HomeMy WebLinkAboutItem 09a - 2028 Olympic and Paralympic Games Agreement
STAFF REPORT
DEVELOPMENT SERVICES DEPARTMENT
DATE: November 4, 2025
TO: Honorable Mayor and City Council
FROM: Jason Kruckeberg, Assistant City Manager/Development Services
Director
SUBJECT: AGREEMENT BETWEEN THE CITY OF ARCADIA AND THE LOS ANGELES
ORGANIZING COMMITTEE FOR OLYMPIC AND PARALYMPIC GAMES
CONCERNING OPERATIONS FOR THE 2028 OLYMPIC AND PARALYMPIC
GAMES
CEQA: Not a Project
Recommendation: Approve
SUMMARY
On April 15, 2025, it was officially announced that the Equestrian events for the 2028
Olympic and Paralympic Games would be held at Santa Anita Park. As an official
venue city for the Olympics and Paralympics, it is important that an agreement be
reached to establish expectations and roles related to resources, staffing,
advertising, and other important matters. It is recommended that the City Council
approve the Games Agreement between the City of Arcadia and the Los Angeles
Organizing Committee for the Olympic and Paralympic Games (“OCOG”) concerning
operations for the 2028 Olympic and Paralympic Games.
BACKGROUND
Los Angeles was originally announced as the Host City for the 2028 Olympic and
Paralympic Games (the “Games”) on July 31, 2017. As planning for the various events
has commenced, venues have been chosen around the region and beyond, in order
to provide the best sites for each event. In April 2025, Santa Anita Park was chosen
to be the host venue for the Equestrian events for the Games. The Equestrian events
encompass three different competitions: Jumping, Dressage, and Eventing (a cross-
country course with jumps, like steeplechase). As one of the premier horseracing
Games Agreement – 2028 Olympics/Paralympics
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tracks in the world, Santa Anita Park is uniquely positioned to host these events,
providing an appropriate site, top-quality facilities, and a superior fan experience.
Similarly, the City of Arcadia has a long history as a successful host in support of large
events, including multiple Breeders’ Cup World Championship Horse Racing events,
festivals, and other special events that draw tens of thousands daily spectators. Santa
Anita Park and the City of Arcadia have also hosted the Olympic Games in the past;
specifically, in 1984, when Los Angeles was last named the Host City.
Since being named a venue city, City of Arcadia representatives have been meeting
with LA28 representatives to discuss a Games Agreement. It is important that
agreements be reached between the organizers and the City to determine roles,
responsibilities, resources, staffing levels, advertising options, zoning and land use,
and other issues. The attached Games Agreement represents a collaborative effort
between the OCOG and the City to plan for a successful, safe, and exciting Games in
Arcadia.
DISCUSSION
To ensure consistency and fairness throughout the region during the Olympics, each
selected venue city is asked to enter into a Games Agreement. Since Santa Anita Park
was selected as the site for the Equestrian events later in the process, the Agreement
between the City and the OCOG is trailing other venue cities such as Pasadena,
Carson, Long Beach, and Inglewood. However, with this timing, Arcadia has had the
opportunity to review other cities’ agreements to ensure the Agreement is drafted
consistently.
The primary focus of the Agreement is to ensure coordination and cooperation
between the City and the OCOG on the costs and resources to hold a safe, efficient,
sustainable, and successful Games. To this end, the Agreement uses a framework to
establish a “Games Footprint” (an area impacted by the hosting of the Games) and a
determination of a baseline of City resources needed within that footprint. In general,
the “normal and customary services” that the City provides within the established
Games Footprint will remain the responsibility of the City. Services and resources
that exceed normal and customary levels are considered “enhanced City resources”
that the OCOG will be responsible for. Importantly, the Games Agreement does not
finalize these enhanced city resources; these resources will be agreed upon in a
subsequent agreement called the “Enhanced City Resources Master Agreement”
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(“ECRMA”), which is targeted to be presented to the City Council next year, and ideally
approved by October 1, 2026.
In addition to a framework for costs, resources, and reimbursement, the Agreement
also establishes a mutual understanding of how advertising for the Games will work,
including the potential use of City resources, such as banner poles, signage, and
installations. The Agreement also details the use of Olympic imagery and marketing
efforts, establishing expectations to avoid competitive marketing or “ambush
marketing” by others. Permitting and zoning issues are also addressed by the
Agreement, as the OCOG is interested in establishing safe and clear streets and
walkways to and from the Games venue, and regulation of street vending and other
land uses to the extent the law allows.
The Agreement also addresses the City’s “Admissions Tax”, a tax that has been within
the City’s Municipal Code for decades, which applies to large events at Santa Anita
Park. This is a minimal dollar figure that is to be applied on a per ticket basis for
events within the City that meet specific criteria. The OCOG has agreed that the cost
of this tax will be addressed in a way that meets the City’s code requirement but does
not impact the standard ticket sales methodology and costing envisioned by LA28.
This, too, would be agreed upon in a subsequent agreement.
It is important to note that the Games Agreement is just the first in a series of
agreements and approvals that will be necessary for the 2028 Games. In addition to
the ECRMA mentioned above, the City is actively working with various contacts from
LA28 on safety and security plans, transportation and transit issues, gathering parties
and events, and of course, the actual approval and construction of facilities necessary
to hold the Jumping, Dressage, and Eventing competitions at Santa Anita Park.
ENVIRONMENTAL ANALYSIS
The proposed action does not constitute a project under the California
Environmental Quality Act (“CEQA”) as defined in Section 15378 of the CEQA
Guidelines, since it involves administrative activities that will not result in a direct or
reasonably foreseeable indirect physical change in the environment. Additionally, it
can be seen with certainty that there is no possibility the activity may have a
significant effect on the environment, and therefore, the action is not subject to CEQA
pursuant to Section 15061(b)(3) of the CEQA Guidelines.
Games Agreement – 2028 Olympics/Paralympics
November 4, 2025
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FISCAL IMPACT
The Games Agreement itself does not identify the Fiscal Impact expected from the
2028 Olympic and Paralympic Games. Rather, it establishes an agreed-upon
framework to determine the Games Footprint, the City’s customary costs for
providing services to that Footprint, and the enhanced services necessary to hold the
Games within that Footprint. Clearly, there will be a fiscal impact from these efforts,
which will be further defined in the ECRMA, expected to be in front of the City Council
prior to October 2026.
It is anticipated that the City will be compensated/reimbursed for all costs that are
above and beyond Arcadia’s normal and customary service costs. As the needs for
the events become more clear in the months ahead, the City Council’s Ad Hoc
Olympic Committee, and by extension, the entire City Council, will be made aware of
decision points and fiscal issues as they arise. Further, it is expected that the Games
will be a net positive to the City and the community of Arcadia, with significant
increases in hotel, restaurant, and shopping expenditures throughout the Games.
RECOMMENDATION
It is recommended that the City Council determine this action does not constitute a
project under the California Environmental Quality Act (“CEQA”); and approve the
Agreement between the City of Arcadia and the Los Angeles Organizing Committee
for Olympic and Paralympic Games concerning operations for the 2028 Olympic and
Paralympic Games, and authorizing the City Attorney to approve minor modifications
to the Agreement prior to final approval.
Attachment: Draft Games Agreement for the 2028 Olympic and Paralympic Games
GAMES AGREEMENT
Between
Los Angeles Organizing Committee for the Olympic and Paralympic Games 2028
d/b/a OCOG
Address:1150 S Olive St, 7th Fl, Los Angeles, CA 90015
and
The City of Arcadia
Address: 240 W Huntington Dr, Arcadia, CA 91007
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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. .......................................................................... 5
SECTION 9. PRIORITY ROOM BLOCK AT NEW CITY HOTEL DEVELOPMENTS. .............................................. 7
SECTION 10. PERMITTING AND ZONING NEEDS .......................................................................................................... 7
SECTION 11. ADMISSIONS/TICKET TAX ......................................................................................................................... 7
SECTION 12. OTHER EVENTS. ............................................................................................................................................. 8
SECTION 13. UNAUTHORIZED STREET TRADING ....................................................................................................... 8
SECTION 14. UNFAIR BUSINESS PRACTICES PROTECTION ..................................................................................... 8
SECTION 15. ACCESSIBILITY STANDARDS ..................................................................................................................... 9
SECTION 16. TRANSPORT AND TRAFFIC ....................................................................................................................... 9
SECTION 17. SECURITY ......................................................................................................................................................... 9
SECTION 18. VENUE CONSTRUCTION AND INFRASTRUCTURE DEVELOPMENT PROJECTS ........................ 9
SECTION 19. VENUE USE AGREEMENTS. ...................................................................................................................... 10
SECTION 20. OCOG EXCLUSIVE RIGHTS ....................................................................................................................... 10
SECTION 21. RISK MANAGEMENT.................................................................................................................................. 13
SECTION 22. EVENT OF DEFAULT .................................................................................................................................. 13
SECTION 23. DISPUTE RESOLUTION. ............................................................................................................................ 15
SECTION 24. INDEMNIFICATION .................................................................................................................................... 16
SECTION 25. TERMINATION ........................................................................................................................................... 17
SECTION 26. GENERAL PROVISIONS. ............................................................................................................................ 17
SECTION 27. POSTPONEMENT OR CANCELLATION OF THE GAMES. ................................................................ 18
SECTION 28. COOPERATION; FURTHER ASSURANCES. .......................................................................................... 19
SECTION 29. AUTHORITY OF CITY. ............................................................................................................................... 19
SECTION 30. NOTICES ........................................................................................................................................................ 19
SECTION 31. RELATIONSHIP OF PARTIES .................................................................................................................. 19
SECTION 32. COMPLIANCE WITH LAWS. ..................................................................................................................... 20
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SECTION 33. CONFIDENTIALITY. ................................................................................................................................... 21
SECTION 34. RETENTION OF RECORDS AND INSPECTION. .................................................................................. 21
SECTION 35. ASSIGNMENT AND DELEGATION. ......................................................................................................... 21
SECTION 36. AMENDMENT; WAIVER. ........................................................................................................................... 21
SECTION 37. HEADINGS. .................................................................................................................................................... 21
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. .......................................................................... 22
SECTION 43. SEVERABILITY. ........................................................................................................................................... 22
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. .................................................................................................................................... 23
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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 City Marks
Games Agreement, Page 1
GAMES AGREEMENT BETWEEN
THE CITY OF ARCADIA
AND
THE LOS ANGELES ORGANIZING COMMITTEE
FOR OLYMPIC AND PARALYMPIC GAMES 2028
This City of Arcadia 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 Arcadia, 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, the International Olympic Committee (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
and to set forth other customary terms and conditions to provide a critical framework for how the OCOG
and the City will work together (including with respect to public services in support of the 2028 Games);
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 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;
WHEREAS, the Parties desire to ensure the 2028 Games reflect a commitment to sustainability as a guiding
principle and positive impacts for local communities;
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” or “HCC”), 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;
Games Agreement, Page 2
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 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
(collectively, the “Term”).
Section 5. City Liaisons. The City hereby designates the current members of the Arcadia City
Council’s LA28 Olympics Subcommittee, the City Manager (or their designee), the Assistant City
Manager (or their designee), and the City Attorney (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
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 a regular basis and, by March 1, 2026, 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 2022-23, 2023-24, and 2024-25 (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
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relevant information and data for its Fiscal Year 2022-23, 2023-24, and 2024-25 upon
execution of this Agreement.
7.1.2 Notwithstanding 7.1, 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 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 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 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 Citywide administrative
oversight, budgetary control, receipt of payments for Enhanced City Resources from the
OCOG, reconciliation of costs and services, integration of City services across venue cities,
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
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. 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 (VSAs). 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
Games Agreement, Page 4
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 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 Citywide
administrative oversight, budgetary control, and any requests which may require further
approval by the City 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.
7.5 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
7.1.1 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 7.1.1 and as set forth in the ECRMA and/or
VSAs.
Games Agreement, Page 5
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. The
Parties further acknowledge and agree that if the City decides to purchase or rent capital
assets to meet 2028 Games requirements, the OCOG shall not be responsible for the cost
or reimbursement of such purchase or rental absent the OCOG’s prior written consent.
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 and notwithstanding the
foregoing, the OCOG shall not be required to pay any fee or cost included in calculating
the costs of Enhanced City Resources in a VSA (and/or the 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
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 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 located in and around the “Olympic Locations” as set forth in Exhibit B
(collectively, “City Ad Space”) 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 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
Games Agreement, Page 6
(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,
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”), consistent with any relevant Out of Home Advertising Agreement
approved for use by the IOC.
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 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 agrees that any Option exercised by the OCOG
for its own usage in furtherance of the OCOG Branding Plan, as further described at 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
Games Agreement, Page 7
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 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, 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. 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 use its best 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. The City’s point of contact for such permitting and zoning needs is
Jason Kruckeberg, Assistant City Manager/Development Services Director, or their designee.
Section 11. Admissions/Ticket Tax.
Games Agreement, Page 8
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.
This Section 11 is not applicable to Transient Occupancy Taxes, Transactions and Use Taxes, and
other City taxes that are not directly a tax upon admission to the 2028 Games or parking for the
2028 Games in each case, so long as such taxes do not constitute admissions taxes, parking taxes
or such related taxes.
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 OCOG.
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. Specifically, Ordinance 2357 provides that a City
permit must be obtained by all sidewalk vendors prior to engaging in any sidewalk vending
activities.
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, including with
respect to implementing measures to prohibit unauthorized street vending within the vicinity of any
Games events taking place within the City, 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 has broad
authority to protect spectators and participants from unfair business practices during the Games.
The City shall undertake best efforts to enforce any and all applicable laws and regulations in order
Games Agreement, Page 9
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
and OCOG will cooperate with each other 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 designation of 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 within the City.
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:
• The Arcadia Development Code
• The City of Arcadia Building Regulations (Article VIII of the Arcadia Municipal
Code, forming the Building and Safety Division and adopting the California
Building Code)
• The California Environmental Quality Act
• The Prevailing Wage Laws (Labor Code 1720 et seq.)
• The Political Reform Act
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 approval of the OCOG; 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 10
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 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 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 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:
Games Agreement, Page 11
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 USOPC and any other Olympic Parties and their
respective Representatives).
“Olympic Parties” means the Olympic, 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):
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
Games, all of which may be used, reused, edited, translated, combined, modified,
presented, displayed, reproduced, made the subject of derivative works, adapted,
Games Agreement, Page 12
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. The City represents that it owns the
marks set forth on Exhibit E (City Marks) to this Games Agreement and that said marks
are approved by City for use by OCOG. To the extent City updates, modifies or creates
new marks, City will notify OCOG, and OCOG shall make reasonable efforts to utilize the
versions of City Marks that appear in Exhibit E or are later provided to OCOG by City;
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 owns the entire copyright to each of the Provided
Works.
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 is disparaging to City or any City officials, employees or agents.
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, IPC, USOPC, and/or OCOG (“Games
Sponsors”) rights from any Ambush Marketing.
b) OCOG shall have the right to take appropriate legal action against any Person that engages
Games Agreement, Page 13
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 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 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 may, at the City’s sole cost and expense, implement the OCOG cross-
city 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 ECRMA. 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”):
Games Agreement, Page 14
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 (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 (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, 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 (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 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
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”):
Games Agreement, Page 15
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 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 (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. 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 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. If, after conferring, no resolution is obtained, then the matter shall be resolved in a
manner consistent with Section 23.2 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.
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 (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 49 (Right to Enforce Strictly) hereof. Other
Games Agreement, Page 16
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).
23.2.2 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 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-
or 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 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.
23.4. 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 this for
breach of 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 involving any of the OCOG Indemnified Parties
(as defined below). 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 OCOG. The OCOG shall indemnify, defend and hold harmless the City and its
respective Representatives (collectively, the “City Indemnified Parties”) from and against any and
all City Indemnifiable Claims incurred by any City Indemnified Party in connection with, arising
out of, or resulting from (a) any negligent act or omission or willful misconduct by OCOG
Indemnified Parties in connection with this Games Agreement; or (b) any breach of any of the
OCOG’s representations, warranties or covenants under this Games Agreement (the “City
Indemnifiable Claims”); provided that the foregoing indemnification, defense and hold harmless
provisions shall not apply to the extent that any City Indemnifiable Claim arises out of or results
from any grossly negligent act or omission of willful misconduct of City or any of its
Representatives. The indemnification obligations of the OCOG under this Section 24.1.
(Indemnities by OCOG) shall survive any expiration or earlier termination of this Games
Games Agreement, Page 17
Agreement.
24.2. Indemnities by the City. The City shall indemnify, defend and hold harmless LA28, 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
OCOG 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 the structure,
design or layout of the public services, or (d) any claim that relates to the performance of any public
services by the City or its Representatives (collectively, the “OCOG Indemnifiable Claims”);
provided that the foregoing indemnification provisions shall not apply to the extent that any OCOG
Indemnifiable Claim arises out of or results from any grossly negligent act or omission of willful
misconduct of OCOG or any of its Representatives. The indemnification obligations of the City
under this Section 24.2 (Indemnities by the City) 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 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 (OCOG’s Remedies) and Section 40 (IOC Approval Required).
25.2. City’s Termination Right. This Games 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
Sections 24.1 (Indemnities by OCOG), 24.2 (Indemnities by City), 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.
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
Games Agreement, Page 18
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 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 Games experience
for all athletes, fans, partners, and the surrounding community. The OCOG prioritizes
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 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.
27.1. 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 of Arcadia 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 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 terms and conditions agreed to 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 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
Games Agreement, Page 19
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)
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
Games Agreement, Page 20
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
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 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 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 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 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 non-
compliance by the City or OCOG, as applicable, or any of its Representatives, with any Applicable
Law.
Games Agreement, Page 21
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 IPC 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
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.
Games Agreement, Page 22
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.
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 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 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, 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 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. 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.
Games Agreement, Page 23
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.
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
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]
Games Agreement, Page 24
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:
CITY OF ARCADIA
By: ___________________________
Dominic Lazzaretto
City Manager
Date: _________________________
APPROVED AS TO FORM: ATTEST:
By: ___________________________ By: _________________________
Michael J. Maurer City Clerk
City Attorney
LOS ANGELES ORGANIZING COMMITTEE FOR THE OLYMPIC AND PARALYMPIC
GAMES 2028
By: ___________________________
Reynold N. Hoover
Chief Executive Officer
Date: _________________________
A-1
Games Agreement Exhibit A
Addresses for Notices
THE CITY OF ARCADIA
Dominic Lazzaretto
City Manager
240 West Huntington Dr.
Arcadia, CA 91066
Linda Rodriguez
City Clerk
240 West Huntington Dr.
Arcadia, CA 91066
Michael J. Maurer
City Attorney
Best Best & Krieger LLP
300 South Grand Ave, Suite 2500
Los Angeles, CA 90071
LOS ANGELES ORGANIZING COMMITTEE FOR THE OLYMPIC AND PARALYMPIC
GAMES 2028
Reynold Hoover
Chief Executive Officer
1150 S. Olive Street
7th Floor
Los Angeles, CA 90015
John Harper
Chief Operating Officer
1150 S. Olive Street
7th Floor
Los Angeles, CA 90015
Elisabeth Freinberg
Chief Legal Officer
1150 S. Olive Street 7th Floor
Los Angeles, CA 90015
B-1
Games Agreement Exhibit B
City Ad Space
Type Location Third Party Contract
(including Third Party Name, Contact
Information, and Contract Term)
Streetlight Pole
Banners
As many as 229
Streetlight Poles could
be used along
Huntington and
Baldwin and possibly
Santa Anita. Double
sided banners on all
poles (35” x 96”).
Note: Santa Anita
uses about 90 poles
each year.
City-owned streetlights. Santa Anita
Racetrack uses them each year. Vendor is:
The Amgraph Group
2091 Del Rio Way
Ontario, CA 91761
1-877-321-8121
Decorative Streetlight
Pole Banners
(smaller)
96 double bracket
poles and 44 single
bracket poles in
Downtown Arcadia
(16” x 50”) and 48
single bracket poles
along South Baldwin
Avenue (35” x 72”).
City-owned poles. Amgraph is the vendor.
See address above.
“Across the Street”
Banners.
Seven (7) different
high-visibility
intersections around
the City. S
tandard size is 30’ x
4’.
City-owned. Public Works Services
Department can install.
Arcadia Transit Bus
Wraps
At least 18 buses City
wide on Fixed routes
and Dial-a-ride. Could
provide potential
shuttle service to
Olympic venue.
City-owned. Vendor is:
TransDev
4337 Rowland Ave
El Monte CA 91731
(818) 439-7377
Light Rail Station
Plaza and Parking
Structure
Location for
installations, posters,
parking structure
banners.
City-owned location where many Olympic
patrons will arrive to Arcadia on Metro
trains.
Chamber of
Commerce Building
and locations within
Right-of-Way along
Huntington Drive
Location for
installations, public
art, light displays, etc.
City-owned right-of-way/property directly in
front of Olympic venue at Santa Anita
B-2
A-Line (Metro)
Bridges over City
Streets
Bridge at Santa Anita
location for Olympic
colors, lights,
projections, or
banners. Bridge at
Huntington and
Second location for
banners.
City-owned but through partnership and
coordination with Metro.
Bekins Building Self
Storage Building.
Mural, projections,
banners, wraps, etc.
33-35 W. Huntington.
Very large wall facing
westbound traffic as
moving toward Santa
Anita Park
Private location. Coordination between City
and private owner (Jeff Lee) that City could
facilitate.
C-1
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. 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 1 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-2
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.
E-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;
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 of Sections 21 (Risk Management) 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 (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.
E-1
Games Agreement Exhibit E
City Marks
Trademark Description
Peacock Logo
Peacock Logo Black
Peacock Logo White
E-2
Secondary Peacock Logo
Secondary Peacock Logo Black
Secondary Peacock Logo White