8.3 of the Fixed Rate Note Purchase Agreement or has become or is declared to be immediately due and payable pursuant to Section 12.1 of the Note Purchase Agreement, as the context requires.
"ManagementCo Line of Credit Agreement" means that certain Amended and Restated Line of Credit Agreement, dated as of the Closing Date, entered into by and between the Authority and Forty Niners Stadium Management Company LLC, as the same may be amended, restated, supplemented or otherwise modified from time to time. "Master Agreement" means an ISDA master agreement (and related schedules and annexes) or other similar agreement documenting a Hedge Agreement. "Maximum Annual Debt Service" means, as of any date of calculation, an amount equal to the maximum aggregate Initial Debt Service payable during the then-current or any future Fiscal Year with respect to any then-outstanding Term Loans and Notes; provided, that, for purposes of this definition, Initial Debt Service shall be deemed to (A) include prepayments 22 required to be made pursuant to Sections 2.14(a) and (b) of the Credit Agreement relating to payments made pursuant to (i) Section 2.14( d) of the Authority Credit Agreement and the relate? Exhibit O-Required ECF Transfer Calculation and (ii) Section 2.14(d) of the StadCo Credit Agreement and the related Exhibit 0-Required ECF Transfer Calculat~on and (~) exclude principal payments of the Term Loans scheduled to be made on the Matunty Date with respect thereto.
"Monthly Date" means the 15th day of each calendar month occurring after the Closing Date (or, if such 15th day is not a Business Day, the immediately succeeding Business Day).
"Moody's" means Moody's Investors Service, Jnc.
"NFL" means the National Football League, a not-for-profit assoc1at1on having its principal executive office at 345 Park Avenue, New York, New York, and its successors and assigns.
"NFL CBA" means a collective bargaining agreement between the NFL and the NFL Players Association, or their respective successors.
"NFL Events" means NFL Games, and community relations, promotional and corporate partner private events and other events or meetings related to the promotion or operation of the Team and, if applicable, a Second Team, such as open houses, fan appreciation nights, fantasy camps, and other marketing evenfs.
"NFL G-4 Facility" means a loan facility which may be secured on a subordinate basis, and will be in a principal amount not to exceed $200,000,000 (and the funds advanced and committed to be advanced from time to time to StadCo thereunder), made by NFL Ventures or an affiliate of NFL Ventures for the benefit of StadCo pursuant to the NFL Resolution G-4 an<;l NFL Resolution G-1, as the same may, in accordance with the terms thereof, be amended, modified, supplemented, or replaced from time to time, and evidenced by: (a) the NFL G-4 Loan Agreement; (b) any and all promissory notes executed in connection therewith by StadCo, as the same may, with the consent of the applicable parties thereto, be amended, modified, supplemented, or replaced from time to time; or (c) such other and/or successor documents, notes and/or other instruments evidencing such loan, as the same may, with the consent of the applicable parties thereto, be amended, restated, supplemented, replaced or otherwise modified from time to time.
''NFL Games" means NFL or other professionaJ football games. "NFL Players Association" means the union for professional football players in the NFL.
"NFL Resolution G-J" means the resolution adopted by the member clubs of the NFL on February 2, 2012 (as amended, restated, supplemented or otherwise modified from time to time), authorizing loans in an amount of up to $200 million from the NFL, or an Affiliate of the NFL, to StadCo to finance the stadium construction project.
23 ''NFL Resolution G-4" means the resolution adopted by the member clubs of the NFL in December 2011 (as amended, restated, supplemented or otherwise modified from time to time), authorizing loans from the NFL, or an Affiliate of the NFL, to member clubs to finance stadium construction projects.
"NFL Rules and Regulations" means the Constitution and Bylaws of the NFL, the Articles of Association and Bylaws of the NFL Management Council, any amendments to any such document, any interpretations of any such document issued from time to time by the NFL Commissioner, and all other applicable rules, resolutions or policies as the NFL, the NFL Management Council, or the NFL Commissioner may issue from time to time. "NFL Ventures" means NFL Ventures L.P., a Delaware limited partnership, and its successors and assigns.
''Non-Consumable Concessions" means the sale in or from the Stadium Complex, of souvenirs, apparel and merchandise (including, without limitation, NFL novelties and licensed items) and other non-edible items, goods, services, equipment and wares. "Non-NFL Event Advertising Rights" means transient electronic advertising on the areas of the Stadium scoreboards identified in the Stadium Signage Plan, as the same may be amended by agreement of the Authority and StadCo from time to time, that is purchased exclusively for and displayed exclusively during Non-NFL Events, as well as promotional events and activities occurring exclusively during Non-NFL Events.
"Non-NFL Events" means events conducted in the Stadium other than NFL Events pursuant to a plan and schedule established by the Authority each year in consultation with StadCo pursuant to the terms of the StadCo Lease.
"Non-NFL Ticket Surcharge" means that certain surcharge of Four Dollars ($4) per Ticket to all Non-NFL Events for which Tickets are sold or otherwise offered to the public. ''Non-Relocation Agreement" means that certain Non-Relocation Agreement (Collateral Trustee) dated as of the Closing Date between the Team and the Collateral Trustee, as the same may be amended, restated, supplemented or otherwise modified from time to time. "Note Documents" is defined in the recitals of this Agreement. "Note Obligations" means the Trust's obligations from time to time owed to the holders of the Notes or the Collateral Trustee under any Note Document, in each case whether for principal, interest (including interest which, but for the filing of a petition in bankruptcy with respect to the Trust, would have accrued on any Note Obligation, whether or not a claim is allowed against the Trust for such interest in the related bankruptcy proceeding), Make-Whole Amount or Breakage Amounts, if applicable, fees, expenses, indemnification or otherwise. "Note Purchase Agreements" is defined in the recitals to this Agreement. "Notes" is defined in the recitals of this Agreement.
24 "Obligation" means, collectively, the Note Obligations and the Loan Obligations. "Ordinary Course Settlement Payments" means all payments due by (i) the Trust under any Hedge Agreement, (ii) StadCo under any StadCo Hedge Agreement or (iii) the Authority under any Authority Hedge Agreement, in each case from time to time, calculated in accordance with the respective terms of such Hedge Agreement, StadCo Hedge Agreement or Authority Hedge Agreement, but excluding, as applicable, any "Early Termination Amounts" or "Close-out Amounts" (as such terms are used in the 2002 ISDA Master Agreement), any "Settlement Amounts" (as such term is defined in the 1992 ISDA Master Agreement) or any Termination Payments due and payable under such Hedge Agreement, StadCo Hedge Agreement or Authority Hedge Agreement.
"Owners' Club" means the Suites, including the Team Suite, and related Club Facilities depicted on the Stadium Plans, which shall be available for the exclusive use of StadCo, the Team, any Second Team and their respective invitees.
"Permitted Indebtedness" means Indebtedness:
(a) which shall be treated equally and secured ratably with the Obligations thereunder, the obligations under the Fixed Rate Note Documents, the obligations under the Floating Rate Note Documents and the obligations under the Credit Documents, with the same liens and priority, without preference, priority or distinction. Any such Permitted Indebtedness shall bear interest at such rate or rates, mature on such dates and in such amounts, and be issued at such prices as shalJ be approved by the Collateral Trustee; and (b) which shall be issued to pay the costs of capital improvements undertaken by StadCo or the Authority relating to the Stadium Project; provided, that:
(i) as of the date of the issuance of any Permitted Indebtedness, (A) no Default or Event of Default shall have occurred and then be continuing and (B) Collateral Trustee shall have received a certificate from each of StadCo and/or the Authority, as applicable, signed by an Authorized Officer, stating as of the date of such certificate, no default or event of default shall have occurred and then be continuing under the StadCo Credit Documents and/or Authority Credit Documents, as applicable;
(ii) the documents evidencing such Permitted Indebtedness shall contain such intercreditor arrangements as are acceptable to the Collateral Trustee; (iii) Collateral Trustee shall have received a current, correct and complete project schedule and budget accurately representative of all expected costs of the contemplated capital improvements to be undertaken by StadCo and/or the Authority, as applicable, relating to the Stadium Project; (iv) Collateral Trustee shall have received a certified copy of a resolution or resolutions of each of StadCo and/or the Authority, as applicable:
25 (1) authorizing the issuance, sale, execution and delivery o f such Permitted Indebtedness;
(2) specifying the interest rate or rates, maturity date or dates, amounts maturing on such date or dates, initial interest payment dat e and redemption provisions for such Permitted Indebtedness; and (3) stating the purpose for which such Permitted Indebtedness is being issued;
(v) Collateral Trustee shall have received a written statement from a nationally recognized independent engineering firm:
(1) giving an estimate of the cost of such capital improvement; and
(2) stating an opinion that the proceeds of such Permitted Indebtedness, together with any monies identified and available for such purpose, will be sufficient to complete the capital improvements within the time and costs;
(vi) Collateral Trustee shall have received an Officer's Certificate of an Authorized Officer of the Trust with a detailed internal report demonstrating and conc1uding that, following the incurrence of the contemplated Permitted Indebtedness, for each fu]I Fiscal Year following the completion of the capital improvements to be financed through the incurrence of such Permitted Jndebtedness until the later of the maturity date of (v) the Term Loans, (w) the Fixed Rate Notes, (x) the Floating Rate Notes, (y) the Refinancing Indebtedness, and (z) the Permitted Indebtedness:
(1) The Trust's ratio during the last full Fiscal Year immediately prior to the incurrence of such Permitted Indebtedness, of (A)Revenues for such period, to
(B) Debt Service for such period (provided, that for the calculation in this clause (vi)(J )(B), Debt Service shall be deemed to (x) include prepayments required to be
made pursuant to Sections 2.14(a) and (b) of the Credit Agreement relating to payments made pursuant to (i)
Section 2.14(d) of the Authority Credit Agreement and
the related Exhibit 0-Required ECF Transfer
Schedule and (ii) Section 2. 14( d) of the StadCo Credit Agreement and the related Exhibit 0- Required ECF
Transfer Schedule and (y) exclude for any such
Indebtedness for which a Balloon Payment becomes
due and payable in any such Fiscal Year, such Balloon
Payment),
26 shall be not Jess than ·1.25 to 1.00. Notwithstanding the foregoing, if such . ratio is required to be calculated pursuant to this clause (vi)(l) during the first year following the date of Closing, such calculat!on sha~I be based on an annualization of the period from the date of Closing until the date for which the coverage is to be computed; and
(2) The Trust's projected or forecasted ratio, for each such full Fiscal Year of
(A) Revenues, determined on a pro forrna basis, for such period, to
(B) Debt Service for such period (provided, that for the calculation in this clause (vi)(2)(B), Debt Service shall be deemed to (x) include prepayments required to be
made pursuant to Sections 2.14(a) and (b) of the Credit Agreement relating to payments made pursuant to (i)
Section 2.14(d) of the Authority Credit Agreement and
the related Exhibit O-Required ECF Transfer
Schedule and (ii) Section 2.14(d) of the StadCo Credit
Agreement and the related Exhibit O-Required ECF
Transfer Schedule and (y) exclude for any such
Indebtedness for which a Balloon Payment becomes
due and payable in any such Fiscal Year, such Balloon
Payment),
shall be not less than 1.25 to 1.00; and
(vii) S&P, Moody's or Fitch shall have delivered to the Trust a letter confirming that the credit rating of the Notes shall be unaffected by the incurrence of such Permitted Indebtedness and the Trust shalr have delivered a copy of such confirmation letter to the holders of the Notes. "Permitted Investments" means investments described in one of the categories below; provided, however, that (A) amounts held in StadCo Accounts and StadCo subaccounts may not be invested in any investments which are not also permitted under StadCo's then-current investment guidelines, and (B) amounts held in Authority Accounts and Authority subaccounts may not be invested in any investments which are not also permitted under the then-current investment policy of the Authority:
(a) marketable securities (i) issued or directly and unconditionally guaranteed as to interest and principal by the United States Government or (ii) issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United States, in each case maturing within one year after such date; ·
(b) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one year after such date and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P, at least A-1 from Fitch, or at least P-1 from Moody's; 27 (c) commercial paper maturing no more than three months from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P, at least A-1 from Fitch, or at least P-1 from Moody's;
(d) certificates of deposit or bankers' acceptances maturing within three months after such date and issued or accepted by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia that (i) is at least "adequately capitalized" (as defined in the regulations of its primary Federal banking regulator) and (ii) has Tier 1 capital (as defined in such regulations) of not less than $1,000,000,000; and
(e) shares of any money market mutual fund that (i) has substantially all of its assets invested continuously in the types of investments referred to in clauses (a) and (b) above, (ii) has net assets of not less than $5,000,000,000, and (iii) has the highest rating obtainable from S&P, Fitch, or Moody's.
"Permitted Lien" means:
(a) Liens on the Collateral in favor of Collateral Trustee, subject to the Collateral Trust and Intercreditor Agreement, for the ratable benefit of Secured Parties granted pursuant to any Credit Document or Note Document;
(b) Liens for Taxes if obligations with respect to such Taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and adequate reserves have been made in accordance with GAAP;
(c) statutory Liens of banks (and rights of set-off) and other Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or ERISA or a violation of Section 436 of the Internal Revenue Code), in each case incurred in the ordinary course of business (i) for amounts not yet overdue or (ii) for amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of five days) are being contested in good faith by appropriate proceedings, so long as such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amounts;
(d) Liens permitted by the Authority Credit Agreement or the StadCo Credit Agreement;
(e) Liens, pursuant to documentation satisfactory to Co-Lead Arrangers, in favor of NFL Ventures in connection with the NFL G-4 Facility, which shall be fully subordinate to the Liens in favor of the Collateral Trustee in connection with the Obligations; and (f) Liens in a manner acceptable to the Collateral Trustee securing Permitted Indebtedness.
"Permitted Secured Debt Documents" means, as of any date, the Financing Documents and, with respect to Additional Permitted Secured Debt outstanding as of such date, the term loan agreement, credit agreement, reimbursement agreement, note purchase agreement, 28 indenture, Master Agreement or similar financing agreement evidencing such Additional Permitted Secured Debt and the ancillary documents executed in connection therewith, in each case, in effect as of such date.
"Permitted Secured Debt Representative" means (a) with respect to the Lenders, the Collateral Trustee, (b) with respect to the Floating Rate Noteholders, the Collateral Trustee, (c) with respect to the Fixed Rate Noteholders, the Collateral Trustee, and (c) with respect to Additional Permitted Secured Debt, each holder of such Additional Permitted Secured Debt (or any agent or representative on its behalf) that becomes a party to the Collateral Trust and 1ntercreditor Agreement pursuant to Section 5.6(b) thereof. "Permitted Secured Hedges" means a Hedge Agreement constituting Additional Permitted Secured Debt.
"Person" means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and Governmental Authorities. "Playing Field" means the area within the Stadium upon which NFL Games are played, including the area between the end zones, the area within each end zone, and the area lying outside the side lines and end zones, as delineated on the Stadium Plans, as same may be removed, replaced or covered for other Stadium Events and meeting the requirements of NFL Rules and Regulations therefor.
"Pourage Rights" means the exclusive right in accordance with Applicable Laws to designate on an exclusive or non-exclusive basis the provider of beverage brands to, at or in the area in question.
"Premises" means:
(a) . The Stadium and the Stadium Ancillary Property, including StadCo's Exclusive Facilities, but excluding the Authority Exclusive Facilities; (b) StadCo's parking spaces;
(c) The Stadium Personal Property; and
(d) All air rights and air space above the Stadium and the Stadium Site. "Premium Seating" means the Suites, Club Seats and any other type of preferred location seating available at the Stadium, including Playing Field passes. "Premium Stadium Areas" means the club and other premium areas of the Stadium depicted on the Stadium Plans, as the same may from time to time be relocated, redesigned, reconfigured, expanded or reduced, or otherwise modified pursuant to the StadCo Lease. 29 "Prepaid Contracts" means any contract or agreement pursuant to whic_h (i) S~ite Prepayment Proceeds are received by StadCo, and (ii) certain payments owing rn multiple years of such contract or agreement are prepaid prior to September 1, 2015. For the avoidance of doubt, all amounts received in respect of a contract or agreement that constitutes a Prepaid Contract are StadCo Revenues.
"Prime Rate" means the rate of interest quoted in the print edition of The Wall Street Journal, Money Rates Section as the Prime Rate ( currently defined as the base rate on corporate loans posted by at least 75% of the nation's thirty (30) largest banks), as in effect from time to time. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. The Administrative Agent or any other Lender may make commercial loans or other loans at rates of interest at, above or below the Prime Rate. "Project Liquidated Damages and Insurance Proceeds" means, collectively, (i) all liquidated damages paid by the Design-Builder under the Design-Build Agreement, (ii) all insurance proceeds in respect of an event of loss or damage to the Stadium Project and (iii) all proceeds in respect of any taking or condemnation of the Stadium Project, in each case which are received by the Authority, StadCo as agent for the Authority or otherwise, the Collateral Trustee or any Secured Party.
"Refinancing Indebtedness" means any secured Indebtedness (including any Registered Equivalent Notes) issued, incurred or otherwise obtained (including by means of the extension or · renewal of existing Indebtedness) by the Trust in the form of one or more series of senior secured notes or loans; provided that (i)(A) such Indebtedness is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Note Obligations and under security documents substantially similar to the Collateral Documents and is not secured by any property or assets other than the Collateral, (B) the holders of such Indebtedness (or their representative) and the Collateral Trustee shall be party to the Collateral Trust and Intercreditor Agreement, (C) to the extent such Indebtedness is incurred by the Trust and the Required Holders shall have entered into an amendment to this Agreement and any other Note Document determined to be necessary in the discretion of the Required Holders, and (D) such Refinancing Indebtedness has covenants, mandatory prepayments, default and remedy provisions and other terms and conditions (other than interest, fees, premiums or funding discounts) that are substantially identical to, or less favorable to the investors providing such Indebtedness than, those set forth in this Agreement and (ii) such Indebtedness shall be issued, incurred or otherwise obtained in exchange for, or to extend, renew, replace or refinance, in whole or part, existing Indebtedness ("Refinanced Debt"): provided that (a) such Indebtedness has a later maturity and a weighted average life to maturity equal to or greater than the Refinanced Debt, and (b) such Refinanced Debt shall be repaid and discharged on a dollar-for-dollar basis (net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith), and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, concurrently with the incurrence of such Indebtedness.
"Registered Equivalent Notes" means, with respect to any notes originally issued in a Rule 144A or other private placement transaction under the Securities Act, substantially identical notes issued in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the U.S. Securities and Exchange Commission.
30 r .
"Related Agreement'' has the meaning assigned to such term in the Upper-Tier Credit Agreement.
"Required Amount" is defined in Section 3.l 7(a).
"Required Creditors" means, at any time, the holders of more than 50% of the fil!!!! of, without duplication, (a) the aggregate outstanding principal amount of all Secured Obligations under the Financing Documents and (b) in the case of Additional Permitted Secured Debt, the aggregate outstanding principal amount of all Secured Obligations under such Additional Permitted Secured Debt (if and when such Additional Permitted Secured Debt is incurred and subject, in the case of Permitted Secured Hedges, to the proviso to the definition of "Secured Obligations").
"Requisite Lenders" has the meaning assigned to such term in the Upper-Tier Credit Agreement.
"Revenues" means all Authority Revenues and StadCo Revenues. "S&P" means Standard & Poor's, a Division of The McGraw-Hill Companies, Inc. "SBL Agreement" means the agreement pursuant to which a Person is entitled to an SBL in the form attached to the StadCo Lease as Exhibit Q, subject to changes as may be approved by StadCo iri StadCo's sole and absolute discretion. "SBL Proceeds" means all payments, revenues, rents, royalties, issues, profits, fees and other proceeds paid or payable by the applicable licensees for any SBLs, net of costs of issuance or sale.
"SBL Proceeds Certificate" is defined in Section 3. 13. "SBLs" and "Stadium Builders Licenses" means the licenses issued to Persons pursuant to the SBL Agreement for the right to purchase season tickets for NFL Games in the Stadium in which the Team is the home team, and a preferential right to purchase Tickets for Non-NFL Events.
"Second Team" means any sublessee or licensee of the Premises and Appurtenant Areas, or any portion thereof, which is not an Affiliate of StadCo. "Second Team Construction Revenue" means any upfront payments received by StadCo from a Second Team and available to fund Second Team Costs. "Second Team Costs" means a cost payable by StadCo pursuant to Article 17 of the StadCo Lease in connection with StadCo's entry into a Second Team Sublease. "Second Team Seat License Proceeds" means all payments, revenues, rents, royaJties, issues, profits, fees and other proceeds paid or payable by the applicable licensees for any Second Team Seat Licenses, net of costs of issuance or sale, and excluding any related finance charges paid or payable by such licensees. 31 "Second Team Seat Licenses" means licenses issued to Persons pursuant to a seat license agreement to be mutually agreed upon by the Authority and StadCo and the Second Team for the right to purchase season tickets for NFL Games in the Stadium in which the Second Team is the home team, and a preferential right to purchase Tickets for Non-NFL Events. "Second Team Sublease" means any sublease or license of the Premises and Appurtenant Areas, or any portion thereof, to a Second Team for the purpose of the exhibition, · presentation or broadcasting (or other transmission) of (a) NFL Games, or (b) any other NFL Events.
"Secured Obligations" means, without duplication:
(a) all Indebtedness, loans, advances, debts, liabilities and all other obligations, howsoever arising, owed by the Trust to the Secured Parties of every kind and description (whether or not evidenced by any note or instrument and whether or not for the payment of money), direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, pursuant to the terms of the Permitted Secured Debt Documents, including all interest, principal and, in the case of (i) the Fixed Rate Noteholders, Make-Whole Amount, if any, and (ii) the Floating Rate Noteholders, Breakage Amounts, if any, fees (including commitment fees, participation fees and fronting fees), charges, expenses, attorneys' fees and accountants fees chargeable to the Trust or payable by the Trust thereunder;
(i) any and all sums advanced by the Collateral Trustee in order to preserve the Collateral or preserve its security interest in the Collateral; and (ii) in the event of any proceeding for the collection or enforcement of the obligations described in clause (a) and (b) above, after a Trigger Event shall have occurred and be unwaived or after the occurrence of an Event of Default for which the Collateral Trustee is acting pursuant to an Act of Required Creditors, the expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Collateral Trustee of its rights under the Security Documents, together with any necessary attorneys' fees and court costs; provided, that in no event shall the aggregate Secured Obligations under all Permitted Secured Hedges in effect at any time (calculated by determining the aggregate Hedge Agreement Values of all such Permitted Secured Hedges at such time) exceed the amount (expressed as a dollar value) available to the Trust at such time in accordance with the Credit Agreement, the Fixed Rate Note Purchase Agreement, the Floating Rate Note Purchase Agreement, and the other Permitted Secured Debt Documents to secure Permitted Secured Hedges (after taking into account all Additional Permitted Secured Debt outstanding at such time). "Secured Parties" means the Collateral Trustee, each Depositary Bank, each Permitted Secured Debt Representative, each Lender, each Fixed Rate Noteholder, each Floating Rate Noteholder, and each secured party under Additional Permitted Secured Debt (if and when such Additional Permitted Secured Debt is incurred pursuant to the terms of the Collateral Trust and lntercreditor Agreement).
32 "Securities" means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as "securities" or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.
"Securities Act" means the Securities Act of l 933, as amended from time to time, and any successor statute.
"Securities lntermediary" means a Person that (a) is a "securities intermediary" as defined in Section 8-102(a)(14) of the UCC and (b) in respect of any Book-Entry Security, is also a "securities intermediary" as defined in 31 C.F.R. Section 357.2 (or, as applicable to such Book-Entry Security, the corresponding Federal Book-Entry Regulations governing such BookEntry Security). "Security Agents" means, collectively, the Collateral Trustee and each Depositary Bank.
"Security Documents" means this Agreement, the Pledge and Security Agreement, the Collateral Trust and lntercreditor Agreement, any other Collateral Document, all Filing Statements, and all other instruments, documents and agreements (including any deposit account control agreements or securities account control agreements, as applicable) delivered by the Trust pursuant to the Credit Agreement, the Fixed Rate Note Purchase Agreement, the Floating Rate Note Purchase Agreement, or any of the other Credit Documents, Fixed Rate Note Documents, or Floating Rate Note Documents, in order to grant to, or perfect in favor of, Collateral Trustee, for the ratable benefit of Secured Parties, a Lien on any real, personal or mixed property of the Trust as security for the Secured Obligations, as each of the same may be amended, restated, supplemented or otherwise modified from time to time and any such other security agreement or instrument to be filed with respect to the Liens created under such documents.
"Security Entitlement" means (a) "security entitlement" as defined in Section 8- l 02(a)(l 7) of the UCC (except in respect of a Book-Entry Security) and (b) in respect of any Book-Entry Security, a "security entitlement" as defined in 31 C.F.R. Section 357.2 (or, as applicable to such Book-Entry Security, the corresponding Federal Book-Entry Regulations governing such Book-Entry Security) which, to the extent required or permitted by the Federal Book-Entry Regulations, is also a "security entitlement" as defined in Section 8-102(a)(] 7) of the UCC.
"Service Rights" means the exclusive right to designate service rights to be provided on an exclusive or non-exclusive basis to, at or in the area in question. "Shared Stadium Expenses" means only the costs paid by the Authority in operating, managing and maintaining the Premises pursuant to Section 8.1 of the StadCo Lease. 33 "Signa!.?e" means all signage and any and all other media (whether now existing or developed in the future) used for Advertising and Sponsorships, including Stadium Components Sponsorship Rights, Stadium Naming Rights, or for other marketing purposes in or on the Stadium Complex or Appurtenant Areas, including any signage or other media located in or on the Stadium, the scoreboards, the video boards (including "JumboTron"-type screens), advertising signs, banners or displays, time clocks, message boards, billboards, public address announcements, and any other media (whether now existing or developed in the future) located in, on or upon the Stadium Complex or Appurtenant Areas through which a Person holding rights pursuant to an agreement with another advertises or markets or may advertise or market any products, services, events or any other items.
"Site Plan" means the Site Plan attached to the StadCo Lease as Exhibit C-1. "Special Payments" means any damages, indemnity payments and similar amounts received by StadCo, the Authority, the Trust, the Collateral Trustee or any Secured Party pursuant to the Related Agreements, including any liquidated damages received pursuant to the terms of the Non-Relocation Agreement or Authority Non-Relocation Agreement. For the avoidance of doubt, "Special Payments" shall not include any Project Liquidated Damages and Insurance Proceeds.
"StadCo Account Collateral" has the meaning assigned to that term in Section 2.S(c). "StadCo Accounts" means, collectively, the StadCo Construction Account, the StadCo Distributions Account, the StadCo Excess Borrowings Account, the StadCo O&M Account, the StadCo Revenue Account, the StadCo Liquidated Damages and Insurance Proceeds Account and the StadCo Tax Distributions Account. "StadCo Advance" means the subordinate loan from StadCo to the Authority in accordance with the terms of the StadCo Obligations Agreement. "StadCo Agency Advance" has the meaning assigned to that term in the Funding Agreement.
"StadCo Agents" means (i) Goldman Sachs Bank U_SA, as Administrative Agent under the StadCo Credit Agreement and (ii) any other Person appointed under the StadCo Credit Documents to serve in an agent or similar capacity.
"StadCo CFD Advance" means a loan or loans made by StadCo to the Authority which, in the aggregate, shall not exceed the maximum CFO contribution amount for the Development Costs.
"StadCo Collateral Documents" means the StadCo Pledge and Security Agreement, this Agreement, the StadCo Real Estate Documents and all other instruments, documents and agreements (including any deposit account control agreements or securities account control agreements, as applicable) delivered by StadCo pursuant to the StadCo Credit Agreement or any of the other StadCo Credit Documents in order to grant to, or perfect in favor of the Trust, a Lien on any real, personal or mixed property of StadCo as security for the StadCo Obligations, as each of the same may be amended, restated, supplemented or otherwise modified from time to time. 34 "StadCo Construction Account" has the meaning assigned to that term m Section
2.3(a)(xvii).
"StadCo Construction Revenues" means (i) all StadCo Revenues received by StadCo from the Stadium Project prior to September 1, 2015 as a result of Prepaid Contracts, (ii) any refund to StadCo of moneys previously deposited with the Authority in connection with make-ready work related to the Stadium Project, and (iii) all interest income and investment earnings related to the foregoing.
"StadCo Credit Agreement" means that certain Amended and Restated Credit dated as of the Closing Date, among the Trust, StadCo and Goldman Sachs Bank USA, as administrative agent, as the same may be amended, restated, supplemented or otherwise modified from time to time.
"StadCo Credit Documents" means any of the StadCo Credit Agreement, the StadCo Collateral Documents, and all other documents, certificates, instruments or agreements executed and delivered by StadCo for the benefit of StadCo Agents, Collateral Trustee or the Trust in connection with the StadCo Credit Agreement.
"StadCo Credit Extension" means a StadCo Term A Credit Extension, a StadCo Term B Credit Extension or a StadCo Term C Credit Extension. "StadCo Debt Service Annual Amount" means, for any date, the amount of estimated debt service (including, without limitation, Ordinary Course Settlement Payments) to be paid by StadCo over the remainder of the then-current Fiscal Year and the first three (3) months of the following Fiscal Year, as set forth in the Stadium Operations Budget; provided, that, for purposes of this definition, debt service shall be deemed to exclude prepayments made pursuant to Section 2.14(d) of the StadCo Credit Agreement and the related Exhibit 0-Required ECF Transfer Calculation.
"StadCo Debt Service Monthly Amount" means the amount of estimated debt service (including, without limitation, Ordinary Course Settlement Payments) to be paid by StadCo for the immediately succeeding calendar month, as set forth in the Stadium Operations Budget; provided, that, for purposes of this definition, Debt Service shall be deemed to exclude the prepayments made pursuant to Section 2.14( d) of the StadCo Credit Agreement and the related Exhibit O-Required ECF Transfer Calculation. "StadCo Distributions Account" has the meaning assigned to that term in Section
2.3(a)(xviii)
"StadCo Excess Borrowings Account" has the meaning assigned to that term in Section 2.3(a)(xix).
"StadCo Hedge Agreement" means a StadCo Interest Rate Agreement entered into by StadCo with the Trust.
"StadCo Hedge Receipts" means any amounts received by StadCo pursuant to a StadCo Hedge Agreement.
35 "StadCo Interest Rate Agreement" means any interest rate swap agreement (including forward-starting interest rate swap agreements), interest rate cap agreement, interest rate _co!lar agreement, interest rate hedging agreement, interest rate lock agreement, or other s1m1 lar agreement or arrangement, each of which is for the purpose of hedging the interest rate exposure associated with StadCo's operations and not for speculative purposes. "StadCo Lease" means that certain Amended and Restated Stadium Lease Agreement dated as of June 19, 2013 between the Authority and StadCo, as the same may be further amended, restated, supplemented or otherwise modified from time to time. "StadCo Lease Rent Annual Amount" means, for any date, the amount of estimated rental payments to be paid by StadCo under the StadCo Lease over the remainder of the then-current Fiscal Year and the first three (3) months of the following Fiscal Year, as set forth in the Stadium Operations Budget.
"StadCo Lease Rent Monthly Amount" means the amount of rental payments to be paid by StadCo under the StadCo Lease for the immediately succeeding calendar month, as set forth in the Stadium Operations Budget.
"StadCo Lender Counterparty" means the Trust in its capacity as lender under the StadCo Credit Agreement.
"StadCo Liquidated Damages and Insurance Proceeds Account" has the meaning assigned to that term in Section 2.3(a)(xx).
"StadCo O&M Account" has the meaning assigned to that term in Section
2.3(a)(xxi).
"StadCo O&M Annual Amount" means, for any date, the amount of estimated operations and maintenance expenses to be paid by StadCo over the remainder of the thencurrent Fiscal Year and the first three (3) months of the following Fiscal Year, as set forth in the Stadium Operations Budget.
"StadCo O&M Monthly Amount" means the amount of estimated operations and maintenance expenses to be paid by StadCo for the immediately succeeding calendar month, as set forth in the Stadium Operations Budget.
"StadCo Obligations" means StadCo's obligations from time to time owed to Administrative Agent and the Trust, in each case, under any StadCo Credit Document or StadCo Hedge Agreement, whether for principal, interest (including interest which, but for the filing of a petition in bankruptcy with respect to the StadCo, would have accrued on any StadCo Obligation, whether or not a claim is allowed against StadCo for such interest in the related bankruptcy proceeding), payments for early termination of StadCo Hedge Agreements, fees, expenses, indemnification or otherwise.
"StadCo Obligations Agreement" means that certain Amended and Restated StadCo Obligations Agreement, dated as of the Closing Date, between the Authority and StadCo, as it may be further amended, restated, supp]emented or otherwise modified from time to time. 36 "StadCo Pledge and Security Agreement" is defined in the recitals hereto. "StadCo Project Costs" means those certain costs and expenses of the approximately 1.8 million square foot, approximately 68,500 seat professional football stadium to be owned by the Authority, and all related facilities and other improvements paid or payable by StadCo. "StadCo Reserve Share" means a fraction, the numerator of which is the thenoutstanding principal amount of all StadCo Term Loans, and the denominator of which is the sum of the then-outstanding principal amounts of a!J StadCo Term Loans and all Authority Term Loans.
"StadCo Revenue Account" has the meaning assigned to that term m Section
2.3(a)(xxii).
"StadCo Revenues" means all revenues (on a cash received basis rather than a GAAP basis) (including all Tenant Revenue but excluding (i) the City of Santa Clara Senior and Youth Program Fee, (ii) the ticket component, or visiting team share of amounts in excess of the ticket component, of any club seat or private suite revenues and any other revenues to which the NFL, the NFL's Affiliates or the Team is entitled, (iii) the proceeds of the NFL G-4 Facility received by StadCo, and (iv) all amounts payable by StadCo to a third party taxing authority in respect of sales, use, excise, admission or similar taxes or charges), received by StadCo from the Stadium Project, any StadCo Hedge Receipts and all interest income and investment earnings related thereto, which StadCo Revenues are pledged by StadCo to the Trust pursuant to the StadCo Pledge and Security Agreement; provided, however, moneys received by StadCo from the Authority in connection with the payment or prepayment of interest on, principal of or other amounts with respect to the StadCo Advance shall constitute StadCo Revenues only if and to the extent that on the date such moneys are received by StadCo there exists a deficiency in any StadCo Account or in any StadCo subaccount of any Trust Account.
"StadCo Tax Distributions Account" has the meaning assigned to that term m Section 2.3(a)(xxiii).
"StadCo Tax Distributions Amount" means, for any date, the amount of estimated taxes (calculated at the highest federal, state and local marginal tax rate applicable to individuals) to be paid by the direct and indirect members of StadCo over the ensuing twelve ( 12) month period as a result of the operations of StadCo. "StadCo Tenn A Credit Extension" means a StadCo Term A Initial Credit Extension, a StadCo Term A Construction Costs Credit Extension, the StadCo Term A Substantial Completion Credit Extension, or a StadCo Term A Financing Costs Credit Extension. "StadCo Tenn A Construction Costs Credit Extension" made at any time after the Closing Date but no later than the 30th day before the Final Construction Credit Extension Date and no more frequently than once per calendar month.
"StadCo Term A Financing Costs Credit Extension" means a StadCo Term A Credit Extension deemed to have made by the Trust on each StadCo Term A Loan Interest Payment 37 Date prior to the date of Substantial Completion, in respect of the interest and all accrued and unpaid fees then due and owing.
"StadCo Term A fnitial Credit Extension" means a StadCo Term A Credit Extension made by the Trust to StadCo on the StadCo Tenn A Initial Credit Extension Date. "StadCo Term A Loan" means a Term A Loan made by the Trust to StadCo pursuant to Section 2.1 (a)(i) of the StadCo Credit Agreement.
"StadCo Term A Loan Interest Payment Date" means with respect to any StadCo Term A Loan, October I, 2013 and each April 1 and October l thereafter, and the StadCo Tenn A Maturity Date.
"StadCo Term A Maturity Date" means, with respect to the StadCo Term A Loans, April I, 2039.
"StadCo Term A Substantial Completion Credit Extension" means the StadCo Tenn A Loan used or to be used by StadCo to pay a portion of the remaining StadCo Project Costs to achieve Substantial Completion.
"StadCo Tenn B Construction Costs Credit Extension" means a StadCo Term B Credit Extension made at any time after the Closing Date but no later than the 30th day before the Final Construction Credit Extension Date and no more frequently than once per calendar month. "StadCo Term B Credit Extension" means a StadCo Term B Initial Credit Extension, a StadCo Term B Construction Costs Credit Extension, the StadCo Term B Substantial Completion Credit Extension, or a StadCo Term B Financing Costs Credit Extension. "StadCo Term B Financing Costs Credit Extension" means a StadCo Term B Credit Extension deemed to have made by the Trust on each StadCo Term B Loan Interest Payment Date prior to the date of Substantial Completion, in respect of the interest and all accrued and unpaid fees then due and owing.
"StadCo Term B Initial Credit Extension" means a StadCo Term B Credit Extension made by the Trust to the StadCo on the StadCo Term B Initial Credit Extension Date. "StadCo Term B Loan" means a Term B Loan made by the Trust to StadCo pursuant to Section 2.1 (a)(ii) of the StadCo Credit Agreement.
"StadCo Term B Loan Interest Payment Date" means with respect to (i)(a) any StadCo Term B Loan that is a Base Rate Loan, the last Business Day of March, June, September and December of each year, commencing on September 30, 2013 and the Maturity Date of such StadCo Term B Loan, (b) any StadCo Term B Loan made during the Standstill Period that is a Base Rate Loan, the last Business Day of March, June, September and December of each year, commencing on the first such date to occur after the date such StadCo Term B Loan is made and the termination date of any such Standstill Period; and (ii) any StadCo Term B Loan that is a Eurodollar Rate Loan, the last day of each Interest Period applicable to such StadCo Term B Loan; provided, in the case of each Interest Period of longer than three months "Term B Loan 38 Interest Payment Date" shall also include each date that is three months, or an integral multiple thereof, after the commencement of such Interest Period. "StadCo Term B Substantial Completion Credit Extension" means the StadCo Tenn B Loan used or to be used by StadCo to pay a portion of the remaining StadCo Project Costs to achieve Substantial Completion.
"StadCo Term C Construction Costs Credit Extension" means a StadCo Term C Credit Extension made at any time after the Closing Date but no later than the 30th day before the Final Construction Credit Extension Date and no more frequently than once per calendar month. "StadCo Term C Credit Extension" means a StadCo Term C Initial Credit Extension, a StadCo Term C Construction Costs Credit Extension, the StadCo Term C Substantial Completion Credit Extension, or a StadCo Term C Financing Costs Credit Extension. "StadCo Term C Financing Costs Credit Extension" means a StadCo Term C Credit Extension deemed to have made by the Trust on each StadCo Term C Loan Interest Payment Date prior to the date of Substantial Completion, in respect of the interest and all accrued and unpaid fees then due and owing.
"StadCo Term C Initial Credit Extension" means a StadCo Term C Credit Extension made by the Trust to the StadCo on the StadCo Term C Initial Credit Extension Date. "StadCo Term C Loan" means a Term C Loan made by the Trust to StadCo pursuant to Section 2.1 (a)(iii) of the StadCo Credit Agreement.
"StadCo Term C Loan Interest Payment Date" means with respect to any Term C Loan, October I, 2013 and each April 1, July I, October J, and January l thereafter, and the StadCo Term C Maturity Date.
"StadCo Term C Maturity Date" means, with respect to the StadCo Term C Loans, April 1, 2023.
"StadCo Term C Substantial Completion Credit Extension" means the StadCo Term C Loan used or to be used by StadCo to pay a portion of the remaining StadCo Project Costs to achieve Substantial Completion.
"StadCo Term Loans" means, collectively, the StadCo Term A Loans, the StadCo Term B Loans and the StadCo Term C Loans.
"StadCo Withdrawal Certificate" is defined in Section 3.18. "StadCo's Exclusive Facilities" means (a) the Stadium Commercial Areas, including the Team Store and the Hall of Fame, as depicted on the Stadium Plans, (b) StadCo's Administrative Space, as depicted on the Stadium Plans, (c) locker rooms and related training space, (d) the Stadium AudioNideo Facilities, (e) the Owners' Club, including the Team Suite, (f) the Suite Tower depicted on the Stadium Plans, including all Suites, but excluding any Premium Stadium Areas located in the Suite Tower; and (g) such other areas designated for the 39 exclusive use of StadCo, the Team, any Second Team or other Tenant Parties within the Premises depicted on the Stadium Plans or on the Site Plan; provided, however, that (i) StadCo may, subject to the provisions of Article Vlll of the StadCo Lease, relocate, redesign, reconfigure, expand or reduce, or otherwise modify StadCo's Exclusive Facilities and (ii) if a Second Team shall play and host NFL Home Games in the Stadium, StadCo shall, subject to the provisions of Article 17 of the StadCo Lease (but otherwise without compensation to the Stadium Authority), have the right to convert Stadium Operations Areas into StadCo's Exclusive Facilities as may be reasonably necessary to accommodate the use of the Premises by a Second Team (e.g., locker rooms and related training space, coaches' offices). "StadCo's Parking Spaces" means the thirty-nine (39) parking spaces designated as "Tenant's Parking Spaces" on the Site Plan and/or, excluding the Authority Parking Spaces, such other parking spaces as may be located from time to time on the Stadium Site. "Stadium" means the approximately 68,500 seat stadium (with the possibility for expansion to approximately 75,000 seats for special events), which is to be constructed by the Authority within the Stadium Site in accordance with the Construction Agency Agreement. Any reference to Stadium shall include any part or portion thereof, unless the context otherwise requires.
"Stadium Ancillary Property" means all of the Adjacent Plaza Areas depicted on the Site Plan, driveways, walkways and other access ways, curbs, fences and other barriers, directional and informational signage, ticket booths, light fixtures and landscaping located on the land leased by the Authority pursuant to the Ground Lease, including the South Access Road. "Stadium AudioNideo Facilities" means the facilities located in the Stadium for the operation of the Stadium "public address" and other sound systems, and for the operation of, and the production of content for, the scoreboards, "ribbon" boards and other electronic screens and displays in and about the Premises.
"Stadium Authority Administrative Offices" means the administrative offices of the Authority at the Stadium as generally depicted on the Stadium Plans, to conduct and manage the operations of the Stadium.
"Stadium Authority Revenue" means, for each Lease Year, (a) all revenue from operation of the Stadium during the Stadium Authority Season, excluding Tenant Revenue, (b) the Facility Rent and Tenant's Proportionate Share of Shared Stadium Expenses paid by StadCo for such Lease Year and ( c) such additional types of revenue as are set forth in Article 12 of the StadCo Lease.
"Stadium Capital Expenditure Reserve" means the segregated capital repair and replacement fund held in the Stadium Capital Expenditure Reserve Account. "Stadium Capital Expenditure Reserve Account" means a separate depository account maintained by the Authority (or, following the Tenant Season Expansion Date, StadCo) at an Acceptable Bank for the purpose of holding, applying, investing and transferring the Stadium Capital Expenditure Reserve. The Stadium Capital Expenditure Reserve Account shall be separate from, and shall not be a part of, any other fund or account of the Authority. 40 "Stadium Commercial Areas" means, collectively, the Team Store, the Hall of Fame and those portions of the Stadium to be subleased by StadCo for retail, restaurant, or other commercial purposes from time to time.
"Stadium Complex" means the Stadium and the Stadium Ancillary Property. "Stadium Components" means the components of the Stadium, as distinct from the Stadium as a whole. "Stadium Components" includes, without limitation, Stadium gates, levels, plazas, concession areas, scoreboards, locker rooms and seating areas. "Stadium Components Sponsorship Rights" means all Advertising and Sponsorship Rights relating to the Stadium Components. ·
. "Stadium Events" means any NFL Game or other NFL Event, Non-NFL Event or Civic Event, but excluding Tenant Incidental Uses, in or on the Premises. "Stadium Manager" means Forty Niners Stadium Management Company LLC or its permitted successors or assigns.
"Stadium Naming Rights" has the meaning assigned to such term in the StadCo Lease. "Stadium Operations Budget" means a comprehensive budget showing monthly detail for the operation of the Stadium prepared by Stadium Manager in consultation with the Authority and StadCo that the Trust shall deliver to the Collateral Trustee, which Stadium Operations Budget wi11 identify or include (i) an estimate of operations and maintenance costs to be paid by the Authority (A) initially, for the period beginning on the date of Substantial Completion and ending on the last day of the first full Fiscal Year of Stadium operations and (B) ·thereafter, for the two Fiscal Year period beginning on the date by which such Stadium Operations Budget is required to be delivered pursuant to Section 5.24 of the Upper-Tier Credit Agreement, (ii) an estimate, using commercially reasonable assumptions as to interest rates, interest periods and similar variables, of debt service costs (including, without limitation, any Ordinary Course Settlement Payments under any Hedge Agreements), to be paid by the Authority (A) initially, for the period beginning on the date of Substantial Completion and ending on the last day of the first full Fiscal Year of Stadium operations and (B) thereafter, for the two Fiscal Year period beginning on the date by which such Stadium Operations Budget is required to be delivered pursuant to Section 5.24 of the Upper-Tier Credit Agreement, (iii) an estimate of operations and maintenance costs to be paid by StadCo (A) initially, for the period beginning on the date of Substantial Completion and ending on the last day of the first full Fiscal Year of Stadium operations and (B) thereafter, for the two Fiscal Year period beginning on the date by which such Stadium Operations Budget is required to be delivered pursuant to Section 5.24 of the UpperTier Credit Agreement, (iv) an estimate of debt service costs to be paid by StadCo (A) initially, for the period beginning on the date of Substantial Completion and ending on the last day of the first full Fiscal. Year of Stadium operations and (B) thereafter, for the two Fiscal Year period beginning on the date by which . such Stadium Operations Budget is required to be delivered pursuant to Section 5.24 of the Upper-Tier Credit Agreement, (v) an estimate ofrental payments to be paid by the Authority under the Ground Lease (A) initially, for the period beginning on the date of Substantial Completion and ending on the last day of the first full Fiscal Year of Stadium 41 operations and (B) thereafter, for the two Fiscal Year period beginning on .the date by which such Stadium Operations Budget is required to be delivered pursuant to Section 5.24 of the UpperTier Credit Agreement, (vi) an estimate of rental payments to be paid by StadCo under the StadCo Lease (A) initially, for the period beginning on the date of Substantial Completion and ending on the last day of the first full Fiscal Year of Stadium operations and (B) thereafter, for the two Fiscal Year period beginning on the date by which such Stadium Operations Budget is required to be delivered pursuant to Section 5.24 of the Upper-Tier Credit Agreement, and (vii) an estimate of distributions to be paid by StadCo (A) initially, for the period beginning on the date of Substantial Completion and ending on the last day of the first full Fiscal Year of Stadium operations and (B) thereafter, for the two Fiscal Year period beginning on the date by which such Stadium Operations Budget is required to be delivered pursuant to Section 5.24 of the UpperTier Credit Agreement; provided, that any modification or supplement to the Stadium Operations Budget that increases the Stadium Operations Budget by more than (x) I 0% in the aggregate shall be made only subject to the approval of the Collateral Trustee and (y) 20% in the aggregate shall be made only subject to the approval of Requisite Lenders. "Stadium Personal Property" means all furniture, fixtures, equipment, furnishings, machinery, and all other components and personal property owned by, or leased to, the Authority that is from time to time located on the Premises, together with all additions, alterations and replacements thereof (whether replaced by either the Authority or StadCo), including all furniture, fixtures, equipment, furnishings, machinery, displays, Signage attendant to Stadium Naming Rights or Non-NFL Event Advertising Rights, and other personal property installed, affixed, attached or supplied to the Premises by the Stadium Authority pursuant to the terms of the Construction Agency Agreement and any additions, changes or alterations thereto or replacements or substitutions therefor. Stadium Personal Property does not include Tenant's Personal Property or any personal property owned or leased by any Approved Subtenants, licensees or invitees that may from time to time be brought onto the Premises. "Stadium Plans" means the initial plans and specifications for the Stadium attached as Exhibit C-2 to the StadCo Lease.
"Stadium Project" an approximately 1.8 million square foot, approximately 68,500 seat professional football stadium, and all related facilities and other improvements, together with supporting infrastructure, on a site on the south side of Tasman Drive at Centennial Boulevard in Santa Clara, California.
"Stadium Signage Plan" means the signage plan for the Stadium Complex and Appurtenant Areas, which shall, subject to StadCo's right to reasonably determine the location of Signage attendant to Advertising and Sponsorship Rights and Stadium Components Sponsorship Rights, as provided in Article 15 of the StadCo Lease, be prepared before the Commencement Date by the mutual approval of the Authority and StadCo, as the same may thereafter be amended, restated, supplemented or otherwise modified from time to time. "Stadium Site" means those certain parcels of real property generally located at the southwest comer of Tasman Boulevard and Centennial Drive in Santa Clara, California as more particularly described in Exhibit A to the Ground Lease. 42 "Standstill Period" means, so long as the NFL Consent Letter is in effect, any "Standstill Period" as defined in the NFL Consent Letter.
"Strike" means (i) a players' strike or work stoppage called by the NFL Players Association or any successor organization, (ii) an NFL lockout of the NFL Players Association, or (iii) any other termination, suspension or cancellation of regular season football games caused by the expiration or termination of an NFL CBA.
"Strike Reserve Commencement Date" means the date that is 12 months prior to the expiration of the then-current NFL CBA.
"Strike Reserve Requirement" means, during the period beginning on any Strike Reserve Commencement Date and concluding on the following Strike Risk Conclusion Date, an amount equal to 50% of Maximum Annual Debt Service. "Strike Risk Conclusion Date" means the date on which the then-current NFL CBA is extended or a new NFL CBA becomes effective, either upon execution of a letter of intent with respect thereto or otherwise.
"Subsidiary" means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; provided, in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a "qualifying share" of the former Person shall be deemed to be outstanding. "Substantial Completion" means that, with respect to the development of the Stadium Project, delivery to the Trust and the Collateral Trustee of the following items shall have occurred: (i) written statements from the Design-Builder and the Construction Monitor certifying that the Stadium Project has been substantially completed in accordance with the construction plans, Design-Build Agreement and Stadium Project Budget, subject to certain insubstantial punch list items and future construction costs that may be funded out of Construction Costs Credit Extensions/Withdrawals after Substantial Completion and the Substantial Completion Credit Extension/Withdrawal, (ii) a copy of a temporary certificate of occupancy, (iii) all consents and approvals from the NFL, necessary to hold an NFL game in the Stadium, and (iv) to the extent required, all Governmental Authorizations. "Substantial Completion Date" means the date on which Substantial Completion is achieved .
"Suite Prepayment Proceeds" means the first $150,000,000 of payments, revenues, rents, royalties, issues, profits, fees and other proceeds from prepayments of amounts owing in multiple years of suite license contracts or agreements (excluding for the avoidance of 43 doubt, the ticket component of any amounts so paid) made by licensees of suites at the Stadium received by StadCo at any time on or prior to December 31, 2014. "Suite Tower" means the nine (9) levels of floor area located on the west side of the Stadium as shown on the Stadium Plans, which includes Suites and Premium Stadium Areas. "Suites" means the private, enclosed suites constructed within the Stadium from time to time.
"Tax" means any present or future tax, levy, impost, duty, assessment, charge, fee, deduction or withholding (together with interest, penalties and other additions thereto) of any nature and whatever called, by whomsoever, on whomsoever and wherever imposed, levied, collected, withheld or assessed; provided, "Tax on the overall net income" of a Person shall be construed as a reference to a tax imposed by the jurisdiction in which that Person is organized or in which that Person's applicable principal office (and/or, in the case of a Lender, its lending office) is located on all or part of the overall net income, profits or gains (whether worldwide, or only insofar as such income, profits or gains are considered to arise in or to relate to a particular jurisdiction, or otherwise) of that Person (and/or, in the case of a Lender, its applicable lending office).
"Team" means Forty Niners Football Company LLC, a member club and owner of a franchise of the NFL.
"Team Store" means the retail store(s) located in the Stadium designated as a "Team Store" from time to time by StadCo and the Stadium Authority, in which StadCo and the Team shall have the right to sell souvenirs, apparel and merchandise (including, without limitation, NFL novelties and licensed items) and other items, goods, services, equipment or wares relating to the Team or any Second Team.
"Team Suite" or "Team Suites" means the Suite or Suites designated from time to time by StadCo for use by the owner of the Team and any Second Team. "Telecommunications Products or Services" means local and long-distance land line and wireless telephone services, yellow pages and directory services (including on-line and Internet based), network integration, inside wiring and cabling, fiber deployment, basic network infrastructure, public communications, pay telephones, calling cards (including prepaid), voice mail, Internet services, programming, transmission of voice and data, interactive communications, virtual or enhancements of the same, land line and wireless video and data services, cable and wireless television services, paging services, home security services, mobile telecommunications devices, equipment and hardware (including RFID hardware), and any related mobile applications and software, whether providing telephone service, the transmission of voice and data, Internet service or network service, and any other telecommunications devices, equipment, hardware, software or other similar or related products or services. "Telecommunications Rights" means any and all of the rights to the full use and enjoyment and to control, provide, conduct, lease, license, grant concessions with respect to and contract for, Telecommunication Products or Services to or for the Stadium Complex, including the right to sell or license the right to provide Telecommunications Products or Services on an 44 exclusive or nonexclusive basis. Telecommunications Rights does not include advertising through Telecommunications Rights.
"Tenant Jmprovements" means improvements within the Stadium that are designated pursuant to the StadCo Lease to be owned by, and constructed at the cost of StadCo or its subtenants, as further described and in accordance with the StadCo Lease. "Tenant Incidental Uses" means the rights of StadCo, the Team, any Second Team and Suite licensees to use those portions of the Stadium for the purposes and in the manner described in Section 4.3.2 of the StadCo Lease.
"Tenant Revenue" has the meaning assigned to such term in the StadCo Lease. ''Tenant Season Expansion Date" means the date on which the Authority's election to expand the Tenant Season to consist of the entire Lease Year, from April 1 through the next succeeding March 31 in accordance with the terms of Article 5 of the StadCo Lease is effective. "Tenant's Personal Property" means, collectively, the furniture, fixtures, equipment, furnishings, machinery and all other components and personal property owned by, or leased to, StadCo (other than that leased to StadCo under the StadCo Lease), the Team or any Second Team, together with all additions, alterations and replacements thereof. "Tenant's Proportionate Share" means fifty percent (50%), except as excluded pursuant to Section 8.3.1 of the StadCo Lease.
"Term Loan" means a term loan made by a Lender to the Trust pursuant to the UpperTier Credit Agreement. "Termination Date" means (i) with respect to Authority Accounts, the date the Authority Obligations (other than contingent indemnification obligations) are paid in full, (ii) with respect to the StadCo Accounts, the date the StadCo Obligations (other than contingent indemnification obligations) are paid in full and (iii) with respect to the Trust Accounts, the date on which the Trust Obligations (other than contingent indemnification obligations) are paid in full.
"Term B Maturity Date" means June 19, 2018.
"Termination Payments" means all amounts due from the Trust, StadCo or the Authority in connection with any unwinding, breach, cash settlement or termination of any transactions under a Hedge Agreement, StadCo Hedge Agreement or Authority Hedge Agreement, all as calculated pursuant to such Hedge Agreement, StadCo Hedge Agreement or Authority Hedge Agreement; provided, that for the avoidance of doubt, "Termination Payments" shall not include any Ordinary Course Settlement Payments due under any such Hedge Agreement, StadCo Hedge Agreement or Authority Hedge Agreement. "Ticket" means the ticket or other indicia by which admission to the Stadium and, in some cases, admission to a Suite or other Premium Seating or Premium Stadium Areas, for Stadium Events is permitted and controlled.
45 "Trigger Event" means an Event of Default resulting from a Bankruptcy Event of the Trust that causes any Secured Obligations to become immediately due and payable under a Permitted Secured Debt Document, as notified in writing to the Collateral Trustee. "Trust" has the meaning assigned to that term in the first paragraph of this Agreement.
"Trust Account Collateral" has the meaning assigned to such term in Section 2.5(a). "Trust Accounts" means, collecti"vely, the Trust Construction Account, the Trust Debt Service Account, the Trust Debt Service Reserve Account, the Trust Excess Cash Flow Account, the Trust Rent and O&M Account, the Trust Strike Reserve Account, the Trust Revenue Account, the Trust Special Payments Account and the Trust Tax Distributions Account.
"Trust Construction Account" has the meaning assigned to that term in Section
2.3(a)(i).
"Trust Debt Service Account" has the meaning assigned to that term m Section
2.3(a)(ii).
"Trust Debt Service Reserve Account'' has the meaning assigned to that term in Section 2.3(a)(iii)
"Trust Excess Cash Flow Account" has the meaning assigned to that term in Section
2.3(a)(iv).
"Trust Hedge Receipts" has the meaning assigned to that term in Section 3.2(c). "Trust Obligations" means the Note Obligations and the Loan Obligations. "Trust Rent and O&M Account" has the meaning assigned to that term in Section
2.3(a)(v).
"Trust Revenue Account" has the meaning assigned to that term in Section 2.3(a)(vi). "Trust Special Payments Account" has the meaning assigned to that term in Section
2.3(a)(x).
"Trust Strike Reserve Account" has the meaning assigned to that term in Section
2.3(a)(viii).
"Trust Tax Distributions Account" has the meaning assigned to that term in Section
2.3(a)(ix).
"Upper-Tier Credit Agreement" means the Credit Agreement, as it may be amended, restated, supplemented or otherwise modified from time to time. 46 Section 1.2. UCC Terms. A]I terms defined in the UCC shall have the respective meanings given to those terms in the UCC, except where otherwise defined in the Credit Agreement or this Agreement or the context requires otherwise.
Section 1.3. Interpretation. For all purposes of this Agreement, except as otherwise expressly provided, the ru1es of interpretation set forth in the final paragraph of ·Schedule A to the Note Purchase Agreements, Section 1.3 of the Credit Agreement, Section 1.3 of the Authority Credit Agreement and Section 1.3 of the StadCo Credit Agreement are hereby incorporated by reference, mutatis mutandis, as if fully set forth herein. 47 Annex lJ
Pre-Opening Budget
Annex II
I
i
i
I
!
F
-I
\
r
!
-~
I
I
,
Levi's Stadium
Preopening Budget FY 2015
As of March 12, 2014
(in 000s)
Period Ending 4/30/2014 5/31/2014 6/30/2014 7/31/2014 r--Totals--' StadCo Cash Flows I I
Beginning Balance $ 21,355.0 $ 21,127.0 $ 22,994.6 $ 38,546.6 ! $ 21,355.0 i StadCo Revenues 1,741 .5 3,487.2 17,240.3 7,204.3 29,673.2 StadCo Expenses
Operating Expenses - Stadium Manager 1,176.0 1,177.8 1,235.5 1,235.5 4,824.8 Insurance 365.7 9.1 9.1 1,953.3 2,337.2
Operating Expenses - Day of Game 11.2 16.2 27.0 78.7 133.o I Other Expenses 416.7 416.7 416.7 416.7 1,666.7
Total StadCo Expenses 1,969.4 1,619.7 1,688.3 3,684.2 • 8,961.6 f StadCo Cumulative Net Cash Flow $ 21,127.0 $ 22,994.6 $ 38,546.6 $ 42,066.6 $ 42,066.6 Authority Cash Flows
Beginning Balance $ 4,272.8 $ 4,223.9 $ 4,174.9 $
Authority Revenues 4,897.1 27.1 27.1 27.1 4,978.3
Authority Expenses
Insurance 377.6 9.4 9.4 2,016.9 2,413.3
Other Expenses 66.7 66.7 66.7 66.7 266.7
Base Ground Rent 180.0 180.0
Total Authority Expenses 624.2 76.1 76.1 2,083.6 • 2,859.9 I Authority Cumulative Net Cash Flow $ 4,272.8 $ 4,223.9 $ 4,174.9 $ 2,118.4 Ll_ 2'-118.~j
EXHIBIT I
FORM OF DEBT SERVICE PAYMENT CERTIFICATE
[Applicable Depositary Bank]
[address]
[address]
Attention: [Applicable Depositary Bank contact name]
Collateral Trustee ·
Global Corporate Trust Services
100 Wall Street, Suite 1600
New York, New York 10005
Attention: Jean Clarke
Ladies and Gentlemen:
This Disbursement Instruction is delivered by Stadium Funding Trust, a Delaware statutory trust (the "Trust" or "Instructing Eill:!y") pursuant to the provisions of the Amended and Restated Deposit and Disbursement Agreement dated as of June 19, 2013, as amended (as amended, the "Deposit and Disbursement Agreement") among the Trust, Santa Clara Stadium Authority, a joint exercise of powers entity created through California Government Code sections 6500 et seq. (the "Stadium Authority"), Forty Niners SC Stadium Company LLC, a Delaware limited liability company ("StadCo"), Goldman Sachs Bank USA, not in its individual capacity but solely in its capacity as administrative agent for each Lender party to the Credit Agreement, U.S.
Bank National Association, a national banking association, not in its individual capacity but solely as collateral trustee for each Secured Party, U.S. Bank National Association, a national banking association, not in its individual capacity but solely as a Depositary Bank, and Bank of America, N.A., not in its individual capacity but solely as a Depositary Bank. Al1 capitalized terms not defined herein shall have the meaning ascribed to those terms in the Deposit and Disbursement Agreement, as amended from time to time.
1. The undersigned lnstructing Party, hereby refers to Section 3.5(c) of the Deposit and Disbursement Agreement. Pursuant to the terms of such Section the Instructing Party requests payments in the aggregate amount of $ ___ on [ _____ ], 20L] as the Debt Service Payment Date.
2. The requested payments should be drawn from the following Account(s) (or subaccount(s)) in the following amounts:
Exhibit I - Fonn of Debt Service Payment Certificate
Account/subaccount: Payment Amount:
$ ___________ _
$ __________ _
3. Attached hereto is a true, correct and complete list setting forth, as of the date hereof: (i) the name of each respective payee, (ii) the principal amount of the Floating Rate Notes, Fixed Rate Notes, Term Loans or other Additional Permitted Secured Debt, as appropriate, or, in the context of a Hedge Agreement, the notional amount thereof, and the respective principal amounts held by each holder or lender, as appropriate, or (iii) the amount and applicable payee(s) on the Debt Service Payment Date and (iv) relevant instructions for payment to each respective payee.
Exhibit I - Form ofDebt Service Payment Certificate
SIGNATURE PAGE TO DEBT SERVICE PAYMENT CERTIFICATE
Dated this _________ day of _ _ _________ -----~
STADIUM FUNDING TRUST
By: Wilmington Trust, National Association~
not in its individual capacity but solely as
Trustee
By: _______________ _
Name:
Title:
Exhibit I- Form of Debt Service Payment Certificate I
t
EXHIBIT J
FORM OF PRE-OPENING O&M CERTIFICATE
[Applicable Depositary Bank]
[address]
[address]
Attention: [Applicable Depositary Bank contact name]
Collateral Trustee
Global Corporate Trust Services
. 100 Wall Street, Suite 1600
New York, New York 10005
Attention: Jean Clarke
Ladies and Gentlemen:
This Pre-Opening O&M Certificate (this "Certificate") is delivered by [Santa Clara Stadium Authority, a California joint exercise of powers entity (the "Stadium Authority" or "Instructing £ru:!y")J [Forty Niners SC Stadium Company LLC, a Delaware limited liability company ("StadCo" or "Instructing Party")] pursuant. to the provisions of the Amended and Restated Deposit and Disbursement Agreement dated as of June 19, 2013 (the "Original Deposit and Disbursement Agreement"), as amended by the First Amendment to the Amended and Restated Deposit and Disbursement Agreement (the "First Amendment"; the Original Deposit and Disbursement Agreement as amended by the First Amendment, the "Deposit and Disbursement Agreement") among Stadium Funding Trust, a Delaware statutory trust, the Stadium Authority, StadCo, Goldman Sachs Bank USA, not in its individual capacity but solely in its capacity as administrative agent for each Lender party to the Credit Agreement, U.S. Bank National Association, a national banking association, not in its individual capacity but solely as collateral trustee for each Secured Party, U.S. Bank National Association, a national banking association, not in its individual capacity but solely as a Depositary Bank, and Bank of America, N.A., not in its individual capacity but solely_ as a Depositary Bank. All capitalized terms not defined herein shall have the meaning ·ascribed to those terms in the Deposit and Disbursement Agreement, as amended from time to time.
1. The undersigned Instructing Party, hereby refers to ·section [2.1] [2.2] of the First Amendment. Pursuant to the terms of such Section the Instructing Party requests that the transfers set forth below be made on the next Monthly Date in respect of operating and maintenance expenses ("O&M Expenses") incurred by the Instructing Party prior to Substantial Completion.
2. Schedule 1 to this Certificate sets forth the O&M Expenses that will be become due and payable by the Instructing Party between such Monthly Date and the next succeeding Monthly Date, inclusive. The lnstructing Party represents and warrants O&M Expenses set forth on such Schedule l are consistent with the Pre-Opening O&M Budget attached to the First Amendment Exhibit J - Fonn of Pre-Opening O&M Certificate
as Annex II and are in an amount at least equal to the amount specified to be transferred pursuant to this Certificate.
3. The requested transfers should be drawn from the following Account(s) (or subaccount(s)) in the following amounts:
Account/subaccount:
[Authority subaccount of the
Trust Revenue Account)
[StadCo subaccount of the Trust
Revenue Account)
Transferred Amount:
$ _________ _
$ _________ _
4. The requested transfers should be deposited to the following Account(s) (or subaccount(s)) in the following amounts:
Account/subaccount:
[Authority Ground Lease Rent
and O&M Account]
[StadCo O&M Account)
5. The Instructing Party represents and warrants that no Default or Event of Default shall have occurred and be continuing.
Exhibit J -Form of Pre-Opening O&M Certificate
I
SIGNATURE PAGE TO PRE-OPENING O&M CERTIFICATE
Dated this ____ ____ day of ____ ______ --~---
[SANTA CLARA ST ADI UM AUTHORITY
By: ____________ _
Name:
Title:]
[FORTY NINERS SC STADIUM COMPANY
LLC
By: ______________ _
Name:
Title:]
Exhibit I -Fonn of Debt Service Payment Certificate
Schedule I
O&M Expenses
Exhibit l -Fonn of Debt Service Payment Certificate
February 8, 2023
Addressees listed on
Schedule I attached hereto
Re: Notice of Resignation
Ladies and Gentlemen:
Reference is made to that certain DEPOSIT AND DISBURSEMENT AGREEMENT, dated as of March 28, 2012 (as amended, supplemented, amended and restated, or otherwise modified from time to time the “Deposit Agreement”) by and among Stadium Funding Trust, Santa Clara Stadium Authority, Forty Niners SC Stadium Company LLC, Goldman Sachs Bank USA, US Bank National Association, and Bank of America, N.A.
Bank of America, N.A. has made a strategic decision to exit all aspects of the Global Custody and Agency Services line of business including escrow and depositary agent roles.
Pursuant to the Deposit Agreement, you are hereby notified that Bank of America, N.A. resigns as Depositary Bank, effective March 27, 2023.
Please appoint a successor Depositary Bank and provide instructions to deliver all assets in the Accounts to the successor Depositary Bank.
Please contact with any questions.
Regards,
____________________________
Vice President
Bank of America, National Association, as Depositary Bank BANK OF AMERICA ~q --
GCAS AMRS Escrow Client [email protected]
Schedule I
Addressees
Collateral Agent (US Bank)
Christopher Grell, Vice President [email protected] Stadium Funding Trust (Wilmington Trust - Trustee)
Steven Barone, Vice President [email protected] Santa Clara Stadium Authority
Kenn Lee, Treasurer, [email protected]
Forty Niners SC Stadium Company LLC
Peter Wilhelm, CFO, San Francisco 49ers [email protected] Jeff Fong, Executive VP of Finance, San Francisco 49ers [email protected] Darren Wong, Senior Director of Accounting, [email protected]> BANK OF AMERICA qq -- Page 2 of 2
Santa Clara Stadium Authority Resolution/Delegated Authority to the Executive Director and Stadium Authority Counsel Page 1 of 2 Rev: 11/22/17
RESOLUTION NO. _____ (STADIUM AUTHORITY)
A RESOLUTION OF THE SANTA CLARA STADIUM AUTHORITY
DELEGATING AUTHORITY TO THE EXECUTIVE DIRECTOR AND
THE STADIUM AUTHORITY COUNSEL TO NEGOTIATE AND
EXECUTE DOCUMENTS NECESSARY TO IMPLEMENT
SELECTION OF US BANK AS THE DEPOSITARY BANK UNDER
THE DEPOSIT AND DISBURSEMENT AGREEMENT
BE IT RESOLVED BY THE SANTA CLARA STADIUM AUTHORITY AS FOLLOWS:
WHEREAS, on March 29, 2012, the Santa Clara Stadium Authority (“Stadium Authority”) entered into a Deposit and Disbursement Agreement (“DDA”) with Forty Niners SC Stadium Company, LLC (“Staddon”), Stadium Funding Trust (“Trust”), Goldman Sachs Bank USA, U.S. Bank National Association (“US Bank”), and Bank of America to assign US Bank and Bank of America to act as Depositary Banks for the Stadium Funding Trust, StadCo and Stadium Authority; WHEREAS, Bank of America was originally selected as the Depositary Bank for the Stadium Authority;
WHEREAS, on June 19, 2013, the DDA was amended to assign the Collateral Trustee role from Goldman Sachs Bank USA to US Bank;
WHEREAS, on April 11, 2014, Stadium Authority, StadCo, the Trust, and US Bank entered into a First Amendment to the DDA to define Required Creditors, which are the holders of more than 50% of the sum of various outstanding obligations;
WHEREAS, on February 8, 2023, Bank of America submitted a resignation letter to the Stadium Authority, StadCo, the Trust, and US Bank to resign as the Depositary Bank effective March 27, 2023;
WHEREAS, under Section 6.4(c) of the DDA, upon the resignation of a Depositary Bank, the Collateral Trustee (US Bank) shall have the right, with reasonable consent of the Trust, to appoint a successor Depositary Bank;
WHEREAS, on March 8, 2023, StadCo informed the Stadium Authority that the Required Creditors expressed an interest in appointing US Bank as the successor Depositary Bank; and Santa Clara Stadium Authority Resolution/Delegated Authority to the Executive Director and Stadium Authority Counsel Page 2 of 2 Rev: 11/22/17
WHEREAS, the Stadium Authority will be required to execute pertinent banking documents for the transfer of funds from Bank of America to the new depositary bank chosen by the Required Creditors.
NOW THEREFORE, BE IT FURTHER RESOLVED BY THE SANTA CLARA STADIUM AUTHORITY AS FOLLOWS:
1. That the Board of the Stadium Authority (“Board”) hereby grants to the Executive Director, or her/his designee, the Stadium Authority Counsel, or her/his designee, the authority to negotiate and execute any banking documents necessary to implement the selection by the Required Creditors of US Bank to act as the Depositary Bank pursuant to the Deposit and Disbursement Agreement, as amended.
2. Effective date. This resolution shall become effective immediately.
I HEREBY CERTIFY THE FOREGOING TO BE A TRUE COPY OF A RESOLUTION PASSED
AND ADOPTED BY THE SANTA CLARA STADIUM AUTHORITY, AT A REGULAR MEETING THEREOF HELD ON THE 4TH DAY OF APRIL, 2023, BY THE FOLLOWING VOTE:
AYES: BOARD MEMBERS:
NOES: BOARD MEMBERS:
ABSENT: BOARD MEMBERS:
ABSTAINED: BOARD MEMBERS:
ATTEST: ____________________________________________
NORA PIMENTEL, MMC
SECRETARY OF THE STADIUM AUTHORITY
SANTA CLARA STADIUM AUTHORITY
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-314 Agenda Date: 4/4/2023
REPORT TO STADIUM AUTHORITY BOARD
SUBJECT
Request from the Stadium Manager to Execute Agreement with West Coast Turf to Supply and Deliver Sod and Related Installation 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 West Coast Turf to supply and deliver sod and related installation 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 $1,600,000 per contract year for a total not to exceed amount of $4,800,000 over the three-year period.
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 Expenses (Shared Expenses) for the Groundskeeping Department and as an expense to the FY 2023/24 Non-NFL Events Budget. Shared Expenses are split between the Stadium Authority and Forty Niners SC Stadium Company, LLC (StadCo) per the Stadium Lease between Stadium Authority and StadCo. The Stadium Authority is responsible for one hundred percent (100%) of Non-NFL Events costs. 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 West Coast Turf
City of Santa Clara Page 1 of 1 Printed on 3/30/2023
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 Sod Supply and Installation Services at Levi’s Stadium
Recommendation
Recommend approval and award an agreement to West Coast Turf to supply and deliver sod and related installation 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 $1,600,000 per contract year.
Total compensation, in the aggregate, shall not exceed $4,800,000 over the three-year period.
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. As part of the recurring maintenance of the playing field at the Stadium, Stadium Manager requires a third party supplier to supply, deliver, and install sod at the Stadium. There are three to four full field replacements during each calendar year requiring replacement of the entire playing service totaling approximately 82,000 square feet.
On January 12, 2023, Stadium Manager issued Request for Proposals (RFP) to select qualified firms for sod supply, delivery, and installation 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 sod. Addendum #1 was issued on January 30, 2023 to extend the due date and time for receipt of proposals. The RFP closed on February 6, 2023 at 3:00 p.m. (PT).
One proposal was received from the following firm on or before the RFP due date and time:
1. West Coast Turf
STADIUM
FORTY NINERS STADIUM MANAGEMENT COMPANY
2 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. West Coast Turf met the requirements of the RFP submissions. Individual scores were utilized to compute an “average score,” summarized below:
Evaluation Criteria and Maximum Points West Coast Turf
Proposal Responsiveness Pass
Experience (40%) 40%
Ability to Meet Requirements and Service Delivery (40%) 34% Cost (20%) 16%
Total 90%
Pursuant to the initial evaluation, Stadium Manager conducted business, legal and cost clarification meetings with West Coast Turf. West Coast Turf was determined to be within the competitive range in each of the evaluation criterion.
While Stadium Manager reached out to a number of potential suppliers providing sod including delivery and installation services, the type of sod and method to grow and maintain it prior to installation as required by the Stadium Manager is not generally offered by many sod providers. It was beneficial for Stadium Manager to open the field for competition and test the market with an understanding that prevailing wages apply for this type of trade.
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.
3 Budget
Total not to exceed amount for three years: $4,800,000. The breakdown of costs are as follows for the three-year period:
Year One – 4/1/23 through 3/31/24 - $1,600,000
Year Two – 4/1/24 through 3/31/25 - $1,600,000
Year Three – 4/1/25 through 3/31/26 - $1,600,000
The cost for this service is covered in two sections of the FY23/24 SCSA Budget:
(1) Groundskeeping Department budget, as a shared expense with a 70/30 split, with the SCSA’s cost at 30%; and
(2) As an expense charged directly to Non-NFL Events during FY23/24.
Submitted By: __________________________________ Date: ___________________ Jenti Vandertuig, Procurement Director
~
DocuSigned by:
~v~
A4B5666F5BF147D ...
1 LEVI’S STADIUM GENERAL SERVICES AGREEMENT
BY AND BETWEEN
STADIUM MANAGER
AND
WEST COAST TURF
This Agreement for the Performance of Services (“Agreement”) is made and entered into on April 1, 2023 (“Effective Date”) by and between WEST COAST TURF, 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 provision 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 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 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, 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.
Contractor 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 nonEvent 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 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.
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.
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 patdown 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.
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) Contractor 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.
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 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.
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 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.
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 otherwise 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. NOTICES.
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 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.
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 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 apprenticeable 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 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 directed by Stadium Manager:
A. Overview
a. Contractor will provide Stadium Manager the supply, delivery, and installation of sod for the playing field at the Stadium, as specified in this Exhibit A (“Scope of Services”) and at the rates contained in Exhibit B (“Compensation and Fees”), both of which are attached and incorporated into this Agreement, for Levi’s Stadium for a multiyear period beginning on April 1, 2023 through March 31, 2026, as requested by Stadium Manager. b. Contractor will perform the Services, including the installation and delivery of sod, at Levi’s Stadium located at 4900 Marie P. DeBartolo Way in Santa Clara, CA 95054. c. 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 prior to the expiration of the Term.
d. Contractor must adhere to the prevailing wage and reporting requirements referenced in Exhibit F (“Prevailing Wage”), which is attached and incorporated into this Agreement. e. Any changes to this Agreement, or any attached Exhibit(s), will be made via amendments to this Agreement during the term of this Agreement.
f. Pricing will include: sod, trucking, installation, and labor.
B. General Information
a. Contractor will perform field replacements as requested by Stadium Manager. Typically, there are three (3) field replacements during each calendar year, occurring in the spring, in the late summer, and in December. Field replacements of the grass playing surface shall be up to approximately eighty-two thousand (82,000) square feet. b. Contractor will perform a number of partial field replacements, which may range from twelve-thousand (12,000) square feet to thirty-six thousand (36,000) square feet. Partial field installations for various events, like logo replacements, typically occur during December and early January.
c. Contractor acknowledges and agrees that:
i. The dates and timing referenced above are only estimates; ii. Stadium Manager shall not have any minimum requirements for annual services or any minimum for a specific project; and,
iii. The actual schedule for field replacement is dependent on factors that cannot be predicted in advance, such as: weather, the number of events at the stadium, and wear and tear on the field.
20 d. Contractor will perform the Services as requested by Stadium Manager. Typically, Stadium Manager will schedule the work at least thirty (30) days in advance; however, Contractor acknowledges and agrees that there will be certain instances when Contractor’s Services are required on forty-eight (48) hours’ notice.
C. Scope of Work for Stadium Field Installation and Sod a. Contractor shall provide Stadium Manager custom grown Hybrid Tifway II Bermuda Grass, grown on plastic, of up to approximately eighty-two thousand (82,000) square feet for each field installation. Contractor will ensure that the sod will be overseeded with ryegrass if installed between November 15 and January 15, or as requested by the Stadium Manager. Depending on field and/or weather conditions at the Stadium at any specific time or other sod advances or improvements, Stadium Manager and Contractor may mutually agree upon revised or adapted sod variants in lieu of Hybrid Tifway II Bermuda Grass, grown on plastic, for any specific field replacement at the Stadium. b. Contractor shall be responsible for delivery and unloading of the sod rolls, transporting them in to the stadium, and completing the installation process in accordance with best practices applicable to professional sports fields.
c. Contractor must ensure that sod is delivered weed-, insect- and disease-free. Contractor must transport the sod in a manner to protect the sod rolls. Contractor must ensure that sod rolls are not overly wet or dry upon delivery.
d. Contractor will provide all materials and labor necessary for the successful supply, delivery, and installation of the sod.
D. Sod Requirements
a. Contractor must ensure that the sod is grown in plastic and has been on plastic for a minimum of nine (9) months before Contractor installs the sod. b. Contractor must ensure the sod is topdressed with USGA spec sand during sod production.
c. Contractor must ensure the sod is a minimum of one-and-a-half inches (1.5”) thick two (2) weeks from harvest.
d. Contractor must ensure the sod is a minimum of fifteen (15) pounds per square foot two (2) weeks from harvest.
e. Contractor must ensure the sod is harvested forty-two (42”) wide. f. Contractor must ensure the sod does not have any weeds, disease, or insect populations.
g. Contractor must ensure the sod is delivered with limited signs of moisture stress. h. Contractor must ensure the sod does not have excessive signs of black layer. i. Contractor will provide Stadium Manager soil and tissue tests every month before delivery, and Contractor will ensure that any fertility or soil issues are addressed before installation.
21 j. Contractor must ensure that the sod has a Turf-Tec Shear Vane reading of higher than twenty-five (25) Newton Meters one (1) week out from harvest. k. Stadium Manager will conduct testing of the sod as needed. l. Contractor must be able to install the entire surface in forty-eight hours if single consecutive start to finish completion is required.
m. Contractor must cover the sod rolls during transport on delivery trucks to protect the sod rolls from the elements during transit.
E. Equipment
a. Contractor must provide and use the equipment described in this section as follows:
i. A straight-mast forklift with turf tires with a minimum load capacity of fourthousand five hundred pounds (4,500 lbs.) to be used to off-load sod rolls from delivery trucks to the field at Levi’s stadium;
ii. Sod harvester producing forty-two inch (42”) wide rolls, approximately forty feet (40’) long, used at the farm to create sod rolls for transport; iii. Reel mowers to mow fields at the farm;
iv. Fertilizer and pesticide application equipment (e.g., spray rigs, fertilizer spreaders, etc.);
v. Verticutter for thatch management of fields at the farm; vi. Topdresser for addition of top-dressing sand to fields at the farm; vii. Turf rake for turf canopy management of fields at the farm; and, a viii. Minimum of two (2) sod install machines used to lay sod rolls out at Levi’s Stadium field.
F. Estimated Quantities
a. Typical annual quantity of sod purchased is two-hundred and fifty thousand (250,000) square feet, though quantities will vary based on event schedule, weather, and wear and tear of playing surface.
G. Notification
a. Stadium Manager will notify Contractor with as much notice as possible for work to be done. Typically work is scheduled at least thirty (30) days out, but it is not unusual to give Contractor twenty-four (24) hours’ notice for specific partial field removal. Based on past events, Contractor can expect that there will be priority orders and a quick turnaround time required for partial field removals, which will occur each year during the term of this Agreement.
H. Pricing
a. Contractor will provide the Services at the rates contained in Exhibit B (“Compensation and Fees”), which is attached and incorporated into this Agreement. b. Exhibit B will govern all of Stadium Manager’s compensation and fees due to Contractor under this Agreement.
22 EXHIBIT B
CONTRACTOR COMPENSATION AND FEES
A. 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 (“Scope of Work”) in accordance with the rates specified in Schedule A.
B. The pricing list below set out in Schedule A, which is attached and incorporated into this Agreement, will govern all of Services provided by Contractor to Stadium Manager. Notwithstanding the foregoing, the Parties acknowledge and agree that the pricing listed below may be required to change in accordance with documented changes to applicable law.
C. The pricing below includes cost per square foot, which can be applied to both partial and full field replacements. Any quantities regarding field square footage included in this Agreement or any attached Exhibits are estimated quantities; those quantities are not guaranteed, but can be used as a reference.
Stadium Manager will not be required to use Contractor to service any minimum amount of field square footage.
D. The pricing below includes all costs, taxes, shipping, handling, and prevailing wages being paid for all labor in connection with the Services as required by Applicable Law.
E. 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.
F. Budget
Total not to exceed amount for three years: $4,800,000. The breakdown of costs are as follows for the three-year period:
Year One – 4/1/23 through 3/31/24 - $1,600,000
Year Two – 4/1/24 through 3/31/25 - $1,600,000
Year Three – 4/1/25 through 3/31/26 - $1,600,000
23 SCHEDULE A
Pricing herein is for Custom Grown Tifway II Hybrid Bermuda Grass Grown on plastic (Sod Delivered & Installed between 11/15 - 01/15 to be Overseeded with Perennial Ryegrass).
Item Description Unit Price
All Installations done Monday-Friday will be
billed at:
4/1/23 – 3/31/24 = $3.70/square foot;
4/1/24 – 3/31/25 = $3.80/square foot;
4/1/25 – 3/31/26 = $3.90/square foot.
All installations performed on Saturdays,
Sundays & Prevailing Wage Designated
Holidays will be billed at:
4/1/23 – 3/31/24 = $3.80/square foot;
4/1/24 – 3/31/25 = $3.90/square foot;
4/1/25 – 3/31/26 = $4.00/square foot.
For installations of less than 1,000 square
feet per day, a minimum charge of $3,750
shall apply.
$3,750 minimum charge
Payment bond If a payment bond is required that
would cost 3% of the contract value.
Price Includes: all materials and labor necessary for the supply, delivery and installation of the sod.
Total not to exceed amount for three years: $4,800,000. The breakdown of costs are as follows for the three-year period:
Year One – 4/1/23 through 3/31/24 - $1,600,000
Year Two – 4/1/24 through 3/31/25 - $1,600,000
Year Three – 4/1/25 through 3/31/26 - $1,600,000
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:
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. Employer’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. Umbrella 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 liability 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.
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:
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 representation(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.
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 capability4 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’ current registration with the Department of Industrial Relations to perform public work.
Contractor hereby certifies that it is aware of the registration requirements set forth in Labor Code Sections 1725.5 and 1771.1 and is currently registered as a contractor with the Department of Industrial Relations.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
23-315 Agenda Date: 4/4/2023
REPORT TO STADIUM AUTHORITY BOARD
SUBJECT
Report from the Stadium Authority for Action Regarding Stadium Manager’s Request to Execute Agreement with West Coast Turf to Supply and Deliver Sod and Related Installation Services at Levi’s Stadium
BOARD PILLAR
Ensure Compliance with Measure J and Manage Levi’s Stadium
BACKGROUND
As the Stadium Manager, Forty Niners Stadium Management Company LLC, is responsible for maintaining “the Stadium in the Required Condition and operate the Stadium as a quality NFL and multi-purpose public sports, public assembly, exhibit and entertainment facility” as required by the Management Agreement between the Stadium Authority, Stadium Manager, and Forty Niners SC Stadium Company, LLC (StadCo).
The Stadium Manager is requesting approval to execute an agreement with West Coast Turf to supply and deliver sod and related installation 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 $1,600,000 per contract year for a total not to exceed amount of $4,800,000 over the three-year period.
DISCUSSION
Stadium Authority staff reviewed the Stadium Manager’s Recommendation for Award memo (attached to corresponding report #23-314) 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 proposals for agreements with an amount over $250,000). The Stadium Manager implemented a Request for Proposals (RFP) process and received one proposal from West Coast Turf.
In the Recommendation for Award memo, it was noted that a number of potential suppliers were contacted; however, the type of sod and method to grow and maintain it prior to installation required by the Stadium Manager is generally not offered by many sod providers. The Stadium Manager determined West Coast Turf to be within the competitive range in each of the evaluation ranges after the initial evaluation and conducting business, legal, and cost clarification meetings with the vendor.
West Coast Turf is the existing sod supplier for Levi’s Stadium.
After reviewing the request and supporting documentation, staff had additional discussions with the Stadium Manager regarding the sod services and cost allocation. From these communications, it is City of Santa Clara Page 1 of 3 Printed on 3/30/2023
powered by Legistar™
23-315 Agenda Date: 4/4/2023
staff’s understanding that the annual not to exceed amount of $1,600,000 per year will cover five (5) complete field replacements and multiple partial field replacements; for FY 2023/24, the anticipated allocation to Shared Stadium Expenses will be $1,200,000 (of which the Stadium Authority is responsible for 30% and StadCo is responsible for 70%) and the anticipated allocation to Non-NFL Event expenses will be $400,000 (of which the Stadium Authority is completely responsible for); a complete field replacement is approximately $305,000 in sod supply and installation service costs; and as of right now, the Stadium Manager anticipates that only one field replacement out of the 5 would be charged to Non-NFL Events and it would occur either after the August 30th Beyonce or September 16th Ed Sheeran concert.
Based on the documentation and provided information, staff recommends approval of the Stadium Manager’s request to execute an agreement with West Coast Turf to supply and deliver sod and related installation services for a three-year period beginning April 1, 2023 through March 31, 2026 in an amount not to exceed $1,600,000 per contract year for a total not to exceed amount of $4,800,000 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. It should be noted that these services will not include sod removal, which is covered under a separate agreement.
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 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.
FISCAL IMPACT
The Stadium Authority Fiscal Year (FY) 2023/24 Budget contains Shared Stadium Expenses (Shared Expenses) such as Security, Stadium Operations, Engineering, Guest Services, and Groundskeeping. Shared Expenses are split between the Stadium Authority and StadCo per the City of Santa Clara Page 2 of 3 Printed on 3/30/2023
powered by Legistar™
23-315 Agenda Date: 4/4/2023
Stadium Lease. Most Shared Expenses are split 50/50, with Groundskeeping being the exception with a 70/30 split, StadCo being responsible for the larger share. The Stadium Authority FY 2023/24 Budget also contains a Non-NFL Events Budget. The Stadium Authority is responsible for one hundred percent (100%) of Non-NFL Events costs.
As noted above, the Stadium Manager anticipates that the Shared Expenses portion of the annual agreement cost will be $1,200,000 and the Non-NFL Events portion will be $400,000 (based on the Stadium Manager’s anticipation that there will only be one field replacement charged to Non-NFL Events for FY 2023/24).
There are sufficient funds in the FY 2023/24 Shared Expenses Groundskeeping line item to cover Stadium Authority’s thirty percent (30%) of the Shared Expenses portion of the agreement cost for the year ($360,000). The Stadium Authority FY 2023/24 Non-NFL Events Budget only contains a net profit line item so the $400,000 in anticipated costs will be built into the projected profits from NonNFL Events for the fiscal year. Therefore, Stadium Authority’s total anticipated FY 2023/24 costs for these services will be $760,000.
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.
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 West Coast Turf to supply and deliver sod and related installation services at Levi’s Stadium for a three-year period beginning April 1, 2023 through March 31, 2026, in an amount not exceed $1,600,000 per contract year for a total not to exceed amount of $4,800,000 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
City of Santa Clara Page 3 of 3 Printed on 3/30/2023
powered by Legistar™
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-370 Agenda Date: 4/4/2023
REPORT TO STADIUM AUTHORITY BOARD
SUBJECT
Request from the Stadium Manager for Retroactive Approval of Incurred Expenses for Non-NFL Events-Related Marketing, Networking, and Travel and Entertainment Activities
BOARD PILLAR
Ensure Compliance with Measure J and Manage Levi’s Stadium
DISCUSSION
On March 3, 2023, the Stadium Manager submitted a request for retroactive approval of expenses incurred by the Stadium Manager on behalf of the Stadium Authority for Non-NFL Events-related marketing, networking, and travel and entertainment activities that occurred in Fiscal Year (FY) 2022/23. After further discussions with staff, the Stadium Manager submitted an amended request for the following activities:
Public Events Activities
1. Meeting with Global Dance - 5/6/2022 - Total Spend: $685
2. AXS Sports Facilities & Franchises and Ticketing Symposium - 9/13 - 9/15/2022 - Total Spend:
$3,948
3. Pre-Event Dinner with Soccer United Marketing - 9/24/2022 - Total Spend: $220
4. Messina 50th Anniversary Pollstar Advertisement - 11/7/2022 issue - Total Spend: $2,267
5. Shipping Supplies for Client Holiday Gifts - November 2022 - Total Spend: $77
6. Los Angeles Meeting with AEG Presents/Concerts West - November 2022 - Total Spend:
$1,115
7. Los Angeles Meetings with Live Nation, AEG, and LA Galaxy - November 2022 - Total Spend:
$558
8. Pollstar Live Conference Los Angeles - 2/21 - 2/23/2023 - Requested Spend: $8,000
9. Gridiron Stadium Network Annual Member Meeting - 3/8 - 3/10/23 - Requested Spend: $6,000
10.Client/Prospect Meetings with Concacaf, Live Nation and Hard Rock Stadium - 3/23 - 3/25/23 - Requested Spend: $5,000
Special Events Activities
1. Meeting Professionals International Northern California Chapter Annual Conference & Expo (MPI ACE) - 4/3/2022 - Total Spend: $642
2. Meeting Professionals International (MPI) World Education Congress (WEC) - 6/21 - 6/23/2022 - Total Spend: $3,134
3. Meeting Professionals International Northern California Chapter (MPINCC) Annual Gala - 7/26/2022 - Total Spend: $524
4. Unique Venues Marketing Campaign Package - Ongoing from September 2022 through March 2023 - Total Spend: $4,890
City of Santa Clara Page 1 of 2 Printed on 3/30/2023
powered by Legistar™
23-370 Agenda Date: 4/4/2023
5. All Things Meetings Sales Event - 10/27/2022 - Total spend: $1,300
6. Connect Marketplace: Connect West - Conference Registration - 11/9- 11/10/2022 - Total Spend: $3,788
7. Professional Convention Management Association (PCMA) Convening Leaders Conference - 1/8 - 1/11/2023 - Total Spend: $2,014
The Stadium Manager’s request letter describes the activities in more detail (Attachment 1). The Stadium Manager confirmed that travel and expense costs for these requests followed the Stadium Manager’s Business Expense Reimbursement Policy (Attachment 2).
Together, these Non-NFL Events expenses total $44,162 ($19,000 in pending expenses and $25,162 in incurred expenses) and will be charged to the Stadium Authority FY 2022/23 Non-NFL Events Budget. The Stadium Authority is responsible for Non-NFL Events costs.
ATTACHMENTS
1. Stadium Manager’s Request
2. Stadium Manager’s Business Expense Reimbursement Policy City of Santa Clara Page 2 of 2 Printed on 3/30/2023
powered by Legistar™
Hello Christine,
I am writing on behalf of Stadium Manager to request retroactive approval for the following Marketing, Networking, and Travel & Entertainment requests and expenses incurred by Stadium Manager for the promotion of Non-NFL Events at Levi’s Stadium on behalf of the SCSA:
Public events
1. Meeting with Global Dance - 5/6/2022 – Total Spend: $685.05
2. AXS Sports Facilities & Franchises and Ticketing Symposium – 9/13 – 9/15/2022 - Total Spend:
$3,947.96
3. Pre-Event Dinner with Soccer United Marketing - 9/24/2022 - Total Spend: $219.81
4. Messina 50th Anniversary Pollstar Advertisement – 11/7/2022 issue – Total spend: $2,267.00
5. Shipping Supplies for Client Holiday Gifts – November 2022 – Total Spend: $76.71
6. Los Angeles Meeting with AEG Presents/Concerts West – November 2022 – Total Spend:
$1,114.78
7. Los Angeles Meetings with Live Nation, AEG, and LA Galaxy – November 2022 – Total Spend:
$558.13
8. Pollstar Live Conference Los Angeles, February 2023 – Requested Spend: $8,000
9. Gridiron Stadium Network Annual Member Meeting – 3/8 – 3/10/23 – Requested Spend: $6,000
10. Client/Prospect Meetings with Concacaf, Live Nation and Hard Rock Stadium - 3/23 – 3/25/23 – Requested Spend: $5,000
Special events
11. Meeting Professionals International Northern California Chapter Annual Conference & Expo (MPI ACE) – 4/3/2022 – Total Spend: $642
12. Meeting Professionals International (MPI) World Education Congress (WEC) – 6/21 – 6/23/2022 - Total Spend: $3,134.44
13. Meeting Professionals International Northern California Chapter (MPINCC) Annual Gala – 7/26/2022 – Total Spend: $524.00
14. Unique Venues Marketing Campaign Package – ongoing from Sept 2022 thru March 2023 – Total Spend: $4,890
15. All Things Meetings Sales Event – 10/27/2022 – Total spend: $1,300
16. Connect Marketplace: Connect West - Conference Registration – 11/9- 11/10/2022 – Total Spend: $3,788.17
17. Professional Convention Management Association (PCMA) Convening Leaders Conference – 1/8 – 1/11/2023 – Total Spend: $2,013.91
The total requested dollar amount across these 19 opportunities is $44,161.96, all of which are within the FY22/23 annual budget approved by the Stadium Authority Board. With 7 ticketed and 56 non-ticketed Non-NFL events during the fiscal year to date, our events teams have been focused on the planning and execution of these events and have opted to submit these requests in one consolidated package to ease the administrative burden on our team and the SCSA Staff. These events and expenses are important pieces of our strategy to increase the SCSA profits from Non-NFL Events. Estimating individual ROI from these types of expenditures is subjective, given that many of them are focused on driving the Stadium brand into the marketplace, and building relationships with prospects and market participants. However, we are confident that the expenditures are important to driving SCSA profits – and the costs are reasonable given the gross profits of over $8 Million for Non-NFL Events through 12/31/2022 as reported in the Q3 YTD report.
The write-ups for each opportunity from our Head of Public Events and Director of Special Events are attached to this letter and will give you additional context about the nature of each of these requests.
Please let me know if you have any questions or if I can provide any additional information about these requests.
Thank you,
Brent Ghan
Manager, Accounting
Forty Niners Stadium Management Company
AXS Sports Facilities & Franchises and Ticketing Symposium We write to request SCSA approval to enter into contract with The AXS Sports Facilities & Franchises and Ticketing Symposium, with respect to lead generation for Non-NFL public events. Our goal is to use this opportunity to support the Stadium Manager’s efforts in cultivating relationships within the live entertainment industry. These efforts have proven to be pivotal in enhancing public event revenue for FY22 and beyond.
The conference took place September 13th - 15th at the Grand Hyatt in Nashville, TN. The conference website can be found HERE.
https://events.sportsbusinessjournal.com/2022-sff/p/1
Sports Business Journal, in conjunction with AXS brings Sports Facilities & Franchises and Ticketing Symposium to Nashville and taps into the city’s rich musical history and growing sports franchises.
The program lineup will examine the fundamental challenges and opportunities ticketing, team, and facility executives face on a day-to-day basis. Through in-depth content, attendees will learn from industry leaders the latest trends, emerging revenue opportunities, and best practices. SportTechie, will also host a technology module that will dive into the latest in-venue and ticketing technologies.
In addition to the new insights and ideas presented through the content, attendees will have the opportunity to build relationships with attendees through the many networking events held throughout the three days.
Beyond the content provided during the three-day seminar, Stadium Manager will use this opportunity to secure meetings with new contacts in the live entertainment industry in order to amplify lead generation for future public event initiatives.
We are requesting authorization to incur charges of $3,947.96 to cover registration fees, travel expenses and potential client entertainment for one Stadium Manager employee.
Dues and Subscriptions/Registration Fees: $1,395.00
Attending Conferences, Events, Client, and Prospect Meetings: $ 2,063.28 Networking and Entertainment: $ 489.68
Total: $3,947.96
Meeting with Global Dance
The Stadium Manager successfully secured a meeting with the promoter, Global Dance in Las Vegas on May 6th. This promoter represents several artists, some of which have shown interest in elevating their tours to stadiums in 2023 and beyond. This promoter is also heavily ingrained in the music festival business, which continues to be a rapidly growing model in the live entertainment industry. Stadium Manager is continuously seeking out added content, building relationships with promoters, and understanding all revenue generating verticals in the live entertainment industry. Securing this meeting is advantageous for future public event business.
We are requesting authorization to use $685.05 in funds to cover travel expenses for one Stadium Manager employee. The funds are currently available and fall under “attending conferences, events and client/prospect meetings” in the FY 22/23 SCSA budget for Public Events.
Pre-Event Dinner with Soccer United Marketing
The Stadium Manager requests authorization to use available networking and entertainment funds to cover costs associated with hosting Soccer United Marketing’s Promoter for dinner on September 23rd, prior to the Mexico vs. Colombia match. This is the first soccer match Levi’s Stadium has hosted since the COVID-19 pandemic. Soccer United Marketing continues to be a valued partner with the Stadium Manager. Our goal is to use this opportunity to support the Stadium Manager’s efforts in strengthening the existing relationship with Soccer United Marketing to secure additional public events in 2023 and beyond.
We are requesting authorization to use $219.81 in funds to cover client entertainment. The funds are currently available and fall under “networking and entertainment” in the FY 22/23 SCSA budget for Public Events.
Messina 50th Anniversary Pollstar Advertisement
The Stadium Manager requests authorization to use available dues/subscriptions/registration funds to cover costs associated with placing an ad in Pollstar Magazine. For over 40 years, Pollstar has provided the most up-to-date, relevant, and useful data available for the global concert industry. This publication delivers an unmatched archive of live entertainment data, a focus on editorial excellence, and the most powerful metrics of entertainment success available.
The 1/3-page ad will be used to highlight Levi’s Stadium and congratulate industry veteran, Louis Messina of Messina Touring Group on his 50th anniversary in the business. Louis Messina is one of the most influential promoters in the industry, and throughout the years has brought countless acts to Levi’s Stadium. Messina’s portfolio consists of Kenny Chesney, Ed Sheeran, Taylor Swift, along with a multitude of compelling artists. The Stadium Manager has secured Ed Sheeran and Taylor Swift for 2023 and is in engaging in conversations with Messina Touring Group on additional shows for 2023 and beyond.
We are requesting authorization to use $2,267 in funds. The funds are currently available and fall under “dues and subscriptions/registration fees” in the FY 22/23 SCSA budget for Public Events.
Client Holiday Gifts
The stadium manager purchased shipping supplies (boxes, tissue paper and shipping tape) in order to send promoter holiday gifts to show appreciation for their partnership and continue to cultivate the existing relationships. The gifts were Levi’s Stadium branded wine glasses that were purchased by the 49ers (not the SCSA) for other organizational business partners. There was unused inventory, so these items were provided to the SCSA by the 49ers at no cost to send to business partners. The SCSA is only paying the shipping cost.
Budget category: Networking and Entertainment
Requested spend: $76.71
Pollstar Live Conference
The Pollstar Live conference will be held in Los Angeles, CA from February 21 - 23, 2023. This is the industry’s largest gathering of live entertainment professionals and the flagship event for Pollstar magazine, the leading trade publication for the global live entertainment industry. With over 30 years of history, the Pollstar Live Conference offers three (3) days of compelling discussions led by visionaries in the live entertainment business beginning with Production Live, a full day dedicated to production and transportation in live events, followed by Pollstar Live, including the Annual Pollstar Awards celebration. https://www.pollstar.live/website/38746/
Stadium Manager will use this conference as a key networking opportunity to cultivate relationships within the live entertainment industry. Attendance at this particular conference is instrumental in order to stay at the forefront of crucial decision makers that manage major artists and their touring schedules.
We are requesting authorization to incur charges up to $8,000 to cover registration fees, travel expenses and client entertainment for up to two Stadium Manager employees.
Budget category: Dues and Subscriptions/Registration Fees: $2,000.00 Budget category: Attending Conferences, Events, Client/Prospect Meetings: $4,000.00 Budget category: Networking and Entertainment: $2,000.00 Total: $8,000.00
Los Angeles Meeting with AEG Presents/Concerts West
The Stadium Manager successfully secured a meeting with the promoter, AEG Presents/Concerts West in order to discuss deal points, routing timelines, and securing a 2023 concert.
Stadium Manager is continuously seeking out added content, building relationships with promoters, and capitalizing on all revenue generating verticals in the live entertainment industry. Securing this meeting is advantageous for future public event business.
Budget category: Attending Conferences, Events, and Client/Prospect Meetings Requested spend: $1,114.78
Los Angeles Meetings with Live Nation, AEG, and LA Galaxy The Stadium Manager successfully secured meetings with the concert promoter Live Nation as well as international soccer promoter AEG/LA Galaxy in order to discuss deal points, routing timelines, and securing additional shows and matches for 2023 and beyond.
Stadium Manager is continuously seeking out added content, building relationships with promoters, and capitalizing on all revenue generating verticals in the live entertainment and international soccer sector.
Securing these meetings is advantageous for future public event business.
Budget category: Attending Conferences, Events, and Client/Prospect Meetings Requested spend: $558.13
Gridiron Stadium Network Annual Member Meeting
The Stadium Manager requests authorization to use available funds to cover travel expenses and client entertainment for two Stadium Manager employees to attend the Gridiron Stadium Network annual member meetings from March 8 - 10, 2023 in Nashville.
The Gridiron Stadium Network was established to create awareness and to promote the assets of its member stadiums. Today, the GSN represents 15 NFL facilities, working to optimize opportunities and expand the use of each member’s state-of-the-art facilities for new sports, entertainment, public and private events. The GSN assists its members with attracting and developing events on either a single or multiple facility basis. From sold out concerts and sporting events to smaller, more intimate shows and conferences, GSN members are dedicated to providing the best experiences for audiences, artists, third party, corporate and community partners.
Stadium Manager will use these meetings as a key networking opportunity to cultivate relationships within the sports and live entertainment industry. Attendance at this conference is instrumental in order to stay at the forefront of industry trends, best practices, and to remain relevant within the network of stadium managers.
Budget category: Attending Conferences, Events, and Client/Prospect Meetings and Networking/Entertainment
Requested spend: $6,000
Additional details can be found HERE
Client/Prospect Meetings with Concacaf, Live Nation and Hard Rock Stadium The Stadium Manager has successfully secured meetings with Concacaf (The Confederation of North, Central America and Caribbean Association Football), Live Nation, and Hard Rock Stadium from March 23 - 25, 2023.
Ensuing the 2023 tournament is a newly formed men’s club tournament, CONMEBOL Copa America which will be played in the United States throughout the summer of 2024.
The Stadium Manager intends to use this meeting to build on the foundation of the existing relationship with Concacaf’s Head of National Teams Competitions and the Director of Competitions. The magnitude of the upcoming 2024 summer tournament is significant. As the venue selection process evolves it is essential for the Stadium Manager to present Levi’s Stadium as a top contender as a host site.
In addition to the Concacaf meetings, Stadium Manager has secured a meeting with the Chief Operating Officer of Live Nation Global Touring. Live Nation remains a valued client and in order to maximize the current efforts in securing global touring acts, in-person meetings are crucial.
Along with the client meetings, the Stadium Manager has also secured a meeting with the Public Event team at Hard Rock Stadium. As the event industry evolves, connecting with stadiums who have a robust slate of public events provides an immense amount of value to stay informed of best business practices.
The Stadium Manager requests authorization to use available funds to cover travel expenses and client entertainment for one Stadium Manager employee to travel to Miami for the associated meetings.
Budget category: Attending Conferences, Events, and Client/Prospect Meetings and Networking/Entertainment
Requested spend: $5,000
Additional details regarding CONMEBOL Copa America can be found HERE Meeting Professionals International (MPI) World Education Congress (WEC) MPI is the association for people who bring people together. It leads the world in professional development that advances the meeting and event industry and the careers of the people in it. They “connect the connectors” so they can produce experiences and events, increase business opportunities for suppliers and offer education and professional development to its members.
San Francisco will be the host city of MPI WEC 2022, scheduled from June 21st – 23rd. WEC is a global event that is considered the “expert event for event experts”. WEC sets the standard for the hospitality and events industry in education and networking and will be attended by national and international event planners who source events. Networking opportunities include exploring the tradeshow floor, setting sales meetings and appointments, attending networking breakfasts/lunches as well as special events hosted for MPI and PCMA members.
The Levi’s Stadium Special Events sales team would like to attend this event to network with local and national event planners focused on corporate, association and social markets with a goal of generating potential new partnerships for Levi’s Stadium. This conference takes place every year, in various cities around the U.S. so depending on the location, attending the event can get expensive. With this year’s conference taking place so close to Santa Clara, it’s a unique opportunity to connect with local and national planners and avoid the extra travel costs.
We are requesting approval to register two sales team members at the discounted rate (MPI member rate) of $1,375.00 for attendance to the conference. In addition to the registration fees, we would like to provide the staff with hotel accommodations to maximize their time spent at the event, budgeted at $2,000 (inclusive of hotel fees and parking) total.
Total event expense: $3,134.44
Non-NFL Events Marketing Budget – Special Events
- Budget Category: Events, Conferences, Client Meetings More details on the event can be found here:
https://www.mpi.org/wec
Meeting Professionals International Northern California Chapter Annual Conference & Expo (MPI ACE) - $642.00
MPI is the association for people who bring people together. It leads the world in professional development that advances the meeting and event industry and the careers of the people in it. They “connect the connectors” so they can produce experiences and events, increase business opportunities for suppliers and offer education and professional development to its members.
MPI Northern California Chapter (NCC) hosts an annual conference and expo for its over 500 members called ACE. The one-day conference is scheduled for April 3rd, 2022 at Oracle Park in San Francisco. ACE continues to educate members on current and changing trends in the hospitality, meetings, and events industry. Educational sessions include current trends in contracting, event health and security, selling new markets and event design and trends, to highlight a few opportunities. This event will be attended by suppliers, third party meeting planners and corporate events professionals. Networking opportunities include exploring the expo, setting sales meetings and attending networking breakfasts/lunches as well as special events hosted for MPINCC members. Levi’s Stadium Special Events clients such as Kaiser Permanente (TPMG), Prestige Global, AMAZE’ Events and PRA will be in attendance. This is an added opportunity to connect and continue to build client relationships in a professional atmosphere.
The Levi’s Stadium Special Events sales team would like to attend this event to network with local event planners focused on corporate, association and social markets with a goal of generating potential new partnerships for Levi’s Stadium.
We are requesting approval to register two sales team members at the discounted MPI member rate of $600.00 as well as parking to attend the conference for $42.
Total event expense not to exceed $642
Non-NFL Events Marketing Budget – Special Events
- Budget Category: Events, Conferences, Client Meetings More details on the event can be found here: https://www.mpi.org/chapters/northerncalifornia/education-events/event/2022/04/05/130default-calendar/race-to-ace-2022 Meeting Professionals International Northern California Chapter (MPINCC) Annual Gala Event Date: July 26th, 2022
With over 500 members, MPINCC is one of the largest MPI chapters in the world. It consistently produces dynamic and original programs geared to the unique needs of the Northern California meetings industry.
As members of MPINCC, Levi’s Stadium Special Events becomes part of an organization dedicated to the success of the events and hospitality industry both local and global. MPINCC provides opportunity for networking and business growth, industry education, certification and marketing opportunities through sponsorship.
MPINCC hosts an annual gala to recognize chapter member’s, volunteers, and leaders for exemplary participation with the organization. The annual gala is attended by suppliers and planners from the Bay Area. Attendees gather to support the chapter and its members, network for business opportunities and amplify brand recognition.
This year, a member of the Levi’s Stadium Special Events department is nominated for the award of “Member of the Year”. We are asking to have our team attend the Gala to network with clients both prospective and current, support our local MPI Chapter and celebrate the recognition of our team member.
We are requesting approval to register four team members, 2 members and 2 non-members, for an amount of $524.00. This budget includes early bird pricing for registration before Friday, July 15th.
Total: $524
Non-NFL Events Marketing Budget – Special Events
- Budget Category: Events, Conferences, Client Meetings A link has been provided for more information:
MPINCC Celebration 2022
Unique Venues Marketing Campaign Package:
Unique Venues is a marketing organization committed to bringing together one of a kind event venue with meeting planners who are looking for something new. Unique Venues represents thousands of nontraditional properties throughout the United States and Canada for a variety of both traditional and nontraditional events. Event venue types include stadiums and arenas, colleges and universities, conference and business centers and historical venues.
Unique Venues offers a multitude of marketing products including a magazine, website, lead generation marketing as well as educational conferences. During the pandemic, Unique Venues became a leader in online education and support for event planners, administrative professionals, human resource professionals. They supported the entire hospitality industry by providing free education and forums to learn, share ideas and support health and wellness to an industry that was decimated by the pandemic. Because of the good work and support Unique Venues provided the industry, the industry has in turn supported them and has grown their viewership, database and partners.
Our currents partnership with Unique Venues has provided over 50 qualified leads in the last 8 months (January 2022 – August 2022) and over 560 profile views (reported through the Unique Venues website.) The leads have been added to our Special Events prospecting database and the profile views continue to amplify Levi’s® Stadium as a first-class meetings and events venue on a national level.
Levi’s® Stadium has worked with Unique Venues to develop a compressive package to fit within the marketing budget tied to digital and email marketing for 2022. The package includes two separate email campaigns sent to 48,000 planners throughout the U.S. and Canada before March 31, 2023, an expanded profile on the Unique Venues website (including top tier positioning), and a Google campaign to target holiday bookings. The total spend for this package is $4,890. As a result of a nurtured and collaborative partnership between Levi’s® Stadium Special Events and Unique Venues, a fee of $2,395 for top tier website listing has been waived. Total package value: $7,285.
The climate of the event industry has changed, and clients are booking events within a shorter window than ever before. Looking ahead we plan to use one email campaign for the upcoming holiday season, and another in late winter to focus on 2023 bookings. Although the climate has changed, the need to gather for meetings and events is growing stronger and “unique venues” like Levi’s Stadium are the focus for many planners who are looking for indoor/outdoor venues with a special “wow” factor.
Non-NFL Marketing Budget: Special Events
Budget Category: Event Expenses/Advertising
Spend Request: $4,890
Connect Marketplace: Connect West - Conference Registration Connect Meetings is a leading resource for events professionals looking to source events, network and continue their education. Connect Meetings brings together the most active planners, suppliers and experts across multiple meetings and events industry markets. At these conferences, event professionals connect with peers, learn from experts, and participate in a “Hosted Buyer” program which is a series of one-on-one meetings between planners and suppliers.
Connect West is a conference hosted for planners specifically interested in California, Arizona, and Nevada as event destinations. This year Connect West will take place in San Francisco on November 9th – 10th.
Over the two days, event planners will gather to meet with suppliers to plan future events in the Western U.S. Event Planners and industry suppliers will be matched up in a curated appointment system, providing each participant with quality time to connect on specific needs by removing the vetting process from the meeting itself. Event Planners with prospective business are pre-qualified and bring open RFP’s in order to participate. Past and current corporate participants include companies such as Stryker, First Republic, Amazon, REI Corporate, Visa, Intel, Gilead, Polycom and Alpha Graphic Corporate.
Levi’s Stadium Special Events is requesting approval to register one Sales Manager for Connect West to participate in the hosted buyer program, network with industry leaders and participate in continued education in hospitality and event sales. The cost of registration for this conference is $3,450, not including travel expenses. Connect West is a two-day conference so additional expenses will include a one-night hotel stay along with per diem food and beverage and other pre-approved travel related expenses.
Non-NFL Marketing Budget: Special Events
Budget Category: Events, Conferences, Client Meetings
Requested Spend: $3,813.74
Website provided for additional information:
https://www.connectmeetings.com/
All Things Meetings Sales Event – October 27th, 2022
Levi’s Stadium has participated as an exhibitor at All Things Meetings since 2018. All Things Meetings is an events industry networking program that hosts approximately 300 qualified Bay Area and Silicon Valley event planners, corporate event professionals, independent planners, and destination marketing professionals. Over 100 venues and industry suppliers exhibit at the event with the goal of connecting with planners and event professionals on future business opportunities. Compared with other sales and networking events hosted in the Bay Area, All Things Meetings typically has a high volume of qualified planners interested in sourcing unique venues like Levi’s Stadium.
After attending All Things Meetings in 2021, Levi’s Stadium Special Events received two leads which resulted in $238,000 in booked revenue. In addition to the event bookings, we received inquiries from companies such as Nasdaq, Stanford Healthcare, PayPal and Western Digital and continued outreach and communications with contacts from All Things Meetings.
This year’s All Things Meetings reception and trade show will take place at the Computer History Museum in Mountain View California. The cost of registration for this event is $1,300 which includes an exhibitor table and access to the planner attendee list, which becomes a valuable outbound sales tool.
Total event expense not to exceed: $1,300
Non-NFL Events Marketing Budget – Special Events
- Budget Category: Events, Conferences, Client Meetings More information on All Things Meetings can be found here: https://www.allthingsmeetings.com/ Professional Convention Management Association (PCMA) Convening Leaders Conference:
As part of PCMA’s membership of over 10,000 event professionals and students, members gain premium access to provocative executive-level education, face-to-face networking and business intelligence. Member engagement takes place online and in person with PCMA on a global level, as well as locally through one of the 17 chapters in the United States, Canada, and Mexico or regional networks in EMEA, APAC, and Latin America.
Each year, PCMA hosts their Convening Leaders Conference. This year Convening Leaders 2023 will focus on new ideas in the event industry and actionable pathways to meet challenges, offering peer-to-peer exchanges to fully understand industry expectations to deliver a high impact result. The days and evenings include various research and networking opportunities as well as leading-edge educational seminars to support the growth and development of the attendees.
The Levi’s Stadium Special Events department would like to send the lead Sales Manager this year as both a sales networking opportunity and an professional development opportunity. The Sales Manager is a member of the Northern California Chapter of PCMA partners and will be included in education, peer-to-peer networking, community outreach, professional recognition, and many other opportunities for members. PCMA’s Northern California Chapter serves 200+ members from San Francisco Bay area, Silicon Valley, Monterey Bay, Sacramento and Central Valley.
The cost to attend this conference would be absorbed in the 2022 Special Events Sales & Marketing budget under the category “Events, Conferences, & Client Meetings.” No additional budget dollars are being requested.
A link has been provided for additional information:
https://northerncalifornia.pcma.org/
https://conveningleaders.org/
Dates: January 8-11th 2023
Total: $2,013.91
Registration Costs: $724
Estimated Travel Expenses: $1,289.91 (airfare, hotel, meals) Special Events Budget Category: Events, Conference, Client Meetings
Business Expense Reimbursement Policy
Table of Contents
Overview ....................................................................................................................................... 2 Business Purpose ........................................................................................................................ 2 Travel Expenses ........................................................................................................................... 3 Mileage......................................................................................................................................................... 3 Airfare, Hotel, Rental Cars ........................................................................................................................ 3 Airfare........................................................................................................................................................... 3 Hotel.............................................................................................................................................................. 3 Airport Transportation ................................................................................................................................ 4 Rental Cars.................................................................................................................................................. 4 Meal Reimbursement................................................................................................................................. 4 Business Entertainment .............................................................................................................. 5 Personal Travel Expenses ........................................................................................................... 5 Team Outings/Offsite Events....................................................................................................... 5 Employee Gifting.......................................................................................................................... 6 Office Equipment, FF&E .............................................................................................................. 6
Overview
The following provides an update on our business expense processes and reimbursement policies for business travel and other expenses.
The Business Expense Reimbursement Policy provides guidelines to reimburse staff for reasonable and necessary business expenses. All expense reports must be submitted through Concur. Please be timely in submitting your reimbursement request; reimbursements should be submitted within 60 days.
As a general guideline, an expense must meet the following criteria to qualify for reimbursement. The expense should be:
1. Necessary for the employee to perform their job and documented as such, and
2. Reasonable in cost – as always, common sense prevails To streamline the process, employees will now book all airfare exclusively through Concur Travel.
To assist with travel arrangements, we have added a dedicated travel resource who can assist with needs related to business travel. The travel service can be reached at [email protected].
Employee expense reimbursements will no longer be accepted for air travel booked outside of the Concur Travel system. This update applies only to air travel and has no impact on hotel, auto, etc. As a reminder, your supervisor with budget authority must pre-approve airfare and hotel reservations.
Additionally, the importance of documenting a clear and concise business purpose for each expense line item cannot be overstated. The business purpose should be stated clearly and should relate directly to the employee’s job responsibilities. This is necessary to help accounting determine the appropriate disposition of individual expense reimbursements. Failure to provide sufficient documentation will resultin a delay in reimbursement. Below are general guidelines on the information that should be included when submitting expenses for reimbursement:
Business Purpose
When an expense report is submitted, you must provide a clear and detailed business purpose to supportthe expense.
Examples:
• Why was the expense incurred?
• What was purchased?
• What type of event does the business purpose relate to? • When/where was the event?
• Please avoid using acronyms in the business purpose field.
The business purpose must be entered for each expense line on your Concur report. If there is not enoughroom, please continue your explanation in the Comments field. Incomplete information will delay reimbursement.
Travel Expenses
The Concur tool helps make managing business travel less time consuming. Concur will also help employees stay in compliance with the travel expense policies. As noted above, it is important for you to state a clear business purpose for all reimbursement requests.
Mileage: Mileage reimbursement is based on the maximum IRS standard mileage rate (56 cents per mile as of January 1, 2021) for use of a personal vehicle to travel from your normal place of work to another location for work (e.g., the airport for business travel). Current mileage rates can be found at https://www.irs.gov/tax-professionals/standard-mileage-rates. • As a reminder, mileage from home to Levi’s Stadium (i.e., normal commute) is not reimbursableper IRS guidelines. Mileage to and from a temporary place of work (meeting or conference) is reimbursable, less the mileage of the employee’s normal commute.
Airfare, Hotel, Rental Cars: As noted above, airfare accommodations can only be booked through Concur via our travel partner, Direct Travel ([email protected]). Please work with Direct Travel or the individual in your department responsible for booking travel for assistance.
Airfare: Ensure that your Concur Profile is up to date with your legal name, address, DOB, and Travel Preference section filled out. Business purpose should be stated clearly as mentioned above. Some guidelines when booking airfare:
• The lowest coach/economy airfare with major carriers that works for the employee’s travel schedule should be booked.
• Business Class and First-Class flights are not permitted. The only exception is if such travel is pre-approved by the President before purchase. • Have flights booked as far in advance as possible to get reasonable fares. • Any airfare of $500 or more requires pre-approval by your supervisor with budget authority. • Avoid booking flights and hotels based primarily on frequent flyer accounts if the cost is not reasonably close to comparable alternatives. Fees for airport clubs or frequent flyer programs are not reimbursable.
• Submit receipts for baggage fees, Wi-Fi, meals, etc.
Note: Airfare booked through Concur & Direct Travel will be paid by the Company directly. The employeewill not need to submit an expense report for airfare.
Hotel: If needed, email [email protected] for booking assistance. The itemized hotel folio must be submitted; a hotel confirmation or other receipt showing payment is not considered to be sufficient documentation for reimbursement by the IRS. • Hotel stays must be pre-approved by the budget manager. While high hotel costs are occasionallyunavoidable (e.g., NFL-mandated meetings in NYC), as a general guideline, hotel stays for business travel should not exceed $250 per night (plus taxes & fees). Attach supervisor email approval when submitting your expense report. • Hotel stays can be booked via Concur. Unlike Concur’s partnership with airlines through which the Company can pay airfare directly, hotels cannot be paid through Concur.
Employees will pay for their own hotel stay and submit an expense report for reimbursement.
• Hotel stays for a conference in the Bay Area are generally not reimbursable.
• Other hotel expenses:
o Parking – please self-park rather than valet whenever self-parking is available. o Room service – see Meal Reimbursement policy below.
o Phone calls - reasonable phone charges are reimbursable if the employee has not beenissued a company phone. Avoid excessive hotel long-distance charges.
Airport Transportation: In general, the mode of transportation used should be the most economical one suitable for the purpose of the trip.
• Mileage and economy parking will be reimbursed if parking at a Bay Area airport for businesstravel.
• Please use a shuttle, ride sharing service, or BART if the round-trip cost is less than economyparking at the airport.
Rental Cars:
• In general, the mode of transportation used should be the most economical one suitable for thepurpose of the trip.
• When renting a car, employees should use the 49ers rental company accounts through Concur,unless these options are not available.
• As a general guideline, rentals should be mid-sized or full-sized cars. Please use your judgment and consider Lyft and Uber as alternative options. • Employees booking rental cars through Concur can have the rental direct billed to the 49ers ifusing Hertz or Avis.
• If not booked through Concur, the employee will be responsible for the charges and will need to submit an expense report for reimbursement.
• Do not accept any insurance on rental vehicles – these charges will not be reimbursed. • Please fill the vehicle with gas prior to returning it to avoid excessive “fill-up” charges added to the rental.
• Please reserve rental cars well in advance due to the high demand and lack of supply in the current market.
Meal Reimbursement:
• The employee in attendance who has the highest level of authority in a group should always pay for the expense (e.g., if a VP and a Director are at a business meal, the VP should pay). • Staff meals are reimbursable up to a maximum of $76 per full day ($18 maximum for breakfast, $22 maximum for lunch and $36 maximum for dinner). • Itemized receipts are required for reimbursement. Missing receipts will result in reimbursement delay.
• Overages for meals in certain high-cost cities will be reviewed on a case-by-case basis. • Employees should note the business purpose of the meal, including the name/company of the person(s) in attendance, and submit the itemized receipt.
Business Entertainment
Business meals include reasonable amounts spent on food and other refreshments purchased in surroundings conducive to and including a business discussion with existing or prospective customers.
Entertainment expenses are reimbursable only if the entertainment will directly benefit Forty Niners Stadium Management Company or one of its clients (e.g SCSA, StadCo, etc.)., or if it directly precedes or follows a substantial and bona fide business discussion for the purposes of obtaining income or another business benefit.
Business entertainment expenses include, but are not limited to, such items as the cost of meals and beverages, and the cost of transportation directly related to the above.
If the employee is dining with others for business purposes, the meal and related expenses incurred are “entertainment,” not “meals.”
• “Entertainment” expenses require additional explanation on the expense reimbursement report.
• The expense report will include date, names of individuals, titles, and companies, as well as the business purpose (for example: “Lunch with SBL Customer prospect”. This will allow Accounting to charge the expense to the correct client. • The most senior employee present should pay all business entertainment expenses.
Employees should always use their judgment and common sense when charging business meals and entertainment expenses.
Personal Travel Expenses
• As a reminder, airfare along with other personal travel expenses should not be booked on Concur or requested as a payroll deduction (AR1). Any such personal expenses (flights, hotel, meals, incidentals, etc.) should be paid directly by the employee (e.g., personal expenses incurred during hotel stay should be paid to hotel by employee via personal credit card). The only exception to the above is if personal expenses are preapproved for payroll deduction via email by President AND the employee’s VP level manager. Personal expenses can also be pre-approved for payroll deduction by President AND ownership.
Team Outings/Offsite Events
• Team outings should be pre-approved by the budget manager and department VP prior to booking hotel and airfare.
• Expenses for the outing/event should follow the guidelines set above regarding hotel, airfare,meals, etc.
Employee Gifting
• Recognition for employees in the form of company gifts is administered through our Human Resources (HR) department. Expenses submitted for any “company” gifts that are not part of an HR initiative cannot be reimbursed. This includes gifts given in recognition of personal events or achievements unrelated to work (e.g., birthdays, weddings, baby showers) or in recognition of holidays (e.g., holiday gifts for employees are coordinated through HR).
• Please avoid using gift cards as incentives or employee gifts for work-related achievement. Gift cards and other non-cash gifts should be viewed as income and are taxable to the employee, even though they are not “cash.” Office Equipment, FF&E
• Purchases of furniture, fixtures and equipment should be coordinated through your department VP and facilities (Bill Howell for SAP Performance Center or Stadium Operations for stadium purchases) and/or IT (computers and handheld devices).
Thank you for your assistance and cooperation. Please contact Esther Chi, Vice President, Controller or Chris Steele, Director, Accounting if you have any questions regarding the policy.
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-371 Agenda Date: 4/4/2023
REPORT TO STADIUM AUTHORITY BOARD
SUBJECT
Report from the Stadium Authority for Action on Stadium Manager’s Request for Retroactive Approval of Incurred Expenses for Non-NFL Events-Related Marketing, Networking, and Travel and Entertainment Activities
BOARD PILLAR
Ensure Compliance with Measure J and Manage Levi’s Stadium
BACKGROUND
Through the Stadium Management Agreement between Stadium Authority, Forty Niners Stadium Management Company LLC (Stadium Manager), and Forty Niners SC Stadium Company, LLC (StadCo), the Stadium Manager manages and operates Levi’s Stadium on behalf of the Stadium Authority for Non-National Football League (Non-NFL) events such as concerts, Non-NFL sporting events, and non-ticketed special events and for the marketing and booking of Non-NFL events at Levi’s Stadium.
The Stadium Manager is required to develop an annual Marketing Plan to outline the Stadium Manager’s plans to develop, implement, and monitor marketing, booking, advertising and promotion of Non-NFL Events for Levi’s Stadium. The Marketing Plan needs to be mutually agreed upon by the Stadium Manager and the Stadium Authority. On March 15, 2022, the Stadium Authority Board noted and filed the 2022 Non-NFL Events Marketing Plan (Marketing Plan).
On March 21, 2023, the City Council adopted Ordinance No. 2058, which provides the Executive Director with signature authority to execute contracts up to $100,000 as allocated to and authorized by the Stadium Authority by adoption of the annual budget. However, these expenses were incurred prior to Ordinance No. 2058 becoming effective so they require Stadium Authority Board approval.
The Stadium Manager submitted a request for retroactive approval of expenses incurred by the Stadium Manager on behalf of the Stadium Authority for the following Non-NFL Events-related marketing, networking, and travel and entertainment activities that occurred in Fiscal Year (FY) 2022/23:
Public Events Activities
1. Meeting with Global Dance - 5/6/2022 - Total Spend: $685
2. AXS Sports Facilities & Franchises and Ticketing Symposium - 9/13 - 9/15/2022 - Total Spend:
$3,948
3. Pre-Event Dinner with Soccer United Marketing - 9/24/2022 - Total Spend: $220
4. Messina 50th Anniversary Pollstar Advertisement - 11/7/2022 issue - Total Spend: $2,267
5. Shipping Supplies for Client Holiday Gifts - November 2022 - Total Spend: $77 City of Santa Clara Page 1 of 5 Printed on 3/30/2023
powered by Legistar™
23-371 Agenda Date: 4/4/2023
6. Los Angeles Meeting with AEG Presents/Concerts West - November 2022 - Total Spend:
$1,115
7. Los Angeles Meetings with Live Nation, AEG, and LA Galaxy - November 2022 - Total Spend:
$558
8. Pollstar Live Conference Los Angeles - 2/21 - 2/23/2023 - Requested Spend: $8,000
9. Gridiron Stadium Network Annual Member Meeting - 3/8 - 3/10/23 - Requested Spend: $6,000
10.Client/Prospect Meetings with Concacaf, Live Nation and Hard Rock Stadium - 3/23 - 3/25/23 - Requested Spend: $5,000
Special Events Activities
1. Meeting Professionals International Northern California Chapter Annual Conference & Expo (MPI ACE) - 4/3/2022 - Total Spend: $642
2. Meeting Professionals International (MPI) World Education Congress (WEC) - 6/21 - 6/23/2022 - Total Spend: $3,134
3. Meeting Professionals International Northern California Chapter (MPINCC) Annual Gala - 7/26/2022 - Total Spend: $524
4. Unique Venues Marketing Campaign Package - Ongoing from September 2022 through March 2023 - Total Spend: $4,890
5. All Things Meetings Sales Event - 10/27/2022 - Total spend: $1,300
6. Connect Marketplace: Connect West - Conference Registration - 11/9- 11/10/2022 - Total Spend: $3,788
7. Professional Convention Management Association (PCMA) Convening Leaders Conference - 1/8 - 1/11/2023 - Total Spend: $2,014
Together, these Non-NFL Events expenses total $44,162 ($19,000 in pending expenses and $25,162 in incurred expenses).
DISCUSSION
Staff reviewed the Stadium Manager’s request letter that includes descriptions of the activities (attached to corresponding report #23-370) and supporting documents for consistency against the 2022 Marketing Plan.
The described Public Events activities align with the following key initiative:
· Public Events - Continued Proactive Outreach, Networking, and Relationship Building: In the 2022 Marketing Plan, the Stadium Manager states that it plans to continue being proactive with networking and relationship building with key players in the live entertainment industry, which includes repeat visits and touch points to promoters. It also plans to maintain top of mind and relevant within the industry and decision makers by booking in person meetings with executives and attending conferences for networking opportunities. The Stadium Manager notes that it will strive to be proactive in looking for new marquee events and revenue generating opportunities to bring to the City of Santa Clara.
The described Unique Venues Marketing Campaign Package under Special Events activities aligns with the following key initiative:
· Special Events - Monthly Sales & Marketing Campaigns: In the 2022 Marketing Plan, the City of Santa Clara Page 2 of 5 Printed on 3/30/2023
powered by Legistar™
23-371 Agenda Date: 4/4/2023
Stadium Manager said its Special Events team would continue to develop strategic campaigns. The team had planned to execute one email blast or advertisement each month to their existing database and new contacts obtained through outbound sales efforts, industry sponsorships/events, and other industry resources.
Staff asked the Stadium Manager to provide more information on how the Special Events conferences and travel requests align with the 2022 Marketing Plan objectives. The Stadium Manager provided the following response:
For the Special Events requests, the conferences and galas you referenced were held by Meetings Professional International (MPI), Connect Meetings, and Professional Convention Management Association. Here are the mission statements/abouts for each of those organizations and events:
1. “MPI will connect the global meeting and event community to learn, innovate, collaborate and advocate.”
2. “The best event planners based in Nevada and Arizona through to California meet with suppliers to plan future national association, corporate and international meetings in the Western U.S. The ROI here will rekindle memories of the Gold Rush of years gone by! Planners will experience the Connect difference with our highly curated reverse-style appointments. You will meet only with the destinations and venues that are good fit for your future meetings, conferences and events. These short meetings will be the building blocks for site selection on your events for the next several years.”
3. “To drive social and economic progress through business events. Because of our professional experiences and our personal connections, we are in a unique position to transform the world economically and socially.”
Attendance at events hosted by these organizations puts our Special Events team in front of industry leaders and other decision makers at a diverse set local organizations and helps to bolster the Levi’s Stadium Special Events brand through Event industry partnerships where our team can learn and exchange ideas about brand amplification, lead prospecting, and other event planning best practices. These are also critical for Client Prospecting as local business leaders often attend these events looking to plan events from small to large scale, all of which can be accommodated by Levi’s Stadium Special Events. With well over $6M in Revenue and $1.9M in net profit reported on Special Events YTD 12/31/22, Levi’s Stadium Special Events has established itself as an industry leader in this market and continued attendance and promotion of the brand is essential to continue to grow this line of business. While this is partially achieved through marketing campaigns and advertisements, these alone are not sufficient. Customers and prospects must see who they will be doing business with and continued, in-person, attendance at conferences and similar events is not only appropriate but required to stay competitive in the marketplace. These requests are in-line with the 2022 Marketing plan and a critical piece to the record year of Non-NFL Event revenues at Levi’s Stadium.
The descriptions of the activities, along with the additional information provided by the Stadium Manager regarding the Special Events conferences and gala, demonstrate alignment with 2022 Marketing Plan objectives. Additionally, staff requested the Stadium Manager to provide updated descriptions of the activities and how they achieved Non-NFL Event marketing goals as all have already occurred. Recognizing the need to get these FY 2022/23 Non-NFL Events expenses City of Santa Clara Page 3 of 5 Printed on 3/30/2023
powered by Legistar™
23-371 Agenda Date: 4/4/2023
approved as soon as possible after the close of FY 2022/23 so they can be appropriately booked in the fiscal year that they were incurred, staff communicated that the Stadium Manager can provide the updated write ups at a later time if they cannot be provided in time for the agenda item. The Stadium Manager said the updated descriptions have been requested internally and will be provided to the Stadium Authority when they are available, no later than the submission of the annual financial reports to the Treasurer’s Office (expected by May 2023).
The Stadium Manager has confirmed that the travel and expense costs related to the requests followed the Stadium Manager’s Business Expense Reimbursement Policy. Some of the Public Events activities include client entertainment. As part of a previous request to incur charges for marketing-related conferences and meetings, the Stadium Manager explained that alcohol consumption is a part of the business marketing that they utilize to pursue Non-NFL events. While the use of public funds for alcohol consumption is generally not permitted by public agencies, the legislative body of the public agency can authorize this business expense. Therefore, there is an appropriate Board recommendation transmitted in this report to authorize the use of public funds to cover alcohol consumption for the request to approve potential client entertainment submitted by the Stadium Manager. Further, the Stadium Authority should be covered for the risk or liability arising from auto accidents or other such losses occurring at any of these marketing events (including liability arising from consumption of alcohol) pursuant to the Indemnification Clause in Article 12 of the Management Agreement.
Based on the information provided and supporting documentation, staff recommends approval of the request for retroactive approval of the expenses incurred by the Stadium Manager on behalf of the Stadium Authority for the described Non-NFL Events-related activities, including advertisement, marketing campaign, shipping supplies for client gifts, registration fees, travel expenses, and client entertainment including alcohol.
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 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.
FISCAL IMPACT
The Stadium Authority FY 2022/23 Non-NFL Events Marketing budget contains $55,000 for Ticketed Events and $125,000 for Special Events. There are sufficient funds to cover the Stadium Manager’s request for retroactive approval of pending expenses in an amount up to $19,000 for Public Events, incurred expenses of $8,870 for Public Events, and incurred expenses of $16,292 for Special Events.
Together, these Non-NFL Events expenses total up to $44,162, which the Stadium Authority is City of Santa Clara Page 4 of 5 Printed on 3/30/2023
powered by Legistar™
23-371 Agenda Date: 4/4/2023
responsible for.
COORDINATION
This report has been coordinated with the Stadium Authority Counsel and Stadium 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].
RECOMMENDATION
1. Approve the Stadium Manager’s request for retroactive approval of expenses incurred by the Stadium Manager on behalf of the Stadium Authority in an amount up to $44,162 for the FY 2022/23 Non-NFL Events-related marketing, networking, and travel and entertainment activities, including client entertainment with alcohol, described in this report.
Prepared by: Christine Jung, Assistant to the Executive Director Approved by: Office of the Executive Director
City of Santa Clara Page 5 of 5 Printed on 3/30/2023
powered by Legistar™
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-477 Agenda Date: 4/4/2023
REPORT TO COUNCIL
SUBJECT
Discussion and Potential Action on Request from the Office of Assemblymember Evan Low to Support ACA 5
COUNCIL PILLAR
Enhance Community Engagement and Transparency
BACKGROUND
On October 9, 2018, Council adopted Resolution No. 18-8611 to approve a Legislative Advocacy Position (LAP) Policy. The LAP Policy establishes clear guidelines for advancing City goals and positions through legislative review and advocacy at the regional, State, and federal levels of government and to provide guidance for City officials who serve on regional, State, and national boards, committees, and commissions when they are asked to review public policy matters and issues.
The LAP Policy provides that, “If a Council policy relative to the legislation does not exist, the issue is politically controversial, or there is significant local interest in the issue, the proposed legislation including a recommendation to support, remain neutral, or not support the legislation is brought to Council for consideration.”
The City has received a request from the Office of Assemblymember Evan Low to support Assembly Constitutional Amendment (ACA) 5: Relating to Marriage. An ACA 5 fact sheet and draft letter of support prepared by the Office of Assemblymember Evan Low was provided to the City for consideration (Attachments 1 & 2).
DISCUSSION
At the time of the writing of this report, ACA 5 reads as, “It is the intent of the Legislature to amend the Constitution of the State relating to marriage equality.” Assemblymember Low has indicated that the bill will be amended to rescind Proposition 8, which limits California to only recognize a marriage as valid if it is between and man and a woman. ACA 5 would express the intent of the Legislature to amend the Constitution of the State relating to marriage equality.
The ACA 5 fact sheet provides the following background:
Proposition 8 was approved by 52 percent of Californians in November 2008 and amended the state constitution to state “only marriage between a man and woman is valid or recognized in California.” On June 26, 2015, the U.S. Supreme Court ruled, in Obergefell v. Hodges, that state bans on same-sex marriage, as well as bans on recognizing same-sex marriages City of Santa Clara Page 1 of 3 Printed on 3/30/2023
powered by Legistar™
23-477 Agenda Date: 4/4/2023
performed in other jurisdictions, were unconstitutional. The Court’s 5-4 ruling cited the due process and equal protection clauses of the Fourteenth Amendment to the U.S. Constitution.
The decision resulted in marriage equality at the federal level.
Last year, the U.S. Supreme Court’s decision in the case Dobbs v. Jackson Women’s Health Organization overturned the Court’s previous rulings in Roe v. Wade and Casey v. Planned Parenthood of Pennsylvania. Justice Clarence Thomas alluded to the decision’s potential implications for marriage as well, stating in his concurrence to the decision, that the Court “should reconsider all of [its] substantive due process precedents, including Griswold, Lawrence, and Obergefell. Because any substantive due process decision is ‘demonstrably erroneous,’ we have a duty to ‘correct the error’ established in those precedents…” If the Supreme Court rules to overturn the precedents set in Obergefell v. Hodges, same-sex marriage could potentially be put at risk in the state of California. While Hollingsworth v. Perry nullified the section of the California Constitution stating marriage to be only valid and recognized when between man and woman, that section of the Constitution still remains and could be re-applied should the Supreme Court revisit and reverse its previous ruling. ACA 5 would express the intent of the Legislature to amend the Constitution of the State relating to marriage equality.
The request requires separate Council consideration because there is no Council policy relative to the proposed legislation and the legislation does not impact City operations. Should the Council decide to take a position on ACA 5, it is recommended that Council provide direction on the draft letter of support, including any potential modifications, and authorize the Mayor to take action on the City’s behalf.
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.
FISCAL IMPACT
There are no costs associated with this report or action, aside from administrative staff time to review and prepare the report.
COORDINATION
This report was 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 Page 2 of 3 Printed on 3/30/2023
powered by Legistar™
23-477 Agenda Date: 4/4/2023
ALTERNATIVES
1. Council discussion and potential action on ACA 5, which intends to amend the Constitution of the State relating to marriage equality;
2. Provide direction on the draft letter of support, including any potential modifications; and/or
3. Authorize Mayor Gillmor to sign the letter on ACA 5 on behalf of the City, consistent with the Council’s position.
RECOMMENDATION
Staff makes no recommendation.
Prepared by: Christine Jung, Assistant to the City Manager Approved by: Office of the City Manager
ATTACHMENTS
1. ACA 5 Fact Sheet
2. Draft Letter of Support
City of Santa Clara Page 3 of 3 Printed on 3/30/2023
powered by Legistar™
OFFICE OF ASSEMBLYMEMBER
Evan Low
TWENTY-SIXTH ASSEMBLY DISTRICT
Staff Contact: Mao Yang, [email protected], (916) 319-2026 Last updated: 02/25/2023
CAPITOL OFFICE
1021 O Street, Suite 6110
Sacramento, CA 95814
(916) 319-2026
Fax: (916) 319-2126
WEBSITE
http://asmdc.org/members/a26/
DISTRICT OFFICE
20111 Stevens Creek Blvd, Suite 220
Cupertino, CA 95014
(408) 446-2810
Fax: (408) 446-2815
E-MAIL
[email protected]
Assembly Constitutional Amendment 5: Relating to Marriage
SUMMARY
Assembly Constitutional Amendment (ACA) 5
expresses the intent of the Legislature to amend the
state Constitution relating to marriage equality.
BACKGROUND
In November 2008, 52 percent of Californians voted in
favor of Proposition 8, which amended the state
constitution to state “only marriage between a man
and a woman is valid or recognized in California.”
In August 2010, Chief U.S. District Judge Vaughn
Walker ruled that Proposition 8 was unconstitutional
under the due process and equal protection clauses
of the Fourteenth Amendment to the U.S.
Constitution. In February 2012, the U.S. Ninth Circuit
Court of Appeals continued to uphold both of the
federal judges’ rulings, and finally the case was taken to the U.S. Supreme Court. On June 26, 2013, the
Supreme Court ruled that the appellants in Proposition
8 did not have standing to bring the case, effectively
nullifying the amendment.
On June 26, 2015, the U.S. Supreme Court ruled, in
Obergefell v. Hodges, that state bans on same-sex
marriage, as well as bans on recognizing same-sex
marriages performed in other jurisdictions, were
unconstitutional. The Court’s 5-4 ruling cited the due
process and equal protection clauses of the
Fourteenth Amendment to the U.S. Constitution. The
decision resulted in marriage equality at the federal
level.
PROBLEM
Last year, the U.S. Supreme Court published its
decision in the case Dobbs v. Jackson Women’s
Health Organization, which overturned the Court’s
previous rulings in Roe v. Wade and Casey v. Planned
Parenthood of Pennsylvania. Justice Clarence
Thomas alluded to the decision’s potential
implications for marriage as well, stating in his
concurrence to the decision, that the Court “should
reconsider all of [its] substantive due process
precedents, including Griswold, Lawrence, and
Obergefell. Because any substantive due process
decision is ‘demonstrably erroneous,’ we have a duty
to ‘correct the error’ established in those
precedents…”
If the Supreme Court rules to overturn the precedents
set in Obergefell v. Hodges, same-sex marriage could
potentially be put at risk in the state of California.
While Hollingsworth v. Perry nullified the section of the California Constitution stating marriage to be only
valid and recognized when between man and woman,
that section of the Constitution still remains and could be re-applied should the Supreme Court revisit and
reverse its previous ruling.
SOLUTION
ACA 5 would express the intent of the Legislature to
amend the Constitution of the State relating to
marriage equality. As a leader on LGBTQ+ rights and
inclusivity for the rest of the country, it is California’s duty to ensure that the tens of thousands of LGBTQ+
Californians who are married are protected and that
the right to marry remains available to all Californians, regardless of their sexual orientation or gender
identity.
[LETTERHEAD]
[INSERT DATE]
The Honorable Evan Low
California State Assembly
1021 O Street, Room 6110
Sacramento, CA 95814
RE: Support for ACA 5 – Marriage Equality
Dear Assemblymember Low,
[Your Organization] is pleased to support Assembly Constitutional Amendment (ACA) 5, which would amend the California Constitution relating to marriage equality.
According to the 2020 census, California has the most same-sex couples living together than any state, almost 135,900, of which roughly 85,100 are married. In addition, with Senate Bill 179 (Chapter 853, Statutes of 2017) allowing for the third gender category of non-binary to be added to legal documents in the state since 2019, it is important to expand the legal definition of marriage within our constitution beyond that of only the union between man and woman.
LGBTQ+ individuals are already subjected to many forms of discrimination and marginalization, leading to heightened rates of mental illness, suicidality, hate crimes, homicides, homelessness, poverty, and more. In addition, since 2022, the LGBTQ+ community has remained the target of over 300 bills introduced across the country, intending to strip them of their rights and visibility.
Recent decision by the federal government creates uncertainty in the future for California’s equality measures. Last year, the U.S. Supreme Court published its decision in the Dobbs v.
Jackson Women’s Health Organization case, which overturned the court’s previous rulings in Roe v. Wade and Casey v. Planned Parenthood of Pennsylvania. If the Supreme Court rules to overturn the precedents set in Obergefell v. Hodges, same-sex marriages in California could be at risk.
[Information about why ACA 5 is important for your organization or examples.] ACA 5 would amend the California Constitution relating to marriage equality to protect the rights of LGBTQ+ Californians.
For these reasons, [Organization] supports ACA 5.
Sincerely,
Name
Title
Organization
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-180 Agenda Date: 4/4/2023
REPORT TO COUNCIL
SUBJECT
Public Hearing: FY23/24 DRAFT Annual Action Plan for the Use of Federal Housing and Urban Development Grant Funds
COUNCIL PILLAR
Promote and Enhance Economic, Housing and Transportation Development
BACKGROUND
As an entitlement agency, the City of Santa Clara receives annual funding from the United States Department of Housing and Urban Development (HUD) in the form of Community Development Block Grant (CDBG) and Home Investment Partnerships Program (HOME) funds. CDBG funds are used to provide public services to Santa Clara’s low-income residents and funding for capital improvement projects. HOME funds are used for the development of affordable housing options.
HUD requires that every five years the City, as an entitlement agency, prepare a Five-Year Consolidated Plan (ConPlan) which identifies goals and needs within the community that could be addressed through the use of HUD funding. The City’s current ConPlan was prepared in 2020. HUD also requires that the City each year submit an Annual Action Plan. The Annual Action Plan details how CDBG and HOME allocations will be used by the City to address the goals and needs identified in the City’s ConPlan.
DISCUSSION
Staff is requesting that the City Council approve the City’s 2023-2024 DRAFT Annual Action Plan.
FY23-24 DRAFT Annual Action Plan
The 2023-2024 Annual Action Plan is a one-year Plan that details how the HUD funds will be spent on projects and activities to address goals and needs identified in the ConPlan. In addition to the anticipated annual allocation, the Annual Action Plan also identifies use for funds that carryover from the prior year and funds that come to the City as Program Income as loans made by the City in the past are paid back. The carryover amount is based upon estimations of current activities that may not fully draw down funds that have been committed in the FY22-23 Annual Action Plan. The Program Income amount is based upon estimates of which NCIP loans may be paid off during the FY23-24. All numbers are subject to change prior to the presentation of the final 2023-2024 Annual Action Plan.
See Attachment 1 for a summary of the City’s Expected Resources for the 2023-2024 DRAFT Annual Action Plan.
HUD requires that the public be provided two opportunities to offer input on the development of the Annual Action Plan; once during the development of the draft Annual Action Plan, and once prior to submission of the final version to HUD. This is the first of the two required public hearings. Public City of Santa Clara Page 1 of 3 Printed on 3/30/2023
powered by Legistar™
23-180 Agenda Date: 4/4/2023
comment will be included in the final version of the Annual Action Plan which is scheduled to be presented to the City Council on May 9, 2023. The final version of the Annual Action Plan will be submitted to HUD on or before May 15, 2023.
Attachment 2, the 2023-2024 DRAFT Annual Action Plan Funding Breakdown, details which programs and activities will be funded with HUD funds and which will be funded with local funds, including the City’s General Fund, to benefit Santa Clara’s low-income population. The Attachment identifies which Public Service Agencies staff recommends be funded to provide services within Santa Clara. The proposed distribution is to be awarded as the first year of a two-year contract with the City.
The proposed allocations in this Annual Action Plan will also help to address the City’s timelines discussed above by directing use of CDBG funds on an ongoing basis
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.
FISCAL IMPACT
The City entitlement allocations for FY23-24 are $1,034,553 in CDBG funds and $437,588 in HOME funds; a slight decrease from prior year funding amounts of $1,041,762 and $465,761 respectively.
The proposed allocations also continue to utilize $95,000 in General Funds currently appropriated annually in the City’s budget. Budget actions to appropriate funding associated with the 2023-2024 Annual Action Plan will be brought forward for City Council approval later this year once the City Council conducts a second public hearing and finalizes the plan.
COORDINATION
This report has been coordinated with the Finance Department and 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]>.
Preparation of the 2023-2024 Annual Action Plan follow a procedure determined by HUD and includes two public hearings for the Annual Action Plan. These hearings are held to provide the public to help identify community needs and objectives, and to review priorities for the City’s HUD funding allocations. The first public hearing is being held on the April 4, 2023 Council Meeting, and the second on the May 9, 2023 City Council meeting. Comments made at the both public hearings will be noted in the final Annual Action Plan.
The DRAFT Annual Action Plan is available for public review and comment for a 30-day period.
Noticing of the 30-day public comment period was published on March 22, 2023 in The Santa Clara Weekly. The 30-day public comment period will extend from April 7, 2023 - May 7, 2023. The City of Santa Clara Page 2 of 3 Printed on 3/30/2023
powered by Legistar™
23-180 Agenda Date: 4/4/2023
DRAFT Annual Action Plan was also made available on the City’s website, and at public locations including the City Clerk’s Office, and the Housing and Community Services Division. Notification of the availability of the Draft Annual Action Plan was also emailed to interested parties which include local nonprofit agencies.
ALTERNATIVES
2. Approve the 2023-2024 DRAFT Annual Action Plan
3. Any other Council direction.
RECOMMENDATION
1. Approve the 2023-2024 DRAFT Annual Action Plan, and direct staff to incorporate all public comment into the final version to be presented to council on May 9, 2023.
Reviewed by: Andrew Crabtree, Director of Community Development Approved by: Office of the City Manager
ATTACHMENTS
1. 2023-2024 DRAFT Annual Action Plan
2. 2023-2024 DRAFT Annual Action Plan Funding Breakdown City of Santa Clara Page 3 of 3 Printed on 3/30/2023
powered by Legistar™
2023-2024
DRAFT
Annual Action Plan
Prepared by:
City of Santa Clara
Housing and Community Services Division,
Community Development Department
1500 Warburton Ave,
Santa Clara, CA 95050
(408) 615-2490
Housing & Community Services Division
1500 Warburton Avenue,
Santa Clara, CA 95050
(408) 615-2490
2023-2024 Annual Action Plan (DRAFT) 1
Contents
AP-05 Executive Summary – 91.200 (c), 91.220(b)..................................................................................... 2 PR-05 Lead & Responsible Agencies – 91.200 (b)....................................................................................... 6 AP-10 Consultation – 91.100, 91.200(b) 91.215 (I) .................................................................................... 7 AP-12 Participation – 91.105, 91.200 (c) ..................................................................................................11 AP-15 Expected Resources – 91.220 (c) (1,2) ...........................................................................................13 AP-20 Annual Goals and Objectives – 91.220(c)(3)& (e) ..........................................................................18 AP-35 Projects – 91.220(d) .......................................................................................................................21 AP-50 Geographic Distribution – 91.220 (f)..............................................................................................24 AP-55 Affordable Housing – 91.220 (g) ....................................................................................................25 AP-60 Public Housing – 91.220 (h)............................................................................................................26 AP-65 Homeless and Other Special Needs Activities – 91.220 (i).............................................................27 AP-75 Barriers to Affordable Housing – 91.220 (j) ...................................................................................29 AP-85 Other Actions – 91.220 (k) .............................................................................................................31 AP-90 Program Specific Requirements – 91.220 (l) (1,2,4) ......................................................................33 2023-2024 Annual Action Plan (DRAFT) 2
AP-05 Executive Summary – 91.200 (c), 91.220(b)
1. Introduction
The City of Santa Clara (City) is an entitlement city that receives federal funding from the Department of Housing and Urban and Development (HUD). The City receives Community Development Block Grant (CDBG) funds and HOME and Investment Partnerships (HOME)funds.
CDBG funds address community development needs through public service activities and capital improvement projects. At least seventy percent (70%) of gross funding is used to serve low- to moderate- income households.
Eligible projects and activities must meet one of the following national objectives: 1) Benefit low- and moderateincome persons; 2) Prevention or elimination of slums or blight; or 3) Address community development needs having an urgency because existing conditions pose a serious and immediate threat to the health or welfare of the community, and other funding is not available.
HOME funds are used for the development of affordable housing options such as building, and/or rehabilitating affordable rental housing and providing direct Tenant Based Rental Assistance to low-income households.
The City is required to develop a 5-Year Consolidated Plan (ConPlan) that identifies the goals and needs of the community. During the ConPlan cycle, the City must develop Annual Action Plans (AAPs) which detail projects and activities to be funded in during the program year in support of the identified goals and needs. In 2019, the City collaborated with the County of Santa Clara and other entitlement jurisdictions to develop the 5-year ConPlan. The ConPlan identifies and prioritizes public services and housing-related needs across the region and for the City of Santa Clara. The purpose of the ConPlan is to guide the Cityto:
- Assess their affordable housing and community development needs and market conditions, - Make data-driven, place-based investment decisions; and - Conduct community-wide discussions to identify housing and community development priorities that align and focus on eligible activities for HUD’sfunding
The 5-Year ConPlan is supported by the Annual Action Plan (AAP). The AAP documents annually how the City will use HUD funding consistent with the goals and needs identified in the ConPlan.
2. Summarize the objectives and outcomes identified in the Plan The Annual Action Plan supports the goals and needs identified in the ConPlan as stated below:
- Affordable Housing. Affordable Housing projects and activities that benefit low-income households such as affordable rental housing, tenant based rental subsidies, and rehabilitation of single and multi-family housing. - Public Services. Nonprofit partners provide public services to benefit lower income households. - Homelessness. Support activities to end homelessness including homeless prevention programs, case management, outreach activities and support of facilities. - Fair Housing. Promote Fair Housing choice through funding informational and investigative services for tenants and landlords.
- Public Facilities. Improvement to public facilities that provide services to low-income people. 2023-2024 Annual Action Plan (DRAFT) 3
3. Evaluation of past performance
The last Consolidated Annual Performance Evaluation Report (CAPER) submitted to HUD was for 2022-2023 (PY2022).
The following are the highlights of the accomplishments reported in support of the ConPlan goals:
- Affordable Housing.
The Tenant Based Rental Assistance program assisted 48 households, and between the NCIP program and Rebuilding Together Silicon Valley, there were 14 households assisted. - Public Services.
There were 1,004 residents that benefited from public services provided by eleven non-profit agencies. The City also closed out its Emergency Rental Assistance Program (ERAP) to respond to COVID crisis by assisting 58 low-income tenants with rental assistance.
- Homelessness.
213 households benefited from case management services provided by local non-profit agencies. The majority of these households were assisted with local funds. Further, 48 TBRA households, which have already been counted under the Affordable Housing goal, also received case management services. - Fair Housing.
Project Sentinel assisted 12 households with fair housing services. - Public Facilities.
The LifeMoves project was cancelled due to delays caused by the COVID-19 pandemic and a change in the original proposed project. The $90,000 of 2020/2021 funds that were originally programmed for this project will be reprogrammed for a future Public Facility or Affordable Housing project.
4. Summary of Citizen Participation Process and consultation process During the development of the 2023-2024 Annual Action Plan, City staff solicited public comment to help identify community needs, and non-profit agencies that could provide services to address those identified needs.
Community Outreach. In 2022 the City was just beginning to host in-person public meetings. Between April and September 2022, the City hosted a series ofsix virtual homelessness taskforce meetings and consulted various service providers to understand the gaps and needs of unhoused residents and more specifically of HOME ARP qualified populations. In addition, the City conducted comprehensive outreach as part of the Housing Element update process.
This effort included community meetings, stakeholder interviews, digital surveys, pop-up events at City libraries and the local Art and Wine Festival, in-person tenant listening sessions at three affordable housing complexes serving families, seniors and transition aged youth, and study sessions with the Planning Commission and City Council. The meetings covered a wide range of topics regarding housing production, preservation, displacement prevention, affirmatively furthering fair housing, affordable homeownership, and the needs of seniors.
Public Hearing #1. This Public Hearing satisfies the Citizen Participation Plan requirement to hold at least one Public Hearing during the drafting phase of the Annual Action Plan. The hearing gives the public an opportunity to provide input. The first Public Hearing for the 23/24 Annual Action Plan (DRAFT) is scheduled for April 4, 2023 at the regularly scheduled City Council Meeting
Public Hearing #2. The second and final Public Hearing is scheduled for May 9, 2023. This Hearing will provide a final opportunity for public comment/input. The final version of the 23/24 Annual Action Plan (FINAL) will be presented.
Any comments will be included in the final version of the Action Plan and the Plan will submitted to HUD. 2023-2024 Annual Action Plan (DRAFT) 4
Public Noticing. The noticing follows to the Citizen Participation Plan requirements. The following information for the 23/24 Annual Action Plan was publicly noticed in The Santa Clara Weekly on March 22, 2023, and also noticed via email to community non-profits, posting on the City’s website, and having copies accessible at libraries and City Hall:
1) Notice of Public Hearing #1 on April 4, 2023 for the 2023-2024 Annual Action Plan (DRAFT) 2) Notice of Public Comment Period (April 7, 2023 – May 7, 2023) for the 2022-2023 Annual Action Plan (FINAL) 3) Notice of Public Hearing #2 on May 9, 2023 for the 2023-2024 Annual Action Plan (FINAL) 2023-2024 Annual Action Plan (DRAFT) 5
5. Summary of public comments
Public Hearing #1:
TBD
30-Day Public Comment Period
TBD
Public Hearing #2.
TBD
6. Summary of comments or views not accepted and the reasons for not accepting them The City did not receive any public comments that were not accepted. The City attempted to incorporate all feedback received through outreach efforts into the Plan.
7. Summary
CDBG-funded public services continue to be a great asset to the community, with many of the programs funded focusing on the senior population, persons with disabilities, and unhoused residents. The leveraging opportunities for our nonprofits by receiving HUD funding is of great value. The City will continue to seek out creative solutions to improve their grants management program.
2023-2024 Annual Action Plan (DRAFT) 6
PR-05 Lead & Responsible Agencies – 91.200 (b)
The City of Santa Clara is the lead agency and administrator for the CDBG & HOME funds. The Consolidated Plan and Annual Action Plan Public Contact is:
Andrew Crabtree Adam Marcus
Director of Community Development Housing & Community Services Manager [email protected] [email protected]
408.615.2451 408.615.2491
2023-2024 Annual Action Plan (DRAFT) 7
AP-10 Consultation – 91.100, 91.200(b) 91.215 (I)
Introduction
The 2023-2024 Annual Action Plan was prepared by City staff with input from a variety of local and regional stakeholders including public service providers (e.g., senior services, homeless services, youth services), affordable housing developers, and County partners. Service partners administer projects and activities that align with the goals and objectives of the ConPlan.
Provide a concise summary of the jurisdiction's activities to enhance coordination between public and assisted housing providers and private and governmental health, mental health and service agencies (91.215(l)).
The Santa Clara Housing Authority (SCHA) administers the Housing Choice Voucher program. The City’s TBRA administrators and City staff have worked with SCHA in the past to assist long standing clients of the TBRA program to acquire long-term vouchers. Typically, these are previously homeless households that did not initially qualify for permanent supportive housing and were not able to improve their income and housing situation to at the end of the TBRA program’s term. Coordination and case management services resulted in several families receiving 10-year Emergency Housing Vouchers.
The City uses CDBG funds for Bill Wilson’s Family Therapy/School Outreach/Grief Counseling. This public service provides mental health services to youth and their families to cope with high-risk behavior choices, family conflict, and grief counseling. The City also funds the County Office of Supportive Housing to provide case management services to a portion of the City’s homeless. Further, Abode Services and Bill Wilson Center, administrators to the City’s TBRA program, use local funds to provide case management services for the City’s TBRA clientele.
In order to develop the City’s HOME-ARP, the City collaborated with a non-profit, Homebase, to facilitate a Homeless Taskforce outreach process and a City specific homelessness response plan. Results from the work of the Taskforce will help direct the development of homelessness response strategies as well as the City’s HOME-ARP plan which the City will be presented to the City Council in March 2023.
Describe coordination with the Continuum of Care and efforts to address the needs of homeless persons (particularly chronically homeless individuals and families, families with children, veterans, and unaccompanied youth) and persons at risk of homelessness.
The Santa Clara County Continuum of Care (CoC) is a multi-sector group of stakeholders dedicated to ending and preventing homelessness in the County of Santa Clara (County). The CoC Board is comprised of the same individuals who serve on the Destination: Home Leadership Board. Destination: Home, a program of The Health Trust, is a public-private partnership implementing collective impact strategies to end homelessness in Santa Clara County. Its mission is to drive and align resources to create permanent housing and sustainable support systems built for the long term.
The CoC primary responsibilities are to coordinate large-scale implementation of efforts to prevent and end homelessness in the County. The CoC is governed by the Santa Clara CoC Board (CoC Board), which stands as the driving force committed to supporting and promoting a systems-change approach to preventing and ending homelessness in the County. The organization is improving how systems work together to end homelessness, as well as protect individuals and families at risk of becoming homeless.
The City of Santa Clara, having endorsed the 2020-2025 Santa Clara County Community Plan to End Homelessness, convened a Homelessness Taskforce in April 2022. The Taskforce included stakeholders with a range of perspectives and experience who can help identify priorities and provide recommendations on the development of a City Plan to End Homelessness. The City has partnered with the non-profit, Homebase, to facilitate the taskforce and to develop a Citycentric Plan.
The results of the 2022 Point in Time Homeless Count (“Count”) showed a 35% increase in homelessness since 2019. By comparison, the Countywide count showed a 3% increase. In prior years the City redesigned the TBRA program to place 2023-2024 Annual Action Plan (DRAFT) 8
more emphasis on assisting homeless families. In December 2022, the County’s HMIS system included 520 unhoused single adult households and 137 households with at least one child. There is still a need to serve households with children, but there is a greater need to serve single households. To address both needs, the City intends to use HOME funds to continue the focus on ending homelessness for families with children which is consistent with the County’s Heading Home campaign to end family homelessness by 2025. The City also intends to use HOME ARP funds to serve single adult households through the ARP qualifying populations.
The City supports services and capital improvement projects for agencies that assist chronically homeless individuals and families, families with children, veterans and unaccompanied youth primarily through the TBRA program.
In 2023 the City began funding WeHope Dignity on Wheels to provide weekly mobile shower, laundry, and case management services.
Describe agencies, groups, organizations, and others who participated in the process and describe the jurisdiction’s consultation with housing, social service agencies and other entities. 1 Agency/Group/Organization Bill Wilson Center
Agency/Group/Organization Type Housing
Services-Children
Services-homeless
What section of the Plan was addressed by Consultation? Housing Need Assessment Homelessness Needs - Unaccompanied youth
Non-Homeless Special Needs
Briefly describe how the Agency/Group/Organization was
consulted. What are the anticipated outcomes of the
consultation or areas for improved coordination?
Staff is consulted on improvements to the City TBRA program. 2 Agency/Group/Organization County of Santa Clara Office of Supportive Housing Agency/Group/Organization Type Publicly Funded Institution/System of Care Other government – County
What section of the Plan was addressed by Consultation? Housing Need Assessment Homeless Needs - Families with children
Market Analysis
Lead-based Paint Strategy
Briefly describe how the Agency/Group/Organization was
consulted. What are the anticipated outcomes of the
consultation or areas for improved coordination?
Staff met with the County COC on several occasions to discuss the City response to homelessness.
3 Agency/Group/Organization Abode Services
Agency/Group/Organization Type Services - Housing
What section of the Plan was addressed by Consultation? Homeless Needs - Families with children Briefly describe how the Agency/Group/Organization was
consulted. What are the anticipated outcomes of the
consultation or areas for improved coordination?
Staff is consulted on improvements to the City TBRA program. 4 Agency/Group/Organization Senior Adult Legal Services (SALA) Agency/Group/Organization Type Services-Elderly Persons What section of the Plan was addressed by Consultation? Non-Homeless Special Needs Briefly describe how the Agency/Group/ Organization was consulted. What are the anticipated outcomes of the
consultation or areas for improved coordination?
Submitted public comment at both public hearings; highlighting the need for the services they provide.
5 Agency/Group/Organization Next Door Solutions to Domestic Violence Agency/Group/Organization Type Services - Housing
What section of the Plan was addressed by Consultation? Homelessness Needs – Families w/children Homelessness Strategy
Briefly describe how the Agency/Group/Organization was
consulted. What are the anticipated outcomes of the
consultation or areas for improved coordination?
Submitted public comment at public hearings; highlighting the need for the services they provide.
2023-2024 Annual Action Plan (DRAFT) 9
6 Agency/Group/Organization Homebase
Agency/Group/Organization Type Regional policy consultant that builds capacity to address homelessness systematically.
What section of the Plan was addressed by Consultation? AP-65 Homelessness and Other Special Needs Activities Briefly describe how the Agency/Group/Organization was
consulted. What are the anticipated outcomes of the
consultation or areas for improved coordination?
Facilitated a six-month Homelessness Taskforce and provided technical assistance to City staff for homelessness policy and strategy development. One outcome is the creation of focused local strategies to address homelessness and its impacts in the City. Homebase also helped prepare the City’s HOME ARP plan. 2023-2024 Annual Action Plan (DRAFT) 10
Identify any Agency Types not consulted and provide rationale for not consulting:
The City did not reach out to broadband-specific providers/organizations. This was due, in part, to the results of the 2020- 2025 Consolidated Plan survey. 62% of respondents felt there was not a common/pressing issue with broadband or internet access. Also, local internet providers all provide low-cost options and/or discounts to low-income households.
Although the City works with organizations whose primary responsibilities include the management of flood prone areas, public land or water resources, and emergency management agencies on normal public business, these organizations were not specifically consulted for the Annual Action Plan. Issues related to such agencies were not mentioned as an issue in the ConPlan survey. Nevertheless, the City intends to consult with broadband and resilience organizations in FY23-24 to determine if new needs have arisen following the COVID 19 pandemic and severe winter storms in 2023.
Describe other local/regional/state/federal planning efforts considered when preparing the Plan Name of Plan Lead
Organization
How do the goals of your Strategic Plan
overlap with the goals of each plan?
Continuum of
Care
Continuum of
Care Council
The Continuum of Care works to alleviate the impact of homelessness in the community through the cooperation and collaboration of social service providers. This effort aligns with the Strategic Plan goal to end homelessness including rental assistance, homeless prevention programs, case management, outreach activities and support of facilities.
Housing Element City of Santa
Clara
The actions in the Housing Element are consistent with the Strategic Plan, most notably in the provision of adequate sites appropriate for a range of housing types and in promoting preservation and development of affordable housing including supportive housing for persons with disabilities. The Housing Element was updated in late 2023 and is pending state approval.
City of Santa Clara
Homelessness
Strategic Plan
(2023)
City of Santa
Clara City
Council
In 2022 the City conducted a six-month Homelessness Taskforce process and worked with nonprofit consultant Homebase to develop a draft strategic plan. The plan was reviewed in January 2023, and will be adopted later in the year. The plan will include strategies to prevent homelessness, connect unhoused residents with basic needs, case management, and housing opportunities.
Santa Clara
County Seniors
Agenda
Santa Clara
County
The City’s outreach for the 5-year ConPlan showed senior needs and services as a high priority. Seniors’ Agenda 2021 report speaks to many of the services that have been provided through the City’s CDBG funds.
Community Plan
to End
Homelessness in
Santa Clara
Destination
Home
The 2020-2025 Community Plan to End Homelessness in the County is a five-year plan to guide governmental, nonprofits, and other community members as they make decisions about funding, programs, priorities and needs. This effort aligns with the Strategic Plan goal to support activities to end homelessness: rental assistance, homeless prevention programs, case management, outreach activities & support of facilities.
2023-2024 Annual Action Plan (DRAFT) 11
AP-12 Participation – 91.105, 91.200 (c)
1. Summarize citizen participation process and how it impacted goal setting.
The City outreach efforts to obtain community input included two public hearings before City Council (one during the drafting phase of the AAP), noticing the AAP and hearings, and putting the draft AAP on the City website. The table below summarizes the results of the City efforts.
Citizen Participation Outreach
Mode of
Outreach
Target of
Outreach
Summary of
response/ attendance
Summary of
Comments received
Summary of
comments not
accepted and
reasons
URL
(If
applicable)
1 Public
Hearing
Nontargeted/broad
community
Public Hearing #1 was
noticed in The Santa
Clara Weekly on March
22, 2023: City Council
Meeting – April 4, 2023
during the drafting
phase of the Plan.
Summary of attendance
TBD.
TBD TBD n/a
2 Public
Hearing
Nontargeted/broad
community
Public Hearing #2 was
noticed in The Santa
Clara Weekly on March
22, 2023. The City
Council Meeting on May
9, 2023 presented the
final version of the Plan.
TBD TBD n/a
2023-2024 Annual Action Plan (DRAFT) 12
Mode of
Outreach
Target of
Outreach
Summary of
response/ attendance
Summary of
Comments received
Summary of
comments not
accepted and
reasons
URL
(If
applicable)
3 Newspaper
Ad
Nontargeted/broad
community
The following
information for the
23/24 Annual Action
Plan was publicly
noticed in The Santa
Clara Weekly on March
22, 2023, and also
noticed via email to
community non-profits,
posting on the City
website, and having
copies accessible at
libraries and City Hall:
2) Notice of Public
Hearing #1 on 4/4/2023
for the 2022-2023
Annual Action Plan
(DRAFT);
3) Notice of Public
Comment Period (April
7, 2023 to May 7, 2023)
for the 2022-2023
Annual Action Plan
(FINAL);
4) Notice of Public
Hearing #2 on May 9,
2023 for the 2023-2024
Annual Action Plan
(FINAL).
The 30-day comment
period was noticed on
3/22/23 in the Santa
Clara Weekly. The
comment period ran
from 4/7/23 to 5/7/23
See AP-05, section 5
(Public Comment
Summary) for more
comments.
N/A n/a
2023-2024 Annual Action Plan (DRAFT) 13
AP-15 Expected Resources – 91.220 (c) (1,2)
Introduction
CDBG Funds: The total amount of CDBG resources expected is $1,830,873. This total is made up of the estimated CDBG entitlement, estimated Prior Year Resources (i.e., funds that were committed but not drawn or funds that became unprogrammed due to program income), and Program Income (i.e., income generated from prior CDBG projects such as loan repayments).
- Annual Entitlement Funds $1,034,553
- Estimated Prior Year Balance $ 686,320
- Estimated FY22/23 Program Income $ 110,000
TOTAL $1,830,873
CDBG CONTINGENCY LANGUAGE
More than expected: Should the 22/23 Program Income, and/or prior year resources be higher than estimated, the excess funds shall be allocated in the following manner after the City’s portion for administration is set aside and public service cap restrictions are followed: If the City receives more Program Income than estimated, the excess amount will be programmed to NCIP or a Capital Improvement project for Multi-Family Affordable Housing depending on the source of the Program Income.
Less than expected: If the 22/23 Program Income, and/or prior year resources is lower than estimated, the Project Sentinel – Landlord/Tenant Mediation Services program will be reduced.
HOME Funds: The total amount of HOME resources expected is $697,588. This is made up of the annual HOME entitlement, Prior Year Resources (i.e., funds that were committed but not drawn or funds that were not programmed), and Program Income (i.e., income generated from prior HOME projects). - Entitlement Funds $437,588
- Estimated Prior Year Balance $250,000
- Estimated FY22/23 Program Income $ 10,000*
TOTAL $697,588
* Estimated HOME Program Income (23/24). The City estimates it will receive $100,000 in PI during the upcoming FY23/24. Ten percent (10%), or $10,000, will be programmed in this 2023-2024 Annual Action Plan to be used for administrative costs as allowed by HOME regulations. The other 90% ($90,000) will be programmed next year in the 2024-2025 Annual Action Plan. Any program income above these estimates will be allocated in the same manner; 10% for administration in FY23/24, and the remaining 90% to be allocated in FY24/25.
HOME CONTINGENCY LANGUAGE
More than expected: Should the 23/24 Entitlement allocation, 22/23 Program Income, and/or prior year resources be higher than estimated, the excess funds shall be allocated to the TBRA program after the City’s portion for administration is set aside.
Less than expected: Should the 23/24 Entitlement allocation, 22/23 Program Income, and/or prior year resources be lower than estimated, TBRA will be reduced after the administration set-aside is calculated. 2023-2024 Annual Action Plan (DRAFT) 14
AP-15 Table –Expected Resources Priority Table
Program Source
of Funds Uses of Funds
Expected Amount Available Year 4 Expected
Amount
Available
Remainder
of ConPlan
Narrative
Description
Annual
Allocation
Program
Income
Prior Year
Resource Total:
$ $ $ $ $
CDBG PublicFederalAcquisition
Housing Rehab
Capital
Improvement
Projects – Public
Facilities
Capital
Improvement
Projects –
Affordable
Housing
Public Services
Admin./Planning
$1,034,553 $110,000 $686,320 $1,830,873 $1,400,000 CDBG funds may be used for: 1) Land
acquisition for
affordable housing;
2) NCIP program and
Minor Repair
Program (Rebuilding
Together Silicon
Valley); 3) Public
infrastructure and
other public facility
improvements; 4)
Capital Improv. to
Affordable Housing;
5) Public services; 6)
Planning and
administration.
HOME PublicFederalCHDO and
regular HOME
rental projects,
such as property
acquisition, new
const., and/or
rehabilitation.
Homeowner
Rehabilitation
TBRA
Admin. and
Planning for
HOME programs
and activities.
$437,588 $10,000 $250,000 $697,588 $450,000 HOME funds may be used for: 1) TBRA; 2)
NCIP; 3) Rental
development; 4) Fair
Housing Services;
and/or 5) Admin. &
Planning.
Approximately
$200,000 of the
“Prior Year
Resources” is
program income (PI)
received in FY22/23.
Approx. $100,000 in
PI is expected to be
receipted in
FY23/24. 10% (i.e.,
$10,000) will be
programmed in this
action plan for
administrative
activities (PA) and
drawn in FY23/24.
The remaining
$90,000 will be
programmed in
FY24/25.
If FY23/24 PI exceeds
$100,000, City will
continue using 10%
for admin. and the
remaining will be
2023-2024 Annual Action Plan (DRAFT) 15
programmed in
FY24/25.
I I I I I I I
2023-2024 Annual Action Plan (DRAFT) 16
Explain how federal funds will leverage those additional resources (private, state and local funds), including a description of how matching requirements will be satisfied Federal funds will leverage local funds (i.e., General Funds, City Affordable Housing Funds, and City Housing Successor Funds) to increase project efficiencies and benefit from economies of scale. The HOME match requirement will be met through the waiving of property taxes on past HOME-funded multi-family affordable developments. The local funds will be used to fund certain the following activities:
Program Uses of
Funds
Expected Amount Available Year 4 Expected
Amount
Available
Remainder
of ConPlan
Narrative Description Annual
Allocation
Program
Income
Prior Year
Resource Total:
$ $ $ $ $
General
Fund
Public
Services
$95,000 0 0 $95,000 $130,000 $24,000 Senior Nutrition
$30,000 HOPE Services
$15,000 Catholic Charities Ombudsman Program
$5,000 United Way 211
$21,000 Silicon Valley Independent Living Center
City
Affordable
Housing
Fund
(CAHF)
Public
Services
$225,697 0 0 $225,697 $243,697 $160,697 for case management services for TBRA. $15,000 Intensive Case Mgt.
$50,000 Homeless Prevention
City
Housing
Successor
Fund
(CHSF)
Public
Services
$250,000 0 0 $250,000 $250,000 $110,000 to fund case management services for chronically homeless households.
$140,000 for case management services for TBRA.
Other Federal Grant Programs
Additional federal programs that fund community development and affordable housing, and are provided by Santa Clara County Housing Authority and affordable housing developers include:
- Section 8 Housing Choice Voucher Program,
- Section 202,
- Section 811; and
- Affordable Housing Program (AHP) through the Federal Home LoanBank. 2023-2024 Annual Action Plan (DRAFT) 17
If appropriate, describe publicly owned land or property located within the jurisdiction that may be used to address the needs identified in the plan
The City owns three properties that have potential for development of low income and special needs housing: 1) Bay Area Research and Extension Center (BAREC) senior housing site at 90 North Winchester Boulevard; 2) 2330 Monroe Street, and 3) Fire Station #6 at 3575 De La Cruz Boulevard.
BAREC: On January 29, 2019, City Council approved all land use entitlements for the project and adopted a resolution approving and authorizing the City Manager to negotiate and execute a Disposition and Development Agreement with Core Affordable Housing LLC for the development of the Agrihood Project located at 90 North Winchester Boulevard/ 1834 Worthington Circle and further authorizing the City Manager to execute all other agreements (including a Ground Lease, Loan Agreements, Deeds of Trust, Promissory Notes, and Affordable Housing Agreement). The project closed in 2022 and is now under construction.
2330 Monroe Street: On January 28, 2020, City Council approved all land use entitlements for the project and adopted a resolution approving and authorizing the City Manager to negotiate and execute a Disposition and Development Agreement with Freebird Development LLC and further authorizing the City Manager to execute all other agreements (including a Ground Lease, Loan Agreements, Deeds of Trust, Promissory Notes, and Affordable Housing Agreement). The proposed development will have 65 mixed-income units with 11 set-aside for households with developmental disabilities.
The project will be 100% affordable units. The project closed in 2022 and is now under construction. 3575 De La Cruz: The City Council has approved negotiations to enter into an Exclusive Negotiation Rights Agreement (ENA) with Habitat for Humanity East Bay/Silicon Valley. The proposed development will be 15 100% affordable, for-sale townhomes. In December 2022, the City Manager executed a 6-month extension of the ENA to account for project delays due to the COVID pandemic.
2023-2024 Annual Action Plan (DRAFT) 18
AP-20 Annual Goals and Objectives – 91.220(c)(3)& (e)
Goal Description
1 Goal Name Affordable Housing
Goal Description Assist in the creation and preservation of multi-family rental housing for low income and special needs households, rehabilitation of low-income owner-occupied housing through the Neighborhood Conservation and Improvement Program, TBRA rental subsidies, new construction. 2 Goal Name Homelessness
Goal Description Support activities, consistent with Continuum of Care strategies, to prevent and end homelessness. This includes building affordable housing for people who are homeless or at risk of homelessness as well as the provision of support services.
3 Goal Name Public Services
Goal Description Support activities that provide basic needs to lower income households and special needs populations.
Services would be provided to low-income households, elderly individuals, homeless persons, people with disabilities, and victims of domestic violence.
4 Goal Name Fair Housing
Goal Description Promote fair housing choice, through the following activities: fair housing education, fair housing testing, housing assistance hotline, and landlord-tenant mediation. 5 Goal Name Public Facilities
Goal Description Make improvements to public facilities which can include City-owned facilities and/or improvements to properties owned and operated by non-profits which serve low-income clientele. 6 Goal Name Planning & Administration
Goal
Description
Provide management, planning and implementation of the CDBG & HOME programs as well as monitoring of public services and housing projects.
AP-23 –Annual Goals Summary
Goal Category Needs Addressed Needs Addressed Funding
Affordable Housing
Affordable Housing Affordable Housing CDBG: $1,268,749
HOME: $643,830
Start Year: 2020 End Year: 2025 Outcome: Affordability Objective: Provide decent affordable housing
Narrative: Assist in the creation and preservation of multi-family rental housing for low income and special needs households, rehabilitation of low-income owner-occupied housing through the Neighborhood Conservation and Improvement Program (NCIP), TBRA rental subsidies, and/or new construction.
CDBG Program
$249,253 CIP to Affordable housing - Liberty Tower (100 household) $350,000 CIP to Affordable housing – Mid Pen (70 household) $569,496 NCIP Loans and Grants & Activity Delivery Costs (5 households) $100,000 Minor Repair Program - Rebuilding Together (10 households) $1,268,749 total (185 households)
HOME Program
$643,830 TBRA Administration (30 households)
Goal Outcome Indicator Quantity Unit of Measure
Rental Units rehabilitated 170 Household Housing Unit
Homeowner housing rehabilitated 15 Household Housing Unit TBRA/Rapid Rehousing 30 Households Assisted
I
I I
2023-2024 Annual Action Plan (DRAFT) 19
Goal Category Needs Addressed Needs Addressed Funding
Public Services
Non-Homeless Special Needs Public Services CDBG: $171,264 Start Year: 2020 End Year: 2025 Outcome:
Availability/accessibility
Objective: Create
economic opportunities
Narrative: Support activities that provide basic needs to lower income households and special needs populations. Services would be provided to low-income households, elderly individuals, homeless persons, people with disabilities, and victims of domestic violence. The following non-profit agencies will be funded with $171,264 of CDBG dollars:
$30,000 BWC Counseling (100 households)
$30,000 The Health Trust MOW (20 households)
$51,264 Project Sentinel LL/Tenant Med (100 clients)
$30,000 Senior Adult Legal Assistance (100 clients)
$30,000 Heart Of The Valley (400 clients)
$171,264 total (720 households/persons)
Local funds of $95,000 will also be used for public services. The non-profit agencies that will be funded with local funds include:
$30,000 HOPE Services (11 persons)
$15,000 Catholic Charities Ombudsman (380 persons)
$24,000 Senior Nutrition Program (400 persons)
$ 5,000 United Way 211 (500 persons)
$21,000 Silicon Valley Independent Living Center (55 persons) $95,000 TOTAL (1,346 households/persons)
Goal Outcome Indicator Quantity Unit of Measure
Public Services 720 Persons Assisted
Goal Category Needs Addressed Needs Addressed Funding
Public Facility
Improvements
Public Facility Improvements Public Facility
Improvements
CDBG: $163,950
Start Year: 2020 End Year: 2025 Outcome:
Availability/accessibility
Objective: Create
economic opportunities
Narrative:
Complete rehab/updates to the Vista Center for the Blind.
Goal Outcome Indicator Quantity Unit of Measure
Public Facility Improvement 200 Persons Assisted
I
I
2023-2024 Annual Action Plan (DRAFT) 20
AP-23 –Annual Goals Summary (continued)
Goal Category Needs Addressed Needs Addressed Funding
Fair Housing
Non-Homeless Special Needs Fair Housing HOME: $ 22,197
Start Year: 2023 End Year: 2025 Outcome:
Availability/accessibility
Objective: Create
economic opportunities
Narrative:
Promote fair housing choice through the following activities: fair housing education, fair housing testing, housing assistance hotline, and landlord/tenant mediation.
Goal Outcome Indicator Quantity Unit of Measure
Public service activities other than low/mod
income housing benefit
50 Persons Assisted
Goal Category Needs Addressed Needs Addressed Funding
Administration &
Planning
Other Administration &
Planning
CDBG: $226,910
HOME: $ 31,561
Start Year: 2020 End Year: 2025 Outcome:
Availability/accessibility
Objective: Create
economic opportunities
Narrative: Provide management, planning and implementation of the CDBG & HOME programs as well as monitoring of public services and housing projects. Funds typically used for City staff’s time will be split between Abode and BWC for TBRA administration.
Goal Outcome Indicator Quantity Unit of Measure
Other 0 Other
Estimate the number of extremely low-income, low-income, and moderate-income families to whom the jurisdiction will provide affordable housing as defined by HOME 91.215(b). 15 households for Homeowner housing rehabilitation (CDBG), 5 Extremely low-income households
10 Low-income households
170 households for multi-family affordable rental housing rehabilitation 170 Low-income households
30 households for TBRA (HOME),
25 Extremely low-income households
5 Low-income households
I
I
2023-2024 Annual Action Plan (DRAFT) 21
AP-35 Projects – 91.220(d)
Introduction
The activities that the City will undertake in FY 2023-2024 using CDBG and HOME funds include: Public Services, Homeowner Rehabilitation, Tenant Based Rental Assistance, Program Administration & Planning, and Affordable Housing Improvements for low and moderate-income residents. The activities meet one or more priority needs identified in the 5- year Consolidated Action Plan.
In addition to the projects and activities funded with HUD funds as noted in table “AP-35 – Project Information Summary”, the City also funds other Public Service Activities with local funds that include:
HOPE Services ($30,000; 11 clients)
Catholic Charities Long-Term Care Ombudsman ($15,000; 380 persons) Senior Nutrition Program ($24,000; 400 persons)
Homeless Prevention Services for Homeless Households ($50,000; 20 households) Intensive Case Management ($125,000; 20 households)
United Way Bay Area 211 Services ($5,000; 500 households) Silicon Valley Independent Living Center ($21,000; 55 persons) TOTAL LOCAL FUNDS: $270,000 (1,386 persons/households)
AP-38 – Project Information Summary
# Project Goals Supported Needs Addressed Funding
1 Public Services Homelessness
Public Services
Homelessness
Public Services CDBG: $171,264
Description Public services provided to the community that primarily benefit low to low-mod income persons and/or households.
Target Date for Completion 6/30/2024
Estimate the number and type of families that will
benefit from the proposed activities.
571 persons [300 moderate income at less than 80% AMI; 161 low-income less than 50% AMI; 110 extremely low-income
less than 30% AMI]
Location Description Citywide
PLANNED ACTIVITIES
$30,000: 2023 Family Therapy/School Outreach/Grief
Counseling (Bill Wilson Center) [LMC/5D/100 persons]
$30,000: 2023 Meals on Wheels (The Health Trust)
[LMC/5A/20 persons]
$51,264: 2023 Landlord Tenant Mediation (Project
Sentinel) [LMC/5K/100 persons]
$30,000: 2023 Senior Adult Legal Services (SALA)
[LMC/5C/100 persons]
$30,000: 2023 Support & Transportation Services for
Seniors (Heart of the Valley) [LMC/5A/400 persons]
2023-2024 Annual Action Plan (DRAFT) 22
AP-38 – Project Information Summary (continued)
# Project Goals Supported Needs Addressed Funding
2 Homeowner housing rehab & minor repair Affordable Housing Affordable Housing CDBG: $669,496 Description
Financial assistance for low income homeowners to make
necessary repairs to their owner-occupied homes to address health and safety issues. This is completed through the City's NCIP program and/or Rebuilding Together Silicon Valley. Some funds are also used for Activity Delivery Costs (ACD).
Target Date for Completion 6/30/2024
Estimate the number and type of families that
will benefit from the proposed activities.
15 households [10 low-income less than 50% AMI; 5 extremely low-income less than 30% AMI]
Location Description Citywide
PLANNED ACTIVITIES
$100,000: 2023 Homeowner rehabilitation and minor
repair (Rebuilding Together Silicon Valley) [LMH/14A/10 households]
$500,000: 2023 NCIP [LMH/14A/5 households]
$69,496: 2023 NCIP Activity Delivery Costs
[LMH/14H/n/a]
# Project Goals Supported Needs Addressed Funding
3 Tenant Based Rental Assistance Affordable Housing Affordable Housing HOME: $643,830 Description
Provide financial assistance to low and extremely low-income households through deposit assistance and monthly subsidy assistance. A portion of the HOME funds will be used for administrative costs related to TBRA.
Target Date for Completion 6/30/2024
Estimate the number and type of families that
will benefit from the proposed activities.
30 households [5 low-income less than 50% AMI; 25 extremely low-income less than 30% AMI]
Location Description Citywide
PLANNED ACTIVITIES $643,830: 2023 TBRA Administration (Abode Services) plus $160,697 of CAHF and $140,000 of CHSF.
I I
I I
I I
I I
2023-2024 Annual Action Plan (DRAFT) 23
AP-38 – Project Information Summary (continued)
# Project Goals Supported Needs Addressed Funding
4 Capital Improvements to Affordable Rental
Housing Affordable Housing Affordable Housing CDBG: $599,253 Description Rehabilitation to affordable rental housing units to keep them sustainable and affordable.
Target Date for Completion 6/30/2024
Estimate the number and type of families that
will benefit from the proposed activities.
170 units [100 low-income less than 50% AMI]
Location Description Citywide
PLANNED ACTIVITIES
$350,000 Rehabilitation of Affordable Housing – MidPen
Housing [LMH/14B/units]
$249,253 Rehabilitation of Affordable Housing – Liberty Tower Elevator Rehab. [LMH/14B/units].
# Project Goals Supported Needs Addressed Funding
5 Capital Improvements to Public Facilities Public Facilities Public Facilities CDBG: $163,950 Description Rehabilitation to the Vista Center for the Blind, a public facility serving low-income beneficiaries.
Target Date for Completion 6/30/2024
Estimate the number and type of families that
will benefit from the proposed activities.
200 units [100 low-income less than 50% AMI]
Location Description Citywide
PLANNED ACTIVITIES $163,950 Rehabilitation of Public Facility – Vista Center for the Blind [LMC/03B/200]
# Project Goals Supported Needs Addressed Funding
6 Fair Housing Fair Housing Fair Housing HOME $22,197
Description
Provide fair housing services by providing case management services, risk assessment, safety planning, legal advocacy, assistance filing restraining orders, housing assessment, individual action plan development, support groups, and other services.
Target Date for Completion 6/30/2024
Estimate the number and type of families that
will benefit from the proposed activities.
50 households [40 low-income less than 50% AMI; 10 extremely low-income less than 30% AMI]
Location Description Citywide
PLANNED ACTIVITIES $22,197: 2022 Fair Housing Services (Project Sentinel) I I
I I
I I
I I
2023-2024 Annual Action Plan (DRAFT) 24
AP-38 – Project Information Summary (continued)
Project Goals Supported Needs Addressed Funding
General Program Administration & Planning Administration Administration HOME $31,561 Description Administrative. activities by City of HOME-funded projects and activities.
7 Target Date for Completion 6/30/2024
Estimate the number and type of families that
will benefit from the proposed activities.
N/A
Location Description Citywide
PLANNED ACTIVITIES Admin. and planning for HOME funded projects/activities. # Project Goals Supported Needs Addressed Funding
8 General Program Administration & Planning Administration & Planning
Administration &
Planning CDBG: $226,910
Description Admin. activities by City of CDBG-funded projects and activities.
Target Date for Completion 6/30/2024
Estimate the number and type of families that
will benefit from the proposed activities.
n/a
Location Description Citywide
PLANNED ACTIVITIES Admin. and planning for CDBG funded projects/activities.
Describe the reasons for allocation priorities and any obstacles to addressing underserved needs:
Allocation of funds is based on needs and priorities identified in the 2020-25 ConPlan. The City prioritizes allocations to projects that serve the lowest income households, from 0-80% of Area Median Income.
AP-50 Geographic Distribution – 91.220 (f)
Description of the geographic areas of the entitlement (including areas of low-income and minority concentration) where assistance will be directed.
Investments will be allocated citywide.
AP-50 –Geographic Distribution
Target Area Percentage of funds
Citywide 100%
Rationale for the priorities for allocating investments geographically The City does not have plans to prioritize investments geographically. HOME CHDO set-aside funds may be spent in a contiguous jurisdiction if a CHDO development cannot be identified within the City limits. 2023-2024 Annual Action Plan (DRAFT) 25
AP-55 Affordable Housing – 91.220 (g)
Introduction
For the purpose of this section, the term “affordable housing” is defined in the HOME regulations at 24 CFR 92.252 for rental housing and 24 CFR 92.254 for homeownership. It is important to note that the City of Santa Clara intends to use “uncapped” 80% only income limits since Santa Clara is an entitlement city that is exempt from using the capped limits per HUD guidance effective June 1, 2021.
The City of Santa Clara has identified the production and maintenance of affordable housing as the primary objective for the expenditure of federal funds in the Consolidated Plan. While CDBG and HOME funds are limited, the City will continue to allocate funding to affordable housing projects, including owner-occupied rehabilitation. The City has non-federal funding sources that it will use toward the development of affordable housing during Fiscal Year 2023-2024.
AP-55A – One Year Goals for the Number of Households to be Supported (by Population Type) Homeless – Housing assistance for units reserved for homeless individuals and households. 30 Non-Homeless – Housing assistance for all units NOT reserved for homeless individuals and households.
170
Special-Needs – Housing assistance for units reserved for households that are not homeless but require specialized housing or supportive services.
0 Total 200
AP-55B – One Year Goals for the Number of Households Supported Through (by Program Type) Rental Assistance – Housing assistance for programs such as tenant-based rental assistance (TBRA) and one-time payments to prevent homelessness.
30 The Production of New Units – New units, including the conversion of non-residential properties.
0 Rehab of Existing Units – Rehabilitation of existing units, including reconstruction. If unit will be acquired and rehabilitated, report the unit only once.
170
Acquisition of Existing Units – Housing assistance for programs such as down payment assistance. If the unit will be acquired and rehabilitated, report the unit only once. 0 Total 200
Discussion
The City’s goal, as it relates to Affordable Housing, is to assist in the creation and preservation of affordable housing for low income and special needs households through continuation of the Neighborhood Conservation and Improvement Program, rental habilitation of units occupied by low income tenants, TBRA rental subsidies, and new construction. 15 households for Homeowner housing rehabilitation (CDBG), 05 Extremely low-income households
10 Low-income households
170 households for affordable rental housing rehabilitation 170 Low-income households
30 households for TBRA (HOME),
30 Extremely low-income households
10 Low-income households
2023-2024 Annual Action Plan (DRAFT) 26
AP-60 Public Housing – 91.220 (h)
Introduction
The Santa Clara County Housing Authority (SCCHA) is the regional entity that manages and maintains housing units and administers Housing Choice Voucher programs across the County. SCCHA operates four public housing units located in City of Santa Clara. The housing authority is a HUD-designated Moving to Work (MTW) agency which allows it greater flexibility to design and implement more innovative approaches to providing housingassistance.
For FY 2023, SCCHA plans to serve 16,775 households with MTW Housing Choice Vouchers, 907 with local, non-traditional property-based vouchers, and 4 MTW Public Housing units leased for a total of 17,686 households served. The majority of voucher holders have a tenant-based voucher which allows the holder to use the voucher at any housing unit where the landlord will accept the voucher. Data on the number of vouchers in use within the City is unavailable.
Actions planned during the next year to address the needs to public housing The SCCHA has 444 tenant-based vouchers that the MTW PHA anticipates project -basing for the first time (county-wide); there are 3,245 currently. The City will continue to work closely with the SCCHA to address any needs identified during the program year.
The most immediate need is finding housing units and owners that will accept vouchers. Stakeholder interviews also identified the need for assisting families moving into affordable units with basic necessities.
SCCHA re-proposed allocating project-based vouchers to SCCHA-owned projects without competition. This activity was originally proposed and approved by HUD to allow SCCHA to issue Project Based Vouchers (PBVs) to projects owned by SCCHA or a SCCHA affiliate entity without needing to go through a competitive selection process. The re-proposal of this activity would leave the original activity in place and in addition SCCHA is adopting a Housing Opportunities Through Modernization Act (HOTMA) provision that has not yet been implemented by HUD. A modification to Activity 2010-4 will allow SCCHA, at its discretion, to enter into a HAP contract for housing to be rehabilitated or newly constructed even if construction had begun without an AHAP in place.
Actions to encourage public housing residents to become more involved in management and participate in homeownership
SCCHA is proactive in incorporating resident input into the policy-making process. The SCCHA board includes two tenant commissioners that provide input from the tenant perspective.
If the PHA is designated as troubled, describe the manner in which financial assistance will be provided or other assistance
Not applicable.
2023-2024 Annual Action Plan (DRAFT) 27
AP-65 Homeless and Other Special Needs Activities – 91.220 (i) Introduction
The 2022 Point-in-Time Count identified 10,028 homeless individuals county-wide, which was higher than the 2019 count of 9,706. Of these individuals, 2,320 are sheltered and 7,708 are unsheltered. Individuals with the highest rates of being without shelter are the chronically homeless, homeless veterans, and unaccompanied youth. It is estimated that 28.71% (2,838) of the 10,028 homeless people are chronically homeless with 67% of those chronically homeless being unsheltered. 660 are veterans (6.58%) with 79% of those being unsheltered. “Families” comprise 8.95% of total homeless population (276 families with 898 members). 1,155 (11.51%) of the homeless population are unaccompanied youth and young adults; 91% of which are unsheltered.
The City of Santa Clara saw an increase in its homeless population of 35% to 440 (up from 326).
Describe the jurisdictions one-year goals and actions for reducing and ending homelessness including:
Reaching out to homeless persons (especially unsheltered persons) and assessing their individual needs.
The City will continue its efforts of housing homeless families through its TBRA program. The goal is to house/keep housed approximately 30 households. The City will renew its agreement with the County of Santa Clara for FY23/24 to provide intensive case management to approximately 20 chronically homeless individuals referred by the police department. This program is funded with local funds. The County provides housing subsidies for the participants in this program while the City uses its Successor Housing Agency funds to provide the case management and services for the program. HOME-ARP funds will be used to provide Tenant Based Rental Assistance and case management services to additional households who are homeless or at risk. The city will also continue to offer mobile shower, laundry and case management services on a weekly basis through a partnership with WeHope Dignity on Wheels.
Addressing the emergency shelter and transitional housing needs of homeless persons.
The City will continue to fund agencies that serve homeless persons accessing emergency and transitional shelters. Much of the funding will come from CDBG for agencies providing public services such as case management. Agencies include Next Door Solutions, Bill Wilson Center, and Abode Services. The City is also exploring partnerships with the County to potentially build an interim housing site in Santa Clara.
Helping homeless persons (especially chronically homeless individuals and families, families with children, veterans and their families, and unaccompanied youth) make the transition to permanent housing and independent living, including shortening the period of time that individuals and families experience homelessness, facilitating access for homeless individuals and families to affordable housing units, and preventing individuals and families who were recently homeless from becoming homeless again.
Particularly for chronically homeless, it is preferable for individuals to receive intensive case management rather than simple information and referral services. Case managers work to assist homeless individuals find housing, connect with resources, and receive services to maintain housing. The provision of case management is person-based rather than shelter-based with the goal of rapid re-housing. The goals of the County’s 2020-2025 Community Plan to End Homelessness establish a target of creating 6,000 housing opportunities for persons who are homeless. An additional goal is for each of the 6,000 new tenants to have access to the services that will allow them to maintain that housing.
The City will continue to use HOME funds for our TBRA program. The TBRA program is a short-term solution to homelessness (unlike permanent supportive housing for the chronically homeless). The Homeless Survey has shown that 2023-2024 Annual Action Plan (DRAFT) 28
families with children are not only a special need population but tend to be underrepresented in Homeless Surveys. The TBRA program will continue to focus on assisting the homeless and at-risk of homelessness population; however, preferences towards families with children, and individuals and/or families exiting housing exclusively designated for domestic violence survivors will be given.
The City will also create a separate TBRA program using HOME-ARP funds which focus on HOME-ARP qualified populations many of which are single adult households.
Helping low-income individuals and families avoid becoming homeless, especially extremely low-income individuals and families and those who are: being discharged from publicly funded institutions and systems of care (such as health care facilities, mental health facilities, foster care and other youth facilities, and corrections programs and institutions); or, receiving assistance from public or private agencies that address housing, health, social services, employment, education, or youth needs.
Although the City does not fund programs or activities that specifically help low-income individuals and families avoid becoming homeless who are being discharged from publicly funded institutions or who receive assistance from public or private agencies that address housing, health, social services, employment or youth needs, many of the programs and activities funded do assist in preventing homelessness as a byproduct.
Tenant Based Rental Assistance Program. Many of the beneficiaries of the TBRA program also receive SNAP (i.e., food assistance), and all receive case management services. The program also allows for assistance to those that are housed, but on the verge of homelessness.
Homeless Prevention Program and Intensive Case Management. The City uses local funds to match county funds for a program that houses up to twenty (20) homeless individuals that are identified by the police department as high users of community resources; some of which had been discharged from facilities and/or jails. This population is also provided case management services.
Landlord/Tenant Mediation. This program can indirectly help households stay housed through the mediation of eviction related issues.
Next Door Solutions to Domestic Violence. This program provides a safety net of housing and services to either help victims avoid homelessness or make their homeless situation shorter.
Youth needs. The City provides CDBG funding for family and individual counseling needs through the Bill Wilson Center which focuses on the needs of foster children. The Bill Wilson Center also assists in administering the City TBRA program.
By administering these programs, it provides The Bill Wilson Center the unique resources to identify homeless families, foster youth in their own system, and households with children in the school system that may be in need of critical needs such as housing, health, employment, education, and other social services.
The City is currently working with the non-profit Homebase to complete a City-specific homeless needs assessment and strategic plan. The results of this process will help direct future funding for homeless activities and programs. 2023-2024 Annual Action Plan (DRAFT) 29
AP-75 Barriers to Affordable Housing – 91.220 (j)
Introduction
The jurisdictions within the County face barriers to affordable housing that are common throughout the Bay Area. High on the list is the lack of developable land, which increases the cost of available lands and increases housing development costs. Local opposition is another common obstacle as many neighbors have strong reactions to infill and affordable housing developments. Opposition is often based on misconceptions, such as an anticipated increase in crime; erosion of property values; increase in parking and traffic congestion; and overwhelmed schools. However, to ensure a healthy economy, the region must focus on strategies and investment that provide housing for much of the workforce in the region – sales clerks and secretaries, firefighters and police, teachers and health service workers – whose incomes significantly limit their housing choices.
Actions it planned to remove or ameliorate the negative effects of public policies that serve as barriers to affordable housing such as land use controls, tax policies affecting land, zoning ordinances, building codes, fees and charges, growth limitations, and policies affecting the return on residential investment.
The City identified multiple barriers to affordable housing, including income and wages that are not consistent with the rising cost of housing, a competitive rental and home market, and diminishing public funds. The City has identified multiple constraints or barriers to the affordable housing and residential investment in its draft 2023-2031 Housing Element Update, including:
• Land use controls that limit the density of housing production; • Parking requirements increase the cost of housing.
Generally, the City faces the same affordable housing barriers as the rest of the Bay Area, including:
• High cost of development constrains the development of affordable housing units in favor of higher end units; • Lack of developable land prevents housing development and increases the price of land;and • Local opposition prevents affordable housing from being built in high-resource areas; and • Insufficient subsidies and vouchers for deeply affordable units.
Additionally, the Assessment of Fair Housing identified the following contributing factors to fair housing issues, including affordable housing, through analysis of data and community engagement feedback:
• Displacement of residents due to economic pressures
• Land use and zoning laws
• Source of income discrimination
• Community opposition
• Availability of affordable units in a range ofsizes
• Availability, type, frequency, and reliability of public transportation • Lack of access to opportunity due to high housing costs • Lack of affordable, accessible housing in a range of unitsizes • Lack of affordable housing for individuals who need supportive services • Lack of assistance for housing accessibility modifications • Lack of resources for fair housing agencies and organizations • Location and type of affordable housing
• Loss of affordable housing
• Private discrimination
2023-2024 Annual Action Plan (DRAFT) 30
The Housing Element includes the following actions to remove or ameliorate barriers: Work with nonprofits to acquire and rehabilitate distressed multi-family housing and convert it to low income housing, update the City zoning ordinance to comply with state laws on reasonable accommodations, emergency shelters, transitional and supportive housing and density bonuses, accommodation of the Regional Housing Needs Assessment for the 2015 Housing Element to maintain an inventory of housing sites appropriate for a range of income levels and for supportive housing for persons with physical and developmental disabilities, analysis of impact fees, promote construction of accessary units and low income housing types such as Single Room Occupancy units, continue to require developers of 10 or more homeowner units to provide Below Market Rate units, consider establishing an affordable housing mitigation fee for large office and industrial developments, consider a local source of affordable housing funds. 2023-2024 Annual Action Plan (DRAFT) 31
AP-85 Other Actions – 91.220 (k)
Introduction
This section discusses efforts in addressing the underserved needs, expanding and preserving affordable housing, reducing lead-based paint hazards, and developing institutional structure for delivering housing and community development activities.
Actions planned to address obstacles to meeting underserved needs One of the major obstacles to meeting the needs of the underserved is the limited amount of funding available to fund public services. The City contributes general funds to fund the tenant/landlord mediation program and the United Way 211 information line.
Actions planned to foster and maintain affordable housing The City funds Rebuilding Together Silicon Valley to administer a portion of its Homeowner Housing Rehabilitation program. The program addresses building/housing code deficiencies, abatement of hazardous conditions, repair/rehabilitation of deteriorated conditions, and accessibility for persons with disabilities, all to improve the habitability, use and occupancy of owner-occupied housing. Financial assistance is provided in the form of grants. The City also administers its Neighborhood Conservation Improvement Program (i.e., Homeowner Housing Rehabilitation Program). These projects are typically larger in scope than the projects performed by Rebuilding Together Silicon Valley.
Financial assistance is provided in the form of loans with flexible terms and below market rates.
A Memorandum of Understanding, approved by the City Council and RDA Board on November 14, 2006, directed that all RDA funds appropriated for the NCIP Program “will be committed permanently” to the NCIP Affordable Housing Rehabilitation Fund (AHRF). Any program income accruing from the expenditure of Successor Housing Agency (SHA) funds for NCIP activities would also be deposited in the AHRF. That program income will not be subject to federal restrictions or requirements. It will primarily be used for the NCIP program but may be used for other activities that benefit low and moderate-income persons as long as those activities address one or more of the housing and community goals set forth in the Consolidated Plan.
The City has a Below Market Purchase Program (BMP). This program requires developers to set aside 15% of newly constructed units for housing affordable to moderate income homebuyers. The Program is administered by HouseKeys.
The Program created an additional source of revenue to augment future housing and community objectives – the City Affordable Housing Fund (CAHF). After five years, a BMP housing unit can convert from a restricted sales price to a market price. If a BMP unit is sold after the initial 5-year period, the City recaptures the value of the affordable purchase price discount. Proceeds are deposited in the CAHF. Use of CAHF funds is not subject to federal or state restrictions. The CAHF funds will be used for activities that benefit low and moderate-income persons and address one or more of the housing and community goals set forth in the ConPlan and the City Housing Element.
Actions planned to reduce lead-based paint hazards
The City undertakes HUD-funded projects in accordance with the Lead-Based Paint Regulations. These regulations most commonly affect residential structures rehabilitated through NCIP. When identified, lead paint will be controlled or abated and disposed of properly to eliminate or reduce the hazard of environmental or human contamination. The City has adopted a written plan to implement the regulations in its NCIP Program and other housing rehabilitation activities. 2023-2024 Annual Action Plan (DRAFT) 32
Actions planned to reduce the number of poverty-level families On August 22, 2017, the Santa Clara City Council approved a plan establishing the City's local minimum wage to reach $15.00 per hour by 2019. As of January 1, 2020, the City of Santa Clara minimum wage will be adjusted annually based on the regional Consumer Price Index (CPI). The City’s minimum wage as of January 1, 2023 was $17.20 per hour.
On March 24, 2017 the Santa Clara City Council unanimously passed the first worker retention ordinance in Silicon Valley.
This ordinance will provide much-needed job security to some of the most vulnerable workers. This law protects food and building service workers from mass layoffs when companies switch contractors. It requires that if a company with an office or venue in Santa Clara hires a new contractor or brings services in-house, the workers who currently work at that location must be kept on for a 90-day transition period.
The Santa Clara Unified School District (SCUSD) Adult Education Center has a CalWORKs Site Representative who acts as a liaison for participating CalWORKs students and Santa Clara County Social Services Agency. Some of these responsibilities include ensuring that all participants on campus are remaining in compliance with federal regulations, developing a welfare to work plan, reporting monthly attendance to the County for each participant, and reporting progress reports on a quarterly basis for each participant CalWORKs student to the County. In addition to the Site Representative, the Adult Education Center has a Career Advisor for CalWORKs students to help them in job placement, resume development, and interviewing skills.
Actions planned to develop institutional structure
The City will continue its participation in the CDBG Coordinators Committee, which increasingly has become a forum for discussion and active planning of common strategies to address the housing and community needs in Santa Clara County.
The City is also allocating additional staffing capacity to work on HUD-related activities.
Actions planned to enhance coordination between public and private housing and social service agencies The City will continue its efforts to encourage consortium-building among housing developers, public service providers, and governmental and non-governmental entities. The City has achieved proven results in using federal funds to leverage private funds. The City participates in the quarterly meetings of the Supportive Housing Roundtable, which includes government agencies, housing developers, service providers, legal services and private funders.
Discussion
In 1983, the City of Santa Clara joined with several other cities to create the North Valley Job Training Consortium (NOVA) in response to the federal Workforce Investment Act. The consortium is a private/public partnership made up of representatives of local government, business and industry, labor, education and training systems, employment services, and community support organizations. The NOVA Workforce Board was established to guide the agency in its mission to deliver employment and training services that enhance the ability to live and work in Silicon Valley. Many of the services and programs provided by NOVA target disadvantaged youth and adult populations, who may have limited education and/or barriers to employment. NOVA is a partner in the CONNECT! Job Seeker Center, a comprehensive resource center opens to all job seekers, which offers computer access, a resource library, resume assistance and job search workshops. 2023-2024 Annual Action Plan (DRAFT) 33
AP-90 Program Specific Requirements – 91.220 (l) (1,2,4) Introduction
Community Development Block Grant Program (CDBG) Reference 24 CFR 91.220(l) (1) Projects planned with all CDBG funds expected to be available during the year are identified in the Projects Table. The following identifies program income that is available for use that is included in projects to be carried out.
Other CDBG Requirements
1. The amount of urgent need activities. 0
2. The estimated percentage of CDBG funds that will be used for activities that benefit persons of low and moderate income. Overall Benefit - A consecutive period of one, two or three years may be used to determine that a minimum overall benefit of 70% of CDBG funds is used to benefit persons of low and moderate income. Specify the years covered that include this Annual Action Plan. 100.00%
1. The total amount of program income that will have been received before the start of the next program year and that has not yet been reprogrammed
0 2. The amount of proceeds from section 108 loan guarantees that will be used during the year to address the priority needs and specific objectives identified in the strategic plan. 0 3. The amount of surplus funds from urban renewal settlements. 0
4. The amount of any grant funds returned to the line of credit for which the planned use has not been included in a prior statement or plan.
0 5. The amount of income from float-funded activities 0 Total Program Income 0
2023-2024 Annual Action Plan (DRAFT) 34
HOME Investment Partnership Program (HOME) Reference 24 CFR 91.220(l) (2) A description of other forms of investment being used beyond those identified in Section 92.205 is as follows:
1. The City does not use HOME funds beyond those identified in Section 92.205. A description of the guidelines that will be used for resale or recapture of HOME funds, if used for homebuyer activities as required in 92.254, are as follows:
Homeowner Equity – for purposes of this policy, it is defined as the sum of the down-payment, principal paid, and homeowner improvements. Home Equity – for purposes of this policy, it is defined as the amount of HOME investment, adjusted as follows: (1) The HOME investment amount would be reduced if, at the time of the homeowner purchase, the market price is less than the cost of construction, by the amount of that difference; and (2) Beginning after six years of residency by the original buyer, the City would reduce its share of excess proceeds by a maximum of 10% for each additional full year the original buyer resides in the home. After the completion of 15 years of residency by the original buyer, the City would have no interest in recapturing any portion of its original HOME investment.
In the event of a sale of a HOME-assisted house during the 15-year HOME affordability period, sales proceeds would be distributed in the following order of priority:
a. Closing costs.
b. Primary mortgage loan (City or private lender).
c. Other loans superior to the HOME investment lien (if any have been approved by the City).
The remaining funds are considered Shared Net Proceeds under the HOME regulations and would be distributed in the following order of priority:
d. Homeowner Equity, or the amount of Shared Net Proceeds, whichever is less. e. Homeowner Shared Net Proceeds. This amount will be the greater of: (1) Homeowner Equity that was paid as described above; or (2) proportionately of the Shared Net Proceeds, according to the formula - Homeowner Equity, divided by the sum of Homeowner Equity plus HOME Equity. f. HOME investment. The remainder of the Shared Net Proceeds. If the remaining Shared Net Proceeds are insufficient to repay the full amount of the HOME investment, the City would forgive any of the HOME investment that could not be repaid from the remaining Shared Net Proceeds.
2. A description of the guidelines for resale or recapture that ensures the affordability of units acquired with HOME funds. See 24 CFR 92.254(a)(4) are as follows:
The City secures its HOME funds by recording Deeds of Trust on the title of the property that received the funding.
The period of affordability would be a minimum of 15 years.
3. Plans for using HOME funds to refinance existing debt secured by multifamily housing that is rehabilitated with HOME funds along with a description of the refinancing guidelines required that will be used under 24 CFR
92.206(b), are as follows:
The City does not have any plans to use HOME funds to refinance existing debt on multi-family.
4. HOME funds may be allocated to affordable housing capital projects in contiguous jurisdictions.
The City does not plan on using HOME funds to refinance existing debt.
Discussion
CHDO set-aside funds. The City of Santa Clara will consider providing assistance to affordable housing developments in contiguous jurisdictions using CHDO set-aside funds.
TBRA assistance. While it would be ideal for participants to locate housing within the city limits, the program will allow 2023-2024 Annual Action Plan (DRAFT) 35
participants to find housing located anywhere within the County of Santa Clara. 95% After Rehab Valuation
The City of Santa Clara may use HOME funds for acquisition purposes. Per CFR 24 92.254 (a)(iii), the City has chosen to determine separate limits for existing housing than the given median purchase price issued by HUD. City staff researched the Multiple Listings Service (MLS) to determine the number of single-family and multi-family home sales. There were less than 250 sales per months; thus, per 24.92.254 (a)(iii), we were required to compile 3 months of sales figures. The following details the home sales in Santa Clara over the most recent three (3) months for single-family homes and multifamily homes at the time of publication.
FY23-24
Estimated
Entitlement
Prior
Year
Balance
Estimated PI
CDBG FY23-24
HOME FY22-23
FY23-24
Total
Expected
$1,034,553 $686,320 $110,000 $1,830,873
$ 437,588 $250,000 $10,000 $697,588
$ 1,604,105 $0 $0 $1,604,105
$225,697 n/a n/a $225,697
$250,000 n/a n/a $250,000
$95,000 n/a n/a $95,000
$4,703,263
# Program
Administration Estimate PI % Admin Allowable
Staff
Recomm.
1A CDBG Administration (from allocation) max 20% $206,910 1B CDBG Administration (from PI) $100,000 max 20% $20,000 $226,910
2A HOME Administration (from allocation) max 10% $43,758 2B HOME Administration - 10% of 2023/2024 estimated PI of... $100,000 max 10% $10,000 $53,758
HOME ARP Funds Available for Program Administrion One Year(15%) $120,308.00 Est. Funds
Available
max 15% $155,182
$110,000 max 15% $16,500
max 15% $171,682
# Agencies Funded
562
CDBG
Funds
562
HOME
Funds
HOME
ARP
165
CAHF
Funds
169
CHSF
Funds
001
General
Funds
1 $ 30,000
2 $ 30,000
3 $ 51,264
4 $ 30,000
5 $ 30,000
6 $30,000
7 $ 30,000
8 $ 15,000
9 $ 24,000
10 $ 5,000
11 County - Homeless Prevention Program (HPP) $50,000
12 $15,000 $ 110,000
13 $ 21,000
14 $250,000
15 $ 163,950
16 $ 350,000
17 $ 249,253
18 $ 69,496
19 $500,000
20 $100,000
21 $643,830 $526,745 $160,697 $ 140,000
22 $0
23 $ 226,910
24 Project Sentinel - Fair Housing Services $22,197
25 $31,561
# Budget
Summary
TOTAL
FUNDING
CDBG
funds
HOME
funds
HOME ARP
funds (yr1)
CAHF
Funds
CHSF
Funds
General
Funds
A Public Service Activiites $721,264 $171,264 $0 $280,000 $65,000 $110,000 $95,000 B Capital Improvement Projects $763,203 $763,203 $0 $0 $0 $0 C Affordable Housing Activities $2,140,768 $669,496 $643,830 $526,745 $160,697 $140,000 $0 D Program Administration $400,976 $226,910 $53,758 $120,308 $0 $0 $0 FY 23-24 TOTAL ALLOCATION $4,026,211 $1,830,873 $697,588 $927,053 $225,697 $250,000 $95,000 County - Intensive Case Management (ICM)
Next Door Solutions - Support Services for Victims of DV HOPE Services - Educational Serivces
Catholic Charities Ombudsman - Ombudsman Prog.
Santa Clara Senior Center - Senior Nutrition Program
United Way 211 Services
Home Investment Partnership Program (HOME)
City Affordable Housing Fund (CAHF)
HOME-ARP (One Time Funding)
CDBG Funds Available
for Public Service (PS) Requests
FY23/24 CDBG Entitlement Funds Available for PS
CITY OF SANTA CLARA
FISCAL YEAR 2023/2024 ALLOCATIONS
Annual Action Plan Funding Breakdown
TOTAL EXPECTED
RESOURCES
Community Development Block Grant (CDBG)
City Housing Successor Fund (CHSF)
General Funds
Bill Wilson Center - Counseling & Family Therapy
TOTAL AMOUNT OF EXPECTED RESOURCES AVAILABLE
FY22/23 Anticipated Program Income for PS
CDBG Funds Available for Public Services
CDBG Funds Available for Program Administration (20%)
HOME Funds Available for Program Administration (10%)
CIP to Affordable Housing - Liberty Tower
ADMIN.
CDBG Administration
HOME Administration (allocated to TBRA administrators)
Homeless Assessment and Street Outreach (Yr-1 Only)
CIP to Affordable Housing - Vista Center for the Blind
NCIP Activty Delivery Costs
NCIP Loans and Grants
CIP Public Service Activities
CIP to Affordable Housing - MidPenn
The Health Trust - Meals on Wheels
Project Sentinel - Landlord/Tenant Mediation Services
Senior Adult Legal Assistance (SALA) - Legal Assistance Heart of the Valley - Support & Transportation Services Silicon Valley Independent Living Center (SVILC)
Aff. Housng
Rebuilding Together - Minor Repair Program
TBRA Administration & Case Mgt.
Community Housing Development Org. (CHDO) Set-aside
I I
I
-
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-135 Agenda Date: 4/4/2023
REPORT TO COUNCIL
SUBJECT
Receive Silicon Valley Power Quarterly Update
COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure
BACKGROUND
Silicon Valley Power (SVP) is a recognized industry leader with a strong history and reputation of providing excellent customer service. The electric industry is rapidly changing and undergoing a fundamental transformation, shifting from a centralized resource grid toward an increasingly decentralized electrical grid with distributed renewable energy resources (e.g., wind, solar, hydrogen, and biogas), shifting variability in supply, and greater customer choice.
DISCUSSION
The report to be presented to Council will provide an update to Council on the status of the utility, current load and sales, recent accomplishments, and upcoming Council Actions for consideration.
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 an administrative activity that will not result in direct or indirect physical changes in the environment.
FISCAL IMPACT
There is no fiscal impact associated with this update. Implementation of certain elements will require funding which will be requested through the normal budget process.
COORDINATION
This report has been coordinated with the Finance Department and 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.
RECOMMENDATION
Note and file the Silicon Valley Power Quarterly Update.
City of Santa Clara Page 1 of 2 Printed on 3/30/2023
powered by Legistar™
23-135 Agenda Date: 4/4/2023
Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Office of the City Manager
City of Santa Clara Page 2 of 2 Printed on 3/30/2023
powered by Legistar™
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-439 Agenda Date: 4/4/2023
REPORT TO COUNCIL
SUBJECT
Action on Resolution for an Exception to the 180 Day Waiting Period to Appoint Retired Annuitant, Mark Giovannetti, A Retired Annuitant To Serve as Temporary Extra Help (Government Code Sections 7522.56 and 21224) in the Finance Department to Perform Work as a Purchasing Division Manager
COUNCIL PILLAR
Manage Strategically Our Workforce Capacity and Resources
BACKGROUND
Generally, the Public Employment Retirement Law (PERL) requires that retired annuitants serve a 180-day wait period before working in a retired annuitant position. However, the PERL also provides for exceptions to this waiting period if certain criteria are met and the governing body of the public agency adopts a non-consent calendar resolution at a public meeting approving the appointment as a critically needed position before the 180 days has passed. The adoption of the resolution allows the employer to hire a retired annuitant to perform work of a limited duration, such as specialized work and limited term complex projects.
There are two types of post-retirement appointments possible under Government Code Section 7522.56: 1) Extra help retired annuitants hired to perform work of limited duration such as special projects (Government Code Section 21224); and 2) Appointment to a vacant position on an interim basis while a permanent replacement is being recruited (an active recruitment must be in place for this type of appointment, and the appointment must end when the replacement is hired, Government Code Section 21221(h)).
DISCUSSION
Mark Giovannetti was a Purchasing Division Manager in the Finance Department. He retired on April 3, 2023. It is recommended that Mr. Giovannetti be rehired on April 5, 2023. Mr. Giovannetti was responsible for serving as the lead for the Purchasing Division as part of the Finance Department.
The Purchasing Division supports and facilitates the timely and efficient procurement of supplies, materials, equipment, and services by City departments while ensuring compliance to City policies, applicable government regulations, and best practices in public sector procurement to obtain the lowest cost while maintaining internal controls. The position also oversees the central warehouse operations and processes to ensure that the City’s electric and water utilities are stocked with parts to support their operations and process outgoing mail for the City. Lastly, the division facilitates the disposition of surplus property to ensure a fair and transparent process is followed and maximum value is recovered.
City of Santa Clara Page 1 of 3 Printed on 3/30/2023
powered by Legistar™
23-439 Agenda Date: 4/4/2023
The City would like to rehire Mr. Giovannetti to provide continued assistance with several projects including large procurements for critical Silicon Valley Power infrastructure, contracts management system improvements, and procuring upgrades to the Finance revenue system. Mr. Giovannetti will also help to transition the new Purchasing Division Manager.
Mr. Giovannetti will be appointed to a limited term to assist with special projects. This position will perform duties comparable to the Purchasing Division Manager classification. This position will provide expertise on City policies and procedures and cross train the new Purchasing Division Manager. He will not participate in day-to-day administrative oversight of his former position. This employment arrangement would fall under the type 1 appointment (Government Code Section 21224).
The recommended actions would certify Mr. Giovannetti’s appointment meets the requirements as defined in Government Code Sections 7522.56 and 21224, specifically:
1. Appointment is necessary to perform critically needed duties prior to the expiration of the 180- day wait period;
2. He has not received a Golden Handshake or any other form of retirement-related incentive;
3. Adoption of resolution was not placed on the consent calendar;
4. Employment will be limited to 960 hours/fiscal year; and
5. Compensation will be within the posted salary range in the publicly available salary schedule.
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.
FISCAL IMPACT
The Public Employees’ Pension Reform Act (PEPRA) sets forth limitations for compensating retired annuitants. All retirees must be paid hourly, at no less than the minimum, nor more than the maximum, paid to employees doing similar work. Based on the CalPERS formula for setting retired annuitant pay rates, the individual will be paid at the hourly rate for as-needed consultant position as follows:
Retired Annuitant Hourly Rate of Pay Fiscal Year Maximum Amount Mark Giovannetti $99.83 $95,836.80
Retirees also do not receive any benefits. Sufficient appropriations are available in the Finance Department to fund this position.
COORDINATION
This report has been coordinated with the City Attorney’s Office and the Finance Department.
PUBLIC CONTACT
City of Santa Clara Page 2 of 3 Printed on 3/30/2023
powered by Legistar™
23-439 Agenda Date: 4/4/2023
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].
ALTERNATIVES
1. Adopt the attached Resolution to permit a Retired Annuitant to provide valuable service to the City post-retirement but within the first 180 days of their retirement; or
2. Direct Staff to return with other options.
RECOMMENDATION
Alternative 1: Adopt the attached Resolution for an Exception to the 180 Day Waiting Period To Appoint, Mark Giovannetti, A Retired Annuitant To Serve as Temporary Extra Help (Government Code Sections 7522.56 and 21224) in the Finance Department to Perform Work as a Purchasing Division Manager
Reviewed by: Aracely Azevedo, Director of Human Resources Approved by: Office of the City Manager
ATTACHMENTS
1. Resolution for an Exception to the 180 Day Waiting Period To Appoint, Mark Giovannetti, a Retired Annuitant To Serve as Temporary Extra Help in the Finance Department to Perform Work as a Purchasing Division Manager
2. Giovannetti, Mark- Offer Letter
City of Santa Clara Page 3 of 3 Printed on 3/30/2023
powered by Legistar™
1500 Warburton Avenue ● Santa Clara, CA 95050 ● Phone: 408-615-2080 ● Fax: 408-985-0667 ● www.SantaClaraCA.gov 1 Human Resources
April 5, 2023
Mark Giovannetti
1295 Husted Ave.
San Jose, CA 95125
Dear Mark,
Congratulations! This is to confirm our offer of employment for the As-Needed position of Temporary Employee (Purchasing Division Manager) in the Finance Department with the City of Santa Clara.
Below are a few key provisions for your offer of employment:
• Effective Date: Wednesday, April 5, 2023
• Salary: Your hourly pay rate is $99.83 per hour.
• Employment Status: As-Needed employment is not to be considered permanent.
This is an “at-will” position and hours in any given week is not guaranteed. Under CalPERS regulations and the City of Santa Clara practices, As-Needed retired annuitants are not permitted to work more than 960 hours per fiscal year (July 1 through June 30). If you reach 960 hours during the fiscal year, your assignment will end. As-Needed employees will be enrolled in PARS retirement system in lieu of participation in CalPERS and Social Security. However, if you have been previously employed by a CalPERS employer and have funds on deposit with CalPERS, you will be enrolled in CalPERS and Social Security upon your first date of As-Needed employment with the City of Santa Clara.
• New Employee Orientation (NEO): You are required to attend NEO with the Human Resources Department to continue your employment. You have been scheduled to attend on:
o Monday, April 17, 2023 at 3:30PM at Santa Clara City Hall (City Cafeteria) at 1500 Warburton Avenue, Santa Clara, CA 95050
• Form I-9 Employment Eligibility Verification: All new employees are required to show documentation which proves their identity and their eligibility to work in the United States. A list of acceptable documentation can be found at http://uscis.gov/i9-central/acceptable-documents. Please bring I-9 employment verification identification with you on your first day of employment; original documents are required. This verification must be completed in person at the Human Resources Department within the first 3 days of your employment start date. If this City of
Santa Clara
ThP. CentP.r of What's Possible
Re: City of Santa Clara Offer of Employment – Mark Giovannetti April 5, 2023