Hem 6
Santa Clara Stadium
Authority
Action on the Proposed FIFA World Cup 2026 Assignment and Assumption Agreement with Bay Area Host Committee (BAHC) and Forty Niners Stadium Management Company LLC (ManCo), Proposed "Field Improvements" Required by FIFA in Connection with the Event, a Guaranty of Certain 2026 FIFA World Cup Obligations Executed by Forty Niners Football Company LLC (TeamCo) in favor of the City and Stadium Authority, and Related Actions
February 11, 2024, #25-99
City of SCSA
Santa Clara
SANTA CLARA STADIUM AUTHORITY
The Center of What's Possible
POST MEETING MATERIAL
Jovan Grogan
• City Manager / Executive Director, Santa Clara Stadium Authority Presenters
• Glen Googins
• City Attorney / Authority Counsel, Santa Clara Stadium Authority SCSA City of
Santa Clara
SANTA CLARA STADIUM AUTHORITE
The Center of What's Possible
Agenda
• Executive Summary
• Background
• FIFA World Cup 2026 Assignment and Assumption
Agreement
• Summary of Key Terms Including Guaranty
Agreement
• Staff Recommendation
• Next Steps
SCSA City of
Santa Clara
SANTA CLARA STADIM AUTHORITY
The Center of What's Possible
Executive Summary
SCSA City of
Santa Clara
SANTA CLARA STACIEM AUTHORITY
The Conter of What's Possible
Executive Summary Section
FIFA World Cup 2026 Overview
The FIFA World Cup is an international soccer competition between national teams under FIFA, the sport's global governing body. Held every four years, it is the most prestigious and widely viewed single sporting event in the world.
• FIFA launched the 2026 World 1. Atlanta (Mercedes-Benz Stadium) 9. Miami (Hard Rock Stadium) Cup bid process in May 2016, Boston (Gillette Stadium) 10. Monterrey, Mexico (Estadio with final bids due by March Dallas (AT&T Stadium) BBVA) 2018. 11. New York / NJ (MetLife Stadium)
Guadalajara, Mexico (Estadio
• United States, Canada, and Akron) 12. Philadelphia (Lincoln Financial Mexico were selected as hosts Houston (NRG Stadium) Field) on June 13, 2018 13. San Francisco Bay Area (Levi's
Kansas City (Arrowhead Stadium)
• On June 16, 2022, FIFA Stadium)
Los Angeles (SoFi Stadium)
announced the 16 regions 14. Seattle (Lumen Field)
that will host matches for Mexico City, Mexico (Estadio World Cup Azteca) 15. Toronto, Canada (BMO Field)
City of 16. Vancouver, Canada (BC Place)
SCSA Santa Clara
SANTA CLARA STADIUM AUTHORITY
The Center of What's Possible
Executive Summary Section
Summary of Proposed Agreements
Levi's Stadium will host six FIFA World Cup 2026 matches from June 13 to July 1, 2026, and Super Bowl LX on February 8, 2026, marking the first time a venue has hosted both events in the same year. • Assignment and Assumption Agreement negotiated between:
• City, Stadium Authority, Bay Area Host Committee (BAHC), FIFA, and entities associated with the San Francisco 49ers.
Purpose:
• Assign all obligations under the FIFA World Cup Stadium Agreement to BAHC. • Obtain a commitment from BAHC to reimburse the City for all event-related public safety costs.
• Obtain a commitment from the San Francisco 49ers (TeamCo) to provide a financial guarantee for:
• Qualified event expenses
• Field improvements
SCSA • Third-party approval/buyout costs City of
SANTA CLARA STROM AUTHORITY Santa Clara
The Center of What's Possible
Executive Summary Section
Challenge:
• City/Stadium Authority lacked access to key
agreements between FIFA, BAHC, and ManCo (49ers
Stadium Management Company).
Background &
Negotiation • Access Issues:
• FIFA, BAHC, and ManCo resisted sharing agreements
Process
due to financial negotiations and security concerns.
Resolution:
• Information Sharing Agreement finalized on August
1, 2023, granting controlled access to critical
documents.
SCSA City of
Santa Clara
SANTA CLARA STATEM AUTHORITY
the Center of What's Possible
Executive Summary Section
• Approve the proposed FIFA World Cup 2026 Assignment
and Assumption Agreement and Guaranty of Certain
Staff 2026 FIFA World Cup Obligations.
Recommendations • Approve the proposed Field Improvements.
Authorize the City Manager/Executive Director to
implement actions necessary to carry out the agreements.
SCSA City of
Santa Clara
SANTA CLARA STAMUM AUFIORITY:
The Center of What's Possible
Executive Summary Section
Super Bowl LX Super Bowl LX Updates have been provided to the City periodically.
Coordination
• The next major update will occur at the March 11, 2026 City Council meeting.
SCSA City of
Santa Clara
SARTA CLARA STADIUM AUTHORIET
The Center of Whats Possible
Background
SCSA City of
Santa Clara
ARTA CURRA STADIUM AUTORITY
The Center of Whats Possible
Background Section
Background
The FIFA Men's World Cup, the world's most prestigious and widely viewed soccer tournament held every four years, will feature six matches at Levi's Stadium between June 13 and July 1, 2026, including five group matches and one knockout match.
Timeline of Key Events:
• 2017: ManCo submitted a bid as part of the U.S., Canada, and Mexico's joint effort to host the World Cup.
• City of Santa Clara supported the bid in a letter from Mayor Lisa Gillmor. • February 22, 2022: City Council passed a resolution supporting Levi's Stadium as a host site. • June 16, 2022: FIFA announced Levi's Stadium as one of 16 host cities across North America. • May 23, 2023: City Council adopted Guiding Principles for FWC26 and directed staff to negotiate agreements with FIFA, BAHC, and ManCo.
• February 4, 2024: FIFA released the official match schedule for Levi's Stadium.
SCSA City of
Santa Clara
SANTA CLARA STADIM AUTHORITY
The Center of What's Possible
Background Section
Prior City/SCSA Board Actions
• On August 31, 2017, Mayor Gillmor submitted a letter of support on behalf of the ..= City.
• "The City of Santa Clara would like to declare its strong interest in being a host city for the 2026 World Cup."
• "I am pleased to confirm that the City of Santa Clara/Levi's Stadium will submit a proposal to host one or more."
• "We unequivocally support this bid and look forward to welcoming you to our beautiful city." • On February 22, 2022, City Council voted in favor of a resolution to support the City's bid to host one or more FIFA games
• On May 23, 2023, City Council and Stadium Authority Board voted to:
• Adopt the Santa Clara City Council Guiding Principles for FWC26 • Direct the City Manager/Executive Director and City Attorney/Stadium Authority Counsel to negotiate and execute an Information Sharing and Event Cooperation Agreement SCSA City of
Santa Clara 12
SANTA CLARA STADTIM AUBHORITY
The Center of What's Possible
Background Section
Major Events Informational Reports
• September 26, 2023: Initial report on FWC26 and Super Bowl LX preparations. • Formation of Major Events Executive Steering Committee for event coordination. • Execution of Information Sharing Agreement with BAHC, FIFA, and ManCo. • March 5, 2024: Update on stakeholder roles and event logistics. • Council adopted Super Bowl LX Guiding Principles.
• Staff reported on FWC26 negotiations, public safety planning, and infrastructure. • August 27, 2024: Detailed cost and planning strategies for FWC26. • Interim Funding Agreement with BAHC for reimbursing planning costs. • Discussions on field modifications, emergency planning, and cybersecurity. • December 10, 2024: Final review of hosting preparations and agreements. • Covered event costs, stadium modifications, and community impact initiatives.
SCSA City of
Santa Clara 13
SANTA CLARA STROM AUTHORITY
The Centeralwar Bashiel
Background Section
World Cup 2026 Guiding Principles
Adopted by the City Council and Stadium Authority Board (May 23, 2023) Professionally oversee FIFA World Cup 2026 6. Seek revenue generating utilization of the Santa Clara events in a manner that positively highlights the Convention Center and other event and recreation City of Santa Clara and celebrates the rich spaces (including college and school facilities) in the City diversity of Santa Clara's neighborhoods. of Santa Clara without any impact to the General Fund.
2. Attain reimbursement of all event costs, including 7. Seek mitigation of City and Stadium Authority financial public safety (pre- and post-event costs). risks and liabilities.
3. Ensure direct benefits to the Santa Clara 8. Engage in transparent communication on pre-planning community and Santa Clara businesses. efforts, with periodic progress reports to the City
4. Plan and provide for communication and Council, including reports published on the City's engagement with residential neighborhoods website to promote engagement and awareness for adjacent to Levi's Stadium and other venues that residential neighborhoods adjacent to the Stadium and will be utilized for large events. the City as a whole.
5. Ensure specific benefits to and involvement of 9. Pledge that the Santa Clara City Council, Stadium Santa Clara youth and adult soccer programs. Authority Board, and City staff will follow the law, act ethically and transparently with the expectation that
other parties do the same.
SCSA City of
Santa Clara 14
SANTA CLARA STAIUM AUTHORITY
The Center of What's Possiblo
Background Section
Measure J Key Terms
• Approved by Santa Clara voters on June 8, 2010.
Measure J
• Provided for development of a professional football
MER STE 1177 CO MAN A N ONLIT TEXT OP USURES 1. Carme
stadium on City property.
:
can 2 harpan and facto
• Established Santa Clara Stadium Authority, a joint
powers authority.
• Prohibited from using General Funds or Enterprise
revenues to finance the Stadium's development; and
City cannot be liable for operational/event costs.
BETTE • Neither City nor its Redevelopment Agency is liable for Stadium Authority obligations.
SCSA City of
Santa Clara 15
SANTA CLARA STADIUM AUTH The Center of Whats Possible
Background Section
Key Entities Involved in Hosting FWC26
Non-profit focused on bringing and managing mega-events in the Bay Area.
Host City for both SBLX and FWC26.
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.
City of Local jurisdiction where Levi's Stadium is located.
Santa Clara Lead agency responsible for public safety and permitting for the events. the Center at What's Possible
SCSA Owner of Levi's Stadium, which will host SBLX and six FWC26 matches.
CANTA CLARA STAMUM AUTHORITY
SCSA City of
Santa Clara 16
SANTA CLARA STADIUM AUTHORITY
The Center of What's Possible
Background Section
Key Stakeholder: 49ers Entities
ManCo ManCo, as Stadium Manager, to assist BAHC to fulfill its Stadium Agreement obligations.
StadCo StadCo to purchase suites to fulfill its owner suite obligations.
TeamCo to provide guarantee to cover shortfall if BAHC is unable to meet its TeamCo reimbursement obligations.
SCSA City of
Santa Clara 17
SANTA CLARA STADUM AUTHORITY The Center of Whats Possible Background Section
Key Entities Involved in Hosting FWC26 (cont.)
Federal partners to work with City/SCSA and BAHC on public safety and security for & more
the 2026 major events.
Cal OES & more State partners to work with City/SCSA and BAHC on emergency planning, public safety and other items for the 2026 major events.
SAN OSE & more Regional partners to work with City/SCSA and BAHC on public safety, emergency planning, and other items for the 2026 major events.
Regional public transportation agencies to work with City/SCSA and BAHC to & more
coordinate transportation to and from the 2026 major events.
SCSA City of
Santa Clara 18
SANTA CLARA STADIUM AUTHORITY
Background Section
BAHC Active Across
All Levels of Government
SAN JOSE
1052 OAKLAND
THE WHITE HOUSE
Federal: State: Local:
• White House Task Force (FIFA) • Bid and Event Support • Bid and Event Support (Mayor + Council, City Staff, County (Governor, Lt. Gov, Presidents and Boards of Supervisors) • Security (NSA)
Representatives) • Public Safety and Security
• Transport (DOT) • Emergency Services (OES)
• Local Transportation Agencies (VTA, Caltrain etc)
• Appropriations • Transport (DOT)
• Labor & Human Rights
• Appropriations • Climate & Sustainability
SCSA City of
Santa Clara 19
SANTA CLARA STADIUM AUTHORITY
The Center of What's Possible
Background Section
PSC Estimate Overview
Measure J prohibits City funds from covering Stadium Authority expenses, requiring all FWC26 and SBLX-related work to be tracked and reimbursed. The FWC26 Guiding Principles also mandate reimbursement for all event costs, including public safety.
Interim Funding Agreement Interim Funding Agreement - Invoice Reimbursement Status • BAHC agreed to reimburse the City for World Cup
event planning costs under an Interim Funding Date Amount Status Agreement (IFA) executed on July 1, 2024. July 2024 4,306.27 Paid August 2024 16,970.54 Paid
September 2024 12,785.77 Paid
Interim Funding Agreement - Budget October 2024 57,693.57 Paid November 2024 19,304.61 Pending
Eligible Cost Category Total Costs Percent of Total December 2024 12,043.86 Approved Fire (13%) $ 19,500 13% Total $ 123,104.62
Police (69.5%) $ 104,250 69.5% Budgeted $ 150,000.00
Public Works (17.5%) $ 26,250 17.5% Balance Remaining* 26,895.38 Grand Total $ 150,000 100% *Assumes all invoices are approved SCSA City of
Santa Clara 20
SANTA CLARA STADIUM AUTHORIT
The Center of What's Possible
Background Section
Summary of Preliminary PSC Estimates
Over next 12-18 months, working with BAHC, Fed/State agencies, and FIFA, open items such finalization of the security perimeter, transit modes, pathways to city, and other to be confirmed. Team matchups are an important factor in assessing threat risk and costs.
* Disclaimer: All PSC estimates, Category Percent Amount assumptions, and responses are Planning 17% $ 1,987,883 subject to change due to FIFA Training 3% 314,210
requirements, market conditions, Training Contingency 1% 100,000 new threats, and other factors. Equipment 4% 461,668
Event Deployment 75% $ 8,522,927
Total $ 11,386,688
SCSA City of
Santa Clara
SANTA CLANA STABUM AUTHORITY The Center of Whats Possible Background Section
Stadium Modifications & Infrastructure
Improvements
• Field modifications to meet FIFA standards, including expanded playing areas and demountable structures.
• Infrastructure changes for access control, signage, and seating to comply with FIFA requirements. • All modification costs covered by BAHC with guarantees from Teamco.
SCSA City of
Santa Clara 22
SANTA CLARA STAMUM AUTHORITY
The Center of What's Possible
Background Section
Bowl/Field Modification
The Stadium playing field and seating bowl
(bowl) will undergo modifications to meet FIFA
World Cup 2026 pitch regulations, with a STADIUME
system enabling quick restoration to the
original configuration after the event.
Estimated Cost: $25 million funded by
BAHC
STE TE BAY
SCSA City of
Santa Clara
SANTA CLARA STADOM AUTHORITY
The Center of Whats Possible
Background Section
Bowl/Field Modification (cont.)
Modifications to the inner bowl are
required by FIFA to allow for an
expanded field pitch
• NFL dimensions (red)
• FIFA dimensions (green)
Items not shown include; player
warmup areas and benches,
personnel and operations staff, media,
security and LED ribbon boards.
SCSA City of
Santa Clara
SANTA CLARA STADIUM AUTHORITY
The Center of What's Possible
Background Section
Bowl/Field Modification (cont.)
FIFA Compliance Modifications:
• The inner bowl
modifications (Quadrants A, B, C,
and D) must be expanded to
accommodate the pitch area per
FIFA standards
• Modified sections will be replaced $
with demountable steel structures
for flexibility in future events
SCSA City of
Santa Clara
SANTA CLARA STARIN AUTHORITY
Center of Wer
FIFA World Cup 2026
Assignment and Assumption
Agreement
Glen Googins
City Attorney/General Counsel
City of Santa Clara/Stadium Authority
SCSA City of
Santa Clara
SANTA CLARA STADIUM AUTHORITY
The Center of What's Possible
Assignment & Assumption Agreement Section
Premise No. 1
An Assignment and Assumption Agreement
Makes Sense for a "Net Loss" Event
• Like the College Football Playoff event in 2019, FIFA World Cup 2026 is projected as highly likely to be a "net loss event" for the Stadium Authority • Analysis of unredacted FIFA documents confirmed this approach, leading to extensive negotiations (starting in late 2023 through early 2025) of the terms for an Assignment and Assumption Agreement.
• Assignment and Assumption approach assigns the rights and obligations under the Stadium Agreement with FIFA to the BAHC, effectively reallocating the risk of loss for the event from ManCo/Stadium Authority to the BAHC, with risk mitigation provisions including a 49ers guarantee of key obligations.
SCSA City of
Santa Clara 27
SANTA CLARA STACUM AUTHORITY
The Center of What's Possible
Assignment & Assumption Agreement Section
Premise No. 2
City Must Play Lead Role in Stadium Security
with Full Cost Reimbursement
• BAHC the appropriate party to raise money for and manage a regional event of this magnitude.
• ManCo continues to provide Stadium operations services, but now under contract with the BAHC.
• City lead role in providing Stadium event public safety, emergency response and transportation management services maintained through preparation of Public Safety Plan.
• Reimbursement processes, dispute resolution mechanisms, advance payment requirements, and 49ers "backfill" provide assurances that City costs will be covered.
SCSA City of
Santa Clara 28
SANTA CLARA STADIM AUTHORITY
The Center of What's Possible
Assignment & Assumption Agreement Section
Premise No. 3
Preserve City/Stadium Authority
Opportunities for Financial Benefits
• Stadium Agreement provides all revenues from FWC26 events will be retained by FIFA, with no local taxes or fees to be paid by FIFA.
• FIFA's business model/expectation is that local jurisdictions will contribute to event costs and be satisfied with indirect benefits from regional economic activities surrounding the event.
• City/Stadium Authority sought and achieved better than this through (a) imposition of Stadium Authority surcharge; (b) City rights to taxes/fees preserved; (c) Convention Center use to be contracted for at applicable rates; and (d) City ability to market assets around the Stadium to FIFA
SCSA City of
Santa Clara 29
SANTA CLAR: STABIH AUTHORITY
The Centor of What's Possible
Assignment & Assumption Agreement Section
Premise No. 4
The City Council and Community Want
World Cup Games at Levi's Stadium
• Various forms of City/Stadium Authority Support Since 2017 • A lot of community enthusiasm
• May 2023 Adoption of Guiding Principles
• Negotiations Have Proceeded Along Those Lines
• Proposed terms now fully negotiated in the attached Assignment and Assumption Agreement and Guaranty Agreement
• Terms are generally consistent with terms presented at December 10th Study Session with some notable exceptions that have been/will be highlighted below SCSA City of
Santa Clara 30
SANTA CLARA ST: BIUM AUBHORIY
The Center of What's Possible
Summary of Key Terms
Including
Guaranty Agreement
SCSA City of
Santa Clara
SANTA CLARA STADIUM AUTHORITY
The Center of What's Postible
Summary of Key Terms including Guaranty Agreement Section ManCo to Assign Stadium Obligations to BAHC
• BAHC assumes all obligations under the Stadium Agreement, including event costs, public safety costs, and capital improvements, estimated to total between $45 and $50 million. [Section 1.1]
• Obligations partially offset by BAHC right to receive (1) "Variable Rental Fees" for "Basic Services" (estimated at $13.5 million) and (2) right to revenues from resales of allocated Hospitality Packages and Suites under the Stadium Agreement. [Section 3.1.1]
• Assignment subject to FIFA approval, with provisions for a formal release of the Stadium Authority from liability. [Section 1.2 and Exhibit A] SCSA City of
Santa Clara 32
SANTA CLAR: STADIUM AUTHORITY
The Center of What's Postitle
Summary of Key Terms Including Guaranty Agreement Section City to Provide and Coordinate
"World Cup Support Services"
• "World Cup Support Services" include typical Non-NFL Event security, emergency response and transportation services, plus additional levels of service/security given unique nature of event. [Section 2.1] • City to prepare Public Safety Plan with input from federal, state and regional stakeholders, and FIFA; City retains ultimate approval authority. [Section 5.3]. • Public Safety Plan to include provisions for Roles and Responsibilities, Incident Command System, Risk Assessment, Communications, Crowd Management, Emergency Medical Services, Coordination with Federal/State Agencies, Community Impact Mitigation, and Post Event Review, among other key components. [Section 5.3]
SCSA City of
Santa Clara 33
SANTA CLARA STADIUM AUTHORITY
Summary of Key Terms Including Guaranty Agreement Section BAHC to Reimburse City/Stadium Authority
for all "Qualified Event Expenses"
• "Qualified Event Expenses" include all actual and reasonable costs for "Event Planning and Training," "Actual Event Expenses," "Equipment Expenses," and Miscellaneous and Unexpected Expenses."' [Section 2.1 and Exhibit B] • "Preliminary Cost Estimate" for all such costs is approximately $11.4 million. [Section
2.2.1 and Exhibit C]
• City to provide periodic "Updated Cost Estimates." [Section 2.2.2] • BAHC reimbursement obligation applies even if Qualified Event Expenses exceed Updated Cost Estimates. [Section 2.2.3]
SCSA City of
Santa Clara 34
SANTA CARA STADIUM AUTHORITY
The Center of Whats Possible.
Summary of Key Terms Including Guaranty Agreement Section Invoicing and Reimbursement Process for
Pre-Event Expenses
• Pre-event expenses are billed monthly, using process and forms currently being used under Interim Funding Agreement. [Section 2.3.3.a] • If BAHC disputes and amount requested, such amount must be set aside and deposited into a "Dispute Escrow" if disputed amounts ever exceed $50K. [Section 2.3.2.d]
• Parties to meet and confer to resolve disputes, with expedited mediation if disputed amounts ever exceed $200K. [Section 2.3.2.d and 2.5.2] • Disputed amounts accrue interest at .25% per month [Section 7.1] SCSA City of
Santa Clara 35
SANTA CLARA FERDION AUTHORITY
The Center of What's Possible
Summary of Key Terms Including Guaranty Agreement Section Invoicing and Reimbursement Process for
Actual Event Expenses
• Projected "Actual Event Expenses" require "Advance Payments" (1) by May 1, 2026 of 50% of then estimated Actual Event Expenses, and (2) by June 22, 2026 of 25% of then estimated Actual Event Expenses. [Section 2.3.3.a through c.] • Based on current cost estimates, the May 1st payment would be approximately $4.2 million and the June 22nd payment would be approximately $2.2 million. • Final invoice to be submitted September 18, 2026 and paid within 60 days. [Section
2.3.3.d]
• Similar dispute rights and dispute resolution provisions apply. [Section 2.3.3.f and 2.5] • Amounts due but not paid to accrue interest at 1.25% per month. [Section 7.1] SCSA City of
Santa Clara 36
SANTA CLARA STADIUM AUTHORITY
The Center of What's Possible
Summary of Key Terms Including Guaranty Agreement Section Special Rules for Equipment
and Miscellaneous Expenses
• BAHC also responsible for costs of required World Cup Services equipment (to be listed on Exhibit C). [Section 2.3.4.a and b. and Exhibit C]
• Equipment purchased for exclusive World Cup use requires BAHC approval/purchase; equipment retained by City for future use to be leased to BAHC at reasonable rates. [Section 2.3.4.c and d]
• Miscellaneous or unexpected costs to be discussed and reasonably agreed. [Section 2.1 and 2.3.5]
• Equipment and miscellaneous costs to be submitted for reimbursement with next scheduled Payment Request. [Section 2.3.4.c and 2.3.5]
SCSA City of 37
Santa Clara
SANTA CLARA STADAM AUTHORITY The Center of Whats Possible Summary of Key Terms Including Guaranty Agreement Section TeamCo Guaranty of Certain Obligations
• Concurrent with Assignment and Assumption Agreement, 49ers "TeamCo" to enter into a Guaranty Agreement whereby TeamCo guarantees.
• BAHC reimbursement of Qualified Event Expenses [Guaranty Section 4] Field Improvements costs ($20M to $25M). [Guaranty Section 5] • Third-party approvals/buyout costs necessitated by FIFA's rights. [Guaranty Section 3] • Guaranty of QEE partially offset by Stadium Authority contribution of Surcharge Revenues equal to lesser of 20% of Guaranty obligation and 90% of Surcharge Revenues received, not to exceed $200K. [Guaranty Section 4.b]
• Guaranty does not cover BAHC default interest, but Guaranty interest does accrue at 6% 75 days after BAHC fails to pay Advance payments or if Guarantor itself fails to pay amounts owed. [Guaranty Section 4.d]
• Guarantor retains a limited right to dispute a portion of the final QEE payment request. [Guaranty Section 4.a]
SCSA City of
Santa Clara 38
SANTA CLARA STADIUM AUTHORITY
The Center of What Possible
Summary of Key Terms Including Guaranty Agreement Section Surcharge Revenues
• Stadium Authority to receive a $4 to $6 surcharge per ticket sold, with BAHC obligated to provide the equivalent of a $6 surcharge if FIFA doesn't impose the full $6 rate. [Section 3.2.1]
• Projected surcharge revenue (assuming $6 surcharge and 60,000 tickets "sold" per game) is $2.16 million.
• Per terms of existing Stadium Agreement (Section 12.1), Surcharge Revenues to be allocated 50% to Stadium Authority general revenue and 50% to the Discretionary Fund. [Section 3.2.2]
SCSA City of
Santa Clara 39
SANTA CLARA STADHIM AUTHORITY
The Center of What's Possible
Summary of Key Terms Including Guaranty Agreement Section Federal and State Funding Cooperation
• Parties will seek public and private funding to offset Qualified Event Expenses, ideally with earmarks for that purpose. (Section 3.3.1]
• Parties to cooperate to receive maximum OES funding allocation to administered by Santa Clara County. [Section 3.3.2]
• If "New Government Funding" received, BAHC obligations to be offset; if merely committed parties will meet and confer to determine if commitment warrants deferral of BAHC obligations; City retains discretion to defer or not. BAHC remains responsible if Government funding never received. [Section 3.3.3]
• Any remaining Government funds may be used to cover up to $150K in unreimbursed pre-planning costs. [Section 2.3.6]
SCSA City of
Santa Clara 40
SANTA CLARA STADHIM AUTHORITY
The Center of What's Possible
Summary of Key Terms Including Guaranty Agreement Section Stadium Capital Improvements
• BAHC responsible for FIFA-required Stadium Improvements, including:
• Field modifications to meet FIFA standards.
• Temporary changes to seating for field expansion. [Section 4.1] • Estimated cost: $20M to $25M, implemented by ManCo using private funds, in compliance with all laws, and not to interfere with other events. [Sections 4.3.1 through 4.3.4]
• After World Cup, improvements become Stadium Authority property unless BAHC opts to remove them at their cost. [Section 4.3.5]
• Construction to begin February 12, 2025, to meet timelines for other scheduled events.
SCSA City of
Santa Clara 41
SANTA CLARA STADHIM ALTHORITY
The Center of What's Possible
Summary of Key Terms Including Guaranty Agreement Section Additional Agreements
[Section 5]
• Permitting. City to work in good faith to expedite permits; BAHC covers all customary fees. [Section 5.1]
• Convention Center Use. BAHC provided priority rights to book up to 100% of Center until April 1, 2025. [Section 5.4]
• Youth Sports Park. FIFA use subject to City approval with obligation to restore. Parties to work with FIFA to maintain access for youth programs. If use interrupted, parties to cooperate to find alternative fields at equivalent rates and/or provide some other form of support to displaced youth programs. [Section 5.6]
• Third Party Approvals/Buyouts. BAHC/ManCo to obtain all third-party approvals/contract waivers/ticket buy-out required by FIFA's Stadium Agreement rights at no cost or risk to the Stadium Authority, with indemnities against any claims from "FIFA Impacted Parties" (e.g., Levi's approvals under the Naming Rights Agreement for any Stadium re-branding required). [Section
5.7.1]
SCSA City of
Santa Clara 42
SANTA CLARA STADIUM AUTORITY
Summary of Key Terms Including Guaranty Agreement Section Additional Agreements (cont'd
• Stadium Authority Obligated to Purchase Levi's Suite and Tickets. Levi's is entitled to a double suite and 52 premium tickets for every Non-NFL Event [Schedule 1, Section 5 and 6 of Naming Rights Agreement]. Staff was informed after the December 10th study session that this obligation had not yet been addressed. In consideration for reducing the maximum Stadium Authority offset obligation under the Guaranty from $1.5 million to $200K (and other assurances), this term was included as a Stadium Authority obligation at an amount not to exceed $1.625 million (the projected maximum suite/tickets purchase price). [Section 5.7.2] • Accounting Requirements. ManCo to provide a final accounting of event costs to BAHC and ticket surcharge revenues to Stadium Authority, with records available for Stadium Authority review to assure no event charges were improperly allocated to the Stadium Authority. Parties reserve the right for an independent accounting at their cost. [Sections 5.8.1 and 5.8.2] SCSA City of
Santa Clara 43
SANTA CLARA GADHIM AUTHORITY
Summary of Key Terms Including Guaranty Agreement Section Additional Agreements (cont'd)
• Conflicts of Interest. ManCo must comply with its obligations under the Management Agreement, including approved Conflict of Interest polices; BAHC to assure that no ManCo or StadCo official shall participate or vote on Assignment and Assumption Agreement; Parties to comply with all applicable conflict of interest laws [Section 5.9.3]
• No City Waiver of Taxes/Fees. City has not agreed to any waivers and reserves the right to approve/disapprove in its sole discretion [Section 5.10] • Marketing City Assets. BAHC and ManCo to cooperate in the marketing of City assets City believes may have value to FIFA and its "Commercial Affiliates" [Section 5.11] • Community Benefit Programs. BAHC to implement community legacy initiatives regionally, including Santa Clara, and to assist with promoting programs and benefits locally [Section 5.12] • ManCo Obligation to Mitigate Pre-Empted Non-NFL Events with Enhanced Marketing Plan. ManCo required to develop and implement an enhanced Marketing Plan for the 2026/27 booking season to help address any lost revenues Stadium Authority might have received from displaced events. [Section
5.13]
• Point of Sale Designations. BAHC/ManCo to cooperate with steps necessary to designate Santa Clara as the "point of sale" for sales and use tax generating transactions. [Section 5.15] SCSA City of
Santa Clara 44
SANTA CLARA STADIM AUTHORITY
The Center of What Possible
Summary of Key Terms Including Guaranty Agreement Section Agreement/Event Risks and Mitigations
• Field Improvement Delays/Cost
• Contract obligations for private funding backed by a TeamCo Guaranty; obligation to construct so as not to interfere with other Non-NFL Events; ManCo experience managing complex Stadium projects • BAHC Inability/Failure to Reimburse Qualified Event Expenses Favorable contract language with dispute resolution; similar invoicing process to what's been working under IFA; advance payment requirements; default interest; BAHC experience/skills and relationships with private and govt. funding sources; obligation backed by TeamCo Guaranty • Less Than Expected Surcharge Revenues
• FIFA formal approval of surcharge contract provisions; BAHC assurances to backfill any surcharge less than $6; projected level of interest in attending Stadium World Cup matches • BAHC Failure to Perform Obligations under Agreements with FIFA • City/Stadium Authority not parties to Host City Agreement; Assignment of Stadium Agreement transfers liabilities to BAHC; City reserves authority on discretionary actions • Crime, Disorder Liabilities Arising From Misconduct at Stadium Events Insurance and indemnity provisions, including specialty coverages, at BAHC expense; City (SCPD/SCFD/OEM) experience/professionalism with major events SCSA City of
Santa Clara 45
SANTA CLARA STANIUM AUTHORITY
The Center of What's Possible
Staff Recommendation
Jovan D. Grogan
City Manager/Executive Director
City of Santa Clara/Stadium Authority
SCSA City of
Santa Clara
SANTA CLARA STADIUM AUTHORITY
The Center of What's Possiblo
Staff Recommendation
1. City Council and Stadium Authority Board approve the proposed FIFA World Cup 2026 Assignment and Assumption Agreement and Guaranty of Certain 2026 FIFA World Cup Obligations (collectively, the "World Cup Agreements") on the terms, and substantially in the forms presented, and authorize the City Manager/Executive Director to execute such agreements in final forms approved by the City Attorney/Agency Counsel.
2. Stadium Authority Board approve the "Field Improvements" on the terms presented.
3. City Council and Stadium Authority Board authorize and direct the City Manager/Executive Director to take such other actions as are necessary and appropriate to implement the terms of the World Cup Agreements.
SCSA City of
Santa Clara 47
SARTA CLABA STADIUM AUTHORITY
HELEN CB
Next Steps
(Following Approval)
SCSA City of
Santa Clara
SANTA CLARA STADIUM AUTHORITY
The Centor of What's Possible
Next Steps
• Upon City Council and Stadium Authority Board approval of the Assignment and Assumption Agreement:
• Permits will be issued for the bowl improvements to begin.
Staff will continue public safety preparations for the events.
Staff will collaborate with BAHC and key stakeholders to implement agreements and prepare Levi's Stadium and the City for hosting FWC26.
SCSA City of
Santa Clara
SANTA CLARA GAD AUTHORITY
The Center of What's Possible
SCSA Santa Clara Stadium Authority
2/11/2025 Itemlo
MEMO
To: Santa Clara City Council
From: Mayor Lisa Gillmor, Vice Mayor Kelly Cox
Date: February 11, 2025
Subject: Potential Violations of Measure J in FIFA World Cup 2026 Contracts - Request to Delay Action
Dear City Council Members,
We write to urge a delay in any action related to the FIFA World Cup 2026 contracts until major concerns and risks to the City are fully understood and addressed. Our primary concern is to protect Santa Clara's General Fund and taxpayers, as outlined by Measure J, passed by voters in 2010.
After a thorough review of the FIFA Assignment & Assumption Agreement and TeamCo Guaranty Agreement, several areas have been identified where these contracts may potentially violate Measure J or pose significant legal and financial risks contrary to their intent:
1. Public Funds at Risk for Unreimbursed Expenses:
Measure J prohibits the use of public funds for stadium operations, yet the current contracts require the City to front substantial costs without guaranteed immediate reimbursement.
The City is obligated to cover upfront costs for public safety, transportation, and emergency response, potentially putting our General Fund at risk.
The delayed activation of TeamCo's Guaranty increases the risk of General Fund exposure before reimbursement, directly conflicting with Measure J.
Solution: We recommend requiring BAHC to provide full pre-event escrow deposits to ensure no City funds are spent upfront.
2. Unclear Separation Between the City and Stadium Authority:
• Measure J mandates financial responsibility for stadium-related events to rest with the Stadium Authority, not the City. However, current contracts blur this distinction.
• The City is listed as a co-party on financial obligations related to public safety and infrastructure, potentially compromising Measure J's intent.
Ambiguities in the agreements do not explicitly protect City funds fron eina used to cover Stadium Authority shortfalls
Solution: Contracts should explicitly state that the City's General Fund will not be used to cover any Stadium Authority financial shortfalls.
3. Risk of Stadium Authority Covering Private Costs:
• Measure J prohibits public funds from subsidizing private stadium operations, yet the contracts require the Stadium Authority to handle costs primarily benetiting FIrA and the 49ers.
Lack of clarity on cost responsibilities could lead to indirect public subsidies for private entities, violating Measure J.
Solution: Amend agreements to ensure all FIFA-related stadium improvements are fully funded by private parties, eliminating any risk to Stadium Authority funds.
4. Ticket Surcharge Revenue Impact:
• Measure J prohibits public funds from offsetting private stadium expenses, yet the contracts allow TeamCo to reduce its obligations using ticket surcharge revenue.
This provision potentially diverts public revenue to offset private costs, contrary to Measure J's intent.
Solution: Remove the ticket surcharge offset provision and require TeamCo to cover all event costs independently of surcharge revenue.
5. Legal Risks in Case of Defaults:
• Measure J prevents Santa Clara from assuming financial risks related to stadium operations. However, the current contracts expose the City and Stadium Authority to significant financial liabilities in case of defaults by BAHC or TeamCo.
Solution: Require FIFA and TeamCo to fully secure all payments in escrow before the event, ensuring no public financial risk.
Final Assessment: The current contracts potentially violate Measure J and do not sufficiently protect the City's General Fund and taxpayers from financial exposure.
Without amendments, the City risks legal challenges and violations of voter-approved measures.
Recommendation: We recommend amending the agreements to:
1. Ensure all event costs are prepaid in escrow to prevent City funds from being fronted.
2. Eliminate the ticket surcharge offset to uphold financial responsibility of private parties.
3. Clarify financial separation between City and Stadium Authority to avoid conflicts with Measure J.
4. Require independent legal review to verify Measure J compliance before final approval.
Delaying action until these amendments are implemented will safeguard Santa Clara's interests and ensure compliance with Measure J. We urge your careful consideration of these recommendations.
Elsantum
Mayor Lisa Gillmor
tunne.
Vice Mayor Kelly Cox/
Item #6
From: Brian Doyle
To: Mayor and Council; Manager
Cc: [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected] Subject: Comments on 2.11.2025 - Agenda Item 6
Attachments: FIFA World Cup 2026 Assignment and Assumption Agreement (Proposed Final Draft) BD COMMENTS.pdf Honorable Mayor and Council,
Attached are my comments on the draft proposed "Assignment and Assumption Agreement" on tonight's agenda Item 6. I might have had more comments but City staff did not live up to its commitment to provide "ample time" for public review.
Council should carefully consider the following serious defects in staff's supposed "negotiation" of the documents that they are proposing you to approve:
1. The City is not a party to any of the underlying agreements that are proposed to be assigned, therefore the City should not be signatory to any assignment document; moreover, the City has an independent duty to the public to provide whatever public safety, administrative and logistical services to support an event of this nature and magnitude. The City should not agree to obligations with a non-profit that refuses to allow staff to perform due diligence and at the same time demand veto power over City budgetary decisions on the public services that it is requesting.
2. The City Council/Stadium Authority Board should not approve any documents that contain redactions. Elected officials owe the public a fiduciary duty to competently understand what they are approving. The City Attorney has a duty under State Bar Rules of Professional Conduct, Rule 1.4 (a) (3) to "keep the client reasonably informed about significant developments relating to the representation, including promptly complying with reasonable requests for information and copies of significant documents when necessary to keep the client so informed." It appears that the City Attorney has withheld unredacted copies of significant documents and entirely withheld the Host City Agreement that is referred to in the proposed assignment that he is recommending you to approve. His action appears to be at odds with his duty under Rule 1.4.
3. Staff is proposing that the City agree to not communicate with FIFA except with prior consultation with BAHC. Why would the City ever agree to give up its First Amendment rights to speak to FIFA? Why would the City ever agree to limit its rights to perform due dilligence on this deal? What is BAHC trying to hide? Why is a nonprofit that has an obligation to open its financial statements and tax returns to the public being so cagey about its affairs?
4. There are numerous other serious risks to the City and the Stadium Authority that the staff has failed to address that are discussed in the attachment.
Please feel free to contact me if you have any questions about my comments.
Thank you,
Brian Doyle
City/Stadium Authority Proposed FINAL 2.4.25 COMMENTS FROM BRIAN DOYLE FIFA WORLD CUP 2026
ASSIGNMENT AND ASSUMPTION AGREEMENT
This FIFA WORLD CUP 2026 ASSIGNMENT AND ASSUMPTION AGREEMENT (Agreement") is entered into and effective as of February _ 2025 ( "Effective Date"), by and between Bay Area Host Committee, a California nonprofit mutual benefit corporation ("ВАНС" or "Assignee"), Forty Niners Stadium Management Company LLC, a Delaware limited liability company ("ManCo" or "Assignor"), the Santa Clara Stadium Authority, a California joint powers authority ("Stadium Authority"), and the City of Santa Clara, a chartered municipal corporation ("City") (each a "Party" and collectively the "Parties") with reference to the following facts:
THE CITY WAS NOT A PARTY TO THE AGREEMENTS THAT ARE BEING ASSIGNED, THEREFORE IT SHOULD NOT BE A PARTY TO THE ASSIGNMENT. JUST AS TEAMCO IS NOT A PARTY TO THE ASSIGNMENT AGREEMENT, NEITHER SHOULD THE CITY BE.
AS A PUBLIC ENTITY, THE CITY ALREADY HAS A DUTY TO PROVIDE PUBLIC SERVICES
FOR EVENTS OCCURRING IN THE CITY AND SHOULD BUDGET AND MAKE EXPENDITURES WHICH IT DEEMS NECESSARY IN ITS SOLE DISCRETION. THE CITY
SHOULD NOT EXTEND CREDIT TO A NONPROFIT WITH APPARENT LIABILITIES THAT EXCEED ITS CURRENT ASSETS. ALL REIMBURSEMENT OF THE CITY SHOULD BE
THROUGH A SEPARATE DEPOSIT OF FUNDS AGREEMENT FROM BAHC AND OR TEAM CO.
RECITALS
A. WHEREAS, as of January 17, 2018, ManCo entered into that certain Stadium Agreement by and among United States Soccer Federation, Inc. ("USSF") and ManCo, as addended by that certain Addendum to Hosting Agreements by and among Federation Internationale de Football Association ("FIFA"), ManCo and BAHC, as of June 13, 2022, and that certain Amended and Restated Addendum to Hosting Agreements, entered into and effective as of the Effective Date hereof, by and among FIFA, ManCo and BAHC (together with any annexes, exhibits, and schedules thereto and any related future agreements, amendments and addenda the "Stadium Agreement"); and
WHEREAS, THE JUNE 13, 2022 ADDENDUM WAS ENTERED INTO IN VIOLATION OF GOVERNMENT CODE SECTION 1090 AND IS THEREFORE VOID AS A MATTER OF LAW
AND WAS ALSO ENTERED INTO IN VIOLATION OF THE CALIFORNIA POLITICAL REFORM
ACT AND FPPC REGULATIONS, MANCO AND BAHC ARE REQUESTING THE STADIUM
AUTHORITY TO APPROVE AN AMENDED AND RESTATED ADDENDUM TO BE EXECUTED
BY DIFFERENT PERSONS WHO THEY PURPORT TO BE FREE OF CONFLICT OF INTERESTS
THAT WOULD ALLOW THEM TO ACT ON BEHALF OF THE PARTIES ON BEHALF OF WHOM THEY WILL BE SIGNING;
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B. WHEREAS, Assignee was formed to attract cultural and sporting events to the San Francisco Bay Area for the benefit of the region; and
WHEREAS, the purpose of the Stadium Agreement is to, among other things, set forth the terms and conditions whereby certain 2026 FIFA World Cup matches and certain ancillary events associated with those matches, as set forth in the Stadium Agreement (each a "World Cup Stadium Event" and collectively, the "World Cup Stadium Events"), would be hosted at Levi's Stadium in Santa Clara, California (the "Stadium"); and WHEREAS, ManCo's rights and obligations to book Non-NFL Events at the Stadium is governed by the terms of the Amended and Restated Stadium Lease Agreement by and between the Santa Clara Stadium Authority and Forty Niners SC Stadium Company LLC, entered into as of June 19, 2013 (Stadium Lease") and the Stadium Management Agreement by and among Santa Clara Stadium Authority, Forty Niners Stadium Management Company LLC and Forty Niners SC Stadium Company LLC, dated as of March 28, 2012 and as amended thereafter ("Management Agreement"); and
WHEREAS, concurrent with Stadium Agreement, BAHC and FIFA entered into that certain Host City Agreement (as amended, the "Host City Agreement") pursuant to which BAHC agreed to provide certain other forms of support and services throughout the region and within the City in connection with the World Cup 2026 Event; and F. WHEREAS, effective as of July 1, 2024, City and BAHC entered into that certain Interim Funding Agreement ("IFA") pursuant to which BAHC agreed to reimburse the City for certain "Eligible Costs" incurred by City in connection with "Event Planning Work" for the World Cup Stadium Events; and
G. WHEREAS, given the regional nature of the event, the substantial costs involved and, notwithstanding such costs, the projected direct and indirect benefits of the event to the City, the Parties desire to enter into this Agreement to set forth the terms upon which (1) BAHC shall assume ManCo's and Stadium Authority's rights and obligations under the Stadium Agreement, (2) City/Stadium Authority and ManCo shall cooperate with and provide certain services to BAHC in order to assist with the event, and (3) related event matters; and
WHAT ARE THE PROJECTED DIRECT AND INDIRECT BENFITS OF THE EVENT TO THE CITY?
WHAT IS THE PROJECTED RETURN ON INVESTMENT OF ANY EXPENDITURES BY THE STADIUM AUTHORITY AND CITY?
H. WHEREAS, ManCo has requested, and received, Stadium Authority's prior written consent to the assignment provided for herein; and
I. WHEREAS, capitalized terms not expressly defined herein shall have the meanings ascribed thereto in the attached Index of Definitions (Appendix 1). 2 4920-1636-9685.2
NOW, THEREFORE, in consideration of the above recitals, the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, the Parties hereto hereby agree as follows:
AGREEMENT
1. Assignment and Assumption
1.1 In General. Unless otherwise stated herein, as of the Effective Date, ManCo hereby grants, transfers, conveys and assigns to the BAHC all of its right, title and interest in and to the Stadium Agreement and all of its obligations and liabilities thereunder, and BAHC hereby accepts such rights, title and interest and assumes such obligations and liabilities, subject to the terms and conditions of this Agreement (the "Assignment and Assumption").
1.1.1 No Agency or Agent Authorization. The
Parties hereby confirm that BAHC is not an agent of the City or of the Stadium Authority, and this Agreement does not create in any way an implied agency authorization or partnership.
1.1.2 Venue/License Agreements. BAHC and
ManCo agree that any amendment to the Stadium Agreement, and any Venue Agreement or License Agreement with FIFA pertaining to the World Cup Stadium Events at the Stadium shall be consistent with the terms of this Agreement, and BAHC shall provide the Stadium Authority with complete unredacted copies of any such Agreements and amendments thereto.
1.1.3 City/Stadium Authority's Access Rights. The
Parties hereby confirm City and Stadium Authority's rights of access and use of the Stadium Premises and Appurtenant Areas (excluding StadCo's Exclusive Facilities), as defined in the Stadium Lease between Stadium Authority and StadCo during Non-Exclusive and Exclusive operating periods, for the sole purpose of providing World Cup Support Services hereunder.
Further, during non-match days, senior Stadium Authority staff shall retain "as-needed" access rights to Stadium Authority designated office space, subject to reasonable security requirements imposed by FIFA and coordination with Stadium Manager.
1.1.4 1.2 Approval by FIFA. The Parties will cooperate to obtain FIFA's written
approval of the Assignment and Assumption in substantially the form attached hereto as Exhibit A ("FIFA Approval"). Such approval shall include, as of the Effective Date, FIFA's agreement to release Stadium Authority from any obligations under the Stadium Agreement. FIFA's execution of the FIFA Approval shall be a condition to effectiveness of this Agreement.
1.3 No Modification of Host City Agreement or Stadium
Agreement. The Parties acknowledge and agree that no provision of this Agreement shall have the effect of modifying any term or condition of the Host City Agreement or the Stadium Agreement. In addition, BAHC and ManCo agree that upon and after the Effective Date of this Agreement, BAHC's existing obligations under the Host City Agreement, and BAHC's assumed obligations under the Stadium Agreement, shall be in full force and effect under the terms of such agreements. 3 4920-1636-96852
THE CITY SHOULD NOT BE A PARTY TO THIS AGREEMENT, NOR SHOULD IT AGREE TO PROVIDE ANY SERVICES TO BAHC OR TO MANCO. ALL PAYMENTS SHOULD BE VIA A SEPARATE AGREEMENT THAT DOES NOT DELEGATE ANY VETO POWER TO ВАНС.
Citv/Stadium Authority Event Related Expenses
2.1 In General. City/Stadium Authority agree to provideBAHG with public safety and related suppert services in connection with World Cup Stadium Event activities in and around the Stadium on the terms set forth in this Agreement ("World Cup Support Services"). As part of its obligations hereunder, BAHC shall be responsible for the payment to City/Stadium Authority of all "Qualified Event Expenses" (as defined below) incurred by City of Stadium Authority in connection with providing World Cup Support Services. For purpeses of this Agreement, Qualified Event Expenses shall be comprised of the following: (a) "Interim Funding Agreement Eligible Costs" due but not yet paid as "Eligible Costs" under the terms of the Interim Funding Agreement; (b) "Event Planning and Training Expenses" incurred by City/Stadium Authority after the Effeetive Date; (e) "Actual Event Expenses" incurred by City/Stadium Authority in connection with the provision of public safety, traffic management and related services at or around the Stadium as required to support World Cup Stadium Events in accordance with the provisions of the Public Safety Plan prepared in accordance with the terms of Section 5.3, below; (d) "Required Equipment Expenses" (as more particularly deseribed in Section 2.3.4, below; and (e) "Miscellaneous or Unexpected Expenses" not included in (a) (d), above, that are either (i) expressly provided for as Qualified Event Expenses elsewhere in this Agreement, (ii) are expenses that the Parties, before such expenses are incurred or expended, reasonably discuss and agree constitute appropriate World Cup Stadium Events related expenses that are necessary for the performance of Stadium Agreement obligations, or (iii) if such advance discussions are net practical or pessible, such ether reasonable costs or expenses that may be incurred by City/Stadium Authority in good faith that are of a similar nature or character of other Qualified Event Expenses, subjeet te BAH's reasonable approval. More specific definitions and examples of the "Interim Funding Agreement Eligible Costs," "Event Planning and Training Expenses," and "Actual Event Expenses" cost components comprising Qualified Event Expenses are set forth on Exhibit B attached hereto and incorporated herein by this reference. For purpeses of this Agreement, Qualified Event Expenses shall not include (x) general Stadium overhead and staff time costs that, under existing Stadium Authority billing and accounting practices, are not charged to specific NonNFL Events, or do not exceed already budgeted staff time; (3) staff time negotiating, administering, or resolving any disputes under, the terms of this Agreement; and (z) other City/Stadium Autherity expenses net related to preparations for, or services provided in support of, World Cup Stadium Events, except as otherwise expressly agreed to by City/Stadium Authority and BAHC under the terms of this Agreement (colleetively "Ineligible Expenses"). -2.2 Cost Estimate Process
2.2.1 Preliminary Estimate for City/Stadium Authority Event Support Costs:
To facilitate BAHC budgeting and fundraising efforts with respect to the World Cup Stadium Events, City/Stadium Authority have developed a preliminary estimate for the cost components comprising the Qualified Event Expenses for which they are expecting payment from BAHC ("Preliminary Cest Estimate"). This Preliminary Cost Estimate is set forth on Exhibit C attached hereto and incorporated herein by this referenee.
4920-1636-9685.2
2.2.2 Updated Cost Estimates. From and after the Effective Date, each Party shall, on an ongoing basis, exercise good faith efforts to identify, gather and share all available new or additional information necessary to allow for City and Stadium Authority to refine and update their Preliminary Cost Estimate. Beginning on April 1, 2025, and bimenthly thereafter; City/Stadium Authority shall submit an updated version of their Preliminary Cost Estimate te BAHC and ManCo (each and "Updated Cost Estimate" and collectively the "Updated Cost Estimates"). Each Updated Cost Estimate shall include offsets for amounts of Qualified Event Expenses already paid, if any, at the time of submittal. In addition, if at any time after the Effective Date any Party learns of additional information that is reasonably expeeted to result in a change to the then current Updated Cost Estimate by a factor of five pereent (5%) or greater (each a "Material Cost Adjustment"), such Party shall notify all other Parties in writing of such Material Cost Adjustment as soon as practicable, but no later than thirty (30) days after discovery of such information. Any Updated Cost Estimate generated hereunder shall be dated and incorporated inte an updated version of Exhibit C. In addition to these specific obligations, the Parties agree to regularly meet and confer as needed or as requested by any Party regarding event costs and responsibilities, and to share relevant information they may obtain with all other Parties that may affect overall event costs or responsibilities regardless of impact or their own cost or responsibility areas:
2.2.3 Nature-of Estimates. While City and Stadium Authority have endeavored to develop the Preliminary Cost Estimate, and will develop Updated Cost Estimates, in good faith, using commercially reasonable means and methods and, to the best of their knowledge, information that is accurate, all Parties acknowledge and agree that (a) such estimates are based upon assumptions regarding the scope of required services and information available at the time; (b) some of the information upon which City/Stadium Authority are relying was obtained from third parties, including BAHC and ManCe; (e) such assumptions and information are expected to change over time as assumptions are refined, and new or better information becomes available; (d) any or all of these factors are likely to result in modifications to the Updated Cost Estimates and, ultimately, actual final costs incurred in connection with the World Cup Stadium Events ("Final Cests") that could substantially vary from the Preliminary Cost Estimates; and (e) subjeet to each Party's obligations under this Agreement to exercise reasonable efferts to endeavor to provide accurate information and update their Preliminary Cost Estimates, no Party shall be tiable to any other Party hereunder for any inaccuracy, material or otherwise, in their particular eest estimates, and each Party's responsibilities with respect to the performance of their respeetive obligations hereunder with respect to the World Cup Stadium Events, and the ultimate reimbursement of Qualified Event Expenses, shall not be absolved, modified or reduced as a result of any inaecuracy in any Preliminary Cost Estimate or the information provided in connection therewith.
2.3 Invoicing and Payment of Qualified Event Expenses: The City/Stadium Authority shall invoice BAHC and BAHC shall reimburse City/Stadium Autherity for its Qualified Event Expenses as follows:
2.3.1 Interim Funding Agreement Expenses Not Yet Paid. Any amounts due and payable under the IFA shall be paid in accordance with the terms thereof and shall not be charged or payable under the terms of this Agreement. If, for whatever reasen, amounts owed under the IFA remain in dispute between the parties during the term of this Agreement, the parties 5 4920-1636-9685.2
may mutually agree to consolidate such dispute with any dispute(s) to be resolved under the terms of this Agreement.
2.3.2 Event Planning and Training Expenses
a. City/Stadium Authority Payment Requests. To receive
payment for its Event Planning and Training Expenses, City/Stadium Authority shall submit monthly invoices to BAHC in the form attached hereto as Exhibit D (each a "Payment Request" and collectively "Payment Requests"). Payment Requests shall include a statement of both City/Stadium Authority staff time and out of pocket expenses paid or owed to third parties. AH City/Stadium Authority staff time shall be billed at City/Stadium Authority then applicable full costs recovery rates in accordance with existing billing practices for other Non-NFL Events held at the Stadium. Staff costs shall be billed on an hourly basis, in 25 of an hour (15 minutes) increments, and shall include a description of the work by category as set forth on Exhibit D Payment Request submittals should also include reasenable supporting documentation (e.g., timecard reports by position, actual receipts, statements, proof of purchase, and invoices showing that payment was made) evidencing the incurrence of Qualified Event Expenses:
b. Initial Review for Completeness. Upon receipt of a Payment Request, BAHC shall have ten (10) days to review and confirm that such request contains all relevant and required supporting documentation for eligible Event Planning and Training Expenses. If BAHC reasonably determines that any information or documentation is missing of incomplete, BAHC shall netify City/Stadium Authority and City/Stadium Autherity shall agree to work in good faith to provide BAHC with the requested information within five (5) days of receipt of such request. Such Payment Request shall be deemed to be "complete" when BAHC has received the reasonably requested information needed to review the Payment Request (the "Completed Payment Request").
C. Final Review: Dispute Process. Within thirty (30) days of a Payment Request, or fifteen (15) days after receipt of a Completed Payment Request for incomplete or missing documentation, whichever is later, BAHC shall inform the City/Stadium Authority in writing of any amount of the Payment Request that it does not approve (the "Disputed Amount") and the reasen(s) for such disapproval. Any such disapproval must be based on BAH's reasonable determination that the Disputed Amount does not qualify as a Qualified Event Expense under the terms of this Agreement. Any amount of a Completed Payment Request not so disputed shall be deemed approved and paid by BAHC as provided in Section 2.3.2.d, below. In the event BAHC reasonably disputes any portion of a Payment Request, BAHC and City/Stadium Authority agree to immediately meet and cenfer in good faith to resolve the dispute. If after two meet and confer sessions, the parties have been unable to resolve the dispute, the dispute shall be subjeet te the dispute resolution process described in Section 2.5, below. d. Payment of Undisputed Amounts to City and Disputed
Amounts to Escrow. Within sixty (60) days after receipt of a Completed Payment Request, BAHC shall (i) submit a payment to City/Stadium Autherity in the amount of the Completed Payment Request less any Disputed Amount. BAHC and City/Authority agree to allow for an additional 30-days te collectively work together to resolve any questions and information required to approve any Disputed Amounts applicable to a particular Completed Reimbursement Request. If upon such 30-day period, BAHC and City/Authority have not agreed as to how to proceed as to any Disputed 6 4920-1636-9685.2
Amount then BAHC shall agree to set-aside such amounts in a segregated account as pending. In the event that, in the aggregate, Dispute Amounts exceed $50,000, BAH agrees to deposit such Disputed Amount into an escrow aceount established by BAHC and City/Autherity for this purpose (the "Disputed Amount Escrew"). Amounts in the Disputed Amount Escrow shall only be disbursed upon mutual agreement of BAHC and City/Stadium Authority, or upon a final binding order out of arbitration if such process is triggered under the terms of Section 2.5, below. Payments shall be made in the form of cheek or wire transfer as determined by City/Stadium Authority and the Disputed Amount Eserow Officer, respectively. BAHC and City/Autherity shall evenly share any costs of the Disputed Amount Escrow and any ensuing arbitration. Amounts in the-Disputed Amount Eserow shall only be disbursed upon mutual agreement of BAHC and City, or upon a final binding order out of arbitration or a reviewing court with jurisdiction. e. Advance Review of Proposed Off-Site Travel/Training
Costs. Prior to incurring expenses (either out of pocket cests or staff time) for which City/Stadium Autherity will be seeking reimbursement associated with off site training programs (Off-Site Training Costs") City/Stadium Authority shall provide BAHC a written summary of anticipated costs, explanation of need for the travel and/er training and a list of the City/Stadium Authority personnel participating ("Proposed Off Site Training Budget"). City/Stadium Authority shall consider, in good faith, BAHC input on Proposed Off-Site Training Budget, but shall reserve the right, in its sole diseretion, to determine the training they-deem necessary to assure public safety at the World Cup Stadium Events, and to seek reimbursement therefor. BAHC reserves the right to dispute any submittal for reimbursement of such costs as provided this Section 2.3.2, above.
2.3.3 Actual Event Expenses:
a. Advance Payments. BAHC agrees to make advance
ayments to City/Stadium Authority to offset projected Actual Event Expenses (each an 'Advance Payment" and collectively the "Advance Payments") as follows b. First Advance Payment: Fifty Percent (50%) of the most recent Updated Estimate for Actual Event Expenses (as of April 1, 2026) payable on or before May t, 2026.
C. Second Advance Payment: Twenty-Five Percent (25%) of the most reeent Updated Estimate for Actual Event Expenses (as of June 1, 2026) payable on or before June 22, 2026.
For example, if the Updated Cost Estimate for Actual Event Expenses as of April 15, 2026, is $8 million, the First Installment Payment due and payable by BAHC to City/Stadium Authority by on or before May 1, 2026, would be 50% of $8 million, or $4,000,000. If the Updated Cost Estimate for Actual Event Expenses as of June 1, 2026, has changed and is now $8.5 millien, the Second Installment Payment due and payable by BAHC to City/Stadium Authority by on or before June 22, 2026 would be 25% of $8.5 million, or $2,125,000
d. Actual Event Expense Invoice Process. City/Stadium
7 4920-1636-9685.2
Authority Actual Event Expenses are expected to be incurred with respect to activities at or around the Stadium commencing on or about June 7, 2026 and ending on or about July 4, 2026 "Primary Event Operations Period"). Note: This projected Primary Event Operations Period is subjeet to adjustment based upen input from FIFA, federal or state authorities, or the Santa Clara Police Department.) City/Stadium Authority shall submit a Payment Request to BAIC with respect to Actual Event Expenses recerded for such time period in the form attached hereto as Exhibit D and shall endeavor to de so by on or before August 21, 2026 (the "Primary Event Expense Request"):
The Primary Event Expense Request shall include a statement of beth City/Stadium Authority staff time and out of peeket expenses paid or owed to third parties if known at that time. With respect to any Actual Event Expenses not recorded or invoieed at the time of the Primary Event Expense Request, ineluding, without limitation, City/Stadium Authority staff time and third party cests net yet invoiced to City/Stadium Autherity, City/Stadium Authority shall submit a proposed final Payment Request and shall endeavor to do so by on or before September 18, 2026 (the "Final Payment Request"). For beth the Primary Event Expense Request and the Final Payment Request, all City/Stadium Authority staff time shall be billed at City/Stadium Authority then applicable full costs recovery rates consistent with existing practices for other Non NFL. Events held at the Stadium. Staff costs shall be billed on an hourly basis in one quarter of an hour (15 minute) increments and shall include a description of the work by category as set forth on Exhibit D.
Payment Request submittals should also include reasonable supporting documentation (e.g., timecard reports by position, actual receipts, statements, proof of purchase, and invoices showing that payment was made) evidencing the incurrence of Qualified Event Expenses. e. BAHC Initial Review for Completeness. Upen receipt of either a Primary Event Expense Request or a Final Payment Request, BAHC shall have twentyone (21) days from the receipt of such request to review-and confirm such request contains all relevant and required supperting deeumentation for eligible Actual Event Expenses, or any other Qualified Event Expenses proposed therein for payment. If BAHC reasenably determines that any information or documentation is missing or incomplete, BAHC shall notify City/Stadium Authority and City/Stadium Authority shall work in goed faith to provide BAHC with the requested information within five (5) days of receipt of such request. Such Payment Request shalt be deemed to be "complete" when BAHC has received the reasonably requested information needed to review the Payment Request (each a "Completed Payment Request"). f. Final Review: Dispute Process. Within forty (40) days of a Primary Event Expense Request or a Final Payment Request, or fifteen (15) days after receipt of a Completed Payment Request for incomplete or missing documentation, whichever is later, BAHC shall inform the City in writing of any amount of the Payment Request that it does not approve (the "Disputed Amount") and the reason(s) for such disapproval. Any such appreval must be based on BAH's reasonable determination that the Disputed Amount does not qualify as a Qualified Event Expense under the terms of this Agreement. Any amount of a Completed Payment Request not so disputed shall be deemed approved and paid by BAHC as provided in Section 2.3.3.e, below:
In the event BAIC reasenably disputes any portion of a Payment Request, BAHC and City agree to immediately meet and confer in good faith te resolve the dispute. If after two meet and confer sessions, the parties have been unable to reselve the dispute, the dispute shall be subjeet to the dispute resolution process described in Sectien 2.5, below:
8 4920-1636-9685.2
g. Payment of Undisputed Amounts to City and Disputed
Amounts to Escrow: Within sixty (60) days after receipt of a Completed Payment Request BAHC shall (i) submit payment to the City in the amount by which the Payment Request exceeds the amounts already paid to City/Authority in the form of Advance Payments, less any Disputed Amount; and (ii) depesit the Disputed Amount into the Disputed Amount Eserow provided under Section 2.3.2.d, above. Payments shall be made in the form of cheek or wire transfer as determined by City and the Disputed Amount Eserow Officer, respeetively. For example, if a Completed Primary Event Expense Request is $7.5 millien, City/Stadium Authority has already-received $5.8 million in Advance Payments, and there is a Disputed Amount of $200,000, the amount due and payable by BAHC to City/Authority-with respect to such request under the terms of this Section would be $1.5 millien, and the deposit into the Disputed Amount Eserow would be $200,000.
2.3.4 Special Rules for Equipment Costs per the Public Safety Plan. a. In General. The Parties agree that certain public safety, fransportation management] and related equipment will be required in connection with City/Stadium Autherity required and necessary publie safety and transportation support services for the World Cup Stadium Events (*Required Event Equipment"), and the reasonable cost of such equipment shall constitute Qualified Event Expenses hereunder:
b. Equipment List. The agreed upon initial list of Required Event Equipment, including the estimated purchase or lease costs to be billed to BAHC for each, is presented as a subcategory within the attached Exhibit C. Such list, and the related estimated cost of each piece of equipment, will be updated from time to time consistent with the provisions set forth in Section 2.2, above.
c. Purchased Equipment. Prior to purchasing any Required Event Equipment for which the entire purchase price is proposed to be expensed to BAHC, City/Stadium Authority shall first obtain BAHC's written approval for such purchase.
City/Stadium Autherity shall follow its own procurement policies and shall endeavor to obtain any such Required Event Equipment at the best available commercial rates; provided, however, if BAHC is able to facilitate the purchase of the same equipment at lower cost, and such facilitation can be implemented consistent with City's legal procurement requirements, then the City/Stadium Authority agrees to allow BAHC to coordinate such process. The purchase price for Required Event Equipment purchased for BAHC by City/Authority for use at the event shall be chargeable as a Qualified Event Expense to BAHC once payment is made. City/Stadium Authority shall endeavor to include such cost in the next scheduled Payment Request submittal. Once City/Stadium Autherity has been reimbursed and purchased Required Equipment is no longer needed for World Cup Events, at BAH's option, such equipment, subjeet to applicable laws, shall either be transferred to BAHC or seld, with the proceeds of such sale, less reasenable sales expenses, paid te BAHC.
d. Leased Equipment. With respect to Required Equipment to be leased to BAHC by City/Stadium Authority for use at World Cup Stadium Events, the associated tease charges shall be chargeable as a Qualified Event Expense for the number of days deployed for event support. City/Stadium Authority shall endeavor to include all corresponding lease charges in the Primary Event Expense Request submittal provided in 2.3.3.b, above. In determining the appropriate lease charge amount the following shall apply: (a) the lease rate for 4920-1636-9685.2
Required Equipment that itself was leased from a third party shall be a pass through of the lease rate cost charged to City/Stadium Authority; (b) the lease rate for purchased equipment shall be determined in consideration of "market rates" for such equipment, to the extent available, wear and tear on the leased equipment, projected maintenance costs, amortized capital reserve replacement costs, and other relevant factors, after consultations with BAH regarding methodology; and (e) the lease rate shall net include any lease administration overhead fee; instead, any staff time/costs directly associated with procurement or management of leased assets necessary for World Cup Events shall be accounted for and billed direetly as a Qualified Expense Cost.
2.3.5 Miscellaneous or Unexpected Costs. Any Miscellaneous or Unexpeeted Cest approved or proposed under the terms of Section 2.l, above, shall (a) be included as a line item by City/Stadium Authority in their next Updated Event Cost Estimate submittal, in accordance with the process forth in Section 2.2.2, above; and (b) once such cost is incurred, shall be propesed for payment by City/Stadium Authority under their next applicable Payment Request submittal, in accordance with the process set forth in either Section 2.3.2, or 23.3.b, above, depending upon when the Miscellaneous or Unexpected Cost expense was incurred. For example; if the Miscellaneous or Unexpected Cost expense was incurred during the event planning phase, prior to the Primary Event Operations Period, it would be included as an expense in the next submitted monthly Payment Request for Event Planning and Training Expenses. If the expense was incurred after the commencement of the Primary Event Operations Period, it would be included as an expense and submitted as part of the Primary Event Expense Request for the Final Payment Request:
2.3.6 Pre-Agreement Expenses. Amounts previously incurred by the City/Stadium Authority prior to the date of the FA in the amount of up to $150,000, shall be reimbursable to the City/Stadium Authority after all amounts due to City/Stadium Authority have been paid hereunder, or pursuant to the provisions of Section 3.3.3, below, provided that Government Funding amounts are available to reimburse such amounts to City/Stadium Authority:
BAHC shall not be obligated to pay any Pre-Agreement Expenses to City/Stadium Authority directly or indirectly other than as set forth above.
2.4 ManCo/Stadium Authority Expenses.
ManCo agrees to provide BAHC with operational support services in connection with World Cup Stadium Event activities in and around the Stadium on the terms set forth in this Agreement ("Operational Support Services"). Such Operational Support Services shall generally be consistent with the event-related services provided by ManCo for Stadium Events to be accounted for using the then in effect Financial Management System used for Non-NFL Events.
As part of its obligations hereunder, BAHC shall be responsible for the payment to ManCo of all "ManCo Event Expenses;" such expenses shall include, without limitation, cost for private security, janitorial services, parking and other event staffing, utility costs, and other event specific expenses incurred by ManCo in connection with providing Operational Support Services. Such ManCo Event Expenses shall be invoiced by ManCo to BAHC as mutually agreed upon by ManCo and BAHC, and payable within sixty (60) days of receipt of such invoice. ManCo shall retain, and make available for Stadium Authority review, records of Operational Support Services consistent with current practices for all Stadium Events.
10 4920-1636-96852
THE CITY SHOULD NOT BE A PARTY TO THIS ASSIGNMENT. BAHC AND TEAMCO SHOULD
PAY ALL PUBLIC EXPENDITURE VIA A DEPOSIT REQUIRED BY A SEPARATE AGREEMENT
2.5 Cest Reconciliation/Dispute Resolution.
2.5.1 Selection of an Arbitrator. Within thirty(30) days after the Effeetive Date, BAIC and City/Stadium Authority will meet and confer to select and contract with an arbitrator to be on "stand by" to resolve disputes over Disputed Amounts that the parties are unable to resolve themselves after meeting and conferring as provided in Sections 2.3.2(d) or 2.3.3(d), above, under the terms set forth in this Section 2.5. The arbitrater should have experience adjudicating matters involving complex agreements, disputed payments and services, and accounting, and must be approved by BAHC and City/Stadium Authority ("Approved Arbitrator").
2.5.2 Interim/Expedited Dispute Resolution.
Hf at any time during the term of this Agreement Disputed Amounts deposited into the Disputed Amount Escrow exceed $200,000, and the parties have been unable to resolve their dispute(s) with respeet to such amounts after meeting and conferring under the terms of Section 23.2.c, above, either BAHC or City/Stadium Autherity shall have the right, by written netice to the other party, to initiate expedited binding arbitration to resolve their dispute (Expedited Arbitration"). The Expedited Arbitration shall be conducted on a confidential basis by the Approved Arbitrator: The arbitration process schedule will be designed to allow a final decision in such matter to oceur within sixty (60) days. Any deeision or award as a result of such arbitration shall be in writing and shall previde an explanation for all conclusions of law and fact.
Any award of arbitration may be confirmed in a court of competent jurisdiction. The costs of such arbitration shall be shared 50/50 by the parties, and each party shall bear the cost of their own atterney's fees. If by March 1, 2026, no party has initiated Expedited Arbitration, disputes between the parties with respect amounts deposited into the Disputed Eserow Account, including amounts deposited after March 1, 2026, shall be reselved as part of the final reconciliation/dispute resolution process set forth in Section 2.5.2, below:
2.5.3 Final Reconciliation/Dispute Resolution. If there are unresolved disputes regarding Payment Requests for Event Planning and Training Expenses, Required Equipment Expenses, or Miscellaneous or Unexpected Costs, and BAHC has reserved its rights respeet to such disputes, or if BAHC has disputed amounts requested for reimbursement in the Primary Event Expense Request or the Final Payment Request submittal and, after meeting and conferring in good faith to reselve such dispute(s) the Parties have been unable to reach agreement, then either party may tender such disputes to final, binding arbitration for resolution (*Final Arbitration"). The Final Arbitration shall be conducted on a confidential basis by the Approved Arbitrater. Any decision or award as a result of such arbitration shall be in writing and shall provide an explanation for all conelusions of law and fact. Any award of arbitration may be confirmed in a court of competent jurisdiction. The costs of such arbitration shall be shared 50/50 by the parties, and each party shall bear the cost of their own attorney's fees.
World Cup Stadium Event Revenues.
3.1 Stadium Agreement Rent: Other Revenues.
11 4920-1636-9685 2
3.1.1 BAHC. BAHC shall be solely entitled te
receive the revenues a due and payable from FIFA under the terms of the Stadium Agreement for use of the Stadium for World Cup Stadium Events. Such revenues shall include any profits of commissions from resales of Hospitality Packages or Suites allocated to BAHC by FIFA pursuant to the terms of the Hest City Agreement:
WHY SHOULD THE STADIUM AUTHORITY AGREE TO TURN OVER REVENUE TO BAHC
WHEN IT APPEARS THAT BAHC ALREADY DOESN'T HAVE SUFFICIENT ASSETS TO PAY CITY FOR PUBLIC SERVICES?
WHAT REVENUE AND PROFITS OR COMMISSIONS ARE PROJECTED TO BE ALLOCATED TO BAHC BY FIFA? WHERE IS THE HOST CITY AGREEMENT?
3.1.2 49ers. ManCo acknowledges and agrees that
Forty Niners SC Stadium Company LLC shall not receive revenues from the sale of suites for the World Cup Stadium Events. ManCo acknowledges that FIFA shall control the use of such suites, and that Forty Niners SC Stadium Company LLC shall be required to purchase from FIFA (or its designee) any suites to satisfy its contractual obligations to third parties under existing contracts with suite holders, including any Owners Club suite holders.
WHAT IS THE PURPOSE OF THIS SECTION? SHOULDN'T STAFF PERFORM DUE
DILLIGENCE TO INQUIRE WHAT EFFECT AL GUIDO'S SIGNING OF THE ORIGINAL ADDENDUM WOULD HAVE HAD ON HIS FINANCIAL INTERST IN STADIUM COMPANY? SHOULDN'T MR. GUIDO BE REQUIRED TO SIGN AN AFFIDAVIT PURSUANT TO SECTION 1094 OF THE GOVERNMENT CODE?
3.2 Non-NFL Event Ticket Surcharge.
3.2.1 In General. All tickets sold for World Cup
soccer matches held at the Stadium shall be subject to a surcharge of a minimum of Four ($4.00) and a maximum of Six Dollars ($6.00) per ticket sold to be collected on behalf of and paid to the Stadium Authority on the terms provided herein ("FIFA Ticket Surcharge"). For example, if the average number of tickets sold at each of the currently scheduled six soccer matches at the Stadium was 60,000 tickets per match, and the FIFA Ticket Surcharge is approved by FIFA to be implemented at $6.00, the FIFA Ticket Surcharge revenues generated would equal $2.16 million (60,000 tickets x 6 matches x $6 per ticket). Subject to FIFA approval, the FIFA Ticket Surcharge shall be imposed and collected in a manner consistent with ManCo's imposition and collection of the Ticket Surcharge for non-NFL Events under the Stadium Lease. Acting on behalf of the Stadium Authority under the terms of the Management Agreement, ManCo shall exercise best efforts to cause the imposition, collection and payment of the FIFA Ticket Surcharge to the Stadium Authority as provided hereunder, and also to account to Stadium Authority the number of tickets that were not eligible for a Ticket Surcharge. BAHC agrees that to the extent that the FIFA Ticket Surcharge is imposed at an amount less than $6.00 per ticket sold, BAHC shall develop a financial 12 4920-1636-9685.2
mechanism and, upon Stadium Authority approval, implement such mechanism, whereby the Stadium Authority shall be guaranteed to receive the equivalent of a $6.00 FIFA Ticket Surcharge, with no resulting increase in City/Stadium Authority World Cup Event costs/obligations, or decrease in any other City/Stadium Authority revenues/rights, under the terms of this Agreement.
3.2.2 Stadium Authority Accounting for FIFA
Ticket Surcharge. One colleeted, under the terms of the Stadium Lease, Stadium Authority shall deposit FIFA Tieket Surcharge revenues as follows: 50% into the Stadium Authority general revenues account and 50% into the Diseretionary Fund. ONCE COLLECTED 100% OF SUCH
SURCHARGES SHALL BE CREDITED TO CITY AGAINST ANY OUTSTANDING CITY EXPENDITURES.
3.3 Other Revenues/Funding.
CITY AND STADIUM AUTHORITY SHALL BE RESPONSIBLE FOR APPLYING FOR ANY GRANT FUNDING THAT THEY DEEM APPROPRIATE. MANAGER AND BAHC SHALL FULLY
COOPERATE WITH ANY GRANT APPLICATIONS AND PROVIDE ALL INFORMATION
REQUESTED, AND SPECIFICALLY AGREE TO DISCLOSE ALL INFORMATION THAT MAY
HAVE BEEN REDACTED IN ORDER THAT CITY AND AN STADIUM AUTHORITY WILL NOT
BE SUBJECT TO LIABILITY UNDER ANY FALSE CLAIMS ACT, ANTI-KICKBACK PROVISIONS, OR OTHER PUBLIC INTEGRITY REQUIREMENT OF GRANT REGULATIONS.
ANY GRANT FUNDS RECEIVED SHALL BE CREDITED AGAINST ANY OUTSTANDING CITY EXPENDITURES.
3.3.1 Cooperation. To finance its
obligations under the terms of the Stadium Agreement and the Host City Agreement, BAHC will be seeking funding from various public and private sources. City/Stadium Authority and BAHC agree to cooperate in such fundraising efforts. Such cooperation will include: (a) reasonable efforts to pursue direet federal/state/regional funding (*New Gevernment Funding") or in kind contributions of federal/state resources that may offset/reduce Qualified Event Expenses or replace City's need to provide World Cup Support Services, respectively; (b) joint/coordinated efforts to meet with federal/state/regional officials; and (c) the preparation and submittal of grant/funding applications, including any necessary support information, either jointly or separately, as appropriate, including whenever such funding sources may allow, requests that funds awarded be earmarked for Qualified Event Expenses.
3.3.2 Pursuit and Allocation of
Existing State OES Funding. -BAHC and City/Authority shall cooperate to obtain the maximum/proportionate share of pending OES funding for World Cup Stadium Events at the Stadium (*OES Funding") for use for Qualified Event Expenses. The County of Santa Clara shall serve as the local administrator of funds and/or meet and confer on the local allocation of OES Funding.
3.3.3 Offset of Government
Funding Against BAHC Obligations to Fund Qualified Event Expenses. To the extent any New 13 4920-1636-9685.2
Government Funding or OES Funding is received and paid to City/Stadium Authority with respeet to City/Stadium Authority Qualified Event Expenses during the term of this Agreement, BAIC's corresponding obligations(s) to reimburse such expenses hereunder shall be reduced on a dollar- for dollar basis as provided in this Section. If the government funding received is earmarked to offset a particular category of Qualified Event Expense (for example, Event Planning and Training Expenses), then that is category of reimbursement obligation that shall be reduced. If the government funding reeeived is not specifically designated, it shall be used to reduce the BAHE Qualified Event Expenses reimbursement obligation arising first in time under the terms of this Agreement, for which such monies can lawfully be used. If the government funding is not actually received but is otherwise expressly committed to fund City/Stadium Authority Qualified Event Expenses, the parties will meet and confer to determine how and when BAH's obligations shall be reduced hereunder. The ultimate decision on this will be made by City/Stadium in their reasonable discretion. Factors to be reasonably considered by the Parties include the diseretionary or administrative nature of any conditions imposed by the government funding source to the actual distribution of funds, the amounts involved, and the timing for any such distribution. If government funding earmarked for Qualified Event Expenses is received by City/Stadium Authority after BAIC has fulfilled its reimbursement obligations hereunder, such that City/Stadium Authority shall have received funding for Qualified Event Expenses in excess of the actual amount of its Qualified Event Expenses ("Surplus Funding Amount"), BAHC shall be entitled to receive reimbursement frem City/Stadium Authority of such Surplus Funding Amount.
4. Stadium Improvements.
4.1 In General. As required under the Stadium Agreement, BAHC shall be responsible for causing the construction of certain modifications to the Stadium to meet FIFA standards and specifications ultimately required by FIFA for the World Cup Stadium Events ("Stadium Improvements"). The primary required Stadium Improvement involves modifications to seating at the corners of the field area to allow for a larger field playing surface, as currently submitted to the City and approved by FIFA, and related improvements ("Field Improvements"). As more specifically provided in this Section below, at no cost to Stadium Authority, ManCo shall be responsible for paying all costs associated with the completion of the Stadium Improvements and shall be responsible for the implementation of the Field Improvements and City shall be responsible for the review and issuance of any required building permits consistent with City standards. By approving this Agreement, Stadium Authority acknowledges that it has reviewed and approved the Field Improvement and corresponding permits submitted by ManCo to the City and Stadium Authority and consented to City's issuance of all related building such permits.
4.2 Stadium Authority; City Approval. BAHC and ManCo shall seek Stadium Authority approval for all additional Stadium Improvements projects outside the Tenant Exclusive Areas where required under the existing Stadium agreements. As of the Effective Date, the only Stadium Improvement project expected to exceed this threshold are the Field Improvements. In no event shall BAHC commence construction of any Stadium Improvements pursuant to the provisions of this Section 4 until such time as BAHC shall have obtained all necessary governmental approvals and permits to so construct such improvements, including required permits and approvals issued by the planning, building and permitting divisions of the City. 14 4920-1636-9685.2
4.3 Project Implementation.
4.3.1 In General. Except as
otherwise expressly provided herein, all Stadium Improvements, including the Field Improvements project, shall be overseen and implemented by ManCo in accordance with standards and processes set forth in the Management Agreement, applicable Stadium Authority administrative policies (e.g., procurement processes, project accounting and labor requirements), FIFA requirements, and all City-issued permits and approvals.
4.3.2 Timing. BAHC and ManCo are responsible for assuring that all Stadium Improvements shall be constructed in a manner and on a schedule so as not to interfere with other Stadium Events, including NFL Events and ticketed and non-ticketed Non-NFL Events.
The current projected timeline for construction of the Field Improvements is for project commencement on or about February 12, 2025 with project completion on or about June 18, 2025.
4.3.3 Funding: Financial Assurances. The cost for implementing the Stadium Improvements will be paid directly by ManCo without reimbursement from or charge to the Stadium Authority or any public entity. ManCo shall seek reimbursement of such costs directly from the BAHC, with funds derived solely from private sources, on terms mutually agreed by ManCo and BAHC. Such costs will include, without limitation, the cost of project design, City permit and inspection fees, materials and labor costs, required insurance, bonds, etc. Such costs will also include any change orders or cost overruns. BAHC shall protect, indemnify, and hold City and Stadium Authority, and their respective officers, directors, employees and agents harmless from and against any claims for damages and related liabilities or costs, including attorney's fees, alleged or received from contractors, subcontractors or any other third parties in connection with the design or construction of the Stadium Improvements. In accordance with standard practices for privately-financed improvements at the Stadium, ManCo will require that contracts for the design and construction of all Stadium Improvements will include standard insurance naming City and Stadium Authority as additional insureds, and corresponding underlying indemnities.
4.3.4 Compliance with Applicable Law. BAHC and ManCo shall carry out the design, construction and operation of the Stadium Improvements in conformity with all applicable governmental requirements, including all applicable federal and state labor standards (including without limitation, if applicable, provisions for payment of prevailing wages) and any other applicable development standards, building, plumbing, mechanical and electrical codes that are applicable. With respect to California Labor Code Section 1720, et seq., and its implementing regulations, regarding the payment of prevailing wages (the "Prevailing Wage Law") BAHC and ManCo shall be solely responsible for determining and effectuating compliance with the Prevailing Wage Laws. BAHC and ManCo hereby releases from liability, and agrees to indemnify, defend, assume all responsibility for and hold Stadium Authority and its officers, employees, agents and representatives, harmless from any and all claims, demands, actions, suits, proceedings, fines, penalties, damages, expenses resulting from, arising out of, or based upon their acts or omissions pertaining to the compliance with all applicable laws, including Prevailing Wage Law in connection with installing the Stadium Improvements. The foregoing indemnity shall survive termination of this Agreement and shall continue after completion of the construction and development of the Stadium Improvements by BAHC.
15 4920-1636-9685.2
THIS APPEARS TO BE AN ATTEMPT TO AVOID THE REQUIREMENTS OF LABOR CODE SECTION 1720. BAHC'S INSISTANCE ON STADIUM AUTHORITY PUBLIC FUNDING TO
SUPPORT THE EVENT UNDERCUTS ITS ATTEMPT TO AVOID APPLICATION OF THE LABOR CODE IN THAT IT CLEARLY CREATES A PROJECT FUNDED IN PART BY PUBLIC FUNDS.
HAS THE CITY ATTORNEY RESEARCHED WHETHER SUCH A DELEGATION OF
RESPONSIBILYT AND INCLUSION OF INDEMNIFICATION IS IN COMPLIANCE WITH CALIFORNIA LABOR LAW?
4.3.5 Ownership of Improvements: Option to Remove and Restore. After the completion of all World Cup Stadium Events, BAHC shall have the option to elect to remove and take ownership of any Stadium Improvements that can feasibly be removed without doing irreparable damage to the Stadium. In the event BAHC makes this election, the Parties will meet and confer to develop a plan for removal that does not materially interfere with ongoing Stadium operations, and that provides for restoration of the Stadium to its original condition at BAHC's sole cost. If BAHC does not elect to remove the improvements, or a reasonable plan for removal and restoration cannot be agreed to by the Parties after good faith efforts, the Stadium Improvements will become the sole property of the Stadium Authority.
4.3.6 Other Improvements. Any modifications to Stadium signage or other facilities to allow for rebranding or marketing for FIFA or their commercial affiliates shall be removed by BAHC, working with ManCo, all at BAHC's sole cost.
4.3.7 Consideration for BAHC. In consideration for BAHC's commitment hereunder to assume all obligations under the Stadium Agreement, in particular its commitment to cause the construction of the Stadium Improvements, Stadium Authority agrees to meet and confer with BAHC on terms for BAHC receiving access to Stadium office facilities (for administrative and major event support uses) and non-ticketed event spaces (for a defined number of BAHC sponsored special or community events) "at cost" (i.e., no access or rental fees provided that all actual, direct office or event expenses are paid.
5. Additional Agreements
5.1 Permit Processing. City/Stadium Authority agrees to work in good faith to expedite the processing of all necessary lieenses, authorizations, permits, grants, orders, decisions, or any other acts required of the Stadium Authority or City in connection to the Stadium Agreement or the World Cup Stadium Events ("Event Permits"). City/Stadium Authority reserves the right to approve, condition or disapprove in accerdance with applicable legal standards for governmental diseretion. BAHC shall be responsible for payment of all standard City/Stadium Authority processing fees associated with all required permits/approvals. If expedited Event Permits processing is necessary that cannot be accommodated using only existing City/Stadium Authority staff, BAHC may request that City procure outside contractor assistance to assist with such processing. City agrees to meet and confer with BAH regarding any such request to determine the viability and cost of this option. If the parties agree to proceed with the procurement of outside contractor assistance, the procurement shall be done in accordance with applicable City standards, and the costs for the contractor assistance shall be paid by BAHC. 16 4920-1636-9685.2
ANY CITY OBLIGATIONS SHOULD BE SET FORTH IN A SEPARATE AGREEMENT AS THE
CITY SHOULD NOT BE A PARTY TO THIS ASSIGNMENT
5.2 Communications with PIPA: Defining/Managing
Exclusive/Non-Exclusive World Cup Stadium Events Periods. Unless otherwise agreed between the Parties, BAHC shall be the lead organization working and interfacing with FIFA.
Notwithstanding the foregoing, BAHC shall consult with City/Stadium Authority and, upon City/Stadium Authority reasonable request, connect City/Stadium Authority with FIFA on discussions that relate to the following matters: (a) security and transportation management requirements at or around the Stadium, (b) tieket surcharge implementation, (c) any proposed waiver/offset of City taxes/fees, or (c) marketing opportunities/limitations for City/Stadium Authority assets. In addition, the Parties agree to cooperate in obtaining information from FIFA to define the Non-Exclusive and Exelusive operations periods for the World Cup Stadium Events, and to obtain any necessary parameters or approvals from FIFA to permit the booking and holding of revenue generating ticketed and nonticketed Non-NFL Events at the Stadium during such period(s).
NEITHER THE CITY NOR THE STADIUM AUTHORITY SHOULD AGREE TO ANY
RESTRICTION ON THEIR RIGHTS TO COMMUNICATE WITH FIFA OR THEIR RIGHTS
UNDER THE FIRST AMENDMENT
5.3 Development of the Public Safety Plan. City shall take the lead on preparing a draft public safety plan for the World Cup Stadium Events ("Public Safety Plan") and shall solicit stakeholder input both in the preparation and refinements of such plan.
Stakeholders shall include federal, state and regional governmental authorities with jurisdiction, FIFA, BAHC and ManCo. The Public Safety Plan shall be periodically updated and re distributed for stakeholder input in City's discretion in order te respond to stakeholder comments and changes in security requirements or threat assessments. The final Publie Safety Plan shall be consistent with all federal, state, regional, City and FIFA requirements. City shall have final approval authority over the Public Safety Plan and will be the local law enforcement authority responsible for the implementation of the Public Safety Plan. This includes coordination with other federal, state and regional law enforcement officials/departments, contracting with and oversight of other reginal/local law enforcement agencies, and actual City staff deployment and provision of assigned World Cup Event Support Services under the Public Safety Plan. The Public Safety Plan will include, among other terms, provisions for 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, Post Event Review:
THIS APPEARS TO BE COVERED UNDER PRE-EXISTING AGREEMENTS WITH MANCO. IF
THERE IS A NEED FOR BAHC TO REQUEST SPECIAL SERVICES FROM THE CITY, IT
SHOULD BE VIA A SEPARATE AGREEMENT, AS THE CITY SHOULD NOT BE A PARTY TO THIS ASSIGNMENT.
17 4920-1636-9685.2
5.4 Convention Center Usage. BAHC has indicated that it desires to book 100% of the space at the City's Cenvention Center for World Cup Stadium Events related activities for the entire duration of the Exclusive Use Period (World Cup Convention Center Use"). Formal agreements for BAHC/FIFA World Cup Center Use shall be negotiated by BAHC directly with the City's Convention Center operator in accordance with then applicable standard terms and rates. If the parties have not reached agreements for World Cup Convention Center Use by April 1, 2025, with standard deposits submitted, the Convention Center Operator shall be free to market the Convention Center to third parties for alternative uses subjeet te compliance with existing City/Stadium Agreements with Forty Niners SC Stadium Company LL€ ("StadCo").
5.5 Other Local Events. The parties agree to meet and confer regarding any other World Cup Stadium Events that FIFA/BAHC desire to hold within the City.
As part of this process, City agrees to identify any approvals or support services that may be necessary to support such events, and, if City approves such events, reasonable terms for City provision of City support services. BAHC agrees to meet and confer with City on any World Cup related events proposed by City to determine if BAHC/FIFA co-sponsorship or support for any such event may be available; provided, however, neither BAHC or FIFA will be obligated to provided sponsership or support for any such event.
5.6 Youth Sports Park. If permissible under the Public Safely Plan, the Parties shall cooperate in negotiations with FIFA to maintain, to the maximum extent possible, full access to and use of the Youth Sports Park ("YSP") by youth sports teams during the Non-Exclusive or Exclusive Use periods for the World Cup Stadium Events. To the extent the YSP is unavailable for typically scheduled use during this time period (comprised primarily of evening practices during the week and some weekend day games), City and BAHC shall use reasonable efforts to work together to identify and obtain access to alternative fields for displaced YSP users at equivalent rates, and/or provide some other form of support for such displaced users. If FIFA proposes to use YSP fields for team practices, or other World Cup related events, such use shall be subject to City's prior approval, and BAHC shall be responsible for causing FIFA to return such fields to their original condition prior to such use, or for funding any necessary field remediation work at its cost.
PER PREVIOUS COMMENTS, THE CITY SHOULD NOT BE A PARTY TO THIS ASSIGNMENT.
CITY OBLIGATIONS AND RIGHTS SHOULD BE ADDRESSED IN A SEPARATE AGREEMENT.
5.7 Third Party Rights/Approvals.
5.7.1 Except as expressly provided in Sections 5.7.2 below, at its necessary, buyout or satisfy any third party rights, as necessary to implement the terms of the Stadium Agreement from any entity or individual with contractual rights or interests, includins any individual or entity with ticket allocation or purchase rights. that may be adversely affected b or displaced by FIFA's rights under the Stadium Agreement ("FIFA Impacted Parties"). BAHC shall protect, indemnify, and hold City and Stadium Authority, and their respective officers, 18 4920-1636-9685.2
liabilities or costs, including attorney's fees, alleged or made by FIFA Impacted Parties as a result of the exercise by FIFA of its rights under the Stadium Agreement.
5.7.2 At its sole cost, Stadium Authority shall purchase all required tickets and suites for World Cup Stadium Events as required under Sections 5 and 6 of Schedule 1 to SCSA's Naming Rights Agreement with Levi Strauss & Company ("Levi's Naming Rights Assets Cost"') at a cost not to exceed $1.625 million ("Stadium Authority Maximum Levi's Assets Obligation"). To the extent the Levi's Naming Rights Assets Costs exceeds the Stadium A
5.8 Accounting Requirements
5.8.1 In General. ManCo, as a cost of the event to be billed to BAHC, shall be responsible for providing initial and final accounting of all World Cup Stadium Event costs and FIFA Ticket Surcharge revenues in accordance with then applicable standards for NonNFL Events under the Management Agreement (including Article 4), and contained in Stadium Authority administrative policies using the then in effect Financial Management System. A final accounting shall be provided to BAHC by no later than March 31, 2027 ("Final Event Accounting"). A final accounting of FIFA Ticket Surcharge revenues shall be provided to Stadium Authority by no later than March 31, 2027. Further, ManCo shall maintain all backup documentation of charges to the Stadium Authority (in accordance with then applicable standards) for its review in the normal course of business to confirm that no ManCo Event Expenses in connection with the World Cup Stadium Events are charged to the Stadium Authority.
WHY SHOULDN'T BAHC HAVE TO ACCOUNT FOR ALL REVENUE IT RECEIVES AS A RESULT OF THIS ASSIGNMENT? IF BAHC WILL NOT PRE-DEPOSIT ALL FUNDS TO BE
EXPENDED BY THE CITY, THEN THE STADIUM AUTHORITY SHOULD OBTAIN A SECURITY INTEREST IN ALL BAHC REVENUE, NOT JUST TICKET SURCHARGE REVENUE.
5.8.2 Option for Independent Accounting. After reviewing the Final Event Accounting, any Party may initiate, at its sole cost, a supplemental third party accounting/audit process of applicable World Cup Stadium Event cests and FIFA Tieket Surcharge revenues by written notice to the other Parties. All Parties agree to cooperate in such process, including by making available to any designated third party auditor, relevant primary and back-up financial records. The Parties agree to meet and confer on the appropriate seope of such process; including provision for maintaining the confidentiality of any private financial records. STADIUM
AUTHORITY SHALL HAVE THE RIGHT TO AUDIT ALL OF THE TRANSACTIONS CONDUCTED BY BAHC AND MANCO WITH RESPECT TO THE EVENT. THE COST OF SUCH AUDIT SHALL BE BORNE BY BAHC.
5.9 Conflicts of Interest Terms/Policies
5.9.1 For ManCo. In implementing their obligations under the terms of this Agreement, ManCo, its members, officers and employees, agree that their conduct shall comply with their obligations and standards of care set forth in the Management Agreement, applicable Stadium Authority administrative polices, and all applicable state and local laws, including conflict of interest laws, and the conflict-of-interest policies previously approved by 19 4920-1636-9685.2
Stadium Authority and adopted by ManCo. While ManCo is authorized to and should, consistent with terms of this Agreement, provide the necessary cooperation, support and services to BAHO to allow BAHC to fulfill its obligations under the terms of this Agreement and the Stadium Agreement, ManCo acknowledges and agrees that in no event shall such cooperation and support be provided in a manner inconsistent with its obligations under this Section and its duties to Stadium Authority.
WHAT DOES THE HIGHLIGHTED LANGUAGE REFER TO? SECTION 8 OF THE SEPTEMBER 2022 SETTLEMENT AGREEMENT IS NOT CONSISTENT WITH STATE CONFLICT OF INTEREST LAW. THE THEN-INTERIM CITY ATTORNEY'S ERROR IN APPROVING THAT LANGUAGE SHOULD NOT BE REAFFIRMED BY APPROVING IT IN THIS DOCUMENT.
5.9.2 For BAHC. BAHC represents that no StadCo or
ManCo official has or shall participate on behalf of BAHC in any action to approve this Agreement, or to implement the terms and conditions hereof. Notwithstanding the foregoing, City/Stadium Authority acknowledges and agrees that one or more StadCo or ManCo officials may be involved in fundraising activities, the proceeds of which may be used to finance one or more of BAHC'S obligations under the Host City Agreement, the Stadium Agreement or this Agreement, and that any such fundraising activities, being in the mutual interest of the Parties, shall not violate the terms of this Section.
5.9.3 All Parties. All Parties shall comply with all federal, state and local laws, including conflict of interest laws, applicable to their conduct in approving or implementing the terms of this Agreement.
5.10 No City/Stadium Authority Obligation to Waive Rights with Respect to Local Laws. Taxes and Fees. Notwithstanding any provision in the Host City Agreement or the Stadium Agreement to the contrary, City/Stadium Authority shall have ne obligation to pass or waive any local law, or pass or waive any local tax or fee, except as City Council or Stadium Authority Board may consider and approve, separate and apart from this Agreement, in their sole and unfettered diseretion. This provision shall not modify BAHC obligations with respect to local fees or taxes provided under the terms of the Host City Agreement or the Stadium Agreement.
WHERE IS THE HOST CITY AGREEMENT? WHY SHOULD THIS SECTION BE NECESSARY?
5.11 Marketing of City Assets. City is in the process of developing (a) a list of assets owned or controlled by City near the Stadium (collectively, "City Assets") that City believes may have value as staging sites for World Cup Event activities and/or as platforms for advertising or marketing for FIFA and/or its commercial affiliates and partners ("FIFA Commercial Affiliates") during the event; and (b) a marketing program including proposed uses for such assets ("City Asset Marketing Program"). BAHC and ManCo agree to cooperate with City by providing input on the City Asset Marketing Program and by coordinating with City and FIFA to facilitate City's presentation of the program to appropriate FIFA representatives and/or, as FIFA may direct, FIFA Commercial Affiliates. Such cooperation shall not require the expenditure of any out-of- pocket costs. City shall be solely responsible for the negotiation of any 20 4920-1636-9685.2
terms for use of the City Assets with FIFA, and neither ManCo nor BAHC shall have any responsibility for the outcome of such negotiations. Depending upon the outcome of such negotiations and subject to Public Safety Plan requirements, City shall reserve the right to utilize the City Assets for other purposes during the World Cup Events, including possible community benefit uses in discussions with BAHC, in all cases subject to FIFA requirements under the Stadium Agreement, applicable laws, including "ambush marketing" and other copyright or trademark laws, and any existing contract provisions that are binding on City.
5.12 Community Benefits Programs. BAHC is in the process of developing an organizational community legacy program that it will implement throughout the region. This program will serve to address challenges that are consistently faced by residents across the nine counties of the Bay Area, inclusive of the County and City of Santa Clara. Where the residents of the City of Santa Clara or programs that are based in the City of Santa Clara meet the eligibility requirements to be considered for these programs, then these individuals, organizations, and programs may apply as part of the normal process of application. BAHC will make best efforts to ensure that City staff and possible beneficiaries with the City are aware of the latest community programs and initiatives.
ManCo Obligation to Mitigate Pre-empted Non-NFL Event Scheduling Window. In connection with the development of the Annual Stadium Authority Budget for fiscal year ending March 31, 2027, ManCo shall develop a marketing plan for such fiscal year that mitigates potential revenue losses associated with the Stadium being unavailable for third-party events during the World Cup Non-Exclusive and Exclusive Use period. Such marketing plan shall be developed in coordination with the Stadium Authority and subject to Stadium Authority approval. Plan elements shall include, at a minimum: (i) coordination with FIFA to maximize Stadium availability before and after FIFA's Exclusive Use Period, (ii) increased use of Stadium for ticketed Non-NFL Events during the Tenant Season; (iii) enhanced measures to target early spring and late summer ticketed Non-NFL Events; and (iv) client-focused initiatives to drive flexibility of timing of private events at the Stadium outside of the Exclusive Use Period.
5.14 Clean Zone/Ambush Marketing Provisions. BAHC shall provide City with any FIFA proposed "clean zone" or "ambush marketing" standards. To the extent enactment of additional local regulations is necessary to implement such standards, City staff shall meet and confer with BAHC and/or FIFA regarding the appropriate form of such regulations and, subject to compliance with all applicable federal and state laws, present such standards to the City Council for its consideration. By law, City Council approval of any such regulations shall be in its sole discretion. BAHC agrees to reimburse City for all reasonable staff costs necessary to prepare such regulations. This provision shall not modify any BAHC obligations under the terms of the Host City Agreement or the Stadium Agreement with respect to "clean zone" or "ambush marketing" standards.
5.15 Point of Sale Designations. BAHC and ManCo agree to take such actions as City identifies in writing as are reasonably necessary to have the City of Santa Clara designated as the "point of sale" for all transactions subject to sales or use taxes in connection with the conduct of and sale of goods and services at World Cup Stadium Events (Applicable Transactions"). City shall identify in writing examples of Applicable Transactions prior to the Effective Date of this Agreement. BAHC and ManCo shall not be required to incur any out-of- pocket costs in connection with their obligations under this Section 5.15. 21 4920-1636-9685.2
5.16 Guarantee of Certain Obligations by TeamCo. As a
condition to the effectiveness of this Agreement, ManCo shall cause Forty Niners Football Company LLC ("TeamCo") to enter into an agreement whereby TeamCo shall provide City/Stadium Authority, on mutually agreeable terms, a financial guaranty ("Guaranty") of BAHC's obligations to (i) reimburse City/Stadium Authority for its Qualified Event Expenses hereunder, as provided in Section 2, above (i) pay for any and all Stadium Improvements (as provided in Section 4, above); and (iii) pay any and all costs or claims necessary to obtain the approvals of or buy-out rights of FIFA Impacted Parties under the terms of Section 5.7.1, above.
The specific terms for the Guaranty shall set forth in that certain "Guaranty of Certain 2026 FIFA World Cup Obligations" to be entered into between City/Stadium Authority, as beneficiary, and TeamCo, as guarantor, concurrently herewith.
6. Risk Management.
6.1 Indemnities.
6.1.1 ManCo Indemnity of City/Stadium Authority. For
any liabilities, damages, suits, claims, loss or judgments that arise from or relate to the services ManCo provides for the City or Stadium Authority for the World Cup Stadium Events, ManCo shall defend, protect, indemnify, and hold the City and Stadium Authority and its respective officers, directors, employees, agents harmless from and against all liabilities, damages, suits, claims and judgments of any nature (including Attorneys' Fees and Costs) pursuant to the Indemnification provisions of Section of 12.1 of the Management Agreement.
6.1.2 BAHC Indemnity of City/Stadium Authority. BAHC
shall defend, protect, indemnify and hold the City/Stadium Authority, and their respective officers, directors, employees, agents harmless from and against any and all liabilities, damages, suits, claims and judgments of any nature (including Attorneys' Fees and Costs) arising from or in connection with any obligation that BAHC assumes under the terms of the Stadium Agreement or the Host City Agreement, or any services that BAHC provides for the World Cup Stadium Events.
This indemnification obligation includes, but is not limited to, (a) any injury to or death of a third person or any damage to property of a third person (including loss of use) resulting from, arising out of or in connection with the World Cup Stadium Events, and (b) the negligence or willful misconduct of BAHC or any of their respective officers, directors, employees, agents, contractors or invitees, or any assumed financial or performance obligation under the terms of the Stadium Agreement or Host City Agreement.
6.1.3 Carve-Out. The obligations to indemnify in Sections
6.1.1, and 6.1.2, above, shall not apply if such liability is ultimately adjudicated to have arisen through the negligence or willful misconduct of City or Stadium Authority; the obligation to defend is not similarly limited.
6.2 Insurance.
6.2.1 Standard Coverages. Throughout the term of
this Agreement, and during the World Cup Events, City and Stadium Authority shall maintain in effect Comprehensive General Liability insurance (CGL) and other standard forms of insurance in the amounts and forms consistent with their then applicable standards for non-NFL Events 22 4920-1636-9685.2
(collectively "Standard Event Insurance"). The cost of such insurance shall be borne by Stadium Authority; provided, however, if under applicable practices, a portion of the cost of the Standard Insurance is allocated to an event and factored into event costs for purposes of determining Stadium Authority revenues from such event, then a similar and proportionate allocation of the cost for such insurance with respect to the World Cup Events shall be charged to and reimbursed by BAHC as a Qualified Event Expense.
6.2.2 Specialty Coverages. City/Stadium
Authority staff, is currently working with their insurance broker to determine if, given the elevated risk profile of the World Cup Events, additional coverage amounts, or specialty coverage(s) are needed to address such elevated risks. The Parties are also seeking information from FIFA as to what coverages they may be providing or requiring. City/Stadium Authority, ManCo and BAHC agree to meet and confer regarding what additional coverages may be necessary based on City/Stadium Authority or FIFA requirements (collectively "Specialty Insurance"). Costs for Specialty Insurance shall be a cost borne by BAHC under the terms of this Agreement. Any additional costs for Specialty Insurance required by FIFA or reasonably deemed necessary by City/Stadium Authority for the World Cup Event shall be a Qualified Event Cost reimbursed by BAHC within the terms of this Agreement. The Parties agree to cooperate to develop a coordinated overall insurance program in order to avoid unnecessary redundancy and to reduce costs.
Late Payments, Default and Remedies.
7.1 Late Payments
Any amount due and payable hereunder by any Party to another Party that is not paid on the due date ("Delinquent Amount") shall accrue interest at the rate of one and one quarter percent (1.25%) per month commencing upon the date such Delinquent Amount was due until paid. Any amount not paid under a good faith dispute as a "Disputed Amount" under the terms of Section 2.3, above, shall not be considered a "Delinquent Amount" under the terms of this Section; provided, however, any such amount shall accrue interest at the rate of 25% per month commencing upon the date such amount was due until paid, and may be the subject of an award granted by the Approved Arbitrator.
7.2 Events Constituting a Default.
7.2.1 Events of Default. A Party shall be in default
hereunder if such Party (a) fails to perform a material obligation hereunder; (b) fails to pay an amount owed to another Party when due, and such amount remains unpaid thirty (30) days after the payment due date; or (c) becomes insolvent, makes an assignment for the benefit of creditors or files for bankruptcy; BAHC shall also be in default hereunder if BAHC defaults in the performance of its obligations under the terms of the Stadium Agreement (each an "Event of Default"'). Any amount not paid under a good faith dispute as a "Disputed Amount" under the terms of Section 2.3, above, the ultimate payment of which remains subject to resolution by the Approved Arbitrator under the terms of Section 2.5, above, shall not be considered the basis for an "Event of Default" under the terms of this Section.
23 4920-1636-9685.2
7.2.2 Opportunity to Cure. Notwithstanding the foregoing, it shall be a condition precedent to any Party's right to exercise its remedies hereunder with respect to any Event of Default that such Party (i) first gives the defaulting Party written notice stating with specificity the nature of the default and (ii) if such default is susceptible of cure or remedy, a period of fifteen (15) days from and after the giving of such notice shall have elapsed without the defaulting party having effectively cured or remedied such default, unless such default cannot be cured or remedied within fifteen (15) days, in which case the period for remedy or cure shall be extended for a reasonable time (not to exceed an additional thirty (30) days), provided the defaulting party has made and continues to make a diligent effort to cause such remedy or cure.
7.3 Remedies: Dispute Resolution.
7.3.1 Remedies. In an Event of Default, the non-defaulting Party(ies) shall have the right to pursue the remedies of specific performance or the recovery of monetary damages pursuant to the Dispute Resolution terms provided in Section 7.3.2, below; provided, however, no Party shall be entitled to indirect or consequential monetary damages, including any claim for lost profits. As noted in Section 7.2.1, above, disputes regarding the payment of any "Disputed Amount" under the terms of Section 2.3, above, shall be made by the Approved Arbitrator under the terms of Section 2.5, above. With respect to all other disputes, including over Events of Default, the determinations of whether or not any Party is entitled to the remedies provided in this Section shall be made pursuant to the process set forth in Section 7.3.2, below.
7.3.2 Dispute Resolution.
In General. Except for
disputes relating to Disputed Amounts that are subject to Expedited Arbitration or Final Arbitration (as set forth in Section 2.5 above), any dispute arising out of or relating to this Agreement shall be determined by Arbitration in Santa Clara, California, by one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Any award rendered pursuant to the forgoing, which may inelude an award or decree of specifie performance, shall be final and binding on, and non appealable by, the Parties and judgment thereon may be entered, or enforcement thereof sought by either Party in a court of competent jurisdiction. Notwithstanding the foregoing, this Section does not preclude the parties from seeking provisional remedies in aid of arbitration from a court of competent jurisdiction. b. Qualifications of Arbitrator.
Every person seleeted to serve as an arbitrator shall be and remain at all times neutral and wholly impartial, shall be experienced and knowledgeable in the substantive laws applicable to the subjeet matter of the dispute. All arbitrators shall, upon written request by either Party, provide the Parties with a statement that they can and shall decide any dispute referred to them impartially. No arbitrator shall currently be employed by any Party to this Agreement or any affiliated entity thereof, nor shall any arbitrator have any material financial interest in the dispute. c. Applicable Law and
California Arbitration Act. The agreement to arbitrate set forth here shall be enforceable in either federal or state court. The enforcement of such agreement and all procedural aspects thereof, including the construction and interpretation of this agreement to arbitrate, the scope of the arbitrable issues, allegations of waiver, delay or defenses as to arbitrability and the rules (except 24 4920-1636-9685.2
as otherwise expressly provided herein) governing the conduct of the arbitration, shall be governed by and construed pursuant to the California Arbitration Act (California Code of Civil Procedure Sections 1280 et seq.) (as amended, the "California Arbitration Aet"). In deciding the substance of any such dispute, the arbitrator shall apply the substantive laws of the State of California. The arbitrator shall have authority, power and right to award damages and provide for other remedies as are available at law or in equity in accordance with the laws of the State of California, except that the arbitrator shall have no authority to award incidental or punitive damages under any circumstances (whether they be exemplary damages, treble damages or any other penalty or punitive type of damages) regardless of whether such damages may be available under the laws of the State of California. The Parties hereby waive their right, if any, to recover punitive damages in connection with any arbitrated dispute.
d. Consolidation. If the Parties
initiate multiple arbitration proceedings, the subjeet matters of which are related by common questions of law or fact and which could result in conflicting awards or obligations, then the Parties hereby agree that all such proceedings may be consolidated into a single arbitral proceeding.
e. Confidentiality. The Parties
shall maintain the confidential nature of the arbitration proceeding and any award, including any arbitration hearing, exeept as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.
STADIUM AUTHORITY SHOULD NOT AGREE TO CONFIDENTIAL ARBITRATION. PREVIOUS
ARBITRATIONS WITH MANCO AND STADCO WERE NOT LESS EXPENSIVE OR RESOLVED MORE QUICKLY THAN THEY WOULD HAVE BEEN THROUGH JUDICIAL RESOLUTION. IN
ADDITION, CONFIDENTIALITY ONLY FAVORS MANCO AND STADCO AND UNFAIRLY
BURDENS THE STADIUM AUTHORITY BECAUSE IT PREVENTS THE ELECTED OFFICIALS
FROM BEING ABLE TO EXPLAIN TO THE PUBLIC WHAT IS GOING ON AND WHY A MATTER IS BEING HANDLED IN A CERTAIN WAY.
f. Jurisdiction/Venue. For any
lawsuit to compel arbitration, enforce or modify an Arbitration Award, or to seek provisional remedies in aid of arbitration, from a court of competent jurisdiction, eEach of the Parties hereto hereby irrevocably and unconditionally submits, for itself and its property, 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. 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 either Party may otherwise have to bring any action or proceeding relating to this Agreement in the courts of any jurisdiction. 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 25 4920-|636-9685.2
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 an inconvenient forum to the maintenance of any such action or proceeding in any such court. g. Costs and Expenses. In the
event any action or motion is filed to enforce any of the provisions of this Agreement, including without limitation, to enforce the terms herein, or to interpret any provision of this Agreement, the prevailing Party in any such action or motion shall be entitled to its actual attorneys' fees and costs incurred in connection with any such action or motion, to be determined by the court and assessed as part of the costs therein.
h.
8. General Provisions.
8.1 Notices. All notices and communications to be delivered to the Parties under the terms of this Agreement shall be delivered at the addresses listed below:
BAHC
444 Castro Street
Suite 150
Mountain View, CA 94041
Attention: Zaileen Janmohamed ([email protected]) With copy to:
Nixon Peabody LLP
One Embarcadero Center, 32nd Floor
San Francisco, CA 94111
United States of America
Attention: Robert A. Weikert ([email protected]) Sonia A. Nayak ([email protected])
Matthew Richards ([email protected])
ManCo
Forty Niners Stadium Management Company LLC
Attention: Francine Hughes [email protected] 4900 Marie P DeBartolo Way Santa
Clara, CA 95054
With copy to:
Forty Niners Stadium Management Company LLC
Attention: Jihad F. Beauchman [email protected]
4949 Marie P DeBartolo Way Santa
Clara, CA 95054
City/Stadium Authority
1500 Warburton Avenue
26 4920-1636-9685.2
Santa Clara, CA 95050
Attention: Jovan D. Grogan, City Manager ([email protected]) With a copy to:
Glen R. Googins, City Attorney ([email protected])
8.2 Governing Law.
THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS
AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED IN
ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF CALIFORNIA (WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES).
Each of the Parties hereto hereby irrevocably and unconditionally submits, for itself and its property, 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 either Party may otherwise have to bring any action or proceeding relating to this Agreement in the courts of any jurisdiction.
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 an inconvenient forum to the maintenance of any such action or proceeding in any such court.
8.3 Assignment. This Agreement may not be assigned without prior written approval of all Parties, each acting in their sole discretion. Any purported assignment in violation of this Section shall be void ab initio.
8.4 Waivers/Modifications. No term or provision of this Agreement may be waived or modified unless such waiver or modification is in writing and signed by the Party against whom such waiver or modification is sought to be enforced and the Parties hereto have provided any contractually required notice of such waiver or modification.
8.5 Capitalized Terms. Capitalized terms shall have the meanings set forth in the attached Index of definitions.
27 4920-1636-9685.2
8.6 Counterparts. For the purpose for facilitating the execution of this Agreement as herein provided and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and 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.
8.7 Further Assurances: Implementing Agreements. 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 and to negotiate in good faith the terms of any additional agreements reasonably necessary to implement the terms hereof.
8.8 No Third-Party Beneficiaries. There shall be no third-party beneficiaries to any of the rights or obligations set forth under the terms of this Agreement.
INEXT PAGE IS SIGNATURE PAGE]
[SIGNATURE PAGE]
FIFA WORLD CUP 2026
ASSIGNMENT AND ASSUMPTION AGREEMENT
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized officers as of the date first above written.
BAHC:
BAY AREA HOST COMMITTEE
a California nonprofit mutual benefit corporation
By:
Name: Zaileen Janmohamed
Title: CEO
MANCO:
FORTY NINERS STADIUM MANAGEMENT
COMPANY LLC
a Delaware limited liability company
By:_
Name: Francine Hughes
28 4920-1636-9685.2
Title: General Manager & EVP, Stadium Operations
STADIUM AUTHORITY:
Santa Clara Stadium Authority
CITY:
_City
of Santa Clara
29 4920-1636-9685.2
EXHIBIT A
[Form of FIFA Approval]
APPROVAL OF FIFA WORLD CUP 2026
ASSIGNMENT AND ASSUMPTION
AGREEMENT
[LEVI'S STADIUM]
This APPROVAL OF FIFA WORLD CUP 2026 ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment Approval"), is being executed by Federation Internationale de Football Association ("FIFA") as of February _ 2025, with reference to the following facts:
On January 17, 2018, Forty Niners Stadium Management Company LLC, a Delaware limited liability company ("ManCo") and United States Soccer Federation, Inc. ("USSF") entered into that certain Stadium Agreement.
B. As provided under the terms of the Stadium Agreement, FIFA subsequently assumed all USSE's rights and obligations under the Stadium Agreement. between FA and uny 1, 202, tor Stadic, artement and a react lose iy renten ("BAH") (collectively, the "Hosting Agreements") were amended pursuant to the terms of that certain Addendum to Hosting Agreements by and among FIFA, ManCo and BAHC ("First Addendum"). THE ADDENDUM WAS EXECUTED BY AL GUIDO, THEN-CEO OF BOTH MANCO AND BAHC, IN VIOLATION OF GOVERNMENT CODE SECTION 1090 IS THEREFORE VOID.
WHERE IS THE HOST CITY AGREEMENT? HOW CAN THE CITY ATTORNEY RECOMMEND
THAT HIS CLIENT APROVE THIS AGREEMENT IF HE HAS NOT INFORMED HIS CLIENT, THE BOARD AND THE CITY COUNCIL AS TO WHAT THESE DOCUMENTS PROVIDE? Effective February 2025, the Hosting Agreements will be amended pursuant to the terms of that certain Amended and Restated Addendum to Hosting Agreements, by and among FIFA, ManCo and BAHC ("Second Addendum"). The Stadium Agreement, the First Addendum and the Second Addendum, (together with any annexes, exhibits, and schedules thereto and any related future agreements, amendments and addenda shall be collectively referred to herein as the "Amended and Restated Stadium Agreement").
Effective February _ 2025, ManCo, BAHC, the Santa Clara Stadium Authority, a California joint powers authority (Stadium Authority"), and the City of Santa Clara, a chartered municipal corporation ("City") will be entering into that certain FIFA World Cup 2026 Assignment and Assumption Agreement ("Assignment Agreement"), pursuant to which, among other terms, ManCo will be assigning its obligations under the Amended and Restated Stadium Agreement to BAHC and City and Stadium Authority will be committing to provide support services for the World Cup 2026 Event at Levi's Stadium, subject to the terms and conditions set forth therein. 4920-1636-9685.2
Section 16.8 of the Amended and Restated Stadium Agreement provides that the Amended and Restated Stadium Agreement may be assigned as provided in the Assignment Agreement, but that any such assignment is subject to approval by FIFA.
FIFA has reviewed and approved the Assignment Agreement and is executing this Assignment Approval to reflect such approval.
A-1
NOW, THEREFORE, in consideration of the above recitals, FIFA hereby:
1. Approves the assignment by ManCo and the assumption by BAHC of ManCo's rights and obligations under the terms of the Stadium Agreement on the terms and conditions set forth in the Assignment Agreement; and
2. In favor of BAHC, releases Stadium Authority from any AND ALL rights of obligations it may have under the terms of the Stadium Agreement.
3. Acknowledges and agrees that the legal effect of the Assignment Agreement is that, as of the effective date thereof, BAHC shall be treated as having entered into the Stadium Agreement directly with FIFA.
4. Agrees to the FIFA Ticket Surcharge provisions set forth in Section 3.2 of the Assignment Agreement and to cooperate with their implementation in accordance with the terms set forth therein.
5. Represents and warrants that the party(ies) executing this Assignment Approval on behalf of FIFA are fully authorized to do so and to bind FIFA to the agreements set forth herein.
ACKNOWLEDGED AND AGREED
Name
Title
4920-1636-96852
EXHIBIT B
[Qualified Event Expense Definitions]
"Interim Agreement Eligible Costs" means actual and reasonable costs incurred by City for "Event Planning Work" that are eligible for reimbursement from, but not yet paid by, BAHC as of the Effective Date of this Agreement under the terms of that certain Interim Funding Agreement between City and BAHC dated as of July 1, 2024, and amended effective January 1, 2025. "Event Planning and Training Expenses" means actual and reasonable police, fire, public works, emergency operations and other City/Stadium Authority staff costs and out of pocket expenses incurred in connection with the planning, cordination, and preparations for the City/Stadium Authority's provision of World Cup Support Services for World Cup Stadium Events.
Such expenses shall include, without limitation (1) City/Stadium Authority staff cests, billed at City standard full cost recovery rates, (2) actual amounts paid to third parties, and (3) unreimbursed out of pocket costs, including off site training costs, subjeet to the provisions of Section 2.3.2.e. hereof. Event Planning and Training Expenses activities shall include, without limitation (a) operational planning and training in focus areas including but not limited to:
counterterrorism, publie safety event staffing, site security, multi-agency coordination, EOD, tactical, traffic, parking, civil disturbances, crowd management, outside special events, escorts, transit, community safety, hazardous materials, emergency medical services, fire prevention, fire suppression, publie health, emergency management, search and rescue, interoperability, cyber security, public information dissemination, credentialing, visiting public safety officials, criminal enterprise, crisis management, dignitaries, aviation, intelligence, human trafficking, critical infrastructure protection, and (b) such other activities or costs determined by City/Stadium Authority staff to be necessary to (i) suppert the preparation of the Public Safety Plan contemplated by Section 5.3 of this Agreement, and (ii) assure City/Stadium Authority staff and strategic partner readiness to execute that plan.
"Actual Event Costs" means actual and reasenable police, fire, public works, emergency operations and other City/Stadium Authority staff costs and out of pocket expenses incurred in connection with the actual provision of World Cup Support Services for World Cup Stadium Events in accordance with the final Public Safety Plan prepared in aceordance with the terms of Section 5.3 of this Agreement. Such expenses shall include, without limitation (1) City/Stadium Authority staff costs, billed at City-standard full cost recovery rates for Non NFL Events (i.e., 1.5 times City-standard full cost recovery rates), (2) actual amounts paid te third parties for contracted services and (3) unreimbursed out of pocket costs. Actual Event Expenses activities or costs shall include, without limitation (a)public safety and security personnel deployment in focus areas including but not limited to: operational command, counter terrorism, law enforcement, interior and exterior operations, logistics, custody and jail operations, explosive ordnance disposal, tactical operations, traffic control, parking, civil disturbances, crowd management, escorts, transit safety, community safety, hazardous materials, emergency medical services, fire prevention, fire suppression, publie health, emergency management, search and rescue, interoperability, cyber security, public information dissemination, credentialing, erisis management, unique security requirements for high-risk attendees, aviation, unmanned aerial systems, intelligence, human trafficking, multi-agency coordination, critical infrastructure protection, and (b) such other 4920-1636-9685.2
activities or costs deemed necessary by City/Stadium Authority to execute the final Publie Safety Plan contemplated by Section 5.3 of this Agreement.
BAHC SHOULD PAY DEPOSIT ALL SUMS REQUIRED BY THE CITY IN A SEPARATE
AGREEMENT, THE AMOUNTS OF WHICH SHOULD NOT BE SUBJECT TO A VETO BY BAHC B-1
4920-1636-9685.2
EXHIBIT C
[Draft Currently Under Review]
FIFA Cost Estimate - Rollup
Total Cost Estimate
Category Percent Amount
Planning 17% $ 1,987,883
Training 3% $ 314,210
Training Contingency 1% $ 100,000
Equipment 4% $ 461,668
Event Deployment 75% $ 8,522,927
Total $ 11,386,688
FIFA Cost Estimate - Equipment
Total Cost Estimate - Equipment
Description Amount
Temporary RV parking facility with fencing, septic service, and power $ 51,148 Mobile fueling station $ 12,000
Two (2) response facilitation units $ 18,000
Four (4) climate-controlled surveillance trailers $ 139,000 Twelve (12) rented light towers $ 10,800
Crowd control/riot equipment $ 118,685
Surveillance drone $ 15,548
PaIBMX track upgrade $ 22,500
Two administrative trailers $ 19,987
Mobile Incident Command vehicle $ 18,000
MedCat vehicle $ 18,000
BearCat vehicle $ 18,000
Total $ 461,668
C-1
4920-1636-9685.2
EXHIBIT D
[DRAFT CURRENTLY UNDER REVIEWI
Reimbursement Request for [MONTH] [YEAR]
Pursuant to that certain Assignment and Agreement dated effective as of February_ _, 2025, City hereby request BAHC to reimbursement the Eligible Costs set forth below:
AMOUNT
REIMBURSEMENT PREVIOUSLY BALANCE
REQUEST DATE REQUEST AMOUNI FUNDED+ REMAIAHAIG(2)
AMOUNT
ELIGIBLE COST CATEGORY REQUESTED NOTES
Attached hereto is the backup, detail and support required per Section 2.3.2(a) of the Agreement. For staff time, back up detail shall include the following: (a) [name and] title of staff member; (b) date(s) work performed; and (c) hours worked (recorded in .25 of an hour/15 minute increments).
City:
By: Name:
Title:
(1) These amounts have been previously requested/invoiced by the City. (2) Balance remaining assumes all invoices have been approved by BAHC.
THIS EXHIBIT IS NOT NECESSARY
D-1
From: Brian Doyle
To: Mayor and Council: Manager
Subject: Additional Comments on 2.11.2025 Agenda Item 6 Honorable Mayor and Council,
The staff report's single paragraph of fiscal impact analysis is woefully inadequate and does not live up not up to previous staff's standards of providing analysis that allow for data-driven decisions:
FISCAL IMPACT
The financial impact of the World Cup Agreements is included in the Discussion section above. In summary, these include the Stadium Improvements, Qualified Event Expenses, costs for pre-event planning, and ticket surcharge revenue. Funding of the $1.6 million Levi's asset costs will be included in upcoming FY 2025/26 Stadium Authority budget.
The World Cup Agreements assign the majority of costs to the BAHC with a TeamCo Guarantee for BAHC-assigned costs. The World Cup Agreements ensure compliance with Measure J, and any costs not covered by BAHC (e.g. pre-event costs) will be funded by the Stadium Authority.
REALLY? THIS IS STAFF'S FINANCIAL ANALYSIS OF THE EFFECT OF ENTERING INTO THIS AGREEMENT?
What about all of the funds that Staff and ManCo have already expended on this money- losing event?
The Management Agreement requires that ManCo book only profitable non-NFL events.
Thus, any expenditures made toward events that ManCo booked knowing that the event would not bring net revenue to the Stadium Authority are a breach of the Management Agreement. Why would the Board choose to increase the loss to the Stadium Authority by agreeing to subsidize an event that it is transferring to another entity? In addition, by authorizing expenditures to a money-losing event, the Board would be reducing the possibility and the extent to which there could be a net-revenue for any fiscal year, and thus an overall reduction in Performance Rent. This is a violation of Measure J's provision found at subsection (g) of 17.20.020:
In addition to the fixed base rent, the ground lease shall require payment by the Stadium Authority into the City's general fund of performance- based rent which, together with the fixed base rent, the City Council has determined is projected to provide fair market rent to the City.
Performance-based rent shall be pursuant to a formula that provides for sharing of the revenues less expenses of non-NFL events at the stadium.
As used herein, the term "non-NFL events" means events such as concerts and sporting events that are approved by the Stadium Authority and the private tenant, excluding NFL events. The fixed base rent and performance-based rent payable by the Stadium Authority to the City under the ground lease, as provided in this subsection and subsection (f) of this section, are referred to in this chapter as "ground rent." The failure to reimburse the Stadium Authority the expenses that were already expended in support of an event would result in violation of the Measure J required Lease provision meant to ensure that the City's General Fund receives fair market rent for the use of its land. If the Board does require deduction of all Stadium Authority expenses both past and future from the rent revenue to be reimbursed to the Stadium Authority, it would be violating Section 17.20.020 (g) of Measure J.
Staff's repeated reference to prior scenarios as legal authority for asserting compliance with Measure J, is without any basis. Any public finance graduate student who wrote that a prior mistake, without any financial analysis, was a justification for repeating a mistake would get zero credit for that essay answer.
The Fiscal Impact Analysis must contain a quantification of all expenditures that it proposes that the Board approve together with the impact that such expenditures would have on the Stadium Authority's ability to comply with its fiduciary duty to ensure that the City receives fair market value rent under the Ground Lease.
Such an analysis will also require that the staff project the effects of the two settlement agreements with ManCo on the fiscal decisions that it is requesting the Board to make, including but not limited to, a projection of NFL public safety costs in excess of the new caps and their effect on deductions from the non-NFL net revenue, a projection of the effect of payments out of the discretionary fund. And, if staff nevertheless recommends that the Board authorizes the payment of subsidies to the Bay Area Host Committee, staff should provide the Board with a projected Return on Investment on the funds that it recommends to include as a subsidy. To date, no one has provided any credible City of Santa Clara-specific positive economic effect that would support a Board decision to subsidize an otherwise money losing event.
The cursory fiscal impact paragraph fails to include any discussion of the effect of the sublease of the portion of the non-NFL Stadium Lease to FIFA on the Stadium Authority's ability to schedule other, profitable non-NFL events. Surely, the allocation of a portion of available dates to a money losing series of events, will diminish the Stadium Authority's ability to receive non-NFL revenue and, in turn, a reduction in Performance Rent payable to the City's General Fund.
In addition, the report states that:
ManCo has informed staff that in order to assure for timely implementation of the Field Improvements (prior to the Metallica concert scheduled for June 20, 2025), construction must begin by no later than February 12, 2025.
Does this mean that there will be no non-NFL events scheduled between February 12 and June 20, 2025? Why is there no fiscal impact analysis of this? The extremely short time that this report has been available requires that this matter not be voted on tonight, as there may be other additional fiscal impacts that staff has missed.
Council should direct that the next report on bringing the World Cup to Santa Clara contain alternative recommendations that include:
• removing the City as a party to any assignment
• a separate funding agreement to provide the City with complete upfront funding for this event with no veto power by BAHC or any of the 49er entities • a complete fiscal impact analysis that includes a projection of potential reduction in the payment of Performance Rent to the City as the result of holding the World Cup in Santa Clara
• a complete due diligence report on the BAHC's ability to pay, if staff recommends extending any credit to this nonprofit.
Thank you for consideration of my comments,
Brian Doyle
STATE CAPITOL
P.O. BOX 942849 Assembly
SACRAMENTO, CA 94249-0026
916) 319-202
AX (916) 319-212 California Legislature
PATRICK J. AHRENS
ASSEMBLYMEMBER. TWENTY-SIXTH DISTRICT
Dear City Council Members,
I am writing in support of the Assignment Agreement before you.
As you all know, the World Cup isn't just a global celebration of sport; it's a massive economic opportunity. An event of this scale will impact almost every part of the local economy - from increased tourism to patronage of small businesses to the cultural impact on our young athletes - the effects are undeniable.
Hosting the World Cup means hundreds of thousands of visitors will flood our region. These visitors will stay in our hotels, dine in our restaurants, and explore local attractions, boosting our hospitality industry and creating jobs. Increased foot traffic will support local shops, vendors, and service industries, creating a much-needed surge in business.
Hosting such a prestigious event will provide jobs in construction, event planning, security, transportation, and more for our local workforce. These aren't just temporary roles; they are career-building opportunities that will leave a lasting legacy for years to come.
Of course, the World Cup also attracts worldwide attention. Our city will be showcased on a global stage, and that kind of exposure has the potential to attract new investments, partnerships, and long-term economic growth.
In addition to the financial benefits, hosting the World Cup will foster pride and unity in our community. It's an opportunity to unite, celebrate diversity, and showcase our unique culture to the world.
I'm committed to working alongside local leaders to ensure we're ready to welcome the world and maximize this historic economic growth and community development opportunity.
Thank you for your continued support. I look forward to seeing what we can accomplish together as we embark on this exciting chapter for our city.
Best,
Patrick Ahrens
Printed on Recycled Paper