica for various reasons – leisure, entertainment, business, etc. – but do not stay overnight in the city. Daytrip visitors typically contribute to the local economy by spending on food, beverages, shopping, and attractions during their brief stay.

On the other hand, 19% of Santa Monica's annual visitors are categorized as overnight visitors who stay in hotels or other paid lodging facilities within the city.23 These visitors tend to have a larger economic impact than daytrip visitors, similarly spending on dining and recreation, but with additional expenses on accommodations during their extended stays.
24 Using data from Santa Monica Travel & Tourism's 2022 Santa Monica Tourism Economic & Fiscal Impacts and Visitor Profile Summary, we established the baseline number of business travelers to Santa Monica. To account for the potential change in business travel patterns during the 2028 Olympics, we referred to a survey conducted during the London Olympics. The survey found that 58% of businesses reported changing their travel plans during the Games to avoid potential disruptions caused by increased crowds and security measures. Therefore, 42% would maintain their usual travel patterns and continue to visit Santa Monica during the 2028 Olympics. To estimate the average spending per business traveler, we utilized data from Santa Monica Travel & Tourism's 2022 Santa Monica Tourism Economic & Fiscal Impacts and Visitor Profile Summary.

Figure A.2: Estimation of Overnight Business Visitors
Categories Number Source
Total Number of Visitors 5,320,500 City of Santa Monica Hotel Visitors 16% City of Santa Monica
Total Overnight Visitors 872,562
Mainly Visiting Santa Monica for Pleasure/Vacation 51% City of Santa Monica Mainly Visiting Santa Monica NOT for Pleasure/Vacation 49% City of Santa Monica Total Overnight Visitors NOT for Pleasure/Vacation 427,555 Hotel Demand Proportion – Two Weeks in July 4.53% Costar Hotel Demand Total Estimated Business Overnight Visitors 19,358
Business Travel Reduced During Olympics 57% London 2012 Olympics Business Travel Retained During Olympics 43%
Total Estimated Business Overnight Visitors 8,324
21 Santa Monica Travel & Tourism, 2022 Santa Monica Tourism Economic & Fiscal Impacts and Visitor Profile Summary 22 Santa Monica Travel & Tourism, 2022 Santa Monica Tourism Economic & Fiscal Impacts and Visitor Profile Summary 23 Santa Monica Travel & Tourism, 2022 Santa Monica Tourism Economic & Fiscal Impacts and Visitor Profile Summary 24 The remaining 2% of visitors will likely comprise those staying with friends or family or in other unpaid accommodation.

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Packet Pg. 822 Attachment: 2028 Olympic Games Fiscal Impact Analysis for Santa Monica (HR&A) (6602 : 7.A. LA28 Games Agreement Study Session) CONFIDENTIAL – ATTORNEY-CLIENT PRIVILEGE
HR&A Advisors Inc. | Santa Monica 2028 Games Fiscal Impact | 25 Average Group Size 1 Assume One Person per Room
Total Estimated Non-Olympics Overnight Groups 8,324
Average Length of Stay 1.8 Hotel Tech Report
Total Estimated Non-Olympics Hotel Rooms Demand 14,983
The Olympics are an enormous international event, drawing in visitors and spectators from throughout the city, across the region, and around the world. During the London Olympics in 2012, the visitor draw was so significant that it drove a 4% net increase in annual visitation with almost all of that activity concentrated around the time of the Olympics. We apply that increase to Santa Monica’s visitation here, while also netting out the impacts London experienced from the Paralympics (about 25% of all Olympic tickets sold were Paralympic tickets).

Figure A.3: Estimation of Overnight Visitors Without Beach Volleyball Tickets Categories Number Source
Total Number of Visitors (2022) 5,320,500 City of Santa Monica Pre-Pandemic Annual Growth 0.17% City of Santa Monica
Growth from Olympics 3.87%
London 2012
Visitation Report
Expected Visitors During Olympic Year 5,517,663
Net Visitors for Olympics 197,163
Net Out Paralympics 146,976
London 2012 ticket
sales
Hotel Visitors 16% City of Santa Monica
Total Overnight Visitors 872,562
Hotel Demand Proportion – Two Weeks in July 4.53% Costar Hotel Demand Total Overnight Visitors - Two Weeks in July 39,506
Mainly Visiting Santa Monica for Pleasure/Vacation 51% City of Santa Monica Mainly Visiting Santa Monica NOT for Pleasure/Vacation 49% City of Santa Monica Estimated Total Overnight Vacation Visitors – Two Weeks in July 44,252 Implied Volleyball Ticket Sales as Proportion of Total Ticket Sales 3.9% London 2012 Olympics Implied NOT Volleyball Ticket Sales as Proportion of Total Ticket Sales 96.1% London 2012 Olympics Total Estimated Non-Volleyball Olympics Overnight Visitors 42,543 Average Group Size 3.62 City of Santa Monica
Total Estimated Non-Volleyball Olympics Overnight Groups 11,752 Average Length of Overnight Stay 5.28 Lodgify Report
Total Estimated Non-Volleyball Olympics Hotel Rooms Demand 62,051 If Santa Monica were to host Olympic beach volleyball events, this would drive additional visitation to the city, in addition to the regional visitation impacts described in Figure A.3. Drawing from the unique visitor calculation from i ure A.1 and applyin Santa Monica’s overall capture of Los Angeles County hotel demand, we estimated how many visitors are likely to stay in overnight accommodations and how that translates to overall room night demand. This is detailed in Figure A.4.

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Packet Pg. 823 Attachment: 2028 Olympic Games Fiscal Impact Analysis for Santa Monica (HR&A) (6602 : 7.A. LA28 Games Agreement Study Session) CONFIDENTIAL – ATTORNEY-CLIENT PRIVILEGE
HR&A Advisors Inc. | Santa Monica 2028 Games Fiscal Impact | 26 Figure A.4: Estimation of Overnight Visitors with Beach Volleyball Tickets Visitor Estimates Numbers Source
Estimated Unique Beach Volleyball Visitors 398,634
Santa Monica Annual Capture of LA County Hotel Demand 3.9% Costar Total Estimated Volleyball Overnight Visitors 15,467
Average Group Size 3.62 City of Santa Monica
Total Estimated Volleyball Olympics Overnight Groups 4,273 Average Length of Stay 5.28 Lodgify Report
Total Estimated Volleyball Hotel Room Nights Demand 22,560 Totaling these visitor groups not only helps us understand the number of visitors interested in staying in hotels, but also helps us predict demand for overnight accommodations in terms of room nights. Santa Monica cannot accommodate unlimited hotel demand. With a limited number of rooms (about 4,000) available over a 16-day period, the demand for hotels outstrips the available supply. We assume that hotels, at maximum, can accommodate 95% occupancy, accounting for cancellations, scheduling inefficiencies, staffing limitations, etc. This demand is detailed in the calculations below. Excess demand is assumed to carry over into the short-term rental market.

Figure A.5: Estimation of Total Overnight Visitors- Event Scenario Categories Number Source
Total Estimated Business Hotel Visitors 8,324 Figure A.2 Total Estimated Non-Volleyball Hotel Visitors 42,543 Figure A.3 Total Estimated Volleyball Hotel Visitors 15,467 Figure A.4 Total Hotel Visitors 66,334
Total Estimated Business Hotel Rooms Demanded 14,983 Figure A.2 Total Estimated Non-Volleyball Hotel Rooms Demanded 62,051 Figure A.3 Total Estimated Volleyball Hotel Rooms Demanded 22,560 Figure A.4 Total Hotel Rooms Demanded 99,594
Total Hotel Rooms Available 64,416 City of Santa Monica Total Estimated Hotel Occupancy Rate 155%
Max Occupancy 95% HR&A Assumption
Max Room Available 61,195
Excess Hotel Demand → Potential STR Rentals 38,399
Number of Groups Seeking Accommodations 7,273
Excess Hotel Demand → Number of Visitors Seeking STRs 26,327 Short-Term Rentals Estimation
Using data from the City of Santa Monica's Short-Term Rental (STR) Program and various Short-Term Rental data analytics platforms, we established the baseline number of STR and STR listings in Santa Monica. To estimate the average daily rate for STR and STR listings during the 2028 Olympics, we analyzed historical data on short-term rental pricing in Santa Monica and considered the potential impact of increased demand on rates. We also

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Packet Pg. 824 Attachment: 2028 Olympic Games Fiscal Impact Analysis for Santa Monica (HR&A) (6602 : 7.A. LA28 Games Agreement Study Session) CONFIDENTIAL – ATTORNEY-CLIENT PRIVILEGE
HR&A Advisors Inc. | Santa Monica 2028 Games Fiscal Impact | 27 considered the possibility of dynamic pricing strategies employed by STR hosts to capitalize on the increased demand during the event. The report found that STRs in Paris in preparation for the 2024 Games were estimated to be 85% higher compared to average rates.

Since the Olympics are such a large international event, we treated hotel and short-term rental demand as one and assumed that hotel visitors who lacked accommodation due to overwhelming hotel demand would seek short-term rental options. Based on calculated hotel demand and the limited number of STR type options in Santa Monica, demand for overnight accommodations reaching maximum STR/short-term rental capacity as well. This was a safe assumption since, in both scenarios, the total number of hotel visitors unable to find hotel accommodations in Santa Monica is greater than the total number of short-term rentals available during that time.

Figure A.6: Estimation of Short-Term Rental/STR Visitors – Event Scenario Categories Values Sources
Average Rate $307 AirDNA
Projected Price Increase 85% Deloitte; France24
Average STR Spend Per Accommodation – 2028 Games $569
Average Group Size 3.62 City of Santa Monica
Average Spending Per-Person Per-Day $157
Number of Home Shares in Santa Monica (as of April 2024) 917 AirDNA Inventory Growth Rate (April 2021 – April 2024) 46% AirDNA Olympics Days 16
Max Number of Home Share Nights 14,672
Occupancy 95%
Max Number of Home Share Nights Available at Occupancy 13,938 Number of Groups Accommodated 2,640
Average Group Size 3.62 City of Santa Monica
Number of Visitors Accommodated 9,556
Number of Hotel Visitors Lacking Accommodations in Santa Monica 16,770 Average Length of Stay 5.28 Lodgify Report
Daily Avg. Spend Per-Person (2022) $128.83 City of Santa Monica Daily Avg. Spend Per-Person (2024) $143.24 Inflated using CPI Estimating Overnight Visitor Spending
In addition to short-term rental/STR visitor spending, we can draw from Santa Monica tourism data to project spending for all overnight visitors, adjusted for inflation. This overall spending is detailed in Figure A.7 below.

Ultimately, for all visitors who could not find overnight accommodations in Santa Monica, we assume that those unaccommodated visitors will find overnight options in neighboring cities and visit Santa Monica for a daytrip.

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Packet Pg. 825 Attachment: 2028 Olympic Games Fiscal Impact Analysis for Santa Monica (HR&A) (6602 : 7.A. LA28 Games Agreement Study Session) CONFIDENTIAL – ATTORNEY-CLIENT PRIVILEGE
HR&A Advisors Inc. | Santa Monica 2028 Games Fiscal Impact | 28 Figure A.7: Estimated Overnight Visitor Spending per Person – Event Scenario Categories Number Source
Total Estimated Business Overnight Visitors 8,324
Total Estimated Non-Volleyball Overnight Visitors 42,543 Total Estimated Volleyball Overnight Visitors 15,467
Total Overnight Visitors 66,334
Unaccommodated Overnight Visitors (translates to daytrip visitors) 16,770 Adjusted Overnight Visitors 49,563
Daily Avg. Spend Per-Person (2022) $306.58 City of Santa Monica Daily Avg. Spend Per-Person (2024) $340.87 Inflated using CPI Daily Avg. Hotel Spend Per-Person – Hotel Visitor $174.57 City of Santa Monica Average ADR Annual $376.21
Average ADR July $425.43
Adjusted Avg. Hotel Spend Per Person – July $197.41
Given supply constraints and total demand from 66,334 visitors, roughly 16,700, or 25%, of overnight visitors will not be accommodated. Figure 4.8 provides a breakdown of total accommodated visitors, given 25% of hotel visitors will not be accommodated. These unaccommodated hotel visitors will likely want to visit Santa Monica, and they will become daytrip visitors, calculated later in the Appendix.

Figure A.8: Estimated for Hotel & STR Accommodations – Event Scenario Hotel Visitor Types Total Demand
Total Accommodated
Visitors
Total Estimated Business Hotel Visitors 8,324 6,220
Total Estimated Non-Volleyball Hotel Visitors 42,543 31,792 Total Estimated Volleyball Hotel Visitors 15,457 11,551 Total Overnight Visitors 66,324 49,563
Overnight Visitor Spending Profile
In calculating revenues generated from overnight visitors, our methodology accounted for differences between visitors staying in hotels and visitors staying in short-term/homestay rentals—based on Santa Monica tourism data, we know that their spending patterns are different. After inflation, the projected daily average per-person, per-day spending for hotel visitors in 2024 settled around $340.87. Meanwhile, short-term rental visitors pay $143.24. As a whole, overnight visitors spent most of their daily average on lodging (51%), meals (18%) and shopping (14%), shown in Figure A.9.

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Packet Pg. 826 Attachment: 2028 Olympic Games Fiscal Impact Analysis for Santa Monica (HR&A) (6602 : 7.A. LA28 Games Agreement Study Session) CONFIDENTIAL – ATTORNEY-CLIENT PRIVILEGE
HR&A Advisors Inc. | Santa Monica 2028 Games Fiscal Impact | 29 Figure A.9 Daily Average Spend Per Person by Category (Overnight Visitors) Categories
Share of Total
Overnight Visitor
Spending (2022)
Spending Per Person
Per Day ($2024) –
Hotel Visitor
Spending Per Person
Per Day ($2024) – STR
Visitor
Lodging 51.2% $197.41 $157.05
Meals 17.8% $60.78 $25.54
Beverages 9.3% $31.76 $13.35
Shopping / Gifts 13.6% $46.25 $19.43
Admission Fees 1.2% $4.17 $1.75
Activities 0.6% $2.20 $0.93
Local Transport. / Parking, etc. 4.7% $15.96 $6.70
Amenities (Health, Wellness, etc.) 0.2% $0.74 $0.31
Groceries / Other Items 1.3% $4.44 $1.87
When calculating the total 2024 spending for each category, we factored in average length of stay to show how much an overnight visitor spends per trip. The average stay for the Olympics is 5.28 days which, when multiplied by per-day spending figures, results in an estimate for overnight visitor spending per the length of the average, which helps to calculate total overnight visitor spending. These calculations are outlined in Figure A.9.

Figure A.10: Spending Per Person Per Trip by Category (Overnight Visitors) Categories
Spending Per Person Per Trip
($2024) – Hotel Visitor
Spending Per Person Per Trip
($2024) – STR Visitor
Lodging $1,042.33 $829.20
Meals $320.91 $134.85
Beverages $167.72 $70.48
Shopping / Gifts $244.19 $102.61
Admission Fees $22.03 $9.26
Activities $11.63 $4.89
Local Transport. / Parking, etc. $84.25 $35.40
Amenities (Health, Wellness, etc.) $3.91 $1.64
Groceries / Other Items $23.44 $9.85
Total $1,920.41 $1,198.18
Visiting Friends and Relatives Estimation
Many visitors will also visit Santa Monica and stay with friends and relatives (“V R”). Annually, VFRs account for

1.6% of total visitors to Santa Monica. Using a similar methodology as overnight hotel visitors, Figures A.11 and A.12 present the total VFR population who visit Santa Monica, but do not have volleyball tickets.

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Packet Pg. 827 Attachment: 2028 Olympic Games Fiscal Impact Analysis for Santa Monica (HR&A) (6602 : 7.A. LA28 Games Agreement Study Session) CONFIDENTIAL – ATTORNEY-CLIENT PRIVILEGE
HR&A Advisors Inc. | Santa Monica 2028 Games Fiscal Impact | 30 Figure A.11: Estimated Non-Volleyball VFR Visitor Spending per Person Categories Number Source
Total Number of Visitors 5,320,500 City of Santa Monica Pre-pandemic Annual Growth (2018-2019) 0.17% City of Santa Monica Growth from Olympics 3.87% 2012 London Olympics
Estimated Total Visitors During July 240,892
Peak Percentage of Total 4.53% City of Santa Monica
Number of Visitors from Olympics 197,163
Number of Visitors Net Out Paralympics 146,976
Estimated Total Visitors During Peak Time 240,892
People Staying with Friends & Family 1.6% City of Santa Monica Mainly visiting Santa Monica for pleasure/vacation 51% City of Santa Monica Share of Those Visiting Friends & Family 3,165
Implied Volleyball Ticket Sales as Proportion of Total Ticket Sales 3.86% 2012 London Olympics Implied NOT Volleyball Ticket Sales as Proportion of Total Ticket Sales 96.14% 2012 London Olympics Total Estimated Non-Volleyball VFR Visitors 3,043
Daily Avg. Spend per-person (2024) $113.35 City of Santa Monica Figure A.12: Estimated Volleyball VFR & Visitor Spending per Person Categories Values Sources
Estimated Beach Volleyball Tickets Sold 398,634
Visiting Friends and Relatives 1.6% City of Santa Monica Number of Visitors Accommodated 6,378
Average Length of Stay 5.28
Lodgify Report: Vacation Rental Price
Madness During the Paris Olympics
Daily Avg. Spend per-person (2022) $101.95 City of Santa Monica Daily Avg. Spend per-person (2024) $113.35 Inflated using CPI VFR Visitor Spending Estimation
To calculate fiscal revenues generated from VFR visitors, we began by inflating the daily average spend per person for 2022 ($102), resulting in a daily average spend per person of $113 for 2024. Using spending share data from 2022, we broke down that daily average to determine how VFR visitors would spend their money in Santa Monica and, therefore, how the City would generate tax revenues. We found that VFR visitors were spending most of their daily average on meals (37%), shopping (28%) and beverages (19%); these percentages were used to calculate a daily average spend per person by category, outlined in Figure A.13.

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Packet Pg. 828 Attachment: 2028 Olympic Games Fiscal Impact Analysis for Santa Monica (HR&A) (6602 : 7.A. LA28 Games Agreement Study Session) CONFIDENTIAL – ATTORNEY-CLIENT PRIVILEGE
HR&A Advisors Inc. | Santa Monica 2028 Games Fiscal Impact | 31 Figure A.13: Daily Average Spend Per Person by Category (VFR Visitors) Indicator
Total Spending
(2022)
Spending Per Person
Per Day ($2024)
Meals 37% $41
Beverages 19% $22
Shopping / Gifts 28% $32
Admissions Fees 3% $3
Activities 1% $2
Local Transport. / Parking, etc. 10% $11
Amenities (Health, Wellness, etc.) 0% $1
Groceries / Other Items 3% $3
Total Estimated Visitor Spending – VFR Visitor 100% $113 Daytrip Visitor Estimation
Using data from the Santa Monica Travel & Tourism's 2022 Santa Monica Tourism Economic & Fiscal Impacts and Visitor Profile Summary, we established the baseline number of daytrip visitors to Santa Monica. According to the report, approximately 79% of the city's 5.3 million annual visitors are classified as daytrip visitors. To account for the potential increase in daytrip visitors during the Olympic Games, we analyzed data from previous Olympic events and studies on the impact of large-scale sporting events on local economies. Based on the London 2012 Olympics, which experienced a 4% net increase in annual visitation from hosting the Games, we assumed that Los Angeles County—and as a result, Santa Monica--would experience a similar boost in visitation during the 2028 Olympics.

Approaching business daytrip visitors in a similar way to Figure A.2, we make similar calculations to isolate the business daytrip population in Figure A.14.

Figure A.14: Estimations of Business Daytrip Visitors
Categories Number Source
Total Number of Visitors 5,320,500
Peak Percentage of Total 4.53% City of Santa Monica
Total Visitors During Peak Time 240,892
Day Visitors 79% City of Santa Monica
Mainly Visiting Santa Monica for Pleasure/Vacation 51% City of Santa Monica Mainly Visiting Santa Monica NOT for Pleasure/Vacation 49% Business Travel Impacted by Olympics 57% London Report
Business Travel NOT Impacted by Olympics 43%
Total Estimated Business Daytrip Visitors 39,945

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Packet Pg. 829 Attachment: 2028 Olympic Games Fiscal Impact Analysis for Santa Monica (HR&A) (6602 : 7.A. LA28 Games Agreement Study Session) CONFIDENTIAL – ATTORNEY-CLIENT PRIVILEGE
HR&A Advisors Inc. | Santa Monica 2028 Games Fiscal Impact | 32 By approaching calculations for Olympic daytrip visitor projections in a similar way to Figure A.3, we make similar calculations to isolate the Olympic visitor without beach volleyball tickets daytrip population in Figure A.15.

Figure A.15: Estimation of Daytrip Visitors without Beach Volleyball Tickets Categories Number Source
Total Number of Visitors 5,320,500 City of Santa Monica Pre-Pandemic Annual Growth (2018-2019) 0.17% City of Santa Monica Growth from Olympics 3.87% 2012 London Olympics
Estimated Total Visitors During July 240,892
Peak Percentage of Total 4.53% City of Santa Monica
Number of Visitors from Olympics 197,163
Number of Visitors Net Out Paralympics 146,976
Estimated Total Visitors During Peak Time 240,892
Day Visitors 79% City of Santa Monica
Mainly Visiting Santa Monica for Pleasure/Vacation 51% City of Santa Monica Share of Day Visitors for Pleasure 212,357
Implied Volleyball Ticket Sales as % of Total Ticket Sales 3.86% 2012 London Olympics Implied NOT Volleyball Ticket Sales as % of Total Ticket Sales 96.14% 2012 London Olympics Total Estimated Non-Volleyball Daytrip Visitors 204,152 By approaching calculations for daytrip visitors with beach volleyball tickets projections in a similar way to Figure A.4, we make similar calculations to isolate the Olympic visitor with beach volleyball tickets daytrip population in Figure A.16. We also draw from City of Santa Monica tourist data to project spending for daytrip visitors, adjusting 2022 estimates for inflation.

Figure A.16: Estimation of Daytrip Beach Volleyball Visitors Categories Number Source
Estimated Beach Volleyball Tickets Sold 398,634
Hotel Visitors – Olympics, Volleyball 11,551 City of Santa Monica VFR Visitors 6,378
Total Estimated Volleyball Day Trip Visitors 380,704
Figure A.17: Summarized Daytrip Population & Overall Per-Day Daytrip Spending Categories Number Source
Total Estimated Business Daytrip Visitors 39,945 Figure A.14 Total Estimated Non-Volleyball Daytrip Visitors 204,152 Figure A.15 Total Estimated Volleyball Daytrip Visitors 380,704 Figure A.16 Unaccommodated Hotel Visitors 16,770 Figure A.7
Total Daytrip Visitors 641,562

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Packet Pg. 830 Attachment: 2028 Olympic Games Fiscal Impact Analysis for Santa Monica (HR&A) (6602 : 7.A. LA28 Games Agreement Study Session) CONFIDENTIAL – ATTORNEY-CLIENT PRIVILEGE
HR&A Advisors Inc. | Santa Monica 2028 Games Fiscal Impact | 33 Daily Avg. Spend Per-Person – Daytrip Visitor (2022) $34.65 City of Santa Monica Daily Avg. Spend Per-Person – Daytrip Visitor (2024) $38.53 Inflated using CPI Daytrip Visitor Spending Estimation
To calculate fiscal revenues generated from daytrip visitors, we began by inflating the daily average spend per person for 2022 ($34.65), resulting in a daily average spend per person of $38.53 for 2024. Using spending share data from 2022, we broke down that daily average to determine how daytrip visitors would spend their money in Santa Monica and, therefore, how the City would generate tax revenues. We found that daytrip visitors were spending most of their daily average on meals (37%), shopping (28%) and beverages (19%); these percentages were used to calculate a daily average spend per person by category, outlined in Figure A.18.

Figure A.18: Daily Average Spend Per Person by Category (Daytrip Visitors) Categories
Share of Total Daytrip Visitor
Spending (2022)
Spending Per Person Per Day
($2024)
Meals 36.5% $14.08
Beverages 19.1% $7.36
Shopping / Gifts 27.8% $10.71
Admission Fees 2.5% $0.97
Activities 1.3% $0.51
Local Transport. / Parking, etc. 9.6% $3.70
Amenities (Health, Wellness, etc.) 0.4% $0.17
Groceries / Other Items 2.7% $1.03
We then multiplied each daily average spending by category by the total number of projected daytrip visitors (644,000) to estimate the total spending for each category, shown in Figure A.19.

Drawing from the number of visitors by category, listed in the table above in Figure A.17, this translates to the total spending detailed in Figure A.19 below.

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Packet Pg. 831 Attachment: 2028 Olympic Games Fiscal Impact Analysis for Santa Monica (HR&A) (6602 : 7.A. LA28 Games Agreement Study Session) CONFIDENTIAL – ATTORNEY-CLIENT PRIVILEGE
HR&A Advisors Inc. | Santa Monica 2028 Games Fiscal Impact | 34 Figure A.19: Event Scenario – Total Estimated Visitor Spending by Category Categories Daytrip Visitors Hotel Visitors STR Visitors VFR Visitors Lodging $0 $41,700,000 $7,920,000 $0
Meals $9,030,000 $12,840,000 $1,020,000 $2,060,000
Beverages $4,720,000 $6,710,000 $530,000 $1,080,000
Shopping / Gifts $6,870,000 $9,770,000 $780,000 $1,570,000 Admission Fees $620,000 $880,000 $70,000 $140,000
Activities $330,000 $470,000 $40,000 $70,000
Local Transport. / Parking, etc. $1,190,000 $1,690,000 $130,000 $540,000 Amenities (Health, Wellness, etc.) $110,000 $160,000 $10,000 $30,000 Groceries / Other Items $660,000 $940,000 $70,000 $150,000 Total $23,530,000 $75,160,000 $10,570,000 $5,640,000
Cost Estimation
Resident Share of Baseline Costs Assumptions – Typical Day For relevant expenses, we calculated per-person, per-day cost estimates for each expense category drawing from departmental variable costs from the adopted FY 2023-2024 budget. HR&A consulted with City staff in determining which costs should be considered as variable.

In calculating these costs, we developed an average daily population in Santa Monica comprising a weighted estimate of the number of residents, workers, day visitors, and overnight visitors, or “person-equivalents.” We assigned weights to each group based on how they impact City expenses, with residents and overnight visitors carrying a larger share than workers and day visitors. The per-person calculation is based on the average “personequivalents” in Santa Monica daily.

Figure A.20: Weighted Residents Calculations in Santa Monica Population
Counts
Per Day Weighting
People
(Weighted) Source
Total Residents 92,168 92,168 100% 92,168
Census, 2022 Five
Year Estimates
Total Employees Living
Outside Santa Monica
64,219 64,219 30% 19,266 On the Map
Total Daytrip Visitors
(2022)
4,186,200 11,469 30% 3,441
City of Santa
Monica
Total Overnight Visitors
Trip Visitors (2022)
1,134,294 3,108 100% 3,108
City of Santa
Monica
Total Resident
Population
5,476,881 170,964 117,982

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Packet Pg. 832 Attachment: 2028 Olympic Games Fiscal Impact Analysis for Santa Monica (HR&A) (6602 : 7.A. LA28 Games Agreement Study Session) CONFIDENTIAL – ATTORNEY-CLIENT PRIVILEGE
HR&A Advisors Inc. | Santa Monica 2028 Games Fiscal Impact | 35 FY 2023-2024 Approved Budget
We utilized the detailed information provided in the FY 2023-2024 Approved Budget to calculate the per-person, per-day cost estimates for each relevant expense category. These expense categories include public safety (police and fire), public works, beach maintenance, and other City services that are likely to be impacted by the increased visitation during the Olympics. In collaboration with city officials, we looked at the proportion of the budget that should be considered as variable. Fixed costs such as insurance policies or some existing vendor contracts that do not change based average daily population were subtracted from the total budget leaving us with a proportion of variable costs that will change with the influx of Olympic visitors. By analyzing the budget data, we found total annual costs for each expense category. We then divided these annual costs by the estimated average daily population of “person-equivalents” in Santa Monica (as described in Figure A.21), which comprises residents, workers, day visitors, and overnight visitors. This calculation yielded the per-person, per-day cost estimates that form the basis of our baseline cost projections.

Figure A.21: Impacted FY 2023-2024 Approved Budget Categories as Share of Weighted Residents Total
Variable % of
Total FY 2023-
2024 Budget
Daily Allocation
Resident Share of
Costs
Police & Fire $117,241,726 68% $321,210 $2.72
Transportation & Traffic $59,850,025 63% $163,973 $1.39 Beach Maintenance $8,940,867 71% $24,496 $0.21
Santa Monica Pier $5,520,729 67% $15,125 $0.13
Waste Management $21,990,613 65% $60,248 $0.51
Total $213,543,960 $585,052 $4.96
The Twilight Concert Series
To estimate the event-specific costs associated with hosting Olympic beach volleyball events in Santa Monica, we relied on data from the City's analysis of the fiscal impact of the Twilight Concert Series in 2017. This data provided valuable insights into the costs incurred by the City for a large-scale, beach-adjacent event, which served as a useful proxy for estimating the potential costs of hosting the Beach Volleyball tournament.

We examined the Twilight Concert Series data to identify the key cost categories calculated in the report. These categories included police and public safety, fire department, transportation and traffic management, beach maintenance, pier management, and waste management costs. We calculated per-attendee & per-event costs for each identified cost category based on the total costs incurred during the Twilight Concert Series, the total number of attendees, and the total number of events to develop the metrics in Figure A.22 below. Finally, we applied the adjusted costs to the number of beach volleyball events and projected attendees to estimate the total event-specific costs for hosting in Santa Monica in 2028. Since event costs will likely be influenced by both the number of events and the gross number of fans in attendance, we believe taking an average balances between those factors.

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Packet Pg. 833 Attachment: 2028 Olympic Games Fiscal Impact Analysis for Santa Monica (HR&A) (6602 : 7.A. LA28 Games Agreement Study Session) CONFIDENTIAL – ATTORNEY-CLIENT PRIVILEGE
HR&A Advisors Inc. | Santa Monica 2028 Games Fiscal Impact | 36 Figure A.22: Twilight Concert Series per Person and per Event Cost Estimation Event Cost Per Person Event Cost Per Event
Police & Fire $17.60 $151,000
Transportation & Traffic $0.84 $8,000
Beach Maintenance $0.54 $5,000
Santa Monica Pier $11.50 $108,000
Waste Management 15 Total Tons Produced
$30.47 $272,000
Finally, because of the vast increase in the number of visitors from the Olympics, we projected likely costs from additional waste management services to dispose of trash from fans. Our approach is detailed in Figure A.23 below.

Figure A.23: Estimation of Waste Management Costs Based on the Twilight Concert Series Categories Numbers Source
Tons of Trash Per Person 0.000250 Twilight Concert Series Total Unique Ticket Holders 398,634 HR&A Estimated Visitors Total Tons Produced During the Olympics 100
Pounds of Trash Produced 199,317
Pounds Per Gallon .4456 EPA
Gallons of Trash Produced 447,298
Bin Size (Gallons) 65
Total Number of Trash Bins 6,882
Solid Waste Handling Fee (per 2 weeks) $97.54 Public Works: Resource Recovery and Recycling Implied Cost Per Pick-Up $48.77
Estimated Waste Management $335,611 $2024

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Packet Pg. 834 Attachment: 2028 Olympic Games Fiscal Impact Analysis for Santa Monica (HR&A) (6602 : 7.A. LA28 Games Agreement Study Session) November 17, 2021
FOR\~ Gl:.N. 1'5-::J

CITY OF LOS ANGELES

INTER-DEPARTMENTAL CORRESPONDENCE
C.F. No. 15-0989
0220-05392-0013
Date:

To: Honorable Members of the Ad Hoc Committee on the 2028 Olympics and Paralympic Games
From: Matthew W. Szabo, City Administrative Officer~~
Sharon M. Tso, Chief Legislative Analyst bf",rf
Subject: GAMES AGREEMENT OF THE 2028 OLYMPIC AND PARALYMPIC GAMES

RECOMMENDATIONS
That the City Council:

1. AUTHORIZE the Mayor and Council President to execute the Games Agreement of the 2028 Olympic and Paralympic Games (2028 Games) between the City of Los Angeles and the Los Angeles Organizing Committee for the Olympic and Paralympic Games 2028;

2. INSTRUCT City departments to identify a department liaison to serve as a point of contact to the City Administrative Officer and Chief Legislative Analyst for activities relating to the 2028 Games; and

3. AUTHORIZE the Mayor and Council President to execute the Fifth Amendment to the Memorandum of Understanding C-129859 between the parties including the City of Los Angeles, the Los Angeles Organizing Committee for the Olympic and Paralympic Games 2028, formerly referred to as the Los Angeles 2024 Exploratory Committee, and the United States Olympic and Paralympic Committee in order to extend the date for executing the Games Agreement from November 1, 2021 to December 8, 2021. 1 7.A.f
Packet Pg. 835 Attachment: City of Los Angeles Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session)

SUMMARY
On August 11, 2017, the City Council approved actions to support efforts by the Los Angeles 2024 Exploratory Committee, subsequently reorganized as the Los Angeles Organizing Committee for the Olympic and Paralympic Games 2028 (LA28; OCOG), in order to bring the 2028 Olympic and Paralympic Games (2028 Games) to Los Angeles (C.F. 15-0989). This Council action included approval of the Memorandum of Understanding (MOU, C-129859) between the City of Los Angeles, United States Olympic Committee, subsequently reorganized as the United States Olympic and Paralympic Committee (USOPC), and LA28 (collectively, the Parties), as well as the Host City Contract (HCC) between the City, the USOPC, and the IOC.

LA28 later became a party to the HCC through a Joinder Agreement executed in November 2018 (C-130124).

The MOU serves as the framework for the initial roles, responsibilities, commitments, and obligations between the Parties. In addition, the MOU currently requires the Parties to cooperate in good faith to negotiate and execute a Games Agreement by November 1, 2021 to incorporate the provisions of the MOU and to further identify the obligations and actions between the City and LA28 regarding the hosting of the 2028 Games.

The City and LA28 held numerous meetings and recently completed negotiations resulting in the attached proposed Games Agreement, presented for Council and Mayoral consideration.

The proposed Games Agreement continues each existing MOU commitment and obligation with several minor revisions to reflect technical or administrative updates. The City Attorney advises that any changes in the Games Agreement compared to the MOU are not material in nature and continue the intent of the MOU. In addition, the Games Agreement expands upon the MOU to provide greater clarity regarding the responsibilities of the City and LA28 regarding the hosting of the 2028 Games. Specifically, the Games Agreement includes sections relating to:
● Delivery of City resources and reimbursement of City costs; ● Commitments by LA28 to advance City priorities through the 2028 Games including:
○ A Legacy Plan, including surplus funds, accessibility, human rights, and community access;
○ Community business and workforce development;
○ Sustainability;
○ Arts and culture;
○ Mobility and transportation;
○ Public safety; and
● Administrative and legal obligations such as risk management, transparency, and dispute resolution.

Highlights of the Games Agreement are provided in Exhibit A. The full Games Agreement is provided in Exhibit B.

A process for determining necessary City resources to support the 2028 Games and the reimbursement of costs is identified in the Games Agreement. The process involves the CAO and CLA leading coordination activities with City departments to identify and determine various service levels and costs for identified event locations in order to plan for enhanced City resource levels for the 2028 Games. To ensure each department is prepared for the process, a 2 7.A.f
Packet Pg. 836 Attachment: City of Los Angeles Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) recommendation is included in this report instructing City departments to identify a department liaison to serve as a point of contact to the CAO and CLA for activities relating to the 2028 Games. In collaboration with City departments, the CAO and CLA will then coordinate activities as part of a multi-year process to determine normal City resource levels and enhanced City resources necessary to support the 2028 Games.

As noted earlier in this report, the MOU currently requires the Parties to cooperate in good faith to execute a Games Agreement by November 1, 2021. To ensure adherence to the provisions in the MOU and to ensure time for the City’s consideration of the attached Games Agreement, and consistent with advice from the Office of the City Attorney, a proposed Fifth Amendment to the MOU is necessary to extend the date for executing the Games Agreement from November 1, 2021 to December 8, 2021. A recommendation is included in this report authorizing the Mayor and Council President to execute the Fifth Amendment to the MOU (attached as Exhibit C).

FISCAL IMPACT STATEMENT
There is no fiscal impact to the 2021-22 Budget resulting from the recommendations in this report. City work relating to planning activities for the 2028 Games is performed under current budget and staff resources. The Games Agreement identifies a reimbursement process for the costs of providing enhanced City resources including staff costs which exceed normal and customary service levels and for liaison staff.

The future fiscal impact of hosting the 2028 Games cannot be determined at this time. Positive financial implications resulting from the hosting of the 2028 Games include, but are not limited to, the Youth Sports Partnership Agreement, and the creation of a Legacy Entity to further advance commitments to youth sports with funding from the potential financial surplus at the conclusion of the 2028 Games. The Games Agreement includes robust measures, including reimbursement agreements for enhanced City resources, a financial contingency funded by LA28, regular reporting and coordination with LA28, the commitment to a fiscally responsible 2028 Games, risk management requirements, insurance, federal support for public safety, and commitments by the State of California in the event of a deficit, among other provisions, intended to offset and mitigate any potential cost impact on the City.

Attachments:

Exhibit A - Highlights of the Games Agreement
Exhibit B - Games Agreement of the 2028 Olympic and Paralympic Games Exhibit C - Fifth Amendment to the Memorandum of Understanding C-129859 MWS:SMT:rr 11220042
3 7.A.f
Packet Pg. 837 Attachment: City of Los Angeles Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session)

EXHIBIT A

HIGHLIGHTS OF THE GAMES AGREEMENT
The significant highlights of the Games Agreement for the 2028 Olympic and Paralympic Games are summarized below:

DELIVERY OF CITY RESOURCES AND REIMBURSEMENT
The City agrees to provide and maintain, at its own cost, normal and customary City resource levels leading up to and during the hosting of the 2028 Games. LA28 may request that the City provide enhanced City resources that exceed normal and customary levels. Costs resulting from requested and agreed upon enhanced City resources will be reimbursable to the City by LA28. A process is established in the Games Agreement to determine normal and customary levels of City resources as well as enhanced City resources with a timeline as follows:
○ October 1, 2024 - Normal and customary City resource levels and costs are determined by mutual consent between the City and LA28 based on a collaborative review of City service levels during the prior three fiscal years including 2021-22, 2022-23, and 2023-24.
○ October 1, 2025 - Enhanced City Resources Master Agreement (ECRMA) is entered into between the City and LA28 to identify City resources, rates, repayment timelines, audit rights, and other processes for the Games. The ECRMA is to be developed based on mutual consent between LA28 and the City. ○ October 1, 2026 - Venue Service Agreements (VSA) are entered into between the City and LA28 to identify specific tasks, enhanced City resources, and service levels for identified venues, zones, and events. The VSAs are to be developed based on mutual consent between LA28 and the City.

Furthermore, the City Administrative Officer (CAO) and Chief Legislative Analyst (CLA) are designated as the administrators for the ECRMA, VSAs, and any other agreements pertaining to the provision and use of enhanced City resources between the City and LA28.

COMMITMENTS BY LA28
The Games Agreement provides various commitments by LA28, in close coordination with the City, that cover a wide array of City priorities and include the formation of working groups, with the City and other stakeholders, to develop plans for the advancement of the priorities leading up to and during the 2028 Games. Specific commitments identified in the Games Agreement relate to:
● Legacy for the Games
○ Surplus - Pursuant to the HCC, the final Games budget surplus is to be allocated with 20 percent to the United States Olympic and Paralympic Committee and 80 percent to the OCOG to be used for the benefit of sport and youth in the City and host country. Accordingly, any surplus that ultimately passes to the OCOG shall be held, disbursed, and utilized through a new and private entity (Legacy Entity) to be established by the OCOG no later than January 31, 2028. Governance of the Legacy Entity is to be by a Board of Directors (or other similar governing body) exclusively comprised of an equal number of individuals designated by LA28 (or its designee(s)) and by the City. Furthermore, the officers of the Legacy 4 7.A.f
Packet Pg. 838 Attachment: City of Los Angeles Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) Entity will include a chairperson designated by mutual consent by the OCOG designees and City designees.
○ Accessibility - LA28 will ensure venues and events are accessible to persons with physical disabilities.
○ Human Rights Strategy - LA28 will develop and implement, in close coordination with the City, a human rights strategy committed to human rights protections in the City of Los Angeles. The strategy will seek to (i) identify potential human rights risks (including social, economic, political, workers’, and civil rights) and impacts related to the 2028 Games and (ii) implement processes and measures to remedy identified adverse impacts. Development of the Human Rights Strategy will commence no later than January 1, 2024 and be completed by December 31, 2025.
○ Community Access - LA28 will develop solutions in furtherance of making tickets and access available and affordable to City residents in an equitable manner.

LA28 will collaborate with the City in furtherance of making affordable tickets available in historically underserved communities including:
■ Moderate to low income individuals;
■ Residents near the venues and events;
■ Students, veterans, and youth; and
■ Caregivers of persons with high dependencies or disabilities. ● Community Business and Workforce Development
○ Community Business and Procurement (CBP) Program - LA28 will develop and implement, in close coordination with the City, a program to ensure that small, local, and underrepresented businesses have access and can participate in contract opportunities associated with the 2028 Games. LA28 will work with the City to utilize the City’s regional solicitation system for applicable OCOG contracting opportunities. The CBP Program will be supported by the CBP Working Group, to be established and led by LA28 and include the City. The CBP Working Group is to be developed by LA28 no later than March 31, 2023. The goals of the program are to be defined by LA28 no later than March 31, 2025. ○ Local Hire (LH) Program - LA28 will develop and implement, in close coordination with the City, a program in furtherance of ensuring that the 2028 Games workforce is fully representative of the diversity of Los Angeles. As part of the LH Program, LA28 will also develop a volunteer program, in close coordination with the City, to maximize public benefit in connection with the 2028 Games. The LH Program will be supported by the LH Working Group, to be established and led by LA28 and include the City. The LH Working Group is to be developed by LA28 no later than March 31, 2023. The goals of the program are to be defined by LA28 no later than March 31, 2025.
● Sustainability
○ Sustainability Plan - LA28 will establish a Sustainability Working Group (SWG), in close coordination with the City, by March 31, 2023. The SWG will develop and implement a Sustainability Plan for the 2028 Games by March 31, 2025, that is consistent with the International Organization for Standardization 20121 standards and supports advancement of the City’s applicable sustainability goals 5 7.A.f
Packet Pg. 839 Attachment: City of Los Angeles Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) such as the City’s goals for zero carbon transportation, zero carbon grid, zero carbon buildings, zero waste, and zero wasted water.
○ Games Energy Council - LA28 is to ensure that the City sets up a Games Energy Council by March 31, 2024 that brings together the City, LA28, and all other parties (e.g. City agencies and utilities, other municipalities, and other utilities) responsible for the delivery of power infrastructure and service to Games-related projects, venues, and events. The Games Energy Council will facilitate decision-making and cooperation necessary to optimize and meet required levels of services, and develop plans to support the relevant elements of the Sustainability Plan, through the completion of the Games. ● Arts and Culture
○ Arts and Culture Plan - LA28 will develop a plan, in close coordination with the City and other stakeholders, for an arts and culture program that advances equity and inclusion through outreach to local artists, cultural producers, and vendors.

The Arts and Culture Plan is to provide culturally diverse communities with opportunities and capacity to bid, propose, and receive contracts to produce local events, festivals, and cultural experiences in conjunction with the 2028 Games. ● Mobility and Transportation
○ Mobility Transport Plan - Pursuant to the HCC, LA28 will develop and lead, in close coordination with the City, a mobility and transportation plan through the convening of 2028 Games Mobility Executives consisting of City, regional, and State transportation officials. The plan will include details on the Games Route Network, State and Federal coordination, mobility hubs and depots, demand management, community engagement, communications planning, and other related matters.
○ Airport Operations Plan - LA28 and the City will develop a plan to be led by the Los Angeles World Airports (LAWA) in collaboration with regional stakeholders and other ports of entry. The plan will outline how LAWA will operate during the 2028 Games.
● Public Safety
○ California Olympic and Paralympic Public Safety Command (Cooperative) - On April 14, 2021, Council approved the memorandum of understanding between the City, LA28, and the California Office of Emergency Services to establish the Cooperative for public safety planning relating to the 2028 Games (C.F. 15-0809-S9; C-138282). The Games Agreement maintains that public safety planning, resourcing, management, and delivery will be performed through the Cooperative in anticipation of the federal government’s designation of the 2028 Games as a National Special Security Event (NSSE). Consistent with processes set forth in Federal guarantees submitted to the IOC, LA28 and the City agree to work through the Cooperative, and as integrated into the NSSE structure, to have all costs recovered associated with public safety and security for the 2028 Games.

RISK MANAGEMENT, TRANSPARENCY, AND DISPUTE RESOLUTION
● Risk Management - LA28 is required to maintain insurance policies in accordance with prudent commercial best practices to include, but not be limited to, policies to protect 6 7.A.f
Packet Pg. 840 Attachment: City of Los Angeles Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session) against natural disasters, communicable diseases, terrorism, civil unrest, cyber-attacks, event cancellation, and coverage for reduced ticket sales and other revenue losses should the events become less appealing. LA28 is also required to ensure that all agreements entered between LA28 and other municipalities hosting events will provide indemnification by that municipality for third party claims against the City. Furthermore, LA28 is required to establish a budget contingency totaling $270 million beginning in 2024 with escalating amounts set aside each year based on a schedule until the total amount is achieved. LA28 will begin to show the contingency amount as part of the updated LA28 Budget within its Annual Report in 2024.
● Transparency - LA28 is required to provide annual reports to the Council by March 31 each year relating to LA28’s prior year operations. The annual report continues to include updated budget information; management discussion and analysis; financial forecasts of revenues, expenses, and construction costs; updates on venue infrastructure and improvements; a list of all contracts entered into during the prior year valued in excess of $1,000,000; updates to insurance; a report on the Youth Sport Partnership Agreement; and copies of various financial reports and audited financial statements. After establishment of a given working group, an update with respect to that working group will also be included in the annual report. ● Dispute Resolution - A process for dispute resolution is provided in the Games Agreement, which includes several steps leading to arbitration consistent with Section 11 of the MOU. Any disputes concerning the validity, interpretation, or performance of the HCC are subject to Section 51.2 of HCC-Principles.

GENERAL PROVISIONS
● Youth Sport Partnership (YSP) Agreement - The Games Agreement acknowledges the YSP Agreement (C-136936) was executed September 23, 2020, fulfilling the commitment between the City and LA28 for LA28 to provide $160 million in support to increase access and participation to youth sports in the City. The YSP Agreement is provided as an attachment to the Games Agreement.
● City’s Intellectual Property (IP) Rights - Consistent with the HCC, LA28 and the City will enter into a Games IP Agreement setting the terms and conditions for the City’s right to utilize certain Games-related properties. The agreement shall be entered into by December 31, 2022, and shall be subject to the approval of the IOC. 7 7.A.f
Packet Pg. 841 Attachment: City of Los Angeles Games Agreement (6602 : 7.A. LA28 Games Agreement Study Session)