City Council and Authorities Concurrent
December 10, 2024

City of Santa Clara
Meeting Agenda
Call and Notice of Special Meeting of the
City Council and
Santa Clara Stadium Authority Board
Hybrid Meeting
City Hall Council Chambers/Virtual
1500 Warburton Avenue
Santa Clara, CA 95050
7:00 PMTuesday, December 10, 2024
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Meeting ID: 997-0675-9306
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Meeting Agenda December 10, 2024
NOTICE IS HEREBY GIVEN that, pursuant to the provisions of California Government Code §54956 (“The Brown Act”) and Section 708 of the Santa Clara City Charter, the Mayor/Chair calls for a Special Meeting of the City Council of the City of Santa Clara and the Governing Board of the Stadium Authority, to commence and convene on December 10, 2024 at 7:00 pm for a Special Meeting to be held virtually and in the City Hall Council Chambers located in the East Wing of City Hall at 1500 Warburton Avenue, Santa Clara, California, to consider the following matter(s) and to potentially take action with respect to them.
7:00 PM SPECIAL JOINT CITY COUNCIL/STADIUM AUTHORITY BOARD MEETING Call to Order in the Council Chambers
Pledge of Allegiance and Statement of Values
Roll Call

STUDY SESSION

1. Study Session on Planned FIFA World Cup 2026 Matches at Levi’s Stadium in Santa Clara
24-1226
Note and file the informational report on FIFA World
Cup 2026 and provide input to staff on the proposed
terms for an Assignment and Assumption Agreement.

Recommendation:

ADJOURNMENT
The next regular scheduled meeting is on Tuesday, December 17, 2024 in the City Hall Council Chambers.

Call and Notice of Special Meeting of the City
Council and
Stadium Authority Board
Meeting Agenda December 10, 2024

MEETING DISCLOSURES
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Note: The public cannot participate in the meeting through these livestreaming methods; livestreaming capabilities may be disrupted at times, viewers may always view and participate in meetings in-person and via Zoom as noted on the agenda.

AB23 ANNOUNCEMENT: Members of the Santa Clara Stadium Authority, Sports and Open Space Authority and Housing Authority are entitled to receive $30 for each attended meeting.

Note: The City Council and its associated Authorities meet as separate agencies but in a concurrent manner. Actions taken should be considered actions of only the identified policy body.

LEGEND: City Council (CC); Stadium Authority (SA); Sports and Open Space Authority (SOSA); Housing Authority (HA); Successor Agency to the City of Santa Clara Redevelopment Agency (SARDA); Bayshore North Project Enhancement Authority (BNPEA); Public Facilities Financing Corporation (PFFC) Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] <mailto:[email protected]> or at the public information desk at any City of Santa Clara public library.

If a member of the public submits a speaker card for any agenda items, their name will appear in the Minutes. If no speaker card is submitted, the Minutes will reflect "Public Speaker." In accordance with the requirements of Title II of the Americans with Disabilities Act of 1990 ("ADA"), the City of Santa Clara will not discriminate against qualified individuals with disabilities on the basis of disability in its services, programs, or activities, and will ensure that all existing facilities will be made accessible to the maximum extent feasible. The City of Santa Clara will generally, upon request, provide appropriate aids and services leading to effective communication for qualified persons with disabilities including those with speech, hearing, or vision impairments so they can participate equally in the City’s programs, services, and activities. The City of Santa Clara will make all reasonable modifications to policies and programs to ensure that people with disabilities have an equal opportunity to enjoy all of its programs, services, and activities.

Agendas and other written materials distributed during a public meeting that are public record will be made available by the City in an appropriate alternative format. Contact the City Clerk’s Office at 1 408-615-2220 with your request for an alternative format copy of the agenda or other written materials.

Individuals who require an auxiliary aid or service for effective communication, or any other disability-related modification of policies or procedures, or other accommodation, in order to participate in a program, service, or activity of the City of Santa Clara, should contact the City’s ADA Coordinator at 408-615-3000 as soon as possible but no later than 48 hours before the scheduled event.

Call and Notice of Special Meeting of the City
Council and
Stadium Authority Board
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-1226 Agenda Date: 12/10/2024

REPORT TO CITY COUNCIL AND STADIUM AUTHORITY BOARD

SUBJECT
Study Session on Planned FIFA World Cup 2026 Matches at Levi’s Stadium in Santa Clara

COUNCIL AND BOARD PILLARS
Enhance Community Engagement and Transparency
Ensure Compliance with Measure J and Manage Levi’s Stadium

BACKGROUND
In 2026, Levi’s Stadium will host Super Bowl LX (“SBLX”) in February 2026 and six FIFA World Cup 2026 (“FWC26” or “World Cup”) matches between June 13 - July 1, 2026. The events are collectively referred to as “2026 Major Events” in the report.

FWC26 Overview
The FIFA World Cup and FIFA Women's World Cup are international soccer competitions between the national teams of the Fédération Internationale de Football Association (“FIFA”), the sport's international governing body. The World Cup is held every four years and is the most prestigious association soccer tournament in the world, as well as the most widely viewed and followed single sporting event.

Below is a timeline of the key events that preceded this update on the status of planned FWC26 events at Levi’s Stadium.

The City of Santa Clara first affirmed its support of FWC26 and related events in a letter signed by Mayor Lisa Gillmor on August 31, 2017.

On February 22, 2022, the City Council voted in favor of a resolution to support the City being selected to host FWC26 games.

On June 16, 2022, FIFA announced the 16 regions that will host matches for FWC26 across Canada (2 locations), Mexico (3 locations), and the United States (11 locations). The FWC26 Host Cities are:
· Atlanta (Mercedes-Benz Stadium)
· Boston (Gillette Stadium)
· Dallas (AT&T Stadium)
· Guadalajara, Mexico (Estadio Akron)
· Houston (NRG Stadium)
· Kansas City (Arrowhead Stadium)
· Los Angeles (SoFi Stadium)
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· Mexico City, Mexico (Estadio Azteca)
· Miami (Hard Rock Stadium)
· Monterrey, Mexico (Estadio BBVA)
· New York / New Jersey (MetLife Stadium)
· Philadelphia (Lincoln Financial Field)
· San Francisco Bay Area (Levi’s Stadium)
· Seattle (Lumen Field)
· Toronto, Canada (BMO Field)
· Vancouver, Canada (BC Place)
On May 23, 2023, the City Council and Stadium Authority Board voted in favor to adopt the Santa Clara City Council Guiding Principles for FWC26 and direct the City Manager/Executive Director and City Attorney/Stadium Authority Counsel to negotiate and execute an Information Sharing and Event Cooperation Agreement with Bay Area Host Committee, United States Soccer Federation, FIFA, and Forty Niners Stadium Management Company LLC, to facilitate the sharing of information.

Guiding Principles for FWC26

1. Professionally oversee FIFA World Cup 2026 events in a manner that positively highlights the City of Santa Clara and celebrates the rich diversity of Santa Clara’s neighborhoods.

2. Attain reimbursement of all event costs, including public safety (pre- and post-event costs).

3. Ensure direct benefits to the Santa Clara community and Santa Clara businesses.

4. Plan and provide for communication and engagement with residential neighborhoods adjacent to Levi’s Stadium and other venues that will be utilized for large events.

5. Ensure specific benefits to and involvement of Santa Clara youth and adult soccer programs.

6. Seek revenue generating utilization of the Santa Clara Convention Center and other event and recreation spaces (including college and school facilities) in the City of Santa Clara without any impact to the General Fund.

7. Seek mitigation of City and Stadium Authority financial risks and liabilities.

8. Engage in transparent communication on pre-planning efforts, with periodic progress reports to the City Council, including reports published on the City’s website to promote engagement and awareness for residential neighborhoods adjacent to the Stadium and the City as a whole.

9. Pledge that the Santa Clara City Council, Stadium Authority Board, and City staff will follow the law, act ethically and transparently with the expectation that other parties do the same.

On February 4, 2024, FIFA announced the match schedule for FWC26. Levi’s Stadium will host matches on June 13, 16, 19, 22 and 25 and July 1, 2026. The June matches are “group” matches and the July 1 match is considered a “knockout” match for two of the teams that advanced out of the group stage.

SBLX Overview
The Super Bowl is the annual championship game of the National Football League (NFL). It serves as the final game of every NFL season and is generally played on the second Sunday in February.

On May 22, 2023, the NFL announced that SBLX will be played at Levi's Stadium.

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use stadium for the operation of NFL Games, including the Super Bowl, subject to the terms of Article 21 of the Stadium Lease. Article 21 of the Stadium Lease provides certain terms for the hosting of a Super Bowl at the Stadium, including a requirement for StadCo, the Stadium Authority and one or more parties, including potentially an event host committee, to enter into a “League Event Agreement.”
Major Events Informational Reports
City and Stadium Authority staff have presented Informational Reports on Super Bowl LX and FWC26 on these dates: September 26, 2023, March 5, 2024, and August 27, 2024.

On September 26, 2023, staff presented a general Informational Report on FWC26. The report included the following items:
· Staff created a 2026 Major Events Executive Steering Committee to coordinate preparations for FWC26 and SBLX, focusing on public safety, communications, and community engagement. Regular meetings with the Bay Area Host Committee (“BAHC”) have addressed topics like organizational structure, event logistics, and government integration. · The City also executed the City Council/Board approved Information Sharing Agreement with BAHC, FIFA, and the Forty Niners Stadium Management Company LLC (“ManCo” or “Stadium Manager”) to manage information sharing, maintain confidentiality, and assure compliance with the California Public Records Act (CPRA). This agreement categorizes event-related documents into three levels of access based on their relevance to city responsibilities. · A Stadium Agreement outlines FIFA's requirements for stadium infrastructure and operations but presents financial and logistical challenges that the Stadium Authority needed to address, including capital improvements and signage requirements. Staff shared plans to negotiate additional agreements to clarify financial responsibilities, aiming to mitigate risks and ensure reimbursement for event-related costs, as required by Measure J.

On March 5, 2024, staff and BAHC presented an Informational Report on SBLX and FWC26 Updates. The discussion and Council/Board action included the following items:
· Staff made two recommendations that were unanimously approved by City Council/Stadium Authority Board:
o Note and file informational report on SBLX and FWC26 updates; and, adopt the SBLX Guiding Principles, which are as follows:

Super Bowl LX Guiding Principles

1. Professionally oversee the Super Bowl LX in a manner that positively highlights the City of Santa Clara and celebrates the rich diversity of Santa Clara’s neighborhoods.

2. Attain reimbursement of all event costs, including public safety (pre- and post-event costs).

3. Ensure direct benefits to the Santa Clara community and Santa Clara businesses.

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adjacent to Levi’s Stadium and other venues that will be utilized for large events.

5. Ensure specific benefits to and involvement of Santa Clara youth and adult football programs.

6. Seek revenue generating utilization of the Santa Clara Convention Center and other event and recreation spaces (including college and school facilities) in the City of Santa Clara without any impact to the General Fund.

7. Seek mitigation of City and Stadium Authority financial risks and liabilities.

8. Engage in transparent communication on pre-planning efforts, with periodic progress reports to the City Council, including reports published on the City’s website to promote engagement and awareness for residential neighborhoods adjacent to the Stadium and the City as a whole.

9. Pledge that the Santa Clara City Council, Stadium Authority Board, and City staff will follow the law, act ethically and transparently with the expectation that other parties do the same.
· Additionally, staff committed to providing periodic informational reports on planning efforts for the 2026 Major Events.
· Discussion Items:
o Major Events Key Stakeholders: Staff provided information on the stakeholder structure, roles of key stakeholders, and their responsibilities and relationships with the City and Stadium Authority for the 2026 Major Events. Key stakeholders include:
§ Bay Area Host Committee (BAHC)
· Non-profit focused on bringing mega-events, including SBLX and FWC26 to the San Francisco Bay Area.
§ National Football League (NFL)
· Professional football league responsible for organizing the annual Super Bowl event.
§ FIFA
· Soccer's international governing body that organizes the FIFA World Cup, an international competition between FIFA's national teams. § Santa Clara Stadium Authority (Stadium Authority)
· Owner of Levi's Stadium, which will host SBLX and six FWC26 matches. § City of Santa Clara
· Local jurisdiction where Levi's Stadium is located.
· Lead agency responsible for public safety and permitting for the events. § Forty Niners Entities
· Forty Niners SC Stadium Company, LLC (StadCo)
o StadCo leases Levi's Stadium for NFL games.
· Forty Niners Stadium Manager Company LLC (ManCo/Stadium Manager) o Stadium Manager manages Levi's Stadium on behalf of StadCo and Stadium Authority.
· Forty Niners Football Company LLC (TeamCo)
o TeamCo operates as a business and management arm of the 49ers organization, overseeing the team's interests in Levi’s Stadium and related operations.

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o Under the proposed assignment and assumption of FWC26, TeamCo will cover any shortfall if BAHC is unable to meet its reimbursement obligations.
· Regional, state, and federal government partners
o Regional, state, and federal partners to work with City, Stadium Authority and BAHC on emergency planning, transportation coordination, public safety, and other items for the 2026 Major Events. o Recent and Current City and Stadium Authority Work Efforts: On March 5, 2024, staff’s presentation included updates on recent and current City and Stadium Authority work efforts related to:
§ Acquisition of key FWC26 documents
§ Negotiations for assignment and assumption of FWC26 responsibilities and costs
§ City infrastructure and resources
§ Additional personnel in the Police Department’s Special Operations Division § Stadium capital project oversight
§ Information obtained from participation in programs at Super Bowl LVIII in Las Vegas, NV.
§ Conferences and meetings with key stakeholders
o Planned and Anticipated City and Stadium Authority Work Efforts: On March 5, 2024, staff’s presentation also described planned and anticipated City and Stadium Authority work efforts related to:
§ Emergency management planning
§ Public safety planning
§ Negotiation and execution of an Assignment and Assumption Agreement and other relevant agreements required for FWC26
§ Negotiation and execution of a League Event Agreement and other relevant agreements required for SBLX
§ Community partnerships and outreach
On August 27, 2024, staff presented a Summer 2024 Informational Report on Super Bowl LX and FIFA World Cup 2026 Updates. The discussion included the following items:
· The City of Santa Clara outlined a detailed cost and planning strategy for the 2026 Major Events, which involves actively tracking and managing eligible event-related expenses, reimbursed by BAHC under an Interim Funding Agreement that was executed in August 2024.

This agreement enables the City to obtain reimbursement of preliminary planning costs, including public safety, staff training, and equipment needs. Eligible costs are tracked through payroll codes and staff allocation which started July 1, 2024. For costs incurred prior to this date, staff hours were reclassified to specific FWC26 and SBLX activities. o Between May 2023 and June 2024, staff spent around 1,330 hours on these events, totaling approximately $328,281, although eligible reimbursements totaled approximately $148,930.
· Key recent initiatives discussed on August 27 included:

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o Public Safety and Emergency Planning: Staff noted that they were actively engaged in planning sessions and training to ensure robust safety measures for these high-profile events. The City Council/Stadium Authority Board was also informed that updated directives provided further guidance to staff on time tracking, ensuring full cost recovery for services related to stadium operations, as mandated by Measure J. o Emergency planning updates were presented to the Emergency Operational Area Council (EOAC), a regional group prioritizing safety and funding for major events. City representatives, including Councilmember Karen Hardy, participated actively in these forums to align local plans with regional priorities.
· Infrastructure and venue preparations discussed on August 27 included:
o Modifications to the field (“bowl”) are needed to meet FIFA’s field standards. This includes expanding the playing area to include demountable structures for greater flexibility in future events. Plans for the project and a permit application were submitted and being reviewed by the City. It is anticipated that all modification costs will be paid by BAHC. More information on this project and its current status is provided later in this report.
o Infrastructure and permitting meetings have also focused on stadium logistics, such as access control, signage compliance, and seating configurations specific to FIFA’s field requirements.
· City participation in national security and safety conferences discussed on August 27 included:
o City staff attended the National Homeland Security Conference, where they gathered insights on emergency response, AI in safety management, and victim assistance. They participated in FIFA-hosted seminars and discussions on best practices with other host cities, emphasizing coordination for a seamless World Cup event. o The Police Department’s Special Operations Division attended both the NFL and National Center for Sports Safety and Security (NCS4) conferences. These events offered training and collaboration with NFL and FIFA representatives, reinforcing readiness for Super Bowl and World Cup safety protocols. o Santa Clara also hosted a Cybersecurity Tabletop Exercise, involving regional and federal agencies like the FBI and DHS, to simulate and prepare for potential cyber threats during the 2026 events.
· Community engagement and regional collaboration discussed on August 27 included:
o Santa Clara's leadership, including Mayor Lisa Gillmor, participated in the Bloomberg Harvard City Leadership Initiative, focused on enhancing transparency, community engagement, and accountability related to the 2026 Major Events. This initiative allows city officials to refine communication and involvement strategies to ensure that these events benefit the local community.
· Ongoing negotiations and agreements discussed on August 27 included:
o The City and Stadium Authority are finalizing key agreements, including the Assignment and Assumption Agreement, to formalize responsibilities and reimbursement processes for event costs.

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· Additionally, the following items were discussed on August 27:
o For SBLX, the Forty Niners Entities are responsible for event management, given their exclusive rights to host NFL games under the stadium lease. The City submitted a term sheet for the League Event Agreement to BAHC, which will address specific reimbursement terms for City services.
o The City participated in FIFA-led planning groups, where representatives from host cities discuss operational progress and exchange best practices. o Staff mentioned that upcoming efforts will continue with emergency planning, public safety meetings, a FIFA-led permitting meeting in September 2024, and oversight of stadium capital projects. Execution of final agreements with FIFA, BAHC, and the Forty Niners will further clarify cost responsibilities, while the City maintains partnerships to optimize community benefits for the World Cup and SBLX.

Recent Participation in Key Meetings and National Security and Safety Conferences Listed below are the key meetings, and public safety and emergency preparedness conferences attended by Staff between August 28 to December 6, 2024:
· August 28, 2024
o Levi’s Stadium Emergency Response Tabletop Exercise, Santa Clara, CA · September 4, 2024
o FIFA-led permitting meeting at Levi’s Stadium, Santa Clara, CA · September 18-19, 2024
o Sports and Special Event Risk Management Training, San Jose, CA (Texas A&M Engineering)
· October 1, 2024
o Mass Casualty & Emerging Threats Tabletop Exercise, San Carlos, CA (FBI, NCRIC) · October 7-8, 2024
o Sports Venue Evacuation and Protective Actions Training MGT-412, San Jose, CA (Texas A&M Engineering)
· October 29-30, 2024
o Urban Areas Security Initiative Public Safety Preparedness Summit, San Francisco, CA · October 28 and 30, and November 2, 6 and 7, 2024
o Crowd Management, Mobile Field Force Training, Santa Clara, CA (SCPD Department- wide training, various dates)

DISCUSSION
This portion of the report includes the following sections:

A. Documents and Agreements Related to Hosting the FIFA Men’s World Cup Matches at Levi’s Stadium in 2026
B. Estimated Planning, Public Safety, and Other City/Stadium Authority Event Costs C. Assignment and Assumption Terms
D. Required Facility Improvements
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from the City Council/Stadium Authority Board. Final action from the City Council/Stadium Authority Board is anticipated to be take place during a regular meeting of the bodies on January 28, 2025.

A. Documents and Agreements Related to Hosting the FIFA Men’s World Cup Matches at Levi’s Stadium in 2026
The Challenge
One early obstacle to the City/Stadium Authority’s ability to achieve a full understanding of the risks, responsibilities, and costs involved in hosting FWC26 games at the Stadium was not having access to the FWC26 Agreements entered into by the BAHC, ManCo and FIFA for the event. The main challenge here was that neither City nor Stadium Authority staff were involved in negotiating or executing these agreements, and FIFA was not accustomed to having such agreements made available to anyone other than the contracting parties themselves. In resisting disclosure, it should be noted that the parties did express some legitimate concerns regarding full disclosure of financial terms still under negotiation at other venues and terms that, if disclosed publicly, could compromise event security.

Although it took more time than expected, over the spring and summer of 2023, City/Stadium Authority staff were ultimately able to overcome FIFA, BAHC and ManCo resistance to disclose key documents through the terms of a negotiated Information Sharing Agreement (“ISA”). A copy of the final ISA dated August 1, 2023, is attached to this report as Attachment 1.

Summary of ISA Terms
The Information Sharing Agreement requires ManCo, BAHC and FIFA to provide the City/Stadium Authority with all relevant World Cup agreements and information in connection with any events to be scheduled at Levi’s Stadium (or elsewhere within the City), or otherwise having material impacts on the City. In exchange, the City and Stadium Authority agree not to disclose to the public any information provided that is “confidential” (generally, information that implicates public safety, that is part of any ongoing negotiations, or that is considered proprietary), and to coordinate on any response to any public request for documents that contain confidential information. The types of documents and the level of access to be provided were arranged into “categories” as follows:

Category One: Category One documents are comprised of World Cup Event related documents to which City or Stadium Authority is a party or which ManCo executed “on behalf of” the Stadium Authority. Category 1 documents are to be provided to City/Stadium Authority for internal use without redactions, and be available for disclosure to the public subject only to redactions of proprietary, privileged, or other confidential information (e.g., sensitive venue/operational details) where such information is exempt from disclosure under the CPRA.

Category 1 documents include the Stadium Agreement and the portions of the Addendum that amends the Stadium Agreement.

Category Two: Category Two Documents are comprised of World Cup Event related documents with information reasonably expected to have direct or material indirect impacts on City or Stadium Authority, but where neither City nor Stadium Authority is a party, and are therefore not bound by the terms of the document. City/Stadium Authority is given the opportunity to review but not “possession” of Category 2 documents. Category 2 documents include the Host City Agreement between BAHC and FIFA, and the portions of the Addendum City of Santa Clara Printed on 12/6/2024Page 8 of 22
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the amend the Host City Agreement.

Category Three: Category Three Documents are comprised of World Cup Event related documents that do not fall into Category One or Two, e.g., Training Site Agreements, Airport Agreements, and Hotel Agreements. BAHC/FIFA are obligated to provide a list of Category Three agreements where any activities governed thereby will occur in the City. After City/Stadium Authority review of this Category Three list, the parties will meet and confer to identify which of such documents have the possibility of having material impacts on the City or Stadium Authority, and the level of access to be provided.

The ISA also provides that confidential information shared with City/Stadium Authority would be limited to an identified group of “Relevant Personnel” and that all such personnel had a duty to keep such information confidential (Section 8.1). There were approximately 20 City/Stadium Authority staff and consultants, along with the City Council, that were included in the group of Relevant Personnel.

City/Stadium Authority also had a duty to develop and enforce protocols to ensure that confidential information would not be improperly distributed. Such protocols included execution of an Acknowledgement of Duty of Confidentiality form as a condition to get access to such information (Section 8.2). The ISA also included a process for the parties to meet and confer regarding categorization of provided information and for the City to provide notice if a CPRA request was made with respect to information identified as “proprietary” or that had otherwise been characterized as exempt from disclosure. While any party could assert an exemption, ultimately the City reserved the right to disclose information that it believed required disclosure under the CPRA (Section 8.4.2).

Timeline for Document Sharing and Disclosure
The following timeline sets forth the key milestones in the process for requesting, obtaining and disclosing the primary World Cup Event documents:
· Late 2021 - Early 2023: City/Stadium Authority requests in writing that ManCo and BAHC provide documents and information necessary to evaluate the obligations and risks; no progress is made
· April-May, 2023: City/Stadium Authority legal and business staff engage with their counterparts at ManCo, BAHC and FIFA to develop a framework for the sharing of all necessary information.
· May 23, 2023: At the City/Stadium Authority meeting, as part of the FIFA World Cup Event update, the idea and framework for the terms of a possible Information Sharing Agreement (ISA) are presented.
· August 1, 2023: After extensive negotiations, the terms for the ISA are finalized. · August 20, 2023: A final, executed version of the ISA is provided to Council/Board via email (and later posted on the City’s website)
· August 29, 2023: A redacted version of the Stadium Agreement is provided to Council via email.
· September 8, 2023: Council is apprised via email that the redacted Stadium Agreement is to be provided to the public and given summary of the Stadium Agreement. Council is also apprised that the Addendum to the Stadium Agreement was currently under review for redactions and would be provided when redaction process was complete. · September 8, 2023: Stadium Agreement (Redacted) released to the public and later posted on the City website. (Version 1 of the Redacted Stadium Agreement is attached as Attachment 2) City of Santa Clara Printed on 12/6/2024Page 9 of 22
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· September 22, 2023: Email sent to Council attaching the Acknowledgement of Duty of Confidentiality form needed to obtain access to “Confidential Information” under the ISA. · October, 2023: “Intralinks” document sharing platform is activated to allow for City/Stadium Authority review (but not possession) of Category Two documents, including Host City Agreement and portions of the Addendum amending that agreement. All Councilmembers executing the ISA Acknowledgement of Duty of Confidentiality form are provided access to Confidential documents on Intralinks.
· January 2024: The Addendum to the Stadium Agreement and Host City Agreement is provided to the public subject to redactions of all Host City Agreement related provisions, and provisions exempt from disclosure under the CPRA; Addendum also posted on City website. (Version 1 of the Redacted Addendum is attached as Attachment 3)
· September 30, October 21, November 8, and November 23, 2024: FIFA apprised/reminded that unless qualified exemptions remained, substantially unredacted documents will need to be made public in preparation for City/Stadium Authority decision-making on the proposed Assignment and Assumption Agreement.
· December 6, 2024, substantially unredacted Stadium Agreement and portions of the Addendum amending the Stadium Agreement are released to the public through a response to a pending Public Records Act request, and inclusion as attachments to this report (Version 2 of the Stadium Agreement attached as Attachment 4; Version 2 of the Addendum attached as Attachment 5; and the explanation of the redactions in the description, below) Explanation of Unredacted Documents
The attached “Version 2” of the Stadium Agreement and Addendum have been substantially “unredacted” from the versions previously made public. The unredacted portions of the Stadium Agreement are as follows: sections 6.2, 7.7, 15.2, 15.3, 16.5, Annexe 1, and Annexe 3 (partial). The unredacted portions of the Addendum are as follows: 2b (partial), 3, 12 (partial), Exhibit B (partial), and Exhibit D. Some redactions do remain, however. These include redactions that implicate venue/event security concerns, terms relating to pending negotiations of allocated suites and seats, and some of the “line-item” financial details. Please note, however, where line-item financial details remain redacted, the “bottom-line” financial information is now disclosed. Terms of the Addendum that amend the “private” Host City Agreement, as opposed the public Stadium Agreement, also remain redacted.

The redactions are coded as follows:
· Redactions in the Addendum that relate to provisions from the Host City Agreement remain redacted in BLACK.
· Redactions in both the Stadium Agreement and Addendum that relate to security concerns, proprietary business practices and strategies of FIFA, pending negotiations of allocated suites/seats or “line-item” financial details, remain redacted in white with RED overlay text stating “Redacted”.

When “Version 1” of the Stadium Agreement and Addendum were made public in late 2023-early 2024, a number of the terms of the deal were still being negotiated by FIFA not just with respect to Levi’s Stadium, but with respect to all of the venues. Such negotiations were conducted in conjunction with the allocation of the game schedule for the tournament as a whole. While a few items remained in negotiation after announcement of the game allocation (as stated above), the majority of the terms were settled and, therefore, can now be unredacted, as reflected in “Version 2” City of Santa Clara Printed on 12/6/2024Page 10 of 22
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of the Agreements.

Stadium Agreement Basics
The Stadium Agreement was first entered into by ManCo and the United States Soccer Federation, Inc. (“USA Soccer”) back in 2018 and submitted to FIFA as part of the region’s bid package. The execution and submittal of this agreement was a requirement to be considered as a “host venue” for the FIFA World Cup 2026 event. Since then, as contemplated by the agreement, USA Soccer has assigned its rights under the agreement to a FIFA subsidiary.

In general, the Stadium Agreement sets forth FIFA’s terms and requirements for stadium infrastructure and operations in connection with the World Cup. It also provides the initial terms for allocation of event costs and revenues. In all material respects, the agreement heavily favors FIFA, including a reservation of rights to modify and impose new requirements and obligations. It is staff’s understanding that similar, if not identical, terms and conditions are contained in the other “Stadium Agreements” that were signed by the various stadium operators throughout the country in connection with their World Cup bids.

The portions of the Addendum that amend the Stadium Agreement set forth a number of more detailed terms and requirements that are more specific to Levi’s Stadium. Key terms include:
· Replacement of United States Soccer Federation, Inc. with FIFA as the contracting party (Section 1).
· Provisions for “Basic Services” to be provided by the BAHC and “Variable Stadium Rental Fees” to be paid in consideration for such services (Section 3 and Exhibit B, now with total amounts unredacted)
· An updated “Stadium Footprint Map” defining the area to be made available to FIFA’s “exclusive use” during the “exclusive use period” and defining the security perimeter (Section 4 and Exhibit C, still redacted for security purposes)
· Further details on the required “Field Improvements” and other required Stadium technical improvements (Section 5 and Exhibit D)
As discussed below in more detail, under the terms of the proposed Assignment and Assumption Agreement, all rights and responsibilities under the Stadium Agreement, as amended by the Addendum shall be assigned by ManCo to the BAHC. Neither City nor Stadium Authority shall have any direct responsibility or liability for the performance of such obligations.

The Host City Agreement
Like the Stadium Agreement, the Host City Agreement (HCA) was first entered into back in 2018 and submitted to FIFA as part of the region’s bid package. Despite the “Host City” reference, the City is not a party to the HCA. Instead, the BAHC is the identified “Host City Authority”. Therefore, the terms of the HCA, and the provisions within the Addendum that amend the HCA are not directly binding on the City or the Stadium Authority.

Because neither the City nor the Stadium Authority are parties to the HCA, and City/Stadium Authority are not in physical possession of the agreement, the HCA is not a traditional “public record” subject to disclosure. However, while FIFA and BAHC have indicated they are not willing to disclose this “private agreement” to the public, they do recognize that the City has a legitimate interest in City of Santa Clara Printed on 12/6/2024Page 11 of 22
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having access to review the terms of the agreement. This is because some of the contemplated activities under the agreement will occur within the City, and/or at or near the Stadium, and the BAHC will surely need to engage or further contract with the City for cooperation and support to fulfill several of its HCA obligations. Accordingly, access to review the HCA has been provided to all City/Stadium Authority “Relevant Personnel” under the terms of the ISA.

In general, the HCA defines the role of the “Host City Authority” to promote and support the event, including the obligation to provide training sites, accommodations, transportation and parking, “fan fest” activities, public relations and support and protection for FIFA commercial activities. To the extent City or Stadium Authority services or support are necessary to facilitate such obligations, BAHC will need to contract with the City or Stadium Authority as appropriate. While not imposing any specific obligation, a provision in the pending draft Assignment and Assumption Agreement provides that the City/Stadium Authority agrees to meet and confer with the BAHC regarding reasonable terms to provide such services or support.

B. Estimated Planning, Public Safety, and Other City/Stadium Authority Event Costs Measure J prohibits the use of City funds for Stadium Authority expenses, including operations and maintenance. This means staff work directly related to FWC26 and SBLX events, such as planning, negotiating, training, event operations, and post-event activities, must be properly tracked and reimbursed to the City. Additionally, the FWC26 Guiding Principles require reimbursement of all FWC26 event costs, including public safety before and after events.

Interim Funding Agreement
BAHC agreed to reimburse the City for event planning costs through an Interim Funding Agreement (IFA) (Attachment 6), which was executed on July 1, 2024. The purpose of the IFA is to provide for payment by BAHC of all eligible costs that are directly incurred by the City in connection with the provision of Event Planning Work for World Cup. The initial cost estimated cost allocation is $150,000, according to the following eligible costs categories:

The City submitted three invoices to BAHC for expenses related to the Event Planning Work that were incurred in July, August, and September 2024, respectively. BAHC has paid the July, August, and September invoices, which totaled $34,062.58. The City expects timely reimbursement for the forthcoming October, November and December invoices.

Reclassification of Staff Time
In June 2024, staff reclassified general staff time into specific FWC26 and SBLX-related activities as needed from May 23, 2023 (which corresponds with the date City Council/Stadium Authority Board approved the FWC26 Guiding Principles) to June 30, 2024 (the date prior to the IFA effective date).

This was done to ensure compliance with Measure J and prepare an accounting for negotiations and City of Santa Clara Printed on 12/6/2024Page 12 of 22
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Eligible Cost Category Total Costs Percent of Total
Fire (13%) $19 ,500 13%
Police (69.5%) $104,250 69.5%
Public Works (17.5%) $26 ,250 17.5%
Grand Total $150,000 100%
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reimbursement purposes. Additionally, staff revised the City Manager’s Directive (CMD) 136 (Attachment 7) that outlines staff's timekeeping responsibilities and City-wide reimbursement procedures. Prior to June 2024 and since its initial promulgation in August 2016, CMD 136 been used to communicate the requirement of accurately reporting and charging of City services provided to the San Francisco Forty Niners entities, Stadium Authority, and Levi’s Stadium. The August 2024 update provides additional clarification on City services that should be tracked and reported. It also delineates direct Stadium event costs related to public safety from administrative and management time.

There are two staff reclassification categories: a) Staff that have a portion of their time allocated in the Stadium Authority budget (SCSA Budgeted Staff); and b) Staff that do not budget a portion of their time for Stadium Authority work (Non-SCSA Budgeted Staff). · SCSA Budgeted Staff spent approximately 584 hours costing $141,017 on FWC26-related activities. This amount was covered by the Stadium Authority 2023/24 and 2024/25 approved budgets.
· Non-SCSA Budgeted Staff spent approximately 106 approximate hours costing $24,845 on FWC26-related activities (Unreimbursed Staff Costs”). These costs include staff time from across the City organization, primarily in the departments of Community Development, Police, and Office of Emergency Management. Activities related to the 106 hours vary from initial departmental meetings after the announcement of the FIFA match schedule, to research by individuals staff members to understand the potential impact of the FWC26 events on City operations. The BAHC did not agree to cover these costs, as such the costs do not meet the definition of “pre-event expenses” within the draft Assignment & Assumption Agreement (outlined below). However, as per the draft Agreement, if BAHC obtains government funding, and such funding remains available after other primary obligations to fund City public safety costs are satisfied, such funding may be used to reimburse these costs. Should funds not be obtained to cover the $24,845 of pre-planning staff time, the cost should be allocated to and paid by the Stadium Authority. Stadium Authority payment of non-reimbursed pre-planning costs are allowable and aligns to how the City and the Stadium Authority have treated similar expense for prior events such as the 2019 College Football Playoff National Championship and Super Bowl 50 that were both held at Levi’s Stadium.

Methodology to Calculate Public Safety Cost (PSC) Estimates Public Safety Cost estimates include, but are not limited to, Police Department, Fire Department, and Public Works Department staff costs and outside vendor expenses related to three cost categories:

Planning and Training, Equipment, and Direct Event costs. Staff examined prior large event costs, including Super Bowl 50 and the July 2, 2023 Concacaf Gold Cup soccer match, and analyzed current market conditions and risk exposure to develop a methodology with hardened assumptions that drive the PSC estimates cost calculation. Importantly, all costs, assumptions, and responses are subject to change due to FIFA requirements, market conditions, new threats, and other factors.

Each of the categories utilized a unique methodology to develop the FWC26 PSC estimates:
· Planning and Training - Staff reviewed SB50 planning and training costs as a baseline and City of Santa Clara Printed on 12/6/2024Page 13 of 22
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developed a streamlined organizational structure around FWC26 public safety requirements.

Estimates were calculated by department, by position, and by hour, for each planning year. · Equipment - Staff assigned a dedicated resource to secure quotes for key equipment requirements from multiple vendors, leveraging SB50 as a baseline to determine need. The equipment estimate is based on a cost-efficient sourcing model in which new equipment will be borrowed from peer agencies if possible. If it cannot be borrowed, it will be rented. If those options are not available or feasible, the new equipment will then be purchased. · Direct Event - Staff reviewed the 2023 Concacaf Gold Cup match as a baseline soccer match to estimate FWC26 PSC costs and applied a 1.5x multiplier to that baseline, based on the following FWC26 assumptions:
o FWC26 will have a much larger perimeter for each match; o Increased counter-terrorism and cyber-security threats, regionally, domestically and internationally;
o Increased international conflict and regional and domestic demonstrations; and o Increased focus on human trafficking
Additionally, FWC26 will require a 24/7 deployment for the Stadium perimeter for approximately 30 days, which will increase staffing costs.

C. FIFA World Cup 2026 - Assignment and Assumption Agreement Since early 2023, all parties have generally agreed that the best approach to having the World Cup Event at Levi’s Stadium, while mitigating Stadium Authority and City liability for what was expected to be a money losing event, was to enter into an agreement whereby ManCo would assign all obligations under the World Cup Stadium Agreement to the BAHC, with a commitment from the BAHC to reimburse the City for all event related public safety costs. The logic of this approach was borne out once staff was able to obtain and analyze unredacted versions of the key FIFA documents (in particular the Stadium Agreement and the Addendum), and the number and timing of when the proposed matches at the Stadium was announced. Accordingly, since late 2023 and throughout 2024, a substantial amount of time has been dedicated to developing and negotiating appropriate terms for an Assignment and Assumption agreement among the BAHC, the City, the Stadium Authority and ManCo. The resulting agreement does two main things. First it places the responsibility on the BAHC, working with ManCo, to fulfill all Stadium Agreement obligations at no cost to the Stadium Authority. Second, it provides that the City will be the lead local agency in providing security at and around the Stadium for the events, with assurances that the City will be reimbursed for all of its costs.

The risks to the City are addressed through several robust mechanisms. These include the implementation of a detailed and transparent reimbursement process for Qualified Event Expenses, ensuring that the City is compensated fairly, and in a timely manner. A clear and efficient dispute resolution framework has been established to handle any disagreements that may arise. To further protect the City’s financial interests, the agreement requires Advance Payments to cover actual event expenses and guarantees a 100% backfill from TeamCo. This provision ensures that if BAHC is unable to meet its reimbursement obligations, TeamCo will be legally required to cover any shortfall.

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The agreement also includes provisions, such as a $6 per ticket surcharge, that provide opportunities for the Stadium Authority and the City to generate revenue from the event. While event-related revenues are anticipated to be lower than actual expenses, these revenue-sharing mechanisms help offset the financial impact and support the City and Stadium Authority’s broader fiscal strategy.

Collectively, these measures balance the potential risks and benefits, ensuring that the City and Stadium Authority are adequately safeguarded while supporting the successful execution of the event.

The following is a summary of the key terms of the FIFA World Cup 2026 Assignment and Assumption Agreement (“Agreement”). These terms have been substantially agreed to among the parties. A formal Agreement based on these terms is expected to be finalized shortly at a staff level.

Once this occurs, the Agreement will be presented to the Council/Stadium Authority Board for its full consideration and action. This action is currently scheduled for the January 28, 2025 Council/Board meeting. We are informed by the BAHC and FIFA that this will be the first such agreement that FIFA will approve in connection with the FIFA World Cup 2026 Event.

1. ManCo to Assign all Stadium Agreement Obligations to BAHC a. BAHC obligations include everything set forth in the Stadium Agreement initially entered into between ManCo and United States Soccer Federation (now FIFA), as amended. The total cost of such obligations, including their own event costs, public safety costs to be paid to the City (described in Section 3, below), and the Capital Improvement obligations described in Section 10, below, are estimated to be in the range of $45 million to $50 million).
b. In consideration of assuming all obligations, BAHC will be entitled to receive all payments for “Basic Services” to be made by FIFA under the Stadium Agreement. Such payments shall be paid in the form of cost based, variable “rental fees.” Total payments are projected to be approximately $13.5 million (based on a payment of $1.5 million for each of the 6 match days and, $150K for each of the 30 projected non-match days), but may be more or less if the number of non-match days is adjusted (See Stadium Agreement Addendum Section 3 and Exhibit B).
c. Because BAHC will assume all obligations under the Stadium Agreement, the agreement calls for FIFA to approve the assignment (as required under Section 16.7 of the Stadium Agreement), and to formally release the Stadium Authority from all such obligations.

2. Subject to Reimbursement, City shall Provide all Necessary Local Security, Transportation and Related Event Services (“World Cup Support Services”) a. “World Cup Support Services” include what’s typically involved in support of any non- NFL event at the Stadium, plus, given the unique nature of the event, additional security services/standards required by federal, state and regional agencies. FIFA security requirements will also be included.
b. City to produce a Public Safety Plan, with input from all stakeholders, as guideline for event security services.
c. Ultimately, City (SCPD) has final approval over the Public Safety Plan; and the City will City of Santa Clara Printed on 12/6/2024Page 15 of 22
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be local agency responsible for Public Safety Plan implementation. d. Public Safety Plan will include Event Overview, Goals and Objectives, Roles and Responsibilities, Incident Command System (ICS) Framework, Risk Assessment, Emergency Communications Plan, Crowd Management Plan, Security Measures, Emergency Medical Service (EMS), Evacuation Plan, Severe Weather Preparedness, Coordination with Federal Resources, Community Impact Mitigation, and Post-Event Review.

3. BAHC Responsible to Reimburse City/Stadium Authority for all “Qualified Event Expenses”
a. “Qualified Event Expenses” include all reasonable cost incurred by City/Stadium Authority that are necessary to support World Cup Support Services at and around the Stadium. Categories of expenses include “Event Planning and Training Expenses,” “Actual Event Expenses,” “Required Equipment Expenses,” and “Miscellaneous or Unexpected Expenses.”
b. Preliminary Cost Estimate: Public safety planning and training activities are currently estimated to cost $3,281,521; equipment costs are estimated at $356,369; and actual event costs are estimated to be $8,522,927, for a total of $12,160,817. c. This Preliminary Cost Estimate is to be updated periodically, at least every 2 months, based on new information regarding cost or requirements. d. BAHC’s ultimate reimbursement obligation is to pay whatever reasonable “Qualified Event Costs” are incurred and invoiced, even if such amount is above the final “Updated Cost Estimate.”

4. Invoicing and Reimbursement Process for Pre-Event Expenses a. In general, Pre-Event planning and training expenses are to be billed monthly using processes and forms similar to what parties have used under the Interim Funding Agreement.
b. BAHC may request additional information or reasonably dispute requested reimbursement items.
c. After review and approval, BAHC will pay all undisputed items and set aside disputed amounts; if disputed amounts balance exceeds $50K, such amounts to be deposited into a Dispute Escrow Account.
d. Parties will meet and confer to resolve disputes; if disputed amounts exceed $200K, either party can trigger expedited Dispute Resolution through binding mediation.

5. Invoicing and Reimbursement Process of Actual Event Expenses a. To assure payment of Actual Event Expenses, BAHC agrees to make “Advance Payments” to the City as follows: (1) by May 1, 2026, 50% of the then estimated Actual Event Expenses (based on current cost estimates this payment would be approximately $4.2 million); and (2) by June 22, 2026, 25% of the then estimated Actual Event Expenses cost (based upon current estimates, this payment would be approximately $2.2 million). b. Invoices for Actual Event Expenses to be submitted on or before August 21, 2026, with a proposed Final Payment Request to be submitted on or before September 18, 2026.

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c. BAHC to receive credit for Advance Payments amounts already paid d. BAHC reserves the right to reasonably dispute requested reimbursements similar to process for Pre-Event Expenses, with parties meeting and conferring to resolve disputes, and deposits of any disputed amounts into the Dispute Escrow Account.) e. If parties are unable to resolve any dispute(s), the matter(s) will be decided through binding arbitration.

6. Special Rules for Equipment and Miscellaneous Expenses a. The cost of additional equipment required for the World Cup matches will also be reimbursed by BAHC. Needed equipment to be listed on an attached Exhibit, with updates as necessary.
b. If equipment is to be purchased for World Cup events only, BAHC prior approval is required; if it is to be retained by City for future use, it will be leased to BAHC at reasonable rates; if it is not to be retained, BAHC shall be entitled to equipment itself of salvage/sale proceeds.
c. If equipment can be leased instead of purchased this is preferred; third party leased costs will be passed through to BAHC as a Qualified Event Expense. d. Miscellaneous or unexpected costs to discussed and reasonably agreed to by the parties.
e. Equipment costs and approved miscellaneous costs to be submitted for reimbursement with the next scheduled Payment Request.

7. 49ers to Guarantee BAHC’s Qualified Event Expenses Reimbursement Obligation a. As a condition to the effectiveness of the Assignment and Assumption Agreement, ManCo shall cause TeamCo to enter into a Guaranty Agreement for the benefit of City/Stadium Authority whereby TeamCo guarantee BAHC’s obligation to reimburse City/Stadium Authority for all Qualified Event Expenses. b. TeamCo’s obligation will be offset by Stadium Authority’s agreement to contribute a percentage of its Surcharge Revenues received to offset TeamCo’s obligation. The amount of Stadium Authority’s surcharge contribution shall be equal to the lesser of (i) 20% of the Guaranty obligation amount, and (ii) a percentage of the actual Surcharge Revenues received (still under negotiation), not to exceed a negotiated cap (currently $1.5 million).

For example, if TeamCo’s Guaranty obligation is $4 million (because BAHC does not pay City $4 million of the amount it owes for Qualified Event Expenses) and City receives $1.8 million in Surcharge Revenues, Stadium Authority would pay $800K of its Surcharge Revenues to the City (20% of $4 million) and TeamCo would pay $3.2 million to the City to reimburse the City unpaid Qualified Event Expenses. Stadium Authority would retain its remaining $1 million balance of Surcharge Revenues.
c. If BAHC fails to make a payment due to the City, City will notify TeamCo and TeamCo can cure the default in order to avoid interest accrual. Otherwise, TeamCo’s Guaranty obligation will be is triggered 90 days after BAHC’s final payment due of Qualified Event Expenses is due.
d. The details of TeamCo’s Guaranty obligation will be set forth in a separate agreement.

TeamCo’s entering into that agreement will be a condition to the effectiveness of the Assignment and Assumption Agreement.

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8. Revenues under the Stadium Agreement and Agreed Upon Ticket Surcharge to the Stadium Authority
a. BAHC shall receive payments for “Basic Services” (estimated at $13.5 million, as described in Section 1.b, above), and shall also be entitled to generate revenue from resale of a limited number of allocated Suites and possible commissions from local sales of Hospitality Packages under contract with FIFA’s designated sales agent. b. ManCo is representing that StadCo is being required to purchase Owner’s Suites to satisfy existing obligations to Suite Holders and that it shall not receive revenues from the sale of Suites.
c. Stadium Authority is to receive a $6 ticket surcharge on each ticket sold to World Cup matches (FIFA has agreed to this in the Addendum to the Stadium Agreement.). ManCo is to exercise best efforts to work with FIFA to implement the $6 surcharge consistent with current surcharge protocols for other Non-NFL Events. Assuming 60,000 “sold” tickets per game, ManCo is projecting $1.8 million in Surcharge revenues. d. Surcharge amounts received will be deposited 50% into the Stadium Authority general revenues account and 50% into the Discretionary Fund under the terms of the Stadium Lease.

9. Government Funding
a. The Parties agree to cooperate to obtain Government Funding to help offset Qualified Event Expenses, ideally with earmarks for that purpose. b. Cooperation includes seeking maximum allocation from existing State OESA Funding to be administered by Santa Clara County.
c. If New Government Funding is actually paid to City/Stadium Authority for Qualified Event Expenses, BAHC’s obligations will be offset by the amount received by City. If funding is committed, but not yet received, parties to meet and confer to see if any corresponding BAHC obligations may be offset pending the actual receipt of funding, subject to final, reasonable City approval. BAHC will remain ultimately responsible if government funding is not ultimately received.
d. After BAHC’s primary reimbursement obligations are satisfied, any remaining New Government Funding may also be used to reimburse City’s otherwise “unreimbursed” pre-planning costs incurred prior to the July 1, 2024.

10. Stadium Improvements
a. Any FIFA required Stadium Improvements shall by BAHC’s responsibility, with the primary (maybe only) required improvements to be modifications to the seating and the field surface to bring the field into compliance with FIFA standards (“Field Improvements”).
b. With the approval of the Assignment and Assumption Agreement, Stadium Authority will also be approving the Field Improvements. City has already approved the building permits.
c. ManCo shall be responsible for implementing the Field Improvements in accordance with the approved plans, all applicable laws and Stadium Authority procurement City of Santa Clara Printed on 12/6/2024Page 18 of 22
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requirements. ManCo must only use private funding sources, make no claims against Stadium Authority funds, and indemnify the Stadium Authority against third party claims.

The project shall be implemented so as not to interfere with other Stadium events. d. BAHC shall be entitled to remove the Improvements so long as the Stadium and the field is restored, at BAHC’s cost, to its previous condition. Any improvements not removed shall become the property of the Stadium Authority. e. The estimated cost of the Field Improvements is $25 million. In consideration for BAHC’s funding of these improvements, Stadium Authority and BAHC to negotiate Stadium access/benefits to be determined (e.g., no cost access to certain Stadium office space and/or event space, so long as actual direct costs are paid and other scheduled events are not displaced).

11. Additional Agreements
a. Permitting. City to work in good faith to expedite permit processing; BAHC to pay all customary processing and permit fees.
b. Communications with FIFA. Parties to cooperate in communications with FIFA to obtain key information needed regarding security matters, other possible FIFA requirements, marketing opportunities for City assets, ticket surcharge implementation, availability of Stadium for alternative uses during Non-Exclusive Event time periods. c. Convention Center Use. BAHC to book desired use of Convention Center during the World Cup Event time period by April 1, 2025, at applicable rates, or Convention Center operator will market to third parties for alternative uses. d. Youth Sports Park (YSP). Parties to work with FIFA to maintain access to and use of the YSP by youth sports programs. To the extent access is limited, the Parties will cooperate to identify and obtain access to alternative fields at equivalent rates or provide some other form of support for displaced youth programs. Any FIFA use of the YSP is subject to City approval, and will require restoration of the YSP to its previous condition at BAHC’s cost.
e. Third Party Approvals. ManCo shall be responsible for obtaining any third-party approvals or waivers required from parties with contractual or ticket purchase rights adversely affected by FIFA’s rights under the Stadium Agreement on terms to be negotiated with BAHC, but at no cost to Stadium Authority. f. Accounting Requirements. ManCo to be responsible for providing an initial and final accounting of event costs in accordance with existing standards for Non-NFL Events.

Costs to be negotiated between ManCo and BAHC. Each party reserves the right to conduct an independent accounting at its cost.
g. Conflicts of Interest. In implementing its obligations under the Agreement, ManCo is obligated to comply with all standards under the Management Agreement, including the conflict-of-interest policy previously approved by Stadium Authority and adopted by ManCo. BAHC represents that no ManCo or StadCo official has or shall participate on behalf of BAHC in connection with BAHC’s negotiations, approval or implementation of its obligations to Stadium Authority under the Assignment and Assumption agreement.

This restriction will not apply to fundraising efforts or with respect to BAHC’s independent obligations under the Host City Agreement between BAHC and FIFA. h. No City Waiver of Local Laws, Taxes or Fees. City has not agreed to any waiver of local laws, taxes or fees in connection with the World Cup events and reserves its rights City of Santa Clara Printed on 12/6/2024Page 19 of 22
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in its sole discretion to approve or disapprove any such request. i. Marketing of City Assets. BAHC and ManCo agree to cooperate with City in the marketing of any City assets it believes may be of value to FIFA or FIFA’s “Commercial Affiliates”.
j. Community Benefit Programs. BAHC is developing a “community legacy program” that it intends to implement throughout the region, including the City of Santa Clara, as part of its support of the World Cup and other Major Events. BAHC agrees to make best efforts to ensure that City and possible beneficiaries of the program in the City of Santa Clara are made aware of program initiatives and opportunities. k. ManCo’s Obligation to Mitigate Pre-Empted Non-NFL Events. ManCo agrees to develop and implement an enhanced Marketing Plan for the 2026/27 Stadium Authority operating year to help address any lost revenues from non-ticketed or ticketed events that may be displaced by the World Cup. The Marketing Plan shall be subject to Stadium Authority approval and shall include, among other things coordination with FIFA to maximize Stadium use during Non-Exclusive periods, and enhanced marketing efforts for events prior to and after the World.
l. Clean Zone/Ambush Marketing. City agrees to consider any reasonable FIFA proposal for additional regulations or enforcement of “clean zone” and “ambush marketing” standards, subject to applicable federal and state laws. By law, City reserves the right to approve or disapprove any such proposal in its sole discretion.

D. Required Facility Improvements
As noted above, modifications will be required to the Stadium playing field (“bowl”) to accommodate the required field of play for the FIFA World Cup 2026 matches. These modifications will allow the Stadium to comply with the FIFA pitch regulation requirements and will include temporary changes to the seating bowl. The modified system will allow for a system that quickly restores the seating bowl back to the original configuration once the World Cup matches are complete.

The project involves temporary changes to the seating bowl at the four (4) corners / four (4 quadrants) of the Lower inner Bowl at Level 100 sections. The four (4) quadrant areas will require three (3) rows of general seating to be demolished replaced with a demountable structure. The proposed demountable structure is a steel system that quickly restores the seating bowl back to the original configuration once the world cup matches are complete, while allowing for flexibility for any other future turf events that may need adjustments to the pitch of the bowl as well.

The Stadium Manager filed a building permit for the proposed changes in May 2024. City staff and Stadium Authority representatives met with representatives from Stadium Manager bi-weekly to discuss the status of the design and needed improvements for the seating bowl modifications to ensure the proposed design was in compliance with local regulations, codes, and standards. Permit fees were paid, and the City has reviewed and is ready to issue permit. The field improvements are needed for FWC26, however, the project will be a permanent benefit to the Stadium and allow for the hosting of other events at Levi’s Stadium that the Stadium is not currently designed to host, such as rugby matches.

The scope of the project includes demolition of the existing lower precast bowl and structure, installation of a slab on grade with trenching, replacement of precast seating with ADA platforms City of Santa Clara Printed on 12/6/2024Page 20 of 22
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including demountable platforms and railings, addition of demountable ADA platforms at the upper portion of the lower bowl and installation of grow light outlets in field.

The estimated cost of the project is $25 million and will be paid by the BAHC. As noted above, the terms of the draft Assignment and Assumption Agreement call for ManCo to be responsible for implementing the Field Improvements in accordance with the approved plans, all applicable laws and Stadium Authority procurement requirements. Further, ManCo must only use private funding sources, make no claims against Stadium Authority funds, and indemnify the Stadium Authority against third party claims. Additionally, the project shall be implemented so as not to interfere with other Stadium events.

Next Steps
Following City Council and Stadium Authority Board approval of the Assignment and Assumption Agreement, staff will issue the permits to allow for the bowl improvements to commence.

As noted above, City/Stadium Authority staff as well as representatives from BAHC and ManCo will formally present the aforementioned information and respond to questions from the City Council and Stadium Authority Board. Final action from the City Council/Stadium Board is anticipated to be agendized for a regular meeting of the bodies on January 28, 2025.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(b)(5) in that it is a governmental organizational or administrative activity that will not result in direct or indirect changes in the environment.

FISCAL IMPACT
There is no fiscal impact associated with this item other than administrative staff time.

COORDINATION
This report was coordinated between the Offices of the City Manager/Executive Director and City Attorney/Stadium Authority Counsel.

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] <mailto:[email protected]> or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION
Note and file the informational report on FIFA World Cup 2026 and provide input to staff on the proposed terms for an Assignment and Assumption Agreement.

Reviewed by: Chuck Baker, Assistant City Manager
Approved by: Jovan D. Grogan, City Manager/Executive Director City of Santa Clara Printed on 12/6/2024Page 21 of 22
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ATTACHMENTS

1. Information Sharing Agreement

2. Version 1 of the Stadium Agreement (publicly released September 2023)

3. Version 1 of the Addendum (publicly released January 2024)

4. Version 2 of the Stadium Agreement (publicly released December 6, 2024)

5. Version 2 of the Addendum (publicly released December 6, 2024)

6. Interim Funding Agreement

7. City Manager’s Directive 136
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Execution Version

INFORMATION SHARING AND EVENT COOPERATION AGREEMENT
This INFORMATION SHARING AND EVENT COOPERATION AGREEMENT ("Agreement") is entered into and effective as of August 1, 2023 (the "Effective Date"), by and between the City of Santa Clara, a California chartered municipal corporation ("City"), the Santa Clara Stadium Authority, a California Joint Powers Authority ("SCSA"), the Forty Niners Stadium Management Company LLC, a Delaware limited liability company ("ManCo"), the Bay Area Host Committee, a California nonprofit mutual benefit corporation ("BAHC"), and FWC2026 US, Inc., a Delaware non-stock corporation ("FIFA US"). The City, SCSA, Manco, BAHC, and FIFA US are referred to individually in this Agreement as "Party" and collectively as "Parties." A. RECITALS

1. WHEREAS FIFA US was formed, and is ultimately owned, by the Federation Internationale de Football Association ("FIFA"); and

2. WHEREAS FIFA is the governing body of international soccer and organizes international soccer competitions including the FIFA World Cup 2026™; and

3. WHEREAS FIFA has selected Levi's® Stadium ("Stadium") as a venue to host a portion of the FIFA World Cup 2026™ event schedule; and

4. WHEREAS the Stadium is owned by SCSA, a joint exercise of powers entity under California Government Code Section 6500, et seq., and located in the City, a chartered municipal corporation; and

5. WHEREAS Manco is the contracted manager of Non-NFL Events and operations at the Stadium for SCSA pursuant to the Management Agreement originally dated as of March 28, 2012; and

6. WHEREAS BAHC is a 501 (c)(6) non-profit entity focused on bringing world-class events to the San Francisco Bay Area, and is working collaboratively with the City, SCSA, Manco, and FIFA and FIFA US to plan and effectuate the agreements necessary to make the FIFA World Cup 2026™ a successful event; and

7. WHEREAS on or about January 17, 2018, Manco submitted to FIFA and the United States Soccer Federation, Inc. as an irrevocable offer, an executed copy of that certain Stadium Agreement, for the purpose of, among other things, setting forth the terms and conditions whereby certain FIFA World Cup 2026™ matches and certain ancillary events associated with those matches might be hosted at the Stadium in Santa Clara, California; and

8. WHEREAS on or about June 13, 2022, Manco, BAHC, and FIFA entered into that certain Addendum to Hosting Agreements ("Addendum"), whereby, among other things, the Stadium Agreement was confirmed, made effective and addended; and

9. WHEREAS the Stadium Agreement and stadium-specific portions of the Addendum, together with any annexes, exhibits, and schedules thereto and any related future agreements, amendments, and addenda, shall be deemed to constitute the "Integrated Stadium Agreement"; and

10. WHEREAS the Parties are currently involved in an ongoing competitive process among the other host cities, pursuant to which FIFA and FIFA US will determine which matches of the FIFA World Cup 2026™ and/or events related thereto each city will host; and 11 . WHEREAS the Parties desire to establish a framework for the timely sharing of information relevant to the City hosting FIFA World Cup 2026™ matches at the Stadium, including but not limited to the Integrated Stadium Agreement, in order for the City and SCSA to understand their proposed roles, negotiate appropriate terms with other third parties (if and as applicable) for their participation in and support of FIFA 4894-6965-0800.2
World Cup 2026™ , and to collaborate with all stakeholders in order to plan and implement the event in consideration of, among other things, benefits to the City and SCSA and mitigation of economic and public health and safety risks to the City and SCSA while ensuring a successful event; and

12. WHEREAS the Parties acknowledge and support the California constitutional and statutory right under the California Public Records Act ("CPRA") for public access to government records in order to assure transparency by governmental entities in their conduct of the public's business, and recognize the need for the Parties to comply with any and all applicable legal and ethical obligations in connection with their business dealings with respect to FIFA World Cup 2026™ events in the City of Santa Clara; and

13. WHEREAS the Parties desire, consistent with the requirements of the California Public Records Act ("CPRA") and industry best practices, to assure that confidential information shared by Manco , BAHC, the United States Soccer Federation ("USSF"), FIFA US, and/or FIFA, with the City or SCSA, including but not limited to the Integrated Stadium Agreement, is handled in such a way that it does not compromise the legitimate business and security interests of the Parties; and

14. WHEREAS the Parties desire to identify as "Confidential Information", that information which may include, without limitation: (i) the amounts and types of proposed fees or other compensation; (ii) event security plan requirements or details; (iii) other sensitive or proprietary information; or (iv) information otherwise deemed "Confidential Information" by the agreement of the Parties; and

15. WHEREAS the Parties desire to identify the City and SCSA's scope of internal distribution of Confidential Information to "Relevant Personnel" and to exempt Confidential Information from public disclosure to the extent such non-disclosure is permitted under the CPRA; and

16. WHEREAS to enhance information sharing in a manner that serves the common objectives and best interests of the Parties, and in the spirit of cooperation to create the most robust and successful event at the Stadium for SCSA and City, the Parties desire to formalize their intent to handle Confidential Information in the strictest confidence consistent with the CPRA and best practices.

NOW, THEREFORE, for and in consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and of the mutual covenants herein contained, the Parties hereto hereby agree as follows:

8. AGREEMENT

1. INCORPORATION OF RECITALS. The foregoing recitals are restated and incorporated herein by reference and made a part this Agreement, as the Parties agree that they are material hereto.

2. DEFINITIONS.

2.1. "Confidential Information" as used herein means information which is of a non- public, proprietary, or confidential nature belonging to the Disclosing Party, including without limitation all reports and analyses, including public safety sensitive analyses and related information, technical and economic data, studies, forecasts, trade secrets, research or business strategies, financial or contractual information, rates and pricing, certain sales market information, research, developmental, engineering, technical, marketing, sales, financial, operating, performance, cost, business and process information or data, know-how, computer programming, or other written or oral information. Confidential Information may be in any form whatsoever, including without limitation writings, recordings, electronic data, computer programs, logic diagrams, component specifications, drawings, or other media. Only that information disclosed by a Party and clearly designated or communicated as Confidential Information (or that the Party receiving such information should reasonably expect is confidential) shall be deemed to be Confidential Information; provided, however, if information is disclosed without a "Confidential" designation, but is subsequently designated or communicated as "Confidential", City/SCSA shall, nonetheless, treat such information as Confidential Information under the terms of this Agreement. 2 4894-6965-0800 .2

2.2. "Disclosing Party" as used herein shall mean the Party to which the Confidential Information originally belongs.

2.3. "Receiving Party" as used herein shall mean the Relevant Personnel of the Party to this Agreement who receive information designated as Confidential Information by the Disclosing Party.

3. EXCEPTIONS TO CONFIDENTIAL INFORMATION. The Parties to this Agreement agree to maintain as confidential, to the extent permitted by law, all Confidential Information. The term Confidential Information shall not include (and neither Party shall be under any obligation to maintain in confidence or not use) any information (or any portion thereof) disclosed to it by another Party to the extent that such information:

3.1. is in the public domain at the time of disclosure, provided that such information was not placed in the public domain in breach of a confidentiality or other agreement or without the prior knowledge and approval of the Disclosing Party; or

3.2. prior to, at the time of, or following, disclosure, was already or becomes generally known or available through no act or omission on the part of the Receiving Party, provided that such information was not generally known or available as a result of a breach of a confidentiality or other agreement or without the prior knowledge and approval of the Disclosing Party; or

3.3. is known, or becomes known, to the Receiving Party from a source other than the Disclosing Party or its Representatives (as defined herein), provided that disclosure by such source is not in breach of a confidentiality agreement with the Disclosing Party; or

3.4. is independently developed by the Receiving Party without violating any of its obligations under this Agreement; or

3.5. is legally required to be disclosed by judicial or other governmental action; provided, however, that prompt notice of such judicial or other governmental action shall have been given to the Disclosing Party and that the Disclosing Party shall be afforded the opportunity (consistent with the legal obligations of the Receiving Party) to exhaust all reasonable legal remedies to maintain the Confidential Information in confidence.

4. SHARING OF RELEVANT INFORMATION AND COOPERATION WITH EVENT PLANNING.

4.1. If and as required elsewhere in this Agreement, but subject to the specific requirements and limitations related thereto, Manco, BAHC, and/or FIFA US (as applicable) commit to list and, depending on the type of information or document at issue provide timely access to documents and other information related to the FIFA World Cup 2026™ matches and other events to be held at the Stadium or other venues within the City of Santa Clara, all as more particularly set forth in Paragraph 6 below.

4.2. For purposes of this Paragraph, to "list and ... provide timely access to documents and other information" shall mean that Manco, BAHC, or FIFA US will provide to the City and SCSA lists of general categories of contracts or documents, along with a description of why each category of documents or contracts would or would not be relevant to the City and SCSA. To "list and . .. provide timely access to documents and other information" shall not require Manco, BAHC, or FIFA US to provide a list of individual contracts or documents within each category or to provide the identities of the parties to each individual document or contract unless reasonably requested by City or SCSA and the Parties reach agreement on the provision of any such documents or information consistent with the terms of this Agreement.

4.3. The method, nature, and extent of the access to relevant documents and information to be given by Manco, BAHC, and FIFA US to the City and SCSA is to be determined depending upon the categorization of documents and information described in Paragraph 6 of this Agreement. 3 4894-6965-0800.2

5. RELEVANT PERSONNEL.

5.1. The Parties recognize that the City and SCSA have final authority, in their reasonable discretion to determine which of their public officials, employees and consultants are necessary to evaluate the documents and information contemplated by this Agreement, such that they fall within the meaning of "Relevant Personnel" as that term is used herein. The Parties expressly acknowledge that Relevant Personnel shall only include public officials, employees and consultants under contract with the City or SCSA, including the Mayor, all City Council members, the City Manager, the City Attorney, necessary public safety personnel, and designees of the City Manager or the City Attorney under their direct supervision, who are necessary to carry out the City and SCSA's analysis of event costs, revenues, or public health and safety support responsibilities, or to implement City/SCSA event support obligations.

Names of all Relevant Personnel, including any City Manager/City Attorney designees or City/SCSA consultants to whom Confidential Information has been shared or provided, shall be promptly transmitted to Manco, BAHC and FIFA US, and all consultant contracts will impose confidentiality requirements on consultant personnel consistent with the terms of this Agreement.

5.2. The City and SCSA shall have an ongoing pre-disclosure obligation to identify to Manco, BAHC, and FIFA US any proposed Relevant Personnel beyond those identified in Paragraph 5.1 above. Manco, BAHC, and FIFA US shall have five business days to review and approve or reasonably object to any additional person, beyond those identified in Paragraph 5.1 above, identified by the City and SCSA. The Parties agree to meet and confer regarding any objections.

6. CATEGORIZATION OF DOCUMENTS AND INFORMATION.

6.1. Category One. To be provided to the City and SCSA with unredacted internal distribution to Relevant Personnel, and appropriate availability to the general public.

6.1.1. Generally. "Category One" documents are any FIFA World Cup 2026™ event-related agreements to which the City or SCSA is a party, or that Manco has executed or will execute on behalf of SCSA. Such documents shall be provided to City/SCSA without redactions. The Parties acknowledge and agree that redactions of proprietary, privileged, or other Confidential Information (e.g., certain financial information or venue security details) are allowed under the CPRA, and the Parties agree such Confidential Information will not be disclosed to the public except as required by law.

6.1.2. Included Documents and Information.

6.1.2.1. Category One documents include (a) the Stadium Agreement, a partially executed version of which the City and SCSA acknowledge is already in their possession; (b) the portions of the Addendum related to the Stadium Agreement, with any appropriate redactions (i.e., to all portions of the Addendum that are not related to the Stadium Agreement); and (c) any subsequent related agreements to which the City or SCSA is a party, or that Manco executes on behalf of the SCSA, with any appropriate redactions of portions of such agreement generally consistent with subsection (b) of this Section

6.1 .2.1.

6.1.2.2. The Parties recognize that, as has been the case with prior Non­ NFL Events, disclosure of financial information contained in Category One documents to City and SCSA Relevant Personnel is necessary for the City and SCSA to prepare their internal analyses regarding potential assignment to the BAHC, or other parties, of some or all of its obligations or duties under existing or future agreements with respect to the FIFA World Cup 2026™ matches.

6.1.2.3. Manco, BAHC, and FIFA US will provide an unredacted version of the portions of the Addendum related to the Stadium Agreement to the City and SCSA following execution of this Agreement (but will redact all portions of the Addendum not related to the Stadium Agreement). The Parties will meet and confer regarding proposed redactions to the stadium-specific portions of the Addendum to identify Confidential Information exempt from public disclosure, to the extent such non- 4 4894-6965-0800.2
disclosure is permitted under the CPRA, the City/SCSA must consider all such proposed redactions in good faith, and the Parties agree to work in good faith to reach agreement regarding those proposed redactions.

Ultimately, City/SCSA shall retain their discretion to disclose to the public all final versions of Category One documents that they determine require disclosure under the CPRA, subject to the terms of this Agreement.

6.1.2.4. Other documents or information falling within Category One, including future agreements, will be similarly treated.

6.2. Category Two. To be available for review by the City and SCSA, without possession, and with limited distribution or access.

6.2.1. Generally. "Category Two" documents are any Fl FA World Cup 2026™ event-related agreements (a) reasonably expected to have direct impacts on the City's or SCSA's responsibilities (including, but not limited to, public safety, public facilities, infrastructure, or rights-of-way), revenues, or costs, or (b) from which the City and SCSA have demonstrated that there is an indirect material impact on the City's or SCSA's responsibilities, revenues, or costs that is necessary for the City and SCSA to consider in preparing their internal analyses regarding potential assignment of the FIFA World Cup 2026™ matches to BAHC, or (c) reasonably expected to have direct impacts (or from which the City or SCSA have demonstrated that there may reasonably be an indirect material impact) on the City/SCSA's other obligations with respect to FIFA World Cup 2026™ events at the Stadium, but in each case to which the City and SCSA or Manco (on behalf of SCSA) are not parties. To the extent any such identified agreement contains information not relevant to City/SCSA obligations, such information need not be provided, or, in the alternative, a summary of key information implicating City/SCSA obligations could be provided.

6.2.2. Included Documents and Information. For clarity, Category Two documents include the Host City Agreement by and between BAHC and FIFA, the Addendum, and any subsequent agreements that satisfy the requirements for "Category Two" documents set forth in Paragraph

6.2.1 above, with appropriate redactions generally consistent with the last sentence of Paragraph 6.2.1 Manco, BAHC, and FIFA US will make the final version of the unredacted Addendum and the Host City Agreement available for the City and SCSA's Relevant Personnel to review in accordance with this Agreement, following its execution. Other documents or information falling within Category Two, including future agreements, will be similarly treated.

6.3. Category Three: Not available to the City or SCSA for review or distribution.

6.3.1. Generally. "Category Three" documents are any FIFA World Cup 2026™ event-related agreements that does not fall under Category One or Category Two documents.

6.3.2. Included Documents and Information. Category Three includes, but is not limited to, Training Site Agreements, Airport Agreements, and Hotel Agreements . Manco, BAHC, and FIFA US will provide City/SCSA a list of any Category Three documents relating to significant activities proposed to occur, all or in part, within the City of Santa Clara. The Parties will meet and confer to determine whether access to one or more of the Category Three documents is necessary for the City and SCSA to determine if there are direct or otherwise relevant indirect material impacts to the City or SCSA arising therefrom and, accordingly, whether or what level of ongoing access City/SCSA should obtain with respect thereto.

6.4. Document Summaries. City/SCSA reserves the right to create summaries of documents, or other information, provided them under the terms of this Agreement, that contain Confidential Information ("Confidential Summaries"). City/SCSA agrees that any and all such Confidential Summaries shall themselves be treated as "Confidential Information" under the terms of this Agreement and shall only be distributed among Relevant Personal. To the extent that City/SCSA desires to utilize a Confidential Summary as part of a public presentation, City/SCSA shall first meet and confer with the relevant Disclosing Party or Parties to agree upon the form of such summary in order to assure that no Confidential Information that may be contained therein is improperly disclosed. To the extent that any Confidential Summaries are 5 4894-6965-0800.2
the subject of or fall within the scope of a Legal Action (as defined in Paragraph 8.5.1 below), the Parties shall meet and confer regarding defense and costs therefor in accordance with Paragraph 8.5.

7. MARKING AND SHARING CONFIDENTIAL INFORMATION .
7 .1 . Confidential Information may be marked "CONFIDENTIAL INFORMATION" or with other similar designation by a Party that desires information to be non-disclosable under this Agreement and a Party may indicate in any cover transmittal that the document being shared is Confidential Information. Such a "CONFIDENTIAL INFORMATION" or other similar designation or designation in a cover transmittal shall be deemed to provide all recipients thereof of actual knowledge that the Party deems such information Confidential Information as defined in Paragraph 2.1 above. A failure to mark material in such a way shall not diminish the protections afforded to such material by this Agreement nor constitute a waiver of any right or privilege under this Agreement. The Parties reserve their confidentiality rights over any Confidential Information shared under this Agreement.

7.2. Past communications or disclosure of material which would have fallen under the definition of Confidential Information as set forth in this Agreement are also subject to this Agreement and the protections described in Paragraph 7.1 above.

7.3. In the event the Parties disagree as to access or provision of documents, and a Request is pending, the Parties shall proceed as under Paragraph 8 below.

8. CONFIDENTIALITY AND PUBLIC RECORDS ACT REQUESTS.

8.1 . Duties of Relevant Personnel . All Relevant Personnel identified in Paragraph 5.1 above shall have a continuing duty to maintain all documents or information received from Manco, BAHC, or FIFA US (including in all instances, for clarity, all Confidential Summaries thereof) pursuant to this Agreement in the strictest confidence, and to protect all such documents or information from disclosure to the general public or any City or SCSA employee who has not been designated as Relevant Personnel pursuant to Paragraph 5.1 above. This includes, but is not limited to, refraining from sharing the contents or existence of any documents or information received from Manco, BAHC, or FIFA US pursuant to this Agreement with anyone who has not been designated as Relevant Personnel pursuant to Paragraph 5.1 above.

8.2. Duties of the City and SCSA. The City and SCSA shall have a continuing duty to implement and enforce internal protocols to ensure that documents or information shared by Manco , BAHC, or FIFA US with the City or SCSA pursuant to this Agreement is not distributed beyond those who have been designated as Relevant Personnel. Such measures will include, but shall not be limited to, tracking distribution of and watermarking materials shared with the City or SCSA pursuant to this Agreement, and requiring all Relevant Personnel to whom Confidential Information will be shared or provided by the City or SCSA (pursuant to Paragraph 5.1 above) to first sign, before receiving any Confidential Information, a form of certification to be agreed upon by the Parties acknowledging and agreeing to fully comply with their duties and obligations as described above in Paragraph 8.1, except that the consultant contracts referred to in Paragraph 5.1 above shall serve as this form of certification for the consultants subject to these contracts.

8.3. Continuing Meet and Confer Efforts. The Parties agree to continue to meet and confer regarding the categorization of documents and information into the Categories described in Paragraph 6 of this Agreement, and to meet and confer regarding the assertion of protections for Confidential Information in response to CPRA requests.

8.4. CPRA Requests. The Parties agree to coordinate when the City or SCSA receives a CPRA request pertaining to or calling for any of the documents and/or information described in Paragraph 6 of this Agreement, in order to give the Party asserting confidentiality the opportunity to challenge or defend against a proposed or demanded disclosure under the CPRA. 6 4894-6965-0800.2

8.4.1. The Parties acknowledge and understand that the City and SCSA are public agencies subject to the requirements of the CPRA (Cal. Gov. Code Section 7920, et seq.). A Disclosing Party may share Confidential Information with the City or SCSA that the Disclosing Party considers confidential, proprietary, or trade secret information pursuant the Uniform Trade Secrets Act (Cal.

Civ. Code Section 3426, et seq.), or otherwise protected from disclosure pursuant to an exemption to the CPRA (Cal. Gov. Code Sections 7921 , et seq.), and vice versa.

8.4.2. Upon request or demand ("Request") of any third person or entity not a party to this Agreement ("Requestor") for production, inspection, and/or copying of information designated by a Disclosing Party as Confidential Information, the recipient of the Request as soon practical but no later than three (3) days of receipt of the Request, shall notify the Disclosing Party that such Request has been made, via email to the addresses listed below. The Disclosing Party shall have five (5) business days from the receipt of such notice to notify the City or SCSA via email whether it believes the information in the Request is covered by this Agreement. If the Disclosing Party timely communicates that the information is not subject to this Agreement, or fails to timely respond, then the Disclosing Party shall be deemed to consent to the City or SCSA's determination regarding whether or not the documents are subject to public disclosure. If the Disclosing Party determines that the requested materials are subject to this Agreement and protected from disclosure pursuant to a statutory exemption, the Disclosing Party shall timely communicate the same to the City or SCSA via email within the five business-day response period identified herein. If the City or SCSA concurs with the Disclosing Party's analysis, the Request shall be denied. If the City or SCSA does not concur with Disclosing Party's analysis, the Disclosing Party and City or SCSA shall promptly meet and confer in an attempt to resolve the dispute. Thereafter if the City or SCSA determine that it intends to disclose the information, it will promptly advise the Disclosing Party of its determination and Disclosing Party shall have thirty (30) days thereafter to prosecute a legal action to enjoin disclosure of the subject records and shall promptly notify the City or SCSA of its intent to take such action. SCSNCity will not disclose the requested information during the pendency of such five business-day period, nor during the ensuing thirty-day period and the pendency of any legal action filed pursuant to this Paragraph, unless ordered by a court of competent jurisdiction to do so. Notwithstanding the prescribed time periods for response provided in this Section, any Disclosing Party may request, subject to City or SCSA's reasonable approval, an extension of the applicable time-frame if such extension is reasonably necessary for the Disclosing Party to evaluate or coordinate an appropriate response, and the requested extension would not result in the City or SCSA being in default of its obligations under the CPRA, or any other pending legal obligation.

8.4.3. The Disclosing Party shall be solely responsible to take whatever legal steps it deems necessary to protect information deemed by it to be Confidential Information and to enjoin release of information to the Requestor by the City or SCSA. If the Disclosing Party takes no such legal action within thirty (30) days after receiving notice from the City or SCSA that the City or SCSA does not agree with the Disclosing Party's CPRA exemption analysis, then the City or SCSA shall be permitted to comply with the Requestor's demand.

8.4.4. So long as the City or SCSA (a) has not otherwise improperly shared Confidential Information with anyone other than their Relevant Personnel, (b) complies with the provisions of notification set forth in this Agreement, and (c) cooperates with the Disclosing Party as required under this Agreement, then the City or SCSA shall not be considered to be in breach of their obligations under this Agreement, and the Disclosing Parties hereby waive any remedies available under the terms of this Agreement, arising from any disclosure made by the City or SCSA of Confidential Information to a Requestor based on a good faith interpretation of CPRA disclosure requirements or mere inadvertence.

Nothing in this Paragraph is intended to limit any Manco, BAHC or FIFA US right to file for declaratory relief or injunction against the City, SCSA or any third party seeking the disclosure of Confidential Information in order to prevent the public disclosure of such Confidential Information.

8.5. Costs of CPRA Proceedings .

8.5.1 . If legal action is brought under the CPRA or other legal authority ("Legal Action") against the City or SCSA challenging the withholding of any documents or information deemed by 7 4894-6965-0800.2
Manco, BAHC, or FIFA US to constitute Confidential Information and asserted as such by the City or SCSA in response to a CPRA request, the Party or Parties seeking to protect such Confidential Information from disclosure shall, in their reasonable discretion, either: (1) cooperate with the City and or SCSA in their defense against such Legal Action, or (2) assume the defense of the CPRA action, with legal counsel reasonably approved by City/SCSA. In the event that the determination is made that City and/or SCSA will defend the Legal Action (e.g., the Party seeking protection elects to not assume the defense and to instead cooperate with the City and/or SCSA), the Parties agree to meet and confer regarding the nature and extent of their cooperation with such defense, including, with no presumed obligation set forth in this Agreement, possible terms for sharing in defense costs. The factors that shall be considered during the meet and confer process include, among other factors, which Party(ies) created the document(s) that are the subject of the Legal Action (it being acknowledged and agreed that no Party(ies) shall be deemed to have "created" any agreements) and which Party(ies) designated the information contained therein as Confidential Information.

8.5.2. Under all circumstances, the City or SCSA shall agree to cooperate fully in the defense of any CPRA action.

9. NOTICES . Notice may be given under this Agreement via email to each of the Parties as follows:
4894-6965-0800.2

9.1. To the City:

Jovan D. Grogan
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
[email protected]
With copy to:

Glen R. Googins
City Attorney
1500 Warburton Avenue
Santa Clara, CA 95050
[email protected]

9.2. To SCSA:

Jovan D. Grogan
Executive Director
1500 Warburton Avenue
Santa Clara, CA 95050
JG [email protected]
With copy to:

Glen R. Googins
Stadium Authority Counsel
1500 Warburton Avenue
Santa Clara, CA 95050
GGoogins@santaclaraca .gov

9.3. To Manco:

Jihad Beauchman
EVP, General Counsel
8 4949 Marie P DeBartolo Way
Santa Clara, CA 95054
[email protected]

9.4. To BAHC:

Zaileen Janmohamed, President & CEO
c/o Nixon Peabody LLP
One Embarcadero Center, 32nd Floor
San Francisco, CA 94111
[email protected]
With copy to:

Robert A. Weikert
Matthew A. Richards
Nixon Peabody LLP
One Embarcadero Center, 32nd Floor
San Francisco, CA 94111
[email protected]
[email protected]

9.5. To FIFA US:

FWC2026 US, Inc.
396 Alhambra Circle, Suite 401
Coral Gables, FL 33134
Attn: Curtis Franks, General Counsel
[email protected]
With copy to:

Latham & Watkins LLP
10250 Constellation Blvd., Suite 1100
Los Angeles, CA 90067
Attn: Adam Sullins and Kendall Johnson
[email protected]; [email protected]

10. ENFORCEMENT AND REMEDIES. Each Party to this Agreement expressly acknowledges and agrees that breach of this Agreement would constitute or cause irreparable harm such that performance of this Agreement may be specifically ordered, and each Party to this Agreement has the right to enjoin any of the others to obtain specific performance of the rights, duties, and responsibilities contained herein. The Parties shall not be entitled to, and hereby waive, any monetary claims (including attorneys' fees) for, or damages arising from or related to, a breach of this Agreement. However, in the event that Confidential Information is disclosed in violation of this Agreement, the Parties agree that Man Co, BAHC, and FIFA US may elect to immediately cease providing documents and information in accordance with Paragraph 6 above until such time as the City/SCSA has taken all reasonable and appropriate steps to (a) determine the cause of the violation, (b) cure the cause of the violation (if curable), and (c) mitigate any adverse impacts that may have been caused by the violation and prevent any further dissemination of the Confidential Information at issue and any other Confidential Information received by the City/SCSA, all to the reasonable satisfaction of Manco , BAHC, and FIFA US. 11 . TERM. This Agreement shall commence as of its Effective Date and shall continue until four (4) years after the close of the FIFA World Cup 2026™ matches. The confidentiality obligations set 9 4894-6965-0800.2
forth in this Agreement shall not be extinguished prior to completion of said four-year period, whether or not adversity should subsequently arise among or between the Parties.

12. GOVERNING LAW. This Agreement and the application and interpretation thereof shall be governed by and construed in accordance with the laws of the State of California applicable to contracts executed in and to be performed in California, without reference to conflict of law or choice of law principles or provisions.

13. JURISDICTION AND VENUE. Each of the Parties hereto irrevocably and unconditionally submits, for itself, to the nonexclusive jurisdiction of any California State court or federal court of the United States of America sitting in Santa Clara County, and any appellate court thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the Parties hereto, for itself and for its property, hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such California State court or, to the extent permitted by law, in such federal court. Each of the Parties hereto agrees that it may be served with legal process by mail in addition to any other means permitted by applicable law and that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Nothing in this Agreement shall affect any right that any Party may otherwise have to bring any action or proceeding relating to this Agreement in the courts of any jurisdiction .

14. WAIVER OF FORUM NON CONVENIENS. Each of the Parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement in any California State court or federal court of the United States of America sitting in Santa Clara County. Each of the Parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of forum non conveniens to the maintenance of any such action or proceeding in any such court.

15. CONSTRUCTION . When the singular is used in this Agreement and when required by the context, the same shall include the plural and vice versa. The masculine gender shall include the feminine and neutral genders and vice versa.

16. HEADINGS. The headings in this Agreement are for convenience only and are in no way intended to describe , interpret, define, or limit the scope, extent, or intent of this Agreement or any provision thereof.

17. WAIVER OF CONTRA PROFERENTEM. This Agreement shall be deemed to have been drafted by all Parties hereto, and any ambiguity found to exist herein shall not be construed against any Party.

18. NO WAIVER OF VIOLATIONS OR BREACHES OF AGREEMENT. The failure of any Party to seek redress for violation or breach, or to insist upon the strict performance, of any covenant or condition of this Agreement shall not prevent a subsequent act, which would have originally constituted a violation or breach, from having the effect of an original violation or breach.

19. HEIRS, SUCCESSORS, AND ASSIGNS. This Agreement may be transferred or assigned only with the written consent of all Parties hereto. However, FIFA US may transfer and/or assign any of its rights or obligations under this Agreement, and delegate the performance of its obligations hereunder, to any third party. Each covenant, term, provision, and agreement contained in this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, personal representatives, successors, and permitted assigns.
10 4894-6965-0800.2

20. THIRD PARTIES. None of the provisions of this Agreement shall be for the benefit of or enforceable by any third parties, including any creditor, except as required by the law or specified in this Agreement.
21 . INTEGRATED AGREEMENT . This Agreement constitutes the entire agreement by and among the Parties with respect to the subject matter hereof. No other agreements, understandings, or undertakings modify or supplement this Agreement. This Agreement is entered into without reliance on any promises or representations, written or oral, apart from those expressly contained herein.

22. AMENDMENT. This Agreement may be amended or modified exclusively by a written instrument executed by all Parties hereto.

23. SEVERABILITY . If any provision of this Agreement or the application thereof to any person or circumstance shall be determined to be invalid, illegal, or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

24. COUNTERPARTS. For the purpose for facilitating the execution of this Agreement, it may be executed simultaneously in any number of counterparts, each of which counterpart shall be deemed to be an original, and all such counterparts shall constitute and be one and the same instrument. Delivery of executed signature pages by facsimile transmission or by scanned pages sent by electronic mail shall constitute effective and binding execution and delivery thereof.

25. COOPERATION . The Parties agree to execute, acknowledge, and deliver such further instruments and documents as may be reasonably requested by any Party to carry out the intent of this Agreement.
[Remainder of page intentionally left blank. Signatures continue on following page.] 11 4894-6965-0800.2
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers as of the Effective Date.

CITY OF SANT A CLARA,
a California municipality
Title: City Manager

FORTY NINERS STADIUM MANAGEMENT
COMPANY LLC, a Delaware limited liability company
~DocuSigned by:

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By: -~:0~~4~S -, ____ _
ame: r-KAl'lvll\lt: MUl..::!Mt:-:>
Title: General Manager & EVP, Stadium Operations

SANTA CLARA STADIUM AUTHORITY,
a California Joint Powers Authority
Title: Executive Director
BAY AREA HOST COMMITTEE, a California
nonprofit mutual benefit corporation
By -~;;,}~~c,l
Name: LJ-\ILt:t:l'I J/-\l'IIVIUM/-\IVlt:U
Title: CEO
FWC2026 US, INC., a Delaware non-stock corporation
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DocuSigned by:
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y. - B173061B8342447 ...

Name: AMY HUl-'t--lNGl:::K
Title: Chief Strategy & Planning Officer
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DocuSigned by:
' ) / /4
;;;(::; .. j!.,__I
By: '
Name: H
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3 §eJ~iRGI
Title: Deputy Chief Operating Officer
/.~oocuSigned by: '
(J~ (J .
-G D59467991:r
Lt:l'I K . l..::JUUl..::Jll'I-=>
Stadium Authority Counsel
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Signing Authorization:-~ __ _
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Signing Authorization:-~ __ _
A~DocuSigned by: '
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-G D59467991:r
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City Attorney
[Signature Page to Information Sharing and Event Cooperation Agreement]

ACKNOWLEDGEMENT OF DUTY OF CONFIDENTIALITY
The City of Santa Clara (City) and Santa Clara Stadium Authority (SCSA) have entered into an Information Sharing and Cooperation Agreement (Agreement) with Bay Area Host Committee (BAHC), Forty Niners Stadium Management Company LLC (ManCo), and Fede ration Internationale de Football Association (FIFA) to (1) establish a framework fo r the timely sharing of information relevant to the City hosting FIFA World Cup 2026
TM (FWC) matches at Levi’s Stadium; and (2) ensure that Confidential Information, as defined in the Agreement, shared by ManCo, BAHC, and/or FIFA, with the City or SCSA, is handled in such a way that it does not compromise the legitimate business and security interests of the Parties. Section 8.2 of the Agreement requires that anyone receiving, accessing or viewing (collectively “accessing” or “access to”) any Confidential Information under its terms first sign an acknowledgement of the confidentiality obligations imposed (“Acknowledgement”) before accessing any such information. That is the purpose of this Acknowledgement. A copy of the Agreement is attached to this Acknowledgement. Unless otherwise expressly defined, capitalized terms in this Acknow ledgement shall have the same meanings ascribed thereto in the Agreement.

By my signature below, I certify my acknowledgement of, and agreement to, the following:

1. I have been designated as Relevant Personnel by the City or SCSA, and provided with access to Confidential Information, because the City or SCSA believe that such access is necessary to carry out the City and SCSA’s analysis of event co sts, revenues, or public health and safety support responsibilities, or to implement City/SCSA even t support obligations for FWC. My agreement to the terms of this Acknowledgement is a necessary prerequisite to my access to the Confidential Information.

2. I acknowledge and agree that I have a duty to keep all Confidential Information that I am given access to pursuant to the Agreement in the strict est confidence. I will not share, distribute, or discuss the Confidential Information in any manner or form with any person who has not been designated as Relevant Personnel. This includes members of the general public as well as other City employees, officials, or City consultants.

3. Confidential Information may be marked as “CONFIDENTIAL INFORMATION” or with other similar designation on the document itself, or in a cove r transmittal, or may be communicated to me verbally. I will carefully review the information I receive to ensure I am familiar with the confidentiality of the information. If I am unsure of the confidentiality of information I receive related to the FWC event, I will seek clarification from the City Attor ney prior to sharing, distributing, or discussing the information with any person or entity.

4. I have a duty to maintain the integrity of the format in which I receive the information. For example, if I have been provided with electronic read-onl y access to documents or other information, I will not download, print, photograph, or otherwise duplicate it.

5. I have been provided with a copy of this si gned Acknowledgement with the Agreement attached.

I have read, understand, and agree to the terms above:

Date: __________________________________
Printed Name: __________________________________

Signature: __________________________________
DocuSign Envelope ID: E5298723-E0AC42B1-B205-65B594BCA6A9

STADIUM AGREEMENT
between
UNITED STATES SOCCER FEDERATION, INC. (USSF)
1801 South Prairie Avenue
Chicago, Illinois 60616
United States of America
("Member Association")
on the one side
and

FORTY NINERS STADIUM MANAGEMENT COMPANY LLC
4949 Marie P. DeBartolo Way
Santa Clara, Californ ia 95054
United Stat es of America
("Stadium Authority")
on the other side
regarding participation in hosting and staging the
2026 FIFA World Cup
tied by
DocuSign Envelope ID: E5298723--E0AC-42B1-B205-65B594BCA6A9

TABLE OF CONTENTS
1 INTRODUCTION
2 EFFECTIVENESS ANO FULFILMENT OF STADIUM AGREEMENT
3 OBLIGATIONS OF STADIUM AUTHORITY
4 SELECTION OF STADIUM
5 CONSTRUCTION, RENOVATION AND PREPARATION OF STADIUM
6 PROVISION AND USE OF STADIUM/ ACCESS TO STADIUM
7 STADIUM REQUIREMENTS
8 OPERATION OF STADIUM
9 GENERAL OPERATIONAL MATTERS
10 STADIUM INSPECTION VISITS/ TEST EVENTS
11 STADIUM-RELATED RIGHTS
12 SUSTAINABILITY REQUIREMENTS AND HUMAN RIGHTS
13 STADIUM RENTAL FEE AND COSTS
14 COMMERCIAL RIGHTS
15 INSURANCE
16 MISCELLANEOUS
ANNEXE1
ANNEXE2
ANNEXE3

Glossary of Terms
Stadium Information
Stadium Rental Fee
y
DocuSign Envelope ID: E5298723--E0AC-42B1-B205-65B594BCA6A9

TABLE OF CONTENTS
1 INTRODUCTION

1.1 FIFA

1.2 Member Association

1.3 Bidding Process and Appointment

1.4 2026 FWC Entity

1.5 Joint Bid and Co-Hosting of Competition
2 EFFECTIVENESS AND FULFILMENT OF STADIUM AGREEMENT

2.1 Conclusion of Stadium Agreement

2.2 Fulfilment of Stadium Agreement

2.3 FIFA as Third Party Beneficiary

2.4 FIFA World Cup Tests
3 OBLIGATIONS OF STADIUM AUTHORITY

3.1 Definition of Obligations

3.2 Stadium Agreement

3.3 2026 FWC Hosting Requirements

3.3.1 General Provisions

3.3.2 Initial Version of 2026 FWC Hosting Requirements

3.3.3 Final Version of 2026 FWC Hosting Requirements

3.4 Change of Obligations

3.5 Compliance with Stadium Agreement

3.6 Substitute Performance
4 SELECTION OF STADIUM

4.1 Selection Process

4.2 Selection Criteria

4.3 Selection of Stadiums

4.4 Acceptance of Selection Process and FIFA Decision

4.5 Revocation of Stadium Selection
5 CONSTRUCTION, RENOVATION AND PREPARATION OF STADIUM

5.1 Stadium Construction and Renovation Plan

5.2 Monitoring, Observation and Inspection

5.3 Stadium Completion Date

5.4 Stadium Overlay Infrastructure
Page3 all y
DocuSign Envelope ID: E5298723--E0AC-42B1-B205-65B594BCA6A9 6 PROVISION AND USE OF STADIUM/ ACCESS TO STADIUM

6.1 General Principle

6.2 Exclusive and Non-Exclusive Use of Stadium

6.2.1 Exclusive Use of Stadium

6.2.2 Non-Exclusive Use of Stadium

6.3 Prior Access to Stadium

6.4 Clean Stadium Obligations
7 STADIUM REQUIREMENTS

7.1 General Principle

7.2 Space Requirements

7.3 Infrastructure Requirements

7.4 Broadcast and Media Requirements

7.4.1 General Principle

7.4.2 Host Broadcaster Requirements

7.4.3 Pitch Area

7.4.4 Media Tribune

7.4.5 Stadium Media Centre (SMC)

7.4.6 Mixed Zone

7.4.7 Press Conference Room

7.4.8 TV Studios/ Presentation Studios/ Announcer Platforms

7.4.9 Flash Interview Facilities

7.4.10 Broadcast Compound

7.4.11 Access to Media Facilities

7.4.12 Common Area TV (CATV)

7.4.13 Media Backdrops

7.5 IT Requirements

7.6 Stadium Power

7.7 Stadium Capacities

7.7.1 Seating Capacity

7.7.2 Hospitality Seating/Box Capacity

7.8 Stadium Seating

7.8.1 General Principle

7.8.2 Permanent and Temporary Seating

7.8.3 Seating Plans

7.8.4 VIP Tribune

7.9 Stadium Perimeters

7.10 Controlled Area

7.11 Pitch Area

7.12 Field of Play

7.13 Stadium Parking and Access Routes

7.13.1 Parking Facilities

7.13.2 Access Routes

7.13.3 Use and Management of Parking Facilities

7.14 Stadium Maps and Drawings

7.15 Ticketing Matters
Page4 ~
DocuSign Envelope ID: E5298723--E0AC-42B1-B205-65B594BCA6A9

7.15.1 Ticket Office

7.15.2 Accessibility Seating

7.15.3 Provision of Electronic Access Control System

7.15.4 Ticketing Facilities

7.15.5 IT Infrastructure

7.15.6 Liaison with Local Municipalities

7.15.7 Dedicated Entrances

7.15.8 Inspection Tours
8 OPERATION OF STADIUM

8.1 General Principle

8.2 Stadium Authority Responsibilities

8.2.1 Stadium Operations

8.2.2 General Support

8.3 Stadium Authority's Personnel

8.4 Infotainment

8.5 Stadium Safety and Security

8.6 Stadium Decoration and Directional Signage

8.6.1 Stadium Decoration

8.6.2 Directional Signage
9 GENERAL OPERATIONAL MATTERS

9.1 Communication

9.2 Project Management Plan

9.3 Permits and Concessions

9.4 Tickets
10 STADIUM INSPECTION VISITS/ TEST EVENTS

10.1 Stadium Inspection Visits

10.2 Test Events
11 STADIUM-RELATED RIGHTS

11.1 Existing Rights of Stadium Authority and Third Parties

11.2 Stadium Names

11.3 Stadium Intellectual Property Rights
12 SUSTAINABILITY REQUIREMENTS AND HUMAN RIGHTS

12.1 Sustainability Requirements

12.1.1 General Principle

12.1.2 Stadium Sustainability Certifications

12.2 Human Rights and Labour Standards
h~s ~
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DocuSign Envelope ID: E5298723--E0AC-42B1-B205-65B594BCA6A9

12.2.1 General Principle

12.2.2 Undertakings by Stadium Authority
13 STADIUM RENTAL FEE AND COSTS

13.1 Stadium Rental Fee

13.2 Costs and Expenses of Stadium Authority

13.3 Taxes
14 COMMERCIAL RIGHTS

14.1 Ownership of Rights

14.1.1 General Principle

14.1.2 Transfer and Proof of Rights

14.1.3 Reservation of Rights

14.2 Media Rights

14.2.1 Production

14.2.2 Distribution

14.3 Marketing Rights

14.3.1 Market ing Rights Programme

14.3.2 Exercise of Marketing Rights

14.3.3 FIFA Guidelines

14.3.4 Stadium Authority Support
:1.4.3.5 No Association of Third Parties

14.3.6 Programmes and Publications

14.4 Use of Products and Services of Commercial Affiliates

14.4 .1 General Principle

14.4.2 FIFA Support

14.4 .3 Third Party Products and Services

14.4 .4 Further Integrat ion of Commercial Affiliates

14.5 Competition Marks

14.5. 1 Introduct ion

14.5 .2 Ownership and Creation of Competition Marks

14.5.3 Stadium Authority Undertakings

14.6 Protection and Enforcement of Rights

14.6.1 Introduct ion

14.6 .2 Stadium Authority Obligations
15 INSURANCE

15.1 Insurance Concept for Competition

15.1.1 Overall Insurance Assessment

15.1.2 Mandatory Insurance Coverage

15.2 Insurance Coverage

15.2.1 General Third Party Liability Insurance

15.2.2 Property and Equipment Insurance

15.3 Insurance Policy Requirements

, __
DocuSign Envelope ID: E5298723--E0AC-42B1-B205-65B594BCA6A9 16 MISCELLANEOUS

16.1 16.2

16.3 Representations and Warranties
Term
Termination

16.3.1 Termination by Member Association

16.3.2 Termination by Stadium Authority
Force Majeure
Cancellation, Abandonment, Postponement and Relocation

16.5.1 General Principle

16.5.2 Grounds for Cancellation, Abandonment, Postponement and Relocation

16.6 16.7

16.8 16.9

16.10 16.11

16.12 16.13

16.14 16.15

16.16 16.17

16.18 16.19

16.20 ANNEXE1
ANNEXE2
ANNEXE3
Page7

16.5.3 Implementation of Cancellation, Abandonment , Postponement and Relocation

16.5.4 Consequences of Cancellation, Abandonment, Postponement and Relocation
No Partnership
Notices
Transfer and Assignment
No Waiver
Confidentiality and Public Statements

16.10.1 Confidentiality

16.10 .2 Public Statements
Entire Agreement
Severability
Compliance with Laws
Interpretation
Amendments
Indemnification/ Limitation of Liability
Anti-Corruption
Language
Governing Law
Arbitration
Glossary of Terms
Stadium Information
Stad ium Rental Fee
ial y , __
DocuSign Envelope ID: E5298723--E0AC-42B1-B205-65B594BCA6A9

1. INTRODUCTION

1.1 FIFA
{i) FIFA is the world governing body for the sport of Association Football, which it promotes on a worldwide basis through its development programmes, as well as by organising, supervising and promoting international Association Football competitions and supports and funds programmes that support social development through football.
{ii) It is FIFA's vision to promote the game, protect its integrity, and bring the game to all. All of FIFA's activities are aligned with this vision and are supported by FIFA's statutory key objectives.
{iii) FIFA is the creator of all FIFA competitions, including the FIFA World Cup, and has ultimate authority over the manner in which all FIFA competit ions, including the Competition, are staged and organised.
{iv) FIFA, as the founder of the Competition and world governing body of Association Football and based on its organisational, logistical and financial contributions, has ultimate authority over the manner in which all FIFA competitions, including the Competition, are staged and organised. FIFA is the sole and exclusive owner of any Media Rights, Marketing Rights, Intellectual Property Rights and all other commercial or other rights and opportunit ies, including any title and interest in, and in relation to, the Competition, including any Competition-related Events, whether existing or created in the future. FIFA retains the right to exclusively exploit any such right directly or indirectly, in perpetuity, in any manner, without any restriction, and on a world-wide basis. FIFA retains all revenues derived from such exploitation, which represent FIFA's main source of income to fulfil its statutory tasks.
{v) FIFA has invited its member associations to bid for the right to host and stage the Competition.
1 .2 Member Association
The Member Association has formally expressed its interest to participate in the Bidding Process and has submitted a Bid with the objective to co-organise together with FIFA the Competition in the Host Country.

1.3 Bidding Process and Appointment
(i) During the Bidding Process, as part of its Bid, each of the member associations participating in the Bidding Process, including the Member Association, was required to propose to FIFA for the hosting and staging of the Competit ion in the Host Country a certain number of host cities and stadiums for the use for the Competition.
{ii) The Bidding Process will be concluded by the decision of the FIFA Congress on the selection for the host country or host countries.

DocuSign Envelope ID: E5298723--E0AC-42B1-B205-65B594BCA6A9 (iii) In the event that the FIFA Congress selects the Member Association to co-organise together with FIFA the Competition in the Host Country, FIFA will select the host cit ies and stadiums in a manner as contained in this Stadium Agreement.

1.4 2026 FWC Entity

1.5 Page9
(i) FIFA will est ablish the 2026 FWC Entity in the Host Country as the central entity for the operational delivery of all tasks, activitie s and sub-projects in relation to the Competition by FIFA and the Member Association.
(ii) The legal form and ownership structure of the 2026 FWC Entity and its place of business will be determined by FIFA, at its sole discretion, subsequent to the selection of the Member Association.
(iii) The contractual relationship between the Member Association and the 2026 FWC Entity and/or FIFA will be determined by FIFA and the Member Association subsequent to the selection of the Member Association for the Competit ion. In particu lar, such contractual relat ionship will ensure the:
a) operational delivery of all tasks, activities and obligat ions of the Member Association In connection with the Competition through the 2026 FWC Entity; and
b) fulfilment of any obligations, and operat ional delivery of tasks and activit ies in connection with the Competition owed to the 2026 FWC Ent ity by third parties contracted to the Member Association, such as the Stadium Authority pursuant to this Stadlu m Agreement.

Joint Bid and Co-Hosting of Competition
(i) In the event that the Member Association has formally expressed its interest to partic ipate in the Bidding Process together with other member associations, the Member Association has submitted a Bid jointly wit h such other member associations. The irrevocable offer by the Stadium Authority as contained in this Stadium Agreement formed part of the joint Bid submitted to FIFA. (ii) In the event that the Member Association has been selected by FIFA together with other member associations to co-organise the Competition, the follow ing shall apply:
a) Clause 1 .4 {i) above may not apply. FIFA will establish the 2026 FWC Entity in one of the host countr ies, not necessarily the Host Country, and a 2026 FWC Subsidiary in each of the respective other host countries in which the 2026 FWC Entity is not located, as the central entities for the operational delivery of all tasks, activities and sub-projects in relation to the Competition by FIFA, the Member Association and the other member associations. At the date of the unilateral execution by the Stadium Authority of this Stadium Agreement, FIFA has not decided whether the 2026 FWC Entity or a 2026 FWC Subsidiary will be located in the Host Country;
ialled
DocuSign Envelope ID: E5298723--E0AC-42B1-B205-65B594BCA6A9

b) the legal form and ownership structure of the 2026 FWC Entity and the 2026 FWC Subsidiaries, the countries and respective places of business where the 2026 FWC Entity and the 2026 FWC Subsidiaries are established shall be determined by FIFA, at its sole discretion, subsequent to the selection of the Member Association; and
c) the contractual relationship between the Member Association, the 2026 FWC Entity and the 2026 FWC Subsidiaries will be determined by FIFA and the Member Association subsequent to the selection of the Member Association. In particular, such contractual relationship will ensure:
• the operational delivery of all tasks, activities and obligations of the Member Association in connection with the Competition through the 2026 FWC Entity (i.e. in case the 2026 FWC Entity is established in the Host Country) and/or the 2026 FWC Subsidiaries (i.e. in case a 2026 FWC Subsidiary is established in the Host Country); and • the fulfilment of any obligations, and operational delivery of tasks and activities in connection with the Competition owed to the 2026 FWC Entity (i.e. in case the 2026 FWC Entity is established in the Host Country} and/or the 2026 FWC Subsidiaries (i.e. in case a 2026 FWC Subsidiary is established in the Host Country) by third parties contracted to the Member Association, such as the Stadium Authority pursuant to this Stadium Agreement.
(iii} Based on Clause 1.5 (ii) above, in the event that the Member Association has been selected by FIFA together with other member associations, unless explicitly otherwise stated in this Stadium Agreement, all references to the "2026 FWC Entity" shall be read and understood as follows:
a) with respect to the operational delivery of all tasks, activities and obligations as well as the entitlements of the Member Association as reference to
11 2026 FWC Entity or 2026 FWC Subsidiaries"; and
a) with respect to the fulfilment of any obligations, and operational delivery of tasks and activities by the Stadium Authority as reference to 11 2026 FWC
Entity and/or 2026 FWC Subsidiaries".
(iv) In the event that the Member Association has been selected by FIFA together with other member associations, all references to the "Host Country" refer to the country where the Member Association is located. Whenever this Stadium Agreement makes reference to the Host Country and the countries of the other member associations co-organising the Competition, it is explicitly stated in the respective Clause.
alle y
DocuSign Envelope ID: E5298723--E0AC-42B1-B205-65B594BCA6A9

2. 2.1

2.2 EFFECTIVENESS AND FULFILMENT OF STADIUM AGREEMENT
Conclusion of Stadium Agreement
(i) As part of its requirements in the Bidding Process as described in Clause 1.3 (i) above, the Member Association has provided FIFA with this Stadium Agreement unilaterally executed by the Stadium Authority for the use of the Stadium in connection with the Competition. This Stadium Agreement incorporates the information on the Stadium contained In Annexe 2.
(ii) The Stadium Authority agrees and acknowledges that:
a) the unilateral execution of this Stadium Agreement by the Stadium Authority constitutes an irrevocable offer to the Member Association to be appointed as a Stadium to be used in connection with the Competition on the terms and conditions as set out in this Stadium Agreement; and b) its irrevocable offer to the Member Association is legally binding and fully valid until one (1) month subsequent to the selection by FIFA of the candidate host cities and stadiums and the Member Association is entitled to accept the offer of the Stadium Authority at any time until such date. (iii) This Stadium Agreement shall be concluded and come into full legal effect for both parties as and when the Member Association accepts the offer by the Stadium Authority by providing the Stadium Authority with a countersigned version of this Stadium Agreement.

Fulfilment of Stadium Agreement
(i) The Member Association shall inform the Stadium Authority in writing about the final operational set-up pursuant to Clause 1.4 (iii) above and the modalities and specifications with respect to the fulfilment of any obligations under this Stadium Agreement.
(ii) With respect to the integration of this Stadium Agreement in the final operational set-up for, and the delivery of, the Competition, the Stadium Authority agrees and acknowledges that:
a) any obligations of the Member Association under this Stadium Agreement may be fulfilled and performed by the 2026 FWC Entity on behalf of the Member Association; and
b) the Member Association may request the Stadium Authority to fulfil and perform any of its obligations to the 2026 FWC Entity under this Stadium Agreement.

In such cases, the 2026 FWC Entity shall not be deemed joint ly and severally liable to the Stadium Authority under, or in connection with, this Stadium Agreement. (iii) As an alternative to Clause 2.2 (ii) above, in order to integrate this Stadium Agreement in the final operational set-up for, and the delivery of, the Competition, DocuSign Envelope ID: E5298723--E0AC-42B1-B205-65B594BCA6A9 the Member Association is entitled to unconditionally transfer all its rights and obligations resulting from, or in connection with, this Stadium Agreement to the 2026 FWC Entity. In such case, upon request by the Member Association, the Stadium Authority undertakes to unconditionally accept the assignment and assumption of all rights and obligations of the Member Association to the 2026 FWC Entity and agrees to execute any such documents as may be necessary to give effect to this provision.
{iv) Dependent on the Member Association's decision pursuant to Clause 2.2 (ii) and {iii) above, unless explicit ly otherwise stated in this Stadium Agreement, with respect to the fulfilment of the obligations resulting from this Stadium Agreement, all references to the "Member Association" may refer also to FIFA or the 2026 FWC Entity as applicable.
{v) Regardless of the Member Association's decision to Clause 2.2 (ii) and (iii) above, the Stadium Authority agrees and acknowledges that any rights and opportunities of the Member Association under this Stadium Agreement may be exercised by the Member Association for the benefit of FIFA, any FIFA Subsidiary and/or any third party nominated by FIFA and/or the 2026 FWC Entity.

FIFA as Third Party Beneficiary
{i) The parties agree and acknowledge that FIFA is a third party beneficiary under this Stadium Agreement and, without prejudice to any other rights of FIFA, shall have the right to itself assume, and/or to appoint, at its sole discretion, any third party to assume, at any time, any rights and obligat ions in accordance with the terms and conditions of this Stadium Agreement. In particular, the Stadium Authority agrees and acknowledges that:
a) FIFA has the ultimate and sole authority to exercise any rights resulting for FIFA directly or as third party beneficiary and/or the Member Association from, or in connection with, this Stadium Agreement; and b} it shall not object to any exercise by FIFA of the rights resulting for FIFA from, or in connection with, this Stadium Agreement .
{ii) Irrespective of FIFA's role as third party beneficiary under this Stadium Agreement, the parties agree and acknowledge that FIFA and the Member Association are not jointly and severally liable to the Stadium Authority for the obligations of the Member Association and the exercise of any rights by the Member Association or FIFA as third party beneficiary under, or in connection with, this Stadium Agreement. Therefore, the Stadium Authority agrees and acknowledges that it shall have no claims or rights against FIFA in case of a violation of any obligations by the Member Association.
(iii) For the avoidance of doubt, the Stadium Authority agrees and acknowledges that any rights resulting for FIFA directly or as third party beneficiary from, or in connection with, this Stadium Agreement, may also be exercised by the 2026 FWC Entity .

DocuSign Envelope ID: E5298723--E0AC-42B1-B205-65B594BCA6A9

2.4 FIFA World Cup Tests
(i) Subject to the FIFA Council's final decision, FIFA may award to the Member Association t he co-organisation of additional FIFA competitions, such as parts of the preliminary competition of the FIFA World Cup as operational test(s) for the Competition. The dates of such tests will be determined by the FIFA Council. (ii) In the event that an additional FIFA competition is awarded to the Member Association and matches of such additional FIFA compet ition are staged in the Stadium, the Stadium Authority agrees and acknowledges that, subject to a reasonable adaptat ion and taking into account the reduced scope of the hosting and staging of such additiona l FIFA competition, the obligat ions of t he Stadium Authority as reflected under this Stadium Agreement shall apply, directly and without any limitation, to the matches of such addit ional FIFA compet it ions awarded by FIFA and staged in the Stadium.

3. OBLIGATIONS OF STADIUM AUTHORITY

3.1 Definition of Obligations

(i) The FIFA World Cup is amongst the most popular and prestigious sports events in the world. To maintain and develop t his unique status of the FIFA World Cup, it is the policy of FIFA that every edition of the FIFA World Cup is, at all times and by all means, of the highest possible international quality standard. Taking this into account, the Stadium Authority agrees and acknowledges that the Competition shall meet the highest possible internationa l quality standards expected to be applicable In the year 2026.
(ii) All obligations of the Stadium Authority as contained in this Stadium Agreement and the 2026 FWC Hosting Requirements are fully binding on the Stadium Author ity.

Stadium Agreement
(i) This Stadium Agreement contains the obligat ions of the Stadium Authority to be fulfilled by the Stadium Authority with regard to all tasks, activities and sub­ projects that are to be delivered by the Stadium Authority in connection with the provision, use and operation of the Stadium.
(ii) Notwi thstanding Clause 3.2 (i) above, the Stadium Author ity agrees and acknowledges that:
a) its obligations as contained in this Stadium Agreement are based on t he international technolog ical, commercial or infrastructural standards existing at the time of the Bidding Process and some of its obligat ions may only be determined and/or specified by the Member Association and/or FIFA at a later stage;
y , __
DocuSign Envelope ID: E5298723--E0AC-42B1-B205-65B594BCA6A9

3.3 3-3-1

b) its obligations as set out in this Stadium Agreement are based on the envisaged operational set-up and the allocation of roles and responsibilities of the Member Association, FIFA, the 2026 FWC Entity and other involved parties at the time of the Bidding Process and such operational set-up and/or the allocation of roles and responsibilities may be modified by the Member Association and/or FIFA at a later stage; and
c) this Stadium Agreement therefore does not contain a complete, detailed and final list of the obligations of the Stadium Authority and not necessarily the final operational set-up and allocation of roles and responsibilities. (iii) Taking into account Clause 3.2 (ii) above, the Stadium Authority agrees and acknowledges that, throughout the term of this Stadium Agreement and pursuant to Clauses 3.3. 2, 3.3.3, 3.4 and 3.6 below, it is likely that the Member Association and/or FIFA will make specifications, modifications, reductions and/or enhancements of the obligations of the Stadium Authority, determine new, additional obligations and make modifications of the operational set-up and/or the allocation of roles and responsibilities.
2026 FWC Hosting Requirements
General Provisions
(i) The 2026 FWC Hosting Requirements set out in detail the requirements to be complied with by the Stadium Authority in connection with the provision, use and operation of the Stadium for the Competit ion, with descriptions, quality standards, specifications and modifications of the obligations under this Stadium Agreement, further obligations and requirements of the Stadium Authority as well as roles and responsibilities of the involved parties.
(ii) The 2026 FWC Hosting Requirements shall form an integral part of this Stadium Agreement.
(iii) The 2026 FWC Hosting Requirements may consist of:
a) descriptions of the obligation of the Stadium Authority contained in this Stadium Agreement, in which case the 2026 FWC Hosting Requirements shall list and refer to such requirements;
b) specifications of the obligation of the Stadium Authority contained in this Stadium Agreement, in which case the 2026 FWC Hosting Requirements shall provide further details and specifications of such requirements; C)
For instance, this Stadium Agreement often makes reference that a certain obligation shall be delivered "as set out in detail in" or "in accordance with" the 2026 FWC Hosting Requirements. In such case, further details and specifications of such obligation shall be contained in the 2026 FWC Hosting Requirements;
modifications, reductions and/or enhancements of the obligations of the Stadium Authority contained in this Stadium Agreement, in which case such -by
DocuSign Envelope ID: E5298723--E0AC-42B1-B205-65B594BCA6A9 modifications, reductions and/or enhancements are communicated to the Stadium Authority in the 2026 FWC Hosting Requirements. For any such modificat ions, reductions and/or enhancements contained in the 2026 FWC Hosting Requirements, Clause 3.4 below applies;
d) new, additional obligations of the Stadium Authority not contained in this Stadium Agreement, in which case such new, addit ional obligat ions are communicated to the Stadium Authority in the 2026 FWC Hosting Requirements. For any such new obligations contained in the 2026 FWC Hosting Requirements, Clause 3.4 below applies; and
e) modifications of the operational set-up and/or the allocation of roles and responsibilit ies of FIFA, the Member Association, the Stadium Authority and other involved parties, in which case such modifications of the operational set-up and/or the allocation of roles and responsibilities are commu nicated to the Stadium Authority in the 2026 FWC Hosting Requirements.

3.3.2 Initial Version of 2026 FWC Hosting Requirements

(i) During the Bidding Process, the Member Association provided to the Stadium Authority separately from this Stadium Agreement the Init ial version of the 2026 FWC Hosting Requirements. Such initia l version is based on the international technological, commercial or infrastructural standards existing at the t ime of the Bidding Process.

The Stadium Authority agrees and acknowledges that:
a) it has received and read the initial version of the 2026 FWC Hosting Requirements and has thereby taken full note of, and accepted, t he descriptions and specifications of its obligations for the provision, use and operation of the Stadium for the Competition; and
b) the requirements and obligations contained in the initial version of the 2026 FWC Hosting Requirements establish the minimum level of It s obligat ions for the provision, use and operation of the Stadium for the Competition. (ii) In addit ion to the initial version of the 2026 FWC Hosting Requirements, the Member Association and/or FIFA may, from time to time, provide the Stadium Authority with further detailed specifications determined by FIFA in relation to its obligations for the provision, use and operation of the Stadium for the Competition and the operational and functional areas in general. Such detailed specifications shall form an integral part of t he initial version of the 2026 FWC Hosting Requirements.
(iii) The Stadium Authority agrees and acknowledges that:
a) the initial version of the 2026 FWC Hosting Requirements, including the additional detailed specifications pursuant to Clause 3.3.2 (ii) above shall not constitute a precedent for its obligations for the provision, use and operation of the St adium for the Competition as reflected in the final version of the 2026 FWC Hosting Requirements;
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DocuSign Envelope ID: E5298723--E0AC-42B1-B205-65B594BCA6A9 b) the final version of the 2026 FWC Hosting Requirements may differ from the initial version of the 2026 FWC Hosting Requirements, including the additional detailed specifications pursuant to Clause 3.3.2 (ii) above in its content, form and/or structure and may, in particular, contain different specifications, modifications, reductions and/or enhancements of any obligat ions of the Stadium Authority for the provision, use and operation of the Stadium for the Competition and new, additional obligations as well as modifications of the operational set-up and/or the allocation of roles and responsibilities; and
c) FIFA shall by no means be restricted in any manner to determine in the final version of the 2026 FWC Hosting Requirements different, adapted, changed, modified or additional specifications, modifications, reductions and/or enhancements of any obligations of the Stadium Authority for the provision, use and operation of the Stadium for the Competition and new, additional obligations as well as modifications of the operational set-up and/or the allocation of roles and responsibilities.

3.3.3 Final Version of 2026 FWC Hosting Requirements
(i) The Stadium Authority agrees and acknowledges that the requirements and obligations contained in the final version of the 2026 FWC Hosting Requirements establish the further revised (i.e. modified, reduced or enhanced) and final level of its obligations for the provision, use and operation of the Stadium for the Competition.
(ii) The final version of the 2026 FWC Hosting Requirements will be Issued by the Member Association and/or FIFA to the Stadium Authority by 30 June 2023. (iii) In addition to the final version of the 2026 FWC Hosting Requirements, the Member Association and/or FIFA may, from time to time, provide the Stadium Authority with further detailed specifications determined by FIFA in relation to its obligations for the provision, use and operation of the Stadium for the Competition and the operational and functional areas in general. Such detailed specifications shall form an integral part of the final version of the 2026 FWC Hosting Requirements.

3.4 Change of Obligations
(i) The Member Association may, during the term of this Stadium Agreement, unilaterally specify, modify, reduce and/or enhance the obligations of the Stadium Author ity and/or define new, obligations in addition to those as contained in this Stadium Agreement or as set out in detail in the 2026 FWC Hosting Requirements.

All such specifications, modifications, reductions, enhancements and/or new, additional obligations will, upon written notice by the Member Association and/or FIFA, be deemed to be Incorporated in this Stadium Agreement and shall be fully binding upon the Stadium Authority.
(ii) Without prejudice to Clause 3.4 (i) above, the Stadium Authority agrees and acknowledges that, with regard to any specifications, modifications, enhancements and/or new, additional obligations communicated to the Stadium DocuSign Envelope ID: E5298723--E0AC-42B1-B205-65B594BCA6A9

3.5

Authority until the issuance of the final version of the 2026 FWC Hosting Requirements pursuant to Clause 3.3.3 (ii) above, Clause 13.2 below applies to effect that any and all costs and expenses incurred by the Stadium Authority in connection wit h any such specifications, modifications, reductions, enhancements and/or new additional obligations of the Stadium Authority shall be entirely compensated by the payment of the Stadium Rental Fee.
(iii) Without prejudice to Clause 3.4 (i) above, the Stadium Author ity agrees and acknowledges that with regard to any specifications, modifications, enhancements and/or new, additional obligations communicated to the Stadium Authority subsequent to the issuance of the final version of the 2026 FWC Hosting Requirements pursuant to Clause 3.3.3 (ii) above, the following shall apply:
a) Should t he Stadium Authority reasonably expect any such specification, modificat ion, enhancement and/or new, additional obligat ion to result In a subst antial adverse financial impact on the Stadium Authority, t he Stadium Authority shall, within thirty (30) days of receipt of t he communication of the respective specification, modification, enhancement and/or new, additional obligation, notify the Member Association of such expectation in writing, evidencing the expected substantial adverse effect.
b) The Member Association and the Stadium Author ity shall then jointly and in good faith discuss and agree potent ial solutions to reasonably minimise the expected substantial adverse effect.
c) The Stadium Authority undertakes to fully comply, and ensures that any third party involved in the fulfilment of the respective obligation complies, with, and commence the implementation of, any such specification, modification, enhancement and/or new, additional obligation as and when requested by the Member Association and/or FIFA, regardless of whether any such solution has been agreed between the parties by the t ime of such request pursuant to this Clause 3.4 (iii).

Compliance with Stadium Agreement
(i) The Stadium Author ity undertakes to, at all t imes fully and in a t imely manner comply with the terms of this Stadium Agreement, including its annexes, any information and undertakings given, statements made and plans and measures proposed by the Stadium Authority during the Bidding Process as well as any decisions and instructions by the Member Association and/or FIFA on the basis of this Stadium Agreement.
(ii) The Stadium Authority agrees and acknowledges that:
a)
b)
t ime is of the essence in relation to the fulfilment by the Stadium Authority of any of its obligations; and
non-compliance, or non-compliance in a t imely manner, in particular with the Due Dates set out in this Stadium Agreement may result in the Member Associat ion, FIFA or other third parties svffering and/or incurring substantial and irreparable losses and damages in relation to the Competition. iall y
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DocuSign Envelope ID: E5298723--E0AC-42B1-B205-65B594BCA6A9 (iii) The Stadium Authority will ensure that its staff, and any person and/or entities acting on its behalf, with respect to its obligations under this Stadium Agreement are at all times fully aware of the Stadium Authority's obligations In relation to the provision, use and operation of the Stadium for the Competition and will instruct such persons and entities accordingly.

3.6 Substitute Performance

(i) In relation to any obligations of the Stadium Authority, without prejudice to any other rights of the Member Association under this Stadium Agreement and subject to Clause 3.6 (ii) below, the Member Association reserves the right to itself assume, and/or to appoint, at its sole discretion, any third party to assume, at any time, full or partial control and responsibility for any of such obligations of the Stadium Authority in the event that the Member Association and/or FIFA, at their sole discretion, consider the Stadium Authority to not be fully or partially complying with such obligations, including the development and operation of alternative solutions as well as the implementation of alternative procedures and processes on the basis of prudent assumptions by the Member Association and/or FIFA. (ii) In the event that the Member Association and/or FIFA consider the Stadium Authority to not be fully or partially complying with any of its obligations under this Stadium Agreement, the Member Association shall notify the Stadium Authority and give the Stadium Authority the opportunity to remedy the non-compliance with such obligation within:
a) , one (1) month within receipt of such notification if the non-compliance occurs more than six (6) months prior to the Opening Match or such one (1) month period is necessary due to the delivery of the Competition, a Match or further component of the Com petition;
b) principally ten (10) days within receipt of such notification if the non­ compliance occurs In the period between six (6) months and three (3) months prior to the Opening Match or such ten (10) days period is necessary earlier due to the delivery of the Competition, a Match or further component of the Competition; or
c) principally two (2) days within receipt of such notification if the non­ compliance occurs less than three (3) months prior to or during the Competition or such two (2) days period is necessary earlier due to the delivery of the Competition, a Match or further component of the Competition.
(iii) In case any such non-compliance by the Stadium Authority is not remedied pursuant to Clause 3.6 (ii) above, the Stadium Authority agrees and undertakes to:
a) accept the Member Association's decision to assume, and/or to appoint any third party to assume, full or partial control and responsibility; DocuSign Envelope ID: E5298723--E0AC-42B1-B205-65B594BCA6A9 4-

b) fully indemnify t he Member Association, FIFA and/or such third party from and against all damages, costs and/or expenses reasonably incurred by the Member Association, FIFA and/or such third party; and
c) take all steps necessary or requested by the Member Association to assist the Member Association, FIFA or the third party appointed by the Member Association or FIFA, in the performance of the assumed obligation, for example by providing all relevant infor mation or material.

SELECTION OF STADIUM
Selection Process
(i) As part of the Bid, the Member Association has proposed to co-organise the Competition in a certain number of stadiums, including the Stadium. The Stadium Authority agrees and acknowledges that FIFA has the authority to determine the total number of stadiums to be used for the Competition. (ii) Subsequent to the selection of the Member Association by the FIFA Congress to co-organise the Competition, based on the stadiums proposed by the Member Association as part of the Bid, FIFA will determine and oversee the selection process for the stadiums. The selection of the stadiums will be based on the selection criteria set out in Clause 4.2 below and will take place at the same time as the final decision regarding the selection of the host cities. (iii) As part of the selection process for the stadiums and host cities, FIFA and the Member Association may send a delegation for the purposes of assessing the suitability of each candidate stadium. It is envisaged that this stadium selection tour will be conducted together with the host city selection tour.

The Stadium Autho rity shall support and assist FIFA and the Member Association In connection with the selection process In such manner as requested by FIFA and/or the Member Association, which may include the provision of any relevant informatio n on the Stadium, the provision of maps as well as the attendance of inspection tours, further workshops and meetings by key personnel and representat ives of the Stadium Authority.
(iv) The Stadium Authority agrees and acknowledges that FIFA, upon consultat ion of the Member Association, will make the fina l decision regarding the stadium selection according to the selection process and timelines as defined by FIFA. (v) By entering into this Stadium Agreement, the Stadium Authority agrees to take part in the selection process as conducted by FIFA for the selection of the stadiums for the Competition by FIFA.
(vi} The Stadium Author ity agrees and acknowledges that it will not be selected for the Competition if it has not duly executed and initialled this Stadium Agreement during the Bidding Process without any deviation in any way from t he template agreement provided by FIFA.
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4.2 Selection Criteria

4.3 The Stadium Authority agrees and acknowledges that the selection of the stadiums by FIFA will, in particular, be based on the following selection criteria:
(i) the characteristics of a proposed stadium, including its capacity, location, transport connection from and to the city centre of a candidate host city, available stadium facilities, such as facilities inside and outside of a stadium building, parking facilities, space for temporary structures and envisaged temporary structures; (ii) any existing or potential encumbrances, charges, liens, third party rights and any other restrictio ns which may adversely affect the ownership, control and/or use of a proposed stadium for the Competition, operational and/or financial risks resulting from such restrictions as well as the measures adopted or proposed to be adopted to remedy such restrictions prior to the selection of a stadium; (iii) the plans for the construction, renovation and preparation of a proposed stadium, including the reflection of (i) how the Member Association and the relevant stadium authorities plan to meet their obligations with regard to sustainability and human rights as described in Clause 12 below in connection with the construction, renovation and preparation of a proposed stadium; (ii) the predicted construction/renovat ion conclusion date; (iii) how such construction or renovation is envisaged to be financed, describing in particular the level of public funding and any existing third party commitments and financing guarantees for the proposed renovation or construction of a proposed stadium;
(iv) the envisaged long-ter m/legacy use of a proposed stadium after the conclusion of the Competition, including the plans for the sustainable management of a proposed stadium as well as further sustainability aspects in relation to the use of such stadium;
(v) any expected direct and indirect costs and expenses resulting for FIFA and/or the Member Association from, or In connection with, the use of a candidate stadium for the Competition, including In relation to necessary Stadium Overlay Infrastructure and the Stadium Rental Fee; and
(vi) the selection criteria applying to the appointment of a candidate host city, including the characteristics of the proposed Venue as well as the airports and further transport infrastructure, accommodation infrastructure and proposed training sites available, to be renovated or to be constructed in such candidate host city.

Selection of Stadiums
(i) At a date to be determined by FIFA, which is expected to be no earlier than 31 December 2020, FIFA will select all stadiums for the Competition in the Host Country.
(ii) In the event that the Stadium will be selected as a stadium for the Competition based on the selection process described in Clause 4.1 above, FIFA will request the DocuSign Envelope ID: E5298723--E0AC-42B1-B205-65B594BCA6A9

4.4

Member Association to countersign this Stadium Agreement. Such countersignature by the Member Association shall have the legal effect as set out in Clause 2.1 above and constitutes the formal selection of t he Stadium as a stadium for the Competition.
(iii) The Stadium Authority agrees and acknowledges that, in case the Stadium is not located within the sole municipal jurisdiction of the Host City, but within the municipal jurisdiction of another city located adjacent to, or in the vicinity of, the Host City, upon request by FIFA and/or the Member Association and prior to the selection of the Stadium, such neighbouring city must be made a party to, or otherw ise fully bound to all relevant terms and conditions of, the Host City Agreement, in such manner and form as requested by FIFA, to ensure that such neighbouring city fully supports the hosting and staging of the Competition in such neighbouring city, and performs all relevant obligations, in full compliance with the terms and conditions of the Host City Agreement.

Acceptance of Selection Process and FIFA Decision
By unilaterally executing this Stadium Agreement, the Stadium Authority :
(i) uncondit ionally and irrevocably accepts and agrees to all provisions, procedures, terms, selection criteria and requirements as described in Clauses 4.1 to 4.3 above; (ii) undertakes to unconditionally and irrevocably accept as fina l and binding any decision by FIFA In relation to:
a) the evaluation of all stadiums, including the Stadium, in particular all findings, conclusions and decisions forming part of the selection process for the stadiums and host cities;
b) the selection process described in Clause 4.1 above as well as any specifications determined by FIFA In connection therewith; c) the proposals of any other stadiums, including the assessment of, and further conclusions in connection with, such other stadiums by FIFA and/or the Member Association;
d) the split of stadiums and host cities across the host countries in the event that the Member Association has been selected by FIFA together with other member associations to co-organise the Competition; e) any amendment, change, reduction and/or enhancement of the selection criteria described in Clause 4.2 above subsequent to the selection of the host country or host countries for the Competition; and f) the final decision by FIFA of the stadiums to be used for the Competition on such terms and conditions determ ined by FIFA and t he immanent rejection of any not selected offers;
(iii) undertakes (a) not to, and expressly and irrevocably waives any right to, challenge in any manner such decision by FIFA, and/or (b) not to claim any compensation, DocuSign Envelope ID: E5298723--E0AC-42B1-B205-65B594BCA6A9

4.5 costs, expenses or other damages from FIFA, FIFA's subsidiaries, the Member Association or other member associations (if applicable) and/or from any of their officers, directors, employees, representatives, agents, contractors, and/or auxiliary persons, in particular should FIFA elect or elect not to appoint, for whatsoever reason, the Stadium for the use for the Com petition; (iv) agrees and acknowledges that there shall be no liability of whatever nature, whether based upon this Stadium Agreement or upon any other legal title, of FIFA, FIFA's subsidiaries, the Member Association or other member associations (if applicable), their officers, directors, employees, representatives, agents, contractors, and/or auxiliary persons in relation to the selection of the stadiums for the use for the Competition, and/or any related information or communication, and/or any expiration or termination of this Stadium Agreement; and (v) agrees and acknowledges that this Clause 4.4 shall have surviving effect as set out in Clause 16.2 (ii) and (iii) below.

Revocation of Stadium Selection
(i) The Stadium Authority agrees and acknowledges that the selection of the Stadium by FIFA is based on the assumptions, and subject to the conditions, that:
a) the Stadium Authority at all times meets its requirements, and acts in full compliance with its obligations resulting from, or in connection with, this Stadium Agreement, Including timely conclusion of renovation and construction work as well as the provision of the Stadium without any encumbrances, charges, liens, third party rights and any other restrictions which may adversely affect the control and/or use of the Stadium for the Competition;
b) the respective Host City Authority, the Training Site Authorit ies, the Airport Authority and/or the Hotel Authorities relevant for the Venue at all times meet their respective requirements and act in full compliance with their obligations resulting from, or in connection with, the Host City Agreement, the Airport Agreement, the Training Site Agreements and/or the Hotel Agreements {as applicable), in particular that the selected Host City, selected Training Sites, the Airports and further transport infrastructure as well as the Accommodation infrastructure will all be made available, renovated or constructed in a timely manner and in full compliance with any undertakings given, or representations, warranties, assurances and commitments made, as part of the Stadium selection process; and c) any information and undertakings given, statements made and plans and measures proposed by the Stadium Authority in the stadium selection process which are considered representations, warranties, assurances and commitments by the Stadium Authority under this Stadium Agreement are at all times fully and in a timely manner complied with by the Stadium Authority.
(ii) The Stadium Authority agrees and acknowledges that full compliance with all terms and conditions of this Stadium Agreement is of key importance for the DocuSign Envelope ID: E5298723--E0AC-42B1-B205-65B594BCA6A9 successful hosting and staging of the Competition and a significant direct and indirect damage will be caused in case of any non-compliance. Therefore, in the event t hat one or more of the above assumptions and conditions are not met for any reason, including force majeure events, FIFA shall be entitled to revoke the selection of the Stadium and, in such case, the Member Association will terminate this Stadium Agreement pursuant to Clause 16.3.1 below.

5. CONSTRUCTION, RENOVATION AND PREPARATION OF STADIUM

5.1 Stadium Construction and Renovation Plan
(i) By no later than 30 April 2020 (Stadium Construction and Renovation Plan Due Date), the Stadium Authority shall submit to the Member Association and/or FIFA, for FIFA's prior written approval, a Stadium construction and renovation plan outlining in detail the various stages and the estimated final dates for completion of t he various stages and the entire renovation or construction if the Stadium requires renovation or construction work.
(ii) The Stadium construct ion and renovation plan shall contain a detailed definit ion and explanation of any equipment, facilities and infrastructure that is permanently part of, will be permanently used in, the Stadium as well as spaces required by FIFA for the Stadium Overlay Infrastructure in order to meet the Stadium requirements as set out in Clause 7 below.

Monitoring, Observation and Inspection
(i) The Stadium Author ity agrees and acknowledges that the Member Association and/or FIFA will closely monitor and observe (according to any instructions and standard templates provided by FIFA) during the entire term of this Stadium Agreement the operation and progress of the renovation or construction of the Stadium and the availability of required Stadium equipment, facilities and infrastructure. The Stadium Authority shall submit to the Member Association regularly as requested by the Member Association, starting on 31 May 2021, a report on the status of the Stadium construction and renovation, outlining in detail the status of the various stages and a variance analysis compared to the initial Stadium construction and renovation plan.
(ii) The Stadium Authority shall provide the Member Association with free access to any document and information relevant to the operation and progress of the renovation or construction of the Stadium and the availability of required Stadium facilities.
(iii) In any event, the Member Association and/or FIFA shall be entit led to conduct own inspection visits to the Stadium at any time pursuant to Clause 10.1 below to assess and inspect the status of any renovation or construction work to be conducted at the Stadium.

5.3 Stadium Completio n Date

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{i) The Stadium Authority hereby represents and warrants that all renovation or construction work of the Stadium is completed by no later than 30 June 2025 or such earlier date which ensures that the entire Stadium, fully renovated and with all construction work completed and fully commissioned {as applicable), and any of equipment, facilit ies and infrastructure of the Stadium are operationally used by the Stadium Authority for a minimum of one (1) full season or comparable operational cycle prior to the provision of the Stadium to FIFA for the Competition (Stadium completion due date).
(ii) The Stadium Authority agrees and acknowledges that the renovation or construction work of the Stadium shall only be considered "completed and fully commissioned" for the purpose ofthis Stadium Agreement :
a) once the Stadium is fully renovated or constructed and all renovation or construction work is completed {as applicable);
b) once all equipment, facilities, infrastructure and further engineering systems {such as power supply, elevators, safety systems, access to utilities) that are permanently part of, will be permanently used in, the Stadium ln compliance with the Stadium construction and renovation plan pursuant to Clause 5.1 above have been Installed, and are ready for its operational use, in the Stadium;
c) once all licences, permits, orders, decisions, concessions and other acts have been granted which are necessary under the applicable laws to fully operate the Stadium for its regular use;
d) once all technical installations are fully commissioned, tested and functional; e) once all service operations are tested and operational staff is trained and equipped to fully operate the Stadium for its regular use; and f) upon the written confirmation and acceptance of the Stadium complet ion by an expert delegation appointed by the Member Association and/or FIFA. {iii) The Stadium Author ity agrees and acknowledges that the timely completion and operability of the Stadium pursuant to the above deadline is of major importance and a significant condition for the successful hosting and staging of the Competit ion and that any delay of the timely completion of the Stadium may seriously endanger the Implementation of various operational projects related to the Stadium and thereby cause significant costs and/or damages for the Member Association and FIFA.

Stadium Overlay Infrastructure
{i) The Member Association and FIFA will be responsible for the sourcing, installation, operation and dismantling of any equipment, facilities and infrastructure forming part of the Stadium Overlay Infrastructure in the Stadium. With this respect, the Member Association and/ or FIFA may, at its sole discretion, decide on:
a
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6. 6.::1.
a) any equipment , facilities and infrastructure forming part of t he Stadium Overlay Infrastructure; and
b) whether any such equipment, facilities and infrastructure is procured individually or by means of a central procurement process (i.e. a joint and central sourcing across all or some stadiums and/or, if applicable, ot her sites in the relevant Venue).

For the avoidance of doubt, any indoor and outdoor spaces required by FIFA for the Stadium Overlay Infrastructure shall not form part of the Stadium Overlay Infrastructure itself and shall be provided by the Stadium Authority as part of the space requirements pursuant to Clauses 7.2 (ii) and Clause 13.2 (iii). (ii) As part of its responsibility to support FIFA to implement and operate its safety and security strategy and concept relating to the Competition, the Stadium Authority shall ensure the full cooperation and support by the Host City Authority and t he Government and other governmental authorit ies as may be necessary.

PROVISION AND USE OF STADIUM/ ACCESS TO STADIUM
General Principle
(i) The Stadium Authority agrees and acknowledges t hat FIFA and the Member Association shall be entitled to make use of the Stadium provided by the Stadium Author ity pursuant to this Clause 6 without any restrictions and in any such manner FIFA deems appropr iate, at its sole discretion, in connection with the hosting and staging ofthe Competition.
(ii) FIFA and the Member Association shall be entitled to allow any third party the use of, and access to, the Stadium during the Exclusive Use Period as it deems appropriate, including any FIFA Delegation members as well as any Commercial Affiliates, Media Rights Licensees, the Hospitality Rights Holder, Media Representatives, service providers and any other third party as determined by FIFA.

6.2 Exclusive and Non-Exclusive Use of Stadium

6.2.1 Exclusive Use of Stadium
Unless otherwise specified in writing by the Member Association, the Stadium Authority shall provide, and make available for the exclusive use of FIFA and the Member Associat ion pursuant to this Stadium Agreement, the Stadium for the Competition during the Exclusive Use Period, namely as o

6.2.2 Non-Exclusive Use of Stadium

DocuSign Envelope ID: E5298723--E0AC-42B1-B205-65B594BCA6A9 (i) The Stadium Authority agrees and acknowledges that, notw ithstand ing Clause

6.2.1 above, the set up and installat ion of temporary facilit ies and infrastructure for media, Ticketing, hospitality, food and beverage concessions and other operational areas as well as informat ion technology, broadcasting and telecommu nication infrastructure and general working places may require FIFA, the Member Association and/or any third party appointed by the Member Association and/or FIFA to use certain areas and/or facilities in the Stadium, including the areas belonging to the Outer Stadium Perimeter significantly earlier than required in Clause 6.2.1 above.

For such purpose, upon FIFA's and/or the Member Association's prior request, the Stadium Authority shall make available, at no costs, to the Member Association, FIFA and/or any third party appointed by FIFA all relevant areas and/or facilities at the Stadium for any such set up, installation and preparation work to be done at the Stadium as of'
(ii) FIFA and/or the Member Association shall Inform the Stadium Author ity reasonably in advance of the Competition of its timely requirements to use certain areas and facilit ies of the Stadium pursuant to Clause 6 .2 .2 (i) above. (iii) Upon prior request, the Stadium Authority shall make available, at no costs, certain areas and/or facilities at the Stadium at such earlier date as requested by FIFA or the Member Association for t he exclusive or non-exclusive use of FIFA, the Member Association and/or any third party authorised by FIFA and/or the Member Association for any set up, installat ion and preparation work to be done at the Stadium, including the areas belonging to the Outer Stadium Perimeter.

In case any such areas and/or facilities are owned, or operated under the control of, any third party other than the Stadium Authority, the Stadium Author ity shall, without any compensation payable by FIFA, the Member Association and/or any third party author ised by FIFA and/or the Member Association, including for any loss of revenues by the Stadium Authority, ensure that such areas and/or facilities wi II be made available to such parties at such dates.
(iv) In exercising this right, FIFA and the Member Association shall use all reasonable efforts t o minim ise the impact on the Stadium Author ity and any third party concerned. FIFA will request any third party appointed by FIFA to also use such reasonable efforts.

6.3 Prior Access to Stadium

(i) Notw ithst anding Clause 6.2 above, upon prior request, the Stadium Authority shall ensure that FIFA, the Member Association and/or any t hird party authorised by FIFA and/or the Member Association have the non-exclusive right to have free and unrestricted access to visit and inspect the Stadium in connection with the preparation of t he Competition (and to use the required conference and office facilities for meetings at the occasion of such visits), at no cost and at any tim e, during the term of this Stadium Agreement, including as part of any Stadium inspections. Such access shall also be provided to any rooms, areas or facilities rented to, owned by, or otherwise under the control of, any other third party.

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7. 7.1

(ii) In exercising thi s right, FIFA and the Member Association shall use all reasonable efforts to minimise the impact on the Stadium Authority and any third party concerned. FIFA will request any third party appointed by FIFA to also use such reasonable efforts.

Clean Stadium Obligations
(i) The Stadium Authority shall provide and make available the Stadium for use free and dear of any and all advertising, marketing, promotion, merchandising and brand identification as well as free and clear of any third party rights to conduct any commercial activity in the Stadium throughout the Exclusive Use Period.

Accordingly, the Stadium Author ity shall make any room, area, building, facility or section belonging to the Stadium available for the Competition according to the above requirements, which, for the avoidance of doubt, includes 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 t emporary parking facilities, VIPNYIP areas and areas used for the Hospitality Programme, Media Tribunes, the SMC and other permanent and temporary media areas and zones, food and beverage concession areas, Commercial Display areas, the Pitch Area, the Broadcast Compound, Stands, the areas beneath Stands, the areas used for the Ticketing Centre, Accreditation Centre and Volunteer Centre as well as any other areas, buildings, facilities or sections used in connection with the use of the Stadium for the Competition as determined by FIFA.
(ii) These requirements include the requirement that there shall be no advertising, marketing, promotion, merchandising, licensing, signage or other commercial identification of any kind on any Stands, scoreboards, seats, seatbacks, time clocks, staff uniforms, Accreditation Passes, fences or elsewhere Inside, surrounding, or in the airspace above and around the Stadium other than that which is Installed by, or at the direction of, FIFA or which is approved in writing by FIFA.
(iii) The precise nature and extent of the Stadium Authority's obligation to ensure a commercially-clean Stadium pursuant to this Clause 6.4 will be subject to further detailed specifications determined by FIFA and/or the Member Association.

STADIUM REQUIREMENTS
General Principle
(i) The Stadium Authority shall provide, at such dates as defined in Clause 6.2 above, the Stadium to FIFA and t he Member Association for the use for t he Competition in full compliance with t he Stadium requirements as contained in this Stadium iall y
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DocuSign Envelope ID: E5298723--E0AC-42B1-B205-65B594BCA6A9 Agreement, in particular in this Clause 7 and as set out in detail in the 2026 FWC Hosting Requirements.
(ii) In addition to the initial and final version of the 2026 FWC Hosting Requirements, the Member Association may, from time to time, provide the Stadium Authority with further detailed specifications in relation to the Stadium requirements as set out in this Clause 7. Such detailed specifications shall form an integral part of the 2026 FWC Hosting Requirements.

7.2 Space Requirements

7.3

The Stadium Authority shall provide the Stadium in accordance with the Stadium space requirements as defined under this Stadium Agreement and in accordance with the 2026 FWC Hosting Requirements, including any:
(i) spaces and technical, administrative and other rooms required for the Teams, the FIFA Delegation, the Host Broadcaster, the Media Rights Licensees, the Commercial Affiliates, the Media Representatives, the Hospitality Rights Holder and any other third parties holding rights or rendering services in respect of the Competition; and
(Ii) spaces required by FIFA for any equipment, facilities and infrastructure forming part of the Stadium Overlay Infrastructure pursuant to Clause 5.4 above, which in any event shall reflect the quality standard of facilities and infrastructure permanently installed in the Stadium.

Infrastructure Requirements
The Stadium Authority shall provide the Stadium in accordance with the Stadium infrastructure requirements as defined under this Stadium Agreement and in accordance with the 2026 FWC Hosting Requirements, including:
(i) utility outlets (such as outlets for electrical power, hot and cold water, gas, heating, cooling systems and air condition ing);
(ii) any supplies and facilities nec11ssary for the hosting and staging of the Competition, such as:
a) one (1) main set of floodlights which will be in line with highest internationa l standard broadcasting needs, ensuring adequate lighting for television purposes;
b)
c)
d)
at least two (2) giant video screens which must be entirely visible from all tribunes and a giant video screen control room with suitable interfaces for content feeds;
a powerful and reliable public address system; and
a "state-of-the-art" electronic access control system pursuant to Clause

7.15.3 below; and
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7.4 7.4.1
(iii) any supplies and facilities necessary for the exploitation of the Marketing Rights and Media Rights, such as:
a) any areas, facilities and equipment used for the Hospitality Programme, such as the Hospitality Boxes, any permanent (i.e. central and satellite) and temporary kitchen areas, including equipment as well as any food elevators, storage and cooling areas; and
b) any areas, facilities and equipment used for the food and beverage concessions as well as any other catering programmes conducted in the Stadium.

Broadcast and Media Requirements
General Principle
(i) Subject to Clause 7.4.1 (ii) below, the Stadium Authority shall provide the Stadium in accordance with the Stadium broadcast and media requirements as contained in this Stadium Agreement, in particular in Clauses 7.4.2 to 7.4.13 below and as set out in detail in the 2026 FWC Hosting Requirements, including all technical facilities, equipment, infrastructure, services and resources required in particular by FIFA, the Member Association, the Host Broadcaster, the Media Rights Licensees and Media Representatives in the Stadium in connection with the Competition. (ii) In order to facilitate, in particular, quality and consistency of concepts and implement cost savings, to the extent legally possible according to the applicable laws, upon request by the Member Association and7or FIFA, the Stadium Authority shall accept that any technical facilities, equipment, infrastructure, services and resources will be sourced by means of a central procurement process (i.e. a joint and central sourcing across all stadiums and, if applicable, other sites). Such central procurement shall be conducted by FIFA, the Member Association and/or such third party as determined by FIFA In accordance with applicable laws.

7.4.2 Host Broadcaster Requirements

7.4.3 7.4.4

The Stadium Authority shall provide the Stadium with any technical facilities, equipment, infrastructure, services and resources to FIFA, the Member Association and/or the Host Broadcaster as required for the production of the audio-visual and other feeds or media coverage of the Competition.

Pitch Area
The Stadium Authority shall provide the Stadium with sufficient space at the level of the Field of Play, along all four sides of the Field of Play, for properly accredited professional photographers, for static and mobile television cameras, for cameras mounted on mobile equipment and for the Host Broadcaster and selected Media Rights Licensees· personnel and assistant personnel, with separate access for these persons.

Media Tribune
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7.4.5 7.4.6
The Stadium Authority shall provide the Stadium with sufficient space to establish and operate a Media Tribune to allow the Media Representatives to conduct their reporting and other media activities from specially constructed positions.

Stadium Media Centre (SMC)
The Stadium Authority shall provide the Stadium with sufficient space to establish and operate a SMC within the Outer Stadium Perimeters, in particular for use by the Media Representatives reporting from the Matches taking place in the Stadium. The SMC shall be located as close as possible to the Media Tribune, with access restricted to those in possession of appropriate Accreditation Passes.

Mixed Zone
(i) The Stadium Authority shall provide the Stadium with a Mixed Zone, being an area within the Stadium (preferably between the Team dressing rooms and the Team bus pick-up location), to which access is restricted and in which Media Representatives may interview the players, coaches or other members of the Team Delegation after a Match. The Mixed Zone shall:
a) provide separate accesses for Team Delegation members and Media Representatives; and
b) contain backdrops featuring the Competition Design and recognition of the Commercial Affiliates and the Media Rights Licensees as designed, produced and installed by FIFA, at its sole discretion.
(ii) The Mixed Zone should be of such size as set out in detail in the 2026 FWC Hosting Requirements, have sufficient facilities to allow for broadcasting and recording activities as well as TV monitors to allow the live broadcast of the press conferences in the Mixed Zone, be capable of catering for live and/or delayed radio and/or television commentary and be equipped with the required technical facilities and equipment (e.g. internet access/W-LAN).

7.4.7 Press Conference Room
The Stadium Authority shall provide the Stadium with a press conference room, being a room within the Stadium building (preferably between the Team dressing rooms and the Mixed Zone) to which access is restricted and in which Media Representatives may participate in a press conference in order to ask questions to players, coaches or other members of the Team Delegation.

7.4.8 TV Studios/ Presentation Studios/ Announcer Platforms

(i) The Stadium Authority shall provide the Stadium with sufficient space for the establishment and operation of:
a)
b)
TV studios which shall be located close to the Team dressing rooms; and presentation studios and announcer platforms which shall be located on the Stands at locations providing an unobstructed view onto the Pitch Area. led by
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7.4.9 7.4.10

7.4.11 7.4.12

7.4.13 (ii) Further requirements in relation to the TV studios, presentation studios and announcer platforms are set out in detail in the 2026 FWC Hosting Requirements.

Flash Interview Facilities
The Stadium Authority shall provide the Stadium with sufficient space for the establishment and operation of facilities which shall be located adj acent to the players' tunnel, to allow for "A ash" interviews during half time and at the end of each Match.

Broadcast Compound
(i) The Stadium Authority shall provide the Stadium with sufficient space for the establishment and operation of a Broadcast Compound which shall be located immediate ly adjacent to the principal Stadium building on t he same side of the Stadium as the main television camera positions (i.e. on the western side of the Stadium) for outside broadcast vans and other vehicles and equipment. (ii) The Stadium Authority shall provide the space for the Broadcast Compound with a solid even surface, ensuring suitable drainage in case of rain, offer ing access for t rucks and pedestrians and an unobstructed view to the satellite orbit.

Access to Media Facilities
The Stadium Authority shall ensure that the access of Media Representatives to t he relevant Stadium media facilities is as smooth as possible. In particular, the Stadium Authority shall take the necessary measures to ensure that disabled Media Representatives can access the Stadium media facilities and are provided with the same working conditions as non-disabled Media Representatives.

Common Area TV {CATV)
The Stadium Authority shall provide the Stadium with a CATV system that is fully operational the latest four (4) weeks prior to the first Match in the Stadium. Such CATV shall be capable of delivering a variety of signals to all relevant areas in the Stadium including the Media Tribune, the Mixed Zone, the SMC, presentation studios, TV studios, t he Broadcast Compound, the Volunteer Centres, Hospitality Villages, Hospitality Boxes, hospitality lounges, VIPNVIP areas and such other areas as determined by FIFA. Further detailed requirements in relation to such CATV system are set out in detail in the 2026 FWC Hosting Requirements.

Media Backdrops
The Stadium Authority agrees and acknowledges that any of the media areas referred to in this Clause 7.4 will contain backdrops featur ing the Competition Design and recognition of the Commercial Affiliates and the Media Rights Licensees as designed, produced and installed by FIFA, at its sole discretion

7.5 IT Requirements
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7.6 7.7.1

(i) The Stadium Authority shall provide t he Stadium in accordance with FIFA's IT& T Infrastructure and operations requirements as contained in this Stadium Agreement and as set out in detail in the 2026 FWC Hosting Requirements. (ii) The Stadium Author ity agrees and acknowledges that:
a) any technical facilities, equipment, infrastructure, services and resources provided by the Stadium Authority in the Stadium shall be of the highest prevailing industry standards and at a state-of-the-art quality reflecting t he status and prestige of the Com petition; and
b) Clause 14.4 below shall apply in connection with the potentia l sourcing of any technical facilities, equipment, infrastructure, services and resources used for the development, preparation and implementation to be provided by the Stadium Authority.

Stadium Power
(i) The Stadium Author ity shall provide the Stadium In accordance with the requirements in relation to the provision of Stadium power as contained in this Stadium Agreement and as set out in detail in the 2026 FWC Hosting Requirements.
(ii) In particular, the Stadium Authority shall ensure:
a) two (2) sources of power supply, completely independent of each other. The power supply system shall be such that in the event of any failure of the primary supply, the second independent supply ·shall inst antly and automat ically cut in and provide an uninterrupted flow of sufficient electrical power. Each individual supply system must be able to supply sufficient electricity to all areas of the Stadium, including the Pitch Area, Stands and other spectator areas, food and beverage concessions, Hospitality Boxes and any other hospitality areas (including permanent and temporary kitchens and external hospitality areas/villages), the VIP Tribune, the SMC as well as any internal rooms and corridors and facilities located within t he Outer Stadium Perimeter;
b) the provision of an emergency power supply at the Stadium (I.e. not including power to the Broadcast Compound) and that power failure shall not lead to the cancellation or postponement of a Match; and c) independent power that supports the Broadcast Compound and any other broadcast facilit ies in the Stadium.

Stadium Capacities
Seating Capacity
(i) The Stadium shall be an all-seater Stadium. The Stadium Authority agrees and acknowledges that FIFA, in connection with the Competition, requires the by
DocuSign Envelope ID: E5298723--E0AC-42B1-B205-65B594BCA6A9

7.8.1

following minimum net seating capacities (i.e. the capacities after the deduction of a)
b)
c)
seats for group Matches (except the Opening
Match), the round•of-32 Matches, the round-of-16 Matches, quarter-fina l Matches and the third place Match;
eats for the semi-final Matches; and
eats for the Opening Match and Final Match.
(ii) In accordance with the 2026 FWC Hosting Requirements, a minimum seating capacity and related facilities must be available for disabled people and people with limited mobility in each area of the Stadium.

Hospitality Seating/Box Capacity
(i)
(ii)
The Stadium Authority agrees and acknowledges that FIFA, unless otherwise agreed by FIFA in writing, in connection with the Compet ition, requires the followin g percentages of the total number of Stadium seats (i.e. all seats including available for the Hospitality
Programme:
a)
b)
c)
d)
Stadium Seating
General Principle
{i) The Stadium Authority shall provide the Stadium in accordance with the Stadium seating requirements as contained in this Stadium Agreement and as set out in detail in the 2026 FWC Hosting Requirements.
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7.8.2

(ii) The Stadium Authority agrees and acknowledges that any decision for the use of the seats in relation to the Competition shall be made by FIFA, at its sole discretion, and that FIFA will allocate the seats in the Stadium to the respective Ticket category in accordance with the Stadium categorisation procedure set out by FIFA in the FIFA Ticketing Policy.

Permanent and Temporary Seating
(i) All of the seats used in the Stadium must be permanent and fixed seats. (ii) The Stadium Authority agrees and acknowledges that temporary seating will only be permitted if specifically approved in writing on an exceptional basis by the Member Association and/or FIFA and provided that such temporary seating offers a quality and seating comfort which is the same or comparable to permanent seats. If temporary seating is permitted by the Member Association and/or FIFA, such seats must be installed at such time as requested by the Member Association and/or FIFA and in any event no later than the Stadium Completion Due Dates set out in Clause 5.3 above. Any renting of spaces and equipment, installation and other costs associated with temporary seating shall be borne by the Stadium Authority, unless otherwise agreed by the Member Association and FIFA In writing.

Seating Plans
(i) In accordance with the Stadium seating requirements as contained in this Stadium Agreement and as set out in detail in the 2026 FWC Hosting Requirements, the Stadium Authority shall:
a)
b)
c)
by no later than 31 May, 2024 (Stadium Seating Plans Due Date), submit to the Member Association and FIFA, for their prior written approval, detailed hard copy and electronic Stadium seating plans for the entire seating inventory existing in the Stadium, including any permanent and temporary seating, the installation of the VIP Tribune, the Media Tribune or other installations which may affect the Seat data;
provide the Member Association reasonably in advance of the above Due Date for the provision of the Stadium seating plans and at any time, and in such manner, as requested by the Member Association any temporary and work -in-progress information, documentation and draft plans for an update on the status of the provision of the Stadium seating plans; in case of temporary seating to be installed in the Stadium for the Competition, in addition to the information provided as part of the Stadium seating plans, submit to the Member Association and/or FIFA, for their prior written approval, the final version of the detailed hard copy and electronic seating plans for the entire temporary seating inventory to be installed in the Stadium outlining all necessary info rmation on, and implications of, the instalment and use of such temporary seating as well as information in relation to additional spectator infrastructure to service such temporary seating areas, in particular restrooms as well as food and beverage concessions; •
II
DocuSign Envelope ID: E5298723--E0AC-42B1-B205-65B594BCA6A9 d) manage the Stadium seat maps, plans and data change procedure (I.e. data modifications/changes captured and appropriately
highlighted/presented in documents) as instructed by the Member Association; and
e) notify the Member Association in writing of any modification of the Stadium seating inventory subsequent to the Due Date determined in this Clause 7.8.3 (i) a) above and shall, if requested by the Member Association, provide an updated, detailed hard copy and electronic Stadium seating plan.
(ii) In case that the Stadium Authority:
a) provides inaccurate or incomplete seat data;
b) modifies the Stadium seating plans or seat data subsequent to the Due Date determined in Clause 7.8.3 (i) a) above and such modification results in an adverse financial impact on FIFA;
c) fails to provide such data in the required format by the Due Date determined in Clause 7.8.3 (i) a) above; or
d) fails to provide all or any of the seats indicated in the seat data provided to FIFA,
the Stadium Authority shall indemnify, hold harmless and defend the Member Association and FIFA from and against all liabilities, obligations, damages, losses, claims,_demands, recoveries, deficiencies, costs or expenses suffered or incurred in connection with, resulting from, or arising out of the Stadium seating plans, including the Stadium seating plans for temporary seating facilities (if any) as set out in Clause 7.8.3 (i) a) above. The Member Association and FIFA shall not be held responsible for any damages caused by such errors or failures.

7.8.4 VIP Tribune

7.9 The Stadium Authority shall provide the Stadium with a VIP Tribune in accordance with the 2026 FWC Hosting Requirements.

Stadium Perimeters
(i) The Stadium Authority shall provide the Stadium with a clearly identifiable Inner Stadium Perimeter and Outer Stadium Perimeter for the Exclusive Use Period in accordance with the 2026 FWC Hosting Requirements.
(ii) The Stadium Authority shall install, maintain and supervise any infrastructure within the inner Stadium Perimeter and Outer Stadium Perimeter as set out in detail in the 2026 FWC Hosting Requirements for the Exclusive Use Period, including fences and gates.

7.:1.0 Controlled Area
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(i) The Controlled Area is located directly adjacent to the Outer Stadium Perimeter .

To ensure the smooth implementation of the organisation of the Matches, the areas within the Controlled Area (such as temporary parking areas used on Match Days, open outdoor spaces, entertainment areas or arenas) shall be included, as far as possible, into the organisation of the Matches as required by FIFA and in accordance with this Clause 7.10.
(ii) In order to fulfil the requirements set out in Clause 7.10 (iii) below, the Stadium Authority shall:
a) ensure that any regulations, any advertisement and other commercial identificat ion located within the Controlled Area and directly or indirectly owned or controlled by the Stadium Authority will be removed or fully covered;
b) not allow any third party to conduct any events or activities (such as for the use of the spaces or buildings for advertisements or other promotional activities) within the Controlled Area and suspend any existing rights or licenses granted to any third party within the Controlled Area for the duration of the Competition, unless approved by FIFA; and c) support FIFA, the Member Association and the respective Host City Authority in discussing the requirements of Clause 7.10 (ii) a) and b) above with the owners and operators of any buildings and spaces located within the Controlled Area and, to the extent necessary to ensure compliance with these requirements, entering into the respective arrangements with such owners or opt1rators.
(iii) The Stadium Authority agrees and acknowledges that the Controlled Area must comply with the following requirements on Match Days and the day before Match Days in relation to any Stadium used for any Match:
a) the Controlled Area must be free and clear of any Outdoor Media (in accordance with the instructions by FIFA and the Member Association).

The removal and coverage of the Outdoor Media may be done temporarily; b) no events or other activities may be held in any buildings and at any spaces located within the Controlled Area which in the opinion of FIFA and the Member Association may impact on the organisation or marketing of the respective Match;
c) public sales of food, beverages, fan items, souvenirs or similar products taking place in or from any buildings, or at any spaces, located within the Controlled Area must be in accordance with the restrictions defined, and further instructions provided, by FIFA and the Member Association; and d) the Controlled Area will be subject to strict traffic restrictions in order to ensure regulated and controlled access and circulation only, including the establishment of access permission systems and its enforcement through access permit contro ls by the relevant public authorities.

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7.11 7.12

Pitch Area
The Stadium Authority shall provide the Stadium with a Pitch Area in accordance with the 2026 FWC Hosting Requirements, which will be no less than one hundred and twenty-five (125} metres by eighty-five (85) metres.

Field of Play
(i) The Stadium Authority shall provide the Stadium with a Field of Play in accordance with the 2026 FWC Hosting Requirements, including the following:
a) the Field of Play must be a grass playing surface. FIFA will determine the species of grass best suited to provide the playing surface for each individual Stadium, with due regard being given to the meteorological and other conditions in each Host City during the Competition Period; b) the Field of Play must have a minimum size of one hundred and five (105) by sixty eight (68) metres;
c) the Field of Play shall be of such size as defined by FIFA at a later stage, being understood that the Field of Play must be of an identical size in each stadium used for the Competition;
d) the Field of Play shall be marked in accordance with the Laws of the Game; e) due time and attention is given to ensuring that the surface and under­ surface of the Field of Play have been installed sufficiently in advance of the Competition Period so that they do not pose a risk of injury to the players and allow the players to retain the ir footing when executing rapid changes of direction or other manoeuvres;
f) a modern heating, vacuum, ventilation, drainage and watering/sprinkler system for the purpose of establishing and maintaining a high quality of the Field of Play; and
g) sufficient space behind the goal lines and the touchlines to erect and operate a panel advertising system.
(ii) The Stadium Authority shall closely cooperate with the Member Association, FIFA and any third party appointed by FIFA in relation to establishing and maintaining a high quality of the Field of Play.
(iii) The Stadium Authority shall provide the Stadium with benches for Teams as well as official of FIFA and/or the Member Association being responsible for supervising the Match as well as the players' tunnel area leading to the Field of Play in accordance with the 2026 FWC Hosting Requirements.
(iv) The Stadium Authority shall support the Member Association and FIFA to provide all equipment necessary for the staging of the Matches and all other activities on the Field of Play as set out in detail in the 2026 FWC Hosting Requirements, DocuSign Envelope ID: E5298723--E0AC-42B1-B205-65B594BCA6A9 7,13-3

including corner flags, goals posts, substitute goals, goal nets, pitch markings and irrigation devices. The Field of Play equipment shall be identical in each Stadium and be supplied by the same supplier.

Stadium Parking and Access Routes
Parking Facilities
(i) The Stadium Authority shall provide the Stadium together with the parking facilities available in the Inner Stadium Perimeters, the Outer Stadium Perimeter as well as outside of the Outer Stadium Perimeter (as applicable) for use by individuals and such constituent groups as defined by FIFA and as set out in detail in the 2026 FWC Hosting Requirements, which shall include parking for cars and buses.
(ii) The Stadium Authority shall regularly update the Member Association and/or FIFA on the status of the planning, construction and delivery of all Stadium-related parking facilities.
(iii) The Stadium Authority agrees and acknowledges that the Member Association and FIFA will allocate any available parking facilities to the individuals and constituent groups entitled to use dedicated parking facilities taking into account the Stadium logistics, the access routes and functions of such Individuals and constituent groups.

Access Routes
. -
(i) The Stadium Authority shall support the Member Association and/or FIFA with respect to the Member Association's cooperation with the relevant governmental authorities in the Venue, in particular the Host City Authority, ensuring that there are appropriate and efficient public, private and further Competition-specific transport access routes to and from the Stadium, including road and rail connections, with appropr iate traffic control measures in place. (ii) The Stadium Authority shall support the Member Association and/or FIFA in ensuring the provision of specific drop-off areas and subsequent secure, separate and exclusive access routes to and from as well as inside the Stadium for the Teams, Referees, VIP/VVIPs, Media Representatives, service providers as determined by FIFA, Media Rights Licensee and Commercial Affiliates. The Stadium Authority shall submit to the Member Association and/or FIFA detailed maps/documentation clearly indicating the exclusive circulation routes (including capacities) to and within the Stadium.
(iii) The Stadium Authority agrees and acknowledges that the choice of specialised parking areas must allow a short and unhindered access of the different groups to the Stadium and their areas of activity. The distances of specific parking zones to the reserved Stadium entrances must be in line with the importance of the group in question as defined by FIFA and as set out in detail in the 2026 FWC Hosting Requirements.

Use and Management of Parking Facilities
DocuSign Envelope ID: E5298723--E0AC-42B1-B205-65B594BCA6A9 The Stadium Authority agrees and acknowledges that all parking facilities available for the use for the Stadium shall be managed in accordance with the project plan for event transportforthe Competition.

Stadium Maps and Drawings
(i) By no later than 30 April 2021 (Stadium Plans Due Date), the Stadium Authority shall provide the Member Association and/or FIFA with a basic version of the detailed reproductions (in electronic and printed hard-copy form) of all architectural maps and drawings of the Stadium, including maps of the Controlled Area and further areas surrounding the Stadium.
(ii) The basic version of the Stadium maps and drawings shall comply with the quality standards and requirements as defined in detail by FIFA at a later stage.

Ticketing Matters
In relation to the Ticketing operation in t he Stadium, the Stadium Authority shall fulfil such obligations as set out in this Clause 7.15.

7.15.1 Ticket Offices
The Stadium Authority shall provide sufficient space within the Stadium and/or at the Outer Stadium Perimeter to permit the operation by FIFA or any third party appointed by FIFA of Ticket offices where Tickets may be sold, collected aod/or returned, whether before or during the Competition Period, or where customers may be assisted in connection with the purchase, collection and/or return of Tickets, whether or not such Tickets relate to the Stadium, such as the Stadium Ticketing Centres and Ticket clearing points.

7.15.2 Accessibility Seating
The Stadium Authority shall clarify the provision of, and access to, accessibility seating (wheelchair user and limited mobility positions) and liaise with local authorities and provide infor mation on legal provisions regarding disabled spectators and spectators with limited mobility.

Provision of Electronic Access Control System
The Stadium Authority shall provide the electronic access control system (at the standard decided by FIFA), including the infrastructure and technical installations as well as any related software, and to co-ordinate the following activities:
(i) contracting, delivery, implementation and testing of the technology and support required for the Competition from the electronic access control providers; and (Ii) ensuring that the needs of the Ticket ing project are aligned with the provision of the electronic access control system, including the validation of Tickets.

DocuSign Envelope ID: E5298723--E0AC-42B1-B205-65B594BCA6A9 7-15.4 Ticketing Facilities
The Stadium Authority shall provide sufficient premises (physical space) and infrastructure (such as chairs, desks) for all Ticketing facilities within or directly near the following Stadium premises:
(i) Stadium Ticketing Centres;
(ii) Ticket clearing points; and
(iii) FIFA office spaces within the Stadium.

IT Infrastructu re
The Stadium Authority shall provide the required basic IT Infrastructure (existing Stadium LAN/ WAN) for the following Ticketing facil ities within or directly near the Stadium in accordance with the 2026 FWC Hosting Requirements:
(i) Electronic access control systems;
(ii) Ticket turnstiles;
(iii) FIFA office spaces with in the Stadium;
(iv) Stadium Ticketing Centres; and
(v) Ticket clearing points.

Liaison with Local Municipalities
The Stadium Authority shall support the Member Association and FIFA to liaise with local municipalities for approval of spectator safety procedures (fire, evacuation).

Dedicated Entrances
The Stadium Authority shall provide dedicated entrances and electronic access control systems for Media Representatives, guests of the Hospitality Programme and VIPNVIPs, both suitably equipped with infrastructure and software registering the access of such guests, including scanning devices/mag and bag (as required) and ensuring smooth access for the guests and to operate systems in relation to each Match.

Inspection Tours
The Stadium Authority shall facilitate Venue and Stadium inspection tours pursuant to Clause 10.1 below.

8. OPERATION OF STADIUM
8 , 1 General Principle
DocuSign Envelope ID: E5298723--E0AC-42B1-B205-65B594BCA6A9 The Stadium Authority agrees and acknowledges that:
(i) FIFA shall have the full contro l of, and shall coordinate, all tasks, activities and sub­ projects in relation to the operation of the Stadium during the entire Exclusive Use Period, including any activities on the Field of Play and/or in the Pitch Area; (ii) FIFA, at its sole discretion, shall be entitled to decide on, and give instruct ions to the Member Association and the Stadium Authority in relation to, the use, operatlon, management and control of the Stadium for the staging of Matches, in particular the split of responsibilities between FIFA, the Member Association and the Stadium Authority;
(iii) the detailed split of responsibilities between FIFA, the Member Association and the Stadium Authority for the operation of the Stadium during the entire Exclusive Use Period will be determined by FIFA as set out in Clause 8.2 below; and (iv) in any case, it will be responsible, at a minimum, for the same scope of services, tasks and activities in connection with the operation of the Stadium as necessary for the regular use of the Stadium.

8.2 Stadium Autho rity Responsibilities

8.2.1 Stadium Operations

{i) The Member Association hereby appoints the Stadium Authority, and the Stadium Authority hereby accepts the appointment, to operate the Stadium during the Exclusive Use Period in full compliance with this Stadium Agreement, in particular Clauses 8.2.1 (iii) and (iv) below, the 2026 FWC Hosting Requirements and any instructlons given by FIFA and/or the Member Association in relation to the operation of the Stadium, in particular the split of responsibilities between FIFA and the Stadium Authority.
(ii) The Stadium Authority shall operate the Stadium during the Exclusive Use Period in full compliance with this Stadium Agreement, in particular Clauses 8.2.1 (iii) and (iv) below, the 2026 FWC Hosting Requirements and any instructions given by FIFA and/or the Member Association in relation to the operation of the Stadium, in particular the split of responsibilities between FIFA, the Member Association and the Stadium Authority.
(iii) The detailed split of responsibilities between FIFA, the Member Association and the Stadium Authority for the operation of the Stadium during the entire Exclusive Use Period will be determined by FIFA and agreed in a formal and binding Stadium operations protocol between the Member Association and the Stadium Authority prior to the selection of the Stadium pursuant to Clause 4.3 above. (iv) Such responsibilities of t he Stadium Authority for the operation of the Stadium during the entire Exclusive Use Period shall include, in particular, the follow ing:
a) securing the coordination and cooperation, where appropriate, with the relevant local, regional and national governmental authorities; II y
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8.2.2

b) monitoring, supervision and co-ordination of spectator mobility within the Inner Stadium Perimeter and the Outer Stadium Perimeter and between transport points and the Outer Stadium Perimeter;
c) operation of Stadium public announcement s and spectator informat ion and enterta inment, including the operation and maintenance of the video screens and the public address systems within the Stadium in accordance with FIFA guidelines as well as the operation of the technical platform for the Match infotainment programme described in Clause 8.4 below; d) erection, maint enance and protection (by security services) of fences and any other security needed in the Stadium;
e) provision of support t o FIFA for all medical services within the Stadium; f) provision of support and guidance within the Stadium for all FIFA Delegation members and the personnel of the Commercial Affiliates, Media Representatives, Media Rights Licensees, the Hospitality Rights Holder, any service providers and other third parties as instructed by FIFA; g) provision of support and guidance within the Stadium for disabled people and people with limited mobility in a manner meeting all related legal requirements;
h) provision and maintenance of all required technical facilities, equipment, infrastructure, services and resources necessary for basic IT infrastructure as defined by FIFA in Clause 7.5 above, including a Wi-Fi solution or equivalent capability available for use by the general public; i) provision and maintenance of all required technical facilities, equipment, infrastructu re, services and resources necessary to fulfil the Stadium media requirements set out in Clause 7.4 above;
j) operation and maintenance of the electronic access control system (provided by the Stadium Authority pursuant to Clause 7.15.3 above) in relation to every Match taking place in the Stadium;
k) provision of any utilitie s needed for the use of the Stadium for the Competition, including electricity and water; and
I) provision of general operational and maintenance services require for the use of t he Stadium, including cleaning, waste management, mechanical, electrical and plumbing services, green keeping services as well as the operation and maintenance of the floodlights.

General Support
(i) The Stadium Authority shall generally support FIFA and the Member Association with respect to the use, operation, management and control of the Stadium for the hosting and staging of the Matches, including in relation to the Member Associations' and FIFA's own tasks, activities and sub-projects in connection with the operat ion of a Stadium.

II by
DocuSign Envelope ID: E5298723--E0AC-42B1-B205-65B594BCA6A9 (ii) Such general support shall, in particular, include the prov1s1on of any data, documents and materials to the Member Association at such time and in such form allowing the Member Association to fulfil Its reporting and proj ect management obligations to FIFA. The Member Association shall inform the Stadium Authority about the required time and form of any such data, documents and materials. (iii) The Stadium Authority shall provide the general support to the Member Association and FIFA with the personnel appointed or used by the Stadium Authority in relation to the operation of the Stadium pursuant to Clause 8.3 below.

Stadium Autho rity' s Personnel
(i) In order to comply with its obligations under this Stadium Agreement, in connection with the operation of the Stadium as set out in Clause 8.2 above, the Stadium Authority shall, at its own cost, hire and employ, and pay all wages of any kind for, such number of sufficiently trained personnel as deemed necessary by FIFA and/or the Member Association for the Stadium operat ions pursuant to Clause 8.2 above during the Exclusive Use Period.
(ii) The Stadium Authority shall be solely responsible for the appointment of any and all personnel used by the Stadium Authority in relation to the operation of the Stadium pursuant to Clause 8.2 above. Irrespective of the form, scope, term or nature of such appointment, the Stadium Authority shall ensure, at its own cost, the full compliance with all applicable laws, rulings and regulations, including any tax, employment, social security, health and safety laws, rulings and regulations, in relation to such personnel.
(iii) Without limitation to Clause 16.16 below, the Stadium Authority shall indemnify and hold harmless FIFA and the Member Association and their respective officers, directors, members, employees, external advisors and agents, from any and all obligations or liabil ities (including any and all claims, losses, damage, injuries, liabilities, objections, demands, recoveries, deficiencies, costs and expenses) which they may suffer or incur arising out of or in any way connected with the Stadium operations pursuant to Clause 8.2 above, including any social security, employment, tax, health and safety claim or liability.

Infota inment
(i) FIFA shall have full operational and editorial control over all Stadium scoreboards, video screens, sound and public address systems and any other audio or visual information communication systems in or around the Stadium. The Match infotai nment will contain videos, music, entertainment, advertising and recognit ion of the Commercial Affiliates and any other content and information made available by FIFA to the spectators via the video screens, sound and public address systems and any other audio or visual information communication systems in or around the Stadium.
(ii) The Stadium Authority shall support the Member Association and FIFA in the implementation of the Match infotainment programmes to be designed and DocuSign Envelope ID: E5298723--E0AC-42B1-B205-65B594BCA6A9

8.5 operated in the Stadium on Match Days by FIFA in a manner to be determined by FIFA. In particular, the Stadium Author ity shall be responsible for the infrastructure and facilities provided for the operation and implementation of the infotainment programme.

Stadium Safety and Security
(i) By no later than 30 September 2025 or, in case the Stadium is completed after such date pursuant to Clause 5.3 (ii) above, by such later date as agreed by the Member Association in writ ing (Stadium Security Certificate Due Date), the Stadium Authority shall provide to the Member Association and/or FIFA a copy of all safety and security certificates issued by the relevant regulatory or governmental authorit ies on the local, regional and national level for the Stadium. (ii) The Government and the competent governmental authorities of the Host Country will be responsible for the overall safety and security of the Competition in the Host Country, including the development and implementation of a detailed and comprehensive overall safety and security concept in relation to hosting and staging the Competition . Based on such overall safety and security strategy and concept for the Competition, the Stadium Authority shall support the Member Association to establish and Implement an integrated safety and security strategy and concept for the Stadium, including all appropriate procedures within the Stadium to ensure the safety and security of all persons present in the Stadium during the Exclusive Use Period and reflecting applicable local laws and regulations as well as further relevant local specifics.

8.6 Stadium Decoration and Directional Signage

8.6.1 Stadium Decoration
(i) The Stadium Author ity agrees and acknowledges that FIFA will develop and implement an overall design and branding concept for the Stadium decoration for the Competition, including the product ion and installation of all Stadium decoration mater ial and that FIFA and the Member Association shall be entitled to install and apply any Stadium decoration material anywhere at the Stadium during the Exclusive Use Period.
(ii) The design and branding will be based on the Competition Design, will stipulate that a uniform and/or standardised look Is adopted In each stadium used for the Competit ion, including the Stadium, and may include official Competition Marks and/or recognition of the Commercial Affiliates. This includes the decoration materia l for any permanent and temporary infrastructure with in the Inner Stadium Perimeter and Outer Stadium Perimeter, such as any food and beverage and merchandise concessions stands, the parking areas, the hospitality areas of the Stadium as well as the Ticketing Centre, the Accreditation Centre and the Volunteer Centre (i.e. even outside of the Outer Stadium Perimeter).

8.6.2 Directional Signage
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9. 9.1

(i} The Stadium Authority shall provide the Stadium with such permanent directional signage and signage with seating information as set out in detail in the 2026 FWC Hosting Requirements.
(ii) FIFA will develop and implement a Stadium signage concept for the Compet ition, including the production and installation of all Stadium signage mate rial. (iii) The design and branding will be based on the Competition Design and may include official Competition Marks and/or recognition cf the Commercial Affi liates. This includes the signage material for any permanent and temporary infrastructure within the Inner Stadium Perimeter and the Outer Stadium Perimeter, such as any food and beverage and merchandise concessions stands, the parking areas, the hospitali ty areas of the Stadium as well as the Ticketing Centre, the Accreditation Centre and t he Volunteer Centre (i.e. even outside of the Outer Stadium Perimeter).

GENERAL OPERATIONAL MATTERS
Communication
(i) The Stadium Authority agrees and acknowledges that FIFA retains the right to decide the manner in which FIFA and the Member Association communicate with the Stadium Authority and manage the relationship with it, in particular with respect to the exercise of any rights, and the fulfilment of any obligations, pursuant to this Stadium Agreement. The Member Association will establish and regularly update a communication protocol for the Stadium, containing minutes cf any relevant meetings and further relevant correspondence and informa t ion. (ii} By no later than 31 December 2021 or such later date as determ ined by the Member Association (Stadium Coordination Manager Due Date), in close coordination with the Member Association, the Stadium Authority shall appoint a person to act as the main contact and responsible Stadium manager for the coordination of all matters of the Stadium in relation to the Competition.

Project Management Plan
(i) By no later than 30 June 2022 or such later date as determined by the Member Association (Project Management Plan Proposal Due Date), the Stadium Author ity shall submit to the Member Association a detailed, written proposal of a project management plan for the fulfilment of its obligations under this Stadium Agreement, based on the key milestones, dates and deliverables of the Stadium Authority pursuant to this Stadium Agreement.

The project management plan shall, at a minimum, contain:
a) information in relation to organisational set-up of the Stadium Authority; b) milestones to meet the Stadium completion date as set out Clause 5.3 above;
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c) milestones to provide the spaces necessary for the implementation of the Stadium Overlay Infrastructure; and
d) the appointment of a Stadium operator (if necessary).

Following the Member Association's approval, the project management plan shall be periodically updated by the Stadium Authority upon written request by FIFA and/or the Member Association.
(ii) The project management plan to be proposed by the Stadium Authority shall comply with the project and knowledge management policies, procedures and standards as established by FIFA for the Competition in relation to any activities by FIFA, the Member Association and relevant third parties in connection with the Competition. The Stadium Authority shall best possibly support the Member Association to integrate into, and reflect the relevant project-related details and milestones in, the tool or platform for the project and knowledge management established by FIFA.

Permits and Concessions
(i) To the extent that the Stadium Author ity is entitled to grant decrees, licences, permits, orders, decisions and other acts as may be required to ensure that FIFA, the Member Association or any third party authorised by FIFA and/or the Member Association, may comply with its obligations, and exercise its rights, in the Stadium as set out under this Stadium Agreement, the Stadium Authority shall, to the extent permitted by applicable laws and regulations, issue any such applicable and relevant decrees, licences, permits, orders, decisions and other acts as may be required to ensure that the relevant party may comply with its obligations, and exercise its rights, in the Stadium.
(ii) To the extent that the Stadium Authority is not entitled to grant any decrees, licences, permits, orders, decisions and other acts as set out in Clause 9.3 (I) above, the Stadium Authority shall support FIFA, the Member Association or any third party appointed by FIFA or the Member Association in their applications and processes for the issuance of any such decrees, licences, permits, orders, decisions and other acts, including by handling the permit and concession processes for the erection of temporary facilities in a timely appropriate and accelerated manner.

Subject to the ticket plan to be developed by FIFA, the Stadium Authority shall be entitled to purchase a certain number of tickets for the Matches in the Stadium (in an amount to be determined by FIFA at a later stage) prior to making such tickets available for sale to the general public. In such case, the Stadium Author ity agrees to fully comply with the standard terms and conditions and any further special requirements defined by FIFA for the use of any tickets or t icket products at a later stage, in particular to not use any such tickets for any commercial purposes, whether by way of price offerings, competitions, sweepstakes or otherwise and to not transfer any such tickets to any third party without FIFA's prior written consent.
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10. 10.1

STADIUM INSPECTION VISITS/ TEST EVENTS
Stadium Inspection Visits
(i) Following t he selection of the St adium, FIFA will organise Stadium inspection visits. The first Stadium inspection visit will take place no more than six (6) months following the confirmation of the selection of t he Stadium. The Stadium inspection visits shall focus on t he fulfilme nt of any obligat ions set out in this Stadium Agreement as well as any other operational matter.
(ii) The Stadium Authority shall cooperate and communicate with the Member Association and FIFA in relat ion to the inspection visits and any related meetings, workshops and other activities. The Stadium Authority shall grant the Member Association and FIFA access to all areas at the Stadium for the purposes of thei r inspections. The objectives of the Stadium inspection visits are primarily to assess the compliance with technical and infrastructure requirements and to ensure that suitable facilities are allocated to each of the different entit ies operating at the Stadium.

10.2 Test Events

11. 11,1

The Stadium Authority shall, in coordinat ion with the Member Association, stage a minimum of three (3) football matches as a test for the Competition in the Stadium with full capacity prior to the -provision of the Stadium for the Competition pursuant to Clause 6 .2.1 above. Any such football matches shall ser\ie the purpose of best possibly testing the Stadium operations reflecting t he Stadium requirements as set out in Clause 7 above as well as directional and seating signage as set out in detail in the 2026 FWC Hosting Requirements. Further details and any matters to be tested at the respective events shall be coordinated between the Stadium Authority, t he Member Association and FIFA in such manner as determined by FIFA reasonably in advance of the test events. If requested by FIFA, the Stadium Authority shall use all reasonable efforts that, during such tests events, certain funct ions and areas which may be relevant for the Competit ion are tested or operated by FIFA, the Member Association and/or the Stadium Authority (e.g. food and beverage concessions).

STADIUM-RELATED RIGHTS
Existing Rights of Stadium Authority and Third Parties
(i) The Stadium Authority shall provide the Stadium for the entire Exclusive Use Period free of any encumbrances, charges, liens, third party rights or other entitlement of any third party which may adversely affect the unrestricted control and/or use of the Stadium for the Competition, without the Stadium Authority or any such other third party being entitled to claim any monetary or f urther compensation from FIFA and/or the Member Association in this regard. lled by
DocuSign Envelope ID: E5298723--E0AC-42B1-B205-65B594BCA6A9 (ii} The Stadium Authority undertakes and warrants to take any such measures necessary to ensure clearance of any existing or potential encumbrances, charges, liens, third party rights and any other entitlement or restrictions that may adversely affect the unrestricted control andfor use of the Stadium for the Competition. Where applicable, the Stadium Authority shall provide written legally binding and irrevocable waivers duly executed by all relevant third parties in relation to any existing contracts binding the Stadium Authority in a manner conflicting with the unrestricted control and{or use of the Stadium for the Competition, such as any existing contract for any Stadium facilities (including any ticketing or hospitality facilities, restaurants, food and beverage or merchandise concession operat ions), Stadium or Stand naming rights or other sponsorship, advertising, merchandising, branding, marketing or media rights or any arrangement providing any kind of preferential or comparable rights in relation to the Competition Period.
(iii) Such waivers shall include all relevant details of any such existing contracts, allow FIFA to receive a copy of such contracts upon its request and contain an undertaking by such third party to not conduct any Ambush Marketing activity in relation to, or making any reference to, FIFA or the Competition. (iv) The Stadium Authority shall be solely responsible for bearing any direct or indirect costs in relation to such waivers, including any compensation, regardless of its cause, to be paid to any third party. In particular, the Stadium Authority shall:
a) indemnify, hold harmless and defend FIFA and the Member Association, as well as any other third party contracted to FIFA or the Member Association and the Participating Member Association from and against all liabilities, obligations, damages, losses, claims, demands, recoveries, deficiencies, • costs or expenses which such parties· may suffer or incur in connection with, resulting from, or arising out of, any such third party rights or claims; and
b} provide a full and complete list of any such third party contracts to be waived pursuant to this Clause 11.1 and shall provide the Member Association with a copy of any such third party cont ract upon request from FIFA andfor the Member Association.

11.2 Stadium Names
In respect of the Stadium name to be used in relation to the Competition, the Stadium Authority:
(i) agrees and acknowledges that FIFA shall be entitled to determine the official Stadium name for the Competition and change the name of the Stadium for any purposes in relation to the Competition to any non-commercial name that it deems appropriate, without any reference to the Stadium naming rights sponsor, owner or user of the Stadium (e.g. "2026 FIFA World Cup Stadium [Host City)"); (ii) shall exclusively use for any purposes in relation to the Competition the official Stadium name for the Competition as determined by FIFA, in particular in any DocuSign Envelope ID: E5298723--E0AC-42B1-B205-65B594BCA6A9 press releases, brochures and any other public written or oral statements for the entire term of this Stadium Agreement;
(iii) shall use its best efforts to ensure that the Host City Autho rity and governmental authorities in the Venue shall exclusively use for any purposes in relation to the Competition the official Stadium name for t he Competition as determine d by FIFA, in particular in any press releases, brochures and any other public written or oral statements for the entire term of this Stadium Agreement; and (iv) shall not use itself, and shall ensure that the Stadium naming rights sponsors, as well as the Stadium users do not use, in any press conference, press release, printed materials or any other market ing or promotiona l materials or otherw ise the customary Stadium name with reference to the Stadium naming rights sponsor, owner or user in any context with the Competit ion for the entire term of this Stadium Agreement.

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11.3 12.
12,1

12.1.1 12.1.2
Page so
Stadium Intellectual Property Rights
(i) The Stadium Authority shalt:
a) transfer, free of charge or any further royalty payable, to FIFA all rights in relation to visual representations of its Stadium for exploitation by FIFA or any such third parties authorised by FIFA in any manner of its choosing for the term of this Stadium Agreement and in perpetuity where such use is in relation to the Competition, such as documentary or archive uses or in recorded materials;
b) waive any and all Competition-related rights which may arise by law as a result of its ownership and/or control of its Stadium; and c) upon request by FIFA, execute, free of charge and at Its own costs, in a timely manner and in compliance with any instructions given by FIFA any and all clearances or other documents as may be required by any local, regional, national or other laws, regulations, directives or judicial acts applicable in the Host Country to effect such waiver.
(ii) The Stadium Author ity shall ensure that, In case of any rights of a third party, such third party transfers to FIFA and waives any such rights pursuant to Clause 11.3 (i) above.
(iii) The Stadium Authority undertakes to ensure that no third party uses, and further undertakes not to grant to any other t hird party, the right to use, any visual representation of its Stadium in any manner in relation to the Competition.

SUSTAINABILITY REQUIREMENTS AND HUMAN RIGHTS
Sustainability Requirements
General Principle
(i) The hosting and staging of the Competition creates a significant social, economic and environmental impact in the Host Country. Carefully balancing social, environmental and economic considerations are key to a sustainable event. (ii) The Stadium Authority shall manage any of its activit ies in connection with the construction and renovation of the Stadium, the provision of the Stadium as well as the operation and use of the Stadium in connection with the Competition in a sustainable manner and respecting all Human Rights in accordance with the UN Guiding Principles.

Stadium Sustainability Certifications
(i) The Stadium Authority shall ensure that in case the Stadium is:
dby
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12.2.1 12.2.2

a) newly built or renovated, the Stadium obtains sustainable design, build and operations certifications; and
b) existing, the Stadium obtain sustainable operations certifications.

Given that there are a number of comparable standards for such sustainability certifications, the type and level of certification shall be subject to FIFA's prior approval.
(ii) By no later than 30 April 2025 (Stadium Sustainability Certification Due Date), the Stadium Authority shall ensure that a sustainable design, build and operations certifications has been obtained forthe Stadium.

Human Rights and Labour Standards
General Principle
FIFA is committed itself, and expects all involved stakeholders {including the Stadium Authority) to be fully committed, to respecting all Human Rights in every aspect of the organisation of the Competition, including legacy and post-event related activities.

Undertakings by Stadium Authority
(i) The Stadium Authority shall respect all Human Rights in accordance with the UN Guid ing Principles in all aspects of its activities relating to this Stad ium Agreemen t, in particular with regard to the construction, renovation and preparation of the Stadium (wlth a special attention to a potential resettlement and eviction as well as labour rights including those of migrant workers) and the operation of the Stadium in connection with the Competition, with the understanding that this entails taking adequate measures to:
a) avoid causing or contrib uting to adverse Human Rights impacts through its own activities, and address such impacts when they occur; and b) seek to prevent or mitigate adverse Human Rights impacts that are directly linked to the Stadium Authority's operat ions, products or services by its business relationsh ips, even if the Stadium Autho rity has not contributed to such impacts.
(ii) Following FIFA's reasonable request at any time, the Stadium Authority shall report on its efforts to respect all Human Rights as described in this Clause 12.2, including any relevant information on:
a)
bl
C)
its policy commitment to meet its responsibility to respect all Human Right s and the manner in which such commitment is embedded in the Stadium Authority's operational policies and procedures; its due diligence process to identify, prevent, mitigate and account for how it addresses its impacts on Human Rights;
Its processes to enable the remediation of any adverse Human Rights by
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13.1

impacts it causes or to which it contributes; and
d) its adoption and use of relevant international standards and best practices to prevent, mitigate or remediate adverse Human Rights impacts, including the development of codes of practice and monito ring systems for the protection of workers and other vulnerable groups.
{iii) Without limitation to Clauses 12.2.2 (i) and (ii) above, the Stadium Authority shall:
a) support, and participate in, any multi-stakeholder forum requested or set up by FIFA to facilitate an open and structured dialogue between the relevant stakeholders, including civil society experts, in relation to Human Rights in connection with the Competition and/or the Stadium Authority's activities relating to this Stadium Agreement; and
b) support, and cooperate with, any grievance mechanisms, monitoring activities or such other remediation processes as determined by FIFA {whether established by FIFA, the Member Association, governmental authorities and/or other relevant entities) for individuals and communities who may be adversely impacted in connection with the Competition and/or the Stadium Authority's activit ies relating to this Stadium Agreement.

STADIUM RENTAL FEE AND COSTS
Stadium Rental Fee
{i) In consideration of the provision of the Stadium to, and its use by, the Member Association and FIFA pursuant to Clause 6 above, the operation of the Stadium pursuant to Clause 8 above and the fulfilment of any obligations by the Stadium Authority in relation thereto, and subject to the full compliance with this Stadium Agreement, in particular the Stadium requirements set out in Clause 7 above as well as the 2026 FWC Hosting Requirements, the Stadium Author ity shall be entitled to receive a Stadium Rental Fee to be determined pursuant to the process as described in Clause 13.1 (ii) be low.
{ii) With its execution of this Stadium Agreement, the Stadium Authority has provided a binding initial proposal for the Stadium Rental Fee for the use of the Stadium in connection with the Competition which the Member Association has provided to FIFA as part of its Bid. Such Stadium Rental Fee was required to be based on a standard rental fee per Match Day and non-Match Day on the basis of certain parameters as set out in Annexe 3.

Subsequent to the selection of the Member Association to co-organise the Competition in the Host Country pursuant to Clause 1.3 above and based on the initial proposal for the Stadium Rental Fee provided by the Stadium Authority, FIFA, the Member Association and the Stadium Authority will negotiate in good faith a final Stadium Rental Fee payable to the Stadium Authority. As a result of such negotiations, prior to the selection of the Stadium pursuant Clause 4.3 above, the Stadium Authority provided a final and binding offer for a Stadium Rental Fee as set out in Annexe 3.

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13.2

By the countersignature of this Stadium Agreement by the Member Association as part of the selection of the Stadium pursuant Clause 4.3 above, the Member Association has accepted the Stadium Authority's offer for a Stadium Rental Fee pursuant to the terms as set out in Annexe 3.
(iii) The Stadium Authority agrees and acknowledges that the full payment of the Stadium Rental Fee will be subject to such performance-related conditions as to be agreed between the parties and as to be set out in detail in Annexe 3 as well as the full compliance by the Stadium Authority with the terms and conditions of this Stadium Agreement.
(iv) The Stadium Authority agrees and acknowledges that FIFA will cover and effect directly the Stadium Rental Fee payable to the Stadium Authority.

Costs and Expenses of Stadium Authority
(i) Any and all costs and expenses incurred by the Stadium Authority in relation to the provision, use and/or operation of the Stadium in connection with the Competition and any other obligations fulfilled by the Stadium Authority in relation thereto shall be entirely compensated by the payment of the Stadium Rental Fee. For the avoidance of doubt, the Stadium Rental Fee will cover any costs and expenses incurred by the Stadium Authority in relation to cleaning and waste management, but no costs incurred in relation to the use and consumption of electricity and water which will be borne by FIFA or the relevant third party . (ii) Any costs and expenses incurred by the Stadium Authority in relation to the provision, use and/or operation of the Stadium in connection with the Competition and any other obligations fulfilled by the Stadium Authority in relation thereto in excess ofthe Stadium Rental Fee shall be solely borne by the Stadium Author ity. (iii) Clauses 13.2 (i) and (Ii) above apply to any and all costs and expenses incurred by the Stadium Authority to fulfil any of its obligations as set out in this Stadium Agreement, including any costs and expenses to be incurred by the Stadium Authority under agreements with third parties necessary to fulfil such obligations, such as the provision of spaces outside of the Inner Stadium Perimeter and/or spaces sourced for the Stadium Overlay Infrastructure.
(iv) For the avoidance of doubt, any and all costs and expenses borne and incurred by the Stadium Authority in relation to the construction, renovation and/or preparation of the Stadium which are necessary to fulfil FIFA's requirements as set out in this Stadium Agreement and the 2026 FWC Hosting Requirements, including any costs and expenses for any permanent or temporary equipment, facilities, infrastructure and further engineering systems (such as power supply, elevators, safety systems, access to utilities) used in the Stadium, shall not be considered by the Stadium Authority in the calculation of the Stadium Rental Fee pursuant to Clause 13.1 (ii) above.

The Stadium Authority agrees and acknowledges that the Member Association, FIFA, the 2026 FWC Entity and any other member association (in the event that the Member Association has been selected by FIFA together with other member al d by
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14.1.1

associations to co-organise t he Competition) will not compensate the Stadium Authority for any such costs and expenses.
(i) The Stadium Rental Fee pursuant to Clause 13.1 above is expressed to be exclusive of VAT, sales tax or similar taxes (if any). In line with applicable legislation, VAT, sales tax or similar taxes (if any) may be charged by the Stadium Authority in addition to the Stadium Rental Fee, provided that the Stadium Authority produces and delivers all necessary invoices, confirmations or other documentation as required by applicable legislation and/or as requested by the Member Association and/or FIFA for such VAT, sales tax or similar taxes (if any). (ii) Subject to Clause 13.3 (i) above, each party shall bear its own taxes, duties and levies which result from entering and/or implementation and/or cancellation of this Stadium Agreement.
(iii) The parties agree that they shall cooperate in good faith to m1rnm1se non­ refundable taxes, duties and levies in line with applicable legislation and practice. If applicable legislation and practice provides for refund, reduction or credit of taxes, duties and levies, the parties shall be obliged to apply reasonable best efforts to obtain such refund, reduction or credit and shall issue all necessary forms and/or other documentation as requested by applicable legislation and practice for obtainin g such refund, reduction or credit. For the avoidance of doubt, it shall be stated that such obligation to apply reasonable best effortS for obtaining refund, reduction or credit of taxes does not entitle a party to request amendments or changes to this Stadium Agreement.
(iv) Any tax ruling request to be submitted to tax authorities in connection wit h this Stadium Agreement or dealing with Stadium Authority's relationship to FIFA and/or the Member Associations shall be submitted to, and has to be approved by, FIFA in advance.

COMMERCIAL RIGHTS
Ownership of Rights
General Principle
The Stadium Author ity agrees and acknowledges that:
(i) as the founder of the Competition and as the world governing body of Association Football and based on its organisational, logistical and financial contributions, roles and responsibilities for the hosting and staging of the Competition, FIFA exclusively and solely owns and controls, on a world-wide basis, any and all Media Rights, Marketing Rights~ Intellectual Property Rights and all other commercial or other rights and opportunities (including any title and interest, in relation to the d by
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Competition (which includes any Competition-related Events), whether existing or created in the future;
(ii) FIFA retains the right to exclusively exploit, directly or indirectly, in perpetuity, In any manner, without any restriction, and on a world-wide basis any and all Media Rights, Marketing Rights, Intellectual Property Rights and all other commercial and other rights and opportunities in relation to the Competition (which includes any Competition-related Events), whether existing or created in the future, including the right to create Competition Marks;
(iii) FIFA retains all revenues derived from the exploitation of any and all Media Rights, Marketing Rights, Intellectual Property Rights and all other commercial and other rights and opportunities in relation to the Competition (which includes any Competition-related Events), whether existing or created in the future; (iv) it shall not by itself exploit, or grant or purport to grant to any third party the right to exploit, directly or indirectly, any Media Rights, Marketing Rights, Intellectual Property Rights or any other commercial or other rights and opportunities in relation to the Competition (which includes any Competition-related Events); (v) it shall support FIFA prior, during and after the Competition Period in relation to the exploitation, protection and enforcement of any and all Media Rights, Marketing Rights, Intellectual Property Rights or any other commercial or other rights and opportunities in relation to the Competition (which includes any Competition-related Events) in the Host Country pursuant to this Stadium Agreement and according to FIFA instructions;
(vi) it shall refrain from any, direct or indirect, activity which may result in the infringement of, or unfair competition with, any Media Rights, Marketing Rights, Intellectual Property Rights or any other commercial or other rights and opportunities in relatio n to the Competit ion (which includes any Competition­ related Events) or FIFA; and
(vii) no third party which has not been authorised by FIFA may conduct any activity which may give rise to any association between such party and the Competition (which includes any Competition-related Events) or FIFA or which, directly or indirectly, exploits in any manner the goodwill or image of the Competition.

Transfer and Proof of Rights
(i) To the extent that any local, regional, national or other laws, regulations, directives or judicial acts applicable in the Host Country (or parts thereof) may result in any of the Media Rights, Marketing Rights, Intellectual Property Rights or any other commerc ial or other rights and opportunities, including any title and interest in relation to the Competition as described in Clause 14.1 .1 above falling under the ownership andfor control of the Stadium Authority (whether by virtue of the act of co-organising any Match or otherwise), the Stadium Authority hereby unconditionally waives, pledges and assigns and/or transfers to FIFA with immediate effect with full title guarantee in perpetuity and without any restriction any Media Rights, Marketing Rights, Intellectual Property Rights or any other present or future commercial or other rights and opportunities, including any title and interest in, and to, the Competition) as described in Clause 14.1.1 above for , __
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FIFA's unfettered exploitation, and waives any and all claims to, directly or indirectly, exercise and/or exploit any of such rights and opportunities itself, or to grant to any third party the right to directly or indirectly exercise any of such rights or opportunities. For the avoidance of doubt, the Stadium Authority shall not be entit led to wit hhold, refuse or restrict any waiver, assignment and/or transfer of such rights on the basis of any news access laws or any other local, regional or national laws, regulations, directives or judicial acts applicable in the Host Country. (ii) Any assignment and/or transfer of any Intellectual Property Rights under this Clause 14.1.2 shall be by way of present assignment of future copyright, to the fullest extent possible and for the full term of copyright, including any renewals, reversions or extensions thereof and thereafter in perpetuity. (iii) The Stadium Authority shall inform FIFA in writing and without unreasonable delay if any of the Media Rights, Marketing Rights, Intellectual Property Rights or any other commercial or other rights and opportun ities, including any title and interest in relation to the Competit ion as described in Clause 14.1 .1 above may be deemed to fall under the ownership and/or control of the Stadium Authority, the Host City Authority and/or any other third party under any local, regional, national or other laws, regulat ions, directives or judicial acts applicable in the Host Country. (iv) Upon request by FIFA, the Stadium Authority agrees to execute, free of charge and at their own costs, in a timely manner and in compliance with any instructions given by FIFA any and all clearances or other documents as may be required by any local, regional, national or other laws, regulations, direct ives or judicial acts applicable in the Host Country to effect such assignment, transfer and waiver of such rights to FIFA and to enable the free and unfettered, direct or indirect, exploitat ion of any and all Media Rights, Marketing Rights, Intellectual Property Rights and other present or future commercial and other rights and opportunit ies by FIFA.
(v) In case that the Stadium Authority, the Host City Authority and/or any other third party is prevented from fully and unrestrictedly waiving, pledging, assigning and/or transferring any Media Rights, Market ing Rights, Intellectual Property Rights or any other commercial or other rights and opportunities, including any title and interest In relation to the Competition as described in Clause 14.1.1 above on the basis of any news access laws or any other local, regional or national laws, regulations, directives or judicial acts applicable in the Host Country, FIFA, at its sole discretion, shall be entitled to decide on the manner in which the Stadium Authority, the Member Association and FIFA shall comply with any such news access laws or any other local, regional or national laws, regulations, directives or judicial acts applicable in the Host Country, including any policies, rules and requirements for accessing the relevant sites.
(vi) The Stadium Authority shall incorporate in any agreement with any third party relating to the Competition an appropriate wording to the effect that such third party:
a) irrevocably acknowledges FIFA's exclusive ownership, control and/or unfettered exploitation of any Media Rights, Marketing Rights, Intellectual Property Rights or any other commercial or other rights and opportunities, including any t itle and interest in relation to the Competit ion; and clby
DocuSign Envelope ID: E5298723--E0AC-42B1-B205-65B594BCA6A9 Page~
b) waives any and all claims to, directly or indirect ly, exercise and/or exploit any of such rights and opportunities itself, or to grant to any third party the right to, directly or indirectly, exercise any of such rights or opportunities.

ReseNation of Rights
All rights and opportun ities not expressly granted to the Stadium Authority under this Stadium Agreement are exclusively reserved by FIFA and/or the Member Association (as applicable).

Media Rights
Production
(i) Production Policy
The Stadium Authority agrees and acknowledges that FIFA, at its sole discretion, shall have the sole right to determine the policy and project plan governing the extent and the manner in which, by any means whatsoever (whether now known or hereafter created), the content and/or material being subject to the Media Rights is produced in relation to all Matches and any Competition-related Events staged in the Stadium.

The Stadium Authority further agrees and acknowledges that FIFA, at its sole discretion, shall have the right to appoint the Host Broadcaster and further third party service providers in relation to the production of the content and any other material in connection with the Competition and any Competition-rela ted Events staged in the Stadium.
(ii) Stadium Authority Support
The Stadium Authority shall, to the best of its abilities, provide FIFA, the Member Association, the Host Broadcaster and any further third party service provider appointed by FIFA, with all necessary support in relation to the production of any content or other material in connection with the Competition and any Competit ion-related Events staged in the Stadium. Such support by the Stadium Authority shall be in compli ance with this Stadium Agreement and the 2026 FWC Hosting Requirements and any specific instruction given by FIFA at any time.

Distribution
(i) Distribution Policy
The Stadium Authority agrees and acknowledges that FIFA, at its sole discretion, shall have the sole right to determine the policy and project plan governing the manner in which the Media Rights may be used or exploited, in particular the worldwide television and other media distribution policy for the Competition and any Competition-related Events staged in the Stadium, Irrespective of the distribution format (whether existing or created in the future).
(ii) Stadium Authority Support
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14.3.3

The Stadium Authority shall, to the best of its abilities, provide FIFA and any further third party appointed by FIFA, with all necessary support in relation to the implementation of the distribution policy in the Host Country, including in respect of any necessary discussions with the Government and other governmental or public authorities with respect to any laws, regulations, ordinances or rulings applicable in the Host Country which may have an impact on the implementation of the distribution policy.

Marketing Rights
Market ing Rights Programme
The Stadium Authority agrees and acknowledges that FIFA shall have the sole right to determine the definition, structure, strategy and concept for the exploitation, use, implementation and activation of the Marketing Rights.

Exercise of Market ing Rights
(i} The Stadium Authority agrees and acknowledges that FIFA retains the exclusive right to:
a} conduct, or to appoint any third party to conduct, sales and/or distributions of consumable products (including any food and beverage} and non­ consumable merchandise (including, all officially licensed Competition merchandise, serving containers, cups, packaging, souvenirs, novelties, film, apparel, publications and other similar items) in the Stadium during the Exclusive Use Period. The Stadium Authority shall refrain from conducting any such activity, and shall ensure that no third party not authorised by FIFA will be entitled to conduct such activities in the Stadium; and b) place and/or permit the placing of permanent or temporary, audible or visible advertising of any kind or descript ion within the Stadium (e.g. by installing advertising boards, putting up posters, banners, corporate logos and any other means of advertising}, including on any giant screen(s), scoreboard, video board, wall, fence, equipment, uniform, clothing, bench, concession stand or on the person of any vendor, in the parking and pedestrian areas, restrooms or sanitary facilities, water or other fluid bottles, over the public address system or otherwise, and to carry out advertising and promotional activities in the Stadium.
(ii) The Stadium Authority shall not, under any circumstances:
a} place, or authorise any other Individual or entity to place, advertising or advertising matter or engage in any promotional, public relations, religious, political, commercial or advertising activity of any kind in, on, above, around or about the Stadium without the prior written approval of FIFA; or b) issue any permits or licences for commercial activities of any kind for use within the Controlled Area on Match Days.

FIFA Guidelines
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14.3.4 The Stadium Authority agrees and acknowledges that FIFA may develop and provide to the Stadium Authority, based upon the requirements and aspects and as set out in detail in the 2026 FWC Hosting Requirements, detailed guidelines which will contain all operational, branding, rights protection and other aspects and requirements to be complied with by the Stadium Authority in relation to the exploitation, use, implementation and activation of the Marketing Rights under the Marketing Rights programme. FIFA will provide such guidelines reasonably in advance of the Competition, enabling the Stadium Authority to carry out any required operational and administrative steps.

Stadium Authority Support
The Stadium Author ity shall, to the best of its abilities, provide the Member Association, FIFA and any third parties appointed by FIFA, with all necessary support in relation to the exploitation, use, implementation and activation of the Marketing Rights, including (upon explicit request from, and in full compliance with any specific instruction given by, the Member Association or FIFA) in respect of any necessary discussions with the Host City Authority, in particular in respect of the FIFA Fan Fest and the Venue dressing programme, the Government and other governmental or public authorities with respect to any laws, regulations, ordinances or rulings applicable in the Host Country which may have an impact on the exploitation, use, implementation and act ivation of the Marketing Rights. Such support of the Stadium Authority shall be in compliance with this Stadium Agreement and the 2026 FWC Hosting Requirements and any specific instruction given by the Member Association or FIFA at any time .

No Association of Third Parties
The Stadium Authority shall, through its relevant contraftual arrangements, ensure that its service providers and other contractual partners, including sub-contractors and further third parties forming part of the Stadium Authority's supply chain in connection with the Competition, are expressly prohibited from (i) publicising, making any public or other statements in relation to, the nature of their relationship with the Stadium Authority, and (ii) conducting any other activities which may, in FIFA's opinion, create an association between such entities and/or its products or services and FIFA, the Member Association and/or the Competition.

Programmes and Publications
The Stadium Authority agrees and acknowledges that:
(i) FIFA and/or the Member Association shall be solely entitled to issue the official programmes, publications and other printed matter related to Matches and any Competition-related Events staged in the Stadium in connection with the Competition; and
(ii) no publications or further printed materials other than those issued by FIFA and/or the Member Association may be distributed on the Stadium premises, unless expressly approved by the FIFA and/or the Member Association.

14.4 Use of Products and Services of Commercial Affiliates DocuSign Envelope ID: E5298723--E0AC-42B1-B205-65B594BCA6A9

14.4.1 14.4.3

General Principle
{i) To the extent permitted under applicable laws, in particular any laws governing the procurement of any products and services, the Stadium Authority shall either source from the Commercial Affiliates, or grant them a right of first negotiation and last refusal to provide, all products and services, used by the Stadium Authority in relation to its obligations under this Stadium Agreement, including security, logistical, insurance and any other services, facilities, equipment, infrastructure and resources.
{ii) No corkage fee or any other charge must be imposed upon the Member Association, FIFA or the Commercial Affiliates for any products and services supplied for, and used by the Stadium Authority, or any third party appointed by the Stadium Authority, in relation to its obligations under this Stadium Agreement.

FIFA Support
The Member Association will closely coordinate with FIFA to facilitate any discussions and negotiation between the Stadium Authority and the respective Commercial Affiliate in relation to the terms and conditions for the provision to the Stadium Authority of products and/or services by the Commercial Affiliates. FIFA may establish a procedure to support and promote the sourcing by the Stadium Authority of products and/or services from the Commercial Affiliates.

Third Party Products and Services
In the event that the Stadium Authority has sourced products and/or services from any third party other than a Commercial Affiliate, the Stadium Authority shall ensure that:
(i) any such products and/or services shall not display any branding of such other third party and shall be free and clear from any and all brand identification and advertising. If requested by FIFA, any such products and/or services shall include such branding as determined by FIFA, including Competition-related branding and/or branding of the Commercial Affiliates;
{ii) any such third party shall be prohibited to publicly communicate or promote its supply of any products and/or to provide any services;
(iii) no such third party shall provide any such products and/or services in a manner which, In FIFA's opinion, creates an association between such entities and/or its products and/or services, FIFA and/or the Competition; and (iv) it submits to the Member Association and/or FIFA at least ten {10) days prior to entering into an agreement with such party the final draft of the proposed agreement for the purpose of FIFA's prior written approval.

Further Integration of Commercial Affiliates
(i) The Stadium Authority shall to the extent permitted under the applicable laws, in particular any laws and regulation governing the procurement of any products and services, support and assist FIFA with the integration of the Commercial Affiliates all
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14.5.1 14.5.3
in relation to the provision of any products and services to third parties in connection with the hosting and staging of the Competition, including the construct ion, renovation and preparation of the Stadium. (ii) Such support by the Stadium Authority shall include the provision of relevant information and correspondence in order to allow the Commercial Affiliates to make offers to, or participate in any tenders conducted by, such third parties.

Competition Marks
Introduction
FIFA will create and develop a comprehensive Competition Marks programme, consisting of the creation, international registration, protection and enforcement of Competition Marks.

Ownership and Creation of Competition Marks
(i) The Stadium Authority agrees and acknowledges that FIFA is the sole owner of all Competition Marks as well as FIFA Marks and any other trademarks, designs, names, designations, symbols, identifying music or sounds, logos, mascots, emblems, trophies and other artistic or orthographic representations which refer to, or associate with, the Competition or Competition-related Events and that all rights and goodwill in, and in relation to, the Competition Marks, FIFA Marks and such other marks shall remain vested in FIFA both during and after the term of this Stadium Agreement.
(ii) Any and all goodwill arising from the use of the Competition Marks by the Stadium Authority will inure to the benefit of FIFA.
(iii) The Stadium Authority agrees and acknowledges not to challenge by any means FIFA's ownership of the Competition Marks as well as FIFA Marks and any other trademarks, designs, names, designations, symbols, identifying music or sounds, logos, mascots, emblems, trophies and other artistic or orthographic representations which refer to, or associate with, the Competition or Competition­ related Events.
(iv) The Stadium Authority agrees and acknowledges that FIFA shall have the sole right to determine the concept and strategy for the creation, design, selection and launch of any Competit ion Mark, including the right to change, amend, abandon or modify the concept and strategy for the creation, design, selection and launch of each and any Competition Marks at any time and at its sole discretion.

Stadium Authority Undertakings
(i) No Use of Competition Marks
The Stadium Authority undertakes to refrain from using any Competition Marks. (ii) No Oppositions or Challenges of Competition Marks
DocuSign Envelope ID: E5298723--E0AC-42B1-B205-65B594BCA6A9 The Stadium Authori t y undertakes not t o oppose, and shall ensure that their sponsors do not oppose, or in any other way challenge, any of the trade mark, design copyright, or any other intellectual property right applications filed by FIFA or its affil iates, nominees or Licensees in respect of the Competition Marks and the FIFA Marks. (iii) No Registrations ofthe Competition Marks
The Stadium Aut hority agrees and acknowledges t hat FIFA shall be the sole entity entitled to register any Competition Marks in any territory , including the Host Country.

The Stadium Authori ty undertakes to refrain, and shall ensure that its sponsors refrain, at any time, from applying for any copyright, trademark, design, patent, or any othe r intellectua l property right protection or domain name registration in relation to the Competition Marks as well as FIFA Marks and any other trademarks, designs, names, designations, symbols, identifying music or sounds, logos, mascots, emblems, troph ies and other artistic or orthographic representations which refer to, or associate with, the Competition or Competition-re lated Events, or assist any third party to do so. (iv) No Creation or Use of other Marks
The Stadium Author ity undertakes to not, and to ensure that its sponsors or furthe r contracto rs do not, adopt, create and/or use:
a) any other trademarks, designs, names, designations, symbols, identifying music or sounds, logos, mascots, emblems, trophies and other artistic or orthographic representations which refer to, or associate with, the Competition or Compet ition-related Event s during the term of this Stadium ,:\greement;
b) any registered or unregistered trademarks owned by FIFA, including any Competition Marks or FIFA Marks; or
c) any term or symbol which is confusingly similar to, is a colourable imitation of, or is a derivat ion of, stylisation of, which unfairly competes with, such trademarks.

In particu lar, the Stadium Authority undertakes to refrain from the development, use or registration of any name, logo, trademark, indicia, brand name, symbol, service mark or other mark (whether registered or unregistered) or designation which may be inferred by the public as identifying with FIFA or the Competition, including the words "FIFA", "World Cup", "Coupe du Mende", "Mundial'', "Copa do Mundo", "Copa del Mundo", "WM" or "Weltme isterschaft" (or any other term used in any language to identify the Competit ion), or the development, use or registrat ion of any such marks using dates in connection with the name of the Host Country, any Venue or Host City or any similar indicia or derivation of such terms or dates in any language. (v) Information to Sponsors and Contractors
The Stadium Authority shall inform any of its sponsors and/or further contractors of the required undertakings contained in this Clause i4.5.3.

14.6 Protection and Enforcement of Rights
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14.6.1 14.6.2

Introduction
(i) FIFA will develop and manage an international programme for the registration of Intellectual Property Rights, in particular trademarks, supported by services of a global network of trademark agents.
(ii) FIFA will develop and manage a global brand protection programme for the protection and enforcement of all Media Rights, Marketing Rights, Intellectual Property Rights and all other commercial rights in relation to the Competition, which includes the:
a) protection of all registered and unregistered Intellectual Property Rights belonging to FIFA, including the rights in relation to the Competition Marks; b) prevention, surveillance and enforcement against infringements of, or unfair Competition with, the Media Rights, Marketing Rights, Intellectual Property Rights and all other commercial rights in relation to the Competition; and c) creation and development of an on-site strategy to protect the Competition and Competition-related Events in the Host Country in coordination with the Stadium Authority, the Member Association and other relevant national and local authorities.

Stadium Authority Obligations
(i) Stadium Authority Requirements
The Stadium Authority shall not conduct any Ambush Marketing activities itself, and shall refrain from authorising, or in any other manner permitting, or enabling, any of their sponsors, service providers and other contractors, forming part of the Stadium Authority's supply chain in connection with the Competition or any unauthorised third party to create, in FIFA's opinion, any association with FIFA and/or the Competition. (ii) Stadium Authority Support
The Stadium Authority agrees and acknowledges to actively co-operate with FIFA in relation to the implementation of the brand protection programme to ensure, to the fullest extent possible, the effectiveness of the brand protection programme in the Host Country and the adequate protection of the Competition (which includes any Competition-related Events), against Ambush Marketing activities. In particular, the Stadium Authority shall provide FIFA with all assistance and support specifically requested by FIFA in respect of the active protection and enforcement of the Competition Marks prior to and during the Competition Period in the Host Country. y
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15.1.1 INSURANCE
Insurance Concept for Competition
Overall Insurance Assessment
(i) FIFA will conduct an overall insurance assessment for the entire Competition and, based on the outcome of this insurance assessment develop a detailed overall insurance concept in relation to all insurances to be secured by FIFA and/or the Member Association in connection with the Competition, including the use of the Stadium for the Competition.
(ii) The Stadium Authority shall support FIFA in relation to the overall insurance assessment for the entire Competition by providing the Member Association with any relevant information regarding the insurance coverage for the Stadium in such manner as requested by FIFA.

Mandatory Insurance Coverage
(i) Irrespective of FIFA's overall insurance assessment pursuant to Clause 15.1.1 above, the Stadium Authority shall secure and/or maintain, at its own costs, the minimum insurance coverage in relation to the use of the Stadium for the Competition as set out in Clause 15.2 below and in compliance with the insurance policy requirements pursuant to Clause 15.3 below.
(ii) In any case, the Stadium Authority shall present to the Member Association for its disclosure to FIFA-any existing insurance policy in relation to the use of the -Stadium for the Competition. The Mem_ber Association and/or FIFA, at their sole discretion, may request changes of, or modifications or amendments to, the existing policies pursuant to Clause 15.1.2 (iii) below and the Stadium Authority shall comply with any of such requests.
(iii) In the event of a request by the Member Association or FIFA for changes of, or modifications or amendments to, the existing policies, the Stadium Author ity, the Member Association and FIFA shall closely coordinate any such changes, modifications or amendments. The Stadium Authority agrees and acknowledges that any changed, modified or amended insurance policy shall be proposed to the Member Association and/or FIFA, for their prior written approval, before securing any changed, modified or amended insurance policies.
(iv) The Stadium Authority shall:
a) secure all insurance policies, including all necessary changes, modifications and amendments thereto, for the insurance coverage in relation to the use of the Stadium for the Competition pursuant to Clause 15.2 below by no later than two (2) years prior to the Opening Match; and
b) maintain any such insurance policies throughout the remaining term of this Stadium Agreement pursuant to Clause 15.3 (iv) below.
{v) The Stadium Authority shall incur all costs and expenses in relation to the insurance coverage in relation to the use of the Stadium for the Competition DocuSign Envelope ID: E5298723--E0AC-42B1-B205-65B594BCA6A9

15.2 15.2.1
Page65
pursuant to Clause 15.2 below. The Stadium Rental Fee pursuant to Clause 13.1 above will cover any costs and expenses incurred by the Stadium Authority in relation to changes of, or modifications and amendments to, the existing insurance coverage for the Stadium. FIFA will not cover any such costs and expenses incurred by the Stadium Authority in relation to the existing insurance coverage for the Stadium.

Insurance Coverage
General Third Party Liability Insurance
(i) By no later tha he Opening Match ofthe Competition, the Stadium Authority shall secure and/or maintain comprehensive and adequate general third party liability insurance coverage for the entire Exclusive use Period with a minimum Insuring limit of
- he Stadium Authority agrees and acknowledges that, based on the overall insurance assessment pursuant to Clause 15.1.1 above, the Member Association and/or FIFA, at their sole discretion, may unilaterally request a modification, reduction or increase of such minimum insuring limit. (ii) The general third party liability insurance pursuant to Clause 15.2.1 (i) above shall:
a) be written on a loss occurrence basis;
b) be secured and/or maintained for each occurrence of any direct or indirect property damages, financial losses ar:id/or bodily injuries arising out of the CQnduct by the Stadium Authority, its directors, employees, representatives, advisors or any third party acting on behalf of the Stadium Author ity, in connection with the exercise of any of Its rights, or the fulfilment of any of its obligatio ns, under this Stadium Agreement;
c) provide coverage in broad form, including coverage for any bodily injury, property damage and/or financial loss as well as contractual liability, personal injury liability, independent contractors' liability, premises/operations liability and products/completed operations liability; and
d) not contain any exclusions in respect of liability for property damages, financial loses and/or bodily injuries through terrori sm or liability for injury to participants.

Property and Equipment Insurance
(i) The Stadium Authority shall secure, with the effect for the remaining term of this Stadium Agreement, comprehensive and adequate property and equipment insurance with a coverage for any loss of use of, or direct or Indirect damage to the Stadium, including any facilities, equipment and infrastructure including any information technology assets within the Stadium arising from any and all risks and perils as may be insured against by commercially available insurance policies for such facilities, but in no event less broad than "all risk" insurance including earthquake, fire, flood, thunderstorms and any other natural catastrophe and acts y
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15.3

of terrorism.
(ii) In the event that the Stadium Authority elects to secure an insurance policy:
a)
b)
the risk for such missing and/or insufficient insurance coverage shall be entirely the responsibility of the Stadium Authority. The Member Association reserves the right to examine the economic suitability of these restrictions in insurance coverage and, if necessary, to request amendments at the expense of the Stadium Authority.
(iii) By no later than ~ rior to the Opening Match of the Competition, the Stadium Authori ~ ~ that the Stadium Authority and their insurer of the property and equipment insurance pursuant to Clause 15.2.2 (i) above, provides the Member Association and/or FIFA with an irrevocable waiver of recourse with respect to the use of the Stadium for the Competition for the benefit of the Member Association, FIFA, the 2026 FWC Entity, any other member association (in the event that the Member Association has been selected by FIFA together with other member associations to co-organise the Competition), any appointed service providers and/or their respective directors, officers, members, agents, auxiliary persons, representatives and employees.

Insurance Policy Requirements
(i) Insurers
Any insurance policies secured by the Stadium Authority must be obtained from an insurer of recognised international standing. The Stadium Authority shall submit the identity of the Stadium Authority's proposed insurers to the Member Association and/or FIFA, for FIFA· s prior written approval.
(ii) Indemnification
By no later than he Opening Match, the Stadium Authority shall submit to the M itten pledge indemnifying and holding harmless FIFA and the Member Association against any and all losses, damages and claims arising from issues subject to the insurance policies referred to in Clause 15.2 above. (iii) Additional Insured Entities/ Assignment
a) The Stadium Authority shall ensure that the Member Association, FIFA and/or any third party nominated by FIFA or the Member Association be named as an additional insured party under each of the insurance policies referred to in Clause 15.2 above.
by
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b) For the purpose of covering any direct or indirect damages, or losses suffered by the Member Association and FIFA, or any liabilities of the Member Association and FIFA, the Stadium Authority hereby agrees to:
• assign to the Member Association and/or FIFA in advance any and all rights related to such insurance policies entered into by the Stadium Authority pursuant to this Stadium Agreement, In particular any and all rights to receive any proceeds from such insurance policies entered into by the Stadium Authority pursuant to this Stadium Agreement; and
• execute upon the Member Association's request all documents as may be necessary to perfect such assignment in such manner and at such time as requested by the Member Association (Including notifications to the relevant Insurers).
(iv) Maintenance of Insurance Policies
a)
b)
c)
d)
e)
The Stadium Authority shall ensure that all Insurance policies entered into by the Stadium Authority pursuant to this Stadium Agreement are maintained during the remaining term of this Stadium Agreement.

The Stadium Authority shall not be entitled to terminate any such insurance policies or waive or amend any provision of such policies, unless otherwise agreed in writing by the Member Association.

The Stadium Authority shall ensure that all such insurance policies contain a provisi~ to notify the Member Association in writing
at leas1111111111111111 ny purported termination of such policy.

The Stadium Authority agrees and acknowledges that the adequate insurance coverage in full compliance with this Stadium Agreement and the maintenance of such insurance coverage during the remaining term of this Stadium Agreement is a material obligation of the Stadium Authority hereunder and of its sub-contractors under their respective agreements.

In the event that the Stadium Authority fails to comply with this Clause 15.3 (Iv), the Stadium Authority shall be liable to the Member Association for any costs and expenses incurred by the Member Association to secure and maintain the respective Insurance policies instead of the Stadium Authority or alternatively any damages and losses suffered by the Member Association or FIFA which would otherwise have been covered by the required insurance policies.

DocuSign Envelope ID: E5298723--E0AC-42B1-B205-65B594BCA6A9 :1.6.
:16.1

MISCELLANEOUS
Representations and Warranties
The Stadium Authority represents, warrants and undertakes that:
(i) it has, and will continue to have throughout the term of this Stadium Agreement, the full right and authority to enter into this Stadium Agreement, and to accept and perform its obligations under this Stadium Agreement; (ii) this Stadium Agreement, once fully executed by both parties, will be enforceable against the Stadium Authority in accordance with its terms; (iii) it is not aware of any impediment or restriction which impairs or restricts, or might impair or restrict, the performance of its obligations under this Stadium Agreement;
(iv) it has not concluded, and will not conclude, any agreement with any entity which would restrict or prohibit the Member Association, FIFA and/or the Commercial Affiliates from exercising their rights in relation to the Competition; (v) the execution, delivery and performance of this Stadium Agreement shall not conflict with, or const itute a breach of, or default under, any commitment, agreement or instrument to which the Stadium Authority is a party or by wh ich it is bound. In particular, the Stadium Authority warrants that the execution and performance of the obligations under this Stadium Agreement do not violate in any respect any laws or regulations of the Host Country or any decision of any judicial or other competent body or authority in the Host Country; (vi) it will perform all its obligat ions hereunder in full compliance with the terms of this Stadium Agreement and by applying the highest standard of care; (vii) the conclusion and performance of this Stadium Agreement has been duly authorised by all necessary corporate actions of the Stadium Authority, and do not contravene the certificate of incorporation or the by-laws of the Stadium Authority, and will not result in a breach of, or constitute a default under, any contractual obligations of the Stadium Authority; and
(viii) there are no actions, suits or proceedings pending or, to the best knowledge of the Stadium Authority , threatened against the Stadium Authority before any court, tribunal or governmental body, agency or other author ity which might substantially and adversely affect the financial condition of the Stadium Authority and/or its ability to perform its obligations under this Stadium Agreement.

, __
DocuSign Envelope ID: E5298723--E0AC-42B1-B205-65B594BCA6A9 i6.2 Term

(i) The term of this Stadium Agreement commences on the date of its conclusion pursuant to Clause 2.1 (iii) above and will expire on 31 December 20261 unless previously terminated in accordance with the provisions of Clause 16.3 below. (ii) For the avoidance of doubt, the provisions of Clauses 4.4, 141 16.31 16.71 16.81 16.10, 16,131 16.141 16.16, 16.171 i6.19 and 16.20 shall survive expiry or early termination of this Stadium Agreement.
(iii) In the event that the Stadium is not selected for the use for the Competition and the Member Association does not accept the irrevocable offer by the Stadium Authority as established in the unilaterally executed Stadium Agreement, the provisions of Clauses 4.41 14, 16.7, 16.8, 16.10, 16.13, i6.14 1 16.16, 16.17, 16.19 and

16.20 shall remain binding for the Stadium Authority, the Member Association, the other member associations (if applicable) and FIFA as third party beneficiary.

Termination
Termination by Member Association
(I) General Principle
With respect to the termination of this Stadium Agreement by the Member Association, the following applies:
a) The Member Association shall not have the right for ordinary termination of this Stadium Agreement.
b) The Member Association shall, by written notice, have the right for an extraordinary terminat ion with immediate effect of this Stadium Agreement, completely or in part, for important grounds as a result of which the continuation of this Stadium Agreement can no longer be reasonably expected from the Member Association and/or FIFA. For the avoidance of doubt, this provision shall constitute an independent terminat ion reason and shall not be relevant in connection with the interpretation of the other termination reasons.
c) The Member Association shall, by written notice, have the right for an extraordinary terminat ion with immediate effect of this Stadium Agreement, if the Host City Agreement with the relevant Host City Authority or the Hosting Agreement is terminated for whatever reason. d) The Stadium Aut hority agrees and acknowledges that, Irrespective of the Member Association's rights under Clause 16.3.1 (i) above, the Member Association shall have the right to terminate this Stadium Agreement on such grounds as set out in, and pursuant to, Clause 16.3.1 (ii) and (iii) below. e) The Member Association shall not be entitled to terminate this Stadium Agreement without the prior written consent of FIFA to be explicitly notified in writing by FIFA directly to the Stadium Authority. The Stadium Authority Jled by
DocuSign Envelope ID: E5298723--E0AC-42B1-B205-65B594BCA6A9 agrees and acknowledges that a written notice from FIFA only shall be sufficient and shall be considered a written a notice from FIFA and the Member Association.
{Ii) Termination Rights in case of Stadium Authority-related Grounds The Member Association shall have the right to terminate this Stadium Agreement, completely or in part, with immed iate effect by written notice:
a) if the Stadium Authority declares insolvency or insolvency proceeding are filed at the competent authority in the Host Country;
b) if the Stadium Authority enters into a composit ion proceeding or ceases to carry out its business operations;
c) if the Stadium Authority enters into bankruptcy proceedings or upon the commencement or opening of any formal proceedings undertaken for the express purposes of the liquidation, winding-up, dissolution and/or removal from the corporate register of the Stadium Authority;
d) if the selection of the Stadium is revoked pursuant to Clause 4.5 {ii) above; and/or
e) subject to Clause 16.3.1 (iv) below, if the Stadium Authority materially violates any terms of this Stadium Agreement.
(iii) Terminat ion Right in case of Force Majeure
In case of a force majeure event as described in Clause 16.4 below, the Member Association shall have the right to terminate this Stadium Agreement with immediate effect by written notice, as follows :
a) If such force majeure event prevents, or is likely to prevent, the Member Association from complying with any obligation under this Stadium Agreement, the Member Association shall be entitled to partially terminate this Stadium Agreement in connection with such obligation. b) If such force majeure event prevents, or is likely to prevent, the Member Association from complying with any material obligation under this Stadium Agreement, or creates, or is likely to create, a significant impact on the hosting and staging of any of the Competition, the Member Association shall be entitled to completely or partially terminate this Stadium Agreement. (iv) Cure Period
With respect to Clause 16.3.1 (ii) d) above, the Member Association shall notify the Stadium Authority and give the Stadium Authority the opportunity to remedy the violation within a reasonable period of time. If the violation is not remedied to the Member Association's and FIFA's reasonable satisfaction within such cure period, the Member Association shall have the right to terminate this Stadium Agreement. (v) Consequences of Termination
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In case of termination of this Stadium Agreement, completely or in part, by the Member Association, t he Stadium Authority shall:
a) not have any claims or rights to damages or further compensation against the Member Association and/or FIFA, FIFA's and/or the Member Association's subsidiaries and/or their directors, officers, members, agents, auxiliary persons, representatives and employees, and expressly waives all such rights;
b) indemnify FIFA and the Member Associat ion, FIFA's and/or the Member Association's subsidiaries and other concerned parties for all damages of whatever nature in such cases described, and subject to the terms and conditions set out, in Clause 16.16 below; and
c) refrain from making any public statement in connection with such term ination, unless otherwise explicitly approved by the Member Association and/or FIFA in writing prior to such statement.

Termination by the Member Association shall be without prejudice to any obligations due to be performed by the Stadium Author ity, or claims accrued against the Stadium Authority, prior to such termination and shall not be construed as a waiver of any such existing rights and/or claims.

Termination by Stadium Authority
(i) ·General Principle
With respect to the terminat ion of this Stadium Agreement by the Stadium Authority, the follow ing applies:
a) The Stadium Authori ty shall not have the right for ordinary termination of this Stadium Agreement; and
b) the Stadium Autho rity shall, with written notice, have the right for an extraordinary termination of this Stadium Agreement, completely or on part, with immediate effect for important grounds as a result of which the continuation of this Stadium Agreement can no longer be reasonably expected from the Stadium Author ity.
(ii) Consequences of Termination
In case of termination of this Stadium Agreement by the St adium Authority, irrespective of the terminat ion the Stadium Authority shall refrain from making any public stateme nt in connection with such termin ation, unless otherw ise explicit ly approved by the Member Association and FIFA in writing prior to such statement.

Termination by the Stadium Authority shall be without prejudice to any obligations due to be performed by the Member Association, or claims accrued against the Member Association, prior to such termination and shall not be construed as a waiver of any such existing rights and/or claims.
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