Contract No: XXXXX
Agreement with Tyson Group, LLC Page 1
Rev. 07-01-18 for Stadium Manager 07-16-20)
SERVICE AGREEMENT
BETWEEN
FORTY NINERS STADIUM MANAGEMENT COMPANY LLC
AND
TYSON GROUP, LLC
PREAMBLE
This Service Agreement (the “Agreement”) is entered into between Forty Niners Stadium Management Company LLC, a Delaware limited liability company (“Stadium Manager”), Tyson Group, LLC, an OHIO corporation, (Contractor). Stadium Manager and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”
RECITALS
A. Stadium Manager desires to secure the services more fully described in this Agreement, at Exhibit A, entitled “Scope of Services”;
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of Stadium Manager; and,
C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.
The Parties agree as follows:
AGREEMENT TERMS AND CONDITIONS
1. AGREEMENT DOCUMENTS
The documents forming the entire Agreement between Stadium Manager and Contractor shall consist of these Terms and Conditions and the following Exhibits, which are hereby incorporated into this Agreement by this reference:
Exhibit A – Scope of Services
Exhibit B – Schedule of Fees
Exhibit C – Insurance Requirements
Exhibit D – Tyson Group Training Methodology
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings,
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whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.
2. TERM OF AGREEMENT
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on July 25, 2022 and terminate on July 24, 2023 with an option to extend for two additional one-year periods. Since the term extends beyond a single fiscal year, the term for subsequent fiscal years shall be conditioned upon approval of the SCSA budget for the applicable fiscal year that includes the amounts due under the agreement.
3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
Contractor shall perform those Services specified in Exhibit A within the time stated in Exhibit A. Time is of the essence.
4. WARRANTY
Contractor expressly warrants that all materials and services covered by this Agreement shall be fit for the purpose intended, shall be free from defect and shall conform to the specifications, requirements and instructions upon which this Agreement is based. Contractor agrees to promptly replace or correct any incomplete, inaccurate or defective Services at no further cost to Stadium Manager when defects are due to the negligence, errors or omissions of Contractor. If Contractor fails to promptly correct or replace materials or services, Stadium Manager may make corrections or replace materials or services and charge Contractor for the cost incurred by Stadium Manager.
5. QUALIFICATIONS OF CONTRACTOR - STANDARD OF CARE
Contractor represents and maintains that it has the expertise in the professional calling necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and Stadium Manager expressly relies upon Contractor’s representations regarding its skills and knowledge. Contractor shall perform such Services and duties in conformance to and consistent with the professional standards of a specialist in the same discipline in the State of California.
6. COMPENSATION AND PAYMENT
In consideration for Contractor’s complete performance of Services, Stadium Manager shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled “SCHEDULE OF FEES.” The maximum compensation of this Agreement is eighty thousand dollars ($80,000), subject to budget appropriations, which includes all payments that may be
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authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Contractor’s expense.
Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.
7. TERMINATION
A. Termination for Convenience. Stadium Manager shall have the right to terminate this Agreement, without cause or penalty, by giving not less than Thirty (30) days’ prior written notice to Contractor.
B. T
ermination for Default . If Contractor fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, Stadium Manager may terminate this Agreement immediately upon written notice to Contractor.
C. Upon termination, each Party shall assist the other in arranging an orderly transfer and close-out of services. As soon as possible following the notice of termination, but no later than ten (10) days after the notice of termination, Contractor will deliver to Stadium Manager all Stadium Manager information or material that Contractor has in its possession.
8. ASSIGNMENT AND SUBCONTRACTING
Stadium Manager and Contractor bind themselves, their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written approval of Stadium Manager. Contractor shall not hire subcontractors without express written permission from Stadium Manager.
Contractor shall be as fully responsible to Stadium Manager for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as Contractor is for the acts and omissions of persons directly employed by it.
9. NO THIRD PARTY BENEFICIARY
This Agreement shall not be construed to be an agreement for the benefit of any third party or parties and no third party or parties shall have any claim or right of action under this Agreement for any cause whatsoever.
10. INDEPENDENT CONTRACTOR
Contractor and all person(s) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of Stadium Manager. Contractor has full rights to manage its employees in their performance of Services under this Agreement.
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11. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed or received by or for Contractor and all other written information submitted to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor and shall not, without the prior written consent of Stadium Manager, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Contractor which is otherwise known to Contractor or becomes generally known to the related industry shall be deemed confidential.
12. OWNERSHIP OF MATERIAL
All material, which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports, designs, technology, programming, works of authorship and other material developed, collected, prepared or caused to be prepared under this Agreement shall be the property of Stadium Manager but Contractor may retain and use copies thereof. Stadium Manager shall not be limited in any way or at any time in its use of said material. However, Contractor shall not be responsible for damages resulting from the use of said material for work other than as intended herein.
The term "Contractor Intellectual Property" shall include all materials, PowerPoint slides and other documents prepared by Contractor in connection with Contractor’s Services and any recordings made thereof, and specifically, shall mean (i) all Contractor trade secrets, ideas, inventions, designs, developments, devices, methods and processes (whether or not patented or patentable, reduced to practice or included in the Contractor Confidential Information); (ii) all Contractor copyrights, copyrightable works and mask works (whether or not included in the Contractor Confidential Information); (iii) all Contractor Confidential Information; and (iv) all other proprietary rights contributed to, or conceived or created by, Contractor or anyone acting on its behalf (whether alone or jointly with others) at any time prior to the termination of this Agreement, where such materials and information is prepared or used by Contractor. All training materials and content supplied by the Contractor are the sole property of the Contractor and covered by copyright.
13. RIGHT OF STADIUM MANAGER TO INSPECT RECORDS OF CONTRACTOR Stadium Manager, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for four (4) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation under this Agreement, including termination of Contractor. Contractor agrees to
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maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to Stadium Manager. Any expenses not so recorded shall be disallowed by Stadium Manager. Contractor shall bear the cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the Stadium Manager.
Contractor shall submit to Stadium Manager any and all reports concerning its performance under this Agreement that may be requested by Stadium Manager in writing, including a SOC 2 Type 2 report of its security and privacy controls.
Such report shall be provided to Stadium Manager prior to execution of this Agreement Contractor agrees to assist Stadium Manager in meeting Stadium Manager’s reporting requirements to the State and other agencies with respect to Contractor’s Services hereunder.
14. PROTECTION OF SENSITIVE INFORMATION
A. Contractor shall implement, maintain, and submit to Stadium Manager, a comprehensive written information security program that contains appropriate security measures to safeguard certain sensitive and personally identifiable information being gathered as part of the Services provided. Additionally, Contractor shall submit to Stadium Manager independent, third-party evidence assessing its information security program and operational compliance to the terms of this Agreement. Such assessment must also analyze whether Contractor’s information security program is adequate to perform the Services, normally, as well as during potentially disruptive events or security breaches either Stadium Manager’s or Contractor’s premises.
B. In the event of a security breach, Contractor shall immediately inform Stadium Manager of such breach, as well as the individuals affected, in accordance with CA Civil Code Sections 1798.29(a) and 1798.82(a).
15. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify the Indemnified Parties (defined below) from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney’s fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner arising from, or alleged to arise in whole or in part from, or in any way connected with the Services performed by Contractor pursuant to this Agreement – including claims of any kind by Contractor’s employees or persons contracting with Contractor to perform any portion of the Scope of Services – and shall expressly include passive or active negligence by the Indemnified Parties connected with the Services.
However, the obligation to indemnify shall not apply if such liability is
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ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of the Indemnified Parties; the obligation to defend is not similarly limited.
B. Contractor’s obligation to protect, defend, indemnify, and hold harmless in full Indemnified Parties’ employees, shall specifically extend to any and all employment-related claims of any type brought by employees, contractors, subcontractors or other agents of Contractor, against any of the Indemnified Parties (either alone, or jointly with Contractor), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.
C. To the extent Contractor is obligated to provide health insurance coverage to its employees pursuant to the Affordable Care Act (“Act”) and/or any other similar federal or state law, Contractor warrants that it is meeting its obligations under the Act and will fully indemnify and hold harmless Indemnified Parties for any penalties, fines, adverse rulings, or tax payments associated with Contractor’s responsibilities under the Act.
D. Indemnified Parties shall mean 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 and employees, 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.
16. INSURANCE REQUIREMENTS
During the term of this Agreement, and for any time period set forth in Exhibit C, Contractor shall provide and maintain in full force and effect, at no cost to Stadium Manager, insurance policies as set forth in Exhibit C.
17. WAIVER
Contractor agrees that waiver by Stadium Manager of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Neither Stadium Manager’s review, acceptance nor payments for any of the Services required under this Agreement shall be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.
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18. NOTICES
All notices to the Parties shall, unless otherwise requested in writing, be sent to Stadium Manager addressed as follows:
Attention: Brent Schoeb, Chief Revenue Officer
Address: Forty Niners Stadium Management Company LLC
4949 Marie P. DeBartolo Way
Santa Clara, CA 95054
With a copy to: Legal Affairs
Forty Niners Stadium Management Company LLC
4949 Marie P. DeBartolo Way
Santa Clara, CA 95054
Procurement Department
Forty Niners Stadium Management Company LLC
4900 Marie P. DeBartolo Way
Santa Clara, CA 95054
Email: [email protected]
And to Contractor addressed as follows:
Tyson Group, LLC
6605 Longshore Street, Suite #240-101
Dublin, OH 43017
[email protected]
The workday the e-mail was sent shall control the date notice was deemed given.
An e-mail transmitted after 1:00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.
19. COMPLIANCE WITH LAWS
Contractor shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to “The Code of the City of Santa Clara, California” (“SCCC”). In particular, Contractor’s attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Contractor has read and agrees to comply with City’s Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299
).
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20. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, none of the Indemnified Parties has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code section 87100 and following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise Stadium Manager if a conflict arises.
21. FAIR EMPLOYMENT
Contractor shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law.
22. NO USE OF STADIUM MANAGER NAME OR EMBLEM
Contractor shall have no right to use, reproduce, or display the trademarks, symbols, trade names or other intellectual property of the Stadium Manager, Levi’s Stadium®, the San Francisco 49ers, or their respective affiliates, or Stadium tenants or their affiliates or other event performers directly or indirectly, in connection with any production, promotion, client list, service or publication, without the prior written approval of Stadium Manager.
23. GOVERNING LAW AND VENUE
This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Party shall be vested in the state courts of the County of Santa Clara, or if appropriate, in the United States District Court, Northern District of California, San Jose, California.
24. SEVERABILITY CLAUSE
In case any one or more of the provisions in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect the validity of the other provisions, which shall remain in full force and effect.
25. AMENDMENTS
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties to this Agreement.
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26. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly appointed representatives as of the Effective Date.
STADIUM MANAGER:
FORTY NINERS STADIUM MANAGEMENT COMPANY LLC, a Delaware limited liability company
By: _________________________________
Name: Brent Schoeb
Title: Chief Revenue Officer
CONTRACTOR:
TYSON GROUP, LLC, a Coportation
By: _________________________________
Name: Lance Tyson
Title: President and CEO
Contract No: XXXXX
Agreement with Tyson Group, LLC/Exhibit A-Scope of Services Page 1 Rev. 07-01-18
EXHIBIT A
SCOPE OF SERVICES
The Services to be performed for the Stadium Manager by the Contractor under this Agreement are set forth below.
Contractor shall evaluate, strategize, and deliver a comprehensive training program with ongoing support to the sales team and leadership training for management as follows:
1. Evaluate and provide a strategic analysis of sales department’s strength’s and weaknesses via evaluation of each individual sales person
2. Provide both group and individual sales training to ten to eleven salespeople
3. Provide leadership training to mangagment group
4. Provide ongoing support as requested or needed during the term of contract
Contractor and Stadium Manager shall develop a detailed training plan utilizing Exhibit D to include the following:
A. Provide Assessments
o Tyson Group Sales Assessments:
Define the skills and behaviors that matter
Identify skill gaps related to the sales process
Identify natural strengths that lead to success
Predict the potential success of any individual in any position Create a team benchmark for future hiring
o Delivery and Logistics
Online
30 to 45 Minutes
Quantity: Unlimited
B. Provide Group Management Assessment Coaching (in conjunction with Assessments)
o 3 Virtual Leadership Sessions
Understand competencies of team
Identify areas of opportunities and gaps
Learn how to leverage strengths
Practice coaching methodology for development
Understand motivation
More effective communication in 1:1 conversations
o Delivery and Logistics
3 Virtual Sessions
Up to 2 Hours per Sessions
Quantity: 3
C. Provide Instructor Led Training
o Topics
To be determined based on need(s) identified during pre-training preparation call
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Reference training proposal and methodology in Exhibit D o Delivery and Logistics
Sales Training
• 8 In-Person Training Days
o 4 Sessions Annually
o 2 Days per Session
• Number of Participants: Up to 15
• Location: Onsite at Levi’s Stadium
Sales Management Training
• 4 In-Person Training Days
o 4 Sessions Annually
o 1 Day per Session
• Number of Participants: Up to 5
• Location: Onsite at Levi’s Stadium
D. Virtual Training
o Topics
• To be determined based on need(s) identified during pre-training preparation call
• Reference training proposal and methodology in Exhibit D o Delivery and Logistics
• Sales Training
• 4 Virtual Sessions
o 1 Session per Quarter
o Up to 2 Hours per Session
• Number of Participants: Up to 15
• Location: Via Zoom
• Sales Management Training
• 4 Virtual Sessions
o 1 Session per Quarter
o Up to 2 Hours per Session
• Number of Participants: Up to 15
• Location: Via Zoom
E. Learning Management System (LMS) Access
• Access to training modules to augment in-person and virtual instruction for sales training program
• Access to recordings of virtual deliveries
Location of On-Site Services
On-site training shall be provided at the Stadium:
Levi’s Stadium
4900 Marie P DeBartolo Way
Santa Clara, CA 95054
Contract No: XXXXX
Agreement with Tyson Group, LLC/Exhibit A-Scope of Services Page 3 Rev. 07-01-18
Virtual and Onsite Assessment and Training
At the discretion of the Stadium Manager, assessment and training shall be conducted onsite or virtually. Based on the Public Health Orders issued by the Santa Clara County Health Department related to Novel Coronavirus (COVID-19), all parties will be required to follow the health orders and appropriately forecast, plan and schedule onsite or virtual training.
Contract No: XXXXX
Agreement with Tyson Group, LLC/Exhibit D-Labor Compliance Page 1 Rev. 07-01-18
EXHIBIT B
SCHEDULE OF FEES
Contractor will bill Stadium Manager on a quarterly basis for Services provided by Contractor during the preceding quarter on an invoice and in a format approved by Stadium Manager and subject to verification and approval by Stadium Manager.
Stadium Manager will pay Contractor within thirty (30) days of Stadium Manager’s receipt of an approved invoice.
Fee Schedule*
Deliverable Cost
Assessments and Group Management Coaching $8,000
Sales Training $40,000
Sales Leadership Training $22,000
Estimated Travel Expenses*
• 1 Trip / quarter
• 3 Training days / quarter
• Total investment for 4 trips
$10,000
TOTAL* $80,000
*Total cost based on the deliverables selected by the Stadium Manager. Those selections could impact estimated travel expenses.
**Estimated Travel Expenses based on current average rates and subject to market fluctuations beyond control of Contractor.
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EXHIBIT C
INSURANCE REQUIREMENTS
At all times during the term hereof, Contractor shall keep and maintain in full force and effect the following types of insurance coverage and/or bonds:
1. Commercial general liability insurance, including property damage, against liability for personal injury, bodily injury, death and damage to property occurring in or about the property in the amount of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate.
2. Automobile liability in the amount of One Million Dollars ($1,000,000) with respect to owned, hired and non-owned vehicles.
3. Workers compensation insurance, as required by applicable law.
4. Employer’s liability in the am ount of One Million Dollars ($1,000,000) each accident, One Million Dollars ($1,000,000) each employee, by disease, and One Million Dollars ($1,000,000) policy aggregate by disease.
5. Liability insurance covering claims arising out of errors and omissions by vendors rendering professional services, in the amount of One Million Dollars ($1,000,000) each occurrence or claim including contractual liability coverage, with all coverage retroactive to the earlier of the date of agreement or commencement of Contractor’s services.
6. Cyber Liability insurance providing coverage for first-party claims, including breach response expenses for notification and credit monitoring, and third-party claims, in the amount of One Million Dallars ($1,000,000) per occurrence or claim.
7. Umbrella or excess liability insurance in the amount of T wo Million Dollars ($2,000,000) providing excess coverage over general liability, auto liability, and employer’s liability specified above.
The above stated limits may be achieved by a com bination of primary and excess/umbrella coverage. Any deductible or self-insured retention amounts are the sole responsibility of the Contractor. Contractor is responsible for i nsuring any equipment brought to Levi’s Stadium. Stadium Manager shall have no liability for such equipment.
All insurance policies and bonds required to be maintained by Contractor shall be issued by insurers or sureties (as the case may be) reasonably satisfactory to client, authorized to do business in the state of California a nd having an AM Best rating and financial size category of A -/VII or better. All policies of the vendor shall be (i) primary and non- contributing with respect to any policies carried by client; (ii) with respect to general liability insurance only, a provision including Stadium Manager, Santa Clara Stadium Authority, Forty Niners SC Stadium Company LLC and Forty Niners Football Company LLC as additional insureds; (iii) a waiver by the insurer of any right to subrogate against Stadium Manager (iv) a severability of interest or endorsement; (v) a provision that the insurer will
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not cancel or change the coverage provided by such without giving the Stadium Manager thirty (30) days' prior written notice; and (vi) general liability be an "occurrence form" policy. Any policy of insurance required to be carried by Contractor that names additional insureds contained herein shall not be subject to a deductible or self-insured retention, it being the intent of the parties that such insurance shall fully and completely insure such additional insured entities for all loss or expense; if any such policy has a deductible or self-insured retention clause applicable to these operations, Contractor shall provide evidence that insurance carrier shall pay without regard to such deductible or self-insured retention.
12.5 METHODOLOGY
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12.6 QUALIFICATIONS
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Exhibit D - Tyson Group Training Methodology
Exhibit D - Tyson Group Training Methodology
Exhibit D - Tyson Group Training Methodology
Exhibit D - Tyson Group Training Methodology
Exhibit D - Tyson Group Training Methodology
Exhibit D - Tyson Group Training Methodology
Exhibit D - Tyson Group Training Methodology
Exhibit D - Tyson Group Training Methodology
Exhibit D - Tyson Group Training Methodology