Amendment No. 1 to SBL Allocation Agreement Page 1
AMENDMENT NO. 1
TO THE SBL ALLOCATION AGREEMENT
PREAMBLE
This agreement (“Amendment No. 1”) is entered into between the Santa Clara Stadium Authority, a joint exercise of powers entity, created through Government Code Section 6500 et seq. (“Stadium Authority”) and Forty Niners SC Stadium Company LLC, a Delaware limited liability company (“StadCo”). Stadium Authority and StadCo may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”
RECITALS
A. The Parties previously entered into an agreement entitled “SBL Allocation Agreement", dated July 26, 2022 (Agreement);
B. The Parties entered into the Agreement for the purpose of specifying the Parties’ agreement on terms for up to and no more than 70 field seats (“Original 70 Field Seats”) in Levi’s Stadium, each of which shall be subject to a Stadium Builder’s License (also referred to as “Stadium Builders License”, “SBL” or “SBLs”) Agreement at the discretion of the Stadium Authority. Such field seats are located in the North endzone and South endzone of the Stadium as presented by StadCo to, and authorized by, the Stadium Authority Board, on June 21, 2022, at a publicly noticed meeting; and
C. The Parties now wish to amend the Agreement to include terms for up to and no more than an additional 24 field seats (“Additional 24 Field Seats”) in the North endzone and South endzone of Levi’s Stadium, as presented by StadCo to, and authorized by the Stadium Authority Board, on May 7, 2024, at a publicly noticed meeting. With the Additional 24 Field Seats, the Agreement will specify the Parties’ agreement on terms for up to and no more than 94 (ninety-four) field seats in Levi’s Stadium, each of which shall be subject to a Stadium Builder’s License at the discretion of the Stadium Authority.
NOW, THEREFORE, the Parties agree as follows:
AMENDMENT TERMS AND CONDITIONS
1. Section D of the Agreement, entitled “SBL Allocation Agreement” is amended to read as follows:
D. The Parties now desire to establish the terms for up to and no more than 94 field seats, which are located in the Stadium and on the Premises as defined in the Existing Stadium Lease Agreement, and that each and all of these field seats
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shall be subject to a SBL Agreement pursuant to the Parties’ rights provided in Paragraph 4.6.1 of the Existing Stadium Lease Agreement and Paragraph 13 of the Existing Stadium Operations Agreement, specifically, that:
(1) The Stadium Authority invokes said Paragraph 4.6.1 to allocate or otherwise designate the 94 (ninety-four) field seats located in the North and South endzones in the Stadium, each and all of which shall be subject to a SBL Agreement as provided in Paragraph 4.6.1 of the Existing Stadium Lease Agreement, and to be priced and sold at $17,500 per seat, and otherwise managed as other SBLs, except as further stated herein;
(2) The Stadium Authority shall not be responsible for paying the costs and expenses in any way related to any complimentary food and beverage amenities offered or provided to SBL Holders of any of these 94 field seats at Stadium Events, or any other amenities exclusively offered or provided to these SBL Holders, which are not budgeted or otherwise agreed upon by the Parties;
(3) StadCo shall be solely responsible for any design, construction, alteration, capital improvements, maintenance, repairs, replacements, removal, and deconstruction costs associated with these 94 field seats, and thus StadCo waives any right to the same under any existing agreement between the Parties, except to the extent and the foregoing costs result from the negligence or willful misconduct of the Stadium Authority;
(4) As an exception to, and otherwise a waiver of, the provisions of Paragraph 13 of the Existing Stadium Operations Agreement, StadCo agrees to extend the cutoff date to sell unencumbered tickets for the Original 70 Field Seats, which do not yet have SBL Agreements, from May 31, 2022 to July 31, 2022; and
(5) Additionally, as an exception to, and otherwise a waiver of, the provisions of Paragraph 13 of the Existing Stadium Operations Agreement, StadCo agrees to extend the cutoff date to sell unencumbered tickets for the Additional 24 Field Seats, which do not yet have SBL Agreements, from May 31, 2024 to June 30, 2024.
2. Section 2.1 of the Agreement, entitled “Annual NFL Approval of the Field Seats” is amended to read as follows:
2.1. Annual NFL Approval of the Field Seats. The Parties acknowledge that the National Football League (“NFL”) must approve, on an annual basis, the addition of the up to and no more than 94 (ninety-four) field seats, which are all the subject of this SBL Allocation Agreement (“94 Field Seats”).
3. Section 2.2 of the Agreement, entitled “Stadium Authority Approval of 70 Additional SBLs” is amended to read as follows:
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2.2. Stadium Authority Approval of 94 Additional SBLs. Pursuant to Paragraph 4.6.1 (Stadium Builder’s Licenses) of the Existing Stadium Lease Agreement, the Stadium Authority possesses the sole and exclusive right to sell, license, or otherwise transfer SBLs and similar instruments and rights with respect to any and all of the manifested seats located in the Stadium, excluding seats located in, or accessible through the Suites, and that the Stadium Authority specifically reserves the right to enter into SBL Agreements over the Term of the Stadium Lease with respect to any and all seats located in the Stadium that are not accessible through Suites. Pursuant to Paragraph 4.6.1, therefore, the Stadium Authority now invokes said Paragraph, hereby allocating or otherwise designating all 94 Field Seats described in Paragraph 2.1 above, and the same 94 Field Seats, which may be subsequently approved by the NFL over the duration of the Lease Term, as subject to a SBL Agreement at the discretion of the Stadium Authority. That form SBL Agreement is attached hereto as Exhibit A.
4. Section 2.3 of the Agreement, entitled “Pricing; SBL Management Services” is amended to read as follows:
2.3. Pricing; SBL Management Services. The Parties agree that the license fee for each SBL for each of the 94 Field Seats shall be $17,500 (Seventeen Thousand Five-Hundred Dollars), unless and until otherwise authorized by the Stadium Authority. The Parties further agree that each SBL for each of the 94 Field Seats shall otherwise be managed consistent with other SBLs as part of the SBL Management Services, specified in the Fourth Amendment to Stadium Management Agreement made and entered into as of March 18, 2014, except as further stated herein. Nothing in this SBL Allocation Agreement is intended to modify, restrict, or limit in anyway any existing right of the Stadium Authority with respect to SBLs, or to enter into a SBL Agreement with respect to any term, whatsoever.
5. Section 2.4 of the Agreement, entitled “Amenities Costs” is amended to read as follows:
2.4. Amenities Costs. StadCo agrees that it or an affiliate of StadCo shall bear sole responsibility for any and all costs and expenses for the provision of any complimentary food and beverage services offered in the 94 Field Seats at Stadium Events, or any other amenities exclusively provided to the SBL Holders of any and all of the 94 Field Seats, which are not budgeted or otherwise agreed upon by the Parties. The Parties acknowledge that a SBL Holder for any of these 94 Field Seats may be granted access to club space at the Stadium, for which any amenities may be provided, but that in any event StadCo agrees that it or its affiliate shall bear sole responsibility for the costs and expenses of any and all complimentary food and beverage services provided to the 94 Field Seat SBL Holders in such club space. Therefore, Stadium Authority will not be responsible whatsoever for paying any costs and expenses related to any complimentary food and beverage services or any other amenities exclusively provided to the
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SBL Holders of any and all of the 94 Field Seats, which are not budgeted or otherwise agreed upon by the Parties.
6. Section 3.1 of the Agreement, entitled “Annual Cutoff Date” is amended to read as follows:
3.1 Annual Cutoff Date. Paragraph 13 of the Existing Stadium Operations Agreement provides that with respect to any seats in the Stadium not subject to a binding SBL Agreement as of May 31 of any calendar year, StadCo shall have the unencumbered right to sell Tickets for such seats for the immediately following NFL Season, and that any SBL Agreement applicable to such seats entered into after May 31 of any calendar year shall be effective only for Non- NFL events, and unless the Parties otherwise agree, subsequent NFL Seasons.
For only the 2022 calendar year, the Parties mutually agree to extend, or otherwise waive, this May 31 deadline, through July 31 for each of the Original 70 Field Seats. For only the 2024 calendar year, the Parties mutually agree to extend, or otherwise waive, this May 31 deadline through June 30 for each of the Additional 24 Field Seats.
7. Section 4 of the Agreement, entitled “Capital Costs for the 70 Field Seats” is amended to read as follows:
4. Capital Costs for the 94 Field Seats. StadCo shall bear sole responsibility for any and all costs and expenses related to any design, construction, alteration, improvement, maintenance, repair, refurbishment, replacement, removal, and deconstruction of the 94 Field Seats in the Stadium, which are described at Paragraph 2.1 above. StadCo waives any right to recover or seek reimbursement from Stadium Authority for any and all such current and future capital related costs and expenses for these 94 Field Seats, and agrees that such costs and expenses shall be solely borne by StadCo, except to the extent such costs and expenses result from the negligence or willful misconduct of the Stadium Authority.
8. Section 5 of the Agreement, entitled “Indemnification” is amended to read as follows:
5. Indemnification. The Parties affirm that the 94 Field Seats have always been and shall be located in the Stadium, and therefore as part of the Premises, which is subject to the indemnification provisions of Paragraph 23.8 of the Existing Stadium Lease Agreement.
9. The Parties acknowledge and affirm that because the 94 Field Seats are temporary in nature, neither Party can guarantee that such seats will be available for the life of the Stadium. In the event the 94 Field Seats are removed for any reason, the Parties acknowledge and agree that there may not be a relocation option acceptable to the SBL holder. The Stadium Authority shall be responsible
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for any refund of the unamortized portion of the SBL due to the SBL holder in the event that any of the 94 Field Seats are removed.
10. Except as set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. In case of a conflict in the terms of the Agreement and this Amendment No. 1, the provisions of this Amendment No. 1 shall control.
The Parties acknowledge and accept the terms and conditions of this Amendment No. 1 as evidenced by the following signatures of their duly authorized representatives.
SANTA CLARA STADIUM AUTHORITY
a joint exercise of powers entity
Approved as to Form: Dated:
GLEN R. GOOGINS
Stadium Authority Counsel
JŌVAN D. GROGAN
Executive Director
Santa Clara Stadium Authority
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“STADIUM AUTHORITY
FORTY NINERS SC STADIUM COMPANY, LLC
a Delaware limited liability company
By (Signature):
Name:
Title:
Telephone: ( )
Fax: ( )
“STADCO”