Item No. 7.
TO:HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM:OFFICE OF THE CITY MANAGER
BY:JUDDY MONTENEGRO, INTERIM ASSISTANT TO THE CITY MANAGER DATE:FEBRUARY 10, 2026
SUBJECT:
RATIFICATION OF AN AGREEMENT WITH THE LOS ANGELES WORLD CUP 2026 HOST
COMMITTEE TO HOST AN OFFICIAL WORLD CUP FAN ZONE IN THE CITY OF DOWNEY
EXECUTIVE SUMMARY
The City Council will consider ratifying the City Manager's approval of an agreement with the Los Angeles World Cup 2026 Host Committee (LAWCHC) to host an Official World Cup Fan Zone in the City of Downey. In order for Downey to have been confirmed as an official Fan Zone, City staff had to negotiate and enter into an agreement with LAWCHC by a deadline of January 23, 2025, as well as, maintain confidentiality until an official announcement was made at a press event that took place on January 28, 2026. Downey was one (1) out of nine (9) sites announced as Official Fan Zones that will help bring the excitement of the World Cup to soccer fans in the City and around the region.
RECOMMENDATION
That the City Council:
1. Ratify the City Manager's execution of an agreement with the Los Angeles World Cup 2026 Host Committee (LAWCHC) to host an Official World Cup Fan Zone in the City of Downey; and,
2. Authorize the City Manager to execute all amendments to the agreement.
BACKGROUND
Known as the world's largest global event, the FIFA World Cup 2026 is coming to Los Angeles this summer. It is anticipated that hundreds of thousands of fans will make their way to Los Angeles to experience World Cup matches that will be hosted in the region. The Los Angeles World Cup 2026 Host Committee (LAWCHC) is the official Committee with full authority and responsibility to carry out the eight (8) matches in L.A. at SoFi Stadium, and for the coordination of official fan engagement activities hosted by external regional stakeholders.
In August 2025, LAWCHC released a Request for Proposals (RFP) inviting venues and districts across L.A. County to host Official Los Angeles World Cup 2026 Fan Zones throughout the tournament. The RFP was specifically released to selected venues. When the City learned of the RFP, staff reached out to request a copy and asked for the opportunity to submit a proposal to be considered as a Fan Zone. City staff worked diligently to prepare a proposal and submitted a final copy in September 2025. The RFP stated that submitted proposals must meet the minimum requirements as outlined:
Capacity to handle the estimated crowd size, which is estimated to be 10,000-15,000 in Downey Have the financial resources to produce a professional and secure event
Responsible for providing public safety and security
Medical and emergency response strategies in place
Onsite medical staff and first aid stations
Venue should have adequate lighting for all areas, especially during evenings Provide seating and shaded areas
Be accessible to people with disabilities, including ramps and pathways Offer diverse food options for various dietary needs
Provide sufficient parking
Metro accessibility
In late December 2025, staff was notified that it had been selected to host an Official World Cup Fan Zone on June 20, 2026 at Stonewood Center. Capacity, infrastructure, entertainment plans and ability to cover the costs, all played major roles in determining Downey's selection.
LAWCHC requested that the City not share information about the selection until an agreement was executed and until the day of the press event, which took place on January 28, 2026. Since the City was given a deadline of January 23rd to execute the contract and was asked to not release any information, the City Manager, under his authority, signed the agreement with the intention of bringing it before the City Council for ratification once the official announcement was made.
Downey is proud to be one (1) out of nine (9) sites announced as official Fan Zones. The other sites include:
The Original Farmers Market - June 18-21
Heart of the City: Union Station & LA Plaza de Cultura y Artes - June 25-28 Hansen Dam Lake - July 2-5
LA County’s Earvin “Magic” Johnson Park - July 4-5
Los Angeles County Whittier Narrows - July 9-11
Venice Beach – July 11
Fairplex - July 14-15 & July 18-19
West Harbor - July 14-15 & July 18-19
ANALYSIS
The City is committed to providing an exceptional experience for soccer fans in the local community and is currently working on the details and logistics to carry out a successful, all day Fan Zone event. Benefits of hosting a Fan Zone in the City are:
Economic Impact: Drive significant revenue for our local economy, with California cities expecting millions in economic impact and hundreds of thousands of visitors.
Enhanced Tourism and Visibility: Promote Downey through the new Discover Downey Branding to an international audience, showcasing local amenities and key destinations Inclusive Fan Engagement: As a free, public, all-ages events, the event provides an accessible way for residents and surrounding community members to enjoy the atmosphere without needing expensive match tickets.
Support for Local Business: Boost local businesses, restaurants, and vendors through increased foot traffic and, in some cases, dedicated local vending opportunities.
Unique Celebration and Atmosphere: Provide a centralized location for soccer fans to gather, featuring live entertainment, large-screen match broadcasts, and interactive activities.
Community Pride: Help build a sense of community pride by allowing residents to participate directly in the global event.
The Fan Zone will be held on Saturday, June 20, 2026 at Stonewood Center and will feature the following live matches:
10:00 a.m. - Netherlands vs. UEFA Playoff B
1:00 p.m. - Germany vs. Ivory Coast
7:00 p.m. Ecuador vs. Curacao
9:00 p.m. Japan vs. Tunisia
The City will be responsible for the implementation and total cost of the event. Currently, City staff is finalizing the lease agreement with Stonewood Center and an approved Los Angeles Sports and Entertainment Commission event production company to help supplement City staff and help deliver a successful Fan Zone experience. These agreements will be coming before the City Council at upcoming City Council meetings.
Together with its partners, the City believes it can carry out a successful, inclusive, and family friendly World Cup experience for the community and the entire southeast L.A. County region. Final details regarding the Official World Cup Fan Zone in the City of Downey is planned to be released in April.
CITY COUNCIL PRIORITIES
Economic Vibrancy
Quality of Life, Safety & Infrastructure
Public Engagement
FISCAL IMPACT
There is no fiscal impact.
ATTACHMENTS
Attachment A: Agreement with Los Angeles World Cup 2026 Host Committee (LAWCHC)
Attachments
City of Downey - Official Fan Zone Agreement 1-23-26 EXECUTED.pdf
DocuSign Envelope ID: 4A378610-10F2-4648-B52C-7E7356560B3A
1 OFFICIAL FAN ZONE AGREEMENT
WORLD CUP 2026
LOS ANGELES
This OFFICIAL FAN ZONE AGREEMENT (the “Agreement”) is entered into effective as of January 22, 2026 (the “Effective Date”), by LOS ANGELES WORLD CUP 2026 HOST COMMITTEE ( “LAWCHC”), and OFFICIAL FAN ZONE at the City of Downey (the “Site Party”).
RECITALS
WHEREAS, LAWCHC is the official World Cup Host Committee with full authority and responsibility to carry out the eight (8) matches in Los Angeles at SoFi Stadium and the curation of official fan engagement activities hosted by external regional stakeholders for a certain period of time surrounding the tournament;
WHEREAS, LAWCHC is authorized by FIFA to arrange for an Official Fan Zone related to the World Cup Matches in Los Angeles;
WHEREAS, LAWCHC is entered into a certain agreement with the Los Angeles Sports & Entertainment Commission (“LASEC”) to help carry out certain host committee responsibilities;
WHEREAS, the Site Party understands and agrees that this Agreement is further subject to the requirements of FIFA, which are amended from time to time by FIFA;
WHEREAS, the Site Party has submitted a certain bid (“Bid”), in response to a certain Request for Proposal (“RFP”), to serve as the host organization for one of the Official Fan Zone (the “Official Fan Zone”), and such bid submission has been considered by LAWCHC;
WHEREAS, the Official Fan Zone covered by this Agreement shall be held at the City of Downey (the “Site”); and
WHEREAS, LAWCHC and the Site Party desire to enter this Agreement to further set forth their respective rights and responsibilities in connection with the Official Fan Zone.
AGREEMENT
1. OFFICIAL FAN ZONE RESPONSIBILITIES
1.1. Designation. Upon the Effective Date, LAWCHC hereby recognizes the Site Party as one of the host sites for an Official Fan Zone, subject to the terms and conditions of this Agreement and pursuant to the terms and conditions of the RFP, which RFP terms and conditions are incorporated in this Agreement as if they are set forth herein in their entirety. The terms and conditions of the RFP and the Bid are incorporated into this Agreement as if set forth in full herein. To the extent that any inconsistency exists between the terms and conditions of the RFP and/or Bid and the terms and conditions of this Agreement, the terms and conditions of this Agreement shall control.
1.2. Acceptance of Rights and Obligations. The Site Party hereby accepts all of its responsibilities with respect to and covenants and agrees to undertake all of its obligations for the Official Fan Zone, as contemplated by this Agreement, the RFP and the Bid. The Site Party further Docusign Envelope ID: 3FB4F30E-9EF2-4543-8679-6030986A004F
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2 covenants and agrees that it shall work closely with LAWCHC in connection with the organization and staging of the Official Fan Zone, but ultimately the Site Party agrees that it shall have the sole liability and responsibility for the Official Fan Zone and LAWCHC shall have no liability for such Official Fan Zone, other than as expressly set forth in this Agreement.
1.3. The Site Party shall act as the local organizer of the Official Fan Zone and will be responsible for the planning, preparation and delivery of all operational and security elements of the Official Fan Zone, the overall Site operations, and the corresponding financing of these, pursuant to the RFP, the Bid and this Agreement. Site Party agrees and understands that LAWCHC will not be providing dedicated safety and security resources for the Official Fan Zone. Site Party is solely responsible for safety and security, including, without limitation, developing and implementing its own safety and security plan in coordination with local law enforcement and public safety agencies having appropriate jurisdiction.
1.4. During the term of this Agreement, as the relevant details are known and defined for a specific subject matter, LAWCHC will endeavor to summarize all such information and details as LAWCHC deems necessary and appropriate and will share such information with the Site Party.
1.5. LAWCHC will provide the Site Party with a public viewing license on terms and conditions acceptable to LAWCHC for those dates that are designated for viewing at the Official Fan Zone, which license shall be obtained on or prior to February 15, 2026, which shall be provided at the sole cost and expense of LAWCHC. The public viewing license shall cover all matches taking place on the days of the Official Fan Zone activation listed in 1.6.2. In the event that a public viewing license is not obtained by February 15, 2026, absent written agreement of the parties to the contrary, this Agreement shall terminate.
1.6. Bid Specifications and Responses Binding.
1.6.1.The parties acknowledge and agree that by submitting the Bid and executing this Agreement, the Site Party covenants and agrees, at its sole cost and expense , to (a) comply with all of the terms of this Agreement, the RFP and the Bid in all material respects, (b) ensure that the venue offered in the Bid is available for use on the terms set forth in the Bid, (c) otherwise perform all obligations of, and promises made by, the Site Party as and to the extent set forth in the Bid, (d) provide the additional promises and considerations set forth in any enhancements to the Bid submitted by the Site Party, and (e) ensure that any governmental entities or other third parties executing agreements, guarantees, commitments or undertakings pursuant to the Bid (including, without limitation, police and fire departments and other governmental entities) (the “Third Party Agreements”) fully honor and perform all of such agreements, guarantees, commitments or undertakings. The Site Party acknowledges and agrees that, in the event that it: (i) fails to comply in any material respect with any of the terms of this Agreement, the RFP and the Bid, (ii) fails to ensure that the venue offered in the Bid is available for use as set forth herein, or (iii) any Third Party Agreements are not fully performed, without limiting any and all relief or remedies which the LAWCHC has at law or in equity, the Site Party shall be fully and financially responsible for making ensuring that the LAWCHC receives the full benefit of the terms and obligations of this Agreement, the Bid and the RFP and any Third Party Agreement as if fully performed. The Site Party shall use commercially reasonable efforts to ensure that all Third Party Agreements are wholly consistent with this Agreement, but at the same time, third parties do not need to be a party to this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, the Docusign Envelope ID: 3FB4F30E-9EF2-4543-8679-6030986A004F
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3 parties recognize that flexibility on non-material matters will exist in specifications and implementation so long as at all times compliance with this Agreement occurs.
1.6.2.Without limitation of any other provision of this Agreement, the Site Party covenants and agrees that, pursuant to the Bid, it has agreed, and is obligated, to secure the use of the following venue for its Official Fan Zone (the “Key Venue”):
Site Official Event Production Company Dates
Stonewood Center Official World Cup Fan
Zone at the City of
Downey
Be Social Productions June 20, 2026
The Site Party and LAWCHC acknowledge and agree that LAWCHC would be materially damaged in the event that the Site Party does not secure the use of the Key Venue on the World Cup match dates in Los Angeles provided in the RFP and the Bid.
1.6.3.The Site Party shall appoint an Official Fan Zone project lead and accredited production company as the Site representative and main point of contact responsible for the delivery of the Official Fan Zone and the day-to-day operations. The Site Party shall provide LAWCHC the project lead and her or his contact information immediately upon request by LAWCHC.
1.6.4.The Site Party shall ensure that the Official Fan Zone should be open to the general public from a minimum of one and a half hours prior to the kick-off of the first Match broadcast on each Match Day until at least one hour after the last Match broadcast on that day, for every day the Site is open. Official FIFA World Cup 26 ceremonies held before or after a Match shall be broadcast at the Official Fan Zone. The opening/closing times shall be adjusted accordingly. The final operating hours shall be determined on an individual basis in consultation with LAWCHC. Existing businesses located at or around the Site may be encouraged, but shall not be required, to alter their ordinary operating hours to coincide with or accommodate Official Fan Zone operations.
1.7. Guidelines and Directives; Ethical Conduct. The Site Party shall perform its obligations with respect to the Official Fan Zone, and shall otherwise conduct its own business operations, in compliance with all commercially reasonable guidelines, standards, policies and directives issued by the LAWCHC and/or FIFA from time to time and provided in advance to the Site Party for its review and implementation, and shall otherwise conduct its activities in compliance with all applicable laws, rules and regulations and in such a way as to promote the goodwill associated with the Official Fan Zone as approved by LAWCHC. The Site Party and its officers, directors, employees and representatives shall not at any time disparage or bring into disrepute the good name, reputation or image of the Official Fan Zone, FIFA or LAWCHC.
The Site Party will have policies and procedures in place to ensure that all employees, officers, directors and other representatives of the Site Party conduct themselves and the Site Party's business operations with integrity and to maintain a high standard of personal and professional conduct with respect to their business dealings and other relationships in connection with the Official Fan Zone. The Site Party shall provide such policies and procedures to LAWCHC promptly upon request. The Site Party, and each of its employees, officers, directors and other representatives, shall avoid activities which, in the reasonable determination of the LAWCHC:
(a) involve, or might reasonably appear to involve, unethical conduct or a conflict of interest; (b) might cause embarrassment to LAWCHC or FIFA; (c) might compromise the integrity and quality of decision-making necessary to LAWCHC's effective governance; or (d) might Docusign Envelope ID: 3FB4F30E-9EF2-4543-8679-6030986A004F
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4 jeopardize LAWCHC's or FIFA’s reputation and support. In the event any employees, officers, directors or other representatives of the Site Party engage in any of the foregoing activities or otherwise violate this Section, the Site Party will promptly notify LAWCHC and shall cooperate with LAWCHC and shall take all appropriate actions to prevent the foregoing activities from continuing and/or remedy any violation of this Section, with due consideration of any specific actions requested by LAWCHC, subject to applicable laws, the Bid and the RFP. For guidance on guidelines, please refer to
https://digitalhub.fifa.com/m/79017a0bef51a587/original/FIFA-Sustainable-Sourcing-Code-EN_Sept- 2021.pdf
1.8. Modifications to the Bid. The Site Party recognizes that LAWCHC or FIFA reserves the right to reasonably modify or supplement the requirements of this Agreement from time to time and the Site Party covenants and agrees to adapt to such amendments or supplements so that the Official Fan Zone will be presented in the best possible manner, so long as modifying or supplementing the specifications and requirements does not cause a materially adverse effect or a material cost increase on the Site Party. . Should any modifications covered by this Section result in materially adverse effects on the financial or other obligations of the Site Party, it will inform the LAWCHC, and the LAWCHC and the Site Party shall negotiate promptly and diligently in good faith an amendment to this Agreement to address such adverse effects in a mutually satisfactory manner. If the parties cannot reach a mutually satisfactory resolution after diligently and in good faith pursuing a resolution over at least a ten (10) business day period, then the Site Party shall have the right to terminate this Agreement at its own cost and expense by providing written notice to LAWCHC. Upon such termination, the Site Party shall be solely responsible for all actions, costs and expenses that are necessary and appropriate to terminate and cancel the Official Fan Zone, including, without limitation, the termination of all contractual and other relationships, the publication of the cancellation of the event, the refund any amounts paid to sponsors and attendees and the payment of any termination fees and penalties, among other things. Upon such termination, neither party shall have any further obligation to the other, other than the obligations of the Site Party that are intended under this Agreement to survive.
1.9. Milestones and Progress Reports. The Site Party shall work diligently at all times related to the Official Fan Zone and shall meet the timing and milestones as set out by LAWCHC and FIFA. At intervals starting in calendar year 2026, the Site Party shall submit to the LAWCHC written progress reports and financial reports describing the status of the Site Party’s plans relating to the Official Fan Zone and any related event. LAWCHC reserves the right from time to time to request additional progress reports as deemed necessary or appropriate.
The Site Party shall meet the following milestones, which milestones may be reasonably adjusted by LAWCHC from time to time. LAWCHC will provide more information about deliverables and other requirements to be met by each of the following milestones:
• Stage 1: Official Fan Zone Concept OUTLINE – January 30, 2026 • Stage 2: Official Fan Zone Concept DETAILED – February 27, 2026 • Stage 3: Official Fan Zone Concept FINAL – April 24, 2026 • Stage 4: Official Fan Zone Implementation plans and documents – May 15, 2026
LAWCHC will regularly organize Site Workshops specifically for the Official Fan Zone. The purpose of these workshops is to provide the Site Party project team with general information Docusign Envelope ID: 3FB4F30E-9EF2-4543-8679-6030986A004F
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5 and updates about the project, to present and discuss subject-related questions, to jointly discuss planning aspects and answer any questions from the Site.
1.10. The Site Party shall be financially responsible for all costs related to the planning, production and hosting of the Official Fan Zone including, without limitation:
• Site Fee/Rental
• Display Screen and Stage: Provide a designated area with a display screen and full audio setup as detailed below:
-The Site Party shall provide high-resolution screens from world-class manufacturers to provide all visitors with an outstanding viewing experience. It is important to note that the quality of a screen cannot be validated by figures only. For instance, a small pixel pitch is not necessarily a proof of superior quality screen. Brightness data is not conclusive if a screen is not properly maintained or calibrated.
-A screen is considered to be of good quality if it has a bright picture (even in direct sunlight), high contrast, natural colors, a great viewing angle and no patchiness. No written screen specifications alone provide sufficient proof that a screen has appropriate picture quality.
-The latest technical developments have proved that black-face SMD screens provide by far better contrast in comparison to white-face SMD screens. Hence, the black-face SMD screens with better contrast and significantly advanced performance in direct sunshine will provide a better viewing experience for the visitors relative to white-face SMD screens. As a result, the Site shall use black-face SMD screens wherever possible. White-face SMD screens may only be used in areas where the screen is not exposed to the sunlight.
-Due to the importance of excellent screen quality, LAWCHC reserves the right to approve the proposed screens with a live screen test, conducted together with the Site. This live screen test shall take place four to six months before the start of the Official Fan Zone.
-If the screen does not meet the necessary quality standards in the live screen test, LAWCHC has the right to reject the screen proposed by the Site Party. In the event of a rejection, the Site Party shall propose alternative screens, followed by another live screen test. The costs for all live screen tests shall be covered by the Site Party.
-The sound equipment used at the Official Fan Zone shall serve two purposes: live broadcasts of Matches and on-stage entertainment such as music concerts. Excellent sound quality is vital for the event and football- viewing experience and shall be a powerful and widely recognized system among world-class artists. The sound system shall be integrated into the emergency security concept and shall be at least partially connected to an uninterrupted power supply and must be able to provide a sufficient level of volume to guide people.
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6 -Sample specifications for the screen, size and quantity will be made available by LAWCHC upon request. The number of screens is determined at the discretion of the Site Party. The location of the screen or screens must be set away from any visible storefronts or third party branding.
- Sample specifications for the sound equipment will be made available by LAWCHC upon request.
• Permits: The Site Party is solely responsible for securing all necessary public permits and ensuring that event operations comply with local ordinances, rules, laws, regulations, and codes as well as obtaining all permits, licenses, rights, clearances, toward the implementation of the Official Fan Zone in full accordance with all local and national laws and regulations.
• Insurance: The Site Party shall maintain adequate insurance in relation to the Event as provided in this Agreement.
• Public Services: The Site Party shall obtain full support (and pay all costs) for public safety, highway patrol, security, fire, EMT, and Department of Transportation, in each case if and as necessary, for safety and smooth operations. The Site Party is solely responsible for event safety and security including safe ingress, circulation and egress of all individuals attending the event, crime management processes within the event, secure perimeter, access control, evacuation plans, hostile vehicle and hostile drone mitigation strategies as appropriate, and medical and emergency response relating to individual care, and an all-hazards emergency response, including aspects of command, control, communications and coordination, evacuation, mass evacuation and shelter-in-place strategies.
• Ambush Marketing Officer/Support: The Site Party shall undertake commercially reasonable efforts to prevent unauthorized marketing that conflicts with FIFA and LAWCHC donors and supporters. The Clean Zone shall be within the footprint of the Official Fan Zone. Site Party shall undertake commercially reasonable efforts to ensure that no counterfeit merchandise sales occur at the Official Fan Zone which may negatively affect the intellectual property rights of LAWCHC or FIFA.
• Event Infrastructure needs to include:
o Clean, accessible restroom facilities
o Regular cleaning and waste management, implementing a green/recycling plan to minimize the impact of the Official Fan Zone on the environment
o Multiple water refill stations
o Onsite medical staff and first aid stations
o Diverse food options for various dietary needs
o Adequate lighting for all areas, especially during evenings o Seating and shaded areas
o Clear signage for navigation and information (including FIFA and Host City partner names / logos where necessary)
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7 o Event Activation space provided free of charge for Host City Supporters and FIFA Commercial Affiliates (option for them to participate)
o Accessible to people with disabilities, including ramps and pathways o Parking
o Metro accessibility
• Post Event Cleanup: Cleaning the venue and surrounding area after the event
• Décor and Branding on Site. The implementation of all onsite branding elements including entrance and exit gates, stage, fences, etc. is the sole responsibility of the Site Party and shall be in accordance with the overall Brand Manual (to be provided once awarded).The Brand Manual shall provide clear guidance for the application of relevant logos at the Official Fan Zone, such as the Official Emblem, Official Fan Zone logos, Host City logos, Official Fan Zone word mark and the use of such logos in conjunction with Host City Supporters. The Brand Manual will be provided by LAWCHC within a reasonable time following Bid award. The Brand Manual will also determine how commercial on-site branding shall be implemented and provide corresponding specifications. All branded décor items must only include the logos from Commercial Partners and Host City Supporters. All other branded décor elements (fencing, towers, etc.) need to be event branded only with approved commercial partners required to be recognized on signage flanking the stage.
• Responsibility for Costs: All costs associated with the planning, permitting, and execution of the Official Fan Zone, including but not limited to security, public safety, staffing, and operations are the sole responsibility of the Site Party. The Site Party is solely responsible for providing “sufficient financial funding” for the Official Fan Zone and all aspects thereof and LAWCHC has no financial funding obligations whatsoever. The Site Party specifically understands and agrees that all anticipated FIFA World Cup 2026 State and Federal funding is allocated for and shall be fully exhausted in connection with the extensive safety and security program projected for the official host committee commitments and as such, no such funding shall be available to the Site Party or the Official Fan Zone.
The Site Party may not seek reimbursement from LAWCHC, FIFA, LASEC or any grant funds awarded to LAWCHC, FIFA, LASEC, or its or their subrecipients. Any commitments of resources from local or state agencies must be arranged and funded directly by the Site Party.
Notwithstanding anything to the contrary set forth in this Agreement or otherwise, the Site Party agrees and understands that LAWCHC has no financial responsibility for any aspect of the Official Fan Zone and further that the Site Party has no right or entitlement to any public (whether federal, state or local) or private funds that have been provided or may be made available to LAWCHC, LASEC, FIFA or any other entity involved in the World Cup.
2. SOCIAL MEDIA
2.1. Site Party Website. The Site Party agrees that it shall not establish its own website dedicated solely to promoting the Official Fan Zone. The Site Party agrees to work with LAWCHC to be featured on LAWCHC website promoting the Official Fan Zone as LAWCHC may reasonably determine. The Site Party may additionally establish a landing page to its own existing website Docusign Envelope ID: 3FB4F30E-9EF2-4543-8679-6030986A004F
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8 promoting the Official Fan Zone in a manner consistent with LAWCHC standards and so long as the landing page does not violate any intellectual property or other rights held by FIFA, LAWCHC or any other third party. The Site Party will be solely responsible for the development of a ticketing plan for the selling of tickets to the Official Fan Zone, which plan must be approved by LAWCHC.
2.2. Site Party Social Media Accounts. The Site Party may not establish a new social media account for itself on any platform dedicated solely to promoting the Official Fan Zone. The Site Party may, however, employ existing social media accounts on any platform to amplify and promote LAWCHC posts about the Official Fan Zone and otherwise as provided by LAWCHC.
3. VENDORS
3.1. Vendor Selection. The Site Party shall use commercially reasonable efforts to select vendors from local businesses whenever possible and shall use commercially reasonable efforts to ensure that the production of the Official Fan Zone infrastructure and decor meets all standards that LAWCHC expects and desires to ensure the quality of the event commensurate with a World Cup Match worldwide production.
4. TELECAST AND RELATED RIGHTS
4.1. LAWCHC’s Responsibility and Rights. LAWCHC shall use commercially reasonable efforts to secure the official broadcast license for live streaming of the Matches, all at the cost of LAWCHC, as otherwise described in this Agreement, on or prior to February 15, 2026. In the event that LAWCHC is unable for any reason whatsoever to be able to obtain the official broadcast license on or prior to February 15, 2026, after exerting its best efforts without litigation or extraordinary cost, then this Agreement shall be terminated and neither party shall have any further obligation to the other than as expressly set forth in this Agreement. The Site Party agrees that it shall have no ownership or other rights relating to the telecasts and recordings of the World Cup matches, including without limitation, (a) all copyrights, original term copyrights, renewal copyrights, extension term copyrights, copyrights in derivative works, moral rights and applications for copyright registration, (b) all copyright certificates and other copyright documents or files, regardless of medium of storage, and (c) all rights relating thereto under the copyright laws of every country and jurisdiction throughout the world, including, without limitation, rights of publication.
4.2. Requirements. At all times, the Site Party shall handle the live streaming of the matches at the Official Fan Zone as set forth in this Agreement, the RFP, the Bid, in accordance with FIFA Requirements and subject at all times to the broadcasting rights of the Fox or Telemundo networks as well as applicable law.
4.3. Work Made for Hire. To the extent the Site Party or any party which contracts with or provides services to the Site Party provides production services or work of similar import, if any, in connection with the Official Fan Zone using protected branded material of LAWCHC or FIFA, such services and all creative works and other materials resulting therefrom will be the property of LAWCHC or FIFA and all title and interest therein will vest in LAWCHC or FIFA, and shall not be owned by the Site Party. All such work will be deemed to be “work made for hire” and made in the course of services rendered. To the extent that title to any such work may not by operation of law vest in LAWCHC or FIFA or such work may not be considered “work made for hire”, all right, title and interest therein is hereby irrevocably assigned to LAWCHC or Docusign Envelope ID: 3FB4F30E-9EF2-4543-8679-6030986A004F
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9 FIFA. A “work made for hire” is a work where the commissioning party is considered the legal author, not the individual who actually created the work. In each and every other transaction the Site Party enters relating to the provision of production services in connection with the Official Fan Zone, the Site Party agrees to incorporate a clause in the form of this Section.
LAWCHC has the sole and exclusive right to exploit any and all Media Rights, Marketing Rights Intellectual Property Rights and all other commercial and other rights and opportunities in relation to the Official Fan Zone. Subject to the terms and conditions of this Agreement and FIFA Requirements, LAWCWC grants to Site Party, and Site Party accepts, an irrevocable and royalty-free license to use, reproduce and display in any media and existing platforms, the “work made for hire” to promote and document only in the most positive light its involvement with the Official Fan Zone; provided, however, to the extent issues or concerns are raised by FIFA related to such promotion, LAWCHC shall notify Site Party and Site Party shall immediately cease and discontinue such promotion and documentation.
5. TICKETING MATTERS
5.1. Ticket Sales and Distribution; Credentials. The Site Party agrees that it shall work closely (including consulting and collaborating) with LAWCHC on ticketing platforms, ticket prices and ticket sale dates of availability. This Section 5.1 and Section 5.2 shall not limit any exceptions or rights with respect to tickets and/or suites that are expressly set forth in the Bid.
All revenue from the ticket sales shall belong to the Site Party. In connection therewith, Site Party may develop premium inventory and experience and may determine, in its discretion, pricing therefor. It is recommended by LAWCHC that general admission tickets are free to the public.
5.2. No Other Commitments. Other than as may be provided in the Bid, LAWCHC has not made any commitments or promises of any kind to the Site Party, or to any individuals who are members of, or affiliated with, the Site Party, with respect to tickets to the Official Fan Zone.
The Site Party represents and warrants that it has made no commitments or promises of any kind to any individual or entity relating to tickets to the Official Fan Zone.
5.3. Other Ticketing Guidelines/Requirements. All attendees (including, without limitation, attendees of the general public that have free tickets) must have a ticket for entry. The Site Party may offer Premium Tickets for sale with premium or priority services for a defined capacity and in a specific area of the Official Fan Zone (“Premium Ticketing or Premium Tickets”). Premium Tickets may grant Ticketholders access to premium or priority services.
The Site Party shall develop and submit to LAWCHC for its prior written approval, by no later than March 31, 2026, a comprehensive and detailed Premium Ticketing Concept (“Ticketing Concept”) setting out all matters relating to the implementation and operation of the Premium Ticketing operation. Premium Tickets may not be used for promotional or other commercial purposes, other than by Host City Stakeholders, FIFA, Commercial Partners or other third parties approved by LAWCHC. The ticket design and layout shall be free from any commercial branding, unless approved in writing by LAWCHC. The Site Party shall comply, and shall use commercially reasonable efforts to ensure that any Ticketing Provider complies, with all applicable laws relating to the protection of personal data collected, processed and/or transferred by the Site Party or the Ticketing Provider. The Site Party shall inform LAWCHC as to the ticket provider that Site Party selects. The Ticket Provider must be a reputable ticketing service company that is mutually acceptable to Site Party and LAWCHC such as Ticketmaster, Eventbrite, Seat Geek, Vivid, or Stub Hub. To promote the Official Fan Zone and sell Premium Tickets, the Site Party may sublicense to the approved Ticketing Provider the Docusign Envelope ID: 3FB4F30E-9EF2-4543-8679-6030986A004F
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10 use of the Licensed IP (as defined below), subject to the following framework, which must be followed and enforced by the Site Party:
o The use of the Licensed IP by a Ticketing Provider is strictly limited to the use in promotional and editorial materials with a functional, editorial and visual integration for the sole purpose of promoting the Official Fan Zone and selling Premium Tickets. The Ticketing Provider must submit to LAWCHC a promotional concept outlining the manner of promotion of Premium Tickets and the use of any Licensed IP, as well as any designs for LAWCHC’s prior written approval;
o Each and every use of Licensed IP by a Ticketing Provider is subject to LAWCHC prior written approval. A Ticketing Provider must not alter, adapt or create any derivation of any of the Licensed IP and shall use the Licensed IP strictly in accordance with LAWCHC instructions and guidelines.
o Any Ticketing Provider shall cooperate with and assist LAWCHC in any defense of any action, proceeding or claim related to the use of the Licensed IP by the Ticketing Provider
o Any Ticketing Provider shall refrain from the development or registration of any name, logo, trademark, indicia, brand name, symbol, service mark or other mark (whether registered or unregistered) or designation which may be inferred by the public as identifying with FIFA, the competition, the Official Fan Zone or any other FIFA competition, including the words “World Cup”, “Mundial”, “FIFA”, “Coupe du Monde”, “Copa do Mundo”, “Copa del Mundo” (or any other term used in any language to identify the competition or any other FIFA event), or any similar indicia or derivation of such terms, logo, trademark, indicia, brand name, symbol, service mark or other mark (whether registered or unregistered) or designations or dates in any language.
o The Ticketing Provider shall not create any direct or indirect association with FIFA, any Licensed IP, with the Official Fan Zone or the competition or the use of any exclusive language. The aim is to sell Premium Tickets and not to confuse the role of the Ticketing Provider with being a partner of FIFA, the FIFA World Cup 26, the Official Fan Zone or any competitions organized by FIFA.
o The Ticketing Provider shall not engage in any communications, such as press releases or the like, which creates, in LAWCHC opinion, any direct or indirect association between the Ticketing Provider and FIFA, any Official Fan Zone or the competition.
o Ticket promotions by the Site with online and offline referrals to the Ticketing pages of the Ticketing Provider should only use the functional mentioning of the Ticketing Provider with a standard phrase and no logo presence (e.g. online: “Get your Tickets here” or offline: “Visit Ticketingprovider.com to get your Premium Tickets”).
5.4. Ticket Allocation. LAWCHC shall be entitled to request and receive a reasonable number of complimentary premium ticket packages which are to be allocated and made available as constituent packages, but in no event more than twenty (20) premium tickets per day.
6. COMMERCIAL EXPLOITATION
6.1. LAWCHC’s Rights. The Site Party agrees that it has no ownership or commercial rights to the Docusign Envelope ID: 3FB4F30E-9EF2-4543-8679-6030986A004F
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11 Official Fan Zone, including, without limitation, all rights to create and/or designate official posters, programs, merchandise and computer sites and databases, on tickets, in telecasts or recordings, and all rights to further exploit the Official Fan Zone in any and all media and in any and all forms, whether now known or hereafter developed. Notwithstanding anything to the contrary set forth in this Agreement, the Site Party may sell sponsorships to strategic partners of Site Party that do not conflict with LAWCHC or FIFA sponsorships and otherwise to parties approved by LAWCHC.
Marketing and Media. The Site Party shall develop a marketing plan, which marketing plan shall be subject to the prior written approval of LAWCHC. LAWCHC agrees to promote the Site Party and the Official Fan Zone across all LAWCHC channels or platforms as LAWCHC may reasonably determine. Although FIFA and LAWCHC will draw up their own communication plans, the parties shall work together to achieve a unified communication for the Official Fan Zone. LAWCHC will provide guidelines to the Site Party based on FIFA’s overall brand and communication strategy for the Official Fan Zone. Such guidelines may also include marketing materials to support the Site Party.
The promotion or announcement of political or religious messages or any other political or religious activity of any kind, and the violation of religious neutrality inside or in the immediate vicinity of the Official Fan Zone, is strictly prohibited. For all communications, the correct and complete event term shall be used:
- Official World Cup Fan Zone at the City of Downey
- The event term shall not be abbreviated in any way or used in separate spellings. - Please note that the English term—Official World Cup Fan Zone at the City of Downey - also be used in Spanish and French. (if applicable)
- The event term shall not be altered in any way or use terms like “Watch Party” or similar in context with the Official World Cup Fan Zone.
- The Official Fan Zone will be referenced as “Official World Cup Fan Zone at the City of Downey” in digital and printed marketing materials. The producer of the materials may be credited in editorial references including in platforms such as press releases or social media copy, among other things.
6.2. LAWCHC Sponsorship Agreements. LAWCHC shall have the right to negotiate all sponsorships at all levels including, without limitation, worldwide, nationwide, and local sponsorships as well the worldwide, nationwide and/or local licenses for the commercial exploitation rights to the Official Fan Zone. The Site Party acknowledges that it does not have any right to appoint local sponsors of the Official Fan Zone without first obtaining the written consent of LAWCHC, which consent may be withheld in LAWCHC’s sole and absolute discretion. The Site Party will cooperate with all entities (including, without limitation, FIFA Commercial Affiliates, Foundational Partners and Host City Supporters) which are appointed by LAWCHC, and will recognize the superior rights granted to them by LAWCHC. LAWCHC agrees to share the Official Fan Zone offering with FIFA Commercial Affiliates and Official Host City Supporters and Foundational Partners and encourage their participation / engagement. The target date for sharing such information is the end of Q1, 2026. The Site Party agrees that any LAWCHC Partner (which may include FIFA Commercial Affiliates, Official Host City Supporters and Foundational Partners) that desires to be involved must be provided with space to activate, at no cost, at all Official Fan Zones. The Site Party agrees that as donors and supporters of LAWCHC and FIFA desire to activate at the Official Fan Zone, the Site Party shall cooperate in all respects with the understanding that any costs of activation shall be at the sole expense of such donor or sponsor. Notwithstanding anything to the contrary set forth in this Section, LAWCHC recognizes that Site Party must sell sponsorships to support the Official Fan Zone and defray certain costs and expenses. LAWCHC shall work with the Site Party to allow for such sponsorships so long as only FIFA commercial affiliate branding is Docusign Envelope ID: 3FB4F30E-9EF2-4543-8679-6030986A004F
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12 allowed to be present on or around the Official Fan Zone stage or stages and LAWCHC and the Site Party will otherwise work together to establish a footprint for sponsor activation that works for all parties.
6.3. Commercial Identification Prohibition. The Site Party shall not, at any time, offer, sell, grant, give away, confer or otherwise provide to any person or entity, whether orally or in writing, any commercial rights relating to Official Fan Zone, other than as expressly set forth in this Agreement.
6.4 Creative Work of Site Party. Site Party shall have ownership of its own creative work unless it utilizes FIFA or LAWCHC logos, trademarked or copyrighted materials in its creative work or art.
7. INTELLECTUAL PROPERTY MATTERS
7.1. Authorized Use. The Site Party is authorized to use the Official Fan Zone branding in décor and marketing. LAWCHC shall provide a tool kit of creative files that includes the official LAWCHC branding and marks. The Site Party will be responsible for all other matters, including, without limitation, determining the layout of décor, as well as printing, installing, and removing / upcycling décor utilized; provided, however, the Site Party must follow any specifically designated stage branding. The Site Party understands and agrees that the stage must at all time be free of all local sponsor logos and competing brands and must conform at all times with the branding manual provided by LAWCHC. The Site Party recognizes the value of the goodwill associated with LAWCHC marks and acknowledges that such goodwill belongs to LAWCHC and that LAWCHC marks have secondary meaning in the minds of the public. The Site Party will not, directly or indirectly, during the term or thereafter, attack or undertake any actions which may negatively affect the intellectual property rights of LAWCHC or FIFA, or attack the validity of this Section 7.
7.2. Prohibited Names and Marks. Except as expressly authorized by this Agreement, the Site Party shall not use and, to the extent within its control, shall prevent its affiliates and third parties from using, as a corporate or other legal name, trademark, trade name or service mark, (a) the words or marks “Official Fan Zone” or any derivation or equivalent thereof, or (b) LAWCHC Marks, or in any other way make use of such or other words, figures or marks in an effort to attach or suggest a commercial identification with the Official Fan Zone.
7.3. Intentionally Omitted.
7.4. Intentionally Omitted.
7.5. Ambush Marketing; Clean Zones. The Clean Zone area is confined to the boundary lines around the Official Fan Zone, where commercial restrictions should apply during the Official Fan Zone. The Site Party shall (a) use commercially reasonable efforts (without the requirement to file a lawsuit) to minimize (i.e., notifying and requesting the assistance of local law enforcement), and cooperate with LAWCHC to minimize, ambush marketing by third parties (i.e. parties that are not Host City Supporters or FIFA Commercial Affiliates) in and around the Official Fan Zone. The Site Party shall use commercially reasonable efforts to ensure that the Site and the surrounding area are free and clear of all branding and related advertising from any commercial entity, other than as approved in writing by LAWCHC. The limits of Clean Zone area should further be implemented by the Site Party, at Site Party’s sole cost and expense, by means of a legal ordinance, regulation or decree. The Site Party shall Docusign Envelope ID: 3FB4F30E-9EF2-4543-8679-6030986A004F
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13 work with local leaders and others having appropriate authority to understand how best to implement the Clean Zone. LAWCHC and the Site Party should aim to limit the impact on local businesses that are located within the Clean Zone area by applying a “business as usual” principle. This means that all existing businesses inside the Clean Zone area will be allowed to operate as normal (i.e. in their everyday business) during the Matches.
8. REPRESENTATIONS, WARRANTIES AND COVENANTS
8.1. No Other Agreements or Undertakings. The Site Party covenants and agrees not to embark on any undertaking or entering into or become bound by any document or agreement that could conflict with the terms of this Agreement or otherwise materially impede the Site Party’s ability to fulfill its obligations under this Agreement and the Bid.
8.2. Compliance with Laws; Performance of Agreements. The Site Party covenants and agrees to conduct its business operations and to perform its obligations under this Agreement and the Bid, in compliance with all applicable laws, rules and regulations, including, without limitation, anti-corruption and anti-bribery laws, rules and regulations and laws, rules and regulations relating to gifts to public officials. The Site Party covenants and agrees to perform all of its obligations under any agreements entered into by the Site Party, whether written or oral, in accordance with the terms thereof, including, without limitation, agreements with vendors, contractors, subcontractors, governmental entities and agencies.
8.3. Required Clauses. The Site Party shall enter into written agreements with contractors, subcontractors, and vendors on terms and conditions acceptable to LAWCHC and all such written agreements must comply with FIFA requirements, including, without limitation, meeting the sustainability and human rights requirements of FIFA (which can be found here:
https://digitalhub.fifa.com/m/79017a0bef51a587/original/FIFA-Sustainable-Sourcing-Code- EN_Sept-2021.pdf).
8.4. Capitalization. The Site Party represents and warrants that at all times during the term it shall be adequately capitalized to perform its obligations and assume its liabilities under this Agreement.
8.5. Authority. The Site Party represents and warrants that: (a) it has the valid right to grant the licenses and authorizations set forth in this Agreement; (b) it has the right, power and legal authority to enter into and fully perform this Agreement in accordance with its terms; and (c) that this Agreement when executed and delivered by it and the other parties hereto shall be a legal, valid and binding obligation enforceable against it in accordance with its terms.
9. INDEMNIFICATION. The Site Party shall indemnify, hold harmless and defend LAWCHC, FIFA, as well as any “FIFA Indemnified Party” defined as any affiliated party with FIFA, any entity hosting a FIFA sponsored event, and any host member association, together with their respective officers, directors, managers, employees, representatives and agents thereof (“FIFA Indemnified Parties”), and each of their respective subsidiaries, officers, directors, agents, representatives, employees, licensees and sponsors (collectively, the “Indemnitees”) from and against any liabilities, obligations, damages, losses, claims, demands, recoveries, settlements, deficiencies, costs or expenses (including, without limitation, reasonable attorneys’ fees and expenses) (collectively, “Losses”) resulting from, arising out of or in connection with: (a) any material breach of this Agreement, the RFP, FIFA Requirements or the Bid by the Site Party; (b) any events conducted by the Site Party in connection with the Official Fan Zone; (c) any contests, sweepstakes or other promotions conducted by the Site Party in connection with the Official Fan Zone; (d) the conduct of the Site Party’s business operations, including, without limitation, the hiring or firing of any employees or agents and the engagement of Docusign Envelope ID: 3FB4F30E-9EF2-4543-8679-6030986A004F
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14 any volunteers, interns or other staff members, whether paid or unpaid; (e) the violation or alleged violation of any applicable laws, rules or regulations in connection with this Agreement; (f) the termination of this Agreement by the LAWCHC and/or the relocation of the Official Fan Zone due to a material breach by Site Party; (g) the use of the Site Party name and the Site Party logo in any lawful manner; and (h) the acts or omissions of any of the Site Party’s employees, agents, officers, directors, representatives, volunteers, contractors, vendors, subcontractors or other persons or entities performing services for the Site Party; provided, however, that Site Party shall not be required to indemnify, hold harmless or defend the Indemnitees, including the FIFA Indemnified Parties, against any Losses to the extent that such Losses are caused by the negligence, recklessness, or willful misconduct of any Indemnitees, including but not limited to LAWCHC. LAWCHC, FIFA and the FIFA Indemnified Parties shall have the right to employ their own counsel and assume their own defense in connection with any action or proceeding to which the indemnification, hold harmless or defense obligations of this Section 9 would be applicable, and the reasonable fees and expenses of such counsel and defense shall be borne by the Site Party and shall be paid when due; provided, however, that Site Party must provide advance written consent to the engagement of such counsel, which consent may not be unreasonably withheld. The Site Party shall use commercially reasonable efforts to ensure that the third parties with whom it contracts has indemnification provisions in favor of LAWCHC and FIFA that meet or exceed the requirements of this Agreement. This provision shall survive termination of this Agreement for a period of five (5) years.
10. INSURANCE. The Site Party shall carry and maintain at its own expense during the portion of the term as required herein, the insurance programs set forth in this Section 10 provided by insurers rated A.M. Best, A-VIII or better. No later than three months prior to the date of the Official Fan Zone, the Site Party shall deliver LAWCHC a certificate of insurance evidencing each program of insurance required under this Agreement. All such certificates of insurance shall be sent via registered or certified mail, or email with a confirmatory copy, by first class mail or a reputable overnight delivery service that provides evidence of delivery shall be addressed to LAWCHC.
10.1. The Site Party’s insurance will be primary and LAWCHC’s insurance, if any, will be non- contributory and excess. When providing the required limit of insurance using a combination of primary and umbrella and/or excess policies, the Site Party will confirm on the certificate of insurance that the umbrella and/or excess policies follow form to the primary insurance and will drop down in the event of exhaustion of the primary insurance. Site Party hereby waives any and all rights of recovery it, or any of its insurance carriers (which may require a waiver of subrogation endorsement) may hereafter have against LAWCHC’ Parties for any injuries and or losses sustained by Site Party, or any damage done to Site Party its property or the property of others under Site Party’s control. The Site Party shall provide the LAWCHC thirty (30) days prior written notice of any cancellation or modification of any of the insurance policies required hereunder.
10.2. Commercial general liability, including bodily injury, property damage, personal and advertising injury liability, contractual liability, liquor liability, and products/completed operations hazards, with limits of not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) annual aggregate, naming LAWCHC entities and their respective affiliates, licensees, subsidiaries, officers, directors, partners, employees, agents, representatives, successors and assigns as additional insureds along with such other persons and entities as may be further directed by LAWCHC, including FIFA; PLEASE NOTE
THAT IF COMMERCIAL GENERAL LIABILITY INSURANCE WILL NOT EXTEND TO
PROVIDE LIQUOR LIABILITY, A SEPARATE POLICY SHALL BE PURCHASED AND SCHEDULED TO UMBRELLA/EXCESS POLICY.
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15 10.3. Commercial Automobile Liability insurance covering ownership, maintenance or use of all owned, non-owned, hired and leased vehicles with limits of not less than One Million Dollars ($1,000,000) combined single limit per occurrence covering bodily injury and property damage liability; naming LAWCHC entities and their respective affiliates, licensees, subsidiaries, officers, directors, partners, employees, agents, representatives, successors and assigns as additional insureds along with such other persons and entities as may be further directed by LAWCHC, including FIFA;
10.4. Media liability insurance, on an occurrence form, with limits of not less than Ten Million Dollars ($10,000,000) per occurrence and in the aggregate; naming LAWCHC entities and their respective affiliates, licensees, subsidiaries, officers, directors, partners, employees, agents, representatives, successors and assigns as additional insureds along with such other persons and entities as may be further directed by LAWCHC, including FIFA.
10.5. Workers’ Compensation Insurance as provided for under any workers’ compensation or similar law in the jurisdiction where work is performed with statutory limits; and employer’s liability insurance with limits of not less than One Million Dollars ($1,000,000) for bodily injury by accident or disease per accident covering all employees, performers and personnel (other than such persons as are employed by Customers and its respective affiliates).
10.6. Umbrella/Excess Liability Insurance with limits of not less than Ten Million Dollars ($10,000,000) per occurrence and Ten Million Dollars ($10,000,000) in the aggregate, which follow form of the underlying policies for General Liability, Auto Liability and Employer’s Liability; naming LAWCHC entities and their respective affiliates, licensees, subsidiaries, officers, directors, partners, employees, agents, representatives, successors and assigns as additional insureds along with such other persons and entities as may be further directed by LAWCHC, including FIFA.
11. SELF-INSURANCE
11.1. Notwithstanding any provision in this Agreement requiring the Vendor to maintain insurance, the Vendor may satisfy such requirements, in whole or in part, through a program of self- insurance or self-retention, provided that such program is maintained in accordance with applicable law and is, in the reasonable judgment of the LAWCHC, financially sound and adequate to cover the risks for which it is intended.
11.2. Upon request, the Vendor shall provide the LAWCHC with reasonable evidence of its ability to self-insure, which may include audited financial statements or a letter from the Vendor’s chief financial officer. The Vendor’s self-insurance shall be deemed to satisfy the insurance requirements of this Agreement to the extent of the coverages and limits maintained under such self-insurance program.
11.3. If required, the Vendor shall provide a certificate or letter of self-insurance signed by an authorized representative, confirming the existence and adequacy of the self-insurance program. The Vendor’s self-insurance program shall respond to claims in the same manner as a commercial insurance policy would, and all obligations regarding notice of claims, defense, and indemnity shall apply equally to self-insured risks.
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16 exceed the requirements of this Agreement and the FIFA Requirements.
11.5. All insurance coverages must be maintained at the same levels of coverage for a period of 1 year (1) year beyond the completion of services and contain language requiring insurer to provide those entities referenced above, with a thirty (30) day written notice of cancellation, non-renewal or material change of the policy. If Site Party fails to furnish any insurance certificates, LAWCHC are authorized to purchase the required insurance and charge actual premium costs to the Site Party and the same will apply in the event of failure by Site Party to notify same of cancellation, non-renewal or material change of the policy.
12. FORCE MAJEURE. The failure or inability of any party to comply with the terms and conditions of this Agreement because of any act of god, strike, labor dispute, war or acts of war, fire, riot, earthquake, epidemic, pandemic, act of terrorists or other public enemies, or for any similar reason not reasonably within the control of such party (each, a “Force Majeure Event”), or the cancellation or postponement of the Official Fan Zone because of a Force Majeure Event, shall not be deemed a breach of this Agreement. If the Site Party should find itself, at any time, before or during the Official Fan Zone, in a state of civil disorder, in the midst of a public health crisis, or if there is damage to the Venue, or other situation or Force Majeure Event exists, LAWCHC, in its sole and absolute discretion shall be entitled to terminate this Agreement. Without limitation of the foregoing, LAWCHC shall have the right to modify the Official Fan Zone (including by having limited fans or no fans in attendance) and/or cancel, postpone or relocate/withdraw the Official Fan Zone as a result of a Force Majeure Event. Except in the event of a relocation or cancellation of the Official Fan Zone (i.e., in the case of postponement), the performance of the obligations of all parties under this Agreement shall not terminate but shall be suspended for the period during which such Force Majeure Event makes performance impossible or impracticable, or the Site Party will, if so instructed by the LAWCHC, adapt its work to a new situation to the extent reasonably feasible..
13. TERM AND TERMINATION
13.1. Term. This Agreement shall be effective as of the Effective Date and shall terminate on the August 31st following the Official Fan Zone (the “Term”), unless terminated sooner in accordance with the terms of this Agreement. The sections of this Agreement that are intended to survive termination or expiration of this Agreement shall terminate or expire as set expressly set forth therein.
13.2. Termination. LAWCHC shall have the right to terminate this Agreement and to withdraw the Official Fan Zone: (a) as specified in Section 12 above; (b) if the Site Party breaches any material term of this Agreement and such breach, if capable of a cure, is not cured within the notice periods described below; or (c) in the event of the relocation. LAWCHC will provide the Site Party with written notice and either (x) thirty (30) days to cure a breach of this Agreement if the breach occurs at a time which is six (6) months or more prior to the Official Fan Zone, or (y) ten (10) days to cure a breach of this Agreement if such breach occurs less than six (6) months prior to the Official Fan Zone. The right to terminate this Agreement shall be without prejudice to, or limitation of, any other rights or remedies available to LAWCHC at law or in equity.
14. MISCELLANEOUS
14.1. Notices. Notices, requests and other communications to be delivered hereunder shall be in writing and shall be deemed delivered: (a) on the day of delivery if personally delivered by hand; (b) three (3) days after deposit with a reputable overnight commercial delivery service Docusign Envelope ID: 3FB4F30E-9EF2-4543-8679-6030986A004F
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17 maintaining records of delivery, postage prepaid; or (c) on the date of delivery if delivered by email transmission, and addressed as follows, unless changed by written notice:
If to the LAWCHC: 633 W 5th Street, Ste 1800
Los Angeles, CA 90071
If to the Site Party: 11111 Brookshire Avenue
Downey, CA 90241
Any notice of default under this Agreement that is delivered via email shall also be delivered by one of the methods set forth in subsections (a) or (b) above.
14.2. Assignment. This Agreement may not be transferred or assigned by the Site Party (whether voluntarily or by operation of law) without the prior written consent of the LAWCHC.
LAWCHC shall have the right to assign this Agreement to related entities and affiliates without consent.
14.3. No Joint Venture Partnership or Agency. Neither this Agreement nor the course of dealing among the parties hereto shall create a joint venture, partnership, franchise, principal-agent or similar relationship with the Site Party. The Site Party shall not act or purport to act as an agent of LAWCHC and this Agreement shall not be deemed to grant the Site Party any authority or power to act on behalf of the LAWCHC. The Site Party shall not enter any agreements which are binding upon the LAWCHC unless separately executed by the LAWCHC. The Site Party shall not act in any manner which will expose the LAWCHC to liability, nor will the Site Party pledge or attempt to pledge the credit of the LAWCHC Entities. The Site Party understands, agrees and acknowledges that the Site Party is solely responsible for the payment of any taxes and/or assessments owing on revenues earned by the Site Party, or the performance of the services described herein or otherwise pursuant to this Agreement.
14.4. Severability. If any provision of this Agreement is determined to be illegal, invalid, unenforceable or void for any reason, such provision and the Agreement shall be deemed to be modified to the minimum extent necessary to make it legal, valid or enforceable and the remaining provisions of this Agreement will remain in full force and effect.
14.5. Entire Agreement. This Agreement, including the Bid and all Exhibits and documents referred to or incorporated herein, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any and all prior and contemporaneous agreements or understandings relating to the same subject matter.
14.6. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California.
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18 14.7. Dispute Resolution. LAWCHC and the Site Party shall use their best efforts to agree upon any matter which requires mutual consent pursuant to the terms of this Agreement and to resolve any conflict between them arising under or in connection with this Agreement. Any dispute that cannot be resolved among the parties relating in any way to this Agreement, or the performance thereof, shall be resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association applying the Expedited Procedures of such rules. The arbitration shall be conducted in Los Angeles, California. All parties shall continue to perform all of their obligations under this Agreement pending the outcome of such arbitration. Each of the LAWCHC and the Site Party shall pay one half (½) of the fees and expenses of the arbitrators, unless directed otherwise by the award of the arbitrators. All parties waive all rights to assert claims for punitive damages but not consequential damages.
14.8. Waiver. The failure of the LAWCHC or the Site Party to insist in any one or more instances upon the strict performance of any of the covenants, agreements, terms, provisions or conditions of this Agreement, or to exercise any election herein contained, shall not be construed as a waiver or relinquishment for the future of such covenant, agreement, term, provision, condition or election, but the same shall continue and remain in full force and effect.
No waiver by the LAWCHC or the Site Party of any covenant, agreement, term, provision, condition or election of this Agreement shall be deemed to have been made unless expressed in writing and signed by an appropriate officer on behalf of the LAWCHC and the Site Party.
14.9. Amendments. No amendment to this Agreement shall be deemed to have been made unless expressly agreed upon in writing signed by an authorized officer of each of the parties hereto.
14.10. Further Assurances. The Site Party agrees to execute and deliver, or cause to be executed and delivered, such instruments and documents as the LAWCHC may reasonably request or require to more effectively carry out the purpose and intent of this Agreement. The Site Party further agrees that FIFA may make adjustments and approaches from time to time, which may lead to adjustments and amendments to this Agreement, the Bid and/or the RFP and the Site Party shall comply with all such adjustments and amendments promulgated by FIFA from time to time.
14.11. Confidentiality. All provisions of this Agreement and any other confidential information of the parties shared with another party shall be kept strictly confidential by the parties and may not be disclosed without prior written consent of the non-disclosing parties, except that (i) each party may, in the normal course of business, disclose such matters to its employees, attorneys, agents, auditors or consultants, (ii) LAWCHC may, in the normal course of business, disclose such matters to LAWCHC, and (iii) the Site Party may disclose such matters to its members, venues in the Bid, and its and their respective employees, attorneys, agents, auditors or consultants who have a need to know the matters herein, provided that, in each case, the disclosing party instructs the receiving parties to maintain the confidentiality thereof. If served with a subpoena or other compulsory process calling for production of records or testimony relating to this Agreement, the Site Party shall promptly advise LAWCHC in writing of the demand. If LAWCHC decides, at its own expense, to oppose the demand for production, the Site Party agrees to cooperate with LAWCHC in that matter. This provision shall not prohibit or preclude the Site Party from making disclosures required by applicable law. This provision shall survive the termination of this Agreement for a period of five (5) years.
14.12. No Third Party Beneficiaries. It is expressly understood that there are no third party beneficiaries to this Agreement, other than LASEC, FIFA and the FIFA Indemnified Parties.
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19 14.13. Headings. The headings used herein are merely for convenience and shall not affect the interpretation of any provision of this Agreement.
14.14. Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same document. The exchange of copies of this Agreement and of signature pages by electronic mail transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Each party agrees that the electronic signatures of the parties, in any form or format, included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. For the purposes of this provision, 'electronic signature' means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including e-mail signatures and processes developed by electronic signature services (e.g., DocuSign).
14.15. Approvals Generally. Except as expressly stated in this Agreement with respect to the LAWCHC’s sole and absolute discretion, any time the consent or approval of the LAWCHC or the Site Party is required, such consent or approval shall not be unreasonably withheld, conditioned or delayed. Whenever this Agreement grants the LAWCHC or the Site Party the right to take action, exercise discretion, establish rules and regulations or make allocations or other determinations, the LAWCHC or the Site Party shall act reasonably and in good faith.
14.16. Conflicting Terms. The parties agree that to the extent of any conflict between this Agreement and the Bid and/or RFP, this Agreement shall control and to the extent of any conflict between the Bid and the RFP, then the RFP shall control. LAWCHC has used good faith efforts to ensure that this Agreement complies with FIFA Requirements.
14.17. Additional Covenants. In connection with this Agreement, the Site Party agrees to use commercially reasonable efforts to ensure the following:
o each vendor signs a liability waiver which also names LAWCHC, LASEC, FIFA and FIFA Indemnified Parties as released parties, provided that such waiver is subject to LAWCHC’s prior review and written approval and the ticket for each attendee provides for a liability waiver.
o grant LAWCHC staff and agents the right, but not the obligation, to enter Venue in order to record and photograph (still or moving) during your Official Fan Zone (the “Footage”) which Footage may include, without limitation, exterior and interior images, and images or voice captures of your personnel. You acknowledge that LAWCHC will own all copyrights and other proprietary rights in and to the Footage, and hereby grant to LAWCHC and their assigns, on behalf of the Site Party and its personnel, the irrevocable, royalty-free, perpetual, worldwide right and license to use, and to authorize third parties to use, the Footage in any media now known or hereafter devised, for any legitimate purpose. The Site Party agrees that LAWCHC and their assignees and licensees shall have all right, title, and interest in any and all results and proceeds from usage of the Footage. Further, the Site Party represents that it has obtained any required third-party authorization such that LAWCHC may have undisturbed ownership and enjoyment of the Footage, and the Site Party will disclose any known defects or conditions on or near the Venue likely to cause personal injury or damage to property (including hazardous materials, substances and environmental factors likely to cause adverse health effects).
Docusign Envelope ID: 3FB4F30E-9EF2-4543-8679-6030986A004F
DocuSign Envelope ID: 4A378610-10F2-4648-B52C-7E7356560B3A
20 o the terms of any non-disclosure agreement entered by the parties shall be incorporated herein by reference and shall apply to the existence and content of the activation kit and RFP Requirements and any confidential information exchanged by the parties in the preparation for Official Fan Zone and/or during or after the Official Fan Zone.
[Remainder of Page Intentionally Blank; Signature Pages Follow.]
Docusign Envelope ID: 3FB4F30E-9EF2-4543-8679-6030986A004F
DocuSign Envelope ID: 4A378610-10F2-4648-B52C-7E7356560B3A
21 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers effective on the day and year first written above.
SIGNATURE BLOCKS LOS ANGELES WORLD CUP 2026 HOST COMMITTEE
By: _______________________________
Kathryn S. Schloessman, Manager
By: _______________________________
Thomas Tellefsen, Treasurer
SIGNATURE BLOCK OF SITE PARTY
By: _______________________________
John Funk, City Attorney, City of Downey
By: _______________________________
Roger Bradley, City Manager, City of Downey
By: _______________________________
Alicia Duarte, City Clerk, City of Downey
Docusign Envelope ID: 3FB4F30E-9EF2-4543-8679-6030986A004F