Agenda packet — City Council and Authorities Concurrent, November 14, 2023 (part 2 of 3)

RESOLUTION NO. _____

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA

AUTHORIZING THE CITY MANAGER TO ENTER INTO

EXCLUSIVITY AGREEMENTS TO NEGOTIATE THE TERMS OF

ENERGY-RELATED PURCHASE AND SALE AGREEMENTS

WITH PROJECT DEVELOPERS

WHEREAS, to meet future load demand, achieve compliance with the City’s Climate Action Plan and State’s Renewable Portfolio Standard (RPS) program, and support the grid’s reliability, the City of Santa Clara’s Silicon Valley Power (SVP) must increase its power and capacity supply with renewable energy projects, energy storage projects, and other carbon-free resources; WHEREAS, the number of viable projects have been reduced in number because of supply chain, transmission, interconnection, and permitting issues ; WHEREAS, in ad dition, the acceleration of the State’s RPS goals combined with the ambitious clean energy goals of other utilities have led to a very competitive energy procurement environment;
WHEREAS, exclusivity agreements will assist SVP to stay competitive, nimble, selective and strategic when engaging potential counterparties; and, WHEREAS, the City Council finds it is appropriate to delegate to the City Manager the authority to enter into exclusivity agreements in furtherance of its energy procurement goals and obligations based on the Report to Council accompanying this resolution and the foregoing recitals.

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

1. The City Council of the City of Santa Clara does hereby authorize the City Manager, or designee, to negotiate, approve , and execute exclusivity agreements for th e nego tiation of energy-related purchase and sale agreements with project developers and any required amendments so long as these agreements and amendments are at no cost to the City and do not commit the City to enter into power purchase agreements or other energy-related agreements, subject to review and approval as to form by the City Attorney.

2. Effective date. This resolution shall become effecti ve immediately.

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I HEREBY CERTIFY THE FOREGOING TO BE A TRUE COPY OF A RESOLUTION PASSED

AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE ___ 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

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-1309 Agenda Date: 11/14/2023

REPORT TO COUNCIL

SUBJECT
Action on Authorizing the Use of City Electric Forces at Various Locations

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
Section 1310 of the Santa Clara City Charter, (Contracts on Public Works) states “that every contract involving an expenditure of more than one thousand dollars ($1,000) for the construction or improvement (excluding maintenance and repair) of public buildings, works, streets, drains, sewers, utilities, parks and playgrounds shall be let to the lowest responsible bidder.” The section further states that “the City Council may declare and determine that, in its opinion, the work in question may be performed better or more economically by the City with its own employees, and after the adoption of a resolution to this effect by at least four affirmative votes, it may proceed to have said work done in the manner stated, without further observance of the provisions of this section.”

DISCUSSION
Staff believes that the work described below is better and more economically performed with City forces based upon the following factors: (1) the work is limited in size and scope; (2) City forces have knowledge and training in operating and maintaining the electric system that can be leveraged to more economically perform this work; and (3) bidding out the work and contracting with a private entity would not likely result in a lower overall cost or time savings. Therefore, staff recommends that the City Council declare and determine that City forces can better perform the installation of the following electric facilities and approve the use of City forces.

Estimate Number: 36423
Location: 2333 Calle Del Mundo
Type of Service: New Business
Description of Work: Install 1 padmount switch, 4 padmount transformers, ± 775' underground high voltage cable, ± 1400' underground low voltage cable, 36 termination elbows, 12 underground high voltage splices, 6 streetlights, and 353 electric meters.

Estimated Cost: $351,225
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Estimate Number: 37902
Location: 3172 McKinley Drive
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23-1309 Agenda Date: 11/14/2023
Type of Service: New Business
Description of Work: New riser pole installation for underground service.

Estimated Cost: $4,657
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Estimate Number: 38075
Location: 2729 Columbus Place
Type of Service: New Business
Description of Work: Remove existing streetlight to be replaced by Developer and install underground wires to new streetlight.

Estimated Cost: $2,368
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Estimate Number: 38814
Location: 2241 Francis Avenue
Type of Service: New Business
Description of Work: Remove existing streetlight to be replaced by Developer and install underground wires to new streetlight.

Estimated Cost: $2,533
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Estimate Number: 38815
Location: 1657 Calabazas Boulevard
Type of Service: New Business
Description of Work: Remove existing streetlight to be replaced by Developer and install underground wires to new streetlight.

Estimated Cost: $2,369
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Estimate Number: 39003
Location: 2850 Lafayette Street
Type of Service: New Business
Description of Work: Remove cutout arm and 2 overhead transformers and existing metering.

Install fiberglass cutout arm with cutouts and fuses, 3 overhead transformers, 2 sets overhead service cables to customer panel, and 600A metering.

Estimated Cost: $18,818
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
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23-1309 Agenda Date: 11/14/2023

ENVIRONMENTAL REVIEW
Staff recommends that the City Council determine that the action being considered is exempt from the California Environmental Quality Act (“CEQA”) pursuant to the following sections of Title 14 of the California Code of Regulations: (1) section 15302(c) (Class 2 - Replacement or Reconstruction) as the proposed work involves the replacement or reconstruction of existing utility systems and/or facilities involving negligible expansion of capacity; and (2) section 15303 (Class 3 - New Construction or Conversion of Small Structures) as the proposed work involves the construction or installation of a limited number of small electric utility facilities.

FISCAL IMPACT
The funds to support the staff time for work performed by SVP and related construction materials for the work detailed in this report, totaling $381,970 are included in the Fiscal Year 2023/24 Capital Budget, New Business Estimate Work project in the Electric Utility Capital Fund. All referenced work will be performed with City Silicon Valley Power staff. Some work associated with encroachment permits may be performed by the Department of Public Works (DPW). DPW costs are recovered through payment of permit fees.

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

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

RECOMMENDATION

1. Determine the proposed action is exempt from CEQA pursuant to Sections 15302(c) (Class 2 - Replacement or Reconstruction) and 15303 (Class 3 - New Construction or Conversion of Small Structures) of Title 14 of the California Code of Regulations; and

2. Declare and determine in accordance with Section 1310 of the City Charter that the public works located at 2333 Calle Del Mundo, 3172 McKinley Drive, 2729 Columbus Place, 2241 Francis Avenue, 1657 Calabazas Boulevard, and 2850 Lafayette Street are better performed by the City with its own employees based on the information set forth in this Report to Council and authorize the performance of these public works consistent with this authorization.

Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Jovan Grogan, City Manager
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-1318 Agenda Date: 11/14/2023

REPORT TO COUNCIL

SUBJECT
Action to Authorize the Use of City Electric Forces for New Dark Fiber Installations at Various Locations

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
Section 1310 of the Santa Clara City Charter (Contracts on Public Works) states “that every contract involving an expenditure of more than one thousand dollars ($1,000) for the construction or improvement (excluding maintenance and repair) of public buildings, works, streets, drains, sewers, utilities, parks and playgrounds shall be let to the lowest responsible bidder.” The section further states that “the City Council may declare and determine that, in its opinion, the work in question may be performed better or more economically by the City with its own employees, and after the adoption of a resolution to this effect by at least four affirmative votes, it may proceed to have said work done in the manner stated, without further observance of the provisions of this section.” In 2014, Silicon Valley Power (SVP) developed a position called Fiber Splicing Technician as an in- house position to primarily perform maintenance and repairs to meet the performance standards of fiber customers, which includes City departments and commercial customers. Fiber Splicing Technician activities include basic splicing and distribution changes to fiber optic cables. The technician can also perform duties such as pulling, laying, aligning, and positioning fiber optic equipment for new connections to the fiber network. Fiber Splicing Technicians also perform fusion splicing at building entrances and in maintenance spaces. Currently, SVP employs two Fiber Splicing Technicians.

DISCUSSION
Currently, the SVP fiber optic network serves SVP, other City departments, and various commercial customers. The Fiber Splicer Technician performs a variety of specialized activities from maintenance and repair to new or re-spliced interconnections to the SVP Fiber Enterprise. Each interconnection can be unique involving different hours of labor depending on the number of fibers required to be spliced and the particular location within the network. Technician time is tracked hourly and not on a per fiber basis.

Large or extensive projects involving extending fiber cable being laid along new paths or significant distances or adding conduit or related infrastructure are performed by a construction contractor through a public works contract. SVP spends up to $1 million per year on these public works contracts.

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23-1318 Agenda Date: 11/14/2023
Staff believes that the work described below is better performed with City forces based upon the following factors: (1) the work is limited in size and scope; (2) City forces have knowledge and training in operating and maintaining and repairing the fiber optic system that can be leveraged to more economically perform this work; and (3) bidding out the work and contracting with a private entity would not likely result in a lower overall cost or time savings.

Therefore, staff recommends that the City Council declare and determine that City forces can better perform the following fiber optic projects and approve the use of City forces for such projects:

Estimate Number: FWM#1055
Location: Well 15 - 857 Hubbard Avenue (W&S SCADA)
Type of Service: Water Utility Infrastructure
Description of Work: Splice, terminate and test fibers at Well 15 for customer Water Department.

Estimated Cost: $3,772
Appropriation: Electric Utility Capital Fund (591) Project 2004 - Fiber Development Design & Expansion
Source of Revenue: Developer Contribution
Estimate Number: FWM#1361
Location: Great America Parkway & Mission College Boulevard (Engineering Department - Traffic)
Type of Service: Traffic Infrastructure
Description of Work: Splice, terminate and test fibers at Great America Parkway & Mission College Boulevard for customer Traffic.

Estimated Cost: $1,524
Appropriation: Electric Utility Capital Fund (591) Project 2004 - Fiber Development Design & Expansion
Source of Revenue: Developer Contribution
Estimate Number: FWM#1594
Location: 5101 Lafayette Street - 3080 Raymond Street
Type of Service: New Business
Description of Work: Splice, terminate and test fibers for a new point to point route from 5101 Lafayette Street to 3080 Raymond Street for a fiber lease customer.

Estimated Cost: $6,337
Appropriation: Electric Utility Capital Fund (591) Project 2004 - Fiber Development Design & Expansion
Source of Revenue: Developer Contribution
Estimate Number: FWM#1595
Location: 1205 Coleman Avenue - 3080 Raymond Street
Type of Service: New Business
Description of Work: Splice, terminate and test fibers for a new point to point route from 1205 Coleman Avenue to 3080 Raymond Street for a fiber lease customer.

Estimated Cost: $13,267
Appropriation: Electric Utility Capital Fund (591) Project 2004 - Fiber Development Design & Expansion
Source of Revenue: Developer Contribution
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23-1318 Agenda Date: 11/14/2023

ENVIRONMENTAL REVIEW
Staff recommends that the City Council determine that the action being considered is exempt from the California Environmental Quality Act (“CEQA”) pursuant to the following sections of Title 14 of the California Code of Regulations: (1) Section 15302(c) (Class 2 - Replacement or Reconstruction) as the proposed work involves the replacement or reconstruction of existing utility systems and/or facilities involving negligible expansion of capacity, and (2) Section 15303 (d) (Class 3 - New Construction or Conversion of Small Structures), as the proposed work involves the construction or installation of a limited number of small fiber utility facilities.

FISCAL IMPACT
The funds to support the staff time for work performed by SVP and related construction materials for the work detailed in this report, totaling $24,900, are included in the Fiscal Year 2023/24 Budget, Fiber Development, Design, and Expansion project in the Electric Utility Capital Fund. All referenced work will be performed with City Electric Forces (SVP staff). Some work associated with encroachment permits may be performed by the Department of Public Works (DPW). DPW costs are recovered through payment of permit fees.

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

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

RECOMMENDATION

2. Declare and determine in accordance with Section 1310 of the City Charter that the public works located at Well 15 - 857 Hubbard Ave (W&S SCADA), Great America Parkway & Mission College Blvd (Engineering Department - Traffic), 5101 Lafayette Street - 3080 Raymond Street, and 1205 Coleman Avenue - 3080 Raymond Street are better performed by the City with its own employees based on the information set forth in this Report to Council and authorize the performance of these public works consistent with this authorization.

Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Jovan D. Grogan, City Manager
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-1087 Agenda Date: 11/14/2023

REPORT TO COUNCIL

SUBJECT
Action to Adopt a Resolution to Set the Regular Meeting Schedules and Dates for the Bicycle and Pedestrian Advisory Committee for Calendar Year 2024

COUNCIL PILLAR
Enhance Community Engagement and Transparency

BACKGROUND
In the City Charter, Section 1003 states that each of the boards and commissions of the City shall hold regular meetings as required by City Code. City Code Section 2.120.030 states that each board or commission shall hold regular meetings at the times and days indicated by a resolution of the City Council, as may be amended by further resolution.

At the March 22, 2022 City Council meeting, the Council approved Ordinance No. 2043 (Attachment 1), along with changes to the Bicycle and Pedestrian Advisory Committee (BPAC) Policy Guidelines (Attachment 2) which formalized the BPAC to better align with all other City Boards, Commissions, and Committees related to membership terms and meeting rules established within the City Charter.

In addition, the revised Policy Guidelines set the dates and time of the five BPAC meetings per calendar year with each meeting starting at 4:00 p.m.

DISCUSSION
The City publishes an annual calendar of meetings for City Council, Boards, Commissions, and Committees. The purpose of this item is to set regular BPAC Meetings for 2024. The new Resolution (Attachment 3) for City Council approval establishes five regular BPAC meetings set on the fourth Monday in January, March, June, August and October with a 4:00 p.m. meeting start time for the calendar year, 2024.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA) pursuant to CEQA Guidelines section 15378(b)(5) in that it is a governmental organizational or administrative activity that will not result in direct or indirect changes in the environment.

FISCAL IMPACT
There are no additional costs to the City other than staff time and expense.

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

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23-1087 Agenda Date: 11/14/2023

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
Adopt a Resolution approving the 2024 BPAC Calendar of Meetings and setting the number and start time of BPAC meetings.

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

ATTACHMENTS

1. Ordinance No. 2043

2. BPAC Policy Guidelines

3. Resolution Approving the 2024 BPAC Calendar of Meetings, and Setting the Times and Dates of Regular Meetings
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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

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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/Fo rmalization of Bicycle and Pedestrian Advisory Committee Rev: 09/2019

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(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

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"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

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"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

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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: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

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

NORA PIMENTEL, MM

ASSISTANT CITY CLERK

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

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BPAC Policy Guidelines – Revision Year 2021

City of Santa Clara
Bicycle and Pedestrian Advisory Committee
Policy Guidelines

The Bicycle Advisory Committee (BAC) was established by the Santa Clara City Council on May 28, 1991. On March 25, 2014 the Bicycle Advisory Committee was changed to the Bicycle and Pedestrian Advisory Committee (BPAC) by the Santa Clara City Council.

Section 1. Purpose

The purpose and responsibilities of the BPAC are described in Section 2.120.170 of the City Code. Its intent shall be to encourage recreational and commuter bicycling and walking in the City by promoting safe, convenient, well-designed facilities, and by evaluating local bicycle and pedestrian related projects.

It is intended that the BPAC shall be an advisory committee to the City Council and nothing herein contained shall be construed as a limitation on the power of the City Council or the administrative staff of the City in their supervision or authority over property or personnel, which are under their jurisdictions.

Section 2. Membership

The BPAC is currently comprised of nine (9) members, which consists of eight (8) regular members and one (1) Chairperson or alternate that is the Mayor or Councilperson designated by City Council.

After June 2025, the BPAC shall be comprised of seven (7) members, which consists of seven (7) regular members. One regular member shall be appointed by the BPAC as Chair.

Representatives from Mission College, the Santa Clara Unified School District and the Silicon Valley Bicycle Coalition are encouraged to be members.

The City of Santa Clara adopted a Code of Ethics and Values to promote and maintain the highest standards of personal and professional conduct in the City’s government.

All members are required to subscribe to this Code, understand how it applies to their specific responsibilities, and practice its core values in their work.

Section 3. Term of Office, Vacancies, and Removal
Members shall serve for a term of four years and until their respective successors are appointed and qualified. The maximum time a member may serve is two consecutive full terms. If an individual is appointed to fill a partial term, they may still serve two additional full terms of office. After a lapse of at least two years, an individual is eligible

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BPAC Policy Guidelines – Revision Year 2021
to reapply to serve on the committee and the same application process would apply as for individuals who had never served.

The application process for membership shall be in accordance with the City of Santa Clara Guide for Board, Commissions, and Committee Applicants.

To allow for staggered terms and to phase in the change to seven (7) members:
 Three (3) members appointed in December of 2019 will have a term of office expiring on June 30, 2023. All three (3) vacancies shall be filled  Two (2) members appointed in December of 2020 will have a term of office expiring on June 30, 2024. All two (2) vacancies shall be filled  Three (3) members appointed on December of 2021 will have a term of office expiring on June 30, 2025. Two (2) of three (3) vacancies shall be filled

Any vacancies from whatever cause arising, shall be filled by appointment by the City Council. Upon a vacancy occurring leaving an unexpired portion of a term, any appointment to fill such vacancy shall be for the unexpired portion of such term. If a member of a board or commission absents himself/herself from three regular meetings of such board or commission, consecutively, unless with permission of such board or commission expressed in its official minutes, or is convicted of a crime involving moral turpitude, or ceases to be a qualified elector of the City, his/her office shall be vacant and shall be so declared by the City Council.

The members shall be appointed, and shall be subject to removal, by motion of the City Council adopted by at least four affirmative votes.

Section 4. Meetings

The BPAC shall hold meetings on the fourth Monday in January, March, June, August and October at 4:00 p.m. at City Hall. The actual date of meeting can be changed.

Additional meetings can be recommended by a quorum of the committee and approved by the City Manager. All meetings shall be open to the public and notices and agendas shall be posted at City Hall as required by law.

A majority of the members of the BPAC shall constitute a quorum for the transaction of business.

The affirmative or negative vote of a majority of the entire membership shall be necessary for it to take action.

Section 5. Assistance of Staff

The BPAC may utilize City personnel as described in Section 2.120.040 of the City Code. The BPAC’s requests may from time to time be prioritized subject to staff limitations. The City Manager has appointed the Director of Public Works and the Chief of Police or their designees to staff the BPAC.

Page 3 of 3 ends

BPAC Policy Guidelines – Revision Year 2021

Section 6. Amendments

Amendments to the guidelines may be recommended by a quorum of the BPAC membership at any legal BPAC meeting, subject to approval by City Council.

RECOMMENDED FOR ADOPTION by the Bicycle and Pedestrian Advisory Committee this __ day of [MONTH, YEAR].

PASSED AND ADOPTED by the Santa Clara City Council this __ day of [MONTH, YEAR].

RESOLUTION NO.

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA

APPROVING THE BICYCLE AND PEDESTRIA N ADVISORY
COMMITTEE CALENDAR OF MEETINGS FOR 2024 AND SETTING

THE NUMBER AND START TIME OF BICYCLE AND PEDESTRIAN

ADVISORY COMMITTEE MEETINGS

WHEREAS, Section 2.120.030 of the Santa Clara City Code (“SCCC”) requires City boards and commissions to hold regular meetings at the times and on the days indicated by resolution of the Council;
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 March 25, 2014 City Council meeting, the Council approved to change the Committee to the Bicycle and Pedestrian Advisory Committee (BPAC) and related policy guidelines which included dates and times of the meetings; 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;
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;

//
Resolution/Bicycle and Pedestrian Advisory Committee Calendar of Meetings 2024 Page 1 of 3 Rev: 07/27/2023
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; and, WHEREAS, at the March 22, 2022 City Council meeting, the Council approved Ordinance No. 2043 that clearly sets forth the composition of the membership of the BPAC and scope of the BPAC’s jurisdiction and revised policy guidelines which sets the dates and times of the BPAC meetings to the fourth Monday in January, March, June, August and October at 4 P.M..

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

1. That the City Council hereby finds that the above Recitals are true and correct and by this reference makes them a part hereof.

2. That the City Council herby approves setting the BPAC meeting start time at 4:00 p.m., and establishes five (5) meetings for calendar year 2024, set on the fourth Monday in January, March, June, August and October.

3. That the City Council hereby approves the BPAC Schedule of Meetings for 2024, attached hereto.

4. Effective date. This resolution shall become effective immediately.

Resolution/Bicycle and Pedestrian Advisory Committee Calendar of Meetings 2024 Page 2 of 3 Rev: 07/27/2023

I HEREBY CERTIFY THE FOREGOING TO BE A TRUE COPY OF A RESOLUTION PASSED

AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE 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:

1. Proposed Bicycle and Pedestrian Advisory Committee Meeting Schedule 2024

Resolution/Bicycle and Pedestrian Advisory Committee Calendar of Meetings 2024
Rev: 07/27/2023

Page 3 of 3 ends

BICYCLE AND

PEDESTRIAN

ADVISORY COMMITTEE
City Hall – Council Chambers
1500 Warburton Avenue Santa
Clara, CA 95050
Schedule of
Meetings 2024
Regular meetings are typically held on the fourth Monday of the months of January, March, June, August and October, beginning at 4:00 p.m., in the City Hall – Council Chambers.

Meeting Dates
▪ January 22, 2024
▪ March 25, 2024
▪ June 24, 2024
▪ August 26, 2024
▪ October 28, 2024
City of
Santa Clara
The Center of What 's Possible
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-1088 Agenda Date: 11/14/2023

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on Stadium Authority Bills and Claims for the Month of August 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 the invoiced goods or services have been provided.

The Bills and Claims listing represents the cash disbursements required of normal and usual operations during August 2023. Budget control is set by the Stadium Authority Board through the budget adoption process.

DISCUSSION
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 applicable contracts or laws, among other reasons. The Stadium Authority may raise such questions with respect to any charge at any time before a fiscal year-end reconciliation/true-up and the Stadium Manager must assess and respond to such questions in good faith.

At its March 7, 2023 meeting, the Stadium Authority Board adopted the Santa Clara Stadium Authority Fiscal Year 2023-24 Operating, Debt Service, and Capital Budget which runs from April 1, 2023 to March 31, 2024. Expenses paid in August 2023 include:
· Payments totaling $199,975.25 to the City of Santa Clara 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)) · Payment totaling $1,498,786.97 to Forty Niners Stadium Management Co, LLC for August 2023 Stadium Manager Expenses
· Payment totaling $124,640.00 to Bear Electrical Solutions, Inc. for CapEx Project - LED Retrofit Project - Exterior Luminaire Light Fixtures
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23-1088 Agenda Date: 11/14/2023
· Payment totaling $36,056.00 to Blocka Construction, Inc. for CapEx Project - Variable Frequency Drive(s)
· Payment totaling $258,657.20 to Blue’s Roofing Co. for CapEx Project - General Areas / Coatings Main Deck
· Payment totaling $86,593.05 to Cupertino Electric, Inc. for CapEx Project - Distribution - High Voltage (480V Electrical Power Study, Assessment and Replacements - Phase 2) · Payment totaling $260,030.20 to Devcon Construction, Inc. for CapEx Project - New Seating - Bowl Padded Seat Replacement Project - Lower and Mid Level Club Seating Bowl · Payment totaling $1,584.10 to EyeP Solutions, Inc. for CapEx Project - Bowl Camera Upgrade / Refurbishment
· Payment totaling $7,450.00 to HKS Architects, Inc. for CapEx Project - CO2 Monitoring & Sensors for Code Compliance
· Payment totaling $4,863.99 to InTWO, Inc. for Financial Management System Monthly Services (June 2023)
· Payment totaling $77.50 for Legal Services (June 2023) · Payment totaling $7,164.05 to M. Arthur Gensler Jr. & Associates, Inc. for the following:
o $3,712.50 for CapEx Project - Stadium Event Signage
o $3,451.55 for CapEx Project - Concrete Replacements
· Payment totaling $73,932.41 to Presidio Networked Solutions Group, LLC for CapEx Project - Replacement of End of Life Network Equipment
· Payment totaling $28,688.10 to United Mechanical, Inc. for CapEx Project - Cooling Towers · Payments totaling $11,957.19 to Wilson, Ihrig & Associates, Inc. for Stadium Noise Monitoring Services (April - July 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 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 August 2023.

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23-1088 Agenda Date: 11/14/2023
Reviewed by: Kenn Lee, Treasurer
Approved by: Jovan D. Grogan, Executive Director

ATTACHMENTS

1. August 2023 SCSA Bills and Claims
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Payment Date Vendor Invoice No. Description Fund Amount 8/15/2023 Bank of America N/A July 2023 Bank Fees - CapEx Reserve Account CapEx 680.64 8/15/2023 Bank of America N/A July 2023 Bank Fees - Operating Reserve Account Operating 433.89 1,114.53
8/1/2023 City of Santa Clara N/A B2314 SCSA Admin Payroll Costs Operating 51,502.90 8/29/2023 City of Santa Clara N/A B2315 SCSA Admin Payroll Costs Operating 62,284.14 8/29/2023 City of Santa Clara N/A B2316 SCSA Admin Payroll Costs Operating 86,188.21 199,975.25
8/1/2023 Forty Niners Stadium Management Co, LLC SLS-24166 August 2023 Stadium Manager Expenses - Security Operating 132,276.03 8/1/2023 Forty Niners Stadium Management Co, LLC SLS-24166 August 2023 Stadium Manager Expenses - Stadium Ops Operating 381,670.06 8/1/2023 Forty Niners Stadium Management Co, LLC SLS-24166 August 2023 Stadium Manager Expenses - Engineering Operating 226,068.86 8/1/2023 Forty Niners Stadium Management Co, LLC SLS-24166 August 2023 Stadium Manager Expenses - Guest Services Operating 54,270.34 8/1/2023 Forty Niners Stadium Management Co, LLC SLS-24166 August 2023 Stadium Manager Expenses - Groundskeeping Operating 55,112.25 8/1/2023 Forty Niners Stadium Management Co, LLC SLS-24166 August 2023 Stadium Manager Expenses - SBL Sales & Service Operating 409, 804.34 8/1/2023 Forty Niners Stadium Management Co, LLC SLS-24166 August 2023 Stadium Manager Expenses - Insurance Operating 84,161.95 8/1/2023 Forty Niners Stadium Management Co, LLC SLS-24166 August 2023 Stadium Manager Expenses - Use of StadCo Tenant Improvement s Operating 1,435.24 8/1/2023 Forty Niners Stadium Management Co, LLC SLS-24166 August 2023 Stadium Manager Expenses - Management Company Base Fee (50% share) Operating 92,855.43 8/1/2023 Forty Niners Stadium Management Co, LLC SLS-24166 August 2023 Stadium Manager Expenses - Other G&A Operating 52,799.14 8/1/2023 Forty Niners Stadium Management Co, LLC SLS-24166 August 2023 Stadium Manager Expenses - Lender Fees Operating 8,333.33 1,498,786.97
8/8/2023 Bear Electrical Solutions, Inc. 19051 CapEx Project - LED Retrofit Project - Exterior Luminaire Light Fixtures CapEx 124,640.00 8/8/2023 Blocka Construction, Inc. 13676 CapEx Project - Variable Frequency Drives CapEx 36,056.00 8/8/2023 Blue's Roofing Co. 31118 CapEx Project - General Areas / Coatings Main Deck CapEx 258,657.20 8/8/2023 Cupertino Electric, Inc. 94448
CapEx Project - Distribution - High Voltage (480V Electrical Power Study, Assessment and Replacements - Phase 2) CapEx 86,593.05
8/23/2023 Devcon Construction, Inc. 88660
CapEx Project - New Seating - Bowl Padded Seat Replacement Project - Lower and Mid Level Club Seating Bowl CapEx 260,030.20
8/8/2023 EyeP Solutions, Inc. 23-319 CapEx Project - Bowl Camera Upgrade / Refurbishment CapEx 1,584.10 8/8/2023 HKS Architects, Inc. 25326.003-1051731 CapEx Project - CO2 Monitoring & Sensors for Code Compliance CapEx 7,450.00 8/2/2023 InTWO, Inc. 32719 Financial Management System Monthly Services (June 2023) Operating 4,863.99 8/16/2023 Jeffer Mangels Butler & Mitchell LLP 1890946 Legal Services (June 2023) Operating 77.50 8/23/2023 M. Arthur Gensler Jr. & Associates, Inc. 1074388 CapEx Project - Stadium Event Signage CapEx 2,275.00 8/23/2023 M. Arthur Gensler Jr. & Associates, Inc. 1079315 CapEx Project - Stadium Event Signage CapEx 1,437.50 8/23/2023 M. Arthur Gensler Jr. & Associates, Inc. 1079024 CapEx Project - Concrete Replacements CapEx 3,451.55 7,164.05
Santa Clara Stadium Authority
Bills and Claims
Expenses Paid by Wire or ACH Transfer
For the Month of August 2023

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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 August 2023
8/28/2023 Presidio Networked Solutions Group, LLC 6013223006731 CapEx Project - Replacement of End of Life Network Equipment CapEx 25,545.67 8/28/2023 Presidio Networked Solutions Group, LLC 6013223007444 CapEx Project - Replacement of End of Life Network Equipment CapEx 48,386.74 73,932.41
8/8/2023 United Mechanical, Inc. 169307 CapEx Project - Cooling Towers CapEx 28,688.10 8/14/2023 Wilson, Ihrig & Associates, Inc. 22162N1 Stadium Noise Monitoring Services (April - May 2023) Operating 4,895.00 8/14/2023 Wilson, Ihrig & Associates, Inc. 22162N2 Stadium Noise Monitoring Services (June 2023) Operating 2,092.50 8/25/2023 Wilson, Ihrig & Associates, Inc. 22162N3 Stadium Noise Monitoring Services (July 2023) Operating 4,969.69 11,957.19
August 2023 Total 2,601,570.54$

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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-962 Agenda Date: 11/14/2023

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on the Santa Clara Stadium Authority Financial Status Report for Quarter Ending June 30, 2023 and Approve Related Budget Amendments

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

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

This report provides information covering the Stadium Authority’s first quarter of the 2023/24 fiscal year (FY), which runs from April 1, 2023 to June 30, 2023.

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

Additionally, staff is recommending amendments to the FY 2023/24 Stadium Authority Budget to account for the results of the prior year’s financial performance, Stadium Manager expense true-ups from FY 2022/23, and additional capital projects.

DISCUSSION
The attached financial status reports provide information covering the Stadium Authority’s first quarter (April 1, 2023 - June 30, 2023) of FY 2023/24. The reports summarize National Football League (“NFL”) and Non-NFL event activity at Levi’s
® Stadium and describes the financial impact of these
events on the Stadium Authority and City since FY 2014/15. The report also provides the budget to actual revenue and expense summaries for the operating, debt service, and capital funds. Analysis of the financial activity through the fiscal year measures the adherence to the budget and allows the Stadium Authority to monitor and project revenues and expenses. Any significant variances are explained in the report.

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23-962 Agenda Date: 11/14/2023
NFL Event Revenue and Expenses
There were no NFL games held in the first quarter of the FY 2023/24. Levi’s® Stadium hosted the first 49ers pre-season game of the 2023 season on August 13, 2023, which will be included in the report for the second quarter.

Non-NFL Event Revenue and Expenses
There was one ticketed Non-NFL event and 22 special events which are detailed in the report. The Non-NFL event ticket sales generated $164,000 in ticket surcharge revenue, half of which funded the Discretionary Fund. Public safety costs for these events totaled $368,000 all of which will be fully reimbursed to the City.

When combining ticketed and non-ticketed Non-NFL revenues to date, the table below shows approximately $1,386,440 in net revenue (excluding surcharge revenue) through the end of the first quarter. It should be noted the financial information provided are a draft and subject to change as additional revenues and/or expenditures are recorded.

No. of
Events Net Revenue
Ticketed Events
Concerts 0 -$
Sporting Events:

Soccer 1 177,806
Net Revenue from Ticketed Events 1 177,806$
Net Revenue from Special Events (weddings, corporate events, etc.) 22 772,876 Other Operating Income(1) 726,948
Other Expenses(2) (291,190)
Net Revenue from Non-NFL Events (3) 23 1,386,440$
(2) Other Operating Expenses are expenses not attributable to a specific event. Examples are event selling expenses, adminstrative expenses and miscellaneous costs.

Levi's® Stadium
Net Revenue for Non-NFL Events by Event Type
As of June 30, 2023
Event Type
(1) Other Operating Income are income not attributable to a specific event. Examples are interest income and reimbursements unrelated to a specific event.
(3) Net Revenue from Non-NFL Events does not include Non-NFL Event Ticket Surcharge of $164,000.

Stadium Builder Licenses (“SBLs”)
SBLs account for 19% of the Stadium Authority’s annual budgeted revenue in FY 2023/24. There is a total of 63,506 currently active SBLs which is 96% of the 66,136 total sellable SBL seats. Through the first quarter, since inception, the value of the active SBLs amount to $549 million of which $525 million has already been collected.

Stadium Authority Budgets
The detailed analysis of Stadium Authority budget to actual financials through the first quarter is provided in the attached Financial Status Reports. In summary, total operating revenues were $7.2 million representing 11% of the overall budget for revenues and total operating expenses were $5.3 million or 20% of the budget. The debt service fund was able to pay down $15.7 million in debt, bringing total Stadium Authority debt down to $229.6 million. Capital expenses were $2.4 million City of Santa Clara Printed on 11/9/2023Page 2 of 5
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23-962 Agenda Date: 11/14/2023
representing 11% of the overall CIP budget.

FY 2023/24 Stadium Authority Budget Adjustments
From time to time, budget adjustments may be necessary to align revenues or expenditures to actual or unexpected activity during the course of a fiscal year, known after the adoption of the Stadium Authority Budget. On March 7, 2023, the Stadium Authority Board adopted the Santa Clara Stadium Authority FY 2023/24 Operating, Debt Service, and Capital Budget. As of the timing of the publication of this report, additional information from FY 2023/24 has resulted in recommended budget adjustments as follows:

Operating Budget:
1) Beginning Fund Balance / Ending Fund Balance Adjustment - The FY 2022/23 year-end actual was completed and fund balance adjustments totaling net $2.3 million are necessary adjustments to the FY 2023/24 beginning and ending fund balances. Because the adoption of budget is conducted in March, estimates are used to determine the beginning and ending fund balances, including reserve amounts.
2) Establishing Reserves in Fund Balance - The Operating Reserve, Renovation / Demolition Reserve, Discretionary Fund Reserve are presented separately in the Stadium Authority Budget, however, are not itemized in the Operating Fund Budget. These line items are more appropriately classified as reserves in the beginning and ending fund balance. Technical adjustment totaling $30.7 million are recommended to establish these line items to its separate reserves in the fund balance.
3) Stadium Management Fee - The Management Performance fee owed to the Stadium Manager is outlined in the Stadium Management Agreement. The Stadium Manager receives an annual base management fee that is split 50/50 between StadCo and the Stadium Authority since the Stadium Manager manages the stadium year-round for both entities. In addition to the base management fee of $253,354, the Stadium Manager also receives a stadium marketing and booking fee based on a tiered percentage of the net Non-NFL events revenue that exceeds the Marketing and Booking Fee Benchmark. For FY2022/23, the Stadium Manager earned an additional $255,370 in stadium marketing and booking fee for exceeding the based tiered net Non-NFL events revenues. The FY 2022/23 Non-NFL events revenues were higher than forecasted which resulted in additional Management Performance Fee owed to the Stadium Manager for FY 2022/23. A total management fee (base and performance) of $508,724 is due to the Stadium Manager. A fee of $354,000 is budgeted in FY 2023/24 which is sufficient to cover the base fee for FY 2023/24 and only a portion of the performance fee for FY 2022/23.

Therefore, a budget amendment of $162,515 is needed to reflect the increase in payment to the Stadium Manager in accordance with the Stadium Management Agreement. 4) StadCo Tenant Improvements - Use of StadCo Tenant Improvements is projected to be higher than anticipated by $13,065 due to more Non-NFL Events being booked for FY 2023/24. The Stadium Authority is charged a fee for using StadCo designated areas as defined in the Stadium Lease Agreement for Non-NFL Events.

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5) Transfers Out/Reserves - The Discretionary Fund Reserve, Operating Reserve, and Renovation/Demolition Reserve are currently presented as a projection of funds transferred to reserve in FY 2023/24 in the Operating Fund Budget. After a review of the budgetary treatment of these reserves, and to align with the reserve practices in the City, net-zero technical adjustments a totaling $7.0 million, are necessary to move these three reserves to fund balance reserves rather than Transfers Out.
6) Legal Contingency Reserves - The Legal Contingency Reserves for Buffet Costs and Public Safety Costs are currently presented as an expense item in the Other Operating Expenses category, these line-items are more appropriately classified as reserves until a determination is made to appropriate and spend these funds. Net-zero technical adjustments totaling $3.1 million are recommended to reallocate these line items to reserves.

Debt Service Budget:
1) Beginning Fund Balance / Ending Fund Balance Adjustment - The FY 2022/23 year-end actual was completed and fund balance adjustments reconciliation are necessary adjustments to the FY 2023/24 beginning and ending fund balances. Because the adoption of budget is conducted in March, estimates are used to determine the beginning and ending fund balances, including reserve amounts.

CIP Budget:
1) Beginning Fund Balance / Ending Fund Balance Adjustment - The FY 2022/23 year-end actual was completed and fund balance adjustments reconciliation are necessary adjustments to the FY 2023/24 beginning and ending fund balances. Because the adoption of budget is conducted in March, estimates are used to determine the beginning and ending fund balances, including reserve amounts.
2) Fingerprinting Equipment - The Police Department’s existing fingerprinting equipment will reach its end of life in February of 2024. As such, the department is requesting to purchase the replacement fingerprinting hardware and associated maintenance for Levi’s Stadium. This purchase is needed to allow them to obtain fingerprints as a part of the booking process at Levi’s Stadium. The expected useful life for this equipment is 5 years. A budget adjustment of $10,720 is needed to include this equipment as a part of the FY 2023/24 CIP Budget. 3) Projectile Launchers - The Police Department is requesting to purchase replacement SCSA equipment that have current advances in the equipment’s use, utility, fabrication and design and which is more comparable/consistent in its operation and features with equipment purchased by the City for city use in 2022. This purchase is needed to allow staff to enhance its de-escalation resources and response as may be necessary at Levi’s Stadium. The expected useful life for this equipment is 20 years. A budget adjustment of $5,508 is needed to include this equipment as a part of the FY 2023/24 CIP Budget.

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ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(b)(5) in that it is an administrative activity that will not result in direct or indirect physical changes in the environment.

FISCAL IMPACT
From time to time, adjustments to the budget are required to reflect new information, align budgets with actual revenues and expenses, and correct for inadvertent errors. Attachment 2 includes adjustments in the Operating Budget to recognize and appropriate funds to pay additional Stadium Management Fee, StadCo Tenant Improvements and Stadium Manager Shared Expenses True-up; establish the reserves in the Fund Balance; correct the treatment of Beginning and Ending Fund Balances, Transfers Out and Reserves to align the Stadium Authority Budget to City budgeting practices; and adjust the Beginning Fund Balance to true up fund balances based on actual FY 2022/23 performance. In the Debt Service Budget, a technical adjustment to true up the Beginning Fund Balance based on actual FY 2022/23 performance is recommended. In the Capital Budget, recognition and appropriation of two equipment purchases and technical adjustment to true up the Beginning Fund Balance based on actual FY 2022/23 performance is recommended.

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

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

RECOMMENDATION

1. Note and file the Santa Clara Stadium Authority Financial Status Report for the Quarter Ending June 30, 2023; and

2. Approve the FY 2023/24 Budget Amendments in the Operating Budget in the amount of $34,626,312, Debt Service Budget in the amount of $1,232,726 and Capital Budget in the amount of $235,538 to make technical actions to true up fund balances based on actual FY 2022/23 performance, correct the treatment of Beginning and Ending Fund Balances, Transfers Out and Reserves to align the Stadium Authority Budget to City budgeting practices, and recognize and appropriate funds to pay additional Stadium Manager expenses and capital equipment purchases in the Operating and Capital Budget.

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

ATTACHMENTS

1. SCSA Financial Status Report for the Quarter Ending June 30, 2023

2. FY 2023/24 Budget Amendments
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SCSA

Santa Clara Stadium Authority

SANTA CLARA

STADIUM AUTHORITY

FINANCIAL STATUS REPORT

Quarter Ending June 30, 2023

November 14, 2023
'==: WELCOME TO ee,as
LEVI ' S ® STADIUM
1 Table of Contents
Introduction ................................................................................................................................... 2 NFL Events ................................................................................................................................... 3 Non-NFL Events ........................................................................................................................... 3 Discretionary Fund ........................................................................................................................ 8 Stadium Builder Licenses ............................................................................................................. 8 Santa Clara Stadium Authority Budget Status Reports .............................................................. 11 Operating Budget .................................................................................................................... 11 Debt Service Budget ............................................................................................................... 18 Capital Improvement Project Budget ....................................................................................... 22 City of Santa Clara Net General Fund Impact ............................................................................ 26 Public Safety and Administrative Cost Reimbursement .......................................................... 26 Rents and Senior and Youth Fee ............................................................................................ 27 Other Revenue Impacts .......................................................................................................... 27 Glossary ...................................................................................................................................... 28 2 Introduction
This Santa Clara Stadium Au thority (“Stadium Authorit y”) Financial Status Report provides information covering the first quarte r of the Stadium Authority’s 2023/24 fiscal year (“FY”) which ended on June 30, 2023. Comparative data from prior fiscal years is also included.

In addition to these quarterly reports, the Stadium Auth ority produces annual financial statements. The FY 2022/23 financial statements were audit ed by an external audit firm and presented to the Stadium Authority’s Audit Commi ttee on August 30, 2023 and approved by the Stadium Authority Board (“Board”) on September 19, 2023. The financial statements are published on the Stadium Authority’s website.

The Stadium Authority also pr epares a detailed b udget prior to the beginning of each fiscal year. The FY 2023/24 budget was adopted by the Board on March 7, 2023.

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

Methodology
Information provided in this report was bas ed in part on documentation submitted by Stadium Manager. Specifically, National Football League (NFL) and Non-NFL event statistics and financial information relati ng to the Stadium Manager expenses are provided by the Stadium Manager. Stadium Au thority staff has access to selected financial information submitted by the St adium Manager provided through the Stadium Authority’s Financial Management System and event reports received for Non-NFL events. These reports are received 45 days after each event for events with attendance greater than 25,000. More detailed documents are received within 90 days after the close of the quarter. For all other financial information, a full detailed review and/or audit of source documentation has not been completed by the Stadium Authority for this report.

The Stadium Authority has contracted with JS Held , a forensic accounting firm, to review and evaluate Non-NFL event financial informati on from prior years, including source documentation. This report was discussed with the Board at the December 1, 2020 and September 26, 2023 Stadium Aut hority Board meeting. The City Auditor’s Office is working with JS Held to determine the need for the review of additional historical years.

The information provided reflects the best known and available at the time of the writing of this report and is subject to further revision and review. Revisions may occur based on the timing of revenue and expenditure activity for events in this quarter that continue beyond the timing of this report. Consequently, the Board’s notation and filing of this report should not be considered an approval of the accuracy of the information in the report. 3 NFL Events
This section provides fiscal year to date and comparative data for NFL games categorized as pre-season and regular season games. T here were no NFL games held during the first quarter of FY 2023/24. Levi’s ® Stadium hosted the first 49ers pre-season game of the 2023 season on August 13, 2023, which will be included in the report for the second quarter.

Non-NFL Events
This section provides year to date and comparative data for Non-NFL events categorized as events ranging from high school and colle ge football games, international soccer matches, concerts, wedding fairs, and special events. During the current reporting period, there were a total of 41,000 tickets sold for the one ticketed Non-NFL event that was held, resulting in $164,000 Non-NFL event ticket surcharge revenue (from the $4 per ticket Non-NFL event surcharge). This is a decrease in ticket surcharge revenue of $38,000 or 19% over the same period in the prior year. The ticketed Non-NFL event in the current reporting period was a sporting event with lower attendance when compared to the large-scale concert event that took place in the same period in the prior year, resulting in the decrease in ticket surcharge revenue.

Stadium Manager reports that th ere were also 22 smaller special events held at Levi’s ® Stadium which is three more events than in the same period in the prior fiscal year. The attendance at these events also increased from 9,996 in the prior period to 12,632 in the current year, a 26% increase. Examples of these special events include corporate events of various sizes, weddings, holiday parties, high school dances, etc.

In correlation with the Non-NFL events held during the current r eporting period, there were 4,497 cars parked at these offsite lo ts and the City earned a total of $28,000 in related offsite parking fees, which is derived from the $6.13 per parking space fee that supports public safety costs associated with the permitted offsite parking lots. The offsite parking fee invoices can take up to a few mont hs to be fully paid. The City has received $6,400 of the offsite parking fees as of the date of this report.

Total Non-NFL event public safety costs were $368,000 a decrease of $56,000 from the prior year. The decrease in cost is due to smaller scale events being held in the current year when compared to the prior year. Of these costs, $28,000 was covered by the offsite parking fee. The remaining $340,000 was invoiced to the Stadium Manager which will be reimbursed to the City. Reim bursements usually take betw een 3 to 6 months from the event date due to the timing of third-party invoices and payment from the Stadium Manager.

Statistics for FY 2023/24 events are shown in Table 1 and comparative data from all ten years of operations are shown in Table 2.
4 Table 1

Event 1 2023/24
YTD Total
No. of Scanned Attendees 36,933 - 36,933 No. of Tickets Sold 41,000 - 41,000 Non-NFL Ticket Surcharge 164,000 - 164,000 No. of Non-NFL Special Events 22 22 Non-NFL Special Event Attendees 12,632 12,632 Cars Parked at Offsite Lots 4,497 - 4,497 City Offsite Parking Fee 27,567 - 27,567 Stadium Public Safety Costs 366,913 1,145 368,058 Less: Offsite Parking Fee Credit (27,567) (27,567) Reimbursable Public Safety Costs 339,346 1,145 340,491 Amount Reimbursed - - - Levi's® Stadium
FY 2023/24 Non-NFL Event Statistics
As of June 30, 2023
2023/24 YTD
Special Events
5 Table 2

2014/15 Q1 2015/16 Q1 2016/17 Q1 2017/18 Q1 2018/19 Q1 2019/20 Q1 2020/21 Q1 2021/22 Q1 2022/23 Q1 2023/24 Q1 Total(1) Total Total Total Total Total Total Total Total Total No. of non-NFL Ticketed Events - 6 8 4 4 3 - - 1 1 No. of Tickets Sold - 284,352 351,837 90,456 115,661 57,344 - - 50,478 41,000 Non-NFL Ticket Surcharge -$ 1,137,408$ 1,407,348$ 361,824$ 462,444$ 229,376$ -$ -$ 201,912$ 164,000$ No. of Non-NFL Special Events - 62 31 25 24 20 - - 19 22 Non-NFL Special Event Attendees - 19,345 13,709 8,438 13,683 5,737 - - 9,996 12,632 Cars Parked at Offsite Lots - 27,215 34,376 7,939 10,495 5,251 - - 5,666 4,497 City Offsite Parking Fee -$ 133,898$ 174,632$ 41,600$ 56,883$ 29,563$ -$ -$ 33,486$ 27,567$ Cars Parked on Golf Course - 9,465 9,562 - - - - - - - City Golf Course Parking Fee -$ 47,325$ 47,810$ -$ -$ -$ -$ -$ -$ -$ Stadium Public Safety Costs (2)
-$ 1,425,075$ 1,721,055$ 475,003$ 707,108$ 337,972$ -$ 423,650$ 368,058$ Golf Course Public Safety Costs -$ 73,951$ 39,905$ -$ -$ -$ -$ -$ -$ -$ Subtotal Event Public Safety Costs -$ 1,499,026$ 1,760,960$ 475,003$ 707,108$ 337,972$ -$ -$ 423,650$ 368,058$ Less: Offsite Parking Fee Credit -$ (133,898)$ (174,632)$ (41,600)$ (56,883)$ (29,563)$ -$ -$ (33,486)$ (27,567)$ Reimbursable Public Safety Costs -$ 1,365,128$ 1,586,328$ 433,403$ 650,225$ 308,409$ -$ -$ 390,164$ 340,491$ Amount Reimbursed -$ 1,365,128$ 1,586,328$ 433,403$ 650,225$ 308,409$ -$ -$ 368,338$ -$ Levi's® Stadium
Historical Non-NFL Event Statistics(1)
6 Table 3 and 4 show Non-NFL net revenue by event type and event revenue and expenses by category.

For FY 2023/24, the Stadium Manager anticipates Non-NFL events to result in estimated net profits of $4.5 million, as cited in the FY 2023/24 Adopted Stadium Authority Budget.

In the first quarter of FY 2023/24, ticke ted events and non-ticketed special events contributed $178,000 and $773,000 in net profits, respectively. There was also additional interest income of $727,000 earned on Non-NFL events ca sh reserves. Offset by $291,000 of non-event specific other expenses, Stadium Manager repo rted a net profit of $1.4 million for the current reporting period.

Table 3

No. of
Events Net Revenue
Ticketed Events
Concerts 0- $
Sporting Events:

Soccer 1 177,806
Net Revenue from Ticketed Events 1 177,806 $
Net Revenue from Special Events (weddings, corporate events, etc.) 22 772,876 Other Operating Income(1) 726,948
Other Expenses(2) (291,190)
Net Revenue from Non-NFL Events (3) 23 1,386,440$
(2) Other Operating Expenses are expenses not attributable to a specific event. Examples are event selling expenses, adminstrative expenses and miscellaneous costs.

2023/24
YTD Total
REVENUE:

Special Event Revenue 2,245,684$
Ticket Platform Fees 173,076
Suite Ticket Revenue 14,749
Parking 172,000
Food & Beverage - Ticketed Events 313,935
Food & Beverage - Special Events 222,951
Miscellaneous(2) 736,507
Total Revenue 3,878,902$
EXPENSE:

Public Safety/Security 588,769$
Event Staff 328,425
Parking 275,022
Catering - Special Events 1,139,071
General Event Related Expenses 829,115
Net Expense Reimbursements - Ticketed Events (1) (959,129) Miscellaneous(3) 291,190
Total Expense 2,492,463$
Total Non-NFL Net Revenue 1,386,439$
(2) Includes venue rental fees, net merchandise sales, interest income, and other revenues. (3) Includes catered events department staff costs, non-event specific staff costs, and other expenses.

Levi's® Stadium
Non-NFL Event Results by Category
As of June 30, 2023
(1) All Seating Bowl Revenue is allocated for distribution to the Event Licensee and is not considered as Stadium Authority Revenue. Revenue from Event Licensee is received in the form of expense reimbursements. 8 Discretionary Fund
The Discretionary Fund is funded by revenue equal to 50% of the Non-NFL event ticket surcharge of $4 per ticket. The one ticketed N on-NFL event is proj ected to contribute approximately $82,000 to the Di scretionary Fund in the report period. This is based on the estimated attendance provided by the Stadium Manager at the time of this report. The Stadium Authority expects to receive t he funds in November. Table 5 shows the revenues and expenses in the Discretionary Fund since FY 2014/15. The balance at the end of this reporting period was $1.8 million.

Table 5

Stadium Builder Licenses
The total principal value of currently active Stadium Build er Licenses (“SBLs”) is $549 million and, as of June 30, 2023, 95.6% of the total principa l value of all SBLs sold (i.e., $524.7 million) had been collected. Payment for the sale of SBL s are financed over 10 years.

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

There is a total of 63,506 currently active SBLs, or 96% of the 66,136 total sellable SBL seats. This is an increase of 291 from the total active SBLs at the end of the prior fiscal year (March 31, 2023). The main reasons for the increase are due to sale of new SBLs and customer seat relocation program offset by default buy back. The customer seat relocation program allows cust omers to trade in their SBLs in return for others in a different location as long as the total face va lue of the new seats is equal to or greater Fiscal Year
Beginning
Balance Revenue Expenses Ending Balance
2014/15 -$ 715,770$ -$ 715,770$ 2015/16 715,770 1,238,542 714,028 1,240,284 2016/17 1,240,284 1,164,698 699,129 1,705,853 2017/18 1,705,853 768,564 1,209,342 1,265,075 2018/19 1,265,075 796,294 101,267 1,960,102 2019/20 1,960,102 367,748 - 2,327,850 2020/21 2,327,850 - 18 2,327,832 2021/22 2,327,832 - (18) 2,327,850 2022/23 2,327,850 639,896(1) 1,300,051 1,667,695 2023/24 1,667,695 82,000 - 1,749,695 Discretionary Fund Reserve
(1) This amount represents the current surcharges transferred to the Discretionary Fund. 9 than the original seats.

During the current reporting period, 498 SBLs were sold for a total face value of $2.8 million. The customer seat relocation program resulted in an increase of $897,000 to the SBL face value, while netting 90 more SBL s. There were also 297 SBL defaulted during the quarter with a face value of $1.8 million.

Additional details regarding currently active SBLs are noted in Table 6. 10 Table 6

SBL Seats
Available
SBL Seats Sold
as of 3/31/23
New SBL
Sales
Net SBL
Relocations
SBL
Defaults Other SBL Seats
Sold SBL Value SBL Collected % SBL Principal
Collected
100 100 - - - - 100 14,082,625$ 13,570,409$ 96.4% 942 942 - - - - 942 75,360,000$ 74,587,356$ 99.0% 2 2 - - - - 2 80,000$ 79,591$ 99.5% 4,945 4,581 20 27 (11) - 4,617 138,510,000$ 133,768,337$ 96.6% 3,475 2,937 13 (11) (8) - 2,931 58,620,000$ 56,010,893$ 95.5% 70 64 2 - (2) - 64 1,120,000$ 781,300$ 69.8% 7 7 - - - - 7 105,000$ 104,990$ 100.0% 2,163 2,216 10 (7) (12) - 2,207 26,484,000$ 24,932,992$ 94.1% 7 7 - - - - 7 70,000$ 69,997$ 100.0% 20,651
20,958 63 9 (78) - 20,952 125,712,000$ 119,854,908$ 95.3% 14,307 14,371 208 65 (94) - 14,550 72,750,000$ 66,524,897$ 91.4% 916 924 2 (1) - - 925 3,700,000$ 3,672,415$ 99.3% 91 91 - - - - 91 273,000$ 274,661$ 100.6% 40 44 - (1) - - 43 107,500$ 97,314$ 90.5% 18,392 15,940 180 9 (92) - 16,037 32,074,000$ 30,317,693$ 94.5% 28 31 - - - - 31 31,000$ 30,876$ 99.6% 66,136 63,215 498 90 (297) - 63,506 549,079,125$ 524,678,629$ 95.6% Plus: Interest on financed SBLs 64,529,305$
Total Principal & Interest 589,207,934$
(1) This table does not include $29.1 million that has been collected life-to-date from defaulted SBL holders. 17,500
1,000
5,000
4,000
3,000
2,500
2,000
Total
10,000
Santa Clara Stadium Authority
Currently Active Stadium Builder License (SBL) Summary (1) Through June 30, 2023
Seat Value
141,392
80,000
40,000
30,000
20,000
15,000
12,000
6,000
11 Santa Clara Stadium Authority Budget Status Reports
Operating Budget

With 25% of the fiscal year complete, total operating revenues for the first quarter of the 2023/24 Fiscal Year were $7.2 million representing 11% of the overall budget for revenues. The primary reasons that revenue is below 25% (par level through three months) is because non-NFL event revenue is recorded at the end of the fiscal year in accordance with Article 5 of the Stadium Management Agr eement, and the NFL ticket surcharge revenue is recorded in second quarter when the NFL season starts. In addition, the first SBL proceeds in the amount of $10.7 million was received in the second quarter instead of in June 2023 this year. During the current r eporting period, the Stadium Authority recognized $6.2 million in rent from StadCo, $164,000 in Non-NFL ticket surcharge, and $143,000 in sponsorship (STR) revenue.

Total Operating expenses were $5.3 million, or 20% of the annual budget. The primary reason that total expenses are below 25% is due to timing of the Ground Rent paid to the City that takes place in the second quarter. Shared Stadium Manager expenses were at 24% of the budget, or $3.3 million of t he $13.8 million budgeted amount and SBL Sales and Service expenses were 24% of the budget or $568,000. The Stadium Authority pays for all utility costs from February 1
st through July 31 st and the tenant (StadCo) pays for
utility costs from August 1st through January 31st (Tenant Season). Therefore, utility costs are 51% of the budget for the year, or $711,000. The current period covers 50% (three out of the six months) that th e Stadium Authority is responsible for utility costs. Lastly, Stadium Authority G&A costs were tracking below budgeted levels at $507,000 or 13% of the budget.

On August 31, 2022, the Stadium Authority entered into a settle ment agreement with StadCo and the Stadium M anager over disputes regarding the operating and management expenses, shared expenses, and capital expenditures that were previously withheld. As part of the settl ement, the Stadium Authority agreed to timely pay for the budgeted expense for its share of shared stadium manager expenses and other expenses for the current fiscal year, with Stadium Authority reserving all rights to confirm or dispute charges paid. This settlement does not in clude Stadium Authorit y making payments to StadCo for NFL public safety costs and NFL- SBL buffet costs, wh ich are part of the parties’ pending arbitrations.

Additional details are shown in Table 7.
12 Table 7

Budget to Budget to
Adopted Amended (1) YTD Actual % Final YTD Actual %
Budget Budget Actuals Difference Received Budget Actuals Difference Received Revenue
NFL Ticket Surcharge 12,178,000$ 12,178,000$ -$ 12,178,000$ 0% 11,367,000$ -$ 11,367,000$ 0% SBL Proceeds 12,589,000 12,589,000 - 12,589,000 0% 24,528,000 - 24,528,000 0% Interest 1,249,000 1,249,000 701,508 547,492 56% 1,037,000 60,600 976,400 6% Net Revenues from Non-NFL Events 4,500,000 4,500,000 - 4,500,000 0% 7,262,000 - 7,262,000 0% Naming Rights 7,602,000 7,602,000 - 7,602,000 0% 11,016,000 3,635,630 7,380,370 33% Sponsorship Revenue (STR) 475,000 475,000 143,288 331,712 30% 405,000 148,143 256,857 37% Rent 24,762,000 24,762,000 6,190,500 18,571,500 25% 24,762,000 5,640,899 19,121,101 23% Senior & Youth Program Fees 234,000 234,000 - 234,000 0% 250,000 - 250,000 0% Non-NFL Event Ticket Surcharge 1,296,000 1,296,000 164,000 1,132,000 13% 1,284,000 201,912 1,082,088 16% Other Revenue - - 2,043 (2,043) NA - - - NA Total Revenue 64,885,000$ 64,885,000$ 7,201,339$ 57,683,661$ 11% 81,911,000$ 9,687,184$ 72,223,816$ 12% Budget to Budget to
Adopted Amended(1) YTD Actual % Final YTD Actual %
Budget Budget Actuals Difference Used Budget Actuals Difference Used Expenses
Shared Stadium Manager Expenses
Stadium Operations 4,550,000$ 4,550,000$ 1,107,096$ 3,442,904$ 24% 3,827,196$ 832,211$ 2,994,985$ 22% Engineering 2,694,000 2,694,000 655,630 2,038,370 24% 2,488,872 573,927 1,914,945 23% Guest Services 645,000 645,000 157,014 487,986 24% 586,968 125,206 461,762 21% Groundskeeping 650,000 650,000 158,270 491,730 24% 497,556 30,642 466,914 6% Security 1,564,000 1,564,000 380,730 1,183,270 24% 1,626,828 129,989 1,496,839 8% Insurance 3,327,000 3,327,000 831,793 2,495,207 25% 3,230,000 2,935,718 294,282 91% Stadium Management Fee 354,000 354,000 - 354,000 0% 253,000 - 253,000 0% Shared Stadium Mngr Exps Subtotal 13,784,000$ 13,784,000$ 3,290,533$ 10,493,467$ 24% 12,510,420$ 4,627,693$ 7,882,727$ 37% Other Operating Expenses
SBL Sales and Service 2,333,000$ 2,333,000$ 568,174$ 1,764,826$ 24% 2,089,000$ 696,308$ 1,392,692$ 33% Senior & Youth Fees (paid to City) 234,000 234,000 - 234,000 0% 250,000 - 250,000 0% Ground Rent (paid to City) 495,000 495,000 - 495,000 0% 460,000 - 460,000 0% Performance Rent (paid to City) - - - - NA - - - NA Discretionary Fund Expense 250,000 250,000 - 250,000 0% 1,300,000 - 1,300,000 0% Utilities 1,391,000 1,391,000 711,358 679,642 51% 1,444,000 962,496 481,504 67% Use of StadCo Tenant Improvements 108,000 108,000 30,384 77,616 28% 82,000 11,602 70,398 14% Stadium Authority G&A 3,572,000 3,919,900 507,048 3,412,852 13% 4,205,000 515,591 3,689,409 12% Naming Rights Commission 94,000 94,000 46,809 47,191 50% 91,000 45,445 45,555 50% Legal Contingency - - - - NA 89,011 - 89,011 0% Legal Contingency Reserve - Buffet Costs 1,077,000 1,077,000 - 1,077,000 0% 2,075,070 - 2,075,070 0% Legal Contingency Reserve - Public Safety Costs 2,002,500 2,002,500 - 2,002,500 0% 3,401,000 - 3,401,000 0% Other Expenses 734,000 734,000 184,112 549,888 25% 723,000 240,879 482,121 33% Other Operating Expenses Subtotal 12,290,500$ 12,638,400$ 2,047,885$ 10,590,515$ 16% 16,209,081$ 2,472,321$ 13,736,760$ 15% Total Expenses 26,074,500$ 26,422,400$ 5,338,418$ 21,083,982$ 20% 28,719,501$ 7,100,014$ 21,619,487$ 25% Transfers Out
Debt Service 25,457,000$ 25,457,000$ -$ 25,457,000$ 0% 46,341,580$ -$ 46,341,580$ 0% Capital Expenditures Reserve 3,915,000 3,915,000 - 3,915,000 0% 3,801,000 - 3,801,000 0% Discretionary Fund Reserve 648,000 648,000 - 648,000 0% 642,000 - 642,000 0% Operating Reserve 600,000 600,000 - 600,000 0% 7,702,000 - 7,702,000 0% Renovation/Demolition Reserve 5,693,000 5,693,000 - 5,693,000 0% 7,031,000 - 7,031,000 0% Total Transfers Out 36,313,000$ 36,313,000$ -$ 36,313,000$ 0% 65,517,580$ -$ 65,517,580$ 0% (1)Adjustments include previously approved budget amendments through October 23, 2023.

Santa Clara Stadium Authority
Operating Budget Status Report
For the Period Ending June 30, 2023 and 2022
Period Ending June 30, 2023 Period Ending June 30, 2022 13 Operating Budget – Recommended Budget Adjustments
From time to time, budget adjustments may be necessary to align revenues or expenditures to actual or unexpected activity during the course of a fiscal year, known after the adoption of the Stadium Authority Budget.

On March 7, 2023, the Stadium Authority Board adopted the Santa Clara Stadium Authority FY 2023/24 Operating, Debt Service, and Capital Budget. A number of adjustments recommended in this report include technical actions to true up fund balances and line items based on actual FY 2022/23 performance. In addition, several adjustments are included to correct the treatment of Beginning and Ending Fund Balances, Transfers Out and Reserves to align the Stadium Authority Budget to City budgeting practices. The following budget adjustments are recommended:

1) Beginning Fund Balance / Ending Fund Ba lance Adjustment - The FY 2022/23 year- end actual was completed and fund balance adjustments totaling net $2.3 million, are necessary adjustments to the FY 2023/24 beginning and ending fund balances.

Because the adoption of budget is conducted in March, estimates are used to determine the beginning and ending fund balances, including reserve amounts.

2) Establishing Reserves in Fund Balanc e - The Operating Reserve, Renovation / Demolition Reserve, Discretionary Fund Reserve are presented separately in the Stadium Authority Budget, however, are not itemized in the Operating Fund Budget.

These line items are more appropriately classified as reserves in the beginning and ending fund balance. Technical adjustments totaling $30.7 million are recommended to establish these line items to its separate reserves in the fund balance.

3) Stadium Management Fee - The Management Performance fee owed to the Stadium Manager is outlined in the Stadium Management Agreement. The Stadium Manager receives an annual base management fee that is split 50/50 between StadCo and the Stadium Authority since the Stadium Manager manages the stadium year-round for both entities. In addition to the base management fee of $253,354, the Stadium Manager also receives a stadium market ing and booking fee based on a tiered percentage of the net Non- NFL events revenue that exceeds the Marketing and Booking Fee Benchmark. For FY2022/ 23, the Stadium Manager earned an additional $255,370 in stadium marketing and booking fee for exceeding the based tiered net Non-NFL events revenues. Below is the calculation for the additional Management Performance Fee:

14 The FY 2022/23 Non-NFL events revenues were higher than forecasted which resulted in additional Management Performance Fee owed to the Stadium Manager for FY 2022/23. A total management fee (base and performance) of $508,724 is due to the Stadium Manager. A fee of $354, 000 is budgeted in FY 2023/24 which is sufficient to cover the base fee for FY 2023/24 and only a portion of the performance fee for FY 2022/23. Therefore, a budget amendment of $162,515 is needed to reflect the increase in payment to the Stadium Manager in accordance with the Stadium Management Agreement.

4) StadCo Tenant Improv ements - Use of StadCo Tenant Improvements is projected to be higher than anticipated by $13,065 due to more Non-NFL Events being booked for FY 2023/24. The Stadium Authority is charged a fee for using StadCo designated areas as defined in the Stadium Lease Agreement for Non-NFL Events.

5) Transfers Out/Reserves - The Discretionar y Fund Reserve, Operating Reserve, and Renovation/Demolition Reserve are currently presented as a projection of funds transferred to reserve in FY 2023/24 in the Operating Fund Budget. After a review of the budgetary treatment of these reserves, and to align with the reserve practices in the City, net-zero technical adjustments totaling $7.0 million, are necessary to move these three reserves to fund balance reserves rather than Transfers Out.

6) Legal Contingency Reserves - The Legal Contingency Reserves for Buffet Costs and Public Safety Costs are currently pr esented as an expense item in the Other Operating Expenses category, these line-items are more appropriately classified as reserves until a determination is made to appropriate and spend these funds. Net- zero technical adjustments totaling $3.1 million are recommended to reallocate these line items to reserves.

Additional details are shown in Table 8.

FY 2022/23 Net Non-NFL Events Revenues 8,809,167$
Base Marketing & Booking Benchmark for FY 2022/23 6,333,850$ Excess Revenues Subject to Management Performance Fee 2,475,317$ Earnings
Tier Level
Revenues in Excess of
Management
Performance Fee
Benchmark
Additional Earnings
Percentage for
Management
Performance Fee
Excess Revenues
Subject to
Management
Performance Fee
Management
Performance Fee
Earned
1st Tier 2,318,548$ 10% 2,318,548$ 231,855$ 2nd Tier 4,637,096$ 15% 156,769$ 23,515$ 3rd Tier 4,637,097$ 20% -$ -$ Total 2,475,317$ 255,370$
FY 2022/23 Management Performance Fee for Non-NFL events 15 Table 8
Santa Clara Stadium Authority
2023/24 Operating Budget Adjustment

Item # Line Item Source of
Funds
Use of
Funds
Explanation
1 Beginning Fund
Balance - Legal
Contingency Reserve -
Buffet Costs / Ending
Fund Balance - Legal
Contingency Reserve -
Buffet Costs
$(8,321) $(8,321) This action decreases the
Beginning and Ending Fund
Balances for Legal Contingency
Reserve - Buffet Costs from
$2,075,070 to $2,066,749 as a
result of FY 2022/23 year-end
actuals reconciliation.
1 Beginning Fund
Balance - Stadium
Funding Trust Reserve
/ Ending Fund Balance
– Stadium Funding
Trust Reserve
$(1,742,086) $(1,742,086) This action decreases the
Beginning and Ending Fund
Balance for Stadium Funding
Trust Reserve from $5,163,080
to $3,420,994 as a result of FY
2022/23 year-end actuals
reconciliation.
1 Beginning Fund
Balance – Unrestricted
/ Ending Fund Balance
– Unrestricted
$4,037,345 $4,037,345 This action increases the
Beginning and Ending Fund
Balance – Unrestricted from
$10,675,771 to $14,713,116 as a
result of FY 2022/23 year-end
actuals reconciliation.
2 Beginning Fund
Balance – Operating
Reserve / Ending Fund
Balance – Operating
Reserve
$25,348,289 $25,348,289 This action establishes the
Beginning and Ending Fund
Balance - Operating Reserve at
$25,348,289. While the reserve
was presented separately in the
Stadium Authority Budget, they
were not itemized in the
Operating Fund.
2 Beginning Fund
Balance –
Renovation/Demolition
Reserve / Ending Fund
Balance –
Renovation/Demolition
Reserve
$5,323,390 $5,323,390 This action establishes the
Beginning and Ending Fund
Balance - Renovation/Demolition
Reserve at $5,323,390. While
the reserve was presented
separately in the Stadium
Authority Budget, they were not
itemized in the Operating Fund.
2 Beginning Fund
Balance –
Discretionary Fund
Reserve
$1,667,695 $1,667,695 This action establishes the
Beginning and Ending Fund
Balance - Discretionary Fund
Reserve at $1,667,695. While
the reserve was presented
separately in the Stadium
Authority Budget, they were not
itemized in the Operating Fund.

16 Table 8 (continued)
Santa Clara Stadium Authority
2023/24 Operating Budget Adjustment

Item # Line Item Source
of Funds
Use of Funds Explanation
3 Stadium Management Fee $162,515 This action increases the Operating Budget for
Stadium Management Fee
by $162,515. due to higher
net Non-NFL Event
revenues than forecasted.
4 StadCo Tenant Improvements $13,065 This action increases the Operating Budget for StadCo
Tenant Improvements by
$13,065. The StadCo Tenant
Improvements increased due
to more events being booked
for FY 2023/24.
3 and 4 Ending Fund Balance -
Renovation/Demolition
Reserve
($175,580) This action decreases the
Renovation/Demolition
Reserve to offset actions
recommended for the
Stadium Management Fee
and StadCo Tenant
Improvements (Item# 3 and
4). Any increase in revenues
and expenses will impact the
projected amount in the
Renovation/Demolition
Reserve since this is the
current bucket being filled by
current year excess
revenues.
5 Ending Fund Balance -
Discretionary Fund Reserve
$648,000 This action reallocates the
Discretionary Fund Reserve
from Transfers Out to Ending
Fund Balance.
5 Ending Fund Balance -
Operating Reserve
$600,000 This action reallocates
Operating Reserve from
Transfers Out to Ending
Fund Balance.

17 Table 8 (continued)
Santa Clara Stadium Authority
2023/24 Operating Budget Adjustment

Item # Line Item Source of
Funds
Use of
Funds
Explanation
5 Ending Fund Balance -
Renovation/Demolition
Reserve
$5,693,000 This action reallocates the
Renovation/Demolition Reserve
in Ending Fund Balance.
5 Transfers Out $(6,941,000) This action decreases the Transfers Out to reallocate the
Discretionary Fund Reserve,
Operating Reserve and
Renovation/Demolition Reserve
to Ending Fund Balance.
6 Ending Fund Balance -
Legal Contingency
Reserve - Buffet Costs
$1,077,000 This action reallocates the Legal
Contingency - Buffet Costs in
Other Operating Expenses to
Ending Fund Balance.
6 Other Operating
Expenses – Legal
Contingency - Buffet
Costs
($1,077,000) This action reallocates the Legal
Contingency - Buffet Costs in
Other Operating Expenses to
Ending Fund Balance.
6 Ending Fund Balance -
Legal Contingency
Reserve - Public Safety
Costs
$2,002,500 This action reallocates the Legal
Contingency - Public Safety
Costs in Other Operating
Expenses to Ending Fund
Balance.
6 Other Operating
Expenses - Legal
Contingency - Public
Safety Costs
($2,002,500) This action reallocates the Legal
Contingency - Public Safety
Costs in Other Operating
Expenses to Ending Fund
Balance.

Total $34,626,312 $34,626,312

18 Debt Service Budget
The Stadium Authority’s FY 2023/24 debt service revenue budget of $2.7 million represents anticipated contribut ions from the Community Facilities District (CFD). The CFD levies and collects a special hotel tax on hotel rooms within the CFD. All collections from the special CFD hotel ta xes are contributed to Stadium Authority to pay down the CFD Advance. The CFD Advance is payable solely from amounts received by the Stadium Authority from the CFD. During the first quarter, $1.0 million was contributed by the CFD, or 40% of the annual budget. Of this amount, $632,000 was collected and used to pay down the CFD Advance.

Total Stadium Authority debt service expenses for the cu rrent reporting period were $18.6 million, or 67% of the budgeted amount. The debt service expenses for the CFD Advance, and the Term A Loan were $632,000, and $18 million respectively.

As of June 30, 2023, the total outstanding amount of Stadium Authority debt had declined to $229.6 million. This is a reduction in principal of $15.6 million from the March 31, 2023 outstanding debt amount of $245.3 million.

Additional details are shown in Tables 9 and 10 and Chart 1.

19 Table 9

Budget to Budget to
Adopted YTD Actual % Final YTD Actual %
Budget Actuals Difference Received Budget Actuals Difference Received Revenue
Contribution from CFD 2,696,000$ 1,076,948$ 1,619,052$ 40% 2,323,000$ 611,227$ 1,711,773$ 26% Total Revenues 2,696,000$ 1,076,948$ 1,619,052$ 40% 2,323,000$ 611,227$ 1,711,773$ 26% Transfers In
Transfers In from Operating 25,457,000$ -$ 25,457,000$ 0% 46,341,580$ -$ 46,341,580$ 0% Total Transfers In 25,457,000$ -$ 25,457,000$ 0% 46,341,580$ -$ 46,341,580$ 0% Budget to Budget to
Adopted YTD Actual Final YTD Actual
Budget Actuals Difference % Used Budget Actuals Difference % Used Expenses
CFD Advance 2,379,000$ 632,326$ 1,746,674$ 27% 2,241,000$ 433,923$ 1,807,077$ 19% Term A Loan 25,457,000 17,958,453 7,498,547 71% 25,494,000 17,415,690$ 8,078,310 68% StadCo Subordinated Loan - - - NA 20,847,580 1,133,056$ 19,714,524 5% Total Expenses 27,836,000$ 18,590,779$ 9,245,221$ 67% 48,582,580$ 18,982,669$ 29,599,911$ 39% Debt Service Budget Status Report
For the Period Ending June 30, 2023 and 2022
Period Ending June 30, 2022
Santa Clara Stadium Authority
Period Ending June 30, 2023
20 Table 10

Chart 1

Type of Indebtedness Interest Rates
Outstanding as of
March 31, 2023 Net Change
Outstanding as of
June 30, 2023
Stadium Funding Trust Loan:

Term A Loan 5.00% 215,415,240$ (15,459,000)$ 199,956,240$ StadCo CFD Advance 5.73% 29,859,497 (206,214) 29,653,284 Total $ 245,274,737 $ (15,665,214) $ 229,609,524 Period Ending June 30, 2023
Santa Clara Stadium Authority
Debt Summary Report
$-
$100
$200
$300
$400
$500
$600
$700
Mar 2012 Mar 2013 Mar 2014 Mar 2015 Mar 2016 Mar 2017 Mar 2018 Mar 2019 Mar 2020 Mar 2021 Mar 2022 Mar 2023 Jun 2023 Total Outstanding Debt (in millions)
Construction Loan StadCo Agency Advance Term B Loan
Term A Loan StadCo CFD Advance StadCo Subordinated Loan $41.1
$396.1
$653.4
$561.6
$464.7
$429.8
$382.7
$325.3$340.2
$296.8 $280.3
$245.2 $229.6
■
■
■
■
■
■
21 Debt Service Budget – Recommended Budget Adjustments From time to time, budget adjustments may be necessary to align revenues or expenditures to actual or unexpected activity during the course of a fiscal year, known after the adoption of the Stadium Authority Budget. The budget amendment re commended in this report include technical actions to true up fund balances based on actual FY 2022/23 performance.

1) Beginning Fund Balance / Ending Fund Ba lance Adjustment - The FY 2022/23 year- end actual was completed and fund bal ance adjustments reconciliation are necessary adjustments to the FY 2023/24 beginning and ending fund balances.

Because the adoption of budget is conducted in March, estimates are used to determine the beginning and ending fund balances, including reserve amounts.

Additional details are shown in Table 11.

Table 11

Santa Clara Stadium Authority
2023/24 Debt Service Budget Adjustment

Item # Line Item Source of
Funds
Use of
Funds
Explanation
1 Beginning Fund
Balance - Debt
Service Reserve /
Ending Fund
Balance - Debt
Service Reserve
$1,232,726 $1,232,726 This action increases the
Beginning and Ending Fund
Balance from $14,431,075 to
$15,663,801 as a result of FY
2022/23 year-end actuals
reconciliation.

Total $1,232,726 $1,232,726

22 Capital Improvement Project (CIP) Budget
As part of the Capital Expense (“CapEx”) Pl an, the following projects were underway during the current reporting period:

 High Voltage (PMSGT, Battery & 12KV Main Circuit Breakers)  Aesthetic Improvements – Premiu m Areas/Special Event Spaces  General Areas/Coating Main Deck
 New Seating – Bowl Padded Se at Replacement Project
 Stadium Event Signage
 Women’s Locker Room
 Concrete Replacements
 LED Retrofit Project – Exteri or Luminaire Light Fixtures  CO2 Monitoring & Sensors for Code Compliance
 Main Kitchen Equipment
 Cooling Towers
 Variable Frequency Drive(s)
 Enhance Stadium Security Coverage
 Bowl Camera Upgrade/Refurbishment
 Replacement of end of life IT Network equipment

A total of $2.4 million has been spent in the first quarter of FY 2023/24, which amounts to 11% of the budget. The main reason that this is below budget is due to the timing of activity for Capital Expenditure projects. There has also been little activity on warranty work which makes up 7% of the CIP Budget.

On August 31, 2022, the Stadium Authority entered into a settlement agreement with StadCo and the Stadium M anager over disputes regarding the operating and management expenses, shared expenses, and capital expenditures that were previously withheld. As part of the settlement, in r egard to Capital Expenditures, the Stadium Authority agreed to discontinue the temporary practice of withholding payment for Capital Expenditures subject to the review and approval of the prevailing wage documentation by Stadium Authority’s labor law compliance c onsultant. Under the Settlement Agreement, Stadium Manager further confirmed its obligation to comply with applicable laws, including Prevailing Wage Laws, and St adium Manager also implem ented its new internal Prevailing Wage Laws compliance policy and procedures. Accordingly, the Stadium Authority will process the invoice payments as they come in.

Additional details are shown below in Table 12.
23 Table 12

Budget to Budget to
Adopted Amended (1) YTD Actual Final YTD Actual
Budget Budget Actuals Difference % Received Budget Actuals Difference % Received Revenue
Interest -$ -$ 42,168$ (42,168)$ NA -$ -$ -$ NA Total Revenue -$ -$ 42,168$ (42,168)$ NA -$ -$ -$ NA Transfers In
Transfers In from Operating 3,915,000$ 3,915,000$ -$ 3,915,000$ 0% 3,800,310$ -$ 3,800,310$ 0% Total Transfers In 3,915,000$ 3,915,000$ -$ 3,915,000$ 0% 3,800,310$ -$ 3,800,310$ 0% Budget to Budget to
Adopted Amended(1) YTD Actual Final YTD Actual
Budget Budget Actuals Difference % Used Budget Actuals Difference % Used Expenses
Construction 10,896,180$ 10,896,180$ 2,058,889$ 8,837,291$ 19% 14,034,892$ 52,627$ 13,982,265$ 0% Equipment 7,164,752 7,359,263 3,991 7,355,272 0% 6,602,240 97,584 6,504,656 1% Contingency & Misc 903,052 903,052 303,267 599,785 34% 962,743 - 962,743 0% Stadium Warranty Related Construction 1,528,202 1,528,202 - 1,528,202 0% 1,528,202 - 1,528,202 0% Total Expenses 20,492,186$ 20,686,697$ 2,366,147$ 18,320,550$ 11% 23,128,077$ 150,211$ 22,977,866$ 1% (1)Adjustments include previously approved budget amendments through October 23, 2023.

CIP Budget Status Report
For the Period Ending June 30, 2023 and 2022
Period Ending June 30, 2022
Santa Clara Stadium Authority
Period Ending June 30, 2023
24 CIP Budget – Recommended Budget Adjustments
From time to time, budget adjustments may be necessary to align revenues or expenditures to actual or unexpected activity during the course of a fiscal year, known after the adoption of the Stadium Authority Budget. The budget amendments recommended in this report include technical actions to true up fund balances based on actual FY 2022/23 performance and the purchase of equipment in the Police Department.

1) Beginning Fund Balance / Ending Fund Bala nce Adjustment - The FY 2022/23 year- end actual was completed and fund balanc e adjustments reconciliation are necessary adjustments to the FY 2023/24 beginning and ending fund balances.

Because the adoption of budget is conduct ed in March, estimates are used to determine the beginning and ending fund balances, including reserve amounts.

2) Fingerprinting Equipment – The Police Department’s existing fingerprinting equipment will reach its end of life in Februar y of 2024. As such, the department is requesting to purchase the replacement fingerprinting hardware and associated maintenance for Levi’s Stadium. This pur chase is needed to allow them to obtain fingerprints as a part of the booking process at Levi’s Stadium. The expected useful life for this equipment is 5 years. A budget adjustment of $10,720 is needed to include this equipment as a part of the FY 2023/24 CIP Budget.

3) Projectile Launchers – The Police Department is requesting to purchase replacement SCSA equipment that have curr ent advances in the equipment’s use, utility, fabrication and design and which is more comparable/c onsistent in its operation and features with equipment purchased by the City for city use in 2022.

This purchase is needed to allow staff to enhance its de-escalation resources and response as may be necessary at Levi’s Stad ium. The expected useful life for this equipment is 20 years. A budget adjustment of $5,508 is needed to include this equipment as a part of the FY 2023/24 CIP Budget.

Additional details are shown in Table 13.

25 Table 13

Santa Clara Stadium Authority
2023/24 CIP Budget Adjustment

Item # Line Item Source of
Funds
Use of
Funds
Explanation
1 Beginning Fund
Balance / Ending
Fund Balance
$235,538 $235,538 This action increases the
Beginning and Ending Fund
Balance from $22,742,271 to
$22,977,809 as a result of FY
2022/23 year-end actuals
reconciliation.
2 Fingerprinting
Equipment
$10,720 This action increases the Public
Safety Capital Expenditure
Budget for equipment purchases
by $10,720.
3 Projectile Launchers $5,508 This action increases the Public Safety Capital Expenditure
Budget for equipment purchases
by $5,508.
2, 3 Ending Fund Balance $(16,228) This action decreases the Ending Fund Balance to offset
action taken for the
Fingerprinting Equipment and
Projectile Launchers.

Total $235,538 $235,538

26 City of Santa Clara Net General Fund Impact
During the current reporting per iod there was a total of $51, 163 that was contributed to the General Fund as shown in Table 14. This is due to the timing of when the ground rent is paid and the performance rent is calculat ed. Additionally, the Senior and Youth Fee and the Tasman Lot Parking Fee are both related to NFL games of which there were none in the first quarter. This sect ion of the report also provides information on General Fund revenue and expenditure impacts resulting from the stadium.

Table 14

Public Safety and Administrative Cost Reimbursement
As described in earlier sections of this report, costs incurred by the City on NFL and Non- NFL events are tracked and billed to the Stadium Manager. Reimbursement is monitored and included in this report. A total of $368,000 in public safety costs were incurred in support of Non-NFL events that were held at Levi’s ® Stadium in the current reporting period. These reimbursements came from a combination of payments from the Stadium Manager and the offsite parking fees that were collected. Th e City has not received the reimbursements as of the date of this report.

Public safety costs for NFL events continue to be above the annual public safety cap.

Pursuant to the Amended and Restated Lease, the Stadium Authority was in discussion with StadCo to adjust the annual public safety cap to reflect the true cost of service, which is higher than the cap. An adjustment to the public safety cap is one of the outstanding claims that is currently at issue in the public safety costs arbitration with StadCo. As of August 31, 2023, Stadium Manager, on behalf of StadCo, has paid outstanding NFL public safety costs for NFL events under protest, pending the public safety cost arbitration.

In addition to public safety costs, administrat ive costs are also tracked and billed to the Stadium Authority. These in clude the cost of providi ng overall stadium management, financial, human resource, legal, and other services to the Stadium Authority. In the first quarter of FY 2023/24, a total of $507,000 of administrative costs were incurred by the General Fund, which have been reimbursed to the City.

Ground Rent -$
Performance Rent -
Senior and Youth Fee -
Tasman Lots Parking Fee -
Sales Tax 51,163
51,163$
City of Santa Clara
Net General Fund Impact
For Stadium Authority
Total Net General Fund Impact
Period Ending June 30, 2023
27 Rents and Senior and Youth Fee
As noted above, the City’s Gener al Fund did not collect any rents or Senior and Youth fees in the current reporting period. See the Glossary for more information on these revenues and how they are calculated.

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

Food and beverage concession sales and merchandise sales at Levi’s ® Stadium are
taxable, resulting in sales tax revenue for the City. The last quarter of sales tax collections from Levi’s ® Stadium transactions generated $51,000 for the City’s General Fund. In addition to the direct sellers at the Stadium, other businesses in Santa Clara are benefiting from the influx of people coming to attend one or more events at Levi’s® Stadium, resulting in potentially more sales tax collections for the General Fund.

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

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

Many stadium events bring travelers to the region, resulting in hotel stays which generate TOT collections for the City’s General Fund. Although it is impossible to say exactly what portion of the City’s TOT collections is due to the stadium, it is clear that hotels both inside and outside the City have benefited, resulting in increases in TOT collections in Santa Clara and our neighboring cities.
28 Glossary
This section of the report provides details behind key terms that are used in the body of this report.

Discretionary Fund – The Amended and Restated Stadium Lease Agreement describes the Non-NFL event ticket surcharge which is imposed by the Stad ium Authority. All promotors or sponsors of ti cketed Non-NFL events are required to collect a Non-NFL event ticket surcharge of $4 per ticket on behalf of the Stadium Author ity. One-half of these proceeds are used to cover Stadium Au thority operating and maintenance costs.

The other one-half of the proceeds are deposited in the Stadium Authority’s discretionary fund. If at any time the discretionary fund balance exceeds $1 million, then in consultation with the Stadium Manager , the Stadium Author ity will determine if provision has been made for replacement and improvement of capital improvements contemplated under the public safety plan. If not, t hen funds will be reserved in the discretionary fund for such purposes. If adequate provision has been made for these items and the balance of the discretionary fund still exceeds $1 million, t hen up to half of the amount over $1 million can be transferred to the G eneral Fund, in which event an equal amount will also be transferred from the discreti onary fund to the Stadium Aut hority operating fund and will be included as revenue available to pay Stadium Authority expenses.

Ground Lease – The Ground Lease Agreement has an initial term of 40 years commencing on the date of substantial completion which was July 31, 2014. The amount of annual base ground rent that is payable by the Stadium Au thority to the City is noted in the chart 2.

29 Chart 2

Net Non-NFL Event Revenue – Net Non-NFL event revenue is remitted by Stadium Manager to the Stadium Authority on a yearly basis. This is done annually because the final reconciliation of the Non-NFL event revenues and expenses does not occur until after the conclusion of each fiscal year.

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

Leas e Year Fis cal Year
Annual Fixed
Ground Rent
Cumulative
Total
1 2014/15 180,000$ 180,000$
2 2015/16 215,000$ 395,000$
3 2016/17 250,000$ 645,000$
4 2017/18 285,000$ 930,000$
5 2018/19 320,000$ 1,250,000$
6 2019/20 355,000$ 1,605,000$
7 2020/21 390,000$ 1,995,000$
8 2021/22 425,000$ 2,420,000$
9 2022/23 460,000$ 2,880,000$
10 2023/24 495,000$ 3,375,000$
11 2024/25 1,000,000$ 4,375,000$
12 2025/26 1,000,000$ 5,375,000$
13 2026/27 1,000,000$ 6,375,000$
14 2027/28 1,000,000$ 7,375,000$
15 2028/29 1,000,000$ 8,375,000$
16 2029/30 1,100,000$ 9,475,000$
17 2030/31 1,100,000$ 10,575,000$
18 2031/32 1,100,000$ 11,675,000$
19 2032/33 1,100,000$ 12,775,000$
20 2033/34 1,100,000$ 13,875,000$
21 2034/35 1,200,000$ 15,075,000$
22 2035/36 1,200,000$ 16,275,000$
23 2036/37 1,200,000$ 17,475,000$
24 2037/38 1,200,000$ 18,675,000$
25 2038/39 1,200,000$ 19,875,000$
26 2039/40 1,300,000$ 21,175,000$
27 2040/41 1,300,000$ 22,475,000$
28 2041/42 1,300,000$ 23,775,000$
29 2042/43 1,300,000$ 25,075,000$
30 2043/44 1,300,000$ 26,375,000$
31 2044/45 1,400,000$ 27,775,000$
32 2045/46 1,400,000$ 29,175,000$
33 2046/47 1,400,000$ 30,575,000$
34 2047/48 1,400,000$ 31,975,000$
35 2048/49 1,400,000$ 33,375,000$
36 2049/50 1,500,000$ 34,875,000$
37 2050/51 1,500,000$ 36,375,000$
38 2051/52 1,500,000$ 37,875,000$
39 2052/53 1,500,000$ 39,375,000$
40 2053/54 1,500,000$ 40,875,000$
30 Non-NFL Event Ticket Surcharge – The Stadium Lease Agre ement requires that the promoter or sponsor of any Non-NFL event collect a Non-NFL event ticket surcharge of $4 per ticket. The Lease Agreement sets as ide one-half of the Non-NFL event ticket surcharge for stadium operating and maintenanc e costs and one-half for discretionary expenses of the Stadium Authority.

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

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

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

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

The Amended and Restated Stadium Lease Agreement section 7.5 states that the tenant is responsible for reimbursing the City for the public safety costs attributed to NFL events at Levi’s® Stadium. Additionally, Article 5 of the Stadium Management Agreement notes that the Stadium Manager is responsible for paying Non- NFL event expenses on behalf of the Stadium Authority. Ther efore, the cost of providing public safety services are tracked through the City’s financial system and invoices are sent to the Stadium Manager.

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

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

31 Stadium Management Fee – The Stadium Manager re ceives an annual base management fee to manage Levi’s® Stadium. The fee was $400,000 in the first lease year and increases by 3% annually as detailed in the table below. This annual base management fee is split 50/50 between StadCo and the Stadi um Authority since the Stadium Manager manages the st adium year-round for both entities. In addition to the base management fee, the St adium Manager also receives a stadium marketing and booking fee (incentive fee) wh ich is based on a percentage of the amount that the net income from Non-NFL events exceeds t he marketing and booking fee benchmark. The marketing and booking fee benchmark was $5 m illion in the first lease year and also increases by 3% annually as detailed in the table below. The annual stadium management fee for each of the first ten lease years are noted in the chart 3 below.

Chart 3

Tasman Lots Parking Fees – The City collects a fee of $5 per space for all cars that are parked on the Tasman surface lots during NFL events. It should be noted that ground leases for the Tasman Lots were conveyed to Related Santa Clara in December 2022.

As a result, there will be no additional fees paid to the City during NFL events.

Fiscal Year
Lease
Year
Annual Base
Stadium
Management
Fee (SCSA
Share)
Stadium
Marketing
and Booking
Fee
Benchmark
Net Income
from Non-
NFL Events
1st Tier -
paid at
10% Fee
Additional
Stadium
Marketing and
Booking Fee
10% 1st Tier
2nd Tier -
paid at
15% Fee
Additional
Stadium
Marketing and
Booking Fee
15% 2nd Tier
Total
Stadium
Management
Fee
2014/15 1 200,000$ 5,000,000$ 5,207,553$ 10,378$ -$ 210,378$ 2015/16 2 206,000 5,150,000 6,079,016 46,451 - 252,451 2016/17 3 212,180 5,304,500 5,316,894 620 - 212,800 2017/18 4 218,545 5,463,635 5,163,329 2,000,000 - 4,000,000 - 218,545 2018/19 5 225,102 5,627,544 18,591 2,060,000 - 4,120,000 - 225,102 2019/20 6 231,855 5,796,370 (2,741,014) 2,121,800 - 4,243,600 - 231,855 2020/21 7 238,810 5,970,261 (476,960) 2,185,454 - 4,370,908 - 238,810 2021/22 8 245,975 6,149,369 (288,741) 2,251,018 - 4,502,035 - 245,975 2022/
23 9 253,354 6,333,850 8,809,167 2,318,548 231,855 4,637,096 23,515 508,724 2023/24 10 260,955 6,523,866 To be determined Attachment 2
Line Item Source of
Funds
Use of
Funds
Explanation
Beginning Fund Balance - Legal
Contingency Reserve - Buffet
Costs / Ending Fund Balance -
Legal Contingency Reserve -
Buffet Costs
(8,321)$ (8,321)$ This action decreases the Beginning and Ending Fund Balances for Legal Contingency Reserve -
Buffet Costs from $2,075,070 to $2,066,749 as a
result of FY 2022/23 year-end actuals reconciliation.

Beginning Fund Balance -
Stadium Funding Trust Reserve
/ Ending Fund Balance –
Stadium Funding Trust Reserve
(1,742,086)$ (1,742,086)$ This action decreases the Beginning and Ending Fund Balance for Stadium Funding Trust Reserve
from $5,163,080 to $3,420,994 as a result of FY
2022/23 year-end actuals reconciliation.

Beginning Fund Balance –
Unrestricted / Ending Fund
Balance – Unrestricted
4,037,345$ 4,037,345$ This action increases the Beginning and Ending Fund Balance – Unrestricted from $10,675,771 to
$14,713,116 as a result of FY 2022/23 year-end
actuals reconciliation.

Beginning Fund Balance –
Operating Reserve / Ending
Fund Balance – Operating
Reserve
25,348,289$ 25,348,289$ This action establishes the Beginning and Ending Fund Balance - Operating Reserve at $25,348,289.

While the reserve was presented separately in the
Stadium Authority Budget, they were not itemized in
the Operating Fund.

Beginning Fund Balance –
Renovation/Demolition Reserve
/ Ending Fund Balance –
Renovation/Demolition Reserve
5,323,390$ 5,323,390$ This action establishes the Beginning and Ending Fund Balance - Renovation/Demolition Reserve at
$5,323,390. While the reserve was presented
separately in the Stadium Authority Budget, they
were not itemized in the Operating Fund.

Beginning Fund Balance –
Discretionary Fund Reserve
1,667,695$ 1,667,695$ This action establishes the Beginning and Ending Fund Balance - Discretionary Fund Reserve at
$1,667,695. While the reserve was presented
separately in the Stadium Authority Budget, they
were not itemized in the Operating Fund.

Stadium Management Fee 162,515$ This action increases the Operating Budget for Stadium Management Fee by $162,515. due to
higher net Non-NFL Event revenues than
forecasted.

StadCo Tenant Improvements 13,065$ This action increases the Operating Budget for StadCo Tenant Improvements by $13,605. The
StadCo Tenant Improvements increased due to
more events being booked for FY 2023/24.

Ending Fund Balance -
Renovation/Demolition Reserve
(175,580)$ This action decreases the Renovation/Demolition Reserve to offset actions recommended for the
Stadium Management Fee, and StadCo Tenant
Improvements. Any increase in revenues and
expenses will impact the projected amount in the
Renovation/Demolition Reserve since this is the
current bucket being filled by current year excess
revenues.

Ending Fund Balance -
Discretionary Fund Reserve
648,000$ This action reallocates the Discretionary Fund Reserve from Transfers Out to Ending Fund
Balance.

Santa Clara Stadium Authority
2023/24 Operating Budget Adjustment
1 Attachment 2
Line Item Source of
Funds
Use of
Funds
Explanation
Santa Clara Stadium Authority
2023/24 Operating Budget Adjustment
Ending Fund Balance -
Operating Reserve
600,000$ This action reallocates Operating Reserve from Transfers Out to Ending Fund Balance.

Ending Fund Balance -
Renovation/Demolition Reserve
5,693,000$ This action reallocates the Renovation/Demolition Reserve in Ending Fund Balance.

Transfers Out (6,941,000)$ This action decreases the Transfers Out to reallocate the Discretionary Fund Reserve,
Operating Reserve and Renovation/Demolition
Reserve to Ending Fund Balance.

Ending Fund Balance - Legal
Contingency Reserve - Buffet
Costs
1,077,000$ This action reallocates the Legal Contingency - Buffet Costs in Other Operating Expenses to Ending
Fund Balance.

Other Operating Expenses –
Legal Contingency - Buffet
Costs
(1,077,000)$ This action reallocates the Legal Contingency - Buffet Costs in Other Operating Expenses to Ending
Fund Balance.

Ending Fund Balance - Legal
Contingency Reserve - Public
Safety Costs
2,002,500$ This action reallocates the Legal Contingency - Public Safety Costs in Other Operating Expenses to
Ending Fund Balance.

Other Operating Expenses -
Legal Contingency - Public
Safety Costs
(2,002,500)$ This action reallocates the Legal Contingency - Public Safety Costs in Other Operating Expenses to
Ending Fund Balance.

Total 34,626,312$ 34,626,312$
2 Attachment 2
Line Item Source of
Funds
Use of
Funds
Explanation
Beginning Fund Balance - Debt
Service Reserve / Ending Fund
Balance - Debt Service Reserve
$ 1,232,726 $ 1,232,726 This action increases the Beginning and Ending Fund Balance from $14,431,075 to $15,663,801 as a
result of FY 2022/23 year-end actuals reconciliation.

Total 1,232,726$ 1,232,726$
Santa Clara Stadium Authority
2023/24 Debt Service Budget Adjustment
3 Attachment 2
Line Item Source of
Funds
Use of
Funds
Explanation
Beginning Fund Balance /
Ending Fund Balance
$ 235,538 $ 235,538 This action increases the Beginning and Ending Fund Balance from $22,742,271 to $22,977,809 as
a result of FY 2022/23 year-end actuals
Fingerprinting Equipment $ 10,720 This action increases the Public Safety Capital Expenditure Budget for equipment purchases by
$10,720.

Projectile Launchers $ 5,508 This action increases the Public Safety Capital Expenditure Budget for equipment purchases by
$5,508.

Ending Fund Balance $ (16,228) This action decreases the Ending Fund Balance to offset action taken for the Fingerprinting Equipment
and Projectile Launchers.

Total 235,538$ 235,538$
Santa Clara Stadium Authority
2023/24 CIP Budget Adjustment
4 City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-1308 Agenda Date: 11/14/2023

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on Stadium Manager’s Request for Budget Amendments Related to the Plumbing and Smoke Evacuation System - Fire Smoke Curtain Replacement CapEx Projects

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

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

The Stadium Manager is requesting approval of the following actions:

1. Approval of a budget amendment for the Plumbing Capital Expense (CapEx) Project in the amount of $9,663, which will increase the total budget amount from $78,471 to $88,134; and

2. Approval of a budget amendment for the Smoke Evacuation System - Fire Smoke Curtain Replacement CapEx Project in the amount of $11,904, which will increase the total budget amount from $41,759 to $53,663.

The Plumbing line item in the Stadium Authority Fiscal Year (FY) 2023/24 CapEx Budget includes a description that the project will address general renewal and replacement of necessary plumbing equipment in the stadium to include, but not limited to, replacement of Pressure Reducting Valves (PRV) and other parts on domestic and recycled water systems. If approved, the amended line item of $88,134 would cover costs for the pending agreement (bid amount - $74,680), 10% contingency for the pending agreement ($7,468), design ($5,800), and San Jose Mercury News publication ($186).

The Smoke Evacuation System - Fire Smoke Curtain Replacement line item in the Stadium Authority FY 2023/24 CapEx Budget includes a description that the project will replace an existing Elevator C6 Smoke Curtain and miscellaneous life safety/fire equipment which has been identified for replacement during preventative maintenance. If approved, the amended line item of $53,663 would cover costs for the pending agreement (bid amount - $39,500), 10% contingency for the pending agreement ($3,950), design ($10,050), and San Jose Mercury News publication ($163).

A Recommendation for Budget Augmentation Memo was submitted describing the request (Attachment 1).

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23-1308 Agenda Date: 11/14/2023

DISCUSSION
Stadium Authority staff reviewed the Stadium Manager’s Recommendation for Budget Augmentation memo and based on the provided information, staff recommends approval of the Stadium Manager’s request for budget amendments for the Plumbing and Smoke Evacuation System - Fire Smoke Curtain Replacement CapEx Project line items.

The not to exceed amounts with a 10% contingency for the agreements for the two CapEx Projects are under $100,000. Santa Clara City Code Chapter 17.30 (Stadium Authority Procurement Policy) provides the Executive Director with signature authority to execute contracts for services and public works and to acquire supplies, goods and equipment in an amount up to and including $100,000 as allocated to and authorized by the Stadium Authority by adoption of the annual budget. Generally, the Stadium Manager has the authority to execute contracts only insofar as the Executive Director has such authority. As such, neither agreement for the Plumbing and Smoke Evacuation System - Fire Smoke Curtain Replacement CapEx Projects require Stadium Authority Board approval.

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 foreseeable indirect physical change in the environment.

FISCAL IMPACT
The Stadium Authority FY 2023/24 CapEx Budget contains $78,471 for the Plumbing line item and $41,759 for the Smoke Evacuation System - Fire Smoke Curtain Replacement line item. The Stadium Manager’s request will require budget amendments to increase the Plumbing line item by $9,663 to a total budget amount of $88,134 and the Smoke Evacuation System - Fire Smoke Curtain Replacement line item by $11,904 to a total budget amount of $53,663. The table below summarizes the budget amendments as discussed above:

CapEx Project Current Increase/
(Decrease)
Revised
Plumbing (2020/21 Carryover) $ 78,471 $ 9,663 $ 88,134 Smoke Evacuation System - Fire Smoke
Curtain Replacement (2022/23 Carryover)
$ 41,759 $ 11,904 $ 53,663
Capital Budget Ending Fund Balance $ 6,189,884 $ (21,567) $ 6,168,317 City of Santa Clara Printed on 11/9/2023Page 2 of 3
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23-1308 Agenda Date: 11/14/2023

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

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

RECOMMENDATION

1. Approve a budget amendment for the Plumbing line item in the Stadium Authority FY 2023/24 CapEx Budget to increase the budget by $9,663 from the Capital Budget Ending Fund Balance, for a total budget amount of $88,134; and

2. Approve a budget amendment for the Smoke Evacuation System - Fire Smoke Curtain Replacement line item in the Stadium Authority FY 2023/24 CapEx Budget to increase the budget by $11,904 from the Capital Budget Ending Fund Balance, for a total budget amount of $53,663.

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

ATTACHMENTS

1. Stadium Manager’s Recommendation for Budget Augmentation Memo City of Santa Clara Printed on 11/9/2023Page 3 of 3
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1 Date: October 14, 2023

To: Jovan Grogan
Executive Director
Santa Clara Stadium Authority

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

Subject: Recommendation for Augmentation of Budget for Multiple SCSA Capital Expenditure Projects for Levi’s Stadium

Recommendation

1. Recommend a budget augmentation for the Plumbing Project of $9,662.95, which will increase the total budget amount from $78,471.00 to $88,133.95. The Plumbing Project budget was approved by the Santa Clara Stadium Authority Board (SCSA) as part of the FY 23/24 SCSA Capital Expenditures budget.

2. Recommend a budget augmentation for the Smoke Evacuation System – Fire Smoke Curtain Replacement Project (Smoke Curtain Project) of $11,903.71, which will increase the total budget amount from $41,759 to $53,662.71. The Smoke Curtain Project was approved by SCSA as part of the FY 23/24 SCSA Capital Expenditures budget.

Reasons for Recommendation

1. Plumbing Project
The Plumbing Project involves general renewal and replacement of necessary plumbing equipment in the Stadium, including replacement of pressure reducing valves and other parts on domestic and recycled water systems.

On July 19, 2023, the Forty Niners Stadium Management Company LLC (Stadium Manager) issued a formal solicitation (RFB FY23-0053) for the Plumbing Project and received two bids on or before the due date of August 15, 2023. Stephen Ciari Plumbing and Heating, Inc. was declared the lowest responsive and responsible bidder with a bid amount of $74,680.

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

1. Approved budget for the Plumbing Project - $78,471.00

2. Expenses for design - $5,800.00

3. Advertising in San Jose Mercury News publication - $185.95

4. Bid amount - $74,680.00

STADIUM

FORTY NINERS STADIUM MANAGEMENT COMPANY
2 5. Contingency 10% of construction contract amount - $7,468.00

6. Budget augmentation amount - $9,662.95

2. Smoke Curtain Project
The Smoke Curtain Project replaces an existing elevator C6 smoke curtain and miscellaneous life safety fire equipment which has been identified for replacement during preventative maintenance.

On July 18, 2023, the Stadium Manager issued a formal solicitation (RFB FY23-0052) for the Smoke Curtain Project and received three bids on or before the due date of August 15, 2023.

CWS Construction Group Inc. was declared the lowest responsive and responsible bidder with a bid amount of $39,500.

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

1. Approved budget for the Smoke Curtain Project - $41,759.00

2. Expenses for design - $10,050.00

3. Advertising in San Jose Mercury News publication - $162.71

4. Bid amount - $39,500.00

5. Contingency 10% of construction contract amount - $3,950.00

6. Budget augmentation amount - $11,903.71

Once Stadium Manager receives approval from the SCSA Board, Stadium Manager will be able to move forward with executing the agreements and make the executed agreements available to SCSA. Both projects fall under the delegation to execute the agreements by the Stadium Manager.

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

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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-1307 Agenda Date: 11/14/2023

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on Stadium Manager’s Request to Approve a Purchase Order with EyeP Solutions, Inc. to Provide AXIS Cameras and Related Accessories for Levi’s Stadium Security Coverage (Enhance Stadium Security Coverage CapEx Project)

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

The Stadium Manager is requesting approval to award a purchase order to EyeP Solutions, Inc. to purchase AXIS cameras and related accessories in the amount of $220,201 for the Enhance Stadium Security Coverage Capital Expense (CapEx) Project. The Stadium Authority Fiscal Year (FY) 2023/24 CapEx Budget includes $346,500 for the Enhance Stadium Security Coverage line item. The CapEx Project is described as the evaluation and replacement of existing cameras with technologically advanced multi-lens panoramic/360/multi-directional cameras. Due to high volume of clubspace usage for large scale, and smaller events, request for video investigations become frequent. Low lighting situations are constant with event type needs, and enhanced technology from newer cameras will enable greater video quality.

A Recommendation for Award Memo was submitted describing the project, procurement process, and Stadium Manager’s request (Attachment 1).

DISCUSSION
Stadium Authority staff reviewed the Stadium Manager’s Recommendation for Award memo and supporting procurement documents for consistency with the Stadium Authority Procurement Policy and Santa Clara City Code Chapter 2.105.270(c) which allows contracting, either directly or indirectly, with a vendor under a contract awarded using preestablished cooperative purchasing agreements.

The Stadium Manager has several cooperative agreements for technology purchases which were used to obtain quotes for this procurement and is recommending award to the lowest quote received (EyeP Solutions, Inc.).

As explained in the Recommendation for Award memo, the Stadium Manager initially evaluated the needs for this project and utilized a cooperative agreement to award a purchase order to EyeP Solutions, Inc. in the amount of $96,020 to procure cameras for the same CapEx project. Santa Clara City of Santa Clara Printed on 11/9/2023Page 1 of 3
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23-1307 Agenda Date: 11/14/2023
City Code Chapter 17.30 (Stadium Authority Procurement Policy) provides the Executive Director with signature authority to execute contracts for services and public works and to acquire supplies, goods and equipment in an amount up to and including $100,000 as allocated to and authorized by the Stadium Authority by adoption of the annual budget. Generally, the Stadium Manager has the authority to execute contracts only insofar as the Executive Director has such authority. As such, Board approval was not required for the initial purchase order because it was under the $100,000 threshold. The Stadium Manager subsequently identified the need to purchase additional cameras for the CapEx Project and is now requesting Board approval for the new purchase order. Stadium Manager staff will install the cameras for this project.

Based on this review, staff recommends approval of the Stadium Manager’s request to award a purchase order to EyeP Solutions, Inc. in the amount of $220,201 to purchase AXIS cameras and related accessories for the Enhance Stadium Security Coverage CapEx Project.

The Stadium Authority Counsel’s Office has reviewed the requested purchase order for comparison to the Stadium Authority’s customary language. While there are some minor differences in the language, the purchase order submitted for approval contains the necessary language to impose the required legal obligations on the vendor. The vendor expressly agrees to adhere to such obligations upon its execution of the purchase order. Nothing in the proposed purchase order 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.

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

FISCAL IMPACT
The Stadium Authority Fiscal Year (FY) 2023/24 CapEx Budget includes $346,500 for the Enhance Stadium Security Coverage CapEx Project. There are sufficient funds to cover the cost of the AXIS Cameras ($220,201). As noted above, the Stadium Manager previously procured cameras under this line item in the amount of $96,020. If the requested purchase order is approved by the Board, the total amount spent on this project will be $316,221. The Stadium Authority is responsible for CapEx Project costs.

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

City of Santa Clara Printed on 11/9/2023Page 2 of 3
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23-1307 Agenda Date: 11/14/2023

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 award a purchase order to EyeP Solutions, Inc. in the amount of $220,201 to purchase AXIS cameras and related accessories for the Enhance Stadium Security Coverage CapEx Project.

Reviewed by: Christine Jung, Assistant to the Executive Director Approved by: Jovan D. Grogan, Executive Director

ATTACHMENTS

1. Stadium Manager's Recommendation for Award Memo
City of Santa Clara Printed on 11/9/2023Page 3 of 3
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1 Date: October 13, 2023

To: Jōvan Grogan
Executive Director
Santa Clara Stadium Authority

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

Subject: Recommendation for Award for Axis Cameras and Related Accessories for Levi’s Stadium

Recommendation
Recommend approval and award of a Purchase Order to EyeP Solutions, Inc., to provide AXIS cameras and related accessories as part of the stadium security coverage at Levi’s Stadium (Stadium), in the amount of $220,200.94.

Reasons for Recommendation
Forty Niners Stadium Management Company (Stadium Manager) submitted a capital expenditure requests to the Santa Clara Stadium Authority (SCSA) and received approval from the SCSA Board as part of the FY 23/24 fiscal year to enhance stadium security coverage. The project included an evaluation and replacement of existing cameras with technologically advanced multi lens panoramic/360/multi directional cameras.

This project was recommended as phase two after the Stadium Manager completed the acquisition of cameras for the parking lots and in the bowl. During the initial camera upgrade projects undertaken in 2022, Stadium Manager evaluated the various camera brands used at the Stadium and did market research to determine the technical specifications to meet the needs of the Stadium. The Axis Communications products were selected after the following research.

While there have been technological advancements among many manufacturers, Axis Communications product specifications and lifecycle management policies with a five year warranty meet the needs of the Stadium Manager to upgrade the cameras. Axis Communications has also achieved recertification for ISO 27001 for its Information Security Management System (ISMS). The audit for compliance with ISO 27001 was completed by an accredited third-party certification body and includes an extended scope from the original certification of Axis ISMS in 2019. In addition to a large footprint in the public sector, Axis Communications also cater to the needs of stadiums and venues which can be accessed via the

STADIUM

FORTY NINERS STADIUM MANAGEMENT COMPANY
2 URL: https://www.axis.com/en-us/solutions/stadiums-and-venues. Axis Communications also has a strong sustainability business code https://www.axis.com/en-us/about-axis/sustainability.

Axis Communications products are used by the public sector and there are numerous cooperative agreements for public agencies to utilize to take advantage of economies of scale.

Stadium Manager has several cooperative agreements for technology purchases. Stadium Manager reached out to EyeP Solutions (CA CMAS Provider) CDW-G, and B&H Foto to obtain quotes to evaluate pricing and availability. RFQ FY23-0002 was issued on August 21, 2023. B&H Foto offered only online price inquiries as most products were backordered due to supply chain issues. The following quotes were received for both projects inclusive of shipping and excluding all applicable sales tax from the other cooperatives:

1. EyeP Solutions: $201,913.23

2. CDW-G: $255,309.70

Therefore, approval is sought to issue a Purchase Order to EyeP Solutions, Inc. for the Enhance Stadium Security Coverage Project in the amount of $220,200.94.

The cost for these purchases are covered in the FY23/24 SCSA Capital Expenditures Budget referenced as Enhance Stadium Security Coverage in the amount of $346,500.

It must be noted that the initial plan for this project was to evaluate the needs, procure the necessary cameras and also complete the installation work. Stadium Manager utilized the EyeP Solutions CMAS agreement and procured the first set of cameras in the amount of $96,020.08 and the plan was to competitively bid the installation of the cameras. However, upon review, management decision was made to procure additional cameras as needed and complete the installation by Stadium Manager staff.

Next Steps
Once Stadium Manager receives approval from the SCSA Board, a Purchase Order will be issued to EyeP Solutions, Inc. and an executed copy forwarded to the Board. Supporting documentation is provided for review and approval.

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

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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-1301 Agenda Date: 11/14/2023

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on Stadium Manager’s Request to Execute Agreement with Colony Landscape and Maintenance, Inc. for Sod Removal and Related Services at Levi’s Stadium

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

The Stadium Manager is requesting approval to execute an agreement with Colony Landscape and Maintenance, Inc. for sod removal and related services for a three year period beginning November 15, 2023 through November 14, 2026, with the option to extend the agreement for two additional one year periods, in an amount not to exceed $600,000 annually for the first and second contract years and $620,000 in the third contract year. The total not to exceed amount of the agreement is $1,820,000 over the initial three-year term.

A Recommendation for Award Memo was submitted describing the services, solicitation process, and Stadium Manager’s request (Attachment 1).

DISCUSSION
Stadium Authority staff reviewed the Stadium Manager’s Recommendation for Award memo and supporting documents for consistency with the Stadium Authority Procurement Policy and Santa Clara City Code Chapter 2.105.140(c) (Competitive requirements for purchases - Formal requests for proposals for agreements with an amount over $250,000). The Stadium Manager implemented a Request for Proposals (RFP) process and received one proposal from Colony Landscape and Maintenance, Inc.

In the Recommendation for Award memo, it was noted that the Stadium Manager contacted a number of potential suppliers were contacted; however, the sod removal and related services required by the Stadium Manager is generally not offered by many providers. The Stadium Manager determined Colony Landscape and Maintenance, Inc. to be within the competitive range in each of the evaluation ranges after the initial evaluation and conducting business, legal, and cost clarification meetings with the vendor.

Based on the documentation provided, staff recommends approval of the Stadium Manager’s request City of Santa Clara Printed on 11/9/2023Page 1 of 3
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23-1301 Agenda Date: 11/14/2023
to execute an agreement with Colony Landscape and Maintenance, Inc. for sod removal and related services for a three-year period, in an amount not to exceed $600,000 annually for the first and second contract years and $620,000 in the third contract year, for a total not to exceed amount of $1,820,000 over the three-year period. Staff also recommends authorizing the Stadium Manager to exercise the option to extend the agreement with the same basic terms and conditions for two additional one-year periods, if the associated costs have been approved by the Board in the Stadium Authority Budget. It should be noted that these services will not include sod delivery and replacement, which is covered under a separate agreement.

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

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

FISCAL IMPACT
The Stadium Authority Fiscal Year (FY) 2023/24 Budget contains Shared Stadium Manager Expenses (Shared Expenses) such as Security, Stadium Operations, Engineering, Guest Services, and Groundskeeping. Shared Expenses are split between the Stadium Authority and Forty Niners SC Stadium Company, LLC (StadCo) per the Stadium Lease. Most Shared Expenses are split 50/50, with Groundskeeping being the exception with a 70/30 split and StadCo being responsible for the larger share.

There are sufficient funds in the FY 2023/24 Shared Expenses Groundskeeping line item to cover Stadium Authority’s thirty percent (30%) of the Shared Expenses portion of the agreement cost for the first contract year of the initial term (up to $180,000). Since the renewal term extends beyond a single fiscal year, the term for subsequent fiscal years is conditioned upon approval of the Stadium Authority budget for the applicable fiscal year that includes the amounts due under the agreement as required under Santa Clara City Code Section 17.30.100. The Stadium Authority's portion for the remaining contract years are up to $180,000 annually for the second contract year and up to $186,000 for the third contract year.

City of Santa Clara Printed on 11/9/2023Page 2 of 3
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23-1301 Agenda Date: 11/14/2023

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

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

RECOMMENDATION

1. Approve the Stadium Manager’s request to execute an agreement with Colony Landscape and Maintenance, Inc. to provide sod removal and related services at Levi’s Stadium for a three- year period beginning November 15, 2023 through November 14, 2026, in an amount not exceed $600,000 annually for the first and second contract year and $620,000 for the third contract year, for a total not to exceed amount of $1,820,000 over the three-year period, subject to budget appropriations; and

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

Reviewed by: Christine Jung, Assistant to the Executive Director Approved by: Jovan D. Grogan, Executive Director

ATTACHMENTS

1. Stadium Manager Recommendation for Award Memo

2. Draft Agreement with Colony Landscape and Maintenance, Inc.

City of Santa Clara Printed on 11/9/2023Page 3 of 3
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1 Date: October 13, 2023

To: Jōvan Grogan
Executive Director
Santa Clara Stadium Authority

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

Subject: Recommendation for Award for Sod Removal and Related Services at Levi’s Stadium

Recommendation
Recommend approval and award an agreement to Colony Landscape and Maintenance, Inc. (Colony) for sod removal and related services at Levi’s Stadium for a three-year period, to commence on November 15, 2023 and expire on November 14, 2026, with an option to extend the agreement for two additional one-year periods. The amount of the agreement shall not exceed $600,000 per contract year one and two and $620,000 in contract year three. Total compensation, in the aggregate, shall not exceed $1,820,000 over the three-year period.

RFP Process
Forty Niners Stadium Management Company LLC (Stadium Manager) provides management services for Levi’s Stadium (Stadium) on a continual, year around basis, including overseeing the day-to-day operations and maintenance of the Stadium. As part of the recurring maintenance of the playing field at the Stadium, Stadium Manager requires a third party supplier to remove sod to facilitate installation of new sod at the Stadium. There are three to four full field replacements during each calendar year requiring replacement of the entire playing service totaling approximately 82,000 square feet.

On September 27, 2023, Stadium Manager issued Request for Proposals (RFP) to select qualified firms for sod removal and related services at Levi’s Stadium. Stadium Manager published the RFP on Bonfire Interactive, Stadium Manager’s eProcurement portal https://49ers.bonfirehub.com/portal/. In addition to inviting a list of firms on our established supplier list, we also selected suppliers registered on the portal with specific commodity codes offering sod removal services.

One proposal was received from the following firm on or before the RFP due date and time:

1. Colony Landscape and Maintenance, Inc.

STADIUM

FORTY NINERS STADIUM MANAGEMENT COMPANY
2 Evaluation Process
The proposal was evaluated utilizing the evaluation criteria as outlined in the RFP. Colony met the requirements of the RFP submissions. The scoring is summarized below:

Evaluation Criteria and Maximum Points Colony Landscape Proposal Responsiveness Pass
Experience (40%) 35%
Methodology to Provide the Required Services (40%) 35%
Cost (20%) 20%
Total 90%

Pursuant to the initial evaluation, Stadium Manager requested Colony to provide cost for the three year term which was provided as requested as an update to the cost proposal. Colony will maintain pricing for contract year one and two with a 3% increase in cost for contract year three.

In the event the Stadium Manager exercises the option to extend the agreement to contract year four and five, Colony will maintain pricing for year four and a 3% cost increase in year five.

Colony was determined to be within the competitive range in each of the evaluation criterion.

While Stadium Manager reached out to a number of potential suppliers providing sod removal and related services as required, it is not generally offered by many providers. It was beneficial for Stadium Manager to open the field for competition and test the market with an understanding that prevailing wages apply for this type of trade.

Notice of Intended Award
A notice of intended award (NOIA) was issued on October 13, 2023, announcing Stadium Manager’s recommended firm. The RFP process includes a seven-day protest period, which commenced with the issuance of the NOIA. At the time of this submission the protest period is still in effect. This recommendation has been submitted in advance to meet the timeline for submission for the November 14, 2024 SCSA Board meeting. In the event there is a protest, this recommendation will be rescinded and the protest addressed accordingly.

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
Total not to exceed amount for three years: $1,820,000. The breakdown of costs are as follows for the three-year period:

Year One – 11/15/23 through 11/14/24 - $600,000
Year Two – 11/15/24 through 11/14/25 - $600,000
Year Three – 11/15/25 through 11/14/26 - $620,000

3 The cost for this service is covered in the Groundskeeping Department budget, as a shared expense with a 70/30 split, with the SCSA’s cost at 30%.

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

~ DocuSigned by:

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

BY AND BETWEEN

STADIUM MANAGER
AND
COLONY LANDSCAPE AND MAINTENANCE, INC.

This Agreement for the Performance of Services (“Agreement”) is made and entered into on August 10, 2023 (“Effective Date”) by and between COLONY LANDSCAPE AND MAINTENANCE, INC, a California corporation with its principal place of business at 4911 Spreckles Avenue, Alviso, CA 95002 (“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 sod removal 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 3 (c) any other chemical or other material or substance, exposure to which or use of which as of such date is prohibited, limited or regulated under any environmental law.

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

2. EMPLOYMENT OF CONTRACTOR.

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

3. SERVICES TO BE PROVIDED.

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

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

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

D. Except as expressly provided herein, Contractor shall be responsible for all costs and expenses incurred in performing the Services, including costs and expenses of maintaining, repairing and replacing any furniture, fixtures, equipment, or other tangible property and all applicable taxes, staffing (including all managerial and Event staff, if applicable), and training.

As described in greater detail in Section 8.F hereof, Contractor agrees to fully abide by all sustainability and reuse programs established for or applicable to the Stadium, as each may be modified from time to time following the Effective Date.

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

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

G. Notwithstanding the foregoing, and subject to any restrictions imposed by the Authority, including pursuant to the Stadium Lease and Stadium Management Agreement, the Stadium Manager and its designated agents reserve the right of access to all areas that Contractor is permitted to access, use and occupy hereunder for purposes of operating, inspecting, maintaining and repairing the Stadium (and all improvements therein or thereon) and for the purpose of determining whether the terms, covenants and conditions contained in this Agreement are being fully and faithfully observed and performed by Contractor. Use of any --
4 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 November 15, 2023 and terminate on November 14, 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. 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.

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

8. PERFORMANCE OF SERVICES.

A. Contractor shall perform all Services in an efficient and expeditious manner and shall work closely with and be guided by Stadium Manager. Contractor shall be as fully responsible to Stadium Manager for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as Contractor is for the acts and omissions of persons 5 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 right or its termination rights, Contractor shall be responsible to Stadium Manager for the loss of income and all other damages, including consequential and special damages, suffered by Stadium Manager as the result of Contractor’s breach of this Agreement, including any loss of income; and (b) Contractor shall be considered in material breach of this Agreement, and Stadium Manager may, in addition to any other rights or remedies it may have, immediately terminate this Agreement.
6 F. Contractor shall comply in all respects with the Santa Clara Business and Commercial Recycling Program, as the same shall be amended from time to time, and shall, in partnership with Stadium Manager, prepare and implement a plan (the “Waste Reduction and Recycling Plan”) that targets 100% diversion of solid waste from all Events, including composting or other diversion of compostable organics. Contractor shall train its employees in the methods and objectives of the Waste Reduction and Recycling Plan and shall direct and cause its employees to not dispose of or discharge recyclables, compostables, waste, garbage, refuse or Hazardous Substances in any area in or outside the Stadium other than in areas specifically designated therefor. Contractor shall be responsible for expeditiously collecting, separating, recycling, bagging and delivering recyclables, compostables, trash and garbage generated within the Stadium Complex, and Contractor shall cause its employees to deposit such recyclables, compostables, trash and garbage in appropriate containers or equipment in the locations specified by Stadium Manager, whereupon Stadium Manager shall be responsible for the further delivery and ultimate disposal of such recyclables, compostables, trash and garbage. In addition, Contractor shall 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.

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. ---
7 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 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 8 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 subcontractors, or for any other matters relating to Contractor's employees or subcontractors.

12. COMPENSATION AND PAYMENT.

A. In consideration for Contractor’s performance of the Services in accordance with the requirements of this Agreement, Stadium Manager shall pay Contractor for all materials provided and services rendered by Contractor in the amount(s) set forth in Exhibit B, entitled “Contractor Compensation and Fees.”
B. Contractor will invoice Stadium Manager for fees as set forth in Exhibit B , subject to verification by Stadium Manager. Except as otherwise expressly provided in Exhibit B , 9 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) Cont ractor shall immediately
surrender possession of the Related Facilities, if any (including any and all leasehold and other improvements therein), uniforms, equipment (and related manuals and software) to Stadium Manager, (2) Contractor shall immediately assign to Stadium Manager or its designee(s) all right, title and interest of Contractor in and to all items purchased by Contractor in connection with the Services (including uniforms and equipment), (3) Contractor shall make all payments required to be made by Contractor under this Agreement, (4) to the extent permitted by Applicable Laws, Contractor shall immediately surrender possession of and assign to Stadium Manager all permits and licenses acquired by Contractor in compliance with this Agreement and any Applicable Laws, and (5) all matters, rights and liabilities existing on the date of termination between the parties hereto shall be determined as of such termination date (except as described above), and discharged as promptly as possible thereafter, including any known claims for damages either party may have against the other for breach of the terms and conditions hereof. Any such surrender shall require delivery of possession in good condition, reasonable and ordinary wear and tear excepted and otherwise in compliance with the terms of this Agreement. Notwithstanding any termination or expiration of this Agreement, all liabilities and obligations of the parties will survive until they are fully satisfied.

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

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

14. NO ASSIGNMENT OR SUBCONTRACTING OF AGREEMENT.

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

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

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

15. NO THIRD-PARTY BENEFICIARY.

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

16. INDEPENDENT CONTRACTOR.

Contractor and all person(s) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or 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 11 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, specific ations, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions, or other information developed or received by or for Contractor and all other written information submitted to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor and shall not, without the prior written consent of Stadium Manager, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Contractor which is otherwise known to Contractor shall be deemed confidential.

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

19. NO USE OF STADIUM MANAGER NAME OR EMBLEM.

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

20. OWNERSHIP OF MATERIAL.

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

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

Stadium Manager, through its authorized employees, representatives, or agents shall have the right during the term of this Agreement and for three (3) years from the date of final payment for Services, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation under this Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in 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.
12 Contractor shall submit to Stadium Manager any and all reports concerning its performance under this Agreement that may be requested by Stadium Manager in writing. Contractor agrees to assist Stadium Manager in meeting Stadium Manager’s reporting requirements with respect to Contractor’s Services hereunder.

22. FAIR EMPLOYMENT.

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

23. HOLD HARMLESS/INDEMNIFICATION.

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

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

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. 13 26. INTEGRATED DOCUMENT.

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

27. SEVERABILITY CLAUSE.

In case any one or more of the provisions in this Agreement shall, for any reason, be held invalid, illegal, or unenforceable in any respect, it shall not affect the validity of the other provisions, which shall remain in full force and effect.

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

29. NOTICES.

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

Attention: Francine Hughes, EVP and General Manager
Address: Forty Niners Stadium Management Company LLC
4900 Marie DeBartolo Way
Santa Clara, CA 95054
Email: [email protected]

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: Ed Ott
Address: Colony Landscape & Maintenance, Inc.
4911 Spreckles Avenue
Alviso, CA 95002
Email: [email protected]
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 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. 14 31. LAW GOVERNING CONTRACT AND VENUE.

This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Party shall be vested in the state courts of the County of Santa Clara, or if appropriate, in the United States District Court, Northern District of California, San Jose, California.

32. DISPUTE RESOLUTION.

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

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

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

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

33. COMPLIANCE WITH ETHICAL STANDARDS.

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

34. CONFLICT OF INTERESTS.

This Agreement does not prevent either Party from entering into similar agreements with other parties. To prevent a conflict of interest, Contractor certifies that to the best of its knowledge, no Stadium Manager, StadCo, Team, Authority, or City officer, employee, or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code 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 15 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 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 16 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 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 17 perform the Services covered by any application for payment. All Fringe Benefit Statements must be submitted with the application for payment to which each applies. vi. Demand for Compliance Records. At any time during or subsequent to the full performance of the Services under this Agreement and in addition to the obligations set forth above, Stadium Manager and/or the Authority may require Contractor to produce and or correct and re-submit any prevailing wage compliance records, which must be reviewed and approved by Stadium Manager and/or the Authority, prior to full release of payment. vii. Withholding for Non-Compliance. In the event Contractor or any subcontractor is found not to be in compliance with the foregoing requirements for any application for payment whether for progress payments or final payment, Stadium Manager has the right to withhold up to ten percent (10%) of the amount owed to Contractor under the affected application for payment until full compliance is achieved. Contractor acknowledges and agrees the foregoing amount is a reasonable estimate of the value of the documentation specified above.

[Signatures continued on next page]

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

STADIUM MANAGER:

FORTY NINERS STADIUM MANAGEMENT COMPANY LLC

By:_________________________________

Name: Peter Wilhelm

Title: Chief Financial Officer

CONTRACTOR:

COLONY LANDSCAPE AND MAINTENANCE, INC.

By:_________________________________

Name: Ed Ott

Title: President

19 EXHIBIT A

SCOPE OF SERVICES

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

A. General Information
Field removal services are usually required for each field replacement. Typically, there are three full field replacements during each calendar year, occurring in the spring, in the late summer, and in December.

Full field replacements cover the entire grass playing surface totaling approximately 82,000 square feet.

In addition, there will be a number of partial field replacements, which may range from 12,000 square feet to 36,000 square feet. Partial field installs for various events, such as logo replacements, typically occur during December and early January.

These dates are only estimates -- the actual schedule for field replacement is dependent on factors that cannot be predicted in advance, such as weather, the number of events at the stadium, and wear and tear on the field.

Typically, the work will be scheduled by Stadium Manager at least 30 days in advance; however, there will be certain instances when the service is required on 24 hours’ notice.

In order to provide the offerors with guidance on the approximate schedule for a typical field replacement, the following is the timeline for a recent field replacement at Levi’s stadium.  Day 1: remove irrigation heads. Remove surface using field-stripping equipment. Begin off-haul of spoils. 10 laborers needed.
 Day 2: Laser-grade field. Install irrigation heads. Complete off-haul of spoils. 10 laborers needed.

B. Requirements for the Field Removal

1. Remove irrigation heads prior to field removal, reinstall to grade after laser grading.

2. Remove grass surface to a depth of approximately 1.5 to 2 inches. 2’’ depth must be made in single pass. Spoils will be fed into dump trailers to be provided by Contractor and transported to the South parking lot of Levis Stadium (Gold Lot 5).

3. Must be able to laser grade sand-base to +/- 1/8” tolerance across 10 feet.

4. Must provide off-haul of spoils. Off-haul trucks will arrive at the South Side of Levis Stadium. Must be able to remove spoils within 24 hours, if necessary.

5. Must clean debris left from spoils pile in parking lot, once all the large spoils have been off- hauled.

6. Must be available on weekends and holidays.

7. Pricing to include all costs of removal and off-haul including doub-handling

C. Equipment

1. Combinator, 42” wide large area sod harvester.

2. If the surface being removed is not rooted, Contractor must be able to roll up sod rolls and remove from field with a straight mast forklift with a lift capacity minimum of 2500 lbs. Forklift must have turf tires.

3. D ual mast box level.

4. Minimum three dump trailers with turf tires towed by three tractors with turf tires. Contractor is responsible for providing the tractors and trailers.

5. Large area roto-tiller.

20 D. Location
Contractor will arrive at the following location:

Forty Niners Stadium Management Company LLC
4900 Marie P. DeBartolo Way
Santa Clara, CA 95054

E. Notification
Customer will notify contractor with as much notice as possible for work to be done. Typically work is scheduled at least 30 days out, but it is not unusual to have 24 hours’ notice for specific partial field removal. Based on past events, it is anticipated that there will be priority orders and a quick turnaround time required for partial field removals, which will occur each year during the term of this contrac t.

F. Experience Requirements

1. Must be a Certified Sports Field Builder accredited by the ASBA, American Sports Builders Association. Must have provided similar work on a professional, natural grass playing surface within the last two years.

2. Must have a minimum of 10 laborers available for each day of each scheduled field removal assignment.

21 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.

The maximum compensation to be paid Contractor under this Agreement shall not exceed $1,820,000.

The pricing for each of the following shall be for 12,000 to 82,000 square feet at the following unit price:

Item # Item Description
Unit Price/Cost
For Years One & Two
11/15/2023 – 11/14/2025
1 Sod Stripping – Depth of stripping to be approximately 2”. off-haul of stripping to be handled by Contractor within 2-3 workdays for off-haul
$1.41 SF
2 Sod Rolling - Depth of stripping to be approximately 2”. Off- haul of stripping to be handled by Contractor
$1.38 SF
3 Rotilling - Using reverse line rototiller and recompact with 1 ton roller
$0.06 SF
4 Regrade – Laser grade with a dual mast box level and
compact. Includes hand grading edges
$.14 SF
5 Remove and reset irrigation heads $0.06 SF
6 Cost for double handling strippings if they need to be double handled due to time constraints for the extra trucking to a temporary dumpsite. Applicable for items 1 and 2
$250 per load and it is
anticipated to be 70
truckloads for entire field
7 Sand addition and incorporation
Cost to provide, and spread/incorporate USGA rootzone
sand after removal of sod and before grading. Sand will be evenly spread across entire rootzone layer and then blended into existing rootzone, graded, and compacted. Cost is per transfer load which is approximately 25 tons of sand.

$2,500 each

7. Overtime/Weekend/Holidays Premium – Prevailing Wage If over 50% of project is performed during
overtime/Saturday hour, ten
percent (10%) will be added
to each line item.

If over 50% of project is
performed during
Sunday/holiday hour, twenty

22 percent (20%) will be added
to each line item.

8. Payment Bond Additional cost if payment
bond is required. Three (3%)
of scope of work requested.

Item # Item Description
Unit Price/Cost
For Year 3
11/15/2025 – 11/14/2026
1 Sod Stripping – Depth of stripping to be approximately 2”. off-haul of stripping to be handled by Contractor within 2-3 workdays for off-haul
$1.45 SF
2 Sod Rolling - Depth of stripping to be approximately 2”. Off- haul of stripping to be handled by Contractor
$1.42 SF
3 Rotilling - Using reverse line rototiller and recompact with 1 ton roller
$0.06 SF
4 Regrade – Laser grade with a dual mast box level and
compact. Includes hand grading edges
$.14 SF
5 Remove and reset irrigation heads $0.06 SF
6 Cost for double handling strippings if they need to be double handled due to time constraints for the extra trucking to a temporary dumpsite. Applicable for items 1 and 2
$257.50 per load and it is
anticipated to be 70
truckloads for entire field
7 Sand addition and incorporation
Cost to provide, and spread/incorporate USGA rootzone
sand after removal of sod and before grading. Sand will be evenly spread across entire rootzone layer and then blended into existing rootzone, graded, and compacted. Cost is per transfer load which is approximately 25 tons of sand.

$2,575 each

7. Overtime/Weekend/Holidays Premium – Prevailing Wage If over 50% of project is performed during
overtime/Saturday hour, ten
percent (10%) will be added
to each line item.

If over 50% of project is
performed during
Sunday/holiday hour, twenty
percent (20%) will be added
to each line item.

8. Payment Bond Additional cost if payment
bond is required. Three (3%)
of scope of work requested.

23 EXHIBIT C

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

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

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

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

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

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

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

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

All insurance policies and bonds required to be maintained by Contractor shall be issued by insurers or sureties (as the case may be) reasonably satisfactory to client, authorized to do business in the state of California and having an AM Best rating and financial size category of A-/VII or better. All policies of the vendor shall be (i) primary and non-contributing with respect to any policies carried by client; (ii) with respect to liability insurance only, a provision including Stadium Manager, Santa Clara Stadium Authority, Forty Niners SC Stadium Company LLC and Forty Niners Football Company LLC as Additional Insured; (iii) a waiver by the insurer of any right to subrogate against Stadium Manager (iv) a severability of interest or endorsement; (v) a provision that the insurer will not cancel or change the coverage provided by such without giving the Stadium Manager thirty (30) days' prior written notice; and (vi) general 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.

24 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 Contractor
1 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.

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

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

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

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

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

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

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

26 EXHIBIT E

PUBLIC WORKS CONTRACTOR REGISTRATION CERTIFICATION
Pursuant to Labor Code Sections 1725.5 and 1771.1, all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter into a contract to perform public work must be registered with the Department of Industrial Relations.

See http://www.dir.ca.gov/Public-Works/PublicWorks.html for additional information.

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

Contractor hereby certifies that it is aware of the registration requirements set forth in Labor Code Sections 1725.5 and 1771.1 and is currently registered as a contractor with the Department of Industrial Relations. 6 Name of Contractor: Colony Landscape and Maintenance, Inc DIR Registration Number: 1000006598
DIR Registration Expiration: May 2025
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 Colony Landscape and Maintenance, Inc Signature
Name and Title: Ed Ott, President
Date:

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.”

27 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: Colony Landscape and Maintenance, Inc

By: _________________________
Signature

___E
d Ott______________________
Name (Print)

____Pr
esident_____________________
Title (Print)

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-1317 Agenda Date: 11/14/2023

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on Stadium Manager’s Request to Approve an Agreement with CWS Construction Group, Inc. for the Overhead Doors, Motors, Sensors and Track Replacements CapEx Project and Related Budget Amendment

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

The Stadium Authority Fiscal Year (FY) 2023/24 Capital Expense (CapEx) Budget includes $93,800 for an Overhead Doors, Motors, Sensors and Track Replacements line item. The project is described as the installation of a replacement gate and necessary ancillary equipment at the 200 Level of the exterior ramp location at the south end of the stadium. The original overhead roll gate is damaged and is unable to be repaired.

The Stadium Manager is requesting approval for the following actions related to the Overhead Doors, Motors, Sensors and Track Replacements Capital Expense (CapEx) Project:

1. Approve a one-time agreement with CWS Construction Group, Inc. in the amount of $95,000 to replace an overhead door and associated motor, sensor, and tracks at Levi’s Stadium;

2. Approve a budget amendment to increase the total budget amount for the Overhead Doors, Motors, Sensors and Track Replacements CapEx Project by $15,370, from $93,800 to $109,170;

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

4. Authorize the Stadium Manager to execute change orders up to $9,500, for a total not to exceed construction agreement amount of $104,500.

If approved, the amended line item will cover the costs of the one-time agreement ($95,000), a 10% contingency for change orders ($9,500), San Jose Mercury News publication fees ($170), and design ($4,500).

A Recommendation for Award Memo was submitted describing the project, solicitation process, and Stadium Manager’s request (Attachment 1).

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23-1317 Agenda Date: 11/14/2023

DISCUSSION
Stadium Authority staff reviewed the Stadium Manager’s Recommendation for Award memo, supporting documentation, and draft agreement (Attachment 2) for consistency against the City’s public works bidding practices (City Charter Section 1310). The Stadium Manager’s Request for Bids (RFB) received two responses and the Stadium Manager is recommending award to the lowest responsive and responsible bidder, CWS Construction Group, Inc.

Based on the documentation and provided information, staff recommends approval of the Stadium Manager’s request related to the Overhead Doors, Motors, Sensors and Track Replacements CapEx Project.

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
As noted above, the FY 2023/24 CapEx Budget contains $93,800 for the Overhead Doors, Motors, Sensors and Track Replacements CapEx Project. The Stadium Manager’s request will require a budget amendment to increase the line item by $15,370 to a total budget amount of $109,170. The table below summarizes the budget amendment as discussed above:

CapEx Project Current Increase/
(Decrease)
Revised
Overhead Doors, Motors, Sensors and
Track Replacements (2022/23 Carryover)
$ 93,800 $ 15,370 $ 109,170
Capital Budget Ending Fund Balance $ 6,189,884 $ (15,370) $ 6,174,514 City of Santa Clara Printed on 11/9/2023Page 2 of 3
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23-1317 Agenda Date: 11/14/2023

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

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

RECOMMENDATION

1. Approve a budget amendment for the Overhead Doors, Motors, Sensors and Track Replacements line item in the Stadium Authority FY 2023/24 CapEx Budget to increase the budget by $15,370 from the Capital Budget Ending Fund Balance, for a total budget amount of $109,170;

2. Approve the Stadium Manager’s request to award an agreement to CWS Construction Group, Inc. in the amount of $95,000 to replace an overhead door and associated motor, sensor, and tracks at Levi’s Stadium for the Overhead Doors, Motors, Sensors and Track Replacements CapEx Project;

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

4. Authorize the Stadium Manager to execute change orders for the agreement up to $9,500, for a total not to exceed amount of $104,500.

Reviewed by: Christine Jung, Assistant to the Executive Director Approved by: Jovan D. Grogan, Executive Director

ATTACHMENTS

1. Stadium Manager’s Recommendation for Award Memo

2. Draft Agreement with CWS Construction Group, Inc.

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1 Date: October 13, 2023

To: Jōvan Grogan
Executive Director
Santa Clara Stadium Authority

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

Subject: Recommendation for Award RFB FY 23-0051 Levi’s Stadium Overhead Door, Motor, Sensors, and Track Replacement Project

Recommendation

1. Recommend approval and award of a one-time contract to CWS Construction Group Inc., in the amount of $95,000, to replace the overhead door, motor, sensors and track replacement at Levi’s Stadium.

2. Recommend a budget augmentation for the overhead door, motor, sensors and track replacement Project (Project) of $15,370.46, which will increase the total budget amount for this Project from $93,800 to $109,170.46. The Project budget was approved by the Santa Clara Stadium Authority (SCSA) as part of the FY23/24 SCSA Capital Expenditures Budget.

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

4. Authorize Stadium Manager to execute change orders up to 10% or $9,500 for a total not to exceed construction contract amount of $104,500.

Solicitation Process
Forty Niners Stadium Management Company LLC (Stadium Manager) has a need to replace the overhead door, motor, sensors, and track replacement at Levi’s Stadium (Stadium). The Project was approved as part of the FY22/23 SCSA Capital Expenditures budget.

On July 18, 2023, Stadium Manager issued a Request for Bids (RFB) FY23-0051 for the Project.

Stadium Manager published the RFB on Bonfire Interactive, Stadium Manager’s eProcurement portal https://49ers.bonfirehub.com/portal/. In addition to inviting a list of contractors on our established supplier list, Stadium Manager also selected contractors registered on the portal with specific commodity codes offering such services.

On July 28, 2023, Stadium Manager published the Notice Inviting Bids for the Project in the San Jose Mercury News publication. Notices were also emailed on July 18, 2023 to the Builders’

STADIUM

FORTY NINERS STADIUM MANAGEMENT COMPANY
2 Exchange of Santa Clara County, Bay Area Builders’ Exchange, and Minority Business Consortium to communicate with their respective member communities regarding the solicitation for the Project.

Stadium Manager held a non-mandatory pre-bid conference on July 25, 2023 at 10:00 a.m. (PT) to provide an overview of the Project and answer any questions from prospective bidders. The RFB provided prospective bidders the option to schedule on-site visits to the Stadium.

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

1. Norcal Specialties LLC - $56,950

2. CWS Construction Group Inc - $95,000

Public Bid Opening
A public bid opening was held on August 15, 2023 at 3:30 p.m. (PT). The RFB provided the public bid opening webcast information including a meeting ID and password for bidders to log on via Zoom to attend. Multiple callers were in attendance. Stadium Manager announced the receipt of the two bids on or before the due date and time, announced the name of the bidders and the base bid amounts and declared Norcal Specialties LLC the apparent low bidder.

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

Evaluation of Apparent Low Bidder
Stadium Manager reviewed the bid from Norcal Specialties LLC and determined that the bidder was nonresponsive. The bidder failed to submit the bid on the Stadium Manager’s Bid Forms per Section 1.07 of the Notice Inviting Bids and Articles 1 and 7 of the Instructions to Bidders. The bid is also missing all required forms (i.e., Bid Bond, List of Subcontractors, Bidder Information and Experience Form, Non-Collusion Declaration, and Iran Contracting Act Certification). The failure to submit the bid on the Stadium Manager’s bid forms and to submit all required forms is a material error based on a review of the face of bid. Therefore, this bid was rejected for non-responsiveness.

The second lowest bidder, CWS Construction Group Inc. was the lowest responsive and responsible bidder. Supporting documentation on the evaluation of bids has been provided.

Next Steps
The Project was approved as part of the FY23/24 SCSA Capital Expenditures budget. The current approved amount for this Project is $93,800.

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

1. CWS Construction Group Inc. Bid - $95,000

2. 10% Contingency Amount for Change Orders - $9,500

3. Newspaper Publication Cost - $170.46

3 4. Cost for design - $4,500

Once Stadium Manager receives approval from the SCSA Board, a contract (included in the RFB) will be executed with CWS Construction Group Inc., and a fully executed copy of the contract will be forwarded to the SCSA. In addition, Stadium Manager requests authorization to issue change orders up to $9,500 or 10% of the Project cost which will allow Stadium Manager to take timely administrative action if required and not delay completion of the Project.

Supporting documentation has been provided for review and approval. The cost for advertising the RFB in the San Jose Mercury News publication for one day is $170.46. Stadium Manager’s request to publish legal notices in the San Jose Mercury News for various solicitations, including public works, was approved by the SCSA Board on July 13, 2021. This Project is a public works project.

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

~ DocuSigned by:

L:_~66~~
Levi’s Stadium Overhead Door, Motor, Sensors, and
Track Replacement Project
RFB Number: RFB-FY23-0051
1 CONTRACT

FORTY NINERS STADIUM MANAGEMENT COMPANY LLC

CONSTRUCTION CONTRACT

LEVI’S STADIUM OVERHEAD DOOR, MOTOR, SENSORS, AND TRACK REPLACEMENT

PROJECT

1. P ARTIES AND DATE.

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

2. R ECITALS.

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

2.2 Contractor. Contractor desires to perform and assume res ponsibility for the provision of certain construction services required by the Stadium Manager on the terms and conditions set forth in this Contract. Contractor represents that it is duly licensed and experienced in providing overhead door replacement related construction services, that it and its employees or subcontractors have all necessary licenses and permits to perform the services in the State of California, and that it is familiar with the plans of Stadium Manager . The following license classifications are required for this Project: Class B - General Building Contractor or Class C61/D28 - Doors, Gates and Activating Devices Contractor.

2.3 Project. Stadium Manager desires to engage Contractor to render such services for the Levi’s Stadium Overhead Door, Motor, Sensors, and Track Replacement Project (“Project”) as set forth in this Contract.

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

3. T ERMS

3.1 Incorporation of Documents. This Contract includes and hereby incorporates in full by reference the following documents, including all exhibits, drawings, specifications and documents therein, and attachments and addenda thereto:
• Services/Schedule (Exhibit “A”)
• Plans and Specifications (Exhibit “B”)
• Special Conditions (Exhibit “C”)
• Contractor’s Certificate Regarding Workers’ Compensation (Exhibit “D”) • Public Works Contractor Registration Certification (Exhibit “E”) - -
Levi’s Stadium Overhead Door, Motor, Sensors, and
Track Replacement Project
RFB Number: RFB-FY23-0051
2 CONTRACT

• Payment and Performance Bonds (Exhibit “F”)
• Procurement and Contract Process Integrity and Conflict of Interest Guidelines (Exhibit “G”)
• Levi’s Stadium Jobsite Rules (Exhibit “H”)
• Addenda
• Change Orders executed by the Stadium Manager
• 2018 Edition of the Standard Specifications for Public Works Construction (The Greenbook), Excluding Sections 1-9
• Notice Inviting Bids, if any
• Instructions to Bidders, if any
• Contractor’s Bid

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

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

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

3.2.2 Substitutions/”Or Equal ”. Pursuant to Public Contract Code Section 3400(b), the Stadium Manager may make a finding that designates certain products, things, or services by specific brand or trade name. Unless specifically designated in this Contract, whenever any material, process, or article is indicated or specified by grade, patent, or proprietary name or by name of manufacturer, such Specifications shall be deemed to be used for the purpose of facilitating the description of the material, process or article desired and shall be deemed to be followed by the words “or equal.”
Contractor may, unless otherwise stated, offer for substitution any material, process or article which shall be substantially equal or better in every respect to that so indicated or specified in this Contract. However, the Stadium Manager may have adopted certain uniform standards for certain materials, processes and articles. Contractor shall submit requests, together with substantiating data, for substitution of any “or equal” material, process or article no later than seven (7) calendar days prior to the bid submission deadline set forth in the Notice Inviting Bids as it may be amended. Provisions regarding submission of “or equal” requests shall not in any Levi’s Stadium Overhead Door, Motor, Sensors, and
Track Replacement Project
RFB Number: RFB-FY23-0051
3 CONTRACT

way authorize an extension of time for performance of this Contract. If a proposed “or equal” substitution request is rejected or submitted untimely, Contractor shall be responsible for providing the specified material, process or article. The burden of proof as to the equality of any material, process or article shall rest with Contractor.

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

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

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

3.3 Period of Performance.

3.3.1 Contract Time. Contractor shall perform and complete all Work under this Contract within 60 calendar days, beginning the effec tive date of the Notice to Proceed (“Contract Time”). Contractor shall perform its Work in strict accordance with any completion schedule, construction schedule or project milestones developed by the Stadium Manager. Such schedules or milestones may be included as part of Exhibits “A” or “B” attached hereto, or may be provided separately in writing to Contractor. Contractor agrees that if such Work is not completed within the aforementioned Contract Time and/or pursuant to any such completion schedule, construction schedule or project milestones developed pursuant to provisions of the Contract, it is understood, acknowledged and agreed that the Stadium Manager will suffer damage.

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

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

3.3.3 Liquidated Damages. Pursuant to Government Code Section 53069.85, Contractor shall pay to the Stadium Manager as fixed and liquidated damages the sum of One Levi’s Stadium Overhead Door, Motor, Sensors, and
Track Replacement Project
RFB Number: RFB-FY23-0051
4 CONTRACT

Hundred Dollars ($100.00) per day for each and every calendar day of delay beyond the Contract Time or beyond any completion schedule, construction schedule or Project milestones established pursuant to the Contract.

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

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

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

3.7 Compensation and Payment.

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

3.7.2 Payment of Compensation. If the Work is scheduled for completion in thirty (30) or less calendar days, Stadium Manager will arrange for payment of the Total Contract Price upon completion and approval by Stadium Manager of the Work. If the Work is scheduled for -
Levi’s Stadium Overhead Door, Motor, Sensors, and
Track Replacement Project
RFB Number: RFB-FY23-0051
5 CONTRACT

completion in more than thirty (30) calendar days, Stadium Manager will pay Contractor on a monthly basis as provided for herein. On or before the fifth (5th) day of each month, Contractor shall submit to the Stadium Manager an itemized application for payment in the format supplied by the Stadium Manager indicating the amount of Work completed since commencement of the Work or since the last progress payment. These applications shall be supported by evidence which is required by this Contract and such other documentation as the Stadium Manager may require including, without limitation, the prevailing wage compliance documentation specified herein. The Contractor shall certify that the Work for which payment is requested has been done and that the materials listed are stored where indicated. Contractor may be required to furnish a detailed schedule of values upon request of the Stadium Manager and in such detail and form as the Stadium Manager shall request, showing the quantities, unit prices, overhead, profit, and all other expenses involved in order to provide a basis for determining the amount of progress payments.

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

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

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

3.7.6 Substitutions for Contract Retentions. In accordance with California Public Contract Code Section 22300, the Stadium Manager will permit the substitution of securities for any monies withheld by the Stadium Manager to ensure performance under the Contract. At the request and expense of Contractor, securities equivalent to the amount withheld shall be deposited with the Stadium Manager, or with a state or federally chartered bank in California as Levi’s Stadium Overhead Door, Motor, Sensors, and
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the escrow agent, and thereafter the Stadium Manager shall then pay such monies to Contractor as they come due. Upon satisfactory completion of the Contract, the securities shall be returned to Contractor. For purposes of this Section and Section 22300 of the Public Contract Code, the term “satisfactory completion of the contract ” shall mean the time the Stadium Manager has issued written final acceptance of the Work and filed a Notice of Completion as required by law and provisions of this Contract. Contractor shall be the beneficial owner of any securities substituted for monies withheld and shall receive any interest thereon. The escrow agreement used for the purposes of this Section shall be in the form provided by the Stadium Manager.

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

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

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

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

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

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

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

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

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

3.7.14.1 Division of Apprenticeship Standards (DAS) 140 Form (applicable if Total Contract Price is $30,000 or more). Contractor, on behalf of itself and its subcontractors, must provide a copy of DAS 140 forms filed with the appropriate apprenticeship Levi’s Stadium Overhead Door, Motor, Sensors, and
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committee(s) the earlier of Contractor’s first application for payment for Work performed under this Contract or ten (10) days of Contract execution.

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

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

3.7.14.4 Certified Payroll Records; Statement of Compliance.

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

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

3.7.14.6 Demand for Compliance Records. At any time during or subsequent to the full performance of the Work under this Contract and in addition to the obligations set forth above, Stadium Manager and/or the Santa Clara Stadium Authority may require 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 Santa Clara Stadium Authority, prior to full release of payment.

3.7.14.7 Submission of Compliance Records. In addition to requirements associated with submission of labor compliance records under state laws and regulations, the Contractor and each of its subcontractors performing work on the Project shall submit labor compliance records required above via the LCPTracker platform as directed by the Stadium Manager.

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

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

3.8 Performance of Work; Jobsite Obligations.

3.8.1 Water Quality Management and Compliance.

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

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

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3.8.1.3 Other Water Qualit y Rules Regulations and Policies.

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

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

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

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

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

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

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

3.8.3 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Contract or the Work, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Work. If Contractor observes that the drawings or specifications are at variance with any law, rule or regulation, it shall promptly notify the Stadium Manager in writing. Any necessary changes shall be made by written change order. Stadium Manager shall further comply with all requirements specified in the Stadium Manager’s Procurement and Contract Process Integrity and Conflict of Interest Guidelines, which are attached hereto as Exhibit “G” and incorporated herein by this reference. If Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the Stadium Manager , Contractor shall be solely responsible for all costs arising therefrom. Stadium Manager may be subject to certain provisions of the Health & Safety Code, Government Code, Public Contract Code, and Labor Code of the State. It is stipulated and agreed that all provisions of the law applicable to the public contracts of a municipality are a part of this Contract to the same extent as though set forth herein and will be complied with. Contractor shall defend, indemnify and hold the Indemnified Parties (defined below) free and harmless, pursuant to the indemnification provisions of this Contract, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

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

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

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

3.8.7 Underground Utility Facilities. To the extent required by Section 4215 of the California Government Code, Stadium Manager shall compensate Contractor for the costs of:
(1) locating and repairing damage to underground utility facilities not caused by the failure of Contractor to exercise reasonable care; (2) removing or relocating underground utility facilities not indicated in the construction drawings; and (3) equipment necessarily idled during such work.

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

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

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

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

3.10 Claims; Government Code Claim Compliance.

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

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

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

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

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

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

3.10.3.3 Chronology of events and correspondence

3.10.3.4 Analysis of claim merit

3.10.3.5 Analysis of claim cost

3.10.3.6 Time impact analysis in CPM format

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

3.12 Indemnification.

officers, employees, subcontractors, consultants or agents in connection with the performance of the Contractor’s services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys’ fees and other related costs and expenses. Notwithstanding the foregoing, to the extent required by Civil Code Section 2782, Contractor’s indemnity obligation shall not apply to liability for damages for death or bodily injury to persons, injury to property, or any other loss, damage or expense arising from the sole or active negligence or willful misconduct of the Indemnified Parties or the Indemnified Parties’ agents, servants, or independent contractors who are directly responsible to the Indemnified Parties , or for defects in design furnished by those persons.

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

3.13 Insurance.

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

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

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

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

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

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

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

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

3.13.3.3 Workers’ Compensation and Employer’s Liability Coverage.

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

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

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

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

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

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

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

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

3.14 Bond Requirements.

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

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

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

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

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

3.16 Employee/Labor Certifications.

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

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

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

3.17 General Provisions.

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

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

for the satisfactory coordination of all portions of the Work under this Contract. Contractor’s Representative shall devote full time to the Project and either he or his designee, who shall be acceptable to the Stadium Manager, shall be present at the Work site at all times that any Work is in progress and at any time that any employee or subcontractor of Contractor is present at the Work site. Arrangements for responsible supervision, acceptable to the Stadium Manager, shall be made for emergency Work which may be required. Should Contractor desire to change its Contractor’s Representative, Contractor shall provide the information specified above and obtain the Stadium Manager’s written approval.

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

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

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

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

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

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

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

STADIUM MANAGER:

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

With copy to:

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

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

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

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

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

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

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

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

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

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

3.17.16 Certification of License.

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

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

Box 26000, Sacramento, California 95826.

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

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

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

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

[SIGNATURES ON NEXT PAGE]
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SIGNATURE PAGE FOR CONSTRUCTION CONTRACT

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

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

FORTY NINERS STADIUM [ INSERT NAME OF CONTRACTOR]

MANAGEMENT COMPANY LLC

By: By:

Francine Hughes
EVP & General Manager Its:

Printed Name:

License No.:

(CONTRACTOR’S SIGNATURE MUST BE

NOTARIZED AND CORPORATE

SEAL AFFIXED, IF APPLICABLE)

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EXHIBIT “A”

SERVICES / SCHEDULE

SUMMARY
This Project replaces an existing damaged overhead roll up grille door at Levi’s Stadium. This Project will remove and dispose of the existing roll up grille door and reinstall a new (in-kind) overhead roll up grille door along with the associated motor, sensor, and tracks.

SCOPE OF WORK

1. Base Bid Scope: The Base Bid scope of work includes in kind replacement of the existing overhead roll up grille door per the Plans and Specifications attached hereto as Exhibit “B” and incorporated herein by this reference.

2. The Contractor shall provide all materials, equipment, tools, labor, supervision, and project management necessary to complete the Project. Contactor is responsible for obtaining all permits and approvals from authorities having jurisdiction as may be necessary to complete the Project.

GENERAL REQUIREMENTS

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

2. In all active Work areas, Contractor shall provide, install, and maintain all necessary barricades and warni
ngs to prohibit pedestrian access into any affected Work area. This not only includes areas surrounding the work, but also includes areas below the Work. Levi’s Stadium is an active building containing employees, guests, and other contractors daily.

Contract
or shall be responsible for keeping others out of its active Work areas and preventing the
exposure of others to material generated within the Work area, both around and below.

3. Cleaning and Protection

a. At end of each workday, remove rubbish, empty cans, rags, and other discarded materials from Project site. Secure, locate and position all unused materials and equipment, including man lifts, to the satisfaction of Stadium Manager. b. Protect all adjacent equipment, material and property. c. Upon completion of the Work, remove unused materials, debris, containers, footing forms and equipment from the Project site. Remove protective coverings and clean the exposed surfaces of the Work to remove dirt, stains and other substances, by methods as recommended by manufacturers.

MATERIALS

1. Refer to Plans and Specifications attached hereto as Exhibit “B”.

2. Refer to the Notice Inviting Bids regarding requirements associated with “or-equal” substitutions.

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INSTALLATION

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

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

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

SCHEDULE

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

SUBMITTALS

1. Contractor shall submit for approval all of the following:

a. Shop drawings provided by coiling door subcontractor. Furnish elevations, details of coiling door system, including all materials, shapes, dimensions, finishes, anchorage, and method of connections. Submit per schedule, for approval. b. Provide one (1) electronic version of each shop drawing to the following parties:
i. Architect of Record
ii. Stadium Manager

EXHIBIT "B"

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

1. Gensler Drawings and Specificat ions
Levi's Stadium Overhead Door, Motor, Sensors, and
Track Replacement Project
RFB Number: RFB-FY23-0051
29 CONTRACT

Levi’s Stadium Overhead Door, Motor, Sensors, and
Track Replacement Project
RFB Number: RFB-FY23-0051
30 CONTRACT

EXHIBIT “C”

SPECIAL CONDITIONS

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

ARTICLE 2. STADIUM MANAGER’S REPRESENTATIVE
For purposes of this Project unless otherw ise modi
fied by the Stadium Manager , the Stadium
Manager’s Represen
tative shall be: Stadium Manager’s Vice President, Stadium Projects and Planning or designee.

ARTICLE 3. LOCAT

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

1. April 6 – 8, 2023

2. May 6, 2023

3. June 10, 2023

4. July 2, 2023

5. July 28 - 29, 2023

6. August 30, 2023

7. September 16, 2023

8. 2023 NFL Season Forty Niners Home Football Event Dates (TBD) Contractor is assumed to have accounted for such events during the duration of the Project as part of its bid and may not claim any time or cost impacts and will not be granted any time extensions or additional compensation as a result of these events.

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

Levi’s Stadium Overhead Door, Motor, Sensors, and
Track Replacement Project
RFB Number: RFB-FY23-0051
31 CONTRACT

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

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

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

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

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

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

Levi’s Stadium Overhead Door, Motor, Sensors, and
Track Replacement Project
RFB Number: RFB-FY23-0051
32 CONTRACT

EXHIBIT “D”

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

[***INSERT CONTRACTOR NAME***]

By: _________________________
Signature

_________________________
Name (Print)

_________________________
Title (Print)

---

Levi’s Stadium Overhead Door, Motor, Sensors, and
Track Replacement Project
RFB Number: RFB-FY23-0051
33 CONTRACT

EXHIBIT “E”

DIR Registration Number:

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

Name of Contractor
Signature
Name and Title
Dated

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

Levi’s Stadium Overhead Door, Motor, Sensors, and
Track Replacement Project
RFB Number: RFB-FY23-0051
34 CONTRACT

EXHIBIT “F”

PAYMENT AND PERFORMANCE BONDS

ATTACHED BEHIND THIS PAGE

Levi’s Stadium Overhead Door, Motor, Sensors, and
Track Replacement Project
RFB Number: RFB-FY23-0051
35 CONTRACT

PERFORMANCE BOND
KNOW ALL PERSONS BY THESE PRESENTS:

THAT WHEREAS, the Forty Niners Stadium Management Company LLC, (hereinafter referred to as “Stadium Manager”) has awarded to _________________________ (hereinafter referred to as the “Contractor”) an agreement for the Levi’s Stadium Overhead Door, Motor, Sensors, and Track Replacement Project (hereinafter referred to as the “Project”).

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

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

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

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

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

Levi’s Stadium Overhead Door, Motor, Sensors, and
Track Replacement Project
RFB Number: RFB-FY23-0051
36 CONTRACT

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

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

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

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

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

Levi’s Stadium Overhead Door, Motor, Sensors, and
Track Replacement Project
RFB Number: RFB-FY23-0051
37 CONTRACT

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

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

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

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

Levi’s Stadium Overhead Door, Motor, Sensors, and
Track Replacement Project
RFB Number: RFB-FY23-0051
38 CONTRACT

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

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

appeared , who proved to me on the basis of satisfactory

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

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

WITNESS my hand and official seal.

Signature of Notary Public

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

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

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

Signer is representing:

Name Of Person(s) Or Entity(ies)

Signer(s) Other Than Named Above

Levi’s Stadium Overhead Door, Motor, Sensors, and
Track Replacement Project
RFB Number: RFB-FY23-0051
39 CONTRACT

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

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

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

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

Levi’s Stadium Overhead Door, Motor, Sensors, and
Track Replacement Project
RFB Number: RFB-FY23-0051
40 CONTRACT

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

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

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

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

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

Levi’s Stadium Overhead Door, Motor, Sensors, and
Track Replacement Project
RFB Number: RFB-FY23-0051
41 CONTRACT

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

appeared , who proved to me on the basis of satisfactory

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

WITNESS my hand and official seal.

Signature of Notary Public

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

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

Signer is representing:

Name Of Person(s) Or Entity(ies)

Signer(s) Other Than Named Above

Levi’s Stadium Overhead Door, Motor, Sensors, and
Track Replacement Project
RFB Number: RFB-FY23-0051
42 CONTRACT

EXHIBIT “G”

PROCUREMENT AND CONTRACT PROCESS INTEGRITY AND CONFLICT OF INTEREST

GUIDELINES

1 PURPOSE

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

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

2 DEFINITIONS

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

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

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

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

3 GENERAL PROVISIONS

3.1 COMMUNICATION PROTOCOL

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

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

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

Levi’s Stadium Overhead Door, Motor, Sensors, and
Track Replacement Project
RFB Number: RFB-FY23-0051
43 CONTRACT

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

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

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

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

5 CONFIDENTIALITY DURING EVALUATION PROCESS

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

6 CONFLICT OF INTEREST

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

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

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

Levi’s Stadium Overhead Door, Motor, Sensors, and
Track Replacement Project
RFB Number: RFB-FY23-0051
44 CONTRACT

7 ALLEGATIONS OF CONFLICT OF INTEREST

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

8 ALLEGATIONS OF MISCONDUCT

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

Levi’s Stadium Overhead Door, Motor, Sensors, and
Track Replacement Project
RFB Number: RFB-FY23-0051
45 CONTRACT

EXHIBIT “H”

LEVI’S STADIUM JOBSITE RULES

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

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

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

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

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

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

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

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

8. Contractor shall report Project status to the Stadium Manager weekly and provide an update on the progress of the work. Contractor shall contact Stadium Manager immediately should any incidents occur or if any conflicts with these jobsite rules should arise.

9. Personal Protective Equipment (“PPE”), including but not limited to, proper safety clothing MUST be worn at all times while on jobsite. Any personnel without proper safety clothing will not be allowed on site. This include office personnel and visitors.

Appropriate PPE shall be coordinated with the Stadium Manager prior to Project.

10. The Contract supervisor assigned to this job must have the ability to make employees follow ALL jobsite rules.

11. NO children (under 18 years old) are allowed on site.

12. Contractor, to include all employees and visitors, must register each day for stadium access through the Stadium Manager provided visitor management and access control system. Contractor employees are subject to health screening prior to approval of site access. Contractor employees shall adhere to all Stadium Manager site access requirements.

13. Contractors and all employees must stay in their area as required and defined in the Project scope of work. Any Contractor employee found outside of the authorized Project area will be removed from the property and may not return to the site.

Levi’s Stadium Overhead Door, Motor, Sensors, and
Track Replacement Project
RFB Number: RFB-FY23-0051
46 CONTRACT

14. Contractor Equipment / Vehicles – Contractor shall coordinate delivery and use of all equipment brought and used on site (owned or rented) with the Stadium Manager prior to Project. Equipment shall display markings identifying the following information for each piece of equipment while on site:

• Contractor’s Company Name
• Contractor’s Equipment Contact
• Contact Phone Number
• Duration On-Site (i.e. 06/02/21- 06/15/21)
Equipment requiring this information includes, but is not limited to, the following types of equipment:

• Material Handling Equipment (such as Forklifts and Pallet Jacks) • Golf Carts
• Flatbeds
• Manlifts
• Vehicles
• Job Boxes
• Trailers
• Other Equipment
Anyone operating this equipment must have the proper certifications, operate them in compliance with Cal/OSHA standards, and shall follow any Stadium Manager safety protocols.

Social Media Policy
This policy governs contractors use of social media, including any online tools used to share content and profiles, such as personal web pages, message boards, networks, communities, and social networking websites including, but not limited to, Facebook, Twitter, Instagram, LinkedIn, Snapchat, Tumblr, Reddit, and web blogs. The lack of explicit reference to a specific site or type of social media does not limit the application of this policy.

The Contractor (and all employees) are prohibited from the following:

1. Using social media to post or to display comments about Stadium Manager, the San Francisco 49ers, Levi’s Stadium, co-workers, supervisors, clients, vendors, suppliers or members of management that are vulgar, obscene, physically threatening or intimidating, harassing, or otherwise constitute a violation of the Stadium Manager’s workplace policies against discrimination, retaliation, harassment, or hostility on account of any protected category, class, status, act or characteristic.

2. Infringing on Stadium’s logos, brand names, taglines, slogans or other trademarks.

Contractors and their agents, owners, and employees shall comply with the laws regarding copyrights, trademarks, rights or publicity and other third-party rights.

3. Posting or displaying content that is an intentional public attack on the quality of the Stadium’s products and/or services in a manner that a reasonable person would perceive as calculated to harm the Stadium’s business and is unrelated to any employee concern involving wages, hours, or other terms and conditions of employment.

Levi’s Stadium Overhead Door, Motor, Sensors, and
Track Replacement Project
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47 CONTRACT

4. Posting a photograph of a supervisor, manager, co-worker (including players and coaches in non-public settings), vendor, supplier, or client without that individual's express permission.

Violations of this policy may result in disciplinary action up to and including removal from the jobsite. Please contact the Stadium Manager if you have any questions about this policy.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-1352 Agenda Date: 11/14/2023

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on Stadium Manager’s Request to Execute a Change Order to the Agreement with United Mechanical, Inc. for the Cooling Towers CapEx Project at Levi’s Stadium and Related Budget Amendment

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

The Stadium Authority Fiscal Year (FY) 2023/24 Capital Expense (CapEx) Budget includes a Cooling Towers line item for the general renewal and replacement of stadium cooling tower internal parts and systems. This includes, but is not limited to, motors, fans, fill, controls, and piping which support the mechanical cooling functions for the HVAC system.

The Cooling Towers CapEx Project is a carryover from the prior fiscal year. On December 6, 2022, the Board approved the following actions related to the Stadium Authority FY 2022/23 Cooling Towers CapEx Project:

1. Approved a budget amendment for the Cooling Towers line item in the Stadium Authority FY 2022/23 CapEx Budget to increase the budget by $89,768 from the Capital Expense Reserve;

2. Approved the Stadium Manager’s request to award a one-time agreement to California United Mechanical, Inc. to replace internal parts and systems for the cooling towers at Levi’s Stadium (Cooling Towers CapEx Project) in the amount of $117,350;

3. Authorized the Executive Director to approve the execution of any and all documents associated with, and necessary for the award, completion, and acceptance of the project; and

4. Authorized the Executive Director to approve the execution of change orders up to 10% of the contract cost ($11,735), for a total not to exceed construction agreement amount of $129,085.

At this time, the Stadium Manager needs to issue a Contract Change Order No. 1 to the Agreement with United Mechanical, Inc. in the amount of $16,989 to complete the project. The change order will cover labor and materials for the replacement of the discontinued and malfunctioning sand filter pump and motor with a new Armstrong Fluid Technology. The change order exceeds the amount budgeted for the FY 2023/24 CapEx Project by $6,953 and the authority previously approved by the Board, therefore the Stadium Manager is requesting additional Board action for the FY 2023/24 City of Santa Clara Printed on 11/9/2023Page 1 of 3
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23-1352 Agenda Date: 11/14/2023
Cooling Towers CapEx Project as follows:

1. Approve a budget amendment to increase the total budget amount for the Cooling Towers CapEx Project by $6,953, from $129,085 to $136,038, to complete the project;

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

3. Authorize the Stadium Manager to execute a Contract Change Order No. 1 with a not to exceed amount of $16,989; and

4. Authorize the Stadium Manager to execute change orders up to $1,698 for a total not to exceed construction agreement amount of $136,038.

DISCUSSION
Stadium Authority staff reviewed the Stadium Manager’s Recommendation for Augmentation of Budget Memo (Attachment 1) and draft Contract Change Order No. 1 against the Board’s December 6, 2022 approval and existing Agreement with United Mechanical, Inc. (Attachment 2). The Stadium Manager has also communicated to staff that the cooling towers were installed ten years ago when Levi’s Stadium was built. Based on the documentation and provided information, staff recommends approval of the Stadium Manager’s request.

The Stadium Authority Counsel’s Office has reviewed the requested change order for comparison to the Stadium Authority’s customary language. While there are some differences in the language, the change order submitted 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 change order. Nothing in the proposed change order 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.

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

FISCAL IMPACT
The Stadium Authority FY 2023/24 CapEx Budget includes $129,085 for the Cooling Towers CapEx Project. The Stadium Manager’s request will require a budget amendment to increase the line item by $6,953 to a total budget amount of $136,038. The table below summarizes the budget amendment as discussed above:

CapEx Project Current Increase/
(Decrease)
Revised
Cooling Towers (2020/21 Carryover) $ 129,085 $ 6,953 $ 136,038 Capital Budget Ending Fund Balance $ 6,189,884 $ (6,953) $ 6,182,931 City of Santa Clara Printed on 11/9/2023Page 2 of 3
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23-1352 Agenda Date: 11/14/2023
CapEx Project Current Increase/
(Decrease)
Revised
Cooling Towers (2020/21 Carryover) $ 129,085 $ 6,953 $ 136,038 Capital Budget Ending Fund Balance $ 6,189,884 $ (6,953) $ 6,182,931

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 a budget amendment for the Cooling Towers line item in the Stadium Authority FY 2023/24 CapEx Budget to increase the budget by $6,953 from the Capital Budget Ending Fund Balance, for a total budget amount of $136,038;

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

3. Authorize the Stadium Manager to execute a Contract Change Order No. 1 to the Agreement with United Mechanical, Inc. with a not to exceed amount of $16,989; and

4. Authorize the Stadium Manager to execute change orders up to $1,698 for a total not to exceed construction agreement amount of $136,038.

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

ATTACHMENTS

1. Stadium Manager’s Recommendation for Augmentation of Budget Memo

2. Agreement with United Mechanical, Inc.

City of Santa Clara Printed on 11/9/2023Page 3 of 3
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1 Date: October 13, 2023

To: Jovan Grogan
Executive Director
Santa Clara Stadium Authority

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

Subject: Recommendation for Augmentation of Budget for Levi’s Stadium Cooling Towers Project

Recommendation

1. Recommend a budget augmentation for the Levi’s Stadium Cooling Towers Project (Project) in the amount of $6,952.90, increasing the maximum compensation from $129,085 to $136,037.90 to complete the Project.

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

3. Authorize Stadium Manager to execute Contract Change Order No. 1 with a not to exceed amount of $16,989.

4. Authorize Stadium Manager to execute change orders up to 10% of the Project cost or $1,698 for a total not to exceed construction contract amount of $136,037.90.

Solicitation Process
On December 6, 2022, the Santa Clara Stadium Authority (SCSA) approved the Forty Niners Stadium Management Company’s (Stadium Manager) recommendation to award an agreement to United Mechanical, Inc., in the amount of $117,350, to replace the internal parts and systems for the cooling towers at Levi’s Stadium. The SCSA Board also approved a 10% contingency amount of $11,735 to execute change orders for a total not to exceed construction contract amount of $129,085.

Stadium Manager has a need to issue Contract Change Order No. 1 in the amount of $16,989 to complete the work. This amount exceeds the amount authorized by the Board and therefore Stadium Manager is recommending a budget augmentation to cover the difference including a 10% contingency amount to issue an additional change order if required to complete the Project.

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

1. United Mechanical, Inc. Bid - $117,350

STADIUM

FORTY NINERS STADIUM MANAGEMENT COMPANY
2 2. Contingency 10% of Construction Contract Amount - $11,735

3. Total amount approved by the SCSA Board on December 6, 2022 is $129,085

4. Proposed Change Order No. 1 Amount - $16,989

5. Contingency 10% of Change Order No. 1 Amount - $1,698.90

6. Total Amount Needed - $18,687.90

7. Difference is 6,952.90

Once Stadium Manager receives approval from the SCSA Board, the Contract Change Order No. 1 will be executed with United Mechanical, Inc., and a fully executed copy will be forwarded to the SCSA. In addition, Stadium Manager requests authorization to issue change orders up to $1,698.90 or 10% of the project cost which will allow Stadium Manager to take timely administrative action if required and not delay completion of the Project.

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

~ DocuSigned by:

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Contract No: 10142
RFB Number: RFB-FY22-0031 1 CONTRACT

FORTY NINERS STADIUM MANAGEMENT COMPANY LLC

CONSTRUCTION CONTRACT

LEVI’S STADIUM COOLING TOWER IMPROVEMENTS

AND SPARE PARTS PURCHASE PROJECT

1. P ARTIES AND DATE.

This Contract is made and entered into this Third day of January, 2023 and between the Forty Niners Stadium Management Company LLC, a Delaware limited liability company (“Stadium Manager”) and United Mechanical, Inc., a California Corporation, with its principal place of business at 2185 Oakland Road, San Jose, CA 95131 (“Contractor”). Stadium Manager and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Contract.

2. R
ECITALS.

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

2.2 Contractor. Contractor desires to perform and assume responsibility for the provision of certain construction services required by the Stadium Manager on the terms and conditions set forth in this Contract. Contractor represents that it is duly licensed and experienced in providing facility cooling tower related construction services, that it and its employees or subcontractors have all necessary licenses and permits to perform the services in the State of California, and that it is familiar with the plans of Stadium Manager. The following license classifications are required for this Project: B – General Building Contractor or C-20 – Warm Air Heating, Ventilation and Air-Conditioning Contractor or C-36 – Plumbing Contractor.

2.3 Project. Stadium Manager desires to engage Contractor to render such services for the Levi’s Stadium Cooling Tower Improvements and Spare Parts Project (“Project”) as set forth in this Contract.

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

3. T
ERMS

3.1 Incorporation of Documents. This Contract includes and hereby incorporates in full by reference the following documents, including all exhibits, drawings, specifications and documents therein, and attachments and addenda thereto:
• Services/Schedule (Exhibit “A”)
• Plans and Specifications (Exhibit “B”)
• Special Conditions (Exhibit “C”)
• Contractor’s Certificate Regarding Workers’ Compensation (Exhibit “D”) • Public Works Contractor Registration Certification (Exhibit “E”) • Payment and Performance Bonds (Exhibit “F”)
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• Procurement and Contract Process Integrity and Conflict of Interest Guidelines (Exhibit “G”)
• Levi’s Stadium Jobsite Rules (Exhibit “H”)
• Addenda
• Change Orders executed by the Stadium Manager
• 2018 Edition of the Standard Specifications for Public Works Construction (The Greenbook), Excluding Sections 1-9
• Notice Inviting Bids, if any
• Instructions to Bidders, if any
• Contractor’s Bid

3.2.2 Substitutions/”Or Equal”. Pursuant to Public Contract Code Section 3400(b), the Stadium Manager may make a finding that designates certain products, things, or services by specific brand or trade name. Unless specifically designated in this Contract, whenever any material, process, or article is indicated or specified by grade, patent, or proprietary name or by name of manufacturer, such Specifications shall be deemed to be used for the purpose of facilitating the description of the material, process or article desired and shall be deemed to be followed by the words “or equal.”
Contractor may, unless otherwise stated, offer for substitution any material, process or article which shall be substantially equal or better in every respect to that so indicated or specified in this Contract. However, the Stadium Manager may have adopted certain uniform standards for certain materials, processes and articles. Contractor shall submit requests, together with substantiating data, for substitution of any “or equal” material, process or article no later than seven (7) calendar days prior to the bid submission deadline set forth in the Notice Inviting Bids as it may be amended. Provisions regarding submission of “or equal” requests shall not in any way authorize an extension of time for performance of this Contract. If a proposed “or equal” substitution request is rejected or submitted untimely, Contractor shall be responsible for -82:1547Ā.7;36893Ā0-)Ā#(/+-$#,Ȁ"&('Ȁ$' $Ȁ+"+&Ȁ-!(.,!%**$(# 83784.00001\40140753.1

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providing the specified material, process or article. The burden of proof as to the equality of any material, process or article shall rest with Contractor.

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

3.3 Period of Performance.

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

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

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

3.3.3 Liquidated Damages. Pursuant to Government Code Section 53069.85, Contractor shall pay to the Stadium Manager as fixed and liquidated damages the sum of one hundred dollars ($100.00) per day for each and every calendar day of delay beyond the Contract -82:1547Ā.7;36893Ā0-)Ā#(/+-$#,Ȁ"&('Ȁ$' $Ȁ+"+&Ȁ-!(.,!%**$(# 83784.00001\40140753.1

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

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

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

3.7 Compensation and Payment.

3.7.1 Amount of Compensation. As consideration for performance of the Work required herein, Stadium Manager agrees to pay Contractor the Total Contract Price of One Hundred Seventeen Thousand Three Hundred Fifty Dollars ($117,350.00) (“Total Contract Price”) provided that such amount shall be subject to adjustment pursuant to the applicable terms of this Contract or written change orders approved and signed in advance by the Stadium Manager.

3.7.2 Payment of Compensation. If the Work is scheduled for completion in thirty (30) or less calendar days, Stadium Manager will arrange for payment of the Total Contract Price upon completion and approval by Stadium Manager of the Work. If the Work is scheduled for completion in more than thirty (30) calendar days, Stadium Manager will pay Contractor on a -82:1547Ā.7;36893Ā0-)Ā#(/+-$#,Ȁ"&('Ȁ$' $Ȁ+"+&Ȁ-!(.,!%**$(# 83784.00001\40140753.1

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

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

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

3.7.6 Substitutions for Contract Retentions. In accordance with California Public Contract Code Section 22300, the Stadium Manager will permit the substitution of securities for any monies withheld by the Stadium Manager to ensure performance under the Contract. At the request and expense of Contractor, securities equivalent to the amount withheld shall be deposited with the Stadium Manager, or with a state or federally chartered bank in California as the escrow agent, and thereafter the Stadium Manager shall then pay such monies to Contractor -82:1547Ā.7;36893Ā0-)Ā#(/+-$#,Ȁ"&('Ȁ$' $Ȁ+"+&Ȁ-!(.,!%**$(# 83784.00001\40140753.1

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

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

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

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

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

3.7.14.1 Division of Apprenticeship Standards (DAS) 140 Form (applicable if Total Contract Price is $30,000 or more). Contractor, on behalf of itself and its subcontractors, must provide a copy of DAS 140 forms filed with the appropriate apprenticeship -82:1547Ā.7;36893Ā0-)Ā#(/+-$#,Ȁ"&('Ȁ$' $Ȁ+"+&Ȁ-!(.,!%**$(# 83784.00001\40140753.1

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

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

3.7.14.4 Certified Payroll Records; Statement of Compliance.

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

3.7.14.6 Demand for Compliance Records. At any time during or subsequent to the full performance of the Work under this Contract and in addition to the obligations set forth above, Stadium Manager and/or the Santa Clara Stadium Authority may require 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 Santa Clara Stadium Authority, prior to full release of payment.

3.7.14.7 Withholding for Non-Compliance. In the event Contractor or any subcontractor is found not to be in compliance with the foregoing requirements for any application for payment whether for progress payments or final payment, Stadium Manager has the right to withhold up to ten percent (10%) of the amount owed to Contractor under the affected application for payment until full compliance is achieved. Contractor acknowledges and agrees the foregoing amount is a reasonable estimate of the value of the documentation specified above. -82:1547Ā.7;36893Ā0-)Ā#(/+-$#,Ȁ"&('Ȁ$' $Ȁ+"+&Ȁ-!(.,!%**$(# 83784.00001\40140753.1

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

3.8 Performance of Work; Jobsite Obligations.

3.8.1 Water Quality Management and Compliance.

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

3.8.1.3 Other Water Quality Rules Regulations and Policies.

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

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

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the performance of the Contract or the Work, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Work. If Contractor observes that the drawings or specifications are at variance with any law, rule or regulation, it shall promptly notify the Stadium Manager in writing. Any necessary changes shall be made by written change order. Stadium Manager shall further comply with all requirements specified in the Stadium Manager’s Procurement and Contract Process Integrity and Conflict of Interest Guidelines, which are attached hereto as Exhibit “G” and incorporated herein by this reference. If Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the Stadium Manager, Contractor shall be solely responsible for all costs arising therefrom. Stadium Manager may be subject to certain provisions of the Health & Safety Code, Government Code, Public Contract Code, and Labor Code of the State. It is stipulated and agreed that all provisions of the law applicable to the public contracts of a municipality are a part of this Contract to the same extent as though set forth herein and will be complied with. Contractor shall defend, indemnify and hold the Indemnified Parties (defined below) free and harmless, pursuant to the indemnification provisions of this Contract, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

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

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

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

3.8.7 Underground Utility Facilities. To the extent required by Section 4215 of the California Government Code, Stadium Manager shall compensate Contractor for the costs of:
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(1) locating and repairing damage to underground utility facilities not caused by the failure of Contractor to exercise reasonable care; (2) removing or relocating underground utility facilities not indicated in the construction drawings; and (3) equipment necessarily idled during such work.

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

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

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

3.10 Claims; Government Code Claim Compliance.

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

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

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

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

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

3.10.3.3 Chronology of events and correspondence

3.10.3.4 Analysis of claim merit

3.10.3.5 Analysis of claim cost

3.10.3.6 Time impact analysis in CPM format

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

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

3.10.4 Stadium Manager’s Response. Upon receipt of a claim pursuant to this Section, Stadium Manager shall conduct a reasonable review of the claim and, within a period -82:1547Ā.7;36893Ā0-)Ā#(/+-$#,Ȁ"&('Ȁ$' $Ȁ+"+&Ȁ-!(.,!%**$(# 83784.00001\40140753.1

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not to exceed 45 days, shall provide the Contractor a written statement identifying what portion of the claim is disputed and what portion is undisputed. Any payment due on an undisputed portion of the claim will be processed and made within 60 days after the Stadium Manager issues its written statement.

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

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

3.10.6.1 If the Parties cannot agree upon a mediator, each Party shall select a mediator and those mediators shall select a qualified neutral third party to mediate with regard to the disputed portion of the claim. Each Party shall bear the fees and costs charged by its respective mediator in connection with the selection of the neutral mediator. -82:1547Ā.7;36893Ā0-)Ā#(/+-$#,Ȁ"&('Ȁ$' $Ȁ+"+&Ȁ-!(.,!%**$(# 83784.00001\40140753.1

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

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

3.10.9 Government Code Claims. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, -82:1547Ā.7;36893Ā0-)Ā#(/+-$#,Ȁ"&('Ȁ$' $Ȁ+"+&Ȁ-!(.,!%**$(# 83784.00001\40140753.1

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claims and/or changed conditions, Contractor must comply with the claim procedures set forth in Government Code Sections 900 et seq. prior to filing any lawsuit against the Stadium Manager.

3.12 Indemnification.

3.12.1 Scope of Indemnity . To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the Stadium Manager, Forty Niners SC Stadium Company LLC, Forty Niners Football Company LLC, the Santa Clara Stadium Authority, the City of Santa Clara, their affiliates, and each of their respective officers, directors, managers, members, partners, owners, employees, agents and authorized volunteers, each tenant and event promoter of Levi’s Stadium, and any mortgagee, bond trustee or other financial institution from time to time holding a line or indenture upon an interest in Levi’s Stadium, and each of them (collectively, the “Indemnified Parties”), free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, (collectively, “Claims”) in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Contractor’s services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys’ fees and other related costs and expenses. Notwithstanding the foregoing, to the extent required by Civil Code Section 2782, Contractor’s indemnity obligation shall not apply to liability for damages for death or bodily injury to persons, injury to property, or any other loss, damage or expense arising from the sole or active negligence or willful misconduct of the Indemnified Parties or the Indemnified Parties’ agents, -82:1547Ā.7;36893Ā0-)Ā#(/+-$#,Ȁ"&('Ȁ$' $Ȁ+"+&Ȁ-!(.,!%**$(# 83784.00001\40140753.1

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servants, or independent contractors who are directly responsible to the Indemnified Parties, or for defects in design furnished by those persons.

3.13 Insurance.

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

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

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

Employer’s Liability limits of $1,000,000 each accident, policy limit bodily injury or disease, and each employee bodily injury or disease. Defense costs shall be available in addition to the limits. -82:1547Ā.7;36893Ā0-)Ā#(/+-$#,Ȁ"&('Ȁ$' $Ȁ+"+&Ȁ-!(.,!%**$(# 83784.00001\40140753.1

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

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

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

3.13.3.3 Workers’ Compensation and Employer’s Liability Coverage.

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

3.13.4 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, -82:1547Ā.7;36893Ā0-)Ā#(/+-$#,Ȁ"&('Ȁ$' $Ȁ+"+&Ȁ-!(.,!%**$(# 83784.00001\40140753.1

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such insurance shall not contain any special limitations on the scope of protection afforded to the Stadium Manager, its officials, employees, agents and authorized volunteers.

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

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

3.14 Bond Requirements.

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

3.14.2 Performance Bond. If specifically requested by Stadium Manager in Exhibit “C” attached hereto and incorporated herein by reference, Contractor shall execute and provide to Stadium Manager concurrently with this Contract a Performance Bond in an amount required by the Stadium Manager and in a form provided or approved by the Stadium Manager. If such -82:1547Ā.7;36893Ā0-)Ā#(/+-$#,Ȁ"&('Ȁ$' $Ȁ+"+&Ȁ-!(.,!%**$(# 83784.00001\40140753.1

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bond is required, no payment will be made to Contractor until the bond has been received and approved by the Stadium Manager.

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

3.15 Warranty. Contractor warrants all Work under the Contract (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the Work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Contract or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the Work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by the Stadium Manager of any defect in the Work or non-conformance of the Work to the Contract, commence and prosecute with due diligence all Work necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act sooner as requested by the Stadium Manager in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the Work (or work of other contractors) damaged by its defective Work or which becomes damaged in the course of repairing or replacing defective Work. For any Work so corrected, Contractor’s obligation hereunder to correct defective Work shall be reinstated for an additional one-year period, commencing with the date of acceptance of such corrected Work. Contractor shall perform such tests as the Stadium Manager may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Contract. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the Work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the Stadium Manager, regardless of whether or not such warranties and guarantees have been transferred or assigned to the Stadium Manager by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the Stadium Manager. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Contract, to the reasonable satisfaction of the Stadium Manager, the Stadium Manager shall have the right to correct and replace any defective -82:1547Ā.7;36893Ā0-)Ā#(/+-$#,Ȁ"&('Ȁ$' $Ȁ+"+&Ȁ-!(.,!%**$(# 83784.00001\40140753.1

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or non-conforming Work and any work damaged by such work or the replacement or correction thereof at Contractor’s sole expense. Contractor shall be obligated to fully reimburse the Stadium Manager for any expenses incurred hereunder upon demand.

3.16 Employee/Labor Certifications.

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

3.17 General Provisions.

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

Following approval by the Stadium Manager, Contractor’s Representative shall have full authority to represent and act on behalf of Contractor for all purposes under this Contract. Contractor’s Representative shall supervise and direct the Work, using his best skill and attention, and shall be responsible for all construction means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Work under this Contract. Contractor’s Representative shall devote full time to the Project and either he or his designee, who shall be acceptable to the Stadium Manager, shall be present at the Work site at all times that any Work is in progress and at any time that any employee or subcontractor of Contractor is present at the Work site. Arrangements for responsible supervision, acceptable to the Stadium Manager, shall be made for emergency Work which may be required. Should Contractor desire to change its -82:1547Ā.7;36893Ā0-)Ā#(/+-$#,Ȁ"&('Ȁ$' $Ȁ+"+&Ȁ-!(.,!%**$(# 83784.00001\40140753.1

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Contractor’s Representative, Contractor shall provide the information specified above and obtain the Stadium Manager’s written approval.

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

C
ONTRACTOR:

United Mechanical, Inc.
2185 Oakland Road, San Jose, CA 95131
Attn: Bo Peevey, Sr. Project Manager

S
TADIUM MANAGER:

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

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

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

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

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

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

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

3.17.14 Solicitation. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Contract. Further, Contractor warrants that it has not paid, nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration -82:1547Ā.7;36893Ā0-)Ā#(/+-$#,Ȁ"&('Ȁ$' $Ȁ+"+&Ȁ-!(.,!%**$(# 83784.00001\40140753.1

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contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, Stadium Manager shall have the right to terminate this Contract without liability.

3.17.16 Certification of License.

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

Box 26000, Sacramento, California 95826.

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

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

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

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SIGNATURE PAGE FOR CONSTRUCTI ON CONTRACT

BETWEEN THE FORTY NINERS STADIUM MANAGEMENT COMPANY LLC AND UNITED MECHANICA L, INC.

IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the Third day of January, 2023.

FORTY NINERS STADIUM

MANAGEMENT COMPANY LLC
By: C
DocuSigned by:
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Chief Financial Officer
RFB Number: RFB-FY22-0D31
83784.0000I\40140753 .1
By: ~
Its: UEuq.ws v,w ~W4"
Printed Name: N ea\ fo )(,
License No.: $::"2%2'? S:
25 CONTRACT
83784.00001\40140753.1

Contract No: 10142
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EXHIBIT “A”

SERVICES / SCHEDULE

SUMMARY
This Project provides spare parts and improvements for the Levi’s Stadium’s cooling towers located southeast of the stadium. The existing cooling towers are Marley NC8407TAN with four (4) cells total. The fan blade connectors, gear boxes, and motor couplings are showing signs of corrosion. The existing cooling towers use makeup water from the reclaimed water system at the stadium. Scaling of fill is an ongoing maintenance task due to the high phosphate levels contained in the cooling tower makeup water. These improvements and spare parts will extend the useful life of the existing towers and maintain operations at Levi’s Stadium.

SCOPE OF WORK

1. Base Bid Scope: Cooling Tower Improvements and Spare Parts a. Contractor shall replace the existing gear box on Cell 1. Existing photos of these components are shown in Exhibit “A-1”.
b. Contractor shall clean, refurbish and paint fan blade connectors, per manufacturer’s recommendations, for all four (4) cells. Existing photos of these components are shown in Exhibit “A-1”.
c. Contractor shall inspect and replace one (1) motor couplings per cell with like kind for all four (4) cells.
d. Contractor shall provide the spare parts to Levi’s Stadium’s engineering staff as defined in the “Materials” section of this Exhibit “A”. e. Contractor shall conduct improvements to the tower components as defined in the “Materials” section of this Exhibit “A”.
f. Contractor shall conduct the following activities for all tower components:
i. Clean Water Level Indicators
ii. Lubricate Motor/Gearbox

2. Additive Alternate Item #1 Scope: Spare Parts – One (1) Attic Stock Gear Box a. Contractor shall provide one (1) attic stock gear box to match existing. Photos of these existing components are shown in Exhibit “A-1”.

3. Contractor shall provide all materials, equipment, tools, labor, supervision, and project management necessary to complete the Project. Contactor is responsible for obtaining all permits and approvals from authorities having jurisdiction as may be necessary to complete the Project.

4. Locations of cooling towers are shown in Exhibit “A-2” for reference.

-82:1547Ā.7;36893Ā0-)Ā#(/+-$#,Ȁ"&('Ȁ$' $Ȁ+"+&Ȁ-!(.,!%**$(# 83784.00001\40140753.1

Contract No: 10142
RFB Number: RFB-FY22-0031 27 CONTRACT

GENERAL REQUIREMENTS

2. In all active Work areas, Contractor shall provide, install and maintain all necessary barricades and warnings to prohibit pedestrian access into any affected Work area. This not only includes areas surrounding the Work, but also includes areas below the Work. Levi’s Stadium is an active building containing employees, guests, and other contractors on a daily basis.

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

MATERIALS

1. Contractor shall provide the following spare parts, from the tower manufacturer or an approved equal, to Stadium Manager as part of the Base Bid Scope. a. Attic Stock - all to match existing components:
i. Gear box
ii. Motors
iii. Fan Blade Connectors
iv. Basin Water Level Indicator
v. Isolation Valves and Actuators for Make-up and Hot Deck Dispersion vi. Hot Deck Inlet Nozzle
vii. Vibration Switches

2. Contractor shall provide the following spare parts, from the tower manufacturer or an approved equal, to Levi’s Stadium’s Engineering Staff as part of the Additive Alternate #1 Scope.
a. Attic Stock - all to match existing components:
i. Gear box

3. Contractor shall be solely responsible for ensuring and verifying the parts and pieces required, including any approved substitutes, are compatible with the existing towers. -82:1547Ā.7;36893Ā0-)Ā#(/+-$#,Ȁ"&('Ȁ$' $Ȁ+"+&Ȁ-!(.,!%**$(# 83784.00001\40140753.1

Contract No: 10142
RFB Number: RFB-FY22-0031 28 CONTRACT

SUBMITTALS

1. Contractor shall submit parts and pieces identified in the “Materials” section of this document to the Stadium Manager for review and approval.

2. Contractor shall submit paint specifications and procedure to the Stadium Manager for review and approval.

INSTALLATION

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

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

SCHEDULE

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

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Contract No: 10142
RFB Number: RFB-FY22-0031 29 CONTRACT

EXHIBIT “A-1”

FAN BLADE CONNECTOR AND GEAR BOX

-82:1547Ā.7;36893Ā0-)Ā#(/+-$#,Ȁ"&('Ȁ$' $Ȁ+"+&Ȁ-!(.,!%**$(# 83784.00001\40140753.1

Contract No: 10142
RFB Number: RFB-FY22-0031 30 CONTRACT

EXHIBIT “A-2”

COOLING TOWER LOCATION

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Contract No: 10142
RFB Number: RFB-FY22-0031 31 CONTRACT

EXHIBIT “B”

PLANS AND SPECIFICATIONS
PLEASE REFER TO EXHIBIT “A”.

-82:1547Ā.7;36893Ā0-)Ā#(/+-$#,Ȁ"&('Ȁ$' $Ȁ+"+&Ȁ-!(.,!%**$(# 83784.00001\40140753.1

Contract No: 10142
RFB Number: RFB-FY22-0031 32 CONTRACT

EXHIBIT “C”

SPECIAL CONDITIONS

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

ARTICLE 2. STADIUM MANAGER’S REPRESENTATIVE DESIGNEE
For purposes of this Project, the Stadium Manager’s Representative Designee shall be: Vice President, Stadium Operations and Strategic Planning
ARTICLE 3. LOCATION OF THE PROJECT
The Project is located at Levi’s Stadium, 4900 Marie P. DeBartolo Way, Santa Clara, CA ARTICLE 4. SCHEDULE CONSTRAINTS
It is anticipated that the Contractor will be unable to perform Work on the Project site at least 48 hours prior to and 24 hours after any event with a projected attendance greater than 10,000 people without prior written approval from the Stadium Manager. Specific known dates for these events at this time include the following dates:

1. July 29, 2022

2. August 12, 2022

3. August 27, 2022

4. September 18, 2022

5. October 3, 2022

6. October 8-9, 2022

7. October 23, 2022

8. November 13, 2022

9. November 27, 2022

10. December 4, 2022
-82:1547Ā.7;36893Ā0-)Ā#(/+-$#,Ȁ"&('Ȁ$' $Ȁ+"+&Ȁ-!(.,!%**$(# 83784.00001\40140753.1

Contract No: 10142
RFB Number: RFB-FY22-0031 33 CONTRACT

11. December 11, 2022

12. December 24, 2022

13. January 7, 2023
Contractor is assumed to have accounted for such events during the duration of the Project as part of its bid and may not claim any time or cost impacts and will not be granted any time extensions or additional compensation as a result of these events.

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

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

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

Stadium Manager has considered these safety programs when determining the Contract Time and no additional time or compensation will be added to the Contract due to these safety programs.
-82:1547Ā.7;36893Ā0-)Ā#(/+-$#,Ȁ"&('Ȁ$' $Ȁ+"+&Ȁ-!(.,!%**$(# -82:1547Ā.7;36893Ā0-)Ā#(/+-$#,Ȁ"&('Ȁ$' $Ȁ+"+&Ȁ-!(.,!%**$(# EXHIBIT "D"

CERTIFICATION
LABOR CODE- SECTION 1861
Contract No: 10142
I, the undersigned Contractor, am aware of the provisions of Section 3700, et seq .. of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of the Code, and I, the undersigned Contractor, agree to and will comply with such provisions before commencing the performance of the Work on this Contract.

UNITED MECHA
By:

Name (Print)
~xec. v ,c.e Pre.st&e rer
Title (Print)
RFB Number: RFB-FY22-0031
83 784.0000I \40140753 . 1
34 CONTRACT
-82:1547Ā.7;36893Ā0-)Ā#(/+-$#,Ȁ"&('Ȁ$' $Ȁ+"+&Ȁ-!(.,!%**$(# Contract No: 10142
EXHIBIT 11E"

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

DIR Registration Expiration: ~,~O j2S:

Small Project Exemption: __ Yes or L_ No
Unless Contractor is exempt pursuant to the small project exemption, Contractor further acknowledges :
• Contractor shall maintain a current DIR registration for the duration of the project. • Contractor shall include the requirements of Labor Code Sections 1725.5 and 1771.1 in its contract with subcontractors and ensure that all subcontractors are registered at the time of bid opening and maintain registration status for the duration of the project. • Failure to submit this form or comply with any of the above requirements may result in a finding that the bid is non-responsive.
4oAeA fv1uh4":u.-,
) . 1&11" " Name and Titl ,_1 .fV kt"~
Dated 11/ 11 / Ji
1 If the Project is exempt from the contractor registration requirements pursuant to the small project exemption under Labor Code Sections 1725.5 and 1771.1, please mark "Yes" in response to "Small Project Exemption."
RFB Number : RFB-FY22-0031
83784.0000 1\40 140753.I
35 CONTRACT
83784.00001\40140753.1

Contract No: 10142
RFB Number: RFB-FY22-0031 36 CONTRACT

EXHIBIT “F”

PAYMENT AND PERFORMANCE BONDS

ATTACHED BEHIND THIS PAGE

-82:1547Ā.7;36893Ā0-)Ā#(/+-$#,Ȁ"&('Ȁ$' $Ȁ+"+&Ȁ-!(.,!%**$(# -82:1547Ā.7;36893Ā0-)Ā#(/+-$#,Ȁ"&('Ȁ$' $Ȁ+"+&Ȁ-!(.,!%**$(#

THE FINAL PREMIUM IS

PREDICATED ON THE

FINAL CONTRACT AMOUNT

PERFORMANCE BOND
KNOW ALL PERSONS BY THESE PRESENTS:

Bond No. SU 1189316
Contract No: 10142
THAT WHEREAS, the Forty Niners Stadium Management Company LLC (hereinafter referred to as "Stadium Manager") has awarded to California United Mechanical. Inc., (hereinafter referred to as the "Contractor") __________ an agreement for Levi's Stadium Cooling Tower Improvements and Spare Parts Project (hereinafter referred to as the "Project").

WHEREAS, the work to be performed by the Contractor is more particularly set forth in the Contract Documents for the Project dated January 3, 2023 , (hereinafter referred to as "Contract Documents"), the terms and conditions of which are expressly incorporated herein by reference; and
WHEREAS, the Contractor is required by said Contract Documents to perform the terms thereof and to furnish a bond for the faithful performance of said Contract Documents.

NOW, THEREFORE, we, California United Mechariic11I, Inc.the undersigned Contractor and Arch Insurance Company as Surety, a corporation organized and duly authorized to transact business under the laws of the State of California, are held and firmly bound unto the Stadium Manager in the sum of • DOLLARS, ($117,350.00 ), said sum being not less than one hundred percent (100%) of the total amount of the Contract, for which amount well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents. *One Hundred Seventeen Thousand Three Hundred Fifty and 0/100 THE CONDITION OF THIS OBLIGATION IS SUCH, that, if the Contractor, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and agreements in the Contract Documents and any alteration thereof made as therein provided, on its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their intent and meaning; and shall faithfully fulfill all obligations including the one-year guarantee of all materials and workmanship; and shall indemnify and save harmless the Indemnified Parties, as stipulated and defined in said Contract Documents, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect.

As a condition precedent to the satisfactory completion of the Contract Documents, unless otherwise provided for in the Contract Documents, the above obligation shall hold good for a period of one (1) year after the acceptance of the work by Stadium Manager, during which time if Contractor shall fail to make full, complete, and satisfactory repair and replacements and totally protect the Stadium Manager from loss or damage resulting from or caused by defective materials or faulty workmanship, Surety shall undertake and faithfully fulfill all such obligations. The obligations of Surety hereunder shall continue so long as any obligation of Contractor remains.

Nothing herein shall limit the Stadium Manager's rights or the Contractor or Surety's obligations under the Contract, law or equity, including, but not limited to, California Code of Civil Procedure Section 337 .15.

RFB Number; RFB-FY22-0031
83784.0000 I \40140753.l
37 CONTRACT
-82:1547Ā.7;36893Ā0-)Ā#(/+-$#,Ȁ"&('Ȁ$' $Ȁ+"+&Ȁ-!(.,!%**$(# Contract No: 10142
( 1} Take over and complete the Project in accordance with all terms and conditions in the Contract Documents; or
(2) Obtain a bid or bids for completing the Project in accordance with all tenns and conditions in the Contract Documents and upon detennination by Surety of the lowest responsive and responsible bidder, arrange for a Contract between- such bidder, the Surety and the Stadium Manager, and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term "balance of the contract price" as used in this paragraph shall mean the total amount payable to Contractor by the Stadium Manager under the Contract and any modification thereto, less any amount previously paid by the Stadium Manager to the Contractor and any other set offs pursuant to the Contract Documents.
(3) Permit the Stadium Manager to complete the Project in any manner consistent with local, Califom;a and federal law and make avaHable as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The tenn "balance of the contract price" as used in this paragraph shall mean the total amount payable to Contractor by the Stadium Manager under the Contract and any modification thereto, less any amount previously paid by the Stadium Manager to the Contractor and any other set offs pursuant to the Contract Documents.

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

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

The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contrad Documents or to the Project to be performed thereunder shall ;n any way affect its obfigations on this bond, and it does hereby waive notice of any such change , extension of time , alteration or addition to the terms of the Contract Documents or to the Project, including but not limited to the provisions of Sections 2819 and 2845 of the California Civil Code.

IN WITNESS Wl-fEREOF, we have hereunto set our hands and e this _1_6_th __ day of December , 20~.
(Corporate Seal)
RFB Number ; RF8-FY22-0031
8J78~ OOOOI\-IOl40753.l
38 California United M
Contractor/ e
By _____ ~--....... ::-~---
Neal Fox
Tiitle Executive Vice President ------------'-~=---

CONTRACT
-82:1547Ā.7;36893Ā0-)Ā#(/+-$#,Ȁ"&('Ȁ$' $Ȁ+"+&Ȁ-!(.,!%**$(# Contract No: 10142
Arch Insurance Company
(Corporate Seal) Sur~
By~ :2:?::1:1 -=>-
Attorney-in-Fact , Chelsea Liberatore
Signatures of those signing for the Contractor and Surety must be notarized and evidence of corporate authority attached. Attach Attorney-in-Fact Certificate of surety signatory.

The rate of premium on this bond is $9.00 per thousand. The total amount of premium charges, $_1 __ ,0_56_._oo __________ _
(The above must be filled in by corporate attorney.)

THIS IS A REQUIRED FORM
Any claims under this bond may be addressed to:
(Name and Address of Surety) _A_r_ch_l_ns_u_ra_nc_e_c_o_m_p_an_y __________ _ (Name and Address of Agent or
Representative for service of
process in California, if different
from above)
(T e1ephone number of Surety and
Agent or Representative for service
of process in California)
550 South Hope Street, Suite 2600
Los Angeles, CA 90017
Commercial Surety Bond Agency
5050 Laguna Blvd., Ste. 112 -#804
Elk Grove, CA 95758
415-747-7625
NOTE: A copy of the Power-of-Attorney authorizing the person signing on behalf of the Surety to do so must be attached hereto.

RFB Number: RFB-FY22-0031
83784.00001\40140753 . l
39 CONTRACT
-82:1547Ā.7;36893Ā0-)Ā#(/+-$#,Ȁ"&('Ȁ$' $Ȁ+"+&Ȁ-!(.,!%**$(# Contrad No: 10142
Notary Acknowledgment
A notary public or other officer completing this certificate verifies only the identity of the individual who slgned the document to which this certificate is attached, ana not the truthfulness, accuracy, or validity of that document
STATE OF CALIFORNIA SEE ATTACHED NOTARY COUNTY OF _____ _ On _______ ___. 20_, before me, _____________ • Notary Public, personally appeared , who proved to me on the b · of satisfadory
evidence to be the person(s) whose name(s) is/are subscribed to the within in ment and acknowledged to me that he/she/they executed the same in his/her/their authorized ca (ies}, and that by his/her/their signature(s) on the instrument the person(s), or the entity upon beha which the person(s) acted, executed the instrument.

I certify under PENAL 1Y OF PERJURY under the laws of State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official sear.

OPTIONAL
Though the ,n rmatlon below is not requrred by law, it may prove valuable to persons relying on the document d could prevent fraudulent removal and reat tacttment of this form to another document olndivi
□ Corporate Officer
□ Partner(s}
□ Attorney-In-Fact
D Trustee(s)
D Guardian/Conservator
□ Other:

Signer is representing:

Title{s}
□ Limited
□ General
Name Ot PefSOll(sl Or Entity(ies)
RFB Number : RFB-FY22-0031
8378-l.00001\40140753 t

DESCRIPTION OF ATTACHED DOCUMENT
Title or Type of Document
Number of Pages
Date of Document
Signer(s) Other Than Named Above
40 CONTRACT
-82:1547Ā.7;36893Ā0-)Ā#(/+-$#,Ȁ"&('Ȁ$' $Ȁ+"+&Ȁ-!(.,!%**$(# CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. }
State of California
Countyof S@
On l '1/ltj/zt, Lt _ before me, __ B_~ ..... ~--L---+y,_N_0i____.ry._____R_IAbJ_,'c. ___ _.

Date Here Insert Name and Title of the Officer
personally appeared ----'N_eJA, __ l __ f;_l>_)( ___________________ _ Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) ls/are subscribed to the within Instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies). and that by his/her/their slgnature(s) on the instrument the person{s). or the entity upon behalf of which the person(s) acted, executed the instrument. eeeeooeeof

BRYAN LY
;. Nomy P:.b.ic • C.:ifor-,1a I
• S.nta Clara CD1Jnty
CommlHion • 2319875 -
•• My Comm. Expir~ J,n 8. 2026
Place Notary Seal and/or Stomp Above
I certify under PENAL TY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.

WITNESS my hand and official seal.

S~natu,e /4~
Signature ~c

OPTIONAL
Completing this Information can deter alteration of the document or fraudulent reattachment of this form to on unintended document.

Description of Attached Document
Title or Type of Document: _________________________ _
DocumentDate : ____________________ Numberof Pages: ___ _ Signer(s) Other Than Named Above: _____________________ _ Capaclty(les} Claimed by Slgner(s)
Signer's Name: ___________ _ Signer' s Name: ___________ _ □ Corporate Officer - Tltle(s): ______ _ □ Corpo rate Officer - Title(s): ______ _ □ Partner - □ Limited □ General □ Partner - □ Limited □ General □ Individual o Attorney in Fact □ Indiv idual □ Attorney in Fact □ Trustee □ Guardian or Conservator □ Trust ee □ Guardian or Conservator □ Other:
□ Other: _____________ _
Signer is Representing: ________ _ Signer is Representing: ________ _ ©2019 National Notary Association
-82:1547Ā.7;36893Ā0-)Ā#(/+-$#,Ȁ"&('Ȁ$' $Ȁ+"+&Ȁ-!(.,!%**$(#

ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individua1 who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.

State of CaMfomia Saaa
County of mento
On DEC 1 6 2022 before me, Zachary Liberatore, Notary Public ----------- (insert name and title of the officer) personally appeared Chelsea Liberatore
who proved to me on the basis of satisfactory ev;dence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. 1 certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
1····-·······
WITNESS my hand and official seal.
(Seal)
-82:1547Ā.7;36893Ā0-)Ā#(/+-$#,Ȁ"&('Ȁ$' $Ȁ+"+&Ȁ-!(.,!%**$(# Bond No. SU 1189316
AIC 0000385310
Tbi., ,..,,.'11, of~· liMils lite acts of tho.~ Rtlflttt MM","""~· ft,n-e ""Hdtority,.. 6;,fll lite c,,,.,,.,,,. U«JII in lite-·-"'"' M tlH! eJCtent /ffflfin .,tattrd. /llot ,vlid for Note, Loan, un~r of Crtrdit. Curnnq /lr,t,, Int,~ Rok or Residmtiol Volw G11ttr11ntns.

POWER OF ATTOR."\EY
Knnw All Penons Bv Thesr Prrsenls:

That the Arch lnsura~ce Company. a corporation organized and c.'<isting undcr the laws of the Slate ofMis.souri. h:t, ing ns pnnL,pal adrnimstn11i,·e office 1n Jersey Cuy.

Ne-, Jersey th<.-reinaftcr rcf.:m:d to as the "Compa ,iyNI ooes h<Yeby apPOint:

Ben Stong, Mithael D. Stong and R. 1"appi or Rh·enlde. CA (EACH) Benjamin Wolfe., Chelsea Liberatore or Samuncnlo, CA (EACH) Adrian Langrell, Arturo Ayala. Daniel Huckaba), Dwight Rt>IIJy, Fnnk Moronn and Sbaunna Ro:irfle Ostrom of Orange, CA {EACH) its true and lawful Attomey(s)in-fact. to make, execute, seal. and deli,·cr from the date of issuance oflhis powef for and on ilS behalf as l'ltrety. and as i1s act and deed ; Any and all bonds. undertakings. rccogni:1anccs and olher surety oblig:uions. in 1hc penal sum nol C:\cccding One llundrgl 1-'it\y Million Dollars tSI 50 000 000.0(1).

This authority does not permit the same obligation to I>,! split imo two or more bonds In ocder 10 bring e.tch such bond withm the dollar limit of authority a~ set forth herem ,
The execution of such bonds, undertakings. recogni7.3nces and other surety oblig;,tions in pursuance of these prcscnis shall he as b1ndmg upon the said Company as fully and amply lo all intents Mid purposes. as if the same had been dlily execut.:d and acknowled~ by ils regularly elected o fficers at its principal admi11istratl\'e office in Jersey City. New Jersey.

This rower of Attorney is executed by authority ofrewlutions adopted by unanimous consent ofthe Boord ofOircctors of the Company on August 31. 2022. 1n1e and accurate copies of \Ooftich are hercinafter set fonh and arc hereby ccnifted to by the under,igned Secretary as being ,n full force and effect:
"VOTED. That the Chainmn of the R,"rd. ti-.: l'n,-,;idcnt. ur the £><<.-.:utive Vice Pn.-sidcnl ur any St.-niur Vke l'n,>,;id..-nt. of the Surety Rusincss Oi, ision, or their appointees designated in writing and filed with the Secretary, or the Secretary shall have the powl'f and authority to appoint agenl5 and anomeys -m-fact, and lo authorize them ,;ul1jce1 to the limitall ons sci forth in 1hcir resp,:,t ivc powers of attomcy, 10 l!)(CCUtc on behalf of the Compmy. and attach the seal of the Company thereto. bonds. undertakings. recognizances and other surety obligatioos obligai<I'}' in the nature thc:reot: and any such officers of the COfflll311Y may aJlPOint agents for a<.-ccptance of process."
This Power of Anomcy is signed, scaled and cCltiticd by facsimile und,...-and by authority of the foUm,ing n-solution adopted by the unanimous consent o f the Boan! of Directors oflhe Company on August 31. 2022:

VOTED, That the signature of the Chainnan of the Boord. the Presidrnt. or the Executive Vice President _. or any Senior Vice President. of the SUMy Business Division. or lhcir appointees designated in wnting and filed with the Secretary. and the signature of the Sccrcl:lry. the seal of the Company, and ccr111icat10n.s by the Secretary. may be allhed by fucsimile un any power of attorney or bond e><ecuted pursuant to the resolution adopted by tit.! Bourd ofDiro:ctors on August 31, 2022, and any such flO"' er so exeL'Uled, sealed and i:L-rtificd wi1h respect to any bond or undertaking to which it is attached. shall ronlmuc 10 be ,alrd and binding upon the Company. lo Temmony Wherl'Of, the Company has caused this instrument 10 be signed and its corporate seal to be affixed by chelr author iz.:d officers. this .3"' day of No\'rmher, 2022.

Allestcd and Certified
STATE OF PE~l\"SYLVANIA SS
COUNTY or PHILADELPHIA S.<;
Stephen C. Ruschak. faecutive Vi,;e President
I, ~lichcle Tripodi. a Notary Public. do hereby certify that Regan A. Shulman and Stq,hcn C. Ruschak personally known to me to be the same persons whose names are n.-spcctivdy as Secretary and Exccu1ivc Vice President of the Arch Insurance Con'q)any. a Corporation organizro and c:dstin!!, under the laws of the Statc of Missouri. subscribed co the foregoing instrument, appeared before me this day in person and sewrally aclrnowledged that they bemg thereunto duly authorized s1gned. sealed with the corporate seal and deli\'eted the said inscrument as the free and \'0llmlary act of said corporation and as their own free and voluntary ~cts for the uses and purposes therein sci forth. ~, :.;,
c.,--,~~..::=- ' ~~~...J...:... -,~!-::,, am M,c e .·podi. Not-a'--~+f--bl-ic ____ _ ~......, tlllm My commission .:xpircs 0713112025

CERTIFICATION
I, Rei:an A. Sbulman. Secretary of the Arch Jnsur-4ncc Company. do hereby certify that the attached Power or Alloraey dated Nonatfler 3, 2022 oo behalf of the person(s) as listed above is a true and correct copy and that the same has been in full force and effeci since the date thereof and is in full force and eftect on the date of this certificate; und ! do further certify that the said StephL'II C. Ruschak, who executed the Powel" of Allomcy ns Exa:utive Vice Prcsidenl, was on the date of cxccu1ion of the auacbed Power of Altorney lhe duly elected faecuti,·e Vice President of lhe Arch Insurance Company. 11'" TESTlM01"Y WHEREOF, I have hereunto subscnbcd my name and affixed th~ corpora1.e s..".11 of the Arch Insurance Conipanr on this 1611\ia~· of December, 20_E_,
This Power of Attorney limi1s the acts of those named 1hcrcin to the bonds and undertakings specilically named therein and they have no authority to bind the Company except in the manner and co the extent herein Slated.

PLEASE SElliD ALL CLAll\l INQUIRIES RELATISG TO THIS BOlliO TO THE FOLLOWING ADDRESS:

Arch lnsuran<e - Surrty DMsion
3 Park"·•y. Suitt I SOO
Philad~lphla, PA 19102
To v•rlfy tlNr outlMntlclty of this PoWflr of AttorMy, pleas• contact Arch J,uuranat Campany at Sul'lltVAUthen n lnsura..-.CXll'II Pleau, r.J-r to tlNr abav• nantfld Attomq-l~Fact and the d.ralls of the bond to which the powar ls flttodted.

AICPOA040120 Printed in U.S.A.
-82:1547Ā.7;36893Ā0-)Ā#(/+-$#,Ȁ"&('Ȁ$' $Ȁ+"+&Ȁ-!(.,!%**$(#

THE FINAL PREMIUM IS

PREDICATED ON THE

FINAL CONTRACT AMOUNT
Bond No. SU 1189316
Premium Included in Performance Bond
Contract No: 10142

PAYMENT BOND
KNOW ALL MEN BY THESE PRESENTS That
WHEREAS, the Forty Niners Stadium Management Company LLC (hereinafter designated as the "Stadium Manager"), by action taken or a resolution passed December6 ,

20...22..,_has awarded toCalifom·a United Mechan[;ca/i, 4r>e.hereinafter designated as the "Principal," a contract for the work described as follows:

Levi's Stadium Cooling Tower Improvements and Spare Parts Project (the "Project"); and WHEREAS, the work to be performed by the Principal is more particularly set forth in the Contract Documents for the Project dated January 31 2023 ("Contract Documents"), the terms and conditions of which are expressly incorporated by reference; and WHEREAS, said Principal is required to furnish a bond in connection with said contract; providing that if said Principal or any of its Subcontractors shall fail to pay for any materials, provisions, provender, equipment, or other supplies used in, upon, for or about the performance of the work contracted to be done, or for any work or labor done thereon of any kind, or for amounts due under the Unemployment Insurance Code or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of said Principal and its Subcontractors with respect to such work or labor the Surety on this bond will pay for the same to the extent hereinafter set forth.

NOW THEREFORE, we, the Principal and Arch Insurance Company as Surety, are held and firmly bound unto the Stadium Manager in the penal sum of One Hundred Seventeen Thousand Three Hundred Fifty and No/100 Dollars ($ 117,350.00 ) lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns. jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH that if said Principal, his or its subcontractors, heirs, executors, administrators, successors or assigns, shall fail to pay any of the persons named in Section 9100 of the Civil Code, fail to pay for any materials, provisions or other supplies, used in, upon, for or about the performance of the work contracted to be done, or for any work or labor thereon of any kind, or amounts due under the Unemployment Insurance Code with respect to work or labor performed under the contract, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department or Franchise Tax Board from the wages of employees of the contractor and his subcontractors pursuant to Section 18663 of the Revenue and Taxation Code, with respect to such work and labor the Surety or Sureties will pay for the same, in an amount not exceeding the sum herein above specified.

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

It is further stipulated and agreed that the Surety on this bond shall not be exonerated or released from the obligation of this bond by any change, extension of time for performance, addition, alteration or modification in, to, or of any contract, plans, specifications, or agreement pertaining or relating to any scheme or work of improvement herein above described, or pertaining or relating to the furnishing of labor, materials, or equipment therefore, nor by any change or modification of any terms of payment or extension of the time for any payment pertaining or relating to any scheme or work of improvement herein above described, nor by any rescission or attempted rescission of the contract, agreement or bond, nor by any conditions precedent or RFB Number : RFB-FY22-0031 41 CONTRACT
83784 .00001 \40140753.1
-82:1547Ā.7;36893Ā0-)Ā#(/+-$#,Ȁ"&('Ȁ$' $Ȁ+"+&Ȁ-!(.,!%**$(# Contract No: 10142
subsequent in the bond attempting to limit the right of recovery of ciaimants otherwise entitled to recover under any such contract or agreement or under the bond, nor by any fraud practiced by any person other than the ciaifnant seeking to recover on the bond and tha1 this bond be construed most strongly against the Surety and in favor of all persons for whose benefit such bond is given, and under no circumstances shaH Surety be released from liability to those for whose benefit such bond has been given, by reason of any breach of contract between the owner or Stadium Manager and original contractor or on the part of any obligee named in such bond, but the sole conditions of recovery shall be that claimant is a person described in Section 9100 of the Civil Code, and has not been paid the full amount of his claim and that Surety does hereby waive notice of any such change, extension of time, addition, alteration or modification herein mentioned and the provisions of Sections 2819 and 2845 of the California Civil Code.

IN WITNESS WHEREOF, we have hereunto set our hands and seats this 16th day of December , 20 ~-
(Corporate Seal)
Arch Insurance Company
(Corporate Seal) Surett:::.: -
By ~~~~ra-
Signatures of those signing for the Contractor and Surety must be notarized and evidence of corporate authority attached.

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

RFB Number. RFB-FY22-0031
!l17!\.l(kl01lll4(}1407i1 I
42 CONTRACT
-82:1547Ā.7;36893Ā0-)Ā#(/+-$#,Ȁ"&('Ȁ$' $Ȁ+"+&Ȁ-!(.,!%**$(# Contract No: 10142
Notary Acknowledgment
A notary pubUc or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document

STATE OF CALIFORNIA SEE ATTACHED NOTARY
COUNTY OF ____ _
On _______ __. 20_, before me, _____________ , Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacily(ies), and that b his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the pers acted, exearted the instrument.

I certify under PENAL TY OF PERJURY under the laws of the State of Calif is true and correct.

Signature of Notary Public

OPTIONAL
Though the information below 1s n equtred by law. it may prove valuable to persons relying on the document □ Individual
□ Corporate Officer
□ Attorney-In-Fact
□ Trustee(s)
D Guardian/Conservator
□ Other:

Signer is representing:
o Limited
□ General
Name Of Person(s) Or Entity(ies)
RFB Number: RFB--FY22-0031
in7l!4 00001\4014075l l
ulent removal and reattachment of this form to another document .

DESCRIPTION OF A TT ACHED DOCUMENT
Title or Type of Document
Number or Pages
Date of Document
S,gner(s) Other Than Named Above
43 CONTRACT
-82:1547Ā.7;36893Ā0-)Ā#(/+-$#,Ȁ"&('Ȁ$' $Ȁ+"+&Ȁ-!(.,!%**$(# CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to Which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
Countyof S~ }
\l/1 q /io21- before me, __ B~r.,._.y(i.J\,,-~L~Y-1 _N_~-~R_tA_bl_lc __ _ Date r Here Insert Name and Title of the Officer
On
NbA,l rox personally appeared ________ ...._,,,C--{,OI~-------------------------- Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) ls/are subscribed to the within Instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their slgnature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

Place Notary Seal and/or Stomp Above
I certify under PENAL TY OF PERJURY under the
laws of the State of California that the foregoing
paragraph Is true and correct.

WITNESS my hand and offlclal seal.

Signature -~/4_. ______ /2_......,..,_ -_ ~---
Signature a~

OPTIONAL
Completing this Information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document: _________________________ _
DocumentDate: ____________________ Numberof Pages: ___ _ Signer(s) Other Than Named Above: _____________________ _ Capaclty(les) Claimed by Slgner(s)
Signer's Name: ___________ _ Signer's Name: ___________ _ □ Corporate Officer - Tltle(s): ----~-- □ Corporate Officer - Title(s): ______ _ □ Partner - □ Limited □ General □ Partner - □ Limited □ General □ Individual □ Attorney In Fact □ Individual □ Attorney in Fact □ Trustee □ Guardian or Conservator □ Trustee □ Guardian or Conservator □ Other:
□ Other: _____________ _
Signer is Representing: ________ _ Signer is Representing : ________ _ 02019 National Notary Association
-82:1547Ā.7;36893Ā0-)Ā#(/+-$#,Ȁ"&('Ȁ$' $Ȁ+"+&Ȁ-!(.,!%**$(#

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

State of California Sa
County of aamento }
On DEC 1 6 2022 before me, Zachary Liberatore, Notary Public ----------- (insert name and title of the officer) personally appeared Chelsea Liberatore
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s} is/are subscribed to the within instrument and acknOwledged to me that he/she/they executed the same in his/her/their authorized capacity(ies). and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. 1 certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)
/
-82:1547Ā.7;36893Ā0-)Ā#(/+-$#,Ȁ"&('Ȁ$' $Ȁ+"+&Ȁ-!(.,!%**$(# Bond No. SU 1189316
AIC 0000385310
Tlli., Po,.-rr "f AltoNVJ• 1;,..u,; the acts of tho.'il! na,nt!d herrin, and tht!}• Ira,.., no 11athority to bilttl tht! c-fNI")' attpt;,, th ma"""' «1111"' the extent lterrin ,tat& Not valid for Nott!, Loan, utter ofCndit, CurrencJ" Rate, lnterm Rare or Rnidentiol Va/11e GIHUont,e,._ POWER Of ATIO~El'
Knn w All Persons e,· The5e Pre.~ents:

That the An:h Insurance Company. a corporation orga11izoo and existing under the laws of the S1.1,c ofMis.o;oiui, ha\'ing iL~ principa l :idministrativc office in Jersey City.

Ne"· Jersey (hcrei nall c'f rcfc-m:d to as the "Company") rues hereby appoml:

Ben Stong, Michael D. Stong and R. i\appi or Ri.-ersldc, CA (EACH) Benjamin Wolfe, Chelsea l.llx>ratorc or Sacramento, CA (EACH) Adrian l.angrcll, Arturo Ayala, Dank! Hudcabay, Dwight Reilly, Frank Morones and Shaunna Rozelle Ostrom of Orange, CA (EACH) ii~ true alld lawful A11orney(s)i11-Fact, to make, execute. seol. nnd delh·er from the date ofissuance of this power for and on 1IS behalf as surely, and as its act and deed:

Any and all bonds. undc'flakings. rccognironces and other surety obligations. in the penal sum not exceeding One Uundrod l'ifly Million Dollars IS 150.000.000.()(1).

This authority does 001 permit the same obligation 10 be split into two or more bonds In order 10 bring each such bond wilhin the dollar hnut of authomy as set fonh herein.

The execution of such bonds. undcnaking.s, recognimnces and other surety obligations in pursuance of these presents smll be as binding upon the said Cnrnpany as fully and amply to 111! imen1s and purposes. as if the same had been du ty executed and acknowledged by ils regularly elected officers at i1s principal administra ll\'e office in Jersey City. New Jersey.

This Power of Attorney is executed by authority of resolu1ions adopted by unanimous consent oflhe Board of Directors of the Company on Augu!il 31. 2022. 1me and accurate copies of "·hich arc hereinafter set fonh and are•hercby certified 10 by the undersigned Secretary as being in full force and eJfo::t:
"VOTED, That the Chairman of the R,.,nl. the Pn.-,;id..-nt. or the £xe<.-utivc Vic.! Pre,;idwL or any S..-nior Vk.: Pr..-sid..-nt, of the Surety Rusin,::s,; Oi\·isinn, <1r their appointees desigm1ed in writing ond tiled with the Secretary, or the Secretary shall h:ive the power and authority 10 appoint agenls and a11omeys-in-fac1, and to authorize them subject to !he limications set forth in their rc~cth·c powers of attorney. to execute on behalf of 1hc Compmy. and attach the seal of the Company there10. bonds. undenakings. recognizances and other surely obligations obligatory 111 t!M: nature 1hcrrof. and any such offictts of the COl11Jl3IIY may appoint agents for acccptaocc of procc-ss. ··
This PowCf" of Allomcy is signed. scaled and ccrtifkd by facsimile unda- and by authonty of the following resolution adopted by the unanimous cooscnt o f Ilic Boan! of Directors of the Company on August 3 L 2022:

VOTED, That the signature of the Chairman of 1he Boord. the President , or the l:xccut1ve Vice Presidm1, or any Senior Vice President, of the Surely Business Division. or their appoin1ecs designated in writing and filed with the Secretary. and the signature of the Secretary, the seal of the Company, and certifications by the Secretary. may be affixed by facsimile on any power or attorney or bond executed pursuant to the rc,;ulution adopted by th,.: Board ofDirc:ctors on August 31. 2022, and any such rower so excc-uted. scaled and ccnified with respect to any bond or undertaking to which it is a11ad1ed. shall continue to be valid and binding upon the Company. lo Testimony Whereof. the Company has caused this instrument to be sigoed and 1IS corpora1e seal 10 be affixed by their authorized officers. this 3"' da)' or No.-ember, 20ll.

Attested and Certified
ST ATE OF PEN~S\"LVANIA SS
COUNTY Of PHILADELPHIA S.~
Stephen C. Ruschak . faecuti,•e Vice President
I. :'\fkhclc Tripodi, a Notary Public. do hereby certify that Regan A. Shulman and Stephen C Ruschak pcrsooally known to me to b,: the same pt:ri;(tnS whose names are respectively as &'CTctary and Executive Vice President of the Arch ln,;urancc Company, a Corporation organized and exist ing under the b ws of the State of Missouri. subscribed 10 the foregoing instrument, appeared before me 1h1s day in pc-rson and sewrally admowled!lffl that they being thereunto <illy authorized signed, sealed with the corporate seal and deli\'cred the said instrument as the free and \'Oluntary act or said corpora11on nnd as their own frtt and ,·oluntary acts for the uses and purposci; therein sci forth. r;~;;;;;;;;;;.,_;;;;::;:::;:":":::~;;, C/ ;.,

CERTIFICATION
Ci. : . .¾illltl of~ • -.,Y1al , , /J I , I •
IIIOtl1tl'll'ODl, 11ataiyNtk ~ ~ rA.<--
~ Ccanr J1tCOWlds&laRE.-Mr>1. am
C........IUl6er11'1Ui
I, Regan A. Slauhnan. Sccrccary of the Arch Insurance Cumpany. do hereby certify tmt the attached Powrr or AH•r•y dated ISovelllber 3, 2022 on behalf oflhe person(s) as listed abo,·e is a true and correct copy and that the same has been in full force and effect since the due thereof and is in full force and effect on the date of this certificate; and I do further ccrti fy lhat the said Stephc-n C. Ruschak, who executed the Power of Altorney as Executive Vice President. was on the date of CXC<'lltion of the auached Power of Allorney the duly elected fa.ecuth•e Vice President oflhe Arch Insurance Company.

II'\ TESTIMO:'l:Y WHEREOF. I ha\"c h<-rcunto subscribed my name and affixed the corporate :;cal or the Arch Insurance Company on this 1611\iay or December 20-E__.

This Power of Allomey limits the acts of those named therein to the bonds aid undertakings specifically named there-in and they haw no authority lo bind the Company excepl in the manner and lo the extent herein Slated.

PLEASE SEND ALL CLAII\I INQUIRIES RELATING 10 THIS BOND TO THE FOLLO\\'ll'\G ADDRESS:

Arch Insurance - Surety Division
3 Park,.·ay, Suite ISOO
Philadrlphla, PA 19102
Ta v11rljy thll authllntlclty aJ this Po\wr oJ AttarllflY, p/ltas11 contact Arch lnsuranc. Campany at SuntyAuthert is.arence.com Plllas11 rll/llr to thll abav11 nam,,d Attor,-y-lD-Fact and thll atolls o/ thll bond to which tM pow11r Is attochltd.

AICPOA040120 Printed In U.S.A.
83784.00001\40140753.1

Contract No: 10142
RFB Number: RFB-FY22-0031 44 CONTRACT

EXHIBIT “G”

PROCUREMENT AND CONTRACT PROCESS INTEGRITY AND CONFLICT OF INTEREST

GUIDELINES

1 PURPOSE

2 DEFINITIONS

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

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

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

3 GENERAL PROVISIONS

3.1 COMMUNICATION PROTOCOL

Contract No: 10142
RFB Number: RFB-FY22-0031 45 CONTRACT

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

5 CONFIDENTIALITY DURING EVALUATION PROCESS

6 CONFLICT OF INTEREST

6.1 Elected officials, appointed officials, their staffs, and Stadium Manager employees and consultants are expected to avoid any conflicts of interest. Further, such individuals should avoid the appearance of conflicts of interest in order to ensure that Stadium Manager decisions are made in an independent and impartial manner. In general, the designated Stadium Manager procurement contact, in consultation with the Stadium Manager’s Chief Financial Officer (“CFO”) shall take measures to ensure that the Stadium Manager avoid any conflict of interests in procurement processes of Stadium Manager contracts. Specifically, these measures include that:

-82:1547Ā.7;36893Ā0-)Ā#(/+-$#,Ȁ"&('Ȁ$' $Ȁ+"+&Ȁ-!(.,!%**$(# 83784.00001\40140753.1

Contract No: 10142
RFB Number: RFB-FY22-0031 46 CONTRACT

7 ALLEGATIONS OF CONFLICT OF INTEREST

8 ALLEGATIONS OF MISCONDUCT

-82:1547Ā.7;36893Ā0-)Ā#(/+-$#,Ȁ"&('Ȁ$' $Ȁ+"+&Ȁ-!(.,!%**$(# 83784.00001\40140753.1

Contract No: 10142
RFB Number: RFB-FY22-0031 47 CONTRACT

EXHIBIT “H”

LEVI’S STADIUM JOBSITE RULES

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

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

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

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

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

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

Appropriate PPE shall be coordinated with the Stadium Manager prior to Project.

10. The Contract supervisor assigned to this job must have the ability to make employees follow ALL jobsite rules.

11. NO children (under 18 years old) are allowed on site.

14. Contractor Equipment / Vehicles – Contractor shall coordinate delivery and use of all equipment brought and used on site (owned or rented) with the Stadium -82:1547Ā.7;36893Ā0-)Ā#(/+-$#,Ȁ"&('Ȁ$' $Ȁ+"+&Ȁ-!(.,!%**$(# 83784.00001\40140753.1

Contract No: 10142
RFB Number: RFB-FY22-0031 48 CONTRACT

Manager prior to Project. Equipment shall display markings identifying the following information for each piece of equipment while on site:

The Contractor (and all employees) are prohibited from the following:

2. Infringing on Stadium’s logos, brand names, taglines, slogans or other trademarks.

Contractors and their agents, owners, and employees shall comply with the laws regarding copyrights, trademarks, rights or publicity and other third-party rights.

4. Posting a photograph of a supervisor, manager, co-worker (including players and coaches in non-public settings), vendor, supplier, or client without that individual's express permission.
-82:1547Ā.7;36893Ā0-)Ā#(/+-$#,Ȁ"&('Ȁ$' $Ȁ+"+&Ȁ-!(.,!%**$(# 83784.00001\40140753.1

Contract No: 10142
RFB Number: RFB-FY22-0031 49 CONTRACT

Violations of this policy may result in disciplinary action up to and including removal from the jobsite. Please contact the Stadium Manager if you have any questions about this policy.

-82:1547Ā.7;36893Ā0-)Ā#(/+-$#,Ȁ"&('Ȁ$' $Ȁ+"+&Ȁ-!(.,!%**$(# City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-952 Agenda Date: 11/14/2023

REPORT TO COUNCIL

SUBJECT
Actions Authorizing the City Manager to Negotiate and Execute Loan Documents for a Loan to Charities Housing Development Corporation of Santa Clara County ("Charities") of up to $4,944,484 to Support the Construction of 106 Affordable Housing Units at 1601 Civic Center Drive; and Direction to Allocate up to $455,516 from the City’s Permanent Local Housing Allocation (PLHA) Funds to Further Assist with Construction Costs (Total City Contribution of up to $5,400,000), Actions Authorizing the City Manager to Execute Documents that will Release a Recorded Indenture that Currently Limits the Site’s Developable Area, and Approve the Related Budget Amendment

COUNCIL PILLAR
Promote and Enhance Economic, Housing and Transportation Development

BACKGROUND
In January 2018, the City of Santa Clara (City) and the City of San José reached a settlement over their disputes related to the Santana West Development Project. As part of the Santana West Development Project Settlement Agreement, the City received $5,000,000 from the Santana West project for affordable housing and transportation improvements in Santa Clara. On September 1, 2020, the City Council approved an allocation of $1,600,000 of these settlement funds to support the construction of affordable housing at 1601 Civic Center Drive.

On December 7, 2021, the City Council adopted a Resolution authorizing the City Manager to negotiate and execute a Consortium Agreement with the County of Santa Clara (County), authorizing the County to submit funding applications to the State of California on the City’s behalf for the City’s allocation of State Permanent Local Housing Allocation (PLHA) program funds, and authorizing the County to administer the funds. The City must provide direction on specific projects to fund using the City’s PLHA funding. The City’s 2019 PLHA funds ($455,516) must be expended before April 2024. If PLHA funds are not expended in time, they are returned to the state and reallocated to another jurisdiction.

On June 27, 2023, the City Council approved a budget revision to reallocate $1,600,000 in Santana West Development Project Settlement funds from the 1601 Civic Center Drive project to the proposed Benton/Lawrence Family Interim housing project because settlement funds are more flexible. To replace these funds, $1,600,000 was allocated to the 1601 Civic Center Drive affordable housing project using housing impact fees collected in the City Affordable Housing Capital Fund.

On September 2, 2021, Charities Housing filed an application to redevelop the property at 1601 Civic Center Drive from office use to residential as a 100% affordable housing project. The proposed development would include 106 income restricted units and two manager units for a total of 108 units. The project will serve very low and extremely low income residents and will help address the City of Santa Clara Printed on 11/9/2023Page 1 of 6
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23-952 Agenda Date: 11/14/2023
City’s regional housing needs allocation (RHNA) goal of building 1,436 extremely low income and 1,436 very low income housing units over the next eight years. Monthly rents for this project will range from approximately $1,200 to $2,007 for a two bedroom apartment. There will be a mix of apartment sizes. These rents would be affordable to low-income workers, single parent households, seniors with fixed incomes and more. On November 15, 2022, the City Council approved actions on the mitigated negative declaration, a general plan amendment, a rezoning, and a density bonus agreement to allow the construction of the 100% affordable housing development consisting of 108 apartments along 1601 Civic Center Drive.

DISCUSSION
Staff is requesting City Council take actions to implement the City’s intent of supporting the development of a 100% affordable housing project at 1601 Civic Center Drive. These actions include proceeding with the execution of a loan of up to $4,944,484 from the City Affordable Housing Capital Fund and providing direction to the County to allocate to the project $455,516 from the City’s PLHA allocation. Providing this funding is consistent with prior Council actions granting land use entitlements and funding commitments for the project. The project developers also intend to utilize funding from other sources, including the County and State, as described below. The City Council is also asked to take action to release a historic setback indenture on the property.

Project Description
This fully entitled project will provide 106 affordable units for very low-income tenants earning 30- 50% of Area Median Income. Twenty-seven (27) of these units will be rented to homeless households and families with special needs with incomes at or below 30% of Area Median Income (AMI), twenty- six (26) units will be rented to households with income levels at or below 30% of AMI, fifty-three (53) units will be rented to households with income levels at or below 50% AMI and two (2) units will be unrestricted manager’s units. The project will include a mix of studio, 1 bedroom, 2 bedroom, and 3- bedroom units. The Affordable Housing Agreement will terminate fifty-five (55) years from the date the project receives its first certificate of occupancy. The total cost of the project is anticipated to be $104,610,764 or $968,618 per unit. The City’s total subsidy to the project is $5,400,000 or $50,000 per unit. A summary of the anticipated sources of funds for the construction and permanent phases are below:

Sources of Funds During Construction Amount
Construction Loan $29,498,000
State Affordable Housing and Sustainable Communities Funds $21,600,000 County of Santa Clara - Measure A $12,100,000
Bonds $10,149,000
Tax Credit Equity $8,622,353
City of Santa Clara $5,400,000
Housing Trust Silicon Valley - Apple Funds $4,750,000
Total $92,119,353
Sources of Funds at Permanent Amount
Tax Credit Equity $43,111,764
State Affordable Housing and Sustainable Communities Funds $21,600,000 County of Santa Clara - Measure A $12,100,000
Bonds $10,149,000
Deferred Developer Fee $7,500,000
City of Santa Clara $5,400,000
Housing Trust Silicon Valley - Apple Funds $4,750,000
Total $104,610,764
City of Santa Clara Printed on 11/9/2023Page 2 of 6
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23-952 Agenda Date: 11/14/2023
Sources of Funds at Permanent Amount
Tax Credit Equity $43,111,764
State Affordable Housing and Sustainable Communities Funds $21,600,000 County of Santa Clara - Measure A $12,100,000
Bonds $10,149,000
Deferred Developer Fee $7,500,000
City of Santa Clara $5,400,000
Housing Trust Silicon Valley - Apple Funds $4,750,000
Total $104,610,764
Secured and Pending Funding
On May 16, 2023, the County of Santa Clara (“County”) Board of Supervisors delegated authority to negotiate a loan of up to $12,100,000 for the development of 106 new affordable housing units, plus two manager's units at 1601 Civic Center Drive. The purpose of the County loan is to purchase the land and lease it back to Charities Housing. A portion of the County loan may also be used for a short -term predevelopment loan. The County’s loan will bear simple interest at 3% per year and principal and interest will be paid 55 years following conversion of the construction loan to a permanent loan.

Annual repayments will be made based upon the availability of residual receipts and will be split among “soft loan” lenders. The final terms of the County’s loan(s) will be contingent upon the final tax credit award and Board approval but will not exceed a total of $12,100,000. The County intends to use its $12,100,000 commitment to acquire the fee interest in the property and ground lease the property back to Charities Housing. The County’s acquisition is subject to Board approval and the County Administration’s review and approval of due diligence matters. For details the Board Report, see Attachment 1.

The City’s total contribution to the project would be $5,400,000 consisting of $4,944,484 from the City Affordable Housing Capital Fund (CAHCF) and $455,516 from the City’s PLHA allocation. The City funds can be used to support the construction of affordable housing. This funding would be structured as an interest-bearing loan following the terms outlined in the draft term sheet included in Attachment

2. Approval of the City’s funding at this time will help Charities Housing to better respond to other funding opportunities.

The PLHA funds would be structured as a loan between Charities Housing and the County of Santa Clara which is administering the City’s PLHA funds. This amount of PLHA funds must be drawn prior to the April 2024 expenditure deadline and would cover some of the predevelopment expenses that Charities Housing has already incurred.

Charities Housing intends to apply for approximately $43,111,764 in equity from the federal 4% low- income housing tax credit program. Under this program, investors provide equity to developers to build affordable housing. In return, investors claim tax credits for the first 10 years the affordable housing operates. Charities Housing also intends to apply for approximately $10,149,000 in tax exempt bond financing. Tax exempt bonds can be issued by state and local government agencies and joint powers authorities for the construction of public capital projects such as schools, roads, bridges, and affordable housing. The advantage of tax-exempt financing for developers is below- market interest rates and compatibility with low-income housing tax credits. Repayments of the bond City of Santa Clara Printed on 11/9/2023Page 3 of 6
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debt are paid from the development’s revenues, not from the general taxing power of the City of Santa Clara or any other City asset.

The total developer fee to be earned for this project is $10,000,000. Up to $2.5 million is allowed by the City and County. A portion of the $2.5 million is capitalized or paid at the construction closing and when the project converts to permanent financing. The balance of the $2.5 million will be deferred over years 1-12, payable from 100% of the project’s net cash flow until it is paid off. The balance of $7.5 million is the general partner’s equity meaning that amount shall be contributed towards development and will be repaid from the developer’s portion of residual receipts in later years.

Charities Housing intends to apply for State Affordable Housing and Sustainable Communities (AHSC) funds in March 2024, Housing Trust of Silicon Valley/Apple Funds in April 2024, State issued tax credits and bonds in September 2024, and 27 Project Based Section 8 Housing Vouchers from the Santa Clara County Housing Authority (“SCCHA”). These vouchers will facilitate 27 rapid rehousing (RRH) units to help homeless individuals and families with special needs. The County will be responsible for coordinating ongoing on-site supportive services for residents in the RRH units.

Releasing the Land Indenture
In 1964, the City sold this site to the Community Methodist Church of Santa Clara. One of the conditions of the land sale was to record an indenture limiting the use of approximately one third of the site as a setback for landscaping, gardening, and uncovered parking. The purpose of this indenture was to restrict the use of land to be consistent with the City’s Civic Center plan. The project developer has requested that the City remove this indenture so that they may more efficiently utilize the site and meet other design objectives, including an increased setback from the neighboring residential uses, as depicted in the approved land use entitlements. City staff agree that removing the indenture will increase the development potential of the property and make affordable housing more feasible on the site. Documents relating to the land indenture are included as Attachment 3.

Next Steps
If the commitment of the City’s PLHA funds is approved by the City Council, the County of Santa Clara will execute loan documents for the PLHA funds and submit them to the California Department of Housing and Community Development (HCD). These funds must be drawn down before the expenditure deadline of April 30, 2024.

The next step for Charities Housing will be to apply to the Affordable Housing and Sustainable Communities program (AHSC). Once all needed funding sources are secured, the developer will prepare full construction drawings that can be submitted to the City for review for the purposes of issuing building permits. Assuming a tax credit allocation is secured in the September 2024 round, the tax credit funding will require that the Project start construction by June 2025. All financing needs to be closed with the construction loan prior to the start of construction. Charities Housing intends to perform marketing and lease up in October 2026 and reach full occupancy by October 2027.

ENVIRONMENTAL REVIEW
A Mitigated Negative Declaration (MND) was prepared for the project by the environmental consultant firm David J. Powers & Associate, Inc., in accordance with the California Environmental Quality Act (CEQA). On November 15, 2022, the Santa Clara City Council adopted Resolution No. 22 -9163 to adopt the Mitigated Negative Declaration (MND) and the Mitigation Monitoring and Reporting Program (MMRP) for the Civic Center Family Housing Project.

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FISCAL IMPACT
The City’s loan of up to $4,944,484 would enable Charities Housing to apply for low-income housing tax credits and close on construction financing by the end of 2025. If approved, the City’s loan would be drawn from the City’s Affordable Housing Capital Fund. In the FY 2023/24 Adopted Budget, $1,600,000 was appropriated for the Civic Center project using housing impact fees in the CAHCF. In order to fund the full $4,944,484 loan amount, an additional $3,344,484 is recommended to be appropriated from the available unrestricted fund balance, as detailed in the Budget Amendment table below.

Budget Amendment
FY 2023/24
Current Increase/
(Decrease)
Revised
City Affordable Housing Capital Fund
Expenditures
Civic Center Drive - Low Income
Housing Project
$1,600,000 $3,344,484 $4,944,484
Fund Balance
Unrestricted Ending Fund Balance $4,160,576 ($3,344,484) $816,092 It is anticipated that the loan will begin to be drawn in FY 2025/2026. The principal under this loan will bear simple interest at a rate of 3% per year, subject to final underwriting. The principal and interest due under this agreement would be paid over 55 years from the date of the agreement. Annual payments would be made upon the availability of residual receipts and would be proportionally split between the subordinate lenders. The latest projections indicate that the City will begin receiving residual receipts payments in year 13.

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

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. Adopt a resolution approving and authorizing the City Manager to negotiate and execute a Loan Agreement with Charities Housing for a loan of up to $4,944,484 to support the construction of 106 affordable housing units and 2 manager units located at 1601 Civic Center Drive; to make City of Santa Clara Printed on 11/9/2023Page 5 of 6
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modifications to the Loan Agreement and attachments consistent with the Term Sheet and as reviewed by the City Attorney for form and consistency; to execute all documents necessary (including Deeds of Trust, Promissory Notes, and Affordable Housing Agreements) to implement the Loan Agreement and close escrow; and to execute documents that will release a recorded indenture that currently limits the site’s developable area. This funding commitment shall be contingent upon National Environmental Policy Act (NEPA) clearance from HUD.

City Council and Authorities ConcurrentNovember 14, 2023

City Council and Authorities Concurrent
November 14, 2023