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HomeMy WebLinkAbout25913AGREEMENT INFORMATION AGREEMENT NUMBER 25913 NAME/TYPE OF AGREEMENT GREATER MIAMI SPORTS COMMISSION, INC DESCRIPTION FINANCIAL CONTRIBUTION AGREEMENT/FIFA IN -KIND SERVICES/FILE ID: 18506/R-25-0493/MATTER ID: 25-2504 EFFECTIVE DATE January 6, 2026 ATTESTED BY TODD B. HANNON ATTESTED DATE 1/6/2026 DATE RECEIVED FROM ISSUING DEPT. 1/7/2026 NOTE DOCUSIGN AGREEMENT BY EMAIL CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Procurement DEPARTMENT CONTACT PERSON: Kyle Brudzinski EXTENSION# 1909 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Greater Miami Snorts Commission. Inc D/B/A FIFA World Cuo 2026 Miami Host Committteee IS THIS AGREEMENT AS A RESULT OF A COMPETTIVE PROCUREMENT PROCESS? TOTAL CONTRACT AMOUNT: See Item Summary FUNDING INVOLVED? TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) Financial Contribution Agreement YES ❑ NO ❑ YES ❑ NO ❑ ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT PURPOSE OF ITEM (BRIEF SUMMARY) Cash Contribution of $5,000,000.00 and In -Kind City Services Not to Exceed $7,500.000.00 COMMISSION APPROVAL DATE: 11/20/25 FILE ID: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ENACTMENT NO.: R-25-0493 ROUTING INFORMATION DATE SIGNATURE APPROVAL BY PROCUREMENT DIRECTOR (OR DESIGNEE) On behalf of Procurement Director - January 2 , 2026 Annie Perez I 15 :14: 53 EST SIGNATURE: f Signed by: — Iia. L ssa. C,atxeut, L ,\zo cnc s aas.. APPROVAL BY RISK MANAGEMENT OFFICE - January 6, 2026 Frank 22 GomezppS5 I SIGNATURE:EST —DocuSigned by: _ Frame a6y44t,n, \ os APPROVAL BY CITY ATTORNEY ,, — January 6, 2026 George K Wysong, 1 14:15:49 EST SIGNATURE:r� Y139.,CG31 E7... TT.,es.uSignedby: _ (pySbin� Ili APPROVAL BY BUDGET OFFICE N/A 8877SFHFt88248B... N/A SIGNATURE: APPROVAL BY ASSISTANT CITY MANAGER (PROCUREMENT) - January 6, 2026 Erica Paschal ATURE: EST S 14:21:35 IGN _ —DocuSigned by: eiv,:oe, PE APPROVAL BY ASSISTANT CITY MANAGER (CLIENT DEPARTMENT) N/A Be N/A SIGNATURE: APPROVAL BY DEPUTY CITY MANAGER - January 6, 2026 Natasha Colebrook 1 14:58:59 EST SIGNATURE: -Williams (—DocuSignedby: - Nk44z4.4 CaE,44aak_Wa" '`-84b/UU9/SDE7 APPROVED BY CITY MANAGER - January 6, 2026 Arthur Noriega 1 15:02 :10 EST SIGNATURE:- 41 .... Signed by: - A �`85UCFGC3 SUBMITTED TO AND ATTESTED BY CITY CLERK January 6, 2026 Todd Hannon $ICJ8ATWE 7. EST 2664 - Sgdby: RDocu:::1-.-b----- 4 PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER PR Docusign Envelope ID: 8505293C-E4DB-4473-9F6B-1513821229FA FINANCIAL CONTRIBUTION AGREEMENT BETWEEN CITY OF MIAMI, FLORIDA AND GREATER MIAMI SPORTS COMMISSION, INC D/B/A FIFA WORLD CUP 2026 MIAMI HOST COMMITTEE This World Cup 2026 Financial Support Agreement ("Agreement") is made and entered into as of this 6th day of January, 2026 (the "Effective Date"), by and between the City of Miami, Florida, a municipal corporation organized and existing under the laws of the State of Florida ("City"), and Greater Miami Sports Commission, Inc, a Florida not for profit corporation, doing business as FIFA World Cup 2026 Miami Host Committee ("Host Committee"). City and Host Committee may be referred to individually as a "Party" and collectively as the "Parties." RECITALS WHEREAS, Miami has been selected as a host community for the Federation Internationale de Football Association ("FIFA") World Cup 2026 and related official events, creating significant opportunities for economic activity, global exposure, and community engagement within the City; and WHEREAS, the FIFA World Cup 2026 is anticipated to attract substantial numbers of visitors to Miami -Dade County, with an estimated significant direct economic impact, and to provide worldwide exposure for the community; and WHEREAS, Host Committee has requested financial and logistical support from the City to plan and deliver FIFA -sanctioned events and public activations, including, fan experiences and community programming, in connection with the FIFA World Cup 2026; and WHEREAS, the City Commission, through Resolution No. R-25-0493, has established City policy to provide funding support related to the FIFA World Cup 2026 matches to be held in Miami -Dade County, consisting of a previously budgeted cash contribution in the amount of Five Million and 00/100 Dollars ($5,000,000.00), pursuant to Resolution No. R-25-0305, and in -kind City services valued in an amount not to exceed Seven Million Five Hundred Thousand and 00/100 Dollars ($7,500,000.00), and has authorized the City Manager to negotiate and execute one or more related agreements, each in a form acceptable to the City Attorney, with Host Committee and any other required entities; and WHEREAS, Host Committee desires to accept the City's financial and in -kind support subject to the terms and conditions of this Agreement and to undertake the obligations set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows: 1. Recitals. The Recitals set forth above are true and correct, are incorporated into this Agreement by this reference, and form a material part of this Agreement. 2. Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below. 2.1. "Cash Contribution" means the monetary contribution in the total amount of Five Million and 00/100 Dollars (US $5,000,000.00) that City agrees to make available and fund to Host Committee pursuant to this Agreement. 1 MIAMI 13310948.5 102754/306705 Docusign Envelope ID: 8505293C-E4DB-4473-9F6B-1513821229FA 2.2. "City Services" means police, fire rescue, code compliance, solid waste, parks and recreation, public works and resiliency, and special event permitting support services, together with any related waivers, reductions, or discounts of City fees or charges, and other services that City may provide in connection with Events pursuant to this Agreement. 2.3. "Events" means FIFA sanctioned matches, official FIFA fan festivals, viewing parties, public activations, community programming, and other related events and activities that occur within the geographic limits of the City during the Term and that are planned, produced, or coordinated by or with Host Committee in connection with the FIFA World Cup 2026 and which are funded through the use of the Cash Contribution and benefit from City Services (up to the In Kind Services Cap) provided pursuant to this Agreement, including, but not limited to, the FIFA Fan Festival to be held at Bayfront Park and the Bronze Match Watch Party to be held at the Little Haiti Soccer Park. 2.4. "Host Committee" means Greater Miami Sports Commission, Inc, a Florida not for profit corporation, doing business as FIFA World Cup 2026 Miami Host Committee, and any permitted successors and assigns under this Agreement. 2.5. "In Kind Services Cap" means the maximum aggregate value, determined as provided in this Agreement, of all City Services and related waivers, reductions, or discounts of City fees or charges that City may provide under this Agreement, which shall not exceed Seven Million Five Hundred Thousand and 00/100 Dollars (US $7,500,000.00). 2.6. "Permitted Uses" means the authorized uses of the Cash Contribution and City Services as set forth in this Agreement, including, activities related to the planning, production, and delivery of Events, as further described in Section 5. Any capitalized term that is used in this Agreement but not defined in this Section shall have the meaning given to it elsewhere in this Agreement. 3. Term. 3.1. The term of this Agreement shall commence on the Effective Date and shall continue in effect through and including September 30, 2026 (the "Term"), unless earlier terminated in accordance with this Agreement. 3.2. Expiration or termination of this Agreement shall not relieve either Party of obligations that by their nature are intended to survive expiration or termination. Without limitation, the following obligations shall survive: obligations relating to accounting and records retention, audit and inspection rights, public records, indemnification, insurance, repayment or return of funds or other amounts that accrued prior to expiration or termination, and governing law, venue, and dispute resolution. 4. City Financial Support 4.1. Cash Contribution Subject to the terms of this Agreement, City agrees to make available and fund to Host Committee on the Effective Date the Cash Contribution in a total amount of Five Million and 00/100 Dollars (US $5,000,000.00). The Cash Contribution shall be used solely for Permitted Uses. 4.2. In -Kind City Services Subject to the terms of this Agreement and the availability of resources, City shall provide City Services in support of Events within the City during the Term. The Parties may from time to time prepare written event plans, operations plans, or similar documents that describe anticipated City 2 MIAMI 13310948.5 102754/306705 Docusign Envelope ID: 8505293C-E4DB-4473-9F6B-1513821229FA Services for specific Events. Any such plans shall be subject to approval by the City Manager (or their designee) and by Host Committee, and may be updated in a writing approved by the City Manager (or their designee) and by Host Committee, in each case, as circumstances require. The aggregate value of all City Services provided under this Agreement, together with the value of any waivers, reductions, or discounts of City fees or charges associated with Events, shall not exceed the In Kind Services Cap. For purposes of determining compliance with the In Kind Services Cap, City shall calculate the value of City Services using City's then current fully loaded costs (salaries plus benefits), standard charge schedules, or other reasonable valuation methods selected by City in its sole discretion. City shall also assign reasonable values to any waivers, reductions, or discounts of City fees or charges. City's calculations and valuations shall be conclusive for purposes of this Agreement absent a showing of material error. City does not guarantee that any particular category or quantity of City Services will be provided under this Agreement. City retains full authority to determine the nature and level of City Services that can be provided for any Event, taking into account public health, safety, and welfare, other municipal obligations, and emergency or unforeseen circumstances. If City determines that it is necessary to modify, reduce, or discontinue City Services for any Event, such determination shall not constitute a breach of this Agreement, provided that City continues to honor the express monetary and in kind limitations and conditions set forth in this Agreement. City shall maintain internal records reasonably sufficient to track the value of City Services provided under this Agreement. Upon reasonable written request, City shall provide Host Committee with summary information regarding the categories and approximate value of City Services that have been provided to date. Host Committee shall cooperate with City by providing event schedules, locations, projected attendance, and other information reasonably necessary to enable City to plan for and account for City Services. 4.3. Non -Appropriation and Limitation of City Obligations All obligations of City under this Agreement that involve the expenditure of funds or the commitment of resources, including the obligation to disburse the Cash Contribution and to provide City Services, are contingent upon the lawful appropriation and availability of funds and resources for that purpose at the time performance is due. If sufficient funds or resources are not appropriated, or if appropriated funds are reduced or become unavailable for any lawful reason, City may, upon written notice to Host Committee, reduce the level of financial support or in -kind support provided under this Agreement, or may terminate this Agreement in whole or in part, without penalty or further liability, except for payment of amounts that were properly incurred and are payable from lawfully appropriated funds prior to the effective date of such reduction or termination. Nothing in this Agreement shall be construed as a pledge of City's ad valorem taxing power or as a debt or liability of City within the meaning of any constitutional or statutory limitation. 4.4. No Exclusivity This Agreement does not grant Host Committee any exclusive right to receive financial or in kind support from City for activities related to the FIFA World Cup 2026 or any other event or program. City retains the right, in its sole discretion, to provide or support other events, programs, or activities during the Term, including events or programs that may be similar to or compete with Events, provided that City complies with the express commitments and limitations contained in this Agreement. Nothing in this Agreement shall be interpreted to obligate City to replace any City Services with additional cash payments or to provide any support beyond the Cash Contribution and the In Kind Services Cap described in this Agreement. 3 MIAMI 13310948.5 102754/306705 Docusign Envelope ID: 8505293C-E4DB-4473-9F6B-1513821229FA 5. Use of Cash Contribution and City Services 5.1. Permitted Uses The Cash Contribution and the benefit of City Services shall be used solely for, or in connection with, Permitted Uses. Permitted Uses are limited to reasonable and necessary costs that are reasonably related to the planning, promotion, production, operation, and delivery of Events within the City and that advance the public purposes described in this Agreement. Permitted Uses may include, without limitation, event production and operations, security and crowd management (excluding those functions provided by City Services), public safety support, venue and site costs, staging and technical production, marketing and communications, community programming, fan engagement activities, and reasonable administrative and staffing costs of Host Committee that are directly allocable to Events within the City. Permitted Uses shall include, and Host Committee agrees to plan, coordinate, execute and co -host with City, a watch party for the Bronze Match of the FIFA World Cup 2026 (the "Bronze Match Watch Party"). It is the Parties' collective intent that the Bronze Match Watch Party will be held at Little Haiti Soccer Park, located within District 5 of the City of Miami, and will serve as an official community watch party for the Bronze Match. Host Committee will work collaboratively in good faith with City to determine and fulfill all reasonably necessary programming, logistical, operational, security, and promotional needs to ensure the successful execution of the Bronze Match Watch Party. Notwithstanding anything to the contrary set forth herein, City authorizes Host Committee, and grants Host Committee the right, to identify and promote the Bronze Match Watch Party as the Official City of Miami Bronze Match Watch Party, and, subject to Host Committee's rights and obligations to FIFA, Host Committee will carry out its responsibilities consistent with the terms of this Agreement and any mutually approved event plan. 5.2. Prohibited Uses The Cash Contribution and the benefit of City Services shall not be used for any purpose that is inconsistent with applicable law, City policy, or this Agreement. Prohibited uses include, without limitation, any expenditure that constitutes or is perceived as a direct or indirect political contribution, campaign activity, or lobbying directed to City officials or employees; any payment of fines, penalties, or costs arising from violations of law; any severance, bonus, or other extraordinary compensation to officers, directors, or employees of Host Committee not directly tied to Events; any expenditure that confers a private benefit that is more than incidental relative to the public purpose served; and any other use that City has identified in writing as a prohibited use. If Host Committee is uncertain whether a proposed expenditure is a Permitted Use, Host Committee shall seek written clarification from City prior to incurring such expenditure. 5.3. Budgets and Plans Host Committee shall prepare and maintain reasonable budgets for the use of the Cash Contribution and for the anticipated use of City Services and shall make such budgets available to City within ten (10) business days after City's written request. Host Committee shall make good faith efforts to adhere to such budgets and to any event plans, operations plans, or similar documents that have been reviewed or approved by City. Material deviations from approved budgets or plans that affect the use of the Cash Contribution or the level or nature of City Services shall be disclosed to City within five (5) business days after Host Committee has notice of such material deviation, and City may require adjustments or impose additional conditions as a result of such material deviations. 5.4. Misuse of Funds or City Services 4 MIAMI 13310948.5 102754/306705 Docusign Envelope ID: 8505293C-E4DB-4473-9F6B-1513821229FA If City reasonably determines that any portion of the Cash Contribution has been used for a Prohibited Use or otherwise in material violation of this Agreement, Host Committee shall, upon written demand from City, promptly repay to City the amount of such misused funds, together with any interest income actually realized by Host Committee thereon within ten (10) business days of the City's written demand. City may offset any such amount against any unpaid portion of the Cash Contribution. If City reasonably determines that City Services have been materially misused, or that Host Committee has requested or facilitated City Services in a manner materially inconsistent with this Agreement or applicable law, City may, in addition to any other remedies, immediately suspend or reduce City Services and may treat the value of misused City Services as an amount due from Host Committee to City, payable upon invoice. 5.5. Unused Funds and City Services Any portion of the Cash Contribution that remains unexpended by Host Committee as of the expiration or termination of this Agreement shall be promptly identified, but in no event later than thirty (30) days following the expiration or termination of this Agreement, to City in writing. City may direct Host Committee either to return such unexpended Cash Contribution to City or to apply them to additional Permitted Uses within the Term, subject to City's written approval. Should the City direct the return of such unexpended Cash Contribution, Host Committee shall remit the unexpended Cash Contribution to the City within ten (10) business days of such direction. Host Committee shall not obligate or expend any portion of the Cash Contribution after the expiration or termination of this Agreement without the prior written consent of City. Nothing in this Section shall be construed to require City to provide any additional cash or in kind support beyond the limitations set forth in this Agreement. 5.6. No Substitutions Host Committee acknowledges that City's financial support consists of both the Cash Contribution and the provision of City Services up to the In Kind Services Cap. Host Committee shall not request, and City shall not be obligated to provide, any substitution of one form of support for the other. In particular, City shall not be required to increase the Cash Contribution as a result of any decision by City to provide a lesser quantity of City Services than originally anticipated, and City shall not be required to increase the level of City Services as a result of Host Committee's decision to allocate the Cash Contribution in a manner that reduces available funds for operational costs. 6. Planning, Coordination, and Operational Responsibilities 6.1. Host Committee Responsibilities Host Committee shall be primarily responsible for the planning, organization, and delivery of Events and related activities within the City. Host Committee shall secure, or cause to be secured, all non City resources reasonably necessary for Events, as determined by the Host Committee, including but not limited to venues (other than City owned venues separately contracted for), production vendors, non City security, staffing, and any third party sponsorships or partnerships. Host Committee shall ensure that Events are conducted in a safe, lawful, and orderly manner. 6.2. City as Supporting Entity The Parties acknowledge and agree that City's role under this Agreement is limited to providing the Cash Contribution and City Services as expressly described in this Agreement. City shall not be deemed the organizer, producer, or operator of any Event and shall not be responsible for the acts or omissions of Host Committee, FIFA, or any other third party. Nothing in this Agreement shall be construed to create any joint venture, partnership, or agency relationship between City 5 MIAMI 13310948.5 102754/306705 Docusign Envelope ID: 8505293C-E4DB-4473-9F6B-1513821229FA and Host Committee or FIFA, or to make City liable for any obligations incurred by Host Committee in connection with any Event, except as expressly provided in this Agreement. 6.3. Points of Contact Each Party shall designate in writing one or more primary points of contact for coordination of planning, permitting, and operational issues. Host Committee shall provide City, in a timely manner, with proposed event schedules, locations, expected attendance, site plans, and other operational details reasonably necessary to enable City to plan for City Services and to evaluate public safety and operational impacts. The Parties shall meet as reasonably requested by either Party to coordinate upcoming Events, address operational needs, and review the anticipated use of City Services. 6.4. Permits and Approvals Host Committee shall be responsible, at its sole cost and expense, for obtaining all permits, licenses, and approvals required by City or any other governmental authority for Events, including but not limited to special event permits, temporary use permits, building and fire permits, and health or food service permits, except to the extent that specific permits, licenses and approvals are expressly identified in writing as being obtained by City or are otherwise included in the City Services provided by City pursuant to this Agreement. Host Committee shall comply, and shall use commercially reasonable efforts to cause its contractors and vendors to comply, with all conditions and requirements of such permits, licenses, and approvals. 6.5. Coordination with City Departments Host Committee shall cooperate fully with City departments involved in the planning and delivery of City Services, including, but not limited to, police, fire rescue, code compliance, parks, public works and resiliency, solid waste, and any other affected departments. Host Committee shall adhere to reasonable operational requirements and directives issued by such departments in connection with public safety, crowd management, traffic control, noise, sanitation, and protection of public property. Host Committee shall promptly notify City of any material changes to Event details that would affect City Services, including changes in dates, times, locations, or projected attendance. 6.6. Third -Parties Host Committee shall be solely responsible for its relationships and agreements with FIFA, Miami Dade County, venues, sponsors, vendors, and other third parties involved in Events. City shall not be bound by, or responsible for performance under, any such agreements unless City is an express signatory. Host Committee shall ensure that its agreements with third parties are consistent with this Agreement and do not conflict with City's rights or obligations hereunder. If any third party requirement conflicts with this Agreement, Host Committee shall promptly notify City, and the Parties shall confer in good faith to address the conflict; however, City shall not be obligated to waive or modify any provision of this Agreement. 7. Reporting, Accounting, and Auditing; Inspector General 7.1. Financial Management and Records Host Committee shall establish and maintain financial management systems and internal controls that are adequate to ensure that the Cash Contribution and the benefit of City Services are used solely for Permitted Uses and are properly accounted for. Host Committee shall maintain complete and accurate books, records, and supporting documentation, in accordance with generally accepted 6 MIAMI 13310948.5 102754/306705 Docusign Envelope ID: 8505293C-E4DB-4473-9F6B-1513821229FA accounting principles consistently applied, for all receipts and expenditures of the Cash Contribution and for all costs and activities related to Events that involve City Services. 7.2. Periodic Reporting Upon City's request, and in any event within ninety (90) days after the expiration or termination of this Agreement, Host Committee shall provide City with written reports describing, in reasonable detail, the use of the Cash Contribution and the Events and activities supported by City Services. Such reports shall include, at a minimum, a summary of Events held within the City, dates and locations, estimated attendance, a summary of expenditures of the Cash Contribution by major category, and narrative information on community and economic impacts to the extent reasonably available. City may require that one or more reports be certified by an officer of Host Committee as being true, correct, and complete in all material respects. 7.3. Audit and Inspection Rights Host Committee agrees to provide access to City, the Office of the Independent Inspector General, and any of their duly authorized representatives, to any books, documents, papers, electronic records, and other materials of Host Committee that are directly related to this Agreement, the Cash Contribution, or Events supported by City Services, for the purpose of audit, examination, inspection, and copying. City may, at reasonable times and for a period of seven (7) years following the later of the expiration or termination of this Agreement or the date of final expenditure of the Cash Contribution, audit and inspect, or cause to be audited and inspected, such books, documents, papers, and records. Host Committee agrees to maintain all such records at its principal place of business, or at another location reasonably acceptable to City, for the duration of this retention period. Host Committee's failure or refusal to comply with this Section shall constitute a material breach of this Agreement and shall entitle City to exercise its termination and other remedies under this Agreement, in addition to any remedies available at law or in equity. The audit and inspection provisions of the Code of the City of Miami, Florida, including those pertaining to audits and the Office of the Independent Inspector General, as the same may be amended from time to time, are applicable to this Agreement. 7.4. Cooperation with Inspector General Host Committee acknowledges that City has established the Office of the Independent Inspector General and that the activities of the Inspector General are supported by City funds. Host Committee agrees to fully cooperate with the Inspector General in the conduct of any investigation, audit, or review relating to this Agreement or to the use of City funds or City Services. Such cooperation shall include making officers, employees, agents, and contractors available for interviews; providing access to relevant records and facilities; and responding truthfully and completely to reasonable inquiries. 7.5. Corrective Action If any audit, investigation, or review by City or the Inspector General identifies questioned costs, misused funds, or other material noncompliance with this Agreement, Host Committee shall promptly develop and implement, subject to City's review and approval, a corrective action plan to address such findings. City may require Host Committee to repay misused funds, to modify its procedures, or to take other reasonable corrective actions as a condition of continuing to receive support under this Agreement. Host Committee shall bear the costs for any audit, investigation, or review that identifies misused funds or City Services. 8. Default; Termination 7 MIAMI 13310948.5 102754/306705 Docusign Envelope ID: 8505293C-E4DB-4473-9F6B-1513821229FA 8.1. Events of Default Subject to Section 8.2, each of the following shall constitute an event of default by Host Committee ("Event of Default") under this Agreement: (a) Failure to use the Cash Contribution or the benefit of City Services in accordance with this Agreement, including any misuse of funds or City Services. (b) Failure to comply in any material respect with the reporting, accounting, or audit requirements herein, or refusal to provide access to records or cooperate with City or the Office of the Independent Inspector General in accordance with this Agreement and applicable laws. (c) Failure to procure or maintain any insurance coverage required herein, or failure to provide satisfactory evidence of such insurance on or before the date that is ten (10) business days after Host Committee's receipt of a written request therefor. (d) Any material breach of the indemnification, compliance with laws, ethics, public records, or nondiscrimination requirements herein. (e) Any other material breach of this Agreement, including failure to perform any material covenant, duty, or obligation, which is not cured within the applicable cure period. (f) Thedissolution or insolvency of Host Committee, the appointment of a receiver or trustee for Host Committee's property, or the initiation of any voluntary or involuntary proceeding under any bankruptcy or insolvency law by or against Host Committee that is not dismissed within ninety days. 8.2. Notice and Cure Except as otherwise expressly provided in this Agreement, upon the occurrence of an Event of Default by Host Committee, City shall provide written notice to Host Committee describing the nature of the default. Host Committee shall have thirty (30) days after receipt of such notice to cure a non -monetary default, and ten (10) days after receipt of such notice to cure a monetary default, or, in either case, such longer period as City may approve in writing, acting reasonably, if the default is not reasonably capable of cure within the original cure period and Host Committee has commenced and is diligently pursuing cure. If Host Committee fails to cure the default within the applicable cure period, City may exercise any of the remedies set forth in this Section in addition to any remedies available at law or in equity. Notwithstanding the foregoing, City shall not be required to provide opportunity to cure for repeated or habitual breaches, for intentional misconduct, or where immediate action is reasonably necessary to protect public health, safety, or welfare or to prevent further misuse of City funds or City Services. 8.3. Remedies Upon the occurrence of an uncured Event of Default by Host Committee, City may, in its discretion and without waiving any other rights or remedies: (a) Suspend, in whole or in part, disbursements of the Cash Contribution and the provision of City Services under this Agreement. (b) Require Host Committee to repay to City any misused funds, together with any interest income actually realized thereon, and the value of any misused City Services. (c) Terminate this Agreement in whole or in part. 8 MIAMI 13310948.5 102754/306705 Docusign Envelope ID: 8505293C-E4DB-4473-9F6B-1513821229FA (d) Pursue any other remedy available at law or in equity, including specific performance or injunctive relief, to the extent not prohibited by sovereign immunity. The exercise of one or more remedies shall not preclude the exercise of any other remedy, and all remedies shall be cumulative. 8.4. Termination by City City may terminate this Agreement, in whole or in part, as follows: (a) For Cause. City may terminate this Agreement for cause upon written notice to Host Committee if an Event of Default by Host Committee has occurred and remains uncured after the expiration of any applicable notice and cure period, or if Host Committee commits a non curable material breach. Termination for cause shall be effective on the date specified in City's notice. (b) For Convenience. City may terminate this Agreement for convenience, in whole or in part, without cause and without penalty, upon not less than thirty days' prior written notice to Host Committee. (c) For Non Appropriation or Unavailability of Funds or Resources. City may terminate this Agreement in whole or in part if sufficient funds or resources are not appropriated or become unavailable for any lawful reason. Upon any termination of this Agreement by City, Host Committee shall immediately cease incurring obligations that would be payable from the Cash Contribution or that would materially increase the demand for City Services, except as necessary to facilitate Events in an orderly and safe manner and as approved by City. Host Committee shall, within thirty (30) days of the termination date, provide City with a final accounting of the use of the Cash Contribution and shall return any unexpended Cash Contribution as directed by City. Termination shall not relieve Host Committee of any obligation that expressly survives termination or that relates to acts or omissions occurring prior to termination, including obligations relating to indemnification, audit, public records, or repayment of misused funds. 8.5. Termination by Host Committee Host Committee may terminate this Agreement upon not less than thirty (30) days' prior written notice to City if Host Committee determines, in good faith, that it is unable to perform its obligations due to circumstances beyond its reasonable control, including substantial changes in FIFA requirements or Event structure that render the continuation of this Agreement impracticable. In such event, Host Committee shall cooperate with City to wind down Events in an orderly fashion, shall return any unexpended portion of the Cash Contribution, and shall provide a final report and accounting as required by this Agreement within thirty (30) days of the termination date. If the Host Committee terminate prior to the FIFA Fan Festival to be held at Bayfront Park or the Bronze Match Watch Party to be held at the Little Haiti Soccer Park, whichever occurs first, then the Host Committee shall return the full Cash Contribution and value of City Services utilized prior to termination. Termination by Host Committee shall not relieve Host Committee of obligations that expressly survive termination. 9. Insurance 9.1. Required Coverages Host Committee shall, at its sole cost and expense, procure and maintain in full force and effect, at all times during the Term of this Agreement and for such additional periods as are specified in this Section 9, insurance of the types and with limits not less than the following, or such higher limits as City may reasonably require based on the nature of Events and associated risks: 9 MIAMI 13310948.5 102754/306705 Docusign Envelope ID: 8505293C-E4DB-4473-9F6B-1513821229FA (a) Commercial General Liability insurance written on an occurrence basis, with limits of not less than One Million and 00/100 Dollars per occurrence for bodily injury, personal injury, and property damage, and Two Million and 00/100 Dollars in the aggregate, including coverage for premises and operations, products and completed operations, contractual liability, and independent contractors. (b) Business Automobile Liability insurance covering all owned, hired, and non -owned vehicles used in connection with Events, with a combined single limit of not less than One Million and 00/100 Dollars per accident for bodily injury and property damage. (c) Workers' Compensation insurance as required by the laws of the State of Florida and Employers' Liability insurance with limits of not less than Five Hundred Thousand and 00/100 Dollars per accident, Five Hundred Thousand and 00/100 Dollars per disease policy limit, and Five Hundred Thousand and 00/100 Dollars per disease per employee, or such other limits as are reasonably acceptable to City. (d) If Host Committee engages any professional firms to perform design, planning, consulting, or similar professional services that are material to Events or to the use of City property, Professional Liability (errors and omissions) insurance covering such services, with limits of not less than One Million and 00/100 Dollars per claim and in the aggregate, maintained during the Term. (e) If any Event includes significant construction, temporary structure erection, or other activities that materially increase risk to persons or property, such additional coverages as City may reasonably require in writing, which may include, without limitation, Builders' Risk, Special Event, or Liquor Liability coverage. 9.2. Additional Insured; Primary and Noncontributory The Commercial General Liability and Business Automobile Liability policies required under this Agreement shall name City, its commissioners, officers, employees, and agents as additional insureds, on forms acceptable to City, with respect to liability arising out of or related to this Agreement or any Event. Such coverage shall be primary to, and shall not seek contribution from, any insurance or self insurance maintained by City. 9.3. Waiver of Subrogation To the fullest extent permitted by law, each insurance policy required under this Agreement, except Workers' Compensation, shall include a waiver of subrogation in favor of City, its commissioners, officers, employees, and agents. Host Committee shall ensure that its insurers have no right of recovery or subrogation against City, its commissioners, officers, employees, or agents for any claims arising out of or related to this Agreement or any Event. 9.4. Acceptable Insurers; Evidence of Coverage All insurance policies required under this Agreement shall be issued by insurance companies authorized to do business in the State of Florida and rated at least A minus, Class VII, or better by A.M. Best Company, or otherwise acceptable to City in writing. Prior to the first disbursement of any portion of the Cash Contribution and prior to the commencement of any Event requiring City Services, and upon each renewal of coverage thereafter, Host Committee shall furnish to City certificates of insurance and, upon request, complete copies of policies and endorsements evidencing that the required coverages are in effect and that City has been added as an additional insured where required. Host Committee shall cause its insurers to provide City with written notice of cancellation, nonrenewal, or material reduction in coverage or limits in accordance with policy terms, and Host 10 MIAMI 13310948.5 102754/306705 Docusign Envelope ID: 8505293C-E4DB-4473-9F6B-1513821229FA Committee shall notify City in writing promptly upon receiving any such notice. If any required insurance is cancelled, nonrenewed, or materially reduced, Host Committee shall immediately obtain replacement coverage that complies with this Section 9 and shall provide evidence of such replacement coverage to City without delay. Failure to maintain required insurance shall constitute a material breach of this Agreement. 9.5. No Limitation of Liability The insurance requirements in this Section 9 are independent of, and in addition to, any indemnification obligations of Host Committee under this Agreement and any other obligations of Host Committee. The existence of insurance coverage shall not be construed to limit the liability of Host Committee or any of its officers, employees, agents, subcontractors, or vendors under this Agreement. 10. Indemnification 10.1. To the fullest extent permitted by law, Host Committee shall indemnify, defend, and hold harmless City, its commissioners, officers, employees, and agents from and against any and all claims, demands, suits, causes of action, liabilities, damages, losses, penalties, fines, costs, and expenses, including, without limitation, reasonable attorneys' fees and costs at trial and on appeal, arising out of, relating to, or in connection with any of the following: the acts or omissions of Host Committee or its officers, employees, agents, contractors, subcontractors, vendors, or volunteers; the planning, promotion, production, operation, or conduct of any Event; the use of the Cash Contribution or the benefit of City Services; or any material breach of this Agreement by Host Committee that remains uncured after the expiration of the notice and cure periods applicable thereto. 10.2. Host Committee shall not be required to indemnify City to the extent that any claim or loss is adjudicated to have been caused solely by the gross negligence or willful misconduct of City. 10.3. Host Committee's duty to defend City shall arise immediately upon written notice by City of a claim that is within the scope of the indemnity set forth in Section 10.1, and shall apply regardless of whether the allegations in such claim are groundless, false, or fraudulent, so long as such allegations relate to a matter that is potentially within the scope of the indemnified activities. City shall have the right, at its option and expense, to participate in the defense of any claim with counsel of its own choosing. Host Committee shall not settle any claim in a manner that imposes any injunctive relief, admission of liability, or financial obligation on City without City's prior written consent. 10.4. Nothing in this Agreement shall be construed as an indemnification by City of Host Committee or any third party, or as a waiver or limitation of any defenses available to City under Florida law. Host Committee acknowledges that City's liability is governed by and subject to the limitations set forth in section 768.28, Florida Statutes, and any successor provisions. 10.5. Nothing in this Agreement is intended to, nor shall it be construed to, waive or modify any immunity from, or limitation of, liability that is available to City, its commissioners, officers, employees, or agents under the doctrine of sovereign immunity or under section 768.28, Florida Statutes, or any other applicable law. No provision of this Agreement shall be interpreted as consent by City to be sued by third parties in any matter arising out of this Agreement beyond the limited waiver of sovereign immunity set forth in section 768.28, Florida Statutes. 10.6. The obligations of City under this Agreement shall not be construed as personal obligations of the commissioners, officers, employees, or agents of City, and Host Committee shall not seek to impose any liability upon such persons in their individual capacities. 11 MIAMI 13310948.5 102754/306705 Docusign Envelope ID: 8505293C-E4DB-4473-9F6B-1513821229FA 11. Compliance with Laws Host Committee and City shall each comply, and shall cause their respective officers, employees, agents, contractors, subcontractors, vendors, and volunteers to comply, with all applicable federal, state, and local laws, statutes, ordinances, rules, and regulations in the performance of this Agreement and in connection with all Events, including, without limitation, laws relating to public safety, crowd control, alcohol service, noise, health and sanitation, permits, and the use of public property. Host Committee shall promptly notify City of any material violation or alleged violation of law arising out of or related to any Event of which Host Committee has notice. 12. Conflict of Interest Host Committee acknowledges that City is subject to the Florida Code of Ethics for Public Officers and Employees, Chapter 112, Florida Statutes, and to applicable ethics and conflict of interest provisions in the Code of the City of Miami, Florida. Host Committee represents and warrants that, as of the Effective Date, there is no conflict of interest, as that term is defined under applicable law, between Host Committee, its officers, directors, or key employees, on the one hand, and any City official or employee, on the other hand, with respect to this Agreement. Host Committee shall not provide, offer, or promise to any City commissioner, officer, or employee any gratuity, favor, gift, entertainment, or other thing of value that is prohibited by law or City policy, nor shall Host Committee engage in any conduct that would violate or cause City to violate applicable ethics or conflict of interest laws. Host Committee shall not pay or retain any person on a contingent fee basis to solicit or secure this Agreement or any related City action. 13. Public Records Host Committee acknowledges that City is a public agency subject to the Florida Public Records Law, Chapter 119, Florida Statutes, and Article I, Section 24 of the Florida Constitution. To the extent that Host Committee creates, receives, maintains, or records information on behalf of City that constitutes a public record under Florida law and that is related to this Agreement or to the use of the Cash Contribution or City Services, Host Committee shall: (a) Keep and maintain such public records in accordance with Florida law. (b) Upon request from City's custodian of public records, provide such records to City within a reasonable time at no more than the cost allowed by Chapter 119, Florida Statutes, or allow the records to be inspected and copied at Host Committee's offices. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Transfer, at no cost to City, all public records in Host Committee's possession or control that are related to this Agreement within sixty (60) calendar days the expiration or termination of this Agreement or upon City's earlier written request, and, if stored in an electronic format, transfer the records in a format that is compatible with City's information technology systems or in a standard exportable format. If Host Committee fails to comply with any provision of this Section, Host Committee shall be in material breach of this Agreement and may be subject to termination of this Agreement and to any other remedies provided by law. SHOULD HOST COMMITTEE DETERMINE TO DISPUTE ANY PUBLIC ACCESS PROVISION REQUIRED BY FLORIDA STATUTES, THEN HOST COMMITTEE SHALL DO SO AT ITS OWN EXPENSE AND AT NO COST TO THE CITY. IF HOST COMMITTEE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO HOST 12 MIAMI 13310948.5 102754/306705 Docusign Envelope ID: 8505293C-E4DB-4473-9F6B-1513821229FA COMMITTEE'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THE CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FLOOR, MIAMI, FL 33130. THE HOST COMMITTEE MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS AGREEMENT. 14. Nondiscrimination; ADA In the performance of this Agreement and in connection with all Events, Host Committee shall not discriminate against any person on the basis of race, color, religion, sex, pregnancy, national origin, age, disability, marital status, familial status, sexual orientation, gender identity or expression, or any other class or characteristic protected by applicable law. Host Committee shall comply with all applicable federal, state, and local nondiscrimination and equal opportunity laws, including, without limitation, Title VI and Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act and the ADA Amendments Act, and the Florida Civil Rights Act. Host Committee shall ensure that Events and related activities that are open to the public are accessible to and usable by individuals with disabilities in accordance with the Americans with Disabilities Act and applicable implementing regulations. Host Committee shall promptly address and, as appropriate, remediate any accessibility concerns that are brought to its attention by City or by members of the public. 15. Assignment Subject to Section 16, Host Committee shall not assign, transfer, pledge, encumber, or otherwise convey this Agreement or any of its rights or obligations hereunder, whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of City, which City may grant, condition, or withhold in its sole discretion. Any attempted assignment or transfer in violation of this Section shall be void and of no effect and shall constitute a material breach of this Agreement. 16. Subcontracting Host Committee may, in the ordinary course of planning and delivering Events, enter into contracts with vendors, contractors, and other service providers; however, Host Committee shall remain fully responsible to City for the acts and omissions of all subcontractors, vendors, contractors, and other persons or entities engaged by Host Committee in connection with this Agreement or any Event, to the same extent as if such acts or omissions were those of Host Committee itself. No subcontract, vendor agreement, or similar arrangement shall create any contractual relationship between City and any such third party, nor shall it relieve Host Committee of any obligation or liability under this Agreement. Host Committee shall ensure that its contracts with third parties who are providing products and services at or for the Events do not conflict with the provisions of this Agreement, including without limitation the insurance, indemnification, and compliance provisions. 17. No Third -Party Beneficiaries This Agreement is entered into solely for the benefit of City and Host Committee. Except as expressly provided in this Agreement, nothing in this Agreement is intended, nor shall it be construed, to create any rights in or to be enforceable by any person or entity other than the Parties. Without limiting the generality of the foregoing, FIFA, any confederation or national federation, Miami Dade County, event venues, sponsors, vendors, and other third parties involved in Events shall not be deemed third party beneficiaries of this Agreement and shall have no right to enforce any provision of this Agreement against City. 13 MIAMI 13310948.5 102754/306705 Docusign Envelope ID: 8505293C-E4DB-4473-9F6B-1513821229FA Nothing in this Section shall be construed to limit or impair any rights that City or Host Committee may have under separate agreements with FIFA, Miami Dade County, or any other third party, nor shall it be construed to limit the ability of any member of the public to exercise rights under applicable law, including public records or civil rights laws. 18. No Partnership; Independent Contractor Nothing contained in this Agreement shall be construed to create a joint venture, partnership, association, or other joint business enterprise between City and Host Committee. Neither Party shall have any authority to incur any obligations on behalf of the other Party, except as expressly provided in this Agreement. The Parties acknowledge that City's role is limited to the provision of financial support and City Services as set forth herein and that City does not share in any profits or losses of Host Committee or of any Event. The relationship of City and Host Committee under this Agreement is that of independent contracting parties. Host Committee is and shall at all times remain an independent contractor and is not and shall not be deemed to be an agent, employee, partner, or joint venturer of City for any purpose. Host Committee has no authority to bind City to any obligation, agreement, or liability, and shall not represent to any third party that it has such authority. All persons employed by or engaged by Host Committee in connection with this Agreement or any Event shall be solely the employees or contractors of Host Committee and shall not be considered employees, agents, or representatives of City. Host Committee shall be solely responsible for the payment of all compensation, wages, benefits, and taxes for such persons and for compliance with all applicable employment and labor laws. 19. Use of Names, Logos, and Marks Except as otherwise set forth in this Agreement, Host Committee shall not use the name, logo, seal, or other marks of City in any advertising, marketing, sponsorship, or promotional materials without the prior written consent of City, which may be granted or withheld in City's sole discretion and which may be subject to such conditions as City may require. Any authorized use of City's name or marks shall be consistent with City's branding guidelines, if provided, and shall not imply that City endorses any product, service, or private entity. Nothing in this Agreement shall grant Host Committee any ownership interest in City's marks or other intellectual property, and all goodwill arising from authorized uses shall inure to the benefit of City. Conversely, nothing in this Agreement shall grant City any ownership interest in the names, logos, or marks of Host Committee, FIFA, or any other third party; any use of such marks by City shall be subject to the prior written consent of the applicable owner. City shall not publicize, or make any public or other statements, or conduct any activities, in relation to, the nature of their relationship with Host Committee, or conduct any other activities which may, in FIFA's opinion, create an association between City, and FIFA and/or FIFA World Cup 2026, without the prior written consent of the Host Committee, which consent shall not be unreasonably withheld. 20. Notices All notices, requests, consents, approvals, demands, and other communications under this Agreement shall be in writing and shall be deemed given only if: (a) delivered personally to an authorized representative of the recipient; (b) sent by a nationally recognized overnight courier service, with delivery confirmation requested; (c) sent by certified or registered United States mail, postage prepaid, return receipt requested; or (d) sent by electronic mail to the designated email addresses for notice, with confirmation of transmission, followed by one of the foregoing methods. 14 MIAMI 13310948.5 102754/306705 Docusign Envelope ID: 8505293C-E4DB-4473-9F6B-1513821229FA AS TO THE HOST COMMITTEE AS TO THE CITY: Name: Alina T. Hudak Art Noriega Title: CEO & President City Manager 220 Alhambra Street, Suite 310 444 SW 2nd Avenue, 10th Floor Coral Gables, FL 33134 Miami, FL 33130 Ahudak@miamifwc26.com anoriega@miamigov.com WITH A COPY TO: WITH A COPY TO: Bruce Jay Colan George K. Wysong III General Counsel City Attorney 800 Brickell Key Drive, Suite 1501 444 SW 2nd Avenue, 9th Floor Miami, FL 33131 Miami, FL 33130 bjcolan@gmail.com Qwysong@miamigov.com Notices shall be deemed received: (a) on the date delivered, if delivered personally; (b) on the date shown as delivered in the records of the overnight courier service; (c) three business days after deposit in the United States mail, if sent by certified or registered mail; or (d) on the date sent by electronic mail if sent during normal business hours on a business day in the recipient's location, or on the next business day if sent after normal business hours or on a non business day, provided that a hard copy is sent by one of the other methods specified above. 21. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to any choice of law or conflicts of law principles that would require the application of the laws of any other jurisdiction. 22. Venue and Jurisdiction The Parties agree that any legal action, suit, or proceeding arising out of or related to this Agreement or the transactions or relationships contemplated hereby shall be instituted exclusively in the state courts of the Eleventh Judicial Circuit in and for Miami Dade County, Florida, or, if federal jurisdiction is appropriate, in the United States District Court for the Southern District of Florida, Miami Division. Each Party irrevocably submits to the exclusive jurisdiction of such courts, waives any objection based on improper venue or forum non conveniens, and agrees not to seek transfer of any such action to any other forum, except as may be required by law. 23. No Arbitration Nothing in this Agreement shall be construed to require City to submit to arbitration or to any form of binding alternative dispute resolution with respect to any dispute arising under or related to this Agreement. Any reference in any document or communication to arbitration or similar binding 15 MIAMI 13310948.5 102754/306705 Docusign Envelope ID: 8505293C-E4DB-4473-9F6B-1513821229FA processes shall be of no force or effect unless specifically authorized by a subsequent written agreement approved in accordance with applicable City procedures. This provision shall not preclude the Parties from voluntarily engaging in non binding mediation or settlement discussions. 24. Waiver of Jury Trial To the fullest extent permitted by applicable law, City and Host Committee each knowingly, voluntarily, and irrevocably waives any right to a trial by jury in any action, suit, or proceeding, whether at law or in equity, arising out of, related to, or in connection with this Agreement or the transactions or relationships contemplated by this Agreement, whether sounding in contract, tort, or otherwise. Any such action, suit, or proceeding shall be tried before a court and not before a jury. Each Party acknowledges that it has had an opportunity to consult with counsel of its choosing regarding this jury trial waiver, that it understands the legal effect of this provision, and that it enters into this waiver as a free and voluntary act. 25. Miscellaneous 25.1. Force Majeure. Neither Party shall be liable to the other for any delay or failure to perform its non monetary obligations under this Agreement if and to the extent such delay or failure is caused by events that are beyond the reasonable control of the affected Party and that could not have been prevented by the exercise of reasonable diligence, including, by way of example only, acts of God, natural disasters, hurricanes, acts of war, terrorism, civil disturbances, epidemics, pandemics, strikes or other labor disputes (excluding those involving the affected Party's own employees to the extent such disputes could have been reasonably avoided), governmental orders or restrictions , or other similar events. The affected Party shall provide prompt written notice to the other Party describing the force majeure event and shall use commercially reasonable efforts to mitigate its effects and to resume performance as soon as reasonably practicable. Nothing in this Section shall limit or modify City's rights under this Agreement relating to non -appropriation or unavailability of funds or resources. 25.2. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be enforced to the fullest extent permitted by law, and the remaining provisions of this Agreement shall continue in full force and effect, so long as the essential terms and conditions of this Agreement for both Parties remain valid, binding, and enforceable. If the invalidity or unenforceability of a provision materially affects the balance of benefits and obligations under this Agreement, the Parties shall negotiate in good faith to modify this Agreement to effectuate as nearly as possible the original intent of the Parties. 25.3. No Waiver. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the Party against whom the waiver is asserted. No waiver of any breach or default shall be deemed a waiver of any other breach or default, whether of a similar or different nature, and no waiver shall be deemed a continuing waiver unless expressly stated in writing. The failure of either Party to insist upon strict performance of any provision of this Agreement shall not be construed as a waiver of such provision. 25.4. Amendments. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. Any amendment or modification that purports to bind City shall be subject to such approvals and authorizations as may be required by applicable law, the City Charter, and the Code of the City of Miami, Florida. No oral statements or prior written materials that are not expressly incorporated into this Agreement shall have any force or effect. 16 MIAMI 13310948.5 102754/306705 Docusign Envelope ID: 8505293C-E4DB-4473-9F6B-1513821229FA 25.5. Headings and Construction. The section and subsection headings in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement. This Agreement shall not be construed more strictly against one Party than against the other by reason of authorship, and both Parties acknowledge that they have had the opportunity to review this Agreement with counsel of their choice. 25.6. Entire Agreement. This Agreement, together with any exhibits, schedules, and documents expressly incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, understandings, and agreements, whether written or oral, relating to such subject matter. In the event of a conflict between the terms of this Agreement and any exhibit or schedule, the terms of this Agreement shall control, unless the exhibit or schedule expressly states an intent to modify a specific provision of this Agreement and such modification has been approved in accordance with applicable City procedures. 25.7. Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile, by electronic mail in portable document format (PDF), or by other electronic or digital means intended to preserve the original graphic and pictorial appearance of a document shall be deemed to be original signatures for all purposes and shall be binding upon the Parties to the same extent as an original signature. SIGNATURE PAGE FOLLOWS Remainder of page intentionally left blank 17 MIAMI 13310948.5 102754/306705 Docusign Envelope ID: 8505293C-E4DB-4473-9F6B-1513821229FA IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, to be effective as of the Effective Date. ATTEST: BY: DocuSigned by: -®®ibex Todd B. Hannon City Clerk Signed by: APPROVED AS TO LEGAL FORM AND CORRECTNESS: BY: DocuSigned by aunt, hi soi l f l EHFEU 824 iB... George K. Wysong III City Attorney 25-2504 DSr- tA "Host Committee" GREATER MIAMI SPORTS COMMISSION, INC D/B/A FIFA WORLD CUP 2026 MIAMI HOST COMMITTEE, A FLORIDA NOT FOR PROFIT CORPORATION BY: NAME: Alina T. Hudak TITLE: CEO & President "City" THE CITY OF MIAMI, A MUNICIPAL CORPORATION OF THE STATE OF FLORIDA BY: Signed by: 642A... Arthur Noriega City Manager APPROVED AS TO INSURANCE REQUIREMENTS: BY: DocuSigned by: Fr'atn1 raw�c ij 721gE /... David Ruiz Interim Director of Risk Management 1/2/26, 11:16AM Detail by Entity Name DIVISION OF CORE i) DIVE i f rf ,P/.org J r pD Arta f an official r raj f iv + w• sid9 Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Florida Not For Profit Corporation GREATER MIAMI SPORTS COMMISSION, INC Filing Information Document Number N18000000513 FEI/EIN Number 88-2622227 Date Filed 01/16/2018 State FL Status ACTIVE Last Event AMENDMENT Event Date Filed 07/16/2025 Event Effective Date NONE Principal Address 220 ALHAMBRA CIRCLE SUITE 310 CORAL GABLES, FL 33134 Changed: 04/03/2025 Mailing Address 220 ALHAMBRA CIRCLE SUITE 310 CORAL GABLES, FL 33134 Changed: 04/03/2025 Registered Agent Name & Address CAPITOL CORPORATE SERVICES, INC 515 EAST PARK AVE 2ND FLOOR TALLAHASSEE, FL 32301 Officer/Director Detail Name & Address Title Director Garfinkel, Tom 220 Alhambra Circle Suite 310 Coral Gables, FL 33134 https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=l nitial&searchNameOrder=GREATER.. 1/6 1/2/26, 11:16AM Detail by Entity Name Title Secretary, Treasurer, Director WHITAKER, DAVID 220 Alhambra Circle Suite 310 Coral Gables, FL 33134 Title COO MARTINEZ, RAY 220 Alhambra Circle Suite 310 Coral Gables, FL 33134 Title Chief Marketing and Community Outreach Officer PRIETO, JANELLE 220 Alhambra Circle Suite 310 Coral Gables, FL 33134 Title Asst. Secretary COLAN , BRUCE JAY 220 Alhambra Circle Suite 310 Coral Gables, FL 33134 Title Director, Co -Chair BARRETO, RODNEY 220 Alhambra Circle Suite 310 Coral Gables, FL 33134 Title Director, Co -Chair FERRARI, BEAU 220 Alhambra Circle Suite 310 Coral Gables, FL 33134 Title Director GRIFFIN, KENNETH C. 220 Alhambra Circle Suite 310 Coral Gables, FL 33134 Title Director https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=1 nitial&searchNameOrder=GREATER.. 2/6 1 /2/26, 11:16 AM MAS, JORGE 220 Alhambra Circle Suite 310 Coral Gables, FL 33134 Title Director SILLMAN, DANIEL 220 Alhambra Circle Suite 310 Coral Gables, FL 33134 Title Director SOFFER, JACKIE 220 Alhambra Circle Suite 310 Coral Gables, FL 33134 Title Director Allen, James F. 220 Alhambra Circle Suite 310 Coral Gables, FL 33134 Title Director BOULENGER, BO 220 Alhambra Circle Suite 310 Coral Gables, FL 33134 Title Director CASE, RITA 220 Alhambra Circle Suite 310 Coral Gables, FL 33134 Title Director DOTSON, JR, ALBERT E. 220 Alhambra Circle Suite 310 Coral Gables, FL 33134 Title Director GODDARD, PATRICK 220 Alhambra Circle Suite 310 Detail by Entity Name https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=1 nitial&searchNameOrder=GREATER.. 3/6 1/2/26, 11:16AM Detail by Entity Name Coral Gables, FL 33134 Title Director LEVINE, PHILIP 220 Alhambra Circle Suite 310 Coral Gables, FL 33134 Title Director MOTWANI, DEV 220 Alhambra Circle Suite 310 Coral Gables, FL 33134 Title Director RODRIGUEZ, TAMARA BELIARD 220 Alhambra Circle Suite 310 Coral Gables, FL 33134 Title Director PLUSH, JERRY 220 Alhambra Circle Suite 310 Coral Gables, FL 33134 Title Director SHALALA, DONNA E. 220 Alhambra Circle Suite 310 Coral Gables, FL 33134 Title Director GILBERT, III, OLIVER G. 220 Alhambra Circle Suite 310 Coral Gables, FL 33134 Title Director EXELBERT, BRIAN 220 Alhambra Circle Suite 310 Coral Gables, FL 33134 Title Director https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=1 nitial&searchNameOrder=GREATER.. 4/6 1/2/26, 11:16AM Detail by Entity Name RIONDA, CARLOS 220 Alhambra Circle Suite 310 Coral Gables, FL 33134 Title Director PEREZ, MIKE 220 Alhambra Circle Suite 310 Coral Gables, FL 33134 Title Director POPACK, MOSHE 220 Alhambra Circle Suite 310 Coral Gables, FL 33134 Title CEO & President HUDAK, ALINAT. 220 Alhambra Circle Suite 310 Coral Gables, FL 33134 Title Chief Financial Officer and Chief Administrative Officer BROOKS, KATHIE 220 Alhambra Circle Suite 310 Coral Gables, FL 33134 Title VP of Commercial Development ZINI, NICO 220 Alhambra Circle Suite 310 Coral Gables, FL 33134 Annual Reports Report Year Filed Date 2023 02/03/2023 2024 05/02/2024 2025 04/03/2025 Document Images 04/03/2025 -- ANNUAL REPORT View image in PDF format 10/09/2024 -- Amended and Restated Articles View image in PDF format https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=1 nitial&searchNameOrder=GREATER.. 5/6 1/2/26, 11:16 AM 05/02/2024 -- ANNUAL REPORT 02/03/2023 -- ANNUAL REPORT 07/01/2022 -- Amendment 01/25/2022 --ANNUAL REPORT 02/04/2021 -- ANNUAL REPORT 03/17/2020 -- ANNUAL REPORT 07/16/2019 -- ANNUAL REPORT 01/16/2018 -- Domestic Non -Profit Detail by Entity Name View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Florida Department of State, Division of Corporations https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=1 nitial&searchNameOrder=GREATER... 6/6 Olivera, Rosemary From: Gandarilla, Aimee Sent: Wednesday, January 7, 2026 8:43 AM To: Hannon, Todd Cc: Olivera, Rosemary; Brown, Sadie; Fossler, Thomas; Johnson, Antiwonesha; Ewan, Nicole; Brudzinski, Kyle Subject: MWCHC - FIFA Financial Contribution Agreement Attachments: MWCHC - FIFA Financial Contribution Agreement.pdf Good morning Todd, Please find attached the fully executed copy of an agreement from DocuSign that will be considered an original agreement for your records. Thank you, Aimee Procurement Assistant City of Miami Procurement Department 444 SW 2nd Avenue, 6th floor, Miami, FL 33130 P (305) 416-1906 F (305) 400-5073 E agandarilla@miamigov.com "Serving, Enhancing, and Transforming our Community" i