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BAY AREA, CALIFORNIA
ADDENDUM
TO HOSTING AGREEMENTS
FIFA
WORLD CUP 2026
This A ddendum to Hosting Ag
reements (thi s “Addendum”) is made and entered into by and among Federation Internationale de Football Association ( “FIFA”), Bay Area Host Committee (the “Host City Authority”, and collectively with any Hosting SPV that may be formed pursuant to Section 1(b) below, the “Host Committee”) and Forty Niners Stadium Management Company LLC (the “Stadium Authority”).
Each of FIFA, the Host Committee and the Stadium Authority are sometimes referred to herein as a “Party” and collectively as the “Parties”. The Host Committee and the Stadium Authority are referred to herein collectively as the “Host City Parties”. Capitalized terms used herein without definition have the meanings set forth in the applicable Hosting Agreement (as defined below).
WHEREAS, as part of the Bidding P
roc
ess conducted in 2018, FIFA was provided with the following agreements unilaterally executed by the Host City Authority and the Stadium Authority (as applicable): (i) that certain Host City Agreement, b
y and among FIFA, United States Soccer Federation, Inc. (the “Member Association”) and the Host City Authority (the “ Host City Agreement ”); and (ii) that certain Stadium Agreement by and between the Member Association and the Stadium Authority (the “ Stadium Agreement”), in each case, a copy of which is attached as Exhibit A hereto (the Stadium Agreement and the Host City Agreement shall be referred to herein collectively as the “Hosting Agreements”); WHEREAS, the Parties ack
nowledge that the unilateral execution of the Hosting Agreements by the Host City Parties constituted (and continues to constitute) an irrevocable offer to be appointed as a host city and stadium for the Competition on the terms and conditions as set out in the Hosting Agreements; and
WHEREAS, the Parties wish to amend an
d/or supplement (as applicable), and otherwise reaffirm, the Hosting Agreements previously submitted by the Member Association and the Host City Parties in accordance with the terms hereof and to, in each case, restate, re-submit and novate such Hosting Agreements (as amended hereby) as irrevocable offers solely and directly to FIFA as further described herein.
NOW, THEREFORE, for good and
valuable consideration, the Parties hereby agree that the Hosting Agreements will be amended and/or supplemented as follows:
1. Structure.
a. FIFA.
i. The Parties acknowledge that, notwithstanding anything to the contrary in the Hosting Agreements and as further described in Section 13 below, FIFA alone, and not the Member Association, will be the Host City Part ies’ counterparty to the Hosting Agreements and upon submission of this Addendum unilaterally signed by the Host City Part ies, each of the Hosting Agreements shall continue in the same state as it was immediately prior thereto (except as modified hereby) in full force and effect as a direct irrevocable offer from the Host City Parties to FIFA upon all of the terms, covenants, provisions and conditions set forth in each such Hosting Agreement. The Parties further agree that upon DocuSign Envelope ID: E5298723-E0AC-42B1-B205-65B594BCA6A9
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the subsequent countersignature of this Addendum by FIFA, if and as applicable, the Hosting Agreements (as modified hereby) shall be legally binding agreements by and among FIFA and the Host City Parties, and no other person or entity shall be a party thereto unless otherwise determined by FIFA in accordance with the terms of the Hosting Agreements, without the need for the execution of any further instr ument. In furtherance of the foregoing, the Parties acknowledge that, on a prospective basis, all references to the Member Association in the Hosting Agreements shall be references to FIFA, mutatis mutandis, unless the context otherwise requires (e.g., references to actions or activities that were done by the Member Association prior to the date of this Addendum).
ii. FIFA hereby notif ies the Host City Parties under Section 2.2(i) of the Hosting Agreements that FIFA has established FWC2026 US, Inc. in the United States as the 2026 FWC Entity under the Hosting Agreements, and that FIFA has established FWC26 Canada Football Ltd. in Canada as one of the 2026 FWC Subsidiaries and intends to establish a company in Mexico as another 2026 FWC Subsidiary. Unless and to the extent otherwise instructed by FIFA, FIFA, the 2026 FWC Entity and the 2026 FWC Subsidiaries (together, the “ FIFA Parties”) will provide all instructions and communications to the Host City Parties in respect of the Competition and the Host City Parties shall act in accordance with such instructions and communications. Notwithstanding the foregoing, FIFA may assign specific roles a nd responsibilities amongst and between FIFA, the 2026 FWC Entity and the 2026 FWC Subsidiaries, and following notification of such roles and responsibilities to the Host City Parties, the Host City Parties should only look to the relevant entity(ies) for instructions and communications in respect of the roles and responsibilities assigned to them. In the event that the Host City Parties receive inconsistent instructions or communications from FIFA, the 2026 FWC Entity and/or any of the 2026 FWC Subsidiaries, the Host City Parties shall notify FIFA of the inconsistency and follow FIFA’s instructions on the matter. The Host City Parties acknowledge that the rights and obligations hereunder (and under the Hosting Agreements) may be exercised and/or performed by FIFA or any other FIFA Party, and all references herein to FIFA shall be deemed to also include the FIFA Parties, in each case, at FIFA’s election. b.
2. Infor
mation a
nd Reporting; Col laboration with FIFA.
a. The selected Host Committees and Stadiums will play an integral role , under FIFA’s direction, in delivering a world-class and truly unforgettable Competition. Accordingly, and in order to ensure a unified hosting strategy for the Competition across cities, the Host City Parties agree to report to FIFA all material information and developments regarding their activities in preparation for the Competition
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and to coo perate and comply with FIFA’s
instructions, directions and overall strategic vision regarding the same b. Upon selection, the Host City P arties will also actively support, collaborate and communicate with FIFA on a meaningful and consistent basis regarding fulfillment of their obligations under the Hosting Agreements. In furtherance of the foregoing , FIFA currently intends to have local personnel of the 2026 FWC Entity and offices in each Host City to foster a strong working relationship between FIFA and the Host City Parties and ensure compliance with the Hosting Agreements, as well as to act as a resource for Host City Part y personnel with respect to the goals and objectives of FIFA in connection with the organization and staging of the Competition and otherwise to ensure the timely and successful implementation of the various initiatives relating to, and preparation by the Host City Parties for, the Competition. To facilitate such collaboration, the Host City Parties will make available to FIFA at no cost, commencing no later than January 1, 2023:
i. office space for personnel of FIFA at the Stadiu m , Host City center or another similar location acceptable to FIFA until the end of the Competition, which such office space shall be large enough to accommodate up to and shall be equipped as reasonably required by FIFA; or
ii.
c. In order to ensure a unified hosting strategy for the Competition across cities as described above, FIFA intends to establish a cross-city working group which will meet and collaborate on a regular basis. At FIFA’s request, the Host City Parties will appoint one or more persons to serve as part of such working group.
d. The Host City Parties acknowledge and agree that, in staging an expanded FIFA World Cup tournament, it is imperative that FIFA has the right and ability to ensure that the tournament is staged in a world-class manner that serves the game, tournament, teams, fans and all stakeholders. As such, FIFA is unfettered in its right and ability at all times to consider and select any host cities and stadiums for the Competition, including with respect to the process for and timing of such selections.
3. Stadium Rental Fees.
a. Amount; Included Services. Notwithstanding anything to the contrary in any of the Hosting Agreements, the Stadium Rental Fee will be comprised of the Basic Stadium Rental Fee (if any) and the Variable Stadium Rental Fee, and will be calculated in accordance with this Section 3(a) and Exhibit B attached hereto. The Stadium Authority acknowledges and agrees that it will (i) provide FIFA with use of the Stadium on Match Days and non -Match Days throughout the Exclusive Use Period described in Section 6.2.1 of the Stadium Agreement and the non -exclusive use period described in Section 6.2.2 of the Stadium Agreement, in each case in accordance with the terms of (and without limiting its obligations DocuSign Envelope ID: E5298723-E0AC-42B1-B205-65B594BCA6A9
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in) the Stadium Agreement and the 2026 FWC Hosting Requirements, and in consideration for the “Basic Stadium Rental Fee” set forth in Part I of Exhibit B; and (ii) as and to the extent requested by FIFA, provide the “Basic Services” set forth on Exhibit B at the rates for such requested services set forth in Part II thereof (the “Variable Stadium Rental Fee”). The Stadium Authority further agrees to, at FIFA’s request, help facilitate discussions and/or negotiations with incumbent third party service providers at the Stadium (e.g., concession aires) regarding the potential use of such service providers in connection with the Competition. For purposes of clarity and for the avoidance of doubt, (i) FIFA shall have no obligation to use any of the services set forth on Exhibit B or the services of any incumbent third party service providers at the Stadium; and (ii) other than the obligation to pay the Stadium Rental Fee calculated in accordance with Exhibit B (and any applicable taxes pursuant to Section 13.3 of the Stadium Agreement and for the consumption of water and electricity pursuant to Section 13.2(i) of the Stadium Agreement), none of the FIFA Parties nor the Member Association will be responsible for paying or reimbursing any Host City Party for any costs or expenses incurred in connection with fulfilling their obligations under the Hosting Agreements and th e 2026 FWC Hosting Requirements, or otherwise incurred in connection with the Competition. The Parties acknowledge and agree that the list of Basic Services set forth on Exhibit B is not exhaustive and is not intended to limit any of the Host City Parties’ other obligations set forth in the Stadium Agreement or elsewhere in the Hosting Agreements, the 2026 FWC Hosting Requirements or otherwise.
b. Payment Terms.
i. The Stadium Authority shall be entitled to receive the Stadium Rental Fee subject to its fulfilment of all of the obligations and requirements of the Stadium Agreement as set out in Section 13.1(i) of the Stadium Agreement. The Stadium Rental Fee shall be payable by or on behalf of FIFA to the Stadium Authority in advance and subject to the foregoing as follows:
A. One-third (1/3) of the Basic Stadium Ren t al Fee will be payable on or prior to the date that is six (6) months prior to the first match of the Competition; B. One-third (1/3) of the Basic Stadium Rental Fee will be payable on or prior to the date that is ninety (90) days prior to the first match of the Competition; and C. One-third (1/3) of the Basic Stadium Rental Fee will be payable on or prior to the date that is thirty (30) days prior to the first match of the Competition. ii. On or prior to the date that is ninety (90) days p rior to the commencement of the Exclusive Use Period, the Stadium Authority will provide FIFA with an estimate of the Variable Stadium Rental Fee based on the Basic Services that have been requested by FIFA as of such date, along with reasonable back -up documentation evidencing the same. Thirty percent (30%) of such estimated Variable Stadium Rental Fee shall be payable by or on behalf of FIFA on or before the date that is thirty (30) days prior to the commencement of the Exclusive Use Period, thirty percent (30%) of such estimated Variable Stadium Rental Fee shall be payable by or on behalf of FIFA on or before the commencement of the Exclusive Use Period and all remaining amounts of the Variable Stadium Rental Fee will be payable within thirty (30) days of FIFA’s receipt of a final, itemized and complete cost statement outlining the final actual Variable Stadium Rental Fee amount calculated following the conclusion of the Competition. FIFA will have the right to audit the Stadium Authority’s books of account and other records in connection with the Basic Services items to verify the accuracy of any final cost statement for up to one (1) year following the conclusion of the Competition, in each case, during regular business hours and on DocuSign Envelope ID: E5298723-E0AC-42B1-B205-65B594BCA6A9
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all of which when taken together shall constitute but one contract. Delivery of an executed counterpart of this Addendum by facsimile or electronic (i.e., PDF of Docusign) transmission will be effective as delivery of a manually executed counterpart of this Addendum.
b. Headings. Section headings used herein are for convenience of referenc e only, are not part of this Addendum and are not to effect the construction of, or to be taken into consideration in interpreting, this Addendum.
c. Ratification of Prior Agreements . The Parties ac knowledge and agree that, notwithstanding anything to the c ontrary in the Hosting Agreements, the unilateral execution of this Addendum by the Host City Parties hereby constitutes an irrevocable offer directly to FIFA to be appointed as a host city and stadium to be used in connection with the Competition on the terms and conditions as set out in the Hosting Agreements (as modified hereby). Except as expressly modified or supplemented by this A ddendum ( which is hereby deemed to be incorporated as part of the Hosting Agreements submitted as part of the Bid for consideration by FIFA), the terms and provisions of the original Hosting Agreements submitted by the Host City Parties and attached as Exhibit A are hereby ratified and approved, and the Host City Parties hereby confirm that FIFA shall be entitled to countersign this Addendum at any time prior to one (1) month subsequent to the selection by FIFA of the candidate host cities and stadiums.
The Parties acknowledge that the Hosting Agreements and this Addendum shall come into full legal effect for all Parties if and when FIFA accepts the offer by the Host City Par ties by providing them with a countersigned version of this Addendum, and that no further signatures (on the Hosting Agreements or otherwise) shall be required for all terms and conditions of the Hosting Agreements (as modified hereby) to become binding on the Host City Parties and FIFA. The Parties further acknowledge and agree that, as part of the Bidding Process conducted in 2018, FIFA was provided with certain other agreements and documents relating to the use of Training Sites and Airports in and aro und the Host City that were unilaterally executed by the applicable Airport Authority or Training Site Authority (the “ Ancillary Agreements”). The Host City Parties agree that, promptly following the selection of the host cities and stadiums by FIFA, they will use best efforts to cause the applicable Training Site Authorities and Airport Authorities to sign an acknowledgement to similarly restate and re -submit the applicable Ancillary Agreements as direct, irrevocable offers to FIFA in lieu of the Member Association. d. Role of Member Association; Third Party Beneficiary . Effective as of the date of this Addendum, the Member Association shall have no further rights or obligations, monetary or otherwise, under the Hosting Agreements except as exp ressly set forth herein and all obligations and duties owed or required to be performed by the Member Association under the Hosting Agreements are hereby irrevocably waived and released by each of the Host City Parties. Without limiting the foregoing, the Host City Part ies hereby generally and unconditionally release the Member Association and its officers, directors, employees and affiliates of and from any and all claims, demands, rights, actions, causes of action, suits, liabilities, contracts, covenants, obligations, damages, losses, expenses (including, without limitation, attorneys’ fees), penalties, costs and allegations of any kind, nature, and character whatsoever, whether legal, contractual, statutory, administrative or equitable in nature or otherwise, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, anticipated or unanticipated, that they now own, hold, have or claim to have, or owned at any time, held, had or claimed to have had or may come to own, hold, have or claim to have against the Member Association and its officers, directors, employees and affiliates attributable to any acts, inactions or agreements occurring on or prior to the date hereof with respect to the Hosting Agreements. Each party hereto hereby represents and warrants that it has read Section 1542 of the Civil Code of the State of California, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DocuSign Envelope ID: E5298723-E0AC-42B1-B205-65B594BCA6A9
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DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE
AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” In furtherance of the foregoing intention, the Host City Parties hereby waive and relinquish any rights and benefits that they may have as a person granting a release under any applicable law of any jurisdiction, including for clarity such Section 1542. Notwithstanding the foregoing, the Parties acknowledge and agree that the Member Association shall nonetheless be entitled to all of the rights and benefits of the indemnification, insurance and limitation of liability provisions described herein and in the Hosting Agreements as if the Member Association were a party thereto. The Parties hereby agree that the Member Association is an express third-party beneficiary under the Hosting Agreements and this Addendum for such purposes (including, without limitation, the waiver and release above), with the full power and authority to enforce the applicable provisions of the Hosting Agreements and this Addendum as if it were a party.
e. Governing Law; Arbitration. The “Governing Law” and “ A rbitration” sections of the Hosting Agreements shall apply, mutatis mutandis, to any disputes under this Addendum. f. Notices. Any notices to FIFA under Section 14.7 or 16.7 of the Hosting Agreements (as applicable) shall be given in writing at the following address, unless notification of a change of address is given in
writing:
FIFA-Strasse 20
Switzerland
Facsimile:
Attention: Chief Tournament & Events Officer
Copy: Director of Commercial & Corporate Legal
[Signature Page Follows]
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EXHIBIT A
Hos
ting Agreements
[See a
ttached.]
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EXHIBIT B
Sta
dium Rental Fees
[See at
tached.]
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EXHIBIT C
Stadi
um Footprint Map
[See att
ached.]
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EXHIBIT D
Stadi
um Renovation Plans
[See att
ached.]
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EXHIBIT E
[See att
ached
.]
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EXHIBIT F
[See att
ached
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