SCSA Financial Status Report for the Quarter Ending December 31, 2022 — City Council and Authorities Concurrent, March 21, 2023

SCSA
Santa Clara Stadium Authority

SANTA CLARA

STADIUM AUTHORITY

FINANCIAL STATUS REPORT
Quarter Ending December 31, 2022
March 21, 2023

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 Committee 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

6 Non-NFL Events
This section provides annual and comparative data for N on-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 cu rrent 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% 14,307 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 budget 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, En gineering, 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 perfo rmance-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 $ Increase/(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 Faci lities District (CFD). CFD levies and collects a special hotel tax on hotel rooms within the CFD. All collections from the special CFD hotel taxes ar e 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 Authorit y 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 incl ude 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, t he Stadium Authority will determi ne 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 Agreem ent 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 develo ped 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 Progra m 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 re ceives 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 Council and Authorities ConcurrentMarch 21, 2023

City Council and Authorities Concurrent
March 21, 2023