City Council and Authorities Concurrent
February 27, 2024

City of Santa Clara
Meeting Agenda
Call and Notice of Special Meetings of the
City Council and Stadium Authority Board
Hybrid Meeting
City Hall Council Chambers/Virtual
1500 Warburton Avenue
Santa Clara, CA 95050
5:00 PMTuesday, February 27, 2024
The City of Santa Clara is conducting City Council meetings in a hybrid manner (in-person and continues to have methods for the public to participate remotely). • Via Zoom:
o https://santaclaraca.zoom.us/j/99706759306
Meeting ID: 997-0675-9306
o Phone 1(669) 900-6833
How to Submit Written Public Comment Before City Council Meeting:

1. Use the eComment tab located on the City Council Agenda page https://santaclara.legistar.com/Calendar.aspx. eComments are directly sent to the iLegislate application used by City Council and staff, and become part of the public record. eComment closes 15 minutes before the start of a meeting.

2. By email to [email protected] by 12 p.m. the day of the meeting. Those emails will be forwarded to the Council and will be uploaded to the City Council Agenda as supplemental meeting material. Emails received after the 12 p.m. cutoff time up through the end of the meeting will form part of the meeting record. Please identify the Agenda Item Number in the subject line of your email.

NOTE: Please note eComments and Emails received as public comment will not be read aloud during the meeting.

Agendas, Staff Reports and some associated documents for City Council items may be viewed on the Internet at
https://santaclara.legistar.com/Calendar.aspx
All public records relating to an open session item on this agenda, which are not exempt from disclosure pursuant to the California Public Records Act, that are distributed to a majority of the legislative body will be available for public inspection at the Office of the City Clerk at Santa Clara City Hall, 1500 Warburton Avenue, Santa Clara, CA 95050 at the same time that the public records are distributed or made available to the legislative body. Any draft contracts,

ordinances and resolutions posted on the Internet site or distributed in advance of the Council meeting may not be the final documents approved by the City Council. For the final document,

you may contact the Office of the City Clerk at (408) 615-2220 or [email protected].

Call and Notice of Special Council and
Stadium Authority Board Meeting
Meeting Agenda February 27, 2024
NOTICE IS HEREBY GIVEN that, pursuant to the provisions of California Government Code §54956 (“The Brown Act”) and Section 708 of the Santa Clara City Charter, the Mayor/Chair calls for a Special Meeting of the City Council of the City of Santa Clara, the Governing Board of the Stadium Authority, to commence and convene on February 27, 2024 at 5:00 pm for a Special Meeting to be held virtually and in the City Hall Council Chambers located in the East Wing of City Hall at 1500 Warburton Avenue, Santa Clara, California, to consider the following matter(s) and to potentially take action with respect to them.

Closed Session - 5:00 PM | Study Session - 7:00 PM
5:00 PM CLOSED SESSION
Call to Order in the Council Chambers
Confirmation of a Quorum

1.A Public Employee Performance Evaluation pursuant to
Government Code Section 54957(b)(1)
Title: City Attorney
Under Discussion: Process for Evaluation
24-176

1.B Conference with Legal Counsel-Existing Litigation
Pursuant to Gov. Code § 54956.9(d)(1)
Forty
Niners SC Stadium Company LLC v. Santa Clara Stadium
Authority, JAMS Consolidated Case No. 1110024318
24-232
Public Comment
The public may provide comments regarding the Closed Session item(s) just prior to the Council beginning the Closed Session. Closed Sessions are not open to the public.

Convene to Closed Session (Council Conference Room)
7:00 PM SPECIAL STADIUM AUTHORITY BOARD MEETING
Call to Order in the Council Chambers
Roll Call

REPORTS OF ACTION TAKEN IN CLOSED SESSION MATTERS

STUDY SESSION

Call and Notice of Special Council and
Stadium Authority Board Meeting
Meeting Agenda February 27, 2024

2. Discussion of the Proposed Santa Clara Stadium Authority Fiscal
Year 2024/25 Operating, Debt Service and Capital
Budget and Stadium Authority Budget, Compliance and
Management Policies
24-1340
Review and provide input on the Proposed Santa
Clara Stadium Authority Fiscal Year 2024/25
Operating, Debt Service, and Capital Budget, 2024
Levi’s Stadium Events Marketing Plan, and Proposed
Stadium Authority Budget, Compliance and
Management Policies.

Recommendation:

ADJOURNMENT
The next regular scheduled meeting is on Tuesday, March 5, 2024 in the City Hall Council Chambers.

Call and Notice of Special Council and
Stadium Authority Board Meeting
Meeting Agenda February 27, 2024
The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision. Under Section 1094.6, any lawsuit or legal challenge to any quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will be barred. If a person wishes to challenge the nature of the above section in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of Santa Clara, at or prior to the meeting. In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.

STREAMING SERVICES: As always, the public may view the meetings on SantaClaraCA.gov, Santa Clara City Television (Comcast cable channel 15 or AT&T U-verse channel 99), or the livestream on the City’s YouTube channel or Facebook page.

Note: The public cannot participate in the meeting through these livestreaming methods; livestreaming capabilities may be disrupted at times, viewers may always view and participate in meetings in-person and via Zoom as noted on the agenda.

AB23 ANNOUNCEMENT: Members of the Santa Clara Stadium Authority, Sports and Open Space Authority and Housing Authority are entitled to receive $30 for each attended meeting.

Note: The City Council and its associated Authorities meet as separate agencies but in a concurrent manner. Actions taken should be considered actions of only the identified policy body.

LEGEND: City Council (CC); Stadium Authority (SA); Sports and Open Space Authority (SOSA); Housing Authority (HA); Successor Agency to the City of Santa Clara Redevelopment Agency (SARDA); Bayshore North Project Enhancement Authority (BNPEA); Public Facilities Financing Corporation (PFFC) 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.

If a member of the public submits a speaker card for any agenda items, their name will appear in the Minutes. If no speaker card is submitted, the Minutes will reflect "Public Speaker." In accordance with the requirements of Title II of the Americans with Disabilities Act of 1990 ("ADA"), the City of Santa Clara will not discriminate against qualified individuals with disabilities on the basis of disability in its services, programs, or activities, and will ensure that all existing facilities will be made accessible to the maximum extent feasible. The City of Santa Clara will generally, upon request, provide appropriate aids and services leading to effective communication for qualified persons with disabilities including those with speech, hearing, or vision impairments so they can participate equally in the City’s programs, services, and activities. The City of Santa Clara will make all reasonable modifications to policies and programs to ensure that people with disabilities have an equal opportunity to enjoy all of its programs, services, and activities.

Agendas and other written materials distributed during a public meeting that are public record will be made available by the City in an appropriate alternative format. Contact the City Clerk’s Office at 1 408-615-2220 with your request for an alternative format copy of the agenda or other written materials.

Individuals who require an auxiliary aid or service for effective communication, or any other disability-related modification of policies or procedures, or other accommodation, in order to participate in a program, service, or activity of the City of Santa Clara, should contact the City’s ADA Coordinator at 408-615-3000 as soon as possible but no later than 48 hours before the scheduled event.

MEETING DISCLOSURES
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-176 Agenda Date: 2/27/2024

SUBJECT
Public Employee Performance Evaluation pursuant to Government Code Section 54957(b)(1) Title: City Attorney
Under Discussion: Process for Evaluation
City of Santa Clara Printed on 2/23/2024Page 1 of 1
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-232 Agenda Date: 2/27/2024

SUBJECT
Conference with Legal Counsel-Existing Litigation
Pursuant to Gov. Code § 54956.9(d)(1)
Forty Niners SC Stadium Company LLC v. Santa Clara Stadium Authority, JAMS Consolidated Case No. 1110024318
City of Santa Clara Printed on 2/23/2024Page 1 of 1
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-1340 Agenda Date: 2/27/2024

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Discussion of the Proposed Santa Clara Stadium Authority Fiscal Year 2024/25 Operating, Debt Service and Capital Budget and Stadium Authority Budget, Compliance and Management Policies

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

BACKGROUND
The Stadium Management Agreement (Management Agreement) defines the Stadium Operation and Maintenance Plan (SOMP) as the plan designed to achieve a safe and well maintained Stadium and states that it should include the standards for management and operation of the Stadium, including the required security, staffing, and other required elements of hosting Stadium Events. The Forty Niners Stadium Management Company LLC (ManCo or Stadium Manager) is responsible for preparing the SOMP, which shall be presented annually to the Santa Clara Stadium Authority (Stadium Authority), which must include the:

1. Annual Shared Stadium Expense Budget,

2. Annual Public Safety Budget,

3. Capital Expenditure Plan, and

4. Marketing Plan.

Each year, Stadium Authority staff prepares a proposed Santa Clara Stadium Authority Operating, Debt Service, and Capital Budget for the Stadium Authority’s twelve month Fiscal Year (FY), which begins on April 1 and runs through March 31 (in accordance with Article 4 - Records, Accounts, Budgets, and Reports of the Management Agreement).

Section 4.10 of the Management Agreement requires that the Marketing Plan set forth in reasonable detail the Stadium Manager’s plans to develop, implement and monitor marketing, booking, advertising, and promotion of the Non-NFL Events for Levi’s Stadium.

DISCUSSION
This report to the Stadium Authority Board transmits the Proposed FY 2024/25 Stadium Authority Operating, Debt Service, and Capital Budget (Attachment 1), Public Safety Budget (Attachment 2), and 2024 Levi’s Stadium Events Marketing Plan (Attachment 3). At the time of writing this report, staff has initiated discussions with the Stadium Manager on the 2024 Levi’s Stadium Events Marketing Plan and will provide more information and assessment of that Plan as part of the upcoming March 12 Stadium Authority Board meeting. Separately, it should be noted that the Public Safety Budget is included in this report for Stadium Authority Board information only, as budget appropriations for the City’s public safety departments are approved by the City Council through the City’s annual City of Santa Clara Printed on 2/23/2024Page 1 of 5
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24-1340 Agenda Date: 2/27/2024
budgeting process.

The budget document contains several key sections including the:
· Stadium Operating Budget which includes a breakdown of the Stadium Authority’s General and Administrative costs,
· Shared Stadium Manager Expenses including the total expenses and the Stadium Authority’s share of those expenses,
· Debt Service Budget; and
· Capital Budget.

In addition, staff has included glossaries of commonly used financial terms in this proposed budget to facilitate understanding the types of revenues, expenses, debt, and capital expenses.

In accordance with Sections 4.5 through 4.8 of the Management Agreement, ManCo prepared and submitted a proposed operating, capital, and debt budget for the FY 2024/25 Stadium Authority Budget. Staff followed the budget development process outlined in the Proposed Stadium Authority Board Budget Policy (Attachment 4) in preparing the Proposed FY 2024/25 Stadium Authority Budget. The Proposed Stadium Authority Board Compliance and Management Policy (Attachment 5) includes some minor edits.

The goal of the budget development process is to allow the Budget to be presented to the Board and the public at two meetings: (1) a February 27th Special Meeting/Study Session and (2) a March 12 Public Hearing as part of its final consideration for approval. The following summarizes the timeline of the FY 2024/25 budget process:
· In November 2023, Stadium Authority worked with ManCo to develop the annual budget plan which included the dates that ManCo would provide all necessary documents as required by the Stadium Lease, Management Agreement, and Stadium Operations Agreement. · In January 2024, ManCo provided annual documents as outlined in the Stadium Agreements, which were used in the Budget Development Process:
o Stadium Operations and Maintenance Plan
§ Annual Shared Expense Budget with Five Year Projection § Annual Stadium Authority Operations Budget
§ Annual Public Safety Budget
§ Capital Expenditure Plan with Five Year Projection
§ Levi’s Stadium Events Marketing Plan
o Public Safety Document Updates
o NFL and Non-NFL Events Parking Plans
· In February 2024, Stadium Authority staff analyzed ManCo’s budget submission including but not limited to the number of full-time equivalents (FTEs) recommended and related personnel costs as well as non-personnel costs and calculated the budget for Stadium Authority General and Administrative (G&A) costs (such as staff costs, consulting, audit, legal, and any reasonable and necessary expenses to uphold its support of the Board) as well as any necessary funding to be used for the Stadium Authority’s Discretionary Fund.

The Proposed Budget is presented on an accrual basis which provides increased transparency for projected revenues and expenses, with added detail about financial transfers. The Proposed Budget continues the past practice of including reserves for Public Safety Costs and NFL-SBL Buffet costs City of Santa Clara Printed on 2/23/2024Page 2 of 5
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24-1340 Agenda Date: 2/27/2024
for current unresolved ongoing litigation. The total Revenues and Expenses in the Stadium Authority Operating Budget for FY 2024/25 is $62.3 million and $47.3 million respectively.

A summary of key changes and assumptions for the Proposed Budget include:
· Net Non-NFL Events revenue is budgeted significantly lower that the actuals for FY 2022/23 and FY 2023/24, which were $8.8 million and $7.8 million (projected actuals), respectively.

ManCo provided a budget estimate of $4 million to 5.5 million for Net-Non-NFL Event revenue for the upcoming fiscal year.
· Revenue from SBLs decreased significantly (by $7.5 million) due to the completion of payments for a large number of financed SBL payment plans. SBL revenues are anticipated to continue to decrease over the years as SBL holders complete their payment plans. · Renovation/Demolition Reserve is budgeted to have a balance of $35.5 million by the end of FY 2024/25. This reserve is over half of the required amount because of the contribution from excess revenues that have been generated in recent years. · Proposed Capital Expenditures totaling $22.0 million including general building, security, furnishings and equipment, and public safety investments. · Capital Reserve Fund Balance is budgeted to have a balance of $3.4 million by the end of FY2024/25. Due to the limited source of funds that are contributed to this reserve and as the stadium ages, it is anticipated that additional contributions for CapEx projects may be necessary to maintain the stadium. Stadium Authority will continue to review and work with ManCo to ensure the projects with the highest priority and needs are addresses within the five -year CapEx plan.
· Adjustments to the General and Administrative Budget funding 8.5 full-time equivalent positions totaling $2.9 million. This is a baseline level of support necessary for Stadium Authority operations.
· Two new positions in the City Manager’s Office (0.9 Management Analyst and 0.2 Development Project Manager) are partly offset by the elimination of 0.5 Staff Aide. · Total estimated Debt Service payments of $19.7 million including debt related to the CFD ($2.8 million) and Term A Loan ($16.9 million). This reflects a decrease from prior year debt service payments because the Term A Loan principal payment schedule was structured to decrease in conjunction with the anticipated decrease in SBL revenue after the initial ten years of operations.

Key highlights for the Stadium Authority’s 2024/25 budget are as follows:

Operating Budget
Revenues
· FY 2024/25 total projected revenues of $62.3 million includes $24.8 million in facility rent, $5.1 million in Stadium Builder License (SBL) revenue, $13.7 million in NFL ticket surcharge, $7.8 million in Naming Rights revenue, $1.1 million in Non-NFL ticket surcharge, $5.5 million in Non-NFL events net revenue, $3.5 million in interest revenue and $752,000 in miscellaneous other revenues.
· ManCo provided Net-Non-NFL Event Revenue to be between $4.0 million and $5.5 million for FY 2024/25. The Stadium Authority used the higher estimate of $5.5 million as the anticipated Net Non-NFL Event Revenue for FY 2024/25. This is based on seven major events (three concerts and four soccer events) and seventy (70) non-ticketed events.

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24-1340 Agenda Date: 2/27/2024
Expenses
· The proposed Operating Budget equals $47.3 million and includes the Stadium Authority’s share of expenses covered under the Management Agreement in the amount of $13.6 million along with monies sufficient to fulfill the Stadium Authority’s administrative oversight of the Stadium in the amount of $4.2 million (of which $2.9 million is for staff support and Board stipends), SBL sales and services of $2.4 million, utilities of $1.5 million, ground rent of $1.0 million, and other expenses of $1.5 million. It also includes transfers out of $21.5 million as detailed below.
· Total transfers out of $23.1 million include a $5.6 million transfer to the Capital Fund for future Stadium capital improvements and $17.5 million to the Debt Service Fund.

Reserves
· Total operating reserves are expected to be $79.6 million at the end of FY 2024/25.

This is composed of a Renovation/Demolition Reserve of $35.5 million, an Operating Reserve of $26.9 million, a Discretionary Fund Reserve of $2.8 million, Legal Contingency Reserve - Buffet Costs of $4.4 million, and Legal Contingency Reserve - Public Safety Costs of $10.0 million.

Debt Service Budget
· The proposed 2024/25 Debt Service Budget of $19.7 million (principal of $8.4 million and interest of $11.3 million) is based on the required debt service payments. Total outstanding debt is projected to decrease by $8.4 million from $228.8 million to $220.4 million.

Capital Expense Budget
· The FY 2024/25 Capital Expense Budget totals $22.0 million. Of this total, $13.6 million of prior year appropriations are carried over into FY 2024/25. New capital improvement appropriations equal $8.4 million.

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

FISCAL IMPACT
The Proposed FY 2024/25 Budget includes $47.3 million for operating costs (includes transfers out to Debt Service and Capital Funds), $19.7 million for debt service, $22.0 million for capital (includes a $13.6 million carryforward from the prior year).

COORDINATION
This report has been coordinated with the Executive Director and Stadium Authority Counsel Office.

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24-1340 Agenda Date: 2/27/2024

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
Review and provide input on the Proposed Santa Clara Stadium Authority Fiscal Year 2024/25 Operating, Debt Service, and Capital Budget, 2024 Levi’s Stadium Events Marketing Plan, and Proposed Stadium Authority Budget, Compliance and Management Policies.

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

ATTACHMENTS

1. Santa Clara Stadium Authority Proposed Fiscal Year 2024/25 Operating, Debt Service, and Capital Budget

2. Fiscal Year 2024/25 Annual Public Safety Budget

3. 2024 Levi’s Stadium Events Marketing Plan

4. Stadium Authority Board Budget Policy

5. Stadium Authority Board Compliance and Management Policy City of Santa Clara Printed on 2/23/2024Page 5 of 5
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n June 8, 2010 the residents of Santa Clara voted to adopt Measure J, the Santa Clara Stadium Taxpayer Protection and Economic Progress Act, resulting in the approval to construct a stadium to be leased by the San Francisco 49ers. Measure J called for the creation of the Santa Clara Stadium Authority (Stadium Authority) to own, develop, construct, operate, and maintain the Stadium. The Stadium Authority exists as a public body, separate and distinct from the City. The Stadium Authority is structured so that the City is not liable for the debts or obligations of the Stadium Authority.

This budget and additional financial information on the Stadium Authority can be found at: “santaclaraca.gov/our-city/santa-clara- stadium-authority”.

O

PROPOSED

FISCAL YEAR
2024/25

OPERATING,
DEBT

SERVICE

AND CAPITAL
BUDGET
1500 Warburton Avenue
Santa Clara, CA 95050
Phone: (408) 615-2210
Website:
https://www.santaclaraca.gov/our
-city/santa-clara-stadium-
authority
Email: communications@
santaclaraca.gov
Santa Clara Stadium
Authority
2 L EVI ’ S ® S TAD I U M
3 Table of Contents

General Information................................................................................................................. 4 Organizational Chart ............................................................................................................. 10 NFL Event Highlights - Year in Review ................................................................................. 11 Non-NFL Event Highlights - Year in Review .......................................................................... 12 Excess Revenues Distribution ............................................................................................... 13 Stadium Authority Operating Budget ..................................................................................... 15 Stadium Authority Operating Budget Glossary .................................................................. 23 Shared Stadium Manager Expenses ..................................................................................... 29 Shared Stadium Manager Expenses Glossary .................................................................. 31 Stadium Debt Service Budget ............................................................................................... 33 Stadium Debt Service Budget Glossary ............................................................................. 36 Stadium Authority Capital Expense Budget ........................................................................... 38 Stadium Authority Work Plan ................................................................................................ 50

Santa Clara Stadium
Authority

4 G E NE R AL I NF O RM AT I O N (C O N T.)

Introduction
This Santa Clara Stadium Authority (“Stadium Authority”) Budget Report provides information covering the Proposed Fiscal Year 2024/25 Operating, Debt Service, and Capital Budget as well as comparative data from prior fiscal years. Estimated revenue and expense information (three quarters of actuals and one projected quarter) included in this report for the FY 2023/24 is unaudited and, therefore, subject to change as a result of final results and the annual audit conducted by an external and independent auditing firm.

This budget provides the necessary funding to administer the duties of the Stadium Authority, including:

 Support for operating Levi’s® Stadium (Stadium) for Non-National Football League (Non-NFL) events through a management company , the Forty Niners Stadium Management Company LLC (ManCo or Stadium Manager);
 Advancement of the FY 2024/25 Work Plan;
 Payment of debt service obligations; and,
 Maintenance of a five-year capital plan.

The Stadium Authority Board (“Board”) provides overall governance and oversight of this operational structure. Amongst other due diligence requirements to support these duties, the Board is also responsible for: setting policy; debt and fiscal management; and ensuring implementation of required duties related to operations and capital projects.

In addition to this report, the Stadium Authority produces annual financial statements within six months of the fiscal year -end (March 31st). These financial statements are audited by an external auditing firm and presented to the Stadium Authority’s Audit Committee and Board. Once presented to the Board, the financial statements are published on the Stadium Authority’s web page. The FY 2023/24 audited financial statements will be presented to the Board by the end of September 2024.

The Stadium Authority is 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 to ManCo or the Stadium Authority are fully reimbursed. Types of services include the following:

 Administrative General Fund costs that are spent during operations are separately tracked using special account codes in the City’s financial system and all such costs are billed for reimbursement.
 General Fund public safety costs for NFL and Non-NFL events are separately tracked and all such costs are billed for reimbursement.

G E NE R AL I NF O RM AT I O N

5 G E NE R AL I NF O RM AT I O N (C O N T.)

Methodology
Information provided in this report was based in part on documentation submitted by ManCo on January 31, 2024. The Capital Budget included proposals by both the Stadium Authority and Stadium Manager. Per Section 4.6 of the Management Agreement, ManCo is required to submit a budget 45 days prior to the start of the fiscal year.

Proposed Budget in Brief
The total Revenues and Expenses in the Stadium Authority Operating Budget for FY 2024/25 is $62.3 million and $47.3 million respectively. Revenues decreased by $2.6 million or -4%, compared to the prior fiscal year. This decrease is mainly due to FY 2023/24 being the last year of payments for a large number of financed S tadium Builder License (SBL) payment plans, offset by increases from NFL ticket surcharges, Naming Rights, sponsorship revenues, and interest income. Expenses decreased by $5.6 million or -11% compared to the prior year. This is mainly due to a decrease in transfer out to Debt Service as a result of lower principal payments due on the Term A loan.

A summary of key assumptions for the Proposed Budget include:

 Net Non-NFL Events revenue is budgeted significantly lower that the actuals for FY 2022/23 and FY 2023/24, which were $8.8 million and $7.8 million (projected actuals), respectively.

ManCo provided a budget estimate of $4 million to 5.5 million for Net-Non-NFL Event revenue for the upcoming fiscal year.
 Revenue from SBLs decreased significantly (by $7.5 million) due to the completion of payments for a large number of financed SBL payment plans. SBL revenues are anticipated to continue to decrease over the years as SBL holders complete their payment plans.  Renovation/Demolition Reserve is budgeted to have a balance of $35.5 million by the end of FY 2024/25. This reserve is over half of the required amount because of the contribution from excess revenues that have been generated in recent years.  Capital Reserve Fund Balance is budgeted to have a balance of $3.4 million by the end of FY2024/25. Due to the limited source of funds that are contributed to this reserve and as the stadium ages, it is anticipated that additional contributions for CapEx projects may be necessary to maintain the stadium. Stadium Authority will continue to review and work with ManCo to ensure the projects with the highest priority and needs are addresses within the five-year CapEx plan.
 Proposed Capital Expenditures totaling $22.0 million including general building, security, furnishings and equipment, and public safety investments.  Adjustments to the General and Administrative Budget funding 8.5 full-time equivalent positions totaling $2.9 million. This is a baseline level of support necessary for Stadium Authority operations.
 Two new positions in the City Manager’s Office (0.9 Management Analyst and 0.2 Development Project Manager) are partly offset by the elimination of 0.5 Staff Aide.  Total estimated Debt Service payments of $19.7 million including debt related to the CFD ($2.8 million) and Term A Loan ($16.9 million). This reflects a decrease from prior year debt service payments because the Term A Loan principal payment schedule was structured to decrease in conjunction with the anticipated decrease in SBL revenue after the initial ten years of operations.

6 G E NE R AL I NF O RM AT I O N (C O N T.)

The Proposed Budget is presented on an accrual basis which provides increased transparency for projected revenues and expenses, with added detail about financial transfers.

FIFA & Super Bowl LX
The Fédération Internationale de Football Association (FIFA) holds the World Cup soccer tournament between its national teams every four (4) years. In April 2017, Canada, Mexico and the United States announced a bid to host the World Cup 2026 jointly and in June 2018 this bid was selected by FIFA.

In June 2022, FIFA announced the World Cup 2026 Host Cities and the San Francisco Bay Area was chosen as one of the 11 locations in the United States with the soccer matches to be played in Santa Clara at Levi’s® Stadium from June to July 2026. On February 4, 2024, FIFA announced that Levi’s® Stadium will host six (6) events from June 13 to July 1, 2026.

The Super Bowl is the annual championship game of the National Football League (NFL) between the National Football Conference (NFC) Champion and the American Football Conference (AFC) Champion. Levi’s® Stadium hosted Super Bowl 50 in 2016 , and in May 2023 it was announced that Levi’s® Stadium would host Super Bowl LX in 2026.

The Bay Area Host Committee (BAHC) is a non -profit corporation that was created to bring global sporting events to the Bay Area. The City and Stadium Authority have worked with BAHC in the past to plan and implement Super Bowl 50 (2016) and the College Football National Championship Game (2019) at Levi’s® Stadium. In both cases, agreements were executed between Stadium Authority and BAHC to contractually assign obliga tions to execute the event, any collateral events and financial obligations to the BAHC.

Aside from the management and administrative costs included in this budget, it should be noted that this budget does not include the full costs to host Super Bowl LX and multiple World Cup soccer matches. These events will require significant pre-planning efforts, the negotiation and execution of various agreements and coordination with the NFL, FIFA, BAHC, ManCo and other organizations. In preparing for these world-class events, it is key to ensure that the City continues its compliance with Measure J, which requires that the City be reimbursed for all City -related services and event costs for Levi’s® Stadium. City staff’s intention is to bring forth agreements in the form of a Governmental Services Agreement, an Assignment and Assumption Agreement, a Memorandum of Understanding (MOU) or a combination of these for both Super Bowl LX and World Cup 2026. These agree ments are important to mitigate any City or Stadium Authority financial risk by articulating specific responsibilities. After the applicable agreements have been executed, all necessary budget adjustments will be presented to the Board and/or the City Council for review and approval.

Capital Expenditure Reserve
The Capital Expenditure (CapEx) Reserve was designed to provide the funds needed to maintain Levi’s® Stadium as a world -class sports and entertainment venue. The Stadium Lease Agreement provides two sources that fund the CapEx Reserve. First, each year, the Stadium Authority is required to make an Annual Deposit into this reserve from its operating fund. In the first lease year the Annual Deposit was $2 million and each lease year thereafter the Annual Deposit increases by three percent (3%). In FY 2024/25 the Annual Deposit amount will be $2.7 million. Secondly, the CapEx Reserve is funded by means of an additional annual contribution should the Stadium Authority collect operating revenues in excess of its operating expenses in any given year. The annual contribution from Excess

7 G E NE R AL I NF O RM AT I O N (C O N T.)
Revenues was $1.0 million in the first lease year and each lease year thereafter, this annual amount increases by three percent (3%). In FY 2024/25 the annual amount that will be contributed to the CapEx Reserve from Excess Revenues is $1.3 million. The total FY 2024/25 CapEx transfer from these two sources is $4.0 million.

Each year ManCo recommends CapEx projects to keep Levi’s® Stadium in top condition. Over the course of the first nine (9) years of operations approximately $8.0 million was spent on CapEx projects and another $7.1 million is projected to be spent FY 2023/24. A number projects that were approved in prior years are being carried over with this budget and M anCo is proposing several new projects.

Given the limited source of funds that are transerred into the CapEx Reserve and as the stadium ages, it is anticipated that additional contributions for CapEx projects beyond the two sources outlined above may be ne cessary to maintain the stadium. With the projects included in this budget, the projected reserve balance is budgeted to drop to $3.4 million in FY 2024/25. The Stadium Authority will continue to review and work with ManCo to ensure the projects with the highest priority and needs are addresses within the five-year CapEx plan.

Renovation/Demolition Fund Balance
Levi’s® Stadium opened its doors to the Forty Niners’ first NFL season in Fiscal Year 2014/15. Since its inception, the Stadium Authority has generated sufficient revenues to cover its operating expenses and debt obligations. The Stadium Authority has also been able to generate Excess Revenues, which occur whenever Stadium Authority revenues received exceed expenses paid in a lease year, allowing it to contribute to its reserves requirements and prepay its debt. However, cash distributions from these Excess Revenues are r estrictive and must follow Article 14 of the Stadium Lease , which requires Excess Revenues to be distributed in the following order:

1. Payoff any outstanding Management Company Revolving Loan

2. Fund Future SCSA Operating Expenses up to $2 million

3. Fund Additional SCSA CapEx Reserve up to $1 million annually with ongoing 3% CPI

4. Fund SCSA Operating Reserve up to $10 million with ongoing 3% CPI

5. Payoff any outstanding Subordinated Loan

6. Fund Additional SCSA Operating Reserve up to $20 million with ongoing 3% CPI

7. Fund SCSA Renovation/Demolition Reserve up to $70 million

8. Additional Disbursements – Stadium Reinvestment or Disbursements to the City

In Fiscal Year 2022/23, the Stadium Authority was able to pay off the StadCo Subordinated Loan balance, fulfill the final $20 million Operating Reserve requirement, and initiate contributions to the Renovation/Demolition Reserve. The completion of the $20 million Operating Reserve requirement was completed 17 years sooner than originally anticipated. This was mainl y due to higher facility rents, SBL revenues, Net Revenues from Non -NFL Events and interest revenues than projected.

These factors enabled the Stadium Authority to begin its contribution to the Renovation/Demolition Reserve earlier than expected. At the e nd of Fiscal Year 2022/23, the Stadium Authority had $5.3 million in the Renovation/Demolition Reserve and anticipates contributing $18.7 million in Fiscal Year 2023/24 and $11.4 million in Fiscal Year 2024/25. This brings the estimated balance to half of the required commitment, i f Excess Revenues remain constant in the next few years, the Stadium Authority could be able to complete the $70 million Renovation/Demolition Reserve requirement around Fiscal Year 2028/29.

The Stadium Authority is collaborating with ManCo to evaluate the capital requirements necessary to

8 G E NE R AL I NF O RM AT I O N (C O N T.)
maintain the condition of Levi’s ® Stadium as it ages. The team plans to conduct a comprehensive review of all the capital needs for the Stadium in the coming year. Due to limited funding in the CapEx Reserve, ongoing maintenance funding for Levi’s ® Stadium may be constrained. However, upon completing the Renovation/Demolition Reserve requirement , the Stadium Authority will have the option to utilize Excess Revenues to finance the potential additional capital needs of the Stadium and/or allocate funds to the City’s General Fund.

Net Revenues from Non-NFL Events

ManCo is responsible for booking and managing Non-NFL Events at Levi’s® Stadium on behalf of the Stadium Authority. After comi ng out of the COVID pandemic, over the past two years ManCo has been successful in booking a number of large scale events such as concerts and soccer matches in addition to many smaller special events that have brought in net revenues for the Stadium Authority.

The Net Non-NFL Event Revenues is projected at $5.5 million in FY 2024/25 which assumes four (4) soccer matches, three (3) concerts and 70 non-ticketed events. This is 29% lower than the FY 2023/24 projection of $7.8 million which includes two (2) soccer matches, five (5) concerts and an estimated 50 non-ticketed events. This decrease is projected primarily because FY 2023/24 had a strong line up of events and economic structures that were profitable for the Stadium Authority. These events also had high ticket prices which resulted in large sums of cash accruing at high interest rates leading up to the events which will not always be the case from year to year.

The Executive Director’s office will continue to provide oversight in an effort to maximize net revenue per event. The Stadium Authority will also work with ManCo to strive to book enough events to meet the Naming Rights Agreement requirements.

Naming Rights Agreement Extension
The Stadium Authority entered into a Naming Rights Agreeme nt with Levi Strauss & Co. (Levi’s ®) in 2013. The agreement provided for an annual payment to Stadium Authority in exchange for exclusive naming rights and branding at the stadium for 20 years. Under this original Naming Rights Agreement, Levi’s® has made annual payments to Stadium Authority that increase by 3% each year with the first year being $5.74 million. The total naming rights revenue over the term of this 20 -year agreement was $154.2 million.

The Naming Rights Agreement allowed Levi’s® an option to extend the term for an additional five (5) years by delivery of written notice no later than the last day of the fifth contract year. This option expired on May 10, 2018. This agreement also allowed Levi’s ® a right of first negotiation for a new naming rights agreement or extension if exercised by May 9, 2030. In January 2024 , the Stadium Authority, Forty Niners SC Stadium Company LLC (StadCo) and Levi’s ® discussed the proposed terms for an extension to the Naming Rights Agreement and on January 30, 2024 the Board approved the proposed extension.

Under the First Amendment to the Naming Rights Agreement, the term will be extended an additional FY2022/23 FY2023/24 FY2024/25
Actual Projection Budget
8,809,167$ 7,756,000$ 5,500,000$

9 G E NE R AL I NF O RM AT I O N (C O N T.)
10 years ending on February 29, 2044. During this period Levi’s ® will continue paying an annual fee to the Stadium Authority that increases 3% per year. The revenue expected over this extension period is approximately $118.9 million bringing the total Naming Rights revenue up to $273.1 million over 30 years. This revenue will continue to be used to support Stadium Au thority operations and maintenance, pay down debt from the original construction of Levi’s® Stadium and fund reserves.

As part of the First Amendment to the Naming Rights Agreement, the Stadium Authority agreed to replace the existing main Levi’s® signage. This includes the Suite Tower Marquee Sign on the West side of the stadium, the Façade Marquee Sign on the East side of the stadium and the signs above each of the two scoreboards facing the inner bowl of the stadium.

The Stadium Authority has also negotiated a Naming Rights Extension and Enhanced Signage Project Implementation Agreement (Implementation Agreement) with StadCo whereby the costs for this signage project will be shared with StadCo. Under this agreement the Stadium Authority will cover the first $2.0 million in costs and all project costs in excess of $2.0 million will be shared seventy percent (70%) Stadium Authority and thirty percent (30%) StadCo. The current estimate for the Enhanced Signage Project is $3.0 million with the Stadium Authority’s portion being $2.7 million. The FY 2024/25 Capital Expense Proposed Budget includes a request for the Levi’s® Naming Rights Enhanced Signage Project in the amount of $2.7 million.

Although not part of the Stadium Authority Budget, t he Implementation Agreement also includes StadCo’s commitment to provide $4 .0 million for grants to Santa Clara serving community organizations. StadCo will provide grants and/or donations in the amount of $200,000 each year for the next 20 years beginning on April 1, 2024.

10 NFL EV E N T HI G HL I G H TS - YE AR I N RE V I E W The seven elected members of the City Council serve as the governing Board of the Santa Clara Stadium Authority with the Mayor serving as Chairperson of the Authority.

In addition, City of Santa Clara staff serve as Officers of the Stadium Authority with the City Manager serving as the Executive Director.

O R G AN I Z AT I O N AL CH AR T

Stadium Authority Counsel
City Attorney’s Office

0.42 FTE

0.25 City Attorney

0.10 Chief Assistant City Attorney

0.07 Assistant City Attorney
Secretary
Assistant City Clerk’s Office

0.60 FTE
Stadium Authority Board

0.15 Assistant City Clerk

0.15 Deputy City Clerk

0.15 Deputy City Clerk/Records Manager

0.15 Other CC Admin

Auditor

0.05 FTE
Executive Director’s Office

4.06 FTE

0.20 Executive Director

0.03 Chief Operating Officer

0.70 Assistant City Manager

0.75 Assistant to the City Manager

0.05 Assistant to the City Manager

0.13 Public Information Officer

0.02 Communications & Outreach
Manager

0.90 Management Analyst (CMO)

0.15 Executive Assistant

0.90 Management Analyst

0.20 Development Project Manager

0.03 Other CMO Admin and
Communications
Treasurer
Finance

3.23 FTE

0.20 Director of Finance

0.20 Assistant Director of Finance

0.10 Purchasing Division Manager

0.05 Contracts Manager

0.02 Principal Accountant/Financial
Analyst

0.65 Accounting Division Manager

1.00 Management Analyst

1.00 Accounting Tech II

0.01 Other Finance Admin
Human Resources

0.07 FTE

0.02 Director of Human Resources

0.02 Assistant Director of Human
Resources

0.01 Risk Manager

0.02 Human Resources Division Manager

Information Technology

0.06 FTE

0.01 Director of Information Technology/
CIO

0.02 Sr. Information Tech Svs Manager

0.02 Information Technology Svc Mgr

0.01 Other IT Admin
Public Works

0.02 FTE
Community Development

0.03 FTE

0.01 Dir. of Public Works/City Eng.

0.01 Other Public Works Administration

0.02 Dir. of Community Development

0.01 Assistant Dir of Community Dev
Executive Director

11 NFL EV E N T HI G HL I G H TS - YE AR I N RE V I E W The San F rancisco 49ers played two (2) pre-season, eight (8) regular season, and two (2) post - season National Football League (NFL) games in FY 2023/24. Ticket sales resulted in approximately $12.7 million of NFL ticket surcharge revenue to the Stadium Authority (based on the 10% NFL ticket surcharge on each ticket sold) for the two (2) pre -season and eight (8) regular season games (Stadium Authority does not collect NFL ticket surcharge for post-season games). Stadium Authority also collected $250,000 of Senior and Youth Program Fees (based on $0.35 per NFL game ticket , with a maximum of $250,000) that are collected and forwarded to the City.

To meet the contractual parking requirements for events at Levi’s® Stadium, offsite parking lots are required. These lots are above and beyond the City owned parking lots that are available. Third-party operators who wish to operate an offsite parking lot for sports or entertainment venues are required to secure approvals 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 This fee is $6.44 for the City’s FY 2023/24 (July 1, 2023 through June 30, 2024). This fee was desi gned to recover the public safety costs associated with these permitted offsite parking lots. Therefore, when invoicing for NFL or Non-NFL public safety costs for a particular event held at Levi’s® Stadium , the offsite parking fee that is collected for such event partly offsets the total public safety costs owed for that event. The offsite parking fees are projected at about $538,000 in FY 2023/24.

NFL EV E N T HI G HL I G H TS - YE AR I N RE V I E W

12 As of this report, t here w ere seven (7) public Non-NFL events held at the Stadium and one (1) cancelled event. A total of 397,940 tickets sold in FY 202 3/24 for the seven events, result ed in $1.6 million in Non-NFL event ticket surcharge revenue (from the $4 per ticket Non-NFL event surcharge).

There were also 37 smaller events held with 18,433 total attendees in the first two quarters of FY 2023/24. Examples of these special events include corporate events of various sizes, we ddings, holiday parties, etc.

The table below shows the Non-NFL events, event date and tickets sold for each event.

Event Date
Tickets
Sold
San Jose Earthquakes vs LAFC 5/6/2023 41,739
Gold Cup Tournament 7/2/2023 62,846
F.C. Barcelona vs. Juventus F.C. (Cancelled) 7/22/2023 - Taylor Swift Day 1 7/28/2023 62,104
Taylor Swift Day 2 7/29/2023 61,692
Karol G 8/14/2023 43,691
Beyonce 8/30/2023 50,759
Ed Sheeran 9/16/2023 75,109
Total to date 397,940
2023/24 Non-NFL Events

NON -NFL EV E N T HI G HL I GH T S - YE AR I N RE V I E W

13 The Stadium Authority is considered to have Excess Revenues if the Stadium Authority revenues exceed expenses in a lease year. The Excess Revenues are required to be distributed in the order as set forth in Article 14 of the Stadium Lease agreement. The below Excess Revenues flow chart shows the order of distribution.

E X CE S S RE V E N UE S DI S T RI B U TI ON

1. Payoff any outstanding Management Company
Revolving Loan
(Section 14.1 of the Agreement)

3. Fund Stadium Capital Expenditure Reserve up to $1
million
(Section 14.3 of the Agreement)

2. Fund future Stadium Authority Expenses up to $2
million
(Section 14.2 of the Agreement)

4. Fund Operating Expense Reserve up to $10 million
(Section 14.4 of the Agreement)

5. Repay any outstanding principal balance on the
Subordinate Loan
(Section 14.5 of the Agreement)
Not Applicable - The Stadium
Authority does not have any
outstanding Revolving Loan
Completed in Fiscal Year 2014/15
Annual Contribution
Completed in Fiscal Year 2014/15
Completed in Fiscal Year 2022/23
Excess Revenues Distribution Order
(Per Article 14 of the Agreement)

6. Fund Operating Expense Reserve up to $20 million
(Section 14.6 of the Agreement)

7. Fund Renovation/Demolition Reserve if the balance is less than $70 million
(Section 14.7 of the Agreement)

8. Any additional disbursements can be used to pay
Stadium Authority Discretionary Expense, or for any
purpose including distribution to constituent partners of the Stadium Authority, including the City's general fund (Section 14.8 of the Agreement)
Completed $20 million contribution
in Fiscal Year 2022/23.

Annual 3% Contribution is Ongoing
In Progress
Future Allocation - Distributions in
the sections above will have to be
met before using excess cash for
this section.
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14 A summary of the Stadium Authority’s FY 2024/25 Excess Revenue Cash Reserves is as follows:

2022/23 2023/24 2024/25
Year-end Projected Projected
Beginning Balance
Capital Expenditures Reserve(1 & 2)
21,970,559$ 22,525,031$ 18,256,031$
Operating Reserve(2)
12,298,739 25,335,402 26,095,402
Renovation/Demolition Reserve - 5,323,390 24,070,390 Total Beginning Balance 34,269,298$ 53,183,823$ 68,421,823$ Transfers In from Operating
Contribution to Capital Expenditures Reserve 2,533,540$ 2,610,000$ 4,263,000$ Contribution from Excess Revenue:

Capital Expenditures Reserve 1,266,770 1,305,000 1,344,000 Operating Reserve 13,036,663 760,000 783,000 Renovation/Demolition Reserve 5,323,390 18,747,000 11,406,315 Total Transfers In 22,160,363$ 23,422,000$ 17,796,315$ Expenses
Capital Expenditures 3,245,838$ 8,184,000$ 20,439,000$ Operating Expenditures - - - Renovation/Demolition Reserve Expenditures - - - Total Expenses 3,245,838$ 8,184,000$ 20,439,000$ Ending Balance
Capital Expenditures Reserve 22,525,031$ 18,256,031$ 3,424,031$ Operating Reserve 25,335,402 26,095,402 26,878,402 Renovation/Demolition Reserve 5,323,390 24,070,390 35,476,705 Total Ending Balance 53,183,823$ 68,421,823$ 65,779,138$ (1) Capital Expenditures Reserve balance excludes the balance in the Authority Construction Account for Stadium Warranty Related Construction.
(2) Beginning cash balance was adjusted to reflect actual results, which exclude interests and fees.

Santa Clara Stadium Authority
Excess Revenue Cash Reserves Summary
E X CE S S RE V E N UE S DI S T RI B U TI ON ( C ON T.)

15 The Stadium Authority FY 2024/25 Budget covers the Stadium Authority’s twelve -month fiscal year which runs April 1, 2024 through March 31, 2025.

Key highlights for the Stadium Authority’s FY 2024/25 Operating Budget are as follows:

Revenues

 FY 2024/25 total projected revenues of $62.3 million include $24.8 million in facility rent, $5.1 million in SBL revenue, $13.7 million in NFL ticket surcharge, $ 7.8 million in naming rights revenue, $5.5 million in net revenues from Non -NFL events, $3.5 million in interest revenue and $1.9 million in other revenues.

 SBL revenue s are projected to decrease by $7.5 million or 60%, from $12.6 million in FY 2023/24 to $5.1 million, due to the completion of payments for a large number of financed SBL payment plans. SBL revenues are anticipated to continue to decrease over the years as SBL holders complete their payment plans. The decrease in SBL revenues will significantly impact the Stadium Authority’s year-end excess cash distribution because they represent over 30% of the Stadium Authority’s revenues from inception to date.

 Net revenues from Non-NFL events are projected to be $5.5 million, based on an estimate of three (3) concerts, four (4) soccer events, and approximately seventy (70) non-ticketed events.

Performance rent generated from Non -NFL events is proposed to be allocated to a litigation contingency reserve for the public safety costs dispute.

Expenses

 The Operating Budget of $ 47.3 million includes the Stadium Authority’s share of expenses covered under the Management Agreement in the amount of $13.6 million along with $10.6 million for operating expenses including funds to reimburse the City for its staff support, ground rent, Senior and Youth Program Fees, funding for SBL sales and service, insurance, legal contingency, and other expenses. It also includes transfers out of $23.1 million.

As shown in the table above, $ 17.5 million will be transferred from the Operating Fund to the Debt Service Fund for principal and interest debt service payments. The remaining $4 million and $1.6 million will be transferred to the Capital Expenditure Fund. Total transfers out decreased due to lower principal payments due on the Term A loan.

Fund Transfers Out Transfers In
Operating 23,078,000$ -$
Debt Service - 17,471,000 Capital Expenditure Fund - 4,032,000 Capital Expenditure Fund - Levi's Naming Rights - 1,575,000 Total 23,078,000$ 23,078,000$

S TAD I U M AU T H O RI TY O P E R AT I N G BU DG E T

16 S TAD I U M AU T H O RI TY O P E R AT I N G BU DG E T ( C O NT.)

 Shared Stadium Manager Expenses are proposed to decrease by $393,000 or 3% from $13.9 million in the prior year budget to $13 .6 million. This decrease is driven by two main components, (1) lower Groundskeeping outside service costs due to fewer field replacements projected to be charged to Shared Stadium Expenses and (2) lower Guest Services uniform costs since the prior year budget included a plan to update a large portion of uniforms so there is no need to make as large an update in the current year.

 SBL Sales and Service is proposed to increase by $115,000 or 5% from the prior year budget.

This increa se is due to increases for Stadium Manager staff offset by a reduction in sales general and administrative costs.

 Stadium Authority General & Administrative costs total $4.2 million, an increase of $268,000 or 7% when compared to the prior year budget of $3.9 million. This increase is mainly due to increases in Legal Services and Executive Director & Board Directives. These costs are further described in detail on Page 22 of this report.

Reserves

 With the complete repayment of the Stadium Authority Subordinate Loan at the end of FY 2022/23, the build-up of reserve balances in accordance with the Stadium Lease Agreement is projected to continue for FY 2024/25. Additional details can be found in the Excess Revenue Distribution section and Stadium Authority Operating Budget Glossary, Excess Revenue, section of this document.

 This budget includes the following reserves : Operating Reserve ($26.9 million); Renovation/ Demolition Reserve ($35.5 million), and Discretionary Fund Reserve ($2.8 million).

 The Legal Contingency Reserves are projected to be $13.7 million at the end of FY 202 4/25 which includes contingency for budgeted, but disputed, liabilities, costs or credits of Public Safety costs and NFL-SBL Buffet costs, which are the subject of ongoing litigation. The August 31, 2022 Settlement Agreement between StadCo, Stadium Manager and Stadium Authority did not include resolution terms regarding NFL -SBL Buffet costs and P ublic Safety costs disputes. Thus, consistent with past practice for costs that are the subject of ongoing litigation, the $1.1 million requested for 2024/25 NFL-SBL Buffet costs by ManCo is proposed to be allocated in the Legal Contingency Reserve for Buffet costs. For the disputed NFL-SBL Buffet costs, cash proceeds are transferred to the Stadium Authority and these funds are placed in a reserve pending final outcome of the ongoing dispute. The Stadium Authority also included in the 2024/25 budget, the am ount of $2.3 million in the Legal Contingency Reserve for the ongoing Public Safety Costs litigation. Th is reserve amount represents the estimated Performance-Based Rent credits to StadCo that could be used to pay for Public Safety costs that exceeded the threshold for the 2024/25 season. This reserve amount for the disputed Public Safety Costs are included in the net Non -NFL events revenues the Stadium Authority receives.

17 S TAD I U M AU T H O RI TY O P E R AT I N G BU DG E T ( C O NT.)

$24.8
$5.1 $13.7
$1.2
$7.8
$5.5
$3.5
$0.5
$0.2

OPERATING REVENUES
Rent - $24.8M, 41%
SBL Proceeds - $5.1M, 8%
NFL Ticket Surcharge - $13.7M, 23%
Non-NFL Event Ticket Surcharge - $1.2M,
2%
Naming Rights - $7.8M, 13%
Non-NFL Events Revenue - $5.5M, 7%
Interest - $3.5M, 6%
Sponsorship Revenue (STR) - $0.5M, 1%
Senior & Youth Program Fees - $0.2M, <1%$62.3 Million
■
■
■
■
■
■
■
■
■

18 S TAD I U M AU T H O RI TY O P E R AT I N G BU DG E T ( C O NT.)

$23.1
$13.6
$4.2
$2.4 $1.5 $0.7
$1.0
$0.3 $0.2
$0.1 $0.2

OPERATING EXPENSES
Transfers Out - $23.1M, 49%
Shared Stadium Manager Expenses - $13.6M, 29%
Stadium Authority General & Administrative -
$4.2M, 9%
SBL Sales and Service - $2.4M, 5%
Utilities - $1.5M, 3%
Other Expenses - $0.7M, 2%
Ground Rent (paid to City) - $1M, 2%
Discretionary Fund Expense - $0.3M, 1%
Senior & Youth Program Fees (paid to City) -
$0.2M, <1%
Naming Rights - $0.1M, <1%
Use of StadCo Tenant Improvements - $0.2M, <1%$47.3 Million

19 S TAD I U M AU T H O RI TY O P E R AT I N G BU DG E T ( C O NT.)

2022/23 2023/24 2023/24 2024/25
Year-end (8) Amended (7)
Projected Proposed
Actuals Budget Actuals Budget
Beginning Fund Balance
Discretionary Fund Reserve (2)
2,327,850$ 1,667,695$ 1,667,696$ 2,463,696$ Legal Contingency Reserve - Buffet Costs (5) 902,081 2,066,749 2,066,749 3,321,116 Legal Contingency Reserve - Public Safety Costs (6) - 4,246,725 4,246,725 7,805,725 Operating Reserve (2) 12,301,659 25,335,402 25,335,402 26,095,402 Renovation/Demolition Reserve (2) - 5,323,390 5,323,390 24,070,390 Stadium Funding Trust Reserve 3,397,000 3,420,994 3,420,994 5,414,396 Unrestricted 21,379,741 13,880,278 13,880,277 17,137,508 Total Beginning Fund Balance 40,308,331$ 55,941,233$ 55,941,233$ 86,308,233$ Revenues
NFL Ticket Surcharge 11,366,724$ 12,178,000$ 12,717,000$ 13,700,000$ SBL Proceeds 24,890,317 12,589,000 14,416,000 5,057,000 Interest 1,722,940 1,249,000 3,212,000 3,534,000 Net Revenues from Non-NFL Events (4)
8,809,167 4,500,000 7,756,000 5,500,000 Naming Rights 11,015,959 7,602,000 7,602,000 7,830,000 Sponsorship Revenue (STR) 585,534 475,000 592,000 519,000 Rent 24,762,000 24,762,000 24,762,000 24,762,000 Senior & Youth Program Fees 250,000 234,000 250,000 233,000 Non-NFL Events Ticket Surcharge 1,279,792 1,296,000 1,592,000 1,149,000 Other Revenue 213,157 - - - Total Revenues 84,895,590$ 64,885,000$ 72,899,000$ 62,284,000$ Total Source of Funds 125,203,921$ 120,826,233$ 128,840,233$ 148,592,233$ Santa Clara Stadium Authority
Operating Budget Summary

20 S TAD I U M AU T H O RI TY O P E R AT I N G BU DG E T ( C O NT.)

2022/23 2023/24 2023/24 2024/25
Year-end (8)
Amended (7) Projected Proposed
Actuals Budget Actuals Budget
Expenses
Shared Stadium Manager Expenses
Stadium Operations (1)
3,495,283$ 4,550,000$ 4,057,000$ 3,384,000$ Engineering (1)
2,674,884 2,694,000 3,007,000 3,935,000 Guest Services (1)
395,101 645,000 538,000 621,000 Groundskeeping (1)
447,655 650,000 591,000 316,000 Security (1)
1,247,867 1,564,000 1,328,000 1,602,000 Insurance (1)
3,230,263 3,327,000 3,327,000 3,427,000 Stadium Management Fee (1 & 7)
253,354 516,515 640,000 269,000 Shared Stadium Manager Expenses Subtotal 11,744,407$ 13,946,515$ 13,488,000$ 13,554,000$ Other Operating Expenses
SBL Sales and Service (1)
2,157,787$ 2,333,000$ 2,303,000$ 2,448,000$ Senior & Youth Program Fees (paid to City) (1)
250,000 234,000 250,000 233,000 Ground Rent (paid to City) (2)
460,000 495,000 495,000 1,000,000 Performance Rent (paid to City) (2)
- - - - Discretionary Fund Expense (3)
650,000 250,000 - 250,000 Utilities (1)
1,225,594 1,391,000 1,391,000 1,488,000 Use of StadCo Tenant Improvements (1 & 7)
82,972 121,065 133,000 151,000 Stadium Authority General & Administrative (3 & 7)
1,769,135 3,619,900 2,138,000 3,793,000 Stadium Authority Legal Services (3)
504,928 300,000 400,000 395,000 Naming Rights Expense (1)
90,891 94,000 94,000 136,000 Other Expenses (1)
426,722 734,000 627,000 748,000 Other Operating Expenses Subtotal 7,618,029$ 9,571,965$ 7,831,000$ 10,642,000$ Total Expenses 19,362,436$ 23,518,480$ 21,319,000$ 24,196,000$ Transfers Out
Debt Service (2)
46,099,942$ 25,457,000$ 17,298,000$ 17,471,000$ Capital Expenditures Reserve (2)
3,800,310 3,915,000 3,915,000 4,032,000 Capital Expenditures Reserve - Levi's Naming Rights - - - 1,575,000 Total Transfers Out 49,900,252$ 29,372,000$ 21,213,000$ 23,078,000$ Ending Fund Balance
Discretionary Fund Reserve (2) 1,667,696$ 2,065,695$ 2,463,696$ 2,788,696$ Legal Contingency Reserve - Buffet Costs (5)
2,066,749 3,143,749 3,321,116 4,441,801 Legal Contingency Reserve - Public Safety Costs (6) 4,246,725 6,249,225 7,805,725 10,055,725 Operating Reserve (2) 25,335,402 25,935,402 26,095,402 26,878,402 Renovation/Demolition Reserve (2)
5,323,390 11,016,390 24,070,390 35,476,705 Stadium Funding Trust Reserve 3,420,994 4,655,914 5,414,396 5,987,000 Unrestricted 13,880,277 14,869,378 17,137,508 15,689,904 Total Ending Fund Balance 55,941,233$ 67,935,753$ 86,308,233$ 101,318,233$ Total Use of Funds 125,203,921$ 120,826,233$ 128,840,233$ 148,592,233$ (1) Recommended by ManagementCo.
(2) Amounts are based on payment schedule or calculated as instructed per relevant agreements. (3) Recommended by Stadium Authority staff.
(4) Net Revenues from Non-NFL Events are provided by ManCo on a cash basis, and table above reflects accrual basis; ManCo anticipating Net Revenues from Non-NFL Events to range from $4,000,000 to $5,500,000 for FY2024/25. (5) Reserve for disputed NFL-SBL Buffet costs for FY2023/24 ($1,254,367) and FY2024/25 ($1,120,685). (6) Reserve for disputed Public Safety Costs for FY2023/24 ($3,559,000) and FY2024/25 ($1,500,000). (7) Amended Budget as of February 6, 2024.
(8) Beginning Fund Balance was adjusted to reflect actual results and revised presentation of reflecting reserves in Fund Balance.

Santa Clara Stadium Authority
Operating Budget Summary (Cont.)

21 S TAD I U M AU T H O RI TY O P E R AT I N G BU DG E T ( C O NT.)

Stadium Authority Board Duties and Proposed General and Administrative Budget

The Board is a public entity responsible for governing the matters concerning Levi’s ® Stadium. As such, the Board is responsible for setting policy direction, ensuring implemen tation of its policy direction and other due diligence requirements through Stadium Authority staff, and auditing/oversight of its policy implementation, as reasonable and necessary.

The administrative budget total s $4.2 million, or 9%, of the Fiscal Year 2024/25 Proposed Stadium Authority Operating Expense Budget of $ 45.7 million. With this budget, staff will support the Board with its oversight of Levi’s® Stadium per the various agreements with ManCo and StadCo, such as:

1. Uphold fiduciary responsibilities and debt obligations;

2. Maintain a productive and functional business relationship with StadCo as the Tenant of the Stadium;

3. Ensure that Levi’s® Stadium is maintained in the required condition and operated as a quality NFL and multi-purpose public sports, public assembly, exhibit, and entertainment facility;

4. Work collaboratively with the Stadium Manager to hold safe events at Levi’s® Stadium with minimal impacts to the surrounding residential and business community;

5. Continue developing Board policies as required for proper governance and transparency efforts concerning the Stadium Authority oversight efforts;

6. Continue the current noise monitoring program;

7. Implement public safety expert’s recommendations during events held at Levi’s® Stadium;

8. Develop and implement oversight initiatives consistent with public entity organizations;

Stadium Authority staff are responsible for the capital and programmatic oversight and audit of Stadium activities. As part of this budget, the oversight of Stadium activities is allocated primarily to the Executive Director, Stadium Authority Counsel, Auditor, Treasurer, and various supporting professional staff.

As such, the Stadium Authority G&A expense budget of $ 4.2 million provides the financial means to fulfill the Board ’s policy direction and strategic initiatives and manage the day -to-day operations of the Stadium Authority . This is an increase of $ 268,000 from the FY 2023/24 A mended Stadium Authority General and Administrative Budget of $3.9 million for additional staff support. For example, a new Management Analyst position is proposed to support community outreach and relations as well as operational projects and assignments related to SBLs and procurement. A Development Project Manager is also proposed to be partially allocated to the Stadium Authority to review, track, and

22 S TAD I U M AU T H O RI TY O P E R AT I N G BU DG E T ( C O NT.) coordinate the scheduling and implementation of capital projects with the Sta dium Manager. This position will serve as the Stadium Authority’s liaison to address issues and concerns related to these capital projects.

A breakdown of the Stadium Authority’s portion of the overall operating expense budget of $ 45.7 million is shown below.

Expense Type Budget Comments
Staff support 2,868,000$ To support the Stadium Authority with its oversight duties of stadium activities Legal Services 395,000 As needed for outside legal services Audit Services 193,000 Financial and performance audits performed by external auditors Consultants
100,000 Community engagement efforts and/or Board initiatives consistent with the work plan - Noise Monitoring 87,000 Continued noise monitoring of Levi's Stadium Special Projects & Board Directives 289,000 Funding for unanticipated Stadium Authority directives, Executive Director assignments, etc Administrative Services 208,000 Laserfiche Repository, Financial Management System, banking fees, etc Other Expenses 40,000 Routine office expenses, travel, training and conferences, etc Board Stipends 8,000 Stadium Authority meetings Total 4,188,000$
Proposed Stadium Authority FY2024/25 General and Administrative Budget - Community Outreach/Communications/Engagement

68.5%

9.4%

4.6%

2.4%

2.1%

6.9% 5.0%

1.0% 0.2%
Stadium Authority FY2024/25 General and Administrative Budget Staff Support Legal Services
Audit Services Community Outreach
Noise Monitoring Special Projects and Board Directives
Administrative Services Other expenses
Board stipends
■
■
■
■
■
■
■
■
■

23 S TAD I U M AU T H O RI TY O P E R AT I N G BU DG E T GL OS S ARY Accrual Basis Accounting: The method of recording revenues and expenses when they are incurred, regardless of when cash is exchanged.

Contribution to Operating Reserve: The contributions to the operating reserve are funded by means of excess revenues (see Excess Revenue below). ( Source: The Amended and Restated Stadium Lease Agreement).

Discretionary Fund This is funded by half of the Non -NFL ticket surcharge (see Non -NFL Event Ticket Surcharge on Page 27) and has been used to cover NFL public safety costs above the public safety cost threshold in the first three fiscal years of operation and other items at the Stadium Authority’s discretion. Stadium Authority has been building this fund pending the outcome of the ongoing public safety cost litigation. Stadium Authority may transfer up to half of the balance of the Discretionary Fund over $1.0 million from the Discretionary Fund to the City’s General Fund if (1) adequate provision has been made for the replacement of and upgrades to capital improvements contemplated under the Public Safety Plan and (2) an equal amount is transferred from the Discretionary Fund to Stadium Authority’s operating fund to be included as Stadi um Authority Revenue. (Source: The Amended and Restated Stadium Lease Agreement).

Excess Revenue: If Stadium Authority revenue exceeds expenses for any lease year, such excess revenues shall be distributed as described in the table below. This table reflects how the excess revenues are projected to be distributed in the 2023/24 Fiscal Year. (Source: The Amended and Restated Stadium Lease Agreement)

Discretionary Fund Balance
Summary
FY 2022/23
Year-end
Actual
FY 2023/24
Amended
Budget (2)
FY 2023/24
Projected
Actuals
FY 2024/25
Proposed
Budget
Beginning Balance 2,327,850$ 1,667,695$ 1,667,696$ 2,463,696$ Contributions from Operating(1) (10,154) 648,000 796,000 575,000 Discretionary Fund Expenditures (650,000) (250,000) - (250,000) Ending Balance 1,667,696$ 2,065,695$ 2,463,696$ 2,788,696$ (1) Contributions from Operating equal 50% of Non-NFL Event Ticket Surcharge. FY 2022/23 includes a $650k transfer out from the Discretionary Fund to the SFT O&M Reserve as a part of the August 2022 settlement. (2) Amended Budget as of February 6, 2024.

No. Description Amount Funded Notes
Projected Excess Revenues at Year-end 20,812,000.00$
1 Payment of ManCo Revolving Loan -$ N/A 2 Funding Operating Reserve up to $2 Million +3% annually -$ Funding requirement met 3 Funding CapEx Reserve an Additional $1 Million +3% annually (1,305,000.00)$ Funding annual CapEx Reserve 4 Funding Operating Reserve up to $10 Million +3% annually -$ Funding requirement met 5 Prepayment of StadCo Subordinated Loan -$ N/A 6 Funding Operating Reserve up to $20 Million +3% annually (760,000.00)$ Funding annual Op Reserve 7 Funding Renovation/Demolition Reserve up to $70 Million (18,747,000.00)$ Funding Reno/Demo Reserve 8 Available for Additional Disbursements as described in the Stadium Lease -$ N/A Balance of Excess Revenues at Year-end -$
2023/24 Projected Result - Use of Excess Revenues

24 S TAD I U M AU T H O RI TY O P E R AT I N G BU DG E T GL OS S ARY ( C O N T.)

Ground Rent: The City has agreed to lease the land under Levi’s® Stadium to Stadium Authority for an initial term of 40 years. The fixed ground rent schedule is noted below for the 40 -year initial term. (Source: Ground Lease Agreement)

Lease
Year Fiscal 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$

25 S TAD I U M AU T H O RI TY O P E R AT I N G BU DG E T GL OS S ARY ( C O N T.)

Insurance: ManCo procures insurance for Levi’s ® Stadium for the entire year an d the cost is split between Stadium Authority and StadCo (see Shared Stadium Manager Expenses on Page 28). The Stadium Lease sets the Stadium Authority’s share of insurance expense at $2,550,000 for the first lease year with each succeeding lease year’s insurance expense increasing by 3%. (Source: Stadium Management Agreement & The Amended and Restated Lease Agreement)

Interest: This is interest earned from cash on hand.

Naming Rights: Levi Strauss & Co (Levi’s ®) pays an annual naming rights fee to Stadium Authority that increases by 3% each contract year . The initial Naming Rights Agreement covered a 20-year term, however in January 2024 the First Amendment to the Naming Rights Agreement extended the term an additional 10 years. This annual fee is paid in two equal semi-annual installments on or before March 1st and October 1st. (Source: Naming Rights Agreement & The First Amendment to the Naming Rights Agreement)

The Naming Rights Agreement with Levi’s® requires the Stadium Authority to hold at least 36 “Major Events” (with 25,000+ attendees) every three contract years. However, the Second Amendment to the Stadium Management Agreement states that ManCo would pay the Stadium Authority the amount owed by the Stadium Authority to Levi’s ®, as liquidat ed damages . ManCo has acknowledged responsibility for liquidated damages which are paid by ManCo outside the Stadium Authority’s share of Shared Stadium Manager Expenses. During discussion between the Stadium Manager and Levi’s®, it was determined based on the contract language that the first contract year began March 1, 2015.

As of this report, the current number of Major Events held at Levi’s ® Stadium was fourteen (14) through the current three -year period. It should be noted that the periods from March 1 , 2018 to February 28, 2021 and March 1, 2021 to February 28, 2024 were both impacted by the COVID pandemic. Stadium Authority will work with ManCo and provid oversight during the March 1, 2024 to February 28, 2027 to strive to meet the required 36 “Major Events”. The below table reflects the number of major events from March 1, 2015 to date:

Net Revenues from Non-NFL Events: ManCo provides management services for Levi’s ® Stadium year-round. As such, ManCo is responsible for booking and scheduling all Non-NFL events on behalf of Stadium Authority. ManCo is required by the agreement to maintain complete and accurate books and records relating to the net income from the Non -NFL events. Those records are revie wed by Stadium Authority staff and/or outside consultants and audited by an independent auditor. After the completion of the fiscal year, the net revenues are paid to Stadium Authority by ManCo. ( Source:

Stadium Management Agreement)

NFL Ticket Surcharge : The Forty Niners Football Company, LLC (the Team) collects a 10% NFL Number of
Major Events
March 1, 2015 to February 28, 2018 40
March 1, 2018 to February 28, 2021 12
March 1, 2021 to February 29, 2024 14
Naming Rights Agreement
Three-Year Periods

26 S TAD I U M AU T H O RI TY O P E R AT I N G BU DG E T GL OS S ARY ( C O N T.)
ticket surcharge on the price of admission to all NFL games occurring in Levi’s® Stadium on behalf of Stadium Authority. (Source: Amended and Restated Non-Relocation Agreement)

Non-NFL Event Expense: The gross expenses for Non-NFL events held at Levi’s® Stadium.

Non-NFL Event Revenue: The gross receipts from Non-NFL events held at Levi’s® Stadium.

Non-NFL Event Ticket Surcharge : Promoters or sponsors of any ticketed Non -NFL event th at is held at Levi’s® Stadium are required to collect a $4 per ticket surcharge on behalf of Stadium Authority.

One-half of this surcharge that is paid to Stadium Authority covers general stadium operations and the other half funds the Stadium Authority Di scretionary Fund. ( Source: Amended and Restated Stadium Lease Agreement)

Other Expenses: Miscellaneous Stadium Authority expenses such as bank fees.

Other Revenue: Miscellaneous Stadium Authority revenues.

Performance-Based Rent: Stadium Authority pays the City performance -based rent on top of the fixed ground rent. The basic calculation for the performance -based rent is fifty percent (50%) of the net income from Non-NFL events for any given lease year less the sum of Performance-Based Rent Credits. The Performance-Based Rent Credits include (1) fifty percent (50%) of the fixed ground rent for the current lease year, (2) the amount, if any, that the Public Safety Costs exceed the Public Safety Cost Threshold for the current lease year, (3) following the Tax Allocation Termination Date, the amount of Received Possessory Interest Tax (PIT), and (4) the amount of any credit for Disproportionate Taxes for the current lease year . The table below represents a projection of the 2023/24 and 2024/25 fiscal years’ performance-based rent. (Source: Ground Lease Agreement & Amended and Restated Stadium Lease Agreement)

Rent: The facility rent was originally set at $24.5 million for StadCo to lease the Stadium for their half of the year. As a result of the rent reset arbitration award in favor of Stadium Authority, the facility rent was reset to $24.8 million retro-active to the first lease year. The rent adjustment process is outlined in the Amended and Restated Stadium Lease. (Source: Amended and Re stated Stadium Lease Agreement)
Performance Rent Calculation
Fiscal Year 2023/24
Projection
Fiscal Year 2024/25
Budget
Ground Rent 495,000$ 1,000,000$
Net Non-NFL Event Revenue (Expense) 7,756,000 5,500,000 50% of Net Non-NFL Event Revenue (Expense) 3,878,000$ 2,750,000$ Performance Rent Credit from Ground Rent (50% of Ground Rent) (247,500) (500,000) Subtotal 3,630,500$ 2,250,000$
Public Safety Credits TBD TBD
Other Credits N/A N/A
Reserve for Litigation Contingency - Public Safety Costs(1) (3,630,500) (2,250,000) Net Performance Rent paid to the City of Santa Clara 0$ 0$ (1) Per Ground Lease and Stadium Lease, Public Safety Costs exceeding threshold are treated as credits toward performance rent, which is part of an unsettled claim. Stadium Authority projects that $5.1 million will be set aside in reserves for Public Safety Costs ($3.6 million for FY 2023/24 and $2.3 million for FY 2024/25). Stadium Authority will true-up the FY2023/24 reserve amount at year-end and request for a budget amendment, if needed.

27 S TAD I U M AU T H O RI TY O P E R AT I N G BU DG E T GL OS S ARY ( C O N T.)

Senior and Youth Program Fees: During the lease terms, StadCo collects City of Santa Clara Senior and Youth Program Fees on behalf of Stadium Authority. The fee is $0.35 per NFL game ticket up to a maximum of $250,000 per lease year. (Source: Amended and Restated Stadium Lease Agreement)

Shared Stadium Manager Expenses : ManCo oversees the day -to-day operations of Levi’s ® Stadium year-round. Since StadCo leases the Stadium from Stadium Authority for half of each fiscal year, expenses incurred by the Stadium Manager are shared between StadCo and Stadium Authority.

Most Shared Stadium Manager Expenses are split 50/50 between StadCo and Stadium Authority; grounds-keeping is the exception with a 70/30 split, with StadCo responsible for the larger share. In addition, ManCo procures insurance for Levi’s® Stadium that is shared between StadCo and Stadium Authority (see Insurance on Page 26). (Source: Stadium Management Agreement & The Amended and Restated Stadium Lease Agreement)

The Stadium Authority is in ongoing litigation with ManCo with regard to the NFL -SBL Buffet costs.

The FY 2023/24 projection and FY 2024/25 proposed budget assume the continuation of withholding payments for the disputed NFL-SBL Buffet costs. The funding requested for NFL-SBL Buffet costs by ManCo will be allocated in a Legal Contingency until pending dispute resolution.

Sponsorship Revenue (STR) : STR Marketplace, LLC (STR) established a secondary market website to facilitate the transfer and resale of SBLs. In exchange for the use of the Levi’s ® Stadium trademarks and links on the website (hence the title Sponsorship Revenue), STR pays Stadium Authority a minimum annual fee of $325,000 based on the commissions that are collected by STR.

In addition to the minimum annual fee, Stadium Authority also receives 50% of any commissions in excess of $650,000. The agreement with STR expires on May 31, 2027. (Source: SBL Website Marketing Agreement & Subsequent Amendments)

Stadium Authority General & A dministrative: As an independent public entity, Stadium Authority incurs its own expenses in relation to Board governance, fiduciary responsibilities, oversight, and operations of Levi’s® Stadium. These include but are not limited to Stadium Authority staf f time and various outside contractors and consultants who are hired to support staff with administering the necessary requirements for owning and operating Levi’s ® Stadium and the day-to-day operations of the Stadium Authority. Also included are various administrative type costs such as bank fees, phone charges, IT equipment maintenance, etc.

Stadium Builder License (SBL) Proceeds : SBL holders who are on a payment plan make annual payments. Additionally, some SBL holders make payments above and beyond their annual scheduled payment plan. There are also sales of new SBLs and/or SBLs that were defaulted and resold. SBL cash collections from all these sources make up SBL proceeds.

Stadium Builder License (SBL) Sales and Service : ManCo provides sales and se rvice to SBL holders on behalf of Stadium Authority. This includes all SBL collection efforts and customer service support. (Source: Agreement for Stadium Builder License Sales & Fourth Amendment to the Stadium Management Agreement)

28 S TAD I U M AU T H O RI TY O P E R AT I N G BU DG E T GL OS S ARY ( C O N T.)

Stadium Management Fee: ManCo receives an annual base management fee to manage Levi’s ® Stadium. The fee was $400,000 in the first lease year and increases by 3% annually. This annual base management fee is split 50/50 between StadCo and Stadium Authority since ManCo manages the Stadium year-round for both entities. In addition to the base management fee, ManCo receives a stadium marketing and booking fee (incentive fee) which is based on a percentage of the amount that the net income from Non-NFL events exceeds the marketing and booking fee benchmark. The table below shows the first 11 years of the base management fee and the stadium marketing and booking fee benchmark. It also shows the first nine (9) years of net income from Non -NFL events and a projection of the tenth year as well as the applicable marketing and booking fee. (Source: The Stadium Management Agreement)

Transfers Out : Transfers from the Stadium Authority Operating Fund to fund Debt Service and Capital Expenditure Projects.

Utilities: StadCo leases the Stadium from Stadium Authority for six months of each fiscal year from August through January. StadCo is therefore responsible for the day-to-day utilities during that period.

Stadium Authority pays for the day-to-day utilities from February through July. Utilities associated with large ticketed Non-NFL events are charged as an expense to the event which is included in the Non- NFL events expense.

Use of StadCo Tenant Improvements: StadCo charges Stadium Authority for use of various StadCo tenant improvements (such as the use of the scoreboard) during Non-NFL events. (Source: Amended and Restated Lease Agreement)
Fiscal Year
Lease
Year
Annual Base
Stadium
Management Fee
(SCSA Share)
Stadium
Marketing and
Booking Fee
Benchmark
Actual/
Projected 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(1) 10 260,955$ 6,523,866$ 7,756,000$ 2,388,105$ 123,213$ 4,776,209$ -$ 384,168$ 2024/25 11 268,783$ 6,719,582$
(1) Net income from Non-NFL events for FY2023/24 is projected.

To be determined

29 The Stadium Management Agreement is between
the Stadium Authority, StadCo and ManCo and
was entered into as of March 28, 2012. This
agreement was developed to provide the Stadium
Authority with the expertise of an outside manager
to oversee the d ay-to-day operations of Levi’s ®
Stadium. Additionally, the Amended and Restated
Stadium Lease Agreement between the Stadium
Authority and StadCo was made and entered into
as of June 19, 2013.

This agreement amended the original stadium
lease to set the initial rent, to allow StadCo to enter into agreements with alternative energy providers,
to cap Stadium Authority’s share of the insurance
costs at a fixed amount each year, and to require
Stadium Authority to fund various reserves.

Per the terms of th e Stadium Lease Agreement ,
StadCo leases the Stadium from the Stadium
Authority for half of each fiscal year and is
responsible for the Stadium Manager ’s operating
expenses during that period. The Stadium
Manager’s operating expenses for the other half of
the year are the responsibility of the Stadium
Authority. Section 8.3.1 describes the
proportionate share of Stadium Manager
expenses that are owed by the Stadium Authority
and StadCo. Namely that most Stadium Manager’s
operating expenses are split 50/50 with grounds -
keeping being the exception with a 70/30 split,
StadCo being responsible for the larger share.

ManCo procures insurance for Levi’s® Stadium for
the entire year and the cost is shared between
Stadium Authority and StadCo.

Section 4.7 of the Management Agreement notes
that ManCo will provide an Annual Shared
Stadium Expense Budget to be adopted annually
by Stadium Authority and StadCo.

Once the budget has been adopted, ManCo
invoices Stadium Authority mon thly for its
budgeted portion of shared expenses which
include Stadium Manager’s operating
expenses. As part of the year-end work, the
budgeted amounts that were paid are to be
trued up with actual expenditures.

S H AR E D STAD I UM M AN AG E R EX P E NS E S

30 S H AR E D STAD I UM M AN AG E R EX P E NS E S (C O NT.)

Security
Stadium
Operations Engineering Guest Services Groundskeeping Total Total Compensation 897,156$ 5,705,144$ 3,758,700$ 714,140$ 267,063$ 11,342,203$ Travel, Meals & Entertainment 44,200 313,680 54,750 156,000 9,457 578,087 Outside Services 1,936,000 27,300 3,868,622 5,010 606,000 6,442,932 General Supplies 50,400 25,692 750 140,274 159,000 376,116 Telephone 33,600 389,968 17,640 5,760 1,440 448,408 Equipment 195,480 241,798 148,542 104,540 9,000 699,360 Uniforms 28,000 - 17,612 74,750 3,000 123,362 Other 18,500 64,312 3,800 40,650 - 127,262 Subtotal 3,203,336$ 6,767,894$ 7,870,416$ 1,241,124$ 1,054,960$ 20,137,730$ Security
Stadium
Operations Engineering Guest Services Groundskeeping Total Total Compensation (2) 448,578$ 2,852,572$ 1,879,350$ 357,070$ 80,119$ 5,617,689$ Travel, Meals & Entertainment 22,100 156,840 27,375 78,000 2,837 287,152 Outside Services 968,000 13,650 1,934,311 2,505 181,800 3,100,266 General Supplies 25,200 12,846 375 70,137 47,700 156,258 Telephone 16,800 194,984 8,820 2,880 432 223,916 Equipment 97,740 120,899 74,271 52,270 2,700 347,880 Uniforms 14,000 - 8,806 37,375 900 61,081 Other 9,250 32,156 1,900 20,325 - 63,631 Subtotal 1,601,668$ 3,383,947$ 3,935,208$ 620,562$ 316,488$ 9,857,873$ Insurance (3) 3,427,000
Management Fee (4) 269,000
Total 13,553,873$
(2) Total compensation is based on a total of 55 full time equivalent positions. (3) The stadium lease sets Stadium Authority's share of insurance expense at $2,550,000 for the first lease year with each succeeding lease year's expense increasing 3%.

Stadium Manager
2024/25 Total Shared Stadium Expenses
Between the Santa Clara Stadium Authority and Forty Niners SC Stadium Company (StadCo) Santa Clara Stadium Authority Proportionate Share of Stadium Expenses (1) (1) The Santa Clara Stadium Authority proportionate share of stadium expenses is rounded to the nearest $1,000 in the operating budget. (4) The stadium management agreement sets the base management fee at $400,000 for the first lease year with each succeeding lease year's management fee increasing 3%. This base management fee is split 50/50 between Stadium Authority and StadCo.

31 Total Compensation: This cost includes full-time staff (55 employees), part-time staff, and benefits.

Stadium Authority pays for 50% of these costs except for Groundskeeping which is set at 30%.

 Full-time wages are costs for all management company full-time employees.

 Part-time wages are costs for all management company part-time employees. Wages include annual training for all Guest Services Representatives.

 Benefits are costs of employees’ health insurance, pension, vacation time, and all employer taxes.

Travel, Meals & Entertainment: These are costs for employee travel (airfare, ground, lodging, and meals) to stadium management conferences. In addition, this category includes costs for staff meals for general food and beverage, vendor engagement, and the year -end guest service employee appreciation banquet.

Outside Services: Costs for outside service providers, which include the following:

 Janitorial and Medical costs related to the janitorial, cleaning, landscaping, and trash services of the interior and exterior of the Stadium and medical services for the Stadium during regular business hours.

 Stadium Security costs for staffing 24/7 security guards in and around the Stadium and explosive detection canines.

 Engineering & Maintenance for mandatory safety and general maintenance costs associated with fire sprinklers, fire alarms, elevators, and backflows. Also includes outside sub-contracted calls for services for windows, signage and roof repair, HVAC & electrical, carpet, concrete or other miscellaneous repairs.

General Supplies: Supplies for stadium operations, janitorial, engineering, and Guest Services (For example: janitorial supplies, general printing costs for stadium signage, deployment sheet, notes, handbooks etc.).

Telephone: These are costs for landlines and internet/data service for the Stadium, net of the costs for the Team’s business offices, and cell service for Stadium Manager’s Stadium Operations and Security Department personnel.

Equipment: Costs associated with stadium operations and security software, including incident tracking, mobil e safety application, stadium staff scheduling/event calendar software, video surveillance licensing software, X -ray machine rental for deliveries, and monthly cost for off -site equipment storage.

S H AR E D STAD I UM M AN AG E R EX P E NS E S GL OS S ARY

32 S TAD I UM M AN AG E R S H AR E D E X P E NS E S G LO S S ARY ( C O NT.)

Uniforms: Guest Services Department’s replacement and replenishment of uniforms.

Other Costs : Costs associated with Stadium Operations (For example: specialized training, command post, CPR first aid, background checks, recruiting, marketing/advertising, and employee retention program).

Tenant Improvements : Interior improvements within Tenant's exclusive facilities and any other improvements within the Stadium that are to be owned by, and constructed at the cost of, Tenant or any Tenant transferee as may be agreed by the Parties (Stadium Authority and StadCo). (Source:

Stadium Lease Agreement).

2025/26 2026/27 2027/28 2028/29 2029/30
Total Compensation 5,786,221$ 5,959,807$ 6,138,602$ 6,322,760$ 6,512,442$ Travel, Meals & Entertainment 295,766 304,639 313,778 323,191 332,887 Outside Services 3,193,273 3,289,072 3,387,744 3,489,376 3,594,057 General Supplies 160,945 165,774 170,747 175,869 181,145 Telephone 230,633 237,552 244,679 252,019 259,580 Equipment 358,317 369,066 380,138 391,542 403,289 Uniforms 62,913 64,801 66,745 68,747 70,810 Other 65,540 67,506 69,531 71,617 73,766 Total 10,153,608$ 10,458,217$ 10,771,964$ 11,095,121$ 11,427,976$ Insurance (1) 3,530,000 3,636,000 3,745,000 3,857,000 3,973,000 Management Fee (2) 277,000 285,000 294,000 303,000 312,000 Total 13,960,608$ 14,379,217$ 14,810,964$ 15,255,121$ 15,712,976$ Stadium Manager
Santa Clara Stadium Authority Proportionate Share of Stadium Expenses - Five Year Forecast
(1) The stadium lease sets SCSA's share of insurance expense at $2,550,000 for the first lease year with each succeeding lease year's expense increasing 3%.
(2) The stadium management agreement sets the base management fee at $400,000 for the first lease year with each succeeding lease year's management fee increasing 3%. This base management fee is split 50/50 between SCSA and StadCo.

33 S TAD I U M DE B T S E RV I CE BU D G E T ( C ON T.)

2022/23 2023/24 2023/24 2024/25
Year-end (2)
Amended (1) Projected Proposed
Actuals Budget Actuals Budget
Beginning Fund Balance
Required Debt Service Reserve 11,536,235$ 11,536,235$ 11,536,235$ 11,536,235$ Debt Service Reserve 16,026,323 15,663,801 15,663,801 7,996,801 Total Beginning Fund Balance 27,562,558$ 27,200,036$ 27,200,036$ 19,533,036$ Revenues
Contribution from CFD 2,126,816$ 2,696,000$ 3,207,000$ 2,782,000$ Total Revenues 2,126,816$ 2,696,000$ 3,207,000$ 2,782,000$ Transfers In
Transfers In from Operating 46,099,942$ 25,457,000$ 17,298,000$ 17,471,000$ Total Transfers In 46,099,942$ 25,457,000$ 17,298,000$ 17,471,000$ Total Source of Funds 75,789,316$ 55,353,036$ 47,705,036$ 39,786,036$ 2022/23 2023/24 2023/24 2024/25
Year-end (2) Amended (1)
Projected Proposed
Actuals Budget Actuals Budget
Expenses
CFD Advance 2,248,478$ 2,379,000$ 2,715,000$ 2,754,000$ Term A Loan 25,493,763 25,457,000 25,457,000 16,933,000 StadCo Subordinated Loan 20,847,039 - - - Total Expenses 48,589,280$ 27,836,000$ 28,172,000$ 19,687,000$ Ending Fund Balance
Required Debt Service Reserve 11,536,235$ 11,536,235$ 11,536,235$ 11,536,235$ Debt Service Reserve 15,663,801 15,980,801 7,996,801 8,562,801 Total Ending Fund Balance 27,200,036$ 27,517,036$ 19,533,036$ 20,099,036$ Total Use of Funds 75,789,316$ 55,353,036$ 47,705,036$ 39,786,036$ (1) Amended Budget as of February 6, 2024.
(2) Beginning Fund Balance was adjusted to reflect actual results, which included accruals.

Santa Clara Stadium Authority
Debt Service Budget Summary

S TAD I U M DE B T S E RV I CE BU D G E T

34 S TAD I U M DE B T S E RV I CE BU D G E T ( C ON T.)

Debt Service Payment : The FY 2024/25 Debt Service Budget of $ 19.7 million is based on the required and additional principal and interest debt service payments. It excludes payment to the StadCo Subordinated Loan because th is was paid off by the Stadium Authority with excess cash in FY 2022/23. A glossary is included at the end of this section that describes the type of debt and the applicable source documents for each loan. Of the $ 19.7 million budget, $ 2.8 million represents anticipated contributions from the Community Facilities District (CFD). The total Debt Service Reserves are projected at $20.1 million.

The schedule on page 36 provides a breakdown of the principal and interest payments budgeted in FY 2024/25 for each loan as well as the beginning and ending balances. The total outstanding debt is projected to decrease by $8.4 million in FY 2024/25 from $228.8 million to $220.4 million.

35 S TAD I U M DE B T S E RV I CE BU D G E T ( C ON T.)

2024/25 2024/25 2024/25
Debt Interest 2024/25 Beginning Principal Ending
Obligations rates Interest Balance Payments Balance
Stadium Funding Trust Term A Loan 5.00% 9,633,000$ 199,956,240$ (7,299,896)$ 192,656,344$ StadCo CFD Advance(1) 5.73% 1,626,000 28,836,825 (1,128,092) 27,708,733 Total 11,259,000$ 228,793,065$ (8,427,988)$ 220,365,077$ Santa Clara Stadium Authority
Debt Service Payment Schedule
(1)Community Facilities District (CFD) principal payment is an estimate based on anticipated contributions from the CFD.

Any increase in principal for the year is due to adding unpaid interest to the principal.

S TAD I U M DE B T S E RV I CE BU D G E T ( C ON T.)

$-
$100
$200
$300
$400
$500
$600
$700
March
2012
March
2013
March
2014
March
2015
March
2016
March
2017
March
2018
March
2019
March
2020
March
2021
March
2022
March
2023
March
2024
(forecast)
March
2025
(forecast)
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
$340.2 $325.3
$296.8
$245.3 $228.8
$280.3
$220.4
■ ■ ■
■ ■ ■

36 Contribution from the Community Facilities District (CFD) : The CFD was established for the purpose of financing and constructing publicly owned facilities. To support that, the CFD levies and collects a special hotel tax of 2% on hotel rooms within the CFD. During the construction of Levi’s® Stadium, Stadium Authority spent $35.0 million on CFD infrastructure. All collections from the special CFD hotel taxes are contributed to Stadium Authority to pay down the CFD Advance which was used to fund the construction of the CFD publicly owned facilities. (Source: The Reimbursement Agreement Relating to the CFD)

CFD Advance: StadCo agreed to loan Stadium Authority a not to exceed amount of $35.0 million for CFD infrastructure and with a maximum principal amount of $38 .0 million including capitalized interest. This loan bears interest at a fixed rate of 5.73% and the loan is payable solely from amounts received by Stadium Authority from the CFD. (Source: The Authority Promissory Note in Respect of StadCo CFD Advance)

Debt Service Reserve: The required Term A Loan principal payments are due on April 1st each year however the cash transfer from the Operating Fund is made in the prior Fiscal Year, this transfer is the main component of the Debt Service Reserve. The other com ponent is the accrued interest on the CFD Advance and the Term A Loan that is recorded at the end of each Fiscal Year.

Term A Loan : The Stadium Funding Trust (Fin anceCo) agreed to loan Stadium Authority $282.8 million to fund construction of Levi’s® Stadium. This loan bears interest at a fixed rate of 5% payable semi-annually, with annual principal payments due beginning in April 2018. It has a maturity date in 2039 and is subject to certain prepayment premiums. The principal payment schedule is noted below. (Source: The Restated Credit Agreement)

StadCo Subordinated Loan : StadCo agreed to loan Stadium Authority an amount not to exceed $500 million to fund construction of Levi’s ® Stadium. The actual amount loaned to the Stadium Authority was $236.9 million. This loan bears a fixed interest rate of 5.5% with annual principal payments due beginning in March 2016 and it may be prepaid at any time without penalties. The Stadium Author ity had fully paid off this loan in FY 202 2/23. (Source: The Restated StadCo Obligations Agreement)

Date
Annual Principal
Payment Date
Annual Principal
Payment Date
Annual Principal
Payment
April 1, 2018 12,110,000$ April 1, 2026 8,404,934$ April 1, 2033 13,306,164$ April 1, 2019 12,718,000$ April 1, 2027 9,001,865$ April 1, 2034 14,160,901$ April 1, 2020 13,354,000$ April 1, 2028 9,630,410$ April 1, 2035 15,060,270$ April 1, 2021 14,022,000$ April 1, 2029 10,292,166$ April 1, 2036 16,006,521$ April 1, 2022 14,723,000$ April 1, 2030 10,988,812$ April 1, 2037 17,002,017$ April 1, 2023 15,459,000$ April 1, 2031 11,722,111$ April 1, 2038 18,049,239$ April 1, 2024 7,299,896$ April 1, 2032 12,493,914$ April 1, 2039 19,150,793$ April 1, 2025 7,838,094$
Term A Loan Amortization (Required Principal Payment Schedule)

S TAD I U M DE B T S E RV I CE BU D G E T GL OS S ARY

37 Required Debt Service Reserve : Stadium Authority agreed to deposit $11,536,235.33 (the Debt Service Reserve Required Amount) into a Debt Service Reserve Account. This amount will remain in the reserve account until the Term A Loan has been fully repaid. (Source: Restated Credit Agreement & Restated Deposit and Disbursement Agreement)

S TAD I U M DE B T S E RV I CE BU D G E T GL OS S ARY ( CO N T.)

38 The Capital Expense (CapEx) Budget is used to fund the purchase or upgrade of fixed assets for the Stadium. While the funding for appropriations occur on an annual basis, the Capital Expense Plan extends for a five-year period (shown on Page 49 of this report). Changes to existing projects, as well as the addition of new projects, may occur during the five -year planning period as new needs are identified. The appropriations for capital projects do not lapse at year -end but carryover into future years until the project is complete.

The FY 2024/25 CapEx Budget totals $ 22.0 million. Of this total, $ 13.6 million of prior year appropriations are projected to be carried over from FY 2023/24 ($1.5 million of the projected carryover amount is for warranty -related construction, and the other $ 12.1 million is for prior year CapEx projects). New capital improvement appropriations equal $8.4 million.

A detailed listing of proposed FY 2024/25 projects is provided star ting on Page 41 of this report.

Stadium Authority is submitting it as transmitted by the Stadium Manager.

S TAD I U M AU T H O RI TY CAP I TAL EX P E NS E BU D GE T

39 2022/23 2023/24 2023/24 2024/25 2024/25 2024/25
Total
Year-end (2) Amended (1)
Projected Projected Proposed Proposed
Actuals Budget Actuals Carryover Budget Budget
Beginning Fund Balance
21,474,420$ 21,449,608$ 21,449,608$ 18,256,608$ 18,256,608$ 1,528,202 1,528,202 1,528,202 1,528,202 1,528,202 Total Beginning Fund Balance 23,002,622$ 22,977,810$ 22,977,810$ 19,784,810$ 19,784,810$ Revenue
83,713$ -$ -$ -$ -$ -$ Total Revenue 83,713$ -$ -$ -$ -$ -$ Transfers In
3,800,310$ 3,915,000$ 3,915,000$ -$ 4,032,000$ 4,032,000$ - - - - 1,575,000 1,575,000 Total Transfers In 3,800,310$ 3,915,000$ 3,915,000$ -$ 5,607,000$ 5,607,000$ Total Source of Funds 26,886,645$ 26,892,810$ 26,892,810$ 19,784,810$ 5,607,000$ 25,391,810$ 2022/23 2023/24 2023/24 2024/25 2024/25 2024/25
Total
Year-end (2) Amended (1)
Projected Projected Proposed Proposed
Actuals Budget Actuals Carryover Budget Budget
Expenses
Construction 3,001,545$ 11,186,220$ 5,907,000$ 6,340,000$ 7,218,000$ 13,558,000$ Equipment 903,030 7,372,196 1,201,000 5,124,000 784,000 5,908,000 Contingency 4,260 903,052 - 573,000 400,000 973,000 Stadium Warranty Related Construction - 1,528,202 - 1,528,000 - 1,528,000 Total Expenses 3,908,835$ 20,989,670$ 7,108,000$ 13,565,000$ 8,402,000$ 21,967,000$ Ending Fund Balance
21,449,608$ 5,903,140$ 18,256,608$ 6,219,608$ (2,795,000)$ 3,424,608$ 1,528,202 - 1,528,202 202 - 202 Total EndingFund Balance 22,977,810$ 5,903,140$ 19,784,810$ 6,219,810$ (2,795,000)$ 3,424,810$ Total Use of Funds 26,886,645$ 26,892,810$ 26,892,810$ 19,784,810$ 5,607,000$ 25,391,810$ (1) Amended Budget as of February 6, 2024.
(2) Beginning Fund Balance was adjusted to reflect actual results, which included accruals.

Santa Clara Stadium Authority
Capital Expense Budget Summary
Transfers In from Operating
Transfers In from Operating - Levi's Naming Rights
Interest
Stadium Warranty Construction Reserve
Capital Expenditure Reserve
Capital Expenditure Reserve
Stadium Warranty Construction Reserve
S TAD I U M AU T H O RI TY CAP I TAL EX P E NS E BU D GE T (C ONT .)

40 Item Type SCSA
Requested Description Cost Contingency
(5%) Total Cost
Electrical Distribution - High Voltage Assessment and Replacement - Automatic Transfer Switches (ATS) & Electrical Grids
400,000$ 20,000$ 420,000$
The project will test, inspect and assess the seven (7) stadium Automatic Transfer Switches ("ATS") and supporting electrical switchgear for the three (3) emergency grids. Assessment will inspect equipment and replace faulty equipment. The assessment will provide a report and recommendation for necessary replacement and modifications necessary to maintain full and safe electrical operation at the stadium. The project includes an allowance for any necessary replacements and / or enhancements identified during the assessment. Replacements and / or modifications are dependent upon the results of the assessment. Additionally, the project will establish a baseline for this electrical equipment and may determine the need and frequency of future test and inspection of electrical equipment.

Electrical Lighting Systems - Fixture Replacement of Major Outdoor Lighting / LED Retrofit / Sports Lighting
4,500,000 225,000 4,725,000
This project replaces the current metal halide stadium field / sport lights ("field lights") with an outdoor LED retrofit. LED field lights will dramatically reduce the carbon footprint, lower the number of mercury containing fixtures and cut energy consumption caused by the field lights by up to as much as 40%, which is one of the largest energy consuming systems in the stadium. LED field lights provide an energy efficient solution to upgrade the a product that may soon be phased out. LED lights tend to last much longer and require less maintenance than metal halide lights. The design phase for this project was initiated in FY 2023/24.

Electrical LED Retrofit Project - Phase 1 125,000 6,250 131,250 This project will replace existing fixtures that are no longer manufactured and/or inefficient lighting fixtures. Facility staff is unable to procure existing fixture parts and lamps due to new California Title 24 requirements. This project will start phasing out the existing / outdated fixtures with new energy efficient Title 24 compliance fixtures.

General Building Expansion / Waterproofing / Caulk Joint Replacements - Phase 2 1,262,500 63,125 1,325,625 This is the second phase of the traffic deck recoating with the seating bowl and concourse areas, which are currently showing signs of wear. Phase 1 completed the lower seating bowl and main concourse. The deck coating serves as a secondary waterproofing system for the occupied spaces below these areas and also protects and extends the life of the concrete. Periodic replacement and recoating of this system is necessary to maintain current waterproofing system and maintain the expected life of the structure.

General Building Painting (Structural Steel, Concrete Walls, etc.) White steel - Phase 1 250,000 12,500 262,500 This project begins to repaint the exterior structural steel of the building structure. The structural steel paint is exposed to sun, rain and other outdoor elements. This project will start the multi-year process of repainting the structural steel.

General Building Trash Compactor Replacement 330,000 16,500 346,500 This project will replace two (2) waste compactors at the stadium loading dock.

The units has reached end of life and are in need of replacement. This equipment is critical to the operation of the stadium. The project will furnish, deliver and install the new equipment.

General Building Broadcast Booth Window System Replacement 150,000 7,500 157,500 The retractable window system in the 400 Level broadcast booth opens for all events. The window system casters and rails system has reached end of life due to frequent use, weather and environmental exposure. This project will replace the wall system to provide reliability of the system and successful operations during events.

General Building Stormwater System Assessment and Replacements 200,000 10,000 210,000 The project will provide an assessment and servicing of the Levi's Stadium stormwater system. The contractor will inspect, service and replace equipment as necessary. This equipment is necessary for local and state environmental regulations.

Subtotal New CapEx Construction Costs 7,217,500$ 360,875$ 7,578,375$ Santa Clara Stadium Authority
2024/25 CapEx Budget

41 Item Type SCSA
Requested Description Cost Contingency
(5%) Total Cost
Public Safety - IT Replacement of end of life End User equipment 26,500$ 1,325$ 27,825$ x This project replaces eleven desktops that are end of life and also budgets for the replacements of eighteen monitors that are at the end of life and no longer under warranty, in case of failure. Costs include equipment, taxes, shipping, and deployment costs.

Public Safety - Fire Blackline Combustible Gas Indicators 5,000 250 5,250 x This project replaces the current Joint Hazard Assessment Team (JHAT) MultiRae Combustible Gas Indicator (CGI) that is no longer being supported by the department. This replacement enables a common operating picture with other resources in the City.

Public Safety - Fire D7 Tactical Decon Spray 700 35 735 x This project is to purchase a pack of six decontamination spray kits to be carried by the Joint Hazard Assessment Team (JHAT) and used in HazMat response.Public Safety - Fire RAID 8 Multi Agent Detection Kit 2,000 100 2,100 x This allocation funds the addition of a test kit for biological threats to be carried by the Joint Hazard Assessment Team (JHAT) and used in HazMat response.

Public Safety - Fire Fire Station 9 Storage Cabinets 3,000 150 3,150 x This allocation funds the purchase of heavy duty storage cabinets to house specialized Joint Hazard Assessment Team (JHAT) equipment at Fire Station

9. JHAT equipment is stored and maintained at the Fire Station between stadium events.

Public Safety - Police Kawasaki Mules 53,000 2,650 55,650 x This projects replaces two Kawasaki Mules (utility vehicles) purchased in 2015 that are at the end of the 10-year useful life.

IT Command Post Video Wall Upgrade 150,000 7,500 157,500 The video wall equipment in the command post is at its end of life and cannot be upgraded or enhanced. Core system has already been installed and in use in 24/7 control room. This upgrade will come with increased functionality of the stadium event command center for use by public safety entities during major events.

Security Secure Video File Sharing Software Integration 44,000 2,200 46,200 This project will allow secure video file sharing integrated into the Stadiums Video Management System (Genetec). This software provides a secure way to store, save, audit, and track the sharing of video footage captured by the stadium during all events. The software will allow the sharing of video footage captured by Body worn cameras.

Security Stadium Camera Coverage Upgrade 500,000 25,000 525,000 This project will replace old cameras installed in 2014 with updated cameras to match the infrastructure with the rest of the stadium. All originally installed cameras at are end of life, and many areas currently do not have coverage.

Subtotal New CapEx Equipment Costs 784,200$ 39,210$ 823,410$ Total New CapEx Project Costs 8,001,700$ 400,085$ 8,401,785$ Santa Clara Stadium Authority
2024/25 CapEx Budget (Cont.)

42 Item Type SCSA
Requested Description Cost Remaining
Contingency Total Cost
Electrical Lighting System - Controls System 75,000$ 3,750$ 78,750$ The current stadium lighting control system server must be replaced. The current server has reached its end of useful life and is not compatible with future software upgrades. Upgrading the lighting control system server ensures the lighting control system remains supported and operational.

Project originally approved in FY 2023/24. Technical specifications bid documents are developed, but work will carryover into FY 2024/25.

Electrical Lighting System - Field / Sport Lighting LED Retrofit 100,000 5,000 105,000 This project replaces the current metal halide stadium field / sport lights ("field lights") with an outdoor LED retrofit. LED field lights will dramatically reduce the carbon footprint, lower the number of mercury containing fixtures and cut energy consumption caused by the field lights by up to as much as 40%, which is one of the largest energy consuming systems in the stadium. LED field lights provide an energy efficient solution to upgrade the product that may soon be phased out. LED lights tend to last much longer and require less maintenance than metal halide lights. This is the design and permitting phase for this project. Project originally approved in FY 2023/24. Technical specifications bid documents are developed, but work will carryover into FY 2024/25.

General Building Aesthetic Improvements - Premium Areas / Special Event Spaces (2022/23 Carryover)
1,190,000 59,500 1,249,500
This project will renovate and refresh the premium club spaces in the stadium by replacing carpet and paint in the BNY Clubs, Fii Club, United Club, Yahoo Club and special event spaces. These club spaces are used for numerous events throughout the year. The high traffic experienced in these spaces have worn on finishes and caused the carpet to near the end of life. This project will enhance these premium spaces and ensure Levi's Stadium remains an attractive destination for any and all events.

General Building Automatic Logic Control Building Engineering System (2019/20 Carryover)
54,999 2,750 57,749
This project installs an automatic logic controller system upgrade to monitor the building's HVAC in all quadrants simultaneously. This updated system will enable graphic interface and help the system to operate more efficiently with time clock management and assisting in potential lighting control energy savings. Increased budget amount due to anticipate additional cost.

General Building Engineering Shop Enhancements 50,000 2,500 52,500 The project invests into the stadium Engineering shop by providing improvements to shop work stations and key shop facilities. It provides necessary resources for stadium Engineering staff to perform maintenance and repair activities. Work station enhancements will improve shop work and storage capabilities. The key shop enhancements provide necessary programming for inventory and key tracking capabilities. This is a FY 2023/24 carryover project.

General Building Exterior Stairwell Traffic Coating Refurbishment 50,000 2,500 52,500 The project removes and reinstalls traffic coating material on the exterior stadium emergency and exit staircases in areas where the traffic coating is compromised. The traffic coating replacement at the staircase landings will prevent trip and fall hazards, as well as protect the staircase structures from rust and corrosion. This project will extend the life of the staircases.

This project was not part of the 5-year Capex project list in previous years, but was determined that this project is necessary due to the unanticipated spalling of the traffic coating materials in specific areas on the staircases.

Project originally approved in FY 2023/24. Technical specifications bid documents are developed, but work will carryover into FY 2024/25.

General Building Field Turf Equipment - Design Phase 250,000 12,500 262,500 This project installs a field turf maintenance system, to included associated mechanical and miscellaneous equipment. The turf system extends the growing season by stimulating earlier growth in spring and continuing growth in late fall/winter. This project may reduce the number of field replacements in the future as result of impacts from Non-NFL Events. This system promotes and maintains a healthier turf. This is the design and permitting phase for this project. Project originally approved in FY 2023/24.

Technical specifications bid documents are developed, but were started in FY 2023/24 and will carryover into FY 2024/25.

Santa Clara Stadium Authority
2024/25 CapEx Budget Carryover

43 Item Type SCSA
Requested Description Cost Remaining
Contingency Total Cost
General Building Levi's Naming Rights Signage Refurbishment/Replacement (2022/23 Carryover)
2,700,000$ 135,000$ 2,835,000$
This project was originally intended to refurbish the current four (4) Levi's Naming Rights signs located above the North and South Scoreboards, west side of the suite tower, and on the east side of the grandstands ($1.2 million). However, under the First Amendment to the Naming Rights Agreement, Stadium Authority agreed to replace the signage so this project was carried forward and increased to $2.7 million cover the Stadium Authority's portion of the replacement costs.

General Building Miscellaneous (2016/17 Carryover) 100,000 5,000 105,000 This project funds general renewal and replacement of flooring, carpeting, millwork, tiles, masonry, granite counters, stainless steel panels and counters, cladding, wall acoustic panels etc. throughout the building as items reach their end of life. The project was originally approved in FY 2016/17 but was not completed.

General Building Miscellaneous (2022/23 Carryover) 100,000 5,000 105,000 This project funds renewal and replacement of general building items to include, but not limited to, architectural finishes, fixtures, coatings, equipment, etc.

General Building Overhead Doors, Motors, Sensors and Track Replacements (2022/23 Carryover)
109,000 5,450 114,450
This project will furnish and install 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 original gate was installed as part of the stadium construction to assist in the flow of pedestrian traffic at the ramp location. Stadium Operations staff have used operational procedures to substitute for the non-functional gate. However, replacing the gate will restore the original operational intent of the gate at the ramp. This project was originally approved in FY 2022/23.

General Building Project and Construction Management Firm 172,000 8,600 180,600 This budget line item is intended to be used for the four (4) Construction Management / Project Management firms selected to assist in managing various SCSA Capex projects. The fees incurred by these firms will be tracked to the various projects that are being supported and will be reported as part of the final costs for each project. Project originally approved in FY 2023/24, but was not completed.

General Building Women's Locker Room (2019/20 Carryover) 263,890 13,195 277,085 This project converts a portion of the auxiliary locker room area to accommodate a larger private space for female athletes, performers, officials, and other female event day sporting and entertainment professionals visiting or working events at Levi's Stadium. The project will include the design, permitting and construction of alterations necessary to accommodate these new designated spaces necessary to provide equal accommodations.

Plumbing Plumbing - Boilers (2023/24 Carryover) 700,000 35,000 735,000 Project addresses general renewal and replacement of necessary plumbing equipment in the stadium to include, but not limited to, replacement of piping, fittings, vents, joints, switches, cleanouts, valves, drains, traps, primers, strainers, pumps, water heaters, interceptors, filters and/or water softener systems. This is a FY 2023/24 carryover project.

Plumbing Plumbing (2020/21 Carryover) 65,500 3,275 68,775 This project addresses general renewal and replacement of necessary plumbing equipment in the stadium to include, but not limited to, replacement of Pressure Reducing Valves (PRV) and other parts on domestic and recycled water systems.

Plumbing Plumbing Fixtures 75,000 3,750 78,750 The project includes the purchase of plumbing fixtures needed to replace existing end of life components. Labor for this project will be performed by stadium Engineering staff. Components that will be purchased as part of this project include, but are not limited to, toilet, urinal and sink components. The project will start a phased replacement program of existing fixtures in stadium restrooms. This is the first of several phases to replace aging plumbing fixtures and components. This is a FY 2023/24 carryover project.
2024/25 CapEx Budget Carryover (Cont.)
Santa Clara Stadium Authority

44 Item Type SCSA
Requested Description Cost Remaining
Contingency Total Cost
Site Asphalt (2018/19 Carryover) 158,095$ 7,905$ 166,000$ The project will evaluate the current pavement status and provide asphalt overlay and/or seal coat at the visitor parking on Tasman, Gold 4 & 5 parking lots and South Access Road. Design services will be engaged to evaluate the current condition of pavement and recommend the correct application. Proper overlay and crack fill seals the pavement and prevents the infiltration of water which prevents pavement failure.

Site Concrete Replacements (2022/23 Carryover) 127,000 6,350 133,350 This project will address the concrete at the Northwest stairwell landing on the 700 Level North Plaza area. The railing at the stairwell has been compromised in the past. This project will restore the handrail and concrete at the stairwell, as well as improve the condition by strengthening the reinforcement at the stairwell railing. The project will require demolition of the existing concrete, potentially patch the waterproofing layer of the structural slab, add reinforcing steel, pour concrete, apply lymtal coating and re-install the existing handrail at the stairwell. The improved and additionally reinforced slab will improve safety and prevent future damage from carts and other equipment that are used in the nearby area.

Subtotal Carryover CapEx Construction Costs 6,340,484$ 317,025$ 6,657,509$ Audio/Visual A/V - Renewal and Replacements 75,000 3,750 78,750 This project improves Audio and Visual ("A/V") infrastructure by replacing broadcast patch panel equipment and other A/V equipment that is used by all events. Existing A/V equipment is worn and/or partially damaged due to regular wear and tear on equipment from typical use during events. The existing equipment is original to the building and is in need of replacement.

The project was originally approved in FY 2023/24. Technical specifications bid documents are developed, but work will carryover into FY 2024/25.

Audio/Visual Crestron Control & Building Operating System Upgrades - Phase 2 30,000 1,500 31,500 The project upgrades the existing Crestron Control system. This upgrade allows the stadium Engineers to utilize the Crestron system to monitor HVAC, lighting, electrical, and fire alarms. The comprehensive system shall enable these items to interface with one another for stadium Engineers to see a real time view of the building's systems. This project is phase 2 to a project that was completed in FY 2022/23 which evaluated the project and provided direction for phase 2. This is a FY 2023/24 carryover project.

Audio/Visual Radio Booth Cabling (2019/20 Carryover) 523,708 26,185 549,893 The project will install fiber optic cabling to increase the low voltage cabling backbone. This installation will accommodate the expanding requests received for booth usage during stadium events and will help the stadium keep up with emerging trends. The project will install fiber optics between multiple booths located on the 800 level suite tower location and the broadcast patch panel (Room 01.69.08) near the loading dock on the exterior south end of the stadium. Fiber design shall include TAC-12 and DT-12, or better. Design will consider new fiber termination panels in each booth. Design shall investigate and determine if additional conduit and raceway are necessary during the installation phase.

Food and Beverage CO2 Monitoring & Sensors for Code Compliance (2020/21 Carryover) 178,000 8,900 186,900 The project will design and install remote CO2 monitoring equipment utilizing the existing Automatic Logic Controller (ALC) system. The current CO2 monitoring has a local alarm three stage alarm, but is not connected to any Building Management System for remote monitoring. A recent CO2 assessment was performed that found the current monitoring system is compliant with all requirements, but the assessment recommended this remote monitoring upgrade as a best practice for safety. This project will evaluate, recommend and design a remote CO2 monitoring system for enhanced safety for stadium staff per Authorities having jurisdiction. All Beer Cooler locations and Concession Soda Box Locations shall be monitored by the remote monitoring system.

Santa Clara Stadium Authority
2024/25 CapEx Budget Carryover (Cont.)

45 Item Type SCSA
Requested Description Cost Remaining
Contingency Total Cost
Food and Beverage Main Kitchen Equipment (2016/17 Carryover) 324,000$ 16,200$ 340,200$ This project funds general renewal and replacement of kitchen service equipment in the Main Kitchen. The project will include any necessary design, permit, purchase and installation of aging kitchen equipment that is near or at the end of life. The project was originally approved in FY 2016/17 but was not completed.

Furniture, Fixtures &
Equipment
Replace Furniture for BNY Field Clubs, United, Levi's 501 & Yahoo clubs and Special Event spaces (2019/20 Carryover)
1,738,204 86,910 1,825,114
This project funds replacement furniture for clubs (BNY, United, Levi's 501 and Yahoo) and special event spaces to enhance areas and meet client expectations. These spaces are amongst the most utilized in the entire stadium. The current furniture has been in place since the building opened in 2014 and is aging due to normal wear and tear as a result of numerous events in the stadium over the last eight years.

HVAC/Mechanical Install New Kitchen Exhaust Fans Throughout the Building (2019/20 Carryover)
230,770 11,539 242,309
This project installs variable frequency drive (VFD) Units on kitchen exhaust fans for soft start (slow ramp up) capabilities. Kitchen exhaust fans currently operate 100 percent of the time. Installing VFD units will modulate the power and save energy whenever the fan is in use. Soft start extends the life of the equipment and saves energy.

Life Safety / Fire Smoke Evacuation System - Fire Smoke Curtain Replacement (2022/23 Carryover)
43,400 2,170 45,570
This project replaces an existing Elevator C6 Smoke Curtain and miscellaneous life safety / fire equipment which has been identified for replacement during preventative maintenance. The current smoke curtain experienced issues with the control box and fuses. A temporary repair was performed, but a full replacement of the smoke curtain is required. This project will remove the existing curtain and reinstall a new fire and smoke rated curtain. This project was originally approved in FY 2022/23.

Public Safety - IT Replacement of end of life Network equipment (2022/23 Carryover) 25,000 1,250 26,250 x This projects replaces network equipment. Network equipment was originally installed several years ago and is now end of life and not supported. This replacement cost includes equipment, shipping/tax and installation.

Public Safety - Police Communication Equipment - Console (2023/24 Carryover) 80,000 4,000 84,000 x This project replaces the MCC7500 Console communication equipment purchased in 2013 that is at the end of the 10-year useful life.

Public Safety - Police Fingerprinting Equipment (2023/24 Carryover) 6,526 326 6,852 x 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 obtain fingerprints as a part of the booking process at Levi’s Stadium. (Implementation hardware and services: $2500; annual support cost is $1694.04/year for five (5) years.

Public Safety - Police GPS Software for Tracking Personnel (2019/20 Carryover) 25,000 1,250 26,250 x This project funds GPS software to track personnel. Live tracking of law enforcement personnel is critical in providing an accurate picture of public safety coverage. This technology and software will allow the Command Post to know where our personnel are at all times and make necessary assignment adjustments on the go. It is desired that the software also be capable of retaining data for historical analysis. The funding of $25,000 is estimated to cover the initial purchase price for approximately 100 devices and the software. There is a monthly operating cost of $30/month each; $36,000 total annually.

Public Safety - Police Kawasaki Mules 132,500 6,625 139,125 x This projects replaces 5 Kawasaki Mules (utility vehicles) originally purchased in 2014 that are at the end of the 10-year useful life. Mules are used up to 261 hours/year with an average of approx. 96 per mule in 2022.

Santa Clara Stadium Authority
2024/25 CapEx Budget Carryover (Cont.)

46 Item Type SCSA
Requested Description Cost Remaining
Contingency Total Cost
Public Safety - Police Safety Gear for SEOs & TCs 2,200$ 110$ 2,310$ x This project funds safety gear for traffic control personnel, such as rain suits, high visibility jackets, and flashlights. Traffic control personnel are a critical element to our public safety deployment. Beyond this application, they also provide welcomed guidance and direction to visitors and our neighborhood residents. Upon directing traffic and pedestrians, our traffic control staff works amongst vehicles in all types of weather for extended periods of time. Rain suits would afford this staff the ability to effectively and safely work in these conditions while remaining dry. High visibility jackets will increase our staff’s visual recognition increasing their personal safety while performing their duties around vehicles. Flashlights and high visibility jackets will increase the public’s ability to notice the traffic control staff leading to overall safety of all who visit our footprint and increased recognition of direction offered by this staff.

Public Safety - Public
Works
Street Signage (2017/18 Carryover) 1,000,000 50,000 1,050,000 x This project provides funding supporting Project 1227 Changeable Message Signs (CMS) in the Transportation Section of the current CIP for the installation of permanent CMS at strategic locations on major corridors (Great America Parkway, Tasman Drive, Lafayette Street, Mission College Boulevard) in the north Bayshore area of the City. The purpose of a CMS is to provide real-time traffic wayfinding to the Convention Center, Great America Theme Park, Mission College, Levi's Stadium and hotels in the area. Two of the signs will span the full width of Great America Parkway.

A CMS can also be used to provide guidance information to motorists in case of an emergency. Bidding process is expected to commence in FY 2022/23.

Security Enhance Stadium Security Access Control (2020/21 Carryover) 235,000 11,750 246,750 This project installs card readers on manual doors to increase access control features and security. Based on operational demands, doors have been identified via staff request and event activity in order to improve operational awareness and enhance the access control abilities by automating the doors. This also increases security to areas deemed by staff to hold sensitive or high value assets. The access control enhancements include Vertx/Mercury upgrade, EvoE400/Mercury upgrade, and various doors with access control upgrade or enhancement requirements.

Security Install Stadium Camera Booths Card Readers (2019/20 Carryover) 84,000 4,200$ 88,200$ This project installs card readers for north and south camera booths to secure the spaces that enter into/from general public access areas.

Security Lobby Security Desk Enhancements (2022/23 Carryover) 22,712 1,136 23,848 The scope of this project will enhance security in a stadium lobby on major non-event days and for private events. This security checkpoint will screen everything entering into the stadium at this location. These enhancements will add electrical and data connections necessary to support security screening equipment at the point of entry. This project is necessary to maintain compliance with Department of Homeland Security Safety Act Requirements. This project was originally approved in FY 22/23.

Security Security - Electrical / Data Distribution Expansion - Security Screening Locations (2022/23 Carryover)
42,823 2,141 44,964
Department of Homeland Security requires exterior screening of all patrons entering the facility. This scope of work will add electrical and data distribution to exterior screening locations, allowing stadium security staff to utilize critical security screening technology This project aids in compliance with DHS Safety Act requirements. This project was originally approved in FY 22/23.

Santa Clara Stadium Authority
2024/25 CapEx Budget Carryover (Cont.)

47 Item Type SCSA
Requested Description Cost Remaining
Contingency Total Cost
Security Security General Allowance 325,000$ 16,250$ 341,250$ Security enhancements include, but are not limited to, Command Post video display improvements, virtualizing archivers, incident management system equipment, Security Control Desk work stations and monitors, X- Ray machines upgrades and CCTV camera display improvements. Project originally approved in FY 2023/24. Technical specifications bid documents are developed, but work will carryover into FY 2024/25.

Subtotal Carryover CapEx Equipment Costs 5,123,843$ 256,192$ 5,380,035$ Total Carryover CapEx Project Costs 11,464,327$ 573,217$ 12,037,544$ 2024/25 CapEx Budget Carryover (Cont.)
Santa Clara Stadium Authority

48 S TAD I U M AU T H O RI TY CAP I TAL EX P E NS E BU D GE T (C ONT .)

2024/25 2025/26 2026/27 2027/28 2028/29
Budget Budget Budget Budget Budget
Electrical 5,200,000$ 225,000$ 300,000$ 500,000$ 1,025,000$ General Building 7,232,389 820,000 1,050,000 800,714 2,170,000 Plumbing 840,500 600,000 35,000 70,000 115,500 Public Safety - - - - - Security - - 500,000 - - Site 285,095 - - 625,000 225,000 Subtotal CapEx Construction Costs 13,557,984$ 1,645,000$ 1,885,000$ 1,995,714$ 3,535,500$ Audio/Visual 628,708$ 870,000$ -$ -$ -$ FF&E 1,738,204 61,669 - 60,000 - Food & Beverage 502,000 - 1,200,000 1,000,000 - HVAC/Mechanical 230,770 425,000 175,000 650,000 275,000 Information Technology 150,000 - - - - Life Safety/Fire 43,400 - 225,000 150,000 110,000 Security 1,253,535 750,000 - 100,000 10,000 Public Safety Equipment 1,361,426 177,000 22,500 - 30,000 Vertical Support - - 400,000 250,000 350,000 Subtotal CapEx Equipment Costs 5,908,043$ 2,283,669$ 2,022,500$ 2,210,000$ 775,000$ Contingency (5%) 973,302 196,433 195,375 210,286 215,525 Total CapEx Project Costs(1)
20,439,329$ 4,125,102$ 4,102,875$ 4,416,000$ 4,526,025$ (1) Total CapEx Project Costs in table above do not include budget requested for Stadium Warranty Related Construction.

Santa Clara Stadium Authority
Capital Expense Plan Summary - 5 Year Forecast

49 This page is intentionally left blank

Stadium Authority Work Plan

50 S TAD I U M AU T H O RI TY W OR K PL AN

Staff is responsible for supporting the Stadium Authority Board with its contractual oversight of Levi’s® Stadium and managing the day-to-day operations of the Stadium Authority.

These general responsibilities include but are not limited to: Support for Stadium operations for Non- NFL events through the Stadium Manager, payment of debt service obligation, maintenance of a five- year capital plan, accounting and management of Stadium Authority financials, preparation of the annual financial statement and quarterly financial updates, review and recommendation of procurement requests for Board approval, implementation of the Financial Management System, community outreach, management of noise monitoring services, follow up and resolution of complaints and inquiries related to Levi’s® Stadium, execution of Stadium Builder Licenses, management of Public Records Acts requests, and reporting of Stadium Authority and Stadium Manager staff meetings.

The Work Plan summarizes the Stadium Authority’s priorities for the year based on previous Board direction and anticipated work efforts. Within the context of continuing to support ongoing Stadium Authority operations and several ongoing lawsuits, staff work efforts include the following:

Work Effort Work Plan Planned Outcome
Capital Projects  Align on timing, rationale, and costs of proposed capital projects.
 Review, track, and coordinate the
scheduling and implementation of capital
projects and corresponding procurement
requests with the Stadium Manager.
 Provide oversight of the Levi’s Naming
Rights Enhanced Signage Project to
ensure completion before December 31,
2025.
 Complete ADA compliance with multi-
year improvements to Main Lot and
Stadium building.

Ensure Stadium is maintained in
the required condition and
operated as a quality NFL and
multi-purpose public sports, public
assembly, exhibit, and
entertainment facility.

Compliance with Naming Rights
Agreement requirements.

Compliance regarding accessible
parking spaces at Stadium Main
Lot and Stadium.

Community
Room
 Return to Board to seek input on
proposed next steps, including
evaluation of the other locations
discussed in 2018. Develop
policy/guidelines for use.

Resolution of Community Room
location, policy/guidelines for use.

SCSA

SANTA CLARA STADIUM AUTHORITY
Stadium Authority Work Plan

51 Public Records
Act Requests
 Continue to streamline the Public
Records Act Request process.
 Continue to respond to records
requests in compliance with the
California Public Records Act.

Ensure public transparency while
balancing Stadium Authority
resources.

San Tomas
Aquino Creek
Trail
 By review of other venues with shallow
security perimeters and legal
documents that relate to accessing the
area, and consultation with Homeland
Security and other stakeholders,
evaluate options for keeping trail open
during events and/or providing
alternate routes if trail is closed.

Balance Creek trail access and/or
safe and/or accessible alternate
routes during NFL games and
major Non-NFL events with
Stadium-related safety and risk.

SCSA Board
Policy Manual
 Continue to create manual, beginning
with Governance and Budget policies.
 Identify areas where policies are
appropriate and propose drafts for the
Board’s approval.

Develop additional policies and
present to Board for inclusion in
manual.

SCSA Auditor
Annual Audit
Work Plan
 Review the Stadium Authority Financial
Reporting Policy with staff and external
auditors and provide feedback on best
practices.
 Provide oversight of Non-NFL Events audit
(contracted service).
 Retain consultants to perform the annual
financial audit for the Stadium Authority
(contracted service).

Promote honest, efficient,
effective and fully accountable
public agency through accurate,
independent and objective
audits.

Stadium Authority Work Plan

52 Stadium
Authority
Procurement
Policy
 Update components of the Stadium
Authority Procurement Policy.

Ensure alignment with public
procurement best practices
Stadium Builder
Licenses
 Continue to review and execute
Stadium Builder Licenses.
 Continue ongoing efforts to integrate
Stadium Builder Licenses into
Laserfiche records system.

Generate funds for debt
repayment.

Ensure effective recordkeeping for
audits and reference.

Suite and/or
General Ticket
Allocations for
NFL and Non-
NFL Events
 Develop budget and policy for ticket
allocation to suite and/or general
tickets.

City of Santa Clara can leverage
ticket allocation to maximize Non-
NFL event revenues and
operating profit.

Super Bowl LX  Provide updates to the Board and
community about the Stadium Authority
and City’s planning efforts and general
information related to Levi’s Stadium
hosting Super Bowl LX on February 8,
2026.
 Negotiate and execute agreement(s)
with the Bay Area Host Committee to
ensure responsibility of City/Stadium
Authority costs.
 Continue planning efforts and
coordination with key partners including
the Bay Area Host Committee and NFL.

Provide transparency on the
Stadium Authority and City’s
planning efforts for Super Bowl
LX.

Ensure compliance with Measure
J.

Mitigate the Stadium Authority and
City’s risks and liabilities.

Stadium Authority Work Plan

53 World Cup 2026  Provide updates to the Board and
Santa Clara community about the
Stadium Authority and City’s
obligations, planning efforts, and
general information related to Levi’s
Stadium hosting six World Cup 2026
event from June 13 – July 1, 2026.
 Negotiate and execute agreement(s)
with the Bay Area Host Committee to
assign responsibility of City/Stadium
Authority costs.
 Continue planning efforts and
coordination with key partners
including the Bay Area Host Committee
and FIFA.

Provide transparency on the
Stadium Authority and City’s
planning efforts for World Cup
2026.

Ensure compliance with Measure
J.

Mitigate the Stadium Authority and
City’s risks and liabilities.

FY2024 Annual Public Safety Budget (CONFIDENTIAL)
DRAFT
Amount Footnote
Public Safety Costs - Tenant (NFL Events) 3,505,050$ 1 Public Safety Costs - Authority (Non-NFL Events) 2,233,631$ 2 Public Safety Capital Expenditures (2024/25 Budget) 1,361,426$ 3 Amortization of 2024/25 Budgeted Public Safety Capital Expenditures 71,207$ 4 Amortization of Prior Years Public Safety Capital Expenditures included in 2024/25 Budget 222,872$ 4 Public Safety Capital Expenditure Amortization in 2024/25 Budget 294,079$ 4 Tenant's Estimated Public Safety Share 172,988$ 4 Stadium Authority's Estimated Public Safety Share 121,091$ 4 Footnotes to Schedule:
1 2
3 4
Assumes 10 home games, and that PSC above the threshold will be paid from the Discretionary Fund per Section 7.5.3 (a).

The proposed non-NFL event PSC budget is based on seven (7) events, assumed to be three (3) concerts and four (4) soccer events, for the 2024-25 fiscal year.

The Stadium Manager has received Public Safety Capital Expenditure requests from the SCSA Finance Director in December 2023 for the 2024-25 fiscal year totaling $1,361,426. This includes $1,271,226 of carryover requests for items approved in prior Capital Expenditure Plans.

Please see the 2024-25 Capital Expenditure Plan for more detail.

Public Safety Capital Expenditure amortization for the current lease year is $294,079 which includes $287,934 of amortization from prior year Capital Expenditure purchases. The Tenant's estimated Public Safety Share is $172,987 and the Stadium Authority's estimated Public Safety Share is $121,091.

DRAFT 1/31/2024
FY2024 Public Safety Capital Expenditures (CONFIDENTIAL) DRAFT
Equipment Dept Quantity Useful Life FY17/18 FY18/19 FY19/20 FY20/21 FY21/22 FY22/23 FY23/24 FY24/25 Totals Kubota (4x4 gas powered UTV ambulance) Fire 1 10 15,922 - - - - - - - 15,922 Kimtech MTD‐103 Advanced (med cart upgrade) Fire 1 10 - 8,382 - - - - - - 8,382 Kawasaki Pro-FXT LE Black Mule (1) Police 1 10 - 17,209 - - - - - - 17,209 Kawasaki Pro-FXT LE Black Mule (2) Police 1 10 - 17,209 - - - - - - 17,209 Portable Radios Police 20 5 - 50,980 - - - - - - 50,980 Public Safety Command Post Dispatch System Police, IT 1 5 - 189,931 - - - - - - 189,931 Kawasaki Pro-FXT LE Black Mule (3) Police 1 10 - - 15,738 - - - - - 15,738 EMS Equipment (Auto Pulse Automated Compressors) Fire 2 5 - - 31,101 - - - - - 31,101 EMS Equipment (ALS Lifepack Monitor) Fire 1 5 - - 30,810 - - - - - 30,810 Diesel Particulate Filter for Stadium Authority Fire Truck Fire 1 10 - - 9,392 - - - - - 9,392 APX 8500 Mobile Radio for Stadium Authority Fire Truck Fire 1 10 - - 7,150 - - - - - 7,150 LCD3-3 Chemical Warfare Detector Fire 1 10 - - 13,734 - - - - - 13,734 Up-Fitting Kawasaki Mules Police 3 10 - - 26,451 - - - - - 26,451 Stadium Vehicles (Gator & Kubota) Upfits Fire 1 10 - - - 8,832 - - - - 8,832 Storage Conex Garage for Apparatus Fire 1 10 - - - 12,416 - - - - 12,416 Stadium Personal Protective Equipment Fire 1 3 - - - 45,238 - - - - 45,238 Stadium Personal Protective Equipment - FY20 Rollover Fire 1 3 - - - - 14,886 - - - 14,886 Heavy Lift Kit Fire 1 10 - - - 51,914 - - - - 51,914 Radiation Detector Fire 1 10 - - - 17,910 - - - - 17,910 Rope Rescue Gear Kit Fire 1 10 - - - - 27,054 - - - 27,054 Motorola APX 6000 Radio/Charger/Battery Fire 1 5 - - - 4,517 - - - - 4,517 Motorola Earpieces Fire 25 5 - - - 952 - - - - 952 Battery Charging Pack for JHAT Crew Fire 1 5 - - - 72 - - - - 72 Small Cooler and Ice Pack Fire 1 5 - - - 305 - - - - 305 Mass Contamination Hydrant Nozzles Fire 4 5 - - - 1,649 - - - - 1,649 Radio Batteries 2021 Police 188 3 - - - 19,574 - - - - 19,574 Safety Gear for SEOs and TCs Police 195 2 - - - 5,892 - - - - 5,892 Motor Vehicle Barricades Police 8 10 - - - 360,892 - - - - 360,892 EOD Blankets/Water Barrier Police 1 5 - - - 13,743 - - - - 13,743 Bicycles Police 10 5 - - - 22,734 - - - - 22,734 Body Worn Cameras (BWCs) for Stadium Events Police 150 5 - - - 149,462 - - - - 149,462 Permanent Changeable Signage Public Works 1 10 - - - - - - 1,000,000 1,000,000 Portable License Plate Reader/PTZ Cameras Police 1 5 - - - - - - - - - Fencing on Tasman & Lafayette Police 1 20 - - - - - - - - - GPS Software Tracking Personnel Police 100 5 - - - - - - - 25,000 25,000 Staff Scheduling Software Police 1 5 - - 15,000 8,750 - - 16,250 - 40,000 MCI Trailer Fire 1 10 - - - - 108,307 - - - 108,307 Dispatch Monitors Police 16 5 - - - - 7,582 - - - 7,582 Radio Chargers Police 3 5 - - - - - - - - - Radios Police 18 5 - - - - - - - - - RadHalo Remote Radiation Monitors Fire 4 10 - - - - 189,729 - - - 189,729 PPE Replacement (Nomex Tops) - FY21 Fire 15 5 - - - - 5,759 - - - 5,759 PPE Replacement (Nomex Bottoms) - FY21 Fire 15 5 - - - - 3,287 - - - 3,287 Rigaku CQL 1064nm Handheld Raman Chemical Detector Fire 1 10 - - - - 50,348 - - - 50,348 Tru Defender FTX S1 WMD Chemical Detector Fire 1 10 - - - - 61,514 - - - 61,514 Vehicle Upfits for John Deere Gator Fire 1 10 - - - - 7,729 - - - 7,729 Kawasaki Mule - EOD Team Police 1 10 - - - - - - 25,000 - 25,000 Kawasaki Mule - Special Response Team Police 1 10 - - - - - - 20,000 - 20,000 Enclosed Trailer (Previusly: Onsite Conex Storage) Police 1 10 - - - - - 16,422 - - 16,422 PPE Replacement (Nomex Tops) - FY22 Fire 15 5 - - - - - 6,038 - - 6,038 PPE Replacement (Nomex Bottoms) - FY22 Fire 15 5 - - - - - 3,423 - - 3,423 Lifepak CR2 AEDs Fire 10 7 - - - - - 18,464 - - 18,464 Rope Rescue Equipment Fire 1 5 - - - - - - - - - Communication Equipment - Police Radio Hand Packs Police 125 10 - - - - - - - - - Communication Equipment - Console Police 1 10 - - - - - - - 80,000 80,000 Body Worn Cameras (BWCs) for Stadium Event Officers Police 1 5 - - - - - - - - - Replace End of Life Network Equipment 2022 IT 1 7 - - - - - - 40,000 25,000 65,000 Replace End of Life End User Equipment 2022 IT 1 5 - - - - - 9,056 - - 9,056 Observation Platforms on SAP Tower Police 1 5 - - - - - - - - - Levi's Stadium Blast Analysis Police 1 5 - - - - - 119,750 - - 119,750 Medixsafe Narcotics Safe Fire 1 5 - - - - - - 1,673 - 1,673 First Aid Medical Equipment (2022/23 Carryover) Police 11 5 - - - - - - 1,592 - 1,592 PPE Replacement (Nomex Tops) - FY23 Fire 15 5 - - - - - - 4,500 - 4,500 PPE Replacement (Nomex Bottoms) - FY23 Fire 15 5 - - - - - - 2,500 - 2,500 Lucas CPR Assist Device Fire 2 8 - - - - - - 36,750 - 36,750 Blackline Combustible Gas Indicators Fire 1 5 - - - - - - 4,183 - 4,183 Replace end of life Network equipment 2023 IT 5 7 - - - - - - 105,000 - 105,000 Replace end of life End User equipment 2023 IT 23 5 - - - - - - 25,332 - 25,332 Kawasaki Mules Police 5 10 - - - - - - - 132,500 132,500 Safety Gear for SEOs & TCs Police 195 2 - - - - - - 4,800 2,200 7,000 Radio Batteries Police 188 2 - - - - - - - - - Replace End of Life End User - FY24 IT 29 5 - - - - - - - 26,500 26,500 PPE Replacement (Nomex/Tops) - FY24 Fire 10 5 - - - - - - - - - PPE Replacement (Nomex/Bottoms) - FY24 Fire 10 5 - - - - - - - - - Blackline Combustible Gas Indicator - FY24 Fire 1 5 - - - - - - - 5,000 5,000 D7 Tactical Decon Spray Fire 6 5 - - - - - - - 700 700 RAID 8 Multi Agent Detection Kit Fire 1 5 - - - - - - - 2,000 2,000 Fire Station 9 Storage Cabinets Fire 2 20 - - - - - - - 3,000 3,000 Replacement Vehicles - Kawasaki Mule Utility Vehicles - FY24 Police 2 10 - - - - - - - 53,000 53,000 Communication Equipment - Console - FY24 Police 1 10 - - - - - - - - - Fingerprinting Equipment Police 1 6 - - - - - - - 6,526 6,526 Totals 15,922 $ 283,711 $ 149,377 $ 724,852 $ 476,195 $ 173,153$ 287,580$ 1,361,426$ 3,472,215$ DRAFT 1/31/2024
-------
FY2024 Public Safety Capital Expenditures (CONFIDENTIAL) DRAFT
Equipment In Svc Date Estimate Useful Life FY17/18 FY18/19 FY19/20 FY20/21 FY21/22 FY22/23 FY23/24 FY24/25 Totals Kubota (4x4 gas powered UTV ambulance) Apr-18 10 - 1,592 1,592 1,592 1,592 1,592 1,592 1,592 11,145 Kimtech MTD‐103 Advanced (med cart upgrade) Jun-18 10 - 699 838 838 838 838 838 838 5,728 Kawasaki Pro-FXT LE Black Mule (1) Jan-19 10 - 430 1,721 1,721 1,721 1,721 1,721 1,721 10,756 Kawasaki Pro-FXT LE Black Mule (2) Jan-19 10 - 430 1,721 1,721 1,721 1,721 1,721 1,721 10,756 Portable Radios Sep-18 5 - 5,948 10,196 10,196 10,196 10,196 4,248 - 50,980 Public Safety Command Post Dispatch System Mar-19 5 - 3,166 37,986 37,986 37,986 37,986 34,821 - 189,931 Kawasaki Pro-FXT LE Black Mule (3) Jun-19 10 - - 1,311 1,574 1,574 1,574 1,574 1,574 9,180 EMS Equipment (Auto Pulse Automated Compressors) May-19 5 - - 5,702 6,220 6,220 6,220 6,220 518 31,101 EMS Equipment (ALS Lifepack Monitor) Jun-19 5 - - 5,135 6,162 6,162 6,162 6,162 1,027 30,810 Diesel Particulate Filter for Stadium Authority Fire Truck Jul-19 10 - - 704 939 939 939 939 939 5,400 APX 8500 Mobile Radio for Stadium Authority Fire Truck Jan-20 10 - - 179 715 715 715 715 715 3,754 LCD3-3 Chemical Warfare Detector Oct-19 10 - - 687 1,373 1,373 1,373 1,373 1,373 7,554 Up-Fitting Kawasaki Mules Jul-19 10 - - 1,984 2,645 2,645 2,645 2,645 2,645 15,209 Stadium Vehicles (Gator & Kubota) Upfits Mar-21 10 - - - 74 883 883 883 883 3,606 Storage Conex Garage for Apparatus Mar-21 10 - - - 103 1,242 1,242 1,242 1,242 5,070 Stadium Personal Protective Equipment Mar-21 3 - - - 1,257 15,079 15,079 13,823 - 45,238 Stadium Personal Protective Equipment - FY20 Rollover Mar-22 3 - - - - 414 4,962 4,962 4,549 14,886 Heavy Lift Kit Oct-20 10 - - - 2,596 5,191 5,191 5,191 5,191 23,361 Radiation Detector Nov-20 10 - - - 746 1,791 1,791 1,791 1,791 7,910 Rope Rescue Gear Kit Dec-21 10 - - - - 902 2,705 2,705 2,705 9,018 Motorola APX 6000 Radio/Charger/Battery Mar-21 5 - - - 75 903 903 903 903 3,689 Motorola Earpieces Mar-21 5 - - - 16 190 190 190 190 777 Battery Charging Pack for JHAT Crew Mar-21 5 - - - 1 14 14 14 14 59 Small Cooler and Ice Pack Mar-21 5 - - - 5 61 61 61 61 249 Mass Contamination Hydrant Nozzles Mar-21 5 - - - 27 330 330 330 330 1,347 Radio Batteries 2021 Mar-21 3 - - - 544 6,525 6,525 5,981 - 19,574 Safety Gear for SEOs and TCs Mar-21 2 - - - 246 2,946 2,701 - - 5,892 Motor Vehicle Barricades Nov-20 10 - - - 15,037 36,089 36,089 36,089 36,089 159,394 EOD Blankets/Water Barrier Nov-20 5 - - - 1,145 2,749 2,749 2,749 2,749 12,140 Bicycles Mar-21 5 - - - 379 4,547 4,547 4,547 4,547 18,566 Body Worn Cameras (BWCs) for Stadium Events Oct-20 5 - - - 14,946 29,892 29,892 29,892 29,892 134,516 Permanent Changeable Signage Oct-24 Est 10 - - - - - - - 45,000 45,000 Portable License Plate Reader/PTZ Cameras N/A N/A 5 - - - - - - - - - Fencing on Tasman & Lafayette N/A N/A 20 - - - - - - - - - GPS Software Tracking Personnel Oct-24 Est 5 - - - - - - - 2,500 2,500 Staff Scheduling Software Mar-24 Est 5 - - - - - - 667 8,000 8,667 MCI Trailer Mar-22 10 - - - - 903 10,831 10,831 10,831 33,395 Dispatch Monitors Mar-22 5 - - - - 126 1,516 1,516 1,516 4,676 Radio Chargers Oct-24 Est 5 - - - - - - - - - Radios Oct-24 Est 5 - - - - - - - - - RadHalo Remote Radiation Monitors Mar-22 10 - - - - 1,581 18,973 18,973 18,973 58,500 PPE Replacement (Nomex Tops) - FY21 Mar-22 5 - - - - 96 1,152 1,152 1,152 3,551 PPE Replacement (Nomex Bottoms) - FY21 Mar-22 5 - - - - 55 657 657 657 2,027 Rigaku CQL 1064nm Handheld Raman Chemical Detector Dec-21 10 - - - - 1,678 5,035 5,035 5,035 16,783 Tru Defender FTX S1 WMD Chemical Detector Dec-21 10 - - - - 2,050 6,151 6,151 6,151 20,505 Vehicle Upfits for John Deere Gator Sep-21 10 - - - - 451 773 773 773 2,770 Kawasaki Mule - EOD Team Mar-24 Est 10 - - - - - - 208 2,500 2,708 Kawasaki Mule - Special Response Team Mar-24 Est 10 - - - - - - 167 2,000 2,167 Enclosed Trailer (Previusly: Onsite Conex Storage) Jan-24 Est 10 - - - - - - 411 1,642 2,053 PPE Replacement (Nomex Tops) - FY22 Jan-24 Est 5 - - - - - - 302 1,208 1,510 PPE Replacement (Nomex Bottoms) - FY22 Feb-24 Est 5 - - - - - - 114 685 799 Lifepak CR2 AEDs Jan-23 7 - - - - - 659 2,638 2,638 5,935 Rope Rescue Equipment N/A N/A 5 - - - - - - - - - Communication Equipment - Police Radio Hand Packs N/A N/A 10 - - - - - - - - - Communication Equipment - Console Oct-24 Est 10 - - - - - - - 4,000 4,000 Body Worn Cameras (BWCs) for Stadium Event Officers N/A N/A 5 - - - - - - - - - Replace End of Life Network Equipment 2022 Oct-24 Est 7 - - - - - - - 4,643 4,643 Replace End of Life End User Equipment 2022 Mar-24 Est 5 - - - - - - 151 1,811 1,962 Observation Platforms on SAP Tower N/A N/A 5 - - - - - - - - - Levi's Stadium Blast Analysis Mar-23 5 - - - - - 1,996 23,950 23,950 49,896 Medixsafe Narcotics Safe Mar-24 Est 5 - - - - - - 28 335 362 First Aid Medical Equipment (2022/23 Carryover) Mar-24 Est 5 - - - - - - 27 318 345 PPE Replacement (Nomex Tops) - FY23 Mar-24 Est 5 - - - - - - 75 900 975 PPE Replacement (Nomex Bottoms) - FY23 Mar-24 Est 5 - - - - - - 42 500 542 Lucas CPR Assist Device Mar-24 Est 8 - - - - - - 383 4,594 4,977 Blackline Combustible Gas Indicators Mar-24 Est 5 - - - - - - 70 837 906 Replace end of life Network equipment 2023 Mar-24 Est 7 - - - - - - 1,250 15,000 16,250 Replace end of life End User equipment 2023 Mar-24 Est 5 - - - - - - 422 5,066 5,489 Kawasaki Mules Oct-24 Est 10 - - - - - - - 6,625 6,625 Safety Gear for SEOs & TCs Oct-24 Est 2 - - - - - - - 1,750 1,750 Radio Batteries N/A N/A 2 - - - - - - - - - Replace End of Life End User - FY24 Oct-24 Est 5 - - - - - - - 2,650 2,650 PPE Replacement (Nomex/Tops) - FY24 N/A N/A 5 - - - - - - - - - PPE Replacement (Nomex/Bottoms) - FY24 N/A N/A 5 - - - - - - - - - Blackline Combustible Gas Indicator - FY24 Oct-24 Est 5 - - - - - - - 500 500 D7 Tactical Decon Spray Oct-24 Est 5 - - - - - - - 70 70 RAID 8 Multi Agent Detection Kit Oct-24 Est 5 - - - - - - - 200 200 Fire Station 9 Storage Cabinets Oct-24 Est 20 - - - - - - - 75 75 Replacement Vehicles - Kawasaki Mule Utility Vehicles - FY24 Oct-24 Est 10 - - - - - - - 2,650 2,650 Communication Equipment - Console - FY24 N/A N/A 10 - - - - - - - - - Fingerprinting Equipment Oct-24 Est 6 - - - - - - - 544 544 Totals -$ 12,264$ 69,757$ 110,881$ 190,372$ 237,282$ 251,915$ 294,079$ 1,166,550$ Events with tickets sold or available for sale > 20k FY17/18 FY18/19 FY19/20 FY20/21 FY21/22 FY22/23 FY23/24 FY24/25 Totals NFL (StadCo) Events 10 10 12 12 10 12 12 10 88
SCSA Events 10 9 5 5 0 7 7 7 50
Total Events 20 19 17 17 10 19 19 17 138
StadCo Proportion 50% 53% 71% 71% 100% 63% 63% 59% 64%
SCSA Proportion 50% 47% 29% 29% 0% 37% 37% 41% 36%
Depreciation Split FY17/18 FY18/19 FY19/20 FY20/21 FY21/22 FY22/23 FY23/24 FY24/25 Totals StadCo Depreciation - 6,455 49,240 78,269 190,372 149,862 159,104 172,988 806,290 SCSA Depreciation - 5,809 20,517 32,612 - 87,420 92,811 121,091 360,260 Totals - $ 12,264 $ 69,757 $ 110,881 $ 190,372 $ 237,282$ 251,915$ 294,079$ 1,166,550$ DRAFT 1/31/2024
-------

2024 Levi’s Stadium Events
Marketing Plan

January 31, 2024

STADIUM

DRAFT VERSION
1 Table of Contents

Levi’s Stadium Events Definitions and Profiles……………………………………………………………………………………….2

Levi’s Stadium Private Events..……………………………………………………………………………………………………………….3 Looking Back……………………………………………………………………………………………………………………………….3 Looking Forward……………………………………………………………………………………………………………………….11

Levi’s Stadium Public Events…………………………………………………………………………………………………………………14 Looking Back…………………………………………………………………………………………………………………………….14 Looking Forward……………………………………………………………………………………………………………………….16

Conclusion…………………………………………………………………………………………………………………………………………….21

DRAFT VERSION
2 Levi’s Stadium Events Definitions and Profiles

The Levi’s Stadium Events business is comprised of two overarching event categories: Public Events and Private Events.

Public Events are stadium -wide, ticketed events open to the public. The Stadium has successfully executed a variety of different events that have brought local economic impact, higher awareness, and positive brand association for Levi’s Stadium. Spanning numerous leagues, sports, and attractions, Public Events have helped establish Levi’s Stadium as an iconic venue. These high -profile events keep Levi’s Stadium in the limelight, which is a significant factor in driving the Special Events category of the Non-NFL Event business, as well as attracting other high-profile events themselves.

Private Events are private, usually non -ticketed and exclusive events, subject to the event’s nature and the client’s objectives. These events span a wide range, from weddings to corporate anniversaries, charitable fundraisers, and conferences, and make up the vast major ity of the venue’s event calendar.

The Private Events sales pipeline is driven primarily by relationships formed with local companies, as well as our reputation and established experience in hosting a variety of events, as well as the luster of hosting at a venue known for hosting such high-profile events as 49ers games, Super Bowl, COPA America, College Football National Playoff, Wrestlemania, and famous artists’ concerts. Therefore, we are not only focused on the immediate health and profit ability of our business but also on the connections we create with clients and opportunities to innovate the venue’s guest experience.

DRAFT VERSION
3 Levi’s Stadium Private Events

Looking Back

The past year has been exciting for the Levi’s Stadium Private Events team, with the joining of the public and private events teams under one umbrella. This has allowed the teams to maximize revenue opportunities with calendar management, leveraging public event hospitality suites, and creating streamlined sales and service processes throughout all Levi’s Stadium Events. The team observed another year of quick-turn events. However, clients seem to want larger and more experiential-style events, which is a hopeful sign for growth in the future. As the team reflects on the past year, there is much to celebrate, including excellent client survey res ults, increased event enhancements and add -ons, and a strong pipeline of event opportunities via new contacts.

2023 Goals

Industry Partnerships and Advertising

In 2023, the private events team invested in B2B partnerships like the Silicon Valley Business Journal and the Admin Awards. Both organizations market to major Bay Area corporations and provide opportunities for boosting brand visibility through advertising and networking events.

Silicon Valley Business Journal (SVBJ) Best Places to Work Event

In May, the private events team sponsored the Silicon Valley Business Journal’s Best Places to Work event. The sponsorship package included a full-page special focus section in the Best Places to Work publication, podium time during the event, bar sponsorship with logo recognition, and access to the attendee list for continued outreach. The list included 472 individuals representing a wide variety of Bay Area businesses.

One example of the value provided by participation in such events is a past client of the private events team we met with during the SVBJ event who elected to book another event at the stadium following our conversation. Attending and sponsoring these loca l business events are essential for the private events team to establish their reputation and continue to support the Bay Area’s “Best Places to Work.”

Admin Awards

The Levi’s Stadium Special Events team partnered with the Admin Awards as an event sponsor for both the Silicon Valley and San Francisco Admin Awards. The Admin Awards recognizes and celebrates San Francisco Bay Area administrative professionals.

DRAFT VERSION
4 The sponsorship included website and email marketing benefits, an invitation to attend Advisory Board meetings as a critical relationship-building feature, and an opportunity to present an award and sponsor recognition during the program. In addition, the sales team was provided with a list of nominees, which they used throughout the year for outreach and prospecting.

Year after year, the Admin Awards event is a valuable resource for the sales team. It provides a unique opportunity to build and foster relationships with Bay Area Administrative Professionals and the departments they support. Over 40 Bay Area companies ar e represented at the event, including some of the most significant technology and healthcare corporations, and many C-Level executives show up to support their Administrative Professionals.

Unique Venues

This year, the private events team continued its membership with Unique Venues, an online venue-sourcing platform that connects Event Planners with unique venues such as Levi’s Stadium.

As a part of the membership, the team receives an expanded online prof ile with photos, videos/360 tours, top-tier positioning in search results, two regional email marketing campaigns, and one targeted Google ad Campaign.

Since May, the team has received 28 leads from the Unique Venues website and RFP form.

Although these leads did not convert to booked events, primarily due to low budgets or issues with availability, they show a strong interest in Levi’s Stadium and provid e the team with event information that will drive future decision -making on marketing spending. In addition to the website listing, the sales team worked with the Unique Venues representative to distribute an email campaign to 4,328 event professionals. Of the emails distributed, 1,598 viewers opened the email, and 458 viewers clicked the email, a click-to-open (CTO) rate of 29%.

SFTravel

As a part of their membership with SFTravel, the private events team had the opportunity to purchase an ad in the SFTravel Meeting Planner Guide and a custom email blast sent to meeting professionals. The Meeting Planner Guide reaches over 6,000 recipients through website placement, email distribution, and social media. The custom email allows the team to connect with a new database of event professionals with an average open rate of 20.5% and a click - through rate of 5.8%

The private events team worked with SFTravel to craft a custom email featuring all Levi’s Stadium offers from a meetings and events perspective. The email was delivered to 3,458 meeting professionals. Of the emails delivered, 533 viewers opened the email, and 222 viewers clicked the email, a click-to-open rate of 41.65%. These results demonstrated the effectiveness of the email’s

DRAFT VERSION
5 messaging, showing that over 40% of the readers who opened the email decided to click on the content to learn more.

Screenshot from SFTravel Meeting Planners Guide
- viewed over 1,500 times and counting.

The ultimate goal of our marketing strategy for private events is always to convert marketing spend to booked events. However, tracking this kind of ROI can be difficult when event planners tend to have multiple touchpoints with a venue or supplier before deciding to go to contract.

Therefore, the second most crucial element is ensuring the brand is active and visible where most buyers are. Whether this be in -person at events or digitally online, the private events team continues to research new opportunities to connect with event planners and expand their reach to larger audiences.

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DRAFT VERSION
6 IMEX

The private events team returned to IMEX America this year, the largest trade show in the US for the global meetings, events, and incentive travel industry. The show took place in October in Las Vegas and hosted a new record 15,000 buyers, visitors, and exhibitors. Of the 15,000 participants, 4,000 hosted buyers participated in more than 80,000 prescheduled meetings with exhibitors.

The private events sales team attends IMEX America each year to capture a pulse on trends from industry peers and California convention and visitors bureaus (CVBs). The team met with event planners and fellow suppliers during the three -day show on the trad e show floor and at networking events. This year, the sales team partnered with Discover Santa Clara to support in - booth appointments, promoting Santa Clara as a meeting and event destination and highlighting Levi’s Stadium’s features. The private events t eam also donated a signed Nick Bosa 49ers jersey to drive excitement around the Discover Santa Clara brand and encourage more engagement at the booth.

In addition to networking and client prospecting, the sales team was able to join educational sessions and learn about current trends and what’s on the horizon for the meetings and events industry. Some of the learnings include:

● Quick-turn bookings are on the rise, meaning there is a shorter window between the date of contracting and the event date.
● There is a shorter lead time from company leadership to source event venues, creating a scramble for information and a need for turn-key experiences. ● Organization-wide events are returning, including company-wide holiday parties (events with over 1,000 + attendees)
● Clients are looking for ways to incorporate AI in events & elevate event technology. ● Event budgets were cut this year for a variety of reasons.

Connect West

On November 1 -3, 2023, qualified representatives from CVBs, hotels, event venues, and convention centers gathered at Connect West in San Francisco to meet with professional meeting planners from around the region. Connect West is a B2B conference for event professionals based in California, Nevada, Utah, Arizona, and New Mexico. This two-day conference brought together 140 attendees (70 planners & 70 suppliers). The planners were required to have active event RFPs with the primary goal of meeting with suppliers to plan future meetings & events in the Western U.S.

DRAFT VERSION
7 The Levi’s Stadium Events sales team attended 25 one-on-one appointments with event planners and joined networking and educational sessions. Of the 25 appointments, the sales team walked away with ten qualified leads or interested buyers for Levi’s Stadium, which included companies in the retail, technology, non-profit, insurance, and healthcare industries.

In addition to the contacts made, the sales team was able to take away some valuable information related to industry trends and future forecasting. A few of the key takeaways from the event included:

● There is a high demand for creating experiential events within event venues where there is an opportunity for a one-stop-shop approach to event planning. ● Event planners seek out food & beverage “wow factors” or photo-worthy event content. ● High demand for impactful experiences but tight budgets make these experiences challenging to execute.
● More meeting planners are leveraging platforms like Chat GPT for Know Before You Go/Event maps and guidelines to curate an event experience for attendees ahead of time.

Local Events

SVBJ Best Places to Work (See section above titled “Industry Partnerships and Advertising”)

Admin Awards (See section above titled “Industry Partnerships and Advertising”)

Update Event Packages and Experiences

In 2023, the private events team focused on leveraging the 49ers brand to create unique event experiences for clients and guests. The private events team classifies this category as “49ers Experiences,” and it includes everything from a photo op on the field to football “skills and drills” activities to custom messaging on the gameday video boards, custom stadium tours and creating custom 49ers jerseys for attendees or event VIPs.

Over the past year, 17 events added the turf track (field sidelines) or the entire playing field to their event contract. These events ranged from youth sporting events to corporate cocktail receptions and employee recognition events. Additionally, 12 clients added the 49ers Museum to their event as an event enhancement, meaning attendees could visit the 49ers Museum for a portion of the event, providing clients with an immersive experience of the franchise's history and its most recent home, Levi’s Stadium.

The private events team continues to focus on ways to showcase each company's brand and event vision while providing fun and immersive ways to experience the 49ers brand. Through 49ers

DRAFT VERSION
8 Experiences and gameday assets, the private events team can provide clients with custom experiences that cater to various event types and help them achieve their goals and objectives.

Client Prospecting and Industry Networking Event

The busy public event schedule gave the Special Events team a unique opportunity to host past and prospective clients at concerts and soccer games this past year. The sales team was able to leverage two concerts and two soccer games by hosting prospective clients in a hospitality suite.

These opportunities provided valuable one-on-one time with clients and a unique look into Levi’s Stadium Events on a non-NFL public event day.

The Special Events team continues to work on a model for hosting a client and industry networking event at the stadium. The team will look at opportunities to partner with local hospitality businesses and host an intimate event in the spring to bring prosp ective clients and industry partners to the stadium for an in-depth tour and educational experience.

2023 Key Wins and Strengths

Fully Staffed Sales Team and Active Pipeline

As the 2023 year closes, the private event sales team can celebrate being fully staffed and having the time and resources to prospect for future event bookings. Between attending local sales events, traveling to national events, and touchpoints with past c lients, the sales team has been busy working to fill the pipeline of future bookings for 2023 and beyond. Since the start of the year, the sales team has added 328 event opportunities to the CRM system. An event opportunity is an event inquiry (lead) with a defined date received through the RFP form on the website, via email, or on a sales call. The overall goal of the sales team is to increase the number of event opportunities and ultimately convert those opportunities into booked events. The time between receiving the event opportunity and the requested booking date can vary from 1 week to 3 years, meaning the sales team is prospecting for the current year and 1-3 years out. The sales managers must constantly communicate with the public events and footbal l operations teams to ensure calendar availability and proper communication with clients.

Although the team has received event opportunities with 12+ months of advance notice, the more common trend over the past year has been quick -turn events. A quick -turn event is an event booked within 2-3 weeks of the event date. Similar to 2022, there has been a rise in quick -turn events, which puts more pressure on the event services team and on securing third -party contracts or event enhancements requiring extra lead time. The sales team plans to focus on booking windows and securing event contracts earlier in 2024.

Consistent presence with email marketing and social media

DRAFT VERSION
9 Throughout 2023, the Private Events team has been actively promoting and selling events at Levi’s Stadium through email marketing, paid advertising, and social media. In addition to active sales outreach and attending networking events and tradeshows, the team was focused on creating engaging content for past and prospective clients through bi-monthly emails, LinkedIn Posts, and paid advertisements with local and national organizations.

The team designed and executed eight email campaigns sent to the Levi’s Stadium Events database. These campaigns aimed to educate readers on the various events hosted at Levi’s Stadium and provide consistent content to remain top -of-mind with event planner s. The campaigns promoted events such as sales kickoff meetings, summer picnics, holiday parties and celebrated holidays throughout the year. The team tracked 12 event opportunities (leads) generated from marketing campaigns, three of which went to the proposal phase.

Another primary focus was to generate and promote organic content on the Levi’s Stadium Events LinkedIn page. Over the past year, the team developed 25 posts, which resulted in 14,565 organic impressions. Since the start of 2023, the Levi’s Stadium Events LinkedIn page has added 220 out of 1,309 followers, 43% of whom reside or work in the Bay Area. LinkedIn continues to be a budget-friendly opportunity for generating content and connecting with prospective clients and industry peers.

2023 Marketing Campaign Performance

Third Party E-Blast/ Advert iseme m
Intern al E-Blast
Campaign Name Date
Sales Kickoff Even ts 1.10.23
Febru ary - Love at First Sight 2.10.23
Amin App reciati on Day (Tar geted ) 4.26.23
Summ er Dates Avail able 5.22.23
A Recommend ation fro m Uniq ue Venues 8.22.23
Holiday Parties 8.29.23
Pixels to Presence - Back to Offi ce 9.28.23
Novemb er - Thankful 11.20.23
SFTrave l Meeting Profess ionals Em ail 11.7.23
December - Happy Holid ays TBD
TOTAL
Provided by Silicon Valley Business Journal
Dedicated Email Performance Averages
Unique Open Rat e {% Opened)
Unique Click Throu gh Rate (% Clicked)
UniqueClick To Open Rate {CTOR)
Avera ge

17.71%

0.32%

1.78%
Emails
Delivered
4679
4561
871
6,606
4,328
5,773
5,835
6,606
3,458
42,717
Range s
7 .10- 25.80%

0.10-4.10%

0.10-18.20%
Emails CTOR* %Opened Clicks % Clicked
Opened
992 21.2% 98 2.1% 9.91%
1,017 22.3% 78 1.7% 7.62%
276 31.70% 31 3.60% 11.36%
1,949 29.50% 172 2.60% 8.81%
1,677 38.75% 458 10.58% 27.31%
1,980 34.30% 104 1.80% 5.25%
1,896 32.50% 140 2.40% 7.38%
2,378 36.00% 185 2.80% 7.78%
533 15.41% 222 6.42% 41.6 5%
12,699 29.73% 1,488 3.48% 11.72%

DRAFT VERSION
10 Samples from Email Marketing Campaigns
February: “Love at First Site” April: “Administrative Professionals Day”

May: “Summer Dates Available” August: “Holiday Party Checklist”

Continued Success with Client Satisfaction Scores

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STADIUM
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DRAFT VERSION
11 The private events team continues to meet and exceed client survey score goals. The 2023 goal was to achieve an average department score of 4.5+ out of 5 on the post -event client surveys.

Clients receive a survey after each event, including questions about the event sales and event service processes, catering service and food quality, audio -visual service, and the event day execution experience. The team has met and exceeded their 2023 client survey score goals as of December 2023.

Post-Event Client Survey Scores (averages):
● Event Sales: 4.8
● Event Service: 4.9
● Overall Event Experience: 4.7

Leveraging Public Events to Drive Special Event Revenue

The success of the Levi’s Stadium public event schedule and the 49ers football season offered the private events team many client prospecting opportunities. The events team hosted clients and prospects in hospitality suites during four Levi’s Stadium publi c events, including two soccer games and two concerts. In addition to the public event hospitality suites, the sales team leveraged a 49ers home game to secure event bookings. During the 49ers home game against the Pittsburgh Steelers, the sales team met w ith three clients already planning to be there. The meetings included a tour of club spaces the clients were interested in renting for private events.

One client, in particular, was considering hosting up to 1,000 attendees and wanted to see how the club spaces activate for larger groups. The team secured $758K in gross private event revenue thanks to these opportunities and strengthened client relationships for future event opportunities.

Looking Forward

Focus on Large-Scale Private Event Prospecting

The private event sales team plans to take a proactive and strategic approach to prospecting and securing large-scale private events in 2024. They plan to strengthen their relationships with Bay Area corporations to understand unique event needs and preferences. The tactics to accomplish this goal include attending local sales events a nd conferences and implementing strategic outbound sales techniques. Initiating these tactics at the start of the year will be paramount to securing preferred dates well in advance and building a strong pipeline of event opportunities.

The objective for th e sales team will be clear and transparent communication to build trusting relationships with clients. The time spent on this research and development phase will allow the larger team to curate event experiences tailored to each client and their company's preferences.

DRAFT VERSION
12 As the team embarks on this prospecting goal for 2024, the focus will be on staying ahead of industry trends, building meaningful relationships, and showcasing the stadium as the premier choice for organizations seeking a distinctive and memorable venue fo r their large-scale private events.

Develop Local Partnerships to Drive Event Opportunities

The private events team will look to local partnerships within the events and hospitality industry to combine resources and drive new business. When venues, suppliers, and destination management companies (DMCs) partner, everybody wins, including clients. The sales team looks forward to building their relationship with Discover Santa Clara and aligning on local and national shows to combine resources and amplify Santa Clara as an events destination. Additionally, the team will look at supporting the DMO with site visits and familiarization (FAM) trips, opening the stadium to clients who are looking for unique event experiences and one -of-a-kind destination offerings.

Focus on Content and Brand Awareness

As the private events team turns the page to 2024, there will be a continued focus on consistent marketing efforts and generating quality content to strengthen the Levi’s Stadium Events brand identity. Since COVID, organizational staff turnover around the Bay Area has impacted our contacts and their teams. Some clients are planning events for the first time or working within a new company with new policies. Now more than ever, the private events team will need to focus on educating the marketplace and providing tools and resources for clients to navigate the event planning process at a venue such as Levi’s Stadium. The private events team will look to deliver engaging content, helpful tools, and valuable incentives to promote bookings and provide a streamlined and stress-free experience for clients.

2023 Year-to-Date Performance Indicators (KPIs)

2023 Special Events Key Performance Indicators (KPIs)
2023 Goal YTD Variance

1. Gross Booked Revenue $5,040,000 $4,021,430 -$1,018,570

3. Client Satisfaction Scores (1-5)
Event Sales 4.5+ 4.8
Event Planning 4.5+ 4.9
Overall Event Experience 4.5+ 4.7

DRAFT VERSION
13 2024 Performance Goals

2024 Special Events Key Performance Indicators (KPIs)
2024 Goal YTD Variance

1. Gross Booked Revenue $5,040,000 $476,870 -$4,563,130

3. Client Satisfaction Scores (1-5)
Event Sales 4.5+
Event Planning 4.5+
Overall Event Experience 4.5+

DRAFT VERSION
14 Levi’s Stadium Public Events

Looking Back

Since the opening of Levi’s Stadium in 2014, the public event business has continued to bring the industry’s largest entertainment acts and sporting events to Santa Clara, delivering significant economic impact and exposure to the region. Since its opening, events at Levi’s Stadium have generated more than $2 billion in positive economic impact through 49ers games, Super Bowl 50, and other public events.

After turning in the most profitable year since its opening in 2022, Levi’s Stadium once again hosted an extensive and diverse calendar of events, resulting in one of the most profitable years in the stadium’s history. We welcomed a total of five concerts and three soccer matches spanning from May to September.

In addition to bringing in revenue via tickets, ticketing fees, food and beverage, and merchandise, Public Events also enhance the value proposition for SBL holders, who have committed more than $550M to the Santa Clara Stadium Authority. Priority ticket p resale access gives SBL Members a chance to purchase specific premium seating available for many events and shows prior to the general public.

Public Events in 2023

Due to the diligent efforts and calendaring strategy, the public events team was able to successfully produce seven full stadium events, which consisted of San Jose Earthquakes vs Los Angeles FC, Concacaf Gold Cup (Jamaica vs Saint Kitts & Nevis and Mexico vs Qatar), Taylor Swift The Eras Tour, Karol G Mañana Será Bonito Tour, Beyoncé Renaissance World Tour, and Ed Sheeran The Mathematics Tour.

The public events team pursued numerous promoters over the course of the year in order to place Levi’s Stadium at the forefront of decision -makers minds. Routing several events simultaneously can pose significant challenges, but the team capitalized on rel ationships and the ability to be nimble when adjusting scheduling conflicts in order to fill the Public Event season with seven events over the course of five months.

Profitability
In addition to securing seven unique events, the public events team was also able to maintain an elevated level of profitability for each. We tactfully evaluated each revenue -generating vertical to negotiate deal terms that most significantly impacted the overall net profit. While ensuring profitability, we also worked in tandem with promoters to agree to terms that were mutually beneficial in order to establish long - lasting relationships.

Weekday Curfew Extension

In previous years, the Stadium Manager was forced to pass on artists who could only route shows in the Bay Area during weekdays, as the music ban hindered them from playing the venue because the conditions it imposed weren’t to their liking (earlier start times, shortened setlists, etc.). The board’s action in granting curfew extension waivers proved to have an immediate impact in 2022, and continued to benefit our ability to book events in 2023. The public events team was able to capitalize on the

DRAFT VERSION
15 extension by securing two-weekday shows, Karol G Mañana Será Bonito Tour and Beyoncé Renaissance World Tour. Beyoncé’s Tour ranked as one of the most profitable events the stadium has hosted.

Diverse Line-Up

The public events team continues to proactively secure a distinct product mix in order to grow and diversify our attendee and customer database. The concerts offered in 2023 included varying music genres covering pop, R&B, hip -hop, folk-pop, soft rock, reg gaeton, and the stadium’s first -ever female Latin show. We were also able to cater to the growing Northern California soccer community by hosting San Jose Earthquakes vs the defending MLS Champions, Los Angeles FC, and two matches for the Concacaf Gold Cup (Jamaica vs Saint Kitts & Nevis and Mexico vs Qatar).

Proactive Outreach

Proactive outreach and the ability to maintain strong relationships in the live entertainment industry are imperative to a successful calendar year. In -person meetings have consistently proven to be the most impactful, as these relationships with key decis ion makers in the entertainment industry inevitably lead to more opportunities for Levi’s Stadium.

With the approval of the travel and entertainment budget, the public events team was able to secure a multitude of in -person meetings with key decision -makers to actively pitch Levi’s Stadium as an iconic venue and bring large scale events to Santa Clara.

Over the course of the fiscal year, the Public Events team secured over 30 in -person meetings with the top promoters in the industry, including AEG, AEG Presents, Copa America, Concacaf, Conmebol, Live Nation, Major League Soccer, Soccer United Marketing, Messina Touring Group, Concerts West, Feld Entertainment, and LA Galaxy.

Public Events Secured for 2024

The public events team has already successfully secured six events for 2024:

On December 20th, The San Jose Earthquakes announced they would return to Levi’s Stadium to play Los Angeles FC on May 4th.

Reigning 2x CMA Entertainer of the Year, Luke Combs will perform his “Growin’ Up and Gettin’ Old Tour” for two nights - Friday, May 17th, and Saturday, May 18th. Special guests for the Friday night shows include Cody Jinks, The Avett Brothers, Charles Wesley Godwin, Hailey Whitters, and The Wilder Blue, while the Saturday shows will feature Jordan Davis, Mitchell Tenpenny, Drew Parker, and Colby Acuff.

On December 7th, the South American Football Confederation carried out the draw for the Group Stage of CONMEBOL Copa América 2024 ™️, which will take place from June 20 to July 14 in the United States.

Based on the results of the draw, Levi’s® Stadium will host Ecuador vs. Venezuela on Saturday, June 22, and Brazil vs. Colombia on Tuesday, July 2. Brazil is a nine -time champion of CONM EBOL Copa América and will be playing at Levi’s Stadium for the first time ever.

DRAFT VERSION
16 On November 21st, The Rolling Stones announced they are going back on the road with a brand-new tour performing in cities across the U.S. and Canada, stopping in Santa Clara on July 17. Fans can expect to experience Mick, Keith, and Ronnie play their most popular hits, ranging from “Start Me Up,” “Gimme Shelter,” “Jumpin’ Jack Flash,” “Satisfaction,” and more, as well as fan favorite deep cuts and music from their new album HACKNEY DIAMONDS. The legendary rockers will be returning to the road following the success of their history -making and chart -topping studio album HACKNEY DIAMONDS, which has just received a Grammy nomination for the project’s lead single “Angry.” Showcasing a new stage and high energy that only the Stones can bring as one of the world’s most iconic artists ever, this tour will guarantee a show to remember.

Looking Forward

Continued Proactive Outreach

In order to maintain relevance in the industry and continue the success of the public event business, it is necessary to be proactive with networking and relationship-building with key decision-makers.

The public events team saw a significant impact on the in-person meetings and touch points made in 2023, and we look to carry those same practices into 2024.

Utilizing the approved travel and entertainment budget, we will meet with the top promoters in the major events business once again. These points of contact are imperative in strengthening the existing relationships. Along with continued outreach to promoters who actively conduct business at the stadium, we will also layer in outbound meetings with promoters and decision -makers who have not held events at Levi’s Stadium in the past. We are continuously evaluating new opportunities and exploring unique small, mid, and large-scale events. Expanding upon our current network will open up the opportunity for new business and additional profits.

In addition to in -person meetings, the public events team will also utilize the approved travel and entertainment budget to attend industry-related conferences. As the sports and entertainment industry evolves, it is necessary to be knowledgeable about new insights and ideas presented through conference content.

Small-to-Mid-Scale Events

The public events team proactively engages in discussions with various promoters to evaluate a wide range of small-to-mid-scale events (anywhere from 1K to 20K in anticipated attendance). We will continue to look to amplify our portfolio of ticketed events beyond large-scale concerts and sporting events by evaluating smaller opportunities as well. Potential events we have explored include food festivals, drone racing, runs, races, movie nights, and music festivals.

Ultimately, these did not come to fruition because we were unable to agree on terms that would provide a profitable outcome for the Stadium Authority, which has been clearly communicated as the highest priority by the Stadium Authority Board over the past few years. The major c hallenge for the economics of these potential events is consistently prohibitive public safety costs event organizers must contend with when considering Levi’s Stadium as a venue.

DRAFT VERSION
17 Although we were not able to produce a small -to-mid-scale event in 2023, we will continue to evaluate and explore these opportunities.

Weekday Curfew Extension

The public events team will continue to ensure that the availability of weekday curfew waivers maximizes revenue-generating opportunities as needed. Similar to previous years, numerous promoters have already contacted the stadium looking for weekday availa bility. The 2024 calendar is proving to be a demanding year for concerts and soccer matches, and weeknight availability is at an all -time premium.

We are currently working with multiple promoters on the West Coast routing for their shows, and it has been made clear that weeknight availability is critical in Levi’s Stadium being able to host a concert for their artists.

Leverage Organic Assets

The public events team will leverage Levi’s Stadium and 49ers organic assets to increase the viewership of upcoming events through a variety of outlets.

We will continue to promote public events using digital video boards during 49ers home games and non- event days. Public events are also promoted through a full slate of Levi’s Stadium and 49ers digital and social channels, including specific event pages on the levisstadium.com website, and promotion of monthly and event -specific emails to our growing database. Levi’s Stadium subscribers total 90,000 accounts. These accounts include 10,000 SBL members. We also utilize an emailable list of previous concert buyers totaling 65,000 accounts and include about 600 accounts that have expressed interest in receiving emails about Music and Entertainment at Levi’s® Stadium. In addition to email marketing initiatives, we have a total of 66,000 subscribers who opted into app push notifications for Levi’s Stadium events.

Examples of video board rotations visible to daily Tasman foot and vehicle traffic

Example of promotion of ticket sales via monthly and event-specific emails to customer database

DRAFT VERSION
18 Example of event announcements on Levi’s Stadium social platforms The Rolling Stones recently announced they are going back on the road with a brand-new tour performing in 16 cities across the U.S. and Canada, stopping in Santa Clara on July 17, 2024, at Levi's® Stadium. Fans can expect to experience Mick, Keith and Ronnie play their most popular hits, as well as fan favorite deep cuts and music from their new album HACKNEY DIAMONDS.

Purchase your tickets here or by clicking the button below.

PURCHASE NOW

DRAFT VERSION
19 Example of in-stadium event promotions

DRAFT VERSION
20 Key Performance Indicators

The number of events secured - based on our experience in previous years and having a close pulse on the industry, we feel confident the stadium manager will host a minimum of six public events.

Profitability - having hosted fourteen events over the past two years, all of which remained profitable, we will continue to negotiate deal terms that prove to have a positive net outcome.

Event mix - we aim to create a diverse product mix in order to provide a variety of entertainment experiences for the Santa Clara community. Our goal of hosting six events includes concerts of varying music genres, and soccer matches ranging from international clubs, national teams, and MLS clubs.

DRAFT VERSION
21 Conclusion

As we recap another profitable year and lay the foundation for continued success, we are confident we have outlined a marketing plan that conveys our strategic approach to attract significant private and public events. Proactive client outreach, tactical marketing plans, creativity, and cooperation will continue to produce highly profitable events for the Stadium Authority.

Board Policy Manual
Proposed
February 27, 2024

Stadium Authority Board Budget Policy

The Santa Clara Stadium Authority (Stadium Authority) has a responsibility to the Santa Clara community, its financing agencies, the Forty Niners Stadium Management Company (ManCo), and other stakeholders to manage the Stadium finances wisely and with transparency and to plan for the provision of services desired by, and in the best interest of, the public.

The Proposed Operating, Debt Service, and Capital Budget for the Stadium Authority is developed as required in the Stadium Authority Management Agreement, Section 4.6:

Annual Operating Budget. The budget provides the necessary funding to adminis ter the duties of the Stadium Authority, including:

• Funding for operating the Stadium for Non-NFL events through ManCo, • Advancement of the FY 2024/25 Work Plan;
• Payment of debt service obligations; and,
• Maintenance of a five-year capital plan.

Through the Management Agreement, ManCo is held to a Standard of Care as outlined in Section 2.9 of the Management Agreement, which states:

2.9 Standard of Care. Subject to the limitations set forth in this Agreement, the Budget, and the Stadium Lease, the Stadium Manager shall exercise prudent, commercially reasonable good faith efforts in managing and operating the Stadium in accordance with the terms hereof so as to (a) maintain the Stadium in the Required Condition and operate the Stadium as a quality NF L and multi-purpose public sports, public assembly, exhibit and entertainment facility, to a standard of quality comparable to other similar facilities (except that the parties recognize that portions of the Stadium may be in need of capital upgrades); (b) control Manager Operating Expenses, StadCo Operating Expenses and Stadium Authority Operating Expenses; and (c) maximize Operating Revenues.

This policy is designed to provide standards for financial decision-making consistent with applicable law, agreements, and debt covenants and establish parameters for directing the financial affairs of the Stadium.

This policy is meant to be dynamic and is subject to change as the needs arise or when additional information is available. All amendments will be approv ed by the Stadium Authority Board (Board) at a public meeting.

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Stadium Authority Board Budget Policy
Proposed
February 27, 2024

A. Budget Objectives:

1. Ensure proper governance and accountability as reflected in the annual budget.

2. Identify needs of the community, ManCo, and key stakeholders (such as Stadium Builder License holders/season ticket holders, fans, and event attendees).

3. Inform and communicate clearly and thoroughly to the community as a whole the Stadium Authority’s fiscal position and budget schedule/hearings to actively participate in the Stadium Board’s budget deliberations.

4. Align the budget with Stadium Authority Board priorities and duties, as proposed by ManCo, Stadium Authority staff, and/or Board members.

5. Identify and budget the resources required to perform services and accomplish policy objectives.

6. Ensure the long-term upkeep and maintenance of the Stadium.

7. Set standards to measure, monitor, and evaluate the Stadium Authority’s accomplishment of budget objectives and expenditure of appropriations:
 Quarterly Financial Reports
 Annual Budget Review and Adoption
 Annual Financial Statements

8. Focus on business process redesign in order to improve productivity and quality, flexibility, and cost-effectiveness of service delivery (e.g., streamlining, simplifying, reorganizing functions, and reallocating resources).

B. Budget Policy Statements:

1. Stadium Authority Staff will submit a structurally balanced budget (revenues will equal or exceed expenses) for Stadium Authority Board approval to cover annual debt requirements and operating and maintenance expenses. If a structural imbalance occurs, a plan will be developed and implemented to correct the imbalance.

2. Stadium Authority Executive Director will submit the annual proposed budget to the Board in compliance with the relevant provisions of the Stadium Management Agreement in late February/early March for Board review and public input and the Board will adopt the annual budget before March 31st of each year.

3. The Stadium Authority Budget will comply with all local, including Measure J, State, and Federal legal requirements.

4. The Stadium Authority Budget will provide for adequate maintenance and repair of capital assets and equipment for the Stadium:
a. An annual capital budget will be prepared and approved by the Board as part of the annual budget.
b. A five-year capital plan will be prepared and updated annually. The plan will prioritize all anticipated capital projects.

5. The Stadium Authority will maintain a budgetary control system to ensure adherence to the budget and will use a budget/encumbrance control system to ensure proper budgetary control. Budgetary appropriation control for expenditures shall be at the fund level.

6. Stadium Authority s taff will prepare quarterly reports comparing actual revenues and expenses to budgeted amounts.

SCSA

SANTA CLARA STADIUM AUTHORITY
Stadium Authority Board Budget Policy
Proposed
February 27, 2024

7. Stadium Authority staff will bring forward budget amendments for Board consideration during the year in order to address unanticipated needs, emergencies, or compliance with Stadium agreements.

8. The Stadium Authority Budget will be prepared using the accrual basis.

9. The Stadium Authority Treasurer is responsible for coordinating the overall preparation of the Stadium Authority’s budget and analyzing its content, reflective of expenses for operations of ManCo and Stadium Authority staff, debt requirements, and capital expenses.

A. Budget Development Process:

The Stadium Authority Treasurer is responsible for coordinating the overall preparation of the Stadium Authority’s budget and analyzing its content. The goal of each budget development process is that the Budget is presented to the Board and the public at one Study Session and one Public Hearing before its final approval of the annual budget. The following are key steps to the budget development process:

1. In November of each year (or before), Stadium Authority staff will meet with the ManCo and develop the annual budget development plan which includes the date that the ManCo will provide all necessary documents as required by the Stadium Lease and Stadium Management Agreement.

2. No later than 45 days prior to the start of the upcoming fiscal year, the ManCo will provide annual documents as outlined in the Stadium Agreements, wh ich will be used in the Budget Development Process.
 Stadium Operations and Management Plan (Source: Stadium Management Agreement)
 Annual Shared Expense Budget w/ Five Year Projection ( Source:

Stadium Management Agreement)
 Annual Stadium Operations Budget ( Source: Stadium Management Agreement)
 Annual Public Safety Budget (Source: Stadium Management Agreement)
 Capital Expenditure Plan with Five Year Projection (Source: Stadium Management Agreement)
 Non-NFL Event Marketing Plan ( Source: Stadium Management Agreement)

3. Stadium Authority staff will analyze ManCo’s budget submission including but not limited to the number of FTEs recommended and related personnel costs; line item recommended expenses; and strategic focus of recommended resources using various tools such as historical expense analysis, incremental increases, and base budget review.

4. Stadium Authority staff will calculate the budget for Stadium Authority General and Administrative costs (such as staff costs, consulting, audit, legal, and any reasonable and necessary expenses to uphold its support of the Board).

5. Stadium Authority staff will calculate any necessary funding to be used for the Stadium Authority’s Discretionary Fund.

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SANTA CLARA STADIUM AUTHORITY
Stadium Authority Board Budget Policy
Proposed
February 27, 2024

6. Stadium Authority staff will compile a draft budget incorporating the items provided by ManCo and calculated by staff and will submit the document to the Stadium Authority Board at a Study Session or Public Hearing for review and seeking input from the public and the Board.

7. Prior to March 31st, staff will submit the proposed Annua l Stadium Authority Budget to the Board for final approval.

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SANTA CLARA STADIUM AUTHORITY

Board Policy Manual
Proposed
February 27, 2024

Stadium Authority Board Compliance and
Management Policy

This policy sets the framework for compliance of the mandates of The Santa Clara Stadium Taxpayer Protection and Economic Progress Act (Measure J), passed by the voters of the City of Santa Clara in June 2010 and the management of Levi’s ® Stadium (Stadium). Measure J was the legislation that approved the development on City-owned land of a Stadium suitable for the exhibition of professional football games and other event subjects, however, to the binding requirements set forth in Measure J to safeguard the City’s General and Enterprise Fund and protect City taxpayers. Measure J wa s enacted for the following purposes:

1. Generate New Revenue for Santa Clara

2. Create New Jobs

3. Provide Taxpayer Protections

4. Generate Community Funding

To ensure that the Stadium operates within the boundaries of Measure J and that it is managed effectively, the Stadium Authority Board (Board) established the following Board priority in January 2017:

 Ensure Compliance with Measure J and Manage Levi’s Stadium

The Board is committed to complying with the regulations of Measure J and go vernance of the Stadium Authority and its activities through the below framework:
.
 Oversight – effective management of the Stadium
 Commitment – to the citizens of Santa Clara to protect the community and safeguard the City’s General Fund
 Compliance – with Measure J and various Stadium agreements  Transparency – to provide information required for decision making  Communication – to keep the public informed of issues related to the Stadium  Adequate Resources – to maintain the necessary resources, including staffing, to effectively manage the Stadium
 Enforcement – to require that Stadium contracts and agreements are accurately followed
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Stadium Authority Board Compliance and Management Policy Proposed
February 27, 2024

 Monitoring – perform compliance and financial audits by both internal and external auditors
 Corrective Action – audit report of all findings which will require a written response to any non-compliant finding

Board decisions must be aligned to the voter approved Measure J legislation and evaluation of this initiative must be reviewed against the purpose for which Measure J was e stablished. The intent of the above framework is to provide transparency of conventional activities that the Stadium Authority will engage in to ensure Measure J compliance.

SCSA

SANTA CLARA STADIUM AUTHORITY