Agenda packet — City Council and Authorities Concurrent, March 15, 2022

City of Santa Clara
Agenda
Call and Notice of Special Meeting
City Council and
Santa Clara Stadium Authority
Virtual Meeting
1:30 PM Closed Session
7:30 PM Open Session
1:30 PMTuesday, March 15, 2022
Pursuant to Government Code Section 54953(e) and City of Santa Clara Resolution 22-9058, the City Council meeting will be held by teleconference only. No physical location will be available for this meeting; however, the City of Santa Clara continues to have methods for the public to participate remotely:
• Via Zoom:
o https://santaclaraca.zoom.us/j/99706759306
Meeting ID: 997-0675-9306 or
o Phone: 1(669) 900-6833
• Via the City’s eComment (now available during the meeting) • Via email to [email protected]
As always, the public may view the meetings on SantaClaraCA.gov, Santa Clara City Television (Comcast cable channel 15 or AT&T U-verse channel 99), or the livestream on the City’s YouTube channel or Facebook page.

NOTICE IS HEREBY GIVEN that, pursuant to the provisions of California Government Code §54956 (“The Brown Act”) and Section 708 of the Santa Clara City Charter, the Mayor/Chair calls for a Special Meeting of the Santa Clara City Council and Stadium Authority Board to commence and convene on March 15, 2022, at 1:30 PM for a Special Meeting held virtually via Zoom, to consider the following matter(s) and to potentially take action with respect to them. 1:30 PM CLOSED SESSION
Call to Order
Roll Call

1.A Public Employee Appointment (Gov. Code §§ 54957, 54954.5, subd. (e).)
Title: Interim City Attorney
22-251

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Special City Council and
Santa Clara Stadium Authority Meeting
Meeting Agenda March 15, 2022

1.B Conference with Labor Negotiators (CC)
Pursuant to Gov. Code § 54957.6
City representative: City Manager’s designee
Employee Organization(s):

Unit #1-Santa Clara Firefighters Association, IAFF, Local 1171 Unit #2-Santa Clara Police Officer’s Association
Unit #
3-IBEW Local 1245 (International Brotherhood of
Electrical Workers)
Unit #4-City of Santa Clara Professional Engineers
Units #5, 7 & 8-City of Santa Clara Employees Association Unit #6-AFSCME Local 101 (American Federation of State, County and Municipal Employees)
Unit #9-Miscellaneous Unclassified Management Employees Unit #9A-Unclassified Police Management Employees
Unit #9B-Unclassified Fire Management Employees
Unit #10-PSNSEA (Public Safety Non-Sworn Employees
Association)
22-413

1.C Conference with Legal Counsel-Existing Litigation (CC, SA) Pursuant to Gov. Code § 54956.9(d)(1)
Forty Niners
SC Stadium Company LLC, et al., v. Santa Clara
Stadium Authority, Superior Court Action No 19CV355432 (filed 9/20/19), and Forty Niners SC Stadium Company LLC, et al., v.

Santa Clara Stadium Authority, Demand for Arbitration through JAMS, filed 09/03/2021, consolidated with JAMS No.
110024318
22-1630

1.D Conference with Legal Counsel-Existing Litigation (SA) Pursuant to Gov. Code § 54956.9(d)(1)
Forty Niners
Stadium Management Company LLC and Forty
Niners SC Stadium Company LLC v. Santa Clara Stadium
Authority, et al., Santa Clara County Superior Court Case No. 17CV304903 and 19CV355432 (consolidated under lead case 17CV304903)
22-412
Public Comment
The public may provide comments regarding the Closed Session item(s) just prior to the Council beginning the Closed Session. Closed Sessions are not open to the public.

Convene to Closed Session

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Special City Council and
Santa Clara Stadium Authority Meeting
Meeting Agenda March 15, 2022
7:30 PM SPECIAL COUNCIL AND STADIUM AUTHORITY MEETING
Call to Order
Pledge of Allegiance and Statement of Values

REPORTS OF ACTION TAKEN IN CLOSED SESSION MATTERS

CONTINUANCES/EXCEPTIONS/RECONSIDERATIONS

SANTA CLARA STADIUM AUTHORITY CONSENT CALENDAR
[Items listed on the CONSENT CALENDAR are considered routine and will be adopted by one motion. There will be no separate
discussion of the items on the CONSENT CALENDAR unless discussion is requested by a member of the Council, staff, or public. If so requested, that item will be removed from the CONSENT CALENDAR and considered under CONSENT ITEMS PULLED FOR DISCUSSION.]

2.A Action on the Santa Clara Stadium Authority Financial Status Report for Quarter Ending September 30, 2021
22-937
Note and file the Santa Clara Stadium Authority
Financial Status Report for the Quarter Ending
September 30, 2021.

Recommendation:

2.B Report from the Stadium Authority Regarding Stadium Manager’s Request
for Retroactive Approval for Incurred
Charges Related to Silicon Valley and San Francisco Admin Awards Sponsorship and Silicon Valley Business Journal Email Blast
22-355

1. Approve the Stadium Manager’s retroactive
request to incur $10,000 for the Silicon Valley and
San Francisco Admin Awards sponsorship and
authorize staff to approve and process the
reimbursement of such costs upon receiving final
invoices and supporting documentation from the
Stadium Manager; and

2. Approve the Stadium Manager’s retroactive
request to incur charges up to $5,100 for a March 1,
2022 email blast campaign in the Silicon Valley
Business Journal for Non-NFL events advertising
and authorize staff to approve and process the
reimbursement of such costs upon receiving final
invoices and supporting documentation from the
Stadium Manager.

Recommendation:

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Special City Council and
Santa Clara Stadium Authority Meeting
Meeting Agenda March 15, 2022

PUBLIC PRESENTATIONS
[This item is reserved for persons to address the Council or authorities on any matter not on the agenda that is within the
subject matter jurisdiction of the City or Authorities. The law does not permit action on, or extended discussion of, any item not on the agenda except under special circumstances. The governing body, or staff, may briefly respond to statements made or questions posed, and appropriate body may request staff to report back at a subsequent meeting. Although not required, please submit to the City Clerk your name and subject matter on the speaker card available in the Council Chambers.]

CONSENT ITEMS PULLED FOR DISCUSSION

SANTA CLARA STADIUM AUTHORITY PUBLIC HEARING/GENERAL BUSINESS

3. Action on the Proposed Santa Clara Stadium Authority Fiscal Year 2022/23
Budget, Stadium Operation and Maintenance
Plan, and 2022 Marketing Plan
22-303
Staff recommends Alternatives 1, 2, and 3:

1. Adopt the Santa Clara Stadium Authority Fiscal Year
2022/23 Operating, Debt Service, and Capital
Budget;

2. Delegate authority to the Office of the Executive
Director and Treasurer to approve budget
amendments that move funds from Legal
Contingency to Shared Expenses after the review of
adequate documentation for costs;

3. Direct staff to explore options for a more
cost-effective way to address repairs to the Naming
Rights Sponsor Sign; and

4. Note and file the 2022 Marketing Plan, authorize the Office of the Executive Director to execute an
Amendment No. 1 with Stone Planning to add an
additional $10,000 and to amend the agreement’s
scope of work to allow the Stadium Authority to
request, on a time and materials basis, 1) the
Contractor and/or subcontractor’s participation in
meetings with Stadium Authority staff and Stadium
Manager to discuss any areas of the assessment
report, or 2) other work related to the assessment
report, and request the Stadium Manager to return
to the Board in four to six months with an updated
Marketing Plan.

Recommendation:

REPORTS OF MEMBERS AND SPECIAL COMMITTEES

CITY MANAGER/EXECUTIVE DIRECTOR REPORT

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Special City Council and
Santa Clara Stadium Authority Meeting
Meeting Agenda March 15, 2022

ADJOURNMENT
The next regular scheduled meeting is on Tuesday, March 22, 2022.

MEETING DISCLOSURES
The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision. Under Section 1094.6, any lawsuit or legal challenge to any quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will be barred. If a person wishes to challenge the nature of the above section in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of Santa Clara, at or prior to the meeting. In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.

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

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

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

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

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

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

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Agenda Report
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Santa Clara, CA 95050
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22-251 Agenda Date: 3/15/2022

REPORT TO COUNCIL

SUBJECT
Public Employee Appointment (Gov. Code §§ 54957, 54954.5, subd. (e).) Title: Interim City Attorney
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City of Santa Clara
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1500 Warburton Avenue
Santa Clara, CA 95050
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@SantaClaraCity
22-413 Agenda Date: 3/15/2022

SUBJECT
Conference with Labor Negotiators (CC)
Pursuant to Gov. Code § 54957.6
City representative: City Manager’s designee
Employee Organization(s):

Unit #1-Santa Clara Firefighters Association, IAFF, Local 1171 Unit #2-Santa Clara Police Officer’s Association
Unit #3-IBEW Local 1245 (International Brotherhood of Electrical Workers) Unit #4-City of Santa Clara Professional Engineers
Units #5, 7 & 8-City of Santa Clara Employees Association Unit #6-AFSCME Local 101 (American Federation of State, County and Municipal Employees) Unit #9-Miscellaneous Unclassified Management Employees Unit #9A-Unclassified Police Management Employees
Unit #9B-Unclassified Fire Management Employees
Unit #10-PSNSEA (Public Safety Non-Sworn Employees Association) City of Santa Clara Printed on 3/11/2022Page 1 of 1
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-1630 Agenda Date: 3/15/2022

SUBJECT
Conference with Legal Counsel-Existing Litigation (CC, SA) Pursuant to Gov. Code § 54956.9(d)(1)
Forty Niners SC Stadium Company LLC, et al., v. Santa Clara Stadium Authority, Superior Court Action No 19CV355432 (filed 9/20/19), and Forty Niners SC Stadium Company LLC, et al., v. Santa Clara Stadium Authority, Demand for Arbitration through JAMS, filed 09/03/2021, consolidated with JAMS No. 110024318
City of Santa Clara Printed on 3/11/2022Page 1 of 1
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-412 Agenda Date: 3/15/2022

SUBJECT
Conference with Legal Counsel-Existing Litigation (SA)
Pursuant to Gov. Code § 54956.9(d)(1)
Forty Niners Stadium Management Company LLC and Forty Niners SC Stadium Company LLC v.

Santa Clara Stadium Authority, et al., Santa Clara County Superior Court Case No. 17CV304903 and 19CV355432 (consolidated under lead case 17CV304903)
City of Santa Clara Printed on 3/11/2022Page 1 of 1
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-937 Agenda Date: 3/15/2022

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on the Santa Clara Stadium Authority Financial Status Report for Quarter Ending September 30, 2021

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

BACKGROUND
In Fiscal Year 2014/15 the Stadium Authority Board (“Board”) requested that staff prepare quarterly Santa Clara Stadium Authority (“Stadium Authority”) Financial Status Reports. These reports provide an update on the events held at Levi’s Stadium, Stadium Authority finances, and the impact of Stadium Authority activity on the City of Santa Clara’s (“City”).

This report provides information covering the Stadium Authority’s second (July 1, 2021 - September 30, 2021) quarter of the 2021/22 fiscal year.

The Adopted Stadium Authority Budget incorporates the estimated revenues and expenses for all Stadium Authority funds. The attached Financial Status Reports provide the budget to actual revenue and expense summaries for the operating, debt service, and capital funds. Analysis of the financial activity through the fiscal year measures the adherence to the budget and allows the Stadium Authority to monitor and project revenues and expenses. Any significant variances are explained in the reports.

Certain operating expense payments were withheld based on Board direction for the partial suspension of payments at the March 27, 2019 Stadium Authority Board meeting, based on the concern that public funds would be used to pay for expenses that were not legally procured, or compliant with prevailing wage law or self-dealing/ conflict of interest laws. At that meeting, the Board directed the Executive Director to only release public funds to ManagementCo when supporting documents have been submitted to show the expenses adhere to our agreements and State and local laws.

At the March 23, 2021 Stadium Authority Board meeting, the Executive Director was delegated authority to approve budget amendments of $4.2 million to move funds from the Legal Contingency line item to Shared Expenses after the review of adequate documentations for costs based on Board direction. Subsequent to that direction, Stadium Authority staff met at Levi’s Stadium on March 30, 2021 to review documentation for shared expenses. After follow-up meetings with the Stadium Manager, payments related to compensation that were reviewed and approved for monthly payment, totaling $4.2 million for the fiscal year.

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22-937 Agenda Date: 3/15/2022

DISCUSSION
The attached financial status reports provide information covering the Stadium Authority’s second (July 1, 2021 - September 30, 2021) quarter of the 2021/22 fiscal year. The reports summarize National Football League (“NFL”) and non-NFL event activity at Levi’s Stadium and describes the financial impact of these events on the Stadium Authority and City since FY 2014/15. The report also provides the budget to actual revenue and expense summaries for the operating, debt service, and capital funds. Analysis of the financial activity through the fiscal year measures the adherence to the budget and allows the Stadium Authority to monitor and project revenues and expenses. Any significant variances are explained in the report.

NFL Event Revenue and Expenses
There were three NFL games held in the second quarter of the 2021/22 Fiscal Year. Levi’s® Stadium hosted two pre-season NFL games of the 2021 season on August 14, 2021 and August 29, 2021 and one regular NFL season game of the 2021 season on September 26, 2021.

Non-NFL Event Revenue and Expenses
There were no Non-NFL events held in the second quarter of the 2021/22 Fiscal Year. Non-NFL events are expected to resume in FY2022/23.

Stadium Builder Licenses (“SBLs”)
SBLs account for 36% of the Stadium Authority’s annual budgeted revenue in FY 2021/22. There is a total of 61,358 currently active SBLs which is 93% of the 66,066total sellable SBL seats. The value of the active SBLs amount to $535.5 million of which $483.3 million has already been collected.

Stadium Authority Budgets
The detailed analysis of Stadium Authority budget to actual financials is provided in the attached Financial Status Reports. In summary, total operating revenues were $30.9 million representing 48% of the overall budget for revenues and total operating expenses were $21.3 million or 33% of the budget. The debt service fund was able to pay down $14.0 million in debt, bringing total Stadium Authority debt down to $282.8 million. Capital expenses were $0.4 million representing 3% of the overall CIP budget.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(b)(4) in that it is a fiscal activity that does not involve any commitment to any specific project which may result in a potential significant impact on the environment.

FISCAL IMPACT
There is no fiscal impact to this report.

COORDINATION
This report was coordinated with the Stadium Manager per section 4.6 of the Management Agreement as well as the Stadium Authority Counsel’s Office.

PUBLIC CONTACT
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22-937 Agenda Date: 3/15/2022
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected].

RECOMMENDATION
Note and file the Santa Clara Stadium Authority Financial Status Report for the Quarter Ending September 30, 2021.

Reviewed by: Kenn Lee, Treasurer
Approved by: Office of the Executive Director

ATTACHMENTS

1. SCSA Financial Status Report for the Quarter Ending September 30, 2021 City of Santa Clara Printed on 3/11/2022Page 3 of 3
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SCSA
Santa Clara Stadium Authority

SANTA CLARA

STADIUM AUTHORITY

FINANCIAL STATUS REPORT
Quarter Ending September 30, 2021
March 15, 2022
'=== WELCOME TO =e:aa
LEVI ' S · STADIUM
1 Table of Contents

Introduction .................................................................................................................................................. 2 NFL Events .................................................................................................................................................. 3 Non-NFL Events ......................................................................................................................................... 6 Discretionary Fund ..................................................................................................................................... 8 Stadium Builder Licenses ......................................................................................................................... 8 Santa Clara Stadium Authority Budget Status Reports ...................................................................... 10 Operating Budget ................................................................................................................................. 10 Debt Service Budget ............................................................................................................................ 13 Capital Improvement Project Budget ................................................................................................ 17 City of Santa Clara Net General Fund Impact ..................................................................................... 19 Public Safety and Administrative Cost Reimbursement ................................................................. 19 Rents and Senior and Youth Fee ...................................................................................................... 19 Other Revenue Impacts ...................................................................................................................... 19 Glossary ..................................................................................................................................................... 21

2 Introduction
This Santa Clara Stadium Au thority (“Stadium Authority ”) Financial Status Report provides information covering the second quar ter of the Stadium Authority’s 2021/22 fiscal year (FY) which ended on September 30, 2021. Comparative data from prior fiscal years is also included.

In addition to these quarterl y reports, the Stadium Authorit y produces annual financial statements. The FY 2020/21 financial statements were audited by an external audit firm and presented to the Stadium Authority’s Audit Committee on September 16, 2021 and the Stadium Authority Board (“Board”) on September 28, 2021. Once presented to the Stadium Authority Board, the financial statements are published on the Stadium Authority’s website.

The Stadium Authority also pr epares a detailed b udget prior to the beginning of each fiscal year. The FY 2021/22 budget was considered at a study session on March 9, 2021 and adopted by the Board on March 23, 2021.

Stadium Authority finances are structured so that the City of Santa Clara (City) is not liable for the debts or obligations of the Stadium Authority. All serv ices provided by the City, including administrative and public safety , to the Forty Niners Stadium Management Company, LLC (“ManagementCo”) or the Stadium Authority are fully reimbursed with Stadium Authority funds.

Methodology
Information provided in this report was based in part on documentation submitted by ManagementCo. Specifically, NFL and Non-NFL event statistics and financial information relating to Stadium Manager expenses ar e provided by ManagementCo. Stadium Authority staff is limited to a review of selected financial information submitted by ManagementCo, including some source documentation for Non-NFL events with attendance greater than 25,000, submitted 45 days after each event. More detailed documents are received over 90 days after the close of the fiscal year. For all other financial information, a full detailed review and/or audit of source documentation has not been completed by the Stadium Authority for this report.

The Stadium Authority has cont racted with JS Held (formerl y Hagen, Streiff, Newton, & Oshiro), a forensic accounting firm, to review and evaluate Non-NFL event financial information from prior years, including source documentation. This report was discussed with the Board at the December 1, 2020 Stadium Authority Board meeting. The Stadium Authority is working with JS Held for the review of additional historical years.

The information provided reflects the best known and available at the time of the writing of this report and is subject to further re vision when the full body of records becomes available and review is complete. Consequent ly, the Board’s notation and filing of this report should not be considered an approval of the accuracy of the information in the report.
3 NFL Events
This section provides year to date and comparative data for NFL games categorized as pre-season and regular season games. In fiscal year 2020-21, there were no fans present for the NFL games. The comparative data is based on the quarter ended September 30, 2019.

The San Francisco Forty-Niner s (“49ers”) played a total of three NFL games (two pre- season games and one regular season game) at Levi’s Stadium as of September 30, 2021. There was a total of 199,451 tickets sold to these NFL games, an average of 66,484 per game. This is up by 4,894 or 7.9% when compared to the same period in fiscal year 2019-20. The ticket sales resulted in $2.7 m illion in NFL ticket surcharge revenue (10% of ticket sales) to the Stadium Authority. The average NFL ticket surcharge revenue was $883,800 per game in the current year which is up by $78,338 or 9.7% from the same period in the fiscal year 2019-20 . This increase can be attr ibuted to dynamically priced tickets to each NFL game and COVID-19 economic recovery. A total of $69,807 of Senior and Youth Program Fees, which is based on $0. 35 per NFL ticket sold, were collected through the end of the second quarter of the fiscal year. These fees were transferred to the City’s General Fund in support of such programs.

A total of 21,678 cars were parked in the permitted offsite parking lots generating $128,117 in offsite parking fees . The Tasman lot parking fee generated $5,900 for the General Fund in the current fiscal year. The overall number of cars parked in the permitted offsite lots and the Tasman lots rose by an average of 1,598 cars per game or 26.5% when compared to the fiscal year 2019-20.

There was $1.7 million of NFL event public safety cost s in the current reporting period which is an average of $582,352 per game. This is up from the fiscal year 2019-20 average of $385,879. Of the $1.7 million NFL event public safety costs, $1.1 million or

63.3% are direct City costs and $641,534 or 36.7% are out side agency costs. $128,117 of the total NFL event public safety costs were covered by the offsit e parking fees that were collected and the remaining was invoiced to ManagementCo. It should be noted that costs differ dependent on deployment needs for each event.

Statistics for the NFL games held at Levi’s Stadium in the first two quarters of the 2021/22 fiscal year are shown in Table 1 and comparative data from a ll eight years of operations can be found in Table 2.
4 Table 1
Levi's® Stadium
2021/22 NFL Event Statistics
As of September 30, 2021
Game 1 vs Game 2 vs Game 3 vs
Chiefs Raiders Packers 2021/22
08/14/21 08/29/21 09/26/21 YTO Total
No. ofTickets Sold 63,172
NFL Ticket Surcharge
SeniorMouth Program Fees
$ 498,759 $
$ 22,110 $
Cars Parked at Offsite Lots 5,340
City Offsite Parking Fee $ 31,559 $
Cars Parked on Tasman Lots 364
City Tasman Lot Parking Fee $ 1,820 $
Stadium Public Safety Costs $ 524,627 $
$
68,258 68,021 199,451
551,632 $ 1,601,010 $ 2,651,401
23,890 $ 23,807 $ 69,807
8,145 8,193 21,678
48,137 $ 48,421 $ 128,117
416 400 1,180
2,080 $ 2,000 $ 5,900
768,283 $ 454,145 $ 1,747,055
$ $ Less: Offsite Parking Fee Credit $ --~~~--~~----'-,1---(31,559) (48,137) (48,421) (128,117) $ $ $ Reimbursable Stadium Public Safety Costs $ 1----~----~----,1---493,068 720,146 405,724 1,618,938 Amount Reimbursed $ $ $ $ 1------1----------,1----------,>-------1 5 2014/15 Q2 2015/16 Q2 2016/17 Q2 2017/18 Q2 2018/19 Q2 2019/20 Q2 2020/21 Q2 2021/22 Q2 Total Total Total Total Total Total Total Total
No. of NFL Events 4 3 3 4 3 3 - 3 No. of Tickets Sold 271,503 198,634 188,705 249,408 190,840 184,769 - 199,451 NFL Ticket Surcharge 2,911,416$ 1,851,550$ 2,343,474$ 2,544,721$ 1,732,335$ 2,416,387$ -$ 2,651,401$ Senior/Youth Program Fees 95,026$ 69,522$ 66,047$ 87,293$ 66,794$ 64,669$ -$ 69,807$ Cars Parked at Offsite Lots 37,884 16,986 18,295 21,442 15,030 16,578 - 21,678 City Offsite Parking Fee 186,389$ 86,289$ 95,866$ 116,216$ 84,619$ 96,981$ -$ 128,117$ Cars Parked on Tasman Lots 1,737 1,967 1,689 2,357 1,244 1,485 - 1,180 Cars Parked on Golf Course 11,378 7,353 - - - - - - City Tasman Lot and Golf Course Parking Fee 65,575$ 46,600$ 8,445$ 11,785$ 6,220$ 7,425$ -$ 5,900$ Stadium Public Safety Costs 914,005$ 673,723$ 740,565$ 975,574$ 764,421$ 1,157,636$ -$ 1,747,055$ Golf Course Public Safety Costs 111,690$ 25,242$ -$ -$ -$ -$ -$ (128,117)$ Subtotal Event Public Safety Costs 1,025,695$ 698,965$ 740,565$ 975,574$ 764,421$ 1,157,636$ -$ 1,618,938$ Le
ss: Offsite Parking Fee Credit (186,389)$ (86,289)$ (95,866)$ (116,216)$ (84,619)$ (96,981)$ -$ (128,117)$ Reimbursable Stadium Public Safety Costs 839,306$ 612,676$ 644,700$ 859,359$ 679,802$ 1,060,654$ -$ 1,490,821$ Total Amount Reimbursed 839,306$ 612,676$ 644,700$ 859,359$ 679,802$ 741,395$ -$ -$ Table 2
Levi's® Stadium
Historical NFL Event Statistics

6 Non-NFL Events
This section provides annual and comparative data for No n-NFL Events categorized as events ranging from high school and college football games , international soccer matches, concerts, wedding fairs, and specia l events. There were no Non-NFL events due to the pandemic, and only sma ller, non-ticketed events are held in fiscal year 2021-

22. Comparative data from all eight years of operations for the Non-NFL ticketed events and special events are shown in Table 3.

7 2014/15 Q2 2015/16 Q2 2016/17 Q2 2017/18 Q2 2018/19 Q2 2019/20 Q2 2020/21 Q2 2021/222
Q2
Total Total Total Total Total Total Total Total
No. of Non-NFL Ticketed Events 2 13 14 7 7 6 - - No. of Tickets Sold 106,699 542,390 518,542 210,157 231,849 125,587 - - Non-NFL Ticket Surcharge 426,796$ 2,130,628$ 2,074,168 $ 840,628 $ 927,396$ 502,348$ -$ -$ No. of Non-NFL Special Events 43 100 53 42 41 28 - - Non-NFL Special Event Attendees 12,521 73,196 17,959 23,726 15,943 7,752 - - Cars Parked at Offsite Lots 10,748 51,669 55,731 19,466 22,338 13,130 - - City Offsite Parking Fee 52,880$ 258,252$ 286,531$ 104,077$ 123,559$ 75,164$ -$ -$ Cars Parked on Golf Course 5,413 19,743 9,562 - - - - - City Golf Course Parking Fee 27,065$ 98,715$ 47,810$ -$ -$ -$ -$ -$ Stadium Public Safety Costs 444,151$ 2,624,988$ 2,469,148 $ 1,035,289 $ 1,378,966 $ 1,004,000 $ - $ -$ Golf Course Public Safety Costs 55,701$ 113,440$ 39,905$ -$ -$ -$ -$ -$ Subtotal Event Public Safety Costs 499,852$ 2,738,429$ 2,509,053 $ 1,035,289 $ 1,378,966 $ 1,004,000 $ - $ - $ Less: Offsite Parking Fee Credit (52,880)$ (258,252)$ (286,531) $ (104,077) $ (123,559) $ (75,164) $ - $ - $ Reimbursable Public Safety Cost s 446,972$ 2,480,177$ 2,222,522 $ 931,212 $ 1,255,407$ 928,836 $ - $ - $ Amount Reimbursed 446,972 $ 2,480,177$ 2,222,522 $ 931,212 $ 1,255,407$ 791,025 $ - $ - $ (1) Includes Non-NFL special events.

Table 3
Levi's® Stadium
Historical Non-NFL Event Statistics(1)

8 Discretionary Fund
The Discretionary Fund is funded by rev enue equal to 50% of the Non-NFL Ticket Surcharge of $4 per ticket. Table 4 shows the revenues and expenses in the Discretionary Fund since FY2014/15. The balance at the end of this reporting period was $2.3 million.

Fiscal Year
Beginning
Balance Revenue Expenses
Ending
Balance
2014/15 -$ 715,770$ 714,028$ 1,742$ 2015/16 1,742 1,238,542 699,129 541,155 2016/17 541,155 1,164,698 1,209,342 496,511 2017/18 496,511 768,564 - 1,265,075 2018/19 1,265,075 796,294 101,267 1,960,102 2019/20 1,960,102 367,748 - 2,327,850 2020/21 2,327,850 - 18 2,327,832 2021/22 2,327,832 - - 2,327,832 Table 4
Discretionary Fund - Accrual Basis

Stadium Builder Licenses
The total principal value of currently active Stadium Bu ilder Licenses (“SBLs”) is $535.5 million and, as of September 30, 2021, 90% of the total principal value of all SBLs sold (i.e., $483.3 million) had been collected.

SBL holders that finance their purchase pay an annual interest rate of 8.5% and payments are due by March 1
st each year. The majority of SBL holders make their payments on time. For those that do not pay on time, SBL service staff, working for ManagementCo on the Stadium Authority’s behalf, contact the SBL holders and attempt to collect the full amounts owed. Ultimately, an SBL can be def aulted for non-payment. Once an SBL is defaulted, the SBL holder in default loses their right to buy season tickets as well as their priority rights to tickets to Non-NFL Events, and forfeits any money they had invested in the SBL. Defaulted SBLs are then available for resale.

There is a total of 61,358 currently active SBLs, or 93% of the 66,066 total sellable SBL seats. This is an increase of 990 from the total active SBLs at the end of the prior fiscal year (March 31, 2021). The main reasons for the increase are due to sale of new SBLs offset by the customer seat relocation program and default buy back. The customer seat relocation program allows customers to trade in their SBLs in return for others in a different location as long as the total face va lue of the new seats is equal to or greater than the original seats.

During the current reporting peri od, 1,427 SBLs were sold for a total face value of $9.7 million. The customer seat relo cation program resulted in an increase of $1.7 million to the SBL face value, and the number of SBLs for this category increased by 13. The reason for this is due to a relocation to a higher SBL Tier. Additional details regarding currently active SBLs are noted in Table 5.
9 Table 5
Santa Clara Stadium Authority
Currently Active Stadium Builder License (SBL) Summary (1l Throu9h Seetember 30, 2021
SBL Seats SBL Seats Sold New SBL Net SBL SBL Other SBL Seats SBL Value SBL Collected % SBL Principal Seat Va lue Ava ilable as of 3/31/21 Sales Relocations Defau lts Sold Collected 141,392 100 100 100 $ 14,082,625 $ 12,588,226 89-4%
80,000 942 925 9 4 (14) 924 $ 73,920,000 $ 69,541,210 94.1% 40,000 2 2 2 $ 80,000 $ 70,040 87.6%
30,000 4,945 4,463 93 24 (38) 4,542 $ 136,260 ,000 $ 125,729 ,904 92.3% 20,000 3,475 2,852 43 11 (31 ) 2,875 $ 57,500,000 $ 52,524,020 91 .3% 15,000 7 7 7 $ 105,000 $ 90,583 86.3%
12,000 2,162 2,166 19 3 (29) 2,159 $ 25 ,908,000 $ 23 ,276 ,005 89.8% 10,000 7 7 7 $ 70,000 $ 66,002 94.3%
6,000 20 ,652 20,547 258 87 (133) 20,759 $ 124,554,000 $ 109,015,641 87.5% 5,000 14,306 13,302 512 30 (117) 13,728 $ 68,640,000 $ 59,600,859 86.8% 4,000 916 920 2 (3) 919 $ 3,676,000 $ 3,474 ,068 94.5%
3,000 91 91 91 $ 273 ,000 $ 239,759 87.8%
2,500 41 44 44 $ 110,000 $ 98,962 90.0%
2,000 18,387 14,907 493 (146) (85) 15,169 $ 30,338,000 $ 27 ,000,906 89.0% 1,000 33 35 (2) (1) 32 $ 32,000 $ 29,004 90.6%
Total 66,066 60,368 1,427 13 (451) 61,358 $ 535,548,625 $ 483,345,189 90.3% Plus: Interest on finan ced SBLs 60,335,209
Tota l Princi pal & Inte rest 543,680,398
10 Santa Clara Stadium Authority Budget Status Reports
Operating Budget

With 50% of the fiscal year complete, total operating revenues thru the second quarter of the 2021/22 Fiscal Year were $ 30.9 million representing 48% of the overall budget for revenues. Stadium rent earned from StadCo totaled $12.9 million or 52% of budget.

During the current reporting period, the Stadium Authority collected $11.6 million in SBL proceeds or 49% of budget. All SBL proceeds are to be transferred to the debt service fund per applicable loan agreem ents. The Stadium Authority also collected NFL ticket surcharges, Sponsorship Revenue, Naming Rights revenue, and Senior & Youth Program Fees all of which are expected to meet budget this fiscal year. The Naming Rights revenue is collected twice a year, in Octo ber and February, and will be included in the Quarter 3 report.

Total operating expenses were $21.3 million, or 33% of the annual budget, which included the debt service transfers of $13.7 million. Other expenditures to note include shared stadium manager expenses. In the prior fiscal year, operating expense payments, except for insurance, were withheld based on Board direction for the partial suspension of payments at the March 27, 2019 Stadium Authority Board meeting, based on the concern that public funds would be used to pay for expenses that were not legally procured, or compliant with prevailing wage la ws or self-dealing/conflicts of interests laws. At that meeting, the Board directed the Executive Director to onl y release public funds to ManagementCo for the payment of shared stadium manager expenses when supporting documents have been submitted to show those expenses adhere to our agreements and State and local laws. Separate from that par tial suspension of pay ments, the Stadium Authority continued to pay for utilities, insurance, naming rights commission and costs associated with SBL sales and services.

For the current fiscal year, the Stadium Authority’s FY2021/22 budget was adopted on March 23, 2021 and included the Stadium Manager’s recommended Shared Expense budget of $8.1 million in a Legal Contingency line item. The expenses that were included in the Legal Contingency lin e are Stadium Operations, E ngineering, Guest Services, Groundskeeping, Security and the Stadium M anagement Fee. However, the Executive Director was delegated authority to approve budget amendments of $4.2 million to move funds from the Legal Contingency line item to Shared Expenses after the review of adequate documentations for costs based on B oard direction. Subsequent to that direction, Stadium Authority staff met at Levi’s Stadium on March 30, 2021 to review documentation for shared expenses. After follow-up meetings with the Stadium Manager, payments related to compensation that were reviewed and approved for monthly payment, totaling $4.2 million for the fiscal year.

Shared Stadium Manager expenses were at 55% of the budget, or $4.0 million of the $7.3 million budgeted amount and SBL Sales & Service expenses were 37% of the budget, or $1.3 million of the $3.4 million budgeted amount.

Stadium Authority G&A costs were at
25% of the budget, or $1.3 million of the $5.1 million budgeted amount.

11 The Stadium Authority pays for all utility costs from February 1st through July 31st and the tenant (StadCo) pays for utility costs from August 1 st through January 31 st (Tenant Season). However, based on conversation at Stadium Manager-Stadium Authority Quarterly meeting, it was st ated that the Utilities invoiced amounts were based on the budget, which did not factor utility costs to operate the vaccination site into consideration.

Because the vaccination site is treated as an NFL sponsored event, these costs are not borne by the Stadium Authority based on the terms of the Stadium Lease Agreement. As the vaccination site was expected to operate for four to six months, the Stadium Authority requested that the portion estimated to be associated with the vaccination operations be credited back based on histor ical usage and per the leas e requirements regarding expenses for NFL sponsored events. The Lev i’s Stadium vaccination site was open for more than four months starting in February 2021 and closing in June 2021. No additional information was provided by the Stadium M anager and the Stadium Authority continues to pay half of the invoiced amount until documentation showing a credit for the vaccination site utility usage is produced. Utility costs are 31% of the budget for the year, or $495,500.

The current budget includes an additional $250,000 in the Transfers Ou t line item for a Board approved electrical maintenance and r epair services related to Levi’s Signage Repairs project. It also includes an estima ted $600,000 loss projected by the Stadium Manager for Non-NFL Events. The Stadium Manager invoiced the Stadium Authority $300,000 in estimated Non-NFL Events Expenses in the first quarter. The invoice is premature, and the Stadium Manager did not provide adequate supporting documentation for the estimated expenses so the Stadium Authority withheld payment s to this expense item as of the end of this quarter.

As of the end of second qua rter of FY 2021/22, the Stadium Manager issued approximately $3.5 million in Notices of Default to the Stadium Authority for the unpaid Non-Compensation Shared Stadium Manager expenses, SBL Sales & Service expenses, Utilities, Non-NFL Event ex penses and other G&A expense. The Notices of Default carries a 12% interest rate. The Stadium Manager invoiced a total of $59,900 in interests ($7,259 in first quarter and $52,650 in second quarter) for the outstanding Notices of Default at the end of September 30, 2021. These claims are currently in litigation.

Additional details are shown in Table 6.
12 13
12 Table 6
Santa Clara Stadium Authority
Operating Budget Status Report
For the Period Ending September 30, 2021 and 2020
Period Ending September 30, 2021 11 Period Ending September 30, 2020 Budget to Budget to
Final Q1 Q2 YID Actual Final YID Actual
Budget Actuals Actuals Actuals Difference % Received Budget Actuals Difference % Received Resources
Revenues
NFL Ticket Surcha rge $ 8,665 ,000 $ $ 2,651,40 1 $ 2,651 ,401 $ 6,013,599 31% $ 8,665 ,000 $ $ 8,665 ,000 0% SBL Proceed s 23,682 ,000 11,577,075 1 1,577,075 12,104,925 49% 24,213,000 7,182,413 17,030 ,587 30% Interest 56,000 4,659 4,934 9,593 46,407 17% 896,000 24,418 ,871 ,582 3% Non-NFL Event Revenue NA NA
Net Revenues from Non-NFL Events NA 1,500,000 1,500,000 0% Naming Rights 7,165,000 3,529,738 3,529,738 3,635 ,262 49% 6,957 ,000 3,426 ,930 3,530,070 49% Sponsorship Revenue (STR) 325,000 81,250 81 ,250 162,500 162 ,500 50% 392 ,000 162,500 .229,500 41% Rent 24,762,000 6,741,100 6,190,500 12,931 ,600 11,830,400 52% 24,762 ,000 12,381 ,000 12,381 ,000 50% Senior & Youth Program Fees 232 ,000 69,808 69,808 162,192 30% 230 ,000 230 ,000 0% Non-NFL Event Ticket Surcharge 150,000 150,000 0% 572 ,000 572,000 0% Bay Area Host Committee Reimbursement NA 727 (727) NA
Other Revenue NA NA
Revenues Subtotal $ 65,037,000 $ 6,827,009 $ 24,104,706 $ 30,931,715 $ 34,105,285 48% $ 68,187,000 $ 23,177,987 $ 45,•009,013 3 4% Total Resou rces $ 65,037,000 $ 6,827,009 $ 24,104,706 $ 30,931,715 $ 34,105,285 48% $ 68,187,000 $ 23,177,987 $ 45/009,013 34% Budget to Budget to
Final Q1 Q2 YID Actual Final YID Actual
Budget Actuals Actuals Actuals Difference % Used Budget Actuals Difference % Used Expenses
Shared Stadium Manager Expenses
Stadium Operations $ 1,681,393 $ 386,890 $ 640,618 $ 1,027 ,508 $ 653 ,885 61% $ $ $ NA Engineering 1,543,240 314,610 546,060 860,670 682 ,570 56% NA Guest Services 304 ,134 49,445 85,820 135,265 168,869 44% NA Groundskeeping 93,809 19,125 33,200 52,325 41 ,484 56% NA Secu rity 378,652 77,190 133,980 211,170 167 ,482 56% NA Procu rement 311,412 51 ,902 51,902 259 ,510 17% NA
Insurance 3,136,000 784,045 894 ,044 1,678 ,089 1,457 ,911 54% 3,045 ,000 1,522 ,500 1,522,500 50% Stadium Management Fee NA NA
Shared Stadium Mngr E xps Subtotal $ 7,448 ,640 $ 1,631,305 $ 2,385,624 $ 4,016,929 $ 3,431,711 54% $ 3,045,000 $ 1,522,500 $ 1,522 ,500 50% Other Expenses
SBL Sales and Service $ 3,448 ,000 $ 540,000 $ 720,000 $ 1,260 ,000 $ 2,188,000 37% $ 3,610,000 $ 808,000 $ 2,802,000 22% Senior & Youth Fees (paid to City) 232 ,000 93,264 93,264 138,736 40% 230 ,000 230 ,000 0% Non-NFL Event Expense 600 ,000 600,000 0% NA
Ground Rent (paid to City) 425 ,000 425 ,000 425 ,000 100% 390,000 390,000 100% Performance Rent (paid to City) NA 555,000 555,000 0%
Disc retionary Fund Expense 250 ,000 250,000 0% 250 ,000 .250,000 0% Utilities 1,586,000 370,500 125,000 495 ,500 1,090,500 31% 1,597 ,000 1,064 ,000 533,000 67% Use of StadCo Tenant Improvements 26,000 26,000 0% 73,000 73,000 0% Stadium Autho rity G&A 5,115,000 580,570 681 ,992 1,262 ,562 3,852 ,438 25% 4,581 ,000 1,160,448 3 ,420,552 25% Naming Rights Commission 88,000 44,122 44,122 43,878 50% 30,000 30,000 0% Legal Contingency 3,810 ,360 3,810,360 0% 9,231 ,000 9,.231,000 0% Other Expenses 388,000 1,353 1,353 386,647 0% 1,400 ,000 193,000 1,.207,000 14% College Football Playoff Expense NA 727 (727) NA
Transfe rs Out 41,512,000 13,716,691 13,716,691 27,795 ,309 33% 42,847 ,000 33,652 ,952 9,194,048 79% Contribution to Operating Reserve NA 348,000 348,000 0% Other Expenses Subtotal $ 57,480,360 $ 1,535,192 $ 15,763,300 $ 17,298,492 $ 40,181,868 30% $ 65,142,000 $ 37,269,126 $ 27,,872,87 4 57% Total Expenses $ 64,929,000 $ 3,166,497 $ 18,148,924 $ 21,315,421 $ 43,613,579 33% $ 68,187,000 $ 38,791,626 $ 29,395,374 57% Operat ing Reserve $ 9,693 ,657 $ 11,940 ,523 $ 11,593,270 $ 11,592 ,741 Discretionary Fund $ 2,327,832 $ 2,327 ,850 $ 2,302 ,075 $ 2,327 ,850 13 Debt Service Budget
The Stadium Authority’s FY 2021/22 debt ser
vice revenue budget of $483,000 represents
anticipated contributions from the Community Facilities Distr ict (CFD). The CFD levies and collects a special hotel tax on hotel room s within the CFD. All collections from the special CFD hotel taxes are contributed to Stadium Authority to pay down the CFD advance. The CFD Advance is payable solely from amounts actually received by the Stadium Authority from the CF D. During the first two quarters of the current fiscal year, $415,935 was contributed by the CFD. Transfers in from operating fund amounted to $13.7 million or 37% of budget.

Total Stadium Authority debt service expenses for the cu rrent reporting period were $21.3 million, 56% of the budgeted amount. The debt service expenses for the CFD Advance, the Term A Loan, and the StadCo Subordinated Loan were $847,573, $19.8 million, and $636,142, respectively.

On April 1, 2020, the Stadium Authority completed the Trust Excess Cash Flow funding instructions for fiscal year 2019-20 and provided it to FinanceCo and StadCo to complete the year end Trust Excess Cash Flow funding distribution per the Deposit and Disbursement Agreement. The Trust Excess Cash Flow instruction specifically excluded payments to the Revolving Loan of $6,300, 653 because the Stadium Authority did not recognize this as an expense due to t he fact that Managem entCo had improperly withdrawn funds under the Revo lving Loan without authorizati on and in violation of the Revolving Loan terms. StadCo did not follow the funding instructions and took the Excess Revenues from the distribution to pay off the Management Com pany Revolving Loan instead of leaving the monies in the trust bank account. The Stadium Authority was informed of this diversion in a letter dated April 27, 2020. On May 18, 2020, the Stadium Authority notified StadCo and the Trust that the diversion is in direct contravention of the Stadium Authority's instructions to the Trustee with regards to the use of Excess Revenue. Subsequently, the Stadium Authority has record ed a receivable from StadCo for $6,300,653 for the portion dive rted from the funding instruct ion. These claims are currently in litigation.

On March 31, 2021, the Stadium Authority completed the Trust Excess Cash Flow funding instructions for fiscal year 2020-21 and provided it to FinanceCo and StadCo to complete the year end Trust Excess Cash Flow funding distribution per the Deposit and Disbursement Agreement. The instruction requested for the Trust to pay the $5,796,711 minimum debt service amount due for the S ubordinate Loan. StadCo did not follow the funding instructions and took $2,167,689 from the distribution to pay off the Management Company Revolving Loan instead of paying down the Subordinated Loan debt service amount that the Stadium Authority instructed StadCo to pay. The Stadium Authority was informed of this diversion in a letter dated May 18, 2021. StadCo noted that the minimum debt service amount due wa s $3,629,022 because the loan amortization schedule was reset after a loan adjustment in March 2017. However, the Stadium Authority Board did not formally approve this revised loan amortization schedule. Subsequently, because we 14 dispute this diversion, the Stadium Authorit y has recorded a receivable from StadCo for $2,167,689 for the portion diverted from the funding instruction.

As of September 30, 2021, the total outstanding amount of Stadium Authority debt had declined to $282.8 million. This is a reduction in principal of $14.0 million from the March 31, 2021 outstanding debt amount of $296.8 million.

Additional details are shown in Tables 7 and 8 and Chart 1. 15 Table 7
Santa Clara Stadium Authority
Debt Service Budget Status Report
For the Period Ending September 30, 2021 and 2020
Period Ending Spetember 30, 2021 Period Ending September 30, 2020 Budget to Budget to
Final Q1 Q2 YTD Actual Final YTD Actual
Budget Actua ls Actua ls Actua ls Difference % Received Budget Actuals Difference % Received Resou rces
Revenu es
Contribution from CFO $ 483,000 $ 158,4 18 $ 257,517 $ 415,935 $ 67,065 86% $ 4,028,000 $ 144,650 $ 3,883,350 4% Revenues Subtotal $ 483,000 $ 158,418 $ 257,517 $ 415,935 $ 67,065 86% $ 4,028,000 $ 144,650 $ 3,883,350 4% Net Transfer s In from Operating 37,572,000 13,716 ,692 13,716,692 23,855,308 37% 39,265,000 32,493,678 6,771,322 83% Contribution from Fund Balance 17,479 ,851 (10,353,308) 7,126,543 (7,126,543) NA 2,265,006 (2,265,006) NA Total Resources $ 38,055,000 $ 17,638,270 $ 3,620,901 $ 21,259,171 $ 16,795,829 56% $ 43 ,293,000 $ 34,903,334 $ 8,389,666 81% Budget to Budget to
Final Q1 Q2 YTD Actua l Final YTD Actual
Budget Actua ls Actua ls Actua ls Difference % Used Budget Actuals Difference % Used Expenses
CFO Advance $ 483,000 $ 421,471 $ 426,102 $ 847,573 $ (364 ,573) 175% $ 3,989,000 $ 1,203,009 $ 2,785 ,991 30% Term A Loan 25,529,000 16,898,728 2,876,728 19,775,456 5,753 ,544 77% 25,562,000 19,458,006 6,103,994 76% StadCo Subordinated Loan 12,043,000 318,071 318,071 636,142 11,406,858 5% 13,742 ,000 14,242,318 (500 ,318) 104% Total Expenses $ 38,055,000 $ 17,638,270 $ 3,620,901 $ 21,259,171 $ 16,795,829 56% $ 43 ,293,000 $ 34,903,334 $ 8,389,666 81% Debt Service Reserve $ 11,536,235 $ 11,536,235 $ 11 ,536,235 $ 11,536,235 16 Chart 1

Type of lndebtedne •s:s
Stadium Funding Trust Loan:

Term A Loan
StadCo CPD Advance
StadGo Subordinated Loan
Total
$700
$600
$500
$400
$300
$200
$100
$-
Table 8
Santa Clara Stadium Authority
Debt Summary Report
For the Period Ending September 3-0, 2021
lnter,est Outstanding as of
Rat,es M!arch 31, 2021 Net Change•

5.00% $ 244 ,160,240 $ (14,022,000)

5.73% 29,502,893

5.50% 23 ,132,426,
$ 296,795,559 $ ,114,022,000}
Total Outstanding Debt (in millions)
$653.4
Outstanding as of
September 3,0, 2021
$ 230 ,138,240
29·,502,89•3
23,132,426
$ 232,773,559
Mar 2012 Mar 2013 Mar 2014 Mar 2015 Mar 2016 Mar 2017 Mar 2018 Mar 2019 Mar 2020 Mar 2021 Sep 2021 ■ Construction Loan ■ StadCo Agency Advance ■ Term B Loan ■ Term A Loan ■ StadCo CFO Advance ■ StadCo Subordinated Loan 17 Capital Improvement Project Budget
There were no projects completed during the second quarter of the fiscal year. However, progress has been made towards the follo wing construction and equipment CapEx projects:

 CCTV Pop Up Trailer
 Security X-Ray Scanners
 Financial Management Information System
 Vehicle Upfits for John Deere Gator
 Key Management system
 Surveillance – Command Center Equipment

The Stadium Authority’s FY2021/22 CIP budget of $14.6 million was adopted on March 23, 2021, and the Board s ubsequently approved budget amendment of $250 thousand for electrical maintenance and repair services related to Levi’s Signage Repairs project in September 2021.

A total of $417,185 has been spent in FY 2021/22, which amounts to 2.9% of the budget.

The main reasons that this is below budget are (1) there has been little activity on warranty work which makes up 10% of the CIP Budge t, and (2) a number of projects are behind schedule due to ManagementCo’s inability to demonstrat e compliance with State procurement and prevailing wage laws. As a re sult, capital projects have stalled. We continue to raise this issue with ManagementCo to ensure the Stadium Authority asset is maintained in a sufficient manner, and we believe that ManagementCo is working towards completing these duties for this fiscal year.

Additional details are shown below in Table 9.

18 Table 9
Santa Clara Stadium Authority
CIP Budget Status Report
For the Period Ending September 30, 2021 and 2020
Period Ending September 30, 2021 I I Period Ending September 30, 2020 Budget to Budget to
Final Q1 Q2 vm Actual Final vm Actual
Budget Actuals Actuals Actuals Difference % Received Budget Actuals Difference % Received Beginning Balances $ 19,438,420 $ 20,805,741 $ 20,779,512 $ 20,805,741 $ (1,367,321) $ 17,837,300 $ 17,010,611 $ 826,689 Resources
Transfers In from Operating Budget 3,940,000 3,940,000 0% 3,582,000 1,159,274 2,422,726 32% Transfers In from Stadium Manager NA NA
Total Resources $ 23,378,420 $ 20,805,741 $ 20,779,512 $ 20,805,741 $ 2,572,679 89% $ 21,419,300 $ 18,1 69,885 $ 3,249,415 84.8% Budget to Budget to
Final Q1 Q2 vm Actual Final vm Actual
Budget Actuals Actuals Actuals Difference % Used Budget Actuals Difference % Used Expenses
Construction 6,993,911 324,661 324,661 6,669,250 5% 4,725,327 17,497 4,707 ,830 0% Equipment 5,734,770 26,229 66,295 92,524 5,642,246 1.6% 6,460,557 11 6,791 6,343,766 2% Contingency 623,935 623,935 0% 559,296 559,296 0%
Stadium Warranty Related Construction 1,528,202 1,528,202 0% 1,528,202 1,528,202 0% Total Expenses $ 14,880,818 $ 26,229 $ 390,956 $ 417,185 $ 14,463,633 2.8% $ 13,273,382 $ 134,288 $ 13,139,094 1.0% Ending Balances $ 8,497,602 $ 20,779,512 $ 20,388,556 $ 20,388,556 $ 8,145,918 $ 18,035,597 19 City of Santa Clara Net General Fund Impact
During the current reporting period there was a total of $629,616 that was contributed to the General Fund as shown in Table 10. Th is section of the r eport also provides information on General Fund revenue and expenditure impacts resulting from the stadium.

Ground Rent 425,000$
Performance Rent -
Senior and Youth Fee 69,808
Tasman Lots Parking Fee 5,900
Sales Tax 128,908
Total Net General Fund Impact 629,616$
Table 10
City of Santa Clara
Net General Fund Impact
For Stadium Authority Fiscal Year to Date Ending September 30, 2021

Public Safety and Administrative Cost Reimbursement
As described in earlier sections of this report, costs incurred by the City on NFL and Non- NFL Events are tracked and billed to the Stadi um Manager. Public safety costs incurred in support of NFL and Non-NFL events occurring in FY2021/22 will be reimbursed in full to the City of Santa Clara.

In addition to public safety costs, administrat ive costs are also tracked and billed to the Stadium Authority. These include the cost of providing overall stadium management, financial, human resource, legal, and other services to the Stadium Authority. In the first half of FY 2021/22, a total of $695,257 of administrative costs were incurred by the General Fund, which have been reimbursed to the City.

Rents and Senior and Youth Fee
As noted above the City’s General Fund collected ground rent of $425,000. Additionally, Senior and Youth Fee generated $69,808, of which the entir e amount was forwarded to the City in support of senior and youth programs. Lastly, the Tasman Lots Parking Fee generated $5,900 for the City. See the Glossary for more information on these revenues and how they are calculated.

Other Revenue Impacts
General Fund sales tax, property tax, and transient occupancy tax (TOT) collections have benefited from the direct and indirect economic activity related to stadium events.

Food and beverage concession sales and merchandise sales at Levi’s ® Stadium are
taxable, resulting in sales tax revenue for t he City. The last two quarters of sales tax collections from Levi’s® Stadium transactions generated $128,908 for the City’s General Fund. In addition to the direct sellers at the Stadium, other businesses in Santa Clara are 20 benefiting from the influx of people coming to attend one or more events at Levi’s ® Stadium, resulting in potentially more sales tax collections for the General Fund.

In accordance with State Law, StadCo must pay possessory interest property tax based on their lease of Levi’s® Stadium from the Stadium Authority. This revenue is collected by the county and placed into the Redevelopm ent Property Tax Trust Fund (RPTTF).

Amounts remaining in the RPTTF after payi ng any enforceable obligations of the Successor Agency are distributed to taxing ent ities in the same proportion as secured property taxes. The City’s proportion is approximately 10%.

Many stadium events bring travelers to the region, resulting in hotel stays which generate TOT collections for the City’s General Fund. Although it is impossible to say exactly what portion of the City’s TOT collections is due to the stadium, it is clear that hotels both inside and outside the City have benefited, resulting in increases in TOT collections in Santa Clara and our neighboring cities.

21 Glossary
This section of the report prov ides details behind key terms that are used in the body of this report.

Discretionary Fund – The Amended and Restated Stadium Lease Agreement describes the Non-NFL Event ticket surcharge which is imposed by the Stadium Authority. All promotors or sponsors of ti cketed Non-NFL Events are requi red to collect a Non-NFL ticket surcharge of $4 per ticke t on behalf of the Stadium Author ity. One-ha lf of these proceeds are used to cover Stadium Author ity operating and maintenance costs. The other one-half of the proceeds are deposited in the Stadium Authority’s discretionary fund.

If at any time the discretionary fund balance exceeds $1 million, then in consultation with the Stadium Manager, the Stadium Authority will determine if provision has been made for replacement and improvement of capital improvements contemplated under the public safety plan. If not, then funds will be reserved in the discretionary fund for such purposes.

If adequate provision has been made for these items and the balance of the discretionary fund still exceeds $1 million, then up to hal f of the amount over $1 million can be transferred to the General Fund, in which event an equal amount will also be transferred from the discretionary fund to the Stadium Authority operating fund and will be included as revenue available to pay Stadium Authority expenses.

Ground Lease – The Ground Lease Agreement has an initial term of 40 years commencing on the date of substantial completion which was July 31, 2014. The amount of annual base ground rent that is payable by the Stadium Au thority to the City is noted in the chart below.

Net Non-NFL Event Revenue – Net Non-NFL Event revenue is remitted by ManagmentCo to the Stadium Authority on a yearly basis. This is done annually because the final reconciliation of the Non-NFL Event revenues and expenses does not occur until after the conclusion of each fiscal year.

Lease Year Fiscal Year
Annual Fixed
Ground Rent
1 2014/15 180,000 $
2 2015/16 215,000 $
3 2016/17 250,000 $
4 2017/18 285,000 $
5 2018/19 320,000 $
6 2019/20 355,000 $
7 2020/21 390,000 $
8 2021/22 425,000 $
9 2022/23 460,000 $
10 2023/24 495,000 $
11-15 2024/25 - 2028/29 1,000,000$
16-20 2029/30 - 2033/34 1,100,000$
21-25 2034/35 - 2038/39 1,200,000$
26-30 2039/40 - 2043/44 1,300,000$
31-35 2044/45 - 2048/49 1,400,000$
36-40 2049/50 - 2053/54 1,500,000$
22 Beginning with FY 2018/19, the Stadium Authorit y budgeted the Non-NFL Event activity at gross, budgeting for revenue and expenses separ ately. In the prio r fiscal years that activity was budgeted as a net amount.

NFL Ticket Surcharge – The Amended and Restated Non-Relocation Agreement states that the Team will collect a 10% NFL ticket surcharge on the price of admission to all NFL games on behalf of Stadium Authority.

Non-NFL Event Ticket Surcharge – The Stadium Lease Agreement requires that the promoter or sponsor of any Non-NFL Event collect a Non-NFL Event ticket surcharge of $4 per ticket. The Lease Agreement sets aside one-half of the Non-NFL ticket surcharge for stadium operating and maintenance costs and one-half for discretionary expenses of the Stadium Authority.

Offsite Parking Fees – Parking lot operators who wish to operate a parking lot for sports or entertainment venues are required to go through the City’s permitting process. If approved, per the City’s Municipal Fee Schedule, these operators remit an offsite parking fee for each car that is parked for sports or entertainment events. This fee is designed to recover the public safety costs associated with these permitted offsite parking lots.

Therefore, when invoicing for NFL or Non-NFL public safety costs for a particular event held at Levi’s® Stadium, the offsite parking fee that is collected for said event partly offsets the total public safety costs owed for that event. In the City’s FY 2021/22 (July 1, 2021 through June 30, 2022) the offsite parking fee is $5.91.

Performance-Based Rent – The Amended and Restated Stadium Lease Agreement and the Ground Lease Agreement both describe the performance-bas ed rent that is due to the City. (It is calculated as 50% of the net income from Non-NFL events less performance-based rent credits. The performance-based rent credits include 50% of the fixed ground rent for the current lease year.)

Public Safety Costs – For each NFL and Non-NFL Event held at Levi’s ® Stadium, a
public safety plan is developed and implemented. Multiple City departments provide staffing, materials, and supplies to support the public safety plan. Services are provided through a combination of City staff, contracts with other agencies (California Highway Patrol, County Sheriff’s Office, and City of Sunnyvale) and some vendor provided services.

The Amended and Restated Stadium Lease Agreement section 7.5 states that the tenant is responsible for reimbursing the City for the public safety costs attributed to NFL events at Levi’s
® Stadium. Additionally, Article 5 of the Stadium Management Agreement notes that the Stadium Manager is responsible for paying Non-NFL Event expenses on behalf of the Stadium Authority. T herefore, the cost of providing public safety services are tracked through the City’s financial system and invoices are sent to the Stadium Manager.

All of these costs are reimbursed to the City of Santa Clara.

23 Senior and Youth Program Fees – The Amended and Restated Stadium Lease Agreement requires that StadCo collect a S enior and Youth Program Fee of $0.35 per NFL ticket sold on behalf of the Stadium Aut hority. Per section 8.2 of the Ground Lease Agreement between the City and the Stadium Authority, the Stadium Authority remits this fee to the City as additional rent to support senior and youth programs in the City.

Stadium Management Fee – The Stadium Manager receives an annual base management fee to manage Levi’s® Stadium. The fee was $400,000 in the first lease year and increases by 3% annually as detailed in the table below. This annual base management fee is split 50/50 between StadCo and the Stadium Authority since the Stadium Manager manages the stadium year-round for both ent ities. In addition to the base management fee, the Stad ium Manager also receives a stadium marketing and booking fee (incentive fee) wh ich is based on a percentage of the amount that the net income from Non-NFL Events exceeds the marketing and booking fee benchmark. The marketing and booking fee benchm ark was $5 million in the first lease year and also increases by 3% annually as detailed in the table below. The annual stadium management fee for each of the first ten lease years are noted in the chart below.

Tasman Lots Parking Fees – The City collects a fee of $5 per space for all cars that are parked on the Tasman surface lots during NFL events.

Annua l Base Stadium Additional
Stadium Marketing and Net Income Stadium
Fiscal Lease Management Fee Booking Fee from Non-NFL Marketing and Total Stadium Year Year ( SCSA Share) Benchmark E vents Booking Fee Management Fee 2014/15 1 $ 200,000 $ 5,000,000 $ 5,207,553 $ 10,378 $ 210,378 2015/16 2 206,000 5,150,000 6,079,016 46,451 252,451
2016/17 3 212,180 5,304,500 5,316,894 620 212,800
2017/ 18 4 218,545 5,463,635 5,163,329 - 218,545
2018/19 5 225,102 5,627,544 18,591 - 225,102
2019/20 6 231,855 5,796 ,370 (2,74 1,014) - 231,855
2020/21 7 238,810 5,970,261 (476 ,960) - 238,810
2021/22 8 245,975 6,149,369
2022/23 9 253,354 6,333,850
2023/24 10 260,955 6,523,866
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-355 Agenda Date: 3/15/2022

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Report from the Stadium Authority Regarding Stadium Manager’s Request for Retroactive Approval for Incurred Charges Related to Silicon Valley and San Francisco Admin Awards Sponsorship and Silicon Valley Business Journal Email Blast

BOARD PILLAR
Ensure Compliance with Measure J and Manage Levi’s Stadium

BACKGROUND
Through the Stadium Management Agreement, the Forty Niners Stadium Management Company (Stadium Manager) manages and operates Levi’s Stadium on behalf of the Stadium Authority for Non -National Football League (Non-NFL) events, like concerts, sporting events, and non-ticketed events.

On behalf of the Stadium Authority, the Stadium Manager is responsible for the marketing and booking of Non-NFL events among other duties at Levi’s Stadium.

The Stadium Manager is requesting retroactive approval for the following Non-NFL events marketing activities:
· Authorization to incur $10,000 for a Silicon Valley and San Francisco Admin Awards sponsorship, which includes a seat on the Board of Directors, marketing opportunities through social media, email blasts and printed materials, and participation at the May 6, 2022 Silicon Valley Admin Awards and October 2022 San Francisco Admin Awards; and · Authorization to incur charges up to $5,100 for a March 1, 2022 email blast campaign in the Silicon Valley Business Journal (SVBJ) to advertise Levi’s Stadium for Non-NFL events.

Per the Stadium Manager, the cost for these activities will be charged to the Stadium Authority FY 2021/22 Non-NFL Events budget (Catered Events), Event Expenses/Advertising line item.

DISCUSSION
Staff reviewed the Stadium Manager’s request (see corresponding report #22-354) and found that the sponsorship and email campaign aligns with one of the three key initiatives (“Utilize Marketing Budget to Regenerate Active Event Pipeline”) the Stadium Manager identified in the Draft 2021 Non- NFL Events Marketing Plan (Marketing Plan). While the Draft 2021 Marketing Plan was not mutually agreed on between the Stadium Authority and Stadium Manager, it documents the Stadium Manager’s planned marketing efforts and priorities. In the Marketing Plan, the Stadium Manager stated that their sales team would prepare for “a return to in-person events by building out new packages, creating a strategic communications plan and reintroducing Levi’s Stadium to both local and national clients through a marketing campaign” and had planned on focusing their marketing budget on digital advertising, client/prospecting events, local and national sales conferences, and City of Santa Clara Printed on 3/11/2022Page 1 of 2
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22-355 Agenda Date: 3/15/2022
gifting. The sponsorship and email campaign are consistent with what is outlined in the Draft 2021 Marketing Plan. The Stadium Manager has submitted a 2022 Marketing Plan, which will be referred to for any FY 2022/23 Non-NFL events marketing requests.

Based on this review, staff recommends approval of the Stadium Manager’s retroactive request to incur charges for the sponsorship and email blast. The Stadium Authority will require full supporting documentation before respectively releasing public funds upon procurement. This requirement is consistent with the Stadium Authority Board’s March 27, 2019 direction to staff to stop payment of any additional invoices for services unless there is substantial documentation of services rendered which must also be in compliance with State law and City Code.

ENVIRONMENTAL REVIEW
The actions being considered do not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(a) as it has no potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment or pursuant to CEQA Guidelines section 15378(b)(4) in that it is a fiscal activity that does not involve any commitment to any specific project which may result in a potential significant impact on the environment.

FISCAL IMPACT
The Stadium Authority FY 2021/22 Non-NFL Events budget (Catered Events) contains $70,000 for Event Expenses/Advertising. There are sufficient funds to cover the Stadium Manager’s request to incur up to $15,100 for the two marketing activities.

COORDINATION
This report has been coordinated with the Chief Assistant City Attorney and Treasurer’s Office.

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

RECOMMENDATION

1. Approve the Stadium Manager’s retroactive request to incur $10,000 for the Silicon Valley and San Francisco Admin Awards sponsorship and authorize staff to approve and process the reimbursement of such costs upon receiving final invoices and supporting documentation from the Stadium Manager; and

2. Approve the Stadium Manager’s retroactive request to incur charges up to $5,100 for a March 1, 2022 email blast campaign in the Silicon Valley Business Journal for Non-NFL events advertising and authorize staff to approve and process the reimbursement of such costs upon receiving final invoices and supporting documentation from the Stadium Manager.

Prepared by: Christine Jung, Assistant to the Executive Director Reviewed by: Office of the Executive Director
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-303 Agenda Date: 3/15/2022

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on the Proposed Santa Clara Stadium Authority Fiscal Year 2022/23 Budget, Stadium Operation and Maintenance Plan, and 2022 Marketing Plan

BOARD PILLAR
Ensure Compliance with Measure J and Manage Levi’s Stadium

BACKGROUND
The Stadium Management Agreement (Management Agreement) defines the Stadium Operation and Maintenance Plan (SOMP) as the plan designed to achieve a safe and well maintained Stadium and shall include the standards for management and operation of the Stadium, including the required security, staffing, and other required elements of hosting Stadium Events. The Stadium Manager is responsible for preparing the SOMP annually and presenting it to the Stadium Authority, with the following items included:

1. Annual Shared Stadium Expenses Budget;

2. Annual Public Safety Budget;

3. Capital Expenditure Plan; and,

4. Marketing Plan.

Each year, the Stadium Authority staff prepares, in coordination with the Forty Niners Stadium Management Company (ManagementCo or Stadium Manager), the proposed Santa Clara Stadium Authority Operating, Debt Service, and Capital Budget for the Stadium Authority’s twelve month fiscal year (April 1 through March 31) in accordance with Article 4 “Records, Accounts, Budgets, and Reports” of the Management Agreement. The 2022/23 Proposed Budget, Annual Public Safety Budget and Marketing Plan are included as Attachment 1, Attachment 2, and Attachment 3 to this memorandum, respectively. The 2022/23 Proposed Budget was developed based on the Stadium Authority Budget Policy (Attachment 4) and the Stadium Authority Compliance and Management Policy (Attachment 5).

DISCUSSION
The Stadium Authority FY 2022/23 Budget includes key components such as the Stadium Operating Budget, which includes a breakdown of the Stadium Authority’s General and Administrative (G&A) costs; Shared Stadium Manager Expenses; Debt Service budget; and the Capital Budget. In addition, staff included a glossary of financial terms used to facilitate understanding of the types of revenues, expenses, debt, and capital expenses.

In accordance with Sections 4.5 through 4.8 of the Management Agreement, ManagementCo submitted the operating, capital, and debt budget for the FY 2022/23 Stadium Authority Budget. Staff City of Santa Clara Printed on 3/11/2022Page 1 of 7
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followed the approved budget development process outlined in the Stadium Authority Budget Policy in preparing the Proposed FY 2022/23 Stadium Authority Budget.

FY 2022/23 Budget Process
The goal of the budget development process is to allow the Budget to be presented to the Board and the public at one Public Hearing before its final consideration for approval. The following summarizes the timeline of the budget:
· October 2021: Stadium Authority staff worked with ManagementCo to discuss the annual budget plan which included the dates that ManagementCo would provide all necessary documents as required by the Stadium Lease and Stadium Management Agreement. During this dialogue, a calendar of deliverables was agreed upon. · January 2022: At least 45 days prior to the start of the fiscal year (January 31), ManagementCo provided annual documents as outlined in the Stadium Agreements, which were reviewed and/or used in the Budget Development Process:
o Stadium Operation and Management Plan (Source: Stadium Management Agreement) o Annual Shared Expenses Budget with Five Year Projection (Source: Stadium Management Agreement)
o Annual Stadium Authority Operations Budget (Source: Stadium Management Agreement)
o Annual Public Safety Budget (Source: Stadium Management Agreement) o Capital Expenditure Plan with Five-Year Projection (Source: Stadium Management Agreement)
o Marketing Plan (Source: Stadium Management Agreement) o Public Safety Document Updates (Source: Stadium Operations Agreement) · February 2022: Stadium Authority staff analyzed ManagementCo’s budget submission including but not limited to the number of full-time equivalents (FTEs) recommended and related personnel costs as well as non-personnel costs. The Stadium Authority submitted a series of questions to ManagementCo on February 9, 2022 and received responses on February 18, 2022 as detailed in Attachment 6. Separately, staff transmitted the Stadium Manager’s 2022 Marketing Plan and an independent consultant’s (Stone Planning LLC) Levi’s Stadium Marketing Plan Assessments report, and the consultant presented its findings to the Board at the February 22, 2022 meeting.

Key Highlights for the Stadium Authority’s FY 2022/23 Budget The Proposed Fiscal Year 2022/23 Operating, Debt Service, and Capital Budget is being presented under unusual circumstances.

During FY 2019/20, the Stadium Authority Board issued several Notices of Breaches and Default of the Management Agreement which prompted issuing a Notice of Termination and Default of the Management Agreement to ManagementCo. Regardless of how the termination issues are resolved, the Stadium Authority budget must include repayment of the debt, funding an operating budget and capital investment in the stadium. Work on the budget is not intended as a waiver or release of any issued notice, or any Stadium Authority rights and claims.

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22-303 Agenda Date: 3/15/2022
· Operating Budget
Revenues
The FY 2022/23 projected revenues of $68.8 million include $24.8 million in facility rent, $24.4 million in Stadium Builder License (SBL) revenue, $10.8 million in NFL ticket surcharge, $7.4 million in Naming Rights revenue, $250 thousand in Net Non-NFL Events revenues, and $1.2 million in other revenues.

Expenditures
The proposed Operating Budget totals $68.5 million and includes the Stadium Authority’s share of expenses covered under the Management Agreement in the amount of $3.2 million. This amount is well below the submission from ManagementCo of $12.5 million. On March 27, 2019, the Board took the following actions:
1) Directed the Executive Director and Stadium Authority Counsel to make available for City record all contracts (copies of contracts that the Stadium Authority to the Stadium Manager and ticketed/non-ticketed non-NFL events) by April 12, 2019, 2) Directed staff not to pay any additional invoices for services unless there is back up documentation of services rendered (contracts, invoices, bid documents, etc.) as well as being in compliance with State Law and City Code.

As such, the recommended budget of $3.2 million covers insurance costs only. It is anticipated that additional funding will be added (as budget amendments during the year) based on identified needs and actual activity, if proper backup documentation is received. There is $10.5 million set aside in a Legal Contingency to cover these potential costs during the year, and other costs for services currently the subject of litigation. Staff recommends that the Board delegate authority to the Office of the Executive Director or Treasurer to approve budget amendments that move funds from the Legal Contingency to Shared Expenses after the review of adequate documentation for costs. If approved, reports on fiscal activity would be disclosed in the quarterly financial reports issued by the Stadium Authority.

The Stadium Manager’s proposed shared expenses increased by $1.0 million as compared to the prior year’s submittal. This is due to an additional six (6) new fulltime positions being added to the budget and an increase in field replacement costs attributable to non-NFL activity. In addition to the previous five (5) positions that the Board approved in August 2021 for the Stadium Manager’s Other General and Administrative and Shared Expenses, the Stadium Manager is requesting for the following fulltime positions to support its operational needs: Stadium Operations & Logistics Coordinator, Procurement Contracts Administrator, Associate Counsel, Senior Counsel, Director of Engineering, and Guest Services Coordinator.

The budget also includes $4.2 million for the Stadium Authority’s administrative oversight of the Stadium. The General and Administrative (G&A) portion of the budget reflects expenses considered to provide a base level of service to implement the Board’s direction and oversight of the Stadium per the various authoritative agreements. These resources are necessary to respond City of Santa Clara Printed on 3/11/2022Page 3 of 7
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to ongoing litigation with ManagementCo, advance and support the Board’s directives, manage public records requests, and provide the required general oversight, accounting, and public safety and outreach efforts to mitigate impacts to neighborhoods and businesses resulting from events at the Stadium.

In addition, the proposed budget includes transfers out of $44.8 million described below, $3.4 million for SBL sales and services, $1.4 million for utilities, $460 thousand for ground rent to be paid to the City, $237 thousand in Senior and Youth Fees paid to the City, and $1.4 million in other costs.

The total transfer out of $44.8 million includes a $3.8 million transfer to the Capital Fund for future Stadium capital improvements and a $41.0 million transfer to the Debt Service Fund. · Debt Service Budget
The proposed FY 2022/23 Debt Service Budget of $43 million (principal of $29.5 million and interest of $13.5 million) is based on the required debt service payments and anticipated excess cash that can be used towards debt. Total outstanding debt is projected to decrease by $29.5 million from $279.0 million to $249.5 million.
· Capital Budget
The table below summarizes the FY 2022/23 Capital Budget.

It should be noted, the Capital Expense budget includes the Levi’s Naming Rights Signage Refurbishment Project totaling $1,260,000 which includes a 5% contingency, as recommended by the Stadium Manager. The Naming Rights Agreement Section 5(f) addresses division of responsibility for signage maintenance, repair and replacement, as follows:
“The SCSA shall be responsible for all costs and expenses associated with the initial design, construction, production, delivery or installation of signage and other physical advertising included in the Naming Rights Entitlements and for the cleaning, repairing and maintenance of all such signage; provided, Naming Rights Sponsor shall be entitled, at its sole cost and expense, to replace, update, change, refresh or refurbish any such initial signage at any time and from time to time…”.

Based on this language, it is the Stadium Authority’s position that the full signage replacement is the responsibility of the Naming Rights Sponsor. However, if the ongoing costs of repair exceed the costs of replacement, then further discussion is warranted to determine how the Stadium Authority should move the project forward in the most cost-effective way for the Stadium Authority.

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Stadium Warra11fy Related Construct iion
Carr Forwar d
Prior Year Appropriatio11s Carryover to
FY 2022/23
Proposed
Budget
$ milllions
$'9.4
$1.5
$10 .8
$211.7
22-303 Agenda Date: 3/15/2022
FY 2021/22 SOMP
In addition to the Annual Shared Stadium Expenses Budget, the Annual Public Safety Budget, the Capital Expense Plan, and the Marketing Plan, the SOMP contains a plan for the operation and maintenance of Levi’s Stadium. The Stadium Lease and Management Agreement requires the Stadium Manager to prepare the SOMP and present it annually to the Stadium Authority and StadCo for consideration and approval. At the time of writing this report, staff is reviewing this confidential document and will share the City and Stadium Authority’s comments with the Stadium Manager directly. The SOMP document is approved administratively. 2022 Marketing Plan
In past years, the Stadium Authority Board has acted on the Marketing Plan as part its consideration and adoption of the Stadium Authority Operating, Debt Service, and Capital Budget. As discussed under the budget timeline above, the Stadium Manager submitted a 2022 Marketing Plan, which was transmitted to the Board. As directed by the Board as part of its March 23, 2021 action on the 2021 Marketing Plan, staff hired an independent third-party consultant to review and assess the Marketing Plan.

Stone Planning LLC and its subcontractor, The Rooney Sports & Entertainment Group, reviewed, assessed, and evaluated the Draft 2020 and 2021 Marketing Plans and prepared the Levi’s Stadium Marketing Plan Assessments, and presented their findings to the Board on February 22, 2022. The Board noted and filed the consultant’s report and referred the report to the Stadium Manager for their response and accessibility to the consultant and to return back with an updated Marketing Plan. The consultant’s existing agreement however, doesn’t cover the additional scope of work and there are no remaining funds. A Board authorized amended agreement would be required before the consultant can provide these additional services.

As an amended agreement with Stone Planning is required and updating the Marketing Plan will require time, staff recommends noting and filing the Stadium Manager’s 2022 Marketing Plan; authorizing the Office of the Executive Director to execute an Amendment No. 1 with Stone Planning to add an additional $10,000 and with a scope of work to allow the Stadium Authority to request, on a time and materials basis, 1) the Contractor and/or subcontractor’s participation in meetings with Stadium Authority staff and Stadium Manager to discuss any areas of the assessment report, or 2) other work related to the assessment report; and requesting the Stadium Manager to return to the Board in four to six months with an updated Marketing Plan that incorporates recommendations in the consultant’s Levi’s Stadium Marketing Plan Assessments.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environment Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(a)(4) in that it is a fiscal activity that does not involve any commitment to any specific project which may result in a potential significant impact on the environment.

FISCAL IMPACT
The proposed Stadium Authority FY 2022/23 Budget includes $68.5 million for Operating (includes $44.8 million in transfers-out to Debt Service and Capital); $43.1 million for Debt Service (includes $2.1 million funded by the Community Facilities District); and $21.7 million for Capital (includes a City of Santa Clara Printed on 3/11/2022Page 5 of 7
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$12.3 million carryover from the prior year).

COORDINATION
This report has been coordinated with the Executive Director and Stadium Authority Counsel’s Offices.

PUBLIC CONTACT
On March 2, 2022, a notice of the public hearing was published in the Santa Clara Weekly.

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

ALTERNATIVES

1. Adopt the Santa Clara Stadium Authority Fiscal Year 2022/23 Operating, Debt Service, and Capital Budget;

2. Delegate authority to the Office of the Executive Director and Treasurer to approve budget amendments that move funds from the Legal Contingency to Shared Expenses after the review of adequate documentation for costs;

3. Direction to explore options for a more cost-effective way to address repairs to the Naming Rights Sponsor Sign;

4. Note and file the 2022 Marketing Plan, authorize the Office of the Executive Director to execute an Amendment No. 1 with Stone Planning to add an additional $10,000 and to allow the Stadium Authority to request, on a time and materials basis, 1) the Contractor and/or subcontractor’s participation in meetings with Stadium Authority staff and Stadium Manager to discuss any areas of the assessment report, or 2) other work related to the assessment report, and request the Stadium Manager to return back to the Board in four to six months with an updated Marketing Plan; or

5. Take any other action the Board deems appropriate.

RECOMMENDATION
Staff recommends Alternatives 1, 2, and 3:

1. Adopt the Santa Clara Stadium Authority Fiscal Year 2022/23 Operating, Debt Service, and Capital Budget;

2. Delegate authority to the Office of the Executive Director and Treasurer to approve budget amendments that move funds from Legal Contingency to Shared Expenses after the review of adequate documentation for costs;

3. Direct staff to explore options for a more cost-effective way to address repairs to the Naming Rights Sponsor Sign; and,

4. Note and file the 2022 Marketing Plan, authorize the Office of the Executive Director to execute an Amendment No. 1 with Stone Planning to add an additional $10,000 and to amend the agreement’s scope of work to allow the Stadium Authority to request, on a time and materials basis, 1) the Contractor and/or subcontractor’s participation in meetings with Stadium Authority staff and Stadium Manager to discuss any areas of the assessment report, or 2) other work related to the assessment report, and request the Stadium Manager to return to the Board in four to six City of Santa Clara Printed on 3/11/2022Page 6 of 7
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months with an updated Marketing Plan.

Reviewed by: Kenn Lee, Treasurer
Approved by: Office of the Executive Director

ATTACHMENTS

1. Proposed Santa Clara Stadium Authority Fiscal Year 2022-23 Operating, Debt Service, and Capital Budget

2. Annual Public Safety Budget

3. 2022 Marketing Plan

4. Stadium Authority Budget Policy

5. Stadium Authority Compliance and Management Policy

6. Stadium Authority Budget Submittal Questions and ManagementCo Responses to Questions City of Santa Clara Printed on 3/11/2022Page 7 of 7
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n June 8, 2010 the residents of Santa Clara voted to adopt Measure J, the Santa Clara Stadium Taxpayer Protection and Economic Progress Act, resulting in the approval to construct a new stadium to be leased by the San Francisco 49ers. Measure J called for the creation of the Santa Clara Stadium Authority (Stadium Authority) to own, develop, construct, operate, and maintain the Stadium. The Stadium Authority exists as a public body, separate and distinct from the City. The St adium Authority is structured so that the City is not liable for the debts or obligations of the Stadium Authority.

This budget and additional financial information on the Stadium Authority can be found at: “santaclaraca.gov/our-city/santa-clara- stadium-authority”.

PROPOSED

FISCAL YEAR
2022/23

OPERATING,
DEBT

SERVICE

AND CAPITAL
BUDGET
1500 Warburton Avenue
Santa Clara, CA 95050
Phone: (408) 615-2210
Website:
https://www.santaclaraca.gov/our
-city/santa-clara-stadium-
authority
Email: communications@
santaclaraca.gov
Santa Clara Stadium
Authority

2 Levi’s
® Stadium

3 Table of Contents

General Information ................................................................................................................. 4

Organizational Chart .......................................................................................................... ..... 6 NFL Event Highlights - Year in Review ................................................................................... 7 Non-NFL Event Highlights - Year in Review ............................................................................ 8 Stadium Authority Operating Budget ....................................................................................... 9 Stadium Authority Operating Budget Glossary .................................................................. 16 Stadium Manager Shared Expenses ..................................................................................... 22 Stadium Manager Shared Expenses Glossary .................................................................. 25 Stadium Debt Service Budget ............................................................................................... 27 Stadium Debt Service Budget Glossary ............................................................................. 30 Stadium Authority Capital Expense Budget ........................................................................... 31 Stadium Authority Work Plan ................................................................................................ 44

Santa Clara Stadium
Authority

4 Introduction
This Santa Clara Stadium Authority (“Stadium Authority”) Budget Report provides information covering the Proposed Fiscal Year 2022/23 Operating, Debt Service, and Capital Budget as well as comparative data from prior fiscal years. Estimated revenue and expense information (three quarters of actuals and one project ed quarter) included in this report for the FY 2021/22 is unaudited and, therefore, subject to change as a result of the annual audit conducted by an external and independent auditing firm.

This budget provides the necessary funding to adm inister the duties of t he Stadium Authority, including:

 Support for operating the Stadium for Non-NFL events through a management company;  Advancement of the FY 2022/23 Work Plan;
 Payment of debt service obligations; and,
 Maintenance of a five-year capital plan.

The Stadium Authority Board (“Board”) provides overall governance and oversight of this operational structure, with the use of Stadium Authority staff to support the Board’s efforts. Amongst other due diligence requirements to support these duties, the Board is also responsible for: setting policy; debt and fiscal management; ensuring implementation required to uphold core duties related to operations and capital projects; and oversight as necessary.

In addition to this report, the Stadium Authority produces annual financial statements within six months of the fiscal year-end (March 31
st). These financial statements are audited by an external auditing firm and presented to the Stadium Authority’s Audit Committee and Board. Once presented to the Board, the financial st atements are published on the Stadium Author ity’s web page. The FY 2021/22 audited financial statements will be pres ented to the Board by the end of September 2022.

The Stadium Authority is structured so that the City of Santa Clara (“City”) is not liable for the debts or obligations of the Stadium Authority.

All services provided by the City to th e Forty Niners Stadium Management Company LLC (ManagementCo or Stadium Manager) or the Stadium Authority are fully reimbursed. Types of services include the following:

 Administrative General Fund costs that are spent during operations are separately tracked using special account codes in the City’s fi nancial system and all such costs are billed for reimbursement.
 General Fund public safety costs for NFL and Non-NFL events are separately tracked and all such costs are billed for reimbursement.

GENERAL INFORMATION

5 Methodology
Information provided in this report was based in part on documentation submitted by ManagementCo on February 18, 2022. The Capital Budget included proposals by both the St adium Authority and Stadium Manager. Per Section 4.6 of the Management Agreement, ManagementCo is required to submit a budget 45 days prior to the start of the fiscal year.

This budget is presented in the context of ongoing litigation with ManagementCo. During FY 2019/20, the Stadium Authority issued to ManagementCo several Notices of Breaches and Default of the Management Agreement that ultimately resulted in issuing a Notice of Termination of the Management Agreement. At the March 27, 2019 Stadium Authority Board meet ing, arising from ManagementCo’s inappropriate use of public funds re lative to procurement practices, the Board directed staff to only release public funds to ManagementCo if all supporting documents have been submitted and adhere to legal agreem ents and State and local laws. Ou tside of that conditioning of payment, the Stadium Authority continues to pay for expenses that are appropriate: utilities, insurance and costs associated with Stadium Builder License (SBL) sales and services. In recognition of the fact that until these matters ar e resolved, the Stadium Authorit y budget must include repayment of debt, funding of some type for an operating budget, and capital investment in the stadium asset.

Proposed Budget in Brief
The Proposed Budget is presented on an accrual basis which provides increased transparency for projected revenues and expenses, with added detail about financial transfers.

The total Stadium Authority Operating Budget fo r FY 2022/23 is $68.8 million and represents an increase of $3.8 million, or 5.9%, compared to the prior fiscal year. To note, this figure does not include the gross revenues or expenditures that are generated from Non-NFL events.

A summary of key assumptions for the Proposed Budget include:

 General and Administrative expenditures in the amount of $4.2 million.  Legal Contingency of $10.5 million for Shared Stadium Manager Expenses ($9.0 million), Stadium Management Fee ($253 thousand), and NFL-SBL Buffet costs ($1.3 million).  Net Non-NFL events income of $250 thousand for FY 2022/23.  Proposed Capital Expenditures totaling $21.7 millio n including general building, security, furnishings and equipment, and public safety investments.  Total estimated Debt Service expenses of $43.0 million including debt related to the CFD ($2.0 million), Subordinate Loan ($15.5 million) and Term A Loan ($25.5 million).  No payment to the ManagementCo Revolving Loan.

6 The seven elected members of the City Council se rve as the governing Board of the Santa Clara Stadium Authority with the Mayor serving as Chairperson of the Authority.

In addition, City of Santa Clara staff serve as Officers of the Stadium Authority with the City Manager serving as the Executive Director.

ORGANIZATIONAL CHART
r
.Stadium Authorit y
Board
j
I

I I I I
• • · ■ •
.Stadium Authority Execut ive Director Secre tary Auditor Counse l ~ --' , ,
I
· ■
Treasu rer
....

7 NFL EVENT HIGHLIGHTS - YEAR IN REVIEW

The San Francisco 49ers played ten (10) regul ar season National Football League (“NFL”) games in FY 2021/22. Ticket sales resulted in about $9.8 milli on of NFL ticket surcharge revenue to Stadium Authority (based on the 10% NFL ticket surcharge on each ticket sold) and about $236 thousand of Senior and Youth Program Fees (based on $0.35 per NFL game ticket, with a maximum of $250 thousand) that are collected and forwarded to the City).

Operators who wish to operate a parking lot for sports or entertainment venues are required to secure approvals through the City’s permitting process. If approved, per the City’s Municipal Fee Schedule, these operators remit an offs ite parking fee for each car that is parked for sports or entertainment events. This fee was designed to recover the public safety costs associated with these permitted offsite parking lots. Therefore, when invoic ing for NFL or Non-NFL public safe ty costs for a particular event held at Levi’s® Stadium, the offsite parking f ee that is collected for such event partly offsets the total public safety costs owed for that event. In the City’s 2020/21 fiscal year (July 1, 2020 through June 30, 2021) the offsite parking fee was $5.91, and the fee amount did not increase in the City’s 2021/22 fiscal year due to the pandemic. There were no offsite parking fees collected in FY 2020/21, and offsite parking fees are projected at about $440 thousand in FY 2021/22.

NFL EVENT HIGHLIGHTS - YEAR IN REVIEW

8 NON -NFL EVENT HIGHLIGHTS - YEAR IN REVIEW

There were no Non-NFL events held at the Stadium in both FY 2020/21 and FY 2021/22 due to the cancellation or postponement of events as a resu lt of the COVID-19 pandem ic. For reference, the chart below shows the net Non-NFL revenue generated by the Stadium Authority in past years:

NON -NFL EVENT HIGHLIGHTS - YEAR IN REVIEW
-$4.0
-$3.0
-$2.0
-$1.0
$0.0
$1.0
$2.0
$3.0
$4.0
$5.0
$6.0
$7.0
Millions
Total Non-NFL Event Revenue

9 The FY 2022/23 Stadium Authority Budget covers the Stadium Authority’s twelve-month fiscal year which runs April 1, 2022 through March 31, 2023.

Key highlights for the Stadium Authority’s FY 2022/23 Operating Budget are as follows:

Revenues

 FY 2022/23 total projected revenues of $68.8 m illion include $24.8 millio n in facility rent, $24.4 million in SBL revenue, $10.8 million in NFL ticket surcharge, $7.4 million in naming rights revenue, and $1.4 million in other revenues.

Expenses

 The Operating Budget of $68.5 million includes funding for oper ating expenses of $23.7 million, including monies sufficient to reimbur se the City for its staff support and payments for ground rent, and Senior/Youth fees as well as funding for SBL sales and service, insurance, legal cont ingency, and other expenses. It also includes transfers out of $44.8 million.

As shown in the table above, $41.0 million will be transferred from the Operating Fund to the Debt Service Fund for principal and interest debt service payments. The remaining $3.8 million will be transferred from the Operating Fund to the Capital Fund for Stadium capital improvements.

 Shared Stadium Expenses total $3.2 million fo r insurance. This budget assumes that the continuation of conditioning of payments that was instructed in FY 2019/20 will be in effect until ManagementCo presents the required supporting documentation for the expenses. The remainder of funding requested by ManagementCo will be allocated in a Legal Contingency until that documentation is provided or resolution to the litigation is completed.

 Stadium Authority General & Administrative costs total $4.2 million , a decrease of $910 thousand when compared to the pr ior year budget of $5.1 million. This decrease is mainly due to decrease in Stadium Authority Legal Services, and these costs are described in detail on Page 14 of this report.

STADIUM AUTHORITY OPERATING BUDGET
Fund Transfers Out Transfers In
Operating $ 44,,785,,580 -
Debt Service - $ 40,'9'84 ,580
CIIIP - 3,801 000 , ,
i:ota
1 I $ 44,7,85,5810 $ 44,785,580

10 STADIUM AUTHORITY OPERATING BUDGET (CONT .)

Reserves

 The Operating Reserve is projected to have a balance of $12.3 million at the end of FY 2022/23 and the Discretionary Fund is projected to have a ba lance of $2.4 million. In addition, the Operations and Maintenance Rese rve totals $3.9 million and the Stadium Funding Trust Reserve totals $5.7 million.

 The Contingency Reserve totals $11.4 milli on and accounts for disputed shared expenses and Non-NFL events loss. For the disputed expens es, cash proceeds are transferred to the Stadium Authority and these funds are placed in reserve pending dispute resolution.

OPERATING REVENUES Rent - $24.8M, 36.0%
SBL Proceeds - $24.4M, 35.5%
NFL Ticket Surcharge - $10.8M, 15.7%
Naming Rights - $7.4M, 10.8%
Non-NFL Event Ticket Surcharge -
$0.5M, 0.7%
Sponsorship Revenue (STR) - $0.4M,

0.6%
Non-NFL Events Revenue - $0.3M, 0.4%
Senior & Youth Program Fees - $0.2M,

0.3%
$68.8 Million
■
■
■
■
■
■
■
■

11 STADIUM AUTHORITY OPERATING BUDGET (CONT .)

OPERATING EXPENSES
Transfers Out - $44.8M, 65.4%
Legal Contingency - $10.5M, 15.3%
Stadium Authority General &
Administrative - $4.2M, 6.1%
SBL Sales and Service - $2.1M, 3.1%
Shared Stadium Manager Expenses -
$3.2M, 4.7%
Utilities - $1.4M, 2.0%
Other Expenses - $0.8M, 1.0%
Ground Rent (paid to City) - $0.5M, 0.7%
Contribution to Operating Reserve -
$0.4M, 0.6%
Discretionary Fund Expense - $0.3M,

0.4%
Senior & Youth Program Fees (paid to
City) - $0.2M, 0.3%
Naming Rights - $0.1M, 0.2%
$68.5 Million
■
■
■
■
■
■
■
■
■
■
■
■

12 STADIUM AUTHORITY OPERATING BUDGET (CONT .)

Santa Clara Stadium Authority
Operating Budget Summary
2020/21 2020/21 2021/22 2021/22 2022/23
Final Year-end Adopted Projected Proposed
Budget Actuals Budget Actuals Budget
Beginning Fund Balance
Operating Reserve $ $ 11,255,088 $ 9,693 ,657 $ 11,602 ,870 $ 11 ,960 ,870 Discretionary Fund Reserve 2,327 ,850 2,327,850 2,327,850 2,327,850 Operations and Maintenance Reserve 995 ,380 4,770,763 5,076 ,581 Contingency Reserve 6,300 ,653 13,089 ,463 6,524 ,484 11 ,366 ,540 Stadium Funding Trust Reserve 3,263 ,000 3,263 ,000 5,579 ,272 4,583,726 Excess Revenue Distribution Reserve 23,226 ,551
Total Beginning Fund Balance $ $ 47,368,522 $ 28,373,970 $ 30,805,239 $ 35,315,567 Revenues
NFL Ticket Surcharge $ $ $ 8,665 ,000 $ 9,809 ,000 $ 10,822 ,000 SBL Proceeds 24,934 ,279 24,934 ,279 23,682 ,000 26,022 ,000 24 ,398,000 Interest 896 ,000 31,645 56,000 9,000 15,000
Non-NFL Events Revenue C1>
Net Revenues from Non-NFL Events C5> 250,000
Naming Rights 6,957 ,000 6,956 ,668 7,165,000 7,165,000 7,380,000 Sponsorship Revenue (STR) 392 ,000 325 ,000 325,000 325 ,000 405,000 Rent 17,333 ,400 17,333 ,400 24,762 ,000 24,762 ,000 24,762,000 Senior & Youth Program Fees 232,000 236,000 237,000
Non-NFL Events Ticket Surcharge 150,000 574,000
BAHC Reimbursement for CFP Expenses 727 727
other Revenue 26 ,430
Contribution from Fund Balance
Total Revenues $ 50,513,406 $ 49,608,149 $ 65,037,000 $ 68,328,000 $ 68,843,000 2020/21 2020/2 1 2021/22 2021/22 2022/23
Final Year-end Adopted Projected Proposed
Budget Actuals Budget Actuals Budget
Expenses
Shared Stadium Manager Expenses
Stadium Operations $ $ (851,589) $ 1,586,000 $ 1,463,490 $ Engineering 408 ,194 1,543 ,000 1,490,000
Guest Services (221,124) 243 ,000 254,000
Groundskeeping (121 ,267) 94,000 92,000
Security 102,175 379 ,000 313 ,000
Procurement 311 ,000 259,510
Insurance 3,045 ,000 3,098 ,982 3,136,000 3,136,000 3,230 ,000 Stadium Management Fee
Shared Stadium Manager Expenses Subtotal $ 3,045,000 $ 2,415,371 $ 7,292,000 $ 7,008,000 $ 3,230,000 Other Operating Expenses
SBL Sales and Service C2> $ 1,967,000 $ 913 ,471 $ 3,448,000 $ 1,697,919 $ 2,089 ,000 Senior & Youth Program Fees (paid to City) C2> 232 ,000 236,000 237 ,000 Non-NFL Events Expense C1 > 600 ,000 476 ,960
Net Loss from Non-NFL Events <5> 600 ,000 550 ,000
Ground Rent (paid to City) <3> 390 ,000 390 ,000 425 ,000 425,000 460,000 Perfor mance Rent (paid to Cityi 3>
Discretionary Fund Expense C4> 250 ,000 250 ,000
Utilities <2> 1,264 ,000 695 ,999 1,586,000 1,310,000 1,444,000 Use of StadCo Tenant Improvements <2> 26,000 3,000 48,000 Stadium Author ity General & Administrative <4> 3,581 ,000 2,792 ,128 2,590 ,000 1,938 ,629 2,905 ,000 Stadium Authority Legal Services C4> 2,525,000 1,140,068 1,300,000 Naming Rights Commission 30,000 29,782 88,000 88,000 91,000 Legal Contingency (7) 3,967 ,000 4,842 ,056 10,542 ,420 other Expenses 913,000 (73,476) 388 ,000 195,000 723 ,000 College Football Playoff Expense 727 727
Contribution to Operating Reserve <3> 348 ,000 347,782 358,000 358 ,000 369,000 Other Operating Expenses Subtotal $ 9,093,727 $ 5,573,373 $ 16,483 ,000 $ 12,783,672 $ 20,458 ,420 Total Expenses $ 12,138,727 $ 7,988,744 $ 23,775,000 $ 19,791,672 $ 23,688 ,420

13 STADIUM AUTHORITY OPERATING BUDGET (CONT .)

Santa Clara Stadium Authority
Operating Budget Summary (Cont.)
Transfers Out
Debt Service <3>
Management Revolving Loan (7)
Capital Expenditures
Total Transfers Out
Ending Fund Balance
Operating Reserve
Discretionary Fund
Operations and Maintenance Reserve
Contingency Reserve <3>
Stadium Funding Trust Reserve
Excess Revenue Distrib ution Reserve
Total Ending Fund Balance
$
$
$
$
2020/21
Final
Budget
34,792,679
3,582,000
38,374,679
2020/21
Year-end
Actuals
$ 46,134,278
8,468,342
3,547,378
$ 58,149 ,998
$ 11 ,602,870
2,327,850
4,770,763
6,524,484
5,579,272
$ 30,805,239
<1> FY2020/21 Non-NFL Events loss was paid in FY2021/22 after revi ew of supporting documentation. (2) Recommended by ManagementCo
<3> Amounts are based on payment schedule or calculated as instructed per relevant agreements <4> Recommended by Stadium Author ity staff
2021/22
Adopted
Budget
$ 37,214,000
3,690,000
$ 40 ,904,000
$ 10,051,657
2,152,850
175,000
13,089,463
3,263,000
$ 28,731,970
2021/22
Projected
Actuals
$ 41,566,000
2,460,000
$ 44,026,000
$ 11 ,960,870
2,327,850
5,076,581
11 ,366,540
4,583,726
$ 35,315,567
<5> Net Revenues from Non-NFL Events are provided by Man Co on a cash basis , and table above reflects accrual basis; Manco anticipating Non-NFL Events net profit to range from $250,000 to $1,750,000. <0> Net Loss from Non-NFL Events is provided by Manco on a cash basis, and table above reflects accrual basis . The Stadium Author ity paid FY2020/21 Non-NFL Events expenses and continued to withhold FY2021/22 Non-NFL Events loss pending revi ew of supporting documentation s. (7) Shared Stadium Manager Expenses that Manco draw from the Excess Revenues for the Management Revolving Loan. Management Co drew $6,300,653 for FY2019/20 Shared Expenses and $2,167,689 for FY2020/21 Shared Stadiu m Manager Expenses in FY2020/21 . <3> Reserve for disputed Shared Expenses, Non-NFL Events Losses and NFL-SBL Buffet costs for FY2020/21 ($6,524,484), and FY202 1/22 ($4,842,056) 2022/23
Proposed
Budget
$ 40,984,580
3,801 ,000
$ 44,785,580
$ 12,329,870
2,364,850
3,915,307
11 ,366,540
5,708 ,000
$ 35,684,567

14 STADIUM AUTHORITY OPERATING BUDGET (CONT .)

Stadium Authority Board Duties and Proposed General and Administrative Budget

The Board is a public entity responsible fo r governing the matters concerning Levi’s ® Stadium. As
such, the Board is responsible for setting policy direction, ensuring impl ementation of its policy direction and other due diligence requirements through Stadium Authority staff, and auditing/oversight of its policy implementation, as reasonable and necessary.

To accomplish Board direction, t he administrative budget totals $4.2 million, or 6.1%, of the Fiscal Year 2022/23 Proposed Stadium Author ity Operating Expense Budget of $68.5 million. With this budget, staff will support the Board with its oversight of Levi’s ® Stadium per the various agreements
with ManagementCo and Forty-Niners SC Stadium Company LLC (StadCo or Tenant) of the stadium, such as:

1. Uphold fiduciary responsibilities and debt obligations;

2. Maintain a productive and functional business relationship with the Tenant;

3. Develop Board policies as required for proper governance and transparency efforts concerning the Stadium Authority oversight efforts;

4. Continue the current comm unity engagement process to address and mitigate the public opinion research of the community impacts of Levi’s
® Stadium, with a focus on neighborhood response
and public service deployment improvements;

5. Continue the current noise monitoring program;

6. Implement public safety expert’s recommendations during events held at Levi’s® Stadium;

7. Develop and implement over sight initiatives consistent with public entity organizations.

Stadium Authority staff are responsible for the programmatic oversight and audit of Stadium activities.

As part of this budget, the oversight of stadium activities is allo cated primarily to the Executive Director, Stadium Authority Counsel, Auditor, Treasurer and various supporting professional staff.

As such, the Stadium Authority G&A expense budget of $4.2 million provides the financial means in which to fulfill the Board policy direction and stra tegic initiatives. A br eakdown of the Stadium Authority’s portion of the overall operating expense budget of $68.5 million is shown on the following page.

15 STADIUM AUTHORITY OPERATING BUDGET (CONT .)

Stadium Authority FY2022/23 G&A Proposed Budget
Excense Tvce Budaet Comments
Staff support $ 2,156,000 To support the Stadium Authority with its oversight duties of stadium activities Legal Services 1,300,000 As needed for outside legal services Audit Services 276,000 Financial and performance audits performed by external auditors Consultants
- Community Outreach 200,000 Community engagement efforts and/or Board initiatives consistent with the work plan - Wilson Ihrig: Noise Monitoring 50,000 Continued noise monitoring of Levi's Stadium Executive Director & Board Directives 150,000 Funding for unanticipated Board directives, Executive Director assignments, etc.

Administrative Services 44,000 Laserfiche Repository and contractor compliance monitoring services Other Expenses 20,000 Routine office expenses
Board Stipends 9,000 Stadium Authority meetings
Total $4,205,000
Stadium Author ity FY2022/23 General and Administrative Budget ■ Staff Support ■ Legal Services
■ Audit Services ■ Community Outreach
■ Noise Monitoring ■ Executive Directors and Board Directive s ■ Administrative Services ■ Other expenses
■ Board stipends

16 Accrual Basis Accounting: The method of recording revenues and expenses when they are incurred, regardless of when cash is exchanged.

Contribution to Operating Reserve: The contributions to the oper ating reserve are funded by means of excess revenues (see Excess Revenue below). ( Source: The Amended and Restated Stadium Lease Agreement)

Discretionary Fund Expense: This is funded by half of the Non-NFL ticket surcharge (see Non-NFL Event Ticket Surcharge on Page 18) and has been used to cover NFL public safety costs above the public safety cost threshold in the first three fiscal years of operation and other items at the Stadium Authority’s discretion.

Excess Revenue: If Stadium Authority revenue exceeds expenses for any lease year, such excess revenues shall be distributed as described in the t able below. This table reflects how the excess revenues were distributed in the 2019/20 fiscal year. ( Source: The Amended and Restated Stadium Lease Agreement)

STADIUM AUTHORITY OPERATING BUDGET GLOSSARY
50% ,of 2.0·22123 N,on- .20-.221.23
Pr,oj,ected Beg'inning NFL Event Ticket Discr,etionary Fund P r,ojected Ending Ba'lance Surcharg,e Expens,e Ba'lanoe
$ 2,327,850 $ 287,,000 $ 250,,000 $ 2,3'64,850
2019/20 Use of Excess Revenues
Amount
# Desc ription Funded Balance Notes
Excess Revenues at Year-e nd $ 21 ,604,182
1 Payment of Manco Revolving Loan $ (8,468,342) 13,135,840 Per Manco ; under dispute 2 Funding Operating Reserve up to $2 Million +3% annually - 13,135,840 Funding requirement met 3 Funding CapE.x Reserve an Additional $1 Million +3% annually (1 ,159,274) 11 ,976,566 Funding annual CapEx Reserve 4 Funding Operating Reserve up to $10 Million +3% annually (337 ,653) 11,638,913 Funding annual 3% requirement 5 Prepayment of StadCo Subordinated Loan (11 ,638,913) - Prepayment requi rement met 6 Funding Operating Reserve up to $20 Million +3% annually - - N/A 7 Funding Renovation/De molition Reserve up to $70 Million - - N/A 8 Available for Additional Disbursements as described in the Stadium Lease - - N/A

17 STADIUM AUTHORITY OPERATING BUDGET GLOSSARY
(CONT .)

Ground Rent: The City has agreed to lease the land under Levi’s ® Stadium to Stadium Authority for
an initial term of 40 years. The fixed ground rent schedule is noted below for the 40-year initial term. (Source: Ground Lease Agreement)

Insurance: ManagementCo procures insurance for Levi’s
® Stadium for the entire year and the cost
is split between Stadium Authority and StadCo (see Shared Stad ium Manager Expenses on Page 19). The stadium lease sets Stadium Authority’s share of insurance expense at $2,550,000 for the first lease year with each succeeding lease year ’s insurance expense increasing by 3%. ( Source:

Stadium Management Agreement & The Amended and Restated Lease Agreement)

Interest: This is interest earned from cash on hand.

Naming Rights: Levi Strauss & Co (Levi’s
®) pays an annual naming rights fee to Stadium Authority.

The annual fee increases by 3% each contract year through the 20-year term. This annual fee is paid in two equal semi-annual installments on or before March 1st and October 1st. (Source: Naming Rights Agreement)

The Naming Rights agreement with Levi’s
® requires the Stadium Authority to hold at least 36 “Major Events” (with 25,000+ attendees) every three contract years. Ho wever, the Second Amendment to the Stadium Management Agreement states that ManagementCo woul d pay the Stadium Authority as liquidated damages the amount owed by the Stadium Authority to Levi’s ®. ManagementCo has acknowledged responsibility for liquidated damages. During discussion between the Stadium Manager and Levi’s
®, it was determined based on the contract language that the first contract year began March 1, 2015. As of this report, the current number of Major Events held at Levi’s® Stadium was twelve (12) through the current three-year period. Based on these numbers, Levi’s® is expected

Lease
Year(s) Fiscal Year(s)
Annual Fixed
Ground Rent
1 2014-15 180,000$
2 2015-16 215,000$
3 2016-17 250,000$
4 2017-18 285,000$
5 2018-19 320,000$
6 2019-20 355,000$
7 2020-21 390,000$
8 2021-22 425,000$
9 2022-23 460,000$
10 2023-24 495,000$
11-15 2024-25 through 2028-29 1,000,000$
16-20 2029-30 through 2033-34 1,100,000$
21-25 2034-35 through 2038-39 1,200,000$
26-30 2039-40 through 2043-44 1,300,000$
31-35 2044-45 throu gh 2048-49 1,400,000$
36-40 2049-50 throu gh 2053-54 1,500,000$

18 STADIUM AUTHORITY OPERATING BUDGET GLOSSARY
(CONT .)

to receive a credit totaling $442,755 ($15,000 multiplied by the difference between 36 and the actual number of events held during the three-year period then multiplie d by an Annual Proportionate Increase). The below table reflects the number of major events from March 1, 2015 to date:

Net Revenues from Non-NFL Events : ManagementCo provides management services for Levi’s® Stadium year-round. As such ManagementCo is responsible for booking and scheduling all Non-NFL events on behalf of Stadium Author ity. ManagementCo is required by the agreement to maintain complete and accurate books and records relating to the net income from the Non-NFL events. Those records are reviewed by Stadium Authority staf f and/or outside consultant s and audited by an independent auditor. After the comp letion of the fiscal year, the net revenues are paid to Stadium Authority by ManagementCo. (Source: Stadium Management Agreement)

NFL Ticket Surcharge : The Forty Niners Football Company, LLC (the Team) collects a 10% NFL ticket surcharge on the price of admission to all NFL games occurring in Levi’s® Stadium on behalf of Stadium Authority. (Source: Amended and Restated Non-Relocation Agreement)

Non-NFL Event Expense: The gross expenses for Non-NFL events held at Levi’s ® Stadium.

Non-NFL Event Revenue: The gross receipts from Non-NFL events held at Levi’s ® Stadium.

Non-NFL Event Ticket Surcharge : Promoters or sponsors of any ticketed Non-NFL event that is held at Levi’s® Stadium are required to collect a $4 per ticket surcharge on behalf of Stadium Authority.

The one-half of this surcharge that is paid to Stadium Authority co vers general stadium operations and the other half funds the Stadium Authority Discretionary Fund. (Source: Amended and Restated Stadium Lease Agreement)

Other Expenses: Miscellaneous Stadium Authority expenses such as bank fees.

Other Revenue: Miscellaneous Stadium Authority revenues.

Performance Rent: Stadium Authority pays the City performance rent on top of the fixed ground rent.

The basic calculation for the performance-based rent is 50% of the net income from Non-NFL events for any given lease year less the sum of perfo rmance-based rent credits. The performance-based rent credits include 50% of the cu rrent year’s base ground rent, and other credits. The table below represents a projection of the 2021/22 and 2022/23 Fiscal Years performance rent. (Source: Ground Lease Agreement & Amended and Restated Stadium Lease Agreement) Nam'ing Riglilts A,gr,eem,ent Numbe·r ,of
Three-Y:ear Periods Major Events
March 1, .2015 to, Febru ary .28, .201 8 40
March 1, .201 8 to, Febru ary 28, 2021 1.2
March 1, .2021 to, Febru ary 28, .2024 0

19 STADIUM AUTHORITY OPERATING BUDGET GLOSSARY
(CONT .)

Rent: The facility rent was originally set at $24.5 million for StadCo to lease the stadium for their half of the year. As a result of the rent reset arbitration award in favor of Stadium Authority, the facility rent was reset to $24.8 million retro-active to the first lease year. The rent adjustment process is outlined in the Amended and Restat ed Stadium Lease. ( Source: Amended and Restated Stadium Lease Agreement)

Senior and Youth Program Fees: During the lease terms, StadCo collects a City of Santa Clara Senior and Youth program Fee on behalf of Stadium Authority. The fee is $0.35 per NFL game ticket up to a maximum of $250,000 per lease year. ( Source: Amended and Restated Stadium Lease Agreement)

Shared Stadium Manager Expenses : ManagementCo oversees the day-to-day operations of Levi’s® Stadium year-round. Since StadCo leases the stadium from Stadium Authority for half of each fiscal year, ManagementCo stadium manager expenses are shar ed between StadCo and Stadium Authority. Most Shared Stadium Manager Expenses are split 50/50 between StadCo and Stadium Authority; grounds-keeping is the exception with a 70/30 split, StadCo being responsible for the larger share. In addition, ManagementCo procures insurance for Levi’s® Stadium that is shared between Stadium Authority and StadCo (see Insurance on Page 17). ( Source: Stadium Management Agreement & The Amended and Restated Stadium Lease Agreement)

In FY 2019/20, the Stadium Authority Board instructed the conditioning of payments until ManagementCo presents the required supporting documentation for the expenses. The FY 2021/22 projection and FY 2022/23 assume the continuation of the conditioning of payments (excluding insurance
). The remainder of funding requested by ManagementCo will be allocated in a Legal Contingency until that documentation is provided or resolution to the litigation is completed.

Sponsorship Revenue (STR) : STR Marketplace, LLC (STR) established a secondary market website to facilitate the transfer and resale of SBLs. In exchange for the use of the Levi’s® Stadium trademarks and links on the websit e (hence the title Sponsorship Revenue), STR pays Stadium Authority a minimum annua l fee of $325,000 based on the commissions that are collected by STR.

In addition to the minimum annual fee, Stadium Auth ority also receives 50% of any commissions in excess of $650,000. (Source: SBL Website Marketing Agreement)

Fiscal Year 2021/22 Fiscal Year 2022/23
Performance Rent Calculation Projection Budget
Grollnd Rent
Net Non-NFL Event Revenue I Ex ense
50% of Net Non-NFIL Event Revenue {Expense)
Performance Rent Cre,clit 1 50% of Gro und Rent
Total Performance Rent • a id to bhe Oit. of Santai Olarai $,
$,
425,000 $,
550,000 $,
(275,000) $,
212,500 $,
0 $,
460,000
250,000
125,000
,230,000
0 20

STADIUM AUTHORITY OPERATING BUDGET GLOSSARY
(CONT .)

Stadium Authority General & Administrative : As an independent public entity, Stadium Authority incurs its own expenses in relation to Board gover nance, fiduciary responsibilities, oversight, and operations of Levi’s® Stadium. These include but are not limited to Stadium Authority staff time, due diligence requirements for proper fiscal and operat ional oversight, and various outside contractors and consultants who are hired to administer the necessary requirements for owning and operating Levi’s® Stadium. Also included are various administrative type cost s such as bank fees, phone charges, IT equipment maintenance, etc.

Stadium Builder License (SBL) Proceeds: SBL holders who are on a payment plan make annual payments. Additionally, some SBL holders make payments above and beyond their annual scheduled payment plan. T here are also sales of new SBLs and/or SBLs that were defaulted and resold. SBL cash collections from all of these sources make up SBL proceeds.

Stadium Builder License (SBL) Sales and Service: ManagementCo provides sales and service to SBL holders on behalf of Stadium Authority. This includes all SBL collecti on efforts and customer service support. (Source: Agreement for Stadium Builder License Sales & Fourth Amendment to the Stadium Management Agreement)

Stadium Management Fee: ManagementCo receives an annual base management fee to manage Levi’s® Stadium. The fee was $400,000 in the first l ease year and increases by 3% annually. This annual base management fee is sp lit 50/50 between StadCo and Stadium Authority since ManagementCo manages the stadium year-round for both entities. In addition to the base management fee, ManagementCo receives a stadium marketing and booking fee (incentive fee) which is based on a percentage of the amount that the net income from Non-NFL events exceeds the marketing and booking fee benchmark. The table below shows the first 10 years of the base management fee and the stadium marketing and booking fee benchmark. It also shows the first five years of net income from Non-NFL events and a projection of the sixth year as well as the applicable marketing and booking fee which was 5% of the net Non-NFL income over the benchmark. (Source:

The Stadium Management Agreement)

21 STADIUM AUTHORITY OPERATING BUDGET GLOSSARY
(CONT .)

Transfers Out : Transfers from the Stadium Authority Operating Fund to fund Debt Service and Capital Funds.

Utilities: StadCo leases the stadium from Stadium Author ity for six months of each fiscal year from August through January. StadCo is therefore responsible for the day-to-day utilities during that period.

Stadium Authority pays for the day-to-day utilities from February through July. Utilities associated with large ticketed Non-NFL events are charged as an expense to the event which is included in the Non- NFL events expense.

Use of StadCo Tenant Improvements: StadCo charges Stadium Authority for use of various StadCo tenant improvements (such as the use of the scoreboard) during Non-NFL events. (Source: Amended and Restated Lease Agreement)
Lease
Fiscal Year Year
2014/15 1
2015/16 2
2016/17 3
2017/18 4
2018/19 5
2019/20 6
2020/21 7
202112i1> 8
2022/23 9
2023/24 10
Annual Base
Stadium
Management Fee
( SC SA Share)
$ 200,000
$ 206 ,000
$ 212,180
$ 218,545
$ 225,102
$ 231,855
$ 238 ,810
$ 245 ,975
$ 253,354
$ 260,955
Stadium
Marketing and
Booking Fee
Benchmark
$ 5,000,000
$ 5,150,000
$ 5,304,500
$ 5,463 ,635
$ 5,627,544
$ 5,796 ,370
$ 5,970,261
$ 6,149,369
$ 6,333,850
$ 6,523,866
Actual/Projected Actual Stadium
Net Income from Marketing and Total Stadium
Non-NFL Events Booking Fee Management Fee
$ 5,207 ,553 $ 10,378 $ 210,378
$ 6,079,016 $ 46,451 $ 252,45 1
$ 5,316,894 $ 620 $ 212,800
$ 5,163,329 $ - $ 218,545
$ 18,591 $ - $ 225,102
$ (2,74 1,014) $ - $ 231,855
$ (476 ,960) $ - $ 238 ,810
$ (550 ,000) $ - $ 245,975
To be determined
C1> The Net Loss from Non-NFL Events for 2021/22 is a projection

22 The Stadium Management Agreement is between
the Stadium Author ity, StadCo and
ManagementCo and was entered into as of March
28, 2012. This agreement was developed to
provide the Stadium Authority with the expertise of
an outside manager to ov ersee the day-to-day
operations of Levi’s
® Stadium. Additionally, the
Amended and Restated Stadium Lease
Agreement between the St adium Authority and
StadCo was made and entered into as of June 19,
2013.

This agreement amended the original stadium
lease to set the initial rent, to allow StadCo to enter into agreements with alternative energy providers,
to cap Stadium Authority’s share of the insurance
costs at a fixed amount each year, and to require
Stadium Authority to fund various reserves.

Per the terms of the stadium lease, StadCo leases
the stadium from the Stadi um Authority for half of
each fiscal year and is responsible for the Stadium
Manager operating expenses during that period.

The Stadium Manager operating expenses for the
other half of the year are the responsibility of the
Stadium Authority. Sect ion 8.3.1 describes the
proportionate share of Stadium Manager
expenses that are owed by the Stadium Authority
and StadCo. Namely that most stadium manager
operating expenses are sp lit 50/50 with grounds-
keeping being the exception with a 70/30 split,
StadCo being responsible for the larger share.

ManagementCo procures insurance for Levi’s
®
Stadium for the entire year and the cost is shared
between Stadium Authority and StadCo.

Section 4.7 of the M anagement Agreement notes
that ManagementCo wil l provide an Annual
Shared Stadium Expense Budget to be adopted
annually by Stadium Authority and StadCo.

Once the budget has been adopted,
ManagementCo invoices Stadium Authority
monthly for its budgeted portion of shared
expenses which include stadium manager
operating expenses. As part of the year-end
work, the budgeted amounts that were paid
are to be trued up with actual expenditures.

STADIUM MANAGER SHARED EXPENSES

23 STADIUM MANAGER SHARED EXPENSES (C ONT .)

At the March 27, 2019 Stadium Authority Board meeting, the Board directed staff to withhold Stadium Manager Shared Expenses (Shared Expenses) until adequate support is provided to justify legitimate expenditures of the am ounts requested. Apart from that c onditioning of payment, the Stadium Authority continues to pay for utilities, insuranc e and costs associated with SBL sales and services.

Accordingly, the remaining budget for Shared Expenses along with the Stadium Management Fee is included in the Legal Contingency line item until adequate support is provided.

In
FY 2019/20 and FY 2020/21, ManagementCo iss ued itself the Managem ent Revolving Loan (Revolving Loan) to pay for the Shared Expens es in the Legal Contingency line item. The Stadium Authority continues to dispute the draws on the Revolving Loan as the draws by Stadium Manager on the Revolving Loan were never authorized by Stadium Authority in accordance with Section 2.2 of the Revolving Credit Agreement dated March 28, 2012 as amended and restated as of June 19, 2013, which provides:

Each of the Loans shall be made on at least two (2) Business Days’…written notice from the Stadium Authority to Management Co (eac h such writing, a “Borrowing Notice”) specifying the proposed date… and amount of such Loan.

The Stadium Authority never issued any Notice required by Section 2.2 to Stadium Manager authorizing draws from the Revolv ing Loan. In addition, Stadium Manager's unilateral issuance of debt violated the express condition precedents of the Revolving Credi t Agreement. Section 4.2, Conditions Precedent to All Loans, of the Amended and Restated Revolving Credit Agreement, provides:

ManagementCo’s obligation to make each Loan (including the initial Loan) shall be subject to the further conditions prec edent that on the dat e of such Loan:
….(ii) the Stadium Author ity does not and will not without the making of the Loan have adequate Available funds to pay Covered Stadium Operating Expenses…

Similarly, Section 2.1(a) limits the use of Revolving Credit Agreem ent when funds are not available:
" ….solely for the purpose of en abling the Stadium Authority to pay Covered Stadium Authority Operating Expenses to the extent (and only to the extent, including pursuant to the terms of the Authority Loan and any Author ity Takeout Financing(s), as applicab le) that Available Funds are not otherwise available therefor." Refer to the Debt Service Budget for more information on the Revolving Loan draw amount.

In FY 2019/20 and FY 2020/21, Stadium Manager charged Stadium Authority 3.25% interest rate on the amounts Stadium Manager unilaterally withdrew from the Revolving Loan. Starting in FY 2021/22, the Stadium Manager changed that practice, and instead issued breach of contract notices under the Management Agreement, and has been charging 12% interest rate for any unpaid balance. The issue of Shared Stadium Expenses, Revolv ing Loans, and the payment of thes e invoices are currently in litigation. As such, and based on the Board’s conditioning of payments, these costs are included in a Legal Contingency as part of this Proposed Budget.

24 STADIUM MANAGER SHARED EXPENSES (C ONT .)

Security
Stadium
Operations Engineering Guest Services Groundskeeping Total Total Compensation (2) 780,000$ 4,993,000 $ 3,444,000 $ 751,000 $ 306,000 $ 10,274,000$ Travel, Meals & Entertainment 16,000 224,000 5,000 33,000 7,000 285,000 Outside Services 2,234,000 1,755,000 1,455,000 13,000 1,191,000 6,648,000 General Supplies 47,000 41,000 1,000 120,000 129,000 338,000 Telephone 10,000 516,000 17,000 9,000 1,000 553,000 Equipment 107,000 108,000 37,000 86,000 21,000 359,000 Uniforms 16,000 - 8,000 98,000 3,000 125,000 Other 5,000 17,000 12,000 63,000 - 97,000 Subtotal 3,215,000 $ 7,654,000$ 4,979,000$ 1,173,000$ 1,658,000$ 18,679,000$ Security
Stadium
Operations Engineering Guest Services Groundskeeping Total Total Compensation -$ -$ -$ -$ -$ -$ Travel, Meals & Entertainment - - - - - - Outside Services - - - - - - General Supplies - - - - - - Tele
phone - - - - - - Equipment - - - - - - Uniforms - - - - - - Other - - - - - - Subtotal -$ -$ -$ -$ -$ -$ Insurance (3) 3,230,000
Management Fee (4) -
Total 3,230,000$
(2) Total compensation is based on a total of 52 full time equivalent positions.

Stadium Manager
2022/23 Total Shared Stadium Expenses
Between the Santa Clara Stadium Authority and Forty Niners SC Stadium Company (StadCo) Santa Clara Stadium Authority Proportionate Share of Stadium Expenses (1)(5) (1) The Santa Clara Stadium Authority proportionate share of stadium expenses is rounded to the nearest $1,000 in the operating budget. (3) The stadium lease sets Stadium Authority's share of insurance expense at $2,550,000 for the first lease year with each succeeding lease year's expense increasing 3%.
(4) The stadium management agreement sets the base management fee at $400,000 for the first lease year with each succeeding lease year's management fee increasing 3%. This base management fee is split 50/50 between Stadium Authority and StadCo. (5) Shared Stadium Expenses totals $3.2 million for insurance. This assumes that the continuation of conditioning of payments that was instructed in FY 2019/20 will be in effect until ManagementCo presents the required supporting documentation for the expenses. The remainder of funding requested by ManagementCo will be allocated in a Legal Contingency until that documentation is provided or resolution to the litigation is completed.

25 Total Compensation: This cost includes full-time staff (52 employees), part-time staff, and benefits.

Stadium Authority pays for 50% of these costs except for groundskeeping which is set at 30%.

 Full-time wages are costs for all management company full-time employees.

 Part-time wages are costs for all management company part-time employees. Wages include annual training for all Guest Services Representatives.

 Benefits are costs of employees’ health insurance, pension, vacation time, and all employer taxes.

Travel, Meals & Entertainment: These are costs for employee travel (airfare, ground, lodging, and meals) to stadium management conferences. In addition, this category includes costs for staff meals for general food and beverage, v endor engagement, and the year-end guest service employee appreciation banquet.

Outside Services: Costs for outside service providers, which include the following:

 Janitorial and Medical costs related to the janitorial, cleaning, landscaping, and trash services of the interior and exterior of the stadium and medical services for the stadium during regular business hours.

 Stadium Security costs for staffing 24/7 security guards in and around the stadium and explosive detection canines.

 Engineering & Maintenance for mandatory safety and general maintenance costs associated with fire sprinklers, fire alarms, elevators, and backflows. Also includes outside sub-contracted calls for services for windows, signage and roof repair, HVAC & electrical, carpet, concrete or other miscellaneous repairs.

General Supplies: Supplies for stadium operations, janitorial, engineering, and Guest Services (For example: janitorial supplies, general printing costs for stadium signage, deployment sheet, notes, handbooks etc.).

Telephone: These are costs for land lines and internet/data service for the stadium, (net of the costs for the Team’s business offices), and cell service for stadium operations’ and security personnel.

Equipment: Costs associated with stadium operations and security software, including incident tracking, mobile safety application, stadium staff scheduling/event calendar software, video surveillance licensing software, X-ray machine rental for deliveries, and monthly cost for off-site equipment storage.

STADIUM MANAGER SHARED EXPENSES GLOSSARY

26 STADIUM MANAGER SHARED EXPENSES GLOSSARY (CONT .)

Uniforms: Guest Services replacement and replenishment of uniforms.

Other Costs: Costs associated with Stadium Operations (For example: specialized training, command post, CPR first aid, background checks, recr uiting, marketing/advertising, and employee retention program).

Tenant Improvements: Interior improvements within Tenant's exclusive facilities and any other improvements within the Stadium that are to be owned by, and constructed at the cost of, Tenant or any Tenant transferee as may be agreed by the Partie s (Stadium Authority and StadCo). (Source:

Stadium Lease Agreement).

Stadium Manager
Santa Clara Stadium Authority Proportionate Share of Stadium Expenses - Five Year Forecast
2023/24 2024/25 2025/26 2026/27 2027/28
Total Compensation $ 5,228,222 $ 5,385,069 $ 5,546,619 $ 5,7 13,018 $ 5,884,409 Travel, Meals & Entertainment 145,171 1 49,526 154,012 158,633 163,392 Outside Services 3,178,561 3,273,918 3 ,372,136 3,473,300 3,577,499 General Supplies 147,76 1 1 52,194 156,760 161,462 166,306 Telephone 283,973 292,492 301,267 310,305 319,614
Equipment 180,861 1 86,287 191,876 197,632 203,561
Uniforms 63,492 65,397 67,359 69,380 71,461
Other 70,201 72,307 74,476 76,7 11 79,012
Total $ 9,298,242 $ 9,577,190 $ 9,864,505 $10,160,441 $10,465,254 Insurance C1> 3,327,172 3,426,987 3,529,796 3,635,690 3,744 ,761 Management Fee C2l 260,955 268,783 276,847 285,152 293,707 Tota.I $1 2,886,369 $13,272,960 $13,671,148 $14,081,283 $14,503,722 C1>The stadium lease sets SCSA's share of insurance expense at $2,550,000 for the first lease year with each succeed ing lease year's expense increasing 3%
C2>The stadium management agreeme nt sets the base management fee at $400,000 for the first lease year with each succeed ing lease year's management fee increas ing 3% This base management fee is split 50/50 between SCSA and StadCo.

27 Debt Service Payment : The FY 2022/23 Debt Service Budget of $43.0 million is based on the required and additional principal and interest debt service payments. A glossary is included at the end of this section that describes the type of debt and the applicable source documents for each loan. Of the $43.0 million budget, $2. 0 million represents anti cipated contributions from the Community Facilities District (CFD). The total Debt Service Reserves are projected at $24.2 million.

The schedule on page 29 provides a breakdown of th e principal and interest payments budgeted in FY 2022/23 for each loan as well as the beginning and ending balances. The total outstanding debt is projected to decrease by $29.5 million in FY 2022/23 from $279.0 million to $249.5 million.

2020/21 2020/21 2021/22 2021/22 2022/23
Final Year-end Adopted Projected Proposed
Budget Actuals Budget Actuals Budget
Beginning Fund Balance
Required Debt Service Reserve -$ 11,536,235$ 11,536,235$ 11,536,235$ 11,536,235$ Debt Service Reserve - 12,111,334 11,168,171 12,111,334 12,532,334 Total Beginning Fund Balance -$ 23,647,569$ 22,704,406$ 23,647,569$ 24,068,569$ Revenues
Contribution from CFD 4,028,000$ 282,021$ 483,000$ 1,240,000$ 2,124,000$ Revenues Subtotal 4,028,000 282,021 483,000 1,240,000 2,124,000 Transfers In from Operating 39,265,000 44,481,017 37,572,000 41,566,000 40,984,580 Total Resources 43,293,000$ 44,763,038$ 38,055,000$ 42,806,000$ 43,108,580$ 2020/21 2020/21 2021/22 2021/22 2022/23
Final Year-end Adopted Projected Proposed
Budget Actuals Budget Actuals Budget
Expenses
CFD Advance 3,989,000$ 2,015,931$ 483,000$ 819,000$ 2,042,000$ Term A Loan 25,562,000 25,562,012 25,529,000 25,528,912 25,494,000 StadCo Subordinated Loan 13,742,000 8,716,753 12,043,000 16,037,088 15,490,580 Management Revolving Loan (1) - 8,468,342 - - - Total Expenses 43,293,000 $ 44,763,038 $ 38,055,000 $ 42,385,000 $ 43,026,580 $ Ending Fund Balance
Required Debt Service Reserve -$ 11,536,235$ 11,536,235 $ 11,536,235 $ 11,536,235 $ Debt Service Reserve - 12,111,334 11,168,171 12,532,334 12,614,334 Total Ending Fund Balance - $ 23,647,569$ 22,704,406 $ 24,068,569 $ 24,150,569 $ (1) Payment redirected by StadCo to pay down Revolving Loan for FY 2019/20 ($6.3 million) and a portion of FY 2020/21 ($2.2 million) actual amount.

FY 2020/21 actual amount was updated to reflect one additional final payment that StadCo redirected.

Santa Clara Stadium Authority
Debt Service Budget Summary

STADIUM DEBT SERVICE BUDGET

28 Management Revolving Loan : It should be noted t hat on April 1, 2020, the Stadium Authority completed the Trust Excess Cash Flow funding in structions for FY 2019/20 and provided it to FinanceCo and StadCo to complete the year end Trust Excess Cash Flow funding distribution per the Deposit and Disbursement Agreement. The Trust Excess Cash Flow instruction specifically excluded payments to the Revolving Loan of $6,300,653 because the Stadium Authority did not recognize this as an expense due to the fact that ManagementCo had im properly withdrawn funds under the Revolving Loan without author ization and in violation of the Re volving Loan terms. StadCo did not follow the funding instructions and took the Excess Revenues from the distribution to pay off the Revolving Loan instead of leaving the monies in the trust bank a ccount. The Stadium Authority was informed of this diversion in a letter dated Apr il 27, 2020. On May 18, 2020, the Stadium Authority notified StadCo and the Trust that the diversion is in direct cont ravention of the Stadium Authority's instructions to the Trustee wit h regards to the use of Excess Revenue. Subsequently, the Stadium Authority has recorded a receiv able from StadCo for $6,300,653 for the portion diverted from the funding instruction. These claims are currently in litigation.

On March 31, 2021, the Stadium Authority completed the Trust Excess Cash Flow funding instructions for FY 2020/21 and provided it to FinanceCo and St adCo to complete the year end Trust Excess Cash Flow funding distribution per the Deposit and Disbursement Agreement. The instruction requested for the Trust to pay the $5,796,711 minimum debt service amount due for the Subordinate Loan in FY 2020/21. StadCo did not fo llow the funding instructions and took $2,167,689 from the distribution to pay off the Revolving Loan instead of paying down the Subordinated Loan debt service amount that the Stadium Authority instructed StadCo to pay. The Stadium Authority was informed of this diversion in a letter dated May 18, 2021. St adCo noted that the mini mum debt service amount due was $3,629,022 because the loan amortization sc hedule was reset after a loan adjustment in March 2017. However, the Stadium Authority Board did not formally approve this revised loan amortization schedule. Subsequently, because we dispute this diversion, the Stadium Authority has recorded a receivable from StadCo for $2,167,689 for the portion diverted from the funding instruction.

STADIUM DEBT SERVICE BUDGET (CONT .)

29 2022/23 2022/23 2022/23 2022/23
Debt Interest 2022/23 Beginning Principal Additional Ending Obligations rates Interest Balance Payments Payments(1) Balance Stadium Funding Trust Term A Loan 5.00% 10,771,000$ 230,138,000$ (14,723,000)$ - $ 215,415,000$ StadCo CFD Advance(2) 5.73% 1,735,000 30,375,000 (307,000) - 30,068,000 StadCo Subordinated Loan 5.50% 1,016,000 18,477,000 (4,911,000) (9,563,580) 4,002,420 Total 13,522,000$ 278,990,000$ (19,941,000)$ (9,563,580)$ 249,485,420$ (1)Additional payment is based on anticipated revenue that is in excess of all expenses and reserve requirements.

Santa Clara Stadium Authority
Debt Service Payment Schedule
(2)Community Facilities District (CFD) principal payment is an estimate based on anticipated contributions from the CFD.

Any increase in principal for the year is due to adding unpaid interest to the principal.

STADIUM DEBT SERVICE BUDGET (CONT .)
$700
$600
$500
$400
$300
$200
$100
$-
Total Outstanding Debt (in millions)
$653.4
March March March March March March March March March March March March 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 (forecast) (forecast)
■ Construction Loan ■ StadCo Agency Advance ■ Term B Loan ■ Term A Loan ■ StadCo CFO Advance ■ StadCo Subordinated Loan

30 Contribution from the Community Facilities District (CFD) : The CFD was established for the purpose of financing and constructing publicly owned facilities. To s upport that, the CFD levies and collects a special hotel tax of 2% on hotel rooms within the CFD. During the construction of Levi’s® Stadium, Stadium Authority spent $35 million on CFD infrastructure. A ll collections from the special CFD hotel taxes are contributed to Stadium Authority to pay down the CFD Advance which was used to fund the construction of the CFD publicly owned facilities. (Source: The Reimbursement Agreement Relating to the CFD)

CFD Advance: StadCo agreed to loan Stadium Authority a not to exceed amount of $35 million for CFD infrastructure and with a maximum principal amount of $38 million including capitalized interest.

This loan bears interest at a fixed rate of 5.73% and the loan is payable solely from amounts actually received by Stadium Authority from the CFD. (Source: The Authority Promissory Note in Respect of StadCo CFD Advance)

Term A Loan: The Stadium Funding Trust (FinCo) agreed to loan Stadium Authority $282.8 million to fund construction of Levi’s ® Stadium. This loan bears interest at a fixed rate of 5% payable semi-annually, with annual principal payments due beginning in April 2018. It has a maturity date in 2039 and is subject to certain prepayment premiums. The principal payment schedule is noted below. (Source: The Restated Credit Agreement)

StadCo Subordinated Loan : StadCo agreed to loan Stadium Authority an am ount not to exceed $500 million to fund construction of Levi’s ® Stadium. The actual am ount loaned to the Stadium Authority was $236.9 million. This loan bears a fixed interest rate of 5.5% with annual principal payments due beginning in March 2016 and it may be prepaid at any time without penalties. (Source:

The Restated StadCo Obligations Agreement)

Date
Annual Principal
Payment Date
Annual Principal
Payment Date
Annual Principal
Payment
April 1, 2018 12,110,000$ April 1, 2026 8,404,934 $ April 1, 2033 13,306,164 $ April 1, 2019 12,718,000$ April 1, 2027 9,001,865 $ April 1, 2034 14,160,901 $ April 1, 2020 13,354,000$ April 1, 2028 9,630,410 $ April 1, 2035 15,060,270 $ April 1, 2021 14,022,000$ April 1, 2029 10,292,166 $ April 1, 2036 16,006,521 $ April 1, 2022 14,723,000$ April 1, 2030 10,988,812 $ April 1, 2037 17,002,017 $ April 1, 2023 15,459,000$ April 1, 2031 11,722,111 $ April 1, 2038 18,049,239 $ April 1, 2024 7,299,896$ April 1, 2032 12,493,914 $ April 1, 2039 19,150,794 $ April 1, 2025 7,838,094$
Term A Loan Amortization

STADIUM DEBT SERVICE BUDGET GLOSSARY

31 The Capital Expense (CapEx) Budget is used to fund the purchase or upgrade of fixed assets for the Stadium. While the funding for appropriations occur on an annual basis, the Capital Expense Plan extends for a five-year period (shown on Page 43 of this report). Changes to existing projects, as well as the addition of new projects, may occur during the five-year pl anning period as new needs are identified. The appropriations for capital projects do not lapse at y ear-end but carryover into future years until the project is complete.

The FY 2022/23 CapEx Budget totals $22.0 million . Of this total, $12.3 million of prior year appropriations are projected to be carried over from FY 2021/22 ($1.5 m illion of the projected carryover amount is for warranty-related constructi on, and the other $10.8 mill ion is for prior year CapEx projects). New capital improvement appropriations equal $9.7 million.

A detailed listing of proposed FY 2022/23 projects is provided starting on Page 33 of this report.

Stadium Authority is submitting it as transmitted by the Stadium Manager.

STADIUM AUTHORITY CAPITAL EXPENSE BUDGET

32 2020/21 2020/21 2021/22 2021/ 22 2022/23 2022/23 2022/23 Total
Final Year-end Adopted Projected Projected Proposed Proposed Budget Actuals Budget Actuals Carryover Budget Budget
Beginning Balances 17,837,300 $ 17,010,611 $ 19,438,420 $ 20,805,741 $ 22,103,296 $ 22,103,296 $ Resources
3,582,000 4,741,431 3,690,000 3,689,622 - 3,800,310 3,800,310 - - - - - - - Total Resources 21,419,300 $ 21,752,042 $ 23,128,420 $ 24,495,363 $ 22,103,296 $ 3,800,310 $ 25,903,606 $ 2020/21 2020/21 2021/22 2021/ 22 2022/23 2022/23 2022/23 Total
Final Year-end Adopted Projected Projected Proposed Proposed Budget Actuals(2) Budget Actuals Carryover(3)
Budget Budget
Expenses
Construction 4,725,327 235,542 6,743,911 1,666,921 5,017,189 7,682,000 12,699,189 Equipment 6,460,557 710,759 5,734,770 725,146 5,286,252 1,269,426 6,555,678 Contingency 559,296 - 623,935 - 515,172 447,571 962,743 Stadium Warranty Related Construction 1,528,202 - 1,528,202 - 1,528,202 - 1,528,202 Total Expenses 13,273,382$ 946,301$ 14,630,818$ 2,392,067$ 12,346,815$ 9,398,997$ 21,745,812$ 8,145,918$ 20,805,741$ 8,497,602$ 22,103,296$ 9,756,481$ 4,157,794$ (1) Reimbursement from Stadium Manager
(2) Actuals exclude some project payments withheld due to the ManagementCo not following State procurement and prevailing wage laws.

Santa Clara Stadium Authority
Capital Expense Budget Summary
Transfers In from Operating
Transfers In from Stadium Manager (1)
Capital Expense Reserve
STADIUM AUTHORITY CAPITAL EXPENSE BUDGET (C ONT ’D )

33 Item Type
Electrical
Electrical
General Building
General Building
General Building
General Building
Santa Clara Stadium Authority
2022/23 CapEx Budget
SC SA Description
R,equested
Distribution - High Voltage (Primary Main Switch Gear Transformer , $ Battery & 12KV Main Circuit Breakers )
The project replaces a bad Control Power Transformer (CPT) on the Primary Main Switch Gear (PMSG) The faulty CPT was identified during preventative maintenance, inspect ion and testing of the PMSG earlier this year. The project will replace 1he current CPT, CPT drawer and CPT drawer r ails with new like-in-kind equipment. Additiona lly , the switch gear inspection and testing identified that the PMSG, Primary Switch Gear A (PSGA)and Primary Switch Gear B (PSGB) are in need of replacement This project will replace the current batteries with new like-in-kind batteries , which were origina l from the time of construction. Finally , the electrica l testing company and contractor recommended purchas ing two custom 12KV main circuit breakers which will be maintained as spare stock and can be used in either the PMSG, PSGA or PSGB in the event of a future breaker failure. The lead time for the 12KV breakers can be as long as 12-16 weeks. Purchasing these spare 12KV breakers as spare stock ensures that the stadium can quickly recover in the event of a breaker failure to PMSG equipment, which is critical to the operation of the stadium.

Distribution - High Voltage (12KV Electrical Power Study, Assessment and Replacement at Primary Switch Gear at Quadrant Substations)
The project will test, inspect and assess primary electrical 12KV switchgear equipment located in, or associated with, the four stadium quadrant electric al substations. The assessment will provide a report and recommendation for necessary replacement and modific ations necessary to maintain full and safe electrical operation at the stadium. The project includes an allowance for any necessa ry replacements and / or enhancements identified during the assessment. Replacements and / or modification s are dependent upon the results of the assessment Additiona lly, the project will establish a baseline for this electrical equipment and may determine the need and frequency of future test and inspection of electrical equipment
Levi's Naming Rights Signage Refurbishment
The project refurbishes the current four (4) Levi's Naming Rights signs located above the North and South Scoreboards , west side of the suite tower , and on the east side of the grandstands. The current signs continue to experience lighting failures despite repeated attempts to repa ir the signs.

Levi's Naming Rights Existing Signage Lighting and Driver Repair The project repairs lights and drivers in the current four (4) Levi's Naming Rights signs localed above the North and South Scoreboa rds, west side of the suite tower , and on the east side of the grandstands The current signs continue to experience lighting failures , despite the emergency repair in 2021. The project will repair LED lights and drivers for all four (4) signs The project will provide a temporary solution for the signs New Seating - Bowt Padded Seat Replacement Project - Lower and Mid Level Club Seating Bowl
The approximately 9 ,500 existing padded seats in the lower seating bowl and middle seating bowl levels will be replacement in this project. The existing padded seats are orig inal from construction and have reached end of life. The upholstery material on nearly every seat has faded, torn o r cracked due to sun and heat exposure . Minor repairs and spot replacements can no longer keep up with the amount of damaged seats found in these locations. This project will also evaluate the opportunity to replace the existing padded seats with a differe nt breathable elastomeric mesh sealing project, which may provide a cooler experience on hot days This project is necessary to provide the expected level of experience to patrons attending Levi's Stadium.

Aesthetic Improvements - Premium Areas / Special Event Spaces This project will renovate and refresh the premium club spaces in the stadium by replacing carpet and paint in the BNY Clubs, Fii Club, United Club, Yahoo Club and special event spaces. These club spaces are used for numerous events throughout the year. The high traffi c experienced in these spaces have worn on finish es and caused the carpet to near the end of life. This project will enhance these premium spaces and ensure Levi's Stadium remains an attractive destination for any and all events.

Cost Contingency Total Cost
(5%)
200,000 $ 10,000 $ 210,000
400,000 20,000 420,000
1,200,000 60,000 1,260,000
400,000 20,000 420,000
3,370,000 168,500 3,538,500
1,000,000 50,000 1,050,000

34 Item Type
General Building
General Building
Security
Security
Security
Site
Site
Santa Clara Stadium Authority
2022/23 CapEx Budget {Cont.)
SC SA Description
R,equested
Overhead Doors, Motors, Sensors and Track Replacements
This project will furnish and install a replacement gate and necessary ancillary equipment at the 200 Level of the exterior ramp location at the south end of the stadium. The· original overhead roll gate is damaged and is unable to be repaired. The original gate was installed as part of the stadium construction to assist in the flow of pedestrian traffic at the ramp location. Stadium Operations staff have used operational procedu res to substitute for the non-functional gate. However, replacing the gate will restore the original operational intent of the gate at the ramp Miscellaneous
Renewal and replacement of general building items to include, but not limited to, architectural finishes, fixtures, coatings , equipment, etc.

Security Control Situation Room Enhancements
This Project purchases equipment and technology necessary to utilize the Secur ity 24/7 Control Situation Room as a Secondary Command Post Location in the event of an emergency situation. Multifunctional use of the space will utilize the equipment to hold daily security briefings , daily security officer administrative duties, ongoing security office r training, and can readily be converted into an Auxiliary Command Post Situation Room, on an as needed basis . New equipment and technology enhancements for this room will include new monitors, wor1<spaces, radios , and video wall Enhancing this room provides Security a multifunctional space that can be used both during daily operations , as well as in an emergency situation. This technology aids in our compliance with the Department of Homeland Secur ity Safety Act requirements.

Security - Electrical / Data Distribution Expansion - Security Screening Locations
Department of Homeland Sec urity requires exterior screening of all patrons entering the facility. This scope of work will add electrical and data distribution to exterior screen ing locations . The new electric al and data allows stadium security staff to utilize critical security screening technology and avoids the use of temporary extension cords, which are prohibited in a permanent locatio n by building and fire code . Specificall y, this project adds new electrical and data to the exterior portion of the stadium on level 100 in Quadrant D. This project aids in compliance with OHS Safety Act requirements.

North East Lobby Security Desk Enhancements
The scope of this project will enhance security in the east stadium lobby on major non-event days and for private events. This security checkpo int will screen everything entering the stadium at this location. These enhancements will add electrical and data connections necessary to support security screening equipment at the point of entry , which doesn't curre ntly exist at this location today . The new electrical infrastructure allows Security to position secur ity desk and equipment closer to entrance . This project is necessary to maintain compliance with Department of Homeland Secur ity Safety Act requirements.

Concrete Replacements
The Project will address the conc rete at the Northwest stairwell landing on the 700 Level North Plaza area . The railing at the stairwell has been compromised in the past. This project will restore the handrail and conc rete at the stairwell, as well as improve the condition by strengthening the reinforcing at the stairwell railing. The project will require demolition of the existing conc rete, potentially patch the waterproofing layer of the structural slab, add reinforcing steel, pour concrete, apply lymtal coting and re-install the existing handrail at the stairwell. The improved and additionally reinforced slab will improve safety and prevent future damage from carts and other equipment that are used in the nearby area LED Retrofit Project - Exterior Luminaire Light Fixtures - Gold Lot 4 , Gold Lot 5 , Bill Wal sh Way and Other Exterior Poles
This project is phase 2 of the exterior lighting replacement in Gold Lot 4 and Gold Lot 5 par1<ing lot are·as. This project replaces the existing HID lighting with new LED lighting to enhance and improve the exterior lighting during stadium event load in and load out. This lighting improves safety conditions for stadium personnel and provides energy cost savings with more effic ient fixtures. ProIect replaces exterior HID lighting that is near or has reached end of life and replaces the lighting with new energy effic ient LED lighting. Project lighting includes light poles located in Gold Lot 4, Gold Lot 5, Bill Walsh Way and other exterior locations around the stadium.

Cost
100,000
100,000
62,000
50,000
30,000
150,000
200,000
Contingency
(5%)
5,000
5,000
3,100
2,500
1,500
7,500
10,000
Total Cost
105,000
105,000
65,100
52,500
31,500
157,500
210,000

35 Santa Clara Stadium Authority
2022/23 CapEx Budget {Cont.)
Item Type SCSA Description Cost Contingency Total Cost
R,equested (5%)
Site Perimeter Enhancements 300,000 15,000 315,000
Proiect will evaluate, design, furni sh, deliver and install bollards, barriers and/or vehicle deterrent devices where necessary along the perimeter of the site in order to comply with the Department of Homeland Security Safety Act Best Pract ices
Site Private Lactation Spaces 120,000 6,000 126,000
The project will provide new lactation spaces for guests at the stadium _ The project will fund the purcha se, delivery and installation of private lactation pods to be used by guests pump or breastfeed milk in private The private lactation space(s) will include a secure door , sealing , lighting, counter, mirror , coat hook and electric al outlets. While these spaces are not required at stadium yet, they are required at other maJor assembly areas in the State of California, such as airport s, colleges , county jails, community colleges, and state colleges. Providing these spaces allow breastfeeding guests a private location to express milk and still attend and enjoy events at the stadium.

Subtotal New CapEx Construction Costs $ 7,682,000 $ 384,100 $ 8,066,100 Life Safety / Fire Smoke Evacuation System - Fire Smoke Curtain Replacement $ 50,000 $ 2,500 $ 52 ,500 This project replaces an existing Elevator C6 Smoke Curtain and miscellaneous life safety I fire equipment which has been identified for replace ment during preventative maintenance . The current smoke curtain experienced issued with the contro l box and fuses A temporary repair was performed , but a full replacement of the smoke curtain is required .

This proiect will remove the existing curtain and reinstall a new fire and smoke rated curtain .

Public Safety - Fire PPE Replacement (Nomex Tops) 5,750 288 6,038 X Proiected replacemenVadditions of Stadium battle dress uniform tops for the team.

Public Safety - Fire PPE Replacement (Nomex Bottoms ) 3,260 163 3,423 X Proiected replacemenVadditions of Stadium battle dress uniform bottoms for the team.

Public Safety - Fire Lifepak CR2 AEDs 20,000 1,000 21,000 X New request for the Joint Hazardous Assessment Team (JHAT). The current AEDs are at the end of their 7-year service life and are no longer supported
Public Safety - Fire Rope Rescue Equipment 2,000 100 2,100 X New equipment request for the Joint Hazardous Assessment Team (JHAT) . This is the miscellaneous rope software, hardware , and bags JHAT uses. This equipment will be added to our Stadium Rope Rescue equipment cache to make it identic al to what we carry on our apparatus Public Safety - IT Replacement of end of life Network equipment 105,000 5,250 110,250 X Network equipment was originally installed several years ago and is now end of life and not supported . This replacement costs include, equipment , shipping/tax and installation.

Public Safety - IT Replacement of end of life End User equipment 15,916 796 16,7 12 X Replace 4 Preci sion Desktops that are end of life. This also include1 laptop and 2 monitors replaceme nt that are no longer under warranty , in case of failure Costs include equipment , taxes, shipping, and deployment costs .

Public Safety - Police Communication Equipment - Police Radio Hand Packs 437,500 21,875 459 ,375 X Replace Motorola police radio hand packs purchased in 2013 that are at the end of the 10-year useful life.

Public Safety - Police Communicatio n Equipment - Console 80,000 4,000 84,000 X Replace MCC7500 Console communication equipment purchased in 2013 that is atthe end of the 10-year useful life.

Public Safety - Police Levi's Stadium Blast Analysis 125,000 6,250 131,250 X Engage a consultant to provide a technical blast analysis of certain areas of the stadium T his analysis would be provided to the Department of Homeland Secu rity and the Safety Act Office .

Public Safety - Police Body Worn Cameras (BWCs ) for Special Event Officers ( SEO) 90,000 4,500 94,500 X Body worn cameras , worn by police officers , improve police acco untability and lower reports of misconduct. Body worn cameras provide visual and aud io eviden ce that can independently verify events.

Body worn cameras are issued to all Specia l Event Officers (SEO's) working stadium events. The current agreement expires in September 2022. This estimated yearly cost, subject to change pending final negotiations, would continue the current BWC program .

Public Safety - Police Observation Platforms on SAP Tower 75,000 3,750 78,750 X Design and install a safe and secure platform for Santa Clara Police Department and Public Safety Officers above the roof on the SAP tower I NRG Solar Terrace .

36 Item Type
Security
Security
Santa Clara Stadium Authority
2022/23 CapEx Budget (Cont.)
EM ~~~oo
Requested
Mobile Security Closed Circuit Television (CCTV ) Pop Up Trailers This project will purchase five (5) additional units in order to enhance video coverage and audio messaging to remove locations The Mobile CC1V Pop Up Trailers provide fiexibility to our security operation.

Security has the ability to deploy the CCTY units to various locations given current demand. The CCVT units can be used to direct law enforcement to different areas on an as needed basis. They an also be used on both even or non-event days in the occurrence at stadium CC1V camera goes down for maintenance or other video coverage is required. These CC1V Pop Up Trailers will aid in maintaining compliance with the Department of Homeland Security Safety Act require ments
Security 24/7 Gate C Employee Entrance Booth
Purcha se and install new pre-manufactured Security Guard Booth at Gate C employee and guest entrance . The new booth will provide cover, power, lighting and storage for the security staff at Gate C. The booth will include a canopy for the Security walk through magnetometer and search table II will be used on both event and non-event day. The security checkp oint is necessary to screen all people entering the stadium grounds . This booth provides necessary operational support to our Security staff performing critica l screening operations required by the Department of Homeland Security Safety Act require ments.

Subtotal New CapEx Equipment Costs
Total New CapEx Project Costs
$
$
Cost Contingency Total Cost
(5%)
235,000 11 ,750 246,750
25,000 1,250 26,250
1,269,426 $ 63,472 $ 1,332,898
8,951,426 $ 447,572 $ 9,398,998

37 Item Type
Electrical
Electrical
General Building
General Building
General Building
General Building
General Building
General Building
General Building
General Building
Santa Clara Stadium Authority
2022/23 CapEx Budget Carryover
EM ~~~oo
Requested
Broadcast Booth Power (2019/20 Carryover)
The project shall design supp lemental lighting power and control s in the Broadcas t Booth (Room 04 50 02) The existing lighting grid in the ceiling has inadequate lighting and are currently contro lled with a dimmer switch near the door of the room. The Architect shall evaluate the power needs and provide a solution for better contro l methods for the broadc ast lighting power in the room .

Concessions Cart Cabling for Portable Carts (2019/20 Carryover ) Install code rated low voltage cabling (CAT6) to portab le concess ion carts .

This will provide Internet Protocol (IP) based access to the IPlV menu boards and Point of Sale (PO S) systems for cred it card transactions , as well as deliver an emergency signage to be displayed a t the concess ion stands .

Updated Stadium Wayfinding Signage (2020/2 1 Carryover) Design , furnish and install new wayfinding and information signage to include, but not limited to, new premium /club wayfind ing, suite wayfinding , smoking section signs, no smoking signs for around the main and upper concour ses, section numbers/fioor decals, ADA acce ssibility signs, Tunnel signs that "no photos/no autographs" , etc .

Stadium Event Signage (2019/20 Carryover)
The design, furnish and install of new stadium even signage including, but not limited to, tunne l awnings , accessib le seating reference areas , lower bowl sections placards , security , mobile signage , and additiona l fire and building code signage
Command Post Communication Equipment (2019/20 Carryover ) Purcha se and install public safety screens , monitors , and projection devices used in monitoring stadium and security operations to help improve situational awareness and response .

Women's Locker Room (2019/20 Carryover)
Convert a portion of the auxiliary locker room area to accommodate a larger private space for female athletes , performe rs, officials , and other female event day sporting and enterta inment professionals visiting or working events at Levi's Stadium. The pro1ect will include the design , permitt ing and con struction of alterations necessary to accom modate these new designated space s necessary to provide equal accommodations .

Automatic Logic Control Building Engineering System (2019/20 Carryove r)
Install an automatic logic contro ller system upgrade to monitor the building 's HVAC in all quadrants simultaneously . This updated system will enable graphic interface and help the system to operate more efficient ly with time clock manageme nt and assist in potentia l lighting contro l energy savings.

Club Space Flooring (2019/20 Carryove r)
Strip , resurface , and/or rep lace hardwood fiooring surfaces in the BNY East & West and Levi's 501 spaces . These spaces are among the most utilized spaces in the bu ilding and get a large amount of foot traffic . This work will help extend the usefu l life of these spaces as well as reduc ing sli s and ialls from worn fioors .

General Areas / Coatings Main Deck (2021/22 Carryover)
Replace and recoat lymtal traffic deck coating at the lower seating bowl and on the 300 and 700 Level Concourses , which are currently showing signs of wear The deck coating serves as a secondary waterproofing system for the occupied spaces below these areas and also protects and extends the life o f the concrete . Periodic replacement and recoa ting of this system is necessary to maintain current waterproofing system and maintain the expected life of the structure .

Field Turf Track Replacement (2021/22 Carryover )
The current turf track carpet is worn , buckled and compacted from use over the past five years and has reached its end of life . This project addresses the uneven grade of the current turf track carpet This project will remove the existing tra ck and rebuild it using a compacted stone base and shock layer with new carpet on top. Add ition ally , the project scope perman ently addresses the sun grade issues we experien ce with our current track by stabilizing the base to support the extreme loads it comes under during concerts and dirt events . Finall y , the new turf track will eliminate slipping hazards and improve overall safety and appea rance . $
Cost Remaining Total Cost
Contingency
16,190 $ 810 $ 17,000
50,000 2,500 52 ,500
250,000 12,500 262 ,500
138,000 6,900 144,900
58,000 2,900 60,900
353,333 17,667 371,000
27,61 9 1,381 29,000
85,000 4,250 89,250
2,450,000 122,500 2 ,572 ,500
325,714 16,286 342 ,000

38 Santa Clara Stadium Authority
2022/23 CapEx Budget Carryover (Cont.)
Item Type SCSA Description Cost Remaining Total Cost
R,equested Contingency
General Building Additional Gate and Fence at Gate D (2016/17 Carryover) 75,000 3,750 78,750 Add ition of gate and fence in the Quadrant D to assist in the contro l of peop le movement and screen ing operations . Study will take place to ensur e the gate and fence meet all operational and regulatory compliance .

Material will be furn ished and installed . ProIectg originally approved in FY 2016/ 17 but was not completed.

Gene ral Building Miscellaneous (2016/17 Carryove r) 100,000 5,000 105,000 General renewa l and replacement of flooring , carpeting, millwork, tiles, masonry , granite counters , stainless steel pane ls and counters , cladding , wall acoust ic pane ls etc . throughout the building as items reach their end of life. Project originally approved in FY2016/ 17 but was not completed .

Plumbing Plumbing (2020/21 Carryove r) 87,61 9 4,381 92,000 Project addesses general renewa l and replacement of necessary plumbing equipment in the stadium to include, but not limited to, replacement of Pressure Reducting Valves (PRV) and other parts on domestic and recycled water systems
Security Enhance Stadium Security Coverage (2020/21 Carryove r) 330,000 16 ,500 346,500 Evaluate and replace existing cameras with techno logically advanced multi- lens panoramic /360/multi-dire-ctional cameras . Design locatio ns and camera styles have created visual obstructions and gaps in coverage.

Height locations with fixed lens cameras create the inability to adjust fie ld of views Installation of television monitors/signag e near camera mounts have created field of view obstructions . Due to high volume of club space usage for large scale, and smaller events, request for video investigations become frequent. Low lighting situations are consta nt with event type needs , and enhanced technotogy from newer cameras will enable greate r video quality. Club Space Enhancements : Club spaces which need to be evaluated include, but are not limited to: BNY Mellon East and West Club , Yah oo Club, United Club, Fil Club, 501 Club, Citrix Owners Club, Entry Gates , and Perimeter fences .

Security Enhance Stadium Security Access Contr ol (2020/21 Carryove r) 235,000 11,750 246 ,750 Install card readers on manual doors to increase access control features and security . Based on operat ional demands , doors have been identified via staff request and event activity in orde r to improve opera tional awareness and enhance the access contro l abilities by automating the doors. This also increases secu rity to areas deemed by staff to hold sensitive or high value assets . The access contro l enhancements include Verlx/Mercury upgrade, EvoE400 /Mercu ry upgrade , and various doors with access control upgrade or enhancement requ irements .

Site Security Fencing - Main Lot (2020/21 Carryover) 150 ,000 7,500 157,500 Remove and replace approxi mately 1,000 linear feet of 4-foot high security fencing in Main Lot per request of City _ The removal of existing fence and the installation of the new fence is included in a permit package that is currently under review at the City Planning and Building Departments as part of a larger project in the Main Parking Lot Site Stationary Electric Pressure W ashers (2020/21 Carryover ) 49,524 2,476 52 ,000 Install one (1) to two (2) demo stations on the 300 concourse If these are effective , we would look to replace all gas-powered press ure washe rs with electrically powered ones .

Site Asphalt (2018/19 Carryover) 170 ,952 8,548 179,500 The project will evaluate the current pavement status and provide asphalt overlay and/or seal coat at the visito r parking on Tasman, Gold 4 & 5 parking lots and South Access Road . Design services will be engaged to evaluate the current conditio n of pavement and recommend the correct application . Proper overlay and crack fill seals the pavement and prevents the infiltratio n of water which prevents pavemt failure .

Site Stadium Event Power U pgrade s & Switchgear Electrical (2019/20 35,238 1,762 37 ,000 Carryover)
The project will study , design , install and enhance remote visibility to the 12KV PMSG (primary switch gear) to main electrical panel using the Schneider Powe r Monitoring Expert system. The proIect will establish capabi lity to monitor and report the Switch Gear Event Mode Status through the building Schneider Power Monitoring E xpert (PME) sy stem for remote monitoring The plans and spec ifications required will include any electrica l and communication wiring , as well as any contro ls upgrades necessary to complete the project.

Site Bridge - Pedestrian (2018/19 Carryover) 30,000 1,500 3 1,500 The project will seal walkways and paint bridges to enhance public safety access areas and extended the useful life of the bridges . Project origina lly approved in FY2018/19 but was not compelted
Subtota l Carryover CapEx C onstruction Costs $ 5,017,189 $ 250,861 $ 5,268,050

39 Item Type
AudioN isual
AudioN isual
Furniture, Fixtures
& Equipment
Furniture, Fixtures &
Equipment
Food and Beverage
Food and Beverage
Food and Beverage
HVAC/Mechanical
HVAC/Mechanical
Santa Clara Stadium Authority
2022/23 CapEx Budget Carryover (Cont.)
EM ~~~oo Cost Remaining Total Cost
Requested
Radio Booth Cabling (2019/20 Carryover)
The project will install fiber optic cabling to increase the low voltage cabling backbone This installation will accommodate the expanding requests received for booth usage during stadium events and will help the stadium keep up with emerging trends. The project will install fiber optic between multiple booths located on the 800 level suite tower location and lhP. hrnRrl rnsl r Rtc.h rRnP.I (Roo m 01 fl~ 08) nP.Rr lhP. loRrlino rlor.k on lhP. exterior south end of the stadium. Fiber design shall include TAC-12 and DT-12, or better. Design will consider new fiber termination panels in each booth. Design shall investigate and determine if additional conduit and raceway is necessary during the installation phase
Crestron Control & Building Operating System Upgrades (2019/20 Carryover)
Project shall evaluate and reco mmend a Crestron Control system upgrade and/or installation options to monitor HVAC, Lighting, Electrical, and Fire Alarms T he comprehensive system shall enable all of these items to interface with one another for stadium engineers to see a real time view of the building's systems.

Guest Service Booths (2018/19 Carryover)
Add two additional guest services booths on the main conco urse for better enhanced customer service touchpoints. New booths will provide increased operational space for guest service representatives on game day.

Replace Furniture for BNY Field Clubs, United, Levi's 501 & Yahoo clubs and Special Event spaces (2019/20 Carryover)
Purcha se replacement furnitur e for clubs (BNY, United, Levi's 501 and Yahoo) and special event spaces to enhance areas and meet client expectations. These spaces are amongst the most utilized in the entire stadium. The current furniture has been in place since the building opened in 2014 and is aging due to normal wear and tear as a result of numerous events in the stadium over the last eight years.

Beverage Distribution System (2020/21 Carryover)
Equipment to assist with the distribution of beer and sodas throughout the stadium concession areas and bars. This project includes general renewal and replacement of beverage distribution system lines, CO2 and glycol dispensing equipment
CO2 Monitoring & Sensors for Code Compliance (2020/21 Carryover) The project will design and install remote CO2 monitoring equipment utilizing the existing Automatic Logic Controller (ALC) system. The current CO2 monrtoring has a local alarm three stage alarm, but is not connected to any Building Management System for remote monitoring A recent CO2 assessment was performed that found the system the current monitoring system is compliant with all requirements , but the assessment recommended this remote monitoring upgrade as a best practic e for safety. This project will evaluate, recommend and design remote CO2 monitoring system CO2 monitoring for enhanced safety for stadium staff per Authorities having Jurisdiction. All Beer Cooler locations and Concession Soda Box Locations shall be monitored by the remote monitoring system.

Main Kitchen Equipment (2016/17 Carryover)
General renewal and replacement of kitchen servce equipment in the Main Kitchen . Project will include any necessary design, permit, purchase and installation of aging kitchen equipment that is near or at the end of life Pro1ect originally approved in FY2016/17 but was not c ompleted Cooling Towers (2020/21 Carryover)
General renewal and replacement of stadium cooling tower internal parts and systems. This includes, but is not limited to, motors, fans, fill, controls, and pipinq which support the mechanical coolinq functions for the HVAC system.

Variable Frequency Drive(s) (2020/21 Carryover)
General renewal and replacement of Variable Frequency Drives (VFD) units for cooling tower, boilers and other mechanical e quipment due to life expectancy issues. These system support the mechanical heating and cooling functions for the stadium.
$
Contingency
562,857 $ 28,143 $ 591,000
3,810 191 4,001
70,000 3,500 73,500
1,543,810 77,191 1 ,621,001
50,000 2,500 52,500
192,381 9,619 2 02,000
350,000 17,500 3 67,500
43,810 2,191 46,001
126,667 6,333 133,000

40 Santa Clara Stadium Authority
2022/23 CapEx Budget Carryover (Cont.)
Item Type SCSA Description Cost Remaining Total Cost
Requested Contingenc y
HVAC/Mechanical Install New Kitchen Exhaust Fans Throughout the Building (2019/20 266,667 13,333 280,000 Carryove r)
Install variable frequency drive (VFD) Units on kitchen exhaust fans for soft start (slow ramp up) capabilities. Kitchen exhaust fans currently operate 100 percent of the time Installing VFD units will modulate the power and save energy whenever the fan is in use. Soft start extends the life of the equipment and saves energy .

Information Financial Management Information System Project (2020/21 75,000 3,750 78,750 Technology Carryover )
Proc ure a new cloud-based financial management system for the Stadium Authority that would allow greater visibility in to Non-NFL Events and Shared Stadium Expenses. The management company that handles Non- NFL events would use the financial management system for all transactions related to Non-NFL events and Shared Stadium Expenses, as well as store supporting documentation for the transactions (Including invoices). The costs include software license/subscription , hosting fee and a consultant for implementation and process improvement There will be ongoing software license costs and possibility for additional staff time for implementation. *Subject to subsequent court rulings on cost allocation.

Public Safety - Fire Mass Casualty Incident (MCI) Trailer (2020/21 Carryover) 120,000 6,000 126,000 X The fire department currently has equipment to treat 25 patients during a large-scale emergency The MCI Trailer would allow the first responders to treat between 500-1000 people during a large-scale emergency by allowing quick access to on-board equipment and supplies.

Public Safety - Police Kawasak i Mute (2021/22 Carryover) 25,000 t ,250 26,250 X Purch ase new Kawasaki Mule for Explosive Ordinance Disposal (EOD) team. Cost includes unfitting the Kawasaki Mule with Police labels and markings , lighting and locking storage boxes. The EOD team does not currently have a dedicated vehicle and are currently walking with canines and EOD gear during response calls for suspicious packages and drone payloads. The EOD team is first on scene sweeping the stadium for safety issues and the last to leave. Shifts can extend past 10 hours . Purchase of a vehicle would reduce fatigue for officers and canine s and reduce response time.

Public Safety - Police Kawasak i Mule (2021/22 Carryover) 20,000 1,000 21,000 X Purcha se new Kawasaki Mule for Special Response Team (SRT) Cost includes unfitting the Kawasaki Mule with Police labels and markings , lighting , equipment storage boxes and Type 3 IME box that is approved by the U.S. Bureau of Alcohol Tobacco and Firearm s (ATF) to transporVstore breacher explosives. The SRT equipment is currently in a standard size vehicle that upon deployment would not easily maneuver the stadium or crowds of attendees; the team would be required to go to the vehicle to retrieve the required equipment extending response time. The vehicle may also be deployed to City issues and the equipment would not be readily available for use. The SRT does not currently have a dedicated vehicle.

Purchase of a vehicle would allow the SRT to mobilize needed equipment and will reduce response time.

Public Safety - Police Onsite Conex Storage (2021/22 Carryove r) 4,000 200 4,200 X Locking onsite Conex Storage container to store 3 Police Kawasaki Mules, including the requested EOD and SRT mule purchase The Conex Storage container will be housed in a parking lot dedicated for police parking with the secured footprint of the Stadium.

Public Safety - Police 2-Way CAD/24-7 Link (2020/21 Carryover ) 82,000 4,100 86,100 X All stadium personnel operate on the 24/7 dispatch system. SCPD and SCFD operate on the CAD system When public safety personnel are sent on calls, the call must be generated by hand in both systems This causes e)!ra work for dispatchers , however, more importantly this creates delays in reporting and responses to public safety incidents . A 2-way link would allow both systems to "talk" to each other and automatically create incidents in each other's system. Additionally , without this link, we cannot log officers on which creates an officer safety issue as well as an issue when it comes to management of personnel

41 Santa Clara Stadium Authority
2022/23 CapEx Budget Carryover (Cont.)
Item Type SCSA Description Cost Remaining Total Cost
R,equested Contingency
Public Safety - Police Pedest rian Safety Fencing (2019/20 Carryove r) 100,000 5,000 105,000 X Raised fencing is requested for installation on Tasman Drive from Centennial Boulevard to Calle Del Sol. This is approximately 0.4 miles ,and would be adjacent to the VTNUght Rail tracks . This fencing is required to guarantee the safety of patron s as pedestrians on Tasman Drive.

Currently , pedestrians regularly jump temporary construction barrier s and cross eastbound Tasman Drive and cross live/active VTA light rail tracks .

In addition, during events the traffic flow is reversed and pedestrians will not expect cars coming from that direction This poses a clear danger for pedestrians and mobile personne l are not always available to prevent this regular attempt by pedestrians. Raised fencing will guarantee this dangerous situation stops The cost is an estimate based on the Fencing on Tasman project
Public Safety - Police GPS Software for Tracking Personnel (2019/20 Carryover) 25,000 1,250 26,250 X Live tracking of law enforcement personnel is critical in providing an accurate picture of public safety coverage . This technology and software will allow the Command Post to know where our personnel are at all limes and make necessary assignment ad1ustments on the go II is desired that the software also be capable o f retaining data for historical analysis. The requested funding of $25,000 is the initial purchase price for approximately 100 devices and the software. There is a monthly operating cost of $30/month each ; $36,000 total annually .

Public Safety - Police Fencing on Tasman & Lafayette(2019 /20 Carryover) 70,000 3,500 73,500 X Fencing to prevent stadium event pedestrian traffic from crossing unsafely between Lafayette St and the Tasman St overcrossing
Public Safety - Police Radios (2020/21 Carryover ) 79,000 3,950 82,950 X New radios are required for equipping additional staff in our public safety deployment. These radios allow for communication to the command post and between public safety partners working our events. W ithout these critical radios, personnel would not be able to function in their capacity and as expected to provide public safety services including emergency response. The department is currently waiting on Silicon Valley Regional I nleroperability Authority to upgrade their radio infrastructure to comptete these new radio purchase s. There is a yearly operating cost; requesting quote.

Public Safety - Police Radio Chargers (2020 /21 Carryover) 3,000 150 3,150 X Our radio equipment is critic al and, therefore, their serviceability must be maintained . Each new radio will require a charging port. These three charging stations each have a 6-radio capac ity and three are needed to maintain radios at their peak power and usability . Having these three charging stations will ensure all radios are ready for use by public safety without the risk of personnel being without this crucia l equipment in a functional state.

Public Safety - Police Dispatch Monitors (2020/21 Carryover ) 8,000 400 8,400 X Our public safety dispatchers utilize several screens at their work stations in order lo facilitate their duties The necessary upgrading of our latest public safety communications center's CAD and associated software will require larger screen area to effectively manage the new information .

These 16 replacement 22" larger monitors are needed to optimize the use and intended application of the latest public safety dispatching software .

The larger screens are required to view the additional windows from the CAD system and are expected to last five years . The prior monitors were purchased six years ago and are 19" monitors. The cost includes estimated installation for three workstations
Public Safety - Police Staff Scheduling Software (.2019/20 Carryover) 16,250 813 17,063 X The Stadium requires SEOs to operate safely. Notifying and communicating with our SEOs is critical in properly planning our staffi ng needs. We currently use an out of date version of "Game Day Staffi ng." Public Safety - Public Street Signage (2017 /18 Carryover) 1,000,000 50,000 1,050,000 Works X This item was brought before the SCSA Board and approved in the 2017/18 budget Working with the Dept of Public Works, the Executive Director's office and the Chief of Police's office to identify appropriate locations on surrounding city streets (Great America Parkway , Tasman Drive, etc .) to place signage to better protect , inform and serve patrons visitng Levi's Stadium, non-event day traffic , community even advisories and emergency public safety and traffi c advisories.

Security Software Upgrade to Genetec 5.8 (2020 /21 Carryover ) 35,000 1,750 36,750 Upgrade to Genetecs newest firmwa re version 5.8. This would improve overall system performance and stability, and add new features that will help in operator training and utilization of software. Customizable live dashboards assist in monitoring alarms and events in real-time.

42 Item Type
Security
Security
Security
Security
Security
Security
Vertical Transport
SCSA
Requested
Santa Clara Stadium Authority
2022/23 CapEx Budget Carryover (Cont.)
Description
Video Analytics (2020/21 Carryo ver)
Add video analytics to assist with video investigations Video investigations take several hours/days to complete using traditi onal playback methods Adding video analytic s will greatly decrease man-hours spent in video review process, as well as aid in investigations using newer techno logy.

Parking Lot Camera Upgrades (2020 /21 Carryover)
Replace Great America parking lot cameras with techno logically advanced multi- lens panoramic/360/multi-directiona l cameras . New camera techno logy would provide better overall coverage of the main parking lot.

Sun baked cameras with fixed angles have created gaps in coverage With more video incident request coming from ingress/egre ss incidents, new technology would assist in these investigations . Install cameras in Gold lot 4i5 where there is very limited coverage .

Bowl Camera Upgrade /Refurbishment (2020/21 Carryover ) The project will replace or refurbish several seating bowl cameras . The bowl cameras have become sun baked and provide poor/obscured coverage of bowl seating. Maintenance has become an issue due to the cost and time required to erect scaffo lding to reach ca mera boxes each time the cameras require maintenance . The project will evaluate the opportunity to re-engineer the camera housing by relocating housing closer to stadium infrastructure, if possible.

License Plate Reader at Vehicle Entry Gates (2020/21 Carryover) Add six (6) Licen se Plate Reader cameras on entry/exit lanes of all vehicle gates (Post 1,2, and 3) to document and trac k vehicles entering and exiting the stadium. The LPR cameras provide additional visibility of all parties entering and existing that stadium.

Install Stadium Camera Booths Card Reader s (2019/20 Carryover) Install card reader for north and south camera booths to secure the spaces that enter into/from general public access areas Drone Detection (Antenna System) (2021/22 Carryover)
Drone intrusions are happening more frequently . W e need a detection and deterrent system in place for the Security of our venue and events.

This technology will assist Stadium Security and Law Enforcement in identifying any threats and to take measures to mitigate the threat.

Elevator Door Replacement (2019/20 Carryover)
The project replace the vestibule door frame, doors, hardware and equipment at the 200 level elevator lobby doors in the stadium The current door system does not allow the necessary door swing radius to nagivate larger Jannorial and operational equipment into the elevator lobby . The current door system was damaged due to the limitations in design and thus must be completely replaced to restore and establish ultimate operational function
Subtotal Carryover CapEx Equipment Costs
Total Carryo ver CapEx Project Costs
Cost Remaining
Contingency
35,000 1,750
40,000 2,000
135,000 6,750
45,000 2,250
84,000 4,200
55,000 2,750
20,000 1,000
$ 5,286,252 $ 264,314 $
$ 10,303,441 $ 515,175 $
Total Cost
36,750
42,000
141,750
47,250
88,200
57,750
21,000
5,550,566
10,818,616

43 Santa Clara Stadium Authority
Capital Expense Plan Summary - 5 Year Forecast
2022/23 2023/24 2024/25 2025/26 2026/27
Budget Budget Budget Budget Budget
Electrical $ 666,190 $ 300,000 $ 3,300,000 $ 225,000 $ 325,000 General Building 10,032,666 438,000 3,570,000 1,300,000 2,000,000 Plumbing 87,619 150,000 300,000 35,000
Public Safety
Security 707,000
Site 1,205,714 100,000 125,000
Subtotal CapEx Construction Costs $ 12,699,189 $ 988,000 $ 6,870,000 $ 1,825,000 $ 2,485,000 AudioNisual $ 566,667 $ 970,000 $ - $ - $ 500,000
FF&E 1,613,810 30,000 61,669
Food & Beverage 592,381 1,200,000
HVAC/Mechanical 437,144 150,000 225,000 75,000 325,000
Information Technology 75,000
Life Safety/Fire 50,000 335,000
Security 689,000 400,000 400,000 510,000 500,000
Public Safety Equipment 2,511,676 384,341 344,510 125,010 114,510 Vertical Support 20,000 400,000
Subtotal CapEx Equipment Costs $ 6,555,678 $ 1,934,341 $ 969,510 $ 1,971,679 $ 2,174,510 Contingency (5%) 962,743 146,117 391,976 189,834 232,976 Total CapEx Project Costs $ 20,217,610 $ 3,068,458 $ 8,231,486 $ 3,986,513 $ 4,892,486 Stadium Authority Work Plan

Page 1 of 2 ends

44 STADIUM AUTHORITY WORK PLAN

The Work Plan summarizes the Stadium Authority’s work priorities for the year based on previous Board direction. Last year’s Work Plan was not completed in its entirety due to the ongoing COVID-19 Pandemic and limited staff resources because of the absorption of additional projects and responsibilities from positions that became vacant during the year. One notable FY 2021/22 Work Plan item that was addressed was the Curfew, which the Board provided direction on at the November 16, 2021 meeting. Within the context of continuing to support ongoing Stadium Authority operations and the defense of several lawsuits that the 49ers have filed against the City or Stadium Authority, staff will focus on the following:

Work Effort Work Plan Planned Outcome
ADA
Compliance
 Complete ADA compliance with multi-year
improvements to Main Lot.

Compliance regarding accessible
parking spaces at Stadium Main
Lot

Use of other satisfactory solutions
that prioritize ADA compliance.

Community
Room
 Return to Board to seek input on
proposed next steps, including
evaluation of the other
locations discussed earlier in 2018.

Develop policy/guidelines for use.

Resolution of Community Room
location, policy/guidelines for use.

San Tomas
Aquino Creek
Trail
 By review of other venues with shallow
security perimeters and legal
documents that relate to accessing the
area, and consultation with Homeland
Security and other stakeholders,
evaluate options for keeping trail open
during events and/or providing
alternate routes if trail is closed.

Creek trail access and/or safe
and/or accessible alternate route.

SCSA Board
Policy Manual
 Continue to create manual, beginning
with Governance and Budget policies.
 Identify areas where policies are
appropriate and propose drafts for the
Board’s approval.

Develop additional policies and
present to Board for inclusion in
manual. While needed, capacity
has not existed to develop more
policies.

AllHOHlllV HnlO\llS VHVlJ VlNVS
\fSJS
Stadium Authority Work Plan

Page 1 of 2 ends

45 SCSA Auditor
Annual Audit
Work Plan
 Review the Stadium Authority Financial
Reporting Policy with staff and external
auditors and provide feedback on best
practices.
 Provide oversight of Construction Fund and
Public Safety audits of transactions and
provide feedback on the allocation of staff
charges (contracted service).
 Provide oversight of Non-NFL Events audit
(contracted service).
 Retain consultants to perform the annual
financial audit for the Stadium Authority
(contracted service).

Promote honest, efficient,
effective and fully accountable
city government through
accurate, independent and
objective audits.

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/11 /12 /12 /13 /14 /15 /i255 /16 /13 /17 /15 /18 /19 /i255 /20 /14 /21 /22 /23 /24 /i255 /25 /13 /26 /27 /22 /23 /i255 /i255
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FV2022 Annual Public Safety Budget (CONFIDENTIAL)
DRAFT
Amount Footnote
Public Safety Costs - Tenant (NFL Events) $ 4,219,377 1 Public Safety Costs - Authority (Non-NFL Events) $ 1,712,793 2 Public Safety Capital Expenditures (2022/23 Budget) $ 2,511,676 3 Amortization of 2022/23 Budgeted Public Safety Capital Expenditures $ 147,021 4 Amortization of Prior Years Public Safety Capital Expenditures included in 2022/23 Budget $ 218,409 4 Public Safety Capital Expenditure Amortization in 2022/23 Budget $ 365,430 4 Tenant's Estimated Public Safety Share $ 261,022 4
Stadium Authority's Estimated Public Safety Share $ 104,409 4 Footnotes to Schedule:
1 Assumes 10 home games. PSC above the threshold may be paid from the Discretionary Fund per Section 7.5.3 (a). Stadium Manager notes that this projection for 2022-23 is based on deployment estimates. A 3% compound annual growth rate assumption is included in premium cost for PSC liability insurance. The Public Safety Cost Threshold for 2022-23 is $2,326,567. Prior to Tenant's approval of the Annual Public Safety Budget, Tenant requires additional discussion with public safety officials on utilizing cost efficent resources.

Planning and overhead costs remain in dispute between the Parties and require separate approval prior to being included in the Annual Public Safety Budget.

The proposed non-NFL event PSC budget is based on four (4) events, assumed to be three (3) concerts and one (1) soccer event, for 2 the 2022-23 fiscal year. The assumption of costs are based on deployment estimates. This assumes 3% compound annual growth rate in premium cost for PSC liability insurance.

The Stadium Manager has received Public Safety Capital Expenditure requests from the SCSA Finance Director in December 2021 for 3 the 2022-23 fiscal year totaling $2,511,676. This includes $1,552,250 of carryover requests for items approved in prior Capital Expenditure Plans. Please see the 2022-23 Capital Expenditure Plan for more detail.

Public Safety Capital Expenditure amortization for the current lease year is $365,430, which includes $218,409 of amortization from 4 prior year Capital Expenditure purchases. The Tenant's estimated Public Safety Share is $261,022 and the Stadium Authority's estimated Public Safety Share is $104,409.
* This excludes costs relating to Public Safety worker's compensation claims for prior years.

DRAFT 2/18/2022
FY2022 Public Safety Capital Expenditures (CONFIDENTIAL) DRAFT
Equipment
Kubota (4x4 gas powered UTV ambulance)
Kimtech MTD-103 Advanced (med cart upgrade)
Kawasaki Pro-FXT LE Black Mule (1)
Kawasaki Pro-FXT LE Black Mule (2)
Portable Radios
Public Safety Command Post Dispatch System
Kawasaki Pro-FXT LE Black Mule (3)
EMS Equipment (Auto Pulse Automated Compressors)
EMS Equipment (ALS Lifepack Monitor)
Diesel Particulate Filter for Stadium Authority Fire Truck APX 8500 Mobile Radio for Stadium Authority Fire Truck
LCD3-3 Chemical Warfare Detector
Up-Fitting Kawasaki Mules
Stadium Vehicles (Gator & Kubota) Upfits
Storage Conex Garage for Apparatus
Stadium Personal Protective Equipment
Heavy Lift Kit
Radiation Detector
Rope Rescue Gear Kit
Motorola APX 6000 Radio/Charger/Battery
Motorola Earpieces
Battery Charging Pack for JHAT Crew
Small Cooler and Ice Pack
Mass Contamination Hydrant Nozzles
Radio Batteries
Safety Gear for SEOs and TCs
Motor Vehicle Barricades
EOD Blankets/Water Barrier
Bicycles
Body Worn Cameras (BWCs) for Stadium Events
Permanent Changeable Signage
Pe.table bieeAse Plate Rea~er,lPll Cameras
Fencing on Tasman & Lafayette
GPS Software Tracking Personnel
Staff Scheduling Software
MCI Trailer
2-Way CAD/24-7 Link
Dispatch Monitor s
Radio Chargers
Radios
Pedestrian Safety Fencing
RadHalo Remote Radiation Monitors
PPE Replacement (Nomex Tops) - FY21
PPE Replacement (Nomex Bottoms) - FY21
Rigaku CQL 1064nm Handheld Raman Chemical Detector
Tru Defender FTX 51 WMD Chemical Detector
Vehicle Upfits for John Deere Gator
Kawasaki Mule - EOD Team
Kawasaki Mule - Special Response Team
Onsite Conex Storage
PPE Replacement (Nomex Tops) - FY22
PPE Replacement (Nomex Bottoms) - FY22
Lifepak CR2 AEDs
Rope Rescue Equipment
Communication Equipment - Police Radio Hand Packs
Communication Equipment - Console
Body Worn Cameras (BWCs) for Stadium Event Officers
Replace End of Life Network Equipment
Replace End of Life End User Equipment
Observation Platforms on SAP Tower
Levi's Stadium Blast Analysis
DRAFT
•ttiMC•rttffllUWl 1 tfflMIEtl ■ HOU-Mi1t=tAW ■ HGJUM#d•t»M ■ WP»w ■iiHAliMifitiN Fire 1 10 15,922 15,922
Fire 1 10 8,382 8,382
Police 1 10 17,209 17,209
Police 1 10 17,209 17,209
Police 20 5 50,980 50,980
Police, IT 1 5 189,931 189,931
Police 1 10 15,738 15,738
Fire 2 5 31,101 31,101
Fire
t
1 5 30,810 30,810
Fire 1 10 9,392 9,392
Fire 1 10 7,150 7,150
Fire 1 10 13,734 13,734
Police 3 10 26,451 26,451
Fire 1 10 8,832 8,832
Fire 1 10 12,416 12,416
Fire 1 3 45,238 45,238
Fire 1 10 51,914 51,914
Fire 1 10 17,910 17,910
Fire 1 10 31,500 31,500
Fire 1 5 4,517 4,517
Fire 25 5 952 952
Fire 1 5 72 72
Fire 1 5 305 305
Fire 4 5 1,649 1,649
Police 188 3 19,574 19,574
Police 195 2 5,892 5,892
Police 8 10 360,892 360,892
Police 1 5 13,743 13,743
Police 10 5 22,734 22,734
Police 150 5 149,462 149,462
Public Works 1 10 1,000,000 1,000,000
Peliee 1 ~
Police 1 20 70,000 70,000
Police 100 5 25,000 25,000
Police 1 5 15,000 16,250 31,250
Fire 1 10 120,000 120,000
Police 1 5 82,000 82,000
Police 16 5 8,000 8,000
Police 3 5 3,000 3,000
Police 18 5 79,000 79,000
Police 1 20 100,000 100,000
Fire 4 10 190,499 190,499
Fire 15 5 6,038 6,038
Fire 15 5 3,423 3,423
Fire 1 10 50,348 50,348
Fire 1 10 61,514 61,514
Fire 1 10 12,600 12,600
Police 1 10 25,000 25,000
Police 1 10 20,000 20,000
Police 1 10 4,000 4,000
Fire 15 5 5,750 5,750
Fire 15 5 3,260 3,260
Fire 10 7 20,000 20,000
Fire 1 5 2,000 2,000
Police 125 10 437,500 437,500
Police 1 10 80,000 80,000
Police 1 5 90,000 90,000
IT 1 7 105,000 105,000
IT 1 5 15,916 15,916
Police 1 5 75,000 75,000
Police 1 5 125,000 125,000
2/18/2022
FY2022 Public Safety Capital Expenditures (CONFIDENTIAL) DRAFT
Equipment
Kubota (4x4 gas powered UTV ambulance)
Kimtech MTD-103 Advanced (med cart upgrade)
Kawasaki Pro-FXT LE Black Mule (1)
Kawasaki Pro-FXT LE Black Mule (2)
Portable Radios
Public Safety Command Post Dispatch System
Kawasaki Pro-FXT LE Black Mule (3)
EMS Equipment (Auto Pulse Automated Compressors)
EMS Equipment (ALS Lifepack Monitor)
Diesel Particulate Filter for Stadium Authority Fire Truck APX 8500 Mobile Radio for Stadium Authority Fire Truck
LCD3-3 Chemical Warfare Detector
Up-Fitting Kawasaki Mules
Stadium Vehicles (Gator & Kubota) Upfits
Storage Conex Garage for Apparatus
Stadium Personal Protective Equipment
Heavy Lift Kit
Radiation Detector
Rope Rescue Gear Kit
Motorola APX 6000 Radio/Charger/Battery
Motorola Earpieces
Battery Charging Pack for JHAT Crew
Small Cooler and Ice Pack
Mass Contamination Hydrant Nozzles
Radio Batteries
Safety Gear for SEOs and TCs
Motor Vehicle Barricades
EOD Blankets/Water Barrier
Bicycles
Body Worn Cameras (BWCs) for Stadium Events
Permanent Changeable Signage
Pe.table bieeAse Plate Rea~er,lPll Cameras
Fencing on Tasman & Lafayette
GPS Software Tracking Personnel
Staff Scheduling Software
MCI Trailer
2-Way CAD/24-7 Link
Dispatch Monitor s
Radio Chargers
Radios
Pedestrian Safety Fencing
RadHalo Remote Radiation Monitors
PPE Replacement (Nomex Tops) - FY21
PPE Replacement (Nomex Bottoms) - FY21
Rigaku CQL 1064nm Handheld Raman Chemical Detector
Tru Defender FTX 51 WMD Chemical Detector
Vehicle Upfits for John Deere Gator
Kawasaki Mule - EOD Team
Kawasaki Mule - Special Response Team
Onsite Conex Storage
PPE Replacement (Nomex Tops) - FY22
PPE Replacement (Nomex Bottoms) - FY22
Lifepak CR2 AEDs
Rope Rescue Equipment
Communication Equipment - Police Radio Hand Packs
Communication Equipment - Console
Body Worn Cameras (BWCs) for Stadium Event Officers
Replace End of Life Network Equipment
Replace End of Life End User Equipment
Observation Platforms on SAP Tower
Levi's Stadium Blast Analysis
■ §m•mml ■ l!m!Hlll 1 mm1mm1 ■ Dflilllll ■i!H=ml ■ D~mlll ■i2l 1 ml■ mm111 ■12mm•mm• Apr-18 10 1,592 1,592 1,592 1,592 1,592 7,961
Jun-18 10 699 838 838 838 838 4,051
Jan-19 10 430 1,721 1,721 1,721 1,721 7,314
Jan-19 10 430 1,721 1,721 1,721 1,721 7,314
Sep-18 5 5,948 10,196 10,196 10,196 10,196 46,732
Mar-19 5 3,166 37,986 37,986 37,986 37,986 155,111
Jun-19 10 1,311 1,574 1,574 1,574 6,033
May-19 5 5,702 6,220 6,220 6,220 24,363
Jun-19 5 5,135 6,162 6,162 6,162 23,621
Jul-19 10 704 939 939 939 3,522
Jan-20 10 179 715 715 715 2,324
Oct-19 10 687 1,373 1,373 1,373 4,807
Jul-19 10 1,984 2,645 2,645 2,645 9,919
Mar-21 10 74 883 883 1,840
Mar-21 10 103 1,242 1,242 2,587
Mar-21 3 1,257 15,079 15,079 31,415
Oct-20 10 2,596 5,191 5,191 12,979
Nov-20 10 746 1,791 1,791 4,328
Apr-21 10 3,150 3,150 6,300
Mar-21 5 75 903 903 1,882
Mar-21 5 16 190 190 397
Mar-21 5 1 14 14 30
Mar-21 5 5 61 61 127
Mar-21 5 27 330 330 687
Mar-21 3 544 6,525 6,525 13,593
Mar-21 2 246 2,946 2,701 5,892
Nov-20 10 15,037 36,089 36,089 87,216
Nov-20 5 1,145 2,749 2,749 6,642
Mar-21 5 379 4,547 4,547 9,473
Oct-20 5 14,946 29,892 29,892 74,731
Oct-22 Est 10 45,000 45,000
NIA NIA l>
Oct-22 Est 20 1,750 1,750
Oct-22 Est 5 2,500 2,500
Oct-22 Est 5 3,125 3,125
Oct-22 Est 10 6,000 6,000
Oct-22 Est 5 8,200 8,200
Oct-22 Est 5 800 800
Oct-22 Est 5 300 300
Oct-22 Est 5 7,900 7,900
Oct-22 Est 20 2,500 2,500
Mar-22 Est 10 1,587 19,050 20,637
Mar-22 Est 5 101 1,208 1,308
Mar-22 Est 5 57 685 742
Nov-21 10 2,098 5,035 7,133
Nov-21 10 2,563 6,151 8,714
Mar-22 Est 10 105 1,260 1,365
Oct-22 Est 10 1,250 1,250
Oct-22 Est 10 1,000 1,000
Oct-22 Est 10 200 200
Oct-22 Est 5 575 575
Oct-22 Est 5 326 326
Oct-22 Est 7 1,429 1,429
Oct-22 Est 5 200 200
Oct-22 Est 10 21,875 21,875
Oct-22 Est 10 4,000 4,000
Oct-22 Est 5 9,000 9,000
Oct-22 Est 7 7,500 7,500
Oct-22 Est 5 1,592 1,592
Oct-22 Est 5 7,500 7,500
Oct-22 Est 5 12,500 12,500
Totals l $ - l $ 12,264 l $ 69,757 l $ 110,881 1 $ 191,778 l $ 365,430 1 $ 750,110 NFL (StadCo) Events 10 10 12 12 10 10 64
SCSA Events 10 9 5 5 0 4 33
StadCo Proportion 50% 53% 71% 71% 100% 71% 66%
SCSA Proportion 50% 47% 29% 29% 0% 29% 34%
•··
StadCo Depreciation I 6,455 49,240 78,269 191,778 261,022 586,763 SCSA Depreciation I 5,809 20,517 32,612 104,409 163,347 ,.: : :-
DRAFT 2/18/2022

STADIUM
2022 Non-NFL Events
Marketing Plan
January 31, 2022

DRAFT VERSION
Table of Contents
Executive Summary ....................................................................................... 2 Levi's Stadium Event Definitions and Profiles ........................................................ 2 Levi's Stadium Special Events ........................................................................ 3 Looking Back ................................................................................................. 3 Looking Forward ............................................................................................. 9 Levi's Stadium Public Events ........................................................................ 11 Looking Back ................................................................................................ 11 Looking Forward ........................................................................................... 13 Conclusion ................................................................................................. 15 1 DRAFT VERSION
Executive Summary
In 2021, the Levi's® Stadium Non-NFL Event business actively filled the pipeline for.future years' events and hosted events where feasible despite the devastating impact of the pandemic on the in-person ·events industry. Stadium Manager simultaneously focused on ensuring future event opp.ortunities by reconnecting with past clients and reaching out to new prospects. Additionally, Stadium Manager ensured the f~ture of Public Events by hiring the Head of Public Events. ·
Looking ahead, Stadium Manager will take advantage of the return of in-person events to add to the already strong existing customer base. In order to successfully execute on this strategy, the Stadium Manager will foci.is on the following key init_iatives:
• Building relationships through proactive outreach, strategic networking, and hosting prospecting events
• Generate .sales campaigns and advertising opportunities including both organic assets and third party partners .
• Fully staffed sales and event management teams to drive revenue opportunities and provide the highest level of client service ·ar:id guest satisfaction Stadium Manager's strategy requires flexibility and contingency planning to accommodate for potential setbacks caused by the pandemic or in relation to the pandemic. With the right talent in place and the foundation of strong industry relationships and partnerships across Sant~ Clara. with the Santa Clara Convention Center, Great America, hotels and more, Stadium Manager will be positioned to take advantage of increased event opportunities and drive revenue to the Non-NFL Events business.

Levi's Stadium Definitions and Profiles:

The venue's Non-NFL Event business is comprised of two over-arching event categories: Public Events and Special Events:

Public Events are stadium-wide; ticketed events open to the public. The Stadium has successfully executed-a variety cif different events that have brought greater fandom and economic impact to the local market. Spanning numerous leagues, sports, and attractions, Public Events have helped establish Levi's Stadium as an iconic venue. These high-profile events keep Levi's Stadium in the limelight, which is a significant factor in driving the Special Events category of the Non-NFL Event business.

Special Events are private, usually non-ticketed and exclusive events, subject to the event's nature and the client's objectives. These events span a wide range, from weddings to corporate anniversaries, charitable fundraisers, and conferences, and make up the vast majority of the venue's event calendar. The Special Events sales pipeline is driven primarily by relationships formed with local companies, as well as our reputation and established experience in hosting a variety of events, and the luster of hosting at a venue known for hosting such high-profile events as 49ers games, Super Bowl, COPA America, NHL Outdoor. Stadium Series, Wrestlemania, and famous artists' concerts.

Therefore, we are not only focused on the immediate health and profitability of our business, but also the connections we create with clients and opportunities to innovate the venue's guest experience. 2 DRAFT VERSION
Levi's Stadium Special Events
Looking Back:

After a year that annihilated the events industry, 2021 saw continued challenges due to government regulations and the waves of Delta and Omicron variants of Covid-19. After a high rate of staff turnover due to furloughs and departures for personal and professional reasons, the Special Events team went from seven to three team members by June of 2021. Additionally, client engagement and sales activity slowed down due to continued concerns about COVID-19 and when the stadium might reopen for Special Events.

The Special Events team continued to actively engage with prospects through direct outreach and marketing campaigns, which included email blasts and social media posts. After nearly 17 months of being closed to Special Events, the stadium reopened in July for a wedding proposal and a celebration of life event. The Special Events team was very excited for the return of business and began to prepare for the upcoming fall/holiday season, understanding the calendar might look a bit different than prior years.

Unfortunately, just as leads were picking up, the Delta variant began to spread around California. Although some clients decided to postpone events all-together, others were determined to host an event and postponed by only a couple months. What followed was a roller-coaster ride of event leads and bookings.

Once business picked back up and hopes were high, Omicron variant became the concern and events were postponed · again. Even with the limitations and setbacks, the Special Events team was able to successfully host nine in-person events in 2021 which was a huge win. Client feedback was positive, with an average score of 4.7 out of 5 for overall experience, and guests were able to enjoy the hospitality and unique features of Levi's Stadium once again.
2021 Goals

1. Rebook Cancelled or Lost Business due to Coronavirus At the start of the year, one of the goals for the Special Events team was to focus on the cancelled/lost business from the previous year. When the 2021 Marketing Plan was coming together, there was a certain level of optimism that the Meetings and Events industry might return by late spring. The sales team continued to remain informed on state and local guidelines and make adjustments to outreach and communication accordingly. In July 2021, Levi's Stadium reopened its doors to the first in-person event since February 2020. Although it was an exciting time for the stadium, the return to hosting special events was slower than expected. The continued concern around the health and safety of event attendees, as well as the COVID-19 variants that circulated in the later part of the year, deterred many clients from signing event agreements in 2021. In addition, most offices in Silicon Valley were closed as employees were encouraged to work from home when possible and not meet in large groups.

The Special Events Sales Team worked closely with clients who decided to cancel their events in 2020 to try and rebook them in 2021. Given the circumstances, most clients deferred conversations to 2022, however a handful did rebook within the 2021 fiscal year including a large non-profit gala, an association event, a high school winter formal and a corporate reception. In addition to the events that rebooked, the Sales Team has remained in conversation with prospective clients that were categorized as "lost business" in 2020. Of the 15 qualified leads on the 2020 "lost business" list, five proposals were sent out for events in 2021 and 2022. Ultimately those clients decided to wait until 2022 to host their events. 3 DRAFT VERSION

2. Utilize Marketing Budget to Regenerate Active Event Pipeline Given all the challenges of selling and operating in-person events during a global pandemic, the Special Events team made sure to utilize both internal and external resources to continue to market the stadium as a first-class event venue. This consistent output of creative marketing content, combined with strategic third party ad placements and active involvement in the local meetings and events industry, generated a strong pipeline of leads and interest from prospective clients.

Digital Advertising
In addition to internal marketing through e-mail blasts and social media posts, the Special Events department worked with two event industry media outlets to help promote events at Levi's Stadium through email advertising .

The first is the Silicon Valley Business Journal (SVBJ), a valuable resource due to its strong database of Silicon Valley and Bay Area business. Given that a majority of the Special Events business comes from the South Bay, SVBJ is an effective way to connect with companies and event planners most likely to book events in Santa Clara.

The second is Unique Venues, a marketing organization committed to bringing together one-of-a kind event venues with meeting planners who are looking for something new. It represents thousands of non-traditional properties throughout the United States and Canada for a variety of both traditional and nontraditional events. Event venue types include stadiums and arenas, colleges and universities, conference and business centers, and historical venues. Unique Venues offers a multitude of marketing products including a magazine, website, lead generation marketing , as well as educational conferences and resources. By working with Unique Venues, the Special Events sales team was able to connect with both the national database as well as the west coast database through two separate email advertisements . In addition to the email advertisements, Unique Venues included an upgraded venue listing page on their website for Levi's Stadium.

Client/Prospecting Events
Each year, the Special Events team hosts an event at the stadium for past, present and prospective clients and industry partners. The goal of hosting the event in 2021 was to provide an opportunity for the sales team to reconnect with meeting and event planners, discuss the future of events in a post-COVID environment and provide an opportunity for networking. Due to the challenges brought on by the ongoing pandemic and budget restraints, this event was postponed. The sales team will plan to host a similar event in 2022 which is mentioned below in the "Looking Forward" section.

While the sales team prepared for the Stadium to reopen and in-person meetings and events to return, they launched a "Reconnect Over Coffee" campaign. Invitations for a virtual coffee meeting were sent out to prospective clients and when an invitation was accepted, a coffee gift card was sent to the prospect. Of the 3,802 emails sent to prospective clients, 917 emails were opened with 169 unique clicks (number of clicks within the email.) From this campaign, 57 clients requested a meeting to discuss event opportunities and from those meetings, the sales team received four requests for proposals (RFPs) which resulted in one booked event. The entire campaign cost just under $600 and resulted in 200K of booked gross revenue. The prospects from this campaign will remain on the sales team's outreach list for 2022 for follow up communication and check-ins . 4 DRAFT VERSION
Sales Events/Tradeshows
In October, the sales team attended All Things Meetings which is an events industry networking program that hosts approximately 300 qualified Bay Area and Silicon Valley event planners, corporate event professionals, and destination marketing professionals. There are also over 150 event venues and service providers that exhibit at All Things Meetings. The event draws qualified planners and event professionals interested in hosting events that fit the Levi's Stadium venue model and budget. By participating in All Things Meetings, the Special Events Sales team is given access to the event invitation list, which includes over 500 event planners. The in-person event allows the sales team to meet and interact with clients face to face, set follow-up meetings and calls and address a client's event needs on the spot.

In November 2021, the Senior Manager of Event Sales and Business Development attended IMEX America in Las Vegas, Nevada. IMEX America brings together a large cross-section of the global and U.S. business events community, providing the traditional exhibition hall, networking events, and educational courses, along with the hosted buyer program which matches event planners with event suppliers based on prerequisites provided by the planner. This year's conference welcomed over 10,000 participants. ·'Attending this event, provided the sales team with valuable face-to-face time with both local and national planners and industry partners. This included meetings with various Convention & Visitors Bureaus (CVBs), Destination Management Companies (DMCs), and other comparable venues in California and nationally. In the weeks following IMEX, the sales team received three leads from a client contact made at the conference. The Special Events Sales team is looking forward to returning to IMEX America next year as the meetings and events industry continues to rebound.
5 DRAFT VERSION
Swag/Gifts
Each year the sales team budgets for swag that can be handed out at sales networking events, tradeshows and conferences and given to clients during site visits. Branded swag or "giveaways" is considered an industry standard at networking events and tradeshows as well as site visits and some business meetings, adding value and increasing brand awareness. Most event planners and industry professionals look forward to receiving swag and are especially excited to receive items with popular branding like the Forty Niners logo. The Special Events team typically utilizes a combination of Forty Niners branded items and Levi's Stadium Special Events branded items.

Examples of past Levi's Stadium Special Events branded items include pens, notebooks, lip balm, hand sanitizer, clear tote bags and clear fanny packs. Due to the reduced number of in-person networking events and lower attendance rates, the sales team was able to utilize past inventory and extra Forty Niners swag that is provided for free by the Forty Niners.

During the holidays, the Special Events team sent candy gift boxes to existing clients and prospective clients. The candy box was sent as an email notification and when the client/prospect claimed the gift, they were able to select their own candy options and enter their address of choice for delivery. Clients responded with delight and gratitude and commented on the unique gift idea writing it was "so fun and special" and "Thanks so much for thinking of me. Hope to plan an event with you soon!".

3. Partnership with the Santa Clara Destination Marketing Organization At the start of 2021, the Director of Special Events joined the Santa Clara Destination Marketing Organization (OMO) Board of Directors. The goal of this partnership is to help rebuild and develop the OMO business in Santa Clara, with a focus on large city wide event bookings. With this role, Stadium Manager is actively involved in discussions and actions related to selling and marketing Santa Clara as an event destination It also supports the Santa Clara Convention Center (SCCC) and the Santa Clara Tourism Improvement District (TIO) by providing stadium sales collateral and client access when requested. In addition to these contributions, the Director of Special Events currently holds the position of Vice-Chair and participates in multiple board committees. Outside of the role and responsibility of the board position, the Director of Special Events understands the importance of this organization's success to the longevity of the meetings and events business in Santa Clara. Stadium Manager looks forward to continuing this partnership and providing a valuable resource to the city as an incentive to bring large events to Santa Clara.
2021 Key Wins/Strengths
Booked and Actualized Revenue - With all of the challenges and unknowns that were ahead of the sales team at the start of 2021, one of the major wins for this year was booked and actualized revenue. At the start of the year, the sales team was unsure when the stadium would re-open for private events and when clients would feel comfortable hosting in-person events again. With a handful of postponed events from 2020, the team began to rebuild the pipeline from the ground up.

The first achievement was booking the events since many clients were hesitant to commit given the circumstances. After the team was able to book events, the next goal was to actually host the events. Between April and December of 2021, the sales team booked 14 events, two of which were cancelled, one was postponed until March of 2022 and two were postponed until the following fiscal year. The remaining nine events were successfully executed in the 2021 fiscal year.

Marketing Campaigns -Without the ability to meet in-person for the first half of the year, the sales team came up with a marketing plan to push out creative content to remain top of mind with 6 DRAFT VERSION
prospective clients and event professionals. Consistent communication and timeliness is key when selling an event venue. It's difficult to know when a client will be searching for an event venue so it's imperative that outreach and marketing is consistent and the message is clear. Starting in June, the Special Events Sales team created a monthly email blast centered around a theme relevant to the time of year or current industry trends. The goal of these campaigns was to capture the reader's attention and encourage them to click on the email and engage with the brand through the Special Events website or an event inquiry form. The sales team utilized both free assistance from the Forty Niners, as well as external industry partners to distribute the content. The internal email blasts were sent to past and prospective clients, including the 1,300 prospects added from the 2020 sales campaign . In an effort to amplify the brand to a larger database, the sales team worked with the Silicon Valley Business Journal and Unique Venues to create and execute two email advertisements sent out to each organizations unique client list.

Below is a sample of the campaigns along with the performance data tied to each email blast. As illustrated in the table below, 124,805 emails were delivered and 24,583 emails were opened collectively. The internal and external email blasts are highlighted in different colors to show the variations in data based on the size of the database and distribution source. In comparison to the dedicated email performance averages, provided by the Silicon Valley Business Journal, most of the campaigns performed above average.

Marketing Campaign Data
Third Party E-Blast Advertisement
Internal E-Blast
Campaign Name
Welcome Back (SVBJ)
Welcome Back
Think Outside the Ballroom
Pepsi Deck Movie Night
Holidav - Pop the Cork (SVBJ)
Holiday- Pop the Cork
Unique Venues Introduction - National
Unique Venues Holiday - West Coast
Holiday Partv Check List
November - Client Holiday Gift Sent Out
2022 Sales Kickoff
Date Emails Delivered
6/1/2021 31,887
6/16/2021 3,958
7/10/2021 3,858
8/17/2021 4,060
9/2/2021 30,834
9/14/2021 3,983
10/8/2021 33,909
10/15/2021 4,318
10/14/2021 3,936
12/7/2021 4,062
Total 124,805
Provided b SIiicon Valley Business Journal
Dedicated EmaJI Performance Averages
Unique Open Rate(% Opened)
Unique Click Through Rate(% Clicked)
Uni ueCllck To Open Rate (CTOR)
Average

17.71%

0.32%

1.78%
Ranges

7.10-25 .80%

0.10-4.10%

0.10 -18.W%
Emails Opened %Opened Clicks % Clicked CTOR•
5,541 17.38% 100 0.31% 1.80%
1,162 29.36% 141 3.56% 12.13%
1,017 26.36% 122 3.16% 12.00%
1,198 29.51% 283 6.97% 23.62%
5,377 17.44% 72 0.23% 1.34%
939 23.58% 111 2.79% 11.82%
5,971 17.61% 2029 5.98% 33.98%
1,320 30.57% 186 4.31% 14.09%
924 23.48% 115 2.92% 12.45%
1,134 27.90% 112 2.80% 9.90%
24,583 3,271
*Click to Open Rate (CTOR): Compares the number of unique clicks (clicking within the email) to unique opens (number of emails opened.) This number indicates how effective the campaign was and if it generated enough interest for the reader to engage. 7 0 A TRADmON OF HOSPITALITYTHAT COHTINUES,
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Department Structure/New Hires -In the first half of 2021, the Special Events team experienced turnover with 4 team members leaving the team due to personal and professional reasons. This included staff that was furloughed in 2020 as well as staff that left for job opportunities in other states where the event industry was less impacted. Although it was tough to lose the team members, it also provided a unique opportunity to rebuild the Event Sales and Event Management team. In August, an Event Manager was hired to plan and execute booked events and assist the sales team as needed during the proposal and sales development period. This person joined the team with 14 years of event management and venue operations experience including venues managed by Caesars Entertainment and Live Nation Entertainment Inc. She has quickly learned how to navigate the unique features of a stadium and help clients build value through event activations and on-of-a-kind experiences. In October, a Sales Manager was hired to support the returning events business and continue to build a strong pipeline with outbound sales and networking efforts. This person came from the destination management sector and is very familiar with the Bay Area and the South Bay specifically.

Strong Client Survey Scores - If clients and guests are not satisfied with their experience, the business will not growth and thrive. As a part of the standard operating procedures, the sales team sends a post-event survey to each client after the event. The purpose of this survey is to gather feedback related to the sales, planning, and event execution process and provide clients with an opportunity to score their experience working with the stadium staff. Of the seven survey responses collected from nine clients, six out of seven scored the overall experience a "5 out of 5." From the sales process, to event planning and management, all the way through to event day execution, the Levi's Stadium Special Events team considers customer service to be paramount to the success of the business. Positive feedback is celebrated and constructive feedback is presented back to the team to improve on for the next event. Hosting a successful event is a team effort and requires collaboration, communication and strong relationships between all supporting departments and third party partners.

Looking Forward:

1. Fully Staffed Department
In 2021 the Special Events team was focused on returning to in-person events and rebuilding the sales pipeline. This process took longer than expected with a few setbacks along the way tied to COVID-19 and its variants. That being said, the stadium successfully executed nine private events in 2021 and has seven booked events already on the calendar for the 2022 fiscal year, along with a strong list of prospects. If the health and safety concerns related to COVID-19 do not spike again and the local government continues to allow in-person events, the Special Events sales team expects leads to increase resulting in more booked events. Given this scenario, it's likely that late spring and summer will become a popular time for companies to return to in-person events and take advantage of the weather and utilizing outdoor event spaces. If this is the case, the Stadium Manager plans to hire up to three additional staff to support the Special Events business. These positions will be considered as the pace of event sales increases and more events are actualized, requiring additional staff to sell and execute a growing events business.

2. Monthly Sales & Marketing Campaigns
Given the success of the sales and marketing campaigns in 2021, the Special Events team will continue to develop strategic campaigns in 2022. The goal of these campaigns will be to spark curiosity and open up conversations about what's possible when hosting events at Levi's Stadium.

The team plans to execute one email blast or advertisement each month, utilizing the existing 9 DRAFT VERSION
database in addition to new contacts obtained through outbound sales efforts, industry sponsorships/events and other industry resources. Monthly marketing campaigns will not only keep Levi's Stadium top of mind to its viewers, but also help to educate people on what events can look like at a unique venue like an NFL stadium.

3. Event Industry Partnership
In 2022 the Levi's Stadium Special Events team is looking to partner with an event industry organization on a package that will help amplify the brand, increase prospective leads and ultimately lead to new bookings. An ideal package would include access to events and partnership recognition, online and/or email advertising, access to the event attendee lists (prospect list) in addition to other unique marketing opportunities. Considering the current situation with COVID-19 variants, the goal of this partnership will be to connect with companies that are more likely to host in-person events once it is safe to do so. In the past, the Special Events team has experienced success with industry organizations such as the Admin Awards and Meeting Professionals International Northern California Chapter (MPINCC). The team will continue to research new opportunities to be able find a partnership that will ultimately move the business forward in sales and visibility for the upcoming year and beyond.

4. Client Prospecting & Industry Partner Event
As mentioned above, the Special Events team was not able to host an in-person client and industry partner event in 2021 due to COVID-19. Looking forward to 2022, the team has a goal of hosting at least one in-person cl.ient event which would include past and prospective clients, as well as local industry partners. The event will provide an opportunity for clients to experience Levi's Stadium as a private event venue, in addition to its most iconic role as home to the San Francisco 49ers. Many event planners assume a stadium is too large for their event or may not have the space and/or capabilities they require. It's not until they have a chance to speak with the sales team and tour the stadium that they truly understand Levi's Stadium can be utilized like a traditional event venue but with a one-of-a-kind experience. Whether it be the expansive outdoor spaces like the plazas, patios and field area, or the beautifully designed indoor premium club spaces, clients have a variety of options when it comes to event activations at Levi's Stadium.

In addition to educating prospective clients on what Levi's Stadium has to offer, the event will bring together event professionals and industry partners for a valuable opportunity to reconnect and network. As the meetings and events business continues to rebuild and return to the Bay Area, more industry events will be held in-person and Levi's Stadium hopes to be a resource in that aspect. The Special Events team believes the success of Non-NFL Events at Levi's Stadium is not only built around positive client relationships but also strong industry partnerships. When event industry suppliers and vendors work together to find solutions for their clients, everyone wins. 10 DRAFT VERSION
Levi's Stadium Public Events
Looking Back:

Since 2014, Levi's Stadium's Public Events have brought in the world's biggest acts and sporting events, driving revenue and showcasing the venue and City of Santa Clara on the international stage.

In addition to bringing in revenue via tickets, ticketing fees, food and beverage, and merchandise, Public Events also drive the Special Event business, enticing corporate and social clients to book private events at Levi's Stadium based on its popularity and prominence in the sports and entertainment industry.

Additionally, these marquee events also drive value for SBL holders, wtio have committed more than $5Q0M to Levi's Stadium, and purchased over $17M in Public Events inventory at the stadium. Priority ticket presale access gives SBL Members a chance to purchase some of the best seating locations and inventory available for many events and shows prior to the general pu~lic.

SBL Members have already purchased thousands of tickets, accounting for $500K in sales, for the two 2022 concerts that went on sale this past Fall. ·
San Francisco-based Levi Strauss & Co., the owner of the Levi's® brand, is one of the world's largest brand-name apparel companies and a global denim leader. LS&Co. invested in the building of Levi's® Stadium back in 2013, with a 20-year naming rights agreement. As an iconic pop culture brand that has maintained a strong connection to the music industry for more than 60 years, Levi's® derives significant brand value and sponsorship activation opportunities from concerts and other major events at Levi's® Stadium. The planned return of major musical acts to Levi's® Stadium in 2022 will strengthen the relationship with Levi's® as it approaches the midpoint of their partnership agreement with the venue.

The global pandemic decimated the 2020 live entertainment business, with the effects impacting the entire 2021 schedule. In 2022 and 2023 there is an expectation to bring the large scale event business back_on track with a robust concert and soccer calendar. The Public Events team will continue to actively engage with all potential partners, promoters, artist agents, booking agents, and sports club/league leadership in order to position Levi's Stadium in a place to host as many of these tours and events as possible.

1. Public Events secured for 2022
The Public Events team was able to successfully secure three large scale concerts, announcing tour stops for Coldplay in May, Red Hot Chili Peppers in July, and an additional artist in August. Coldplay will be the first Public Event to be hosted at Levi's Stadium emerging from the COVID pandemic. All three concert bookings were a testament of the Stadium Manager's dedication and continued outreach to promoters during a time when all live entertainment was halted.

2. Head of Public Events
In order to capitalize on a strong 2022 and beyond it was essential for the Public Events team to hire an executive to oversee this vertical.of the business for numerous reasons.

Artist management, tour managers, and promoters were already actively working on tour routing, event holds and negotiations for shows in 2022 and beyond. Promoters were eager to lock in concerts and go on sale as soon as possible to capture pent up consumer demand from the past year and a half. It was 11 DRAFT VERSION
essential that the Stadium Manager had the resources in place to be responsive and proactive in our communications and engagements with these parties.

Outreach and daily contact is another imperative component to the booking process. We must stay top of mind with these parties as they map out their upcoming tours. Additionally, there is a high expectation of quick and instant responses when promoters are in need of additional information regarding calendar availability, expense estimates, agreement and term negotiations, and ticket information. With a busy slate of inquiries already in play, the ability to balance the requests and expectations of promoters would have been difficult without the proper resources and this position in place.

The Stadium Manager was successful in staffing a Head of Public Events who lives and works exclusively within the Public Events space. This key executive position now runs Public Events from start-to-finish, from sourcing to settlement. This executive balances their time between promoter interactions for booked and prospective events, and communications with all internal parties.

Hiring this role was essential in capitalizing on abundant opportunities for the 2022 calendar and beyond.

With more events and tours in the works than ever before, it was essential that we were properly staffed in a manner that allows us to not only fill up the calendar, but also fully evaluate, sell, and market each event properly.

The individual hired into the role provides a notable background in the event industry from both the private and public event sector. Experiences range from developing strong relationships with promoters to negotiating and booking public events in pavilions, arenas, and stadiums across various markets. The Head of Public Events previously booked private events at Levi's Stadium and comes with exceptional internal relationships and a thorough understanding of Levi's Stadium Special Events.

3. Proactive outreach based on travel and entertainment budget approval The Public Events team was able to begin proactive outreach to promoters and schedule in-person meetings based on the approval of a proposed travel and entertainment budget. These in-person touch points are crucial to the growth of the Public Events business and building relationships with key decision makers within the industry.

Immediately following the approved budget, the Head of Public Events attended the Leagues Cup Final at Allegiant Stadium where time was spent with the Major League Soccer I Soccer United Marketing team.

Cultivating this existing relationship was influential to the continued partnership, as Levi's Stadium is now a top contender for upcoming high profile international soccer matches.

The Head of Public Events also attended the VenuesNow Conference in Seattle. VenuesNow brought together the leaders, influencers, and visionaries that help create a positive disruption in the sports and live entertainment venue industry. A majority of the attendees held the title of Director or above and represented various sectors of the business. Attendance at this conference was used as a key networking opportunity to cultivate relationships within the live entertainment industry. The relationships built at VenuesNow have been leveraged into expanding on promoters' interest in booking events at Levi's Stadium.

Upon the approved travel and entertainment budget outside of conferences, The Head of Public Events was also able to secure three consecutive days of meetings in Chicago with multiple promoters and Tour Directors from Live Nation and AEG, all of which are looking at Levi's Stadium for potential shows in 2022, 2023 and beyond.
12 DRAFT VERSION
Looking Foiward:

1. Continued proactive outreach, networking and relationship building In order to maintain the success of the Public Events business, it is necessary to continue to be proactive with networking and relationship building with key players in the live entertainment industry. This includes repeat visits and touch points to promoters that Stadium Manager has an established relationship with, along with developing new relationships with influential decision makers within the industry.

Stadium Manager will look to build upon the budget that was approved in 2021 in order to maintain top of mind and relevant in within the industry and decision makers. This will allow the Public Events team to continue to book in person meeting with top level executives and attend conferences where networking opportunities are prevalent.

Repeat visits and touch points with promoters that currently book event at Levi's Stadium will assist with solidifying and strengthening the existing relationships. Along with continued outreach to promoters Stadium Manager has existing relationships with, we will also layer in outbound meetings with promoters and decision makers who have not held events at Levi's Stadium in the past. Stadium Manager strives to be proactive in looking for new marquee events and revenue generating opportunities to bring to the City of Santa Clara.

Stadium Manager realizes SBL holders have committed more than $500M to Levi's Stadium and offering the ability to attend Public Events outside of the NFL realm is an indispensable part of what they have purchased. Promoters place a strong value on the ability to market to both the SBL Member list and stadium marketing databases - it is one of the first topics of conversation with new promoters who have not previously worked at Levi's Stadium.

2. Weekday curfew extension
With the new process in place for weekday concerts the Stadium Manager will work diligently with promoters in order to capitalize on tours that were previously unable to make stops at Levi's Stadium due to the need for a weekday calendar date. In previous years the Stadium Manager was forced to pass on artists who could only route shows in the Bay Area during weekdays as the music ban hindered them from playing at Levi's Stadium. The new waiver extension has now opened the door for the Stadium Manger to aggressively and proactively go after mid-week shows. Communicating this change to promoters is essential as promoters were no longer including Levi's Stadium as routing options for weekday shows.

3. Leverage Organic Assets - NFL Event, non-event day promotional opportunities, and organic marketing assets
To help increase popularity, viewership, and demand for Public Events, the Stadium Manager expects to continue promoting Public Events at 49ers home games and utilize non-event day advertising opportunities.

While this has been an effective strategy for past Public Events, the Stadium Manager will look to increase and prioritize promoting Public Events at NFL events, with the expectation of increasing a Public Event's 13 DRAFT VERSION
demand while bringing new, diverse audiences to our non-NFL events. Furthermore, the Stadium Manager will increase efforts to capitalize on NFL activities· as opportunities to promote upcoming Public Events.

These promotions at NFL Events, and on the exterior LED panels on Levi's Stadium, will need to be negotiated with the 49ers, and the costs of the promotions will be borne by Public Events.

Examples of video board rotations visible to daily Tasman foot and vehicle tratfic.

Example of large video board promotions during a 49ers regular season game. 14 DRAFT VERSION
Additionally, Public Events are promoted through a full slate of owned digital channels including creating an event listing page for each event on the levisstadium.com website, and promotion of ticket sales via monthly emails to Levi's Stadium email subscribers. Mobile application push notifications and social media posts will also raise awareness and promote sales and suite/group rentals where applicable.

Examples of promotion of ticket sales via monthly emails to Levi's Stadium email subscribers .

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Conclusion
In conclus ion, we are confident the Levis Stadium's Non-NFL Event Marketing Plan has accurately outlined a strategic approach that will continue to drive revenue and attract high-imp act events. Continued client outreach , stewardship , intentional marketing initiatives, and collaboration will significantly amplify the future success of the business.
15 .

Attachment 4

Stadium Authority Budget Policy

SCSA Board Policy Manual
Proposed
March 15, 2022

Stadium Authority Board Budget Policy

The Santa Clara Stadium Authority (Stadium Authority) has a responsibility to the Santa Clara community, its financing agencies, the Forty Niners Stadium Management Company (ManCo), and other stakeholders to manage the Stadium finances wisely and with transparency and to plan for the provision of services desired by, and in the best interest of, the public.

The Proposed Operating, Debt Service, and Capital Budget fo r the Stadium Authority is developed as required in the Stadium Aut hority Management Agreement, Section 4.6:

Annual Operating Budget. The budget provides the necessary funding to administer the duties of the Stadium Authority, including:

 Funding for operating the Stadium for Non-NFL events through ManCo,  Advancement of the FY 2021/22 Work Plan;
 Payment of debt service obligations; and,
 Maintenance of a five-year capital plan.

Through the Management Agreement, ManCo is held to a Standard of Care as outlined in Section 2.9 of the Management Agreement, which states:

2.9 Standard of Care. Subject to the limitations set forth in this Agreement, the Budget, and the Stadium Lease, the Stadium Manager shall exercise prudent, commercially reasonable good faith efforts in managing and operating the Stadium in accordance with the terms hereof so as to (a) maintain the Stadium in the Required Condition and operate the Stadium as a quality NFL and multi-purpose public sports, public assembly, exhibit and entertainment facility, to a standar d of quality comparable to other similar facilities (except that the parties recognize that portions of the Stadium may be in need of capital upgrades); (b) control Manager Operating Expenses, StadCo Operat ing Expenses and Stadium Authority Operating Expenses; and (c) maximize Operating Revenues.

This policy is designed to provide standards for financial decision-making consistent with applicable law, agreements, and debt covenants and establish parameters for directing the financial affairs of the Stadium.

This policy is meant to be dynamic and is su bject to change as the needs arise or when additional information is available. All amendments will be approved by the Stadium Authority Board (Board) at a public meeting.

A. Budget Objectives:

1. Ensure proper governance and accountabilit y as reflected in the annual budget.

2. Identify needs of the community, ManCo, and key stakeholders (such as Stadium Builder Licens e holders/season ticket hol ders, fans, and event attendees).

3. Inform and communicate clearly and thoroughly to the comm unity as a whole the Stadium Authority’s fiscal position and budget schedule/hearings to actively SCSA
SAN TA Cl.ARA STADI UM AUTIIORITY
SCSA Board Policy Manual
Proposed
March 15, 2022

participate in the Stadium Board’s budget deliberations.

4. Align the budget wit h Stadium Authority Board priorities and duties, as proposed by the ManCo, Stadium Authority staff, and/or Board members.

5. Identify and budget the resources required to perform services and accomplish policy objectives.

6. Ensure the long-term upkeep and maintenance of the Stadium.

7. Set standards to measure, monitor, and evaluate the Stadium Authority’s accomplishment of budget objectives and expenditure of appropriations:
 Quarterly Financial Reports
 Annual Budget Review and Adoption
 Annual Financ ial Statements

8. Focus on business process redesign in order to improve productivity and quality, flexibility, and cost-effectiveness of service delivery (e.g., streamlining, simplifying, reorganizing functions, and reallocating resources).

B. Budget Policy Statements:

1. Stadium Authority Staff will submit a st ructurally balanced budget (revenues will equal or exceed expenses) for Stadium Au thority Board approval to cover annual debt requirements and operating and main tenance expenses. If a structural imbalance occurs, a plan will be devel oped and implemented to correct the imbalance.

2. Stadium Authority Ex ecutive Director will submit the annual proposed budget to the Board in compliance with the relevant provisions of the Stadium Management Agreement in late February/early March for Board review and public input and the Board will adopt the annual budget before March 31 st of each year.

3. The Stadium Authority Budget will comply with all local, including Measure J, State, and Federal legal requirements.

4. The Stadium Authority Budget will provide for adequate maintenance and repair of capital and equipment for the Stadium:
a. An annual capital budget will be prepar ed and approved by the Board as part of the annual budget.
b. A five-year capital plan will be prepared and updated annually. The plan will prioritize all anticipated capital projects.

5. The Stadium Authority will maintain a budgetary control system to ensure adherence to the budget and will use a budge t/encumbrance control system to ensure proper budgetary control. Budgetary appropriation control for expenditures shall be at the fund level.

6. Stadium Authority st aff will prepare quarterly r eports comparing actual revenues and expenses to budgeted amounts.

7. Stadium Authority staff will bri ng forward budget amendments for Board consideration during the year in order to address unanticipated needs, emergencies, or compliance with Stadium agreements.

8. The Stadium Authority Budget will be prepared using the accrual basis.

9. The Stadium Authority Tr easurer is responsible for coordinating the overall preparation of the Stadium Authority’s budget and analyzing its content, reflective SCSA
SAN TA Cl.ARA STADI UM AUTIIORITY
SCSA Board Policy Manual
Proposed
March 15, 2022

of expenses for operations of ManCo and Stadium Authorit y staff, debt requirements, and capital expenses.

 Budget Development Process:

The Stadium Authority Treas urer is responsible for coordinating the overall preparation of the Stadium Au thority’s budget and analyzi ng its content. The goal of each budget development proc ess is that the Budget is presented to the Board and the public at one Study Se ssion and one Public Hearing before its final approval of the annual budget. The following are key steps to the budget development process:

1. In November of each y ear (or before), Stadium Aut hority staff will meet with the ManCo and develop the an nual budget development plan which includes the date that the ManCo w ill provide all necessary documents as required by the Stadium Lease and Stadi um Management Agreement.

2. No later than 45 days prior to the star t of the upcoming fiscal year, the ManCo will provide annual documents as outlined in the Stadi um Agreements, which will be used in the Budget Development Process.
 Stadium Operations and Management Plan ( Source: Stadium Management Agreement)
• Annual Shared Expense Budget w/ Five Year Projection (Source: Stadium Management Agreement)
• Annual Stadium Op erations Budget ( Source: Stadium Management Agreement)
• Annual Public Safety Budget (Source: Stadium Management Agreement) • Capital Expenditure Plan with Five Year Projection ( Source: Stadium Management Agreement)
 Non-NFL Event Marketing Plan ( Source: Stadium Management Agreement)

3. Stadium Authority staff will fully analyze the ManCo’s budget submission including but not limited to the number of FTEs reco mmended and related personnel costs; line item recommended expenses; and strategic fo cus of recommended resources using various tools such as historical expense analysis, incremental increases, and base budget review.

4. Stadium Authority staff will calculate the budget for Stadi um Authority General and Administrative costs (such as staff costs, consulting, audit, legal, and any reasonable and necessary expenses to uphold its support of the Board).

5. Stadium Authority st aff will calculate any necessary funding to be used for the Stadium Authority’s Discretionary Fund.

6. Stadium Authority staff will compile a draft budget incorporating the items provided by the ManCo (see step 2 on the previous page) and calculated by staff and will submit the document to the Stadium Authority Board at a Study Session or Public Hearing for review and seeking input from the public and the Board.

7. Prior to March 31st, staff will submit th e proposed Annual Stadium Authority Budget to the Board for final approval.

SCSA
SAN TA Cl.ARA STADI UM AUTIIORITY

Attachment 5

Stadium Authority Compliance
and Management Policy

SCSA Board Policy Manual
Policy 3.0
Adopted March 27, 2019

Stadium Authority Compliance and
Management Policy

This policy sets the framework for compliance of the mandates of The Santa Clara Stadium Taxpayer Protection and Economic Progress Act (Measure J), passed by the voters of the City of Santa Clara in June 2010 and the management of Levi’s Stadium (Stadium). Measure J was the legislation that approved the development on City-owned land of a Stadium suitable for the exhibition of professional football games and other event subjects, however, to the binding requirements set forth in Measure J to safeguard the City’s General and Enterprise Fund and protect City taxpayers. Measure J was enacted for the following purposes:

1. Generate New Revenue for Santa Clara

2. Create New Jobs

3. Provide Taxpayer Protections

4. Generate Community Funding

To ensure that Levi’s Stadium (Stadium) operates within the boundaries of Measure J and that the Stadium is managed effectively, the Stadium Authority Board (Board) established the following Board priority in January 2017:

 Ensure Compliance with Measure J and Manage Levi’s Stadium

The Board is committed to complying with the regulations of Measure J and governance of the Stadium Authority and its activities through the below framework:
.
 Oversight – effective management of the Stadium
 Commitment – to the citizens of Santa Clara to protect the community and safeguard the City’s General Fund  Compliance – with Measure J and various Stadium agreements  Transparency – to provide information required for decision making  Communication – to keep the public informed of issues related to the Stadium  Adequate Resources – to maintain the necessary resources, including staffing, to effectively manage the Stadium
 Enforcement – to require that Stadium contracts and agreements are accurately followed  Monitoring – perform compliance and financial audits by both internal and external auditors  Corrective Action – audit report of all findings which will require a written response to any non-compliant finding

Stadium Authority Board decisions must be aligned to the voter approved Measure J legislation and evaluation of this initiative must be reviewed against the purpose for which Measure J was established. The intent of the above framework is to provide transparency of conventional activities that the Stadium Authority will engage in to ensure Measure J compliance.

SCSA

SANTA CLARA STADIUM AUTHORITY

Attachment 6

Stadium Authority Budget
Submittal Questions and
ManagementCo Responses to
Questions

SCSA
SAtHA CLARA STADIUM AUTHORITY
Questions for the Stadium Manager
in reference to the
2022/23 SCSA Budget
Per Article 4 of the Management Agreement, RECORDS, ACCOUNTS, BUDGETS AND REPORTS , Section 4.6 states that the Stadium Manager will prepare an annual operating budget for the Stadium for each Fiscal Year (the "Stadium Operations Budget") to meet the scope of services and objectives under this Agreement; such Stadium Operations Budget may include such other information as may be requested by StadCo and the Stadium Authority.

As a result of the City's revocation of the Executive Director's authority to procure goods and services on behalf of the SCSA, as of November 8, 2019, the Stadium Manager must now seek approval from the Board and demonstrate that the Stadium Manager has properly and legally procured goods and services before Stadium Authority contracts may be executed.

Note: SCSA may ask additional questions once the information requested below is provided.

Facility Rent
• Stadium Manager's FY2021/22 projection of $24,762,000 is in line with SCSA's cash receipts to date. SCSA does not have any questions .
• Stadium Manager's FY2022/23 proposed budget for $24,762,000 million is in accordance with the rent reset. SCSA does not have any questions .

NFL Ticket Surcharge (10% of NFL Ticket Revenue)
NFL Ticket Surcharge
SCSA Final Budget
SCSA Actuals/Projections
Stadium Manager's Projection
Stadium Manager's Proposed Budget
$
$
2020/21 2021/22 2022/23
- $ 8,665,000
- $ 9,809,000
$ 9,809,000
10,822,000
• Stadium Manager's FY2021/22 projection of $9,809,000 agrees with SCSA's records as all games have completed. SCSA does not have any questions. 1 SCSA
SAtlTA CLARA STADIUM AUTHORITY
Stadium Builder License (SBL) Receivables
SBL Receivables
SCSA Final Budget
SCSA Actual s/Projections
Stadium Manager's Projection
Stadium Manager's Proposed Budget
2020/21 2021/22
$ 24 ,213,000 $ 23,682,000
$ 24,934,279
$ 26,022,000
• Stadium Manager's FY2021/22 projection is $26,022,000. 2022/23
$ 24,398,000

1. SCSA has received approx. $15 million as of 12/31/2021 leaving approx. $11 million to be collected prior to the end of the year to meet the provided projection. Please provide the assumptions and details behind this projection.

Please see the response in the confidential document.

2. SCSA Board has granted Stadium Manager the authority to setup payment plans for SBL Receivables, and please provide status of Stadium Manager's efforts to secure payment plan compromises with SBL holders, per SCSA's communications, including email on 01/24/2022.

All payment plan agreements have been provided to SCSA staff. • Stadium Manager's FY2022/23 proposed budget of $24,398,000 is $1,624,000 lower than Stadium Manager's FY2021 /22 projection of $26,022,000.

3. Please provide the assumptions and details behind this proposed budget and factors led to this decrease.

Prepayments made by SBL holders impact the amortization schedule every year. The amount of SBL payments due March 1st, 2022 is less than that of March 1st, 2021 by approx. $1M.

New Sales Assumptions
o 1,000 new SBLs sold at an average price of $6,000 ($6M new sales) o 3% gross default rate
o Assumed to be financed 90% of the time at the existing 10-year I 8.5% financing terms
- This also assumes that Owners Club SBL holders will make their March 1st, 2022 payment in FY22, subject to action from SCSA staff. The SBL amendment request for these SBL holders has been pending action from SCSA staff since July 2020.
2 SCSA
SAtlTA CLARA STADIUM AUTHORITY
STR Marketplace (This is an online marketplace where SBL owners can sell their SBLs directly to 3rd parties. Based on an agreement with STR, SCSA receives a portion of these transactions with a minimum $325,000 annual fee due to SCSA).

STR Marketplace
SCSA Final Budget
SCSA Actuals/Projections
Stadium Manager's Projection
Stadium Manager's Proposed Budget
$
$
2020/21
325,000 $
325,000
$
2021/22
325,000
325,000
2022/23
405,000
• Stadium Manager's FY2021/22 projection of $325,000 is in line with SCSA's cash receipts to date. SCSA does not have any questions .
• Stadium Manager's FY2022/23 proposed budget of $405,000 is $80,000 higher than Stadium Manager's FY2021/22 projection of $325,000.

4. Please provide the assumptions and details behind this proposed budget and factors led to this increase.

Total STR Fees of $438k have been collected through December . The assumptions are that for the period of January through June , we would collect the 5-year average seen over this same period. This equates to total fees of $81 Ok.

The SCSA would receive the guarantee of $325k + a 50% share in fees over $650k (i.e. $80k).

5. We noted that current agreement between SCSA and STR will expire in May 2022. Please confirm if the expiration of agreement with STR was considered with regards to revenue for FY2022/23.

Yes, the assumption is that the agreement will be extended on the same terms listed within the expiring contract. This extension will be submitted to the SCSA Board for approval.

Non-NFL Events (Net)
Note: Stadium Manager provided a cash-based budget (which is required for the Trust), therefore, the FY2022 budget reflects the cash payment for activity occurring between 04/01/2021 through 03/31/2022 (SCSA FY2021/22). FY2021 budget/projection and FY2022 budget are related to SCSA FY2020/21 and SCSA FY2021/22 Non-NFL Events, respectively.

6. Please provide the projected Non-NFL Event activity at the gross level (revenues and expenses) for the Stadium Authority's 2021/22 Fiscal Year (April 1, 2021 - March 31, 2022).
a. We noted that activities related to Non-NFL Events were budgeted at a loss of $1 ,304,000 in Stadium Manager's FY2021/22 budget 3 SCSA
SAtlTA CLARA STADIUM AUTHORITY
which is higher than expected loss of $600,000 communicated in March 2021 and included per SCSA's adopted budget. When and how did this budget get developed? This was not approved by the SCSA Board.

As mentioned in prior correspondence , the budget submitted is on a cash basis. The apples-to-apples budget of cash that is being funded for Non-NFL Events during FY21 is $1,304,000.

This includes the following:
■ FY20 $600k loss
• FY21 $600k loss
■ FY21 $104k budget amendment for added headcount
All three of these items were approved by the SCSA Board. b. We also noted that projected loss for FY2021/22 Non-NFL Events were reduced to $1,060,000 from budgeted loss of $1,304,000.

Please note that it is Stadium Manager's duty to disclose material changes in the budget, and please provide details behind Stadium Manager's FY2021/22 budget and projected actuals.

There are no material changes in the budget. Please see above for details of the budget listed. The projected actuals include $510k loss for FY20 NNE activity+ a projected loss of $550k for FY21 NNE activity (this projection includes costs associated with Board approved added headcount).

7. Please provide the budgeted Non-NFL Event activity at the gross level (revenues and expenses) for the Stadium Authority's 2022/23 Fiscal Year (events that will occur April 1, 2022 - March 31, 2023). a. We have noted the comment explaining the anticipated net profit may range from $250k to $1.75 million. Please provide the assumptions and details (including number of events) behind this estimate.

The range assumes that we host 3.5 ticketed events at Levi's Stadium (3 concerts on the low end and 3 concerts + 1 soccer event on the high end). This also assumes approx. 10-50 special events at an average revenue of $70-$90k per event. There is still a tremendous amount of uncertainty around the continual impact of Covid on the special events business (i.e. additional variants, company policies, health and safety concerns, etc.). ·
4 I
SCSA
SAtHA CLARA STADIUM AUTHORITY
I
Non-NFL Ticket Surcharge (Proposed budget calculated using mid-point of estimated range of Ticket Surcharge for Non-NFL Events anticipated to occur between 04/01/2022 - 03/31/2023) Non-NFL Ticket Surcharge
SCSA Final Budget
SCSA Actuals/Projections
Stadium Manager's Projection
Stadium Manager's Proposed Budget
$
$
2020/21
- $
$
2021/22
150,000
2022/23
574,000
• Stadium Manager's FY2021/22 projection is $0 and corresponds to SCSA's projection given no ticketed events were held at the Stadium.
• Stadium Manager's FY2022/23 proposed budget is $574,000.

8. Please provide the detailed assumptions by event category used to calculate this number. Please also include number of events. These assumptions should tie to the Marketing Plan.

As noted on the Annual Stadium Authority Budget, the NNE ticket surcharge of $574,000 is the midpoint assumption for the low and high assumptions for Non NFL Events. This assumes 3 concerts on the low end at an average of approx. 31 k tickets sold per event and 3 concerts + 1 soccer event on the high end at an average of approx. 48k tickets sold per event.

Naming Rights
• Stadium Manager's FY2021 /22 projection and FY2022/23 budget are in accordance with Naming Rights Contract. SCSA does not have any questions.

Senior/Youth Fee ($0.35 per NFL ticket sold)
Senior I Youth Fees
SCSA Final Budget
SCSA Actuals/Projections
Stadium Manager's Projection
Stadium Manager's Proposed Budget
$
$
2020/21
- $
$
2021/22
232 ,000
236,000
2022/23
237,000
• Stadium Manager's FY2021/22 projection is $236,000 and corresponds to SCSA's projection. SCSA does not have any questions .
• Stadium Manager's FY2022/23 proposed budget is $237,000.

9. Please confirm if this proposed budget includes the additional home game added by the NFL.
5 SCSA
SAtlTA Cl.ARA STADIUM AUTHORITY
The assumptions do not include an additional home game. The assumptions · include an additional regular season game versus a pre-season game.

10. Please provide the assumptions and details behind this proposed budget.

The proposed budget assumes $0.35 per ticket sold for nine (9) regular season games and one (1) preseason game.

Interest Income
Interest Income
2020/21 2021/22 2022/23
SCSA Final Budget $ 896,000 $ 56,000
SCSA Actuals/Projections $ 31,645
Stadium Manager's Projection $ 9,000
Stadium Manager's Proposed Budget 15,000
• Stadium Manager's FY2021/22 projection is $9,000.

11. Please provide assumptions and details behind this projection.

This assumes an average of approx. $750 per month in interest income. • Stadium Manager's FY2022/23 proposed budget is $15,000.

12. Please provide assumptions and details behind this proposed budget.

The assumptions for the $15,000 proposed budget includes estimated cash balances for the Capex Reserve, Operating Reserve, and Waterfall Accounts at approx. 0.2% interest rates. If there are different interest rates or cash balances you prefer, please advise.

SCSA Stadium Manager Shared Expenses
Stadium Manager Shared Ex enses
Stadium Manager's Projection
Stadium Manager's Proposed Budget
2021/22
$ 6,750,000
• Stadium Manager's FY2021/22 projection is $6,750,000. 2022/23
9,027,000

13. Please provide the detailed breakout for FY2021 /22 projection in the same manner as the SCSA Annual Shared Stadium Expense Budget (by department and expense type).
6 SCSA

SAIHA CLARA STADIUM AUTHORITY
Please see the attached.

14. Please provide invoices for other consultants and contractors contain hourly billing information such as duties performed and rates of pay. For staffing costs, please provide salaries by position title (without names), actual hours charged to Shared Expenses, hourly rates, benefits, and related costs.

The de-identified staffing cost information requested should not implicate any confidential personnel information. SCSA looks to provide some level of detail to the Board in a timely manner to support these costs, and SCSA is open to getting on a Zoom meeting to review salary details with unique identifier associated with each budgeted position
We are happy to provide all of this info to you and your auditors as we have in prior years. These details can be viewed during the Shared Stadium Expenses year-end audit and review. This includes the names and actual pay for every single Shared Stadium employee. This has been consistent with past practice.

15. For Outside Services cost, please provide the details supporting each expense, including payments, contracts, and invoices.

There is a separate process for providing copies of contracts, invoices, etc. for prior year expenses . We will follow that process.

16. As a reminder, based on Stadium Board direction, supporting documentation is required prior to payment.
• Stadium Manager's FY 2022/23 budget submittal of $9,027,420 is higher than FY2021/22 budget submittal of $7,988,680 by $1,047,740. The table below shows the change of shared stadium expenses at the department level:

Stadium Manager
2021/22 to 2022/23 Change in Budget Submittal of Shared Stadium Expenses Category Security Stadium Ops Engineering Guest Grounds Total $ % $ % $ % $ % $ % $
Total Compensation 11,313 3% 486,830 24% 17 8,543 12% 133,069 55% (1,871) -2% 807,884 Travel, Meals & Entertainment 7,800 n/a 49,100 78% 498 25% 2,006 14% 1,69 5 419% 61,099 Outside Services 96,528 9% 65,300 8% (32,505 ) -4% (19,687) -75% 189,300 113% 298,936 Genera I Supplie s 6,268 36% (26,850) -57% 0% (17,209) -22% 2,400 7% (35,391) Telephone (1,200) -2 0% 24,736 11% (600) -7% 2,832 190% 0% 25,768 %
19%
77%
11%
-20%
10%
Equipment (28,732 ) -3 5% (99,835) -65% 13,106 249% 10,200 31% 4,500 250% (100,761) -36% Uniforms 350 5% n/a 2,750 220% 1,872 4% 0% 4,972 9%
Other 22,250 nLa (22,500) -73% (1,970) -26% (11,547) -2 7% nLa (13,767) -17% Total Compensation 114,577 8% 476,781 14% 159,822 7% 101,536 21% 196,024 65% 1,048,740 13% # of FT Headcount 0% 4 20% 1 7% 1 50% 0% 6 13%
7 SCSA
SAtHA CLARA STADIUM AUTHORITY

17. Please provide an explanation for both the amount changes and headcount changes between department budgets that changed by more than 5%.

Please also provided job descriptions for the 6 new FTE's added for FY2022/23.

The overall increase in Shared Stadium Expenses is largely due to six (6) new full time positions being added to the budget, and field replacement cost assumptions.

The six positions included in the budget are as follows:

Coordinator, Stadium Operations & Logistics
o As events start to come back to Levi's Stadium, this position will support the operations and logistics needs associated with these events. This role is responsible for creating layouts, task lists, and timelines for logistical staff for events.

Procurement Contracts Administrator
o This position will be a key contributor in leading and supporting specific business functions of the procure to pay process in the Procurement Department. This role not only provides support and guidance for procurement and contracting activities, as well as assists with market research and supplier offerings, but also confers with suppliers and manufacturers to acquaint them with procurement policies and procedures.
- Associate Counsel
o This position will support Levi's Stadium operations and events departments in legal and compliance matters. This includes drafting, negotiating, and reviewing contracts and commercial agreements with vendors and clients.

Senior Counsel, Stadium Capital Projects
o This position will support Levi's Stadium operations units in legal and compliance matters, with a primary focus on capital projects. This includes working closely with the legal, procurement, operations, engineering, and finance teams on various construction, repair, and maintenance projects at Levi's Stadium, from concept through project closeout. This position will also coordinate with other team members involved at various points in the procurement and construction process.

Director of Engineering
o This position will provide guidance and day-to-day oversight of the Engineering team, which is primarily made up of Local 39 engineers.

Someone was dedicated to this role in years past, but it has remained vacated over the past few years in an effort to reduce costs brought on by the financial challenges of the pandemic.

Coordinator, Guest Services
8 Utilities
SCSA

SANTA CLARA STADIUM AUTHORITY
o This role will help oversee the guest services inbox, scheduling of Guest Service Representatives and be the first point of contact for any incoming requests, questions and concerns.

The proposed 2022-23 budget also includes three (3) field replacements, as a result of three scheduled or anticipated concerts, versus one (1) field replacement + one (1) partial replacement that was budgeted in 2021-22.

18. For staffing costs, please provide salaries by position title (without names), actual hours charged to Shared Expenses, hourly rates, benefits, and related costs. SCSA is open to getting on a Zoom meeting to review salary details with unique identifier associated with each budgeted position.

As we did last year, we would be happy to meet over Zoom to discuss the details and assumptions for compensation of Shared Stadium Expense employees in the 2022-23 budget.

Utilities
SCSA Final Budget
SCSA Actuals/Projections
Stadium Manager's Projection
Stadium Manager's Proposed Budget
2020/21 2021/22 2022/23
$ 1,264,000 $ 1,586,000
$ 695,999
$ 1,310,000
1,444,000
• Stadium Manager's FY2021/22 projection of $1,310,000 is higher than SCSA's projection.

19. Please provide assumptions and details behind this projection.

The YTD Utilities expenses charged to the SCSA through December are approx . $800k. The assumptions for the remaining months of February and March are approx. $250k each month. It is important to note that this projection excludes any utilities costs associated with the Vaccination Site as those have already been removed from any utility costs charged to the SCSA.
• Stadium Manager's FY2022/23 proposed budget of $1,444,000 is higher than FY2021/22 projection of $1,310,000 by $134,000 .

20. Please provide assumptions and details behind this proposed budget and the factors led to the increase.

The budget of $1,444,000 assumes a rate increase on utilities of 3% and an overall increase in usage and consumption versus Fiscal Year 2021-22 . 9 SCSA

SAIHA CLARA STADIUM AUTHORITY
SBL Sales and Service Expenses
SBL Sales and Service Expenses
SCSA Final Budget
SCSA Actuals/Projections
Stadium Manager's Projection
Stadium Manager's Proposed Budget
2020/21 2021/22
$ 1,967,000 $ 3,448,000
$ 913,471
$ 2,600,000
• Stadium Manager's FY2021/22 projection is $2,600,000. 2022/23
3,351,000

21. Please provide a detailed breakout for this projection similar to Stadium Manager Expenses (Compensation, Travel, Outside Services, General Supplies, etc.).

Please see the attached .
• Stadium Manager's FY2022/23 proposed budget of $3,351,000 is higher than FY2021/22 projection of $2,600,000 by $751,000.

22. Please provide a detailed breakout for this proposed budget similar to Stadium Manager Expenses (Compensation, Travel, Outside Services, General Supplies, etc.) and factors led to this increase.

Please see the attached.

23. Please provide budgeted full-time staff headcounts in FY2021/22 and FY2022/23 for SBL Sales and Service.

Please see the attached.

24. Please provide a detailed breakout for buffet related expenses.

The breakout of buffet related expenses can be viewed on the attached supporting document for the 2022-23 budget.

Use of StadCo Tenant Improvements (based on Exhibit R to the Stadium Lease the Stadium Authority is charged for the use of StadCo assets during Non-NFL events) 10 +-
SCSA

SANTA CLARA STADIUM AUTHORITY
I
Use of StadCo Tenant Improvements
2020/21 2021/22 2022/23
SCSA Final Budget $ - $ 26,000
SCSA Actuals/Projections $
Stadium Manager's Projection $ 3,000
Stadium Manager's Proposed Budget 48,000
• Stadium Manager's FY2021/22 projection of $3,000 is higher than SCSA's projection considering there was no event in FY2021/22.

25. Please provide a detailed breakout for this projection similar to Stadium Manager Expenses (Compensation, Travel, Outside Services, General Supplies, etc.).

This is incorrect. There were catered events held at the stadium during Fiscal Year 2021-22. The projected actuals of $3k are the costs that would be associated with those events per Exhibit R of the Stadium Lease Agreement. • Stadium Manager's FY2022/23 proposed budget of $48,000 is higher than FY2021/22 projection of $3,000 by $45,000.

26. Please provide assumptions and details behind this proposed budget and factors led to this increase .

This increase is due to the assumption of more ticketed and catered events in 2022-23 versus 2021-22.

Stadium Authority G&A Costs
Stadium Authority General and Administrative Costs (G&A) SCSA Final Budget
SCSA Actuals/Projections
Stadium Manager's Projection
Stadium Manager's Propo sed Budget
2020/21 2021/22
$ 3,581,000 $ 5,115 ,000
$ 2/792 ,128
$ 5,115 ,000
2022/23
4,205,000
• Stadium Manager's FY2022/23 proposed budget of $4,205,000 agrees with SCSA's submittal. SCSA does not have any questions.

Management Co Base Fee
• Stadium Manager's FY2021/22 projection of $246,000 and FY2022/23 proposed budget of $253,000 are based on the Management Agreement of 3% increase. SCSA does not have any questions.
11 SCSA

SANTA CLARA STADIUM AUTHORITY
Non-NFL Ticket Fee $2 Discretionary Fund Deposit
• Stadium Manager's FY2021/22 projection and FY2022/23 budget is the full $2 per non NFL event ticket that is deposited into the discretionary fund, not the actual discretionary fund expense.
• The FY2021/22 discretionary fund deposit is projected to be $0. • The FY2022/23 discretionary fund deposit is budgeted at $287,000.

27. Once the questions noted under Non-NFL Ticket Surcharge are answered, additional questions about the discretionary fund expense may follow.

Ground Rent - Base
• Stadium Manager's FY2021/22 projection and FY2022/23 budget both agree with Ground Lease Agreement. SCSA does not have any questions.

Ground Rent - Performance

28. Once the questions noted under the Non-NFL Events (net) section are addressed, additional questions on the performance rent may follow.

SeniorNouth Fee Expense
• Stadium Manager's FY2021/22 projection of $236,000 is in line with SCSA's projection.

SCSA does not have any questions.
• Stadium Manager's FY2022/23 proposed budget is $237,000.

29. Please confirm if this proposed budget includes the additional home game added by the NFL.

As noted above, this does not assume an additional home game. This assumes an additional regular season game versus a pre-season game.

30. Please provide the assumptions and details behind this proposed budget.

Please see answer to this identical question above regarding these assumptions .

Capital Expenditures
• Please see separate document with questions related to Capital Expenditures.

Insurance Expense
• Stadium Manager's FY2021/22 projection and FY2022/23 proposed budget both calculated according to Stadium Lease Agreement.
12 SCSA
SAtlTA CLARA STADIUM AUTHORITY
' 31. Please provide insurance documents for all Stadium-related policies with supporting invoices for premiums.

As discussed with your predecessor, the Stadium Authority's rates are fixed per Section 8.3.1 of the Stadium Lease Agreement that states the Stadium Authority Insurance Share shall be calculated as follows: (i) for the first lease year the Stadium Authority Insurance Share shall equal two million five hundred fifty thousand dollars ($2,550 ,000) and (ii) on the commencement of the second and each succeeding lease year, the insurance shall be increased by three percent (3%). This fixed rate for insurance was included in the Facility Rent calculation as part of Exhibit J.

Each year the SCSA receives a summary of insurance coverages and certificates of coverage.

32. These costs are not reconciled against invoices. How are potential savings of public funds being expended?
Please see answer above. The Stadium Authority 's rates are fixed per Section

8.3.1 of the Stadium Lease Agreement.

Naming Rights
• Stadium Manager's FY2022/23 proposed budget is $91,000 and agrees to the commission schedule .

33. Please indicate if the liquidated damages amount payable to the Stadium Authority and subsequent payment to Levi's has been included in the submitted budget. In addition, provide the calculation for liquidated damages.

Please refer to Section 9 (b) of the Naming Rights Agreement. These calculations are performed "at the end of every three Contract Years during the Term ." Other Expenses
• Stadium Manager's FY2022/23 proposed budget of $723,000 is higher than FY2021 /22 projection of $460,000 by $263,000.

34. Please provide details including a breakdown of staff costs and lender fees and an explanation why it has increased by 57% For staffing costs, please provide salaries by position title (do not provide names), actual hours charged, hourly rates, benefits, and related costs.

This budget is broken out by the following :
13 SCSA
SAtHA CLARA STADIUM AUTHORITY
$623k of Staff Time charged
- $100k of Bank and Admin Fees
We would be happy to meet over Zoom to discuss these details and review salary information of employees who charge to the "Other Expenses" line item. This increase is due to a full year of costs associated with the three (3) positions that were approved by the Board on August 241\ 2021 (Manager, Accounting I Staff Accountant I Sr. Financial Analyst).

35. Please note that the Stadium Authority has reserves all rights to recoup funds and other costs based on Stadium Manager's breach of its obligations under the Management Agreement, including any payments associated with the Financial Management System Implementation.

Prior Year True Ups

36. Please note that prior year true ups are not related to FY2022/23 proposed budget, and inclusion of prior year true ups resulted in lower than expected of Net Cash Flow Available for Debt amount. Please remove amounts related prior year true ups from FY2022/23 proposed budget.

Debt Service
There are no prior year true ups included in the proposed 2022-23 budget. The prior year true ups are included in the 2021-22 projected actuals, and are associated with differences in actual expenses versus the funding of those expenses during the 2020-21 fiscal year. Additionally, these true ups do not result in a lower cash available for debt, but actually increase the cash available for debt payments by reducing the amount of funding needed to cover expenses as prior year expenses were over-funded. By including the true ups, the SCSA actually has an additional $2.5M in cash to pay debt in 2021-22 that would not be available if the true ups were not included.
• Term A Loan Interest:
o Stadium Manager's FY2020/21 projection of $12,208,000 and FY2021/22 budget of $11,507,000 is in line with SCSA calculations . SCSA does not have any questions.
• Term A Loan Principal:
o Stadium Manager's FY2021/22 projection of $14,723,000 is higher than the $14,022,000 scheduled principal payment.
o Stadium Manager's FY2022/23 proposed budget of $15,549,000 is higher than the $14,723,000 scheduled principal payment.

37. We understand from prior years that this is a timing issue. As a reminder, the SCSA's budget is on accrual basis.
• Subloan Current Interest:
14 SCSA
SAtHA CLARA STAOIUM AUTHORITY
o Stadium Manager's FY2022/23 proposed budget do not match the schedule SCSA has on file.
• Subloan Scheduled Principal:
o Stadium Manager's FY2021/22 projection and FY2022/23 proposed budget do not match the schedule noted in the original agreement SCSA has on file.

38. We noted that the scheduled principal payment amount for Subordinated Loan is lower than SCSA's expectation. This item was brought up in prior years which has not been resolved. Please provide a copy of the adjusted amortization schedule for our reference.

We consider this to be resolved. Please refer to Jeff Fong's email to Kenn Lee on February 19th, 2021 in which a copy of the amortization schedule was provided.

CapEx Reserve
• Stadium Manager's 2022/23 budget is based on the annual $1,000,000 (plus 3% annual inflater) increase to the CapEx reserve described in Article 14 of the Stadium Lease for use of excess revenues for the purposes of the trust cash flow. This contribution is dependent on excess cash. We understand that Manco has pulled excess revenue to pay down the Revolving Loan; however, the Stadium Authority stands behind its position in the pending litigation that draws on the Revolving Loan, as well as any subsequent payments, are unauthorized.

Operating Reserve
• Stadium Manager's 2022/23 budget is based on the annual 3% increase to the Operating Reserve noted in Article 14 of the Stadium Lease for use of excess revenues for the purposes of the trust cash flow. This contribution is dependent on excess cash. We understand that Manco has pulled excess revenue to pay down the Revolving Loan; however, the Stadium Authority stands behind its position in the pending litigation that draws on the Revolving Loan, as well as any subsequent payments, are unauthorized. 15 2022 SCSA Budget Supporting Documentation (CONFIDENTIAL) Shared Stadium Expenses
DRAFT
FY21 Projected Actuals
Category Security Stadium Ops
Total Compensation 313 ,000 1,723,000
Travel, Meals & Entertainment - 15,000
Outside Services 756,000 817 ,000
General Supplies 13,000 15,500
Telephone 3,500 235 ,000
Equipment - 16,500
Uniforms 5,000 500
Other 2,500 500
Tota ls $ 1,093 ,000 $ 2,823,000 $
DRAFT
Engineering Guest Services Grounds Total
1,490,000 254 ,000 92,000 3,872,000
2,500 7,500 - 25,000
695,000 - 145,500 2,413,500
1,000 25,000 35,000 89,500
6,000 1,000 1,000 246,500
10,500 35,000 - 62,000
- 29,000 - 34,500
- 2,500 1,500 7,000
2,205,000 $ 354,000 $ 275,000 $ 6,750,000
2/18/2022
2022 SCSA Budget Supporting Documentation (CONFIDENTIAL) SBL Sales & Services
DRAFT
FY21 Projected Actuals
Category Sales
FT Wages (Including Benefits and Overhead) 446,000
Bonuses/ Commissions 436,000
Total Compensation $ 882,000
Sales, General and Administrative:

SBL Member Events
SBL Advertising & Prospecting Events
Sales Enablement
SBL Focus Groups
Sales Training
Travel, Meals & Entertainment
Other
Total Sales, General and Administrative
SBL Finance & Ticket Operations
Compensation
FY21 SBL Sales & Service Team Subtotal
+ All -Inclusive Buffets
FY21 Projected Actuals
DRAFT
Services Totals
492,000 938,000
35,000 471,000
$ 527,000 $ 1,409,000
Totals
11,000
88,000
22,000
-
15,000
5,000
12,000
$ 153,000
Totals
$ 136,000
$ 1,698,000
$ 902,000
$ 2,600,000
2/18/2022
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SAtHA CLARA STADIUM AUTHORITY
Questions for the Stadium Manager
in reference to the
FY2022/23 CapEx Budget
Per Article 4 of the Management Agreement, RECORDS, ACCOUNTS, BUDGETS AND REPORTS, Section 4.8 states that the Draft Capital Expenditure Plan (a) shall contain the Stadium Manager's proposed Capital Repairs to be made to the Premises during the upcoming Fiscal Year, (b) shall describe in reasonable detail anv material discrepancies between the Stadium Manager's proposed Capital Expenditures for such Fiscal Year and the five (5) vear projection of anticipated Capital Expenditures included in the previous vear's Capital Expenditure Plan, and (c) shall include any Capital Expenditures for public safety that the Stadium Manager proposes be made consistent with the then approved Public Safety Plan.

Note: SCSA may ask additional questions once the information requested below is provided.

Capital Expenditures

1. Please provide 5 Year Capital Improvement Details through Fiscal Year 2026/27 and description for projects included in the out years.

Please see the attached document showing the detail for the 5-Yr Capital Expenditure Plan.

2. FY2021/22 CapEx Reserve Fund Beginning Balance is listed as $19,473,945 in Capital Expenditure Plan with 5-Yr Forecast. SCSA records show balance of $19,513,719 as of 03/31/2021. Please provide support for $19,473,945.

The Beginning Balance of $19,513,719 was adjusted for the cash timing of payments for projects budgeted in prior years that came after 4/1/2021. The cash balance schedule is pulling all forecasted FY21 expenses for FY21 budgeted projects. Without adjusting this beginning cash balance for the cash timing of prior year projects, the ending cash balance would be overstated. This timing adjustment is approx. $40k.

3. Please provide assumptions and details behind amounts projected and budgeted as CapEx deposit in Capital Expenditure Plan with 5-Yr Forecast. 1 L
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Please refer to Article 1 0 and Article 14 of the Stadium Lease Agreement.

4. For all projects, what is the SCSA time involvement required to assist with any of the requested projects? Potential time commitments from SCSA staff include, procurement assistance, prevailing wage review, Board reports, etc.

Stadium Manager expects SCSA staff to generate reports to the Board for approval of contracts associated with such projects as a result of the SCSA's modifications to the Stadium Authority Procurement Policy to remove all contracting authority from the Executive Director. Many projects will also require the City to provide typical City services (i.e. permits, fire inspections, etc.).

5. The FY2022/23 proposed CapEx budget includes a significant new project (New Seating - Bowl Padded Seat Replacement Project - Lower and Mid Level Club Seating Bowl) totaling $3.37 million that was not included in prior year submittals of the 5 year plan.
a. Please provide details as to why this significant project was not previously proposed.

This project was included in the 2021-22 5-Year Capital Expenditure Plan as a forecasted cost in 2022-23, but the project budget was increased from $750k to $3.37M. This increase is driven by the recommendation to increase the overall scope of the project to replace the entire seating product in this area versus only replacing the upholstered seat parts. The project is proposed to furnish and install a new seat product that will assist in heat mitigation by using alternate materials .

The current product is over eight years old and is showing wear and tear. The attic stock has been exhausted and there are no more spare parts to replace or reupholster damaged seats. It is important to note that Stadium Manager negotiated the replacement of approximately 55k seats in the stadium at no cost to the SCSA. This resulted in significant cost savings for the SCSA. b. Please send pictures of the area planned for this replacement project.

This project will replace approx. 9.5k seats in Sections 113-117 and 135-141 in the lower level bowl, as well as Sections 212-220 and 236-240 in the middle level bowl. 2 I SCSA

SAIHA CLARA STADIUM AUTBORITY

6. For the FY2022/23 LED Retrofit Project:
a. Please confirm if this is related to "Lighting System - Fixtures replacement of major outdoor lighting/LED Retrofit/Sports Lights" project from prior year's 5-year plan at cost of $500,000.

No, this does not replace the project "Lighting System - Fixtures replacement or major outdoor lighting/LED Retrofit//Sports Lights" project from prior year's Capital Expenditure plan.
b. Please provide reasons for moving this project ahead of schedule (Originally planned for FY2025/26)
This project is a new request.
c. Please provide support for revised amount of $200,000.

It is phase 2 of the exterior lighting replacement in Gold Lot 4 and Gold Lot 5 parking lot areas. This project replaces the existing HID lighting with new, energy efficient, LED lighting to enhance and iTTJprove the exterior lighting during stadium event load in and load out. This lighting improves safety conditions for stadium personnel and provides energy cost savings with more efficient fixtures. The current HID lighting is nearing or has reached its end of life.

7. For the FY2022/23 Concrete Replacements project:
a. Please confirm if this is related to "Concrete (Sidewalk, Steps, etc.) major repairs and replacements" project from prior year's 5-year plan at cost of $100,000.
3 SCSA

SANTA CLARA STADIUM AUTHORITY
Yes, this is related to "Concrete (Sidewalk, Steps, etc.) major repairs and replacements" project from prior year's 5-Year Capital Expenditure plan at a cost of $100k.
b. Please provide reasons for moving this project ahead of schedule (Originally planned for FY2025/26)
There is an immediate need to replace / improve concrete at the 700 Level North Plaza Stairwell. This project is being pushed ahead of schedule to address these immediate needs.
c. Please provide support for revised amount of $150,000.

The project was increased by $50k based on the size and scope necessary to address the immediate needs.
d. Prevailing wages have been under discussion due to delays in the past 2 years. Please provide details on plan to improve the tracking and reporting of prevailing wages for capital projects.

Prevailing Wage requirements are identified in all capital project bid packages and all capital project contracts. Contractors are required to comply with all DIR requirements as stipulated in the base contract, including tracking and reporting requirements.

8. For the FY2022/23 proposed CapEx plan and the projects that are being carried over from prior years, please provide a prioritization matrix identifying the needs for the projects such as health and safety, revenue generation, aesthetics/ customer experience, cost savings etc. and additional narrative and justification to further understand the need and importance of the proposed projects.

All of these projects are necessary to maintain the facility in the Required Condition . They are all priority projects and will be implemented based upon stadium availability and in coordination with the stadium event calendar.

9. Given the carryover of capital funds from FY2021/22 to FY2022/23 because funded projects could not be procured or completed, please describe Stadium Manager's plan to procure, bring the plans and request approval from the Board, and 1 substantially complete the projects during the next fiscal year which are proposed for funding for FY2022/23.

Stadium Manager will put projects through a fair and open solicitation and award, contract , and execution process. The completion for each of these projects will vary based upon solicitation process, permitting process, SCSA Board review, and approval process .

Stadium Manager intends to present these projects to the SCSA Board. 4 SCSA
SAtHA CLARA STADIUM AUTHORITY
a. SCSA's staff count has not been increasing at the same rate as Stadium Manager. To better expedite Stadium Manager's requests, SCSA needs to anticipate when projects commence. What is the timeline for project completion for all carryover projects and new projects? The premise of the question is incorrect. Stadium Manager's headcount has decreased versus pre-pandemic levels. Stadium Manager intends to complete as much work as possible during the next 12 -14 months.
b. We noted that CapEx projects were carried over at the original project amounts. Are there impacts from a cost inflation standpoint? We have contingency in place to cover potential cost increases. If, however, there are projects that exceed the proposed budget, a budget amendment will be proposed to the Board to approve.

10. Please provide pictures for the Replacement Furniture for BNY Field Clubs, United, Levi's 501 & Yahoo clubs and Special Event Spaces project.

Proposed furniture specifications can and will be provided upon receipt of the approved budget and after the project management team can begin with solicitation and proper scope of work specifications. This will be done in stages.

11. Please provide an update to plans for both the Concession Signage and Stadium Event Signage
Project plans are currently in development. An architect is assisting in identifying and selecting the proposed signage. The detailed plans can be provided upon completion.

12. Project name of Levi's Naming Rights Signage Replacement Project has changed to Levi's Naming Rights Signage Refurbishment Project, and project cost increased from $900,000 to $1,200,000. Please provide details behind change in project name from "replacement" to "refurbishment" and an explanation for the increase in cost for this project.
a. Repair cost related to Levi's Naming Rights Signage was estimated at approx. $250,000 annually with the recent purchase order that was approved. Is proposed refurbishment project in substance a replacement project? Since this is a public project, information related to this project should be public records. Please provide commuhications with Levi's and project details related to this replacement/refurbishment project. If any of the documents are confidential, please mark them as such so that PRA requests can be redacted or withheld as appropriate.

We have conveyed multiple times that it is more cost effective and efficient to simply replace the signage. We have decided that continuing to debate this repair vs. replace issue with City Staff is unproductive . Accordingly , the current year budget has been revised to reflect a very rough conceptual estimate to 5 SCSA
SANTA CL.ARA STADIUM AUTHORITY
refurbish, rather than replace, the existing signs, which we expect will require that they may be removed from the building and shipped off site for refurbishment.

The estimated cost of $1 .2M is preliminary based on escalating the refurbishment estimate from the AD/S report that was provided to you last year.

That estimate will be refined as we develop a plan for the refurbishment.

Furthermore, the proposed budget does not include the cost of temporary signage which will need to be installed, since the refurbishment plan will require that the existing signs be removed for an extended period of time.

It's also important to note that the refurbishment cost is in addition to the immediate urgent repair cost of $400k, which is required because the lighting in the signs is now experiencing additional failures, which is exactly what we told you would happen last year.

13. Please add "Body Worn Cameras (BWCs) for Special Event Officers (SEO)" project to FY2022/23 proposed budget at the cost of $90,000 per year for 5 years.

Information related to this project was provided to Jeff Fong, VP of Finance, on 01/31/2022, and below is project description for your reference:
"Body worn cameras, worn by police officers, improve police accountability and lower reports of misconduct. Body worn cameras provide visual and audio evidence that can independently verify events. Body worn cameras are issued to all Special Event Officers (SEO's) working stadium events. The current agreement expires in September 2022. This estimated yearly cost, subject to change pending final negotiations, would continue the current BWC program."
This project has been added to both the Capital Expenditure budget and the Annual Public Safety Budget.

Annual Public Safety Budget

14. We noted that basis of FY2022/23 projected budget changed from using prior year actuals to using estimated deployments. Please provide details and support for allocated public safety costs between NFL and Non-NFL events. Because some of this information may be confidential, we would be open to a Zoom meeting to review. This is important as we consider potential impacts to labor costs.

We would be happy to meet via Zoom to discuss deployment estimates , but view this as confidential for the safety of officers and public safety personnel. To assist us, please provide a detailed budget estimate for public safety personnel deployments working NFL and Non-NFL Events.

15. Please remove Non-NFL Events related amortization of Public Safety Capital Expenditures from Arinual Public Safety Budget as these items were purchased by SCSA through CapEx budget. Instead, please include amount to be reimbursed to SCSA for the usage during NFL Games.
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SANTA CLARA STADIUM AUTHORITY
Please refer to section 2.3 ( c) of the Stadium Operations Agreement. 'The Stadium Authority and Tenant may agree, as part of the Annual Public Safety Budget and Capital Expenditure Plan for a particular Lease Year, to utilize the Stadium Capital Expenditure Reserve either to fund directly, or to reimburse the City, any or all of the Public Safety Capital Expenditures (and/or the annual amortization thereof) included in the Annual Public Safety Budget. If the Stadium Capital Expenditure Reserve is so utilized to fund, or reimburse the City for, the entire cost of any Public Safety Capital Expenditure, then, for the Lease Year in which such Public Safety Capital Expenditure is made, and for each subsequent Lease Year in accordance with the amortization schedule applicable thereto as set forth in the Annual Public Safety Budget, (i) the amount of Public Safety Costs required to be reimbursed by Tenant pursuant to Paragraph 7.5.2 of the Stadium Lease shall be reduced by Tenant's Public Safety Share of the annual amortization allocable to such Public Safety Capital Expenditure , (ii) Tenant's Public Safety Share of the annual amortization allocable to all Public Safety Capital Expenditures in a particular Lease Year shall be characterized as a Tenant Event Expense allocable to such Lease Year under the Stadium Lease, and (iii) the remaining amount of such annual amortization shall be characterized as a Non-NFL Event Expense allocable to such Lease Year under the Stadium Lease.

Any removal would be in direct contravention of the express terms of the agreement. Thus, this charge will remain as part of the budget to ensure that the budgets comply with the terms of the parties' agreements.

16. In Stadium Manager's FY2022/23 Annual Public Safety Budget, total events count for "Events with tickets sold or available for sale > 20k" (83) does not agree with annual data provided (97).

This formula error has been corrected . Please see the attached.

17. In Stadium Manager's FY2022/23 Annual Public Safety Budget, total depreciation split ($384,679) does not agree with FY2022/23 total ($741,410).

This formula error has been corrected. Please see the attached. 7 I
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From: Mercurio, Jim
To: Christine Jung
Cc: Ruth Shikada; Kenn Lee; Sujata Reuter
Subject: RE: FY 2022/23 Non-NFL Events Marketing Budget Date: Tuesday, March 8, 2022 7:18:51 PM
Attachments: image003.png
image004.png
image005.png
Hi Christine:

Please see below for the proposed Non-NFL Events Marketing Budget for both special events and ticketed events for this upcoming fiscal year:

Special Events
Total Budget of $125k
Event Expenses / Advertising = $55k
Attending Events, Conferences, Client, and Prospect Meetings = $40k Promotional Supplies/Printing/Postage/Phone = $15k
Other/Subscriptions and Software = $15k
Ticketed Events
Total Budget of $55k
Networking /Entertainment = $22.5k
Dues and Subscriptions/Registration Fees = $7.5k
Attending Conferences, Events, and Client/Prospect Meetings = $25k

Thanks,

JIM

JIM MERCURIO
Executive Vice President & General Manager
Forty Niners Stadium Management Company
T 408.562-4944
| M 650 642-4909
Levi’s® Stadium
4900 Marie P. DeBartolo Way
Santa Clara, CA 95054

––––––––––––––––––––––––

#FTTB
49ers.com

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From: Christine Jung <[email protected]>
Sent: Friday, March 4, 2022 12:23 PM
To: Mercurio, Jim <[email protected]>
Cc: Ruth Shikada <[email protected]>; Kenn Lee <[email protected]>; Sujata Reuter <[email protected]>
Subject: FY 2022/23 Non-NFL Events Marketing Budget

Hi Jim,

We noticed there wasn’t a Non-NFL events marketing budget included/called out in the proposed FY 2022/23 budget. The Stadium Manager provided a Non-NFL events marketing budget, including a breakdown of the different line items, for this fiscal year and we have been referencing it as we facilitate the Stadium Manager’s Non-NFL events marketing procurement requests to the Board. Can you please provide a similar marketing budget, which includes a breakdown of the different line items, that we can use for this upcoming fiscal year’s marketing procurement requests?

We appreciate this submittal by next Wednesday, March 9. Thank you.

Sincerely,
Christine Jung
| Assistant to the Executive Director
1500 Warburton Avenue | Santa Clara, CA 95050
D: 408.615.2218 |
www.santaclaraca.gov/scsa

City Council and Authorities ConcurrentMarch 15, 2022

City Council and Authorities Concurrent
March 15, 2022