Agenda packet — City Council and Authorities Concurrent, August 27, 2024 (part 9 of 11)

COUNTY OF SANTA CLARA & SANTA CLARA COUNTY FIRE
Reporting Period: (Insert reporting period)
Background: _ Client Name and participating local cities and disb'icts developed a hazard mitigation plan to reduce risk f.rom aU hazards by identifying resources, in.formation, and strategies for risk reduction. The federal Disaster Mitigation Act of 2000 requires state and local governments to develop hazard mitigation plans as a condition for federal disaster grant assistance. To prepare the plan, the participating planning partners organized resources, assessed risks from natural hazards, developed planning goals and objectives, reviewed mitigation alternatives, and developed an action plan to address probable impacts from natural hazards. By completing this process, these jurisdictions maintained compliance with the Disaster Mitigation Act, achieving eligibility for mitigation grant funding opportunities afforded under the RobertT. Stafford Act. The plan can be viewed on-line at:

INSERT LINK
Summary Overview of the Plan's Progress: The performance period for the Hazard Mitigation Plan became effective on ~ 201 7, with the final approval of the plan by FEMA. The initial performance period for this plan wiIJ be 5 years, with an anticipated update to the plan to occur before .2022.

As of thjs reporting period, the performance period for this plan is considered to be _ % complete. The Hazard Mitigation Plan has targeted _ hazard mitigation actions to be pursued during the 5-year performance period. As of the reporting period, the foHowing overall progress can be reported:
• _ out of _ actions (_ %) reported ongoing action toward completion. • _ out of _ actions (_ %) were reported as being complete. • _ out of _ actions (_%) reported no action taken.

Purpose: The purpose of this report is to provide an annual update on the implementation of the action plan identified in the Hazard Mitigation Plan. The objective is to enSU1'e that there is a continuing and responsive plarming process that will keep the Hazard Mitigation Plan dynamic and responsive to the needs and capabi.lities of the plannmg partners. This report discusses the following:
• Natural hazard events that have occurred within the last year. • Changes in risk exposure within the OA.
• Mitigation success stories.
• Review of the action plan.
• Changes in capabilities that couJ.d impact plan implementation. • Recommendations for changes/ enhancement.

The Plan Maintenance Element: The plan maintenance element, made up of planning partners and other stakehoJde1's within the ~Al reviewed and approved this progress report at its annual meeting held on --J 201_. It was determined tlu'ough the plan's development process tllat a plan maintenance element would remain in service to oversee maintenance of the plan. At a minimum, the plan maintenance element will provide technical review and oversight on the development of the annual progress Teport. It is anticipated that there will be turnover in the membership annually, which will be documented in the progress reports. For this reporting period, the Plan Maintenance element membership is as indicated in Table 1.
372 I Page Santa Clara County Operational Area Mitigation Plan 10/15/17

OFFICE OF EMERGENCY SERVICES

COUNTY OF SANTA CLARA & SANTA CLARA COUNTY FIRE
TABLE 1. PLAN MAINTENANCE ELEMENT MEMBERS
Name Title Jurisdiction/A enc
Natural Hazard Events within the OA: During the reporting period, there were _ natural hazard events in the OA that had a measurable impact on people or property. A summary of these events is as follows:
•
•
Changes in Risk Exposure in the OA: (Insert brief overview of any natural hazard event in the OA that c11anged the probability of occurrence or Tanking of risk for the hazards addressed in the hazard mitigation plan) Mitigation Success Stories: (insert brief overview of mitigation accomplishments during the reporting period)
Review of the Action Plan: Table 2 reviews the action plan, reporting the status of each action.

Reviewers of this report should refer to the Hazard Mitigation Plan for more detailed descriptions of each action and the prioritization process.

Address the following in the "status" column of the following table:
• Was any element of the action carried out during the reporting period? • If no action was completed, why?
• Is the timeline for implementation for the action still appropriate? • If the action was completed, does it need to be changed or removed from the action plan? 10/15/17 Santa Clara County Operational Area Mitigation Plan Page I 373 TABLE 2. ACTION PLAN MATRIX

OFFICE OF EMERGENCY SERVICES

COUNTY OF SANTA CLARA & SANTA CLARA COUNTY FIRE
I
Action I I St t (X Taken? (Yes Time line Priority IStatus 0 ~~s , or No '
Action #_ - _-,--_ ___ __ I[description]
Action #_ - ___ ___ __ ,[description]
Action #_ - _ _ ___ __ -l[descriptlon]
Action #_ --___ ___ __ [description]
Action #_ -_-,--_ _ ___ _ [description]
Action #_ - _____ ___ [description]
Action #_ - _-,--_ ___ __ [description]
Action #_ - _-,--___ ___ [description)
Action #_ - ________ [description]
Action #_ - _ _ ___ ___ [description]
Action #_ - ________ [description]
Action #_ - ________ [description]
Action #_ - ________ [description]
Action #_ - _____ ___ [,descrlption)
Action #_ - ___ ___ _ -l[description]
Action #_ -_-.,--______ ,[description]
Action #_ -_-,--______ ,[description]
Action #_ - ________ [description]
Action #_ - ________ [description]
Completion status legend:
./ = Project Completed
o = Action ongoing toward completion
X = No progress at this time
3741 Page Santa Clara County Operational Area Mitigation Plan 10/15/17

OFFICE OF EMERGENCY SERVICES

COUNTY OF SANTA CLARA & SANTA CLARA COUNTY FIRE
Changes That May Impact Implementation of the Plan: (Insert brief overview of any significant changes in the OA that would have a profound impact on the implementation of the plan. Specify any changes in technical, regulatory and financial capabilities identified during the plan's development) Recommendations for Changes or Enhancements: Based on the review of this report by the Plan Maintenance element, the following recommendations will be noted for future updates or revisions to the plan:
•
•
•
•
•
•
Public review notice: The contents of this report are considered to be public knowledge and have been prepared for total public disclosure. Copies of the report have been p1'Ovided to the governing boards of all planning partners and to local media outlets. The report is posted on the Santa Clara County Hazard Mitigation Plan website. Any questions or comments regarding the contents of this report should be directed to:

Insert Contact Info Here
10/15/17 Santa Clara County Operational Area Mitigation Plan Page I 375 376 I Pllge

OFFICE OF EMERGENCY SERVICES

COUNTY OF SANTA CLARA & SANTA CLARA COUNTY FIRE
ApPENDIX C: PLAN ADOPTION RESOLUTIONS FROM

PLANNING PARTNERS
Santa Clara County Operational Arell Mitigation Plan 10/15/17

OFFICE OF EMERGENCY SERVICES

COUNTY OF SANTA CLARA & SANTA CLARA COUNTY FIRE
To Be Provided When Available
10/15/17 Santa Clara County Operational Area Mitigation Plan Paee 1377

City of Santa Clara
Emergency Operations
Plan
Annex L
Hazard Mitigation Plan
Volume 2
Table of Contents

14. City of Santa Clara ...................................................................................... 14-1

14.1 Hazard Mitigation Plan Point of Contact ..................................................................... 14-1

14.2 Jurisdiction Profile ...................................................................................................... 14-1

14.3 Development Trends ................................................................................................. 14-2

14.4 Capability Assessment .............................................................................................. 14-2

14.5 Integration with Other Planning Initiatives ............................................................... 14-9

14.6 Jurisdiction-Specific Natural Hazard Event History .................................................. 14-9

14.7 Jurisdiction-Specific Vulnerabilities ........................................................................ 14-10

14.8 Hazard Risk Ranking ................................................................................................ 14-10

14.9 Status of Previous Plan Actions ............................................................................... 14-10

14.10 Hazard Mitigation Action Plan and Evaluation of Recommended Actions .......... 14-10

14.11 Additional Resources ............................................................................................... 14-15 14-1

14. CITY OF SANTA CLARA

14.1 HAZARD MITIGATION PLAN POINT OF CONTACT
Primary Point of Contact
Lisa Schoenthal, Chief Emergency Services Officer
Santa Clara Fire Department
777 Benton Street
Santa Clara, CA 95050
(408) 615-4990
[email protected]
Alternate Point of Contact
Ruben Torres, Fire Chief
Santa Clara Fire Department
777 Benton Street
Santa Clara, CA 95050
(408) 615-4900
[email protected]

14.2 JURISDICTION PROFILE
The following is a summary of key information about the jurisdiction and its history:

Date of IncorporationJuly 5, 1852
Current Population123,752 as of January 1, 2016
Population GrowthBased on the data tracked by the state Department of Finance, the City of Santa Clara has experienced a gradual rate of growth since the year 2000. The overall population has increased by 4.14 percent since 2010 and growth averaged 1.23 percent per year from 2000 to 2014. The City is an important employment center and houses approximately 122,000 jobs. The City is projected by the Association of Bay Area Governments (ABAG) in 2030 to have a resident population of 141,700 and to support 137,480 jobs.

Location and DescriptionThe City of Santa Clara encompasses 18.41 square miles, and is located 45 miles south of San Francisco and 382 miles north of Los Angeles. The City of Santa Clara is situated near to the south end of San Francisco Bay in Santa Clara County, also known as Silicon Valley in recognition of the region’s leadership in worldwide technology innovations. The City boundaries are completely urbanized, and the City is bordered by other urbanized areas, including San Jose, Cupertino and Sunnyvale. The City is developed on relatively flat terrain and drained by three seasonal creeks, San Tomas Aquino, Saratoga and Calabazas creeks, all of which empty into the southern portion of San Francisco Bay. The Guadalupe River, which also drains into the Bay, defines part of the city’s eastern boundary.

Brief HistoryBy 1850, when California became a state, Santa Clara was an established frontier settlement. In 1851, Santa Clara College, now Santa Clara University, was founded on the Mission site.

The incorporation of Santa Clara as a City followed in 1852. In 1866, the City officially established a grid street system to accommodate anticipated growth. The City of Santa Clara, “The Mission City,” has been transformed over the past century, from a small agricultural town to a major employment and community center in Silicon Valley. It is called the “Mission City” in reference to the Mission Santa Clara de Asis, which opened in 1777 as one of 21 Spanish missions established by Franciscan padres along El Camino Real in California. The central core of the City grew outward from the original downtown and the Old Santa Clara Operational Area Hazard Mitigation Plan; Volume 2—Planning Partner Annexes 14-2
Quad residential area around the University and Agnew Village - a satellite area that established a base for residential neighborhoods in north Santa Clara. Primarily an agricultural community through the mid1900s, the City of Santa Clara evolved to become a family-oriented, suburban community of comfortable neighborhoods in the post-World War II era, and as the heart of Silicon Valley in the electronics industry boom of the 1970s. In 2014, Levi’s Stadium opened in Santa Clara as the home of the San Francisco 49ers football team and a premier sports and entertainment venue that hosted Super Bowl 50.

ClimateThe City of Santa Clara’s climate is Mediterranean in nature, with mild temperatures yearround. January is on average the coolest month with an average low temperature of 42°F and an average high temperature of 58°F. July is on average the warmest month with an average low temperature of 58°F and an average high temperature of 82°F. Average annual rainfall is 14 inches, with rain concentrated in the winter months (November through March).

Governing Body FormatSanta Clara is a Charter City with a City Council - City Manager form of government, with the City Manager and City Attorney appointed by City Council. The City of Santa Clara is governed by a seven-member city council. The Police Chief and City Clerk are elected positions.

The City Manager is responsible for hiring all other City staff, preparing an annual budget, and general oversight of City operations, including the City’s utilities. The City consists of fourteen departments:

Community Development, Electric Utilities (Silicon Valley Power), Finance, Fire, Human Resources, Information Technology, Library, Parks and Recreation, Public Works, Police, Water and Sewer Utilities, City Attorney’s Office, City Clerk’s Office and the City Manager’s Office. The City also has a separate Stadium Authority and Housing Authority which are overseen by the City Council. The City has nine commissions which report to the City Council. The City Council assumes responsibility for the adoption of this plan; the City Manager will oversee its implementation.

14.3 DEVELOPMENT TRENDS
The City of Santa Clara has seen remarkable interest and activity in both commercial and residential development during 2015 and 2016, and economic forecasts anticipate this to continue at a steady level in the next few years.

Building permit valuations projected for permit activities in 2015-16 show $1.4 billion in valuation attributed to 8,000 building permits, versus $890 million in valuation attributed to 7,180 building permits in the previous fiscal year. The strength of the economy has spurred a number of new developments, in addition to advancing a number of significant private development projects that were previously approved by the City prior to the last recession.

These projects are providing construction jobs and tenant employment, leading to secondary jobs, new rental housing and home sales, and consumer and business spending. Table 14-1 summarizes development trends in the performance period since development of the previous hazard mitigation plan and expected future development trends.

14.4 CAPABILITY ASSESSMENT

14.4.1 Resources for the 2017 Planning Initiative
This sections lists the technical reports, plans, and regulatory mechanisms reviewed to provide information for inclusion in the 2017 Multi-Jurisdiction Hazard Mitigation Plan for both Volume 1 and Volume 2 (Santa Clara Annex).

14. City of Santa Clara
14-3
Table 14-1. Recent and Expected Future Development Trends Criterion Response
Has your jurisdiction annexed any land since
the development of the previous hazard
mitigation plan?
No
If yes, give the estimated area annexed and
estimated number of parcels or structures.

N/A
Is your jurisdiction expected to annex any
areas during the performance period of this
plan?
Yes
If yes, please describe land areas and
dominant uses.

Small leftover areas, generally vacant and adjacent to creeks. All are infill parcels.

If yes, who currently has permitting
authority over these areas?
County of Santa Clara.

Are any areas targeted for development or
major redevelopment in the next five years?
Yes
If yes, please briefly describe, including
whether any of the areas are in known
hazard risk areas
General Plan contains nine focus areas where significant development is anticipated, plus substantial redevelopment is expected in various employment areas, particularly in many areas north of the Caltrain tracks.

The entire City is in an area of earthquake risk, and many of the areas expected to redevelop may be subject to flooding hazards, especially in North Santa Clara.

How many building permits were issued in
your jurisdiction since the development of the
previous hazard mitigation plan?
2011 2012 2013 2014 2015
Single Family 35 49 74 42 58
Multi-Family 15 7 2 23 11
Other (commercial, mixed use, etc.) 1704 1775 1895 1965 2388 Please provide the number of permits for each
hazard area or provide a qualitative description
of where development has occurred.

Special Flood Hazard Areas: Yes, average 3-4 per year
Landslide: N/A
High Liquefaction Areas: No. According to the USGS map, the high liquefaction area is approximately 3 miles west of Guadalupe River along Northeast of City of Santa Clara boundary. The land uses are mostly open land with a small area of low and medium densities of residential, mixed use, and industrial.

Tsunami Inundation Area: N/A
Wildfire Risk Areas: N/A
Please describe the level of buildout in the
jurisdiction, based on your jurisdiction’s
buildable lands inventory. If no such inventory
exists, provide a qualitative description.

Appendix 8.12-B of the Housing Element has an inventory of underutilized sites.

Santa Clara is mostly built-out, and most development opportunity sites involve redevelopment and intensification of parcels that are currently developed.

All of the below items were additionally reviewed as part of the full capability assessment for Santa Clara.

City of Santa Clara 2010-2035 General PlanThe General Plan, including the Land Use and Safety Elements, were reviewed for information regarding goals and policies consistent with hazard mitigation for carry over as goals and objectives. The General Plan provides a comprehensive set of goals and policies for the delivery of City services as well as a long term plan for land use (Land Use Element). The Land Use Element takes into consideration hazard avoidance, such as floodplains, when establishing allowed land uses. The Land Use Element is supported by policies which require avoidance of hazardous conditions for new land development. The General Plan includes policies which address safety within other topic areas (e.g., rail safety, bicycle and pedestrian safety, etc.), policies related to public safety through the delivery of Police and Fire services, and specific safety goals and policies related to environmental issues such as avoidance of safety impacts due to flooding, hazardous materials, airport operations, seismic, geologic and soil hazards and noise. The City’s Climate Action Plan is one of the Santa Clara Operational Area Hazard Mitigation Plan; Volume 2—Planning Partner Annexes 14-4
General Plan Appendices. The Climate Action Plan identifies steps to reduce Citywide greenhouse gas emissions, which relate to avoidance of drought and severe weather events.

City of Santa Clara Municipal CodeThe Municipal Code was reviewed for the full capability assessment and for identifying opportunities for action plan integration.

Flood Damage Prevention OrdinanceThe Flood Damage Prevention Ordinance was reviewed for compliance with the National Flood Insurance Program.

Capital Improvements PlanThe Capital Improvements Plan was reviewed to identify cross-planning initiatives for inclusion as mitigation projects.

The City of Santa Clara Emergency Operations Plan (EOP)This plan was reviewed to complete the Planning Documents portion of this Annex.

Technical Reports and Information Outside resources and references used to complete the City of Santa Clara Annex are identified in Section 1.10 of this Annex.

14.4.2 Full Capability Assessment
An assessment of legal and regulatory capabilities is presented in Table 14-2. An assessment of fiscal capabilities is presented in Table 14-3. An assessment of administrative and technical capabilities is presented in Table 14-4.

Information on National Flood Insurance Program (NFIP) compliance is presented in Table 14-5. An assessment of education and outreach capabilities is presented in Table 14-6. Classifications under various community mitigation programs are presented in Table 14-7. Development and permitting capabilities are presented in Table 14-8, and the community’s adaptive capacity for the impacts of climate change is presented in Table 14-9.

Table 14-2. Legal and Regulatory Capability
Local Authority
Other Jurisdiction
Authority State Mandated
Integration
Opportunity?
Codes, Ordinances, & Requirements
Building Code Yes No Yes Yes
Comment: 2016 Building Code Adopted; Santa Clara Muni Code Title 15: Buildings and Construction Zoning Code Yes No Yes Yes
Comment: Update underway; Santa Clara Muni Code Title 18: Zoning Subdivisions Yes Yes Yes No
Comment: Updated in 2003; Santa Clara Muni Code Chapter 17.05 Subdivisions Stormwater Management Yes Yes Yes Yes
Comment: Santa Clara Muni Code 13.20 Original in 1994, Updated in May 20, 2014 by Ordinance 1925 City of Santa Clara protects stormwater quality via Municipal Regional NPDES Permit compliance activities which include: municipal operations, new and redevelopment controls, commercial/industrial facility inspections, illegal discharge/illicit connection enforcement, active construction site inspections, public education, trash load reduction, mercury and PCB reduction, and pesticide toxicity reduction programs. The City has a Long term Trash load Reduction Plan in place and is working to prepare a Green Infrastructure Plan.

Regionally, the Santa Clara Valley Urban Runoff Pollution Prevention Program is in progress of preparing a Basin Plan.

Post-Disaster Recovery No No No No
Comment: None Located
Real Estate Disclosure No No Yes No
Comment: Cal. Civ. Code §1102 et seq.

Growth Management Yes No Yes Yes
Comment: General Plan policies; no separate ordinance; Cal. Gov. Code §65300 et seq.

Site Plan Review Yes Yes Yes Yes
Comment: Conducted pursuant to the City’s Zoning Code

14. City of Santa Clara
14-5
Local Authority
Other Jurisdiction
Authority State Mandated
Integration
Opportunity?
Environmental Protection Yes Yes Yes Yes
Comment: Pursuant to General Plan, Zoning, and Building Code requirements; California Environmental Quality Act (Guideline: California Code of Regulations, Title 14, Division 6, Chapter 3, Sections 15000–15387) Flood Damage Prevention Yes Yes Yes Yes
Comment: Pursuant to Floodplain Ordinance; Santa Clara Muni Code Chapter 15.45: Prevention of Flood Damage Code Emergency Management Yes No Yes Yes
Comment: Pursuant to City Charter Chapter 2.140
Climate Change Yes Yes Yes Yes
Comment: Climate Action Plan adopted; California SB-379 Other: No No No No
Comment: None Located
Planning Documents
General Plan Yes Yes Yes Yes
Is the plan compliant with Assembly Bill 2140? Yes
City of Santa Clara General Plan, adopted in 2010 and updated regularly (most recently in November 2016) is compliant with AB 2140.

Capital Improvement Plan Yes No Yes Yes
How often is the plan updated? Annually
Comment: State mandated: City Charter Sec 1312 Capital project funds, Charter Chapter 11 of State Statutes of 2000 Floodplain or Watershed Plan Yes Yes Yes Yes
Comment: City adopted the FEMA flood damage prevention code in 1987. General Plan Safety Goals in Section 5.10.5 address floodplain and watershed protections.

Stormwater Plan Yes Yes (SCVWD) Yes Yes
Comment: Storm Drain Maser Plan prepared in Dec. 2015
Urban Water Management Plan Yes No Yes Yes
Comment: Adopted November 22, 2016
Habitat Conservation Plan No Yes No No
Comment: Santa Clara Valley Habitat Plan
Economic Development Plan Yes No No Yes
Comment: Pursuant to General Plan
Shoreline Management Plan No Yes No No
Comment: Santa Clara does not have shoreline; however, the Bay Conservation and Development Commission has jurisdiction over San Francisco Bay shoreline modifications.

Community Wildfire Protection Plan No No No No
Comment: N/A
Forest Management Plan No No No No
Comment: N/A
Climate Action Plan Yes Yes Yes Yes
Comment: Climate Action Plan was adopted in December 2013.

Comprehensive Emergency Management Plan Yes Yes Yes Yes Comment: Santa Clara County Emergency Operations Plan, City Emergency Operations Plan (EOP) Threat & Hazard Identification & Risk
Assessment (THIRA)
No Yes Yes No
Comment: UASI THIRA - 2016
Santa Clara Operational Area Hazard Mitigation Plan; Volume 2—Planning Partner Annexes 14-6
Local Authority
Other Jurisdiction
Authority State Mandated
Integration
Opportunity?
Post-Disaster Recovery Plan Yes Yes Yes Yes
Comment: part of EOP
Continuity of Operations Plan No No No No
Comment: N/A
Public Health Plan No Yes Yes No
Comment: County Public Health has authority
Other: No No No No
Comment: None Located
Table 14-3. Fiscal Capability
Financial Resources Accessible or Eligible to Use?
Community Development Block Grants Yes
Capital Improvements Project Funding Yes
Authority to Levy Taxes for Specific Purposes Yes, though voter approval required User Fees for Water, Sewer, Gas or Electric Service Yes Incur Debt through General Obligation Bonds No, voter approval required Incur Debt through Special Tax Bonds No, voter approval required Incur Debt through Private Activity Bonds Yes
Withhold Public Expenditures in Hazard-Prone Areas Yes
State-Sponsored Grant Programs Yes
Development Impact Fees for Homebuyers or Developers Yes, nexus study required Other working capital reserves Yes
Table 14-4. Administrative and Technical Capability
Staff/Personnel Resources Available? Department/Agency/Position Planners or engineers with knowledge of land development and land management practices Yes Com Dev/Director
Engineers or professionals trained in building or infrastructure construction practices Yes DPW, Utilities/Directors
Planners or engineers with an understanding of natural hazards No Com Dev, DPW, Utilities/Directors Staff with training in benefit/cost analysis Yes Finance/Director Surveyors Yes Land Surveyor, DPW
Personnel skilled or trained in GIS applications Yes DPW, IT, Com Dev, Utilities Scientist familiar with natural hazards in local area No NA Emergency manager Yes Fire, ESC
Grant writers Yes Fire, Police, DPW, IT, Parks and Rec

14. City of Santa Clara
14-7
Table 14-5. National Flood Insurance Program Compliance Criteria Response
What local department is responsible for floodplain management? Community Development Who is your floodplain administrator? (department/position) Director of Community Development Are any certified floodplain managers on staff in your jurisdiction? No What is the date of adoption of your flood damage prevention ordinance? 1987, revision in process Does your floodplain management program meet or exceed minimum requirements? May not currently meet minimum NFIP requirements
If exceeds, in what ways? N/A
When was the most recent Community Assistance Visit or Community Assistance Contact?
5-year Cycle Visit in 2012
Does your jurisdiction have any outstanding NFIP compliance violations that need to be addressed?
No
If so, please state what they are.

Do your flood hazard maps adequately address the flood risk within your jurisdiction? Yes If no, please state why.

Does your floodplain management staff need any assistance or training to support its floodplain management program?
Yes
If so, what type of assistance/training is needed? Training on the CRS Manual Does your jurisdiction participate in the Community Rating System (CRS)? Yes If yes, is your jurisdiction interested in improving CRS Classification? Yes (currently class 8) Is your jurisdiction interested in joining the CRS program? N/A How many flood insurance policies are in force in your jurisdiction? 955a What is the insurance in force? $279,319,600 a
What is the premium in force? $735,904 a
How many total loss claims have been filed in your jurisdiction? 29 a How many claims were closed without payment/are still open? CWOP = 15 Still open = 0 a What were the total payments for losses? $309,753.09 a
a. According to FEMA statistics as of October 31, 2016
Table 14-6. Education and Outreach
Criteria Response
Do you have a Public Information Officer or Communications Office? Yes Do you have personnel skilled or trained in website development? Yes Do you have hazard mitigation information available on your website? Yes If yes, please briefly describe. The Fire Department has an emergency preparedness webpage that includes links to various resources.

Do you utilize social media for hazard mitigation education and outreach? Yes
If yes, please briefly describe. Twitter, Facebook and NextDoor Do you have any citizen boards or commissions that address issues related to hazard mitigation? No
Do you have any other programs already in place that could be used to communicate hazard-related information? Yes
If yes, please briefly describe. Web-based notification such as Enotify and Nixle Do you have any established warning systems for hazard events? Yes If yes, please briefly describe. Countywide Alert SCC program Santa Clara Operational Area Hazard Mitigation Plan; Volume 2—Planning Partner Annexes 14-8
Table 14-7. Community Classifications
Participating? Classification Date Classified
Community Rating System Yes 8 5/1/2002
Building Code Effectiveness Grading Schedule No 99 N/A
Public Protection Yes 2 2015
Storm Ready No N/A N/A
Firewise No N/A N/A
Table 14-8. Development and Permitting Capability
Criterion Response
Does your jurisdiction issue development permits? Yes
If no, who does? If yes, which department? Community Development Does your jurisdiction have the ability to track permits by hazard area? Yes Does your jurisdiction have a buildable lands inventory? Yes Table 14-9. Adaptive Capacity for Climate Change
Adaptive Capacity Assessment Question Jurisdiction Rating Technical Capacity
Jurisdiction-level understanding of potential climate change impacts Medium Comment: None provided
Jurisdiction-level monitoring of climate change impacts Medium Comment: Sea level rise is expected to have minimal impacts to Santa Clara properties Technical resources to assess proposed strategies for feasibility and externalities High Comment: None provided
Jurisdiction-level capacity for development of greenhouse gas emissions inventory Medium Comment: Climate Action Plan contains a comprehensive inventory, and the update of the Climate Action Plan in the next 1-3 years will include an inventory update
Capital planning and land use decisions informed by potential climate impacts High Comment: General Plan principles, including the Climate Action Plan criteria, consider climate implications Participation in regional groups addressing climate risks Medium Comment: Staff participates in regular regional climate change meetings as time permits Implementation Capacity
Clear authority/mandate to consider climate change impacts during public decision-making processes
High
Comment: Climate Action Plan is incorporated into the General Plan and is considered as part of the decision-making process Identified strategies for greenhouse gas mitigation efforts High Comment: The Climate Action Plan (CAP) addresses statewide GHG reduction goals through 2020, and the City expects to update the CAP in the next 1 – 3 years to address the new statewide GHG reduction goals for 2030 and 2050.

Identified strategies for adaptation to impacts Medium
Comment: None provided
Champions for climate action in local government departments Medium Comment: Hiring of new sustainability manager is expected in 1-2 months. Initial multi-departmental working group convening now.

Political support for implementing climate change adaptation strategies Medium Comment: Sustainability is continually gaining additional support in the community and with the Council.

14. City of Santa Clara
14-9
Adaptive Capacity Assessment Question Jurisdiction Rating Financial resources devoted to climate change adaptation Medium Comment: None provided
Local authority over sectors likely to be negatively impacted Medium Comment: None provided
Public Capacity
Local residents knowledge of and understanding of climate risk Medium Comment: Some members are highly educated. More City outreach could contribute to overall knowledge base.

Local residents support of adaptation efforts Medium
Comment: None provided
Local residents’ capacity to adapt to climate impacts High Comment: None provided
Local economy current capacity to adapt to climate impacts High Comment: None provided
Local ecosystems capacity to adapt to climate impacts Medium Comment: None provided

14.5 INTEGRATION WITH OTHER PLANNING INITIATIVES
The following describe the jurisdiction’s process for integrating the hazard mitigation plan into local planning mechanisms.

14.5.1 Existing Integration
The following plans and programs currently integrate the goals, risk assessment and/or recommendations of the hazard mitigation plan:

General PlanConsiders land use integration, environmental impacts of development, and long-term sustainability for new development and city operations. At the time of the next update, information obtained in the update of the hazard mitigation plan will be integrated into the General Plan as appropriate.

Climate Action PlanIntegrated into the General Plan, the CAP identifies steps for the City to take in its own operations and in review/approval of new development to reduce greenhouse gas emissions. At the time of the next update, information obtained in the update of the hazard mitigation plan will be integrated into the Climate Action Plan as appropriate.

14.5.2 Opportunities for Future Integration
The following plans and programs do not currently integrate the goals, risk assessment and/or recommendations of the hazard mitigation plan, but provide an opportunity for future integration:

As the City continues to update its policies and ordinances, including but not limited to updates to the Building Code (next scheduled for adoption in 2019), the General Plan (anticipated in the next 3-8 years), Zoning Ordinance (expected in the next 1-2 years) and Climate Action Plan (expected in next 1-3 years), the City will evaluate consistency with the hazard mitigation plan and incorporate recommendations as needed.

14.6 JURISDICTION-SPECIFIC NATURAL HAZARD EVENT HISTORY Table 14-10 lists all past occurrences of natural hazards within the jurisdiction.

Santa Clara Operational Area Hazard Mitigation Plan; Volume 2—Planning Partner Annexes 14-10
Table 14-10. Natural Hazard Events
Type of Event
FEMA Disaster #
(if applicable) Date Preliminary Damage Assessment
Severe Weather - 1-8-17 $65,000
Wildfire 2465 9-23-16 $34,199
Wildfire 2766 5-22-2008 $362,378
Hurricane Evacuation 3248 9-13-2005 $988,951
Severe Weather / High Wind 1203 6-21-2001 $80,757
Earthquake 845 10-17-1989 $100,000

14.7 JURISDICTION-SPECIFIC VULNERABILITIES
Repetitive loss records are as follows:

Number of FEMA-identified Repetitive-Loss Properties: 0 Number of FEMA-identified Severe-Repetitive-Loss Properties: 0 Number of Repetitive-Loss Properties or Severe-Repetitive-Loss Properties that have been mitigated: 0 Other noted vulnerabilities include:

There are a number of older structures built before modern building codes.

14.8 HAZARD RISK RANKING
Table 14-11 presents the ranking of the hazards of concern.

Table 14-11. Hazard Risk Ranking
Rank Hazard Type Risk Rating Score (Probability x Impact) Category 1 Earthquake 54 High
2 Severe Weather 33 Medium
3 Flood 18 Medium
3 Dam and Levee Failure 18 Medium
4 Drought 9 Low
5 Landslide 0 Low
6 Wildfire 0 Low

14.9 STATUS OF PREVIOUS PLAN ACTIONS
The status of previous actions from the 2011 ABAG LHMP for the City of Santa Clara can be found in Appendix D of this volume.

14.10 HAZARD MITIGATION ACTION PLAN AND EVALUATION OF

RECOMMENDED ACTIONS
Table 14-12 lists the actions that make up the City of Santa Clara hazard mitigation action plan. Table 14-13 identifies the priority for each action. Table 14-14 summarizes the mitigation actions by hazard of concern and the six mitigation types.

14. City of Santa Clara
14-11
Table 14-12. Hazard Mitigation Action Plan Matrix
Applies to new or
existing assets
Hazards
Mitigated
Objectives
Met Lead Agency
Estimated
Cost Sources of Funding Timeline
SC-1—Where appropriate, support retrofitting, purchase, or relocation of structures in hazard-prone areas to prevent future structure damage. Give priority to properties with exposure to repetitive losses New and existing All hazards 1-9 OES/Fire and
Community
Development
High PDM, HMGP, Local
Budget (local match)
Dependent on
Funding (Shortterm)
SC-2—Continue to support the Planning Area-wide actions identified in this plan.

New and Existing All hazards 1-9 OES/Fire Low Local Budget Ongoing SC-3—Actively participate in the plan maintenance strategy identified in this plan.

New and Existing All hazards 1-9 OES/Fire Low Local Budget Ongoing SC-4—Consider participation in incentive-base programs such as Tree City and Storm ready.

New and Existing All hazards 1-9 Community
Development and
Public Works
Low Local Budget Ongoing
SC-5—Maintain good standing under the National Flood Insurance Program by implementing programs that meet or exceed the minimum NFIP requirements. Such programs include enforcing an updated, adopted flood damage prevention ordinance, participating in floodplain mapping updates, and providing public assistance and information on floodplain requirements and impacts. Continue participating in the Santa Clara County Multi-jurisdictional Program for Public Information.

New and Existing Flood 1-9 Community
Development and
Public Works
Low Local Budget Ongoing
SC-6—Integrate the Hazard Mitigation Plan into other plans, programs, or resources that dictate land use or redevelopment, such as the General Plan, Climate Action Plan, Zoning Ordinance, Building Code, etc..

New and Existing All hazards 1-9 All City Departments Low Local Budget Ongoing SC-7—Based on EOC staffing capabilities assessment, ensure that mandated training is provided to all employees in SEMS, FEMA ICS100, ICS-200, IS-700, and IS-800; and ensure that employee training records are securely maintained.

Existing All hazards 1,2,4,9 OES/Fire Low Local Budget Ongoing SC-8—Based on EOC staffing capabilities assessment, ensure that mandated training is provided to employees who require advanced knowledge and application of the ICS, such as primary and alternate EOC Section Chiefs and senior field personnel, to include at least ICS-300, ICS-400, and the FEMA Professional Development Series; and ensure that employee training records are securely maintained.

Existing All hazards 1,2,4,9 All City Departments Medium Local Budget Ongoing SC-9—Based on EOC staffing capabilities assessment, ensure that all Fire and Police Department staff who may be assigned the role of incident commander at an emergency/disaster scene have received Incident Commander training; and ensure that employee training records are securely maintained.

Existing All hazards 1,2,4,9 OES, Fire and Police Medium Local Budget Ongoing SC-10—Monitor local availability of upcoming training opportunities for city staff regarding incident staffing, disaster response, and recovery.

Existing All hazards 1,2,4,9 All City Departments Medium Local Budget Ongoing SC-11—Continue to conduct EOC tabletop exercise(s) to evaluate capabilities and train employees in their assigned EOC role(s).

N/A All hazards 1,2,4,9 OES/Fire Medium Local Budget, UASI, HSGP
Long-term
SC-12—Develop and exercise a Disaster Debris Management Plan.

New Dam failure,
Earthquake,
Flood, Severe
weather
1,2,3,4,5,6,7,8 Public Works
OES/Fire
Medium Local Budget, HSGP,
UASI
Long-term
Santa Clara Operational Area Hazard Mitigation Plan; Volume 2—Planning Partner Annexes 14-12
Applies to new or
existing assets
Hazards
Mitigated
Objectives
Met Lead Agency
Estimated
Cost Sources of Funding Timeline
SC-13—Enhance public education and awareness of natural and manmade hazards in the community and public understanding of disaster preparedness, including foreign language translations.

New All hazards 1,3,4,5,8,9 OES/Fire Medium Local Budget, UASI Long-term SC-14—Develop improved capabilities to incorporate GIS technology by all departments into services provided to the public and for use during emergency/disaster incidents.

Existing Dam Failure,
Earthquake,
Flood,
1,2,3,6,9 OES/Fire Medium Local Budget, PDM Long-term
SC-15—Conduct a test of emergency communications and information systems interoperability, to establish baseline capabilities for employee call-back, communications between the EOC and incident command, and communications with the Operational Area and Mutual Aid resources.

Existing All hazards 1,5,6,9 OES/Fire Medium Local Budget, UASI, HSGP
Long-term
SC-16—Conduct a gap analysis of the Santa Clara City Emergency/Disaster preparedness and response program, to include a comprehensive review of employee training requirements and needs, plans and procedures, EOC equipment and staffing capabilities, and related analyses.

New All hazards 1-9 OES/Fire Medium Local Budget, HSGP Long-term SC-17 - Acquire a mobile Emergency Operations Center.

New All hazards 1,4,8,9 OES/Fire High Local Budget, UASI, HSGP
Long-term
SC-18—Develop unmanned aerial vehicle (UAV) capability for hazard mitigation surveys and post-disaster damage assessments; and develop policies, procedures and staff training guidelines for UAV use.

New Dam Failure,
Flood,
Earthquake,
Severe
Weather
2,4,6,8,9 OES, Fire, Police High Local Budget, PDM,
HMGP
Long-term
SC-19—Enhance Fire Department field inspection system using portable computers for engine company inspections and Fire Prevention inspections, to integrate inspections, re-inspections, invoicing, permits, CUPA and business license data.

Existing All hazards 1,2,3,6,8 Fire Low Local Budget, UASI Ongoing SC-20—Conduct seismic and functional assessment of Emergency Operations Center.

Existing All hazards 1,2,4,8,9 OES/Fire Medium Local Budget, PDM, HMGP
Ongoing
SC-21—Acquire emergency generators for the City’s critical facilities, specifically Fire Stations 5, 7, 8 and 9.

Existing All hazards 6,8,9 Public Works Low Local Budget, PDM, HMGP
Short-term
SC-22—Maintain and improve Water and Sewer Utilities as necessary to ensure systems are able to maintain their functionality in response to potential hazards such as drought, flood or earthquakes.

Existing Drought,
Flood,
Earthquake
1,2,3,4,5,6,7,8 Water and Sewer High Local Budget, PDM, HMGP
Long-term
SC-23—Integrate climate change and natural hazards planning in to current city plan revisions and future planning initiatives.

New and Existing All hazards 1-9 Community
Development
Low Local Budget, Grants Ongoing
SC-24—Develop and maintain a landscape design manual to provide general guidance and education to the public on water efficiency in landscaping and to serve as a resource for water efficient landscape design and installation in compliance with the State Water Efficiency Landscape Ordinance (as amended), including lists of recommended site appropriate native and drought-tolerant plant species.

New and Existing Drought 1-9 Community
Development
Low Local Budget, Grants Ongoing

14. City of Santa Clara
14-13
Applies to new or
existing assets
Hazards
Mitigated
Objectives
Met Lead Agency
Estimated
Cost Sources of Funding Timeline
SC-25—Continue to improve the City’s bike network in coordination with partner agencies, such as the Valley Transportation Authority.

New and Existing All hazards 3, 5, 6 Public Works and
Community
Development
Medium Local Budget, Grants Ongoing
SC-26—Hire or assign a management-level staff member as the Sustainability Manager to coordinate sustainability efforts among different departments and outside agencies.

New and Existing All hazards 1-9 OES/Fire Low Local Budget, Grants Ongoing SC-27—Continue to implement and monitor the current 2014 Climate Action Plan (CAP) and prepare a comprehensive update to the CAP to comply with state greenhouse gas reduction targets. Include adaptation strategies within the updated CAP.

New and Existing All hazards 1-9 All City Departments Medium Local Budget, Grants Ongoing SC-28—Increase situational awareness capacity in the EOC by expanding GIS resources and providing air to ground communications.

New and Existing All hazards 1, 2, 5, 6, 7, 9 OES/Fire Medium Local Budget, PDM Ongoing SC-29—Secure all critical infrastructure in the EOC, the EOC perimeter, and immediate vicinity.

New and Existing All hazards 1, 2, 3, 6, 7, 8,
9 OES/Fire and Police Medium Local Budget, PDM Long-term SC-30— Restore the original storage capacity of the Westside Water Retention Basin to hold additional storm water and reduce flooding risk by desilting the basin.

Existing Flood 1, 2, 3, 6, 7, 8 Public Works High Local Budget Short-term Santa Clara Operational Area Hazard Mitigation Plan; Volume 2—Planning Partner Annexes 14-14
Table 14-13. Mitigation Strategy Priority Schedule
Action
#
# of
Objectives
Met Benefits Costs
Do Benefits
Equal or
Exceed
Costs?
Is Project
GrantEligible?
Can Project
Be Funded
Under Existing
Programs/
Budgets?
Implementation
Prioritya
Grant
Pursuit
Prioritya
SC-1 9 High High Yes Yes No Medium High
SC-2 9 Medium Low Yes No Yes High Low
SC-3 9 Medium Low Yes Yes Yes High Medium
SC-4 9 Medium Low Yes No Yes Medium Low
SC-5 4 Medium Low Yes No Yes High Low
SC-6 9 Medium Low Yes No Yes High Low
SC-7 4 Medium Low Yes No Yes Medium Low
SC-8 4 Medium Low Yes No Yes Medium Low
SC-9 4 Medium Low Yes No Yes Medium Low
SC-10 4 Low Low Yes No Yes Low Low
SC-11 4 High Medium Yes Yes Yes High High
SC-12 8 Medium Medium Yes Yes Yes Medium Medium
SC-13 6 Medium Medium Yes Yes Yes Medium Medium
SC-14 5 Medium Medium Yes Yes Yes Medium Medium
SC-15 4 High Medium Yes Yes Yes High High
SC-16 9 Medium Medium Yes Yes Yes Medium Medium
SC-17 4 High Medium Yes Yes No Medium Medium
SC-18 5 Medium Medium Yes Yes Yes Medium Medium
SC-19 5 High Low Yes Yes Yes High High
SC-20 5 High Medium Yes Yes Yes Medium High
SC-21 3 Medium Low Yes Yes Yes High High
SC-22 9 High High Yes No Yes High Low
SC-23 9 High Low Yes Possibly Yes High Medium
SC-24 1 Medium Low Yes Possibly Yes Medium Medium
SC-25 8 Low Medium No Possibly Yes Medium Medium
SC-26 9 High Low Yes Possibly Yes High Medium
SC-27 9 High Medium Yes Possibly No Medium High
SC-28 6 Medium Medium Yes Yes No Medium Medium
SC-29 7 High Medium Yes Yes No Medium High
SC-30 6 High High Yes Possibly Yes High Low
a. See the introduction to this volume for explanation of priorities.

14. City of Santa Clara
14-15
Table 14-14. Analysis of Mitigation Actions
Action Addressing Hazard, by Mitigation Typea
Hazard
Type

1. Prevention

2. Property
Protection

3. Public
Education and
Awareness

4. Natural
Resource
Protection

5. Emergency
Services

6. Structural
Projects

7. Climate
Resilient
Dam and
Levee
Failure
SC-2, SC-3,
SC-4, SC-5,
SC-6, SC-12,
SC-14, SC-19,
SC-23
SC-1, SC-5,
SC-19, SC-21,
SC-22, SC-29
SC-2, SC-3,
SC-4, SC-5,
SC-13, SC-19,
SC-25, SC-28
SC-2, SC-4, SC-7,
SC-8, SC-9, SC-10,
SC-11, SC-15, SC-16,
SC-17, SC-18, SC-28,
SC-29
SC-29 SC-2, SC-3,
SC-4, SC-5,
SC-6, SC-12,
SC-14, SC-19,
SC-23
Drought SC-2, SC-3,
SC-6, SC-14,
SC-23, SC-27
SC-1, SC-29 SC-2, SC-3,
SC-13, SC-26,
SC-27, SC-28
SC-24,
SC-26, SC-27
SC-2, SC-7, SC-8,
SC-9, SC-10, SC-11,
SC-15, SC-16, SC-17,
SC-28, SC-29
SC-29 SC-2, SC-3,
SC-6, SC-14,
SC-23, SC-27
Earthquake SC-2, SC-3,
SC-6, SC-12,
SC-14, SC-19,
SC-23
SC-1, SC-19,
SC-20, SC-21,
SC-22, SC-29
SC-2, SC-3,
SC-13, SC-19,
SC-25
SC-2, SC-7, SC-8,
SC-9, SC-10, SC-11,
SC-15, SC-16, SC-17,
SC-18, SC-28, SC-29
SC-29 SC-2, SC-3,
SC-6, SC-12,
SC-14, SC-23
Flood SC-2, SC-3,
SC-4, SC-5,
SC-6, SC-14,
SC-19, SC-23
SC-1, SC-4,
SC-5, SC-19,
SC-21, SC-22,
SC-29
SC-2, SC-3,
SC-4, SC-5,
SC-13, SC-19,
SC-25, SC-28
SC-4, SC-5 SC-2, SC-4, SC-5,
SC-7, SC-8, SC-9,
SC-10, SC-11, SC-5,
SC-16, SC-17, SC-18,
SC-28, 2 SC-9
SC-29 SC-2, SC-3,
SC-4, SC-5,
SC-6, SC-14,
SC-19, SC-23
Severe
Weather
SC-2, SC-3,
SC-4, SC-6,
SC-12, SC-14,
SC-19, SC-23,
SC-27
SC-1, SC-19,
SC-21, SC-22,
SC-27, SC-29
SC-2, SC-3,
SC-4, SC-13,
SC-19, SC-25,
SC-26, SC-27,
SC-28
SC-4, SC-26,
SC-27
SC-2, SC-4, SC-7,
SC-8, SC-9, SC-10,
SC-11, SC-15, SC-16,
SC-17, SC-18, SC-28,
SC-29
SC-29 SC-2, SC-3,
SC-4, SC-6,
SC-12, SC-14,
SC-19, SC-23,
SC-27
a. See the introduction to this volume for explanation of mitigation types.

14.11 ADDITIONAL RESOURCES
2015 Urban Water Management Plan - http://santaclaraca.gov/home/showdocument?id=48088 1989 Loma Prieta Earthquake Damage - Seismic Study by G&E Engineering report City’s General Plan -http://www.santaclaraca.gov/government/departments/community-development/planningdivision/general-plan Climate Action Plan -http://www.santaclaraca.gov/home/showdocument?id=10170 AVE
AVE
AVE
AVE
AVE
AVE
AVE
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-737 Agenda Date: 8/27/2024

REPORT TO COUNCIL

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

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

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

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

Estimate Number: 38722
Location: 3276 San Juan Avenue
Type of Service: New Business (2005)
Description of Work: Remove existing streetlights to be replaced by AT&T and install underground wires to new streetlight.

Estimated Cost: $2,148
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Estimate Number: 39071
Location: Central Substation at Bowers Avenue and Scott Boulevard Type of Service: New Business (2005)
Description of Work: Removal of existing 750 conductors and installing new 1,100 conductor, City of Santa Clara Page 1 of 3 Printed on 8/23/2024
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24-737 Agenda Date: 8/27/2024
bushings, splice at Central Substation and several underground manholes to add additional electrical capacity for Intel.

Estimated Cost: $96,534
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Estimate Number: 38085
Location: 2900 Semiconductor Drive
Type of Service: New Business (2005)
Description of Work: Install 2 vacuum disconnect switches, pull 12kv cable, and reroute existing 12kv service into new vacuum disconnect switch.

Estimated Cost: $432,456
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Estimate Number: 39644
Location: 2330 Monroe Street
Type of Service: New Business (2005)
Description of Work: Install 2 streetlight poles, 2 luminaries, ±75' service conductor, and ±300' streetlight conductor.

Estimated Cost: $11,571
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Estimate Number: 39485
Location: 3800 Bassett Street - Pole 76A01
Type of Service: Capacity/Reliability (2006)
Description of Work: Remove and install air switch.

Estimated Cost: $18,020
Appropriation: Electric Utility Capital Fund (591) Project 2006 - Transmission and Distribution Capital Maintenance Betterments
Source of Revenue: Customer Service Charges

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

FISCAL IMPACT
The funds to support the staff time for work performed by Silicon Valley Power (SVP) and related construction materials for the work detailed in this report totaling $560,729, are included in the Fiscal City of Santa Clara Page 2 of 3 Printed on 8/23/2024
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Year 2024/25 Capital Budget, as indicated by each project appropriation. Out of the total amount, $542,709 is in New Business Estimate Work (CIP 2005) and $18,020 is in Transmission and Distribution Capital Maintenance Betterments (CIP 2006) in the Electric Utility Capital Fund. All referenced work will be performed by City SVP staff. Some work associated with encroachment permits may be performed by the Department of Public Works (DPW). DPW costs are recovered through payment of permit fees.

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

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

RECOMMENDATION

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

2. Declare and determine in accordance with Section 1310 of the City Charter that the public works located at 3276 San Juan Avenue, Central Substation at Bowers Avenue and Scott Boulevard, 2900 Semiconductor Drive, 2330 Monroe Street, and Pole 76A01 at 3800 Bassett Street are better performed by the City with its own employees based on the information set forth in this Report to Council and authorize the performance of these public works consistent with this authorization.

Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Jovan D. Grogan, City Manager
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-648 Agenda Date: 8/27/2024

REPORT TO COUNCIL

SUBJECT
Action to Approve Introduction of Ordinance Amending Chapter 2.140 (“Disaster Council”) of the City Code

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
On April 13, 1971, the City Council approved Ordinance No. 1241 amending Sections 2-90, 2-98, 2- 22 and Chapter 9 (“Disasters”) of “The Code of the City of Santa Clara, California” (SCCC), to define emergencies, emergency organization and plans, and identify Disaster Council membership, powers, and duties, as well as a legal framework which established how the City would operate during a disaster or emergency.

Prior to 1971, there had been several updates and revisions to the Disaster Council Ordinance on a multiyear interval. Since 1971, no updates to the City’s Disaster Council Ordinance have been made.

However, since 1971, there have been several major statewide and national catastrophic disasters which have precipitated the creation of several statewide and national laws, systems, frameworks, funding mechanisms and best practices for the incident management enterprise. There have also been a number of largescale and high visibility disasters and events at the regional and local level.

Additionally, the emergence of the emergency management discipline and career field with its certifications, qualifications, credentials, and guiding principles, best practices and academic foundations has continued to mature. As a result, an update and revision to the City’s Disaster Council Ordinance has been evidenced as much needed.

DISCUSSION
The proposed ordinance includes revisions to remove language that is unnecessarily reflective of civil defense era processes and procedures, to update language, processes, and procedures, as well as policies to reflect common, modern best practices, current statewide and national mandates, laws and systems, and to establish the Office of Emergency Management. In addition, the proposed ordinance formally recognizes the City’s membership in the legally formalized Santa Clara County Operational Area, in accordance with the California Governor’s Office of Emergency Services Standardized Emergency Management System. Therefore, the proposed revisions update the title of the ordinance to the “Disaster Council and Emergency Management Ordinance,” in line with common, modern best practices.

The updated ordinance also reduces existing liabilities to the City and ensures appropriate powers, authorities and indemnifications are granted to the Disaster Council and the Emergency Services Director during times of disaster or emergency, in line with common, modern best practices.

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24-648 Agenda Date: 8/27/2024
Proposed modifications to the City’s 1971 ordinance, many of which are designed to align with the State of California’s Model Emergency Ordinance, include the following:
· Formalization of the Office of Emergency Management, including staff and powers and duties of the office
· Modify the membership of the Disaster Council such that the Director of Emergency Services is the Chair, the Mayor is the Vice-Chair. And the Director has the ability to add department directors to the Disaster Council, if needed
· Reference to the Standardized Emergency Management System (SEMS) requirements under state law
· Reference to the Operational Area membership
· Additional express requirements for Disaster Service Workers · Increase the scope of punishable violations
There are no known disadvantages to adopting the ordinance.

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

FISCAL IMPACT
The changes being proposed in the ordinance provide potential reduced financial liabilities by addressing updated Disaster Service Worker (DSW) and volunteer guidance and mandates, and reducing Worker’s Compensation vulnerabilities as well as ensuring eligibility for mandated financial disaster compensation, as outlined in the Stafford Act.

COORDINATION
This ordinance has been reviewed by the City Attorney’s Office, City Manager’s Office, Finance Department and the Office of Emergency Services.

RECOMMENDATION

1. Waive First Reading and Approve Introduction of an Ordinance Amending Chapter 2.140 (“Disaster Council”) of Title 2 (“Administration and Personnel”) of “The Code of the City of Santa Clara, California”
Reviewed by: David Flamm, Emergency Services Officer
Approved by: Jovan D. Grogan, City Manager
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24-648 Agenda Date: 8/27/2024

ATTACHMENTS

1. Ordinance 1241, April 13, 1971

2. Proposed Amended Ordinance
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Ordinance/Emergency Management and Disaster Council Page 1 of 10 Rev: 09/2019
ORDINANCE NO. _____

AN ORDINANCE OF THE CITY OF SANTA CLARA,
CALIFORNIA, AMENDING CHAPTER 2.140 (“DISASTER
COUNCIL”) OF “THE CODE OF THE CITY OF SANTA
CLARA, CALIFORNIA”
BE IT ORDAINED BY THE CITY OF SANTA CLARA AS FOLLOWS:

WHEREAS, on April 13, 1971, the City Council approved Ordinance No. 1241 amending Sections 2-90, 2-98, 2-22 and Chapter 9 (“Disasters”) of “The Code of the City of Santa Clara, California” (SCCC), to define emergencies, emergency organization and plans, and identify Disaster Council membership, powers, and duties, as well as a legal framework which established how the City would operate during a disaster or emergency; WHEREAS, since 1971, no updates to the City’s Disaster Council Ordinance have been made, despite the occurrence of several major statewide and national catastrophic disasters that have precipitated the creation of several statewide and national laws, systems, frameworks, funding mechanisms and best practices for the incident management enterprise;
WHEREAS, since 1971, emergency management has emerged as a discipline with developed academic foundations for guiding principles and best practices; and WHEREAS, in order to update the procedures applicable to emergency management in the City of Santa Clara to reflect modern best practices as well as statewide and national mandates, the City Council deems it to be in the best interests of the City to amend Chapter 2.140 (currently entitled “Disaster Council”) as set forth below.

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

SECTION 1: That Chapter 2.140 (currently entitled “Disaster Council”) of Title 2 (entitled Ordinance/Emergency Management and Disaster Council Page 2 of 10 Rev: 09/2019
“Administration and Personnel”) of “The Code of the City of Santa Clara, California” (“SCCC”) is amended to read as follows:
“Chapter 2.140

EMERGENCY MANAGEMENT AND DISASTER COUNCIL
Sections:

2.140.010 Purposes.

2.140.020 Definitions.

2.140.030 Emergency organization.

2.140.040 Disaster Council membership.

2.140.050 Disaster Council powers and duties.

2.140.060 Office of Director of Emergency Services.

2.140.070 Powers and duties of the Director of Emergency Services.

2.140.080 Local emergency; termination.

2.140.090 Activation of the City EOC.

2.140.100 Authority for emergency orders and regulations.

2.140.110 Suspension of ordinances, rules, and regulations.

2.140.120 Operational Area membership.

2.140.130 Standardized Emergency Management System (SEMS).

2.140.140 Office of Emergency Management created - officers and staff.

2.140.150 Powers and duties of the Emergency Management Officer.

2.140.160 Emergency Operations Plan.

2.140.170 Mutual aid.

2.140.180 Expenditures.

2.140.190 Compensation of volunteers – Official immunity.

2.140.200 Punishment of violations.

2.140.010 Purposes.

The declared purposes of this chapter are to provide for the preparation and carrying out of plans for the protection of persons, property, and the environment within this city in the event of an emergency; the establishment, coordination, and direction of the emergency organization; the establishment, coordination, and direction of the Office of Emergency Management; and the coordination of the emergency functions of this City with all other public agencies, corporations, organizations, and affected private persons.

2.140.020 Definitions.

As used in this chapter, the following terms shall, unless the context clearly indicates otherwise, have the respective meanings herein set forth:
(a) Emergency, including a state of war emergency, state of emergency, and local emergency, shall have the meanings set forth in Government Code Section 8558, as that section may be amended or renumbered.
(b) Emergency Operations Center ("EOC") means a location from which the Ordinance/Emergency Management and Disaster Council Page 3 of 10 Rev: 09/2019
function of centralized emergency management is performed. (c) Emergency Response Agency means any governmental agency or organization responding to an emergency, whether in the field, at the scene of an incident, or to an EOC or other operations center, in response to an emergency, or providing mutual aid support to such an organization, and may include, but is not limited to, emergency response services such as Fire, Law Enforcement, Emergency Medical, and Public Health. (d) Emergency Response Personnel means personnel involved with an agency's response to an emergency and/or responsible for mitigation activities. (e) Emergency Services means all activities carried out pursuant to the California Emergency Services Act, Gov. Code § 8550 et seq, as those sections may be amended or renumbered.
(f) Incident means an occurrence or event, caused either by humans or by natural phenomena, that requires action by Emergency Response Personnel to prevent or minimize loss of life or damage to property and/or natural resources. (g) Operational Area means the County and all local governmental entities within the County's geographical area. Under Government Code Sections 8559 and 8605 (as those sections may be amended or renumbered), each county geographic area has been designated as an operational area to be used for the coordination of emergency activities and to serve as a link in the system of communications and coordination between the State's EOCs and the EOCs of the local governmental entities comprising the operational area. This definition does not change the definition of Operational Area as used in the existing fire and rescue mutual aid system.

2.140.030 Emergency organization.

All employees of the City of Santa Clara are designated as disaster service workers under Government Code Sections 3100 et seq., as that section may be amended or renumbered.

All officers and employees of the City, together with those volunteer forces registered to aid them during a duly proclaimed emergency; and all groups, organizations, and persons who may by agreement or by operation of law, including persons impressed into service under the provisions of Government Code Section 8585.5 (as that section may be amended or renumbered), be charged with duties incident to the protection of life, property, or environment in the City during such emergency, shall constitute the City Emergency Organization.

The City Emergency Organization also includes the American Red Cross, members of the Collaborating Agencies' Disaster Relief Effort (CADRE), Civil Air Patrol, and such other organizations and groups as may offer and have their services accepted prior to, during, or after an emergency.

2.140.040 Disaster Council membership.

The Santa Clara Disaster Council is hereby created and shall consist of the following:

Ordinance/Emergency Management and Disaster Council Page 4 of 10 Rev: 09/2019
(a) The Director of Emergency Services (City Manager) who shall be chairman. (b) The Mayor, or his/her designee, who shall be vice-chairman. (c) The members of the City Council, the City Attorney, City Clerk, and the City Manager’s Emergency Management Officer.
(d) The Deputy Director, appointed by the City Manager, who, in the absence of, or at the direction of the Director, shall act on his/her behalf. (e) Certain service chiefs or department heads as selected by the Director of Emergency Services.

2.140.050 Disaster Council powers and duties.

The Disaster Council shall have the following duties, powers, and responsibilities, and such other as they may be entrusted with by the City Council, as necessary:
(a) Meet at the discretion of the Chair, but no less than annually. (b) Advise on and recommend for adoption emergency plans and mutual aid agreements based on the Standardized Emergency Management System (SEMS) as defined in the California Code of Regulations, Title 19, Division 2, Sections 2400 – 2450 (as those sections may be amended or renumbered).
(c) Provide guidance to develop disaster exercises, assist with threat assessments, review emergency plans and as necessary their hazard or function-specific annexes, identify local resources and facilitate multi-agency/inter-agency coordination within its membership and other local governments and special districts. (d) Provides oversight and support for engaging community members in homeland security, emergency planning and response, and promoting community preparedness and family safety through public education and outreach. (e) Provide oversight responsibility for the California State Disaster Service Worker (DSW) and Disaster Service Worker Volunteer Program (DSWVP), inclusive of the delegation of authority to designated City officials for the swearing in of new Disaster Service Workers and Disaster Service Worker Volunteers. (f) The Disaster Council may exercise such powers and duties as are necessary to substantially comply with the rules and regulations established by the California Office of Emergency Services for the purpose of being certified by that Office pursuant to Government Code Section 8612, as that section may be amended or renumbered.

2.140.060 Office of Director of Emergency Services.

There is hereby created the Office of Director of Emergency Services.

Ordinance/Emergency Management and Disaster Council Page 5 of 10 Rev: 09/2019
(a) The City Manager shall be the Director of Emergency Services. (b) A Deputy Director of Emergency Services shall be appointed by the Director and shall act for the Director when the Director is incapacitated or otherwise unable to carry out his/her duties. The Deputy Director of Emergency Services shall be appointed from an incumbent in the City service.

2.140.070 Powers and duties of the Director of Emergency Services.

The Director of Emergency Services, or his/her successor, is hereby empowered to:
(a) Proclaim the existence or threatened existence of a "local emergency" which shall be ratified and renewed by the City Council in accordance with Govt. Code § 8630, as that section may be amended or renumbered.
(b) Request the Governor to proclaim a "state of emergency" when, in the opinion of the Director, the locally available resources are inadequate to cope with the emergency.
(c) Control and direct the effort of the emergency organization of this City for the accomplishment of the purposes of this chapter.
(d) Direct cooperation between and coordination of services and staff of the emergency organization of this City; and resolve questions of authority and responsibility that may arise between them.
(e) Represent this City in all dealings with public or private agencies on matters pertaining to emergencies as defined herein.
(f) In the event of the proclamation of a "local emergency" as herein provided, the proclamation of a "state of emergency" by the Governor or the Director of the State Office of Emergency Services, or the existence of a "state of war emergency," the Director is hereby empowered to:
(1) Make and issue rules and regulations on matters reasonably related to the protection of life and property as affected by such emergency; (2) Obtain vital supplies, equipment, and such other properties found lacking and needed for the protection of life and property and to bind the City for the fair value thereof and, if required immediately, to commandeer the same for public use; (3) Require emergency services of any City officer or employee and, in the event of the declaration of a "state of emergency" in the County in which this City is located or the existence of a "state of war emergency," to command the aid of as many citizens of this community as he deems necessary in the execution of his/her duties; such persons shall be entitled to all privileges, benefits, and immunities as are provided by State law for Ordinance/Emergency Management and Disaster Council Page 6 of 10 Rev: 09/2019
registered disaster service workers;
(4) Requisition necessary personnel or material of any City department or agency; and
(5) Execute all his/her ordinary powers as City Manager, all of the special powers conferred upon him by this chapter or by resolution or emergency plan pursuant hereto adopted by the City Council, all power conferred upon him by any statute, by an agreement approved by the City Council, and by any other lawful authority. (6) This subsection shall be construed to grant the broadest powers permissible to the Director to effectively deal with a proclaimed emergency.

2.140.080 Local emergency; termination.

The City Council shall review the need to continue a local emergency, either proclaimed by the Council or ratified by the Council following proclamation by the Director of Emergency Services, at the interval set forth in Government Code Section 8630, as that section may be amended or renumbered, and shall proclaim the termination of such local emergency at the earliest practicable date that conditions warrant.

2.140.090 Activation of the City EOC.

The following personnel are authorized to activate the City EOC: the City Manager (Emergency Services Director), Deputy Director of Emergency Services, Chief Operating Officer, the City Emergency Management Officer, or any individual designated on a temporary basis by the Emergency Services Director to have such power.

2.140.100 Authority for emergency orders and regulations.

The City Council, to provide prompt response to emergency situations following the proclamation of a local emergency as authorized in this Division, or the proclamation of a state of emergency or existence of a state of war emergency, specifically delegates to the Director of Emergency Services the authority to promulgate orders and regulations to provide for the protection of life, property, and the environment, where necessary to preserve the public order and safety. To have legal effect, all such orders and regulations must be in writing and signed by the promulgating official, and must be ratified at the next regular meeting of the City Council.

2.140.110 Suspension of ordinances, rules, and regulations.

Following the proclamation of a local emergency as authorized in this Division, the Director of Emergency Services may temporarily suspend enforcement of any City ordinance, rule, regulation, or policy, including those relating to the procurement of goods or services and any associated competitive bidding requirements and/or administrative processes, if he or she determines and declares that strict compliance with that ordinance, rule, regulation, or policy would prevent, hinder, or delay the response to the local emergency. All such actions shall be in writing and signed by the promulgating official, and must be ratified at the next regular meeting of the City Council.

Ordinance/Emergency Management and Disaster Council Page 7 of 10 Rev: 09/2019

2.140.120 Operational Area membership.

The City of Santa Clara is a member municipality in the Santa Clara County Operational Area in accordance with County Ordinance Section A8-5 and in accordance with Government Code Sections 8559 and 8605 (as those sections may be amended or renumbered), and in accordance with the California Standardized Emergency Management System (SEMS).

2.140.130 Standardized Emergency Management System (SEMS).

SEMS is the adopted emergency management system in the City. SEMS utilizes the Incident Command System (ICS), multi/interagency coordination, mutual aid, and the Operational Area concept to facilitate priority setting, interagency cooperation, and the efficient flow of resources and information during an emergency. The City Emergency Organization shall structure its response to any emergency using SEMS and shall include the use of SEMS in all emergency plans and procedures.

2.140.140 Office of Emergency Management created - officers and staff.

There is created within the Office of the City Manager the City of Santa Ciara Office of Emergency Management (OEM). The City Emergency Management Officer (who may also be referred to as the Emergency Services Officer) shall lead the City OEM.

2.140.150 Powers and duties of the Emergency Management Officer.

The Emergency Management Officer shall:
(a) Coordinate emergency management activities in pre-emergency planning, during an emergency, and in post-emergency activities as the chief staff officer of the Director of Emergency Services in the Office of Emergency Management. (b) Represent the City in dealings with public and private agencies pertaining to emergency planning.
(c) Organize, develop, and coordinate the City's participation in Operational Area emergency programs, working with City departments, governmental entities, supporting agencies, and volunteer groups.
(d) Prepare and maintain the basic emergency plans for the City and submit such plans to the Director of Emergency Services.
(e) Attend, participate in, and if nominated to or requested to serve on the EOAC. (f) Exercise the City EOC in whole or part, at least annually. (g) Perform other duties as may be assigned by the Director of Emergency Services.

2.140.160 Emergency Operations Plan.

The City Office of Emergency Management shall be responsible for the development of the Ordinance/Emergency Management and Disaster Council Page 8 of 10 Rev: 09/2019
City Emergency Operations Plan (EOP), which shall provide for the use of SEMS and the effective mobilization of all of the resources of this City, both public and private, to meet any condition constituting a local emergency, state of emergency, or state of war emergency; and shall provide for the organization, powers and duties, services and staff of the City Emergency Organization. Such plan shall take effect upon adoption by the City Council.

The Office of Emergency Management shall be responsible for the development of all identified hazard and risk annexes in support of the EOP with the appropriate City agencies and governmental partners.

It shall be the responsibility of all EOC section chiefs and alternates to have a thorough knowledge of the EOP and to ensure that their respective supporting services and key personnel are properly trained and organized to meet all of their responsibilities in the event of an emergency.

2.140.170 Mutual aid.

It is the purpose of the City Council in enacting this chapter to facilitate the rendering of mutual aid to and for the people of this City. Emergency plans adopted and approved by the City Council shall provide for the interchange of mutual aid and for coordination with the emergency plans of the County operational area.

2.140.180 Expenditures.

Any expenditures made in connection with emergency activities, including mutual aid activities, shall be deemed conclusively to be for the direct protection and benefit of the inhabitants and property of the City of Santa Clara.

2.140.090 Compensation of volunteers – Official immunity.

All persons, other than officers and employees of the City, volunteering services in the City Emergency Organization pursuant to the provisions of this chapter and pursuant to the California Governor’s Office of Emergency Services Disaster Service Worker Volunteer Program guidance, shall serve without compensation from the City. While engaged in such services, they shall have the same immunity as officers and employees of the City performing similar duties. Approved DSW volunteers shall be registered with the appropriate City agency in order to be eligible for worker's compensation benefits, as provided in Labor Code Section 3201 et seq., and Government Code Section 8585.5, as those sections may be amended or renumbered.

All DSW volunteers shall be administered the oath or affirmation set forth in Government Code Sections 3102 and 3103, as those sections may be amended or renumbered. The City Manager (Emergency Services Director) shall maintain a list of officers authorized by Government Code Section 3104 to administer oaths.

2.140.200 Punishment of violations.

Beginning on the date when an emergency is proclaimed by the Director of Emergency Services and ending when such declaration of emergency is terminated, it shall be a Ordinance/Emergency Management and Disaster Council Page 9 of 10 Rev: 09/2019
violation of this Code – punishable in the City's prosecutorial discretion as a criminal, civil, and/or administrative action – for any person, contractor, business, or other entity to:
(a) Willfully obstruct, hinder, or delay any member of the emergency organization in the enforcement of any lawful rule or regulation issued pursuant to this Chapter or in the performance of any duty imposed upon him or her by virtue of this Chapter. (b) Do any act forbidden by any lawful rule or regulation issued pursuant to this Chapter, if that act gives or is likely to give assistance to the enemy (during a state of war emergency), or to imperil the lives, property, or environment of inhabitants of the City, or to prevent, hinder, or delay the defense or protection thereof. (c) Wear, carry, or display, without authority, any means of identification specified by any emergency services agency of the State of California, or any political subdivision thereof.
(d) Sell, or offer to sell, any consumer food items, repair or reconstruction services, emergency supplies, medical supplies, or gasoline for an amount which is ten or more percent greater than the price charged by that person, contractor, business or other entity for said goods or services immediately prior to the proclamation of emergency unless said person, business, contractor or other entity can prove that the increase was directly attributable to additional costs imposed on it by the supplier of the goods or for labor and materials used to provide the service. For purposes of this subsection, the following definitions shall apply:
(1) A “consumer food item” is any article which is used or intended for use for food, drink, confection, or condiment by humans or animals. (2) “Repair or reconstruction services” are those contractor services for repairs to residential and commercial property of any type which are damaged as a result of the disaster. This includes the removal of debris (including a damaged tree) and garbage.
(3) “Emergency supplies” shall include but are not limited to water, flashlights, radios, batteries, candles, blankets, soaps, and diapers. (4) “Medical supplies” shall include but are not limited to prescription and nonprescription drugs, bandages, gauzes, and isopropyl alcohol. (e) Violate any curfew established by any lawful rule, regulation, order, or direction issued pursuant to this Chapter.
(f) Buy, sell, remove, deface, cover, hide, destroy, or tamper with any sign, tag or placard posted by a member of the emergency organization on a building or structure damaged by a disaster.

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(g) Post any sign, tag, or placard not authorized by the emergency organization on a building or structure damaged by a disaster.”
SECTION 2: Ordinances Repealed. With exception of the provisions protected by the savings clause, all ordinances (or parts of ordinances) in conflict with or inconsistent with this ordinance are hereby repealed.

SECTION 3: Savings clause. The changes provided for in this ordinance shall not affect any offense or act committed or done or any penalty or forfeiture incurred or any right established or accruing before the effective date of this ordinance; nor shall it affect any prosecution, suit or proceeding pending or any judgment rendered prior to the effective date of this ordinance. All fee schedules shall remain in force until superseded by the fee schedules adopted by the City Council.

SECTION 4: Effective date. This ordinance shall take effect thirty (30) days after its final adoption; however, prior to its final adoption it shall be published in accordance with the requirements of Section 808 and 812 of “The Charter of the City of Santa Clara, California.” PASSED FOR THE PURPOSE OF PUBLICATION this 27th day of August, 2024, by the following vote:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST: ___________________________

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA
Attachments incorporated by reference: None
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24-781 Agenda Date: 8/27/2024

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on Stadium Manager’s Request to Negotiate and Execute a Licensed User Agreement with Ticketmaster for Ticket Sales Services for Non-NFL Events at Levi’s Stadium

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

BACKGROUND
Ticketmaster L.L.C (Ticketmaster) is a ticket sales and distribution company that has provided exclusive ticket sales services for Levi’s Stadium Non-NFL Events since 2014. On August 12, 2014, the Forty Niners Stadium Management Company LLC (Stadium Manager) and Ticketmaster entered into a Licensed User Agreement for an initial five-year term, from March 1, 2014 through February 28, 2019. The Licensed User Agreement allowed for the automatic renewal of one successive one year period after the initial term. Additionally, on February 21, 2018, the Stadium Manager and Ticketmaster entered into a Levi’s Stadium Ticketing Term Sheet that provided terms of an amendment to the Licensed User Agreement for a five-year term from April 1, 2018 through March 31, 2023.

Through the original Licensed User Agreement and Levi’s Stadium Ticketing Term Sheet, the Stadium Authority generates revenue from ticket platform fees per order, (e.g. a shopping cart that contains one or more tickets), for Non-NFL Events. The ticket platform fees have generated revenue for the Stadium Authority in the amount of $22,667,119 between Fiscal Years (FY) 2014/15 and 2023/24 and approximately $3,764,577 so far in FY 2024/25 (through the July 2, 2024 Non-NFL Event) in ticket platform fee revenue. This information is included in the Stadium Authority’s quarterly financial status reports to the Stadium Authority Board.

The table below summarizes the Stadium Authority’s ticket platform fee revenue by FY:

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* No revenue was generated in FYs 2020/21 and 2021/21 due to the COVID-19 Pandemic. ** FY 2024/25 revenue is for Non-NFL Events that occurred between April 1-July 2, 2024.

The Stadium Manager is requesting approval to negotiate and execute a new Licensed User Agreement with Ticketmaster for Non-NFL Event ticket sales services for a ten-year term, effective April 1, 2023 through March 31, 2033. Once executed, the proposed Licensed User Agreement will supersede and replace the original Licensed User Agreement and Levi’s Stadium Ticketing Term Sheet.

DISCUSSION
Competitive bidding is not required pursuant to Santa Clara City Code (SCCC) Chapter 17.30 (Stadium Authority Procurement Policy) and (SCCC) Section 2.105.280(b)(2) (Single and sole source procurements) as the current sales process is complex and well established, and changes in the ticket sales platform will result in significant service disruptions. The NFL also has an agreement with Ticketmaster for ticket sales services for all NFL events. Having one centralized ticketing system for all stadium events provides for the seamless operations of ticket sales at the Stadium.

The proposed Licensed User Agreement will include the following key terms:
· Term: An initial ten-year term that is effective April 1, 2023 through March 31, 2033. · Exclusivity Rights: Grants Ticketmaster the exclusive right to sell, as the Stadium Manager’s exclusive agent, all Tickets for the Sellable Capacity for every Attraction, via any means and City of Santa Clara Page 2 of 4 Printed on 8/23/2024
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methods including but not limited to, the Internet, telephone, computer, IVR, television, clubs, or outlets. “Attraction” is defined as a concert, sporting, entertainment or other ticketed act or event of any kind or nature to be held at Levi’s Stadium that is open to the public, other than any San Francisco 49ers home game or other NFL-related event. · Global Events: The exclusivity rights described above will not apply to Global Events when it is mutually agreed that a promoter or third-party organization requires the Stadium Manager to utilize a ticketing platform or service other than as provided by Ticketmaster. "Global Event” means the 2026 FIFA World Cup or other mutually agreed upon major international event to be held at Levi’s Stadium, consistent with past practices of the parties. · Fees: In consideration for Ticketmaster’s services, Ticketmaster is entitled to assess and receive certain charges and fees. Payment authorization and processing fees for tickets purchased with credit cards, debit cards, gift cards or any other methods of payment via Ticketmaster distribution channels will be passed on to the Stadium Manager. Additionally, in connection with the Stadium Manager’s sales of Tickets utilizing electronic payments and authorized via TM Charge using either Visa or MasterCard, Ticketmaster’s credit card processor will deduct the merchant fees in an amount set forth in Exhibit A for transactions processed on a daily basis.

The confidential and proprietary financial terms will be included in the Licensed User Agreement’s Exhibits upon final agreement with Ticketmaster. Those terms will include the fee structure for tickets for Non-NFL Events at Levi’s Stadium, and will vary based upon the type of ticket being purchased. Further, the terms will include any processing and delivery fees.

Finally, the revenue share of fees collected by Ticketmaster will be included in the exhibits as well.

The expectation is that the new terms restructure how platform fees are applied. In the new agreement, platform fees will be applied to each ticket purchase (i.e. every individual ticket).

As stated above, the previous terms applied platform fees to each ticket order (e.g. a shopping cart that contains one or more tickets). All other financial terms in the agreement will be substantially similar to the existing terms between the parties, resulting in consistent revenues to the Stadium Authority in line with previous years.
· Advertising: Grants Ticketmaster the right, in Ticketmaster’s reasonable discretion, to advertise, in any medium determined by Ticketmaster, including on the TM.com Website or affiliated websites, Attractions and the availability of tickets at Levi’s Stadium Box Office and via Ticketmaster distribution channels, and the availability of the Software and, in connection therewith, to use the name and logo of Principal, the Attraction (provided, any use of the logo of an Attraction shall be subject to approval of the promoter of the applicable Attraction), Levi’s Stadium and all other information respecting the Attractions.

Staff would like to note that a civil antitrust lawsuit has been filed against Live Nation Entertainment Inc, and its subsidiary Ticketmaster LLC for monopolization and other unlawful conduct that thwarts competition in markets across the live entertainment industry. However, at this time, Ticketmaster has not been convicted of violating any federal antitrust laws or regulations. The Ticketmaster City of Santa Clara Page 3 of 4 Printed on 8/23/2024
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Agreement will include a severability provision that provides that if any provision is found to be valid or unenforceable, the parties will replace such provision with one or more valid and enforceable provisions approximating the original provision as closely as possible. The Agreement will also include a termination provision that allows for it to be terminated for material default or material breach 30 business days after the receipt of a written notice of default. Should Ticketmaster be unable to cure such default, the Agreement would be automatically terminated.

Staff recommends approval of the Stadium Manager’s request to negotiate and enter into the proposed Licensed User Agreement with Ticketmaster for ticket sales services for Non-NFL Events at Levi’s Stadium.

FISCAL IMPACT
As noted above, the financial terms that will include the fee structure for tickets for Non-NFL Events at Levi’s Stadium are confidential and proprietary. The fee structure will vary based on the type of ticket being purchased. The terms will also include any processing and delivery fees. Finally, the revenue share of fees collected by Ticketmaster will be included in the exhibits as well. The expectation is that financial terms in the agreement will be substantially similar to the terms in the original Licensed User Agreement which will result in consistent revenues to the Stadium Authority in line with previous years.

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

RECOMMENDATION
Authorize the Stadium Manager to negotiate and execute the Licensed User Agreement with Ticketmaster for ticket sales services for Non-NFL Events at Levi’s Stadium for a term of ten-years, terminating on March 31, 2033, subject to final form approved by the Stadium Authority Counsel.

Reviewed by: Chuck Baker, Assistant Executive Director
Approved by: Jovan D. Grogan, Executive Director

ATTACHMENTS
None
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24-527 Agenda Date: 8/27/2024

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on Funding Agreement for Levi’s Stadium Security and Neighborhood Impacts Assessment with Forty Niners SC Stadium Company LLC and Bay Area Host Committee and Ratify the Previous Execution of the Confidentiality Agreement with Guidepost Solutions LLC

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

BACKGROUND
Security at Levi’s Stadium operates under a layered approach. As the Stadium Manager, the Forty Niners Stadium Management Company LLC, hires private security personnel to manage traffic and the parking lots and to provide the first layer of fan interface and security. The Santa Clara Police Department is the lead law enforcement agency whose primary role is to coordinate with public (local, state and federal) and private entities to prevent a terrorist attack, provide a secure environment, facilitate a safe traffic patterns, ingress and egress, and to limit the impacts to the surrounding community.

In Fall 2023, the Stadium Authority conducted a Statement of Qualifications (SOQ) process consistent with Santa Clara City Code (SCCC) Chapter 17.30 (Stadium Authority Procurement Policy) and SCCC 2.105.140(b) (Competitive Requirements for Purchases) for the review and assessment of event entry/security procedures and neighborhood impacts for Levi’s Stadium events.

The Stadium Authority received three proposals in response to the SOQ and Guidepost Solutions LLC (Guidepost) was selected as the highest ranked proposer.

On November 29, 2023, the Stadium Authority and Guidepost entered into an agreement in an amount not to exceed $99,800 (Attachment 1). Under the Stadium Authority Procurement Policy, the Executive Director has signature authority to execute service agreements in an amount up to $100,000, as allocated to and authorized by the Stadium Authority by adoption of the annual budget.

The Executive Director previously shared that Forty Niners SC Stadium Company LLC (StadCo) and Bay Area Host Committee (BAHC) agreed to share the costs of the security and neighborhood impacts assessment. Both organizations have a vested interest in the project as StadCo leases Levi’s Stadium for Forty Niners games and the BAHC is responsible for the coordination and planning of Super Bowl LX and FIFA World Cup 2026 matches at Levi’s Stadium in 2026. The proposed Funding Agreement for Levi’s Stadium Security and Neighborhood Impacts Assessment (Funding Agreement) calls for StadCo and the BAHC to respectively fund 45% and 10% of the costs in connection with the Stadium Authority’s Agreement with Guidepost Solutions LLC.

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the proposed Funding Agreement is being presented to the Stadium Authority Board for approval.

Additionally, due to the sensitive nature of the public safety and security information and materials being reviewed by the consultant to complete the scope of work, the City of Santa Clara and Stadium Authority entered into a Confidentiality Agreement with Guidepost. The Executive Director inadvertently executed the Confidentiality Agreement on behalf of the Stadium Authority without Board authority. As such, the Stadium Authority Board’s ratification of the Executive Director’s previous execution of the Confidentiality Agreement is also requested.

DISCUSSION
Below is a summary of the three agreements referenced above.

Agreement with Guidepost
Under the scope of its agreement with the Stadium Authority, Guidepost is responsible for interviewing involved parties (i.e., Santa Clara Police Department, Stadium Manager, and Levi’s Stadium security staff), attending two NFL events and two major Non-NFL events at Levi’s Stadium, and preparing reports that summarize assessments and recommendations for improvements to the Executive Director in the following areas:

1. Security Screening, Event Entry, and Crowd Management: Evaluating and analyzing crowd ingress and egress procedures; comparing existing ingress and egress procedures and protocols with best practices and successful solutions employed by NFL stadiums and other venues that host major events; evaluating and assessing how current stadium operations align with Department of Homeland Security SAFETY Act and other stadium best practices; and developing long-term solutions and recommendations to improve fan ingress and egress to ensure safe events at Levi’s Stadium with positive experience for fans.

2. Neighborhood Impacts: Evaluating and analyzing existing impacts to neighborhoods and businesses surrounding Levi’s Stadium during major events and existing protocols and procedures for mitigating traffic congestion, tailgating, mobile vendors, ride share, and other associated impacts from fan presence adjacent to Levi’s Stadium; comparing existing procedures and protocols with best practices and successful solutions employed by NFL stadiums and other venues that have residential and business communities adjacent to the venue; and developing long-term solutions and recommendations to further mitigate event impacts to residential and business communities near Levi’s Stadium.

Guidepost’s scope of work includes providing the Stadium Authority with an initial draft of findings and preliminary recommendations after completing interviews with representatives from involved parties and attending two NFL games during the 2023 NFL Season, conferring with public safety officials, the Stadium Authority, and Stadium Manager on Guidepost’s initial findings and recommendations, and providing a final report to the Stadium Authority and Stadium Manager after attending at least two Non-NFL events at Levi’s Stadium.

Due to the security aspects of the assessments, the agreement requires that Guidepost prepare two versions of the final report: A version that contains general information that can be shared publicly without compromising public safety and security procedures and a separate confidential version that contains detailed information concerning assessments and recommendations related to security public safety and security operations. Guidepost will present its final findings and recommendations to the Stadium Authority Board at a public meeting.

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At the time of writing this report, Guidepost has conducted interviews with involved parties, attended four major events at the Levi’s Stadium, presented their initial draft of findings and preliminary recommendations to Stadium Authority staff and the Stadium Manager, and is in the process of completing their final report. Guidepost’s final non-confidential report will be presented to the Stadium Authority Board at a public meeting in Fall 2024.

Confidentiality Agreement
Exhibit D in the Agreement with Guidepost contains a Confidentiality Agreement between the Stadium Authority, City of Santa Clara, and Guidepost that allowed the Stadium Authority and City to discuss and share documents and information related to confidential and sensitive security procedures at Levi’s Stadium with the consultant for the purpose of completing the project. The City Manager has delegated authority from the City Council to enter into confidentiality agreements on behalf of the City; however, after the Confidentiality Agreement was executed, it was realized that the Executive Director does not have the same delegated authority. As such, Board ratification of the Executive Director’s execution of the Confidentiality Agreement is requested and is included as part of the recommendation.

Funding Agreement
As noted above, StadCo and the BAHC have a vested interest in the project due to their respective roles of hosting Forty Niners games and coordinating and planning the upcoming Super Bowl LX and FIFA World Cup 2026 matches at Levi’s Stadium. Additionally, StadCo contracts with the Stadium Manager and event security vendor through the same agreements as the Stadium Authority.

Through the Funding Agreement, both parties will fund a percentage of the costs in connection with Stadium Authority’s Agreement with Guidepost. StadCo and the BAHC will be responsible for payment of 45% and 10% of the amounts due and payable to Guidepost, respectively.

The Funding Agreement provides that upon completion of services by Guidepost, the Stadium Authority will provide StadCo and the BAHC copies of the analysis, reports, work product, and final documents prepared by Guidepost under its agreement with the Stadium Authority. This information will be beneficial to both parties due to their roles in coordinating and planning upcoming major events at Levi’s Stadium. However, given that this information will confidential and sensitive in nature, the Funding Agreement requires StadCo and the BAHC to hold the Stadium Authority’s confidential information in confidence and provides Stadium Authority with the right to redact materials to protect public safety and security data and information before they are distributed to the BAHC.

Without the Funding Agreement, the Stadium Authority will be solely responsible for all costs associated with the Agreement with Guidepost.

FISCAL IMPACT
The Agreement with Guidepost has a not to exceed amount of $99,800. With the Board’s approval of City of Santa Clara Page 3 of 4 Printed on 8/23/2024
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the Funding Agreement, the Stadium Authority will be responsible for 45% of the Agreement costs (i.e., up to $44,910). The funds are allocated under the Stadium Authority’s Fiscal Year 2024/25 General & Administrative Budget to cover such costs. StadCo and BAHC will be responsible for 45% and 10% of the Agreement costs (i.e., up to $44,910 and $9,980), respectively.

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

RECOMMENDATION

1. Authorize the Executive Director to execute a Funding Agreement for Levi’s Stadium Security and Neighborhood Impacts Assessment with Forty Niners SC Stadium Company LLC (StadCo) and Bay Area Host Committee (BAHC) which will allow StadCo and the BAHC to respectively fund 45% and 10% of the costs in connection with the Stadium Authority’s Agreement with Guidepost Solutions LLC; and

2. Ratify the Executive Director’s previous execution of the Confidentiality Agreement with the City of Santa Clara and Guidepost Solutions LLC (Guidepost) that enabled the sharing of confidential information with Guidepost to complete the required scope of work in the Stadium Authority’s Agreement with Guidepost.

Reviewed by: Chuck Baker, Assistant Executive Director
Approved by: Jovan D. Grogan, Executive Director

ATTACHMENTS

1. Agreement with Guidepost

2. Proposed Funding Agreement for Levi’s Stadium Security and Neighborhood Impacts Assessment
City of Santa Clara Page 4 of 4 Printed on 8/23/2024
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DocuSign Envelope ID: 4841 CCBF-A286-4403-A6B6-6B24A0781 BEF EBIX Insurance No. *S200005283

AGREEMENT FOR SERVICES

BETWEEN THE

SANTA CLARA STADIUM AUTHORITY,
AND

GUIDEPOST SOLUTIONS LLC

PREAMBLE
This Agreement is entered into between the Santa Clara Stadium Authority, a joint powers agency created pursuant to Section 6532 of the California Government Code (Authority) and Guidepost Solutions LLC, a New York limited liability company, (Contractor). Authority and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
A. Authority desires to secure the services more fully described in this Agreement, at Exhibit A, entitled "Scope of Services";
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of Authority; and,
C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

1. AGREEMENT DOCUMENTS
The documents forming the entire Agreement between Authority and Contractor shall consist of these Terms and Conditions and the following Exhibits, which are hereby incorporated into this Agreement by this reference:

Exhibit A - Scope of Services
Exhibit B - Schedule of Fees
Exhibit C - Insurance Requirements
Exhibit D - Confidentiality Agreement
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes Agreement with Guidepost Solutions LLC
Rev. 07-01-18

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DocuSign Envelope ID: 4841CCBF-A286-4403-A6B6-6B24A0781BEF and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on November 20, 2023 and terminate on November 19, 2024.

3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
Contractor shall perform those Services specified in Exhibit A within the time stated in Exhibit A. Time is of the essence.

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

5. QUALIFICATIONS OF CONTRACTOR-STANDARD OF CARE
Contractor represents and maintains that it has the expertise in the professional calling necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and Authority expressly relies upon Contractor's representations regarding its skills and knowledge. Contractor shall perform such Services and duties in conformance to and consistent with the professional standards of a specialist in the same discipline in the State of California.

6. COMPENSATION AND PAYMENT
In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled "SCHEDULE OF FEES." The maximum compensation of this Agreement is Ninety-Nine Thousand and Eight Hundred Dollars ($99,800), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials Agreement with Guidepost Solutions LLC
Rev. 07-01-18

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DocuSign Envelope ID: 4841 CCBF-A286-4403-A6B6-6B24A0781 BEF provided in excess of the maximum compensation shall be at Contractor's expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.

7. TERMINATION
A.

Termination for Convenience. Authority shall have the right to terminate this Agreement, without cause or penalty, by giving not less than Thirty (30) days' prior written notice to Contractor.

Termination for Default. If Contractor fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, Authority may terminate this Agreement immediately upon written notice to Contractor.

Upon termination, each Party shall assist the other in arranging an orderly transfer and close-out of services. As soon as possible following the notice of termination, but no later than ten (10) days after the notice of termination, Contractor will deliver to Authority all Authority and City of Santa Clara information or material that Contractor has in its possession, in accordance with the terms of the Confidentiality Agreement (Exhibit D).

Upon termination Authority shall pay Contractor for all work completed and accepted (which acceptance shall not be unreasonably withheld) prior to such termination.

8. ASSIGNMENT AND SUBCONTRACTING
Authority and Contractor bind themselves, their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written approval of Authority. Contractor shall not hire subcontractors without express written permission from Authority, other than with respect to traffic analysis, which the Contractor shall be authorized to hire without further permission form the Authority.

Contractor shall be as fully responsible to Authority for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as Contractor is for the acts and omissions of persons directly employed by it.

9. NO THIRD PARTY BENEFICIARY
This Agreement shall not be construed to be an agreement for the benefit of any third party or parties and no third party or parties shall have any claim or right of action under this Agreement for any cause whatsoever.

10. INDEPENDENT CONTRACTOR
Contractor and all person(s) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do Agreement with Guidepost Solutions LLC
Rev. 07-01-18

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DocuSign Envelope ID: 4841 CCBF-A286-4403-A6B6-6B24A0781 BEF not act as agent(s) or employee(s) of Authority. Contractor has full rights to manage its employees in their performance of Services under this Agreement.

11. CONFIDENTIALITY OF MATERIAL
The Parties shall execute the Confidentiality Agreement attached hereto as Exhibit D. All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed or received by or for Contractor and all other written information submitted to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor and shall not, without the prior written consent of Authority, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services, as set forth in the Confidentiality Agreement.

12. OWNERSHIP OF MATERIAL
All material, which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports, designs, technology, programming, works of authorship and other material developed, collected, prepared or caused to be prepared under this Agreement shall be the property of Authority. Authority shall not be limited in any way or at any time in its use of said material.

Contractor may only use copies of materials that the Authority has designated as public records. All other materials must be returned to the Authority and City of Santa Clara.

13. RIGHT OF AUTHORITY TO INSPECT RECORDS OF CONTRACTOR Authority, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for four (4) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation under this Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to Authority. Any expenses not so recorded shall be disallowed by Authority. Contractor shall bear the cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the Authority.

Contractor shall submit to Authority any and all reports concerning its performance under this Agreement that may be requested by Authority in writing.

Contractor agrees to assist Authority in meeting Authority's reporting requirements to the State and other agencies with respect to Contractor's Services hereunder.

Agreement with Guidepost Solutions LLC
Rev. 07-01-18

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14. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify Authority, its Board, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney's fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner arising from, or alleged to arise in whole or in part from, or in any way connected with any actual or alleged negligent, tortious or otherwise illegal performance of Services by Contractor pursuant to this Agreement - including claims of any kind by Contractor's employees or persons contracting with Contractor to perform any portion of the Scope of Services - and shall expressly include passive or active negligence by Authority connected with the Services. Ultimate financial responsibility for indemnity shall be allocated in accordance with an adjudication allocating fault. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of Authority; the obligation to defend is not similarly limited.

B. Contractor's obligation to protect, defend, indemnify, and hold harmless in full Authority and Authority's employees, shall specifically extend to any and all employment-related claims of any type brought by employees, contractors, subcontractors or other agents of Contractor, against City (either alone, or jointly with Contractor), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.

C. To the extent Contractor is obligated to provide health insurance coverage to its employees pursuant to the Affordable Care Act ("Act") and/or any other similar federal or state law, Contractor warrants that it is meeting its obligations under the Act and will fully indemnify and hold harmless Authority for any penalties, fines, adverse rulings, or tax payments associated with Contractor's responsibilities under the Act.

D. To the extent permitted by law in no event shall either Party have any liability to the other party for any lost profits or revenues or for any speculative or punitive damages however caused, whether in contract, tort or under any other theory of liability, and whether or not the party has been advised of the possibility of such damages. The foregoing disclaimer shall not apply to the extent prohibited by applicable law.

15. INSURANCE REQUIREMENTS
During the term of this Agreement, and for any time period set forth in Exhibit C, Contractor shall provide and maintain in full force and effect, at no cost to Authority, insurance policies as set forth in Exhibit C.

Agreement with Guidepost Solutions LLC
Rev. 07-01-18

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16. WAIVER
Contractor agrees that waiver by Authority of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Neither Authority's review, acceptance nor payments for any of the Services required under this Agreement shall be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.

17. NOTICES
All notices to the Parties shall, unless otherwise requested in writing, be sent to Authority addressed as follows:

Santa Clara Stadium Authority
Attention : Executive Director's Office
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected] and [email protected]
And to Contractor addressed as follows:

Guidepost Solutions LLC
1130 Connecticut Avenue, Suite 520
Washington , DC 20036
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.

An e-mail transmitted after 1 :00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.

18. COMPLIANCE WITH LAWS
Contractor shall comply with all applicable laws and regulations of the federal , state and local government, including but not limited to "The Code of the City of Santa Clara, California" ("SCCC"). In particular, Contractor's attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Contractor has read and agrees to comply with City's Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299).

Agreement with Guidepost Solutions LLC
Rev. 07-01 -18
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DocuSign Envelope ID: 4841 CCBF-A286-4403-A6B6-6B24A0781 BEF

19. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, no Authority officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code section 87100 and following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise Authority if a conflict arises.

20. FAIR EMPLOYMENT
Contractor shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law.

21. NO USE OF AUTHORITY NAME OR EMBLEM
Contractor shall not use Authority's name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of Authority.

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

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

24. AMENDMENTS
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties to this Agreement.

Agreement with Guidepost Solutions LLC
Rev. 07-01-18

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25. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument. This Agreement and any amendments hereto, to the extent signed and delivered by means of a facsimile machine or by other electronic means (including .pdf), shall be treated in all manner and respects as an original agreement and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No Party hereto shall raise the use of a facsimile machine or by other electronic means (including .pdf) to deliver a signature or the fact that any signature or agreement was transmitted or communicated through the use of a facsimile machine or by other electronic means (including .pdf) as a defense to the formation of a contract and each such party forever waives any such defense.

The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives .

Approved as to Form :

SANT A CLARA STADIUM AUTHORITY
a California Joint Powers Agency
"AUTHORITY"
Executive Director
Santa Clara Stadium Authority
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771

GUIDEPOST SOLUTIONS LLC
a New York limited liability company
Dated:
11/22/2023
------------------ By (Signature): _ ,, f') 1!) o cu SI g n Id ~by: J Name: -i1-i...-~""'-a..,.e~s-+1-.~>tt,t,""rt .... ljt4""',~"""'y""'•,.,...· --------- _.__*~eefS"'6,t,e~2::-: ... -------------
VP Sports, Entertainment and Government
Title: Affairs
Principal Place of 1130 Connecticut Avenue, Suite 520
Business Address: Washington, DC 20036
Email Address: [email protected]
Agreement with Guidepost Solutions LLC
Rev. 07-01-18

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DocuSign Envelope ID: 4841 CCBF-A286-4403-A6B6-6B24A0781 BEF Telephone: (949) 378-2766
Fax: ) --'----'--------------------
Agreement with Guidepost Solutions LLC
Rev. 07-01-18
"CONTRACTOR"

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EXHIBIT A

SCOPE OF SERVICES
The Services to be performed for the Authority by the Contractor under this Agreement are set forth below.

The Contractor will perform the tasks listed below and prepare reports that summarizes the assessments and makes recommendations for improvements to the Executive Director of the Stadium Authority. The Contractor will provide the Stadium Authority with an initial draft of findings and preliminary recommendations after the Contractor completes its interviews with representatives from involved parties and attends two NFL games during the 2023 NFL Season at Levi's Stadium (August 2023 through January 2024). Following the 2023 NFL Season, the Contractor will confer with public safety officials, the Stadium Authority, and the Forty Niners Stadium Management Company LLC (Stadium Manager) on Contractor's initial findings and recommendations. The Contractor will provide the Stadium Authority and Stadium Manager with a final report after attending at least two Non-NFL Events at Levi's Stadium in early 2024.

Due to the security aspects of the assessments, the Contractor will prepare two versions of the final report: A version that contains general information that can be shared publicly without compromising public safety and security procedures and a separate confidential version that contains detailed information concerning assessments and recommendations related to sensitive public safety and security operations. The Contractor will present its final findings and recommendations to the Santa Clara Stadium Authority Board at a public meeting.

Contractor shall perform the following tasks:

1. Interviews with Involved Parties
a. Meet with representatives from Santa Clara Police Department, Stadium Manager, and Levi's Stadium security staff for the purpose of performing the tasks outlined under Exhibit A - Section 3 (Security Screening, Event Entry, and Crowd Management) and Exhibit A - Section 4 (Neighborhood Impacts).

2. Levi's Stadium Events
a. Attend two NFL events during the 2023 NFL Season and two major NonNFL events at Levi's Stadium in 2024 for the purpose of performing the tasks outlined under Exhibit A - Section 3 (Security Screening, Event Entry, and Crowd Management) and Exhibit A - Section 4 (Neighborhood Impacts).

3. Security Screening, Event Entry, and Crowd Management a. Evaluate and analyze crowd ingress and egress procedures, including fan messaging, fan movement to entry points, fan queuing, fan security Agreement with Guidepost Solutions LLC/Exhibit A-Scope of Services Rev. 07-01-18

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DocuSign Envelope ID: 4841 CCBF-A286-4403-A6B6-6B24A0781 BEF screening, and ticket scanning. This may include a review of operational plans as well as coordination and cooperation between public and private working groups.
b. Compare existing ingress and egress procedures and protocols with best practices and successful solutions employed by NFL stadiums and other venues that host major events including NFL games, international sporting matches, and concerts.
c. Evaluate and assess how current security operations align with Department of Homeland Security SAFETY Act and other stadium best practices.
d. Develop long term-solutions and recommendations to improve fan ingress and egress to ensure safe events at Levi's Stadium with positive experience for fans.

4. Neighborhood Impacts
a. Evaluate and analyze existing impacts to neighborhoods and businesses surrounding Levi's Stadium during major events.
b. Evaluate and analyze existing protocols and procedures for mitigating traffic congestion, tailgating, mobile vendors, ride share, and other associated impacts from fan presence adjacent to Levi's Stadium. This may include review of Levi's Stadium Transportation Management and Operations Plan, Public Safety Plan, and/or other operational plans. c. Compare existing procedures and protocols with best practices and successful solutions employed by NFL stadiums and other venues that have residential and business communities adjacent to the venue that host major events including NFL games, international sporting matches, and concerts.
d. Develop long term-solutions and recommendations to further mitigate event impacts to residential and business communities adjacent to Levi's Stadium.

Agreement with Guidepost Solutions LLC/Exhibit A-Scope of Services Rev. 07-01-18

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EXHIBIT B

SCHEDULE OF FEES
Contractor will bill Authority on a monthly basis for Services provided by Contractor and any Reimbursable Expenses incurred during the preceding month on an invoice and in a format approved by Authority and subject to verification and approval by Authority.

The Services are outlined under Exhibit B - Table 1 and will be billed monthly on based on the hours expended by labor category as outlined under Exhibit B - Table 2.

Reimbursable Expenses include items such as travel expenses (mileage and meals), copy and blueprint services, overnight delivery service, and special project insurance requirements, if required, at customary and reasonable costs. Reimbursable Expenses will be billed at actual costs with supporting documentation and will not include ordinary overhead expenses, or any other expenses not directly related to the project. If any additional services beyond what is described under Exhibit A - Scope of Services, the Contractor may charge the applicable rates outlined under Exhibit B - Table 2.

Authority will pay Contractor within thirty (30) days of Authority's receipt of an approved invoice.

Table 1. Estimated Breakdown of Compensation by Phase
Phase Of Work Roles Per Phase Hours
Per Role
Kickoff Meeting+ Logistics Principal 5
Senior Consultant 4
Subject Matter Expert 2
Associate 4
(Subconsultants)
Data Gathering Principal 4
Senior Consultant 8
Subject Matter Expert 4
Associate 2
(Subconsultants)
Stakeholder Interviews Principal 8
Senior Consultant 45
Associate 24
(Subconsultants)
Stakeholder Survey Subject Matter Expert 12
NFL Site Visits Principal 15
Senior Consultant 15
Associate 15
(Subconsultants)
Agreement with Guidepost Solutions LLC/Exhibit 8-Schedule of Fees Rev. 07-01-18
Average Fee By
Hourly Rate Phase
$225.00 $3,375.00
$225.00 $4,050.00
$200.00 $15,400.00
$250.00 $3,000.00
$216.67 $9,750.00

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DocuSign Envelope ID: 4841 CCBF-A286-4403-A6B6-6824A0781BEF Table 1. Estimated Breakdown of Compensation by Phase
Initial Draft of Findings Principal 4 $215.00
Senior Consultant 24
Subject Matter Expert 8
Associate 4
(Subconsultants)
Non-NFL Site Visits Principal 15 $241.67
Senior Consultant 15
Subject Matter Expert 15
Report Development Principal 8 $215.63
Senior Consultant 36
Subject Matter Expert 12
Associate 8
(Subconsultants)
Public Board Meeting Principal 2 $237.50
Senior Consultant 2
Sub-Total
Estimated Expenses
Total Estimated Compensation+
Expenses
Agreement with Guidepost Solutions LLC/Exhibit B-Schedule of Fees Rev. 07-01-18
$8,600.00
$10,875.00
$13,800.00
$950.00
$69,800.00
$30,000.00
$99,800.00

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DocuSign Envelope ID: 4841 CCBF-A286-4403-A6B6-6B24A0781 BEF Table 2. Hourly Rates
GUIDEPOST SERVICE LINES 2023 STANDARD
RATES
Desian Services: (Low voltage design and engineering of security systems, audio visual, infrastructure, network, and fire life safety systems, etc.) Principal / Project Lead $275
Senior Consultant/ Senior Project Manager/ Professional Engineer $250 Consultant/ Project Manager/ Technology Designer $185
Associate $175
BIM / REVIT Coordinator $140
Subject Matter Expert - Advisory (Security/ AV/ Fire / TEL) $225 Phvsical Securitv Consultina Services: (Security program evaluation, assessments, technology evaluation, GSOC planning, operational policies & procedures, contract security consulting, master planning, etc.)
Principal / Project Lead $275
Senior Consultant/ Project Manager $250
Consultant $200
!Associate $175
Subject Matter Expert - Advisory (Risk/ Operations/ Technology/ CPTED) $250 Risk & Emeraencv Manaaement Services: (Emergency action plans, crisis management, business continuity, high risk termination support, sensitive risk & threat assessments, behavior assessments, threat profile analysis)
Principal / Project Lead
Senior Consultant/ Manager
Consultant
!Associate
Subject Matter Expert - Advisory (Risk/ Operations/ Technology) Subject Matter Expert - Incident Response
Specialtv Rates: (Unique offerings)
Social Media Monitoring/ Analyst
Law Enforcement Liaison
Subject Matter Expert - Advisory (Executive Protection) Agreement with Guidepost Solutions LLC/Exhibit B-Schedule of Fees Rev. 07-01-18
$275
$250
$200
$175
$250
$350
$200
$300
$300

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EXHIBIT C

INSURANCE REQUIREMENTS
* Without limiting the Contractor's indemnification of the Authority, and prior to commencing any of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect, at its sole cost and expense, the following insurance policies with at least the indicated coverages, provisions and endorsements:

A. COMMERCIAL GENERAL LIABILITY INSURANCE

1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$1,000,000 each occurrence
$2,000,000 general aggregate
$2,000,000 products/completed operations aggregate
$1,000,000 personal injury

2. Exact structure and layering of the coverage shall be left to the discretion of Contractor; however, any excess or umbrella policies used to meet the required limits shall be at least as broad as the underlying coverage and shall otherwise follow form.

3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a "pay on behalf' basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.

B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01, with minimum policy limits of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned, non-owned and hired autos.

Agreement with Guidepost Solutions LLC/Exhibit C-lnsurance Requirements Rev. 07-01-18

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1. Workers' Compensation Insurance Policy as required by statute and employer's liability with the following limits: at least one million dollars ($1,000,000) policy limit Illness/Injury by disease, and one million dollars ($1,000,000) for each Accident/Bodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.

2. The indemnification and hold harmless obligations of Contractor included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Contractor or any subcontractor under any Workers' Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).

3. This policy must include a Waiver of Subrogation in favor of the Santa Clara Stadium Authority, its governing board, subordinate boards, commissions, officers, employees, volunteers and agents.

D. PROFESSIONAL LIABILITY
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against negligent acts, errors or omissions of the Contractor. Covered services as designated in the policy must specifically include work performed under this agreement. Coverage shall be in an amount of not less than one million dollars ($1,000,000) per claim or two million dollars ($2,000,000) aggregate. Any coverage containing a deductible or self-retention must first be approved in writing by the Stadium Authority Counsel's Office.

E. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be · part of each commercial general liability policy, and each umbrella or excess policy.

1. Additional Insureds. Santa Clara Stadium Authority, its governing board, subordinate boards, commissions, officers, employees, volunteers and agents ("Indemnified Parties") are hereby added as additional insureds in respect to liability arising out of Contractor's work for Authority, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85 or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.

2. Primary and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the indemnities may possess, including any self-insurance or self-insured retention they may have. Any other Agreement with Guidepost Solutions LLC/Exhibit C-lnsurance Requirements Rev. 07-01-18

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DocuSign Envelope ID: 4841 CCBF-A286-4403-A6B6-6B24A0781 BEF insurance indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor's insurance.

3. Cancellation.

4. a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non-payment of premiums shall be effective until written notice has been given to Authority at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of non-renewal.
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to Authority at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of nonrenewal.

Other Endorsements. Other endorsements may be required for policies other than the commercial general liability policy if specified in the description of required insurance set forth in Sections A through D of this Exhibit C, above.

F. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and Authority agree as follows:

1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Contractor agrees that upon request by Authority, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to Authority for review.

2. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge Authority or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to Authority. It is not the intent of Authority to reimburse any third party for the cost of complying with these requirements. There shall Agreement with Guidepost Solutions LLC/Exhibit C-lnsurance Requirements Rev. 07-01-18

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DocuSign Envelope ID: 4841 CCBF-A286-4403-A6B6-6B24A0781 BEF be no recourse against Authority for payment of premiums or other amounts with respect thereto.

3. The Authority reserves the right to withhold payments from the Contractor in the event of material noncompliance with the insurance requirements set forth in this Agreement.

G. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to Authority and as described in this Agreement. Contractor shall file with the Authority all certificates and endorsements for the required insurance policies for Authority's approval as to adequacy of the insurance protection.

H. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to Authority, or its representative as set forth below, at or prior to execution of this Agreement.

Upon Authority's request, Contractor shall submit to Authority copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to Authority pursuant to this Agreement shall be mailed to:

EBIX Inc.

Santa Clara Stadium Authority
P.O. Box 100085- S2 or 1 EbixWay
Duluth, GA 30096 John's Creek, GA 30097
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
I. QUALIFYING INSURERS
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the Authority or its insurance compliance representatives.

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DocuSign Envelope ID: 4841 CCBF-A286-4403-A6B6-6B24A0781 BEF

PREAMBLE

EXHIBIT D

SANTA CLARA STADIUM AUTHORITY
AND

CITY OF SANTA CLARA, CALIFORNIA

CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement ("Agreement") is by and between Guidepost Solutions LLC, a New York limited liability company, with its principal place of business located at 1130 Connecticut Avenue, Suite 520, Washington, DC 20036 ("Counterparty"), Santa Clara Stadium Authority, a joint powers agency created pursuant to Section 6532 of the California Government Code ("Authority"), and the City of Santa Clara, California, a chartered California municipal corporation with its primary business address at 1500 Warburton Avenue, Santa Clara, California 95050 ("City"). Authority, City and Counterparty may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
A. Counterparty and the Authority have agreed to enter into an Agreement for Services to analyze and prepare report(s) addressing 1) staffing procedures and protocols related to Levi's Stadium ticketing and security screening areas and 2) event impacts to neighboring communities, and make recommendations as needed to provide short and long term solutions that can be implemented for major events at Levi's Stadium;
B. To complete the Scope of Services outlined under the Agreement for Services, Counterparty, the Authority, and the City (the "Parties") will enter into discussions concerning confidential and sensitive security procedures at Levi's Stadium and the surrounding neighborhood ("Transaction");
C. It is anticipated that all materials, documents and information (including meetings and discussions) concerning the Transaction may be exchanged and shared by the Parties and are confidential ("Confidential Information"); and, D. The Parties desire to have any such Confidential Information kept in the strictest confidence and maintain their respective rights without making the Confidential Information general public or common knowledge.

The Parties agree as follows:

AGREEMENT PROVISIONS

1. DEFINITIONS.

As used herein, the following terms have the following meanings.

A. Confidential Information means information which is of a non-public, proprietary or confidential nature belonging to the Disclosing Party, Agreement with Guidepost Solutions LLC/Exhibit D-Confidentiality Agreement Rev. 02/01/15

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DocuSign Envelope ID: 4841 CCBF-A286-4403-A6B6-6B24A0781 BEF including without limitation, all personnel/staffing data and plans, operational materials, and other public safety sensitive information, reports and analyses, technical and economic data, studies, forecasts, trade secrets, research or business strategies, financial or contractual information, rates, certain sales market information, research, developmental, engineering, technical, marketing, sales, financial, operating, performance, cost, business and process information or data, know-how, and computer programming or other written or oral information. Confidential Information may be in any form whatsoever, including without limitation writings, recordings, electronic or oral data, computer programs, logic diagrams, component specifications, drawings or other media.

B. Disclosing Party is the Party to whom the Confidential Information originally belongs and who (after appropriate notice) shall bear the burden of pursuing legal remedies to retain confidentiality as set forth below in paragraphs 2E and 7.

C. Receiving Party is the Party to this Agreement who receives information designated as Confidential Information by the Disclosing Party.

2. EXCEPTIONS.

The Parties to this Agreement agree to maintain as confidential, to the extent permitted by law, all Confidential Information. Notwithstanding the foregoing and the provisions of paragraph 1, the term Confidential Information shall not include (and neither Party shall be under any obligation to maintain in confidence or not use) any information (or any portion thereof) disclosed to it by the other Party to the extent that such information:

A. is in the public domain at the time of disclosure; or B. at the time of or following disclosure, becomes generally known or available through no act or omission on the part of the Receiving Party; or C. is known, or becomes known, to the Receiving Party from a source other than the Disclosing Party or its Representatives (as defined herein), provided that disclosure by such source is not in breach of a confidentiality agreement with the Disclosing Party; or
D. is independently developed by the Receiving Party without violating any of its obligations under this Agreement; or
E. is legally required to be disclosed by judicial or other governmental action; provided, however, that prompt notice of such judicial or other governmental action shall have been given to the Disclosing Party and that the Disclosing Party shall be afforded the opportunity (consistent with the legal obligations of the Receiving Party) to exhaust all reasonable legal remedies to maintain the Confidential Information in confidence, in accordance with paragraph 7 below.

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DocuSign Envelope ID: 4841 CCBF-A286-4403-A6B6-6B24A0781 BEF Specific information shall not be within the exceptions of sub-part 2A to 2E above merely because it is embraced by more general information within such exceptions.

3. USE OF CONFIDENTIAL INFORMATION.

The Confidential Information (i) may be used by the Receiving Party solely in connection with performing the tasks required under the Agreement and (ii) will be kept confidential and not disclosed by the Receiving Party to any other person, except that Confidential Information may be disclosed to any of the Receiving Party's employees or consultants (collectively, its "Representatives") who require access to such information in connection with performing the tasks under the Agreement between the Parties. Each of the Parties agrees that any of its Representatives to whom Confidential Information is disclosed will be provided with a copy of this Agreement and will sign an acknowledgement of their responsibilities hereunder (Exhibit A). Each Party shall be responsible for any use of Confidential Information by any of its Representatives.

4. INFORMATION SECURITY
Receiving Party shall implement robust physical and electronic security measures which are regularly tested, audited, and updated, to protect the Confidential Information. This shall include systems for limitation of physical and electronic access on a need-to-know basis, and secure storage and transmission of both physical and electronic files. This shall also include systems and processes in place to monitor and detect unauthorized disclosures of Confidential Information, contingency plans and procedures to address any leaks/intrusions that are detected, and notification of potential data breach. These data security measures shall be in compliance with NIST 800-171, and preferably NIST 800- 172. It is also preferable that the vendor can demonstrate SOC2 and/or ISO 27001 compliance for their organization.

5. RIGHTS TO CONFIDENTIAL INFORMATION.

The parties agree that (i) all rights to Confidential Information disclosed pursuant to this Confidentiality Agreement are reserved to the Disclosing Party; (ii) nothing in this Confidentiality Agreement shall diminish or restrict in any way the rights that each Party has to market, lease, sell, or otherwise make available its own products and services to any other customer or third party; and (iii) no license or conveyance or any rights under any discoveries, inventions, or patents is granted or implied by either Party to the other.

6. TERM.

This Confidentiality Agreement shall commence as of the Effective Date of the Agreement and may be terminated by either Party on thirty (30) days prior written notice with respect to subsequent disclosures. The obligation to maintain the confidentiality of Confidential Information in Receiving Party's possession shall not expire.

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7. NO OBLIGATION TO DISCLOSE.

Nothing in this Agreement shall obligate either Party to disclose specific Confidential Information, which disclosure shall be at the Disclosing Party's sole discretion.

8. PUBLIC RECORDS ACT.

Counterparty acknowledges that City and Authority are public agencies subject to the requirements of the California Public Records Act. City and Authority acknowledge that Counterparty may submit information to them that Counterparty considers confidential, proprietary, or trade secret information pursuant the Uniform Trade Secrets Act (Cal. Civ. Code section 3426 et seq.), or otherwise protected from disclosure pursuant to an exemption to the California Public Records Act (Government Code section 7920.000, et seq.). Counterparty acknowledges that City and Authority may submit to Counterparty information that they consider confidential or proprietary or protected from disclosure pursuant to exemptions to the California Public Records Act. Upon request or demand of any third person or entity not a party to this Agreement ("Requester'') for production, inspection and/or copying of information designated by a Disclosing Party as Confidential Information, the Receiving Party as soon practical but within three (3) days of receipt of the request, shall notify the Disclosing Party that such request has been made, either by telephone call or electronic mail. The Disclosing Party shall be solely responsible for taking whatever legal steps are necessary to protect information deemed by it to be Confidential Information and to prevent release of information to the Requester by the Receiving Party. If the Disclosing Party takes no such action, after receiving the foregoing notice from the Receiving Party, the Receiving Party shall be permitted to comply with the Requester's demand and is not required to defend against it.

9. LIABILITY & INDEMNITY.

Receiving Party shall cooperate with the Disclosing Party in any efforts to prevent release of the Confidential Information. Each Party to this Agreement expressly acknowledges and agrees that breach of this Agreement would constitute or cause irreparable harm such that performance of this Agreement may be specifically ordered, and each Party to this Agreement has the right to enjoin the other to obtain specific performance of the rights, duties, and responsibilities contained herein. Receiving Party shall be liable to Disclosing Party for any liabilities, losses, damages, costs and expenses, including reasonable attorney's fees, resulting from any unauthorized disclosure of Confidential Information by Receiving Party or its Representatives and/or incurred in enforcing this Agreement. Receiving Party agrees to indemnify, defend and save harmless Disclosing Party from any and all third party claims, costs (including without limitation reasonable attorneys' fees}, and losses arising in any way as a result of a violation of this Agreement by Receiving Party or its Representatives.

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10. RETURN OF CONFIDENTIAL INFORMATION.

While this Agreement remains in effect, and for a period of ninety (90) days after termination, upon a Disclosing Party's request, the Receiving Party agrees to return to the Disclosing Party all Confidential Information in all forms.

Alternatively, at the Disclosing Party's discretion, Receiving Party may provide an officer's certificate certifying that all Confidential Information in all forms (hard copy and electronic versions included) has been destroyed, as promptly as practicable, but in all cases within thirty (30) days of the date of the request, all Confidential Information provided to the Receiving Party, including all copies of such Confidential Information, notes or other documents with respect to or reflecting such Confidential Information and materials derived from such Confidential Information in its possession or in the possession of its Representatives.

11. ENTIRE AGREEMENT.

This Agreement embodies all of the understandings between the Parties concerning the subject matter hereof, and merges all prior discussions and writings between them as to confidentiality of information other than as expressly provided in this Agreement, or as duly set forth subsequent to the date hereof in writing and signed by both Parties. This Agreement may not be assigned by either Party without the prior written consent of the other Party except in connection with the sale of all or substantially all of the business or assets of the assigning Party.

12. AUTHORITY.

Each Party represents and warrants to the other Party that it has the full unrestricted authority to disclose its Confidential Information and to discuss or enter into a Contract without breaching any agreement or commitment with another party(ies) which would prohibit such discussions, disclosure or Contract.

13. GOVERNING LAW.

This Agreement shall be governed by the laws of the State of California excluding its conflict of law rules. State and federal courts situated in the State of California shall have exclusive jurisdiction to resolve any disputes with respect to this agreement or the Confidential Information with each party irrevocably consenting to the jurisdiction thereof for any actions, suits or proceedings arising out of or relating to this Agreement or the Confidential Information.

14. SEVERABILITY.

The provisions of this Agreement are severable, and if any one or more of such provisions is determined to be judicially unenforceable, the remaining provisions shall nevertheless be binding and enforceable.

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DocuSign Envelope ID: 4841 CCBF-A286-4403-A6B6-6B24A0781 BEF

15. INDEPENDENT CONTRACTOR.

The Parties acknowledge that no agency, joint or other fiduciary relationship shall be deemed to exist or arise with respect to the matters addressed in this Agreement.

16. NO FURTHER AGREEMENTS HEREUNDER.

Neither Counterparty, Authority nor City or any parent, subsidiary or affiliate thereof, shall be under any obligation to enter into any further agreements with the other signatory to this Agreement or its parents, subsidiaries or affiliates of any nature whatsoever as a result of this Agreement. The Parties shall be free at all times to hold negotiations or enter into agreements with any other persons whatsoever (including with respect to projects under discussion by the Parties) in addition to or in lieu of the discussions hereunder and any such activities shall not be a breach of this Agreement or any obligations owed to the other Party hereunder. Each Party reserves the right, in its sole discretion, to decline and make, to retract or to reject at any time any proposal which has not yet become legally binding by execution of a written agreement between the Parties with respect thereto or with respect to any further agreements or business arrangements with the other Party, its parents, subsidiaries or affiliates and to terminate all further discussions and negotiations.

17. AMENDMENT.

This Agreement may not be modified, amended or waived except by a written instrument duly executed by both Parties.

18. WAIVER.

No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

19. ASSIGNMENT.

This Agreement may not be assigned by either Party without the prior written consent of the other and shall be binding on, and inure to the benefit of, the respective successors of the Parties.

20. HEADINGS.

The headings used herein are for aid in reference only and shall not be used to interpret the substantive portions of this Agreement.
[Continued on page 11]
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OocuSign Envelope ID: 4841 CCBF-A286-4403-A6B6-6824A0781 BEF This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument; and, the Parties agree that signatures on this Agreement, including those transmitted by facsimile, shall be sufficient to bind the Parties.

The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives. The Effective Date is the date that the final signatory executes the Agreement. It is the intent of the Parties that this Agreement shall become operative on the Effective Date.

APPROVED AS TO FORM:

SANTA CLARA STADIUM AUTHORITY
a California Joint Powers Agency
~
Dated: 11/tt/~
==ut· irector u=ty 1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241 -6771
"AUTHORITY"

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
APPROVED AS TO FORM:
"CITY"
it ag
Ity of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
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DocuSign Envelope ID: 4841 CCBF-A286-4403-A6B6-6B24A0781 BEF

GUIDEPOST SOLUTIONS LLC
a New York limited liability company
Dated: 11;22;2023
By: ==rr:s=~=lgn•:d\f=. ~=~="-1=1)=. - ---- (Sig~ .. cOl.<fleFSOn executing the Agreement on behalf of Counterparty)
Name: _Ji_m_H_a__,,__y_e_s ________________ _
Title: VP Sports, Entertainment and Government Affairs
Local 1130 Connecticut Avenue, Suite 520
Address: Washington, DC 20036
Email
Address: JHayes@guidepostsolutions .com
Telephone: (949) 378-2766
Fax: ~ _ ____,_ _________________ _ "COUNTERPARTY"
Agreement with Guidepost Solutions LLC/Exhibit D-Confidentiality Agreement Rev. 02/01/15

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EXHIBIT A

ACKNOWLEDGEMENT BY REPRESENTATIVES OF RECEIVING PARTY
I, [NAME], acknowledge and understand that [RECEIVING PARTY] has designated me as its Representative who requires access to Confidential Information in connection with performing the work or services [RECEIVING PARTY] is obligated to perform under its Agreement for Services with the Santa Clara Stadium Authority. My agreement to the terms of this Acknowledgement and the associated Confidentiality Agreement are a necessary prerequisite to my access to the Confidential Information. I acknowledge and understand that my receipt of, access to, use of, and handling of, Confidential Information is subject to the terms of the Confidentiality Agreement between the Parties.

I have received a copy of the Confidentiality Agreement together with this Acknowledgement, and I have read and understood my responsibilities under the Confidentiality Agreement.

I acknowledge and agree that I am bound by the terms of the Confidentiality Agreement.

Date: --------
Printed Name: ----------------
Signature: _________________ _
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Funding Agreement Page 1 of 9

FUNDING AGREEMENT
FOR LEVI’S STADIUM SECURITY AND NEIGHBORHOOD IMPACTS ASSESSMENT

PREAMBLE
This Funding Agreement (“Agreement”) is by and between Bay Area Host Committee, a California 501(c)(6) nonprofit corporation (“BAHC”), Forty Niners SC Stadium Company LLC, a Delaware limited liability company (“StadCo”), and the Santa Clara Stadium Authority, a joint powers agency created pursuant to Section 6532 of the California Government Code (“Authority”). Authority, StadCo, and BAHC may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. The Stadium Authority has entered into an Agreement for Services with Guidepost Solutions LLC (Guidepost), dated November 29, 2023 (Guidepost Agreement) to complete a review of security procedures and neighborhood impacts for major Levi’s Stadium NFL and Non-NFL events, in an amount not to exceed $99,800.

B. StadCo is the Tenant at Levi’s Stadium and leases the property for NFL events.

C. BAHC is responsible for coordination and planning of Super Bowl LX and FIFA World Cup 2026 games at Levi’s Stadium.

D. In the interest of collaboration with the Authority, StadCo and BAHC have agreed to fund certain Percentage of Costs (as defined below) in connection with the Guidepost Agreement. The Parties agree that this is a limited, one-time arrangement, and should not be construed as authority or precedent for any future requests by the Authority for funding.

In consideration of the recitals and mutual promises contained herein, the Parties agree as follows:

AGREEMENT PROVISIONS

1. PURPOSE OF AGREEMENT
The purpose of this Agreement is to provide for reimbursement to the Authority by StadCo and BAHC of their respective Percentage of Costs (as defined in Section 2 Funding Obligation below) in connection with the Guidepost Agreement.

2. FUNDING OBLIGATION
A. StadCo shall be responsible for payment of forty-five percent (45%) of the amounts due and payable to Guidepost under the terms of the Guidepost Agreement (collectively, “StadCo’s Percentage of Costs”). The maximum compensation for StadCo’s Percentage of Costs payable to Guidepost under the Funding Agreement Page 2 of 9
Guidepost Agreement is Forty-Four Thousand, Nine Hundred Ten Dollars and No Cents ($44,910.00). Under no circumstances will StadCo be obligated to pay Guidepost Solutions LLC more than the $44,910.00 total and for any costs that are not properly and clearly documented.

B. BAHC shall reimburse the Authority ten percent (10%) of the costs related to the Guidepost Agreement (collectively, “BAHC’s Percentage of Costs”) in accordance with this Agreement. The maximum compensation for BAHC’s Percentage of Costs payable to the Authority in connection with the Guidepost Agreement under the terms of this Agreement is Nine Thousand, Nine Hundred Eighty Dollars and No Cents ($9,980.00). Under no circumstances will BAHC reimburse the Authority for more than the $9,980.00 total and for any costs that are not properly and clearly documented.

3. CONFIDENTIALITY OF WRITTEN MATERIAL
A. Upon completion of the services by Guidepost Solutions LLC, StadCo and BAHC shall be provided a copy of all analysis, reports, work product, and other final documents (collectively, “Written Material”) generated by Guidepost Solutions LLC for the Authority under such agreement or otherwise shared with Authority. Written Material received by StadCo and BAHC is deemed Confidential Information as defined in subsection B below and shall be governed by the terms of this Section 3. All Written Materials are subject to redaction by the Authority to protect public safety and security data and information before its distribution to BAHC.

B. "Confidential Information” means, with respect to a Party hereto, all information or material which either (1) is marked or identified as “Confidential,” “Restricted,” or “Proprietary Information” or other similar marking or identification, or (2) the other Party knew, as recipient, or under the circumstances, should have known, was considered confidential or proprietary by the Disclosing Party (as defined below). Confidential Information shall consist of all information, whether in written, oral, electronic, or other form, furnished in connection with this Agreement by the Disclosing Party or its Representatives (“Representative” is defined as any elected and appointed officials, affiliate, director, officer, employee, agent, advisor or consultant of a Party or any of its subsidiaries or affiliates) to the Receiving Party (as defined below) or to its Representatives.

C. StadCo and BAHC shall hold the Authority’s Confidential Information in confidence. No Party shall make the Authority's Confidential Information available in any form to any third party or use the other's Confidential Information for any purpose other than as specified in this Agreement. The Party providing Confidential Information (“Disclosing Party”) to the other Party (“Receiving Party”) shall remain the sole owner of such information. Except as provided elsewhere within this Agreement, nothing contained in this Agreement shall be construed as granting or conferring any right or license in any Confidential Information or in any patents, copyrights, software or other technology, either expressly or by implication to the Receiving Party, or to its Representatives or to others. The Funding Agreement Page 3 of 9
term Confidential Information shall not include any of the following: (1) information already in possession of, or already known to, the Receiving Party as of the Effective Date without an obligation of confidentiality; (2) information in the public domain at the time of the disclosure, or which, after such disclosure, enters into the public domain through no breach of this Agreement by the Receiving Party or its Representative(s); (3) information lawfully furnished or disclosed to the Receiving Party by a non-party to this Agreement without any obligation of confidentiality and through no breach of this Agreement by the Receiving Party or its Representative(s); (4) information independently developed by the Receiving Party without use of any Confidential Information of the Disclosing Party; or (5) information authorized in writing by the Disclosing Party to be released from the confidentiality obligations herein.

D. This Agreement does not diminish, revoke or supersede any existing confidentiality, non-disclosure or similar agreement between the Parties that does not pertain to the subject matter of this Agreement. However, any Confidential Information, whether or not previously disclosed, that pertains to the subject matter of this Agreement shall be governed by the terms of this Section 3 which shall supersede any such previous agreement with respect to such Confidential Information and any Confidential Information relating to the subject matter of this Agreement that was exchanged under such previous agreement shall be treated as though it was exchanged under this Agreement as of the date of such exchange.

E. The Receiving Party will treat all Confidential Information of the Disclosing Party, no matter written, electronic, or oral, as confidential and proprietary, and the Receiving Party shall only use such information in furtherance of this Agreement. As such, the Receiving Party shall hold in confidence the Confidential Information of the Disclosing Party and ensure that such Confidential Information is not disclosed to any other person or entity, except as expressly permitted by this Agreement or as authorized in writing by the Disclosing Party.

The Receiving Party shall not disclose Confidential Information of the Disclosing Party received under this Agreement to any person other than its Representatives who require knowledge of such Confidential Information in furtherance of this Agreement. The Receiving Party shall inform its Representatives of the confidential nature of the Confidential Information of the Disclosing Party and advise such Representatives of the limitations on the use and disclosure and prohibition on making copies or summaries of such Confidential Information. The Receiving Party shall be responsible for any breach of this Agreement by its Representatives. Neither Party shall use the Confidential Information of the other Party for any commercial purpose.

F. If the Receiving Party becomes legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information of the Disclosing Party or is requested Confidential Information pursuant to the California Public Records Act or similar law, the Receiving Party will provide the Disclosing Party with written notice of such an occurrence (if so permitted) as Funding Agreement Page 4 of 9
soon as possible. Thereafter, at its sole costs and expense, the Disclosing Party may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. If the disclosing Party (i) waives compliance, (ii) fails to respond to the Receiving Party within five (5) business days, or (iii) after providing the notice and assistance required under this Section, the Receiving Party remains required by law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose.

So long as it is consistent with applicable law, the Receiving Party will not oppose action by, and the Receiving Party will cooperate with, the Disclosing Party, at the Disclosing Party’s sole cost and expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. If the Disclosing Party fails to obtain such protective order or other remedy, or if the Disclosing Party waives compliance with the requirements of the preceding sentence, the Receiving Party will disclose only that Confidential Information that it is legally required to disclose, and will exercise commercially reasonable efforts, at Disclosing Party’s expense, to obtain reliable assurance that confidential treatment will be accorded the Confidential Information so disclosed.

G. In the event the Receiving Party discloses, disseminates or releases any Confidential Information, except as expressly permitted by this Agreement, such disclosure, dissemination or release will be deemed a material breach of this Agreement and the Disclosing Party may demand prompt return of all Confidential Information previously provided to the Receiving Party. As soon as the Receiving Party becomes aware that it has made an unauthorized disclosure of Confidential Information, the Receiving Party shall take any and all necessary actions to recover the improperly disclosed Confidential Information and immediately notify Disclosing Party regarding the nature of the unauthorized disclosure and the corrective measures being taken. Each Party agrees that any breach of their confidentiality obligations could cause irreparable harm to the other Party, the amount of which would be extremely difficult to estimate.

Accordingly, it is understood and agreed that monetary damages would not be a sufficient remedy for any material breach of this Agreement and that specific performance and injunctive relief shall be appropriate remedies for any breach or any threat of such breach. The Parties shall not be entitled to, and hereby waive, any monetary claims (including attorneys’ fees) for, or damages arising from or related to, a breach of this Agreement.

H. Notwithstanding the termination of this Agreement, this Confidentiality Section shall survive the expiration or earlier termination of this Agreement

4. PAYMENT OF ELIGIBLE COSTS
Invoices with reasonable supporting documentation (i.e., copies of receipts, statements, proof of purchase) will be submitted to StadCo and BAHC evidencing StadCo and BAHC’s respective Percentage of Costs in relation to Guidepost Solutions LLC’s provision of services based on hours expended and Funding Agreement Page 5 of 9
reimbursable expenses, as provided for under Exhibit B – Schedule of Fees in the Agreement between Authority and Guidepost Solutions LLC. StadCo shall submit payment to Guidepost Solutions LLC within thirty (30) days of receipt of invoices. BAHC shall submit payment to the Authority within thirty (30) days of receipt of invoices.

5. TERM; TERMINATION OF AGREEMENT
A. The term of this Agreement shall be from the Effective Date until the date the services identified in Recital A have been fully performed and paid for, unless terminated earlier.

B. Any Party may terminate this Agreement without cause by giving the other Parties written notice (“Notice of Termination”) which clearly expresses that Party’s intent to terminate the Agreement. Notice of Termination shall become effective no less than ten (10) calendar days after all Parties receive such notice.

StadCo and BAHC shall have no obligation to pay any of their respective Percentage of Costs incurred on or after the effective date of the termination, but shall remain responsible for their respective Percentage of Costs incurred prior to the effective date of the termination.

C. In the event of termination of this Agreement, the Authority shall prepare a statement of all StadCo and BAHC’s respective Percentage of Costs with reasonable supporting documentation (as described above) incurred by the Authority. StadCo and BAHC will only reimburse the Authority for any of their respective Percentage of Costs incurred prior to the effective date of the termination.

6. AMENDMENT
This Agreement may only be amended in a writing signed by all Parties. The Authority, StadCo, and BAHC acknowledge and agree that subsequent parties may be added to this Agreement by way of amendment to establish such subsequent parties’ responsibility for their respective Percentage of Costs.

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

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

Funding Agreement Page 6 of 9

9. WAIVER
Waiver of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement.

10. NOTICES
All notices to the Parties shall, unless otherwise requested in writing, be sent to the Authority addressed as follows:

Santa Clara Stadium Authority
Attention: Jovan D. Grogan, Executive Director
1500 Warburton Avenue
Santa Clara, California 95050
or by facsimile at (408) 247-9857
to StadCo addressed as follows:

Forty Niners SC Stadium Company LLC
Attention: Peter Wilhelm, Chief Financial Officer
Forty Niners SC Stadium Company, LLC
SAP Performance Facility
4949 Marie P. DeBartolo Way
Santa Clara, CA 95054
to BAHC addressed as follows:

Nixon Peabody LLP
One Embarcadero Center, 32nd Floor
San Francisco, CA 94111
United States of America
Attention: Robert A. Weikert ([email protected]) Sonia A. Nayak ([email protected])
Matthew Richards ([email protected])
Copy: Zaileen Janmohamed ([email protected]) Ruth Mizobe Shikada ([email protected]) If notice is sent via facsimile, a signed, hard copy of the material shall also be mailed. The workday the facsimile was sent shall control the date notice was deemed given if there is a facsimile machine generated document on the date of transmission. A facsimile transmitted after 1:00 p.m. on a Friday shall be deemed to have been transmitted on the following Monday.

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11. CAPTIONS
The captions of the various sections, paragraphs and subparagraphs of this Agreement are for convenience only and shall not be considered or referred to in resolving questions of interpretation.

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

13. COUNTERPARTS AND SIGNATURES
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument, and the Parties agree that signatures on this Agreement, including those transmitted by facsimile, shall be sufficient to bind the Parties.

SANTA CLARA STADIUM AUTHORITY
a California joint powers agency
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
“AUTHORITY”

FORTY NINERS SC STADIUM COMPANY LLC
a Delaware limited liability company
By:
(Signature)
Name:

Title:

Date:
“STADCO”
Funding Agreement Page 9 of 9

BAY AREA HOST COMMITTEE
a California 501(c)(6) nonprofit corporation
Dated:_________________________
By:
(Signature)
Name:

Title:

Local
Address:

Email
Address:

Telephone: ( )
Fax: ( )
“BAHC”
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-792 Agenda Date: 8/27/2024

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on Stadium Manager’s Request to Approve an Amendment No. 1 to the Agreement with ACCO Engineered Systems, Inc. and an Amendment No. 2 to the Agreement with O.C. McDonald Co., Inc. to Extend the Term and Increase Rates for Mechanical and Plumbing Maintenance and Repair Services at Levi’s Stadium

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

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

As described in an August 24, 2021 report to the Stadium Authority Board (Board), the Stadium Manager conducted a Request for Proposal (RFP) process for mechanical and plumbing maintenance and repair services for the Stadium. Four proposals were received and through the evaluation process, ACCO Engineered Systems, Inc. and O.C. McDonald Co., Inc. were selected as the most competitive and responsive bidders to perform the required scope of work. The Stadium Manager recommended award to both vendors for the purpose of having master agreements in place for mechanical and plumbing maintenance repair services and planned to use the vendors for specific task orders and award work based on responsiveness, availability, cost, and expertise. On August 24, 2021, the Stadium Authority Board approved the Stadium Manager’s request to execute agreements with both vendors to perform mechanical and plumbing maintenance and repair services at Levi’s Stadium.

The Agreement with ACCO Engineered Systems, Inc. (Attachment 1) and the Agreement with O.C.

McDonald Co., Inc. (Attachment 2) each include an initial term of three years with the option to extend for two additional one-year periods, in an amount not to exceed $250,000 per contract year, for a total not to exceed amount of $750,000 over the three-year period beginning September 7, 2021 through September 6, 2024. The Board’s August 24, 2021 approval did not include authority to exercise the two optional one-year extensions for either agreement.

On July 22, 2024, the Stadium Authority Executive Director (Executive Director) approved a request from the Stadium Manager to complete an emergency temporary domestic boiler project at Levi’s Stadium. Santa Clara City Code Sections 2.105.260 and 17.30.050 provide authority respectively for City and Stadium Authority emergency purchases for various reasons, including health and safety City of Santa Clara Page 1 of 5 Printed on 8/23/2024
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risks. The Fiscal Year 2024/25 Stadium Authority Capital Expense (CapEx) Budget includes a Plumbing - Boilers line item in the amount of $735,000 for the replacement of the permanent domestic boiler, which the Stadium Manager planned to complete in 2025. However, the existing domestic boiler deteriorated more rapidly than originally anticipated thus necessitating a temporary bypass allowing for a mobile domestic boiler to be put in place in the event the existing permanent domestic boiler fails. The Stadium Manager advised that failure of the existing domestic boiler would result in no hot water being available at the Stadium. Hot water serves numerous health and safety purposes and is essential for the safe operation of the Stadium.

The Stadium Manager obtained quotes from ACCO Engineered Systems, Inc. and O.C. McDonald Co., Inc. for the emergency project and received a lower estimate from the latter, in the amount of $280,414 (project estimate plus a 10% contingency). As part of the Stadium Manager’s emergency request, the Executive Director approved an Amendment No. 1 to the existing Agreement with O.C.

McDonald Co. (Attachment 4) to increase the not to exceed amount by $254,922 (from $250,000 to $504,922) for the third year of the agreement term and use of the Plumbing - Boilers CapEx Project funds to cover the costs associated with the temporary domestic boiler project.

The Stadium Manager has a continued need for the mechanical and plumbing maintenance and repair services and is requesting approval to execute the following:

1. An Amendment No. 1 to the Agreement with ACCO Engineered Systems, Inc. (Attachment 4) that will 1) extend the term for one year beginning September 7, 2024 through September 6, 2025, with an option to extend for one additional year, in an amount not to exceed $250,000 for the fourth contract year and a total not to exceed amount of $1,000,000 over the entire four -year term, and 2) increase compensation rates for the fourth contract year.

2. An Amendment No. 2 to the Agreement with O.C. McDonald Co., Inc. (Attachment 5) that will 1) extend the term for one year beginning September 7, 2024 through September 6, 2025, with an option to extend for one additional year, in an amount not to exceed $250,000 for the fourth contract year and a total not to exceed amount of $1,254,922 over the entire four-year term, and 2) increase compensation rates for the fourth contract year.

The Recommendation Memo submitted by the Stadium Manager describes the request and justification for the rate increases in more detail (Attachment 6).

DISCUSSION
The Stadium is a 1.8 million square foot facility that utilizes complex mechanical and plumbing components throughout the Stadium. The Stadium Manager entered into the existing agreements with ACCO Engineered Systems, Inc. and O.C. McDonald Co., Inc. to establish a list of qualified and experienced contractors to provide maintenance and repair services on an as needed basis and has a continued need for such services.

As described in the Stadium Manager’s Recommendation Memo, the Stadium Manager utilizes the agreements by obtaining quotes from both contractors and issuing task orders for services based on lowest cost and availability. Below is a summary of expenditures during the initial term of the agreements:

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ACCO Engineered Systems, Inc.
· Contract Year One: $237,013.13
· Contract Year Two: $244,417.20
· Contract Year Three: $174,017.43
O.C. McDonald Co., Inc.
· Contract Year One: $0.00
· Contract Year Two: $37,424.02
· Contract Year Three: $254,922
Both contractors are proposing rate increases due to labor union contracts and cost of living adjustments, among other things.

ACCO Engineered Systems, Inc.’s proposed rate increase for year four ranges from 3.5% to 10%.

The vendor provided cost of living adjustments, market conditions, and union contracts as reasons for the proposed rate increase. Rate increases were previously implemented once for year two of the agreement with ACCO Engineered Systems, Inc. (Attachment 7).

O.C. McDonald Co., Inc. did not have any rate increases during the three-year term and has proposed rate increases for the first time in the year four which ranges from 1.75% to 20.19% for daily weekday rates to substantiate increases associated with the vendor’s annual Union Labor Agreement for labor rates, which were updated in June to reflect the cost of living in the region for 2024-25.

The existing agreements’ Exhibit G - Rate Schedule includes language that allows for rate increases:
“Contractor may request adjustments to the billable labor rates on each one-year anniversary during the initial three-year term of the agreement, plus any one year options to renew the agreement after the initial term. Contractor must demonstrate to the satisfaction of the Stadium Manager that a price increase is warranted. Price adjustments are subject to Stadium Manager's approval. Increases shall not exceed 3% annually, unless prevailing wage increases by more than 3%.” The Stadium Manager is proposing to move forward with amending the agreements with the described rate increases reflected in each proposed amendment’s respective Exhibit G-1 and to update the Exhibit G-1 - Rate Schedule language to also reflect rate increases that may exceed 3% annually due to union labor contract increases.

Based on the information above and review of the Stadium Manager’s request and supporting documentation, staff recommends approval of the Stadium Manager’s request to execute an Amendment No. 1 to the Agreement with ACCO Engineered Systems, Inc. and Amendment No. 2 to the Agreement with O.C. McDonald Co., Inc. to ensure continuity of mechanical and plumbing maintenance and repair services at Levi’s Stadium.

The Stadium Authority Counsel’s Office has reviewed both amendments to the agreements for comparison to the Stadium Authority’s customary language. Nothing in the proposed amendments changes the Stadium Authority’s rights under the Management Agreement and specifically with respect to any dispute that may arise from the Stadium Manager’s obligations under the Management Agreement.

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The Stadium Authority reserves all rights to confirm and dispute charges by and payments to the Stadium Manager during a fiscal year-end reconciliation/true-up, including but not limited to changes based on improper allocation, calculation, lack of support, or failure to comply with the Parties’ contracts or California law. The Stadium Authority may raise related questions before the fiscal yearend reconciliation/true-up, which the Stadium Manager agrees to assess and respond to in good faith.

ENVIRONMENTAL REVIEW
The actions being considered do not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(a) as it has no potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment or pursuant to CEQA Guidelines section 15378(b)(4) in that it is a fiscal activity that does not involve any commitment to any specific project which may result in a potential significant impact on the environment.

FISCAL IMPACT
The Stadium Authority Fiscal Year (FY) 2024/25 Budget contains Shared Stadium Expenses such as Security, Stadium Operations, Engineering, Guest Services, and Groundskeeping. Shared Stadium Expenses are split 50/50 between the Stadium Authority and StadCo per the Stadium Lease. There are sufficient funds in the FY 2024/25 Shared Stadium Expenses Engineering line item to cover the Stadium Authority’s fifty percent (50%) of the Shared Stadium Expenses portion of the agreement costs for both agreements’ respective fourth contract year (up to $125,000 per agreement). As the agreement extensions cover multiple fiscal years, the terms for subsequent fiscal year(s) will be conditioned upon approval of the Stadium Authority budget for the applicable fiscal year.

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

RECOMMENDATION

1. Approve the Stadium Manager’s request to execute an Amendment No. 1 to the Agreement with ACCO Engineered Systems, Inc. to extend the term for one year beginning September 7, 2024 to September 6, 2025 with an option to extend for one additional year, in an amount not to exceed $250,000 for the fourth contract year and a total not to exceed amount of $1,000,000 and increase compensation rates for the fourth contract year, subject to budget appropriations; and

2. Approve the Stadium Manager’s request to execute an Amendment No. 2 to the Agreement with O.C. McDonald Co., Inc. to extend the term for one year beginning September 7, 2024 to September 6, 2025 with an option to extend for one additional year, in an amount not to exceed $250,000 for the fourth contract year and a total not to exceed amount of $1,254,922 over the four year term and increase compensation rates for the fourth contract year, subject City of Santa Clara Page 4 of 5 Printed on 8/23/2024
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to budget appropriations.

Reviewed by: Chuck Baker, Assistant Executive Director
Approved by: Jovan D. Grogan, Executive Director

ATTACHMENTS

1. Agreement with ACCO Engineered Systems, Inc.

2. Agreement with O.C. McDonald Co., Inc.

3. Amendment No. 1 to the Agreement with O.C. McDonald Co., Inc.

4. Proposed Amendment No. 1 to the Agreement with ACCO Engineered Systems, Inc.

5. Proposed Amendment No. 2 to the Agreement with O.C. McDonald Co., Inc.

6. Stadium Manager’s Recommendation Memo

7. ACCO Engineered Systems, Inc.’s Rate Increase Summary City of Santa Clara Page 5 of 5 Printed on 8/23/2024
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Contract Number: 10071- B

FORTY NINERS STADIUM MANAGEMENT COMPANY LLC

LEVI' S STADIUM MECHANICAL AND PLUMBING MAINTENANCE AND REPAIR SERVICES

CONTRACT

1. PARTIES AND DATE.

This Contract is made and entered into this Seventh day of September, 2021 by and between the Forty Niners Stadium Management Company LLC, a Delaware limited liability company (" Stadium Manager") and ACCO Engineered Systems, Inc., with its principal place of business at 888 E. Walnut St., Pasadena, CA 91101 (" Contractor"). Stadium Manager and Contractor are sometimes individually referred to as " Party" and collectively as " Parties" in this Contract.

2. RECITALS.

2. 1 Stadium Manager. Stadium Manager seeks to contract for services necessary to achieve its purpose.

2. 2 Contractor. Contractor desires to perform and assume responsibility for the provision of certain maintenance and repair services required by the Stadium Manager on the terms and conditions set forth in this Contract and in the task order(s) to be issued pursuant to this Contract and executed by the Stadium Manager and Contractor (" Task Order"). Contractor represents that it is duly licensed and experienced in providing Levi' s Stadium mechanical and plumbing maintenance and repair services, that it and its employees or subcontractors have all necessary licenses and permits to perform the services in the State of California, and that it is familiar with the plans of Stadium Manager. Contractor must have the requisite licenses for work performed under this Contract.

2. 3 Project. Stadium Manager desires to engage Contractor to render such services for the Levi' s Stadium Mechanical and Plumbing Maintenance and Repair (" Project") as set forth in this Contract on an as- needed basis. There is no guarantee of any of work under this Contract other than what is specified herein or that the not- to- exceed compensation amount set forth herein will be spent.

2. 4 Proiect Documents & Certifications. Contractor has obtained, and delivers concurrently herewith, a performance bond, a payment bond, and all insurance documentation, as required by the Contract.

3. TERMS

3. 1 Incorporation of Documents. This Contract includes and hereby incorporates in full by reference the following documents, including all exhibits, drawings, specifications and documents therein, and attachments and addenda thereto:

Scope of Work (Exhibit "A")
Plans and Specifications ( Exhibit " B")
Special Conditions ( Exhibit " C")

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Contract Number: 10071- B
Contractor' s Certificate Regarding Workers' Compensation ( Exhibit " D") Public Works Contractor Registration Certification ( Exhibit " E") Payment and Performance Bonds ( Exhibit " F")
Rate Schedule ( Exhibit " G")
Sample Task Order Form ( Exhibit " H")
Levi' s Stadium Jobsite Rules ( Exhibit " I")
Addenda
Change Orders executed by the Stadium Manager
2018 Edition of the Standard Specifications for Public Works Construction The Greenbook), Excluding Sections 1- 9
Notice Inviting Bids, if any
Instructions to Bidders, if any
Contractor' s Bid, if any

3. 2 Contractor' s Basic Obligation; Scope of Work. Contractor promises and agrees, at its own cost and expense, to furnish to the Stadium Manager all labor, materials, tools, equipment, services, and incidental and customary work necessary for the Project ( hereinafter sometimes referred to as the " Work"). The type of Work to be provided is described in Exhibit "A" attached hereto and incorporated herein by reference and in the individual Task Orders issued by the Stadium Manager. No Work shall be performed unless authorized by this Contract and by a
fully executed Task Order in the form attached hereto as Exhibit " H". All Work shall be subject to, and performed in accordance, with this Contract, any relevant Task Order, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. Special Conditions, if any, relating to the Work are described in Exhibit "C" attached hereto and incorporated herein by this reference.

3. 2. 1 Change in Scope of Work. Any change in the scope of the Work, method of performance, nature of materials or price thereof, or any other matter materially affecting the performance or nature of the Work shall not be paid for or accepted unless such change, addition or deletion is approved in writing by a valid change order executed by the Stadium Manager.

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

3. 2. 2 Substitutions/" Or Equal". Pursuant to Public Contract Code Section 3400( b), the Stadium Manager may make a finding that designates certain products, things, or services by specific brand or trade name. Unless specifically designated in this Contract, whenever any material, process, or article is indicated or specified by grade, patent, or proprietary name or by name of manufacturer, such Specifications shall be deemed to be used for the purpose of facilitating the description of the material, process or article desired and shall be deemed to be followed by the words " or equal."
Contractor may, unless otherwise stated, offer for substitution any material, process or article which shall be substantially equal or better in every respect to that so indicated or specified in this Contract. However, the Stadium Manager may have adopted certain uniform

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standards for certain materials, processes and articles. Contractor shall submit requests, together with substantiating data, for substitution of any" or equal" material, process or article no later than thirty-five ( 35) days after award of the Contract. To facilitate the repair schedule and sequencing, some requests may need to be submitted before thirty-five ( 35) days after award of Contract.

Provisions regarding submission of " or equal" requests shall not in any way authorize an extension of time for performance of this Contract. If a proposed " or equal" substitution request is rejected, Contractor shall be responsible for providing the specified material, process or article.

The burden of proof as to the equality of any material, process or article shall rest with Contractor.

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

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

Contractor shall bear all of the Stadium Manager' s costs associated with the review of substitution requests. Contractor shall be responsible for all costs related to a substituted " or equal" material, process or article. Contractor is directed to the Special Conditions if any) to review any findings made pursuant to Public Contract Code Section 3400.

3. 3 Period of Performance and Liquidated Damages. The term of this Contract shall commence on the date first set forth above and expire on September 6, 2024, unless earlier terminated as provided herein. Contractor shall complete the Work within the term of this Contract, and shall meet any other established schedules and deadlines set forth in the Task Order( s). All applicable indemnification provisions of this Contract shall remain in effect following the termination of this Contract. The Parties may, by mutual, written consent, further extend the term of this Contract for two ( 2) additional one ( 1) year periods. Pursuant to Government Code Section 53069.85, Contractor shall pay to the Stadium Manager as fixed and liquidated damages a fixed dollar amount per day for each and every calendar day of delay beyond any completion schedule, repair schedule or Project milestones established pursuant to the Contract and any Task Order( s). The daily liquidated damages amount will be determined for each separate Task Order and will be set forth in that Task Order.

3. 4 Standard of Performance; Performance of Employees. Contractor shall perform all Work under this Contract in a skillful and workmanlike manner, and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Work. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Work assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Work, including any required business license, and that such licenses and approvals shall be maintained throughout the term

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of this Contract. Contractor shall perform, at its own cost and expense and without reimbursement from the Stadium Manager, any work necessary to correct errors or omissions which are caused by Contractor' s failure to comply with the standard of care provided for herein. Any employee who is determined by the Stadium Manager to be uncooperative, incompetent, a threat to the safety of persons or the Work, or any employee who fails or refuses to perform the Work in a manner acceptable to the Stadium Manager, shall be promptly removed from the Project by Contractor and shall not be re- employed on the Work.

3. 5 Control and Payment of Subordinates; Contractual Relationship. Stadium Manager retains Contractor on an independent contractor basis and Contractor is not an employee of Stadium Manager. Any additional personnel performing the work governed by this Contract on behalf of Contractor shall at all times be under Contractor' s exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance under this Contract and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance.

3. 6 Stadium Manager' s Basic Obligation. Stadium Manager agrees to engage and does hereby engage Contractor as an independent contractor to furnish all materials and to perform all Work according to the terms and conditions herein contained for the sum set forth above. Except as otherwise provided in the Contract, the Stadium Manager shall pay to Contractor, as full consideration for the satisfactory performance by Contractor of the services and obligations required by this Contract, the below- referenced compensation in accordance with compensation provisions set forth in the Contract.

3. 7 Compensation and Payment.

3. 7. 1 Amount of Compensation. As consideration for performance of the Work required herein, Contractor shall receive compensation, including authorized reimbursements, for all Work rendered under this Contract at the rates set forth in Exhibit " G" attached hereto and incorporated herein by reference. The maximum compensation for Work to be provided pursuant to each Task Order shall be set forth in the relevant Task Order. The total compensation to be provided under this Contract by Stadium Manager to Contractor, in the aggregate, shall not exceed Two Hundred Fifty Thousand Dollars ($ 250, 000. 00) (" Total Contract Price") per contract year without the written approval of the Stadium Manager. The term for subsequent fiscal years shall be conditioned upon approval of the Stadium Authority budget for the applicable fiscal year that includes the amounts under this Contract.

3. 7. 2 Payment of Compensation. Contractor shall submit to Stadium Manager a monthly itemized statement which indicates Work completed by Contractor in a format acceptable to the Stadium Manager. The statement shall describe the amount of Work and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. These statements shall be supported by evidence which is required by this Contract and such other documentation as the Stadium Manager may require. The Contractor shall certify that the Work for which payment is requested has been done and that the materials listed are stored where indicated.

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3. 7. 3 Prompt Payment. Stadium Manager shall review and pay all progress payment requests in accordance with the provisions set forth in Section 20104. 50 of the California Public Contract Code. However, no progress payments will be made for Work not completed in accordance with this Contract. Contractor shall comply with all applicable laws, rules and regulations relating to the proper payment of its employees, subcontractors, suppliers or others.

3. 7.4 Deductions and Withholdings. The Stadium Manager may deduct from each progress payment an amount necessary to protect Stadium Manager from loss because of: ( 1) liquidated damages which have accrued as of the date of the application for payment; ( 2) any sums expended by the Stadium Manager in performing any of Contractor' s obligations under the Contract which Contractor has failed to perform or has performed inadequately; ( 3) defective Work not remedied; ( 4) stop notices as allowed by state law; ( 5) reasonable doubt that the Work can be completed for the unpaid balance of the Total Contract Price or within the scheduled completion date; ( 6) unsatisfactory prosecution of the Work by Contractor; ( 7) unauthorized deviations from the Contract; ( 8) failure of Contractor to maintain or submit on a timely basis proper and sufficient documentation as required by the Contract or by Stadium Manager during the prosecution of the Work; ( 9) erroneous or false estimates by Contractor of the value of the Work performed; ( 10) any sums representing expenses, losses, or damages as determined by the Stadium Manager, incurred by the Stadium Manager for which Contractor is liable under the Contract; and ( 11) any other sums which the Stadium Manager is entitled to recover from Contractor under the terms of the Contract or pursuant to state law, including Section 1727 of the California Labor Code. The failure by the Stadium Manager to deduct any of these sums from a progress payment shall not constitute a waiver of the Stadium Manager' s right to such sums.

3. 7. 5 Substitutions for Contract Deductions and Withholdings. In accordance with California Public Contract Code Section 22300, the Stadium Manager will permit the substitution of securities for any monies withheld by the Stadium Manager to ensure performance under the Contract. At the request and expense of Contractor, securities equivalent to the amount withheld shall be deposited with the Stadium Manager, or with a state or federally chartered bank in California as the escrow agent, and thereafter the Stadium Manager shall then pay such monies to Contractor as they come due. Upon satisfactory completion of the Contract, the securities shall be returned to Contractor. For purposes of this Section and Section 22300 of the Public Contract Code, the term " satisfactory completion of the contract" shall mean the time the Stadium Manager has issued written final acceptance of the Work and filed a Notice of Completion as required by law and provisions of this Contract. Contractor shall be the beneficial owner of any securities substituted for monies withheld and shall receive any interest thereon. The escrow agreement used for the purposes of this Section shall be in the form provided by the Stadium Manager.

3. 7. 6 Title to Work. As security for partial, progress, or other payments, title to Work for which such payments are made shall pass to the Stadium Manager, or its designee, at the time of payment. To the extent that title has not previously been vested in the Stadium Manager, or its designee, by reason of payments, full title shall pass to the Stadium Manager, or its designee, at delivery of the Work at the destination and time specified in this Contract. Such transferred title shall in each case be good, free and clear from any and all security interests, liens, or other encumbrances. Contractor promises and agrees that it will not pledge, hypothecate, or otherwise encumber the items in any manner that would result in any lien, security interest, charge, or claim upon or against said items. Such transfer of title shall not imply acceptance by the Stadium Manager or its designee, nor relieve Contractor from the responsibility

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to strictly comply with the Contract, and shall not relieve Contractor of responsibility for any loss of or damage to items.

3. 7. 7 Labor and Material Releases. Contractor shall furnish Stadium Manager with labor and material releases from all subcontractors performing work on, or furnishing materials for, the Work governed by this Contract prior to final payment by Stadium Manager.

3. 78 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720 et seq., and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq., (" Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on " public works" and " maintenance" projects. Since the Work is being performed as part of an applicable " public works" or maintenance" project, as defined by the Prevailing Wage Laws, and since the total compensation is $ 1, 000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Stadium Manager shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Contract. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Work available to interested parties upon request, and shall post copies at Contractor' s principal place of business and at the project site. Contractor shall defend, indemnify and hold the Indemnified Parties ( defined below) free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. Contractor and any subcontractor shall forfeit a penalty of up to $ 200 per calendar day or portion thereof for each worker paid less than the prevailing wage rates.

3. 7. 9 Apprenticeable Crafts. When Contractor employs workmen in an apprenticeable craft or trade, Contractor shall comply with the provisions of Section 1777. 5 of the California Labor Code with respect to the employment of properly registered apprentices upon public works. The primary responsibility for compliance with said Section for all apprenticeable occupations shall be with Contractor. The Contractor or any subcontractor that is determined by the Labor Commissioner to have knowingly violated Section 1777. 5 shall forfeit as a civil penalty an amount not exceeding $ 100 for each full calendar day of noncompliance, or such greater amount as provided by law.

3. 7. 10 Hours of Work. Contractor is advised that eight ( 8) hours labor constitutes a legal day' s work. Pursuant to Section 1813 of the California Labor Code, Contractor shall forfeit a penalty of$ 25.00 per worker for each day that each worker is permitted to work more than eight 8) hours in any one calendar day and forty ( 40) hours in any one calendar week, except when payment for overtime is made at not less than one and one- half ( 1- 1/ 2) times the basic rate for that worker.

3. 7. 11 Payroll Records. Contractor and each subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by him or her in connection with the public work. The payroll records shall be certified and shall be available for inspection at all reasonable hours at the principal office of Contractor in the manner provided in Labor Code Section 1776. In the event of noncompliance with the requirements of this Section, Contractor shall have 10 days in which to comply subsequent to receipt of written notice specifying in what respects such Contractor must comply with this Section. Should noncompliance still be evident

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after such 10- day period, Contractor shall, as a penalty, forfeit not more than $ 100. 00 for each calendar day or portion thereof, for each worker, until strict compliance is effectuated. The amount of the forfeiture is to be determined by the Labor Commissioner. A contractor who is found to have violated the provisions of law regarding wages on Public Works with the intent to defraud shall be ineligible to bid on Public Works contracts for a period of one to three years as determined by the Labor Commissioner. Upon the request of the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement, such penalties shall be withheld from progress payments then due. The responsibility for compliance with this Section is on Contractor. The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code Section 1771. 4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771. 4.

3. 7. 12 Contractor and Subcontractor Registration. Pursuant to Labor Code Sections 1725. 5 and 1771. 1, all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter into a contract to perform public work must be registered with the Department of Industrial Relations. No bid will be accepted nor any contract entered into without proof of the contractor' s and subcontractors' current registration with the Department of Industrial Relations to perform public work. Contractor is directed to review, fill out and execute the Public Works Contractor Registration Certification attached hereto as Exhibit " E" prior to contract execution. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725. 5 and 1771. 1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725. 5 and 1771. 1.

3. 7. 13 Labor Compliance; Stop Orders. This Project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be the Contractor's sole responsibility to evaluate and pay the cost of complying with all labor compliance requirements under this Contract and applicable law. Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractor' s performance of Work, including any delay, shall be Contractor' s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay subject to any applicable liquidated damages and shall not be compensable by the Stadium Manager. Contractor shall defend, indemnify and hold the Indemnified Parties ( defined below) free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor.

3. 8 Performance of Work; Jobsite Obligations.

3. 8. 1 Water Quality Management and Compliance, if Applicable.

3. 8. 1. 1 Water Quality Management and Compliance. Contractor shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Work including, without limitation, all applicable provisions of the Federal Water Pollution Control Act ( 33 U. S. C. §§ 1300); the California Porter-Cologne Water Quality Control Act ( Cal Water Code §§ 13000- 14950); local ordinances regulating discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter- Cologne Water Quality Control Act, to any ground or surface water in the State.

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3. 8. 1. 2 Compliance with the Statewide Construction General Permit. Contractor shall comply with all conditions of the most recent iteration of the National Pollutant Discharge Elimination System General Permit for Storm Water Discharges Associated with Construction Activity, issued by the California State Water Resources Control Board Permit"). It shall be Contractor' s sole responsibility to file a Notice of Intent and procure coverage under the Permit for all construction activity which results in the disturbance of more than one acre of total land area or which is part of a larger common area of development or sale. Prior to initiating work, Contractor shall be solely responsible for preparing and implementing a Storm Water Pollution Prevention Plan ( SWPPP) as required by the Permit. Contractor shall be responsible for procuring, implementing and complying with the provisions of the Permit and the SWPPP, including the standard provisions, and monitoring and reporting requirements as required by the Permit. The Permit requires the SWPPP to be a " living document" that changes as necessary to meet the conditions and requirements of the job site as it progresses through difference phases of construction and is subject to different weather conditions. It shall be Contractor' s sole responsibility to update the SWPPP as necessary to address conditions at the project site.

3. 8. 1. 3 Other Water Quality Rules Regulations and Policies.

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

3. 8. 1. 4 Cost of Compliance. Storm, surface, nuisance, or other waters may be encountered at various times during repair of the Work. Therefore, the Contractor, by submitting a Bid, hereby acknowledges that it has investigated the risk arising from such waters, has prepared its Bid accordingly, and assumes any and all risks and liabilities arising therefrom.

3. 8. 1. 5 Liability for Non- Compliance. Failure to comply with the Permit is a violation of federal and state law. Pursuant to the indemnification provisions of this Contract, Contractor hereby agrees to defend, indemnify and hold harmless the Indemnified Parties ( defined below) for any alleged violations. In addition, Stadium Manager may seek damages from Contractor for any delay in completing the Work in accordance with the Contract, if such delay is caused by or related to Contractor's failure to comply with the Permit.

3. 8. 1. 6 Reservation of Right to Defend. Stadium Manager reserves the right to defend any enforcement action brought against the Stadium Manager for Contractor' s failure to comply with the Permit or any other relevant water quality law, regulation, or policy.

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

3. 8. 1. 7 Training. In addition to the standard of performance requirements set forth in paragraph 3. 4, Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Work assigned to them without impacting water quality in violation of the laws, regulations and policies described in paragraph 3. 8. 1. Contractor further warrants that it, its employees and subcontractors will receive

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adequate training, as determined by Stadium Manager, regarding the requirements of the laws, regulations and policies described in paragraph 3. 8. 1 as they may relate to the Work provided under this Contract. Upon request, Stadium Manager will provide the Contractor with a list of training programs that meet the requirements of this paragraph.

3. 8. 2 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. Contractor shall comply with the requirements of the specifications relating to safety measures applicable in particular operations or kinds of work. In carrying out its Work, Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the Work and the conditions under which the Work is to be performed. Safety precautions as applicable shall include, but shall not be limited to, adequate life protection and lifesaving equipment; adequate illumination for underground and night operations; instructions in accident prevention for all employees, such as machinery guards, safe walkways, scaffolds, ladders, bridges, gang planks, confined space procedures, trenching and shoring, fall protection and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and adequate facilities for the proper inspection and maintenance of all safety measures. Furthermore, Contractor shall prominently display the names and telephone numbers of at least two medical doctors practicing in the vicinity of the Project, as well as the telephone number of the local ambulance service, adjacent to all telephones at the Project site.

3. 8. 3 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Contract or the Work, including all Cal/ OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Work. If Contractor observes that the drawings or specifications are at variance with any law, rule or regulation, it shall promptly notify the Stadium Manager in writing. Any necessary changes shall be made by written change order. If Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the Stadium Manager, Contractor shall be solely responsible for all costs arising therefrom.

Contractor shall defend, indemnify and hold Indemnified Parties ( defined below) free and harmless, pursuant to the indemnification provisions of this Contract, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3. 8. 4 Permits and Licenses. Contractor shall be responsible for securing Stadium Manager permits and licenses necessary to perform the Work described herein, including, but not limited to, any required business license. Any ineligible contractor or subcontractor pursuant to Labor Code Sections 1777. 1 and 1777.7 may not perform work on this Project.

3. 8. 5 Trenching Work. If the Total Contract Price exceeds $ 25, 000 and if the Work governed by this Contract entails excavation of any trench or trenches five ( 5) feet or more in depth, Contractor shall comply with all applicable provisions of the California Labor Code, including Section 6705. To this end, Contractor shall submit for Stadium Manager' s review and approval a detailed plan showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation of such trench or trenches. If such plan varies from the shoring system standards, the plan shall be prepared by a registered civil or structural engineer.

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3. 8. 6 Hazardous Materials and Differing Conditions. As required by California Public Contract Code Section 7104, if this Contract involves digging trenches or other excavations that extend deeper than four ( 4) feet below the surface, Contractor shall promptly, and prior to disturbance of any conditions, notify Stadium Manager of: ( 1) any material discovered in excavation that Contractor believes to be a hazardous waste that is required to be removed to a Class I, Class II or Class III disposal site; ( 2) subsurface or latent physical conditions at the site differing from those indicated by Stadium Manager; and ( 3) unknown physical conditions of an unusual nature at the site, significantly different from those ordinarily encountered in such contract work. Upon notification, Stadium Manager shall promptly investigate the conditions to determine whether a change order is appropriate. In the event of a dispute, Contractor shall not be excused from any scheduled completion date and shall proceed with all Work to be performed under the Contract, but shall retain all rights provided by the Contract or by law for making protests and resolving the dispute.

3. 8. 7 Underground Utility Facilities. To the extent required by Section 4215 of the California Government Code, Stadium Manager shall compensate Contractor for the costs of:
1) locating and repairing damage to underground utility facilities not caused by the failure of Contractor to exercise reasonable care; ( 2) removing or relocating underground utility facilities not indicated in the drawings; and ( 3) equipment necessarily idled during such work. Contractor shall not be assessed liquidated damages for delay caused by failure of Stadium Manager to provide for removal or relocation of such utility facilities.

3. 8. 8 Air Quality. Contractor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/ or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the California Air Resources Board CARB). Although CARB limits and requirements are broader, Contractor shall specifically be aware of their application to " portable equipment", which definition is considered by CARB to include any item of equipment with a fuel- powered engine. Contractor shall indemnify the Indemnified Parties ( defined below) against any fines or penalties imposed by CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/ or regulations by Contractor, its subcontractors, or others for whom Contractor is responsible under its indemnity obligations provided for in this Contract.

3. 8. 9 State Recycling Mandates. Contractor shall comply with State Recycling Mandates. Any recyclable materials/debris collected by the contractor that can be feasibly diverted via reuse or recycling must be hauled by the appropriate handler for reuse or recycling.

3. 9 Completion of Work. When Contractor determines that it has completed the Work required herein, Contractor shall so notify Stadium Manager in writing and shall furnish all labor and material releases required by this Contract. Stadium Manager shall thereupon inspect the Work. If the Work is not acceptable to the Stadium Manager, the Stadium Manager shall indicate to Contractor in writing the specific portions or items of Work which are unsatisfactory or incomplete. Once Contractor determines that it has completed the incomplete or unsatisfactory Work, Contractor may request a reinspection by the Stadium Manager. Once the Work is acceptable to Stadium Manager, Stadium Manager shall pay to Contractor the Total Contract Price remaining to be paid, less any amount which Stadium Manager may be authorized or directed by law to retain. Payment of retention proceeds due to Contractor shall be made in accordance with Section 7107 of the California Public Contract Code.

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3. 10 Claims; Government Code Claim Compliance.

3. 10. 1 Arbitration_All disputes between Contractor and Stadium Manager relating in any way to this Agreement or Services performed under this Agreement ( including, but not limited to, claims for breach of contract, tort, discrimination, harassment and any violation of federal or state law, regulation or constitution) (" Arbitrable Claims") shall be resolved by binding arbitration under the Federal Arbitration Act, in conformity with the procedures of the California Arbitration Act ( Cal. Code Civ. Proc. § 1280 et seq., including § 1283. 05 and all of the Act's other mandatory and permissive rights to discovery). In addition to any other requirements imposed by law, the arbitrator selected shall be a retired California Superior Court Judge, or otherwise qualified individual to whom the parties mutually agree, and shall be subject to disqualification on the same grounds as would apply to a
judge of such court. All rules of pleading ( including the right of demurrer), all rules of discovery, all rules of evidence, all rights to resolution of the dispute by means of motions for summary judgment, judgment on the pleadings and all other dispositive motions, and judgment under Code of Civil Procedure § 631. 8 shall apply and be observed.

Resolution of the dispute shall be based solely upon the law governing the claims and defenses pleaded, and the arbitrator may not invoke any basis other than such controlling law. The arbitrator shall have the immunity of a judicial officer from civil liability when acting in the capacity of an arbitrator, which immunity supplements any other existing immunity. Likewise, all communications during or in connection with the arbitration proceedings are privileged in accordance with Cal. Civil Code § 47( b). As reasonably required to allow full use and benefit of this agreement' s modifications to the Act' s procedures, the arbitrator shall extend the times set by the Act for the giving of notices and setting of hearings. Awards shall include the arbitrator' s written reasoned opinion. The Parties understand and agree to this binding arbitration provision, and both Contractor and Stadium Manager give up their right to trial by jury of any claim they may have against each other.

3. 11 Loss and Damage. Except as may otherwise be limited by law, Contractor shall be responsible for all loss and damage which may arise out of the nature of the Work agreed to herein, or from the action of the elements, or from any unforeseen difficulties which may arise or be encountered in the prosecution of the Work until the same is fully completed and accepted by Stadium Manager. In the event of damage proximately caused by an Act of God, as defined by Section 7105 of the Public Contract Code, the Stadium Manager may terminate this Contract pursuant to Section 3. 17. 3; provided, however, that the Stadium Manager needs to provide Contractor with only one ( 1) day advanced written notice.

3. 12 Indemnification.

3. 12. 1 Scope of Indemnity. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the Stadium Manager, the Santa Clara Stadium Authority, the City of Santa Clara, their affiliates, and each of their respective officers, directors, managers, members, partners, owners, employees, agents and authorized volunteers, each tenant and event promoter of Levi' s Stadium, and any mortgagee, bond trustee or other financial institution from time to time holding a line or indenture upon an interest in Levi' s Stadium, and each of them ( collectively, the " Indemnified Parties"), free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, ( collectively, " Claims") in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its

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

3. 12. 2 Additional Indemnity Obligations. Any defense to be provided by Contractor pursuant to any indemnification provision of this Agreement shall be by counsel approved by Stadium Manager, which approval shall not be unreasonably withheld. To the extent any of the Indemnitees incurs costs or expenses to enforce this indemnification ( including attorneys' fees and expenses), Contractor shall reimburse the Indemnitee for such costs and expenses.

3. 13 Insurance.

3. 13. 1 Time for Compliance. Contractor shall not commence Work under this Contract until it has provided evidence satisfactory to the Stadium Manager that it has secured all insurance required under this Section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the Stadium Manager that the subcontractor has secured all insurance required under this Section. Failure to provide and maintain all required insurance shall be grounds for the Stadium Manager to terminate this Contract for cause.

3. 13. 2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work hereunder by Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Contract. Such insurance shall meet at least the following minimum levels of coverage:

3. 13. 2. 1 Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: ( 1) General Liability: Insurance Services Office Commercial General Liability coverage ( occurrence form CG 00 01); ( 2) Automobile Liability:

Insurance Services Office Business Auto Coverage form number CA 00 01, code 1 ( any auto); and ( 3) Workers' Compensation and Employer' s Liability: Workers' Compensation insurance as required by the State of California and Employer' s Liability Insurance. Policies shall not contain exclusions contrary to this Contract.

3. 13. 2. 2 Minimum Limits of Insurance. Contractor shall maintain limits no less than: ( 1) General Liability: $ 2, 000, 000 per occurrence and $ 4, 000, 000 aggregate for bodily injury, personal injury and property damage; ( 2) Automobile Liability: $ 2, 000, 000 per accident for bodily injury and property damage; and ( 3) Workers' Compensation and Employer's Liability: Workers' compensation limits as required by the Labor Code of the State of California.

Employer' s Liability limits of $ 1, 000, 000 each accident, policy limit bodily injury or disease, and

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each employee bodily injury or disease. Defense costs shall be available in addition to the limits.

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

3. 13. 3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements ( amendments) on forms supplied or approved by the Stadium Manager to add the following provisions to the insurance policies:

3. 13. 3. 1 General Liability. ( 1) Such policy shall give the Stadium Manager, Santa Clara Stadium Authority, Forty Niners Stadium Company LLC and Forty Niners Football Company LLC and their respective officials, employees, agents and authorized volunteers additional insured status using ISO endorsements CG20 10 07 04 plus CG20 37 07 04, or endorsements providing the exact same coverage, with respect to the Work or operations performed by or on behalf of Contractor, including materials, parts or equipment furnished in connection with such work; (2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; and ( 3) the insurance coverage shall be primary insurance as respects the Stadium Manager, its officials, employees, agents and authorized volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor' s scheduled underlying coverage. Any insurance or self-insurance maintained by the Stadium Manager, its officials, employees, agents and authorized volunteers shall be excess of Contractor' s insurance and shall not be called upon to contribute with it.

3. 13. 3. 2 Automobile Liability. ( 1) Such policy shall give the Stadium Manager, Santa Clara Stadium Authority, Forty Niners SC Stadium Company LLC and Forty Niners Football Company LLC and their respective officials, employees, agents and authorized volunteers additional insured status with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by Contractor or for which Contractor is responsible; ( 2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; and ( 3) the insurance coverage shall be primary insurance as respects the Stadium Manager, its officials, employees, agents and authorized volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor' s scheduled underlying coverage. Any insurance or self-insurance maintained by the Stadium Manager, its officials, employees, agents and authorized volunteers shall be excess of Contractor' s insurance and shall not be called upon to contribute with it in any way.

3. 13. 3. 3 Workers' Compensation and Employer' s Liability Coverage.

The insurer shall agree to waive all rights of subrogation against the Stadium Manager, Santa Clara Stadium Authority, Forty Niners SC Stadium Company LLC and Forty Niners Football Company LLC and their respective officials, employees, agents and authorized volunteers for losses paid under the terms of the insurance policy which arise from work performed by Contractor.

3. 13. 3. 4 All Coverages. Each insurance policy required by this Contract shall be endorsed to state that: ( 1) coverage shall not be suspended, voided, reduced

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or canceled except after thirty ( 30) days prior written notice by certified mail, return receipt requested, has been given to the Stadium Manager; and ( 2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the Stadium Manager, Santa Clara Stadium Authority, Forty Niners SC Stadium Company LLC and Forty Niners Football Company LLC and their respective officials, employees, agents and authorized volunteers.

3. 13. 3. 5 Contractor' s Equipment Insurance. Contractors Equipment Insurance applying to loss or damage on an " all risk" basis to any equipment, small tools, or other machinery whether owned, leased, rented, borrowed or otherwise in the care, custody and control of the Contractor for use in the performance of Work. The insurer shall agree to waive all rights of subrogation against the Stadium Manager, its officials, employees, agents and authorized volunteers for losses paid under the terms of the insurance policy.

3. 13. 4 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the Stadium Manager, its officials, employees, agents and authorized volunteers.

3. 13. 5 Deductibles and Self-Insurance Retentions. Any deductibles or selfinsured retentions must be declared to and approved by the Stadium Manager. Contractor shall guarantee that, at the option of the Stadium Manager, either: ( 1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the Stadium Manager, its officials, employees, agents and authorized volunteers; or( 2) the Contractor shall procure a bond or other financial guarantee acceptable to the Stadium Manager guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.

3. 13. 6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best' s rating no less than A:VII, licensed to do business in California, and satisfactory to the Stadium Manager. Exception may be made for the State Compensation Insurance Fund when not specifically rated.

3. 13. 7 Verification of Coverage. Contractor shall furnish Stadium Manager with original certificates of insurance and endorsements effecting coverage required by this Contract on forms satisfactory to the Stadium Manager. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms supplied or approved by the Stadium Manager. All certificates and endorsements must be received and approved by the Stadium Manager before work commences. The Stadium Manager reserves the right to require complete, certified copies of all required insurance policies, at any time.

3. 13. 8 Subcontractors. All subcontractors shall meet the requirements of this Section before commencing Work. Contractor shall furnish separate certificates and endorsements for each subcontractor. Subcontractor policies of General Liability insurance shall name the Stadium Manager, its officials, employees, agents and authorized volunteers as additional insureds using form ISO 20 38 04 13 or endorsements providing the exact same coverage. All coverages for subcontractors shall be subject to all of the requirements stated herein except as otherwise agreed to by the Stadium Manager in writing.

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3. 13. 9 Reporting of Claims. Contractor shall report to the Stadium Manager, in addition to Contractor' s insurer, any and all insurance claims submitted by Contractor in connection with the Work under this Contract.

3. 14 Bond Requirements.

3. 14. 1 Payment Bond. If required by law or otherwise specifically requested by Stadium Manager in Exhibit" C" attached hereto and incorporated herein by reference, Contractor shall execute and provide to Stadium Manager concurrently with this Contract a Payment Bond in an amount required by the Stadium Manager and in a form provided or approved by the Stadium Manager. If such bond is required, no payment will be made to Contractor until the bond has been received and approved by the Stadium Manager.

3. 14. 2 Performance Bond. If specifically requested by Stadium Manager in Exhibit C" attached hereto and incorporated herein by reference, Contractor shall execute and provide to Stadium Manager concurrently with this Contract a Performance Bond in an amount required by the Stadium Manager and in a form provided or approved by the Stadium Manager. If such bond is required, no payment will be made to Contractor until the bond has been received and approved by the Stadium Manager.

3. 14. 3 Bond Provisions. Should, in Stadium Manager's sole opinion, any bond become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace the effected bond within ( ten) 10 days of receiving notice from Stadium Manager. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty ( 30) days prior written notice shall be given to the Stadium Manager, and Contractor shall post acceptable replacement bonds at least ten ( 10) days prior to expiration of the original bonds. No further payments shall be deemed due or will be made under this Contract until any replacement bonds required by this Section are accepted by the Stadium Manager. To the extent, if any, that the Total Contract Price is increased in accordance with the Contract, Contractor shall, upon request of the Stadium Manager, cause the amount of the bond to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the Stadium Manager. If Contractor fails to furnish any required bond, the Stadium Manager may terminate the Contract for cause.

3. 14. 4 Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in California Code of Civil Procedure Section 995. 120, shall be accepted. If a California- admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the Stadium Manager.

3. 15 Warranty. Contractor warrants all Work under the Contract ( which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non- conforming materials incorporated into the Work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year on any new equipment installed by Contractor, or ninety ( 90) days on any corrections or repairs of existing equipment, ( or the period of time specified elsewhere in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the Work, whichever is later) after the date of final acceptance, Contractor shall within ten ( 10) days after being notified in writing by the Stadium Manager of any defect in the Work or non- conformance of the Work to the Contract, commence and prosecute with due diligence all Work necessary to

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fulfill the terms of the warranty at its sole cost and expense. Contractor shall act sooner as requested by the Stadium Manager in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the Work ( or work of other contractors) damaged by its defective Work or which becomes damaged in the course of repairing or replacing defective Work. For any Work so corrected, Contractor' s obligation hereunder to correct defective Work shall be reinstated for an additional period corresponding to the original warranty period, but solely for the corrected equipment, commencing with the date of acceptance of such corrected Work. The Contractor' s warranty for its workmanship will not be reinstated.

Contractor shall assign all manufacturers' warranties to the Stadium Manager. Contractor shall perform such tests as the Stadium Manager may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Contract. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the Work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the Stadium Manager, regardless of whether or not such warranties and guarantees have been transferred or assigned to the Stadium Manager by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the Stadium Manager. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Contract, to the reasonable satisfaction of the Stadium Manager, the Stadium Manager shall have the right to correct and replace any defective or non- conforming Work and any work damaged by such work or the replacement or correction thereof at Contractor' s sole expense. Contractor shall be obligated to fully reimburse the Stadium Manager for any expenses incurred hereunder upon demand.

3. 16 Employee/ Labor Certifications.

3. 16. 1 Contractor' s Labor Certification. By its signature hereunder, Contractor certifies that he is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Work. A certification form for this purpose, which is attached to this Contract as Exhibit " D" and incorporated herein by reference, shall be executed simultaneously with this Contract.

3. 16. 2 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non- discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.

3. 16. 3 Verification of Employment Eligibility. By executing this Contract, Contractor verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subcontractors and sub- subcontractors to comply with the same.

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Contract Number: 10071- B

3. 17 General Provisions.

3. 17. 1 Stadium Manager' s Representative. The Stadium Manager hereby designates the General Manager, or his or her designee, to act as its representative for the performance of this Contract (" Stadium Manager' s Representative"). Stadium Manager' s Representative shall have the power to act on behalf of the Stadium Manager for all purposes under this Contract. Contractor shall not accept direction or orders from any person other than the Stadium Manager' s Representative or his or her designee.

3. 17. 2 Contractor' s Representative. Before starting the Work, Contractor shall submit in writing the name, qualifications and experience of its proposed representative who shall be subject to the review and approval of the Stadium Manager ("' Contractor' s Representative").

Following approval by the Stadium Manager, Contractor' s Representative shall have full authority to represent and act on behalf of Contractor for all purposes under this Contract. Contractor' s Representative shall supervise and direct the Work, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Work under this Contract and as described in the relevant Task Order. Contractor' s Representative shall devote full time to the Project and either he or his designee, who shall be acceptable to the Stadium Manager, shall be present at the Work site at all times that any Work is in progress and at any time that any employee or subcontractor of Contractor is present at the Work site. Arrangements for responsible supervision, acceptable to the Stadium Manager, shall be made for emergency Work which may be required. Should Contractor desire to change its Contractor' s Representative, Contractor shall provide the information specified above and obtain the Stadium Manager' s written approval.

3. 17. 3 Termination. This Contract may be terminated by Stadium Manager at any time, either with our without cause, by giving Contractor three ( 3) days advance written notice. In the event of termination by Stadium Manager for any reason other than the fault of Contractor, Stadium Manager shall pay Contractor for all Work performed up to that time as provided herein.

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

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

3. 17. 4 Contract Interpretation. Should any question arise regarding the meaning or import of any of the provisions of this Contract or written or oral instructions from Stadium Manager, the matter shall be referred to Stadium Manager' s Representative, whose decision shall be binding upon Contractor.

3. 17. 6 Notices. All notices hereunder and communications regarding interpretation of the terms of the Contract or changes thereto shall be directed to the regularlymonitored electronic mail address, read receipt requested, of such party as follows:

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Contract Number: 10071- B
CONTRACTOR:

Attn: Tony Fini, Project Manager
ACCO Engineered Systems, Inc
tfini@accoes. com
STADIUM MANAGER:

General Manager
Forty Niners Stadium Management Company LLC
StadiumGM@49ers- smc. com
With copy to:

Legal Affairs
Forty Niners Stadium Management Company LLC
Legal@49ers- smc.com
Any such notice or communication shall be deemed to have been given on the day such notice or communication is sent electronically, provided the sender has received a confirmation of such electronic transmission. A Party may, for purposes of this Agreement, change its email address or the person to whom a notice or other communication is marked to the attention of, by giving notice of such change to the other Party pursuant to this Section 3. 17. 6.

3. 17. 7 Time of Essence. Time is of the essence in the performance of this Contract.

3. 17. 8 Assignment Forbidden. Contractor shall not, either voluntarily or by action of law, assign or transfer this Contract or any obligation, right, title or interest assumed by Contractor herein without the prior written consent of Stadium Manager. If Contractor attempts an assignment or transfer of this Contract or any obligation, right, title or interest herein, Stadium Manager may, at its option, terminate and revoke the Contract and shall thereupon be relieved from any and all obligations to Contractor or its assignee or transferee.

3. 17. 9 No Third- Party Beneficiaries. There are no intended third- party beneficiaries of any right or obligation assumed by the Parties.

3. 17. 10 Laws, Venue, and Attorneys' Fees. This Contract shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Contract, the action shall be brought in a state or federal court situated in the County of Santa Clara, State of California.

3. 17. 11 Counterparts. This Contract may be executed in counterparts, each of which shall constitute an original.

3. 17. 12 Successors. The Parties do for themselves, their heirs, executors, administrators, successors, and assigns agree to the full performance of all of the provisions contained in this Contract.

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Contract Number: 10071- B

3. 17. 13 Reserved]

3. 17. 14 Solicitation. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Contract. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, Stadium Manager shall have the right to terminate this Contract without liability.

3. 17. 15 Conflict of Interest. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Contract. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, Stadium Manager shall have the right to rescind this Contract without liability. For the term of this Contract, no official, officer or employee of Stadium Manager, during the term of his or her service with Stadium Manager, shall have any direct interest in this Contract, or obtain any present or anticipated material benefit arising therefrom. In addition, Contractor agrees to file, or to cause its employees or subcontractors to file, a Statement of Economic Interest with the Stadium Manager' s Filing Officer as required under state law in the performance of the Work.

3. 17. 16 Certification of License.

3. 17. 16. 1 Contractor certifies that as of the date of execution of this Contract, Contractor has a current contractor' s license of the classification indicated below under Contractor' s signature.

3. 17. 16. 2 Contractors are required by law to be licensed and regulated by the Contractors' State License Board which has jurisdiction to investigate complaints against contractors if a complaint regarding a patent act or omission is filed within four ( 4) years of the date of the alleged violation. A complaint regarding a latent act or omission pertaining to structural defects must be filed within ten ( 10) years of the date of the alleged violation. Any questions concerning a contractor may be referred to the Registrar, Contractors' State License Board, P. O.

Box 26000, Sacramento, California 95826.

3. 17. 17 Authority to Enter Contract. Each Party warrants that the individuals who have signed this Contract have the legal power, right and authority to make this Contract and bind each respective Party.

3. 17. 18 Entire Contract; Modification. This Contract contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Contract may only be modified by a writing signed by both Parties.

3. 17. 19 Non- Waiver. None of the provisions of this Contract shall be considered waived by either party, unless such waiver is specifically specified in writing.

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Contract Number: 10071- B

3. 17. 20 Stadium Manager' s Right to Employ Other Contractors. Stadium Manager reserves right to employ other contractors in connection with this Project or other projects.

SIGNATURES ON NEXT PAGE]

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Contract Number: 10071- B

SIGNATURE PAGE FOR MAINTENANCE AND REPAIR CONTRACT

BETWEEN THE FORTY NINERS STADIUM MANAGEMENT COMPANY LLC AND ACCO ENGINEERED SYSTEMS, INC.

IN WITNESS WHEREOF, the Parties have entered into this Contract as of the Seventh day of September 7, 2021.

FORTY NINERS STADIUM ACCO ENG E SY T S, INC

MANAGEMENT COMPANY LLC
By: By:

Executive
Mercurio
Vice President & Its: Assistant Secretary
General Manager
Printed Name: Hugh Palmer

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EXHIBIT " A"

SCOPE OF WORK
A. SCOPE OF WORK
Troubleshoot, repair, remove and install mechanical, refrigeration, plumbing and HVAC equipment and components, typically found in a large sports stadium. This work will be performed via issuance of a Task Order (defined elsewhere in this solicitation). The work assigned to Contractor will be designated with one of the following " priority levels" which will indicate the urgency of the work and the Contractor' s response time:

Priority Level Type Response Time
1 - High Emergency— Hazardous, Respond within 1 hour and property damage, and/ or commence work as soon as
event required support possible.
2 - Medium Systems Malfunction — Respond within 2 hours and Interruption of daily commence work with 24 hours.
operation
3 - Low Minor Repair Respond within 24 hours and
commence work within 72
hours, or as determined
necessary by the Stadium
Manager.

The Contractor shall provide trained technicians with the appropriate tools and testing equipment for scheduled maintenance, safety inspection, and safety testing as required.

The Contractor shall maintain all necessary licenses to perform the work specified herein.

The Contractor will be responsible for supplying all necessary equipment (including aerial lifts), tools, consumables, material, labor, and supplies required to perform the work described herein.

The Contractor is required to carry necessary licenses to perform the activities identified in the scope of services, which include either all or some combination of the following licenses:

C- 4: Boiler, Hot Water Heating and Steam Fitting Contractor C- 10: Electrical
C- 20: Warm- Air Heating, Ventilating and Air-Conditioning Contractor C- 36: Plumbing Contractor
C- 38: Refrigeration Contractor
C- 43: Sheet Metal Contractor
A- 1: General Engineering Contractor
B- 1: General Building Contractor

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Pursuant to this contract, the Contractor will be tasked, by the Stadium Manager, with performing troubleshooting, repairing, and performing maintenance of various Mechanical, plumbing and HVAC systems at the Stadium, including but not limited to the following:

Commercial Food Service Refrigeration Equipment
Air Separators
Expansion Tanks and Pot Feeder
Pumps and Suction Diffusers
Water Treatment Systems, to include:

Chemical feed equipment, conductivity controller, chemical pumps and water meters
Chemical Treatments for cooling towers and closed systems Cooling Towers Filtration and Basin Sweeping Systems
Boilers
Natural gas modulating and condensing hot water boilers Boiler Flues
Heat Exchangers
Cooling Towers
Water to Water Heat Pumps ( WWHP)
Water Source Heat Pumps ( WSHP)
Variable Air Volume ( VAV) Air Handling Equipment
Variable Frequency Drives ( VFD)
Computer Room Air Conditioning ( CRAC) Units
Dehumidification Units
Control Dampers
Fire Smoke Dampers
Fans ( EF, RF, SEF, SF, SPF)
Kitchen Pollution Control Units
Kitchen Make- Up Air Units
Roof Top Packaged Units
VAV Air Handling Units (AHU)
HVAC Related Seismic Restraints
Integration with Building Management Systems
Building Management System Service
Mechanical Piping, Fittings, Valves, Duct, Dampers, Diffusers, Grilles, Plenums, Humidifiers, and other Miscellaneous Mechanical Equipment Utility Piping, Fittings, Grates, Cleanout Covers and other Common Plumbing Components
Potable and Recycled Water Systems
Sub- Metering Equipment
Plumbing Fixtures to include, but not limited to:

Water Closet
Urinals
Lavatories
Sinks
Laundry Tubs
Floor Drains
Floor Sink
Eyewash Stations
Downspout Nozzles

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Floor Cleanouts
Trench Drains
Trap Primer and Guards
Wall Hydrant
Hose Bibb
Domestic Water Booster Pump
Sewage Ejector and Sump Pump
Water Heater ( Gas and Fired)
Grease and Sand/ Oil Interceptor
Backflow inspection, testing and repair
General Pumps
Recycled Water Filter
Water Softener System
B. GENERAL REQUIREMENTS

1. All work performed shall meet the latest revision of all applicable federal, state, and local regulations, laws, and codes.

2. All work schedules must be approved in writing by the Stadium Manager prior to commencement of work.

3. Unless otherwise specified, Contractor shall guarantee the labor and materials used are within the specified guidelines and recommendations of the manufacturer.

4. Materials furnished shall be new and shall be of commercial quality material. Used, reconditioned, or discontinued models and materials are not acceptable. The warranty period for contractor provided materials shall be for a period of 1 year, or within the manufacture warranty, whichever is longer. Such warranty shall commence upon the date of acceptance of Contractor's work by the Stadium Manager.

5. The Stadium Manager reserves the right to supply all or part of the materials or equipment on any project/ repair.

6. Contractor shall be responsible for the replacement of failed/ defective equipment, and parts installed by Contractor that are under warranty. Such cost, if any, shall be incurred by Contractor. Contractor shall assume all liability for such defects.

7. Follow up work required to correct recent repair/improper repair, or substandard parts shall be at no charge to the Stadium Manager.

8. Contractor shall coordinate site access and Hot Work with Forty Niners Stadium Management Company Engineering Department prior to commencement of work.

9. Contractor shall complete a service tag/ log after completion of work. Such tag or log must contain the following information:
a. Date of Service
b. Name of Technician( s)
c. Description of Service( s)

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10. Contractor shall notify Stadium Manager when a recall is issued for any equipment or component serviced, installed, or repaired by Contractor. Notification by Contractor shall include the reasons for the recall, procedures for replacement, and the disposition of the recalled equipment.

11. Contractor is responsible for compliance with all building code requirements.

Independent of, or in addition, to any other legal requirements, the Stadium Manager may inspect and test Contractor' s work to determine if it conforms to the California Building Standards Code and local regulations, if applicable. The Stadium Manager will not accept Contractor's work unless it meets all applicable building code requirements.

12. The use of the safety equipment includes but is not limited to hard hats, eye protection, safety vests, hearing protection, fall protection, and safety boots as required by the California Occupational Safety and Health Administration.

13. Contractor is required to provide personal protective equipment (PPE) to perform the work and follow the Public Health Orders issued by the Santa Clara County Health Department related to Novel Coronavirus ( COVID- 19). The Public Health Order updates can be accessed online at
https:// www. sccgov. org/ sites/ covid 19/ Pages/ public- health- orders. aspx

14. Contractor shall maintain all necessary licenses to perform the work specified herein.

15. Contactor shall be in compliance with applicable prevailing wage laws and the California Labor Code.

16. Contractor shall provide protection for all existing building components beneath and around the work. Any damage to existing building components caused by contractor shall be immediately repaired or replaced at contractor' s sole expense in a manner acceptable to and approved by Stadium Manager.

17. In all active work areas, contractor shall provide, install and maintain all necessary barricades and warnings to prohibit pedestrian access into any affected work area.

This not only includes areas surrounding the work, but also includes areas below the work. Levi' s Stadium is an active building containing employees, guests, and other contractors on a daily basis. Contractor shall be responsible for keeping others out of its active work areas and preventing the exposure of others to grinding, sanding, scraping, paint drips, overspray or any other material generated within the work area, both around and below.

18. Contractor will have a designated representative to oversee Contractor' s technicians assigned to perform the work specified herein. Contractor representative shall be responsible for providing all required documents, including, but not limited to, reports, invoices, as- built drawings, O& M manuals, and all other project contract documents to the Stadium Manager.

19. Contractor shall assign a primary/ secondary technician( s) as the main contact for the Stadium Manager during the term of the contract. If different representatives are designated during the term of the Contract, notice of any changes ( including, but not limited to, name, address, e- mail, and telephone number) shall be promptly served in

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writing.

20. Contractor must obtain written authorization prior to commencement of work. The Stadium Manager will provide Contractor written approval by issuing a Notice to Proceed.

21. The Contractor shall perform the following to ensure a clean, safe work site:
a. At end of each workday, remove rubbish, empty cans, rags, and other discarded materials from project site. Secure, locate and position all unused materials and equipment, including man lifts, to the satisfaction of Stadium Manager.
b. After completing coating application, clean spattered surfaces. Remove spattered coatings by washing, scraping, or other methods. Do not scratch or damage adjacent finished or unfinished surfaces. Do not allow coatings to drip, spatter onto or otherwise stain adjacent surfaces. c. Protect work of other trades against damage from coating operation. Correct damage by cleaning, repairing, replacing, and recoating, as approved by Stadium Manager, and leave in an undamaged condition.
d. Protect all adjacent surfaces as required by field conditions.

C. REGULATIONS AND STANDARDS
All material and work shall be in accordance with the rules and requirements of the United States Department of Labor Occupational Safety and Health Administration OSHA"); National Electrical Code (" NEC"); National Fire Codes published by the National Fire Protection Association (" NFPA"); California Administrative Codes (" CAC"); Uniform Building Code (" UBC"); Uniform Plumbing Code (" UPC"); and other applicable federal, state, and local laws and/ or regulations. These specifications shall not be construed to permit work not conforming to these requirements. The regulations shall govern where they require higher standards or conflict with the specifications. Published rulings and interpretations of the enforcing agencies shall be considered a part of these specifications. All regulations and standards shall be the latest publication unless governing authorities require otherwise. In addition, all of Contractor's work shall be in accordance with the best practices available in the industry, and shall present a neat, workmanlike appearance upon completion.

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EXHIBIT " B"

PLANS AND SPECIFICATIONS
Plans and Specifications shall be provided and made a part of each individual Task Order.

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EXHIBIT " C"

SPECIAL CONDITIONS
ARTICLE 1. BONDS
Within ten ( 10) calendar days from the date the Contractor is notified of award of the Contract, the Contractor shall deliver to the Stadium Manager four identical counterparts of the Performance Bond and Payment Bond on the forms supplied by the Stadium Manager and included as Exhibit F" to the Contract. Failure to do so may, in the sole discretion of Stadium Manager, result in the forfeiture of Contractor' s bid security. The surety supplying the bond must be an admitted surety insurer, as defined in Code of Civil Procedure Section 995. 120, authorized to do business as such in the State of California and satisfactory to the Stadium Manager. The Performance Bond and the Payment Bond shall be for one hundred percent ( 100%) of the Total Contract Price.

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EXHIBIT " D"

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

ACCO ENGINEERE TEMS, I
By:

Sigreature
Hugh Palmer
Name ( Print)
Assistant Secretary
Title ( Print)

Page 29 of 44 ends

EXHIBIT " E"

PUBLIC WORKS CONTRACTOR REGISTRATION CERTIFICATION
Pursuant to Labor Code Sections 1725. 5 and 1771. 1, all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter into a contract to perform public work must be registered with the Department of Industrial Relations. See http://www.dir.ca.gov/PublicWorks/ PublicWorks. html for additional information.

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

Contractor hereby certifies that it is aware of the registration requirements set forth in Labor Code Sections 1725. 5 and 1771. 1 and is currently registered as a contractor with the Department of Industrial Relations.'
Name of Contractor: ACCO Engineered Systems, Inc.

DIR Registration Number: 1000000546
DIR Registration Expiration: 06/ 30/ 2024
Small Project Exemption: Yes or X No
Unless Contractor is exempt pursuant to the small project exemption, Contractor further acknowledges:

Contractor shall maintain a current DIR registration for the duration of the project.

Contractor shall include the requirements of Labor Code Sections 1725. 5 and 1771. 1 in its contract with subcontractors and ensure that all subcontractors are registered at the time of bid opening and maintain registration status for the duration of the project.

Failure to submVhTsJorm or gamply with any of the above requirements may result in a finding that the i is on- r po ive.

Name of Contractor. CO in red S stems Inc.

Signature
Name and Title Hugh Palmer, Assistant Secretary
Dated September 1, 2021
1 Ifthe Project is exempt from the contractor registration requirements pursuant to the small project exemption under Labor Code Sections 1725. 5 and 1771. 1, please mark" Yes" in response to" Small Project Exemption."

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EXHIBIT " F"

PAYMENT AND PERFORMANCE BONDS

ATTACHED BEHIND THIS PAGE

Page 31 of 44 ends

Bond Number. 9383827

PERFORMANCE BOND
KNOW ALL PERSONS BY THESE PRESENTS:

THAT WHEREAS, the Forty Niners Stadium Management Company LLC ( hereinafter referred to as" Stadium Manager") has awarded to ACCO Engineered systems, Inc. , ( hereinafter referred to as the " Contractor") an agreement for
Levi' s Stadium Mechanical And Plumbing Maintenance ( hereinafter referred to as the " Project").

And Repair Services Contract
WHEREAS, the work to be performed by the Contractor is more particularly set forth in the Contract Documents for the Project dated September7, 2021 , ( hereinafter referred to as Contract Documents"), the terms and conditions of which are expressly incorporated herein by reference; and
WHEREAS, the Contractor is required by said Contract Documents to perform the terms thereof and to furnish a bond for the faithful performance of said Contract Documents.

NOW, THEREFORE, we ACCO Engineered Systems, Iqc. the undersigned Contractor and Fidelity And Deposit Company Of Maryland as Surety, a corporation organized and duly authorized to transact business under the laws of the State of California, are held and firmly bound unto the Stadium Manager in the sum of Seven Hundred Fifty Thousand and 00/ 1oos DOLLARS, s7 .so 000. 00 ), said sum being not less than one hundred percent (100%) of the total amount of the Contract, for which amount well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents.

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

As a condition precedent to the satisfactory completion of the Contract Documents, unless otherwise provided for in the Contract Documents, the above obligation shall hold good for a period of one ( 1) year after the acceptance of the work by Stadium Manager, during which time if Contractor shall fail to make full, complete, and satisfactory repair and replacements and totally protect the Stadium Manager from loss or damage resulting from or caused by defective materials or faulty workmanship, Surety shall undertake and faithfully fulfill all such obligations. The obligations of Surety hereunder shall continue so long as any obligation of Contractor remains.

Nothing herein shall limit the Stadium Manager' s rights or the Contractor or Surety' s obligations under the Contract, law or equity, including, but not limited to, California Code of Civil Procedure Section 337. 15.

Whenever Contractor shall be, and is declared by the Stadium Manager to be, in default under the Contract Documents, the Surety shall remedy the default pursuant to the Contract Documents, or shall promptly, at the Stadium Manager' s option:

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1) Take over and complete the Project in accordance with all terms and conditions in the Contract Documents; or
2) Obtain a bid or bids for completing the Project in accordance with all terms and conditions in the Contract Documents and upon determination by Surety of the lowest responsive and responsible bidder, arrange for a Contract between such bidder, the Surety and the Stadium Manager, and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term " balance of the contract price" as used in this paragraph shall mean the total amount payable to Contractor by the Stadium Manager under the Contract and any modification thereto, less any amount previously paid by the Stadium Manager to the Contractor and any other set offs pursuant to the Contract Documents.
3) Permit the Stadium Manager to complete the Project in any manner consistent with local, California and federal law and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term balance of the contract price" as used in this paragraph shall mean the total amount payable to Contractor by the Stadium Manager under the Contract and any modification thereto, less any amount previously paid by the Stadium Manager to the Contractor and any other set offs pursuant to the Contract Documents.

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

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

The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project, including but not limited to the provisions of Sections 2819 and 2845 of the California Civil Code.

IN WITNESS WHEREOF, we have hereunto set our ha a sea is 27th day of August 20 21).

Corporate Seal) ACC En i eere Sy t m" Inc.

Contra to / i i I /
V
By
Hugh Palmer
Title Assistant Secretary

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City Council and Authorities ConcurrentAugust 27, 2024

City Council and Authorities Concurrent
August 27, 2024