Appendix D~3.pdf

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 i

TABLE OF CONTENTS

SECTION 1. RECITALS

SECTION 2. PURPOSE

SECTION 3. VOLUNTARY

SECTION 4. TERM

SECTION 5. CITY LIAISONS

SECTION 6. POWER TO BIND

SECTION 7. DELIVERY OF CITY RESOURCES

SECTION 8. PRIORITY OPTION ON CITY ADVERTISING SPACE

SECTION 9. PRIORITY ROOM BLOCK AT NEW CITY HOTEL DEVELOPMENTS

SECTION 10. PERMITTING AND ZONING NEEDS

SECTION 11. ADMISSIONS/TICKET TAX

SECTION 12. OTHER EVENTS

SECTION 13. UNAUTHORIZED STREET TRADING

SECTION 14. UNFAIR BUSINESS PRACTICES PROTECTION

SECTION 15. ACCESSIBILITY STANDARDS

SECTION 16. TRANSPORT AND TRAFFIC

SECTION 17. SECURITY

SECTION 18. VENUE CONSTRUCTION AND INFRASTRUCTURE DEVELOPMENT PROJECTS

SECTION 19. VENUE USE AGREEMENTS

SECTION 20. OCOG EXCLUSIVE RIGHTS

SECTION 21. RISK MANAGEMENT

SECTION 22. EVENT OF DEFAULT

SECTION 23. DISPUTE RESOLUTION

SECTION 24. INDEMNIFICATION

SECTION 25. TERMINATION

SECTION 26. GENERAL PROVISIONS

SECTION 27. POSTPONEMENT OR CANCELLATION OF THE 2028 GAMES

SECTION 28. COOPERATION; FURTHER ASSURANCES

SECTION 29. AUTHORITY OF CITY

SECTION 30. NOTICES

SECTION 31. RELATIONSHIP OF PARTIES

SECTION 32. COMPLIANCE WITH LAWS

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SECTION 33. CONFIDENTIALITY

SECTION 34. RETENTION OF RECORDS AND INSPECTION

SECTION 35. ASSIGNMENT AND DELEGATION

SECTION 36. AMENDMENT; WAIVER

SECTION 37. HEADINGS

SECTION 38. AGREEMENT

SECTION 39. NON-RECOURSE

SECTION 40. IOC APPROVAL REQUIRED

SECTION 41. PRIMACY OF THE IOC REQUIREMENTS

SECTION 42. OLYMPIC CHARTER AND HOST CITY CONTRACT

SECTION 43. SEVERABILITY

SECTION 44. COUNTERPARTS

SECTION 45. NO THIRD PARTY BENEFICIARY

SECTION 46. GOVERNING LAW

SECTION 47. TIME OF THE ESSENCE

SECTION 48. CUMULATIVE RIGHTS

SECTION 49. RIGHT TO ENFORCE STRICTLY; SPECIFIC PERFORMANCE

SECTION 50. INTERPRETATION

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EXHIBITS

EXHIBIT A Addresses for Notices

EXHIBIT B City Ad Space

EXHIBIT C Dispute Resolution

EXHIBIT D Additional IOC Covenants

EXHIBIT E Venue Guarantee

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 socio-economic 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 2

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

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

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.

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).

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

Games Agreement, Page 7 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, Games Agreement, Page 8 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

Games Agreement, Page 9 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. regulates street 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.

Games Agreement, Page 10

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.

Games Agreement, Page 11

Section 19. Venue Use Agreements.

19.1 The 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

Games Agreement, Page 12 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

Games Agreement, Page 13 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

Games Agreement, Page 14

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…