Agenda packet — City Council and Authorities Concurrent, October 22, 2024 (part 4 of 6)

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-905 Agenda Date: 10/22/2024

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on Stadium Authority Bills and Claims for the Month of August 2024

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

BACKGROUND
Disbursements made by the Stadium Authority are based on invoices submitted for payment. Prior to payment, staff reviews all disbursement documents to ensure that the invoiced goods or services have been provided.

The Bills and Claims listing represents the cash disbursements required of normal and usual operations during August 2024. Budget control is set by the Stadium Authority Board through the budget adoption process.

DISCUSSION
At its March 12, 2024 meeting, the Stadium Authority Board adopted the Santa Clara Stadium Authority Fiscal Year 2024-25 Operating, Debt Service, and Capital Budget which runs from April 1, 2024 to March 31, 2025. Significant expenditures (greater than $5,000) paid in August 2024 include:
· Payments totaling $309,520.06 to the City of Santa Clara for the following:
o $305,542.67 for reimbursement of General and Administrative (G&A) City payroll costs (e.g., Executive Director’s Office (City Manager’s Office), Stadium Authority Counsel’s Office (City Attorney’s Office), and Treasurer’s Office (Finance Department)) o $3,977.39 for reimbursement for Special Liability Claims related to Levi’s Stadium · Payment totaling $23,398.50 to CWS Construction Group, Inc. for the following:
o $16,686.75 for CapEx Project - Overhead Doors, Motors, Sensors and Track Replacements
o $6,711.75 for CapEx Project - Smoke Evacuation System - Fire Smoke Curtain Replacement
· Payments totaling $1,662,194.35 to Forty Niners Stadium Management Company, LLC for the following:
o $1,383,038.55 for August 2024 Stadium Manager Expenses, inclusive of Shared Stadium Expenses
o $174,281.92 for FY2023-24 Management Company Base Fee o $104,873.88 for FY2022-23 Stadium Manager Expenses True-Up · Payment totaling $58,527.00 to KPMG LLP for Audit Services · Payment totaling $6,004.06 to LN Curtis & Sons for CapEx Project - PPE Replacement City of Santa Clara Printed on 10/18/2024Page 1 of 2
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24-905 Agenda Date: 10/22/2024
(Nomex Tops)
· Payment totaling $98,000.00 to PCP Motorsports for CapEx Project - Kawasaki Mules · Payment totaling $5,916.08 to Wilson, Ihrig & Associates, Inc. for Stadium Noise Monitoring Services (May 2024)
· Payment totaling $6,468.85 for Legal Services (June 2024) Names of law firms have been redacted from the Bills and Claims report. The Supreme Court of California in Los Angeles County Board of Supervisors v. Superior Court, (2016) 2 Cal.5th 282, held that invoices specifying the amounts billed by a law firm to a client fall within the scope of attorney- client privilege while the matters are active. In accordance with the Supreme Court’s ruling, the names of law firms retained by the Stadium Authority, and the specific amounts billed by each, have been redacted from the public report to maintain the confidentiality of billing records for specific legal services. The aggregate amount spent on legal services in the subject time period has been provided.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to section 15378(b)(4) of Title 14 of the California Code of Regulations in that it is a fiscal activity that does not involve any commitment to any specific project which may result in a potential significant impact on the environment.

FISCAL IMPACT
The fiscal impact to the Stadium Authority is $2,173,335.17.

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

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

RECOMMENDATION
Approve the list of Stadium Authority Bills and Claims for August 2024.

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

ATTACHMENTS

1. August 2024 SCSA Bills and Claims
City of Santa Clara Printed on 10/18/2024Page 2 of 2
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Payment Date Vendor Invoice No. Description Fund Amount 8/5/2024 City of Santa Clara N/A B2412 SCSA Admin Payroll Costs Operating 92,557.68$ 8/5/2024 City of Santa Clara N/A B2413 SCSA Admin Payroll Costs Operating 86,836.66 8/5/2024 City of Santa Clara N/A B2414 SCSA Admin Payroll Costs Operating 61,457.51 8/23/2024 City of Santa Clara 95712 Reimburse City of Santa Clara for Special Liability Claims related to Levi's Stadium Operating 3,977.39 8/30/2024 City of Santa Clara N/A B2415 SCSA Admin Payroll Costs Operating 64,690.82 309,520.06$
8/15/2024 J.P. Morgan Chase Bank N/A Bank Fees for Operating Reserve Account Operating 9.79 8/30/2024 Bay Area Host Committee 07312024 Meals Reimbursement Operating 176.13 8/30/2024 CWS Construction Group, Inc. Application 1 CapEx Project - Overhead Doors, Motors, Sensors and Track Replacements CapEx 16,686.75 8/30/2024 CWS Construction Group, Inc. Application 1 (2) CapEx Project - Smoke Evacuation System - Fire Smoke Curtain Replacement CapEx 6,711.75 23,398.50
8/9/2024 ECS Imaging, Inc. 18884 SBL Ongoing Support (June 2024) Operating 262.50 8/30/2024 ECS Imaging, Inc. 18992 SBL Ongoing Support (July 2024) Operating 131.25 393.75
8/1/2024 Forty Niners Stadium Management Co, LLC SLS-24704 August 2024 Stadium Manager Expenses - Security Operating 133,473.00 8/1/2024 Forty Niners Stadium Management Co, LLC SLS-24704 August 2024 Stadium Manager Expenses - Stadium Ops Operating 281,995.00 8/1/2024 Forty Niners Stadium Management Co, LLC SLS-24704 August 2024 Stadium Manager Expenses - Engineering Operating 327,933.00 8/1/2024 Forty Niners Stadium Management Co, LLC SLS-24704 August 2024 Stadium Manager Expenses - Guest Services Operating 51,714.00 8/1/2024 Forty Niners Stadium Management Co, LLC SLS-24704 August 2024 Stadium Manager Expenses - Groundskeeping Operating 26,374.00 8/1/2024 Forty Niners Stadium Management Co, LLC SLS-24704 August 2024 Stadium Manager Expenses - SBL Sales & Service Operating 203, 970.46 8/1/2024 Forty Niners Stadium Management Co, LLC SLS-24704 August 2024 Stadium Manager Expenses - BNY Inclusive Operating 180,000.00 8/1/2024 Forty Niners Stadium Management Co, LLC SLS-24704 August 2024 Stadium Manager Expenses - Insurance Operating 86,686.52 8/1/2024 Forty Niners Stadium Management Co, LLC SLS-24704 August 2024 Stadium Manager Expenses - StadCo Tenant Improvements Operating 28,577.82 8/1/2024 Forty Niners Stadium Management Co, LLC SLS-24704 August 2024 Stadium Manager Expenses - Other G&A Operating 62,314.75 8/1/2024 Forty Niners Stadium Management Co, LLC SLS-24705 FY2023-24 Management Company Base Fee Operating 174,281.92 8/1/2024 Forty Niners Stadium Management Co, LLC SLS-24166-2 FY2022-23 Stadium Manager Expenses - Security (True-Up) Operating (47,3 19.97) 8/1/2024 Forty Niners Stadium Management Co, LLC SLS-24166-2 FY2022-23 Stadium Manager Expenses - Stadium Ops (True-Up) Operating (2 6,488.07) 8/1/2024 Forty Niners Stadium Management Co, LLC SLS-24166-2 FY2022-23 Stadium Manager Expenses - Engineering (True-Up) Operating 23 3,417.58 8/1/2024 Forty Niners Stadium Management Co, LLC SLS-24166-2 FY2022-23 Stadium Manager Expenses - Guest Services (True-Up) Operating (109.03) 8/1/2024 Forty Niners Stadium Management Co, LLC SLS-24166-2 FY2022-23 Stadium Manager Expenses - Groundskeeping (True-Up) Operating (8,437.87) 8/1/2024 Forty Niners Stadium Management Co, LLC SLS-24166-2 FY2022-23 Stadium Manager Expenses - SBL Sales & Service (True-Up) Operating 96,924.34 8/1/2024 Forty Niners Stadium Management Co, LLC SLS-24166-2 FY2022-23 Stadium Manager Expenses - BNY Inclusive (True-Up) Operating (8,321.11) 8/1/2024 Forty Niners Stadium Management Co, LLC SLS-24166-2 FY2022- 23 Stadium Manager Expenses - Utilities (True-Up) Operating (61, 946.85) 8/1/2024 Forty Niners Stadium Management Co, LLC SLS-24166-2 FY2022-23 Stadium Manager Expenses - Other G&A (True-Up) Operating (72, 845.14) 1,662,194.35
8/23/2024 KPMG LLP 8005586342 SCSA 2023-24 Audit Operating 58,527.00 8/30/2024 LN Curtis & Sons INV851902 CapEx Project - PPE Replacement (Nomex Tops) CapEx 6,004.06 8/30/2024 PCP Motorsports 1028227 CapEx Project - Kawasaki Mules CapEx 58,800.00 8/30/2024 PCP Motorsports 1028326 CapEx Project - Kawasaki Mules CapEx 39,200.00 98,000.00
8/9/2024 R.S. Hughes Company, Inc. 81036954-00 CapEx Project - Blackline Combustible Gas Indicators CapEx 2,726.60 8/23/2024 Wilson, Ihrig & Associates, Inc. 22162N10 Stadium Noise Monitoring Services (May 2024) Operating 5,916.08 Santa Clara Stadium Authority
Bills and Claims
Expenses Paid by Wire or ACH Transfer
For the Month of August 2024

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Payment Date Vendor Invoice No. Description Fund Amount Santa Clara Stadium Authority
Bills and Claims
Expenses Paid by Wire or ACH Transfer
For the Month of August 2024
8/9/2024 1381266 Legal Services (June 2024) Operating 2,646.00 8/9/2024 1381267 Legal Services (June 2024) Operating 3,822.85 6,468.85
July 2024 Total 2,173,335.17$

Page 2 of 2 ends

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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-760 Agenda Date: 10/22/2024

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on the Santa Clara Stadium Authority Financial Status Report for Quarter Ending June 30, 2024 and Related Budget Amendments

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

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

This report provides information covering the Stadium Authority’s first quarter of the 2024/25 fiscal year (FY), which runs from April 1, 2024 to June 30, 2024.

The Adopted Stadium Authority Budget incorporates the estimated revenues and expenses for all Stadium Authority funds. As a part of the Stadium Authority policy to ensure adherence to the budget, a budget/encumbrance control system is used to ensure proper budgetary control. Budgetary appropriation control for expenditures are maintained at the fund level. The attached Financial Status Report provides the budget to actual revenue and expense summaries for the operating, debt service, and capital funds. Analysis of the financial activity through the fiscal year measures the adherence to the budget and allows the Stadium Authority to monitor and project revenues and expenses. Any significant variances are explained in the report.

DISCUSSION
The attached financial status report provides information covering the Stadium Authority’s first quarter (April 1, 2024 - June 30, 2024) of FY 2024/25. The report summarizes National Football League (NFL) and Non-NFL event activity at Levi’s
® Stadium and describes the financial impact of these
events on the Stadium Authority and City since FY 2014/15. The report also provides the budget to actual revenue and expense summaries for the operating, debt service, and capital funds. Analysis of the financial activity through the fiscal year measures the adherence to the budget and allows the Stadium Authority to monitor and project revenues and expenses. Any significant variances are explained in the report.

NFL Event Revenue and Expenses
There were no NFL games held in the first quarter of the FY 2024/25. Levi’s® Stadium hosted the first 49ers pre-season game of the 2024 season on August 18, 2024, which will be included in the report City of Santa Clara Printed on 10/18/2024Page 1 of 5
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for the second quarter.

Non-NFL Event Revenue and Expenses
There were four ticketed Non-NFL events and 20 special events which are detailed in the report. The four ticketed Non-NFL events generated an average net profit of $664,000 per event. Table 1 below summarizes revenues and expenditures for the four ticketed events.

Table 1
In Millions $
Ticketed Event Revenue Expense Net
Concert 1 2.2$ 1.0$ 1.2$
Concert 2 2.0 1.0$ 1.0
Sporting Event 1 0.8 0.5$ 0.3 Sporting Event 2 0.7 0.5$ 0.2 Total Ticketed Non-NFL Net Revenue to Date 5.7$ 3.0$ 2.7$ Levi's® Stadium
Ticketed Non-NFL Events Revenue and Expenditure Summary As of June 30, 2024
The Non-NFL event ticket sales generated $635,000 in ticket surcharge revenue, half of which will fund the discretionary fund. Public safety costs for these events totaled an estimated $1.5 million which will be fully reimbursed to the City by ManCo on behalf of the Stadium Authority.

When combining ticketed and non-ticketed Non-NFL revenues to date, Table 2 below shows approximately $3.5 million in net revenue (excluding surcharge revenue) through the end of the first quarter. This is an increase of $2.1 million from the prior year Non-NFL event net revenue of $1.4 million. The main driver of the increase is related to the increase in the number of ticketed events when compared to the prior year. It should be noted the financial information provided are a draft and subject to change as additional revenues and/or expenditures are recorded.

Table 2
Levi’s Stadium
Net Revenue for Non-NFL Events
by Event Type
Historical Year-to-Date Through June 30, 2024

EVENT TYPE
No. of
Events
Net
Revenue
No. of
Events
Net
Revenue
No. of
Events
Net
Revenue
Ticketed Events
Concerts 1 $ 320,231 0 $ - 2 $ 2,207,319 Sporting events:

Soccer 0 - 1 177,806 2 447,531
Net Revenue from Ticketed Events 1 320,231 $ 1 177,806$ 4 2,654,850$ 19 557,805 $ 22 772,876$ 20 643,421$
Other Operating Income(1)
12,182 $ 726,948$ 618,326$
Other Operating Expenses(2)
(246,496) $ (291,190)$ (407,007)$
Total Non-NFL Net Revenue (3)
20 643,722 $ 23 1,386,440$ 24 3,509,590$
2023/24 2024/252022/23
Net Revenue from Special Events (weddings,
corporate events, etc.)
(1) Other Operating Income are income not attributable to a specific event. Examples are interest income and reimbursements unrelated to a specific event.
(2) Other Operating Expenses are expenses not attributable to a specific event. Examples are event selling expenses, administrative expenses and miscellaneous costs.
(3) Net Revenue from Non-NFL Events does not include Non-NFL Event Ticket Surcharge.

Stadium Builder Licenses (SBLs)
SBLs account for 8% of the Stadium Authority’s annual budgeted revenue in FY 2024/25. There is a total of 65,967 currently active SBLs which is 99.7% of the 66,156 total sellable SBL seats. Through the first quarter, since inception, the value of the active SBLs amount to $557.3 million of which $530.4 million has already been collected.

Stadium Authority Budgets
The detailed analysis of Stadium Authority budget to actual financials is provided in the attached Financial Status Reports. In summary, total operating revenues were $8.4 million representing 13% of the overall budget for revenues and total operating expenses were $6.7 million or 15% of the budget. The debt service fund was able to pay down $7.8 million in debt, bringing total Stadium Authority debt down to $220.9 million. Capital expenses were $1.4 million representing 6% of the overall Capital Expense (CapEx) budget.

FY 2024/25 Stadium Authority Budget Adjustments
From time to time, budget adjustments may be necessary to align revenues or expenditures to actual or unexpected activity during the course of a fiscal year, known after the adoption of the Stadium Authority Budget. On March 12, 2024, the Stadium Authority Board adopted the Santa Clara Stadium Authority FY 2024/25 Operating, Debt Service, and Capital Budget. As of the timing of the publication of this report, additional information from FY 2024/25 has resulted in recommended budget adjustments as follows:

Operating Budget:
1) Performance Rent - The Performance-Based rent owed to the City is described in the Ground Lease and Second Amendment to Ground Lease. As outlined in the agreements, the City can receive Performance-Based rent for each Lease Year equal to 50% of net revenue from Non- NFL events less the sum of the Performance-Based Rent Credits. Performance-Based Rent was budgeted at $9.6 million related to: (1) FY 2022/23 of $4.2 million, (2) FY 2023/24 of $2.9 million (projection) and (3) FY 2024/25 of $2.5 million (budget). FY 2023/24 Non-NFL event City of Santa Clara Printed on 10/18/2024Page 3 of 5
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24-760 Agenda Date: 10/22/2024
net revenue was higher than projected resulting an increase to performance rent owed to the City of $225,000. Therefore, a budget amendment of $225,000 is needed to reflect this increase.
2) Stadium Authority General and Administrative (G&A) - The Stadium Authority G&A expense budget of $4.2 million included $395,000 for legal expenses. Due to unanticipated legal costs, the City Attorney’s Office requests an appropriation of $100,000 bringing the total budgeted for legal expenses to $495,000.

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

FISCAL IMPACT
As discussed, staff recommends the budget amendment detailed in the table below:

Operating Budget
Description Current Increase/
Decrease
Revised
Performance Rent (paid to City) $9,600,000 $225,000 $9,825,000 Stadium Authority G&A $4,188,000 $100,000 $4,288,000
Ending Fund Balance - Unrestricted $14,237,112 ($325,000) $13,912,112

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

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

RECOMMENDATION

1. Note and file the Santa Clara Stadium Authority Financial Status Report for the Quarter Ending June 30, 2024; and

2. Approve a budget amendment in the Operating Budget to increase the Performance-Based Rent (paid to City) in the amount of $225,000 and Stadium Authority G&A in the amount of $100,000 offset by a decrease to Ending Fund Balance - Unrestricted.

Reviewed by: Kenn Lee, Treasurer
City of Santa Clara Printed on 10/18/2024Page 4 of 5
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24-760 Agenda Date: 10/22/2024
Approved by: Jovan D. Grogan, Executive Director

ATTACHMENTS

1. SCSA Financial Status Report for the Quarter Ending June 30, 2024 City of Santa Clara Printed on 10/18/2024Page 5 of 5
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SCSA

Santa Clara Stadium Authority

SANTA CLARA

STADIUM AUTHORITY

FINANCIAL STATUS REPORT

Quarter Ending June 30, 2024

October 22, 2024

WELCOME TO

LEVI ' S STADIUM
1 Table of Contents
Introduction ................................ ................................ ................................ ................................ . 2 NFL Events ................................ ................................ ................................ ................................ . 3 Non-NFL Events ................................ ................................ ................................ ......................... 3 Discretionary Fund ................................ ................................ ................................ ...................... 9 Stadium Builder Licenses ................................ ................................ ................................ ............ 9 Santa Clara Stadium Authority Budget Status Reports ................................ .............................. 12 Operating Budget ................................ ................................ ................................ .................. 12 Debt Service Budget ................................ ................................ ................................ .............. 16 Capital Improvement Project Budget ................................ ................................ ..................... 21 City of Santa Clara Net General Fund Impact ................................ ................................ ........... 24 Public Safety and Administrative Cost Reimbursement ................................ ......................... 24 Rents and Senior and Youth Fee ................................ ................................ ........................... 25 Other Revenue Impacts ................................ ................................ ................................ ......... 25 Glossary................................ ................................ ................................ ................................ .... 26 2 Introduction
This Santa Clara Stadium Authority (Stadium Authority) Financial Status Report provides information covering the first quarter of the Stadium Authority’s 2024/25 fiscal year (FY) which ended on June 30, 2024. Comparative data from prior fiscal years is also included.

In addition to these quarterly reports, the Stadium Authority produces annual financial statements. The FY 2023/24 financial statements were audited by an external audit firm and presented to the Stadium Authority’s Audit Committee (Audit Committee) on September 3, 2024 and September 17, 2024 and approved by the Stadium Authority Board (Board) on September 24, 2024. The financial statements are published on the Stadium Authority’s website.

The Stadium Authority also prepares a detailed budget prior to the beginning of each fiscal year. The FY 2024/25 budget was adopted by the Board on March 12, 2024.

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

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

The information provided reflects the best known and available at the time of the writing of this report and is subject to further revision and review. Revisions may occur based on the timing of revenue and expenditure activity for events in this quarter that continue beyond the timing of this report. Consequently, the Board’s notation and filing of this report should not be considered an approval of the accuracy of the information in the report. 3 NFL Events
This section provides fiscal year to date and comparative data for NFL games categorized as pre-season and regular season games. There were no NFL games held during the first quarter of FY 202 4/25. Levi’s® Stadium hosted the first 49ers pre -season game of the 2024 season on August 18, 2024, which will be included in the report for the second quarter.

Non-NFL Events
This section provides year to date and comparative data for Non-NFL events categorized as events ranging from high school and college football games, international soccer matches, concerts, wedding fairs, and special events. During the current reporting period, there were a total of 158,662 tickets sold for the four ticketed Non-NFL events that were held, resulting in $635,000 Non-NFL event ticket surcharge revenue (from the $4 per ticket Non-NFL event surcharge). This is an increase in ticket surcharge revenue of $ 471,000 or 287% over the same period in the prior year. Compared to the one sporting event that took place in the same period in the prior year there were four ticketed Non-NFL events in the current reporting period, resulting in the increase in ticket surcharge revenue.

ManCo reports that there were also 20 smaller special events held at Levi’s ® Stadium which is two events less than in the same period in the prior fiscal year. The attendance at these events also decreased from 12,632 in the prior period to 12,341 in the current year, a 3% decrease. Examples of these special events include corporate events of various sizes, weddings, holiday parties, high school dances, etc.

In correlation with the Non-NFL events held during the current reporting period, there were 15,048 cars parked at offsite lot s and the City earned a total of $ 97,000 in related offsite parking fees, which is derived from the $6.44 per parking space fee that supports public safety costs associated with the permitted offsite parking lots. The offsite parking fee invoices can take up to a few months to be fully paid. The City has received $63,000 of the offsite parking fees as of the date of this report.

Total Non-NFL event public safety costs were $1.5 million an increase of $1.1 million from the prior year. The increase in cost is due to more events being held in the current year when compared to the prior year. Of these costs, $97,000 was covered by the offsite parking fee. The remaining $1.4 million was invoiced to the ManCo of which $1.1 million has been reimbursed to the City. Reimbursements usually take between 3 to 6 months from the event date due to the timing of third-party invoices and payment from ManCo.

Statistics for FY 2024/25 events are shown in Table 1 and comparative data from the last five years of operations are shown in Table 2. Additional historical data can be found in the Appendix.
4 Table 1

Table 2

Earthquakes vs
LAFC Soccer
Luke Combs
Day 1
Luke Combs
Day 2

CONCACAF
ECU vs VEN 2024/25 YTD
05/04/24 05/17/24 05/18/24 06/22/24 Total
No. of Scanned Attendees 33,032 42,362 45,277 23,846 144,517 No. of Tickets Sold 36,397 47,653 48,364 26,248 158,662 Non-NFL Ticket Surcharge 145,588$ 190,612$ 193,456$ 104,992$ 634,648$ No. of Non-NFL Special Events 20 20 Non-NFL Special Event Attendees 12,341 12,341 Cars Parked at Offsite Lots 2,422 3,937 4,930 3,759 15,048 City Offsite Parking Fee 15,598$ 25,354$ 31,749$ 24,208$ -$ 96,909$ Stadium Public Safety Costs 340,266$ 383,514$ 437,552$ 326,553$ -$ 1,487,885$ Less: Offsite Parking Fee Credit (15,598)$ (25,354)$ (31,749)$ (24,208)$ -$ (96,909)$ Reimbursable Public Safety Costs 324,668$ 358,160$ 405,803$ 302,345$ -$ 1,390,976$ Amount Reimbursed (1)
324,669$ 375,194$ 425,367$ -$ -$ 1,125,229$ (1) Credits for the Luke Combs concerts are pending and not reflected in the Amount Reimbursed. 2024/25 YTD
Special Events
Levi's® Stadium
FY 2024/25 Non-NFL Event Statistics
As of June 30, 2024
2020/21 Q1 2021/22 Q1 2022/23 Q1 2023/24 Q1 2024/25 Q1
Total Total Total Total Total
No. of Non-NFL Ticketed Events - - 1 1 4 No. of Tickets Sold - - 50,478 41,000 158,662 Non-NFL Ticket Surcharge -$ -$ 201,912$ 164,000$ 634,648$ No. of Non-NFL Special Events - - 19 22 20 Non-NFL Special Event Attendees - - 9,996 12,632 12,341 Cars Parked at Offsite Lots - - 5,666 4,497 15,048 City Offsite Parking Fee -$ -$ 33,486$ 27,567$ 96,909$ Cars Parked on Golf Course - - - - - City Golf Course Parking Fee -$ -$ -$ -$ -$ Stadium Public Safety Costs -$ $423,650 377,075$ 1,487,885$ Golf Course Public Safety Costs -$ -$ -$ -$ -$ Subtotal Event Public Safety Costs -$ -$ 423,650$ 377,075$ 1,487,885$ Less: Offsite Parking Fee Credit -$ -$ (33,486)$ (27,567)$ (96,909)$ Reimbursable Public Safety Costs -$ -$ 390,164$ 349,508$ 1,390,976$ Levi's® Stadium
Historical Non-NFL Event Statistics
6 Table 3 summarizes ticketed Non-NFL revenues and expenditures by event reported by ManCo as of the report date. There were 4 ticketed Non -NFL events held in the first quarter of FY 2024/25 and generated an average net revenue of $664,000 per event. The inclusion of this information is to provide a greater level of transparenc y and provide the overall financial results of the Non-NFL events.

Table 3

In Millions $
Ticketed Event Revenue Expense Net
Concert 1 2.2$ 1.0$ 1.2$
Concert 2 2.0 1.0$ 1.0
Sporting Event 1 0.8 0.5$ 0.3 Sporting Event 2 0.7 0.5$ 0.2 Total Ticketed Non-NFL Net Revenue to Date 5.7$ 3.0$ 2.7$ Levi's® Stadium
Ticketed Non-NFL Events Revenue and Expenditure Summary As of June 30, 2024
7 Table 4 and 5 show Non-NFL net revenue by event type and event revenue and expenses by category. For FY 2024/25, ManCo anticipates Non-NFL events to result in estimated net revenue of $6 million, as cited in the FY 2024/25 Adopted Stadium Authority Budget.

In the first quarter of FY 202 4/25, ticketed events and non -ticketed special events contributed $ 2.7 million and $ 643,000 in net revenue, respectively. There was also additional interest income of $618,000 earned on Non-NFL events cash reserves. Offset by $407,000 of non -event specific other expenses, ManCo reported a net revenue of $3.5 million for the current reporting period.

Table 4

EVENT TYPE
No. of
Events
Net
Revenue
No. of
Events
Net
Revenue
No. of
Events
Net
Revenue
No. of
Events
Net
Revenue
No. of
Events
Net
Revenue
Ticketed Events
Concerts 0 -$ 0 -$ 1 $ 320,231 0 $ - 2 $ 2,207,319 Sporting events:

Soccer 0 - 0 - 0 - 1 177,806 2 447,531 Net Revenue from Ticketed Events 0 -$ 0 -$ 1 320,231$ 1 177,806$ 4 2,654,850$ 0 -$ 0 -$ 19 557,805$ 22 772,876$ 20 643,421$ Other Operating Income(1) -$ -$ 12,182$ 726,948$ 618,326$ Other Operating Expenses(2) -$ -$ (246,496)$ (291,190)$ (407,007)$ Total Non-NFL Net Revenue (3)
0 -$ 0 -$ 20 643,722$ 23 1,386,440$ 24 3,509,590$ 2023/242020/21
Levi's Stadium
Net Revenue for Non-NFL Events
2024/25
by Event Type
Historical Year-to-Date through June 30, 2024
2021/22 2022/23
Net Revenue from Special Events (weddings,
corporate events, etc.)
(1) Other Operating Income are income not attributable to a specific event. Examples are interest income and reimbursements unrelated to a specific event. (2) Other Operating Expenses are expenses not attributable to a specific event. Examples are event selling expenses, administrative expenses and miscellaneous costs. (3) Net Revenue from Non-NFL Events does not include Non-NFL Event Ticket Surcharge. 8 Table 5

2024/25
YTD Total
REVENUE:

Special Event Revenue 1,529,885$
Ticket Platform Fees 2,045,504
Suite Ticket Revenue 208,234
Parking 906,095
Food & Beverage - Ticketed Events 1,997,668
Food & Beverage - Special Events 120,990
Miscellaneous(1) 1,133,724
Total Revenue 7,942,100$
EXPENSE:

Public Safety/Security 2,481,180$
Event Staff 1,219,345
Parking 1,269,032
Catering - Special Events 632,123
General Event Related Expenses 2,497,807
Expense Reimbursement from Event Licensee(2) (4,073,982) Miscellaneous(3) 407,005
Total Expense 4,432,510$
Total Non-NFL Net Revenue 3,509,590$
(3) Includes catered events department staff costs, non-event specific staff costs, and other expenses.

Levi's® Stadium
Non-NFL Event Results by Category
As of June 30, 2024
(2) Expenses incurred for Non-NFL events can either be the responsibility of the SCSA or the Event Licensee depending on the nature of the expense. This figure represents the total expenses incurred by the SCSA that were the responsibilty of the Event Licensee for which the SCSA has been reimbursed, net of the Event Licensee's share of ancillary revenues. (1) Includes venue rental fees, net merchandise sales, interest income, and other revenues. 9 Discretionary Fund
The Discretionary Fund is funded by revenue equal to 50% of the Non -NFL event ticket surcharge of $4 per ticket. The four ticketed Non-NFL event is projected to contribute approximately $317,000 to the Discretionary Fund in the report ing period. This is based on the estimated attendance provided by ManCo. Table 6 shows the revenues and expenses in the Discretionary Fund for the last five years. Additional historical data can be found in the Appendix. The balance at the end of this reporting period was $2.8 million.

Table 6

Stadium Builder Licenses
The total principal value of currently active Stadium Builder Licenses (“SBLs”) is $557 million and, as of June 30, 2024, 95% of the total principal value of all SBLs sold (i.e., $530.4 million) had been collected. Payment for the sale of SBLs are financed over 10 years.

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

Defaulted SBLs are then available for resale.

There is a total of 65,967 currently active SBLs, or 99.7% of the 66,156 total sellable SBL seats. This is an increase of 974 from the total active SBLs at the end of the prior fiscal year (March 31, 2024). The main reasons for the increase are due to sale of new SBLs and customer seat relocation program offset by default buy back . The customer seat relocation program allows customers to trade in their SBLs in return for others in a different location as long as the total face value of the new seats is equal to or greater than the original seats.

Fiscal Year
Beginning
Balance Revenue Expenses Ending Balance
2020/21 2,327,850 - 18 2,327,832 2021/22 2,327,832 - (18) 2,327,850 2022/23 2,327,850 639,896 1,300,051 1,667,695 2023/24 1,667,695 796,628 - 2,464,323 2024/25 (1)
2,464,323 317,324 - 2,781,647 Discretionary Fund Reserve
(1) This amount includes accruals booked to the Discretionary Fund based on estimated attendance provided by the Stadium Manager.
10 During the current reporting period, 697 SBLs were sold for a total face value of $4.1 million. The customer seat relocation program resulted in an increase of $962,000 to the SBL face value, while netting 668 more SBLs. There were also 391 SBL defaulted during the quarter with a face value of $2.8 million.

Additional details regarding currently active SBLs are noted in Table 7. 11 Table 7

SBL Seats
Available
SBL Seats Sold
as of 3/31/24
New SBL
Sales
Net SBL
Relocations
SBL
Defaults Other SBL Seats
Sold SBL Value SBL Collected % SBL Principal
Collected
100 100 - - - - 100 14,082,625$ 13,895,904$ 98.7% 942 938 - - - - 938 75,040,000$ 74,474,161$ 99.2% 2 2 - - - - 2 80,000$ 79,600$ 99.5% 4,945 4,670 24 5 (22) - 4,677 140,310,000$ 134,369,074$ 95.8% 3,475 3,030 50 11 (20) - 3,071 61,420,000$ 56,972,541$ 92.8% 90 64 2 - - - 66 1,155,000$ 942,557$ 81.6% 7 7 - - - - 7 105,000$ 105,000$ 100.0% 2,163 2,198 10 (7) (14) - 2,187 26,244,000$ 24,924,579$ 95.0% 7 7 - - - - 7 70,000$ 69,915$ 99.9% 20,656 20,988 120 (6) (98) - 21,004 126,024,000$ 120,617,645$ 95.7% 14,311 14,533 168 (206) (157) - 14,338 71,690,000$ 65,956,884$ 92.0% 916 927 - - - - 927 3,708,000$ 3,683,601$ 99.3% 88 91 - (1) - - 90 270,000$ 267,836$ 99.2% 36 40 - - - - 40 100,000$ 99,998$ 100.0% 18,392 17,367 323 873 (80) - 18,483 36,966,000$ 33,892,113$ 91.7% 26 31 - (1) - - 30 30,000$ 30,000$ 100.0% 66,156 64,993 697 668 (391) - 65,967 557,294,625$ 530,381,408$ 95.2% Plus: Interest on financed SBLs 65,510,049$
Total Principal & Interest 595,891,457$
(1) This table does not include $37.5 million that has been collected life-to-date from defaulted SBL holders. 17,500
1,000
5,000
4,000
3,000
2,500
2,000
Total
10,000
Santa Clara Stadium Authority
Currently Active Stadium Builder License (SBL) Summary (1) Through June 30, 2024
Seat Value
141,392
80,000
40,000
30,000
20,000
15,000
12,000
6,000
12 Santa Clara Stadium Authority Budget Status Reports
Operating Budget

With 25% of the fiscal year complete, total operating revenues for the first quarter of the 2024/25 Fiscal Year were $8.4 million representing 13% of the overall budget for revenues. The primary reasons that revenue is below 25% (par level through three months) is because non -NFL event revenue is recorded at the end of the fiscal year in accordance with Article 5 of the Stadium Manag ement Agreement, and the NFL ticket surcharge revenue is recorded in second quarter when the NFL season starts. In addition, the first SBL proceeds in the amount of $ 4 million was received in the second quarter instead of in June 202 4 this year. Durin g the current reporting period, the Stadium Authority recognized $6.2 million in rent from StadCo , $ 635,000 in Non-NFL ticket surcharge, and $238,000 in sponsorship (STR) revenue.

Total Operating expenses were $6.7 million, or 15% of the annual budget. Shared Stadium Manager expenses were at 25% of the budget, or $3.3 million of the $13.6 million budgeted amount and SBL Sales and Service expenses were 18% of the budget or $612,000. The Stadium Authority pays for all utility costs from February 1 st through July 31st and the tenant (StadCo) pays for utility costs from August 1 st through January 31 st (Tenant Season). Therefore, utility costs are 50% of the budget for the year, or $744,000.

The current period covers 50% (three out of the six months) that the Stadium Authority is responsible for utility costs. Lastly, Stadium Authority G&A costs were tracking below budgeted levels at $781,000 or 19% of the budget.

Additional details are shown in Table 8.
13 Table 8

Budget to Budget to
Adopted Amended(1)
YTD Actual % Final YTD Actual %
Budget Budget Actuals Difference Received Budget Actuals Difference Received Beginning Fund Balance
Discretionary Fund Reserve 2,463,696$ 2,464,323$ 2,464,323$ -$ 100% 1,667,695$ 1,667,695$ -$ 100% Legal Contingency Reserve - Buffet Costs 3,321,116 3,321,116 3,321,116 - 100% 2,066,749 2,066,749 - 100% Legal Contingency Reserve - Public Safety Costs 7,805,725 7,324,722 7,324,722 - 100% 4,246,725 4,246,725 - 100% Operating Reserve 26,095,402 26,095,478 26,095,478 - 100% 25,335,402 25,335,402 - 100% Renovation/Demolition Reserve 24,070,390 31,440,735 31,440,735 - 100% 5,323,390 5,323,390 - 100% Stadium Funding Trust Reserve 5,414,396 3,611,041 3,611,041 - 100% 3,420,994 3,420,994 - 100% Unrestricted 17,137,508 15,915,719 15,915,719 - 100% 13,880,278 13,880,278 - 100% Total Beginning Fund Balance 86,308,233$ 90,173,134$ 90,173,134$ -$ 100% 55,941,233$ 55,941,233$ -$ 100% Revenue
NFL Ticket Surcharge 13,700,000$ 13,700,000$ -$ 13,700,000$ 0% 12,178,000$ -$ 12,178,000$ 0% SBL Proceeds 5,057,000 5,057,000 - 5,057,000 0% 12,589,000 - 12,589,000 0% Interest 3,534,000 3,534,000 1,357,151 2,176,849 38% 1,249,000 701,508 547,492 56% Net Revenues from Non-NFL Events 6,000,000 6,000,000 - 6,000,000 0% 4,500,000 - 4,500,000 0% Naming Rights 7,830,000 7,830,000 - 7,830,000 0% 7,602,000 - 7,602,000 0% Sponsorship Revenue (STR) 519,000 519,000 237,765 281,235 46% 475,000 143,288 331,712 30% Rent 24,762,000 24,762,000 6,190,500 18,571,500 25% 24,762,000 6,190,500 18,571,500 25% Senior & Youth Program Fees 233,000 268,000 - 268,000 0% 250,000 - 250,000 0% Non-NFL Event Ticket Surcharge 1,149,000 1,149,000 634,648 514,352 55% 1,296,000 164,000 1,132,000 13% Other Revenue - - - - NA - 2,043 (2,043) NA Total Revenue 62,784,000$ 62,819,000$ 8,420,064$ 54,398,936$ 13% 64,901,000$ 7,201,339$ 57,699,661$ 11% Total Source of Funds 149,092,233$ 152,992,134$ 98,593,198$ 54,398,936$ 64% 120,842,233$ 63,142,572$ 57,699,661$ 52% Budget to Budget to
Adopted Amended(1)
YTD Actual % Final YTD Actual %
Budget Budget Actuals Difference Used Budget Actuals Difference Used Expenses
Shared Stadium Manager Expenses
Stadium Operations 3,384,000$ 3,384,000$ 845,992$ 2,538,008$ 25% 4,550,000$ 1,107,096$ 3,442,904$ 24% Engineering 3,935,000 3,935,000 983,810 2,951,190 25% 2,694,000 655,630 2,038,370 24% Guest Services 621,000 621,000 155,136 465,864 25% 645,000 157,014 487,986 24% Groundskeeping 316,000 316,000 79,122 236,878 25% 650,000 158,270 491,730 24% Security 1,602,000 1,602,000 400,411 1,201,589 25% 1,564,000 380,730 1,183,270 24% Insurance 3,427,000 3,427,000 856,747 2,570,253 25% 3,327,000 831,793 2,495,207 25% Stadium Management Fee 269,000 269,000 - 269,000 0% 516,515 - 516,515 0% Shared Stadium Mngr Exps Subtotal 13,554,000$ 13,554,000$ 3,321,218$ 10,232,782$ 25% 13,946,515$ 3,290,533$ 10,655,982$ 24% Other Operating Expenses
SBL Sales and Service 2,448,000$ 3,348,000$ 611,912$ 2,736,088$ 18% 2,333,000$ 568,174$ 1,764,826$ 24% Senior & Youth Fees (paid to City) 233,000 268,000 - 268,000 0% 250,000 - 250,000 0% Ground Rent (paid to City) 1,000,000 1,000,000 1,000,000 - 100% 495,000 - 495,000 0% Performance Rent (paid to City) - 9,600,000 - 9,600,000 0% - - - NA Discretionary Fund Expense 250,000 250,000 - 250,000 0% 250,000 - 250,000 0% Utilities 1,488,000 1,488,000 743,941 744,059 50% 1,391,000 711,358 679,642 51% Use of StadCo Tenant Improvements 151,000 151,000 45,416 105,584 30% 133,000 30,384 102,616 23% Stadium Authority G&A 4,188,000 4,188,000 781,462 3,406,538 19% 3,919,900 507,048 3,412,852 13% Naming Rights Commission 136,000 136,000 48,213 87,787 35% 94,000 46,809 47,191 50% Other Expenses 748,000 748,000 186,944 561,056 25% 734,000 184,112 549,888 25% PSC 2024 Outstanding Balance - 6,473,000 - 6,473,000 0% - - - NA - 3,073,000 - 3,073,000 0% - - - NA Other Operating Expenses Subtotal 10,642,000$ 30,723,000$ 3,417,888$ 27,305,112$ 11% 9,599,900$ 2,047,885$ 7,552,015$ 21% Total Expenses 24,196,000$ 44,277,000$ 6,739,106$ 37,537,894$ 15% 23,546,415$ 5,338,418$ 18,207,997$ 23% Transfers Out
Debt Service 17,471,000$ 17,471,000$ -$ 17,471,000$ 0% 25,457,000$ -$ 25,457,000$ 0% Capital Expenditures Reserve 1,575,000 1,575,000 - 1,575,000 0% 3,915,000 - 3,915,000 0% CapEx Reserve - Levi's Naming Rights 4,032,000 4,032,000 - 4,032,000 0% - - - NA Total Transfers Out 23,078,000$ 23,078,000$ -$ 23,078,000$ 0% 29,372,000$ -$ 29,372,000$ 0% Ending Fund Balance
Discretionary Fund Reserve 3,038,696$ 2,789,323$ 2,781,647$ 7,676$ 100% 2,065,695$ 1,749,695$ 316,000$ 85% Legal Contingency Reserve - Buffet Costs 4,441,801 - - - NA 3,143,749 2,066,749 1,077,000 66% Legal Contingency Reserve - Public Safety Costs 10,305,725 - - - NA 6,249,225 4,246,725 2,002,500 68% Operating Reserve 26,878,402 26,878,478 26,095,478 783,000 97% 25,935,402 25,335,402 600,000 98% Renovation/Demolition Reserve 35,476,705 37,548,576 31,440,735 6,107,841 84% 10,828,875 5,323,390 5,505,485 49% Stadium Funding Trust Reserve 5,987,000 4,183,645 689,370 3,494,275 16% 4,655,914 718,742 3,937,172 15% Unrestricted 15,689,904 14,237,112 30,846,862 (16,609,750) 217% 15,044,958 18,363,451 (3,318,493) 122% Total Ending Fund Balance 101,818,233$ 85,637,134$ 91,854,092$ (6,216,958)$ 107% 67,923,818$ 57,804,154$ 10,119,664$ 85% Total Use of Funds 149,092,233$ 152,992,134$ 98,593,198$ 54,398,936$ 64% 120,842,233$ 63,142,572$ 57,699,661$ 52% (1)Adjustments include previously approved budget amendments through September 10, 2024.

Transfer to City General Fund from Excess Revenues
Santa Clara Stadium Authority
Operating Budget Status Report
For the Period Ending June 30, 2024 and 2023
Period Ending June 30, 2023Period Ending June 30, 2024
14 Operating Budget – Recommended Budget Adjustments
From time to time, budget adjustments may be necessary to align revenues or expenditures to actual or unexpected activity during the course of a fiscal year, known after the adoption of the Stadium Authority Budget.

On March 12, 2024, the Stadium Authori ty Board adopted the Santa Clara Stadium Authority FY 2024/25 Operating, Debt Service, and Capital Budget. The following budget adjustments are recommended:

1) Performance Rent – The Performance-Based rent owed to the City is described in the Ground Lease and the Amended and Restated Stadium Lease . As outlined in the agreements, the City can receive Performance-Based rent for each Lease Year equal to 50% of net revenue from Non-NFL events less the sum of the Performance- Based Rent Credits. Performance-Based Rent was budgeted at $9.6 million related to: (1) FY 2022/23 of $4.2 million, (2) FY 2023/24 of $2.9 million (projection) and (3) FY 2024/25 of $2.5 million (budget). FY 2023/24 Non-NFL event net revenue was higher than projected resulting in an increase to Performance-Based rent owed to the City of $225,000 . T herefore, a budget amendment of $225,000 is needed to reflect this increase.

2) Stadium Authority G&A – The Stadium Authority G&A expense budget of $4.2 million included $395,000 for legal expenses. Due to unanticipated legal costs, the City Attorney’s Office requests an appropriation of $100,000 bringing the total budgeted for legal expenses to $495,000.

Additional details are shown in Table 9.

15 Table 9

Santa Clara Stadium Authority
2024/25 Operating Budget Adjustment

Item # Line Item Source of
Funds
Use of
Funds
Explanation
1 Performance Rent
(paid to the City)
$225,000 This action increases the
Operating Budget for
Performance Rent due to higher
net Non-NFL Event revenues
than forecasted.
2 Stadium Authority G&A $100,000 This action increases the Operating Budget for Stadium
Authority G&A due to
unanticipated legal costs.
1 & 2 Ending Fund Balance –
Unrestricted
($325,000) This action decreases the
Unrestricted fund balance to
offset the action recommended
for the Performance Rent and
Stadium Authority G&A.

Total $0.00 $0.00

16 Debt Service Budget
The Stadium Authority’s FY 2024/25 debt service revenue budget of $2.8 million represents anticipated contributions from the Community Facilities District (CFD). The CFD levies and collects a special hotel tax on hotel rooms within the CFD. All collections from the special CFD hotel taxes are contributed to Stadium Authority to pay down the CFD Advance. The CFD Advance is payable solely f rom amounts received by the Stadium Authority from the CFD. During the first quarter, $ 843,000 was contributed by the CFD, or 30% of the annual budget. Of this amount, $476,000 was collected and used to pay down the CFD Advance.

Total Stadium Authority debt service expenses for the current reporting period were $10.6 million, or 54% of the budgeted amount. The debt service expenses for the CFD Advance, and the Term A Loan were $886,000, and $9.7 million respectively.

As of June 30, 2024, the total outstanding amount of Stadium Authority debt had declined to $220.9 million. This is a reduction in principal of $7.8 million from the March 31, 2024 outstanding debt amount of $228.7 million.

Additional details are shown in Tables 10 and 11 and Chart 1.

17 Table 10

Budget to Budget to
Adopted Amended(1)
YTD Actual % Final YTD Actual %
Budget Budget Actuals Difference Received Budget Actuals Difference Received Beginning Fund Balance
Required Debt Service Reserve 11,536,235$ 11,536,235$ 11,536,235$ -$ 100% 11,536,235$ 11,536,235$ -$ 100% Debt Service Reserve 7,996,801 8,122,980 8,122,980 - 100% 15,663,801 15,663,801$ - 100% Total Beginning Fund Balance 19,533,036$ 19,659,215$ 19,659,215$ -$ 100% 27,200,036$ 27,200,036$ -$ 100% Revenue
Contribution from CFD 2,782,000$ 2,782,000$ 842,637$ 1,939,363$ 30% 3,217,000$ 1,076,948$ 2,140,052$ 33% Total Revenues 2,782,000$ 2,782,000$ 842,637$ 1,939,363$ 30% 3,217,000$ 1,076,948$ 2,140,052$ 33% Transfers In
Transfers In from Operating 17,471,000$ 17,471,000$ -$ 17,471,000$ 0% 25,457,000$ -$ 25,457,000$ 0% Total Transfers In 17,471,000$ 17,471,000$ -$ 17,471,000$ 0% 25,457,000$ -$ 25,457,000$ 0% Budget to Budget to
Adopted Amended(1)
YTD Actual Final YTD Actual
Budget Budget Actuals Difference % Used Budget Actuals Difference % Used Expenses
CFD Advance 2,754,000$ 2,754,000$ 885,286$ 1,868,714$ 32% 2,900,000$ 632,326$ 2,267,674$ 22% Term A Loan 16,933,000 16,933,000 9,708,101 7,224,899 57% 25,457,000 17,958,453$ 7,498,547 71% StadCo Subordinated Loan - - - - NA - -$ - NA Total Expenses 19,687,000$ 19,687,000$ 10,593,387$ 9,093,613$ 54% 28,357,000$ 18,590,779$ 9,766,221$ 66% Transfers Out
Transfers Out to Operating Fund -$ -$ -$ -$ NA -$ -$ -$ NA Total Transfers Out -$ -$ -$ -$ NA -$ -$ -$ NA Ending Fund Balance
Required Debt Service Reserve 11,536,235$ 11,536,235$ 11,536,235$ -$ 100% 11,536,235$ 11,536,235$ -$ 100% Debt Service Reserve 8,562,801 8,688,980 (1,627,770) 10,316,750 -19% 15,980,801 (1,850,030)$ 17,830,831 -12% Total Ending Fund Balance 20,099,036$ 20,225,215$ 9,908,465$ 10,316,750$ 49% 27,517,036$ 9,686,205$ 17,830,831$ 35% (1)Adjustments include previously approved budget amendments through September 10, 2024.

Debt Service Budget Status Report
For the Period Ending June 30, 2024 and 2023
Period Ending June 30, 2023
Santa Clara Stadium Authority
Period Ending June 30, 2024
Budget to Budget to
Adopted Amended(1)
YTD Actual % Final YTD Actual %
Budget Budget Actuals Difference Received Budget Actuals Difference Received Beginning Fund Balance
Required Debt Service Reserve 11,536,235$ 11,536,235$ 11,536,235$ -$ 100% 11,536,235$ 11,536,235$ -$ 100% Debt Service Reserve 7,996,801 8,122,980 8,122,980 - 100% 15,663,801 15,663,801$ - 100% Total Beginning Fund Balance 19,533,036$ 19,659,215$ 19,659,215$ -$ 100% 27,200,036$ 27,200,036$ -$ 100% Revenue
Contribution from CFD 2,782,000$ 2,782,000$ 842,637$ 1,939,363$ 30% 3,217,000$ 1,076,948$ 2,140,052$ 33% Total Revenues 2,782,000$ 2,782,000$ 842,637$ 1,939,363$ 30% 3,217,000$ 1,076,948$ 2,140,052$ 33% Transfers In
Transfers In from Operating 17,471,000$ 17,471,000$ -$ 17,471,000$ 0% 25,457,000$ -$ 25,457,000$ 0% Total Transfers In 17,471,000$ 17,471,000$ -$ 17,471,000$ 0% 25,457,000$ -$ 25,457,000$ 0% Total Source of Funds 39,786,036$ 39,912,215$ 20,501,852$ 19,410,363$ 51% 55,874,036$ 28,276,984$ 27,597,052$ 51% Budget to Budget to
Adopted Amended(1)
YTD Actual Final YTD Actual
Budget Budget Actuals Difference % Used Budget Actuals Difference % Used Expenses
CFD Advance 2,754,000$ 2,754,000$ 885,286$ 1,868,714$ 32% 2,900,000$ 632,326$ 2,267,674$ 22% Term A Loan 16,933,000 16,933,000 9,708,101 7,224,899 57% 25,457,000 17,958,453$ 7,498,547 71% Total Expenses 19,687,000$ 19,687,000$ 10,593,387$ 9,093,613$ 54% 28,357,000$ 18,590,779$ 9,766,221$ 66% Ending Fund Balance
Required Debt Service Reserve 11,536,235$ 11,536,235$ 11,536,235$ -$ 100% 11,536,235$ 11,536,235$ -$ 100% Debt Service Reserve 8,562,801 8,688,980 (1,627,770) 10,316,750 -19% 15,980,801 (1,850,030)$ 17,830,831 -12% Total Ending Fund Balance 20,099,036$ 20,225,215$ 9,908,465$ 10,316,750$ 49% 27,517,036$ 9,686,205$ 17,830,831$ 35% Total Use of Funds 39,786,036$ 39,912,215$ 20,501,852$ 19,410,363$ 51% 55,874,036$ 28,276,984$ 27,597,052$ 51% (1)Adjustments include previously approved budget amendments through September 10, 2024.

Debt Service Budget Status Report
For the Period Ending June 30, 2024 and 2023
Period Ending June 30, 2023
Santa Clara Stadium Authority
Period Ending June 30, 2024
20 Table 11

Chart 1

Type of Indebtedness Interest Rates
Outstanding as of
March 31, 2024 Net Change
Outstanding as of
June 30, 2024
Stadium Funding Trust Loan:

Term A Loan 5.00% 199,956,240$ (7,299,896)$ 192,656,344$ StadCo CFD Advance 5.73% 28,711,586 (476,016) 28,235,570 Total $ 228,667,826 $ (7,775,913) $ 220,891,913 Period Ending June 30, 2024
Santa Clara Stadium Authority
Debt Summary Report
$-
$100
$200
$300
$400
$500
$600
$700
Mar 2012 Mar 2013 Mar 2014 Mar 2015 Mar 2016 Mar 2017 Mar 2018 Mar 2019 Mar 2020 Mar 2021 Mar 2022 Mar 2023 Mar 2024 Jun 2024 Total Outstanding Debt (in millions)
Construction Loan StadCo Agency Advance Term B Loan Term A Loan StadCo CFD Advance StadCo Subordinated Loan $41.1
$396.1
$653.4
$561.6
$464.7
$429.8
$382.7
$325.3$340.2
$296.8 $280.3
$245.3 $228.7 $220.9
■ ■ ■ ■ ■ ■
21 Capital Improvement Project (CIP) Budget
As part of the Capital Expense (“CapEx”) Plan, the following projects were underway during the current reporting period:

 Aesthetic Improvements – Premium Areas/Special Event Spaces  CO2 Monitoring & Sensors for Code Compliance
 Concrete Replacements
 D7 Tactical Decon Spray
 Enhance Stadium Security Coverage
 Field Turf Equipment
 Fingerprinting Equipment
 General Areas/Coating Main Deck
 Levi’s Naming Rights Signage Refurbishment
 Lighting System – Field / Sport Lighting LED Retrofit  Main Kitchen Equipment
 Overhead Doors, Motors, Sensors and Track Replacements  Plumbing and Plumbing Fixtures
 Radio Booth Cabling
 RAID 8 Multi Agent Detection Kit
 Replacement of end of life IT Network equipment (2022/23 Carryover)  Security General Allowance
 Smoke Evacuation System – Fire Smoke Curtain Replacement  Street Signage
 Women’s Locker Room

A total of $1.4 million has been spent in the first quarter of FY 2024/25, which amounts to 6% of the budget. The main reason that spend is below budget is due to the timing of activity for Capital Expenditure projects. There has also been little activity on warranty work which makes up 7% of the CIP Budget.

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

Budget to Budget to
Adopted Amended(1)
YTD Actual Final YTD Actual
Budget Budget Actuals Difference %
Received Budget Actuals Difference %
Received
Beginning Fund Balance 19,784,810$ 19,862,834$ 22,977,809$ (3,114,975)$ 116% 22,977,809$ 22,977,809$ -$ 100% Revenue
Interest -$ -$ -$ -$ NA -$ 42,168$ (42,168)$ NA Total Revenue -$ -$ -$ -$ NA -$ 42,168$ (42,168)$ NA Transfers In
Transfers In from Operating 4,032,000$ 4,032,000$ -$ 4,032,000$ 0% 3,915,000$ -$ 3,915,000$ 0% Transfers In from Operating - Levi's Naming Rights 1,575,000 1,575,000 - 1,575,000$ 0% - - - NA Total Transfers In 5,607,000$ 5,607,000$ -$ 5,607,000$ 0% 3,915,000$ -$ 3,915,000$ 0% Total Source of Funds 25,391,810$ 25,469,834$ 22,977,809$ 2,492,025$ 90% 26,892,809$ 23,019,977$ 3,872,832$ 86% Budget to Budget to
Adopted Amended(1)
YTD Actual Final YTD Actual
Budget Budget Actuals Difference % Used Budget Actuals Difference % Used Expenses
Construction 13,558,000$ 14,123,241$ 369,594$ 13,753,647$ 3% 11,521,424$ 2,058,889$ 9,462,535$ 18% Equipment 5,908,000 5,908,000 1,065,658 4,842,342 18% 7,372,196 303,267 7,068,929 4% Contingency & Misc 973,000 973,000 - 973,000 0% 903,052 3,991 899,061 0% Stadium Warranty Related Construction 1,528,000 1,528,000 - 1,528,000 0% 1,528,202 - 1,528,202 0% Total Expenses 21,967,000$ 22,532,241$ 1,435,252$ 21,096,989$ 6% 21,324,874$ 2,366,147$ 18,958,727$ 11% Ending Fund Balance 3,424,810$ 2,937,593$ 21,542,557$ (18,604,964)$ 733% 5,567,935$ 20,653,830$ (15,085,895)$ 371% Total Use of Funds 25,391,810$ 25,469,834$ 22,977,809$ 2,492,025$ 90% 26,892,809$ 23,019,977$ 3,872,832$ 86% (1)Adjustments include previously approved budget amendments through September 10, 2024.

CIP Budget Status Report
For the Period Ending June 30, 2024 and 2023
Period Ending June 30, 2023
Santa Clara Stadium Authority
Period Ending June 30, 2024
24 City of Santa Clara Net General Fund Impact
During the current reporting period there was a total of $1.1 million that was contributed to the General Fund as shown in Table 13. Senior and Youth Fee and the Tasman Lot Parking Fee are both related to NFL games of which there were none in the first quarter.

This section of the report also provides information on General Fund revenue and expenditure impacts resulting from the stadium.

Table 13

Public Safety and Administrative Cost Reimbursement
As described in earlier sections of this report, costs incurred by the City on NFL and Non- NFL events are tracked and billed to ManCo. Reimbursement is monitored and included in this report. A total of $1.5 million in public safety costs were incurred in support of Non- NFL events that were held at Levi’s ® Stadium in the current reporting period. These reimbursements come from a combination of payments from ManCo and the offsite parking fees that were collected. The City has received $1.1 million in reimbursements from ManCo as of the date of this report.

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

Pursuant to the Amended and Restated Lease, the Stadium Author ity was in discussion with StadCo to adjust the annual public safety cap to reflect the true cost of service, which is higher than the cap. On May 23, 2024, the Stadium Authority entered into a settlement agreement with StadCo and ManCo over disputes regar ding public safety and buffet costs. As a result of the settlement, the public safety cap will be adjusted to increase the per game and annual threshold beginning in FY 2024/25 . Under the settlement agreement, credits that were issued from public safety costs paid in excess of the annual public safety costs threshold were redefined as Public Safety Costs 2024 Outstanding Balance and will be partially reimbursed to StadCo with litigation contingency funds and partially over time through excess revenues.

In addition to public safety costs, administrative costs are also tracked and billed to the Stadium Authority. These include the cost of providing overall stadium management, financial, human resource, legal, and other services to the Stadium Authority. In th e first quarter of FY 202 4/25, a total of $ 598,000 of administrative costs were incurred by the General Fund, which have been reimbursed to the City.

Ground Rent 1,000,000$
Performance Rent -
Senior and Youth Fee -
Sales Tax 92,475
1,092,475$
City of Santa Clara
Net General Fund Impact
For Stadium Authority
Total Net General Fund Impact
Period Ending June 30, 2024
25 Rents and Senior and Youth Fee
As noted above, the City’s General Fund did not collect any rents or Senior and Youth fees in the current reporting period. See the Glossary for more information on these revenues and how they are calculated.

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

Food and beverage concession sales and merchandise sales at Levi’s ® Stadium are taxable, resulting in sales tax revenue for the City. The last quarter of sales tax collections from Levi’s ® Stadium transactions generated $ 92,000 for the City’s General Fund. In addition to the direct sellers at the Stadium, other businesses in Santa Clara are benefiting from the influx of people coming to attend one or more events at Levi’s® Stadium, resulting in potentially more sales tax collections for the General Fund.

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

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

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

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

The other one-half of the proceeds are deposited in the Stadium Authority’s discretionary fund. If at any time the discretionary fund balance exceeds $1 million, then in consultation with ManCo, the Stadium Authority will determine if provision has been made for replacement and improvement of capital improvements contemplated under the public safety plan. If not, then funds will be reserved in the discretionary fund for such purposes.

If adequate provision has been made for these items and the balance of the discretionary fund still exceeds $1 million, then up to half of the amount over $1 million can be transferred to the General Fund, in which event an equal amount will also be transferred from the discretionary fund to the Stadium Authority operating fund and wi ll be included as revenue available to pay Stadium Authority expenses.

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

27 Chart 2

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

Lease Year Fiscal Year
Annual Fixed
Ground Rent
Cumulative
Total
1 2014/15 180,000$ 180,000$
2 2015/16 215,000$ 395,000$
3 2016/17 250,000$ 645,000$
4 2017/18 285,000$ 930,000$
5 2018/19 320,000$ 1,250,000$
6 2019/20 355,000$ 1,605,000$
7 2020/21 390,000$ 1,995,000$
8 2021/22 425,000$ 2,420,000$
9 2022/23 460,000$ 2,880,000$
10 2023/24 495,000$ 3,375,000$
11 2024/25 1,000,000$ 4,375,000$
12 2025/26 1,000,000$ 5,375,000$
13 2026/27 1,000,000$ 6,375,000$
14 2027/28 1,000,000$ 7,375,000$
15 2028/29 1,000,000$ 8,375,000$
16 2029/30 1,100,000$ 9,475,000$
17 2030/31 1,100,000$ 10,575,000$
18 2031/32 1,100,000$ 11,675,000$
19 2032/33 1,100,000$ 12,775,000$
20 2033/34 1,100,000$ 13,875,000$
21 2034/35 1,200,000$ 15,075,000$
22 2035/36 1,200,000$ 16,275,000$
23 2036/37 1,200,000$ 17,475,000$
24 2037/38 1,200,000$ 18,675,000$
25 2038/39 1,200,000$ 19,875,000$
26 2039/40 1,300,000$ 21,175,000$
27 2040/41 1,300,000$ 22,475,000$
28 2041/42 1,300,000$ 23,775,000$
29 2042/43 1,300,000$ 25,075,000$
30 2043/44 1,300,000$ 26,375,000$
31 2044/45 1,400,000$ 27,775,000$
32 2045/46 1,400,000$ 29,175,000$
33 2046/47 1,400,000$ 30,575,000$
34 2047/48 1,400,000$ 31,975,000$
35 2048/49 1,400,000$ 33,375,000$
36 2049/50 1,500,000$ 34,875,000$
37 2050/51 1,500,000$ 36,375,000$
38 2051/52 1,500,000$ 37,875,000$
39 2052/53 1,500,000$ 39,375,000$
40 2053/54 1,500,000$ 40,875,000$
28 NFL Ticket Surcharge – The Amended and Restated Non-Relocation Agreement states that the Team will collect a 10% NFL ticket surcharge on the price of admission to all NFL games on behalf of Stadium Authority.

Non-NFL Event Ticket Surcharge – The Stadium Lease Agreement requires that the promoter or sponsor of any Non-NFL event collect a Non-NFL event ticket surcharge of $4 per ticket. The Lease Agreement sets aside one -half of the Non -NFL event ticket surcharge for stadium operating and maintenance costs and one -half for discretionary expenses of the Stadium Authority.

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

Therefore, when invoicing for NFL or Non -NFL public safety costs for a particular event held at Levi’s® Stadium, the offsite parking fee that is collected for said event partly offsets the total public safety costs owed for that event. In the City’s FY 202 3/24 (July 1, 2023 through June 30, 2024) the offsite parking fee is $6.44.

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

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

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

Senior and Youth Program Fees – The First Amendment to Amended and Restated Stadium Lease Agreement requires that StadCo collect a Senior and Youth Program Fee of $0. 40 per NFL ticket sold on behalf of the Stadium Authority. Per section 7 of the Ground Lease Agreement between the City and the Stadium Authority, the Stadium Authority remits this fee to the City as additional rent to support senior and youth programs in the City.

29 Stadium Management Fee – ManCo receives an annual base management fee to manage Levi’s® Stadium. The fee was $400,000 in the first lease year and increases by 3% annually as detailed in the table below. This annual base management fee is split 50/50 between StadCo and the Stadium Authority since ManCo manages the stadium year-round for both entities. In addition to the base management fee, ManCo also receives a stadium marketing and booking fee (in centive fee) which is based on a percentage of the amount that the net income from Non -NFL events exceeds the marketing and booking fee benchmark. The marketing and booking fee benchmark was $5 million in the first lease year and also increases by 3% annually as detailed in the table below. The annual stadium management fee for each of the first eleven lease years are noted in the chart 3 below.

Chart 3

Fiscal Year
Lease
Year
Annual Base
Stadium
Management
Fee (SCSA
Share)
Stadium
Marketing
and Booking
Fee
Benchmark
Net Income
from Non-
NFL Events
1st Tier -
paid at 10%
Fee
Additional
Stadium
Marketing and
Booking Fee
10% 1st Tier
2nd Tier -
paid at 15%
Fee
Additional
Stadium
Marketing and
Booking Fee
15% 2nd Tier
Total Stadium
Management
Fee
2014/15 1 200,000$ 5,000,000$ 5,207,553$ 10,378$ -$ 210,378$ 2015/16 2 206,000 5,150,000 6,079,016 46,451 - 252,451 2016/17 3 212,180 5,304,500 5,316,894 620 - 212,800 2017/18 4 218,545 5,463,635 5,163,329 2,000,000 - 4,000,000 - 218,545 2018/19 5 225,102 5,627,544 18,591 2,060,000 - 4,120,000 - 225,102 2019/20 6 231,855 5,796,370 (2,741,014) 2,121,800 - 4,243,600 - 231,855 2020/21 7 238,810 5,970,261 (476,960) 2,185,454 - 4,370,908 - 238,810 2021/22 8 245,975 6,149,369 (288,741) 2,251,018 - 4,502,035 - 245,975 2022/23 9 253,354 6,333,850 8,809,167 2,318,548 231,855 4,637,096 23,515 508,724 2023/24 10 260,955 6,523,866 8,266,685 2,388,105 174,282 4,776,209 - 435,237 2024/25 11 268,783 6,719,582 To be determined 30 Appendix
This section of the report provides additional historical data for the tables referenced in the body of this report.

Table 14

Table 15

Fiscal Year
Beginning
Balance Revenue Expenses Ending Balance
2014/15 -$ 715,770$ -$ 715,770$ 2015/16 715,770 1,238,542 714,028 1,240,284 2016/17 1,240,284 1,164,698 699,129 1,705,853 2017/18 1,705,853 768,564 1,209,342 1,265,075 2018/19 1,265,075 796,294 101,267 1,960,102 2019/20 1,960,102 367,748 - 2,327,850 Discretionary Fund Reserve
2014/15 Q1 2015/16 Q1 2016/17 Q1 2017/18 Q1 2018/19 Q1 2019/20 Q1 Total Total Total Total Total Total
No. of Non-NFL Ticketed Events - 6 8 4 4 3 No. of Tickets Sold - 284,352 351,837 90,456 115,661 57,344 Non-NFL Ticket Surcharge -$ 1,137,408$ 1,407,348$ 361,824$ 462,444$ 229,376$ No. of Non-NFL Special Events - 62 31 25 24 20 Non-NFL Special Event Attendees - 19,345 13,709 8,438 13,683 5,737 Cars Parked at Offsite Lots - 27,215 34,376 7,939 10,495 5,251 City Offsite Parking Fee -$ 133,898$ 174,632$ 41,600$ 56,883$ 29,563$ Cars Parked on Golf Course - 9,465 9,562 - - - City Golf Course Parking Fee -$ 47,325$ 47,810$ -$ -$ -$ Stadium Public Safety Costs -$ 1,425,075$ 1,721,055$ 475,003$ 707,108$ 337,972$ Golf Course Public Safety Costs -$ 73,951$ 39,905$ -$ -$ -$ Subtotal Event Public Safety Costs -$ 1,499,026$ 1,760,960$ 475,003$ 707,108$ 337,972$ Less: Offsite Parking Fee Credit -$ (133,898)$ (174,632)$ (41,600)$ (56,883)$ (29,563)$ Reimbursable Public Safety Costs -$ 1,365,128$ 1,586,328$ 433,403$ 650,225$ 308,409$ Levi's® Stadium
Historical Non-NFL Event Statistics
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-1015 Agenda Date: 10/22/2024

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on the Stadium Manager’s Request for Approval of an Agreement with AMS Electric LLC dba Prime Electric LLC to Replace the Lighting Systems at Levi’s Stadium (Lighting Systems - Fixture Replacement of Major Outdoor Lighting/LED Retrofit/Sports Lighting CapEx Project) and Related Budget Amendment

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

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

The Stadium Authority Fiscal Year (FY) 2024/25 Capital Expense (CapEx) Budget includes $4,725,000 for a Lighting Systems - Fixture Replacement of Major Outdoor Lighting/LED Retrofit/Sports Lighting line item. The project, as described, replaces the current metal halide Stadium field/sports lights with an outdoor LED lighting product. The current system is over ten years old. This project will replace the aging system as it reaches the end of life. Sourcing replacement parts and metal halide lamps is becoming more difficult because most similar-sized venues, including 27 of the 30 NFL venues and 27 of the 30 MLB stadiums, have transitioned to an LED lighting system.

The Stadium’s Lighting Systems is one of the largest energy consuming systems in the Stadium.

Replacing the current lighting with an outdoor LED lighting product will lower energy consumption, extend the system’s operational life, require less maintenance, and decrease the carbon footprint by up to 40%. LED field lights provide an energy-efficient solution to upgrade the product that may soon be phased out. LED lights also last much longer and require less maintenance than metal halide lights.

The Stadium Manager is requesting approval for the following actions related to the Lighting Systems - Fixture Replacement of Major Outdoor Lighting/LED Retrofit/Sports Lighting CapEx Project:

1. Award a one-time agreement to AMS Electric LLC dba Prime Electric LLC, in the amount of $4,736,475 to replace the lighting systems with an outdoor LED retrofit of the sports lighting at Levi’s Stadium;

2. Approve a budget amendment to increase the total budget amount for this CapEx project by $414,631, from $4,725,000 to $5,139,631;
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24-1015 Agenda Date: 10/22/2024

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

4. Authorize the Stadium Manager to execute change orders up to $236,824 for a total not to exceed construction agreement amount of $4,973,299.

If approved, the amended line item will cover the costs of the one-time agreement ($4,736,475), a 5% contingency for change orders ($236,824), San Jose Mercury News publication fee ($387), estimated permit fees ($44,757), and design services through a Stadium Authority Board approved agreement ($121,188).

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

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

Based on the documentation and provided information, staff recommends approval of the Stadium Manager’s request related to the Lighting Systems - Fixture Replacement of Major Outdoor Lighting/LED Retrofit/Sports Lighting CapEx Project.

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

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

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

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24-1015 Agenda Date: 10/22/2024

FISCAL IMPACT
As noted above, the FY 2024/25 CapEx Budget contains $4,725,000 for the Lighting Systems - Fixture Replacement of Major Outdoor Lighting/LED Retrofit/Sports Lighting CapEx Project.

Approval of the Stadium Manager’s request will require a budget amendment to increase the line item by $414,631 to a total budget amount of $5,139,631. The improvements are for shared spaces, these capital expenditures are 100% Stadium Authority costs. The table below summarizes the budget amendment as discussed above:

CIP Budget
Description Current Increase/
Decrease
Revised
Construction Expense $14,123,24
1 $414,631 $14,537,87
2 Ending Fund Balance - Capital
Expenditure Reserve
$2,937,391 ($414,631) $2,522,760

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

RECOMMENDATION

1. Approve a budget amendment for the Lighting Systems - Fixture Replacement of Major Outdoor Lighting/LED Retrofit/Sports Lighting line item in the Stadium Authority FY 2024/25 CapEx Budget to increase the budget by $414,631 from the Capital Budget Ending Fund Balance, for a total budget amount of $5,139,631;

2. Approve the Stadium Manager’s request to award a one-time agreement to AMS Electric LLC dba Prime Electric LLC in the amount of $4,736,475 to replace the lighting systems at Levi’s Stadium (Lighting Systems - Fixture Replacement of Major Outdoor Lighting/LED Retrofit/Sports Lighting CapEx Project);

3. Authorize the Stadium Manager to execute any and all documents associated with, and necessary for the award, completion, and acceptance of the project, in a form substantially similar to Attachment 2; and

4. Authorize the Stadium Manager to execute change orders for the agreement up to $236,824, for a total not to exceed amount of $4,973,299.

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

1. Stadium Manager’s Recommendation Memo

2. Draft Agreement with AMS Electric LLC dba Prime Electric LLC City of Santa Clara Printed on 10/18/2024Page 4 of 4
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ͳ

Date: October 1, 2024

To: Jovan Grogan
Executive Director
Santa Clara Stadium Authority

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

Subject: Recommendation for Award RFB FY 24-0066 Levi’s Stadium Lighting Systems Fixture Replacement Project

Recommendation

1. Recommend approval and award of a one-time contract to AMS Electric LLC dba Prime Electric LLC, in the amount of $4,736,475, for the lighting systems fixture replacement project at Levi’s Stadium.

2. Recommend a budget augmentation for the lighting systems fixture replacement project (Project) of $414,631.45, which will increase the total budget amount for this Project from $4,725,000 to $5,139,631.45. The Project budget was approved by the Santa Clara Stadium Authority (SCSA) as part of the FY24/25 SCSA Capital Expenditures Budget.

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

4. Authorize Stadium Manager to execute change orders up to 5% or $236,823.75 for a total not to exceed construction contract amount of $4,973,298.75.

Solicitation Process
Forty Niners Stadium Management Company LLC (Stadium Manager) has a need for replacing the lighting systems - fixture replacement of major outdoor lighting/LED retrofit/sports lighting at Levi’s Stadium (Stadium). The Project was approved as part of the FY24/25 SCSA Capital Expenditures budget.

On August 29, 2024, Stadium Manager issued a Request for Bids (RFB) FY24-0066 for the Project.

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

STADIUM

FORTY NINERS STADIUM MANAGEMENT COMPANY
ʹ

On September 4, 2024, Stadium Manager published the Notice Inviting Bids for the Project in the San Jose Mercury News publication. Notices were also emailed on August 29, 2024 to prospective bidders, the Builders’ Exchange of Santa Clara County and Bay Area Builders Exchange to communicate with their respective member communities regarding the solicitation for the Project.

Stadium Manager held a mandatory pre-bid conference and site walk on October 10, 2024 at 2:00 p.m. (PT) to provide an overview of the Project, answer any questions from prospective bidders, and conduct a site walk. A total of eighteen representatives from fifteen companies attended the mandatory pre-bid conference. Additional site walk requests were accommodated by Stadium Manager.

Stadium Manager issued Addendum No. 1 on September 18, 2024 providing answers to questions asked by bidders and to update the plans and specifications. On September 23, 2024 Stadium Manager issued Addendum No. 2, informing all bidders of an acceptable alternate manufacturer’s product as an approved equal.

Electronic bid submissions were due on or before September 26, 2024 at 3:00 p.m. (PT). Four bids were received on or before the closing due date and time from the following firms:

1. General Lighting Service, Inc - $5,150,000

2. Cupertino Electric, Inc. - $7,350,717

3. Prime Electric - $4,736,475

4. Bear Electrical Solutions, Inc. - $6,247,750

Public Bid Opening
A public bid opening was held on September 26, 2024, at 4:00 p.m. (PT). The RFB provided the public bid opening webcast information including a meeting ID and password for bidders to log on via Zoom to attend. Multiple callers were in attendance. Stadium Manager announced the receipt of the four bids on or before the due date and time, announced the name of the bidders and the base bid amounts and declared Prime Electric LLC the apparent low bidder.

The protest period ends on October 3, 2024. In the event there is a protest, Stadium Manager will withdraw the recommendation and address the protest accordingly.

Evaluation of Apparent Low Bidder
Stadium Manager reviewed the bid from Prime Electric for responsiveness and responsibility factors. Prime Electric acknowledged the addendum as part of the bid documents in the bid itself but failed to submit the executed addenda. All other submissions were in order to ensure the bidder was responsive and responsible. Since the deviation in this case does not affect the amount of the bid or otherwise make the bid materially different than intended, the SCSA may waive the error as an immaterial deviation.

͵

Next Steps
The Project was approved as part of the FY24/25 SCSA Capital Expenditures budget. The current approved amount for this Project is $4,725,000.

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

1. Prime Electric LLC Bid - $4,736,475

2. Five percent Contingency Amount for Change Orders - $236,823.75

3. Publishing Fee - $387.40

4. Design Cost: $121,188

5. Permit Fee # 1: $22,378.65

6. Permit Fee #2 (estimated as not billed yet): $22,378.65

7. Total Cost: $5,139,631.45

8. Budget Augmentation Amount: $414,631.45

Once Stadium Manager receives approval from the SCSA Board, a contract (included in the RFB) will be executed with Prime Electric LLC
, and a fully executed copy of the contract will be
forwarded to the SCSA. In addition, Stadium Manager requests authorization to issue change orders up to $236,823.75 or 5% of the Project cost which will allow Stadium Manager to take timely administrative action if required and not delay completion of the Project.

Supporting documentation has been provided for review and approval. The cost for advertising the RFB in the San Jose Mercury News publication for one day is $387.40. Stadium Manager’s request to publish legal notices in the San Jose Mercury News for various solicitations, including public works, was approved by the SCSA Board on July 13, 2021. This Project is a public works project.

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

~
DocuSigned by:
~v~
A4B5666F5BF147D ...

Levi’s Stadium Lighting Systems - Fixture Replacement
of Major Outdoor Lighting / LED Retrofit / Sports
Lighting Project
RFB Number: RFB-FY24-0066
-1- 00 52 13 – CONTRACT

00 52 13 – CONTRACT
This CONTRACT, No. ________ is made and entered into this ____ day of _______, ______, by and between Forty Niners Stadium Management Company LLC, sometimes hereinafter called “Stadium Manager,” and _______________________________________________, sometimes hereinafter called “Contractor.”
WITNESSETH: That the parties hereto have mutually covenanted and agreed, and by these presents do covenant and agree with each other as follows:
a. SCOPE OF WORK. The Contractor shall perform all Work within the time stipulated in the Contract, and shall provide all labor, materials, equipment, tools, utility services, and transportation to complete all of the Work required in strict compliance with the Contract Documents as specified in Section (e), below, for the following Project:

Levi’s Stadium Lighting Systems - Fixture Replacement of Major Outdoor Lighting / LED Retrofit / Sports Lighting Project
The Contractor and its surety shall be liable to the Stadium Manager for any damages arising as a result of the Contractor’s failure to comply with this obligation. b. TIME FOR COMPLETION. Time is of the essence in the performance of the Work. The Work shall be commenced on the date stated in the Stadium Manager’s Notice to Proceed. The Contractor shall complete all Work required by the Contract Documents within ninety (90) calendar days from the commencement date stated in the Notice to Proceed. By its signature hereunder, Contractor agrees the time for completion set forth above is adequate and reasonable to complete the Work.
c. CONTRACT PRICE. The Stadium Manager shall pay to the Contractor as full compensation for the performance of the Contract, subject to any additions or deductions as provided in the Contract Documents, and including all applicable taxes and costs, the sum of ____________________________________________________________________ Dollars ($_________________________________). Payment shall be made as set forth in the General Conditions.
d. LIQUIDATED DAMAGES. In accordance with Government Code Section 53069.85, it is agreed that the Contractor will pay the Stadium Manager the sum set forth in Section 00 73 13, Article 1.11 for each and every calendar day of delay beyond the time prescribed in the Contract Documents for finishing the Work, as Liquidated Damages and not as a penalty or forfeiture. In the event this is not paid, the Contractor agrees the Stadium Manager may deduct that amount from any money due or that may become due the Contractor under the Contract. This Article does not exclude recovery of other damages specified in the Contract Documents. e. COMPONENT PARTS OF THE CONTRACT. The “Contract Documents” include t he following:

Notice Inviting Bids
Instructions to Bidders
Bid Form

Levi’s Stadium Lighting Systems - Fixture Replacement
of Major Outdoor Lighting / LED Retrofit / Sports
Lighting Project
RFB Number: RFB-FY24-0066
-2- 00 52 13 – CONTRACT

Bid Bond
Designation of Subcontractors
Information Required of Bidders
Non-Collusion Declaration Form
Iran Contracting Act Certification
Public Works Contractor Registration Certification
Performance Bond
Payment (Labor and Materials) Bond
General Conditions
Special Conditions
General Requirements
Technical Specifications
Addenda
Plans and Specifications
Standard Specifications for Public Works Construction “Greenbook”, latest edition, Except Sections 1-9
Procurement and Contract Process Integrity and Conflict of Interest Guidelines Levi’s Stadium Jobsite Rules
Approved and fully executed change orders
Any other documents contained in or incorporated into the Contract The Contractor shall complete the Work in strict accordance with all of the Contract Documents.

All of the Contract Documents are intended to be complementary. Work required by one of the Contract Documents and not by others shall be done as if required by all. This Contract shall supersede any prior agreement of the parties.
f. PROVISIONS REQUIRED BY LAW AND CONTRACTOR COMPLIANCE . Each and every provision of law required to be included in these Contract Documents shall be deemed to be included in these Contract Documents. The Contractor shall comply with all requirements of applicable federal, state and local laws, rules and regulations, including, but not limited to, the provisions of the California Labor Code and California Public Contract Code which are applicable to this Work.
g. INDEMNIFICATION. Contractor shall provide indemnification and defense as set forth in the General Conditions.
h. PREVAILING WAGES; PROOF OF COMPLIANCE . It shall be Contractor’s sole responsibility to comply with, and maintain adequate records of its adherence to, all applicable state prevailing wage requirement . Contractor is responsible for maintaining and providing the following documentation to Stadium Manager for review and approval within the timeframes specified below.

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

Levi’s Stadium Lighting Systems - Fixture Replacement
of Major Outdoor Lighting / LED Retrofit / Sports
Lighting Project
RFB Number: RFB-FY24-0066
-3- 00 52 13 – CONTRACT

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

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

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

5. Fringe Benefit Statement. Contractor, on behalf of itself and its subcontractors, must submit complete Fringe Benefit Statement(s) for the crafts and trade classifications utilized to perform the Work covered by any application for payment.

All Fringe Benefit Statements must be submitted with the application for payment to which each applies.

6. Demand for Compliance Records. At any time during or subsequent to the full performance of the Work under this Contract and in addition to the obligations set forth above, Stadium Manager and/or the Santa Clara Stadium Authority may require Contractor to produce and or correct and re- submit any prevailing wage compliance records, which must be reviewed and approved by Stadium Manager and/or the Santa Clara Stadium Authority, prior to full release of payment.

7. Withholding for Non-Compliance. In the event Contractor or any subcontractor is found not to be in compliance with the foregoing requirements for any application for payment whether for progress payments or final payment, Stadium Manager has the right to withhold up to ten percent (10%) of the amount owed to Contractor

Levi’s Stadium Lighting Systems - Fixture Replacement
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Lighting Project
RFB Number: RFB-FY24-0066
-4- 00 52 13 – CONTRACT

under the affected application for payment until full compliance is achieved.

Contractor acknowledges and agrees the foregoing amount is a reasonable estimate of the value of the documentation specified above.

IN WITNESS WHEREOF, this Contract has been duly executed by the above-named parties, on the day and year above written.

FORTY NINERS STADIUM [ INSERT NAME OF CONTRACTOR]

MANAGEMENT COMPANY LLC

By: By :

Francine Hughes
EVP & General Manager Its:

Pr inted Name:

(CONTRACTOR’S SIGNATURE MUST BE

NOTARIZED AND CORPORATE

SEAL AFFIXED, IF APPLICABLE)

END OF CONTRACT

Levi’s Stadium Lighting Systems - Fixture Replacement
of Major Outdoor Lighting / LED Retrofit / Sports
Lighting Project
RFB Number: RFB-FY24-0066
-5- 00 52 13 – CONTRACT

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

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

appeared , who proved to me on the basis of satisfactory

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

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

WITNESS my hand and official seal.

Signature of Notary Public

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

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

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

Signer is representing:

Name Of Person(s) Or Entity(ies)

Signer(s) Other Than Named Above

Levi’s Stadium Lighting Systems - Fixture Replacement
of Major Outdoor Lighting / LED Retrofit / Sports
Lighting Project
RFB Number: RFB-FY24-0066
-6- 00 61 13 – BOND FORMS

00 61 13 – BOND FORMS

1.1 Performance Bond.

KNOW ALL PERSONS BY THESE PRESENTS:

THAT WHEREAS, the Forty Niners Stadium Management Company LLC, (hereinafter referred to as “Stadium Manager”) has awarded to _________________________ (hereinafter referred to as the “C ontractor”) an agreement for the Levi’s Stadium Lighting Systems - Fixture Replacement of Major Outdoor Lighting / LED Retrofit / Sports Lighting Project (hereinafter referred to as the “Project”).

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

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

THE CONDITION OF THIS OBLIGATION IS SUCH, that, if the Contractor, his or its 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 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 part of the obligation secured hereby and in addition to the face amount specified therefore, there shall be included costs and reasonable expenses and fees including reasonable attorney’s fees, incurred by Stadium Manager in enforcing such obligation.

As a condition precedent to the satisfactory completion of the C ontract 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 replacement s and totally protect the Stadium Manager from loss or damage resulting from or caused by defective materials or faulty workmanship. The obligations of Surety hereunder shall continue so long as any obligation of Contractor remains. Nothing herein shall l imit the Stadium Manager’s rights or the

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RFB Number: RFB-FY24-0066
-7- 00 61 13 – BOND FORMS

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

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

Levi’s Stadium Lighting Systems - Fixture Replacement
of Major Outdoor Lighting / LED Retrofit / Sports
Lighting Project
RFB Number: RFB-FY24-0066
-8- 00 61 13 – BOND FORMS

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

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

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

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

Levi’s Stadium Lighting Systems - Fixture Replacement
of Major Outdoor Lighting / LED Retrofit / Sports
Lighting Project
RFB Number: RFB-FY24-0066
-9- 00 61 13 – BOND FORMS

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

appeared , who proved to me on the basis of satisfactory

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

WITNESS my hand and official seal.

Signature of Notary Public

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

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

Signer is representing:

Name Of Person(s) Or Entity(ies)

Signer(s) Other Than Named Above
NOTE: This acknowledgment is to be completed for Contractor/Principal.

Levi’s Stadium Lighting Systems - Fixture Replacement
of Major Outdoor Lighting / LED Retrofit / Sports
Lighting Project
RFB Number: RFB-FY24-0066
-10- 00 61 13 – BOND FORMS

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

appeared , who proved to me on the basis of satisfactory

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

WITNESS my hand and official seal.

Signature of Notary Public

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

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

Signer is representing:

Name Of Person(s) Or Entity(ies)

Signer(s) Other Than Named Above
NOTE: This acknowledgment is to be completed for the Attorney-in-Fact. The Power-of Attorney to local representatives of the bonding company must also be attached.

END OF PERFORMANCE BOND

Levi’s Stadium Lighting Systems - Fixture Replacement
of Major Outdoor Lighting / LED Retrofit / Sports
Lighting Project
RFB Number: RFB-FY24-0066
-11- 00 61 13 – BOND FORMS

1.2 Payment Bond (Labor and Materials).

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

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

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

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

It is further stipulated and agreed that the Surety on this bond shall not be exonerated or released from the obligation of this bond by any change, extension of time for performance, addition, alteration or modification in, to, or of any contract, plans, specifications, or agreement pertaining or relating to any scheme or work of improvement herein above described, or pertaining or relating to the furnishing of labor, materials, or equipment therefore, nor by any change or modification of any terms of payment or extension of the time for any payment pertaining or relating to any scheme or work of improvement herein above described, nor by any rescission or attempted rescission or attempted rescission of the contract, agreement or bond, nor by any conditions

Levi’s Stadium Lighting Systems - Fixture Replacement
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-12- 00 61 13 – BOND FORMS

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

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

IN WITNESS WHEREOF, we have hereunto set our hands and seals this _______ day of ______________, 20__.
(Corporate Seal)

Contractor/ Principal
By
Title
(Corporate Seal)
Surety
By
Attorney-in-Fact

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

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

Levi’s Stadium Lighting Systems - Fixture Replacement
of Major Outdoor Lighting / LED Retrofit / Sports
Lighting Project
RFB Number: RFB-FY24-0066
-13- 00 61 13 – BOND FORMS

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

appeared , who proved to me on the basis of satisfactory

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

WITNESS my hand and official seal.

Signature of Notary Public

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

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

Signer is representing:

Name Of Person(s) Or Entity(ies)

Signer(s) Other Than Named Above
NOTE: This acknowledgment is to be completed for Contractor/Principal.

Levi’s Stadium Lighting Systems - Fixture Replacement
of Major Outdoor Lighting / LED Retrofit / Sports
Lighting Project
RFB Number: RFB-FY24-0066
-14- 00 61 13 – BOND FORMS

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

appeared , who proved to me on the basis of satisfactory

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

WITNESS my hand and official seal.

Signature of Notary Public

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

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

Signer is representing:

Name Of Person(s) Or Entity(ies)

Signer(s) Other Than Named Above
NOTE: This acknowledgment is to be completed for the Attorney-in-Fact. The Power-of-Attorney to local representatives of the bonding company must also be attached.

END OF PAYMENT BOND

Levi’s Stadium Lighting Systems - Fixture Replacement
of Major Outdoor Lighting / LED Retrofit / Sports
Lighting Project
RFB Number: RFB-FY24-0066
-15- 00 72 13 – GENERAL CONDITIONS

00 72 13 – GENERAL CONDITIONS
ARTICLE 1. DEFINED TERMS
Whenever used in the Contract Documents and printed with initial capital letters, the terms listed below will have the meanings indicated which are applicable to both the singular and plural thereof. In addition to terms specifically defined below, terms with initial capital letters in the Contract Documents include references to identified articles and paragraphs, and the titles of other documents or forms.

A. Act of God
– An earthquake of magnitude of 3.5 or higher on the Richter scale or a tidal wave.

B. Addenda -- Written or graphic instruments issued prior to the submission of Bids which clarify, correct, or change the Contract Documents.

C. Additional Work -- New or unforeseen work will be classified as “Additional Work” when the Stadium Manager’s Representative determines that it is not covered by the Contract.

D. Applicable Laws -- The laws, statutes, ordinances, rules, codes, regulations, permits, and licenses of any kind, issued by local, state or federal governmental authorities or private authorities with jurisdiction (including utilities), to the extent they apply to the Work.

E. Bid -- The offer or proposal of a Bidder submitted on the prescribed form setting forth the prices and other terms for the Work to be performed.

F. Bidder -- The individual or entity who submits a Bid directly to the Stadium Manager.

G. Change Order (“CO”) -- A document that authorizes an addition, deletion, or revision in the Work or an adjustment in the Contract Price or the Contract Times, issued on or after the Effective Date of the Contract, in accordance with the Contract Documents and in the form contained in the Contract Documents.

H. Change Order Request (“COR”) -- A request made by the Contractor for an adjustment in the Contract Price and/or Contract Times as the result of a Contractor-claimed change to the Work. This term may also be referred to as a Change Order Proposal (“COP”), or Request for Change (“RFC”).

I. Claim -- A
demand or assertion by the Stadium Manager or Contractor seeking an adjustment of Contract Price or Contract Times, or both, or other relief with respect to the terms of the Contract. A demand for money or services by a third party is not a Claim.

J. Contract -- The ent
ire integrated written agreement between the Stadium Manager and Contractor concerning the Work. “Contract” may be used interchangeably with “Agreement” in the Contract D ocuments. The Contract supersedes prior

Levi’s Stadium Lighting Systems - Fixture Replacement
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-16- 00 72 13 – GENERAL CONDITIONS

negotiations, representations, or agreements, whether written or oral, and includes all Contract Documents.

K. Contract Documents -- T he documents listed in Section 00 52 13, Article 5. Some documents provided by the Stadium Manager to the Bidders and Contractor, including but not limited to reports and drawings of subsurface and physical conditions are not Contract Documents.

L. Contract Price -- Am
ount to be paid by the Stadium Manager to the Contractor as full compensation for the performance of the Contract and completion of the Work, subject to any additions or deductions as provided in the Contract Documents, and including all applicable taxes and costs.

M. Contract Times -- The
number of days or the dates stated in the Contract
Documents to: achieve defined Milestones, if any; and to complete the Work so that it is ready for final payment.

N. Contractor -- The i ndi
vidual or entity with which the Stadium Manager has
contracted for performance of the Work.

O. Contractor’s Designated On- Si te Representative -- The Contractor’s Designated On-Site Representative will be as identified during the preconstruction conference pursuant to Article 3 in Section 00 72 13 and shall not be changed without prior written consent of the Stadium Manager.

P. Critical Supply Shortage -- A n unusual shortage in materials that is (a) supported by documented proof that Contractor made every effort to obtain such materials from all available sources; (b) such shortage is due to the fact that such materials are not physically available from single or multiple sources or could have been obtained only at exorbitant prices entirely inconsistent with current and standard rates taking into account the quantities involved and the usual industry practices in obtaining such quantities; and (c) such shortages and the difficulties in obtaining alternate sources of materials could not have been known or anticipated by Contractor at the time it submitted its bid or entered the Contract. Market fluctuations in prices of materials, whether or not resulting from a Force Majeure Event, does not constitute a Critical Supply Shortage.

Q. Daily Rate -- The
Daily Rate stipulated in the Contract Documents as full compensation to the Contractor due to the Stadium Manager’s unreasonable delay to the Project that was not contemplated by the parties.

R. Day -- A calendar day of 24 hours measured from midnight to the next midnight.

S. Defective Work -- Work that is unsatisfactory, faulty, or deficient; or that does not conform to the Contract Documents; or that does not meet the requirements of any inspection, reference standard, test, or approval referenced in the Contract Documents.

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T. Demobilization -- The complete dismantling and removal by the Contractor of all of the Contractor’s temporary facilities, equipment, and personnel at the Site.

U. Drawings -- That part of the Contract Documents prepared by the Stadium Manager which graphically shows the scope, extent, and character of the Work to be performed by Contractor. Shop Drawings and other Contractor submittals are not Drawings as so defined.

V. Effective Date of the Contract -- The date indicated in the Contract on which it becomes effective, but if no such date is indicated, it means the date on which the Contract is signed and delivered by the last of the two parties to sign and deliver.

W. Force Majeure Event -- A
n event that materially affects a party’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the Site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); (4) pandemics, epidemics or quarantine restrictions; (5) strikes and other organized labor action occurring at the Site and the effects thereof on the Work, only to the extent such strikes and other organized labor action are beyond the control of Contractor and its Subcontractors, of every tier, and to the extent the effects thereof cannot be avoided by use of replacement workers; and (6) a Critical Supply Shortage. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of governmental authorities with jurisdiction over the Project.

X. Green Book -- Th e current edition of the Standard Specifications for Public Works Construction.

Y. Hazardous Waste -- The term “Hazardous Waste” shall have the meaning provided in Section 104 of the Solid Waste Disposal Act (42 U.S.C. § 6903) as amended from time to time or, as defined in Section 25117 of the Health and Safety Code, that is required to be removed to a class I, class II, or class III disposal site in accordance with provisions of existing law, whichever is more restrictive.

Z. Holiday –
The Holidays occur on:

New Year’s Day - January 1
President’s Day – Third Monday in February
Memorial Day - Last Monday in May
Independence Day - July 4
Labor Day - First Monday in September
Veteran’s Day - November 11
Thanksgiving Day - Fourth Thursday in November
Friday after Thanksgiving
Christmas Eve – December 24
Christmas Day - December 25
Day After Christmas – December 26

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New Year’s Eve – December 31
If any Holiday listed above falls on a Saturday, Saturday and the preceding Friday are both Holidays. If the Holiday should fall on a Sunday, Sunday and the following Monday are both Holidays.

AA. Indemnified Parties – 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.

BB. Notice of Award -- The
written notice by the Stadium Manager to the Successful Bidder stating that upon timely compliance by the Successful Bidder with the conditions precedent listed therein, the Stadium Manager will sign and deliver the Contract.

CC. Notice of Completion -- The
form which may be executed by the Stadium Manager
and recorded by the county where the Project is located constituting final acceptance of the Project.

DD. Notice to Proceed -- A
written notice given by the Stadium Manager to Contractor fixing the date on which the Contractor may proceed with the Work and when Contract Times will commence to run.

EE. Project -- The t
otal construction of which the Work to be performed under the Contract Documents may be the whole, or a part.

FF. Recyclable Waste Materials -- Ma terials removed from the Site which are required to be diverted to a recycling center rather than an area landfill. Recyclable Waste Materials include asphalt, concrete, brick, concrete block, and rock.

GG. Schedule of Submittals -- A
schedule, prepared and maintained by Contractor, of
required submittals and the time requirements to facilitate scheduled performance of related construction activities.

HH. Shop Drawings -- Al l drawings, diagrams, illustrations, schedules, and other data or information which are specifically prepared or assembled by or for Contractor and submitted by Contractor to illustrate some portion of the Work.

II. Specifications -- That
part of the Contract Documents consisting of written
requirements for materials, equipment, systems, standards and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable thereto.

JJ. Stadium Manager -- The Forty Niners Stadium Management Company LLC.

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KK. Stadium Manager’s Representative -- The individual, partnership, corporation, joint venture, or other legal entity named as such in Section 00 73 13, Article 1.1. or any succeeding entity designated by the Stadium Manager acting either directly or through properly authorized agents, such agents acting severally within the scope of the particular duties entrusted to them. On all questions concerning the acceptance of materials, machinery, the classifications of material, the execution of work, conflicting interest of the contractors performing related work and the determination of costs, the decision of the Stadium Manager’s Representative, duly authorized by the Stadium Manager, shall be binding and final upon both parties.

LL. Stop Payment Notice -- A
written notice as defined in Civil Code Section 8044.

MM. Subcontractor -- An individual or entity other than a Contractor having a contract with any other entity than the Stadium Manager for performance of any portion of the Work at the Site.

NN. Submittal -- Wr itten and graphic information and physical samples prepared and supplied by the Contractor demonstrating various portions of the Work.

OO. Successful Bidder -- The Bidder submitting a responsive Bid to whom the Stadium Manager makes an award.

PP. Supplier -- A manufacturer, fabricator, supplier, distributor, material man, or vendor having a direct contract with Contractor or with any Subcontractor to furnish materials or equipment used in the performance of the Work or to be incorporated in the Work.

QQ. Underground Facilities -- Al l underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, or other such facilities or attachments, and any encasements containing such facilities, including those that convey electricity, gases, steam, liquid petroleum products, telephone or other communications, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems.

RR. Unit Price Work -- Wor
k to be paid for on the basis of unit prices as provided by the Contractor in its bid or as adjusted in accordance with the Contract Documents.

SS. Warranty -- A written guarantee provided to the Stadium Manager by the Contractor that the Work will remain free of defects and suitable for its intended use for the period required by the Contract Documents or the longest period permitted by the law of this State, whichever is longer.

TT. Work -- The
entire construction or the various separately identifiable parts thereof required to be provided under the Contract Documents. Work includes and is the result of performing or providing all labor, services, and documentation necessary to produce such construction, and furnishing, installing, and incorporating all materials and equipment into such construction, all as required by the Contract Documents.

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ARTICLE 2. CONTRACT DOCUMENTS
A. Contract Documents. The Contract Documents are complementary, and what is called for by one shall be as binding as if called for by all.

B. Interpretations. The Contract Documents are intended to be fully cooperative and complementary. If the Contractor observes that any documents are in conflict, the Contractor shall promptly notify the Stadium Manager’s Representative in writing. In case of conflicts between the Contract Documents, the order of precedence shall be as follows:

1. Change Orders, most recent first

2. Addenda, most recent first

3. Procurement and Contract Process Integrity and Conflict of Interest Guidelines

4. Levi’s Stadium Jobsite Duties

5. Special Conditions

6. General Requirements

7. Technical Specifications

8. Plans (Contract Drawings)

9. Contract

10. General Conditions

11. Instructions to Bidders

12. Notice Inviting Bids

13. Contractor’s Bid Forms

14. Standard Specifications for Public Works Construction (Sections 1-9 Excluded)

15. Standard Drawings

16. Reference Documents
With reference to the Drawings, the order of precedence shall be as follows:

1. Figures govern over scaled dimensions

2. Detail drawings govern over general drawings

3. Addenda or Change Order drawings govern over Contract Drawings

4. Contract Drawings govern over Standard Drawings

5. Contract Drawings govern over Shop Drawings
C. Conflicts in Contract Documents. Notwithstanding the orders of precedence established above, in the event of conflicts, the higher standard, higher quality, and most expensive shall always apply.

D. Organization of Contract Documents. Organization of the Contract Documents into divisions, sections, and articles, and arrangement of drawings shall not control the Contractor in dividing Project Work among subcontractors or in establishing the extent of Work to be performed by any trade.

ARTICLE 3. PRECONSTRUCTION AND CONSTRUCTION COMMUNICATION Before any Work at the site is started, a conference attended by the Stadium Manager, Contractor, Stadium Manager’s Representative, and others as appropriate will be held to establish a working

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understanding among the parties as to the Work and to discuss the schedules referred to herein, procedures for handling Shop Drawings and other submittals, processing Applications for Payment, and maintaining required records.

At this conference the Stadium Manager and Contractor each shall designate, in writing, a specific individual to act as its authorized representative with respect to the services and responsibilities under the Contract. Such individuals shall have the authority to transmit instructions , receive information, render decisions relative to the Contract, and otherwise act on behalf of each respective party.

The authorized representatives of Stadium Manager, Contractor and others as appropriate must meet weekly at the Project site at a location designated by Stadium Manager to keep abreast of construction activities and maintain familiarity with the progress of the Work as well as address any other Project related issues. Stadium Manager may waive the scheduled weekly meeting in Stadium Manager’s discretion. Contractor is responsible for writing and distributing meeting minutes, which shall at a minimum include information regarding the following: (1) Project name and location; (2) Name of preparer of the minutes and position in Contractor’s organization; (3) Meeting number, time and date; (4) List of attendees and what entity each represents; (5) total contract time elapsed since Notice to Proceed – to be reported in calendar days; (6) anticipated date of completion of the Work; (6) a summary of each item addressed in the meeting organized chronologically based on when it was discussed during the meeting; and (7) any other information Stadium Manager deems appropriate to be included in the meeting minutes. The meeting minutes shall be submitted by Contractor to Stadium Manager for review and verification within two (2) business days of the date of the meeting. Stadium Manager may direct Contractor to revise the meeting minutes to the extent there are factual inaccuracies or inconsistencies therein.

ARTICLE 4. CONTRACT DOCUMENTS: COPIES & MAINTENANCE
Contractor will be furnished free of charge, an electronic copy of the Contract Documents.

Contractor shall maintain a clean, undamaged set of Contract Documents, including submittals, at the Project site.

ARTICLE 5. EXAMINATION OF DRAWINGS, SPECIFICATIONS AND SITE OF WORK A. Examination of Contract Documents. Before commencing any portion of the Work, Contractor shall again carefully examine all applicable Contract Documents, the Project site, and other information given to Contractor as to materials and methods of construction and other Project requirements. Contractor shall immediately notify the Stadium Manager’s Representative of any potential error, inconsistency, ambiguity, conflict, or lack of detail or explanation. If Contractor performs, permits, or causes the performance of any Work which is in error, inconsistent or ambiguous, or not sufficiently detailed or explained, Contractor shall bear any and all resulting costs, including, without limitation, the cost of correction. In no case shall the Contractor or any subcontractor proceed with Work if uncertain as to the applicable requirements.

B. Additional Instructions. After notification of any error, inconsistency, ambiguity, conflict, or lack of detail or explanation, the Stadium Manager’s Representative will provide any required additional instructions, by means of drawings or other written direction, necessary for proper execution of Work.

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C. Quality of Parts, Construction and Finish. All parts of the Work shall be of the best quality of their respective kinds and the Contractor must use all diligence to inform itself fully as to the required construction and finish.

D. Contractor’s Variation from Contract Document Requirements. If it is found that the Contractor has varied from the requirements of the Contract Documents including the requirement to comply with all applicable laws, ordinances, rules and regulations, the Stadium Manager’s Representative may at any time, before or after completion of the Work, order the improper Work removed, remade or replaced by the Contractor at the Contractor’s expense.

ARTICLE 6. MOBILIZATION
A. When a bid item is included in the Bid Form for mobilization, the costs of Work in advance of construction operations and not directly attributable to any specific bid item will be included in the progress estimate (“Initial Mobilization”). When no bid item is provided for “Initial Mobilization,” payment for such costs will be deemed to be included in the other items of the Work.

B. Payment for Initial Mobilization based on the lump sum provided in the Bid Form, which shall constitute full compensation for all such Work. No payment for Initial Mobilization will be made until all of the listed items have been completed to the satisfaction of the Stadium Manager’s Representative. The scope of the Work included under Initial Mobilization shall include, but shall not be limited to, the following principal items:

1. Obtaining and paying for all bonds, insurance, and permits.

2. Moving on to the Project site of all Contractor’s plant and equipment required for the first month’s operations.

3. Installing temporary construction power, wiring, and lighting facilities, as applicable.

4. Establishing fire protection system, as applicable.

5. Developing and installing a construction water supply, if applicable.

6. Providing and maintaining the field office trailers for the Contractor, if necessary, and the Stadium Manager’s Representative (if specified), complete, with all specified furnishings and utility services.

7. Furnishing, installing, and maintaining all storage buildings or sheds required for temporary storage of products, equipment, or materials that have not yet been installed in the Work. All such storage shall meet manufacturer’s specified storage requirements, and the specific provisions of the specifications, including temperature and humidity control, if recommended by the manufacturer, and for all security.

8. Arranging for and erection of Contractor’s work and storage yard.

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9. Posting all OSHA required notices and establishment of safety programs per Cal- OSHA.

10. Full-time presence of Contractor’s superintendent at the job site as required herein.

11. Submittal of Construction Schedule as required by the Contract Documents.

ARTICLE 7. EXISTENCE OF UTILITIES AT THE WORK SITE
A. The Stadium Manager has endeavored to determine the existence of utilities at the Project site from the records of the owners of known utilities in the vicinity of the Project. The positions of these utilities as derived from such records are shown on the Plans.

B. Unless i ndicated otherwise on the Plans and Specifications, no excavations were made to verify the locations shown for underground utilities. The service connections to these utilities are not shown on the Plans. Water service connections may be shown on the Plans showing general locations of such connections. It shall be the responsibility of the Contractor to determine the exact location of all service connections. The Contractor shall make its own investigations, including exploratory excavations, to determine the locations and type of service connections, prior to commencing Work which could result in damage to such utilities. The Contractor shall immediately notify the Stadium Manager in writing of any utility discovered in a different position than shown on the Plans or which is not shown on the Plans.

C. If applicable, all water meters, water valves, fire hydrants, electrical utility vaults, t
elephone vaults, gas utility valves, and other subsurface structures shall be relocated or adjusted to final grade by the Contractor. Locations of existing utilities shown on the Plans are approximate and may not be complete. The Contractor shall be responsible for coordinating its Work with all utility companies during the construction of the Work.

D. Notwithstanding the above, pursuant to Section 4215 of the Government Code, the Stadium Manager has the responsibility to identify, with reasonable accuracy, main or trunkline facilities on the plans and specifications. In the event that main or trunkline utility facilities are not identified with reasonable accuracy in the plans and specifications made a part of the invitation for Bids, the Stadium Manager shall assume the responsibility for their timely removal, relocation, or protection.

E. Contractor, except in an emergency, shall contact the appropriate regional notification c
enter, California Underground Service Alert at 811 or 1- 800-227-2600 or on-line at www.digalert.org at least two working days prior to commencing any excavation if the excavation will be performed in an area which is known, or reasonably should be known, to contain subsurface installations other than the underground facilities owned or operated by the Stadium Manager, and obtain an inquiry identification number from that notification center. No excavation shall be commenced or carried out by the Contractor unless such an inquiry identification number has been assigned to the Contractor or any subcontractor of the Contractor and the Stadium Manager has been given the identification number by the Contractor.

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ARTICLE 8. SOILS INVESTIGATIONS
A. Reports and Drawings. The Special Conditions identify:

1. those reports known to the Stadium Manager of explorations and tests of subsurface conditions at or contiguous to the site; and

2. those drawings known to the Stadium Manager of physical conditions relating to existing surface or subsurface structures at the site (except Underground Facilities).

B. Limited Reliance by Contractor on Technical Data Authorized. C ontractor may rely upon the accuracy of the “technical data” contained in such reports and drawings, which were expressly not created or obtained to evaluate or assist in the evaluation of constructability, and are not Contract Documents. Contractor shall make its own interpretation of the “technical data” and shall be solely responsible for any such interpretations. Except for reliance on the accuracy of such “technical data,” Contractor may not rely upon or make any claim against the Stadium Manager or Stadium Manager ’s Representative, or any of their officers, directors, members, partners, employees, agents, consultants, or subcontractors, with respect to:

1. the completeness of such reports and drawings for Contractor’s purposes, i
ncluding without limitation any aspects of the means, methods, techniques, sequences, and procedures of construction to be employed by Contractor, and safety precautions and programs incident thereto; or

2. other data, interpretations, opinions, conclusions and information contained in such reports or shown or indicated in such drawings; or

3. any Contractor interpretation of or conclusion drawn from any “technical data” or any such other data, interpretations, opinions, or information.

ARTICLE 9. CONTRACTOR’S SUPERVISION
Contractor shall continuously keep at the Project site, a competent and experienced full -time Project superintendent acceptable to the Stadium Manager. Superintendent must be able to proficiently speak, read and writ e in English and shall have the authority to make decisions on behalf of the Contractor. Contractor shall continuously provide efficient supervision of the Project.

ARTICLE 10. WORKERS
A. Contractor shall at all times enforce strict discipline and good order among its employees. Contractor shall not employ on the Project any unfit person or any one not skilled in the Work assigned to him or her.

B. Any person in the employ of the Contractor whom the Stadium Manager may deem incompetent or unfit shall be dismissed from the Work and shall not be employed on this Project.

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ARTICLE 11. INDEPENDENT CONTRACTORS
Contractor shall be an independent contractor for the Stadium Manager and not an employee.

Contractor understands and agrees that it and all of its employees shall not be considered officers, employees, or agents of Stadium Manager and are not entitled to benefits of any kind normally provided employees of Stadium Manager , including but not limited to, state unemployment compensation or workers’ compensation. Contractor assumes full responsibility for the acts and omissions of its employees or agents related to the Work.

ARTICLE 12. SUBCONTRACTS
A. Contractor agrees to bind every subcontractor to the terms of the Contract Documents as far as such terms are applicable to subcontractor’s portion of the Work. Contractor shall be as fully responsible to the Stadium Manager for the acts and omissions of its subcontractors and of persons either directly or indirectly employed by its subcontractors, as Contractor is for acts and omissions of persons directly employed by Contractor. Nothing contained in these Contract Documents shall create any contractual relationship between any subcontractor and the Stadium Manager.

B. The Stadium Manager reserves the right to accept all subcontractors. The Stadium Manager’s acceptance of any subcontractor under this Contract shall not in any way relieve Contractor of its obligations in the Contract Documents.

C. Prior to substituting any subcontractor listed in the Bid Forms, Contractor must comply with the requirements of the Subletting and Subcontracting Fair Practices Act pursuant to California Public Contract Code Section 4100 et seq.

ARTICLE 13. 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, sub- subcontractors and consultants to comply with the same. Each person executing this Contract on behalf of Contractor verifies that he or she is a duly authorized officer of Contractor and that any of the following shall be grounds for the Stadium Manager to terminate the Contract for cause: (1) failure of the Contractor or its subcontractors, sub-subcontractors or consultants to meet any of the requirements provided for in this Article; (2) any misrepresentation or material omission concerning compliance with such requirements; or (3) failure to immediately remove from the Work any person found not to be in compliance with such requirements.

ARTICLE 14. REQUESTS FOR SUBSTITUTION
A. For the purposes of this provision, the term “substitution” shall mean the substitution of any material, method or service substantially equal to or better in every respect to that indicated in the Standard Specifications or otherwise referenced herein.

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B. Pursuant to Public Contract Code Section 3400(b), the Stadium Manager may make a finding that is described in the Notice Inviting Bids that designates certain products, things, or services by specific brand or trade name.

C. Unless specifically designated in the Special Conditions, 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 may be substantially equal to or better in every respect to that so indicated or specified in the Contract Documents. However, the Stadium Manager has a dopted uniform standards for certain materials, processes, and articles.

D. The Contractor shall submit substitution requests, together with substantiating data, for substitution of any “or equal” material, process, or article no later than the amount of calendar days prior to the bid submission deadline set forth in the Notice Inviting Bids as it may be amended. Provisions regarding submission of substitution requests shall not in any way authorize an extension of time for the performance of this Contract.

If a substitution request is rejected by the Stadium Manager, the Contractor shall provide the material, method or service specified herein. The Stadium Manager shall not be responsible for any costs incurred by the Contractor associated with substitution requests. The burden of proof as to the equality of any material, process, or article shall rest with the Contractor. The Stadium Manager’s Representative has the complete and sole discretion to determine if a material, process, or article is substantially equal to or better than that specified and to approve or reject all substitution requests.

E. Substantiating data as described above shall include, at a minimum, the following information:

1. A signed Request Approved Equals Form from the Contractor stating that the material, process, or article proposed as a substitution is substantially equal to or better than that specified in every way except as may be listed on the form.

2. Illustrations, specifications, catalog cut sheets, and any other relev ant data required to prove that the material, process, or article is substantially equal to or better than that specified.

3. A statement of the cost implications of the substitution being requested, indicating whether and why the proposed substitution will reduce or increase the amount of the Contract.

4. Information detailing the durability and lifecycle costs of the proposed substitution.

F. Failure to submit all the required substantiating data detailed above in a timely manner so that the substitution request can be adequately reviewed may result in rejection of the substitution request. The Stadium Manager’s Representative is not obligated to

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review multiple submittals related the same substitution request resulting from the Contractor’s failure to initially submit a complete package.

G. Time limitations within this Article shall be strictly complied with and in no case will an extension of time for completion of the contract be granted because of Contractor’s failure to provide substitution requests at the time and in the manner described herein.

H. The Contractor shall bear the costs of all Stadium Manager work associated with the review of substitution requests.

I. If substitution requests approved by the Stadium Manager’s Representative require that Contractor furnish materials, methods or services more expensive than that specified, the increased costs shall be borne by Contractor.

ARTICLE 15. SHOP DRAWINGS
A. Contractor shall check and verify all field measurements and shall submit with such promptness as to provide adequate time for review and cause no delay in its own Work or in that of any other contractor, subcontractor, or worker on the Project, six (6) copies of all shop drawings, calculations, schedules, and materials list, and all other provisions required by the Contract Documents. Contractor shall sign all submittals affirming that submittals have been reviewed and approved by Contractor prior to submission to Stadium Manager’s Representative. Each signed submittal shall affirm that the submittal meets all the requirements of the Contract Documents except as specifically and clearly noted and listed on the transmittal letter of the submittal.

B. Contractor shall make any corrections required by the Stadium Manager’s Representative, and file with the Stadium Manager’s Representative six (6) corrected copies each, and furnish such other copies as may be needed for completion of the Work. Stadium Manager’s Representative’s acceptance of shop drawings shall not relieve Contractor from responsibility for deviations from the Contract Documents unless Contractor has, in writing, called Stadium Manager's Representative’s attention to such deviations at time of submission and has secured the Stadium Manager's Representative’s written acceptance. Stadium Manager's Representative’s acceptance of shop drawings shall not relieve Contractor from responsibility for errors in shop drawings.

ARTICLE 16. SUBMITTALS
A. Contractor shall furnish to the Stadium Manager’s Representative for approval, prior to purchasing or commencing any Work, a log of all samples, material lists and certifications, mix designs, schedules, and other submittals, as required in the Contract Documents. The log shall indicate whether samples will be provided in accordance with other provisions of this Contract.

B. Contractor will provide samples and submittals, together with catalogs and supporting data required by the Stadium Manager’s Representative, to the Stadium Manager’s Representative within a reasonable time period to provide for adequate review and avoid delays in the Work.

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C. These requirements shall not authorize any extension of time for performance of this Contract. Stadium Manager’s Representative will check and approve such samples, but only for conformance with design concept of work and for compliance with information given in the Contract Documents. Work shall be in accordance with approved samples and submittals.

ARTICLE 17. MATERIALS
A. Except as otherwise specifically stated in the Contract Documents, Contractor shall provide and pay for all materials, labor, tools, equipment, lights, power, transportation, superintendence, temporary constructions of every nature, and all other services and facilities of every nature whatsoever necessary to execute and complete this Contract within specified time.

B. Unless otherwise specified, all materials shall be new and the best of their respective kinds and grades as noted and/or specified, and workmanship shall be of good quality.

C. Materials shall be furnished in ample quantities and at such times as to ensure uninterrupted progress of the W ork and shall be stored properly and protected as required by the Contract Documents . Contractor sh all be entirely responsible for damage or loss by weather or other causes to materials or Work.

D. No materials, supplies, or equipment for Work under this Contract shall be purchased subject to any chattel mortgage or under a conditional sale or other agreement by which an interest therein or in any part thereof is retained by the seller or supplier.

Contractor warrants good title to all material, supplies, and equipment installed or incorporated in the Work and agrees upon completion of all work to deliver the Project, to the Stadium Manager free from any claims, liens, or charges.

E. Materials shall be stored on the Project site in such manner so as not to interfere with any operations of the Stadium Manager or any independent contractor.

F. Contractor shall verify all measurements, dimensions, elevations, and quantities before ordering any materials or performing any Work, and the Stadium Manager shall not be liable for Contractor’s failure to so. No additional compensation, over and above payment for the actual quantities at the prices set out in the Bid Form, will be allowed because of differences between actual measurements, dimension, elevations and quantities and those indicated on the Plans and in the Specifications. Any difference therein shall be submitted to the Stadium Manager’s Representative for consideration before proceeding with the Work.

ARTICLE 18. PERMITS AND LICENSES
A. Contractor shall obtain all necessary permits and licenses for the construction of the Project, including encroachment permits, and shall pay all fees required by law and shall comply with all laws, ordinances, rules and regulations relating to the Work and to the preservation of public health and safety. Before acceptance of the Project, the Contractor shall submit all licenses, permits, certificates of inspection and required approvals to the Stadium Manager.

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B. On some projects, t he Bid Form contains an allowance for the Contractor’s cost of acquiring all permits and construction inspection f ees that may be charged to the Contractor by the Agency of Jurisdiction. The allowance is included within the Bid Form to eliminate the need by bidders to research or estimate the costs of permits and construction inspection fees prior to submitting a bid. The allowance is specifically intended to account for the costs of permits and construction inspection fees charged by the local Agency of Jurisdiction only. No other costs payable by Contractor to the Agency of Jurisdiction are included within the allowance. Payment by Stadium Manager to Contractor under the Permit and Inspection Allowance Bid Item shall be made based on actual cost receipts only and in accordance with the provisions of these specifications.

ARTICLE 19. TRENCHES
A. Trenches Five Feet or More in Dept h. Contractor shall submit to the Stadium Manager’s Representative at the preconstruction meeting, a detailed plan showing the design of shoring, bracing, sloping or other provisions to be made for worker protection from hazards of caving ground during the excavation of any trench or trenches five feet or more in depth. If such plan varies from shoring system standards established by the Construction Safety Orders of the California Code of Regulations, Department of Industrial Relations, the plan shall be prepared by a California registered civil or structural engineer. The plan shall not be less effective than the shoring, bracing, sloping, or other provisions of the Construction Safety Orders, as defined in the California Code of Regulations. The Contractor shall designate in writing the “competent person” as defined in Title 8, California Code of Regulations, who shall be present at the Work Site each day that trenching/excavation is in progress. The “competent person” shall prepare and provide daily trenching/excavation inspection reports to the Stadium Manager’s Representative. Contractor shall also submit a copy of its annual California Occupational Safety and Health Administration (Cal/OSHA) trench/excavation permit.

B. Excavations Deeper than Four Feet. If the Work involves excavating trenches or other excavations that extend deeper than four feet below the surface, Contractor shall promptly, and before the excavation is further disturbed, notify the Stadium Manager in writing of any of the following conditions:

1. Material that the Contractor believes may be material that is hazardous waste, as defined in Section 25117 of the Health and Safety Code, that is required to be removed to a Class I, Class II, or Class III disposal site in accordance with provisions of existing law.

2. Subsurface or latent physical conditions at the site differing from those indicated.

3. Unknown physical conditions at the site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract
The Stadium Manager shall promptly investigate the conditions, and if it finds that the conditions do so materially differ, or do involve hazardous waste, and cause a

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decrease or increase in Contractor’s cost of, or the time required for, performance of any part of the Work, shall issue a change order under the procedures described in the Contract Documents.

In the event that a dispute arises between the Stadium Manager and the Contractor as to whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in the Contractor’s cost of, or time required for, performance of any part of the Work, the Contractor shall not be excused from any scheduled completion date provided for by the Contract, but shall proceed with all Work to be performed under the Contract. Contractor shall retain any and all rights provided either by contract or by law which pertain to the resolution of disputes and protests between the parties.

ARTICLE 20. TRAFFIC CONTROL
A. Traffic control plan(s) for the Work may be required by the Agency(s) of Jurisdiction.

Traffic control plans, if required, shall be prepared at Contractor’s expense, and traffic control shall be performed at Contractor’s expense in accordance with the requirements of the Agency(s) of Jurisdiction. If a Permit and Inspection Allowance is included within the Bid Form, it includes the cost of required traffic control permit(s) by the Agency(s) of Jurisdiction only. The Permit and Inspection Allowance does not include costs for preparation of any required traffic control plans, implementation of any traffic control requirements or for any traffic signal services that may be required.

Costs for traffic control plans, implementation of traffic control, or traffic signal services required by the Agency(s) of Jurisdiction shall be included in the Contractor’s Bid.

B. All warning signs and safety devices used by the Contractor to perform the Work shall conform to the requirements contained in the State of California, Department of Transportation’s current edition of “Manual of Traffic Controls for Construction and Maintenance Work Zones” or to the requirements of the local agency. The Contractor shall also be responsible for all traffic control required by the agency having jurisdiction over the project on the intersecting streets. Contractor must submit a traffic control plan to the agency having jurisdiction over the project for approval prior to starting work.

C. The Contractor’s representative on the site responsible for traffic control shall produce evidence that he/she has completed training acceptable to the California Department of Transportation for safety through construction zones. All of the streets in which the Work will occur shall remain open to traffic and one lane of traffic maintained at all times unless otherwise directed by the agency of jurisdiction. Businesses and residences adjacent to the Work shall be notified forty-eight (48) hours in advance of closing of driveways. The Contractor shall make every effort to minimize the amount of public parking temporarily eliminated due to construction in areas fronting businesses. No stockpiles of pipe or other material will be allowed in traveled right-of- ways after working hours unless otherwise approved by the Stadium Manager’s Representative.

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ARTICLE 21. DIVERSION OF RECYCLABLE WASTE MATERIALS
In compliance with the applicable Stadium Manager’s waste reduction and recycling efforts, Contractor shall divert all Recyclable Waste Materials to appropriate recycling centers as required for compliance with the local jurisdiction’s waste diversion ordinances. Contractor will be required to submit weight tickets and written proof of diversion with its monthly progress payment requests.

Contractor shall complete and execute any certification forms required by Stadium Manager or other applicable agencies to document Contractor’s compliance with these diversion requirements. All costs incurred for these waste diversion efforts shall be the responsibility of the Contractor.

ARTICLE 22. REMOVAL OF HAZARDOUS MATERIALS
Should Contractor encounter material reasonably believed to be polychlorinated biphenyl (PCB) or other toxic wastes and hazardous materials which have not been rendered harmless at the Project site, the Contractor shall immediately stop work at the affected Project site and shall report the condition to the Stadium Manager in writing. The Stadium Manager shall contract for any services required to directly remove and/or abate PCBs and other toxic wastes and hazardous materials, if required by the Project site(s), and shall not require the Contractor to subcontract for such services. The Work in the affected area shall not thereafter be resumed except by written agreement of the Stadium Manager and Contractor.

ARTICLE 23. SANITARY FACILITIES
Contractor shall coordinate with the Stadium Manager for access and use of stadium restroom facilities during performance of the Work on the Project site.

ARTICLE 24. AIR POLLUTION CONTROL
Contractor shall comply with all air pollution control rules, regulations, ordinances and statutes.

All containers of paint, thinner, curing compound, solvent or liquid asphalt shall be labeled to indicate that the contents fully comply with the applicable material requirements.

ARTICLE 25. LAYOUT AND FIELD ENGINEERING
All field engineering required for laying out the Work and establishing grades for earthwork operations shall be furnished by the Contractor at its expense.

ARTICLE 26. TESTS AND INSPECTIONS
A. If the Contract Documents, the Stadium Manager’s Representative, or any instructions, laws, ordinances, or public authority requires any part of the Work to be tested or approved, Contractor shall provide the Stadium Manager’s Representative at least four (4) calendar days’ notice of its readiness for observation or inspection. If inspection is by a public authority other than the Stadium Manager, Contractor shall promptly inform the Stadium Manager of the date fixed for such inspection. Required certificates of inspection (or similar) shall be secured by Contractor. Costs for Stadium Manager testing and Stadium Manager inspection shall be paid by the Stadium

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Manager. Costs of tests for Work found not to be in compliance shall be paid by the Contractor.

B. If any Work is done or covered up without the required testing or approval , the Contractor shall uncover or deconstruct the Work, and the Work shall be redone after completion of the testing at the Contractor ’s cost in compliance with the Contract Documents.

C. Where inspection and testing are to be conducted by an independent laboratory or agency, materials or samples of materials to be inspected or tested shall be selected by such laboratory or agency, or by the Stadium Manager, and not by Contractor. All tests or inspections of materials shall be made in accordance with the commonly recognized standards of national organizations.

D. In advance of manufacture of materials to be supplied by Contractor which must be tested or inspected, Contractor shall notify the Stadium Manager so that the Stadium Manager may arrange for testing at the source of supply. Any materials which have not satisfactorily passed such testing and inspection shall not be incorporated into the Work.

E. If the manufacture of materials to be inspected or tested will occur in a plant or location greater than sixty (60) miles from the Stadium Manager, the Contractor shall pay for any excessive or unusual costs associated with such testing or inspection, including but not limited to excessive travel time, standby time and required lodging.

F. Reexamination of Work may be ordered by the Stadium Manager. If so ordered, Work must be uncovered or deconstructed by Contractor. If Work is found to be in accordance with the Contract Documents, the Stadium Manager shall pay the costs of reexamination and reconstruction. If such work is found not to be in accordance with the Contract Documents, Contractor shall pay all costs.

ARTICLE 27. PROTECTION OF WORK AND PROPERTY
A. The Contractor shall be responsible for all damages to persons or property that occurs as a result of the Work. Contractor shall be responsible for the proper care and protection of all materials delivered and Work performed until completion and final Acceptance by the Stadium Manager. All Work shall be solely at the Contractor’s risk.

Contractor shall adequately protect adjacent property from settlement or loss of lateral support as necessary. Contractor shall comply with all applicable safety laws and building codes to prevent accidents or injury to persons on, about, or adjacent to the Project site where Work is being performed. Contractor shall erect and properly maintain at all times, as required by field conditions and progress of work, all necessary safeguards, signs, barriers, lights, and watchmen for protection of workers and the public, and shall post danger signs warning against hazards created in the course of construction.

B. In an emergency affecting safety of life or of work or of adjoining property, Contractor, without special instruction or authorization from the Stadium Manager’s Representative, is hereby permitted to act to prevent such threatened loss or injury;

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and Contractor shall so act, without appeal, if so authorized or instructed by the Stadium Manager’s Representative or the Stadium Manager . Any compensation claimed by Contractor on account of emergency work shall be determined by and agreed upon by the Stadium Manager and the Contractor.

ARTICLE 28. CONTRACTOR’S MEANS AND METHODS
Contractor is solely responsible for the means and methods utilized to perform the Work. In no case shall the Contractor’s means and methods deviate from commonly used industry standards.

ARTICLE 29. AUTHORIZED REPRESENTATIVES
The Stadium Manager shall designate representatives, who shall have the right to be present at the Project site at all times. The Stadium Manager may designate an inspector who shall have the right to observe all of the Contractor’s Work. The inspector shall not be responsible for the Contractor’s failure to carry out the Work in accordance with the Contract Documents. Contractor shall provide safe and proper facilities for such access.

ARTICLE 30. HOURS OF WORK
A. As provided in Article 3 (commencing at Section 1810), Chapter 1, Part 7, Division 2 of the Labor Code, Contractor stipulates that eight (8) hours of labor shall constitute a legal day’s work. The time of service of any worker employed at any time by the Contractor or by any subcontractor on any subcontract under this Contract upon the Work or upon any part of the Work contemplated by this Contract is limited and restricted to eight (8) hours during any one calendar day and 40 hours during any one calendar week, except as hereinafter provided. Notwithstanding the provisions herein above set forth, work performed by employees of Contractor in excess of eight (8) hours per day, and 40 hours during any one week, shall be permitted upon this public work upon compensation for all hours worked in excess of eight (8) hours per day at not less than one and one-half times the basic rate of pay.

B. The Contractor and every subcontractor shall keep an accurate record showing the name of and actual hours worked each calendar day and each calendar week by each worker employed in connection with the Work or any part of the Work contemplated by this Contract. The record shall be kept open at all reasonable hours to the inspection of the Stadium Manager and to the Division of Labor Law Enforcement, Department of Industrial Relations of the State of California.

C. The Contractor shall pa y to the Stadium Manager a penalty of twenty -five dollars ($25.00) for each worker employed in the execution of this Contract by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any calendar day and 40 hours in any one calendar week in violation of the provisions of Article 3 (commencing at Section 1810), Chapter 1, Part 7, Division 2 of the Labor Code.

D. Any work necessary to be performed after regular working hours, or on Saturdays and Sundays or other holidays, shall be performed without additional expense to the Stadium Manager.

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E. No Work will be allowed on the Project site 48 hours prior and 24 hours after any event with a projected attendance greater than 10,000 people without prior written approval from the Stadium Manager.

F. Stadium Manager will provide inspection during normal working hours from 7:00 a.m. to 3:30 p.m. Monday through Friday. Inspection before or after this time will be charged to the Contractor as reimbursable inspection time. Inspections on weekends requires two days’ notice for review and approval. Upon written request and approval the 8.5 hour working day may be changed to other limits subject to city/county ordinance.

G. It shall be unlawful for any person to operate, permit, use, or cause to operate any of the following at the Project site, other than between the hours of 7:00 a.m. to 5:00 p.m., Monday through Friday, with no Work allowed on the Stadium Manager - observed holidays, unless otherwise approved by the Stadium Manager:

1. Powered Vehicles

2. Construction Equipment

3. Loading and Unloading Vehicles

4. Domestic Power Tools
ARTICLE 31. PAYROLL RECORDS; LABOR COMPLIANCE
A. Pursuant to Labor Code Section 1776, Contractor and all subcontractors shall maintain weekly certified payroll records, showing the names, addresses, Social Security numbers, work classifications, 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 them in connection with the Work under this Contract. Contractor shall certify under penalty of perjury that records maintained and submitted by Contractor are true and accurate. Contractor shall also require subcontractor(s) to certify weekly payroll records under penalty of perjury.

B. In accordance with Labor Code Section 1771.4, the Contractor and each subcontractor shall furnish the certified payroll records directly to the Department of Industrial Relations (“DIR”) on the specified interval and format prescribed by the DIR, which may include electronic submission. Contractor shall comply with all requirements and regulations from the DIR relating to labor compliance monitoring and enforcement. 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.

C. 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

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Manager. Contractor shall defend, indemnify and hold the Indemnified Parties free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor.

D. The payroll records described herein shall be certified and submitted by the Contractor at a time designated by the Stadium Manager. The Contractor shall also provide the following:

1. A certified copy of the employee’s payroll records shall be made available for inspection or furnished to such employee or his or her authorized r epresentative on request.

2. A certified copy of all payroll records described herein shall be made available for inspection or furnished upon request of the DIR.

E. Unless submitted electronically, the certified payroll records shall be on forms provided by the Division of Labor Standards Enforcement (“DLSE”) of the DIR or shall contain the same information as the forms provided by the DLSE.

F. Any copy of records made available for inspection as copies and furnished upon request to the public or any public agency, the Stadium Manager , the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement shall be marked or obliterated in such a manner as to prevent disclosure of an individual's name, address and social security number. The name and address of the Contractor awarded the Contract or performing the contract shall not be marked or obliterated.

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

H. In the event of noncompliance with the requirements of this Article, the Contractor shall have ten (10) Days in which to comply subsequent to receipt of written notice specifying in what respects the Contractor must comply with this Article. Should noncompliance still be evident after such 10- day period, the Contractor shall pay a penalty of one hundred dollars ($100.00) to the Stadium Manager for each calendar day, or portion thereof, for each worker, until strict compliance is effectuated. Upon the request of the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement, such penalties shall be withheld from progress payment then due.

I. The responsibility for compliance with this Article shall rest upon the Contractor.

ARTICLE 32. PREVAILING RATES OF WAGES
A. The Contractor is aware of the requirements of Labor Code Sections 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 certain “public works” and “mai ntenance”

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projects. Since this Project involves 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.

The Contractor shall obtain a copy of the prevailing rates of per diem wages at the commencement of this Contract from the website of the Division of Labor Statistics and Research of the Department of Industrial Relations located at www.dir.ca.gov. In the alternative, the Contractor may view a copy of the prevailing rate of per diem wages which are on file at the Stadium Manager’s Administration Office and shall be made available to interested parties upon request. Contractor shall make copies of t he prevailing rates of per diem wages for each craft, classification, or type of worker needed to perform work on the Project available to interested parties upon request, and shall post copies at the Contractor’s principal place of business and at the Project site. Contractor shall defend, indemnify and hold the Indemnified Parties free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or allege failure to comply with the Prevailing Wage Laws.

B. The Contractor shall forfeit as a penalty to the Stadium Manager not more than Two Hundred Dollars ($200.00), pursuant to Labor Code Section 1775, for each calendar day, or portion thereof, for each worker paid less than the prevailing wage rate as determined by the Director of the Department of Industrial Relations for such work or craft in which such worker is employed for any public work done under the Contract by it or by any subcontractor under it. The difference between such prevailing wage rate and the amount paid to each worker for each calendar day or portion thereof, for which each worker was paid less than the prevailing wage rate, shall be paid to each worker by the Contractor.

C. Contractor shall post, at appropriate conspicuous points on the Project site, a schedule showing all determined general prevailing wage rates and all authorized deductions, if any, from unpaid wages actually earned.

ARTICLE 33. PUBLIC WORKS CONTRACTOR REGISTRATION
Pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and its subcontractors must be registered with the Department of Industrial Relations prior to the execution of a contract to perform public works. By entering into this Contract, Contractor represents that it is aware of the registration requirement and is currently registered with the DIR. Contractor shall maintain a current registration for the duration of the Project. Contractor shall further include the requirements of Labor Code Sections 1725.5 and 1771.1 in any subcontract and ensure that all subcontractors are registered at the time this Contract is entered into and maintain registration for the duration of the Project. 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.

ARTICLE 34. EMPLOYMENT OF APPRENTICES
A. Contractor and all subcontractors shall comply with the requirements of Labor Code Sections 1777.5 and 1777.6 in the employment of apprentices.

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B. Information relative to apprenticeship standards, wage schedules, and other requirements may be obtained from the Director of Industrial Relations, ex officio the Administrator of Apprenticeship, San Francisco, California, or from the Division of Apprenticeship Standards and its branch offices.

C. Knowing violations of Labor Code Section 1777.5 will result in forfeiture not to exceed one hundred dollars ($100.00) for each calendar day of non -compliance pursuant to Labor Code Section 1777.7.

D. The responsibility for compliance with this Article shall rest upon the Contractor.

ARTICLE 35. NONDISCRIMINATION/EQUAL EMPLOYMENT OPPORTUNITY Pursuant to Labor Code Section 1735 and other applicable provisions of law, the Contractor and its subcontractors shall not discriminate against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, or any other classifications protected by law on this Project. The Contractor will take affirmative action to insure that employees are treated during employment or training without regard to their race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, or any other classifications protected by law.

Employment Eligibility; Contractor . 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. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Contractor. Contractor also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Contract, and shall not violate any such law at any time during the term of the Contract.

Contractor shall avoid any violation of any such law during the term of this Contract by participating in an electronic verification of work authorization program operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Contractor shall maintain records of each such verification, and shall make them available to the Stadium Manager or its representatives for inspection and copy at any time during normal business hours.

The Stadium Manager shall not be responsible for any costs or expenses related to Contractor’s compliance with the requirements provided for or referred to herein.

Employment Eligibility; Subcontractors, Sub-subcont
ractors and Consultants. To the same extent
and under the same conditions as Contractor, Contractor shall require all of its subcontractors, sub-subcontractors and consultants performing any part of the Work or of this Contract to make the same verifications and comply with all requirements and restrictions provided for herein.

Employment Eligibility; Failure to Comply. E ac h person executing this Contract on behalf of Contractor verifies that he or she is a duly authorized officer of Contractor, and understands that any of the following shall be grounds for the Stadium Manager to terminate the Contract for cause:

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(1) failure of Contractor or its subcontractors, sub- subcontractors or consultants to meet any of the requirements provided for herein; (2) any misrepresentation or material omission concerning compliance with such requirements; or (3) failure to immediately remove from the Work any person found not to be in compliance with such requirements.

ARTICLE 36. DEBARMENT OF CONTRACTORS AND SUBCONTRACTORS Contractors or subcontractors may not perform work on a public works project with a subcontractor who is ineligible to perform work on a public project pursuant to Labor Code Section 1777.1 or 1777.7. Any contract on a public works project entered into between a contractor and a debarred subcontractor is void as a matter of law. A debarred subcontractor may not receive any money for performing work as a subcontractor on a public works contract. Any money that is paid, or may have been paid to a debarred subcontractor by a contractor on the project shall be returned to the Stadium Manager. The Contractor shall be responsible for the payment of wages to workers of a debarred subcontractor who has been allowed to work on the project.

ARTICLE 37. LABOR/EMPLOYMENT SAFETY
The Contractor shall comply with all applicable laws and regulations of the federal, state, and local government, including Cal/OSHA requirements and requirements for verification of employees’ legal right to work in the United States.

The Contractor shall maintain emergency first aid treatment for his employees which complies with the Federal Occupational Safety and Health Act of 1970 (29 U.S.C. § 651 et seq.), and California Code of Regulations, Title 8, Industrial Relations Division 1, Department of Industrial Relations, Chapter 4. The Contractor shall ensure the availability of emergency medical services for its employees in accordance with California Code of Regulations, Title 8, Section 1512.

The Contractor shall submit the Illness and Injury Prevention Program and a Project site specific safety program to the Stadium Manager prior to beginning Work at the Project site. Contractor shall maintain a confined space program that meets or exceeds the Stadium Manager Standards.

Contractor shall adhere to the Stadium Manager’s lock out tag out program.

ARTICLE 38. INSURANCE
The Contractor shall obtain, and at all times during performance of the Work of Contract, maintain all of the insurance described in this Article. 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 hereunder. Contractor shall cause each subcontractor to purchase and maintain such required insurance. Contractor is also responsible for assuring that all subcontractors’ insurance policies required herein comply with the additional insured, primary and non-contributory and waiver of subrogation requirements. 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 Article. Failure to provide and maintain all required insurance shall be grounds for the Stadium Manager to terminate this Contract for cause. Contractor shall furnish Stadium Manager with original certificates of insurance and endorsements effective coverage required by this Contract on forms satisfactory to the Stadium Manager. If requested by Stadium Manager, Contractor shall provide Stadium Manager with certificates of insurance and additional insured, primary and non-

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contributory and waiver of subrogation endorsements for the insurance required for all subcontractors. 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 acceptable to the Stadium Manager. All certificates and endorsements must be received and approved by the Stadium Manager before Work commences.

A. Additional Insureds; Waiver of Subrogation . The Stadium Manager, its officials, officers, employees, agents and authorized volunteers shall be named as Additional Insureds on Contractor’s All Risk policy and on Contractor’s and its subcontractors’ policies of Commercial General Liability and Automobile Liability insurance using, for Contractor’s policy/ies of Commercial General Liability insurance, ISO CG forms 20 10 07 04 and 20 37 07 04 (or endorsements providing the exact same coverage, including completed operations), and, for subcontractors’ policies of Commercial General Liability insurance, ISO CG form 20 38 (or endorsements providing the exact same coverage). The Santa Clara Stadium Authority, the City of Santa Clara, their affiliates, and each of their respective officers, directors, managers, me mbers, partners, owners, employees, agents and authorized volunteers shall be named as additional insureds on Contractor’s and its subcontractors’ policy/ies of Automobile Liability insurance and Commercial General Liability insurance. Notwithstanding the minimum limits set forth in this Contract for any type of insurance coverage, all available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as Additional Insureds herein.

Contractor and its insurance carriers shall provide a Waiver of Subrogation in favor of all additional insured parties noted above.

B. Workers’ Compensation Insurance. The Contractor shall provide workers’ compensation insurance for all of the employees engaged in Work under this Contract, on or at the Site, and, in case of any sublet Work, the Contractor shall require the subcontractor similarly to provide workers’ compensation insurance for all the latter’s employees as prescribed by State law. Any class of employee or employees not covered by a subcontractor’s insurance shall be covered by the Contractor’s insurance. In case any class of employees engaged in work under this Contract, on or at the Site, is not protected under the Workers’ Compensation Statutes, the Contractor shall provide or shall cause a subcontractor to provide, adequate insurance coverage for the protection of such employees not otherwise protected. The Contractor is required to secure payment of compensation to his employees in accordance with the provisions of Section 3700 of the Labor Code. The Contractor shall file with the Stadium Manager certificates of his insurance protecting workers. Company or companies providing insurance coverage shall be acceptable to the Stadium Manager, if in the form and coverage as set forth in the Contract Documents.

C. Employer’s Liability Insurance. Contractor shall provide Employer’s Liability Insurance, including Occupational Disease, in the amount of at least one million dollars ($1,000,000.00) per person per accident. Contractor shall provide Stadium Manager with a certificate of Employer’s Liability Insurance. Such insurance shall comply with the provisions of the Contract Documents. The policy shall be endorsed, if applicable, to provide a Borrowed Servant/Alternate Employer Endorsement and contain a Waiver of Subrogation in favor of the Stadium Manager.

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D. Commercial General Liability Insurance . Contractor shall provide “occurrence” form Commercial General Liability insurance coverage at least as broad as the most current ISO CGL Form 00 01, including but not limited to, premises liability, contractual liability, products/completed operations, personal and advertising injury which may arise from or out of Contractor’s operations, use, and management of the Site, or the performance of its obligations hereunder. The policy shall not contain any exclusion contrary to this Contract including but not limited to endorsements or provisions limiting coverage for (1) contractual liability (including but not limited to ISO CG 24 26 or 21 39); or (2) cross-liability for claims or suits against one insured against another. Policy limits shall not be less than $3,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. Defense costs shall be paid in addition to the limits.

1. Such policy shall comply with all the requirements of this Article. The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Contractor from liability in excess of such coverage, nor shall it limit Contractor’s indemnification obligations to the Stadium Manager, and shall not preclude the Stadium Manager from taking such other actions available to the Stadium Manager under other provisions of the Contract Documents or law. The insurance requirements set forth in minimum amounts 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 provisions of the Contract Documents. To the extent Contractor maintains insurance greater than these minimum requirements, Contractor agrees that such insurance shall be applicable to any of Contractor’s liability obligations under the Contract Documents.

2. All general liability policies provided pursuant to the provisions of this Article shall comply with the provisions of the Contract Documents.

3. All general liability policies shall be written to apply to all bodily injury, including death, property damage, personal injury, owned and non- owned equipment, blanket contractual liability, completed operations liability, explosion, collapse, under-ground excavation, removal of lateral support, and other covered loss, however occasioned, occurring during the policy term, and shall specifically insure the performance by Contractor of that part of the indemnification contained in these General Conditions relating to liability for injury to or death of persons and damage to property.

4. If the coverage contains one or more aggregate limits, a minimum of 50% of any such aggregate limit must remain available at all times; if over 50% of any aggregate limit has been paid or reserved, the Stadium Manager may require additional coverage to be purchased by Contractor to restore the required limits.

Contractor may combine primary, umbrella, and as broad as possible excess liability coverage to achieve the total limits indicated above. Any umbrella or excess liability policy shall include the additional insured endorsement described

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in the Contract Documents and shall be at least as broad as the primary coverage it supplements.

5. All policies of general liability insurance shall permit and Contractor does hereby waive any right of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss.

E. Automobile Liability Insurance. Contractor shall provide “occurrence” for m Automobile Liability Insurance at least as broad as ISO CA 00 01 (Any Auto) in the amount of, at least, one million dollars ($1,000,000) per accident for bodily injury and property damage. Such insurance shall provide coverage 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, in a form and with insurance companies acceptable to the Stadium Manager. All policies of automobile insurance shall permit and Contractor does hereby waive any right of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss.

F. Contractor’s Equipment Insurance . Contractor shall provide Contractor’s 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.

ARTICLE 39. FORM AND PROOF OF CARRIAGE OF INSURANCE
A. Any insurance carrier providing insurance coverage required by the Contract Documents shall be admitted to and authorized to do business in the State of California unless waived, in writing, by the Stadium Manager’s Risk Manager. Carrier(s) shall have an A.M. Best rating of not less than an A:VII. Insurance deductibles or self - insured retentions must be declared by the Contractor. At the election of the Stadium Manager the Contractor shall either 1) reduce or eliminate such deductibles or self - insured retentions, or 2) procure a bond which guarantees payment of losses and related investigations, claims administration, and defense costs and expenses. If umbrella or excess liability coverage is used to meet any required limit(s) specified herein, the Contractor shall provide a “follow form” endorsement satisfactory to the Stadium Manager indicating that such coverage is subject to the same terms and conditions as the underlying liability policy.

B. Each insurance policy required by this Contract shall be endorsed to state that: (1) coverage shall not be suspended, voided, reduced or cancelled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the Stadium Manager; and (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the Stadium Manager, its officials, officers, agents, employees, and volunteers.

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C. The Certificates(s) and policies of insurance shall contain or shall be endorsed to contain the covenant of the insurance carrier(s) that it shall provide no less than thirty (30) days written notice be given to the Stadium Manager prior to any materi al modification or cancellation of such insurance. In the event of a material modification or cancellation of coverage, the Stadium Manager may terminate the Contract or stop the Work in accordance with the Contract Documents, unless the Stadium Manager receives, prior to such effective date, another properly executed original Certificate of Insurance and original copies of endorsements or certified original policies, including all endorsements and attachments thereto evidencing coverage’s set forth herein and the insurance required herein is in full force and effect. Contractor shall not take possession, or use the Site, or commence operations under this Contract until the Stadium Manager has been furnished original Certificate(s) of Insurance and certified original copies of endorsements or policies of insurance including all endorsements and any and all other attachments as required in this Article. The original endorsements for each policy and the Certificate of Insurance shall be signed by an individual authorized by the insurance carrier to do so on its behalf.

D. The Certificate(s) of Insurance, policies and endorsements shall so covenant and shall be construed as primary, and the Stadium Manager’s insurance and/or deductibles and/or self -insured retentions or self -insured programs shall not be construed as contributory.

E. Stadium Manager reserves the right to adjust the monetary limits of insurance coverages during the term of this Contract including any extension thereof if, in the Stadium Manager’s reasonable judgment, the amount or type of insurance carried by the Contractor becomes inadequate.

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

ARTICLE 40. TIME FOR COMPLETION AND LIQUIDATED DAMAGES
A. Time for Completion/Liquidated Damages. Time is of the essence in the completion of the Work. Work shall be commenced within fourteen (14) calendar days of the date stated in the Stadium Manager ’s Notice to Proceed and shall be completed by Contractor in the time specified in the Contract Documents. The Stadium Manager is under no obligation to consider early completion of the Project; and the Contract completion date shall not be amended by the Stadium Manager’s receipt or acceptance of the Contractor’s proposed earlier completion date. Furthermore, Contractor shall not, under any circumstances, receive additional compensation from the Stadium Manager (including but not limited to indirect, general, administrative or other forms of overhead costs) for the period between the time of earlier completion proposed by the Contractor and the Contract completion date. If the Work is not completed as stated in the Contract Documents, it is understood that the Stadium Manager will suffer damage. In accordance with Government Code Section 53069.85, being impractical and infeasible to determine the amount of actual damage, it is agreed that Contractor shall pay to the Stadium Manager as fixed and liquidated damages, and not as a penalty, the sum stipulated in the Contract for each calendar day of delay

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until the Work is fully completed. Contractor and its surety shall be liable for any liquidated damages. Any money due or to become due the Contractor may be retained to cover liquidated damages.

B. Inclement Weather. Contractor shall abide by the Stadium Manager's Representative’s determination of what constitutes inclement weather. Time extensions for inclement weather shall only be granted when the Work stopped during inclement weather is on the critical path of the Project schedule.

C. Extension of Time. Contractor shall not be charged liquidated damages because of any delays in completion of the Work due to unforeseeable causes beyond the control and without the fault or negligence of Contractor (or its subcontractors or suppliers).

Contractor shall within five (5) Days of identifying any such delay notify the Stadium Manager in writing of causes of delay. The Stadium Manager shall ascertain the facts and extent of delay and grant extension of time for completing the Work when, in its judgment, the facts justify such an extension. Time extensions to the Project shall be requested by the Contractor as they occur and without delay. No delay claims shall be permitted unless the event or occurrence delays the completion of the Project beyond the Contract completion date.

D. No Damages for Reasonable Delay. The Stadium Manager’s liability to Contractor for delays for which the Stadium Manager is responsible shall be limited to only an extension of time unless such delays were unreasonable under the circumstances. In no case shall the Stadium Manager be liable for any costs which are borne by the Contractor in the regular course of business, including, but not limited to, home office overhead and other ongoing costs. Damages caused by unreasonable Stadium Manager delay, including delays caused by items that are the responsibility of the Stadium Manager pursuant to Government Code Section 4215, shall be based on actual costs only, no proportions or formulas shall be used to calculate any delay damages.

ARTICLE 41. COST BREAKDOWN AND PERIODIC ESTIMATES
Contractor shall furnish on forms Approved by the Stadium Manager:

A. Within ten (10) Days of Notice to Proceed with the Contract, a detailed estimate giving a complete breakdown of the Contract price, if the Contract amount is a lump sum.

B. A monthly itemized estimate of Work done for the purpose of making progress payments. In order for the Stadium Manager to consider and evaluate each progress payment application, the Contractor shall submit a detailed measurement of Work performed and a progress estimate of the value thereof before the tenth (10th) Day of the following month.

C. Contractor shall submit, with each of its payment requests, an adjusted list of actual quantities, verified by the Stadium Manager’s Representative, for unit price items listed, if any, in the Bid Form.

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D. Following the Stadium Manager’s Acceptance of the Work, the Contractor shall submit to the Stadium Manager a written statement of the final quantities of unit price items for inclusion in the final payment request.

E. The Stadium Manager shall have the right to adjust any estimate of quantity and to subsequently correct any error made in any estimate for payment.

Contractor shall certify under penalty of perjury, that all cost breakdowns and periodic estimates accurately reflect the Work on the Project.

ARTICLE 42. PROGRESS ESTIMATES AND PAYMENT
A. By the tenth (10th) Day of the following calendar month, Contractor shall submit to Stadium Manager’s Representative a payment request which shall set forth in detail the value of the Work done for the period beginning with the date work was first commenced and ending on the end of the calendar month for which the payment request is prepared. Contractor shall include any amount earned for authorized extra work. From the total thus computed, a deduction shall be made in the amount of five percent (5%) for retention, except where the Stadium Manager has adopted a finding that the Work done under the Contract is substantially complex, and then the amount withheld as retention shall be the percentage specified in the Notice Inviting Bids.

From the remainder a further deduction may be made in accordance with Section B below. The amount computed, less the amount withheld for retention and any amounts withheld as set forth below, shall be the amount of the Contractor’s payment request.

B. The Stadium Manager may withhold a sufficient amount or amounts of any payment or payments otherwise due to Contractor, as in his judgment may be necessary to cover:

1. Payments which may be past due and payable for just claims against Contractor or any subcontractors for labor or materials furnished in and about the performance of work on the Project under this Contract.

2. Defective work not remedied.

3. Failure of Contractor to make proper payments to his subcontractor or for material or labor.

4. Completion of the Contract if there is a reasonable doubt that the Work can be completed for balance then unpaid.

5. Damage to another contractor or a third party.

6. Amounts which may be due the Stadium Manager for claims against Contractor.

7. Failure of Contractor to keep the record (“as-built”) drawings up to date.

8. Failure to provide update on construction schedule as required herein.

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9. Failure to comply with and timely submit all necessary prevailing wage compliance documentation as required under the Contract Documents.

10. Site cleanup.

11. Failure to comply with Contract Documents.

12. Liquidated damages.

13. Legally permitted penalties.

C. The Stadium Manager may apply such withheld amount or amounts to payment of such claims or obligations at its discretion with the exception of subsections (B)(1), (3), and (5) of this Article, which must be retained or applied in accordance with applicable law. In so doing, the Stadium Manager shall be deemed the agent of Contractor and any payment so made by the Stadium Manager shall be considered as a payment made under contract by the Stadium Manager to Contractor and the Stadium Manager shall not be liable to Contractor for such payments made in good faith. Such payments may be made without prior judicial determination of claim or obligations. The Stadium Manager will render Contractor a proper accounting of such funds disbursed on behalf of Contractor.

D. Upon receipt, the Stadium Manager’s Representative shall review the payment request to determine whether it is undisputed and suitable for payment. If the payment request is determined to be unsuitable for payment, it shall be returned to Contractor as soon as practicable but not later than seven (7) Days after receipt, accompanied by a document setting forth in writing the reasons why the payment request is not proper. The Stadium Manager shall make the progress payment within 30 calendar days after the receipt of an undisputed and properly submitted payment request from Contractor, provided that a release of liens and claims has been received from the Contractor pursuant to Civil Code Section 8132. The number of days available to the Stadium Manager to make a payment without incurring interest pursuant to this paragraph shall be reduced by the number of days by which the Stadium Manager’s Representative exceeds the seven (7) Day requirement.

E. A payment request shall be considered properly executed if funds are available for payment of the payment request and payment is not delayed due to an audit inquiry by the financial officer of the Stadium Manager.

ARTICLE 43. SECURITIES FOR MONEY WITHHELD
Pursuant to Section 22300 of the Public Contract Code of the State of California, Contractor may request the Stadium Manager to make retention payments directly to an escrow agent or may substitute securities for any money 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 as the escrow agent who shall return such securities to Contractor upon satisfactory completion of the contract. Deposit of securities with an escrow agent shall be subject to a written agreement substantially in the form provided in Section 22300 of the Public Contract Code.

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ARTICLE 44. CHANGES AND EXTRA WORK.

A. Contract Change Orders.

1. The Stadium Manager, without invalidating the Contract, may order changes in the Work consisting of additions, deletions or other revisions, and the Contract Price and Contract Time shall be adjusted accordingly. Except as otherwise provided herein, all such changes in the Work shall be authorized by Change Order, and shall be performed under the applicable conditions of the Contract Documents. A Change Order signed by the Contractor indicates the Contractor's agreement therewith, including any adjustment in the Contract Price or the Contract Time, and the full and final settlement of all costs (direct, indirect and overhead) related to the Work authorized by the Change Order.

2. Contractor shall promptly execute changes in the Work as directed in writing by the Stadium Manager even when the parties have not reached agreement on whether the change increases the scope of Work or affects the Contract Price or Contract Time. All claims for additional compensation to the Contractor shall be presented in writing. No claim will be considered after the Work in question has been done unless a written Change Order has been issued or a timely written notice of claim has been made by Contractor.

3. Whenever any change is made as provided for herein, such change shall be considered and treated as though originally included in the Contract, and shall be subject to all terms, conditions, and provisions of the original Contract.

4. Contractor shall not be entitled to claim or bring suit for damages, whether for loss of profits or otherwise, on account of any decrease or omission of any item or portion of Work to be done.

5. No dispute, disagreement, or failure of the parties to reach agreement on the terms of the Change Order shall relieve the Contractor from the obligation to proceed with performance of the work, including Additional Work, promptly and expeditiously.

6. Contractor shall make available to the Stadium Manager any of the Contractor’s documents related to the Project immediately upon request of the Stadium Manager, as set forth in Article 52.

7. Any alterations, extensions of time, Additional Work, or any other changes may be made without securing consent of the Contractor’s surety or sureties.

B. Contract Price Change.

1. Process for Determining Adjustments in Contract Price. a. Owner Initiated Change. The Contractor must submit a complete cost proposal, including any change in the Contract Price or Contract Time, within seven (7) Days after receipt of a scope of a proposed change order initiated by

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the Stadium Manager, unless the Stadium Manager requests that proposals be submitted in less than seven (7) Days.
b. Contractor Initiated Change. The Contractor must give written notice of a proposed change order required for compliance with the Contract Documents within seven (7) Days of discovery of the facts giving rise to the proposed change order.
c. Whenever possible, any changes to the Contract amount shall be in a lump s
um mutually agreed to by the Contractor and the Stadium Manager. d. Price quotations from the Contractor shall be accompanied by sufficiently detailed supporting documentation to permit verification by the Stadium Manager, including but not limited to estimates and quotations from subcontractors or material suppliers, as the Stadium Manager may reasonably request. Contractor shall certify the accuracy of all Change Order Requests under penalty of perjury.
e. If the Contractor fails to submit a complete cost proposal within the seven (7) Day period (or as requested), the Stadium Manager has the right to order the Contractor in writing to commence the Work immediately on a time and materials basis and/or issue a lump sum change to the Contract Price and/or Contract Time in accordance with the Stadium Manager ’s estimate. If the change is issued based on the Stadium Manager's estimate, the Contractor will waive its right to dispute the action unless within fifteen (15) Days following completion of the added/deleted work, the Contractor presents written proof that the Stadium Manager’s estimate was in error.

2. Unit Price Change Orders.

a. When the actual quantity of a Unit Price item varies from the Bid Form, compensation for the change in quantity will be calculated by multiplying the actual quantity by the Unit Price. This calculation may result in either an additive or deductive Final Change Order pursuant to the Contract Documents. b. No Mark up for Overhead and Profit. Because the Contract Unit Prices provided in the Bid Form include Overhead and Profit as determined by Contractor at the time of Bid submission, no mark up or deduction for Overhead and Profit will be included in Unit Price Change Orders. c. Bid items included on the Bid Form may be deducted from the Work in their ent
irety without any negotiated extra costs.
d. Contractor acknowledges that unit quantities are estimates and agrees that the estimated unit quantities listed on the Bid Form will be adjusted to reflect the actual unit quantities which may result in an adjustment to the Contract Unit Prices. Such an adjustment will be made by execution of a final additive or deductive Change Order following Contractor’s completion of the Work. Upon notification, Contractor’s failure to respond within seven (7) Days will result in

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Stadium Manager’s issuance of a unit quantity adjustment to the Contract Unit Prices and/or Contract Time in accordance with the Contract Documents. e. The Stadium Manager or Contractor may make a Claim for an adjustment in the Unit Price in accordance with the Contract Documents if:
i. the quantity of any item of Unit Price Work performed by Contractor differs by twenty-five percent (25%) or more from the estimated quantity of such item indicated in the Contract; and
ii. there is no corresponding adjustment with respect to any other item of Work; and
iii. Contractor believes that Contractor is entitled to an increase in Unit Price as a result of having incurred additional expense or the Stadium Manager believes that the Stadium Manager is entitled to a decrease in Unit Price and the parties are unable to agree as to the amount of any such increase or decrease..

3. Contractor shall incorporate the provisions of this Section into all agreements with Subcontractors. Compensation for Lump Sum Change Orders shall be limited to expenditures necessitated specifically by the Additional Work, and shall be according to the following:
a. Overview.

The Contractor will submit a properly itemized Lump Sum Change Order Proposal covering the Additional Work and/or the work to be deleted.

This proposal will be itemized for the various components of the Additional Work and segregated by labor, material, and equipment in a detailed format satisfactory to the Stadium Manager. The Stadium Manager will require itemized change orders on all change order proposals from the Contractor, subcontractors, and sub- subcontractors regardless of tier. Details to be submitted will include detailed line item estimates showing detailed materials quantity take- offs, material prices by item and related labor hour pricing information and extensions (by line item or by drawing as applicable). b. Labor. The costs of labor will be the actual cost for wages prevailing locally for each craft or type of worker at the time the Additional Work is done, plus employer payments of payroll taxes and insurance, health and welfare, pension, vacation, apprenticeship funds, and other direct costs resulting from Federal, State or local laws, as well as assessment or benefits required by lawful collective bargaining agreements. The use of a labor classification which would increase the Additional Work cost will not be permitted unless the Contractor establishes the necessity for such new classifications. Labor costs for equipment operators and helpers shall be reported only when such costs are not included in the invoice for equipment rental.

Estimated labor hours must only include hours for those workmen and working for
emen directly involved in performing the change order work. Supervision above the level of working foremen (such as general foremen, superintendent,

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project manager, etc.) is considered to be included in the markup percentages as outlined below. Note that no separate allowances for warranty expense will be allowed as a direct cost of a change order. Costs attributed to warranty expenses will be considered to be covered by the markup. c. Labor Burden. Labor burden allowable in change orders shall be defined as employer's net actual cost of payroll taxes (FICA, Medicare, SUTA, FUTA), net actual cost for employer's cost of union benefits (or other usual and customary fringe benefits if the employees are not union employees), and net actual cost to employer for worker's compensation insurance taking into consideration adjustments for experience modifiers, premium discounts, dividends, rebates, expense constants, assigned risk pool costs, net cost reductions due to policies with deduct ibles for self -insured losses, assigned risk rebates, etc.

Contractor shall reduce their standard payroll tax percentages to properly reflect the effective cost reduction due to the estimated impact of the annual maximum wages subject to payroll taxes. An estimated percentage for labor burden may be used for pricing change orders. However, the percentage used for labor burden to price change orders will be examined at the conclusion of the Project and an adjustment to the approved change orders will be processed if it is determined that the actual labor burden percentage should have been more or less than the estimated percentage used.
d. Materials.

The cost of materials reported shall be at invoice or lowest current price at which such materials are locally available in the quantities involved, plus sales tax, freight, and delivery. Materials costs shall be based upon supplier or manufacturer’s invoice. If invoices or other satisfactory evidence of cost are not furnished within fifteen (15) Days of delivery, then the Stadium Manager shall determine the materials cost, at its sole discretion. Estimated material change order costs shall reflect the Contractor's reasonably anticipated net actual cost for the purchase of the material needed for the change order work. Estimated material costs shall reflect cost reductions available to the Contractor due to “non- cash” discounts, trade discounts, free material credits, and/or volume rebates. “Cash” discounts (i.e., prompt payment discounts of 2% or less) available on material purchased for change order work shall be credited to the Stadium Manager if the Contractor is provided the Stadium Manager funds in time for Contractor to take advantage of any such “cash” discounts. The portion of any “cash” discounts greater than 2% will not be considered “non- cash” discount for purposes of this provision.

Price quotations from material suppliers must be itemized with unit prices for each specific item to be purchased. "Lot pricing" quotations will not be considered sufficient substantiating detail.
e. Tool and Equipment Use. Costs for the use of small tools, which are tools that have a replacement value of $1,000 or less, shall be considered included in the Overhead and Profit mark-ups established below. Allowable change order estimated costs may include appropriate amounts for rental of major equipment specifically needed to perform the change order work (defined as tools and equipment with an individual purchase cost of more than $750). For Contractor owned equipment, the "bare" equipment rental rates allowed to be

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used for pricing change order proposals shall be 75% of the monthly rate listed in the most current publication of The AED Green Book divided by 176 to arrive at a maximum hourly rate to be applied to the hours the equipment is used performing the change order work. Further, for Contractor owned equipment, the aggregate equipment rent charges for any single piece of equipment used in all change order work shall be limited to 50% of the fair market value of the piece of equipment when the first change order is priced involving usage of the piece of equipment. Fuel necessary to operate the equipment will be considered as a separate direct cost associated with the change order work. f. Maximum Markup Percentage Allowable on Self -P
erformed Work . With
respect to pricing change orders, the maximum markup percentage to be paid to any Contractor or subcontractor (regardless of tier) on self -performed work shall be a single markup percentage not-to-exceed fifteen percent (15%) of the net direct cost of (1) direct labor and allowable labor burden costs applicable to the change in the Work; (2) the net cost of material and installed equipment incorporated into the change in the Work, and (3) net rental cost of major equipment and related fuel costs necessary to complete the change in the Work.
g. Maximum Markup Percentages Allowable on Work Performed by Lower Tier Subcontractors. With respect to pricing the portion of change order proposals involving Work performed by lower ti er contractors, the maximum markup percentage allowable to the Contractor or subcontractor supervising the lower tier subcontractor's work shall not exceed five percent (5%) of the net of all approved change order work performed by all subcontractors combined for any particular change order proposal.
h. No Markup on Bonds and Liability Insurance Costs .

Change order cost
adjustments due to increases or decreases in bond or insurance costs (if applicable) shall not be subject to any markup.
i. Direct and Indirect Costs Covered by Markup Percentages .

As a further
clarification, the agreed upon markup percentage set forth above is intended to cover the Contractor's profit and all indirect costs associated with the change order work. Items intended to be covered by the markup percentage include, but are not limited to: home office expenses, branch office and field office overhead expense of any kind, project management, superintendents, general foremen, estimating, engineering, coordinating, expediting, purchasing, detailing, legal, accounting, data processing or other administrative expenses, shop drawings, permits, auto insurance and umbrella insurance, pick-up truck costs, and warranty expense costs. The cost for the use of small tools is also to be considered covered by the markup percentage established above. Small tools shall be defined as tools and equipment (power or non- power) with an individual purchase cost of less than $750.
j. Deduct Change Orders and Net Deduct Changes. The application of the markup percentages referenced above will apply to both additive and deductive change orders. In the case of a deductive change order, the credit

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will be computed by applying the sliding scale percentages as outlined above so that a deductive change order would be computed in the same manner as an additive change order. In those instances where a change involves both additive and deductive work, the additions and deductions will be netted and the markup percentage adjustments will be applied to the net amount. k. Contingency. In no event will any lump sum or percentage amounts for "contingency" be allowed to be added as a separate line item in change order estimates. Unknowns attributable to labor hours will be accounted for when estimating labor hours anticipated performing the work. Unknowns attributable to material scrap and waste will be estimated as part of material costs. l. Insurance and Bonds.

In the event the Contractor has been required to furnish insurance and/or bonds as part of the base contract price, a final contract change order will be processed to account for the Contractor's net increase or decrease in insurance costs and/or bond premium costs associated with change orders to Contractor's base Contract Price.

4. Time and Materials Change Orders.
a. General. The term Time and Materials means the sum of all costs reasonably and necessarily incurred and paid by Contractor for labor, materials, and equipment in the proper performance of Additional Work. Except as otherwise may be agreed to in writing by the Stadium Manager, such costs shall be in amounts no higher than those prevailing in the locality of the Project, and shall include only the following items.
b. Timely and Final Documentation.
i. T&M Daily Sheets. Contractor must submit timesheets, materials invoices, records of equipment hours, and records of rental equipment hours to the Stadium Manager’s Representative for an approval signature each day Additional Work is performed. Failure to get the Stadium Manager ’s Representative’s approval signature each Day shall result in a waiver of Contractor’s right to claim these costs. The Stadium Manager ’s Representative’s signature on time sheets only serves as verification that the Work was performed and is not indicative of Stadium Manager ’s agreement to Contractor’s entitlement to the cost.
ii. T&M Daily Summary Sheets. All documentation of incurred costs (“T&M Daily Summary Sheets”) shall be submitted by Contractor within three (3) Days of incurring the cost for labor, material, equipment, and special services as Additional Work is performed. Contractor’s actual costs shall be presented in a summary table in an electronic spreadsheet file by labor, material, equipment, and special services. Each T&M Daily Summary Sheet shall include Contractor’s actual costs incurred for the Additional Work performed that day and a cumulative total of Contractor’s actual costs incurred for the Additional Work. Contractor’s failure to provide a T&M Daily Summary Sheet showing a total cost summary within three (3) Days

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but within five (5) Days of performance of the Work will result in the Contractor’s otherwise allowable overhead and profit being reduced by 50% for that portion of Additional Work which was not documented in a timely manner. Contractor’s failure to submit the T&M Daily Summary Sheet within five (5) Days of performance of the Work will result in a total waiver of Contractor’s right to claim these costs.
iii. T&M Total Cost Summary Sheet. Contractor shall submit a T&M Total Cost Summary Sheet, which shall include total actual costs, within seven (7) Days following completion of Stadium Manager approved Additional Work.

Contractor’s total actual cost shall be presented in a summary table in an electronic spreadsheet file by labor, material, equipment, and special services. Contractor’s failure to submit the T&M Total Cost Summary Sheet within seven (7) Days of completion of the Additional Work will result in Contractor’s waiver for any reimbursement of any costs associated with the T&M Summary Sheets or the performance of the Additional Work. c. Labor. The
Contractor will be paid the cost of labor for the workers used in the actual and direct performance of the Work. The cost of labor will be the sum of the actual wages paid (which shall include any employer payments to or on behalf of the workers for health and welfare, pension, vacation, and similar purposes) substantiated by timesheets and certified payroll for wages prevailing for each craft or type of workers performing the Additional Work at the time the Additional Work is done, and the labor surcharge set forth in the Department of Transportation publication entitled Labor Surcharge and Equipment Rental Rates, which is in effect on the date upon which the Work is accomplished and which is a part of the Contract. The labor surcharge shall constitute full compensation for all payments imposed by Federal, State, or local laws and for all other payments made to, or on behalf of, the workers, other than actual wages.
i. Equipment Operator Exception. Labor costs for equipment operators and helpers shall be paid only when such costs are not included in the invoice for equipment rental.
ii. Foreman Exception. The labor costs for foremen shall be proportioned to all of their assigned work and only that applicable to the Additional Work shall be paid. Indirect labor costs, including, without limitation, the superintendent, project manager, and other labor identified in the Contract Documents will be considered Overhead.
d. Materials.

The cost of materials reported shall be itemized at invoice or lowest current price at which materials are locally available and delivered to the Project site in the quantities involved, plus the cost of sales tax, freight, delivery, and storage.
i. Trade discounts available to the purchaser shall be credit ed to the Stadium
Manager notwithstanding the fact that such discounts may not have been taken by Contractor.

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ii. For materials secured by other than a direct purchase and direct billing to the purchaser, the cost shall be deemed to be the price paid to the actual supplier as determined by the Stadium Manager’s Representative. iii. Payment for materials from sources owned wholly or in part by the purchaser shall not exceed the price paid by the purchaser for similar materials from said sources on Additional Work items or the current wholesale price for such materials delivered to the Project site, whichever price is lower.
iv. If, in the opinion of the Stadium Manager’s Representative, the cost of materials is excessive, or Contractor does not furnish satisfactory evidence of the cost of such materials, then the cost shall be deemed to be the lowest current wholesale price for t he total quantity concerned delivered to the Project site less trade discounts.
v. The Stadium Manager reserves the right to furnish materials for the Additional Work and no Claim shall be allowed by Contractor for costs of such materials or Indirect Costs or profit on Stadium Manager furnished materials.
e. Equipment.

i. Rental Time. The rental time to be paid for equipment on the Project site shall be the time the equipment is in productive operation on the Additional Work being performed and, in addition, shall include the time required to move the equipment to the location of the Additional Work and return i t to the original location or to another location requiring no more time than that required to return it to its original location; except that moving time will not be paid if the equipment is used on other than the Additional Work, even though located at the site of the Additional Work.
(a) Rental Time Not Allowed. Rental time will not be allowed while equipment is inoperative due to breakdowns.
(b) Computation Method. The following shall be used in computing the rental time of equipment on the Project site.
(i) When hou rly rates are paid, any part of an hour less than 30 minutes of operation shall be considered to be 1/2- hour of operation, and any part of an hour in excess of 30 minutes will be considered one hour of operation.
(ii) When daily rates are paid, any part of a day less than 4 hours operation shall be considered to be 1/2- day of operation, and any part of an hour in excess of 4 hours will be considered one day of operation.

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ii. Rental Rates. Contractor will be paid for the use of equipment at the lesser of (i) the actual rental rate, or (ii) the rental rate listed for that equipment in the California Department of Transportation publication entitled Labor Surcharge and Equipment Rental Rates, which is in effect on the date upon which the Contract was executed. Such rental rates will be used to compute payments for equipment whether the equipment is under Contractor’s control through direct ownership, leasing, renting, or another method of acquisition. The rental rate to be applied for use of each item of equipment shall be the rate (i.e., daily, monthly) resulting in the least total cost to the Stadium Manager for the total period of use. If it is deemed necessary by Contractor to use equipment not listed in the publication, an equitable rental rate for the equipment will be established by the Stadium Manager’s Representative. Contractor may furnish cost data which might assist the Stadium Manager’s Representative in the establishment of the rental rate.
iii. Contractor-Ow
ned Equipment.
(a) For Contractor-owned equipment, the allowed equipment rental rate will be limited to the monthly equipment rental rate using a utilization rate of 173 hours per month.
(b) For Contractor-owned equipment, the rental time to be paid for equipment on the Site shall be the time the equipment is in productive operation, unless, in the instance of standby time, the equipment could be actively used by Contractor on another project, then Stadium Manager shall pay for the entirety of the time the equipment is on Site.

It s hall be Contractor’s burden to demonstrate to the Stadium Manager that the equipment could be actively used on another project.
iv. All equipment shall, in the opinion of the Stadium Manager ’s Representative, be in good working condition and suitable for the purpose for which the equipment is to be used.
v. Before construction equipment is used on the Additional Work, Contractor shall plainly stencil or stamp an identifying number thereon at a conspicuous location, and shall furnish to the Stadium Manager ’s Representative, in duplicate, a description of the equipment and its identifying number and the scheduled Additional Work activities planned. vi. Unless otherwise specified, manufacturer’s rating and manufacturer approved modifications shall be used to classify equi pment for the determination of applicable rental rates. Equipment which has no direct power unit shall be powered by a unit of at least the minimum rating recommended by the manufacturer.
f. Special Services. Special work or services are defined as that Additional Work characterized by extraordinary complexity, sophistication, or innovation or a

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combination of the foregoing attributes which are unique to the construction industry.
i. Invoices for Special Servic es. When the Stadium Manager ’s Representative and Contractor determine that a special service is required which cannot be performed by the forces of Contractor or those of any of its Subcontractors, the special service may be performed by an entity especially skilled in the Additional Work. Invoices for special services based upon the current fair market value thereof may be accepted without complete itemization of labor, material, and equipment rental costs, after validation of market values by the Stadium Manager’s Representative. ii. Discount and Allowance. All invoices for special services will be adjusted by deducting all trade discounts offered or available, whether the discounts were taken or not. In lieu of Overhead and Profit specified herein, a total allowance not to exceed fifteen percent (15%) for Overhead and Profit will be added to invoices for Special Services.
iii. When the S
tadium Manager determines, in its sole discretion, that competitive bidding is necessary for certain special services, Contractor shall solicit competitive bids for those special services. g. Excluded Costs. The term Time and Material shall not include any of the following costs or any other home or field office overhead costs, all of which are to be considered administrative costs covered by Contractor’s allowance for Overhead and Profit.
i. Overhead Cost. Payroll costs and other compensation of Contractor’s officers, executives, principals, general managers, engineers, architects, estimators, attorneys, auditors, accountants, purchasing and contracting agents, timekeepers, clerks, and other personnel employed by Contractor whether at the Site or in Contractor’s principal office or any branch office, material yard, or shop for general administration of the Additional Work; ii. Office Expenses. E
xpenses of Contractor’s principal and branch offices;
iii. Capital Expenses. Any part of Contractor’s capital expenses, including interest on Contractor’s capital employed for the Additional Work and charges against Contractor for delinquent payments;
iv. Negligence. Costs due to the negligence of Contractor or any Subcontractor or Supplier, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, including without limitation the correction of Defective Work, disposal of materials or equipment wrongly supplied, and making good any damage to property; v. Other.

Other overhead or general expense costs of any kind and the cost of any item not specifically and expressly included in the Contract Documents;

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vi. Small Tools. Cost of small tools valued at less than $1,000 and that remain the property of Contractor;
vii. Administrative Costs. Costs associated with the preparation of Change Orders (whether or not ultimately authorized), cost estimates, or the preparation or filing of Claims;
viii. Anticipated Lost Profits . Expenses of C ontractor associated with anticipated lost profits or lost revenues, lost income or earnings, lost interest on earnings, or unpaid retention;
ix. Home Office Overhead. Cos
ts derived from the computation of a “home
office overhead” rate by application of the Eichleay, Allegheny , burden fluctuation, or other similar methods;
x. Special Consultants and Attorneys . Costs of special consultants or attorneys, whether or not in the direct employ of Contractor, employed for services specifically related to the resolution of a Claim, dispute, or other matter arising out of or relating to the performance of the Additional Work. h. Overhead, Profit and Other Charges . The mark-up for overhead (including supervision) and profit on work added to the Contract shall be according to the following:
i. “Net Cost” i s defined as consisting of costs of labor, materials , and tools and equipment only excluding overhead and profit. The costs of applicable insurance and bond premium will be reimbursed to the Contractor and subcontractors at cost only, without mark -up. Contractor shall provide Stadium Manager with documentation of the costs, including, but not limited to, payroll records, invoices, and such other information as Stadium Manager may reasonably request.
ii. For Work performed by the Contractor’s forces, the added cost for overhead and profit shall not exceed fifteen percent (15%) of the Net Cost of the Work.
iii. For Work performed by a subcontractor, the added cost for overhead and profit shall not exceed fifteen percent (15%) of the subcontractor’s Net Cost of the Work to which the Contractor may add five percent (5%) of the subcontractor’s Net Cost.
iv. For Work performed by a sub-subcontractor, the added cost for overhead and profit shall not exceed fifteen percent (15%) of the sub-subcontractor’s Net Cost for Work to which the subcontractor and general contractor may each add an additional five percent (5%) of the Net Cost of the lower tier subcontractor.
v. No additional mark-up will be allowed for lower tier subcontractors, and in no case shall the added cost for overhead and profit payable by Stadium

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Manager exceed twenty -five percent (25%) of the Net Cost as defined herein, of the party that performs the Work.

5. All of the following costs are included in the markups for overhead and profit described above, and Contractor shall not receive any additional compensation for: Submittals, drawings, field drawings, Shop Drawings, including submissions of drawings; field inspection; General Superintendence; General administration and preparation of cost proposals, schedule analysis, Change Orders, and other supporting documentation; computer services; reproduction services; Salaries of project engineer, superintendent, timekeeper, storekeeper, and secretaries; Janitorial services; Small tools, incidentals and consumables; Temporary On-Site facilities (Offices, Telephones, High Speed Internet Access, Plumbing, Electrical Power, Lighting; Platforms, Fencing, Water), Jobsite and Home office overhead or other expenses; vehicles and fuel used for work otherwise included in the Contract Documents; Surveying; Estimating; Protection of Work; Handling and disposal fees; Final Cleanup; Other Incidental Work; Related Warranties; insurance and bond premiums.

6. For added or deducted Work by subcontractors, the Contractor shall furnish to the Stadium Manager the subcontractor’s signed detailed record of the cost of labor, material and equipment, including the subcontractor markup for overhead and profit. The same requirement shall apply to sub-subcontractors

7. For added or deducted work furnished by a vendor or supplier, the Contractor shall furnish to the Stadium Manager a detailed record of the cost to the Contractor, signed by such vendor or supplier.

8. Any change in the Work involving both additions and deletions shall indicate a net total cost, including subcontracts and materials. Allowance for overhead and profit, as specified herein, shall be applied if the net total cost is an increase in the Contract Price; overhead and profit allowances shall not be applied if the net total cost is a deduction to the Contract Price. The estimated cost of deductions shall be based on labor and material prices on the date the Contract was executed.

9. Contractor shall not reserve a right to assert impact costs, extended job site costs, extended overhead, constructive acceleration and/or actual acceleration beyond what is stated in the Change Order for Work. No claims shall be allowed for impact, extended overhead costs, constructive acceleration and/or actual acceleration due to a multiplicity of changes and/or clarifications. The Contractor may not change or modify the Stadium Manager ’s change order form in an attempt to reserve additional rights.

10. If the Stadium Manager disagrees with the proposal submitted by Contractor, it will notify the Contractor and the Stadium Manager will provide its opinion of the appropriate price and/or time extension. If the Contractor agrees with the Stadium Manager, a Change Order will be issued by the Stadium Manager. If no agreement can be reached, the Stadium Manager shall have the right to issue a unilateral Change Order setting forth its determination of the reasonable additions or savings in costs and time attributable to the extra or deleted work. Such determination

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shall become final and binding if the Contractor fails to submit a claim in writing to the Stadium Manager within fifteen (15) Days of the issuance of the unilateral Change Order, disputing the terms of the unilateral Change Order, and providing such supporting documentation for its position as the Stadium Manager may require.

C. Change of Contract Times.

1. The Contract Times may only be changed by a Change Order.

2. All changes in the Contract Price and/or adjustments to the Contract Times related to each change shall be included in Contractor’s COR pursuant to this Article. No cost or time will be allowed for cumulative effects of multiple changes. All Change Orders must state that the Contract Time is not changed or is either increased or decreased by a specific number of days. Failure to include a change to time shall waive any change to the time unless the parties mutually agree in writing to postpone a determination of the change to time resulting from the Change Order.

3. Notice of the amount of the request for adjustment in the Contract Times with supporting data shall be delivered within seven (7) Days after such start of occurrence, unless Stadium Manager’s Representative allows an additional period of time to ascertain more accurate data in support of the request. No extension of time or additional compensation shall be given for a delay if the Contractor failed to give notice in the manner and within the time prescribed.

4. Stadium Manager may elect, at Stadium Manager ’s sole discretion, to grant an extension in Contract Times, without Contractor’s request, because of delays or other factors.

5. Use of Float and Critical Path.
a. Float is for the benefit of the Project. Float shall not be considered for the exclusive use or benefit of either the Stadium Manager or the Contractor. b. Contractor shall not be entitled to compensation, and Stadium Manager will not compensate Contractor, for delays which impact early completion. Any difference in time between the Contractor’s early completion and the Contract Time shall be considered a part of the Project float.

6. Contractor’s entitlement to an extension of the Contract Times is limited to a Stadium Manager -caused extension of the critical path, reduced by the Contractor’s concurrent delays, and established by a proper time impact analysis.

No time extension shall be allowed unless, and then only to the extent that, the Stadium Manager-caused delay extends the critical path beyond the previously approved Contract Time. If approved, the increase in time required to complete the Work shall be added to the Contract Time.
a. Contractor shall not be entitled to an adjustment in the Contract Price or Contract Times for delays within the control of Contractor. Delays attributable

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to and within the control of a Subcontractor or Supplier shall be deemed to be delays within the control of Contractor.
b. If Contractor is delayed in the performance or progress of the Work by a Force Majeure Event, acts or failures to act of utility owners not under the control of Stadium Manager , or other causes not the fault of and beyond control of Stadium Manager and Contractor, then Contractor shall be entitled to an time extension when the Work stopped is on the critical path. Such a non- compensable adjustment shall be Contractor’s sole and exclusive remedy for such delays. Contractor must submit a timely request in acco rdance with the requirements of this Article.
c. Utility-R
elated Delays.
i. Contractor shall immediately notify in writing the utility owner and Stadium Manager’s Representative of its construction schedule and any subsequent changes in the construction schedule which will affect the time available for protection, removal, or relocation of utilities. Requests for extensions of time arising out of utility relocation or repair delays shall be filed in accordance with this Article.
ii. Contractor shall not be entitled to damages or additional payment for delays attributable to utility relocations or alterations if correctly located, as noted in the Contract Documents or by the Underground Service Alert survey.

7. Content for Requests for Contract Extension.

Contractor’s j ustification for
entitlement shall be clear and complete citing specific Contract Document references and reasons on which Contractor’s entitlement is based. At a minimum, each request for a time extension must include:
a. Each request for an extension of Contract Time must i dentify the impacting
event, in narrative form, providing a description of the delay event and sufficient justification as to why the Contractor is entitled to a time extension. Contractor must demonstrate that the delay arises from unforeseeable causes beyond the control and without the fault or negligence of both Contractor and any Subcontractors or Suppliers, or any other persons or organizations employed by any of them or for whose acts any of them may be liable, and that such causes in fact lead to performance or completion of the Work, or specified part in question, beyond the corresponding Contract Times, despite Contractor’s reasonable and diligent actions to guard against those effects. b. Each request for an extension of Contract Time must include a time impact analysis in CPM format, using the Contemporaneous Impacted As -Planned Schedule Analysis to calculate the impact of the delay event.

8. No Damages for Reasonable Delay.

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a. Stadium Manager’s liability to Contractor for delays for which Stadium Manager is responsible shall be limited to only an extension of time unless such delays were unreasonable under the circumstances. In no case shall Stadium Manager be liable for any costs which are borne by the Contractor in the regular course of business, including, but not limited to, home office overhead and other ongoing costs.
b. Damages caused by unreasonable Stadium Manager delay that impact the critical path, including delays caused by items that are the responsibility of the Stadium Manager p ursuant to Government Code Section 4215, shall be compensated at the Daily Rate established in the Special Conditions. No other calculations, proportions or formulas shall be used to calculate any delay damages.
c. Stadium Manager and Stadium Manager’s Representative, and the officers, members, partners, employees, agents, consultants, or subcontractors of each of them, shall not be liable to Contractor for any claims, costs, losses, or damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) sustained by Contractor on or in connection with any other project or anticipated project.

9. Contractor’s failure, neglect, or refusal to comply with the requirements of the Contract Documents, or any portion thereof, shall bar Contractor’s request for extensions of the Contract Times. Such failure, neglect, or refusal prejudices Stadium Manager’s and Stadium Manager’s Representative’s ability to recognize and mitigate delay, and such failure, neglect, or refusal prevent the timely analysis of requests for extensions of Contract Times, and whether such extensions may be warranted. Contractor hereby waives all rights to extensions of Contract Times due to delays or accelerations that result from or occur during periods of time for which Contractor fails, neglects, or refuses to fully comply with the requirements of this Article.

ARTICLE 45. FINAL ACCEPTANCE AND PAYMENT
A. The acceptance of the Work on behalf of the Stadium Manager will be made by the Stadium Manager’s Representative. Such acceptance by the Stadium Manager shall not constitute a waiver of defects. When the Work has been accepted there shall be paid to Contractor a sum equal to the contract price less any amounts previously paid Contractor and less any amounts withheld by the Stadium Manager from Contractor under the terms of the C ontract. The final five percent (5%), or the percentage specified in the Notice Inviting Bids where the Stadium Manager has adopted a finding of substantially complete, shall not become due and payable until five (5) calendar days shall have elapsed after the expiration of the period within which all claims may be filed under the provisions of Civil Code Section 9356. If the Contractor has placed securities with the Stadium Manager as described herein, the Contractor shall be paid a sum equal to one hundred percent (100%) of the contract price less any amounts due the Stadium Manager under the terms of the Contract.

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B. Unless Contractor advises the Stadium Manager in writing prior to acceptance of the final five percent (5%) or the percentage specified in the Notice Inviting Bids where the Stadium Manager has adopted a finding of substantially complete, or t he return of securities held as described herein, said acceptance shall operate as a release to the Stadium Manager of all claims and all liability to Contractor for all things done or furnished in connection with this work and for every act of negligence of the Stadium Manager and for all other claims relating to or arising out of this work. If Contractor advises the Stadium Manager in writing prior to acceptance of final payment or return of the securities that there is a dispute regarding the amount due the Contractor, the Stadium Manager may pay the undisputed amount contingent upon the Contractor furnishing a release of all undisputed claims against the Stadium Manager with the disputed claims in stated amounts being specifically excluded by Contractor from the operation of the release. No payments, however, final or otherwise, shall operate to release Contractor or its sureties from the Faithful Performance Bond, Labor and Material Payment Bond, or from any other obligation under this contract.

C. In case of suspension of the contract any unpaid balance shall be and become the sole and absolute property of the Stadium Manager to the extent necessary to repay the Stadium Manager any excess in the cost of the Work above the contract price.

D. Final payment shall be made no later than 60 Days after the date of acceptance of the Work by the Stadium Manager or the date of occupation, beneficial use and enjoyment of the Work by the Stadium Manager including any operation only for testing, start-up or commissioning accompanied by cessation of labor on the Work, provided that a release of liens and claims has been received from the Contractor pursuant to Civil Code Section 8136. In the event of a dispute between the Stadium Manager and the Contractor, the Stadium Manager may withhold from the final payment an amount not to exceed 150% of the disputed amount.

E. Within ten (10) Days from the time that all or any portion of the retention proceeds are received by Contractor, Contractor shall pay each of its subcontractors from whom retention has been withheld each subcontractor’s share of the retention received.

However, if a retention payment received by Contractor is specifically designated for a particular subcontractor, payment of the retention shall be made to the designated subcontractor if the payment is consistent with the terms of the subcontract.

ARTICLE 46. OCCUPANCY; BENEFICIAL USE
The Stadium Manager reserves the right to occupy or utilize any portion of the Work at any time before completion, and such occupancy or use shall not constitute acceptance of any part of Work covered by this Contract. This use shall not relieve the Contractor of its responsibilities under the Contract.

ARTICLE 47. INDEMNIFICATION
To the fullest extent permitted by law, Contractor shall immediately defend (with counsel of the Stadium Manager’s choosing), indemnify and hold harmless the Indemnified Parties from and against:

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A. Any and all claims, demands, causes of action, costs, expenses, injuries, losses or liabilities, in law or in equity, of every kind or nature whatsoever, but not limited to, injury to or death, including wrongful death, of any person, and damages to or destruction of property of any person, arising out of, related to, or in any manner directly or indirectly connected with the Work or this Contract, including claims made by subcontractors for nonpayment, including without limitation the payment of all consequential damages and attorney’s fees and other related costs and expenses, however caused, regardless of whether the allegations are false, fraudulent, or groundless, and regardless of any negligence of the Indemnified Parties (including passive negligence), except the sole negligence, active negligence or willful misconduct of the Indemnified Parties.

B. Contractor’s defense and indemnity obligation herein includes, but is not limited to damages, fines, penalties, attorney’s fees and costs arising from claims under the Americans with Disabilities Act (ADA) or other fed eral or state disability access or discrimination laws arising from Contractor’s Work during the course of construction of the improvements or after the Work is complete, as the result of defects or negligence in Contractor’s construction of the improvements.

C. Any and all actions, proceedings, damages, costs, expenses, fines, penalties or liabilities, in law or equity, of every kind or nature whatsoever, arising out of, resulting from, or on account of the violation of any governmental law or regulation, compliance with which is the responsibility of Contractor;
D. Any and all losses, expenses, damages (including damages to the Work itself), attorney’s fees, and other costs, including all costs of defense which any of them may incur with respect to the failure, neglect, or refusal of Contractor to faithfully perform the Work and all of Contractor’s obligations under the agreement. Such costs, expenses, and damages shall include all costs, including attorney’s fees, incurred by the indemnified parties in any lawsuit to which they are a party.

Contractor shall immediately defend, at Contractor’s own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the Indemnified Parties. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against the Indemnified Parties in any such suit, action or other legal proceeding. Contractor shall reimburse the Indemnified Parties for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. The only limitations on this provision shall be those imposed by Civil Code Section 2782.

ARTICLE 48. PROCEDURE FOR RESOLVING DISPUTES
Contractor shall timely comply with all notices and requests for changes to the Contract Time or Contract Price, including but not limited to all requirements of Article 44, Changes and Extra Work, as a prerequisite to filing any claim governed by this Article. The failure to timely submit a notice of delay or notice of change, or to timely request a change to the Contract Price or Contract Time, or to timely provide any other notice or request required herein shall constitute a waiver of the right to further pursue the claim under the Contract or at law.

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

B. Claims. For purposes of this Article, “Claim” means a separate demand by the Contractor, after a change order duly requested in accordance with Article 44 “Changes and Extra Work” has been denied by the Stadium Manager, for (A) a time extension, (B) payment of money or damages arising from Work done by or on behalf of the Contractor pursuant to the Contract, or (C) an amount the payment of which is disputed by the Stadium Manager. Claims governed by this Article may not be filed unless and until the Contractor completes all procedures for giving notice of delay or change and for the requesting of a time extension or change order, including but not necessarily limited to the procedures contained in Article 44, Changes and Extra Work, and Contractor’s request for a change has been denied in whole or in part. Claims governed by this Article must be filed no later than thirty (30) Days after a request for change has been denied in whole or in part or after any other event giving rise to a Claim. The Claim shall be submitted in writing to the Stadium Manager and shall include on its first page the following in 16 point capital font: “THIS IS A CLAIM.” Furthermore, the Claim shall include the documents necessary to substanti ate the claim. Nothing herein is intended to extend the time limit or supersede notice requirements otherwise provided by contract for the filing of Claims, including all requirements pertaining to compensation or payment for extra Work, disputed Work, and/or changed conditions. Failure to follow such contractual requirements shall bar any claims or subsequent lawsuits for compensation or payment thereon.

C. Supporting Documentation. The Contractor shall submit all Claims in the following format:

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

2. List of documents relating to Claim:
a. Specifications
b. Drawings
c. Clarifications (Requests for Information)
d. Schedules
e. Other

3. Chronology of events and correspondence

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4. Analysis of Claim merit

5. Analysis of Claim cost

6. Time impact analysis in CPM format

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

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

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

2. Within 30 Days of receipt of a Claim, the Stadium Manager may request in writing additional documentation supporting the Claim or relating to defenses or claims the Stadium Manager may have against the Contractor. If additional information is thereafter required, it shall be requested and provided pursuant to this subdivision, upon mutual agreement of Stadium Manager and the Contractor. The Stadium Manager’s written response to the Claim, as further documented, shall be submitted to the Contractor within 30 Days (if the Claim is less than $15,000, within 15 Days) after receipt of the further documentation, or within a period of time no greater than that taken by the Contractor in producing the additional information or requested documentation, whichever is greater.

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

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F. Mediation. Within 10 business days following the conclusion of the meet and confer conference, if the Claim or any portion of the claim remains in dispute, the Stadium Manager shall provide the Contractor a written statement identifying the portion of the Claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the Claim shall be processed and made within 60 Days after the Stadium Manager issues its written statement. Any disputed portion of the Claim, as identified by the Contractor in writing, shall be submitted to nonbinding mediation, with the Stadium Manager and the Contractor sharing the associated costs equally.

The Stadium Manager and Contractor shall mutually agree to a mediator within 10 business days after the disputed portion of the Claim has been identified in writing, unless the parties agree to select a mediator at a later time.

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

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

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

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

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

H. Civil Actions. The following procedures are established for all civil actions filed to resolve Claims of $375,000 or less:

1. Within 60 Days, but no earlier than 30 Days, following the filing or responsive pleadings, the court shall submit the matter to non- binding mediation unless waived by mutual stipulation of both parties or unless mediation was held prior to

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commencement of the action in accordanc e with Public Contract Code Section 9204 and the terms of this Contract. The mediation process shall provide for the selection within 15 Days by both parties of a disinterested third person as mediator, shall be commenced within 30 Days of the submittal, and shall be concluded within 15 Days from the commencement of the mediation unless a time requirement is extended upon a good cause showing to the court.

2. If the matter remains in dispute, the case shall be submitted to judicial arbitration pursuant to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, notwithstanding Section 1114.11 of that code. The Civil Discovery Act of 1986 (Article 3 (commencing with Section 2016) of Chapter 3 of Title 3 of Part 4 of the Code of Civil Procedure) shall apply to any proceeding brought under this subdivision consistent with the rules pertaining to judicial arbitration. In addition to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, (A) arbitrators shall, when possible, be experienced in construction law, and (B) any party appealing an arbitration award who does not obtain a more favorable judgment shall, in addition to payment of costs and fees under that chapter, also pay the attorney’s fees on appeal of the other party.

I. Government Code Claims. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra Work, disputed Work, construction claims and/or changed conditions, the Contractor must comply with the claim procedures set forth in Government Code Sections 900, et seq. prior to filing any lawsuit against the Stadium Manager. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra Work, disputed Work, construction claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if the prerequisite contractual requirements are not satisfied, no action against the Stadium Manager may be filed. A Government Code claim must be filed no earlier than the date the Work is completed or the date the Contractor last performs Work on the Project, whichever occurs first. A Government Code claim shall be inclusive of all unresolved claims unless a new unrelated claim arises after the Government Code claim is submitted.

J. Non-Waiver. The Stadium Manager’s failure to respond to a claim from the Contractor within the time periods described in this Article or to otherwise meet the time requirements of this Article shall result in the claim being deemed rejected in its entirety.

ARTICLE 49. STADIUM MANAGER’S RIGHT TO TERMINATE CONTRACT A. Suspension of Work by the Stadium Manager:

1. Stadium Manager in its sole and absolute discretion for any reason or no reason whatsoever may at any time, with or without cause, suspend performance of all or any part of the Work by giving not less than five (5) Days written notice to the Contractor. Such notice of suspension of Work will designate the amount and type

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of plant, labor, and equipment to be committed to the Project during the period of suspension. Contractor shall use its best efforts to utilize its plant, labor, and equipment in such a manner as to minimize costs associated with suspension.

2. Upon receipt of any such notice, Contractor shall, unless the notice requires otherwise: (1) immediately discontinue Work on the date and to the extent specified in the notice; (2) place no further orders or subcontracts for material, services, or facilities with respect to suspended Work other than to the extent required in the notice; (3) promptly make every reasonable effort to obtain suspension upon terms satisfactory to the Stadium Manager of all orders, subcontracts, and rental agreements to the extent they relate to performance of Work suspended; and (4) continue to protect and maintain the Work including those portions on which Work has been suspended.

3. Stadium Manager shall not be liable for any additional costs, damages or anticipated profits incurred by Contractor or its Subcontractors and the Contract Price shall not be increased during the period of suspension, except the actual costs incurred by Contractor, excluding overhead and profit for (a) the purpose of safeguarding the Work and material and equipment in transit or at the Site during the period of suspension, (b) Contractor’s or its Subcontractor’s rented equipment which are maintained at the Site, or (c) other reasonable and unavoidable costs of shutting down the Work, or reassembling personnel and equipment resulting directly from such suspension. Contractor shall be granted an extension of the Contract Time equal to the number of days performance of Work is suspended; provided, however, that no actual costs or extension of Contract Time shall be granted if the suspension results from Contractor's non- compliance with the requirements of the Contract.

B. Termination for Cause by the Stadium Manager:

1. In the sole estimation of the Stadium Manager, if the Contractor refuses or fails to prosecute the Work or any separable part thereof with such diligence as will insure its completion within the time specified by the Contract Documents, or any extension thereof, or fails to complete such Work within such time, or if the Contractor should be adjudged a bankrupt, or if it should make a general assignment for the benefit of its creditors, or if a receiver should be appointed on account of its insolvency, or the Contractor or any of its subcontractors should violate any of the provisions of this Contract, the Stadium Manager may serve written notice upon the Contractor and its Surety of the Stadium Manager 's intention to terminate this Contract. This notice of intent to terminate shall contain the reasons for such intention to terminate this Contract, and a statement to the effect that the Contractor's right to perform this Contract shall cease and terminate upon the expiration of ten (10) Days unless such violations have ceased and arrangements satisfactory to the Stadium Manager have been made for correction of said violations.

2. In the event that the Stadium Manager serves such written notice of termination upon the Contractor and the Surety, the Surety shall have the right to take over and perform the Contract. If the Surety does not: (1) give the Stadium Manager

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written notice of Surety's intention to take over and commence performance of the Contract within 15 calendar days of the Stadium Manager's service of said notice of intent to terminate upon Surety; and (2) actually commence performance of the Contract within 30 calendar days of the Stadium Manager's service of said notice upon Surety; then the Stadium Manager may take over the Work and prosecute the same to completion by separate contract or by any other method it may deem advisable for the account and at the expense of the Contractor.

3. In the event that the Stadium Manager elects to obtain an alternative performance of the Contract as specified above: (1) the Stadium Manager may, without liability for so doing, take possession of and utilize in completion of the Work such materials, appliances, plants and other property belonging to the Contractor that are on the site and reasonably necessary for such completion (A special lien to secure the claims of the Stadium Manager in the event of such suspension is hereby created against any property of Contractor taken into the possession of the Stadium Manager under the terms hereof and such lien may be enforced by sale of such property under the direction of the Stadium Manager without notice to Contractor. The proceeds of the sale after deducting all expenses thereof and connected therewith shall be credited to Contractor. If the net credits shall be in excess of the claims of the Stadium Manager against Contractor, the balance will be paid to Contractor or Contractor’s legal representatives.); and (2) Surety shall be liable to the Stadium Manager for any cost or other damage to the Stadium Manager necessitated by the Stadium Manager securing an alternate performance pursuant to this Article.

C. Termination for Convenience by the Stadium Manager:

1. The Stadium Manager may terminate performance of the Work called for by the Contract Documents in whole or, from time to time, in part, if the Stadium Manager determines that a termination is in the Stadium Manager's interest.

2. The Contractor shall terminate all or any part of the Work upon delivery to the Contractor of a Notice of Termination specifying that the termination is for the convenience of the Stadium Manager, the extent of termination, and the Effective Date of such termination.

3. After receipt of Notice of Termination, and except as directed by the Stadium Manager's Representative, the Contractor shall, regardless of any delay in determining or adjusting any amounts due under this Termination for Convenience clause, immediately proceed with the following obligations:
a. Stop Work as specified in the Notice.
b. Complete any Work specified in the Notice of Termination in a least cost/shortest time manner while still maintaining the quality called for under the Contract Documents.
c. Leave the property upon which the Contractor was working and upon which the facility (or facilities) forming the basis of the Contract Document is situated

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in a safe and sanitary manner such that it does not pose any threat to the public health or safety.
d. Terminate all subcontracts to the extent that they relate to the portions of the Work terminated.
e. Place no further subcontracts or orders, except as necessary to complete the continued portion of the Contract.
f. Submit to the Stadium Manager 's Representative, within ten (10) Days from the Effective Date of the Notice of Termination, all of the usual documentation called for by the Contract Documents to substantiate all costs incurred by the Contractor for labor, materials and equipment through the Effective Date of the Notice of Termination. Any documentation substantiating costs incurred by the Contractor solely as a result of the Stadium Manager's exercise of its right to terminate this Contract pursuant to this clause, which costs the contractor is authorized under the Contract documents to incur, shall: (1) be submitted to and received by the Stadium Manager’s Representative no later than 30 calendar days after the Effective Date of the Notice of Termination; (2) describe the costs incurred with particularity; and (3) be conspicuously identified as “Termination Costs occasioned by the Stadium Manager 's Termination for Convenience.”

4. Termination of the Contract shall not relieve Surety of its obligation for any just claims arising out of or relating to the Work performed.

5. In the event that the Stadium Manager exercises its right to terminate this Contract pursuant to this clause, the Stadium Manager shall pay the Contractor, upon the Contractor's submission of the documentation required by this clause and other applicable provisions of the Contract Documents, the following amounts:
a. All actual reimbursable costs incurred according to the provisions of this Contract.
b. A reasonable allowance for profit on the cost of the Work performed, provided Contractor establishes to the satisfaction of the Stadium Manager 's Representative that it is reasonably probable that Contractor would have made a profit had the Contract been completed and provided further, that the profit allowed shall in no event exceed fifteen (15%) percent of the costs. c. A reasonable allowance for Contractor's administrative costs in determining the amount payable due to termination of the Contract under this Article.

D. Notwithstanding any other provision of this Article, when immediate action is necessary to protect life and safety or to reduce significant exposure or liability, the Stadium Manager may immediately order Contractor to cease Work on the Project until such safety or liability issues are addressed to the satisfaction of the Stadium Manager or the Contract is terminated.

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E. Stadium Manager shall not be liable for any costs other than the charges or portions thereof which are specified and permitted herein. Contractor shall not be entitled to payment for unperformed Work including, without limitation, any overhead and profit on the portion of the Work that is terminated and shall not be entitled to damages or compensation of any kind or nature for termination of Work.

ARTICLE 50. WARRANTY AND GUARANTEE OF WORK
A. Contractor hereby warrants that materials and Work shall be completed in conformance with the Contract Documents and that the materials and Work provided will fulfill the requireme nts of this Warranty. Contractor hereby agrees to repair or replace, at the discretion of the Stadium Manager, any or all Work that may prove to be defective in its workmanship, materials furnished, methods of installation or fail to conform to the Contract Document requirements together with any other Work which may be damaged or displaced by such defect(s) within a period of one (1) year from the date of the Notice of Completion of the Project without any expense whatever to the Stadium Manager , ordinary wear and tear and unusual abuse and neglect excepted. Contractor shall be required to promptly repair or replace defective equipment or materials, at Contractor’s option. 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 the Contractor.

B. For any Work so corrected, Contractor’s obligation hereunder to correct defective Work shall be reinstated for an additional one (1) year period, commencing with the date of acceptance of such corrected Work. The reinstatement of the one (1) year warranty shall apply only to that portion of work that was corrected. Contractor shall perform such tests as Stadium Manager may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Contract. In the event of Contractor’s failure to comply with the above-mentioned conditions within ten (10) Days after being notified in writing of required repairs, 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 immediately upon demand.

C. In addition to the warranty set forth in this Article, Contractor shall obtain for Stadium Manager all warranties that would be given in normal commercial practice and assign to Stadium Manager any and all manufacturer’s or installer’s warranties for equipment or materials not manufactured by Contractor and provided as part of the Work, to the extent that such third-party warranties are assignable and extend beyond the warranty period set forth in this Article. Contractor shall furnish the Stadium Manager with all warranty and guarantee documents prior to final Acceptance of the Project by the Stadium Manager as required.

D. When specifically indicated in the Contract Documents or when directed by the Stadium Manager’s Representative, the Stadium Manager may furnish materials or products to the Contractor for installation. In the event any act or failure to act by

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Contractor shall cause a warranty applicable to any materials or products purchased by the Stadium Manager for installation by the Contractor to be voided or reduced, Contractor shall indemnify Stadium Manager from and against any cost, expense, or other liability arising therefrom, and shall be responsible to the Stadium Manager for the cost of any repairs, replacement or other costs that would have been covered by the warranty but for such act or failure to act by Contractor.

E. The Contractor shall remedy at its expense any damage to Stadium Manager-owned or controlled real or personal property.

F. The Stadium Manager shall notify the Contractor, in writing, within a reasonable time after the discovery of any failure, defect, or damage. The Contractor shall within ten (10) Days after being notified commence and perform with due diligence all necessary Work. If the Contractor fails to promptly remedy any defect, or damage; the Stadium Manager shall have the right to replace, repair or otherwise remedy the defect, or damage at the Contractor’s expense.

G. In the event of any emergency constituting an immediate hazard to health, safety, property, or licensees, when caused by Work of the Contractor not in accordance with the Contract requirements, the Stadium Manager may undertake at Contractor ’s expense, and without prior notice, all Work necessary to correct such condition.

H. Acceptance of Defective Work.

1. If, instead of requiring correction or removal and replacement of Defective Work, the Stadium Manager prefers to accept it, Stadium Manager may do so. Contractor shall pay all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) attributable to Stadium Manager’s evaluation of and determination to accept such Defective Work and for the diminished value of the Work.

2. If any acceptance of defective work occurs prior to release of the Project Retention, a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work, and Stadium Manager shall be entitled to an appropriate decrease in the Contract Price, reflecting the diminished value of Work and all costs incurred by Stadium Manager.

3. If the Project Retention is held in an escrow account as permitted by the Contract Documents, Contractor will promptly alert the escrow holder, in writing, of the amount of Retention to be paid to Stadium Manager.

4. If the acceptance of Defective Work occurs after release of the Project Retention, an appropriate amount will be paid by Contractor to Stadium Manager.

I. Stadium Manager May Correct Defective Work.

1. If Contractor fails within a reasonable time after written notice from Stadium Manager’s Representative to correct Defective Work, or to remove and replace

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rejected Work as required by Stadium Manager, or if Contractor f ails to perform the Work in accordance with the Contract Documents, or if Contractor fails to comply with any other provision of the Contract Documents, Stadium Manager may, after seven (7) Days’ written notice to Contractor, correct, or remedy any such deficiency.

2. In connection with such corrective or remedial action, Stadium Manager may exclude Contractor from all or part of the Site, take possession of all or part of the Work and suspend Contractor’s services related thereto, take possession of Contractor’s tools, appliances, construction equipment and machinery at the Site, and incorporate in the Work all materials and equipment stored at the Site or for which Stadium Manager has paid Contractor but which are stored elsewhere.

Contractor shall allow Stadium Manager and Stadium Manager’s Representative, and the agents, employees, other contractors, and consultants of each of them, access to the Site to enable Stadium Manager to exercise the rights and remedies to correct the Defective Work.

3. All claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) incurred or sustained by Stadium Manager correcting the Defective Work will be charged against Contractor, and a Change Order will be issued incorporating the necessary revisions into the Contract Documents with respect to the Work; and Stadium Manager shall be entitled to an appropriate decrease in the Contract Price.

4. Such claims, costs, losses and damages will include, but not be limited to, all costs of repair, or replacement of work of others destroyed or damaged by correction, removal, or replacement of Defective Work.

5. If the Change Order is executed after all payments under the Contract have been paid by Stadium Manager and the Project Retention is held in an escrow account as permitted by the Contract Documents, Contractor will promptly alert the escrow holder, in writing, of the amount of Retention to be paid to Stadium Manager.

6. If the Change Order is executed after release of the Project Retention, an appropriate amount will be paid by Contractor to Stadium Manager.

7. Contractor shall not be allowed an extension of the Contract Times because of any delay in the performance of the Work attributable to Stadium Manager correcting Defective work.

J. Nothing in the Warranty or in the Contract Documents shall be construed to limit the rights and remedies available to Stadium Manager at law or in equity , including, but not limited to, Code of Civil Procedure Section 337.15.

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ARTICLE 51. DOCUMENT RETENTION & EXAMINATION
A. In accordance with Government Code Section 8546.7, records of both the Stadium Manager and the Contractor shall be subject to examination and audit by the State Auditor General for a period of three (3) years after final payment.

B. Contractor shall make available to the Stadium Manager any of the Contractor’s other documents related to the Project immediately upon request of the Stadium Manager.

C. In addition to the State Auditor rights above, the Stadium Manager shall have the right to examine and audit all books, estimates, records, contracts, documents, bid documents, subcontracts, and other data of the Contractor (including computations and projections) related to negotiating, pricing, or performing the modification in order to evaluate the accuracy and completeness of the cost or pricing data at no additional cost to the Stadium Manager, for a period of four (4) years after final payment.

ARTICLE 52. SEPARATE CONTRACTS
A. The Stadium Manager reserves the right to let other contracts in connection with this Work or on the Project site. Contractor shall permit other contractors reasonable access and storage of their materials and execution of their work and shall properly connect and coordinate its Work with theirs.

B. To ensure proper execution of its subsequent Work, Contractor shall immediately inspect work already in place and shall at once report to the Stadium Manager’s Representative any problems with the Work in place or discrepancies with the Contract Documents.

C. Contractor shall ascertain to its own satisfaction the scope of the Project and nature of any other contracts that have been or may be awarded by the Stadium Manager in prosecution of the Project to the end that Contractor may perform this Contract in the light of such other contracts, if any. Nothing herein contained shall be interpreted as granting to Contractor exclusive occupancy at site of the Project. Contractor shall not cause any unnecessary hindrance or delay to any other contractor working on the Project. If simultaneous execution of any contract for the Project is likely to cause interference with performance of some other contract or contracts, the Stadium Manager’s Representative shall decide which Contractor shall cease Work temporarily and which contractor shall continue or whether work can be coordinated so that contractors may proceed simultaneously. The Stadium Manager shall not be responsible for any damages suffered or for extra costs incurred by Contractor resulting directly or indirectly from award, performance, or attempted performance of any other contract or contracts on the Project site.

ARTICLE 53. NOTICE AND SERVICE THEREOF
All notices shall be in writing and either served by personal delivery or mailed to the other party as designated in the Bid Forms. Written notice to the Contractor shall be addressed to Contractor’s principal place of business unless Contractor designates another address in writing for service of notice. Notice to Stadium Manager shall be addressed to the Stadium Manager as

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designated in the Notice Inviting Bids unless Stadium Manager designates another address in writing for service of notice. Notice shall be effective upon receipt or five (5) calendar days after being sent by first class mail, whichever is earlier. Notice given by facsimile shall not be effective unless acknowledged in writing by the receiving party.

ARTICLE 54. NOTICE OF THIRD PARTY CLAIMS
Pursuant to Public Contract Code Section 9201, the Stadium Manager shall provide the Contractor with timely notification of the receipt of any third-party claims relating to the Contract.

The Stadium Manager is entitled to recover reasonable costs incurred in providing such notification.

ARTICLE 55. STATE LICENSE BOARD NOTICE
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.

ARTICLE 56. INTEGRATION
A. Oral Modifications Ineffective. No oral order, objection, direction, claim or notice by any party or person shall affect or modify any of the terms or obligations contained in the Contract Documents.

B. Contract Documents Represent Entire Contract. The Contract Documents are fully integrated and represent the entire agreement of the Stadium Manager and Contractor.

ARTICLE 57. ASSIGNMENT OF CONTRACT
Contractor shall not assign, transfer, convey, sublet or otherwise dispose of the rights or title of interest of any or all of this contract without the prior written consent of the Stadium Manager .

Any assignment or change of Contractor’s name of legal entity without the written consent of the Stadium Manager shall be void. Any assignment of money due or to become due under this Contract shall be subject to a prior lien for services rendered or Material supplied for performance of Work called for under the Contract Documents in favor of all persons, firms, or corporations rendering such services or supplying such Materials to the extent that claims are filed pursuant to the Civil Code, the Code of Civil Procedure or the Government Code.

ARTICLE 58. CHANGE IN NAME AND NATURE OF CONTRACTOR’S LEGAL ENTITY Should a change be contemplated in the name or nature of the Contractor’s legal entity, the Contractor shall first notify the Stadium Manager in order that proper steps may be taken to have the change reflected on the Contract and all related documents. No change of Contractor’s name

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or nature will affect Stadium Manager’s rights under the Contract, including but not limited to the bonds.

ARTICLE 59. ASSIGNMENT OF ANTITRUST ACTIONS
Pursuant to Public Contract Code Section 7103.5, in entering into a public works contract or subcontract to supply goods, services, or materials pursuant to a public works contract, Contractor or subcontractor offers and agrees to assign to the Stadium Manager all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 USC, Section 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from the purchase of goods, services, or materials pursuant to this contract or any subcontract. This assignment shall be made and become effective at the time the Stadium Manager tenders final payment to the Contractor, without further acknowledgment by the parties.

ARTICLE 60. PROHIBITED INTERESTS
No Stadium Manager official or representative who is authorized in such capacity and on behalf of the Stadium Manager to negotiate, supervise, make, accept, or approve, or to take part in negotiating, supervising, making, accepting or approving any engineering, inspection, construction or material supply contract or any subcontract in connection with construction of the project, shall be or become directly or indirectly interested financially in the Contract.

ARTICLE 61. CONTROLLING LAW
Notwithstanding any subcontr act or other contract with any subcontractor, supplier, or other person or organization performing any part of the Work, this Contract shall be governed by the law of the State of California excluding any choice of law provisions.

ARTICLE 62. JURISDICTION; VENUE
Contractor and any subcontractor, supplier, or other person or organization performing any part of the Work agrees that any action or suits at law or in equity arising out of or related to the bidding, award, or performance of the Work shall be maintained in the Superior Court of Santa Clara County, California, and expressly consent to the jurisdiction of said court, regardless of residence or domicile, and agree that said court shall be a proper venue for any such action.

ARTICLE 63. LAWS AND REGULATIONS
A. Contractor shall give all notices and comply with all laws, ordinances, rules and regulations bearing on conduct of work as indicated and specified. If Contractor observes that drawings and specifications are at variance therewith, it shall promptly notify the Stadium Manager’s Representative in writing and any necessary changes shall be adjusted as provided for in this Contract for changes in work. If Contractor performs any work knowing it to be contrary to such laws, ordinances, rules and regulations, and without such notice to the Stadium Manager’s Representative, it shall bear all costs arising therefrom.

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B. Contractor shall be responsible for familiarity with the Americans with Disabilities Act (“ADA”) (42 U.S.C. § 12101 et seq.). The Work will be performed in compliance w ith ADA regulations.

ARTICLE 64. PATENTS
Contractor shall hold and save the Stadium Manager , officials, officers , employees, and authorized volunteers harmless from liability of any nature or kind of claim therefrom including costs and expenses for or on account of any patented or unpatented invention, article or appliance manufactured, furnished or used by Contractor in the performance of this contract.

ARTICLE 65. OWNERSHIP OF CONTRACT DOCUMENTS
All Contract Documents furnished by the Stadium Manager are Stadium Manager property. They are not to be used by Contractor or any subcontractor on other work nor shall Contractor claim any right to such documents. With exception of one complete set of Contract Documents, all documents shall be returned to the Stadium Manager on request at completion of the Work.

ARTICLE 66. NOTICE OF TAXABLE POSSESSORY INTEREST
In accordance with Revenue and Taxation Code Section 107.6, the Contract Documents may create a possessory interest subject to personal property taxation for which Contractor will be responsible.

ARTICLE 67. SURVIVAL OF OBLIGATIONS
All representations, indemnifications, warranties, and guarantees made in, required by, or given in accordance with the Contract Documents, as well as all continuing obligations indicated in the Contract Documents, will survive final payment, completion, and acceptance of the Work or termination or completion of the Contract or termination of the services of Contractor.

END OF GENERAL CONDITIONS

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RFB Number: RFB-FY24-0066
-77- 00 73 13 – SPECIAL CONDITIONS

00 73 13 – SPECIAL CONDITIONS

1.1 Stadium Manager’s R epresentative.

A. For purposes of this Project unless otherwise modified by the Stadium Manager , the Stadium Manager’s Representative shall be: Stadium Manager’s Vice President, Stadium Projects and Planning or designee.

1.2 Location of the Project.

A. T he Project is located at Levi’s Stadium, 4900 Marie P. DeBartolo Way, Santa Clara, CA.

1.3 Reserved.

1.4 Status of the Project Area and Rights-of-Way.

A. Stadium Manager, at its expense, will provide all rights-of-way or related right-of-way permits, or both, covering the crossing of private property and public and private rights- of-way necessary for the permanent Work; provided, however, Contractor shall, at its expense, obtain any bonds or insurance policies or pay any fees and enter into any agreements required by a controlling authority, e.g., Santa Clara Valley Transit Authority (VTA), Santa Clara Valley Water District or City of Santa Clara, before Contractor enters upon any property or right-of-way under the jurisdiction of any such controlling authority for the purpose of performing Work.

B. Stadium Manager has acquired or is negotiating to acquire any rights-of-way, or both, necessary for the permanent Work.

C. If such permits are required, all operations of Contractor shall conform to the restrictions, regulations, and requirements set forth in said permits, copies of which will be included in the Contract Documents.

D. Contractor may be required, as a condition for receiving final payment, to obtain, and provide Stadium Manager’s Representative with copies of, executed damage releases from the owners of public and private property whose property has been damaged by the Work. The damage releases will be on a form provided by Stadium Manager.

E. Contractor shall, also, as a condition for receiving final payment, obtain, and provide Stadium Manager’s Representative with c opies of, executed damage releases from the owners of certain public and private property or areas which have been crossed by the Work or otherwise affected by the Work. The damage releases will be on a form provided by Stadium Manager.

1.5 Site Data.

A. The data provided herein is for the information of Contractor and is subject to all limitations and conditions set forth in the Contract Documents.

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of Major Outdoor Lighting / LED Retrofit / Sports
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1.6 Pre-Purchased or Pre-Negotiated Material.

NOT USED.

1.7 Modification of Hours of Work.

NOT USED.

1.8 Project Retention
In accordance with Public Contract Code Section 7201, Stadium Manager will withhold 5% of each progress payment as retention on the Project.

1.9 Reserved.

1.10 Liquidated Damages Due to Contractor Delay.

A. Time is of the essence. Should Contractor fail to complete all or any part of the Work within the time specified in the Contract Documents, Stadium Manager will suffer damage, the amount of which is difficult, if not impossible, to ascertain and, pursuant to the authority of Government Code Section 53069.85, Stadium Manager shall therefore be entitled to $500.00 per Day as liquidated damages for each Day or part thereof that actual completion extends beyond the time specified.

B. Liquidated damages may be deducted from progress payments due Contractor, P
roject retention or may be collected directly from Contractor, or from Contractor's surety. These provisions for liquidated damages shall not prevent Stadium Manager, in case of Contractor's default, from terminating the Contractor.

1.11 Utility Outages – Notices to Residents.

A. Should Contractor’s operations require interruption of any utility service, Contractor shall notify Stadium Manager at least ten (10) Days prior to the scheduled outage.

Contractor will notify all impacted residents on a form provided by Stadium Manager at least seven (7) Days prior to the scheduled outage.

B. Contractor shall be responsible for providing, at its cost, any temporary utility or facilities necessitated by the utility outage.

1.12 Schedule Constraints.

A. The Work at the Project site must be complet ed during the following period unless otherwise authorized in writing by the Stadium Manager:

1. January 27, 2025 to June 6, 2025.

B. Stadium Manager has considered these Schedule Constraints when determining the Contract Times and no additional time or compensation will be added to the Contract due to these Constraints.

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Lighting Project
RFB Number: RFB-FY24-0066
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1.13 Noise Restrictions
A. Contractor shall use only such equipment on the Work and in such state of repair so that the emission of sound therefrom is within the noise tolerance level of that equipment as established by Cal/OSHA.

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

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

1.14 Safety Programs.

A. In addition to all other safety requirements of the Contract Documents, Contractor must comply with Cal/OSHA safety requirements at all times during the completion of the Work.

B. Stadium Manager has considered these Safety Programs when determining the Contract Times and no additional time or compensation will be added to the Contract due to these Programs.]

1.15 Coordination w ith Other Contractors.

A. In addition to the Contract requirements relating to other work at the Site, Stadium Manager anticipates that other contractors will be performing work within the Site.

B. Stadium Manager has considered these other contractors when determining the Contract Times and no additional time or compensation will be added to the Contract due to these other contractors.

1.16 Levi’s Stadium – Jobsite Rules.

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

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

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

Levi’s Stadium Lighting Systems - Fixture Replacement
of Major Outdoor Lighting / LED Retrofit / Sports
Lighting Project
RFB Number: RFB-FY24-0066
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3. Contractor work area must be left in a clean, neat and orderly condition at the end of each day. If the Contractor fails to perform daily cleaning the Stadium Manager reserves the right to clean up debris at Contractor expense.

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

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

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

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

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

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

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

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

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

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

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

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

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Lighting Project
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o Contractor’s Company Name
o Contractor’s Equipment Contact
o Contact Phone Number
o Duration On-Site (i.e. 06/02/21- 06/15/21)
Equipment requiring this information includes, but is not limited to, the following types of equipment:
o Material Handling Equipment (such as Forklifts and Pallet Jacks) o Golf Carts
o Flatbeds
o Manlifts
o Vehicles
o Job Boxes
o Trailers
o Other Equipment
Anyone operating this equipment must have the proper certifications, operate them in compliance with Cal/OSHA standards, and shall follow any Stadium Manager safety protocols.

B. Social Media Policy.

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

1. Using social media to post or to display comments about Stadium Manager, the S
an Francisco 49ers, Levi’s Stadium, co- workers, supervisors, clients, vendors, suppliers or members of management that are vulgar, obscene, physically threatening or intimidating, harassing, or otherwise constitute a violation of t he Stadium Manager’s workplace policies against discrimination, retaliation, harassment, or hostility on account of any protected category, class, status, act or characteristic.

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

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

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

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

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

1.17 Pr
ocurement and Contract Process Integrity and Conflict of Interest Guidelines A. PURPOSE

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

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

B. DEFINITIONS

1. PURCHASING MANAGER
a. “Purchasing Manager” is the Stadium Manager representative designated by the Stadium Manager to be responsible for the Stadium Manager’s procurement process.

2. ELECTED OFFICIAL
a. "Elected Official" means the City of Santa Clara Mayor, Council Members, City Clerk, and Chief of Police.

3. COUNCIL APPOINTEES
a. "Council Appointees" means the City of Santa Clara City Manager, City Attorney, and City Auditor.

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

C. GENERAL PROVISIONS

1. COMMUNICATION PROTOCOL
a. Prior to Issuance of Solicitations: Prior to the issuance of Solicitations, contact between prospective respondents and Stadium Manager staff, consultants or City of Santa Clara elected officials is permissible.
b. After Issuance of Solicitations and prior to Submission deadline for Solicitations: After issuance of Solicitations, all contact between prospective respondents and the Stadium Manager with regard to the Solicitation must be directed to the procurement contact designated in the Solicitation. Stadium Manager staff and consultants will refer all inquiries with regard to the Solicitation to the procurement contact. All requests for clarification, objections to the structure, content, or distribution of a Solicitation, or other inquiries must be made in writing and the Stadium Manager shall answer to these clarifications, objections, and inquiries in writing via addenda to the Solicitation. c. After Submission Deadline of Solicitations and prior to Issuance of a Notice of Intended Award: After the submission deadline of Solicitations, all contact regarding the procurement between respondents and the Stadium Manager and participants in the evaluation process, who are not Stadium Manager employees or representatives, must be directed to the procurement contact designated in the Solicitation. Stadium Manager staff and consultants will refer all inquiries to the procurement contact identified in the Solicitation document.
d. After Issuance of a Notice of Intended Award: The Stadium Manager will issue a notice of intended award to all respondents including the basis for selection and instructions for filing a protest. All respondents shall follow the procedures for protest as indicated in the Solicitation document. During the protest period, Stadium Manager staff and consultants will refer all inquiries to the procurement contact identified in the Solicitation document. e. After Completion of Protest Period: After completion of the protest period contact between prospective respondents and Stadium Manager staff, consultants and City of Santa Clara elected officials is permissible.

D. RESPONDENT'S CODE OF CONDUCT

1. By submitting a response to a Stadium Manager Solicitation, respondents are individually and solely responsible for ensuring compliance with these Guidelines on behalf of the respondent's employees, agents, consultants, lobbyists, or other parties or individuals engaged for purposes of developing or supporting a response. In addition to adhering to these Guidelines, respondents may not

Levi’s Stadium Lighting Systems - Fixture Replacement
of Major Outdoor Lighting / LED Retrofit / Sports
Lighting Project
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collude, directly or indirectly among themselves in regard to the amount, terms or conditions of a Solicitation, influence any Stadium Manager staff member or evaluation team member throughout the solicitation process, including the development of specifications, submit incorrect information in the response to a Solicitation or misrepresent, or fail to disclose material facts during the evaluation process. Any evidence indicating a respondent has failed to adhere with any section of these Guidelines may result in the respondent's disqualification from the procurement as well as possible debarment.

E. CONFIDENTIALITY DURING EVALUATION PROCESS

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

F. CONFLICT OF INTEREST

1. Elected officials, appointed officials, their staffs, and Stadium Manager employees and consultants are expected to avoid any conflicts of interest. Further, such individuals should avoid the appearance of conflicts of interest in order to ensure that Stadium Manager decisions are made in an independent and impartial manner. In general, the designated Stadium Manager procurement contact, in consultation with the Stadium Manager’s Chief Financial Officer (“CFO”) shall take measures to ensure that the Stadium Manager avoid any conflict of interests in procurement processes of Stadium Manager contracts. Specifically, these measures include that:
a. Persons who may not be regularly involved in Stadium Manager procurements review this Exhibit and other ethical standards and elicit such information from them to enable the Stadium Manager to determine if the person's participation would create a conflict of interest. Such persons shall include, but are not limited to:
(i) authors of specifications
(ii) paid and unpaid evaluators
(iii) paid and unpaid consultants who assist in the procurement process b. The CFO shall discuss any potential conflict of interest identified with Stadium Manager’s legal department and document the resulting determination, and take appropriate action including, but not limited to, removal of an employee, consultant, or outside uncompensated party from the procurement activity or cancellation of a Solicitation.

G. ALLEGATIONS OF CONFLICT OF INTEREST

1. Prior to the Solicitation release, up to award of contract, any allegations of conflict of interest by a Stadium Manager employee, consultant, or other participant in the

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pre- Solicitation and Solicitation process shall be reported to the CFO. The CFO shall investigate the alleged conflict of interest in consultation wit h the Stadium Manager’s legal department and document the resulting determination.

H. ALLEGATIONS OF MISCONDUCT

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

END OF SPECIAL CONDITIONS

Levi’s Stadium Lighting Systems - Fixture Replacement
of Major Outdoor Lighting / LED Retrofit / Sports
Lighting Project
RFB Number: RFB-FY24-0066
-86- 01 00 00 – GENERAL REQUIREMENTS

01 00 00 – GENERAL REQUIREMENTS
PART 1 -- GENERAL

1.1 DESCRIPTION
This Project involves the replacement of the current metal halide stadium field lighting system with a new outdoor LED field lighting system.

PART 2 -- PRODUCTS (NOT USED)
PART 3 -- EXECUTION

3.1 LAYOUT OF WORK AND QUANTITY SURVEYS
General. The Contractor shall utilize a properly licensed surveyor to perform all layout surveys required for the control and completion of the Work, and all necessary surveys to compute quantities of Work performed.

Stadium Manager and/or the Stadium Manager’s Representative has established primary control to be used by the Contractor for establishing lines and grades required for the Work.

Primary control consists of benchmarks and horizontal control points in the vicinity of the Work. A listing a nd identification of the primary co ntrol is provided on the Drawings. Before beginning any layout work or constructio n activity, the Contractor shall check and verify primary contr ol, and shall advise the Stadium Manager Representative of any discrepancies.

Quantity surveys. The Contractor shall perform such surveys and computations as are necessary to determine quantities of Work performed or placed during each progress payment period, and shall perform all surveys ne cessary for the Stadium Manager Representative to determine final quantities of Work in place. The Stadium Manager Representative will determine final quantities based upon the survey data provided by the Contractor, and the design lines and grades. If r equested by the Stadium Manager Representative, the Contractor shall provide an electronic copy of data used for quantity computations.

All surveys performed for measurement of final quantities of Work and material shall be subject to approval of Stadium Manager’s Representative. Unless waived by Stadium Manager’s Representative in each specific case, quantity surveys made by the Contractor shall be made in the presence of Stadium Manager’s Representative.

Surveying
A.

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1. Accuracy. Degree of accuracy shall be an order high enough to satisfy tolerances specified for the Work and the following:
(a) Right-of-way and alignment of tangents and curves shall be within 0.1 foot. (b) Structure points shall be set within 0.01 foot, except where operational function of the special features or installation of metalwork and eq uipment require closer tolerances. When formwork has been placed and is ready for concrete, the Contractor shall check the formwork for conformance with the drawings and to ensure that the forms are sufficiently within the tolerance limits for the completed work.
(c) Cross-Section points shall be located within 0.1 foot, horizontally and vertically. (d) Aerial Mapping shall m eet National Mapping Standards for 2- foot contour intervals.

Records. Survey data shall be recorded in accordance with recognized professional surveying standards. Original f ield notes, com putations, and other su rveying data shall be recorded on electronic data collectors or in standard field books and must be of sufficient quality to enable the Contractor to prepare accurate record drawings as required by the Contract Documents.

Cost. Unless otherwise called for by the Contract Documents, the cost of all material, equipment, and labor required for surveys for the layout of work and quantity surveys shall be included in the Schedule of Pay Items for items of work requiring the surveys.

No additional compensation shall be made to the Contractor for this Work.

3.2 SCHEDULE
Estimated Schedule. Within 14 Days after the issuance of the Notice to Proceed, Contractor shall prepare a Project schedule and shall submit this to the Stadium Manager’s Representative for Approval. The receipt or Approval of any schedules by the Stadium Manager’s Representative or the Stadium Manager shall not in any way relieve the Contractor of its obligations under the Contract Documents. The Contractor is fully responsible to determine and provide for any and all staffing and resources at levels which allow for good quality and timely completion of the Project. Contractor’s failure to incorporate all elements of Work required for the performance of the Contract or any inaccuracy in the schedule shall not excuse the Contractor from performing all Work required for a completed Project within the specified Contract time period. If the required schedule is not received by the time the first payment under the Contract is due, Contractor shall not be paid until the schedule is received, reviewed and accepted by the Stadium Manager’s Representative.

Schedule Contents. The schedule shall indicate the beginning and completion dates of all phases of construction; critical path for all critical, sequential time related activities; and “float time” for all “slack” or “gaps” in the non-critical activities. The schedule shall clearly identify all staffing and other resources which in the Contractor’s D.

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Lighting Project
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judgment are needed to complete the Project within the time specified for completion.

The overall Project Schedule duration shall be within the Contract time.

Schedule Updates. Contractor shall continuously update its construction schedule.

Contractor shall submit an updated and accurate construction schedule to the Stadium Manager’s Representative monthly when requested to do so by Stadium Manager’s Representative. Contractor shall also submit schedules showing a three week detailed look-ahead at bi-weekly meetings conducted with the Stadium Manager. The Stadium Manager’s Representative may withhold progress payments or other amounts due under the Contract Documents if Contractor fails to submit an updated and accurate construction schedule.

3.3 TEMPORARY FIELD OFFICE
NOT USED.

3.4 PROTECTION OF WORK AND PROPERTY
All traffic detector loops, fences, walls, culverts, property line monuments, or other obstructions (except property line monuments within five (5) feet of the centerline of the mains) which are removed, damaged, or destroyed in the course of the Work, shall be replaced or repaired to the original condition. If Contractor provides t he Stadium Manager with reasonable notice of the need for such repair or replacement, it shall be performed by the Stadium Manager . If the Contractor fails to provide the Stadium Manager with reasonable notice, the repair or replacement shall be performed by and at the expense of the Contractor to the satisfaction of the Stadium Manager, whether or not those obstructions have been shown on the Plans, unless otherwise stated herein. It is then the Contractor’s responsibility to employ at its expense a Licensed Land Surveyor to restore all property line monuments located more than five (5) feet from the centerline of the mains, which are destroyed or obliterated. Property line monuments located within five (5) feet of the centerline of the mains will be replaced by the Stadium Manager at no expense to the Contractor, provided the Stadium Manager is notified at least 48 hours before the property line monuments are damaged.

Contractor shall provide such heat, covering, and enclosures as are necessary to protect all Work, materials, equipment, appliances, and tools against damage by weather conditions.

Contractor shall take adequate precautions to protect existing sidewalks, curbs, pavements, utilities, and other adjoining property and structures, and to avoid damage thereto, and Contractor shall repair any damage thereto caused by the Work operations. Contractor shall:

1. Enclose the working area with a substantial barricade, and arrange work to cause minimum amount of inconvenience and danger to the public.

2. Provide substantial barricades around any shrubs or trees indicated to be preserved.

Levi’s Stadium Lighting Systems - Fixture Replacement
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RFB Number: RFB-FY24-0066
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3. Deliver materials to the Project site over a route designated by the Stadium Manager’s Representative.

4. Provide any and all dust control required and follow the Applicable air quality regulations as appropriate. If the Contractor does not comply, the Stadium Manager shall have the immediate authority to provide dust control and deduct the cost from payments to the Contractor.

5. Confine Contractor’s apparatus, the storage of materials, and the operations of its workers to limits required by law, ordinances, permits, or directions of the Stadium Manager’s Representative. Contractor shall not unreasonably encumber the Project site with its materials.

6. Take care to prevent disturbing or covering any survey markers, monuments, or other devices marking property boundaries or corners. If such markers are disturbed by accident, they shall be replaced by a civil engineer or land surveyor acceptable to the Stadium Manager, at no cost to the Stadium Manager.

7. Ensure that existing facilities, fences and other structures are all adequately protected and that, upon completion of all Work, all facilities that may have been damaged are restored to a condition acceptable to the Stadium Manager.

8. Preserve and protect from injury all buildings, pole lines and all direction, warning and mileage signs that have been placed within the right-of-way.

9. At the completion of work each day, leave the Project site in a clean, safe condition.

10. Comply with any stage construction and traffic control plans. Access to residences and businesses shall be maintained at all times, unless otherwise permitted in writing by the Stadium Manager.

These precautionary measures will apply continuously and not be limited to normal working hours. Full compensation for the Work involved in the preservation of life, safety and property as above specified shall be considered as included in the prices paid for the various contract items of Work, and no additional allowance will be made therefore.

Should damage to persons or property occur as a result of the Work, Contractor shall be responsible for proper investigation, documentation, including video or photography, to adequately memorialize and make a record of what transpired. The Stadium Manager shall be entitled to inspect and copy any such documentation, video, or photographs.

3.5 SITE CONDITIONS SURVEYS
Work Included.

Contractor shall conduct thorough pre-construction and post -construction site condition surveys of the entire project area. Site Conditions surveys shall include D.

Levi’s Stadium Lighting Systems - Fixture Replacement
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written documentation of the conditions found, as well as photographs and video recordings of the area within at least 80 feet of any construction area and staging area.

The written notes, photographs, and video shall be suitable for forensic purposes to resolve any damage claims that may arise as a result of construction.

Submittals.

1. Written documentation of site condition survey at pre -construction and post- construction.

2. Photographs as described herein of pre- construction and post -construction conditions.

3. Video recordings as described herein of pre- construction and post -construction conditions.

4. Submittals shall be made within three days of the surveys. All post -construction data shall be submitted prior to the final project inspection.

Site Condition Written Documentation.

Written documentation shall include the time, date, and conditions under which the site survey was made. The documentation shall note the condition of structures, pavement, sidewalks, utilities, fences, and etc. within the work areas.

Photographs.

1. General – Contractor shall take enough photographs during each site survey to provide a record of conditions existing prior to construction and conditions after construction. Pre -construction photographs shall be taken prior to any construction or mobilization of equipment, but not more than one week prior to actual start of work. The pre-construction photographs may be staged at different times to match the progression of the Work.

2. The photographs shall document existing damage to public and private facilities, both prior to and after construction. Conditions to be documented include, but are not limited to: sidewalk cracks, broken curbs, separated property walls, improvements within pu blic right-of-ways, access roads used, utility covers and markings, signs, pavement striping, pavement, unique or unusual conditions, adjacent driveways, landscaping, survey markers, and any feature directed by the Stadium Manager’s Representative. Private property that is adjacent to the public right-of-way shall be documented to the extent visible from the public right-of-way.

3. Photographs shall include items to indicate scale, as needed. In particular, scales or other items shall be laid next to close ups of structural cracks and other damaged areas being recorded. Scaling shall also be used to document elevation differences, as needed.

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4. One set of color prints shall be submitted. Additional sets shall be available for reviewing in settling any construction disputes. A set of photos shall also be furnished in electronic format. The resolution shall be at least equal to 7 mega- pixels. All photos shall be documented as to time and date taken, photographer, project number, location, and orientation. Documentation shall include a brief description of objects photographed.

Video Recording.

1. Video recordings shall document the conditions of the entire area affected by construction, as well as nearby structures and facilities. The general documentation requirements for videos are the same as for photographs. Video recorders shall accurately and continuously record the time and date.

2. Video recordings shall include an audio portion made simultaneously during the videoing. The audio recording shall describe the location, time, orientation, and objects being recorded. Special commentary shall be provided for unusual conditions or damage noted.

3. Video equipment shall be capable of producing high resolution images and shall have zoom capabilities.

4. Video recordings shall provide an overall picture of the sites and shall provide detailed images of damaged areas. Video shall extend to the maximum height of structures.

5. The Stadium Manager’s Representative shall have the right to reject any audio video recordings submitted with unintelligible audio, uncontrolled pan or zoom, or of poor quality. Video recordings shall be repeated when rejected.

6. Video recordings shall be submitted with labels indicating the project, date, recorder, and other pertinent information. Recordings shall be submitted on standard DVDs in a standard format.

Timing.

Contractor shall provide written notice of the time scheduled for the site conditions survey and the place it is to begin. Contractor shall obtain the Stadium Manager’s Representative concurrence prior to beginning the condition survey. The Stadium Manager’s Representative reserves the right to cancel the survey due to weather conditions or other problems. Videoing shall be done during times of good visibility and no videoing or photography shall be done during periods of visible precipitation or when standing water obscures pavement. Contractor shall provide the Stadium Manager’s Representative with an opportunity to have a representative present when taking the photos and provide guidance during photographing.

Site Surveyor.

Levi’s Stadium Lighting Systems - Fixture Replacement
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The site condition surveyor(s) shall be experienced in construction and potential damage concerns. The site condition surveyor(s) shall be familiar with the photography and video equipment being used.

Field Quality Control.

Prior to submitting videos and photographs, the Contractor shall spot check the photos and videos in the field to insure they accurately reflect the actual conditions and to insure they are correctly labeled.

Soils Compaction Testing.

1. All soils compaction testing will be done by a licensed geotechnical engineer furnished by the Stadium Manager. Soils compaction testing will be done for all footings and foundations prior to placement of rebar or concrete.

2. For pipeline construction, soil compaction testing will be done at 100-foot intervals at the bottom of the trench prior to placement of pipe bedding; at the top of the pipe bedding above the pipe; every two vertical feet of trench backfill; at the top of the trench backfill, which should be the bottom of the pavement Section; and at the top of the aggregate base prior to pavement construction.

3.6 SUBMITTAL REQUIREMENTS FOR MANUALS AND RECORD DRAWINGS General. The Contractor shall furnish all materials and perform all Work required for furnishing submittals to Stadium Manager in accordance with Contract Documents.

Technical Manuals.

1. The Contractor shall submit technical operation and maintenance information for each item of mechanical, electrical and instrumentation equipment in an organized manner in the Technical Manual. It shall be written so that it can be us ed and understood by Stadium Manager’s operation and maintenance staff.

2. The Technical Manual shall be subdivided first by specification Section number; second, by equipment item; and last, by "Category." "Categories" shall conform to the following (as applicable):
(a) Category 1 - Equipment Summary:
(1) Summary: A summary table sha ll in dicate the e quipment name, equipment number, and process area in which the equipment is installed. (b) Category 2 - Operational Procedures:
(1) Procedures: Manufacturer -recommended procedures on the f ollowing shall be included in Part 2:
a. Installation
H.

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b. Adjustment
c. Startup
d. Location of controls, special tools, equipment required, or related instrumentation needed for operation
e. Operation procedures
f. Load changes
g. Calibration
h. Shutdown
i. Troubleshooting
j. Disassemb ly
k. Reassem bly
l. Realignment
m. Testing to determine performance efficiency
n. Tabulation of proper settings for all pressure relief valves, low and high pressure switches, and other protection devices
o. List of all electrical re lay settings including alarm and contact settings
(c) Category 3 - Preventive Maintenance Procedures:
(1) Procedures: Prevent ive maintenance proc edures shall include all manufacturer-recommended procedures to be performed on a periodic basis, both by removing and replacing the equipment or component, and by leaving the equipment in place.
(2) Schedules: Recommended frequency of preventive maintenance procedures shall be included. Lubrication schedules, including lubricant SAE grade, type, and temperature ranges, shall be covered. (d) Category 4 - Parts List:
(1) Parts List: A complete parts list shall be furnished, including a generic description and manufacturer's identific ation number for each part.

Addresses and telephone numbers of the ne arest supplier and parts warehouse shall be included.
(2) Drawings: Cr oss-sectional or exploded view drawings shall accompany the parts list.

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(e) Category 5 - Wiring Diagrams:
(1) Diagrams: Part 5 shall include complete internal and connection wiring diagrams for electrical equipment items.
(f) Category 6 - Shop Drawings:
(1) Drawings: This part shall include approved shop or fabrication drawings, complete with dimensions.
(g) Category 7 - Safety:
(1) Procedures: This part describes the safety precautions to be taken when operating and maintaining the equipment or working near it. (h) Category 8 - Documentation:
(1) All equipment warranties, affidavits, and certifications required by the Technical Specifications shall be placed in this part.

3. The Contractor shall furnish to Stadium Manager six (6) identical Technical Manuals. Each set shall consist of one or more volumes, each of which shall be bound in a standard binder.

Spare Parts List - The Contractor shall furnish to Stadium Manager six (6) identical sets of spare parts information for all mechanical, electrical, a nd instrumentation equipment. The spare parts list shall include the current list price of each spare part.

The spare parts list shall in clude those spare parts which each manufacturer recommends be maintained by Stadium Manager in inventory. Each manufacturer or supplier shall indicate the name, address, and telephone number of its nearest outlet of spare parts to assist Stadium Manager in ordering. The Contractor shall cross- reference all spare parts lists to the equipment numbers designated in the Contract Documents. The spare parts lists shall be bound in standard size, 3-ring binder.

Record Drawings

1. The Contractor shall maintain one record set of Drawings at the Site. On these, it shall mark all Project conditions, locations, configurations, and any other changes or deviations which may vary from the information represented in the original Contract Documents, including bu ried or concealed construction a nd utility features which are revealed during the course of construction. Special attention shall be given to recording the horizontal and vertical location of all buried utilities that differ from the locations indicated, or which were not indicated on the Contract Drawings. Said record drawings shall be supplemented by any detailed sketches as necessary or directed to fully indicate the Work as actually constructed. These master record drawings of the as-built conditions, including all revisions made necessary by Addenda and Change Orders shall be maintained up-to-date during the progress of the Project. Red ink shall be used for alterations and notes. Notes shall identify relevant Change Orders by number and date.

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2. For all Projects involving the installation of any pipeline, Contractor shall survey and record the top of the pipe at a minimum of every 100 linear feet, and at each bend, recording both the horizontal and vertical locations.

3. Record drawings shall be accessible to Stadium Manager’s Representative at all times during the construction period. Failure on the Contractor’s part to keep record drawings current could result in withholding partial payment.

4. Upon Completion of t he Project and as a condition of final acce ptance, the Contractor shall finalize and deliver a complete set of Record Drawings to Stadium Manager’s Representative. The information submitted by the Contractor will be assumed to be correct, and the Contractor shall be responsible for, and liable to Stadium Manager , for the accuracy of such information, and for any errors or omissions which may or may not appear on the Record Drawings.

Cost. Unless otherwise called for by the Contract Documents, the cost of all material, equipment, and labor required to complete the Manuals and Record Drawings shall be included in Contractor’s bid and distributed in the Schedule of Pay. No additional compensation shall be made to the Contractor for this Work.

3.7 MATERIALS
Materials to be Furnished by the Contractor

1. Inspection of Materials. Materials furnished by the Contractor which will become a part of the Project shall be subject to inspection at any one or more of the following locations, as determined by Stadium Manager’s Representative: at the place of production or manufacture, at the shipping point, or at the site of the Work. To allow sufficient ti me to provide for inspection, the Contractor shall submit to Stadium Manager’s Representative, at the time of issuance, co pies of purchase orders or other written instrument confirming procurement of the ma terials, including drawings and other pertinent information, covering materials on which inspection will be made.

2. No later than fourteen ( 14) Days prior to manufacture of ma terial, Contractor shall inform Stadium Manager’s Representative, in writing, the date the material is to be manufactured.

3. Contractors Obligations. The in spection of materials at any of the locations specified above or the waiving of the inspection thereof shall not impact whether the materials and equipment conform to the Contract Documents. Contractor will not be relieved from furnishing materials meeting the requirements of the Contract Documents due to Stadium Manager ’s inspection or lack of inspection of the equipment or materials. Acceptance of any materials will be made only a fter materials are installed in the Project.

4. Cost. Unle ss otherwise called for by the Cont ract Documents, the cost of all material, equipment, and labor required to accommodate Stadium Manager ’s testing efforts, in cluding an y travel required by Contractor’s forces, shall be E.

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included in Contractor’s bid and distributed in the Schedule of Pay Items related to the materials requiring testing. No additional compensation shall be made to the Contractor for this Work.

3.8 LOCAL CONDITIONS AND REQUIREMENTS
Access to Work and Haul Routes

1. General. All work on the rights-of-way necessary for access to the Site shall be performed by the Contractor.

2. Access, Da mage, Restoration. The Contractor shall make his own investigation of the condition of available public or p rivate roads and o f clearances, restrictions, bridge-load limits, permit or bond requirements, and other limitations that affect or may affect transportation and ingress or egress at the Site. Claims for changes in Contract Price or Co ntract Times arising out of the unavailability of transportation facilities or limitations thereon shall not be considered by Stadium Manager.

3. The Contractor shall maintain and repair any damage arising out of Contractor’s operations to all roads used during construction of the Project, and upon completion of all Work, but prior to final acceptance, the roads shall be restored to their original condition. Prior t o using any road for access to the Site, the Contractor shall conduct a photograph and/or video survey of the roadway with a copy submitted to Stadium Manager’s Representative.

4. Cost. Unless otherwise called for by the Contract Documents, the cost of all material, equipment, and labor required to complete this Work, shall be included in Contractor’s bid and distributed in the Schedule of Pay Items. No additional compensation shall be made to the Contractor for this Work.

Power. Contractor shall provide at its own expense all necessary power required for operations under the contract. The Contractor shall provide and maintain in good order such modern equipment and installations as shall be adequate in the opinion of the Stadium Manager’s Representative to perform in a safe and satisfactory manner the Work required by the contract.

Construction Water.

1. Construction water shall not be used for purposes other than those required to satisfactorily complete the contract.

2. All connections to the Stadium Manager's water system used for the purposes of obtaining construction water shall utilize a temporary construction meter and backflow prevention device supplied by the Stadium Manager. The Stadium Manager-furnished backflow prevention device shall be tested immediately after installation and the construction meter and backflow prevention device shall not be placed into service until the backflow prevention device passes such tests.

Backflow prevention device testing shall be performed in accordance with A.

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applicable standards, and test results shall be provided to the Stadium Manager’s Representative. If the temporary construction meter and backflow prevention device are moved to alternate location(s) during construction, the backflow prevention device shall again be tested as described above immediately after re- installation.

3. For each temporary construction meter requested by the Contractor for the performance of work under this contract, an amount equivalent to the deposit requirement for te mporary construction meters listed in the current approved version of the Stadium Manager ’s Policies and Procedures Manual shall be withheld from the final contract payment until the temporary construction meters are returned.

Operation of Existing Water Facilities

1. The Contractor shall not operate any of the existing water systems, including pumps, motors, and hydrants, but shall contact the Stadium Manager four (4 ) calendar days in advance with a list and location of the water system facilities that will require operating, opening, stopping, or closure by the Stadium Manager.

2. At the option of the Stadium Manager’s Representative, the Contractor may be permitted to operate valves for the purpose of making connections to existing mains. The Stadium Manager will perform all notification to existing customers regarding temporary loss of service.

3. Contractor shall submit a request on Stadium Manager’s standard form for any shut-down of existing water facilities.

Construction at Existing Utilities

1. General. Where the Work to be performed crosses or otherwise interferes with water, sewer, gas, or oil pipelines; buried cable; or other public or private utilities, the Contractor shall perform construction in such a manner so that no damage will result to either public or private utilities. It shall be the responsibility of the Contractor to determine the actual locations of, and make accommodates to maintain, all utilities.

2. Permission, Notice and Liability. Before any utility is taken out of service, permission shall be obtained by the Contractor from the owner. The owner, any impacted resident or business owner and the Stadium Manager Representative will be advised of the nature and duration of the utility outage as well as the Contractor’s plan for providing temporary utilities if required by the owner. The Contractor shall be liable for all damage which may result from its failure to maintain utilities during the progress of the Work, and the Contractor shall indemnify Stadium Manager as required by the Contract Documents from all claims arising out of or connected with damage to utilities encountered during construction; damages resulting from disruption of service; and injury to persons or damage to property resulting from the negligent, accidental, or intentional breaching of utilities.

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3. Cost. Unless otherwise called for by the Contract Documents, the cost of all material, equipment, and labor required to complete this Work, shall be included in Contractor’s bid and distributed in the Schedule of Pay Items. No additional compensation shall be made to the Contractor for this Work.

Traffic Control

1. General. Contractor sha ll abide by traffic con trol plans ap proved by the appropriate jurisdiction.

2. Protections. Roads subject to interference by the Work shall be kept open or suitable temporary passages through the Work shall be provided and maintained by the Contractor. The Contractor shall provide, erect, and maintain all necessary barricades, suitable and sufficient flasher lights, flag persons, danger signals, and signs, and shall take all necessary precautions for the protection of the Work and the safety of the public. No construction work along public or private roads may proceed until the Contractor has proper barricades, flasher lights, flag persons, signals, and signs in place at the construction site.

Cleaning Up

1. Contractor at all times shall keep premises free from debris such as waste, rubbish, and excess materials and equipment. Contractor shall not store debris under, in, or about the premises. Contractor shall also clean all asphalt and concrete areas to the degree necessary to remove oil, grease, fuel, or other stains caused by Contractor operations or equipment. The use of water, resulting in mud on streets, will not be permitted as substitute for sweeping or other methods. Dust control may require having a water truck onsite for the duration of the project, and/or use of temporary hoses and pipelines to convey water.

2. Contractor shall fully clean up the site at the completion of the Work. If the Contractor fails to immediately clean up at the completion of the Work, the Stadium Manager may do so and the cost of such clean up shall be charged back to the Contractor.

3.9 ENVIRONMENTAL QUALITY PROTECTION
Environmental Conditions

1. Contractor must comply with all applicable environmental laws, Project conditions, and constraints.

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2. Stadium Manager has considered these Environmental Conditions when determining the Contract Times and no additional time or compensation will be added to the Contract due to these Conditions.

Landscape and Vegetation Preservation

1. General. The Contractor shall exercise care to preserve the natural landscape and vegetation, and shall co nduct operations so as to prevent u nnecessary destruction, scarring, or defacing of the natural surroundings in the vicinity of the Work.

2. Damage and Restoration. Movement of crews and equipment within the rights-of- way and over routes provided for access to the Work shall be pe rformed in a manner to prevent damage to property. When no longer required, construction roads shall be restored to original contours.

3. Upon completion of the Work, and following re moval of construction facilities and required cleanup, land used for construction purposes and not required for the completed installation shall be scarified and regraded, as required, so that all surfaces are left in a condition that will facilitate natural revegetation, provide for proper drainage, and prevent erosion.

Protected Species

1. General. If, in the performance of the Work, evidence of the possible occurrence of any Federally listed threatened or endangered plant or animal is discovered, the Contractor shall notify the Stadium Manager Repr esentative immediately, giving the location and nature of the findings. Written confirmation of the evidence, location and nature of the findings shall be forwarded to Stadium Manager within 2 Days.

2. Procedures. The Contractor shall immediately cease all construction activities in the immediate area of the di scovery to the extent necessary to protect the endangered plant or animal.

If directed by the Stadium Manager Representative, Contractor will refrain from working in th e immediate a rea, suspend the Work in its entirety, or alter its performance to ensure full compliance with all applicable pe rmits, laws and regulations. Any Stadium Manager directed changes to the Work as a result of a siting will be pursuant to the Contract Documents.

3. False Siting. Any costs or delays incurred by Stadium Manager or the Contractor due to unreasonable or false notification of an endangered plant or animal will be borne by the Contractor.

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4. Cost. Unless otherwise called for by the Cont ract Documents, the cost of all material, equipment, and labor required to comply with this paragraph, shall be included in Contractor’s bid and distributed in the Schedule of Pay Items. No additional compensation shall be made to the Contractor for this Work.

Preservation of Historical and Archeological Resources

1. General. If, in the performance of the Work, Contractor should unearth cultural resources ( for example, human re mains, animal bones, stone tools, artifacts and/or midden deposits) through excavation, grading, watering or other means, the Contractor notify the Construction/Archeological Monitor and/or the Stadium Manager Representative immediately, giving the location and nature of the f indings. Written confirmation of the evidence, location and nature of the findings shall be forwarded to the Construction/Archeological Monitor and/or Stadium Manager within 2 Days.

2. Procedures. The Contractor shall immediately cease all construction activities in the immediate area of the discovery to the extent necessary to protect the cultural resource.

If directed by the Stadium Manager Representative, Contractor will refrain from working in the immediate area, suspend the Work in its entirety, or re-sequence and/or alter its performance to ensure full compliance with all applicable permits, laws and regulations. Should the presence of cultural resources be confirmed, the Contractor will assist the Stadium Manager Representative and the Construction/Archeological Monitor in the preparation and implementation of a data recovery plan. The Contractor shall provide such cooperation and assistance as may be necessary to preserve the cultural resources for removal or other disposition. Any Stadium Manager directed changes to the Work as a result of the cultural resource will be pursuant to the Contract Documents.

3. Contractor’s Liability. Should Contractor, without permission, injure, destroy, excavate, appropriate, or remove any cultural resource on or adjacent to the Site, it will be subject to disciplinary action, arrest and penalty under applicable law. The Contractor sh all be principally responsible for all co sts of mitigation and/or restoration of cu ltural resources r elated to the unauthorized actions identified above. Contractor sha ll be required to pay for unauthorized damage and mitigation costs to cultural resources (historical and archeological resources) as a result of un authorized activities th at damage cultural resources and sh all indemnify Stadium Manager pursuant to the Contract Documents.

4. Cost. Unless otherwise called for by the Contract Documents, the cost of all material, equipment, and labor required to comply with this paragraph, shall be included in Contractor’s bid and distributed in the Schedule of Pay Items. No additional compensation shall be made to the Contractor for this Work.

Dust and Pollution Control
D.

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1. Contractor shall provide all necessary material, equipment and labor to prevent and control the emission of dust and any other potential pollutant on site.

2. Contractor shall not discharge into the atmosphere from any source smoke, dust or other air co ntaminants in violation of the law, ru les, and regulations of t he governing agency.

3. Cost. Unless otherwise called for by the Contract Documents, the cost of all material, equipment, and labor required to comply with this paragraph, shall be included in Contractor’s bid and distributed in the Schedule of Pay Items. No additional compensation shall be made to the Contractor for this Work.

Fugitive Dust
NOT USED.

Management of Storm, Surface and Other Waters

1. Storm water, surface water, groundwater, and nuisance, or other waters may be encountered at various times during construction of the Project. Federal and State laws require the Stadium Manager and its contractors to manage such waters pursuant to the requirements of California State Water Resources Control Board Order Number 2009-0009-DWQ, the Federal Clean Water Act, and the California Porter Cologne Water Quality Control Act. Contractor acknowledges that it has investigated the risk arising from such waters in conjunction with the Project, and assumes any and all risks and liabilities arising therefrom.

2. The Contractor shall perform all construction operations in such a manner as to comply, and ensure all subcontractors to comply, with all a pplicable Fe deral, State, and local laws, orders, and regulations concerning the control and abatement of water pollution; and all terms and conditions of any applicable permits issued for the Project. In the event there is a conflict between Federal, State, and local laws, regulations, and requirements, the most stringent shall apply.

3. Contractor violations. If noncompliance should occur, the Contractor shall report this to the Stadium Manager Representative imm ediately, with the specific information submitted in writing within 2 Days. Consistent violations of applicable Federal, State, or local laws, orders, regulations, or Water Quality Standards may result in Stadium Manager stopping all site activity until compliance is ensured. The Contractor shall not be entitled to any change in Contract Price or Contract Times, claim for damage, or additional compensation by reason of such a work stoppage.

Corrective measures required to bring activities into compliance shall be at t he Contractor's expense.

4. Compliance with Construction General Storm water Permit. Contractor shall be required to comply with all aspects of the State Water Resources Control Board (State Board) Water Quality Order No. 2009-0009-DWQ, Nat ional Pollutant Discharge Elimination System Ge neral Permit for Storm Water Discharges Associated wi th Constructi on Activity (Permit) for all projects that involve F.

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construction on or disturbance of one acre or more of land or which are part of a larger common area of development.
(a) Contractor shall prepare and implement a Storm Water Pollut ion Prevention Plan (SWPPP) for the Project site based on the appropriate Risk Level requirements, and draft and coordinate submittal of all Permit r elated documents with Stadium Manager ’s Legally Responsible P erson and/or Authorized Signatory as those te rms are defined in t he Permit. The Contractor shall submit the SWPPP to the Stadium Manager Representative for review not less t han fifteen ( 15) Days prior to the sta rt of on- site construction work. Stadium Manager will file the Notice of Intent and pay the filing fee.
(b) The SWPPP shall be developed by a Qualified SWPPP Developer and implemented by a Qualified SWPPP Practitioner as those terms are defined in the Permit and shall include industry standard requirements for water quality control including but not be limited to the following:
(1) Sediment and erosion control measures to manage sediment and erosion including vegetative practices, st ructural cont rol, silt fences, straw dikes, sediment controls or operator controls as appropriate.

Storm water management measures shall be instituted as required, including velocity dissipate rs, and solid waste con trols shall address controls for building materials and offsite tracking of sediment. (2) Wastewater a nd storm water management controls to divert offsite surface flows around the Project site and to divert surface flows within the Project area away from areas of open earth or stockpiles of building and other materials. Wastewater from general construction activities, such as drain water collection, aggregate processing, concrete batching, drilling, grouting, or other construction operations, shall not enter flowing or dry watercourses without having met the authorized non-storm water discharge requirements lis ted in State Board Water Quality Order No. 2009-0009-DWQ, Section III.C., including proper notification to the Regional Water Board.
(3) Pollution pr evention measures inclu ding methods of dewatering, unwatering, excavating, or stockpilin g earth and rock materials which include prevention measures to control silting and erosion, and which will intercept and settle any runoff of sediment-laden waters. (4) Turbidity prevention measures for prevention of excess turbidity including, but are not restricted to, intercepting ditches, settling ponds, gravel filter entrapment dikes, flocculating processes, recirculation, combinations thereof, or other approved methods that are not harmful to aquatic life. All such wastewaters discharged into sur face waters, shall contain the least concentration of settleable material possible, and shall meet all conditions of Section 402, the National Pollutant Discharge Elimination System (NPDES) permit.
(5) Overall c onstruction site management measures to address changes at

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the Project site as the Project moves through different phases and changes that account for rainy and dry season management practices. (6) Pollution c ontrol measures and con struction act ivity methods that will prevent entrance, or accidental spillage, of solid matter, contaminants, debris, or other pollutants or wastes, into streams, flowing or dry watercourses, lakes, wetlands, r eservoirs, or underground water sources. Such pollutants and wastes include, but are not restricted to:
refuse, garbage, cement, sanitary waste, industrial waste, hazardous materials, ra dioactive su bstances, oil and other petroleum products, aggregate processing, tailings, mineral salts, and thermal pollution. (7) Control measures for stockpiled or de posited materials prohibiting the stockpile or deposit of excavated materials, or other construction materials, near or on stream banks, lake shorelines, or other watercourse perimeters where they can be washed away by high water or storm runoff, or can, in any way, encroach upon the watercourse. (8) Develop and implement a Rain Event Action Plan (REAP), if required, that must be designed and implemented to p rotect all ex posed portions of the site 48 hours prior to any likely precipitation event. (9) Monitoring, r eporting and record keeping, as necessary to achieve compliance with applicable Permit requirements, including but not limited to annual reports and rain event reports.
(c) Before any P ermit related documents, including the SWPPP, rain event reports, or annual reports may be submitted to the State Board or implemented on the Project site, they must first be reviewed and approved by Stadium Manager. (d) Stadium Manager retains the right to procure and maintain coverage under the Permit for the Project site if the Contractor fails to draft a SWPPP or other Permit related document, or fails to proceed in a manner that is satisfactory to Stadium Manager. Stadium Manager reserves the right to implement its own SWPPP at the Project site, and hire additional contractors to maintain compliance. Whether Contractor has adequately maintained complian ce with the Permit shall be Stadium Manager’s sole determination. In the event that Contractor has failed or is unable to maintain compliance with the Permit, any costs or fines incurred by Stadium Manager in implementing a SWPPP, or otherwise maintaining compliance with the Construction General Permit shall be paid by the Contractor.
(e) Failure to implement the SWPPP or otherwise comply with the Permit is a violation of federal and state law. Contractor hereby agrees to indemnify the Indemnified Parties as required by the Contract Documents for any noncompliance or alleged noncompliance with the Permit arising out of or in connection wi th the Project, except f or liability resulting fr om the sole established negligence, willful misconduct or active negligence of the Indemnified Parties. Stadium Manager may seek damages from Contractor for delay in completing the Contract in accordance with the Contract Documents, caused by Contractor’s failure to comply with the Permit.

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5. In addition to compliance with the Permit, Contractor shall comply with the lawful requirements of any applicable municipality, district, drainage district, flood control district, and other local a gencies regarding discharges of sto rm water, surface water, groundwater or other nuisance waters off of the Project site.

6. Oil storage tanks management.
(a) Storage tank placement. All oil or other petroleum product (hereinafter referred to collec tively as oil) storage tanks sh all be placed at least 20 feet from streams, flowing or dry watercourses, lakes, wetlands, reservoirs, and any other water source.
(b) Storage area dikes. Storage areas shall be diked at least 12 inches high or graded and sloped to permit safe containment of leaks and spills equal to the capacity of all tanks an d/or containers loca ted within each area, plus a sufficient amount of freeboard to contain the 25-year rainstorm. (c) Diked area barriers. Diked areas shall have an impermeable barrier at least 10 mils thick. Areas used for refueling operations shall have an impermeable liner at least 10 mils thick buried under 2 to 4 inches of soil. (d) Spill Prevention Control and Countermeasure Plan (SPCC). Where the location of a construction site is such that oil from an accidental spillage could reasonably be expected to enter into or upon the navigable waters of t he United States or adjoining shorelines, and the aggregate storage of oil at the site is over 1,320 gallons or a single container has a capacity in excess of 660 gallons, the Contractor shall prepare an SPCC Plan. The Contractor shall submit the SPCC Plan to the Stadium Manager’s Representative at least 30 days prior to delivery or storage of oil at the site. The Plan must have been reviewed and certified by a registered professional engineer in accordance with 40 C.F.R., part 112

7. Underground t ank prohibition. The Contractor shall not use underground storage tanks.

8. Construction safety standards. The Contractor shall comply with the sanitation and potable water requirements of Section 7 of United States Bureau of Reclamation's publication “Reclamation Safety And Health Standards.”

9. Other Permits.
(a) Other permits applicable to the Project are listed in the Special Conditions.

The Contractor shall obtain all other necessary licenses and permits. (b) Monitoring. The Contractor is required to conduct monitoring in order to meet the requirements of the permits, which may include sampling, te sting and inspections.
(c) Recordkeeping. The Contractor shall retain all records and data required by the permits for the time specified in the contract.

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10. Cost. Except as specified herein, t he cost of complying with this Section sha ll be included in t he Schedule of Pay Items for work which necessitate the water pollution prevention measures required by this paragraph.

Federal Aviation Association (FAA) Notice and Coordination.

1. Any temporary construction activity that exceeds 200 feet above ground level limitation requires the Contractor to give notice, coordinate and schedule the temporary construction activity with the FAA in advance of the activity. The Stadium Manager recommends two (2) weeks advance notice to the FAA, but it is the responsibility of the Contractor to obtain approval from the FAA prior to the activity. An example of an activity that might exceed the 200-foot elevation ceiling is a temporary crane operation to lift signs into place. The permanent location of any part of any sign installed as part of the Project may not exceed the 200- foot elevation ceiling above ground level in accordance with FAA restrictions.

Playing Surface Restriction.

1. Except as expressly authorized by the Stadium Manager, a t no time will the Contractor be allowed to use the turf playing field on the Project site to operate equipment, set up cranes or stage materials or equipment. All construction operations shall be conducted outside the limits of the turf playing field on the Project site.

END OF GENERAL REQUIREMENTS

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106 TECHNICAL SPECIFICATIONS

TECHNICAL SPECIFICATIONS

SUMMARY
This Project involves the replacement of the current metal halide stadium field lighting system with a new outdoor LED field lighting system.

SCOPE OF WORK

1. Base Bid Scope:
a. Contractor shall purchase and install pre -approved products (or approved or -equal substitutes) per the P lans and Specifications. Contractor shall e nsure proper disposal and/or recycling of old luminaires and other waste generated as part of the Project. b. C ontractor shall comply with all requirements of the Contract Documents in the performance of the Work including, without limitation, Document 26 05 00 (Electrical Requirements) and applicable divisions therein as required. c. Contractor is informed that all circuiting design in the Plans and Specifications is based on MUSCO fixtures and equipment for a color rendering index (CRI) of 80 criteria. In the event Contractor utilizes an approved or -equal substitute product for this or any other manufacturer specific element of the Work, Contractor shall ensure its installation, start- up, and commissioning complies with all applicable manufacturer recommended and mandated requirements such that Stadium Manager receives equivalent operability. d. Contractor shall retain and pay for the services of an independent testing firm to perform inspections and tests as required through startup, certification, energization and final acceptance by Stadium Manager.
e. Contractor shall avoid and immediately correct lighting output spillage during construction and throughout any applicable warranty periods.
f. Contractor shall coordinate with Stadium Manager personnel to ensure no power and communication interruptions to any scheduled events.
g. Contractor is informed the Base Bid Scope includes RGBW lighting fixtures per the Plans and Specifications.
h. All fixtures, equipment, hardware and software as well as different monitoring and control systems require different levels of shop drawings submittals and carry different warranty durations and requirements. A biennial lighting measurement shall be provided by the lighting fixture manufacturer by and through Contractor for the benefit of the Stadium Manager during the respective installation and fixtures warranty periods to ensure performance compliance.

2. Deductive Alternate Bid Item #1 : Removal of RGBW fixtures and all associated requirements

Levi’s Stadium Lighting Systems - Fixture Replacement
of Major Outdoor Lighting / LED Retrofit / Sports
Lighting Project
RFB Number: RFB-FY24-0066
107 TECHNICAL SPECIFICATIONS

a. Contractor will eliminate RGW light fixtures (64 fixtures) per 17E2- 0, Sports Lighting – Overall Plans and Notes of the Plans and Specifications.

3. Additive Alternate Bid Item #2: CRI of 90 and all associated requirements a. Contractor will provide a CRI of 90 (520 fixtures) per 17E2- 0, Sports Lighting – Overall Plans and Notes of the Plans and Specifications.

4. The Contractor shall provide all materials, equipment, tools, labor, fees, supervision and project management necess ary to complete the Project. Except as otherwise specified herein, Contractor is responsible for obtaining all permits and approvals from authorities having jurisdiction over the Project as may be necessary to complete the Project.

5. Refer to the Plans and Specifications referenced below for additional information.

PLANS AND SPECIFICATIONS
Follow the hyperlink to download the following Plans and Specifications and permit card for this Project:

PERMITS
Stadi
um Manager has submitted the Plans and Specifications for the Project to the City of Santa Clara for permit. Contractor shall retrieve the building permit at the City of Santa Clara Permit Center, located at 1500 Warburton Avenue, Santa Clara, CA 95050, prior to starting the Work.

Contractor is required to coordinate with City building officials, testing firm, and Stadium Manager for required inspections and commissioning for the Project.

GENERAL REQUIREMENTS

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

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

3. Cleaning and Protection
a. Protect all adjacent equipment, material and property. b. 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. c. Upon completion of the Work, remove unused materials, debris, containers, footing forms and equipment from the Project site. Remove protective coverings and clean the exposed surfaces of the Work to remove dirt, stains and other substances, by methods

Levi’s Stadium Lighting Systems - Fixture Replacement
of Major Outdoor Lighting / LED Retrofit / Sports
Lighting Project
RFB Number: RFB-FY24-0066
108

as recommended by manufacturers.

MATERIALS

1. Contractor shall perform the Work in accordance with the requirements specified in the Technical Specifications and Plans and Specifications.

2. Refer to the Notice Inviting Bids regarding requirements associated with “or-equal” substitutions. Contractor shall be solely responsible for ensuring and verifying the parts, equipment, and materials required to complete all Work on the Project, including any approved “or-equal” substitutes, are compatible with existing equipment and systems.

SUBMITTALS

1. Contractor shall submit parts and pieces identified in the “Materials” section of this document to the Stadium Manager or its designee for review and approval.

INSTALLATION

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

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

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

SCHEDULE

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

Levi’s Stadium Lighting Systems - Fixture Replacement
of Major Outdoor Lighting / LED Retrofit / Sports
Lighting Project
RFB Number: RFB-FY24-0066
109 EXHIBIT “A”
Change Order Form

EXHIBIT “A”

CHANGE ORDER FORM
Forty Niners Stadium Management Company LLC

Contract Change Order #

Project: Change Order No.:

Orig. Contract Amt.:

Days

Contract No.:

Contractor: Prev. Appvd. Changes: $ Days
Owner: Forty Niners Stadium Management
Company LLC
This Change: $ Days
Revised Contract Amt.: $ Days

This Change Order covers changes to the subject Contract as described herein. The Contractor shall construct, furnish equipment and materials, and perform all work as necessary or required to complete the Change Order items for a lump sum price agreed upon between the Contractor and Forty Niners Stadium Management Company LLC, otherwise referred to as Owner.

Item
No.

Description of Changes
Increase/
(Decrease)
in Contract
Amount
Contract
Time
Extension,
Days

1 2

Totals

4900 Marie DeBartolo Way
Santa Clara, CA 95054

Levi’s Stadium Lighting Systems - Fixture Replacement
of Major Outdoor Lighting / LED Retrofit / Sports
Lighting Project
RFB Number: RFB-FY24-0066
110 EXHIBIT “A”
Change Order Form

The amount of the Contract will be increased by the sum of $_______________ and the Contract Time shall be extended by ____ calendar days. The undersigned Contractor approves the foregoing Change Order #___ as to the changes, if any, in the Contract Price specified for each item including any and all supervision costs and other miscellaneous costs relating to the change in work, and as to the extension of time allowed, if any, for completion of the entire work on account of said Change Order #___. The Contractor agrees to furnish all labor and materials and perfor m all other necessary work, inclusive of the directly or indirectly related to the approved time extension, required to complete the Change Order items. This document will become a supplement of the Contract and all provisions will apply hereto. It is understood that the Change Order shall be effective when approved by the Owner.

Contractor accepts the terms and conditions stated above as full and final settlement of any and all claims arising out of or related to the subject of this Change Order and ackn owledges that the compensation (time and cost) set forth herein comprises the total compensation due for the work or change defined in the Change Order, including all impact on any unchanged work. By signing this Change Order, the Contractor acknowledges a nd agrees that the stipulated compensation includes payment for all Work contained in the Change Order, plus all payment for any acceleration or interruption of schedules, extended overhead costs, delay, and all impact or cumulative impact on all Work under this Contract. The signing of this Change Order acknowledges full mutual accord and satisfaction for the change and that the stated time and/or cost constitute the total equitable adjustment owed the Contractor as a result of the change. The Contractor hereby releases and agrees to waive all rights, without exception or reservation of any kind whatsoever, to file any further claim or request for equitable adjustment of any type, for any reasonably foreseeable cause that shall arise out of, or as a result of, this Change Order and/or its impact on the remainder of the Work under the Contract.

Accepted:

(Signature) Contractor’s Authorized Representative Date

Recommended:

(Signature) [**INSERT NAME, TITLE**] Date

Approved:

(Signature) [**INSERT NAME, TITLE**] Date

Item
No.

Justification for Change(s)

1 2

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-925 Agenda Date: 10/22/2024

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on Stadium Manager’s Request to Execute a Second Amendment to the Concessions Operating Agreement with Levy Premium Foodservice Limited Partnership

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

BACKGROUND
The Forty Niners Stadium Management Company (the “Stadium Manager”) and Levy Premium Foodservice Limited Partnership (the “Concessionaire”) entered into a Concessions Operating Agreement, dated February 20, 2018, as amended by a First Amendment dated June 1, 2021 (collectively the “Agreement”), under which the Stadium Manager granted the Concessionaire the right to provide certain food, beverage and catering services at Levi’s Stadium in Santa Clara, California (the “Stadium”).

The Agreement stipulates the Concessionaire shall provide all Food and Beverage Services in a professional, "First Class" manner. First Class means that Concessionaire's services shall be of the highest quality offered in NFL stadiums, commensurate with the current standards at three (3) top- quality NFL stadiums and in accordance with: 1) the terms of this Agreement; 2) all applicable legal requirements; 3) all reasonable standards established from time to time by the Manager relating to health, safety, quality, design, operating matters, and customer satisfaction (i.e. fans) and; 4) all rules and regulations imposed by the Stadium Manager relating to the use of the Stadium.

The Concessionaire is also required to provide sufficient inventory of Refreshments at the Stadium, and at each point-of-sale within the Stadium operated by Concessionaire, in order to fulfill Concessionaire's obligations to provide the Food and Beverage Services for the entirety of each Event at the Stadium. The Concessionaire acknowledges and agrees that Concessionaire shall maintain inventory (at all times, at each location selling such items) of the top five revenue generating items in each of the Food, Alcoholic Beverages, and Non-Alcoholic Beverages categories, as determined by the previous year's sales for similar event types or as selected by the Stadium Manager in its sole discretion.

The Agreement provides two types of calculations to determine Levy’s payments: one for NFL events, which is calculated based on the Forty Niners SC Stadium Company, LLC’s ("StadCo") Share of Net Receipts; and one for Stadium Authority’s Commissions for Non-NFL Events, which is calculated based on a percentage of the Gross Receipts. The Stadium Manager is requesting the Stadium Authority to amend the agreement to amend the definition of Net Receipts that will result in the shifting of more responsibility of the joint operational costs to StadCo. The new terms have no financial impact on the Stadium Authority and revenues that it receives, nor do the terms impact the City of Santa Clara Printed on 10/18/2024Page 1 of 3
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24-925 Agenda Date: 10/22/2024
Concessionaire’s operational standards.

DISCUSSION
The Stadium Manager is requesting the Stadium Authority to amend the agreement to change the split of the Joint Operating Costs in the “Net Receipts” definition in the Agreement from “Fifty-One Percent (51%) of Joint Operating Costs - a fixed rate - to a pro rata share of Joint Operating Costs - a variable rate - using the percent of Gross Receipts from NFL Events over the total Gross Receipts from both Stadium Authority Events and NFL Events for such Fiscal Year. The pro rata share of Joint Operating Costs shall be 70% for NFL Events, and 30% for Stadium Authority Events for the fiscal year ending March 31, 2024. For all other years, the pro rata share of Joint Operating Costs shall be estimated at the start of each Fiscal Year at 70% for NFL Events, and 30% for Authority Events, and then settled not later than the thirtieth (30th) day after the end of the Fiscal Year. Such modifications shall apply only to the Fiscal Year ending March 31, 2024, and subsequent Fiscal Years.

Below are the Net Receipts and Joint Operating Costs definitions in the Agreement:

Net Receipts:

Refer to the total amount of Gross Receipts from NFL Events less StadCo Operating Costs, fifty-one percent (51%) of the Joint Operating Costs, the Annual Preference Payment, the Renewal and Replacement Amount for Gross Receipts from NFL Events, the Annual Management Fee, the Concessionaire Preference Payment, and the Investment Use Fee.

Joint Operating Costs:

Refer to, collectively, Concessionaire's (i) non-attributable costs incurred in connection with Concessionaire's operation of the Food and Beverage Services at the Stadium and the Outside Areas in accordance with the terms of this Agreement, including, but not limited to, cost of office supplies, postage, computer software, network connections, information systems infrastructure, telephone service, accounting and reporting, mutually agreed upon background checks of employees and vendors, payroll costs, including reasonable fringe benefits, employee benefits, and training costs; (ii) costs incurred for pest control, trash removal, janitorial service, cleaning expenses, including, but not limited to, the cost of supplies that cannot be attributed to Stadium Authority Events or NFL Events; (iii) cost of Utility Services; (iv) the cost of uniforms if provided by Concessionaire; (v) cost of governmental charges, such as the cost of obtaining and maintaining all necessary or required licenses or permits; (vi) cost of Smallwares and Customer Surveys; (vii) items specifically identified elsewhere in this Agreement as a Joint Operating Cost; and (viii) any other costs actually and reasonably incurred by Concessionaire in connection with the Food and Beverage Services not directly attributable to a Stadium Authority Event or NFL Events, all as replied by Concessionaire to Manager on a monthly basis in substantially the form attached hereto as Exhibit B (as the same may be modified from time to time by mutual agreement).

Staff Analysis: The amendment offers terms that modify how the Net Receipts are calculated, which will result in a shift of more costs to StadCo’s side of the ledger. The Stadium Authority’s payment is based on a percentage of the Gross Receipts, therefore this amendment does not have any financial impact on the Stadium Authority revenues received under this agreement. The result is that StadCo pays a larger portion of the Joint Operating Costs and the Concessionaire pays a smaller portion.

For the reasons outlined above, staff recommends Board approval of the Stadium Manager’s request to execute the Second Amendment to the Concessions Operating Agreement with Levy.

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24-925 Agenda Date: 10/22/2024

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
There are no direct financial impacts to the Stadium Authority. However, this agreement continues to be of interest to the Stadium Authority as the quality of Levy’ concessions services and their capital investments are important to Levi’s Stadium’s operations and standard of care.

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

RECOMMENDATION
Approve the Stadium Manager’s request to execute a Second Amendment to the Concessions Operating Agreement with Levy Premium Foodservice Limited Partnership on the terms presented.

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

ATTACHMENTS

1. Original Concessions Operating Agreement with Levy

2. First Amendment to the Concessions Operating Agreement with Levy

3. Proposed Second Amendment to the Concessions Operating Agreement with Levy City of Santa Clara Printed on 10/18/2024Page 3 of 3
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CONCESSIONS OPERATING AGREEMENT
By And Between

FORTY NINERS STADIUM MANAGEMENT COMP ANY LLC
And

LEVY PREMIUM FOODSERVICE LIMITED PARTNERSHIP
Dated February 20, 2018
Table of Contents
Page
ARTICLE I Definitions ................................................................................................................. 2 ARTICLE II Leasehold Improvements; Transitional Services ................................................... 13

2.1 Manager's Responsibilities . .............................................................................. 13

2.2 Concessionaire's Responsibilities . .................................................................... 14

2.3 Concessionaire's Transitional Services ............................................................ 14

2.4 Transitional Payments; Audit Rights ............................................................... 17 ARTICLE III Grant of Operating Rights and Obligations; Term ................................................ 17

3.1 Scope of Operating Rights and Obligations; Reservation of Rights . ............ 17

3.2 Permission to Occupy and Use Facilities and Equipment .............................. 27

3.3 Term .................................................................................................................... 28 ARTICLE N Certain Responsibilities of Manager and of Concessionaire ................................ 29

4.1 Maintenance; Repair; Replacement.. ............................................................... 29

4.2 Access . ................................................................................................................. 29

4.3 Security . .............................................................................................................. 29

4.4 Utility Services; Telecommunications .............................................................. 30

4.5 Parking ................................................................................................................ 31 ARTICLE V Payments & Investments; Reports ......................................................................... 32

5.1 Payments & Investments ................................................................................... 32

5.2 Collection Responsibility ................................................................................... 35

5.3 Records; Accounting; Audits; Budgets ............................................................ 36 ARTICLE VI Additional Duties of Concessionaire .................................................................... 40

6.1 Management of Operations ............................................................................... 40

6.2 Personnel. ............................................................................................................ 41

6.3 Licenses and .Permits . ........................................................................................ 44

6.4 Compliance with Laws, Policies and Programs . ............................................. 44

6.5 Failure to Maintain Licenses and Permits ....................................................... 46

6.6 Hours of Operation ............................................................................................ 46

6.7 Special Events ..................................................................................................... 46

6.8 Cleaning and Refuse . ......................................................................................... 46

6.9 Deliveries ............................................................................................................. 49

6.10 Liens . ................................................................................................................... 49

6.11 Products and Prices . .......................................................................................... 50

6.12 Branded Products; Licensed Products ............................................................. 51

6.13 Annual Plans; Approval Procedure . ................................................................ 51

6.14 Alterations; No Rights in Facilities . ................................................................. 52

6.15 Advertising Restrictions .................................................................................... 53

6.16 Website ................................................................................................................ 54

6.17 Safety Plan . .......................................................................................................... 54

6.18 Ethical Standards for Concessionaire .............................................................. 54 - i -
ARTICLE VII Indemnification and Insurance ............................................................................ 55

7.1 Indemnification . ................................................................................................. 55

7.2 Concessionaire's Insurance ............................................................................... 56 ARTICLE VIII Assigmnent. ........................................................................................................ 60

8.1 Concessionaire's Assignment. ........................................................................... 60

8.2 Manager Assignment ......................................................................................... 61

8.3 Replacement of Manager . ................................................................................. 61 ARTICLE IX Termination ........................................................................................................... 61

9.1 Termination by Manager . ................................................................................. 61

9.2 Termination by Concessionaire ........................................................................ 62 9 .3 Effect of Termination or Expiration . ............................................................... 63 ARTICLE X Casualty Event ....................................................................................................... 64 ARTICLE XI Miscellaneous ....................................................................................................... 65

11.1 Applicable Law ................................................................................................... 65

11.2 No Waiver ........................................................................................................... 65

11.3 No Brokers .......................................................................................................... 66

11.4 Binding Effect. .................................................................................................... 66

11.5 Whole Agreement; Captions ............................................................................. 66

11.6 No Joint Venture ................................................................................................ 66

11.7 Notices; Approvals ............................................................................................. 66

11.8 Invalidity ............................................................................................................. 68

11.9 No Third-Party Beneficiary . ............................................................................. 68

11.10 Limitation of Liability . ...................................................................................... 68

11.11 Specific Performance . ........................................................................................ 69

11.12 Subordination ..................................................................................................... 69

11.13 Information Technology .................................................................................... 69

11.14 Further Acts . .................... .-................................................................................. 70

11.15 Confidentiality .................................................................................................... 70

11.16 Survival. .............................................................................................................. 71

11.18 Effectiveness of this Agreement . ....................................................................... 71 EXHIBITS:

EXHIBIT A-Drawings and Plans
EXHIBIT B -Sample Budget/Operating Costs Report
EXHIBIT C -Outside Areas
EXHIBIT D -Office and Storage Space
EXHIBIT E-Employee Training Program(s)
EXHIBIT F -Service Levels
EXHIBIT G-Manager's Share ofNet Receipts & Authority's Commissions - ii -
EXHIBIT H-Ethical Standards for Concessionaire
EXHIBIT I-Affidavit of Compliance with Ethical Standards EXHIBIT J -Sample Event Checklist
EXHIBIT K- Cost F&B Services Reporting
EXHIBIT L - Transitional Expenses
- iii -
, __ /

CONCESS IONS OPERAT ING AGREE MENT
THIS CONCESSIONS OPERATING AGREEMENT (this "Agreement") is made as of February 20, 2018 ("Effective Date"), and is by and between FO RTY NINERS STAD IUM MANA GEMENT COMP ANY LLC , a Delaware limited liability company ("Mana ger"), and LEV Y PRE MIUM FOOD SE RVI CE LIMITED PARTNE RSHIP, an Illinois limited partnership ("Concessionaire").

WITNESSETH :

WHEREAS, 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"), have entered into a certain Ground Lease dated as of March 28, 2012 (as the same may be 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 constructed a multi-purpose stadium (the "S tadium").

WHEREAS, the Authority and FORTY NINERS SC STADIUM COMPANY, LLC, a Delaware limited liability company ("StadCo"), have entered into a certain Amended and Restated Stadium Lease Agreement dated as of June 19, 2013 ( as the same may be 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.

WHE REAS , StadCo and FORTY NINERS FOOTBALL COMP ANY LLC, a Delaware limited liability company ("Team") have entered into a certain Amended and Restated Sublease Agreement dated as of June 19, 2013 (as the same may be amended from time to time, the "Team Sublease"), pursuant to which, during the term of the Team Sublease, the Team plays 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;
WHEREAS , the Authority, StadCo and Manager have entered into a certain Stadium Management Agreement dated as of March 28, 2012 (as the same may be amended from time to time, the "Stadium Management Agreement"), pursuant to which the Manager manages 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; WHEREAS , pursuant to the Stadium Management Agreement, the Manager is required to provide for the sale of food and beverages at the Stadium through concessionaires selected by StadCo and the Authority or the Manager at the request of StadCo and the Stadium Authority; WHEREAS , Concessionaire is engaged in the concession and catering business and is experienced in (i) selling food, Alcoholic Beverages and non-Alcoholic Beverages and other products, and (ii) providing premium quality concession and catering services at arenas, stadiums and other sports ente1iainment facilities throughout the United States; 1 WHE REAS , by their acceptance and acknowledgment of this Agreement where indicated below, the Authority and StadCo have selected Concessionaire to provide certain food, beverage, and catering services at the Stadium, and have authorized the Manager to enter into this Agreement;
WHE REAS, in furtherance of the Concessionaire's selection by the Authority and StadCo as indicated herein, and the authorization given to the Manager to enter into this Agreement, the Manager and Concessionaire desire to enter into this Agreement whereby Concessionaire shall have the right to provide, and Concessionaire agrees to provide, certain food, beverage, and catering services at the Stadium, subject to the te1ms and conditions of this Agreement, the Stadium Lease and the Stadium Management Agreement.

NOW , THEREFORE , in consideration of the premises hereto and the mutual covenants hereinafter set forth, the Manager and Concessionaire agree as follows:

ARTI CLE I
Definitions
The following tenns shall have the meanings set forth below:

Accounting Period: shall mean a calendar month, of which there must be twelve (12) within each full Fiscal Year.

Additional lndemnitees: 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), StadCo and its Affiliates, the Team, DeBartolo Corporation, 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 instit ution from time to time holding a lien or indenture upon Manager's interest in the Stadium, the Stadium Lease or the Stadium Management Agreement.

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 the terms "controlling" and "controlled" have meanings correlative to the foregoing.

Agreement: shall have the meaning set forth in the recitals to this document.

Alcohol Laws: shall have the meaning set forth in Section 6.4(d).

Alcoholic Beverage Policy: shall mean the rules, policies and procedures established from time to time by Manager in respect of the sale, distribution, promotion and consumption of Alcoholic Beverages at the Stadium.
- 2 -
Alcoholic Beverages: shall mean all alcoholic drinks, including liquors, beers and wines and other malt or brewed beverages.

All-Inclusive F&B Services: shall have the meaning set forth in Section 3.l(d).

All-Inclusive F&B Service Areas: shall have the meaning set forth in Section 3. l(d).

Annual Management Fee: shall have the meaning set forth in Section 5.l(c).

Annual Preference Payment: shall have the meaning set forth in Section 5 .1 (b ).

Architectural Drawings: shall mean certain design and architectural drawings for the Stadium, including the Food and Beverage Facilities, the Leasehold Improvements and Equipment, as more fully identified on Exhibit A, and as amended by the Authority, Manager, or their respective Affiliates.

Authority: shall have the meaning set forth in the recitals to this Agreement.

Authority's Commissions: shall have the meaning set forth in Section 5. l(a).

Authority Events: shall mean Non-NFL Events and Catered Events.

Authority Operating Costs: shall mean, collectively, Concessionaire's costs directly attributable to Authority Events, including (i) cost of goods sold at Authority Events (less any discount/rebate received by Concessionaire for such items); (ii) labor costs incurred in connection with Concessionaire's operation of the Food and Beverage Services at the Stadium and the Outside Areas at Authority Events in accordance with the terms of this Agreement, including, but not limited to, payroll taxes, employee parking and shuttle costs; (iii) uncollectible amounts at Non-NFL Events from the Food and Beverage Services and any cash bar at a Catered Event, including, but not limited to, uncollectibles from credit/debit card activity, provided that such amounts shall not exceed .35% ofrevenues from such event; (iv) the laundering of uniforms for Authority Events; (v) equipment rentals for Authority Events; (vi) cost of pest control, trash removal, janitorial service, cleaning expenses, including, but not limited to, the cost of supplies, that can be attributed to Authority Events; (vii) items specifically identified elsewhere in this Agreement as an Authority Operating Cost; ( viii) insurance costs incurred by Concessionaire in connection with providing the insurance required pursuant to this Agreement that can be attributed to Authority Events; and (ix) any other costs actually and reasonably incurred by Concessionaire in connection with the Food and Beverage Services directly attributable to Authority Events, all as reported by Concessionaire to Manager on a monthly basis in substantially the form attached hereto as Exhibit B (as the same may be modified from time to time by mutual agreement). The Parties acknowledge and agree that costs from Cost F&B Services requested by Authority or in connection with Authority Events shall not be included as an Authority Operating Cost.

Branded Products: shall mean food or beverage products identified by a unique brand which are specifically required by Manager (for example, a brand such as "Pepsi").

Budget: shall have the meaning set forth in Section 5.3G). - 3 -
I
Catered Event(s): shall mean any event or activity, including but not limited to events or activities held before, during and after Events, that is not open or available to the general public and where services are to be paid for on a group basis by a Person (provided that Gross Receipts from Catered Events shall include receipts from any cash bar associated with such event), including activities such as weddings, parties, receptions and meetings, to be held in one or more areas within the Stadium such as conference, banquet, bar, lounge, meeting, catering and event facilities as Manager or its designee shall deem appropriate under the circumstances.

Celebrity Chef and Celebrity Chef Program: shall have the respective meanings set forth in Section 3.l(k).

City: The City of Santa Clara, Santa Clara County, California.

Club Areas: shall mean the premium areas identified in the Architectural Drawings as the "Club Level" (as may be modified or updated by Manager in its sole discretion) or any named "Club" areas within the Stadium.

CMMS: shall have the meaning set forth in Section 6.8(±).

Commencement Date: shall mean April 16, 2018.

Common Areas: shall mean all loading docks and facilities, freight elevators, common passage areas, employee locker rooms, employee rest rooms, and appurtenant easement and access areas thereto in the Stadium, provided such Common Areas are reasonably necessary for Concessionaire's operation of the Food and Beverage Services, but shall not include any Excluded Areas.

Concessionaire: shall have the meaning set forth in the recitals to this Agreement.

Concessionaire Preference Payment: shall have the meaning set fmth in Section 5 .1 ( c ).

Concessionaire Surveys: shall mean Manager surveys, the secret shopper surveys, "voice of the fan" surveys, and third-party customer surveys developed and implemented in accordance with Section 3.l(h).

Cost F&B Services: shall have the meaning set forth in Section 3.l(d).

Customer Information: shall have the meaning set forth in Section 5.3(k).

Default Rate: shall mean a rate per annum equal to the lesser of (i) fifteen percent (15.0%) and (ii) the maximum non-usurious rate permitted by applicable law, with adjustments in that varying rate to be made on the same date as any change in that rate.

Discounts: shall mean any reduction in standard sales price offered through a coupon, code, or other method, as determined by Manager in its sole discretion, for the purchase of Refreshments or other Food and Beverages Services offered by Concessionaire. - 4-
7 East Legacy Club: shall mean the Club Area identified as the "East Legacy Club" in the Architectural Drawings.

Effective Date: shall have the meaning set forth in the recitals to this Agreement.

Employee Meal Program: shall have the meaning set forth in Section 3. l( b).

Employee Training Programs: shall have the meaning set forth in Section 6.2(c ).

Environmental Laws: shall mean any and all federal, state and local statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, pe1mits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

Equipment: shall mean all equipment, machinery, furniture, Point of Sale Devices, cash registers, security equipment, major appliances, Portables, and other tangible property, other than Smallwares, Leasehold Improvements and Office Equipment, used or needed to receive, store, freeze or refrigerate, transport, prepare, cook, display, sell and account for Refreshments at the Stadium.

Event(s): shall mean any event open to the public at large held at the Stadium. For purposes of calculating the Manager's Share of Net Receipts and the Authority's Commissions, Events operated by the Team or StadCo (or by Manager on behalf of the Team or StadCo) shall be "NFL Events," and Events operated by the Authority ( or by Manager on behalf of the Authority) shall be "Non-NFL Events."
Excluded Areas: shall mean Team and visiting team locker rooms, offices of the Authority, Manager or any of their respective Affiliates or agents, back of house dressing rooms and staging areas, restaurant areas, merchandise retail areas including all "49ers Team Stores", and other similar areas designated from time to time by the Manager, in its sole discretion.

Excluded Expenses: shall mean costs not to be included in Authority Operating Costs, StadCo Operating Costs, or Joint Operating Costs, such costs being the sole responsibility of Concessionaire, and shall include (i) any legal fees not incurred in the normal course of business (i.e., litigation costs, settlement costs); (ii) insurance deductible payments; (iii) uncollectible amounts at Events from the Food and Beverage Services, including, but not limited to, uncollectibles from credit/debit card activity, provided that such amounts exceed .35% of revenues from such event; (iv) Transitional Expenses incmTed by Concessionaire; (v) ammtization of debt or other tax-deductible write-offs; (vi) corporate software or services costs incmTed by Concessionaire not directly attributable to the Stadium; and (vii) any other costs incurred by Concessionaire that are not directly attributable to the Food and Beverage Services offered by Concessionaire at the Stadium.

Fiscal Year: shall mean the twelve (12) month period commencing April I of each year after the execution of this Agreement, except that the first Fiscal Year will commence on the Commencement Date and end on the next following March 31. If this Agreement expires or - 5 -
terminates on a date other than March 31 of a patiicular year, there shall be a partial last Fiscal Year ending on the date of such tennination.

Food and Beverage Facilities: shall mean all of those areas within the Stadium or the Outside Areas to be occupied and used by Concessionaire in connection with the perf01mance of its obligations hereunder relating to Food and Beverage Services, including Concessionaire's kitchen and commissary and food and beverage service storage areas, food and beverage wash areas, pantry areas, food preparation and food and beverage cleaning areas, cafeterias, concession stands, bars, buffets, vending areas, portable stands, condiments stands, cooking, preparation, display and other back-of-house areas for Club Areas and lounges, administrative offices, money counting and record-keeping rooms dedicated to Concessionaire's operations located within the Stadium, all as shown as Concessionaire's areas on Exhibit A (as the same may be modified from time to time by the Authority or StadCo pursuant to the Stadium Lease, or the Manager on their behalf), but shall not include any Service Areas ( except for purposes of properly controlling the sale and consumption of Alcoholic Beverages within such Service Areas), Common Areas or Excluded Areas; and all Leasehold Improvements constructed as part thereof in accordance with the Architectural Drawings.

Food and Beverage Services: shall mean the procurement, preparation, transportation, storage, service and sale of Refreshments by Concessionaire at the Stadium and Outside Areas in accordance with this Agreement, including club level concessions, services provided in lounges, Suites and restaurants, In Seat Delivery, and all game day and non-game day catering at the Stadium and Outside Areas.

Force Majeure: shall mean an act of God, riot, invasion, fire, flood, earthquake, .to1nado, storm, accident, strike, employee lockout or walk-out, or government interference, regulation, appropriation or rationing or any other event or condition similar to those enumerated above, that would render impossible a party's ability to perform hereunder; provided, that any NFL strike or other NFL work stoppage shall not be considered a "Force Majeure" event as applied to Manager.

General Concessions Sales: shall mean the sale of Refreshments, including all food, Alcoholic Beverages and non-Alcoholic Beverages, by Concessionaire at the Stadium and Outside Areas in accordance with this Agreement, excluding (a) In Seat Delivery, (b) the sale of Refreshments in the Club Area(s), Suites and restaurants, and (c) game day and non-game day catering at the Stadium and Outside Areas.

Governmental Authority: shall mean any and all applicable courts, boards, agencies, commissions, offices or authorities of any nature whatsoever of any governmental or quasigovernmental unit (federal, state, county, district or municipal), whether now or hereafter in existence.

Gross Receipts: shall mean the total amounts received or charged by Concessionaire or any agent or employee of Concessionaire from operations conducted throughout the Stadium and the Outside Areas hereunder, less Sales Taxes, gratuities, Service Charges paid out to Concessionaire's employees, Concessionaire employee meals, Cost F&B Services, credit card fees, Licensed Product Charges, amounts not received from bad debts associated with Catered - 6 -
Events, and items sold at cost with the prior approval of Manager, including Cost F&B Services; "Gross Receipts" shall include the net amounts received by Concessionaire from third-party subcontractors, but not the amount of gross receipts generated by such subcontractors at the Stadium.

Hazardous Substance: shall mean, as of any date: (a) any petroleum or petroleum products, flammable explosives, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, and transformers or other equipment that contain dielectric fluid containing polychlorinated biphenyls (PCBs); (b) any chemicals or other materials or substances which as of such date are defined as or included in the definition of "hazardous substances," "hazardous wastes," "hazardous materials," "extremely hazardous wastes," "restricted hazardous wastes," "toxic substances," "toxic pollutants," "contaminants," "infectious wastes," "pollutants" or words of similar import under any Environmental Law; and ( c) any other chemical or other material or substance, exposure to which or use of which as of such date is prohibited, limited or regulated under any Environmental Law.

Home Game: shall mean those NFL games (preseason, regular season, or post-season, excluding any SuperBowl) played at the Stadium by the San Francisco 49ers professional football team (such San Francisco 49ers players not to constitute "replacement players" or similar players).

House Charges: shall have the meaning set forth in Section 3.l(c).

Hub for Next Generation Sports Entertainment Fund: shall have the meaning set forth in Section 5.l(g).

In Seat Delivery: shall mean the sale and delivery of Refreshments ordered via portable electronic application and delivered to the customer's seat or premium area.

In Seat Delivery Fees: shall mean any fees added to orders placed for In Seat Delivery apart from the prices of the individual Refreshments and any gratuity provided to the delivery person, as determined in the Manager's sole discretion.

In Seat Delivery Product Sales: shall mean the gross In Seat Delivery sales, less In Seat Delivery Fees, Sales Taxes, and any gratuity paid to the delivery person.

Industry Member: shall have the meaning set f01ih in Section 6.4 (d).

Initial Capital Investment: shall have the meaning set forth in Section 5.l(e).

Innovation Fund: shall have the meaning set forth in Section 5.l(f).

Investment Use Fee: shall have the meaning set f01ih in Section 5.l(k).

IPTV: shall have the meaning set f01ih in Section 6.11 (b ).

Joint Operating Costs: shall mean, collectively, Concessionaire's (i) non-attributable costs incurred in connection with Concessionaire's operation of the Food and Beverage Services - 7 -
at the Stadium and the Outside Areas in accordance with the terms of this .Agreement, including, but not limited to, cost of office supplies, postage, computer software, network connections, information systems infrastructure, telephone service, accounting and repmiing, mutually agreed upon background checks of employees and vendors, payroll costs, including reasonable fringe benefits, employee benefits, and training costs; (ii) costs incuned for pest control, trash removal, janitorial service, cleaning expenses, including, but not limited to, the cost of supplies that cannot be attributed to Authority Events or NFL Events; (iii) cost of Utility Services; (iv) the cost of uniforms if provided by Concessionaire; ( v) cost of governmental charges, such as the cost of obtaining and maintaining all necessary or required licenses or permits; (vi) cost of Smallwares and Customer Surveys; ( vii) items specifically identified elsewhere in this .Agreement as a Joint Operating Cost; and (viii) any other costs actually and reasonably incuned by Concessionaire in connection with the Food and Beverage Services not directly attributable to an Authority Event or NFL Events, all as repo1ied by Concessionaire to Manager on a monthly basis in substantially the fonn attached hereto as Exhibit B ( as the same may be modified from time to time by mutual agreement).

Leasehold Improvements: shall mean all equipment, fixtures, finishes, cabinetr·y, and construction results that are included in the Food and Beverage Facilities and attached to the physical building structure by more than an electrical or gas connection and all necessary and adequate Utility Systems for the Food and Beverage Facilities.

Legal Requirements: shall mean any and all applicable present and future laws, statutes, ordinances, decisions, decrees, rulings, rules, codes, procedures, orders, regulations, pe1mits, certificates, licenses, and any other requirements of any Governmental Authority including, but not limited to, the City of Santa Clara Worker Retention Ordinance and Minimum Wage Ordinance, any safety laws, health laws, Environmental Laws and laws regarding the rights of and obligations of the handicapped and disabled, including the Occupational Safety and Health Act and the .Americans with Disabilities Act, each as amended from time to time.

Licensed Products: shall mean any products that Manager requires Concessionaire to sell or services Concessionaire is required to use and for which Concessionaire is required to pay a Licensed Products Charge. Only such products or services which Manager specifically requires shall qualify as Licensed Products. For the avoidance of doubt, Alcoholic Beverages shall not qualify as Licensed Products.

Licensed Products Charges: shall mean the royalty, franchise and/or license charges and advertising contributions and other similar charges actually paid by Concessionaire to the holder of any intellectual property rights (such as a trademark owner) in connection with the sale or use of any Licensed Products required by Manager.

Losses : shall have the meaning set forth in Section 7.l(a).

Manager: shall have the meaning set forth in the recitals to this .Agreement.

Manager Assignee: shall have the meaning set forth in Section 8.2.

Manager's Share of Net Receipts: shall have the meaning set forth in Section 5.l(a). - 8 -
Management Team : shall mean the management team employed by Concessionaire at the Stadium, which as of the Commencement Date is contemplated to include (but will not be limited to) a VP Hospitality, Director of Operations, Assistant Director of Operations - Concessions, Assistant Director of Operations - Premium, Director of HR, Staffing/Scheduling Manager, Controller, Accounting Manager, Executive Chef, Executive Sous Chef, Sous Chef - Premium, Sous Chef - Premium (seasonal), Sous Chef - Concessions (seasonal), Sous Chef - Concessions, Director of Purchasing, Two (2) Purchasing Managers, Director of Concessions, GM Concessions, Two (2) Sr. Concessions Managers, Two (2) Concessions Managers, Concessions Manager (seasonal), In Seat Service Manager (seasonal), GM Suites, Senior Suites Manager, Two (2) Suites Managers, Director of Corporate Sales, Two (2) Catering Managers, GM Clubs, Sr. Club Manager, Club Manager, Two (2) Club Managers (seasonal), El5 Manager.

Beverage Manager .. The job description for each of the foregoing employees will be subject to Manager's approval, provided that the parties acknowledge that the scope of job responsibilities and titles may vary by mutual agreement from time to time.

Marketing Fund: shall have the meaning set fmih in Section 3. l (x).

Mortgage: shall have the meaning set fmih in Section 11.12.

Naming Rights Suite: shall mean the Suite designated by Manager from time to time as the "Naming Rights Suite".

Net Receipts: shall mean the total amount of Gross Receipts from NFL Events less StadCo Operating Costs, fifty-one percent (51 %) of the Joint Operating Costs, the Annual Preference Payment, the Renewal and Replacement Amount for Gross Receipts from NFL Events, the Annual Management Fee, the Concessionaire Preference Payment, and the Investment Use Fee.

NF L: shall mean the National Football League.

Office Equipment : shall mean all office furnishings, equipment and other personal property, including all computers, software, security equipment, fax machines and copiers, that are necessary or desirable to enable Concessionaire to fulfill its obligations under this Agreement.

Outsid e Areas: shall mean those areas sun-ounding the Stadium, including plazas, parking lots and Stadium grounds, shown on Exhibit C, excepting Excluded Areas.

Own ers Club : shall mean the Club Area identified as the "Owners Club" in the Architectural Drawings.

Own ers Suites : shall mean those Suites identified as the "Owners Suites" in the Architectural Drawings.

Person: shall mean any individual, corporation, partnership, limited liability company, association, trnst or other entity whatsoever.
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Point of Sale Devices: means the specific technological devices used to receive payment for Food and Beverage Services as provided by Manager for use by Concessionaire throughout the Term; it being understood that such devices may include, without limitation, computerized cash registers, credit/debit card swipe terminals and tags, hand held wireless transponders, radio frequency identification devices and any other type of device ( cun-ent or future) that can track and store sale data at a point of sale.

Portables: shall mean any portable concession stands and bars, carts and kiosks used for the Food and Beverage Services, as applicable.

Premium Concessions Services: shall have the meaning set forth in Section 3.l( e).

Refresh Invest ment: shall have the meaning set fmth in Section 5.l( h).

Refreshments: shall mean all food and Alcoholic and non-Alcoholic Beverage products, including meals, snacks, confections, candies and all other food and beverage products.

Renewal and Replacement Account: shall have the meaning set forth in Section 5.1 (1).

Renewal and Replacement Amount: shall mean, on an annual basis during each Fiscal Year of the Term, two percent (2%) of Gross Receipts from both NFL Events and Authority Events, to fund periodic repairs and replacements of Equipment and Smallwares and other ongoing improvements of the Food and Beverage Services at the Stadium, as detennined by Manager.

Sales Taxes: shall mean any and all taxes assessed based on the sales price of Refreshments or services rendered hereunder (other than any income or franchise taxes), whether assessed against the customer and collected by Concessionaire for the government or otherwise, including but not limited to any and all value added taxes that may be assessed hereafter.

Service Areas: shall mean the Common Areas in which Food and Beverage Services are provided to customers in accordance with this Agreement, including the Suites, Club Amas, lounges, bars and areas in which Catered Events are held, but excluding the Excluded Areas.

Service Charges: shall mean the amounts charged for Catered Events and the sale of Refreshments in the Suites or Club Areas or in other areas where such charges are deemed to be commercially reasonable by Concessionaire and Manager; provided, that any such charges that are greater than twenty-one percent (21 %) of the amount of the invoice or the amount of the sale shall require Manager approval. Such charges shall be included in Gross Receipts and subject to Authority Commissions, except as paid out to Concessionaire's employees. The paities acknowledge and agree that a percentage of such charges shall be paid out to Concessionaire's employees in accordance with any applicable collective bargaining agreement or Legal Requirements, and as mutually agreed upon by the parties.

Smallwares: shall mean the kitchen tools of the trade, table top appliances, and chafing dishes, serviceware, portable fixtures, utensils, pots, pans, crockery, glassware, dishware, linens, display caits, table skirting, cutlery and recycling and composting containers used or reasonably necessary for use in providing the Food and Beverage Services under this Agreement. - 10 -
St adCo: shall have the meaning set forth in the recitals to this Agreement.

StadCo Operating Costs: shall mean, collectively, Concessionaire's costs directly attributable to NFL Events, including (i) cost of goods sold at NFL Events (less any discount/rebate received by Concessionaire); (ii) labor costs incurred in connection with Concessionaire's operation of the Food and Beverage Services at the Stadium and the Outside Areas at NFL Events in accordance with the terms of this Agreement, including, but not limited to, payroll taxes, and employee parking and shuttle costs; (iii) uncollectible amounts at NFL Events from the Food and Beverage Services, including, but not limited to, uncollectibles from credit/debit card activity, provided that such amounts shall not exceed .35% of revenues from such event; (iv) the laundering of uniforms for NFL Events; (v) equipment rentals for NFL Events; (vi) cost of pest control, trash removal, janitorial se1vice, cleaning expenses, including, but not limited to, the cost of supplies, that can be attributed to NFL Events; (vii) cost of new uniforms if Manager requests changes to the uniforms as a result of a Stadium naming rights change during the first eight (8) Fiscal Years; (viii) items specifically identified elsewhere in this Agreement as a StadCo Operating Cost; (ix) insurance costs incurred by Concessionaire in connection with providing the insurance required pursuant to this Agreement that can be attributed to NFL Events; and (x) any other costs actually and reasonably incuned by Concessionaire in connection with the Food and Beverage Services directly attributable to NFL Events, all as reported by Concessionaire to Manager on a monthly basis in substantially the form attached hereto as Exhibit B (as the same may be modified from time to time by mutual agreement). The Parties acknowledge and agree that costs from Cost F&B Services requested by StadCo or Team or in connection with NFL Events shall not be included as a StadCo Operating Cost.

StadCo Suite(s): shall mean Suites designated by Manager from time to time as Suites to be used for marketing, promotional or other internal purposes by StadCo and its Affiliates, including any unsold Suite(s) utilized for such purposes. The Food and Beverage Services to be provided to one such StadCo Suite shall be provided on a complimentary basis. Any other StadCo Suite(s) shall be charged at cost.

Stadium: shall have the meaning set forth in the recitals to this Agreement.

Stadium Lease: shall have the meaning set forth in the recitals to this Agreement.

Stadium Management Agreement: shall have the meaning set forth in the recitals to this Agreement.

Stadium Rights: shall mean all intellectual, industrial and other proprietary rights in and to (1) the design, structure or image of the Stadium or any entertainment facility therein; (2) Events held at the Stadium, including the right to copy, reproduce or otherwise utilize the same, and the copyrights and trademarks related thereto; and (3) the naming, sponsorship or other rights for the Stadium, the Team, or Events.

Stadium Safety and Security Plan : shall mean the Public Safety Plan for the Stadium, as defined in the Stadium Lease.
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Suites: shall mean the private viewing boxes located in the Stadium and identified as "Suites" in the Architectural Drawings.

Team: shall have the meaning set forth in the recitals to this Agreement.

Team Suites : shall mean the Suites designated by Manager from time to time as the "Home Team Owners' Suite", the "Visiting Team Owners' Suite" and the Suites utilized by Team employees and their guests, Team sponsors and prospective sponsors, and as reasonably designated by Manager on behalf of Team.

Term: shall have the meaning set forth in Section 3.3.

Third Party Caterer: shall have the meaning set forth in Section 3.l (e).

Transitional Expenses: shall have the meaning set forth in Section 2.3(d).

Transitional Period : shall have the meaning set forth in Section 2.3.

Trophy Club(s) : shall mean the Club Area(s) identified as the "Trophy Club(s)" in the Architectural Drawings.

Trophy Suites : shall mean the Suites identified as the "Trophy Suites" m the Architectural Drawings.

Utility Systems : Any water, sewage (including but not limited to all permit fees and tap fees), gas, plumbing and general lighting, electrical service, sprinkler and fire safety, telephone and telecommunication and security facilities (including telephone and telecommunications equipment), piping (including storm and waste drains and all lines, drops and heads for sprinklers), ductwork, grease extraction ductwork, conduit, wiring (including all electrical panel boards and transformers), outlets and connections and mechanicals (as applicable); heating, ventilating, and air conditioning equipment, ductwork, fans and electrical components; all applicable elevators and escalators; all Alcoholic Beverage and non-Alcoholic Beverage conduit; and all chases and drains, and electrical lines related thereto.

Utility Services: shall mean water, gas and electricity services directly related to Food and Beverage Services. As used herein, water shall mean water fit for human consumption and in compliance with all applicable laws, rules, regulations and orders.

Waste Reduction and Recycling Plan: shall have the meaning set forth in Section

6. 8(b).

West Legacy Club: shall mean the Club Area identified as the "West Legacy Club" in the Architectural Drawings.
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ARTICLE II
Leasehold Improvements; Tr ansitional Services

2.1 Manager's Responsibilities.
(a) On or before the Commencement Date and throughout the Term, the Stadium, including all Food and Beverage Facilities and all Service Areas and the Leasehold Improvements therein, shall have been made ready for use, substantially as described in the Architectural Drawings and related construction specifications, with such changes or amendments thereto as the Authority, Manager and their respective Affiliates shall deem necessary or advisable.
(b) On or before the Commencement Date, any additional inventory of Equipment and Smallwares shall have been purchased and installed at the Stadium so that such Equipment and Smallwares will be available for their intended use by Concessionaire on the Commencement Date. Concessionaire agrees to advise and participate in the selection of the Equipment and Smallwares above and beyond the current inventory at the Stadium.
( c) Manager agrees and acknowledges that it will provide or cause to be provided, during the Term, designated office and storage space within the Stadium for use by Concessionaire, with such initial space being depicted in Exhibit D to this Agreement. The location of such office and storage space shall be in the sole discretion of Manager, and 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. Should Manager exercise its right under this Section 2.1 ( c ), Manager shall find suitable substitute alternate space for the office and storage space then occupied by Concessionaire. Concessionaire shall be responsible for dismantling Office Equipment and storage equipment, packing, carting, unpacking, re-assembly and all similar aspects of any move, with oversight and reasonable assistance from Manager.

2.2 Concessionaire's Responsibilities.
(a) On an ongoing basis during the Term, as requested by Manager, Concessionaire shall, and shall cause its consultants, architects and other advisors to, regularly consult, actively participate with, and assist the Authority, Manager and their respective Affiliates, architects, consultants and other advisors with respect to updating the design, construction and equipping of the Food and Beverage Facilities and other alterations to the Stadium developed from time to time after the Effective Date, including by pmiicipating in Stadium construction and improvement design reviews and related work sh·eams.
(b) Subject to the terms of this Agreement, Concessionaire shall pay for all costs and expenses necessary to fulfill its obligations under this Agreement. Prior to the Commencement Date, Concessionaire and Manager shall determine any updates or changes necessary to the uniforms, Office Equipment and warehouse and transportation - 13 -
equipment as required to perform the Food and Beverage Services pursuant to this Agreement, and Concessionaire shall be responsible for providing such mutually approved unifonns, Office Equipment, and warehouse and transportation equipment, the cost of which shall be a Joint Operating Cost.

2.3 Concessionaire's Transitional Services.

During the period from the Effective Date through the Commencement Date (the "Transitional Period"), in order to facilitate a proper and orderly transition of the Food and Beverage Services at the Stadium to Concessionaire, Concessionaire shall perform the following services (collectively, the "Transitional Services"):
(a) Active Consultation. Concessionaire shall, and shall cause its consultants, architects and other advisors to, actively paiticipate and consult with Manager with respect to updates and changes to the design, construction, and equipping of the Stadium, including by paiticipating in Stadium improvement design reviews and related work streams; attend all conferences (in person or by telephone) and teleconferences as requested by Manager; assist with and comment on (but not produce) criteria, studies, analyses, repmts, comments, drawings and other documents as requested by Manager; resolve any problems that may arise concerning Concessionaire's responsibilities and work, provide clarifying details as required by Manager; and make recommendations regarding changes or updates to the design and location of areas of the Stadium for which services will be provided by Concessionaire under this Agreement. When necessary, and to the extent requested by Manager, Concessionaire shall consult with public agencies and other organizations. Concessionaire shall attend all Stadium design, development, interface and coordination meetings which may be required by the City or other governmental entities and their departments to review matters related to the Stadium, promote the mutual understanding of the work in progress, and expedite the completion of the work.
(b) Operating Standard . Concessionaire shall: (i) take all actions reasonably necessary to cause the Food and Beverage Services at the Stadium to be ready by the Commencement Date in accordance with such standai·ds, policies, and programs as the Authority and StadCo may, in their sole discretion, choose to implement, including standards and policies applicable to all phases of operation and programs such as purchasing programs, sales, marketing and promotion programs, accounting programs and methods, and quality improvement programs; and (ii) comply with all rules, regulations and policies implemented, from time to time, by the NFL, related to use or operation of the Stadium, that is consistent with practices of Manager, StadCo, and the Authority.
( c) Personnel. Concessionaire shall perform the following responsibilities to allow the Concessionaire to satisfy its obligations hereunder:
(i) identify a Management Team and such other Concessions personnel as are necessary or advisable for the proper staffing of the Food and - 14 -
Beverage Services prior to the Commencement Date in accordance with the terms and conditions of this Agreement;
(ii) obtain the prior, written consent of Manager for any and all changes to the Management Team; and, within fifteen (15) business days of the removal of a Management Team member, provide Manager with the resume of a qualified, proposed replacement, the appointment of which Manager may in its sole discretion, reject; and
(iii) if requested by Manager, arrange for other personnel with stadium experience to assist with the transition of the Food and Beverage Services at the Stadium to Concessionaire.
( d) Expense Reporting. Concessionaire shall submit a report to StadCo detailing all costs and expenses actually incun-ed by Concessionaire in the fulfillment of its obligations under this Section 2.3 ( collectively, "Transitional Expenses") that are categorized as an Authority Operating Cost, a StadCo Operating Cost, or a Joint Operating Cost. Such rep01t shall be in a form to be agreed between StadCo and Concessionaire.
(e) Initial Inventory; Equipment. Concessionaire shall cooperate with Manager to prepare an inventory of Equipment (including Pmtables) and Smallwares located in the Stadium, and will, as requested by Manager, develop a plan for any updates or changes thereto within sixty (60) days of the Effective Date. In addition, Concessionaire shall, as and to the extent requested by Manager, assist Manager in the acquisition of the new or updated inventory of Equipment and Smallwares, which will allow for the full operation of the Stadium by the Commencement Date. New or updated Portables, Smallwares, Point of Sale Devices, and menu boards may be purchased as required, utilizing the Renewal and Replacement Account, for the efficient perf01mance of the Food and Beverage Services, as determined by Manager or as determined by Concessionaire and approved in writing by Manager.
(f) Licenses and Permits. Concessionaire shall apply for and procure (in the name of the pmty designated by Manager, unless otherwise required by the applicable governmental authority) prior to the Commencement Date all licenses and permits for providing Food and Beverage Services as required by the Santa Clara County Health Depaitment, other governing agencies, and/or at the request of Manager. The cost to apply for and procure the licenses and permits shall be a Joint Operating Cost notwithstanding the fact that the cost is incun-ed during the Transitional Period. (g) Computer Services. To the extent that any of the computer services required to be provided under this Agreement are needed to be implemented, installed and/or tested during the Transitional Period to accommodate the timely and orderly transition of the Food and Beverage Services at the Stadium, Concessionaire will, as and to the extent requested by Manager, provide such services not less than thirty (30) days prior to the Commencement Date.
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(h) Initial Budget. Within ninety (90) days of the Effective Date, Concessionaire shall prepare and deliver to the Manager for review, a proposed operating plan and budget for Concessionaire's initial Fiscal Year, including financial and operational goals for the Branded Products, Catered Events, Club Areas, All-Inclusive areas, General Concessions Sales, In Seat Delivery, Suites and vending machines market segments, service fees, commissions, and itemized tactics directed at meeting each such goal.
(i) Development of Unique Food and Beverage Services. Concessionaire shall use its best efforts to develop (in cooperation with Manager and such other designees and consultants for Manager that may be engaged in their discretion, including third-party chefs and food and beverage product providers) unique Stadium-specific food and beverage offerings and Food and Beverage Services concepts ( collectively, "Proprietary Stadium Concepts"). All Proprietary Stadium Concepts shall be sufficiently documented by Concessionaire in such detail ( descriptive and graphical) as shall be satisfactory to Manager, with copies filed with Manager. To the extent the Proprietary Stadium Concepts incorporate a design or slogan developed specifically for Manager or any Proprietary Stadium Concept that is unique to the Stadium, Concessionaire shall not use such design or slogan, or recreate such Proprietary Stadium Concept, for use in any other venue managed by Concessionaire. By way of example, if Concessionaire develops a speciality hot dog product called a "Faithful Frank," which such specialty hot dog contains an ingredient not typically associated with hot dogs, Concessionaire shall not recreate such speciality hot dog or use the term "Faithful Frank" in any other venue managed by Concessionaire. Notwithstanding the foregoing, nothing herein shall limit Concessionaire's right to (x) serve hot dog products at other venues or (y) serve a substantially similar speciality hot dog if (and only if) such specialty product is being reproduced, in whole or in pait, legally by other similar food and beverage providers (wherever located), provided in no event shall Concessionaire serve a substantially similar specialty hot dog in the northern California during the Te1m, unless authorized by Manager. Subject to the foregoing sentence, Concessionaire hereby grants to each of the Authority and StadCo an exclusive, perpetual, transferable, sub-licensable, royalty-free and fully-paid up license to utilize, implement, copy or reproduce the Proprietary Stadium Concepts, create derivative works based on the Proprietary Stadium Concepts ("De rivative Concepts"), utilize and implement the Derivative Concepts, and incorporate the Proprietary Stadium Concepts and Derivative Concepts into one or more collective new concepts and reproduce the Proprietary Stadium Concepts and Derivative Concepts as incorporated into such collective concepts, in their sole discretion. The Authority, StadCo and Concessionaire further acknowledge and agree that their respective obligations set fo1th in the immediately preceding sentence shall survive the te1mination of this Agreement.

2.4 Transitional Payments; Audit Rights .
(a) Payment of Transitional Expenses . Except as provided herein, Concessionaire shall be responsible for all of its expenses and related costs necessary and advisable for Concessionaire to fulfill its obligations under Section 2.3 of this Agreement during the Transitional Period, as detailed in Exhibit L to this Agreement. - 16 -
(b) Audit Rights. Manager shall, at any time prior to the Commencement Date and during the six (6) months following the Commencement Date, have the right upon reasonable prior written notice to Concessionaire, for the purpose of verifying Transitional Period expenses, to audit and verify all books and records of Concessionaire pertaining to Transitional Period expenses that are categorized as Authority Operating Costs, StadCo Operating Costs, and Joint Operating Costs. Any audit and verification pursuant to this Section shall be conducted in such a fashion as to interfere as little as reasonably practicable with Concessionaire's normal business operations and during normal business hours. Concessionaire shall cooperate with Manager and its auditors in connection with such audit and shall promptly make available to Manager and its auditors any and all information relating to the Stadium that they may reasonably request in connection with such audit.

ARTICLE III
Grant of Oper ating Rights and Obligations; Term

3.1 Scope of Operating Rights and Obligations; Reservation of Rights. ( a) Subject to the terms of this Agreement, Manager hereby, on behalf of the Authority and StadCo, grants Concessionaire the exclusive rights to provide, and Concessionaire hereby agrees to provide, the Food and Beverage Services in the Stadium and throughout the Outside Areas for all Events and Catered Events held at the Stadium during the Term at the levels of service identified in Exhibit F; and Concessionaire acknowledges that such agreement includes the requirement that, on or before the Commencement Date, Concessionaire shall have procured and secured all personnel, Refreshments, and any additional Smallwares and Equipment necessary to provide Food and Beverage Services in the Stadium and, as applicable, throughout the Outside Areas for an Event and/or Catered Event(s) occurring on the Commencement Date in a first class manner. Notwithstanding the foregoing or anything else to the contrary in this Agreement, the grant to Concessionaire shall not (i) include any right to provide Food and Beverage Services in any Excluded Area, unless otherwise requested by the Manager or, with the consent of Manager, authorized promoters of Events or licensees or lessees of the Stadium; (ii) preclude the Authority, Manager, any of their respective Affiliates or, with the consent of Manager, other licensees or lessees of the Stadium or their sponsors from providing, from time to time, reasonably-sized free samples of Refreshments; (iii) include the right to receive any membership dues or other similar payments collected at the Stadium in respect of Club Areas, Suites, or any other services or activities; (iv) preclude or inhibit Manager from ordering Refreshments to any location in the Stadium or Outside Areas from any Third Paiiy Caterer (as defined below), including the sale of such Refreshments to guests within such area by Manager or such Third Paiiy Caterer at any time; and (v) preclude or inhibit, in any manner, Manager's exercise of its rights under this Section 3 .1.
(b) Concessionaire shall provide a mutually agreed Event-day meal service to those employees and contractors of Concessionaire, the Authority, Manager and any of their respective Affiliates engaged in work at the Stadium (the "Employee Meal - 17 -
Program") in a location(s) as mutually agreed upon by the parties. The Employee Meal Program shall consist of entrees and sides, which shall be prepared in an economical and efficient manner consistent with the reasonable expectations of Manager. Concessionaire shall charge the employees and contractors the fixed per-customer price for the Employee Meal Program of the cost of such meal, as mutually agreed upon the Concessionaire and Manager. In addition, Concessionaire shall provide officers and executives of Manager and any of its Affiliates Refreshments and any services in respect of a Catered Event requested by any of them at cost and shall provide Refreshments and any services in respect of a Catered Event for Team partners or sponsors at a mutually agreed upon discounted rate, and the amount of such discount will be excluded from Gross Receipts.

All charges for the Employee Meal Program and Refreshments under this Section 3.l(b) shall be payable by the applicable employees and contractors by an agreed upon unique identifier (with payment assurance reasonably acceptable to Concessionaire), cash or credit card ( or by such other method of payment that is then commonly accepted for any retail sale), and not the Authority, StadCo, Manager or any of their respective Affiliates (unless they elect to pay for their employees or contractors or other designated Persons).

Concessionaire's charges for a Catered Event that was requested by Authority, StadCo, Manager or any of their respective Affiliates shall be invoiced to the requesting Person within two (2) days following such Catered Event; any such invoice shall set forth in reasonable detail all food and beverage items provided and the costs of each, including labor, and such invoice shall be paid within thniy (30) days of receipt. Except as may otherwise be· approved by Manager, Concessionaire shall not sell Refreshments to Manager's Event-day employees or contractors at a concession stand or public outlet during any time that the Stadium is open to the general public. (c) Concessionaire shall provide Food and Beverage Services: (i) in the Team Suites and StadCo Suite(s), (ii) for members of the media on Event days in media areas and media dining areas selected by Manager, and (iii) to the Authority, Manager, and their respective Affiliates at meetings, events and functions conducted by any of them at the Stadium. Except as otherwise provided in the definition of StadCo Suite(s) above, the Food and Beverage Services to be provided in each case under clauses (i) through (iii) shall be charged at cost. Such Food and Beverage Services shall be provided as requested by the Authority, Manager or their respective Affiliates, as the case may be, and shall be billed to (A) Manager, in the case of the Team Suites and StadCo Suite(s) and the media on the date of the Team's game following such Event, and (B) the applicable party (the Authority, Manager or the applicable Affiliate of either) conducting the meeting, event or function under clause (iii) above. All revenues received by Concessionaire pursuant to this Section 3. l (c) shall be deemed "House Charges" for purposes of this Agreement and shall not be included in Gross Receipts or charged separately to StadCo Operating Costs, Authority Operating Costs, or Joint Operating Costs. Manager and Concessionaire shall jointly develop a system to ensure the correct accounting for such House Charges. House Charges shall be payable to Concessionaire by the applicable Person to whom they are billed as indicated above, within thirty (30) days after billing. Concessionaire shall not offer any discounts ( other than those reflected in House Charges or as part of the Discounts) to customers at the Stadium without the prior written approval of Manager. - 18 -
(d) Concessionaire shall provide Food and Beverage Services in the Owners Club, West Legacy Club, East Legacy Club, and in such other areas as Manager may designate from time to time in its sole discretion (collectively, when used on an all inclusive basis, the "All-Inclusiv e F&B Service Ar eas"), on an "all-inclusive" basis for designated NFL and/or Authority Events (the "All-Inclusiv e F&B Services").

Concessionaire shall, with input from and the approval of Manager, develop the menus and determine the product selection (but not Brand selection with respect to Alcoholic Beverages) and service setup for such all-inclusive services. Concessionaire and Manager shall mutually agree on the price per person for all-inclusive services at All Inclusive F&B Service Areas operated by Concessionaire; provided, that such pricing shall be sufficient to cover Concessionaire's reasonable, direct costs of providing Food and Beverage Services to the All-Inclusive F&B Service Areas and the pricing for such All-Inclusive F&B Services shall include a profit-margin substantially similar to Concessionaire's profit-margin for the other Food and Beverage Services provided by Concessionaire at the Stadium. A separate invoice shall be rendered for such all inclusive services after each Event, which invoice shall include such back-up cost documentation as Manager may reasonably request. Manager may elect to exclude certain Refreshments (such as Alcoholic Beverages) from the all-inclusive services, in which event Concessionaire shall provide for direct payment by customers, by cash, credit card or an agreed upon unique identifier (with payment assurance reasonably acceptable to Concessionaire), for those Refreshments specifically excluded from the all inclusive services. Incremental revenues from all sales of Refreshments in All-Inclusive F&B Service Areas, and all revenues from sales of excluded items, shall be included in Gross Receipts. For All-Inclusive F&B Service Areas, the Employee Meal Program, House Charges, and any other "at cost" Food and Beverage Services to be provided by Concessionaire hereunder (collectively, "Cost F&B Services"), Concessionaire shall provide for Manager's approval, in advance of the designated Event, a proposed menu for such Cost F&B Services, detailing the specific items to be served, portion size, type and quality of product, type and level of service and Concessionaire's price for such items.

The parties shall agree on the method of calculation for Concessionaire's price and reimbursement of the foregoing menu items prior to the start of each NFL season; provided, that such pricing shall be sufficient to at least cover Concessionaire's reasonable, direct cost. The parties agree and acknowledge Cost F&B Services shall not be included in Gross Receipts or subject to commissions. For purposes of illustration and clarification of the foregoing, Concessionaire's pricing of Cost F&B Services shall be calculated based on (i) the actual costs of goods sold, (ii) Concessionaire's direct on-site hourly payroll expenses, including taxes, fringe and benefits, relating to the employees providing the Cost F&B Services, (iii) a mutually agreed upon reasonable allocation of the direct on-site salaried payroll expenses for the Management Team, including taxes, fringe and benefits, to the extent directly relating to the provision of Cost F&B Services; (iv) other direct costs of providing Cost F &B Services, such as the cost of linens, napkins, flowers and other decorative items, cleaning supplies, utilities and equipment rental utilized in the provision of such Cost F&B Services. Concessionaire's pricing of Cost F&B Services shall not include any of Concessionaire's insurance costs, selling, adve1tising or marketing costs, depreciation or am01iization or Concessionaire's general and administrative expenses. Manager shall have the right to add or change items to be - 19 -
sold in Concessionaire's providing Cost F &B Services, and Concessionaire shall use commercially reasonable efforts to accommodate such additions and changes. The parties shall work in good faith to establish a written schedule and process for prior approval of the pricing of Cost F&B Services which will permit Concessionaire to operate in a commercially reasonable manner. Upon approval of Manager, including with respect to the allocation of the salaried payroll expenses for the Management Team as described in clause (iii) above, which approval shall not be umeasonably withheld, conditioned or delayed, the proposed pricing of Cost F&B Services shall be the basis for all the amounts that are billed by Concessionaire to Manager or other applicable person or entity, and Concessionaire shall provide Manager with detailed reporting of all Cost F&B Services on a monthly basis in substantially the form attached hereto as Exhibit K (as the same may be modified from time to time by Manager). Following each NFL season, the paiiies will meet and confer on the particulars of the Food and Beverage Services, including the Cost F &B Services, and shall discuss in good faith whether any adjustment in the amount paid by Manager in the menu or service provided by Concessionaire in each area is wairnnted for the following NFL season. ( e) Concessionaire shall, at the request of Manager and with respect to any Event or Catered Event, establish and maintain premium Food and Beverage Services ("Premium Concessions Service s") in one or more of the Club Areas and in such other areas of the Stadium as may be designated by Manager from time to time. In connection with the provision of Premium Concessions Services, Concessionaire shall take all actions necessary to train its personnel, create menus and provide such other services as may be necessary or useful in connection therewith, including the development and ongoing operation of the Celebrity Chef Program described in Section 3. l(k) .

Concessionaire may be reasonably required by Manager to, or may elect to with the consent of Manager, utilize the services of a third-party catering service approved or designated from time to time by Manager ("Third Party Caterer") in connection with providing Premium Concessions Services; provided, that, in the event Manager requires Concessionaire to utilize a Third Paiiy Caterer, Concessionaire shall not be held liable for the acts or omissions of such Third Paiiy Caterer, except as such acts or omissions occur under the direction or supervision of Concessionaire . Manager may book Catered Events itself or tln·ough other Persons and may utilize ( or cause to be utilized) the services of Concessionaire, Third Party Caterer, either or both of them, or any other service provider for such Catered Events or other Events at the Stadium. As necessary under the agreement for any such Event or Catered Event, Concessionaire shall provide, by renting from a third paiiy (which rental costs may be passed on to customers), all Smallwares (not otherwise provided pursuant to this Agreement) and other supplies and equipment reasonably necessary to provide Food and Beverage Services at each such Event or Catered Event, any costs of which shall be an Authority Operating Cost or StadCo Operating Cost, as appropriate. Concessionaire shall be entitled to receive from each customer holding an Event or Catered Event fees for Food and Beverage Services provided by Concessionaire based upon a pricing schedule agreed upon by Manager and Concessionaire, which fees shall be included in Gross Receipts for purposes of this Agreement if not in connection with Cost F&B Services. All other amounts payable by the customer with respect to the Event or Catered Event to the Third Paiiy Caterer or Manager directly, including any facility use fee, shall be determined by and payable - 20 -
exclusively to Manager, Third Party Caterer, and/or approved third-party, as determined by Manager, and shall not be included in Gross Receipts. (f) After the Commencement Date, Concessionaire shall, on an annual basis on or before February 1 present to Manager a program containing a specific proposal for financial and operational goals for the Branded Products, Licensed Products, Catered Events, Club Areas, General Concessions Sales, In Seat Delivery, Suites and vending machines segments, and such other segments as Manager may from time to time identify and designate, as well as itemized tactics directed at meeting each goal identified within a one-year period from the date designated by Manager under this Section 3.l(f). While the parties shall negotiate in good faith in establishing agreed-upon pricing for each market segment, Manager shall have the ultimate right of approval or disapproval of each and every pricing term.
(g) Concessionaire shall provide the Food and Beverage Services in a professional, first class and innovative manner and in accordance with (i) the terms of this Agreement, (ii) all applicable Legal Requirements, (iii) all standards implemented, from time to time, by Manager relating to health, safety, quality and operating issues (subject to Section 6.2 with respect to employment matters), and (iv) all rules, regulations and policies implemented, from time to time, by the NFL, related to use or operation of the Stadium, and Concessionaire acknowledges that, without limiting any other provision of this Agreement, the foregoing requirement is a "material obligation" for purposes of Section 9.1. All Refreshments served in connection with any Food and Beverage Services shall be of premium quality and freshness and shall be prepared, stored and served in a healthful and gracious manner, with due regard for providing a premium level of service. Concessionaire shall use commercially reasonable efforts in locally sourcing all Refreshments and products utilized in connection with any Food and Beverage Services.
(h) Concessionaire's performance shall be subject to review by Manager based on various forms, including surveys and customer feedback which measure the customers' satisfaction with the quality of the Refreshments and Food and Beverage Services provided at the Stadium ("Concessionai re Surveys"). The cost of such Concessionaire Surveys shall be a Joint Operating Cost. The content, implementation, timing, location, data gathering methodology and other terms and procedures of such Concessionaire Surveys shall be mutually agreed upon by the parties each Fiscal Year.

Concessionaire and Manager shall review the Customer Surveys on an annual basis to determine whether performance level requirements mutually agreed upon by the parties have been met by Concessionaire during the previous Fiscal Year. The hard and soft copies and results of all Concessionaire Surveys shall be the property of Manager and shall be promptly smTendered to Manager upon request.
(i) All Food and Beverage Services shall be conducted from the Food and Beverage Facilities and in a manner which is consistent with the Stadium Lease and Stadium Management Agreement. In connection therewith, Concessionaire acknowledges that the use of the Stadium and Outside Areas are subject to the terms and conditions of, and Concessionaire agrees to conduct all Food and Beverage Services in - 21 -
accordance with, the Stadium Lease, Stadium Management Agreement and any other applicable agreements, but only to the extent Concessionaire has been notified of the applicable provisions of such agreements.

G) Concessionaire shall, at all times, abide by the Alcoholic Beverage Policy.

The decision as to whether or not Alcoholic Beverages may be sold at an Event, at any time during the conduct of an Event, or in any particular area or areas of the Stadium shall be at the sole discretion of Manager or Manager's designee for a particular Event.

Chewing gum and tobacco products, except those products sold with Manager's approval as part of a themed smoking area such as a "cigar bar", may not be sold by Concessionaire in the Stadium or Outside Areas, and Manager reserves the right during the Tenn to specify other products and services which may not be sold by Concessionaire and agrees to provide notice to Concessionaire of any such prohibition. (k) Manager, and any Affiliate thereof, may from time to time during the Term, require Concessionaire to engage a chef and/or other cooking and food products and beverage personnel ( each designated Person, for purposes of this Agreement, a "Celebrity Chef') designated by Manager to prepare meals or provide Refreshments (including Alcoholic Beverages) in the Owners Club or other Club Area (e.g., as part of a special culinary or beverage experience program; each, a "Celebrity Chef Program").

The Celebrity Chef Program shall be designed as a marketing and amenity program to deliver signature dishes of the Celebrity Chefs making and/or wine or other specialty beverages, as the case may be, to patrons in the designated areas. The costs of such Celebrity Chef and other personnel shall be an Authority Operating Cost if Concessionaire agrees to engage such Celebrity Chef for Authority Events or a StadCo Operating Cost if such Celebrity Chef is engaged for NFL Events, unless Manager elects to pay such costs directly, and Concessionaire shall provide kitchen facilities, implements, support personnel, and ingredients as required by Manager to facilitate said Celebrity Chef Program and such other related services. Concessionaire shall be entitled to receive fees for Food and Beverage Services provided by Concessionaire in the designated area during a Celebrity Chef Program based upon a pricing schedule agreed upon by Manager and Concessionaire, which fees shall be included in Gross Receipts for purposes of this Agreement if not in connection with Cost F&B Services. All other amounts payable by the customer/patrons with respect to the Celebrity Chef Program, including any facility use fee, shall be detennined by and payable exclusively to Manager, Celebrity Chef, and/or approved third-party, as determined by Manager. (1) Manager expressly reserves the right to reasonably require Concessionaire to modify its Food and Beverage Services (including the normal selection of and pricing for Refreshments) on an Event by Event ( and Catered Event) basis or during an Event or Catered Event, and Concessionaire shall make such modifications as reasonably requested.
(m) Concessionaire shall provide to Manager, prior to every Event for Manager's approval, its proposed plan for In Seat Delivery based upon data specific to such event. Concessionaire and Manager shall meet prior to each event at which In Seat Delivery is available to discuss Concessionaire's proposed plan, provided that Manager - 22 -
shall direct Concessionaire with respect to appropriate staffing levels for In Seat Delivery Sales for NFL Events and Non-NFL Events.
(n) Concessionaire shall use exclusively permanent Smallwares in the Owners Club and, to the extent reasonably practicable, in other Club Areas and Suites designated by Manager from time to time where private dining areas may be established, including, without limitation, the Team Suites, StadCo Suite(s), Naming Rights Suite and, unless specified by Manager, for all Catered Events. Concessionaire may use disposable Smallwares in the general concession areas and in all other Suites and Club Areas. All Smallwares (permanent and disposable) must be approved by Manager, and Manager may require higher quality items in certain areas. All disposable items shall meet the intent and policy of the Stadium recycling, sustainability and composting program. All items not considered permanent Smallwares will be recyclable or compostable items.

Concessionaire shall provide and at all times maintain a sufficient stock of all Smallwares inventory. Concessionaire shall be responsible for setting up and tearing down Smallwares and Equipment for all Events and Catered Events, including any work tables supplied or requested by Manager.
( o) Concessionaire shall be responsible for all Food and Beverage Services operating costs, including, but not limited to: (i) the costs of Refreshment items and staffing, including all managerial and Event staff (which shall be Authority Operating Costs or StadCo Operating Costs); (ii) items used in preparation and service of food and beverages, replenishing the supply of uniforms, payment of applicable taxes not included in Sales Taxes, and the training of Concessionaire's employees (which shall be Joint Operating Costs; and (iii) replenishing the supply of Smallwares, the maintenance and repair of Equipment as described herein (which may utilize the Renewal & Replacement Account or allocated as a Joint Operating Costs, as determined by Manager in its sole discretion). As described in greater detail in Section 6.8, Concessionaire 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. (p) Without limiting the generality of any other provision in this Agreement, Concessionaire's provision of the Food and Beverage Services shall be subject to the reasonable prior approval of Manager acting in conjunction with Concessionaire, including but not limited to staffing, number of Service Areas, menu po1tions, pricing, food and non-alcoholic beverage products sources of supply and brand selection, manner of Concessionaire's performance, selection of subcontractors and Concessionaire's execution of any contract or agreement with a subcontractor. Concessionaire shall not offer exclusivity to any supplier without the prior written approval of Manager. Each and every subcontractor utilized by Concessionaire in connection with the Food and Beverage Services at the Stadium shall be subject to the prior approval of Manager in writing. ( q) In order for Concessionaire to provide Manager with high quality Refreshments and in order for Concessionaire to maintain the high standards of operations that it requires, Concessionaire shall purchase inventory, equipment, and services from various sellers and vendors selected by Concessionaire ( each, a "V endor"), subject to Manager's prior approval through the Budget approval or other written - 23 -
approval. Purchases from Vendors shall be made under such terms Concessionaire deems acceptable ("Vendor Terms"). The parties agree that if Concessionaire uses its usual Vendor programs, then the rebates that Concessionaire receives as part of such programs will be allocated to the applicable operations based on Concessionaire's allocation percentages, which is a percentage of food cost of goods purchased in Concessionaire's usual purchasing programs. Concessionaire covenants that the Vendor Terms will not: (i) impair the quality of the Refreshments served by Concessionaire (as compared to comparable items served at other similar venues in which Concessionaire or its affiliates provides food and beverage service), or (ii) increase the costs for such items (as compared to the Concessionaire's pricing for comparable items of similar size served at other similar venues in which Concessionaire or its affiliates provides food and beverage service). The foregoing shall be in accordance with any applicable federal, state, or local statute, law, code, regulation, or ordinance, including without limitation those pertaining to Alcoholic Beverage service. Excluding Alcoholic Beverage purchases, Alcoholic Beverage service, and upon good-faith consultation with Concessionaire, Manager shall have the right to assume responsibility of the purchase of specific inventory, equipment, and services required under this Agreement for the Food and Beverage Services that Manager determines may provide operational efficiencies or other cost savings as a result of such assumption, and shall have the right to bill Concessionaire for such items as a Joint Operating Cost, Authority Operating Cost, or StadCo Operating Cost, as appropriate.
(r) If at any time, Concessionaire fails or is otherwise prevented from providing all or any portion of the Food and Beverage Services whether due to a suspension or termination of any licenses or pe1mits, Force Majeure or otherwise, then, in addition to any other right of Manager, Manager shall have the right, in its sole discretion, without the payment of any kind to Concessionaire, to provide through any available means the Food and Beverage Services, or any portion thereof, until such time as Concessionaire has resumed its provision of the Food and Beverage Services, or a portion thereof. In the event Manager exercises its rights pursuant to this Section 3. l( q), Concessionaire shall, and shall cause its employees and the Management Team, to cooperate and assist Manager in providing the Food and Beverage Services. (s) Subject to Section 3. l (a), Concessionaire shall not interfere with the free distribution of reasonably-sized samples of Refreshments as authorized under this Agreement.
(t) Concessionaire shall provide a written report twenty-four (24) hours prior to each Event and Catered Event of any Equipment that will not be fully operational during such Event or Catered Event. Each report shall provide the potential mitigation programs and the estimated time that it will take for such Equipment to once again become operational.
(u) Upon the request of Manager, Concessionaire shall provide unique Food and Beverage Services which may or may not be prepared by Concessionaire and may be provided by other mutually agreed vendors or caterers, including kosher, Indian or other - 24 -
ethnic and specially prepared foods, as regular specialty menu items or with respect to specified Events, Catered Events, or functions.
(v) Manager expressly reserves the right to pursue, develop, and establish a reasonable number of arrangements relating to the sale of Refreshments through select third parties within the Food and Beverage Facilities, as follows: (i) a limited number of established local/regional restaurants which in the aggregate provide for not more than twenty (20) points of sale, (ii) not more than six (6) branded franchises in connection with Stadium sponsorship arrangements, and (iii) a limited number of providers of Refreshments in which the Manager or an Affiliate has financial equity, which in the aggregate provide for not more than fifty (50) points of sale within the Food and Beverage Facilities. Manager shall have the right to select the location of such points of sale in its sole discretion. There shall be no limitation relating to the sale of Refreshments in any third-party lease space programmed on the exterior of the Stadium building.

Manager may establish such third-party an-angements on its own or may require that Concessionaire accept as a third-party subcontractor any such Person, and such third party subcontractor shall enter into a subcontractor agreement with Concessionaire that is acceptable to Manager and Concessionaire. However, Concessionaire shall not be forced to enter into franchise agreements with third parties. No off-site or subcontracting of any Food and Beverage Services shall be undertaken or permitted by Concessionaire without the prior written approval of Manager.
(w) For any third-party arrangement directly contracted between Manager and the third-party Refreshment provider for point-of-sale space with the Food and Beverage Facilities during Events, any revenues from the third-party's sale of Refreshments at the Stadium shall not be included in the calculation of Gross Receipts. Concessionaire shall provide back office support, payment processing, accounting, financial reporting to Manager, and janitorial services for the third pmiy, and shall provide such other concessions support services as mutually agreed upon by the parties. As compensation for such services provided by Concessionaire under this section, Concessionaire shall receive seven and a half percent (7.5%) of revenues collected from the third-party's Refreshments, less Sales Taxes, gratuities, and credit card fees. (x) Concessionaire shall establish a complete inventory of all Equipment and Smallwares and shall at all times maintain an accurate inventory of the location of these items within the Stadium. As a part of its ongoing responsibility for maintenance and repair of the Equipment, Concessionaire shall at all times maintain full and complete electronic records of maintenance and repair activities with respect to each piece of Equipment. Copies of these inventory and maintenance records shall be provided to Manager on as requested.
(y) Prior to the commencement of each Fiscal Year of the Term, Concessionaire shall coordinate in good faith with Manager to develop a marketing plan to promote Concessionaire's catering services for Catered Events at the Stadium for such Fiscal Year. Both Concessionaire and Manager ( on behalf of the Authority) shall each contribute Twenty Five Thousand Dollars ($25,000. 00) per Fiscal Year towards mutually agreed upon revenue-generating initiatives to improve Catered Events at the Stadium (the - 25 -
"Marketing Fund"). The Marketing Fund shall be used exclusively for such purposes and all proposed expenditures of the Marketing Fund shall be mutually agreed upon by Concessionaire and Manager. Any unused portion of the Marketing Fund shall be rolled over into the subsequent Fiscal Year.
(z) Concessionaire shall perfmm such other responsibilities ancillary to Manager's operating of the Stadium as reasonably requested by Manager, to the extent pe1mitted by applicable law and provided such performance does not result in a material and substantial increase in Authority Operating Costs. By way of example, in the event lottery ticket machines are installed at the Stadium, Concessionaire shall provide sale and redemption services for customers utilizing such machines at the Stadium, within the vicinity of such machines.

3.2 Permission to Occupy and Use Facilities and Equipment. (a) Subject to the terms and conditions of this Agreement (including, without limitation, Section 3.1), and subject to any restrictions imposed by the Authority, StadCo, or any of its Affiliates, including pursuant to the Stadium Lease and Stadium Management Agreement, Manager hereby grants Concessionaire pe1mission to occupy and use during the Term (and at such earlier time prior to the Commencement Date as Manager deems necessary) all Food and Beverage Facilities and Equipment, whether now existing or hereafter constructed or located within the Stadium, in conjunction with Concessionaire's exercise of its right to operate the Food and Beverage Services, as applicable. Concessionaire agrees to distribute the vertical transportation of the Food and Beverage Services so as to reduce and limit the transport of items through a public or premium area. Manager also hereby grants Concessionaire permission to occupy and use, during the Term and at such earlier time following the Effective Date as Manager deems necessary, all Common Areas and Service Areas, and appurtenant easements and access areas thereto, to the Food and Beverage Facilities to the extent necessary for the customary and reasonable operation of the Food and Beverage Services.

Notwithstanding such use of the Service Areas, the parties hereto acknowledge that Concessionaire shall have control over such areas during Events to the extent required to enforce all laws, rules and regulations of the State of California, and the California Depruiment of Alcoholic Beverage Control related to the service of Alcoholic Beverages, all as more particularly described in Section 6.4 below. The use by Concessionaire of all Common Areas shall be subject to all Legal Requirements and any rules, regulations and policies established by the Authority, StadCo, and/or Manager from time to time, including scheduling rules, regulations and policies.
(b) Notwithstanding the foregoing, and subject to any restrictions imposed by the Authority or StadCo, including pursuant to the Stadium Lease and Stadium Management Agreement, Manager and its designated agents reserve the right of access to all areas Concessionaire is permitted to access, use and occupy hereunder for purposes of operating, inspecting, maintaining and repairing the Stadium (and all improvements therein or thereon and all Utility Systems related thereto) 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 Concessionaire. Use of any space - 26 -
or prope1ty Concessionaire is permitted to access, use and occupy hereunder for purposes other than the operations to be conducted under this Agreement, without prior written approval of Manager in its sole discretion, is prohibited. Concessionaire shall not interfere with any other contractor, licensee or employee of the Authority, StadCo, Manager or any other Person working at the Stadium.
(c) The location(s) of all movable or temporary tables, carts, servers or other Equipment and any auxiliary storage space required by Concessionaire, from time to time, must be approved by Manager in writing. Concessionaire shall acquire no rights to such locations if assigned, and Manager reserves the right to require Concessionaire to move such tables, carts, servers or other Equipment and to relocate items to or from any auxiliary or common storage space when Manager determines that the needs of Events, Catered Events or similar matters require the use of same. Concessionaire shall be solely responsible for packing, carting, unpacking, re-assembly and all similar aspects of any move of such tables, carts, servers or other Equipment and all costs related thereto, and each such move shall be executed within the time period reasonably prescribed by Manager and without damage to any portion of the Stadium or any Leasehold Improvements or Equipment, excepting normal wear and tear. (d) Subject to the rights of Concessionaire as set forth in Section 3. l(a), the other Sections of this Agreement and the te1ms and conditions of the Stadium Lease (including the lessee's rights thereunder) and Stadium Management Agreement, the Authority shall at all times own the Leasehold Improvements constructed, installed or placed in the Stadium as specified in the Stadium Lease, regardless of when or by whom such Leasehold Improvements were constrncted, placed or installed, and all Equipment, Smallwares and unifo1ms provided by Manager ( or any Affiliate thereof), by Concessionaire or othe1wise pursuant to this Agreement and/ or as required by the Stadium Lease or Stadium Management Agreement. Upon the termination or expiration of this Agreement, Concessionaire acknowledges and confams that it shall have no permission to access, occupy or use the Stadium or any part thereof and no right, easement, license, lien or other interest, by implication, constructive or otherwise, in the Stadium generally, any Leasehold Improvements, or any Equipment, Smallwares or uniforms provided by Manager ( or any Affiliate thereof) or by Concessionaire and must immediately return any such prope1ty to the Manager.

3.3 Term.

The "Term" of this Agreement shall commence on the Commencement Date and te1minate without the need for notice or other action by either party on the day immediately preceding the twelfth (12t h) anniversary of the Commencement Date, unless sooner terminated under Atticle IX. Although the Term does not commence until the Commencement Date, this Agreement shall be effective, and the parties hereto shall have ce1tain rights and obligations, from the Effective Date. Manager shall have the option, in its sole discretion, to extend the Term of the Agreement for five (5) additional two (2) year periods by notifying Concessionaire in writing of its desire to exercise said option(s) not more than one hundred twenty (12 0) days prior to the expiration of the then-cunent Te1m. If fewer than eight (8) Horne Games occur in any Fiscal Year, the Term shall be extended by one (1) year for each such season. - 27 -

ARTICLE IV
Certain Responsibilities of Manager and of Concessionaire

4. 1 Maintenance; Repair; Replacement.

Concessionaire shall be responsible for (a) all maintenance and repair of the Food and Beverage Facilities (including Leasehold Improvements) and associated Service Areas and Equipment, and (b) the replenishment of Equipment and Smallwares in the ordinary course of providing the Food and Beverage Services, and the costs of such maintenance and repairs and of replenishing Equipment and Smallwares shall be pre-approved by Manager and payable out of the Renewal and Replacement Account. If Concessionaire determines in its reasonable judgment that the Equipment, Smallwares, or any item of Equipment, Office Equipment or warehouse or transportation equipment require replacement, it will seek Manager's approval to replace such items. With the approval of Manager, Concessionaire or Manager shall purchase such replacement items out of the Renewal and Replacement Account.

4.2 Access.

Concessionaire's authorized personnel who are scheduled to work at Events and Catered Events shall be provided with ingress to and egress from the Stadium through a gate or gates designated for such purpose by Manager, without charge, during all days on which Events are held and Catered Events are scheduled and at all other times necessary to enable Concessionaire to prepare for Events and Catered Events and fulfill its other responsibilities under this Agreement. Concessionaire shall be bound by and comply with all rules, policies and procedures relating to security and access rights, including requirements related to screening and identification of Concessionaire's personnel, established from time to time by Manager.

Concessionaire's authorized personnel shall utilize Manager's access control systems, as implemented at the Stadium by Manager, and the costs of such use shall be a Joint Operating Cost approximately proportionate to Concessionaire's personnel utilizing the access control system. Nothing herein contained shall be held to limit or qualify the right of the Authority or Manager to a free and unobstructed use, occupation and control of the Stadium and ingress and egress for itself, its lessees and the public.

4.3 Security.
(a) Manager's Responsibility. Subject to Concessionaire's obligations set fmth below and elsewhere in this Agreement and the obligations of the Authority and StadCo under the Stadium Lease and Stadium Management Agreement, Manager shall be responsible for implementing the Stadium Safety and Security Plan. (b) Concessionaire's Responsibility. Concessionaire shall be responsible for (a) developing an emergency preparedness plan and a safety and security plan to secure the Food and Beverage Facilities, Equipment, Refreshments, its cash room and the transporting of all cash thereto and therefrom and its bank deposits, which security measures shall be in line with the standards and regulations set by the Depaitment of Homeland Security and Santa Clara Police Department requirements, and which security - 28 -
measures Manager may require Concessionaire to coordinate with Stadium security, and (b) the security of its own sales locations and for monitoring the acquisition, movement, storage and sale (including properly identifying customers as legal purchasers) of Alcoholic Beverages to comply with all applicable Legal Requirements and the Alcoholic Beverage Policy. All security services provided by Concessionaire pursuant to the immediately preceding sentence shall be subject to, and Concessionaire shall comply and otherwise abide by, all emergency and security procedures and protocols of the Manager, the Team, the NFL and promoters of Events as the 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 Concessionaire's employees of identification cards or badges issued by Manager, which may include reporting criteria such as bar codes, "Mag Stripes", "RFID" or other identifier systems; (iii) restricting access to certain parts of the Food and Beverage Facilities to employees of Concessionaire as reasonably approved by the Manager (with respect to security clearance standards); and/or (iv) conduct by Concessionaire, as a Joint Operating Cost, of mutually agreed upon background or other security screening checks on all of Concessionaire's employees as the Manager shall request from time to time, which checks may vary as to job function, to the extent allowable by law or any applicable collective bargaining agreement. The Manager shall have the right to enter the Food and Beverage Facilities at will to install any Equipment or other device designed for the purpose of protecting the Food and Beverage Facilities from theft, burglary or vandalism or for any other purpose deemed appropriate by the Manager.

4.4 Utility Services; Tele communications.
(a) Utility Services to Be Provided. Concessionaire shall be provided with the use of all Utility Systems and Utility Services, including, but not limited to gas for cooking, electricity, water, heat, ventilation, air conditioning and sewer service as necessary for Concessionaire's Food and Beverage Services at the Stadium. (b) Concessionaire's Responsibility for Utility Services. Concessionaire shall be responsible to pay, and hereby agrees to pay as a Joint Operating Cost, for Utility Services directly relating to its operations, and shall be invoiced monthly for such usage of the Utility Services. Beginning after the second Fiscal Year, in the event that the actual cost of Utility Services directly relating to Concessionaire's operations in any Fiscal Year increases at an average annual rate that exceeds ten percent (10%) over the then completed years of the Term (from a base cost of $550,000.00) or increases by more than sixty percent (60%) in any Fiscal Year from the previous Fiscal Year (that are not attributable to additional Events at the Stadium in any such Fiscal Year in each case), the parties agree to meet and discuss, in good faith, a reasonable solution to offset the financial impact to Concessionaire. Subject to Manager's prior approval, Concessionaire shall purchase any and all special and other equipment necessary for its operations to be connected to the Utility Systems, provided that all such equipment must be compatible with the Stadium's Utility Systems, the costs of which shall be a Joint Operating Cost.

Concessionaire agrees to suppo1t, promote and abide by all programs and measures implemented by Manager from time to time (including programs and measures promulgated by the Authority, the City and Santa Clara County) to reduce waste and - 29 -
increase the efficiency of the Stadium. Concessionaire acknowledges that neither the Authority, StadCo nor Manager can control the availability of any Utility Service to the Stadium at any given time, and in no event shall the Authority, StadCo or Manager be liable or responsible to Concessionaire, in damages or otherwise, including for any indirect, consequential or special damages or economic or property losses, for any intenuption of such services. Concessionaire shall, and shall cause its employees, agents, subcontractors and invitees to, at all times utilize prudent energy and water management.

Concessionaire shall be responsible for the cost to repair or replace any Utility Service or lines damaged to the extent due to the negligence or an act or omission of Concessionaire or any of its employees or contractors under the insurance policies maintained or required to be maintained by Concessionaire under this Agreement. Grease traps used by Concessionaire within the Food and Beverage Facilities shall be maintained by Concessionaire to the satisfaction of Manager, the cost of which shall be a Joint Operating Cost. Concessionaire shall (i) take all precautionary measures necessary to assure that no grease, residue, Hazardous Substance or other by-product resulting from the provision of Food and Beverage Services is discharged into the sewer lines within the Stadium and (ii) be responsible for the removal and remediation of any grease, residue, Hazardous Substance or other by-product resulting from the provision of Food and Beverage Services discharged through the sewer lines within the Stadium notwithstanding such precautionary efforts.
(c) Telecommunications. Concessionaire shall have access to the Stadium's telephone and connectivity or broadband service. Concessionaire shall be responsible to pay, as a Joint Operating Cost, all charges for connection services and shall be invoiced monthly for usage of the Stadium's telecommunications and broadband systems, including long distance charges, loss or replacement of equipment and special services .

Concessionaire shall purchase handsets and other equipment connected to the Stadium telephone service that is compatible with the Stadium system.

4.5 Parking.

Manager will provide parking at a rate of $30.00 per space (which amount may be reasonably increased by Manager in its sole discretion) for Concessionaire's employees scheduled to work at an Event in designated off-site parking locations. If walking time from a particular parking area (or areas) designated for Concessionaire's employees scheduled to work at an Event is reasonably estimated by Manager to exceed twenty (20) minutes, transportation to and from the site from such locations, and the cost of such transpmtation shall be includable in the parking rate charged for use of such area(s). Concessionaire shall adopt and enforce policies requiring its employees to park only in employee parking facilities designated by Manager and to othe1wise comply with the Stadium's parking rules and regulations. Any costs for transportation shuttles for Concessionaire's employees shall be a StadCo Operating Cost or Authority Operating Cost, as appropriate.
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ARTICLE V
Payments & Investments: Reports

5.1 Paym ents & Inv estments.
(a) In consideration of the rights granted to it under this Agreement, Concessionaire shall pay to Manager (or its designee(s)), in accordance with Section

5.l (i), for the benefit of the Authority and StadCo, as the case may be, the amounts resulting from the percentage calculations set forth on Exhibit G hereto (the "Mana ger's Share of Net Receipts," and the "A uthority's Commissions"). (b) Concessionaire shall pay to Manager ( for the benefit of StadCo) each Fiscal Year (or as adjusted for any pattial Fiscal Year) during the Term an annual preference payment in the amount of One Million Dollars ($1,000,000.00) (the "Annual Preference Payment") on or before February 1 of such Fiscal Year. If fewer than ten (10) Home Games occur in any season, the Annual Preference Payment shall decrease by ten percent (10%) for each such missed Home Game.
( c) Manager shall pay to Concessionaire each Fiscal Year during the Term an annual management fee in an amount equal to the greater of (i) four percent (4%) of Gross Receipts from NFL Events, or (ii) Five Hundred Thousand Dollars ($500,000.00) (the "Annual Mana gement Fee"), which shall accrue monthly and be paid by Manager to Concessionaire on or before February 1 of such Fiscal Year. Further, Manager shall pay to Concessionaire each Fiscal Year during the Tenn an annual preference payment in the amount of Two Hundred Thousand Dollars ($200,000.00) (the "Con cessionaire Preference Payment"). The Concessionaire Preference Payment shall increase by two and one half percent (2.5%) per Fiscal Year and shall be paid by Manager to Concessionaire on or before February 1 of each such Fiscal Year. (d) In the first Fiscal Year of the Term, Concessionaire shall be eligible to receive an incentive bonus payment in the amount of One Hundred Fifty Thousand Dollars ($150,000.00) if Concessionaire achieves certain mutually agreed upon performance level thresholds in the Concessionaire Surveys, such incentive bonus payment to be paid to Concessionaire within thirty (30) days after the end of the first Fiscal Year. In the second Fiscal Year and in each Fiscal Year of the Term thereafter, Concessionaire shall be eligible to receive an incentive bonus payment in the amount of One Hundred Thousand Dollars ($ 100,000.00) if Concessionaire achieves certain mutually agreed upon performance level thresholds in the Concessionaire Surveys, such incentive bonus payment to be paid to Concessionaire within thirty (30) days after the end of the applicable Fiscal Year.
(e) Concessionaire shall pay to Manager an initial capital investment in the amount of Five Million Dollars ($5,000,000.00) (the "Initial Capital Investment") after the Commencement Date, which shall be utilized for the Food and Beverage Facilities by Manager in consultation with Concessionaire.
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(f) Concessionaire shall provide Manager an innovation fund of One Million Dollars ($1,000,000.00) per Fiscal Year over twelve (12) years, which totals Twelve Million Dollars ($12,000,000.00) in the aggregate, to be used to support the implementation of modern concepts and fan experiences at the Stadium (the "Innovation Fund"), as determined by Manager in consultation with Concessionaire. (g) Concessionaire shall provide Manager a fund in the amount of Two Million Dollars ($2,000,000.00) (the "Hub for Next Generation Sports Entertainment Fund") to be used by Manager in consultation with Concessionaire for a Hub for Next Generation Sp mis Ente1tainment. The Hub for Next Generation Sports Ente1tainment Fund shall be depreciated and/or ammtized on a straight-line basis over the Term at Concessionaire's expense, beginning once the investment is made, with such timing being after the Commencement Date and mutually agreed upon by the parties. (h) Concessionaire shall pay to Manager, prior to the sixth ( 6th) year of this Agreement, a refresh investment in the amount of Five Million Dollars ($5,000,000.00) (the "Refresh Investment"), which shall be used for ROI-producing improvements to the Food and Beverage Facilities, as determined by Manager in consultation with Concessionaire.
(i) Not later than the fifteenth (15th) day after the end of each Accounting Period (including the last Accounting Period in each Fiscal Year), Concessionaire shall (i) pay Manager (or its designee(s)) by wire transfer of immediately available funds, to the account(s) designated to Concessionaire in writing by Manager, an amount equal to the Manager's expected Share of Net Receipts for the NFL Events in such Accounting Period (as mutually agreed upon in the Budget) and Authority's Commissions for Authority Events in such Accounting Period payable to Manager for such Accounting Period under Section 5.l (a); and (ii) contemporaneously deliver to Manager the accounting reports described in Section 5.3(e)(iii) below. Not later than the sixtieth (60th) day after the end of each Fiscal Year (including the last Fiscal Year of the Term), Concessionaire shall contemporaneously deliver to Manager the accounting reports described in Section 5.3(c) below and shall pay Manager any outstanding balances of the Manager's Share of Net Receipts and Authority's Commissions. Concessionaire acknowledges and agrees that it shall not withhold, offset, or otherwise delay payment of the Manager's Share of Net Receipts, the Annual Preference Payment, the Authority's Commissions, or any other payments due to Manager, Authority, or StadCo hereunder in connection with any amount owed to Concessionaire by Manager, its Affiliates, or any third-party contractor of Manager or for any other reason. (j) If Manager does not receive any undisputed payment when due, it shall have the right, in addition to its other rights and remedies as a result of non-payment, to assess a late payment charge equal to the amount of such payment multiplied by the Default Rate for the period from and including the due date through the payment date. (k) Any and all purchases or other disbursements made utilizing the investments contained in this Section 5.1 shall be subject to the prior approval of - 32 -
Manager in writing. The following amounts shall be deducted from Gross Receipts from NFL Events and retained by Concessionaire as the fee for Manager's use of the concepts developed and/or equipment purchased utilizing the the Initial Capital Investment, Innovation Fund, and Refresh Investment (the "Investment Use Fee"):
(i) Fiscal Year 1 -$ 1,416,667.00
(ii) Fiscal Year 2- $1,4 16 ,667.00
(iii) Fiscal Year 3 -$1,416,667.00
(iv) Fiscal Year 4 - $1,416,667.00
(v) Fiscal Year 5 $1,416,667.00
(vi) Fiscal Year 6 - $2, 130,952 .00
(vii) Fiscal Year 7 - $2, 130,952.00
(viii) Fiscal Year 8 - $2,130,952.00
(ix) Fiscal Year 9 - $2, 130,952.00
(x) Fiscal Year 10 $2, 130,952.00
(xi) Fiscal Year 11 - $2, 130,952.00
(xii) Fiscal Year 12 $2,130,952.00
(1) Manager shall establish and maintain an account for the deposit and disbursement of amounts to be deposited for the periodic repair and replacement of Equipment and Smallwares (the "Renewal and Replacement Account"). For each Accounting Period, Concessionaire shall deposit into the Renewal and Replacement Account the applicable portion of Renewal and Replacement Amount of Gross Receipts.

If at any time the amount in the Renewal and Replacement Account is not sufficient to pay all presently incurred costs ofrepair and replacement of Equipment and Smallwares, Manager shall have the right to demand immediate payment from Concessionaire of the amount of such difference ( and Concessionaire may be reimbursed such amount from future monthly accruals of the Renewal and Replacement Amount), and Concessionaire shall immediately make such payment (which in no event shall be greater than the projected deposits of the Renewal and Replacement Amount remaining in the then cunent Fiscal Year). Any funds remaining in the Renewal and Replacement Account at the end of a Fiscal Year shall be rolled f01ward through the Term. Monies shall be disbursed from the Renewal and Replacement Account for repair and replacement of Equipment and Smallwares, in Manager's sole discretion. Upon the te1mination of this Agreement, all funds remaining in the Renewal and Replacement Account shall be the property of Manager (for the benefit of the Authority and StadCo, as more paiiicularly provided in the Stadium Management Agreement).
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5. 2 Collection Responsibility.
(a) Concessionaire shall have sole responsibility for the collection of all revenues and charges resulting from the Food and Beverage Services provided at Events and, if Concessionaire has been designated to collect therefor, Catered Events, including, without limitation, all Gross Receipts and all sales and/or use taxes attributable thereto, for the timely payment of all such taxes to the appropriate Governmental Authorities, and for the invoicing and collection of all charges for Food and Beverage Services provided to the Suites. All collection methods and procedures shall be consistent with such standards as may be established (and modified) from time to time by the Manager.

Concessionaire shall not, and shall have no obligation to, extend credit to any party.

Neither Concessionaire nor any of its employees, contractors or other individuals subject to its control, shall actively solicit any gratuities from customers in the Stadium ( e.g., through the use of signage, tip cups or otherwise) or any other charges of any type on account of the Food and Beverage Services except the Service Charges. Except for the Service Charges, Concessionaire shall not charge a tip, gratuity, labor charge, service charge or similar charge without Manager's prior written approval. Concessionaire acknowledges and agrees that Manager shall in its sole discretion determine whether Service Charges will be reduced, waived or otherwise modified for (i) any particular Event or Catered Event, (ii) any Service Area or Service Areas or (iii) any Excluded Area or Excluded Areas where Food and Beverages Services have been requested, and Concessionaire shall abide by each such determination of Manager. Concessionaire acknowledges and agrees that it shall accept and honor all Discounts provided by or approved by Manager.
(b) Concessionaire shall use Point of Sale Devices in connection with all sales relating to the Food and Beverage Services, including, without limitation, non-stationary sales of Refreshments. Manager and Concessionaire shall periodically consult with each other about technology changes and technology-based upgrades and replacements to existing Point of Sale Devices for purposes of enhancing customer service and improving financial results, with Manager having the final right in determining the Point of Sale Devices used by Concessionaire in connection with the sale of Refreshments.

Concessionaire must accept cash, all major credit cards, loyalty cards, gift cards, ApplePay, Visa Checkout, NFC, Discounts, as well as such other methods of payment that are then commonly accepted or any other methods instituted by the Manager (including payments through physical, digital, or mobile application code for loyalty point payment, member benefits, stored value and loaded value tickets), for any retail sale of Refreshments, whether at portable or permanent locations in the Stadium or Outside Areas. Concessionaire must also accept all Discounts for Refreshments ( digital or otherwise) provided by Manager, StadCo, the Authority, Team, or Event promoter and approved by Manager. Concessionaire shall be responsible for the operation and maintenance of the Point of Sale Devices utilized in Food and Beverage Services. (c) At all times during the Term, Concessionaire shall utilize the payment processing company selected by Manager in consultation with Concessionaire (taking into consideration such company's compatibility with Concessionaire's reporting systems - 34 -
and any administrative burden on Concessionaire) for the Stadium for credit card, debit card, gift card and/or other digital payment transactions.

5.3 Records; Accounting; Audits; Budgets .
(a) Concessionaire will keep at the Stadium true and complete accounting books and records prepared in accordance with GAAP of all business and transactions conducted under this Agreement, for all periods included within the Term. Such records shall include, without limitation, the daily receipts, the daily bank deposits, the daily sales and business done by Concessionaire, the point of sale and staffing reports, and details of and documentary support for all amounts deducted in calculating Gross Receipts or included in calculati ng Authority Operating Costs, StadCo Operating Costs, and Joint Operating Costs, and shall preserve and make available for audit and examination by Manager all records relating to Gross Receipts, and Authority Operating Costs, StadCo Operating Costs, and Joint Operating Costs. All sales and accounting records and management reports shall be prepared and kept in mutually agreeable paper and/or electronic format directed by Manage r. Such records will be maintained for a period of seven (7) years after the Fiscal Year to which they relate or such longer period as may be required to enable Manager and Concessionaire to comply with applicable Legal Requirements.
(b) Concessionaire shall maintain such accounting records on a fiscal year basis consistent with the definition of "Fiscal Year" in this Agreement. (c) Concessionaire shall submit to Manager, within sixty (60) days after the end of each Fiscal Year, a report in mutually agreeable paper and/or electronic formats showing in reasona ble detail all Gross Receipts and all Joint Operating Costs, StadCo Operating Costs, Authority Operating Costs, any and all expenditures or other amounts, the Annual Preference Payment, the Concessionaire Preference Payment, the Renewal and Replacement Amount, the Annual Management Fee, the Manager's Share of Net Receipts, and the Authority's Commissions. In addition, within ninety (90) days after the end of each Fiscal Year, Concessionaire shall provide a similar report of the same information to Manager, which report shall be reviewed and ce1iified by the Chief Financial Officer of Concessionaire.
( d) The Authority, StadCo and Manager shall have the right from time to time to audit Concessionaire's books and records related in any way to Gross Receipts, Authority Operating Costs, StadCo Operating Costs, and Joint Operating Costs, Manager's Share of Net Receipts, Authority's Commissions, and any other amounts payable by or to Manager under this Agreement for the immediately preceding five (5) Fiscal Years, including full profit and loss line items of the Food and Beverage Services as applicable and reasonably requested by Manager in its sole discretion. Such audit shall be conducted by the Authority, StadCo or Manager with its internal staff or outside auditors. If a deficiency or deficiencies in payments is detected for any period, pursuant to such audit or otherwise, Concessionaire shall pay to Manager the amount of any payment deficiency, with interest thereon at the Default Rate from the date the monies were originally due until the date paid, within thirty (30) days following receipt of notice - 35 -
thereof from Manager. If such payment deficiency is in excess of four percent ( 4.0%) of the aggregate amount reported for any Fiscal Year, the cost of the audit shall be immediately due and payable by Concessionaire.
(e) In addition to its other information obligations under this Agreement, Concessionaire must submit the following information to Manager, each in mutually agreeable paper and/or electronic formats and to the persons directed by Manager:
(i) A flash report of Gross Receipts by 12 p.m. (California time) on the day following each Event and, if Concessionaire has been designated to collect therefor, each Catered Event. Such report shall include, but not be limited to: total sales, sales by location, sales by product type, itemization of total cash, credit card and alternative method of payment sales.
(ii) A summary of each Event and, if Concessionaire has been designated to collect therefor, each Catered Event, daily sales, headcounts and estimated staffmg payroll reports and a copy of deposit slips of Gross Receipts for each Event and Catered Event, within 48 hours following completion of the Event.
(iii) An Accounting Period summary showing Gross Receipts (by category and by Event and, if Concessionaire has been designated to collect therefor, by each Catered Event), Joint Operating Costs (by category), Authority Operating Costs or StadCo Operating Costs, any House Charges (by category and · Event and Catered Event) or Cost F &B Services incmred by Manager, and a summary of the Renewal and Replacement Account on or before the fifteenth (15th) day after the end of each Accounting Period.
(iv) All Sales Taxes paid to the State of California as a result of sales conducted at the Stadium, and all taxes paid to the State of California related to the sale of Alcoholic Beverages, in each case on a Fiscal Year basis. All such information shall be submitted to Manager on or before the sixtieth (601h) day following each Fiscal Year ( or, as applicable, partial Fiscal Year) during the Term. The Authority, StadCo and Manager shall have the right to audit such tax records with auditors selected by them, provided such audit is performed within thirty-six (36) months following receipt of such information. (v) Such other daily, monthly, annual or other periodic budgets, reports or summaries as the Manager may reasonably request. (f) Concessionaire shall at all times on and following the Commencement Date and throughout the Term (i) utilize hardware and software approved by Manager as compatible with Manager's systems and technology and fully importable into Manager's software formats, and accounting software approved by Manager as compatible with Manager systems and technology in preparing and maintaining accurate records relating to sales, inventory, costs of goods sold, shrinkage, advance sales, premium catering and Suite sales records, proposals, contracts and invoices, and for all accounting functions - 36 -
relating or incidental to the Food and Beverage Services to the extent that reporting is electronic; (ii) provide Manager with near real-time computer access to accurate sales and ordering transactions with respect to Events (which shall account for any "offline" systems) and shall include dynamic updating for pricing and item names; and (iii) implement such systems and technology as are deemed necessary by Manager to afford the acceptance of any payment system reasonably directed towards providing a more efficient and expedient transactional experience, whether in existence at the Effective Date or thereafter developed, including, but not limited to systems and technology suppo1ting loyalty programs, gift cards, loaded tickets, and payment via mobile device.

Concessionaire shall also work in good faith with Manager's partners, sponsors, and other contractors to provide reasonable access to applicable data/records, at all times subject to Manager's written approval.
(g) Concessionaire shall work with due haste and in good faith with Manager to develop and implement real-time data and inventory management systems with the capacity for instantaneous inventory and pricing decisions and execution, whether in existence at the Effective Date or thereafter developed. (h) Concessionaire shall maintain a separate depository bank account in a Manager-approved bank for all sales deposits, all credit or debit card transactions and all transactions made through other means of payment.
(i) All obligations of Concessionaire under this Article V regarding payments and reporting shall survive the expiration or termination of this Agreement with respect to periods prior to such expiration or termination.

U) Concessionaire shall submit to Manager a minimum of sixty (60) days prior to the start of each Fiscal Year, a projected budget in mutually agreeable paper and/or electronic formats showing in reasonable detail all projected costs, expenditures or other amounts to be incurred in the operation of the Food and Beverage Services for the fo1thcoming Fiscal Year at the Stadium, which shall be approved by Manager in its sole discretion (the "Budg et") as further described in Section 6.13. For the avoidance of doubt, the Budget shall include a minimum level of detail as attached hereto as Exhibit B and shall be separated by Authority Operating Costs, StadCo Operating Costs, Joint Operating Costs, and Excluded Expenses, if any. Any and all costs not originally included in the Budget or thereafter approved by Manager during the Fiscal Year shall be subject to approval by Manager in its sole discretion in accordance with Section 6.13 of this Agreement. The Budget shall also include rep01ting to Manager of any outstanding balances of the Initial Capital Investment, the Innovation Fund, the Hub for Next Generation Sports Entertainment Fund, and the Refresh Investment, and the remaining unamortized portions of the Hub for Next Generation Sports Entertainment Fund. (k) Notwithstanding anything in this Agreement to the contrary, unless otherwise expressly agreed to in advance in writing by Manager, Concessionaire shall make no use or disclosure of any customer data, including personally identifiable information, histories and preferences generated in connection with the provision of the Food and Beverage Services (collectively, "Customer Information"), other than as - 37 -
........
directed by Manager in connection with the performance of Concessionaire's obligations under this Agreement. As used herein, "personally identifiable information" shall mean any information, as regulated by the standard on credit transactions set forth in the then applicable requirements of the PCI Security Standards Council, regarding or that identifies (or that could be used to identify) any individual, including, for example and without limitation, any individual customer name, postal address, email address, age, credit, debit or other payment card information, social security numbers and any other information or combination of information that would make the identity of the individual easily traceable or that would allow for contact of that individual. Concessionaire shall store and process the Customer Information in conformance with any and all commercially reasonable policies, procedures and instructions or direction provided by Manager from time to time. As between the parties, all Customer Information shall be owned solely and exclusively by Manager ( on behalf of the Authority, StadCo, their tenants and any Event promoter) and shall be deemed proprietary to, and the confidential information of, Manager, the Authority, its tenants or Event promoters, as the case may be.

ARTICLE VI
Additiona l Duti es of Concession aire

6.1 Management of Operations.
(a) Concessionaire shall manage and operate all of its operations in a first class, professional manner so as to ensure that it will provide consistent, prompt and courteous Food and Beverage Services to the public in accordance with all Legal Requirements, this Agreement, the policies and procedures issued by the Manager relating to Food and Beverage Services, the general operating procedures of the Authority, and all applicable rules, regulations and policies implemented, from time to time, by the NFL. Concessionaire shall at all times maintain a sufficient number of qualified personnel at the Stadium for the performance of all of Concessionaire's obligations under this Agreement, including but not limited to the obligations expressly set forth in this Article VI. Concessionaire shall cause the members of the Management Team to attend meetings to be scheduled by Manager at the Stadium from time to time during the Term to review the Food and Beverage Services operations at the Stadium and to implement Manager's reasonable recommendations and directives for improving such operations.
(b) Without limiting any other obligation of Concessionaire under this Agreement, for each Event, Concessionaire shall ensure that points of service are open and fully staffed as determined by Manager in consultation with Concessionaire. In the initial Fiscal Year, the parties acknowledge the anticipated staffing levels for Events at the Stadium shall include, at a minimum, (i) no less than one (1) attendant in each Owners Suite, (ii) no less than one (1) attendant for every two (2) remaining Suites, (iii) such number of attendants in the Club Areas as reasonably directed by Manager, (iv) no less than one (1) vendor selling Refreshments for every one thousand guests in the seating bowl at all Events, and (v) a ratio of total forecasted attendance to number of - 38 -
open points of sale, including Clubs, of no less than one hundred ten (110) in the lower bowl and one hundred twenty (120) in the upper bowl of the Stadium. In each subsequent Fiscal Year, Concessionaire may propose to Manager modifications of such staffing levels as part of the Budget approval process. Concessionaire shall submit in writing to Manager a completed "checklist" (see Exhibit J) that includes the anticipated staffing levels and active points of service for each Event not less than one week prior to such Event and an updated schedule of the staffing levels not less than twenty-four (24) hours prior to such Event. Manager shall have the exclusive right to approve specific staffing levels at each location of the Stadium for Events, and Concessionaire shall make such modifications to its staffing levels as Manager may reasonably request. Staffing levels in the all-inclusive areas will be subject to mutual agreement between the parties, with regular reviews of the appropriateness of the staffing by Event by Manager. ( c) Concessionaire shall pay promptly all authorized bills, payroll and other expenses incurred in connection with its operations and pursuant to this Agreement as StadCo Operating Costs, Authority Operating Costs, or Joint Operating Costs, as applicable.
( d) Concessionaire shall pay when due all license fees, taxes and all retail Sales Taxes on the products or services which Concessionaire provides hereunder or Concessionaire's rights or interest hereunder, including all federal, state and local taxes, workers' compensation payments, social security, unemployment insurance, payroll and other taxes with respect to products or services provided under this Agreement as StadCo Operating Costs, Authority Operating Costs, or Joint Operating Costs, where applicable. ( e) Concessionaire shall provide all necessary working capital and perishable and non-durable inventory required for the Food and Beverage Services, including but not limited to Refreshments, and paper products. Notwithstanding the foregoing, if Manager requires that Concessionaire provide an inventory of premium wines in the Owners Club, other All-Inclusive F&B Service Areas or other portions of the Stadium, Concessionaire shall only be required to provide a reasonable amount of such inventory in light of the expected sales volume.
(f) Concessionaire shall comply with Stadium operating policies and directives established and as modified from time to time by the Authority, Manager, the designees of either of them, or the NFL.

6. 2 Personn el.
(a) Concessionaire shall hire, employ, train, supervise and discipline any and all persons necessary to operate the Food and Beverage Facilities and to provide the Food and Beverage Services in accordance with the terms of this Agreement and shall use its best eff01is to ensure that its employees continually practice the high standards of cleanliness, safety, courtesy and service customarily followed in the conduct of a first class operation. Concessionaire shall use its best efforts to select qualified, competent and trustw01ihy employees. Any and all persons who furnish Food and Beverage Services under this Agreement, whether or not employed by Concessionaire prior to the - 39 -
Effective Date, are exclusively employees, subcontractors and/or non-affiliated third parties of Concessionaire as it pertains to their furnishing of Food and Beverage Services and are not employees of the Authority, StadCo or Manager. Such persons furnishing services under this Agreement shall be subject to appearance standards mutually acceptable to the parties hereto and as pe1mitted by Legal Requirements, and shall wear, at all times while working at the Stadium, neat and clean uniforms provided by Concessionaire and approved by 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 Area or Suite area)) as Manager may require and shall be of a design reasonably satisfactory to Manager. Concessionaire shall cause its employees to conduct themselves in a professional and courteous manner, and not to umeasonably disturb or interfere with Events. Manager and Concessionaire acknowledge that Concessionaire is an independent contractor for all services required to be performed under this Agreement. Manager shall not have control over the method or manner in which Concessionaire's employees perform the services required under this Agreement. All liabilities that may arise as a result of Concessionaire's status as an employer shall be borne exclusively by Concessionaire, 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 Legal Requirements. Concessionaire shall at all times maintain accurate records of the names, addresses, employment history and other legal identification of those to whom Concessionaire issues employee badges, uniforms or other identifying items to ensure the proper identification and legal working status of Concessionaire's employees at the Stadium. Concessionaire shall conduct mutually agreed upon background checks or other security screening checks on its employees as Manager shall reasonably request from time to time prior to such employees being hired for work at the Stadium, any costs of which shall be a Joint Operating Cost. Concessionaire shall not knowingly hire any person who has been previously terminated by the Authority, StadCo, Manager or any of their known respective Affiliates, contractors, or previous concessionaire. Upon Manager's reasonable request, and so long as any such action shall not be contrary to law or any applicable collective bargaining agreement, Concessionaire shall immediately remove from the Stadium any employee, agent, contractor or invitee of Concessionaire and permanently revoke such person's access credentials. (b) Concessionaire shall employ the Management Team on a full-ti me, year- round basis and shall cause the members of the Management Team to perform their duties from workspaces located at the Stadium. Concessionaire shall cause the members of the Management Team to be at the Stadium during all Events and during reasonable business hours. All changes in the Management Team shall require the prior written approval of Manager. Concessionaire shall, within fifteen (15) business days of the removal of a Management Team member, provide Manager with the resumes of not less than three (3) suitable candidates to replace the removed employee. The Management Team shall, on and following the Effective Date and during the Term, be exclusively responsible for the provision of services under this Agreement and shall hold no job related responsibilities relating to any other venue or site without Manager's prior written approval.
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( c) Concessionaire shall conduct regularly scheduled employee training programs for all of its employees, including charitable or similar groups, working in the Stadium (the "Employee Training Programs"), a detailed summary of which appears as Exhibit E hereto, and any costs of which shall be considered Joint Operating Costs. The Employee Training Programs will be mandatory for all employees, agents and subcontractors of Concessionaire and, at a minimum, will include alcohol management techniques (TiPS, TEAM or state certification programs), customer service, guest interaction, cash handling, security procedures and specific job skills training, and will be conducted in such frequency as may be approved or directed by Manager.

Concessionaire shall develop additional modules for each premium area position, including, at a minimum, banquet and serving technique, buffet and display arrangement, and wine and beverage service. The programs shall be prepared and conducted by personnel specialists and must be approved by Manager in advance. Concessionaire shall cause all Employee Training Programs to be periodically reviewed (no less frequently than annually) and updated to the extent necessary to maintain the standard of service required hereunder. All employees of Concessionaire shall also be required to attend such policy and procedures training sessions as may be held by the Manager, as well as the Stadium orientation tour and training conducted by the Manager. Concessionaire shall ensure Concessionaire's employees attend guest services training held by Manager and such costs shall be Joint Operating Costs. Concessionaire 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 approved by Manager.

Concessionaire shall also ensure that all of its employees working at the Stadium shall attend mandatory training sessions for Stadium employees conducted by Manager, Authority, StadCo, or their agents. Additional supplemental training programs may also be required by Manager for employees of Concessionaire upon the introduction or modification of Stadium programs or promotions (i.e., Rewards programs, coupons, or discount programs) by Manager. The Paiiies shall work in good faith to ensure all Concessionaire employees receive supplemental training on such prograins and promotions prior to their introduction at the Stadium.
( d) In performing under this Agreement, Concessionaire shall comply with all applicable Legal Requirements in regard to nondiscrimination in employment because of race, color, ancestry, national origin, religion, sex, mmital status, age, medical conditions, disability, or any other reason.
( e) Concessionaire shall promptly notify Manager upon voluntary or involuntary termination of employment of its employees or contractors and ensure that each such terminated individual is immediately denied further access to the Stadium. In no event shall the Authority, StadCo or Manager be liable, and Concessionaire shall indemnify and hold the Authority, StadCo and Manager harmless, for Concessionaire's record keeping ( or lack of record keeping), including records pertaining to the legal identification and working status of the Concessionaire's employees and subcontractors, or for any other matters relating to Concessionaire's employees or subcontractors. (f) Manager, in its sole discretion, shall have the right (but not the obligation) to provide members of the Management Team additional compensation or other - 41 -
consideration at the end of a Fiscal Year or other operating period as determined by Manager for Concessionaire's high performance on Concessionaire Surveys, on-time payments of amounts owed to Manager by Concessionaire, and mutually agreed upon key performance indicators.

6.3 Licens es and ,Permits.
(a) Concessionaire shall obtain on or before the Commencement Date and shall thereafter maintain throughout the Term, in its name, all licenses and permits necessary for the operation of the Food and Beverage Services and the sale of Refreshments and Alcoholic Beverages at the Stadium, and any and all other licenses and permits required to be obtained by Concessionaire by the terms of the Stadium Lease.

Throughout the Term, Manager shall, at its sole cost and expense, maintain all other licenses and permits which may be required for the operation of the Stadium, and Owner shall comply with the restrictions, rules and conditions of all such licenses and permits. (b) Manager shall cooperate with Concessionaire in connection with applications submitted by Concessionaire for any and all licenses and permits and renewals thereof Concessionaire shall not submit any application for a permit or license without first providing Manager a reasonable opportunity to review it. ( c) Concessionaire shall furnish Manager with copies of such licenses and permits and renewals thereof as are physically maintained at the Stadium, and all other licenses or pennits otherwise required under Legal Requirements or this Agreement, and shall transfer or surrender, as applicable, all licenses and permits to Manager upon te1mination of this Agreement.
(d) Concessionaire shall cooperate in good faith with Manager, Manager's subcontractors, and any third-parties (at Manager's direction) for the operation of food and beverage service, including distribution of alcoholic beverages, at the Stadium under the licenses and permits obtained by Concessionaire.
(e) At Manager's request, and only where allowed by applicable law, Concessionaire shall: (i) pe1manently surrender and/or carve out the applicable portion of its license to sell alcohol for specified concession stands or area within the Stadium, as needed, to provide a third-pmiy the ability to sell Alcoholic Beverages from such area; or (ii) temporarily sunender its license for a specified concession stand or area within the Stadium operated by a third-party for a limited time or number of events in which the third-party chooses to sell Alcoholic Beverages.
(f) Subject to all Legal Requirements, wine provided to Concessionaire by Manager for the purpose of being served in Club Areas, certain Suites, and other mutually agreed upon spaces within the Stadium, shall be distributed by Concessionaire without charge to patrons of such spaces or Manager.
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6.4 Compliance with Laws, Policies and Programs .
(a) In connection with the exercise of its rights and the performance of its obligations hereunder, Concessionaire shall in good faith comply and faithfully observe all Legal Requirements (including all fire, building, health, sanitation and environmental codes and regulations and liquor control laws and regulations). (b) With respect to the sale of Alcoholic Beverages, Concessionaire shall:
(i) enforce all Legal Requirements, including all State of California, County of Santa Clara and City of Santa Clara laws, rules, regulations or orders relating to the premises licensed pursuant to this Agreement and enforce all rules, regulations or orders of the California Department of Alcoholic Beverage Control or other regulatory agencies relating to the licenses; and (ii) take any and all actions necessary to enable and to ensure compliance with all Legal Requirements concerning the sale and consumption of Alcoholic Beverages in the Service Areas and Food and Beverage Facilities. ( c) The decision to serve or refuse service of Alcoholic Beverages to any individual at an Event and in an area at which Alcoholic Beverages may be se1ved in accordance with the terms of this Agreement shall be the sole responsibility of Concessionaire.
(d) Notwithstanding anything contained in this Agreement to the contrary, Concessionaire shall be solely responsible for the determination of brands, quantities, pricing, shelving and display for sale of any and all Alcoholic Beverages that Concessionaire may buy or sell at the Stadium. Concessionaire acknowledges and agrees that Manager and its affiliates require all retailers, distributors/wholesalers and distillers/brewers of Alcoholic Beverages ( each an "Industry Member") that Manager and its affiliates conduct business with, including, but not limited to, Concessionaire, to strictly comply with all local, state and federal, laws and regulations, which may be applicable to the Concessionaire and the purchase, marketing, promotion, advertising and sale of Alcoholic Beverages, including, but not limited to: Title 27 of the Federal Alcohol Administration Act (Title 27 of the United States Code) and Title 27 of the Code of Federal Regulations, and other related provisions governing "intoxicating liquors" ( collectively, "Alcohol Laws"). Fmiher, Manager and its affiliates shall not conduct business with any Industry Member in violation of the Alcohol Laws, and Manager shall indemnify and hold Concessionaire harmless as to any action or conduct which may be imputed to Concessionaire as a result of Manager or its affiliates' actions or conduct with Industry Members which may give rise to any alleged violation of the Federal or State laws by Concessionaire. Manager fu1ther agrees that it shall not require as a condition for the continuation of this Agreement or exercise an early termination rights or failure to renew, Concessionaire to engage in conduct which Concessionaire reasonably believes would be in violation of the Alcohol Laws.
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6.5 Failure to Maintain Licenses and Permits.

In the event that Concessionaire fails to obtain or maintain in full force and effect any material license or permit necessary for the operation of the Food and Beverage Services (including the service of Alcoholic Beverages) or for the performance of its other obligations under this Agreement, including upon a suspension applicable to an Event or revocation thereof, (a) Manager shall have the right (but no obligation) to perform or have another Person perfmm the applicable obligation without compensation to Concessionaire and, whether or not Manager exercises that right or its termination rights, Concessionaire shall be responsible to Manager for the loss of income and other damages, suffered by Manager as the result of Concessionaire's breach of this Agreement; and (b) Concessionaire shall be considered in material breach of this Agreement, and Manager may, in addition to any other rights or remedies it may have, terminate this Agreement to the extent in accordance with Section 9 .1.

6.6 Hours of Operation.

Subject to the prior approval or direction of Manager and to the provisions of Section 3.1, Concessionaire shall (a) open and operate the Food and Beverage Facilities sufficiently prior to the opening of the Stadium to the public for each Event and, as requested, each Catered Event in order to properly prepare and serve Refreshments, and (b) provide Food and Beverage Services from the time of such opening until each such Event ends, including the requirements for any pre-Event functions and post-Event functions, or such further time as may be reasonably necessary to adequately meet public demand, subject to Manager's requirements regarding the sale of Alcoholic Beverages and compliance with the Stadium Lease and Stadium Management Agreement. Concessionaire shall cooperate with Manager in the creative and efficient operation of the Food and Beverage Facilities to attract Stadium guests to participate in pre-Event and post-Event activities.

6.7 Special Events.

Concessionaire shall modify its operations at Manager's request to accommodate a particular Event or Catered Event when such modifications are reasonably required or requested to obtain or stage such Event or Catered Event.

6.8 Cleaning and Refuse.
(a) Concessionaire shall keep and maintain in a clean, sanitary, hygienic and orderly fashion, and in connection with such maintenance and repair ( except with respect to capital repairs to Leasehold Improvements), consistent with prevailing policies and subject to Manager's reasonable satisfaction, procedures and standards for the Stadium, (i) all Food and Beverage Facilities, Service Areas (including all table tops, bars, and the like) and condiment stands and (ii) all unifmms, Smallwares and Equipment. In furtherance of the foregoing, Concessionaire shall, among other things, provide sterilization services for all reusable Smallwares and tabletops and other surfaces upon which Refreshments items are eaten, placed, prepared or stored. Concessionaire shall complete the cleaning of the subject areas in a reasonable time frame following an Event or Catered Event. Concessionaire shall maintain all Food and Beverage Facilities as - 44 -
'-'-._.,
prescribed herein, including, but not limited to maintaining fire suppression systems, changing filters on all Equipment and air scrubbers, and cleaning the grease interceptors, stove hoods, fans, ducts and grease traps, drain systems, floor sinks and sanitary traps and its storage areas using approved and accepted maintenance and cleaning techniques, and at regularly scheduled intervals, approved or designated by Manager, and in all events to a level sufficient to comply with and protect warranties and comply with supplier agreements and otherwise promote the commercially reasonable useful life of such items.

Manager may require the use of its in-house maintenance staff for such maintenance activities if the use of such personnel does not void any manufacturer or similar warranty and provided that such work can be performed in a competent manner at competitive market rates on a timely basis, and any use of Manager's in-house maintenance staff for such maintenance activities shall be charged to Concessionaire at then prevailing rates.

Concessionaire shall abide by any and all labor agreements in effect at the Stadium for all applicable work performed under this Agreement.
(b) Concessionaire shall provide consistent janitorial service to the Food and Beverage Facilities, Services Areas (including all table tops, bars, and the like), condiment stands, and the Equipment, and shall otherwise keep the Food and Beverage Facilities, Services Areas, condiment stands and Equipment in a neat, clean, sanitary, hygienic and safe condition satisfactory to Manager and in compliance with all Legal Requirements. Concessionaire shall be responsible for all sanitation and maintenance of the Food and Beverage Facilities, Services Areas, condiment stands and Equipment.

Concessionaire shall comply in all respects with the Santa Clara Business and Commercial Recycling Program, as the same shall be amended from time to time, and shall, in partnership with Manager, prepare and implement a plan (the "Waste Reduction and Recycling Plan") that targets 100% diversion of solid waste from all Events and Catered Events, including composting or other diversion of compostable organics.

Concessionaire shall train its employees in the methods and objectives of the Waste Reduction and Recycling Plan and shall direct and cause its employees to not dispose of or discharge recyclables, compostables, waste, garbage, refuse or Hazardous Substances in any area in or outside the Stadium other than in areas specifically designated therefor.

Concessionaire shall be responsible for expeditiously collecting, separating, recycling, bagging and delivering recyclables, compostables, trash and garbage generated within the Food and Beverage Facilities, Service Areas and within a ten (10) foot radius of such areas within the Stadium, and Concessionaire shall cause its employees to deposit such recyclables, compostables, trash and garbage in appropriate containers or equipment in the locations specified by Manager, whereupon Manager shall be responsible for the further delivery and ultimate disposal of such recyclables, compostables, trash and garbage; provided, Concessionaire shall be responsible to pay, and agrees to pay, all charges for delivery and ultimate disposal of such recyclables, compostables, trash and garbage relating to its operations, and shall be invoiced monthly for such delivery and disposal, including any extraordinary charges and costs for special services, all of which shall be a Joint Operating Cost. Concessionaire shall purchase, as a Joint Operating Cost or utilizing the Renewal and Replacement Account (as determined in Manager's sole discretion), any and all special and other equipment necessary for its operations to be connected to the Utility Systems, provided that all such equipment must be compatible with the Utility Systems and approved by Manager. In addition, Concessionaire shall - 45 -
separate, compact and recycle its trash on non-Event days. Concessionaire shall take all action necessary to: (i) ensure that all such recyclables, compostables, trash and garbage are placed in bags and/or the appropriate receptacles or other containers (which receptacles and containers shall be provided by Concessionaire) that are durable for transport and not easily susceptible to breakage or leakage, (ii) notify 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) use the Equipment in such a manner as to ensure that recyclables, compostables and trash do not spill out prior to or during transport. Concessionaire agrees to and is fully committed to participating in the separation and recycling ofrefuse 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 Concessionaire shall be provided by Concessionaire and shall be cleaned and sanitized by Concessionaire in accordance with the standards reasonably set from time to time by the Authority and/or 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. Concessionaire 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 Manager and all rules and regulations applicable to the Stadium's adherence to, and/or certification by, the Leadership in Energy and Environmental Design (LEED) Green Building Rating System.

Concessionaire shall indemnify Manager and make Manager whole for any out of pocket costs incurred by Manager which are solely attributable to any negligence or intentional act or omission of Concessionaire 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 Legal Requirements or specific directives provided to Concessionaire in writing as part of the Stadium's sustainability and recycling, composting or trash removal programs. Manager will dete1mine the type, appearance and location of the recyclable, compostable and trash receptacles.
( c) Concessionaire agrees not to use Hazardous Substances at the Stadium, except in accordance with applicable Legal Requirements, and agrees to indemnify, defend, and hold the Authority, StadCo, Manager, their respective Affiliates, all tenants of the Stadium and all Event promoters harmless for all Losses to the extent arising out of its use, generation or storage of Hazardous Substances at the Stadium. ( d) Concessionaire shall engage the services of an exterminator approved or designated by Manager to control vermin and pests within the Food and Beverage Facilities not less frequently than on a monthly basis, the costs of which shall be a Joint Operating Cost; provided, however, that at Manager's sole option, Manager shall have the right to assume responsibility for exte1minator services in the Food and Beverage Facilities, in which case it may invoice Concessionaire for such services at the cost of such services, which shall be paid to Manager within thirty (30) days of invoice as a Joint Operating Cost.
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( e) Concessionaire shall immediately clean up any spills caused by its employees in Common Areas used by Concessionaire to transport Refreshments, trash or garbage.
(f) Concessionaire shall maintain all Equipment, Smallwares, and Food and Beverage Facilities (including Leasehold Improvements) following the manufacturer suggested maintenance protocol and any requirements of the Authority or Manager, as adjusted from time to time, including the use of Computerized Maintenance Management Software ("CMMS ") to schedule, track and memorialize the preventative and reactive maintenance on each element. Concessionaire shall train its employees to use the CMMS, all at no cost to Manager. Upon request by Manager, Management Team shall assist in the set-up of the CMMS system with respect to Concessionaire's operations, including, but not limited to the placing of inventory and coded decals on each element and the recording of all work orders and maintenance records of all work performed within Manager's master CMMS data base. Concessionaire shall maintain through the proper use and execution of the CMMS system the maintenance, service, and inspection logs/records and shall provide copies thereof to Manager upon request.

6.9 Deliveries.

All deliveries of Refreshments and other items used or sold by Concessionaire at the Stadium shall be made only during normal operating hours (as communicated to Concessionaire by Manager) and shall be made through a gate or gates designated by Manager. Concessionaire shall prevent the entry of any unauthorized persons into the Stadium through such gate or gates when open for purpose of such deliveries. Deliveries shall be scheduled to avoid the day or evening of, or otherwise conflicting with, an Event to the greatest extent possible.

Concessionaire shall follow Manager's policies and procedures of the delivery and acceptance of goods into the Stadium, including using best efforts to recycle or return debris accumulated through deliveries to the Stadium. Concessionaire agrees to expeditiously and with commercially reasonable methods take delivery of and deliver within the Stadium the Refreshments and other items from the assigned unloading areas.

6.10 Liens.

Concessionaire shall at all times protect and keep the Food and Beverage Facilities and Equipment and all other areas of the Stadium free and clear of all mechanics and other liens, attachments, encumbrances, or claims arising out of Concessionaire's operations hereunder, its performance under this Agreement and/ or its use of the foregoing. In the event any such lien is placed, or such attachments, encumbrances or claims created or made, Concessionaire shall cause their prompt removal, and if necessary, shall provide the party asserting such lien, attachment, encumbrance or claim, or a court of competent jurisdiction, with a performance bond or other reasonable security in scope and amounts necessary to cause such removal.

City Council and Authorities ConcurrentOctober 22, 2024

City Council and Authorities Concurrent
October 22, 2024