City Council and Authorities Concurrent
May 23, 2023

• Experience in planning, zoning, civil engineering or architecture is desirable.

For pPositions in the Water and Sewer Utilities Department:
• Experience in potable water, recycled water and wastewater collection utilities is desirable.

For pPositions in the Public Works Department/Storm Drain Division:
• Experience in planning, storm-water pollution control, hazardous mate rial inspection, civil engineering, or architecture is desirable.

OTHER REQUIREMENTS
 Required to file a Conflict of Interest statement upon assuming office, annually and upon leaving office, in accordance with City Manager’s Directive 100  May be required to occasionally work evenings and weekends.  Must be able to perform all of the essential functions of the job assignment.

TYPICAL DUTIES

This description may not include all the duties listed below, nor do the examples cover all duties that may be performed. Duties include, but are not limited to the following.

Under immediate supervisor, the incumbent will:
 Receives complaints of code violations from the public, City staff, and others;  Conducts field surveys, inspections, and investigations to determine compliance with codes and locate unlicensed activities;
 Evaluates information pertaining to applicable codes and ordinances and recommends appropriate course of action;
 Contacts responsible parties, issues notices and citations, initiates other corrective action, and follows-up to ensure compliance with codes and ordinances;  Performs field work to post notices and distribute materials;  Coordinates compliance enforcement with City departments and external regulatory agencies;
 Responds to general inquiries from the public, City staff, and others, interpreting and explaining City codes, ordinances, policies, and procedures pertaining to code enforcement;
 Reviews development proposals and plans to ensure compliance with the City’s codes and ordinances; makes recommendations to management;
 Establishes and maintains thorough and accurate files, logs, and records pertaining to code violations; researches and reviews data;
 Prepares written reports, recommendations, and correspondence;  Oversees the work of administrative clerical staff in the performance of supporting activities;
 Prepares case information for legal proceedings;
 May act as City representative and present evidence;
 May prepare and give presentations to groups; and
 Performs other related duties as assigned.

CODE ENFORCEMENT TECHNICIAN (329)

When assigned to the Water and Sewer Utilities Department:
 Performs sampling of potable, recycled, and wastewater for various constituents; and  Assists with review of development plans and inspections for recycled water projects and food service establishments and other facilities to determine compliance with applicable City, State, and Federal rules and regulations

When assigned to the Department of Public Works:
 Interpret and enforce applicable sections of the City Municipal Regional Stormwater National Pollutant Discharge Elimination System Permit;  Represent the City at various Santa Clara Valley Urban Runoff Pollution Prevention Program subcommittees;
 Interpret and enforce Cleanup Campaign set-out rules and regulations;  Perform rapid trash assessments; and
 Serve as site coordinator for volunteer waterway cleanup events.

KNOWLEDGE, SKILLS, & ABILITIES

Knowledge of:
 Federal, State, and local laws, codes, and ordinances pertaining to the Department assigned;
 Generally accepted practices and procedures applicable to the Department assigned;  Database and records management practices and procedures; and  English grammar, spelling, and punctuation.

Ability to:
 Operate a variety of standard office equipment including a Windows-based personal computer and word processing, spreadsheet, and database software;  Perform basic arithmetic computations with accuracy;
 Communicate clearly and effectively, both orally and in writing;  Interpret and explain blueprints, plans, drawings and specifications;  Effectively handle multiple priorities and organize workload under deadline pressures;  Follow written and oral instructions and directions;
 Evaluate situations, identify problems, and exercise sound independent judgment within established guidelines;
 Establish and maintain effective working relationships with those contacted in the course of work;
 Tactfully gain the cooperation and compliance of individuals and organizations;  Work in a team-based environment and achieve common goals;  Walk or stand for extended periods of time and bend, stoop, crawl, climb, and lift as necessary to perform inspections; and
 Identify color, illumination, and materials normally used in construction.

SUPERVISION RECEIVED
Receives general supervision from the Department Head, Division Manager or other supervisor CODE ENFORCEMENT TECHNICIAN (329)

as assigned.

SUPERVISION EXERCISED
May provide technical supervision to clerical and temporary employees as assigned.

CONFLICT OF INTEREST
Incumbents in this position are required to file a Conflict of Interest statement upon assuming office, annually, and upon leaving office, in accordance with City Manager’s Directive 100.

CLASSIFICATION HISTORY
Established 03/2007; Rev. 09/2015; Rev. 04/2023
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-480 Agenda Date: 5/23/2023

REPORT TO COUNCIL

SUBJECT
Memorandum of Understanding Among Local Public Agencies in Santa Clara County for Food Recovery Program Costs

COUNCIL PILLAR
Promote Sustainability and Environmental Protection

BACKGROUND
In 2016, California Senate Bill 1383 (SB 1383) was chaptered, setting goals to reduce disposal of organic waste in landfills in an effort to reduce greenhouse gas emissions and address food insecurity. California sends 11.2 billion pounds of food to landfills annually, some of which is still fresh enough to have been recovered to feed people in need, while 9.2 million Californians experienced food insecurity in 2020. In November 2020 the Department of Resources Recycling and Recovery (CalRecycle) developed regulations requiring jurisdictions to establish edible food recovery programs to recover 20 percent of edible food that would otherwise be sent to landfills to feed people in need.

As of January 1, 2022, Tier 1 commercial edible food generators (listed below) are required to arrange food recovery through a contract or written agreement with food recovery organizations or services that will collect or accept self-hauled edible food for food recovery. · wholesale food vendors
· food service providers and distributors
· grocery stores over 10,000 square feet
· supermarkets
Tier 2 generators (see list below) will be required to donate their edible food starting on January 1, 2024.
· restaurants over 5,000 square feet
· hotels with 200 or more rooms and on-site food facilities · local education agencies with on-site food facilities · large venues/events
· health facilities with at least 100 beds and on-site food facilities The Santa Clara County Recycling and Waste Reduction Commission (RWRC) entered into an agreement with Joint Venture Silicon Valley (JVSV) to develop and manage a countywide edible food recovery program to take advantage of economies of scale. In December 2021 the City adopted Ordinance 2035 which established Chapter 8.26 of “The Code of the City of Santa Clara, California” City of Santa Clara Printed on 5/18/2023Page 1 of 4
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entitled “Edible Food Recovery.” Other jurisdictions in Santa Clara County adopted similar ordinances to ensure uniform requirements throughout the county to make it easier for businesses with locations in multiple cities and food recovery organizations to implement requirements because their food recovery efforts often cross jurisdictional boundaries. The model edible food recovery ordinance was developed with flexible language that enables subsequent decisions to be made on items that were not fully developed (i.e., enforcement, funding, and Memorandum of Understanding) when jurisdictions adopted their respective Ordinances in 2021 as required by SB 1383.

The development of the Countywide Food Recovery Program, which is currently comprised of 402 Tier 1 generators, has been funded by the Solid Waste Planning Fee (SWPF) of $0.78 per ton that is disposed of in a landfill. The statewide efforts to reduce organics in landfills is reducing disposal tonnage. Additionally, Tier 2 generators, which will be subject to edible food recovery requirements beginning in 2024, will increase the total number of generators by 1,768 and will further reduce disposal tonnage. The combination of the Food Recovery Program growth, reduced disposal tonnage and the subsequent decline in SWPF revenues necessitate the development of a new source of funding.

DISCUSSION
A Memorandum of Understanding (MOU) Among Local Public Agencies in Santa Clara County for Food Recovery Program Costs (Attachment 1) has been developed to fund the cost of a countywide edible food recovery program to satisfy SB 1383 requirements. The County of Santa Clara, as well as each city and town within the county, will be responsible for paying a share of the program under the MOU.

The MOU covers a one-year term, from July 1, 2023 to June 30, 2024. The base program jurisdiction contributions are calculated at $133 per generator applied to the number of generators within the jurisdiction. The City of Santa Clara has 202 generators (40 - Tier 1, 162 - Tier 2) so the City’s base program contract cost is $26,866 which has already been factored into the proposed FY 2023/24 operating budget and solid waste rates. The base program services performed by JVSV for each jurisdiction include:
· Review and update the lists of Tier 1 and Tier 2 generators · Provide requirements for large events within each jurisdiction · Provide information and data for inclusion in reports to CalRecycle · Provide education and outreach to generators
· Coordinate with food recovery organizations to compile reports · Conduct inspections and monitor generators and food recovery organizations · Maintain a list of food recovery organizations and services · Prepare an annual report on program activities
The City will also contribute $5,910 toward infrastructure enhancements. This contribution is optional and only the jurisdictions paying for services above the base program will receive the services. The infrastructure enhancement services include:
· Small capacity grants
to increase the food recovery capacity of food recovery organizations that serve contributing jurisdictions. Applications will be solicited, awards will be issued, and funds will be distributed
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23-480 Agenda Date: 5/23/2023
· Food waste prevention classes via webinar/in
‐
person series for different sectors regulated
under SB 1383 (e.g., restaurants, hospitals, schools, large events) to promote food waste prevention measures specific to each regulated sector, provide food recovery tips and best practices
The MOU term covers one year. Following an evaluation of potential funding options, a subsequent MOU with the same funding structure is being developed to cover the food recovery program costs from FY 2024/25 through FY 2029/30.Staff anticipates that the subsequent MOU will need to be amended on an annual basis to include updated funding amounts on a per generator basis and minor changes to the base and infrastructure enhancements program. The recommendation includes authorization for the City Manager to execute minor amendments or annual updates to the MOU for up to four additional terms. Signatures on the final MOU document will be obtained electronically through DocuSign to enable each participating jurisdiction to execute the same document.

ENVIRONMENTAL REVIEW
This action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(a) as it has no potential for resulting in either a direct physical change in the environment, or a reasonable foreseeable indirect change in the environment.

FISCAL IMPACT
The total FY 2023/24 contribution to the Countywide Food Recovery Program is $32,776 ($26,866 base costs and $5,910 for enhanced services). Funding for the program is built into the solid waste rates and non-exclusive franchise fee rates and is included in the Solid Waste Fund’s Proposed FY 2023/24 Operating Budget which will be brought forward for Council consideration in May 2023 and approval in June 2023. No additional budget action needs to be taken at this time.

COORDINATION
This report has been coordinated with the City Attorney’s Office and the City Manager’s Office.

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

RECOMMENDATION

1. Approve and authorize the City Manager to execute the Memorandum of Understanding Among Local Public Agencies in Santa Clara County for Food Recovery Program Costs for FY 2023/24 in substantially the form presented, and in a final form approved by the City Attorney;

2. Authorize the City Manager to execute a subsequent MOU to fund food recovery program costs from FY 2024/25 through FY 2029/30 with the same funding structure as the FY 2023/24 MOU in final forms approved by the City Attorney; and

3. Authorize the City Manage to execute future amendments to the FY 2024/25 - FY 2029/30 food recovery program cost MOU which update annual costs on a per generator basis and minor City of Santa Clara Printed on 5/18/2023Page 3 of 4
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23-480 Agenda Date: 5/23/2023
changes to the base and infrastructure enhancements program in final forms approved by the City Attorney.

Reviewed by: Craig Mobeck, Director of Public Works
Approved by: Jōvan D. Grogan, City Manager

ATTACHMENT

1. MOU Among Local Public Agencies in Santa Clara County for Food Recovery Program Costs City of Santa Clara Printed on 5/18/2023Page 4 of 4
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1 MEMORANDUM OF

UNDERSTANDING AMONG LOCAL

PUBLIC AGENCIES IN

SANTA CLARA COUNTY

FOR FOOD RECOVERY PROGRAM COSTS

SECTION 1. OVERVIEW

This Memorandum of Understanding (“MOU”) is between the cities of Campbell, Cupertino, Gilroy, Los Altos, Milpitas, Monte Sereno, Morgan Hill, Mountain View, Palo Alto, San José, Santa Clara, Sunnyvale, and Saratoga; the towns of Los Altos Hills and Los Gatos; and the County of Santa Clara; collectively “Parties” or individually as a "Party."

SECTION 2. RECITALS

WHEREAS, the signatory Parties are also “PARTIES” to the Memorandum of Agreement for the Santa Clara County Recycling and Waste Reduction Technical Advisory Committee, which is a Committee of the County of Santa Clara Recycling and Waste Reduction Commission that advances the interests of Party jurisdictions by performing technical and policy review to inform parties and advise the Commission on solid waste management issues, and bring together varied expertise and viewpoints for planning and implementing the Commission approved annual workplan and budget.

WHERAS the Parties have previously agreed to jointly fund the cost of a countywide edible food recovery program to satisfy their respective obligations under SB 1383 (2016) and the corresponding regulations;

WHEREAS, the County of Santa Clara is the Fiscal Agent for the Technical Advisory Committee (TAC) to the Santa Clara County Recycling and Waste Reduction Commission and the City of Morgan Hill is the Administrator and Contracting Agent for the TAC;

WHEREAS, the City of Morgan Hill, as Program Administrator and Contracting Agent, has contracted with Joint Venture Silicon Valley to implement and manage the countywide Food Recovery Program (“Program”) for Fiscal Year 2023/24;

WHEREAS, the Parties desire to execute this MOU to provide for their respective share of costs for the Program;

NOW, THEREFORE, for good and valuable consideration, the adequacy and sufficiency of which is hereby acknowledged, the Parties agree as follows:

SECTION 3. PURPOSE OF THE MOU

2 The purpose of this MOU is to establish a means of requiring:

Payment by the Parties for their share of the costs for implementation of the Program.

SECTION 4. EFFECTIVE DATE

This MOU shall be effective upon execution of this MOU by all Parties (“Effective Date”).

SECTION 5. PAYMENTS UNDER THIS MOU

For purposes of the Program, the County of Santa Clara is the Fiscal Agent and the City of Morgan Hill is the TAC Administrator and Contracting Agent, as specified in the Santa Clara County Recycling and Waste Reduction Technical Advisory Committee MOA.

The Parties agree to share costs for the services as described in Exhibit A of this MOU.

The County of Santa Clara will, within thirty (30) days of the Effective Date of this MOU, submit to the other Parties an invoice for the amounts due under the MOU. Each party will make their payment to the County of Santa Clara based on the invoice amount.

SECTION 6. RECORDS AND ACCOUNTS

The County of Santa Clara will keep complete and accurate financial records related to accomplishing the purposes of this MOU. Upon reasonable notice to the County of Santa Clara, any Party to this MOU may inspect the financial records related to this MOU.

SECTION 7. FURTHER ASSURANCES

Each Party will adopt, execute, and make any and all further assurances, instruments and resolutions as may be reasonably necessary or proper to carry out the intention or to facilitate the Parties’ performance of their obligations under this MOU.

SECTION 8. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to all other Parties as follows:

Authority: Each Party has the full legal right, power and authority under the laws of the State of California to enter into this MOU and to carry out all of its obligations herein.

Due Execution: Each Party’s representatives who sign this MOU are duly authorized to sign and bind their respective agency.

Valid, Binding, and Enforceable Obligations: This MOU has been authorized and executed by each Party and constitutes the legal, valid, and binding agreement of the Parties, and is enforceable according to its terms.

3 SECTION 9. REMEDIES NOT EXCLUSIVE

No remedy herein conferred upon or reserved in this MOU is exclusive of any other remedy, and each such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing in law or in equity or by statute or otherwise, and all such remedies may be exercised without exhausting and without regard to any other remedy.

SECTION 10. INDEMNIFICATION

In lieu of and notwithstanding the pro rata risk allocation, which might otherwise be imposed between the Parties pursuant to Government Code Section 895.6, the Parties agree that all losses or liabilities incurred by a Party shall not be shared pro rata but, instead, the Parties agree that, pursuant to Government Code Section 895.4, each of the Parties hereto shall fully indemnify and hold each of the other Parties, their officers, board members, employees , and agents, harmless from any claim, expense or cost, damage or liability imposed for injury (as defined in Government Code Section 810.8) occurring by reason of the negligent acts or omissions or willful misconduct of the indemnifying Party, its officers, employees , or agents, under or in connection with or arising out of any work , authority, or jurisdiction delegated to such Party under this MOU. No Party, nor any officer, board member, or agent thereof shall be responsible for any damage or liability occurring by reason of the negligent acts or omissions or willful misconduct of any other Party hereto, its officers, board members, employees, or agents, under or in connection with or arising out of any work authority or jurisdiction delegated to such other Party under this MOU. The obligations set forth in this paragraph will survive termination and expiration of this MOU.

SECTION 11. SEVERABILITY

The provisions of this MOU shall be severable, and if any clause, sentence, paragraph, provision or other part shall be adjudged by any court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this MOU will be valid and binding on the Parties.

SECTION 12. AMENDMENTS

This MOU may only be amended by a written instrument signed by the Parties.

SECTION 13. COUNTERPARTS

This MOU may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

SECTION 14. USE OF ELECTRONIC SIGNATURES

Unless otherwise prohibited by law, the Parties agree that an electronic copy of a signed contract, or an electronically signed contract, has the same force and legal effect as a contract executed with an original ink signature. The term “electronic copy of a signed contract” refers to a writing as set forth in

4 Evidence Code Section 1550. The term “electronically signed contract” means a contract that is executed by applying an electronic signature using technology approved by the City of Morgan Hill.

SECTION 15. INTERPRETATION, PRIOR AGREEMENTS AND AMENDMENTS.

This MOU, including all Exhibits attached hereto, represents the entire understanding of the Parties as to those matters contained herein. In the event that the terms specified in any of the Exhibits attached hereto conflict with any of the terms specified in the body of this MOU, the terms specified in the body of this MOU shall control. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This MOU may be modified only by a written amendment duly executed by the Parties to this MOU.

SECTION 16. NO LEGAL RELATIONSHIP

By entering into this MOU, the Parties are neither forming, nor do they intend to form a partnership, agency, or any other legal entity relationship. No Party is authorized to bind or to act as the agent or legal representative of the other Party for any purpose, and neither Party is granted any express or implied right or authority to assume or create any obligation or responsibility on behalf of or in the name of any other Party.

SECTION 17. GOVERNING LAW, VENUE

This MOU has been executed and delivered in, and shall be construed and enforced in accordance with, the laws of the State of California. Proper venue for legal action regarding this MOU shall be in the County of Santa Clara.

IN WITNESS OF, the Parties have executed the MOU as of the last date set forth below:

City of Campbell Approval as to form, Campbell
Date: Date:

City of Cupertino Approval as to form, Cupertino
Date: Date:

City of Gilroy Approval as to form, Gilroy
Date: Date:

5 City of Los Altos Approval as to form, Los Altos
Date: Date:

Town of Los Altos Hills Approval as to form, Los Altos Hills Date: Date:

Town of Los Gatos Approval as to form, Los Gatos
Date: Date:

City of Milpitas Approval as to form, Milpitas
Date: Date:

City of Monte Sereno Approval as to form, Monte Sereno Date: Date:

City of Morgan Hill Approval as to form, Morgan Hill
Date: Date:

City of Mountain View Approval as to form, Mountain View Date: Date:

City of Palo Alto Approval as to form, Palo Alto
Date: Date:

6 City of San Jose Approval as to form, San Jose
Date: Date:

City of Santa Clara Approval as to form, Santa Clara (city) Date: Date:

City of Saratoga Approval as to form, Saratoga
Date: Date:

City of Sunnyvale Approval as to form, Sunnyvale
Date: Date:

County of Santa Clara Approval as to form, Santa Clara County Date: Date:

EXHIBIT A

COSTS AND SCOPE OF SERVICES

i

Jurisdictions
Initial Local Asst.

Grant (LAG)
Alloca
tion
Initial program
"pledge" 19%
of LA
G T1 T2
Total
Generators
Base Program
Contract Cost ($133
per g
enerator)
Jurisdiction Proposed
amount
Potential
Infrastructure
Enha
ncements
(column E-I)
Jurisdiction
Proposed
amou
nt
Campbell $ 55,495 10,5 44$ 11 49 60 $ 7,980 $ 7,980 2,564$ -$ Cupertino $ 77,953 14,8 11$ 10 80 90 $ 11,970 $ 11,970 2,841$ 2,841$ Gilroy $ 75,255 14,2 98$ 11 48 59 $ 7,847 $ 7,847 6,451$ 6,451$ Los Altos $ 41,038 7,79 7$ 7 34 41 $ 5,453 $ 5,453 2,344$ 2,344$ Los Altos Hills $ 20,000 3,80 0$ 0 2 2 $ 266 $ 266 3,534$ 3,534$ Los Gatos $ 41,465 7,87 8$ 10 45 55 $ 7,315 $ 7,315 563$ -$ Milpitas* $ 100,259 19,0 49$ 21 92 113 $ 15,029 $ 15,029 4,020$ 4,020$ Monte Sereno $ 20,000 3,80 0$ 0 1 1 $ 133 $ 133 3,667$ -$ Morgan Hill $ 63,156 12,0 00$ 15 43 58 $ 7,714 $ 7,714 4,286$ 4,286$ Mountain View $ 109,638 20,8 31$ 17 114 131 $ 17,423 $ 17,423 3,408$ 3,408$ Palo Alto $ 89,759 17,0 54$ 7 106 113 $ 15,029 $ 15,029 2,025$ 2,025$ San Jose $ 1,351,654 256, 814$ 212 787 999 $ 132,702 $ 132,702 124,112$ 124,112$ Santa Clara $ 172,504 32,7 76$ 40 162 202 $ 26,866 $ 26,866 5,910$ 5,910$ Saratoga $ 41,085 7,80 6$ 2 26 28 $ 3,724 $ 3,724 4,082$ -$ Sunnyvale $ 202,777 39,3 68$ 26 144 170 $ 22,610 $ 22,610 16,758$ 16,758$ Unincorporated SCC $ 113,337 23,0 00$ 13 35 48 $ 6,384 $ 6,384 16,616$ 16,616$ Totals $ 2,575,374 491, 627$ 402 1768 2170 $ 288,445 $ 288,445 203,182$ 192,306$ West Valley Cities 19,152$ No P ledge Note: Initial program pledge was based on program cost estimate before program establishment and experience with program scope of work.

West Valley cities contributed for the Base Program, but chose not to contribute for infrastructure enhancements Proposed Jurisdiction contributions for Base Program and Infrastructure - FY 24 Program Costs ,.
,.
,.
,.
,.
- ,.
,. ..,
,.
., ,.
...
.. "I "I ,. ...
t ' t t }
l r l

ii

SCOPE OF SERVICES

Base Program – Countywide Food Recovery Program Management

From July 1, 2023 to June 30, 2024, Joint Venture Silicon Valley will run the Santa Clara County Food Recovery Program, serving as the food recovery program (Program) on behalf of all jurisdictions (Jurisdictions) of the Parties, and coordinating with any Party performing their own enforcement.

The Base Program

1. Will develop and coordinate a standardized and uniform method to comply with California Code of Regulations, Title 14, Division 7, Chapter 12, “Short-Lived Climate Pollutants.” The Program will operate within the Party’s boundaries and replace the need for the Party to create such a program on its own.

2. Each year by March, the Program will conduct a review of new Tier 1 and Tier 2 Entities, to ensure that as businesses open in Santa Clara County, the appropriate regulated entities are added to the Tier 1 and Tier 2 lists. Closing businesses will be identified during the reporting process, and be eliminated from the lists.

3. Provide Parties with requirements for inclusion in the ‘large event’ list requested from each Party, as well as provide electronic materials for distribution for large event planners.

4. Shall provide Parties with the information and data necessary for the Parties to make their required reports to CalRecycle.

5. Shall retain records of inspections for each Party for a minimum of five (5) years.

6. Shall notify the Party promptly about any related issues that require the Party’s assistance or to request the Party lead in resolving the issue(s) that arise related to non-compliance.

7. Shall fulfill the annual education requirement for the Parties and provide the data needed for the Parties to complete required CalRecycle reports.

8. Shall conduct generator and Food Recovery Organization/Services requests for reports, compile the results, and communicate those results to the jurisdictions for inclusion in the Implementation Record Data Summary, and to Santa Clara County for use in future Capacity Planning efforts.

9. Shall conduct inspections and monitoring in compliance with CalRecycle expectations for Tier One businesses, Tier Two entities and Organizations, and Food Recovery Organizations and Services.

10. The Program shall supply appropriate content for the web site, SCCFoodRecovery.org, as well as a list of Food Recovery Organizations and Services. The list will be annually updated and made accessible to Tier 1 and 2 Entities.

11. The Program leadership shall represent the interests of the Program with other entities, Counties, and CalRecycle.

iii

12. The Program leadership shall create reports about Program activities at the end of each fiscal year. These reports shall include monitoring statistics, details on overall compliance, compliance in certain sectors, total number of pounds of food recovered, and a summary of all enforcement actions taken.

13. Statistics about food recovery in Santa Clara County will be shared on the Office of Sustainability website as part of the Sustainability Master Plan Data Dashboard and the Annual Sustainability Report.

All Parties to this MOU will receive the Base Program services.

Infrastructure Enhancements Program

As shown in Exhibit A of this MOU, some jurisdictions have chosen to contribute to the edible food recovery Infrastructure Enhancements Program which will direct additional food recovery resources to participating jurisdictions between July 1, 2023 and June 30, 2024. The Infrastructure Enhancements Program will include two subprograms, described as follows:

1) Small Capacity Grants. G
rants will be issued to increase the food recovery capacity of food recovery organizations that serve contributing jurisdictions. Applications will be solicited, awards will be issued, and funds will be distributed. Joint Venture Silicon Valley will provide information for Annual Reporting that shows how contributions to this subprogram were spent on behalf of each participating Agency.

2) Food Waste Prevention Classes. A webinar/in‐person series will be advertised for different sectors regulated under SB 1383 (e.g., restaurants, hospitals, schools, large events). The series will promote food waste prevention measures specific to each regulated sector, provide food recovery tips and best practices, and teach businesses and organizations how to comply with SB 1383 and local ordinances. The series will start with Tier 2, and then move into Tier 1 groups that answered 'zero pounds' in their reports, if funding allows. Joint Venture Silicon Valley will provide information for Annual Reporting that shows how contributions to this subprogram were spent on behalf of each participating Party.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-622 Agenda Date: 5/23/2023

REPORT TO COUNCIL

SUBJECT
Action on Reappointment of Board and Commission Members to a Second Term Ending June 30, 2027

COUNCIL PILLAR
Enhance Community Engagement and Transparency

BACKGROUND
Board, Commission and Committee members are generally appointed to a four-year term (full term) and may serve a maximum of two consecutive full terms. In the case where an existing member is eligible for another term, past City practice has been for staff to contact those existing members and request if they would like to be considered for reappointment to serve another term. The Council then takes formal action to reappoint those existing members who indicate a desire to serve a second term. If an individual is appointed to fill a partial term, he or she may serve an additional two full terms. Full terms are effective July 1
st of the appointing year and expire on June 30th of the fourth year.

DISCUSSION
Staff has continued with the past practice of reaching out to the incumbents eligible for reappointment and inquiring if there is a desire to continue to serve a second term. Regular attendance is one of the requirements to serve on a Board or Commission; staff has attached an attendance roster (Attachment 1) of all Boards and Commissions for Council’s review.

The terms for the following commissioners will expire on June 30, 2023. Staff has reached out to all eligible incumbents and those who wished to be considered for reappointment to serve another term ending June 30, 2027 are listed below:

Board of Library Trustee (1) Stephen Ricossa
Cultural Commission (2) Debra von Huene
Siddarth Sundaram
Historical and Landmarks Commission (1) Patricia Leung
Parks and Recreation Commission (2) Burt Field
Eversley Forte
Planning Commission (2) Yashraj Bhatnagar
Priya Cherukuru
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Senior Advisory (1) Rick Andrews
On March 7, 2023, the Assistant City Clerk brought forward a report requesting Council approval to reappoint eligible incumbents, declare vacant seats, and commence the City's Boards and Commissions recruitment process. The Council approved declaring vacancies and initiating the recruitment process. However, the City Council continued the discussion and action on the reappointment of eligible incumbents.

At the March meeting, questions were raised about the reappointment process and the Council criteria for eligibility to serve a second term on a Board or Commission. Currently, the City has no formal standards for reappointments to its Boards and Commissions. Council may wish to consider developing more formal standards through a referral to staff or its Governance Committee. In the interim, staff recommends the Council apply objective criteria relating to a Board member’s performance during their first term. Appropriate considerations could include:
(1) consistent attendance and active engagement at board meetings; (2) fulfillment of general or assigned board duties and responsibilities; (3) compliance with all applicable City rules and regulations; (4) maintenance of any required qualifications to serve; (5) legal conflicts of interest that may materially restrict a member’s ability to participate in board or commission’s decision-making;
(6) communicated reservations or apparent limitations on a member’s availability or capacity to serve for the duration of the upcoming term.

Less appropriate considerations in making a decision to reappoint or not a board or commission member would include a Board or Commission member’s public or private statements or conduct unrelated to their performance of their duties as a Board or Commission member.

Regarding attendance. The attendance roster for each commissioner up for reappointment is included in this report.

Regarding conflicts of interest, at the March 7
th Council meeting, a potential conflict of interest
concern was raised by some Councilmembers regarding Parks and Recreation's Commissioner Field’s employment with the Santa Clara Youth Soccer League (SCYSL), a 501c3 non-profit corporation. City’s legal staff has analyzed this issue and determined that Commissioner Field's employment does not create a conflict of interest that prohibits him from serving on the Parks and Recreation Commission. While he may be required to abstain from participating in certain items related to SCYSL, he can still participate in other matters that are within the commission's purview.

As an employee of SCYSL, Mr. Fields has a remote interest in any agreement that SCYSL may have with the City. Under Gov't Code §1091.5, if an agreement comes before the Parks and Recreation Commission, Commissioner Field must disclose and abstain from participating in the item.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(a) as it has no potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment.

City of Santa Clara Printed on 5/18/2023Page 2 of 3
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23-622 Agenda Date: 5/23/2023

FISCAL IMPACT
There is no additional cost to the City other than administrative staff time and expense.

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]> .

RECOMMENDATION

1. Reappoint the nine (9) eligible commissioners to serve a four-year term each ending June 30, 2027.

2. For any Board or Commission member not proposed for reappointment, base such decision on the objective criteria presented by staff, above, and refer to position to the City Clerk for posting, recruitment, interviews and appointment.

Reviewed by: Glen R. Googins, City Attorney
Approved by: Jōvan D. Grogan, City Manager

ATTACHMENT

1. Board/Commissions Attendance Roster 2022-2023
City of Santa Clara Printed on 5/18/2023Page 3 of 3
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Board and Commission Attendance Roster
Current roster reflects attendance from February 2022- February 2023

Board of Library Trustees Attendance
First Name Last Name Term Ending
Elig. for
Reappoint. at
end of term
Regular Meeting Absences
2022/2023
Stephen Ricossa 06/30/2023 Yes None
Leonne Broughman 06/30/2024 No 03/07/2022 – Excused
12/05/2022 – Excused
Jan Hintermeister 06/30/2024 No 02/07/2022 – Excused
Jonathan Evans 06/30/2025 Yes None
Debbie Tryforos 06/30/2026 No None

Civil Service Commission Attendance
First Name Last Name Term Ending
Elig. for
Reappoint. at
end of term
Regular Meeting Absences
2022/2023
Willie D. Brown, Jr. 06/30/2023 No 04/11/2023 - Unexcused 02/13/2023 - Unexcused
Carolyn G. McAllister 06/30/2023 No None
Tahir J. Naim 06/30/2024 Yes 12/12/2022 - Unexcused
VACANT 06/30/2025
Franklin J. Felizardo 06/30/2026 No 9/12/2022 - Unexcused

Cultural Commission Attendance
First Name Last Name Term Ending
Elig. for
Reappoint. at
end of term
Regular Meeting Absences
2022/2023
Debra Von Huene 06/30/2023 Yes 12/2022 – Unexcused
Siddarth Sundaram 06/30/2023 Yes 11/2022 – Unexcused
02/2023 – Unexcused
Candida A. Diaz 06/30/2024 Yes None
Paul McNamara 06/30/2024 Yes 08/2022 – Unexcused
12/2022 – Unexcused
Jonathan Marinaro 06/30/2025 Yes 05/2022 – Unexcused
06/2022 – Unexcused
12/2022 – Unexcused
02/2023 – Unexcused
VACANT 06/30/2025
Louis Samara 06/30/2026 No None

Historical and Landmarks Commission Attendance
First Name Last Name Term Ending
Elig. for
Reappoint. at
end of term
Regular Meeting
Absences 2022/2023
Patricia Leung 06/30/2023 Yes 03/03/2022 – Excused
Vacant 06/30/2023
Kathleen Romano 06/30/2025 Yes 10/06/2022 – Excused
Amy Kirby 06/30/2025 Yes None
Ed Stocks 06/30/2025 Yes None
Michael Celso 06/30/2026 No 01/06/2023 – Excused
02/03/2023 – Excused
Ana Vargas-Smith 06/30/2026 No 05/05/2022 – Excused

Parks and Recreation Commission Attendance
First Name Last Name Term Ending
Elig. for
Reappoint. at
end of term
Regular Meeting
Absences 2022/2023
Burt Field 06/30/2023 Yes 03/2022 – Excused
06/2022 – Excused
01/2023 – Excused
Eversley Forte 06/30/2023 Yes None
Dana Caldwell 06/30/2024 Yes 02/2022 – Excused
03/2022 – Excused
Kelly Cox 06/30/2024 Yes 04/2022 – Excused
11/2022 – Excused
Saji Hai 06/30/2025 Yes 05/2022 – Excused
06/2022 – Excused
Maureen Riley Chu 06/30/2026 Yes 09/2022 – Excused
Brittany Ricketts 06/30/2026 Yes 01/2023 – Excused

Planning Commission Attendance
First Name Last Name Term Ending
Elig. for
Reappoint. at
end of term
Regular Meeting
Absences 2022/2023
Yashraj Bhatnagar 06/30/2023 Yes 05/25/2022 – Excused
08/03/2022 – Excused
Priya Cherukuru 06/30/2023 Yes 02/16/2022 – Excused
04/13/2022 – Excused
05/11/2022 – Excused
08/03/2022 – Excused
12/07/2022 – Excused
VACANT 06/30/2024
Lance Saleme (VC) 06/30/2024 Yes None
Qian Huang 06/30/2025 Yes None
Nancy A Biagini 06/30/2026 Yes 10/26/2022 - Excused
Mario Bouza 06/30/2026 Yes None

Senior Advisory Commission Attendance
First Name Last Name Term Ending
Elig. for
Reappoint. at
end of term
Regular Meeting
Absences 2022/2023
Rick Andrews 06/30/2023 Yes None
Nancy Toledo 06/30/2023 No None
Judy Hubbard 06/30/2024 Yes 3/2022 – Excused
Grant L. McCauley 06/30/2024 No 2/2022 – Excused
Tom Freitas 06/30/2025 Yes None
Helen E. Narciso 06/30/2025 Yes 5/2022 – Excused
Veena Sterling 06/30/2025 Yes 11/2022 – Unexcused
Edmund Drozak 06/30/2026 Yes None

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-667 Agenda Date: 5/23/2023

REPORT TO COUNCIL

SUBJECT
Action to Declare Upcoming Bicycle and Pedestrian Advisory Committee Vacancies and Setting Dates for Recruitment and Interviews

COUNCIL PILLAR
Enhance Community Engagement and Transparency

BACKGROUND
Board, Commission and Committee members are generally appointed to a four-year term (full term) and may serve a maximum of two consecutive full terms. If an individual is appointed to fill a partial term, he or she may serve an additional two full terms. Full terms are effective July 1 st of the
appointing year and expire on June 30th of the fourth year.

DISCUSSION
At the March 22, 2022 Council meeting, the City Council adopted Ordinance 2043 which modified and established the procedure in which the Bicycle and Pedestrian Advisory Committee (BPAC) membership is appointed. The Committee membership was formerly appointed by the BPAC Committee members, upon final adoption of Ordinance 2043 the procedure has changed to follow the same recruitment/appointment process that the City Clerk’s Office has for all the City Board, Commission, and Committees with the exception that BPAC applicants may either live or work in the City to be eligible to serve. Thus, staff is requesting that that Council declare the 3 upcoming vacancies, which are set to become vacant on June 30, 2023, and set the dates for recruitment, interviews by the City Council for appointment of 3 new committee members per Ordinance 2043.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(a) as it has no potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment.

FISCAL IMPACT
There is no additional cost to the City other than administrative staff time and expense.

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 City of Santa Clara Printed on 5/18/2023Page 1 of 2
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23-667 Agenda Date: 5/23/2023
Office at (408) 615-2220, email [email protected] <mailto:[email protected]>.

RECOMMENDATION

1. Declare three (3) vacancies for the BPAC effective June 30, 2023;

2. Open recruitment for such three (3) vacancies on May 24, 2023 for a four-year term expiring June 30, 2027;

3. Set the application deadline on June 26, 2023 at 5:00 p.m.; and

4. Set interviews on or around July 17, 2023.

Reviewed by: Nora Pimentel, Assistant City Clerk
Approved by: Jōvan D. Grogan, City Manager

ATTACHMENT
Ordinance 2043
City of Santa Clara Printed on 5/18/2023Page 2 of 2
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ORDINANCE NO. 2043

AN ORDINANCE OF THE CITY OF SANTA CLARA,

CALIFORNIA, DEFINING THE COMPOSITION OF THE

MEMBERSHIP OF THE BICYCLE AND PEDESTRIAN

ADVISORY COMMITTEE AND THE SCOPE OF THE

BICYCLE AND PEDESTRIAN ADVISORY COMMITTEE'S
JURISDICTION, ADDING A NEW SECTION 2.120.170
("BICYCLE AND PEDESTRIAN ADVISORY COMMITTEE")
AND AMENDING SECTION 2.120.010 ("NAMES,

MEMBERSHIP, QUALIFICATIONS, AND TERMS OF
OFFICE") OF CHAPTER 2.120 ("BOARDS AND
COMMISSIONS") OF TITLE 2 ("ADMINISTRATION AND
PERSONNEL") OF "THE CODE OF THE CITY OF SANTA
CLARA, CALIFORNIA"
BE IT ORDAINED BY THE CITY OF SANTA CLARA AS FOLLOWS:

WHEREAS, at the May 22, 1991 City Council meeting, the Council approved a Citizens Committee on Bicycles known as the Bicycle Advisory Committee; WHEREAS, at the February 28, 2006 City Council meeting, the Council approved a Policy Statement for the Bicycle Advisory Committee;
WHEREAS, at the March 4, 2014 City Council meeting, the Council approved to change the Committee to the Bicycle and Pedestrian Advisory Committee (BPAC) and related policy guidelines;
WHEREAS, at the September 14, 2020 Governance and Ethics Committee meeting, the Committee directed staff to bring back a recommendation on formalizing the BPAC that reflects the input of both the Committee and BPAC members; WHEREAS, at the January 25, 2021 BPAC meeting, the Committee discussed the responsibilities and unanimously voted in support of amending the City Code to formalize the BPAC;
II
Ordinance/Formalization of Bicycle and Pedestrian Advisory Committee Rev: 09/2019

WHEREAS, at the March 29, 2021 Governance and Ethics Committee meeting, the Committee recommended that the City Council consider an Ordinance that clearly sets forth the composition of the membership of the BPAC and the scope of the BPAC's jurisdiction; and,
WHEREAS, at the December 14, 2021 City Council meeting, the Council directed staff to bring back an Ordinance and revised policy guidelines that clearly sets forth the composition of the membership of the BPAC and the scope of the BPAC's jurisdiction.

NOW THEREFORE, BE IT FURTHER ORDAINED BY THE CITY OF SANTA CLARA AS FOLLOWS:

SECTION 1: The Bicycle and Pedestrian Advisory Committee shall consist of nine (9) members until July 1, 2025. Eight (8) members shall not hold any paid or employment in the City Government and one member is a Council Member serving as Chair. All members of the Bicycle and Pedestrian Advisory Committee shall be 18 years of age or older and residents of, or employed within, the City. The Bicycle and Pedestrian Advisory Committee shall have the following powers, functions, and duties:
(a) Act in an advisory capacity to Council on matters pertaining to modifying, expanding, . and maintaining the City's public bicycle and pedestrian transportation systems.
(b) Recommend to Council on the priority of bicycle and pedestrian projects for which the City will seek funding under Article 3 of the Transportation Development Act, and other state, federal, and local funding programs.
(c) Review and advise Council on comprehensive bicycle and pedestrian master plans.

Ordinance/Formalization of Bicycle and Pedestrian Advisory Committee Rev: 09/2019

(d) Recommend complete streets features be incorporated into relevant transportation projects consistent with the City's Complete Streets policy. (e) Support educational, encouragement, recreational, and cultural activities for bicyclists and pedestrians.

This section shall remain in effect only until July 1, 2025, and as of that date is repealed.

SECTION 2: Changes to the structure of the Bicycle and Pedestrian Advisory Committee membership shall be phased in as follows to achieve seven (7) members by July 1, 2025:
(a) Three (3) members appointed in December of 2019 shall have a term of office expiring on June 30, 2023. Said three (3) vacancies shall be filled by Council appointment.
(b) Two (2) members appointed in December of 2020 will have a term of office expiring on June 30, 2024. Said (2) vacancies shall be filled by Council appointment. (c) Three (3) members appointed in December of 2021 will have a term of office expiring on June 30, 2025. Of the three (3) member positions only two (2) shall be filled by Council appointment.
( d) Any vacancies from whatever cause arising, shall be filled by appointment of the City Council. Such vacancy shall be for the unexpired portion of a term.

This section shall remain in effect only until July 1, 2025, and as of that date is repealed.

SECTION 3: Section 2.120.010 (entitled "Names, membership, qualifications and terms of office") of Chapter 2.120 (entitled "Boards and Commissions") of Title 2 (entitled "Administration and Personnel") of "The Code of the City of Santa Clara, California" ("SCCC") is amended to read as follows:

II
Ordinance/Formalization of Bicycle and Pedestrian Advisory Committee Rev: 09/2019

"2.120.010 Names, membership, qualifications and terms of office.

There shall be and there is established within the City the following boards, commissions, and committees:
(a) Planning Commission. (SCCC 2.120.050)
(b) Parks and Recreation Commission. (SCCC 2.120.060)
(c) Civil Service Commission. (SCCC 2.120.070)
(d) Board of Library Trustees. (SCCC 2.120.080)
(e) Historical and Landmarks Commission. (SCCC 2.120.100) (f) Senior Advisory Commission. (SCCC 2.120.110)
(g) Youth Commission. (SCCC 2.120.130)
(h) Cultural Commission. (SCCC 2.120.140)
(i) International Exchange Commission. (SCCC 2.120.150) U) Housing Commission. (SCCC 2.120.160)
(k) Bicycle and Pedestrian Advisory Committee. (SCCC 2.120.170) All members of boards, commissions, and committees, except for members of the Youth Commission and Bicycle and Pedestrian Advisory Committee, shall be 18 years of age or older and residents of the City. All members of boards and commissions established by City Charter (i.e., Planning Commission, Parks and Recreation Commission, Civil Service Commission and Board of Library Trustees) shall also be qualified electors of the City.

SECTION 4: Section 2.120.170 is added to Chapter 2.120 (entitled "Boards and Commissions") of Title 2 (entitled "Administration and Personnel") of "The Code of the City of Santa Clara, California" to read as follows:

Ordinance/Formalization of Bicycle and Pedestrian Advisory Committee Rev: 09/2019

"2.120.170 Bicycle and Pedestrian Advisory Committee.

The Bicycle and Pedestrian Advisory Committee shall consist of seven (7) members.

Members shall not hold any paid office or employment in the City. All members of the Bicycle and Pedestrian Advisory Committee shall be 18 years of age or older and residents of, or employed within, the City. The Bicycle and Pedestrian Advisory Committee shall have the following powers, functions, and duties:
(a) Act in an advisory capacity to Council on matters pertaining to modifying, expanding, and maintaining the City's public bicycle and pedestrian transportation systems.
(b) Recommend to Council on the priority of bicycle and pedestrian projects for which the City will seek funding under Article 3 of the Transportation Development Act, and other state, federal, and local funding programs.
(c) Review and advise Council on comprehensive bicycle and pedestrian master plans.
(d) Recommend complete streets features be incorporated into relevant transportation projects consistent with the City's Complete Streets policy. (e) Support educational, encouragement, recreational, and cultural activities for bicyclists and pedestrians.

Effective Date: The ordinance codified in this Section 2.120.170 shall take effect on July 1, 2025."
SECTION 5: Ordinances Repealed. With exception of the provisions protected by the savings clause, all ordinances (or parts of ordinances) in conflict with or inconsistent with this ordinance are hereby repealed.

Ordinance/Formalization of Bicycle and Pedestrian Advisory Committee Rev: 09/2019

SECTION 6: Savings clause. The changes provided for in this ordinance shall not affect any offense or act committed or done or any penalty or forfeiture incurred or any right established or accruing before the effective date of this ordinance; nor shall it affect any prosecution, suit or proceeding pending or any judgment rendered prior to the effective date of this ordinance. All fee schedules shall remain in force until superseded by the fee schedules adopted by the City Council.

SECTION 7: Effective date. This ordinance shall take effect thirty (30) days after its final adoption; however, prior to its final adoption it shall be published in accordance with the requirements of Section 808 and 812 of "The Charter of the City of Santa Clara, California."
PASSED FOR THE PURPOSE OF PUBLICATION this 22nd day of March, 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAINED:

II
II
II
II
II
COUNCILORS:

COUNCILORS:

COUNCILORS:

COUNCILORS:

Becker, Chahal, Hardy, Jain, Park, and Watanabe,
and Mayor Gillmor
None
None
None
ATTEST:

ASSISTANT CITY CLERK

CITY OF SANTA CLARA
Ordinance/Formalization of Bicycle and Pedestrian Advisory Committee Rev: 09/2019

FINALLY PASSED AND ADOPT ED BY THE CITY COUNCIL OF THE CITY OF SANTA CLARA this 5TH day of APRIL, 2022 , by the following vote:

AYES : COUNCILORS :

NOES: COUNCILORS :

ABSENT: COUNCILORS :

ABSTAINED : COUNCILORS :

Becker, Chahal, Hardy, Jain, Park, and Watanabe
and Mayor Gillmor
None
None
None
ATTEST:

NORA PIMENTEL, C

ASSISTANT CITY CLERK

CITY OF SANTA CLARA
Attachments incorporated by reference: None
Ordinance/Formalization of Bicycle and Pedestrian Advisory Committee Rev: 09/2019

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-686 Agenda Date: 5/23/2023

REPORT TO COUNCIL

SUBJECT
Action to Waive Second Reading and Adopt Ordinance No. 2061 amending Zoning Code Section

18.60.050 to Permit Fuel Cells and Photovoltaic Panels as an Allowable Use without Need for a Use Permit, as well as Require Other Electric Power Plants to Adhere to State of California Emissions Requirements in MP - Planned Industrial, ML - Light Industrial, MH - Heavy Industrial, B - Public, Quasi-Public, and Public Park or Recreation, and PD - Planned Development Zoning Districts

BACKGROUND
At the May 9, 2023 Council meeting, proposed Ordinance No. 2061 was passed for the purpose of publication (see attached RTC 23-566 from May 9, 2023 Council meeting). Pursuant to City Charter Sections 808 and 812, a summary of proposed Ordinance No. 2061 was published to the Santa Clara Weekly on May 17, 2023, and copies were posted in three public places.

DISCUSSION
Section 18.60.050 of the Zoning Code identifies an “electric power plant” as a potentially permitted use, subject to the approval of a Conditional Use Permit (CUP), in several zoning districts. Under the current code, photovoltaic panels and fuel cells meet the definition of “electric power plant” and are subject to the CUP requirement, which is a discretionary action requiring CEQA clearance.

Proposed Ordinance No. 2061 would modify Section 18.60.050 to exempt fuel cells and photovoltaic panels from the CUP requirement. This would satisfy an obligation of a settlement agreement with Bloom Energy, Inc., executed on April 21, 2023, pursuant to which Bloom committed to utilizing specific percentages of renewable fuels in its fuel cells, or to purchase offsets, in exchange for the City’ s commitment to consider this ordinance.

The proposed ordinance would streamline the process for constructing fuel cell and photovoltaic panels, allowing them to be permitted in specific zoning districts without the need to obtain a Use Permit. As a ministerial approval, applications to install fuel cells would no longer need to obtain CEQA clearance prior to installation.

In addition to the provisions regarding fuel cells and photovoltaics, consistent with City Council priorities and State of California emissions requirements, the proposed ordinance would also impose a new renewable energy requirement on other new power plants. The ordinance would also authorize power plants to be constructed in Planned Development (PD) zoning districts, which previously were not expressly listed in Section 18.60.050.

ENVIRONMENTAL REVIEW
The proposed Zoning Code Amendment is covered by the “common sense” exemption, CEQA Guidelines Section 15061(b)(3), in that CEQA applies only to projects which have the potential for City of Santa Clara Printed on 5/18/2023Page 1 of 2
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23-686 Agenda Date: 5/23/2023
causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA.

The proposed Zoning Code amendment will not have the potential to cause a significant effect on the environment in that it will streamline the City’s review of fuel cells, which per the agreement with Bloom Energy, will include ongoing documentation to the City proving that the installed fuel cells meet certain emission limitations. With those standards in place, the emissions from the Bloom fuel cells will not be significantly different than the emissions generated by Silicon Valley Power. The ordinance would also streamline the review of photovoltaics, which are already exempt from CEQA through a statutory exemption, Pub. Res. Code § 21080.35. The amendment will also reduce emissions from other technologies that meet the definition of electric power plant by requiring them to adhere to the state of California emissions requirements.

FISCAL IMPACT
There is no additional cost to the City other than administrative staff time and expense.

COORDINATION
This report was coordinated with the City Attorney’s Office, City Manager’s Office, Community Development Department, and Silicon Valley Power.

PUBLIC CONTACT
A summary of proposed Ordinance No. 2061 was published to the Santa Clara Weekly on May 17, 2023, and copies were posted in three public places and made available for public inspection at the City Clerk’s Office.

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

RECOMMENDATION
Waive Second Reading and Adopt Ordinance No. 2061 amending Zoning Code Section 18.60.050 to Permit Fuel Cells and Photovoltaic Panels as an Allowable Use without Need for a Use Permit, as well as Require Other Electric Power Plants to Adhere to State of California Emissions Requirements in MP - Planned Industrial, ML - Light Industrial, MH - Heavy Industrial, B - Public, Quasi-Public, and Public Park or Recreation, and PD - Planned Development Zoning Districts Reviewed by: Glen Googins, City Attorney
Approved by: Jōvan Grogan, City Manager

ATTACHMENTS

1. RTC 23-556 from May 9, 2023 Council Meeting

2. Ordinance No. 2061 (Intro)
City of Santa Clara Printed on 5/18/2023Page 2 of 2
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-556 Agenda Date: 5/9/2023

REPORT TO COUNCIL

SUBJECT
Public Hearing: Waive First Reading and take Action on the Introduction of an Ordinance to Amend Zoning Code Section 18.60.050 to Permit Fuel Cells and Photovoltaic Panels as an Allowable Use without Need for a Use Permit, as well as Require Other Electric Power Plants to Adhere to State of California Emissions Requirements in MP - Planned Industrial, ML - Light Industrial, MH - Heavy Industrial, B - Public, Quasi-Public, and Public Park or Recreation, and PD - Planned Development Zoning Districts

COUNCIL PILLAR
Promote and Enhance Economic, Housing and Transportation Development

BACKGROUND
Title 18 of the City Code, referred to as the Zoning Code, establishes definitions and regulations for land uses within the City of Santa Clara.

Electric Power Plants are defined in section 18.06.010 of the Zoning Code as: “all equipment, fixtures, and personal property operated or maintained in connection with the production of electricity using any source of thermal, steam, wind, or solar energy with a generating capacity of more than five hundred (500) kilowatts and less than fifty (50) megawatts, including all conduits, ducts, or other devices, materials, apparatus, or property used or to be used for the transmission of the electricity so produced.”
Section 18.60.50 of the Zoning Code identifies electric power plants as a potentially permitted use, subject to the obtainment of a Use Permit, in the following zoning districts MP - Planned Industrial, ML - Light Industrial, MH - Heavy Industrial, and B - Public, Quasi-Public, and Public Park or Recreation.

Photovoltaic panels and fuel cells with a larger capacity for electricity production meet the Zoning Code definition of electric power plant and thus are subject to the requirement of obtaining a Conditional Use Permit (CUP) in accordance with Zoning Code Section 18.60.050. A CUP is a discretionary action requiring CEQA clearance.

Most recently the Planning Commission approved a CUP for photovoltaic panels on August 24, 2022 (PLN2022-00189) to allow photovoltaic panels that will generate 1,388kW at Santa Clara University, and the Commission approved the use of a statutory exemption to CEQA for solar energy projects.

For fuel cells, the Planning Commission has yet to review any CUP applications, but three applications are currently pending with the City.

Bloom Energy, Inc. is a manufacturer of fuel cells which utilize methane as part of their production process. In 2019, Bloom Energy filed a legal challenge to the imposition of a CUP, and the City of Santa Clara Printed on 5/5/2023Page 1 of 5
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23-556 Agenda Date: 5/9/2023
associated CEQA review required, for its proposed fuel cell projects at three locations in the City. On March 21, 2023, the City Council approved the terms for a settlement, pursuant to which Bloom would agree to utilize renewable energy sources and/or offsets in their operations of all pending and future Bloom fuel cell projects in Santa Clara, and the City would agree to introduce an ordinance removing the CUP requirement for fuel cells. A final version of the settlement agreement was executed on April 21, 2023. Although the City Council reserves its discretion to approve or disapprove the proposed ordinance, City Council approval of he language related to fuel cells in the proposed ordinance would satisfy a condition of this settlement agreement with Bloom.

The proposed ordinance would streamline the process for constructing fuel cell and photovoltaic panels, allowing them to be permitted in the referenced zoning districts without the need to obtain a Use Permit. As a ministerial approval, applications to install fuel cells would no longer need to obtain CEQA clearance prior to installation.

In addition to the provisions regarding fuel cells and photovoltaics, consistent with City Council priorities and State of California emissions requirements, the proposed ordinance, would also impose a new renewable energy requirement on new power plants. The ordinance would also expressly authorize power plants to be constructed in Planned Development (PD) zoning districts.

The Planning Commission staff report (Attachment # 2) provides an analysis of the areas of alignment with the proposed ordinance and the City’s Climate Action Plan, General Plan, and State law.

DISCUSSION
The proposed Zoning Code amendment would streamline the process for constructing fuel cell and photovoltaic panels, allowing them to be permitted in the referenced zoning districts without the need to obtain a Use Permit. As a ministerial approval, applications to install fuel cells would no longer need to obtain CEQA clearance prior to installation.

The proposed Zoning Code amendment would align the Code with State legislation recognizing that photovoltaic technology has been documented as a clean energy source. California Senate Bill (SB) 226 (2011) added Section 21080.35 to the Public Resources Code, establishing a statutory exemption to the California Environmental Quality Act (CEQA) for solar projects installed on existing building rooftops and in parking lots. To align with this information about emissions standards being met by both fuel cells and photovoltaics, the proposed Zoning Code Amendment would permit these uses without the need to obtain a Use Permit from the City.

For other power generation technologies that meet the City’s definition of an Electric Power Plant, the proposed Zoning Code amendment would maintain the City’s current requirement to obtain a Use Permit. However, consistent with City Council priorities, the proposed ordinance would also impose a new renewable energy requirement on such new power plants to adhere to state of California emissions requirements. The ordinance would also expressly authorize power plants to be constructed in Planned Development (PD) zoning districts.

The proposed amendment to the Zoning Code is consistent with the City’s Climate Action Plan’s interim target to achieve an 80% reduction in emissions by 2035 and net carbon neutrality by 2045 and General Plan policy 5.10.3-P1 “Promote the use of renewable energy resources, conservation and recycling programs,” in that the Zoning Code amendment would allow for an expedited City City of Santa Clara Printed on 5/5/2023Page 2 of 5
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23-556 Agenda Date: 5/9/2023
review process to promote these uses by the removal of the need to obtain a Use Permit for photovoltaics, which are renewable energy production technologies. With the commitment to utilize renewable fuel and offsets, Bloom’s fuel cells would also be carbon neutral by 2045 and reach interim targets starting in 2025.

The Planning Commission heard the proposed ordinance at the April 12, 2023 meeting.

Members of the Planning Commission asked clarifying questions regarding fuel cell technology and Silicon Valley Power and Community Development staff provided responses.

Chair Cherukuru commented that while GHG emissions will be reduced based on the new proposed requirements in the Zoning Code Amendment, making fuel cells a permitted use would also remove the requirement for complete CEQA review. Chair Cherukuru commented that without CEQA review, other subject areas required to be analyzed as part of CEQA, such as Cultural Resources, Biological Resources, and Noise, would not be evaluated. The Commission then discussed at length the implications of the removal of CEQA review for fuel cell projects.

Members of the Commission discussed making recommendations to change the proposed ordinance in order to share with the City Council their concerns that removing the Use Permit process for fuel cells could be a “slippery slope”. Assistant City Attorney Abbe advised that the terms of the settlement were specific to the draft ordinance and the Commission could either recommend denial of the proposed ordinance or approve it and make a second motion to share additional thoughts with the City Council.

The Planning Commission then voted to recommend that the City Council adopt the proposed ordinance (4-1-1). The Planning Commission then made a second motion for a recommendation that the City Council require the evaluation of other environmental resources to confirm that staff will be able to validate and mitigate any potential impacts resulting from a fuel cell project, including review of biological resources, green house gas emissions, aesthetics, land use, cultural resources, hazards and hazardous materials, and mineral resources, tribal cultural resources, air quality, geology, noise, and recreational and utility services. The second motion passed unanimously (5-0-1).

City staff recommend introducing the ordinance as drafted. Regarding the Planning Commission’s second motion, the City does not conduct environmental review for facilities that require only building permits or other ministerial approvals, which is consistent with CEQA’s requirements. City staff does not recommend that a review be done in this instance.

The resource areas cited in the Planning Commission’s motion are unlikely to present any significant impacts in the context of fuel cell installations. Fuel cells are typically installed to provide power to existing commercial or industrial facilities. Because they do not change or alter the existing uses at a site, fuel cells would not have any land use and planning, recreation, or utility and service system impacts. Construction of fuel cells also involves minimal or no soil excavation or disturbance, thereby avoiding any potential impacts to biological resources, cultural and tribal resources, geology, hydrology, or mineral resources. Fuel cells have only minimal aesthetic impacts, as they are contained in small modular crates that are interwoven into the existing built environment.

With regard to air quality and greenhouse gases, although they will utilize methane for a period of years, the fuel cells still emit lower emissions and have a similar/potential lower level of greenhouse City of Santa Clara Printed on 5/5/2023Page 3 of 5
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23-556 Agenda Date: 5/9/2023
gas efficiency as other, natural gas power sources. Bloom’s fuel cell technology has been certified by the California Air Resources Board’s (CARB) Distributed Generation Certification Program and all fuel cells operating in California need to obtain CARB certification, which is based on testing using CARB- and USEPA-approved methodologies. This testing confirms that the emissions from fuel cells are lower than the applicable limits for air pollutants of concern. In light of that CARB certification, local air districts - including the Bay Area Air Quality Management District (BAAQMD) - have exempted CARB certified fuel cells from air quality permitting requirements. Bloom’s fuel cells can also be converted to use renewable fuels - such as biomethane or renewable hydrogen. The settlement agreement obligates Bloom to utilize such renewable fuels, or purchase offsets, according to a schedule that will require the fuel cells to be fully carbon-neutral by 2045.

Bloom fuel cells have been installed and operating in the City since 2015. There are currently 5 fuel cell installations in Santa Clara; all were constructed pursuant to building permits and thus no CEQA review was required. To date, the City has not received any complaints of any environmental or other adverse impacts from the existing fuel cells.

ENVIRONMENTAL REVIEW
The proposed Zoning Code Amendment is covered by the common sense exemption 15061(b)(3) that CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA.

The proposed Zoning Code amendment will not have the potential to cause a significant effect on the environment in that it will streamline the City’s review of fuel cells, which per the agreement with Bloom Energy, will include ongoing documentation to the City proving that the installed fuel cells meet certain emission limitations. With those standards in place, the emissions from the Bloom fuel cells will not be significantly different than the emissions generated by Silicon Valley Power. The ordinance would also streamline the review of photovoltaics, which are already deemed to be exempt from CEQA through a statutory exemption, Pub. Res. Code § 21080.35. The amendment will also reduce emissions from other technologies that meet the definition of electric power plant by requiring them to adhere to the state of California emissions requirements.

FISCAL IMPACT
There is no additional cost to the City other than administrative staff time and expense.

COORDINATION
This report was coordinated with the City Attorney’s Office and City Manager’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
City of Santa Clara Printed on 5/5/2023Page 4 of 5
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23-556 Agenda Date: 5/9/2023
Waive First Reading and Introduce an Ordinance to Amend Zoning Code Section 18.60.050 to Permit Fuel Cells and Photovoltaic Panels as an Allowable Use without Need for a Use Permit, as well as Require Other Electric Power Plants to Adhere to State of California Emissions Requirements in MP - Planned Industrial, ML - Light Industrial, MH - Heavy Industrial, B - Public, Quasi-Public, and Public Park or Recreation, and PD - Planned Development Zoning Districts Reviewed by: Andrew Crabtree Director, Community Development Approved by: Jōvan D. Grogan, City Manager

ATTACHMENTS

1. Draft Ordinance

2. Planning Commission Staff Report
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Rev:3-24-2023
ORDINANCE NO. _____

AN ORDINANCE OF THE CITY OF SANTA CLARA,
CALIFORNIA, AMENDING SECTION 18.60.050
(“ELECTRIC POWER PLANTS AND WATER WELLS”) OF
CHAPTER 1 8.60.50 (“SPECIAL USE REGULATIONS
APPLICABLE TO CERTAIN ZONI NG DISTRICTS ”), OF
TITLE 18 (“ZONING”) OF “THE CODE OF THE CITY OF
SANTA CLARA, CALIFORNIA,” RELATED TO ELECTRIC
POWER PLANTS.

BE IT ORDAINED BY THE CITY OF SANTA CLARA AS FOLLOWS:

SECTION 1:

Section 18.60.050 (“Electric Power Plants and Water Wells”) of Chapter

18.60 (“Special Use Regulations Applicable To Certain Zoning Districts”), Of Title 18 (“Zoning”) of “The Code Of The City Of Santa Clara, California,” is hereby amended to read as follows:
“18.60.050 Electric power plants and water wells.
(a
) The construction or operation of electric power plants, or the drilling, construction, or operation of water wells, is permitted only in the MP, ML, MH, PD, or B zoning districts. Water wells and electric power plants (excluding fuel cells and photovoltaic panels), shall first secure a use permit in each case as provided in Chapter 18.110 SCCC.
(b) All power plants, except fuel cells, shall not exceed state of California emissions requirements. Emissions requirements can be met in whole or in part by purchasing renewable energy credits, or offsets that meet CARB requirements. (c) For purposes of this section, “fuel cells” means all equipment, fixtures, and personal property operated or maintained in connection with a direct energy conversion device that converts chemical energy into electrical energy, or vice versa, using an electrochemical reaction.

Rev:3-24-2023
(d) For purposes of this section, “state of California emissions requirements” shall mean the requirements applicable to retail sales of electricity to California end- use customers under Public Utilities Code Section 454.53, subdivision (a), and the interim targets established by the California Energy Commission (CEC) under Public Utilities Code Section 399.15, subdivision (b), pursuant to the Renewable Portfolios Standard (RPS) Program, as set forth below. Should these targets be amended by legislation or regulatory changes to be more stringent, the more stringent requirements shall be applicable under this section. a. 44 percent by December 31, 2024
b. 52 percent by December 31, 2027
c. 60 percent by December 31, 2030
d. 90 percent by December 31, 2035
e. 95 percent by December 31, 2040
f. 100 percent by December 31, 2045
//

//

//

//

Rev:3-24-2023
//

SECTION 2. E
ffective date. This ordinance shall take effect thirty (30) days after its final adoption; however, prior to its final adoption it shall be published in accordance with the requirements of Section 808 and 812 of “The Charter of the City of Santa Clara, California.”
PASSED FOR THE PURPOSE OF PUBLICATION this
_____ day of _________, 2023,
by the following vote:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST:
___________________________

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA

Attachments incorporated by reference: None

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-454 Agenda Date: 4/12/2023

REPORT TO PLANNING COMMISSION

SUBJECT
Public Hearing: Action on Amendment of Zoning Code Section 18.60.050 to Permit Fuel Cells and Photovoltaic Panels as an Allowable Use without Need for a Use Permit, as well as Require Other Electric Power Plants to Adhere to State of California Emissions Requirements in MP - Planned Industrial, ML - Light Industrial, MH - Heavy Industrial, B - Public, Quasi-Public, and Public Park or Recreation, and PD - Planned Development Zoning Districts.

BACKGROUND
Title 18 of the City Code, referred to as the Zoning Code, establishes definitions and regulations for land uses within the City of Santa Clara.

Electric Power Plants are defined in section 18.06.010 of the Zoning Code as: “all equipment, fixtures, and personal property operated or maintained in connection with the production of electricity using any source of thermal, steam, wind, or solar energy with a generating capacity of more than five hundred (500) kilowatts and less than fifty (50) megawatts, including all conduits, ducts, or other devices, materials, apparatus, or property used or to be used for the transmission of the electricity so produced.”
Section 18.60.50 of the Zoning Code identifies electric power plants as a potentially permitted use, subject to the obtainment of a Use Permit, in the following zoning districts MP - Planned Industrial, ML - Light Industrial, MH - Heavy Industrial, and B - Public, Quasi-Public, and Public Park or Recreation.

Photovoltaic panels and fuel cells with a larger capacity for electricity production meet the Zoning Code definition of electric power plant and thus are subject to the requirement of obtaining a Use Permit (CUP) in accordance with Zoning Code Section 18.60.050. A CUP is a discretionary action requiring CEQA clearance. The Planning Commission recently approved a CUP for photovoltaic panels on August 24, 2022 (PLN2022-00189) to allow photovoltaic panels that will generate 1,388kW at Santa Clara University, and the Commission approved the use of a statutory exemption to CEQA for solar energy projects. For fuel cells, the Planning Commission has yet to review any CUP applications, but three applications are currently pending with the City.

Bloom Energy, Inc. is a manufacturer of fuel cells which utilize methane as part of their production process. In 2019, Bloom Energy filed a legal challenge to the imposition of a CUP and the associated CEQA review required for its proposed fuel cell projects at 3 locations in the City. That litigation is still pending, but the parties recently engaged in productive settlement negotiations, and on March 21, 2023, the City Council approved a tentative settlement, pursuant to which Bloom would agree to utilize renewable energy sources and/or offsets, and the City would agree to introduce an ordinance removing the CUP requirement for fuel cells. The language related to fuel cells in the proposed ordinance is in satisfaction of this settlement agreement.

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23-454 Agenda Date: 4/12/2023

DISCUSSION
The proposed Zoning Code amendment would streamline the process for constructing fuel cell and photovoltaic panels, allowing them to be permitted in the referenced zoning districts without the need to obtain a Use Permit. As a ministerial approval, applications to install fuel cells would no longer need to obtain CEQA clearance prior to installation.

The proposed Zoning Code amendment would align the Code with State legislation recognizing that photovoltaic technology has been documented as a clean energy source. California Senate Bill (SB) 226 (2011) added Section 21080.35 to the Public Resources Code, establishing a statutory exemption to the California Environmental Quality Act (CEQA) for solar projects installed on existing building rooftops and in parking lots. To align with this information about emissions standards being met by both fuel cells and photovoltaics, the proposed Zoning Code Amendment would permit these uses without the need to obtain a Use Permit from the City.

For other power generation technologies that meet the City’s definition of an Electric Power Plant, the proposed Zoning Code amendment would maintain the City’s current requirement to obtain a Use Permit. However, consistent with City Council priorities, the proposed ordinance would also impose a new renewable energy requirement on such new power plants to adhere to state of California emissions requirements. The ordinance would also expressly authorize power plants to be constructed in Planned Development (PD) zoning districts.

The Zoning Code is proposed to be amended as follows:

18.60.050 Electric power plants and water wells.
(a) The construction or operation of electric power plants, or the drilling, construction, or operation of water wells, is permitted only in the
MP, ML, MH, PD, or B zoning districts. Water wells and
electric power plants (excluding fuel cells and photovoltaic panels), and only after shall first secureing a use permit in each case as provided in Chapter 18.110 SCCC. (b) All power plants, except fuel cells, shall not exceed state of California emissions requirements.

Emissions requirements can be met in whole or in part by purchasing renewable energy credits, or offsets that meet CARB requirements.
(c) For purposes of this section, “fuel cells” means all equipment, fixtures, and personal property operated or maintained in connection with a direct energy conversion device that converts chemical energy into electrical energy, or vice versa, using an electrochemical reaction. (d) For purposes of this section, “state of California emissions requirements” shall mean the requirements applicable to retail sales of electricity to California end-use customers under Public Utilities Code Section 454.53, subdivision (a), and the interim targets established by the California Energy Commission (CEC) under Public Utilities Code Section 399.15, subdivision (b), pursuant to the Renewable Portfolios Standard (RPS) Program, as set forth below. Should these targets be amended by legislation or regulatory changes to be more stringent, the more stringent requirements shall be applicable under this section.

1. 44 percent by December 31, 2024

2. 52 percent by December 31, 2027

3. 60 percent by December 31, 2030

4. 90 percent by December 31, 2035

5. 95 percent by December 31, 2040

6. 100 percent by December 31, 2045
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23-454 Agenda Date: 4/12/2023
The proposed amendment to the Zoning Code is consistent with the City’s Climate Action Plan’s interim target to achieve an 80% reduction in emissions by 2035 and net carbon neutrality by 2045 and General Plan policy 5.10.3-P1 “Promote the use of renewable energy resources, conservation and recycling programs,” in that the Zoning Code amendment would allow for an expedited City review process to promote these uses by the removal of the need to obtain a Use Permit for photovoltaics, which are renewable energy production technologies. With the commitment to utilize renewable fuel and offsets, Bloom’s fuel cells would also be carbon neutral by 2045 and reach interim targets starting in 2025.

As part of the above-mentioned legal settlement agreement, Bloom Energy shall provide ongoing reports to the City of evidence of fuel cells adhering to emissions standards set forth in the agreement.

Note that although they are also referenced in Section 18.60.050, there are no proposed changes regarding water wells and drilling, construction, or operation and these uses will also continue to be subject to a Use Permit.

ENVIRONMENTAL REVIEW
The proposed Zoning Code Amendment is covered by the common sense exemption 15061(b)(3) that CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. The proposed Zoning Code amendment will not have the potential to cause a significant effect on the environment in that it will streamline the City’s review of fuel cells, which per the agreement with Bloom Energy, will include ongoing documentation to the City proving that the installed fuel cells meet certain emission limitations. With those standards in place, the emissions from the Bloom fuel cells will not be significantly different than the emissions generated by Silicon Valley Power. The ordinance would also streamline the review of photovoltaics, which are already deemed to be exempt from CEQA through a statutory exemption, Pub. Res. Code § 21080.35. The amendment will also reduce emissions from other technologies that meet the definition of electric power plant by requiring them to adhere to the state of California emissions requirements.

FISCAL IMPACT
There is no additional cost to the City other than administrative staff time and expense.

COORDINATION
This report was coordinated with the City Attorney’s Office and City Manager’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.

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23-454 Agenda Date: 4/12/2023

ALTERNATIVES

1. Recommend that the City Council adopt the proposed Zoning Code Amendment to Section

18.60.50 to permit fuel cells and photovoltaic panels as an allowable use without need for a Use Permit as well as require other electric power plants to adhere to state of California emissions requirements in MP - Planned Industrial, ML - Light Industrial, MH - Heavy Industrial, B - Public, Quasi-Public, and Public Park or Recreation, and PD - Planned Development zoning districts.

2. Other Action taken by the Planning Commission.

RECOMMENDATION
Recommend that the City Council adopt the proposed Zoning Code Amendment to Section

18.60.050 to permit fuel cells and photovoltaic panels as an allowable use without need for a Use Permit as well as require other electric power plants to adhere to state of California emissions requirements in MP - Planned Industrial, ML - Light Industrial, MH - Heavy Industrial, B - Public, Quasi-Public, and Public Park or Recreation, and PD - Planned Development zoning districts.

Reviewed by: Andrew Crabtree, Director, Community Development Approved by: Office of the City Manager

ATTACHMENT

1. Ordinance
City of Santa Clara Printed on 4/6/2023Page 4 of 4
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Rev:3-24-2023
ORDINANCE NO. _____

AN ORDINANCE OF THE CITY OF SANTA CLARA,
CALIFORNIA, AMENDING SECTION 18.60.050
(“ELECTRIC POWER PLANTS AND WATER WELLS”) OF
CHAPTER 1 8.60.50 (“SPECIAL USE REGULATIONS
APPLICABLE TO CERTAI N ZONI NG DISTRICTS ”), OF
TITLE 18 (“ZONING”) OF “THE CODE OF THE CITY OF
SANTA CLARA, CALIFORNIA,” RELATED TO ELECTRIC
POWER PLANTS.

BE IT ORDAINED BY THE CITY OF SANTA CLARA AS FOLLOWS:

SECTION 1: Section 18.60.050 (“Electric Power Plants and Water Wells”) of Chapter 18.60 (“Special Use Regulations Applicable To Certain Zoning Districts”), Of Title 18 (“Zoning”) of “The Code Of The City Of Santa Clara, California,” is hereby amended to read as follows:
“18.60.050 Electric power plants and water wells.
(a) The construction or operation of electric power plants, or the drilling, construction, or operation of water wells, is permitted only in the MP, ML, MH, PD, or B zoning districts.

Water wells and electric power plants (excluding fuel cells and photovoltaic panels), shall first secure a use permit in each case as provided in Chapter 18.110 SCCC. (b) All power plants, except fuel cells, shall not exceed state of California emissions requirements. Emissions requirements can be met in whole or in part by purchasing renewable energy credits, or offsets that meet CARB requirements. (c) For purposes of this section, “fuel cells” means all equipment, fixtures, and personal property operated or maintained in connection with a direct energy conversion device that converts chemical energy into electrical energy, or vice versa, using an electrochemical reaction.
(d) For purposes of this section, “state of California emissions requirements” shall mean the requirements applicable to retail sales of electricity to California end-use customers under

Rev:3-24-2023
Public Utilities Code Section 454.53, subdivision (a), and the interim targets established by the California Energy Commission (CEC) under Public Utilities Code Section 399.15, subdivision (b), pursuant to the Renewable Portfolios Standard (RPS) Program, as set forth below. Should these targets be amended by legislation or regulatory changes to be more stringent, the more stringent requirements shall be applicable under this section. a. 44 percent by December 31, 2024
b. 52 percent by December 31, 2027
c. 60 percent by December 31, 2030
d. 90 percent by December 31, 2035
e. 95 percent by December 31, 2040
f. 100 percent by December 31, 2045
//

//

//

//

//

Rev:3-24-2023
SECTION 2. Effective d ate. This ordinance shall take effect thirty (30) days after its final adoption; however, prior to its final adoption it shall be published in accordance with the requirements of Section 808 and 812 of “The Charter of the City of Santa Clara, California.” PASSED FOR THE PURPOSE OF PUBLI CATION this _____ day of _________, 20 23, by the following vote:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST: ___________________________

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA

Attachments incorporated by reference: None

ORDINANCE NO. 2061

AN ORDINANCE OF THE CITY OF SANTA CLARA,
CALIFORNIA, AMENDING SECTION 18.60.050
("ELECTRIC POWER PLANTS AND WATER WELLS") OF
CHAPTER 18.60 ("SPECIAL USE REGULATIONS
APPLICABLE TO CERTAIN ZONING DISTRICTS"), OF
TITLE 18 ("ZONING") OF "THE CODE OF THE CITY OF
SANTA CLARA, CALIFORNIA," RELATED TO ELECTRIC
POWER PLANTS.

BE IT ORDAINED BY THE CITY OF SANTA CLARA AS FOLLOWS:

SECTION 1: Section 18.60.050 ("Electric Power Plants and Water Wells") of Chapter

18.60 ("Special Use Regulations Applicable To Certain Zoning Districts"), Of Title 18 ("Zoning") of "The Code Of The City Of Santa Clara, California," is hereby amended to read as follows:
"18.60.050 Electric power plants and water wells.
(a) The construction or operation of electric power plants, or the drilling, construction, or operation of water wells, is permitted only in the MP, ML, MH, PD, or B zoning districts. Water wells and electric power plants (excluding fuel cells and photovoltaic panels), shall first secure a use permit in each case as provided in Chapter 18.110 SCCC.
(b) All power plants, except fuel cells, shall not exceed state of California emissions requirements. Emissions requirements can be met in whole or in part by purchasing renewable energy credits, or offsets that meet GARB requirements. (c) For purposes of this section, "fuel cells" means all equipment, fixtures, and personal property operated or maintained in connection with a direct energy conversion device that converts chemical energy into electrical energy, or vice versa, using an electrochemical reaction.

Rev:3-24-2023
II
II
II
II
II
II
II
II
II
II
(d) For purposes of this section, "state of California emissions requirements" shall mean the requirements applicable to retail sales of electricity to California end­ use customers under Public Utilities Code Section 454.53, subdivision (a), and the interim targets established by the California Energy Commission (CEC) under Public Utilities Code Section 399.15, subdivision (b), pursuant to the Renewable Portfolios Standard (RPS) Program, as set forth below. Should these targets be amended by legislation or regulatory changes to be more stringent, the more stringent requirements shall be applicable under this section. a. 44 percent by December 31, 2024
b. 52 percent by December 31, 2027
C. 60 percent by December 31, 2030
d. 90 percent by December 31, 2035
e. 95 percent by December 31, 2040
f. 100 percent by December 31, 2045
Rev:3-24-2023
SECTION 2. Effective date. This ordinance shall take effect thirty (30) days after its final adoption; however, prior to its final adoption it shall be published in accordance with the requirements of Section 808 and 812 of "The Charter of the City of Santa Clara, California."
PASSED FOR THE PURPOSE OF PUBLICATION this 9TH day of May, 2023, by the following vote:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

Attachments incorporated by reference: None
Rev:3-24-2023
Becker, Chahal, Hardy, Jain, Park, and
Watanabe, and Mayor Gillmor
None
None
None
ATTEST:
~

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-491 Agenda Date: 5/23/2023

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on Stadium Authority Bills and Claims for the Month of March 2023

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

BACKGROUND
Disbursements made by the Stadium Authority are based on invoices submitted for payment. Prior to payment, staff reviews all disbursement documents to ensure that they are in compliance with the goods or services provided.

The Bills and Claims listing represents the cash disbursements required of normal and usual operations during the end of the fiscal year. Budget control is set by the Stadium Authority Board through the budget adoption process.

DISCUSSION
On March 27, 2019, the Stadium Authority Board directed staff to stop payment of any Stadium Authority invoices for goods or services unless there is substantial documentation of goods or services provided , which must be performed in compliance with applicable law, including the City Code. Since March 27, 2019, staff received direction to pay Stadium Authority invoices related to SBL sales and services, insurance, and utilities.

At its March 15, 2022, meeting, the Stadium Authority Board delegated authority to the Office of the Executive Director and Treasurer to approve budget amendments that move funds from the Legal Contingency to Shared Expenses upon adequate documentation for costs. Subsequent to that direction, Stadium Authority staff met with the Stadium Manager on April 12, 2022 to review documentation for shared expenses. Following meetings with the Stadium Manager, payments related to compensation that were reviewed and approved were included in the subsequent monthly payment.

Effective August 31, 2022, the Stadium Authority and Stadium Manager agreed to the timely payment of Shared Stadium Expenses and other budgeted expenses in accordance with the Annual Stadium Authority Budget, except for buffet expenses invoiced pursuant to Section 4.6.1 of the Stadium Lease. The Stadium Authority maintains the right to confirm and dispute submitted charges from the 2021-22 fiscal year and subsequent years during a fiscal-year-end reconciliation/true-up. This is primarily done to address any concerns regarding improper allocation, calculation, lack of support, or failure to comply with the applicable contracts or law, among other reasons. The Stadium Authority may raise such questions with respect to any charge at any time before a fiscal year-end City of Santa Clara Printed on 5/17/2023Page 1 of 3
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23-491 Agenda Date: 5/23/2023
reconciliation/true-up and the Stadium Manager must assess and respond to such questions in good faith.

Expenses paid in March 2023 include:
· Payments totaling $207,784.06 to the City of Santa Clara for the following:
o $200,207.53 for reimbursement of General and Administrative (G&A) City payroll costs (e.g.: Executive Director’s Office (City Manager’s Office), Counsel’s Office (City Attorney’s Office), and Treasurer’s Office (Finance Department)) o $7,576.53 for SCSA G&A Expenses in CSC01 BU
· Payments totaling $20,512,455.33 to Forty Niners SC Stadium Co, LLC for the following:
o $642,275.28 for CFD Advance Payment - Principal & Interest o $19,870,180.05 for Subordinated Loan Payment - Principal & Interest · Payments totaling $758,259.15 to Forty Niners Stadium Management Co, LLC for the following:
o $756,186.00 for March 2023 Stadium Manager Expenses
o $211.07 for CapEx Project - Security Screening Locations o $211.07 for CapEx Project - North East Lobby Security Desk Enhancements o $549.59 for CapEx Project - Stationary Electric Pressure Washers o $1,101.42 of legal notice publication costs for CapEx public works projects · Payment totaling $25,620.60 to Bear Fireproofing for CapEx Project - Stadium Insulation · Payment totaling $376,863.10 to Blue’s Roofing Co. for CapEx Project - General Areas / Coatings Main Deck
· Payment totaling $41,029.88 to EyeP Solutions, Inc for CapEx Project - Parking Lot Camera Upgrades
· Payments to Hanson Bridgett LLP for Legal Services (January - February 2023) · Payment totaling $4,863.99 to InTWO, Inc for FMS Monthly Services (February 2023) · Payment totaling $110,334.00 to KPMG LLP for SCSA FY2021-22 Audit · Payment totaling $1,128.00 to Santa Clara Weekly for Public Hearing Notice (FY2023-24 Budget)
· Payment totaling $4,134.75 to Wilson Ihrig for Stadium Noise Monitoring Services (February 2023)

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to section 15378(b)(4) of Title 14 of the California Code of Regulations 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 fiscal impact to the Stadium Authority is itemized above.

COORDINATION
This report has been coordinated with the Stadium Authority Counsel’s Office.

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board City of Santa Clara Printed on 5/17/2023Page 2 of 3
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23-491 Agenda Date: 5/23/2023
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
Approve the list of Stadium Authority Bills and Claims for March 2023.

Reviewed by: Kenn Lee, Treasurer
Approved by: Jōvan D. Grogan, Executive Director

ATTACHMENTS

1. March 2023 SCSA Bills and Claims
City of Santa Clara Printed on 5/17/2023Page 3 of 3
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Payment Date Vendor Invoice No. Description Fund Amount 3/15/2023 Bank of America N/A February 2023 Bank Fees (Account 0444) CapEx 1,301.56 3/15/2023 Bank of America N/A February 2023 Bank Fees (Account 0425) Operating 253.19 3/8/2023 Bank of America N/A Discretionary Fund Bank Fee Operating 50.00 1,604.75
3/10/2023 City of Santa Clara N/A B2303 SCSA Admin Payroll Costs Operating 59,012.26 3/20/2023 City of Santa Clara N/A B2304 SCSA Admin Payroll Costs Operating 71,977.92 3/29/2023 City of Santa Clara N/A B2305 SCSA Admin Payroll Costs Operating 69,217.35 3/31/2023 City of Santa Clara N/A Reimburse CSC for SCSA G&A Expenses Operating 7,576.53 207,784.06
3/31/2023 Forty Niners SC Stadium Co, LLC N/A CFD Advance Payment - Principal & Interest Debt Service 642,275.28 3/31/2023 Forty Niners SC Stadium Co, LLC N/A Subordinated Loan Payment - Principal & Interest Debt Service 19,870,180.05 20,512,455.33
3/1/2023 Forty Niners Stadium Management Co, LLC SLS-23871 March 2023 Stadium Manager Expenses - Security Operating (93,000.00) 3/1/2023 Forty Niners Stadium Management Co, LLC SLS-23871 March 2023 Stadium Manager Expenses - Stadium Ops Operating 114,388.00 3/1/2023 Forty Niners Stadium Management Co, LLC SLS-23871 March 2023 Stadium Manager Expenses - Engineering Operating 160,000.00 3/1/2023 Forty Niners Stadium Management Co, LLC SLS-23871 March 2023 Stadium Manager Expenses - Guest Services Operating (107,620.00) 3/1/2023 Forty Niners Stadium Management Co, LLC SLS-23871 March 2023 Stadium Manager Expenses - SBL Sales & Service Operating 146,016.00 3/1/2023 Forty Niners Stadium Management Co, LLC SLS-23871 March 2023 Stadium Manager Expenses - Insurance Operating 246,834.00 3/1/2023 Forty Niners Stadium Management Co, LLC SLS-23871 March 2023 Stadium Manager Expenses - Utilities Operating 84,421.00 3/1/2023 Forty Niners Stadium Management Co, LLC SLS-23871 March 2023 Stadium Manager Expenses - Use of StadCo Tenant Improvements Operating 2,459.00 3/1/2023 Forty Niners Stadium Management Co, LLC SLS-23871 March 2023 Stadium Manager Expenses - Lender Fees Operating 8,334.00 3/1/2023 Forty Niners Stadium Management Co, LLC SLS-23871 March 2023 Stadium Manager Expenses - ManCo Base Fee Operating 253,354.00 3/1/2023 Forty Niners Stadium Management Co, LLC SLS-23871 March 2023 Stadium Manager Expenses - Other G&A Operating (59,000.00) 3/8/2023 Forty Niners Stadium Management Co, LLC SLS-23702 CapEx Project - Security Screening Locations CapEx 211.07 3/8/2023 Forty Niners Stadium Management Co, LLC SLS-23702 CapEx Project - North East Lobby Security Desk Enhancements CapEx 211.07 3/8/2023 Forty Niners Stadium Management Co, LLC SLS-23702 CapEx Project - Stationary Electric Pressure Washers CapEx 549.59 3/8/2023 Forty Niners Stadium Management Co, LLC SLS-23849 Legal Publications - General Areas / Coatings Main Deck CapEx 373.47 3/8/2023 Forty Niners Stadium Management Co, LLC SLS-23849 Legal Publications - Club Space Flooring CapEx 373.47 3/8/2023 Forty Niners Stadium Management Co, LLC SLS-23849 Legal Publications - New Seating - Bowl Padded Seat Replacement CapEx 177.24 3/8/2023 Forty Niners Stadium Management Co, LLC SLS-23849 Legal Publications - Stadium Event Signage CapEx 177.24 758,259.15
3/9/2023 Bear Fireproofing 2174 CapEx Project - Stadium Insulation CapEx 25,620.60 3/27/2023 Blue's Roofing Co. 31061 CapEx Project - General Areas / Coatings Main Deck CapEx 376,863.10 3/9/2023 EyeP Solutions, Inc 22-510 CapEx Project - Parking Lot Camera Upgrades CapEx 41,029.88 3/10/2023 Hanson Bridgett LLP 1340494 Legal Services (January 2023) Operating 3/27/2023 Hanson Bridgett LLP 1342476 Legal Services (February 2023) Operating 3/27/2023 InTWO, Inc 29762 FMS Monthly Services (February 2023) Operating 4,863.99 3/10/2023 KPMG LLP 8004528261 SCSA FY2021-22 Audit Operating 110,334.00 Santa Clara Stadium Authority
Bills and Claims
Expenses Paid by Wire or ACH Transfer
For the Month of March 2023

-
Payment Date Vendor Invoice No. Description Fund Amount Santa Clara Stadium Authority
Bills and Claims
Expenses Paid by Wire or ACH Transfer
For the Month of March 2023
3/10/2023 Santa Clara Weekly 1246508 Public Hearing Notice (FY2023-24 Budget) Operating 1,128.00 3/28/2023 Wilson Ihrig 16125N52 Stadium Noise Monitoring Services (February 2023) Operating 4,134.75 March 2023 Total

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-639 Agenda Date: 5/23/2023

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on Third Amendment to SBL Website Marketing Agreement with STR Marketplace, LLC

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

BACKGROUND
STR Marketing Place, LLC (STR) has provided a secondary market website to facilitate the transfer of Stadium Builder’s Licenses (SBLs) since 2014. Under the scope of the existing agreement, STR manages and operates a website where buyers and sellers of SBLs conduct transactions. In exchange for use of Levi’s Stadium trademarks and links on the Stadium website, STR pays the Stadium Authority a base annual Sponsorship Fee of $325,000 and 50% of the balance of Transfer Fees if STR exceeds $650,000 in commissions for a contract year.

The term of the agreement ends on May 31, 2023. The Executive Director is requesting authorization to execute a Third Amendment to the SBL Agreement with STR Marketplace, LLC (STR) to extend the term of the agreement by four years to May 31, 2027.

DISCUSSION
The services provided under the agreement with STR provides SBL Holders with a resale market for SBLs. In addition to the base annual Sponsorship Fee, STR compensates the Stadium Authority for each resale. Buyers and sellers pay a 10% or $250, whichever is greater, commission fee to STR on sales facilitated on the website. Additionally, SBL Holders who transfer ownership of their SBLs through the website pay a $100 per seat commission fee and those purchasing a transferred SBL on the website pay a 5% or a minimum of $100 per seat, whichever is greater, commission fee to STR.

The funds from the resales have been included as revenue in the Stadium Authority Operating Budget and have been used for Stadium Authority operating costs and debt service.

SBL Holders are not obligated to use STR’s secondary market website to transfer SBLs; transfers conducted outside of the website are processed by the Forty Niners Stadium Management Company, LLC (Stadium Manager) in accordance with the terms outlined in the SBL agreement between the Stadium Authority and SBL Holder.

The recommended action does not require competitive bidding pursuant to Santa Clara City Code Chapter 17.30 (Stadium Authority Procurement Policy) and Code Section 2.105.280(b)(4) (Single and sole source procurements) because the services being provided are unique and there are a limited number of vendors providing this type of service. Additionally, the resale process is complex and well established, and changes to the process will result in significant service disruptions.

City of Santa Clara Printed on 5/17/2023Page 1 of 2
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23-639 Agenda Date: 5/23/2023

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
Through the SBL Website Marketing Agreement, the Stadium Authority has recognized $585,534 in revenue for FY 2022/23 and a total of $4,089,299 in revenue through March 31, 2023. The four-year extension will generate $1,300,000 through the base annual Sponsorship Fee ($325,000 annually) in revenue for the Stadium Authority, with the potential for additional compensation if STR’s commissions exceed $650,000 during any contract year (the period from June 1 through May 31).

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]> .

RECOMMENDATION
Approve and authorize the Executive Director to execute the Third Amendment to the SBL Website Marketing Agreement with STR to extend the term by four years to May 31, 2027.

Prepared by: Christine Jung, Assistant to the Executive Director Approved by: Jōvan D. Grogan, Executive Director

ATTACHMENTS

1. Original SBL Website Marketing Agreement

2. First Amendment to SBL Website Marketing Agreement

3. Second Amendment to SBL Website Marketing Agreement

4. Draft Third Amendment to SBL Website Marketing Agreement City of Santa Clara Printed on 5/17/2023Page 2 of 2
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SBL Website Marketing Agreement
This Agreement (this "Agreement"), effective as of April 1, 2014 (the "Effective Date"), is between STR MARKETPLACE, LLC ("STR") and the Santa Clara Stadium Authority ("STADIUM AUTHORITY"). This Agreement is the entire agreement between the parties pertaining to the Website (as defined below) and development and use of the Website, and supersedes all prior agreements and understandings relating thereto, written or oral.

WHEREAS, the STADIUM AUTHORITY is the builder and owner of Levi's Stadium located in Santa Clara, California and has sold, and expects to continue selling, Seat Licenses ( as defined below) that grant the licensees thereunder certain rights to purchase tickets to events at Levi's Stadium, including the right to purchase season tickets to San Francisco Forty Niners football games;
WHEREAS, FORTY NINERS FOOTBALL COMP ANY LLC ("49ers") owns the franchise for the San Francisco Forty Niners football team and has an interest in maintaining a market for the sale of its season tickets and has agreed with the STADIUM AUTHORITY to sell its season tickets to licensees of Seat Licenses;
WHEREAS, STR wishes to host the Website as the secondary market exchange for the purchase and sale of Seat Licenses and to acquire certain advertising benefits from the STADIUM AUTHORITY;
NOW, THEREFORE, in consideration of the mutual promises set forth in this Agreement, the parties hereby agree as follows:

1. Definitions
Unless otherwise defined herein, the following terms shall have the meanings described below:

Buyer: A "Buyer" is a person or entity that has purchased Seat Licenses from a Seller through a Completed Transaction or who has submitted an "Offer to Buy" in accordance with the terms of the User Agreement.

Transferee: A "Transferee" is a person or entity that has agreed to assume ownership of a Seat License from a Transferor through a Private Transfer.

Seller: A "Seller" is a person or entity that has sold its Seat Licenses to a Buyer through a Completed Transaction or who has listed its Seat Licenses for sale on the Website.

Transferor: A "Transferor" is a person or entity that has agreed to transfer ownership of its Seat License to a Transferee through a Private Transfer.

Completed Transaction: A "Completed Transaction" means a transaction where "Transaction Completion" has occurred as defined in the User Agreement and STR has made all payments required to Buyer and Seller.
1524\02\1483319.1
Private Transfer: A "Private Transfer" means a transaction on the Website where the Transferee and Transferor have already reached agreement on a transfer and do not use the Website to reach a Final Price.

Private Sale Transfer: A "Private Sale Transfer" means a transaction on the Website where the Transferee and Transferor have already reached agreement on a transfer and do not use the Website to reach a Final Price but the Transferee utilizes the Website to transfer the funds from the Final Price to the Transferor.

Final Price: A "Final Price" is the final sales price for a Seat License that is agreed to by a Buyer and Seller.

Seat License: "Seat Licenses" shall mean the rights held by a Licensee; as such term is defined under a binding STADIUM AUTHORITY Stadium Builders License Agreement.

Term: The "Term" shall have the meaning assigned to it in Section 5.1 hereof.

User Agreement: The "User Agreement" is the user agreement published on the Website from time to time by STR that governs the relationship between STR and Sellers and Buyers and sets forth the requirements for use of the Website by Sellers and Buyers.

Stadium Website: The "Stadium Website" means the website or websites that the the STADIUM AUTHORITY maintains as official websites, and shall include, without limitation, http://www.levisstadium.com/ and any other website that the STADIUM AUTHORITY may maintain or designate as an official website during the Term.

Website: The "Website" means the website that is a secondary market exchange for the purchase and sale of Seat Licenses that is established and maintained by STR as provided herein.

2. Obligations of STR

2.1 The Website: STR shall design, develop, establish and maintain the Website with reasonable input from the STADIUM AUTHORITY and, to the extent it bears on the sale of 49ers season tickets, the 49ERS. STR shall use reasonable efforts to ensure that:
a. the Website is used exclusively for transactions relating to the sale and purchase of Seat Licenses;
b. the Website remains fully operational and functional during the Term; and c. the Website is promptly restored to a fully functioning status in the event any of the Website functions are interrupted, delayed, halted or suspended for any reason.

2.2 Website Use Fees: STR shall charge the following fees ("Website Use Fees") on the Website:
1524\02\1483319.l
a. For a Completed Transaction for Seat Licenses, STR shall charge Seller an amount equal to the greater of (a) ten percent (10%) of the Final Price or (b) two hundred fifty dollars ($250), and
b. For a Completed Transaction for Seat Licenses, STR shall charge Buyer an amount equal to the greater of (a) ten percent (10%) of the Final Price or (b) two hundred fifty dollars ($250), and
c. For a Private Transfer STR shall charge the Transferee a fee of one hundred dollars ($100) per seat.
d. For a Private Sale Transfer STR shall charge the Transferee an amount equal to the greater of ( a )five percent ( 5%) of the Final Price or (b) a minimum of one hundred dollars ($100) per seat.

2.3 Records and Audits: STR shall maintain records of Completed Transactions, Private Sales and Private Transfers for a minimum of five (5) years after the end of the Term.

The STADIUM AUTHORITY shall have the right to perform an audit of STR's records at its sole cost and expense upon reasonable notice at any time during the Term and for a period of five (5) years after the expiration or early termination of the Term. STR shall not be subject to audit more than once in any six month period provided that the STADIUM AUTHORITY and the 49ers shall have the right to receive copies of records on either of their reasonable requests made prior to the expiration of such five (5) year period.

2.4 Compliance with User Agreement, Applicable Laws. STR shall at all times comply with the terms of the User Agreement and, in performing its obligations hereunder, STR shall, at all times, comply with all applicable laws, rules, ordinances, orders, judgments and regulations of any and all applicable governmental and quasi-governmental entities, and all applicable rules and regulations of the National Football League.

2.5 Exclusivity: Except as set forth herein, STR shall not host or own an interest in ( directly or indirectly) or operate any website that is a secondary market exchange for the purchase and sale of Seat Licenses.

2.6 Sponsorship Payments: In consideration of the benefits provided to STR under this Agreement:

1. During the Term of this Agreement, STR shall pay the STADIUM AUTHORITY an annual Sponsorship Fee of $325,000, paid as follows:
1524\02\1483319.1
A. From April 1, 2014 through March 31, 2015, STR shall pay the STADIUM AUTHORITY $27,083.33 each month within ten (10) days after the end of each calendar month.

B. From April 1, 2015 through March 31, 2016, STR shall pay the STADIUM AUTHORITY $27,083.33 each month within ten (10) days after the end of each calendar month.

C. From April 1, 2016 through March 31, 2017, STR shall pay the STADTIJM AUTHORITY $27,083.33 each month within ten (10) days after the end of each calendar month.

2. STR shall also pay the STADIUM AUTHORITY as follows:

A. For all transactions that are completed during the twelve month period from April 1, 2014 through March 31, 2015, STR shall pay the STADIUM AUTHORITY, in a lump sum prior to March 31, 2015, fifty percent (50%) of the balance of such Transfer Fees for that twelve (12) month period that exceeds $650,000.

B. For all transactions that are completed during the twelve month period from April 1, 2015 through March 31, 2016, STR shall pay the STADIUM AUTHORITY, in a lump sum prior to March 31, 2016, fifty percent (50%) of the balance of such Transfer Fees for that twelve (12) month period that exceeds $650,000.

C. For all transactions that are completed during the twelve month period from April 1, 2016 through March 31, 2017, STR shall pay the STADIUM AUTHORITY, in a lump sum prior to March 31, 2017, fifty percent (50%) of the balance of such Transfer Fees for that twelve (12) month period that exceeds $650,000.

2.7 Other Charges: STR may charge Buyers up to three percent (3%) of the Final Price as an additional charge for credit card transactions and may charge an additional charge for specific shipping methods, and STR shall have no obligation to pay to the STADIUM AUTHORITY any portion of these charges.

3. Obligations

3.1 Exclusivity: The STADIUM AUTHORITY shall not maintain nor permit on any Stadium Website any hyperlinks, advertising, promotion or mention of any other website that is a secondary market exchange for the purchase and sale of Seat Licenses.

3.2 Licenses to Use marks: The STADIUM AUTHORITY hereby grants to STR a non-exclusive, non-transferable, non-sublicenseable, limited right and license to use certain of the SCSA and, subject to any limitations on the STADTIJM AUTHORITY'S rights to use, Levi's Stadium trademarks and copyrights (the "Stadium Marks") on the Website, solely in connection with transactions relating to Seat Licenses. 49ERS hereby grant to STR a non-exclusive, non­ transferable, non-sublicenseable, limited right and license to use certain of the 49ERS' trademarks and copyrights (the "49ERS' Marks") on the Website within the 49ers Home Marketing Area, as defined by the National Football League and solely in relation to transactions relating to 49ers season tickets. STR understands that its use of the Stadium Marks and the 49ERS' Marks must comply with the respective style requirements of each of them and shall, at all times be subject to the approval of the grantor of the licenses hereunder. In the event that either such grantor notifies STR that STR is using any of their respective marks in a manner that 1524\02\1483319.l
is contrary to the style requirements, STR shall promptly cease such nonconforming use. The STADIUM AUTHORITY or the 49ERS may also determine that any nonconforming use is a breach ofthis Agreement, and the STADIUM AUTHORITY agrees to declare a breach of this Agreement if the 49ers notify the STADIUM AUTHORITY of such determination and request such declaration. STR acknowledges that it will not obtain any rights or interests of ownership in the Stadium Marks or the 49ERS' Marks by any use of them. STR' s right to use the Stadium Marks and the 49ERS' Marks as provided herein may not be assigned or transferred at any time.

Upon termination of this Agreement, STR shall immediately cease use of the Stadium Marks and the 49ERS' Marks. STR agrees to promptly notify the STADIUM AUTHORITY and the 49ERS of any unauthorized use of the Stadium Marks or the 49ERS' Marks by others of which it becomes aware. STR shall have no right to bring, or require any party to bring, infringement or unfair competition proceedings involving the Stadium Marks or the 49ERS' Marks. Before using any of the Stadium Marks or the 49ERS' Marks, STR must submit to the STADIUM AUTHORITY or the 49ERS, as the case may be, artwork or other items which contain or incorporate any Stadium Marks or 49ERS' Marks for prior written approval, which approval may be withheld in the absolute discretion of the STADIUM AUTHORITY or the 49ers, as applicable. In addition to any other rights and remedies available under law, the STADIUM AUTHORITY or the 49ers may seek injunctive relief from any court of competent jurisdiction for any violation or infringement of its intellectual property.

3.3 Transfer Rules: The following transfer rules will apply to the Website:
a. STADIUM AUTHORITY will waive the collection of any internal transfer fee for any transfer of Seat Licenses completed using the Website; b. STADIUM AUTHORITY will waive any restrictions regarding the number of transfers permitted per calendar year for any transfer of Seat Licenses completed using the Website;
c. STADIUM AUTHORITY will accept transfers throughout the calendar year for any transfers of Seat Licenses consummated on the Website, subject to its right to reject any person as an owner of a Seat License in accordance with the Stadium Builders License Agreement.
d. STADIUM AUTHORITY will permit Buyers and Sellers, as well as Transferors and Transferees, to submit separate counter-signed transfer forms. e. STADIUM AUTHORITY will accept, as a matter of form, original transfer forms, fax copies of transfer forms or digital transfer forms submitted through an online signature process approved in advance by the Stadium Authority. All transfer forms must be accompanied by a copy of a state issued driver's license or passport. f. STR will be responsible for assuring that all transfers comply with the requirements of the Stadium Builders License Agreement.

3.4 Cooperation with STR: Subject to the then-applicable STADIUM AUTHORITY Website Privacy Policy and any legal restrictions pertaining to personally identifiable information and all other applicable laws and regulations, the STADIUM 1524\02\1483319.1
AUTHORITY, as applicable, shall provide STR with information necessary to process transactions on the Website ..

3.5 Additional Undertakings:
(a) During the Term, in addition to the rights under Section 3.2, the STADIUM AUTHORITY will:
(i)
(ii)
at a minimum of four (4) times per calendar year, advertise the services being provided by STR through email communication to Seat License holders and general fans as determined by the STADIUM AUTHORITY, in its sole discretion; and
will maintain one banner or standard web advertisement on the Stadium Website.
(b) During the Term, in addition to the rights under Section 3.2, the 49ERS will, for the benefit of the STADIUM AUTHORITY, provide the following to assist the STADIUM AUTHORITY and STR:
(i) One (1) dedicated email blast to season ticket holders each contract year; and
(ii) STR shall have a full-page advertisement in the 49ERS Gameday magazine for pre-season and regular season home games (STR shall provide artwork); and
( c) the 49ERS shall maintain operational hyperlinks to the Website on any 49ERS website under or otherwise conspicuously connected with any webpage relating to season tickets, with a hyperlink sending a user directly to the Website.

With respect to each advertisement referenced above, STR shall prepare and produce such material, at STR's sole expense (unless otherwise agreed by the STADIUM AUTHORITY or the 49ERS, as applicable), in final form or such form that reasonably approximates the anticipated final form of such advertisement and shall provide such material to the STADIUM AUTHORITY or the 49ERS at least thirty (30) days (or such shorter period as they may mutually agree) prior to the first date on which such advertisement is to be broadcast, published, distributed or displayed hereunder. The form, content and presentation of each advertisement shall be subject to the approval of the STADIUM AUTHORITY or the 49ERS, as applicable. the STADIUM AUTHORITY or the 49ERS, as applicable, shall notify STR of its approval or rejection of all or part of the proposed advertisement within ten (10) days after receipt of STR's submission thereof.

STR represents, warrants and covenants that the use ( as approved by STR) of any content or materials prepared or provided by STR for any advertising under this Agreement does not and will not infringe any copyright, trademark, right of privacy or any other right of any third party and that STR has all necessary rights for the use of such content and materials in connection with the subject advertisement as contemplated in this Agreement. 1524\02\1483319.l

4. Intellectual Property Rights; Customer Information

4.1 Intellectual Property Rights: Except for the license granted to STR under this Agreement to use the Stadium Marks and the 49ers Marks, all intellectual property rights in the Website shall remain the sole property of STR. In addition to any other rights and remedies STR may have, STR may seek injunctive relief from any court of competent jurisdiction for any violation or infringement of its intellectual property.

4.2 Customer Information: During the term of this Agreement, customers of the Website ( each a "Customer") may provide STR with personally identifying information during a registration process or otherwise ( collectively "Customer Information"). STR agrees that as between the parties Customer Information shall be Confidential Information of the STADIUM AUTHORITY and 49ERS, as applicable, and will be kept confidential and secure at all times, except that STR may disclose Customer Information pursuant to STR's obligations to a Buyer or Seller, pursuant to STR's obligations under this Agreement, and pursuant to STR's rights of disclosure reserved under the User Agreement. Except as provided in the preceding sentence, STR shall not use or disclose any Customer Information, except as necessary to perform its obligations hereunder or except as authorized in writing by the STADIUM AUTHORITY and 49ERS, as applicable. The parties agree that if there is any breach of personal information security, STR will immediately notify the STADIUM AUTHORITY and 49ERS in writing, and if such breach is subject to any law requiring notification to customers and/or government authorities of such breach, STR will provide all such required notices and will indemnify and hold harmless the STADIUM AUTHORITY and the 49ers, and each of their respective affiliates, officers, directors, agents and employees against all claims arising from such breach.

STR shall in all events comply with all legal requirements and shall use its best efforts to comply with the provisions of this Section 4.2 in full compliance with all applicable laws.

5. Term; Termination

5.1 Term: The term of this Agreement (the "Term") shall commence upon the Effective Date and shall remain in full force and effect thereafter until March 31, 2017. The provisions relating to required payments representations and warranties and indemnity, and all provisions required to enforce the provisions of this Agreement, shall survive its termination.

5.2 Termination: Either party may terminate this Agreement for the other's breach by providing thirty (30) days notice that describes the breach. The termination for breach will not be effective if the breach is cured within the notice period. In addition, the STADIUM AUTHORITY may terminate this Agreement if STR is in breach of the User Agreement by providing thirty (30) days notice that describes the breach. The termination for breach of the User Agreement will not be effective if the breach is cured within the notice period.

5.3 Procedures upon termination or expiration: After the date of termination or expiration of this Agreement, STR shall cease accepting new listings for Seat Licenses on the Website. Within two (2) business days after the date of termination or expiration of this Agreement, STR shall remove all listings for Seat Licenses on the Website for which no offer has been accepted by the Seller. STR shall promptly pay the SCSA 50% of all revenues received regardless of whether they are received before or after termination of this Agreement. Within 1524\02\1483319.I
fifteen (15) days after the date of termination or expiration, STR shall shut down the Website so that it is no longer accessible on the Internet, but STR may thereafter operate a website as a secondary market for Seat Licenses so long as STR does not engage in any form of conduct that would cause a user to believe that a relationship of any kind exists between the STADIUM AUTHORITY and STR. Nothing in the foregoing shall preclude fair use of any trademarks or copyrights or any other rights that STR might have notwithstanding this Agreement; provided that STR shall have no rights to use, and shall not use, the Stadium Marks or the 49ers Marks after termination of this Agreement.

6. Indemnity, Exclusions, Release

6.1 Indemnity: STR shall indemnify and hold harmless and defend the STADIUM AUTHORITY and 49ERS and their respective owners, shareholders, members, partners, managers, employees,affiliates, officers and directors from and against any and all claims, demands, damages, liabilities, costs and expenses, including reasonable attorneys' fees and expenses, arising out of STR' s breach of this Agreement or the User Agreement (including any representation, warranty, covenant and/or obligation of STR set forth herein or in the User Agreement). STR shall defend all actions to which such indemnity applies and conduct the defense thereof at its expense through attorneys reasonably acceptable to the STADIUM AUTHORITY and 49ERS. The terms of this indemnity shall survive any termination or expiration of this Agreement.

6.2 Representations and Warranties:
a. Mutual Representations and Warranties: Each party hereby represents and warrants to the other that: (i) it has full power and authority to execute and deliver this Agreement and perform its obligations hereunder; (ii) it has duly executed and delivered this Agreement; (iii) this Agreement constitutes the legal, valid and binding obligation of it, enforceable against it in accordance with the terms hereof; and (iv) its execution, delivery, and performance of this Agreement will not conflict with, result in the breach of, or constitute a default under any arrangement or agreement to which it is a party or by which it is bound. b. Further Representations and Warranties of STR: STR further represents and warrants that: (a) it has obtained all rights and licenses necessary to operate the Website and any services related to this Agreement as contemplated herein, (b) it will operate the Website and provide services hereunder in compliance with all applicable California and other laws, rules and regulations, and (b) to the knowledge of STR, the Website and any services related to this Agreement do not infringe upon or misappropriate any right of any third party, however denominated including, but not limited to any copyright, trademark, patent or trade secret.

6.3 Exclusion of Certain Damages: Except for STR' s obligation of indemnity and defense under Sections 4.2 and 6.1 (Indemnity), no party shall be liable to any other party for any lost profits or special, consequential, incidental, indirect, special, or exemplary damages relating to Seat Licenses, the Website or any services relating to the Website. Except for third party claims arising under Sections 4.2 and 6.1 (Indemnity), or claims arising from any violation of laws, each party's liability to any other party to this Agreement is limited to the payments provided by STR to the STADIUM AUTHORITY.
1524\02\1483319.l

7. General Terms
7 .1 Entire Agreement: This Agreement is the entire agreement between the parties pertaining to the Website and development and use of the Website and supersedes all prior agreements and understandings relating thereto, written or oral.

7.2 Modification. This Agreement may only be modified by a written agreement signed by all parties. No amendment, modification or supplement of any provision of this Agreement shall be valid except as provided in this section.

7.3 Independent Relationship: The parties are independent contractors. Nothing in this Agreement creates any relationship between the parties of agency, partnership, joint venture, employer-employee, or franchisor-franchisee.

7.4 Notices: All notices required or permitted under this Agreement shall be provided in writing by certified mail, return receipt requested, addressed as follows:
lfto STR:

STR MARKETPLACE
550 Westcott St.

Suite 500
Houston, Texas 77007
Attn: President
If to the Santa Clara Stadium Authority:

Santa Clara Stadium Authority
1500 Warburton Avenue
Santa Clara, CA 95050
Attn: Executive Director
lfto the San Francisco 49ERS:
4949 Marie P. DeBartolo Way
Santa Clara, CA 95054
Attn: Vice President of Ticketing & Suites

7.5 Governing Law; Personal Jurisdiction; Venue: This Agreement shall be governed by and interpreted in accordance with the laws of the State of California without reference to conflicts of law rules.

7.6 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall not be affected. 1524\02\1483319.1

7.7 Assignability: No party to this Agreement may assign its rights or delegate its duties hereunder without the prior written consent of the other parties, which consent may be withheld in their sole discretion.

7.8 Press Releases: No party to this Agreement may issue any press announcement or other public communication regarding the subject matter of this Agreement until all parties have agreed to its content and the timing of the release; provided, however, that the SCSA may make public the terms of this Agreement as part of its approval process or as otherwise required by law.

STR MARKETPLACE, LLC
Signarure ~J
Name: ?rte-S"toN /fill.-
Title:

Date:

Entitled to benefits as set forth in this
Agreement, but obligated only to the specific
grant of rights in Paragraph 3.2 and specific
49er sponsorship rights set forth in
Paragraph 3.4
Signatures continued on next page
1524\02\1483319.l
Name:

Title:

Date:

STADIUM AUTHORITY:

SANTA CLARA STADIUM AUTHORITY,
a joint exercise of powers entity,
created through Government Code Sections 6500 et seq.

APPROVED A/ff~
RICHARD E. NOSKY, JR.

Stadium Authority Counsel
ROD DIRIDON, JR.

Secretary
1524\02\1483319.1
Executive Director
1500 Warburton A venue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Facsimile: (408) 241-6771
RESOLUTION NO. 14-1 (STADIUM AUTHORITY)

A RESOLUTION OF THE SANTA CLARA STADIUM

AUTHORITY APPROVING AN AGREMENT WITH STR

MARKETPLACE LLC AND THE FOURTH AMENDMENT

TO THE STADIUM MANAGEMENT AGREEMENT
BE IT RESOLVED BY THE SANTA CLARA STADIUM AUTHORITY AS FOLLOWS:

WHEREAS, the Santa Clara Stadium Authority ("Authority"), a joint exercise ofpowers entity, created through Government Code Section 6500 et seq., is engaged in various activities designed to lead to the development of a 68,500 seat stadium suitable for professional football ("Stadium Project") on a property located at Tasman and Centennial Drive ("Stadium Site''); and WHEREAS, the Authority entered into an agreement with Legends Premium Sales to sell stadium builders licenses (' SBLs') for the Stadium Project and subsequently has sold SB Ls for a majority of the seats in the Stadium; and
WHEREAS, the Authority now desires to enter into a Website Marketing Agreement with STR Marketplace, LLC ("STR") to allow STR to create a secondary marketplace website for the sale of SBLs by SBL holders; and
WHEREAS, the Authority also desires to enter into the Fourth Amendment to the Stadium Management Agreement with Forty Niners Stadium Management Company LLC ("Stadium Manager") to include within Stadium Manager's duties the management and administration of the Authority's obligations under the STR agreement and the administration of the SB Ls, including the invoicing and collection of payments under the SBL agreements upon the expiration of the Legends Agreement; and
WHEREAS, the Staff Report provides additional information upon which the findings and actions set forth in this Resolution are based.

Santa Clara Stadium Authority Resolution/STR and 4th Amendment to Management Agreement Rev: 03-07-11; Typed: 03-10-2014

NOW THEREFORE, BE IT FURTHER RESOLVED BY THE SANTA CLARA STADIUM AUTHORITY AS FOLLOWS:

1. That the Board of the Authority hereby finds that the above Recitals are true and correct and by this reference makes them a paii hereof.

2. The Board of the Authority hereby approves the Website Marketing Agreement with STR Marketplace, LLC and the Fourth Amendment to the Stadium Management Agreement, and authorizes the Executive Director to enter into and execute the Website Marketing Agreement and the Fourth Amendment to the Stadium Management Agreement on behalf of the Authority, substantially in the fmm on file with the Authority Secretary, with such revisions as are reasonably determined necessary by the Authority signatory, such determination to be conclusively deemed to have been made by the execution of such agreement by the Authority signatory. The Executive Director is authorized to implement the Website Mai-keting Agreement and the Fourth Amendment to the Stadium Management Agreement and take all further actions and execute all other documents which are necessary or appropriate to carry out the Website Mai-keting Agreement and the FoU1ih Amendment to the Stadium Management Agreement.

3. The Executive Director is hereby authorized to take such further actions as may be necessary or appropriate to cai-ry out the Authority's obligations pursuant to this Resolution, the Website Marketing Agreement and the Fourth Amendment to the Stadium Management Agreement.

4. The Authority Secretary shall certify to the adoption of this Resolution.

5. Constitutionality, severability. If any section, subsection, sentence, clause, phrase, or word of this resolution is for any reason held by a court of competent jurisdiction to be unconstitutional or invalid for any reason, such decision shall not affect the validity of the Santa Clara Stadium Authority Resolution/STR and 4th Amendment to Management Agreement Rev:03-07-ll;Typed:03-10-2014

6. remaining portions of the resolution. The City of Santa Clara, California, hereby declares that it would have passed this resolution and each section, subsection, sentence, clause, phrase, and word thereof, irrespective of the fact that any one or more section(s), subsection(s), sentence(s), clause(s), phrase(s), or word(s) be declared invalid.

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 18TH DAY OF MARCH, 2013, BY THE FOLLOWING VOTE:

AYES: BOARD MEMBERS:

NOES: BOARD MEMBERS:

ABSENT: BOARD MEMBERS:

ABSTAINED: BOARD MEMBERS:

ATTEST:

Attachments incorporated by reference:

1. STR Website Marketing Agreement
Davis, Gillmor, Kolstad, Mahan, Marsalli and
0 'Neill and Chairperson Matthews
None
None
None
ROD DIRIDON, JR.

SECRETARY OF THE STADIUM AUTHORITY

SANTA CLARA STADIUM AUTHORITY

2. 4th Amendment to Stadium Management Agreement
S:\Attomey\RESOLUTIONS\Form Resolution - STADTIJM AUTHORITY.doc Santa Clara Stadium Authority Resolution/STR and 4th Amendment to Management Agreement Rev: 03-07-11; Typed: 03-10-2014

FIRST AMENDMENT TO SBL WEBSITE MARKETING AGREEMENT
This First Amendment to SBL Website Marketing Agreement (this "First Amendment") is made and entered into as ofMay3'0, 2017 between STR Marketplace, LLC ("STR") and the Santa Clara· Stadium Authority, a joint exercise of powers entity, created through Government Code Section 6500 et seq. ("Stadium Authority")

RECITALS
A. STR and Stadium Authority entered into that certain SBL Website Marketing Agreement, effective as of April 1, 2014 (the "Existing Agreement"), for the use of the Website ( all tem1s defined in the Existing Agreement are used herein as defined therein) by Stadium Authority Seat License owners.

B. The parties now desire to amend the Existing Agreement to extend the Term and otherwise to maintain the contractual relationship between them. The Existing Agreement, as amended by this First Amendment, is sometimes refeITed to herein as the "Agreement".

AGREEMENT
NOW, THEREFORE, in reliance on the foregoing and in consideration of the mutual covenants, &greements and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto and each of them do agree as follows:

1. Recitals. The provisions of the Recitals above are fully incorporated herein by this rnference.·

2. · Amendment to Agreement Provisions:

2.1 Section 2.6 of the Agreement is amended in its entirety to read as follows:

2.6 Sponsorship Payments: In consideration of the benefits provided to STR under this Agreement:

1. During the Term ohhis Agreement, STR shall pay the Stadium Authority a base amiual Sponsorship Fee of $325,000, paid as follows: Each calendar month dming the Tem1, STR shall pay the Stadium Authority $27,083.33 within ten (10) days after the end thereof, provided that the payments for .each May during the Term shall be $27,083.37;

2. During the Term of this Agreement, STR shall also pay the Stadium Authority in each calendar year, in a lump sum prior to May 31 of such year, fifty percent (50%) of the balance of such Transfer Fees (for the twelve (12) month period ending on such May 31) in excess of$650,000.

2.2 Section 5.1 of the Agreement is amended in its entirety to read as follows:
1 5.1 Term:: The term of this Agreement, which is hereby aclmowledged to have originally been effective until May 31, 2017, is hereby extended so that this Agreement shall remain in full force and effect until May 31, 2022; provided that Stadium Authority shall have the right to terminate this Agreement on May 31, 2020, and on May 31, 2021, in each case, by providing sixty (60) days' notice, prior to the date of tenninati_on. The provisions relating to required payments, representations and warranties and indemnity, and all provisions required to enforce the provisions of this Agreement, shall survive its termination.

2.3 Section 6.1 of the Agreement is amended in its entirety to read as follows:

6.1 Indemnity and Insurance.
a. Indemnity: STR shall indemnify and hold harmless and defend the Stadium Authority and 49ers and their respective owners, shareholders, members, partners, managers, employees, affiliates, officers and directors from and against any and all claims, demands, damages, liabilities, costs, and expenses, including reasonable attorneys' fees and ,expenses, ~rising out of STR's breach of thjs Agreement or the User Agreement (including any representation, warranty, covenant and/or obligation of STR set forth herein or in the User Agreement). STR shall defend all actions to which such indemnity applies and conduct the defense thereof at its expense through attorneys reasonably acceptable to the Stadium Authority and 49ers. The tenns of this indemnity shall survive any termination or expiration of this Agi:eernent.
b. Insurance: During the term of this Agreement, STR shall_, at no cost to Stadium Authority, maintain insurance coverage for professional liability and data privacy and network security liability with limits of no less than $1 million. The insurance policy covering data privacy and network security liability shall name Stadium Authority, the City of Santa Clara, Forty Niners Stadium Management Company LLC, Forty Niners SC Stadium Company and 49ers as an additional insureds and shall specifically state the coverage thereunder shall be deemed to be primary and_ not excess or contdbutory as respects any comparable insurance ot\1erwise available to Stadium Authority.

STR shall furnish Stadium Authority with a certificate of insurance evidencing such insurance coverages, which shall furthl;lr contain a provision 1hat the policy or policies evidenced thereby shall not be canceled or modified without thirty (30) days advance vv1:itten notice to Stadium Authority. ·

3. Miscellaneous.
3 .1 Ratification: Except as modified by this First Am:eiidment, all of the terms, condi#ons and provisions of the Existing Agreement, including the rights and obligations of the 49ers, shall remain hi full force and effect and. are hereby ratified and confinned, 2 3.2 Enth·e Agreement: The Agreement contains the entire agreement of the Parties with respect to the subject matter hereof and in the Existing Agreement. It is understood that there are no oral agreements between the Parties anq. their respective agents with respect to the subject matter thereof, and none shall be used to interpret or construe the Agreement. 3 .3 Authority: Each signatory of this First Amendment represents hereby that he or she has the authority to execute and deliver it on behalf of the party hereto for which such signatory is acting.

3.4 Counterparts: 1his ,First Amendment may be executed in multiple counterparts, each of which shall be deemed EtU original and all of which together shall constitute one and the same agreement. This First Amendment may be executed by a party's signature transmitted by facsimile (11 fa:x:11) or by electronic mail in portable document fo1mat C'pdf'), and copies of this First Amendment executed and delivered by means of faxed or pdf signatures shall have the same force and effect as copies hereof executed and delivered with original signatures.

The parties may rely upon faxed or pdf signatures as if such signatures were originals. A paity executing and delivering this First Amendment by fax or pdf shall promptly thereafter deliver a counterpart of this First Amendment containing said party's original signature. The parties hereto agree that a faxed or pdf signature page may be introduced into evidence in any proceeding arising out of or related to this First Amendment as if it were an original signature page.

II
II
II
3 IN WITNESS WHEREOF, the Parties have entered into this First Amendment, as of the day and year first written above.

SANTA CLARA STADIUM AUTHORITY
a joint exercise of powers entity, created Orrough Government Code Section 6500 et seq.

APPROVED AS TO FORM
~
Authority General Counsel
ATTEST:
~~~ lP,Jv~
Interim Executive Director
1500 Warburton Avenue
Santa Cl~ CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771

STR MARKETPLACE, LLC
B~~
Name: Jj;e;w.J II, l L.
4 1

SECOND AMENDMENT TO SBL WEBSITE MARKETING AGREEMENT
This Second Amendment to SBL Website Marketing Agreement (this "Second Amendment") is made and entered into as of -XQH , 2022 between STR Marketplace, LLC ("STR") and the Santa Clara Stadium Authority, a joint exercise of powers entity, created through Government Code Section 6500 et seq. ("Stadium Authority")

RECITALS
A. STR and Stadium Authority entered into that certain SBL Website Marketing  Agreement, effective as of April 1, 2014 and amended as of May 30, 2017 (the "Existing Agreement"), for the use of the Website (all terms defined in the Existing Agreement are used herein as defined therein) by Stadium Authority Seat License owners.

B. The parties now desire to amend the Ex isting Agreement to extend the Term and  otherwise to maintain the contractual relations hip between them. The Existing Agreement, as amended by this Second Amendment, is sometimes referred to herein as the "Agreement".

AGREEMENT
NOW, THEREFORE, in reliance on the fore going and in consideration of the mutual covenants, agreements and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of wh ich are hereby acknowledged, the parties hereto and each of them do agree as follows:

1. Recitals. The provisions of the Recitals above are fully incorporated herein by this reference.

2. Amendment to Agreement Provisions:

2.1 Section 5.1 of the Agreement is amended in its entirety to read as follows:

5.1 Term: The term of this Agreement, which is hereby acknowledged to have originally been effective until May 31, 2017, then May 31, 2022 as amended, is hereby extended so that this Agreement shall remain in full force and effect until May 31, 2023. The provisions relating to required payments, representations and warranties and indemnity, and all provisions required to enforce the provisions of this Agreement, shall survive its termination.

3. Miscellaneous.

3.1 Ratification: Except as modified by this Second Amendment, all of the terms, conditions and provisions of the Existing Agreement, including the rights and obligations of the 49ers, shall remain
in full force and effect and are hereby ratified and confirmed.

3.2 Entire Agreement: The Agreement contains the entire agreement of the Parties with respect to the subject matter hereof and in the Existing Agreement. It is understood -82:1547Ā.7;36893Ā0-*Ā+)'.!%",Ȁ)'%!Ȁ$(&+Ȁ+/(#Ȁ"#/. /--$-/ 2 that there are no oral agreements between the Parties and their respective agents with respect to the subject matter thereof, and none shall be used to interpret or construe the Agreement.

3.3 Authority: Each signatory of this Second Amendment represents hereby that he or she has the authority to execute and deliver it on behalf of the party hereto for which such signatory is acting.

3.4 Counterparts: This Second Amendment may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement. This Second Amendment may be executed by a party's signature transmitted by facsimile ("fax") or by electronic mail in portable document format ("pdf'), and copies of this Second Amendment executed and delivered by means of faxed or pdf signatures shall have the same force and effect as copies hereof executed and delivered with original signatories. The parties may rely upon faxed or pdf signatures as if such signatures were originals. A party executing and delivering this Second Amendment by fax or pdf shall promptly thereafter deliver a counterpart of this Second Amendment containing said party's orig inal signature. The parties hereto agree that a faxed or pdf signature page may be introduced into evidence in any proceeding arising out of or related to this Second Amendment as if it were an original signature page. //
//
//
-82:1547Ā.7;36893Ā0-*Ā+)'.!%",Ȁ)'%!Ȁ$(&+Ȁ+/(#Ȁ"#/. /--$-/ 3 IN WITNESS WHEREOF, the Parties have entered into this Second Amendment, as of the day and year first written above.

SANTA CLARA STADIUM AUTHORITY
a joint exercise of powers entity, created through Government Code Section 6500 et seq.

APPROVED AS TO FORM

STADIUM AUTHORITY EXECUTIVE DIRECTOR
COUNSEL 1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771

STR MARKETPLACE, LLC
By: ________________________
Name: ______________________
Title: _______________________

FORTY NINERS FOOTBALL COMPANY LLC
By: ________________________
Name: ______________________
Title: _______________________
-82:1547Ā.7;36893Ā0-*Ā+)'.!%",Ȁ)'%!Ȁ$(&+Ȁ+/(#Ȁ"#/. /--$-/ President
Preston Hill
CRO
Brent Schoeb
IA DocuSigned by:
~~CE~
r-: DocuSigned by:

L~~c~t~
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DocuSigned by:
~ ..
1 THIRD AMENDMENT TO SBL WEBSITE MARKETING AGREEMENT

This Third Amendment to SBL Website Marketing Agreement (this "Third Amendment") is made and entered into as of May 30, 2023 between STR Marketplace, LLC ("STR") and the Santa Clara Stadium Authority, a joint exercise of powers entity, created through Government Code Section 6500 et seq. ("Stadium Authority")

RECITALS

A. STR and Stadium Authority entered into that certain SBL Website Marketing Agreement, effective as of April 1, 2014 and amended as of June 10, 2022 (the "Existing Agreement"), for the use of the Website (all term s defined in the Existing Agreement are used herein as defined therein) by Stadium Authority Seat License owners.

B. The parties now desire to amend the Existing Agreement to extend the Term and otherwise to maintain the contractual relationship between them. The Existing Agreement, as amended by this Third Amendment, is sometimes referred to herein as the "Agreement".

AGREEMENT

NOW, THEREFORE, in reliance on the foregoing and in consideration of the mutual covenants, agreements and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto and each of them do agree as follows:

1. Recitals. The provisions of the Recitals above are fully incorporated herein by this reference.

2. Amendment to Agreement Provisions:

2.1 Section 5.1 of the Agreement is amended in its entirety to read as follows:

5.1 Term: The term of this Agreement, which is hereby acknowledged to have originally been effective until May 31, 2017, then May 31, 2023 as amended, is hereby extended so that this Agreement shall remain in full force and effect until May 31, 2027. The provisions relating to required payments, representations and warranties and indemnity, and all provisions required to enforce the provisions of this Agreement, shall survive its termination.

3. Miscellaneous.

3.1 Ratification: Ex cept as modified by this Third Amendment, all of the terms, conditions and provisions of the Existing Agreement, including the rights and obligations of the 49ers, shall remain in full force and effect and are hereby ratified and confirmed.

3.2 Entire Agreement: The Agreement contains the entire agreement of the Parties with respect to the subject matter hereof and in the Existing Agreement. It is understood 2 that there are no oral agreements between the Parties and their respective agents with respect to the subject matter thereof, and none shall be used to interpret or construe the Agreement.

3.3 Authority: Each signatory of this Third Amendment represents hereby that he or she has the authority to execute and deliver it on behalf of the party hereto for which such signatory is acting.

3.4 Counterparts: This Third Amendment may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement. This Third Amendment may be executed by a party's signature transmitted by facsimile ("fax") or by electronic mail in portable document format ("pdf'), and copies of this Third Amendment executed and delivered by means of faxed or pdf signatures shall have the same force and effect as copies hereof executed and delivered with original signatories. The parties may rely upon faxed or pdf signatures as if such signatures were originals. A party executing and delivering this Third Amendment by fax or pdf shall promptly thereafter deliver a counterpart of this Third Amendment containing said party's original signature. The parties hereto agree that a faxed or pdf signature page may be introduced into evidence in any proceeding arising out of or related to this Third Amendment as if it were an original signature page.

//

//

//
3 IN WITNESS WHEREOF, the Parties have entered into this Third Amendment, as of the day and year first written above.

SANTA CLARA STADIUM AUTHORITY
a joint exercise of powers entity, created through Government Code Section 6500 et seq.

APPROVED AS TO FORM

GLEN R. GOOGINS JŌVAN D. GROGAN

STADIUM AUTHORITY COUNSEL EXECUTIVE DIRECTOR
1500 Warburton Avenue
Santa Clara, CA 95054
Telephone: (408) 615-2210
Fax: (408) 241-6771

STR MARKETPLACE, LLC

By: ________________________

Name: ______________________

Title: _______________________

FORTY NINERS FOOTBALL COMPANY LLC

By: ________________________

Name: ______________________

Title: _______________________

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-618 Agenda Date: 5/23/2023

REPORT TO STADIUM BOARD

SUBJECT
Informational Report on Stadium Authority and Stadium Manager Meetings for the Period of January 1 to March 31, 2023

BOARD PILLAR
Enhance Community Engagement and Transparency

BACKGROUND
On August 24, 2017, the Stadium Authority approved the Harvey Rose Audit titled “Comprehensive Audit of Stadium”. Audit recommendation 1.Q states that “the Stadium Authority Board should direct the Executive Director to require that all meetings, including the date and purpose of the meetings, between Stadium Authority and Stadium Manager staff be documented and reported quarterly or annually to the Stadium Authority Board.” Staff has implemented this audit recommendation on a quarterly basis.

At the August 25, 2020 meeting, the Stadium Authority Board provided additional direction to staff to prepare minutes for all future Stadium Authority and Stadium Manager staff meetings.

DISCUSSION
In accordance with the Board approved audit recommendation, meetings between Stadium Authority and Stadium Manager staff for the period of January 1 to March 31, 2023 are listed below. The attendees and topics discussed at these meetings are included in this report as Attachment 1.

Date Meeting Purpose
1/5/2023 Weekly Accounting Status Meeting (via Teams)
1/6/2023 Procurement Meeting (via phone)
1/11/2023 Banking Services and Financial Management System Meeting (via Teams) 1/12/2023 Weekly Accounting Status Meeting (via Teams)
1/13/2023 Procurement Ordinance Meeting (via Teams)
1/19/2023 Weekly Accounting Status Meeting (via Teams)
1/24/2023 Procurement Meeting (via phone)
1/26/2023 Weekly Accounting Status Meeting (via Teams)
2/2/2023 Weekly Accounting Status Meeting (via Teams)
2/3/2023 Litigation Matter (via phone)
2/9/2023 Weekly Accounting Status Meeting (via Teams)
2/15/2023 Shared Stadium Expenses Review and Rent Credit Meeting (via Zoom) 2/16/2023 Weekly Accounting Status Meeting (via Teams)
2/21/2023 Financial Management System Managed Services Status Meeting (via Zoom)
2/23/2023 Weekly Accounting Status Meeting (via Teams)
3/1/2023 Non-NFL Events Quarterly Reporting Meeting (via Teams) 3/2/2023 Weekly Accounting Status Meeting (via Teams)
3/2/2023 SCSA Check-in Meeting (via Teams)
3/9/2023 Weekly Accounting Status Meeting (via Teams)
3/13/2023 Change in Depositary Bank Pursuant to Deposit and Disbursement Agreement (via phone)
3/16/2023 Meet and Greet Stadium Manager and Bay Area Host Committee (Super Bowl 60) (hybrid - in person and Zoom meeting)
3/16/2023 Weekly Accounting Status Meeting (via Teams)
3/22/2023 Levi’s Stadium CapEx Walkthrough (in person)
3/23/2023 Weekly Accounting Status Meeting (via Teams)
3/28/2023 Accounting Status Meeting (via Teams)
3/29/2023 Check in on Miscellaneous Items (via Teams)
3/30/2023 Weekly Accounting Status Meeting (via Teams)
City of Santa Clara Printed on 5/18/2023Page 1 of 3
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23-618 Agenda Date: 5/23/2023
Date Meeting Purpose
1/5/2023 Weekly Accounting Status Meeting (via Teams)
1/6/2023 Procurement Meeting (via phone)
1/11/2023 Banking Services and Financial Management System Meeting (via Teams) 1/12/2023 Weekly Accounting Status Meeting (via Teams)
1/13/2023 Procurement Ordinance Meeting (via Teams)
1/19/2023 Weekly Accounting Status Meeting (via Teams)
1/24/2023 Procurement Meeting (via phone)
1/26/2023 Weekly Accounting Status Meeting (via Teams)
2/2/2023 Weekly Accounting Status Meeting (via Teams)
2/3/2023 Litigation Matter (via phone)
2/9/2023 Weekly Accounting Status Meeting (via Teams)
2/15/2023 Shared Stadium Expenses Review and Rent Credit Meeting (via Zoom) 2/16/2023 Weekly Accounting Status Meeting (via Teams)
2/21/2023 Financial Management System Managed Services Status Meeting (via Zoom)
2/23/2023 Weekly Accounting Status Meeting (via Teams)
3/1/2023 Non-NFL Events Quarterly Reporting Meeting (via Teams) 3/2/2023 Weekly Accounting Status Meeting (via Teams)
3/2/2023 SCSA Check-in Meeting (via Teams)
3/9/2023 Weekly Accounting Status Meeting (via Teams)
3/13/2023 Change in Depositary Bank Pursuant to Deposit and Disbursement Agreement (via phone)
3/16/2023 Meet and Greet Stadium Manager and Bay Area Host Committee (Super Bowl 60) (hybrid - in person and Zoom meeting)
3/16/2023 Weekly Accounting Status Meeting (via Teams)
3/22/2023 Levi’s Stadium CapEx Walkthrough (in person)
3/23/2023 Weekly Accounting Status Meeting (via Teams)
3/28/2023 Accounting Status Meeting (via Teams)
3/29/2023 Check in on Miscellaneous Items (via Teams)
3/30/2023 Weekly Accounting Status Meeting (via Teams)

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 is no fiscal impact related to this report other than the staff time to prepare this report.

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]> .

RECOMMENDATION
Note and file the quarterly report on Stadium Authority and Stadium Manager staff meetings and corresponding summaries for the period of January 1 to March 31, 2023.

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23-618 Agenda Date: 5/23/2023
Reviewed by: Christine Jung, Assistant to the Executive Director Approved by: Jōvan D. Grogan, Executive Director

ATTACHMENTS

1. Stadium Authority and Stadium Manager Meeting Summaries for the Period of 1/1/23 to 3/31/23
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Weekly Accounting Status Meeting
Date: 01/05/2023; 2:00pm to 2:14pm
Teams Meeting: Larry Lo (SCSA), Brenda Lee (SCSA), Brent Ghan (ManCo), and Caitlin Ritchie (ManCo)

1. Capital Expen
se Invoices

2. January 2023 Operating & Maintenance Invoice

3. Q3 Stadium
Builder License Revenue Transfer

4. Review of Relocated Stadium Builder Licenses
Procurement Meeting
Date: 01/06/2023; 1:00pm to 1:27pm
Phone Call: Christine Jung (SCSA) and Jenti Vandertuig (ManCo)

1. Update on upcoming procurement requests for January 31 and March meetings

2. Future meeting to discuss potential changes to Procurement Policy Banking Services and Financial Management System Meeting Date: 01/11/2023; 2:30pm to 3:15pm
Teams Meeting: Linh Lam (SCSA) and Darren Wong (ManCo)

1. Custodian Bank Accounts

2. Shared Stadium Expense and Stadium Authority General & Administrative Expense True- ups

3. Financial Management System’s Document Attachments

Weekly Accounting Status Meeting
Date: 01/12/2023; 2:00pm to 2:08pm
Teams Meeting: Larry Lo (SCSA), Brenda Lee (SCSA), Brent Ghan (ManCo), and Caitlin Ritchie (ManCo)

1. Capital Expen
se Invoices

2. Q3 Stadium Build
er License Revenue Transfer

3. Review of Relocated
Stadium Builder Licenses
Procurement Ordinance Meeting
Date: 01/13/2023; 9:00am to 10:00am
Teams Meeting: Kenn Lee (SCSA), Christine Jung (SCSA), and Jenti Vandertuig (ManCo)

1. Proposed updates to Stadium Authority Procurement Policy Weekly Accounting Status Meeting
Date: 01/19/2023; 2:00pm to 2:20pm
Teams Meeting: Larry Lo (SCSA), Brenda Lee (SCSA), Brent Ghan (ManCo), and Caitlin Ritchie (ManCo)

1. Capital Expen
se Invoices

2. Review of Relocated
Stadium Builder License Agreements

3. Review of Non-NFL Events Revenue and Promoter Settlement

4. FY22-23 Non-NFL Events Public Safety Invoices

5. FY23-24 Non-NFL
Events Forecast
Procurement Meeting
Date: 01/24/2023; 11:00am to 11:30am
Phone Call: Christine Jung (SCSA) and Jenti Vandertuig (ManCo)

1. Stadium Authority Procurement Policy updates

Weekly Accounting Status Meeting
Date: 01/26/2023; 2:00pm to 2:24pm
Teams Meeting: Larry Lo (SCSA), Brenda Lee (SCSA), Brent Ghan (ManCo), and Caitlin Ritchie (ManCo)

1. Capital Expen
se Invoices

2. Review of Relocated
Stadium Builder Licenses

3. Upcoming Transfer of Feb’23 O&M Expenses

4. Shared Stadium Expenses
– Depositary Bank Fees

5. Ticket Surcharge from Elton John Concerts

6. FY22-23 CapEx
Carryover and Budget Amendments

7. Q3 Financial Statements
and Certifications
Weekly Accounting Status Meeting
Date: 02/02/2023; 2:00pm to 2:20pm
Teams Meeting: Larry Lo (SCSA), Brenda Lee (SCSA), Brent Ghan (ManCo), and Caitlin Ritchie (ManCo)

1. Capital Expen
se Invoices

2. Upcoming Transfer of Feb’23 O&M Expenses

3. Ticket Surcharge from Elton John Concerts

4. Budget Amendment
for Crestron Control CapEx Project
Date: 2/3/2023, 1:30 p.m.

Phone Call:

For Santa Clara Stadium Authority:

Sujata Reuter, Chief Assistant City Attorney

For Stadium Manager:

Jihad Beauchman

1. Litigation Matter – Alyssa Ramirez Soares v. SPACA Inc. et al, Case 23CV409823

Weekly Accounting Status Meeting
Date: 02/09/2023; 2:00pm to 2:17pm
Teams Meeting: Larry Lo (SCSA), Brenda Lee (SCSA), Brent Ghan (ManCo), and Caitlin Ritchie (ManCo)

1. Capital Expen
se Invoices

2. Q3 Financial Statements and
Certifications

3. Questions Relat
ed to Capital Expense Project Costs

4. Source of Cash
Received on 02/07/2023

5. Transfers from Discretionary Fund per Settlement Agreement

6. Public Safety
Invoices from Outside Agencies

7. Supports in
Financial Management System

8. Year-end Excess Cash Distributions
Shared Stadium Expenses Review and Rent Credit Meeting
Date: 02/15/2023; 2:00pm to 3:10pm
Zoom Meeting: Kenn Lee (SCSA), Linh Lam (SCSA), Larry Lo (SCSA), Brenda Lee (SCSA), Christine Jung (SCSA), Jeff Fong (49ers), Esther Chi (Stadium Manager) and Alex Acton (49ers)

1. Team Introductions

2. Overview of Shared Stadium Expenses Compensation for Fiscal Year (FY) 23/24 Budget
a. Methodology for Shared Stadium Expenses Compensation and the assumptions behind general annual salary increase
b. Responsibilities of the newly added Stadium Operations positions and the reduction of 1 Stadium Operations position

3. Sampling of Shared Stadium Expenses Compensation for FY 23/24

4. Overview and Sampling of Other General and Administrative Expenses for FY 23/24

5. Responsibilities of the Newly Added position for SBL Sales and Service

6. Stadium Manager’s Performance Rent Calculation for FY 23/24 Weekly Accounting Status Meeting
Date: 02/16/2023; 2:00pm to 2:15pm
Teams Meeting: Larry Lo (SCSA), Brenda Lee (SCSA), Brent Ghan (ManCo), and Caitlin Ritchie (ManCo)

1. Capital Expen
se Invoices

2. Q3 Financial Statements and
Certifications

3. Support of
Public Safety Invoices from Outside Agencies

4. Payment of Non
-NFL Events Public Safety Costs Invoice

5. Q3 Quarterly
Report Deliverables

6. Historical Bank Reconciliations
Financial Management System Managed Services Status Meeting Date: 02/21/2023; 2:00pm to 2:21pm
Zoom Meeting: Larry Lo (SCSA), Brenda Lee (SCSA), David Presley (SCSA), Darren Wong (ManCo), Brent Ghan (ManCo), Chad Hundley (Armanino), Rebecca Bunas (Armanino), and Giles Zollar (Armanino)

1. Review of open support ticket related to new user access requested for the portal

2. Planning & consulting hours and system review hours available to use

3. Annual system review to be performed by Armanino

4. Pending integration project between Tibco Scribe and Coupa and required resources

5. Potential project related to ManCo’s existing Dexterity codes Weekly Accounting Status Meeting
Date: 02/23/2023; 2:00pm to 2:10pm
Teams Meeting: Larry Lo (SCSA), Brenda Lee (SCSA), and Caitlin Ritchie (ManCo)

1. Capital Expen
se Invoices

2. Q3 Financial Statements and
Certifications

3. Q3 Quarterly Report
Deliverables – SBL Revenue Forecast

4. Edits or
Comments on FY23-24 Proposed Budget
Non-NFL Events Discussion
Date: 03/01/2023; 3:30pm to 3:58pm
Teams Meeting: Kenn Lee (SCSA), Linh Lam (SCSA), Larry Lo (SCSA), Brenda Lee (SCSA), Christine Jung (SCSA), Alex Acton (49ers), and Brent Ghan (ManCo)

1. Team introductions

2. Overview of FY 2022/23 Non-NFL Events

3. Review of the Year-to-Date Non-NFL Event Profit and Loss Statement

4. Review of Expenses from Ticketed and Private Events

5. Handling of Confidential Information and Trade Secrets

6. Changes to Financial Management System in FY 2023/24

7. FY 2022/23 Q3 Financial Status Report scheduled for March 21, 2023 Board meeting Weekly Accounting Status Meeting
Date: 03/02/2023; 2:00pm to 2:20pm
Teams Meeting: Larry Lo (SCSA), Brenda Lee (SCSA), Brent Ghan (ManCo), and Caitlin Ritchie (ManCo)

1. Capital Expen
se Invoices

2. Annual CapEx
Contribution and Settlement Transfers from Discretionary Fund

3. Transfer of
FY22-23 Q4 SBL Proceeds

4. FY22-23 Non-NFL Events Related Procurement Approval Requests SCSA Check-in Meeting
Date: 03/02/2023; 3:00pm to 3:15pm
Teams Meeting: Linh Lam (SCSA) and Brent Ghan (Manco)

1. Shared Expense Testing with KPMG

2. Status Update on Documents in Financial Management System Weekly Accounting Status Meeting
Date: 03/09/2023; 2:00pm to 2:22pm
Teams Meeting: Larry Lo (SCSA), Brenda Lee (SCSA), Brent Ghan (ManCo), and Caitlin Ritchie (ManCo)

1. Capital Expen
se Invoices

2. Transfer of
FY22-23 Q4 SBL Proceeds

3. Adoption of FY23
-24 Santa Clara Stadium Authority Budget

4. 2022 Escheatment Report and Transfer

5. Settlement Transfer
to Stadium Funding Trust from Discretionary Fund

6. Transfer of Cash from Unpaid Shared Expenses

7. FY21-22 Agreed
Upon Procedures Audit

8. FY22-23 Procurement Request to the Board
Date: 3/13/2023, 4:00 p.m.

Phone Call:

For Santa Clara Stadium Authority:

Sujata Reuter, Chief Assistant City Attorney
For Stadium Manager:

Jihad Beauchman

1. Change in Depositary Bank Pursuant to Deposit and Disbursement Agreement Meet and Greet Stadium Manager and Bay Area Host Committee (Super Bowl 60) Date: 03/16/2023; 11:00 a.m. – 12:00 p.m.

Hybrid Meeting – Zoom and In Person: Ruth Mizobe Shikada (SCSA), Christine Jung (SCSA), Peter Wilhelm (49ers), Francine Hughes (ManCo), Hannah Gordon (49ers), and Zaileen Janmohamed, President & CEO (Bay Area Host Committee (BAHC))

1. Meet and greet with Francine Hughes, ManCo’s new Executive Vice President & General Manager, and Zaileen Janmohamed, President/CEO of BAHC

2. BAHC preparing Super Bowl 60 bid to host Super Bowl at Levi’s Stadium in 2026

3. Update on Depository Bank (BAHC staff was not present for this discussion)

4. Discussion of upcoming tour of Capital Expense (CapEx) projects (BAHC staff was not present for this discussion)

Weekly Accounting Status Meeting
Date: 03/16/2023; 2:00pm to 2:35pm
Teams Meeting: Larry Lo (SCSA), Brenda Lee (SCSA), Brent Ghan (ManCo), and Caitlin Ritchie (ManCo)

1. Capital Expen
se Invoices

2. 2022 Escheatment Report and Transfer

3. Inquiries from Stadium Builder License Transfer Report

4. FY21-22 Shared
Expense Review

5. FY22-23 City of Santa Clara Permit Fee

6. Payment of Public
Safety Invoices from FY22-23 NFL Season

7. Meetings
to Discuss Capital Expense Projects and Non-NFL Event Results

8. Projected Year-end Distributions per Article 14
Levi’s Stadium CapEx Walkthrough
Date: 03/22/2023; 4-5:00pm
In person tour: Ruth Mizobe Shikada (SCSA), Christine Jung (SCSA), Peter Wilhelm (49ers), Francine Hughes (ManCo), Ryan Van Maarth (ManCo), Hannah Gordon (49ers), Jihad Beauchman (49ers), Kevin Wang (49ers), and Zaileen Janmohamed (Bay Area Host Committee)

1. Tour of Stadium Authority Capital Expense (CapEx) projects

2. Tour of 49ers CapEx projects
Weekly Accounting Status Meeting
Date: 03/23/2023; 2:00pm to 2:12pm
Teams Meeting: Larry Lo (SCSA), Brenda Lee (SCSA), and Caitlin Ritchie (ManCo)

1. Capital Expen
se Invoices

2. Inquiries from Stadium Builder License Transfer Report

3. FY21-22 Shared Expense
Review

4. Projected Year-end Excess Revenue Distributions

5. Updated FY21-22
Capital Budget Status

6. FY22-23 Q4 CFD Transfer

7. StadCo’s Updated Banking Information
Accounting Status Meeting
Date: 03/28/2023; 9:30pm to 9:45pm
Teams Meeting: Larry Lo (SCSA), Brenda Lee (SCSA), and Caitlin Ritchie (ManCo)

1. FY22- 23 Excess Revenue Distribution Calculation
Check In on Miscellaneous Items
Date: 03/29/2023; 3:30-4:00pm
Teams Meeting: Ruth Mizobe Shikada (SCSA), Christine Jung (SCSA), and Francine Hughes (ManCo)

1. Discussion on potential process to dispose of equipment no longer needed

2. Discussion on process for approvals of change orders

3. Preventative maintenance program in progress
Weekly Accounting Status Meeting
Date: 03/30/2023; 2:00pm to 2:08pm
Teams Meeting: Larry Lo (SCSA), Brenda Lee (SCSA), Brent Ghan (ManCo), and Caitlin Ritchie (ManCo)

1. Capital Expen
se Invoices

2. FY21-22 Shared
Expense Review

3. Management Representation Letter for the Pun Group
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-659 Agenda Date: 5/23/2023

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Request from Stadium Manager to Execute Agreement with Integrated Communication Systems (ICS) for Fire Alarm Testing, Inspection, Maintenance, and Related Services at Levi’s Stadium

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

DISCUSSION
On April 3, 2023, the Stadium Manager submitted the attached Recommendation for Award Memo, requesting approval to execute an agreement with Integrated Communication Systems (ICS) to provide fire alarm testing, inspection, maintenance, and related services for a three-year period through March 31, 2026, with the option to extend the agreement for two additional one-year periods, in an amount not to exceed $115,000 for the first contract year, $117,000 for the second contract year, and $120,000 for the third contract year, for a total not to exceed amount of $352,000 over the three-year period.

The agreement for these services was originally awarded to Convergint Technologies and approved by the Stadium Authority Board on March 21, 2023. The Stadium Manager’s Recommendation for Award memo, along with its attachment, describes the request, decision to now recommend award of agreement to ICS, and the Request for Proposals (RFP) process in more detail.

The costs for the first year of services will be charged as Stadium Authority Fiscal Year 2023/24 Shared Stadium Expenses (Shared Expenses) for the Engineering Department. Shared Expenses are split between the Stadium Authority and Forty Niners SC Stadium Company LLC (StadCo) per the Stadium Lease between Stadium Authority and StadCo. 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 ICS
City of Santa Clara Printed on 5/17/2023Page 1 of 1
powered by Legistar™
1 Date: April 3, 2023
To: Executive Director
Santa Clara Stadium Authority
From: Jenti Vandertuig
Procurement Director
Subject: Recommendation for Award for Fire Alarm Testing, Inspection, Maintenance and Related Services at Levi’s Stadium
Recommendation
Recommend approval and award an agreement to Integrated Communication Systems to provide fire alarm testing, inspection, maintenance and related services at Levi’s Stadium for a three-year period, to commence on April 19, 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 $115,000 for the first year of the contract. Total compensation, in the aggregate, shall not exceed $352,000 over the three-year period. The term for subsequent fiscal years shall be conditioned upon approval of the Santa Clara Stadium Authority (SCSA) budget for the applicable fiscal year that includes the amounts due under this contract.

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

Pursuant to a formal solicitation (RFP Number: RFP FY22-0037 for Levi’s Stadium Fire Alarm Testing, Inspection and Maintenance Services), on February 28, 2023, Stadium Manager submitted a recommendation for approval and award an agreement to Convergint Technologies for fire alarm testing, inspection, maintenance and related services at Levi’s Stadium for a three-year period in an amount not to exceed $370,000 for the three year term.

On March 21, 2023, the SCSA Board reviewed and approved Stadium Manager’s recommendation. At the agreement execution stage, Convergint Technologies took exception to the terms and conditions which was agreed upon in their initial proposal response.

Representatives from Stadium Manager and Convergint Technologies worked in good faith to resolve the issues related to the indemnity and liability provisions that they took exception to Attachment A

STADIUM

FORTY NINERS STADIUM MANAGEMENT COMPANY
2 and could not mutually agree to their revised proposed terms. Therefore, Stadium Manager made a decision not to proceed with executing the agreement.

The RFP, section 23 – Rights of Stadium Manager, sub-section 23.1.12, provides the right to enter into an agreement with another Proposer in the event the originally selected Proposer defaults or fails to execute an agreement with the Stadium Manager. Utilizing this option, Stadium Manager contacted the second highest rated Proposer, Integrated Communication Systems, to determine their interest in negotiating an agreement to provide the required services. Integrated Communication Systems was interested in providing the required services as required in the RFP. However, they were not able to engage a third party maintenance provider to test, inspect and maintain the Ansul hood system.

Fire Alarm testing, inspection, maintenance and related services is critical to the operations and timely services. Therefore, Stadium Manager made a decision to seek a separate third party supplier for Ansul hood testing and maintenance services and negotiate with Integrated Communication Systems for the fire alarm testing, inspection, maintenance services and related services. Stadium Manager was able to negotiate the cost and received confirmation in writing that they accept the agreement terms as stated in their initial RFP response.

Therefore, Stadium Manager is requesting approval and award an agreement to Integrated Communication Systems. The initial recommendation for award including the formal RFP and selection process, dated February 28, 2023, is provided as Attachment A to this memo.

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

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

Total not to exceed amount for three years: $352,000
Year One – 4/19/23 through 3/31/24 - $115,000
Year Two – 4/1/24 through 3/31/25 - $117,000
Year Three – 4/1/25 through 3/31/26 - $120,000
The cost for this service is covered in the FY23/24 SCSA Budget, Engineering Department budget, as a shared expense.

Submitted By: __________________________________ Date: ___________________ Jenti Vandertuig, Procurement Director
4/3/2023
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1 Date: February 28, 2023
To: Executive Director
Santa Clara Stadium Authority
From: Jenti Vandertuig
Procurement Director
CC: Jim Mercurio
Executive Vice President and General Manager
Subject: Recommendation for Award for Fire Alarm Testing, Inspection, Maintenance and Related Services at Levi’s Stadium
Recommendation
Recommend approval and award an agreement to Convergint Technologies to provide fire alarm testing, inspection, maintenance and related services at Levi’s Stadium for a three-year period, to commence on April 1, 2023 and expire on March 31, 2026, with an option to extend the agreement for two additional one year periods. The amount of the agreement shall not exceed $120,000 for the first year of the contract. Total compensation, in the aggregate, shall not exceed $370,000 over the three-year period. The term for subsequent fiscal years shall be conditioned upon approval of the Santa Clara Stadium Authority (SCSA) budget for the applicable fiscal year that includes the amounts due under this contract.

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

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

Attachment ASTADIUM

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

1. Convergint Technologies

2. Integrated Communication Systems (ICS)

3. Sabah International

Evaluation 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:
 Proposal Evaluator Guidelines
 Confidentiality Agreement
 Conflict of Interest Disclosure Form

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

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

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

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

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

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

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

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

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

Submitted By: __________________________________ Date: ___________________ Jenti Vandertuig, Procurement Director
2/28/2023
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1 LEVI’S STADIUM GENERAL SERVICES AGREEMENT

BY AND BETWEEN

STADIUM MANAGER
AND

INTEGRATED COMMUNICATION SYSTEMS
This Agreement for the Performance of Services (“Agreement”) is made and entered into on June 1, 2023 (“Effective Date”) by and between INTEGRATED COMMUNICATION SYSTEMS, a California corporation with its principal place of business at 6680 Via Del Oro, San Jose, CA 95119 (“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 fire alarm testing, inspection, maintenance, and related services as more fully described in Exhibit A, entitled “Scope of Services” (the “Services”), attached hereto and incorporated herein by this reference. - -
2 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.

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, 3 exposure to which or use of which as of such date is prohibited, limited or regulated under any environmental law.

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

2. EMPLOYMENT OF CONTRACTOR.

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

3. SERVICES TO BE PROVIDED.

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

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

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

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

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

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

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

4. COMMENCEMENT OF SERVICES.

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

5. QUALIFICATIONS OF CONTRACTOR – STANDARD OF WORKMANSHIP.

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

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

6. TERM OF AGREEMENT.

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

7. WARRANTY.

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

8. PERFORMANCE OF SERVICES.

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

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

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 righ t or its termination rights, Contractor shall be responsible to Stadium Manager for the loss of income and all other damages, including consequential and special damages, suffered by Stadium Manager as the result of Contractor’s breach of this Agreement, including any loss of income; and (b) Contractor shall be considered in material 6 breach of this Agreement, and Stadium Manager may, in addition to any other rights or remedies it may have, immediately terminate this Agreement.

F. Contractor shall comply in all respects with the Santa Clara Business and Commercial Recycling Program, as the same shall be amended from time to time, and shall, in partnership with Stadium Manager, prepare and implement a plan (the “Waste Reduction and Recycling Plan”) that targets 100% diversion of solid waste from all Events, including composting or other diversion of compostable organics. Contractor shall train its employees in the methods and objectives of the Waste Reduction and Recycling Plan and shall direct and cause its empl oyees to not dispose of or discharge recyclables, compostables, waste, garbage, refuse or Hazardous Substances in any area in or outside the Stadium other than in areas specifically designated therefor. Contractor shall be responsible for expeditiously collecting, separating, recycling, bagging and delivering recyclables, compostables, trash and garbage generated within the Stadium Complex, and Contractor shall cause its employees to deposit such recyclables, compostables, trash and garbage in appropriate containers or equipment in the locations specified by Stadium Manager, whereupon Stadium Manager shall be responsible for the further delivery and ultimate disposal of such recyclables, compostables, trash and garbage. In addition, Contractor shall separate, compact and recycle the trash generated by Events on non- Event days. Contractor shall take all action necessary to: (i) ensure that all such recyclables, compostables, trash and garbage are placed in bags and/or the appropriate receptacles or other containers (which receptacles and containers shall be provided by Contractor) that are durable for transport and not easily susceptible to breakage or leakage, (ii) notify Stadium Manager when the centralized Stadium recyclable, compostable and garbage receptacles are full and need to be emptied, (iii) prevent recyclables, compostables and trash from piling up around the outside of the receptacles and from using the Stadium receptacles in lieu of transferring the recyclables, compostables and trash to the required locations as described herein and (iv) ensure that recyclables, compostables and trash do not spill out prior to or during transport. Contractor agrees to and is fully committed to participating in the separation and recycling of refuse in the Stadium and to minimize the amount of non- recyclable and non-compostable refuse to be removed from the Stadium. All recyclable, compostable, trash and garbage receptacles within the areas controlled by Contractor shall be provided by Contractor and shall be cleaned and sanitized by Contractor in accordance with the standards reasonably set from time to time by the Authority and/or 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. ---
7 H. Contractors acknowledges and agrees that Services performed under this Agreement shall not create any right of lien for Contractor at the Stadium, which is a publicly owned building.

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.

9. MONITORING OF SERVICES.

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

10. CORRECTION OF SERVICES.

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

11. RESPONSIBILITY OF CONTRACTOR.

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

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

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

D. Personnel.

i. Contractor shall hire, employ, train, supervise and discipline any and all persons necessary to provide the Services in accordance with the terms of this Agreement 8 and shall use its best efforts to ensure that its employees continually practice the high standards of safety, courtesy and service customarily followed in the conduct of a first-class operation. Contractor shall use its best efforts to select qualified, competent and trustworthy employees. Any and all persons who furnish services under this Agreement, whether or not employed by Contractor prior to the Effective Date, are exclusively employees, subcontractors and/or non-affiliated third parties employed by Contractor and are not employees of the Authority, the City, StadCo or Stadium Manager. Such persons furnishing services under this Agreement shall be subject to appearance standards mutually acceptable to the parties hereto and as permitted by Applicable Laws, and shall wear, at all times while working at the Stadium, neat and clean uniforms provided by Contractor and approved by Stadium Manager. Such uniforms shall bear such lettering and insignia (including the name and logo of the Stadium, the Stadium naming rights sponsor, if required, and the location of the employee's assignment (e.g., a Club or Suite area)) as Stadium Manager may require and shall be of a design reasonably satisfactory to Stadium Manager. Contractor shall cause its employees to conduct themselves in a professional and courteous manner, and not to unreasonably disturb or interfere with Events. Contractor shall at all times maintain accurate records of the names, addresses, employment history and other legal identification of those to whom Contractor issues employee badges, uniforms or other identifying items to ensure the proper identification and legal working status of Contractor's employees at the Stadium. Contractor shall conduct such background and other security screening checks on its employees as Stadium Manager shall reasonably request from time to time and shall not knowingly hire any person who has been previously terminated by the Authority, StadCo, Stadium Manager or any of their respective Affiliates or 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 9 subcontractors, or for any other matters relating to Contractor's employee s or subcontractors.

12. COMPENSATION AND PAYMENT.

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

13. TERMINATION OF AGREEMENT.

A. In addition to any other rights or remedies Stadium Manager may have, Stadium Manager may terminate this Agreement by written notice to Contractor if: (i) Contractor fails to correct to the reasonable satisfaction of Stadium Manager any condition created or controlled by Contractor that, in Stadium Manager’s reasonable judgment, poses a hazardous condition to occupants of the Stadium Complex, any of the Related Facilities (e.g., offsite parking areas), or any portion thereof, within twenty- four (24) hours after receipt of written notice from Stadium Manager; (ii) Contractor fails to perform any material obligation under this Agreement and such failure continues unremedied for a period of ten (10) days after receipt of written notice from Manager of the particular failure to perform (or thirty (30) days in the case that a remedy has commenced but cannot reasonably be accomplished in ten days); (iii) Contractor is placed into bankruptcy either voluntarily or involuntarily (and such involuntary proceeding 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) C ontractor shall immediately surrender possession of the Related Facilities, if any (including any and all leasehold and other improvements therein), uniforms, equipment (and related manuals and software) to Stadium Manager, (2) Contractor shall immediately assign to Stadium Manager or its designee(s) all right, title and interest of Contractor in and to all items purchased by Contractor in connection with the Services (including uniforms and equipment), (3) Contractor shall make all payments required to be made by Contractor under this Agreement, (4) to the extent permitted by Applicable Laws, Contractor shall immediately surrender possession of and assign to Stadium Manager all permits and licenses acquired by Contractor in compliance with this Agreement and any Applicable Laws, and (5) all matters, rights and liabilities existing on the date of termination between the parties hereto shall be determined as of such termination date (except as described above), and discharged as promptly as possible thereafter, including any known claims for damages either party may have against the other for breach of the terms and conditions hereof. Any such surrender shall require delivery of possession in good condition, reasonable and ordinary wear and tear excepted and otherwise in compliance with the terms of this Agreement. Notwithstanding any termination or expiration of this Agreement, all liabilities and obligations of the parties will survive until they are fully satisfied. 10 C. If the Stadium is destroyed or otherwise rendered unusable for more than thirty (30) days for any reason (a “Casualty Event”), Stadium Manager shall give Contractor a notice within ninety (90) days after the Casualty Event stating that whether the Authority intends to rebuild or restore the Stadium. If the notice states that the Authority will not rebuild or restore the Stadium, this Agreement shall be terminated. If the notice states that the Authority intends to rebuild or restore the Stadium, the Parties’ obligations hereunder shall be abated during that period. If such notice states that the Authority reasonably believes that it will take longer than two (2) years to restore or rebuild the Stadium or, if a shorter amount of time, such amount of time is longer than the remainder of the Term, either party shall have the option of terminating this Agreement by written notice to the other at any time within one hundred and eighty (180) days after Stadium Manager gives such notice, and such termination shall be effective one hundred twenty (120) days after the other party’s receipt of such notice. Contractor shall not be entitled to any monetary or other damages or compensation from Stadium Manager in the event of a Casualty Event.

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. 11 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 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 12 for damages resulting from the use of said material for work other than the Services, including, but not limited to, the release of this material to third parties.

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

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

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 employ ee 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. NO TICES.

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

Attention: Francine Hughes, Executive Vice President and General Manager 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 confl ict 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 associ ated 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 paym ents or final payment, Stadium Manager has the right to withhold up to ten percent (10%) of the amount owed to Contractor under the affected application for payment until full compliance is achieved.

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

[Signatures continued on next page]

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

STADIUM MANAGER:

FORTY NINERS STADIUM MANAGEMENT COMPANY LLC

By:_________________________________

Name: Peter Wilhelm

Title: Chief Financial Officer

CONTRACTOR:

[INSERT CONTRACTOR NAME]

By:_________________________________

Name: [insert name]

Title: [insert title]

19 EXHIBIT A

SCOPE OF SERVICES

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

A. Overview

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

B. General Requirements

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

C. Minimum Qualifications

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

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

D. System Description

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

E. Preventive Maintenance

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

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

F. Emergency Services & Onsite Response

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

G. Levi’s Stadium Alarm Detail

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

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

H. Service Delivery

Annual Testing: Testing of all devices on the fire alarm system (required once per year) shall be performed during normal business hours Monday through Friday, 7:30 a.m. to 4:30 p.m.

Semi-Annual Testing: Water Flow, Valve Tamper Devices and Batteries (required every six months) shall be performed during normal business hours.

1. Inspection times shall be between the hours of 7:30 a.m. to 4:30 p.m.

2. Test all common area notification appliance devices (Horns, Horn/Strobes, Strobes)

3. Test common area supervisory alarms, water flow switches, temper switches, back flow preventer switches, and PIV switches

4. Test common area pull stations, heat detectors, smoke detectors, duct detectors

5. Loading test batteries on remote power supplies and fire alarm control panel

6. Prepare and submit reports

All deficiencies must be corrected within 90 days of the initial inspection.

22 EXHIBIT B

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

Item Description
6/1/2023 - 3/31/2024
Year One
Pricing
4/1/2024 - 3/31/2025
Year Two
Pricing
4/1/2025 to 3/31/2026
Year Three
Pricing
1 Fire Alarm Annual
Inspection, Testing,
Inspection and
Maintenance Services
(lump sum)
$85,100.00

$87,683.00

$90,343.00

2 Semi Annual Fire Alarm
Testing, Inspection and
Maintenance Services
$11,808.00 $12,162.00 $12,526.00
3 Labor Rates for Non-
Contracted, Scheduled
Work

Straight Time

Overtime at 1.5 times

Double Time

$165.00 per hour
$250.00 per hour
$330.00 per hour

$175.00 per hour
$265.00 per hour
$350.00 per hour

$185.00 per hour
$275.00 per hour
$370.00 per hour

Labor Rates for Non-Contracted Scheduled Work and Description of Labor Rates:

1. Normal business hours are Monday through Friday – 7:00 a.m. to 4:00 p.m.

2. All service requests are 2 hours minimum plus drive time

3. Work performed before 7:00 a.m. and after 4:00 p.m. is considered overtime and shall be charged

1.5 times the hourly rate

4. Over 8 hours worked in a day shall be charged 1.5 times the hourly rate

5. Over 40 hours worked in a week shall be charged 1.5 times the hourly rate

6. Work on Saturdays shall be charged 1.5 times the hourly rate

7. Sundays and holidays shall be charged double the hourly rate

Reimbursable Expenses for Non-Contracted Work:

1. Materials shall be provided at MSRP less 10%

2. Parking/toll

3. CAD Drawing/Prints

4. Shipping Cost

Such reimbursable expenses shall be approved by Stadium Manager prior to expenses being incurred.

23 Total Not to Exceed Amount for Three Years: $352,000 Year One – 6/1/23 through 3/31/24 - $115,000 inclusive of cost for additional services as required.

Year Two – 4/1/24 through 3/31/25 - $117,000 inclusive cost for additional services as required.

Year Three – 4/1/25 through 3/31/26 - $120,000 inclusive of cost for additional services as required.

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

24 EXHIBIT C

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

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

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

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

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

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

6. U mbrella or excess liability insurance in the amount of Two Million Dol lars ($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 capability 4 or business experience5 to perform the terms of, or operate under, this Agreement; or

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

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

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

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

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

EXHIBIT E

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

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

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

DIR Registration Number:

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

Name of Contractor
Signature
Name and Title
Dated

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

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

Name of Contractor:

By: _________________________
Signature

_________________________
Name (Print)

_________________________
Title (Print)

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-660 Agenda Date: 5/23/2023

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Report from the Stadium Authority for Action Regarding Stadium Manager’s Request to Execute Agreement with Integrated Communication Systems (ICS) for Fire Alarm Testing, Inspection, Maintenance, and Related Services at Levi’s Stadium

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

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 Stadium Management Agreement between the Stadium Authority, Stadium Manager, and Forty Niners SC Stadium Company, LLC (StadCo).

The Stadium Manager is requesting approval to execute an agreement with Integrated Communication Systems (ICS) to provide fire alarm testing, inspection, maintenance, and related services for a three-year period through March 31, 2026, with the option to extend the agreement for two additional one-year periods, in an amount not to exceed $115,000 for the first contract year, $117,000 for the second contract year, and $120,000 for the third contract year, for a total not to exceed amount of $352,000 over the three-year period.

There is an existing agreement with ICS for fire alarm testing, inspection, maintenance, and related services that will expire on May 31, 2023. At the April 18, 2023 meeting, the Board approved an Amendment No. 1 to the existing Agreement with ICS to extend the term date to May 31, 2023 and include a total not to exceed compensation amount of $10,000 for the extended term for ICS to repair deficiencies identified in their March 2023 fire alarm testing and inspection.

The Recommendation for Award Memo for the proposed Agreement with ICS was submitted in early April with an agreement start date of April 19, 2023. However, based on the recent Board approved extension of the existing Agreement for services, the Stadium Manager submitted a draft Agreement with ICS that would commence on June 1, 2023 and expire on March 31, 2026, with an option to extend the agreement for two additional one-year periods, for the Board’s approval.

DISCUSSION
Following a formal procurement process, on March 21, 2023, the Stadium Authority Board (Board) approved the Stadium Manager’s request to execute an agreement with Convergint Technologies for fire alarm testing, inspection, maintenance, and related services to commence on April 1, 2023. As noted in the Stadium Manager’s Recommendation for Award memo attached to corresponding report City of Santa Clara Printed on 5/18/2023Page 1 of 3
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23-660 Agenda Date: 5/23/2023
#23-659, Convergint Technologies took exception to the terms and conditions that were agreed upon in their initial proposal response during the agreement execution stage. Representatives from the Stadium Manager and Convergint Technologies attempted to resolve issues related to indemnity and liability provisions but could not mutually agree on the terms proposed by the vendor. Stadium Authority Counsel also reviewed the vendor’s proposed language and concurred with the Stadium Manager’s concerns.

ICS was the second highest rated Proposer in the Stadium Manager’s Request for Proposals (RFP) process. The Stadium Manager’s RFP provides the Stadium Manager the right to enter into an agreement with another Proposer in the event the originally selected Proposer defaults or fails to execute an agreement with the Stadium Manager. Staff has reviewed the supporting documentation submitted by the Stadium Manager for consistency against the Stadium Authority Procurement Policy and Santa Clara City Code Chapter 2.105.140(c) (Competitive requirements for purchases - Formal request for proposals for agreements with an amount greater than $250,000).

It should be noted that ICS’ services do not include third party maintenance services to test, inspect, and maintain the Ansul hood system. The Stadium Manager will seek a separate third-party supplier for those services.

Based on the documentation and provided information, staff recommends approval of the Stadium Manager’s request to execute an agreement with ICS to provide fire alarm testing, inspection, maintenance, and related services for a three-year period beginning June 1, 2023 through March 31, 2026, in an amount not to exceed $115,000 for the first year, $117,000 for the second contract year, and $120,000 for the third contract year, for a total not to exceed amount of $352,000 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.

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, 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 action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(a) as it has no potential for resulting in either a direct physical change in the environment, or a reasonably City of Santa Clara Printed on 5/18/2023Page 2 of 3
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foreseeable indirect physical change in 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 Stadium Lease between Stadium Authority and StadCo.

There are sufficient funds in the FY 2023/24 Shared Expenses Engineering line item to cover the agreement cost for the first year (up to $115,000, of which the Stadium Authority is responsible for up to $57,500). 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 Integrated Communication Systems (ICS) to provide fire alarm testing, inspection, maintenance, and related services at Levi’s Stadium for a three-year period beginning June 1, 2023 through March 31, 2026, in an amount not to exceed $115,000 for the first contract year, $117,000 for the second contract year, and $120,000 for the third contract year, for a total not to exceed amount of $352,000 over the three-year period, subject to budget appropriations; and

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

Prepared by: Christine Jung, Assistant to the Executive Director Approved by: Jōvan D. Grogan, Executive Director
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City of Santa Clara
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1500 Warburton Avenue
Santa Clara, CA 95050
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23-573 Agenda Date: 5/23/2023

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Request from the Stadium Manager for Retroactive Approval of Incurred Expenses for Non-NFL Events-Related Marketing, Networking, Travel, and Entertainment Activities (Deferred from April 4, 2023)

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

DISCUSSION
In March 2023, the Stadium Manager submitted a 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 Non-NFL Events-related marketing, networking, and travel and entertainment activities that occurred in Fiscal Year (FY) 2022/23. At the April 4, 2023 meeting, the Stadium Authority Board (Board) voted to continue the item until staff received a report with more detail from the Stadium Manager.

Per the Board’s direction and staff’s request, the Stadium Manager provided an updated request (Attachment 1) that includes a detail report with cost breakdown (Attachment 2), updated Non-NFL Events-related marketing, networking, travel, and entertainment activity report (Attachment 3), and updated the final amount incurred by the Stadium Manager to $39,407 for the Board’s consideration.

The Non-NFL Events-related marketing, networking, travel, and entertainment activities include the following:

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 50
th 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 - Total Spend: $7,271

9. Gridiron Stadium Network Annual Member Meeting - 3/8 - 3/10/23 - Total Spend: $4,119

10.Client/Prospect Meetings with Concacaf, Live Nation and Hard Rock Stadium - 3/23 - 3/25/23 - Total Spend: $2,854
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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
The adjusted total of $39,407 reflects final costs for the Pollstar Live Conference, Gridiron Stadium Network Annual Member Meeting, and Client/Prospect Meetings with Concacaf, Live Nation, and Hard Rock Stadium that were originally submitted as anticipated expenses but not final costs because the activities either had just concluded or had not yet occurred at the time of original submission in early March.

The Stadium Manager confirmed that the travel and expense costs related to these activities followed the Stadium Manager’s Business Expense Reimbursement Policy (Attachment 4) and provided documentation of charges.

Together, these Non-NFL Events expenses total $39,407 and will be charged to the Stadium Authority FY 2022/23 Non-NFL Events Budget, subject to the Stadium Authority Board’s approval.

The Stadium Authority is responsible for Non-NFL Events costs.

ATTACHMENTS

1. Stadium Manager’s Updated Request

2. Stadium Manager’s Detail Report

3. Stadium Manager’s Updated Non-NFL Events-Related Marketing, Networking, Travel, and Entertainment Activity Report

4. Stadium Manager’s Business Expense Reimbursement Policy City of Santa Clara Printed on 5/17/2023Page 2 of 2
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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 – Total Spend: $7,271.41

9. Gridiron Stadium Network Annual Member Meeting – 3/8 – 3/10/23 – Total Spend: $4,119.20

10. Client/Prospect Meetings with Concacaf, Live Nation and Hard Rock Stadium – 3/23 – 3/25/23 – Requested Spend: $2,854.16

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 17 opportunities is $39,406.73, 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

Request Description Date Type Amount
1 Meeting with Global Dance 5/6/2022 Travel 207.08
1 Meeting with Global Dance 5/6/2022 Meals 110.62
1 Meeting with Global Dance 5/6/2022 Hotel 367.35
2 AXS Sports Facilities & Franchises and Ticketing Symposium 9/13 - 9/15/2022 Registration 1,395.00 2 AXS Sports Facilities & Franchises and Ticketing Symposium 9/13 - 9/15/2022 Travel 194.03 2 AXS Sports Facilities & Franchises and Ticketing Symposium 9/13 - 9/15/2022 Meals 60.40 2 AXS Sports Facilities & Franchises and Ticketing Symposium 9/13 - 9/15/2022 Hotel 1,808.85 2 AXS Sports Facilities & Franchises and Ticketing Symposium 9/13 - 9/15/2022 Business Development - Client Entertainment 489.68 3 Pre-Event Dinner with Soccer United Marketing 9/24/2022 Business Development - Client Entertainment 219.81 4 Messina 50th Anniversary Pollstar Advertisement 11/7/2022 Adverising 2,267.00 5 Shipping Supplies for Client Holiday Gifts Nov-22 Supplies and Shipping 76.71 6 Meetings with AEG Presents/Concerts West Nov-22 Travel 175.64 6 Meetings with AEG Presents/Concerts West Nov-22 Meals 70.25 6 Meetings with AEG Presents/Concerts West Nov-22 Hotel 845.90 6 Meetings with AEG Presents/Concerts West Nov-22 Business Development - Client Entertainment 22.99 7 Meetings with Live Nation, AEG, LA Galaxy Nov-22 Travel 558.13 8 Pollstar Live Conference 2/21 - 2/23/2023 Registration 1,998.00 8 Pollstar Live Conference 2/21 - 2/23/2023 Travel 755.78 8 Pollstar Live Conference 2/21 - 2/23/2023 Meals 36.00 8 Pollstar Live Conference 2/21 - 2/23/2023 Hotel 3,282.47 8 Pollstar Live Conference 2/21 - 2/23/2023 Business Development - Client Entertainment 1,199.16 9 Gridiron Stadium Network Annual Meetings 3/8-3/10/2023 Travel 220.49 9 Gridiron Stadium Network Annual Meetings 3/8-3/10/2023 Flights 1501.2 9 Gridiron Stadium Network Annual Meetings 3/8-3/10/2023 Hotel 1879.12 9 Gridiron Stadium Network Annual Meetings 3/8-3/10/2023 Meals 163.23 9 Gridiron Stadium Network Annual Meetings 3/8-3/10/2023 Business Development - Client Entertainment 355.16 10 Prospect Meetings with CONCACAF, Live Nation, Hard Rock Stadium 3/23-3/25/2023 Travel 260.36 10 Prospect Meetings with CONCACAF, Live Nation, Hard Rock Stadium 3/23-3/25/2023 Flights 1034.68 10 Prospect Meetings with CONCACAF, Live Nation, Hard Rock Stadium 3/23-3/25/2023 Hotel 1036.79 10 Prospect Meetings with CONCACAF, Live Nation, Hard Rock Stadium 3/23-3/25/2023 Meals 204.72 10 Prospect Meetings with CONCACAF, Live Nation, Hard Rock Stadium 3/23-3/25/2023 Business Development - Client Entertainment 317.61 11 Meeting Professionals International Northern California Chapter Annual Conference & Expo 4/3/2023 Registration 600.00 11 Meeting Professionals International Northern California Chapter Annual Conference & Expo 4/3/2023 Parking 42.00 12 Meeting Professionals International (MPI) World Education Congress (WEC) 6/21 - 6/23-2022 Registration 1,375.00 12 Meeting Professionals International (MPI) World Education Congress (WEC) 6/21 - 6/23-2022 Travel 25.47 12 Meeting Professionals International (MPI) World Education Congress (WEC) 6/21 - 6/23-2022 Hotel 1,733.97 13 Meeting Professionals International Northern California Chapter (MPINCC) Annual Gala 7/26/2022 Registration 500.00 13 Meeting Professionals International Northern California Chapter (MPINCC) Annual Gala 7/26/2022 Travel 24.00 14 Unique Venues Marketing Campaign Sept-22 - March-23 Advertising 4,890.00 15 All Things Meetings Sales Event 10/27/2022 Registration 1,300.00 16 Connect Marketplace: Connect West - Conference 11/9-11/10/2022 Registration 3,450.00 16 Connect Marketplace: Connect West - Conference 11/9-11/10/2022 Hotel 338.17 17 Professional Convention Management Association (PCMA) Convening Leaders Conference 1/8-1/11/2023 Registration 724.00 17 Professional Convention Management Association (PCMA) Convening Leaders Conference 1/8-1/11/2023 Travel 290.05 17 Professional Convention Management Association (PCMA) Convening Leaders Conference 1/8-1/11/2023 Meals 45.74 17 Professional Convention Management Association (PCMA) Convening Leaders Conference 1/8-1/11/2023 Hotel 954.12 39,406.73
NNE Gross Revenue as reported Q3 YTD 12/31/2022 17,971,243 NNE Net Revenue + Surcharge as reported Q3 YTD 12/31/2022 9,361,830 Contract spend request as % of Gross Revenue generated from NNE 0.219% Contract spend request as % of Net Revenue + Surcharge generated from NNE 0.421% 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 13
th - 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.

Bey
ond 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

Post Event Write Up

Stadium Manager used this conference to learn from industry leaders on the latest trends, emerging revenue opportunities, and best practices for Sports Facilities and Franchises. In addition to attendance at the conference, the Stadium Manager parlayed the Nashville visit by securing meetings with Live Nation and Messina Touring Group. As previously noted in several budget submissions, in-person meetings are the most authentic form of relationship building in an industry where key decision makers are not centrally located. The meeting with Messina Touring Group proved to be one of the most advantageous as it directly led to the successful booking of 3 additional concerts for the 2023 season.

Meeting with Global Dance

The Stadium Manager successfully secured a meeting with the promoter, Global Dance in Las Vegas on May 6
th. 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.

Post Event Write Up

Stadium Manager is continuously seeking out added content and building relationships with promoters in the live entertainment industry. Global Dance has a robust portfolio of Artists, some of which are embarking on their journey to route stadium tours for the first time in their careers. This meeting was used to establish an early relationship with Global Dance as their client’s emerge into global stadium tours.

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.

Post Event Write Up
Soccer United Marketing continues to be a valuable partner and one that has presented the Stadium Manager with several opportunities over the years. This dinner was used to support the Stadium Manager’s efforts in enhancing the existing relationship with SUM in order to secure additional soccer matches for 2023 and beyond.

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 $7,396.39 to cover registration fees, travel expenses and client entertainment for up to two Stadium Manager employees.

Budget category: Dues and Subscriptions/Registration Fees: $1,998.00 Budget category: Attending Conferences, Events, Client/Prospect Meetings: $4,199.23 Budget category: Networking and Entertainment: $1,199.16 Total: $7,396.39

Post Event Write Up

Pollstar Live is the industry’s largest gathering of live entertainment professionals and is the flagship event for Pollstar Magazine. The Stadium Manager used this opportunity to attend conference sessions to gain insight on industry trends, revenue generating opportunities, and stay current on best practices. As previously noted in several budget submissions, in-person meetings are the most authentic form of relationship building in an industry where key decision makers are not centrally located. Throughout this conference Stadium Manager met with a plethora of promoters including, AEG, Live Nation, Concerts West, Feld, Oak View Group and Messina Touring Group.

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

Post Event Write Up

As previously noted in several budget submissions, in-person meetings are the most authentic form of relationship building in an industry where key decision makers are not centrally located. Stadium Manager used this meeting with AEG Presents/Concerts West to specifically discuss the potential for Levi’s Stadium to be included in the routing for an evolving global stadium tour in 2023.

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

Post Event Write Up

In-person meetings continue to pay dividends as the Stadium Manager was able to successfully secure time with the President of Live Nation’s California Region. In addition to meeting with Live Nation, the Stadium Manager was also able to meet with AEG, who is quickly becoming a predominate promoter for international soccer matches. This meeting directly led to an additional event being booked for the 2023 public event season.

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: $4, 119.20
Additional details can be found HERE

Post Event Write Up

The Head of Levi’s Stadium Events currently sits on the Gridiron Stadium Network’s Board as Vice Chair.

As an active member of the collation, the Stadium Manager has been able to utilize this invaluable network of individuals to strengthen deal terms, enhance negotiation tactics, and expand on additional content from large to small scale public events.

Client/Prospect Meetings with Concacaf, Live Nation and Hard Rock Stadium

The Stadium Manager has successfully secured meetings with Concacaf, Live Nation, and Hard Rock Stadium from March 23 - 25, 2023.

Concacaf (The Confederation of North, Central America and Caribbean Association Football) has selected Levi’s Stadium to be a host site for the international Gold Cup tournament this coming July.

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: $2, 854.16
Additional details regarding CONMEBOL Copa America can be found HERE

Post Event Write Up
Stadium Manager has quickly built a strong foundation with Concacaf (The Confederation of North, Central America, and Caribbean Association Football). This meeting was used to meet with the promoters for the first time in-person. Concacaf produces the Gold Cup, Nations League Finals and will now be spearheading the newly announced CONMEBOL Copa America coming to the United States in 2024.

This meeting was incredibly insightful as the Stadium Manager was able to use this one-on-one time to discuss the intricacies of the tournament and what qualifications are involved in order to become a host venue.

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 hospitali ty 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. Thi s 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 an d 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

More than 2,000 meeting and event professionals attended this event. Our Sales team attended as both a sales networking and educational opportunity. The team attended the opening night reception hosted at Oracle Park and networked with various planners also interested in hosting events at Levi’s Stadium.

Some key connections made at this event included: Cisco/WebEx, LinkedIn, and HashiCorp. The conversation with HashiCorp led to a proposal for a roadshow event in September of 2022 which did not move forward. All contacts and leads were entered into our database for future outreach.

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. The y “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 c
alled ACE. The one -day conference is scheduled for April 3 rd, 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 highlig ht 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 w ell as special events hosted for MPI NCC 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/northern- california/education-events/event/2022/04/05/130default-calendar/race-to-ace-2022

The sales team has conversations with TPMG (existing client) and Gilead Sciences and made stronger connections with the Discover Santa Clara and Element Santa Clara sales teams. We used this event as an opportunity to network with Bay Area event industry suppliers and event planners and continue our education on event trends, best practices, and client solutions.

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 orga nization 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 host s 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 15 th.

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

Our entire team attended this event to support our Sr. Manager of Sales and Business Development who was nominated as “Member of the Year.” The event was held in the city and included industry suppliers and partners such as Denon & Doyle, Bright Event Rentals, Giants Enterprises and Chase Center events team. Being actively involved in MPI provides our team with an opportunity to remain connected to local event professionals, learn about new event opportunities and build relationships with industry partners.

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 non- traditional properties throughout the United States and C anada 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 inc luding 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® St adium 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
As noted in the Non-NFL Marketing Plan, the Unique Venues email campaign went out to 4,600+ emails.

Of those emails, 1,536 were opened and 1,013 were clicked with a click to open rate of 66%. We received two leads from the Unique Venues email campaign totaling over $150,000 in potential gross revenue. One lead is in the proposal phase for a potential November event booking.

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 9 th – 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: $3,788.13

Website provided for additional information:
https://www.connectmeetings.com/

Key Connections Made: Imagine Experience, Sync Meeting Management, Propel, AECOM - We were able to book an event with Propel in February 2023

Leads/Follow-Ups: 50 Planners added to our database as prospects and 24 appointments received curated communication and sales collateral based on meeting conversations.

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 profess ionals 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 attendin g 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/

• 59 prospects added to our system from attending this event • Valuable networking opportunity for local market

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

PCMA Convening Leaders is an opportunity for our staff to expand on their knowledge and experience within the event industry and network with some of the larger Destination Management Organizations (DMOs) and event production agencies in the country. Our Sales team made connections with groups such as Visit California, San Francisco Travel, Connect Meetings, GO NYC and Freeman. From those meetings, there have been follow-up conversations with Visit California and Freeman on event opportunities at Levi’s Stadium.