Exhibit E Change Order Form
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, 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 November 1, 2020 and terminate on March 31, 2023. The Authority reserves the right, at its own sole discretion, to extend the term of this Agreement for up to two (2) additional one-year options through March 31, 2025.
Notwithstanding the foregoing, the term of the GP-Concur Invoices Integration Pack Subscription Agreement shall be as provided in Exhibit D.
3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
A. Scope of Services. Contractor shall perform those Services specified in Exhibit A within the time stated in Exhibit A. Time is of the essence.
B. Contractor's Proprietary Software. The terms of the licensing of the separately executed GP-Concur Invoices Integration Pack Subscription Agreement, between Authority and Contractor's affiliate, Armanino Solutions, LLC, including subsequent releases licensed to Authority, shall be as set forth in Exhibit D.
C. Third Party Software and Web Services. With respect to software and web services proprietary to a vendor other than Contractor, such software or web services shall be licensed to Authority pursuant to the terms of applicable third party agreements.
4. WARRANTY
Contractor expressly warrants that the professional services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards and shall conform to the specifications, requirements and instructions upon which this Agreement is based for Services performed by Contractor or its subcontractors (and not third party services or software).
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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 Authority 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, Authority 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 shall be as set forth in Exhibit B ("Maximum Compensation") subject to budget appropriations, which includes all payments that may be 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. Authority 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. Termination for Default. If a party fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, the non-breaching party may terminate this Agreement immediately upon written notice to Contractor after a failure to cure such breach within thirty (30) days of such notice.
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 Authority all Authority information or material that Contractor has in its possession and any fully-paid completed work product.
8. ASSIGNMENT AND SUBCONTRACTING
Authority 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 Authority. Contractor shall not hire subcontractors without express written permission from Authority.
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Contractor shall be as fully responsible to Authority 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 Authority. Contractor has full rights to manage its employees in their performance of Services under this Agreement.
11. CONFIDENTIALITY OF MATERIAL
Except as otherwise required by law, all ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information that one party ("Discloser") shares with the other party ("Recipient") in connection with the performance of this Agreement that is marked or identified as confidential, or a reasonable person would believe to be confidential due to the nature of the information or manner of disclosure, shall be held confidential by Recipient and shall not, without the prior written consent of Discloser, 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 Recipient which is otherwise known to Recipient, becomes generally known to the public through no breach of Recipient, is authorized for disclosure by Discloser in writing, or is independently developed by Recipient without use of Discloser's Confidential Information shall be deemed confidential.
Contractor acknowledges that Authority is a public entity subject to the requirements of the California Public Records Act and, as such, may be required to disclose information as a matter of law. Authority may disclose information in response to such request in its sole discretion, after giving advanced notice to Contractor as to any documentation marked "Confidential" with a reasonable opportunity to object, and shall bear no liability to Contractor for any such disclosure.
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 ("Work Product") shall be the property of Contractor. Contractor hereby grants the Authority a nonexclusive, royalty-free, Agreement with Armanino, LLP
Rev. 07-01-18
perpetual, irrevocable, worldwide license to make, have made, modify and use any Work Product for internal use. Work Product does not include commercial software licensed to the Authority under a separate license agreement, nor the Authority's Confidential Information, which the Authority will continue to own.
13. RIGHT OF AUTHORITY TO INSPECT RECORDS OF CONTRACTOR Authority, 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 financial records of Contractor relating to the Services (e.g., invoices, time sheets, receipts) 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 maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to Authority. Any expenses not so recorded shall be disallowed by Authority. 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 Authority.
Contractor shall submit to Authority any and all financial reports concerning the Services under this Agreement that may be requested by Authority in writing.
Contractor agrees to assist Authority in meeting Authority's reporting requirements to the State and other agencies with respect to Contractor's Services hereunder.
All audit rights under this Section 13 require reasonable advanced notice to Contractor, may only be performed at a mutually agreeable time, during Contractor's normal business hours, and no more frequently than once annually.
14. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify Authority, its respective governing boards, commissions, officers, employees, volunteers and agents 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, to the extent caused by 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.
B. Contractor's obligation to protect, defend, indemnify, and hold harmless in full Authority and Authority's 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 Agreement with Armanino, LLP
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Authority (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 Authority for any penalties, fines, adverse rulings, or tax payments associated with Contractor's responsibilities under the Act.
15. LIMITATION OF LIABILITY
Notwithstanding any contrary provision in the Agreement, and to the maximum extent permitted by applicable law and regulations, in no event will either party be liable to the other party for (i) indirect, incidental, consequential, special, speculative or exemplary damages of any nature arising out of or related to this Agreement, even if such party has been advised of the possibility of such damages; or (ii) direct damages in an amount exceeding the greater of (a) twice (2x) the fees paid or payable to Contractor under the individual statement of work / "Scope of Services" giving rise to the claim in the twelve (12) months prior to the date the claim arose; or (b) $250,000. The foregoing limitation shall not apply to Contractor's defense and indemnification obligations for property damage, personal injury or death caused by Contractor through performance of the Services.
16. HIRING CONTRACTOR PERSONNEL
If, during the term of the Agreement or one (1) year thereafter, the Authority hires one of Contractor's current employees or contractors as an employee of Authority, the Authority agrees to pay to Contractor 100% of the employee's or contractor's first year salary as a placement fee. Nothing in this Section will restrict the Authority's ability to recruit generally in the media, and the placement fee will not apply to any employee or contractor of Contractor who voluntarily applies for employment without having been initially and specifically solicited or recruited by the Authority.
17. 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 Authority, insurance policies as set forth in Exhibit C.
18. WAIVER
Contractor agrees that waiver by Authority 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 Authority's review, Agreement with Armanino, LLP
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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.
19. NOTICES
All notices to the Parties shall, unless otherwise requested in writing, be sent to Authority addressed as follows:
Santa Clara Stadium Authority
Attention: Executive Director
1500 Warburton Avenue
Santa Clara, CA 95050
And to Contractor addressed as follows:
Armanino, LLP
Attention: General Counsel
12657 Alcosta Blvd., Suite 500
San Ramon, CA 94583
Notice shall be deemed to have been duly given when delivered personally, three (3) business days after deposit in the United States Mail, or one (1) business day after delivery with an overnight delivery service, addressed to the Party at the address above.
20. 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 ).
21. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, no Authority officer, employee or authorized representative 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 Agreement with Armanino, LLP
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which would violate these code provisions. Contractor will advise Authority if a conflict arises.
22. 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.
23. NO USE OF AUTHORITY NAME OR EMBLEM
Contractor shall not use Authority's name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of Authority.
24. 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.
25. 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.
26. CHANGE PROCEDURES AND AUTHORIZATION
A. Contract Change Requests. Either party hereto may, from time to time, and at any time during the term hereof request a change. (The party requesting the change is hereinafter referred to as the "Requesting Party.") Requests for changes shall be in writing and shall be addressed and delivered to the other party. Such writing shall be identified as a "Contract Change Request," shall carry a sequential number for ease of tracking, shall set forth in detail the nature of the change requested and the costs associated therewith, and shall identify the Products, Services, Deliverables or Schedules to be changed.
B. Procedures. As soon as practical after receipt by the notified party of copies of the Request, the parties shall as necessary meet to discuss the change and to ascertain its cost and schedule impacts, if any.
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C. Change Orders. Any changes to this Agreement that relate to (i) the deletion of Products or Services, (ii) adding additional Products, or Services, or (iii) changing or modifying Products or Services, not to exceed the maximum compensation of this Agreement unless otherwise set forth in writing, shall be made by a written change order duly authorized and executed by the Parties to this Agreement.
The change order shall be prepared in a form substantially similar to the form attached hereto as Exhibit E. The change order shall describe the change, delineate the cost, schedule, and other impacts of the change and the payment terms for any price increase.
D. Amendments. Any changes to this Agreement that relate to (i) an increase in the maximum compensation of this Agreement, or (ii) the term of this Agreement, or (iii) any other terms or conditions of the Agreement not covered by the Change Order provisions set forth above, may only be made by a written amendment duly authorized and executed by the Parties to this Agreement.
27. 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.
The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.
SANTA CLARA STADIUM AUTHORITY
a California Joint Powers Authority
v o8\ A.SANTANA
Execut v.e Director
"AUTHORITY"
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
ARMANINO, LLP
a California limited liability partnership
Dated: LO /7-1 Lzo~o ---. _____,_I __.__,+---=------=-------- Agreement with Armanino, LLP
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By (Signature): ----h~ ~ ----=i.._~ ~ +;.Ll.-~ ~ ~ ,__ __ _ Name: ~'-----------------
Tit I e: Partner
Principal Place of 12657 Alcosta Blvd., Suite 500
Business Address: San Ramon, CA 94583
Email Address: [email protected]
Telephone: (925) 790-2833
Fax: (925) 790-2601
Agreement with Armanino, LLP
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"CONTRACTOR"
1. Introduction
EXHIBIT A
SCOPE OF SERVICES
1.1. The Santa Clara Stadium Authority (Authority) wishes to implement a financial management system to account for all Authority related financial transactions, including finance (General Ledger (GL), Accounts Receivables (AR), Account Payables (AP), and Expense Reimbursements) and procurement (Purchase Order (PO), Contracts, and Inventory) functionalities.
1.2. Forty Niners Stadium Management Company LLC (Manco or Stadium Manager) is responsible for the day-to-day operations, accounting transactions, and financial reporting to the Authority for Non-NFL events and Shared Stadium Manager expenses.
Authority authorizes Contractor to work with Manco as necessary for delivery of Services hereunder, but Manco is not a third party beneficiary to this Agreement. The Authority understands that Contractor's Services are dependent on timely and accurate information received from Authority and Manco.
1.3. Under this Agreement, Contractor shall provide the following services (collectively referred to as "Services"):
1.3.1. Implement Microsoft Dynamics Great Plains 2018 (Dynamics GP) and assist in program managing the vendor responsible for implementing SAP Concur.
Contractor will not implement SAP Concur but will lead the effort for the integration between SAP Concur and Dynamics GP. Both Dynamics GP and SAP Concur are collectively referred to herein as "System".
1.3.2. Assess the current business and reporting processes performed by Manco and Authority staff and provide recommendations to streamline the processes.
1.3.3. Evaluate the system platforms and reporting needs and provide solutions to address the requirements.
1.3.4. Provide recommendations to reduce the manual handling of supporting documentations and redaction process for staff.
1.3.5. Review the financial reporting needs with the Authority staff and provide recommendations to achieve the goals.
1.3.6. Assist in developing financial reporting policies for the Authority based on the new system and business processes.
1.3.7. Provide system customization and configuration resources, if necessary.
1.3.8. Assist and provide resources capable of report authoring based on the overall business process assessment.
1.3.9. Develop specific technology platform, module and integration recommendations to address the issues identified by Manco and Authority.
1.3.1 O. Develop an implementation roadmap for current and future goals for Manco and Authority based on Contractor's assessments.
2. Documents
2.1. This Exhibit contains the following Appendix:
Agreement with Armanino, LLP/Exhibit A-Scope of Services Rev. 07-01-18
2.1.1. Appendix A-1: Standard Mapping Assumptions for Concur/ Dynamic GP Integration
2.2. To the extent not inconsistent with this Agreement between the Authority and Contractor including this Scope of Services, the Authority's SQQ 18-19-46 (including subsequent updates), Contractor's proposal response dated July 5, 2019, and Contractor's oral presentation materials dated March 12, 2020, is hereby incorporated by reference herein, and shall supplement this Scope of Services and be subject to the terms and conditions of the Agreement.
3. Project Management
3.1. Contractor's Responsibilities
3.1.1. The principal members of the Contractor's project team are shown below; however, it should be noted that final project resources will be determined and assigned upon execution of contract. In the event that the Contractor's Project Manager is removed from the project, Contractor will identify a replacement as quickly as possible in order to limit the impact to project deliverables and timelines.
Name Role
Giles Zollar Project Advisor
Zandra Montes Project Manager
Liane Mcllraith Senior Dynamics GP Consultant
Rvan Prindiville Engagement Partner
3.1.2. The Contractor's Project Manager shall be the primary person communicating with the Authority and keeping Authority fully apprised on the status and progress of the project. The Contractor's Project Manager shall also be responsible for project schedule updates; creation and preparation of weekly progress reports and meeting minutes; adherence to project scheduling; tracking of issue and risk logs; and general project coordination.
3.1.3. Contractor's Project Manager shall submit progress reports to the Authority's Project Manager on the project status no less than once per week. Reports shall include a summary of activities undertaken, progress achieved compared to plan, percent of overall work completed, and any other information deemed important.
3.1.4. In general, the Contractor's Project Manager has the leadership role in carrying out the scope of work and implementation to successful completion and go-live. The Authority's Project Manager is primarily a support role to ensure the Authority's requirements are met and project is completed successfully and on schedule. Authority and Contractor Project Managers will jointly coordinate day-to-day execution of the Project Schedule. Authority and Contractor Project Managers will collaboratively manage project scope, budgets, issues, risks, communications and Change Orders.
3.2. Authority's Responsibilities
3.2.1. Authority shall provide oversight for the entire project, but Contractor must provide overall project management for all tasks required to implement the systems and business processes.
Agreement with Armanino, LLP/Exhibit A-Scope of Services Rev. 07-01-18
3.2.2. Authority shall assign a project manager who will work closely with Contractor to facilitate the successful completion of the project and who shall be responsible for supervising the staff of the Authority and coordinating with Manco staff. The Authority's Project Manager shall maintain project communications with Contractor's Project Manager.
3.2.3. Authority will provide technical and business staff to support the Contractor in the implementation of the systems.
3.2.4. Authority will provide remote access to data and existing systems to Contractor in a timely manner.
3.2.5. Authority will sign-off change orders pursuant to the Change Order procedures as provided in Section 26 of the Agreement.
3.2.6. Authority shall make available facilities for Contractor project staff while on site, including: on-site office space for Contractor project staff, supplies, outside network connection, conference call and meeting/training facilities including any necessary logistics support for class schedules, meeting rooms, training rooms, material reproduction, training workstations, training supplies, and general administrative support when required.
3.2. 7. Authority shall make available required baseline data, and systems access to support the requirements specified by the Authority and the project timeline.
3.2.8. · Authority shall make all required business process decisions in a timely manner to support the expected and mutually agreed project plan.
4. Project Schedule
4.1. Contractor shall maintain a detailed project schedule (Project Schedule) that includes business assessment, system design, configuration, and deployment. The schedule shall include all tasks and responsibilities of the project with specific tasks tied to a responsible party. The Project Schedule will be confirmed jointly by Authority and Contractor prior to starting the project, and will be refined periodically throughout the project. Both parties will work together to address any impacts and/or delays to the Project Schedule due to the COVID-19 pandemic.
4.2. Any addition to the scope may increase the project timeline. Both the Contractor and Authority Project Managers will evaluate the impact to the project schedule if a change order is requested and approved through a formal change order as described in the Agreement.
4.3. Contractor shall use a phased work plan for the project as further detailed in Section 6 through Section 8 of this Exhibit.
5. PROJECT ASSUMPTIONS
5.1. General Assumptions
5.1.1. Authority shall be responsible for purchasing and/or subscribing to in-scope software, modules and integration packs, as identified in this Exhibit.
5.1.2. At least one user account will be set-up temporarily for Contractor as an administrator. If Authority's security policy prevents contractor accounts from being shared by Contractor's consultants, multiple accounts will be required.
Agreement with Armanino, LLP/Exhibit A-Scope of Services Rev. 07-01-18
5.1.3. Authority shall procure and/or provide access to any third party hardware and business application, database and operating system software as needed for the Services.
5.1.4. Unless stated otherwise in the software-specific assumptions below, project implementation will follow Contractor's methodology.
5.1.5. Services will be provided on-site, unless otherwise specified and approved by Authority.
5.1.6. Authority shall not record or film Contractor's delivery of professional services, resources, or materials, unless otherwise approved in writing by Contractor.
5.1.7. Authority will commit the necessary resources and management ("Client Resources") to support the Services. Client shall designate Client Resources that are highly capable of understanding the project and effectively performing assigned tasks on behalf of Authority.
5.1.8. Authority will perform tasks that have not been assigned to Contractor under this Agreement.
5.1.9. Authority agrees to enter all relevant data into the data templates provided by Contractor, and manually update the templates with any subsequent changes.
5.1.10. Authority is responsible for the accuracy and timeliness of the information provided to Contractor; incorrect data provided that requires discussion or rework may require additional hours.
5.1.11. Authority is responsible for attending meetings. Failure to attend or repeated cancellation of project meetings may result in project delay and may be subject to additional costs.
5.1.12. Authority will provide approval of completion of project activities and deliverables by signing off on applicable project documents as completed activities occur.
5.1.13. Authority shall not provide any data to Contractor that contains credit card information or HIPAA-protected information ("Sensitive Information"). Should any such information be discovered by Contractor during the project, Authority shall immediately remove it. In no event will Contractor bring sensitive information into its own systems.
5.1.14. Authority shall be solely responsible for any decision it makes against Contractor's advice, including without limitation moving to "go-live" prematurely.
5.1.15. Authority understands and accepts that any issues with the System beyond Armanino's reasonable control (such as software bugs that are not resolved with reasonable configuration efforts or workarounds) are not Contractor's responsibility and shall not relieve Authority of its contractual payment obligations. Contractor will work closely with the relevant software provider or other necessary third parties in an attempt to resolve these issues on Authority's behalf, at additional cost.
5.1.16. Any functionality not in a software product as of the date of this Agreement is out of scope unless otherwise noted herein. Implementing additional future functionality once generally available in the product may require additional services and costs.
Agreement with Armanino, LLP/Exhibit A-Scope of Services Rev. 07-01-18
5.1.17. Contractor is not responsible for any third party cost, whether software or otherwise, or incidental or consequential costs or liabilities that Authority may incur in connection with the Services, including as may result from project delay due to any cause whatsoever, regardless of whether Contractor has been advised regarding such cost.
5.1.18. If Contractor is forced to work weekends or after normal business hours due to project delays caused by the Authority, Contractor may require a Change Order in advance and additional costs may be incurred
5.1.19. A professional, r~spectable work environment must be maintained by both Parties.
5.2. Business Process
5.2.1. Authority is responsible for coordinating and facilitating internal decision making on Authority business processes.
5.2.2. Authority is responsible for providing accurate and complete documentation of its existing and "to-be" business processes as requested by Contractor for the Services. If Authority fails or omits to provide information requested by Contractor to conduct its assessment, additional Contractor time may be necessary to review processes and capture Authority's requirements. Such additional effort will be incremental to the fee estimate and require a change order.
5.2.3. Contractor is responsible for conducting necessary interviews and walkthroughs of all the business processes performed by the Manco staff to understand the current business processes and structure as per the scope identified herein.
5.3. Change Management
5.3.1. Authority shall be responsible for internal change management execution.
5.4. Configuration & Data Transfer
5.4.1. Authority will provide timely access to Client Resources and Subject Matter Experts (SMEs) to validate the system configuration.
5.4.2. Authority is responsible for providing new master data records and/or opening balances in proper format in the templates provided by Contractor to import into the new instance of Dynamics GP. Authority will provide timely and accurate feedback regarding system functionality and populated data.
5.5. Assessment
5.5.1. Authority will provide resources and subject matter experts (SMEs) with knowledge of current "as-is" processes and documentation where available.
5.5.2. Contractor will provide sufficient resources to obtain a complete understanding of ManCo.'s current business processes, system configurations, and provide necessary recommendations to streamline the processes in accordance with the requirements defined in this Agreement.
5.5.3. Authority will schedule capacity to support project schedule.
5.5.4. Authority will provide access to current roadmap and any existing plans and requirements documents previously developed, if available.
Agreement with Armanino, LLP/Exhibit A-Scope of Services Rev. 07-01-18
5.5.5. Any recommendations will be implemented at a later date through subsequent engagements.
5.5.6. Authority will make financial leadership team available to provide software specific assumptions.
5.6. Concur I Dynamics GP Integration
5.6.1. Authority acknowledges that any product issues requiring TIBCO Scribe Support (the middleware technology for the Integration Pack) and/or engineering assistance that cannot be resolved by Contractor may delay the agreed upon go live or project completion dates and is not a reason to withhold payment for services rendered.
5.6.2. If as part of the project any software product does not function as documented by the software provider or if conversion data (if applicable) does not upload as intended by the software provider in a way beyond Contractor's control, Contractor will work closely with the relevant software provider to resolve such issues on Authority's behalf. No such effort has been included in the current estimate and, if applicable, will be incremental to the estimate provided.
5.6.3. Authority will subscribe to Microsoft Dynamics GP Web Services as required under a separate agreement with selected Dynamics GP Hosting service provider.
5.6.4. Active Directory is required, the server must be joined to a domain.
5.6.5. Storage requirements minimal - approximately 1 gig additional disk space required for install, Client will provide necessary space for Armanino.
5.6.6. Web Services security database will be created in SQL - minimal disk space needed for this database is assumed available.
5.6.7. Authority will provide a test Microsoft Dynamics GP environment which is identical to the production environment.
5.6.8. It is assumed Authority's server meets the Microsoft system requirements for the current Dynamics GP version.
5. 7. DYNAMICS GP
5.7.1. Chart of accounts will be the same for all companies.
5. 7 .2. Vendors and customers will be the same for those companies that use AP and AR.
5. 7 .3. Module setup and configuration documents will be the same for all companies.
5.7.4. During the Plan & Analyze phase, Authority will have the key people at the workshops to make these meetings efficient.
5.7.5. Data import estimate is based on one sample test load and one final data load. Additional data loads will be incremental to the estimate provided.
5. 7.6. Minimum changes to standard Dynamics forms are assumed for the reports listed to be modified. Major changes will require additional effort.
5.7.7. Training course content will be defined during the Plan & Analyze phase per your needs. Objective will be to enable Authority's users to become proficient on the functionality for the project. If additional training is desired, Contractor Agreement with Armanino, LLP/Exhibit A-Scope of Services Rev. 07-01-18
can adjust its estimate. Custom training manual prices are not included in current estimate.
5.7.8. Should Authority decide to change its current chart of accounts, customer IDs or vendor IDs (or other master data elements) as part of this project, there will be additional time required from Authority's team to create "maps" to provide the new data in Contractor's data templates. This will typically slow down the project and require additional effort on Authority's part. In the event that additional effort is necessary from the Contractor, a Change Order will be required.
6. ACCOUNTING ENABLEMENT ASSESSMENT AND ROADMAP SERVICES
6.1. Current State People, Process and Technology Assessment
6.1.1. Contractor shall examine current state processes and organization with an eye for transformation to:
6.1.1.1. Improve and potentially automate transactions and reporting non NFL financials to the Authority.
6.1.1.2. Understand actual needs, and then identify ways to address efficiency, GAAP reporting, and improve capabilities.
6.1.1.3. Allow personnel within the organization to focus on the right activity by creating dedicated roles and processes for non-NFL business transactions and reporting.
6.1.2. Contractor shall examine existing technology configuration and evaluate existing processes, modules and usage relevant to enabling future growth opportunities and better operational efficiencies.
6.2. Future State Recommendations (Roadmap)
6.2.1. Contractor shall identify and document recommended business process changes and range of options for near term and longer-term goals.
6.2.2. Contractor shall develop high-level future state people (staffing), process and technology roadmap in conjunction with leadership of the Santa Clara Stadium Authority and Stadium Manager.
7. CONCUR/ DYNAMICS GP INTEGRATION
7 .1. Integration Modules
7.1.1. Payables Invoices
7.1.1.1. Contractor shall integrate SAP Concur Invoices to the following location in Microsoft Dynamics GP:
7.1.1.1.1. Payables Invoices and/or
7 .1.1.1.2. Journal Entries
7 .1.2. Expense Reports
7 .1.2.1. Contractor shall integrate SAP Concur Expense Reports to the following location in Microsoft Dynamics GP:
7.1.2.1.1. AP Bills and/or
Agreement with Armanino, LLP/Exhibit A-Scope of Services Rev. 07-01-18
7 .1.2.1.2. Journal Entries
7.2. Integration Configuration
7 .2.1. Contractor shall update up to four ( 4) list items in SAP Concur from Microsoft Dynamics GP. Contractor shall work with Authority to define the lists prior to integration. Contractor shall work with Manco to obtain data in the system to determine viability.
7.2.2. Contractor shall integrate up to two (2) Dynamics GP Databases. 7 .2.3. Contractor assumes that:
7 .2.3.1. Multi-Currency is available.
7.2.3.2. Dynamics GP will be the master source of data unless otherwise noted.
7.2.3.3. The integration will follow the mapping in Appendix A-1. 7 .2.3.4. Up to three (3) custom fields are included in this scope. Note that custom fields must be defined prior to integration mapping, and available in export from SAP Concur/available field within Dynamics GP.
7.2.3.5. SAP Concur extract will dictate availability of Dynamics GP fields to populate. Contractor cannot guarantee all requested fields will be available until a final SAP Concur extract file can be reviewed.
7.2.3.6. SAP Concur extract must be in standard accounting extract format.
Export data will affect available integration points. Authority will work with SAP Concur to create extract file in SAP Concur's standard accounting extract.
7 .2.3. 7. SAP Concur extracts will be comma delimited and not in a compressed (zip) format.
7 .2.3.8. Additional integration objects will affect overall project timeline and cost
7.2.3.9. Dynamics GP sandbox environment will be necessary for initial set up of integration. Sandbox must match production exactly at all times during implementation.
7.3. Out of Scope items
7 .3.1. The following are out of scope items and will be at additional charge should the Authority require Contractor to perform the services:
7.3.1.1. Data extraction from Authority's legacy system(s), cleansing or enrichment, including formatting of extract file.
7 .3.1.2. Custom Reports.
7.3.1.3. Development or delivery of any customized/Company-specific client or end-user training.
7 .3.1.4. Any customization required if sandbox environment does not match production.
Agreement with Armanino, LLP/Exhibit A-Scope of Services Rev. 07-01-18
7.3.1.5. Any functionality not in the product as of the date of the execution of this Agreement, unless otherwise noted in this Exhibit. Implementing additional future functionality once generally available in the product may require additional services and costs.
8. DYNAMICS GP IMPLEMENTATION
8.1. Phase I - Plan & Analyze
8.1.1. Project Requirements Analysis
8.1.1.1. Contractor shall conduct discovery workshops to assess the current business and reporting processes, and provide recommendations for the setup and use of Dynamics GP related to these modules. If process flows and existing processes are not available and established, additional time may be required to perform process engineering and design.
8.1.1.1.1. General Ledger
8.1.1.1.2. Chart of Accounts Review
8.1.1.1.3. Accounts Payable
8.1.1.1.4. Bank Reconciliation
8.1.1.1.5. Accounts Receivable
8.1.1.1.6. Purchase Orders with Approval Workflow
8.1.1.1.7. Fixed Assets
8.1.1.1.8. Sales Order Processing
8.1.1.1.9. Mekorma MICR Check Printing
8.1.1.1.10. Encore Business Solutions Project Tracking with Budgets
8.1.1.1.11. Management Reporter
8.1.1.1.12. Standard Reports for Non-NFL Events
8.1. 2. Deliverables
8.1.2.1. Updated Scope of Services and level of estimate if needed
8.1.2.2. Module/Report Specification Recommendations Based on Assessment
8.1.2.3. Training Plan
8.2. Phase II - Design & Configure
8.2.1. Software Initial Installation
8.2.1.1. Contractor shall configure and install system and application software in accordance with the Authority-approved business process map developed during Phase I. The software subscription period start date will be the date of the Dynamics GP
implementation kick-off meeting. The Dynamics GP software and related 3rd party software Encore Project Tracking w/Advanced Agreement with Armanino, LLP/Exhibit A-Scope of Services Rev. 07-01-18
Analytics, Encore Project Tracking Budgeting, and Mekorma MICR for Payables, will be provided by the designated Dynamics GP hosting service provider under a separate agreement between the Authority and the designated Dynamics GP hosting service provider.
8.2.1.2. Contractor shall create both test and production databases and provide Authority with secure access.
8.2.2. Solution Build
8.2.2.1. Contractor shall set up Dynamics GP for the following modules based on requirement assessments:
8.2.2.1.1. General Ledger
8.2.2.1.2. Chart of Accounts Review
8.2.2.1.3. Accounts Payable
8.2.2.1.4. Bank Reconciliation
8.2.2.1.5. Accounts Receivable
8.2.2.1.6. Purchase Orders with Approval Workflow
8.2.2.1.7. Fixed Assets
8.2.2.1.8. Sales Order Processing
8.2.2.1.9. Mekorma MICR Check Printing
8.2.2.1.10. Encore Business Solutions Project Tracking with Budgets
8.2.2.1.11. Management Reporter
8.2.2.1.12. Standard Reports for Non-NFL Events
8.2.2.2. Contractor shall migrate master file data for vendors and customers.
Authority has made the decision to not migrate any General Ledger transaction or transaction summary data. Migration of any General Ledger monthly summaries may require a change order.
8.2.2.3. Contractor shall create reports and business forms (e.g., AP Checks) based on requirement assessments.
8.2.3. Deliverables
8.2.3.1. Solution Review Walkthrough Support
8.2.3.2. Default User Testing Plan provided to Authority for editing
8.3. Phase Ill - Test and Train
8.3.1. System Administrator Training
8.3.1.1. Contractor shall offer at least eight (8) hours of on-site and/or remote based training to system administrator(s) in the form of "train-the-trainer" to enable them to learn the software functions and subsequently provide future training for new users.
8.3.2. End User Training
Agreement with Armanino, LLP/Exhibit A-Scope of Services Rev. 07-01-18
8.3.2.1. Contractor shall deliver at least thirty-two (32) hours of on-site ( or remote training using screen share and video as is appropriate given shelter in place orders) training to end-users for the following Dynamics GP modules:
8.3.2.1.1. General Ledger
8.3.2.1.2. Management Reporter
8.3.2.1.3. Accounts Payable
8.3.2.1.4. Bank Reconciliation
8.3.2.1.5. Accounts Receivable
8.3.2.1.6. Encore Business Solutions Project Tracking with Budgets
8.3.2.1.7. Purchase Orders with Approval Workflow
8.3.2.1.8. Fixed Assets
8.3.2.1.9. Sales Order Processing
8.3.2.1.10. Mekorma MICR Check Printing
8.3.2.1.11. Standard Reports for Non-NFL Events
8.3.3. User Acceptance Testing
8.3.3.1. Contractor shall provide User Acceptance Testing (UAT) support.
However, the Authority shall hold primary responsibility for:
8.3.3.1.1. Creating UAT business cases/scripts and executing UAT scripts.
8.3.3.1.2. Ensuring the necessary master data is available in the test environment to execute test cases.
8.3.3.1.3. Ensuring all UAT testers have been properly trained on their UA T responsibilities and the software.
8.3.3.1.4. Signing off on the completed UAT before the system can be moved to production.
8.3.3.2. Should Authority require Contractor to create UAT business cases/scripts and execute the UAT scripts, Contractor estimates 1-3 days onsite at additional cost.
8.3.4. Deliverables
8.3.4.1. Trained Stakeholders
8.3.4.2. Signed-off Client User Acceptance Test (UAT)
8.4. Phase IV - Deploy
8.4.1. Processes
8.4.1.1. Authority has made the decision to not migrate any general ledger transaction or transaction summary data.
Agreement with Armanino, LLP/Exhibit A-Scope of Services Rev. 07-01-18
8.4.1.2. Contractor shall perform data migration at cutover for open Accounts Receivable, open Accounts Payable, and open Bank Transactions (up to 4 checkbooks).
8.4.1.3. Contractor shall provide "Go Live" support to ensure that all aspects of the system are operating as expected.
8.4.1.4. First Month-end Closing - Contractor will assist in performing the monthly close of the General Ledger, Accounts Receivable, and Accounts payable, reconciling sub-ledgers to the General ledger, and discussing financial accruals.
8.4.2. Deliverables
8.4.2.1. Month-end Closing Checklist
8.4.2.2. Financial Reporting Policies including high level policies such as, what levels of write-offs need approvals; however this engagement does not include standard operating procedures or desk
procedures. Additional training and desktop procedures or internal controls documentation can be provided in a separate engagement as required.
8.4.2.3. Non-NFL Events Financial Reports
9. ADDITIONAL SERVICES
Unless otherwise included in this Scope of Services, any additional services required shall be at additional cost. Additional services include but are not limited to:
9.1. Customized Training Plan
9.2. Creation of Desk Procedures
9.3. UAT Planning & Administration
9.4. Managed Services
Agreement with Armanino, LLP/Exhibit A-Scope of Services Rev. 07-01-18
APPENDIX A-1
STANDARD MAPPING ASSUMPTIONS FOR CONCUR/ DYNAMICS GP
INTEGRATION
GP Payables Document Integration
GP {Destination) Type Source
BatchKey Id String "CONCUR"
Date DateTime
Description String
DocumentAmount Value Decimal expensereport. TotalApprovedAmount PurchasesAmount Value Decimal expensereport. TotalApprovedAmount VendorDocumentNumber String expense report. ID
VendorKey ID String
GP Payables Document Integration
GP (Destination) Type Source
CreditAmount Value Decimal "O"
DebitAmount Value Decimal expensereport.expensereport entries.JournalAmount Distribution Type Key Id String 6
DocType lnteger16 1
GLAccountKey_lD String
Key PayablesDocumentKey Id String PayableslnvoiceCreate.Key Id Key SequenceNumber lnteger32 PayableslnvoiceCreate. Key Id Vendorld String
GP Journal Entry Integration
GP (Destination) Type Source
AddressKey ID String(15)
Amount1099 Currency String(3) "USO"
Amount1099 Decimal Digits lnteger32
Amount1099 Value Decimal Amount
ApplyWithholding lnteger16
BackupFreightAmount Decimal
BackoutMiscAmount Decimal
BackoutPurchaseAmount Decimal
BatchKey Id String(15) "Concur''
Agreement with Armanino, LLP/Exhibit A-Scope of Services Rev. 07-01-18
1. MAXIMUM COMPENSATION
EXHIBIT B
SCHEDULE OF FEES
The maximum compensation the Authority will pay Contractor for all professional fees, costs and expenses provided under this Agreement shall not exceed One Hundred Ninety-Eight Thousand Four Hundred Sixty Dollars {$198,460), subject to annual appropriation of funds.
Any additional professional fees, costs and expenses requested by Authority that would exceed the preceding maximum amount will be addressed in an Amendment to the Agreement.
2. FEES FOR PROFESSIONAL SERVICES
2.1. Accounting Enablement Assessment & Roadmap Services Contractor fees for the Accounting Enablement Assessment & Roadmap Services as specified in Section 6 of Exhibit A will be a fixed fee of $60,900. The fee will be invoiced by Contractor and payable as set forth in Table B-1:
T bl B 1 A a e - . ccoun mg na f E bl emen tA ssessmen t& R d oa mao s ervIces F ees Description Total
Accountino Enablement Assessment & Roadmap Services $58,000 Administration & Technoloov Fee- 5% $2,900
Total Cost $60,900
Pavment Terms Total
100% Billed Upon Authority's Signature $60,900
2.2. Concur / Dynamics GP Integration
Contractor fees for the Concur I Dynamics GP Integration Services as specified in Section 7 of Exhibit A will be a fixed fee of $8,400. The fee will be invoiced by Contractor and payable as set forth Table B-2:
T bl B 2 C a e - . oncur ID 1ynamIcs n egra ,on GP It f F ees Description Total
Concur I Dvnamics GP lnteoration Services $8,000
Administration & Technoloov Fee - 5% $400
Total Cost $8,400
Pavment Terms Total
100% Billed Upon Authority's Signature $8,400
2.3. Dynamics GP Implementation
2.3.1. The Dynamics GP Implementation Services as specified in Section 8 of Exhibit A will be provided on a time-and-materials basis, based on the actual number of hours worked by Contractor. Table B-3 below represents Contractor's best estimate of fees and Table B-4 provides the hourly rates for Agreement with Armanino, LLP/Exhibit B-Schedule of Fees Rev. 07-01-18
personnel actually engaged in the services. Authority understands and agrees that actual fees may differ. The estimate of fees does not account for presently unknown circumstances that create uncertainty, such as Authority's level of participation, complexity of business processes and requirements, changes in scope of work, changes in assumptions, or other conditions outside of Contractor's reasonable control. Contractor shall notify Authority if cost estimates will be exceeded, and any changes will be addressed through the Change Order process described in this Agreement.
Table B-3: Dynamics GP Implementation Estimate of Hours Project Phase/Stage Low High
Project Management (status reports, 50
issue log, etc.)
71 Phase 1 - Plan & Analyze 75 109
Phase 2 - Design & Configure 99 137
Phase 3-Test & Train 47 68
Phase 4 - Deploy 26 37
Total Estimated Hours 297 422
Services Estimate (Rounded) $69,800 $99,200
Administration & Technoloav Fee $3,490 $4,960
Total Estimated Fees $73,290 $104,160
T bl B a e -4: Dynamics GPI mp ementation ate c e u e R Shdl Classification Hourly Rate
Consultant $225
Sr. Consultant $245
Manager / Sr. Manager $250-300
Director / Partner $350-450
2.3.2. Contractor shall invoice Authority twice monthly based on the time and materials incurred during the previous half month.
2.4. ASSUMPTIONS
2.4.1. Should Authority terminate the Agreement before completion of the Services, Contractor will be entitled to payment for hours actually worked at standard hourly rates as set forth in this Exhibit through effective date of termination.
2.4.2. The fees include Contractor's standard administrative and technology fee equal to 5% of the consulting fees. This fee includes costs such as engagement and project management technology (e.g., hosted/cloud services, equipment, internet and engagement software), time for scheduling resources, billing report production and, where applicable, local travel time for local resources staffed on the Project. It is anticipated that there will be no other reimbursable expenses for this Project. In the event reimbursable expenses are going to be incurred, Authority will require pre-approval.
2.4.3. Contractor shall perform Services during normal business hours (defined as 7a.m. to 7p.m. Monday through Friday, U.S. Pacific Time). If Authority requests that Contractor perform its work during non-business hours, and Contractor agrees to proceed with such work, Authority may be charged a premium in the amount of 25% of the standard hourly rate for the individual(s) Agreement with Armanino, LLP/Exhibit 8-Schedule of Fees Rev. 07-01-18
performing such work. Authority may be charged a premium in the amount of 100% (double the standard hourly rate) if work is required to be performed on official holidays. In no event will Contractor be paid premium pay for work completed during non-business hours due to Contractor's delay or fault.
3. ADDITIONAL SERVICES
In the event that additional products and/or services are required that are outside the scope of this agreement, then Authority and Contractor shall negotiate a price for such products and/or services. Authority has set aside the amount $25,000 for the payment of additional products and services. The Parties shall execute a Change Order outlining the services and/or products requested in accordance with Section 26 of the Agreement.
4. GP-CONCUR INVOICES INTEGRATION PACK SUBSCRIPTION AGREEMENT The annual fees for GP-Concur Invoices Integration Pack Subscription Agreement shall be as provided in Exhibit D. A separate Purchase Order (PO) will be issued for each year at the discretion of the Authority. This PO shall not be included in calculating the Maximum Compensation under this Agreement.
5. INVOICING
Authority will pay Contractor within thirty (30) days of Authority's receipt of an approved invoice.
Agreement with Armanino, LLP/Exhibit 8-Schedule of Fees Rev. 07-01-18
EXHIBIT C
INSURANCE REQUIREMENTS
Without limiting the Contractor's indemnification of Authority, and prior to commencing any of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect during the period of performance of the Agreement and for twenty-four (24) months following acceptance by Authority, at its sole cost and expense, the following insurance policies from insurance companies authorized to do business in the State of California. These policies shall be primary insurance as to the Santa Clara Stadium Authority so that any other coverage held by Authority shall not contribute to any loss under Contractor's insurance. The minimum coverages, provisions and endorsements are as follows:
A. COMMERCIAL GENERAL LIABILITY INSURANCE
1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$1,000,000 Each Occurrence
$2,000,000 General Aggregate
$2,000,000 Products/Completed Operations Aggregate
$1,000,000 Personal Injury
2. Exact structure and layering of the coverage shall be left to the discretion of Contractor; however, any excess or umbrella policies used to meet the required limits shall be at least as broad as the underlying coverage and shall otherwise follow form.
3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a "pay on behalf' basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.
B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at Agreement with Armanino, LLP/Exhibit C-lnsurance Requirements Rev. 07-01-18
least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned (if any), non-owned and hired autos.
C. WORKERS' COMPENSATION
1. Workers' Compensation Insurance Policy as required by statute and employer's liability with limits of at least one million dollars ($1,000,000) policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accident/Bodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.
2. The indemnification and hold harmless obligations of Contractor included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Contractor or any subcontractor under any Workers' Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).
3. This policy must include a Waiver of Subrogation in favor of the Santa Clara Stadium Authority, its respective governing boards, commissions, officers, employees, volunteers and agents.
D. PROFESSIONAL LIABILITY
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against negligent acts, errors or omissions of the Contractor. Covered services as designated in the policy must specifically include work performed under this agreement. Coverage shall be in an amount of not less than one million dollars ($1,000,000) per claim or two million dollars ($2,000,000) aggregate. The Authority understands and approves that Contractor's coverage contains a self retention.
E. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.
1. Additional Insureds. Santa Clara Stadium Authority, its respective governing board, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Contractor's work for Authority, using Insurance Services Office (ISO) Endorsement CNA74879XX (1-15).
2. Primary and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the indemnities may possess, including Agreement with Armanino, LLP/Exhibit C-lnsurance Requirements Rev. 07-01-18
any self-insurance or self-insured retention they may have. Any other insurance indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor's insurance.
3. Cancellation.
4. a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non-payment of premiums shall be effective until written notice has been given to Authority at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of non-renewal.
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to Authority at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of non renewal.
Other Endorsements. Other endorsements may be required for policies other than the commercial general liability policy if specified in the description of required insurance set forth in Sections A through E of this Exhibit C, above.
F. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and Authority agree as follows:
1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Contractor agrees that upon request by Authority, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to Authority for review.
2. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge Authority or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with Agreement with Armanino, LLP/Exhibit C-lnsurance Requirements Rev. 07-01-18
reference to Authority. It is not the intent of Authority to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against Authority for payment of premiums or other amounts with respect thereto.
3. Authority reserves the right to withhold payments from the Contractor in the event of material noncompliance with the insurance requirements set forth in this Agreement.
G. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to Authority and as described in this Agreement. Contractor shall file with Authority all certificates and endorsements for the required insurance policies for Authority's approval as to adequacy of the insurance protection.
H. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance ( or its equivalent), evidencing all required coverage shall be delivered to Authority, or its representative as set forth below, at or prior to execution of this Agreement.
Upon Authority's request, Contractor shall submit to Authority copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to Authority pursuant to this Agreement shall be e-mailed to:
EBIX Inc.
Santa Clara Stadium Authority
P.O. Box 100085- S2
Duluth, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
I. QUALIFYING INSURERS
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by Authority or its insurance compliance representatives.
Agreement with Armanino, LLP/Exhibit C-lnsurance Requirements Rev. 07-01-18
EXHIBIT D
GP-CONCUR INVOICES INTEGRATION PACK SUBSCRIPTION AGREEMENT T erm: I f 11 Y rn Ia ear, commencing upon u omv s sIgna ure A th 't' Product name Description Annual Fee
The GP-Concur Invoices Integration Pack includes the
migration of Invoices to AP Invoices within GP. The
GP-Concur Invoice Integration Pack can run on-demand as well as in a $2,500 Integration Pack scheduled capacity.
The GP-Concur Expense Reports Integration Pack
includes the migration of Expense Reports to AP
GP-Concur Expense Invoices within GP. The Integration Pack can run on- $2,500 Reports Integration Pack demand as well as in a scheduled capacity.
Integration Packs include year-round hosting,
Support with Integration monitoring, first level support, and API level support for Included Packs upgrades of underlying cloud solutions and error- handling.
Annual Subscription Fee
The Integration Packs are subject to the Integration Pack Terms & Conditions ("Pack Terms") and the Concur Authorization and Terms of Use, both located at https://www.armaninollc.com/terms/ Upon signing this contract, Armanino Solutions, LLC ("Armanino Solutions") will generate an invoice for the first year subscription and support. 100% payment of our invoice is due to Armanino Solutions prior to delivery of the integration pack. The payments must be remitted to one of the following addresses:
Armanino Solutions, LLC
Routing# 121144696
Account# 1093525
CA Bank of Commerce
3595 Mt. Diablo Blvd., 2nd Floor
Lafayette, CA 94549
Overnight
Armanino Solutions, LLC
Attn: Accounts Receivable
12657 Alcosta Blvd., Suite 500
San Ramon, CA 94583
Lockbox/Mail:
Armanino Solutions, LLC
PO Box 399246
San Francisco, CA 94139-8285
All payments are non-refundable and software licenses and subscriptions and support agreements are non-cancellable mid-Term. A separate Purchase Order will be issued for each year at the discretion of the Authority.
All subscription licenses will automatically renew for additional subscription periods of one year at the then-current price and subject to the then-current version of the applicable terms unless either party gives the other party notice of non-renewal in accordance with the Pack Terms. Any increase to the fees may not exceed three percent (3%) over the previous year's fees. You will receive an invoice in advance of a Renewal Period, and Armanino Solutions reserves the right to immediately suspend access to the integration pack if the invoice is not paid in full before the Renewal Term begins. [SIGNATURES NEXT PAGE]
Agreement with Armanino, LLP/Exhibit D- GP-Concur Invoices Integration Pack Subscription Agreement
Rev. 07-01-18
$5,000
Armanino Solutions, LLC
12657 Alcosta Blvd #500
San Ramon, CA 94583
Santa Clara Stadium Authority
1500 Warburton Ave.
Santa Clara, CA 95050
United States
_Ryan Prindiville ________ _ fU' nt.(lf\\"(A j _ Sa I\ \l\.rl(,\ Print Name Print Name
_Officer ___________ _
Print Title
I ~/z1 /zo-z_,
Date of Sign¢ ure Date of Signature
Agreement with Armanino, LLP/Exhibit D- GP-Concur Invoices Integration Pack Subscription Agreement
Rev. 07-01-18
EXHIBIT E
CHANGE ORDER FORM
Pursuant to Section _ of the Agreement between the Authority and hereby amended as follows:
, the Agreement is
(The following language is hereby provided as an example of how to complete this form.)
1. Contractor shall provide the following additional services at the costs indicated below:
Total
2. The following services, products or deliverables are hereby deleted and the associated costs in amounts set forth below are also deleted.
Total
3. EXHIBIT _ is hereby amended to read as set forth in the Revised EXHIBIT _which is attached hereto.
4. All of the terms and conditions of the Agreement not modified by Change Order shall remain in full force and effect.
Maximum Contract Amount:
Total Cost of ChanQe:
Total Credit of Change:
Previous Amendments and/or Change Orders:
ACCEPTANCE
Contractor hereby agrees to accept the amount
set forth herein as payment in full of the work
described and further agrees that Contractor is
entitled to no additional time or compensation
for such work other than as set forth herein.
Armanino, LLP, Contractor Santa Clara Stadium Authority Date Date
Agreement with Armanino, LLP/Exhibit E - Change Order
Subscription Agreement
Rev. 07-01-18
s
P L A Z A
Framework Agreement
Betwee .n
The Santa Clara Stadium Authority
and
SaaSplaza lncn
Author SaaSplaza Inc
Date November S, 2020 (CAO# A20.0451)
Version 1.5 for Customers AMER
s s
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Contents
THE UNDERSIGNED .................................. ., ...................................................................................... , 2 TAKING INTO CONSIDERATION THAT ........................................................................................... 2 PARTIES AGREE AS FOLLOWS ...................................................................................................... 2 Section 1 Definitions .......................................................................................................................... 2 Section 2 Scope of this Agreemen t.. ............................................................................................... 3 Section 3 Rights and obligations of Customer ............................................................................. 4 Section 4 SaaSplaza Rights and Obligations ............................... , ............................................... 4 Section 5 MySaaSplaza ................................................................................................................... 4 Section 6 Fees and payments ........................................................................... ., ............................... s Section 7 Intellectual property and data protection ..................................................................... 6 Section 8 Confidentiality ................................................................................................................... 6 Section 9 Liability, Indemnification and Force Majeure .............................................................. 6 Section 10 Indemnity ............................................................. , .......................................................... 8 Section 11 Term and termination ............................. ,. .................................................................... 8 Section 12 Consequences of terminat ion ....... , ............................................................................. 9 Section 13 Non performan ce ............................................................................................................ 9 Section 15 Governing Law and Disputes ...................................................................................... 10 Section 16 Miscellaneous ........................................................................... , .................................. 10 Section 17 Export compliance ....................................................................................................... 10 Section 18 Anti-corruption and compliance with law ................................................................. 10 Section 19 Execution ......................................................................................... , ........................... 11 Exhibit 1 - Service Level Agreements ................................................................... ............................ 12 Exhibit 2 - Personal Data Protection ................................................................................................ 13 1 THE UNDERSIGNED
SaaSplaza, Inc., a private corporation, incorporated under the laws of Delaware, USA, and with its principal place of business located at 5963 La Place Court, Suite 302, Carlsbad, CA 92008, United States of America. Hereinafter referred to as "SaaSplaza", and
The Santa Clara Stadium Authority, registered and maintaining its office at 1500 Warburton Avenue, Santa Clara, CA 95050, USA, hereinafter called the "Customer''; SaaSplaza and Customer are hereinafter also individually referred to as "Party" or jointly as "Parties" On this day of July 23, 2020, parties wish to lay down their agreement as follows:
TAKING INTO CONSIDERATION THAT
a) SaaSplaza is a "software as a Service" platform provider that offers Cloud Services that can be used by Customer;
b) Parties will cooperate and strive for a successful implementation of the Cloud Services of SaaSplaza for Customer as defined below;
e) Parties wish to document their respective rights and obligations with regard to their cooperation as stipulated in this Framework Agreement.
PARTIES AGREE AS FOLLOWS
Section 1 Definitions
Capitalized words in this Agreement are defined and have a meaning as set forth below:
1.1. Affiliate(s) any group company of SaaSplaza or Customer as applicable and all persons and entities directly or indirectly controlling, controlled by or under control of SaaSplaza or Customer, whereby control may be by management authority, equity, interest or otherwise.
1.2. Agreement: the underlying Framework Agreement including any and all Exhibits or Attachments hereto.
1.3. Exhibit: annex or attachment to this Framework Agreement which is incorporated herein by reference and which forms an integral part of this Agreement.
1.4. Cloud Service: the specific software solution and configuration delivered by SaaSplaza to the Customer making use of the Services.
1.5. Intellectual Property Rights: any and all intellectual property rights as granted in any jurisdiction such as copyrights, patent rights, trade name rights, trade mark rights, inventions, software, source codes, programming, symbols, names, images, designs, research and technical documents and materials, other intellectual and industrial property rights , utility 2 P L A Z A
model rights, and rights of action in relation to Confidential Information , and any rights of action in relation to trade names, trading styles and/or domain names;
1.6. MySaaSplaza : the secured portal which is used to communicate between Parties with regard to all relevant information in this Agreement , enter support tickets, and repository of Customer information.
1.7. Saas: Software as a Service; the delivery of software over an IP Network.
1.8. SaaSplaza Platform : the configuration of hardware, software and network used by SaaSplaza in order to deliver the Services to Customer.
1.9. SaaSplaza Price Sheets : the standard document in which all SaaSplaza's Services and the prices thereof are described and that is accessible via the MySaaSplaza portal.
1.10. Services : all services delivered by or on behalf of SaaSplaza , or by or on behalf of a third party software vendor directly to Customer in accordance with the Service Addendum and the SLA
1.11 . Service Addendum (or Service Agreemen t): the document containing specifications agreed to between Parties for the scope of delivery of the Services in order to enable the delivery of Cloud Services, including such Services to Customer that can be found on the MySaaSplaza portal.
1.12. SLA: the Service Level Agreement between Parties that is attached hereto as Exhibit 1 , or any Service Level Agreement of a third party software vendor .
1.13. Software: the applications offered by a software vendor and available on the SaaSplaza Platform which can be part of the Cloud Services.
1.14. EULA: a third party agreement regarding the use of Software or Service which directly applies between Customer and the concerning third party software vendor.
1.15. Unless the context otherwise requires, references to the singular number shall include references to the plural number and vice versa , reference to natural persons shall include bodies corporate, references to "include" and "including" shall be construed as incorporating "but not limited to" or "without limitation" , the use of any gender shall include all genders.
Section 2 Scope of this Agreement
2.1 . The Services will be delivered in accordance with the Service Addendum_and the SLA.
2.2. In the event any Cloud Services for Customer require Services other than the Services offered by SaaSplaza, Parties will consult and agree on the delivery of such other Services.
However, SaaSplaza has no obligation to deliver such other Services without any written and agreed upon arrangement.
2.3. Each Party will appoint a person (and a substitute) to discuss the execution of the Agreement on an annual basis.
2.4. Customer acknowledges SaaSplaza's right to refresh the terms and conditions of this Agreement , to safeguard the actuality of terms and conditions with SaaSplaza's evolving Services portfolio. SaaSplaza 's updates shall not materially reduce the level of functionality , support, and any other standards described in this Agreement. Customer will be notified two (2) months in advance of such intended changes and may terminate this Agreement or any Service Addendum if the intended changes are not acceptable to the Customer .
2.5. Customer shall comply in all respects with procedures set forth by SaaSplaza with respect to reporting, order processing and the like, provided such policies and procedures are reasonable and are notified by SaaSplaza to Customer in writing and that Customer is given at least 1 (one) month's advance notice of any change to a policy or procedure. Customer 3 s
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may terminate this Agreement or any Service Addendum if it reasonably considers that the proposed change to the policy or procedure will have a materially adverse effect on Customer.
2.6. Each Party is obliged to inform the other of any problems in the Services, the unauthorized use of Software or the Services or any dispute concerning the Services. If necessary, each Party will render all reasonable assistance necessary to solve the problems or to protect the position of the other Party.
Section 3 Rights and obligations of Customer
3.1 . If Customer requires access rights to the SaaSplaza environment, such as database administrator rights, operating system administration rights or any other rights enabling the Customer to influence the Software or the Services, the Customer will be fully responsible for any influence on the Software or Services. In any case, where the use of the preceding rights by Customer leads to disruption of the Service or Software of any sort, the SaaSplaza SLA shall not be applicable , nor can Customer hold SaaSplaza liable for any damage caused by actions of Customer. Any cost incurred by SaaSplaza to repair the disruption in the Service or Software will be charged to Customer. Furthermore, Customer shall indemnify SaaSplaza against any third party claims, including but not limited to, the licensors of the Software, as a result thereof.
3.2. The customer satisfaction of the Cloud Service is a joint responsibility of both Parties.
3.3. Customer is obliged to take care of the necessary Software licenses for the Cloud Services .
Each Service Addendum has to be completed and identifying which Software licenses are chosen and which Party will supply these Software licenses.
3.4. Customer will at any and all times comply with the terms and conditions for the use of the Software, as issued by the manufacturer, whether Customer or SaaSplaza is responsible for the licensing of the Software. Customer shall indemnify SaaSplaza for third party claims as a result of a breach of the guarantee stipulated in this Section.
Section 4 SaaSplaza Rights and Obligations
4.1. SaaSplaza will deliver the Services to Customer on a non-exclusive basis. SaaSplaza will perform the Services with best care and skill according to the Service Addendum and the SLA. SaaSplaza does not warrant that the Services and Software will operate in an error free manner, but shall endeavor to consistently provide a quality in its Services in accordance with this Agreement and the SLA. Upon malfunctioning of the Software, SaaSplaza will transfer to Customer its title to claim (if needed, available and possible) for the repair of the Software.
4.2. If SaaSplaza is responsible for the licensing of any Software it shall comply with the relevant license terms of the manufacturer for the distribution of the Software in question, except in the event of a EULA, which will be explicitly specified in the relevant Service Addendum. This accordingly may apply to relevant Service Level Agreements of third party software vendors.
4.3. SaaSplaza will provide Customer, via the MySaaSplaza portal, with standard usage information in sufficient detail and at sufficiently frequent intervals.
Section 5 MySaaSplaza
1.1. Parties will use the MySaaSplaza portal to inform each other about all relevant information regarding this Framework Agreement and the execution thereof. 4 s
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5.1 . Customer will have its own MySaaSplaza portal to create and manage its Cloud Services portfolio and to register all abovementioned information. It is essential that Customer keeps the information relevant for the execution of the Services accurate and up to date. Without such updated accurate information on Customer's MySaaSplaza site, SaaSplaza cannot guarantee the proper execution of this Agreement , including the SLA.
5.2. SaaSplaza is not liable for loss and/or other damages arising out of or connected with wrong or out of date information in the MySaaSplaza portal which is relevant for the execution of the Agreement.
Section 6 Fees and payments
6.1. The available Software and the prices related to the Services thereof as provided by SaaSplaza are documented in the SaaSplaza Price sheets.
6.2. All amounts payable by Customer under the Agreement are exclusive of any tax (including but not limited to withholding taxes and GSTNAT), custom duties or other government levies that have been or shall be imposed of whatever nature and in any jurisdiction. Customer shall bear and pay all such taxes.
6.3. Unless otherwise agreed in writing, invoicing will start as soon as SaaSplaza has delivered the Services, but in any event no later than two (2) weeks following the delivery of the Services by SaaSplaza to the Customer. In case Customer has substantiated reason not to accept the delivery, Parties will agree on a new delivery date within a reasonable timeframe .
6.4. SaaSplaza is entitled to adjust the prices for the Services once (1) per calendar year in accordance with reference to the percentage change in the United States CPI (Consumer Price Index as published by the US Bureau of Labor Statistics) over the most recent 12 months for which published data is available at that point in time. Such price adjustments will usually be announced in November and will be effective for the following calendar year beginning in January. SaaSplaza will invoice Customer monthly thereafter based on the Service Addenda in effect at that time.
6.5. The payment term of any invoice is net thirty (30) days upon receipt of an approved invoice.
6.6. Software License prices registered by SaaSplaza are charged according to vendor prices plus markup by SaaSplaza. SaaSplaza is entitled to adjust these prices with thirty (30) days' advance notice when price adjustments are announced by the vendor. Customer may terminate the Agreement or any Service Addendum if the price increase is not acceptable to Customer.
6.7. Any dispute(s) on an invoice need to be delivered in writing to SaaSplaza before the due date of the invoice including a reasonable rationale of the dispute and the amount the dispute reflects. When no such dispute is received within this timeframe, the invoices will be deemed undisputed.
6.8. If payment under this Agreement or any Service Addendum of any invoice is delayed more than 30 days, SaaSplaza is entitled to downgrade the Services and support thereof as prescribed in the SLA. If payment under this Agreement or any Service Addendum for any invoice is delayed more than 60 days, SaaSplaza shall no longer be bound by the SLA and SaaSplaza has the right to suspend or terminate the delivery of the Service(s). The foregoing is notwithstanding any other rights SaaSplaza shall have under the Agreement or under statutory law.
5 Section 7 Intellectual property and data protection
7 .1. All copyrights and all other intellectual and/or industrial property rights in the Services and Software as provided by SaaSplaza under this Agreement, in whatever form, will remain solely vested in SaaSplaza or its licensors and will not be assigned to Customer.
7.2. SaaSplaza shall not obtain ownership or intellectual property rights to Customer's data.
7.3. Customer will follow all reasonable instructions given by SaaSplaza from time to time with regard to the use of all intellectual and/or industrial property rights as documented above and other indications of the property and rights of SaaSplaza or its licensors and SaaSplaza will do the same for Customer in respect of Customer , their licensors or any Customers' intellectual or industrial property rights .
7.4. Parties shall respect the applicable laws and regulations with respect to data protection and shall not obtain ownership or intellectual property rights to each other's data. With regard to the protection of personal data, Parties shall observe the provisions set forth in Exhibit 2 (Personal Data Protection).
7.5. Parties warrant that, to the best of their knowledge, the intellectual property rights as set forth herein, to which they or their licensors are the proprietary owner(s), do not infringe upon any third party's intellectual property rights.
Section 8 Confidentiality
8.1. During the period of this Agreement and 5 years after termination of this agreement, Parties shall retain in confidence, and shall not use any and all information, related to this Agreement and the Services.
8.2. Parties will take all necessary measures to safeguard this confidentiality.
8.3. The Parties will oblige their employees and/or third parties to observe this obligation of confidentiality.
8.4. The obligations under this Section will not apply to (any part of) information and/or data which I.
II.
Ill.
IV.
8.5. is.
Already known to the other party
Publicly known
Received from a third party without restriction or
Disclosed pursuant to legal requirement or order
Both Parties warrant to treat any and all data and the information specified therein as strictly confidential and to prevent to transfer to and access for third parties without the prior written approval of the other Party. This obligation applies for an indefinite period of time.
Section 9 Liability, Indemnification and Force Majeure
9.1. SaaSplaza does not accept any statutory liability to pay damages unless and insofar as is described in this Section 9.
9.2. Any losses relating to any non-performance of SaaSplaza under the SLA will be assumed to be fully and finally settled by means of the compensation as set forth in the SLA. In the event however , that the non-performance by SaaSplaza in terms of unavailability exceeds 0.5% unavailability per month, and the maximum compensation of 40% of the monthly fee as set forth in the SLA, has been paid out, Customer may claim for its direct damages, as defined in this Section 9, and with the limitations and exclusions as set forth in this Section 9, provided 6 s s
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Customer can provide sufficient proof that its damages exceed the amount of the maximum compensation as paid out to Customer.
9.3. SaaSplaza' s total liability for attributable failure in the performance as stipulated in this Framework Agreement is limited to paying direct losses, provided such losses are sufficiently substantiated, up to a maximum of half of the amounts invoiced under the Agreement in the 12 months prior to the attributable failure (excluding taxes and license fees). Under no circumstances may reimbursement for direct losses exceed $ 50,000 (fifty thousand dollars) .
9.4. The term 'direct losses' is taken exclusively to mean the costs that Customer has reasonably had to incur in remedying or overcoming the failure on SaaSplaza's part whereas SaaSplaza's performance does meet the provisions of this Framework Agreement, and reasonable costs incurred in averting or mitigating such costs, and costs reasonably incurred in establishing the cause and extent of the failure.
9.5. SaaSplaza does not accept any liability for indirect damages and losses, including internal hours spent by Customer, consequential losses, and loss of profits, loss of savings and losses due to loss of business.
9.6. Other than in the circumstances as stated in this Section 9, SaaSplaza does accept any liability whatsoever for damages irrespective of the grounds on which an action for damages might be based. The maximum as stated in this Section will not apply, however, if and insofar as losses are the result of negligent intent or recklessness on the part of SaaSplaza.
9.7. SaaSplaza is only liable for attributable failure in performance of the provisions of the Agreement if: (i) Customer issues notice of failure to SaaSplaza immediately upon learning of such failure, and (ii) Customer provides in writing, with as much detail as possible, the nature of the failure, and (iii) Customer has allowed for a reasonable period of time in which to remedy the failure, and (iv) SaaSplaza continues to fail to perform its obligations even after that allowable period.
9.8. SaaSplaza accepts no liabilities arising out of or relating to Services rendered by third party vendors directly under the EULA. Neither Party shall be liable for loss or damages incurred by the other Party as a result of the first Party's failure to perform its obligations under this Agreement due to Force Majeure .
9.9. Force Majeure will be understood to mean and include damages or delay caused by acts of God, unforeseen acts of regulation or decrees of any government (de facto or de jure), natural phenomena , such as earthquakes and floods, fire, riots, wars, warlike conditions , hostilities, sanctions, revolutions , looting, plagues or other epidemics, shipwrecks, strikes, freight embargoes, any Force Majeure of suppliers of SaaSplaza or other causes , whether similar or dissimilar to those enumerated above, unforeseeable and prevent the total or partial carrying out of any obligation under this Agreement.
9.10. In the event of Force Majeure the Party being delayed or damaged thereby will inform the other Party as soon as possible but in any event within 7 (seven) days after the start of such Force Majeure specifying the nature of the Force Majeure as well as the estimated duration thereof. In the event the Force Majeure situation continues for more than 30 (thirty) days, then the Party who does not evoke Force Majeure, is entitled to terminate this Agreement and the relevant Service Addenda in place at that time, and SLA's by notice in writing and without either Party being entitled to any claim for damages . Otherwise both Parties' rights and obligations will be suspended and new time schedules and supply dates will be agreed upon between the Parties.
7 Section 10 Indemnity
10.1. Parties shall indemnify and hold each other harmless from and against any and all third party losses, claims, expenses (including reasonable attorney's fees) , suits, damages , costs , demands, or liabilities arising out of or relating to:
I. the breach of any warranty made in this Agreement by one Party to the other Party; II. breach of its obligations as set forth in Exhibit 2.
10.2. Customer shall indemnify and hold SaaSplaza harmless from and against any and all third party losses, claims, expenses (including reasonable attorney's fees), suits, damages , costs, demands, or liabilities arising out of or relating to any EULA Section 11 Term and termination
11 .1. The term of this Agreement shall commence as of the day and year set forth below and shall continue in force until terminated by a Party with 1 month's written notice or by either party as specified in clause 11.2.
11.2. Either party may terminate the Agreement extra-judicially should the other Party fail attributably to perform essential obligations under the Agreement and fails to remedy such failure within a reasonable time of being served notice of such default in writing, in accordance with Section 12 of this Agreement. Termination will not release Customer from any payment obligations in respect of the Services SaaSplaza has already delivered unless SaaSplaza is in agreement therewith.
11.3. Parties may terminate the Agreement with immediate effect without any more additional notice of default being required and without the terminating Party being liable for damages to the other on that account if that Party is granted a provisional or final moratorium, if application is made to have it declared insolvent, if any attachment is imposed on that Party's goods, in whole or in part, or if that Party's business is liquidated or terminated.
11.4. Termination of this Agreement is only possible after the term of all Service Addenda has been ended. Termination of any Service Addendum does not have effect upon this Agreement.
11.5. A Service Addendum shall, unless otherwise agreed in a specific Service Addendum :
I. Have a term of 1 calendar year in the event the total sum excluding taxes and licenses to be invoiced monthly under such Service Addendum will be less than $ 2,500 (two thousand five hundred dollars).
II. Have a term of 2 calendar years in the event the total sum excluding taxes and licenses to be invoiced monthly under such Service Addendum will be $ 2,500 (two thousand five hundred dollars) or greater .
Ill. Have a term of 3 calendar years in the event the total sum excluding taxes and licenses to be invoiced monthly under such Service Addendum will be $ 5,000 (five thousand dollars) or greater .
IV. Terminate automatically in the event of a termination or expiration of the EULA, if and insofar the Service Addendum specifically refers to the applicability of a EULA .
V. The Service Addendum based on a EULA have at least a term equal to the contractual term of the EULA, but at least 12 months from the moment of the first contractual agreed payments.
11 .6.Any and all Service Addenda will automatically be renewed for successive terms of 12 months, unless one of the Parties terminates the Service Addendum taking effect from the last day of the then current term, by giving at least 3 months' written notice prior to the end of the then current term.
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11. 7. In case a Service Addendum is terminated by Customer before the contractual end-date of the Service Addendum, the following termination fees are applicable:
a) Termination during the first year pay 100% of the remaining term. b) Termination during the 2nd year pay 75% of the remaining term. c) Termination during the 3rd year pay 50% of the remaining term. d) For termination of Service Addenda that refer to applicability of the EULA, the termination provisions of the EULA will be applicable
Section 12 Consequences of termination
12.1. Upon termination of this Agreement:
a) Each Party will immediately cease any use of intellectual or industrial property rights, owned by the other Party or the other Party's licensors, of which it has been granted license hereunder;
b) Each Party will immediately return to the other all originals and copies of all documentation, manuals, advertising material, confidential information and other materials supplied by the other to that Party.
c) Each Party will immediately cease to present itself as a business relation of the other Party.
d) All outstanding amounts or refunds will be immediately due and payable as of the date of termination of this Agreement; and any use by Customer of the Services, the Software and MySaaSplaza shall immediately cease and SaaSplaza is entitled to immediately make such Services, Software and MySaaSplaza unavailable for Customer. e) SaaSplaza will hand over all customer data on an agreed means of carrier as soon as all payment obligations of the Customer have been fulfilled;
12.2 . Upon termination of this Agreement, the provisions that by their nature are intended to remain in full force and effect, such as but not limited to Section 7 (Intellectual Property and Data Protection), Section 8 (Confidentiality), Section 9 (Liability, Indemnification and Force Majeure) and this Section 12 (Consequences of Termination) will survive.
Section 13 Non performance
If any Party fails in the performance of one or more of its obligations under this Agreement, the other Party will give the Party breach notice of default, unless performance of the obligation(s) in question is permanently impossible in which case the Party in breach will immediately be in default. The notice of default will be given in writing, whereby the Party in breach will be given a reasonable period of time to perform its obligation(s).
Section 14 Assignment and sub-contracting
1.1. Parties are not entitled to transfer the rights and obligations arising from this Agreement to a third party without prior written approval of the other Party. This approval will not be refused without good reason. If a Party wishes to make use of Services of third parties for the execution of this Agreement, either by sub-contracting, or by temporary hiring of personnel, it will be entitled to do so, provided that if the sub-contractor has access to Customer's Personal Data as defined in Section 7 and Exhibit 2, the sub-contractor is appointed on a separate written agreement which is on terms that are substantially the same as those set out in Exhibit 2 of this Agreement.
1.2. Any Party may assign rights and obligations in the event of the Party's merger, acquisition or other similar corporate restructuring, including but not limited to a transfer of assets. 9 Section 15 Governing Law and Disputes
The laws of the State of California, USA, is applicable to this Agreement and any dispute arising thereof. The Parties will first use all efforts in order to resolve any disputes and unforeseeable provisions related to this Agreement. Any disputes arising out of or in connection with this Agreement will be referred to and finally resolved by arbitration in California, USA.
Section 16 Miscellaneous
17 .1. The rights and obligations between Parties regarding the subject matter hereof are solely vested in this Agreement and the Exhibits that form an integral part of it. Any previous arrangements, in whatever form, are nonbinding.
17.2. Modifications to this Agreement can only be agreed upon by mutual consultation and in writing.
17.3. If any term or provision of this Agreement will be found to be illegal or unenforceable, then, notwithstanding any such illegality or unenforceability, this Agreement will remain in full force and effect and such term or provision will be deemed to be deleted. Parties will agree on new provisions to replace the provisions deleted aiming to achieve the same intent.
17.4. The headings appearing above the Sections of this Agreement are inserted for convenience only and will not affect the interpretation or operation of this agreement. 17 .5. The Parties will comply with all applicable laws and regulations in the performance of their obligations under this Agreement
Section 17 Export compliance
Customer and SaaSplaza in performing their obligations and exercising their rights under this Agreement, shall comply with all applicable export control and economic sanctions laws, rules, regulations and programs of the United States of America, European Union, European Union member states and other governments and with respect to the import, export, re-export , shipment, transfer, use, operation, maintenance and repair of goods, software, services and/or technical data, or the direct product thereof (collectively, "Trade Control Laws").
Section 18 Anti-corruption and compliance with law
18.1. Customer is committed to conducting its business free from unlawful, unethical or fraudulent activity. Customers' suppliers are expected to act in a manner consistent with the ethical and professional standards as set forward by Microsoft, see http://www.microsoft.com/en us/Leqal/Compliance/anticorruption/default.aspx
18.2. Without limiting Article 17 above, SaaSplaza represents and warrants that it is aware of, understands, has complied with, and shall continue to comply with, all applicable U.S., E.U., U.K. and foreign anti-corruption laws, including without limitation, the U.S. Foreign Corrupt Practices Act and U.K. Bribery Act.
18.3. Each Party shall comply with all applicable supranational, national, state, provincial and local laws, rules and regulations of
I. The State of California,
II. The United States of America,
Ill. The European Union,
IV. any country or other jurisdiction specified in a Service Addendum, and any other country or other jurisdiction to the extent applicable to a Party's activities in connection with this Agreement. In no event shall either Party be obligated under this Agreement to take any 10 s
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action that it believes, in good faith, would cause it to be in violation of any laws, rules or regulations applicable to it; provided however, if SaaSplaza believes that its performance of any of the Services would result in such a violation, SaaSplaza shall promptly notify Customer and the Parties shall promptly and using commercially reasonable efforts, determine how SaaSplaza may perform the affected Services without violating any applicable law.
Section 19 Execution
IN WITNESS WHEREOF the Parties hereto have signed this Agreement in duplicate
THE SANTA CLARA STADIUM AUTHORITY
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Name: \)£{LY\AA .J· ~Cl,'\ flll\
(Print Name) Cv\'i M.l~Jt,1 e.
Title: ____________ _
Date: _ l \ \~ \1-0V\
APPROVED AS TO FORM:
SANTA CLARA STADIUM AUTHORITY
11 SAASPLAZA INC.
BY:
Name: Olivier Meynier
(Print Name)
Title: Global Director of Strategic Initiatives
Date: _3/15/2021
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Exhibit 1 - Service Level Agreements
- The SaaSplaza Service Level Agr eement (if applicable) The Microsoft Online Services Service Level Agreement (if applic able) 12 s
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Exhibit 2 - Personal Data Protection
Article 1 Additional definitions
1. Annex: an appendix to the Processing Agreement , which forms an integral part of the Processing Agreement;
2. Controller: the natural or legal person, public authority, agency or any other body which alone or jointly with others determines the purposes and means of the processing of Personal Data; where the purposes and means of processing are determined by national or Community laws or regulations. The controller or the specific criteria for his nomination may be designated by national or Community law.
3. Data Subject: an identified or identifiable natural person; an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his physical, physiological, mental, economic, cultural or social identity;
4. Processing Agreement: this agreement;
5. Agreement: the Framework Agreement on the basis of which Personal Data are/will be Processed;
6. Personal Data: any information relating to a Data Subject;
7. Processing: any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available , alignment or combination, blocking, erasure or destruction;
8. Processor. a natural or legal person, public authority, agency or any other body which processes Personal Data on behalf of the Controller .
Article 2 Controller and Processor of the Personal Data
2.1 The parties agree that Customer is the Controller and SaaSplaza the Processor of any Customer's Personal Data Processed pursuant to this Agreement and the relevant Service Addendum.
2.2 The Processor agrees to, to the extent of this Processing Agreement, Process Personal Data on behalf of the Controller.
2.3 The Controller warrants that the instruction to Process Personal Data is given in accordance with all applicable laws and regulations. Furthermore, the Controller warrants that the Personal Data is obtained in accordance with all applicable laws and regulations . The Controller indemnifies the Processor against all claims of third parties and fines imposed by any authority in relation to a breach - of any kind - of this warranty.
2.4 The Controller is solely responsible and liable for the Processing of Personal Data in the context of the Agreement, as well as for Processing of Personal Data that are created due to further Processing of data.
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Article 3 Technical and organizational protection measures
3.1 The Processor will deploy suitable technical and organizational measure to secure the Personal Data against loss and any form of unlawful Processing (the "Measures"). The Measures shall, taking into account the state of the art and the costs of deployment , warrant a suitable protection level, with due observance of the risks related to the Processing and the nature of the Personal Data to be secured. The Processor shall at least take Measures to secure Personal Data against erasure, loss of data, forgery, unauthorized distribution or access and any other type of unlawful Processing - whether unlawfully or by mistake.
3.2 The Measures taken by the Processor, as meant in the preceding paragraph, to protect the Personal Data are laid down in the SaaSplaza Control Framework and annually audited according the ISAE 3402 and SSAE 16 standards. The Controller auditor has verified these Measures and has confirmed these to be suitable and adequate. In accordance with applicable laws and regulation, the Controller remains at all times responsible and liable for the deployment of suitable technical and organizational measures.
Article 4 Confidentiality
4.1 The Processor shall instruct its employees that are involved in the execution of the Agreement to keep strict confidentiality regarding the Personal Data.
Article 5 Data breach
5.1 If the Processor detects any (attempted) unlawful or otherwise unauthorized processing of the Personal Data of the Controller, it will i) notify the Controller thereof as soon as reasonably possible and ii) take all reasonable measures to prevent or limit (further) violation of the US Personal Data Protection Acts and/or other privacy laws or regulations .
5.2 The Processor will notify the Controller promptly of any breach of the Measures that leads to or may lead to the unlawful processing or loss of Personal Data (a "Data Breach").
5.3 The notification described in the preceding paragraph will contain at least:
A description (including nature, moment and extent) of the Data Breach; The measures taken by the Processor to terminate the Data Breach or limit the consequences of the Data Breach; and
The expected time needed lo resolve the consequences of the Data Breach. 14 s s
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Article 6 Third parties and subcontractors
6.1 The Processor is entitled to engage third parties and/or subcontractors in the course of execution of this Processing Agreement.
6.2 The Processor is solely responsible for the third parties and/or subcontractors it has engaged and will impose on these parties the same (confidentiality) obligations that apply to the Processor itself. Moreover, the Processor will oblige these third parties not to engage a third party and/or subcontractor in order to perform its agreement with the Processor without prior written consent of the Processor, always taking into account the obligations of this Processing Agreement.
Article 7 Compliance with foreign Personal Data protection laws
7. 1 Parties agree to procure reasonable commercial endeavors to ensure compliance with all applicable Personal Data protection laws in the European and to update this Exhibit with any updated Personal Data protection laws as and when it may become reasonably aware of any updates.
15 s
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Service Level Agreement
For SaaSplaza Service s
Author
Date
Version
Classification
SaaSplaza
October 2016
8.4 for Customers
Public Information
s
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Table of Contents
Introduction ......................................................... .................................................................. ................. 4 Documentation ..................... ........................ ...................................................... ., ......... .•••••.•.•.•.....•.... 4 Third Party Cloud Services ............................................... .................................................. .................. 4 Validity ................. ................................................... ............................................................................ 4 Vers i oni ng .................................................................. ........ , .......... ....................................................... 4 Definitions ....................................... ............ .,, ........................ ................................ ................................... 5 What We Deliver ............................. ................ .............................................. ............................ ............... 7 Services ................ ........................................ , ....... .......................... , ................... ................................. 7 Performance .................. ................................................... ............................................... .................... .. 7 Security ................... ................... ................................................ ........................................ ................... 8 Backup ..................................... ......................................................................... ............ ....... ................ 8 Data Restore ..................................................... .......................... , ................. ........................... ....... 8 Mon ito r·i ng ............................... .................................................................. ............................ .............. 9 Patch Managemen t. ...... ........... ................................. ................. ................................ ................ ......... 9 Applic ation update s ......................... .......... ........... ... , .................................... ..................................... 9 Release management ........................... ,, ...................... ....................... , ............................................... 9 How We Work ................................................................... ........................................ ............... .............. 11 Service Deployment Phase .............. ., ...................... ................ ................................................. .......... 11 Service Management Phase ......................... .............. ............................................................. .......... 11 Support ..................... .................................................. ............ .,, ............................ ............................ 11 Service Center Hours of Operation ........... ................................. .. .............................. .................... 11 In ci dent s ...................................................................... ........................ .,. ............................................ 11 Service Requests .................................................... ........................................ .......... ......................... 12 Change Requests .................... ................................................................................. ............ .............. 13 Maintenance ..................................................................................................................................... . 13 Maintenance Windows ....... .................................. ............. ................................. ...................... .... 13 Emergency Maintenance .............................. .............. ................................................................... 14 Escalation ......................................... ............ ..................................................................................... 14 General escalation notes .,., .............................................. , ...................................... .......................... 14 Enforcement ......................... ..................... ........... , ............................................ .......................... .•.•.. 14 Acceptable Lawful Use ......................... .............. .............................. , ..................................... ........ 15 Prohibited Use .......................... .......................... .................... ............ .......................................... 15 © 2016 SaaSp laza
All rights reserved
2 s
L A Z A
Responsibl e Use ....................................... ...................................................................................... 15 What We Offer ....... ................................ ................................................................................................. 17 Availability .................................................... ................................ .................... .................................... .... 17 Incident Handling ................................................................................ , ............................................. 17 Change Handling ............................................................................ ..................................................... 17 What We Compensat e ............................................................................. .............................................. 18 On Availability .................................... ................................................................................................. 18 On Change Handling ..................................... ., ................................................................................... 18 Conditions ...................................... .................. ............................................... .,. ....................................... 18 Exel us ions ......................... .................. , .................................................................................................. 18 Addend um: Platform Servic es ............... .............. ............................ .......... .... ......................................... ..... 19 Service level exception .................................................................................. ........................................... 19 © 2016 SaaSplaza
All rights reserved
3 Introduction
SaaSplaza aims to provide world class Cloud Services to its Customer. This Service Level Agreement (SLA) describes the responsibilities and the service level guarantees of SaaSplaza in the delivery of the Services. The service levels and guarantees in this document are in effect upon acceptance by Customer of SaaSplaza's Service delivery. This SLA is only applicable if the Framework Agreement between Customer and SaaSplaza is in place at the time of ordering the Services.
For all non- Microsoft Dynamics Services the included Addendum on this SLA is applicable.
Documentation
This SLA stands within the context of the SaaSplaza Framework Agreement that the Customer has executed with SaaSplaza. Additional specific provisions with regards to this SLA may be included in the Service Addenda defining the specific delivery of the Services to Customer. Without a signed Framework Agreement this SLA is void .
Third Party Cloud Services
In the event SaaSplaza is delivering Cloud Services from a third party under the applicability of an EULA, this SLA is not applicable.
Validity
This SLA inherently applies to all Services provided by SaaSplaza and specified in the Service Addendum. This version of the SLA (see cover sheet for version number) replaces all previous versions of the SLA relating to the delivery of SaaSplaza's Services.
Versioning
SaaSplaza reserves the right to issue and publish a new version of this SLA on an annual basis and will become effective 1 month after publication .
© 2016 SaaSplaza
All rights reserved
4 s
L A Z A
Definitions
All capitalized words not defined in the SaaSplaza Framework Agreement have the following meaning:
Term
Authorized Users
Availability
Change (Request)
Cloud Service
Customer
Services
Disaster
Downtime
Emergency
Maintenance
Excluded Downtime
Incident Report
Maintenance Window
MMA
Definition
Designated employees of Customer with privileges to repmt Incidents or Jog Changes for Services.
Means the total time in the Month during which the Service is available .
Note that any Excluded Downtime does not affect availability calculations.
Change of a Service or Service configuration .
The specific set of software solutions and configurations delivered to the Customer
The end-user organization, having a contractual relationship with SaaSplaza that makes use of the Services for its business. Also included in this definition are parties who are working on behalf of the Customer to perform tasks and/or activities on the Platform.
All services delivered by SaaSplaza to a Customer in accordance with the Service Addendum and this SLA.
Disruptions in te1ms of Availability and/or security of such a scale that the customary preventive measures are insufficient to restore the Availability of Services within the service levels.
The duration , rounded in minutes , during which the Service is Unavailable.
Immediate maintenance which is required to recover or maintain Availability and/or security policies; and if directed or instructed by suppliers.
Total minutes in the Month attributed to:
(i) a scheduled downtime for which a Maintenance Window exists; or (ii) any other scheduled downtime for which SaaSplaza has notified the applicable parties within a reasonable time prior to such scheduled downtime; or
(iii) unavailability caused by factors outside of SaaSplaza's control, such as unpredictable and unforeseeable events that could not have been avoided even if reasonable care had been exercised.
The reporting of an event that is not part of the standard operation of a Service and that causes, or may cause, an interruption to, or a reduction in, the quality of that Service
The period during which SaaSplaza can perform announced maintenance that could result in reduced performance, Unavailability, or scheduled downtime.
Maximum Monthly period of Availability is equal to the number of hours per month, minus the time needed for planned maintenance. © 2016 SaaSplaza
All rights reserved
5 Partner
Penetration Test
Planning
SaaSplaza Platform
Non-production
Production
Primary Region
Private Cloud
Public Cloud
Response Time
Service Center
Service Deployment
Phase
Service Fee
Service Request
Stress Test
Unavailability
Urgent Changes
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L A Z A
A third party software vendor or value add reseller which may deliver services under the applicability of an EULA.
Test of a Service with the purpose of showing that the Service is adequately protected, with the stipulation that exclusively authorized users can, by standard means, gain access to the application and/or data.
Indication of lead time, effort and/or delivery.
The set of technical installations consisting of hardware and softw are fo r the delivery of Services in general.
Any Service put into operation without the intention to be a Production environment (often refer red to as acceptance, test, development , pre- prod or demo)
Services actually put into operation for their intended use by their intended users. The Services are relied on for organiza tion or commercial daily operations.
Is the SaaSplaza designated geographic region having a Service Center.
Private cloud is a cloud infrastructure running Services or Service Components operated for a single Customer which are running in an isolated logical part of the network . There may be certain shared components in a Private cloud.
Public cloud is a cloud infrast ructu re running Services or Service Components which are provided on an as-needed basis and are made available to Customer by sharing compute, storage and network resources.
Response Time is the ti me measured between a Report by Customer on an Incident and the moment that SaaSplaza notifies the Parties of the start of the Incident management process.
Is a SaaSplaza department staffed with personnel to provide the Parties support with the SaaSplaza Services.
The phase were activities are performed to setup and deploy services and service componen ts. The phase is preceding the phase were the services are delivered on a recurring basis.
A recurring fee for acquiring Services from SaaSplaza, typically charged either per (named) user per month or per capacity.
A request for information or advice or any other request related to a Service or Service component which does not require any change or reconfiguration of any component of the Services provided .
Test that determines the load under which a Service no longer functions and demonstrates the recovery of the Service after overload.
A Service is considered as unavailable upon detection by the SaaSplaza automated monitoring system; or if all attempts to connect to the Service are unsuccessful as a result of a Priority 1 Incident Report.
Are Changes that require prompt execution upon Customer request. The timing of the execution of an Urgent Changes is determined in consultation with a SaaSplaza Service Center. Urgent Changes are billable © 2016 SaaSplaza
All rights reserved
6 What We Deliver
Services
P L A Z A
SaaSplaza runs the full suite of Microsoft Dynamics applications offered in a Saas {Software as a Service) model. The Services can either be deployed in a Public or Private Cloud which are running on SaaSplaza managed cloud infrastructure, on Microsoft Azure, through a third party or a combination thereof . The technical installation and configuration fo r aforementioned services are executed according to the SaaSplaza best practices, aiming for high levels of Availability and performance. SaaSplaza and its Partners benefit from high level support from Microsoft since SaaSplaza's Platform is built on the Microsoft stack across the infrastructure stack . The commercial availab ility of SaaSplaza managed cloud infrastructure may vary per region.
SaaSplaza 's Services are typically charged (the SaaSplaza Service Fee) either per named use r/pe r month or per capacity. The SaaSplaza Service Fee covers a range of services and support features, all of which are designed to add lasting value to the overall Services offering.
The diagram depicts the various deployment models offered by SaaSplaza:
--Cloud platform----.
--En •lironment---,..
Performance
Partner
SaaSplaza
sub1cription
Partner/Customer
subscription
Microsoft Azure
Private Cloud
(ded;cated environme nt)
Customer
I
SaaSpl111Z11 Datil
Centers
Public Cloud
(shared environment)
Produc tion/P re-Produ ction
For Serv ices managed by SaaSplaza Saasplaza takes the primary responsibility fo r the design of the Services, including the installation of the Microsoft Dynamics applications. As such, SaaSplaza takes the necessary steps to ensure the overall proper performance of its Service .
In the event that functional configurations, vertical solutions, 3rd party add-on solutions, or customizat ions to the Microsoft Dynamics application impact the performance of the base Microsoft Dynamics application, upscaling of the SaaSplaza platform may be required to mitigate potential © 2016 SaaSplaza
All rights reserved
7 performance degradation. In such cases, additional infrastructure and/or Service fee s may be applicable.
Security
SaaSplaza uses policies and procedures to prevent unauthorized physical and logical access to the Services in order to protect Customer data in the best possible way.
SaaSplaza is committed to:
• Using a management control framework for ensuring Availability, information security and continuity.
• Base its security management controls, where applicable , on the ISO27001 standards as applicable.
• Having a dual standard audit (ISAE-3402, SSAE-16), performed annually by an accredited external party, that validates the design of the control framework as well as its existence and effectiveness.
Backup
For Services delivered from the SaaSplaza Cloud infrastructure, daily backups are performed as part of our standard service offering for data stored on local or network attached storage and all Microsoft SQL databases in simple mode. Excluded from these backups are swap/page, temporary, recycle, and system files. The backups follow a retention policy where the first 7 days are retained as well as the weekly restore points for the last 4 weeks .
For Services delivered from Microsoft Azure, daily backups are performed by default for all Microsoft SQL databases in simple mode. These backups follow a retention policy where the first 7 days are retained as well as the weekly restore points for the last 4 weeks.
SaaSplaza verifies the integrity of backups by means of random checks whereby disks and/or files are restored from a backup.
Backups of specific (custom) software, add -ons, etc . which require additional backup software, -logic or -procedures are explicitly excluded and the responsibility of the Customer. SaaSplaza can assist Customer to meet additional backup requirements .
Data Restore
Data can be restored from backups through a Change Request. The Customer can request the restore of data or databases for a specified date within the defined backup retention policy as described above. Restore time may vary depending on the size of the backup.
Upon termination of Services, SaaSplaza provides the Customer with the most recent data backup upon request. The method of making this backup available is determined upon consultation with the Parties.
© 2016 SaaSplaza
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Monitoring
SaaSplaza monitors all Services, including Platform Services, Operating System and Dynamics applications. Alerts from the monitoring system are followed up for Production environments on a 24x7x365 basis.
Parties can perform maintenance on Services or service components deployed in Private Clouds.
Disablement of monitoring must be requested during such activities. Service disruptions during these periods will not be considered as Downtime if SaaSplaza does not receive a request to disable the monitoring of Services. Furthermore, SaaSplaza will restore the Service and charge the applicable party for any and all costs associated with the restoration on a time material basis.
Patch Management
Critical and security updates provided by Microsoft are automatically applied on a monthly basis for all operating systems and components including SQL in accordance with the regular maintenance schedule as defined below. All times are Central European Time (CET).
Environment Start End
Production Saturday 22:00 Sunday 06:00
Non-production Workdays 18:00 Workdays 23:59
Application updates
Application updates on Services deployed in Public Clouds are applied by SaaSplaza within pre defined regular or extended maintenance windows and follow the standard change management process in place.
Application updates on Services deployed in Private Clouds must be requested by the Parties through a Change Request and are applied by SaaSplaza. For Services deployed in Private Clouds, the presence of Pre-Production environments (to ensure updates are tested prior to implementation on Production environments) is the responsibility of the Customer. These changes are charged on a time and material basis.
Release management
SaaSplaza follows Microsoft's application lifecycle to ensure delivered Services are and remain fully supported by Microsoft . Periodic next version upgrade analysis are facilitated on Dynamics applications and communicated to Customer when applicable.
The Customer is responsible for requesting and initiating an upgrade to a new version or a new release of the Dynamics application deployed in Private Clouds. Moreover, the Customer is responsible for the migration services required during the upgrade. SaaSplaza support during the migration services must be requested via the Change Request process if needed.
This SLA and all of the provisions herein are not applicable to applications and/or versions that have been declared end-of-life by the software vendor. Furthermore, SaaSplaza has the right to isolate the Services containing end-of-life applications in order to mitigate security and/or Availability issues. All costs incurred by SaaSplaza associated with the isolation of these Services will be charged accordingly.
© 2016 SaaSplaza
All rights reserved
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Any support provided in connection with end-of -life applications will be charged to the appropriate party that requests such support.
© 2016 SaaSplaza
All right s reserved
10 s
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How We Work
Service Deployment Phase
The Service Deployment Process follows best practices based on ITIL and PRINCE. SaaSplaza will designate a Project Manager or Delivery Manager to be the single point of contact during the delivery of the Saasplaza Services per an executed Service Addendum. Within 5 business days of receiving a signed Service Addendum, SaaSplaza provides expected delivery dates for the Services as described therein.
For more complex projects (10 or more days of lead-time or at Saasplaza's descretion), a project plan with milestones will be delivered that describes all of the critical steps in the deployment process. At a minimum, regular updates will be provided on a weekly basis during this stage. Upon completion of the Service deployment, the Parties will be notified by the project manager and are required to sign-off on acceptance during a Project Delivery Session (PDS) to be attended by the representatives of all stakeholders. At the conclusion of the PDS, SaaSplaza will request to be rated to allow for learning and continuous improvement . A hand-over to the SaaSplaza Service Center is completed upon sign-off.
Service Management Phase
The Service Management Phase follows the deployment phase and encompasses the ongoing delivery, management and support of Saasplaza services. In the next sections, the various components and service levels related to the delivery phase are described.
Support
The Customer can contact the SaaSplaza Service Center to log Incident Reports and Change Requests via the MySaaSplaza (my.saasplaza.com) portal. For Priority 1 Incidents (detailed below) Customers must call the Saasplaza Service Center
Service Center Hours of Operation
The Service Center hours of operation are as listed in the table below. The Service Center is closed on official public holidays for each country in which a Service Center operates, respectively (the Netherlands, Singapore and U.S.A.).
Region Country Opening Phone
EMEA Netherlands Monday to Friday 08:00-18:00 CET(*) +31 20 547 8400 AMER U.S.A. Monday to Friday 08:00-18:00 PT(*) + 1 858 385 8900 APAC Singapore Monday to Friday 09:00-18:00 SGT(*) +65 6222 6591 *Calls for Priority 1 Incidents are forwarded to the 24/7 Support number during out of office hours.
Incidents
To assist in tracking and resolving issues related to Services, Customers can report Incidents to SaaSplaza. Within our SLA SaaSplaza performs proactive monitoring . This aims to report the majority of issues proactively to Customer so that effects of the issue are minimized, and information flow to Customers is optimal.
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Incident levels are defined below according to severity:
• Priority 1 - Critical service Incidents that can render the Dynamics Software unusable, through availability, error conditions or performance, to all users of the Software. o Critical service Incidents cause severe system outages or block important functions of the system. These Incidents directly affect all Services provided to the network, network elements or all of its applications are affected immediately. Support for a Priority 1 Incident will be available 24 hours a day, 7 days a week. • Priority 2 - Serious service Incident that can limit the Dynamics Software usability, through availability, error conditions or performance, to certain users of the Software. o Serious service incidents having a serious impact on system functions, features of the network or network elements. Serious service incidents can also affect a number of end users or restricts the Parties' ability to operate their service. Support for a Priority 2 Incident will be available during the Service Center hours of operation. " Priority 3 - Medium service Incidents
o Medium service Incidents having a medium impact on system functions or features of the network or network elements; or cause additional work to operate and to maintain the network or network elements; and/or service to a limited number of the Parties' users are affected in general. Support for a Priority 3 Incident will be available during the Service Center Hours of Operation. o Priority 4 - Minor service Incidents
o Minor service Incidents having a minor effect on system functions and features of the network and/or network elements . They have a minor effect on the service to Parties' users, or unavailability of Services for an individual user. Support for a Priority 4 Incident will be available during the Service Center Hours of Operation .
Priority 1 incidents are only applicable to Production environments.
The SaaSplaza Service Center will determine all Incident priority levels upon consultation with the Parties at the time that Incident Reports are recorded .
Only Authorized Users are permitted to report Incidents with the SaaSplaza Service Center on a 24x7x365 basis via the MySaaSplaza portal. Incident Reports must be entered in English.
ALL PRIORITY 1 INCIDENTS MUST BE REPORTED BY TELEPHONE.
With the exception of Priority 1 Incidents Reports, the recording and handling of Incidents applies to the Service Center hours of operation related to the region that was responsible for the deployment of the SaaSplaza Services.
Service Requests
Service Requests are typically requests for information or advice, or for a standard action (like a password reset) that is not generally associated with any Downtime or has a quick recovery time.
SaaSplaza Service Centers will determine if the Request being reported is to be labeled as a Service Request or if it needs to be recorded as a Change Request upon consultation with the Party initiating the request. Service Requests are billed on a time and materials basis. © 2016 SaaSplaza
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Change Reque sts
Changes of Service configurations can be requested through a Change Request. The SaaSplaza Service Center will schedule Change Requests upon consultation with the Parties. Change Requests are billed on a time-and-materials basis. SaaSplaza does not have an obligation to agree to execute a Change Request. Should SaaSplaza decline to execute a Change Request, an explanation will be promptly provided to the Party initiating the request.
Only Authorized Users are permitted to enter Change Requests with the SaaSplaza Service Center on a 24x7x365 basis via the MySaaSplaza portal. Change Requests must be entered in English. The recording and handling of Change Requests applies to the Service Center hours of operation related to the region that was responsible for the deployment of the SaaSplaza Services.
Urgent Change Requests must be reported by telephone.
Any changes requiring or anticipated to require execution outside of the normal hours of operation of the Service Center in the Primary Region should be reported during the Service Center hours of operation with sufficient lead time allowed for the proper planning of the activities.
Maintenance
SaaSplaza will maintain the SaaSplaza Platform and Services in accordance with the following:
• the provisions, instructions, guarantee conditions, manuals, and maintenance schedules of the applicable hardware and software suppliers;
• instructions from security alerts; and
• SaaSplaza's standards and best practices in the area of availability, security, integrity, protection of personal information, and confidentiality of data in general.
Maintenance includes the installation and/or application of patches, service packs, and minor software releases.
SaaSplaza performs maintenance activities within the Maintenance Window described in the section below. Maintenance performed by Microsoft on the Azure platform is excluded from the provisions in this SLA, and Microsoft is exclusively responsible for any maintenance activities on the Azure platform.
Maintenance Windows
SaaSplaza has 3 types of maintenance operations that are carried out: Daily, Regular, and Extended.
As a rule, Daily maintenance should not involve any Downtime or interruption of Services. Regular and Extended maintenance is performed exclusively during the weekends. SaaSplaza informs the Parties at least 1 week prior to the commencement of Regular maintenance and at least 4 weeks prior to the commencement of Extended maintenance.
Regional Time Zones
Region
EMEA
AMER
APAC
Time zone
CET (GMT+1)
PT (GMT-8)
SGT(GMT+8)
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Maintenance Schedule
Type Start End Frequency
Daily 03:00AM 07:00AM :,; 1/week
Regular Saturday 5:00 PM Sunday 12:00 AM :,; 2/month
Extended Saturday 06:00 AM Sunday 12:00 PM :,; 4/year
Emergency Maintenance
SaaSplaza can perform Emergency Maintenance activities on an as needed basis to safeguard the integrity and consistency of the Services. In the case of an Emergency Maintenance that occurs outside of the Maintenance Windows, SaaSplaza will notify the Parties about the nature of the maintenance. SaaSplaza makes every reasonable attempt to notify the Parties prior to the commencement of the maintenance. In the event that notification is not possible prior to the commencement of the maintenance activities, notification will be provided as soon as possible after the completion of the maintenance activities.
Escalation
For escalations during the Service Deployment Phase, the first point of escalation is the Project Manager, followed by the Operations Manager as the 2nd level escalation point. 3rd level escalation is the regional General Manager. The 4th level of escalation is the CEO.
For escalations during the Service Management Phase, the party reporting the Incident and the SaaSplaza Incident Manager can escalate when they agree that the estimated resolution time is expected to exceed the provisions in the SLA. The first point of escalation is the Incident Manager, followed by the Operations Manager as the 2nd level escalation point. The 3rd level escalation is the regional General Manager, the 4th level of escalation is the CEO. The parties can appoint an Escalation Manager respectively who will be responsible for communication during the escalation process. The Escalation Managers will temporarily own the Incident and have the mandate to deploy adequate resources to resolve the Incident as swiftly as possible. De-escalation is completed when parties reach mutual agreement that the Incident has been resolved, and the parties move to close the Incident.
General escalati on notes
SaaSplaza will notify the Customer if it is apparent that resolution of a call may result in a protracted timescale. SaaSplaza may also escalate calls of a repetitive nature. The Customer may escalate any call at any time should they deem it to be appropriate in any specific instance.
Enforce ment
SaaSplaza may investigate suspected violations with respect to the provisions of this SLA or misuse of Services and may report any activity that it suspects is illicit or violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate parties. Furthermore, SaaSplaza reserves the right to investigate applications, systems, networks and data for the © 2016 SaaSplaza
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14 s
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detection of, but not limited to, IP problems, viruses, worms, or other software that can be regarded as harmful, as well as for the detection of material that is suspected of violations or to detect or to prevent suspected unacceptable use .
SaaSplaza may suspend, disable access to, or modify any resource or Service that SaaSplaza suspects is in violation of the provisions of this SLA or the Agreement. In case of such violations or misuse of Services, SaaSplaza will make a reasonable attempt to notify the affected parties, if possible, prior to the commencement of such actions.
In the event of suspension, disabling access to, or modifying of resources or Services, all Agreements between the Parties and SaaSplaza will remain in force, as will the obligations of the parties to SaaSplaza, such as, but not limited to. the payment of all outstanding balances due.
Acceptable Lawful Use
Parties may not use material that is unlawful such as, but not limited to, copyright protected content, trademarks, license agreements, or commercially confidential content (where the parties do not have the authority to use such material), obscene or libelous content, or content conflicting with export control regulations.
Prohibited Use
SaaSplaza's Services may be used exclusively for the purpose for which they are intended in such a manner that they do not endanger the security, availability and integrity of any network, computer or communications system. Prohibited use includes, but is not limited to: unauthorized access to systems; probe, test or scan for vulnerabilities of systems; breach of any security or authentication measure; monitoring of data or traffic; overloading or flooding systems or networks; operating open proxies, open mail relays, open recursive domain name servers; distribute, publish, send or facilitate sending of unsolic ited mass email or other messages.
Responsible Use
Using the Services provided by SaaSplaza comes with responsibilities that rest with the Parties for privileges assigned to them regarding, but not limited to, user management and application configuration.
• Parties may receive the privilege to provision, modify and delete application accounts.
Parties are responsible for using this privilege as instructed by SaaSplaza. • Parties may receive the privilege to provision, modify and delete Services and/or application accounts. Parties are responsible for ensuring that appropriate measures are taken to protect these credentials and to ensure proper user accountability. • Parties that receive the privilege to access operating system(s) are mutually responsible for the security and Availability of the system and Services that use the system. • Parties may receive privileges to apply changes on software and/or configuration of, or parts of, their Services. Parties are responsible for ensuring that changes to processing options (i.e. parameters) and configurations on Services are appropriately authorized, assessed, approved, and implemented, and that monitoring, as configured by SaaSplaza, © 2016 SaaSpl aza
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15 5
of these Services is disabled du ring such changes. Failing to do so will limit Saasplaza's responsibilities for performance and availability of Services • Parties are responsible for ensuring compatibility of its installed software and configuration changes with the most recent updates and upgrades of standard system software as delivered by SaaSplaza as part of its delivery of the Services. • Parties are responsible for immediately notifying SaaSplaza of any breaches of privacy or confidentiality, unauthorized use of credentials, or other security violations . • Parties are responsible for ensuring the availability of qualified and authorized personnel to act on and assist with support tasks and direction given by SaaSplaza. • Parties may receive the privilege to provision, modify, and delete Authorized Users through the SaaSplaza provisioning portal. Parties are responsible for ensuring Authorized Users are maintained and up to date. Furthermore, parties are responsible for all requests made by their designated Authorized Users . • Parties are responsible for notifying SaaSplaza at least two months in advance of any expansion or contraction of storage capacity or Internet bandwidth in excess of 10% per month .
• Parties may be granted permission by SaaSplaza to perform external performance tests, such as load and stress tests, or external security audits, such as Penetration Tests.
These tests are permitted exclusively after consultation with SaaSplaza. © 2016 SaaSplaza
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16 What We Offer
Availability
s
L A Z A
The SaaSplaza Platform is designed to deliver maximum Availability. The "Availability" (A) percentage of Production Services is determined for the preceding calendar month and is calculated based on the "Maximum Monthly Availability" (MMA) and "Downtime" (DT) measured in the same month as specified in the formula below:
MMA-DT
A= ----------- ·-~------- * 100 % > 99.9%
MMA
The MMA period is equal to the number of hours per month. Downtime that is the result of scheduled maintenance activities is not included in the MMA calculation. Depending on the Service, Downtime is determined based reported Priority 1 Incidents. Any Unavailability as a result of maintenance for both SaaSplaza- and the Microsoft Azure platform is not calculated as Downtime in the service credit calculations. For Non -Production environments no availability guarantee is applicable.
Incident Handling
Reported Incidents are handled as defined in the following table:
Priority Description Response Progress Support Target Completion Times Reports hours Time
1 Critical service 30 minutes Every 1 24x7 90%< 1 hour, affecting Incidents hour 100% < 8 hours
2 Serious service 1 hour Every 4 Office 95% < 1 working day, affecting Incidents hours hours 100% < 2 working days
3 Medium service 4 hours On request Office 100% < 7 working days affecting Incidents hours
4 Minor service 16 hours On request Office 100% < 10 working affecting Incidents hours days
Response Time is the time between a Report by the Parties upon identifying an Incident and the moment that SaaSplaza notifies the Parties of the start of the Incident management process. Target Completion Time is the time between a Report by the Parties and the time that the Incident is resolved.
If SaaSplaza is performing support services related with an EULA the above mentioned Service Levels are not applicable.
Change Handling
Logged Change Requests are handled for Production Services as defined in the following table, provided that SaaSplaza agrees to execute the Change Request:
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P L A Z A
Type Description Planning Progress Reports Completion
Urgent Changes which require < 4 hours On start, delivery, 95% according to urgency acceptance and planning
close
Regular Regular Change < 2 working days On delivery 95% according to Requests. planning
What We Compensate
If SaaSplaza does not meet a guarantee stated above, the eligible Party may put in a written claim for a credit in the form of a discount within 2 months of the event, as set forth in this section. Credits will be calculated as a percentage of the Service fees: (i) for the Production Services adversely affected by the Incident reported excluding any Licensing Fees or, (ii) related to the missing of an agreed upon planning deadline (for Change Requests or Service Requests) for the current monthly billing period during which the Request occurred.
On Availability
A 10% discount on the monthly Service fees for the Production Services excluding any license fees, for each 0.1% below the Availability percentage of such Services. The maximum compensation on availability is 40% of the Service fees for the Production Services excluding any Licensing Fees.
On Change Handl ing
In the event that SaaSplaza does not meet its obligations in achieving the service levels with regards to Change Requests for Production Services as described in the table above, a discount of 25% of the invoiced time and materials fees directly associated with the Request and for each infraction on the reported Change Request will be applied for the affected billing period.
Conditions
Except as stated in the "What We Compensate" section above, the credits will be the sole remedy related to the non-performance of SaaSplaza with respect to the guarantees provided in this SLA.
Exclusions
Compensation for any infraction is always and fully excluded in the case of the following :
• Downtime of Non-production environments.
• Inappropriate use of the access rights granted by SaaSplaza to the Parties. • Operating errors by users of the Parties.
• Erroneous instructions delivered by the Parties to SaaSplaza. • Non-compliance with the provisions of the Agreement including this SLA. • A joint decision by the Parties to perform maintenance and/or Changes outside the Maintenance Window.
© 2016 SaaSplaza
All rights reserved
18 s
L A Z A
• Disproportionate or unforeseen growth in Customer's capacity consumption that leads to the operational limitations due to excessive CPU, memory or storage utilization or any non-performance of the SaaSplaza Platform.
• DDOS attempts and general internet malfunctions.
• Damage caused by zero-day exploits (e.g., viruses, Trojans, malware, etc.) that could not be detected by virus scanners considered up-to-date at the time of the attack. • Consequences of bugs in the software and/or third party hardware. • Incompatibility of the Parties applications with the SaaSplaza Platform. • Malfunctions in external services that are contracted by the Parties. • If Downtime involves damage to, or loss of files, or data, the recovery of files from the backup belong to the service of SaaSplaza, but is excluded from these guarantees with regard to the recovery time and Availability.
• Downtime caused by the implementation of patches and/or application changes in Private Cloud environments which do not have a Non-Production environment and have been successfully and proven tested thereon.
• Downtime caused by operations and/or maintenance of Services by the Parties for which monitoring has not been disabled.
• Downtime or degration caused by malfunctions of the Microsoft Azure platform as delivered by Microsoft to SaaSplaza.
• Unavailability or degration as a result of maintenance by Microsoft on the Azure platform is not calculated as Downtime.
• Force majeure and any, and all (other) situations that cannot be attributed to SaaSplaza.
Addendum: Platform Services
SaaSplaza can offer additional services to Customer typically to complement delivered Dynamics services with Customer specific applications or solutions. These services are offered with service level "Platform".
The "Platform" service level applies to services which are managed by the Customer, with operating system privileges assigned to the Customer. The Customer is responsible for operational management of the service as well as maintaining availability and security of the service. SaaSplaza's responsibility pertain to the SaaSplaza infrastructure consisting of data centers, hardware, network and virtualization.
Service level excepti on
This SLA for platform service is equal to the Dynamics Services with the following exceptions:
Section
Backup
Platform service level
By Default only Operating System backups are performed
by SaaSplaza (e.g. no MS SQL backups) per the retention © 2016 SaaSplaza
All rights reserved
19 s
L A Z A.
scheme as described in the section "Backup". Additional backup schedules can be agreed upon and additional cost apply
Monitoring Only the availability of the Operating System is monitored as defined in section "Monitoring".
Patch management SaaSplaza performs security & critical updates on Operating System level as defined in section "Patch management".
The customer is responsible for maintaining a pre-
production environment to be able to test updates prior to implementation.
The customer is responsible for initiation of application updates.
Release management SaaSplaza follows the vendor Operating System lifecycle as defined in the section "Release management". The
customer is responsible for the lifecycle of the applications.
Availability The default availability guarantee for Platform Services is
99.9% and applies to the availability of the Hypervisor layer.
Any applications or Operating Systems running on the
Hypervisor are by default excluded from any availability guarantee.
© 2016 SaaSplaza 20
All rights reserved
s
p
SaaSplaza Services Agreemen t
Between
SaaSplaza, Inc.
a Delaware corporation with offices at 5963 La Place Court, Suite 302, Carlsblad, CA 92008 And
The Santa Clara Stadium Authority
a corporation, having its principal place of business at 1500 Warburton Avenue, Santa Clara, CA 95050
Effective Date: TBD
------------------Term: 12-month
Service Category/ Reference Dynamics GP Cloud Services
This SaaSplaza Service Order is part and parcel to the SaaSplaza Hosting Agreement and consists of this signature page plus the additional pages (worksheets) for Customer, Solution, all Pricing tabs .
All Setup and Change Fees are due and payable upon execution of this Service Order. A confirmation of payment in the form of a Wire Transfer Confirmation or scanned copy of check will be deemed acceptable . Please note that access to the provisioned SaaSplaza services may be witheld until such payment has been received, or confirmation thereof been provided . SaaSplaza Bank information will be provided under separate communication if requested.
Subsequent addition or removal of Services including users, provisioning for other Services, infrastructure components , or change and consultancy requests bound to the Service Order will be reflected in the monthy usage report (described in Pricing) but does not require a signature from the Customer.
Intending to be legally bound, each of the undersigned parties has caused its duly authorized representative to execute this Agreement .as of the Effective Date.
SaaSplaza, Inc.
By: By:
Printed: Olivier Meynier Printed(
Title: Global Director of Strategic Initiatives Title:
Date: Feb 10, 2021 Date:
I
·1;1\~ \ L-0 i1
APPROVED AS TO FORM:
SANTA CLARA STADIUM AUTHORITY
B,~an Doyle, Stadium Authority Counsel
Customer Information
Contact Information
Custome r _ Dynamics Partner __
Company name The Santa Clara Stadium Auth ority Company name Armanino, LLC Address 1500 Warburton Avenue Address 12657 Aicosta Blvd. Suite 500 City Santa Clara City San Ramon
State CA State CA
Zip code 95050 Zip code 94583
Country USA Country USA
Conta ct person Grace Dougherty Contact person Chris Sublette Title Contracts Manager Title Senior Sales Executive, Technology Consulling Phone number ( 408) 615-2039 Phone numb er 916-741-8616 Email address gdougherti,:@santaclaraca.gov Email address [email protected] Aut ho rized Persons (Support Center)
- - - -
Authorized Person 1 Authorized Person 2
Name
Phone numbe r
Emai l address
Function
Bill ing Contact
Customer
Name
Department
Address
City
State
Zip code
Country
Phone number
Email address
- -
-
Name
Phone number
Email address
Function
Th e S~nt~ Clara Stad ium t ,uthority
s s
P L A Z A
This proposal is for The Santa Clara Stadium Authority .
Pricing Summary
Dynamics Cloud Services
Customer Pricing
One-time Setup Fee
Monthly Recurring Service Fees
- Dynamics Cloud SeNices
-Ucenses
Customer Pricing - Minimum Fees
Setup Fee <3>
Monthly Recurring Service Fees <4l
Conditions applicable to this proposal
USD
USD
1. Invoices are in US Dollars, excluding taxes, if applicable. 4,438
3,221
2,115
1,106
4,438
3,221
2. Terms and conditions are documented in the SaaSplaza Partner Agreement and Service Level Agreement (SLA).
3. All one-time Setup Fees are due upon execution of agreement.
4. Minimum Monthly Service Fees are due the month of the initial delivery of the service, not based on the number of users.
5. Initial Term is for 12-month and automatically renews for 12-month periods unless termination notice of 90 days is provided prior to expiration of initial Term .
6. Cancellation prior to expiration of initial Term will result in a cancellation fee equal to 85% of the value of the remaining Term being assessed and invoiced.
7. For ISV add-on solutions installed on Non-Production environment, one-time and/or monthly recurring service fees may apply.
8. Customer is responsible for installing and configuring all ISV add-on solutions with standby support provided by SaaSplaza.
9. All lSV licenses to be provided by Customer.
The Santa Clara Stadium Authority
s s
P L A Z A
General Information
Customer
Service Category/ Reference
Price Plan Valid Thru
Dynamics Producl
Term
Currency of Customer Price
Subscriplion (S) or Perpetual (P)
One-time Setup Fees
Dynamics GP 2018 - Production Environment - Dedicated Cloud Azure _ Setup GP Production Environment
- GP Instance , SQL Instance, SSRS Instance
Dynamics Cloud Services
Dynamics GP
The Santa Clara Stadium Authority
Dynamics GP Cloud Services
Dec-20
Dynamics GP
12-monlh
USO
5 Uni t Qty
Unit price
USO
- Mangement Reporter, Excel reports, GP Windows Client, Fabrikam , Modified forms/Rep orts - Integration Manager DB , GP User Security Migration , per Prod Env. 2,500 - Go live Refresh , Up to 5 GP companies
ISV - Functional
Prov;de Standby Support during Partner Installation and ConfiguraUon (including connectivity):
Encore Projecl Tracking with Advanced Analytics
Encore Proj ect Trac king Budgeting
T&M
T&M
219
219
Customer Pricing
Customer
Discount
Customer Net
Price
per unit
2,500
219
219
Total
USD
2,500
219
219
Concur AP automation
Mekorma MICR
ISV Infrastructure
ISV Web Server setup {Concur AP automation)
- -
ProJect Management
Go-Live Support - hours estimaled
Project Management - hours eslimated
Total Setup Fee, one time
Monthly Recurring SaaSplaza Service Fees
SaaSplaza Service Fee - l_!'cludes 5 Users, 128 GB Data Base Production Environment - Dedicated Cloud on Azure
Customer Single-Tenant Base Service Fee Includes:
• GP Client Access (RDS)
- 128 GB database storage
- 2417 Monitoring
• CloudCARE Operations & Support
- includes 5 users
Additional User Fee (up to 10)
Additional User Fee (up lo 25)
Additional User Fee (up to 50)
Additional laaS
ISYApplication Seryer
Virtual Machine {Windows Standard , 2 CPU, 8 GB RAM, 128 Premium SSD) CloudCARE Operation & Support
VPN Gateway (Basic)
Add1t1onal Services
None
Add1ho_nal Storage (may be used across all environments) Additional Premium Storage
O~am1cs GP Support Plan _
Pre-paid support hours ror service/change requests, 2 hours included Price per extra support hour
Total Monthly Service Fee, recurring
Monthly Recurring License Fees
Microsoft Dynamics GP Subscnpt1on License
GP Standard/Full User License
GP Extended Additive Full User License
GP Limited User License
T&M
T&M
Per Cloud Server
T&M
T&M
Unit Qty
per GP Environment
per Named User 0
per Named User
per Named User 0
PerVM
PerVM
PerVPNGTW
o
Per GB 0
per Month
per Hour 0
Unit Qty
per Named User 6
per Named User 0
per Named User 6
219
219
625
219
219
Unit price
USO
937.50
125.00
100.00
75.00 187.50
93.75 93.75
1.25 313
219
Unit price
USO
43.75 12.50
6.25 Customer
Discount
30%
Customer
Discount
219
219
625
219
219
Customer Net
Price
per unit
937.50
125.00
70.00 75.00
187.50
93.75 93.75
1.25 312.50
218.75
Customer Net
Price
per unit
43.75 12.50
6.25 219
219
625
219
219
4,438
Total
USO
937.50
490.00
187.50
93.75 93.75
312.50
2,115
Total
USO
263
38 GP Customization Pack
GP Extended HR and Payroll
Microsoft I Office 365 Subscnptions Fees
Microsoft 365 Apps for Business
Microsoft 365 Business Standard
Microsoft 365 Business Premium
Microsoft 365 E3
Microsoft 365 E5
Office 365 ProPlus
Office 365 E3
Office 365 E5
Additional ISV - Production
Mekorma - MICR
Encore - Project Tracking w/ Advanced Analytics
Encore - Project Tra cking Budgetin g
I License Adfflimstration Fee
Lic ense Administ ration (10%)
Total Monthly License Fee, recurring
Summary
Tota l Setup Fee, one time
Total Monthly Fee, recurring
The Santa Clara Stadium Authority
Per Environment
Per Environm ent 0
Per Named User 16
Per Named User
Per Named User 0
Per Named User 0
Per Named User 0
Per Named User 0
Per Named User 0
Per Named User
Per User 6
Per Environment
Per Environment
Per Customer 0
62.50 62.50 63
218.75 218.75
8.25 8.25 132
12.50 12.50
20.00 20.00
32.00 32.00
57.00 57.00
12.00 12.00
20.00 20.00
35.00 35.00
37.50 37.50 225
322.21 322.21 322
64.59 64.59 65
125.00 100%
$ 1,106.30
Totals In:
USD
4,438
3,221
'"'~
Dynamics Cloud Services
Dynamics GP
General Information
Customer
Partner
Project Reference
Requested delivery date by Partner
Planned delivery date by SaaSlaza
Production Environment
Dynamics GP Cloud Services __
Cloud Type
Location
Service Level
Version
Cumulative update
GP Licenses responsibility
GP Licenses Type
Primary client location
Additional client location(s)
Primary language
Additional language(s)
Usage _
Target number of concurrent users
Target number of named users
The Santa Clara Stadium Authority
SaaSplaza
Dynamics GP
9/1/2020
9/1/2020
Azure
West US
Supported
GP 2018
By SaaSplaza
Subscription
USA
None
English
None
16 - - -
Authent1cat1on
Active Directory
RDS
RDS Farm
Remote Access
- URL
Advanced Printing (Tricerat)
I Database
SOL Deployment
SOL Server Version
Collation
SOL storage included (GB)
Additional SOL storage (GB)
Database import
SaaSplaza
-
- - -
NA
RDWeb
https://smlrdweb.saasp!aza.com/RDWeb
No
SOL DB
SOL Server 2016
laUn1_General_CI_AS
25 0
nla
-
-
-- -
Office
Microsoft Office SPLA No
- License Responsibility
Microsoft Office 365 Yes
- Subscription Microsoft 365 Apps for Business
_ -_S_u_b_s_c_rl~p_tio_n_ R_e~sp~o_n_s_ib_il_it~y ___________ _ By SaaSplaza Additional requirements None
- -
Additional requirements _
Includes the folloWing 3rd Part ISV subscriptions:
Encore Project Tracking with Advanced Analytics
Encore Project Trac king Budgeting
Concur AP automation
Mekorma MICR
The Santa Clara Stadium Authority
Ebix Insurance No. S200004574
AMENDMENT NO. 1
TO THE AGREEMENT FOR SERVICES
BETWEEN THE
SANTA CLARA STADIUM AUTHORITY
AND
ARMANINO, LLP
PREAMBLE
This amendment ("Amendment No. 1 ") is entered into between the Santa Clara Stadium Authority, a joint powers agency created pursuant to Section 6532 of the California Government Code (Authority) and Armanino, LLP, a California corporation (Contractor). Authority and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement. "
RECITALS
A. The Parties previously entered into an agreement entitled "Agreement for Services between the Santa Clara Stadium Authority and Armanino , LLP", dated November 2, 2020 (Agreement) ; and
B. The Parties entered into the Agreement for the purpose of having Contractor provide professional services to implement the Microsoft Dynamics GP financial management system , and the Parties now wish to amend the Agreement to add managed services and increase the maximum compensation by Seventy-Five Thousand Nine Hundred Seventy-Eight Dollars ($75,978) for a new revised not to exceed amount of Two Hundred Seventy-Four Thousand Four Hundred Thirty Eight Dollars ($274,438) .
NOW, THEREFORE, the Parties agree as follows:
AMENDMENT TERMS AND CONDITIONS
1 . Section 2 of the Agreement, entitled "Term of Agreement " is amended in its entirety to read as follows:
"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 November 1, 2020 and terminate on October 31, 2025."
2. Exhibit A of the Agreement is hereby amended by the addition of Exhibit A-1 (Managed Service Plan Proposal) which is attached hereto and incorporated in the Agreement. Any references to Exhibit A within the Agreement shall include Exhibit A-1.
Amendment No. 1 to AgreemenUArmanino
Rev. 10/25/20 19
3. Exhibit B of the Agreement , entitled "Schedule of Fees" is hereby amended in its entirety by replacing with the attached Exhibit B, which is hereby incorporated in the Agreement.
4. Except as set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. In case of a conflict in the terms of the Agreement and this Amendment No. 1, the provisions of this Amendment No. 1 shall control.
The Parties acknowledge and accept the terms and conditions of this Amendment No. 1 as evidenced by the following signatures of their duly authorized representatives .
Approved as to Form:
SANTA CLARA STADIUM AUTHORITY
a California Joint Powers Authority
Dated :
Stadium Authority Counsel Rajeev Batra
Executive Director
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
"AUTHORITY "
ARMANINO, LLP
a California corporation
Sep 28, 2022
Dated : -------------------
By (Signature) : ~e<..=---- ______________ _
Name: Ryan Prindiville
Title: Partner
Principal Place of 12657 Alcosta Blvd., Suite 500
Business Address : San Ramon , CA 94583
Email Address : ryan.prindiville@armaninollp .com
Telephone : (925) 790-2833
Fax: (925) 790-2601
Amendment No. 1 to Agreement/Armanino
Rev. 10/25/2019
"CONTRACTOR "
EXHIBIT B (FIRST REVISED)
SCHEDULE OF FEES
1. MAXIMUM COMPENSATION
The maximum compensation the Authority will pay Contractor for all professional fees, costs and expenses prov ided under this Agreement shall not exceed Two Hundred Seventy-Four Thousand Four Hundred Thirty-Eight Dollars ($274,438), subject to annual appropriation of funds . Any additional professional fees, costs and expenses requested by Authority that would exceed the preceding maximum amount will be addressed in an Amendment to the Agreement.
Cost Element Amount
Accountinq Enablement Assessment & Roadmap Services $60,900 Concur I Dynamics GP Integrat ion $8,400
Dynamics GP Implementation $104 ,160
Manaqed Serv ices $75 ,978
Additional Services $25,000
Total Maximum Compensation $274,438
2. FEES FOR PROFESSIONAL SERVICES
2.1. Accounting Enablement Assessment & Roadmap Services Contractor fees for the Accounting Enablement Assessment & Roadmap Services as specified in Section 6 of Exhibit A will be a fixed fee of $60,900 . The fee will be invo iced by Contractor and payable as set forth in Table B-1 :
T bl B 1 A a e - . ccountmg na ement ssessment oa map erv1ces ees E bl A &R d s F Description Total
Accounting Enablement Assessment & Roadmap Services $58,000 Administration & Technology Fee - 5% $2,900
Total Cost $60,900
Payment Terms Total
100% Billed Upon Authority 's Signature $60,900
2.2. Concur I Dynamics GP Integration
Contractor fees for the Concur/ Dynamics GP Integration Services as specified in Section 7 of Exhibit A will be a fixed fee of $8,400 . The fee will be invoiced by Contractor and payable as set forth Table B-2:
T bl B 2 C a e - . oncur 1ynam1cs n egra 10n ID GP It f F Description
Concur I Dynamics GP lnteq ration Services
Administration & Technoloqy Fee - 5%
Total Cost
Payment Terms
100% Billed Upon Authority 's Signature
Amendment No. 1 to AgreemenUArmanino
Rev. 10/25/2019
ees
Total
$8,000
$400
$8,400
Total
$8,400
2.3. Dynamics GP Implementation
2.3.1. The Dynam ics GP Implementat ion Services as specified in Section 8 of Exhibit A will be provided on a time-and-materials basis , based on the actual number of hours worked by Contractor. Table B-3 below represents Contractor's best estimate of fees and Table B-4 provides the hourly rates for personnel actually engaged in the services. Author ity understands and agrees that actual fees may differ. The estimate of fees does not account for presently unknown circumstances that create uncertainty , such as Authority 's level of participation , complexity of business processes and requirements, changes in scope of work , changes in assumptions , or other conditions outside of Contractor 's reasonab le control. Contractor shall notify Authority if cost estimates will be exceeded , and any changes will be addressed through the Change Order process described in this Agreement.
Table B-3: Dynamics GP Implementation Estimate of Hours Project Phase/Stage Low High
Project Management (status reports, 50
issue log, etc.}
71 Phase 1 - Plan & Analyze 75 109
Phase 2 - Design & Configu re 99 137
Phase 3 - Test & Train 47 68
Phase 4 - Deploy 26 37
Total Estimated Hours 297 422
Services Estimate (Rounded) $69,800 $99,200
Administration & Technoloav Fee $3,490 $4,960
Total Estimated Fees $73,290 $104,160
T bl B-4 D a e 1ynam1cs GPI mp emen a 10n ae c e u e tf RtShdl Classification Hourly Rate
Consultant $225
Sr. Consu ltant $245
Manager/ Sr. Manager $250-300
Director / Partner $350-450
2.3.2. Contractor shall invoice Authority twice monthly based on the time and materials incurred during the previous half month .
2.4. Managed Services
2.4.1. Contractor fees for the provision of managed services are as set forth in Exhibit A-1. The annual cost for the Base Plan and two (2) Value -Adds is $25 ,326, or $75,978 over three years. Authority may utilize any unused funds from Section 2.3 (Dynamics GP Implementation) and Section 3 (Addit ional Services) to purchase additional "Value-Adds " provided the Maximum Compensation is not exceeded.
2.5. ASSUMPTIONS
2.5.1. Should Authority terminate the Agreement before completion of the Services , Contractor will be entitled to payment for hours actually worked at standard hourly rates as set forth in this Exhibit through effective date of termination .
Amendment No. 1 to AgreemenUArmanino
Rev. 10/25/2019
2.5.2. The fees include Contractor 's standard administrative and technology fee equal to 5% of the consulting fees . This fee includes costs such as engagement and project management technology (e.g., hosted/cloud services, equipment, internet and engagement software), time for scheduling resources , billing report production and, where applicable, local travel time for local resources staffed on the Project. It is anticipated that there will be no other reimbursable expenses for this Project. In the event reimbursable expenses are going to be incurred, Authority will require pre-approval.
2.5.3. Contractor shall perform Services during normal business hours (defined as 7 a.m. to 7 p.m. Monday through Friday, U.S. Pacific Time). If Authority requests that Contractor perform its work during non-business hours, and Contractor agrees to proceed with such work, Authority may be charged a premium in the amount of 25% of the standard hourly rate for the individual(s) performing such work . Authority may be charged a premium in the amount of 100% (double the standard hourly rate) if work is required to be performed on official holidays . In no event will Contractor be paid premium pay for work completed during non-business hours due to Contractor's delay or fault.
3. ADDITIONAL SERVICES
In the event that additional products and/or services are required that are outside the scope of this agreement, then Authority and Contractor shall negotiate a price for such products and/or services . Authority has set aside the amount $25,000 for the payment of additional products and services . The Parties shall execute a Change Order outlining the services and/or products requested in accordance with Section 26 of the Agreement.
4. GP-CONCUR INVOICES INTEGRATION PACK SUBSCRIPTION AGREEMENT The annual fees for GP-Concur Invoices Integration Pack Subscription Agreement shall be as provided in Exhibit D. A separate Purchase Order (PO) will be issued for each year at the discretion of the Authority. This PO shall not be included in calculating the Maximum Compensation under this Agreement.
5. INVOICING
Authority will pay Contractor within thirty (30) days of Authority 's receipt of an approved invoice.
Amendment No. 1 to AgreemenUArmanino
Rev. 10/25/20 19
EXHIBIT A-1
Managed Services Statement of Work
Santa Clara Stadium Authority
armanino
June 20, 2022
Primary Contact:
AJ Iovino
Director, Managed Services
925-790-2824
aj.iovino@armaninollp .com
Armanino LLP ("us" or "Armanino") is pleased to submit this proposal ("Proposal") to Santa Clara Stadium Authority ("you" or "Client") for support services as described herein ("Services "). The Services are subject to the terms and conditions of this Proposal , as well as the Agreement for Services between the parties, executed November 2, 2020 ("MSA") (together, the "Agreement"). In the event of conflict between this Proposal and the MSA, the Proposal shall prevail.
Scope of Work
Armanino will provide Services as part of a managed services plan ("Plan"), to assist Client in the ongoing management and support of the technologies listed below (the "Technologies") and related technologies, as described herein. Armanino will allocate resources on an as-needed basis, to provide Client a reliable support partner available for issue resolution , system maintenance , and system optimization after Systems go-live . The Services will be performed remotely , though Client may request on-site support subject to Armanino resource availability, at additional cost.
Supported Technologies include:
• Dynamics GP
Selected Plan Details
Managed Services Hours: 6AM to 5PM Pacific
ll,_.,.,,t:•••1ur1Jfj':'/r;1•r.feI:.re'IC."r• ,.._,...,...,. .. ...._.._,r, .. ,,; , ...... ,,,/!J,;r:1J.
II ,~~.,. - . . , .. .
Functional and Technical Support Unlimited
Service Level Agreement (Standard Case/Critical Case) 4 hrs/ 2 hrs II ~!.1111:1 .. 1H1•-----1:.11&-,-.IIfl•...1_"'4
Dedicated Managed Services Lead Included
Scheduled Planning Sessions Bi-Monthly
Academy Public Web Class Registration 3 Registrations
II r. r11r:ll: I rr;,l,J,,...,:Jar•lal• ~""!I.•
System Review 2 Reviews
Armanino Expedition Included
System New Release Reviews Personal
11 .. ,1: lflf~J-F~r, U!.U ., .... •c-11
Application Administration Included
Planned Enhanced Consulting Days 4 Days
*The above table represents the entitlements client is to receive on an annual basis throughout the 3-year term Selected Plan Descriptions
• Functional Support & System Administration and Armanino SLA o Each request that you submit will be created as a case. o A dedicated team will provide initial response and route the request to the best resource available. Techno-functional requests include troubleshooting broken formulas, troubleshooting actuals not tying out and updating formulas. o If your request is determined to be more of a project, you will be directed to engage Planned Enhanced Consulting.
o Critical Request - Any request based on an immediate need to resolve a halting of business operations because of an error in Dynamics GP
o Standard Request - Non-critical issue or error that the Client needs help resolving but is not a "System is down!" type issue
© ArmaninoLLP I armaninollp.com Page 2
• Managed Services Lead
o We recognize that consistency and working with people who understand your business, processes and unique solution is important. A key aspect of our program is that we assign a Managed Services Lead (MSL) to be your central point of contact to ensure quality and consistency.
o The Managed Services Lead is responsible for:
■ Scheduling and leading an onboarding meeting with client stakeholders and decision makers
■ Leading the planning and implementation of your Managed Services plan including;
• Defining logistics related to ticket management, escalations, and approvals to align to your corporate standards.
• Identifying and scheduling proper planning session cadence based on Client chosen tier (Monthly , Bi-Monthly or Quarterly). ■ Your MSL is the continuity and glue to partner with you for all aspects related to delivering services, triaging ticket requests, oversight for other Armanino Consultants , and consistent work status communication . • System Review
o Review sessions to document modules and process
o Discuss things working or not working
o Up to 2 sessions per year
o Consulting days may be used to fix items from this review o Once a year as a part of your plan, we will review your current solution configuration to identify gaps and nonconformities with best practices. We will share these findings and solicit feedback from key users to identify what is and what isn't working well for the team.
o The review does not include consulting days to address the gaps, simply the analysis for consideration .
• Academy Public Web Class Registration
o Education and training for users is critical for efficient day to day operations. In many cases, the root cause of submitted issues stem from a knowledge gap among users. o A core part of the Managed Services plan is aimed toward a proactive approach to educate and empower users. Academy classes are designed to obtain optimal learning outcomes and are offered to meet the learning goals for multiple topics and varying levels.
o All Academy classes are live instructor-led learning events. o Academy Public Web classes teach standard system functionality and registered users will be provided a handout as applicable to the class. Recordings for Public Web classes are not provided.
o Academy Public Web class registration information and instruction will be provided to the Client primary contact during the onboarding process. Client will be provided an Academy code to use during registration and will expire after all registrations in-scope specified by the plan elections have been used.
o Some of our classes are eligible for CPE credit, and are noted on the website class listing. Contact the Academy (academy@armaninollp .com) to inquire or for more information.
• Scheduled Planning Sessions
o An important aspect to effectively delivering your plan are joint planning sessions. Your Managed Service Lead will work with your core group of stakeholders to manage requests and set a clear set of priorities . Depending on your plan this will occur monthly, bi-monthly or quarterly.
• New Release Webinar
o The New Release Webinar will preview what is coming and help you to evaluate what you could or should take advantage of in the new release. © ArmaninoLLP I armaninollp.com Page 3
• Armanino Expedition Session
o What we hear from clients over and over is that they expect a partner to stay on top of the ever-changing technology landscape to bring innovative and additive solutions to the table. As a Managed Services Client you are prioritized as a priority account that is actively managed with an assigned Armanino Client Manager. At least once a year, your designated Client Manager will engage in a strategic conversation to help lay out and prioritize you companies ' goals for the upcoming year and bring solutions on how we might be able to help you navigate to achieve your goals • Application Administration
o Many clients are focused on serving the business and either do not have the time or technical skillset required to help administer their software solution. o This offering assigns an Armanino Consultant , who will assume the Administrator role for your supported software environmen ts (In Two Portal and Dynamics GP Application) , allowing your team to focus on the more important aspects of the business . Tasks include: user additions , removals, provisioning, security assignments , password resets from the In Two portal as well as the Dynamics GP application. o Tasks specific to In Two folder and services permissions and access will have to be handled by lnTwo support.
o It is understood that the Client's software environment is hosted by In Two including RDWeb access and this agreement does not cover any charges or fees charge by In Two. o This offering covers the time equivalent of 3 hours per month.
Client will maintain , prioritize and make requests for Services through Freshdesk (each, a "Service Request", "Request" or "Ticket"). Armanino will monitor Service Requests and communicate initial response within the response times set forth above . Each Service Request, no matter the issue, will begin with an initial assessment and consultation ("Triage"). During Triage , Armanino will discuss the Service Request with Client and attempt resolution. If the Service Request cannot be resolved within Triage , Armanino and Client will begin a plan to address the issue, including preliminary scheduling . Armanino and Client team members will meet as necessary , at mutually agreed times, to review Service Request status, respective prioritization , and Services scheduling . Armanino's response to any Service Request is subject to resource availability. Initial response , status information , scheduling and resolution will be done through Freshdesk .
• Armanino Customer Support Portal: https://customersuccess .armaninollp .com • Email: help@arman inollp.com
• Phone: 925-790-2643
As Armanino works to resolve a Service Request, it may determine that a single Request contains multiple distinct issues. In this case, Armanino will require Client to submit separate Service Requests for each distinct issue. Armanino may also determine such a Request qualifies as a Project (see definition below).
Service Request: A Service Request is a question , request , or issue that is submitted and assigned to Armanino via the Freshdesk instance . A defined number of Service Requests are included in the Plan, depending on the Plan option chosen by Client (see "Proposal" section, below). The chosen Plan also dictates what type of Service Requests may be filed. Additionally , some types of service requests are limited in the number of times a year they can be submitted .
The following are examples of Services that can be provided by Armanino under the Plan. Further details on what services are available in each tier, and what types of Service Requests are in-scope are in Appendices A.
• System Administration
• Functional Support
© ArmaninoLLP I armaninollp.com Page4
Armanino may close Service Requests if there is no Armanino action item, or Armanino action depends on a response by the Client , and there has been no response from the Client for 2 weeks (14 days).
Some Service Requests may cross the line between different Service Lines such as Data Analytics Managed Services , Adaptive Managed Services , or Other Managed Services. Armanino reserves the right to re-categorize any Service Request such that it is in the appropriate Service Line and utilizes that Service Line's Request allotment. Additionally, some Requests may require a Request to be filed in each Service Line for tracking purposes. Such Requests will each consume a Request in their respective Service Line.
Armanino implementation services, nor 3rd party offerings, are warranted by Armanino Managed Services .
Though Managed Services can assist with issues related to these areas, any such Request will utilize the respective type of Managed Services Request Type. There is no implication that support for such issues are included in Managed Services outside of the normal Request Types and service inclusions.
1. Term: The term of the Plan is defined immediately below . • Dynamics GP - 3 Year Term
o Plan Start Date = 1st of the current month if signed between the 1st and the 14th or 1st of the following month if signed between the 15th and the last day of the month o The initial term of this Plan shall be three (3) years ("Initial Term") and each renewal term shall be one (1) year (Initial Term and renewal terms , collectively, the "Term ") Contract price is based on assumptions of necessary support required. Should support in year one materially exceed expectations, Armanino has the right to opt out of year two and three of the Initial Term, or to renegotiate price for the remainder of the Initial Term. Client will receive notice at least sixty (60) days before the end of the first year of the Initial Term if Armanino determines a price re-negotiation is necessary ; otherwise, renewal notice will only be given sixty (60) days before the end of the Initial Term , providing pricing information for the renewal term.
Pricing and Invoicing
Service Line: Dynamics GP
Total Plan Price- 3 Years
Billed Amount- Per Year
The Plan price depends upon which service tier is chosen. The price options are set forth above, and the annualized amount constitutes the Plan price ("Price"). The City may terminate the Plan in accordance with the termination provision contained in the MSA with respect to timing of termination notice . In the event client terminates the agreement , Armanino will be paid in full for all services performed for the client under the Managed Services Agreement on Armanino Standard T&M Rates.
Armanino will invoice each year in equal annual installments as shown above , payable in advance.
Additional Value-Added Service Options will be invoiced separately , as requested, in advance at the beginning of the next month .
All invoices are payable within thirty (30) days of City's receipt and non-refundable once paid. Initial payment shall be received before services begin. In addition to the Fee, you will be invoiced for actual out-of-pocket expenses , with your prior approval, including , but not necessarily limited to, non-local travel and lodging expenses , meals, communications charges and supplies and all taxes , as applicable . Travel © ArmaninoLLP I armaninollp.com Page 5
time is billed at 50% of the normal rate. The fixed fee includes a technology , administrative, and local travel time service fee of 5%. This fee includes costs not separately itemized such as engagement and project management technology (e.g., hosted/cloud services, equipment , internet and engagement software) , time for scheduling resources , billing report production and, where applicable, local travel time for local resources staffed on the Project.
If any invoice becomes delinquent , Armanino will immediately halt work on all Client Requests.
Change Orders: The Price is based on the Services described in this Proposal. If Client requests services outside the scope of this Proposal , if Armanino determines any work is a Project, or if there is a material change in or unsuccessful completion of any of the responsibilities or assumptions set forth in this Proposal, a Change Order may be required. Each Change Order must be approved by Client and executed by both parties before Armanino performs related work.
A Change Order would also be required if Client chose to use more Requests in a given month than is allotted in their chosen Plan. Each additiona l Service Request will be the subject of a Change Order and will be invoiced in advance , at the fixed per-Request rate set forth in the table below for the applicable service tier.
Change Order work may be invoiced in advance or performed on a time and materials basis. The governing payment terms will be set forth in the Change Order.
All
All
All
All
All
Al, SI, BC, GP
Al, SI, BC, GP
Al, SI, BC, GP
Al, SI, BC, GP
SI, GP, BC
Planned Enhanced Consulting (4 Days)
Priority Access to Named Resources
User Turnover Insurance
Admin Turnover Insurance
Application Administration
Academy Public Web Class Registrations (4 Pack)
Standard Private Class 1 Class
Semi-Custom Private Class 1 Class
1 Class
ement Monthl
D namics GP D namics GP U rade What's New Academ
mt Communications Essential Starter Kit
ESG Assessment Surve and Re ort
© ArmaninoLLP I armaninollp.com Page 6
Assumptions
The assumptions below were material in determining the scope of work and Price for the Plans set forth in this Proposal. Any changes to these assumptions will impact the level of effort and cost required to complete the Services and may require a Change Order.
• Client has committed to Advanced plan and agreed upon pricing above for the term of the plan. • Client can add additional services at agreed upon prices of the tier chosen throughout the contract term.
• It is understood that the Clients software environment is hosted by In Two including RDWeb access and this agreement does not cover any charges or fees charged by In Two • Client is not eligible to upgrade plan mid-term
• Client will provide detailed requirements for the Services • Client will manage the day-to-day prioritization of the Services • Client will provide appropriate internal resource capacity to support issue resolution • Client will be responsible for the accuracy of the information provided to Armanino • Client will attend all scheduled meetings and will not repeatedly cancel scheduled meetings • Client will perform any Armanino-requested tasks that are required for issue resolution • Armanino will provide Client with recommendations during the Term, based on experience working with the software and similar client businesses. Client may choose not to follow Armanino 's advice.
Should Client make any decision against Armanino's advice, Client will be responsible for resulting impacts.
• Client will assign a senior/executive level champion who will be available as needed for escalation issues and any approval or sign-off process for the Term • Client will provide Armanino with access to Client's systems, as required to perform the Services . • Client will pay any third-party cost, including the cost of software, related to the Services, unless stated as Armanino 's responsibility in this Proposal
• Client will thoroughly document any observed or perceived software errors • Client will provide Armanino with administrator and business user access to platform instances, as needed. Relevant licenses will be provided by Client
• Client understands that any software issues that are beyond Armanino's reasonable control are not Armanino's responsibility and will not change Client's contractual payment obligations • Armanino 's Managed Services plans are not intended to provide End-User services to Client.
Requests for Armanino to act as an End-User in a Production system may be rejected . • Reported issues must be capable of replication, and it is Client's responsibility to provide reproduction steps therefor. Any issues which cannot be reproduced by Client may not be capable of being addressed or resolved.
• Armanino reserves the right to create Requests on Client's behalf if the Client has requested work but not submitted a ticket
© ArmaninoLLP I armaninollp.com Page 7
Appendix A
Request & Consulting Type Definitions
System Administration
• Password Resets
• User Adds/Removals
• Assign New User Roles
• User Security Assignments
• Web Services Connection
Proactive
Personalization
• Dedicated Client Manager
• Dedicated Managed Services Lead
• Monthly Server Care/Database Management
Strategic
Armanino Expedition Sessions
• Strategy & Transformation Session CFO Advisory
Session
• Risk Assurance (SOX, Audit) Review Session
• Tax Review Session
• Audit Review Session
• Equity Comp Review Session
• Business Intelligence Review Session
• Cybersecurity/Data Security Review Session
• Armanino Al Lab Membership
Functional Support
• Functional Support
• Production Break/Fix
• 5 Minute Quick Questions
Training
• New Release Webinar
• Scheduled Planning (Monthly , Bi-Monthly or Quarterly) • Academy Public Web Class Registrations
Armanino Value Added Services
• Planned Enhanced Consulting (4 days per year)
• Client Security Compliance
• Formal Training Days
• Academy Public Web Class Registrations (4 pack)
• GP Application Admin istration
• Priority Access to Named Resource
• User Turnover Insurance
• Admin Turnover Insurance
• OCM Governance (4 days per year)
• Application Change Control (4 days per year)
■ Technical GP System Review
• CFO Advisory Services (2 days per year)
Request & Consulting Type Definitions
This appendix details Request & Consulting Types which may or may not be included in the actual chosen Plan.
The following is a more detailed list of the types of Service Requests that are considered included requests within the scope of the Plan.
Not all types of Requests & Consulting types are in-scope for all tiers. "Techno-Functional Requests" include both Functional and Systems Engineering requests. • Managed Services Out of Scope
o Regression testing the application after updates
o Development that requires or results in the need for the writing of code o Development investigations
o Help with configuring modules or functionality
o The creation or determination of reproduction steps for a reported issue. o User-level desktop support
o Applications or Integrations outside of the Dynamics GP or Armanino Integration Packs o Defining, managing , or enforcing internal Client network security policies o Active monitoring of any system
o Some administrative tasks are limited in the context of the Dynamics GP subscription and may require Dynamics GP assistance
o User documentation or operational documents
Value-Added Services
• Planned Enhanced Consulting for System Enhancements & New Features ("System Enhancements ") o Additional resource consulting is often needed to tackle enhancements as consulting to your Dynamics GP environment.
o Additional resource capacity can be added to packages in 4 day increments to tackle planned enhancement, changes to the application, or development of new integrations or functional improvements , and general consulting or advisory services.
o A scoping call with MS team to ensure work is within Managed Services eligibility. All work will include a planning meeting with the client related to the work to be completed to determine the complexity o Some System Enhancements are categorized as Project Work - outside the scope of the Managed Services agreement
o Armanino reserves the right to classify any Planned Consulting that is not explicitly identified herein o Planned Enhanced Consulting notes:
• Once effort is Approved , and Design is underway , the Planned Enhanced Consulting will be consumed, even if it is not deployed to PROD for any reason
• Once changes are approved in UAT/TEST , it is considered complete . Further changes may necessitate more Planned Enhanced Consulting.
Note: Client may be required to create a Test Environment/Sandbox for certain Planned Consulting requests.
• Client Security Compliance
o Clients at time require or consultants to attend or comply specific security requirements . This is time required to meet, administer and adhere to those specific plans.
o This is specific to each organization and may require more effort by Armanino than estimated and therefore may be adjusted on a case by case basis.
■ Armanino Academy Classes
o Education among users is critical towards efficient day to day operation. Most of the root cause issues that we see stem from a knowledge gap with users.
o A core part of our Managed Services plan is access to our Armanino Academy. This is an extensive library of Webinars on a variety of topics taught by our most Senior Solution Architects . Must be registered in advance o Your plan entitles you to 3 Watch & Learn Webinars per year, which includes 1 CPE credit each. o Hands-On classes are available at an additional cost
o Instructor-led standard classes (private) are standard classes listed in our course catalog but scheduled specifically for users of a single client and can be bundled into a full course curriculum. • Priority Access to Named Individual
o One of our most requested features is access to a Named Individual to support your plan. Typically this is a team member who was involved in the implementation .
o If you select this offering, we can accommodate time in this individual 's schedule to dedicate to helping you. o Must be scheduled at least 2 weeks prior( ½ day increments) o The named resource may not be available within the SLA timeframe identified in your plan and is not available for functional or break/fix support .
• User Turnover Insurance
o Staff turnover happens. We can help train your new team member with certified, experienced Armanino consultants , including access to one-on-one time as well as video learning opportunities. o This offering covers the time equivalent of 3 days per year. • Admin Turnover Insurance
o Your System Admin or key Subject Matter Expert may leave, but we have your covered with this offering. o With Admin Turnover Insurance, your new Admin will receive directed training by experienced Armanino Consultants, including access to one-on-one time as well as video learning opportunities . o This offering covers the time equivalent of 2 days per year. • Technical GP System Review
o Gathering of hardware information on CPU, Memory , Network Card and Storage. o Gathering of SQL/GP information to ensure it is configured to meet Microsoft recommendations . o Written recommendations for optimal on-going server performance • Server Care/Database Management (Monthly)
o If you do not have your own database or SQL manager , you will need to monthly or bi-monthly review and assess your system SQL and application server. This is essential to prevent critical data loss. o Can be estimated on Quarterly basis at $4,100 depending upon your specific needs. o We include the items below and send you a report documenting :
■ Verify your SQL maintenance plans are successfully running ■ Detect database corruption
■ Detect physical file fragmentation
■ Verify the maintenance plan that updates database indexes and statistics ■ Inspect Windows event log
Review GP database data and log file grow1h
• Dynamics GP Year End Update
o Must be on version 18.2 or above and is a single pass update in existing production environment and assumes only 1 environment.
o Assumes only one update per agreement year.
o Assumes free access to Client's environment, standard SQL collation, and only 1 client install o Assumes work will be done on a weekend starting on agreed upon time no later than Friday 5:00 PM pacific time. o Does not include Web client update, vba code, analysis cubes or custom integrations or integration packs o Low is for 5 or less databases, 2 or less minor ISV solutions and no custom dex code o Medium is for 8 or less databases, 3 or less minor ISV solutions and 1 custom dex code o High is for 10 or less databases, 4 or less minor ISV solutions, and 2 custom dex codes o Variation or variables other than Low, Medium or High will be scoped separately. • Dynamics GP Upgrade
o Upgrading to the most current version of Dynamics GP can be included. Each upgrade will be estimated by Armanino's standard methodology.
• UAT Instructor Guidance
o Armanino will assist in creating and administering your User Acceptance Testing (UAT) process for the Dynamics GP Upgrade.
o This includes preparing a UAT plan, supplying UAT scripts for your users to complete, monitoring UAT progress, and being available to address configuration , functional, and usage issues. o We anticipate that the UAT process will span 2 to 3 weeks. It is assumed the consultant will be providing these services remotely.
o Any additional time needed or User Testing that goes past three weeks will require a Change Request to cover this additional time. If additional Academy Learning is required to help complete the User Acceptance Testing process the Armanino instructor can offer ½ or full day additional learning with an approved Change Request. • Dynamics GP Upgrade What's New Academy Learning
o What's New Training is an optional Academy Learning to review with client the changes in Dynamics GP from their current version to the new version being upgraded
• Dynamics GP Upgrade Workflow Overview Academy Learning o Workflow Overview is optional Academy Learning for the availability and use of workflow in Dynamics GP. A basic sample workflow will be created
• Dynamics GP Upgrade SysAdmin Academy Learning
o SysAdmin is an optional Academy Learning for two pieces: database administrators and/or Application Administrators for Dynamics GP. This will review how the backend SQL server is affected by Dynamics GP along with recommended tasks and maintenance. The second part is reviewing the front-end Administration tasks available within the Dynamics application.
• Dynamics GP Upgrade Management Reporter Academy Learning o For Management Reporter users, Armanino Academy Learning that includes how to run MR reports and how to design or tweak existing report
SCSA - GP Managed Services Amendment/
Agreement
Final Audit Report 2022-09-29
Created: 2022-09-28
By: Rebecca Bunas ([email protected])
Status: Signed
Transaction ID: CBJCHBCAABAAwKdiCKQTYXi-Ey2t2C5MKpnx7s7xZDcK "SCSA - GP Managed Services Amendment/Agreement" History ~ Document created by Rebecca Bunas ([email protected]) 2022-09-28- 10:38:48 PM GMT- IP address: 134.238.166.101 ~ Document emailed to Ryan Prindiville ([email protected]) for signature 2022-09-28 - 10:39:55 PM GMT
0o Document e-signed by Ryan Prindiville ([email protected]) Signature Date: 2022-09-29 - 0:02:00 AM GMT - Time Source: server- IP address: 38.111.205.16 9 Agreement completed.
2022-09-29 - 0:02:00 AM GMT
armanino I
Poweredby
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Ebix Insurance No. S200004682
AMENDMENT NO. 1
TO THE SERVICES AGREEMENT
BETWEEN THE
THE SANTA CLARA STADIUM AUTHORITY
AND
INTWO, INC.
PREAMBLE
This agreement ("Amendment No. 1 ") is entered into between the Santa Clara Stadium Authority, a joint powers agency created pursuant to Section 6532 of the California Government Code (Authority) and lnTWO, Inc., a Delaware corporation (Contractor).
Authority and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."
RECITALS
A. The Parties previously entered into an agreement entitled "Framework Agreement between the Santa Clara Stadium Authority and SaaSplaza, Inc.", dated March 19, 2021 (Agreement); and
B. The Parties entered into the Agreement for the purpose of having Contractor provide Microsoft Dynamics Cloud Services, and the Parties now wish to amend the Agreement to add a Dedicated SQL Server to the subscribed services.
NOW, THEREFORE, the Parties agree as follows:
AMENDMENT TERMS AND CONDITIONS
1. All references to "SaaSplaza, Inc." in this Agreement shall be replaced with "In TWO, Inc.". All rights and obligations of the Authority and of the Contractor under this Agreement are unaffected by this assignment.
2. The Service Order of the Agreement, entitled "SaaSplaza Services Agreement," which contains pricing details is replaced and superseded by Service Agreement for the Santa Clara Stadium Authority (First Revised) which is attached hereto and incorporated in the Agreement.
3. Except as set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. In case of a conflict in the terms of the Agreement and this Amendment No. 1, the provisions of this Amendment No. 1 shall control.
The Parties acknowledge and accept the terms and conditions of this Amendment No. 1 as evidenced by the following signatures of their duly authorized representatives.
Amendment No. 1 to Agreement/In TWO
Rev. 10/25/2019
Approved as to Form:
SANTA CLARA STADIUM AUTHORITY
a California Joint Powers Authority
Dated:
Stadium Authority Counsel RAJEEV BATRA
Executive Director
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
"AUTHORITY"
INTWO, INC.
a Delaware corporation
Dated: 9/28/2022
By (Signature): -~--~-· --~· _-_-_____________ _
Name: Olivier Meynier
Title: VP Cloud
Principal Place of 5963 La Place Ct Ste 302, Carlsbad CA Business Address: 92008, USA --~---------------
Em a i I Address: [email protected]
Telephone: (858) 385-8900
Fax:
Amendment No. 1 to AgreemenUlnTWO
Rev. 10/25/2019
"CONTRACTOR"
&lnlWO
runnii,q tGgr:;ti,0r
Proprietary & Confidential
Service Agreement
for
The Santa Clara Stadium Authority
(First Revised)
Amendment #1
Dedicated SQL Server Amendment
Dynamics Cloud Services
This document is the property of In TWO and is intended solely for the Partners and Customers of In TWO. Unauthorized use or distribution of this agreement, whether in part of entirely is strictely prohibited. Do not duplicate without the permission of In TWO.
Authored by Ollvler Meynier
Template version pl.8
Updated on 27-Sep-2022
www.intwo.cloud
&lnTWO Customer & Partner Information
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Contact Information
Company name
Address
City
State
Zip code
Country
Contact person
Tille
Phone number
Email address
Contact
Name
Department
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Name
Phone number
Email address • ·
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The Santa Clara Stadium Authority
1500 Warburton Avenue
Santa Clara
CA
95050
USA
Grace Dougherty
Contracts Manager
(408) 615-2039
[email protected]
Grace Dougherty
Contracts Manager
1500 Warburton Avenue
Santa Clara
CA
95050
USA
(408) 615-2039
[email protected]
Contact
Company name
Address
City
Slate
Zip code
Country
Contact person
Tille
Phone number
Email address
Sales Contact
Name
Tille
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Phone number ··.·::· ... . ···-·:
Email address
Name
Phone number
Email address. ·
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Armanino, LLC
12657 Alcosta Blvd. Suite 500
San Ramon
CA
94583
USA
Chris Sublette
Senior Sales Executive, Technology Consulting
916-741-8616
[email protected]
General Information
Partner
Customer
Amendment Number
Service Category
Project Name
Price Plan Valid Thru
Term
Currency
Pricing Summary
Armanino, LLC
The Santa Clara Stadium Authority
1 Dynamics Cloud Services
Dedicated SQL Server Amendment
31-Dec-22
Co-terminus
USO
Revised Pricing Summary Dynamics Cloud Services
Setup Fees 5,969
Monthly Service Fees
Monthly License Subscription
Total (in USO) 5,969
3,765
947
4,711
All pricing details, terms and conditions are described in the Pricing Details, and Agreement pages.
General Information
Customer
Partner
Amendment Number
Service Category
Project Name
Price Plan Valid Thru
Term
Currency
Fees
- GP Instance, SQL Instance, SSRS Instance
- Management Reporter, Excel reports, GP Windows Client, Fabrikam, Modified Forms/Reports - Integration Manager DB , GP User Security Migration,
efresh U P com anies
Provide Standby Support during Partner Installation and Configuration (including connectivity):
Encore Project Tracking with Advanced Analytics
Encore Project Tracking Budgeting
Concur AP automation
Mekorma MICR
ISV Web Server setup (Concur AP automation)
Go-Live Support - hours estimated
The Santa Clara Stadium Authority
Arrnanino, LLC
1 Dynamics Cloud Services
Dedicated SQL Server Amendment
31-Dec-22
Co-terminus
USD
Unit
per Prod Env.
T&M
T&M
T&M
T&M
Per Cloud Server
per Prod Env.
T&M
Qty
0 0
1 0
0 Customer Pricing
Unit price
USO
2,500
219
219
219
219
625
313
219
Total
USO
2,500
219
625
219
Project Management - hours estimated
Configure Dedicated SQL Azure Infrastructure
Setup extension to support DR services (DFS and ROG Server) Total Fees, one time
Monthly Service Fees, recurring
Production Environment - Dedicated Cloud on Azure
Customer Single-Tenant Base Service Fee Includes:
- GP Client Access (RDS)
- 128 GB database storage
- 2417 Monitoring
- CloudCARE Operations & Support
- includes 5 users
Additional User Fee (up to 10)
Additional User Fee (up to 25)
ISV Application Server
Virtual Machine (Windo\NS Standard, 2 CPU, 8 GB RAM, 128 Premium SSD) CloudCARE Operation & Support
VPN
None
Pre-paid support hours for service/change requests, 2 hours included Price per extra support hour
Dedicated SQL VM (SQL Standard 2019)
T&M
T&M
T&M
per GP Environment
per Named User
per Named User
per Named User
PerVM
PerVM
PerVPNGTW
Per GB
per Month
per Hour
6 4
0 12
0 0
0 0
1 0
219
219
219
Unit price
USD
937.50
125.00
70.00 75.00
187.50
93.75 93.75
1.25 312.50
218.75
219
1,313
875
5,969
Total
USD
937.50
840.00
187.50
93.75 93.75
312.50
SQL VM: 1x E4s v4 (4 vCPUs, 32 GB RAM) (1 year reserved), Windows (License included), SQL Standard; 3 managed disk - P10
CloudCARE service for Azure SQL VM
ISV VM Resource Upgrade from B4ms
ISV VM: 1x B8ms v4 (4 vCPUs, 32 GB RAM) , Windows (License included), ; 1 managed disk - P10 Total Monthly Service Fees, recurring
Monthly License Fees, recurring
GP Standard/Full User License
GP Extended Additive Full User License
GP Limited User License
GP Customization Pack
GP Extended HR and Payroll
Microsoft 365 Apps for Business .
Microsoft 365 Business Standard
Microsoft 365 Business Premium
Microsoft 365 E3
Microsoft 365 E5
Office 365 ProPlus
Office 365 E3
Office 365 E5
Microsoft Office Excel ONLY
Microsoft Office Word ONLY
Microsoft Office Outlook ONLY
Mekorma - MICR
Encore - Project Tracking w/ Advanced Analytics
Encore - Project Tracking Budgeting
License Administration (10%)
Total Monthly License fees, recurring
Azure Estimate
perVM
Azure Estimate
Unit
per Named User
per Named User
per Named User
Per Environment
Per Environment
Per Named User
Per Named User
Per Named User
Per Named User
Per Named User
Per Named User
Per Named User
Per Named User
Per Named User
Per Named User
Per Named User
Per User
Per Environment
Per Environment
Per Customer
Qty
17 0
0 1
0 17
0 0
0 0
0 0
0 0
0 0
0 0
0 0
862.31
218.75
218.75
Unit price
USO
43.75 12.50
6.25 62.50
218.75
8.25 15.63
25.00 40.00
71.25 15.00
25.00 43.75
6.35 6.35
2.73 37.50
322.21
64.59 125.00
862.31
218.75
218.75
3,765
Total
USO
744
63 140
947
Total Setup Fees, one time
Total Yearly Fee, Recurring
Total Monthly Service Fees, recurring
Total Monthly Licensing Fees, recurring
Total Monthly Fee, recurring
Total
USD
5,969
3,765
947
4,711
Agreement
lnTWO Service Agreement (the "Agreement") agreed at the date of the last signature below (the "Effective Date") by and between:
The Santa Clara Stadium Authority, registered and maintaining its office at 1500 Warburton Avenue, Santa Clara CA 95050, hereinafter called the "Customer"; And
In TWO, Inc., a private company with limited liability with its principal place of business located at 5963 La Place Court, Suite 302, Carlsbad, 92008 ,USA, hereafter referred to as "lnTWO."
In TWO and Customer are hereinafter also individually referred to as "Party" or jointly as "Parties" parties wish to lay down their agreement as follows:
TAKING INTO CONSIDERATION THAT
a) This Agreement is an attachment to the Framework Agreement between Customer and In TWO and consists of this signature page and the description and content in headings, the deliverables and the pricing. If there is a conflict between the terms of this Service Agreement, the Framework Agreement and the SLA, then the terms of the agreements in conflict will apply in the following order of priority: (i) this Service Agreement; (ii) the Framework Agreement and (iii) the SLA.
b) In TWO is a service provider that offers various Services that can be used for Customers' own benefit, customer may incorporate the service in its own service offering or resell the Services to end-user organizations. c) In TWO have been engaged by Customer to assist with the design, development, deployment and management of a Customer Cloud solution deployed on the Microsoft Azure Cloud. Customer is aiming for In TWO to be their strategic partner for Cloud services, with deep understanding and experience of deployment and operation of their software solutions in the Cloud, and integrated support that delivers a best-in-class and seamless experience to their end customers.
d) Parties wish to document their respective rights and obligations regarding their cooperation as stipulated in this Agreement.
PARTIES AGREE AS FOLLOWS
In the event Customer requires services other or additional Services than the Service offered in this Service Agreement, Parties will consult and agree on the delivery of such other services. However, In TWO has no obligation to deliver such other services without any written and agreed upon arrangement. If additional Services are provided without written agreement, In TWO is in not bound to any Service Level and lnTWO is entitled to terminate the specific Service without notice.
PRICING TERMS AND CONDITIONS
1) All prices are in USO.
2) One-time fees will be invoiced at the signature of this Service Agreement. 3) Standard T&M rate is USO 185/hour.
4) Monthly Recurring services fees will be invoiced on the 1st calendar day of each new month. 5) The Term of this Service Agreement Amendment is Co-terminus with the parent Service Agreement signed on 19-Mar-2021. 6) The payment term of any invoice relating to this Service Agreement is Net Thirty (30) days starting from the date of invoice. 7) Except for the licenses defined in the Pricing Details, all Microsoft or ISV licenses deployed on the cloud infrastructure are under the responsibility of The Santa Clara Stadium Authority.
IN WITNESS WHEREOF the Parties hereto have signed this Agreement in duplicate. lnTWO, Inc.
~~·
The Santa Clara Stadium Authority
Signature: Signature: c:.E.·-
Name: Olivier Meynier Name:
VP Cloud
Title: Title:
9/282022
Date: Date:
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-1090 Agenda Date: 11/1/2022
REPORT TO STADIUM AUTHORITY BOARD
SUBJECT
Report on the Audited Santa Clara Stadium Authority Fiscal Year 2021/22 Annual Financial Statements
BOARD PILLAR
Ensure Compliance with Measure J and Manage Levi’s Stadium
BACKGROUND
The Santa Clara Stadium Authority (Stadium Authority), the Stadium Funding Trust, and Goldman Sachs Bank USA entered into a Credit Agreement on June 19, 2013. Section 5.1(a) of the Credit Agreement requires that the Stadium Authority Annual Financial Statements be audited by independent certified public accountants within 180 days after the end of each fiscal year. On June 25, 2021, the Stadium Authority entered into a professional services agreement with KPMG, LLP (KPMG) to perform the annual financial audit of the Stadium Authority’s Fiscal Year 2021/22 Annual Financial Statements.
The Annual Financial Statements include: (1) the Independent Auditors’ Report which describes the auditors’ responsibility and their opinion of the Financial Statements, (2) Management’s Discussion and Analysis which provides an overall review of the Stadium Authority’s financial activities, (3) the Basic Financial Statements, and (4) the Notes to the Financial Statements which have additional information pertaining to the Stadium Authority’s operations and financial position.
The Audit Committee met with Stadium Authority and KPMG staff on September 30, 2022 to review the draft Stadium Authority Fiscal Year 2021/22 Annual Financial Statements. The role of the Audit Committee is to provide oversight of the Stadium Authority’s financial reporting processes, internal controls and independent auditors. At this meeting Stadium Authority staff provided an overview of the Financial Statements and KPMG discussed the audit process and the audit results. Several comments were made by the Audit Committee including: 1) KPMG to provide the presentation ahead of the Audit Committee meeting, 2) present a clean audit letter from KPMG to the Council, 3) discussion of remaining debt service payments, and 4) material changes that would require a re- review by the Committee. The Audit Committee voted to accept the Financial Statements and recommended that the Stadium Authority note and file the report at the October 18, 2022 Joint Council and Authorities Concurrent and Stadium Authority Meeting. A finalized clean audit letter from KPMG is included in the financial statements attached to this report. To allow for adequate time to review, the Financial Statements were posted to the Stadium Authority’s website on October 11, 2022 at the following link:
https://www.santaclaraca.gov/our-city/santa-clara-stadium-authority/financial-reports <http://santaclaraca.gov/government/stadium-authority/financial-reports>.
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22-1090 Agenda Date: 11/1/2022
The Financial Statements being discussed with this report cover the Stadium Authority’s 2021/22 fiscal year, which spans from April 1, 2021 to March 31, 2022.
DISCUSSION
On September 30, 2022, KPMG completed a draft of the financial audit of the Stadium Authority which resulted in the issuance of the Stadium Authority Fiscal Year 2021/22 Annual Financial Statements (Attachment 1), Internal Controls and Compliance Letter (Attachment 2) as required per the Stadium Authority debt covenants, and Independent Auditors’ Report (Attachment 3). KPMG expressed an unmodified (i.e., “clean”) opinion on the Financial Statements. An unmodified opinion is when the auditor concludes that the financial condition, position, and operations are fairly presented, and the financial statements are free of material misstatements.
Key financial highlights for the fiscal year ended March 31, 2022 are as follows:
· The carrying value of Levi’s Stadium at March 31, 2022, net of depreciation, is $699,633,308. · During the fiscal year, there were ten National Football League (NFL) games, zero ticketed non-NFL events, and twelve smaller special events held at Levi’s Stadium. · The Stadium Authority recognized $58,444,137 in operating revenue and $50,412,330 in operating expenses.
· Revenues from the non-NFL events were $1,232,956 and the related expenses were $1,521,697 resulting in net non-NFL event loss of $288,741. · Debt service payments during the fiscal year totaled $31,728,139. Overall remaining outstanding debt was reduced by $16,481,867.
· The City of Santa Clara (City) received $425,000 for stadium ground rent. The City received $235,975 in senior and youth fees and $22,245 in parking fees at the Tasman lots this year.
At the September 30, 2022 Audit Committee meeting, KPMG provided a summary of the methodology used to review and validate the financial statements. Subsequent to that meeting, KPMG issued a final report on October 13, 2022 with no material changes to the draft report.
It should be noted that Stadium Authority staff continues documentation review to validate the $289 thousand Non-NFL event loss. Results of this review will be brought to the Board as a separate report.
ENVIRONMENTAL REVIEW
This agenda not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15060(c)(1) as the it does not involve the exercise of discretionary powers by a public agency;
FISCAL IMPACT
Costs associated with the preparation of this report are included in the Stadium Authority Operating Budget.
COORDINATION
This report has been coordinated with the Stadium Authority Counsel’s Office.
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22-1090 Agenda Date: 11/1/2022
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
Note and file the Santa Clara Stadium Authority Fiscal Year 2021/22 Annual Financial Statements.
Reviewed by: Kenn Lee, Treasurer
Approved by: Rajeev Batra, Executive Director
ATTACHMENTS
1. Santa Clara Stadium Authority Financial Statements
2. Internal Controls and Compliance Letter
3. Independent Auditors’ Report (Debt Compliance Letter) City of Santa Clara Printed on 10/28/2022Page 3 of 3
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SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Financial Statements
March 31, 2022 and 2021
(With Independent Auditors' Report Thereon)
SANT A CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Table of Contents
Independent Auditors' Report
Management's Discussion and Analysis (Unaudited)
Basic Financial Statements:
Statements of Net Position
Statements of Revenues, Expenses, and Changes in Net Position Statements of Cash Flows
Notes to Financial Statements
Page
1 3
8 9
10 11
The Board of Directors
Santa Clara Stadium Authority
KPMG LLP
Suite 1400
55 Second Street
San Francisco, CA 94105
Independent Auditors' Report
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of the Santa Clara Stadium Authority (the Stadium Authority), a component unit of the City of Santa Clara, California, as of and for the years ended March 31, 2022 and 2021 , and the related notes to the financial statements, which collectively comprise the Stadium Authority's basic financial statements for the years then ended as listed in the table of contents .
In our opinion , the accompanying financial statements referred to above present fairly, in all material respects, the financial position of the Stadium Authority as of March 31, 2022 and 2021, and the changes in its financial position and its cash flows for the years then ended in accordance with U.S. generally accepted accounting principles.
Basis for Opinion
We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS) and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Our responsibilities under those standards are further described in the Auditors ' Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Stadium Authority and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion .
Responsibilities of Management for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with U.S. generally accepted accounting principles, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Stadium Authority's ability to continue as a going concern for twelve months beyond the financial statement date, including any currently known information that may raise substantial doubt shortly thereafter .
Auditors ' Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement , whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS and Government Auditing Standards will always detect a material misstatement when it exists . The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion , forgery, intentional omissions , misrepresentations , or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements .
KPM G LLP, a Delaware lim ited liabilit y partnership and a member firm of the KPMG global organization of independent mem ber firms affiliated w ith KPMG lnterna1ional Lim ited, a private English com pany limited by guarantee.
In performing an audit in accordance with GAAS and Government Auditing Standards, we:
• Exercise professional judgment and maintain profess ional skepticism throughout the audit. • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Stadium Authority's internal control. Accordingly, no such opinion is expressed . • Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. • Conclude whether, in our judgment, there are conditions or events, considered in the aggregate , that raise substantial doubt about the Stadium Authority's ability to continue as a going concern for a reasonable period of time .
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.
Required Supplementary Information
U.S. generally accepted accounting principles require that the management's discussion and analysis be presented to supplement the basic financial statements . Such information is the responsibility of management and, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational , economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with GAAS , which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audits of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance .
Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated October 13, 2022 on our consideration of the Stadium Authority's internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters .
The purpose of that report is solely to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the Stadium Authority's internal control over financial reporting or on compliance . That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Stadium Authority's internal control over financial reporting and compliance San Francisco , California
October 13, 2022
2 SANT A CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Management's Discussion and Analysis (Unaudited)
March 31, 2022 and 2021
The management's discussion and analysis of the Santa Clara Stadium Authority (Stadium Authority) provides an overall review of the Stadium Authority's financial activities for the fiscal years ended March 31, 2022 and 2021. The intent of this discussion and analysis is to look at the Stadium Authority's financial performance as a whole. Readers should review the discussion and analysis in conjunction with the basic financial statements, including the notes to the basic financial statements to enhance their understanding of the Stadium Authority's financial performance.
The Stadium Authority has elected to provide comparative financial statements to better assist the reader. The Stadium Authority's fiscal year runs from April 1 through March 31 to conform to the fiscal year of the Stadium Funding Trust (FinanceCo). The Stadium Authority is a component unit of the City of Santa Clara, California (City) whose fiscal year is July 1 through June 30.
The Stadium Authority exists as a public body, separate and distinct from the City. It was established to provide for development and operation of Levi's Stadium.
Financial Highlights
Key financial highlights for the fiscal year ended March 31, 2022 are as follows:
• The carrying value of Levi's Stadium at March 31, 2022, net of depreciation, is $699,633,308. • During the fiscal year, there were ten National Football League (NFL) games, zero ticketed Non-NFL events and twelve smaller special events held at Levi's Stadium. • The Stadium Authority recognized $58,444,137 in operating revenue and $50,412,330 in operating expenses.
• The revenues from the Non-NFL events were $1,232,956 and the related expenses were $1,521,697 resulting in net Non-NFL event loss of $288,741.
• Debt service payments during the fiscal year totaled $31,728,139. Overall remaining outstanding debt was reduced by $16,481,867. The Stadium Authority paid $17,353,477 for both the Term A and Subordinate Loan and incurred an additional $871,610 in principal balance for the CFD Advanced Loan. • The assets of the Stadium Authority exceeded its liabilities by $76,019,326 due to income from the operation of Levi's Stadium.
• The City received $425,000 for stadium ground rent. Additionally, the City is required to be fully reimbursed for all of its administration and public safety costs by either the Stadium Authority for Non-NFL events or Forty Niners SC Stadium Company LLC (StadCo) for NFL events.
Overview of the Financial Statements
This annual report consists of a series of financial statements and the notes to those statements. These statements are organized so the reader can understand the Stadium Authority as a financial whole. The basic financial statements provide both a short-term and long-term view of the Stadium Authority's financial activities and financial position.
3 (Continued)
SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Management's Discussion and Analysis (Unaudited)
March 31, 2022 and 2021
The basic financial statements are comprised of the Statements of Net Position, the Statements of Revenues, Expenses, and Changes in Net Position, the Statements of Cash Flows, and the notes to the financial statements. The Statements of Net Position provide information about the financial position of the Stadium Authority as a whole, including all of its long-term liabilities on the full accrual basis. The Statements of Revenues, Expenses, and Changes in Net Position provide information about all revenue and expenses. The Statements of Cash Flows provides information about cash activities for the period.
Financial Analysis of the Stadium Authority as a Whole
The Stadium Authority's net position at March 31, 2022, March 31, 2021, and March 31, 2020 is as follows:
FY2022 FY2021
increase increase
FY2022 FY2021 FY2020 (decrease) (decrease)
Assets:
Capital assets $ 702,507,201 718,014,273 734,131,303 (15,507,072) (16,117,030) Other assets 108,413,669 104,012,504 107,604,034 4,401,165 (3,591,530) Total assets $ 810,920,870 822,026,777 841,735,337 (11,105,907) (19,708,560) Liabilities:
Current unearned re1.enue $ 15,076,480 14,871,452 14,220,515 205,028 650,937 Other current liabilities 27,208,273 29,128,592 34,338,194 (1,920,319) (5,209,602) Long-term unearned re1.enue 425,271,742 416,092,910 408,765,985 9,178,832 7,326,925 Other long-term liabilities 267,345,049 284,264,912 308,908,054 (16,919,863) (24,643,142) Total liabilities $ 734,901,544 744,357,866 766,232,748 (9,456,322~ (21,874,882) Net position:
Net in1.estment in capital assets $ 427,976,288 426,650,943 412,092,180 1,325,345 14,558,763 Restricted for:
Debt service 21,453,314 20,126,006 19,791,856 1,327,308 334,150 Capital projects and other
agreements 41,272,892 38,565,485 31,599,800 2,707,407 6,965,685 Unrestricted deficit (414,683,168) (407,673,523) (387,981,247) (7,009,645) (19,692,276) Total net position $ 76,019,326 77,668,911 75,502,589 (1,649,585) 2,166,322 Fiscal Year 2021-22 Analysis
Capital assets decreased when compared to the prior year by $15,507,072 due to annual depreciation, partially offset by equipment and buildings additions. Other assets increased when compared to the prior year by $4,401,165. This was due mainly to the net effect of increase in cash and restricted cash offset by a decrease in accounts receivable as result of the August 31, 2022 Settlement Agreement between Stadium Authority, StadCo and Management Co. (See Note 8). Liabilities decreased by $9,456,322 mainly due to principal prepayment of long-term debt, partly offset by an increase in unearned Stadium Builder License (SBL) revenue due to collection of SBL principal that is amortized over the life of the SBL. Total net position for the Stadium Authority, as a whole, decreased between March 31, 2021 and March 31, 2022 to $76,019,326. This decrease of $1,649,585 is primarily due to a decrease in capital assets. 4 (Continued)
SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Fiscal Year 2020-21 Analysis
Management's Discussion and Analysis (Unaudited)
March 31, 2022 and 2021
Capital assets decreased when compared to the prior year by $16,117,030 due to annual depreciation, partially offset by equipment and buildings additions. Other assets also decreased when compared to the prior year by $3,591,530. This was due mainly to the net effect of increases in cash and accounts receivable offset by a decrease in cash with restricted agents associated with the annual funding distributions. Liabilities decreased by $21,874,882 mainly due to principal prepayment of long-term debt, partly offset by an increase in unearned Stadium Builder License (SBL) revenue due to collection of SBL principal that is amortized over the life of the SBL. other current liabilities also decreased by $5,209,602 primarily due to a decrease in interest payable and accrued liabilities related to timing of a debt payment. Total net position for the Stadium Authority, as a whole, increased between March 31, 2020 and March 31, 2021 to $77,668,911. This increase of $2,166,322 is primarily due to a decrease in total liabilities.
The Stadium Authority's revenues, expenses, and changes in net position for the fiscal years ended March 31, 2022, March 31, 2021, and March 31, 2020 are as follows:
FY2022 FY2021
increase increase
FY2022 FY2021 FY2020 (decrease) (decrease)
Operating revenues $ 58,444,137 38,373,955 83,937,765 20,070,182 (45,563,810) Operating expenses (50,412,330) (25,937,991) (62,794,043) (24,474,339) 36,856,052 Operating income 8,031,807 12,435,964 21,143,722 (4,404,157) (8,707,758) Nonoperating revenues 4,128,756 4,691,577 7,347,984 (562,821) {2,656,407) Nonoperating expenses (14,895,722) (15,243,240) (16,744,903) 347,518 1,501,663 Income before contributions
and other revenues (2,735,159) 1,884,301 11,746,803 (4,619,460) (9,862,502) Contributions and other revenues 1,085,574 282,021 3,613,498 803,553 (3,331,477) Increase in net position (1,649,585) 2,166,322 15,360,301 (3,815,907) (13,193,979) Total net position - beginning of fiscal
period 77,668,911 75,502,589 60,142,288 2,166,322 15,360,301 Total net position - end of fiscal period $ 76,019,326 77,668,911 75,502,589 (1,649,585) 2,166,322 Fiscal Year 2021-22 Analysis
Stadium Authority operating revenues increased when compared with the prior year by $20,070,182. This was mainly due to increase in charges for services from NFL Games and smaller special events being held and increase in rents and licenses. The Operating expenses increased by $24,474,339 compared to the prior year.
This increase is primarily because, pursuant to the August 31, 2022 Settlement Agreement between StadCo, ManagementCo, and Stadium Authority, Stadium Authority paid Shared Stadium Expenses and Other Expenses from prior fiscal years' that were previously withheld from payment (see note 8). 5 (Continued)
SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Management's Discussion and Analysis (Unaudited)
March 31, 2022 and 2021
Nonoperating revenues decreased by $562,821 mainly due to a decrease in interest income from SBL.
Nonoperating expenses decreased by $347,518 mainly due to a decrease in interest expense. Significant prepayments were made on the StadCo Subordinated Loan in the prior year decreasing principal and resulting in lower interest expense.
Contributions and other revenues were $1,085,574, an increase of $803,553 over the prior fiscal year. These represent special hotel tax revenues collected to pay the CFO Advance Loan. While the overall hotel tax revenues increased significantly in the current year as we continue to recover from COVID-19, revenues were insufficient to cover the accrued interest on the loan.
Fiscal Year 2020-21 Analysis
Stadium Authority operating revenues decreased when compared with the prior year by $45,563,810. This was mainly due to NFL Games being held with zero attendance and zero Non-NFL events that resulted in zero ticket surcharge revenues and a net loss in Non-NFL events, minimally offset by an amortization of SBL revenue. Operating expenses decreased by $36,856,052 primarily due to a decrease in Non-NFL events expenses and Stadium Manager Expenses the Stadium Authority agreed to pay (see note 7). These decreases in operating expenses were partially offset by increases in SCSA General and Administrative costs and SBL Sales and Service expenses.
Nonoperating revenues decreased by $2,656,407 due to an overall decrease in interest rates over the past year resulting in a decrease in bank interest revenue. Nonoperating expenses decreased by $1,501,663.
Significant prepayments were made on the StadCo Subordinated Loan in the prior year decreasing principal and resulting in lower interest expense.
Contributions and other revenues were $282,021, a decrease of $3,331,477 over the prior fiscal year. These represent special hotel tax revenues collected to pay the CFD Advance Loan. The overall hotel tax revenue collections continued at a significantly depressed level in fiscal year 2020-21 due to limited travel as a result of COVID-19.
Capital Assets
The capital assets of the Stadium Authority are those which are used in the performance of the Stadium Authority's functions, including but not limited to infrastructure-related assets. These assets do not include StadCo's tenant improvements. At March 31, 2022, capital assets totaled $702,507,201.
Further detail may be found in note 4 to the financial statements.
Debt Administration
At March 31, 2022, the Stadium Authority had total debt outstanding of $280,313,692, as shown in detail in note 5 to the financial statements. Stadium Authority's debt was comprised of Stadium Funding Trust Term A loan of $230,138,239, the CFO Advance Loan of $30,374,503, and the StadCo Subordinated Loan of $19,800,950.
6 (Continued)
SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Management's Discussion and Analysis (Unaudited)
March 31, 2022 and 2021
Economic and Financial Overview
Over the last few years, Silicon Valley has seen job growth that has outpaced the rest of the state. This growth has led to rising home prices and a significant increase in commercial and residential development, including several projects in the vicinity of Levi's Stadium. Major financial factors impacting the Stadium Authority are:
• In May 2013, a Naming Rights Agreement with Levi Strauss & Co. (Levi's) was approved. The name of the Stadium is "Levi's Stadium". The naming rights agreement calls for Levi's to pay a total of $154.2 million to the Stadium Authority over a 20-year period. The agreement requires the Stadium Authority to hold at least 36 "Major Events" (with 25,000+ attendees) every three contract years. The Second Amendment to the Stadium Management Agreement states that ManagementCo would pay the Stadium Authority as liquidated damages the amount owed by the Stadium Authority to Levi's® in the event the required number of events is not met. As of March 31, 2022, the Stadium Authority has received $54.7 million in naming rights revenue.
• Stadium Builders Licenses (SBLs) entitle the license holder to priority rights to buy tickets for events at Levi's Stadium. The total value of the currently active SBL holders' licenses is $539.3 million. Through March 31, 2022, $501.4 million in SBL principal payments have been collected since inception. This is due in part to a number of SBL holders paying off or prepaying a large portion of their SBL, and defaulted SB Ls being resold at full price. In addition to SBL collections, the Stadium Authority has collected $63.0 million in interest from license holders who financed their SBLs since inception. • The Stadium Authority generated $25.3 million in lease revenue during the NFL season and a $289 thousand net loss associated with hosting Non-NFL events for the fiscal year ended March 31, 2022. • The Stadium Authority collects a 10% surcharge on the price of admission to all NFL games and a $4 per ticket surcharge for all ticketed Non-NFL events. There were ten regular season NFL games held at Levi's Stadium during fiscal year March 31, 2022. Additionally, there was no ticketed Non-NFL events in fiscal year 2022.
Contacting the Stadium Authority's Financial Management This financial report is designed to provide our residents, taxpayers, investors, and creditors with a general overview of the Stadium Authority's finances and to demonstrate the Stadium Authority's accountability for the money it receives. If you have any questions about this report or need additional financial information, contact the City of Santa Clara Finance Department at 1500 Warburton Avenue, Santa Clara, CA 95050-3796. 7 SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Current assets:
Cash
Restricted cash
Restricted cash with fiscal agent
Accounts receivable
Materials, supplies and prepaids
Total current assets
Capital assets:
Buildings, net
Machinery and equipment, net
Construction in progress
Assets
Total capital assets
Long-term restricted cash with fiscal agent
Total noncurrent assets
Total assets
Liabilities
Current liabilities:
Accounts payable and accrued liabilities
Interest payable
Due to other City of Santa Clara funds
Deferred rent, current portion
Term A loan payable, current portion
Subordinated loan payable, current portion
Unearned revenue, current portion
Total current liabilities
Deferred rent
Term A loan payable
CFO advance loan payable
Subordinated loan payable
Unearned revenue
Total noncurrent liabilities
Total liabilities
Net Position
Net investment in capital assets
Restricted for:
Debt service
Capital projects and other agreements
Unrestricted deficit
Total net position
Statements of Net Position
March 31, 2022 and 2021
See accompanying notes to financial statements.
8 $
2022
20,039,971
35,722,544
27,003,662
13,095,258
1,015,999
96,877,434
699,633,308
2,405,127
468,766
702,507,201
11,536,235
714,043,436
$ 810,920,870
$ 1,229,217
5,753,456
131,278
460,000
14,723,000
4,911,322
15,076,480
42,284,753
6,665,679
215,415,239
30,374,503
14,889,628
425,271,742
692,616,791
$ 734,901,544
$ 427,976,288
21,453,314
41,272,892
(414,683,168)
$ 76,019,326
===========
2021
15,236,364
32,986,213
25,705,278
18,548,414
92,476,269
716,181,316
1,426,780
406,177
718,014,273
11,536,235
729,550,508
822,026,777
3,798,998
6,104,006
123,306
425,000
14,022,000
4,655,282
14,871,452
44,000,044
6,146,635
230,138,240
29,502,893
18,477,144
416,092,910
700,357,822
744,357,866
426,650,943
20,126,006
38,565,485
(407,673,523)
77,668,911
SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Statements of Revenues, Expenses, and Changes in Net Position Years ended March 31, 2022 and 2021
Operating revenues:
Charges for services
Rents and licensing
Operating expenses:
Leases
Materials, services and supplies (note 3a)
Selling, general, and administrative expenses
Depreciation
Operating income
Nonoperating revenues (expenses):
Interest revenue
Other revenue
Interest expense
Income (loss) before contributions and other revenues
Contributions and other revenues:
Contribution from Community Facilities District
Change in net position
Net position - beginning of period
Net position - end of period
See accompanying notes to financial statements.
9 $
2022
11,720,968
46,723,169
58,444,137
1,215,019
30,651,977
1,565,865
16,979,469
50,412,330
8,031,807
4,128,756
(14,895,722)
(2,735,159)
1,085,574
(1,649,585)
77,668,911
$ ==7=6'=0=19=,3=2=6=
2021
390,696
37,983,259
38,373,955
979,044
7,024,214
1,189,341
16,745,392
25,937,991
12,435,964
4,665,147
26,430
(15,243,240)
1,884,301
282,021
2,166,322
75,502,589
77,668,911
SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Statements of Cash Flows
Years ended March 31, 2022 and 2021
2022 2021
Cash flows from operating activities:
Receipts from customers $ 24,286,339 (2,429,940)
Payments to suppliers (29,446,734) (8,204,081)
Rents and licensing received 41,840,919 37,045,208
Net cash provided by operating activities 36,680,524 26,411,187 Cash flows from noncapital financing activities:
(Decrease) increase in due to other City of Santa Clara funds 7,972 (139,039) Net cash (used in) provided by noncapital financing
activities 7,972 (139,039)
Cash flows from capital and related financing activities:
Contribution from Community Facilities District 818,906 965,177 Acquisition and construction of capital assets (1,064,907) (628,362) Principal payments on capital debt (17,353,477) (29,519,797) Interest paid on capital debt (14,374,662) (16,399,236) Net cash used in capital and related financing activities (31,974,140} (45,582,218) Cash flows from investing activities:
Interest and dividends 4,123,966 4,715,533
Net cash provided by investing activities 4,123,966 4,715,533 Net increase (decrease) in cash and restricted cash 8,838,322 (14,594,537) Cash and restricted cash, beginning of period 85,464,090 100,058,627 Cash and restricted cash, end of period $ 94,302,412 85,464,090 Reconciliation of operating income to cash provided by operating activities:
Operating income $ 8,031,807 12,435,964
Depreciation 16,979,469 16,745,392
Shared stadium expenses 5,823,817
Change in operating assets and liabilities:
Accounts receivable (1,700,739) (11,736,549)
Accounts payable and accrued liabilities (1,375,735) 399,474 Prepaid expenses (1,015,999)
Unearned revenue 9,383,860 7,977,862
Deferred rent 554,044 589,044
Net cash provided by operating activities $ 36,680,524 26,411,187 See accompanying notes to financial statements.
10 SANT A CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2022 and 2021
(1) Organization and Reporting Entity
(a) Organization
On June 8, 2010, residents of Santa Clara voted to adopt Measure J, the Santa Clara Stadium Taxpayer Protection and Economic Progress Act, resulting in the approval to construct a new 68,500-seat football stadium (the Stadium) to be leased to the San Francisco 49ers (49ers). In addition, Measure J called for the creation of the Santa Clara Stadium Authority to own, develop, construct, operate, and maintain the Stadium project. The City of Santa Clara, California (City) and the City of Santa Clara Redevelopment Agency (Agency) entered into a Joint Exercise of Powers Agreement (JPA Agreement) establishing the Santa Clara Stadium Authority (Stadium Authority). The JPA Agreement was later amended to add the Bayshore North Project Enhancement Authority as a member of the Stadium Authority. On June 28, 2011, the Governor signed into law Assembly Bill No. X1 26 (ABX1 26), which called for the dissolution of Redevelopment Agencies throughout the State. The California State Supreme Court upheld ABX1 26, and as a result, on February 1, 2012, all California Redevelopment Agencies were dissolved. The Successor Agency of the City of Santa Clara (Successor Agency) then assumed the obligations of the Agency under the JPA Agreement. (b) Financial Reporting Entity
As defined by U.S. generally accepted accounting principles (GAAP), the financial reporting entity consists of a primary government, as well as its component units, which are legally separate organizations for which the elected officials of the primary government are financially accountable.
Financial accountability is defined as:
1) Appointment of a voting majority of the component unit's board and either (a) the ability to impose will by the primary government or (b) the possibility that the component unit will provide a financial benefit to or impose a financial burden on the primary government; or 2) Fiscal dependency on the primary government.
Based upon the application of these criteria, the Stadium Authority has no component units. However, the Stadium Authority is a component unit of the City because the Mayor and City Council serve as the Board of the Stadium Authority. The City Manager serves as the Executive Director. The debt which was incurred for the construction of the Stadium is the responsibility of the Stadium Authority. The City is not a party to the debt nor has the City guaranteed such debt. (2) Summary of Significant Accounting Policies
(a) Basis of Presentation
The financial statements of the Stadium Authority have been prepared in conformity with GAAP, as applied to governmental units. The Governmental Accounting Standards Board (GASS) is the accepted standard setting body for establishing government accounting and financial reporting principles. The Stadium Authority is included as an enterprise fund in the City's Annual Financial Report, and therefore, these financial statements do not purport to represent the financial position and changes in financial position of the City.
11 (Continued)
SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2022 and 2021
(b) Basis of Accounting and Measurement Focus
The Stadium Authority reports its activities as a business-type activity. The financial statements include statements of net position, statements of revenues, expenses, and changes in net position, and statements of cash flows, and are accounted for using the "economic resources" measurement focus and the accrual basis of accounting. Accordingly, all assets and liabilities (whether current or noncurrent) are included on the statements of net position. Reported net position is segregated into three categories - net investment in capital assets, restricted and unrestricted. The statements of revenues, expenses, and changes in net position present increases (revenues) and decreases (expenses) in total net position. Under the accrual basis of accounting, revenues are recognized in the period in which they are earned while expenses are recognized in the period in which a liability is incurred.
Operating revenues are those revenues that are generated from the primary operations of the Stadium Authority. All other revenues are reported as nonoperating. Operating expenses are those expenses that are essential to the primary operations of the fund. All other expenses are reported as nonoperating expenses.
(c) Year-End
An amendment was made to the JPA Agreement on November 13, 2012 in part to change the fiscal year of the Stadium Authority from a July 1 through June 30 fiscal year to an April 1 through March 31 fiscal year to conform with the fiscal year of Stadium Funding Trust. (d) Cash, Restricted Cash, and Restricted Cash with Fiscal Agent The Stadium Authority's cash is not pooled with the City but is held in separate bank and trust accounts.
(i) Composition of Cash, Restricted Cash, and Restricted Cash with Fiscal Agent Cash, restricted cash, and restricted cash with fiscal agent at March 31, 2022 and 2021 consist of cash deposits in banks.
Restricted cash includes revenue that has not yet been transferred to Stadium Funding Trust accounts. On the 15th of the following month all revenue is swept into the Stadium Funding Trust accounts as required by the Deposit and Disbursement Agreement and becomes restricted cash with fiscal agent. It also includes cash dedicated to construction and the capital expenditure and operating reserve accounts.
Restricted cash with fiscal agent consists of stadium deposits pledged to a syndicate of lenders and deposits for stadium construction. The application of these deposits is restricted to fund stadium construction and Stadium Authority operations and debt service. 12 (Continued)
SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2022 and 2021
(ii) Investments Authorized by Debt Agreements
Stadium Authority maintains required amount of cash and investments with trustees or fiscal agents under the terms of certain debt issues. These funds are unexpended bond proceeds or are pledged reserves to be used if Stadium Authority fails to meet its obligations under these debt issues. The California Government Code 53601 (L) allows these funds to be invested in accordance with the statutory provisions governing the issuance of those bonds, indebtedness, other arrangements, or certificates of participation in accordance with the ordinance, resolution, indenture, or agreement of the local agency providing for the issuance. (iii) Custodial Credit Risk
.Custodial credit risk for deposits is the risk that, in the event of the failure of a depository financial institution, a government will not be able to recover its deposits or will not be able to recover collateral securities that are in the possession of an outside party. Under California Government Code Section 53651, depending on specific types of eligible securities, a bank must deposit eligible securities posted as collateral with its agent having a fair value of 105% to 150% of the Stadium Authority's cash on deposit. All of the deposits are either insured by the Federal Depository Insurance Corporation (FDIC) or collateralized with pledged securities held in the trust department of the financial institutions.
(e) Accounts Receivable
Accounts receivable are recorded in the Stadium Authority's accounts at the amounts that are contractually due. Accounts receivable include payments due from the Forty Niners Stadium Management Company, LLC (ManagementCo) as a result of the operations of non-National Football League (NFL) events held at the Stadium and the overpayment of stadium manager expenses. Naming Rights revenue due from Levi's Strauss & Co., special tax proceeds collected by the Community Facilities District (CFO) and not yet paid to Stadium Authority pursuant to the CFO Reimbursement Agreement, and other miscellaneous receivables are also included as accounts receivable in the statements of net position.
(f) Capital Assets
Capital assets are valued at historical cost or estimated historical cost if actual historical cost is not available. Contributed capital assets are valued at their estimated fair value on the date contributed.
Depreciation is recorded on a straight-line basis over the estimated useful lives of the assets with a value over $5,000 and is charged as an expense against operations.
Buildings
Machinery and equipment
13 Useful lives
(years)
20-50
2-25
(Continued)
SANT A CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2022 and 2021
The cost of maintenance, repairs, minor replacements, and renewals are charged to operations as incurred. Major replacements, renewals, and betterments are capitalized. Sales and retirements of depreciable property are recorded by removing the related cost and accumulated depreciation from the accounts. Gains or losses on sales and retirements of property are reflected in the statements of revenues, expenses, and changes in net position.
Interest is capitalized on construction in progress in accordance with applicable guidance. (g) Unearned Revenue and Revenue Recognition
Stadium Builder License (SSL) proceeds and payments received for other license agreements are initially recorded as unearned revenue and are recognized as revenue over the term of the contracts.
Rental income is recognized as revenue on a straight-line basis over the term of the Stadium Lease (note 6(b)).
Non-NFL event revenue, NFL ticket surcharge, Non-NFL ticket surcharge, and other operating revenues are recognized as they are earned.
(h) Risk Management
Per the terms of the Stadium Lease, during operations, the Forty Niners SC Stadium Company LLC procures insurance and the Stadium Authority pays a proportionate share to StadCo. The Fairly Group is the insurance broker for Stadium operations.
(i) Income Taxes
The Stadium Authority falls under the purview of Internal Revenue Code, Section 115 and corresponding California Revenue and Taxation Code provisions. As such, the Stadium Authority is not subject to federal or state income taxes.
U) Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
(3) Stadium Development
(a) Transaction Overview
During fiscal year 2011-12, the Stadium Authority and StadCo entered into a series of agreements in connection with the construction of the Stadium. The Stadium was constructed and is owned by the Stadium Authority; certain tenant improvement components are owned by StadCo. Construction on the Stadium began in April 2012 and it was substantially completed in July 2014, in time for the 2014 NFL season.
14 (Continued)
SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2022 and 2021
The City owns the land on which the Stadium was constructed. The City has leased the land to the Stadium Authority under a ground lease, and the Stadium Authority has leased the Stadium to StadCo for the six-month period from August through January (the NFL season) of each year, for an initial lease term of 40 years. The stadium lease commenced in August 2014 upon substantial completion of construction.
The Stadium Authority retained a design-build firm to complete the design and construction of the Stadium pursuant to a guaranteed maximum price contract. The Stadium Authority was generally responsible for amounts due to the design-builder, except that StadCo was responsible for payment of costs of tenant improvements. StadCo acted as construction agent for the Stadium Authority, with primary responsibility for administering the design-build contract.
The Stadium Authority and StadCo have engaged ManagementCo, an affiliate of StadCo, to manage the Stadium on a year-round basis. The Stadium Management Agreement has an initial term of 25 years, plus a 15-year renewal option. The Stadium Authority pays ManagementCo for services related to its operations on behalf of the Stadium Authority. For the year ending March 31, 2022 and 2021, ManagementCo charged the Stadium Authority $6.8 million and $6.6 million in Shared Expenses and $7.8 million and $7.5 million in Other Operating and Management Expenses, respectively. Due to concerns over violations of State laws, including but not limited to, California's Prevailing Wage statutes and regulations of the California Department of Industrial Relations, and concerns regarding ManagementCo's procurement process, the Stadium Authority partially suspended payments to ManagementCo starting in June 2019, until ManagementCo provided records showing legal and contractual compliance. As certain expenses billed by ManagementCo could not be validated based on records provided, the Stadium Authority only paid $6.1 million in Other Operating Expenses as of March 31, 2021. These partially suspended payments were the subject of an arbitration filed by StadCo and ManagementCo against Stadium Authority. That arbitration and dispute also included the remaining unpaid balance of $6.7 million, which includes interest expenses under the Revolving Loan of $159,112, and a prior year true-up offset of $1.0 million. The Stadium Authority paid $3.9 million in Shared Expenses and $6.4 million in Other Operating Expenses as of March 31, 2022. The remaining unpaid balance of $3.4 million which includes interest expense of $193,522 and a prior year true-up offset of $1.3 million was part of the parties' arbitration and dispute (see footnote 7b).
On August 31, 2022, Stadium Authority, StadCo and ManagementCo settled the arbitration and disputes regarding the partially suspended Shared Expenses and Operating and Management Expenses. As part of the settlement, under section 11 (b)(iii), Stadium Authority agreed to recognize the $15.8 million unpaid expenses along with the $426 thousand interest expenses under the Revolving Loan incurred from fiscal year 2019-20 through fiscal year 2021-22, ManagementCo's prior unauthorized payments of the unpaid expenses through the Revolving Loan are now treated as timely Stadium Authority payments, but without Stadium Authority agreeing to ManagementCo's actions or draws under the Revolving Loan (see footnote 8). The $16.3 million in ManagementCo expenses were recorded in fiscal year ending March 31, 2022. These are the Shared Expenses and Operating and Management Expenses that were previously withheld in 2020 and 2021. 15 (Continued)
SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2022 and 2021
(b) Construction Funding
Funding for construction of the Stadium, excluding tenant improvements funded by StadCo, falls into three major categories: an initial construction loan from a bank syndicate, which was refinanced during 2013 as described below; funding from the StadCo Subordinated Loan; and construction period and other revenues.
(i) Stadium Construction Loan Facility
The initial financing included a delayed draw term loan facility (the Construction Facility) provided by a syndicate of banks (the Lenders) to Stadium Funding Trust (FinanceCo). FinanceCo, a Delaware statutory trust, entered into the Construction Facility with the Lenders and then issued a loan facility to the Stadium Authority in the amount of $450 million (the Authority Loan). The Construction Facility had a maturity date of September 1, 2015. In June 2013, FinanceCo and the Stadium Authority refinanced the Construction Facility, resulting in FinanceCo paying off the Construction Facility and entering into a new debt structure that includes 26-year fixed rate notes and a delayed draw 5-year loan facility. FinanceCo then issued a new loan facility to the Stadium Authority in the amount of $450 million. The Stadium Authority's loan facilities are discussed in note 5.
(ii) StadCo Subordinated Loan
In March 2012, StadCo agreed to loan the Stadium Authority up to $500 million (the Subloan) to be used for the construction of Levi's Stadium. During the refinance process in June 2013, the interest rate on the Subloan was fixed and part of the then outstanding Subloan was paid down. The Subloan is discussed in note 5.
(iii) Construction Period and Other Revenues
Certain revenues were collected by the Stadium Authority while the Stadium was under construction. These construction period and other revenues primarily consist of SBL and Naming Rights revenues collected by the Stadium Authority.
16 (Continued)
SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2022 and 2021
(4) Capital Assets
Capital asset activity for the year ended March 31, 2022 was as follows:
Balance Balance
March 31, March 31,
2021 Additions Reductions 2022
Nondepreciable assets:
Construction in progress $ 406,177 247,001 (184,412) 468,766 Total nondepreciable
assets 406,177 247,001 (184,412) 468,766
Capital assets being depreciated:
Buildings 826,249,132 (21,248) 826,227,884
Machinery and equipment 2,560,605 1,431,056 3,991,661
Less accumulated depreciation for:
Buildings (110,067,816) (16,526,760) (126,594,576)
Machinery and equipment (1,133,825) (452,709) (1,586,534) Net depreciable assets 717,608,096 (15,548,413) (21,248) 702,038,435 Net capital assets $ 718,014,273 (15,301,412} (205,660} 702,507,201 17 (Continued)
SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2022 and 2021
Capital asset activity for the year ended March 31, 2021 was as follows:
Balance Balance
March 31, March 31,
2020 Additions Reductions 2021
Nondepreciable assets:
Construction in progress $ 416,730 4,447 {15,000) 406,177 Total nondepreciable
assets 416,730 4,447 (15,000) 406,177
Capital assets being depreciated:
Buildings 826,227,888 21,244 826,249, 132
Machinery and equipment 1,942,934 617,671 2,560,605
Less accumulated depreciation for:
Buildings (93,541,056) (16,526,760) (110,067,816)
Machinery and equipment (915,193) (218,632) (1,133,825) Net depreciable assets 733,714,573 (16,106,477) 717,608,096 Net capital assets $ 734,131,303 {16,102,030) {15,000) 718,014,273 Interest expense incurred during the years ended March 31, 2022 and 2021 totaled $14,895,722 and $15,243,240, respectively. No interest was capitalized. (5) Long-Term Debt
(a) Long-Term Debt Summary
Changes in long-term debt for the year ended March 31, 2022 consisted of the following:
Outstanding Outstanding Amounts
as of as of due
Interest March 31, March 31, within one
Type of indebtedness Issue date Due date rates 2021 Additions Reductions 2022 year Business type activity debt:
Stadium Funding Trust
Loan:
Term A Loan 6/19/2013 4/1/2039 5.00 % $ 244, 160,240 (14,022,001) 230, 138,239 14,723,000 StadCo CFD Advance 4/1/2013 12/31/2054 5.73 29,502,893 871,610 (I) 30,374,503 StadCo Subordinated Loan 3/28/2012 3/31/2043 5.50 23,132,426 (3,331,476) 19,800,950 4,911,322 Total $ 296,795,559 871,610 (17,353,477) 280,313,692 19,634,322 Ill The addition to the StadCo CFD Advance is interest being added to principal due to the tining of the quarterly payments. (see note 5(c)). 18 (Continued)
SANT A CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2022 and 2021
Changes in long-term debt for the year ended March 31, 2021 consisted of the following:
Outstanding Outstanding Amounts
asof asof due
Interest March 31, March 31, within one
Ty~e of indebtedness Issue date Due date rates 2020 Additions Reductions 2021 year Business type actility debt:
Stadium Funding Trust
Loan:
Term A Loan 6/19/2013 4/1/2039 5.00% $ 257,514,240 (13,354,000) 244,160,240 14,022,000 StadCo CFD Advance 4/1/2013 12/31/2054 5.73 28,832,979 1,050,753 (1) (380,839) 29,502,893 StadCo Subordinated Loan 3/28/2012 3/31/2043 5.50 38,917,384 (15,784,958) 23,132,426 4,655,282 Total $ 325,264,603 1,050,753 (29,519,797) 296,795,559 18,677,282 11 ) The addition to the StadCo CFD Advance is interest being added to principal due to the timing of the quarterly payments. (see note S(c)). (b) Stadium Funding Trust Loan
The Restated Credit Agreement by and among FinanceCo, the Stadium Authority and Goldman Sachs Bank was entered into on June 19, 2013. FinanceCo agreed to loan the Stadium Authority up to $450 million. Under the Restated Credit Agreement, the loan from FinanceCo consists of the Term A Loan and the Term B Loan. On March 31, 2016, the Stadium Authority paid the remaining amount due on the Term B Loan.
(i) Term A Loan
The Term A Loan was made in the amount of $282.79 million. This loan bears interest at a fixed rate of 5%, payable semi-annually, with annual principal payments due beginning in April 2018. It has a maturity date in 2039 and is subject to certain prepayment premiums. The loan was fully drawn at closing. As of March 31, 2022, $230.1 million was outstanding. Debt service on this loan is secured by a pledge of available SBL Revenues of Stadium Authority.
In the event of default under the loan agreement, FinanceCo has the right, upon written notice to the Stadium Authority, to accelerate and declare the Stadium Authority's obligation to repay the related loan to FinanceCo to be immediately due and payable. (c) StadCo CFD Advance
In May of 2010, the City completed the proceedings to establish CFO for the purpose of financing certain publicly owned facilities and public services associated with the Stadium.
On June 11, 2013, the CFO, the Stadium Authority, and StadCo entered into a Reimbursement Agreement under which the CFO would agree to reimburse the Stadium Authority for costs of the publicly owned facilities and public services constructed for the Stadium. The reimbursement can only be made from the special tax generated by the CFO, as and when received by the CFO. 19 (Continued)
SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Ciara, California) Notes to Financial Statements
March 31, 2022 and 2021
StadCo has agreed to advance to the Stadium Authority funds to pay for the CFO Infrastructure (StadCo CFO Advance). To evidence the Stadium Authority's obligation to repay the StadCo CFO Advance, the Stadium Authority and StadCo also executed a note on June 11, 2013. The StadCo CFO Advance has a maximum principal of $38 million and an interest rate of 5.73%.
During the year ended March 31, 2022, as the special CFO tax was submitted to the Stadium Authority, a number of payments were made on the StadCo CFO Advance. StadCo CFO Advance payments were made mid-way through each quarter. The interest that accrued between the last StadCo CFO Advance payment and the end of the year is added to principal. The amount of payment due for the year was $1.7 million, which included $1.7 million in interest and $0 in principal. The Stadium Authority made $819 thousand in payments and added the remaining unpaid balance to the principal during the year. As of March 31,2022, and 2021, $30.4 million and $29.5 million was outstanding respectively, which includes $872 thousand of interest added to principal as of March 31, 2022. (d) StadCo Subordinated Loan
The Restated StadCo Obligations Agreement dated as of June 19, 2013 was entered into by and between StadCo and the Stadium Authority as part of the take-out financing process. Under the Restated StadCo Obligations Agreement, StadCo will loan the Stadium Authority an amount not to exceed $500 million with a fixed 5.50% interest rate. Required principal repayments started in March 2016 and the Stadium Authority may prepay the loan at any time.
Payments totaling $4.6 million were made on the loan during the year. This included a $3.3 million in principal prepayment and $1.3 million in interest. As of March 31, 2022 and 2021, $19.8 million and $23.1 million, respectively, was outstanding. Debt service on this loan is secured by a pledge of available Stadium Authority revenues on a basis subordinate to outstanding senior loans, if any.
In the event of default under the loan agreement, StadCo has the right, upon written notice to the Stadium Authority, to accelerate and declare the Stadium Authority's obligation to repay the related loan to StadCo to be immediately due and payable.
(e) Management Company Revolving Loan
The Management Company Revolving Loan dated as of March 28, 2012 was entered into by and between the Stadium Authority and ManagementCo. The Management Company Revolving Loan provides borrowing to the Stadium Authority in an amount not to exceed $25 million through the earlier of the end of the term of the Stadium Lease or the expiration of the Stadium Management Agreement, with interest at the prime rate payable quarterly. The Management Company Revolving Loan may be used solely for the purpose of enabling the Stadium Authority to pay Covered Stadium Authority Operating Expenses (as defined in the agreement) to the extent, and only to the extent, that funds are not otherwise available.
On July 3, 2019, ManagementCo began issuing certificates of loan to the Stadium Authority under the Management Company Revolving Loan and with Sections 5.2 and 5.3 of the Stadium Management Agreement. The Management Agreement engages ManagementCo for services rendered related to its operations on behalf of the Stadium Authority. The Management Company Revolving Loan may be used solely for the purpose of enabling the Stadium Authority to pay covered Stadium Authority 20 (Continued)
SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2022 and 2021
operating expenses, as defined in the agreement, to the extent, and only to the extent, that funds are not otherwise available. During fiscal year 2019-20, certain operating expenses came into question by the Stadium Authority and as such, were partially withheld from payment to ManagementCo until ManagementCo provided documentation to show the services were legally procured and complied with applicable laws (see footnote 3a). Subsequently, ManagementCo triggered the Revolving Loan provisions to draw monies for the payment of operating expenses not paid to date by the Stadium Authority. As of March 31, 2021 and 2022, the amount outstanding reported in the Management Company Revolving Loan by ManagementCo was $6.7 million and $0, respectively. ManagementCo was able to pay off the Revolving Loan balance with the year-end excess cash from operations.
Stadium Authority disputed these draws and the application of Stadium Authority's excess cash to pay off the balance, and these disputes were part of the parties' arbitration regarding Shared Stadium Expenses.
On August 31, 2022, Stadium Authority, StadCo and ManagementCo entered into a settlement agreement, which included terms addressing these disputes. Specifically, under section 11 (b)(iii) of the Settlement Agreement, Stadium Authority agreed to recognize the prior unpaid expenses incurred from fiscal year 2019-20 through fiscal year 2021-22, and ManagementCo's prior unauthorized payments of the unpaid expenses through the Revolving Loan are treated as timely Stadium Authority payments, but without Stadium Authority agreeing to ManagementCo's actions or draws under the Revolving Loan.
(f) Pledge of Future Revenues
The pledge of future revenues ends upon repayment of the $249.9 million in outstanding principal on the Term A and Subordinate Loan which is scheduled to occur in fiscal year 2039-40 and 2042-43, respectively. For fiscal year 2021-22, revenues including operating revenues and non-operating interest earnings amounted to $62.6 million and operating costs including operating expenses, but not interest, depreciation or amortization amounted to $33.4 million. Net revenues available for debt service amounted to $29.2 million which represented a coverage ratio of 1.5 on the $19.6 million of debt service.
(g) Long-Term Debt Maturities
Future principal and interest amounts due on long-term debt are as follows as of March 31, 2022:
Year ending March 31:
2023
2024
2025
2026
2027
Thereafter
Total
21 Principal
$ 19,634,322
20,640,446
12,766,322
12,079,850
8,404,934
206,787,818
$ 280,313,692
Interest
13,600,273
12,557,201
11,907,226
11,214,668
10,561,125
108,747,350
168,587,843
(Continued)
SANT A CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2022 and 2021
(6) Leases
(a) Ground Lease
On February 28, 2012, the Stadium Authority entered into a lease (the Ground Lease) with the City whereby the City leases the Stadium site to the Stadium Authority. The Ground Lease was amended on June 19, 2013.
The Ground Lease has an initial term of 40 years. The first lease year commenced on the first day following the substantial completion of construction (August 1, 2014) and ended on the next following March 31. The subsequent lease years will start on April 1 and end on the following March 31. The Stadium Authority will have five successive extension options, each four years in duration, which would commence following the initial term expiration date.
The Ground Lease provides that the City will receive a fixed ground rent (Fixed Ground Rent) of $180 thousand for the first year of Stadium operations payable by the Stadium Authority. Beginning in the second year of Stadium operations and annually thereafter through the tenth year of Stadium operations, the Fixed Ground Rent will increase annually by $35 thousand. Beginning in the 11th year of Stadium operations, Fixed Ground Rent will be increased to equal $1 million, and thereafter will be increased by $100 thousand every five years through the end of the initial term of the Ground Lease. If the term of the Ground Lease is extended, then, during the first extension term, the Fixed Ground Rent will equal $1.58 million; and if and to the extent the Ground Lease is further extended, the Fixed Ground Rent will be increased by $80 thousand every four years thereafter through the expiration of the term of the Ground Lease. While the Fixed Ground Rent payments vary over the course of the Ground Lease, Ground Lease expense is recorded on a straight-line basis. Therefore $979 thousand of ground lease expense was reported in each of the fiscal years ended March 31, 2022 and 2021.
The Ground Lease also provides that the City will receive a performance-based rent equal to 50% of the net income from Non-NFL events, less certain credits including 50% of the Fixed Ground Rent, payable by the Stadium Authority. If certain of the credits are not used within the year incurred or the next five succeeding years, the credits will expire.
Future minimum payments due under the lease are as follows:
Year ending March 31:
2023 $ 460,000
2024 495,000
2025 1,000,000
2026 1,000,000
2027 1,000,000
Thereafter 34,500,000
$ 38,455,000
22 (Continued)
SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2022 and 2021
(b) Stadium Lease
On March 28, 2012, the Stadium Authority entered into a lease with StadCo whereby the Stadium Authority leases the Stadium to StadCo. On June 19, 2013, the same parties entered into an Amended and Restated Stadium Lease Agreement (the Stadium Lease).
The Stadium Lease has an initial term of 40 years commencing on the first day following the substantial completion of construction (August 1, 2014) and includes five successive options to extend the term by four years each. The Stadium Lease is divided into two seasons:
• The Tenant Season, which includes the NFL season (including preseason, regular season, and postseason NFL games) and runs from August 1 through January 31; and • The Stadium Authority Season, which runs from February 1 through July 31.
Pursuant to the Stadium Lease, the Stadium Authority and StadCo will be entitled to receive and collect separate revenues. Initially, rent payable by StadCo to the Stadium Authority was $24.5 million per year. This amount was established pursuant to the Stadium Lease in connection with the take-out financing, which occurred on June 19, 2013. The Stadium Lease allowed for one opportunity to adjust the rent if operating or debt service expenses are either more or less than projected in determining the initial rent. Based on the changes to the projected operating and debt service expenses, the provisions for a one-time rent adjustment were triggered. At the Stadium Authority Board (Board) meeting held on March 22, 2016, the Board decided not to adjust the rent, and instead passed a motion to pursue the informal dispute resolution procedures and to proceed to the arbitration process if necessary.
Thereafter, on May 3, 2016, StadCo filed for arbitration with the Stadium Authority.
On June 18, 2018, the arbitrator entered an Arbitration Award in favor of the Stadium Authority and against StadCo. This award adjusted the facility rent from $24.5 million to $24.76 million, an increase of $262,000. This increase is retroactive to the first lease year resulting in a total amount owed to the Stadium Authority of $1.31 million for the first five lease years, through March 31, 2020. In addition to the adjustment to the facility rent, the Stadium Authority was entitled to reimbursement of its legal fees, determined by the arbitrator to be $2.28 million. The lease also provides for a fair market rent adjustment in year 33.
The Stadium Authority received $25.3 million and $17.3 million in stadium rent from StadCo in each of the fiscal years ended March 31, 2022 and 2021, respectively. There were seven additional NFL events in fiscal year 2021-22, therefore; lease revenues in fiscal year 2021-22 were higher than the prior year.
The Stadium Authority may elect to expand the Tenant Season to consist of the entire lease year, from April 1 through the next succeeding March 31 (Stadium Authority Put Right), by delivering written notice to StadCo. The Stadium Authority Put Right may be exercised at any time during lease year 13, or at any time that the Management Company Revolving Loan balance exceeds $20 million. The expansion of the Tenant Season will be effective as of the applicable Tenant Season Expansion Date as set forth in the Stadium Lease. Effective from and after the Tenant Season Expansion Date, and continuing through the remainder of the Stadium Lease term, the Tenant Season will consist of the entire lease year.
23 (Continued)
SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2022 and 2021
(7) Contingencies
(a) Asset Retirement Obligation
Pursuant to the Ground Lease, the Stadium Authority may be required to demolish the Stadium and other improvements at the end of the lease term, upon written notice from the City. Pursuant to the Stadium Lease, the Stadium Authority will establish reserves to fund the cost of demolishing the stadium at the end of the lease term. While such reserves are projected to cover the entire demolition cost, StadCo will be responsible for funding any shortfall. (b) ManagementCo Expense Litigation
On June 13, 2019, the Stadium Authority partially suspended payments to ManagementCo for Operating and Management Expenses and Shared Expenses incurred by ManagementCo, based on Stadium Authority's obligations to protect public funds and due to concerns over ManagementCo's compliance with contractual obligations and violations of State laws, including but not limited to, California's Prevailing Wage statutes, California Department of Industrial Relations regulation, and procurement requirements. The partially suspended payments would be released when ManagementCo provided records showing legal and contractual compliance.
StadCo and ManagementCo initiated arbitration proceedings to dispute the Stadium Authority's position. Based on Stadium Authority's reasonable justification for the partial suspension of payments and because the dispute was subject to litigation, the Stadium Authority did not recognize the suspended payments as an expense in fiscal years 2020 and 2021.
On July 3, 2019, ManagementCo, acting independently, began issuing certificates of loan to the Stadium Authority under the Management Company Revolving Loan and with Sections 5.2 and 5.3 of the Stadium Management Agreement, to pay for the suspended Shared Expenses of approximately $6,634,000, which covers expenses from June 2019 thru February 2020. The draw incurred $109,436 in interest expense and increased the Management Company Revolving Loan balance amount to $6,300,653 in principal and interest for fiscal year 2019-20 (see footnote 5e). Stadium Authority objected to and disputed the use and draws of the Revolving Loan, and did not recognize at that time the principal or interest claims under the Revolving Loan as an expense.
On April 1, 2020, the Stadium Authority completed the Trust Excess Cash Flow funding instructions and provided it to the FinanceCo and StadCo to complete fiscal year 2019-20's 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, as explained above. StadCo deviated from the funding instructions and took the Excess Revenues from the distribution to pay off the Management Company Revolving Loan. The Stadium Authority was informed of this deviation in a letter dated April 27, 2020. On May 18, 2020, the Stadium Authority notified StadCo and the Trust that the deviation 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.
24 (Continued)
SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2022 and 2021
In fiscal year 2020-21, ManagementCo continued to issue certificates of loan under the Revolving Loan to the Stadium Authority for the suspended Shared Expenses of approximately $7,249,747, which covers expenses from March 2020 through March 2021. ManagementCo also issued a certificate of loan for $1,601,538 to pay for a portion of the $2,741,014 invoice from fiscal year 2019-20's Non-NFL events' net loss reported by ManagementCo. The remaining balance of $1,139,476 in the Non-NFL events' net loss invoice was from the City's Public Safety costs, which ManagementCo had requested that the City recoup the costs directly with the Stadium Authority. The Stadium Authority included the Non-NFL events' net loss of $1,601,538 in the overall dispute with ManagementCo.
On March 31, 2021, the Stadium Authority completed the Trust Excess Cash Flow funding instructions and provided it to the FinanceCo and StadCo to complete fiscal year 2020-21 's year-end Trust Excess Cash Flow funding distribution per the Deposit and Disbursement Agreement. The Trust Excess Cash Flow instruction requested that the Trust pay the StadCo Subordinated Loan in the amount of $5,796,711. However, StadCo deviated from the funding instructions and used $2,167,689 from the distribution to pay off the Management Company Revolving Loan instead. The Stadium Authority was informed of this deviation in a letter dated May 18, 2021. Subsequently, the Stadium Authority recorded a receivable from StadCo for $2,167,689.
In fiscal year 2021-22, ManagementCo issued a certificate of loan to the Stadium Authority for $4,874,745, which includes unpaid Shared Expenses of $4,291,056 from April 2021 through March 2022, fiscal year 2020-21 Non-NFL events' depreciation expense of $32,689, and fiscal year 2021-22 Non-NFL events' net loss of $551,000. ManagementCo also invoiced the Stadium Authority $193,522 for Revolving Loan interests and applied $1,319,976 in credits to the Revolving Loan for prior years expense true-ups. As a result, the amount outstanding in the Management Company Revolving Loan increased by $3,748,291, from $6,683,597 to $10,431,888 before StadCo deviated from the fiscal year 2021-22 Trust Excess Cash Flow funding instruction and fully paid off the Revolving Loan.
On March 31, 2022, the Stadium Authority completed the Trust Excess Cash Flow funding instructions and provided it to the FinanceCo and StadCo to complete fiscal year 2021-22's year-end Trust Excess Cash Flow funding distribution per the Deposit and Disbursement Agreement. The Trust Excess Cash Flow instruction requested that the Trust pay the StadCo Subordinated Loan in the amount of $15,035,648. However, StadCo deviated from the funding instructions and used $10,431,888 from the distribution to pay off the Management Company Revolving Loan instead. The Stadium Authority was informed of this deviation in a letter dated April 13, 2022. Subsequently, the Stadium Authority recorded a receivable from StadCo for $10,431,888.
Stadium Authority objected to and disputes ManagementCo's draws and use of the Revolving Loan, as explained above, as well as the use of Stadium Authority's excess cash each year to pay Revolving Loan principal and interest. These disputes were part of the parties' arbitration matter. On August 31, 2022, Stadium Authority, StadCo and ManagementCo entered into a settlement agreement, which included terms addressing these disputes. Specifically, under section 11(b)(iii) of the Settlement Agreement, Stadium Authority agreed to recognize the prior unpaid expenses incurred from fiscal year 2019-20 through fiscal year 2021-22, and ManagementCo's prior unauthorized payments of the unpaid expenses through the Revolving Loan are treated as timely Stadium Authority payments, but without Stadium Authority agreeing to ManagementCo's actions or draws under the Revolving Loan 25 (Continued)
SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2022 and 2021
(c) Historical SBL Buffet Costs
On April 30, 2020, the Stadium Authority received an invoice in the amount of $4,388,709 for previously un-billed "complimentary" buffet costs associated with certain SBL holders for the NFL seasons from 2014 thru 2018. On May 13, 2020, the Stadium Authority issued a response letter disputing the newly billed costs citing that the costs were not presented in a reasonable manner relative to the financial planning and reporting requirements of the Lease Agreement and Stadium Management Agreement and there is no justification for delaying presentment and demand for payment. The invoices presented also lack sufficient supporting documentations in order to confirm the validity of the costs and charges under the Lease Agreement terms. StadCo and ManagementCo have initiated arbitration proceedings to dispute the Stadium Authority's position and the dispute is still outstanding.
As of March 31, 2022, ManagementCo invoiced an additional $902,081 in new buffet costs to the Stadium Authority through the fiscal year 2021-22 Non-NFL events' net loss. ManagementCo also issued a certificate of loan to the Stadium Authority under the Management Company Revolving Loan for the buffet amount and subsequently paid off the loan through the year-end excess cash distribution.
Stadium Authority objected to and disputes ManagementCo's unauthorized payment of these buffet costs through the Revolving Loan, and also the payment of that loan through year-end excess cash.
Pursuant to the parties' August 31, 2022 settlement agreement and stipulation, ManagementCo's draw under the Revolving Loan will be treated as a timely Stadium Authority payment, under protest, and with a full reservation of Stadium Authority's rights and claims. The Stadium Authority recorded a $902,081 receivable from ManagementCo for the loan draw on the buffet costs as of March 31, 2022. (8) Subsequent Events
On August 31, 2022, the Stadium Authority entered into a settlement agreement with StadCo and ManagementCo over disputes regarding the Operating and Management Expenses and Shared Expenses that were previously withheld. As part of the settlement, the Stadium Authority agreed to recognize the $15.8 million of unpaid ManagementCo expenses along with the $426 thousand interest expenses from the Revolving Loan. The Stadium Authority will not have to pay for the unpaid expenses since ManagementCo already paid for the expenses through the Revolving Loan draws and year-end excess cash. Additionally, the Stadium Authority will reverse the receivable balances previously recorded for the year-end excess cash diversions that ManagementCo took to pay off the Revolving Loan balance. As part of the settlement, Stadium Authority did not confirm or agree to ManagementCo's prior actions or draws under the Revolving Loan. The unpaid expenses were properly recognized in fiscal year ending March 31, 2022. 26 KPMG LLP
Suite 1400
55 Second Street
San Francisco, CA 94105
Independent Auditors' Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance With Government Auditing Standards
The Board of Directors
Santa Clara Stadium Authority :
We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of the Santa Clara Stadium Authority (the Stadium Authority), a component unit of the City of Santa Clara, California, which comprise the Stadium Authority's statement of financial position as of March 31, 2022, and the related statements of revenues, expenses and changes in net position, and cash flows for the year then ended, and the related notes to the financial statements, and have issued our report thereon dated October 13, 2022.
Report on Internal Control Over Financial Reporting
In planning and performing our audit of the financial statements, we considered the Stadium Authority's internal control over financial reporting (internal control) as a basis for designing audit procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the Stadium Authority 's internal control. Accordingly, we do not express an opinion on the effectiveness of the Stadium Authority's internal control.
A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the entity's financial statements will not be prevented, or detected and corrected, on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies , in internal control that is less severe than a material weakness , yet important enough to merit attention by those charged with governance .
Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses . However, material weaknesses or significant deficiencies may exist that were not identified.
Report on Compliance and Other Matters
As part of obtaining reasonable assurance about whether the Stadium Authority's financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts , and grant agreements, noncompliance with which could have a direct and material effect on the financial statements . However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards .
KPMG LLP, a Delaware limited liability partnership and a me mber firm of the KPMG global organization of indepe ndent mem ber lirms affiliated w ith KPMG International Limited, a private English com pany limite d by guarantee.
Purpose of This Report
The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the entity's internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the entity's internal control and compliance . Accordingly, this communication is not suitable for any other purpose .
San Francisco, California
October 13, 2022
2 The Board of Directors
Santa Clara Stadium Authority :
KPMG LLP
Suite 1400
55 Second Street
San Francisco, CA 94105
Independent Auditors' Report
We have audited, in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States, the financial statements of the Santa Clara Stadium Authority (the Authority), a component unit of the City of Santa Clara, California, which comprise the statements of net position as of March 31 , 2022 and 2021, and the related statements of revenues, expenses and changes in net position, and cash flows for the years then ended, and the related notes to the financial statements, and have issued our report thereon dated October 13, 2022.
In connection with our audit, nothing came to our attention that caused us to believe that the Stadium Authority failed to comply with the terms, covenants , provisions, or conditions of Sections 5 to 6, of the Credit Agreement dated June 19, 2013, by and among the Stadium Authority, Stadium Funding Trust and Goldman Sachs Bank USA (as Administrative Agent), insofar as they relate to accounting matters. However, our audit was not directed primarily toward obtaining knowledge of such noncompliance . Accordingly, had we performed additional procedures , other matters may have come to our attention regarding the Stadium Authority's noncompliance with the above -referenced terms, covenants , provisions, or conditions of the Credit Agreement, insofar as they relate to accounting matters .
This report is intended solely for the information and use of the board of directors and management of the Stadium Authority, Stadium Funding Trust and Goldman Sachs Bank USA and is not intended to be and should not be used by anyone other than these specified parties.
San Francisco, California
October 13, 2022
KPMG LLP, a Delaware lim ite d liability partn ersh ip and a mem ber firm of the KPMG global organizati on of indepe ndent mem ber firms affiliate d w ith KPMG Internat ional Lim ited, a private English company lim ite d by guaran tee.
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-1101 Agenda Date: 11/1/2022
REPORT TO COUNCIL
SUBJECT
Public Hearing: Action to Waive Second Reading and Adopt Ordinance No. 2053 Amending Title 15 (“Buildings and Construction”) of “The Code of the City of Santa Clara, California” for the Adoption of the 2022 California Building Standards Code, with local amendments
BACKGROUND
At the October 18, 2022 Council meeting, proposed Ordinance No. 2053 was passed for the purpose of publication. Pursuant to City Charter Sections 808 and 812 and Government Code Section 50022.3, a summary and notice of a public hearing for proposed Ordinance No. 2053 was published twice to the Santa Clara Weekly on October 19, 2022 and October 26, 2022, and copies were posted in three public places and made available for public inspection at the City Clerk’s Office.
DISCUSSION
Title 24 of the California Code of Regulations, also referred to as the California Building Standards Code, governs the design and construction of buildings, facilities and associated equipment throughout California. The California Building Standards Commission updates the Building Standards Code on a triennial basis to improve safety, sustainability, and resiliency, and to incorporate new technology, design, and construction methods. The 2022 California Building Standards Code will become effective statewide on January 1, 2023.
After each triennial update, local jurisdictions must then adopt the California Building Standards Code to act as the governing Building Standards Code within their jurisdiction. The local adoption process provides an opportunity for each jurisdiction to make minor modifications to the Building Standards Code to align with local concerns, by making findings that local climatic, geographical, or topographical conditions justify making the modifications.
The proposed ordinance would adopt the California Building Standards Code as the Building Code for the City, with local modifications related to additional automatic fire sprinkler requirements for Group R3 occupancies, and additional requirements for safe stairway configuration and emergency exit routing to facilitate emergency egress out of multi-story buildings. On October 18, 2022, the City Council adopted Resolution No. 22-9147 making the requisite climatic, geographical, and topographical findings for these local modifications.
The proposed ordinance also adopts the 2022 versions of the California Energy Code and California Green Building Standards Code, without any local modifications. An update to the City of Santa Clara 2022 Reach Code, previously adopted in November of 2021 is also being considered tonight, under a separate ordinance. If the Council adopts the update to the Reach Code, the unmodified versions of the Energy Code and Green Building Standards Code will not go into effect.
City of Santa Clara Printed on 10/28/2022Page 1 of 2
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22-1101 Agenda Date: 11/1/2022
ENVIRONMENTAL REVIEW
The action being considered is exempt from the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15305 in that it is a minor alteration in land use limitations that will not result in any changes in land use or density, and section 15308 in that it is an action taken by a regulatory agency as authorized by California law to assure maintenance or protection of the environment.
FISCAL IMPACT
There is no cost to the City other than administrative staff time and expense.
COORDINATION
This report has been coordinated with the Building Division of the Community Development Department, Silicon Valley Power, and the Fire Department.
PUBLIC CONTACT
A summary and notice of public hearing for proposed Ordinance No. 2053 was published to the Santa Clara Weekly on October 19, 2022 and October 26, 2022, and copies were posted in three public places and made available for public inspection at the City Clerk’s Office.
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
Waive Second Reading and Adopt Ordinance No. 2053 Amending Title 15 (“Buildings and Construction”) of “The Code of the City of Santa Clara, California” for the Adoption of the 2022 California Building Standards Code, with local amendments.
Reviewed by: Steve Ngo, Interim City Attorney
Approved by: Rajeev Batra, City Manager
ATTACHMENTS
1. Ordinance No. 2053 (Intro)
City of Santa Clara Printed on 10/28/2022Page 2 of 2
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ORDINANCE NO. 2053
AN ORDINANCE OF THE CITY OF SANTA CLARA, CALIFORNIA,
AMENDING CHAPTER 15.05 ("ADMINISTRATIVE CODE"),
CHAPTER 15.15 ("BUILDING CODE"), CHAPTER 15.17
("RESIDENTIAL CODE"), CHAPTER 15.18 ("PROPERTY
MAINTENANCE CODE") , CHAPTER 15.20 ("ELECTRICAL
CODE"), CHAPTER 15.30 ("MECHANICAL CODE"), CHAPTER
15.35 ("PLUMBING CODE"), CHAPTER 15.36 ("ENERGY
CODE"), CHAPTER 15.37 ("HISTORICAL BUILDING CODE"),
CHAPTER 15.38 ("GREEN BUILDING CODE"), AND CHAPTER
15.75 ("EXISTING BUILDING CODE"), OF TITLE 15
("BUILDINGS AND CONSTRUCTION") OF "THE CODE OF THE
CITY OF SANTA CLARA, CALIFORNIA" FOR THE ADOPTION OF
THE 2022 CALIFORNIA BUILDING STANDARDS CODE, AS
AMENDED HEREIN
BE IT ORDAINED BY THE CITY OF SANTA CLARA AS FOLLOWS:
WHEREAS, the California Building Standards Commission has adopted and published an updated Title 24 of the California Code of Regulations, also referred to as the 2022 California Building Standards Code, that will become effective statewide on January 1, 2023; and WHEREAS, the City of Santa Clara has reviewed and determined to adopt the 2022 California Building Standards Code pursuant to California Health and Safety Code Sections 17958 and 18941.5.
NOW THEREFORE, BE IT FURTHER ORDAINED BY THE CITY OF SANTA CLARA, AS FOLLOWS:
SECTION 1: That Chapter 15.05 ("Administrative Code") of Title 15 ("Buildings and Construction") of "The Code of the City of Santa Clara, California" ("SCCC") is repealed in its entirety and replaced with the following:
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Ordinance/2022 Code Adoption
City Council October 18, 2022