City Council and Authorities Concurrent
October 8, 2024

1 LEVI’S STADIUM GENERAL SERVICES AGREEMENT

BY AND BETWEEN

FORTY NINERS STADIUM MANAGEMENT COMPANY LLC
AND
STAFF PRO INC. DBA ALLIED UNIVERSAL EVENT SERVICES
This Agreement for the Performance of Services (“Agreement”) is made and entered into on August 1, 2024 (“Effective Date”) by and between STAFF PRO INC. DBA ALLIED UNIVERSAL EVENT SERVICES, a California corporation with its principal place of business at 450 Exchange, Irvine, CA 92602 (“Contractor”), and the FORTY NINERS STADIUM MANAGEMENT COMPANY LLC, a Delaware limited liability company (“Stadium Manager”), with its principal place of business at 4900 Marie P. DeBartolo Way, Santa Clara, CA 95054. Stadium Manager and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. The CITY OF SANTA CLARA, a municipal corporation (“City”) and the SANTA CLARA STADIUM AUTHORITY, a joint exercise of powers entity, created through Government Code sections 6500 et seq. (the “Authority”), are parties to that certain Ground Lease dated March 28, 2012, as amended by that certain First Amendment to Ground Lease (Stadium Site) (as the same may be further amended from time to time, the “Ground Lease”), pursuant to which the Authority leases certain real property from the City upon which the Authority has developed and constructed a multi-purpose stadium (the “Stadium”).

B. The Authority and FORTY NINERS SC STADIUM COMPANY LLC, a Delaware limited liability company (“StadCo”), are parties to that certain Amended and Restated Stadium Lease Agreement dated March 28, 2012 as amended and restated as of June 19, 2013 (as the same may be further amended from time to time, the “Stadium Lease”), pursuant to which StadCo is granted the right during the term of the Stadium Lease to use and occupy the Stadium for the operation of an NFL franchise, subject to, and on the basis of, the terms, covenants and conditions set forth in the Stadium Lease.

C. StadCo and FORTY NINERS FOOTBALL COMPANY LLC, a Delaware limited liability company (“Team”), are parties to a certain Sublease Agreement dated March 28, 2012, as amended and restated as of June 19, 2013 (as the same may be further amended from time to time, the “Team Sublease”), pursuant to which, during the term of the Team Sublease, the Team shall play its NFL home games at the Stadium, subject to, and on the basis of, the terms, covenants and conditions set forth in the Team Sublease.

D. The Authority, StadCo, and Stadium Manager are parties to a certain Stadium Management Agreement effective as of March 28, 2012, as amended by that certain First Amendment to Stadium Management Agreement dated November 13, 2012, that certain Second Amendment to Stadium Management Agreement dated May 9, 2013, that certain Third Amendment to Stadium Management Agreement dated June 19, 2013, and that certain Fourth Amendment to Stadium Management Agreement dated March 18, 2014 (as the same may be further amended from time to time, the “Stadium Management Agreement”), pursuant to which the Stadium Manager will manage the operation of the Stadium year-round on behalf of the Authority and StadCo for the term and on the basis specified in the Stadium Management Agreement.

E. Pursuant to the Stadium Management Agreemen t, the Stadium Manager is required to maintain and operate the Stadium and areas surrounding the Stadium, and, accordingly, desires to secure the general services generally consisting of event security services as more fully described in Exhibit A, entitled “Scope of Services” (the “Services”), attached hereto and incorporated herein by this reference.








 



2 F. Contractor represents that it, and its subcontracto rs, if any, have the professional qualifications, expertise, necessary licenses / certifications / permits, and desire to provide the Services which meet objectives and requirements of Stadium Manager.

G. In accordance with the Stadium Management Ag reement, the Stadium Manager is authorized to enter into this Agreement on behalf of the Authority and StadCo to engage Contractor to provide the Services. The Stadium Manager and Contractor desire to enter into this Agreement whereby Contractor will perform the Services subject to the terms and conditions of this Agreement, the Ground Lease, the Stadium Lease and the Stadium Management Agreement.

H. Stadium Manager and Contractor, as successor-in -interest to Landmark Event Staffing Services, Inc., are parties to that certain “Agreement for the Performance of Services” dated February 17, 2017, as amended from time to time (“Master Agreement”). It is understood and agreed this Agreement supersedes in its entirety that certain Master Agreement.

TERMS

1. DEFINITIONS.

A. Affiliate: shall mean any Person directly or indirectly controlling or controlled by or under direct or indirect common control with a Person. For purposes of this definition, “control” when used with respect to any entity means the power to direct the management and policies of such entity, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and “controlling” and “controlled” have meanings correlative to the foregoing.

B. Additional Indemnitees: shall mean the Authority’s Affiliates (including without limitation, the Authority’s Board of Directors, the City, its City Council, and all City or Agency commissions, officers, employees, volunteers and agents), the Bayshore North Project Enhancement Authority, the Successor Agency to the Santa Clara Redevelopment Agency, StadCo and its Affiliates, the Team and any Additional Team (i.e., an additional NFL franchise that plays its “home” games at the Stadium) (and their respective Affiliates), Manager’s Affiliates (if not any of the previously mentioned Persons), each other tenant of the Stadium and each Event promoter, and any mortgagee, bond trustee or other financial institution from time to time holding a lien or indenture upon Manager’s interest in the Stadium, the Stadium Lease or the Stadium Management Agreement.

C. Default Rate: shall mean a rate per annum eq ual to the lesser of (i) fifteen percent (15.0%) and (ii) the maximum non-usurious rate permitted by applicable law.

D. Fiscal Year: shall mean the twelve (12) mo nth period commencing April 1 of each year after the execution of this Agreement, except that the first Fiscal Year will commence on the Commencement Date of the Stadium Lease an d end on the next following March 31.

If this Agreement expires or terminates on a date other than March 31 of a particular year, there shall be a partial last Fiscal Year ending on the date of such termination.

E. Hazardous Substance: shall mean, as of any date: (a) any petroleum or petroleum products, flammable explosives, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insu lation, and transformers or other equipment that contain dielectric fluid containing polychlorinated biphenyls (PCBs); (b) any chemicals or other materials or substances which as of such date are defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” “contaminants,” “infectious wastes,” “pollutants” or words of similar import under any environmental law; an d (c) any other chemical or ot her material or substance, 







 



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

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

2. EMPLOYMENT OF CONTRACTOR.

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

3. SERVICES TO BE PROVIDED.

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

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

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

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

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

F. If at any time, Contractor fails or is otherwis e prevented from providing all or any portion of the Services whether due to a suspension or termination of any licenses or permits or otherwise, then, in addition to any other right of Stadium Manager, Stadium Manager shall have the right, in its sole discretion, withou t the payment of any kind to Contractor, to provide through any available means the Services, or any portion thereof, until such time as Contractor has resumed its provision of the Services. In the event Stadium Manager exercises its rights pursuant to this Section, Contractor shall, and shall cause its employees to cooperate and assist Stadium Manager in providing the Services.

G. Notwithstanding the foregoing, and subject to any restrictions imposed by the Authority, including pursuant to the Stadium Leas e and Stadium Management Agreement, the Stadium Manager and its designated agents reserve the right of access to all areas that Contractor is permitted to access, use and oc cupy hereunder for purposes of operating, inspecting, maintaining and repairing the St adium (and all improvements therein or thereon) and for the purpose of determining whether the terms, covenants and conditions contained in this Agreement are being fully and faithfully observed and performed by 







 



4 Contractor. Use of any space or property that Contractor is permitted to access, use and occupy hereunder for purposes other than th e operations to be conducted under this Agreement, without prior written approval of Stadium Manager in its sole discretion, is prohibited. Contractor shall not interfere with any other contractor, licensee or employee of the Authority, Stadium Manager or any other person working at the Stadium.

4. COMMENCEMENT OF SERVICES.

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

5. QUALIFICATIONS OF CONTRACTOR – STANDARD OF WORKMANSHIP.

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

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

6. TERM OF AGREEMENT.

Unless this section is subsequently modified by written amendment to this Agreement, the term of this Agreement (the “Term”) shall begin on the Effective Date and terminate on October 31, 2024.

All Services contained herein shall be completed prior to the end of the Term of this Agreement.

The Parties may, by written amendment, extend the Term.

7. WARRANTY.

Contractor expressly warrants that all Services co vered 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 ba sed. Contractor agrees to promptly replace or correct any incomplete, inaccurate, or defective Se rvices at no further cost to Stadium Manager when defects are due to the negligence, errors, or omissions of Contractor. If Contractor fails to promptly correct or replace Services, Stadium Manager may make corrections or replace Services and charge Contractor for the cost incurred by Stadium Manager.

8. PERFORMANCE OF SERVICES.

A. Contractor shall perform all Services in an efficient and expeditious manner and shall work closely with and be guided by Stadium Manage r. Contractor shall be as fully responsible to Stadium Manager for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as Contractor is for the acts and omissions of persons directly employed by it. Contractor will perform all Services in a safe manner and in accordance with all Applicable Laws and safety regulations, the policies and procedures issued by the Stadium Manager relating to the Services, the general operating procedures of the Authority, and any and all other applicable rules, regulations, policies and directives 







 



5 established or implemented by the Authority and/or Stadium Manager, the designees of either of them, or the NFL, from time to time, including scheduling rules, regulations and policies, related to the use or operation of the Stadium (collectively, “Stadium Policies”).

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

B. Contractor shall at all times maintain a suff icient number of qualified personnel at the Stadium and, if applicable, the Related Facilities ( e.g., offsite parking areas ) for the performance of all of Contractor’s obligations under this Agreement.

C. Contractor’s authorized personnel who are sch eduled to work at events at the Stadium (“Events”) shall be provided with ingress to and egress from the Stadium through a gate or gates designated for such purpose by Stadiu m Manager, without charge, during all days on which Events are held and at all other times necessary to enable Contractor to prepare for Events and fulfill its responsibilities unde r this Agreement. Contractor shall be bound by and comply with all rules, policies and procedures relating to security and access rights, including requirements related to screening an d identification of Contractor’s personnel, established from time to time by Stadium Manager. Nothing herein contained shall be held to limit or qualify the right of the Authority or Stadium Manager to a free and unobstructed use, occupation and control of the Stadium an d ingress and egress for itself, its lessees and the public.

D. Contractor shall obtain on or before the Commencement Date and shall thereafter maintain throughout the Term, at its cost and in its name, all licenses and permits necessary for the performance of the Services and any and all other licenses and permits required to be obtained by Contractor by the terms of th e Stadium Lease. Stadium Manager shall cooperate with Contractor in connection with applications submitted by Contractor for any and all licenses and permits and renewals th ereof. Contractor shall not submit any application for a permit or license without first providing Stadium Manager a reasonable opportunity to review it. Contractor shall furnish Stadium Manager with copies of such licenses and permits and renewals thereof as ar e physically maintained at the Stadium, and all other licenses or permits otherwise required under Applicable Laws or this Agreement and shall surrender all licenses and permits to Stadium Manager upon termination of this Agreement.

E. In the event that Contractor fails to obtain or maintain in full force and effect any material license or permit necessary for the perfor mance of the Services, including upon a suspension applicable to an Event or revoca tion thereof, (a) Stadium Manager shall have the right (but no obligation) to perform or have another Person perform the applicable obligation without compensation to Contra ctor and, whether or not Stadium Manager exercises that right or its termination rights, subject to the provisions set forth in Section 23 C., Contractor shall be responsible to Stad ium Manager for all damages, suffered by Stadium Manager as the direct result of Contractor’s breach of this Agreement; and (b) Contractor shall be considered in material breach of this Agreement, and Stadium Manager may, in addition to any other rights or remedi es it may have, immediately terminate this Agreement.

F. Contractor shall comply in all respects with the Santa Clara Business and Commercial Recycling Program, as the same shall be am ended from time to time, and shall, in 







 



6 partnership with Stadium Manager, prepare and implement a plan (the “Waste Reduction and Recycling Plan”) that targets 100% diversion of solid waste from all Events, including composting or other diversion of composta ble organics. Contractor shall train its employees in the methods and objectives of the Waste Reduction and Recycling Plan and shall direct and cause its employees to no t dispose of or discharge recyclables, compostables, waste, garbage, refuse or Hazardous Substances in any area in or outside the Stadium other than in areas specifically designated therefor. Contractor shall be responsible for expeditiously collecting, separating, recycling, bagging and delivering recyclables, compostables, trash and garbage generated within the Stadium Complex, and Contractor shall cause its employees to deposit such recyclables, compostables, trash and garbage in appropriate containers or equipment in the locations specified by Stadium Manager, whereupon Stadium Manager shall be responsible for the further delivery and ultimate disposal of such recyclables, compostables, trash and garbage. In addition, Contractor shall separate, compact and recycl e the trash generated by Events on non- Event days. Contractor shall take all action necessary to: (i) ensure that all such recyclables, compostables, trash and garbage are placed in bags and/or the appropriate receptacles or other containers (which receptacles and contai ners shall be provided by Contractor) that are durable for transport and not easily susceptible to breakage or leakage, (ii) notify Stadium Manager when the centralized Stadium recyclable, compostable and garbage receptacles are full and need to be emptied, (iii) prevent recyclables, compostables and trash from piling up around the outside of the receptacles and from using the Stadium receptacles in lieu of transferring the recyclables, compostables and trash to the required locations as described herein and (iv) ensure that recyclables, compostables and trash do not spill out prior to or during tr ansport. Contractor agrees to and is fully committed to participating in the separation an d recycling of refuse in the Stadium and to minimize the amount of non-recyclable and non-compostable refuse to be removed from the Stadium. All recyclable, compostable, trash and garbage receptacles within the areas controlled by Contractor shall be provided by Contractor and shall be cleaned and sanitized by Contractor in accordance with the standards reasonably set from time to time by the Authority and/or Stadium Manager, to ensure a consistently high standard of sanitation meeting or exceeding the standards set by the Santa Clara County Public Health Department and/or the City. Contractor will comply with all federal, state and local recycling and composting requirements and such recycling and composting programs implemented from time to time by the Authority and/or Stadium Manager and all rules and regulations applicable to the Stadium’s adherence to, and/or certification by, the Leadership in Energy and Environmental Design (LEED) Green Buil ding Rating System. Contractor shall indemnify Stadium Manager and make Stadium Manager whole for any out of pocket costs incurred by Stadium Manager which are solely attributable to any negligence or intentional act or omission of Contractor or any of its employees with respect to the recycling or trash removal program, including the expense of returned or rejected recyclable, compostable and trash removals due to mixing or contaminating the trash flow in violation of Applicable Laws or specific directives provided to Contractor in writing as part of the Stadium’s sustainability and recycling, composting or trash removal programs. Stadium Manager will determine the type, appearance and location of the recyclable, compostable and trash receptacles.

G. Contractor agrees not to use Hazardous Subs tances at the Stadium, except in accordance with Applicable Laws, and agrees to indemnif y, defend, and hold the Indemnified Parties harmless for all Losses (as defined in Section 23.A below) arising out of its use, generation or storage of Hazardous Substances at the Stadium.

H. Contractors acknowledges and agrees that Se rvices performed under this Agreement shall not create any right of lien for Contractor at the Stadium, which is a publicly owned building.

Contractor hereby waives and releases any right of lien against Stadium Manager, StadCo, the Authority, the City, and the Stadium for the Services or any other work performed by Contractor at the Stadium during the Term of this Agreement. 







 



7 I. If required by Applicable Laws, Contractor shall file a payment bond for one hundred percent of the total amount payable hereunder with and approved by Stadium Manager.

9. MONITORING OF SERVICES.

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

10. CORRECTION OF SERVICES.

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

11. RESPONSIBILITY OF CONTRACTOR.

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

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

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

D. Personnel.
i. Contractor shall hire, employ, train, su pervise and discipline any and all persons necessary to provide the Services in accordance with the terms of this Agreement and shall use its best efforts to ensure that its employees continually practice the high standards of safety, courtesy and service customarily followed in the conduct of a first-class operation. Contractor shall use its best efforts to select qualified, competent and trustworthy employees. Any and all persons who furnish services under this Agreement, whether or not employed by Contractor prior to the Effective Date, are exclusively employees, subcontractors and/or non-affiliated third parties 







 



8 employed by Contractor and are not employees of the Authority, the City, StadCo or Stadium Manager. Such persons furnishing services under this Agreement shall be subject to appearance standards mutually acceptable to the parties hereto and as permitted by Applicable Laws, and shal l wear, at all times while working at the Stadium, neat and clean uniforms provided by Contractor and approved by Stadium Manager. Such uniforms shall bear such lettering and insignia (including the name and logo of the Stadium, the Stadium naming rights sponsor, if required, and the location of the employee's assignment ( e.g., a Club or Suite area)) as Stadium Manager may require and shall be of a design reasonably satisfactory to Stadium Manager. Contractor shall cause its employees to conduct themselves in a professional and courteous manner, and not to unreasonably disturb or interfere with Events. Contractor shall at all times maintain accurate records of the names, addresses, employment history and other legal identification of those to whom Contractor issues employee badges, uniforms or other identifying items to ensure the proper identification and legal working status of Contractor's employees at the Stadium. Contractor shall conduct such background and other security screening checks on its employees as Stadium Manager shall reasonably request from time to time and shall not knowingly hire any person who has been previously terminated by the Authority, StadCo, Stadium Manager or any of their respective Affiliates or contractors. Upon Stadium Manager's request, and so long as any such action shall not be contrary to law, Contractor shall immediately remove from the Stadium any employee, agent, contractor or invitee of Contractor and permanently revoke such person's access credentials.
ii. Intentionally Left Blank.
iii. Contractor shall conduct regularly scheduled employee training programs appropriate to the Services provided, including any programs specifically requested by Stadium Manager, for all of its employees working in the Stadium (the “Employee Training Programs”). The Employee Training Programs will be mandatory for all employees, agents and any subcontractors of Contractor and, at a minimum, will include customer service, guest interaction, security procedures and specific job skills training, and will be conducted in such frequency as may be approved or directed by Stadium Manager. Contractor shall cause all Employee Training Programs to be periodically re viewed (no less frequently than annually) and updated to the extent necessary to maintain the standard of service requested by Stadium Manager. All employees of Contractor shall also be required to attend such policy and procedures training sessions as may be held by the Stadium Manager, as well as the Stadium orientat ion tour and training conducted by the Stadium Manager. Contractor shall not permit any employee, agent or subcontractor to work at an Event prior to his or her completion of the prescribed training sessions and Employee Training Programs.
iv. Contractor shall promptly notify Stadium Manager upon voluntary or involuntary termination of employment of its employees or contractors and ensure that each such terminated individual is denied further access to the Stadium. In no event shall the Authority, the City, StadCo or Stadium Manager be liable, and Contractor shall indemnify, protect, and hold the Authority, the City, StadCo and Stadium Manager harmless, for Contractor's record keeping (or lack of record keeping), including the legal identification and working status of Contractor's employees and subcontractors, or for any other matters relating to Contractor's employees or subcontractors.

12. COMPENSATION AND PAYMENT.

A. In consideration for Contractor’s performance of the Services in accordance with the requirements of this Agreement, Stadium Manager shall pay Contractor for all materials 







 



9 provided and services rendered by Contractor in the amount(s) set forth in Exhibit B , entitled “Contractor Compensation and Fees.”
B. Contractor will invoice Stadium Manager for fees as set forth in Exhibit B , subject to verification by Stadium Manager. Except as otherwise expressly provided in Exhibit B, Stadium Manager will pay Contractor within thirty (30) days of Stadium Manager’s receipt of a valid invoice.

13. TERMINATION OF AGREEMENT.

A. In addition to any other rights or reme dies Stadium Manager may have, Stadium Manager may terminate this Agreement by written notice to Contractor if: (i) Contractor fails to correct to the reasonable satisfaction of Stadium Manager any condition created or controlled by Contractor that, in Stadiu m Manager’s reasonable judgment, poses a hazardous condition to occupants of the Stadium Complex, any of the Related Facilities (e.g., offsite parking areas), or any portion thereof, within twenty-four (24) hours after receipt of written notice from Stadium Manager; (ii) Contractor fails to perform any material obligation under this Agreement and such failure continues unremedied for a period of ten (10) days after receipt of written notice from Manager of the particular failure to perform (or thirty (30) days in the case that a remedy has commenced but cannot reasonably be accomplished in ten days); (iii) Contractor is placed into bankruptcy either voluntarily or involuntarily (and such involuntary proceeding is not dismissed within sixty (60) days), becomes financially insolvent, takes the benefit of any present or future insolvency statute, makes a general assignment for the benefit of creditors, or consents to the appointment of a receiver, trustee, or liquidator of all or substantially all of its property; (iv) Contractor transfers or permits a transfer of th is Agreement in violation of Section 14; (v) Contractor fails to obtain and/or maintain requir ed licenses and permits under Section 8.D; or (vi) Contractor fails to work cooperatively and in good faith with the Authority, Stadium Manager, any of their respective Affiliates or any of subcontractors of any of the foregoing.

Contractor and Stadium Manager acknowledge and agree that termination of this Agreement by Stadium Manager pursuant to this Section shall be “for cause.” B. Upon the termination or expiration of this Agreement, (1) Contractor shall immediately surrender possession of the Related Facilities, if any (including any and all leasehold and other improvements therein), uniforms, equipm ent (and related manuals and software) to Stadium Manager, (2) Contractor shall imme diately assign to Stadium Manager or its designee(s) all right, title and interest of Contractor in and to all items purchased by Contractor in connection with the Servic es (including uniforms and equipment), (3) Contractor shall make all payments requir ed to be made by Contractor under this Agreement, (4) to the extent permitted by Ap plicable Laws, Contractor shall immediately surrender possession of and assign to Stadium Manager all permits and licenses acquired by Contractor in compliance with this Agreement and any Applicable Laws, and (5) all matters, rights and liabilities existing on the date of termination between the parties hereto shall be determined as of such terminat ion date (except as described above), and discharged as promptly as possible thereafter, including any known claims for damages either party may have against the other for breach of the terms and conditions hereof. Any such surrender shall require delivery of possession in good condition, reasonable and ordinary wear and tear excepted and otherw ise in compliance with the terms of this Agreement. Notwithstanding any termination or expiration of this Agreement, all liabilities and obligations of the parties will survive until they are fully satisfied.

C. If the Stadium is destroyed or otherwise rend ered unusable for more than thirty (30) days for any reason (a “Casualty Event”), Stadium Manager shall give Contractor a notice within ninety (90) days after the Casualty Event stating that whether the Authority intends to rebuild or restore the Stadium. If the notice states that the Authority will not rebuild or restore the Stadium, this Agreement shall be terminated. If the notice states that the Authority intends to rebuild or restore the Stadium, the Parties’ obligations hereunder shall 







 



10 be abated during that period. If such notice states that the Authority reasonably believes that it will take longer than two (2) years to restore or rebuild the Stadium or, if a shorter amount of time, such amount of time is longer than the remainder of the Term, either party shall have the option of terminating this Agreement by written notice to the other at any time within one hundred and eighty (180) da ys after Stadium Manager gives such notice, and such termination shall be effective one hundred twenty (120) days after the other party’s receipt of such notice. Contractor shal l not be entitled to any monetary or other damages or compensation from Stadium Manager in the event of a Casualty Event.

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

14. NO ASSIGNMENT OR SUBCONTRACTING OF AGREEMENT.

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

B. Stadium Manager may sell, assign, pledge an d otherwise transfer or encumber (each, a “transfer”) this Agreement and any or all of its rights and obligation s hereunder to any other Person, including any source of or guaran tor or insurer of financing or any trustee, collateral agent or other Person appointed in connection with such financing (each, a “Manager Assignee”), whether by security agreement, collateral assignment, transfer or otherwise; provided, that such transfer shall not relieve Stadium Manager of its obligations under this Agreement unless such Manager Assignee assumes in writing Stadium Manager’s obligations under this Agreement. Upon reasonable prior notice from Stadium Manager, Contractor shall make any payments due hereunder to such Manager Assignee and shall execute and deliver any document s that Stadium Manager or any Manager Assignee may reasonably request to ackn owledge and confirm that upon any such transfer, this Agreement will remain in full force and effect, will continue to be a legal, valid and binding obligation of Contra ctor enforceable in accordance with its terms (subject to applicable bankruptcy or insolvency laws and general principles of equity), and that (to the extent accurate and correct) nei ther Contractor, nor to Contractor’s knowledge, Stadium Manager is in material breach or violation of this Agreement.

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

15. NO THIRD-PARTY BENEFICIARY.

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







 



11 16. INDEPENDENT CONTRACTOR.

Contractor and all person(s) employed by or cont racted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of Stadium Manager, the Authority or StadCo. Contractor has full rights, however, to manage its employees in their performance of Serv ices under this Agreement. All liabilities that may arise as a result of Contractor's status as an employer shall be borne exclusively by Contractor, including liability relating to payments required to be made under, and documents to be filed with respect to, the Federal Insurance Contribution Act and the Federal Unemployment Tax Act or any similar federal, state, city or local legislation or other Applicable Laws. Contractor is not authorized to bind Stadium Manager, the Authority or StadCo to any contracts or other obligations.

17. NO PLEDGING OF STADIUM MANAGER’S CREDIT.

Under no circumstances shall Contractor have the au thority or power to pledge the credit of the Stadium Manager or any other of the Indemnified Parties or incur any obligation in the name of such Persons. Contractor shall save and hold harmless the Authority, StadCo, Stadium Manager, their respective Affiliates, and their respective officers, employees, boards and commissions for expenses arising out of any unauthorized pledges of credit by Contractor under this Agreement.

18. CONFIDENTIALITY OF MATERIAL.

All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions, or other information developed or received by or for Contractor and all other written information subm itted to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor and shall not, without the prior written consent of Stadium Manager, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Contractor which is otherwise know n to Contractor shall be deemed confidential.

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

19. NO USE OF STADIUM MANAGER NAME OR EMBLEM.

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

20. OWNERSHIP OF MATERIAL.

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







 



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

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

Contractor shall submit to Stadium Manager any and all reports concerning its performance under this Agreement that may be requested by Stadium Manager in writing. Contractor agrees to assist Stadium Manager in meeting Stad ium Manager’s reporting requirem ents with respect to Contractor’s Services hereunder.

22. FAIR EMPLOYMENT.

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

23. HOLD HARMLESS/INDEMNIFICATION.

A. Contractor shall indemnify, defend and hold harmless the Authority, Stadium Manager and the Additional Indemnitees, and their respective officers, directors, managers, members, partners, owners and employees (collectively, “Indemnified Parties”) from and against all losses, costs, suits, actions, claims, damages, amounts paid in settlement, liabilities, costs and expenses, including reasonable attorneys’ fees (collectively, “Losses”), resulting to, imposed upon, asserted against or incurred by any of them (including in any action between the parties) directly connected with or directly arising out of (i) any breach by Contractor under this Agreement, (ii) any negligent activity, inactivity, work or thing done or permitted by Contractor or its employees, agents or contractors in or upon the Stadium or Related Areas, in the performance of the Se rvices, or (iii) any injury or damage to any Person or to the property of any Person caused by any negligent action or omission or willful misconduct of Contractor or its employees, agents or contractors in the performance of the Services. Notwithstanding the foregoing, Contractor’s indemnity obligations herein shall not apply to injury or damage arising out of the sole negligence or willful misconduct of Stadium Manager.

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








 



13 C. EXCEPT WITH RESPECT TO THIRD PARTY CLAIMS, CONTRACTOR SHALL

HAVE NO LIABILITY FOR ANY TYPE OF INDIRECT, SPECIAL, INCIDENTAL,

PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED

TO LOSS OF OPPORTUNITY OR LOSS OF REVENUE OR PROFIT
HEREUNDER.

24. INSURANCE REQUIREMENTS.

During the term of this Agreement, and fo r any longer time period set forth in Exhibit C entitled “Insurance Requirements” and attached hereto and incorporated herein by this reference, Contractor shall purchase and maintain in full fo rce and effect, at no cost to Stadium Manager insurance policies with respect to employees and vehicles assigned to the performance of Services under this Agreement with coverage amounts, requ ired endorsements, certificates of insurance, and coverage verifications as required in Exhibit C.

25. AMENDMENTS.

This Agreement may be amended only with the written consent of both Parties.

26. INTEGRATED DOCUMENT.

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

27. SEVERABILITY CLAUSE.

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

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

29. NOTICES.

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

Attention: Francine Hughes, Execut ive Vice President and General Manager Address: Forty Niners Stadium Management Company LLC
4900 Marie DeBartolo Way
Santa Clara, CA 95054

With a copy to: Legal Affairs
Forty Niners Stadium Management Company LLC
4949 Marie P. DeBartolo Way
Santa Clara, CA 95054

And to Contractor as follows:









 



14 Attention: Ty Richmond, President
Address: Allied Universal Event Services
450 Exchange
Irvine, CA 92602
Telephone: 661.607.6448
Email: [email protected]
If notice is sent via email, a signed, hard copy of the material shall also be mailed. The workday the email was sent shall control the date notice was deemed given if there is a computer-generated confirmation of receipt returned to the sender on the date of transmissi on. An email transmitted after 1:00 p.m. on a Friday shall be deemed to have been transmitted on the following Monday.

30. CAPTIONS.

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

31. LAW GOVERNING CONTRACT AND VENUE.

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

32. DISPUTE RESOLUTION.

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

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

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

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

33. COMPLIANCE WITH ETHICAL STANDARDS.

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







 



15 34. CONFLICT OF INTERESTS.

This Agreement does not prevent either Party from entering into similar agreements with other parties. To prevent a conflict of interest, Contractor certifies that to the best of its knowledge, no Stadium Manager, StadCo, Team, Authority, or City officer, employee, or authorized representative has any financial interest in the business of Co ntractor and that no pe rson associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with th e provisions of California Government Code Section 87100 and following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise Stadium Manager if a conflict arises.

[Signatures continued on next page]








 




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

STADIUM MANAGER:

FORTY NINERS STADIUM MANAGEMENT COMPANY LLC

By:_________________________________

Name: Francine Hughes

Title: Executive Vice President & General Manager

CONTRACTOR:

STAFF PRO INC. DBA ALLIED UNIVERSAL EVENT SERVICES

By:_________________________________

Name: Ty Richmond

Title: President









 




17 EXHIBIT A

SCOPE OF SERVICES

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

A. Overview
Contractor shall provide unarmed, uniform security officer services for Stadium Manager on an annual basis for NFL events, Non-NFL events such as concerts, soccer games, etc., and various non ticketed events scheduled at Levi Stadium, requiring a need for security services.

Contractor shall provide and supervise security officers who have passed pre-employment drug screening and background checks prior to employment. It is also expected these officers have the mental and physical qualifications, as well as the experience and training needed to successfully perform their assigned duties. The security officer must have a temperament to work and communicate with adults, teens, and children of all ages and be capable of controlling a crowd in varying environments. The Contractor is responsible for ensuring that security officers meet or exceed California’s training requirements
1 and have a clear understanding of performance standards, as well as both required and prohibited activities, set forth by the Stadium Manager, San Francisco Forty Niners, the NFL, event promotors, and others. The Contractor is responsible for documenting post orders for each role with input from the Stadium Manager.

The security officer’s main responsibility will be to maintain an orderly atmosphere through enforcement of the Stadium’s Fan Code of Conduct, the NFL’s best practices, and other crowd management initiatives as required through the Stadium’s Safety Act partnership with the Department of Homeland Security.

B. Security Requirements
The following scope of work and general practices provides a framework for describing the security tasks performed on a consistent basis. The following security methods, techniques, and requirements are established as performance measurements in determining acceptable levels of work performance and work quality. The list is not meant to be all-inclusive but to set the minimum standard for all tasks.

Contractor will provide unarmed security services for Levi’s Stadium for the types of events shown below, a 24/7 support coverage (as needed) to support overnight Stadium lockdown and/or otherwise agreed upon by Stadium Manager. At a minimum the following number of positions need to be made available and scalable based on Stadium Manager’s needs to provide adequate coverage.

1. San Francisco 49ers Games (10+ annually) (NFL ticketed event) a. Area Director: 2 (4 hours before event start)
b. Event Manager: 4 (4 hours before event start)
c. Event Staff I: 375 (2 hours before event start)
d. Supervisors: 30 (2.5 hours before event start)
e. Dispatcher: 3 (3 hours before event start)
f. Roam Team: 60 (2 hours before event start)
g. Event Staff II: 85 (2 hours before event start)
h. Field Incursion (FIT) Team: 10 (2 hours before event start)

1 As dictated by the California Bureau of Security and Investigative Services 







 




18 2. Non-NFL Event – Ticketed Concert
a. Area Director: 2 (4 hours before event start)
b. Event Manager: 4 (4 hours before event start)
c. Event Staff I: 375 (2 hours before event start)
d. Supervisors: 30 (2.5 hours before event start)
e. Dispatcher: 3 (3 hours before event start)
f. Roam Team: 60 (2 hours before event start)
g. Event Staff II: 85 (2 hours before event start)

3. Non-NFL Event – Ticketed Soccer Event
a. Area Director: 2 (4 hours before event start)
b. Event Manager: 4 (4 hours before event start)
c. Event Staff I: 375 (2 hours before event start)
d. Supervisors: 30 (2.5 hours before event start)
e. Dispatcher: 3 (3 hours before event start)
f. Roam Team: 60 (2 hours before event start)
g. Event Staff II: 85 (2 hours before event start)

4. Special Event – Non Ticketed Events
a. Contractor will work with event manager and Stadium Manager in a proper deployment for security services required for each individual event. * Time in parentheses is the expected start time for each staff member listed above per event. The event start is defined by the events’ pre-designated door times. ** Overnight and stadium lockdown staffing will be directed on a weekly basis based off event requirements. Contractor will work directly with Stadium Manager in these needs. *** A minimum of 50% of the above allocations must be cut no later than 1 hour after the event ends. The end of event is defined as the last play of the game, the lost song by an artist, or as dictated by Stadium Manager for smaller special events.
**** The remaining 50% are expected to facilitate final clearing of the stadium and physical checks of all spaces to ensure the Stadium is clear. Once suites and club spaces close, the remaining 50% will support in egress of these spaces. The remaining staff should not be on duty longer than 2 hours past the events’ end unless approved by Stadium Manager.

C. Personnel Requirements
Security Personnel Levels: The security firm should provide personnel across various levels, including but not limited to:

1. Event Staff Level I

2. Supervisors

3. Event Staff Level II - Emergency Response Teams (Off-Duty Officers)

4. Dispatcher

5. Roam Teams

6. Management (e.g., Management and Area Directors)
** All security personnel provided by the Contractor are required to be guard card certified through the State of California’s Bureau of Investigative Security Services. The Contractor is responsible for maintaining guard card certificates and ensuring all guard cards are verified upon staff check in and that all are valid and in good standing, for every shift.








 




19 Administrative Personnel: All administrative personnel costs will not be borne by the Stadium Manager and should be listed separately. Administrative roles may include, but are not limited to:

1. Administrative Assistants

2. Operations Coordinators

3. Logistics Coordinators

4. Communication Officers
Staffing Definitions
Area Director – senior manager level support with the autonomy to make necessary business decisions in a moment’s notice. Will report to Stadium security management on all things directly and will serve as the direct point of contact for all things Contractor related.

Event Manager – manager level support who will assist Area Director in ensuring event logistics and staffing needs are met on all levels. Will work with Stadium on staffing allocations and deployments on event day. Will complete event staffing deployments and will properly brief Supervisors prior to the start of each event.

Supervisor – will support event managers in security officer deployments. Will be responsible for response team and incident management, as well as ensuring all staffing allocations are properly met.

Will conduct post checks and provide a post order review for all security officers on deployment during each event.

Event Staff I – trained staff standing post as required by Contractor. Will also be responsible for entry screening procedures aided by the use of technology for screening measures as dictated by Stadium Management. Will also support the Stadiums Emergency and Incident Response plans when activated, as directed by the Stadium.

Roam Team – roving patrol teams, in pairs of 2, responsible for foot patrols of predesignated areas noted on their deployment. Will observe and report all security incidents to Supervisors and assist in incident response and security response as dictated through the Command Post.

Event Staff II – off duty law enforcement officers who will be first on scene for all security calls for service including theft, intoxication, fights, etc. Will also support the Stadiums Emergency and Incident Response plans when activated, as directed by the Stadium.

Dispatcher – will support the Command Post (CP) and work with Stadium Management Incident Commander as required. Will be responsible for documentation of incidents and noting appropriate events with the use of the Stadiums reporting system, 24/7. Will monitor radio traffic and communicate with Contractor Supervisors during the event.

Field Incursion (FIT) Team – field officers required by the NFL for San Francisco Forty Niners events only. These officers are responsible for immediately responding to any patrons attempting to interrupt game of play, by entering the field of play at any time. In conjunction with Police, will be responsible for the removal of said individual from the field.

Admin – check in support for staff available to assist managers and directors with administrative duties.

D. Service Levels
Contract security personnel will provide a variety of services, including NFL, promotor, and Stadium security objectives according to all policies and procedures set forth by the various groups. These may 







 




20 include but is not limited to the following general disciplines:

1. Access Control:
a. Implement and manage access control procedures for events of varying sizes to ensure only authorized personnel enter designated areas.
b. Monitor and control entry and exit points to prevent unauthorized access. c. Facilitate the security screening proces s for all guests and employees entering the Stadium with the use of Magnetometer screening, both frictionless and non-frictionless. d. Verify the validity of credentials at all access points into the stadium, whether it is a Stadium issued badge, an actual paid ticket for an event, or on a list provided internally with those who are granted access for a specific non-ticketed event. e. Secures all back of house areas, incl uding equipment, broadcast compounds, and personnel entering and exiting the Stadiums’ loading docks.

2. Crowd Management:
a. Work directly with Stadium Manager and public safety to develop a comprehensive crowd management plan adaptable to events with different scales to ensure the safe and orderly movement of attendees for both NFL events and non-NFL events. b. Work directly with Stadium Management to coordinate with local law enforcement to manage crowds effectively during incident and emergency response. c. Respond to, and properly document, incidents as directed by dispatch in the CP.

3. Baggage and Item Inspection:
a. Conduct thorough inspections of bags and pe rsonal items at designated entry points for events of varying sizes.
b. Implement effective screening procedures to detect prohibited items. c. Responsible for checking bags and enforcing the Stadium’s bag policy, with the ability to safely conduct a proper assessment of the contents of the approved bag before it enters the Stadium.

4. Surveillance and Monitoring:
a. Observe and report, via roving patrols, guest activity and addressing any fan code of conduct issues seen or reported.
b. Continuously monitor live feeds and respond to any suspicious activities promptly utilizing the Stadium’s CCTV infrastructure.
c. Observes and reports on security threats on the Stadium property, including all exteriors and internal parking lot spaces.

5. Emergency Response:
a. Work with Stadium Manager and public safety to develop and implement an emergency response plan adaptable to events of different magnitudes in coordination with local emergency services and Stadium Manager.
b. Conduct regular drills to ensure quick and efficient responses to various emergency scenarios. Document all drills and trainings held.
c. Learns and executes Stadium security response, access control, and evacuation plans.

6. Communication:








 




21 a. Establish effective communication channels among security personnel and with event organizers for events of varying sizes.
b. Provide clear and timely updates to event organizers and relevant authorities. c. Area Director working in office out of the Stadium Security Offices 3 days a week.

7. Emergency Response Teams (Off-Duty Officers):
a. Deploy off-duty law enforcement officers trained in emergency response to enhance the speed and efficiency of on-site reactions to critical incidents. b. These officers are the Event Staff II Officers, with a higher skill level, trained in specific de-escalation and crowd management techniques.

E. Staffing Support
Contractor will be required to provide all security services required to meet the specifications outlined in the scope of work and cannot selectively decline to perform a particular service. If the Contractor is unable to meet the specifications of the scope for a specific event, or does not properly fulfill their staffing requirements, the Stadium reserves the right to separately contract for any security related services. If this is necessary for the Stadium, the Contractor will assume repayment penalties, or invoice reductions, for any staffing needs not fully fulfilled. See staffing table below for penalty allocations as dictated by Stadium Manager.

Contractor must request in writing any late staffing adjustments to account for staffing shortages, call offs, and/or no shows. Stadium Manager will respond to and approve any requests in writing, at their discretion, on a case-by-case basis. Any overages that were not approved and transported to site for potential support, are not to be billed to the Stadium and are costs the Contractor will be responsible for.

Contractor is responsible for submitting all time sheets and total staffing calls no later than the start of the 2 nd quarter for all NFL Events and 2 hours after doors for all non-NFL events to Stadium Manager. The Contractor will be required to submit time sheets with all invoices for each event.

F. Qualifications and Requirements
Prospective Contractors should meet the following criteria throughout the entire contract term, adhering to both California regulations and NFL Best Practices for Stadium security:

1. Experience:
a. Contractors must have a minimum of 10 years of experience in providing event security services for large-scale events, with a preference in sports. b. Demonstrated success in managing security for venues with similar capacities and similar disciplines.

2. Licensing and Certification (California Requirements):
a. Guard Card Security Personnel must hold valid California Guard Registration (Guard Card) as per the requirements of the California Bureau of Security and Investigative Services (BSIS).
b. Crowd management personnel must have addi tional certifications as required by local authorities as recommended by Stadium Management.

3. Training Requirements (California and NFL):
a. Security personnel should undergo mandat ory training in accordance with California regulations, covering topics such as legal powers and limitations, use of force, de- escalation, public relations, anti-terrorism, and emergency procedures. 







 




22 b. Adherence to NFL Best Practices for Stadium Security training requirements, including specific modules on threat assessment and emergency response. c. Contractor must undergo Crowd Management Training approved by the Fire Code Official as recognized in the California Fire Code and California Code of Regulations, Title 19.
d. Contractor will develop a comprehensive se t of post orders documenting both general procedures as well as site-specific responsibility for staff training. e. Post orders will be prepar ed prior to the commencement of the contract and must be reviewed and approved by Stadium Manager prior to the contractual agreement. f. All security officers will be required to read and verify they understand the post orders and, at a minimum, will be assessed during the on-the-job training period, semi-annual or more frequently during-site inspections.
g. Contractor will be required to conduct regularly scheduled employee training programs as requested by Stadium Manager
h. All training done by Contractor as it relates to business at Levi’s Stadium must be tracked and recorded with sign in sheet of those attended, as well as an agenda covering the topics trained on.

4. Technology and Equipment:
a. Contractor will be required to use and train personnel on access to modern security technology, including frictionless and non frictionless magnetometers. b. Contractor will be required to use and train personnel on any weapons detections systems or screening technology procured by stadium management. c. Contractor will be required to use and train personnel on use of hand wands. d. Contractor will be required to use and train personnel on use of body worn cameras in positions where required.
e. Contractor will be required to use and train personnel on use of two-way radio for communication.

5. Rate Breakdowns and Annual Increases:
a. Provide a detailed rate breakdown for each level of security personnel. b. Specify any annual increases in rates over the duration of the three-year contract with suggested escalators for the respective one-year renewals.

G. Performance and Reporting Requirements
Contractor will provide appropriate and necessary management and supervision for all employees and will be responsible for instituting and invoking disciplinary action of employees not in compliance with Stadium Management’s rules and regulations, as well as any other policy established by the contracting parties.

Contractor will ensure hiring, training and administration of motivated and professional employees that meet or exceed both the Contractor’s Standards, as well as the San Francisco 49ers. Contractor is responsible for the daily personal appearance of security personnel. Contractor will provide seasonal uniforms and weather appropriate protective clothing necessary to support continuous performance of Contractor requirements which all must be approved by Stadium Management prior to contractual agreement. Contractor will provide two-way communication devices to personnel. Contractor will be required to share all training documents, presentations, power points, post orders, etc., with Stadium Manager to be included in the Stadium’s Safety Act submittals and management of documentation and training materials.

Contractors may be required to submit monthly reports describing staffing allocations, work performed, work status, work progress, difficulties encountered, remedial actions taken, performance complaints and violations reported. Performance complaints and violations include, but are not limited to, no call/no show rates, backfill rates and numbers, personnel complaints, violation of policies and procedures by staff 







 




23 members, and violation of uniform dress, appearance standards, and guard card verification. Stadium Manager will require After Action Reports after every large-scale event.

The Stadium Manager reserves the right to audit Contractor’s performance without notice throughout the performance period.

H. Service Level Agreement

Based on the proposal response, both Parties shall incorporate a written Service Level Agreement (defined as the “SLA”) outlining the administrative and operations plan within 30 days from the Effective Date of the agreement. The SLA will incorporate financial penalties for non-performance identified at events, should Contractor's performance fail to meet service levels established in the agreement, such penalty shall remain in effect for until such time those performance issues are cured.

The Stadium Manager shall conduct a year-end review of Contractor’s performance following completion of the first year of the Term of this Agreement and will notify Contractor of the results of such review. In the event Contractor’s performance is deemed by Stadium Manager to be below the standards specified in this Agreement including, without limitation, the service level agreement established in accordance with the foregoing paragraph, the Stadium Manager may treat Contractor’s substandard performance as a material breach of this Agreement such that Stadium Manager may, in its discretion, move forward with termination following notice and an opportunity to cure within the time specified and in accordance with the procedures set forth in Section 13 of the Agreement.









 




24 EXHIBIT B

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

A. August 1, 2024 through October 31, 2025 Rates

Position Standard Hourly Rate Overtime / Holiday
Hourly Rate
Double Time Hourly
Rate
Event Manager $40.76 $42.76 $81.52
Area Director $40.76 $42.76 $81.52
Event Supervisor $40.76 $42.76 $81.52
Roam Team $36.99 $38.99 $73.98
Event Staff Level I $36.99 $38.99 $73.98
Dispatcher $36.99 $38.99 $73.98
Event Staff Level II $61.69 $63.69 $123.38
Field Incursion Team $40.76 $42.76 $81.52
Admin (Check-In) $36.99 $38.99 $73.98

Refer to additional pricing details below.

B. Pricing Details

The following details provide additional information to the hourly rates:

1. Account Manager – dedicated position assigned to the account as referenced in the RFP at no cost to Stadium Manager.

2. Event Manager, Event Supervisor and Event Dire ctor positions are hourly rates (as these are not salaried employees) and will be charged for the actual hours worked. Proof of hours worked shall be submitted with the Contractor’s invoice.

3. Stadium Manager will not incur any cost for a ssigned personnel for absenteeism/no-show and will only pay for actual hours worked.

4. All hourly bill rates include all payroll taxes, insurance, and overhead.

5. There is a 4-hour minimum for all confirmed personnel working on site and verified attendance.

6. Contractor will administer all cost accounting an d billing relative to this contract. All invoices should be submitted no later than 30 days after the events’ conclusion. For any late invoices, a one-time 15% discount fee will be applied to the overall total cost.









 




25 EXHIBIT C

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

1. Commercial General Liability (“CGL”) insurance, written on standard ISO “occurrence” policy form CG 00 01 or a substitute form providing coverage at least as broad as the ISO form specified, affording protection against liability arising out of personal injury, bodily injury, death, and damage to property occurring in or about the property in the minimum amount of Five Million Dollars ($5,000,000) per occurrence and Ten Million Dollars ($10,000,000) in the annual aggregate.

2. Business Automobile Liability (“AL”) insurance in the minimum amount of Two Million Dollars ($2,000,000) each accident with respect to owned, hired and non-owned vehicles.

3. Workers compensation insurance, as required by applicable law.

4. Employer's liability (“EL”) insurance in the minimum amount of One Million Dollars ($1,000,000) each accident, One Million Dollars ($1,000,000) each employee, by disease, and One Million Dollars ($1,000,000) policy aggregate by disease.

5. Employment Practices Liability insurance with limits of at least Five Million Dollars ($5,000,000) each claim and, in the aggregate, including third party coverage. Coverage shall be on a claims- made basis with a retroactive date no later than the effective date of this Agreement, with coverage to be continuously renewed and maintained throughout the Term, plus a period of three (3) years with the option of meeting such three (3) year requirement through the use of a three (3) year extended reporting period endorsement that is effective at the end of the Term.

6. Crime insurance, including employee dishonesty, covering all of Contractor's agents, contractors, managers and other employees, and including third party coverage, in the minimum amount of One Million Dollars ($1,000,000) each claim.

7. Liability insurance covering claims arising out of errors and omissions by vendors rendering professional services, in the minimum amount of Five Million Dollars ($5,000,000) each occurrence including contractual liability coverage, with all coverage retroactive to the earlier of the date of agreement or commencement of Contractor's services and with coverage to be continuously renewed and maintained throughout the Term, plus a period of three (3) years with the option of meeting such three (3) year requirement through the use of a three (3) year extended reporting period endorsement that is effective at the end of the Term.

8. Umbrella or excess liability insurance in the minimum amount of Thirty Five Million Dollars ($35,000,000) per occurrence and in the aggregate providing following form excess coverage over the CGL, AL, and EL insurance specified above, including but not limited to the required additional insureds and additional insured coverage.

9. Terrorism insurance coverage, to the extent provided under TRIA or an extension thereof, shall be required for all insurance policies required in this Agreement.

10. The above stated minimum limits may be achieved by a combination of primary and excess coverage. Any deductible or self-insured retention amounts are the 







 




26 sole responsibility of the Contractor.

11. The Contractor’s CGL, AL, and Umbrella or excess liability insurance policies shall include Stadium Manager, Santa Clara Stadium Authority, City of Santa Clara and each of their respective parent companies, subsidiaries, affiliates, officers, directors, and em ployees (collectively, the “Additional Insured Parties”), as additional insureds up to the contractually required limits. In all cases, the insurance afforded to the Additional Insured Parties hereunder shall be primary insurance and, in the event the Additional Insured Parties maintain other insurance that is applicable to the loss, it will be on an excess or contingent basis. For Contractor’s CGL insurance, ISO endorsement CG 20 10 04 13 and CG 20 37 04 13 or equivalent manuscript endorsement shall be the additional insured wording required. ISO endorsement CG 20 01 04 13 or an equivalent manuscript endorsement shall be the primary/non- contributory wording required.

12. At Stadium Manager's request from time to time (and in any event not less than 15 (fifteen) days prior to the expiration dates of any expiring policies or bonds furnished by Contractor) , Contractor shall furnish to Stadium Manager a certificate of insurance supplied by each such insurer and surety showing that the insurance and bonds required hereunder are in full force and effect and showing the limits thereof and that all such policies and bonds contain the provisions and endorsements required hereunder, and including copies of any required additional insured endorsements and primary/non- contributory endorsements.

The certificate(s) of insurance shall be subject to
approval of Stadium Manager, but failure of Stadium Manager to request such certificate or other evidence of Contractor’s compliance with insurance requirements, or failure of Stadium Manager to identify deficiencies from evidence that is provided, shall in no way limit or relieve Contractor of its obligations to maintain such insurance. In the event of a claim that involves a coverage dispute associated with any insurance policy or policies required to be obtained by Contractor hereunder, Contractor shall furnish evidence of coverage pursuant to such policy or policies to Stadium Manager with 10 days of Stadium Manager’s written request.

13. All insurance policies and bonds required to be maintained by Contractor shall be issued by insurers or sureties (as the case may be) reasonably satisfactory to client, authorized to do business in the state of California and having an AM Best rating and financial size category of A- /VII or better.

14. All required policies of the Contractor shall provide (i) a waiver by the insurer of any right to subrogate against Stadium Manager, Santa Clara Stadium Authority, City of Santa Clara or any of their respective parent companies, subsidiaries, affiliates, officers, directors, or employees (ii) a severability of interest or endorsement where by Contractor’s required insurance shall apply separately to each insured or additional insured; and (iii) a provision that the insurer will not cancel or change the coverage provided b y such without giving the Stadium Manager thirty (30) days' prior written notice.

15. The insurance requirements set forth in minimum amounts herein shall not be construed to relieve Contractor for liability in excess of such coverage, nor shall it preclude Stadium Manager from taking such other actions as is available to it under any other provision of the Agreement. 







 




EXHIBIT D

ETHICAL STANDARDS FOR CONTRACTORS SEEKING TO ENTER INTO AN AGREEMENT WITH

STADIUM MANAGER

Termination of Agreement for Certain Acts.

A. Stadium Manager may, at its sole discretion, terminate this Agreement in the event any one or more of the following occurs:

1. If a Contractor 2 does any of the following:
a. Is convicted 3 of operating a business in violation of any Applicable Law; b. Is convicted of a crime punishable as a felony involving dishonesty 4; c. Is convicted of an offense involving dishon esty or is convicted of fraud or a criminal offense in connection with: (1) obtaining; (2) attempting to obtain; or, (3) performing a public contract or subcontract;
d. Is convicted of any offense which indicates a lack of business integrity or business honesty which seriously and directly affects the present responsibility of a Stadium Manager contractor or subcontractor; and/or,
e. Made (or makes) any false statement(s) or representation(s) with respect to this Agreement.

2. If fraudulent, criminal or other seriousl y improper conduct of any officer, director, shareholder, partner, employee or other indi vidual associated with Contractor can be imputed to Contractor when the conduct occurred in connection with the individua l’s performance of duties for or on behalf of Contractor, with Contractor’s knowledge, approval or acquiescence, Contractor’s acceptance of the benefits derived from the conduct shall be evidence of such knowledge, approval or acquiescence.

2 For purposes of this Agreement, the word “Consultant” (whether a person or a le gal entity) also refers to “Contractor” and means any of the following: an owner or co-own er of a sole proprietorship; a person who controls or who has the power to control a business entity; a general partner of a partnership; a principal in a joint venture; or a primary corporate stockholder [i.e., a person who owns more than ten percent (10%) of the outstanding stock of a corporation] and who is active in the day to day operations of that corporation.

3 For purposes of this Agreement, the words “convicted” or “conviction” mean a judgment or conviction of a criminal offense by any court of competent jurisdiction, wh ether entered upon a verdict or a plea, and includes a conviction entered upon a plea of nolo contendere within the past five (5) years.

4 As used herein, “dishonesty” includes, but is not limited to, embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, failure to pay tax obligations, receiving stolen property, collusion or conspiracy.








 




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

1. Stadium Manager determines that Contract or no longer has the financial capability 5 or business experience6 to perform the terms of, or operate under, this Agreement; or

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

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

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

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

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