Agenda packet — City Council and Authorities Concurrent, April 19, 2022 (part 5 of 8)

Payment Date Vendor Invoice No. Description Fund Amount Santa Clara Stadium Authority
Bills and Claims
Expenses Paid by Wire Transfer
For the Month of January 2022
1/21/2022 Wilson Ihrig 16125N40 November 2021 Noise Monitoring Services Operating 3,700.00 Various November 2021 Legal Services Operating 150.00
January 2022 Total $ 1,135,840.21

Page 2 of 2 ends

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-271 Agenda Date: 4/19/2022

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on the Santa Clara Stadium Authority Financial Status Report for Quarter Ending December 31, 2021 and Related Budget Amendment

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 third (October 1, 2021 - December 31, 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.

City of Santa Clara Page 1 of 4 Printed on 4/14/2022
powered by Legistar™
22-271 Agenda Date: 4/19/2022
In addition, based on conversation at Stadium Manager-Stadium Authority Quarterly meeting, it was stated that the utility costs invoiced 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 historical usage and per the lease requirements regarding expenses for NFL sponsored events. No additional information was provided by the Stadium Manager 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.

DISCUSSION
The attached financial status reports provide information covering the Stadium Authority’s third (October 1, 2021 - December 31, 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 nine NFL games held in the third 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 seven regular NFL season of the 2021 season started on September 26, 2021.

Non-NFL Event Revenue and Expenses
There were no ticketed Non-NFL events held in the third quarter of the 2021/22 Fiscal Year. Only smaller and non-ticketed events were held in FY 2021/22. Ticketed 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 61,548 currently active SBLs which is 93% of the 66,066 total sellable SBL seats. The value of the active SBLs amount to $537.1 million of which $484.7 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 $47.4 million representing 73% of the overall budget for revenues and total operating expenses were $37.1 million or 57% 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 $0.8 million representing 5% of the overall CIP budget.

FY 2021/22 Stadium Authority Budget Amendments
From time to time, budget amendments may be necessary to align revenues or expenditures to City of Santa Clara Page 2 of 4 Printed on 4/14/2022
powered by Legistar™
22-271 Agenda Date: 4/19/2022
actual or unexpected activity during the course of a fiscal year. As of the timing of the publication of this report, additional information from activity known through the completion of the majority of FY 2021/22 has resulted in recommended budget amendments as follows:

1. Rope Rescue Gear Project - The Fire Department requested high angle and vertical rescue equipment to address the intricate and complex areas of the Stadium which includes an artificial high point, full rope response kit, winch, rigging, fall protection, and patient extraction device. This project was expected to complete during FY 2020/21 but experienced delays due to ongoing impact of COVID-19 on global supply chains. This project was completed in January 2022, and a budget amendment of $27,054 is required to add this project to the FY 2021/22 CapEx Budget.

2. Stadium Personal Protective Equipment - The Police Department requested active shooter gear for the Stadium team to address the emerging threat of active shooters which includes vests, helmets, protective plates, EMS equipment, and other appropriate personal protective equipment. This project was expected to complete during FY 2020/21 but experienced delays due to ongoing impact of COVID-19 on global supply chains. This project was completed in February 2022, and a budget amendment of $14,886 is required to add this project to the FY 2021/22 CapEx Budget.

3. Public Safety Command Post Dispatch System - The Police Department requested a system that will interface between the system that is used at the Stadium and the City’s Hexagon CAD system which allows the tracking of all incidents/requests that occur during an event. In October 2019, the Stadium Authority requested information to confirm compliance with the contracts and applicable laws before issuing payment. ManagementCo provided supplemental information in March 2022, and a budget amendment of $85,000 is required to add this project to the FY 2021/22 CapEx 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
As discussed above, the Rope Rescue Gear Project, the Stadium Personal Protective Equipment Project, and the Public Safety Command Post Dispatch System Project are not part of the Stadium Authority FY 2021/22 CapEx Budget, and the Board will need to approve a budget amendment of $126,940. These funds will be offset by a decrease in the Stadium Authority Capital Expense Reserve.

The table below summarizes the budget amendment as discussed above:

City of Santa Clara Page 3 of 4 Printed on 4/14/2022
powered by Legistar™
22-271 Agenda Date: 4/19/2022

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

RECOMMENDATION

1. Note and file the Santa Clara Stadium Authority Financial Status Report for the Quarter Ending December 31, 2021;

2. Approve a budget amendment to include the Rope Rescue Gear Project in the Stadium Authority FY 2021/22 CapEx Budget in the amount of $27,054 from Stadium Authority Capital Expense Reserve;

3. Approve a budget amendment to include the Stadium Personal Protective Equipment Project in the Stadium Authority FY 2021/22 CapEx Budget in the amount of $14,886 from Stadium Authority Capital Expense Reserve; and

4. Approve a budget amendment to include the Public Safety Command Post Dispatch System Project in the Stadium Authority FY 2021/22 CapEx Budget in the amount of $85,000 from Stadium Authority Capital Expense Reserve.

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

ATTACHMENTS

1. SCSA Financial Status Report for the Quarter Ending December 31, 2021

2. FY 2021/22 Stadium Authority Budget Amendment - Rope Rescue Gear Support

3. FY 2021/22 Stadium Authority Budget Amendment - Stadium Personal Protective Equipment Support

4. FY 2021/22 Stadium Authority Budget Amendment - Public Safety Command Post Dispatch Support
City of Santa Clara Page 4 of 4 Printed on 4/14/2022
powered by Legistar™
CapEx Project Amended Increase/ Amended
Budget (Decrease) Budget
Rope Rescue Gear Project $0 $27,054 $27,054
Stadium Personal Protective $0 $14,886 $14,886
Equipment Project
Public Safety Command Post $0 $85,000 $85,000
Dispatch System
Capital Expense Reserve $8,490,751 ($126,940) $8,363,811 SCSA
Santa Clara Stadium Authority

SANTA CLARA

STADIUM AUTHORITY

FINANCIAL STATUS REPORT
Quarter Ending December 31, 2021
April 19, 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 ......................................................................................................................... 9 Santa Clara Stadium Authority Budget Status Reports...................................................................... 11 Operating Budget .................................................................................................................................11 Debt Service Budget............................................................................................................................ 14 Capital Improvement Project Budget ................................................................................................ 18 City of Santa Clara Net General Fund Impact ..................................................................................... 20 Public Safety and Administrative Cost Reimbursement................................................................. 21 Rents and Senior and Youth Fee ...................................................................................................... 21 Other Revenue Impacts ...................................................................................................................... 21 Glossary.....................................................................................................................................................23 2 Introduction
This Santa Clara Stadium Authority (“Stadium Authority”) Financial Status Report provides information covering the second quarter of the Stadium Authority’s 2021/22 fiscal year (FY) which ended on December 31, 2021. Comparative data from prior fiscal years is also included.

In addition to these quarterly reports, the Stadium Authority 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 prepares a detailed budget 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 services 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 are 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 contracted with JS Held (formerly 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 revision when the full body of records becomes available and review is complete. Consequently, 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 FY 2020-21, there were no fans present for the NFL games. The comparative data is based on the quarter ended December 31, 2019.

The San Francisco Forty-Niners (“49ers”) played a total of nine NFL games (two preseason games and seven regular season games) at Levi’s® Stadium as of December 31, 2021. There was a total of 604,526 tickets sold to these NFL games, an average of 67,172 per game. This is up by 899 or 1.4% when compared to the same period in FY 2019-20.

The ticket sales resulted in $8.9 million in NFL ticket surcharge revenue (10% of ticket sales) to the Stadium Authority. The average NFL ticket surcharge revenue was $988,933 per game in the current year which is up by $147,704 or 17.6% from the same period in the FY 2019/20. This increase can be attributed to dynamically priced tickets to each NFL game and COVID-19 economic recovery. A total of $211,591 of Senior and Youth Program Fees, which is based on $0.35 per NFL ticket sold, were collected through the end of the third quarter of the fiscal year. These fees were transferred to the City’s General Fund in support of such programs.

A total of 63,718 cars were parked in the permitted offsite parking lots generating $376,573 in offsite parking fees. The Tasman Lots Parking Fee generated $19,650 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 445 cars per game or

6.3% when compared to the FY 2019/20.

There was $4.5 million of NFL event public safety costs in the current reporting period which is an average of $503,792 per game. This is up from the FY 2019/20 average of $370,151. Of the $4.5 million NFL event public safety costs, $3.1 million or 67.9% are direct City costs and $1.4 million or 32.1% are outside agency costs. $376,573 of the total NFL event public safety costs were covered by the offsite 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 three quarters of the 2021/22 fiscal year are shown in Table 1 and comparative data from all eight years of operations can be found in Table 2.
4 2021/22
08/14/21 08/29/21 09/26/21 10/03/21 10/24/21 11/07/21 11/15/21 11/28/21 12/19/21 YTD Total No. of Tickets Sold 63,172 68,258 68,021 67,016 64,768 67,398 66,659 69,572 69,682 604,546 NFL Ticket Surcharge 498,759 $ 551,632 $ 1,601,010 $ 1,551,718 $ 865,536 $ 889,178 $ 1,128,298 $ 901,571 $ 912,696 $ $ 8,900,398 Senior/Youth Program Fees 22,110 $ 23,890 $ 23,807 $ 23,456 $ 22,669 $ 23,589 $ 23,331 $ 24,350 $ 24,389 $ $ 211,591 Cars Parked at Offsite Lots 5,340 8,145 8,193 7,581 5,514 7,244 6,066 7,718 7,917 63,718City Offsite Parking Fee 31,559 $ 48,137 $ 48,421 $ 44,804 $ 32,588 $ 42,812 $ 35,850 $ 45,613 $ 46,789 $ $ 376,573 Cars Parked on Tasman Lots 364 416 400 439 397 455 472 501 486 3,930 City Tasman Lot Parking Fee 1,820 $ 2,080 $ 2,000 $ 2,195 $ 1,985 $ 2,275 $ 2,360 $ 2,505 $ 2,430 $ $ 19,650Stadium Public Safety Costs 524,627 $ 768,283 $ 454,145 $ 469,390 $ 422,511 $ 491,337 $ 454,233 $ 486,287 $ 463,311 $ $ 4,534,124 Less: Offsite Parking Fee Credit (31,559) $ (48,137) $ (48,421) $ (44,804) $ (32,588) $ (42,812) $ (35,850) $ (45,613) $ (46,789) $ $ (376,573) Reimbursable Stadium Public Safety Costs 493,068 $ 720,146 $ 405,724 $ 424,586 $ 389,923 $ 448,525 $ 418,383 $ 440,674 $ 416,522 $ $ 4,157,551 Amount Reimbursed - $ - $ - $ - $ - $ - $ - $ - $ - $ $ - Game 6 vs
Cardinals
Game 7 vs
Rams
Game 8 vs
Vikings
Game 9 vs
Falcons
Game 1 vs
Chiefs
Game 2 vs
Raiders
Game 3 vs
Packers
Game 4 vs
Seahawks
Game 5 vs
Colts
Table 1
Levi's® Stadium
2021/22 NFL Event Statistics
As of December 31, 2021
5 2014/15 Q3 2015/16 Q3 2016/17 Q3 2017/18 Q3 2018/19 Q3 2019/20 Q3 2020/21 Q3 2021/22 Q3 Total Total Total Total Total Total Total Total
No. of NFL Events 10 9 9 10 10 10 - 9
No. of Tickets Sold 682,095 602,268 588,794 643,189 651,237 662,731 - 604,546 NFL Ticket Surcharge 8,366,290 $ 7,448,271 $ 7,403,778 $ 7,806,190 $ 8,076,510 $ 8,412,291 $ - $ 8,900,398 $ Senior/Youth Program Fees 238,734 $ 210,794 $ 206,078 $ 225,116 $ 227,933 $ 231,956 $ - $ 211,591 $ Cars Parked at Offsite Lots 90,024 51,375 61,310 54,107 56,390 64,960 - 63,718 City Offsite Parking Fee 442,919 $ 260,985 $ 321,264 $ 293,260 $ 317,476 $ 380,016 $ - $ 376,573 $ Cars Parked on Tasman Lots 4,983 6,184 4,653 5,530 4,729 5,751 - 3,930 Cars Parked on Golf Course 233,306 18,823 - - - - - -
City Tasman Lot and Golf Course Parking Fee 141,445 $ 125,035 $ 23,265 $ 27,650 $ 23,645 $ 28,755 $ - $ 19,650 $ Stadium Public Safety Costs 2,414,028 $ 2,092,697 $ 2,497,858 $ 2,388,347 $ 2,994,735 $ 3,701,510 $ - $ 4,534,124 $ Golf Course Public Safety Costs 180,766 $ 71,000 $ - $ - $ - $ - $ - $ - $ Subtotal Event Public Safety Costs 2,594,794 $ 2,163,698 $ 2,497,858 $ 2,388,347 $ 2,994,735 $ 3,701,510 $ - $ 4,534,124 $ Less: Offsite Parking Fee Credit (442,919) $ (260,985) $ (321,264) $ (293,260) $ (317,476) $ (380,016) $ - $ (376,573) $ Reimbursable Stadium Public Safety Costs 2,151,875 $ 1,902,713 $ 2,176,593 $ 2,095,087 $ 2,677,259 $ 3,321,494 $ - $ 4,157,551 $ Total Amount Reimbursed 2,151,875 $ 1,902,713 $ 2,176,593 $ 2,095,087 $ 2,677,259 $ 2,937,591 $ - $ - $ Table 2
Levi's® Stadium
Historical NFL Event Statistics
6 Non-NFL Events
This section provides annual and comparative data for Non-NFL events categorized as events ranging from high school and college football games, international soccer matches, concerts, wedding fairs, and special events. There were no Non-NFL events due to the pandemic, and only smaller, non-ticketed events are held in FY 2021/22.

Statistics for FY 2021/22 events are shown in Table 3 and comparative data from all eight years of operations for the Non-NFL ticketed events and special events are shown in Table 4.
2021/22 Q1-Q3 2021/22
Special Events YTD Total
No. of Scanned Attendees - -
No. of Tickets Sold - -
Non-NFL Ticket Surcharge - $ $ -
No. of Non-NFL Special Events 1 1
Non-NFL Special Event Attendees - -
Cars Parked at Offsite Lots - -
City Offsite Parking Fee - $ $ -
Stadium Public Safety Costs 1,827 $ $ 1,827
Less: Offsite Parking Fee Credit - $ $ -
Reimbursable Public Safety Costs 1,827 $ $ 1,827
Amount Reimbursed - $ $ -
Table 3
Levi's®
Stadium
FY2021/22 Non-NFL Event Statistics
As of December 31, 2021
7 2014/15 Q3 2015/16 Q3 2016/17 Q3 2017/18 Q3 2018/19 Q3 2019/20 Q3 2020/21 Q3 2021/22 Q3 Total Total Total Total Total Total Total Total
No. of non-NFL Ticketed Events 7 15 17 11 11 8 - -
No. of Tickets Sold 248,591 623,687 579,059 319,580 290,341 183,874 - - Non-NFL Ticket Surcharge 916,656 $ 2,455,816 $ 2,316,236 $ 1,278,320 $ 1,161,364 $ 735,496 $ - $ - $ No. of Non-NFL Special Events 138 171 101 84 87 64 - 1
Non-NFL Special Event Attendees 42,808 97,747 43,526 51,928 32,593 22,155 - - Cars Parked at Offsite Lots 16,054 55,720 60,969 25,741 26,041 17,127 - - City Offsite Parking Fee 78,986 $ 278,703 $ 313,978 $ 138,087 $ 144,407 $ 98,547 $ - $ - $ Cars Parked on Golf Course 8,566 21,572 9,562 - - - - - City Golf Course Parking Fee 42,830 $ 107,860 $ 47,810 $ - $ - $ - $ - $ - $ Stadium Public Safety Costs 1,217,852 $ 3,003,358 $ 2,938,082 $ 1,601,824 $ 1,948,594 $ 1,556,785 $ - $ 1,827 $ Golf Course Public Safety Costs 64,618 $ 119,842 $ 39,905 $ - $ - $ - $ - $ - $ Subtotal Event Public Safety Costs 1,282,469 $ 3,123,200 $ 2,977,987 $ 1,601,824 $ 1,948,594 $ 1,556,785 $ - $ 1,827 $ Less: Offsite Parking Fee Credit (78,986) $ (278,703) $ (313,978) $ (138,087) $ (144,407) $ (98,547) $ - $ - $ Reimbursable Public Safety Costs 1,203,483 $ 2,844,497 $ 2,664,009 $ 1,463,737 $ 1,804,187 $ 1,458,238 $ - $ 1,827 $ Amount Reimbursed 1,203,483 $ 2,844,497 $ 2,664,009 $ 1,463,737 $ 1,469,701 $ 793,941 $ - $ - $ (1) Includes Non-NFL special events.

Table 4
Levi's® Stadium
Historical Non-NFL Event Statistics(1)
8 Discretionary Fund
The Discretionary Fund is funded by revenue equal to 50% of the Non-NFL Ticket Surcharge of $4 per ticket. The Discretionary Fund can be used to pay for excess Public Safety Costs over the annual Public Safety Costs Threshold and Board’s directive initiatives costs and can also be transferred to the City’s General Fund. Table 5 shows the revenues and expenses in the Discretionary Fund since FY 2014/15. The balance at the end of this reporting period was $2.3 million.

The Public Safety Costs Threshold is the subject of current ongoing litigation, which includes issues regarding the application of Off-Site Parking Permit Fees to the Threshold calculation, and also Stadium Lease Agreement obligations for StadCo to have negotiated an increase to the Threshold in good faith. Therefore, the Discretionary Fund is recommended to be reserved for any potential claim payments resulting from the conclusion of the litigation.

Table 6 shows the statistics for the excess Public Safety Costs from all eight years of operations, except for the application of Offsite Parking Credits to the CAP.

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 - (18) 2,327,850
Table 5
Discretionary Fund - Accrual Basis
Fiscal Year
Public Safety
Costs (net of
Offsite Parking
Credits)
Public Safety
Costs
Threshold/CAP
Overage Public
Safety Costs
over CAP
Overage Paid by
Discretionary
Fund
Overage Paid
by StadCo Difference
2014/15 1,971,110 $ 1,257,082 $ 714,028 $ (714,028) $ - $ 2015/16 2,176,726 1,477,597 699,129 $ (699,129) - $
2016/17 2,765,892 1,556,550 1,209,342 $ (1,209,342) - $ 2017/18 2,282,977 1,619,009 663,968 $ - (663,968) - $
2018/19 2,686,864 1,671,284 1,015,580 $ - (1,015,580) - $ 2019/20 4,937,790 2,005,776 2,932,014 $ - (2,932,014) - $ 2020/21 887,617 1,075,521 - $ - - - $
Total 17,708,976 10,662,819 7,234,061 (2,622,499) (4,611,562) - Table 6
Excess Public Safety Costs
9 Stadium Builder Licenses
The total principal value of currently active Stadium Builder Licenses (“SBLs”) is $537.1 million and, as of December 31, 2021, 90% of the total principal value of all SBLs sold (i.e., $484.7 million) had been collected.

SBL holders that finance their purchase pay an annual interest rate of 8.5% and payments are due by March 1st 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 defaulted 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 61,548 currently active SBLs, or 93% of the 66,066 sellable SBL seats.

This is an increase of 1,180 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 value of the new seats is equal to or greater than the original seats.

During the current reporting period, 1,613 SBLs were sold for a total face value of $11.0 million. The customer seat relocation program resulted in an increase of $1.8 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 7.
10 18479025.1
SBL Seats
Available
SBL Seats Sold as
of 3/31/21
New SBL
Sales
Net SBL
Relocations
SBL
Defaults Other SBL Seats Sold SBL Value SBL Collected % SBL Principal Collected 100 100 - - - - 100 14,082,625 $ 12,588,623 $ 89.4%
925 942 9 6 (14) - 926 74,080,000 $ 69,781,469 $ 94.2%
2 2 - - - - 2 80,000 $ 70,027 $ 87.5% 4,463 4,945 99 24 (38) - 4,548 136,440,000 $ 125,945,449 $ 92.3% 2,852 3,475 59 9 (27) - 2,893 57,860,000 $ 52,789,594 $ 91.2% 7 7 - - - - 7 105,000 $ 90,595 $ 86.3% 2,166 2,162 28 3 (29) - 2,168 26,016,000 $ 23,333,206 $ 89.7% 7 7 - - - - 7 70,000 $ 66,122 $ 94.5% 20,547 20,652 305 94 (133) - 20,813 124,878,000 $ 109,355,456 $ 87.6% 13,302 14,306 577 23 (117) 1 13,786 68,930,000 $ 59,727,827 $ 86.6% 920 916 - 2 (3) - 919 3,676,000 $ 3,499,020 $ 95.2% 91 91 - - - - 91 273,000 $ 240,479 $ 88.1% 44 41 - - - - 44 110,000 $ 98,991 $ 90.0% 14,907 18,387 536 (146) (85) - 15,212 30,424,000 $ 27,052,131 $ 88.9% 35 33 - (2) (1) - 32 32,000 $ 29,247 $ 91.4% 60,368 66,066 1,613 13 (447) 1 61,548 537,056,625 $ 484,668,236 $ 90.2% Plus: Interest on financed SBLs 60,427,943
Total Principal & Interest 545,096,179
(1) This table does not include $32.1 million that has been collected life-to-date from defaulted SBL holders.

Total
Table 7
10,000
Santa Clara Stadium Authority
Currently Active Stadium Builder License (SBL) Summary (1) Through December 31, 2021
Seat Value
141,392
80,00040,00030,00020,00015,00012,000
6,0005,0004,0003,0002,5002,0001,000
11 18479025.1
Santa Clara Stadium Authority Budget Status Reports
Operating Budget
With 75% of the fiscal year complete, total operating revenues thru the third quarter of the 2021/22 fiscal year were $47.4 million representing 73% of the overall budget for revenues. Stadium rent earned from StadCo totaled $19.1 million or 77% of budget.

During the current reporting period, the Stadium Authority collected $15.4 million in SBL proceeds or 65% of budget. All SBL proceeds are to be transferred to the debt service fund per applicable loan agreements. 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.

Total operating expenses were $37.1 million, or 57% of the annual budget, which included the debt service transfers of $25.9 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 laws or self-dealing/conflicts of interest laws. At that meeting, the Board directed Executive Director to only 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 partial suspension of payments, 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 FY 2021/22 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 line are Stadium Operations, Engineering, Guest Services, Groundskeeping, Security and the Stadium Management 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 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.

With the positive developments regarding the ability for Levi’s® Stadium to host small and large Non-NFL events coming out of the Covid-19 pandemic, Stadium Manager requested for additional staffing needed to perform all obligations under the Management Agreement. In August 2021, the Board approved the budget amendment requested for five (5) additional positions: (a) Head of Public Ticketed Events, (b) Director of Procurement, (c) Senior Financial Analyst, (d) Accounting Manager, and (e) Staff Accountant.
12 18479025.1
Shared Stadium Manager expenses were at 80% of the budget, or $6.0 million of the $7.5 million budgeted amount and SBL Sales & Service expenses were 52% of the budget, or $1.8 million of the $3.4 million budgeted amount. Stadium Authority G&A costs were at 41% of the budget, or $2.1 million of the $5.1 million budgeted amount.

The Stadium Authority pays for all utility costs from February 1st through July 31st and the tenant (StadCo) pays for utility costs from August 1st through January 31st (Tenant Season). However, based on conversation at Stadium Manager-Stadium Authority Quarterly meeting, it was stated that the utility costs invoiced 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 historical usage and per the lease requirements regarding expenses for NFL sponsored events. No additional information was provided by the Stadium Manager 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 Out line item for a Board approved electrical maintenance and repair services related to Levi’s Signage Repairs project. It also includes an estimated $600,000 loss projected by the Stadium Manager for Non-NFL events. The Stadium Manager invoiced the Stadium Authority $510,000 in estimated Non-NFL events expenses through the third quarter. The invoice is premature, and the Stadium Manager did not provide adequate supporting documentation for the estimated expenses so the Stadium Authority withheld payments to this expense item as of the end of this quarter.

As of the end of third quarter of FY 2021/22, the Stadium Manager issued approximately $5.7 million in Notices of Default to the Stadium Authority for the unpaid NonCompensation Shared Stadium Manager expenses, SBL Sales & Service expenses, Utilities, Non-NFL event expenses and other G&A expense. These Notices of Default carry a 12% interest rate. The Stadium Manager invoiced a total of $186,033 in interests ($7,259 in first quarter, $52,651 in second quarter, and $126,123 in third quarter) for the outstanding Notices of Default at the end of December 31, 2021. These claims are currently in litigation.

Additional details are shown in Table 8.
13 18479025.1
Budget to Budget to
Final YTD Actual % Final YTD Actual %
Budget Actuals Difference Received Budget Actuals Difference Received Resources
Revenues
NFL Ticket Surcharge 8,665,000 $ 8,900,398 $ (235,398) $ 103% 8,665,000 $ - $ 8,665,000 $ 0% SBL Proceeds 23,682,000 15,391,101 8,290,899 65% 24,213,000 9,956,678 14,256,322 41% Interest 56,000 14,947 41,053 27% 896,000 28,112 867,888 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 3,635,262 49% 6,957,000 3,426,930 3,530,070 49% Sponsorship Revenue (STR) 325,000 243,750 81,250 75% 392,000 243,750 148,250 62% Rent 24,762,000 19,122,100 5,639,900 77% 24,762,000 14,857,200 9,904,800 60% Senior & Youth Program Fees 232,000 211,591 20,409 91% 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 $ 47,413,625 $ 17,623,375 $ 73% 68,187,000 $ 28,513,396 $ 39,673,604 $ 42% Total Resources 65,037,000 $ 47,413,625 $ 17,623,375 $ 73% 68,187,000 $ 28,513,396 $ 39,673,604 $ 42% Budget to Budget to
Final YTD Actual Final YTD Actual
Budget Actuals Difference % Used Budget Actuals Difference % Used Expenses
Shared Stadium Manager Expenses
Stadium Operations 1,681,393 $ 1,438,442 $ 242,951 $ 86% - $ - $ - $ NA Engineering 1,543,240 1,270,215 273,025 82% - - - NA
Guest Services 304,134 199,630 104,504 66% - - - NA
Groundskeeping 93,809 77,225 16,584 82% - - - NA
Security 378,652 311,655 66,997 82% - - - NA
Procurement 311,412 207,608 103,804 67% - - - NA
Insurance 3,136,000 2,457,134 678,866 78% 3,045,000 2,283,750 761,250 75% Stadium Management Fee - - - NA - - - NA
Shared Stadium Mngr Exps Subtotal 7,448,640 $ 5,961,909 $ 1,486,731 $ 80% 3,045,000 $ 2,283,750 $ 761,250 $ 75% Other Expenses
SBL Sales and Service 3,448,000 $ 1,800,000 $ 1,648,000 $ 52% 3,610,000 $ 1,717,000 $ 1,893,000 $ 48% Senior & Youth Fees (paid to City) 232,000 211,592 20,408 91% 230,000 - 230,000 0% Non-NFL Event Expense 600,000 - 600,000 0% - - - NA
Ground Rent (paid to City) 425,000 425,000 - 100% 390,000 390,000 - 100% Performance Rent (paid to City) - - - NA 555,000 - 555,000 0% Discretionary Fund Expense 250,000 - 250,000 0% 250,000 - 250,000 0% Utilities 1,586,000 495,500 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 Authority G&A 5,115,000 2,106,650 3,008,350 41% 4,581,000 1,981,261 2,599,739 43% Naming Rights Commission 88,000 88,244 (244) 100% 30,000 30,000 - 100% Legal Contingency 3,810,360 - 3,810,360 0% 9,231,000 - 9,231,000 0% Other Expenses 388,000 152,206 235,794 39% 1,400,000 552,251 847,749 39% College Football Playoff Expense - - - NA - 727 (727) NA Transfers Out 41,512,000 25,860,883 15,651,117 62% 42,847,000 35,440,676 7,406,324 83% Contribution to Operating Reserve - - - NA 348,000 - 348,000 0% Other Expenses Subtotal 57,480,360 $ 31,140,075 $ 26,340,285 $ 54% 65,142,000 $ 41,175,915 $ 23,966,085 $ 63% Total Expenses 64,929,000 $ 37,101,984 $ 27,827,016 $ 57% 68,187,000 $ 43,459,665 $ 24,727,335 $ 64% Operating Reserve 9,693,657 $ 11,940,523 $ 11,593,270 $ 11,592,741 $ Discretionary Fund 2,327,850 $ 2,327,850 $ 2,302,075 $ 2,327,850 $ Table 8
Operating Budget Status Report
For the Period Ending December 31, 2021 and 2020
Period Ending December 31, 2021 Period Ending December 31, 2020 Santa Clara Stadium Authority
14 18479025.1
Debt Service Budget
The Stadium Authority’s FY 2021/22 debt service revenue budget of $483,000 represents anticipated contributions from the Community Facilities District (CFD). The CFD levies and collects a special hotel tax on hotel rooms 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 CFD. During the first three quarters of the current fiscal year, $542,797 was contributed by the CFD. Transfers in from operating fund amounted to $25.9 million or 69% of budget.

Total Stadium Authority debt service expenses for the current reporting period were $24.9 million, 65% of the budgeted amount. The debt service expenses for the CFD Advance, the Term A Loan, and the StadCo Subordinated Loan were $1.3 million, $22.7 million, and $0.9 million, 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 the fact that ManagementCo had improperly withdrawn funds under the Revolving Loan without authorization 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 Company 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 recorded a receivable 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 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 Subordinate 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 was $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 dispute this diversion, the Stadium Authority has recorded a receivable from StadCo for $2,167,689 for the portion diverted from the funding instruction. 15 18479025.1
As of December 31, 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 9 and 10 and Chart 1. 16 18479025.1
Budget to Budget to
Final YTD Actual Final YTD Actual
Budget Actuals Difference % Received Budget Actuals Difference % Received Resources
Revenues
Contribution from CFD 483,000 $ 542,797 $ (59,797) $ 112% 4,028,000 $ 222,227 $ 3,805,773 $ 6% Revenues Subtotal 483,000 $ 542,797 $ (59,797) $ 112% 4,028,000 $ 222,227 $ 3,805,773 $ 6% Net Transfers In from Operating 37,572,000 25,860,884 11,711,116 69% 39,265,000 34,281,402 4,983,598 87% Contribution from Fund Balance - (1,523,608) 1,523,608 NA - 4,211,573 (4,211,573) NA Total Resources 38,055,000 $ 24,880,074 $ 13,174,926 $ 65% 43,293,000 $ 38,715,202 $ 4,577,798 $ 89% Budget to Budget to
Final YTD Actual Final YTD Actual
Budget Actuals Difference % Used Budget Actuals Difference % Used Expenses
CFD Advance 483,000 $ 1,273,677 $ (790,677) $ 264% 3,989,000 $ 1,613,936 $ 2,375,064 $ 40% Term A Loan 25,529,000 22,652,184 2,876,816 89% 25,562,000 22,510,009 3,051,991 88% StadCo Subordinated Loan 12,043,000 954,213 11,088,787 8% 13,742,000 14,591,257 (849,257) 106% Total Expenses 38,055,000 $ 24,880,074 $ 13,174,926 $ 65% 43,293,000 $ 38,715,202 $ 4,577,798 $ 89%Debt Service Reserve 11,536,235 $ 11,536,235 $ 11,536,235 $ 11,536,235 $ Table 9
Debt Service Budget Status Report
For the Period Ending September 30, 2021 and 2020
Period Ending December 31, 2021 Period Ending December 31, 2020 Santa Clara Stadium Authority
17 18479025.1
Chart 1
Type of Indebtedness
Interest
Rates
Outstanding as of
March 31, 2021 Net Change
Outstanding as of
December 31, 2021
Stadium Funding Trust Loan:

Term A Loan 5.00% 244,160,240 $ (14,022,000) $ 230,138,240 $ StadCo CFD Advance 5.73% 29,502,893 - 29,502,893
StadCo Subordinated Loan 5.50% 23,132,426 - 23,132,426
Total $ 296,795,559 $ (14,022,000) $ 282,773,559
For the Period Ending December 31, 2021
Table 10
Santa Clara Stadium Authority
Debt Summary Report
$-
$100
$200
$300
$400
$500
$600
$700
Mar 2012 Mar 2013 Mar 2014 Mar 2015 Mar 2016 Mar 2017 Mar 2018 Mar 2019 Mar 2020 Mar 2021 Dec 2021 Total Outstanding Debt (in millions)
Construction Loan StadCo Agency Advance Term B Loan
Term A Loan StadCo CFD Advance StadCo Subordinated Loan $41.1
$396.1
$653.4
$561.6
$464.7
$429.8
$382.7
$325.3 $340.2
$296.8 $282.8
■
■
■
■
■
■
18 18479025.1
Capital Improvement Project Budget
As part of the Capital Expense (“CapEx”) Plan, the following projects have been completed as of the current reporting period:
 Key Management System
 Rigaku CQL 1064nm Handheld Raman Chemical Detector
 True Defender FTX S1 WMD Chemical Detector
 Surveillance – Command Center Equipment
 CCTV Pop Up Trailers
 Security X-Ray Scanners
The following CapEx projects are currently in progress and expected to be completed by the end of the fiscal year:
 Financial Management Information System
 Vehicle Upfits for John Deere Gator
 Lift Station
 Tunnel Slip and Fall Protection
 RadHalo Remote Radiation Monitors
 PPE Replacement (Nomax Tops and Bottoms)
 Levi’s® Signage Repairs
 Non-Slip Floor Matting
The Stadium Authority’s FY 2021/22 CIP budget of $14.6 million was adopted on March 23, 2021, and the Board subsequently approved budget amendment of $256 thousand for electrical maintenance and repair services related to Levi’s® Signage Repairs project and Non-Slip Floor Matting project.

A total of $798,266 has been spent in FY 2021/22, which amounts to 5.4% of the budget.

The main reasons that this is below budget are (1) there has been little activity on warranty work which makes up 10.3% of the CIP Budget, and (2) a number of projects are behind schedule due to ManagementCo’s inability to demonstrate compliance with State procurement and prevailing wage laws. As a result, 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 11.
19 18479025.1
Budget to Budget to
Final YTD Actual Final YTD Actual
Budget Actuals Difference % Received Budget Actuals Difference % Received Beginning Balances 19,438,420 $ 20,805,741 $ (1,367,321) $ 17,837,300 $ 17,010,611 $ 826,689 Resources
- 3,940,000 3,940,000 0% 3,582,000 1,159,274 2,422,726 32% - - - NA - - - NA Total Resources 23,378,420 $ 20,805,741 $ 2,572,679 $ 89% 21,419,300 $ 18,169,885 $ 3,249,415 $ 85% Budget to Budget to
Final YTD Actual Final YTD Actual
Budget Actuals Difference % Used Budget Actuals Difference % Used Expenses
Construction 6,743,911 349,469 6,394,442 5% 4,725,327 18,442 4,706,885 0%Equipment 5,991,621 448,797 5,542,824 7.5% 6,460,557 675,812 5,784,745 10%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 14,887,669 $ 798,266 $ 14,089,403 $ 5.4% 13,273,382 $ 694,254 $ 12,579,128 $ 5% Ending Balances 8,490,751 $ 20,007,475 $ 8,145,918 $ 17,475,631 $ Transfers In from Stadium Manager
Table 11
CIP Budget Status Report
Transfers In from Operating Budget
For the Period Ending December 31, 2021 and 2020
Period Ending December 31, 2021 Period Ending December 31, 2020 Santa Clara Stadium Authority
20 Capital Improvement Project Budget - Adjustment
From time to time, budget amendments may be necessary to align capital expenditures to actual or unexpected activities during the course of a fiscal year. In FY 2021/22, there were three prior fiscal year’s CapEx projects that were completed in FY2021/22. The Rope Rescue Gear, Stadium Personal Protective Equipment and Public Safety Command Post Dispatch System projects were expected to be completed during FY 2020/21 but were delayed due to the ongoing impacts of the COVID-19 on global supply chains and documentation request from the Stadium Manager. As a result, the projects were completed in FY 2021/22 and a budget adjustment is needed to reflect the costs of the projects.

Therefore staff is requesting the budget amendments noted in Table 12.

Final
Adopted Amended Amended
Budget Budget Adjustments Budget
Beginning Balance $ - 19,438,420 $ - $ 19,438,420 $
Resources
Revenues
Transfers in from Operating 3,690,000 250,000 3,940,000 Total Resources 23,128,420 $ 250,000 $ - $ 23,378,420 $ Final
Adopted Amended Amended
Budget Budget Adjustments Budget
Expenses
Construction 6,743,911 $ - $ - $ 6,743,911 $
Equipment 5,734,770 256,851 126,940 6,118,561
Contingency 623,935 - - 623,935
Stadium Warranty Related Construction 1,528,202 - - 1,528,202 Total Expenses 14,630,818 $ 256,851 $ 126,940 $ 15,014,609 $ Capital Expense Reserve 8,497,602 $ 8,490,751 $ 8,363,811 $ Table 12
Santa Clara Stadium Authority
2021/22 CIP Budget Adjustment
2021/22 Fiscal Year
21 City of Santa Clara Net General Fund Impact
During the current reporting period there was a total of $1,015,309 that was contributed to the General Fund as shown in Table 12. This section of the report also provides information on General Fund revenue and expenditure impacts resulting from the stadium.

Public Safety and Administrative Cost Reimbursement
As described in earlier sections of this report, costs incurred by the City on NFL and NonNFL events are tracked and billed to the Stadium Manager. Public safety costs incurred in support of NFL and Non-NFL events occurring in FY 2021/22 will be reimbursed in full to the City of Santa Clara.

In addition to public safety costs, administrative 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 three quarter of FY 2021/22, a total of $1,090,752 of administrative costs were incurred by the General Fund, which have been reimbursed to the City.

Rents and Senior and Youth Program Fees
As noted above the City’s General Fund collected ground rent of $425,000. Additionally, Senior and Youth Program Fees generated $211,591, of which the entire amount was forwarded to the City in support of senior and youth programs. Lastly, the Tasman Lots Parking Fee generated $19,650 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.

Ground Rent 425,000 $
Performance Rent -
Senior and Youth Program Fees 211,591
Tasman Lots Parking Fee 19,650
Sales Tax 359,068
Total Net General Fund Impact 1,015,309 $
Table 13
City of Santa Clara
Net General Fund Impact
For Stadium Authority Fiscal Year to Date Ending December 31, 2021 22 Food and beverage concession sales and merchandise sales at Levi’s® Stadium are taxable, resulting in sales tax revenue for the City. The last three quarters of sales tax collections from Levi’s® Stadium transactions generated $359,068 for the City’s General Fund. In addition to the direct sellers at the Stadium, other businesses in Santa Clara are 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 Redevelopment Property Tax Trust Fund (RPTTF).

Amounts remaining in the RPTTF after paying any enforceable obligations of the Successor Agency are distributed to taxing entities 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.

23 Glossary
This section of the report provides 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 ticketed Non-NFL events are required to collect a Non-NFL Event Ticket Surcharge of $4 per ticket on behalf of the Stadium Authority. One-half of these proceeds are used to cover Stadium Authority 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 half 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 Authority 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 $
24 Beginning with FY 2018/19, the Stadium Authority budgeted the Non-NFL event activity at gross, budgeting for revenue and expenses separately. In the prior 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-based 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. Therefore, 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. 25 Senior and Youth Program Fees – The Amended and Restated Stadium Lease Agreement requires that StadCo collect a Senior and Youth Program Fee of $0.35 per NFL ticket sold on behalf of the Stadium Authority. 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 entities. In addition to the base management fee, the Stadium Manager also 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 marketing and booking fee benchmark 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.

Fiscal
Year
Lease
Year
Annual Base
Stadium
Management Fee
(SCSA Share)
Stadium
Marketing and
Booking Fee
Benchmark
Net Income
from Non-NFL
Events
Additional
Stadium
Marketing and
Booking Fee
Total Stadium
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 5,316,894 212,800 620
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 (2,741,014) 231,855 -
2020/21 7 238,810 5,970,261 (476,960) 238,810 -
2021/22(1) 8 245,975 6,149,369 (550,000) 245,975 -
2022/23 9 253,354 6,333,850
2023/24 10 260,955 6,523,866
(1) Net loss from Non-NFL events for FY 2021/22 is a projection.

Attachment 2
Rope Rescue Gear Project
Ph: 510-839-5111
TF: 800-443-3556
Fax: 510-839-5325
[email protected]
DUNS#: 00-922-4163
Pacific North Division
6723 Sierra Court, Suite C
Dublin, CA 94568
www.LNCurtis.com
Invoice No. INV555410

Page 1 of 1 ends

Invoice
SOLD TO: SHIP TO:

Santa Clara City Fire Department
777 Benton Street
Santa Clara CA 95050
Santa Clara City Fire Department
Anthony Pascoal
1900 Walsh Avenue
Santa Clara CA 95050
REMIT PAYMENT TO:

L.N. Curtis and sons
Dept. 34921
P.O. Box 39000
San Francisco, CA 94139
INVOICE NO. SALES ORDER
NO. INVOICE DATE
INV555410 682634 12/28/2021

DATE DUE SALES DATE TOTAL
01/27/2022 11/16/2021 $824.99
CUST ORDER/PO NO. ORDERING PARTY CUSTOMER NO. SALESPERSON FOB TRACKING NUMBERS SCSA088 Anthony Pascoal C36300 Trevor Murphy DEST

ACCOUNTING INSTRUCTIONS
EMAIL ALL INVOICES TO: [email protected]

LN QTY UNIT PART NUMBER DESCRIPTION UNIT PRICE TOTAL PRICE 1 4 EA 301017 CMC Yellow/ Black Y-Shok Lanyard $189.00 $756.00 TERMS NET 30
Service charge 1.5% per month added after 30 days Subtotal $756.00 Tax Total $68.99
Transportation $0.00
Total $824.99
Total Payments $0.00
Total Due $824.99
CURTIS

TOOLS FOR HEROES
Ph: 510-839-5111
TF: 800-443-3556
Fax: 510-839-5325
[email protected]
DUNS#: 00-922-4163
Pacific North Division
185 Lennon Lane Suite 110
Walnut Creek, CA 94598
www.LNCurtis.com
Invoice No. INV487963

Page 1 of 2 ends

Invoice
SOLD TO: SHIP TO:

Santa Clara City Fire Department
777 Benton Street
Santa Clara CA 95050
Santa Clara City Fire Department
Anthony Pascoal
1900 Walsh Avenue
Santa Clara CA 95050
REMIT PAYMENT TO:

L.N. Curtis and sons
Dept. 34921
P.O. Box 39000
San Francisco, CA 94139
INVOICE NO. SALES ORDER NO. INVOICE DATE
INV487963 606725 05/10/2021

DATE DUE SALES DATE TOTAL
06/09/2021 12/09/2020 $4,794.91
CUST ORDER/PO NO. ORDERING PARTY CUSTOMER NO. SALESPERSON FOB TRACKING NUMBERS SCSA088 Anthony Pascoal C36300 Trevor Murphy DEST

ACCOUNTING INSTRUCTIONS
DO NOT MAIL EMAIL ALL INVOICES TO: [email protected]

LN QTY UNIT PART NUMBER DESCRIPTION UNIT PRICE TOTAL PRICE 1 1 EA 727300 CMC Arizona vortex tripod kit, includes:
1 - Head set kit
1 - Head set pulley wheel
4 - Head set pins
1 - Head set backpack
3 - Inner legs
7 - Outer legs
17 - Leg/foot pins
3 - Leg bags w/ shoulder straps
3 - Flat (omni) feet
3 - Raptor (claw) feet
2 - Foot storage sleeves
1 - Orange pin bag
21 - Hi-viz orange pin flags
1 - Adjustable hobble straps
1 - 8mm safety tether cord, 40' length
1 - User's manual
$4,399.00 $4,399.00
CURTIS

Page 2 of 2 ends

TERMS NET 30
Service charge 1.5% per month added after 30 days Subtotal $4,399.00 Tax Total $395.91
Transportation $0.00
Total $4,794.91
Total Payments $0.00
Total Due $4,794.91
CURTIS

Page 1 of 1 ends

Invoice
SOLD TO: SHIP TO:

Santa Clara City Fire Department
777 Benton Street
Santa Clara CA 95050
Santa Clara City Fire Department
Anthony Pascoal
1900 Walsh Avenue
Santa Clara CA 95050
REMIT PAYMENT TO:

L.N. Curtis and sons
Dept. 34921
P.O. Box 39000
San Francisco, CA 94139
INVOICE NO. SALES ORDER NO. INVOICE DATE
INV483763 606725 04/26/2021

DATE DUE SALES DATE TOTAL
05/26/2021 12/09/2020 $1,673.15
CUST ORDER/PO NO. ORDERING PARTY CUSTOMER NO. SALESPERSON FOB TRACKING NUMBERS SCSA088 Anthony Pascoal C36300 Trevor Murphy DEST

ACCOUNTING INSTRUCTIONS
DO NOT MAIL EMAIL ALL INVOICES TO: [email protected]

LN QTY UNIT PART NUMBER DESCRIPTION UNIT PRICE TOTAL PRICE 1 1 EA 721903 CMC Rescue spec pak patientextrication system $1,535.00 $1,535.00 TERMS NET 30
Service charge 1.5% per month added after 30 days Subtotal $1,535.00 Tax Total $138.15
Transportation $0.00
Total $1,673.15
Total Payments $0.00
Total Due $1,673.15
CURTIS

Page 1 of 2 ends

Invoice
SOLD TO: SHIP TO:

Santa Clara City Fire Department
777 Benton Street
Santa Clara CA 95050
Santa Clara City Fire Department
Anthony Pascoal
1900 Walsh Avenue
Santa Clara CA 95050
REMIT PAYMENT TO:

L.N. Curtis and sons
Dept. 34921
P.O. Box 39000
San Francisco, CA 94139
INVOICE NO. SALES ORDER NO. INVOICE DATE
INV481697 606725 04/19/2021

DATE DUE SALES DATE TOTAL
05/19/2021 12/09/2020 $19,761.05
CUST ORDER/PO NO. ORDERING PARTY CUSTOMER NO. SALESPERSON FOB TRACKING NUMBERS SCSA088 Anthony Pascoal C36300 Trevor Murphy DEST

ACCOUNTING INSTRUCTIONS
DO NOT MAIL EMAIL ALL INVOICES TO: [email protected]

LN QTY UNIT PART NUMBER DESCRIPTION UNIT PRICE TOTAL PRICE 1 1 EA 727400 CMC Azorp kit arizonavortex $490.00 $490.00 2 4 EA 500104 CMC System aztek proseries $375.00 $1,500.00 3 1 EA 733500 HARKEN Winch lokhead kit $2,749.00 $2,749.00 4 4 EA 240029 CMC Proseries radio harness $75.00 $300.00 5 1 EA CMC CUSTOM 000045 As follows:
733431

DRILL ADAPTER, POWERED CRANK

HANDLE, HARKEN
$27.00 $27.00
6 1 EA 201022 CMC Sma blue proseries anchor strap $44.00 $44.00 7 1 EA 201023 CMC Med blue proseries anchor strap $46.00 $46.00 8 1 EA 201024 CMC Lar blue proseries anchor strap $47.00 $47.00 9 1 EA 201025 CMC XLarge blue proseries anchor strap $51.00 $51.00 10 1 EA 201026 CMC XXL blue proseries anchor strap $56.00 $56.00 11 2 EA 345D23 CMC Lar red petzl i'd self-braking descender $275.00 $550.00 12 1 EA 501358 CMC Team mpd fire-rescue kit
** For detailed description see product
specifications at bottom of order/quote
$9,299.00 $9,299.00
13 1 EA 752201 CMC Sked basic rescue system orange with cobra buckles, sk-200c-or
$675.00 $675.00
14 2 EA 300750 CMC Enforcer load cell kit UL certified to NFPA $665.00 $1,330.00 15 50 FT 200106 CMC 1" Green tubular webbing, ft $0.37 $18.50 CURTIS

Page 2 of 2 ends

LN QTY UNIT PART NUMBER DESCRIPTION UNIT PRICE TOTAL PRICE 16 120 FT 200107 CMC 1" Yellow tubular webbing $0.37 $44.40 17 150 FT 200102 CMC 1" Blue tubular webbing $0.37 $55.50 18 200 FT 200101 CMC 1" Orange tubular webbing $0.37 $74.00 19 1 EA 567010 CMC Resqmax titanium grappling hook $773.00 $773.00 TERMS NET 30
Service charge 1.5% per month added after 30 days Subtotal $18,129.40 Tax Total $1,631.65
Transportation $0.00
Total $19,761.05
Total Payments $0.00
Total Due $19,761.05
CURTIS

TOOLS FOR HEROES
Attachment 3
Stadium Personal Protective
Equipment
Ph: 510-839-5111
TF: 800-443-3556
Fax: 510-839-5325
[email protected]
DUNS#: 00-922-4163
Pacific North Division
6723 Sierra Court, Suite C
Dublin, CA 94568
www.LNCurtis.com
Invoice No. INV492681

Page 1 of 2 ends

Invoice
SOLD TO: SHIP TO:

Santa Clara City Fire Department
777 Benton Street
Santa Clara CA 95050
Santa Clara City Fire Department California
Larry Mar
3011 Corvin Drive
Santa Clara CA 95051
REMIT PAYMENT TO:

L.N. Curtis and sons
Dept. 34921
P.O. Box 39000
San Francisco, CA 94139
INVOICE NO. SALES ORDER
NO. INVOICE DATE
INV492681 609463 05/25/2021

DATE DUE SALES DATE TOTAL
06/24/2021 12/22/2020 $14,885.99
CUST ORDER/PO NO. ORDERING PARTY CUSTOMER NO. SALESPERSON FOB TRACKING NUMBERS SCSA087 Larry Mar C36300 Trevor Murphy FTSP

ACCOUNTING INSTRUCTIONS
[email protected]

NOTES & DISCLAIMERS
Safety Warning Notice: Products offered, sold, or invoiced herewith may have an applicable Safety Data Sheet (SDS) as prepared by the manufacturer of the product. Any handlers or users of product should refer to applicable SDS prior to handling or utilizing the product. Applicable SDS are included with shipment of products. For other important product notices and warnings, or to request an SDS, please contact Curtis or visit https://www.lncurtis.com/product-notices-warnings

LN QTY UNIT PART NUMBER DESCRIPTION UNIT PRICE TOTAL PRICE 1 2 EA CREWBOSS CUSTOM As follows;
SRS0104

SANTA CLARA USAR SHIRT SPEC
SIZE: SMALL
$349.00 $698.00
2 8 EA CREWBOSS CUSTOM As follows;
SRS0104

SANTA CLARA USAR SHIRT SPEC
SIZE: MEDIUM
$349.00 $2,792.00
3 15 EA CREWBOSS CUSTOM As follows;
SRS0104

SANTA CLARA USAR SHIRT SPEC
SIZE: LARGE
$349.00 $5,235.00
CURTIS

TOOLS FOR HEROES
Ph: 510-839-5111
TF: 800-443-3556
Fax: 510-839-5325
[email protected]
DUNS#: 00-922-4163
Pacific North Division
6723 Sierra Court, Suite C
Dublin, CA 94568
www.LNCurtis.com
Invoice No. INV492681

Page 2 of 2 ends

LN QTY UNIT PART NUMBER DESCRIPTION UNIT PRICE TOTAL PRICE 4 11 EA CREWBOSS CUSTOM As follows;
SRS0104

SANTA CLARA USAR SHIRT SPEC
SIZE: XLARGE
$349.00 $3,839.00
5 3 EA CREWBOSS CUSTOM As follows;
SRS0104

SANTA CLARA USAR SHIRT SPEC
SIZE: 2XLARGE
$349.00 $1,047.00
TERMS NET 30
Service charge 1.5% per month added after 30 days Subtotal $13,611.00 Tax Total $1,224.99
Transportation $50.00
Total $14,885.99
Total Payments $0.00
Total Due $14,885.99
CURTIS

TOOLS FOR HEROES
Attachment 4
Public Safety Command Post
Dispatch System
March 4, 2022
Kenn Lee
Santa Clara Stadium Authority
1500 Warburton Avenue
Santa Clara, CA 95050
Re: Stadium Authority Capital Expenditures – Public Safety Equipment Project Payment Mr. Lee,
On March 27, 2018, the Stadium Authority approved various Capital Expenditures, which included the costs of the replacement of certain public safety equipment. In an effort to improve dispatch communications between emergency services personnel and event day employees at Levi’s® Stadium (the “Stadium”), Stadium Manager determined that the command post’s efficiency could be enhanced through the implementation of a public safety command post dispatch system (the “Project”). Of the various Capital Expenditures approved by Stadium Authority on March 27, 2018, an estimated budget of $189,200 was apportioned for this Project.

As the total budgeted value of this contract ($189,200) fell below the threshold of $250,0001, no competitive bidding was required in the purchase of the equipment. Golden State Communications, Inc. (“Golden State Radio” or “Contractor”) was selected because of its ability to ensure that all utilized equipment would effectively interface with the City of Santa Clara’s public safety equipment and software then in existence at the Stadium. Contractor assessed the equipment and software infrastructure needs of the Stadium and submitted an invoice for $170,000, dated September 12, 2018 (attached as Exhibit A), which provided quantities, model numbers, and detailed descriptions of each piece of equipment, as well as project labor and expenses. Subsequently, on October 30, 2018, Stadium Manager tendered a letter to the Stadium Authority serving as notice of Stadium Manager’s intent to execute a contract with Golden State Radio (attached as Exhibit B).

After a series of communications, you provided Stadium Manager with a letter response2 implying that Stadium Manager failed to comply with prevailing wage laws on this Project due to installation and setup labor services valued at $6,242.00 (attached as Exhibit C). Contractor submitted a detailed description of the labor services actually performed (herein after referred to

1 See Section 17.30.050(b) of the Stadium Authority Procurement Policy, which does not require public bidding for contracts valued at less than $250,000 that involve the purchase of supplies, materials, and equipment. Per Section 17.30.020(a), “Contract Value” is determined by the costs of goods and supplies (i.e. the equipment), as well as costs associated with the installation and services under the contract. 2 dated October 23, 2019.

STADIUM

FORTY NINERS STADIUM MANAGEMENT COMPANY
4900 Marie P. DeBartolo Way I Santa Clara, CA 95054
as the “SOW,” attached as Exhibit D3
), which further establishes that prevailing wage was not required in connection with the work performed under this contract.

California Labor Code § 1720(a)(1) classifies “installation” work as a prerequisite of prevailing wage determinations under a public works contract in instances where there is a permanent affixing (e.g. bolting, securing or mounting) of fixtures to realty. Under California Civil Code § 660, a “fixture” is defined as:
“[a] thing [that] is deemed to be affixed to land when it is attached to it by roots, as in the case of trees, vines, or shrubs; or imbedded in it, as in the case of walls; or permanently resting upon it, as in the case of buildings; or permanently attached to what is thus permanent, as by means of cement, plaster, nails, bolts, or screws.” The SOW’s installation process involved setting up dispatch gateways to donor radios, then wiring those donor radios to properly connect to preexisting power sources within the Stadium.

These equipment items were racked in (i.e. set inside of) a cabinet, which was subsequently housed within the radio support room on the 800-level of the Stadium. Contractor was also responsible for connecting antenna cables and network lines from the preexisting power sources to the racked equipment cabinets. Once these tasks were completed, Contractor was instructed to set up the computer stations by connecting microphones and footswitches and establishing the proper network connectivity. Stadium Manager’s personnel and dispatchers worked in conjunction with Contractor to develop working knowledge of the console dispatch system and to verify that all computer consoles and software settings functioned satisfactorily before final completion of the Project.

In carrying out its services, Contractor was not required to permanently affix any fixtures or equipment, nor penetrate or create a physical change to the structure of the Stadium; thus, no “installation” services – as defined by the California Labor Code – were performed. In light of this, the Project did not qualify as a “public work” under the statutory guidelines. If a contracted project exceeding $1,000 in value does not involve “public work,” prevailing wage will not apply.

On March 15, 2019, Contractor issued a receipt of payment of $85,000 towards the total balance due (attached as Exhibit E). To date, no additional payments have been made by Stadium Authority to Contractor for this Project.

As the attached documentation clearly demonstrates that Stadium Manager complied with all applicable bidding requirements, California Labor Code, and other local and state law for this Project, Stadium Authority must immediately remit payment 4 to Golden State Radio for the
outstanding balance of $85,000 for services provided.
3 Stadium Manager sent a request to Golden State for the original SOW via email correspondence. Golden State responded to Stadium Manager operations personnel on September 24, 2020 with a description of the work actually performed. 4 Payment may be remitted to: Golden State Communications, Inc. 978 Rincon Circle, San Jose, CA 95131. Office: (408) 558-2700. Fax:
(408) 558-2719. www.goldenstateinc.com
Sincerely,
Esther Chi
cc: Scott Sabatino, Chief Financial Officer
Hannah Gordon, Chief Administrative Officer and General Counsel Jihad Beauchman, Deputy General Counsel
978 Rincon Circle
San Jose, CA 95131
Tel: 408-558-2700
Fax: 408-558-2719
www.goldenstateinc.com
Primary Site Information
Company: Forty Niners Stadium Management Company Invoice Number: 2018-4494 Invoice Date: 9/12/2018 Address: 4900 Marie P. De Bartolo Way City, State, Zip: Santa Clara, CA 95054
Phone: 408-562-4949 Prepared by: Gary Carroll
Item Qty Model Number Description
Price Each
(USD)
Extended Price
(USD)
Console (Operator) Position Hardware/Software
1 4 T2-SCOUT-SMW12 $ 15,506.00 $ 62,024.00 $
2 4 ACC-CPU-WIN7-DN $ 1,410.00 $ $ 5,640.00
3 4 ACC-TSC-23WS-PC $ 2,068.00 $ $ 8,272.00
4 8 ACC-HED-BASE-WLS-6W $ $ 793.00 6,344.00 $
5 8 ACC-HED-TOP-SING-NC
Tier 2 Scout Console Package with 12 channel software media workstation. Includes Scout Standard Runtime, DMS, Tier 1 Capabilities plus P25 Trunked, DMR Trunked, MPT Trunked, NXDN Trunked and IRR. Windows 7 PC, Monitor, and other USB accessories not included.

NENA Headset interface is NOT available in this package.

PC mini tower with dual NICs for Console Position or "Plus" Console Packages, MS Windows 7 Professional 64 bit OS. Used in a Scout System when a Standard Desktop computer is needed.
23" LED touch screen for PC console - 16x9 format
Plantronics CA12CD Wireless PTT Headset Base. Headset top is sold separately.

Headset top, Plantronics Supra HW251N monaural with noise canceling microphone. Requires base.
$ 109.00 $ $ 872.00
6 4 ACCUSB-FSW-SING USB PTT Footswitch Accessory, Software Media Workstation 301.00 $ 1,204.00 $
7 8 ACCUSB-HJB Avtec USB Headset/handset jack box (single jack), Scout Software Media Workstation
$ $ 513.00 4,104.00 $
$ 107,460.00 $
Gateways and Endpoint Hardware/Software
9 1 SFW-VPG-L2 Redundant VPGate Software License for a maximum of 80 endpoints; up to 40 may be "B" Licenses.
$ 35,236.00 $ 35,236.00 $
10 2 ACC-CPU-RM-WIN7
Industrial 1U Computer with Windows including Solid State hard drive and Windows7 Professional 64 bit OS. Rack mount for Cabinets. Requires DISP-XXXX for monitor, keyboard, etc.

Used in a Scout System when a Standard Rack mount
computer is needed.
$ 5,043.00 $ 10,086.00 $
11 1 OUTPOST-2R Radio Controller, VoIP, 2 Ports, 12VDC input $ 2,275.00 $ 2,275.00 $ 12 2 OUTPOST-RJ-CONN Connector for OUTPOST Radio port that supports RJ45 cable for 2/4W tone keying and E&M applications.
$ 52.00 $ 104.00 $
13 1 DISP-KVM-F-RR 1U LCD Folding Display, for Relay Rack. Includes Keyboard with trackpad and 8-port KVM
$ 3,073.00 $ 3,073.00 $
14 1 ACC-NETWK-24P-SFP4 24 Port Gigabit Switch with 4 SFP Ports $ 2,482.00 $ 2,482.00 $ Gateway & Endpoint Equipment Subtotal: $ 53,256.00 $
Racking Equipment
14 1 ACC-MTG-2U-RR Kit to rack mount two (2) each ACC-CPU-RM-2012 or -WIN7 in 19" Relay Rack. 2U high. $ 389.00 $ 389.00 $
15 1 OUTPOST-RACKMT-PKG 3U Rack mount shelf (holds 1-4 Outposts) plus 3U Rack mount power supply $ 622.00 $ 622.00 $
Racking Equipment Subtotal: $ 1,011.00 $
Console Equipment Subtotal
Confidential
Printed: 9/12/2018 1:36 PM

Page 1 of 4 ends

$
8 1 Eventide NextLog 740 Recorder $ 19,000.00 $ 19,000.00 $

EXHIBIT A
Communications, Inc.

Sales Invoice
Item Qty Model Number Description
Price Each
(USD)
Extended Price
(USD)
Recommended Spare Equipment
16 1 ACCPLUS-HJB Headset/handset jack box (single jack), Scout Media Workstation Plus $ 513.00 $ 513.00 $
17 2 ACC-HED-TOP-SING-NC Headset top, Plantronics Supra HW251N monaural with noise canceling microphone. Requires base. $ 109.00 $ 218.00 $ $ 731.00 $
Console Equipment, Software, & Licensing Total: $ 162,458.00 $ ScoutCare Software and Hardware Maintenance
18 1 SCOUTCARE-T1 Year 1 Annual Software Maintenance and Technical support. $ included 19 1 SCOUTCARE-HARDWARE Year 1 Annual Hardware Maintenance $ included $ included
Shipping, Handling, and Insurance
20 1 Lump sum packaging, shipping, and insurance FOB Origin 1,300.00 $
Professional Services and Expenses
21 1 Project Labor and Expenses (see Statement Of Work for details)
$ 6,242.00 6,242.00 $
end $ 7,542.00 $
Extended Price
Total (USD) 170,000.00
Shipping & Professional Services Subtotal:

Recommended Spare Equipment Subtotal:

Year 1 Maintenance & Support Subtotal:

Confidential
Printed: 9/12/2018 1:36 PM

Page 2 of 4 ends

978 Rincon Circle
San Jose, CA 95131
Tel: 408-558-2700
Fax: 408-558-2719
www.goldenstateinc.com
1,300.00 $
20 1
Radio Equipment Programming included included
EID License Linked Capacity Plus Upgrade included included Communications, Inc.

EXHIBIT B
October 30, 2018
Deanna Santana
City Manager
Santa Clara City Hall
1500 Warburton Avenue
Santa Clara, CA 95050
Re: SCSA Project Notification
Dear Deanna,

STADIUM

FORTY NINERS STADIUM MANAGEMENT COMPANY
We are writing to inform you of two projects that we have initiated in accordance to the SCSA Capital Expenditures approval on March 27, 2018.

This letter service as notification of our intent to execute a contract with the vendors listed in the detail.

Below, please find the detail of the approved projects.

APPROVED CONTRACT AMOUNT
• Hot Water Additions for Sump Pump $367,509 $114,889
Install four sump pumps and substation water source heat pumps to hose down the sump wells in the sewage system. Partial project work is being completed by DLI Mechanical and the estimated contract is $114,889. • Santa Clara Public Safety Equipment $647,855 $189,200 The procurement includes major equipment replacement for Santa Clara Public Safety, Police and Fire. A public safety command post dispatch system will be purchased from Golden State Radio. The estimated contract amount is $189,200.

Should you have any questions, I am available to discuss at your convenience Notified: ____________ _
Deanna Santana
Executive Director
•
,_---:2Jl'~n...
resident,
URIO ~
Stadium Operations & General Manager
cc: Walter Rossmann, City of Santa Clara
Catlin Ivanetich, City of Santa Clara
Scott Sabatino, San Francisco 4ers CFO
Date: ___ ___ ___ _
Hannah Gordon, San Francisco 49ers General Counsel
Jihad Beauchman, San Francisco 49ers Deputy General Counsel Nelson Ferreira, San Francisco 49ers Director, Technical Operations Levi 's® Stadium I 4900 Marie P. De Bartolo Way I Santa Clara , CA 95054

EXHIBIT C
SCSA

SANTA CLARA STADIUM AUTHORITY
October 23, 2019
Ms. Esther Chi, Vice President, Controller
Forty Niners Management Company LLC
4900 Marie P. De Bartolo Way
Santa Clara, California 95054
SUBJECT: Stadium Authority CapEx Project Invoices
Dear Ms. Chi:

This letter is in response to the invoices your office forwarded on August 15, 2019 and your subsequent letter on October 15, 2019. As you may know, the Stadium Authority Board instructed the partial suspension of payments at the March 27, 2019 Stadium Authority Board meeting. At that meeting, the Board directed the Executive Director to only release public funds to the Forty Niners Management Company (Manco) if fill supporting documents have been submitted and adhere to our agreements and State and local laws.

As part of that suspension of payment, the Stadium Authority continues to pay for utilities, insurance and costs associated with SBL sales and services.

Any delays to Stadium Manager's procurement processes have been due to Stadium Manager's failure to meet minimal levels of competence in public financial and legal standards. This has been compounded by continuous stonewalling in providing the Stadium Authority with its own records. A detailed review of the invoices provided to the Stadium Authority for payment revealed that you have intentionally separated invoices for supplies and equipment from the labor/installation cost related to the supplies and equipment. In the accompanying letter provided by your staff, it states that "because no on-site labor is involved, there are no prevailing wage or bond requirements that apply to these purchases of equipment". This is simply not true. Because the Stadium is a public facility, and in accordance with our Agreement1, the compliance of State and local labor laws would be in effect for eligible projects, regardless of whether the installation is completed by the Forty Niners Stadium Company, LLC (StadCo), or an outside contractor.

As such, it is required that the Stadium Authority have complete documentation on how 1 Except as oth erwise express ly defin ed, all capitali zed terms when used herein shall have th e sa me meanings as given such terms in the Am ended and Restated Stadium Lease Agreement by and between th e Stadium Authority and Tenant dated as of March 28, 2012, as am ended and restated as of June 19, 2013. 1500 Warburton Avenue I Santa Clara, CA I 95050 I 408.615.2210 MS. ESTHER CHI, VICE PRESIDENT, CONTROLLER
Re: Stadium Authority CapEx Project Invoices
October 23, 2019
Page2of2
these improvements were completed, how they complied to prevailing wage and bond requirements for eligible projects and done with industry experts that protects the Stadium Authority's asset. In other words, when presenting requests for payment, the Stadium Manager must provide £1! documentation related to the goods and materials purchases and the labor/installation; which has been the Stadium Authority's direction for quite some time now.

The Stadium Authority will only process and pay for projects that contain complete documentation of £1! project costs and verification that completion of these projects followed our Agreement and State and local labor laws. The invoices that the Stadium Manager submitted do not contain complete or accurate documentation of costs related to labor, goods and materials, nor do they follow proper procurement processes or provide information about the industry experts performing the labor. As such, the Stadium Authority cannot pay the remaining invoices until the Stadium Manager complies with all the requirements set forth in our Agreement and State and local labor laws. Any delay is entirely on the part of the Stadium Manager.
~'cf-_
Kenn Lee
Treasurer
CC: Deanna J. Santana, Executive Director
Brian Doyle, Stadium Authority Counsel
SCSA SAHTA ClARA STADHJH AUTHORITY
From: Jessica Carroll <[email protected]>
Sent: Thursday, September 24, 2020 1:34 PM
To: Graber, Craig <[email protected]>; Montgomery, Jason <jason.montgomery@49erssmc.com> Subject: Summary of Dispatch Console set up and installation Let me know if this is sufficient for is being requested for the set up and installation of the dispatch consoles.
*All below work was completed by Golden State Communications, Inc full time staff. All the Set Up and Installation for the Dispatch Consoles is adding equipment onto an already fully functioning radio system that Golden State Communications Inc, had previously installed, manages and controls at Levi’s Stadium.

Summary of Set up and Installation of the Dispatch Consoles Set Up
Communicate with Levi’s IT to make sure that what is needed on the network side is ready to be provided when equipment is installed.

Set up the dispatch gateways to the Donor Radios
Wire up the Donor radios to the power supplies
Wire up the gateways to the Donor radios
Rack all the equipment in cabinet that is provided by Golden State Once all equipment is racked, we power on the equipment and program the donor radios with the Radio system programming.

Set up and power on all the computers. Load the dispatch software into the computers Configure the software to talk to the gateways through the network Set up the layout of the dispatch console so that the layout is the way the dispatcher wants it to show up on their computer station.

Installation
Bring the radio cabinet with the donor radios and gateways up to where this equipment will be housed at the stadium.

Run the antenna cable for 8 antennas
Run an extension for power to the cabinet
Run network lines to each gateway
Complete all connections for the donor radios and gateways then power on the system.

Set up the computer stations in each location identified by Levi’s that they needed a console.

Install the computer mics and footswitches to each computer location Work with Levi’s IT to make sure the network connection is working correctly.

EXHIBIT D
When everything is up and running you start to test the system and start making adjustments for volume purposes etc in both the computer consoles and software settings.

Make sure all channels are working on the consoles, all functionality is the way it is needed to be to the satisfaction of the dispatchers
Training sessions for the dispatchers so that they learn how to use the console and all the features.

Jessica Carroll
[email protected]
Executive Account Manager |Golden State Communications, Inc.

T 408.558.2700 C 408.636.6288
LOOK AT THE new WAVE OnCloud Two-Way Radio Solution https://www.tlkptt.com/ptt-brochure/ Watch how it
works https://video.motorolasolutions.com/detail/video/6052869020001/wave%E2%84%A2- broadband-push-to-talk-allows-europe-wide-communication&q=WAVE Ask us for a 1 week FREE Demo Trial 408.558.2700
,G olld!e·rn State·
,Communicati:ons, Inc ..

EXHIBIT E
Golden State Communications, Inc.
978 Rincon Circle
San Jose, CA 95131
Sell
To: Forty Niners Stadium Management Company
Accounts Payable
4900 Marie P. De Bartolo Way
Attn: Accounts Payable
SANTA CLARA, CA 95054
Ship Via
Term s Net 30 Days
Item No. Description
S2-61815 Console{Operator) Position
Hardware/Software
SFW-VPG-L2 Gateways and Endpoint Hardware/Software
ACC-MTG-2U-RR Racking Equipment
ACCPLUS-HJB Spare Equipment
02-SLS DEL Shipping & Handling
03-INSTALL Installation/ Setup
Unit Quantity
Each 1
Each 1
Each 1
Each 1
Each 1
Each 1
Sales Invoice
Sales Invoice Number: 2018-4494
Sales Invoice Date: 3/15/2019
Page: 1
Ship
To: Forty Niners Stadium Management
Accounts Payable
4900 Marie P. De Bartolo Way
Attn: Accounts Payable
SANTA CLARA, CA 95054
Customer ID
SalesPerson
Unit Price
97,788.60
48,462.96
920.01
665.21
1,300.00
6,242.00
Subtotal:

Total Sales Tax:

Total:

Payment 50% Down:

TOTAL BALANCE DUE:

CU00158
Levi Stadium
Total Price
with Tax
107,460.00
53,256.00
1,011.00
731.00
1,300.00
6,242.00
155,378.78
14,621.22
170,000.00
-85,000.00
85,000.00
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-484 Agenda Date: 4/19/2022

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Request from Stadium Manager to Execute Agreements Execute Second Amendment to Agreement with Bear Electrical Solutions Inc., for Levi’s Naming Rights Existing Signage Lighting and Driver Repair CapEx Project and Agreements with HY Floor and Gameline Painting, Inc. for Club Space Flooring CapEx Project and Bear Insulation, Inc. for Stadium Insulation CapEx Project and Approve Related Budget Amendment

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

DISCUSSION
On April 4 and 6, 2022, the Stadium Manager submitted the attached email request and Recommendation for Award memos (Attachments 1-3), along with supporting procurement documentation, to request approval from the Stadium Authority Board for the following:

Levi’s Naming Rights Existing Signage Lighting and Driver Repair CapEx Project

1. Execute an Amendment No. 2 to the agreement with Bear Electrical Solutions, Inc. to increase the not to exceed amount for the second year of the agreement term by $420,000 to $670,000. The $420,000 will be used to cover the cost of the Levi’s Naming Rights Existing Signage Lighting and Driver Repair CapEx Project.

This project is included in the Stadium Authority FY 2022/23 CapEx Budget under the Levi’s Naming Rights Existing Signage and Driver Repair line item, which is budgeted for $420,000.

Club Space Flooring CapEx Project

2. Authorize Stadium Manager to execute any and all documents associated with, and necessary for the award, completion, and acceptance of this Project; and

3. Authorize Stadium Manager to execute change orders up to approximately 10% of the contract cost, or $4,830, for a total not to exceed amount of $53,130.

This project is included in the Stadium Authority FY 2022/23 CapEx Budget under the Club Space Flooring line item, which is budgeted for $89,250.

Stadium Insulation CapEx Project

1. Award a one-time agreement to Bear Insulation, Inc., in the amount of $505,023 to furnish and install new insulation sheeting at Levi’s Stadium;

2. Authorize Stadium Manager to execute any and all documents associated with, and necessary City of Santa Clara Page 1 of 2 Printed on 4/14/2022
powered by Legistar™
22-484 Agenda Date: 4/19/2022
for the award, completion, and acceptance of this Project; and

3. Authorize Stadium Manager to execute change orders up to $12,477 for a total not to exceed amount of $517,500.

This project is not included in the Stadium Authority FY 2022/23 CapEx Project and a budget amendment would be required to approve the Stadium Manager’s request.

The original and Amendment No. 1 to the Bear Electrical Solutions, Inc. agreement, and HY Floor and Gameline Painting, Inc. and Bear Insulation, Inc. are attached to this report (Attachments 4-7).

The Stadium Manager’s Recommendation for Award memos describes the projects and Request for Bids processes that were implemented for the Club Space Flooring and Stadium Insulation CapEx Projects.

ATTACHMENTS

1. Stadium Manager’s Email Request - Levi’s Naming Rights Existing Signage Lighting and Driver Repair

2. Stadium Manager’s Recommendation for Award - Club Space Flooring

3. Stadium Manager’s Recommendation for Award - Stadium Insulation

4. Original Bear Electrical Solutions, Inc. Agreement and Amendment No. 1

5. Amendment No. 2 to Bear Electrical Solutions, Inc. Agreement - Levi’s Naming Rights Existing Signage Lighting and Driver Repair

6. Agreement with HY Floor and Gameline Painting, Inc. - Club Space Flooring

7. Agreement with Bear Insulation, Inc. - Stadium Insulation City of Santa Clara Page 2 of 2 Printed on 4/14/2022
powered by Legistar™
From: Mercurio, Jim
To: Christine Jung; Kenn Lee; Ruth Shikada
Cc: Mercurio, Jim
Subject: FY 22/23 SCSA Capital Expenditure Project titled Levi’s Naming Rights Existing Signage Lighting and Driver Repair Project - Bear Electric
Date: Tuesday, April 5, 2022 9:42:40 AM
Attachments: image001.png
Good morning, Christine & Ruth:

The repair of the existing Naming Rights Signage was recently approved as part of the FY22/23 Santa Clara Stadium Authority (“SCSA”) Capital Expenditures budget. The work involves the repair and replacement of the Naming Rights Signs LED lights and drivers.

The Stadium Manager has an existing agreement with Bear Electrical Solutions, Inc. (Bear Electrical) for Electrical Maintenance and Repairs, but it has a Not to Exceed limit of $250K per year. We are proposing an amendment to this existing contract value by increasing the NOT TO EXCEED limit to $670,000. The increased budget amount of $420,000 will cover the cost of the approved interim repairs as part of the FY 22/23 SCSA Capital Expenditure Project titled Levi’s Naming Rights Existing Signage Lighting and Driver Repair Project. We request that this be added to the April agenda for the Board’s consideration and approval.

Thank you in advance for your prompt attention and consideration.

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
1 Date: April 1, 2022
To: Jim Mercurio
Executive Vice President & General Manager
From: Jenti Vandertuig
Procurement Director
Subject: Recommendation for Award RFB FY21-0020 Levi’s Stadium BNY Mellon East and West Club Engineering Wood Refinishing Project Recommendation

1. Recommend approval and award of a one-time agreement to HY Floor and Gameline Painting, Inc., in the amount of $48,300 for refinishing engineered hardwood flooring surfaces in both BNY Mellon East Club and BNY West Club at Levi’s Stadium;

2. Authorize Stadium Manager to execute any and all documents associated with, and necessary for the award, completion, and acceptance of this Project; and

3. Authorize Stadium Manager to execute change orders up to approximately 10% of the contract cost, or $4,830, for a total not to exceed amount of $53,130.

Solicitation Process
Forty Niners Stadium Management Company LLC (“Stadium Manager”) has a need to refinish the engineered hardwood flooring surfaces in both BNY Mellon East Club and BNY West Club at Levi’s Stadium (“Stadium”). The BNY East and West Clubs and Levi’s 501 spaces are among the most utilized in the building and get a large amount of foot traffic. Upon review of the existing flooring, it was determined that refinishing the engineered hardwood flooring at the BNY East and West Clubs will extend the useful life of these spaces as well as reduce slips and falls from worn floors. The review of the spaces also determined that no hardwood flooring work in Levi’s 501 Club is required at this time.

The refinish of engineered hardwood flooring in these specific areas was approved as part of the FY21/22 Santa Clara Stadium Authority (“SCSA”) Capital Expenditures budget.

STADIUM

FORTY NINERS STADIUM MANAGEMENT COMPANY
2 On January 11, 2022, Stadium Manager issued a Request for Bids (RFB) FY21-0020 for refinishing engineered hardwood flooring surfaces in both BNY Mellon East Club and BNY West Club at the Stadium.

Stadium Manager published the RFB on Bonfire Interactive, Stadium Manager’s eProcurement portal https://49ers.bonfirehub.com/portal/. In addition to inviting a list of suppliers on our established supplier list, Stadium Manager also selected suppliers registered on the portal with specific commodity codes offering flooring maintenance services.

On January 18, 2022, Stadium Manager published the Notice Inviting Bids related to this project in the San Jose Mercury News publication. Notices were also emailed on January 11, 2022 to the Builders’ Exchange of Santa Clara County and Minority Business Consortium requesting them to communicate with their respective member communities.

Stadium Manager held a non-mandatory pre-bid conference on January 18, 2022 at 10:00 a.m. (PT) via Zoom to provide an overview of the project and answer any questions from prospective bidders. The RFB provided prospective bidders the option to schedule on-site visits to the Stadium.

Electronic bid submissions were due on or before February 8, 2022 at 3:00 p.m. (PT).

One bid was received on or before the closing due date and time from the following firm:

1. HY Floor and Gameline Painting, Inc. - $48,300
Public Bid Opening
A public bid opening was held on February 8, 2022 at 4:00 p.m. (PT). The RFB provided the public bid opening webcast information including a meeting ID and password for bidders to log on via Zoom to attend. One bidder was in attendance. Stadium Manager announced the receipt of one bid on or before the due date and time, announced the name of the bidder and the base bid amount. HY Floor and Gameline Painting, Inc. was declared the apparent low bidder with a total bid amount of $48,300.

Evaluation of Apparent Low Bidder
Stadium Manager reviewed the bid from HY Floor and Gameline Painting, Inc. and determined the bid to be responsive and responsible. The review verified that all the required forms were submitted and completed properly, the bid schedule contained no arithmetic errors, and the bid bond is authorized. Stadium Manager also confirmed that HY Floor and Gameline Painting, Inc. is authorized to do business in California, is

3 appropriately licensed with the California Contractors State License Board, and is registered with the Department of Industrial Relations.

Next Steps
The Total Bid Price is $48,300. The cost of this purchase is covered in the FY 21/22 SCSA Capital Expenditures budget referenced under General Building, Club Space Flooring.

The approved budgeted amount is $89,250.

Once Stadium Manager receives approval from the SCSA Board, an agreement (detailed in the RFB) will be executed with HY Floor and Gameline Painting, Inc. and a fully executed copy of the agreement will be forwarded to the Board. In addition, Stadium Manager requests authorization to issue change orders up to 10% of the agreement which will allow Stadium Manager to take timely administrative action if required and not delay completion of the Project.

Supporting documentation has been provided for review and approval. The cost for advertising the RFB in the San Jose Mercury News publication for one day is $373.47.

Stadium Manager’s request to publish legal notices in the San Jose Mercury News for various solicitations, including public works, was approved by the SCSA Board on July 13, 2021. This is a public works project.

Submitted By: __________________________________ Date: ___________________ Jenti Vandertuig, Procurement Director
Approved By: ___________________________________ Date: ____________________ Jim Mercurio, Executive Vice President & General Manager

~
DocuSigned by:
~v~
A4B5666F5BF147D ...
1/DocuSigned by:

L~4~
1 Date: April 1, 2022
To: Jim Mercurio
Executive Vice President & General Manager
From: Jenti Vandertuig
Procurement Director
Subject: Recommendation for Award RFB FY21-0023 Levi’s Stadium Insulation Capping Project
Recommendation

1. Recommend approval and award of a one-time agreement to Bear Insulation, Inc., in the amount of $505,022.90 to furnish and install new insulation sheeting at Levi’s Stadium;

2. Authorize Stadium Manager to execute any and all documents associated with, and necessary for the award, completion, and acceptance of this Project; and

3. Authorize Stadium Manager to execute change orders up to $12,477.10 for a total not to exceed amount of $517,500.

Solicitation Process
Forty Niners Stadium Management Company LLC (“Stadium Manager”) has a need to furnish and install new insulation sheeting above the concourse and concession areas at Levi’s Stadium (“Stadium”) where the existing sheeting is separating from the existing insulation. The plan is to leave the existing insulation in place, and install new sheeting over the insulation to improve the appearance and extend the life of the existing insulation.

The Stadium Insulation Project was approved by the Santa Clara Stadium Authority (“SCSA”) as part of the FY21/22 SCSA Capital Expenditures budget. The initial approved funds allocated for this project was $157,500. On November 30, 2021, pursuant to an outcome of a formal solicitation, Stadium Manager recommended a budget augmentation of $360,000 for a total amount of $517,500. The SCSA Board approved the recommendation on January 11, 2022.

STADIUM

FORTY NINERS STADIUM MANAGEMENT COMPANY
2 On March 1, 2022, Stadium Manager issued a Request for Bids (RFB) FY21-0023 for furnishing and installation of new insulation sheeting at the Stadium.

On March 4, 2022, Stadium Manager published the Notice Inviting Bids related to this project in the San Jose Mercury News publication. Notices were also emailed on March 1, 2022 to the Builders’ Exchange of Santa Clara County and Minority Business Consortium requesting them to communicate with their respective member communities.

Stadium Manager held a non-mandatory pre-bid conference on March 10, 2022 at 10:00 a.m. (PT) via Zoom to provide an overview of the project and answer any questions from prospective bidders. The RFB provided prospective bidders the option to schedule on-site visits to the Stadium.

Electronic bid submissions were due on or before March 30, 2022 at 3:00 p.m. (PT). One bid was received on or before the closing due date and time from the following firm:

1. Bear Insulation, Inc. - $505,022.00
Public Bid Opening
A public bid opening was held on March 30, 2022, 2022 at 4:00 p.m. (PT). The RFB provided the public bid opening webcast information including a meeting ID and password for bidders to log on via Zoom to attend. Multiple callers were in attendance.

Stadium Manager announced the receipt of one bid on or before the due date and time, announced the name of the bidder and the base bid amount. Bear Insulation, Inc. was declared the apparent low bidder with a total bid amount of $505,022.00.

Evaluation of Apparent Low Bidder
Stadium Manager reviewed the bid from Bear Insulation, Inc. and determined the bid to be responsive and responsible. Multiple discrepancies were noted during the review which were considered immaterial. The bid amount in the bid is $505,022.00 whereas the actual bid amount is $505,022.90. However, the bid schedule allows us to calculate using their unit price and the estimated quantity. The license number was not provided under Section 1.1 but the license classification and expiration date was provided.

Stadium Manager considered this immaterial because their license number was listed in

3 several other places in the bid. All the other required forms were submitted and the bid bond is authorized. Stadium Manager also confirmed that Bear Insulation, Inc. is authorized to do business in California, is appropriately licensed with the California Contractors State License Board, and is registered with the Department of Industrial Relations.

Next Steps
The Total Bid Price is $505,022.90. The cost of this purchase is covered in the FY 21/22 SCSA Capital Expenditures budget referenced under Site, Stadium Insulation. The approved augmented budgeted amount is $517,500.

Once Stadium Manager receives approval from the SCSA Board, an agreement (detailed in the RFB) will be executed with Bear Insulation, Inc. and a fully executed copy of the agreement will be forwarded to the Board. In addition, Stadium Manager requests authorization to issue change orders up to $12,477.10, the maximum amount approved by the SCSA Board for this Project, which will allow Stadium Manager to take timely administrative action if required and not delay completion of the Project.

Supporting documentation has been provided for review and approval. The cost for advertising the RFB in the San Jose Mercury News publication for one day is $348.15.

~
DocuSigned by:
~v~
A4B5666F5BF147D ...
1/DocuSigned by:

L~4~
•1\tJfJ ;

STADIUM

FORTY NINERS STADIUM MANAGEMENT COMPANY

LEVI'S STADIUM ON-CALL ELECTRICAL MAINTENANCE AND REPAIR

CONTRACT

KEY PROVISIONS
CONTRACT TITLE Levi's Stadium Electrical Maintenance and Repair Services - MANCO
CONTRACT NUMBER 10050-B
PURPOSE Utilize for on-call electrical maintenance and
repair services at the Levi's Stadium.

CONTRACT TERM May 5, 2021 through May 4, 2024 with an
option to renew for two additional one year
periods.

TOTAL CONTRACT VALUE Total contract value is $750,000 for 3 years.

Not to Exceed Amount for each contract year is
$250,000. SCSA Budget approval for subsequent
years is required.

CONTRACTOR Bear Electrical Solutions, Inc.
1341 Archer Street
Alviso, CA 95002
CONTRACTOR CONTACT Robert Asuncion
Email: [email protected]
Cell: 408-717-2448

1. Authorized user shall request quotes
ORDER PROCESS 2. Upon verification and approval, Contractor shall be awarded the work via a fully
executed Task Order based on the
Contractor's response, availability, cost and
expertise. Task Order will be executed by
4900 Marie P. DeBartolo Way I Santa Clara, CA 95054
EVP & General Manager of Stadium
Operations.

3. Approved Task Order issued to Contractor by
Project Manager.

4. Each Task Order shall have a not to exceed
amount prior to work being authorized and must
be tracked against contract funding threshold to
ensure the total is under budget.

AUTHORIZED USER ENGINEERING DEPARTMENT
STADIUM MANAGER Ryan Van Maarth
CONTACT/ADMINISTRATOR VP of Stadium Operations and Strategic Planning 4900 Marie P DeBartolo Way
Santa Clara, CA 95054
Email: [email protected]
Tel: 206-550-8030
TAX STATUS AND PAYMENT Goods - Taxable
TERMS Services - Non-taxable
Net 30 days from receipt of undisputed invoice.

SOLICITATION REFERENCE RFP FY20-0001
SCSA APPROVAL DATE April 20, 2021 Board Meeting

PREVAILING WAGE YES

REQUIRED
DIR REPORTING Registered on May 19, 2021
PERFORMANCE AND Submitted

PAYMENT BONDS
2 Contract Number: 10050-B

FORTY NINERS STADIUM MANAGEMENT COMPANY LLC

LEVI'S STADIUM ON-CALL ELECTRICAL MAINTENANCE AND REPAIR CONTRACT

1. PARTIES AND DATE.

This Contract is made and entered into this Fifth day of May, 2021 by and between the FORTY NINERS STADIUM MANAGEMENT COMPANY LLC, a Delaware limited liability company ("Stadium Manager") and BEAR ELECTRICAL SOLUTIONS, INC., a California Corporation with its principal place of business at 1341 Archer Street, Alviso, CA 95002 ("Contractor"). Stadium Manager and Contractor are sometimes individually referred to as "Party" and collectively as "Parties" in this Contract.

2. RECITALS.

2.1 Stadium Manager. Stadium Manager seeks to contract for services necessary to achieve its purpose.

2.2 Contractor. Contractor desires to perform and assume responsibility for the provision of certain maintenance and repair services required by the Stadium Manager on the terms and conditions set forth in this Contract and in the task order(s) to be issued pursuant to this Contract and executed by the Stadium Manager and Contractor ('Task Order"). Contractor represents that it is duly licensed and experienced in providing Levi's Stadium On-Call Stadium Electrical related maintenance and repair services, that it and its employees or subcontractors have all necessary licenses and permits to perform the services in the State of California, and that it is familiar with the plans of Stadium Manager. The following license classifications are required for this Project: C-7 Low Voltage Systems and C-10 Electrical Contractor.

2.3 Project. Stadium Manager desires to engage Contractor to render such services for the On-Call Stadium Electrical Maintenance and Repair ("Project") as set forth in this Contract on an on-call, as-needed basis. There is no guarantee of any of work under this Contract other than what is specified herein or that the not-to-exceed compensation amount set forth herein will be spent.

2.4 Project Documents & Certifications. Contractor has obtained, and delivers concurrently herewith, a performance bond, a payment bond, and all insurance documentation, as required by the Contract.

3. TERMS

Page 1 of 40 ends

Contract Number: 10050-8
• Rate Schedule (Exhibit "G")
• Sample Task Order Form (Exhibit "H")
• Addenda
• Change Orders executed by the Stadium Manager
• 2018 Edition of the Standard Specifications for Public Works Construction (The Greenbook), Excluding Sections 1-9
• Notice Inviting Bids, if any
• Instructions to Bidders, if any
• Contractor's Bid, if any

3.2 Contractor's Basic Obligation; Scope of Work. Contractor promises and agrees, at its own cost and expense, to furnish to the Stadium Manager all labor, materials, tools, equipment, services, and incidental and customary work necessary for the Project (hereinafter sometimes referred to as the "Work"). The type of Work to be provided is described in Exhibit "A" attached hereto and incorporated herein by reference and in the individual Task Orders issued by the Stadium Manager. No Work shall be performed unless authorized by this Contract and by a fully executed Task Order in the form attached hereto as Exhibit "H". All Work shall be subject to, and performed in accordance, with this Contract, any relevant Task Order, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. Special Conditions, if any, relating to the Work are described in Exhibit "C" attached hereto and incorporated herein by this reference.

3.2.1 Change in Scope of Work. Any change in the scope of the Work, method of performance, nature of materials or price thereof, or any other matter materially affecting the performance or nature of the Work shall not be paid for or accepted unless such change, addition or deletion is approved in writing by a valid change order executed by the Stadium Manager. Should Contractor request a change order due to unforeseen circumstances affecting the performance of the Work, such request shall be made within five (5) business days of the date such circumstances are discovered or shall waive its right to request a change order due to such circumstances. If the Parties cannot agree on any change in price required by such change in the Work, the Stadium Manager may direct the Contractor to proceed with the performance of the change on a time and materials basis.

3.2.2 Substitutions/"Or Equal". Pursuant to Public Contract Code Section 3400(b), the Stadium Manager may make a finding that designates certain products, things, or services by specific brand or trade name. Unless specifically designated in this Contract, whenever any material, process, or article is indicated or specified by grade, patent, or proprietary name or by name of manufacturer, such Specifications shall be deemed to be used for the purpose of facilitating the description of the material, process or article desired and shall be deemed to be followed by the words "or equal."
Contractor may, unless otherwise stated, offer for substitution any material, process or article which shall be substantially equal or better in every respect to that so indicated or specified in this Contract. However, the Stadium Manager may have adopted certain uniform standards for certain materials, processes and articles. Contractor shall submit requests, together with substantiating data, for substitution of any "or equal" material, process or article no later than thirty-five (35) days after award of the Contract. To facilitate the repair schedule and sequencing, some requests may need to be submitted before thirty-five (35) days after award of Contract. Provisions regarding submission of "or equal" requests shall not in any

Page 2 of 40 ends

Contract Number: 10050-B
is rejected, Contractor shall be responsible for providing the specified material, process or article.

The burden of proof as to the equality of any material, process or article shall rest with Contractor.

The Stadium Manager has the complete and sole discretion to determine if a material, process or article is an "or equal" material, process or article that may be substituted.

Data required to substantiate requests for substitutions of an "or equal" material, process or article data shall include a signed affidavit from Contractor stating that, and describing how, the substituted "or equal" material, process or article is equivalent to that specified in every way except as listed on the affidavit. Substantiating data shall include any and all illustrations, specifications, and other relevant data including catalog information which describes the requested substituted "or equal" material, process or article, and substantiates that it is an "or equal" to the material, process or article. The substantiating data must also include information regarding the durability and lifecycle cost of the requested substituted "or equal" material, process or article. Failure to submit all the required substantiating data, including the signed affidavit, to the Stadium Manager in a timely fashion will result in the rejection of the proposed substitution.

Contractor shall bear all of the Stadium Manager's costs associated with the review of substitution requests. Contractor shall be responsible for all costs related to a substituted "or equal" material, process or article. Contractor is directed to the Special Conditions (if any) to review any findings made pursuant to Public Contract Code Section 3400.

3.3 Period of Performance and Liquidated Damages. The term of this Contract shall commence on the date first set forth above and expire on May 4, 2024, unless earlier terminated as provided herein. Contractor shall complete the Work within the term of this Contract, and shall meet any other established schedules and deadlines set forth in the Task Order(s). All applicable indemnification provisions of this Contract shall remain in effect following the termination of this Contract. The Parties may, by mutual, written consent, further extend the term of this Contract for two (2) additional one (1) year periods. Pursuant to Government Code Section 53069.85, Contractor shall pay to the Stadium Manager as fixed and liquidated damages a fixed dollar amount per day for each and every calendar day of delay beyond any completion schedule, repair schedule or Project milestones established pursuant to the Contract and any Task Order(s). The daily liquidated damages amount will be determined for each separate Task Order and will be set forth in that Task Order.

3.4 Standard of Performance; Performance of Employees. Contractor shall perform all Work under this Contract in a skillful and workmanlike manner, and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Work. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Work assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Work, including any required business license, and that such licenses and approvals shall be maintained throughout the term of this Contract. Contractor shall perform, at its own cost and expense and without reimbursement from the Stadium Manager, any work necessary to correct errors or omissions which are caused by Contractor's failure to comply with the standard of care provided for herein. Any employee who is determined by the Stadium Manager to be uncooperative, incompetent, a threat to the safety of persons or the Work, or any employee who fails or refuses to perform the Work in a manner acceptable to the Stadium Manager, shall be promptly removed from the Project by Contractor and shall not be re-employed on the Work.

Page 3 of 40 ends

Contract Number: 10050-8
uncooperative, incompetent, a threat to the safety of persons or the Work, or any employee who fails or refuses to perform the Work in a manner acceptable to the Stadium Manager, shall be promptly removed from the Project by Contractor and shall not be reemployed on the Work.

3.5 Control and Payment of Subordinates: Contractual Relationship. Stadium Manager retains Contractor on an independent contractor basis and Contractor is not an employee of Stadium Manager. Any additional personnel performing the work governed by this Contract on behalf of Contractor shall at all times be under Contractor's exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance under this Contract and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance.

3.6 Stadium Manager's Basic Obligation. Stadium Manager agrees to engage and does hereby engage Contractor as an independent contractor to furnish all materials and to perform all Work according to the terms and conditions herein contained for the sum set forth above. Except as otherwise provided in the Contract, the Stadium Manager shall pay to Contractor, as full consideration for the satisfactory performance by Contractor of the services and obligations required by this Contract, the below-referenced compensation in accordance with compensation provisions set forth in the Contract.

3. 7 Compensation and Payment.

3. 7.1 Amount of Compensation. As consideration for performance of the Work required herein, Contractor shall receive compensation, including authorized reimbursements, for all Work rendered under this Contract at the rates set forth in Exhibit "G" attached hereto and incorporated herein by reference. The maximum compensation for Work to be provided pursuant to each Task Order shall be set forth in the relevant Task Order. The total compensation to be provided under this Contract by Stadium Manager to Contractor, in the aggregate, shall not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) ("Total Contract Price") per contract year without the written approval of the Stadium Manager. The term for subsequent fiscal years shall be conditioned upon approval of the Stadium Authority budget for the applicable fiscal year that includes the amounts due under this Contract.

3. 7.2 Payment of Compensation. Contractor shall submit to Stadium Manager a monthly itemized statement which indicates Work completed by Contractor in a format acceptable to the Stadium Manager. The statement shall describe the amount of Work and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. These statements shall be supported by evidence which is required by this Contract and such other documentation as the Stadium Manager may require. The Contractor shall certify that the Work for which payment is requested has been done and that the materials listed are stored where indicated.

3. 7.3 Prompt Payment. Stadium Manager shall review and pay all progress payment requests in accordance with the provisions set forth in Section 20104.50 of the California Public Contract Code. However, no progress payments will be made for Work not completed in accordance with this Contract Contractor shall comply with all applicable laws, rules and regulations relating to the proper payment of its employees, subcontractors, suppliers or others.

Page 4 of 40 ends

Contract Number: 10050-B

3.7.4 Deductions and Withholdings. The Stadium Manager may deduct from each progress payment an amount necessary to protect Stadium Manager from loss because of: (1) liquidated damages which have accrued as of the date of the application for payment; (2) any sums expended by the Stadium Manager in performing any of Contractor's obligations under the Contract which Contractor has failed to perform or has performed inadequately; (3) defective Work not remedied; (4) stop notices as allowed by state law; (5) reasonable doubt that the Work can be completed for the unpaid balance of the Total Contract Price or within the scheduled completion date; (6) unsatisfactory prosecution of the Work by Contractor; (7) unauthorized deviations from the Contract; (8) failure of Contractor to maintain or submit on a timely basis proper and sufficient documentation as required by the Contract or by Stadium Manager during the prosecution of the Work; (9) erroneous or false estimates by Contractor of the value of the Work performed; (10) any sums representing expenses, losses, or damages as determined by the Stadium Manager, incurred by the Stadium Manager for which Contractor is liable under the Contract; and (11) any other sums which the Stadium Manager is entitled to recover from Contractor under the terms of the Contract or pursuant to state law, including Section 1727 of the California Labor Code. The failure by the Stadium Manager to deduct any of these sums from a progress payment shall not constitute a waiver of the Stadium Manager's right to such sums.

3.7.5 Substitutions for Contract Deductions and Withholdings. In accordance with California Public Contract Code Section 22300, the Stadium Manager will permit the substitution of securities for any monies withheld by the Stadium Manager to ensure performance under the Contract. At the request and expense of Contractor, securities equivalent to the amount withheld shall be deposited with the Stadium Manager, or with a state or federally chartered bank in California as the escrow agent, and thereafter the Stadium Manager shall then pay such monies to Contractor as they come due. Upon satisfactory completion of the Contract, the securities shall be returned to Contractor. For purposes of this Section and Section 22300 of the Public Contract Code, the term "satisfactory completion of the contract" shall mean the time the Stadium Manager has issued written final acceptance of the Work and filed a Notice of Completion as required by law and provisions of this Contract.

Contractor shall be the beneficial owner of any securities substituted for monies withheld and shall receive any interest thereon. The escrow agreement used for the purposes of this Section shall be in the form provided by the Stadium Manager.

3. 7.6 Title to Work. As security for partial, progress, or other payments, title to Work for which such payments are made shall pass to the Stadium Manager, or its designee, at the time of payment. To the extent that title has not previously been vested in the Stadium Manager, or its designee, by reason of payments, full title shall pass to the Stadium Manager, or its designee, at delivery of the Work at the destination and time specified in this Contract. Such transferred title shall in each case be good, free and clear from any and all security interests, liens, or other encumbrances. Contractor promises and agrees that it will not pledge, hypothecate, or otherwise encumber the items in any manner that would result in any lien, security interest, charge, or claim upon or against said items. Such transfer of title shall not imply acceptance by the Stadium Manager or its designee, nor relieve Contractor from the responsibility to strictly comply with the Contract, and shall not relieve Contractor of responsibility for any loss of or damage to items.

3.7.7 Labor and Material Releases. Contractor shall furnish Stadium Manager with labor and material releases from all subcontractors performing work on, or furnishing materials for, the Work governed by this Contract prior to final payment by Stadium Manager.

Page 5 ends

Contract Number: 10050-B

3.7.8 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720 et seq., and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Since the Work is being performed as part of an applicable "public works" or "maintenance'' project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Stadium Manager shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Contract. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Work available to interested parties upon request, and shall post copies at Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the Indemnified Parties (defined below) free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

Contractor and any subcontractor shall forfeit a penalty of up to $200 per calendar day or portion thereof for each worker paid less than the prevailing wage rates.

3.7.9 Apprenticeable Crafts. When Contractor employs workmen in an apprenticeable craft or trade, Contractor shall comply with the provisions of Section 1777.5 of the California Labor Code with respect to the employment of properly registered apprentices upon public works. The primary responsibility for compliance with said Section for all apprenticeable occupations shall be with Contractor. The Contractor or any subcontractor that is determined by the Labor Commissioner to have knowingly violated Section 1777.5 shall forfeit as a civil penalty an amount not exceeding $100 for each full calendar day of noncompliance, or such greater amount as provided by law.

3.7.10 Hours of Work. Contractor is advised that eight (8) hours labor constitutes a legal day's work. Pursuant to Section 1813 of the California Labor Code, Contractor shall forfeit a penalty of $25.00 per worker for each day that each worker is permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week, except when payment for overtime is made at not less than one and oneha!f (11/2) times the basic rate for that worker.

3.7.11 Payroll Records. Contractor and each subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by him or her in connection with the public work. The payroll records shall be certified and shall be available for inspection at all reasonable hours at the principal office of Contractor in the manner provided in Labor Code Section 1776. In the event of noncompliance with the requirements of this Section, Contractor shall have 1 0 days in which to comply subsequent to receipt of written notice specifying in what respects such Contractor must comply with this Section. Should noncompliance still be evident after such 10-day period, Contractor shall, as a penalty, forfeit not more than $100.00 for each calendar day or portion thereof, for each worker, until strict compliance is effectuated. The amount of the forfeiture is to be determined by the Labor Commissioner. A contractor who is found to have violated the provisions of law regarding wages on Public Works with the intent to defraud shall be ineligible to bid on Public Works contracts for a period of one to three years as determined by the Labor Commissioner. Upon the request of the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement, such penalties shall be withheld from progress payments then due. The

Page 6 ends

Contract Number: 10050-B
responsibility for compliance with this Section is on Contractor. The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code Section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.

3.7.12 Contractor and Subcontractor Registration. Pursuant to Labor Code Sections 1725.5 and 1771.1, all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter into a contract to perform public work must be registered with the Department of Industrial Relations. No bid will be accepted nor any contract entered into without proof of the contractor's and subcontractors' current registration with the Department of Industrial Relations to perform public work. Contractor is directed to review, fill out and execute the Public Works Contractor Registration Certification attached hereto as Exhibit "E" prior to contract execution. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1.

3.7.13 Labor Compliance: Stop Orders. This Project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be the Contractor's sole responsibility to evaluate and pay the cost of complying with all labor compliance requirements under this Contract and applicable law. Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractor's performance of Work, including any delay, shall be Contractor's sole responsibility.

Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay subject to any applicable liquidated damages and shall not be compensable by the Stadium Manager. Contractor shall defend, indemnify and hold the Indemnified Parties (defined below) free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor.

3.8 Performance of Work: Jobsite Obligations.

3.8.1 Water Quality Management and Compliance, if Applicable.

3.8.1.1 Water Quality Management and Compliance. Contractor shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Work including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter-Cologne Water Quality Control Act (Cal Water Code§§ 13000-14950); local ordinances regulating discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter-Cologne Water Quality Control Act, to any ground or surface water in the State.

Page 7 of 40 ends

Contract Number: 10050-B
sale. Prior to initiating work, Contractor shall be solely responsible for preparing and implementing a Storm Water Pollution Prevention Plan (SWPPP) as required by the Permit.

Contractor shall be responsible for procuring, implementing and complying with the provisions of the Permit and the SWPPP, including the standard provisions, and monitoring and reporting requirements as required by the Permit. The Permit requires the SWPPP to be a "living document" that changes as necessary to meet the conditions and requirements of the job site as it progresses through difference phases of construction and is subject to different weather conditions. It shall be Contractor's sole responsibility to update the SWPPP as necessary to address conditions at the project site.

3.8.1.3 Other Water Quality Rules Regulations and Policies.

Contractor shall comply with the lawful requirements of any applicable municipality, drainage Stadium Manager, or local agency regarding discharges of storm water to separate storm drain systems or other watercourses under their jurisdiction, including applicable requirements in municipal storm water management programs.

3.8.1.4 Cost of Compliance. Storm, surface, nuisance, or other waters may be encountered at various times during repair of the Work. Therefore, the Contractor, by submitting a Bid, hereby acknowledges that it has investigated the risk arising from such waters, has prepared its Bid accordingly, and assumes any and all risks and liabilities arising therefrom.

3.8.1.5 Liability for Non.Compliance. Failure to comply with the Permit is a violation of federal and state law. Pursuant to the indemnification provisions of this Contract, Contractor hereby agrees to defend, indemnify and hold harmless the Indemnified Parties (defined below) for any alleged violations. In addition, Stadium Manager may seek damages from Contractor for any delay in completing the Work in accordance with the Contract, if such delay is caused by or related to Contractor's failure to comply with the Permit.

3.8.1.6 Reservation of Right to Defend. Stadium Manager reserves the right to defend any enforcement action brought against the Stadium Manager for Contractor's failure to comply with the Permit or any other relevant water quality law, regulation, or policy. Pursuant to the indemnification provisions of this Contract, Contractor hereby agrees to be bound by, and to reimburse the Stadium Manager for the costs (including the Stadium Manager's attorney's fees) associated with, any settlement reached between the Stadium Manager and the relevant enforcement entity.

3.8.1.7 Training. In addition to the standard of performance requirements set forth in paragraph 3.4, Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Work assigned to them without impacting water quality in violation of the laws, regulations and policies described in paragraph 3.8.1. Contractor further warrants that it, its employees and subcontractors will receive adequate training, as determined by Stadium Manager, regarding the requirements of the laws, regulations and policies described in paragraph 3.8.1 as they may relate to the Work provided under this Contract. Upon request, Stadium Manager will provide the Contractor with a list of training programs that meet the requirements of this paragraph.

Page 8 of 40 ends

Contract Number: 10050-8
work. In carrying out its Work, Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the Work and the conditions under which the Work is to be performed. Safety precautions as applicable shall include, but shall not be limited to, adequate life protection and lifesaving equipment; adequate illumination for underground and night operations; instructions in accident prevention for all employees, such as machinery guards, safe walkways, scaffolds, ladders, bridges, gang planks, confined space procedures, trenching and shoring, fall protection and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and adequate facilities for the proper inspection and maintenance of all safety measures.

Furthermore, Contractor shall prominently display the names and telephone numbers of at least two medical doctors practicing in the vicinity of the Project, as well as the telephone number of the local ambulance service, adjacent to all telephones at the Project site.

3.8.4 Permits and Licenses. Contractor shall be responsible for securing Stadium Manager permits and licenses necessary to perform the Work described herein, including, but not limited to, any required business license. Any ineligible contractor or subcontractor pursuant to Labor Code Sections 1777.1 and 1777.7 may not perform work on this Project.

3.8.5 Trenching Work. If the Total Contract Price exceeds $25,000 and if the Work governed by this Contract entails excavation of any trench or trenches five (5) feet or more in depth, Contractor shall comply with all applicable provisions of the California Labor Code, including Section 6705. To this end, Contractor shall submit for Stadium Manager's review and approval a detailed plan showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation of such trench or trenches. If such plan varies from the shoring system standards, the plan shall be prepared by a registered civil or structural engineer.

Page 9 of 40 ends

Contract Number: 10050wB
physical conditions of an unusual nature at the site, significantly different from those ordinarily encountered in such contract work. Upon notification, Stadium Manager shall promptly investigate the conditions to determine whether a change order is appropriate. In the event of a dispute, Contractor shall not be excused from any scheduled completion date and shall proceed with all Work to be performed under the Contract, but shall retain all rights provided by the Contract or by law for making protests and resolving the dispute.

3.8.7 Underground Utility Facilities. To the extent required by Section 4215 of the California Government Code, Stadium Manager shall compensate Contractor for the costs of: (1) locating and repairing damage to underground utility facilities not caused by the failure of Contractor to exercise reasonable care; (2) removing or relocating underground utility facilities not indicated in the drawings; and (3) equipment necessarily idled during such work. Contractor shall not be assessed liquidated damages for delay caused by failure of Stadium Manager to provide for removal or relocation of such utility facilities. ·

3.8.8 Air Quality. Contractor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the California Air Resources Board (CARS). Although CARB limits and requirements are broader, Contractor shall specifically be aware of their application to "portable equipment", which definition is considered by CARS to include any item of equipment with a fuel-powered engine. Contractor shall indemnify the Indemnified Parties (defined below) against any fines or penalties imposed by CARS, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Contractor, its subcontractors, or others for whom Contractor is responsible under its indemnity obligations provided for in this Contract.

3.8.9 State Recycling Mandates. Contractor shall comply with State Recycling Mandates. Any recydable materials/debris collected by the contractor that can be feasibly diverted via reuse or recycling must be hauled by the appropriate handler for reuse or recycling.

3.9 Completion of Work. When Contractor determines that it has completed the Work required herein, Contractor shall so notify Stadium Manager in writing and shall furnish all labor and material releases required by this Contract. Stadium Manager shall thereupon inspect the Work. If the Work is not acceptable to the Stadium Manager, the Stadium Manager shall indicate to Contractor in writing the specific portions or items of Work which are unsatisfactory or incomplete. Once Contractor determines that it has completed the incomplete or unsatisfactory Work, Contractor may request a reinspection by the Stadium Manager. Once the Work is acceptable to Stadium Manager, Stadium Manager shall pay to Contractor the Total Contract Price remaining to be paid, less any amount which Stadium Manager may be authorized or directed by law to retain. Payment of retention proceeds due to Contractor shall be made in accordance with Section 7107 of the California Public Contract Code.

3.10 Claims: Government Code Claim Compliance.

3.10.1 Arbitrationjll disputes between Contractor and Stadium Manager relating in any way to this Agreement or Services performed under this Agreement (including, but not limited to, claims for breach of contract, tort, discrimination, harassment and any violation of federal or state law, regulation or constitution) ("Arbitrable Claims") shall be resolved by binding arbitration under the Federal Arbitration Act, in conformity with the procedures of the

Page 10 of 40 ends

Contract Number: 10050-B
California Arbitration Act (Cal. Code Civ. Proc.§ 1280 et seq., including§ 1283.05 and all of the Act's other mandatory and permissive rights to discovery). In addition to any other requirements imposed by law, the arbitrator selected shall be a retired California Superior Court Judge, or otherwise qualified individual to whom the parties mutually agree, and shall be subject to disqualification on the same grounds as would apply to a judge of such court All rules of pleading (including the right of demurrer), all rules of discovery, all rules of evidence, all rights to resolution of the dispute by means of motions for · summary judgment, judgment on the pleadings and all other dispositive motions, and judgment under Code of Civil Procedure § 631.8 shall apply and be observed. Resolution of the dispute shall be based solely upon the law governing the claims and defenses pleaded, and the arbitrator may not invoke any basis other than such controlling law. The arbitrator shall have the immunity of a judicial officer from civil liability when acting in the capacity of an arbitrator, which immunity supplements any other existing immunity. Likewise, all communications during or in connection with the arbitration proceedings are privileged in accordance with Cal. Civil Code§ 47(b). As reasonably required to allow full use and benefit of this agreement's modifications to the Act's procedures, the arbitrator shall extend the times set by the Act for the giving of notices and setting of hearings.

Awards shall include the arbitrator's written reasoned opinion. The Parties understand and agree to this binding arbitration provision, and both Contractor and Stadium Manager give up their right to trial by jury of any claim they may have against each other.

3. 11 Loss and Damage. Except as may otherwise be limited by law, Contractor shall be responsible for all loss and damage which may arise out of the nature of the Work agreed to herein, or from the action of the elements, or from any unforeseen difficulties which may arise or be encountered in the prosecution of the Work until the same is fully completed and accepted by Stadium Manager. In the event of damage proximately caused by an Act of God, as defined by Section 7105 of the Public Contract Code, the Stadium Manager may terminate this Contract pursuant to Section 3.17.3; provided, however, that the Stadium Manager needs to provide Contractor with only one ( 1) day advanced written notice.

3.12 Indemnification.

3.12.1 Scope of Indemnity. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the Stadium Manager, the Santa Clara Stadium Authority, the City of Santa Clara, their affiliates, and each of their respective officers, directors, managers, members, partners, owners, employees, agents and authorized volunteers, each tenant and event promoter of Levi's Stadium, and any mortgagee, bond trustee or other financial institution from time to time holding a line or indenture upon an interest in Levi's Stadium, and each of them (collectively, the "Indemnified Parties"), free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, (collectively, "Claims") in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Contractor's services, the Project, this Contract or any Task Order, including without limitation the payment of all consequential damages, expert witness fees and attorneys' fees and other related costs and expenses. Notwithstanding the foregoing, to the extent required by Civil Code Section 2782, Contractor's indemnity obligation shall not apply to liability for damages for death or bodily injury to persons, injury to property, or any other loss, damage or expense arising from the sole or active negligence or willful misconduct of the Indemnified Parties or the Indemnified Parties' agents, servants, or independent contractors

Page 11 ends

Contract Number: 10050-B
who are directly responsible to the Indemnified Parties, or for defects in design furnished by those persons.

3.12.2 Additional Indemnity Obligations. Any defense to be provided by Contractor pursuant to any indemnification provision of this Agreement shall be by counsel approved by Stadium Manager, which approval shall not be unreasonably withheld. To the extent any of the lndemnitees incurs costs or expenses to enforce this indemnification (including attorneys' fees and expenses), Contractor shall reimburse the lndemnitee for such costs and expenses.

3.13 Insurance.

3.13.1 Time for Compliance. Contractor shall not commence Work under this Contract until it has provided evidence satisfactory to the Stadium Manager that it has secured all insurance required under this Section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the Stadium Manager that the subcontractor has secured all insurance required under this Section. Failure to provide and maintain all required insurance shall be grounds for the Stadium Manager to terminate this Contract for cause.

3.13.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work hereunder by Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Contract. Such insurance shall meet at least the following minimum levels of coverage:

Insurance Services Office Business Auto Coverage form number CA 00 01, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. Policies shall not contain exclusions contrary to this Contract.

3.13.2.2 Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence and $4,000,000 aggregate for bodily injury, personal injury and property damage; (2) Automobile Liability: $2,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability: Workers' compensation limits as required by the Labor Code of the State of California.

Employer's Liability limits of $1,000,000 each accident, policy limit bodily injury or disease, and each employee bodily injury or disease. Defense costs shall be available in addition to the limits. Notwithstanding the minimum limits specified herein, any available coverage shall be provided to the parties required to be named as additional insureds pursuant to this Contract.

3.13.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements (amendments) on forms supplied or approved by the Stadium Manager to add the following provisions to the insurance policies:

Page 12 ends

Contract Number: 10050-8

3.13.3.1 General Liability. (1) Such policy shall give the Stadium Manager, Santa Clara Stadium Authority, Forty Niners Stadium Company LLC and Forty Niners Football Company LLC and their respective officials, employees, agents and authorized volunteers additional insured status using ISO endorsements CG20 10 10 01 plus CG20 37 10 01, or endorsements providing the exact same coverage, with respect to the Work or operations performed by or on behalf of Contractor, including materials, parts or equipment furnished in connection with such work; (2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; and (3) the insurance coverage shall be primary insurance as respects the Stadium Manager, its officials, employees, agents and authorized volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor's scheduled underlying coverage. Any insurance or self-insurance maintained by the Stadium Manager, its officials, employees, agents and authorized volunteers shall be excess of Contractor's insurance and shall not be called upon to contribute with it.

3.13.3.2 Automobile Liability. (1) Such policy shall give the Stadium Manager, Santa Clara Stadium Authority, Forty Niners SC Stadium Company LLC and Forty Niners Football Company LLC and their respective officials, employees, agents and authorized volunteers additional insured status with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by Contractor or for which Contractor is responsible; (2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this · Contract, and Contractor agrees to waive all such rights of subrogation; and (3) the insurance coverage shall be primary insurance as respects the Stadium Manager, its officials, employees, agents and authorized volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor's scheduled underlying coverage. Any insurance or selfinsurance maintained by the Stadium Manager, its officials, employees, agents and authorized volunteers shall be excess of Contractor's insurance and shall not be called upon to contribute with it in any way.

3.13.3.3 Workers' Compensation and Employer's Liability Coverage. The insurer shall agree to waive all rights of subrogation against the Stadium Manager, Santa Clara Stadium Authority, Forty Niners SC Stadium Company LLC and Forty Niners Football Company LLC and their respective officials, employees, agents and authorized volunteers for losses paid under the terms of the insurance policy which arise from work performed by Contractor.

3.13.3.4 All Coverages. Each insurance policy required by this Contract shall be endorsed to state that: (1) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the Stadium Manager; and (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the Stadium Manager, Santa Clara Stadium Authority, Forty Niners SC Stadium Company LLC and Forty Niners Football Company LLC and their respective officials, employees, agents and authorized volunteers.

Page 13 of 40 ends

Contract Number: 10050-B

3.13.3.5 Contractor's Equipment Insurance. Contractors Equipment Insurance applying to loss or damage on an "all risk" basis to any equipment, small tools, or other machinery whether owned, leased, rented, borrowed or otherwise in the care, custody and control of the Contractor for use in the performance of Work. The insurer shall agree to waive all rights of subrogation against the Stadium Manager, its officials, employees, agents and authorized volunteers for losses paid under the terms of the insurance policy.

3.13.4 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the Stadium Manager, its officials, employees, agents and authorized volunteers.

3.13.5 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the Stadium Manager. Contractor shall guarantee that, at the option of the Stadium Manager, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the Stadium Manager, its officials, employees, agents and authorized volunteers; or (2) the Contractor shall procure a bond or other financial guarantee acceptable to the Stadium Manager guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.

3.13.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VII, licensed to do business in California, and satisfactory to the Stadium Manager. Exception may be made for the State Compensation Insurance Fund when not specifically rated.

3.13.7 Verification of Coverage. Contractor shall furnish Stadium Manager with original certificates of insurance and endorsements effecting coverage required by this Contract on forms satisfactory to the Stadium Manager. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms supplied or approved by the Stadium Manager. All certificates and endorsements must be received and approved by the Stadium Manager before work commences. The Stadium Manager reserves the right to require complete, certified copies of all required insurance policies, at any time.

3.13.8 Subcontractors. All subcontractors shall meet the requirements of this Section before commencing Work. Contractor shall furnish separate certificates and endorsements for each subcontractor. Subcontractor policies of General Liability insurance shall name the Stadium Manager, its officials, employees, agents and authorized volunteers as additional insureds using form ISO 20 38 04 13 or endorsements providing the exact same coverage. All coverages for subcontractors shall be subject to al! of the requirements stated herein except as otherwise agreed to by the Stadium Manager in writing.

3.13.9 Reporting of Claims. Contractor shall report to the Stadium Manager, in addition to Contractor's insurer, any and all insurance claims submitted by Contractor in connection with the Work under this Contract.

3.14 Bond Requirements.

3.14.1 Payment Bond. If required by law or otherwise specifically requested by Stadium Manager in Exhibit "C" attached hereto and incorporated herein by reference,

Page 14 of 40 ends

Contract Number: 10050-B
Contractor shall execute and provide to Stadium Manager concurrently with this Contract a Payment Bond in an amount required by the Stadium Manager and in a form provided or approved by the Stadium Manager. If such bond is required, no payment will be made to Contractor until the bond has been received and approved by the Stadium Manager.

3.14.2 Performance Bond. If specifically requested by Stadium Manager in Exhibit "C" attached hereto and incorporated herein by reference, Contractor shall execute and provide to Stadium Manager concurrently with this Contract a Performance Bond in an amount required by the Stadium Manager and in a form provided or approved by the Stadium Manager.

If such bond is required, no payment will be made to Contractor until the bond has been received and approved by the Stadium Manager.

3.14.3 Bond Provisions. Should, in Stadium Manager's sole opinion, any bond become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace the effected bond within (ten) 10 days of receiving notice from Stadium Manager. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written notice shall be given to the Stadium Manager, and Contractor shall post acceptable replacement bonds at least ten (10) days prior to expiration of the original bonds.

No further payments shall be deemed due or will be made under this Contract until any replacement bonds required by this Section are accepted by the Stadium Manager. To the extent, if any, that the Total Contract Price is increased in accordance with the Contract, Contractor shall, upon request of the Stadium Manager, cause the amount of the bond to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the Stadium Manager. If Contractor fails to furnish any required bond, the Stadium Manager may terminate the Contract for cause.

Page 15 of 40 ends

Contract Number: 10050NB
Contract. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the Work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the Stadium Manager, regardless of whether or not such warranties and guarantees have been transferred or assigned to the Stadium Manager by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the Stadium Manager. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Contract, to the reasonable satisfaction of the Stadium Manager, the Stadium Manager shall have the right to correct and replace any defective or nonconforming Work and any work damaged by such work or the replacement or correction thereof at Contractor's sole expense.

Contractor shall be obligated to fully reimburse the Stadium Manager for any expenses incurred hereunder upon demand.

3.16 Employee/Labor Certifications.

3.16.1 Contractor's Labor Certification. By its signature hereunder, Contractor certifies that he is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Work. A certification form for this purpose, which is attached to this Contract as Exhibit "D" and incorporated herein by reference, shall be executed simultaneously with this Contract.

3.16.3 Verification of Employment Eligibility. By executing this Contract, Contractor verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subcontractors and sub-subcontractors to comply with the same.

3.17 General Provisions.

3.17.1 Stadium Manager's Representative. The Stadium Manager hereby designates the General Manager, or his or her designee, to act as its representative for the performance of this Contract ("Stadium Manager's Representative"). Stadium Manager's Representative shall have the power to act on behalf of the Stadium Manager for all purposes under this Contract. Contractor shall not accept direction or orders from any person other than the Stadium Manager's Representative or his or her designee.

3.17.2 Contractor's Representative. Before starting the Work, Contractor shall submit in writing the name, qualifications and experience of its proposed representative who shall be subject to the review and approval of the Stadium Manager ("'Contractor's

Page 16 of 40 ends

Contract Number: 10050-B
Representative"). Following approval by the Stadium Manager, Contractor's Representative shall have full authority to represent and act on behalf of Contractor for all purposes under this Contract. Contractor's Representative shall supervise and direct the Work, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Work under this Contract and as described in the relevant Task Order. Contractor's Representative shall devote full time to the Project and either he or his designee, who shall be acceptable to the Stadium Manager, shall be present at the Work site at all times that any Work is in progress and at any time that any employee or subcontractor of Contractor is present at the Work site. Arrangements for responsible supervision, acceptable to the Stadium Manager, shall be made for emergency Work which may be required. Should Contractor desire to change its Contractor's Representative, Contractor shall provide the information specified above and obtain the Stadium Manager's written approval.

3.17.3 Termination. This Contract may be terminated by Stadium Manager at any time, either with our without cause, by giving Contractor three (3) days advance written notice. In the event of termination by Stadium Manager for any reason other than the fault of Contractor, Stadium Manager shall pay Contractor for all Work performed up to that time as provided herein. In the event of breach of the Contract by Contractor, Stadium Manager may terminate the Contract immediately without notice, may reduce payment to Contractor in the amount necessary to offset Stadium Manager's resulting damages, and may pursue any other available recourse against Contractor. Contractor may not terminate this Contract except for cause. In the event this Contract is terminated in whole or in part as provided, Stadium Manager may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. Further, if this Contract is terminated as provided, Stadium Manager may require Contractor to provide all finished or unfinished documents, data, diagrams, drawings, materials or other matter prepared or built by Contractor in connection with its performance of this Contract.

3.17.6 Notices. All notices hereunder and communications regarding interpretation of the terms of the Contract or changes thereto shall be directed to the regularlymonitored electronic mail address, read receipt requested, of such party as follows:

CONTRACTOR:

Attn: Brent Paulson, Regional Manager
Bear Electrical Solutions, Inc.

[email protected]
STADIUM MANAGER:

General Manager
Forty Niners Stadium Management Company LLC
[email protected]

Page 17 of 40 ends

Contract Number: 10050-8
With copy to:

Legal Affairs
Forty Niners Stadium Management Company LLC
[email protected]
Any such notice or communication shall be deemed to have been given on the day such notice or communication is sent electronically, provided the sender has received a confirmation of such electronic transmission. A Party may, for purposes of this Agreement, change its email address or the person to whom a notice or other communication is marked to the attention of, by giving notice of such change to the other Party pursuant to this Section 3.17.6.

3.17.7 Time of Essence. Time is of the essence in the performance of this Contract.

3.17.8 Assignment Forbidden. Contractor shall not, either voluntarily or by action of law, assign or transfer this Contract or any obligation, right, title or interest assumed by Contractor herein without the prior written consent of Stadium Manager. If Contractor attempts an assignment or transfer of this Contract or any obligation, right, title or interest herein, Stadium Manager may, at its option, terminate and revoke the Contract and shall thereupon be relieved from any and all obligations to Contractor or its assignee or transferee.

3.17.9 No Third-Party Beneficiaries. There are no intended third-party beneficiaries of any right or obligation assumed by the Parties.

3.17.1 O Laws. Venue, and Attorneys' Fees. This Contract shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Contract, the action shall be brought in a state or federal court situated in the County of Santa Clara, State of California.

3.17 .11 Counterparts. This Contract may be executed in counterparts, each of which shall constitute an original.

3.17.12 Successors. The Parties do for themselves, their heirs, executors, administrators, successors, and assigns agree to the full performance of all of the provisions contained in this Contract.

3.17.13 [Reserved]

3.17.14 Solicitation. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Contract. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, Stadium Manager shall have the right to terminate this Contract without liability.

3.17.15 Conflict of Interest. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working

Page 18 of 40 ends

Contract Number: 10050-8
solely for Contractor, to solicit or secure this Contract. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, Stadium Manager shall have the right to rescind this Contract without liability. For the term of this Contract, no official, officer or employee of Stadium Manager, during the term of his or her service with Stadium Manager, shall have any direct interest in this Contract, or obtain any present or anticipated material benefit arising therefrom. In addition, Contractor agrees to file, or to cause its employees or subcontractors to file, a Statement of Economic Interest with the Stadium Manager's Filing Officer as required under state law in the performance of the Work.

3.17.16 Certification of License.

3.17.16.1 Contractor certifies that as of the date of execution of this Contract, Contractor has a current contractor's license of the classification indicated below under Contractor's signature.

3.17.16.2 Contractors are required by law to be licensed and regulated by the Contractors' State License Board which has jurisdiction to investigate complaints against contractors if a complaint regarding a patent act or omission is filed within four (4) years of the date of the alleged violation. A complaint regarding a latent act or omission pertaining to structural defects must be filed within ten (10) years of the date of the alleged violation. Any questions concerning a contractor may be referred to the Registrar, Contractors' State License Board, P.O. Box 26000, Sacramento, California 95826.

3.17.17 Authority to Enter Contract. Each Party warrants that the individuals who have signed this Contract have the legal power, right and authority to make this Contract and bind each respective Party.

3.17.18 Entire Contract; Modification. This Contract contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Contract may only be modified by a writing signed by both Parties.

3.17.19 Non-Waiver. None of the provisions of this Contract shall be considered waived by either party, unless such waiver is specifically specified in writing.

3.17.20 Stadium Manager's Right to Employ Other Contractors. Stadium Manager reserves right to employ other contractors in connection with this Project or other projects.
[SIGNATURES ON NEXT PAGE]

Page 19 of 40 ends

Contract Number: 10050-B

SIGNATURE PAGE FOR ON-CALL REPAIR CONTRACT

BETWEEN THE FORTY NINERS STADIUM MANAGEMENT COMPANY LLC AND BEAR ELECTRICAL SOLUTIONS, INC.

IN WITNESS WHEREOF, the Parties have entered into this Contract as of the Fifth day of May, 2021.

FORTY NINERS STADIUM

MANAGEMENTCOMPANYLLC
By:
f / Mercurio
ecutive Vice President &
General Manager
ATTEST:

BEAR ELECTRICAL SOLUTIONS, INC.

By:

Its:

Printed Name: &d)B8eT 'lf olJt\[OQrv

Page 20 of 40 ends

Contract Number: 10050-B
EXHIBIT "A"

SCOPE OF WORK
A. SCOPE OF WORK
Troubleshoot, repair, remove and install electrical equipment and components, typically found in a large sports stadium, rated at less than 60KV. This work will be performed via issuance of a Task Order (defined elsewhere in this solicitation). The work assigned to Contractor will be designated with one of the following "priority levels" which will indicate the urgency of the work and the Contractor's response time:

Priority Level Type Response Time
1 - High Emergency - Hazardous, Respond within 1 hour and property damage, and/ or commence work as soon as
event required support possible.
2-Medium Systems Malfunction - Respond within 2 hours and Interruption of daily commence work with 24 hours.
operation
3-Low Minor Repair Respond within 24 hours and
commence work within 72
hours, or as determined
necessary by the Stadium
Manager.

The Contractor shall provide trained technicians with the appropriate tools and testing equipment for scheduled maintenance, safety inspection, and safety testing as required. The Contractor shall maintain all necessary licenses to perfonn the work specified herein. The Contractor will be responsible for supplying all necessary equipment (including aerial lifts), tools, consumables, material, labor, and supplies required to perform the work described herein.

Pursuant to this contract, the Contractor will be tasked, by the Stadium Manager, with performing troubleshooting, repairing, and performing maintenance of various electrical systems at the Stadium, including but not limited to the following:

1. Electrical power work, and communications cabling, including, but not limited, to the following:
a. Power connections for electric-powered equipment;

Page 21 ends

Contract Number: 10050-B
b. Circuit breaker replacement;
c. Disconnect replacement;
d. Fuse replacement;
e. Conduit repair and installation, including PVC coated rigid conduit and fittings, PVC, flexible conduit, etc.;
f. Wire and electrical cable repair and installation, including copper, aluminum, all insulation and wire types;
Transformer removal and replacement;
h. Sub-panel removal and replacement;

1. Electrical devices, including receptacles, switches, etc. Repair, removal or replacement;
J. Motor, starters, controllers, and variable frequency drives. Repair, removal or replacement;
k. Automatic transfer switches;

1. UPS systems and clean power systems, low/medium voltage distribution systems, electrical grounding systems. Trouble shoot and repair; replace batteries as necessary;
m. Troubleshoot and repairs to back-up power systems;
n. Install or repair electric vehicle charging equipment; o. Repairs to computer power floor cables and connections, under carpet raceways, connections to electrified furniture partitions, electrical devices and trim; p. Work in electric duct banks; and
q. Fiber optic cable repair, replacement, installation.

2. Lighting and physical security work, including, but not limited to, the following:
a. Indoor and outdoor lighting repairs and installations, including exterior pole mounted fixtures, and sports field lighting; b. Lamp removal and replacement, including HID, fluorescent, incandescent, etc.; c. Ballast removal and replacement, including HID, fluorescent, etc.; d. New lighting fixture installation, all types;
e. Lighting control work. Contractors must have experience with a variety of lighting control systems, including Lutron and Crestron control systems;
f. Provision of temporary lighting, as necessary; and
g. Conduit and related work for parking lighting, rolling gates, and other related electrical equipment.

3. Testing & Maintenance:
a. Arc Flash assessment;
b. Infrared inspection;
c. Coordination study;
d. Switch gear testing;
e. Emergency generator testing;
f Power monitoring;
g. Motor control center cleaning; and
h. Ground fault testing.

Page 22 of 40 ends

Contract Number: 10050-B
B. GENERAL REQUIREMENTS

1. All work peif ormed shall meet the latest revision of all applicable federal, state, and local regulations, laws, and codes.

2. All work schedules must be approved in writing by the Stadium Manager prior to commencement of work.

3. Unless otherwise specified, Contractor shall guarantee the labor and materials used are within the specified guidelines and recommendations of the manufacturer.

4. Materials furnished shall be new and shall be of commercial quality material. Used, reconditioned, or discontinued models and materials are not acceptable. The warranty period for contractor provided materials shall be for a period of 1 year, or within the manufacture warranty, whichever is longer. Such warranty shall commence upon the date of acceptance of Contractor's work by the Stadium Manager.

5. The Stadium Manager reserves the right to supply all or part of the materials or equipment on any project/repair.

6. Contractor shall be responsible for the replacement of failed/defective equipment, and parts installed by Contractor that are under warranty. Such cost, if any, shall be incurred by Contractor. Contractor shall assume all liability for such defects.

7. Follow up work required to correct recent repair/improper repair, or substandard parts shall be at no charge to the Stadium Manager.

8. Contractor shall coordinate site access and Hot Work with Forty Niners Stadium Management Company Engineering Department prior to commencement of work.

9. Contractor shall complete a service tag/log after completion of work. Such tag or log must contain the following information:
a. Date of Service
b. Name of Technician(s)
c. Description of Service(s)

10. Contractor shall notify Stadium Manager when a recall is issued for any equipment or component serviced, installed, or repaired by Contractor. Notification by Contractor shall include the reasons for the recall, procedures for replacement, and the disposition of the recalled equipment.

11. Contractor is responsible for compliance with all building code requirements.

Independent of, or in addition, to any other legal requirements, the Stadium Manager may inspect and test Contractor's work to determine if it conforms to the California Building Standards Code and local regulations, if applicable. The Stadium Manager will not accept Contractor's work unless it meets all applicable building code

Page 23 of 40 ends

Contract Number: 10050-B
requirements.

12. The use of the safety equipment includes but is not limited to hard hats, eye protection, safety vests, hearing protection, fall protection, and safety boots as required by the California Occupational Safety and Health Administration.

13. Contractor is required to provide personal protective equipment (PPE) to perform the work and follow the Public Health Orders issued by the Santa Clara County Health Department related to Novel Coronavirus (COVID-19). The Public Health Order updates can be accessed online at https://www.sccgov.org/sites/covid 19/Pages/publichealth-orders. aspx

14. Contractor shall maintain all necessary licenses to perform the work specified herein.

15. Contactor shall be in compliance with applicable prevailing wage laws and the California Labor Code.

16. Contractor shall provide protection for all existing building components beneath and around the work. Any damage to existing building components caused by contractor shall be immediately repaired or replaced at contractor's sole expense in a manner acceptable to and approved by Stadium Manager.

17. In all active work areas, contractor shall provide, install and maintain all necessary barricades and warnings to prohibit pedestrian access into any affected work area.

This not only includes areas surrounding the work, but also includes areas below the work. Levi's Stadium is an active building containing employees, guests, and other contractors on a daily basis. Contractor shall be responsible for keeping others out of its active work areas and preventing the exposure of others to grinding, sanding, scraping, paint drips, overspray or any other material generated within the work area, both around and below.

18. Contractor will have a designated representative to oversee Contractor's technicians assigned to perform the work specified herein. Contractor representative shall be responsible for providing all required documents, including, but not limited to, reports, invoices, as-built drawings and all other project contract documents to the Stadium Manager.

19. Contractor shall assign a primary/secondary technician(s) as the main contact for the Stadium Manager during the term of the contract. If different representatives are designated during the term of the Contract, notice of any changes (including, but not limited to, name, address, e-mail, and telephone number) shall be promptly served in writing.

20. Contractor must obtain written authorization prior to commencement of work. The Stadium Manager will provide Contractor written approval by issuing a Notice to Proceed.

Page 24 ends

Contract Number: 10050-B

21. The Contractor shall perform the following to ensure a clean, safe work site:
a. At end of each workday, remove rubbish, empty cans, rags, and other discarded materials from project site. Secure, locate and position all unused materials and equipment, including man lifts, to the satisfaction of Stadium Manager.
b. After completing coating application, clean spattered surfaces. Remove spattered coatings by washing, scraping, or other methods. Do not scratch or damage adjacent finished or unfinished surfaces. Do not allow coatings to drip, spatter onto or otherwise stain adjacent surfaces. c. Protect work of other trades against damage from coating operation. Correct damage by cleaning, repairing, replacing, and recoating, as approved by Stadium Manager, and leave in an undamaged condition.
d. Protect all adjacent surfaces as required by field conditions.

C. REGULATIONSANDSTANDARDS
All material and work shall be in accordance with the rules and requirements of the United States Department of Labor Occupational Safety and Health Administration ("OSHA"); National Electrical Code ("NEC"); National Fire Codes published by the National Fire Protection Association ("NFPA"); California Administrative Codes ("CAC"); Uniform Building Code ("UBC"); Uniform Plumbing Code ("UPC'); and other applicable federal, state, and local laws and/or regulations. These specifications shall not be construed to permit work not conforming to these requirements. The regulations shall govern where they require higher standards or conflict with the specifications. Published rulings and interpretations of the enforcing agencies shall be considered a part of these specifications. All regulations and standards shall be the latest publication unless governing authorities require otherwise. In addition, all of Contractor's work shall be in accordance with the best practices available in the industry, and shall present a neat, workmanlike appearance upon completion.

Page 25 of 40 ends

Contract Number: 10050-B
EXHIBIT "B"

PLANS AND SPECIFICATIONS
Plans and Specifications shall be provided and made a part of each individual Task Order.

Page 26 of 40 ends

EXHIBIT "C"

SPECIAL CONDITIONS
ARTICLE 1. BONDS
Contract Number: 10050-8
Within ten (1 0) calendar days from the date the Contractor is notified of award of the Contract, the Contractor shall deliver to the Stadium Manager four identical counterparts of the Performance Bond and Payment Bond on the forms supplied by the Stadium Manager and included as Exhibit "F" to the Contract. Failure to do so may, in the sole discretion of Stadium Manager, result in the forfeiture of Contractor's bid security. The surety supplying the bond must be an admitted surety insurer, as defined in Code of Civil Procedure Section 995.120, authorized to do business as such in the State of California and satisfactory to the Stadium Manager. The Performance Bond and the Payment Bond shall be for one hundred percent (100%) of the Total Contract Price.

Page 27 of 40 ends

Contract Number: 10050-B
EXHIBIT "D"

CONTRACTOR'S CERTIFICATE REGARDING WORKERS' COMPENSATION LABOR CODE - SECTION 1861
I, the undersigned Contractor, am aware of the provisions of Section 3700, et seq., of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of the Code, and I, the undersigned Contractor, agree to and will comply with such provisions before commencing the performance of the Work on this Contract.

BEAR ELECTRICAL SOLUTIONS, INC.

By:

Signature
~
~~T :fy~.UNG.\DN
Name (Print)
Title (Print)

Page 28 of 40 ends

Contract Number: 10050-B
EXHIBIT "E"

PUBLIC WORKS CONTRACTOR REGISTRATION CERTIFICATION
Pursuant to Labor Code Sections 1725.5 and 1771.1, all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter into a contract to perform public work must be registered with the Department of Industrial Relations. See http://www.dir.ca.gov/PublicWorks/PublicWorks.html for additional information.

No bid will be accepted nor any contract entered into without proof of the contractor's and subcontractors' current registration with the Department of Industrial Relations to perform public work.

Contractor hereby certifies that it is aware of the registration requirements set forth in Labor Code Sections 1725.5 and 1771.1 and is currently registered as a contractor with the Department of Industrial Relations. 1
Name of Contractor: 'Be~(( tl~\c._1-;;:\_ <;:olu11DN~, \Ne..

DIR Registration Number: \ 000002 \ S' <g
DIR Registration Expiration: lo \ '30' '20 ~ '"')..

Small Project Exemption: __ Yes or _$_ No
Unless Contractor is exempt pursuant to the small project exemption, Contractor further acknowledges:
• Contractor shall maintain a current DIR registration for the duration of the project. • Contractor shall include the requirements of Labor Code Sections 1725.5 and 1771.1 in its contract with subcontractors and ensure that all subcontractors are registered at the time of bid opening and maintain registration status for the duration of the project. • Failure to submit this form or comply with any of the above requirements may result in a finding that the bid is non-responsive.

NameofCon~IC.Ac\_ .S:cl,uTjpNS ! \ .Jc.. .

Signature ____ ;.__ _________________ _
Name and Title Th&IT fGvNG\0"1 · \J lCx P~--s.1D~tJJ
Dated. _ _ ':5-1\.....- 3 ....... \~~a..........aa'l-....... \ ___________ _ 1 If the Project is exempt from the contractor registration requirements pursuant to the small project exemption under Labor Code Sections 1725.5 and 1771.1, please mark "Yes" in response to "Small Project Exemptioa"

Page 29 of 40 ends

Contract Number: 10050-B
EXHIBIT "F"

PAYMENT AND PERFORMANCE BONDS

ATTACHED BEHIND THIS PAGE

Page 30 of 40 ends

Executed in Duplicate

PERFORMANCE BOND
KNOW ALL PERSONS BY THESE PRESENTS:

Contract Number: 10050-B
Bond No. 0798224
Premium: $9,328.00
THAT WHEREAS, the Forty Niners Stadium Management Company LLC (hereinafter referred to as "Stadium Manager"} has awarded to Bear Electrical Solutions, ln9{hereinafter referred to as the "Contractor") a California corporation, an agreement for Levi's Stadium On-Call Electrical (hereinafter referred to as the "Project").

Maintenance and Repair Contract
WHEREAS, the work to be performed by the Contractor is more particularly set forth in the Contract Documents for the Project dated May 5, 2021 , {hereinafter referred to as "Contract Documents"), the terms and conditions of which are expressly incorporated herein by reference; and
WHEREAS, the Contractor is required by said Contract Documents to perform the terms thereof and to furnish a bond for the faithful performance of said Contract Documents.

Now THEREFORE Bear Electrical Solutions, Inc. d . d C t t d , , we, ______ ......, me un ersIgne on rac or an Harco National Insurance Company as Surety, a corporation organized and duly authorized to transact business under the laws of the State of California, are held and firmly bound unto the Stadium Manager in the sum of seven Hundred Fifty Thousand and 0011 oo DOLLARS, ($750,000.00 ), said sum being not less than one hundred percent (100%) of the total amount of the Contract, for which amount well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH, that, if the Contractor, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and agreements in the Contract Documents and any alteration thereof made as therein provided, on its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their intent and meaning; and shall faithfully fulfill all obligations including the one-year guarantee of all materials and workmanship; and shall indemnify and save harmless the Indemnified Parties, as stipulated and defined in said Contract Documents, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect.

As a condition precedent to the satisfactory completion of the Contract Documents, unless otherwise provided for in the Contract Documents, the above obligation shall hold good for a period of one (1) year after the acceptance of the work by Stadium Manager, during which time if Contractor shall fail to make full, complete, and satisfactory repair and replacements and totally protect the Stadium Manager from loss or damage resulting from or caused by defective materials or faulty workmanship, Surety shall undertake and faithfully fulfill all such obligations. The obligations of Surety hereunder shall continue so long as any obligation of Contractor remains.

Nothing herein shall limit the Stadium Manager's rights or the Contractor or Surety's obligations under the Contract, law or equity, including, but not limited to, California Code of Civil Procedure Section 337 .15.

Page 31 of 40 ends

Bond No. 0798224
Contract Number: 10050-B
(1) Take over and complete the Project in accordance with all terms and conditions in the Contract Documents; or
(2) Obtain a bid or bids for completing the Project in accordance with all terms and conditions in the Contract Documents and upon determination by Surety of the lowest responsive and responsible bidder, arrange for a Contract between such bidder, the Surety and the Stadium Manager, and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term "balance of the contract price" as used in this paragraph shall mean the total amount payable to Contractor by the Stadium Manager under the Contract and any modification thereto, less any amount previously paid by the Stadium Manager to the Contractor and any other set offs pursuant to the Contract Documents.
(3) Permit the Stadium Manager to complete the Project in any manner consistent with local, California and federal law and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term "balance of the contract price" as used in this paragraph shall mean the total amount payable to Contractor by the Stadium Manager under the Contract and any modification thereto, less any amount previously paid by the Stadium Manager to the Contractor and any other set offs pursuant to the Contract Documents.

Surety expressly agrees that the Stadium Manager may reject any contractor or subcontractor which may be proposed by Surety in fulfillment of its obligations in the event of default by the Contractor.

Surety shall not utilize Contractor in completing the Project nor shall Surety accept a bid from Contractor for completion of the Project if the Stadium Manager, when declaring the Contractor in default, notifies Surety of the Stadium Manager's objection to Contractor's further participation in the completion of the Project.

The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project, including but not limited to the provisions of Sections 2819 and 2845 of the California Civil Code.

IN WITNESS WHEREOF, we have hereunto set our hands and seals this 28th day of April 2021 ).
(Corporate Seal) Bear Electrical Solutions, Inc.

Page 32 of 40 ends

Bond No. 0798224
Contract Number: 10050-B
Harco National Insurance Company
(Corporate Seal) Surety
By~
Yvonne Ron gttolo-Attorney-in-Fact
Signatures of those signing for the Contractor and Surety must be notarized and evidence of corporate authority attached.
(Attach Attorney-in-Fact Certificate) Title _A_t_to_rn_e ..... y_-i_n-_F_ac_t ________ _ The rate of premium on this bond is $12.44 per thousand. The total amount of premium charges, $_9'""',3_2_8_.o_o __________ _
(The above must be filled in by corporate attorney.)

THIS IS A REQUIRED FORM
Any claims under this bond may be addressed to:
(Name and Address of Surety) Harco National Insurance Company 2999 Oak Rd., #820
Walnut Creek, CA 94597
(Name and Address of Agent or Vivian Imperial
Representative for service of
process in California, if different
from above)
818 West Seventh, Suite 930, Los Angeles, CA 90017
Surety: (925) 256-8760
(Telephone number of Surety and Agent for Service: (213) 627-8252 Agent or Representative for service
of process in California)
NOTE: A copy of the Power-of-Attorney authorizing the person signing on behalf of the Surety to do so must be attached hereto.

Page 33 of 40 ends

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CML CODE§ 1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of Santa Clara )
On 05/03/2021 before me, Sandra Hernandez, Notary Public Date Here Insert Name and Title of the Officer
personally appeared Robert Asuncion
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

NESSA HERNA~DEZ
otary Public • California z
Santa Clara County S::

Commission# 2350852 -
Comm. Expires Mar 10, 2025
Place Nota,y Sea/ Above
I certify under PENAL TY OF PERJURY under the laws
of the State of California that the foregoing paragraph is true and correct.

WITNESS my and official seal.

Signature o
---------------OPTIONAL---------------
Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document: __________________________ _ Document Date: __________________ Number of Pages: _____ _ Signer(s) Other Than Named Above: _____________________ _ Capacity(ies} Claimed by Signer(s)
Signer's Name: ___________ _ Signer's Name: ___________ _ □ Corporate Officer - Trtle(s): ______ _ □ Corporate Officer - Title(s): ______ _ □ Partner - □ Limited □ General □ Partner - □ Limited □ General □ Individual □ Attorney in Fact □ Individual D Attorney in Fact □ Trustee □ Guardian or Conservator Trustee □ Guardian or Conservator Other. ______________ _ □ Other: _____________ _ Signer Is Representing: ________ _ Signer Is Representing: ________ _ ~¾-y,,.~'<X,~g,~~~'®~~'"¼,,.~·•f<>!.l.<M}~'@.'@..'iQ<,'§<.'!,rot ©2016 National Notary Association • www.NationalNotary.org • 1-800-US NOT ARY (1-800-876-6827) Item #5907 CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
~ ~lRIJll8flll(tfJ80000000810l!lllffl~DD1181EHOJOOUHIOIB{~~ A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of ca_r,to__r_n_ia ____________ }·
County of Contra Costa
On before me, ______ C_h_ri_s_tin_a_ B_u_rt_o_n .... , N_ o_ta_ry.__P_u_b_lic ____ __, Date Here Insert Name and Title of the Officer
personally appeared Yvonne Roncagliolo ------------------------------------------------------------------------------ Name(s) of Signer(s)
--------------------------------------------------------------------------------------------------- who proved to me on the basis of satisfactory evidence to be the person(s1 whose name~ is/afe subscribed to the within instrument and acknowledged to me that he/she/~ executed the same in nts/her/lheif authorized capacity~. and that by his/her/#teir signatur~on the instrument the person'8)', or the entity upon behalf of which the person~ acted, executed the instrument.

Place Notary Seal and/or Stamp Above
I certify under PENAL TY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.

WITNESS my hand and official seal.

Signature _ ______ c_~ ____ ____ _
Signature of Notary Public

OPTIONAL
Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document __________________________ _
Document Date: ____________________ Number of Pages: ___ _ Sigher(s) Other Than Named Above: ______________________ _ Capacity(ies) Claimed by Signer(s)
Signer's Name: Yvonne Roncagliolo
o Corporate Officer - Title(s): ______ _
□ Partner - o Limited D General
D Individual DO Attorney in Fact
□ Trustee □ Guardian or Conservator
D Other:

Signer Is Representing: ________ _
Sign ' Name:
□ Corpora fficer - Title(s}: ______ _
□ Partner - D · ed o General
□ Individual
□ Trustee
□ Other:

Signer is Representing: ---------':=....::::---
~~~~~~Ml~B:l--~:aol~:offl_,~~OOtlffll:~~OIOIE~illOC{!~~ ©2018 Natrona! Notary Association

POWER OF ATTORNEY

HARCO NATIONAL INSURANCE COMPANY

INTERNATIONAL FIDELITY INSURANCE COMPANY
Bond # 0798224
Member companies of IAT Insurance Group, Headquartered: 702 Oberlin Road, Raleigh, North Carolina 27605 KNOW ALL MEN BY THESE PRESENTS: That HARCO NATIONAL INSURANCE COMPANY, a corporation organized and existing under the laws of the State of Illinois, and INTERNATIONAL FIDELITY INSURANCE COMPANY, a corporation organized and existing under the laws of the State of New Jersey, and having their principal offices located respectively in the cities of Rolllng Meadows, Illinois and Newark, New Jersey, do hereby constitute and appoint
VALERIE GARCIA, CHRISTINA BURTON, ALICIA DASS, PETER TAM, KELLY HOLTEMANN, THOMAS E. HUGHES, CHARLES R. SHOEMAKER, MARK M. MUNEKAWA, NERISSA S. BARTOLOME, JOAN DELUCA, SARA RIDGE, PATRICK R. DIESEL, YVONNE RONCAGLIOLO San Francisco, CA
their true and lawful attorney(s)-in-fact to execute, seal and deliver for and on its behalf as surety, any and all bonds and undertakings, contracts of indemnity and other writings obligatory in the nature thereof, which are or may be allowed, required or permitted by law, statute, rule, regulation, contract or otherwise, and the execution of such instrument(s) in pursuance of these presents, shall be as binding upon the said HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY, as fully and amply, to all intents and purposes, as if the same had been duly executed and acknowledged by their regularly elected officers at their principal offices.

This Power of Attorney is executed, and may be revoked, pursuant to and by authority of the By-Laws of HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY and is granted under and by authority of the following resolution adopted by the Board of Directors of INTERNATIONAL FIDELITY INSURANCE COMPANY at a meeting duly held on the 13th day of December, 2018 and by the Board of Directors of HARCO NATIONAL INSURANCE COMPANY at a meeting held on the 13th day of December, 2018. "RESOLVED, that (1) the Chief Executive Officer, President, Executive Vice President, Senior Vice President, Vice President, or Secretary of the Corporation shall have the power to appoint, and to revoke the appointments of, Attorneys-In-Fact or agents with power and authority as defined or limited in their respective powers of attorney, and to execute on behalf of the Corporation and affix the Corporation's seal thereto, bonds, undertakings, recognizances, contracts of indemnity and other written obligations in the nature thereof or related thereto; and (2) any such Officers of the Corporation may appoint and revoke the appointments of joint-control custodians, agents for acceptance of process, and Attorneys-In-fact with authority to execute waivers and consents on behalf of the Corporation; and (3) the signature of any such Officer of the Corporation and the Corporation's seal may be affixed by facsimile to any power of attorney or certification given for the execution of any bond, undertaking, recognizance, contract of Indemnity or other written obligation in the nature thereof or related thereto, such signature and seals when so used whether heretofore or hereafter, being hereby adopted by the Corporation as the original signature of such officer and the original seal of the Corporation, to be valid and binding upon the Corporation with the same force and effect as though manually affixed."
IN WITNESS WHEREOF, HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY have each executed and attested these presents on this 31st day of December, 2019

ST ATE OF NEW JERSEY
County of Essex
Kenneth Chapman

STATE OF ILLINOIS
County of Cook
Executive Vice President, Harco National Insurance Company and International Fidelity Insurance Company
On this 31st day of December, 2019 , before me came the Individual who executed the preceding instrument, to me personally known, and, being by me duly sworn, said he is the therein described and authorized officer of HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY; that the seals affixed to said instrument are the Corporate Seals of said Companies; that the said Corporate Seals and his signature were duly affixed by order of the Boards of Directors of said Companies.

IN TESTIMONY WHEREOF, I have hereunto set my hand affixed my Official Seal, at the City of Newark, New Jersey the day and year first above written.

CERTIFICATION
Shirelle A. Outley a Notary Public of New Jersey
My Commission Expires April 4, 2023
I, the undersigned officer of HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY do hereby certify that I have compared the foregoing copy of the Power of Attorney and affidavit, and the copy of the Sections of the By-Laws of said Companies as set forth in said Power of Attorney, with the originals on file in the home office of said companies, and that the same are correct transcripts thereof, and of the whole of the said originals, and that the said Power of Attorney has not been revoked and is now in full force and effect.

IN TESTIMONY WHEREOF, I have hereunto set my hand on this day, April 28, 2021 AOD467
Irene Martins, Assistant Secretary
Executed in Duplicate

PAYMENT BOND
KNOW ALL MEN BY THESE PRESENTS That
Bond No. 0798224
Premium: Included in Performance Bond
Contract Number: 10050-B
WHEREAS, the Forty Niners Stadium Management Company LLC (hereinafter designated as the "Stadium Man~~er"), by action taken or a resolution passed May 5 , 201.L_has awarded to '§~f~tf:c!~~~\i°c.1 hereinafter designated as the "Principal," a contract for the work described as follows:
_L_ev_i_'s_s_ta_d_iu_m_o_n_-c_a_n_E_le_c_tr_ic_a_l _M_a_in_te_n_a_nc_e_a_n_d_R_e_p_a_ir_c_o_nt_r_ac_t __ (the "Project"); and WHEREAS, the work to be performed by the Principal is more particularly set forth in the Contract Documents for the Project dated May 5, 2021 ("Contract Documents"), the terms and conditions of which are expressly incorporated by reference; and WHEREAS, said Principal is required to furnish a bond in connection with said contract; providing that if said Principal or any of its Subcontractors shall fail to pay for any materials, provisions, provender, equipment, or other supplies used in, upon, for or about the performance of the work contracted to be done, or for any work or labor done thereon of any kind, or for amounts due under the Unemployment Insurance Code or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of said Principal and its Subcontractors with respect to such work or labor the Surety on this bond will pay for the same to the extent hereinafter set forth.

NOW THEREFORE, we, the Principal and Harco National Insurance Company as Surety, are held and firmly bound unto the Stadium Manager in the penal sum of Seven Hundred Fifty Thousand and 0011 o, _______ Dollars ($750,000.00 ) lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH that if said Principal, his or its subcontractors, heirs, executors, administrators, successors or assigns, shall fail to pay any of the persons named in Section 9100 of the Civil Code, fail to pay for any materials, provisions or other supplies, used in, upon, for or about the performance of the work contracted to be done, or for any work or labor thereon of any kind, or amounts due under the Unemployment Insurance Code with respect to work or labor performed under the contract, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department or Franchise Tax Board from the wages of employees of the contractor and his subcontractors pursuant to Section 18663 of the Revenue and Taxation Code, with respect to such work and labor the Surety or Sureties will pay for the same, in an amount not exceeding the sum herein above specified.

This bond shall inure to the benefit of any of the persons named in Section 9100 of the Civil Code so as to give a right of action to such persons or their assigns in any suit brought upon this bond.

Page 35 of 40 ends

Bond No. 0798224
Contract Number: 10050-B
attempted rescission of the contract, agreement or bond, nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to recover under any such contract or agreement or under the bond, nor by any fraud practiced by any person other than the claimant seeking to recover on the bond and that this bond be construed most strongly against the Surety and in favor of all persons for whose benefit such bond is given, and under no circumstances shall Surety be released from liability to those for whose benefit such bond has been given, by reason of any breach of contract between the owner or Stadium Manager and original contractor or on the part of any obligee named in such bond, but the sole conditions of recovery shall be that claimant is a person described in Section 9100 of the Civil Code, and has not been paid the full amount of his claim and that Surety does hereby waive notice of any such change, extension of time, addition, alteration or modification herein mentioned and the provisions of Sections 2819 and 2845 of the California Civil Code.

IN WITNESS WHEREOF, we have hereunto set our hands and seals this 28th day of April , 20 21.
(Corporate Seal)
(Corporate Seal)
By _________________ _
~~ ~UNLlON
Title \J\tt ~\be "11:

Harco National Insurance Company
Surety
Yvonne By RoncagToio.Attom
~ ey-in-Fact
Title Attorney-in-Fact
Signatures of those signing for the Contractor and Surety must be notarized and evidence of corporate authority attached. A Power-of-Attorney authorizing the person signing on behalf of the Surety to do so much be attached hereto.

NOTE: A copy of the Power-of-Attorney authorizing the person signing on behalf of the Surety to do so must be attached hereto.

Page 36 of 40 ends

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of Santa Clara }
On 05/03/2021 before me, Sandra Hernandez, Notary Public Date Here Insert Name and Title of the Officer
personally appeared Robert Asuncion
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s} whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies}, and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s} acted, executed the instrument.

SANDRA VAl'{ESSA HERNANDEZ
Notary Public • California z
Santa Clar a County !
Commission # 2350852
y Comm. Expires Mar 10, 2025
Place Notary Sea/ Above
I certify under PENAL TY OF PERJURY under the laws
of the State of California that the foregoing paragraph is true and correct.

WITNESS my h"'nc11...!:1n
---------------OPTIONAL---------------
Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document: ___________________________ _ Document Date: __________________ Number of Pages: _____ _ Signer(s) Other Than Named Above: ______________________ _ Capacity(ies) Claimed by Signer(s)
Signer's Name: ___________ _ Signer's Name: ___________ _ □ Corporate Officer - Trtle(s): ______ _ □ Corporate Officer - Title(s): ______ _ □ Partner - □ Limited □ General □ Partner - □ Limited □ General □ Individual □ Attorney in Fact □ Individual □ Attorney in Fact □ Trustee □ Guardian or Conservator □ Trustee □ Guardian or Conservator Other: ____________ _ □ Other: ______________ _ Signer Is Representing: ________ _ Signer Is Representing: ________ _ ~~'§l(.rn~~-g~~g.w,g:<,-'@;..~~
©2016 National Notary Association • www.NationalNotary.org • 1-800-US NOT ARY {1-800-876-6827) Item #5907 CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
fflill~OOll[l181(lll8tlltl1811:lllOIORQ:l[lll):(lll@l!ll~)lf}IIJl8:ffl)llfflOOllf.JOtJOJ81Elef ~IOOl:llllllll8$~00@00l(IIOOIOOl6l~ A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California }
County of ___ C_o_n_t_ra_ C_o_s_ta ______ _
before me, ______ C_h_ri_s_tin_a_ B_u_rt_o_n-, _N_o_ta_ry_P_u_b_li_c _ ___ _, Dote Here Insert Nome and Title of the Officer
Yvonne Roncag liolo ---------------------------------------------------------------------- personally appeared ------------------------------- Nome(s) of Signer(s) --------------------------------------------------------------------------------------------------------------------------------- who proved to me on the basis of satisfactory evidence to be the person'8j' whose name~ is/afe subscribed to the within instrument and acknowledged to me that he/she/~ executed the same in his/her/thew authorized capacity~. and that by ttts/her/#tetr signature~on the instrument the person(8r, or the entity upon behalf of which the persc,n(a) acted, executed the instrument.

Place Notary Seal and/or Stamp Above
I certify under PENAL TY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.

WITNESS my hand and official seal.

Signature _ _________ CB-tivfi- ___ __ _
Signature of Notary Public

OPTIONAL
Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document: _______________________ ___ _ Document Date: ____________________ Numberof Pages: ___ _ Sigher(s) Other Than Named Above: ______________________ _ Capacity(ies) Claimed by Signer(s)
Signer's Name: Yvonne Roncagliolo
□ Corporate Officer - Title(s): ______ _
□ Partner - □ Limited □ General
□ Individual r.gJ Attorney in Fact
□ Trustee □ Guardian or Conservator
□ Other:

Signer is Representing: ________ _
~~ .
©2018 National Notary Association
Sign ' Name: ______ _ ____ _
□ Corpora fficer - Title(s): _ _____ _
□ Partner - □ · ed □ General
□ Individual
□ Trustee
□ Other:

Signer Is Representing: ------........:""-c:-

POWER OF ATTORNEY

HARCO NATIONAL INSURANCE COMPANY

INTERNATIONAL FIDELITY INSURANCE COMPANY
Bond # 0798224
Member companies of IAT Insurance Group, Headquartered: 702 Oberlin Road, Raleigh, North Carolina 27605 KNOW ALL MEN BY THESE PRESENTS: That HARCO NATIONAL INSURANCE COMPANY, a corporation organized and existing under the laws of the State of Illinois, and INTERNATIONAL FIDELITY INSURANCE COMPANY, a corporation organized and existing under the laws of the State of New Jersey, and having their principal off1ees located respectively in the cities of Rolling Meadows, Illinois and Newark, New Jersey, do hereby constitute and appoint
VALERIE GARCIA, CHRISTINA BURTON, ALICIA DASS, PETER TAM, KELLY HOLTEMANN, THOMAS E. HUGHES, CHARLES R. SHOEMAKER, MARK M. MUNEKAWA, NERISSA S. BARTOLOME, JOAN DELUCA, SARA RIDGE, PATRICK R. DIEBEL, YVONNE RONCAGLIOLO San Francisco, CA
their true and lawful attorney(s)-in-fact to execute, seal and deliver for and on its behalf as surety, any and all bonds and undertakings, contracts of indemnity and other writings obligatory in the nature thereof, which are or may be allowed, required or permitted by law, statute, rule, regulation, contract or otherwise, and the execution of such instrument(s) in pursuance of these presents, shall be as binding upon the said HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY, as fully and amply, to all intents and purposes, as if the same had been duly executed and acknowledged by their regularly elected officers at their principal offices.

This Power of Attorney is executed, and may be revoked, pursuant to and by authority of the By-Laws of HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY and Is granted under and by authority of the following resolution adopted by the Board of Directors of INTERNATIONAL FIDELITY INSURANCE COMPANY at a meeting duly held on the 13th day of December, 2018 and by the Board of Directors of HARCO NATIONAL INSURANCE COMPANY at a meeting held on the 13th day of December, 2018. "RESOLVED, that (1) the Chief Executive Officer, President, Executive Vice President, Senior Vice President, Vice President, or Secretary o1 the Corporation shall have the power to appoint, and to revoke the appointments of, Attorneys-In-Fact or agents with power and authority as defined or limited in their respective powers of attorney, and to execute on behalf of the Corporation and affix the Corporation's seal thereto, bonds, undertakings, recognizances, contracts of indemnity and other written obligations In the nature thereof or related thereto; and (2) any such Officers of the Corporation may appoint and revoke the appointments of joint-control custodians, agents for acceptance of process, and Attorneys-in-fact with authority to execute waivers and consents on behalf of the Corporation; and (3) the signature of any such Officer of the Corporation and the Corporation's seal may be affixed by facsimile to any power of attorney or certification given for the execution of any bond, undertaking, recognizance, contract of indemnity or other written obligation in the nature thereof or related thereto, such signature and seals when so used whether heretofore or hereafter, being hereby adopted by the Corporation as the original signature of such officer and the original seal of the Corporation, to be valid and binding upon the Corporation with the same force and effect as though manually affixed."
IN WITNESS WHEREOF, HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY have each executed and attested these presents on this 31st day of December, 2019

STATE OF NEW JERSEY
County of Essex
Kenneth Chapman

STATE OF ILLINOIS
County of Cook
Executive Vice President, Harco National Insurance Company and International Fidellty Insurance Company
On this 31st day of December, 2019 , before me came the Individual who executed the preceding Instrument, to me personally known, and, being by me duly sworn, said he is the therein described and authorized officer of HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY; that the seals affixed to said instrument are the Corporate Seals of said Companies; that the said Corporate Seals and his signature were duly affixed by order of the Boards of Directors of said Companies.

IN TESTIMONY WHEREOF, I have hereunto set my hand affixed my Official Seal, at the City of Newark, New Jersey the day and year first above written.

CERTIFICATION
Shirelle A. Outley a Notary Public of New Jersey
My Commission Expires April 4, 2023
I, the undersigned officer of HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY do hereby certify that I have compared the foregoing copy of the Power of Attorney and affidavit, and the copy of the Sections of the By-Laws of said Companies as set forth in said Power of Attorney, with the originals on file In the home office of said companies, and that the same are correct transcripts thereof, and of the whole of the said originals, and that the said Power of Attorney has not been revoked and is now in full force and effect.

IN TESTIMONY WHEREOF, I have hereunto set my hand on this day, April 28, 2021 A00467
Irene Martins, Assistant Secretary
Contract Number: 10050-B
EXHIBIT "G"

RATE SCHEDULE
Billable Labor Rates Straight Daily Saturday Sunday &
Time/Weekday Holiday
A Journey Level:
1 COMM & System Installer $120.00 $148.00 $148.00 $176.00 2 COMM & System Tech $128.00 $161.00 $160.00 $195.00
3 Inside Wireman, Technician $182.00 $230.00 $230.00 $275.00 4 Cable Splicer $195.00 $250.00 $250.00 $305.00
5 Material Handler $101.00 $125.00 $125.00 $145.00
6 Material Handler - Fourth Six Months $94.00 $115.00 $115.00 $135.00 7 Material Handler - Third Six Months $90.00 $107.00 $107.00 $125.00 8 Material Handler- Second Six Months $85.00 $100.00 $100.00 $115.00 9 Material Handler- First Six Months $63.00 $77.00 $77.00 $91.00 B Apprentice Level:
1 Electrician, Inside Wireman - 5th period $136.00 $197.00 $197.00 $197.00 2 Electrician, Inside Wireman - 6th period $142.00 $207.00 $207.00 $207.00 3 Electrician, Inside Wireman - 7th period $148.00 $218.00 $218.00 $218.00 4 Electrician, Inside Wireman - 8th period $155.00 $229.00 $229.00 $229.00 5 Electrician, Inside Wireman - 9th period $160.00 $240.00 $240.00 $240.00 6 Electrician, Inside Wireman -10th period $167.00 $250.00 $250.00 $250.00 C Materials & Consumables Mark-Up from Actual Cost to Contractor is 10% D Equipment Rentals Mark-Up from Actual Cost to Contractor is 10%

Page 38 of 40 ends

Contract Number: 10050-B

1. Materials and Consumables·
a. Materials (which include replacement parts, new components such as panel boards, transformers, etc., but does NOT include the cost of small tools) and consumables, which are "minor" materials actually "consumed" during the course of work (such as caulking, solder, tape, etc.) shall be provided to the Stadium Manager at the Contractor's "cost" (meaning what the Contractor paid the supplier) plus an agreed upon mark-up percentage, which would include handling, storage, etc. b. When the Contractor is invoicing for specific task orders, and that invoice includes materials costs, Stadium Manager, at its discretion, may require invoices documenting what the Proposer paid for said materials.
c. If Stadium Manager issues an "emergency" task order, then this requirement may be waived if Stadium Manager so authorizes.

2. Equipment Rental
a. If the Contractor must rent equipment in order to accomplish a Task Order, the price of that equipment to Stadium Manager shall be the Contractor's actual invoice cost for that equipment, plus an agreed upon mark-up percentage. b. If the Contractor owns equipment, then reimbursement for use of that equipment is to be covered in the Contractor's overall Overhead and Profit mark-up, which is a component of the Contractor's billable hourly rates described above.

3. Permit Fees
a. All permit fees shall be pass through charges billed to the Stadium Manager for actual documented costs charged without markup.

Page 39 of 40 ends

Contract Number: 10050-B
EXHIBIT "H"

SAMPLE TASK ORDER FORM
FORTY NINER$ STADIUM MANAGEMENT COMPANY LLC

TASK ORDER
Task Order No. --~
Contract: Levi's Stadium On-Call Electrical Maintenance and Repair Services Contractor: BEAR ELECTRICAL SOLUTIONS, INC.

The Contractor is hereby authorized to perform the following work subject to the provisions of the Contract identified above:

List any attachments: [INSERT ATTACHMENTS, IF A Y]
Dollar Amount of Task Order: Not to exceed $ .00 - ~~-
Liquidated Damages for this Task Order: $XXX per day.

Completion Date: 20 ----~
The undersigned Contractor hereby agrees that it will provide all equipment, furnish all materials, except as may be otherwise noted above, and perform all work specified above in accordance with the Contract identified above and will accept as full payment therefore the amount shown above.

FORTY NINERS STADIUM

MANAGEMENTCOMPANYLLC
Dated: ----------
By: -----------

BEAR ELECTRICAL SOLUTIONS,
INC.

Dated: ----------
By: -----------

Page 40 of 40 ends

ATTACHMENT G

LABOR COMPLIANCE ADDENDUM
Contract Title: Levi's Stadium On-Call Electrical Maintenance and Repair Services CONTRACTOR (Supplier) ~'e. t\.EC-'W-lc_~ Soltrt"\bt,J<,,., lr,lc..

Name and Address \'). S2 ~ 5,t"- P, D. Bo}.... C\':l~
AlvL~O C,_7\ Clsno'l.

This Contract is subject to the requirements of California Labor Code section 1720 et seq. requiring the payment of prevailing wages, the training of apprentices, and compliance with other applicable requirements.

A. Prevailing Wage Requirements

1. Contractor shall be obligated to pay not less than the General Prevailing Wage Rate, which can be found at www.dir.ca.gov. Contractor is also required to have a copy of the applicable wage determination posted and/or available at each job site.

2. Specifically, contractors are reminded of the need for compliance with Labor Code Section 1774-1775 (the payment of prevailing wages and documentation of such), Section 1776 (the keeping and submission of accurate certified payrolls) and 1777.5 in the employment of apprentices on public works projects. Further, overtime must be paid for work in excess of 8 hours per day or 40 hours per week pursuant to Labor Code Section 1811-1813.

3. Special prevailing wage rates generally apply to work performed on weekends, holidays and for certain shift work. Depending on the location of the project and the amount of travel incurred by workers on the project, certain travel and subsistence payments may also be required. Contractors and subcontractors are on notice that information about such special rates, holidays, premium pay, shift work and travel and subsistence requirements can be found at www.dir.ca.gov.

4. Only bona fide apprentices actively enrolled in a California Division of Apprenticeship Standards approved program may be employed on the project as an apprentice and receive the applicable apprenticeship prevailing wage rates.

Apprentices who are not properly supervised and employed in the appropriate ratio shall be paid the full journeyman wages for the classification of work performed.

5. As a condition to receiving progress payments, final payment and payment of retention on any and all projects on which the payment of prevailing wages is required, Contractor agrees to present to Stadium Manager, along with its request for payment, all applicable and necessary certified payrolls (for itself and all applicable subcontractors) for the time period covering such payment request.

The term "certified payroll" shall include all required documentation to comply

Page 1 of 4 ends

Attachment G
Labor Compliance Addendum
with the mandates set forth in Labor Code Section 1720 et seq, as well as any additional documentation requested by the Stadium Manager or its designee including, but not limited to: certified payroll, fringe benefit statements and backup documentation such as monthly benefit statements, employee timecards, copies of wage statements and cancelled checks, proof of training contributions (CAC2 if applicable), and apprenticeship forms such as DAS-140 and DAS-142.

6. In addition to submitting the certified payrolls and related documentation to Stadium Manager, Contractor and all subcontractors shall be required to submit certified payroll and related documents electronically to the California Department of Industrial Relations. Failure to submit payrolls to the DIR when mandated by the project parameters shall also result in the withholding of progress, retention and/or final payment.

7. No contractor or subcontractor may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1 (a}].

8. No contractor or subcontractor may be awarded a contract for public work on a public works project, unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. Contractors MUST be a registered "public works contractor" with the DIR AT THE TIME OF BID. Where the prime contract is less than $15,000 for maintenance work or less than $25,000 for construction alternation, demolition or repair work, registration is not required.

9. All contractors/subcontractors and related construction services subject to prevailing wage, including but not limited to: trucking, surveying and inspection work must be registered with the Department of Industrial Relations as a "public works contractor". Those you fail to register and maintain their status as a public works contractor shall not be permitted to perform work on the project.

10. Should any contractor or subcontractors not be a registered public works contractor and perform work on the project, Contractor agrees to fully indemnify the Stadium Manager for any fines assessed by the California Department of Industrial Relations against the Stadium Manager for such violation, including all staff costs and attorney's fee relating to such fine.

11. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

B. Audit Rights
All records or documents required to be kept pursuant to this Contract to verify compliance with this Addendum shall be made available for audit at no cost to Stadium Manager, at any time during regular business hours, upon written request. Copies of such records or documents shall be provided to Stadium Manager for audit at Levi's Stadium when it is practical to do so.

Otherwise, unless an alternative is mutually agreed upon, the records or documents shall be made available at Contractor's address indicated for receipt of notices in this Contract.

C. Enforcement

Page 2 of 4 ends

Attachment G
Labor Compliance Addendum

1. Stadium Manager shall withhold any portion of a payment; including the entire payment amount, until certified payroll forms and related documentation are properly submitted, reviewed and found to be in full compliance. In the event that certified payroll forms do not comply with the requirements of Labor Code Section 1720 et seq., Stadium Manager may continue to hold sufficient funds to cover estimated wages and penalties under the Contract.

2. The Stadium Manager is not obligated to make any payment due to Contractor until Contractor has performed all of its obligations under these provisions. This provision means that Stadium Manager can withhold all or part of a payment to Contractor until all required documentation is submitted. Any payment by the Stadium Manager despite Contractor's failure to fully perform its obligations under these provisions shall not be deemed to be a waiver of any other term or condition contained in this Contract or a waiver of the right to withhold payment for any subsequent breach of this Contract.

Stadium Manager, the Santa Clara Stadium Authority, or the California Department of Industrial Relations may impose penalties upon contractors and subcontractors for failure to comply with prevailing wage requirements. These penalties are up to $200 per day per worker for each wage violation identified; $100 per day per worker for failure to provide the required paperwork and documentation requested within a 10-day window; and $25 per day per worker for any overtime violation.

Stadium Manager
Name: Jim Mercurio
Title: EVP, Stadium Operations and General Manager
[email protected]
Contractor (Supplier)
Name:~~\ ,I\SJ!'(UCt\1
Title: ~\(x" ~\tf,-j\
Email:~~@ 'BeA,~-~\E~\CA\., U
1-, ~ Date .) :,,;1( Signatu,e

Page 3 of 4 ends

Attachment G
Labor Compliance Addendum
83666.00002\34306245.1

Page 1 of 3 ends

AMENDMENT NO. 1
TO THE LEVI’S STADIUM ON-CALL ELECTRICAL MAINTENANCE AND REPAIR

CONTRACT

BETWEEN

THE FORTY NINERS STADIUM MANAGEMENT COMPANY, LLC
AND
BEAR ELECTRICAL SOLUTION, INC.

1. Parties and Date.

This Amendment No. 1 to the Levi’s Stadium On-Call Electrical Maintenance and Repair Contract is made and entered into as of this Eighth day of September, 2021, by and between the Forty Niners Stadium Management Company, LLC (“Stadium Manager”) and Bear Electrical Solutions, Inc., a California corporation with its principal place of business at 1341 Archer Street, Alviso, CA 95002 (“Contractor”). Stadium Manager and Contractor are sometimes individually referred to as “Party” and collectively as “Parties.”

2. Recitals.

2.1 Contractor. The Stadium Manager and Contractor have entered into an agreement entitled “Levi’s Stadium On-Call Electrical Maintenance and Repair Contract” (“Agreement”) for the purpose of retaining the services of Contractor to provide on-call stadium electrical maintenance and repair work.

2.2 Amendment Purpose. The Stadium Manager and Contractor desire to amend the Agreement to increase the not-to-exceed compensation amount.

2.3 Amendment Authority. This Amendment No. 1 is authorized pursuant to Section 3.7.1 of the Agreement.

3. Terms.

3.1 Amendment. Section 3.7.1 of the Agreement is hereby amended in its entirety to read as follows:

Page 2 of 3 ends

to each Task Order shall be set forth in the relevant Task Order. The total compensation to be provided under this Contract by Stadium Manager to Contract, in the aggregate, shall not exceed Five Hundred Thousand Dollars ($500,000) for the first year of the Contract term and Two Hundred Fifty Thousand Dollars ($250,000) for each subsequent contract year without written approval of the Stadium Manager. The term for subsequent fiscal years shall be conditioned upon approval of the Stadium Authority budget for the applicable fiscal year that includes the amounts due under this Contract.

3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 1. From and after the date of this Amendment No. 1, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 1.

3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1.

3.4 Severability. If any portion of this Amendment No. 1 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
[Signatures on Next Page]
DocuSign Envelope ID: 11960411-4646-4F50-A9A6-0D12DF5DB8C9 83666.00002\34306245.1

Page 3 of 3 ends

SIGNATURE PAGE FOR AMENDMENT NO. 1 TO LEVI’S STADIUM ON-CALL

ELECTRICAL MAINTENANCE AND REPAIR CONTRACT

BETWEEN THE FORTY NINERS STADIUM MANAGEMENT COMPANY, LLC AND BEAR ELECTRICAL SOLUTION, INC.

FORTY NINERS STADIUM

MANAGEMENT COMPANY, LLC
Approved By:

Jim Mercurio
Executive Vice President & General
Manager
Date
BEAR ELECTRICAL SOLUTION, INC.

Signature
Name
Title
Date
DocuSign Envelope ID: 11960411-4646-4F50-A9A6-0D12DF5DB8C9 Vice President
Robert Asuncion
9/8/2021
9/8/2021
83666.00002\34306245.1

Page 1 of 3 ends

AMENDMENT NO. 2
TO THE LEVI’S STADIUM ON-CALL ELECTRICAL MAINTENANCE AND REPAIR

CONTRACT

BETWEEN

THE FORTY NINERS STADIUM MANAGEMENT COMPANY, LLC
AND
BEAR ELECTRICAL SOLUTION, INC.

1. Parties and Date.

This Amendment No. 2 to the Levi’s Stadium On-Call Electrical Maintenance and Repair Contract is made and entered into as of this [***INSERT DAY***] day of April, 2022, by and between the Forty Niners Stadium Management Company, LLC (“Stadium Manager”) and Bear Electrical Solutions, Inc., a California corporation with its principal place of business at 1341 Archer Street, Alviso, CA 95002 (“Contractor”). Stadium Manager and Contractor are sometimes individually referred to as “Party” and collectively as “Parties.”

2. Recitals.

2.2 Amendment Purpose. The Stadium Manager and Contractor desire to amend the Agreement to increase the not-to-exceed compensation amount.

2.3 Amendment Authority. This Amendment No. 2 is authorized pursuant to Section 3.7.1 of the Agreement.

3. Terms.

3.1 Amendment. Section 3.7.1 of the Agreement is hereby amended in its entirety to read as follows:

Page 2 of 3 ends

to each Task Order shall be set forth in the relevant Task Order. The total compensation to be provided under this Contract by Stadium Manager to Contract, in the aggregate, shall not exceed Five Hundred Thousand Dollars ($500,000) for the first year of the Contract term, Six Hundred Seventy Thousand Dollars ($670,000) for the second year of the Contract term, and Two Hundred Fifty Thousand Dollars ($250,000) for each subsequent contract year without written approval of the Stadium Manager. The term for subsequent fiscal years shall be conditioned upon approval of the Stadium Authority budget for the applicable fiscal year that includes the amounts due under this Contract.

3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 2, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 2. From and after the date of this Amendment No. 2, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as amended by Amendment No. 1 and this Amendment No. 2.

3.4 Severability. If any portion of this Amendment No. 2 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
[Signatures on Next Page]
83666.00002\34306245.1

Page 3 of 3 ends

SIGNATURE PAGE FOR AMENDMENT NO. 2 TO LEVI’S STADIUM ON-CALL

ELECTRICAL MAINTENANCE AND REPAIR CONTRACT

BETWEEN THE FORTY NINERS STADIUM MANAGEMENT COMPANY, LLC AND BEAR ELECTRICAL SOLUTION, INC.

FORTY NINERS STADIUM

MANAGEMENT COMPANY, LLC
Approved By:

Jim Mercurio
Executive Vice President &
General Manager

Date
BEAR ELECTRICAL SOLUTION, INC.

Signature

Name

Title

Date
Andrew Bader
CFO

04.05.2022
1 FORTY NINERS STADIUM MANAGEMENT COMPANY LLC

CONSTRUCTION CONTRACT

BNY MELLON EAST AND WEST CLUB ENGINEERED WOOD REFINISHING PROJECT

1. PARTIES AND DATE.

This Contract is made and entered into this [***INSERT DAY***] day of [***INSERT MONTH***], [***INSERT YEAR***] by and between the Forty Niners Stadium Management Company LLC, a Delaware limited liability company (“Stadium Manager”) and [***INSERT NAME***], a [***INSERT TYPE OF ENTITY - CORPORATION, PARTNERSHIP, SOLE PROPRIETORSHIP OR OTHER LEGAL ENTITY***] with its principal place of business at [***INSERT ADDRESS***] (“Contractor”). Stadium Manager and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Contract.

2. RECITALS.

2.1 Stadium Manager. Stadium Manager seeks to contract for services necessary to achieve its purpose.

2.2 Contractor. Contractor desires to perform and assume responsibility for the provision of certain construction services required by the Stadium Manager on the terms and conditions set forth in this Contract. Contractor represents that it is duly licensed and experienced in providing refinishing of engineered wood flooring surfaces related construction services, that it and its employees or subcontractors have all necessary licenses and permits to perform the services in the State of California, and that it is familiar with the plans of Stadium Manager. The following license classifications are required for this Project: C-15 or General B.

2.3 Project. Stadium Manager desires to engage Contractor to render such services for the BNY Mellon East and West Club Engineered Wood Refinishing Project (“Project”) as set forth in this Contract.

2.4 Project Documents & Certifications. Contractor has obtained, and delivers concurrently herewith, a performance bond, a payment bond, and all insurance documentation, as required by the Contract.

3. TERMS

3.1 Incorporation of Documents. This Contract includes and hereby incorporates in full by reference the following documents, including all exhibits, drawings, specifications and documents therein, and attachments and addenda thereto:
• Services/Schedule (Exhibit “A”)
• Plans and Specifications (Exhibit “B”)
• Special Conditions (Exhibit “C”)
• Contractor’s Certificate Regarding Workers’ Compensation (Exhibit “D”) • Public Works Contractor Registration Certification (Exhibit “E”) • Payment and Performance Bonds (Exhibit “F”)
• Procurement and Contract Process Integrity and Conflict of Interest Guidelines (Exhibit “G”)
-
-
2 • Levi’s Stadium Jobsite Rules (Exhibit “H”)
• Addenda
• Change Orders executed by the Stadium Manager
• 2021 Edition of the Standard Specifications for Public Works Construction (The Greenbook), Excluding Sections 1-9
• Notice Inviting Bids, if any
• Instructions to Bidders, if any
• Contractor’s Bid

3.2 Contractor’s Basic Obligation; Scope of Work. Contractor promises and agrees, at its own cost and expense, to furnish to the Stadium Manager all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately complete the Project, including all structures and facilities necessary for the Project or described in the Contract (hereinafter sometimes referred to as the “Work”), for a Total Contract Price as specified pursuant to this Contract. All Work shall be subject to, and performed in accordance with the above referenced documents, as well as the exhibits attached hereto and incorporated herein by reference. The plans and specifications for the Work are further described in Exhibit “B” attached hereto and incorporated herein by this reference. Special Conditions, if any, relating to the Work are described in Exhibit ”C” attached hereto and incorporated herein by this reference.

Should Contractor request a change order due to unforeseen circumstances affecting the performance of the Work, such request shall be made within five (5) business days of the date such circumstances are discovered or shall waive its right to request a change order due to such circumstances. If the Parties cannot agree on any change in price required by such change in the Work, the Stadium Manager may direct the Contractor to proceed with the performance of the change on a time and materials basis.

3.2.2 Substitutions/”Or Equal”. Pursuant to Public Contract Code Section 3400(b), the Stadium Manager may make a finding that designates certain products, things, or services by specific brand or trade name. Unless specifically designated in this Contract, whenever any material, process, or article is indicated or specified by grade, patent, or proprietary name or by name of manufacturer, such Specifications shall be deemed to be used for the purpose of facilitating the description of the material, process or article desired and shall be deemed to be followed by the words “or equal.”
Contractor may, unless otherwise stated, offer for substitution any material, process or article which shall be substantially equal or better in every respect to that so indicated or specified in this Contract. However, the Stadium Manager may have adopted certain uniform standards for certain materials, processes and articles. Contractor shall submit requests, together with substantiating data, for substitution of any “or equal” material, process or article no later than seven (7) calendar days prior to the bid submission deadline set forth in the Notice Inviting Bids as it may be amended. Provisions regarding submission of “or equal” requests shall not in any way authorize an extension of time for performance of this Contract. If a proposed “or equal” substitution request is rejected or submitted untimely, Contractor shall be responsible for providing the specified material, process or article. The burden of proof as to the equality of any material, process or article shall rest with Contractor. 3 The Stadium Manager has the complete and sole discretion to determine if a material, process or article is an “or equal” material, process or article that may be substituted.

Data required to substantiate requests for substitutions of an “or equal” material, process or article data shall include a signed affidavit from Contractor stating that, and describing how, the substituted “or equal” material, process or article is equivalent to that specified in every way except as listed on the affidavit. Substantiating data shall include any and all illustrations, specifications, and other relevant data including catalog information which describes the requested substituted “or equal” material, process or article, and substantiates that it is an “or equal” to the material, process or article. The substantiating data must also include information regarding the durability and lifecycle cost of the requested substituted “or equal” material, process or article. Failure to submit all the required substantiating data, including the signed affidavit, to the Stadium Manager in a timely fashion will result in the rejection of the proposed substitution.

Contractor shall bear all of the Stadium Manager’s costs associated with the review of substitution requests. Contractor shall be responsible for all costs related to a substituted “or equal” material, process or article. Contractor is directed to the Special Conditions and/or Services/Schedule exhibits attached hereto (if any) to review any findings made pursuant to Public Contract Code Section 3400.

3.3 Period of Performance.

3.3.1 Contract Time. Contractor shall perform and complete all Work under this Contract within sixty (60) Calendar days, beginning the effective date of the Notice to Proceed (“Contract Time”). Contractor shall perform its Work in strict accordance with any completion schedule, construction schedule or project milestones developed by the Stadium Manager. Such schedules or milestones may be included as part of Exhibits “A” or “B” attached hereto, or may be provided separately in writing to Contractor. Contractor agrees that if such Work is not completed within the aforementioned Contract Time and/or pursuant to any such completion schedule, construction schedule or project milestones developed pursuant to provisions of the Contract, it is understood, acknowledged and agreed that the Stadium Manager will suffer damage.

3.3.2 Force Majeure. Neither Stadium Manager nor Contractor shall be considered in default of this Contract for delays in performance caused by circumstances beyond the reasonable control of the non-performing party. For purposes of this Contract, such circumstances include but are not limited to, abnormal weather conditions; floods; earthquakes; fire; pandemics or epidemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or judicial restraint. Should such circumstances occur, the non-performing party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Contract.

Contractor’s exclusive remedy in the event of delay covered under this Section shall be a noncompensable extension of the Contract Time.

3.3.3 Liquidated Damages. Pursuant to Government Code Section 53069.85, Contractor shall pay to the Stadium Manager as fixed and liquidated damages the sum of one hundred dollars ($100) per day for each and every calendar day of delay beyond the Contract Time or beyond any completion schedule, construction schedule or Project milestones established pursuant to the Contract.
4 3.4 Standard of Performance; Performance of Employees. Contractor shall perform all Work under this Contract in a skillful and workmanlike manner, and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Work. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Work assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Work, including any required business license, and that such licenses and approvals shall be maintained throughout the term of this Contract. Contractor shall perform, at its own cost and expense and without reimbursement from the Stadium Manager, any work necessary to correct errors or omissions which are caused by Contractor’s failure to comply with the standard of care provided for herein. Any employee who is determined by the Stadium Manager to be uncooperative, incompetent, a threat to the safety of persons or the Work, or any employee who fails or refuses to perform the Work in a manner acceptable to the Stadium Manager, shall be promptly removed from the Project by Contractor and shall not be re-employed on the Work.

3.5 Control and Payment of Subordinates; Contractual Relationship. Stadium Manager retains Contractor on an independent contractor basis and Contractor is not an employee of Stadium Manager. Any additional personnel performing the work governed by this Contract on behalf of Contractor shall at all times be under Contractor’s exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance under this Contract and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance.

3.6 Stadium Manager’s Basic Obligation. Stadium Manager agrees to engage and does hereby engage Contractor as an independent contractor to furnish all materials and to perform all Work according to the terms and conditions herein contained for the sum set forth above. Except as otherwise provided in the Contract, the Stadium Manager shall pay to Contractor, as full consideration for the satisfactory performance by Contractor of the services and obligations required by this Contract, the below-referenced compensation in accordance with compensation provisions set forth in the Contract.

3.7 Compensation and Payment.

3.7.1 Amount of Compensation. As consideration for performance of the Work required herein, Stadium Manager agrees to pay Contractor the Total Contract Price of _________________ Dollars ($_________.00) (“Total Contract Price”) provided that such amount shall be subject to adjustment pursuant to the applicable terms of this Contract or written change orders approved and signed in advance by the Stadium Manager.

3.7.2 Payment of Compensation. If the Work is scheduled for completion in thirty (30) or less calendar days, Stadium Manager will arrange for payment of the Total Contract Price upon completion and approval by Stadium Manager of the Work. If the Work is scheduled for completion in more than thirty (30) calendar days, Stadium Manager will pay Contractor on a monthly basis as provided for herein. On or before the fifth (5th) day of each month, Contractor shall submit to the Stadium Manager an itemized application for payment in the format supplied by the Stadium Manager indicating the amount of Work completed since commencement of the Work or since the last progress payment. These applications shall be supported by evidence -
5 which is required by this Contract and such other documentation as the Stadium Manager may require. The Contractor shall certify that the Work for which payment is requested has been done and that the materials listed are stored where indicated. Contractor may be required to furnish a detailed schedule of values upon request of the Stadium Manager and in such detail and form as the Stadium Manager shall request, showing the quantities, unit prices, overhead, profit, and all other expenses involved in order to provide a basis for determining the amount of progress payments.

3.7.3 Prompt Payment. Stadium Manager shall review and pay all progress payment requests in accordance with the provisions set forth in Section 20104.50 of the California Public Contract Code. However, no progress payments will be made for Work not completed in accordance with this Contract. Contractor shall comply with all applicable laws, rules and regulations relating to the proper payment of its employees, subcontractors, suppliers or others.

3.7.4 Contract Retentions. From each approved progress estimate, five percent (5%) will be deducted and retained by the Stadium Manager, and the remainder will be paid to Contractor. All Contract retention shall be released and paid to Contractor and subcontractors pursuant to California Public Contract Code Section 7107.

3.7.5 Other Deductions and Withholdings. In addition to Contract retentions, the Stadium Manager may deduct from each progress payment an amount necessary to protect Stadium Manager from loss because of: (1) liquidated damages which have accrued as of the date of the application for payment; (2) any sums expended by the Stadium Manager in performing any of Contractor’s obligations under the Contract which Contractor has failed to perform or has performed inadequately; (3) defective Work not remedied; (4) stop notices as allowed by state law; (5) reasonable doubt that the Work can be completed for the unpaid balance of the Total Contract Price or within the scheduled completion date; (6) unsatisfactory prosecution of the Work by Contractor; (7) unauthorized deviations from the Contract; (8) failure of Contractor to maintain or submit on a timely basis proper and sufficient documentation as required by the Contract or by Stadium Manager during the prosecution of the Work; (9) erroneous or false estimates by Contractor of the value of the Work performed; (10) any sums representing expenses, losses, or damages as determined by the Stadium Manager, incurred by the Stadium Manager for which Contractor is liable under the Contract; and (11) any other sums which the Stadium Manager is entitled to recover from Contractor under the terms of the Contract or pursuant to state law, including Section 1727 of the California Labor Code. The failure by the Stadium Manager to deduct any of these sums from a progress payment shall not constitute a waiver of the Stadium Manager’s right to such sums.

3.7.6 Substitutions for Contract Retentions. In accordance with California Public Contract Code Section 22300, the Stadium Manager will permit the substitution of securities for any monies withheld by the Stadium Manager to ensure performance under the Contract. At the request and expense of Contractor, securities equivalent to the amount withheld shall be deposited with the Stadium Manager, or with a state or federally chartered bank in California as the escrow agent, and thereafter the Stadium Manager shall then pay such monies to Contractor as they come due. Upon satisfactory completion of the Contract, the securities shall be returned to Contractor. For purposes of this Section and Section 22300 of the Public Contract Code, the term “satisfactory completion of the contract” shall mean the time the Stadium Manager has issued written final acceptance of the Work and filed a Notice of Completion as required by law and provisions of this Contract. Contractor shall be the beneficial owner of any securities substituted for monies withheld and shall receive any interest thereon. The escrow agreement used for the purposes of this Section shall be in the form provided by the Stadium Manager. 6 3.7.7 Title to Work. As security for partial, progress, or other payments, title to Work for which such payments are made shall pass to the Stadium Manager at the time of payment. To the extent that title has not previously been vested in the Stadium Manager by reason of payments, full title shall pass to the Stadium Manager at delivery of the Work at the destination and time specified in this Contract. Such transferred title shall in each case be good, free and clear from any and all security interests, liens, or other encumbrances. Contractor promises and agrees that it will not pledge, hypothecate, or otherwise encumber the items in any manner that would result in any lien, security interest, charge, or claim upon or against said items.

Such transfer of title shall not imply acceptance by the Stadium Manager, nor relieve Contractor from the responsibility to strictly comply with the Contract, and shall not relieve Contractor of responsibility for any loss of or damage to items.

3.7.8 Labor and Material Releases. Contractor shall furnish Stadium Manager with labor and material releases from all subcontractors performing work on, or furnishing materials for, the Work governed by this Contract prior to final payment by Stadium Manager.

3.7.9 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720 et seq., and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. Since the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Stadium Manager shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Contract upon request. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at Contractor’s principal place of business and at the project site. Contractor shall defend, indemnify and hold the Indemnified Parties (defined below) free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. Contractor and any subcontractor shall forfeit a penalty of up to $200 per calendar day or portion thereof for each worker paid less than the prevailing wage rates.

3.7.10 Apprenticeable Crafts. When Contractor employs workmen in an apprenticeable craft or trade, Contractor shall comply with the provisions of Section 1777.5 of the California Labor Code with respect to the employment of properly registered apprentices upon public works. The primary responsibility for compliance with said Section for all apprenticeable occupations shall be with Contractor. The Contractor or any subcontractor that is determined by the Labor Commissioner to have knowingly violated Section 1777.5 shall forfeit as a civil penalty an amount not exceeding $100 for each full calendar day of noncompliance, or such greater amount as provided by law.

3.7.12 Payroll Records. Contractor and each subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work classification, 7 straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by him or her in connection with the public work. The payroll records shall be certified and shall be available for inspection at all reasonable hours at the principal office of Contractor in the manner provided in Labor Code Section 1776. In the event of noncompliance with the requirements of this Section, Contractor shall have 10 days in which to comply subsequent to receipt of written notice specifying in what respects such Contractor must comply with this Section. Should noncompliance still be evident after such 10-day period, Contractor shall, as a penalty to Stadium Manager, forfeit not more than $100.00 for each calendar day or portion thereof, for each worker, until strict compliance is effectuated. The amount of the forfeiture is to be determined by the Labor Commissioner. A contractor who is found to have violated the provisions of law regarding wages on public works with the intent to defraud shall be ineligible to bid on public works contracts for a period of one to three years as determined by the Labor Commissioner. Upon the request of the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement, such penalties shall be withheld from progress payments then due. The responsibility for compliance with this Section is on Contractor. The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code Section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.

3.7.13 Contractor and Subcontractor Registration. Pursuant to Labor Code Sections 1725.5 and 1771.1, all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter into a contract to perform public work must be registered with the Department of Industrial Relations. No bid will be accepted nor any contract entered into without proof of the contractor’s and subcontractors’ current registration with the Department of Industrial Relations to perform public work. Contractor is directed to review, fill out and execute the Public Works Contractor Registration Certification attached hereto as Exhibit “E” prior to contract execution. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1.

3.7.14 Proof of Compliance. It shall be Contractor’s sole responsibility to comply with, and maintain adequate records of its adherence to, all applicable state prevailing wage requirement. Proof of such compliance may include proof of Contractor and subcontractor registration with the Department of Industrial Relations, California certified payroll form A-131, statements of non-performance for work not undertaken at any point during the Project, DAS 140/142 forms for all apprenticeable crafts or trades, proper fringe benefits statements, and any other such documents that may be required under this Section 3.7. At any time during or subsequent to the full performance of the services under this Agreement, Stadium Manager and/or the Santa Clara Stadium Authority may require Contractor to produce complete and adequate compliance records, subject to Stadium Manager and/or the Santa Clara Stadium Authority’s satisfaction, prior to release of payment.

3.7.15 Labor Compliance; Stop Orders. This Project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be the Contractor’s sole responsibility to evaluate and pay the cost of complying with all labor compliance requirements under this Contract and applicable law. Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractor’s performance of Work, including any delay, shall be Contractor’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay 8 subject to any applicable liquidated damages and shall not be compensable by the Stadium Manager. Contractor shall defend, indemnify and hold the Indemnified Parties free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor.

3.8 Performance of Work; Jobsite Obligations.

3.8.1 Water Quality Management and Compliance.

3.8.1.1 Water Quality Management and Compliance. Contractor shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Work including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); local ordinances regulating discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter-Cologne Water Quality Control Act, to any ground or surface water in the State.

3.8.1.2 Compliance with the Statewide Construction General Permit. Contractor shall comply with all conditions of the most recent iteration of the National Pollutant Discharge Elimination System General Permit for Storm Water Discharges Associated with Construction Activity, issued by the California State Water Resources Control Board (“Permit”). It shall be Contractor’s sole responsibility to file a Notice of Intent and procure coverage under the Permit for all construction activity which results in the disturbance of more than one acre of total land area or which is part of a larger common area of development or sale. Prior to initiating work, Contractor shall be solely responsible for preparing and implementing a Storm Water Pollution Prevention Plan (SWPPP) as required by the Permit. Contractor shall be responsible for procuring, implementing and complying with the provisions of the Permit and the SWPPP, including the standard provisions, and monitoring and reporting requirements as required by the Permit. The Permit requires the SWPPP to be a “living document” that changes as necessary to meet the conditions and requirements of the job site as it progresses through difference phases of construction and is subject to different weather conditions. It shall be Contractor’s sole responsibility to update the SWPPP as necessary to address conditions at the project site.

3.8.1.3 Other Water Quality Rules Regulations and Policies.

3.8.1.4 Cost of Compliance. Storm, surface, nuisance, or other waters may be encountered at various times during construction of the Work. Therefore, the Contractor, by submitting a Bid, hereby acknowledges that it has investigated the risk arising from such waters, has prepared its Bid accordingly, and assumes any and all risks and liabilities arising therefrom.

3.8.1.5 Liability for Non-Compliance. Failure to comply with the Permit is a violation of federal and state law. Pursuant to the indemnification provisions of this Contract, Contractor hereby agrees to defend, indemnify and hold harmless the Indemnified 9 Parties for any alleged violations. In addition, Stadium Manager may seek damages from Contractor for any delay in completing the Work in accordance with the Contract, if such delay is caused by or related to Contractor’s failure to comply with the Permit.

3.8.1.6 Reservation of Right to Defend. Stadium Manager reserves the right to defend any enforcement action brought against the Stadium Manager for Contractor’s failure to comply with the Permit or any other relevant water quality law, regulation, or policy.

Pursuant to the indemnification provisions of this Contract, Contractor hereby agrees to be bound by, and to reimburse the Stadium Manager for the costs (including the Stadium Manager’s attorney’s fees) associated with, any settlement reached between the Stadium Manager and the relevant enforcement entity.

3.8.1.7 Training. In addition to the standard of performance requirements set forth in paragraph 3.4, Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Work assigned to them without impacting water quality in violation of the laws, regulations and policies described in paragraph 3.8.1. Contractor further warrants that it, its employees and subcontractors will receive adequate training, as determined by Stadium Manager, regarding the requirements of the laws, regulations and policies described in paragraph 3.8.1 as they may relate to the Work provided under this Agreement. Upon request, Stadium Manager will provide the Contractor with a list of training programs that meet the requirements of this paragraph.

3.8.2 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. Contractor shall comply with the requirements of the specifications relating to safety measures applicable in particular operations or kinds of work. In carrying out its Work, Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the Work and the conditions under which the Work is to be performed. Safety precautions as applicable shall include, but shall not be limited to, adequate life protection and lifesaving equipment; adequate illumination for underground and night operations; instructions in accident prevention for all employees, such as machinery guards, safe walkways, scaffolds, ladders, bridges, gang planks, confined space procedures, trenching and shoring, fall protection and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and adequate facilities for the proper inspection and maintenance of all safety measures. Furthermore, Contractor shall prominently display the names and telephone numbers of at least two medical doctors practicing in the vicinity of the Project, as well as the telephone number of the local ambulance service, adjacent to all telephones at the Project site.

3.8.3 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Contract or the Work, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Work. If Contractor observes that the drawings or specifications are at variance with any law, rule or regulation, it shall promptly notify the Stadium Manager in writing. Any necessary changes shall be made by written change order. Stadium Manager shall further comply with all requirements specified in the Stadium Manager’s Procurement and Contract Process Integrity and Conflict of Interest Guidelines, which are attached hereto as Exhibit “G” and incorporated herein by this reference. If Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the Stadium Manager, Contractor shall be solely responsible for all costs arising therefrom. Stadium Manager is subject 10 to certain provisions of the Health & Safety Code, Government Code, Public Contract Code, and Labor Code of the State. It is stipulated and agreed that all provisions of the law applicable to the public contracts of a municipality are a part of this Contract to the same extent as though set forth herein and will be complied with. Contractor shall defend, indemnify and hold the Indemnified Parties (defined below) free and harmless, pursuant to the indemnification provisions of this Contract, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.8.4 Permits and Licenses. Contractor shall be responsible for securing Stadium Manager permits and licenses necessary to perform the Work described herein, including, but not limited to, any required business license. While Contractor will not be charged a fee for any Stadium Manager permits, Contractor shall pay the Stadium Manager’s business license fee, if any. Any ineligible contractor or subcontractor pursuant to Labor Code Sections 1777.1 and 1777.7 may not perform work on this Project.

3.8.5 Trenching Work. If the Total Contract Price exceeds $25,000 and if the Work governed by this Contract entails excavation of any trench or trenches five (5) feet or more in depth, Contractor shall comply with all applicable provisions of the California Labor Code, including Section 6705. To this end, Contractor shall submit for Stadium Manager’s review and approval a detailed plan showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation of such trench or trenches. If such plan varies from the shoring system standards, the plan shall be prepared by a registered civil or structural engineer.

3.8.6 Hazardous Materials and Differing Conditions. As required by California Public Contract Code Section 7104, if this Contract involves digging trenches or other excavations that extend deeper than four (4) feet below the surface, Contractor shall promptly, and prior to disturbance of any conditions, notify Stadium Manager of: (1) any material discovered in excavation that Contractor believes to be a hazardous waste that is required to be removed to a Class I, Class II or Class III disposal site; (2) subsurface or latent physical conditions at the site differing from those indicated by Stadium Manager; and (3) unknown physical conditions of an unusual nature at the site, significantly different from those ordinarily encountered in such contract work. Upon notification, Stadium Manager shall promptly investigate the conditions to determine whether a change order is appropriate. In the event of a dispute, Contractor shall not be excused from any scheduled completion date and shall proceed with all Work to be performed under the Contract, but shall retain all rights provided by the Contract or by law for making protests and resolving the dispute.

3.8.7 Underground Utility Facilities. To the extent required by Section 4215 of the California Government Code, Stadium Manager shall compensate Contractor for the costs of:
(1) locating and repairing damage to underground utility facilities not caused by the failure of Contractor to exercise reasonable care; (2) removing or relocating underground utility facilities not indicated in the construction drawings; and (3) equipment necessarily idled during such work.

Contractor shall not be assessed liquidated damages for delay caused by failure of Stadium Manager to provide for removal or relocation of such utility facilities.

3.8.8 Air Quality. Contractor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the California Air Resources Board (CARB). Although CARB limits and requirements are more broad, Contractor shall specifically be aware of their application to “portable equipment”, which definition is considered by CARB to 11 include any item of equipment with a fuel-powered engine. Contractor shall indemnify the Indemnified Parties (defined below) against any fines or penalties imposed by CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Contractor, its subcontractors, or others for whom Contractor is responsible under its indemnity obligations provided for in this Agreement.

3.8.9 State Recycling Mandates. Contractor shall comply with State Recycling Mandates. Any recyclable materials/debris collected by the contractor that can be feasibly diverted via reuse or recycling must be hauled by the appropriate handler for reuse or recycling.

3.10 Claims; Government Code Claim Compliance.

3.10.1 Intent. Effective January 1, 1991, Section 20104 et seq., of the California Public Contract Code prescribes a process utilizing informal conferences, non-binding judicial supervised mediation, and judicial arbitration to resolve disputes on construction claims of $375,000 or less. Effective January 1, 2017, Section 9204 of the Public Contract Code prescribes a process for negotiation and mediation to resolve disputes on construction claims. The intent of this Section is to implement Sections 20104 et seq. and Section 9204 of the California Public Contract Code. This Section shall be construed to be consistent with said statutes.

3.10.2 Claims. For purposes of this Section, “Claim” means a separate demand by the Contractor, after a change order duly requested in accordance with the terms of this Contract has been denied by the Stadium Manager, for (A) a time extension, (B) payment of money or damages arising from Work done by or on behalf of the Contractor pursuant to the Contract, or (C) an amount the payment of which is disputed by the Stadium Manager. A “Claim” does not include any demand for payment for which the Contractor has failed to provide notice, request a change order, or otherwise failed to follow any procedures contained in the Contract.

Claims governed by this Section may not be filed unless and until the Contractor completes all procedures for giving notice of delay or change and for the requesting of a time extension or change order, including but not necessarily limited to the change order procedures contained herein, and Contractor’s request for a change has been denied in whole or in part. Claims governed by this Section must be filed no later than fourteen (14) days after a request for change has been denied in whole or in part or after any other event giving rise to the Claim. The Claim shall be submitted in writing to the Stadium Manager and shall include on its first page the following in 16 point capital font: “THIS IS A CLAIM.” Furthermore, the claim shall include the documents necessary to substantiate the claim. Nothing in this Section is intended to extend the time limit or supersede notice requirements otherwise provided by contract for the filing of claims, including all requirements pertaining to compensation or payment for extra Work, disputed Work, 12 and/or changed conditions. Failure to follow such contractual requirements shall bar any claims or subsequent lawsuits for compensation or payment thereon.

3.10.3 Supporting Documentation. The Contractor shall submit all claims in the following format:

3.10.3.1 Summary of claim merit and price, reference Contract Document provisions pursuant to which the claim is made

3.10.3.2 List of documents relating to claim:
(A) Specifications
(B) Drawings
(C) Clarifications (Requests for Information)
(D) Schedules
(E) Other

3.10.3.3 Chronology of events and correspondence

3.10.3.4 Analysis of claim merit

3.10.3.5 Analysis of claim cost

3.10.3.6 Time impact analysis in CPM format

3.10.3.7 If Contractor’s claim is based in whole or in part on an allegation of errors or omissions in the Drawings or Specifications for the Project, Contractor shall provide a summary of the percentage of the claim subject to design errors or omissions and shall obtain a certificate of merit in support of the claim of design errors and omissions.

3.10.3.8 Cover letter and certification of validity of the claim, including any claims from subcontractors of any tier, in accordance with Government Code Section 12650 et seq.

3.10.4 Stadium Manager’s Response. Upon receipt of a claim pursuant to this Section, Stadium Manager shall conduct a reasonable review of the claim and, within a period not to exceed 45 days, shall provide the Contractor a written statement identifying what portion of the claim is disputed and what portion is undisputed. Any payment due on an undisputed portion of the claim will be processed and made within 60 days after the Stadium Manager issues its written statement.

3.10.4.2 Within 30 days of receipt of a claim, Stadium Manager may request in writing additional documentation supporting the claim or relating to defenses or claims Stadium Manager may have against the Contractor. If additional information is thereafter required, it shall be requested and provided pursuant to this subdivision, upon mutual agreement of Stadium Manager and the Contractor.

3.10.4.3 Stadium Manager’s written response to the claim, as further documented, shall be submitted to the Contractor within 30 calendar days (if the claim is less than $50,000, within 15 days) after receipt of the further documentation, or within a period of time no greater than that taken by the Contractor in producing the additional information or requested documentation, whichever is greater.

3.10.5 Meet and Confer. If the Contractor disputes Stadium Manager’s written response, or Stadium Manager fails to respond within the time prescribed, the Contractor may so notify Stadium Manager, in writing, either within 15 days of receipt of Stadium Manager’s response or within 15 days of Stadium Manager’s failure to respond within the time prescribed, respectively, and demand an informal conference to meet and confer for settlement of the issues in dispute. Upon receipt of a demand, Stadium Manager shall schedule a meet and confer conference within 30 days for settlement of the dispute.

3.10.6 Mediation. Within 10 business days following the conclusion of the meet and confer conference, if the claim or any portion of the claim remains in dispute, Stadium Manager shall provide the Contractor a written statement identifying the portion of the claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the claim shall be processed and made within 60 days after Stadium Manager issues its written statement. Any disputed portion of the claim, as identified by the Contractor in writing, shall be submitted to nonbinding mediation, with Stadium Manager and the Contractor sharing the associated costs equally. Stadium Manager and Contractor shall mutually agree to a mediator within 10 business days after the disputed portion of the claim has been identified in writing, unless the parties agree to select a mediator at a later time.

3.10.6.1 If the Parties cannot agree upon a mediator, each Party shall select a mediator and those mediators shall select a qualified neutral third party to mediate with regard to the disputed portion of the claim. Each Party shall bear the fees and costs charged by its respective mediator in connection with the selection of the neutral mediator.

3.10.6.2 For purposes of this Section, mediation includes any nonbinding process, including, but not limited to, neutral evaluation or a dispute review board, in which an independent third party or board assists the Parties in dispute resolution through negotiation or by issuance of an evaluation. Any mediation utilized shall conform to the timeframes in this Section.

3.10.6.3 Unless otherwise agreed to by Stadium Manager and the Contractor in writing, the mediation conducted pursuant to this Section shall excuse any further obligation under Section 20104.4 to mediate after litigation has been commenced.

3.10.6.4 The mediation shall be held no earlier than the date the Contractor completes the Work or the date that the Contractor last performs Work, whichever is 14 earlier. All unresolved claims shall be considered jointly in a single mediation, unless a new unrelated claim arises after mediation is completed.

3.10.7 Procedures After Mediation. If following the mediation, the claim or any portion remains in dispute, the Contractor must file a claim pursuant to Chapter 1 (commencing with Section 900) and Chapter 2 (commencing with Section 910) of Part 3 of Division 3.6 of Title 1 of the Government Code. For purposes of those provisions, the running of the period of time within which a claim must be filed shall be tolled from the time the Contractor submits his or her written claim pursuant to subdivision (a) until the time the claim is denied, including any period of time utilized by the meet and confer conference or mediation.

3.10.8 Civil Actions. The following procedures are established for all civil actions filed to resolve claims subject to this Section:

3.10.8.1 Within 60 days, but no earlier than 30 days, following the filing or responsive pleadings, the court shall submit the matter to non-binding mediation unless waived by mutual stipulation of both parties or unless mediation was held prior to commencement of the action in accordance with Public Contract Code Section 9204 and the terms of these procedures. The mediation process shall provide for the selection within 15 days by both parties of a disinterested third person as mediator, shall be commenced within 30 days of the submittal, and shall be concluded within 15 days from the commencement of the mediation unless a time requirement is extended upon a good cause showing to the court.

3.10.8.2 If the matter remains in dispute, the case shall be submitted to judicial arbitration pursuant to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, notwithstanding Section 1114.11 of that code. The Civil Discovery Act of 1986 (Article 3 (commencing with Section 2016) of Chapter 3 of Title 3 of Part 4 of the Code of Civil Procedure) shall apply to any proceeding brought under this subdivision consistent with the rules pertaining to judicial arbitration.

3.10.8.3 In addition to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, (A) arbitrators shall, when possible, be experienced in construction law, and (B) any party appealing an arbitration award who does not obtain a more favorable judgment shall, in addition to payment of costs and fees under that chapter, also pay the attorney’s fees on appeal of the other party.

3.10.9 Government Code Claims. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Contractor must comply with the claim procedures set forth in Government Code Sections 900 et seq. prior to filing any lawsuit against the Stadium Manager.

Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Contractor.

If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor shall be barred from bringing and maintaining a valid lawsuit against the Stadium Manager. A Government Code claim must be filed no earlier than the date the work is completed or the date the Contractor last performs work on the Project, whichever occurs first. A Government Code claim shall be inclusive of all unresolved claims unless a new unrelated claim arises after the Government Code claim is submitted.
15 3.10.10 Non-Waiver. Stadium Manager’s failure to respond to a claim from the Contractor within the time periods described in this Section or to otherwise meet the time requirements of this Section shall result in the claim being deemed rejected in its entirety. Stadium Manager’s failure to respond shall not waive Stadium Manager’s rights to any subsequent procedures for the resolution of disputed claims.

3.11 Loss and Damage. Except as may otherwise be limited by law, Contractor shall be responsible for all loss and damage which may arise out of the nature of the Work agreed to herein, or from the action of the elements, or from any unforeseen difficulties which may arise or be encountered in the prosecution of the Work until the same is fully completed and accepted by Stadium Manager. In the event of damage proximately caused by an Act of God, as defined by Section 7105 of the Public Contract Code, the Stadium Manager may terminate this Contract pursuant to Section 3.17.3; provided, however, that the Stadium Manager needs to provide Contractor with only one (1) day advanced written notice.

3.12 Indemnification.

3.12.1 Scope of Indemnity. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the Stadium Manager, Forty Niners SC Stadium Company LLC, Forty Niners Football Company LLC, the Santa Clara Stadium Authority, the City of Santa Clara, their affiliates, and each of their respective officers, directors, managers, members, partners, owners, employees, agents and authorized volunteers, each tenant and event promoter of Levi’s Stadium, and any mortgagee, bond trustee or other financial institution from time to time holding a line or indenture upon an interest in Levi’s Stadium, and each of them (collectively, the “Indemnified Parties”), free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, (collectively, “Claims”) in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Contractor’s services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys’ fees and other related costs and expenses. Notwithstanding the foregoing, to the extent required by Civil Code Section 2782, Contractor’s indemnity obligation shall not apply to liability for damages for death or bodily injury to persons, injury to property, or any other loss, damage or expense arising from the sole or active negligence or willful misconduct of the Indemnified Parties or the Indemnified Parties’ agents, servants, or independent contractors who are directly responsible to the Indemnified Parties, or for defects in design furnished by those persons.

3.12.2 Additional Indemnity Obligations. Contractor shall defend, with counsel of Stadium Manager’s choosing and at Contractor's own cost, expense and risk, any and all Claims covered by this Section that may be brought or instituted against the Indemnified Parties. In addition, Contractor shall pay and satisfy any judgment, award or decree that may be rendered against the Indemnified Parties as part of any such claim, suit, action or other proceeding. Contractor shall also reimburse the Indemnified Parties for the cost of any settlement paid by the Indemnified Parties as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for the Indemnified Parties' attorney's fees and costs, including expert witness fees. Contractor shall reimburse the Indemnified Parties for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Indemnified Parties.
16 3.13 Insurance.

3.13.2.1 Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 00 01) OR Insurance Services Office Owners and Contractors Protective Liability Coverage Form (CG 00 09 11 88) (coverage for operations of designated contractor); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 00 01, code 1 (any auto); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. Policies shall not contain exclusions contrary to this Contract.

3.13.2.2 Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence and $4,000,000 aggregate for bodily injury, personal injury and property damage; (2) Automobile Liability: $2,000,000 per accident for bodily injury and property damage; and (3) Workers’ Compensation and Employer’s Liability: Workers’ compensation limits as required by the Labor Code of the State of California.

Employer’s Liability limits of $1,000,000 each accident, policy limit bodily injury or disease, and each employee bodily injury or disease. Defense costs shall be available in addition to the limits.

Notwithstanding the minimum limits specified herein, any available coverage shall be provided to the parties required to be named as additional insureds pursuant to this Contract.

3.13.3.1 General Liability. (1) Such policy shall give the Stadium Manager, its officials, employees, agents and authorized volunteers additional insured status using ISO endorsements CG20 10 10 01 plus CG20 37 10 01, or endorsements providing the exact same coverage, with respect to the Work or operations performed by or on behalf of Contractor, including materials, parts or equipment furnished in connection with such work; (2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; and (3) the insurance coverage shall be primary insurance as respects the Stadium Manager, its officials, employees, agents and authorized 17 volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor’s scheduled underlying coverage. Any insurance or self-insurance maintained by the Stadium Manager, its officials, employees, agents and authorized volunteers shall be excess of Contractor’s insurance and shall not be called upon to contribute with it.

3.13.3.2 Automobile Liability. (1) Such policy shall give the Stadium Manager, its officials, employees, agents and authorized volunteers additional insured status with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by Contractor or for which Contractor is responsible; (2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; and (3) the insurance coverage shall be primary insurance as respects the Stadium Manager, its officials, employees, agents and authorized volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor’s scheduled underlying coverage. Any insurance or self-insurance maintained by the Stadium Manager, its officials, employees, agents and authorized volunteers shall be excess of Contractor’s insurance and shall not be called upon to contribute with it in any way.

3.13.3.3 Workers’ Compensation and Employer’s Liability Coverage.

The insurer shall agree to waive all rights of subrogation against the Stadium Manager, its officials, employees, agents and authorized volunteers for losses paid under the terms of the insurance policy which arise from work performed by Contractor.

3.13.3.4 All Coverages. Each insurance policy required by this Contract shall be endorsed to state that: (1) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the Stadium Manager; and (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the Stadium Manager, its officials, employees, agents and authorized volunteers.

3.13.5 Deductibles and Self-Insurance Retentions. Any deductibles or selfinsured retentions must be declared to and approved by the Stadium Manager. Contractor shall guarantee that, at the option of the Stadium Manager, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the Stadium Manager, its officials, employees, agents and authorized volunteers; or (2) the Contractor shall procure a bond or other financial guarantee acceptable to the Stadium Manager guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.

3.13.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:VII, licensed to do business in California, and satisfactory to the Stadium Manager. Exception may be made for the State Compensation Insurance Fund when not specifically rated.

3.13.7 Verification of Coverage. Contractor shall furnish Stadium Manager with original certificates of insurance and endorsements effecting coverage required by this 18 Contract on forms satisfactory to the Stadium Manager. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms supplied or approved by the Stadium Manager. All certificates and endorsements must be received and approved by the Stadium Manager before work commences. The Stadium Manager reserves the right to require complete, certified copies of all required insurance policies, at any time.

3.13.8 Subcontractors. All subcontractors shall meet the requirements of this Section before commencing Work. Contractor shall furnish separate certificates and endorsements for each subcontractor. Subcontractor policies of General Liability insurance shall name the Stadium Manager, its officials, employees, agents and authorized volunteers as additional insureds using form ISO 20 38 04 13 or endorsements providing the exact same coverage. All coverages for subcontractors shall be subject to all of the requirements stated herein except as otherwise agreed to by the Stadium Manager in writing.

3.13.9 Reporting of Claims. Contractor shall report to the Stadium Manager, in addition to Contractor’s insurer, any and all insurance claims submitted by Contractor in connection with the Work under this Contract.

3.14 Bond Requirements.

3.14.1 Payment Bond. If required by law or otherwise specifically requested by Stadium Manager in Exhibit “C” attached hereto and incorporated herein by reference, Contractor shall execute and provide to Stadium Manager concurrently with this Contract a Payment Bond in an amount required by the Stadium Manager and in a form provided or approved by the Stadium Manager. If such bond is required, no payment will be made to Contractor until the bond has been received and approved by the Stadium Manager.

3.14.2 Performance Bond. If specifically requested by Stadium Manager in Exhibit “C” attached hereto and incorporated herein by reference, Contractor shall execute and provide to Stadium Manager concurrently with this Contract a Performance Bond in an amount required by the Stadium Manager and in a form provided or approved by the Stadium Manager. If such bond is required, no payment will be made to Contractor until the bond has been received and approved by the Stadium Manager.

3.14.3 Bond Provisions. Should, in Stadium Manager’s sole opinion, any bond become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace the effected bond within (ten) 10 days of receiving notice from Stadium Manager. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written notice shall be given to the Stadium Manager, and Contractor shall post acceptable replacement bonds at least ten (10) days prior to expiration of the original bonds. No further payments shall be deemed due or will be made under this Contract until any replacement bonds required by this Section are accepted by the Stadium Manager. To the extent, if any, that the Total Contract Price is increased in accordance with the Contract, Contractor shall, upon request of the Stadium Manager, cause the amount of the bond to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the Stadium Manager. If Contractor fails to furnish any required bond, the Stadium Manager may terminate the Contract for cause.

3.15 Warranty. Contractor warrants all Work under the Contract (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the Work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Contract or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the Work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by the Stadium Manager of any defect in the Work or non-conformance of the Work to the Contract, commence and prosecute with due diligence all Work necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act sooner as requested by the Stadium Manager in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the Work (or work of other contractors) damaged by its defective Work or which becomes damaged in the course of repairing or replacing defective Work. For any Work so corrected, Contractor’s obligation hereunder to correct defective Work shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected Work. Contractor shall perform such tests as the Stadium Manager may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Contract. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the Work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the Stadium Manager, regardless of whether or not such warranties and guarantees have been transferred or assigned to the Stadium Manager by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the Stadium Manager. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Contract, to the reasonable satisfaction of the Stadium Manager, the Stadium Manager shall have the right to correct and replace any defective or non-conforming Work and any work damaged by such work or the replacement or correction thereof at Contractor’s sole expense. Contractor shall be obligated to fully reimburse the Stadium Manager for any expenses incurred hereunder upon demand.

3.16 Employee/Labor Certifications.

3.16.1 Contractor’s Labor Certification. By its signature hereunder, Contractor certifies that he is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker’s Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Work. A certification form for this purpose, which is attached to this Contract as Exhibit “D” and incorporated herein by reference, shall be executed simultaneously with this Contract.

3.16.2 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.
20 3.16.3 Verification of Employment Eligibility. By executing this Contract, Contractor verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subcontractors and sub-subcontractors to comply with the same.

3.17 General Provisions.

3.17.1 Stadium Manager’s Representative. The Stadium Manager hereby designates the General Manager, or his or her designee, to act as its representative for the performance of this Contract (“Stadium Manager’s Representative”). Stadium Manager’s Representative shall have the power to act on behalf of the Stadium Manager for all purposes under this Contract. Contractor shall not accept direction or orders from any person other than the Stadium Manager’s Representative or his or her designee.

3.17.2 Contractor’s Representative. Before starting the Work, Contractor shall submit in writing the name, qualifications and experience of its proposed representative who shall be subject to the review and approval of the Stadium Manager (“′Contractor’s Representative”).

Following approval by the Stadium Manager, Contractor’s Representative shall have full authority to represent and act on behalf of Contractor for all purposes under this Contract. Contractor’s Representative shall supervise and direct the Work, using his best skill and attention, and shall be responsible for all construction means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Work under this Contract. Contractor’s Representative shall devote full time to the Project and either he or his designee, who shall be acceptable to the Stadium Manager, shall be present at the Work site at all times that any Work is in progress and at any time that any employee or subcontractor of Contractor is present at the Work site. Arrangements for responsible supervision, acceptable to the Stadium Manager, shall be made for emergency Work which may be required. Should Contractor desire to change its Contractor’s Representative, Contractor shall provide the information specified above and obtain the Stadium Manager’s written approval.

In the event of breach of the Contract by Contractor, Stadium Manager may terminate the Contract immediately without notice, may reduce payment to Contractor in the amount necessary to offset Stadium Manager’s resulting damages, and may pursue any other available recourse against Contractor. Contractor may not terminate this Contract except for cause. In the event this Contract is terminated in whole or in part as provided, Stadium Manager may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

Further, if this Contract is terminated as provided, Stadium Manager may require Contractor to provide all finished or unfinished documents, data, diagrams, drawings, materials or other matter prepared or built by Contractor in connection with its performance of this Contract.

3.17.4 Contract Interpretation. Should any question arise regarding the meaning or import of any of the provisions of this Contract or written or oral instructions from Stadium Manager, the matter shall be referred to Stadium Manager’s Representative, whose decision shall be binding upon Contractor.
21 3.17.5 Anti-Trust Claims. This provision shall be operative if this Contract is applicable to California Public Contract Code Section 7103.5. In entering into this Contract to supply goods, services or materials, Contractor hereby offers and agrees to assign to the Stadium Manager all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Section 15) or under the Cartwright Act (Chapter 2, commencing with Section 16700, of Part 2 of Division 7 of the Business and Professions Code) arising from purchases of goods, services, or materials pursuant to the Contract. This assignment shall be made and become effective at the time the Stadium Manager tender final payment to Contractor, without further acknowledgment by the Parties.

3.17.6 Notices. All notices hereunder and communications regarding interpretation of the terms of the Contract or changes thereto shall be provided by the mailing thereof by registered or certified mail, return receipt requested, postage prepaid and addressed as follows:

CONTRACTOR:
[***INSERT CONTRACTOR NAME AND ADDRESS***]
Attn: [***INSERT CONTRACTOR REP. NAME AND TITLE***]
STADIUM MANAGER:

Forty Niners Stadium Management Company LLC
4900 Marie DeBartolo Way
Santa Clara, CA 95054
Attn: [***INSERT STADIUM MANAGER REP. NAME AND
TITLE***]
With copy to:

Legal Affairs
Forty Niners Stadium Management Company LLC
4949 Marie P. DeBartolo Way
Santa Clara, CA 95054
Any notice so given shall be considered received by the other Party three (3) days after deposit in the U.S. Mail as stated above and addressed to the Party at the above address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.17.7 Time of Essence. Time is of the essence in the performance of this Contract.

3.17.9 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 22 3.17.10 Laws, Venue, and Attorneys’ Fees. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of Santa Clara, State of California.

3.17.11 Counterparts. This Contract may be executed in counterparts, each of which shall constitute an original.

3.17.12 Successors. The Parties do for themselves, their heirs, executors, administrators, successors, and assigns agree to the full performance of all of the provisions contained in this Contract.

3.17.13 Levi’s Stadium Jobsite Rules. Contractor and its subcontractors of every tier and their officers, employees, workers, consultants, volunteers, agents shall comply with the Levi’s Stadium Jobsite Rules attached hereto as Exhibit “H” and incorporated herein by this reference. Failure to comply with the Levi’s Stadium Jobsite Rules may lead to dismissal of any violating parties from the Project site. Contractor shall be solely responsible for any time and cost impacts arising out of any failure to comply with the Levi’s Stadium Jobsite Rules.

For the term of this Contract, no official, officer or employee of Stadium Manager, during the term of his or her service with Stadium Manager, shall have any direct interest in this Contract, or obtain any present or anticipated material benefit arising therefrom. In addition, Contractor agrees to file, or to cause its employees or subcontractors to file, a Statement of Economic Interest with the Stadium Manager’s Filing Officer as required under state law in the performance of the Work.

3.17.16 Certification of License.

3.17.16.1 Contractor certifies that as of the date of execution of this Contract, Contractor has a current contractor’s license of the classification indicated below under Contractor’s signature.

3.17.16.2 Contractors are required by law to be licensed and regulated by the Contractors’ State License Board which has jurisdiction to investigate complaints against contractors if a complaint regarding a patent act or omission is filed within four (4) years of the date of the alleged violation. A complaint regarding a latent act or omission pertaining to structural defects must be filed within ten (10) years of the date of the alleged violation. Any questions 23 concerning a contractor may be referred to the Registrar, Contractors’ State License Board, P.O.

Box 26000, Sacramento, California 95826.

3.17.19 Non-Waiver. None of the provisions of this Agreement shall be considered waived by either party, unless such waiver is specifically specified in writing.

3.17.20 Stadium Manager’s Right to Employ Other Contractors. Stadium Manager reserves right to employ other contractors in connection with this Project or other projects.
[SIGNATURES ON NEXT PAGE]
24 SIGNATURE PAGE FOR CONSTRUCTION CONTRACT

BETWEEN THE FORTY NINERS STADIUM MANAGEMENT COMPANY LLC AND [***INSERT CONTRACTOR NAME***]
IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the [***INSERT DAY***] day of [***INSERT MONTH***], [***INSERT YEAR***].

FORTY NINERS STADIUM [INSERT NAME OF CONTRACTOR]

MANAGEMENT COMPANY LLC
By: By:
[INSERT NAME]
[INSERT TITLE] Its:

Printed Name:

License No.:
25 EXHIBIT “A”

SERVICES / SCHEDULE
BNY Mellon East Club and BNY Mellon West Club
Engineered Wood Refinishing Project

PURPOSE
This Project refinishes the engineered hardwood flooring surfaces in the Levi’s Stadium BNY Mellon East Club and BNY Mellon West Club.

SCOPE OF WORK

1. The existing engineered hardwood floors in both the BNY Mellon East Club and BNY Mellon West Club at Levi’s Stadium are Nydree White Oak, Fumed, 4” engineered floor with a 3/8” thickness and an approximate 0.100” (2.5mm) thick acrylic veneer surface. The flooring has the Nydree standard Pedestrian UV-cured Urethane with Aluminum Oxide finish.

2. Prepare existing engineered hardwood flooring and apply three (3) coats of Bona Traffic HD – Satin finish per the recoating instructions from Nydree Flooring in Exhibit A-1.

3. The existing engineered wood flooring to be refinished in the BNY Mellon East Club and the BNY Mellon West Club is highlighted in Exhibit A-2. The approximate square footage in the East Club is 11,100 s.f. and the West Club is 3,900 s.f.

4. The Contractor shall provide all materials, equipment, tools, labor, supervision and project management necessary to complete the Project. Contactor is responsible for obtaining all permits and approvals from authorities having jurisdiction necessary to complete the Project.

GENERAL REQUIREMENTS

1. The Contractor must have a minimum of 2-years’ experience in refinishing engineered wood flooring and 5-years’ experience in hardwood flooring refinishing.

2. Contractor shall provide protection for all existing building components in the work area. Any damage to existing building components caused by Contractor shall be immediately repaired or replaced at Contractor’s sole expense in a manner acceptable to and approved by Stadium Manager.

3. In all active work areas, Contractor shall provide, install and maintain all necessary barricades and warnings to prohibit pedestrian access into any affected work area. Levi’s Stadium is an active building containing employees, guests, and other contractors on a daily basis. Contractor shall be responsible for keeping others out of its active work areas.

4. Cleaning and Protection
a. At end of each workday, remove rubbish, empty cans, rags, and other discarded materials from Project site. Secure, locate and position all unused materials and equipment to the satisfaction of Stadium Manager.
b. Protect all adjacent surfaces as required by field conditions.

MATERIALS

1. The materials required for the Project are per the recoating instructions from Nydree Flooring, including applying three (3) coats of Bona Traffic HD – Satin topcoat as the 26 topcoat, or approved equal.

INSTALLATION

1. The Contractor is responsible for all work and materials requirements per the manufacturer requirements. Contractor shall provide all tools, labor, materials, and accessories necessary to complete the work per the manufacturer requirements.

2. The Project site is Levi’s Stadium, which is located at the following address:

Levi’s Stadium
4900 Marie P. DeBartolo Way
Santa Clara, CA 95054

SCHEDULE

1. Delivery and installation of materials is required within the Contract Time specified in the Contract Documents. Contractor shall coordinate with Stadium Manager to schedule delivery, site access, and installation of materials.
27 Exhibit A-1
Nydree Prep and Recoat Procedure
28 All Nydree Engineered Flooring Products
Pedestrian 2.0 UV-Cured Finish
Bona• Prep• & Recoat Adhes ion System
Pedest rian 2.0 Recoating and Preventative Sealing
Worn or Lightly Scratched Fini.sh (The Ped estr ian 2.0 finish is not worn through to the wood) In this case it is not necessary to rem ove the factoty-a pplied Pedes trian 2.0 coating to refinish a Nydree Flooring in stallation. The Bona Prep & Recoat System has been tested and approved for use on all Nydre-e Flooring finished with Pedestrian 2.0 UV-Cured Finish . Sona's Prep & Recoat System is designed to blend out su:rfac e SCJ'.ltches (light SCJ'.ltches in .he existing finish only) and scuffs. c over and renew m ost traffic pa:tem s and provide a beautiful. j ust-finished appearance. Outlined below is the general Bona Prep & Recoat procedure.
llewly Installed llydree Floor ing
When N)'dt e-e Flooring is used in an environm ent where there is po:emial for spiJls and frequen; spot cleaning (restauran.s / bars / food service areas) it is recomme-nded that the floori:ns be completely sealed.

The Sona Prep & Recoat Adhesion System Cl.fl be us ed on new ly installed Nydree flooring to seal all of the plank edges. Follow the instructions below. but skip step # 1 for newly installed flooring. If ia important to note that. on newly int;talled flooring the SB1587 in:;talfaticn adh.e:.ive muat cure for at /.eaat 48 hour.:: pdor to uc inq the Bona Prep & Recoaf Syptem.

Damaged Finis h (Spots of th e Pedestrian 2.0 finish are complet ely worn away or heavy s cratch-,es/gou ges) See Complete Pedestrian 2.0/0 ld Finish Removal and R ecoating Procedure under Maintenance Instructions on the Nyd.ree Flooring website.

BONA PREP RECOATING PROCEDURE - FOLLOW M A NUFA CTURER'S IN STRUCTION S IMPORTANT INFORMATION - 00 NOT USE .he Sona Prep Recoating Syst em over Pedestrian 2 .0 finish that has been waxed, polished, oiled or has been maintained with a commercial ooating.

1. Test for paste wax. acrylic floor polishes and acrylic wax.

2. Sweep and vacuu m the floor .horoughly to rem O'\le MY loose dirt and grit.

3. The floor must be cleM ed and li9ht1y abraded to ensure that the new coatine will ad here. 4 . U se Bona Prep as a spray buff solution with a s tandard low speed ( 175-250 rpm) buffer and ,3 Bona Conditioning Pad. Spray Sona Prep aver a large section of the floor (approxim ately 3· x 12') at a rate of 2,000 square feet per gaDon. For large areas. a s tring m op can be used to apply the Bona Pr-ep. NOTE:

Regardless of the size of area. be sure to overia;p sections ::o ensure .ha; no areas are missed .

5. Before spray buffing the next section. REMOVE ALL RESIDUES IMMEDIATELY. using a Sona M icrofiber Mop dampened with Bona Prep.

6. Newty Installed Nydree Flooring Abrade the floor once it has dried using two Sona Conditioning Pads {one driving the other). Any visibly unabraded areas shou:lcl be cleaned and abraded by hM d.

Ligh tly Surface Scra;ched Flooring Abrade the floor once it has dried using Sona Diamond 5 ... 180 grit abr~ siv e discs on the Bona M u1tidisc. Any visibly unabr3ded areas should be cleaned and abraded by hM d.

7. Tack the floor again to remove dus:; using a Bona Mop or a wrung~ut oo:iton towel or cloth dampened with Bon a Prep.

8. A IIOtW the floor to dry completely. Within 2 hrs. o·f Bona Prep drying. apply Bona Traff,c• or Bona Traffic H om.a. Satin m atches the original factory finish o f Nydree flooring. but MY gloss level may be used. After the initial ooat of Bona Traff,c or Traffic HO is dry {approxim ately 2-3 hours) a second ooat must be applied. For sm oothest resu:lts, abrade with a Bona C<>nditioning Pad before applying second coat. Always vacuu m and tac k thoroughly with a slightly water-dampened Bona Microfiber Mop or cloth after abrading. A third coa: of finish is recomm ended in heavy-traffic commercial areas. Twenty-four hours after applying the last ooat of finish, .he floor CM be walked on, bu; rem ain s su sceptible to scuffing or marring for a period of one week.

9. The new finish can be maintained with Nydree N atural M ulti-Surface CleM et M d Nydree Oust Mop Tre.atment one week after the Bona Traffic or Tra ffic HD floor finish has been applied. Rugs can also be replaced at this tim e.

Any of the Bona Syst em products can be purchased throu gh Nydree A ooring Custom er Service by calling 800.682.5698.

Bo.r...- ~ . rramc-ana Trame HO"' are reg.'stere<J oacrem..-111'.S Cl BOl'.l,iK-emt USA., tnc.

O 2021 N)'Clree Flooring, LLC 07!21
11 15 Vista ?ark Drive • Suftes C&O • Forest. VA 24551-0289 • 800.682.5698 • 434.525.5252 • wvtw.nydreedooring.oom 83784.00001\34639323.1
- 29 -
Exhibit A-2
Project Site
BNY Mellon Club East

□ "12 WOOD DIRECTION PER DIRECTIONS0ON PLAN
~i r 1
Engineered Wood Flooring
0 w F2 WOOD DIRECTION
ft
~
&
Engineered Wood Flooring
r::
1-11""
C
,e:. ..
0 l D
83784.00001\34639323.1
- 30 -
BNY Mellon Club West
0 WF? WOOD DIRECTION
>
.:.
..,
tl
.J
Engineered Wood Flooring
. .
.. I
,.,
..
'
=
.....
-
-
,...
·-
= = · . • ~~ -. 3
~ j i1,
..
83784.00001\34639323.1
- 31 -
EXHIBIT “B”

PLANS AND SPECIFICATIONS
Contractor shall refer to Exhibit “A” – Services/Schedule for the Project Plans and Specifications. 83784.00001\34639323.1
- 32 -
EXHIBIT “C”

SPECIAL CONDITIONS
ARTICLE 1. BONDS
Within ten (10) calendar days from the date the Contractor is notified of award of the Contract, the Contractor shall deliver to the Stadium Manager four identical counterparts of the Performance Bond and Payment Bond on the forms supplied by the Stadium Manager and included as Exhibit “F” to the Contract. Failure to do so may, in the sole discretion of Stadium Manager, result in the forfeiture of Contractor’s bid security. The surety supplying the bond must be an admitted surety insurer, as defined in Code of Civil Procedure Section 995.120, authorized to do business as such in the State of California and satisfactory to the Stadium Manager. The Performance Bond and the Payment Bond shall be for one hundred percent (100%) of the Total Contract Price.

ARTICLE 2. STADIUM MANAGER’S REPRESENTATIVE DESIGNEE
For purposes of this Project, the Stadium Manager’s Representative Designee shall be: Vice President, Stadium Operations and Strategic Planning
ARTICLE 3. LOCATION OF THE PROJECT
The Project is located at Levi’s Stadium, 4900 Marie P. DeBartolo Way, Santa Clara, CA ARTICLE 4. SCHEDULE CONSTRAINTS
It is anticipated that the Contractor will be unable to perform Work on the Project site at least 48 hours prior to and 24 hours after any event with a projected attendance greater than 10,000 people without prior written approval from the Stadium Manager. Specific known dates for these events at this time include the following dates:

1. January 2, 2022

2. April 23, 2022

3. July 29, 2022
Contractor is assumed to have accounted for such events during the duration of the Project as part of its bid and may not claim any time or cost impacts and will not be granted any time extensions or additional compensation as a result of these events.

Contractor shall ensure that any Work performed on the Project site is scheduled with the Stadium Manager in advance.

Stadium Manager has considered these schedule constraints when determining the Contract Time and no additional time or compensation will be added to the Contract due to these schedule constraints.

ARTICLE 5. NOISE RESTRICTIONS
Contractor shall use only such equipment on the Work and in such state of repair so that the emission of sound therefrom is within the noise tolerance level of that equipment as established by Cal/OSHA.
83784.00001\34639323.1
- 33 -
Contractor shall comply with the most restrictive of the following: (1) local sound control and noise level rules, regulations and ordinances and (2) the requirements contained in this Contract, including hours of operation requirements.

No internal combustion engine shall be operated on the Project without a muffler of the type recommended by the manufacturer. Should any muffler or other control device sustain damage or be determined to be ineffective or defective, the Contractor shall promptly remove the equipment and shall not return said equipment to the job until the device is repaired or replaced. Said noise and vibration level requirements shall apply to all equipment on the job or related to the job, including but not limited to, trucks, transit mixers or transit equipment that may or may not be owned by the Contractor.

ARTICLE 6. SAFETY PROGRAMS
In addition to all other safety requirements of the Contract, Contractor must comply with Cal/OSHA safety requirements at all times during the performance of the Work.

Stadium Manager has considered these safety programs when determining the Contract Time and no additional time or compensation will be added to the Contract due to these safety programs.
83784.00001\34639323.1
- 34 -
EXHIBIT “D”

CERTIFICATION
LABOR CODE - SECTION 1861
I, the undersigned Contractor, am aware of the provisions of Section 3700, et seq., of the California Labor Code which require every employer to be insured against liability for Worker’s Compensation or to undertake self-insurance in accordance with the provisions of the Code, and I, the undersigned Contractor, agree to and will comply with such provisions before commencing the performance of the Work on this Contract.
[***INSERT CONTRACTOR NAME***]
By: _________________________
Signature
_________________________
Name (Print)
_________________________
Title (Print)
---
83784.00001\34639323.1
- 35 -
EXHIBIT “E”

No bid will be accepted nor any contract entered into without proof of the contractor’s and subcontractors’ current registration with the Department of Industrial Relations to perform public work.

DIR Registration Number:

DIR Registration Expiration:_________________________
Small Project Exemption: _____ Yes or _____ No
Unless Contractor is exempt pursuant to the small project exemption, Contractor further acknowledges:
• Contractor shall maintain a current DIR registration for the duration of the project. • Contractor shall include the requirements of Labor Code Sections 1725.5 and 1771.1 in its contract with subcontractors and ensure that all subcontractors are registered at the time of bid opening and maintain registration status for the duration of the project. • Failure to submit this form or comply with any of the above requirements may result in a finding that the bid is non-responsive.

Name of Contractor
Signature
Name and Title
Dated

1 If the Project is exempt from the contractor registration requirements pursuant to the small project exemption under Labor Code Sections 1725.5 and 1771.1, please mark “Yes” in response to “Small Project Exemption.” 83784.00001\34639323.1
- 36 -
EXHIBIT “F”

PAYMENT AND PERFORMANCE BONDS

ATTACHED BEHIND THIS PAGE
83784.00001\34639323.1
- 37 -

PERFORMANCE BOND
KNOW ALL PERSONS BY THESE PRESENTS:

THAT WHEREAS, the Forty Niners Stadium Management Company LLC (hereinafter referred to as “Stadium Manager”) has awarded to ____________________, (hereinafter referred to as the “Contractor”) _______________________ an agreement for ______________________________ (hereinafter referred to as the “Project”).

WHEREAS, the work to be performed by the Contractor is more particularly set forth in the Contract Documents for the Project dated ________________, (hereinafter referred to as “Contract Documents”), the terms and conditions of which are expressly incorporated herein by reference; and
WHEREAS, the Contractor is required by said Contract Documents to perform the terms thereof and to furnish a bond for the faithful performance of said Contract Documents.

NOW, THEREFORE, we, _______________, the undersigned Contractor and _____________________________________________ as Surety, a corporation organized and duly authorized to transact business under the laws of the State of California, are held and firmly bound unto the Stadium Manager in the sum of ___________________________ DOLLARS, ($____________), said sum being not less than one hundred percent (100%) of the total amount of the Contract, for which amount well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents.

Nothing herein shall limit the Stadium Manager’s rights or the Contractor or Surety’s obligations under the Contract, law or equity, including, but not limited to, California Code of Civil Procedure Section 337.15.

Whenever Contractor shall be, and is declared by the Stadium Manager to be, in default under the Contract Documents, the Surety shall remedy the default pursuant to the Contract Documents, or shall promptly, at the Stadium Manager’s option:
83784.00001\34639323.1
- 38 -
(1) Take over and complete the Project in accordance with all terms and conditions in the Contract Documents; or
(2) Obtain a bid or bids for completing the Project in accordance with all terms and conditions in the Contract Documents and upon determination by Surety of the lowest responsive and responsible bidder, arrange for a Contract between such bidder, the Surety and the Stadium Manager, and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the Stadium Manager under the Contract and any modification thereto, less any amount previously paid by the Stadium Manager to the Contractor and any other set offs pursuant to the Contract Documents.
(3) Permit the Stadium Manager to complete the Project in any manner consistent with local, California and federal law and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the Stadium Manager under the Contract and any modification thereto, less any amount previously paid by the Stadium Manager to the Contractor and any other set offs pursuant to the Contract Documents.

Surety shall not utilize Contractor in completing the Project nor shall Surety accept a bid from Contractor for completion of the Project if the Stadium Manager, when declaring the Contractor in default, notifies Surety of the Stadium Manager’s objection to Contractor’s further participation in the completion of the Project.

IN WITNESS WHEREOF, we have hereunto set our hands and seals this _______ day of ______________, 20__).
(Corporate Seal)
Contractor/ Principal
By
Title
83784.00001\34639323.1
- 39 -

(Corporate Seal) Surety
By
Attorney-in-Fact
Signatures of those signing for the Contractor and Surety must be notarized and evidence of corporate authority attached.
(Attach Attorney-in-Fact Certificate) Title
The rate of premium on this bond is ____________ per thousand. The total amount of premium charges, $_______________________________.
(The above must be filled in by corporate attorney.)

THIS IS A REQUIRED FORM
Any claims under this bond may be addressed to:
(Name and Address of Surety) ___________________________________________ ___________________________________________
___________________________________________
(Name and Address of Agent or ___________________________________________ Representative for service of
process in California, if different ___________________________________________ from above)
___________________________________________
(Telephone number of Surety and ___________________________________________ Agent or Representative for service
of process in California)
NOTE: A copy of the Power-of-Attorney authorizing the person signing on behalf of the Surety to do so must be attached hereto.
83784.00001\34639323.1
- 40 -
Notary Acknowledgment
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA
COUNTY OF ______________
On , 20___, before me, _______________________________, Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature of Notary Public

OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document.

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT  Individual
 Corporate Officer
Title(s) Title or Type of Document
 Partner(s)  Limited
 General Number of Pages
 Attorney-In-Fact
 Trustee(s)
 Guardian/Conservator Date of Document
 Other:

Signer is representing:

Name Of Person(s) Or Entity(ies)
Signer(s) Other Than Named Above
83784.00001\34639323.1
- 41 -

PAYMENT BOND
KNOW ALL MEN BY THESE PRESENTS That
WHEREAS, the Forty Niners Stadium Management Company LLC (hereinafter designated as the “Stadium Manager”), by action taken or a resolution passed ___________ , 20____has awarded to ________________ hereinafter designated as the “Principal,” a contract for the work described as follows:
_____________________________________________________ (the “Project”); and WHEREAS, the work to be performed by the Principal is more particularly set forth in the Contract Documents for the Project dated __________________ (“Contract Documents”), the terms and conditions of which are expressly incorporated by reference; and WHEREAS, said Principal is required to furnish a bond in connection with said contract; providing that if said Principal or any of its Subcontractors shall fail to pay for any materials, provisions, provender, equipment, or other supplies used in, upon, for or about the performance of the work contracted to be done, or for any work or labor done thereon of any kind, or for amounts due under the Unemployment Insurance Code or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of said Principal and its Subcontractors with respect to such work or labor the Surety on this bond will pay for the same to the extent hereinafter set forth.

NOW THEREFORE, we, the Principal and __________________________ as Surety, are held and firmly bound unto the Stadium Manager in the penal sum of ______________ Dollars ($___________) lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents.

This bond shall inure to the benefit of any of the persons named in Section 9100 of the Civil Code so as to give a right of action to such persons or their assigns in any suit brought upon this bond.

It is further stipulated and agreed that the Surety on this bond shall not be exonerated or released from the obligation of this bond by any change, extension of time for performance, addition, alteration or modification in, to, or of any contract, plans, specifications, or agreement pertaining or relating to any scheme or work of improvement herein above described, or pertaining or relating to the furnishing of labor, materials, or equipment therefore, nor by any change or modification of any terms of payment or extension of the time for any payment pertaining or relating to any scheme or work of improvement herein above described, nor by any rescission or 83784.00001\34639323.1
- 42 -
attempted rescission of the contract, agreement or bond, nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to recover under any such contract or agreement or under the bond, nor by any fraud practiced by any person other than the claimant seeking to recover on the bond and that this bond be construed most strongly against the Surety and in favor of all persons for whose benefit such bond is given, and under no circumstances shall Surety be released from liability to those for whose benefit such bond has been given, by reason of any breach of contract between the owner or Stadium Manager and original contractor or on the part of any obligee named in such bond, but the sole conditions of recovery shall be that claimant is a person described in Section 9100 of the Civil Code, and has not been paid the full amount of his claim and that Surety does hereby waive notice of any such change, extension of time, addition, alteration or modification herein mentioned and the provisions of Sections 2819 and 2845 of the California Civil Code.

IN WITNESS WHEREOF, we have hereunto set our hands and seals this _______ day of ______________, 20__.
(Corporate Seal)
Contractor/ Principal
By
Title

(Corporate Seal) Surety
By
Attorney-in-Fact
Title
Signatures of those signing for the Contractor and Surety must be notarized and evidence of corporate authority attached. A Power-of-Attorney authorizing the person signing on behalf of the Surety to do so must be attached hereto.

NOTE: A copy of the Power-of-Attorney authorizing the person signing on behalf of the Surety to do so must be attached hereto.
83784.00001\34639323.1
- 43 -
Notary Acknowledgment
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature of Notary Public

Signer is representing:

Name Of Person(s) Or Entity(ies)
Signer(s) Other Than Named Above
83784.00001\34639323.1
- 44 -
EXHIBIT “G”

PROCUREMENT AND CONTRACT PROCESS INTEGRITY AND CONFLICT OF

INTEREST GUIDELINES
1 PURPOSE

1.1 The purpose of these Guidelines is to ensure integrity in the Stadium Manager’s procurement and contract processes, to educate Stadium Manager employees, consultants, uncompensated outside parties and any person involved in the decision to award a contract about potential Conflicts of Interest, and to establish guidelines for procedural screening of Conflicts of Interest.

1.2 The Stadium Manager desires to provide a fair opportunity to participants in competitive processes for the award of Stadium Manager contracts by promulgating integrity and removal of Conflicts of Interest in all competitive solicitations. 2 DEFINITIONS

2.1 PURCHASING MANAGER
“Purchasing Manager” is the Stadium Manager representative designated by the Stadium Manager to be responsible for the Stadium Manager’s procurement process.

2.2 ELECTED OFFICIAL
"Elected Official" means the City of Santa Clara Mayor, Council Members, City Clerk, and Chief of Police.

2.3 COUNCIL APPOINTEES
"Council Appointees" means the City of Santa Clara City Manager, City Attorney, and City Auditor.

2.4 SOLICITATION
"Solicitation" means, but is not limited to, specification development, preparation and issuance of requests for proposals, quotes, qualifications or bids, evaluation of responses and submissions, and other evaluations which lead to an award of a Stadium Manager contract. 3 GENERAL PROVISIONS

3.1 COMMUNICATION PROTOCOL

3.1.1 Prior to Issuance of Solicitations: Prior to the issuance of Solicitations, contact between prospective respondents and Stadium Manager staff, consultants or City of Santa Clara elected officials is permissible.

3.1.2 After Issuance of Solicitations and prior to Submission deadline for Solicitations: After issuance of Solicitations, all contact between prospective respondents and the Stadium Manager with regard to the Solicitation must be directed to the procurement contact designated in the Solicitation. Stadium Manager staff and consultants will refer all inquiries with regard to the Solicitation to the procurement contact. All requests for clarification, objections to the structure, content, or distribution of a Solicitation, or other inquiries must be made in writing and the Stadium Manager shall answer to these clarifications, objections, and inquiries in writing via addenda to the Solicitation.

3.1.3 After Submission Deadline of Solicitations and prior to Issuance of a Notice of Intended Award: After the submission deadline of Solicitations, all contact regarding the procurement between respondents and the Stadium Manager and participants in the evaluation process, who are not Stadium Manager employees or representatives, must be directed to the procurement 83784.00001\34639323.1
- 45 -
contact designated in the Solicitation. Stadium Manager staff and consultants will refer all inquiries to the procurement contact identified in the Solicitation document.

3.1.4 After Issuance of a Notice of Intended Award: The Stadium Manager will issue a notice of intended award to all respondents including the basis for selection and instructions for filing a protest. All respondents shall follow the procedures for protest as indicated in the Solicitation document. During the protest period, Stadium Manager staff and consultants will refer all inquiries to the procurement contact identified in the Solicitation document.

3.1.5 After Completion of Protest Period: After completion of the protest period contact between prospective respondents and Stadium Manager staff, consultants and City of Santa Clara elected officials is permissible.
4 RESPONDENT'S CODE OF CONDUCT
By submitting a response to a Stadium Manager Solicitation, respondents are individually and solely responsible for ensuring compliance with these Guidelines on behalf of the respondent's employees, agents, consultants, lobbyists, or other parties or individuals engaged for purposes of developing or supporting a response. In addition to adhering to these Guidelines, respondents may not collude, directly or indirectly among themselves in regard to the amount, terms or conditions of a Solicitation, influence any Stadium Manager staff member or evaluation team member throughout the solicitation process, including the development of specifications, submit incorrect information in the response to a Solicitation or misrepresent, or fail to disclose material facts during the evaluation process. Any evidence indicating a respondent has failed to adhere with any section of these Guidelines may result in the respondent's disqualification from the procurement as well as possible debarment.
5 CONFIDENTIALITY DURING EVALUATION PROCESS

5.1 Stadium Manager staff, consultants, and outside evaluators who are participants in the evaluation process are required to sign a confidentiality agreement which binds the participants not to share any information about responses received and the evaluation process until the Stadium Manager issues a notice of intended award.
6 CONFLICT OF INTEREST

6.1 Elected officials, appointed officials, their staffs, and Stadium Manager employees and consultants are expected to avoid any conflicts of interest. Further, such individuals should avoid the appearance of conflicts of interest in order to ensure that Stadium Manager decisions are made in an independent and impartial manner. In general, the designated Stadium Manager procurement contact, in consultation with the Stadium Manager’s Chief Financial Officer (“CFO”) shall take measures to ensure that the Stadium Manager avoid any conflict of interests in procurement processes of Stadium Manager contracts. Specifically, these measures include that:

6.1.1 Persons who may not be regularly involved in Stadium Manager procurements review this Exhibit and other ethical standards and elicit such information from them to enable the Stadium Manager to determine if the person's participation would create a conflict of interest. Such persons shall include, but are not limited to:
• authors of specifications
• paid and unpaid evaluators
• paid and unpaid consultants who assist in the procurement process

6.1.2 The CFO shall discuss any potential conflict of interest identified with Stadium Manager’s legal department and document the resulting determination, and take appropriate action including, but not limited to, removal of an employee, consultant, or outside uncompensated party from the procurement activity or cancellation of a Solicitation. 83784.00001\34639323.1
- 46 -
7 ALLEGATIONS OF CONFLICT OF INTEREST

7.1.1 Prior to the Solicitation release, up to award of contract, any allegations of conflict of interest by a Stadium Manager employee, consultant, or other participant in the pre- Solicitation and Solicitation process shall be reported to the CFO. The CFO shall investigate the alleged conflict of interest in consultation with the Stadium Manager’s legal department and document the resulting determination.
8 ALLEGATIONS OF MISCONDUCT

8.1.1 At any time during a Solicitation process, any misconduct by a Stadium Manager employee, consultant, or other participant in the pre-Solicitation and Solicitation process, shall be reported to the CFO. The CFO shall investigate the alleged misconduct, in consultation with the procurement contact, and others, as appropriate. Nothing in these guidelines is intended to prohibit anyone from communicating with the CFO or legal department about any alleged misconduct.
83784.00001\34639323.1
- 47 -
EXHIBIT “H”
LEVI’S STADIUM JOBSITE RULES
The Contractor (to include all contractors, vendors, subcontractor and employees of each) shall adhere to the following rules while on site:

1. Contractor shall park in only approved Contractor designated parking areas as identified by Stadium Manager.

2. No smoking, drugs, or alcohol permitted on site.

3. Contractor work area must be left in a clean, neat and orderly condition at the end of each day. If the Contractor fails to perform daily cleaning the Stadium Manager reserves the right to clean up debris at Contractor expense.

4. Contractor shall coordinate with Stadium Manager for use of restroom facilities prior to Project.

5. Contractor to schedule work hours with Stadium Manager prior to Project. Work outside of regularly schedule hours shall require prior written approval by Stadium Manager.

6. Contractor shall coordinate employee break areas with the Stadium Manager prior to Project. All lunch and break debris generated by the Contractor must be disposed of immediately in appropriate containers (i.e. glass, aluminum, cardboard, etc.).

7. No radios, iPods, music devices with earbuds, etc. allowed. NO EXCEPTIONS.

8. Contractor shall report Project status to the Stadium Manager weekly and provide an update on the progress of the work. Contractor shall contact Stadium Manager immediately should any incidents occur or if any conflicts with these jobsite rules should arise.

9. Personal Protective Equipment (“PPE”), including but not limited to, proper safety clothing MUST be worn at all times while on jobsite. Any personnel without proper safety clothing will not be allowed on site. This include office personnel and visitors.

Appropriate PPE shall be coordinated with the Stadium Manager prior to Project.

10. The Contract supervisor assigned to this job must have the ability to make employees follow ALL jobsite rules.

11. NO children (under 18 years old) are allowed on site.

12. Contractor, to include all employees and visitors, must register each day for stadium access through the Stadium Manager provided visitor management and access control system. Contractor employees are subject to health screening prior to approval of site access. Contractor employees shall adhere to all Stadium Manager site access requirements.

13. Contractors and all employees must stay in their area as required and defined in the Project scope of work. Any Contractor employee found outside of the authorized Project area will be removed from the property and may not return to the site.

14. Contractor Equipment / Vehicles – Contractor shall coordinate delivery and use of all equipment brought and used on site (owned or rented) with the Stadium 83784.00001\34639323.1
- 48 -
Manager prior to Project. Equipment shall display markings identifying the following information for each piece of equipment while on site:
• Contractor’s Company Name
• Contractor’s Equipment Contact
• Contact Phone Number
• Duration On-Site (i.e. 06/02/21- 06/15/21)
Equipment requiring this information includes, but is not limited to, the following types of equipment:
• Material Handling Equipment (such as Forklifts and Pallet Jacks) • Golf Carts
• Flatbeds
• Manlifts
• Vehicles
• Job Boxes
• Trailers
• Other Equipment
Anyone operating this equipment must have the proper certifications, operate them in compliance with Cal/OSHA standards, and shall follow any Stadium Manager safety protocols.

Social Media Policy
This policy governs contractors use of social media, including any online tools used to share content and profiles, such as personal web pages, message boards, networks, communities, and social networking websites including, but not limited to, Facebook, Twitter, Instagram, LinkedIn, Snapchat, Tumblr, Reddit, and web blogs. The lack of explicit reference to a specific site or type of social media does not limit the application of this policy.

The Contractor (and all employees) are prohibited from the following:

1. Using social media to post or to display comments about Stadium Manager, the San Francisco 49ers, Levi’s Stadium, co-workers, supervisors, clients, vendors, suppliers or members of management that are vulgar, obscene, physically threatening or intimidating, harassing, or otherwise constitute a violation of the Stadium Manager’s workplace policies against discrimination, retaliation, harassment, or hostility on account of any protected category, class, status, act or characteristic.

2. Infringing on Stadium’s logos, brand names, taglines, slogans or other trademarks.

Contractors and their agents, owners, and employees shall comply with the laws regarding copyrights, trademarks, rights or publicity and other third party rights.

3. Posting or displaying content that is an intentional public attack on the quality of the Stadium’s products and/or services in a manner that a reasonable person would perceive as calculated to harm the Stadium’s business and is unrelated to any employee concern involving wages, hours, or other terms and conditions of employment.

4. Posting a photograph of a supervisor, manager, co-worker (including players and coaches in non-public settings), vendor, supplier, or client without that individual's express permission.
83784.00001\34639323.1
- 49 -
Violations of this policy may result in disciplinary action up to and including removal from the jobsite. Please contact the Stadium Manager if you have any questions about this policy.
83666.00001\33224312.4
1 FORTY NINERS STADIUM MANAGEMENT COMPANY LLC

CONSTRUCTION CONTRACT

INSULATION CAPPING PROJECT

1. PARTIES AND DATE.

2. RECITALS.

2.1 Stadium Manager. Stadium Manager seeks to contract for services necessary to achieve its purpose.

2.2 Contractor. Contractor desires to perform and assume responsibility for the provision of certain construction services required by the Stadium Manager on the terms and conditions set forth in this Contract. Contractor represents that it is duly licensed and experienced in providing insulation sheeting (capping) related construction services, that it and its employees or subcontractors have all necessary licenses and permits to perform the services in the State of California, and that it is familiar with the plans of Stadium Manager. The following license classifications are required for this Project: Class C-2 - Insulation and Acoustical, Class A - General Engineering, or Class B - General Building.

2.3 Project. Stadium Manager desires to engage Contractor to render such services for the Insulation Capping Project (“Project”) as set forth in this Contract.

2.4 Project Documents & Certifications. Contractor has obtained, and delivers concurrently herewith, a performance bond, a payment bond, and all insurance documentation, as required by the Contract.

3. TERMS

3.1 Incorporation of Documents. This Contract includes and hereby incorporates in full by reference the following documents, including all exhibits, drawings, specifications and documents therein, and attachments and addenda thereto:
• Services/Schedule (Exhibit “A”)
• Plans and Specifications (Exhibit “B”)
• Special Conditions (Exhibit “C”)
• Contractor’s Certificate Regarding Workers’ Compensation (Exhibit “D”) • Public Works Contractor Registration Certification (Exhibit “E”) • Payment and Performance Bonds (Exhibit “F”)
• Procurement and Contract Process Integrity and Conflict of Interest Guidelines (Exhibit “G”)
-
-
83666.00001\33224312.4
2 • Levi’s Stadium Jobsite Rules (Exhibit “H”)
• Addenda
• Change Orders executed by the Stadium Manager
• 2021 Edition of the Standard Specifications for Public Works Construction (The Greenbook), Excluding Sections 1-9
• Notice Inviting Bids, if any
• Instructions to Bidders, if any
• Contractor’s Bid

3.2.2 Substitutions/”Or Equal”. Pursuant to Public Contract Code Section 3400(b), the Stadium Manager may make a finding that designates certain products, things, or services by specific brand or trade name. Unless specifically designated in this Contract, whenever any material, process, or article is indicated or specified by grade, patent, or proprietary name or by name of manufacturer, such Specifications shall be deemed to be used for the purpose of facilitating the description of the material, process or article desired and shall be deemed to be followed by the words “or equal.”
Contractor may, unless otherwise stated, offer for substitution any material, process or article which shall be substantially equal or better in every respect to that so indicated or specified in this Contract. However, the Stadium Manager may have adopted certain uniform standards for certain materials, processes and articles. Contractor shall submit requests, together with substantiating data, for substitution of any “or equal” material, process or article no later than seven (7) calendar days prior to the bid submission deadline set forth in the Notice Inviting Bids as it may be amended. Provisions regarding submission of “or equal” requests shall not in any way authorize an extension of time for performance of this Contract. If a proposed “or equal” substitution request is rejected or submitted untimely, Contractor shall be responsible for providing the specified material, process or article. The burden of proof as to the equality of any material, process or article shall rest with Contractor. 83666.00001\33224312.4
3 The Stadium Manager has the complete and sole discretion to determine if a material, process or article is an “or equal” material, process or article that may be substituted.

3.3 Period of Performance.

3.3.1 Contract Time. Contractor shall perform and complete all Work under this Contract within 120 calendar days, beginning the effective date of the Notice to Proceed (“Contract Time”). Contractor shall perform its Work in strict accordance with any completion schedule, construction schedule or project milestones developed by the Stadium Manager. Such schedules or milestones may be included as part of Exhibits “A” or “B” attached hereto, or may be provided separately in writing to Contractor. Contractor agrees that if such Work is not completed within the aforementioned Contract Time and/or pursuant to any such completion schedule, construction schedule or project milestones developed pursuant to provisions of the Contract, it is understood, acknowledged and agreed that the Stadium Manager will suffer damage.

Contractor’s exclusive remedy in the event of delay covered under this Section shall be a noncompensable extension of the Contract Time.

3.3.3 Liquidated Damages. Pursuant to Government Code Section 53069.85, Contractor shall pay to the Stadium Manager as fixed and liquidated damages the sum of one hundred dollars ($100.00) per day for each and every calendar day of delay beyond the Contract Time or beyond any completion schedule, construction schedule or Project milestones established pursuant to the Contract.
83666.00001\33224312.4
4 3.4 Standard of Performance; Performance of Employees. Contractor shall perform all Work under this Contract in a skillful and workmanlike manner, and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Work. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Work assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Work, including any required business license, and that such licenses and approvals shall be maintained throughout the term of this Contract. Contractor shall perform, at its own cost and expense and without reimbursement from the Stadium Manager, any work necessary to correct errors or omissions which are caused by Contractor’s failure to comply with the standard of care provided for herein. Any employee who is determined by the Stadium Manager to be uncooperative, incompetent, a threat to the safety of persons or the Work, or any employee who fails or refuses to perform the Work in a manner acceptable to the Stadium Manager, shall be promptly removed from the Project by Contractor and shall not be re-employed on the Work.

3.7 Compensation and Payment.

3.7.2 Payment of Compensation. If the Work is scheduled for completion in thirty (30) or less calendar days, Stadium Manager will arrange for payment of the Total Contract Price upon completion and approval by Stadium Manager of the Work. If the Work is scheduled for completion in more than thirty (30) calendar days, Stadium Manager will pay Contractor on a monthly basis as provided for herein. On or before the fifth (5th) day of each month, Contractor shall submit to the Stadium Manager an itemized application for payment in the format supplied by the Stadium Manager indicating the amount of Work completed since commencement of the Work or since the last progress payment. These applications shall be supported by evidence -
83666.00001\33224312.4
5 which is required by this Contract and such other documentation as the Stadium Manager may require including, without limitation, the prevailing wage compliance documentation specified herein. The Contractor shall certify that the Work for which payment is requested has been done and that the materials listed are stored where indicated. Contractor may be required to furnish a detailed schedule of values upon request of the Stadium Manager and in such detail and form as the Stadium Manager shall request, showing the quantities, unit prices, overhead, profit, and all other expenses involved in order to provide a basis for determining the amount of progress payments.

3.7.3 Prompt Payment. Stadium Manager shall review and pay all progress payment requests in accordance with the provisions set forth in Section 20104.50 of the California Public Contract Code. However, no progress payments will be made for Work not completed in accordance with this Contract. Contractor shall comply with all applicable laws, rules and regulations relating to the proper payment of its employees, subcontractors, suppliers or others.

3.7.5 Other Deductions and Withholdings. In addition to Contract retentions, the Stadium Manager may deduct from each progress payment an amount necessary to protect Stadium Manager from loss because of: (1) liquidated damages which have accrued as of the date of the application for payment; (2) any sums expended by the Stadium Manager in performing any of Contractor’s obligations under the Contract which Contractor has failed to perform or has performed inadequately; (3) defective Work not remedied; (4) stop notices as allowed by state law; (5) reasonable doubt that the Work can be completed for the unpaid balance of the Total Contract Price or within the scheduled completion date; (6) unsatisfactory prosecution of the Work by Contractor; (7) unauthorized deviations from the Contract; (8) failure of Contractor to maintain or submit on a timely basis proper and sufficient documentation as required by the Contract or by Stadium Manager during the prosecution of the Work; (9) erroneous or false estimates by Contractor of the value of the Work performed; (10) any sums representing expenses, losses, or damages as determined by the Stadium Manager, incurred by the Stadium Manager for which Contractor is liable under the Contract; (11) the failure to comply with and timely submit all necessary prevailing wage compliance documentation as required under this Contract; and (12) any other sums which the Stadium Manager is entitled to recover from Contractor under the terms of the Contract or pursuant to state law, including Section 1727 of the California Labor Code. The failure by the Stadium Manager to deduct any of these sums from a progress payment shall not constitute a waiver of the Stadium Manager’s right to such sums.

3.7.7 Title to Work. As security for partial, progress, or other payments, title to Work for which such payments are made shall pass to the Stadium Manager at the time of payment. To the extent that title has not previously been vested in the Stadium Manager by reason of payments, full title shall pass to the Stadium Manager at delivery of the Work at the destination and time specified in this Contract. Such transferred title shall in each case be good, free and clear from any and all security interests, liens, or other encumbrances. Contractor promises and agrees that it will not pledge, hypothecate, or otherwise encumber the items in any manner that would result in any lien, security interest, charge, or claim upon or against said items.

Such transfer of title shall not imply acceptance by the Stadium Manager, nor relieve Contractor from the responsibility to strictly comply with the Contract and shall not relieve Contractor of responsibility for any loss of or damage to items.

3.7.9 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720 et seq., and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. Since the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Stadium Manager shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Contract upon request. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request and shall post copies at Contractor’s principal place of business and at the project site. Contractor shall defend, indemnify and hold the Indemnified Parties (defined below) free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. Contractor and any subcontractor shall forfeit a penalty of up to $200 per calendar day or portion thereof for each worker paid less than the prevailing wage rates.

3.7.11 Hours of Work. Contractor is advised that eight (8) hours labor constitutes a legal day’s work. Pursuant to Section 1813 of the California Labor Code, Contractor shall forfeit a penalty of $25.00 per worker for each day that each worker is permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week, except when payment for overtime is made at not less than one and one-half (1-1/2) times the basic rate for that worker.
83666.00001\33224312.4
7 3.7.12 Payroll Records. Contractor and each subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by him or her in connection with the public work. The payroll records shall be certified and shall be available for inspection at all reasonable hours at the principal office of Contractor in the manner provided in Labor Code Section 1776. In the event of noncompliance with the requirements of this Section, Contractor shall have 10 days in which to comply subsequent to receipt of written notice specifying in what respects such Contractor must comply with this Section. Should noncompliance still be evident after such 10-day period, Contractor shall, as a penalty to Stadium Manager, forfeit not more than $100.00 for each calendar day or portion thereof, for each worker, until strict compliance is effectuated. The amount of the forfeiture is to be determined by the Labor Commissioner. A contractor who is found to have violated the provisions of law regarding wages on public works with the intent to defraud shall be ineligible to bid on public works contracts for a period of one to three years as determined by the Labor Commissioner. Upon the request of the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement, such penalties shall be withheld from progress payments then due. The responsibility for compliance with this Section is on Contractor. The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code Section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.

3.7.13 Contractor and Subcontractor Registration. Pursuant to Labor Code Sections 1725.5 and 1771.1, all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter into a contract to perform public work must be registered with the Department of Industrial Relations. No bid will be accepted, nor any contract entered into without proof of the contractor’s and subcontractors’ current registration with the Department of Industrial Relations to perform public work. Contractor is directed to review, fill out and execute the Public Works Contractor Registration Certification attached hereto as Exhibit “E” prior to contract execution. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1.

3.7.14 Proof of Compliance. It shall be Contractor’s sole responsibility to comply with, and maintain adequate records of its adherence to, all applicable state prevailing wage requirement. Contractor is responsible for maintaining and providing the following documentation to Stadium Manager for review and approval within the timeframes specified below.

3.7.14.1 Division of Apprenticeship Standards (DAS) 140 Form (applicable if Total Contract Price is $30,000 or more). Contractor, on behalf of itself and its subcontractors, must provide a copy of DAS 140 forms filed with the appropriate apprenticeship committee(s) the earlier of Contractor’s first application for payment for Work performed under this Contract or ten (10) days of Contract execution.

3.7.14.2 DAS 142 Form (applicable if Total Contract Price is $30,000 or more). Contractor, on behalf of itself and its subcontractors, must provide a copy of DAS 142 forms filed with the appropriate apprenticeship committee(s) or evidence of an approved exemption with its first application for payment for Work involving an apprenticeable craft or trade classification – additional DAS 142 forms or evidence of approved exemptions must be provided following this initial submission with future applications for payment in the event those applications 83666.00001\33224312.4
8 are for Work involving an apprenticeable craft or trade classification not covered under the first application for payment.

3.7.14.3 California Apprenticeship Council (CAC) Form CAC-2; Training Fee Contributions (applicable if Total Contract Price is $30,000 or more). Contractor, on behalf of itself and its subcontractors, must submit evidence of mandatory training contributions required under Labor Code section 1777.5, as it may be amended from time to time, via submission of completed Form CAC-2 and/or confirmation of payment to a valid union trust fund with each application for payment submitted to Stadium Manager.

3.7.14.4 Certified Payroll Records; Statement of Compliance.

Contractor, on behalf of itself and its subcontractors, must submit complete payroll records on forms substantially similar to the Department of Industrial Relations Form A-1-131 with each application for payment submitted to Stadium Manager. Each set of certified payroll records submitted to Stadium Manager with any application for payment must be accompanied by a signed Statement of Compliance certifying the information on the certified payroll records is true and correct. For the period covered by any application for payment in which Contractor and its subcontractors did not perform Work, Contractor must additionally submit a signed Statement of Non-Performance certifying no work was performed. Contractors are advised the submission of electronic certified payroll records to the Department of Industrial Relations via the eCPR system is not an acceptable substitute to maintaining and providing full certified payroll records as required by this provision and applicable law.

3.7.14.5 Fringe Benefit Statement. Contractor, on behalf of itself and its subcontractors, must submit complete Fringe Benefit Statement(s) for the crafts and trade classifications utilized to perform the Work covered by any application for payment. All Fringe Benefit Statements must be submitted with the application for payment to which each applies.

3.7.14.6 Demand for Compliance Records. At any time during or subsequent to the full performance of the Work under this Contract and in addition to the obligations set forth above, Stadium Manager and/or the Santa Clara Stadium Authority may require Contractor to produce and or correct and re-submit any prevailing wage compliance records, which must be reviewed and approved by Stadium Manager and/or the Santa Clara Stadium Authority, prior to full release of payment.

3.7.14.7 Withholding for Non-Compliance. In the event Contractor or any subcontractor is found not to be in compliance with the foregoing requirements for any application for payment whether for progress payments or final payment, Stadium Manager has the right to withhold up to ten percent (10%) of the amount owed to Contractor under the affected application for payment until full compliance is achieved. Contractor acknowledges and agrees the foregoing amount is a reasonable estimate of the value of the documentation specified above.

3.7.15 Labor Compliance; Stop Orders. This Project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be the Contractor’s sole responsibility to evaluate and pay the cost of complying with all labor compliance requirements under this Contract and applicable law. Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractor’s performance of Work, including any delay, shall be Contractor’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay subject to any applicable liquidated damages and shall not be compensable by the Stadium Manager. Contractor shall defend, indemnify and hold the Indemnified Parties free and harmless 83666.00001\33224312.4
9 from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor.

3.8 Performance of Work; Jobsite Obligations.

3.8.1 Water Quality Management and Compliance.

3.8.1.1 Water Quality Management and Compliance. Contractor shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Work including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); local ordinances regulating discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter-Cologne Water Quality Control Act, to any ground or surface water in the State.

3.8.1.3 Other Water Quality Rules Regulations and Policies.

3.8.1.5 Liability for Non-Compliance. Failure to comply with the Permit is a violation of federal and state law. Pursuant to the indemnification provisions of this Contract, Contractor hereby agrees to defend, indemnify and hold harmless the Indemnified Parties for any alleged violations. In addition, Stadium Manager may seek damages from 83666.00001\33224312.4
10 Contractor for any delay in completing the Work in accordance with the Contract, if such delay is caused by or related to Contractor’s failure to comply with the Permit.

3.8.1.7 Training. In addition to the standard of performance requirements set forth in paragraph 3.4, Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Work assigned to them without impacting water quality in violation of the laws, regulations and policies described in paragraph 3.8.1. Contractor further warrants that it, its employees and subcontractors will receive adequate training, as determined by Stadium Manager, regarding the requirements of the laws, regulations and policies described in paragraph 3.8.1 as they may relate to the Work provided under this Agreement. Upon request, Stadium Manager will provide the Contractor with a list of training programs that meet the requirements of this paragraph.

3.8.3 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Contract or the Work, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Work. If Contractor observes that the drawings or specifications are at variance with any law, rule or regulation, it shall promptly notify the Stadium Manager in writing. Any necessary changes shall be made by written change order. Stadium Manager shall further comply with all requirements specified in the Stadium Manager’s Procurement and Contract Process Integrity and Conflict of Interest Guidelines, which are attached hereto as Exhibit “G” and incorporated herein by this reference. If Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the Stadium Manager, Contractor shall be solely responsible for all costs arising therefrom. Stadium Manager may be subject to certain provisions of the Health & Safety Code, Government Code, Public Contract 83666.00001\33224312.4
11 Code, and Labor Code of the State. It is stipulated and agreed that all provisions of the law applicable to the public contracts of a municipality are a part of this Contract to the same extent as though set forth herein and will be complied with. Contractor shall defend, indemnify and hold the Indemnified Parties (defined below) free and harmless, pursuant to the indemnification provisions of this Contract, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.8.4 Permits and Licenses. Contractor shall be responsible for securing Stadium Manager permits and licenses necessary to perform the Work described herein, including, but not limited to, any required business license. While Contractor will not be charged a fee for any Stadium Manager permits, Contractor shall pay the Stadium Manager’s business license fee, if any. Any ineligible contractor or subcontractor pursuant to Labor Code Sections 1777.1 and 1777.7 may not perform work on this Project.

3.8.5 Trenching Work. If the Total Contract Price exceeds $25,000 and if the Work governed by this Contract entails excavation of any trench or trenches five (5) feet or more in depth, Contractor shall comply with all applicable provisions of the California Labor Code, including Section 6705. To this end, Contractor shall submit for Stadium Manager’s review and approval a detailed plan showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation of such trench or trenches. If such plan varies from the shoring system standards, the plan shall be prepared by a registered civil or structural engineer.

3.8.6 Hazardous Materials and Differing Conditions. As required by California Public Contract Code Section 7104, if this Contract involves digging trenches or other excavations that extend deeper than four (4) feet below the surface, Contractor shall promptly, and prior to disturbance of any conditions, notify Stadium Manager of: (1) any material discovered in excavation that Contractor believes to be a hazardous waste that is required to be removed to a Class I, Class II or Class III disposal site; (2) subsurface or latent physical conditions at the site differing from those indicated by Stadium Manager; and (3) unknown physical conditions of an unusual nature at the site, significantly different from those ordinarily encountered in such contract work. Upon notification, Stadium Manager shall promptly investigate the conditions to determine whether a change order is appropriate. In the event of a dispute, Contractor shall not be excused from any scheduled completion date and shall proceed with all Work to be performed under the Contract but shall retain all rights provided by the Contract or by law for making protests and resolving the dispute.

3.8.7 Underground Utility Facilities. To the extent required by Section 4215 of the California Government Code, Stadium Manager shall compensate Contractor for the costs of:
(1) locating and repairing damage to underground utility facilities not caused by the failure of Contractor to exercise reasonable care; (2) removing or relocating underground utility facilities not indicated in the construction drawings; and (3) equipment necessarily idled during such work.

Contractor shall not be assessed liquidated damages for delay caused by failure of Stadium Manager to provide for removal or relocation of such utility facilities.

3.8.8 Air Quality. Contractor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the California Air Resources Board (CARB). Although CARB limits and requirements are broader, Contractor shall specifically be aware of their application to “portable equipment”, which definition is considered by CARB to include any item of equipment with a fuel-powered engine. Contractor shall indemnify the 83666.00001\33224312.4
12 Indemnified Parties (defined below) against any fines or penalties imposed by CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Contractor, its subcontractors, or others for whom Contractor is responsible under its indemnity obligations provided for in this Agreement.

3.10 Claims; Government Code Claim Compliance.

Claims governed by this Section may not be filed unless and until the Contractor completes all procedures for giving notice of delay or change and for the requesting of a time extension or change order, including but not necessarily limited to the change order procedures contained herein, and Contractor’s request for a change has been denied in whole or in part. Claims governed by this Section must be filed no later than fourteen (14) days after a request for change has been denied in whole or in part or after any other event giving rise to the Claim. The Claim shall be submitted in writing to the Stadium Manager and shall include on its first page the following in 16-point capital font: “THIS IS A CLAIM.” Furthermore, the claim shall include the documents necessary to substantiate the claim. Nothing in this Section is intended to extend the time limit or supersede notice requirements otherwise provided by contract for the filing of claims, including all requirements pertaining to compensation or payment for extra Work, disputed Work, and/or changed conditions. Failure to follow such contractual requirements shall bar any claims or subsequent lawsuits for compensation or payment thereon. 83666.00001\33224312.4
13 3.10.3 Supporting Documentation. The Contractor shall submit all claims in the following format:

3.10.3.1 Summary of claim merit and price, reference Contract Document provisions pursuant to which the claim is made

3.10.3.2 List of documents relating to claim:
(A) Specifications
(B) Drawings
(C) Clarifications (Requests for Information)
(D) Schedules
(E) Other

3.10.3.3 Chronology of events and correspondence

3.10.3.4 Analysis of claim merit

3.10.3.5 Analysis of claim cost

3.10.3.6 Time impact analysis in CPM format

3.10.3.8 Cover letter and certification of validity of the claim, including any claims from subcontractors of any tier, in accordance with Government Code Section 12650 et seq.

3.10.4.1 If Stadium Manager needs approval from its governing body to provide the Contractor a written statement identifying the disputed portion and the undisputed portion of the claim, and the governing body does not meet within the 45 days or within the mutually agreed to extension of time following receipt of a claim sent by registered mail or certified mail, return receipt requested, Stadium Manager shall have up to three days following the next duly publicly noticed meeting of the governing body after the 45-day period, or extension, expires to provide the Contractor a written statement identifying the disputed portion and the undisputed portion.
83666.00001\33224312.4
14 3.10.4.2 Within 30 days of receipt of a claim, Stadium Manager may request in writing additional documentation supporting the claim or relating to defenses or claims Stadium Manager may have against the Contractor. If additional information is thereafter required, it shall be requested and provided pursuant to this subdivision, upon mutual agreement of Stadium Manager and the Contractor.

3.10.4.3 Stadium Manager’s written response to the claim, as further documented, shall be submitted to the Contractor within 30 days (if the claim is less than $50,000, within 15 days) after receipt of the further documentation, or within a period of time no greater than that taken by the Contractor in producing the additional information or requested documentation, whichever is greater.

3.10.6.4 The mediation shall be held no earlier than the date the Contractor completes the Work or the date that the Contractor last performs Work, whichever is earlier. All unresolved claims shall be considered jointly in a single mediation, unless a new unrelated claim arises after mediation is completed.
83666.00001\33224312.4
15 3.10.7 Procedures After Mediation. If following the mediation, the claim or any portion remains in dispute, the Contractor must file a claim pursuant to Chapter 1 (commencing with Section 900) and Chapter 2 (commencing with Section 910) of Part 3 of Division 3.6 of Title 1 of the Government Code. For purposes of those provisions, the running of the period of time within which a claim must be filed shall be tolled from the time the Contractor submits his or her written claim pursuant to subdivision (a) until the time the claim is denied, including any period of time utilized by the meet and confer conference or mediation.

3.10.8 Civil Actions. The following procedures are established for all civil actions filed to resolve claims subject to this Section:

Such Government Code claims, and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Contractor.

3.10.10 Non-Waiver. Stadium Manager’s failure to respond to a claim from the Contractor within the time periods described in this Section or to otherwise meet the time requirements of this Section shall result in the claim being deemed rejected in its entirety. Stadium 83666.00001\33224312.4
16 Manager’s failure to respond shall not waive Stadium Manager’s rights to any subsequent procedures for the resolution of disputed claims.

3.11 Loss and Damage. Except as may otherwise be limited by law, Contractor shall be responsible for all loss and damage which may arise out of the nature of the Work agreed to herein, or from the action of the elements, or from any unforeseen difficulties which may arise or be encountered in the prosecution of the Work until the same is fully completed and accepted by Stadium Manager. In the event of damage proximately caused by an Act of God, as defined by Section 7105 of the Public Contract Code, the Stadium Manager may terminate this Contract pursuant to Section 3.17.3; provided, however, that the Stadium Manager needs to provide Contractor with only one (1) day advanced written notice.

3.12 Indemnification.

3.13 Insurance.
83666.00001\33224312.4
17 3.13.1 Time for Compliance. Contractor shall not commence Work under this Contract until it has provided evidence satisfactory to the Stadium Manager that it has secured all insurance required under this Section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the Stadium Manager that the subcontractor has secured all insurance required under this Section. Failure to provide and maintain all required insurance shall be grounds for the Stadium Manager to terminate this Contract for cause.

3.13.2.2 Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence and $4,000,000 aggregate for bodily injury, personal injury and property damage; (2) Automobile Liability: $2,000,000 per accident for bodily injury and property damage; and (3) Workers’ Compensation and Employer’s Liability: Workers’ compensation limits as required by the Labor Code of the State of California.

Notwithstanding the minimum limits specified herein, any available coverage shall be provided to the parties required to be named as additional insureds pursuant to this Contract.

3.13.3.1 General Liability. (1) Such policy shall give the Stadium Manager, its officials, employees, agents and authorized volunteers additional insured status using ISO endorsements CG20 10 10 01 plus CG20 37 10 01, or endorsements providing the exact same coverage, with respect to the Work or operations performed by or on behalf of Contractor, including materials, parts or equipment furnished in connection with such work; (2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; and (3) the insurance coverage shall be primary insurance as respects the Stadium Manager, its officials, employees, agents and authorized volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor’s scheduled underlying coverage. Any insurance or self-insurance maintained by the Stadium 83666.00001\33224312.4
18 Manager, its officials, employees, agents and authorized volunteers shall be excess of Contractor’s insurance and shall not be called upon to contribute with it.

3.13.3.3 Workers’ Compensation and Employer’s Liability Coverage.

3.13.3.4 All Coverages. Each insurance policy required by this Contract shall be endorsed to state that: (1) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the Stadium Manager; and (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the Stadium Manager, its officials, employees, agents and authorized volunteers.

3.13.7 Verification of Coverage. Contractor shall furnish Stadium Manager with original certificates of insurance and endorsements effecting coverage required by this Contract on forms satisfactory to the Stadium Manager. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on 83666.00001\33224312.4
19 its behalf and shall be on forms supplied or approved by the Stadium Manager. All certificates and endorsements must be received and approved by the Stadium Manager before work commences. The Stadium Manager reserves the right to require complete, certified copies of all required insurance policies, at any time.

3.13.8 Subcontractors. All subcontractors shall meet the requirements of this Section before commencing Work. Contractor shall furnish separate certificates and endorsements for each subcontractor. Subcontractor policies of General Liability insurance shall name the Stadium Manager, its officials, employees, agents and authorized volunteers as additional insureds using form ISO 20 38 04 13 or endorsements providing the exact same coverage. All coverages for subcontractors shall be subject to all of the requirements stated herein except as otherwise agreed to by the Stadium Manager in writing.

3.14 Bond Requirements.

3.14.3 Bond Provisions. Should, in Stadium Manager’s sole opinion, any bond become insufficient, or any surety be found to be unsatisfactory, Contractor shall renew or replace the effected bond within (ten) 10 days of receiving notice from Stadium Manager. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written notice shall be given to the Stadium Manager, and Contractor shall post acceptable replacement bonds at least ten (10) days prior to expiration of the original bonds. No further payments shall be deemed due or will be made under this Contract until any replacement bonds required by this Section are accepted by the Stadium Manager. To the extent, if any, that the Total Contract Price is increased in accordance with the Contract, Contractor shall, upon request of the Stadium Manager, cause the amount of the bond to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the Stadium Manager. If Contractor fails to furnish any required bond, the Stadium Manager may terminate the Contract for cause.

3.14.4 Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in California Code of Civil Procedure Section 995.120, shall be accepted. If a California-admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the Stadium Manager. 83666.00001\33224312.4
20 3.15 Warranty. Contractor warrants all Work under the Contract (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the Work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Contract or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the Work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by the Stadium Manager of any defect in the Work or non-conformance of the Work to the Contract, commence and prosecute with due diligence all Work necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act sooner as requested by the Stadium Manager in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the Work (or work of other contractors) damaged by its defective Work or which becomes damaged in the course of repairing or replacing defective Work. For any Work so corrected, Contractor’s obligation hereunder to correct defective Work shall be reinstated for an additional one-year period, commencing with the date of acceptance of such corrected Work. Contractor shall perform such tests as the Stadium Manager may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Contract. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the Work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the Stadium Manager, regardless of whether or not such warranties and guarantees have been transferred or assigned to the Stadium Manager by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the Stadium Manager. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Contract, to the reasonable satisfaction of the Stadium Manager, the Stadium Manager shall have the right to correct and replace any defective or non-conforming Work and any work damaged by such work or the replacement or correction thereof at Contractor’s sole expense. Contractor shall be obligated to fully reimburse the Stadium Manager for any expenses incurred hereunder upon demand.

3.16 Employee/Labor Certifications.

3.16.1 Contractor’s Labor Certification. By its signature hereunder, Contractor certifies that he is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker’s Compensation or to undertake self-insurance in accordance with the provisions of that Code and agrees to comply with such provisions before commencing the performance of the Work. A certification form for this purpose, which is attached to this Contract as Exhibit “D” and incorporated herein by reference, shall be executed simultaneously with this Contract.

3.16.3 Verification of Employment Eligibility. By executing this Contract, Contractor verifies that it fully complies with all requirements and restrictions of state and federal 83666.00001\33224312.4
21 law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subcontractors and sub-subcontractors to comply with the same.

3.17 General Provisions.

3.17.3 Termination. This Contract may be terminated by Stadium Manager at any time, with or without cause, by giving Contractor three (3) days advance written notice. In the event of termination by Stadium Manager for any reason other than the fault of Contractor, Stadium Manager shall pay Contractor for all Work performed up to that time as provided herein.

3.17.5 Anti-Trust Claims. This provision shall be operative if this Contract is applicable to California Public Contract Code Section 7103.5. In entering into this Contract to supply goods, services or materials, Contractor hereby offers and agrees to assign to the Stadium 83666.00001\33224312.4
22 Manager all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Section 15) or under the Cartwright Act (Chapter 2, commencing with Section 16700, of Part 2 of Division 7 of the Business and Professions Code) arising from purchases of goods, services, or materials pursuant to the Contract. This assignment shall be made and become effective at the time the Stadium Manager tender final payment to Contractor, without further acknowledgment by the Parties.

CONTRACTOR:
[***INSERT CONTRACTOR NAME AND ADDRESS***]
Attn: [***INSERT CONTRACTOR REP. NAME AND TITLE***]
STADIUM MANAGER:

Forty Niners Stadium Management Company LLC
4900 Marie DeBartolo Way
Santa Clara, CA 95054
Attn: [***INSERT STADIUM MANAGER REP. NAME AND
TITLE***]
With copy to:

3.17.7 Time of Essence. Time is of the essence in the performance of this Contract.

3.17.9 No Third-Party Beneficiaries. There are no intended third-party beneficiaries of any right or obligation assumed by the Parties.

3.17.10 Laws, Venue, and Attorneys’ Fees. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to 83666.00001\33224312.4
23 interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of Santa Clara, State of California.

3.17.11 Counterparts. This Contract may be executed in counterparts, each of which shall constitute an original.

3.17.12 Successors. The Parties do for themselves, their heirs, executors, administrators, successors, and assigns agree to the full performance of all of the provisions contained in this Contract.

3.17.14 Solicitation. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Contract. Further, Contractor warrants that it has not paid, nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, Stadium Manager shall have the right to terminate this Contract without liability.

3.17.15 Conflict of Interest. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid, nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, Stadium Manager shall have the right to rescind this Agreement without liability. For the term of this Contract, no official, officer or employee of Stadium Manager, during the term of his or her service with Stadium Manager, shall have any direct interest in this Contract, or obtain any present or anticipated material benefit arising therefrom. In addition, Contractor agrees to file, or to cause its employees or subcontractors to file, a Statement of Economic Interest with the Stadium Manager’s Filing Officer as required under state law in the performance of the Work.

3.17.16 Certification of License.

3.17.16.1 Contractor certifies that as of the date of execution of this Contract, Contractor has a current contractor’s license of the classification indicated below under Contractor’s signature.

3.17.16.2 Contractors are required by law to be licensed and regulated by the Contractors’ State License Board which has jurisdiction to investigate complaints against contractors if a complaint regarding a patent act or omission is filed within four (4) years of the date of the alleged violation. A complaint regarding a latent act or omission pertaining to structural defects must be filed within ten (10) years of the date of the alleged violation. Any questions concerning a contractor may be referred to the Registrar, Contractors’ State License Board, P.O.

Box 26000, Sacramento, California 95826.
83666.00001\33224312.4
24 3.17.17 Authority to Enter Contract. Each Party warrants that the individuals who have signed this Contract have the legal power, right and authority to make this Contract and bind each respective Party.

3.17.19 Non-Waiver. None of the provisions of this Agreement shall be considered waived by either party, unless such waiver is specifically specified in writing.

FORTY NINERS STADIUM [INSERT NAME OF CONTRACTOR]

MANAGEMENT COMPANY LLC
By: By:
[INSERT NAME]
[INSERT TITLE] Its:

Printed Name:

License No.:
83666.00001\33224312.4
26 EXHIBIT “A”

SERVICES / SCHEDULE
Insulation Capping Project

1.1 SUMMARY

1.1.1 Contractor to furnish and install new insulation sheeting above concourse and concession areas, as described herein, at Levi’s Stadium where the existing sheeting is separating from the existing insulation. The existing insulation will remain in place, but new sheeting will be installed to improve the appearance and extend the life of the existing insulation.

1.1.2 Contractor shall furnish and install new insulation sheeting (also known as "Capping”) on approximately 61,996 SF of existing exposed Thermafiber Versa Board above the 300 level concourse. The current facing on the existing Thermafiber Versa Board is delaminating, which is causing an unsightly condition. The current Thermafiber Versa Board was installed in 3- ft x 4-ft boards with 3-4 hangers per sheet. The new facing will use existing anchors to install Capping. Contractor shall use larger sheets of Capping as to cover several 3-ft x 4-ft boards with a single Capping sheet.

1.1.3 The Contractor shall provide all tools, materials, equipment, labor, project management and supervision necessary to complete the Project, including any necessary lifts or other access equipment to access the existing Thermafiber Versa Board. Contactor is responsible for obtaining all permits and approvals from authorities having jurisdiction as may be necessary to complete the Project.

1.1.4 The diagrams attached as Exhibit “A-1” indicate the location of the Work.

1.2 PERFORMANCE REQUIREMENTS

1.2.1 Contractor shall perform the following services:

1.2.1.1 Furnish and install Capping. Capping shall be WMP-50 BLACK polypropylene scrim with metallized polyester, or equal.

1.2.1.2 Capping must comply with ASTM E84 and UL 723 requirements and be a UL classified product.

1.2.1.3 Capping must meet or exceed the specifications described in Exhibit “A-2”

1.2.2 Contractor shall provide all access equipment and lifts necessary to complete the Project. There are several areas where Capping is required that are located over the top of concessions stands and restrooms. It is the responsibility of the Contractor to evaluate and select the proper type of lift and/or other means of access necessary to install all Capping.

1.2.3 Contractor shall determine the appropriate method for installing and securing the Capping material consistent with any applicable manufacturer requirements. 83666.00001\33224312.4
27 Existing hangars can be used so long as the Contractor uses reasonable means and methods to securely install the Capping material. Contractors may consider the use of additional washers or other equivalent methods to securely install the Capping material. Renderings and details of the existing Thermafiber VersaBoard are provided in Exhibit “A-1”.

1.2.4 Contractor shall tape all seams and secure the edges of all Capping material.

Contractor shall tape around all utility penetrations and all rips, cuts or other loose edges on the Capping material. Tape shall be an adhesive tape used primarily to seal and seam Capping material. The tape shall be recommended by the manufacturer for all weather installations. The tape shall have a tensile strength of 40 lbs/in or greater. The tape shall be black and match the color of the Capping material. Installation must provide a clean and aesthetic appearance and withstand high winds and rain.

1.2.5. Contractor shall clean-up work areas each day and following completion of Work. The Project site shall be maintained in a neat and orderly condition.

1.2.6. Contractor shall provide as-built and other Project documentation upon completion of Project.

1.2.7. Alternate installation methods of the Capping will be reviewed and approved if acceptable, at the sole discretion of the Stadium Manager.

1.3 SCHEDULE AND DELIVERY

1.3.1 Delivery and installation of materials is required within the Contract Time specified in the Contract Documents. The Contractor shall coordinate with Stadium Manager to schedule delivery, site access, and installation of materials.

1.3.2 The Project site is Levi’s Stadium, which is located at the following address:

Levi’s Stadium
4900 Marie P. DeBartolo Way
Santa Clara, CA 95054

1.4 SUBSTITUTION

1.4.1 Contractor may offer for substitution any material, process or article which shall be substantially equal or better in every respect to that so indicated or specified in the Contract Documents including this Exhibit “A.” Substitution requests, if any, shall be made within the time specified and otherwise in accordance with the requirements of the Contract. The burden of proof as to the equality of any material, process or article shall rest with Contractor.

2.1 GENERAL REQUIREMENTS

2.1.1 Contractor shall provide protection for all existing building components beneath and around the Work. Any damage to existing building components caused by Contractor shall be immediately repaired or replaced at Contractor’s sole 83666.00001\33224312.4
28 expense in a manner acceptable to and approved by Stadium Manager.

2.1.2 In all active work areas, Contractor shall provide, install and maintain all necessary barricades and warnings to prohibit pedestrian access into any affected work area. This not only includes areas surrounding the work, but also includes areas below the Work. Levi’s Stadium is an active building containing employees, guests, and other contractors on a daily basis.

2.1.3 Cleaning and Protection

2.1.3.1 At end of each workday, remove rubbish, empty cans, rags, and other discarded materials from Project site. Secure, locate and position all unused materials and equipment, including man lifts, to the satisfaction of Stadium Manager.

2.1.3.2 Protect all adjacent surfaces as required by field conditions. 83666.00001\33224312.4
29 Exhibit “A-1”
Building Section shown below to provide representative elevations above concourse, concession and restroom facilities.
83666.00001\33224312.4
30 Layout drawing shown below to represent area of Capping installation (shown in purple) above concourse, concession and restroom facilities.

WA!t'l'!!IXl'!e)P!'9'Vt!" ( 7" R-29.4 v ersa Board 4,090 SF ,..,..,.., r., ,. ,, f 1 (,, /.,' r.., f, (;;, r;, fJ J' ~ 'j£ ~ 1111 --- :-INTB 7" R-29.4 v ersa Board - Black 1; :~~ s:11 \') iJ'. © •~ Ej ~ ~ /¥ /'J 1'.;:~v L... = •• ~ -,.,·--_-!:: 5-:~• ~ I s· R-21 Versa Board 61,996 SFW'~' -' l \ 1 1 , , ;' 71 ~ .,,,,, -·· ____ _ 5• R-21 Versa Board at overhangs 11,809 SF • l I I ,l,,) f~, •' ,FT.~"'."..._ ...,.:- 2" Sound Zero
0 200 Black 19,91 ·'c;-:::i~~~....:;.,....,,..11~-~;,:,..ir _-,J-_-_--i-"t-+-,iormr""it:rn;rr-,[siifCT '~ (~ N-,;. ~- C<. ' · .; , , ~-., ---- -- <:iiaa ~ ', ,e- ~ .. __ e._ . ;,,, =~- ~, f.ii'
®
e"'
~
s. . ,J
.e,
~
c,.(
~ ~ v-v-v-'<ll..V I
~ :I:: ' -· ~~(w'i t1 .•J \,; ~ ..!. !. -
,.
'")
~'
(,o)
,2 )
(")
/',
~
s
~
'1111
==-
, l, 'i ~~ ,, ~ l
I z:

I HiB
~
I ill
-· ~--
I
I~ -- 12!f._•
I~
[ """""""""' """ --· :,cQL.t.VtL ·- C'\JrK(NID _._fll:!0.111.M ,_ G015 83666.00001\33224312.4
31 Existing Photos: Images below show the existing condition of the current capping sheets delaminating from the existing insulation.
83666.00001
\33224312.4
32 83666.00001
\33224312.4
33 83666.00001
\33224312.4
34 83666.00001\33224312.4
35 Exhibit “A-2”
www.lamtec.com LAMTEC®

CORPORATION
WMP-50 BLACK

BLACK COATING I POLYPROPYLENE / SCRIM / CORE I METALLIZED POL VESTER Meet.s ASTM C1136 T11n<> I n UI IV
FACING COMPOSITION DESCRIPTION VALUES (ENGllSH)
IBlack Coated F[lm Polypropyl'.ene 17.2 lbs / 3000 fl'
Adhesive Flame Resistant
Reinforcing Tri-directional 5 / inch (MD)
Fiberglass/Polyester 5 / inch (XD)
Core Proprietary 30 lbs / 3000 ft'
Adhesive Polymeric
Film Met.allized Polyester 0.0005 inch
PHYSICAL PROPERTIES TEST METHOD VALUES (ENGllSH)
Basis Weight Scale 34 lbs / 1000 ft'
Permeance (WVTR) ASTM E96 0.02 perm
Procedure A (grains/hrfl .. in Hg)
Bursting Strength ASTM D774 120 psi
Puncture Resistance ASTM C1136 125 beach units
Tensile Strength ASTM C11 36 65 lbs/inch width (MD)
60 lbs/inch width (XD)
Caliper I Thickness Micrometer 0.011 inch
Accelerated Aging 30 Days@ No Corrosion
95% RH, 120' F (49"C) No Delamination
Low Temperature Resistance ASTM D1790 Remains Flexible
-40. F (-40"C) No Delamination
High Temperature Resistance 4 hours@ Remains Flexible
240°F (116°C) No Delamination
Water Immersion 24 hours @ 73' F (23"C) No Delamination Mold Resistance
Dimensional Stability

FIRE TESTING
Flame Spread
Smoke Developed
ASTM C665 / C1338
ASTM D1204
ASTM E84 / UL 723
Polypropylene
Side
5 30
Polyester
Side
5 20
No Growth

0.25%
CAN ULC-S102M
Polypropylene
Side
5 30
Polyester
Side
5 20

VALUES (METRIC)
28g I m'
20 / 100 mm (MD)
20 / 100 mm (XD)
49 g / m•

12.7 micron

VALUES (METRIC)
166 g Im'

1.15 ng / N·s

8.4 kg /cm'

3.7 Joules
11 .4 kN / m (MD)

10.5 kN / m (XD)
279 micron
No Corrosion
No Delaminalion
Remains Flexible
No Delaminalion
Remains Flexible
No Delamination
No Delaminalion
No Growth

0.25%
Physical Prope-rfies ba:sed upon :slatis1iical ave-ragm;, Weight J Thickness +J- 10% " LA'MTEC" AND "WMP" ARE REGISTERED TRADEMARKS OF LAMTEC CORPORATilON 5010 River Road Mount Bethel, Pennsylvania 18343-5610 U.S.A.

Phone: (570) 897-8200 Fax: (570) 897-6081 Web: www.lamtec.com (M/20
83666.00001\33224312.4
36 EXHIBIT “B”

PLANS AND SPECIFICATIONS
CONTRACTOR SHALL REFER TO EXHIBIT “A” – SERVICES/SCHEDULE FOR THE PROJECT PLANS AND SPECIFICATIONS.
83666.00001\33224312.4
- 37 -
EXHIBIT “C”

Good Friday – April 15
Memorial Day - Last Monday in May
Juneteenth – June 20
Independence Day - July 4
Labor Day - First Monday in September
Contractor is assumed to have accounted for such events during the duration of the Project as part of its bid and may not claim any time or cost impacts and will not be granted any time extensions or additional compensation as a result of these events.

Contractor shall ensure that any Work performed on the Project site is scheduled with the Stadium Manager in advance.

Stadium Manager has considered these schedule constraints when determining the Contract Time and no additional time or compensation will be added to the Contract due to these schedule constraints.

ARTICLE 5. NOISE RESTRICTIONS
83666.00001\33224312.4
- 38 -
Contractor shall use only such equipment on the Work and in such state of repair so that the emission of sound therefrom is within the noise tolerance level of that equipment as established by Cal/OSHA.

Contractor shall comply with the most restrictive of the following: (1) local sound control and noise level rules, regulations and ordinances and (2) the requirements contained in this Contract, including hours of operation requirements.

ARTICLE 6. SAFETY PROGRAMS
In addition to all other safety requirements of the Contract, Contractor must comply with Cal/OSHA safety requirements at all times during the performance of the Work.

No bid will be accepted, nor any contract entered into without proof of the contractor’s and subcontractors’ current registration with the Department of Industrial Relations to perform public work.

DIR Registration Number:

Name of Contractor
Signature
Name and Title
Dated
1 If the Project is exempt from the contractor registration requirements pursuant to the small project exemption under Labor Code Sections 1725.5 and 1771.1, please mark “Yes” in response to “Small Project Exemption.” 83666.00001\33224312.4
- 41 -
EXHIBIT “F”

PAYMENT AND PERFORMANCE BONDS

ATTACHED BEHIND THIS PAGE
83666.00001\33224312.4
- 42 -

PERFORMANCE BOND
KNOW ALL PERSONS BY THESE PRESENTS:

Whenever Contractor shall be, and is declared by the Stadium Manager to be, in default under the Contract Documents, the Surety shall remedy the default pursuant to the Contract Documents, or shall promptly, at the Stadium Manager’s option:
83666.00001\33224312.4
- 43 -
(1) Take over and complete the Project in accordance with all terms and conditions in the Contract Documents; or
(2) Obtain a bid or bids for completing the Project in accordance with all terms and conditions in the Contract Documents and upon determination by Surety of the lowest responsive and responsible bidder, arrange for a Contract between such bidder, the Surety and the Stadium Manager, and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the Stadium Manager under the Contract and any modification thereto, less any amount previously paid by the Stadium Manager to the Contractor and any other set offs pursuant to the Contract Documents.
(3) Permit the Stadium Manager to complete the Project in any manner consistent with local, California and federal law and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the Stadium Manager under the Contract and any modification thereto, less any amount previously paid by the Stadium Manager to the Contractor and any other set offs pursuant to the Contract Documents.

Surety shall not utilize Contractor in completing the Project nor shall Surety accept a bid from Contractor for completion of the Project if the Stadium Manager, when declaring the Contractor in default, notifies Surety of the Stadium Manager’s objection to Contractor’s further participation in the completion of the Project.

IN WITNESS WHEREOF, we have hereunto set our hands and seals this _______ day of ______________, 20__).
(Corporate Seal)
Contractor/ Principal
By
Title
83666.00001\33224312.4
- 44 -
(Corporate Seal) Surety
By
Attorney-in-Fact
Signatures of those signing for the Contractor and Surety must be notarized and evidence of corporate authority attached.
(Attach Attorney-in-Fact Certificate) Title
The rate of premium on this bond is ____________ per thousand. The total amount of premium charges, $_______________________________.
(The above must be filled in by corporate attorney.)

THIS IS A REQUIRED FORM
Any claims under this bond may be addressed to:
(Name and Address of Surety) ___________________________________________ ___________________________________________
___________________________________________
(Name and Address of Agent or ___________________________________________ Representative for service of
process in California, if different ___________________________________________ from above)
___________________________________________
(Telephone number of Surety and ___________________________________________ Agent or Representative for service
of process in California)
NOTE: A copy of the Power-of-Attorney authorizing the person signing on behalf of the Surety to do so must be attached hereto.
83666.00001\33224312.4
- 45 -
Notary Acknowledgment
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature of Notary Public

Signer is representing:

Name Of Person(s) Or Entity(ies)
Signer(s) Other Than Named Above
83666.00001\33224312.4
- 46 -

This bond shall inure to the benefit of any of the persons named in Section 9100 of the Civil Code so as to give a right of action to such persons or their assigns in any suit brought upon this bond.

It is further stipulated and agreed that the Surety on this bond shall not be exonerated or released from the obligation of this bond by any change, extension of time for performance, addition, alteration or modification in, to, or of any contract, plans, specifications, or agreement pertaining or relating to any scheme or work of improvement herein above described, or pertaining or relating to the furnishing of labor, materials, or equipment therefore, nor by any change or modification of any terms of payment or extension of the time for any payment pertaining or relating to any scheme or work of improvement herein above described, nor by any rescission or 83666.00001\33224312.4
- 47 -
attempted rescission of the contract, agreement or bond, nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to recover under any such contract or agreement or under the bond, nor by any fraud practiced by any person other than the claimant seeking to recover on the bond and that this bond be construed most strongly against the Surety and in favor of all persons for whose benefit such bond is given, and under no circumstances shall Surety be released from liability to those for whose benefit such bond has been given, by reason of any breach of contract between the owner or Stadium Manager and original contractor or on the part of any obligee named in such bond, but the sole conditions of recovery shall be that claimant is a person described in Section 9100 of the Civil Code, and has not been paid the full amount of his claim and that Surety does hereby waive notice of any such change, extension of time, addition, alteration or modification herein mentioned and the provisions of Sections 2819 and 2845 of the California Civil Code.

IN WITNESS WHEREOF, we have hereunto set our hands and seals this _______ day of ______________, 20__.
(Corporate Seal)
Contractor/ Principal
By
Title
(Corporate Seal) Surety
By
Attorney-in-Fact
Title
Signatures of those signing for the Contractor and Surety must be notarized and evidence of corporate authority attached. A Power-of-Attorney authorizing the person signing on behalf of the Surety to do so must be attached hereto.

NOTE: A copy of the Power-of-Attorney authorizing the person signing on behalf of the Surety to do so must be attached hereto.
83666.00001\33224312.4
- 48 -
Notary Acknowledgment
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature of Notary Public

Signer is representing:

Name Of Person(s) Or Entity(ies)
Signer(s) Other Than Named Above
83666.00001\33224312.4
- 49 -
EXHIBIT “G”

PROCUREMENT AND CONTRACT PROCESS INTEGRITY AND CONFLICT OF

INTEREST GUIDELINES
1 PURPOSE

2.1 PURCHASING MANAGER
“Purchasing Manager” is the Stadium Manager representative designated by the Stadium Manager to be responsible for the Stadium Manager’s procurement process.

2.2 ELECTED OFFICIAL
“Elected Official” means the City of Santa Clara Mayor, Council Members, City Clerk, and Chief of Police.

2.3 COUNCIL APPOINTEES
“Council Appointees” means the City of Santa Clara City Manager, City Attorney, and City Auditor.

2.4 SOLICITATION
“Solicitation” means, but is not limited to, specification development, preparation and issuance of requests for proposals, quotes, qualifications or bids, evaluation of responses and submissions, and other evaluations which lead to an award of a Stadium Manager contract. 3 GENERAL PROVISIONS

3.1 COMMUNICATION PROTOCOL

3.1.3 After Submission Deadline of Solicitations and prior to Issuance of a Notice of Intended Award: After the submission deadline of Solicitations, all contact regarding the procurement between respondents and the Stadium Manager and participants in the evaluation process, who are not Stadium Manager employees or representatives, must be directed to the procurement 83666.00001\33224312.4
- 50 -
contact designated in the Solicitation. Stadium Manager staff and consultants will refer all inquiries to the procurement contact identified in the Solicitation document.

6.1.2 The CFO shall discuss any potential conflict of interest identified with Stadium Manager’s legal department and document the resulting determination, and take appropriate action including, but not limited to, removal of an employee, consultant, or outside uncompensated party from the procurement activity or cancellation of a Solicitation. 83666.00001\33224312.4
- 51 -
7 ALLEGATIONS OF CONFLICT OF INTEREST

8.1.1 At any time during a Solicitation process, any misconduct by a Stadium Manager employee, consultant, or other participant in the pre-Solicitation and Solicitation process, shall be reported to the CFO. The CFO shall investigate the alleged misconduct, in consultation with the procurement contact, and others, as appropriate. Nothing in these guidelines is intended to prohibit anyone from communicating with the CFO or legal department about any alleged misconduct.
83666.00001\33224312.4
- 52 -
EXHIBIT “H”
LEVI’S STADIUM JOBSITE RULES
The Contractor (to include all contractors, vendors, subcontractor and employees of each) shall adhere to the following rules while on site:

1. Contractor shall park in only approved Contractor designated parking areas as identified by Stadium Manager.

2. No smoking, drugs, or alcohol permitted on site.

4. Contractor shall coordinate with Stadium Manager for use of restroom facilities prior to Project.

5. Contractor to schedule work hours with Stadium Manager prior to Project. Work outside of regularly schedule hours shall require prior written approval by Stadium Manager.

7. No radios, iPods, music devices with earbuds, etc. allowed. NO EXCEPTIONS.

Appropriate PPE shall be coordinated with the Stadium Manager prior to Project.

10. The Contract supervisor assigned to this job must have the ability to make employees follow ALL jobsite rules.

11. NO children (under 18 years old) are allowed on site.

14. Contractor Equipment / Vehicles – Contractor shall coordinate delivery and use of all equipment brought and used on site (owned or rented) with the Stadium 83666.00001\33224312.4
- 53 -
Manager prior to Project. Equipment shall display markings identifying the following information for each piece of equipment while on site:
• Contractor’s Company Name
• Contractor’s Equipment Contact
• Contact Phone Number
• Duration On-Site (i.e. 06/02/21- 06/15/21)
Equipment requiring this information includes, but is not limited to, the following types of equipment:
• Material Handling Equipment (such as Forklifts and Pallet Jacks) • Golf Carts
• Flatbeds
• Manlifts
• Vehicles
• Job Boxes
• Trailers
• Other Equipment
Anyone operating this equipment must have the proper certifications, operate them in compliance with Cal/OSHA standards, and shall follow any Stadium Manager safety protocols.

The Contractor (and all employees) are prohibited from the following:

2. Infringing on Stadium’s logos, brand names, taglines, slogans or other trademarks.

Contractors and their agents, owners, and employees shall comply with the laws regarding copyrights, trademarks, rights or publicity and other third-party rights.

4. Posting a photograph of a supervisor, manager, co-worker (including players and coaches in non-public settings), vendor, supplier, or client without that individual's express permission.
83666.00001\33224312.4
- 54 -
Violations of this policy may result in disciplinary action up to and including removal from the jobsite. Please contact the Stadium Manager if you have any questions about this policy.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-485 Agenda Date: 4/19/2022

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Report from the Stadium Authority for Action Regarding Stadium Manager’s Request to Execute Second Amendment to Agreement with Bear Electrical Solutions, Inc. for Levi’s Naming Rights Existing Signage Lighting and Driver Repair CapEx Project and Agreements with HY Floor and Gameline Painting, Inc. for Club Space Flooring CapEx Project and Bear Insulation, Inc. for Stadium Insulation CapEx Project and Approve Related Budget Amendment

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

BACKGROUND
On October 8, 2019, the Stadium Authority Board (Board) approved Ordinance No. 2005 amending Chapter 17.30 of the City Code (Stadium Authority Procurement Policy), which rescinded the delegation to the Executive Director to enter into agreements without prior Board approval. As result of Ordinance No. 2005, the Stadium Manager is also required to request Board approval before entering into agreements on behalf of the Stadium Authority. As of the effective date of the Ordinance (November 8, 2019), all Stadium Authority agreements for services, supplies, materials, and equipment require the approval of the Stadium Authority Board.

As the Stadium Manager, Forty Niners Stadium Management Company, LLC is responsible for maintaining “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” as required by the Management Agreement between the Stadium Authority and ManCo.

The Stadium Manager is requesting approval for the following actions:

Levi’s Naming Rights Existing Signage Lighting and Driver Repair CapEx Project

This project is included in the Stadium Authority FY 2022/23 CapEx Budget under the Levi’s Naming Rights Existing Signage and Driver Repair line item, which is budgeted for $420,000.

Club Space Flooring CapEx Project

1. Award a one-time agreement to HY Floor and Gameline Painting, Inc. in the amount of $48,300 for refinishing engineered hardwood flooring surfaces in both BNY Mellon East Club and BNY West Club at Levi’s Stadium;
City of Santa Clara Page 1 of 5 Printed on 4/14/2022
powered by Legistar™
22-485 Agenda Date: 4/19/2022

2. Authorize Stadium Manager to execute any and all documents associated with, and necessary for the award, completion, and acceptance of this Project; and

3. Authorize Stadium Manager to execute change orders up to approximately 10% of the contract cost, or $4,830, for a total not to exceed amount of $53,130.

This project is included in the Stadium Authority FY 2022/23 CapEx Budget under the Club Space Flooring line item, which is budgeted for $89,250.

Stadium Insulation CapEx Project

1. Award a one-time agreement to Bear Insulation, Inc., in the amount of $505,023 to furnish and install new insulation sheeting at Levi’s Stadium;

2. Authorize Stadium Manager to execute any and all documents associated with, and necessary for the award, completion, and acceptance of this Project; and

3. Authorize Stadium Manager to execute change orders up to $12,477 for a total not to exceed amount of $517,500.

This project is not included in the Stadium Authority FY 2022/23 CapEx Project and a budget amendment would be required to approve the Stadium Manager’s request.

DISCUSSION
Stadium Authority staff reviewed the Recommendation for Award memos, supporting procurement documents, and agreements with Bear Electrical Solutions, Inc., HY Floor and Gameline Painting, Inc., and Bear Insulation, Inc. (these documents are attached to corresponding report #22-484). The following comments are to advise the Board of noteworthy items that it should be aware of while considering the requests:

Levi’s Naming Rights Existing Signage Lighting and Driver Repair CapEx Project On April 20, 2021, the Stadium Authority Board approved a three-year agreement with Bear Electrical Solutions, Inc. for electrical maintenance and repair services at Levi’s Stadium, in an amount not to exceed $250,000 per contract year and subject to budget appropriations for every contract year. On September 7, 2021, the Board approved a budget amendment of $250,000 to the Stadium Authority FY 2021/22 CapEx Budget for the Levi’s Signage Repairs project and an amendment to the agreement with Bear Electrical Solutions, Inc. to increase the not to exceed amount from $250,000 to $500,000 for the first year of the agreement term to cover the cost of interim signage repairs. The agreement’s not to exceed amount will total $1.42 million over the three-year term, subject to budget appropriations, if this second amendment to the agreement with Bear Electrical Solutions, Inc. is approved.

It is staff’s understanding that ongoing repairs are needed for the Levi’s Naming Rights signage and this CapEx project will take care of those immediate needs in accordance with Board direction. Staff will bring back additional information to the Board in May and will work with the Stadium Manager and Naming Rights Sponsor on a longer-term plan for the signage including possible options for repairing or replacing the signage, again in accordance with Board direction.

Club Space Flooring CapEx Project
The description for this project in the FY 2022/23 CapEx Budget includes hardwood flooring work for BNY East & West and the Levi’s 501 Club spaces. As noted in the Stadium Manager’s Recommendation for Award memo for this project, it was determined that no hardwood flooring work City of Santa Clara Page 2 of 5 Printed on 4/14/2022
powered by Legistar™
22-485 Agenda Date: 4/19/2022
in Levi’s 501 Club is required at this time. If any additional work is needed for Levi’s 501 Club in the future, a new CapEx project budget request will be submitted at that time.

Stadium Insulation CapEx Project and Related Budget Amendment The project was included in the Stadium Authority FY 2021/22 CapEx Budget under the Stadium Insulation line item, which was originally budgeted for $157,500. On January 11, 2022, the Board approved a budget amendment to increase the budget for the project by $360,000 to a total of $517,000. At the time, the Stadium Manager communicated that it wanted to begin the work in February 2022.

As described in the Stadium Manager’s Recommendation for Award for this project, the Stadium Manager’s Request for Bids process did not close until March 30, 2022. This project was not carried forward from the FY 2021/22 CapEx Budget, therefore a budget amendment is required to add the project to the FY 2022/23 CapEx Budget if the Board decides to approve the Stadium Manager’s request to award an agreement to Bear Insulation, Inc. and a 2.5% contingency for change orders.

Aside from the comments above, staff recommends that the Stadium Manager’s request for delegated authority to execute any and all documents associated with, and necessary for the award, completion, and acceptance of the Club Space Flooring and Stadium Insulation CapEx Projects, and change orders be delegated instead to the Executive Director.

Section 2.1 in the First Amendment to the Management Agreement states that the Stadium Manager only has the ability to enter into contracts with providers to the extent it has authority to enter into such Stadium Procurement contracts pursuant to the Santa Authority Procurement Policy. Currently, the Executive Director has no procurement delegated authority under the Stadium Authority Procurement Policy. As such, if the Board approves staff’s recommendation to provide the Executive Director with such authority to execute any and all documents associated with, and necessary for the award, completion, and acceptance of the project; and change orders up to $12,477, the Stadium Manager would not have the same authority to do so.

The Executive Director recently administratively approved a Change Order #1 to an agreement with R.E. Cuddie Co. with the delegated authority that the Board provided on October 19, 2021 for the Non-Slip Matting CapEx Project. This approach accomplishes the expediency that the Stadium Manager seeks and is compliant with the First Amendment to the Management Agreement.

Staff recommends approval of the Stadium Manager’s remaining requests to authorize execution of:
· Amendment No. 2 to the agreement with Bear Electrical Solutions, Inc. for the Levi’s Naming Rights Existing Signage Lighting and Driver Repair CapEx Project, · Agreement with HY Floor and Gameline Painting, Inc. for the Club Space Flooring CapEx Project, and
· Agreement with Bear Insulation, Inc. for the Stadium Insulation CapEx Project and related budget amendment.

The Stadium Authority will require full supporting documentation including compliance with prevailing wage laws, if applicable, before releasing public funds upon completion of work. 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 City of Santa Clara Page 3 of 5 Printed on 4/14/2022
powered by Legistar™
22-485 Agenda Date: 4/19/2022
which must also be in compliance with State law and City Code.

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(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.

FISCAL IMPACT
The Stadium Authority FY 2022/23 CapEx Budget includes $420,000 for the Levi’s Naming Rights Existing Signage Lighting and Driver Repair line item. There are sufficient funds to cover the cost increase that is outlined in the second amendment to the agreement with Bear Electrical Solutions, Inc. ($420,000).

The Stadium Authority FY 2022/23 CapEx Budget includes $89,250 for the Club Space Flooring line item. There are sufficient funds to cover the total cost of agreement ($48,300) and the 10% contingency ($4,830) that the Stadium Manager is requesting (a total of $53,130).

As discussed above, the Stadium Insulation Project is not part of the Stadium Authority FY 2022/23 CapEx Budget and the Board will need to approve a $517,500 budget amendment to add the project.

These funds will be offset by a decrease in the Stadium Authority Capital Expense Reserve. The budget amendment will fund the agreement with Bear Insulation, Inc. ($505,023) and a 2.5% contingency ($12,477) that is being requested by the Stadium Manager.

The Stadium Manager advertised the Request for Bids in the San Jose Mercury News publication for a total of $1,443 for the Club Space Flooring and Stadium Insulation projects. On July 13, 2021, the Stadium Authority Board previously approved up to $20,000 for the Stadium Manager to publish legal notices in the San Jose Mercury News and Santa Clara Weekly for various solicitations, which would cover these procurement advertising costs.

The table below summarizes the budget amendment as discussed above:

CapEx Project Adopted Budget Increase/
(Decrease)
Amended
Budget
Stadium Insulation Project $0 $517,500 $517,500
Capital Expense Reserve $4,157,794 ($517,500) $3,640,294

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

City of Santa Clara Page 4 of 5 Printed on 4/14/2022
powered by Legistar™
22-485 Agenda Date: 4/19/2022

RECOMMENDATION

1. Approve the Stadium Manager’s request to execute an Amendment No. 2 to the agreement with Bear Electrical Solutions, Inc. to increase the not to exceed amount from $250,000 to $670,000 for the second year of the agreement term to cover the cost of the interim repairs (for a total not to exceed amount of $1.42 million over the initial three-year term), subject to budget appropriations for every contract year, and authorize the Executive Director to approve and process the reimbursement of such costs upon receiving final invoices and supporting documentation from the Stadium Manager;

2. Approve the Stadium Manager’s request to execute a one-time agreement with HY Floor and Gameline Painting, Inc. for refinishing engineered hardwood flooring surfaces in both BNY Mellon East Club and BNY West Club at Levi’s Stadium (Club Space Flooring CapEx Project) in the amount of $48,300; authorize the Executive Director to approve the execution of any and all documents associated with, and necessary for the award, completion, and acceptance of the project; authorize the Executive Director to approve the execution of change orders up to approximately 10% of the contract cost, or $4,830, for a total not to exceed amount of $53,130; and authorize the Executive Director to approve and process the reimbursement of such costs upon receiving final invoices and supporting documentation from the Stadium Manager;

3. Approve a budget amendment to include the Stadium Insulation CapEx Project in the Stadium Authority FY 2022/23 CapEx Budget in the amount of $517,500 from Stadium Authority Capital Expense Reserve; and

4. Approve the Stadium Manager’s request to execute a one-time agreement with Bear Insulation, Inc. to furnish and install new insulation sheeting at Levi’s Stadium (Stadium Insulation CapEx Project) in the amount of $505,023; authorize the Executive Director to approve the execution of any and all documents associated with, and necessary for the award, completion, and acceptance of the project; authorize the Executive Director to approve the execution of change orders up to $12,477, for a total not to exceed amount of $517,500; and authorize the Executive Director 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 City Manager
City of Santa Clara Page 5 of 5 Printed on 4/14/2022
powered by Legistar™
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-509 Agenda Date: 4/19/2022

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Request from the Stadium Manager to Incur Charges for the June 15-18, 2022 Event and Arena Marketing Conference in Minneapolis, MN and Travel for the May 28-29 Grupo Firme Concerts at SoFi Stadium in Inglewood, CA

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

DISCUSSION
On April 4, 2022, the Stadium Manager submitted a request for the following Non-NFL event marketing activities:
· June 15-18, 2022 Event and Arena Marketing Conference in Minneapolis, MN: Authorization to incur charges up to $4,800 to cover registration fees ($800), travel expenses ($2,000) and potential client entertainment ($2,000) for one Stadium Manager employee. · May 28-30, 2022 travel for the May 28-29 Grupo Firme concerts at SoFi Stadium in Inglewood, CA: Authorization to incur charges up to $2,900 to cover travel expenses ($2,400) and potential client entertainment ($500) for two Stadium Manager employees.

The Stadium Manager’s email describes the conference and event in more detail in the attached memo (Attachment 1). The travel and expense costs for these requests will follow the Stadium Manager’s Business Expense Reimbursement Policy (Attachment 2).

Combined, the Stadium Manager’s request totals a not to exceed amount of $7,700 and if approved, will be charged to the Stadium Authority FY 2022/23, Non-NFL Marketing budget (Ticketed Events), Dues and Subscriptions/Registration Fees, Networking/Entertainment, and Attending Conferences, Events, Client/Prospect Meetings line items.

ATTACHMENTS

1. Stadium Manager’s Email Request

2. Stadium Manager’s Business Expense Reimbursement Policy City of Santa Clara Page 1 of 1 Printed on 4/14/2022
powered by Legistar™
1 Date: April 4, 2022
To: Jim Mercurio
Executive Vice President & General Manager

From: Emily Eskin
Head of Public Events
Subject: Authorization for Travel to Multiple Events
Forty Niners Stadium Management Company LLC (Stadium Manager) requests approval from the Santa Clara Stadium Authority (SCSA) for a representative from Ticketing and Public Events to attend the Event and Arena Marketing Conference, with respect to lead generation for Non-NFL public events. Our goal is to use this opportunity to support the Stadium Manager’s efforts in cultivating relationships within the live entertainment industry. These efforts have proven to be pivotal in enhancing public event revenue for FY22/23 and beyond.

The conference is scheduled from June 15-18, 2022, and will take place at the Hyatt Regency in Minneapolis, Minnesota. The conference website can be found at https://www.eventarenamarketing.com/
This Conference is dedicated to the talented professionals that cross the scope of the live entertainment industry. Attendees represent marketing, publicity, promotions, group sales, live touring shows, arenas and industry vendors from throughout North America.

Networking, educating and sharing trends and ideas across these disciplines through various industry leaders is a critical aspect of not only the Event & Arena Marketing Conference, but the success of the live entertainment industry.

Stadium Manager will use this Conference as a key networking opportunity. In addition, Stadium Manager will also use this opportunity to stay educated on the trends and best practices of the industry as a whole.

We are requesting authorization to incur charges up to $4,800 in order to cover registration fees, travel expenses and potential client entertainment for one Stadium

STADIUM

FORTY NINERS STADIUM MANAGEMENT COMPANY
2 Manager employee. Listed below is the line item in the non-NFL Public Event budget where each of these items would fall.

Dues and Subscriptions/Registration Fees: $800.00
Attending Conferences, Events, Client and Prospect Meetings: $2,000.00 Networking and Entertainment: $2,000.00
Total: $4,800.00
Stadium Manager also requests SCSA approval to travel to Los Angeles from May 28 - 20, 2022 in order to attend Grupo Firme at SoFi Stadium. The Stadium Manager has successfully secured this band to play at Levi’s Stadium on Saturday, July 2, 2022. As this booking taps into a genre of music that is unlike any concert that has been previously hosted, this advance trip allows the Stadium Manager to appropriately prepare for the upcoming July event. This trip will also be used to cultivate the current relationship with the bands manager, promoter and agent.

We are requesting authorization to incur charges up to $2,900 in order to cover travel expenses and potential client entertainment for two Stadium Manager employees.

Listed below is the line item in the non-NFL Public Event budget where each of these items would fall.

Attending Conferences, Events, Client and Prospect Meetings: $2,400.00 Networking and Entertainment: $500.00
Total: $2,900.00
Submitted By: __________________________________ Date: ___________________ Emily Eskin, Head of Public Events
Approved By: ___________________________________ Date: ____________________ Jim Mercurio, Executive Vice President & General Manager

1/DocuSigned by:

L~4~

Page 1 ends

City Council and Authorities ConcurrentApril 19, 2022

City Council and Authorities Concurrent
April 19, 2022