Agenda packet — City Council and Authorities Concurrent, March 21, 2023 (part 4 of 5)

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-1513 Agenda Date: 3/21/2023

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on the Santa Clara Stadium Authority Financial Status Report for Quarter Ending December 31, 2022 and Related Budget Amendments

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

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

This report provides information covering the Stadium Authority’s third (October 1, 2022 - December 31, 2022) quarter of the 2022/23 (“FY”) fiscal year.

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

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

At the March 15, 2022 Stadium Authority Board meeting, the Executive Director was delegated authority to approve budget amendments of $5.1 million to move funds from the Legal Contingency line item to Shared Expenses after the review of adequate documentations for costs based on Board direction. Subsequent to that direction, Stadium Authority staff met with Stadium Manager on April 12, 2022 to review documentation for shared expenses. After follow-up meetings with the Stadium Manager, payments related to compensation were reviewed and approved for monthly payment; these totaled $5.1 million for the fiscal year.

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On August 31, 2022, Stadium Authority, Forty Niners SC Stadium Company and Stadium Manager settled disputes regarding the partially suspended Shared Expenses and Operating and Management Expenses. As part of the settlement, the Stadium Authority agreed to pay for the budgeted expense for its share of Shared Stadium Manager Expenses and other expenses for the current fiscal year. As such, the payments were released in the third quarter.

DISCUSSION
The attached financial status reports provide information covering the Stadium Authority’s third quarter (October 1, 2022 - December 31, 2022) of FY 2022/23. The reports summarize National Football League (“NFL”) and Non-NFL event activity at Levi’s ® Stadium and describes the financial
impact of these events on the Stadium Authority and City since FY 2014/15. The report also provides the budget to actual revenue and expense summaries for the operating, debt service, and capital funds. Analysis of the financial activity through the fiscal year measures the adherence to the budget and allows the Stadium Authority to monitor and project revenues and expenses. Any significant variances are explained in the report.

NFL Event Revenue and Expenses
There were nine NFL games held thru the third quarter of FY 2022/23. Levi’s® Stadium hosted one pre-season NFL game and eight regular NFL season game of the 2022 season which are detailed in the report. This resulted in $10.4 million in NFL ticket surcharge for the Stadium Authority and $219,000 of Senior and Youth Program Fees for the City. Public safety costs for NFL games totaled an estimated $4.0 million which will be fully reimbursed to the City.

Non-NFL Event Revenue and Expenses
There were 7 ticketed Non-NFL events and 56 special events which are detailed in the report. The 7 ticketed Non-NFL events held in FY 2022/23 and generated an average net profit of $941,000 per event. Table 1 below summarizes revenues and expenditures for the 7 ticketed events.

Table 1
In Millions $
Ticketed Event Revenue Expense Net
Concert 1 2.0$ (0.9)$ 1.1$
Concert 2 1.8 (1.1) 0.7
Concert 3 1.8 (0.8) 1.0
Concert 4 1.7 (0.4) 1.3
Concert 5 1.4 (0.3) 1.1
Concert 6 1.3 (0.3) 1.0
Sporting Event 1 1.5 (1.1) 0.4 Total Ticketed Non-NFL Net Revenue to Date 11.5$ (4.9)$ 6.6$ The Non-NFL event ticket sales generated $1.3 million in ticket surcharge revenue, half of which will fund the discretionary fund. Public safety costs for these events totaled an estimated $2.5 million which will be fully reimbursed to the City.

When combining ticketed and non-ticketed Non-NFL revenues to date, Table 2 below shows approximately $4.0 million in net revenue (excluding surcharge revenue) through the end of the third City of Santa Clara Printed on 3/16/2023Page 2 of 8
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quarter. It should be noted the financial information provided are a draft and subject to change as additional revenues and/or expenditures are recorded.

Table 2
No. of
Events Net Revenue
Ticketed Events
Concerts 6 6,131,747$
Sporting Events:

Soccer 1 451,890
Net Revenue from Ticketed Events 7 6,583,637$
Net Revenue from Special Events (weddings, corporate events, etc.) 56 1,998,619 Other Operating Expenses (1) (495,578)
Net Revenue from Non-NFL Events (2)
63 8,086,678$
Total Performance Rent Paid to City's General Fund (3)
- $
(3) Performance Rent is calculated as 50% of the net revenue from Non-NFL events less performance-based credit of 50% of Ground Rent and Public Safety Costs exceeding threshold which is part of an unsettled claim. (1) Other Operating Expenses are expenses not attributable to a specific event.

Event Type
(2) Net Revenue from Non-NFL Events does not include Non-NFL Event Ticket Surcharge of $1.3 million.

Stadium Builder Licenses (“SBLs”)
SBLs account for 35% of the Stadium Authority’s annual budgeted revenue in FY 2022/23. As of December 31, 2022, there is a total of 62,311 currently active SBLs which is 94% of the 66,136 total sellable SBL seats. The value of the active SBLs amount to $543.8 million of which $506.2 million has already been collected.

Stadium Authority Budgets
The detailed analysis of Stadium Authority budget to actual financials is provided in the attached Financial Status Reports. In summary, total operating revenues were $54.2 million representing 79% of the overall budget for revenues and total operating expenses were $41.2 million or 60% of the budget. The debt service fund was able to pay down $15.9 million in debt, bringing total Stadium Authority debt down to $264.4 million. Capital expenses were $2.3 million representing 10% of the overall CIP budget.

FY 2022/23 Stadium Authority Budget Adjustments
From time to time, budget adjustments may be necessary to align revenues or expenditures to actual or unexpected activity during the course of a fiscal year, known after the adoption of the Stadium Authority Budget. On March 7, 2023, the Stadium Authority Board adopted the Santa Clara Stadium Authority FY 2023/24 Operating, Debt Service, and Capital Budget which also includes projected revenues, expenses, and transfers out for FY 2022/23. As of the timing of the publication of this report, additional information from FY 2022/23 has resulted in recommended budget adjustments as follows:
1) The San Francisco 49ers played one (1) pre-season, ten (10) regular season, and two (2) post -season NFL games in FY 2022/23 which resulted in higher than anticipated revenues from NFL Ticket Surcharge by $545,000. Senior and Youth Program Fees (based on $0.35 per NFL game ticket) are also projected to be higher than anticipated by $13,000. Budget adjustments are needed to reflect the increases in the payment to the City’s’ General Fund by $13,000 as City of Santa Clara Printed on 3/16/2023Page 3 of 8
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well as the revenues from NFL Ticket Surcharge by $545,000 and Senior & Youth Program Fees by $13,000 to the Stadium Authority.
2) There were seven (7) ticketed Non-NFL events held at the Stadium in FY 2022/23 which resulted in higher than anticipated net revenues from Non-NFL Events by $7.0 million. Non- NFL Event Ticket Surcharge (based on $4.00 per Non-NFL event ticket) and the corresponding Transfers Out to Discretionary Fund Reserve (based on $2.00 per Non-NFL event ticket) are also projected to be higher than anticipated. Budget adjustments are needed to reflect the increases in the contribution to Discretionary Fund Reserve ($355,000) as well as Net Revenues from Non-NFL Events by $7.0 million and revenues from Non-NFL Event Ticket Surcharge by $710,000 to the Stadium Authority.
3) Due to improved economy and interest environment, an additional $130,000 from collection of SBL Proceeds and $1.0 million from interest income are projected for FY 2022/23. In addition, a portion of the FY 2021/22 Naming Rights revenue ($3.6 million) was collected in FY 2022/23. Budget adjustments are needed to align with the projected actuals. 4) Fund Expense is projected at $1.3 million for FY 2022/23 which includes distributions of $650,000 to the General Fund and Stadium Authority operations. A budget adjustment is needed to reflect these distributions.
5) Use of StadCo Tenant Improvements is projected to be higher than anticipated by $34,000 as more Non-NFL events were held in FY 2022/23. A budget adjustment is needed to reflect the increase in the payment to StadCo.
6) The calculation for FY 2022/23 performance-based rent is 50% of the Net Revenues from Non -NFL Events less the sum of performance-based rent credits. The performance-based rent credits include 50% of the current year’s base ground rent ($230,000) and credited public safety costs ($3.4 million). Public Safety Costs exceeding threshold are treated as credits towards performance-based rent which is part of an unsettlement claim, and a budget adjustment is needed to reflect the increase in Legal Contingency Reserve for Public Safety Costs by $3.4 million
7) Net of corresponding payments to the City’s General Fund and various reserve contributions, revenues related budget adjustments above are projected to increase total source of funds by $9.3 million. Disputes regarding the Operating and Management Expenses and Shared Expenses were settled on August 31, 2022, and $10.5 million of Contingency Reserve from FY 2021/22 are expected to the released as additional source of funds. Total projected increase of $19.8 million to source of funds will mainly be used for additional StadCo Subordinated Loan pre-payment ($5.4 million) and contributions to Operating Reserve ($7.3 million) and Renovation/Demolition Reserve ($7.0 million). Budget adjustments are needed to align with the projected actuals.
8) Due to improved economy, an additional $199,000 in Contribution from CFD is projected for FY 2022/23. A budget adjustment of $199,000 million is needed to reflect the projected increase in both special hotel tax revenues and CFD Advance payment. 9) Net of corresponding payments to the City’s General Fund and various reserve contributions, City of Santa Clara Printed on 3/16/2023Page 4 of 8
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revenues related budget adjustments requested under the Operating Budget above are projected to increase total source of funds by $9.3 million. Of the additional $9.3 million in source of funds, an additional $5.4 million are projected to be transferred to the Debt Service Fund for StadCo Subordinated Loan pre-payment. A budget adjustment is needed to align with the projected actuals.
10)Enclosed Trailer CapEx Project - The Police Department received approved budget of $15,283 to purchase an enclosed trailer that will better protect existing mules from the elements. The opening of the original trailer design had incorrect size and dimensions, and an alternative trailer design was subsequently tested and selected. A budget adjustment is needed to increase this line item by $1,139 to $16,422.
11)Crestron Control & Building Operating System Upgrades CapEx Project - In FY 2021/22, ManCo received approved budget of $10,000 to upgrade system for monitoring HVAC, lighting, electrical, and fire alarms. A portion of the upgrades were anticipated to complete in FY2021/22, and only $4,001 were carried over to FY 2022/23 budget. This project experienced delays and some of the upgrades anticipated to complete in FY 2021/22 were completed during FY 2022/23. A budget adjustment is needed to increase this line item by $2,519 to $6,520.

Responses to Questions Raised at the March 7, 2023 Budget Hearing At the public hearing for the FY 2023/24 Stadium Authority Budget, several questions were raised and are addressed here, as part of this report. Details regarding Non-NFL Event revenue and expenses by ticked event are provided in this report. The figures are not tied to the name of the specific event in order to protect negotiations of future Non-NFL Events. Several questions were also raised regarding the Stadium Manager’s recent restructuring and the potential FY 2023/34 Budget Amendments that may result from such a change. Following the March 7 th meeting, Stadium
Authority staff discussed these information requests. The Stadium Manager recently hired Francine Hughes, a nationally recognized leader in venue management, as Executive Vice President and General Manager of Levi’s Stadium. This restructuring did not impact the level of resources supporting the Stadium Manager. The restructuring effort is not currently expected to provide significant cost savings, and therefore, no FY 2023/24 Budget Amendment is included in this document. Nonetheless, if it is determined in the future that a budget amendment is necessary, the Stadium Manager and City Staff will work to bring one to the Board at a later date.

FISCAL IMPACT
As discussed, staff recommends several budget amendments as detailed in the table below:

Current Increase/
(Decrease)
Revised
Operating Fund
Revenues
NFL Ticket Surcharge $10,822,000 $545,000 $11,367,000
SBL Proceeds $24,398,000 $130,000 $24,528,000
Interest $15,000 $1,022,000 $1,037,000
Net Revenues from Non-NFL Events $250,000 $7,012,000 $7,262,000 Naming Rights $7,380,000 $3,636,000 $11,016,000
Senior & Youth Program Fees $237,000 $13,000 $250,000
Non-NFL Event Ticket Surcharge $574,000 $710,000 $1,284,000 Total Revenue Adjustments $13,068,000
Expenses
Senior & Youth Fees (paid to City) $237,000 $13,000 $250,000 Discretionary Fund Expense $250,000 $1,050,000 $1,300,000 Use of StadCo Tenant Improvements $48,000 $34,000 $82,000 Legal Contingency $1,262,000 ($1,172,989) $89,011
Total Expense Adjustments ($75,989)
Transfers Out
Debt Service $40,984,580 $5,357,000 $46,341,580
Discretionary Fund Reserve $287,000 $355,000 $642,000
Operating Reserve $369,000 $7,333,000 $7,702,000
Renovation/Demolition Reserve $0 $7,031,000 $7,031,000
Total Transfers Out Adjustments $20,076,000
Reserves
Increase in Operations and Maintenance
Reserve
$8,459
Decrease in Contingency Reserve ($11,366,540)
Decrease in Discretionary Fund Reserve ($1,050,000)
Increase in Legal Contingency Reserve -
Buffet Costs
$2,075,070
Increase in Legal Contingency Reserve -
Public Safety Costs
$3,401,000
Total Reserve Adjustments ($6,932,011)
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Current Increase/
(Decrease)
Revised
Operating Fund
Revenues
NFL Ticket Surcharge $10,822,000 $545,000 $11,367,000
SBL Proceeds $24,398,000 $130,000 $24,528,000
Interest $15,000 $1,022,000 $1,037,000
Net Revenues from Non-NFL Events $250,000 $7,012,000 $7,262,000 Naming Rights $7,380,000 $3,636,000 $11,016,000
Senior & Youth Program Fees $237,000 $13,000 $250,000
Non-NFL Event Ticket Surcharge $574,000 $710,000 $1,284,000 Total Revenue Adjustments $13,068,000
Expenses
Senior & Youth Fees (paid to City) $237,000 $13,000 $250,000 Discretionary Fund Expense $250,000 $1,050,000 $1,300,000 Use of StadCo Tenant Improvements $48,000 $34,000 $82,000 Legal Contingency $1,262,000 ($1,172,989) $89,011
Total Expense Adjustments ($75,989)
Transfers Out
Debt Service $40,984,580 $5,357,000 $46,341,580
Discretionary Fund Reserve $287,000 $355,000 $642,000
Operating Reserve $369,000 $7,333,000 $7,702,000
Renovation/Demolition Reserve $0 $7,031,000 $7,031,000
Total Transfers Out Adjustments $20,076,000
Reserves
Increase in Operations and Maintenance
Reserve
$8,459
Decrease in Contingency Reserve ($11,366,540)
Decrease in Discretionary Fund Reserve ($1,050,000)
Increase in Legal Contingency Reserve -
Buffet Costs
$2,075,070
Increase in Legal Contingency Reserve -
Public Safety Costs
$3,401,000
Total Reserve Adjustments ($6,932,011)
Current Increase/
(Decrease)
Revised
Debt Service Fund
Sources
Contribution from CFD $2,124,000 $199,000 $2,323,000
Transfers in from Operating $40,984,580 $5,357,000 $46,341,580 Total Source Adjustments $5,556,000
Expenses
CFD Advance $2,042,000 $199,000 $2,241,000
StadCo Subordinated Loan $15,490,580 $5,357,000 $20,847,580 Total Expense Adjustments $5,556,000
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Current Increase/
(Decrease)
Revised
Debt Service Fund
Sources
Contribution from CFD $2,124,000 $199,000 $2,323,000
Transfers in from Operating $40,984,580 $5,357,000 $46,341,580 Total Source Adjustments $5,556,000
Expenses
CFD Advance $2,042,000 $199,000 $2,241,000
StadCo Subordinated Loan $15,490,580 $5,357,000 $20,847,580 Total Expense Adjustments $5,556,000
Current Increase/
(Decrease)
Revised
CIP Fund
Expenses
Enclosed Trailer CapEx Project $15,283 $1,139 $16,422
Crestron Control & Building Operating
System Upgrades
$4,001 $2,519 $6,520
Total Expense Adjustments $3,658
Reserves
Capital Expense Reserve $2,891,145 ($3,658) $2,887,487
Total Reserve Adjustments ($3,658)

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

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

RECOMMENDATION

1. Note and file the Santa Clara Stadium Authority Financial Status Report for the Quarter Ending December 31, 2022; and

2. Approve various FY 2022/23 Santa Clara Stadium Authority budget adjustments based on City of Santa Clara Printed on 3/16/2023Page 7 of 8
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projected year-end performance in the Operating Fund from reserves and recognizing additional revenues; and

3. Approve various FY 2022/23 Santa Clara Stadium Authority budget adjustments based on projected year-end performance in the Debt Service Fund; and

4. Approve various FY 2022/23 Santa Clara Stadium Authority budget adjustments based on projected year-end performance in the CIP Fund from reserves.

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

ATTACHMENTS

1. SCSA Financial Status Report for the Quarter Ending December 31, 2022 City of Santa Clara Printed on 3/16/2023Page 8 of 8
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SCSA
Santa Clara Stadium Authority

SANTA CLARA

STADIUM AUTHORITY

FINANCIAL STATUS REPORT
Quarter Ending December 31, 2022
March 21, 2023
'=== WELCOME TO '==S
LEVI ' S · STADIUM
1 Table of Contents
Introduction .................................................................................................................. ... 2 NFL Events .................................................................................................................... . 3 Non-NFL Events .............................................................................................................. 6 Discretionary Fund ........................................................................................................ 12 Stadium Builder Licenses .............................................................................................. 12 Santa Clara Stadium Authority Budget Status Reports ................................................. 15 Operating Budget ....................................................................................................... 15 Debt Service Budget .................................................................................................. 21 Capital Improvement Project Budget ......................................................................... 26 City of Santa Clara Net General Fund Impact ............................................................... 30 Public Safety and Administrative Cost Reimbursement ............................................. 30 Rents and Senior and Youth Fee ............................................................................... 30 Other Revenue Impacts ............................................................................................. 30 Glossary ........................................................................................................................ 32 2 Introduction
This Santa Clara Stadium Au thority (“Stadium Authority ”) Financial Status Report provides information covering the third quarte r of the Stadium Authority’s 2022/23 fiscal year (“FY”) which ended on December 31, 2022. Comparative data from prior fiscal years is also included.

In addition to these quarterl y reports, the Stadium Authorit y produces annual financial statements. The FY 2021/22 financial statements were audited by an external audit firm and presented to the Stadium Authority’s Audit Commi ttee on September 30, 2022 and approved by the Stadium Authority Board (“Board”) on November 1, 2022. The financial statements are published on the Stadium Authority’s website.

The Stadium Authority also pr epares a detailed b udget prior to the beginning of each fiscal year. The FY 2022/23 budget was adopted by the Board on March 15, 2022.

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

Methodology
Information provided in this report was based in part on documentation submitted by the Stadium Manager. Specifically, National Football League (NFL) and Non-NFL event statistics and financial information relating to the Stadium Manager expenses are provided by the Stadium Manager . Stadium Authority staf f has access to selected financial information submitted by the Stadi um Manager provided through the Stadium Authority’s Financial Management System and event reports received for Non-NFL events. These reports are received 45 days af ter each event for events with attendance greater than 25,000. More detailed documents for the events are received within 90 days after the close of the quarter. For all other financial information, a full detailed review and/or audit of source documentation has not been completed by the Stadium Authority for this report and would be completed at fiscal year-end.

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

The information provided is based on the best known and available information at the time of the writing of this report and is subject to further revision and review. Revisions may occur based on the timing of revenue and expenditure activity for events in this quarter that continue beyond the timing of this report. Consequently, the Board’s notation and filing of this report should not be cons idered an approval of the accuracy of the information in the report.
3 NFL Events
This section provides year to date and comparative data for NFL games categorized as pre-season and regular season games.

The San Francisco Forty-Niners (“49ers”) played a total of nine NFL games (one pre- season games and eight regul ar season game) at Levi’s
® Stadium as of December 31,
2022. There was a total of 624,746 tickets sold to these NFL games, an average of 69,416 per game. This is up by an average of 2,244 or 3% per game when compared to the same period in the prior fiscal year. The ticket sales resulted in $10.4 million in NFL ticket surcharge revenue (10% of ticket sales) to the Stadium Authority. The average NFL ticket surcharge revenue was $1.2 million per game in the current year which is up by $164,660 or 17% from the same period in the prior fiscal year. A to tal of $219,000 of Senior and Youth Program Fees, which is based on $0.35 per NFL ticket sold, were collected through the end of the third quarter of the fiscal year. These fees were transferred to the City’s General Fund in support of such programs.

A total of 66,868 cars were parked in the permitted offsite parking lots generating $410,000 in offsite parking fees. The overall number of cars parked in the permitted offsite lots declined by an average of 86 cars per game or -1% when compared to the prior fiscal year.

There was an estimated $4.0 mill ion of NFL event public sa fety costs in the current reporting period which is an av erage of $448,641 per game. This is down from the prior year average of $503,792 by $55,151 or -11%. Of the $4.0 million NFL event public safety costs, $3.2 million or 80% are direct City costs and $797,000 or 20% are outside agency costs. $410,000 of the total NF L event public safety costs are covered by the offsite parking fees that were collected and the remaining are invoiced to the Stadium Manager.

NFL event public safety cost invoices are provided to the Stadium Manager approximately 45 days after the game date which will be fully reimbursed to the City.

Statistics for the NFL games held at Levi’s
® Stadium in the first three quarters of the
2022/23 fiscal year are shown in Table 1 and comparative data from all nine years of operations can be found in Table 2.

4 Table 1

Game 1 vs
Packers
Game 2 vs
Seahawks
Game 3 vs
Rams
Game 4 vs
Chiefs
Game 5 vs
Chargers
Game 6 vs
Saint
Game 7 vs
Dolphins
Game 8 vs
Buccaneers
Game 9 vs
Commanders 2022/23
08/12/22 09/18/22 10/03/22 10/23/22 11/13/22 11/27/22 12/04/22 12/11/22 12/24/22 YTD Total No. of Tickets Sold 66,747 69,759 69,674 69,881 69,698 69,479 69,868 69,755 69,885 624,746 NFL Ticket Surcharge 541,108$ 999,315$ 996,116$ 1,650,552$ 1,017,704$ 997,334$ 1,016,788$ 2,173,980$ 989,437$ 10,382,333$ Senior/Youth Program Fees 23,361$ 24,416$ 24,386$ 24,458$ 24,394$ 24,318$ 24,454$ 24,414$ 24,460$ 218,661$ Cars Parked at Offsite Lots 4,830 6,873 6,104 7,382 8,360 8,612 8,526 8,256 7,925 66,868 City Offsite Parking Fee 29,608$ 42,131$ 37,418$ 45,252$ 51,247$ 52,792$ 52,264$ 50,609$ 48,580$ 409,901$ Cars Parked on Tasman Lots - - - - - - - - - - City Tasman Lot Parking Fee -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Stadium Public Safety Costs (1)
393,521$ 437,541$ 448,600$ 464,709$ 487,576$ 456,631$ 455,262$ 471,581$ 422,345$ 4,037,765$ Less: Offsite Parking Fee Credit (29,608)$ (42,131)$ (37,418)$ (45,252)$ (51,247)$ (52,792)$ (52,264)$ (50,609)$ (48,580)$ (409,901)$ Reimbursable Stadium Public Safety Costs 363,913$ 395,410$ 411,183$ 419,457$ 436,329$ 403,839$ 402,998$ 420,971$ 373,765$ 3,627,864$ Amount Reimbursed -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ (1) Includes estimated stadium public safety costs from outside agencies Levi's® Stadium
2022/23 NFL Event Statistics
As of December 31, 2022
5 Table 2

No. of NFL Events
No. of Tickets Sold
NFL Ticket Surcharge
Senior/Youth Program Fees
Cars Parked at Offsite Lots
City Offsite Parking Fee
Cars Parked on Tasman Lots
Cars Parked on Golf Course
City Tasman Lot and Golf Course Parking Fee
Stadium Public Safety Costs < >
Golf Course Public Safety Costs
Subtotal Event Public Safety Costs
Less: Offsite Parking Fee Credit
Reimbursable Stadium Public Safety Costs
Total Amount Reimbursed
Levi's® Stadium
Historical NFL Event Statistics
2014/15 Q3 2015/16 Q3 2016/17 Q3 2017/18 Q3 2018/19 Q3 2019/20 Q3 2020/21 Q3 2021/22 Q3 2022/23 Q3 Total Total Total Total Total Total Total Total Total
10 9 9 10 10 10 9 9
682,095 602,268 588,794 643 ,189 651 ,237 662,731 604,546 624,746 $ 8,366,290 $ 7,448,271 $ 7,403,778 $ 7,806,190 $ 8,076,510 $ 8,412,291 $ - $ 8,900,398 $ 10,382,333 $ 238,734 $ 210,794 $ 206,078 $ 225,116 $ 227,933 $ 231,956 $ - $ 211,591 $ 218,661 90,024 51 ,375 61 ,310 54,107 56,390 64,960 63,718 66,868 $ 442,919 $ 260,985 $ 321,264 $ 293,260 $ 317,476 $ 380,016 $ - $ 376,573 $ 409,901 4,983 6,184 4,653 5,530 4,729 5,751 3,930
233,306 18,823
$ 141,445 $ 125,035 $ 23,265 $ 27,650 $ 23,645 $ 28,755 $ - $ 19,650 $ $ 2,414,028 $ 2,092,697 $ 2,497,858 $ 2,388,347 $ 2,994,735 $ 3,701,510 $ - $ 4,534,124 $ 4,037,765 $ 180,766 $ 71 ,000 $ - $ - $ - $ - $ - $ - $
$ 2,594,794 $ 2,163,698 $ 2,497,858 $ 2,388,347 $ 2,994,735 $ 3,701,510 $ - $ 4,534,124 $ 4,037,765 $ (442,919) $ (260,985) $ (321,264) $ (293,260) $ (317,476) $ (380,016) $ - $ (376,573) $ (409,901) $ 2,151,875 $ 1,902,713 $ 2,176,593 $ 2,095,087 $ 2,677,259 $ 3,321,494 $ - $ 4,157,551 $ 3,627,864 $ 2,151,875 $ 1,902,713 $ 2,176,593 $ 2,095,087 $ 2,677,259 $ 3,321,494 $ - $ 4,157,551 $ Includes estimated stadium public safety costs from outside agencies 6 Non-NFL Events
This section provides annual and comparative data for Non-NFL Events categorized as events ranging from high school and college football games , international soccer matches, concerts, wedding fairs, and special events. During the current reporting period there were a total of 319,778 tickets sold for the seven ticketed Non-NFL events that were held, resulting in $1.3 million Non-NFL event ticket surcharge revenue (from the $4 per ticket Non-NFL event surcharge). The ticketed Non-NFL events in the current reporting period were large-scale events resulting in a large increase in the ticket surcharge revenue over the same period in the prior year. There were no ticketed events held during FY 2021/22 due to the COVID-19 pandemic.

The Stadium Manager reports t hat there were also 56 sma ller special events held at Levi’s
® Stadium with 22,410 attendees during the current repo rt period. Due to the pandemic, there were only 12 smaller specia l events held with 3,698 attendees during the entire FY 2021/22. Examples of these s pecial events include corporate events of various sizes, weddings, holiday parties, high school dances, etc.

In correlation with increase in Non-NFL event s held during the curr ent reporting period, there were 35,302 cars parked at these offsite lots and the City has received $215,000 in related offsite parking fees.

Total Non-NFL event public safety costs were $2.5 million. As noted previously, this increase in cost is due to more events being held in the current year when compared to the prior year. Of these costs, $215,000 were covered by the offsite parking fee. The remaining $2.3 million were invoiced which has been fully reimbursed to the City.

Statistics for the seven Non-NFL ticketed events and 56 special events are shown in Table 3 and comparative data from all nine years of operations are shown in Table 4.

7 Table 3

Coldplay Grupo Firme
Red Hot Chili
Peppers The Weeknd
Mexico vs
Colombia
Elton John
Day 1
Elton John
Day 2 2022/23
05/15/22 07/02/22 07/29/22 08/27/22 09/27/22 10/08/ 22 10/09/22 YTD Total No. of Scanned Attendees 50,308 29,995 43,205 45,716 56,404 40,275 36,796 302,699 No. of Tickets Sold 50,478 31,169 45,977 48,801 63,939 44,134 35,280 319,778 Non-NFL Ticket Surcharge 201,912$ 124,676$ 183,908$ 195,204$ 255,756$ 176,536$ 141,120$ 1,279,112$ No. of Non-NFL Special Events 56 56 Non-NFL Special Event Attendees 22,410 22,410 Cars Parked at Offsite Lots 5,666 2,502 4,914 5,518 4,953 5,823 5,926 - 35,302 City Offsite Parking Fee 33,486$ 15,337$ 30,123$ 33,825$ 30,362$ 35,695$ 36,326$ -$ 215,155$ Stadium Public Safety Costs 399,716$ 381,615$ 320,070$ 362,232$ 472,432$ 291,856$ 278,288$ 23,254$ 2,529,464$ Less: Offsite Parking Fee Credit (33,486)$ (15,337)$ (30,123)$ (33,825)$ (30,362)$ (35,695)$ (36,326)$ -$ (215,155)$ Reimbursable Public Safety Costs 366,230$ 366,277$ 289,948$ 328,407$ 442,070$ 256,161$ 241,962$ 23,254$ 2,314,309$ Amount Reimbursed 366,230$ 366,277$ 289,948$ 328,407$ 442,070$ 255,974$ 241,962$ 21,379$ 2,312,247$ Levi's® Stadium
FY2022/23 Non-NFL Event Statistics
As of December 31, 2022
2022/23 YTD
Special Events
8 Table 4

2014/15 Q3 2015/16 Q3 2016/17 Q3 2017/18 Q3 2018/19 Q3 2019/20 Q3 2020/21 Q3 2021/22 Q3 2022/23 Q3 Total Total Total Total Total Total Total Total Total
No. of non-NFL Ticketed Events 7 15 17 11 11 8 - - 7 No. of Tickets Sold 248,591 623,687 579,059 319,580 290,341 183,874 - - 240,364 Non-NFL Ticket Surcharge 916,656$ 2,455,816$ 2,316,236$ 1,278,320$ 1,161,364$ 735,496$ -$ -$ 961,456$ No. of Non-NFL Special Events 138 171 101 84 87 64 - 1 56 Non-NFL Special Event Attendees 42,808 97,747 43,526 51,928 32,593 22,155 - - 22,410 Cars Parked at Offsite Lots 16,054 55,720 60,969 25,741 26,041 17,127 - - 35,302 City Offsite Parking Fee 78,986$ 278,703$ 313,978$ 138,087$ 144,407$ 98,547$ -$ -$ 215,155$ Cars Parked on Golf Course 8,566 21,572 9,562 - - - - - - City Golf Course Parking Fee 42,830$ 107,860$ 47,810$ -$ -$ -$ -$ -$ -$ Stadium Public Safety Costs 1,217,852$ 3,003,358$ 2,938,082$ 1,601,824$ 1,948,594$ 1,556,785$ -$ 1,827$ 2,529,464$ Golf Course Public Safety Costs 64,618$ 119,842$ 39,905$ -$ -$ -$ -$ -$ -$ Subtotal Event Public Safety Costs 1,282,469$ 3,123,200$ 2,977,987$ 1,601,824$ 1,948,594$ 1,556,785$ -$ 1,827$ 2,529,464$ Less: Offsite Parking Fee Credit (78,986)$ (278,703)$ (313,978)$ (138,087)$ (144,407)$ (98,547)$ -$ -$ (215,155)$ Reimbursable Public Safety Costs 1,203,483$ 2,844,497$ 2,664,009$ 1,463,737$ 1,804,187$ 1,458,238$ -$ 1,827$ 2,314,309$ Amount Reimbursed 1,203,483$ 2,844,497$ 2,664,009$ 1,463,737$ 1,804,187$ 1,458,238$ -$ -$ 2,312,247$ (1) Includes Non-NFL special events.

Levi's® Stadium
Historical Non-NFL Event Statistics(1)
9 Table 5 summarizes ticketed Non-NFL revenues and expenditures by event. There were 7 ticketed Non-NFL events held in FY 2022/23 and generated an average net profit of $941,000 per event. The inclusion of this info rmation is to provide a greater level of transparency and provide the overall financial results of the Non-NFL events.

Table 5

In Millions $
Ticketed Event Revenue Expense Net
Concert 1 2.0$ (0.9)$ 1.1$
Concert 2 1.8 (1.1) 0.7
Concert 3 1.8 (0.8) 1.0
Concert 4 1.7 (0.4) 1.3
Concert 5 1.4 (0.3) 1.1
Concert 6 1.3 (0.3) 1.0
Sporting Event 1 1.5 (1.1) 0.4 Total Ticketed Non-NFL Net Revenue to Date 11.5$ (4.9)$ 6.6$ Levi's® Stadium
Ticketed Non-NFL Events Revenue and Expenditure Summary FY 2022/23 Quarter 3
10 Table 6 and 7 show net revenue for Non-NFL events by event type and event revenue and expense by category. For FY 2022/23, t he Stadium Manager prov ided a projection of Non-NFL events net profits of a range from $250,000 to $1,750,000, as cited in the FY 2022/23 Adopted Stadium Authorit y Budget. In the first th ree quarters of FY2022/23, ticketed events and non-ticketed special events contributed $6.6 million and $2.0 million in net profits, respectively. Offset by $496,000 of non-event specific other operating expenses, the Stadium Manager reported a net revenue of $8. 1 million for the current reporting period.

Table 6

No. of
Events Net Revenue
Ticketed Events
Concerts 6 6,131,747$
Sporting Events:

Soccer 1 451,890
Net Revenue from Ticketed Events 7 6,583,637$
Net Revenue from Special Events (weddings, corporate events, etc.) 56 1,998,619 Other Operating Expenses (1) (495,578)
Net Revenue from Non-NFL Events (2)
63 8,086,678$
Total Performance Rent Paid to City's General Fund (3)
-$
(3) Performance Rent is calculated as 50% of the net revenue from Non-NFL events less performance-based credit of 50% of Ground Rent and Public Safety Costs exceeding threshold which is part of an unsettled claim. (1) Other Operating Expenses are expenses not attributable to a specific event.

Event Type
Levi's® Stadium
Net Revenue for Non-NFL Events by Event Type
FY 2022/23 Quarter 3
(2) Net Revenue from Non-NFL Events does not include Non-NFL Event Ticket Surcharge of $1.3 million. 11 Table 7

2022/23
YTD Total
REVENUE:

Special Event Revenue 5,609,499$
Ticket Platform Fees 4,509,587
Suite Ticket Revenue 718,948
Parking 1,983,703
Food & Beverage - Ticketed Events 2,367,477
Food & Beverage - Special Events 611,421
Miscellaneous(2) 2,170,608
Total Revenue 17,971,243 $
EXPENSE:

Public Safety/Security 4,407,266 $
Event Staff 4,317,841
Parking 1,240,373
Food & Beverage - Special Events 3,331,315
General Event Related Expenses 4,976,086
Net Expense Reimbursements - Ticketed Events (1) (9,144,862) Miscellaneous(3) 756,546
Total Expense 9,884,565$
Total Non-NFL Net Revenue 8,086,678$
Levi's® Stadium
Non-NFL Event Results by Category
FY 2022/23 Quarter 3
(1) All Seating Bowl Revenue is allocated for distribution to the Event Licensee and is not considered as Stadium Authority Revenue. Revenue from Event Licensee is received in the form of expense reimbursements. (2) Includes venue rental fees, net merchandise sales, interest income, and other revenues. (3) Includes catered events department staff costs, non-event specific staff costs, and other expenses. 12 Discretionary Fund
The Discretionary Fund is funded by rev enue equal to 50% of the Non-NFL Ticket Surcharge of $4 per ticket. The seven ticket ed Non-NFL events contributed $640,000 to the Discretionary Fund in the reporting period. Table 8 shows the revenues and expenses in the Discretionary Fund since FY2014/15. The balance at the end of this reporting period was $2.7 million.

Table 8

Stadium Builder Licenses
The total principal value of currently active Stadium Bu ilder Licenses (“SBLs”) is $543.8 million and, as of December 31, 2022, 93% of the total principal value of all SBLs sold (i.e., $506.2 million) had been collected.

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

There is a total of 62,311 currently active SBLs, or 94% of the 66,136 sellable SBL seats as of December 31, 2022. This is an increase of 356 from the total active SBLs at the end of the prior fiscal year (March 31, 2022). The main reasons for the increase are due to sale of new SBLs offset by the customer seat relocation program and default buy back.

The customer seat relocation program allows customers to trade in their SBLs in return for others in a different location as long as t he total face value of the new seats is equal to or greater than the original seats.

Fiscal Year
Beginning
Balance Revenue Expenses Ending Balance
2014/15 -$ 715,770$ -$ 715,770$ 2015/16 715,770 1,238,542 714,028 1,240,284 2016/17 1,240,284 1,164,698 699,129 1,705,853 2017/18 1,705,853 768,564 1,209,342 1,265,075 2018/19 1,265,075 796,294 101,267 1,960,102 2019/20 1,960,102 367,748 - 2,327,850 2020/21 2,327,850 - 18 2,327,832 2021/22 2,327,832 - (18) 2,327,850 2022/23 2,327,850 352,850(1)
1 2,680,699
Discretionary Fund Reserve
(1) This amount represents the current surcharges transferred to the Discretionary Fund. 13 During the current reporting peri od, 1,032 SBLs were sold for a total face value of $8.4 million. The customer seat re location program resulted in an increase of $1.2 million to the SBL face value while netting 158 more SBLs. There were also 834 SBLs defaulted during the quarter with a face value of $5.0 million.

Additional details regarding currently active SBLs as of December 31, 2022 are noted in Table 9.
14 Table 9

SBL Seats
Available
SBL Seats Sold as
of 3/31/22
New SBL
Sales
Net SBL
Relocations
SBL
Defaults Other SBL Seats
Sold SBL Value SBL Collected % SBL Principal
Collected
100 100 - - - - 100 14,082,625$ 13,137,207$ 93.3% 942 928 4 10 - - 942 75,360,000$ 72,792,972$ 96.6% 2 2 - - - - 2 80,000$ 74,602$ 93.3% 4,945 4,549 59 5 (40) - 4,573 137,190,000$ 129,587,760$ 94.5% 3,475 2,894 57 (8) (20) - 2,923 58,460,000$ 54,323,694$ 92.9% 70 - 64 - 0 - 64 1,120,000$ 383,875$ 34.3% 7 7 - - - - 7 105,000$ 99,378$ 94.6% 2,163 2,199 31 (3) (19) - 2,208 26,496,000$ 24,202,756$ 91.3% 7 7 - - - - 7 70,000$ 68,504$ 97.9% 20,651 20,850 286 31 (248) - 20,919 125,514,000$ 115,605,360$ 92.1% 14,3
07 14,037 286 2 (231) - 14,094 70,470,000$ 63,300,159$ 89.8% 916 919 6 (1) (2) - 922 3,688,000$ 3,615,809$ 98.0% 91 91 - - - - 91 273,000$ 265,529$ 97.3% 40 44 - - - - 44 110,000$ 95,311$ 86.6% 18,392 15,296 239 122 (273) - 15,384 30,768,000$ 28,600,227$ 93.0% 28 32 - - (1) - 31 31,000$ 29,754$ 96.0% 66,136 61,955 1,032 158 (834) - 62,311 543,817,625$ 506,182,897$ 93.1% Plus: Interest on financed SBLs 63,390,651
Total Principal & Interest 569,573,548
(1) This table does not include $29.1 million that has been collected life-to-date from defaulted SBL holders.

Total
10,000
Santa Clara Stadium Authority
Currently Active Stadium Builder License (SBL) Summary (1) Through December 31, 2022
Seat Value
141,392
80,000
40,000
30,000
20,000
15,000
12,000
6,000
5,000
4,000
3,000
2,500
2,000
1,000
17,500

15 Santa Clara Stadium Authority Budget Status Reports
Operating Budget

With 75% of the fiscal year complete, total operating revenues for the third quarter of the FY 2022/23 were $54.2 million representing 79% of the ov erall budget for revenues.

Stadium rent earned from St adCo totaled $19.4 million or 78% of budget. During the current reporting period, the Stadium Authority collected $14.5 million in SBL proceeds or 59% of what was budgeted. SBL proceeds are expected achieve budgeted level as annual payment for financed SBL payment plans are due in March. All SBL proceeds are to be transferred to the debt service f und per applicable loan agreements. Stadium Authority also collected NFL ticket surc harges, Sponsorship Revenue, Naming Rights Revenue, and Senior & Youth Program Fees all of which are expected to meet budget this fiscal year.

Total operating expenses were $41.2 million, or 60% of the annual budget, which included the debt service transfers of $26.2 million.

For the current fiscal year, the Stadium Authority’s FY2022/23 bu dget was adopted on March 15, 2022 and included the Stadium Manager’s recommended Shared Expense budget of $10.5 million in a Legal Contingency line item. The expenses that were included in the Legal Contingency lin e are Stadium Operations, Engineering, Guest Services, Groundskeeping, Security and the Stadium M anagement Fee. However, the Executive Director was delegated authority to approve budget amendments of $5.1 million to move funds from the Legal Contingency line item to Shared Expenses after the review of adequate documentations for costs based on B oard direction. Subsequent to that direction, Stadium Authorit y staff met with the Stadium Manager on April 12, 2022 to review documentation for shared expenses. After follow-up meeti ngs with the Stadium Manager, payments related to compensation we re reviewed and approved for monthly payment, totaling $5.1 million for the fiscal year.

Shared Stadium Manger expenses were at 73% or $9.2 million of the $12.5 million budgeted amount, and SBL Sales & Service ex penses were 75% of the budget, or $1.6 million. The Stadium Authority pays for all utility costs from February 1 st through July
31st and the tenant (StadCo) pays fo r utility costs from August 1 st through January 31 st (Tenant Season). Therefore, utilit y costs are 67% of the budget for the third quarter, or $1.0 million. The current reporting period covers 67% (four out of the six months) that the Stadium Authority is responsible for utility costs. Transfers out for debt service amounted 16 to $26.2 million. Lastly, Stadium Authority G&A costs were tracking below budgeted levels at $1.6 million or 38% of the budget.

Overall, the Stadium Authority operating fund ended the third quarter with a fund balance of $52.2 million, an increase of $13.3 million or 34%. Included in that amount is an $12.3 million Operating Reserve and a $2.7 mill ion Discretionary Fund. Excess Revenue Distribution Reserve is the difference between revenues and expenses related to the Stadium operations. It excludes Stadium Authority disbursement of Discretionary Fund, Legal Contingency, and net revenues from Non-NFL events, which has a timing difference. All accumulated excess revenues are redistributed to pay off debt and fund the necessary reserve accounts per Article 14 of the Stadium Lease Agreement at year- end.

Additional details are shown in Table 10.
17 Table 10

Budget to Budget to
Amended YTD Actual % Amended YTD Actual %
Budget Actuals Difference Received Budget Actuals Difference Received Revenues
NFL Ticket Surcharge 10,822,000$ 10,382,333$ 439,667$ 96% 8,665,000$ 8,900,398$ (235,398)$ 103% SBL Proceeds 24,398,000 14,461,534 9,936,466 59% 23,682,000 15,391,101 8,290,899 65% Interest 15,000 890,282 (875,282) 5935% 56,000 14,947 41,053 27% Net Revenues from Non-NFL Events 250,000 - 250,000 0% - - - NA Naming Rights 7,380,000 7,271,260 108,740 99% 7,165,000 3,529,738 3,635,262 49% Sponsorship Revenue (STR) 405,000 310,643 94,357 77% 325,000 243,750 81,250 75% Rent 24,762,000 19,395,900 5,366,100 78% 24,762,000 19,122,100 5,639,900 77% Senior & Youth Program Fees 237,000 218,661 18,339 92% 232,000 211,591 20,409 91% Non-NFL Event Ticket Surcharge 574,000 1,279,112 (705,112) 223% 150,000 - 150,000 0% Other Revenue - - - NA - - - NA Total Revenues 68,843,000$ 54,209,725$ 14,633,275$ 79% 65,037,000$ 47,413,625$ 17,623,375$ 73% Total Source of Funds 68,843,000$ 54,209,725$ 4,257,142$ 79% 65,037,000$ 47,413,625$ 9,567,874$ 73% Budget to Budget to
Amended YTD Actual % Amended YTD Actual %
Budget Actuals Difference Used Budget Actuals Difference Used Expenses
Shared Stadium Manager Expenses
Stadium Operations 3,827,196$ 2,870,397$ 956,799$ 75% 1,681,393$ 1,438,442$ 242,951$ 86% Engineering 2,488,872 1,866,654 622,218 75% 1,543,240 1,270,215 273,025 82% Guest Services 586,968 440,226 146,742 75% 304,134 199,630 104,504 66% Groundskeeping 497,556 373,167 124,389 75% 93,809 77,225 16,584 82% Security 1,626,828 1,220,121 406,707 75% 378,652 311,655 66,997 82% Procurement - - - NA 311,412 207,608 103,804 67% Insurance 3,230,000 2,422,698 807,302 75% 3,136,000 2,457,134 678,866 78% Stadium Management Fee 253,000 - 253,000 0% - - - NA Shared Stadium Mngr Exps Subtotal 12,510,420$ 9,193,263$ 3,317,157$ 73% 7,448,640$ 5,961,909$ 1,486,731$ 80% Other Operating Expenses
SBL Sales and Service 2,089,000$ 1,566,693$ 522,307$ 75% 3,448,000$ 1,800,000$ 1,648,000$ 52% Senior & Youth Fees (paid to City) 237,000 218,661 18,339 92% 232,000 211,592 20,408 91% Ground Rent (paid to City) 460,000 460,000 - 100% 425,000 425,000 - 100% Performance Rent (paid to City) - - - NA - - - NA Discretionary Fund Expense 250,000 - 250,000 0% 250,000 - 250,000 0% Utilities 1,444,000 962,496 481,504 67% 1,586,000 495,500 1,090,500 31% Use of StadCo Tenant Improvements 48,000 72,819 (24,819) 152% 26,000 - 26,000 0% Stadium Authority G&A 4,205,000 1,609,427 2,595,573 38% 5,115,000 2,106,650 3,008,350 41% Naming Rights Commission 91,000 90,891 109 100% 88,000 88,244 (244) 100% Legal Contingency 1,262,000 - 1,262,000 0% 3,810,360 - 3,810,360 0% Other Expenses 723,000 490,093 232,907 68% 388,000 152,206 235,794 39% Other Operating Expenses Subtotal 10,809,000$ 5,471,080$ 5,337,920$ 51% 15,968,360$ 5,279,192$ 10,689,168$ 33% Total Expenses 23,319,420$ 14,664,343$ 8,655,077$ 63% 23,417,000$ 11,241,101$ 12,175,899$ 48% Transfers Out
Debt Service 40,984,580$ 26,229,762$ 14,754,818$ 64% 37,572,000$ 25,860,883$ 11,711,117$ 69% Discretionary Fund Reserve 287,000 352,850 (65,850) 123% 75,000 - 75,000 0% Capital Expenditures Reserve 3,801,000 - 3,801,000 0% 3,940,000 - 3,940,000 0% Operating Reserve 369,000 - 369,000 0% 358,000 - 358,000 0% Total Transfers Out 45,441,580$ 26,582,612$ 18,858,968$ 58% 41,945,000$ 25,860,883$ 16,084,117$ 62% Increase/(Decrease) in:

Operations and Maintenance Reserve 82,000$ -$ (325,000)$ -$ Excess Revenue Distribution Reserve(1) -$ 12,962,770$ -$ 10,311,641$ Total Use of Funds 68,843,000$ 54,209,725$ (32,313,488)$ 79% 65,037,000$ 47,413,625$ 28,260,016$ 73% (1) Excess Revenue Distribution Reserve is the difference between revenues and expenses relating to the Stadium operations. It excludes Stadium Authority disbursement of Discretionary Fund, Legal Contingency, and net revenues from Non-NFL events, which has a timing difference. All accumulated excess revenues are redistributed to payoff debt and fund the necessary reserve accounts per Article 14 of the Stadium Lease Agreement at year-end.

Operating Budget Status Report
For the Period Ending December 31, 2022 and 2021
Period Ending December 31, 2021
Santa Clara Stadium Authority
Period Ending December 31, 2022
18 Operating Budget – Recommended Budget Adjustments
From time to time, budget adjustments may be necessary to align revenues or expenditures to actual or unexpected activity during the course of a fiscal year, known after the adoption of the Stadium Authority Budget.

On March 7, 2023, the Stadi um Authority Board adopted the Santa Clara Stadium Authority FY 2023/24 Operating, Debt Service, and Capital Budget which also includes projected revenues, expenses, and transfers out for FY 2022/23. The following budget adjustments are requested based on the projected actuals reported:

1) The San Francisco 49ers played one (1) pr e-season, ten (10) regular season, and two (2) post-season NFL games in FY 20 22/23 which resulted in higher than anticipated revenues from NFL Ticket Surcharge by $545,000. Senior and Youth Program Fees (based on $0. 35 per NFL game ticket) are also projected to be higher than anticipated by $13,000. Budget adjustment are needed to reflect the increases in the payment to the City’s’ General Fund by $13,000 as well as the revenues from NFL Ticket Surcharge by $545,000 and Senior & Youth Program Fees by $13,000 to the Stadium Authority.

2) There were seven (7) public Non-NFL events held at the Stadium in FY 2022/23 which resulted in higher than anticipated net revenues from Non-NFL Events by $7.0 million. Non-NFL Event Ticket Surcharge (based on $4.00 per Non-NFL event ticket) and the corresponding Transfers Out to Discretionary Fund Reserve (based on $2.00 per Non-NFL event ticket) ar e also projected to be higher than anticipated. Budget adjustments are need ed to reflect the increases in the contribution to Discretionary Fund Reserv e ($355,000) as well as Net Revenues from Non-NFL Events by $7.0 million and revenues fr om Non-NFL Event Ticket Surcharge by $710,000 to the Stadium Authority.

3) Due to improved economy and interest environment, an additional $130,000 from collection of SBL Proceeds and $1.0 million from interest income are projected for FY 2022/23. In addition, a portion of the FY 2021/22 Naming Rights revenue ($3.6 million) was collected in FY 2022/23. Budget adjustments are needed to align with the projected actuals.

4) Discretionary Fund Expense is projec ted to increase by $1.1 million, from $250,000 to $1.3 million for FY 2022/23. This includes distributions of $650,000 to the General Fund and St adium Authority operations . A budget adjustment is needed to reflect these distributions.

5) Use of StadCo Tenant Impr ovements is projected to be higher than anticipated by $34,000 as more Non-NFL events were held in FY 2022/23. A budget adjustment is needed to reflect the increase in the payment to StadCo.

6) The calculation for FY 2022/23 performance-based rent is 50% of the Net Revenues from Non-NFL Events less the sum of performance-based rent credits. 19 The performance-based rent credits include 50% of the current year’s base ground rent ($230,000) and credited public safety costs ($3.4 million). Public Safety Costs exceeding threshold can be treated as cr edits towards performance-based rent which is part of an unsettlement claim, and a budget adjustment is needed to reflect the increase in Legal Contingency Reserve for Public Safety Costs by $3.4 million

7) Net of corresponding payments to t he City’s General Fund and various reserve contributions, revenues related budget adjustments above are projected to increase total source of funds by $9.3 million. Disputes regar ding the Operating and Management Expenses an d Shared Expenses were settled on August 31, 2022, and $10.5 million of Contingency Reserve from FY 2021/22 are expected to be released as additional source of funds. Total projected increase of $19.8 million to source of funds will mainly be us ed for additional StadCo Subordinated Loan pre-payment ($5.4 m illion) and contributions to Oper ating Reserve ($7.3 million) and Renovation/Demolition Reserve ($7. 0 million). Budget adjustments are needed to align with the projected actuals.

Additional details are shown in Table 11.
20 Table 11

Adjustments(1)
Adjustments
Adopted (Previously (New Amended
Budget Approved) Requests) Budget
Revenues
NFL Ticket Surcharge 10,822,000$ -$ 545,000$ 11,367,000$ SBL Proceeds 24,398,000 - 130,000 24,528,000 Interest 15,000 - 1,022,000 1,037,000 Net Revenues from Non-NFL Events 250,000 - 7,012,000 7,262,000 Naming Rights 7,380,000 - 3,636,000 11,016,000 Sponsorship Revenue (STR) 405,000 - - 405,000 Rent 24,762,000 - - 24,762,000 Senior & Youth Program Fees 237,000 - 13,000 250,000 Non-NFL Event Ticket Surcharge 574,000 - 710,000 1,284,000 Other Revenue - - - - Total Revenues 68,843,000$ -$ 13,068,000$ 81,911,000$ Total Source of Funds 68,843,000$ -$ 13,068,000$ 81,911,000$ Expenses
Shared Stadium Manager Expenses
Stadium Operations -$ 3,827,196$ -$ 3,827,196$ Engineering - 2,488,872 - 2,488,872 Guest Services - 586,968 - 586,968 Groundskeeping - 497,556 - 497,556 Security - 1,626,828 - 1,626,828 Insurance 3,230,000 - - 3,230,000 Stadium Management Fee - 253,000 - 253,000 Shared Stadium Manager Expenses Subtotal 3,230,000$ 9,280,420$ -$ 12,510,420$ Other Operating Expenses
SBL Sales and Service 2,089,000$ -$ -$ 2,089,000$ Senior & Youth Fees (paid to City) 237,000 - 13,000 250,000 Ground Rent (paid to City) 460,000 - - 460,000 Performance Rent (paid to City) - - - - Discretionary Fund Expense 250,000 - 1,050,000 1,300,000 Utilities 1,444,000 - - 1,444,000 Use of StadCo Tenant Improvements 48,000 - 34,000 82,000 Stadium Authority G&A 4,205,000 - - 4,205,000 Naming Rights Commission 91,000 - - 91,000 Legal Contingency 10,542,420 (9,280,420) (1,172,989) 89,011 Other Expenses 723,000 - - 723,000 Other Operating Expenses Subtotal 20,089,420$ (9,280,420)$ (75,989)$ 10,733,011$ Total Expenses 23,319,420$ -$ (75,989)$ 23,243,431$ Transfers Out
Debt Service 40,984,580$ -$ 5,357,000$ 46,341,580$ Discretionary Fund Reserve 287,000 - 355,000 642,000 Capital Expenditures Reserve 3,801,000 - - 3,801,000 Operating Reserve 369,000 - 7,333,000 7,702,000 Renovation/Demolition Reserve - - 7,031,000 7,031,000 Total Transfers Out 45,441,580$ -$ 20,076,000$ 65,517,580$ Incr
ease/(Decrease) in:

Operations and Maintenance Reserve 82,000$ -$ 8,459$ 90,459$ Contingency Reserve - - (11,366,540) (11,366,540) Discretionary Fund Reserve - - (1,050,000) (1,050,000) Legal Contingency Reserve - Buffet Costs - - 2,075,070 2,075,070 Legal Contingency Reserve - Public Safety Costs - - 3,401,000 3,401,000 Total Use of Funds 68,843,000$ -$ 13,068,000$ 81,911,000$ (1)Adjustments include previously approved budget amendments through February 28, 2023.

Santa Clara Stadium Authority
2022/23 Operating Budget Adjustment
2022/23 Fiscal Year
21 Debt Service Budget
The Stadium Authority’s FY 2022/23 de bt service revenue budget of $2.1 million represents anticipated contribut ions from the Community Facilities District (CFD). CFD levies and collects a special hotel tax on hotel rooms within the CFD. All collections from the special CFD hotel taxes are contributed to Stadium Aut hority to pay down the CFD Advance. The CFD Advance is payable solely from amounts receiv ed by the Stadium Authority from the CFD. During the first three quarters, $1.9 million was contributed by the CFD, or 87% of the annual budget.

Total Stadium Authority debt service expenses for the cu rrent reporting period were $26.1 million, 61% of the budgeted amount. The debt service expenses for the CFD Advance, the Term A Loan, and the StadCo Subordinated Loan were $1.7 million, $22.8 million, and $1.6 million, respectively.

As of December 31, 2022, the total outst anding amount of Stadium Authority debt had declined to $264.4 million. This is a reduction in principal of $15.9 million from the March 31, 2022 outstanding debt amount of $280.3 million.

Additional details are shown in Tables 12 and 13 and Chart 1. 22 Table 12

Budget to Budget to
Amended YTD Actual % Amended YTD Actual %
Budget Actuals Difference Received Budget Actuals Difference Received Beginning Fund Balance
Required Debt Service Reserve 11,536,235$ 11,536,235$ -$ 100% 11,536,235$ 11,536,235$ -$ 100% Debt Service Reserve 12,532,334 15,154,711 (2,622,377) 121% 11,168,171 21,499,383 (10,331,212) 142% Total Beginning Fund Balance 24,068,569$ 26,690,946$ (2,622,377)$ 111% 22,704,406$ 33,035,618$ (10,331,212)$ 124% Revenues
Contribution from CFD 2,124,000$ 1,852,202$ 271,798$ 87% 483,000$ 542,797$ (59,797)$ 29% Total Revenues 2,124,000$ 1,852,202$ 271,798$ 87% 483,000$ 542,797$ (59,797)$ 29% Transfers In
Transfers In from Operating 40,984,580$ 26,229,762$ 14,754,818$ 64% 37,572,000$ 25,860,884$ 11,711,116$ 99% Total Transfers In 40,984,580$ 26,229,762$ 14,754,818$ 64% 37,572,000$ 25,860,884$ 11,711,116$ 99% Total Source of Funds 67,177,149$ 54,772,910$ 12,404,239$ 82% 60,759,406$ 59,439,299$ 1,320,107$ 109% Budget to Budget to
Amended YTD Actual Amended YTD Actual
Budget Actuals Difference % Used Budget Actuals Difference % Used Expenses
CFD Advance 2,042,000$ 1,662,756$ 379,244$ 81% 483,000$ 1,273,677$ (790,677)$ 77% Term A Loan 25,494,000 22,801,072 2,692,928 89% 25,529,000 22,652,184 2,876,816 99% StadCo Subordinated Loan 15,490,580 1,653,713 13,836,867 11% 12,043,000 954,213 11,088,787 58% Total Expenses 43,026,580$ 26,117,542$ 16,909,038$ 61% 38,055,000$ 24,880,074$ 13,174,926$ 95% Ending Fund Balance
Required Debt Service Reserve 11,536,235$ 11,536,235$ -$ 100% 11,536,235$ 11,536,235$ -$ 100% Debt Service Reserve 12,614,334 17,119,134 (4,504,800) 136% 11,168,171 23,022,991 (11,854,820)$ 134% Total Ending Fund Balance 24,150,569$ 28,655,369$ (4,504,800)$ 119% 22,704,406$ 34,559,226$ (11,854,820)$ 121% Total Use of Funds 67,177,149$ 54,772,910$ 12,404,239$ 82% 60,759,406$ 59,439,299$ 1,320,107$ 109% Debt Service Budget Status Report
For the Period Ending December 31, 2022 and 2021
Period Ending December 31, 2021
Santa Clara Stadium Authority
Period Ending December 31, 2022
23 Table 13

Chart 1

Type of Indebtedness
Interest
Rates
Outstanding as of
March 31, 2022 Net Change
Outstanding as of
December 31, 2022
Stadium Funding Trust Loan:

Term A Loan 5.00% 230,138,240 $ (14,723,000) $ 215,415,240$ StadCo CFD Advance 5.73% 30,374,502 (353,445) 30,021,057 StadCo Subordinated Loan 5.50% 19,800,950 (867,953) 18,932,997 Total $ 280,313,692 $ (15,944,398) $ 264,369,294 Period Ending December 31, 2022
Santa Clara Stadium Authority
Debt Summary Report
$-
$100
$200
$300
$400
$500
$600
$700
Mar 2012 Mar 2013 Mar 2014 Mar 2015 Mar 2016 Mar 2017 Mar 2018 Mar 2019 Mar 2020 Mar 2021 Mar 2022 Dec 2022 Total Outstanding Debt (in millions)
Construction Loan StadCo Agency Advance Term B Loan
Term A Loan StadCo CFD Advance StadCo Subordinated Loan $41.1
$396.1
$653.4
$561.6
$464.7
$429.8
$382.7
$325.3$340.2
$296.8 $280.3
$264.4
■
■
■
■
■
■
24 Debt Service Budget – Recommended Budget Adjustments From time to time, budget adjustments may be necessary to align revenues or expenditures to actual or unexpected activity during the course of a fiscal year, known after the adoption of the Stadium Authority Budget.

On March 7, 2023, the Stadi um Authority Board adopted the Santa Clara Stadium Authority FY 2023/24 Operating, Debt Service, and Capital Budget which also includes projected contribution, transfers in, and debt service payments for FY 2022/23. The following budget adjustments are requested based on the projected actuals reported:

1) Due to improved economy, an additional $199,000 in Contribution from CFD is projected for FY 2022/23. A budget adj ustment of $199,000 million is needed to reflect the projected increase in both tr ansient occupancy tax collections by the City’s General Fund and CFD Advance payment.

2) Net of corresponding payments to t he City’s General Fund and various reserve contributions, revenues related budget adjustments requested under the Operating Budget above are pr ojected to increase total source of funds by $9.3 million. Of the additional $9.3 million in source of funds, an additional $5.4 million are projected to be transferred to the Debt Service Fund for StadCo Subordinated Loan pre-payment. A budget adjustment is needed to align with the projected actuals.

Additional details are shown in Table 14.

25 Table 14

Adjustments Adjustments
Adopted (Previously (New Amended
Budget Approved) Requests) Budget
Beginning Fund Balance
Required Debt Service Reserve 11,536,235$ - $ - $ 11,536,235$ Debt Service Reserve 12,532,334 - - 12,532,334 Total Beginning Fund Balance 24,068,569$ -$ -$ 24,068,569$ Revenues
Contribution from CFD 2,124,000$ -$ 199,000$ 2,323,000$ Total Revenues 2,124,000$ -$ 199,000$ 2,323,000$ Transfers In
Transfers In from Operating 40,984,580$ -$ 5,357,000$ 46,341,580$ Total Transfers In 40,984,580$ -$ 5,357,000$ 46,341,580$ Total Source of Funds 67,177,149$ -$ 5,556,000$ 72,733,149$ Expenses
CFD Advance 2,042,000$ -$ 199,000$ 2,241,000$ Term A Loan 25,494,000 - - 25,494,000 StadCo Subordinated Loan 15,490,580 - 5,357,000 20,847,580 Total Expenses 43,026,580$ -$ 5,556,000$ 48,582,580$ Ending Fund Balance
Required Debt Service Reserve 11,536,235$ -$ -$ 11,536,235$ Debt Service Reserve 12,614,334 - - 12,614,334 Total Ending Fund Balance 24,150,569$ -$ -$ 24,150,569$ Total Use of Funds 67,177,149$ -$ 5,556,000$ 72,733,149$ Santa Clara Stadium Authority
2022/23 Debt Service Budget Adjustment
2022/23 Fiscal Year
26 Capital Improvement Project Budget
As part of the Capital Expense (“CapEx”) Plan, the following projects have been completed as of the current reporting period:
 Financial Management Information System Project
 Emergency Recycled Water Line Repair Project
 Command Post Communication Equipment
 Gold Lot 4 and 5 Lighting
 Rust Prevention Mitigation CapEx Project
 Mechanical and Electrical Clo set Lighting CapEx Project  License Plate Reader at Vehicle Entry Gates
 Mobile Security Closed Circuit Television

The following CapEx projects are currently in progress and expected to be completed by the end of the fiscal year:
 Stadium Insulation CapEx Project
 Non-Slip Floor Matting CapEx Project
 Lift Station CapEx Project
 Loading Dock Lighting CapEx Project

The CIP Budget increased from $21.7 million to $23.1 million in the current reporting period. A total of $2.3 million has been spent in FY 2022/23, which amounts to 10% of the budget. The main reasons that this is below budget are little activity on warranty work which makes up 7% of the CI P Budget and delays in projec ts due to staffing shortage from the contractors as a result of COVID-19.

On August 31, 2022, the Stadium Authority entered into a settlement agreement with StadCo and Stadium Manager ov er disputes regarding the Operating and Management Expenses, Shared Expenses, and Capital Expenditures that were previously withheld. As part of the settlement, in regard to Capital Expenditures, the Stadium Authority agreed to discontinue the current practice of withholding payment for Capital Expenditures subject to the review and approval of the prevailing wage documentation by Stadium Authority’s labor law compliance consultant. Under th e Settlement Agreemen t, Stadium Manager further confirmed its obligation to comply with applicable laws, including Prevailing Wage Laws, and Stadium Manager also implemented its new inte rnal Prevailing Wage Laws compliance policy and procedures. Accordingly, the Stadium Authority will process the invoice payments as they come in.

Additional details are shown below in Table 15.

27 Table 15

Budget to Budget to
Amended YTD Actual Amended YTD Actual
Budget Actuals Difference % Received Budget Actuals Difference % Received Beginning Fund Balances 22,103,296$ 23,001,058$ (897,762)$ 104% 19,438,420$ 20,805,741$ (1,367,321)$ 107% Transfers In
Transfers In from Operating 3,800,310$ -$ 3,800,310$ 0% 3,940,000$ -$ 3,940,000$ 0% Total Transfers In 3,800,310$ -$ 3,800,310$ 0% 3,940,000$ -$ 3,940,000$ 0% Total Source of Funds 25,903,606$ 23,001,058$ 2,902,548$ 89% 23,378,420$ 20,805,741$ 2,572,679$ Budget to Budget to
Amended YTD Actual Amended YTD Actual
Budget Actuals Difference % Used Budget Actuals Difference % Used Expenses
Construction 13,922,934$ 1,711,691$ 12,211,243$ 12% 6,743,911$ 349,469$ 6,394,442$ 5% Equipment 6,598,582 618,029 5,980,553 9% 5,991,621 448,797 5,542,824 7% Contingency 962,743 - 962,743 0% 623,935 - 623,935 0% Stadium Warranty Related Construction 1,528,202 - 1,528,202 0% 1,528,202 - 1,528,202 0% Total Expenses 23,012,461$ 2,329,720$ 20,682,741$ 10% 14,887,669$ 798,266$ 14,089,403$ 5% Ending Fund Balance 2,891,145$ 20,671,338$ (17,780,193)$ 715% 8,490,751$ 20,007,475$ (11,516,724)$ 236% Total Use of Funds 25,903,606$ 23,001,058$ 2,902,548$ 89% 23,378,420$ 20,805,741$ 2,572,679$ 89% CIP Budget Status Report
For the Period Ending December 31, 2022 and 2021
Period Ending December 31, 2021
Santa Clara Stadium Authority
Period Ending December 31, 2022
28 CIP Budget – Recommended Budget Adjustments
From time to time, budget adjustments may be necessary to align revenues or expenditures to actual or unexpected activity during the course of a fiscal year, known after the adoption of the Stadium Authority Budget. As of the timing of the publication of this report, additional information from FY 2022/23 has resulted in recommended budget adjustments as follows:

1) Enclosed Trailer CapEx Project – The Police Department received approved budget of $15,283 to purchase an enclosed tra iler that will better protect existing mules from the elements. The opening of t he original trailer design had incorrect size and dimensions, and an alternative trailer design was subsequently tested and selected. A budget adjustment is needed to increase this line item by $1,139 to $16,422.

2) Crestron Control & Buildi ng Operating System Upgrades CapEx Project – In FY 2021/22, ManCo received approved budget of $10,000 to upgrade system for monitoring HVAC, lighting, electrical, and fire alarms. A portion of the upgrades were anticipated to complete in FY2021/22, and only $4,001 were carried over to FY 2022/23 budget. This project experi enced delays and some of the upgrades anticipated to complete in FY 2021/22 were completed during FY 2022/23. A budget adjustment is needed to increase this line item by $2,519 to $6,520.

Additional details are shown in Table 16.

29 Table 16

Adopted Adjustments(1)
Adjustments Amended
Adopted (Previously (New Amended
Budget Approved) Requests) Budget
Beginning Fund Balances 22,103,296$ -$ -$ 22,103,296$ Transfers In
Transfers In from Operating 3,800,310$ -$ -$ 3,800,310$ Total Transfers In 3,800,310$ -$ -$ 3,800,310$ Total Source of Funds 25,903,606$ -$ -$ 25,903,606$ Expenses
Construction 12,699,189$ 1,223,745$ -$ 13,922,934$ Equipment 6,555,678 42,904 3,658 6,602,240 Contingency 962,743 - - 962,743 Stadium Warranty Related Construction 1,528,202 - - 1,528,202 Total Expenses 21,745,812$ 1,266,649$ 3,658$ 23,016,119$ Ending Fund Balance 4,157,794$ (1,266,649)$ (3,658)$ 2,887,487$ Total Use of Funds 25,903,606$ -$ -$ 25,903,606$ (1)Adjustments include previously approved budget amendments through February 28, 2023.

Santa Clara Stadium Authority
2022/23 CIP Budget Adjustment
2022/23 Fiscal Year
30 City of Santa Clara Net General Fund Impact
During the current reporting period there was a total of $1.1 million that was contributed to the General Fund as shown in Table 17. This section of the report also provides information on General Fund revenue and expenditure impacts resulting from the stadium.

Table 17

Public Safety and Administrative Cost Reimbursement
As described in earlier sections of this report, costs incurred by the City on NFL and Non- NFL Events are tracked and billed to t he Stadium Manager. Reimbursements are monitored and included in this report. Public safety costs incurred in support of NFL and Non-NFL events occurring in FY2022/23 totaled $4 million and $2.5 million, respectively.

These reimbursements come from a combination of payments from the Stadium Manager and the offsite parking fees that were co llected. The City has received $2.3 million in reimbursements as of the end of February 2022.

In addition to public safety costs, administrat ive costs are also tracked and billed to the Stadium Authority. These include the cost of providing overall stadium management, financial, human resource, legal, and other services to the Stadium Authority. In the first three quarters of FY 2022/23, a total of $1.1 million of administrative costs were incurred by the General Fund, which have been reimbursed to the City.

Rents and Senior and Youth Fee
As noted above the City’s General Fund collected ground rent of $460,000. Additionally, the Senior and Youth Fee generated $219,000, of which the entire amount forwarded to the City in support of senior and youth programs. See the Glossary for more information on these revenues and how they are calculated.

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

Ground Rent 460,000$
Performance Rent -
Senior and Youth Fee 218,661
Tasman Lots Parking Fee -
Sales Tax 447,278
1,125,939$
City of Santa Clara
Net General Fund Impact
For Stadium Authority Fiscal Year to Date Ending
December 31, 2022
Total Net General Fund Impact
31 Food and beverage concession sales and merchandise sales at Levi’s ® Stadium are taxable, resulting in sales tax revenue for t he City. The last three quarters of sales tax collections from Levi’s® Stadium transactions generated $447,000 for the City’s General Fund. In addition to the direct sellers at the Stadium, other businesses in Santa Clara are benefiting from the influx of people coming to attend one or more events at Levi’s ® Stadium, resulting in more sales tax collections for the General Fund.

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

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

Many stadium events bring travelers to the region, resulting in hotel stays which generate TOT collections for the City’s General Fund. Although it is difficult to determine the portion of the City’s TOT collections that are attributable to the stadium, it is clear that hotels both inside and outside the City have benefited, resulting in increas es in TOT collections in Santa Clara and our neighboring cities. We continue to work with the hotels and Discover Santa Clara to survey and provide projections regarding TOT collections that result from Levi’s
® Stadium events.

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

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

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

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

Ground Lease – The Ground Lease Agreement has an initial term of 40 years commencing on the date of substantial completion which was July 31, 2014. The amount of annual base ground rent that is payable by the Stadium Au thority to the City is noted in Table 18 below.

Table 18

Net Non-NFL Event Revenue – Net Non-NFL Event revenue is remitted by the Stadium Manager to the Stadium Authority on a yearly basis. This is done annually because the Lease Year Fiscal Year
Annual Fixed
Ground Rent
1 2014/15 180,000$
2 2015/16 215,000$
3 2016/17 250,000$
4 2017/18 285,000$
5 2018/19 320,000$
6 2019/20 355,000$
7 2020/21 390,000$
8 2021/22 425,000$
9 2022/23 460,000$
10 2023/24 495,000$
11-15 2024/25 - 2028/29 1,000,000$
16-20 2029/30 - 2033/34 1,100,000$
21-25 2034/35 - 2038/39 1,200,000$
26-30 2039/40 - 2043/44 1,300,000$
31-35 2044/45 - 2048/49 1,400,000$
36-40 2049/50 - 2053/54 1,500,000$
33 final reconciliation of the Non-NFL event revenues and expenses does not occur until after the conclusion of each fiscal year.

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

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

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

Therefore, when invoicing for NFL or Non-NFL public safety costs for a particular event held at Levi’s® Stadium, the offsite parking fee that is collected for said event partly offsets the total public safety costs owed for that event. In the City’s FY 2022/23 (July 1, 2022 through June 30, 2023) the offsite parking fee is $6.13.

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

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

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

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

Senior and Youth Program Fees – The Amended and Restated Stadium Lease Agreement requires that StadCo collect a S enior and Youth Program Fee of $0.35 per 34 NFL ticket sold on behalf of the Stadium Aut hority. Per section 8.2 of the Ground Lease Agreement between the City and the Stadium Authority, the Stadium Authority remits this fee to the City as additional rent to support senior and youth programs in the City.

Stadium Management Fee – The Stadium Manager receives an annual base management fee to manage Levi’s ® Stadium. The fee was $400,000 in the first lease year and increases by 3% annually as detailed in the table below. This annual base management fee is split 50/50 between StadCo and the Stadium Authority since the Stadium Manager manages the stadium year-round for both ent ities. In addition to the base management fee, the Stad ium Manager also receives a stadium marketing and booking fee (incentive fee) wh ich is based on a percentage of the amount that the net income from Non-NFL Events exceeds the marketing and booking fee benchmark. The marketing and booking fee benchm ark was $5 million in the first lease year and also increases by 3% annually as detailed in the table below. The annual stadium management fee for each of the first ten lease years are noted in Table 19 below.

Table 19

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

Fiscal Year
Lease
Year
Annual Base
Stadium
Management
Fee (SCSA
Share)
Stadium
Marketing and
Booking Fee
Benchmark
Net Income
from Non-NFL
Events
Additional
Stadium
Marketing and
Booking Fee
Total Stadium
Management
Fee
2014/15 1 200,000 $ 5,000,000$ 5,207,553$ 10,378$ 210,378$ 2015/16 2 206,000 5,150,000 6,079,016 46,451 252,451 2016/17 3 212,180 5,304,500 5,316,894 620 212,800 2017/18 4 218,545 5,463,635 5,163,329 - 218,545 2018/19 5 225,102 5,627,544 18,591 - 225,102 2019/20 6 231,855 5,796,370 (2,741,014) - 231,855 2020/21 7 238,810 5,970,261 (476,960) - 238,810 2021/22 8 245,975 6,149,369 (288,741) - 245,975 2022/23 (1) 9 253,354 6,333,850 7,262,000 92,815 346,169 2023/24 10 260,955 6,523,866 To be determined (1) Net income from Non-NFL events for FY2022/23 is projected City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-308 Agenda Date: 3/21/2023

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Request from the Stadium Manager to Execute Agreement with ADT Commercial for Fire Sprinkler Testing, Inspection, and Maintenance Services at Levi’s Stadium

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

DISCUSSION
On February 21, 2023, the Stadium Manager submitted a Recommendation for Award memo and supporting documents to request approval to execute an agreement with ADT Commercial to provide fire sprinkler testing, inspection, and maintenance services for a three-year period beginning April 1, 2023 through March 31, 2026, with the option to extend the agreement for two additional one-year periods subject to approval of the Stadium Authority, in an amount not to exceed $66,000 for the first contract year, $92,000 for the second contract year (includes a 5-year testing), and $70,000 for the third contract year for a total not to exceed $228,000 over the three-year period. Since the renewal term extends beyond a single fiscal year, the term for subsequent fiscal years is conditioned upon approval of the Stadium Authority budget for the applicable fiscal year that includes the amounts due under the agreement as required under Santa Clara City Code Section 17.30.100.

The Stadium Manager’s Recommendation for Award memo describes the request and Request for Proposals (RFP) process that was implemented in more detail. These costs will be charged as Stadium Authority Fiscal Year 2023/24 Shared Stadium Manager Expenses (Shared Expenses) for the Engineering Department. Shared Expenses are split between the Stadium Authority and Forty Niners SC Stadium Company LLC (StadCo) per the Stadium Management Agreement between Stadium Authority, StadCo, and Stadium Manager.

ATTACHMENTS

1. Stadium Manager’s Recommendation for Award Memo

2. Draft Agreement with ADT Commercial
City of Santa Clara Printed on 3/16/2023Page 1 of 1
powered by Legistar™

1 Date: February 21, 2023

To: Executive Director
Santa Clara Stadium Authority

From: Jenti Vandertuig
Procurement Director

CC: Jim Mercurio
Executive Vice President and General Manager

Subject: Recommendation for Award for Fire Sprinkler Testing, Inspection and Maintenance Services at Levi’s Stadium

Recommendation
Recommend approval and award an agreement to ADT Commercial to provide fire sprinkler testing, inspection and maintenance services at Levi’s Stadium for a three-year period, to commence on April 1, 2023 and expire on March 31, 2026, with an option to extend the agreement for two additional one year periods. The amount of the agreement shall not exceed $66,000 for the first year of the contract. Total compensation, in the aggregate, shall not exceed $228,000 over the three-year period. The term for subsequent fiscal years shall be conditioned upon approval of the Santa Clara Stadium Authority (SCSA) budget for the applicable fiscal year that includes the amounts due under this contract.

RFP Process
Forty Niners Stadium Management Company LLC (Stadium Manager) provides management services for Levi’s Stadium (Stadium) on a continual, year around basis, including overseeing the day-to-day operations and maintenance of the Stadium. Fire sprinkler testing, inspection and maintenance services is required through a third party to ensure that all testing, inspection and maintenance for the fire sprinkler systems and the dry systems at the Stadium are completed in accordance with the standards set forth by the National Fire Protection Association.

On January 4, 2023, Stadium Manager issued Request for Proposals (RFP) to select qualified firms for fire sprinkler testing, inspection and maintenance services at Levi’s Stadium. Stadium Manager published the RFP on Bonfire Interactive, Stadium Manager’s eProcurement portal https://49ers.bonfirehub.com/portal/. In addition to inviting a list of firms on our established supplier list, we also selected suppliers registered on the portal with specific commodity codes offering such services. Addendum #1 was issued on January 12, 2023 to extend the due date and time for receipt of proposals. The RFP closed on January 24, 2023 at 3:00 p.m. (PT).

STADIUM

FORTY NINERS STADIUM MANAGEMENT COMPANY
2 Three proposals were received from the following firms on or before the RFP due date and time:

1. ADT Commercial

2. RLH Fire Protection

3. Sabah International

Evaluation Process
An evaluation committee (EC) consisting of subject matter experts was formed. An evaluators’ guide outlining the roles and responsibilities of the EC was provided to each EC member to review and execute the following forms to ensure that there was no conflict of interest in evaluating the proposals:
¾ Proposal Evaluator Guidelines
¾ Confidentiality Agreement
¾ Conflict of Interest Disclosure Form

The EC evaluated the proposals utilizing the evaluation criteria as outlined in the RFP. All three firms met the basic requirements of the RFP submissions. Individual scores were utilized to compute an “average score,” summarized below:

Evaluation Criteria and Maximum Points ADT RLH Sabah
Proposal Responsiveness Pass Pass Pass
Experience (35%) 35% 23% 35%
Technical and Service Capability (35%) 33% 18% 18%
Cost (30%) 30% 24% 18%
Total 98% 64% 71%

Pursuant to the initial evaluation, Stadium Manager conducted a cost clarification meeting with the highest rated proposer, ADT Commercial. Stadium Manager was able to negotiate the labor rates for hourly and overtime work for additional services. ADT Commercial was determined to be the highest ranking proposer offering best value.

Notice of Intended Award
A notice of intended award (NOIA) was issued on February 21, 2023, announcing Stadium Manager’s recommended firm. The RFP process includes a seven-day protest period, which commenced with the issuance of the NOIA.

Submission of Post-Award Submittals
Once Stadium Manager receives approval from the SCSA Board, the agreement will be executed by both parties and a copy forwarded to the Board. Supporting documentation has been provided for review and approval.

Budget
The breakdown of costs are as follows for the three year period:

3 Total not to exceed amount for three years: $228,000
Year One – 4/1/23 through 3/31/24 - $66,000
Year Two – 4/1/24 through 3/31/25 - $92,000 inclusive of 5-year testing Year Three – 4/1/25 through 3/31/26 - $70,000

The cost for this service is covered in the FY23/24 SCSA Budget, Engineering Department budget, as a shared expense.

Submitted By: __________________________________ Date: ___________________ Jenti Vandertuig, Procurement Director

~ DocuSigned by:

L:_~66~~
1 LEVI’S STADIUM GENERAL SERVICES AGREEMENT

BY AND BETWEEN

FORTY NINERS STADIUM MANAGEMENT COMPANY LLC
AND

ADT COMMERICAL
This Agreement for the Performance of Services (“Agreement”) is made and entered into on April 1, 2023 (“Effective Date”) by and between ADT COMMERICAL, a California corporation with its principal place of business at [insert address] (“Contractor”), and the FORTY NINERS STADIUM MANAGEMENT COMPANY LLC, a Delaware limited liability company (“Stadium Manager”), with its principal place of business at 4900 Marie P. DeBartolo Way, Santa Clara, CA 95054. Stadium Manager and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. The
CITY OF SANTA CLARA, a municipal corporation (“City”) and the SANTA CLARA STADIUM AUTHORITY, a joint exercise of powers entity, created through Government Code sections 6500 et seq. (the “Authority”), are parties to that certain Ground Lease dated March 28, 2012, as amended by that certain First Amendment to Ground Lease (Stadium Site) (as the same may be further amended from time to time, the “Ground Lease”), pursuant to which the Authority leases certain real property from the City upon which the Authority has developed and constructed a multi-purpose stadium (the “Stadium”).

B. The Authority and FORTY NINERS SC STADIUM COMPANY LLC, a Delaware limited liability company (“StadCo”), are parties to that certain Amended and Restated Stadium Lease Agreement dated March 28, 2012 as amended and restated as of June 19, 2013 (as the same may be further amended from time to time, the “Stadium Lease”), pursuant to which StadCo is granted the right during the term of the Stadium Lease to use and occupy the Stadium for the operation of an NFL franchise, subject to, and on the basis of, the terms, covenants and conditions set forth in the Stadium Lease.

C. StadCo and FORTY NINERS FOOTBALL COMPANY LLC, a Delaware limited liability company (“Team”), are parties to a certain Sublease Agreement dated March 28, 2012, as amended and restated as of June 19, 2013 (as the same may be further amended from time to time, the “Team Sublease”), pursuant to which, during the term of the Team Sublease, the Team shall play its NFL home games at the Stadium, subject to, and on the basis of, the terms, covenants and conditions set forth in the Team Sublease.

D. The Authority, StadCo, and Stadium Manager are parties to a certain Stadium Management Agreement effective as of March 28, 2012, as amended by that certain First Amendment to Stadium Management Agreement dated November 13, 2012, that certain Second Amendment to Stadium Management Agreement dated May 9, 2013, that certain Third Amendment to Stadium Management Agreement dated June 19, 2013, and that certain Fourth Amendment to Stadium Management Agreement dated March 18, 2014 (as the same may be further amended from time to time, the “Stadium Management Agreement”), pursuant to which the Stadium Manager will manage the operation of the Stadium year-round on behalf of the Authority and StadCo for the term and on the basis specified in the Stadium Management Agreement.

E. Pursuant to the Stadium Management Agreement, the Stadium Manager is required to maintain and operate the Stadium and areas surrounding the Stadium, and, accordingly, desires to secure the general services generally consisting of [insert type of general service] as more fully described in Exhibit A, entitled “Scope of Services” (the “Services”), attached hereto and incorporated herein by this reference.

F. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses / certifications / permits, and desire to provide the Services which meet objectives and requirements of Stadium Manager.
- -
2 G. In accordance with the Stadium Management Agreement, the Stadium Manager is authorized to enter into this Agreement on behalf of the Authority and StadCo to engage Contractor to provide the Services. The Stadium Manager and Contractor desire to enter into this Agreement whereby Contractor will perform the Services subject to the terms and conditions of this Agreement, the Ground Lease, the Stadium Lease and the Stadium Management Agreement.

TERMS

1. DEFINITIONS.

A. Affiliate: shall mean any Person directly or indirectly controlling or controlled by or under direct or indirect common control with a Person. For purposes of this definition, “control” when used with respect to any entity means the power to direct the management and policies of such entity, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and “controlling” and “controlled” have meanings correlative to the foregoing.

B. Additional Indemnitees: shall mean the Authority’s Affiliates (including without limitation, the Authority’s Board of Directors, the City, its City Council, and all City or Agency commissions, officers, employees, volunteers and agents), the Bayshore North Project Enhancement Authority, the Successor Agency to the Santa Clara Redevelopment Agency, StadCo and its Affiliates, the Team and any Additional Team (i.e., an additional NFL franchise that plays its “home” games at the Stadium) (and their respective Affiliates), Manager’s Affiliates (if not any of the previously mentioned Persons), each other tenant of the Stadium and each Event promoter, and any mortgagee, bond trustee or other financial institution from time to time holding a lien or indenture upon Manager’s interest in the Stadium, the Stadium Lease or the Stadium Management Agreement.

C. Default Rate: shall mean a rate per annum equal to the lesser of (i) fifteen percent (15.0%) and (ii) the maximum non-usurious rate permitted by applicable law.

D. Fiscal Year: shall mean the twelve (12) month period commencing April 1 of each year after the execution of this Agreement, except that the first Fiscal Year will commence on the Commencement Date of the Stadium Lease and end on the next following March 31.

If this Agreement expires or terminates on a date other than March 31 of a particular year, there shall be a partial last Fiscal Year ending on the date of such termination.

E. Hazardous Substance: shall mean, as of any date: (a) any petroleum or petroleum products, flammable explosives, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, and transformers or other equipment that contain dielectric fluid containing polychlorinated biphenyls (PCBs); (b) any chemicals or other materials or substances which as of such date are defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” “contaminants,” “infectious wastes,” “pollutants” or words of similar import under any environmental law; and (c) any other chemical or other material or substance, exposure to which or use of which as of such date is prohibited, limited or regulated under any environmental law.

F. Person: shall mean any individual, corporation, partnership, limited liability company, association, trust or other entity whatsoever.

2. EMPLOYMENT OF CONTRACTOR.

Stadium Manager hereby employs Contractor to perform the Services. Stadium Manager shall pay for all such Services which are consistent with the terms of this Agreement. 3 3. SERVICES TO BE PROVIDED.

A. The Recitals above and all of the exhibits and schedules referenced in this Agreement are attached and are incorporated herein by this reference.

B. Contractor promises and agrees to furnish to the Stadium Manager all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately perform the Services as described in this Agreement including, without limitation, Exhibit A attached hereto.

C. Stadium Manager may, at its discretion, provide, or cause to be provided, during the Term designated office and storage space within the Stadium for use by Contractor. The location of such office and storage space shall be in the sole discretion of Stadium Manager, and Stadium Manager may direct that the office and storage space be moved to a new location within the Stadium from time to time as it deems necessary.

D. Except as expressly provided herein, Contractor shall be responsible for all costs and expenses incurred in performing the Services, including costs and expenses of maintaining, repairing and replacing any furniture, fixtures, equipment, or other tangible property and all applicable taxes, staffing (including all managerial and Event staff, if applicable), and training. As described in greater detail in Section 8.F hereof, Contractor agrees to fully abide by all sustainability and reuse programs established for or applicable to the Stadium, as each may be modified from time to time following the Effective Date.

E. Without limiting the generality of any other provision in this Agreement, Contractor’s pro
vision of the Services shall be subject to the reasonable prior approval of Stadium Manager acting in conjunction with Contractor, including but not limited to staffing and the manner of Contractor’s performance. Contractor shall not offer exclusivity to any supplier without the prior written approval of Stadium Manager.

F. If at any time, Contractor fails or is otherwise prevented from providing all or any portion of the Services whether due to a suspension or termination of any licenses or permits or otherwise, then, in addition to any other right of Stadium Manager, Stadium Manager shall have the right, in its sole discretion, without the payment of any kind to Contractor, to provide through any available means the Services, or any portion thereof, until such time as Contractor has resumed its provision of the Services. In the event Stadium Manager exercises its rights pursuant to this Section, Contractor shall, and shall cause its employees to cooperate and assist Stadium Manager in providing the Services.

G. Notwithstanding the foregoing, and subject to any restrictions imposed by the Authority, including pursuant to the Stadium Lease and Stadium Management Agreement, the Stadium Manager and its designated agents reserve the right of access to all areas that Contractor is permitted to acces s, use and occupy hereunder for purposes of operating, inspecting, maintaining and repairing the Stadium (and all improvements therein or thereon) and for the purpose of determining whether the terms, covenants and conditions contained in this Agreement are being fully and faithfully observed and performed by Contractor. Use of any space or property that Contractor is permitted to access, use and occupy hereunder for purposes other than the operations to be conducted under this Agreement, without prior written approval of Stadium Manager in its sole discretion, is prohibited. Contractor shall not interfere with any other contractor, licensee or employee of the Authority, Stadium Manager or any other person working at the Stadium.

4. COMMENCEMENT OF SERVICES.

Contractor shall begin providing the Services on the Effective Date. Contractor shall provide the Services as described in Exhibit A and shall complete all Services during the Term consistent with --
4 any milestones specified in this Agreement. The Parties may adjust any performance milestones, service schedules or commencement dates by mutual written agreement.

5. QUALIFICATIONS OF CONTRACTOR – STANDARD OF WORKMANSHIP.

A. Contractor represents and maintains that it has the necessary expertise in the professional calling to perform the Services, and its duties and obligations, expressed and implied, contained in this Agreement, and Stadium Manager expressly relies upon Contractor’s representations regarding its skills and knowledge. Contractor shall perform such Services and duties and obligations in conformance to and consistent with the professional standards of a specialist in the same discipline in the State of California.

B. Any plans, designs, specifications, estimates, calculations, reports, and other documents required to be furnished by Contractor under this Agreement shall be of a quality acceptable to Stadium Manager. To be accepted as provided under this Agreement, any such deliverable shall be a product of neat appearance and shall be well -organized, technically and grammatically correct, and checked, and shall identify the maker and checker. The minimum standard of appearance, organization, and content of the deliverable shall be that used by Stadium Manager for similar services.

6. TERM OF AGREEMENT.

The term of this Agreement (the “Term”) shall begin on the Effective Date and terminate on March 31, 2026 provided however, if this Agreement extends beyond a single fiscal year, the Term for subsequent fiscal years shall be conditioned upon approval of the Authority budget for the applicable fiscal year that includes the amounts due under this Agreement. All Services contained herein shall be completed prior to the end of the Term of this Agreement. Subject to the prior approval of the Stadium Authority, the Stadium Manager shall have the option, in its sole discretion, to extend the Term for two additional one (1) year periods by notifying Contractor in writing of Stadium Manager's desire to exercise said option prior to the expiration of the then-current Term.

7. WARRANTY.

C
ontractor expressly warrants that all Services covered by this Agreement shall be fit for the purpose intended, shall be free from defect, and shall conform to the specifications, requirements, and instructions upon which this Agreement is based. Contractor agrees to promptly replace or correct any incomplete, inaccurate, or defective Services at no further cost to Stadium Manager when defects are due to the negligence, errors, or omissions of Contractor. If Contractor fails to promptly correct or replace Services, Stadium Manager may make corrections or replace Services and charge Contractor for the cost incurred by Stadium Manager.

8. PERFORMANCE OF SERVICES.

A. Contractor shall perform all Services in an efficient and expeditious manner and shall work closely with and be guided by Stadium Manager. Contractor shall be as fully responsible to Stadium Manager for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as Contractor is for the acts and omissions of persons directly employed by it. Contractor will perform all Services in a safe manner and in accordance with all Applicable Laws and safety regulations, the policies and procedures issued by the Stadium Manager relating to the Services, the general operating procedures of the Authority, and any and all other applicable rules, regulations, policies and directives established or implemented by the Authority and/or Stadium Manager, the designees of either of them, or the NFL, from time to time, including scheduling rules, regulations and policies, related to the use or operation of the Stadium (collectively, “Stadium Policies”).

The term “Applicable Laws” as used in this Agreement shall mean any statute, law, treaty, rule, code, ordinance, regulation, permit, interpretation, certificate or order, whether now or hereafter existing, of any Governmental Authority, or any judgment, decision, decree, 5 injunction, writ, order or like action of any court, arbitrator or other Governmental Authority, whether now or hereafter existing. The term “Governmental Authority” as used in this Agreement shall mean any federal, state, local or foreign governmental entity, authority or agency, court, tribunal, regulatory commission or other body, whether legislative, judicial or executive (or a combination or permutation thereof), and any arbitrator to whom a dispute has been presented under Applicable Laws or by agreement of the Parties with an interest in such dispute.

B. Contractor shall at all times maintain a sufficient number of qualified personnel at the Stadium and, if applicable, the Related Facilities ( e.g., offsite parking areas ) for the performance of all of Contractor’s obligations under this Agreement.

C. Contractor’s authorized personnel who are scheduled to work at events at the Stadium (“Events”) shall be provided with ingress to and egress from the Stadium through a gate or gates designated for such purpose by Stadium Manager, without charge, during all days on which Events are held and at all other times necessary to enable Contractor to prepare for Events and fulfill its responsibilities under this Agreement. Contractor shall be bound by and comply with all rules, policies and procedures relating to security and access rights, including requirements related to screening and identification of Contractor’s personnel, established from time to time by Stadium Manager. Nothing herein contained shall be held to limit or qualify the right of the Authority or Stadium Manager to a free and unobstructed use, occupation and control of the Stadium and ingress and egress for itself, its lessees and the public.

D. Contractor shall obtain on or before the Commencement Date and shall thereafter maintain throughout the Term, at its cost and in its name, all licenses and permits necessary for the performance of the Services and any and all other licenses and permits required to be obtained by Contractor by the terms of the Stadium Lease. Stadium Manager shall cooperate with Contractor in connection with applications submitted by Contractor for any and all licenses and permits and renewals thereof. Contractor shall not submit any application for a permit or license without first providing Stadium Manager a reasonable opportunity to review it. Contractor shall furnish Stadium Manager with copies of such licenses and permits and renewals thereof as are physically maintained at the Stadium, and all other licenses or permits otherwise required under Applicable Laws or this Agreement, and shall surrender all licenses and permits to Stadium Manager upon termination of this Agreement.

E. In the event that Contractor fails to obtain or maintain in full force and effect any material license or permit necessary for the performance of the Services, including upon a suspension applicable to an Event or revocation thereof, (a) Stadium Manager shall have the right (but no obligation) to perform or have another Person perform the applicable obligation without compensation to Contractor and, whether or not Stadium Manager exercises that right or its termination rights, Contractor shall be responsible to Stadium Manager for the loss of income and all other damages, including consequential and special damages, suffered by Stadium Manager as the result of Contractor’s breach of this Agreement, including any loss of income; and (b) Contractor shall be considered in material breach of this Agreement, and Stadium Manager may, in addition to any other rights or remedies it may have, immediately terminate this Agreement.

F. Contractor shall comply in all respects with the Santa Clara Business and Commercial Recycling Program, as the same shall be amended from time to time, and shall, in partnership with Stadium Manager, prepare and implement a plan (the “Waste Reduction and Recycling Plan”) that targets 100% diversion of solid waste from all Events, including composting or other diversion of compostable organics. Contractor shall train its employees in the methods and objectives of the Waste Reduction and Recycling Plan and shall direct and cause its employees to not dispose of or discharge recyclables, compostables, waste, garbage, refuse or Hazardous Substances in any area in or outside 6 the Stadium other than in areas specifically designated therefor. Contractor shall be responsible for expeditiously collecting, separating, recycling, bagging and delivering recyclables, compostables, trash and garbage generated within the Stadium Complex, and Contractor shall cause its employees to deposit such recyclables, compostables, trash and garbage in appropriate containers or equipment in the locations specified by Stadium Manager, whereupon Stadium Manager shall be responsible for the further delivery and ultimate disposal of such recyclables, compostables, trash and garbage. In addition, Contractor shall separate, compact and recycle the trash generated by Events on non- Event days. Contractor shall take all action necessary to: (i) ensure that all such recyclables, compostables, trash and garbage are placed in bags and/or the appropriate receptacles or other containers (which receptacles and containers shall be provided by Contractor) that are durable for transport and not easily susceptible to breakage or leakage, (ii) notify Stadium Manager when the centralized Stadium recyclable, compostable and garbage receptacles are full and need to be emptied, (iii) prevent recyclables, compostables and trash from piling up around the outside of the receptacles and from using the Stadium receptacles in lieu of transferring the recyclables, compostables and trash to the required locations as described herein and (iv) ensure that recyclables, compostables and trash do not spill out prior to or during transport. Contractor agrees to and is fully committed to participating in the separation and recycling of refuse in the Stadium and to minimize the amount of non- recyclable and non-compostable refuse to be removed from the Stadium. All recyclable, compostable, trash and garbage receptacles within the areas controlled by Contractor shall be provided by Contractor and shall be cleaned and sanitized by Contractor in accordance with the standards reasonably set from time to time by the Authority and/or Sta dium Manager, to ensure a consistently high standard of sanitation meeting or exceeding the standards set by the Santa Clara County Public Health Department and/or the City. Contractor will comply with all federal, state and local recycling and composting requirements and such recycling and composting programs implemented from time to time by the Authority and/or Stadium Manager and all rules and regulations applicable to the Stadium’s adherence to, and/or certification by, the Leadership in Energy and Environmental Design (LEED) Green Building Rating System. Contractor shall indemnify Stadium Manager and make Stadium Manager whole for any out of pocket costs incurred by Stadium Manager which are solely attributable to any negligence or intentional act or omission of Contractor or any of its employees with respect to the recycling or trash removal program, including the expense of returned or rejected recyclable, compostable and trash removals due to mixing or contaminating the trash flow in violation of Applicable Laws or specific directives provided to Contractor in writing as part of the Stadium’s sustainability and recycling, composting or trash removal programs. Stadium Manager will determine the type, appearance and location of the recyclable, compostable and trash receptacles.

H. Contractors acknowledges and agrees that Services performed under this Agreement shall not
create any right of lien for Contractor at the Stadium, which is a publicly owned building.

Contractor hereby waives and releases any right of lien against Stadium Manager, StadCo, the Authority, the City, and the Stadium for the Services or any other work performed by Contractor at the Stadium during the Term of this Agreement.

I. If required by Applicable Laws, Contractor shall file a payment bond for one hundred percent of the total amount payable hereunder with and approved by Stadium Manager. ---
7 9. MONITORING OF SERVICES.

Stadium Manager may monitor the Services performed under this Agreement to determine whether Contractor’s operations conform to Stadium operating policies and directives and to the terms of this Agreement. Stadium Manager may also monitor the Services to be performed to determine whether the Services are being conducted in accordance with applicable Stadium Policies, National Football League requirements, and Applicable Laws.

10. CORRECTION OF SERVICES.

Contractor agrees to correct any incomplete, inaccurate, or defective Services at no cost to Stadium Manager, when such defects are due to the negligence, errors, or omissions of Contractor. If any action of Contractor constitutes a breach, Stadium Manager may terminate this Agreement pursuant to the provisions described herein.

11. RESPONSIBILITY OF CONTRACTOR.

A. Contractor shall be responsible for the professional quality, technical accuracy, and coordination of the Services furnished by it under this Agreement. Neither Stadium Manager’s review, acceptance, nor payments for any of the Services required under this Agreement shall be construed 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 and Contractor shall be and remain liable to Stadium Manager in accordance with Applicable Laws for all damages to Stadium Manager caused by Contractor failure to perform any of the Services furnished under this Agreement.

B. Any acceptance by Stadium Manager of plans, specifications, construction contract documents, reports, diagrams, maps, and other material prepared by Contractor shall not in any respect absolve Contractor from the responsibility Contractor has in accordance with customary standards of good professional practice in compliance with Applicable Laws.

C. Contractor shall comply and otherwise abide by, all emergency and security procedures and protocols of the Stadium Manager, the Authority, the City, the Team, the NFL and promoters of Events as the Stadium Manager or such other Persons shall adopt from time to time. Such procedures and protocols may include, without limitation, (i) employee pat - down and screening, (ii) presentment by Contractor’s employees of identification cards or badges issued by Stadium Manager, which may include reporting criteria such as bar codes, “Mag Stripes”, “RFID” or other identifier systems; (iii) restricting access to certain parts of the Stadium to specified employees of Contractor as reasonably approved by the Stadium Manager (with respect to security clearance standards); and/or (iv) conduct by Contractor, at its sole expense, of Team -specified minimum background and such other security screening checks on all of Contractor's employees as the Stadium Manager shall request from time to time, which checks may vary as to job function.

D. Personnel.

i. Contractor shall hire, employ, train, supervise and discipline any and all persons necessary to provide the Services in accordance with the terms of this Agreement and shall use its best efforts to ensure that its employees continually practice the high standards of safety, courtesy and service customarily followed in the conduct of a first-class operation. Contractor shall use its best efforts to select qualified, competent and trustworthy employees. Any and all persons who furnish services under this Agreement, whether or not employed by Contractor prior to the Effective Date, are exclusively employees, subcontractors and/or non-affiliated third parties employed by Contractor and are not employees of the Authority, the City, StadCo or Stadium Manager. Such persons furnishing services under this Agreement shall be subject to appearance standards mutually acceptable to the parties hereto and 8 as permitted by Applicable Laws, and shall wear, at all times while working at the Stadium, neat and clean uniforms provided by Contractor and approved by Stadium Manager. Such uniforms shall bear such lettering and insignia (including the name and logo of the Stadium, the Stadium naming rights sponsor, if required, and the location of the employee's assignment (e.g., a Club or Suite area)) as Stadium Manager may require and shall be of a design reasonably satisfactory to Stadium Manager. Contractor shall cause its employees to conduct themselves in a professional and courteous manner, and not to unreasonably disturb or interfere with Events. Contractor shall at all times maintain accurate records of the names, addresses, employment history and other legal identification of those to whom Contractor issues employee badges, uniforms or other identifying items to ensure the proper identification and legal working status of Contractor's employees at the Stadium. Contractor shall conduct such background and other security screening checks on its employees as Stadium Manager shall reasonably request from time to time and shall not knowingly hire any person who has been previously terminated by the Authority, StadCo, Stadium Manager or any of their respective Affiliates or contractors. Upon Stadium Manager's request, and so long as any such action shall not be contrary to law, Contractor shall immediately remove from the Stadium any employee, agent, contractor or invitee of Contractor and permanently revoke such person's access credentials.
ii. Intentionally Left Blank.
iii. Contractor shall conduct regularly scheduled employee training programs appropriate to the Services provided, including any programs specifically requested by Stadium Manager, for all of its employees working in the Stadium (the “Employee Training Programs”). The Employee Training Programs will be mandatory for all employees, agents and any subcontractors of Contractor and, at a minimum, will include customer service, guest interaction, security procedures and specific job skills training, and will be conducted in such frequency as may be approved or directed by Stadium Manager. Contractor shall cause all Employee Training Programs to be periodically reviewed (no less frequently than annually) and updated to the extent necessary to maintain the standard of service requested by Stadium Manager. All employees of Contractor shall also be required to attend such policy and procedures training sessions as may be held by the Stadium Manager, as well as the Stadium orientation tour and training conducted by the Stadium Manager. Contractor shall not permit any employee, agent or subcontractor to work at an Event prior to his or her completion of the prescribed training sessions and Employee Training Programs.
iv. Contractor shall promptly notify Stadium Manager upon voluntary or involuntary termination of employment of its employees or contractors and ensure that each such terminated individual is denied further access to the Stadium. In no event shall the Authority, the City, StadCo or Stadium Manager be liable, and Contractor shall indemnify, protect, and hold the Authority, the City, StadCo and Stadium Manager harmless, for Contractor's record keeping (or lack of record keeping), including the legal identification and working status of Contractor's employees and subcontractors, or for any other matters relating to Contractor's employees or subcontractors.

12. COMPENSATION AND PAYMENT.

A. In consideration for Contractor’s performance of the Services in accordance with the requirements of this Agreement, Stadium Manager shall pay Contractor for all materials provided and services rendered by Contractor in the amount(s) set forth in Exhibit B , entitled “Contractor Compensation and Fees.”
9 B. Contractor will invoice Stadium Manager for fees as set forth in Exhibit B , subject to verification by Stadium Manager. Except as otherwise expressly provided in Exhibit B, Stadium Manager will pay Contractor within thirty (30) days of Stadium Manager’s receipt of a valid invoice.

13. TERMINATION OF AGREEMENT.

A. In addition to any other rights or remedies Stadium Manager may have, Stadium Manager may terminate this Agreement by written notice to Contractor if: (i) Contractor fails to correct to the reasonable satisfaction of Stadium Manager any condition created or controlled by Contractor that, in Stadium Manager’s reasonable judgment, poses a hazardous condition to occupants of the Stadium Complex, any of the Related Facilities (e.g., offsite parking areas), or any portion thereof, within twenty- four (24) hours after receipt of written notice from Stadium Manager; (ii) Contractor fails to perform any material obligation under this Agreement and such failure continues unremedied for a period of ten (10) days after receipt of written notice from Manager of the particular failure to perform (or thirty (30) days in the case that a remedy has commenced but cannot reasonably be accomplished in ten days); (iii) Contractor is placed into bankruptcy either voluntarily or involuntarily (and such involuntary proceeding is not dismissed within sixty (60) days), becomes financially insolvent, takes the benefit of any present or future insolvency statute, makes a general assignment for the benefit of creditors, or consents to the appointment of a receiver, trustee, or liquidator of all or substantially all of its property; (iv) Contractor transfers or permits a transfer of this Agreement in violation of Section 14; (v) Contractor fails to obtain and/or maintain required licenses and permits under Section 8.D; or (vi) Contractor fails to work cooperatively and in good faith with the Authority, Stadium Manager, any of their respective Affiliates or any of subcontractors of any of the foregoing.

C. If the Stadium is destroyed or otherwise rendered unusable for more than thirty (30) days for any reason (a “Casualty Event”), Stadium Manager shall give Contractor a notice within ninety (90) days after the Casualty Event stating that whether the Authority intends to rebuild or restore the Stadium. If the notice states that the Authority will not rebuild or restore the Stadium, this Agreement shall be terminated. If the notice states that the Authority intends to rebuild or restore the Stadium, the Parties’ obligations hereunder shall be abated during that period. If such notice states that the Authority reasonably believes that it will take longer than two (2) years to restore or rebuild the Stadium or, if a shorter amount of time, such amount of time is longer than the remainder of the Term, either party 10 shall have the option of terminating this Agreement by written notice to the other at any time within one hundred and eighty (180) days after Stadium Manager gives such not ice, and such termination shall be effective one hundred twenty (120) days after the other party’s receipt of such notice. Contractor shall not be entitled to any monetary or other damages or compensation from Stadium Manager in the event of a Casualty Event.

D. The Parties acknowledge and agree that in the event that any permit required to be obtained by Stadium Manager for the full performance of the Services is not obtained by within a reasonable amount of time following the Effective Date, Stadium Manager shall have the right in its sole discretion to terminate this Agreement upon written notice to Contractor. Upon such termination, the Parties shall mutually agree upon any remaining payment by or refund to Stadium Manager in good faith. In no event shall Stadium Manager be responsible for any labor or other costs for services not yet performed by Contractor at the time of the notice of termination

14. NO ASSIGNMENT OR SUBCONTRACTING OF AGREEMENT.

A. Stadium Manager and Contractor bind themselves and their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred by Contractor without the prior written approval of Stadium Manager. Contractor shall not hire subcontractors without express written permission from Stadium Manager.

B. Stadium Manager may sell, assign, pledge and otherwise transfer or encumber (each, a “transfer”) this Agreement and any or all of its rights and obligations hereunder to any other Person, including any source of or guarantor or insurer of f inancing or any trustee, collateral agent or other Person appointed in connection with such financing (each, a “Manager Assignee”), whether by security agreement, collateral assignment, transfer or otherwise; provided, that such transfer shall not relieve Stadium Manager of its obligations under this Agreement unless such Manager Assignee assumes in writing Stadium Manager’s obligations under this Agreement. Upon reasonable prior notice from Stadium Manager, Contractor shall make any payments due hereunder to such Manager Assignee and shall execute and deliver any documents that Stadium Manager or any Manager Assignee may reasonably request to acknowledge and confirm that upon any such transfer, this Agreement will remain in full force and effect, will continue to be a legal, valid and binding obligation of Contractor enforceable in accordance with its terms (subject to applicable bankruptcy or insolvency laws and general principles of equity), and that (to the extent accurate and correct) neither Contractor, nor to Contractor’s knowledge, Stadium Manager is in material breach or violation of this Agreement.

C. Contractor acknowledges and agrees that, in the event the Stadium Management Agreement is terminated for any reason, the Authority and StadCo shall, in a ccordance with the Stadium Lease, employ a replacement manager for the Stadium, who shall, following the effective date of such employment, constitute the “Stadium Manager” for all purposes under this Agreement, provided, however, that for any period of time before a replacement manager is appointed, this Agreement may be assigned to the Authority or StadCo as deemed appropriate in the Stadium Manager’s sole discretion.

15. NO THIRD-PARTY BENEFICIARY.

This Agreement shall not be construed to be an agreement for the benefit of any third party or parties, except for the Authority, StadCo, and Team, and no other third party or parties shall have any claim or right of action under this Agreement for any cause whatsoever.

16. 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 11 employee(s) of Stadium Manager, the Authority or StadCo. Contractor has full rights, however, to manage its employees in their performance of Services under this Agreement. All liabilities that may arise as a result of Contractor's status as an employer shall be borne exclusively by Contractor, including liability relating to payments required to be made under, and documents to be filed with respect to, the Federal Insurance Contribution Act and the Federal Unemployment Tax Act or any similar federal, state, city or local legislation or other Applicable Laws. Contractor is not authorized to bind Stadium Manager, the Authority or StadCo to any contracts or other obligations.

17. NO PLEDGING OF STADIUM MANAGER’S CREDIT.

Under no circumstances shall Contractor have the authority or power to pledge the credit of the Stadium Manager or any other of the Indemnified Parties or incur any obligation in the name of such Persons. Contractor shall save and hold harmless the Authority, StadCo, Stadium Manager, their respective Affiliates , and their respective officers, employees, boards and commissions for expenses arising out of any unauthorized pledges of credit by Contractor under this Agreement.

18. CONFIDENTIALITY OF MATERIAL.

All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions, or other information developed or received by or for Contractor and all other written information submitted to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor and shall not, without the prior written consent of Stadium Manager, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Contractor which is otherwise known to Contractor shall be deemed confidential.

Notwithstanding the above, the Contractor acknowledges that the Authority is a California public entity that is subject to the California Public Records Act. Information disclosed to Stadium Manager on behalf of the Authority regarding the Contractor's Services in connection with the performance of this Agreement may be subject to public disclosure in accordance with the Public Records Act, including this Agreement and its terms.

19. NO USE OF STADIUM MANAGER NAME OR EMBLEM.

Contractor shall have no right to use the trademarks, symbols, trade names or other intellectual property of the Authority, Stadium Manager, Levi’s Stadium®, the San Francisco 49ers, or their respective Affiliates, or Stadium tenants or their Affiliates or other Event performers directly or indirectly, in connection with any production, promotion, service or publication, without the written approval of Stadium Manager.

20. OWNERSHIP OF MATERIAL.

All material, including information developed on computer(s), which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports, and other material developed, collected, prepared, or caused to be prepared under this Agreement shall be the property of Stadium Manager, but Contractor may retain and use copies thereof. Stadium Manager shall not be limited in any way or at any time in its use of said material. However, Contractor shall not be responsible for damages resulting from the use of said material for work other than the Services, including, but not limited to, the release of this material to third parties.

21. RIGHT OF STADIUM MANAGER TO INSPECT RECORDS OF CONTRACTOR.

Stadium Manager, through its authorized employees, representatives, or agents shall have the right during the term of this Agreement and for three (3) years from the date of final payment for Services, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation under this Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in 12 accordance with generally accepted accounting principles to establish the correctness of all charges submitted to Stadium Manager. Any expenses not so recorded shall be disallowed by Stadium Manager.

Contractor shall submit to Stadium Manager any and all reports concerning its performance under this Agreement that may be requested by Stadium Manager in writing. Contractor agrees to assist Stadium Manager in meeting Stadium Manager’s reporting requirements with respect to Contractor’s Services hereunder.

22. FAIR EMPLOYMENT.

Contractor shall not discriminate against any employee or applicant for employment because of race, color, creed, national origin, gender, sexual orientation, age, disability, religion, ethnic background, or marital status, in violation of Applicable Law.

23. HOLD HARMLESS/INDEMNIFICATION.

A. Contractor shall indemnify, defend and hold harmless the Authority, Stadium Manager and the Additional Indemnitees, and their respective officers, directors, managers, members, partners, owners and employees (collectively, “Indemnified Parties”) from and against all losses, costs, suits, actions, claims, damages, amounts paid in settlement, liabilities, costs and expenses, including reasonable attorneys’ fees (collectively, “ Losses”), resulting to, imposed upon, asserted against or incurred by any of them (including in any action between the parties) in connection with or arising out of (i) any breach by Contractor under this Agreement, (ii) any activity, inactivity, work or thing done or permitted by Contractor or its employees, agents or contractors in or upon the Stadium or Related Areas, including the performance of the Services, or (iii) any injury or damage to any Person or to the property of any Person caused by any action or omission of Contractor or its employees, agents or contractors.

B. If any claim, demand, action or proceeding is made or commenced by any third party (a “Third Party Claims ”) against any Indemnified Party, the Indemnified Party shall give Contractor prompt notice thereof; the failure to give such notice shall not affect the liability of Contractor under this Agreement except to the extent the failure materially and adversely affects the ability of Contractor to defend the Third Party Claim. Contractor shall have the right to assume the defense and resolution of the Third Party Claim, provided that (i) the Indemnified Party shall have the right to participate in the defense of the Third Party Claim at its own expense through counsel of its choice (control of the defense will remain with Contractor), (ii) Contractor shall not consent to the entry of any judgment or enter into any settlement that would require any act or forbearance on the part of the Indemnified Party or which does not unconditionally release the Indemnified Party from all liability in respect of the Third Party Claim or would otherwi se bring dishonor or disrepute upon Authority, Stadium Manager, any of their respective Affiliates, without the prior written consent of the Indemnified Party, and (iii) the Indemnified Party may undertake the defense of the Third Party Claim, at Contractor’s expense, if Contractor fails to (A) assume the defense within ten (10) business days after notice from the Indemnified Party or (B) diligently prosecute the defense.
13 24. INSURANCE REQUIREMENTS.

During the term of this Agreement, and for any longer time period set forth in Exhibit C entitled “Insurance Requirements” and attached hereto and incorporated herein by this reference, Contractor shall purchase and maintain in full force and effect, at no cost to Stadium Manager insurance policies with respect to employees and vehicles assigned to the performance of Services under this Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as required in Exhibit C.

25. AMENDMENTS.

This Agreement may be amended only with the written consent of both Parties.

26. INTEGRATED DOCUMENT.

This Agreement represents the entire agreement between Stadium Manager and Contractor. No other understanding, agreements, conversations, or otherwise, with any representative of Stadium Manager prior to execution of this Agreement shall affect or modify any of the terms or obligations of this Agreement. Any verbal agreement shall be considered unofficial information and is not binding upon Stadium Manager.

27. 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.

28. WAIVER
Contractor agrees that waiver by Stadium Manager of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement

29. NO TICES.

All notices to the Parties shall, unless otherwise requested in writing, be sent to Stadium Manager addressed as follows:

Attention: Jim Mercurio, Vice President
Address: Forty Niners Stadium Management Company LLC
4900 Marie DeBartolo Way
Santa Clara, CA 95054

With a copy to: Legal Affairs
Forty Niners Stadium Management Company LLC
4949 Marie P. DeBartolo Way
Santa Clara, CA 95054

And to Contractor as follows:

Attention: [insert name/title or department]
Address: [insert contractor name]
[insert address]
[insert address]
If notice is sent via email, a signed, hard copy of the material shall also be mailed. The workday the
email was sent shall control the date notice was deemed given if there is a computer-generated 14 confirmation of receipt returned to the sender on the date of transmission. An email transmitted after 1:00 p.m. on a Friday shall be deemed to have been transmitted on the following Monday.

30. CAPTIONS.

The captions of the various sections, paragraphs, and subparagraphs of this Agreement are for convenience only and shall not be considered or referred to in resolving questions of interpretation.

31. LAW GOVERNING CONTRACT 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.

32. DISPUTE RESOLUTION.

A. Unless otherwise mutually agreed to by the Parties, any controversies between Contractor and Stadium Manager regarding the construction or application of this Agreement, and claims arising out of this Agreement or its breach, shall be submitted to mediation within thirty (30) days of the written request of one Party after the service of that request on the other Party.

B. The Parties may agree on one mediator. If they cannot agree on one mediator, the Party demanding mediation shall request the Superior Court of Santa Clara County to appoint a mediator. The mediation meeting shall not exceed one day (eight (8) hours) provided the Parties may mutually agree to extend the time allowed for mediation under this Agreement.

C. The costs of mediation shall be borne by the Parties equally.

D. For any contract dispute, mediation under this section is a condition precedent to filing an action in any court. In the event of mediation which arises out of any dispute related to this Agreement, the Parties shall each pay their respective attorney’s fees, expert witness costs, and cost of suit through mediation only. In the event of litigation, the prevailing Party shall recover its reasonable costs of suit, expert’s fees, and attorney’s fees. If mediation does not resolve the dispute, the Parties agree that the matter shall be litigated in a court of law, and not subject to the arbitration provisions of the Public Contract Code.

33. COMPLIANCE WITH ETHICAL STANDARDS.

By executing this Agreement, Contractor promises and agrees that it and all of its members, officers, employees, agents, subcontractors and authorized representatives will comply with the “Ethical Standards for Contractors Seeking to Enter into an Agreement with Stadium Manager” attached hereto as Exhibit D and incorporated herein by this reference.

34. CONFLICT OF INTERESTS.

This Agreement does not prevent either Party from entering into similar agreements with other parties. To prevent a conflict of interest, Contractor certifies that to the best of its knowledge, no Stadium Manager, StadCo, Team, Authority, or City 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 15 Section 87100 and following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise Stadium Manager if a conflict arises.

35. LABOR COMPLIANCE REQUIREMENTS.

A. Contractor is aware of the requirements of California Labor Code Section 1720 et seq., and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. Since the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws.

Stadium Manager shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement upon request. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request and shall post copies at Contractor’s principal place of business and at the project site.

Contractor shall defend, indemnify and hold the Indemnified Parties free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. Contractor and any subcontractor shall forfeit a penalty of up to $200 per calendar day or portion thereof for each worker paid less than the prevailing wage rates.

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

C. Contractor is advised that eight (8) hours labor constitutes a legal day’s work. Pursuant to Section 1813 of the California Labor Code, Contractor shall forfeit a penalty of $25.00 per worker for each day that each worker is permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week, except when payment for overtime is made at not less than one and one half (1 1/2) times the basic rate for that worker.

D. Contractor and each subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by him or her in connection with the public work. The payroll records shall be certified and shall be available for inspection at all reasonable hours at the principal office of Contractor in the manner provided in Labor Code Section 1776. In the event of noncompliance with the requirements of this Section, Contractor shall have 10 days in which to comply subsequent to receipt of written notice specifying in what respects such Contractor must comply with this Section. Should noncompliance still be evident after such 10- day period, Contractor shall, as a penalty to Stadium Manager, forfeit not more than $100.00 for each calendar day or portion thereof, for each worker, until strict compliance is effectuated. The amount of the forfeiture is to be determined by the Labor Commissioner. A contractor who is found to have violated the provisions of law regarding wages on public works with the intent to defraud shall be ineligible to bid on public works contracts for a period of one to three years as determined by the Labor Commissioner. Upon the request of the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement, such penalties shall be withheld from progress payments then due. The responsibility for compliance with this Section is on Contractor. The requirement to submit certified payroll records directly to the Labor 16 Commissioner under Labor Code Section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.

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

F. This Agreement is subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be the Contractor’s sole responsibility to evaluate and pay the cost of complying with all labor compliance requirements under this Agreement and applicable law. Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractor’s performance of Services, including any delay, shall be Contractor’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay subject to any applicable liquidated damages and shall not be compensable by the Stadium Manager.

Contractor shall defend, indemnify and hold the Indemnified Parties free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor.

G. It shall be Contractor’s sole responsibility to comply with, and maintain adequate records of its adherence to, all applicable state prevailing wage requirement. Contractor is responsible for maintaining and providing the following documentation to Stadium Manager for review and approval within the timeframes specified below. i. Division of Apprenticeship Standards (DAS) 140 Form (applicable if the compensation paid or to be paid to Contractor is $30,000 or more). Contractor, on behalf of itself and its subcontractors, must provide a copy of DAS 140 forms filed with the appropriate apprenticeship committee(s) the earlier of Contractor’s first application for payment for Services performed under this Agreement or ten (10) days of Agreement execution.
ii. DAS 142 Form (applicable if the compensation paid or to be paid to Contractor is $30,000 or more). Contractor, on behalf of itself and its subcontractors, must provide a copy of DAS 142 forms filed with the appropriate apprenticeship committee(s) or evidence of an approved exemption with its first application for payment for Services involving an apprenticeable cr aft or trade classification – additional DAS 142 forms or evidence of approved exemptions must be provided following this initial submission with future applications for payment in the event those applications are for Services involving an apprenticeable c raft or trade classification not covered under the first application for payment. iii. California Apprenticeship Council (CAC) Form CAC-2; Training Fee Contributions (applicable if the compensation paid or to be paid to Contractor is $30,000 or more). Contractor, on behalf of itself and its subcontractors, must submit evidence of mandatory training contributions required under Labor Code Section 1777.5, as it may be amended from time to time, via submission of completed Form CAC -2 17 and/or confirmation of payment to a valid union trust fund with each application for payment submitted to Stadium Manager.
iv. Certified Payroll Records; Statement of Compliance. Contractor, on behalf of itself and its subcontractors, must submit complete payroll records on forms substantially similar to the Department of Industrial Relations Form A -1-131 with each application for payment submitted to Stadium Manager. Each set of certified payroll records submitted to Stadium Manager with any application for payment must be accompanied by a signed Statement of Compliance certifying the information on the certified payroll records is true and correct. For the period covered by any application for payment in which Contractor and its subcontractors did not perform Services, Contractor must additionally submit a signed Statement of Non-Performance certifying no work was performed. Contractors are advised the submission of electronic certified payroll records to the Department of Industrial Relations via the eCPR system is not an acceptable substitute to maintaining and providing full certified payroll records as required by this provision and applicable law.
v. Fringe Benefit Statement. Contractor, on behalf of itself and its subcontractors, must submit complete Fringe Benefit Statement(s) for the crafts and trade classifications utilized to perform the Services covered by any application for payment. All Fringe Benefit Statements must be submitted with the application for payment to which each applies.
vi. Demand for Compliance Records. At any time during or subsequent to the full performance of the Services under this Agreement and in addition to the obligations set forth above, Stadium Manager and/or the Authority ma y require Contractor to produce and or correct and re -submit any prevailing wage compliance records, which must be reviewed and approved by Stadium Manager and/or the Authority, prior to full release of payment. vii. Withholding for Non-Compliance. In the event Contractor or any subcontractor is found not to be in compliance with the foregoing requirements for any application for payment whether for progress payments or final payment, Stadium Manager has the right to withhold up to ten percent (10%) of the amount owed to Contractor under the affected application for payment until full compliance is achieved.

Contractor acknowledges and agrees the foregoing amount is a reasonable estimate of the value of the documentation specified above.

[Signatures continued on next page]

18 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly appointed representatives as of the Effective Date.

STADIUM MANAGER:

FORTY NINERS STADIUM MANAGEMENT COMPANY LLC

By:_________________________________

Name: Peter Wilhelm

Title: Chief Financial Officer

CONTRACTOR:

[INSERT CONTRACTOR NAME]

By:_________________________________

Name: [insert name]

Title: [insert title]

19 EXHIBIT A

SCOPE OF SERVICES

Contractor shall provide the following services at the Stadium during the Term, as requested and directed by Stadium Manager:

1. Overview
a. Contractor shall provide testing, inspection, and maintenance services for a multi-year period from April 1, 2023 through March 31, 2026, for the fire suppression systems at the Stadium, as requested by Stadium Manager; provided however, if the services extend beyond a single fiscal year, the term for subsequent fiscal years shall be conditioned upon approval of the Santa Clara Stadium Authority budget for the applicable fiscal year that includes the amounts due under this Agreement.
b. Contractor shall provide the following services:
i. Monthly testing, inspections, and maintenance
ii. Quarterly testing, inspections, and maintenance
iii. Annual testing, inspections, and maintenance
iv. 5 –year testing, inspections, and maintenance
v. Additional services as required by Stadium Manager

2. General Requirements
a. Contractor shall perform all testing, inspection and maintenance for the fire sprinkler systems and the dry systems at the Stadium in accordance with the standards set forth by National Fire Protection Association (NFPA), as those standards may be amended from time to time during the Term of the Agreement. The NFPA standards are considered the minimum requirements for this scope of work. It shall be the responsibility of the Contractor to also comply with any recommendations from the equipment manufacturers with respect to testing, inspection and maintenance.
b. Contractor shall perform the work described herein and shall furnish all labor, equipment, tools, special skills and materials required to perform these services. c. All material and work shall be in full accordance with the rules and requirements of the Occupational Safety and Health Administration (OSHA); National Electrical Code (NEG); National Fire Codes published by the National Fire Protection Association (NFPA); California Administrative Codes (CAC); Uniform Building Code (UBC); Uniform Plumbing Code (UPC); and other applicable federal, state, and local laws and regulations. These specifications shall not be construed to permit work not conforming to these requirements. The regulations shall govern where they require higher standards or conflict with the specifications. Rulings and interpretations of the enforcing agencies shall be considered a part of these specifications if commonly known to the trade. All regulations and standards shall be the latest publication unless governing authorities require otherwise. In addition, the entire installation shall be in accord with the best practices available in the industry, and shall present a neat, workman- like appearance upon completion.

3. General Services
a. Contractor shall have, and maintain throughout the Term, expertise in testing, inspecting, maintaining, and servicing facilities with the following characteristics:

20 i. A fire suppression system with a wet sprinkler system serving most of the facility, but also including several areas with dry systems, pre-action systems, along with specialized systems serving areas such as kitchens and hood vents. ii. The following table sets forth the quantities of each sprinkler head in the Stadium that shall require maintenance and servicing by Contractor:

Sprinkler Type Count

1. Concealed Pendent, QR EC, K=11.2
165F Reliable XLO QREC (SIN R4441)
Tan/Wood
284

2. Concealed Pendent, QR EC, K=11.2
165F Reliable XLO QREC (SIN R4441)
White
1090

3. Concealed Pendent, QR SC, K=5.6
165F Reliable G5-56 (SIN RA3415)
Black
35 4. Concealed Pendent, QR SC, K=5.6
165F Reliable G5-56 (SIN RA3415)
White
1413

5. Dry (12” Barrel) Pendent, QR SC,
K=5.6, 155, Reliable F3QR (SIN
R5714)
217

6. ESFR Pendent, QR, SC, K=16.8, 165F,
Tyco ESFR-17 (SIN TY7226)
41 7. ESFR Upright QR, SC, K=16.8, 165F,
Tyco ESFR-17 (SIN TY7126)
84 8. Exposed Pendent, QR EC, K=8, 155F
Reliable F1FR QREC (SIN R4842)
Black
51 9. Exposed Pendent, QR EC, K=5.6, 155F
Tyco EC-11 QREC (SIN TY5237) Black
99 10. Exposed Pendent, QR SC, K=5.6, 155F
Reliable F1FR56 (SIN RA1414)
134

11. Exposed Sidewall, QR SC, K=5.6, 155F
Reliable F1FR56 (SIN RA1414)
11 12. Exposed Upright, QR EC, K=11.2, 155F
Tyco EC-11 (SIN TY5137) Black
1108

13. Exposed Upright, QR EC, K=5.6, 155F
Reliable F1FR56 (SIN RA1425)
1385

21 14. Exposed Upright, SR SC, K=8, 155F
Reliable F1 LO (SIN R1742)
8 15. Exposed Upright, SR SC, K=8, 286F
Reliable F1 LO (SIN R1722)
93 16. Institutional Pendent, QR SC, K=5.6,
165F Reliable INST XL (SIN R1334)
5 17. Semi-Recessed Pendent, QR EC, K=8,
155F Reliable F1FR (SIN R4842)
1113

18. Semi-Recessed Pendent, QR SC,
K=5.6, 155F Reliable F1FR56 (SIN
R1414)
499

19. Semi-Recessed Pendent, SR EC,
K=11.2, 155F Tyco EC-11 (SIN
TY5237)
503

20. Semi-Recessed Pendent, QR SC, K=8,
155F Reliable F1 LO (SIN R1712)
10 21. Under Duct Upright, QR SC, K=5.6,
155F Reliable F1FR56 (SIN R1425)
144
Grand Total 8327

b. Contractor shall, in the course of performing the maintenance services under this Agreement, maintain, inspect, and test all fire suppression systems at the Stadium, including the following components:
i. Fire Pump Controller
ii. Tamper Switches
iii. Flow Valves
iv. Test / Drain Valves
v. Horizontal Centrifugal Fire Pump
vi. Jockey Pump
vii. Pump controllers
viii. Wet Standpipes
ix. Wall Hydrants
x. Pre – Action Systems (Semi-Annual of 8th Floor Control Room and 2nd floor Server Room)

22 xi. FM 200 Suppression Systems (Semi-Annual of 8th Floor Control Room and 2nd floor Server Room)
c. The specific requirements for testing, inspection, and maintenance for each component of the systems are set forth in the relevant NFPA standards, and relevant guidance by the Office of the State Fire Marshall. It is the responsibility of the Contractor to be thoroughly familiar with the fire suppression systems throughout the stadium, and to be thoroughly familiar with the necessary testing, inspection and maintenance requirements for each component of the systems, including any manufacturer recommendations. d. Fire sprinkler components shall be cleaned, recalibrate and retested if necessary by Contractor to ensure continued performance and reduce the risk of system failure. During scheduled visits, minor maintenance replacements shall be made, such as replacement of faulty heads, valves and fire pumps.
e. Microprocessor based systems shall have the software and firmware upgraded when required to maintain the listing requirements of the Stadium Manager. f. Contractor shall perform necessary maintenance for deficient or inoperable devices such as those found during the course of system testing, inspection or preventative maintenance, or have failed during operation shall be provided. Only original replacement components manufactured by the original equipment manufacturer or other equal and compatible components may be used in order to preserve U.L Listings and meet NFPA requirements.
g. Contractor shall provide telephone response to emergency requests from Stadium Manager within (thirty) 30 minutes of contact, and service technicians shall be onsite within four (4) hours. Such response level shall be provided 24-hours a day, 365-days a year. Non-emergency calls, as determined by Stadium Manager in its sole discretion, shall be handled the next business day.
h. If appropriate and approved by Stadium Manager, certain of the monthly inspections may be performed by the Stadium Manager’s engineering staff at the direction of Contractor. i. Following each inspection, Contractor shall provide Stadium Manager with complete documentation of testing and a report of any deficiencies shall be presented for review by Stadium Manager before the technician leaves the Stadium. j. Testing shall be conducted during off or non-operational hours and the schedule shall be pre-approved by the Stadium Manager.
k. Any and all technicians selected to perform services under this Agreement and/or at the Stadium shall be highly trained and qualified with a minimum of 5 years’ experience in servicing the systems/equipment at the Stadium.
l. Contractor shall be required to obtain and maintain on the work site MSDS sheets on hazardous materials brought to the premises or intended to be installed or used in the premises at all times. MSDS sheets shall be presented to Stadium Manager no less than 48 hours in advance of work performance or actual use of materials. No hazardous materials may remain on the premises unless specifically agreed by Stadium Manager.

4. Specific Services

23 a. In December 2024, Contractor shall perform a sprinkler/standpipe five-year inspection as detailed in this Agreement, in strict accordance with NFPA rules and regulations, and as mutually agreement upon by the Parties.
b. Once during each year of the Term (with the initial year ending March 31, 2024), Contractor shall perform an annual sprinkler/standpipe inspection as detailed in this Agreement, in strict accordance with NFPA rules and regulations, and as mutually agreement upon by the Parties.
c. Eight times during each year of the Term (with the initial year ending March 31, 2024), Contractor shall perform a monthly sprinkler/standpipe inspection as detailed in this Agreement, in strict accordance with NFPA rules and regulations, and as mutually agreement upon by the Parties.
d. Once during each year of the Term (with the initial year ending March 31, 2024), Contractor shall perform an annual fire pump inspection as detailed in this Agreement, in strict accordance with NFPA rules and regulations, and as mutually agreement upon by the Parties.
e. Twice during each year of the Term (with the initial year ending March 31, 2024), Contractor shall perform a semi-annual FM200 suppression inspection as detailed in this Agreement, in strict accordance with NFPA rules and regulations, and as mutually agreement upon by the Parties.

The Parties shall mutually agree upon the time and date for Contractor or a subcontractor of Contractor to perform and complete any and all Services at the Stadium during the Term.

24 EXHIBIT B

CONTRACTOR COMPENSATION AND FEES
The Parties mutually agree that as consideration for the Services contained in this Agreement, Stadium Manager shall compensate Contractor upon the completion (and verification of the completion by Stadium Manager) of the Services contained in Exhibit A in accordance with the compensation terms specified below.

Type of Service Frequency

Year One

4/1/23 to 3/31/24
Year Two
4/1/24 to 3/31/25
Year Three
4/1/25 to 3/31/26
Monthly Inspection 8 times per year $2,030.00 per
inspection
$2,125.00 per
inspection
$2,215.00 per
inspection
Quarterly Inspection 3 times per year $2,007.00 per
inspection
$2,102.00 per
inspection
$2,200.00 per
inspection
Semi-Annual
Inspection 2 times per year $1,735.00 per
inspection
$1,782.00 per
inspection
$1,824.00 per
inspection
Annual Inspection 1 time per year $20,829.56
Included with 5
Year Inspection
Cost
$21,959.56
5-year Inspection
Tank
1 Time during
the Term in
2024
N/A
$2,985.00 N/A
5-year Inspection 1 time during the
Term in 2024 N/A $37,835.22 N/A
Replacement of
Gauges at 5-year
Test
1 time during the
Term in 2024 N/A $4,385.00 N/A
Hourly rate of
additional services
As requested by
Stadium
Manager
$225.00 per hour
straight time
$337.50 per hour
overtime
$230.00 per hour
straight time
$345 per hour
overtime
$235.00 per hour
straight time
$352.50 per hour
overtime
Total Not to Exceed Amount for Three Years: $228,000
Year One – 4/1/23 through 3/31/24 - $66,000 inclusive of cost for additional services as required.

Year Two – 4/1/24 through 3/31/25 - $92,000 inclusive of 5-year testing and cost for additional services.

Year Three – 4/1/25 through 3/31/26 - $70,000 inclusive of cost for additional services as required.

The pricing list above will govern all of services provided by Contractor to Stadium Manager during the Term. Any and all additional costs, including taxes, shipping, handling, and any subcontractor costs, shall be at Contractor’s sole expense and Contractor shall have no right to invoice Stadium Manager or any third-party for any additional costs incurred by Contractor in the performance of the Services under this Agreement.

25 EXHIBIT C

INSURANCE REQUIREMENTS
At all times during the term hereof, Contractor shall keep and maintain in full force and effect the following types of insurance coverage and/or bonds:

1. Commercial general liability insurance, including property damage, against liability for personal injury, bodily injury, death and damage to property occurring in or about the property in the amount of Two Million Dollars ($ 2,000,000) per occurrence and Four Million Dollars ($ 4,000,000) in the aggregate.

2. Automobile liability in the amount of One Million Dollars ($1,000,000) with respect to owned, hired and non-owned vehicles.

3. Workers compensation insurance, as required by applicable law. Contractor is directed to review and execute the “Contractor’s Certification Regarding Worker’s Compensation” attached hereto as Exhibit F and incorporated herein by this reference prior to Agreement execution.

4. E mployer’s liability in the amount of One Million Dollars ($1,000,000) each accident, One Million Dollars ($1,000,000) each employee, by disease, and One Million Dollars ($1,000,000) policy aggregate by disease.

5. Liability insurance covering claims arising out of errors and omissions by vendors rendering professional services, in the amount of One Million Dollars ($1,000,000) each occurrence including contractual liability coverage, with all coverage retroactive to the earlier of the date of agreement or commencement of Contractor’s services.

6. U mbrella or excess liability insurance in the amount of Two Million Dollars ($2, 000,000) providing excess coverage over general liability, auto liability, and employer’s liability specified above.

The above stated limits may be achieved by a combination of primary and excess/umbrella coverage. Any deductible or self -insured retention amounts are the sole responsibility of the Contractor. Contractor is responsible for insuring any equipment brought to Stadium. Stadium Manager shall have no liability for such equipment.

All insurance policies and bonds required to be maintained by Contractor shall be issued by insurers or sureties (as the case may be) reasonably satisfactory to client, authorized to do business in the state of California and having an AM Best rating and financial size category of A -/VII or better. All policies of the vendor shall be (i) primary and non-contributing with respect to any policies carried by client; (ii) with respect to liability insurance only, a provision including Stadium Manager, Santa Clara Stadium Authority, Forty Niners SC Stadium Company LLC and Forty Niners Football Company LLC as Additional Insured; (iii) a waiver by the insurer of any right to subrogate against Stadium Manager (iv) a severability of interest or endorsement; (v) a provision that the insurer will not cancel or change the coverage provided by such without giving the Stadium Manager thirty (30) days' prior written notice; and (vi) general liabilit y be an "occurrence form" policy. Any policy of insurance required to be carried by Contractor that names Stadium Manager as Additional Insured shall not be subject to a deductible or self -insured retention, it being the intent of the parties that such insurance shall fully and completely insure such additional insured entities for all loss or expense; if any such policy has a deductible or self-insured retention clause applicable to these operations, Contractor shall provide evidence that insurance carrier shall pay without regard to such deductible or self-insured retention.

26 EXHIBIT D

ETHICAL STANDARDS FOR CONTRACTORS SEEKING TO ENTER INTO AN AGREEMENT WITH

STADIUM MANAGER

Termination of Agreement for Certain Acts.

A. Stadium Manager may, at its sole discretion, terminate this Agreement in the event any one or more of the following occurs:

1. If a Contractor1 does any of the following:
a. Is convicted2 of operating a business in violation of any Applicable Law; b. Is convicted of a crime punishable as a felony involving dishonesty3; c. Is convicted of an offense involving dishonesty or is convicted of fraud or a criminal offense in connection with: (1) obtaining; (2) attempting to obtain; or, (3) performing a public contract or subcontract;
d. Is convicted of any offense which indicates a lack of business integrity or business honesty which seriously and directly affects the present responsibility of a Stadium Manager contractor or subcontractor; and/or,
e. Made (or makes) any false statement(s) or representat ion(s) with respect to this Agreement.

2. If fraudulent, criminal or other seriously improper conduct of any officer, director, shareholder, partner, employee or other individual associated with Contractor can be imputed to Contractor when the conduct occurred in connection with the individual’s performance of duties for or on behalf of Contractor, with Contractor’s knowledge, approval or acquiescence, Contractor’s acceptance of the benefits derived from the conduct shall be evidence of such knowledge, approval or acquiescence.

1 For purposes of this Agreement, the word “Consultant” (whether a person or a legal entity) also refers to “Contractor” and means any of the following: an owner or co -owner of a sole proprietorship; a person who controls or who has the power to control a business entity; a general partner of a partnership; a principal in a joint venture; or a primary corporate stockholder [i.e., a person who owns more than ten percent (10%) of the outstanding stock of a corporation] and who is active in the day to day operations of that corporation.

2 For purposes of this Agreement, the words “convicted” or “conviction” mean a judgment or conviction of a criminal offense by any court of competent jurisdiction, whether entered upon a verdict or a plea, and includes a conviction entered upon a plea of nolo contendere within the past five (5) years.

3 As used herein, “dishonesty” includes, but is not limited to, embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, failure to pay tax obligations, receiving stolen property, collusion or conspiracy.

27 B. Stadium Manager may also terminate this Agreement in the event any one or more of the following occurs:

1. Stadium Manager determines that Contractor no longer has the financial capability 4 or business experience5 to perform the terms of, or operate under, this Agreement; or

2. If Stadium Manager determines that Contractor fails to submit information, or submits false information, which is required to perform or be awarded a contract with Stadium Manager, including, but not limited to, Contractor’s failure to maintain a required State-issued license, failure to obtain a Stadium Manager business license (if applicable), or failure to purchase and maintain bonds and/or insurance policies required under this Agreement.

C. In the event a prospective Contractor (or bidder) is ruled ineligible (debarred) to participate in a contract award process or a contract is terminated pursuant to these provisions, Contractor may appeal the action to the Authority by filing a written request with the Authority Secretary within ten (10) days of the notice given by Stadium Manager to have the matter heard. The matter will be heard within thirty (30) days of the filing of the appeal request with the Authority Secretary.

Contractor will have the burden of proof on the appeal. Contractor shall have the opportunity to present evidence, both oral and documentary, and argument.

4 Contractor becomes insolvent, transfers assets in fraud of creditors, makes an assignment for the benefit of creditors, files a petition under any section or chapter of the federal Bankruptcy Code (11 U.S.C.), as amended, or under any similar law or statute of the United States or any state thereof, is adjudged bankrupt or insolvent in proceedings under such laws, or a receiver or trustee is appointed for all or substantially all of the assets of Contractor.

5 Loss of personnel deemed essential by Stadium Manager for the successful performance of the obligations of Contractor to Stadium Manager.

EXHIBIT E

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

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

Contractor hereby certifies that it is aware of the registration requirements set forth in Labor Code Sections 1725.5 and 1771.1 and is currently registered as a contractor with the Department of Industrial Relations. 6 Name of Contractor:

DIR Registration Number:

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

Name of Contractor
Signature
Name and Title
Dated

6 If the Agreement is exempt from the contractor registration requirements pursuant to the small project exemption under Labor Code Sections 1725.5 and 1771.1, please mark “Yes” in response to “Small Project Exemption.”

EXHIBIT F
CONTRACTOR’S CERTIFICATION REGARDING WORKER’S COMPENSATION I, the undersigned Contractor, am aware of the provisions of Section 3700 et seq. of the California Labor Code, which require every employer to be insured against liability for Worker’s Compensation or to undertake self-insurance in accordance with the provisions of the Code, and I, the undersigned Contractor, agree to and will comply with such provisions before commencing the performance of the Services on this Agreement.

Name of Contractor:

By: _________________________
Signature

_________________________
Name (Print)

_________________________
Title (Print)

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-309 Agenda Date: 3/21/2023

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Report from Stadium Authority for Action Regarding Stadium Manager’s Request to Execute Agreement with ADT Commercial for Fire Sprinkler Testing, Inspection, and Maintenance Services at Levi’s Stadium

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

BACKGROUND
On October 8, 2019, the City Council approved Ordinance No. 2005 amending Chapter 17.30 (Stadium Authority Procurement Policy) of the Santa Clara City Code, which rescinded the delegation to the Executive Director to enter into agreements without prior Stadium Authority Board (Board) approval. As a result of Ordinance No. 2005, the Stadium Manager is also required to request Board approval before entering into agreements on behalf of the Stadium Authority. As of the effective date of the Ordinance (November 8, 2019), all Stadium Authority agreements for services, supplies, materials, and equipment require the approval of the Stadium Authority Board.

As the Stadium Manager, Forty Niners Stadium Management Company, LLC, is responsible for maintaining “the Stadium in the Required Condition and operate the Stadium as a quality NFL and multi-purpose public sports, public assembly, exhibit and entertainment facility” as required by the Stadium Management Agreement between the Stadium Authority, Stadium Manager, and Forty Niners SC Stadium Company, LLC (StadCo).

The Stadium Manager is requesting approval to execute an agreement with ADT Commercial to provide fire sprinkler testing, inspection, and maintenance services for a three-year period beginning April 1, 2023 through March 31, 2026, with the option to extend the agreement for two additional one- year periods, in an amount not to exceed $66,000 for the first contract year, $92,000 for the second contract year (includes a 5-year testing), and $70,000 for the third contract year for a total not to exceed amount of $228,000 over the three-year period.

DISCUSSION
Stadium Authority staff reviewed the Stadium Manager’s Recommendation for Award memo (attached to corresponding report #23-308) and supporting documents for consistency against the Stadium Authority Procurement Policy and Santa Clara City Code Chapter 2.105.140(c) (Competitive requirements for purchases - Formal requests for quotes for agreements greater than $15,000 and up to $250,000). The Stadium Manger’s Request for Proposals (RFP) received three proposals and the Stadium Manger is recommending award to the highest ranked proposer offering the best value (ADT Commercial).

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23-309 Agenda Date: 3/21/2023
Based on the documentation, staff recommends approval of the Stadium Manager’s request to execute an agreement with ADT Commercial to provide fire sprinkler testing, inspection, and maintenance services for a three-year period beginning April 1, 2023 through March 31, 2026, in an amount not to exceed $66,000 for the first year, $92,000 for the second contract year, and $70,000 for the third contract year for a total not to exceed amount of $228,000 over the three-year period.

Staff recommends delegating authority to the Executive Director to approve the Stadium Manager’s exercise of the option to extend with the same basic terms and conditions for additional two one-year periods, if the associated costs have been approved by the Board in the Stadium Authority Budget.

The Stadium Authority Counsel’s Office has reviewed the requested agreement for comparison to the Stadium Authority’s customary language. While there are some differences in the language, including portions covering compliance with laws such as prevailing wage and conflict of interest, the agreement submitted here for approval contains the necessary language which identifies these legal obligations to the vendor. The vendor expressly agrees to adhere to such obligations upon its execution of the agreement. Nothing in the proposed agreement changes the Stadium Authority’s rights under the Management Agreement and specifically with respect to any dispute that may arise from the Stadium Manager’s obligations under the Management Agreement.

In addition, per Paragraph 4(b) of the Settlement Agreement, the Stadium Authority reserves all rights to confirm and dispute charges by and payments to the Stadium Manager during a fiscal year-end reconciliation/true-up, including but not limited to changes based on improper allocation, calculation, lack of support, or failure to comply with the Parties’ contracts or California law. The Stadium Authority may raise related questions before the fiscal year-end reconciliation/true-up, which the Stadium Manager agrees to assess and respond to in good faith.

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

FISCAL IMPACT
The Stadium Authority Fiscal Year (FY) 2023/24 Budget contains Shared Stadium Manager Expenses (Shared Expenses) such as Security, Stadium Operations, Engineering, Guest Services, and Groundskeeping. Shared Expenses are split between the Stadium Authority and Forty Niners SC Stadium Company LLC (StadCo) per the Stadium Management Agreement between Stadium Authority, Stadium Manager, and StadCo.

There are sufficient funds in the FY 2023/24 Shared Expenses Engineering line item to cover the agreement cost for the first year (up to $66,000, of which the Stadium Authority is responsible for up to $33,000). Since the renewal term extends beyond a single fiscal year, the term for subsequent fiscal years is conditioned upon approval of the Stadium Authority budget for the applicable fiscal year that includes the amounts due under the agreement as required under Santa Clara City Code Section 17.30.100.

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23-309 Agenda Date: 3/21/2023

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

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

RECOMMENDATION

1. Approve the Stadium Manager’s request to execute an agreement with ADT Commercial to provide fire sprinkler testing, inspection, and maintenance services at Levi’s Stadium for a three-year period beginning April 1, 2023 through March 31, 2026, in an amount not exceed $66,000 for the first contract year, $92,000 for the second contract year, and $70,000 for the third contract year for a total not to exceed amount of $228,000 over the three-year period, subject to budget appropriations; and

2. Authorize the Executive Director to approve the Stadium Manager’s exercise of the option to extend the agreement with the same basic terms and conditions for two additional one-year periods, subject to budget appropriations.

Reviewed by: Christine Jung, Assistant to the Executive Director Approved by: Office of the Executive Director
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-352 Agenda Date: 3/21/2023

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Request from the Stadium Manager to Execute Agreement with Convergint Technologies for Fire Alarm Testing, Inspection, Maintenance, and Related Services at Levi’s Stadium

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

DISCUSSION
On February 28, 2023, the Stadium Manager submitted a Recommendation for Award memo and supporting documents to request approval to execute an agreement with Convergint Technologies to provide fire alarm testing, inspection, maintenance, and related services for a three-year period beginning April 1, 2023 through March 31, 2026, with the option to extend the agreement for two additional one-year periods subject to the prior approval of the Stadium Authority, in an amount not to exceed $120,000 for the first contract year, $123,000 for the second contract year, and $127,000 for the third contract year for a total not to exceed $370,000 over the three-year period. Since the renewal term extends beyond a single fiscal year, the term for subsequent fiscal years is conditioned upon approval of the Stadium Authority budget for the applicable fiscal year that includes the amounts due under the agreement as required under Santa Clara City Code Section 17.30.100.

ATTACHMENTS

1. Stadium Manager’s Recommendation for Award Memo

2. Draft Agreement with Convergint Technologies
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1 Date: February 28, 2023

To: Executive Director
Santa Clara Stadium Authority

From: Jenti Vandertuig
Procurement Director

CC: Jim Mercurio
Executive Vice President and General Manager

Subject: Recommendation for Award for Fire Alarm Testing, Inspection, Maintenance and Related Services at Levi’s Stadium

Recommendation
Recommend approval and award an agreement to Convergint Technologies to provide fire alarm testing, inspection, maintenance and related services at Levi’s Stadium for a three-year period, to commence on April 1, 2023 and expire on March 31, 2026, with an option to extend the agreement for two additional one year periods. The amount of the agreement shall not exceed $120,000 for the first year of the contract. Total compensation, in the aggregate, shall not exceed $370,000 over the three-year period. The term for subsequent fiscal years shall be conditioned upon approval of the Santa Clara Stadium Authority (SCSA) budget for the applicable fiscal year that includes the amounts due under this contract.

RFP Process
Forty Niners Stadium Management Company LLC (Stadium Manager) provides management services for Levi’s Stadium (Stadium) on a continual, year around basis, including overseeing the day-to-day operations and maintenance of the Stadium. Fire alarm testing, inspection and maintenance services on all fire extinguishing systems is required through a third party to ensure that all testing, inspection and maintenance for the fire alarms at the Stadium are completed in accordance with the standards set forth by the National Fire Protection Association and California Fire Code.

On January 9, 2023, Stadium Manager issued Request for Proposals (RFP) to select qualified firms for fire sprinkler testing, inspection and maintenance services at Levi’s Stadium. Stadium Manager published the RFP on Bonfire Interactive, Stadium Manager’s eProcurement portal https://49ers.bonfirehub.com/portal/. In addition to inviting a list of firms on our established supplier list, we also selected suppliers registered on the portal with specific commodity codes offering such services. Addendum #1 was issued on January 12, 2023 to update the requirements. The RFP closed on January 26, 2023 at 3:00 p.m. (PT).

STADIUM

FORTY NINERS STADIUM MANAGEMENT COMPANY
2 Three proposals were received from the following firms on or before the RFP due date and time:

1. Convergint Technologies

2. Integrated Communication Systems (ICS)

3. Sabah International

Evaluation Criteria & Maximum Points Convergint ICS Sabah Proposal Responsiveness Pass Pass Pass
Experience (35%) 30% 35% 28%
Technical and Service Capability (35) 28% 35% 28%
Cost (30%) 30% 8% 14%
Total 88% 78% 70%

Pursuant to the initial evaluation, Stadium Manager determined that the only way the contractor could perform the testing, inspection and maintenance services on the Ansul hood systems, which is one of the items on the fire alarm system devices, was to contract with a third party vendor to perform the testing, inspection and maintenance, while the fire alarm testing and maintenance contractor would only ensure that the relay was working so that if the Ansul system was to encage that it would properly trigger the fire alarm system. Upon further review, it was determined to be in our best interest to engage one contractor to complete the work.

Therefore, on February 24, 2023, Stadium Manager requested all respondents to provide a proposal to test, inspect and maintain the Ansul hood system referenced in the RFP. Pursuant to the updated information, Stadium Manager requested a best and final offer from the top rated proposer to obtain final pricing.

Notice of Intended Award
A notice of intended award (NOIA) was issued on February 28, 2023, announcing Stadium Manager’s recommended firm. The RFP process includes a seven-day protest period, which commenced with the issuance of the NOIA.

3 Submission of Post-Award Submittals
Once Stadium Manager receives approval from the SCSA Board, the agreement will be executed by both parties and a copy forwarded to the Board. Supporting documentation has been provided for review and approval.

Budget
The breakdown of costs are as follows for the three year period:

Total not to exceed amount for three years: $370,000
Year One – 4/1/23 through 3/31/24 - $120,000
Year Two – 4/1/24 through 3/31/25 - $123,000
Year Three – 4/1/25 through 3/31/26 - $127,000

The cost for this service is covered in the FY23/24 SCSA Budget, Engineering Department budget, as a shared expense.

Submitted By: __________________________________ Date: ___________________ Jenti Vandertuig, Procurement Director

~
DocuSigned by:
~v~
A4B5666 F5BF147D ...
1 LEVI’S STADIUM GENERAL SERVICES AGREEMENT

BY AND BETWEEN

STADIUM MANAGER
AND

CONVERGINT TECHNOLOGIES
This Agreement for the Performance of Services (“Agreement”) is made and entered into on April 1, 2023 (“Effective Date”) by and between CONVERGINT TECHNOLOGIES, a California corporation with its principal place of business at [insert address] (“Contractor”), and the FORTY NINERS STADIUM MANAGEMENT COMPANY LLC, a Delaware limited liability company (“Stadium Manager”), with its principal place of business at 4900 Marie P. DeBartolo Way, Santa Clara, CA 95054. Stadium Manager and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. Th
e CITY OF SANTA CLARA, a municipal corporation (“City”) and the SANTA CLARA STADIUM AUTHORITY, a joint exercise of powers entity, created through Government Code sections 6500 et seq. (the “Authority”), are parties to that certain Ground Lease dated March 28, 2012, as amended by that certain First Amendment to Ground Lease (Stadium Site) (as the same may be further amended from time to time, the “Ground Lease”), pursuant to which the Authority leases certain real property from the City upon which the Authority has developed and constructed a multi-purpose stadium (the “Stadium”).

E. Pursuant to the Stadium Management Agreement, the Stadium Manager is required to maintain and operate the Stadium and areas surrounding the Stadium, and, accordingly, desires to secure the general services generally consisting of [insert type of general service] as more fully - -
2 described in Exhibit A, entitled “Scope of Services” (the “Services”), attached hereto and incorporated herein by this reference.

G. In accordance with the Stadium Management Agreement, the Stadium Manager is authorized to enter into this Agreement on behalf of the Authority and StadCo to engage Contractor to provide the Services. The Stadium Manager and Contractor desire to enter into this Agreement whereby Contractor will perform the Services subject to the terms and conditions of this Agreement, the Ground Lease, the Stadium Lease and the Stadium Management Agreement.

TERMS

1. DEFINITIONS.

C. Default Rate: shall mean a rate per annum equal to the lesser of (i) fifteen percent (15.0%) and (ii) the maximum non-usurious rate permitted by applicable law.

If this Agreement expires or terminates on a date other than March 31 of a particular year, there shall be a partial last Fiscal Year ending on the date of such termination.

E. Hazardous Substance: shall mean, as of any date: (a) any petroleum or petroleum products, flammable explosives, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, and transformers or other equipment that contain dielectric fluid containing polychlorinated biphenyls (PCBs); (b) any chemicals or other materials or substances which as of such date are defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” “contaminants,” “infectious wastes,” “pollutants” or words of similar import under any environmental law; and (c) any other chemical or other material or substance, 3 exposure to which or use of which as of such date is prohibited, limited or regulated under any environmental law.

F. Person: shall mean any individual, corporation, partnership, limited liability company, association, trust or other entity whatsoever.

2. EMPLOYMENT OF CONTRACTOR.

Stadium Manager hereby employs Contractor to perform the Services. Stadium Manager shall pay for all such Services which are consistent with the terms of this Agreement.

3. SERVICES TO BE PROVIDED.

A. The Recitals above and all of the exhibits and schedules referenced in this Agreement are attached and are incorporated herein by this reference.

G. Notwithstanding the foregoing, and subject to any restrictions imposed by the Authority, including pursuant to the Stadium Lease and Stadium Management Agreement, the Stadium Manager and its designated agents reserve the right of access to all areas that Contractor is permitted to access, use and occupy hereunder for purposes of operating, inspecting, maintaining and repairing the Stadium (and all improvements therein or thereon) and for the purpose of determining whether the terms, covenants and conditions contained in this Agreement are being fully and faithfully observed and performed by --
4 Contractor. Use of any space or property that Contractor is permitted to access, use and occupy hereunder for purposes other than the operations to be conducted under this Agreement, without prior written approval of Stadium Manager in its sole discretion, is prohibited. Contractor shall not interfere with any other contractor, licensee or employee of the Authority, Stadium Manager or any other person working at the Stadium.

4. COMMENCEMENT OF SERVICES.

Contractor shall begin providing the Services on the Effective Date. Contractor shall provide the Services as described in Exhibit A and shall complete all Services during the Term consistent with any milestones specified in this Agreement. The Parties may adjust any performance milestones, service schedules or commencement dates by mutual written agreement.

5. QUALIFICATIONS OF CONTRACTOR – STANDARD OF WORKMANSHIP.

6. TERM OF AGREEMENT.

7. WARRANTY.

8. PERFORMANCE OF SERVICES.

A. Contractor shall perform all Services in an efficient and expeditious manner and shall work closely with and be guided by Stadium Manager. Contractor shall be as fully responsible to Stadium Manager for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as Contractor is for the acts and omissions of 5 persons directly employed by it. Contractor will perform all Services in a safe manner and in accordance with all Applicable Laws and safety regulations, the policies and procedures issued by the Stadium Manager relating to the Services, the general operating procedures of the Authority, and any and all other applicable rules, regulations, policies and directives established or implemented by the Authority and/or Stadium Manager, the designees of either of them, or the NFL, from time to time, including scheduling rules, regulations and policies, related to the use or operation of the Stadium (collectively, “Stadium Policies”).

The term “Applicable Laws” as used in this Agreement shall mean any statute, law, treaty, rule, code, ordinance, regulation, permit, interpretation, certificate or order, whether now or hereafter existing, of any Governmental Authority, or any judgment, decision, decree, injunction, writ, order or like action of any court, arbitrator or other Governmental Authority, whether now or hereafter existing. The term “Governmental Authority” as used in this Agreement shall mean any federal, state, local or foreign governmental entity, authority or agency, court, tribunal, regulatory commission or other body, whether legislative, judicial or executive (or a combination or permutation thereof), and any arbitrator to whom a dispute has been presented under Applicable Laws or by agreement of the Parties with an interest in such dispute.

E. In the event that Contractor fails to obtain or maintain in full force and effect any material license or permit necessary for the performance of the Services, including upon a suspension applicable to an Event or revocation thereof, (a) Stadium Manager shall have the right (but no obligation) to perform or have another Person perform the applicable obligation without compensation to Contractor and, whether or not Stadium Manager exercises that right or its termination rights, Contractor shall be responsible to Stadium Manager for the loss of income and all other damages, including consequential and special damages, suffered by Stadium Manager as the result of Contractor’s breach of this Agreement, including any loss of income; and (b) Contractor shall be considered in material 6 breach of this Agreement, and Stadium Manager may, in addition to any other rights or remedies it may have, immediately terminate this Agreement.

F. Contractor shall comply in all respects with the Santa Clara Business and Commercial Recycling Program, as the same shall be amended from time to time, and shall, in partnership with Stadium Manager, prepare and implement a plan (the “Waste Reduction and Recycling Plan”) that targets 100% diversion of solid waste from all Events, including composting or other diversion of compostable organics. Contractor shall train its employees in the methods and objectives of the Waste Reduction and Recycling Plan and shall direct and cause its employees to not dispose of or discharge recyclables, compostables, waste, garbage, refuse or Hazardous Substances in any area in or outside the Stadium other than in areas specifically designated therefor. Contractor shall be responsible for expeditiously collecting, separating, recycling, bagging and delivering recyclables, compostables, trash and garbage generated within the Stadium Complex, and Contractor shall cause its employees to deposit such recyclables, compostables, trash and garbage in appropriate containers or equipment in the locations specified by Stadium Manager, whereupon Stadium Manager shall be responsible for the further delivery and ultimate disposal of such recyclables, compostables, trash and garbage. In addition, Contractor shall separat e, compact and recycle the trash generated by Events on non- Event days. Contractor shall take all action necessary to: (i) ensure that all such recyclables, compostables, trash and garbage are placed in bags and/or the appropriate receptacles or other containers (which receptacles and containers shall be provided by Contractor) that are durable for transport and not easily susceptible to breakage or leakage, (ii) notify Stadium Manager when the centralized Stadium recyclable, compostable and garbage receptacles are full and need to be emptied, (iii) prevent recyclables, compostables and trash from piling up around the outside of the receptacles and from using the Stadium receptacles in lieu of transferring the recyclables, compostables and trash to the required locations as described herein and (iv) ensure that recyclables, compostables and trash do not spill out prior to or during transport. Contractor agrees to and is fully committed to participating in the separation and recycling of refuse in the Stadium and to minimize the amount of non- recyclable and non-compostable refuse to be removed from the Stadium. All recyclable, compostable, trash and garbage receptacles within the areas controlled by Contractor shall be provided by Contractor and shall be cleaned and sanitized by Contractor in accordance with the standards reasonably set from time to time by the Authority and/or Stadium Manager, to ensure a consistently high standard of sanitation meeting or exceeding the standards set by the Santa Clara County Public Health Department and/or the City. Contractor will comply with all federal, state and local recycling and composting requirements and such recycling and composting programs implemented from time to time by the Authority and/or Stadium Manager and all rules and regulations applicable to the Stadium’s adherence to, and/or certification by, the Leadership in Energy and Environmental Design (LEED) Green Building Rating System. Contractor shall indemnify Stadium Manager and make Stadium Manager whole for any out of pocket costs incurred by Stadium Manager which are solely attributable to any negligence or intentional act or omission of Contractor or any of its employees with respect to the recycling or trash removal program, including the expense of r eturned or rejected recyclable, compostable and trash removals due to mixing or contaminating the trash flow in violation of Applicable Laws or specific directives provided to Contractor in writing as part of the Stadium’s sustainability and recycling, composting or trash removal programs. Stadium Manager will determine the type, appearance and location of the recyclable, compostable and trash receptacles.

G. Contractor agrees not to use Hazardous Substances at the Stadium, except in accordance with Applicable Laws, and agrees to indemnify, defend, and hold the Indemnified Parties harmless for all Losses (as defined in Section 23.A below) arising out of its use, generation or storage of Hazardous Substances at the Stadium. ---
7 H. Contractors acknowledges and agrees that Services performed under this Agreement shall not create any right of lien for Contractor at the Stadium, which is a publicly owned building.

I. If required by Applicable Laws, Contractor shall file a payment bond for one hundred percent of the total amount payable hereunder with and approved by Stadium Manager.

9. MONITORING OF SERVICES.

10. CORRECTION OF SERVICES.

11. RESPONSIBILITY OF CONTRACTOR.

B. Any acce ptance by Stadium Manager of plans, specifications, construction contract documents, reports, diagrams, maps, and other material prepared by Contractor shall not in any respect absolve Contractor from the responsibility Contractor has in accordance with customary standards of good professional practice in compliance with Applicable Laws.

D. Personnel.

i. Contractor shall hire, employ, train, supervise and discipline any and all persons necessary to provide the Services in accordance with the terms of this Agreement 8 and shall use its best efforts to ensure that its employees continually practice the high standards of safety, courtesy and service customarily followed in the conduct of a first-class operation. Contractor shall use its best efforts to select qualified, competent and trustworthy employees. Any and all persons who furnish services under this Agreement, whether or not employed by Contractor prior to the Effective Date, are exclusively employees, subcontractors and/or non-affiliated third parties employed by Contractor and are not employees of the Authority, the City, StadCo or Stadium Manager. Such persons furnishing services under this Agreement shall be subject to appearance standards mutually acceptable to the parties hereto and as permitted by Applicable Laws, and shall wear, at all times while working at the Stadium, neat and clean uniforms provided by Contractor and approved by Stadium Manager. Such uniforms shall bear such lettering and insignia (including the name and logo of the Stadium, the Stadium naming rights sponsor, if required, and the location of the employee's assignment (e.g., a Club or Suite area)) as Stadium Manager may require and shall be of a design reasonably satisfactory to Stadium Manager. Contractor shall cause its employees to conduct themselves in a professional and courteous manner, and not to unreasonably disturb or interfere with Events. Contractor shall at all times maintain accurate records of the names, addresses, employment history and other legal identification of those to whom Contractor issues employee badges, uniforms or other identifying items to ensure the proper identification and legal working status of Contractor's employees at the Stadium. Contractor shall conduct such background and other security screening checks on its employees as Stadium Manager shall reasonably request from time to time and shall not knowingly hire any person who has been previously terminated by the Authority, StadCo, Stadium Manager or any of their respective Affiliates or co ntractors. Upon Stadium Manager's request, and so long as any such action shall not be contrary to law, Contractor shall immediately remove from the Stadium any employee, agent, contractor or invitee of Contractor and permanently revoke such person's access credentials.
ii. Intentionally Left Blank.
iii. Contractor shall conduct regularly scheduled employee training programs appropriate to the Services provided, including any programs specifically requested by Stadium Manager, for all of its employees working in the Stadium (the “Employee Training Programs”). The Employee Training Programs will be mandatory for all employees, agents and any subcontractors of Contractor and, at a minimum, will include customer service, guest interaction, security procedures and specific job skills training, and will be conducted in such frequency as may be approved or directed by Stadium Manager. Contractor shall cause all Employee Training Programs to be periodically reviewed (no less frequently than annually) and updated to the extent necessary to maintain the standard of service requested by Stadium Manager. All employees of Contractor shall also be required to attend such policy and procedures training sessions as may be held by the Stadium Manager, as well as the Stadium orientation tour and training conducted by the Stadium Manager. Contractor shall not permit any employee, agent or subcontractor to work at an Event prior to his or her completion of the prescribed training sessions and Employee Training Programs.
iv. Contractor shall promptly notify Stadium Manager upon voluntary or involuntary termination of employment of its employees or contractors and ensure that each such terminated individual is denied further access to the Stadium. In no event shall the Authority, the City, StadCo or Stadium Manager be liable, and Contractor shall indemnify, protect, and hold the Authority, the City, StadCo and Stadium Manager harmless, for Contractor's record keeping (or lack of record keeping), including the legal identification and working status of Contractor's employees and 9 subcontractors, or for any other matters relating to Contractor's employees or subcontractors.

12. COMPENSATION AND PAYMENT.

A. In consideration for Contractor’s performance of the Services in accordance with the requirements of this Agreement, Stadium Manager shall pay Contractor for all materials provided and services rendered by Contractor in the amount(s) set forth in Exhibit B , entitled “Contractor Compensation and Fees.”
B. Contractor will invoice Stadium Manager for fees as set forth in Exhibit B , subject to verification by Stadium Manager. Except as otherwise expressly provided in Exhibit B, Stadium Manager will pay Contractor within thirty (30) days of Stadium Manager’s receipt of a valid invoice.

13. TERMINATION OF AGREEMENT.

A. In addition to any other rights or remedies Stadium Manager may have, Stadium Manager may terminate this Agreement by written notice to Contractor if: (i) Contractor fails to correct to the reasonable satisfaction of Stadium Manager any condition created or controlled by Contractor that, in Stadium Manager’s reasonable judgment, poses a hazardous condition to occupants of the Stadium Complex, any of the Related Facilities (e.g., offsite parking areas), or any portion thereof, within twenty- four (24) hours after receipt of written notice from Stadium Manager; (ii) Contractor fails to perform any material obligation under this Agreement and such failure continues unremedied for a period of ten (10) days after receipt of written notice from Manager of the particular failure to perform (or thirty (30) days in the case that a remedy has commenced but cannot reasonably be accomplished in ten days); (iii) Contractor is placed into bankruptcy either voluntarily or involuntarily (and such involuntary proceeding i s not dismissed within sixty (60) days), becomes financially insolvent, takes the benefit of any present or future insolvency statute, makes a general assignment for the benefit of creditors, or consents to the appointment of a receiver, trustee, or liquidator of all or substantially all of its property; (iv) Contractor transfers or permits a transfer of this Agreement in violation of Section 14; (v) Contractor fails to obtain and/or maintain required licenses and permits under Section 8.D; or (vi) Contractor fails to work cooperatively and in good faith with the Authority, Stadium Manager, any of their respective Affiliates or any of subcontractors of any of the foregoing.

Contractor and Stadium Manager acknowledge and agree that termination of this Agreement by Stadium Manager pursuant to this Section shall be “for cause.” B. Upon the termination or expiration of this Agreement, (1) C ontractor shall immediately
surrender possession of the Related Facilities, if any (including any and all leasehold and other improvements therein), uniforms, equipment (and related manuals and software) to Stadium Manager, (2) Contractor shall immediately assign to Stadium Manager or its designee(s) all right, title and interest of Contractor in and to all items purchased by Contractor in connection with the Services (including uniforms and equipment), (3) Contractor shall make all payments required to be made by Contractor under this Agreement, (4) to the extent permitted by Applicable Laws, Contractor shall immediately surrender possession of and assign to Stadium Manager all permits and licenses acquired by Contractor in compliance with this Agreement and any Applicable Laws, and (5) all matters, rights and liabilities existing on the date of termination between the parties hereto shall be determined as of such termination date (except as described above), and discharged as promptly as possible thereafter, including any known claims for damages either party may have against the other for breach of the terms and conditions hereof. Any such surrender shall require delivery of possession in good condition, reasonable and ordinary wear and tear excepted and otherwise in compliance with the terms of this Agreement. Notwithstanding any termination or expiration of this Agreement, all liabilities and obligations of the parties will survive until they are fully satisfied. 10 C. If the Stadium is destroyed or otherwise rendered unusable for more than thirty (30) days for any reason (a “Casualty Event”), Stadium Manager shall give Contractor a notice within ninety (90) days after the Casualty Event stating that whether the Authority intends to rebuild or restore the Stadium. If the notice states that the Authority will not rebuild or restore the Stadium, this Agreement shall be terminated. If the notice states that the Authority intends to rebuild or restore the Stadium, the Parties’ obligations hereunder shall be abated during that period. If such notice states that the Authority reasonably believes that it will take longer than two (2) years to restore or rebuild the Stadium or, if a shorter amount of time, such amount of time is longer than the remainder of the Term, either party shall have the option of terminating this Agreement by written notice to the other at any time within one hundred and eighty (180) days after Stadium Manager gives such notice, and such termination shall be effective one hundred twenty (120) days after the other party’s receipt of such notice. Contractor shall not be entitled to any monetary or other damages or compensation from Stadium Manager in the event of a Casualty Event.

14. NO ASSIGNMENT OR SUBCONTRACTING OF AGREEMENT.

B. Stadium Manager may sell, assign, pledge and otherwise transfer or encumber (each, a “transfer”) this Agreement and any or all of its rights and obligations hereunder to any other Person, including any source of or guarantor or insurer of financing or any trustee, collateral agent or other Person appointed in connection with such financing (each, a “Manager Assignee”), whether by security agreement, collateral assignment, transfer or otherwise; provided, that such transfer shall not relieve Stadium Manager of its obligations under this Agreement unless such Manager Assignee assumes in writing Stadium Manager’s obligations under this Agreement. Upon reasonable prior notice from Stadium Manager, Contractor shall make any payments due hereunder to such Manager Assignee and shall execute and deliver any documents that Stadium Manager or any Manager Assignee may reasonably request to acknowledge and confirm that upon any such transfer, this Agreement will remain in full force and effect, will continue to be a legal, valid and binding obligation of Contractor enforceable in accordance with its terms (subject to applicable bankruptcy or insolvency laws and general principles of equity), and that (to the extent accurate and correct) neither Contractor, nor to Contractor’s knowledge, Stadium Manager is in material breach or violation of this Agreement.

C. Contractor acknowledges and agrees that, in the event the Stadium Management Agreement is terminated for any reason, the Authority and StadCo shall, in accordance with the Stadium Lease, employ a replacement manager for the Stadium, who shall, following the effective date of such employment, constitute the “Stadium Manager” for all purposes under this Agreement, provided, however, that for any period of time before a replacement manager is appointed, this Agreement may be assigned to the Authority or StadCo as deemed appropriate in the Stadium Manager’s sole discretion. 11 15. NO THIRD-PARTY BENEFICIARY.

16. INDEPENDENT CONTRACTOR.

Contractor and all person(s) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of Stadium Manager, the Authority or StadCo. Contractor has full rights, however, to manage its employees in their performance of Services under this Agreement. All liabilities that may arise as a result of Contractor's status as an employer shall be borne exclusively by Contractor, including liability relating to payments required to be made under, and documents to be filed with respect to, the Federal Insurance Contribution Act and the Federal Unemployment Tax Act or any similar federal, state, city or local legislation or other Applicable Laws. Contractor is not authorized to bind Stadium Manager, the Authority or StadCo to any contracts or other obligations.

17. NO PLEDGING OF STADIUM MANAGER’S CREDIT.

18. CONFIDENTIALITY OF MATERIAL.

19. NO USE OF STADIUM MANAGER NAME OR EMBLEM.

20. OWNERSHIP OF MATERIAL.

All material, including information developed on computer(s), which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports, and other material developed, collected, prepared, or caused to be prepared under this Agreement shall be the property of Stadium Manager, but Contractor may retain and use copies thereof. Stadium Manager shall not be limited in any way or at any time in its use of said material. However, Contractor shall not be responsible 12 for damages resulting from the use of said material for work other than the Services, including, but not limited to, the release of this material to third parties.

21. RIGHT OF STADIUM MANAGER TO INSPECT RECORDS OF CONTRACTOR.

Stadium Manager, through its authorized employees, representatives, or agents shall have the right during the term of this Agreement and for three (3) years from the date of final payment for Services, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation under this Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to Stadium Manager. Any expenses not so recorded shall be disallowed by Stadium Manager.

22. FAIR EMPLOYMENT.

23. HOLD HARMLESS/INDEMNIFICATION.

B. If any claim, demand, action or proceeding is made or commenced by any third party (a “Third Party Claims ”) against any Indemnified Party, the Indemnified Party shall give Contractor prompt notice thereof; the failure to give such notice shall not affect the liability of Contractor under this Agreement except to the extent the failure materially and adversely affects the ability of Contractor to defend the Third Party Claim. Contractor shall have the right to assume the defense and resolution of the Third Party Claim, provided that (i) the Indemnified Party shall have the right to participate in the defense of the Third Party Claim at its own expense through counsel of its choice (control of the defense will remain with Contractor), (ii) Contractor shall not consent to the entry of any judgment or enter into any settlement that would require any act or forbearance on the part of the Indemnified Party or which does not unconditionally release the Indemnified Party from all liability in respect of the Third Party Claim or would otherw ise bring dishonor or disrepute upon Authority, Stadium Manager, any of their respective Affiliates, without the prior written consent of the Indemnified Party, and (iii) the Indemnified Party may undertake the defense of the Third Party Claim, at Contractor’s expense, if Contractor fails to (A) assume the defense within ten (10) business days after notice from the Indemnified Party or (B) diligently prosecute the defense.
13 24. INSURANCE REQUIREMENTS.

25. AMENDMENTS.

This Agreement may be amended only with the written consent of both Parties.

26. INTEGRATED DOCUMENT.

27. SEVERABILITY CLAUSE.

29. NO TICES.

All notices to the Parties shall, unless otherwise requested in writing, be sent to Stadium Manager addressed as follows:

Attention: Jim Mercurio, Vice President
Address: Forty Niners Stadium Management Company LLC
4900 Marie DeBartolo Way
Santa Clara, CA 95054

With a copy to: Legal Affairs
Forty Niners Stadium Management Company LLC
4949 Marie P. DeBartolo Way
Santa Clara, CA 95054

And to Contractor as follows:

30. CAPTIONS.

The captions of the various sections, paragraphs, and subparagraphs of this Agreement are for convenience only and shall not be considered or referred to in resolving questions of interpretation.

31. LAW GOVERNING CONTRACT AND VENUE.

32. DISPUTE RESOLUTION.

C. The costs of mediation shall be borne by the Parties equally.

33. COMPLIANCE WITH ETHICAL STANDARDS.

By executing this Agreement, Contractor promises and agrees that it and all of its memb ers, officers, employees, agents, subcontractors and authorized representatives will comply with the “Ethical Standards for Contractors Seeking to Enter into an Agreement with Stadium Manager” attached hereto as Exhibit D and incorporated herein by this reference.

34. CONFLICT OF INTERESTS.

35. LABOR COMPLIANCE REQUIREMENTS.

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

D. Contractor and each subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by him or her in connection with the public work. The payroll records shall be certified and shall be available for inspection at all reasonable hours at the principal office of Contractor in the manner provided in Labor Code Section 1776. In the event of noncompliance with the requirements of this Section, Contractor shall have 10 days in which to comply subsequent to receipt of written notice specifying in what respects such Contractor must comply with this Section. Should noncompliance still be evident after such 10- day period, Contractor shall, as a penalty to Stadium Manager, forfeit not more than $100.00 for each calendar day or portion thereof, for each worker, until strict compliance is effectuated. The amount of the forfeiture is to be determined by the Labor Commissioner. A contractor who is found to have violated the provisions of law regarding wages on public works with the intent to defraud shall be ineligible to bid on public works contracts for a period of one to three years as determined by the Labor Commissioner. Upon the request of the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement, such penalt ies shall be withheld from progress payments then due. The responsibility for compliance with this Section is on Contractor. The requirement to submit certified payroll records directly to the Labor 16 Commissioner under Labor Code Section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.

G. It shall be Contractor’s sole responsibility to comply with, and maintain adequate records of its adherence to, all applicable state prevailing wage requirement. Contractor is responsible for maintaining and providing the following documentation to Stadium Manager for review and approval within the timeframes specified below. i. Division of Apprenticeship Standards (DAS) 140 Form (applicable if the compensation paid or to be paid to Contractor is $30,000 or more). Contractor, on behalf of itself and its subcontractors, must provide a copy of DAS 140 forms filed with the appropriate apprenticeship committee(s) the earlier of Contractor’s first application for payment for Services performed under this Agreement or ten (10) days of Agreement execution.
ii. DAS 142 Form (applicable if the compensation paid or to be paid to Contractor is $30,000 or more). Contractor, on behalf of itself and its subcontractors, must provide a copy of DAS 142 forms filed with the appropriate apprenticeship committee(s) or evidence of an approved exemption with its first application for payment for Services involving an apprenticeable craft or trade classification – additional DAS 142 forms or evidence of approved exemptions must be provided following this initial submission with future applications for payment in the event those applications are for Services involving an apprenticeabl e craft or trade classification not covered under the first application for payment. iii. California Apprenticeship Council (CAC) Form CAC-2; Training Fee Contributions (applicable if the compensation paid or to be paid to Contractor is $30,000 or more). Contractor, on behalf of itself and its subcontractors, must submit evidence of mandatory training contributions required under Labor Code Section 1777.5, as it may be amended from time to time, via submission of completed Form CAC -2 17 and/or confirmation of payment to a valid union trust fund with each application for payment submitted to Stadium Manager.
iv. Certified Payroll Records; Statement of Compliance. Contractor, on behalf of itself and its subcontractors, must submit complete payroll records on forms substantially similar to the Department of Industrial Relations Form A -1-131 with each application for payment submitted to Stadium Manager. Each set of certified payroll records submitted to Stadium Manager with any application for payment must be accompanied by a signed Statement of Compliance certifying the information on the certified payroll records is true and correct. For the period covered by any application for payment in which Contractor and its subcontractors did not perform Services, Contractor must additionally submit a signed Statement of Non-Performance certifying no work was performed. Contractors are advised the submission of electronic certified payroll records to the Department of Industrial Relations via the eCPR system is not an acceptable substitute to maintaining and providing full certified payroll records as required by this provision and applicable law.
v. Fringe Benefit Statement. Contractor, on behalf of itself and its subcontractors, must submit complete Fringe Benefit Statement(s) for the crafts and trade classifications utilized to perform the Services covered by any application for payment. All Fringe Benefit Statements must be submitted with the application for payment to which each applies.
vi. Demand for Compliance Records. At any time during or subsequent to the full performance of the Services under this Agreement and in addition to the obligations set forth above, Stadium Manager and/or the Authority may require Contractor to produce and or correct and re -submit any prevailing w age compliance records, which must be reviewed and approved by Stadium Manager and/or the Authority, prior to full release of payment. vii. Withholding for Non-Compliance. In the event Contractor or any subcontractor is found not to be in compliance with the foregoing requirements for any application for payment whether for progress payments or final payment, Stadium Manager has the right to withhold up to ten percent (10%) of the amount owed to Contractor under the affected application for payment until full compliance is achieved.

Contractor acknowledges and agrees the foregoing amount is a reasonable estimate of the value of the documentation specified above.

[Signatures continued on next page]

18 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly appointed representatives as of the Effective Date.

STADIUM MANAGER:

FORTY NINERS STADIUM MANAGEMENT COMPANY LLC

By:_________________________________

Name: Peter Wilhelm

Title: Chief Financial Officer

CONTRACTOR:

[INSERT CONTRACTOR NAME]

By:_________________________________

Name: [insert name]

Title: [insert title]

19 EXHIBIT A

SCOPE OF SERVICES

Contractor shall provide the following services at the Stadium during the Term, as directed by Stadium Manager:

A. Overview

a. Contractor will provide Stadium Manager fire alarm testing, inspections, and maintenance services as specified in this Exhibit A and at the rates contained in Exhibit B, both of which are attached and incorporated into the Agreement, at Levi’s Stadium for a multiyear period beginning April 1, 2023 through March 31, 2026, as requested by Stadium Manager; provided however, if the services extend beyond a single fiscal year, the term for subsequent fiscal years shall be conditioned upon approval of the Santa Clara Stadium Authority budget for the applicable fiscal year that includes the amounts due under this Agreement. b. Testing, maintenance and inspection work will occur throughout the year at Levi’s Stadium located at 4900 Marie P. DeBartolo Way in Santa Clara, CA 95054. Testing, inspection and maintenance services are required on a recurring schedule. The Parties shall mutually agree upon the time and date for Contractor or a subcontractor of Contractor to perform and complete the Services at the Stadium during the Term.

B. General Requirements

a. Contractor must possess the appropriate certification(s), and experience with the EST3 fire alarm systems to perform the Services. Contractor’s responsibilities will include performing fire alarm testing, inspection, and maintenance in accordance with both NFPA -72, California Fire Code, as they may be amended from time to time, and other applicable guidelines. Contractor’s will coordinate in advance with Stadium Manager all testing, inspection, and maintenance that Contractor performs under this Agreement.
b. Contractor will adhere to the prevailing wage and reporting requirements referenced in the Agreement and Exhibit G (“Prevailing Wage”), which is attached and incorporated into this Agreement.
c. Contractor shall perform the work described herein and shall furnish all labor, equipment, tools, special skills and materials required to perform the Services. d. Contractor shall provide Stadium Manager and maintain a current list of emergency numbers for 24-hour emergency response. Contractor shall initiate remedial action with one (1) hour of notification. Stadium Manager will determine what circumstances constitute an emergency in its sole discretion.
e. Contractor shall provide the following categories of work:
i. Regular semi-annual and annual testing, inspection, and maintenance ii. Corrective maintenance items found on regular testing and inspections iii. Emergency services
iv. On-site response
v. Parts cost for modules, batteries, devices, switches, detectors, relays vi. Provide parts for corrective maintenance – provide a percentage off manufacturers’ list price
vii. Repair and Programming of alarm logic

C. Minimum Qualifications

a. Contractor must possess, and continue to possess throughout the Term, the following minimum qualifications to be perform the Services under this Agreement:
i. Current C-10 Electrical Contractor License;

20 ii. EST3 Fire Alarm certification;
iii. Knowledge regarding all other current alarm systems defined below; iv. State of California Fire/Life/Safety technician certification; v. State of California electrician certification;
vi. Knowledge regarding NFPA-72 and California Fire Code; vii. Successfully have provided similar Fire Alarm Testing, Maintenance and Inspection services for a minimum of five (5) years for public assembly venues with a capacity of at least 20,000 patrons utilizing EST3 fire alarm systems. viii. Contractor’s personnel providing onsite service must have a minimum of three (3) years’ experience in providing similar Fire Alarm Testing, Maintenance and Inspection services to public assembly venues referenced in item 7 above.

D. System Description

a. Contractor must be, and remain throughout the Term, knowledgeable regarding, and familiar with, EST3 fire alarm systems, including: modular hardware and software components, network components and rail modules (LRMs).

E. Preventive Maintenance

a. Contractor will be responsible for performing the work detailed in the Preventive Maintenance section of the EST3 Installation and Service Manual. The Preventive Maintenance section of the EST3 Installation and Service Manual provides a scope for preventative maintenance governed by NFPA-72; however, Levi’s Stadium was designed and permitted under the 2010 California Building Code (CBC) as amended by local amendments adopted by the City of Santa Clara. Contractor may propose additional testing and maintenance work to Stadium Manager based on contractor’s experience with similar systems, but such work will be subject to prior authorization by Stadium Manager. Contractor is responsible for being thoroughly familiar with the EST3 preventative maintenance requirements, as well as any other requirements from the NFPA, and the California Fire Code, as they may be amended from time to time.

b. Unless Stadium Manager has existing stock or replacement parts, Contractor will provide necessary replacement of deficient or inoperable devices, including for those deficient or inoperable devices found during the course of system testing, inspection or preventative maintenance, or those devices that have failed during operation in connection with its maintenance responsibilities. Contractor must only use original replacement components manufactured by the original equipment manufacturer or other compatible components to preserve U.L. Listings and meet NFPA requirements.

F. Emergency Services & Onsite Response

a. Contractor will make emergency service response between scheduled tests available 24 hours a day/seven (7) days a week to minimize system down time. Stadium Manager will determine what circumstances constitute an emergency in its sole discretion. Contractor will provide support via a telephone response within (thirty) 30 minutes of being notified of an emergency, and Contractor’s service technicians shall be onsite within four (4) hours. Contractor will handle non-emergency calls, as determined by Stadium Manger, the next business day.

G. Kitchen Ansul System
a. The annual and semi -annual testing, inspection and maintenance services for the Kitchen Ansul Systems at the Stadium shall include the following:
i. Visually inspect appliance location and layout for nozzle coverage. ii. Visually inspect all surface, duct and plenum nozzles. iii. Verify there are no signs the system has been activated or tampered with. iv. Check pressure gauges for proper PSI.
v. Take system out of service to avoid discharge of agent.

21 vi. Test the detection line by cutting a fusible link. vii. Change fusible links twice a year as required fire safety. viii. Replace protective blow off caps as needed.
ix. Test proper operation of gas shutoff valve(s).
x. Test proper operation of micro switch(s).
xi. Test proper operation of the remote pull station.
xii. Verify activation of system activates fire alarm system. xiii. Document any discrepancies and need for repairs.
xiv. Inspection and service tag properly completed and attached to system. xv. Put the cooking system back into service.
xvi. Verify the fire alarm system is placed back into operation. xvii. Check main Ansul tank system.

H. Levi’s Stadium Alarm Detail

a. Contractor will provide the Services, including fire alarm testing, inspection and maintenance work, for the fire alarm system devices and Kitchen Ansul hood systems referenced below:

FIRE ALARM SYSTEM DEVICES QUANTITY
Alarm 4
Auxiliary 442
Control 207
Indicating 1889
Initiating 841
Monitor 157
Supervisory 164
Kitchen Ansul Systems 55
TOTAL DEVICES 3,759

22 EXHIBIT B

Item Description
4/1/2023 - 3/31/2024
Year One
Pricing
4/1/2024 - 3/31/2025
Year Two
Pricing
4/1/2025 to 3/31/2026
Year Three
Pricing
1 Fire Alarm Annual
Inspection and Semi
Annual Fire Alarm
Testing, Inspection and
Maintenance Services
(lump sum)
$63,050.00
To be billed on a
quarterly basis after
service is completed

$64,930.00
To be billed on a
quarterly basis after
service is completed

$66,875.00
To be billed on a
quarterly basis after
service is completed

2 Ansul Hood Testing
and Maintenance
Annual and Semi-
Annual (lump sum)
$39,830.00 $41,025.00 $42,260.00
Time & Materials Hourly Rates for Convergint and Ansul Hood Technicians 3 Normal Hours
(M-F - 8am - 5 pm)
$175.00/hour $180.25/hour $185.66/hour
4 After Hours (Mon-Sat) $262.50/hour $270.38/hour $278.49/hour 5 Sundays & Holidays $350.00/hour $360.50/hour $371.32/hour 6 Minimum Time 4 hours 4 hours 4 hours
7 Truck Charge $85 per call $85 per call $85 per call
Pricing for Replacement Parts for Fire Alarm Devices and Ansul Hood System 8 Fusible Links $16 each $16.48 each $16.97 each
9 Additional Internal
Cylinder
$53 each $54.59 each $56.23 each
10 Metal Blow Off Caps $18.00 each $18.54 each $19.10 each 11 Rubber Blow Off Caps $5.50 each $5.67 each $5.85 each 12 Other Replacement
Parts
25% off List Price 25% off List Price 25% off List Price

23 Total Not to Exceed Amount for Three Years: $370,000 Year One – 4/1/23 through 3/31/24 - $120,000 inclusive of cost for additional services as required.

Year Two – 4/1/24 through 3/31/25 - $123,000 inclusive cost for additional services as required.

Year Three – 4/1/25 through 3/31/26 - $127,000 inclusive of cost for additional services as required.

The pricing list above will govern all of services provided by Contractor to Stadium Manager during the Term. Any and all additional costs, including taxes, shipping, handling, and any subcontractor costs, shall be at Contractor’s sole expense and Contractor shall have no right to invoice Stadium Manager or any third- party for any additional costs incurred by Contractor in the performance of the Services under this Agreement.

24 EXHIBIT C

INSURANCE REQUIREMENTS
At all times during the term hereof, Contractor shall keep and maintain in full force and effect the following types of insurance coverage and/or bonds:

2. Automobile liability in the amount of One Million Dollars ($1,000,000) with respect to owned, hired and non-owned vehicles.

25 EXHIBIT D

ETHICAL STANDARDS FOR CONTRACTORS SEEKING TO ENTER INTO AN AGREEMENT WITH

STADIUM MANAGER

Termination of Agreement for Certain Acts.

A. Stadium Manager may, at its sole discretion, terminate this Agreement in the event any one or more of the following occurs:

26 B. Stadium Manager may also terminate this Agreement in the event any one or more of the following occurs:

1. Stadium Manager determines that Contractor no longer has the financial capability 4 or business experience5 to perform the terms of, or operate under, this Agreement; or

C. In the event a prospective Contractor (or bidder) is ruled ineligible (debarred) to participate in a contract award process or a contract is terminated pursuant to these provisions, Cont ractor may appeal the action to the Authority by filing a written request with the Authority Secretary within ten (10) days of the notice given by Stadium Manager to have the matter heard. The matter will be heard within thirty (30) days of the filing of the appeal request with the Authority Secretary.

Contractor will have the burden of proof on the appeal. Contractor shall have the opportunity to present evidence, both oral and documentary, and argument.

5 Loss of personnel deemed essential by Stadium Manager for the successful performance of the obligations of Contractor to Stadium Manager.

EXHIBIT E

DIR Registration Number:

Name of Contractor
Signature
Name and Title
Dated

Name of Contractor:

By: _________________________
Signature

_________________________
Name (Print)

_________________________
Title (Print)

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-353 Agenda Date: 3/21/2023

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Report from Stadium Authority for Action Regarding Stadium Manager’s Request to Execute Agreement with Convergint Technologies for Fire Alarm Testing, Inspection, Maintenance, and Related Services at Levi’s Stadium

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

The Stadium Manager is requesting approval to execute an agreement with Convergint Technologies to provide fire alarm testing, inspection, maintenance, and related services for a three-year period beginning April 1, 2023 through March 31, 2026, with the option to extend the agreement for two additional one-year periods, in an amount not to exceed $120,000 for the first contract year, $123,000 for the second contract year, and $127,000 for the third contract year for a total not to exceed amount of $370,000 over the three-year period.

DISCUSSION
Stadium Authority staff reviewed the Stadium Manager’s Recommendation for Award memo (attached to corresponding report #23-352) and supporting documents for consistency against the Stadium Authority Procurement Policy and Santa Clara City Code Chapter 2.105.140(c) (Competitive requirements for purchases - Formal request for proposals for agreements with an amount greater than $250,000). The Stadium Manger’s Request for Proposals (RFP) received three proposals and the Stadium Manger is recommending award to the highest ranked proposer (Convergint Technologies).

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Based on the documentation, staff recommends approval of the Stadium Manager’s request to execute an agreement with Convergint Technologies to provide fire alarm testing, inspection, maintenance, and related services for a three-year period beginning April 1, 2023 through March 31, 2026, in an amount not to exceed $120,000 for the first year, $123,000 for the second contract year, and $127,000 for the third contract year for a total not to exceed amount of $370,000 over the three- year period. Staff recommends delegating authority to the Executive Director to approve the Stadium Manager’s exercise of the option to extend the agreement with the same basic terms and conditions for two additional one-year periods, if the associated costs have been approved by the Board in the Stadium Authority Budget.

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

There are sufficient funds in the FY 2023/24 Shared Expenses Engineering line item to cover the agreement cost for the first year (up to $120,000, of which the Stadium Authority is responsible for up to $60,000). Since the renewal term extends beyond a single fiscal year, the term for subsequent fiscal years is conditioned upon approval of the Stadium Authority budget for the applicable fiscal year that includes the amounts due under the agreement as required under Santa Clara City Code Section 17.30.100.

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23-353 Agenda Date: 3/21/2023

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

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

RECOMMENDATION

1. Approve the Stadium Manager’s request to execute an agreement with Convergint Technologies to provide fire alarm testing, inspection, maintenance, and related services at Levi’s Stadium for a three-year period beginning April 1, 2023 through March 31, 2026, in an amount not exceed $120,000 for the first contract year, $123,000 for the second contract year, and $127,000 for the third contract year for a total not to exceed amount of $370,000 over the three-year period, subject to budget appropriations; and

2. Authorize Executive Director to approve the Stadium Manager’s exercise of the option to extend the agreement with the same basic terms and conditions for two additional one-year periods, subject to budget appropriations.

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Request from the Stadium Manager to Utilize Cooperative Agreements to Leverage Discounted Pricing through Amazon.com LLC and B&H Foto and Electronics dba B&H and Award Purchase Orders to Advance Stores Company, Inc., CDW Government LLC, Cintas Corporation, Grainger Industrial Supply, and Midwest Motor Supply Company dba Kimball Midwest for Operational Needs at Levi’s Stadium

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

DISCUSSION
On March 5, 2023, the Stadium Manager submitted a Recommendation to Utilize Multiple Cooperative Agreements for Operational Needs at Levi’s Stadium memorandum with draft purchase orders to request approval to utilize cooperative agreements available through OMNIA Partners, Public Sector for the following:

1. Advance Stores Company, Inc. (Advance Stores) : Award a purchase order to Advance Stores to procure automotive parts, accessories, and related supplies from April 1, 2023 through December 31, 2023, in an amount not to exceed $25,000. These costs are classified as Stadium Authority Fiscal Year (FY) 2023/24 Shared Stadium Manager Expenses (Shared Expenses) for the Engineering and Groundskeeping Departments.

2. Amazon.com LLC (Amazon) : Utilize Amazon’s online marketplace to procure supplies, equipment and goods for a one-year period from April 1, 2023 through March 31, 2024, in an amount not to exceed $250,000. The Stadium Manager shared in its memo that items can only be purchased with a credit card from Amazon’s online marketplace. These costs are classified as Stadium Authority FY 2023/24 Shared Expenses across all departments.

3. B&H Foto and Electronics dba B&H (B&H) : Utilize B&H’s online marketplace to procure audio visual products and accessories for a one-year period from April 1, 2023 through March 31, 2024, in an amount not to exceed $50,000. The Stadium Manager shared in its memo that items can only be purchased with a credit card from B&H’s online marketplace. These costs are classified as Stadium Authority FY 2023/24 Shared Expenses for the Stadium Operations Department.

4. CDW Government LLC : Award a purchase order to CDW Government LLC for information technology solutions related to hardware, software, computer equipment, peripherals and accessories for a one-year period from April 1, 2023 through March 31, 2024, in an amount not to exceed $100,000. These costs are classified as Stadium Authority FY 2023/24 Shared City of Santa Clara Printed on 3/16/2023Page 1 of 2
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23-374 Agenda Date: 3/21/2023
Expenses across all departments.

5. Cintas Corporation : Award a purchase order to Cintas Corporation to purchase uniforms, brand name apparel, safety footwear, promotional products, facility products, and first aid and supplies for a one-year period from April 1, 2023 through March 31, 2024, in an amount not to exceed $250,000. These costs are classified as Stadium Authority FY 2023/24 Shared Expenses across all departments.

6. Grainger Industrial Supply : Award a purchase order to Grainger Industrial Supply for maintenance, repair, operating supplies, industrial supplies, and related products for a one- year period from April 1, 2023 through March 31, 2024, in an amount not to exceed $200,000.

These costs are classified as Stadium Authority FY 2023/24 Shared Expenses across all departments.

7. Midwest Motor Supply Company dba Kimball Midwest (Kimball Midwest) : Award a purchase order to Kimball Midwest for maintenance, repair, operating supplies, industrial supplies, and related products and services for a one-year period from April 1, 2023 through March 31, 2024, in an amount not to exceed $50,000. These costs are classified as Stadium Authority FY 2023/24 Shared Expenses for the Engineering Department.

The Stadium Manager’s memorandum describes the cooperative agreements that are being utilized and the requested goods in greater detail. As noted above, Amazon and B&H don’t allow agreements and those purchases will need to be procured online with a credit card. These Shared Expenses have a total not to exceed amount of $925,000 for FY 2023/24. Shared Expenses are split between the Stadium Authority and the Forty Niners SC Stadium Company, LLC (StadCo) per the Stadium Management Agreement between the Stadium Authority, StadCo, and Stadium Manager.

ATTACHMENTS

1. Stadium Manager’s Recommendation to Utilize Cooperative Agreements Memo City of Santa Clara Printed on 3/16/2023Page 2 of 2
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Date: March 5, 2023

To: Executive Director
Santa Clara Stadium Authority

From: Jenti Vandertuig
Procurement Director

Subject: Recommendation to Utilize Multiple Cooperative Agreements for Operational

Recommend Forty Niners Stadium Management Company LLC (Stadium Manager) utilize select cooperative agreements available through OMNIA Partners, Public Sector and establish

1. Advance Stores Company, Inc. - $25,000

2. Amazon.com LLC - $250,000

3. B&H foto and Electronics dba B&H - $50,000

4. CDW Government LLC - $100,000

5. Cintas Corporation - $250,000

6. Grainger Industrial Supply - $200,000

7. Midwest Motor Supply Company dba Kimball Midwest - $50,000

If these cooperative agreements are approved by the Santa Clara Stadium Authority (SCSA) Board, Stadium Manager will enter into agreements with vendors who accept local agreements as detailed in this memo and forward an executed copy.

Background on Cooperative Procurement
Over the past decade, the concept of leveraging the combined spend of multiple entities has become well established
requirements and purchasing power of several public agencies, into a larger solicitation that typically results in a more advantageous contract. The widely accepted practice called the resulting contract used by many agencies. The benefits can be tangible, including:

Savings in time Since the solicitation process has already been conducted, agencies can quickly garner goods and services through an already established contract, rather than spending weeks and months to solicit their own contract(s).

,iijij )

STADIUM

FORTY NINERS STADIUM MANAGEMENT COMPANY
Needs at Levi's Stadium
agreements with the following suppliers to acquire goods and services for Levi's Stadium:
. Known as "cooperative procurement," it combines the procurement "piggybacking" occurs when a cooperative organization solicits on behalf of its members, with 1 Advantageous pricing and value Cooperative contracts often produce lower prices by standardizing commodities and services and aggregating spend. Smaller entities benefit by leveraging volume discounts, and benefit from the purchasing power of a larger agency.

Subject matter expertise Cooperative solicitations allow for the inclusion of subject matter experts across a wider base, as opposed to the limited knowledgeable resources available within a single contracting agency.

Packaged Services - As commodity purchasing has become more complicated, cooperative contracts are now combining value-added consulting or installation services to products, such as security camera and systems, HVAC and air quality equipment, etc.

Convenience For customer departments, the ease of obtaining products has been streamlined.

Instead of the lengthy process of requesting quotes, bids, or proposals, customers select products and services from the catalog, as the cooperative contract is already in place and vetted by procurement.

Recognized by the American Bar Association, as outlined in its Model Procurement Code for State and Local Governments, the concept of cooperative procurement is a proven, accepted means for the procurement of goods, services and construction across the nation. As a result, a growing percentage of public procurement professionals rely on cooperative purchasing as a much-needed tool in public contracting. A recent
Kennedy School of Government touts the benefits of cooperative purchasing, concluding that

There are a number of consortiums, non-profit and for profit organizations providing cooperative agreements. These organizations have specific requirements to be met to achieve member status. OMNIA Partners, Sourcewell, National Association of State Procurement Officials (NASPO) ValuePoint are a few of these organizations providing such cooperative agreements.

OMNIA Partners
OMNIA Partners is one of the largest organizations in procurement and supply chain management. OMNIA Partners, Public Sector is a purchasing organization for state and local government, K-12 education, colleges, universities, and other agencies. All contracts available through OMNIA have been competitively solicited and publicly awarded by a government entity serving as the lead agency while utilizing industry standard practices and processes.

Contracts offering a wide range of commodities such as business products and services, facilities maintenance, repair and operations, information technology, furniture, food, public safety, medical, and fleet are included in their portfolio of agreements to utilize.

Stadium Manager has been registered as a member of OMNIA Partners, Public Sector since October 22, 2019 with a participating agency number 5296559. white paper by Harvard University's John F.
"cooperative purchasing clearly can add value."
2 Recommendation
As a member of OMNIA Partners, Public Sector, Stadium Manager is able to utilize agreements without executing local agreements. However, Stadium Manager has opted to execute local agreements with five of the seven vendors who will accept term blanket purchase orders.

Amazon.Com LLC and B&H are two vendors who will not execute local agreements but make their online marketplace available to all OMNIA Partners, Public Sector members. There are multiple vendors who have more than one cooperative agreement under the Omnia Partners, Public Sector, umbrella. Stadium Manager will utilize the agreement that is most advantageous depending on product availability, pricing including discounts and delivery timelines. Stadium Manager recommends for following:

1. Advance Stores Company
Establish an agreement with Advance Stores Company (Advance Stores) to procure automotive parts, accessories, and related supplies from April 1, 2023 through December 31, 2023 in an amount not to exceed $25,000.

The Advance Stores cooperative agreement 2017000280 contract period is from January 1, 2017 through December 31, 2023. City of Charlotte, NC, lead agency agreement including amendments, an executive summary and product list can be accessed online at:
https://www.omniapartners.com/publicsector/suppliers/advance-auto-parts/contract- documentation

Advance Stores provides a broad range of automotive parts and supplies across categories and departments. They can provide, but not limited to: batteries, headlights, oil, and filters for utility vehicles, golf carts, and miscellaneous shop equipment to name a few. The Stadium Manager will need the materials and equipment supplied by Advance Stores on an ongoing basis for general replacement associated with preventative and corrective maintenance. Advance Stores has a 24/7 online catalog and a local store nearby allowing for the option of in-store shopping or online purchase and pickup in-store.

3/24 SCSA
budget, Engineering Department and Groundskeeping Department as a shared expense.

2. Amazon.com LLC
Recommend approval to utilize Amazon.com LLC (Amazon) online marketplace to procure supplies, equipment and goods from April 1, 2023 through March 31, 2024 in an amount not to exceed amount of $250,000.

OMNIA Partners, Public Sector has two Amazon cooperative agreements with two lead agencies offering online marketplace for the purchase of products. Prince William County Public Schools, VA lead agency agreement-TC-17006 is from January 19, 2017 through January 18, 2024. The renewal period provides an option for the lead agency, at its sole discretion, to The cost of purchases under this agreement is covered in the Stadium Manager's FY 2 3 extend the agreement for three additional two year periods. State of Utah lead agency agreement MA3457 is from September 9, 2020 through May 5, 2025. Both agreements including amendments, an executive summary and product category lists can be accessed online at:
https://www.omniapartners.com/publicsector/suppliers/amazon-business/contract- documentation#c36074

Amazon provides access to hundreds of millions of products from hundreds of thousands of suppliers across multiple product categories like office supplies and equipment, promotional items, information technology products, MRO supplies including facility, janitorial and sanitation, restaurant and breakroom supplies. Stadium Manager has a need to procure all these categories of items on an ongoing basis.

Amazon offers its online marketplace to browse and select items to procure online with a credit card. Amazon does not execute local term agreements and provides discount pricing for all OMNIA Partners, Public Sector members.

The cost of these purchases will be covered in the Stadium Manager FY23/24 SCSA budget across all departments as a shared expense.

3. B&H foto and Electronics dba B&H
Recommend approval to utilize B&H to procure audio visual products and accessories from April 1, 2023 through March 31, 2024 in an amount not to exceed $50,000.

B&H cooperative agreement R201202 contract period is from April 1, 2021 through March 31, 2024. Region 4 ESC, TX, lead agency agreement including amendments, an executive summary and product list can be accessed online at:
https://www.omniapartners.com/publicsector/suppliers/bh-photo-video-pro-audio/contract- documentation#c43419

B&H provides over 550,000 technology items from over 7,000 brands, have a dedicated account team, state of the art automated warehouse, efficient order processing and real time tracking.

B&H also provides various payment options including credit cards and invoices. Technical advice, planning and solutions from experienced professionals are included at no cost. A wide range of technology products covering as audio, video, pro-audio, surveillance, optics, computers and peripherals are available through B&H.

B&H offers its online marketplace to select items and procure online. B&H does not execute local term agreements and provides discount pricing for all OMNIA Partners, Public Sector members. For large orders, individual purchase orders are accepted with longer lead times.

Given the volume of our expenditures, placing online orders with the credit card is recommended.

4 3/24 SCSA
budget, Stadium Operations as a shared expense.

4. CDW Government LLC
Establish a one-year agreement with CDW Government LLC (CDW-G) for information technology solutions related to hardware, software, computer equipment, peripherals and accessories from April 1, 2023 through March 31, 2024 in an amount not to exceed $100,000.

CDW-G has multiple cooperative agreements. Once approved by the SCSA Board, Stadium Manager will work with Omnia Partners representative to select the most favored agreement suitable for Stadium Manager use. All agreements including amendments, an executive summary and product category lists can be accessed online at:
https://www.omniapartners.com/publicsector/suppliers/cdw-g/contract-documentation#c35647

Information technology solutions related to hardware, software, computer equipment, peripherals and accessories are required by Stadium Manager to operate efficiently and all departments have a need to procure as needed.

The cost of these purchases will be covered in the Stadium Manager FY23/24 SCSA budget across all departments as a shared expense.

5. Cintas Corporation
Establish a one-year agreement with Cintas Corporation for purchase of uniforms, brand name apparel, safety footwear, promotional products, facility products, and first aid and safety supplies from April 1, 2023 through March 31, 2024 in an amount not to exceed $250,000.

The Cintas Corporation cooperative agreement R-BB-19002 contract period is from December 13, 2018 through October 31, 2027. Prince William County Schools, VA lead agency agreement including amendments, an executive summary and product list can be accessed online at:
https://www.omniapartners.com/publicsector/suppliers/cintas-corporation/contract- documentation#c30957
Cintas provides uniforms for purchase, brand name apparel, safety footwear, promotional products, facility products, and first aid and safety supplies as needed. Purchase of products include customization such as logos but not limited to direct embroidery, emblems, or custom silkscreening. Purchases will not cover any rental programs nor any labor or other public works performed by v
separate service agreement.

An agreement with Cintas will facilitate the acquisition of uniforms for Guest Services, tadium in a timely
The cost of purchases under this agreement is covered in the Stadium Manager's FY 2 endor at Levi's Stadium; such additional services shall require the execution of a Engineering, Security, and other departments requiring uniforms at Levi's S 5 manner. Their breadth of product offerings mentioned above will help minimize the need for individual spot purchases requiring long lead times.

The cost of these purchases will be covered in the Stadium Manager FY23/234SCSA budget across all departments as a shared expense.

6. Grainger Industrial Supply
Establish a one-year agreement with Grainger Industrial Supply (Grainger), for maintenance, repair, operating supplies, industrial supplies and related products from April 1, 2023 through March 31, 2024 in an amount not to exceed $200,000. The purchase will not cover any labor or other public works performed by v
require the execution of a separate service agreement.

Grainger has four agreements with various lead agencies as referenced on their website at:
https://www.omniapartners.com/publicsector/suppliers/grainger/contract- documentation#c35554. Once approved by the SCSA Board, Stadium Manager will work with Omnia Partners representative to select the most favored agreement suitable for Stadium Manager use.

Grainger provides a complete and comprehensive offering industrial supplies with 1.7 million products such as, but not limited to: electrical, fasteners, lighting, measuring tools, pipe and tube, and tools. Grainger focuses on having products available and delivered when needed, working with 4,500+ suppliers around the world to provide efficient supply chain streamline.

Stadium Manager will need the materials and equipment supplied by Grainger on an ongoing basis for general renewal and replacement associated with preventative and corrective maintenance.

23/24 SCSA
budget, Engineering, Security, Guest Services, Groundskeeping and Stadium Operations Departments as a shared expense.

7. Midwest Motor Supply Company dba Kimball Midwest
Establish a one-year agreement with Kimball Midwest, for maintenance, repair, operating supplies, industrial supplies and related products and services from April 1, 2023 through March 31, 2024 in an amount not to exceed $50,000. Purchases will not cover any labor or other public works performed by v
such additional services shall require the
execution of a separate service agreement.

The Kimball Midwest cooperative agreement R192004 contract period is from April 1, 2020 through March 31, 2024. Region 4 ESC, TX, lead agency agreement including amendments, an executive summary and product list can be accessed online at:
https://www.omniapartners.com/publicsector/suppliers/kimball-midwest/contract- documentation#c35711
endor at Levi's Stadium; such additional services shall The cost of purchases under this agreement is covered in the Stadium Manager's FY end or at Levi's Stadium;
6 Kimball Midwest provides a product line of more than 45,000 items but not limited to: fasteners, hoses and fittings, drill bits, electrical connectors and shop supplies. The Stadium Engineering staff will continue to need the materials and equipment supplied by Kimball Midwest on an ongoing basis for general renewal and replacement associated with preventative and corrective maintenance. Having Kimball Midwest coming onsite to refill the bin stock will provide the Stadium Engineering staff will need the materials and equipment with no interruptions in their daily activities.

3/24 SCSA
budget, Engineering Department as a shared expense.

Submitted By: __________________________________ Date: ___________________ Jenti Vandertuig, Procurement Director

The cost of purchases under this agreement is covered in the Stadium Manager's FY 2 DocuSigned by:
~v~ 3/7/2023
A4B5666F5BF147D ...
7 City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-372 Agenda Date: 3/21/2023

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Report from the Stadium Authority for Action on Stadium Manager’s Request to Utilize Cooperative Agreements to Leverage Discounted Pricing through Amazon.com LLC and B&H Foto and Electronics dba B&H and Award Purchase Orders to Advance Stores Company, Inc., CDW Government LLC, Cintas Corporation, Grainger Industrial Supply, and Midwest Motor Supply Company dba Kimball Midwest for Operational Needs at Levi’s Stadium

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

BACKGROUND
On October 8, 2019, the City Council approved Ordinance No. 2005 amending Chapter 17.30 of the Santa Clara City Code (Stadium Authority Procurement Policy), which rescinded the delegation to the Executive Director to enter into agreements without prior Stadium Authority Board (Board) approval.

As a result of Ordinance No. 2005, the Stadium Manager is also required to request Board approval before entering into agreements on behalf of the Stadium Authority. As of the effective date of the Ordinance (November 8, 2019), all Stadium Authority agreements for services, supplies, materials, and equipment require the approval of the Stadium Authority Board.

As the Stadium Manager, Forty Niners Stadium Management Company LLC, is responsible for maintaining “the Stadium in the Required Condition and operate the Stadium as a quality NFL and multi-purpose public sports, public assembly, exhibit and entertainment facility” as required by the Stadium Management Agreement between the Stadium Authority, Stadium Manager, and Forty Niners SC Stadium Company, LLC (StadCo).

The Stadium Manager is requesting approval to utilize cooperative agreements available through OMNIA Partners, Public Sector for the following:

3. B&H Foto and Electronics dba B&H (B&H) : Utilize B&H’s online marketplace to procure City of Santa Clara Printed on 3/16/2023Page 1 of 4
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audio visual products and accessories for a one-year period from April 1, 2023 through March 31, 2024, in an amount not to exceed $50,000. The Stadium Manager shared in its memo that items can only be purchased with a credit card from B&H’s online marketplace. These costs are classified as Stadium Authority FY 2023/24 Shared Expenses for the Stadium Operations Department.

These costs are classified as Stadium Authority FY 2023/24 Shared Expenses across all departments.

DISCUSSION
Stadium Authority staff reviewed the Stadium Manager’s Recommendation to Utilize Multiple Cooperative Agreements for Operational Needs at Levi’s Stadium memorandum (attached to corresponding report #23-374), cooperative agreements through OMNIA Partners, Public Sector, and draft purchase orders for consistency against the Stadium Authority Procurement Policy and Santa Clara City Code Chapter 2.105.270(c) (Purchases through utilization of preestablished cooperative purchasing agreements).

Based on the documentation, staff recommends approval of the Stadium Manager’s request to utilize Amazon and B&H’s online marketplaces and award purchase orders to Advance Stores, CDW Government LLC, Cintas Corporation, Grainger Industrial Supply, and Kimball Midwest for the described goods.

As stated in the Stadium Manager’s memo regarding the purchase orders with Grainger Industrial Supply and Kimball Midwest, purchases from these vendors will not cover any labor or other public works performed at Levi’s Stadium and such additional services will require the execution of separate service agreements.

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23-372 Agenda Date: 3/21/2023
to the Stadium Authority’s customary language. While there are some differences in the language, including portions covering compliance with laws such as conflict of interest, the purchase orders submitted for approval contain the necessary language which identifies these legal obligations to the vendors. The vendors expressly agree to adhere to such obligations upon their execution of the agreement. Nothing in the proposed purchase orders change the Stadium Authority’s rights under the Management Agreement and specifically with respect to any dispute that may arise from the Stadium Manager’s obligations under the Management Agreement.

FISCAL IMPACT
The Stadium Authority FY 2023/24 Budget contains Shared Expenses such as Security, Stadium Operations, Engineering, Guest Services, and Groundskeeping. Shared Expenses are split 50/50 or 30/70 (Groundskeeping only) between the Stadium Authority and Forty Niners SC Stadium Company LLC (StadCo) per the Management Agreement between Stadium Authority, StadCo, and Stadium Manager.

These Shared Expenses purchase orders have a total not to exceed amount of $925,000 for FY 2023/24, of which the Stadium Authority would be responsible for up to $462,500. There are sufficient funds in the FY 2023/24 Shared Expenses line items across all departments to cover these expenses.

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

RECOMMENDATION

1. Approve the Stadium Manager’s request utilize the described cooperative agreement to award a purchase order to Advance Stores to procure automotive parts, accessories, and related supplies from April 1, 2023 through December 31, 2023, in an amount not to exceed $25,000; City of Santa Clara Printed on 3/16/2023Page 3 of 4
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2. Approve the Stadium Manager’s request to utilize the described cooperative agreement(s) to utilize Amazon’s online marketplace to procure supplies, equipment and goods for a one-year period from April 1, 2023 through March 31, 2024, in an amount not to exceed $250,000;

3. Approve the Stadium Manager’s request to utilize the described cooperative agreement to utilize B&H’s online marketplace to procure audio visual products and accessories for a one-year period from April 1, 2023 through March 31, 2024, in an amount not to exceed $50,000;

4. Approve the Stadium Manager’s request to utilize the described cooperative agreement(s) to award a purchase order to CDW Government LLC for information technology solutions related to hardware, software, computer equipment, peripherals and accessories for a one-year period from April 1, 2023 through March 31, 2024, in an amount not to exceed $100,000;

5. Approve the Stadium Manager’s request to utilize the described cooperative agreement to award a purchase order to Cintas Corporation for purchase of uniforms, brand name apparel, safety footwear, promotional products, facility products, and first aid and supplies for a one-year period from April 1, 2023 through March 31, 2024, in an amount not to exceed $250,000;

6. Approve the Stadium Manager’s request to utilize the described cooperative agreement(s) to award a purchase order to Grainger Industrial Supply for maintenance, repair, operating supplies, industrial supplies, and related products for a one-year period from April 1, 2023 through March 31, 2024, in an amount not to exceed $200,000; and

7. Approve the Stadium Manager’s request to utilize the described cooperative agreement to award a purchase order to Kimball Midwest for maintenance, repair, operating supplies, industrial supplies, and related products and services for a one-year period from April 1, 2023 through March 31, 2024, in an amount not to exceed $50,000.

Prepared by: Christine Jung, Assistant to the Executive Director Approved by: Office of the Executive Director
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
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23-376 Agenda Date: 3/21/2023

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Request from the Stadium Manager to Award Agreement to Blocka Construction Inc. to Replace Variable Frequency Drives for Cooling Towers and Pumps at Levi’s Stadium (Variable Frequency Drive(s) CapEx Project) and Related Budget Amendment

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

DISCUSSION
On March 6, 2023, the Stadium Manager submitted a Recommendation for Award memo, along with supporting procurement documentation, to request approval for the Variable Frequency Drive(s) Capital Expense (CapEx) project. After additional discussions with staff, the Stadium Manager submitted an amended Recommendation for Award memo (Attachment 1) for the following actions related to the Variable Frequency Drive(s) Capital Expense (CapEx) project:

1. Award a one-time agreement to Blocka Construction Inc. in the amount of $118,000 to replace the variable frequency drive for cooling towers and pumps at Levi’s Stadium;

2. Approve a budget amendment to increase the total budget amount for this CapEx project by $22,434, from $107,366 to $129,800. The Stadium Authority Fiscal Year (FY) 2023/24 CapEx Budget includes $107,366 for the Variable Frequency Drive(s) CapEx line item;

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

4. Authorize the Stadium Manager to execute change orders up to $11,800 for a total not to exceed construction agreement amount of $129,800.

The proposed budget amendment will cover the costs of the one-time agreement ($118,000) and a 10% contingency for change orders ($11,880). The Stadium Manager has incurred costs for the project in FY 2022/23 related to a HKS Architects task order under a Board-approved contract for design work ($29,550), City of Santa Clara permit fees ($1,144), and San Jose Mercury News publication fees ($215). The Stadium Authority FY 2022/23 CapEx Budget includes $133,000 for the project.

The Stadium Manager’s Recommendation for Award describes the request and Request for Bids (RFB) process in more detail. A variable frequency drive is a device used in a drive system that controls speed and torque by varying the frequency of the input electricity. The variable frequency drives that are being replaced are for the cooling towers, which control the cooling functions for the Stadium.

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23-376 Agenda Date: 3/21/2023

ATTACHMENTS

1. Stadium Manager’s Recommendation for Award Memo

2. Draft Agreement with Blocka Construction Inc.

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1 Date: March 15, 2023

To: Executive Director
Santa Clara Stadium Authority

From: Jenti Vandertuig
Procurement Director
Forty Niners Stadium Management Company LLC

Subject: Recommendation for Award RFB FY22 -0042 Levi’s Stadium Variable Frequency Drive Replacement for Cooling Towers and Pumps Project

Recommendation

1. Recommend approval and award of a one-time contract to Blocka Construction Inc., in the amount of $118,000, to replace the variable frequency drive for cooling towers and pumps at Levi’s Stadium.

2. Recommend a budget augmentation for the Levi’s Stadium Variable Frequency Drive Replacement for Cooling Towers and Pumps Project (Project) of $22,434, which will increase the total budget amount for this Project from $107,366 to $129,800. The Project budget was approved by the Santa Clara Stadium Authority (SCSA) as part of the FY23/24 SCSA Capital Expenditures Budget.

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

4. Authorize Stadium Manager to execute change orders up to 10% or $11,800 for a total not to exceed construction contract amount of $129,800.00.

Solicitation Process
Forty Niners Stadium Management Company LLC (Stadium Manager) has a need to replace the variable frequency drive for cooling towers and pumps at Levi’s Stadium (Stadium). The Project was approved as part of the FY22/23 SCSA Capital Expenditures budget.

On January 10, 2023, Stadium Manager issued a Request for Bids (RFB) FY22-0042 for the Project.

Stadium Manager published the RFB on Bonfire Interactive, Stadium Manager’s eProcurement portal https://49ers.bonfirehub.com/portal/. In addition to inviting a list of contractors on our established supplier list, Stadium Manager also selected contractors registered on the portal with specific commodity codes offering such services. Addendum No.1 was issued on February 7, 2023 to provide additional information on the plans and specifications, extend the due date and time for receipt of bids, revise the public bid opening date and time, and timeline for the protest period.

STADIUM

FORTY NINERS STADIUM MANAGEMENT COMPANY
2 On January 20, 2023, Stadium Manager published the Notice Inviting Bids for the Project in the San Jose Mercury News publication. Notices were also emailed on January 10, 2023 to the Builders’ Exchange of Santa Clara County and Minority Business Consortium to communicate with their respective member communities regarding the solicitation for the Project.

Stadium Manager held a non-mandatory pre-bid conference on January 19, 2023 at 11:00 a.m. (PT) to provide an overview of the Project and answer any questions from prospective bidders.

The RFB provided prospective bidders the option to schedule on-site visits to the Stadium.

Electronic bid submissions were due on or before February 15, 2023 at 3:00 p.m. (PT). Four bids were received on or before the closing due date and time from the following firms:

1. Blocka Construction Inc. = $118,000

2. True Blue Automation Services - $73,707.48

3. Marina Mechanical - $117,700

4. Devcon Construction, Inc. - $158,000

Public Bid Opening
A public bid opening was held on February 15, 2023 at 4:00 p.m. (PT). The RFB provided the public bid opening webcast information including a meeting ID and password for bidders to log on via Zoom to attend. Multiple callers were in attendance. Stadium Manager announced the receipt of the four bids on or before the due date and time, announced the name of the bidders and the base bid amounts and declared True Blue Automation Services the apparent low bidder.

The protest period ended on February 22, 2023. There were no protests.

Evaluation of Apparent Low Bidder
Stadium Manager reviewed the bid from True Blue Automation Services and determined that the bidder was nonresponse. The bidder did not possess a Class B (General Building Contractor) license as required in the RFB. The second low bidder, Marina Mechanical, was also deemed nonresponsive. The bid materially differed from the forms required in the bid documents because it was on the contractor’s proposal form and omitted the required bid forms. The third low bidder, Blocka Construction Inc. was the lowest responsive and responsible bidder. Supporting documentation on the evaluation of bids has been provided.

Next Steps
The Project was approved as part of the FY23/24 SCSA Capital Expenditures budget. The current approved amount for this Project is $107,366.

Stadium Manager is recommending a budget augmentation to address the following costs for this Project:

1. Blocka Construction Inc. Bid - $118,000

2. 10% Contingency Amount for Change Orders - $11,800

3 Once Stadium Manager receives approval from the SCSA Board, a contract (included in the RFB) will be executed with Blocka Construction, Inc., and a fully executed copy of the contract will be forwarded to the SCSA. In addition, Stadium Manager requests authorization to issue change orders up to $11,800 or 10% of the Project cost which will allow Stadium Manager to take timely administrative action if required and not delay completion of the Project.

Supporting documentation has been provided for review and approval. The cost for advertising the RFB in the San Jose Mercury News publication for one day is $215.22. Stadium Manager’s request to publish legal notices in the San Jose Mercury News for various solicitations, including public works, was approved by the SCSA Board on July 13, 2021. This Project is a public works project.

Submitted By: __________________________________ Date: ___________________ Jenti Vandertuig, Procurement Director

~ DocuSigned by:

L~66~:=D~:~
Levi’s Stadium Variable Frequency Drive
Replacements for Cooling Towers and Pumps Project
RFB Number: RFB-FY22-0042
1 CONTRACT

FORTY NINERS STADIUM MANAGEMENT COMPANY LLC

CONSTRUCTION CONTRACT

LEVI’S STADIUM VARIABLE FREQUENCY DRIVE REPLACEMENTS FOR COOLING

TOWERS AND PUMPS PROJECT

1. P ARTIES AND DATE.

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

2. R ECITALS.

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

2.2 Contractor. Contractor desires to perform and assume responsibility for the provision of certain construction services required by the Stadium Manager on the terms and conditions set forth in this Contract. Contractor represents that it is duly licensed and experienced in providing variable frequency drive (“VFD”) replacement related construction services , that it and its employees or subcontractors have all necessary licenses and permits to perform the services in the State of California, and that it is familiar with the plans of Stadium Manager. The following license classifications are required for this Project: Class B (General Building Contractor)

2.3 Project. Stadium Manager desires to engage Contractor to render such services for the Levi’s Stadium Variable Frequency Drive Replacements for Cooling Towers and Pumps Project (“Project”) as set forth in this Contract.

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

3. T ERMS

3.1 Incorporation of Documents. This Contract includes and hereby incorporates in full by reference the following documents, including all exhibits, drawings, specifications and documents therein, and attachments and addenda thereto:
• Services/Schedule (Exhibit “A”)
• Plans and Specifications (Exhibit “B”)
• Special Conditions (Exhibit “C”)
• Contractor’s Certificate Regarding Workers’ Compensation (Exhibit “D”) • Public Works Contractor Registration Certification (Exhibit “E”) • Payment and Performance Bonds (Exhibit “F”)
- -
Levi’s Stadium Variable Frequency Drive
Replacements for Cooling Towers and Pumps Project
RFB Number: RFB-FY22-0042
2 CONTRACT

• Procurement and Contract Process Integrity and Conflict of Interest Guidelines (Exhibit “G”)
• Levi’s Stadium Jobsite Rules (Exhibit “H”)
• Addenda
• Change Orders executed by the Stadium Manager
• Latest Edition of the Standard Specifications for Public Works Construction (The Greenbook), Excluding Sections 1-9
• Notice Inviting Bids, if any
• Instructions to Bidders, if any
• Contractor’s Bid

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

3.2.1 Change in Scope of Work. Any change in the scope of the Work, method of performance, nature of materials or price thereof, or any other matter materially affecting the performance or nature of the Work shall not be paid for or accepted unless such change, addition or deletion is approved in writing by a valid change order executed by the Stadium Manager.

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

3.2.2 Substitutions/”Or Equal ”. Pursuant to Public Contract Code Section 3400(b), the Stadium Manager may make a finding that designates certain products, things, or services by specific brand or trade name. Unless specifically designated in this Contract, whenever any material, process, or article is indicated or specified by grade, patent, or proprietary name or by name of manufacturer, such Specifications shall be deemed to be used for the purpose of facilitating the description of the material, process or article desired and shall be deemed to be followed by the words “or equal.”
Contractor may, unless otherwise stated, offer for substitution any material, process or article which shall be substantially equal or better in every respect to that so indicated or specified in this Contract. However, the Stadium Manager may have adopted certain uniform standards for certain materials, processes and articles. Contractor shall submit requests, together with substantiating data, for substitution of any “or equal” material, process or article no later than seven (7) calendar days prior to the bid submission deadline set forth in the Notice Inviting Bids as it may be amended. Provisions regarding submission of “or equal” requests shall not in any way authorize an extension of time for performance of this Contract. If a proposed “or equal” Levi’s Stadium Variable Frequency Drive
Replacements for Cooling Towers and Pumps Project
RFB Number: RFB-FY22-0042
3 CONTRACT

substitution request is rejected or submitted untimely, Contractor shall be responsible for providing the specified material, process or article. The burden of proof as to the equality of any material, process or article shall rest with Contractor.

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

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

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

3.3 Period of Performance.

3.3.1 Contract Time. Contractor shall perform and complete all Work under this Contract within ninety (90) days, beginning the effective date of the Notice to Proceed (“Contract Time”). Contractor shall perform its Work in strict accordance with any completion schedule, construction schedule or project milestones developed by the Stadium Manager. Such schedules or milestones may be included as part of Exhibits “A” or “B” attached hereto, or may be provided separately in writing to Contractor. Contractor agrees that if such Work is not completed within the aforementioned Contract Time and/or pursuant to any such completion schedule, construction schedule or project milestones developed pursuant to provisions of the Contract, it is understood, acknowledged and agreed that the Stadium Manager will suffer damage.

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

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

3.3.3 Liquidated Damages. Pursuant to Government Code Section 53069.85, Contractor shall pay to the Stadium Manager as fixed and liquidated damages the sum of Five Hundred Dollars ($500.00) per day for each and every calendar day of delay beyond the Contract Levi’s Stadium Variable Frequency Drive
Replacements for Cooling Towers and Pumps Project
RFB Number: RFB-FY22-0042
4 CONTRACT

Time or beyond any completion schedule, construction schedule or Project milestones established pursuant to the Contract.

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

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

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

3.7 Compensation and Payment.

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

3.7.2 Payment of Compensation. If the Work is scheduled for completion in thirty (30) or less calendar days, Stadium Manager will arrange for payment of the Total Contract Price upon completion and approval by Stadium Manager of the Work. If the Work is scheduled for completion in more than thirty (30) calendar days, Stadium Manager will pay Contractor on a -
Levi’s Stadium Variable Frequency Drive
Replacements for Cooling Towers and Pumps Project
RFB Number: RFB-FY22-0042
5 CONTRACT

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

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

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

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

3.7.6 Substitutions for Contract Retentions. In accordance with California Public Contract Code Section 22300, the Stadium Manager will permit the substitution of securities for any monies withheld by the Stadium Manager to ensure performance under the Contract. At the request and expense of Contractor, securities equivalent to the amount withheld shall be deposited with the Stadium Manager, or with a state or federally chartered bank in California as the escrow agent, and thereafter the Stadium Manager shall then pay such monies to Contractor Levi’s Stadium Variable Frequency Drive
Replacements for Cooling Towers and Pumps Project
RFB Number: RFB-FY22-0042
6 CONTRACT

as they come due. Upon satisfactory completion of the Contract, the securities shall be returned to Contractor. For purposes of this Section and Section 22300 of the Public Contract Code, the term “satisfactory completion of the contract ” shall mean the time the Stadium Manager has issued written final acceptance of the Work and filed a Notice of Completion as required by law and provisions of this Contract. Contractor shall be the beneficial owner of any securities substituted for monies withheld and shall receive any interest thereon. The escrow agreement used for the purposes of this Section shall be in the form provided by the Stadium Manager.

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

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

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

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

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

Levi’s Stadium Variable Frequency Drive
Replacements for Cooling Towers and Pumps Project
RFB Number: RFB-FY22-0042
7 CONTRACT

3.7.11 Hours of Work. Contractor is advised that eight (8) hours labor constitutes a legal day’s work. Pursuant to Section 1813 of the California Labor Code, Contractor shall forfeit a penalty of $25.00 per worker for each day that each worker is permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week, except when payment for overtime is made at not less than one and one -half (1-1/2) times the basic rate for that worker.

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

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

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

3.7.14.1 Division of Apprenticeship Standards (DAS) 140 Form (applicable if Total Contract Price is $30,000 or more). Contractor, on behalf of itself and its subcontractors, must provide a copy of DAS 140 forms filed with the appropriate apprenticeship Levi’s Stadium Variable Frequency Drive
Replacements for Cooling Towers and Pumps Project
RFB Number: RFB-FY22-0042
8 CONTRACT

committee(s) the earlier of Contractor’s first application for payment for Work performed under this Contract or ten (10) days of Contract execution.

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

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

3.7.14.4 Certified Payroll Records; Statement of Compliance.

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

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

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

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

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

3.8 Performance of Work; Jobsite Obligations.

3.8.1 Water Quality Management and Compliance.

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

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

3.8.1.3 Other Water Quality Rules Regulations and Policies.

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

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

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

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

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

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

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

3.8.3 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting Levi’s Stadium Variable Frequency Drive
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the performance of the Contract or the Work, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Work. If Contractor observes that the drawings or specifications are at variance with any law, rule or regulation, it shall promptly not ify the Stadium Manager in writing. Any necessary changes shall be made by written change order. Stadium Manager shall further comply with all requirements specified in the Stadium Manager’s Procurement and Contract Process Integrity and Conflict of Interest Guidelines, which are attached hereto as Exhibit “G” and incorporated herein by this reference. If Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the Stadium Manager , Contractor shall be solely responsible for all costs arising therefrom. Stadium Manager may be subject to certain provisions of the Health & Safety Code, Government Code, Public Contract Code, and Labor Code of the State. It is stipulated and agreed that all provisions of the law applicable to the public contracts of a municipality are a part of this Contract to the same extent as though set forth herein and will be complied with. Contractor shall defend, indemnify and hold the Indemnified Parties (defined below) free and harmless, pursuant to the indemnification provisions of this Contract, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

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

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

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

3.8.7 Underground Utility Facilities. To the extent required by Section 4215 of the California Government Code, Stadium Manager shall compensate Contractor for the costs of:

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(1) locating and repairing damage to underground utility facilities not caused by the failure of Contractor to exercise reasonable care; (2) removing or relocating underground utility facilities not indicated in the construction drawings; and (3) equipment necessarily idled during such work.

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

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

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

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

3.10 Claims; Government Code Claim Compliance.

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

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

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

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

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

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

3.10.3.3 Chronology of events and correspondence

3.10.3.4 Analysis of claim merit

3.10.3.5 Analysis of claim cost

3.10.3.6 Time impact analysis in CPM format

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

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

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

3.10.4.1 If Stadium Manager needs approval from its governing body to provide the Contractor a written statement identifying the disputed portion and the undisputed portion of the claim, and the governing body does not meet within the 45 days or within the mutually agreed to extension of time following receipt of a claim sent by registered mail or certified mail, return receipt requested, Stadium Manager shall have up to three days following the next duly publicly noticed meeting of the governing body after the 45-day period, or extension, expires to provide the Contractor a written statement identifying the disputed portion and the undisputed portion.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor shall be barred from bringing and maintaining a valid lawsuit against the Stadium Manager. A Government Code claim must be filed no earlier than the date the work is completed or the date the Contractor last performs work on the Project, whichever occurs first. A Government Code claim shall be inclusive of all unresolved claims unless a new unrelated claim arises after the Government Code claim is submitted.

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

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

3.12 Indemnification.

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

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

3.13 Insurance.

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

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

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

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

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

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

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

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

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

3.13.3.3 Workers’ Compensation and Employer’s Liability Coverage.

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

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

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

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

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

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

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

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

3.14 Bond Requirements.

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

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

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

3.14.4 Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in California Code of Civil Procedure Section 995.120, shall be accepted. If a California-admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the Stadium Manager.

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

3.16 Employee/Labor Certifications.

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

3.16.2 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.

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

3.17 General Provisions.

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

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

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

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

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

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

3.17.4 Contract Interpretation. Should any question arise regarding the meaning or import of any of the provisions of this Contract or written or oral instructions from Stadium Manager, the matter shall be referred to Stadium Manager’s Representative, whose decision shall be binding upon Contractor.

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

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

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

STADIUM MANAGER:

Forty Niners Stadium Management Company LLC
4900 Marie DeBartolo Way
Santa Clara, CA 95054
Attn: Ryan van Maarth, Vice President, Stadium Projects & Planning
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With copy to:

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

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

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

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

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

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

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

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

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

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

3.17.16 Certification of License.

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

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

Box 26000, Sacramento, California 95826.

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

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

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

3.17.20 Stadium Manager’s Right to Employ Other Contractors . Stadium Manager reserves right to employ other contractors in connection with this Project or other projects.

[SIGNATURES ON NEXT PAGE]
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SIGNATURE PAGE FOR CONSTRUCTION CONTRACT

BETWEEN THE FORTY NINERS STADIUM MANAGEMENT COMPANY LLC AND [***INSERT CONTRACTOR NAME***]

IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the [***INSERT DAY***] day of [***INSERT MONTH***], [***INSERT YEAR***].

FORTY NINERS STADIUM [ INSERT NAME OF CONTRACTOR]

MANAGEMENT COMPANY LLC

By: By:

Jim Mercurio
EVP & General Manager Its:

Printed Name:

License No.:

(CONTRACTOR’S SIGNATURE MUST BE

NOTARIZED AND CORPORATE

SEAL AFFIXED, IF APPLICABLE)

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EXHIBIT “A”

SERVICES / SCHEDULE

SUMMARY

1. This Project replaces VFDs, with the addition of a bypass, for four (4) cooling tower cells.

The existing VFDs serving the cooling towers and pumps are ABB.

SCOPE OF WORK

1. Base Bid Scope: Cooling Towers
a. Contractor shall replace the existing VFDs with new VFDs, including bypass, for:
i. Four (4) existing cooling towers – CT-1, CT-2, CT-3, and CT-4 b. Maintain existing integration of VFDs with existing building Automated Logic Controls system including notification of bypass initiation.
c. Refer to the Plans and Specifications attached hereto as Exhibit “B” and incorporated herein by this reference.

2. Contractor shall provide all materials, equipment, tools, labor, supervision, and project management necessary to complete the Project.

3. Locations of cooling towers and pumps as well as equipment schedule are shown within the reference plans provided. Refer to Exhibit “A-1” for photos of existing installations.

PERMITS
The Stadium Manager has obtained a Building Permit from the City of Santa Clara for this Project, BLD22-65901. Contractor shall pick up the Building Permit at the City of Santa Clara Permit Center, located at 1500 Warburton Avenue, Santa Clara, CA 95050 prior to starting any Work on the Project.

GENERAL REQUIREMENTS

1. Contractor shall provide protection for all existing building components beneath and around the Work. Any damage to existing building components caused by Contractor shall be immediately repaired or replaced at Contractor’s sole expense in a manner acceptable to and approved prior to repair by Stadium Manager.

2. In all active Work areas, Contractor shall provide, install and maintain all necessary barricades and warnings to prohibit pedestrian access into any affected Work area. This not only includes areas surrounding the Work, but also includes areas below the Work. Levi’s Stadium is an active building containing employees, guests, and other contractors on a daily basis. Contractor shall be responsible for keeping others out of its active Work areas and preventing the exposure of others to material generated within the Work area, both around and below.

3. Cleaning and Protection
a. At end of each workday, remove rubbish, empty cans, rags, and other discarded materials from Project site. Secure, locate and position all unused materials and equipment, including man lifts, to the satisfaction of Stadium Manager.

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b. Protect all adjacent equipment, material and property. c. Upon completion of the Work, remove unused materials, debris, containers, footing forms and equipment from the Project site. Remove protective coverings and clean the exposed surfaces of the Work to remove dirt, stains and other substances, by methods as recommended by manufacturers.

MATERIALS

1. Contractor shall replace VFDs, with bypass, in accordance with the requirements specified in this Exhibit “A” and the Plans and Specifications attached hereto as Exhibit “B”.

2. Refer to the Notice Inviting Bids regarding requirements associated with “or-equal” substitutions. Contractor shall be solely responsible for ensuring and verifying the parts, equipment, and materials required to complete all Work on the Project, including any approved “or-equal” substitutes, are compatible with existing equipment.

SUBMITTALS

1. Contractor shall submit parts, equipment, and materials identified in the “Materials” section of this document to the Stadium Manager or its designee for review and approval.

INSTALLATION

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

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

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

SCHEDULE

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

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EXHIBIT “A-1”

PHOTOS OF COOLING TOWER AND PUMP VFDS

COOLING TOWER VFDs

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OPEN LOOP PUMP VFDs

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CLOSED LOOP PUMP VFDs

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EXHIBIT “B”

PLANS AND SPECIFICATIONS
The following Plans and Specifications are incorporated herein by reference as if set forth in their entirety:

1. VFD Replacements for Cooling Tower Pumps dated June 22, 2022 by HKS and ME Engineers and available via the following link: .

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EXHIBIT “C”

SPECIAL CONDITIONS

ARTICLE 1. BONDS
Within fourteen (14) calendar days from the date the Contractor is notified of award of the Contract, the Contractor shall deliver to the Stadium Manager four identical counterparts of the Performance Bond and Payment Bond on the form s supplied by the Stadium Manager and included as Exhibit “F” to the Contract. Failure to do so may, in the sole discretion of Stadium Manager, result in the forfeiture of Contractor’s bid security. The surety supplying the bond must be an admitted surety insurer, as defined in Code of Civil Procedure Section 995.120, authorized to do business as such in the State of California and satisfactory to the Stadium Manager. The Performance Bond and the Payment Bond shall be for one hundred percent (100%) of the Total Contract Price.

ARTICLE 2. STADIUM MANAGER’S REPRESENTATIVE
For purposes of this Project unless otherwise modified by the Stadium Manager , the Stadium Manager’s Representative shall be: Stadium Manager’s Vice President, Stadium Projects and Planning or designee.

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

1. December 11, 2022

2. December 24, 2022

3. January 7, 2023

4. May 6, 2023

5. May 17, 2023

6. June 10, 2023

7. July 2, 2023

8. July 28-29, 2023

9. August 30, 2023

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10. September 16, 2023
In addition to the foregoing known event dates, the Stadium Manager reserves the right to add up to three (3) additional event dates the addition of which shall not constitute cause for additional time or compensation to be added to the Contract.

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

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

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

ARTICLE 5. NOISE RESTRICTIONS
Contractor shall use only such equipment on the Work and in such state of repair so that the emission of sound therefrom is within the noise tolerance level of that equipment as established by Cal/OSHA.

Contractor shall comply with the most restrictive of the following: (1) local sound control and noise level rules, regulations and ordinances and (2) the requirements contained in this Contract, including hours of operation requirements.

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

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

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

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EXHIBIT “D”

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

[***INSERT CONTRACTOR NAME***]

By: _________________________
S ignature

_________________________
Name (Print)

_________________________
Title (Print)

---

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EXHIBIT “E”

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

DIR Registration Number:

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

Name of Contractor
Signature
Name and Title
Dated

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

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EXHIBIT “F”

PAYMENT AND PERFORMANCE BONDS

ATTACHED BEHIND THIS PAGE

Levi’s Stadium Variable Frequency Drive
Replacements for Cooling Towers and Pumps Project
RFB Number: RFB-FY22-0042
37 CONTRACT

PERFORMANCE BOND
KNOW ALL PERSONS BY THESE PRESENTS:

THAT WHEREAS, the Forty Niners Stadium Management Company LLC, (hereinafter referred to as “Stadium Manager”) has awarded to _________________________ (hereinafter referred to as the “C ontractor”) an agreement for the Levi’s Stadium Variable Frequency Drive Replacements for Cooling Towers and Pumps Project (hereinafter referred to as the “Project”).

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

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

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

As a part of the obligation secured hereby and in addition to the face amount specified therefore, there shall be included costs and reasonable expenses and fees including reasonable attorney’s fees, incurred by Stadium Manager in enforcing such obligation.

As a condition precedent to the satisfactory completion of the C ontract Documents, unless otherwise provided for in the Contract Documents, the above obligation shall hold good for a period of one (1) year after the acceptance of the work by Stadium Manager, during which time if Contractor shall fail to make full, complete, and satisfactory repair and replacements and totally protect the Stadium Manager from loss or damage resulting from or caused by defective materials or faulty workmanship. The obligations of Surety hereunder shall continue so long as any obligation of Contractor remains. Nothing herein shall limit the Stadium Manager ’s rights or the Contractor or Surety’s obligations under the Contract, law or equity, including, but not limited to, California Code of Civil Procedure Section 337.15.

Levi’s Stadium Variable Frequency Drive
Replacements for Cooling Towers and Pumps Project
RFB Number: RFB-FY22-0042
38 CONTRACT

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

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

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

The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project.

By their signatures hereunder, Surety and Contractor hereby confirm under penalty of perjury that surety is an admitted surety insurer authorized to do business in the State of California. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

Levi’s Stadium Variable Frequency Drive
Replacements for Cooling Towers and Pumps Project
RFB Number: RFB-FY22-0042
39 CONTRACT

IN WITNESS WHEREOF, we have hereunto set our hands and seals this _______ day of ______________, 20___.
(Corporate Seal)
Contractor/ Principal
By
Title
(Corporate Seal)
Surety
By
Attorney-in-Fact
Signatures of those signing for the Contractor and Surety must be notarized and evidence of corporate authority attached.

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

The rate of premium on this bond is ____________ per thousand. The total amount of premium charges is $_______________________________.
(The above must be filled in by corporate attorney.)

THIS IS A REQUIRED FORM
Any claims under this bond may be addressed to:
(Name and Address of Surety) ___________________________________________ ___________________________________________
___________________________________________
(Name and Address of Agent or ___________________________________________ Representative for service of ___________________________________________ process in California, if different ___________________________________________ from above)
(Telephone number of Surety ___________________________________________ and Agent or Representative for
service of process in California)

Levi’s Stadium Variable Frequency Drive
Replacements for Cooling Towers and Pumps Project
RFB Number: RFB-FY22-0042
40 CONTRACT

Notary Acknowledgment
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA
COUNTY OF ______________
On , 20___, before me, _______________________________, Notary Public, personally

appeared , who proved to me on the basis of satisfactory

evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature of Notary Public

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT  Individual
 Corporate Officer

Title(s) Title or Type of Document
 Partner(s)  Limited
 General Number of Pages
 Attorney-In-Fact
 Trustee(s)
 Guardian/Conservator Date of Document
 Other:

Signer is representing:

Name Of Person(s) Or Entity(ies)

Signer(s) Other Than Named Above

Levi’s Stadium Variable Frequency Drive
Replacements for Cooling Towers and Pumps Project
RFB Number: RFB-FY22-0042
41 CONTRACT

PAYMENT BOND
KNOW ALL MEN BY THESE PRESENTS That
WHEREAS, the Forty Niners Stadium Management Company LLC (hereinafter designated as the “Stadium Manager”), by action taken or a resolution passed ___________________ , 20_____, has awarded to ________________________ hereinafter designated as the “Principal,” a contract for the work described as follows: Levi’s Stadium Variable Frequency Drive Replacements for Cooling Towers and Pumps Project (the “Project”); and WHEREAS, said Principal is required to furnish a bond in connection with said contract; providing that if said Principal or any of its Subcontractors shall fail to pay for any materials, provisions, provender, equipment, or other supplies used in, upon, for or about the performance of the work contracted to be done, or for any work or labor done thereon of any kind, or for amounts due under the Unemployment Insurance Code or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of said Principal and its Subcontractors with respect to such work or labor the Surety on this bond will pay for the same to the extent hereinafter set forth.

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

THE CONDITION OF THIS OBLIGATION IS SUCH that if said Principal, his or its subcontractors, heirs, executors, administrators, successors or assigns, shall fail to pay any of the persons named in Civil Code Section 9100, fail to pay for any materials, provisions or other supplies, used in, upon, for or about the performance of the work contracted to be done, or for any work or labor thereon of any kind, or amounts due under the Unemployment Insurance Code with respect to work or labor performed under the contract, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department or Franchise Tax Board from the wages of employees of the contractor and his subcontractors pursuant to Revenue and Taxation Code Section 18663, with respect to such work and labor the Surety or Sureties will pay for the same, in an amount not exceeding the sum herein above specified, and also, in case suit is brought upon this bond, all litigation expenses incurred by the Stadium Manager in such suit, including reasonable attorneys’ fees, court costs, expert witness fees and investigation expenses.

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

It is further stipulated and agreed that the Surety on this bond shall not be exonerated or released from the obligation of this bond by any change, extension of time for performance, addition, alteration or modification in, to, or of any contract, plans, specifications, or agreement pertaining or relating to any scheme or work of improvement herein above described, or pertaining or relating to the furnishing of labor, materials, or equipment therefore, nor by any change or modification of any terms of payment or extension of the time for any payment pertaining or relating to any scheme or work of improvement herein above described, nor by any rescission or attempted rescission or attempted rescission of the contract, agreement or bond, nor by any conditions

Levi’s Stadium Variable Frequency Drive
Replacements for Cooling Towers and Pumps Project
RFB Number: RFB-FY22-0042
42 CONTRACT

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

By their signatures hereunder, Surety and Principal hereby confirm under penalty of perjury that surety is an admitted surety insurer authorized to do business in the State of California.

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

Signatures of those signing for the Contractor and Surety must be notarized and evidence of corporate authority attached.

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

Levi’s Stadium Variable Frequency Drive
Replacements for Cooling Towers and Pumps Project
RFB Number: RFB-FY22-0042
43 CONTRACT

STATE OF CALIFORNIA
COUNTY OF ______________
On , 20___, before me, _______________________________, Notary Public, personally

appeared , who proved to me on the basis of satisfactory

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

WITNESS my hand and official seal.

Signature of Notary Public

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT  Individual
 Corporate Officer

Title(s) Title or Type of Document
 Partner(s)  Limited
 General Number of Pages
 Attorney-In-Fact
 Trustee(s)
 Guardian/Conservator Date of Document
 Other:

Signer is representing:

Name Of Person(s) Or Entity(ies)

Signer(s) Other Than Named Above

Levi’s Stadium Variable Frequency Drive
Replacements for Cooling Towers and Pumps Project
RFB Number: RFB-FY22-0042
44 CONTRACT

EXHIBIT “G”

PROCUREMENT AND CONTRACT PROCESS INTEGRITY AND CONFLICT OF INTEREST

GUIDELINES

1 PURPOSE

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

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

2 DEFINITIONS

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

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

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

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

3 GENERAL PROVISIONS

3.1 COMMUNICATION PROTOCOL

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

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

3.1.3 After Submission Deadline of Solicitations and prior to Issuance of a Notice of Intended Award: After the submission deadline of Solicitations, all contact regarding the procurement between respondents and the Stadium Manager and participants in the evaluation process, who are not Stadium Manager employees or representatives, must be directed to the procurement

Levi’s Stadium Variable Frequency Drive
Replacements for Cooling Towers and Pumps Project
RFB Number: RFB-FY22-0042
45 CONTRACT

contact designated in the Solicitation. Stadium Manager staff and consultants will refer all inquiries to the procurement contact identified in the Solicitation document.

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

3.1.5 After Completion of Protest Period: After completion of the protest period contact between prospective respondents and Stadium Manager staff, consultants and City of Santa Clara elected officials is permissible.

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

5 CONFIDENTIALITY DURING EVALUATION PROCESS

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

6 CONFLICT OF INTEREST

6.1 Elected officials, appointed officials, their staffs, and Stadium Manager employees and consultants are expected to avoid any conflicts of interest. Further, such individuals should avoid the appearance of conflicts of interest in order to ensure that Stadium Manager decisions are made in an independent and impartial manner. In general, the designated Stadium Manager procurement contact, in consultation with the Stadium Manager’s Chief Financial Officer (“CFO”) shall t ake measures to ensure that the Stadium Manager avoid any conflict of interests in procurement processes of Stadium Manager contracts. Specifically, these measures include that:

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

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

Levi’s Stadium Variable Frequency Drive
Replacements for Cooling Towers and Pumps Project
RFB Number: RFB-FY22-0042
46 CONTRACT

7 ALLEGATIONS OF CONFLICT OF INTEREST

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

8 ALLEGATIONS OF MISCONDUCT

8.1.1 At any time during a Solicitation process, any misconduct by a Stadium Manager employee, consultant, or other participant in the pre-Solicitation and Solicitation process, shall be reported to the CFO. The CFO shall investigate the alleged misconduct, in consultation with the procurement contact, and others, as appropriate. Nothing in these guidelines is intended to prohibit anyone from communicating with the CFO or legal department about any alleged misconduct.

Levi’s Stadium Variable Frequency Drive
Replacements for Cooling Towers and Pumps Project
RFB Number: RFB-FY22-0042
47 CONTRACT

EXHIBIT “H”

LEVI’S STADIUM JOBSITE RULES

The Contractor (to include all contractors, vendors, subcontractor and employees of each) shall adhere to the following rules while on site:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Levi’s Stadium Variable Frequency Drive
Replacements for Cooling Towers and Pumps Project
RFB Number: RFB-FY22-0042
48 CONTRACT

14. Contractor Equipment / Vehicles – Contractor shall coordinate delivery and use of all equipment brought and used on site (owned or rented) with the Stadium Manager prior to Project. Equipment shall display markings identifying the following information for each piece of equipment while on site:

• Contractor’s Company Name
• Contractor’s Equipment Contact
• Contact Phone Number
• Duration On-Site (i.e. 06/02/21- 06/15/21)
Equipment requiring this information includes, but is not limited to, the following types of equipment:

• Material Handling Equipment (such as Forklifts and Pallet Jacks) • Golf Carts
• Flatbeds
• Manlifts
• Vehicles
• Job Boxes
• Trailers
• Other Equipment
Anyone operating this equipment must have the proper certifications, operate them in compliance with Cal/OSHA standards, and shall follow any Stadium Manager safety protocols.

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

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

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

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

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

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

Levi’s Stadium Variable Frequency Drive
Replacements for Cooling Towers and Pumps Project
RFB Number: RFB-FY22-0042
49 CONTRACT

4. Posting a photograph of a supervisor, manager, co-worker (including players and coaches in non-public settings), vendor, supplier, or client without that individual's express permission.

Violations of this policy may result in disciplinary action up to and including removal from the jobsite. Please contact the Stadium Manager if you have any questions about this policy.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-381 Agenda Date: 3/21/2023

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Report from the Stadium Authority for Action Regarding Stadium Manager’s Request to Award Agreement to Blocka Construction Inc. to Replace the Variable Frequency Drives for Cooling Towers and Pumps at Levi’s Stadium (Variable Frequency Drive(s) CapEx Project) and Related Budget Amendment

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

The Stadium Manager is requesting approval for the following actions related to the Variable Frequency Drive(s) Capital Expense (CapEx) Project:

1. Award a one-time agreement to Blocka Construction Inc. in the amount of $118,000 to replace the variable frequency drive for cooling towers and pumps at Levi’s Stadium;

2. Approve a budget amendment to increase the total budget amount for this CapEx project by $22,434, from $107,366 to $129,800. The Stadium Authority FY 2023/24 CapEx Budget includes $107,366 for the Variable Frequency Drive(s) CapEx line item;

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

4. Authorize the Stadium Manager to execute change orders up to $11,800 for a total not to exceed construction agreement amount of $129,800.

City of Santa Clara Printed on 3/16/2023Page 1 of 4
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23-381 Agenda Date: 3/21/2023
A variable frequency drive is a device used in a drive system that controls speed and torque by varying the frequency of the input electricity. The variable frequency drives that are being replaced are for the cooling towers, which control the cooling functions for the Stadium.

The proposed budget amendment will cover the costs of the one-time agreement ($118,000) and a 10% contingency for change orders ($11,800).

DISCUSSION
Stadium Authority staff reviewed the Stadium Manager’s Recommendation for Award memo (attached to corresponding report #23-376) and supporting documents for consistency against the Stadium Authority Procurement Policy and Santa Clara City Code Chapter 2.105.140(d) (Competitive requirements for purchases - Formal request for bids). The Stadium Manager’s Request for Bids (RFB) received four bids and the Stadium Manager is recommending award to the lowest responsible and responsive bid (Blocka Construction Inc.). As explained in the Recommendation memo, the two lowest bidders were deemed nonresponsive.

Based on the documentation provided and additional discussions with the Stadium Manager, staff recommends approval of the Stadium Manager’s request to award a one-time agreement to Blocka Construction Inc. in the amount of $118,000 for the Variable Frequency Drive(s) CapEx Project and approval of a budget amendment to increase the existing line item in the Stadium Authority FY 2023/24 CapEx Budget by $22,434 to $129,800.

Regarding the Stadium Manager’s request for authority to execute any and all documents related to the project and change orders up to $11,800 for a total not to exceed construction agreement amount of $129,800, staff recommends that the authority be delegated instead to the Executive Director’s Office. Currently, the Executive Director has no delegated authority under the Stadium Authority Procurement Policy; however, staff is presenting an Ordinance for Council adoption as part of the March 21, 2023 agenda that will provide the Executive Director with delegated authority to enter into contracts with amounts up to one hundred thousand dollars ($100,000) as allocated to and authorized by the Stadium Authority by adoption of the annual budget. While the contract and contingency together exceed the $100,000 threshold, staff recommends providing the Executive Director’s Office with authority to approve the Stadium Manager’s execution of all documents related to CapEx projects and change orders up to $11,880 to achieve the expediency that the Stadium Manager seeks.

In addition, per Paragraph 4(b) of the Settlement Agreement, the Stadium Authority reserves all rights to confirm and dispute charges by and payments to the Stadium Manager during a fiscal year-end reconciliation/true-up, including but not limited to changes based on improper allocation, calculation, lack of support, or failure to comply with the Parties’ contracts or California law. The Stadium City of Santa Clara Printed on 3/16/2023Page 2 of 4
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23-381 Agenda Date: 3/21/2023
Authority may raise related questions before the fiscal year-end reconciliation/true-up, which the Stadium Manager agrees to assess and respond to in good faith.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(a) as it has no potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment.

FISCAL IMPACT
The FY 2022/23 CapEx Budget contains $133,000 for the Variable Frequency Drive(s) CapEx Project and the FY 2023/24 CapEx Budget contains $107,366 for the line item. The Stadium Manager has incurred costs for the project in FY 2022/23 related to a HKS Architects task order for design work ($29,550), City of Santa Clara permit fees ($1,144), and San Jose Mercury News publication fees ($215). There are sufficient funds in the FY 2022/23 CapEx line item to cover these costs. The Stadium Manager has an existing agreement with HKS Architects, Inc., which was approved by the Stadium Authority Board on November 9, 2021, for design work. The Stadium Manager also received Board approval on July 13, 2021 to publish legal notices in the San Jose Mercury News and Santa Clara Weekly for various solicitations.

The requested agreement and related 10% contingency will total $129,800 and require a budget amendment to increase the FY 2023/24 line item by $22,434 to a total budget amount of $129,800.

The table below summarizes the budget amendment as discussed above:

CapEx Project Adopted
Budget
Increase/
(Decrease)
Amended
Budget
Variable Frequency Drive Replacement for
Cooling Towers and Pumps CapEx Project
$107,366 $22,434 $129,800
Capital Expense Reserve $6,165,085 ($22,434) $6,142,651 Together, the incurred FY 2022/23 costs and anticipated FY 2023/24 agreement and contingency costs will total $160,709 for the Variable Frequency Drive(s) CapEx Project.

COORDINATION
This report has been coordinated with the City’s Purchasing Manager, Stadium Treasurer’s and Stadium Counsel’s Office.

RECOMMENDATION

1. Approve a budget amendment for the Variable Frequency Drive(s) line item in the Stadium Authority FY 2023/24 CapEx Budget to increase the budget by $22,434 from the Capital City of Santa Clara Printed on 3/16/2023Page 3 of 4
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23-381 Agenda Date: 3/21/2023
Expense Reserve;

2. Approve the Stadium Manager’s request to award a one-time agreement to Blocka Construction Inc. in the amount of $118,000 to replace the variable frequency drives for cooling towers and pumps at Levi’s Stadium (Variable Frequency Drive(s) CapEx Project);

3. Authorize the Executive Director’s Office, consistent with properly delegated authority or existing policy, to approve the Stadium Manager’s execution of any and all documents associated with, and necessary for the award, completion, and acceptance of the project; and

4. Authorize the Executive Director’s Office, consistent with properly delegated authority or existing policy, to approve the Stadium Manager’s execution of change orders for the agreement up to $11,800, for a total not to exceed construction agreement amount of $129,800.

Reviewed by: Christine Jung, Assistant to the Executive Director Approved by: Office of the Executive Director
City of Santa Clara Printed on 3/16/2023Page 4 of 4
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-66 Agenda Date: 3/21/2023

REPORT TO COUNCIL

SUBJECT
Action on Appointment of Members to the Santa Clara Station Area Plan Task Force (SATF)

COUNCIL PILLAR
Promote and Enhance Economic, Housing and Transportation Development

BACKGROUND
On September 13, 2022, the City Council approved the Cooperative Agreement between the City of Santa Clara and the Valley Transportation Authority (VTA) for the preparation of the Santa Clara Station Area Specific Plan. As presented at the hearing, the community engagement strategy includes the formation of a Station Area Task Force (SATF).

On December 6, 2022, the City Council reviewed the recommended Task Force and appointed the following seven members:
§ Jonathon Evans - Representative of Old Quad Residents Association (OQRA) § Dan Ondrasek - Representative of Reclaiming Our Downtown (ROD) § Dave Schoenwetter - Representative of Santa Clara University § Patricia Leung - Representative of the Historical and Landmarks Commission § Candida Diaz - Representative of the Cultural Commission § Rob Mayer - Architect and Santa Clara resident
§ Jane Casamajor - Representative of the Bicycle Pedestrian Advisory Committee The City Council also voted to include four additional members on the Task Force, with one a representative of the S.E.S Portuguese Hall of Santa Clara and with three, to be selected through an application process, to include a transportation advocate, a representative from the business community, and an at-large community member.

The initial application was open from December 16, 2022 through January 10, 2023. A total of 111 applications were submitted. Due to the high number of applications, staff asked the applicants to complete a secondary application with four supplemental questions. The secondary application was open from January 20, 2023 through January 30, 2023. A total of 31 of the initial applicants completed the supplemental questions (Attachment 1), distributed as follows:
· 8 Transportation Advocate applicants
· 10 Business Community applicants
· 13 At-Large applicants
Staff also contacted the S.E.S. Portuguese Hall to recruit a representative for the Task Force.

City of Santa Clara Printed on 3/16/2023Page 1 of 3
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23-66 Agenda Date: 3/21/2023
However, a representative of the S.E.S. Portuguese Hall informed staff that no members of the Hall were available to participate.

DISCUSSION
Based upon the responses provided in the 31 supplemental applications, staff is recommending the following appointees in each category. Staff recommends the appointment of two at-large members as representatives from the S.E.S. Portuguese Hall of Santa Clara were available to serve on the Task Force.

Jill Hough, Transportation Advocate
Jill Hough is a professional transportation planner with a background in sustainable transportation.

Dylan Plane, Business Community
Dylan Plane is a real estate professional with a background in land use and development.

Michael Stockwell, At-Large
Michael Stockwell is the Chairman of the South Bay Historical Railroad Society.

Shruti Mirashi, At-Large
Shruti Mirashi is a Santa Clara resident and served as the Chair of the Redistricting Commission.

Following City Council appointment of the additional SATF members, the SATF will commence meeting in order to select a representative to participate in the interview process to select a consultant to support the preparation of the Santa Clara Station Area Specific Plan.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(b)(5) in that it is a governmental organizational or administrative activity that will not result in direct or indirect changes in the environment. The Santa Clara Station Area Plan will undergo environmental review and an environmental document will be brought to the City Council at the time when the Council considers the Plan.

FISCAL IMPACT
There is no fiscal impact to the City for appointing the Santa Clara Station Area Plan Task Force other than administrative staff time and expense.

COORDINATION
This report has been coordinated with the City Attorney’s Office.

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

City of Santa Clara Printed on 3/16/2023Page 2 of 3
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23-66 Agenda Date: 3/21/2023

ALTERNATIVES

1. Appoint four additional Task Force members including: Jill Hough - Transportation Advocate, Dylan Plane - Business Community, Michael Stockwell - At-Large, Shruti Mirashi - At-Large.

2. Appoint four additional Task Force Members different from those recommended in Alternative 1 from the pool of 31 supplemental applications received

RECOMMENDATION

1. Appoint four additional Task Force members including: Jill Hough - Transportation Advocate, Dylan Plane - Business Community, Michael Stockwell - At-Large, Shruti Mirashi - At-Large.

Reviewed by: Andrew Crabtree, Community Development Director Approved by: Office of the City Manager

ATTACHMENTS

1. Supplemental Applications
City of Santa Clara Printed on 3/16/2023Page 3 of 3
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From: Michael Stockwell
To: Rebecca Bustos
Subject: Re: Santa Clara Station Area Task Force - Supplemental Application Questions Date: Tuesday, January 31, 2023 7:49:12 PM
Hi Rebecca,
Thank you for the opportunity to respond.
1, Please tell us in a few sentences why are you interested in being a Task Force member? As the Chairman of the Board for the South Bay Historical Railroad Society, I am interested in being on this Task Force to help maintain and preserve the historical integrity of the Santa Clara Station Area.
2, What knowledge or experience do you have that would contribute to this task force? The South Bay Historical Railroad Society is responsible for ensuring the protection of the depots listed on the National Register of Historic Places along the Caltrain line, this includes
the Santa Clara depot. SBHRS and its members have worked for over 30 years to preserve and protect the depot and the surrounding area. I have been on the board of directors for 15 years and the Chairman of the Board for the past 2 years and
have an understanding of the
responsibilities and challenges of working within the historic preservation community.

SBHRS reviews and approves a multitude of tasks that different agencies wish to do. These can be as small as placing a sign in one of the depots or repairing or replacing a roof and painting the structure, to being involved in very large projects, such as the electrification of the railroad line and the platform separation and construction of the underground tunnel that was completed in 2012.
3, In your opinion, what would be a successful outcome of this task force? A vibrant and functional transit hub which preserves and represents the historical fabric that makes the City of Santa Clara a rich part of California history. 4, Please tell us in a few sentences why you should be selected to be a member of this Task Force?

Due to Depot being on the National Registry of Historical Places, and the South Bay Historical Railroad Society being the overseer of the building and surrounding area, I believe I should be selected to the Task Force to assist in a new vision that addresses the current and future needs of commuters at the same time preserves and maintains the history of the area.

This is best done during the planning phases.

Thank you,
Michael Stockwell
Chairman

South Bay Historical Railroad Society
On Tue, Jan 31, 2023 at 4:25 PM Rebecca Bustos <[email protected]> wrote:

Hi Michael,
4:-:-.::--,_
:. ~" .:\ City of ~-.:__j' Santa Clara Community Development Department 1·1,_.c,:111,-·,-' ' ,,,, .,,_,.,, .,,_h•;i:.:1,•
Applicant Information
Santa Clara Station Area Task Force (SATF) Application
Thank you for subm tt ng your app cat on to be a part of the Santa Cara Stat on Area Task Force (SATF). We rece ved an ovel"Mle m ng response to the app cat on request. If you WJU d st ke to part c pate n the Task Force se ect on process, p ease prov de your responses to the fo owng quest ons by Monday, January 30 at 5:00 p.m. Based on the responses rece ved, staff w narrow dow, the number of app cants for the C ty Counc to choose from for appo ntment at an upcom ng hear ng.

For your reference , the SATF sane even-member adv sory body appo nted by the C ty Counc . The SATF s adv sory, non-vot ng and w meet approx mate y once a rronth over the approx mate tWJ-year Santa Cara Stat on Area Spec f c Pan p ann ng process. The purpose of the SATF s to prov de nput on the vs on, and use, crcu aton, and urban des gn aspects of the Spec f c Pan, as we as key po cy ssues.

Name *
Address *
Phone# *
Email *
Position *

1. Please tell us in a few sentences
why are you interested in being a
Task Force member? *

2. What knowledge or experience do
you have that would contribute to
this task force? *

3. In your opinion, what would be a
successful outcome of this task
force? *

4. Please tell us in a few sentences
why you should be selected to be a
member of this Task Force? *
Shrut Mrash
Slreet Address
A<ttess Line 2
Qty
Santa Cara
RlStal I Zip Oxle
95054
-
State/ A'o,,i'lce / R3gia,
Ca forna
Quitry
Un ted States
Rease select the Santa Ca-a Stalial Area Task Force position yoo a-e irterested in rE!l)'esenting
Transportat on Advocate
I am nterested because I want to be an nvo ved ct :ren of the c ty I ve n and make use of sk s I have acqu red for the benef t of the cty.

I be eve that my background n C v & Structura eng neer ng and my exp er ence WJrk ng w th the c ty staff as the Cha r of the Red str ct ng Comm ss on puts me n a un que post on to adv se effect ve y as a Transportat on or At arge advocate. And me be ng pass onate about eff cent transportat on systems s an add on.

Be ng ab e to successfu y present var ed perspect ves and nputs eff cent y so that counc members can take we nformed dee son 'Ml e creat ng po c es
Because I am n ce and am ab e to take data backed dee son due to my pr or WJrk exper ence.
4:-:-.::--,_
:. ~" .:\ City of ~-.:__j' Santa Clara Community Development Department 1·1,_.c,:111,-·,-' ' ,,,, .,,_,.,, .,,_h•;i:.:1,•
Applicant Information
Santa Clara Station Area Task Force (SATF) Application
Thank you for subm tt ng your app cat on to be a part of the Santa Cara Stat on Area Task Force (SATF). We rece ved an ovel"Mle m ng response to the app cat on request. If you WJU d st ke to part c pate n the Task Force se ect on process, p ease prov de your responses to the fo owng quest ons by Monday, January 30 at 5:00 p.m. Based on the responses rece ved, staff w narrow dow, the number of app cants for the C ty Counc to choose from for appo ntment at an upcom ng hear ng.

Name *
Address *
Phone# *
Email*
Position *
J H:>ugh
Slreet Address
A<ttess Line 2
Qty
San J:>se
RlStal I Zip Oxle
95118
-
State/ A'o,,i'lce / R3gia,
CA
Quitry
Un ted States
Rease select the Santa Ca-a Stalial Area Task Force position yoo a-e irterested in rE!l)'esenting
Transportat on Advocate

1. Please tell us in a few sentences
why are you interested in being a
Task Force member? *

2. What knowledge or experience do
you have that would contribute to
this task force? *

3. In your opinion, what would be a
successful outcome of this task
force? *
As a ong t me South Bay Area res dent of mu t p e decades - as we as a seasoned sen or transportat on p anner - I have seen the area transform around growth as we as the mount ng cha enges to p an a tru y susta nab e transportat on - the four p ars of wh ch are and use, transportat on serv ces, econom c access b ty opportun t es, and greenhouse gas em ss ons. I was drawn to my transportat on career by my exper ences as a teenager n Brook yn NY, v ng n an con c transportat on-or ented res dent a deve opment and gett ng to schoo and work us ng buses and tra ns, my ab ty to conduct my da y act v t es ndependent y struck me ear y on as a v ta nk to my festy e and my ab ty to shape my percept ons around enterta nment art and cu ture. Th s k nd of exper ence s one I'd ke for teens to have n Santa C ara County and everywhere. I know your C ty rather we even though I ve n Centra San Jose as I often meet fr ends there soc a y, attend profess ona uncheons there, and I am a season-t cket ho der of two passes and enjoy those out ngs. I wou d be honored to have an opportun ty to prov de my perspect ves and
exper ences as a transportat on profess ona to creat ng the k nd of pub c asset that the C ty can be proud of for many years to come that current y es before the C ty of Santa C ara.

Add ng to my descr pt on n Quest on #1 about my profess ona and persona exper ences, I have an educat on background n c v eng neer ng and I've performed hundreds of transportat on stud es throughout Ca forn a; and a so n Montrea , the Greater C eve and Area, Metropo tan Phoen x, Co orado Spr ngs, and Tampa F or da to name a few. The stud es I ead for pub c agenc es are rooted very much around reg ona transportat on cha enges and meet ng the needs of c t es and the r res dents as we as the day t me work ng popu at on. I understand that a of these needs must be met and the p ann ng of the Santa C ara stat on area w be no except on. I a so thr ve n an atmosphere of engag ng wth others around urban p ann ng, the economy, and ast but not east the needs of d sadvantaged commun t es and econom ca y marg na zed popu at ons. The t m ng for th s opportun ty s a so s gn f cant for me: Over the ast year I ost both my parents, who were e der y but had not been at a suffer ng from ness or med ca ssues and n that sense the oss was sudden and abrupt. IT has g ven me a renewed sense of the mportance of mprov ng the ves of e der y peop e - they are marg na zed both soc a y and econom ca y and I see the younger generat ons d scount the va ue of e der y fo ks as we as a ower ncome nd v dua s. Our soc ety w dec ne f we can't turn around these trends - and an argument can be made that t a ready has.

P ann ng, pr or t z ng and engag ng are go ng to be among the ma n cornerstones of th s task force. The nd v dua s on th s task force w need to have qua t es such as empathy, sten ng, ab ty to be ana yt ca , and a very good sense of how to ba ance the object ve and the subject ve. There w be factua nformat on that w need to be mastered; but a so needed w be a h gh emot ona quot ent wthout po t ca d scourses to understand the mportant pub c po c es that w need to be vetted and crafted for the stat on area p an and the stat on area project at arge to equ tab y serve the needs of the commun ty. I be eve I have a of these qua t es and more.

4. Please tell us in a few sentences
why you should be selected to be a
member of this Task Force? *
Signature *
Date
I be eve I have descr bed some very CO"l)e ng aspects of my background as a teen and young adu t v ewng the phys ca env ronment through a transportat on ens and as a trans t dependent; my experence and knowedge garnered across
tera y hundreds of stud es n mu t p e metropo tan p ann ng areas of the US; and I know from f rst-hand exper ence as a v.oman v.tio s a so Jew sh about econom c and soc a advers ty and the mportance of p ann ng for so-ca ed equ ty-pr or ty commun t es. I offer a r ch un que y-nuanced perspect ve and h gh degree of competency, yet I have tremendous CO"l)ass on and a compe ng des re for the betterment of ct es and the r res dents. I v.ou d ove the opportun ty to nfuse your task force wth th s enthus asm and e"l)athy and be a part of a thr ng outcome for Santa Cara. Thank you for the opportun ty to prov de th s nformat on and for your cons derat on.
~ sg,ing ttis al)licaoon yoo a-e ca,fiming that yoo a-e the person listed in ttis ~icalion and that al irtooration pr<11Kled is truhfu and correct 1/21/2023
4:-:-.::--,_
:. ~" .:\ City of ~-.:__j' Santa Clara Community Development Department 1·1,_.c,:111,-·,-' ' ,,,, .,,_,.,, .,,_h•;i:.:1,•
Applicant Information
Santa Clara Station Area Task Force (SATF) Application
Thank you for subm tt ng your app cat on to be a part of the Santa Cara Stat on Area Task Force (SATF). We rece ved an ovel"Mle m ng response to the app cat on request. If you WJU d st ke to part c pate n the Task Force se ect on process, p ease prov de your responses to the fo owng quest ons by Monday, January 30 at 5:00 p.m. Based on the responses rece ved, staff w narrow dow, the number of app cants for the C ty Counc to choose from for appo ntment at an upcom ng hear ng.

Name *
Address *
Phone# *
Email*
Position *

1. Please tell us in a few sentences
why are you interested in being a
Task Force member? *
Dyan Pane
Slreet Address
A<ttess Line 2
Qty
San J:>se
RlStal I Zip Oxle
95113
-
State/ A'o,,i'lce / R3gia,
CA
Quitry
USA
Rease select the Santa Ca-a Stalial Area Task Force position yoo a-e irterested in rE!l)'esenting
Bus ness Cormllln ty
I be eve th s s a s gn f cant opportun ty to prorrote econom c growth and prosper ty for the commun ty by be ng part of the Task Force. I have a strong background n rea estate, and use, deve opment, and deep understand ng of oca market
fundamenta s. I am a so pass onate about creat ng so ut ons for exst ng bus ness and property ow,ers, 'Ml ea so promot ng 'Mlat's best for the c ty of Santa C ara and ts goa s.

2. What knowledge or experience do I have a deep understand of and use and genera rea estate you have that would contribute to trends that can be app ed as we re-WJrk the Santa Cara Stat on this task force? * Focus Area Pan. I have stud ed the n ta frameWJrk of the pan that was re eased n the 2008 Genera P an and am an expert on rea estate dynam cs and fundamenta s that w dr ve dee son mak ng. I am current y adv s ng severa property ow,ers wth n the boundar es on th s focus area on the h ghest and best use for the r rea estate, 'Ml ch as th st me s some'M'lat unknow,. My re at onsh p wth these property ow,ers w be nstrumenta and th s pan s mp emented.

3. In your opinion, what would be a
successful outcome of this task
force? *

4. Please tell us in a few sentences
why you should be selected to be a
member of this Task Force? *
Signature *
Date
A successfu outcome v.ou d resu t n a new gateway hub to the c ty, centered around the Santa Cara Trans t Stat on and var ous pub c trans t prov ders that serve the stat on. It v.ou d have a v brant fee mJch ke Santana Row, or what's panned at the Re ated project n Northern Santa Cara. The new area v.ou d create an opportun ty for commun ty members to ve, work, and p ay n the area, he p ng reduce traff c and ncrease opportun ty for the underserved n the comrrun ty.

My rea estate expert se and re at onsh ps n the commun ty w be he pfu as we nav gate changes n and use and new deve opment standards wth n the boundar es of th span. The pan w have a m x of off ce, res dent a , ndustr a , commerc a , and pub c area and t's mportant that we des gn a framev.ork that creates synergy wth n the commm ty and does not rnpact oca bus ness owners and ct zens negat ve y. I am pass onate about be ng part of th s task force and contr but ng post ve y to the oca commun ty. ~ sg-ir,g !tis al)licaoon yru a-e ca,fiming that yoo a-e the persoo listed in !tis llR)IK:alion and that al irtometion prc,.,ided is tnitiu and correct 1/20/2023
4:-:-.::--,_
:. ~" .:\ City of ~-.:__j' Santa Clara Community Development Department 1·1,_.c,:111,-·,-' ' ,,,, .,,_,.,, .,,_h•;i:.:1,•
Applicant Information
Santa Clara Station Area Task Force (SATF) Application
Thank you for subm tt ng your app cat on to be a part of the Santa Cara Stat on Area Task Force (SATF). We rece ved an ovel"Mle m ng response to the app cat on request. If you WJU d st ke to part c pate n the Task Force se ect on process, p ease prov de your responses to the fo owng quest ons by Monday, January 30 at 5:00 p.m. Based on the responses rece ved, staff w narrow dow, the number of app cants for the C ty Counc to choose from for appo ntment at an upcom ng hear ng.

Name *
Address *
Phone# *
Email*
Position *

1. Please tell us in a few sentences
why are you interested in being a
Task Force member? *
Joshua Kess er
Slreet Address
A<ttess Line 2
Qty
Santa Cara
RlStal I Zip Oxle
95051
-
State/ A'o,,i'lce / R3gia,
CA
Quitry
USA
Rease select the Santa Ca-a Stalial Area Task Force position yoo a-e irterested in rE!l)'esenting
Transportat on Advocate
To he p the commun ty. I am pass on ate about pub c trans t, can th nk object ve y, and WJrks we wth others.

2. What knowledge or e xpe rie nee do I have ved n Santa C ara s nee 2000 and observe the prob ems you have that would contribute to
this task force? *
we have f rst hand. I have he ped ead an 1100 vo unteer WJrkforce put on a fan run convent on of over 25,000. I a so run tra n s mu at ons month y.

3. In your opinion, what would be a A better Santa Cara. successful outcome of this task
force? *

4. Please tell us in a few sentences
why you should be selected to be a
member of this Task Force? *
You w not f nd many better and I am humb e. Nah. I ke to so ve puzz es and eave the WJr d n a better v-tay. I a so v-tant to hep make Santa Cara even better for my k ds to ve n.
4:-:-.::--,_
:. ~" .:\ City of ~-.:__j' Santa Clara Community Development Department 1·1,_.c,:111,-·,-' ' ,,,, .,,_,.,, .,,_h•;i:.:1,•
Applicant Information
Santa Clara Station Area Task Force (SATF) Application
Thank you for subm tt ng your app cat on to be a part of the Santa Cara Stat on Area Task Force (SATF). We rece ved an ovel"Mle m ng response to the app cat on request. If you WJU d st ke to part c pate n the Task Force se ect on process , p ease prov de your responses to the fo owng quest ons by Monday, January 30 at 5:00 p.m. Based on the responses rece ved, staff w narrow dow, the number of app cants for the C ty Counc to choose from for appo ntment at an upcom ng hear ng.

Name *
Address *
Phone# *
Email*
Position *

1. Please tell us in a few sentences
why are you interested in being a
Task Force member? *
George Guerra
Slreet Address
-A<ttess Line 2
Qty
Santa Cara
RlStal I Zip Oxle
95051
-
State/ A'o,,i'lce / R3gia,
CA
Quitry
USA
Rease select the Santa Ca-a Stalial Area Task Force position yoo a-e irterested in rE!l)'esenting
At Large
As a ct zen of Santa C ara I'm a ways ook ng to serve my commun ty n any way to make Santa C ara a better p ace to ve.

To make sure that the average ct zens v ews are cons dered 'Ml e make er t ca dee sons that effect the r ves.

2. What knowledge or expe rie nee do I served 8 years on the Parks and Rec Comm ss on, 'M'lere dur ng you have that would contribute to
this task force? *

3. In your opinion, what would be a
successful outcome of this task
force? *
my tenure , I a ong wth my fe ow comm ss oners were ab e to open new parks n Santa C ara and a so update many more that
needed hep. I WJrked wth deve opers on pans for new parks, and prov ded ed ts to p ans 'M'lere I saw a need n order to prov de some add t ona resources for our ct zens. I WJU d a so br ng a \\ea th of C ty of Santa Cara know edge based on my over 50 years of be ng a Santa Cara res dent.

To make sure that the res dents of Santa Cara benef t from the task force WJrk n order to ensure that transportat on, hous ng, parks, be estab shed that 'M>rk for the ct z.ens of Santa Cara.

4. Please tell us in a few sentences
why you should be selected to be a
member of this Task Force? *
Signature *
Date
I th nk my tenure on the Santa Cara Parks and Rec comm ss on shov.s my ab ty to v.ork wth others to-wards common goa s that benef t the ct zens of Santa Cara. If chosen I ook forward to us ng my sk s to make the Task Force successfu.
~ sg,ing ttis al)licaoon yoo a-e ca,fiming that yoo a-e the person listed in ttis ~icalion and that al irtooration pr<11Kled is truhfu and correct 1/20/2023
Applicant Information
Santa Clara Station Area Task Force (SATF) Application
Thank you for subm tt ng your app cat on to be a part of the Santa Cara Stat on Area Task Force (SATF). We rece ved an over'Mle m ng response to the app cat on request. If you WJU d st ke to part c pate n the Task Force se ect on process, p ease prov de your responses to the fo owng quest ons by Monday, January 30 at 5:00 p.m. Based on the responses rece ved, staff w narrow dow, the number of app cants for the C ty Counc to choose from for appo ntment at an upcom ng hear ng.

For your reference , the SATF sane even-member adv sory body appo nted by the C ty Counc . The SATF s adv sory, non-vot ng and w meet approx mate y once a month over the approx mate tWJ-year Santa Cara Stat on Area Spec f c Pan p ann ng process. The purpose of the SATF s to prov de nput on the vs on, and use, crcu aton, and urban des gn aspects of the Spec f c Pan, as we as key po cy ssues.

Name *
Address *
Phone# *
Email*
Position *

1. Please tell us in a few sentences
why are you interested in being a
Task Force member? *
Han-Ch h Yeh
Slreet Address
A<ttess Line 2
Qty
San J:>se
RlStal I Zip Oxle
95117
-
State/ R-o,,i'lce / R3gia,
CA
Quitry
USA
Rease select the Santa Ca-a Stalial Area Task Force position yoo are irterested in rep-esenting
Bus ness Cormllln ty
I wou d ike to make some impacts on the community I ived in and create a conmmity-based plan to smpe this vi>rant transit rub. We as people while we are~ in this town rot l % ixh people in this valley so I can provide trore precise imigbts to help the @:'vemrett to mve a developrrett plan in real need for troSt satisfuction

2. What knowledge or experience do My major back to co ege s c v eng neer ng 'Ml e n graduate you have that would contribute to schoo s e ectr ca eng neer ng so I am the mu t-d sc p nary this task force? * professona wth those tWJ feds. Aso, I can prov de some arch tecture sty e adv ce for both sty sh and funct ona t es, ke a sty sh funct ona su t for every occas on. Pus, I be eve the government can fu y ut -ze my expert se and et me comb ne art f ca nte gence (Al), comm.m cat on eng neer ng, hardware fac t es and software eng neer ng nto the pan. The pan that w benef t th s Santa Cara hub and the va ey, a so the tax ncome and economy of Santa Cara va ey.

3. In your opinion, what would be a As a hub of BART, Ca tra n, Amtrak and VTA, the success of th s successful outcome of this task pan w e n connect ng a the comrn.Jn t es n Santa Cara force? * Conty, hov.ever, v.e st need veh ces, e ectr c veh c es n most, to he p reach out the paces wth not that demand ng. In th sway, peop e n the va ey can fu y ut 213 the pub c transportat ons, neverthe ess, you can a ways have the opt on to use your O'Ml

4. Please tell us in a few sentences
why you should be selected to be a
member of this Task Force? *
Signature *
Date
r de. The pub c transportat on s never the end of sa e of veh c es, those two shou d be ab e to ve wth each other and ve forever.

Most of the peop e w choose to contro by themse ves once they have the ab ty to do so, the success of th s p an w not hurt the foundat on of th s country on v.tlee s, on y make peop e can choose v.tlat they want to be as the sp r t of the USA found ng fathers.

With my doub e expertise in e ectrica engineering and civi engineering, in this position, I can maximize my va ues to make impacts on the SA1F an:l the proposal Make traditxmal an:l mxlem live together an:l live i)rever. Like the rmjors I have, civil eajneering w-11 AI aro electrical engireering with stylish like Apple prodocts.
~ sg,ing ttis al)licaoon yoo a-e ca,fiming that yoo a-e the person listed in ttis ~icalion and that al irtooration pr<11Kled is truhfu and correct 1/20/2023
4:-:-.::--,_
:. ~" .:\ City of ~-.:__j' Santa Clara Community Development Department 1·1,_.c,:111,-·,-' ' ,,,, .,,_,.,, .,,_h•;i:.:1,•
Applicant Information
Santa Clara Station Area Task Force (SATF) Application
Thank you for subm tt ng your app cat on to be a part of the Santa Cara Stat on Area Task Force (SATF). We rece ved an ovel"Mle m ng response to the app cat on request. If you WJU d st ke to part c pate n the Task Force se ect on process , p ease prov de your responses to the fo owng quest ons by Monday, January 30 at 5:00 p.m. Based on the responses rece ved, staff w narrow dow, the number of app cants for the C ty Counc to choose from for appo ntment at an upcom ng hear ng.

Name *
Address *
Phone# *
Email *
Position *

1. Please tell us in a few sentences
why are you interested in being a
Task Force member? *
Davd Smth
Slreet Address
A<ttess Line 2
Qty
Santa Cara
RlStal I Zip Oxle
95050
-
State/ A'o,,i'lce / R3gia,
CA
Quitry
Un ted States
Rease select the Santa Ca-a Stalial Area Task Force position yoo a-e irterested in rE!l)'esenting
Bus ness Cormllln ty
I am rea y exc ted by pub c transportat on, I th nk t's the r ght th ng for fam es, the env ronment , equa ty, and overa qua ty of fe. I've been fo owng Goog e's pans n San Jose around
lll)rov ng pub c transportat on and I'm sure th s w have an lll)act on Santa C ara as we . I a so have a vested nterest n gett ng around Santa Cara more eas y as we're based there .

2. What knowledge or experience do Hav ng ved and WJrked for years n ctes wth arge pub c you have that would contribute to transportat on systems (London , Pars, New York), I am a b g this task force? * be ever of how good pub c transportat on can revo ut on ze a c ty.

I w:,u d very much ke to see that happen n Santa Cara / San Jose.

3. In your opinion, what would be a Track ng metr cs v.h ch measure ncreased usage of pub c successful outcome of this task transportat on.
force? *

4. Please tell us in a few sentences
why you should be selected to be a
member of this Task Force? *
Signature *
Date
Decades of e>cper ence us ng pub c transportat on to commute n major ct es, former Goog er, up to date on pub c transportat on trends and techno ogy, a b g be ever n pub c transportat on overa , understand ng of \<Alat t means to have a bottom- ne \<Al ch must be managed and pr or t z ng n ce to haves w th must haves to meet object ves.
~ sg,ing ttis al)licaoon yoo a-e ca,fiming that yoo a-e the person listed in ttis ~icalion and that al irtooration pr<11Kled is truhfu and correct 1/20/2023
4:-:-.::--,_
:. ~" .:\ City of ~-.:__j' Santa Clara Community Development Department 1·1,_.c,:111,-·,-' ' ,,,, .,,_,.,, .,,_h•;i:.:1,•
Applicant Information
Santa Clara Station Area Task Force (SATF) Application
Thank you for subm tt ng your app cat on to be a part of the Santa Cara Stat on Area Task Force (SATF). We rece ved an ovel"Mle m ng response to the app cat on request. If you WJU d st ke to part c pate n the Task Force se ect on process, p ease prov de your responses to the fo owng quest ons by Monday, January 30 at 5:00 p.m. Based on the responses rece ved, staff w narrow dow, the number of app cants for the C ty Counc to choose from for appo ntment at an upcom ng hear ng.

Name *
Address *
Phone# *
Email*
Position *

1. Please tell us in a few sentences
why are you interested in being a
Task Force member? *

2. What knowledge or experience do
you have that would contribute to
this task force? *

3. In your opinion, what would be a
successful outcome of this task
force? *
Oga Whte
Slreet Address
-A<ttess Line 2
Qty
San J:>se
RlStal I Zip Oxle
95122
-
State/ A'o,,i'lce / R3gia,
CA
Quitry
USA
Rease select the Santa Ca-a Stalial Area Task Force position yoo a-e irterested in rE!l)'esenting
At Large

1. I WJU d ke to be a pub c transportat on user but am not because the pub c transportat on system doesn't WJrk for me.

Part c pat ng may he p make the system better for me and others keme.

2. I am an env ronmenta enthus ast wth severa years of
exper ence n env ronmenta mprovement strategy. I'd ke to he p ensure that the stat on s bu d wth Ca forn a's env ronment n mnd.

I am a researcher n the f e d of d g ta med a teracy, an env ronmenta sc ence enthus ast wth hands on exper ence, and I have been a res dent of Santa Cara County s nee 1993.

An env ronmenta y fr end y stat on that great y mproves the rrovement of Santa Cara County res dents us ng pub c
transportat on.

4. Please tell us in a few sentences
why you should be selected to be a
member of this Task Force? *
Signature *
Date
I am good at f nd ng one so ut on to f x many prob ems \1111 e ut z ng mu t p e sk s of everyone nvo ved.
~ sg,ing ttis al)licaoon yoo a-e ca,fiming that yoo a-e the person listed in ttis ~icalion and that al irtooration pr<11Kled is truhfu and correct 1/20/2023
4:-:-.::--,_
:. ~" .:\ City of ~-.:__j' Santa Clara Community Development Department 1·1,_.c,:111,-·,-' ' ,,,, .,,_,.,, .,,_h•;i:.:1,•
Applicant Information
Santa Clara Station Area Task Force (SATF) Application
Thank you for subm tt ng your app cat on to be a part of the Santa Cara Stat on Area Task Force (SATF). We rece ved an ovel"Mle m ng response to the app cat on request. If you WJU d st ke to part c pate n the Task Force se ect on process, p ease prov de your responses to the fo owng quest ons by Monday, January 30 at 5:00 p.m. Based on the responses rece ved, staff w narrow dow, the number of app cants for the C ty Counc to choose from for appo ntment at an upcom ng hear ng.

Name *
Address *
Phone# *
Email*
Position *
Sr n vasan Man vannan
Slreet Address
A<ttess Line 2
Qty
Santa Cara
RlStal I Zip Oxle
95050
-
State/ A'o,,i'lce / R3gia,
CA
Quitry
Un ted States
Rease select the Santa Ca-a Stalial Area Task Force position yoo a-e irterested in rE!l)'esenting
At Large

1. Please tell us in a few sentences
why are you interested in being a
Task Force member? *

2. What knowledge or experience do
you have that would contribute to
this task force? *

3. In your opinion, what would be a
successful outcome of this task
force? *

4. Please tell us in a few sentences
why you should be selected to be a
member of this Task Force? *
Signature *
Date
To g ve back to the commun ty and a so to make an mpact.

Board Experience:

Board of Director- City of Greater Sudbury Area, Ontario Public Library
Board of Director Health, Safety, Hygiene, Environmental, Welfare Board Member UK 2003
Board of Director New beginnings Women's victim services and Children's support
Board of Director Covered Toronto Women's Victim Services and Child Support Services
Board of Director Geneva center for Autism Child Support Services, Toronto 2015 2016
Board of Director St. Mark's Housing Corporation by City of Toronto Since 2015
Board of Directors National Association of Catering Executives of Canada 2009 2011
Board Member CAFP Canadian Association for Food Service Professionals of Canada.

Member SPCA society for the prevention of cruelty to animals, India 2000
I have a wde var ety of exper ences work ng n a mu t -d verse env ronment n the top 10 customer-centr c ndustr es ke
hosp ta ty, reta • techno ogy, bank ng, Ar nes, and Cruse nes n both un on zed and non-un on z.ed env ronments.

Re-eng neer ng the exst ng processes, lmprov ng the processes, remov ng commun cat on s os, br ng ng more v s b ty to the n tat ves, more co aborat ons, and a better outcome.

More 12 years of exper ence n both bus ness and techno ogy and promot ng equ ty and d vers on n arge enterpr ses and serv ng on the boards of Heath, Safety, 1-tyg ene, and Env ronmenta We fare boards and fam arty wth standards and aws make me a competent cand date.
~ sg,ing ttis al)licaoon yoo a-e ca,fiming that yoo a-a the person listed in ttis ~icalion and that al irtooration pr<11Kled is truhfu and correct 1/20/2023
4:-:-.::--,_
:. ~" .:\ City of ~-.:__j' Santa Clara Community Development Department 1·1,_.c,:111,-·,-' ' ,,,, .,,_,.,, .,,_h•;i:.:1,•
Applicant Information
Santa Clara Station Area Task Force (SATF) Application
Thank you for subm tt ng your app cat on to be a part of the Santa Cara Stat on Area Task Force (SATF). We rece ved an ovel"Mle m ng response to the app cat on request. If you WJU d st ke to part c pate n the Task Force se ect on process, p ease prov de your responses to the fo owng quest ons by Monday, January 30 at 5:00 p.m. Based on the responses rece ved, staff w narrow dow, the number of app cants for the C ty Counc to choose from for appo ntment at an upcom ng hear ng.

Name *
Address *
Phone# *
Email *
Position *

1. Please tell us in a few sentences
why are you interested in being a
Task Force member? *
Way and Quon
Slreet Address
-A<ttess Line 2
Qty
Santa Cara
RlStal I Zip Oxle
95050
-
State/ A'o,,i'lce / R3gia,
CA
Quitry
Un ted States
Rease select the Santa Ca-a Stalial Area Task Force position yoo a-e irterested in rE!l)'esenting
Transportat on Advocate
I want to g ve back to my commun ty and get nvo ved n
commun ty ssues. I WJU d ke to get nto nto pub c WJrks n the future.

2. What knowledge or e xpe rie nee do I have 27 years of pract ca exper ence w th og st cs and you have that would contribute to operat ons wth a med ca nstrument company. I WJrk wth our this task force? * nat ona customers, nterna stakeho ders, and med ca personne .

3. In your opinion, what would be a
successful outcome of this task
force? *
I run the operat ons of the customer tra n ng department. I have exper ence wth manag ng vo unteers of 100 or more 'Mien I was wth OneBr ck.org a soc a netWJrk ng vo unteer group n the San Franc sco Bay Area.

Manag ng the needs of the pub c and wth the transportat on project.

4. Please tell us in a few sentences Pract ca exper ence wth og st cs, operat ons, customer serv ce, why you should be selected to be a f nanc a report ng, etc. member of this Task Force? *
4:-:-.::--,_
:. ~" .:\ City of ~-.:__j' Santa Clara Community Development Department 1·1,_.c,:111,-·,-' ' ,,,, .,,_,.,, .,,_h•;i:.:1,•
Applicant Information
Santa Clara Station Area Task Force (SATF) Application
Thank you for subm tt ng your app cat on to be a part of the Santa Cara Stat on Area Task Force (SATF). We rece ved an ovel"Mle m ng response to the app cat on request. If you WJU d st ke to part c pate n the Task Force se ect on process, p ease prov de your responses to the fo owng quest ons by Monday, January 30 at 5:00 p.m. Based on the responses rece ved, staff w narrow dow, the number of app cants for the C ty Counc to choose from for appo ntment at an upcom ng hear ng.

For your reference, the SATF sane even-member adv sory body appo nted by the C ty Counc . The SATF s adv sory, non-vot ng and w meet approx mate y once a rronth over the approx mate tWJ-year Santa Cara Stat on Area Spec f c Pan p ann ng process. The purpose of the SATF s to prov de nput on the vs on, and use, crcu aton, and urban des gn aspects of the Spec f c Pan, as we as key po cy ssues.

Name *
Address *
Phone# *
Email *
test
Slreet Address
test
A<ttess Line 2
Qty
test
RlStal I Zip Oxle
test
-
State/ A'o,,i'lce / R3gia,
test
Quitry
test
Position * Rease select the Santa Ca-a Stalial Area Task Force position yoo a-e irterested in rE!l)'esenting
At Large

1. Please tell us in a few sentences test
why are you interested in being a
Task Force member? *

2. What knowledge or experience do test
you have that would contribute to
this task force? *

3. In your opinion, what would be a test
successful outcome of this task
force? *

4. Please tell us in a few sentences test
why you should be selected to be a
member of this Task Force? *
4:-:-.::--,_
:. ~" .:\ City of ~-.:__j' Santa Clara Community Development Department 1·1,_.c,:111,-·,-' ' ,,,, .,,_,.,, .,,_h•;i:.:1,•
Applicant Information
Santa Clara Station Area Task Force (SATF) Application
Thank you for subm tt ng your app cat on to be a part of the Santa Cara Stat on Area Task Force (SATF). We rece ved an ovel"Mle m ng response to the app cat on request. If you WJU d st ke to part c pate n the Task Force se ect on process , p ease prov de your responses to the fo owng quest ons by Monday, January 30 at 5:00 p.m. Based on the responses rece ved, staff w narrow dow, the number of app cants for the C ty Counc to choose from for appo ntment at an upcom ng hear ng.

Name *
Address *
Phone# *
Email*
Position *

1. Please tell us in a few sentences
why are you interested in being a
Task Force member? *
Kenda Pettygrove
Slreet Address
A<ttess Line 2
Qty
Santa Cara
RlStal I Zip Oxle
95051
-
State/ A'o,,i'lce / R3gia,
Ca forna
Quitry
U.S.A
Rease select the Santa Ca-a Stalial Area Task Force position yoo a-e irterested in rE!l)'esenting
At Large
I have ved a over the Bay Area and never fe t a sense of commun ty unt I rroved to Santa Cara. W th tWJ sma ch dren t s mportant to me to be act ve and foster a commun ty I am proud to be a part of. Transportat on pays a v ta roe to everyday fe and can make or break a cty. I want to be on th s Task Force because I care about keep ng Santa Cara a un que pace to ve n the Bay Area .

2. What knowledge or experience do I do f nance for a construct on company. In th s roe I oversee you have that would contribute to
this task force? *

3. In your opinion, what would be a
successful outcome of this task
force? *
many construct on projects throughout the r fe eye e. I w:,rk wth arge budgets and pan and ana yz:e construct on deve opments. I have a strong ab ty to env s on the outcome of a project and fac tate the WJrk that goes nto ach ev ng that outcome.

A successfu outcome for the task force WJU d be a c ear, cohes ve, and transparent v s on for the recommendat on to the eaders of the c ty of Santa Cara . I be eve the task force s the "ground eve • op n on so we can see how the commun ty rea y fee s about the project.

4. Please tell us in a few sentences
why you should be selected to be a
member of this Task Force? *
Signature *
Date
I shou d be se ected to the task force because I care deep y about the Santa Cara comm.m ty, I have re evant sk s and exper ence, and I have a c ear sense for 'Mlat rrekes Santa Cara un que n the Bay Area. I am good at tak ng arge amounts of nforrret on and synthes z ng them nto mean ngfu outputs. I have tv.o ch dren start ng schoo soon and am pass onate about rrek ng Santa Cara a great pace for them to ve.

S,, sg,ing ttis al)lic:aol yw a-e ca,fiming that yw a-e the person listed in ttis awlk:alion and that al irtorrration prc,,,ided is truhfu and correct 1/21/2023
4:-:-.::--,_
:. ~" .:\ City of ~-.:__j' Santa Clara Community Development Department 1·1,_.c,:111,-·,-' ' ,,,, .,,_,.,, .,,_h•;i:.:1,•
Applicant Information
Santa Clara Station Area Task Force (SATF) Application
Thank you for subm tt ng your app cat on to be a part of the Santa Cara Stat on Area Task Force (SATF). We rece ved an ovel"Mle m ng response to the app cat on request. If you WJU d st ke to part c pate n the Task Force se ect on process, p ease prov de your responses to the fo owng quest ons by Monday, January 30 at 5:00 p.m. Based on the responses rece ved, staff w narrow dow, the number of app cants for the C ty Counc to choose from for appo ntment at an upcom ng hear ng.

Name *
Address *
Phone# *
Email *
Position *
A:zJ.Jr Mod r c
Slreet Address
A<ttess Line 2
Qty
Santa Cara
RlStal I Zip Oxle
95050
-
State/ A'o,,i'lce / R3gia,
CA
Quitry
Us
Rease select the Santa Ca-a Stalial Area Task Force position yoo a-e irterested in rE!l)'esenting
Bus ness Cormllln ty

1. Please tell us in a few sentences To be a change.
why are you interested in being a
Task Force member? *

2. What knowledge or e xpe rie nee do Lfe ong know edge and cu tura d vers ty:
you have that would contribute to
this task force? *

3. In your opinion, what would be a
successful outcome of this task
force? *

4. Please tell us in a few sentences
why you should be selected to be a
member of this Task Force? *
Colll) ete output of a ava ab e avenues successfu y contr but ng comp et on of the project.

Comp cated ana ogy but common sense.

Signature *
Date
S,, sigi1g tlis apijcation ya., a-e coofiming that ya., a-e 1he person listed in tlis awcalion a,d that al irtorrretion prcNKleci is truhfu a,d cxirrect 1/22/2023
4:-:-.::--,_
:. ~" .:\ City of ~-.:__j' Santa Clara Community Development Department 1·1,_.c,:111,-·,-' ' ,,,, .,,_,.,, .,,_h•;i:.:1,•
Applicant Information
Santa Clara Station Area Task Force (SATF) Application
Thank you for subm tt ng your app cat on to be a part of the Santa Cara Stat on Area Task Force (SATF). We rece ved an ovel"Mle m ng response to the app cat on request. If you WJU d st ke to part c pate n the Task Force se ect on process, p ease prov de your responses to the fo owng quest ons by Monday, January 30 at 5:00 p.m. Based on the responses rece ved, staff w narrow dow, the number of app cants for the C ty Counc to choose from for appo ntment at an upcom ng hear ng.

Name *
Address *
Phone# *
Email*
Position *

1. Please tell us in a few sentences
why are you interested in being a
Task Force member? *
Ronad Boyce
Slreet Address
A<ttess Line 2
Qty
Santa Cara
RlStal I Zip Oxle
95050
-
State/ A'o,,i'lce / R3gia,
CA
Quitry
us
Rease select the Santa Ca-a Stalial Area Task Force position yoo a-e irterested in rE!l)'esenting
Transportat on Advocate
I am fam ar wth the needs of the trave ng pub c and myse f us ng pub c trans t da y. I WJU d ke to be nvo ved n the future transportat on needs of Santa C ara c ty.

2. What knowledge or experience do As a vounteer at the San ..bse Dr don tra n stat on, for the Staton you have that would contribute to
this task force? *

3. In your opinion, what would be a
successful outcome of this task
force? *

4. Please tell us in a few sentences
why you should be selected to be a
member of this Task Force? *
Host Assoc at on of Ca forn a, for 10 years . A so a vo unteer at the nformat on k osk at San ..bse A rport for over 20 years I am very fam ar wth the needs of the trave ng pub c.

To make trave ng n and out of Santa C ara and the bay area very conven ent.

I WJU d be nterested n oontr but ng the needs of the trave ng pub c. W th my da y use of pub c trans t can oontr bute to the future needs of the Santa Cara trave ng pub c.
4:-:-.::--,_
:. ~" .:\ City of ~-.:__j' Santa Clara Community Development Department 1·1,_.c,:111,-·,-' ' ,,,, .,,_,.,, .,,_h•;i:.:1,•
Applicant Information
Santa Clara Station Area Task Force (SATF) Application
Thank you for subm tt ng your app cat on to be a part of the Santa Cara Stat on Area Task Force (SATF). We rece ved an ovel"Mle m ng response to the app cat on request. If you WJU d st ke to part c pate n the Task Force se ect on process, p ease prov de your responses to the fo owng quest ons by Monday, January 30 at 5:00 p.m. Based on the responses rece ved, staff w narrow dow, the number of app cants for the C ty Counc to choose from for appo ntment at an upcom ng hear ng.

Name *
Address *
Phone# *
Email*
Position *

1. Please tell us in a few sentences
why are you interested in being a
Task Force member? *
Varun Gopa akr shna
Slreet Address
-A<ttess Line 2
Qty
Santa Cara
RlStal I Zip Oxle
95050
-
State/ A'o,,i'lce / R3gia,
Ca forna
Quitry
Un ted States
Rease select the Santa Ca-a Stalial Area Task Force position yoo a-e irterested in rE!l)'esenting
At Large
As a ong t me res dent of the Bay Area and, spec f ca y Santa Cara I fee very vested n the future of th s commun ty. The Stat on Area Pan presents an opportun ty to make Santa Cara even rrore attract veto fam es and bus nesses, and, f done r ght, w he p the c ty cont nue to thr ve ong nto the future.

2. What knowledge or experience do
you have that would contribute to
this task force? *
My profess ona exper ence n r sk assessment and r sk
management, tac ty and equ pment des gn for safety, commerc a campus emergency response desgn, fre safety, Code
comp ance w a ow me to hep the group understand the
under y ng deta s of des gns that the group may be asked to ook at. I am we versed n rev ewng pans, des gn documents,
render ngs etc.

On a persona eve , I have trave ed exlens ve y n Europe and As a and have seen + exper enced both good examp es and poor examp es of urban des gn and can therefore br ng a usefu perspect ve to the group. Add t ona y, hav ng ved n Santa Cara for 20 years I have a good sense of the un que attr butes of th s c ty and v.hy t such a great pace to ve and v.ork n.

3. In your opinion, what would be a Santa Cara has a un que character that sets t apart from some of successful outcome of this task the other ct es around us. Wh ea ot has changed over they the force? * years, the bas c attr butes of strong comrnm ty, good governance , exce ent serv ces, and d vers ty ( cu tura and econom c) have been kept ntact. The SATF v.ou d be successfu f we cou d he p ensure that the essent a attr butes of Santa C ara are ref ected and cont nue to be nurtured as the Stat on Area s deve oped to t's fu potent a .

4. Please tell us in a few sentences
why you should be selected to be a
member of this Task Force? *
Signature *
Date
As a ong t me res dent of the Bay Area and, spec f ca y Santa Cara I fee very vested n the future of th s commun ty. My profess ona exper ence and persona exper ence cou d be a va uab e to the SA TF. Add t ona y, as a sma bus ness omer I cou d perhaps br ng a usefu perspect ve to the group. Overa , I see th s as an opportun ty to contr bute n a d rect and mean ngfu manner to the betterment of the corrmun ty that s my home.

S,, sigi1g tlis apijcation ya., a-e coofiming that ya., a-e 1he person listed in tlis awcalion a-,d that al irtorrretion prcNKleci is truhfu a-,d cxirrect 1/23/2023
4:-:-.::--,_
:. ~" .:\ City of ~-.:__j' Santa Clara Community Development Department 1·1,_.c,:111,-·,-' ' ,,,, .,,_,.,, .,,_h•;i:.:1,•
Applicant Information
Santa Clara Station Area Task Force (SATF) Application
Thank you for subm tt ng your app cat on to be a part of the Santa Cara Stat on Area Task Force (SATF). We rece ved an ovel"Mle m ng response to the app cat on request. If you WJU d st ke to part c pate n the Task Force se ect on process, p ease prov de your responses to the fo owng quest ons by Monday, January 30 at 5:00 p.m. Based on the responses rece ved, staff w narrow dow, the number of app cants for the C ty Counc to choose from for appo ntment at an upcom ng hear ng.

Name *
Address *
Phone# *
Email*
Position *

1. Please tell us in a few sentences
why are you interested in being a
Task Force member? *
Co n Forgey
Slreet Address
A<ttess Line 2
Qty
Santa Cara
RlStal I Zip Oxle
95050
-
State/ A'o,,i'lce / R3gia,
CA
Quitry
Un ted States
Rease select the Santa Ca-a Stalial Area Task Force position yoo a-e irterested in rE!l)'esenting
Bus ness Cormllln ty
rm a business owner and property owner with some
investments ocated near the Santa Cara Station Area.

Aside from my financia interest , I'm a big be iever in the future of Santa C ara. With the right combination of zoning, panning, and deve opments in the station area and
downtown, Santa C ara cou d rea y differentiate itse fas one of the premier cities in the South Bay.

2. What knowledge or experience do fm the owner of SunArcher Investments Inc, the second you have that would contribute to argest property management company focused on off this task force? * campus housing around SCU with 14 properties in the Santa C ara portfo io. rve a so done some sma -sea e
deve opments and remades in Santa Cara and the
surrounding cities.

3. In your opinion, what would be a
successful outcome of this task
force? *

4. Please tell us in a few sentences
why you should be selected to be a
member of this Task Force? *
Signature *
Date
I wou d consider the task force a success if we were ab e to have meaning discussions and create a vision for the station area. This vision cou d then steer zoning and Mure
deve opment in a way that brings the highest eve of good to the city whi e providing it's residents, both current and Mure with an incredib e ifestye and apace to ca home.

Santa C ara is a ready a great pace to wor1< and ive. I be ieve with the right vision, mixed with comp ementary zoning/deve opments the city cou d transform into something tru y specia and I wou d ike to see that vision come true! Thanks for your consideration.

S,, sgi:,g ttis aJ:)licaoon yai ire calfirning ttat yai a-e the person listed in ttis ~ication and ttat al irtomation pra1ided is lrutlu a,c1 correct 1/23/2023
@--
Cityof
Santa Clara Community Development Department
r he Cl'III I:' o ! \'i·1;J! ' j Po,-;llJI, _·
Applicant Information
Santa Clara Station Area Task Force (SATF) Application
Thank you for subm tt ng your app cat on to be a part of the Santa Cara Stat on Area Task Force (SATF). We rece ved an over'Mle m ng response to the app cat on request. If you WJU d st ke to part c pate n the Task Force se ect on process, p ease prov de your responses to the fo owng quest ons by Monday, January 30 at 5:00 p.m. Based on the responses rece ved, staff w narrow dow, the number of app cants for the C ty Counc to choose from for appo ntment at an upcom ng hear ng.

Name *
Address *
Phone# *
Email*
Position *

1. Please tell us in a few sentences
why are you interested in being a
Task Force member? *
Thomas J. Esp nosa
Slreet Address
A<ttess Line 2
Qty
San J:>se
RlStal I Zip Oxle
95130
-
State/ R-o,,i'lce / R3gia,
Ca forna
Quitry
Un ted States
Rease select the Santa Ca-a Stalial Area Task Force position yoo are irterested in rep-esenting
At Large
I'm a bus ness ow,er n Santa Cara for a decade. Most of my customers come from outs de Santa Cara.

2. What knowledge or experience do Creat ve th nker. Good stener. Good reporter. Observant. Often you have that would contribute to
this task force? *

3. In your opinion, what would be a
successful outcome of this task
force? *

4. Please tell us in a few sentences
why you should be selected to be a
member of this Task Force? *
g ve d rect ons to my bus ness.

Ac ean eff cent c ty that s easy to nav gate and get to. P enty of bus ness' w have access to more c ente e.

For a decade rve ow,ed my bus ness at 410 Mart n Ave. I know other bus ness' n the c ty. rm w ng to speak up for those v.tio may be s ent. I enjoy the Santa Cara comrrun ty. I was on a TV ne'NS nterv ew about the Cross that was removed from the park at Mart n Ave. and De La Cruz.

Signature *
Date
~ sg-ir,g !tis al)licaoon yru a-e ca,fiming that yoo a-e the persoo listed in !tis llR)IK:alion and that al irtometion prc,.,ided is tnitiu and correct 1/24/2023
@--
Cityof
Santa Clara Community Development Department
r he Cl'III I:' o ! \'i·1;J! ' j Po,-;llJI, _·
Applicant Information
Santa Clara Station Area Task Force (SATF) Application
Thank you for subm tt ng your app cat on to be a part of the Santa Cara Stat on Area Task Force (SATF). We rece ved an over'Mle m ng response to the app cat on request. If you WJU d st ke to part c pate n the Task Force se ect on process, p ease prov de your responses to the fo owng quest ons by Monday, January 30 at 5:00 p.m. Based on the responses rece ved, staff w narrow dow, the number of app cants for the C ty Counc to choose from for appo ntment at an upcom ng hear ng.

Name *
Address *
Phone# *
Email*
Position *

1. Please tell us in a few sentences
why are you interested in being a
Task Force member? *
Ge zCruz
Slreet Address
A<ttess Line 2
Qty
Santa Cara
RlStal I Zip Oxle
95054
State/ R-o,,i'lce / R3gia,
CA
Quitry
USA
Rease select the Santa Ca-a Stalial Area Task Force position yoo are irterested in rep-esenting
Transportat on Advocate
I've ved n the C ty of Santa C ara for the ast 10 years (Bay Area for most of my fe) and I am exc ted to see the advancements happen ng n the C ty. As a res dent, I WJU d ke to be more nvo ved so that I can he p to make th s c ty even better than how t snow.

2. What knowledge or experience do When I heard about the future pans of pub c transportat on for you have that would contribute to the c ty, t rem nded me of my WJnderfu exper ences of tak ng this task force? * pub c transportat on throughout Europe. I be eve that I can prov de feedback to the team based on those exper ences.

3. In your opinion, what would be a
successful outcome of this task
force? *

4. Please tell us in a few sentences
why you should be selected to be a
member of this Task Force? *
I env s on th s task force to he p deve op the needed
nfrastructures to make a c ty an advanced and we com ng pace 'Ml e ma nta n ng the natura beauty of the surround ngs.

I shou d be cons dered to be a member of th s Task Force because I s ncere y care for th s c ty that I ve n and s therefore comm tted to on y prov de adv ce/op n ons that I th nk w he p mprove the c ty.

Signature *
Date
By sg,i'lQ ttis awication ya.i a-e caifiming that ya., a-e the person listed in ttis ~ication and that al irtomation prc,,,i:led is truhfu and COIT8CI 1/24/2023
@--
Cityof
Santa Clara Community Development Department
r he Cl'III I:' o ! \'i·1;J! ' j Po,-;llJI, _·
Applicant Information
Santa Clara Station Area Task Force (SATF) Application
Thank you for subm tt ng your app cat on to be a part of the Santa Cara Stat on Area Task Force (SATF). We rece ved an over'Mle m ng response to the app cat on request. If you WJU d st ke to part c pate n the Task Force se ect on process, p ease prov de your responses to the fo owng quest ons by Monday, January 30 at 5:00 p.m. Based on the responses rece ved, staff w narrow dow, the number of app cants for the C ty Counc to choose from for appo ntment at an upcom ng hear ng.

Name *
Address *
Phone# *
Email *
Position *

1. Please tell us in a few sentences
why are you interested in being a
Task Force member? *
Reh Banco
Slreet Address
A<ttess Line 2
Qty
Santa Cara
RlStal I Zip Oxle
95051
State/ R-o,,i'lce / R3gia,
CA
Quitry
Un ted States
Rease select the Santa Ca-a Stalial Area Task Force position yoo are irterested in rep-esenting
Transportat on Advocate
I'd ke to mprove our c ty and I've been part c pat ng n the traff c ane stud es for Pruner dge Ave over the past few years. rm at the ater phase n my career and have more t me to vo unteer and serve the commun ty.

2. What knowledge or experience do Through my exper ence at WJrk as an eng neerng and program you have that would contribute to manager I'm fam ar wth the sk s of WJrk ng on teams. this task force? * Through my eng neer ng educat on I have understand ng of techn ca stud es and understand ng the r resu ts.

As an auto dr v ng res dent of Santa Cara for the past 34 years, and as a b eye st for a of that t me as we , I'm very nterested n accommodat ng b eye es and pedestr ans to make our C ty more vab e and ess dependent on foss fue s, and enab e our
ne ghborhoods to ach eve h gh wa kab ty scores.

3. In your opinion, what would be a
successful outcome of this task
force? *

4. Please tell us in a few sentences
why you should be selected to be a
member of this Task Force? *
Signature *
Date
Post ve changes to our c ty streets and b keways to make Santa C ara roore pedestr an and b eye e fr end y. Perhaps a ne'NS art c e or survey rank ng wth Santa Cara be ng n the 20 best vab e ctes.

I'm a good stener of var ous op n ons and v e'NS from others. rm po te and respectfu of peop e d fferent from myse f. I'm thoughtfu when form ng op n ons. I take my ass gnments and v.ork serous y and I ke to get th ngs done . rve been a youth soccer coach/team manager (9 years), rve twee served on the board of our oca poo c ub ( 4 years) , and I current y serve as a trustee on the board of our condomn um (3 years) .
~ sg-ir,g !tis al)licaoon yru a-e ca,fiming that yoo a-e the persoo listed in !tis llR)IK:alion and that al irtometion prc,.,ided is tnitiu and correct 1/24/2023
@--
Cityof
Santa Clara Community Development Department
r he Cl'III I:' o ! \'i·1;J! ' j Po,-;llJI, _·
Applicant Information
Santa Clara Station Area Task Force (SATF) Application
Thank you for subm tt ng your app cat on to be a part of the Santa Cara Stat on Area Task Force (SATF). We rece ved an over'Mle m ng response to the app cat on request. If you WJU d st ke to part c pate n the Task Force se ect on process, p ease prov de your responses to the fo owng quest ons by Monday, January 30 at 5:00 p.m. Based on the responses rece ved, staff w narrow dow, the number of app cants for the C ty Counc to choose from for appo ntment at an upcom ng hear ng.

Name *
Address *
Phone# *
Email*
Position *

1. Please tell us in a few sentences
why are you interested in being a
Task Force member? *
Mary Munro Kennedy
Slreet Address
A<ttess Line 2
Qty
Santa Cara
RlStal I Zip Oxle
95051
State/ R-o,,i'lce / R3gia,
CA
Quitry
USA
Rease select the Santa Ca-a Stalial Area Task Force position yoo are irterested in rep-esenting
Transportat on Advocate
The Santa C ara Stat on area across from Sant C ara Un vers ty can be opt m :zed w th regards to pedestr ans, park ng, transport, non prof t enterta nment & for prof t bus ness/reta /resource deve opment, & nat ve pants wth hab tat env ronment to
generate, hea thy air, hea thy so , storm water hand ng, and nose reduct on. It can be des gned to be both an eff cent transportat on hub and a safe, fun, prof tab e, dest nat on n tse f.

2. What knowledge or experience do
you have that would contribute to
this task force? *

3. In your opinion, what would be a
successful outcome of this task
force? *

4. Please tell us in a few sentences
why you should be selected to be a
member of this Task Force? *
I am a ret red e ectr ca eng neer wth a background n geo og ca & c v eng neer ng. I have been v s t ng and exp or ng the area around the Santa C ara Trans t Hub/Tra n stat on, and the Hstor c Santa C ara Depot/Edward Peterman of Ra road Hstory s nce 2012. I watched the renovat on of the tra n stat on/trans t hub be comp eted n 2012. Back n 2012, I saw that th s corner of Santa C ara next to the tra n stat on & Un vers ty had amaz ng energy and potent a for a commun ty connect on. Because th s trans t hub had good energy & h stor c s gn f cance, I dec ded that the ra road museum wou d be a fun p ace to connect peop e through mus c, In 2012 I started a nonprof t str nged nstrument mus c jam open to the pub c at the h stor c depot. I asked the South Bay Hstor c Ra road Soc ety wh ch runs the Museum f they wou d sponsor the jam (2nd Saturdays, 12-3pm) and SBHRS agreed to do so. I am aware of the connect ons between the SBHRS and Ca tra n, and VTA, wth regards to ma nta n ng the Museum Depot & surround ng h stor c structures. I know econom ca y that the tra n ne that passes through the Santa C ara Trans t hub prov des nks up & down the pen nsu a to other c t es & passes near sports stad ums nc ud ng of course, the Santa C ara Un vers ty sports comp ex. It s a so c ose to the Norman Y. M neta, San Jose Internat ona A rport.

Any task force dea ng wth a trans t hub ke Santa C ara Stat on wou d want to be ab e to deve op a concept to d rect the var ous transportat on f ows n the most product ve and safe way. A successfu outcome wou d be to eff c ent y d rect movement of human be ngs through the area n a t me y fash on to meet the tra ns and at the same t me, avo d as many human nteract ons wth automob es, buses, tax s, etc. A rea y successfu outcome wou d make th s area a dest nat on by nc ud ng natura , nat ve hab tat, andscap ng, and p aces of resp te wth attract ve features, p us food &, enterta nment. Bu d ng park and pathways over tunne s over E Cam no Rea (see the Tunne s park nk ng Cr ssey F e d to the San Franc sco Pres d o), s one way safer & attract ve nks for pedestr an movement n th s area cou d be created.

Connect ng tunne s to a structure bu t above the Ca tra n park ng ot cou d ncorporate more park hab tat p us commun ty spaces.

Pop-up spaces for sma bus ness owners cou d be des gned nto the area. Th s area has potent a to not on y be prof tab e, but a re ax ng and fun p ace to v s t as a dest nat on. It a ready s a hea thy, fun, fam y-fr end y, dest nat on for fam es & ch dren who v s t the Tra n Museum at the Santa C ara Depot. The C ty of Santa C ara, Santa C ara Un vers ty, VTA, Ca tra n, the Norman Y.

M neta San Jose Internat ona A rport, the C ty of San Jose, and the var ous owners of Sports Stad ums nearby, cou d form a coa t on of nvestors to opt m ze th s area. The C ty of San Jose Goog e deve opment be bu t n downtown San Jose s nked by ra to th s ocat on- that means Goog e m ght a so be nterested n nvest ng n opt m z ng th s area as we .

I am a ret red e ectr ca eng neer ng wth c v & geo og ca eng neer ng background. I am very fam ar wth the ayout of the area covered by the SATF. I have many deas/suggest ons about how to opt m ze the des gn for th s ocat on for many users and types of transportat on that use th s trans t hub. I wou d be an enthus ast c, hardwork ng, and knowedgeab e add t on to the Santa C ara Stat on Area Task Force.

Signature *
Date
S,, sigi1g tlis apijcation ya., a-e coofiming that ya., a-e 1he person listed in tlis awcalion a,d that al irtorrretion prcNKleci is truhfu a,d cxirrect 1/24/2023
@--
Cityof
Santa Clara Community Development Department
r he Cl'III I:' o ! \'i·1;J! ' j Po,-;llJI, _·
Applicant Information
Santa Clara Station Area Task Force (SATF) Application
Thank you for subm tt ng your app cat on to be a part of the Santa Cara Stat on Area Task Force (SATF). We rece ved an over'Mle m ng response to the app cat on request. If you WJU d st ke to part c pate n the Task Force se ect on process, p ease prov de your responses to the fo owng quest ons by Monday, January 30 at 5:00 p.m. Based on the responses rece ved, staff w narrow dow, the number of app cants for the C ty Counc to choose from for appo ntment at an upcom ng hear ng.

Name *
Address *
Phone# *
Email*
Position *

1. Please tell us in a few sentences
why are you interested in being a
Task Force member? *
Har ojha
Slreet Address
A<ttess Line 2
Qty
Santa cara
RlStal I Zip Oxle
95050
State/ R-o,,i'lce / R3gia,
CA
Quitry
Santa Cara
Rease select the Santa Ca-a Stalial Area Task Force position yoo are irterested in rep-esenting
Bus ness Cormllln ty
I am do ng bus ness n Santa C ara from 2018. As a sma
bus ness ow,er I th nk t's my respons b ty to support c ty and our peop e or other bus ness and th s s great opportun t es for me as we to connect wth others.

2. What knowledge or experience do I have been n quor store bus ness from 2015 a sod d my you have that would contribute to Master n Bus ness Adm n strat on(MBA) n 2017. From Nov 20, this task force? * 2022 I have started my resturant bus ness too. As a sma

3. In your opinion, what would be a
successful outcome of this task
force? *
bus ness ow,er and MBA graduate I be eve my know edge and exper ence I can he p n the task force. What are the prob ems sma bus ness are fac ng , v.ttat c ty can do to promote the r bus ness I th nk I can prov de my expert se on those fed.

Th s w def n te y one of the great nnovat on, the task force can be amaz ng p ace for bra nstorm ng new dea v.tt ch w be effect ve and eff cent. Even f we can mp ement one new dea t can have rea y great mpact n our c ty.

4. Please tell us in a few sentences
why you should be selected to be a
member of this Task Force? *
Signature *
Date
As a res dent of Santa Cara and a sma bus ness owner I th nk I can prov de va uab e contr but ons and dea for the task force on ground eve bas c. The prob ems sma bus ness are fac ng • how can we prov de rrore bus ness opportun t es to our res dent I be eve I can hep on those sector . Apart from that my earn ngs from MBA can be usefu n th s task force .
~ sg,ing ttis al)licaoon yoo a-e ca,fiming that yoo a-e the person listed in ttis ~icalion and that al irtooration pr<11Kled is truhfu and correct 1/24/2023
Applicant Information
Santa Clara Station Area Task Force (SATF) Application
Thank you for subm tt ng your app cat on to be a part of the Santa Cara Stat on Area Task Force (SATF). We rece ved an over'Mle m ng response to the app cat on request. If you WJU d st ke to part c pate n the Task Force se ect on process, p ease prov de your responses to the fo owng quest ons by Monday, January 30 at 5:00 p.m. Based on the responses rece ved, staff w narrow dow, the number of app cants for the C ty Counc to choose from for appo ntment at an upcom ng hear ng.

For your reference , the SATF sane even -member adv sory body appo nted by the C ty Counc . The SATF s adv sory, non-vot ng and w meet approx mate y once a month over the approx mate tWJ-year Santa Cara Stat on Area Spec f c Pan p ann ng process. The purpose of the SATF s to prov de nput on the vs on, and use, crcu aton, and urban des gn aspects of the Spec f c Pan, as we as key po cy ssues.

Name *
Address *
Phone# *
Email*
Position *

1. Please tell us in a few sentences
why are you interested in being a
Task Force member? *

2. What knowledge or experience do
you have that would contribute to
this task force? *
Arrrey Woodbury
Slreet Address
A<ttess Line 2
Qty
Santa Cara
RlStal I Zip Oxle
95051
State/ R-o,,i'lce / R3gia,
Ca forna
Quitry
Un ted States
Rease select the Santa Ca-a Stalial Area Task Force position yoo are irterested in rep-esenting
Transportat on Advocate
Our ct es need to change from car-f rst and car-focused to embrace another path. I want to be that advocate for a post ve future \\ttere fam es fee safe rd ng the r b kes to schoo and \\ttere commuters can take ra or a comb nat on of moda t es to get to WJrk as fast and pa n ess y as dr v ng. I want the area surround ng the new stat on area to embrace the future nstead of mere y support ng a car-f rst approach.

I have spent the past 9 years w:,rk ng n the deve opment and serv ce of e ectr c veh c es. What I've earned beyond EVs s that we need to rad ca y embrace many forms of transportat on beyond the trad t ona ICE veh c e - b kes to trans t to e ectr f cat on to support ng pedestr ans.

3. In your opinion, what would be a I'd ove to see us bu d a newto\Ml center wth support ng successful outcome of this task bus nesses mak ng the trans t hub as v.e com ng and usefu as force? * some of the great trans t hubs n Amer ca and Europe . Cou d th s be the Gare du Nord of Ca forn a? The Grand Centra Stat on? Maybe not, but can v.e try to approach that rather than just be ng a parkng ot?

4. Please tell us in a few sentences I deep y wantto understand a of the prob ems peop e brng to the why you should be selected to be a tab e and fnd a consensus so ut on that meets most current users member of this Task Force? * v.tiere they are and supports add ng more users to the stat on area.

Name *
Address *
Phone# *
Email*
Position *

1. Please tell us in a few sentences
why are you interested in being a
Task Force member? *
yuk kez
Slreet Address
A<ttess Line 2
Qty State/ R-o,,i'lce I R3gia,
santa cara ca
RlStal I Zip Oxle Quitry
95051 us
Rease select the Santa Ca-a Stalial Area Task Force position yoo are irterested in rep-esenting
At Large
Th s w be one of the most mportant deve opment projects n our cty.

2. What knowledge or e xpe rie nee do I served on the Santa C ara P ann ng Comm ss on for 10 years you have that would contribute to
this task force? *

3. In your opinion, what would be a
successful outcome of this task
force? *
and am fam ar wth a p ann ng process .

I am hop ng for a recommend at on to the C ty Counc wth pans that w support a arge number of peop e 'M'lo w be us ng the stat on. I WJU d ke to see a commerc a area that w serve both oca bus nesses and commuters. The C ty shou d everage the ant c pated traff c for pace mak ng.

4. Please tell us in a few sentences
why you should be selected to be a
member of this Task Force? *
Signature *
Date
I have ved n Santa C ara for 35 years and am comm tted to serv ng our commun ty. Peop e \I/ho know my ong -stand ng vo unteer act v t es know that I am respons be and w put the t me and effort requ red to do a good job. I have 'Mlrked on the P ann ng Comm ss on, Santa Cara S ster Ct es Assoc at on, St.

Justn Comrrunty Mn stry , and ad-hoc commttees for the Cty. ~ sg,ing ttis al)licaoon yoo a-e ca,fiming that yoo a-e the person listed in ttis ~icalion and that al irtooration pr<11Kled is truhfu and correct 1/26/2023
@--
Cityof
Santa Clara Community Development Department
r he Cl'III I:' o ! \'i·1;J! ' j Po,-;llJI, _·
Applicant Information
Santa Clara Station Area Task Force (SATF) Application
Thank you for subm tt ng your app cat on to be a part of the Santa Cara Stat on Area Task Force (SATF). We rece ved an over'Mle m ng response to the app cat on request. If you WJU d st ke to part c pate n the Task Force se ect on process, p ease prov de your responses to the fo owng quest ons by Monday, January 30 at 5:00 p.m. Based on the responses rece ved, staff w narrow dow, the number of app cants for the C ty Counc to choose from for appo ntment at an upcom ng hear ng.

Name *
Address *
Phone# *
Email*
Position *

1. Please tell us in a few sentences
why are you interested in being a
Task Force member? *
Jonathan Mar naro
Slreet Address
A<ttess Line 2
Qty
Santa Cara
RlStal I Zip Oxle
95050-5425
State/ R-o,,i'lce / R3gia,
CA
Quitry
USA
Rease select the Santa Ca-a Stalial Area Task Force position yoo are irterested in rep-esenting
At Large
I have ved next to the Santa Cara Tra n Stat on for over the past decade and vs ted t much as a k d, but a ways WJndered why t seemed so d sconnected from the c ty tse f. Wth the growth of the Dow,tow, area and the WJrk SCU has put nto the area between the tWJ, I can now see that \\hat we need s a porta for those who can easy just jump off a tra nor (soon) BART nto our fne cty and enjoy the benefts and attractons we have and w have to come!
I'm a so a huge ra fan, and hav ng a we -regarded ra
transportat on hub w th such a huge h story s a mass ve draw to someone ke myse f and I WJU d want that access to be someth ng for a to be ab e to enjoy.

2. What knowledge or experience do I have been a meni:Jer of the Santa Cara Cu tura Comm ss on for you have that would contribute to
this task force? *

3. In your opinion, what would be a
successful outcome of this task
force? *

4. Please tell us in a few sentences
why you should be selected to be a
member of this Task Force? *
Signature *
Date
a nuni:Jer of years now and a res dent for more than that wth my tam y hav ng been here for generat ons, so I know Santa C ara as a c ty we . I a so have ved n many other paces wth fantast c ra serv ce and know that, when t s done we , t can be the major artery for a c ty that most just !rave around. In add ton, I have a background and ove of c v c nfrastructure and want to see a project ke th s a ow for eas er engagement w th the amen t es SCU and the C ty tse f have and make t far easer for Santa C arans to stay n-c ty and enjoy themse ves nstead of hav ng to eave to go e sewhere.

Have a competed , s gned-off and funded pan to turn the area north and south of the stat on a the way through the cafll)us to the new Downtown that a ows for easy access to a modes of transportat on wh e focus ng on a wa kab e and enjoyab e merchant d str ct usab e by students , commuters and everyone e se com ng through our great c ty.

I ove th s c ty, the h story and the hope of 'Mlat t w become.

W thout a proper trans-moda system for peop e to exper ence t, we w just become the same stop-off that most ct es between San Jose and San Franc sco are, 'Ml ch s someth ng that we don't need to re egate ourse ves to. Wth a we -executed pan we can create a arger downtown/un vers ty area that can r va any other n terms of a dest nat on for comrnun ty, shopp ng and exst ng that we shou d have had for the past forty years.

I shou d be se ected for the task force because I do tru y care about what we can become and br ng a young and exper enced v ev.po nt that's bu t upon years of v ng n to'Mls that have ether chosen to do 'Mlat we need to do and four sh or chose not to and ayfa ow.

S,, sigi1g tlis apijcation ya., a-e coofiming that ya., a-e 1he person listed in tlis awcalion sld that al irtorrretion prcNKleci is truhfu sld cxirrect 1/27/2023
@--
Cityof
Santa Clara Community Development Department
r he Cl'III I:' o ! \'i·1;J! ' j Po,-;llJI, _·
Applicant Information
Santa Clara Station Area Task Force (SATF) Application
Thank you for subm tt ng your app cat on to be a part of the Santa Cara Stat on Area Task Force (SATF). We rece ved an over'Mle m ng response to the app cat on request. If you WJU d st ke to part c pate n the Task Force se ect on process, p ease prov de your responses to the fo owng quest ons by Monday, January 30 at 5:00 p.m. Based on the responses rece ved, staff w narrow dow, the number of app cants for the C ty Counc to choose from for appo ntment at an upcom ng hear ng.

Name *
Address *
Phone# *
Email *
Position *

1. Please tell us in a few sentences
why are you interested in being a
Task Force member? *
Un Rhee
Slreet Address
A<ttess Line 2
Qty

SANJOSE
RlStal I Zip Oxle
95136
State/ R-o,,i'lce / R3gia,
CA
Quitry
Un ted States
Rease select the Santa Ca-a Stalial Area Task Force position yoo are irterested in rep-esenting
Bus ness Cormllln ty
He ping other community earn new things and expand their know edge has a ways been my passion.

2. What knowledge or experience do I be eve I can app ya the sk s rve acqu red so far such as you have that would contribute to
this task force? *

3. In your opinion, what would be a
successful outcome of this task
force? *

4. Please tell us in a few sentences
why you should be selected to be a
member of this Task Force? *
customer serv ce exper ence
T earn WJrk, Respons b t es and contr but on my efforts to our c ty I'm a good and honest team payer , and I know I don't have the most extens ve WJrk h story as of Task Force member, but v.tiat I ack n exper ence I cou d make up for n efforts, enthus asm and ded cat on.

Signature *
Date
S,, sg,ng ttis ~ yw a-e caifiming that yw a-e the persoo listed in ttis ~cation and that al irtomation pro.,i::lec:f is truhfu and correct 1/29/2023
@--
Cityof
Santa Clara Community Development Department
r he Cl'III I:' o ! \'i·1;J! ' j Po,-;llJI, _·
Applicant Information
Santa Clara Station Area Task Force (SATF) Application
Thank you for subm tt ng your app cat on to be a part of the Santa Cara Stat on Area Task Force (SATF). We rece ved an over'Mle m ng response to the app cat on request. If you WJU d st ke to part c pate n the Task Force se ect on process , p ease prov de your responses to the fo owng quest ons by Monday , January 30 at 5:00 p.m. Based on the responses rece ved , staff w narrow dow, the number of app cants for the C ty Counc to choose from for appo ntment at an upcom ng hear ng.

For your reference , the SATF sane even -member adv sory body appo nted by the C ty Counc . The SATF s adv sory , non-vot ng and w meet approx mate y once a month over the approx mate tWJ-year Santa Cara Stat on Area Spec f c Pan p ann ng process. The purpose of the SATF s to prov de nput on the vs on, and use, crcu aton, and urban des gn aspects of the Spec f c Pan, as we as key po cy ssues.

Name *
Address *
Phone# *
Email*
Position *

1. Please tell us in a few sentences
why are you interested in being a
Task Force member? *
Ana M. Vargas-Sm th
Slreet Address
A<ttess Line 2
Qty
Santa Cara
RlStal I Zip Oxle
95050
State/ R-o,,i'lce / R3gia,
CA
Quitry
Un ted States
Rease select the Santa Ca-a Stalial Area Task Force position yoo are irterested in rep-esenting
At Large
I am a fe ong res dent of the O d Quad and 'M:lar a number of Commun ty hats. I ove Santa Cara's d verse h story and ts many commun ty-or ented amen t es-a sma tow, wth b g c ty assets posed for grov.th s where we are gong. That sa d, t's mportant for the commun ty to cont nue to keep connect ng the dots between our past and future--1 be eve I can fac tate that g ven my educat on, oork and commun ty exper ence . I am current y the Cha r of the BART /VT A Commun ty Work ng Group and have been on the CWG s nee 2018. I serve as H stor c Landmarks Comm ss oner and am a member of the Dow,tow, Commun ty
Task Force member serv ng as HLC s nee 2018. Is ton the S con Va ey Centra Chamber board and var ety of non prof t boards ke the Santa Cara Parade of Champ ons, MCCF and
others. Vo unteer sm and g v ng back to my commun ty are a way of fe for me.

2. What knowledge or experience do
you have that would contribute to
this task force? *
My Career exper ence was predom nant y n Tech as Bus ness P anner, Project Management and Market ng. P ann ng s second nature to me--tak ng a project from ground z.ero to across the f n sh ne n a t me y fash on s one of my strengths and someth ng I enjoy. I am a so a sma Santa C ara Bus ness owner for 20 years.

My other fe ong pass on s Comrrun ty. Fortunate y to grow up and ve n the O d Quad. I have been act ve n my SC comrrun ty s nee I can remember ( .e. St. Care's, SCHS, SES/Others). Snee 20181 have served on the 1-t..C Commsson (now as Vee Cha r-I am a h story geek), on the Santa Cara Do'M'ltown Task Force as HLC, and on other NPO Boards: Santa Cara Parade of
Champ ons (Pres dent), SVC Chamber, and others. I am a true be ever n the power of bu d ng consensus and f nd ng so ut ons co ect ve y 'Mlenever poss be. We want so ut ons that w ast and benef t the comrrun ty. Santa Cara s fac ng a new chapter n grov.th, and I want to hep make that \\Ork for our commun ty now and nto the future.

3. In your opinion, what would be a The Santa Cara Stat on put Santa Cara on the map h stor ca y. successful outcome of this task Our Ra road Depot s a Nat ona y reg stered H stor c pace and force? * was one of the o dest cont nuous y operat ng RR Depots unt 1997. It was one of tv.o "way stat ons" between SF and SJ. The

4. Please tell us in a few sentences
why you should be selected to be a
member of this Task Force? *
Signature *
Date
f rst sh pment of fresh fru t (Pears) went by Ra from CA to East Coast n 1869. The rrost Successfu Outcome s to create a Pan connects our past and future, that serves as a so ut on (L ve, Work, Pay for future generat ons) and the gateway to our h stor c commun ty-an entry po nt that connects to our New Masterp an for the Do'M'ltO'Ml Santa C ara-of 'Ml ch have been a part offca ysnce2018ontheDCTF. lbrng feongknowedgeof
the area as a res dent but a so an understand ng of how Santa Cara can tru y represent as the center of S con Va ey n the Reg on.

I have deep roots n Santa Cara, ts commun ty s un que and d verse to the area and somehow has earned to br dge and ba ance between ts agr cu tura past and ts Tech future.

I want to hep to ensure that as a fe ong res dent 'M'IO wants our commun ty to cont nue to thr ve that grov.th nvo ves the commun ty at every stage.

My Downtown Comrrun ty Task Force, 1-t..C Comm ss oner, SC BART NT A CWG Cha r and f\PO Board Exper ences and ove and connect on to our conTT~m ty s 'Mlat I w br ng to th s Santa C ara Stat on Area Pan. The pan w requ re comrrun ty nput and support f t s to be successfu -- I can br ng that eve of outreach.

My future s here n Santa C ara and want to he p to make sure that the pan s a qua ty conTT~m ty dr ven pan that br ngs the commun ty ong term benef ts for generat ons.
~ sig1i,g ttis ~ yoo a-e ccrniming that yoo a-ethe persoo listed in ttis !lR)licalion and that al irtometion pro1Kled is lrutju and correct 1/29/2023
@--
Cityof
Santa Clara Community Development Department
r he Cl'III I:' o ! \'i·1;J! ' j Po,-;llJI, _·
Applicant Information
Santa Clara Station Area Task Force (SATF) Application
Thank you for subm tt ng your app cat on to be a part of the Santa Cara Stat on Area Task Force (SATF). We rece ved an over'Mle m ng response to the app cat on request. If you WJU d st ke to part c pate n the Task Force se ect on process, p ease prov de your responses to the fo owng quest ons by Monday, January 30 at 5:00 p.m. Based on the responses rece ved, staff w narrow dow, the number of app cants for the C ty Counc to choose from for appo ntment at an upcom ng hear ng.

Name *
Address *
Phone# *
Email*
Position *

1. Please tell us in a few sentences
why are you interested in being a
Task Force member? *
Dan e 1-llynh
Slreet Address
A<ttess Line 2
Qty
Santa Cara
RlStal I Zip Oxle
95051
State/ R-o,,i'lce / R3gia,
CA
Quitry
us
Rease select the Santa Ca-a Stalial Area Task Force position yoo are irterested in rep-esenting
At Large
We need a bod vs on for the stat on area and I th nk I can hep create that vs on. As an at arge member, I WJU d move the pan to cons der a wde range offactors such how t WJU d affect oca bus nesses, the env ronment, transportat on, hous ng, etc. It shou dn't be just another fe ess bock of concrete espec a y t can be a mass ve step forward n the r ght d rect on to he p address some many ssues and to make the commun ty and c ty of Santa Cara a better pace for everyone.

2. What knowledge or experience do I w:,u d contr bute my exper ence(s) and (po cy) know edge from you have that would contribute to
this task force? *
my t me on the Home ess Taskforce as we that from my t me as a VT A advocate and a member of S con Va ey Youth C mate
Act on.

3. In your opinion, what would be a A successfu outcome of th s task force \\OU d be creat ng a pan successful outcome of this task for the stat on area that 'o\Orks for everyone and benefts the force? * mmed ate comrrun ty and the c ty as a v.tio e. One that he p br ngs new v s tors/tour sts to the c ty v.tio n turn w he p enr ch us v a our bus nesses . One that lll)roves traff c by encourag ng more peop e to use pub c transportat on therefore reduc ng congest on. One that breathes new fe by be ng carbon neutra at the very east, hopefu y carbon negat ve w th be ng ook ng someth ng ke the CA Academy of Sc ences nstead of just be ng another bor ng, stone bu d ng. And one that he ps address the oca hous ng er s s.

4. Please tell us in a few sentences I shou d be se ected to be a member of th s Task Force because I why you should be selected to be a have the know edge, experence , and the vs on to hep create the member of this Task Force? * best possb e stat on area. lllloreover, as someone v.tio's young/ n Signature *
Date
the r 20s, I represent the up and com ng generat on that w have to ve wth the stat on area and thus a of the consequences of v.tiatever happens/v.tiatever th s taskforce and the c ty counc choses to do. So t's fll)Ortant, young vo ces ke m nes and a d verse range of vo ces are apart of th s taskforce to ensure t w \\Ork for a generat ons and for a the peop e of Santa C ara ~ sg-ir,g !tis al)licaoon yru a-e ca,fiming that yoo a-e the persoo listed in !tis llR)IK:alion and that al irtometion prc,.,ided is tnitiu and correct 1/30/2023
@--
Cityof
Santa Clara Community Development Department
r he Cl'III I:' o ! \'i·1;J! ' j Po,-;llJI, _·
Applicant Information
Santa Clara Station Area Task Force (SATF) Application
Thank you for subm tt ng your app cat on to be a part of the Santa Cara Stat on Area Task Force (SATF). We rece ved an over'Mle m ng response to the app cat on request. If you WJU d st ke to part c pate n the Task Force se ect on process, p ease prov de your responses to the fo owng quest ons by Monday, January 30 at 5:00 p.m. Based on the responses rece ved, staff w narrow dow, the number of app cants for the C ty Counc to choose from for appo ntment at an upcom ng hear ng.

City Council and Authorities ConcurrentMarch 21, 2023

City Council and Authorities Concurrent
March 21, 2023