REDACTED .~ ~ edby
, __
DocuSign Envelope ID: E5298723-E0AC42B1-B205-65B594BCA6A9 "Airport" means any airport which is located within, or in the vicinity of, or is otherw ise affiliated to, the Host City and/or which is identified by FIFA and the Member Association for use in connection with the Competition and/or a Competition-related Event.
"Airport Agreement" means the agreement to be entered into between the Member Association and the Airport Authority.
"Airport Authority" means the executive authority legally competent to represent, and to act for and on behalf of, the Airport, which has signed the Airport Agreement and is responsible to ensure the Airport Authority's compliance with its obligations under the Airport Agreement .
"Ambush Marketing" means any attempt by an entity to gain an unauthorised commercial association with FIFA and/or the Competition to the detriment of the Commercial Affiliates, whether by way of an unauthorised use of the Competition Marks or otherwise.
"Bid" means the formal bid to co-organise the Competition together with FIFA, as submitted to FIFA by the Member Association.
"Bidding Process" means the bidding and selection procedure to determine the member associations to co-organising together with FIFA the Competition in the Host Country in accordance with the terms and condition.
"Brand Protection Programme" means the world-wide programme developed and implemented by FIFA for the protection and enforcement of any Media Rights, Marketing Rights, Intellectual Property Rights and any other commercial or other rights and opportunities owned and/or controlled by FIFA in relation to the Competition, including Competition-related Events, such as the enforcement against Ambush Marketing and the unauthorised sale, transfer or other use of Tickets. "Branded Licensee" means any entity, not being a FIFA Partner, FIFA World Cup Sponsor or Regional Supporter, to which FIFA or any nominee of FIFA grants the right to place any of the Competition Marks on products (and/or related advertising materials) wh ich also bear the corporate identification or trademark of such entity in a manner which associates the corporate identification or trademark of such entity with the Competition Marks.
"Broadcast Compound" means the restricted-access area located within the Inner Stadium Perimeter or Outer Stadium Perimeter as determined by FIFA in which the Host Broadcaster and Media Rights Licensees may place technical equipment and transmission support vehicles for the purpose of the production of any content and material related to, and the exploitation and implementation of, the Media Rights. "Commercial Affiliate" means any entity to which FIFA or any nominee of FIFA grants any sponsorship rights in relation to the Competition, including FIFA Partners, FIFA World Cup Sponsors, Regional Supporters and Branded Licensees, but excluding Licensees.
DocuSign Envelope ID: E5298723-E0AC42B1-B205-65B594BCA6A9 "Commercial Display" means an area made available to the Commercial Affiliates as well as to the Host City Authority and/or other parties by FIFA to enable them to promote themselves and/or to demonstrate and display their products and/or services at the Stadium.
"Commercial Hospitality Programme" means the Hospitality Programme operated by FIFA or the Hospitality Rights Holder (as determined by FIFA) for the Competition, under which FIFA sells, or grants to the Hospitality Rights Holder the right to sell, to the corporate market and other third parties, including Commercial Affiliates and Media Rights Licensees hospitality packages containing a Ticket and certain hospitality services and benefits, such as catering in Hospitality Boxes or Hospitality Villages. "Competition" means the 2026 FIFA World Cup, including any Matches and Competit ion-related Events, which ls scheduled to be staged in the Host Country in the year 2026.
"Competition Design" means the official look and feel as developed by FIFA for the Competition .
"Competition Marks" means the (i) Official Emblem; (ii} Official Mascot; (iii) Official Slogan; (iv) Official Posters; (v) two dimensional representations of the Official Trophy (expressly excluding three dimensional copies thereof); (vi) any official name of the Competition (in any language) and any abbreviations thereof; (vii) the Competition Design; and (viii) any other mark (including any word marks), design, slogan, emblem, title or other identification or symbol developed by FIFA and selected by FIFA for the official use in connection with the Competition or a Competition-related Event. "Competition Period" means the period commencing ten (10) days prior to the Opening Match and concluding five (s) days after the last Match. "Competition Regulations" means the FIFA regulations established by the FIFA Council for the Competition, which contain the general rules for, and the format of, the Competition, in their applicable form as issued by FIFA from time to time. "Competition-related Events" means any events or activit ies other than Matches which are directly or indirectly related to the Competition (as applicable) officially organised, supported, sanctioned by, or staged under the auspices of, FIFA or, at FIFA's sole discretion, the Member Association and which are designed to promote, celebrate, enhance or facilitate the hosting and staging of the Competition, including the following events and activities directly or indirectly related to the Competition:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
(viii)
FIFA Congress staged In the Host Country the week prior to the Opening Match;
FIFA banquets;
Draws;
FIFA Fan Fests;
Team seminars;
Team workshops;
Referees' workshops;
ceremonies (including the opening ceremony, closing ceremony and award ceremonies);
_REDACTED ~by
DocuSign Envelope ID: E5298723-E0AC42B1-B205-65B594BCA6A9 (ix) other ceremonies, events, activities, workshops and seminars; (x) cultural events (such as concerts, exhibitions, displays, shows or other expressions of culture);
(xi) events related to FIFA Sustainability Activit ies; (xii) press conferences and other media events;
(xiii) training sessions;
(xiv) launch of the Official Mascot, Official Emblem, Official Slogan, Official Posters and any other launch events; and
(xv) any other activities that FIFA considers relevant for the hosting and staging of the Competition.
"Controlled Area" means an area as determined by FIFA for each Stadium, which is located directly adjacent to the Outer Stadium Perimeter {and may include, for example, temporary parking areas used on Match Days, open outdoor spaces, entertainment areas or arenas) and in which certain commercial and other activities are prohibited on Match Days and the days prior to Match Days to ensure the smooth implementation of the organisation of the Matches and protect the rights of the Commercial Affiliates.
"Draw" means the Final Draw and the Preliminary Draw.
"Due Date" means the exact date by when a deliverable under this Stadium Agreement is due. In case that a Due Date is a Saturday or a Sunday or a public holiday, the first banking day after such day is meant to be the Due Date. "Exclusive Use Period" means the period commencing at least thirty (30) days prior to the day of the Opening Match until seven (7) days after the day of completion of the last Match staged in the Stadium.
"Field of Play" means the playing surface upon which Matches are played within the Stadium, including the field-turf areas immediately behind the goal lines and touchlines.
"FIFA" means the Federation Internationale de Football Association, including any of its direct and indirect subsidiaries, such as the 2026 FWC Entity and 2026 FWC Subsidiaries (if applicable).
"FIFA Congress" means the congress of FIFA in accordance with the FIFA Statutes. "FIFA Council" means the council of FIFA, which is the highest internal executive body within FIFA.
"FIFA Delegation" means the delegation appointed by FIFA for the Competition and/or a Competition-related Event, comprising (i) members of FIFA committees, (ii) staff, consultants and temporary support personnel of FIFA, the 2026 FWC Entity and any other direct or indirect subsidiaries of FIFA, (iii) FIFA's guests, (including VIP and VVIP guests) and (iv) any other individuals nominated by FIFA as being a member of such delegation.
REDACTED
DocuSign Envelope ID: E5298723-E0AC42B1-B205-65B594BCA6A9 "FIFA Fan Fest" means a secured and officially branded fan entertainment area establlshed in the Host City or at other locations as determined by FIFA, which offers visitors, in particular, the possibility to view Matches on one or more giant screens. "FIFA Marks" means FIFA's corporate mark and approved derivations thereof used to indicate and identify FIFA as well as any additional or successor marks and devices adopted as its brand identification by FIFA, but excluding (i) any FIFA technical or quality certification and (ii) medical programme indicators. "FIFA Partner'' means any entity to which FIFA grants the most comprehensive package of global advertising, promotional and marketing rights in relation to FIFA, the Competition and other competitions organised by FIFA, which entitle such entitles to the highest available level of commercial association with FIFA, the Competition and other competitions organised by FIFA.
"FIFA Statutes" means FIFA's governing statutes as adopted by the FIFA Congress and amended from time to time.
"FIFA Ticketing Policy" means the FIFA ticketing policy developed by FIFA for the Competition, which contains (i) FIFA's strategy, requirements, guidelines, regulations and policies in relation to Ticketing and (ii) the detailed requirements for the implementation of the FIFA ticketing project as customised for the Host Country. "FIFA World Cup Sponsor'' means any entity to which FIFA grants the second most comprehensive package of global advertising, promotional and marketing rights in relation to the Competition and certain other related FIFA activities scheduled to take place during the rights period of their contract.
"Final Draw" means the draw by which Teams participating In the final competition of the 2026 FIFA World Cup are drawn into competition groups and positions that will be featured in the Match Schedule.
"Final Match" means the Anal match of the Competition.
"Government" means the national government of the Host Country. "Hospitality Boxes" means individual rooms, enclosures and/or areas within the Stadium which are designated by FIFA as being boxes used for the Hospitality Programme, and which contain or are attached to a limited number of seats with a view onto the Field of Play.
"Hospitality Programme" means the official FIFA-endorsed hospitality programme in relation to the Competition operated by FIFA and/or the Hospitality Rights Holder, including the VIP Hospitality Programme, the Affiliates Hospitality Programme and the Commercial Hospitality Programme.
"Hospitality Rights Holder" means any entity to which FIFA grants certain rights in relation to the exploitation and operation of the Hospitality Programme, or which is directly or indirectly appointed by FIFA to provide services in relation to the exploitation and operation of the Hospitality Programme In its own name or in the name of FIFA.
REDACTED ✓,
DocuSign Envelope ID: E5298723-E0AC42B1-B205-65B594BCA6A9 "Hospitality Villages" means the temporary hospitality facilities for the Hospitality Programme set up at locations within the Outer Stadium Perimeter or other locations adjacent to the Stadium as selected by FIFA.
"Host Broadcaster'' means the entity directly or indirectly appointed by FIFA to provide services in connection with the production of any content and material being subject to the Media Rights, including:
(i) any audio-visual material, including the basic audio-visual feed (or any supplemental feed)
(ii) any still or moving visual-only images;
(Iii) any audio-only material, including dubbing and commentary; and (iv) any text and data
in relation to all Matches, certain Competition-related Events and any other aspects of the Competition which FIFA deems relevant, including the official film, magazines and other documentaries of the Competition as well as Competition-related documentaries in connection with the Teams or individuals being involved in the Competition. "Host City" means the city in which, or in the vicinity of which, the Stadium is located and which is selected by FIFA as host city of the Competition. "Host City Agreement" means the agreement to be entered into between FIFA, the Member Association and the Host City Authority.
"Host City Authority" means the executive authority which is (i} legally competent to represent, and to act for and on behalf of, the Host City, (ii) has signed the Host City Agreement and (iii) is responsible to ensure full compliance with its obligations under the Host City Agreement.
"Host Country" means the country of the Member Association. "Hosting Agreement" means the agreement to be entered into between FIFA and the Member Association (and other member associations if the Member Association has been selected by FIFA together with such other member associations to co-organise the Competition) in connection with hosting and staging the Competition in the Host Country or Host Countries.
REDACTED --
!<cl by
DocuSign Envelope ID: E5298723-E0AC42B1-B205-65B594BCA6A9 "Human Rights" means, at a minimum, those internationally recognised human rights, including labour rights, expressed in the International Bill of Human Rights and the principles concerning fundamental rights set out in the International Labour Organisation's (ILO) Declaration on Fundamental Principles and Rights at Work. The latter includes ILO's core labour conventions, C29 on Forced Labour and Protocol to (29, C87 on Freedom of Association and Protection of the Right to organise convention, C98 on the Right to organise and to Collective Bargaining, (100 on Equal Remuneration, (105 on Abol ition of Forced Labour, (111 on Discrimination (Employment and Occupation), C138 on Minimum Age, and C182 on the Worst Forms of Child Labour. Depending on the nature of activities and potential impacts, the scope and consideration of internationally recognised human rights shall be enlarged to include, for instance, the United Nations instruments on the rights of indigenous peoples; women; national or ethnic, religious and linguistic minorities; children; persons with disabilities; and migrant workers and their families, as well as the ILO's Convention C135 on Workers' Representatives and (155 and C167 on Occupational Safety and Health.
"Inner Stadium Perimeter" means the perimeter around the main Stadium building within the Stadium fence at which the final formal Ticket check is conducted for spectators attending a Match.
"Intellectual Property Rights" means all intellectual property and other proprietary rights of whatsoever nature, howsoever arising and in whatever media, whether or not registered or capable of registrat ion, including trademarks, service marks, trade names, trade dress, registered designs, copyrights, moral rights, domain names and any applications for the protection or registration of such rights and all renewals and extensions thereof and goodwill throughout the world.
"ISO 20121" means the international standard "ISO 20121" or any subsequent standard replacing ISO 20121, for event sustainability management systems, created by the International Organisation for Standardisation, in its applicable form. "Laws of the Game" means the laws governing the game of Association Football drawn up by the International Football Association Board, in their applicable form as issued by FIFA from time to time.
"Licensee• means any entity, not otherwise a Commercial Affiliate, to which FIFA (or an appointee of FIFA) grants the right to use any Competition Marks on items of merchandise (and in its marketing and advertising activities in relation to the sale of such items of merchandise), but which is not permitted to affix its own corporate or other brand or trademark to such items of merchandise.
"Marketing Rights" means, in any and all media, in all languages and throughout the universe, any and all advertising rights, promotional rights, rights of endorsement, rights of association, premium and giveaway rights, marketing rights, merchandising and licensing rights, catering and concession rights, sponsorship rights, hospitality rights, travel and tour ism rights, Ticketing rights, accommodation rights, publishing rights, betting/gaming rights, retail rights, music rights any other rights and/or associated commercial opportunities relating to the Competition and the Competition related Events, to the extent that such rights are not Media Rights.
Page88 REDACTED~
DocuSign Envelope ID: E5298723-E0AC42B1-B205-65B594BCA6A9 "Match" means any football match in its entirety (including replays, extra-time and penalty shoot-out phases), which takes place as part of the Competition. "Match Day" means the day on which a Match is scheduled to take place In the Stadium.
"Media Representatives" means all professional representatives of the Host Broadcaster, the Media Rights Licensees and other media entities to whom FIFA and/or the Member Association grant the right to receive an official media Accreditation Pass to access the Stadium (or parts of it} for Matches and/or a Competition -related Event. "Media Rights" means the rights, in any language and throughout the universe, to report upon, record, transmit or otherwise exploit any still or moving visual-only images, any audio-only material, any audio-visual material, any text and any data by any means whatsoever (whether now known or hereafter devised, developed or invented), any aspect or element of the Competition and Competit ion-related Events on a live, as-live and/or delayed basis, In full length or in part, In any media and by any means of transmission or delivery, whether now known (including successor technologies) or hereafter invented, including any news access rights. For the avoidance of doubt, the right to broadcast, stream and/or transmit the basic audio- visual feed (or any supplemental feed) and the right to transmit radio commentary of any Match constitute Media Rights. Media Rights Include the right to record, create and exploit any official films or any official concerts of the Competition and/or similar audio- visual products and programming .
"Media Rights Licensee" mean5 any entity which acquires the right to broadcast and/or transmit the basic audio-visual feed (or any supplemental feed} of any Match. -
"Media Tribune" means the section of the Stands in the Stadium which is designated by FIFA for the exclusive use by Media Representatives to report on a Match. "Member Association" means the national football association officially affiliated to FIFA which has participated in the Bidding Process to be appointed by FIFA for the co• organisation together with FIFA of the Competition in the Host Country and which has executed this Stadium Agreement.
"Mixed Zone" means the room or other suitable space in the Stadium where Media Representatives may conduct individual post-match interviews of players, coaches or other members of the Team Delegation after a Match.
"Official Emblem" means the logo or device selected by FIFA for the Competition. "Official Mascot'' means the mascot selected by FIFA for the Competition. "Official Poster" means any poster selected by FIFA for the Competition, including the Hast City Posters.
"Official Slogan" means any slogan selected by FIFA for the Competition, symbolising the overall message and theme in relation to the Competition.
DocuSign Envelope ID: E5298723-E0AC42B1-B205-65B594BCA6A9 "Official Trophy" means the FIFA World Cup trophy as selected by FIFA, which is awarded to the winner of the Competition.
"Opening Match" means the opening match of the Competition. "Outdoor Media" means any kind of outdoor advertising billboards, posters, posts and other media which can be used for promotional purposes. "Outer Stadium Perimeter" means the perimeter directly adjacent to, and further removed from the Stadium than, the Inner Stadium Perimeter and which only Accreditation Pass holders and Ticket holders are entitled to access on Match Days. "Participating Member Association" means any member association whose Team has qualified to participate in the Competition.
"Pitch Area" means the area which comprises the Field of Play and the adjacent area up to the demarcation of the Stands.
"Preliminary Draw" means the draw by which Teams of all member associations participating in the qualification for the Competition are drawn into competition groups for each of the Confederations.
"Referee" means any Match referee, assistant referee, fourth official and/or any further Match official appointed for the Competition which, if applicable, includes the fifth official as well as the additional assistant referee.
"Regional Supporter" means any entity to which FIFA grants the third most comprehensive package of advertising, promotional and marketing rights in relation to the Competition, such rights to be exercisable on a regional basis. "Stadium" means the stadium owned and operated by the Stadium Authority as described in Annexe 2, being subject to this Stadium Agreement, and at which Matches are played, including the entire premises (to the extent that a Ticket or an Accreditation Pass is required in order to gain access) of the stadium facility inside the Outer Stadium Perimeter fence and (on Match Days and on any day on which any official Team training session takes place within the stadium) the aerial space above the stadium premises as well as any permanent and temporary parking facilities, the VIP Tribune and areas used for the Hospitality Programme (including the Hospitality Boxes and Hospitality Villages), Media Tribunes, the SMC and other permanent and temporary media areas and zones, concessions areas, Commercial Display areas, the Pitch Area, the Broadcast Compound, the Stands, the areas beneath Stands, any areas used for the Ticketing Centre, the Accreditation Centre and Volunteer Centre as well as and any other areas, buildings, facilities or sections used in any manner in connection with a Match taking place in the stadium as determined by FIFA.
"Stadium Authority" means the executive authority which (i) is legally competent to represent, and to act for and on behalf of, the Stadium (i.e. the owner and/or operator of the Stadium), (ii) has signed this Stadium Agreement and (iii) is responsible to ensure full compliance with Its obligations under this Stadium Agreement.
REDACTED
/ __
DocuSign Envelope ID: E5298723-E0AC42B1-B205-65B594BCA6A9 "Stadium Media Centre (SMC)" means any Stadium media centre set up by FIFA for use by the Media Representatives in the Stadium in connection with the Competition. "Stadium Overlay Infrastructure" means any equipment, facilities and infrastructure as well as any upgrades and/or changes thereto that are added to, installed at, the Stadium on a temporary basis by FIFA or any other third party determined by FIFA for the sole purpose of being used in connection with the Competition or a Competition- related Event, but not including any spaces required for the Stadium Overlay Infrastructure.
"Stadium Rental Fee" means the rental fee payable to the Stadium Authority for the use of the Stadium for the Competition at such amount, and subject to such conditions, as agreed under this Stadium Agreement.
"Stand" means the seating area for spectators within the Stadium, including the VIP Tribune, Media Tribune and Hospitality Boxes.
"Team" means any team representing a Participating Member Association at the Competition.
"Team Delegation" means the delegation of a Team, consisting of players, coaches, managers, medical staff, officials, media officers, representatives and guests of a Team as well as other individuals appointed by FIFA or the Member Association for the purposes of accompanying and liaising with the Team.
"Ticket" means a ticket granting its holder access to a Match or a specific Competition- related Event in accordance with its applicable general terms and conditions, which are made available as individual tickets or as series of tickets or combined with other offers and/or services.
"Ticketing" shall mean all conceptual, operational and managerial measures to provide Tickets to all spectators of all Matches and Competition-related Events (as applicable), allowing the Ticket holder to enter a stadium, including the Stadium, obtain a seat and watch the Match and/or Competition-related Event as well as other performances related thereto. Ticketing shall include the management and operation necessary for the allocation, production, sale, distribution, delivery and payment of Tickets of the Competit ion.
"Ticketing Centre" means any location established by FIFA and/or a third party appointed by FIFA in relation to the Competition, at which Ticket holders or other individuals or groups are serviced in relation to any matters relating to Ticketing, which may be located in the direct vicinity of the Stadium or elsewhere in or near the Host City, such as in the centre, at an Airport and/or at other key locations in the Host City. "Training Site" means a tra ining site located In, or in the vicinity of, the Host City which is selected by FIFA for the Competition to conduct Competition-related training sessions of a Team or the Referees ..
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DocuSign Envelope ID: E5298723-E0AC42B1-B205-65B594BCA6A9 "UN Guiding Principles" means the Guiding Principles on Business and Human Rights that were endorsed in June 2011 by the United Nations' Human Rights Council, which constitute the authoritative global framework to address business impact on all human rights, applicable to both states and businesses, and clarify the ir respective duties and responsibilit ies for tackling human rights risks related to business activities. "Venue" means the area comprising all Sites and their connections used for the Competition and/or a Competition-related Event with in the Host City and, if determined by FIFA, all Sites connected to, but located, outside of the Host City (such as the Airport , if applicable).
"VIP Hospitality Programme" means the Hospitality Programme operated by FIFA or the Hospitality Rights Holder (as determined by FIFA) for the Competition under which VIPNVIP guests of FIFA and the Member Association as well as officials are provided certain hospitality services and benefits together with a Ticket for the VIP Tribune on a complimentary basis.
"VIP Tribune" means the "tribune d'honneur", being such location in the Stands identified by FIFA upon proposal by the Member Association to which VIPNVIP guests of FIFA and the Member Association as well as officials will be invited to watch a Match together with the provision of certain benefits and services under the VIP Hospitality Programmes.
"Volunteer" means an individual perform ing for and on behalf of FIFA and/or the Member Association, on a free of charge basis (except for the compensation of expenditures), certain supportive functions in relation to the Competition and/or a Competition-related Event, who is primarily (but not exclusively) resident of the Host Country.
.•
"Volunteer Centre" means any location established by FIFA, the Member Association and/or a third party appointed by FIFA and/or the Member Association in relation to the Competit ion, at which Volunteers are based and serviced and which shall be located in the direct vicinity of the Stadium or elsewhere in the Host City.
REDACTED
_, __
DocuSign Envelope ID: E5298723--E0AC-42B1-B205-65B594BCA6A9 ANNEXE2
Stadium Information
Name of Stadium:
Stadium Owner:
Stadium Operator:
Stadium Seating Capacity:
Stadium Hospitality Box Capacity:
Name of Municipality in which the
Stadium is located :
Stadium Naming Sponsor:
Levi's Stadium
Santa Clara Stadium Authority
1500 Warburton Ave.
Santa Clara, California 95050
United States of America
Forty Niner Stadium Management Company LLC
4949 Marie P. DeBartolo Way
Santa Clara, California 95054
United States of America
70,939 (includes 31 808 hospitality box capacity)
3,808
City of Santa Clara
Levi Strauss & Co (Levi's)
A
REDACTED
J.led by
DocuSign Envelope ID: E5298723-E0AC42B1-B205-65B594BCA6A9 ANNEXE3
Stadium Rental Fee
Stadium One full Match Dav - One full Non-Match Dav
Rental
Fee.Items "
Amount I CurrenSY: Details of Amount Currency Details of Item Item
1. Basic REDACTED USD Provision of REDACTED ! USO Provision of Stadium entire facility entire facility
rental~e and attached and attached
(Subtotal) infrastructure infrastructure
and technical and technical
installations, installations
including including
giant screens, giant screens,
electronic electronic
access access
control control
system, system,
connected connected
stadium stadium
solution, WI- solution, WI-
Fl, etc. Fl, etc. on
demand for
tests
2. Basic
I
USO
-
USO
Services
(Subtotal)
(2.1+ 2.2+
2.3)
2.1. Stadium USD
I
USD
Manaqement
Stadium USO Stadium USO Stadium
operator core operator staff operator staff
team fully dedicated
dedicated* during
working
hours**
2.2. Facility USO - USD
Management
Electrical USO Dedicated* USD Stadium's
Service stadium's and/or
and/or contracted
contracted electrician
electrician and team
and team available
during
REDACTED
DoruSign Envelope ID: E5298723-E0AC-42B1-B205-65B594BCA6A9
REDACTED REDACTED
Mechanical USO Dedicated*
I
USO
Service stadium's
and/or
contracted
plumber and
team
Audio& USO Dedicated* USO
Video Service stadium's
and/or
contracted
A&V
engineer and
team
IT· Service
I
USO Dedicated* USO
stadium's
and/or
contracted
IT-engineer
and team
Page95
working
hours** in
setup or
dismantling
phase and at
least on
standby after
setup
Stadium's
and/or
contracted
plumber and
team
available
during
working
hours** in
setup or
dismantling
phase and at
least on
standby after
setup
Stadium's
and/or
contracted
A&V
engineer and
team
available
during
working
hours** in
setup or
dismantling
phase and at
least on
standby after
setup
Stadium's
and/or
contracted
IT-engineer
and team
available
during
working
hours** in
setup or
dismantling
phase and at
REDACTED
it!alled by
_, __
DoruSign Envelope ID: E5298723-E0AC-42B1-B205-65B594BCA6A9 REDACTED REDACTED least on
standby after
setup
Cleaning & USD Dedicated* USD Stadium's
Waste stadium's and/or
Service and/or contracted
contracted cleaning &
cleaning & waste
waste contractor
contractor available
during
working
hours** in
setup or
dismantling
phase and at
least on
standby after
setup
Pitch USD Dedicated* USD Dedicated**
Maintenance stadium's Stadium's
Service head head
greenkeeper greenkeeper
and team and team
2.3. Safety USO USD
an(! Security
Service
Guarding USD guarding of USD guarding of
areas, spaces areas, spaces
and and
accreditation accreditation
zones zones
Stewarding USO only USD
applicable on
Match Day
Transport USO only USD
Marshalling applicable on
Match Day
and Match
Day-1
(Official
Training
session)
3. Stadium USO Provision of USO Provision of
surroundings spaces and spaces and
rental fee areas outside areas outside
(Subtotal) ofthe ofthe
St adium Stadium
(including {including
outer outer
REDACTED
DocuSign Envelope ID: E5298723-E0AC-42B1-B205-65B594BCA6A9 perimeter perimeter
fence, fence,
parking etc.), parking etc.),
including including
power and power and
water supply water supply
Total 2,201,300.00 USD 308,900.00 USO
Stadium
Rental Fee
(1.Subtotal +
2.Subtotal +
3.Subtotal)
* "dedicated" means full-day availability on-site, minimum early morn ing until 4 hours after final whistle.
** "working hours" means 12-16 hours on a Non Match Day.
REDACTED
US-DOCS\129128003.15
BAY AREA, CALIFORNIA
ADDENDUM
TO HOSTING AGREEMENTS
FIFA
WORLD CUP 2026
This A d dendum to Hosting Agr
eements (this “A ddendum”) is made and entered into by and among Federation Internationale de Football Association ( “FIFA”), Bay Area Host Committee (the “Host City Authority”, and collectively with any Hosting SPV that may be formed pursuant to Section 1(b) below, the “Host Committee”) and Forty Niners Stadium Management Company LLC (the “Stadium Authority”).
Each of FIFA, the Host Committee and the Stadium Authority are sometimes referred to herein as a “Party” and collectively as the “Parties”. The Host Committee and the Stadium Authority are referred to herein collectively as the “Host City Parties”. Capitalized terms used herein without definition have the meanings set forth in the applicable Hosting Agreement (as defined below).
WHEREAS, as part of the Bidding Pr
oce
ss conducted in 2018, FIFA was provided with the following agreements unilaterally executed by the Host City Authority and the Stadium Authority (as applicable): (i) that certain Host City Agreement, by
and among FIFA, United States Soccer Federation, Inc. (the “Member Association”) and the Host City Authority (the “ Host City Agreement ”); and (ii) that certain Stadium Agreement by and between the Member Association and the Stadium Authority (the “ Stadium Agreement”), in each case, a copy of which is attached as Exhibit A hereto (the Stadium Agreement and the Host City Agreement shall be referred to herein collectively as the “Hosting Agreements”); WHEREAS, the Parties ackn
owledge that the unilateral execution of the Hosting Agreements by the Host City Parties constituted (and continues to constitute) an irrevocable offer to be appointed as a host city and stadium for the Competition on the terms and conditions as set out in the Hosting Agreements; and
WHEREAS, th e Parties wish to amend and
/or supplement (as applicable), and otherwise reaffirm, the Hosting Agreements previously submitted by the Member Association and the Host City Parties in accordance with the terms hereof and to, in each case, restate, re-submit and novate such Hosting Agreements (as amended hereby) as irrevocable offers solely and directly to FIFA as further described herein.
NOW, THEREFORE, f or good and v
aluable consideration, the Parties hereby agree that the Hosting Agreements will be amended and/or supplemented as follows:
1. Structure.
a. FIFA.
i. The Parties acknowledge that, notwithstanding anything to the contrary in the Hosting Agreements and as further described in Section 13 below, FIFA alone, and not the Member Association, will be the Host City Part ies’ counterparty to the Hosting Agreements and upon submission of this Addendum unilaterally signed by the Host City Part ies, each of the Hosting Agreements shall continue in the same state as it was immediately prior thereto (except as modified hereby) in full force and effect as a direct irrevocable offer from the Host City Parties to FIFA upon all of the terms, covenants, provisions and conditions set forth in each such Hosting Agreement. The Parties further agree that upon DocuSign Envelope ID: E5298723-E0AC-42B1-B205-65B594BCA6A9
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the subsequent countersignature of this Addendum by FIFA, if and as applicable, the Hosting Agreements (as modified hereby) shall be legally binding agreements by and among FIFA and the Host City Parties, and no other person or entity shall be a party thereto unless otherwise determined by FIFA in accordance with the terms of the Hosting Agreements, without the need for the execution of any further instr ument. In furtherance of the foregoing, the Parties acknowledge that, on a prospective basis, all references to the Member Association in the Hosting Agreements shall be references to FIFA, mutatis mutandis, unless the context otherwise requires (e.g., references to actions or activities that were done by the Member Association prior to the date of this Addendum).
ii. FIFA hereby notif ies the Host City P arties under Section 2.2(i) of the Hosting Agreements that FIFA has established FWC2026 US, Inc. in the United States as the 2026 FWC Entity under the Hosting Agreements, and that FIFA has established FWC26 Canada Football Ltd. in Canada as one of the 2026 FWC Subsidiaries and intends to establish a company in Mexico as another 2026 FWC Subsidiary. Unless and to the extent otherwise instructed by FIFA, FIFA, the 2026 FWC Entity and the 2026 FWC Subsidiaries (together, the “ FIFA Parties”) will provide all instructions and communications to the Host City Parties in respect of the Competition and the Host City Parties shall act in accordance with such instructions and communications. Notwithstanding the foregoing, FIFA may assign specific roles a nd responsibilities amongst and between FIFA, the 2026 FWC Entity and the 2026 FWC Subsidiaries, and following notification of such roles and responsibilities to the Host City Parties, the Host City Parties should only look to the relevant entity(ies) for instructions and communications in respect of the roles and responsibilities assigned to them. In the event that the Host City Parties receive inconsistent instructions or communications from FIFA, the 2026 FWC Entity and/or any of the 2026 FWC Subsidiaries, the Host City Parties shall notify FIFA of the inconsistency and follow FIFA’s instructions on the matter. The Host City Parties acknowledge that the rights and obligations hereunder (and under the Hosting Agreements) may be exercised and/or performed by FIFA or any other FIFA Party, and all references herein to FIFA shall be deemed to also include the FIFA Parties, in each case, at FIFA’s election. b.
2. In
form
ation and
Reporting; Coll aboration with FIFA.
a. The selected Host Committees and Stadiums will play an integral role , under FIFA’s direction, in delivering a world-class and truly unforgettable Competition. Accordingly, and in order to ensure a unified hosting strategy for the Competition across cities, the Host City Parties agree to report to FIFA all material information and developments regarding their activities in preparation for the Competition
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and to coo perate and comply with FIFA’s
instructions, directions and overall strategic vision regarding the same b. Upon selection, the Host City P arties will also actively support, collaborate and communicate with FIFA on a meaningful and consistent basis regarding fulfillment of their obligations under the Hosting Agreements. In furtherance of the foregoing , FIFA currently intends to have local personnel of the 2026 FWC Entity and offices in each Host City to foster a strong working relationship between FIFA and the Host City Parties and ensure compliance with the Hosting Agreements, as well as to act as a resource for Host City Part y personnel with respect to the goals and objectives of FIFA in connection with the organization and staging of the Competition and otherwise to ensure the timely and successful implementation of the various initiatives relating to, and preparation by the Host City Parties for, the Competition. To facilitate such collaboration, the Host City Parties will make available to FIFA at no cost, commencing no later than January 1, 2023:
i. office space for personnel of FIFA at the Stadiu m , Host City center or another similar location acceptable to FIFA until the end of the Competition, which such office space shall be large enough to accommodate up to and shall be equipped as reasonably required by FIFA; or
ii.
c. In order to ensure a unified hosting strategy for the Competition across cities as described above, FIFA intends to establish a cross-city working group which will meet and collaborate on a regular basis. At FIFA’s request, the Host City Parties will appoint one or more persons to serve as part of such working group.
d. The Host City Parties acknowledge and agree that, in staging an expanded FIFA World Cup tournament, it is imperative that FIFA has the right and ability to ensure that the tournament is staged in a world-class manner that serves the game, tournament, teams, fans and all stakeholders. As such, FIFA is unfettered in its right and ability at all times to consider and select any host cities and stadiums for the Competition, including with respect to the process for and timing of such selections.
3. Stadium Rental Fees.
a. Amount; Included Services. Notwithstanding anything to the contrary in any of the Hosting Agreements, the Stadium Rental Fee will be comprised of the Basic Stadium Rental Fee (if any) and the Variable Stadium Rental Fee, and will be calculated in accordance with this Section 3(a) and Exhibit B attached hereto. The Stadium Authority acknowledges and agrees that it will (i) provide FIFA with use of the Stadium on Match Days and non -Match Days throughout the Exclusive Use Period described in Section 6.2.1 of the Stadium Agreement and the non -exclusive use period described in Section 6.2.2 of the Stadium Agreement, in each case in accordance with the terms of (and without limiting its obligations DocuSign Envelope ID: E5298723-E0AC-42B1-B205-65B594BCA6A9
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in) the Stadium Agreement and the 2026 FWC Hosting Requirements, and in consideration for the “Basic Stadium Rental Fee” set forth in Part I of Exhibit B; and (ii) as and to the extent requested by FIFA, provide the “Basic Services” set forth on Exhibit B at the rates for such requested services set forth in Part II thereof (the “Variable Stadium Rental Fee”). The Stadium Authority further agrees to, at FIFA’s request, help facilitate discussions and/or negotiations with incumbent third party service providers at the Stadium (e.g., concession aires) regarding the potential use of such service providers in connection with the Competition. For purposes of clarity and for the avoidance of doubt, (i) FIFA shall have no obligation to use any of the services set forth on Exhibit B or the services of any incumbent third party service providers at the Stadium; and (ii) other than the obligation to pay the Stadium Rental Fee calculated in accordance with Exhibit B (and any applicable taxes pursuant to Section 13.3 of the Stadium Agreement and for the consumption of water and electricity pursuant to Section 13.2(i) of the Stadium Agreement), none of the FIFA Parties nor the Member Association will be responsible for paying or reimbursing any Host City Party for any costs or expenses incurred in connection with fulfilling their obligations under the Hosting Agreements and th e 2026 FWC Hosting Requirements, or otherwise incurred in connection with the Competition. The Parties acknowledge and agree that the list of Basic Services set forth on Exhibit B is not exhaustive and is not intended to limit any of the Host City Parties’ other obligations set forth in the Stadium Agreement or elsewhere in the Hosting Agreements, the 2026 FWC Hosting Requirements or otherwise.
b. Payment Terms.
i. The Stadium Authority shall be entitled to receive the Stadium Rental Fee subject to its fulfilment of all of the obligations and requirements of the Stadium Agreement as set out in Section 13.1(i) of the Stadium Agreement. The Stadium Rental Fee shall be payable by or on behalf of FIFA to the Stadium Authority in advance and subject to the foregoing as follows:
A. One-third (1/3) of the Basic Stadium Ren t al Fee will be payable on or prior to the date that is six (6) months prior to the first match of the Competition; B. One-third (1/3) of the Basic Stadium Rental Fee will be payable on or prior to the date that is ninety (90) days prior to the first match of the Competition; and C. One-third (1/3) of the Basic Stadium Rental Fee will be payable on or prior to the date that is thirty (30) days prior to the first match of the Competition. ii. On or prior to the date that is ninety (90) days p rior to the commencement of the Exclusive Use Period, the Stadium Authority will provide FIFA with an estimate of the Variable Stadium Rental Fee based on the Basic Services that have been requested by FIFA as of such date, along with reasonable back -up documentation evidencing the same. Thirty percent (30%) of such estimated Variable Stadium Rental Fee shall be payable by or on behalf of FIFA on or before the date that is thirty (30) days prior to the commencement of the Exclusive Use Period, thirty percent (30%) of such estimated Variable Stadium Rental Fee shall be payable by or on behalf of FIFA on or before the commencement of the Exclusive Use Period and all remaining amounts of the Variable Stadium Rental Fee will be payable within thirty (30) days of FIFA’s receipt of a final, itemized and complete cost statement outlining the final actual Variable Stadium Rental Fee amount calculated following the conclusion of the Competition. FIFA will have the right to audit the Stadium Authority’s books of account and other records in connection with the Basic Services items to verify the accuracy of any final cost statement for up to one (1) year following the conclusion of the Competition, in each case, during regular business hours and on DocuSign Envelope ID: E5298723-E0AC-42B1-B205-65B594BCA6A9
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reasonab le prior notice to the Stadium Author ity. If any such audit reveals that the actua l Variable Stadium Rental Fee was lesser than the amount paid by FIFA, then the Stadium Author ity shall prompt ly refund to FIFA the amount of the relevant overpayment , and if such overpayment is in excess of five percent (5%) of the actua l Variable Stadium Rental Fee, then the Stadium Authorit y shall also be solely responsible for, and shall prompt ly pay or reimburse FIFA for, the costs of such audit . c. Reduction to Exclusive Use Period. FIFA may shorten the durat ion of the Exclusive Use Period by provid ing the Stadium Author ity w ith written not ice of such shortened period at least six (6) months prior to the first Match of the Compet ition. For the avoidance of doubt , no fees, costs or expenses of any kind or nature (includ ing, without limitat ion, any Stadium Rental Fees) will be charged to any of the FIFA Parties for any days that fall outside of the Exclusive Use Period.
4. Stadium Footprint / Other Areas.
a. Stadium Footpr int Map . Without limiting the Stadium Authorit y's obligations in Section 7 of the Stadium Agreement and elsew here in the Hosting Agreements , Exhibit C attached hereto (the "Stadium Footprint Map") describes and/ or illustrates the bui ldings, land and indoor and outdoor spaces that the Stadium Author ity shall provide to FIFA throughout the Exclusive Use Period described in Section 6.2.1 of the Stadium Agreement and the non-ex clusive use period described in Section 6.2.2 of the Stadium Agreement (as app licable), in each case for no additional cost. Redacted The forego ing shall be in lieu of
the maps and draw ings described in Section 7.14 of the Stadium Agreement , and all references thereto in the Hosting Agreements shall instead be deemed to refer to Exhibit C hereto ; it being understood and agreed that such maps and draw ings may not be exhaust ive and shall not be deemed to lim it the Host Cit y Parties' obligations to provide all of the facilities and amen ities set forth in the Hosting Agreements and the 2026 FWC Hosting Requirements. Notwithstand ing the foregoing , upon the Stadium Author it y's request , FIFA agrees to discuss with the Stadium Authorit y in good faith w ays in which existing office space located within the areas of exclusive use may be reasonab ly accessed during the Exclusive Use Period by the relevant occupants.
b. Establishment of Outer Security Perimeter. The Host City Parties acknowledge and agree that, without limit ing any of their other obligations in the Hosting Agreements or in the 2026 FWC Hosting Requirements , the y are solely responsible, at no additiona l cost and expense to FIFA, for securing all spaces and equ ipment (i.e., barr icades, fencing and associated securit y hard ware) necessary to ensure a security perimeter for the Stadium as may be requ ired by any app licable governmenta l authorit y and/ or FIFA, as well as all applicable spaces for deliverab les or activitie s that must necessarily sit out side (or as an integrated part of) the securit y perimeter Redacted Redacted The Host City Parties acknow ledge that such obligation may requ ire them (if requ ired by governmenta l author ities or other wise requested by FIFA) to secure, close or requ ire the vacation of Redacted Stadium
Footprint Map .
5. Stadium Construction and Renovation Requirements. W ithout limiting the Host City Parties' obligation s w ith respect to Stadium renovations set forth in the Hosting Agreements or to other w ise satisfy the 2026 FWC Hosting Requirement s and the other obligations set forth in the Hosting 5 US-DOCS\129 128003 .1S
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Agreements (or as may be notified by FIFA from time to time in accordance with the Hosting Agreements), the Stadium Authority agrees to install and/or complete the Stadium and pitch renovations set forth on Exhibit D. on or before the dates outlined in Section 5.3(i) of the Stadium Agreement, unless other dates are otherwise set forth on Exhibit Dor agreed in writing by FIFA. The foregoing shall only be in lieu of the Stadium Construction and Renovation Plan described in Section 5.1 of the Stadium Agreement, and all references thereto in the Hosting Agreements shall instead be deemed to refer, collectively, to Exhibit_D, hereto and any other plans relating to Stadium and pitch construction and renovations that are otherwise required by FIFA to be completed by the Stadium Authority following the date hereof and notified in writing to the Host City Parties. For the avoidance of doubt, all of the above-described Stadium and pitch construction and renovations, whether considered to be permanent or temporary, shall be at the Stadium Authority's sole cost and expense (including the cost of any subsequent dismantling or removal thereof, if applicable).
8. Geographic Scope of Host City. Notwithstanding anything to the contrary in the Hosting Agreements, but in addition to and without limiting the Host City Parties obligations in Section 4.3(iii} of the Hosting Agreements, the Parties acknowledge and agree that the "Host City" shall be deemed to include all cities and counties in which any applicable Stadium, Training Site, Airport, FIFA Fan Fest, Competition-related Event, or other Site within the Venue (or access route between any of the forego ing) is located.
6 US-0O~129128 003.15
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10. Test Events. The Parties acknow ledge and agree that FIFA may elect to host a tournament in Canada, Mexico and/ or the United States in 2024 and/ or 2025. In such event , at the request of FIFA, the Host City Parties will use good faith efforts to make the Stadium and other relevant facilities available for matches for such tournament on terms to be agreed by the Parties in order to test operations for the Compet ition. Any such matches hosted will count as test events for purposes of Section 10.2 of the Stadium Agreement .
12. City Specific Considerations . The Parties acknow ledge and agree that pursuant to the terms of the Stadium Agreement all of the suites and seats located within the Stadium Footpr int Map are to be provided to FIFA as part of the Stadium. If, however, the Bay Area and Levi's Stadium are selected as a host cit y and Stadium for the Competition , respect ively, then fo llow ing such selection the Parties will discuss in good faith the purchase terms , and terms for use and accessibility, for up to REDACTED ReOACTEo and/ or REDACTED exact location to be selected by FIFA) by the Stadium Authorit y and the Existing Holders (as defined below) for all Matches played in the Stadium ("Reserved Access"). The Stadium Author it y hereb y acknow ledges and agrees that such suites/ SBLs may only be used (whether by the Stadium Author ity, the suite license/ SSL holders ("Existing Holders") and the ir guests, or other wise) for private non-commercia l use, and may not be transferred or re-so ld for any reason w hatsoever, or other wise used for any promot iona l, commer cial or other similar purpose (e.g., use as part of t icket inclusive hospita lity, tra vel or tour operator packages, by any ticket distr ibutors or resellers, as part of a sweepstakes giveaway, etc. would be proh ibited ); provided . that the suites/ SBLs may be provided to the Existing Holders on econom ic terms consistent with their agreements existing as of the date hereof , but with no increa se in the costs, or other "upcharge ", to such Existing Holders for access to Compet it ion Matches. The Parties acknow ledge and agree that mutua l agreement on the Reserved Access constitutes a mater ial term of the Hosting Agreements (as modified by this Addendum ), which shall be resolved by the Parties on or before March 31, 2023.
13. Miscellaneous .
a. Separate Counterparts. This Addendum may be executed by the Partie s hereto in separate counterparts , each of which w hen so executed and delivered shall const itute an original, but 7 US-DOCS\129 128003 .1S
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all of which when taken together shall constitute but one contract. Delivery of an executed counterpart of this Addendum by facsimile or electronic (i.e., PDF of Docusign) transmission will be effective as delivery of a manually executed counterpart of this Addendum.
b. Headings. Section headings used herein are for convenience of referenc e only, are not part of this Addendum and are not to effect the construction of, or to be taken into consideration in interpreting, this Addendum.
c. Ratification of Prior Agreements . The Parties ac knowledge and agree that, notwithstanding anything to the c ontrary in the Hosting Agreements, the unilateral execution of this Addendum by the Host City Parties hereby constitutes an irrevocable offer directly to FIFA to be appointed as a host city and stadium to be used in connection with the Competition on the terms and conditions as set out in the Hosting Agreements (as modified hereby). Except as expressly modified or supplemented by this A ddendum ( which is hereby deemed to be incorporated as part of the Hosting Agreements submitted as part of the Bid for consideration by FIFA), the terms and provisions of the original Hosting Agreements submitted by the Host City Parties and attached as Exhibit A are hereby ratified and approved, and the Host City Parties hereby confirm that FIFA shall be entitled to countersign this Addendum at any time prior to one (1) month subsequent to the selection by FIFA of the candidate host cities and stadiums.
The Parties acknowledge that the Hosting Agreements and this Addendum shall come into full legal effect for all Parties if and when FIFA accepts the offer by the Host City Par ties by providing them with a countersigned version of this Addendum, and that no further signatures (on the Hosting Agreements or otherwise) shall be required for all terms and conditions of the Hosting Agreements (as modified hereby) to become binding on the Host City Parties and FIFA. The Parties further acknowledge and agree that, as part of the Bidding Process conducted in 2018, FIFA was provided with certain other agreements and documents relating to the use of Training Sites and Airports in and aro und the Host City that were unilaterally executed by the applicable Airport Authority or Training Site Authority (the “ Ancillary Agreements”). The Host City Parties agree that, promptly following the selection of the host cities and stadiums by FIFA, they will use best efforts to cause the applicable Training Site Authorities and Airport Authorities to sign an acknowledgement to similarly restate and re -submit the applicable Ancillary Agreements as direct, irrevocable offers to FIFA in lieu of the Member Association. d. Role of Member Association; Third Party Beneficiary . Effective as of the date of this Addendum, the Member Association shall have no further rights or obligations, monetary or otherwise, under the Hosting Agreements except as exp ressly set forth herein and all obligations and duties owed or required to be performed by the Member Association under the Hosting Agreements are hereby irrevocably waived and released by each of the Host City Parties. Without limiting the foregoing, the Host City Part ies hereby generally and unconditionally release the Member Association and its officers, directors, employees and affiliates of and from any and all claims, demands, rights, actions, causes of action, suits, liabilities, contracts, covenants, obligations, damages, losses, expenses (including, without limitation, attorneys’ fees), penalties, costs and allegations of any kind, nature, and character whatsoever, whether legal, contractual, statutory, administrative or equitable in nature or otherwise, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, anticipated or unanticipated, that they now own, hold, have or claim to have, or owned at any time, held, had or claimed to have had or may come to own, hold, have or claim to have against the Member Association and its officers, directors, employees and affiliates attributable to any acts, inactions or agreements occurring on or prior to the date hereof with respect to the Hosting Agreements. Each party hereto hereby represents and warrants that it has read Section 1542 of the Civil Code of the State of California, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DocuSign Envelope ID: E5298723-E0AC-42B1-B205-65B594BCA6A9
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DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE
AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” In furtherance of the foregoing intention, the Host City Parties hereby waive and relinquish any rights and benefits that they may have as a person granting a release under any applicable law of any jurisdiction, including for clarity such Section 1542. Notwithstanding the foregoing, the Parties acknowledge and agree that the Member Association shall nonetheless be entitled to all of the rights and benefits of the indemnification, insurance and limitation of liability provisions described herein and in the Hosting Agreements as if the Member Association were a party thereto. The Parties hereby agree that the Member Association is an express third-party beneficiary under the Hosting Agreements and this Addendum for such purposes (including, without limitation, the waiver and release above), with the full power and authority to enforce the applicable provisions of the Hosting Agreements and this Addendum as if it were a party.
e. Governing Law; Arbitration. The “Governing Law” and “ A rbitration” sections of the Hosting Agreements shall apply, mutatis mutandis, to any disputes under this Addendum. f. Notices. Any notices to FIFA under Section 14.7 or 16.7 of the Hosting Agreements (as applicable) shall be given in writing at the following address, unless notification of a change of address is given in
writing:
FIFA-Strasse 20
Switzerland
Facsimile:
Attention: Chief Tournament & Events Officer
Copy: Director of Commercial & Corporate Legal
[Signature Page Follows]
DocuSign Envelope ID: E5298723-E0AC-42B1-B205-65B594BCA6A9
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Redacted
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IN WITNESS WHEREOF, the Parties have executed this Addend um by their duly author ized representat ives named below.
US-DOCS\129 128003 ,1S
FEDERATION INTERNATIONALE DE FOOTBALL ASSOCIATION
By:
Name:
Title:
Date:
By:
Name:
Title:
Date:
BAY AREA HOST COMMITTEE
Redacted
By: '---, U,0389!j080DD49 ..
Name: A Guiao
Title: Pr esident
Date: 6/1 3/ 2022
FORTY NINERS STADIUM MANAGEMENT COMPANY LLC
Redacted
By: '---, 160389!j[)80DD49,..._, ------------
Name: A Gu, ao
Tit le: Pr esident
Date: 6/ 13/ 2022
10 US-DOCS\129128003.15
EXHIBIT A
Hosting Agreements
[See att
ached.]
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EXHIBIT B
Stadium Rental Fees
[See att
ached.]
DocuSign Envelope ID: E5298723-E0AC-42B1-B205-65B594BCA6A9
CONFIDENTIAL INFORMATION
FIFA World Cup 2026 ''"
Venue Selection Process
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US-DOCS\129128003.15
EXHIBIT C
Stadium Footprint Map
[See atta
ched.]
DocuSign Envelope ID: E5298723-E0AC-42B1-B205-65B594BCA6A9
CONFIDENTIAL INFORMATION
A- Key areas within the stadium building *
• Pitch
• Dressing Rooms and Competition areas/rooms
• TV Studios and Platforms
• Stadium Media Center
• Press Conference Room
• Mixed Zone
• Media Tribune
• WIP Lounge
• VIP Lounge
• Hospitality Lounge(s)
• Sky Boxes
• Offices
• Storage Containers
B - Areas to be provided as part of the Outer Stadium
Perimeter, incl. Controlled Area; FIFA's Rental Fee
Principles apply **
* This is not an exhaustive list. Area 'A' to hold all
spaces within the stadium building as per Hosting
Requirements
Redacted
San Francisco - Levis Stadium
Footprint
~
~
cg·
~
CONFIDENTIAL INFORMATION }
i5
FIFA World Cup 2026 ',.
Venue Selection Process
~
I
' ~ ~
~
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I
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EXHIBIT D
Stadium Renovation Plans
[See atta
ched.]
DocuSign Envelope ID: E5298723-E0AC-42B1-B205-65B594BCA6A9
CONFIDENTIAL INFORMATION
CONFIDENTIAL INFORMATION
DocuSign Envelope ID: E5298723-E0AC-42B1-B205-65B594BCA6A9
BAY AREA- LEVI'S STADIUM
Renovation Current Post renovation specification Execution Confirmation /update category specification timeline
1. Technical installations/systems
Wi-Fi upgrade 2014 Aruba Wi- Cisco Wi-Fi 6: This project installs over 1,350 2022 Wi-Fi 6 will let access points support more clients project Fi w ireless access points at existing access point in dense environments and will provide a better locatio ns, along w ith 70 new Cisco switches. experience for typical w ireless LAN netwo rks. It The project also installs a new Cisco Wi-Fi core w ill also provide a more predictable perfo rmance in the facilities data center to provide suffic ient for advanced applications such as 4K or 8K power and environmenta l conditions. video, high- density high-definition collaboration apps, all-wireless offices, and the Internet of
Things (loT). Wi-Fi 6 will drive Wi-Fi toward the
future as the growth of wireless cont inues.
Radio booth Fiber optic cable The project w ill install supplemental fiber optic 2022 Current cabling system has hosted world- class cabling upgrade cabling to increase the low voltage cabling events, such as the NFL Super Bowl, College project backbone. This installation w ill accommodate Football Playoff National Championship, and the expanding requests for booth usage during other large-scale events. However, adding stadium events and keep up with emerging additional fibe r optic cabling supports emerging trends. trends and expanded requirements.
Broadcast booth Current power The project delivers supplemental power 2022 Current broadcast booth powe r has sufficed for pow er upgrad e to all broadcast components used for stadium events. world-cl ass events, such as the NFL Super Bowl, project booths Add itional pow er increases capabilities in College Football Playoff National Championship, broadcast booths. These components will and other large-scale events. adhere to LEED certification, provide a clean
source of power for our clients, and improve
operating effic iencies.
A/V cabling and Original building The project w ill evaluate and upgrade NV 2024 Though our current system provides more than hardwa re specifications cabling and hardware on an as needed basis as adequate services, we continued renewal and upg rades part of an ongo ing renewal and replacement replacement of technology w ithin the stadium program . to maintain the latest technology.
Lighting system - Lutron Lighting This project w ill update the Lutron Lighting 2025 Project will update building lighting contro ls to controls Contro l Building Control system w ith the most recent upgrades the latest version. Regularly scheduled upg rades upg rades Manageme nt available allow ing for the cont inued operation and replacements to current technology.
System of a fully support and technologically advanced
lighting cont rol platfo rm.
CONFIDENTIAL INFORMATION
DocuSign Envelope ID: E5298723-E0AC-42B1-B205-65B594BCA6A9 Lighting system - Musco Meta l Project will perfo rm light photometr ic analysis, 2024-2025 Project will renew and replace existing lighti ng fixtures Halide Field Light re-aim and re-lamp as necessary. Analysis will system. Re-aiming and/or supp lementing field replacements of consider new pitch area geometry and adjust lights to maintain light levels and uniformity in major outdoor and/or supplement lighting as necessary. the expanded Pitch Area is to be addressed in lighting /sport this project.
flood lights Feasibility study is underway to consider an upgrade to LED Field Lights.
IPTV monitor Sony Mon itors All 2,200 monitors are being evaluated for the 2023-2024 General renewal and replacement of monitors in upgrades replacement throughout the building. the stadium w ill maintain relevant technology in the stadium. Please note that BAHC is
comm itted to provid ing a clean stadium.
Renovation Current specification Post renovation specification Execution Confirmation/update category timeline
3.Urban & landscaping improvements
Main parking lot Current parking lot Project w ill regrade and pave the 282 accessible 2022 2022 accessible stalls accommodates parking stalls and accessible routes. and path of approximately 6,500+
travel regrade parking stalls in main
and pavement parking lot with 282
project accessible parking stalls
•Related Santa This Santa Clara "Related Santa Clara" w ill create a LEED- designed, 2022 - 2024 The Related Santa Clara planned Claran development is the result multi-phased, mixed-use destinatio n adjacent to development w ill include:
(development) of a multi- year, forward Levi's Stadium. It includes one (1) square kilometer Office Space: 529,000 Square thinking public-private land and 850,000 square meters of commercial and Meters part nership betwee n the residential spaces, hote ls, shoppi ng, dining and Hotel Keys: 700 Hotel Keys City of Santa Clara and enterta inment venues adjacent to Levi's Stadium : Residential Units: 1,680 Units the private developer LEED Gold-ND Designed Retail: 46,000 Square Meters " Related Companies" to Anticipated Fitwe l Health Certification Food & Beverage: 18,500 Square transform an Project-wide maximization of reclaimed wate r supply Meters underutil ized golf course Large-scale solar power productio n w ith energy Entertai nment: 9,000 Square into a world-class storage capability Meters
destination for residents, Building energy-use targets below California Title 24 Open Spaces: 10,000 Square visitors, companies and requirements to prepare for Net Zero requirements Meters their employees. Timber constructio n in select structures to reduce Public Parks: 14,000 Square carbon footpr int Meters
CONFIDENTIAL INFORMATION
DocuSign Envelope ID: E5298723-E0AC-42B1-B205-65B594BCA6A9 Area Description Deliverable Due date
Seating bowl Installation of vacuum & ventilation base build and Stadium authority confirms to achieve installation and Prior to the end of plant room schedule for work 2025
Seating bowl Mod ificatio n required to corners of lower tier to Stadium authority confirms minimum pitch area Prior t o the end of accommodate 120x 80m pitch and auxiliary area dimensions of 120 x 80m (including corners) achieved 2025 at pitch level, in accordance w ith the attached " Lower Tier Mod ificat ion" pitch map.
Seating bowl Installation of natural pitch and pitch stitching Stadium authority confirms to achieve installation and Prior to the end of schedule for work 2025
WIPa rea W IP seating area will utilize central areas of current Stadium authority confirms modification works of the Prior to the end of main stand lower tie r. Modi fication of seating tier main stand and confirm access routes conform to 2025 w ill be required to accommodate W IP numbers. applicable building code requirements VIP area VIP lounge area w ill utilize central areas of current Stadium authority confirm s modification works of the Prior to the end of main stand lower tie r. Modi fication of seating tier main stand and confirm access routes conform to 2025 w ill be required to accommodate VIP numbers. applicable building code requirements Medi a area Media currently contained w ithin press box; Stadium authority confirms extension of media to Prior to the end of possibility of media tribune extension being m inimise cable runs from OB location (incl. level of rain 2025 required. cover in proposed location) and its final installation Outside broadcast Current OB location not of sufficient area for FWC S tadium authority confirms to accommodate full FWC compound operations. OB space in secure location immediately adjacent to the stadium.
CONFIDENTIAL INFORMATION
~ Seating area to be removed
Pitch size = 105 X 68
FWC 2026 Required area = 120 X 80
0 SOM 68M
105M
120M
Maximum Number of Rows: 05
Construction Completion Date: 2025
Capacity Reduction : c.1000 TBC by SA
Lower Tier Modification
0 BAY AREA
15 US-DOCS\129128003.15
EXHIBIT E
[Se e atta
ched.
]
DocuSign Envelope ID: E5298723-E0AC-42B1-B205-65B594BCA6A9
CONFIDENTIAL INFORMATION
DocuSign Envelope ID: E5298723-E0AC-42B1-B205-65B594BCA6A9
CONFIDENTIAL INFORMATION
DocuSign Envelope ID: E5298723-E0AC-42B1-B205-65B594BCA6A9
CONFIDENTIAL INFORMATION
US-DOCS\129128003.15
EXHIBIT F
[Se e atta
ched.
]
DocuSign Envelope ID: E5298723-E0AC-42B1-B205-65B594BCA6A9
CONFIDENTIAL INFORMATION
CONFIDENTIAL INFORMATION
CONFIDENTIAL INFORMATION
CONFIDENTIAL INFORMATION
CONFIDENTIAL INFORMATION
CONFIDENTIAL INFORMATION
CONFIDENTIAL INFORMATION
CONFIDENTIAL INFORMATION
CONFIDENTIAL INFORMATION
CONFIDENTIAL INFORMATION
CONFIDENTIAL INFORMATION
CONFIDENTIAL INFORMATION
CONFIDENTIAL INFORMATION
CONFIDENTIAL INFORMATION
CONFIDENTIAL INFORMATION
CONFIDENTIAL INFORMATION
CONFIDENTIAL INFORMATION
CONFIDENTIAL INFORMATION
CONFIDENTIAL INFORMATION
Execution Version
1 BACH/CSC Interim Funding Agreement
INTERIM FUNDING AGREEMENT
FOR FIFA PLANNING AND PREPARATION ACTIVITIES
PREAMBLE
This Interim Funding Agreement (“Agreement”) is dated as of July 1, 2024 (“Effective Date”) and is entered into by and between Bay Area Host Committee, a California 501(c)(6) nonprofit corporation (“BAHC”), and the City of Santa Clara, California, a chartered California municipal corporation (“City”). City and BAHC may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”
RECITALS
A. On January 17, 2018, ManCo entered into that certain Stadium Agreement by and among United States Soccer Federation, Inc. (“USSF”) and StadCo, as addended by that certain Addendum to Hosting Agreements by and among Federation Internationale de Football Association (“FIFA”), StadCo and BAHC, entered into by ManCo and BAHC as of June 13, 2022 (together with any annexes, exhibits, and schedules thereto and any related future agreements, amendments and addendums, the “Stadium Agreement”).
B. In preparation for FIFA World Cup 2026 that will be hosted in Santa Clara at Levi’s Stadium, the City will be collaborating with BAHC and providing public safety planning, coordination, and preparation services for the FIFA World Cup 2026 (“Event Planning Work”).
C. BAHC is responsible for the overall coordination and planning of FIFA World Cup 2026.
D. The City’s provision of Event Planning Wo rk will require the City to incur City labor costs, travel costs and other out of pocket expenses (“Event Planning Costs”).
E. It is the Parties’ intention to enter into one or more agreements for FIFA World Cup 2026 which will address future costs for Event Planning Work beyond the term of this agreement, other event planning, training and preparation services, actual event support services, and such other terms and conditions as may be mutually agreed to by the Parties. However, in advance of the documentation and execution of any such agreement(s), and in the interests of collaboration with the City on necessary event planning activities, BAHC has agreed to reimburse the City for certain “Eligible Costs” (defined below) to be incurred by the City in connection with the Event Planning Work, on the terms set forth herein. The Parties agree that this is a limited time arrangement and should not be construed as authority or precedent for any requests by the City for cost reimbursement beyond the term of this Agreement.
NOW THEREFORE, In consideration of the recitals and mutual promises contained herein, the Parties agree as follows:
Execution Version
2 BACH/CSC Interim Funding Agreement
AGREEMENT PROVISIONS
1. PURPOSE OF AGREEMENT
The purpose of this Agreement is to provide for payment by BAHC of all Eligible Costs (as defined below) directly incurred by the City in connection with the provision of Event Planning Work for FIFA World Cup 2026.
2. REIMBURSEMENT OBLIGATION
2.1. Subject to the terms set forth herein, BAHC shall reimburse the City for expenses related to the Event Planning Work, which expenses shall include police, fire and public works staffing costs and expenses associated with the planning, coordination, and preparation of FIFA World Cup 2026 from the Effective Date (collectively, the “Eligible Costs”). The maximum amount of Eligible Costs to be paid by BAHC to the City under the terms of this Agreement is One Hundred Fifty Thousand Dollars ($150,000) (“Interim Agreement Maximum Payment”).
2.2. In budgeting for the Event Planning Work, the City has developed an initial estimated allocation of staff costs into categories (“Initial Estimated Cost Allocation”). This Initial Estimated Cost Allocation is attached hereto as Exhibit A. The City shall track the amount of Eligible Costs actually incurred in relation to the Initial Estimated Cost Allocation and shall provide BAHC with written reports of expenditures against the Initial Estimated Cost Allocation together with a summary of activities undertaken monthly in accordance with the procedure set forth below in Section 3.
2.3. The Parties agree that, absent a written amendment to this Agreement, in no event shall the maximum reimbursement amount for Eligible Costs payable to the City under the terms of this Agreement exceed the Interim Agreement Maximum Payment set forth in Section 2.1 above.
2.4. Any potential reimbursement of expenses associated with training, travel and/or capital costs must be approved by BAHC in advance of the expenditure of any funds. City shall provide BAHC with a summary of anticipated costs, explanation of need and if for travel, personnel assigned.
2.5. The Parties agree to have their respective designated representatives meet and confer from time to time in order to ensure that all necessary Event Planning Work activities are being conducted to assure that all applicable FIFA, federal, state and local public safety requirements are being met, while also proper consideration is being given to fair and appropriate allocation of costs and efficient resource management.
Execution Version
3 BACH/CSC Interim Funding Agreement
3. REIMBURSEMENT OF ELIGIBLE COSTS
Eligible Costs shall be reimbursed as follows:
a) Subject to the City’s satisfaction of the conditions to reimbursement set forth herein, BAHC shall authorize the reimbursement of Eligible Costs on a monthly basis.
b) City shall submit a “Reimbursement Request” to BAHC for the Eligible Costs incurred each month in the form attached hereto as Exhibit B. c) Each Reimbursement Request shall include an invoice detailing the requested reimbursement amount and a description of the work by category as set forth on Exhibit B . Submittals should also include, reasonable supporting documentation ( i.e., timecard reports by position, actual receipts, statements, proof of purchase, and invoices showing that payment was made) evidencing the Eligible Costs expended by the City for Event Planning Work.
d) Upon receipt of the Reimbursement Request, BAHC shall have ten (10) days to review and confirm such request contains all relevant and required supporting documentation for Eligible Costs. If BAHC reasonably determines that any information or documentation is missing or incomplete, BAHC shall notify City and City shall agree to work in good faith to provide BAHC with the requested information within five (5) days of receipt of such request. Such Reimbursement Request shall be deemed to be “complete” when BAHC has received the reasonably requested information needed to review the Reimbursement Request (the “Completed Reimbursement Request”).
e) BAHC shall: (1) within fifteen (15) days after receipt of the Completed Reimbursement Request, inform the City of the amount approved per the Reimbursement Request and, in the event the full amount has not been approved, confirm the amount of the Reimbursement Request that has not been approved, and (2) within sixty (60) days thereafter, submit payment to the City in the form of a check or wire transfer (as City may specify) the full amount requested, less any disputed amount. In the event BAHC reasonably disputes any portion of the Reimbursement Request, BAHC and City agree to meet and confer in good faith to resolve the dispute. f) Reserved.
4. TERM; TERMINATION OF AGREEMENT
4.1 This Agreement shall terminate the earlier of (i) December 31, 2024, or (ii) upon the execution of the Assignment and Assumption Agreement, unless terminated earlier per Section 4.2 below.
Execution Version
4 BACH/CSC Interim Funding Agreement
4.2 Either Party may terminate this Agreement without cause by submitting electronic or written notice to other party (“Notice of Termination”), which notice shall be labeled as “Notice of Termination” and clearly communicate such Party’s intent to terminate the Agreement. The Notice of Termination shall become effective five (5) business days after such notice is sent (“Termination Date”).
BAHC shall have no obligation to pay any Eligible Costs incurred on or after the Termination Date but shall remain responsible for any Eligible Costs incurred prior to the Termination Date. Any remaining Eligible Costs incurred prior to the Termination Date shall be processed in accordance with the procedure set forth above in Section 3.
4.3 In the event of termination of this Agreement, the City shall prepare a statement of all Eligible Costs (with reasonable supporting documentation (as described above) incurred by the City. BAHC will only reimburse the City for any Eligible Costs incurred prior to the Termination Date.
5. AMENDMENT
5.1 This Agreement may only be amended in a writing signed by all Parties.
The City and BAHC acknowledge and agree that subsequent parties may be added to this Agreement by way of amendment to establish such subsequent parties’ responsibility for their proportional share of Eligible Costs.
5.2 Within ten (10) days following the City’s submittal of a Reimbursement Request that exceed One Hundred Twenty-Five Thousand Dollars ($125,000) (the “Threshold Amount”) in the aggregate amount of reimbursement requested hereunder, the City shall submit a written request for the Parties agree to meet and confer on the terms for possible increase of the Interim Agreement Maximum Payment Amount. The foregoing requirement shall not apply in the event the Parties have agreed to a more permanent agreement for BAHC reimbursement of City costs at the time the Threshold Amount has been reached.
6. INTEGRATED DOCUMENT
This Agreement represents the entire agreement between the City and BAHC.
No other understanding, agreements, conversations, or otherwise, with any representative of any Party prior to execution of this Agreement shall affect or modify any of the terms or obligations of this Agreement. Any verbal agreement shall be considered unofficial information and is not binding upon any Party.
7. SEVERABILITY CLAUSE
In case any one or more of the provisions in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect the validity of the other provisions, which shall remain in full force and effect.
Execution Version
5 BACH/CSC Interim Funding Agreement
8. WAIVER
Waiver of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement.
9. NOTICES
All notices to the Parties shall, unless otherwise requested in writing, be sent to the City addressed as follows:
City of Santa Clara
Attention:
Chuck Baker, Assistant City Manager
1500 Warburton Avenue
Santa Clara, California 95050
or by facsimile at (408) 247-9857
Attention:
Chuck Baker, Assistant City Manager ([email protected]) Elizabeth Koltz, Assistant City Attorney ([email protected]) to BAHC addressed as follows:
Bay Area Host Committee
444 Castro Street, Suite 150
Mountain View, CA 94041
Attention:
Zaileen Janmohamed ([email protected])
Ruth Shikada ( [email protected])
With copy to:
Attention:
Robert A. Weikert ([email protected])
Sonia A. Nayak ([email protected])
Matthew Richards ([email protected])
If notice is sent via facsimile, a signed, hard copy of the material shall also be mailed. The workday the facsimile was sent shall control the date notice was deemed given if there is a facsimile machine generated document on the date of transmission. A facsimile transmitted after 1:00 p.m. on a Friday shall be deemed to have been transmitted on the following Monday.
10. CAPTIONS
The captions of the various sections, paragraphs and subparagraphs of this Agreement are for convenience only and shall not be considered or referred to in resolving questions of interpretation.
Execution Version
6 BACH/CSC Interim Funding Agreement
11. LAW GOVERNING CONTRACT AND VENUE
This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by any Party shall be vested in the state courts of the County of Santa Clara, or if appropriate, in the United States District Court, Northern District of California, San Jose, California.
12. COUNTERPARTS AND SIGNATURES
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument, and the Parties agree that signatures on this Agreement, including those transmitted by facsimile, shall be sufficient to bind the Parties.
The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives. The Effective Date is the date that the final signatory executes the Agreement. It is the intent of the Parties that this Agreement shall become operative on the Effective Date. [Signatures on following pages]
Execution Version
7 BACH/CSC Interim Funding Agreement
IN WITNESS WHEREOF , the Parties hereto have caused this Agreement to be executed by their respective duly authorized signatories effective as of the Effective Date.
BAY AREA HOST COMMITTEE
a California 501(c)(6) nonprofit corporation
_______________________________
Zaileen Janmohamed
President & CEO
CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
-ƿ9$1'*52*$1
City Manager
APPROVED AS TO FORM:
_________________________
*/(15*22*,16
City Attorney
Execution Version
8 BACH/CSC Interim Funding Agreement
EXHIBIT A
INITIAL ESTIMATED COST ALLOCATION
Eligible Cost
Category
Total Costs
Fire (13%) $ 19,500
Police (69.5%) $ 104,250
Public Works (17.5%) $ 26,250
Grand Total $ 150,000
Execution Version
9 BACH/CSC Interim Funding Agreement
EXHIBIT B
REIMBURSEMENT REQUEST
Pursuant to that certain Interim Funding Agreement dated effective as of July 1, 2024, City hereby requests BAHC to reimbursement the Eligible Costs set forth below:
REQUEST
DATE
REIMBURSEMENT
REQUEST AMOUNT
AMOUNT PREVIOUSLY
FUNDED
BALANCE
5(0$,1,1*
(CAP AT
$150,000K)
(/,*,%/(&267&$7(*25< AMOUNT
REQUESTED
NOTES
Staff Time
Police/Fire/Public Works
-- Planning: Administration (not
recruiting)
-- Planning: Large Scale Meetings
with Outside
A
gencies/Stakeholders
-- Planning: Recruiting & Hiring -- N/A for IFA -- Planning: Community Relations
and PIO/Communications
-- N/A for IFA
-- Planning: Operations - Interior
(e.g., Tactical, Explosive, Escorts,
Civil Disobedience
)
-- Planning: Operations - Exterior
(e.g., Multiagency Staffing,
Credentialin
g, Interoperability)
-- Planning: Operations – Federal,
State, & Other Agencies (e.g.,
Intelligence, Cyber, Aviation,
Human Traffickin
g)
-- Planning: Traffic &
Transportation
-- Planning: Fire Operations (e.g.,
EMS/Medical, Emergency
Management, HazMat, Public
Health, Fire Prevention
)
Execution Version
10 BACH/CSC Interim Funding Agreement
-- Training and Conferences
Other Reimbursables:
TOTAL $
Attached hereto is the backup, detail and support required per Section 3(c) of the Agreement. For staff time, back up detail shall include the following: (a) [name and] title of staff member; (b) date(s) work performed; and (c) hours worked (recorded in .25 of an hour/15 minute increments).
City:
By: _______________________
Name: _______________________
Title: _______________________
City Manager’s Directive 136
Stadium-Related Time Reporting and Reimbursement
for City Services
DATE: August 22, 2024 CMD 136 Page 1 of 6
CANCELS: November 17, 2016
POLICY Stadium-Related Time Reporting and Reimbursement for City Services
PURPOSE
The purpose of this Directive is to establish standards for the City-wide application of Levi’s Stadium (Stadium) reimbursement procedures to ensure full cost recovery and accurate reporting of City services provided to the San Francisco Forty Niners entities, including Stadium Management LLC (Stadium Manager) and Forty Niners SC Stadium Company LLC (StadCo), Santa Clara Stadium Authority (Stadium Authority), or otherwise in support of the Stadium.
Measure J prohibits the expenditure of City funds to cover Stadium Authority-related costs, including operating and maintenance expenses of the Stadium (Santa Clara City Code Section 17.20.20(j)). As such, if City staff provides services to support Stadium events, Stadium Authority administration, or Stadium-related maintenance and operations, then the value of such services must be reimbursed to the City.
Levi’s Stadium opened in August 2014 for the 2014 NFL football season.
The Stadium holds approximately ten NFL home games, multiple large- scale (20,000+ attendees) ticketed Non-NFL events, and many small- scale non-ticketed Non-NFL events each year (such as corporate parties).
Unless staff is instructed otherwise by the City Manager, all City services, including public safety, provided to either entities of the San Francisco Forty Niners, or to the Stadium Authority, or otherwise in support of Levi’s Stadium, shall be tracked, charged, and reimbursed consistent with Santa Clara City Code, City and Stadium Authority actions, Agreements, and this policy. A key exception to the required timekeeping is staff time spent on Levi’s Stadium for which reimbursement is provided through payment of a set fee, such as permitting.
Time codes are available from the Finance Department and departmental timekeepers. It is the responsibility of each employee providing such services to code their time appropriately using payroll codes provided by the Finance Department such that the proper expenses can be billed to the appropriate entity. Non-hourly/exempt employees that work more than 8 hours in a day should code their time proportionately to where they spent it, using 8 hours as the maximum. It is the responsibility of Department Heads to exercise diligence and foresight as is necessary to review the departmental expenditures to ensure that employees are properly coding their time so that the City can be reimbursed for appropriate Stadium-related expenses.
City of
Santa Clara
The Center of What's Possible
CMD 136: Stadium-Related Time Reporting and
Reimbursement for City Services
DATE: August 22, 2024 CMD 136 Page 2 of 6
CANCELS: November 17, 2016
As it relates to public safety and any direct Stadium event costs, those City provided activities include, but are not limited to, the following:
• Stadium Event planning, research, coordination, and preparation. • Administrative functions directly related to events including sign ups and timekeeping.
• Coordination and communication with the Stadium Manager, StadCo, and other entities necessary to implement events. • Participation in Stadium-related pre/post-event briefings and inspections that are not already compensated through payment of inspection fees.
• Development and review of event reports and all public safety and traffic documents.
• Event-day deployment of public safety personnel and other City services, including all staff time providing direct services at the Stadium for activities immediately preceding an event and post- event activities. Arrests, enforcement, issuance of citations, fire and emergency medical services, moving equipment to and from the Stadium before and after events, building and taking down infrastructure before and after events, and cleaning up around the Stadium after events. Policing activities such as investigations and arrests taking place after the conclusion of an event shall be considered Stadium-related while in the investigatory phase of the case, or when they occur in the course of a deployment reflected on the Event Action Plan, Transportation Management and Operations Plan (TMOP), Stadium Operation & Maintenance Plan (SOMP), Parking Plans, or Public Safety Plan. Policing activities such as court appearances or meetings with the District Attorney’s Office taking place after the conclusion of an event shall not be Stadium related if they occur after the District Attorney’s Office has determined that it will take action.
• Required participation by public safety personnel in Stadium- related litigation matters.
• Public safety time spent hiring and processing new Stadium Authority and Stadium-assigned employees including, but not limited to, Special Event Officers, Traffic Control Officers, and Stadium Per Diem Dispatchers.
• Stadium specific personnel training and support.
As it relates to general and administrative time, those City provided activities include, but are not limited to, the following:
City of
Santa Clara
The Center of What's Possible
CMD 136: Stadium-Related Time Reporting and
Reimbursement for City Services
DATE: August 22, 2024 CMD 136 Page 3 of 6
CANCELS: November 17, 2016
• Review and discussion of any topics, issues, and documents related to the Stadium Authority/Levi’s Stadium.
• Participation in meetings related to any topics and issues related to the Stadium Authority/Levi’s Stadium, including Stadium Authority Board meetings and meetings with the Stadium Manager or StadCo.
• Administration and implementation of Stadium Authority Board directed initiatives and Stadium Authority projects, including management of consultants performing services for the Stadium Authority or the City related to Levi’s Stadium.
• Responding to inquiries and requests from the Stadium Authority Board/City Council, media, other organizations, Stadium patrons, and/or the public related to the Stadium Authority/Levi’s Stadium. • Preparation of any work product related to the Stadium Authority/Levi’s Stadium, such as the annual budget, Stadium Authority Board meeting agendas and minutes, agenda reports, agreements, presentations, Request for Proposals, financial, public safety, parking and traffic documents, etc.
• Negotiations and legal and litigation-related support for matters involving the Stadium Authority/Levi’s Stadium.
• Management of Stadium Authority and Stadium-related records. • Procurement of Stadium Authority-funded capital expenditures, equipment, supplies, and services.
• Human Resources time spent hiring and processing new Stadium Authority and Stadium-assigned employees.
• Coordination and communication between the Stadium Authority and Stadium Manager, StadCo, and other entities.
• Community outreach and engagement efforts related to the Stadium Authority/Levi’s Stadium.
For purposes of timekeeping, all overtime shall be submitted on a paid basis. No compensatory-time-off shall be granted for the work performed.
This is to facilitate compliance with Measure J and the full reimbursement of costs associated with events or the Stadium Authority at the rate applicable at the time the work was performed.
It should be noted that the guidelines provided shall also be considered for budget development purposes. It is important for all City staff to review and project future Stadium Authority activities to the extent possible.
City of
Santa Clara
The Center of What's Possible
CMD 136: Stadium-Related Time Reporting and
Reimbursement for City Services
DATE: August 22, 2024 CMD 136 Page 4 of 6
CANCELS: November 17, 2016
As stated above, a notable key exception to the required timekeeping outlined in this CMD is time spent on permits issued to the Stadium Manager and its subcontractors and all related work expected from the usual course of business. Those staffing costs are captured in permit fees and it would be duplicative to track and code that time for reimbursement.
However, any coordination and work efforts related to permit review and issuance above and beyond what is provided in the usual course of business, such as enhanced capital project and permit coordination with the Stadium Manager or enhanced review of potential neighborhood impacts and/or Stadium agreements to determine alignment with permissible activities/projects, should be charged to the appropriate Stadium Authority code.
Responsibility
Action
Stadium-R elated Expense Tracking and Reimbursement
Finance
Department
1. Provide activity codes to Departments to track time and associated expenses on Stadium-related administration, events, maintenance, and operations.
2. Review existing business processes and reimbursement procedures to analyze labor, public safety contractors and other costs for the Stadium and provide updates as needed to the City Manager’s Office, Timekeepers, and Department Heads.
3. The Finance Department will incorporate the indirect cost rates to apply to all direct City service cost charges to the 49ers entities, Stadium Authority, and any other applicable entities to cover citywide indirect costs and department specific indirect costs.
4. Review and update citywide indirect costs on a regular basis to ensure these rates comply with Measure J.
5. The Finance Department shall prepare reports which identifies actual event-related expenditures as instructed by the City Manager.
Employees 1. Track all time spent on Stadium-related administration, events, maintenance, and operations utilizing the payroll codes provided by City of
Santa Clara
The Center of What's Possible
CMD 136: Stadium-Related Time Reporting and
Reimbursement for City Services
DATE: August 22, 2024 CMD 136 Page 5 of 6
CANCELS: November 17, 2016
the Finance Department.
2. Charge all Stadium-related event public safety invoices to codes provided by the Finance Department.
3. Seek guidance from department in-house resource or Finance Department when there is any doubt about whether or not time or invoices should be charged to one of these codes.
4. Submit timecards to Timekeepers in a timely manner.
Timekeepers 1. Ensure that timecard(s) provided to department employees include payroll codes for Stadium-related work.
2. Ensure the timely receipt of employee timecards and process within the established pay period timelines.
3. Review employee timekeeping submittals to ensure that the proper payroll codes are utilized.
Supervisors 1. Review and approve timekeeping each period ensuring that employees are accurately coding their time spent on Stadium- related activities and that the time accurately reflects the amount of time worked.
Department
Head
1. Designate an employee(s) in the department to serve as in-house resource on Stadium-related timekeeping questions.
2. Review reports provided by the Finance Department to ensure that time spent by employees is accurately reflected. It is also expected that the Department Head analyze the data and trends for different types of events and services to improve operational efficiency and improve service to the public.
City Manager’s
Office
1. Review reports with Department Heads on a regular basis to ensure that time spent by Departments is accurately reflected.
City of
Santa Clara
The Center of What's Possible
CMD 136: Stadium-Related Time Reporting and
Reimbursement for City Services
DATE: August 22, 2024 CMD 136 Page 6 of 6
CANCELS: November 17, 2016
Santa Clara Stadium Authority Financial Status Report and Bills and Claims
Finance
Department
1. Prepare Stadium Authority Financial Status Report and Stadium Authority Bills and Claims for the City Manager’s review.
City Manager’s
Office
1. Reviews Stadium Authority Financial Status Report and Stadium Authority Bills and Claims and present to the Board respectively on a quarterly and monthly basis.
Attachment: Stadium Payroll Combo Codes as of August 22, 2024
City of
Santa Clara
The Center of What's Possible