City Council and Authorities Concurrent
February 11, 2025

Any SUPERION security patches for "Very High" and "High" severity level security risks will be available and patched within thirty (30) days of patch availability.

SUPERION defines a Very High severity level where the offending line or lines of code is a very serious weakness and is an easy target for an attacker. SUPERION defines High severity level where the offending line or lines of code have significant weakness.

Management, Support and Maintenance of Hardware

1. SUPERION will provide, manage and maintain operating systems on all System environment hardware. This will involve application of any necessary patches or updates and upgrades as necessary. SUPERION will provide system redundancy.

2. SUPERION will provide, manage and maintain, for the System, the physical or virtual resources. This will involve any physical fix as needed, updates or refreshes as necessary.

Operating System Management

1. SUPERION shall provide proper functionality of hosting software on servers. Support is provided for operating systems and related software products. Included are all ongoing processes to maintain supplier-supported operating platforms including preventive software maintenance services.

2. SUPERION will perform the following:
• Install and maintain system-level software, such as operating system and other system-level products software requiring user access
• Monitor system software status and take necessary action to resolve any issues • Perform operation system software tuning as required to maintain daily operations for SUPERION-provided services
• Install preventive maintenance patches deemed critical by the vendor to support system software products to prevent known problems from impacting the operating environment
• Install patches per vendor instructions for security exposures deemed critical by the vendor
• Participate in the identification of connectivity and associated network problems • Plan and implement necessary changes for the System
• Document and track all configuration management changes using the site change management process
• Provide problem escalation and interact as necessary with third-party Suppliers SUPERION shall provide the equipment, hardware and network infrastructure necessary to operate and sustain all contracted software on behalf of customer and to provide the necessary development, test, production, and training environments.

Agreement with Superion/Exhibit D-System Requirements
Rev. 07-01-18

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-73 Agenda Date: 2/11/2025

REPORT TO COUNCIL

SUBJECT
Action on Authorizing the City Manager to Negotiate and Execute Amendment No. 3 to the Agreement with Electrical Consultants, Inc. for System Expansion Planning Services for Silicon Valley Power

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
As discussed as part of Silicon Valley Power’s (SVP) regular Council updates, SVP’s electric load has increased by almost 50% over the last decade and is projected to continue significant growth over the next decade. In 2014, SVP recorded an annual instantaneous peak approximately equal to 485 Megawatts (MW) and in 2024, SVP recorded an annual instantaneous peak approximately equal to 722MW. Load growth will continue to increase in this manner as a result of new development. To assist with meeting future electric demand growth, SVP requires additional support and expertise from consultants to conduct ongoing detailed system planning.

Transmission Planning is conducted on an annual cycle consisting of short term and long-term capital improvement planning currently on a rolling 15-year horizon to accommodate the additional electric load growth. In 2020, after the City completed a Statement of Qualification (SOQ) process, the City Council authorized the City Manager to execute an agreement with Electrical Consultants, Inc. (ECI) to develop a System Expansion Plan with a maximum compensation of $850,000. In 2021, the City approved a first amendment to this agreement which, among other things, extended the term through December 31, 2023. On July 18, 2023, the City Council authorized the City Manager to negotiate and execute the second amendment to the Agreement with ECI to extend the term through December 31, 2025, and increase the maximum compensation from $850,000 to $1,500,000.

ECI supports SVP staff throughout the year to complete known recurring work assignments and special studies as they arise. Specifically, some examples of recurring work assignments are:
· Power Flow Model Development (Base Cases & Sensitivities) · Load Flow Analysis (Base Case & Contingency Assessments) · Steady-State Thermal and Voltage Analysis (Based on Reliability Criteria) · System Operating Limit (SOL) Assessments
· Dynamic Device Response Assessments
· Reactive Power, Power Factor (PF), and Interconnection Agreement (IA) Assessments · Facility Studies and Cost Estimates for Job Package Creation · Short Circuit Duty (SCD) Model Development
· Bus Fault and Breaker Duty Studies
City of Santa Clara Printed on 2/7/2025Page 1 of 4
powered by Legistar™
25-73 Agenda Date: 2/11/2025
· SVP System Topology Update Support
· Dynamic Model and Study Criteria Development
· Transient Stability Analysis
· Geomagnetic Impact Studies
Some examples of past and current special as-needed studies are:
· Federal Grant Funding for Technical and Project Management Support · SVP Equipment Specification and Facilities Design Input · CAISO/PG&E Design Changes for SVP Load Serviceability and Projects · Special Customer Studies for Facilities Load, Interconnection, and Generation SVP’s Three-Year Growth Plan Strategy was accepted by the City Council on September 28, 2021 (RTC #21-871). On November 15, 2022 (RTC #22-1172), the City Council accepted SVP’s System Expansion Plan for the California Independent Operator’s (CAISO) Transmission Planning Process (TPP) FY2023/24 (SVP System Expansion Plan TPP FY2023/24).

Through SVP’s continual engagement in electric system planning and TPP processes with ECI’s support, CAISO has reassessed existing projects to address significant load growth in the greater South Bay including the City of Santa Clara such as:

1. Existing project modifications of the Newark to SVP’s Northern Receiving Station (NRS) from 500MW DC to 1000MW AC (November 2024 CAISO Board Approved).

2. New project proposal for an additional new 230kV 1000MW AC source from San Jose B to SVP’s NRS (Pending CAISO Board Approval in May 2025).

These ongoing planning efforts have been and continue to be instrumental in both near and long- term strategic projects serving the residents and businesses of the City. Each TPP will require detailed information and a technical basis for the completed analysis, including a summary of proposed projects. As system conditions and loads change, so do the project requirements which are presented to the City Council for approval where required.

DISCUSSION
SVP requires services from ECI to provide continuous support for the CAISO’s Annual TPP as well as other activities associated with system expansion planning such as:
· Support for the North American Electric Reliability Corporation (NERC) TPL-001-5 Transmission Planning Reliability Standards.
· Support for the Western Electricity Coordinating Council (WECC) Transmission Planner (TP), Transmission Owner (TO), Transmission Operator (TOP), Distribution Planner (DP), and Load Serving Entity (LSE) registration functions.
· General Planning Services and Project Estimates associated with the System Expansion Plan such as unanticipated design changes required by the CAISO.

Due to the additional load growth of SVP’s large customers and issues affecting SVP outside its service territory, staff identified additional necessary work such as:
· Engineering Support for Additional/Alternative Scenarios (includes design support, cost assessment, etc.).

City of Santa Clara Printed on 2/7/2025Page 2 of 4
powered by Legistar™
25-73 Agenda Date: 2/11/2025
· Additional Load Flow Analysis (for various load growth sensitivities). · NRS/KRS/SRS Transformer Specification Review.
· 2nd SSS/NRS studies/BES TPP Dynamic Device Analysis/Cost Estimates/Contingency/Sensitivities (several special needs/time-sensitive studies).

As system conditions change, such as the significant load growth, studies and projects must be reassessed and require further analysis. It is critical for the City to have the technical expertise to support SVP staff activities and remain fully engaged throughout these ongoing planning processes, as failure to participate may result in negative consequences for SVP’s load serviceability and SVP customers.

As mentioned previously, the TPP is conducted on an annual rolling basis; therefore, there is an ongoing need to assess and deliver comments to the CAISO and other stakeholders regarding its recent system expansion, such as design changes to the existing LS Power Line and also the potential new proposed 230kV AC transmission line. These design changes were enacted by the CAISO to address the long-term need for additional capacity in the South Bay and represent significant design changes that also impact ongoing SVP projects. Without the rapid response of SVP staff and availability of ongoing technical support from external firms such as ECI, both internal and external project delays could result, significantly affecting SVP’s near and long-term load serviceability.

Similar to a number of master agreements managed by SVP, staff will incorporate a work authorization process to authorize specific tasks in advance. When a specific project is identified, SVP will request a proposal from ECI and issue a work authorization or a purchase order for the services. SVP will review the proposed costs to ensure their reasonableness. This will provide flexibility to quickly respond to emergent issues while managing the agreement’s maximum compensation.

Staff requests that the City Council authorize the City Manager to negotiate and execute the third amendment to the agreement with ECI extending the term of the agreement through December 31, 2030, and increasing the maximum compensation by $1,500,000 to a new total maximum compensation of $3,000,000.

ENVIRONMENTAL REVIEW
The actions being considered do not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to Section 15061(b)(3) of Title 14 of the California Code of Regulations in that it can be seen with certainty that there is no possibility that the proposed consulting services will have a significant effect on the environment.

FISCAL IMPACT
The total cost of the proposed agreement with Electrical Consultants, Inc. (ECI) to perform work on the System Expansion Plan shall not exceed $3,000,000. Funding for this agreement is included as part of the Adopted Biennial FY 2024/25 and 2025/26 Capital Improvement Program Budget in the New Business Estimate Work CIP project in the Electric Utility Capital Fund.

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

City of Santa Clara Printed on 2/7/2025Page 3 of 4
powered by Legistar™
25-73 Agenda Date: 2/11/2025

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].

RECOMMENDATION

1. Authorize the City Manager or designee to negotiate and execute Amendment No. 3 to the Agreement with Electrical Consultants, Inc. for System Expansion Planning to extend the term through December 31, 2030, and increase the maximum compensation by $1,500,000 for a total compensation amount not to exceed $3,000,000, subject to the review and approval as to form by City Attorney; and

2. Authorize the City Manager or designee to take any necessary actions to implement and administer the Agreement and to negotiate and execute amendments to the agreement to add or delete services consistent with the scope of services, subject to no price increases, the appropriation of funds, and the review and approval as to form by City Attorney.

Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Jovan D. Grogan, City Manager

ATTACHMENT

1. Agreement with Electrical Consultants, Inc

2. Amendment No. 1 to Agreement with Electrical Consultants, Inc

3. Amendment No. 2 to Agreement with Electrical Consultants, Inc City of Santa Clara Printed on 2/7/2025Page 4 of 4
powered by Legistar™
EBIX Insurance No. S200001751

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
ELECTRICAL CONSULT ANTS, INC.

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Electrical Consultants, Inc., a Montana corporation, (Contractor). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

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

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

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

Exhibit A - Scope of Services
Exhibit B - Schedule of Fees
Exhibit C - Insurance Requirements
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes Design Professional Agreement with Electrical Consultants, Inc.

Rev. 09-28-18

and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on October 1, 2020 and terminate on December 30, 2021.

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

A. All reports, costs estimates, plans and other documentation which may be submitted or furnished by Contractor shall be approved and signed by an appropriate qualified licensed professional in the State of California.

B. The title sheet for specifications and reports, and each sheet of plans, shall bear the professional seal, certificate number, registration classification, expiration date of certificate and signature of the design professional responsible for their preparation.

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

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

Design Professional Agreement with Electrical Consultants, Inc.

Rev. 09-28-18

6. COMPENSATION AND PAYMENT
In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled "SCHEDULE OF FEES." The maximum compensation of this Agreement is eight hundred and fifty thousand dollars ($850,000), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Contractor's expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.

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

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

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

8. ASSIGNMENT AND SUBCONTRACTING
City and Contractor bind themselves, their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written approval of City. Contractor shall not hire subcontractors without express written permission from City.

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

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

Design Professional Agreement with Electrical Consultants, Inc.

Rev. 09-28-18

10. INDEPENDENT CONTRACTOR
Contractor and all person(s) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of City. Contractor has full rights to manage its employees in their performance of Services under this Agreement.

11. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed or received by or for Contractor and all other written information submitted to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor and shall not, without the prior written consent of City, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Contractor which is otherwise known to Contractor or becomes generally known to the related industry shall be deemed confidential.

12. OWNERSHIP OF MATERIAL
All material, which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports, designs, technology, programming, works of authorship and other material developed, collected, prepared or caused to be prepared under this Agreement shall be the property of City but Contractor may retain and use copies thereof. City shall not be limited in any way or at any time in its use of said material. However, Contractor shall not be responsible for damages resulting from the use of said material for work other than Project, including, but not limited to, the release of this material to third parties.

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

Contractor shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Contractor agrees Design Professional Agreement with Electrical Consultants, Inc.

Rev. 09-28-18
Page4
to assist City in meeting City's reporting requirements to the State and other agencies with respect to Contractor's Services hereunder.

14. HOLD HARMLESS/INDEMNIFICATION
To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney's fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, to the extent arising out of, pertaining to, or related to the negligence, recklessness, or willful misconduct of the Contractor, its employees, subcontractors, or agents in the performance, or non-performance, of Services under this Agreement.

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

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

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

City of Santa Clara
Attention: Silicon Valley Power
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected], and
[email protected]
And to Contractor addressed as follows:

Electrical Consultants, Inc.
3521 Gabel Road
Billings, MT 59102
Design Professional Agreement with Electrical Consultants, Inc.

Rev. 09-28-18

and by e-mail at Robert.hurtig@eciusa .com
With copy to:

Electrical Consultants, Inc.
3521 Gabel Road
Billings, MT 59102
Attn: General Counsel
The workday the e-mail was sent shall control the date notice was deemed given.

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

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

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

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

Design Professiona l Agreement with Electrical Consultants, Inc.

Rev. 09-28-18

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

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

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

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

25. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument.

CONTINUED ON PAGE 8
Design Professional Agreement with Electrical Consultants, Inc.

Rev. 09-28-18

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

Approved as to Form:

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
C--~
Dated: I \i Ii I I l<n cJ
~~}J~A%-A -BRIAN DOYLE
City Attorney i.r City Mana,g
"CITY"
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone : (408) 615-2210
Fax: (408) 241-6771
ELECTRICAL CONSULT ANTS , INC.
a Montana corporation
Dated: 10/15/2020
By (Signature): P ~ ({__ W?c.e/J
Name: David R. Maehl
Title: Vice President-Power Supply
Principal Place of
Business Address: 3521 Gabel Road, Billings, MT 59102
Email Address: Dave.maehl@eciusa .com
Telephone: ( 406 ) 259-9933
Fax: (406 )259-1164
"CONTRACTOR "
Design Professional Ag reement with Electrical Consultants, Inc.

Rev. 09-28-18
I

EXHIBIT A

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

Contractor Scope
The Contractor shall perform all the review, inspection, and analysis necessary to prepare a System Expansion Plan for Silicon Valley Power's (SVP) electric system. The plan shall provide an assessment of the current electric system and a complete plan for its future development.

The System Expansion Plan shall include a minimum of the following items:

A. Provide a detailed 3-year development plan of SVP's electric system expansion to meet the significant new load being connected to its system. The focus will be on building multiple capital improvement projects in parallel to meet the 3-year short term capacity need while maintaining electric system reliability. Prioritize the projects and provide a strategy, schedule, and estimated cost for their completion. All projects in the detailed 3-year plan are to include preliminary engineering (30% plans - constructability reviewed and sequencing with remaining projects) and specify any permitting requirements, land requirements and construction scope. Provide guidance on establishing proper maintenance of proposed new assets and technology.

B. The Constructor shall provide the basis for updating the Load Development Fee per the final System Expansion Plan. The Load Development Fee is established to recover costs incurred by the City in modifying its electrical infrastructure to support load growth spurred by new development.

C. Provide a high level 20-year development plan of SVP's electric system expansion to meet high, medium, and low load trajectory scenarios for future load growth. The focus will be on building a footprint for SVP to meet future load growth over the next 20 years while maintaining electric system reliability.

D. Determine the ultimate need, capacity, configuration, and method of service, for proposed new substations and the future disposition of each existing substation considering the current property size, age and condition of the equipment, estimated remaining life, and number of feeders.

E. Assess SVP's submission to the CAISO's Transmission Planning Process (TPP) to insure that PG&E Bulk Electric System (BES) projects have been identified Design Professional Agreement with Electrical Consultants, Inc.

Rev. 09-28-18

and are on schedule to meet SVPs load growth, in addition to assessing SVP's Transmission Planning process to meet CAISO, WECC, and TPL-001-5.

F. Assess SVP's CEC load forecast submittals used to generate the biennial Integrated Energy Policy Report (IEPR).

G. Assess the impact of increased future distributed generation and load (i.e. solar, battery storage, electric vehicles) and provide recommendations regarding the most optimal integration with the distribution system and possible use of distributed generation by SVP to improve system efficiency and reliability.

H. Assess the condition of the existing electric system and recommend maintenance and capital replacements as required. The assessment should also consider the future impact of aging infrastructure.

I. Review current system, substation, and feeder load projections for reasonableness and use the results to determine the ultimate system, substation, and feeder plan. Assess the potential problems if actual loads differ significantly.

J. Assess system reliability and provide cost/benefit analysis and estimated levels of improvement for recommendations on ways to maintain or improve it.

K. Assess system losses and provide cost/benefit analysis for recommendations on ways to reduce system losses.

L. Assess the future reactive power requirements/need for power factor improvement to the electric substation, distribution, 230kV/115kV/60 kV transmission systems and include a benefit/cost analysis of feeder capacitors versus substation capacitors.

M. A report on each of the standards and guidelines listed below to include an assessment of their adequacy, any noted deficiencies, suggested changes that can be immediately incorporated into them, and if deemed necessary, a recommended plan to bring each one up to relevant industry standards and current practices, including mitigation of arc-flash hazards. The absence of any standards and guidelines that a utility the size of SVP should have shall be noted and recommendations made on how to best produce them.

1. Existing system planning criteria, including conductor and equipment rating, loading, short circuit studies, capacity determination for substations, transmission lines, distribution lines, and service facilities.

2. Engineering design guidelines for substations, transmission lines, distribution lines, and service facilities.

3. Conductor and equipment loading capacities (under both normal full load and Emergency conditions) for substations, transmission lines, distribution lines and service facilities.

Design Professional Agreement with Electrical Consultants, Inc.

Rev. 09-28-18

4. Material and equipment standards and specifications.

5. Economic evaluation criteria and methods for determination of return on investment.

N. Identify the opportunities to utilize the enabling technology resulting from SVP's AMI and Smart Grid deployment and recommend the most effective methods to utilize and capture value from the proposed Smart Grid initiatives over the next five and twenty year planning period.

0. Assess the current emergency response plans, system restoration capabilities, energy control center and back-up control center facilities, emergency material stockpiling, and feeder back-up capacity, and make recommendations for improvements.

P. Review current engineering, operations and electric system key performance indicators in use and make recommendations regarding the adequacy and validity of each one, and additions and deletions to the list.

Q. Assess the adequacy of existing vegetation management programs and standards, and make recommendations for improvements.

The Contractor shall conduct all necessary meetings and interviews, keep minutes and interview summaries as requested, and provide copies to SVP.

Contractor and subcontractors shall utilize e-Builder, a web-based project management tool, or City's designated replacement for projects assigned under this agreement.

Access to the project management tool, as well as associated training, will be provided by the City at no cost to the Contractor or its subcontractors. Contractor and subcontractors shall have the responsibility for utilizing the project management tool as necessary for the following: invoice submittal, potential change order submittals, change orders, Request for Information (RFI) submittals, correspondence, assigned tasks and other matters that transpire on the site as directed by City. All documents (including as built drawings) shall be converted or scanned into the Portable Document Format (PDF) file and uploaded to e-Builder.

At the conclusion of the project, the Contractor shall provide electronic copies of all final reports, worksheets, system studies and data associated with this project to SVP in (but not limited to) .pdf, .docx, .xlsx, .xml, .dwf, .dwg, .sav formats as applicable and that are not proprietary in nature. If work is complete in PowerWorld, Contractor to ensure the deliverable is provided in proper and functional GE PSLF format.

Deliverables for Items A and B are due five (5) months after execution of Agreement and the remaining deliverable items are due fourteen (14) months after execution of Agreement.

Design Professional Agreement with Electrical Consultants, Inc.

Rev. 09-28-18

SVP Scope
To assist the consultant in performing the work, SVP shall provide the following:

A. Copies of all relevant existing standards, design guidelines, system planning guidelines, specifications and drawings required,-

8. Full access to any and all existing plans and records relevant to the performance of the contract.

C. Complete ESRI GIS database that includes electric infrastructure, land use, AMI system configuration, and related information.

D. Available distribution system data for analysis such as distribution feeder reads, transmission line reads, and substation banks loading during the past peak load periods.

E. Complete transmission system database in GE PSLF, DEW, and Aspen.

F. Available system inspection and maintenance information.

G. Past system evaluations and annual system reports.

H. System load forecast and Capital Improvement Plans.

I. Latest Integrated Resource Plan.

J. Operating system data as available from SCADA (There presently is no SCADA data available on the distribution system beyond the substation boundary walls).

K. Incremental generation and purchased power costs.

L. Current electric rates and Rules and Regulations.

Design Professional Agreement with Electrical Consultants, Inc.

Rev. 09-28-18

EXHIBIT B

SCHEDULE OF FEES
Contractor will bill City on a monthly basis for Services provided by Contractor during the preceding month on an invoice and in a format approved by City and subject to verification and approval by City. City will pay Contractor within thirty (30) days of City's receipt of an approved invoice.

This is a time and materials contract, Table 1 provides a breakdown of the tasks within this agreement (Detail in Exhibit A) and their respective not-to-exceed amounts.

Table 1: Tasks and Associated Not-to-Exceed Budget
Exhibit A Task Description Section
A Provide a detailed 3-year development plan of SVP's
electric system expansion
B Provide the basis for updating the Load Development Fee C Provide a high level 20-year development plan of SVP's electric system expansion
D Determine the ultimate need, capacity, configuration, and method of service, for proposed new substations
E Assess SVP's submission to the CAISO's Transmission
Planning Process (TPP}
F Assess SVP's CEC load forecast submittals
G Assess the impact of increased future distributed
generation and load
H Assess the condition of the electric system and
recommend maintenance and capital replacements
I Review current system, substation, and feeder load
projections for reasonableness
J Assess system reliability and provide cost/benefit analysis K Assess system losses and provide cost/benefit analysis L Assess the future reactive power requirements/need for power factor improvement
M A report on each of the standards and guidelines listed and include an assessment of their adequacy
N Identify the opportunities to utilize the enabling technology resultin!'.1 from SVP's AMI deployment
0 Assess the current emergency response plans, system
restoration capabilities, enerav control center
p Review current engineering, operations and electric
system key performance indicators
Q Assess the adequacy of existing vegetation management programs and standards
Associated Engineering Services
TOTAL
Design Professional Agreement with Electrical Consultants, Inc.

Rev. 09-28-18
Not-to-Exceed
Budget
$173,683
$17,893
$121,773
$28,839
$25,405
$17,029
$30,965
$26,981
$18,385
$18,413
$11,581
$17,309
$79,439
$28,217
$59,613
$22,053
$12,509
$139,913
$850,000

ELECTRICAL CONSULTANTS, INC.

CORPORATE OFFICE: 3521 GABEL ROAD, BILLINGS, MONTANA 59102 • PHONE: 406-259-9933 • FAX: 406-259-1164

RATE SCHEDULE
Category/Position Hourly Rate
Engineering/ Management
Senior Project Manager II ........................................... ............... .......... $221 Senior Project Manager 1 .................................................................... $182 Project Manager II ............................................................................... $163 Project Manager I. ............. ... ................................................................ $145 Senior Engineer II ................................................................................ $183 Senior Engineer I ................................................................................. $156 Senior Project Supervisor .................................................................... $152 Project Supervisor ............................ .................................................... $115 Project Engineer II ............................................................................... $132 Project Engineer I ............................. ................................................... $125 Associate Engineer II ........................................................................... $129 Associate Engineer I .............................. .............................................. $123 Design Engineer III ..................................... ......................................... $109 Design Engineer II ............................................................. .................. $101 Design Engineer I ............................ ...................................................... $95 Senior Designer II ............................................................... ................. $136 Senior Designer I ............................................. .................................... $121 Designer III ......... ........................ ......................... ............... ................. $106 Designer II ................................................ ............................................. $94 Designer I. ........................... ................................................................... $79 Program Management/ Support Staff
Project Controls Coordinator ............................................................... $167 Project Controls Specialist III.. ............................................................ $129 Project Controls Specialist II .................................. ............. ................ $101 Project Controls Specialist I ..................... ............................................. $86 Senior Drafter II ..................... ................................. ............................... $94 Senior Drafter I .............................. ........................................................ $91 Drafter III ............................................................................................... $81 Drafter II ........................................................................................ ........ $79 Drafter I. ................................................................................................. $69 Administrative - Executive .............................................. ................... $110 Administrative Assistant ........................................................................ $74 P:\Silicon Valley Power\SVP-029 System Expansion Plan\contracts\ECl Rates I .docx

OFFICE LOCATIONS NATIONWIDE
• BILLINGS, MONTANA- (406) 259-9933 • SALT LAKE CITY, UTAH - (801) 292·9954 • MADISON, WISCONSIN - (608) 240·9933 • PHOENIX, ARIZONA - (602) 997.9933 • PORTLAND, OREGON-(503) 747•2235 • SAN DIEGO, CAUFORNIA - (619) 398-9370 • MANKATO, MINNESOTA-(507) 388·9933 • TUCSON, ARIZONA -(520) 219-9933 • DENVER. COLORADO-(720) 536-8261 • TULSA, OKLAHOMA-(918) 296-7911 • CRANFORD, NEW JERSEY-(908) 967-6363 • ORLANDO, FLORIDA - (407) 960•1796 Rates

Survey/ Real Estate
Senior Surveyor ................................................................................... $13 9 Surveyor II ........................................................................................... $113 Surveyor I .............................................................................................. $97 Survey Technician II .............................................................................. $79 Survey Technician! ............................................................................... $61 Senior Real Estate Specialist ............................................................... $133 Real Estate Specialist II ....................................................................... $116 Real Estate Specialist I .......................................................................... $78 Corporate Project Management/ Technical Oversight
Principal ............................................................................................... $229 Director/PhD ........................................................................................ $231 Electrical Consultants, Inc.

Project Expenses:

Airline & Charter Aircraft
Rental Vehicles
Standard & Four-Wheel Drive
All Terrain Vehicles
Meals
Lodging
Parking
Chargeable Expenses
Long Distance & Telephone Charges
CADD Software/Plotting:

AutoCAD Drafting Equipment
Microstation Drafting Equipment
HP Design Jet Monochrome Plots
HP Design Jet Color Plots
LD3 Modeling
Prints and Copies:

Arc Flash Labels
Large Format Copies:

C, D Size
E Size
F Size
Larger Sizes
Engineering Software:

Radial Voltage Drop - SynerGEE & Milsoft
Load Flow I Stability (PSLF/PSSE)
ASPEN
STRUDL/Structural Software
GIS Mapping Software
Visual Analysis & ST AAD Pro
CD EGS ( Grounding)
SKM

TLCADD & PLS-CADD
CYMCAP
ETAP

PSCAD/EMT
PT! - Power System Analysis
T-Flash
Survey Equipment/Software:

Cyclone Software
Terra Solid Laser Imaging
Theodolite, Total Station
Robotic Total Station
Survey Grade GPS, Base Station & Rovers
Staking Supplies
P:\Silinm Valk~• P(l\lt'r\SVP-029 S:,.·stern E,pan~ion Pl,m\cunlracts\EXPf,N,',E-20.d,K Actual Cost
Actual Cost
Federal Allowable Rate
$10.00/hour
Actual Cost
Actual Cost
Actual Cost
Actual Cost
$8.00/hour
$8.00/hour
$5.00 each
$10.00 each
$8.00/hour
$6.00 each
$2.35 each
$2.60 each
$2.75 each
25¢/sq. ft.
$30.00/hour
$40.00/hour
$30.00/hour
$40.00/hour
$8.00/hour
$20. 00/hour
$50.00/hour
$25.00/hour
$10.00/hour
$40.00/hour
$20.00/hour
$40.00/hour
$40.00/hour
$40.00/hour
$30.00/hour
$20.00/hour
$11.00/hour
$15.00/hour
$30.00/hour
$10.00/line-mile
EC! Chargeable Expenses

Testing Equipment:
5 kV Megger
Phase Angle Meter
Automated CT Test Set
Transformer Turns Ratio Test Set
Earth Resistivity Test Set
Power Quality Analyzer
Hi-Potential Test Set
VLF AC Hi-Potential Test Set
Doble F6 I 50 Relay Test Set
Doble M4000 Power Factor Test Set
Doble M5400 Seep Frequency
Dilo SF-6 Moisture Analyzer
Dilo SF-6 Breaker Analyzer
CT-7000 Breaker Motion Analyzer
Ductor Low Resistivity & High Current
FUR Infrared Camera
GPR (ground penetrating radar)
HD 3-D Laser Scanner
Dranetz 8000 Analyzer
Fluke 435 Meter
Other equipment (Load Banks, Meter Standard, etc.)
P:\Silicon Valley Pow<:r\SVP-029 System Expansion Plan\conlrncts\EXPENSE-20.<loca $60/day, $200/week
$50/day, $200/week
$125/day, $420/week
$75/day, $300/week
$100/day, $400/week
$75/day, $150/week
$120/day, $300/week
$500/day, $2,000/week
$375/day, $1,500/week
$500/day, $2,000/week
$1,000/day
$150/day, $600/week
$450/day
$125/day, $350/week
$75/day, $300/week
$500/day, $2,000/week
$1,000/day
$600/day
$500/day
$1,000/month
Job Quote

EXHIBIT C

INSURANCE REQUIREMENTS
Without limiting the Contractor's indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect during the period of performance of the Agreement and for twenty-four (24) months following acceptance by the City, at its sole cost and expense, the following insurance policies from insurance companies authorized to do business in the State of California. These policies shall be primary insurance as to the City of Santa Clara so that any other coverage held by the City shall not contribute to any loss under Contractor's insurance. The minimum coverages, provisions and endorsements are as follows:

A. COMMERCIAL GENERAL LIABILITY INSURANCE

1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$1,000,000 Each Occurrence
$2,000,000 General Aggregate
$2,000,000 Products/Completed Operations Aggregate
$1,000,000 Personal Injury

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

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

B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at Design Professional Agreement with Electrical Consultants, Inc.

Rev. 09-28-18

least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned (if any), non-owned and hired autos.

In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated wastes and/or hazardous or regulated materials, Contractor and/or its subcontractors involved in such activities shall provide coverage with a limit of one million dollars ($1,000,000) per accident covering transportation of such materials by the addition to the Business Auto Coverage Policy of Environmental Impairment Endorsement MCS90 or Insurance Services Office endorsement form CA 99 48, which amends the pollution exclusion in the standard Business Automobile Policy to cover pollutants that are in or upon, being transported or towed by, being loaded onto, or being unloaded from a covered auto.

C. WORKERS' COMPENSATION

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

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

3. This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents.

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

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

Design Professional Agreement with Electrical Consultants, Inc.

Rev. 09-28-18

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

2. Primary and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor's insurance.

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

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

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

1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to Design Professional Agreement with Electrical Consultants, Inc.

Rev. 09-28-18

limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.

2. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. II is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

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

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

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

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

EBIX Inc.

City of Santa Clara Electric Department
P.O. Box 100085- S2 or
Duluth, GA 30096
Design Professional Agreement with Electrical Consultants, Inc.

Rev. 09-28-18
1 EbixWay
John's Creek, GA 30097

Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
I. QUALIFYING INSURERS
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Design Professional Agreement with Electrical Consultants, Inc.

Rev. 09-28-18

Ebix Insurance No. 8200001751
AMENDMENT NO. 1

TO THE AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
ELECTRICAL CONSULTANTS, INC.

PREAMBLE
This agreement ("Amendment No. 1 ") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Electrical Consultants, Inc., a Montana corporation (Contractor). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
A. The Parties previously entered into an agreement entitled "Agreement for Design Professional Services" dated October 21, 2020;
B. The Parties entered into the Agreement for the purpose of having Contractor provide review, inspection, and analysis necessary to prepare for a System Expansion Plan of the City's electric system; and
C. The City has identified proposed development projects that require additional work and revisions to tasks currently underway, therefore, the Parties now wish to amend the Agreement to extend the term of the Agreement until December 31, 2023.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Paragraph 2 of the Agreement, entitled "TERM OF AGREEMENT" is amended to read as follows:

Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on October 1, 2020 and terminate on December 31, 2023.

2. Exhibit B to the Agreement shall be deleted in its entirety and replaced with the attached Exhibit B - Compensation and Fee Schedule Amended December 14, 2021.

3. Exhibit D - Digital Data Protocol is hereby added and incorporated by reference.

Amendment No. 1 to Agreement/Electrical Consultants, Inc.

Rev. 10/25/19

4. Exhibit E - Labor Compliance Addendum is hereby added and incorporated by reference .

5. Except as set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. In case of a conflict in the terms of the Agreement and this Amendment No. 1, the provisions of this Amendment No. 1 shall control.

The Parties acknowledge and accept the terms and conditions of this Amendment No. 1 as evidenced by the following signatures of their duly authorized representatives.

Approved as to Form:

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
~ ~
Office of the City Attorney
City of Santa Clara
u;6/]) ANNA J. SAN A
-(J v City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
"CITY"
ELECTRICAL CONSULTANTS, INC.
a Montana corporation
Dated: a2-2,o2.,I
By (Signature): _ lvv/~
Name: DAVID R. MAEHL
Title: Vice President Power Supply
Principal Place of 3521 Gabel Road
Business Address: Billings, Montana 59102
Email Address: [email protected]
Telephone: (406) 259-9933
Fax: (406) 259-1164
"CONTRACTOR"
Amendment No. 1 to AgreemenUElectrical Consultants, Inc.

Rev. 10/25/2019

AMENDMENT NO. 1

TO THE AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
ELECTRICAL CONSULTANTS, INC.

EXHIBIT 8- COMPENSATION AND FEE SCHEDULE
AMENDED DECEMBER 15, 2021

1. Compensation: The amount billed to City by Contractor for services under this Agreement as Amended will not exceed eight hundred fifty thousand dollars ($850,000.00), subject to budget appropriations.

2. Services shall be provided according to the rates in Exhibit B-1 - Time and Materials Hourly Rate Schedule attached and incorporated by reference.

3. Authorization of work:

3.1. Exhibit B-2 Tasks, attached and incorporated by reference, details the specific tasks to be performed under this Agreement. Tasks shall be performed in the hourly rates specified in Exhibit B-1 Rate Schedule.

Subject to written approval of the City, Contractor may transition costs between categories in Exhibit B-1 only to the extent that these transitions leave sufficient funding to complete each task.

3.2. For any Associated Engineering Services (work that is not specified in Exhibit B- 1 - Tasks Items A- Q), Contractor shall not begin any work unless a Purchase Order (PO) has been issued by the City for that particular work. In the event of a City request for Associated Engineering Services:

3.2.1. Contractor shall issue a quote or task order for each project requested by the City and that quote or task order shall be included in the purchase order.

3.2.2. All services included in the quote or task order shall be provided at the rates included in this Agreement and are subject to the terms of this Agreement.

3.2.3. In the event of any inconsistency between a task order and quote and the Terms and Conditions of the Agreement, the Terms and Conditions of the Agreement shall govern and control.

3.2.4. City shall review the quote or task order and, if there are no questions or issues, City shall issue a PO to authorize that set of work.

Amendment No. 1 to Agreement/Electrical Consultants, Inc.

Rev. 10/25/2019
Page3

3.2.5. Contractor shall notify City as soon as practical if there is a risk that cost estimates will be exceeded and shall not perform work that will result in costs exceeding the estimate without executed amendment to this Agreement or receipt of Purchase Order authorizing work.

3.2.6. No products or services that will commit or authorize funds in excess of the authorized amount in this Agreement are authorized. All work performed, materials, or other expenses provided in excess of the maximum compensation shall be at Contractor's expense. Contractor shall not be entitled to any payment above the maximum
compensation under any circumstances.

3.2.7. Contractor shall not initiate any Project Assignment that will result in costs exceeding the compensation in the Agreement or are anticipated to extend past the term of this Agreement.

4. Reimbursable/Pass Through Costs

4.1. Pass Through Costs: In some cases, Contractor may pass-through costs such as, but not limited to: travel subcontracted activities or materials. Such Pass­ Through Costs shall be included in the quote for Additional Services.

4.2. When these Pass-Through Costs occur, Contractor will Invoice City for these costs without markup.

4.3. Contractor shall provide supporting documentation such as invoices or receipts for all Pass-Through costs.

4.4. Reimbursement of expenses is subject to the following conditions.

4.4.1. Expenses shall be reimbursable only to the extent that the Contractor submits sufficient documentation to the City that the expenses were directly incurred in providing the requested services and that such costs are not already included in the fee or hourly rate.

4.4.2. Travel-related expense (mileage, lodging, meals, etc.).

4.4.3. 4.4.2.1. Unless approved in writing ( e-mail acceptable) in advance, meals, lodging, and related Per Diem shall not exceed the rates outlined by the United States General Service
Administration (GSA).

4.4.2.2. https:/www.gsa.gov/travel-resources
The City shall not reimburse local travel (within Santa Clara County).

All reimbursable expenses shall be included in the Maximum Compensation
Amendment No. 1 to Agreement/Electrical Consultants, Inc.

Rev. 10/25/2019
Page4

5. Payment Provisions

5.1. Monthly Invoices. On a monthly basis, Contractor shall prepare an invoice which includes an itemization of time and materials spent on a services included in this Agreement for the preceding month with a detail listing the cost and source of such expenses and when they were incurred in a formal that will permit City to verify rates are the same as those authorized in the Agreement.

5.2. Contractor shall maintain documentation of such time and costs for City inspection for a period of three (3) years from the date of termination of this Agreement.

5.3. Upon receipt of an approved itemized written invoice from Contractor including submittal of certified payroll using LCP Tracker where applicable, City shall process Contractor's invoice for services performed and authorized costs incurred during that billing period.

Amendment No. 1 to Agreement/Electrical Consultants, Inc.

Rev. 10/25/2019

AMENDMENT NO. 1

TO THE AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
ELECTRICAL CONSULTANTS, INC.

EXHIBIT B-2- RATE SCHEDULE
Engineering / Management
Senior Project Manager II .................................................................... $221 Senior Project Manager 1 ................................................................... $182 Project Manager II ............................................................................... $163 Project Manager! ................................................................................. $145 Senior Engineer 11 ............................................................................... $183 Senior Engineer I ................................................................................ $156 Senior Project Supervisor ................................................................... $152 Project Supervisor ................................................................................. $115 Project Engineer 11 .............................................................................. $132 Project Engineer I •••••••••••••••••••••••••••••.••••••••••••••••••••••••••••••••••••••••••••.••••• $125 Associate Engineer II ........................................................................... $129 Associate Engineer 1 •.••••••••••••••••••••••••.••.•.•••.•••.•••.•••••••.••••••••.•••••••••••.•• $123 Design Engineer Ill .............................................................................. $109 Design Engineer II ............................................................................... $101 Design Engineer I ................................................................................ $ 95 Senior Designer II ............................................................................... $136 Senior Designer I ................................................................................ $121 Designer 111 ....•.•.•....................•.••..................••.............•.•••............•...... $106 Designer II ............................................................................................. $94 Designer 1 ............................................................................................... $79 Program Management / Support Staff
Project Controls Coordinator ............................................................... $167 Project Controls Specialist 111. ...•............................................•............ $129 Project Controls Specialist II ............................................................... $101 Project Controls Specialist I ••••••••••••••••••••••••••••.•••.••••••••.•••••••••••••••••••••.•• $86 Senior Drafter II ..................................................................................... $94 Senior Drafter I ••••.•••••••••••••.••••••••••••••••••.•••.••••••••••••••••.•.•••••••••.•••••••.••••••• $91 Drafter Ill ............................................................................................... $81 Drafter 11 ....•.•••................••..•.••.•...•.............•...•••........•....•....................... $79 Drafter! .................................................................................................. $69 Administrative -Executive ................................................................. $110 Administrative Assistant ........................................................................ $74 Amendment No. 1 to AgreemenUElectrical Consultants, Inc.

Rev. 10/25/2019

Rates

Survey / Real Estate
Senior Surveyor ................................................................................... $139 Surveyor 11 ........................................................................................... $113 Surveyor I •••.••.•.••••••••••.••••.•.•••.••.•••••••••••••.•••••••••••••••••••••••.••••••••••••••••.•.•.• $97 Survey Technician II .............................................................................. $79 Survey Technician I ••.•••••••.••.•••••••••••••••••••.••••••..••.•••••••••••••••••••••.•••..••••.•• $61 Senior Real Estate Specialist ............................................................... $133 Real Estate Specialist II ....................................................................... $116 Real Estate Specialist I •••••••.•••••••••••..••••••••••••••••••••.••••••••••••.•.•••.•••.•.••••••• $78 Corporate Project Management / Technical Oversight
Principal ............................................................................................... $229 Director/PhD ........................................................................................ $231 Amendment No. 1 to Agreement/Electrical Consultants, Inc.

Rev. 10/25/2019

AMENDMENT NO. 1

TO THE AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE
Exhibit A
Section
A
8 C
D
E
F
G
H
I
J
K
L
M
N
0 p
Q

CITY OF SANTA CLARA, CALIFORNIA,
AND
ELECTRICAL CONSULTANTS, INC.

EXHIBIT BM2-TASKS
AMENDED DECEMBER 15, 2021
Task Description
Provide a Detailed 3-year development plan for SVP's
electric svstem expansion
Provide the basis for updatinr.i the Load Development Fee Provide a high level 20-year development plan of SVP's
electric svstem expansion
Determine the ultimate need, capacity, configuration, and method of service, for proposed new substations
Assess SVP's submission to the CAISO's Transmission
Planning Process (TPP)
Assess SVP's CEC load forecast submittals
Assess the impact of increased future distributed generation and load
Assess the condition of the electric system and recommend maintenance and capital replacement
Review current system, substation, and feeder load
projections for reasonableness
Assess svstem reliability and provide cost/benefit analysis Assess svstem losses and provide cost/benefit analvsis
Assess the future reactive power requirements/need for
oower factor improvements
A report on each of the standards and guidelines listed and include an assessment of their adequacy
Identify the opportunities to utilize the enabling technology resultino from SVP's AMI deplovment
Assess the current emergency response plans, system
restoration capabilities, enercy control center
Review current engineering, operations and electric system key performance indicators
Assess the adequacy of existing vegetation management
oroorams and standards
Associated Enoineerino Services
TOTAL
Amendment No. 1 to Agreement/Electrical Consultants, Inc.

Rev. 10/25/2019 _
Not to Exceed
Budget
$173,683
$ 17,893
$121,773
$ 28,839
$ 25,405
$ 17,029
$ 30,965
$ 26,981
$ 18,385
$ 18,413
$ 11,581
$ 17,309
$ 79,439
$ 28,217
$ 59,613
$ 22,053
$ 12,509
$139,913
$850,000
Page8
AMENDMENT NO. 1

TO THE AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
ELECTRICAL CONSULTANTS, INC.

EXHIBIT D- DIGITAL DATA PROTOCOL

1. Description of Requirements

1.1. Unless otherwise specified by City, the Contractor shall utilize e-Builder for submission of data and documents throughout the duration of the Agreement.

1.2. e-Builder is a web-based construction management application hosted by e­ Builder. It shall be the primary means of project information submission and management or as otherwise agreed upon with the City.

2. License and Training

2.1. The City will establish the Contractor's access to e-Builder by providing up to three licenses to Contractor personnel at City's cost. At the City's sole discretion, further licenses may be provided but, if the City incurs a cost for such additional licenses, those costs shall be paid for by the Contractor.

2.2. Contractor is required to obtain all necessary training to use the software. The City will provide one classroom training or a web-based seminar. A training session is 1 - 2 hours.

3. Use of e-Builder

3.1. The contractor and users will be required to set up their computers/systems to use e-Builder in accordance with the e-Builder Online User Guide.

3.2. Contractor shall assure that staff (including staff of sub-contractor) will have regular access to a personal computing device with minimum specifications as updated at the following link: www.e-builder.net

3.3. Contractor staff are responsible for visiting the Project web site on a daily basis, and as necessary to: be kept fully appraised of Project developments, view correspondence and assigned tasks and review other matters that transpire on the site.

3.4. Contractor shall ensure that all supporting data including but not limited to shop drawings, product data sheets, manufacturer data sheets and Amendment No. 1 to AgreemenUElectrical Consultants, Inc.

Rev. 10/25/2019
Page9
instructions, method statements, safety MSDS sheets, Substitution Requests and the like will be submitted in digital format via e-Builder Enterprise TM.

3.5. All Product Data, reports, certifications, etc. must be submitted in PDF format. (If a sample is able to be scanned, it is requested a scanned PDF copy is submitted with the sample.);

4. Connectivity

4.1. e-Builder is a web-based environment and therefore it is subject to the inherent speed and connectivity limitations of the Internet.

4.2. The Contractor is responsible for its own connectivity to the Internet. e-Builder response time is dependent on the Contractor's equipment, including processor speed, Internet access speed, etc. and current traffic on the Internet.

4.3. The City will not be liable for any delays associated from the usage of e­ Builder including, but not limited to: slow response time, down time periods, connectivity problems, or loss of information.

4.4. The Contractor shall ensure connectivity to the e-Builder system whether at the home office or job site.

4.5. Under no circumstances will usage of e-Builder be grounds for a time extension or cost adjustment to the Contract.

5. Ownership of Data
Data entered in a collaborative mode (entered with the intent to share as determined by permissions and workfiows within the e-Builder system) by the City and the Contractor will be jointly owned.

6. Documents

6.1. The Contractor is responsible for managing, tracking, and documenting activities to comply with the requirements of the Agreement.

6.2. Contractor shall be responsible for scanning or otherwise converting to electronic format all project submittals and Contractor correspondence, drawings, sketches, etc., and uploading them to the e-Builder web site and shall be responsible for the validity of its information placed in e-Builder. The City's acceptance via automated system notifications or audit logs extends only to the face value of the submitted documentation and does not constitute validation of the Contractor's submitted information.

Amendment No. 1 to Agreement/Electrical Consultants, Inc.

Rev. 10/25/2019

6.3. All project documents shall be processed and distributed digitally over the internet.

6.4. While regular email will still be used for communication, e-Builder shall be utilized as much as possible in connection with all document and information management required by these Contract Documents.

6.5. The Contractor shall utilize the existing forms and processes in e-Builder to the maximum extent possible. If a required form does not exist in e-Builder, the Contractor shall include a form of its own or one provided by the City (if available) as an attachment to a submittal or process.

6.6. Documents and information to be submitted electronically include, but are not limited to:

6.6.1. Correspondence including letters and e-mails;

6.6.2. Meeting Minutes;

6.6.3. Contract

6.6.4. Change Order and Potential Change Order requests and documentation, including record copies of Change Orders, Proposals, Modifications;

6.6.5. Invoices and Monthly Payment Requests;

6.6.6. Submittals and shop drawings

6.6.7. Requests for Information (RFI) and submittals

6.6.8. Official reports, such as Commissioning reports;

7. Archive Copies
Contractor shall keep an archive copy of all digital data created by Contractor, or submitted to Contractor via e- mail, or resident on the any Contractor system for the duration of the R"oject. Such shall be available to City and authorities with jurisdiction (including funding agencies or representatives) on demand.

Amendment No. 1 to Agreement/Electrical Consultants, Inc.

Rev. 10/25/2019

AMENDMENT NO. 1

TO THE AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
ELECTRICAL CONSULTANTS, INC.

EXHIBIT E - LABOR COMPLIANCE ADDENDUM
This Agreement is subject to the requirements of California Labor Code section 1720 et seq. requiring the payment of prevailing wages, the training of apprentices, and compliance with other applicable requirements.

A. PREVAILING WAGE REQUIREMENTS

1. Contractor shall be obligated to pay not less than the General Prevailing Wage Rate, which can be found at www.dir.ca.gov, which shall be available to any interested party upon request. Contractor is also required to have a copy of the applicable wage determination posted and/or available at each job site.

2. Specifically, contractors are reminded of the need for compliance with Labor Code Section 1774-1775 (the payment of prevailing wages and documentation of such), Section 1776 (the keeping and submission of accurate certified payrolls) and 1777.5 in the employment of apprentices on public works projects. Further, overtime must be paid for work in excess of 8 hours per day or 40 hours per week pursuantto Labor Code Section 1811-1813.

3. Special prevailing wage rates generally apply to work performed on weekends, holidays and for certain shift work. Depending on the location of the project and the amount of travel incurred by workers on the project, certain travel and subsistence payments may also be required. Contractors and subcontractors are on notice that information about such special rates, holidays, premium pay, shift work and travel and subsistence requirements can be found at www.dir.ca.gov.

4. Only bona fide apprentices actively enrolled in a California Division of Apprenticeship Standards approved program may be employed on the project as an apprentice and receive the applicable apprenticeship prevailing wage rates. Apprentices who are not properly supervised and employed in the appropriate ratio shall be paid the full journeyman wages for the classification of work performed.

5. As a condition to receiving progress payments, final payment and payment of retention on any and all projects on which the payment of prevailing wages is required, Contractor agrees to present to City, along with its request for payment, all applicable and necessary certified payrolls (for itself and all applicable subcontractors) for the time period covering such payment request.

Amendment No. 1 to Agreement/Electrical Consultants, Inc.

Rev. 10/25/2019

The term "certified payroll" shall include all required documentation to comply with the mandates set forth in Labor Code Section 1720 et seq, as well as any additional documentation requested by the City or its designee including, but not limited to: certified payroll, fringe benefit statements and backup documentation such as monthly benefit statements, employee timecards, copies of wage statements and cancelled checks, proof of training contributions (CAC2 if applicable), and apprenticeship forms such as DAS-140 and DAS-142.

6. In addition to submitting the certified payrolls and related documentation to City, Contractor and all subcontractors shall be required to submit certified payroll records and related documents electronically to the California Department of Industrial Relations. Failure to submit payrolls to the DIR when mandated by the project parameters shall also result in the withholding of progress, retention and/or final payment.

7. No contractor or subcontractor may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1 (a)].

8. No contractor or subcontractor may be awarded a contract for public work on a public works project, unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. Contractors MUST be a registered "public works contractor'' with the DIR AT THE TIME OF BID. Where the prime contract is less than $15,000 for maintenance work or less than $25,000 for construction alternation, demolition or repair work, registration is not required.

9. All contractors/subcontractors and related construction services subject to prevailing wage, including but not limited to: trucking, surveying and inspection work must be registered with the Department of Industrial Relations as a "public works contractor''. Those who fail to register and maintain their status as a public works contractor shall not be permitted to perform work on the project.

10. Should any contractor or subcontractors not be a registered public works contractor and perform work on the project, Contractor agrees to fully indemnify the City for any fines assessed by the California Department of Industrial Relations against the City for such violation, including all staff costs and attorney's fee relating to such fine.

11. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

8. AUDIT RIGHTS
All records or documents required to be kept pursuant to this Agreement to verify compliance with this Addendum shall be made available for audit at no cost to City, at any time during regular business hours, upon written request by the City Amendment No. 1 to AgreemenUElectrical Consultants, Inc.

Rev. 10/25/2019

Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such records or documents shall be provided to City for audit at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records or documents shall be made available at Contractor's address indicated for receipt of notices in this Agreement.

C. ENFORCEMENT

1. City shall withhold any portion of a payment; including the entire payment amount, until certified payroll forms and related documentation are properly submitted, reviewed and found to be in full compliance. In the event that certified payroll forms do not comply with the requirements of Labor Code Section 1720 et seq., City may continue to hold sufficient funds to cover estimated wages and penalties under the Agreement.

2. Based on State funding sources, this project may be subject to special labor compliance requirements of Proposition 84.

3. The City is not obligated to make any payment due to Contractor until Contractor has performed all of its obligations under these provisions. This provision means that City can withhold all or part of a payment to Contractor until all required documentation is submitted. Any payment by the City despite Contractor's failure to fully perform its obligations under these provisions shall not be deemed to be a waiver of any other term or condition contained in this Agreement or a waiver of the right to withhold payment for any subsequent breach of this Addendum.

4. City or the California Department of Industrial Relations may impose penalties upon contractors and subcontractors for failure to comply with prevailing wage requirements. These penalties are up to $200 per day per worker for each wage violation identified; $100 per day per worker for failure to provide the required paperwork and documentation requested within a 10-day window; and $25 per day per worker for any overtime violation.

Amendment No. 1 to Agreement/Electrical Consultants, Inc.

Rev. 10/25/2019

Ebix Insurance No. S200001715
AMENDMENT NO. 2

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
ELECTRICAL CONSULTANTS, INC.

PREAMBLE
This agreement ("Amendment No. 2") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Electrical Consultants, Inc. a Montana corporation, (Contractor). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties."

RECITALS
A. The Parties previously entered into an agreement entitled "Agreement for Design Professional Services" dated October 21, 2020 (Agreement) for the purpose of having Contractor provide review, inspection, and analysis necessary to prepare for a System Expansion Plan of the City's electric system; and B. The Agreement was previously amended by Amendment No. 1, dated December 16, 2021. The Agreement and all previous amendments are collectively referred to herein as the "Agreement as Amended"; and
C. The Parties now wish to amend the agreement to extend the Term and to increase the maximum compensation.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Paragraph 2 of the Agreement as Amended, entitled "TERM OF AGREEMENT" is amended to read as follows: "Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on October 1, 2020, and terminate on December 31, 2025."

2. Section 6 of the Agreement as Amended, entitled "COMPENSATION AND PAYMENT" is amended to read as follows:
"In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled "COMPENSATION AND FEE SCHEDULE." The Maximum Compensation of this Agreement is one million five hundred thousand dollars ($1,500,000), subject to budget appropriations, which includes all payments for the Services and expenses, supplies, materials and equipment required to perform the Services. All Services performed or materials provided in excess of the Maximum Compensation shall be at Contractor's expense. City does not guarantee any minimum compensation under this Agreement.

Amendment No. 2 to Agreement/Electrical Consultants, Inc.

Rev. 09/29/2023

Contractor shall not be entitled to any payment above the Maximum Compensation under any circumstance. "

3. Exhibit A Scope of Services shall be deleted and replaced with the attached Exhibit A - Scope of Services - Amended September 1, 2023 .

4. Exhibit B - Schedule of Fees shall be deleted and replaced with the attached Exhibit B - Compensation and Fee Schedule - Amended September 1, 2023

5. Except as set forth herein , all other terms and conditions of the Agreement as Amended shall remain in full force and effect. In case of a conflict in the terms of the Agreement as Amended and this Amendment No.2, the provisions of this Amendment No. 2 shall control.

The Parties acknowledge and accept the terms and conditions of this Amendment No. 2 as evidenced by the following signatures of their duly authorized representatives .

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form : Dated:

JJa11 /et tatt/11
Daniel Ballin (Oct 12, 2023 12:27 PDT)
GLEN R. GOOGINS
City Attorney ~

J D OGAN
~
"CITY"
City of Santa Clara
1500 Warburton Avenue
Santa Clara , CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
ELECTRICAL CONSULTANTS, INC.
a Montana corporation
Dated: 09/29/2023
By (Signature): [) ~ fl w?c.efJ_
Name: David R. Maehl
Title : Vice President Power Supply
Principal Place of 3521 Gabel Road
Business Address: Billings, Montana 59102
Email Address: Dave .maehl@eciusa .com
Telephone: (406) 259-9933
"CONTRACTOR"
Amendment No. 2 to AgreemenUElect rical Consultants , Inc.

Rev. 09/29/2023

AMENDMENT NO. 2

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND ELECTRICAL CONSULTANTS, INC.

EXHIBIT A - SCOPE OF SERVICES
AMENDED SEPTEMBER 1, 2023
The Services to be performed for the City by the Contractor under this Agreement are set forth below.

1. Contractor Scope

1.1. Contractor shall perform all the review, inspection, and analysis necessary to prepare a System Expansion Plan for Silicon Valley Power's (SVP) electric system. The plan shall provide an assessment of the current electric system and a complete plan for its future development.

1.2. The System Expansion Plan shall include a minimum of the following items:

1.2.1. 1.2.2.

1.2.3. 1.2.4.

Contractor shall provide a detailed 3-year development plan of SVP's electric system expansion to meet the significant new load being connected to SVP's system. The focus will be on building multiple capital improvement projects in parallel to meet the 3-year short term capacity need while maintaining electric system reliability. Working with SVP, Contractor will prioritize the projects and provide a strategy, schedule, and estimated cost for their completion. All projects in the detailed 3-year plan are to include preliminary engineering (30% plans - constructability reviewed and sequencing with remaining projects) and specify any permitting requirements, land requirements, and
construction scope. Contractor will provide guidance on establishing proper maintenance of proposed new assets and technology. Contractor completed these Services prior to the effective date of Amendment No. 2.

Constructor shall provide the basis for updating the Load Development Fee per the final System Expansion Plan. The Load Development Fee is established to recover costs incurred by the City in modifying its electrical infrastructure to support load growth spurred by new development.

Contractor shall provide a high level 20-year development plan of SVP's electric system expansion to meet high, medium, and low load trajectory scenarios for future load growth. The focus will be on building a footprint for SVP to meet future load growth over the next 20 years while maintaining electric system reliability.

Working with SVP, Contractor will recommend the ultimate Amendment No. 2 to AgreemenUElectrical Consultants, Inc.

Rev. 09/29/2023

1.2.5. 1.2.6.
need, capacity, configuration, and method of service, for proposed new substations and the future disposition of each existing substation considering the current property size, age and condition of the equipment, estimated remaining life, and number of feeders. Contractor completed these Services prior to the effective date of Amendment No. 2.

Contractor shall assess SVP's submission to the California Independent System Operator's (CAISO)Transmission Planning Process (TPP) to ensure that PG&E Bulk Electric System (BES) projects have been identified and are on schedule to meet SVPs load growth. In addition, Contractor shall assess SVP's Transmission Planning process to meet CAISO, Western
Electricity Coordinating Council (WECC), and TPL-001-5.

Contractor completed these Services prior to the effective date of Amendment No. 2.

Contractor shall assess SVP's CEC load forecast submittals used to generate the biennial Integrated Energy Policy Report (IEPR). Contractor completed these Services prior to the effective date of Amendment No. 2.

1.2.7. Contractor shall assess the impact of increased future distributed generation and load (i.e. solar, battery storage, electric vehicles) and provide recommendations regarding the most optimal integration with the distribution system and possible use of distributed generation by SVP to improve system efficiency and reliability. Contractor completed these Services prior to the effective date of Amendment No. 2.

1.2.8. Contractor shall assess the condition of the existing electric system and recommend maintenance and capital replacements as required. The assessment should also consider the future impact of aging infrastructure. Contractor completed these Services prior to the effective date of Amendment No. 2.

1.2.9. Contractor shall review current system, substation, and feeder load projections for reasonableness and use the results to determine the ultimate system, substation, and feeder plan.

Contractor shall assess the potential problems if actual loads differ significantly from projected loads. Contractor completed these Services prior to the effective date of Amendment No. 2.

1.2.10. Contractor shall assess system reliability and provide cost/benefit analysis and estimated levels of improvement for recommendations on ways to maintain or improve it. Contractor completed these Services prior to the effective date of Amendment No. 2.

1.2.11. Contractor shall assess system losses and provide cost/benefit Amendment No. 2 to AgreemenUElectrical Consultants, Inc.

Rev. 09/29/2023

analysis for recommendations on ways to reduce system losses.

1.2.12. Contractor shall assess the future reactive power requirements/need for power factor improvement to the electric substation, distribution, 230kV/115kV/60 kV transmission systems and include a benefit/cost analysis of feeder capacitors versus substation capacitors. Contractor completed these Services prior to the effective date of Amendment No. 2.

1.2.13. Contractor shall prepare a report on each of the standards and guidelines listed below including (1) an assessment of the adequacy of the standards and guidelines, (2) note any
deficiencies, (3) recommend changes that can be immediately incorporated into guidelines and standards, and (4) if deemed necessary, a recommended plan to bring each guideline or standard up to relevant industry standards and current practices, including mitigation of arc-flash hazards. Additionally, Contractor shall address the absence of any standards and guidelines that a utility the size of SVP should have and provide
recommendations made on how to best produce those
standards and guidelines.

1.2.13.1. Existing system planning criteria, including conductor and equipment rating, loading, short circuit studies,
capacity determination for substations, transmission
lines, distribution lines, and service facilities.

1.2.13.2. Engineering design guidelines for substations, transmission lines, distribution lines, and service
facilities.

1.2.13.3. Conductor and equipment loading capacities (under both normal full load and Emergency conditions) for
substations, transmission lines, distribution lines and service facilities.

1.2.13.4. Material and equipment standards and
specifications.

1.2.13.5. Economic evaluation criteria and methods for
determination of return on investment.
1 .2.14. Contractor shall identify the opportunities to utilize the enabling technology resulting from SVP's Advanced Metering
Infrastructure (AMI) and Smart Grid deployment and
recommend the most effective methods to utilize and capture value from the proposed Smart Grid initiatives over the next five and twenty-year planning periods.

1.2.15. Contractor shall assess and make recommendations for improvements to SVP's current emergency response plans, Amendment No. 2 to Agreement/Electrical Consultants, Inc.

Rev. 09/29/2023

system restoration capabilities, energy control center and back­ up control center facilities, emergency material stockpiling, and feeder back-up capacity.

1.2.16. Contractor shall review current engineering, operations and electric system Key Performance Indicators (KPls) in use and make recommendations regarding the adequacy and validity of the KPl's. Contractor completed these Services prior to the effective date of Amendment No. 2.

1.2.17. Contractor shall assess the adequacy of existing vegetation management programs and standards and make
recommendations for improvements.

1.2.18. Contractor shall perform associated engineering and consulting support .. Tasks shall include CAISO application support for BESS integration as well as KRS / SRS short circuit study.

Contractor completed these Services prior to the effective date of Amendment No. 2.

1.2.19. Contractor shall perform review of Main Power Transformer Specifications through its subconsultant, Mr. Pierre Feghali, P.E.

1.2.20. Contractor shall support the TPP 23/24 Study including:

Contractor completed these Services prior to the effective date of Amendment No. 2.

1.2.20.1 1.2.20.2

1.2.20.3 Load Flow Analysis
Report Preparation
Weekly Meetings

1.2.21. Contractor shall support the System Expansion Plan for TPP 24/25 Study including:

1.2.21.1 1.2.21.2

1.2.21.3 Load Flow Analysis
Report Preparation
Weekly Meetings

1.2.22 Contractor shall draft Department of Energy (DOE) application for Smart Wires Project/ Owner's Engineer and provide application support.

1.2.23 Contractor shall provide Geomagnetic Disturbance (GMO) Study support to PowerWorld. This includes interface with SVP Engineering personnel and PowerWorld technical staff throughout the duration of the GMO Study.

1.2.24 Contractor shall provide spatial analysis for load growth projections and EV/electrification impacts to load growth scenarios.

1.2.25 Contractor shall provide miscellaneous engineering services. This Amendment No. 2 to Agreement/Electrical Consultants, Inc.

Rev. 09/29/2023

incorporates study requests from SVP Engineering staff including development of a 2023 SVP Transmission Expansion Plan (STEP) Study which contains power flow analysis for evaluation of Alternating Current (AC) thermal and voltage levels with consideration of various load ramps and sensitivity cases.

1.2.31 Contractor shall provide Current Distribution Electromagnetic Fields Grounding and Soil Structure Analysis CDEGS & Ampacity
analysis, thermal and electrical resistivity reports for the City Park ground study.

1.3. Deliverables are to be complete by the end of the contract term.

1.4. While performing services, Contractor shall conduct all necessary meetings and interviews, keep minutes and interview summaries as requested, and provide copies to SVP.

2. At the conclusion of the project, the Contractor shall provide electronic copies of all final reports, worksheets, system studies and data associated with this project to SVP in (but not limited to) .pdf, .docx, .xlsx, .xml, .dwf, .dwg, .sav formats as applicable and that are not proprietary in nature. If work is complete in PowerWorld, Contractor to ensure the deliverable is provided in proper and functional GE PSLF format.

3. E-BUILDER

3.1. When required by City, Contractor shall use utilize e-Builder for submission of data and documents throughout the term of this agreement.

3.2. e-Builder is a web-based construction management application hosted by e-Builder, Inc. For certain projects to be defined by the City, e-Builder shall be the primary means of project information submission and management or as otherwise agreed upon with the City.

3.3. The City will establish the Contractor's access to e-Builder by providing licenses to Contractor's personnel at City's cost. The Contractor's designated users will be required to set up their computers/systems to use e-Builder in accordance to the e-Builder User Training Guide. The City reserves the right to limit the licenses issued to Contractor in the future.

3.4. Contractor is required to obtain all necessary training to use the software.

The City will provide one classroom training or a web-based seminar. A training session is 1-2 hours.

3.5. e-Builder is a web-based environment and therefore it is subject to the inherent speed and connectivity limitations of the Internet. Contractor is responsible for its own connectivity to the Internet. e-Builder's response time is dependent on the Contractor's equipment, including processor speed, Internet access speed, etc., and current traffic on the Internet. The City will not be liable for any delays associated with the usage of e-Builder including, but not limited to slow response time, downtime periods, connectivity problems, or loss of information. The Contractor shall ensure Amendment No. 2 to Agreement/Electrical Consultants, Inc.

Rev. 09/29/2023

connectivity to the e-Builder system whether at the home office or job site.

Under no circumstances will the usage of e-Builder be grounds for a time extension or cost adjustment to the Agreement.

3.6. Data entered in a collaborative mode (entered with the intent to share as determined by permissions and workflows within thee-Builder system) by the City and the Contractor will be jointly owned.

3.7. Contractor is responsible for managing, tracking, and documenting the Services to comply with the requirements of this Agreement. The City's acceptance via automated system notifications or audit logs extends only to the face value of the submitted documentation and does not constitute a validation of the Contractor's submitted information.

3.8. At the City's sole discretion, project documents may be processed and distributed digitally over the internet or may be required to be presented in hard copy format.

3.9. While regular email may still be used for communication, when requested by the City, e-Builder shall be utilized as much as possible in connection with all document and information management required in the performance of projects where City has directed the use of e-Builder.

Contractor shall be responsible for scanning or otherwise converting to electronic format all project submittals and Contractor correspondence, drawings, sketches, etc., and uploading them to thee-Builder website and shall be responsible for the validity of the information placed in e-Builder.

The Contractor shall utilize the existing forms and processes in e-Builder to the maximum extent possible. If a required form does not exist in e­ Builder, the Contractor shall include a form of its own or one provided by the City (if available) as an attachment to a submittal or process.

Documents and information to be submitted electronically include, but are not limited to:

3.9.1. 3.9.2.

3.9.3. 3.9.4.

3.9.5. 3.9.6.

3.9.7. 3.9.8.

3.9.9. Correspondence
Meeting minutes
Product data, reports, certifications, etc. must be submitted in PDF. (If a sample can be scanned, it is requested that a scanned PDF copy be submitted with the sample.

Requests for Information (RFl's)
Submittals and shop drawings
Change order requests and documentation, including record copies of change orders, proposals, and modifications.

Pay applications
"Official" correspondence (such as letters) including informal correspondence, such as email.

Pre-Task Plans (PTPs)
Amendment No. 2 to Agreement/Electrical Consultants, Inc.

Rev. 09/29/2023

3.9.10. 3.9.11.

3.9.12. 3.9.13.

3.9.14. 3.9.15.

Daily construction reports and other daily reports including Contractor Quality Control (CQC) Reports
All official reports, such as commissioning reports
Notices and claims
Operations and maintenance manuals
All close-out documents, and
All testing results

3.10. Archive Copies: When requested by City, Contractor shall keep an archive copy of all digital data created by Contractor, or submitted to Contractor via e-mail, or resident on the e-Builder for the duration of the Project. Such data shall be available to City, and authorities with the jurisdiction (including funding agencies or representatives) on demand.

3.11. Should the City replace e-Builder with a different project management tool, Contractor, and subcontractors shall be required to utilize the new project management tool selected by the City.

4. SVP Responsibilities: To assist Contractor in performing the Services, SVP shall provide the following:

4.1. Copies of all relevant existing standards, design guidelines, system planning guidelines, specifications and drawings required,

4.2. Full access to any and all existing plans and records relevant to the performance of the contract.

4.3. Access to the ESRI GIS database that includes electric infrastructure, land use, AMI system configuration, and related information.

4.4. Available distribution system data for analysis such as distribution feeder reads, transmission line reads, and substation banks loading during the past peak load periods.

4.5. Complete transmission system database in GE PSLF, DEW, and Aspen.

4.6. Available system inspection and maintenance information.

4.7. Past system evaluations and annual system reports.

4.8. System load forecast and Capital Improvement Plans.

4.9. Latest Integrated Resource Plan.

4.10. Operating system data as available from SCADA (There presently is no SCADA data available on the distribution system beyond the substation boundary walls).

4.11. Incremental generation and purchased power costs.

4.12. Current electric rates and Rules and Regulations
Amendment No. 2 to AgreemenUElectrical Consultants, Inc.

Rev. 09/29/2023

AMENDMENT NO. 2

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND ELECTRICAL CONSULTANTS, INC.

EXHIBIT B - COMPENSATION AND SCHEDULE OF FEES
AMENDED SEPTEMBER 1, 2023

1. Compensation and Cost Estimates:

1.1. This is a time and materials contract with a total not-to-exceed amount specified in Section 6 of the Agreement. The maximum compensation specified in Section 6 includes all services provided under this Agreement as Amended including those services provided in advance of this Amendment.

1.2. Cost Estimates: Detail tasks and cost are found in Exhibit B-1 COST ESTIMATE BY ACTIVITY.

1.2.1. In the event that Contractor is requested to perform additional work not included in the scope of this Agreement or if a task exceeds the Budget outlined in Exhibit B-1, Contractor shall submit a proposal for such additional work or request for additional funds.

1.2.2. If remaining contingency funds are available in the Agreement to complete the project quoted, Contractor may perform such additional work upon written City may issue a purchase order or change to purchase order to authorize such work.

1.2.3. If insufficient contingency funds are available to complete proposed work, an Amendment to this Agreement shall be executed in advance of starting work. No products or services that will commit or authorize funds in excess of the contingency funds outlined in will be provided unless both Parties execute an Amendment to this Agreement.

1.3. Subject to written approval of the City, Contractor may transition costs between categories within each cost estimate but only to the extent that these transitions leave sufficient funding to complete the project identified in each Task.

2. Rates

2.1. Rates. Contractor shall invoice all Services at the rates listed in Exhibit B-2 attached and incorporated by reference .

2.2. Services performed prior to this Amendment shall be invoiced at the rates in place at the time of the service.

3. Reimbursable Expenses. Contractor may pass through costs set forth in Exhibit B-

3. Expenses shall be reimbursable only to the extent that (1) Contractor submits sufficient documentation to City that the expenses were directly incurred in providing Amendment No. 2 to Agreement/Electrical Consultants, Inc.

Rev. 09/29/2023

the required Services, (2) Contractor demonstrates that such expenses aren't included in the hourly rate where applicable, (3) such expenses were approved in advance by City, (4) Contractor submits receipts, invoices, or other supporting documentation demonstrating that such reimbursable costs were incurred.

Reimbursable Expense Schedule Mark Up
The cost of mailing , shipping and/or delivery of any No Markup documents or materials .

The cost of photographing , printing , reproducing and/or No Markup copying any documents or materials .

Charges for outside services (including subcontractor Not to exceed 10% fees , equipment , materials , and facilities not furnished directly by Contractor).

Other reimbursable expenses with prior written approval No Markup from the City
Allowable mileage will be charged at the prevailing IRS No Markup rate per mile.

Unless approved in writing (e-mail acceptable) in No Markup advance, meals, lodging , and related per diem shall not exceed the rates outlined by United States General
Services Administration (GSA) .
htti;2s://www .gsa.gov/travel -resources . Airfare or rental car, where applicable shall be at economy rates.

4. Invoicing and Payments

4.1. Contractor will invoice City on a monthly basis for Services provided by Contractor during the preceding month on an invoice and in a format approved by City and subject to verification and approval by City.

4.2. All monthly invoices shall include:

4.2.1. PO number;

4.2.2. Itemization of the authorized expenses incurred, if any, with a detail listing the cost and source of such expenses and when they were incurred in a formal that will permit City to verify rates are the same as those authorized in the Agreement; and

4.2.3. Amount paid to date and amount remaining in the Agreement and Purchase Order.

4.3. Recalculation. The City may recalculate and pay invoices based on the rates established in this Agreement.

4.4. Certified Payroll. When applicable , Contractor must submit all necessary certified payrolls through LCP Tracker in advance of its request for payment.

These submittals shall comply with the requirements set forth in Exhibit D and are subject to verification by the City.

4.5. If there are no discrepancies or deficiencies in the submitted invoice and Contractor has submitted all Certified Payroll (where required), City shall process the invoice for payment within 30 days.

Amendment No. 2 to Agreement/Electrical Consultants, Inc.

Rev. 09/29/2023

EXHIBIT B-1 TASKS ASSOCIATED NOT-TO-EXCEED AMOUNT

EGI COST ESTIMATE FOR SYSTEM EXPANSION PLAN ADDITIONAL TASKS "l'asks StcbCot1:$UEtants Mark Ups ODCs Oliglnal Amentl!ment 2 NewTobd STATUS AT TIME VPF Transformer Power World OU\er~e-r:t
Task# OF AMENDMENT TASK DE.SCR!PllON Consutt!ng Corporation 110%) S"b Mari<: u~ Cos~ To!i:i! Fee N0.2
Petcent
Com lete

1.2. \ 100%
:P-rwid-a;;, -det;;~o'ld J.year -cf.evelopm~ril ptan of $Vf'"s $ 173,683 -e1ec!rfosysreme~pansioo s 173,683

1.2.2 10% F'rn,rfrl-e !he basis for llpdati119 tho!! lrnid D1:1\lercp-rrnint fee $ 17,693 $ 17,693
1-2.3 5(1:% Provide a high lwi!120-ye;ir-oo'l/sr0Jlrner.l pf.l11 DfSVP'~ s 121,773 i;:lw;.fri.:: system e-i:~1111-sio'.ln $ 121,773

1.2.4 100-%
Dat,e,mme tile u{tirm1!e 11eecl, -capacity, «mti[ltlralion, and- $ 28,639 me!nod ci! seNkt\ for proposed n0'1'3';mbstat~om; $ 26,639

1.2.5 "10(1% A-ise.ss SVP's $Ubrt.i~-s-iorc !o !he CAISO's Trans:mlss.iori Plaimirt~ Proce-s5 (TPPJ $ 25,405 $ 25,405
1,2,6 100% Assess SVP-'s CEC tco1d fur-!!<=a~t st1brr.il;rals $ 17,029 $ 17,029 ,_:t7 l00%
As~ess "!he imp.act i:i! im:-reased rurure dtS!ribulecl !}ecnerntioo s 30,965 1J:l\dlcic1t1 s 30,965

1.2.8 100%
A:.ses:i lhe cotidrtion of Ille lale<Jttio S)'Stem and r&eomm,md $ 26,981 mai~lemm~e sirtd c-a~~! rep-l;i:c1m1.i11!s s 26,981

1.2,9 100% Review .curre~I syslem, ~ub:s-lation, and foudnr !Osi~ s \B,385 proje;-c:l:iotis for n.iasom:ib~.i~~ $ 18,385
1_2_1:0 1-00%
Assess sys Ism reliBb~ily .anc:I p-ro11]cis msti1le!lelilana~~i~ $ 16,413 $ 18,413

1.2.11 15%
As-..ess system los.ses e.r,d provide t()Sl/be!lelit amdys~ $ 11,581 s 11,581
1,2.12 !00%
Asses a the fut1J1e-reactive power requir~nWll~~ fcr
$ 17,309 p·owe, fac!m improve:me:rit $ 17,309
1_2_13 SO%
A rep or! cem eae~ of lh-a stalidards i;ind gt1ide!ines ~st>.:Jd and s 79,43g inclt./00 an as.-ssssmel'lt ofllieir a:iie(!Ua~ $ 79,439

1.2.14 30%
ld.i11tify ltla opportimities lo utilize, the enahlll'lg technololJ'I $ 28,217 te-s1J11i!lg: frnhi SVP's AM! depkiymern! $ 28,217

1.2.15 10%
Ass~s llie Ct.Ji tent eme,ge!lcy response plans, sy~tem s 59,613 ,-e~!oratim; -c:.ip.ibi!i~e:s:. en~ «m!rcl ;;enlllr $ 59,613 1_2_16 100%
ReNiew C\Jrre-nl IH'l!]in'=flrin.g, op-eraticins 11rid clw;.bi,:; :s~stllm $ 22,053 ke-yJJ-1=rfuml<1r1wi-n<fu::o1for"J $ 22,053

1.2.i7 0%
As::1,s~ Ille i'idllq!.1i'l(:)"-m m:~~·ag: vege-lafu:m frl:Ml<l:g:M!Mt $ 12,509 Pfl'.19rantSilr'lil!llatidard:i $ 12,509
,_2_·18 Hl0% Aj;sociRh:il En.gi11eetirig S-eMMS $ 95,913 s 85,913 IASK019 'fran:e;;form-er SpeclflcatJo=, Revfe-w

1.2.19 50%
NRSIKRS/SRS Tr.ms.former S?ecifkelkm Re\liew b1
SL1bCan~u-lle11!; IL!r_ Pierre Feghal~, Pf: ~ 28.000 $ 2,600 $ 30,800 $ 30,800 TASK020 TPP 23/24 study
,_2_20.1 100% Load rlow amilyis s 64,575

1.2.202 100% R-e~ Pn.1paraticr1 $ 23,260

1.2.20,3 100% We,;i~MaeUllg:lc $ 22,170
$ 110,005
TASK 021 TPP 24/25 Study

1.2.21.1 50% load flQW 11F111ryis $ 64,575
1_2_21_2 0% Report Pt,epara.Hoo $ 23,260
i 2213 60% We-elly Mfftiri~s $ 22,170
$ 110,005
TASK022 DOE Smart Win.,s
1_2_22 30% Y,e,chnicalarid PMSupp«t for OOEAp-p-lk:a~oFI imd $ 39,996 ~UbSe-QU-E!Jltfollowup $ 39,996
TASK023 GMll Power-World Suppa-rt
"1.2.23 0%
Evaluat-a Pot6111iilf impacl nf Geomagnebc Oistwb-anoes ·cm SVP Power s1s1.em $ 28.000 $ 2,600 $ 30,800

1.2.23 0% Mooe~rig s~ppcxt to POW1;rN□ ~!l Cnrpora~an $ 42,012 $ 72,81i
TASK 024 Load Grt;1Wth Scettarros

1.2.24 o•~ Loa-el Fkw i'll1~fi'l~ fQr~rious: li:iiid gruwth se;isllNJEie9. $ 139,9B8 $ 139,988 TASK025 2023 Mtscellaneous EngEn-eerin-g
Sel'Vi-ces

1.2,25 0% Ertgil1!;l!lri°!lg Su~;mrt for rem11l!iE1tg-Slildi-M la~k items $ 118,821 $ 118,821

1.2.25 Cor,.li11gEancy $ 125 $ 125
TASK svp.031 Cttt Place G:roundl11g Stud11

1.2.31 75%
CD!::GS & ~ify arn,dysts, Therwd and Beclrk--ai
$ 71,448 R.isblNi~ Rep,orts: $ 44,000 $ 27,446
I
Total $ B50,000 $ 550,000 1,500,000
Amendment No. 2 to Agreement'Electrical Consultants, Inc. Page 12 TABLE B-2 HOURLY RA TES
Hourly Rate Hourly Rate
Category/Position Effective October 1, 2020 Effective
Throu~h April 30, 2023 Mav 1, 2023
Engineering/Management
Senior Project Manager II $251 $248
Senior Project Manager I $208 $210
Project Manager 11 $185 $188
Project Manager I $165 $169
Senior Engineer II $209 $211
Senior Engineer I $178 $181
Senior Project Supervisor $174 $175
Project Supervisor $131 $135
Project Engineer II $151 $154
Project Engineer I $143 $145
Associate Engineer II $147 $149
Associate Engineer I $141 $143
Design Engineer Ill $124 $127
Design Engineer II $116 $119
Design Engineer I $109 $110
Senior Designer II $155 $152
Senior Designer I $139 $141
Designer Ill $121 $124
Designer II $107 $109
Designer I $90 $92
Program Management/Support Staff
Project Controls Coordinator $190 $195
Project Controls Specialist 111 $148 $149
Project Controls Specialist 11 $115 $119
Project Controls Specialist I $98 $101
Senior Drafter II $107 $108
Senior Drafter I $103 $106
Drafter Ill $93 $95
Drafter II $90 $92
Drafter I $79 $82
Administrative Executive $122 $122
Administrative Assistant $82 $74
Survey/Real Estate
Senior Surveyor $158 $162
Amendment No. 2 to AgreemenUElectrical Consultants, Inc. Page 13 TABLE B-2 HOURLY RATES
Hourly Rate Hourly Rate
Category/Position Effective October 1, 2020 Effective
Through April 30, 2023 May 1, 2023
Surveyor II $129 $133
Surveyor I $110 $109
Survey Technician II $90 $92
Survey Technician I $70 $69
Senior Real Estate Specialist $152 $153
Real Estate Specialist II $132 $130
Real Estate Specialist I $89 $88
Construction/Field Testing
Senior P&C Technician $209 $211
P&C Technician $145 $146
Construction Project Manager $206 $201
Field Construction Manager $195 $196
Technician Ill/Inspector Ill $144 $145
Technician II/Inspector II $123 $126
Technician I/Inspector I $81 $84
Safety Specialist $143 $145
Corporate Project Management/Technical
Oversight
Principal $263 $252
Director/PhD $263 $252
Amendment No. 2 to Agreement/Electrical Consultants, Inc. Page 14 EXHIBITB-3

PASS THROUGH COSTS
Costs Costs Type Effective Oct. 1, 2020 Effective May 1, 2023 through April 30, 2023 Project Expenses:

Airline & Charter Aircraft Actual Cost Actual Cost
Rental Vehicles Actual Cost Actual Cost
Standard & Four-Wheel Drive Federal/Allowable Rate Federal/Allowable Rate All Terrain Vehicles $10/hour $10/hour
Meals Actual Cost Actual Cost
Lodging Actual Cost Actual Cost
Parking Actual Cost Actual Cost
long Distance & Telephone Charges Actual Cost Actual Cost CADD Software/Plotting:

AutoCAD Drafting Equipment $8.00/hour $9.00/hour
Mkrostation Drafting Equipment $8.00/hour $9.00/hour
HP Design Ject Monochrome Plots $5.00 each $5.00 each
HP Design Jet Color Plots $10.00 each $10.00each
LD3 Modeling $8.00/hour $8.00/hour
Airline & Charter Aircraft
Prints and Copies:

Arc Flash Labels $6.00each $6.00 each
Large Format Copies
C, D Size $2.35 each $2.35 each
E Size $2.60 each $2.60each
F Size $2.75 each $2.75 each
Larger Sizes $ .25/sq. ft. $ .25/sq. ft.

Engineering Software:

Radial Voltage Drop-SynerGEE & $30.00/hour $30.00/hour Milsoft Load Flow/Stability (PSLF/PSSE) $40.00/hour $40.00/hour ASPEN $30.00/hour $30.00/hour
STRUDL/Structural Software $40.00/hour $40.00/hour
GIS Mapping Software $ 8.00/hour $ 8.00/hour
Visual Analysis & STAAD Pro $20.00/hour $20.00/hour
CDEGS (Grounding) $50.00/hour $50.00/hour
SKM $25.00/hour $25.00/hour
TLCADD & PLS-CADD $10.00/hour $10.00/hour
CYMCAP $40.00/hour $40.00/hour
Amendment No. 2 to Agreement\Electrical Consultants, Inc. Page 15 EXHIBITB-3

PASS THROUGH COSTS
ETAP $20.00/hour $20.00/hour
PSCAD/EMT $40.00/hour $40.00/hour
PTI - Power System Analysis $40.00/hour $40.00/hour
T-Flash $40.00/hour $40.00/hour
Survey Equipment/Software:

Cyclone Software $30.00/hour $30.00/hour
Terra Solid Laser Imaging $20.00/hour $20.00/hour
Theodolite, Total Station $11.00/hour $11.00/hour
Robotic Total Station $15.00/hour $15.00/hour
Survey Grade GPS, Base Station & $30.00/hour $30.00/hour Rovers Staking Supplies $10.00/line-mile $10.00/line-mile
Testing Equipment:
5 kV Megger $60.00/day $200/week $60.00/day $200/week
Phase Angle Meter $SO/day, $200/week $SO/day, $200/week Automated CT Test Set $125/day, $420/week $125/day,$420/week Transformer Turns Radio Test Set $ 75/day, $300/week $ 75/day, $300/week Earth Resistivity Test Set $100/day, $400/week $100/day, $400/week Power Quality Analyzer $ 75/day, $150/week $ 75/day, $150/week Hi Potential Test Set $120/day,$300/week $120/day, $300/week VLF AC Hi-Potential Test Set $500/day, $2,000/week $500/day, $2,000/week Doble F6150 Relay Test Set $375/day, $1,500/week $375/day, $1,500/week Doble M4000 Power Factor Test Set $500/day, $2,000/week $500/day, $2,000/week Doble MS400 Seep Frequency $1,000/day $1,000/day
Dilo SF-6 Moisture Analyzer $150/day,$600/week $150/day,$600/week Dilo SF-6 Breaker Analyzer $450/day $450/day
CT-7000 Breaker Motion Analyzer $125/day,$350/week $125/day,$350/week Ductor Low Resistivity & High $75/day,$300/week $75/day,$300/week Current FUR Infrared Camera $500/day, $2,000/week $500/day, $2,000/week CGPR (ground penetrating radar $1,000/day $1,000/day
HD 3-D Laser Scanner $600/day $600/day
Dranetz 800 Analyzer $500/day $500/day
Fluke 435 Meter $1,000/month $1,000/month
Other equipment {Load Banks, Meter Job-Quote Job-Quote Standards, etc.) Amendment No. 2 to Agreement\Electrical Consultants, Inc. Page 16 City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-99 Agenda Date: 2/11/2025

REPORT TO CITY COUNCIL AND STADIUM AUTHORITY BOARD

SUBJECT
Action on the Proposed FIFA World Cup 2026 Assignment and Assumption Agreement with Bay Area Host Committee and Forty Niners Stadium Management Company LLC (ManCo), Proposed “Field Improvements” Required by FIFA in Connection with the Event, a Guaranty of Certain 2026 FIFA World Cup Obligations Executed by Forty Niners Football Company LLC (TeamCo) in favor of the City and Stadium Authority, and Related Actions

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

EXECUTIVE SUMMARY
In 2026, Levi’s Stadium is scheduled to host six FIFA Men’s World Cup 2026 (“FWC26”) matches between June 13 - July 1, 2026.

This report presents background information and details on a proposed FWC26 Assignment and Assumption Agreement that has been negotiated by business and legal staff of the City/Stadium Authority and various third-party stakeholders (the Bay Area Host Committee, FIFA, and several business entities associated with the San Francisco Forty Niners). These entities and their respective roles are described later in this report.

Since early 2023, all parties have generally agreed that in order to host the World Cup Event at Levi’s Stadium and mitigate financial risks to the City of Santa Clara and the Santa Clara Stadium Authority (two public entities), an assignment of all obligations under the World Cup Stadium Agreement would be needed. (A copy of the World Cup Stadium Agreement and related Addendums can be found on the City’s website at https://www.santaclaraca.gov/our-city/santa-clara-stadium-authority/super-bowl- 60-and-fifa-world-cup.) The World Cup Stadium Agreement commits the Authority to make Levi’s Stadium available for FWC26 matches on terms that were dictated by FIFA applicable to all the proposed World Cup venues as part of the bid process. The agreement was signed by representatives from the United States Soccer Federation (now FIFA) and the Forty Niners Stadium Management Company (ManCo), in their capacity as manager of non-NFL events at Levi’s Stadium on behalf of the Stadium Authority.

A major challenge for the City/Stadium Authority in preparing for the 2026 World Cup was the lack of access to key agreements between FIFA, BAHC, and ManCo. Since neither the City nor the Stadium Authority participated in negotiating these agreements, the City/Stadium Authority initially faced resistance when requesting access. FIFA, BAHC, and ManCo cited concerns about disclosing financial terms still under negotiation and information that could compromise event security. However, City of Santa Clara Printed on 2/7/2025Page 1 of 21
powered by Legistar™
25-99 Agenda Date: 2/11/2025
after extensive discussions, an Information Sharing Agreement was finalized on August 1, 2023, allowing controlled access to these critical documents.

In total, the process to secure and disclose the World Cup agreements spanned from late 2021 to February 2025, with several key milestones. After prolonged negotiations, a redacted version of the Stadium Agreement was released to the public in September 2023, followed by the Addendum in early 2024. As FIFA finalized tournament details, additional redactions were lifted, leading to the public release of substantially unredacted versions of these agreements in December 2024. The final document to be released (the Amended and Restated Addendum to Stadium Agreement and Host City Agreement) is expected to be made public prior to February 11, 2025. The Stadium Agreement, originally signed in 2018, outlines FIFA’s requirements for stadium operations, while the Host City Agreement Assigns promotional and logistical responsibilities to BAHC. While the City is not legally bound by the Host City Agreement, staff has reviewed its terms under the Information Sharing Agreement to assess potential impacts and necessary collaborations, which informed the negotiations to arrive at the proposed Assignment and Assumption Agreement and related guaranty agreement by TeamCo.

The proposed Assignment and Assumption Agreement that is before the City Council and Stadium Authority Board for consideration assigns all obligations under the World Cup Stadium Agreement to the Bay Area Host Committee (BAHC) with the exception of Stadium Authority’s obligations under its Naming Rights Agreement with Levi’s to provide a suite and tickets to the six FWC26 matches. This includes a commitment from the BAHC to reimburse the City for all event-related public safety costs.

A financial guaranty from the San Francisco Forty Niners (TeamCo) has also been secured for qualified event expenses reimbursement obligation, payments for field improvements, and third-party approval/buyout costs.

Through this staff report and the related presentation at the February 11, 2026 meeting, staff recommends that the City Council/Stadium Authority Board take the following three actions:

1. City Council and Stadium Authority Board approve the proposed FIFA World Cup 2026 Assignment and Assumption Agreement and Guaranty of Certain 2026 FIFA World Cup Obligations (collectively, the “World Cup Agreements”) on the terms, and substantially in the forms presented, and authorize the City Manager/Executive Director to execute such agreements in final forms approved by the City Attorney/Agency Counsel.

2. Stadium Authority Board approve the “Field Improvements” on the terms presented.

3. Authorize and direct the City Manager/Executive Director to take such other actions as are necessary and appropriate to implement the terms of the World Cup Agreements.

Lastly, it is important to note that Levi’s Stadium is also scheduled to host the National Football League’s (NFL) Super Bowl LX on February 8, 2026. This will mark the first time a venue has hosted the World Cup and the Super Bowl in a single year. Updates and information related to Super Bowl LX have been provided to the City periodically, and the next major update is planned for the City Council’s March 11, 2026 meeting.

BACKGROUND
FWC26 Overview
The FIFA Men’s World Cup is an international soccer competition between the national teams of the Fédération Internationale de Football Association (“FIFA”), the sport's international governing body.

City of Santa Clara Printed on 2/7/2025Page 2 of 21
powered by Legistar™
-------------------
25-99 Agenda Date: 2/11/2025
The World Cup is held every four years and is the most prestigious association soccer tournament in the world, as well as the most widely viewed and followed single sporting event.

Below is a timeline of the key events that preceded this update on the status of planned FWC26 events at Levi’s Stadium.

In 2017, the Forty Niners Stadium Management Company (ManCo) submitted a bid as a part of the United States' efforts to become one of three host countries for the 2026 FIFA Men’s World Cup games in collaboration with Canada and Mexico. (The United 2026 World Cup Bid Book can be found on the City’s website at
<https://www.santaclaraca.gov/home/showpublisheddocument/81841/638313264585100000>.

References to the San Francisco Bay Area region can be found throughout the Bid document. A summary of information on Levi’s Stadium can be found on the numbered pages of 193-196, or 223- 226 of the electronic document). The City of Santa Clara first affirmed its support of FWC26 and related events in a letter signed by Mayor Lisa Gillmor on August 31, 2017. (Attachment 1) On February 22, 2022, the City Council voted in favor of a resolution to support the City being selected to host FWC26 games. (Attachment 2)
On June 16, 2022, FIFA announced the 16 regions that will host matches for FWC26 across Canada (2 locations), Mexico (3 locations), and the United States (11 locations). The FWC26 Host Cities are:
· Atlanta (Mercedes-Benz Stadium)
· Boston (Gillette Stadium)
· Dallas (AT&T Stadium)
· Guadalajara, Mexico (Estadio Akron)
· Houston (NRG Stadium)
· Kansas City (Arrowhead Stadium)
· Los Angeles (SoFi Stadium)
· Mexico City, Mexico (Estadio Azteca)
· Miami (Hard Rock Stadium)
· Monterrey, Mexico (Estadio BBVA)
· New York / New Jersey (MetLife Stadium)
· Philadelphia (Lincoln Financial Field)
· San Francisco Bay Area (Levi’s Stadium)
· Seattle (Lumen Field)
· Toronto, Canada (BMO Field)
· Vancouver, Canada (BC Place)
On May 23, 2023, the City Council and Stadium Authority Board voted to adopt the Santa Clara City Council Guiding Principles for FWC26 and directed the City Manager/Executive Director and City Attorney/Stadium Authority Counsel to negotiate and execute an Information Sharing and Event Cooperation Agreement with the Bay Area Host Committee, United States Soccer Federation, FIFA, and Forty Niners Stadium Management Company LLC, to facilitate information sharing.

Guiding Principles for FWC26
City of Santa Clara Printed on 2/7/2025Page 3 of 21
powered by Legistar™
25-99 Agenda Date: 2/11/2025

1. Professionally oversee FIFA World Cup 2026 events in a manner that positively highlights the City of Santa Clara and celebrates the rich diversity of Santa Clara’s neighborhoods.

2. Attain reimbursement of all event costs, including public safety (pre- and post-event costs).

3. Ensure direct benefits to the Santa Clara community and Santa Clara businesses.

4. Plan and provide for communication and engagement with residential neighborhoods adjacent to Levi’s Stadium and other venues that will be utilized for large events.

5. Ensure specific benefits to and involvement of Santa Clara youth and adult soccer programs.

6. Seek revenue generating utilization of the Santa Clara Convention Center and other event and recreation spaces (including college and school facilities) in the City of Santa Clara without any impact to the General Fund.

7. Seek mitigation of City and Stadium Authority financial risks and liabilities.

8. Engage in transparent communication on pre-planning efforts, with periodic progress reports to the City Council, including reports published on the City’s website to promote engagement and awareness for residential neighborhoods adjacent to the Stadium and the City as a whole.

9. Pledge that the Santa Clara City Council, Stadium Authority Board, and City staff will follow the law, act ethically and transparently with the expectation that other parties do the same.

On February 4, 2024, FIFA announced the match schedule for FWC26. Levi’s Stadium will host matches on June 13, 16, 19, 22 and 25 and July 1, 2026. The June matches are “group” matches, and the July 1 match is considered a “knockout” match for two of the teams that advanced out of the group stage.

Key Entities Related to Hosting FWC26
Should the Council/Stadium Authority Board authorize the proposed agreements, several major entities will have responsibilities and relationships with the City and Stadium Authority in relation to hosting FWC26 at Levi’s Stadium. A list of the entities and their respective roles is provided below. · Bay Area Host Committee (BAHC)
The Bay Area Host Committee, a non-profit 501(c)(6) organization, exists for the primary purpose of facilitating positive economic and societal impact to the region through major sporting events. The non-profit corporation is focused on bringing world-class events to the Bay Area to drive economic vitality, foster community-wide engagement, instill civic pride, and elevate global recognition. BAHC’s Board of Directors is comprised of regional leaders and representatives from professional sports teams-including Bay FC, the Golden State Warriors, the Golden State Valkyries, the San Francisco 49ers, the San Francisco Giants, the San Jose Earthquakes, and the San Jose Sharks.
· FIFA
FIFA is soccer's international governing body that organizes the FIFA World Cup, an City of Santa Clara Printed on 2/7/2025Page 4 of 21
powered by Legistar™
25-99 Agenda Date: 2/11/2025
international competition between FIFA's national teams. FIFA has formed a subsidiary organization, FIFA World Cup 2026, Inc., to oversee FWC26. · Santa Clara Stadium Authority (Stadium Authority)
The Santa Clara Stadium Authority exists as a public body, separate and distinct from the City of Santa Clara, and was established to provide for the development and operation of Levi's® Stadium. The elected members of the City Council serve as the governing board for the Authority, with the Mayor serving as chair, the City Manager as the Executive Director, and the City Attorney as the Authority’s General Counsel. Levi’s® Stadium, the region’s premier sports and entertainment venue, is home to the San Francisco 49ers and future host site of Super Bowl LX and FIFA World Cup in 2026.
· City of Santa Clara
This City of Santa Clara is the local jurisdiction where Levi's Stadium is located, and lead agency responsible for public safety, transportation management, and permitting for the events.
· Forty Niners Entities
o Forty Niners SC Stadium Company, LLC (StadCo)
StadCo leases Levi's Stadium for NFL games.
o Forty Niners Stadium Manager Company LLC (ManCo/Stadium Manager) ManCo/Stadium Manager manages Levi's Stadium on behalf of StadCo and Stadium Authority under the terms of a formal Management Agreement o Forty Niners Football Company LLC (TeamCo)
TeamCo operates as a business and management arm of the 49ers organization, overseeing the team's interests in Levi’s Stadium and related NFL team operations. · Regional, State, and Federal Government Partners
Governmental entities from the regional, state, and federal level will work with City, Stadium Authority and BAHC on emergency planning, transportation coordination, public safety, and other items for FWC26. Such entities include but are not limited to: Valley Transit Authority (VTA), Bay Area Transit Authority (BART), CalTran, City of San Francisco, City of San Jose, CalOES, Federal Bureau of Investigations (FBI), Department of Homeland Security (DHS).

Major Events Informational Reports
City and Stadium Authority staff presented Informational Reports on Super Bowl LX (“SBLX”) and FWC26 on the following dates: September 26, 2023, March 5, 2024, August 27, 2024, and December 10, 2024.

On September 26, 2023, staff presented a general Informational Report on FWC26 and SBLX.

Information on the September 26 update to the City Council/SCSA Board can be found on the City’s website at:
<https://www.santaclaraca.gov/our-city/santa-clara-stadium-authority/super-bowl-60-and-fifa-world- cup>, under “Public Meetings.” The report included the following items:

City of Santa Clara Printed on 2/7/2025Page 5 of 21
powered by Legistar™
25-99 Agenda Date: 2/11/2025
· Overview of a staff 2026 Major Events Executive Steering Committee to coordinate preparations for FWC26 and SBLX, focusing on public safety, communications, and community engagement.
· Regular meetings with the Bay Area Host Committee (“BAHC”) have addressed topics like organizational structure, event logistics, and government integration. · The City also executed the City Council/Board approved Information Sharing Agreement with BAHC, FIFA, and the Forty Niners Stadium Management Company LLC (“ManCo” or “Stadium Manager”) to manage information sharing, maintain confidentiality, and assure compliance with the California Public Records Act (CPRA). A copy of the Information Sharing and Event Cooperation Agreement can be found on the City’s website at:
<https://www.santaclaraca.gov/home/showpublisheddocument/81807/638309870956730000.> Through the Agreement, FIFA, BAHC, and ManCo agreed to provide the City/Stadium Authority with access to key World Cup-related agreements while ensuring confidentiality for sensitive information. The agreements were categorized into three groups: (1) agreements directly involving the City/Stadium Authority, which could be disclosed with redactions; (2) agreements affecting the City/Stadium Authority but not signed by them, which could be reviewed but not possessed; and (3) agreements indirectly related to the event, where access was determined on a case-by-case basis. Confidentiality protocols were established, requiring designated personnel to sign a confidentiality agreement before reviewing restricted documents. A process was also put in place to handle public records requests while protecting exempt information.
· Staff committed to providing periodic informational reports on planning efforts for FWC26 and SBLX.

On March 5, 2024, staff and BAHC presented an Informational Report on SBLX and FWC26 Updates. Information on the March 5, 2024 update to the City Council/SCSA can be found on the City’s website at:
<https://www.santaclaraca.gov/our-city/santa-clara-stadium-authority/super-bowl-60-and-fifa-world- cup>, under “Public Meetings.” The discussion and Council/Board action included the following items:
· Staff made two recommendations that were unanimously approved by City Council/Stadium Authority Board:
o Note and file informational report on SBLX and FWC26 updates; and o Adopt the SBLX Guiding Principles
· Additional discussion Items related to FWC26 included:
o Major Events Key Stakeholders: Staff provided information on the stakeholder structure, roles of key stakeholders, and their responsibilities and relationships with the City and Stadium Authority for the 2026 Major Events (as listed above). o Recent and Current City and Stadium Authority Work Efforts:
§ Acquisition of key FWC26 documents
§ Negotiations for assignment and assumption of FWC26 responsibilities and City of Santa Clara Printed on 2/7/2025Page 6 of 21
powered by Legistar™
25-99 Agenda Date: 2/11/2025
costs
§ City infrastructure and resources
§ Additional personnel in the Police Department’s Special Operations Division § Stadium capital project oversight
§ Information obtained from participation in programs at Super Bowl LVIII in Las Vegas, NV.
§ Conferences and meetings with key stakeholders
o Planned and anticipated city and stadium authority work efforts related to:
§ Emergency management planning
§ Public safety planning
§ Negotiation and execution of an Assignment and Assumption Agreement and other relevant agreements required for FWC26
§ Community partnerships and outreach
On August 27, 2024, staff presented an Informational Report on Super Bowl LX and FIFA World Cup 2026 Updates. Information on the August 27, 2024 update to the City Council/SCSA Board can be found on the City’s website at:
<https://www.santaclaraca.gov/our-city/santa-clara-stadium-authority/super-bowl-60-and-fifa-world- cup>, under “Public Meetings.” The discussion included the following items related to FWC26:
· Detailed cost and planning strategy for FWC26, which involves actively tracking and managing eligible event-related expenses, reimbursed by BAHC under an Interim Funding Agreement that was executed in August 2024. This agreement enables the City to obtain reimbursement of preliminary planning costs, including public safety, staff training, and equipment needs.

Eligible costs are tracked through payroll codes and staff allocation which started July 1, 2024.

For costs incurred prior to this date, staff hours were reclassified to specific FWC26 activities, as detailed below:
o Between May 2023 and June 2024, staff spent around 584 hours on FWC26 activities.

A total of $141,017 for SCSA Budgeted Staff was covered under the Stadium Authority’s approved budgets, and $24,845 for Non-SCSA Budgeted Staff remains unreimbursed. (Update: Although BAHC has not agreed to directly cover these costs, they may be reimbursed if government funding becomes available, or the Stadium Authority may pay them, consistent with past large events like Super Bowl 50 and the 2019 College Football Playoff National Championship.)
· Key recent initiatives discussed included:
o Public Safety and Emergency Planning. Staff noted that they were actively engaged in planning sessions and training to ensure robust safety measures for these high-profile events. The City Council/Stadium Authority Board was also informed that updated directives provided further guidance to staff on time tracking, ensuring full cost recovery for services related to stadium operations, as mandated by Measure J. Measure J provides that the City’s general fund shall not be liable for Stadium Authority operations; accordingly all City staff work related to the 2026 FIFA World Cup (FWC26) and other stadium events is being tracked and reimbursed.
o Emergency planning updates were presented to the Emergency Operational Area Council (EOAC), a regional group prioritizing safety and funding for major events. City City of Santa Clara Printed on 2/7/2025Page 7 of 21
powered by Legistar™
25-99 Agenda Date: 2/11/2025
representatives, including Councilmember Karen Hardy, participated actively in these forums to align local plans with regional priorities.
· Infrastructure and venue preparations discussed included:
o Modifications are required to the field (“bowl”) to meet FIFA’s field standards. This includes expanding the playing area to include demountable structures for greater flexibility in future events. Plans for the project and a permit application were submitted and being reviewed by the City. It is anticipated that all modification costs will be paid by BAHC. (Note: this has been achieved in the negotiated agreements, with the addition of a guarantee by the 49ers (TeamCo) of field improvements costs. More information on this project and its current status is provided later in this report. o Infrastructure and permitting meetings have also focused on stadium logistics, such as access control, signage compliance, and seating configurations specific to FIFA’s field requirements.
· City participation in national security and safety conferences discussed included:
o City staff attended the National Homeland Security Conference, where they gathered insights on emergency response, AI in safety management, and victim assistance. They participated in FIFA-hosted seminars and discussions on best practices with other host cities, emphasizing coordination for a seamless World Cup event. o The Police Department’s Special Operations Division attended the National Center for Sports Safety and Security (NCS4) conference. This event offered training and collaboration with FIFA representatives, reinforcing readiness for Super Bowl and World Cup safety protocols.
o Santa Clara also hosted a Cybersecurity Tabletop Exercise, involving regional and federal agencies like the FBI and DHS, to simulate and prepare for potential cyber threats during the 2026 events.
· Community engagement and regional collaboration discussed included:
o Santa Clara's leadership, including Mayor Lisa Gillmor, participated in the Bloomberg Harvard City Leadership Initiative, focused on enhancing transparency, community engagement, and accountability related to the 2026 Major Events. This initiative allows city officials to refine communication and involvement strategies to ensure that these events benefit the local community.
· Additional items discussed included:
o The City participated in FIFA-led planning groups, where representatives from host cities discuss operational progress and exchange best practices. o Staff mentioned that upcoming efforts will continue with emergency planning, public safety meetings, a FIFA-led permitting meeting in September 2024, and oversight of stadium capital projects.

On December 10, 2024, staff, along with BAHC and ManCo representatives, presented information and answered questions from the City Council/Stadium Authority Board. The presentation covered key aspects of hosting the 2026 FIFA Men’s World Cup at Levi’s Stadium, including related documents and agreements, estimated event costs, assignment terms, and necessary facility improvements. Information on the December 10, 2024 update to the City Council/SCSA Board can City of Santa Clara Printed on 2/7/2025Page 8 of 21
powered by Legistar™
25-99 Agenda Date: 2/11/2025
be found on the City’s website at:
<https://www.santaclaraca.gov/our-city/santa-clara-stadium-authority/super-bowl-60-and-fifa-world- cup>, under “Public Meetings.” This update included:
· Participation in key meetings and public safety and emergency preparedness conferences attended by staff between August 28 to December 6, 2024:
o August 28, 2024 - Levi’s Stadium Emergency Response Tabletop Exercise, Santa Clara, CA
o September 4, 2024 - FIFA-led permitting meeting at Levi’s Stadium, Santa Clara, CA o September 18-19, 2024 - Sports and Special Event Risk Management Training, San Jose, CA (Texas A&M Engineering)
o October 1, 2024 - Mass Casualty & Emerging Threats Tabletop Exercise, San Carlos,

CA (FBI, NCRIC)
o October 7-8, 2024 - Sports Venue Evacuation and Protective Actions Training MGT- 412, San Jose, CA (Texas A&M Engineering)
o October 29-30, 2024 - Urban Areas Security Initiative Public Safety Preparedness Summit, San Francisco, CA
o October 28 and 30, and November 2, 6 and 7, 2024 - Crowd Management, Mobile Field Force Training, Santa Clara, CA (SCPD Department-wide training, various dates) · Timeline and Disclosure of Agreements:
o Compliance with Measure J and Event Cost Reimbursement:
§ As of September 2024, the City submitted and received reimbursement for three invoices totaling $34,062.58, with additional invoices expected for October through December.
§ (Update: As of February 6, 2025, the October 2024 invoice totaling $57,693.57 that was submitted on January 15, 2025 was approved and paid; the December invoice that was submitted on January 31, 2025 was approved and is pending payment; and the November 2024 invoice totaling $19,304.61 that was submitted on January 15, 2025 is pending final approval. The balance available for reimbursement at the $150,000 cap is $26,895.38, which assumes all invoices are approved at the requested amounts.) · Financial Protections and Revenue Sharing
· Key Terms of the Draft Agreement
· Stadium Modifications and Infrastructure Improvements · Additional Draft Terms and Community Impact:
o The draft agreement outlines several additional provisions, including expedited permit processing, cooperation with FIFA on security, marketing of City assets, and support for community benefit programs. BAHC has committed to ensuring youth sports programs can access alternative fields if necessary.

DISCUSSION
City of Santa Clara Printed on 2/7/2025Page 9 of 21
powered by Legistar™
25-99 Agenda Date: 2/11/2025
Since early 2023, all parties have generally agreed that the best approach to having the World Cup Event at Levi’s Stadium, while mitigating Stadium Authority and City liability for what was expected to be a money-losing event (given that ticket revenues are retained by the event owner (FIFA) and hosting responsibilities must be borne the hosting region), was to enter into an agreement whereby ManCo would assign all obligations under the World Cup Stadium Agreement to the BAHC. This would include a commitment from the BAHC to reimburse the City for all event-related public safety costs. The logic of this approach was borne out once staff was able to obtain and analyze unredacted versions of the key FIFA documents (in particular, the Stadium Agreement and the Addendum), and the number and timing of when the proposed matches at the Stadium were announced. Accordingly, since late 2023 and throughout 2024, a substantial amount of time has been dedicated to developing and negotiating appropriate terms for an Assignment and Assumption agreement among the BAHC, the City, the Stadium Authority, and ManCo. The resulting agreement does two main things. First, it places the responsibility on the BAHC, working with ManCo, to fulfill all Stadium Agreement obligations at a limited, specifically defined cost to the Stadium Authority. Second, it provides that the City will be the lead local agency in providing security at and around the Stadium for the events, with assurances that the City will be reimbursed for its costs.

The risks to the City are addressed through several robust mechanisms. These include (a) the implementation of a detailed and transparent reimbursement process for BAHC to pay the City for its “Qualified Event Expenses,” ensuring that the City is compensated fairly, and in a timely manner for City’s full range of “World Cup Support Services” that City will be providing the event; and (b) a clear and efficient dispute resolution framework to handle any disagreements that may arise with respect to such expenses.

To further protect the City’s financial interests, the agreement also requires substantial “Advance Payments” of projected actual event expenses before invoices are submitted. Perhaps most significantly, the Agreement also provides for and a guarantee from the 49ers (TeamCo) of 100% of all “Qualified Event Expenses” owed to the City, any unpaid costs for the required Field Improvements, and costs associated with any third-party approvals or buyouts necessary to accommodate FIFA’s substantial rights under the Stadium Agreement. This guaranty agreement ensures that if BAHC is unable to meet its reimbursement and key Stadium Agreement obligations for the benefit of City and Stadium Authority, TeamCo will be legally required to cover any shortfall.

The agreement also includes provisions, such as a $6 per ticket surcharge, that provide opportunities for the Stadium Authority and the City to generate revenue from the event. While event-related revenues are anticipated to be lower than actual expenses, these revenue-sharing mechanisms help offset the financial impact and support the City and Stadium Authority’s broader fiscal strategy.

Collectively, these measures balance the potential risks and benefits, ensuring that the City and Stadium Authority are adequately safeguarded while supporting the successful execution of the event.

These terms, and others, have now been fully negotiated among the parties and memorialized in the proposed form of “FIFA World Cup 2026 Assignment and Assumption Agreement” attached to this report (“Agreement”). The negotiated terms of the related guarantee from TeamCo have also been fully documented in the attached proposed form of “Guaranty of Certain 2026 FIFA World Cup Obligations” (“Guaranty”).

City of Santa Clara Printed on 2/7/2025Page 10 of 21
powered by Legistar™
25-99 Agenda Date: 2/11/2025
The following is a summary of the key terms of the Assignment and Assumption Agreement and the Guaranty Agreement.

1. ManCo to Assign all Stadium Agreement Obligations and Rights to BAHC [Agreement Sections 1 and 3.1]
a. BAHC obligations include everything set forth in the Stadium Agreement initially entered into between ManCo and United States Soccer Federation (now FIFA), as amended, except as otherwise expressly provided in the Agreement,. [Section 1.1] Note: The total cost of such obligations, including BAHC’s own event costs, public safety costs to be paid to the City (described in Section 3, below), and the Capital Improvement obligations (described in Section 10, below), are estimated to be in the range of $45 million to $50 million.
b. In consideration of assuming all such obligations, BAHC will be entitled to receive all payments for “Basic Services” to be made by FIFA under the Stadium Agreement.

Pursuant to the Amended and Restated Addendum to the Stadium Agreement (Section 3 and Exhibit B) such payments shall be paid in the form of cost based, variable “rental fees.” Total payments are projected to be approximately $13.5 million (based on a payment of $1.5 million for each of the 6 match days and, $150,000 for each of the 30 projected non-match days), but may be more or less if the number of non-match days is adjusted. BAHC shall also have the right to any revenues generated from its resales of allocated Hospitality Packages and Suites. [Section 3.1.1] c. Because BAHC will be assigned and assume all obligations under the Stadium Agreement, the Agreement provides for FIFA to approve the assignment (as required under Section 16.7 of the Stadium Agreement); the FIFA approval also provides for FIFA’s release of the Stadium Authority from all such obligations. FIFA’s approval is a condition to the effectiveness of the Agreement [Section 1.2 and Exhibit A].

2. Subject to Reimbursement, City shall Provide all Necessary Local Security, Transportation and Related Event Services (“World Cup Support Services”) in Accordance with a City Approved “Public Safety Plan”
[Agreement Sections 2.1 and 5.3]
a. “World Cup Support Services” include what’s typically involved in support of any non- NFL event at the Stadium, plus, given the unique nature of the event, additional security services/standards required by federal, state and regional agencies, and FIFA. [Section

2.1]
b. City to produce a Public Safety Plan, with input from all stakeholders, as the guideline for event security and related services. [Section 5.3]
c. Ultimately, City (SCPD) has final approval over the Public Safety Plan; and the City will be local agency responsible for Public Safety Plan implementation. [Section 5.3] d. Public Safety Plan will include Event Overview, Goals and Objectives, Roles and City of Santa Clara Printed on 2/7/2025Page 11 of 21
powered by Legistar™
25-99 Agenda Date: 2/11/2025
Responsibilities, Incident Command System (ICS) Framework, Risk Assessment, Emergency Communications Plan, Crowd Management Plan, Security Measures, Emergency Medical Service (EMS), Evacuation Plan, Severe Weather Preparedness, Coordination with Federal Resources, Community Impact Mitigation, and Post Event Review. [Section 5.3]

3. BAHC Responsible to Reimburse City/Stadium Authority for all “Qualified Event Expenses”
[Agreement Sections 2.1 and 2.2]
a. “Qualified Event Expenses” include all actual and reasonable cost incurred by City/Stadium Authority that are necessary to support World Cup Support Services at and around the Stadium. Categories of expenses include “Event Planning and Training Expenses,” “Actual Event Expenses,” “Required Equipment Expenses,” and “Miscellaneous or Unexpected Expenses.” [Section 2.1 and Exhibit B] b. Preliminary Cost Estimate: Public safety planning and training activities are currently estimated to cost $2,402,093; equipment costs are estimated at $461,668; and actual event costs are estimated to be $8,522,927, for a total of $11,386,688. [Agreement Section 2.2.1 and Exhibit C]
c. This Preliminary Cost Estimate is to be updated periodically, at least every 2 months, based on new information regarding costs or requirements. [Agreement Section 2.2.2] d. BAHC’s ultimate reimbursement obligation is to pay whatever actual and reasonable “Qualified Event Costs” are incurred and invoiced, even if such amount is above the final “Updated Cost Estimate.” [Section 2.2.3]

4. Invoicing and Reimbursement Process for Pre-Event Expenses [Agreement Section 2.3.2]
a. In general, Event Planning and Training expenses are to be billed monthly using processes and forms similar to what parties have used under the Interim Funding Agreement. [Section 2.3.2.a]
b. BAHC may request additional information or reasonably dispute requested reimbursement items. [Section 2.3.2.b and c]
c. After review and approval, BAHC will pay all undisputed items and set aside disputed amounts; if disputed amounts balance exceeds $50K, such amounts to be deposited into a Dispute Escrow Account. [Section 2.3.2.d]
d. Parties will meet and confer to resolve disputes; if disputed amounts exceed $200K, either party can trigger expedited Dispute Resolution through binding mediation. [Section 2.3.2.d and 2.5.2]

5. Invoicing and Reimbursement Process of Actual Event Expenses [Agreement Section 2.3.3]
City of Santa Clara Printed on 2/7/2025Page 12 of 21
powered by Legistar™
25-99 Agenda Date: 2/11/2025
a. To assure payment of “Actual Event Expenses,” BAHC agrees to make “Advance Payments” to the City as follows: (1) by May 1, 2026, 50% of the then estimated Actual Event Expenses (based on current cost estimates this payment would be approximately $4.2 million); and (2) by June 22, 2026, 25% of the then estimated Actual Event Expenses cost (based upon current estimates, this payment would be approximately $2.2 million). [Section 2.3.3.a through c]
b. Invoices for Actual Event Expenses incurred during the “Primary Event Operations Period” (June 7 through July 4, 2026) to be submitted on or before August 21, 2026, with a proposed “Final Payment Request” to be submitted on or before September 18, 2026. Note: possible provision for a “clean up” payment request for any outstanding third-party costs still under discussion. [Section 2.3.3.d] c. BAHC reserves the right to request additional information and reasonably dispute requested reimbursements similar to process for Pre-Event Expenses, with parties meeting and conferring to resolve disputes, and deposits of any disputed amounts into the “Dispute Escrow Account.” [Sections 2.3.3.e and f]
d. If parties are unable to resolve any dispute(s), the matter(s) will be decided through binding arbitration. [Sections 2.3.3.f and 2.5]
e. Subject to offset for Advance Payments amounts already paid, and any disputed amounts submitted to arbitration, BAHC shall pay all remaining amounts owed within sixty (60) days of City’s final invoice. [Section 2.3.3.g]

6. Special Rules for Equipment and Miscellaneous Expenses [Agreement Sections 2.3.4 and 2.3.5]
a. The cost of additional equipment required for the World Cup matches will also be reimbursed by BAHC. Needed equipment to be listed on Exhibit C, with updates as necessary. [Section 2.3.4.a and b, and Exhibit C]
b. If equipment is to be purchased and used for World Cup events only, BAHC prior approval is required; if it is to be retained by City for future use, it will be leased to BAHC at reasonable rates; if it is not to be retained, BAHC shall be entitled to equipment itself of salvage/sale proceeds. [Section 2.3.4.c and d.] c. If equipment can be leased instead of purchased this is preferred; third party leased costs will be passed through to BAHC as a Qualified Event Expense. [Section 2.3.4.d] d. Miscellaneous or unexpected costs to discussed and reasonably agreed to by the parties [Section 2.1 and 2.3.5].
e. Equipment costs and approved miscellaneous costs to be submitted for reimbursement with the next scheduled Payment Request. [Section 2.3.4.c and 2.3.5]

7. 49ers (TeamCo) to Guarantee BAHC’s Qualified Event Expenses Reimbursement City of Santa Clara Printed on 2/7/2025Page 13 of 21
powered by Legistar™
25-99 Agenda Date: 2/11/2025
Obligation, Payments for Field Improvements and Third-Party Approval/Buyout Costs [Agreement Section 5.16 and Guaranty]
a. As a condition to the effectiveness of the Assignment and Assumption Agreement, ManCo shall cause TeamCo to enter into a Guaranty Agreement for the benefit of City/Stadium Authority whereby TeamCo guarantees: (1) the cost of any third-party approvals or buyout costs necessitated by FIFA’s rights under the terms of the Stadium Agreement [Guaranty Section 3]; (2) BAHC’s obligation to reimburse City/Stadium Authority for all Qualified Event Expenses [Guaranty Section 4]; and (3) the cost of all required Stadium Improvements, including the Field Improvements (estimated at $20 to $25 million). [Guaranty Section 5] b. TeamCo’s guarantee obligation with respect to any Qualified Event Expenses owed to City/Stadum Authority, but unpaid by BAHC, will be partially offset by Stadium Authority’s agreement to contribute a percentage of its Surcharge Revenues received towards such obligation. The amount of Stadium Authority’s surcharge contribution shall be equal to the lesser of (i) 20% of the Guaranty obligation amount, and (ii) 90% of the actual Surcharge Revenues received (still under negotiation), not to exceed $200,000. [Guaranty Section 4.b].
c. If BAHC fails to make an Advance Payment due to the City, City will notify TeamCo and TeamCo can cure the default in order to avoid interest accrual (see Section d., below).

Otherwise, TeamCo’s Guaranty obligation will be is triggered thirty (30) days after BAHC’s final payment of Qualified Event Expenses is due. [Guaranty Section 4.a and

4.d]
d. TeamCo’s Guaranty does not cover BAHC’s obligation to pay “default interest,” on Qualified Event Expenses due but not paid. (Per Section 7.1 of the Agreement, BAHC default interest on amounts due but unpaid accrue interest at the rate of 15% per year.) TeamCo would be liable for interest, however at 6% per annum (1) on any unpaid Advance Payment(s) starting 75 days after such payment was due but not paid, and (2) immediately upon Guarantor’s failure to pay any amounts it owes under the Guaranty. [Guaranty Section 4.d]
e. If BAHC successfully disputes a request for reimbursement, Guarantor’s obligations would be adjusted accordingly. [Guaranty Section 4.c] With respect to City/Stadium Authority’s Final Payment Request, TeamCo to have a limited right to dispute City/Stadium Authority’s request for reimbursement of Qualified Event Expenses not otherwise disputed by BAHC, under the same standards set forth in the Agreement that are applicable to BAHC’s reimbursement obligations/dispute rights. [Guaranty Section

4.a]

8. Revenues under the Stadium Agreement and Agreed Upon Ticket Surcharge to the Stadium Authority
[Agreement Section 3]
a. BAHC shall receive payments for “Basic Services” (estimated at $13.5 million, as City of Santa Clara Printed on 2/7/2025Page 14 of 21
powered by Legistar™
25-99 Agenda Date: 2/11/2025
described in Section 1.b, above), and shall also be entitled to generate revenue from resale of a limited number of allocated Suites and possible commissions from local sales of Hospitality Packages under contract with FIFA’s designated sales agent. [Section 3.1.1]
b. ManCo is representing that StadCo is being required to purchase Owner’s Suites to satisfy existing obligations to Suite Holders and that it shall not receive revenues from the sale of Suites. [Section 3.1.2]
c. Stadium Authority is to receive a $4 to $6 ticket surcharge on each ticket sold to World Cup matches (FIFA has agreed to this in the Addendum to the Stadium Agreement.).

ManCo is to exercise best efforts to work with FIFA to implement the $6 surcharge consistent with current surcharge protocols for other Non-NFL Events. If for whatever reason the ultimate ticket surcharge rate implemented by FIFA is less than $6, BAHC shall develop a financial mechanism to assure that Stadium Authority will receive revenues that result in it receiving the equivalent of a $6 surcharge. Assuming 60,000 “sold” tickets per game, at the $6 rate, ManCo is projecting $2.16 million in Surcharge revenues. [Section 3.2.1]
d. Surcharge amounts received will be deposited 50% into the Stadium Authority general revenue account and 50% into the Discretionary Fund consistent with the terms of Section 12.1 Stadium Lease [Section 3.2.2]

9. Cooperation on Federal and State Funding
[Agreement Section 3.3]
a. The Parties agree to cooperate to obtain private and public sources of funding to help offset Qualified Event Expenses, ideally with earmarks for that purpose. [Section 3.3.1] b. Cooperation includes seeking maximum allocation from existing State OES Funding to be administered by Santa Clara County. [Section 3.3.2]
c. If “New Government Funding” is actually paid to City/Stadium Authority for Qualified Event Expenses, BAHC’s obligations will be offset by the amount received by City. If funding is committed, but not yet received, parties to meet and confer to see if any corresponding BAHC obligations may be offset pending the actual receipt of funding, subject to final, reasonable City approval. BAHC will remain ultimately responsible if government funding is not ultimately received. [Section 3.3.3] d. After BAHC’s primary reimbursement obligations are satisfied, any remaining New Government Funding may also be used to reimburse up to $150,000 of City’s otherwise “unreimbursed pre-planning costs” incurred prior to the July 1, 2024. [Section 2.3.6] Note: There are two staff reclassification categories: a) Staff that have a portion of their time allocated in the Stadium Authority budget (SCSA Budgeted Staff); and b) Staff that do not budget a portion of their time for Stadium Authority work (Non-SCSA Budgeted Staff). Non-SCSA Budgeted Staff spent approximately 106 approximate hours costing City of Santa Clara Printed on 2/7/2025Page 15 of 21
powered by Legistar™
25-99 Agenda Date: 2/11/2025
$24,845 on FWC26-related activities (Unreimbursed Pre-Planning Costs). These costs include staff time from across the City organization, primarily in the departments of Community Development, Police, and Office of Emergency Management. Activities related to the 106 hours vary from initial departmental meetings after the announcement of the FIFA match schedule, to research by individuals staff members to understand the potential impact of the FWC26 events on City operations.

10. Stadium Improvements
[Agreement Section 4]
a. Any FIFA required Stadium Improvements shall by BAHC’s responsibility, with the primary required improvements to be modifications to the seating and the field surface to bring the field into compliance with FIFA standards (“Field Improvements”). As more particularly described in this report, below, the Field Improvements include modifications to seating at the corners (so that seats can be removed and replaced to enlarge the playing surface), and enhanced venting and draining systems beneath the turf. [Section 4.1]
b. With the approval of the Assignment and Assumption Agreement, Stadium Authority will also be approving the Field Improvements. City has already approved the building permits. Any other Stadium Improvements must also be approved by City and Stadium Authority [Section 4.2]
c. ManCo shall be responsible for implementing the Field Improvements on behalf of BAHC in accordance with the approved plans, all applicable laws, FIFA’s requirements and Stadium Authority procurement requirements for private improvements. ManCo must only use private funding sources, make no claims against Stadium Authority funds, and BAHC must indemnify the Stadium Authority against third party claims. The project shall be implemented so as not to interfere with other Stadium events. [Sections

4.3.1 through 4.3.4]
d. After the event, the Field Improvements (and any other Stadium Improvement) will become the sole property of Stadium Authority; provided, however, BAHC shall be entitled to remove the Improvements so long as the Stadium and the field is restored, at BAHC’s cost, to its previous condition. [Section 4.3.5] e. The estimated cost of the Field Improvements is between $20 and 25 million. In consideration for BAHC’s funding of these improvements, Stadium Authority and BAHC to negotiate Stadium access/benefits to be determined (e.g., no cost access to certain Stadium office space and/or event space, so long as actual direct costs are paid, and other scheduled events are not displaced). [Section 4.3.7]

11. Additional Agreements
[Agreement Section 5]
a. Permitting. City to work in good faith to expedite permit processing; BAHC to pay all customary processing and permit fees. [Section 5.1]
City of Santa Clara Printed on 2/7/2025Page 16 of 21
powered by Legistar™
25-99 Agenda Date: 2/11/2025
b. Communications with FIFA. Parties to cooperate in communications with FIFA to obtain key information needed regarding security matters, other possible FIFA requirements, marketing opportunities for City assets, ticket surcharge implementation, and availability of Stadium for alternative uses during Non-Exclusive Event time periods. [Section 5.2] c. Convention Center Use. BAHC to book desired use of Convention Center during the World Cup Event time period by April 1, 2025, at applicable rates, or Convention Center operator will be free to market to third parties for alternative uses. [Section 5.4] d. Youth Sports Park (YSP). Parties to work with FIFA to maintain access to and use of the YSP by youth sports programs. To the extent access is limited, the Parties will cooperate to identify and obtain access to alternative fields at equivalent rates or provide some other form of support for displaced youth programs. Any FIFA use of the YSP is subject to City approval and will require restoration of the YSP to its previous condition at BAHC’s cost. [Section 5.6]
e. Third Party Approvals/Buyouts.
(i) Except as provided below, BAHC and ManCo shall be responsible for obtaining any third-party approvals, waivers or buyouts required from parties with contractual or ticket purchase rights adversely affected by FIFA’s rights under the Stadium Agreement and shall indemnify City/Stadium Authority against claims from same. [Section 5.7.1]
(ii)Stadium Authority shall be responsible for purchasing on behalf of Levi Strauss & Company (“Levi’s) under the terms of Stadium Authority’s Naming Rights Agreement with Levi’s for each World Cup Match, the Levi’s suite and ticket allocation to which Levi’s is entitled under Sections 5 and 6 of Schedule 1. The estimated (not to exceed) cost for such purchase is $1.625 million. [Section

5.7.2]
f. Accounting Requirements. ManCo to be responsible for providing a final accounting of event costs to BAHC and ticket surcharge revenues to Stadium Authority in accordance with existing standards for Non-NFL Events. Costs for this accounting to be negotiated between ManCo and BAHC and charged to BAHC as an event expense. ManCo to keep records necessary for Stadium Authority to confirm that no event specific costs are being charged to Stadium Authority for the event. [Section 5.8.1] Each party reserves the right to conduct an independent accounting of its World Cup Events costs and revenues at its cost. [Section 5.8.2]
g. Conflicts of Interest. In implementing its obligations under the Agreement, ManCo is obligated to comply with all standards under the Management Agreement, including the conflict-of-interest policy previously approved by Stadium Authority and adopted by ManCo. [Section 5.9.1] BAHC represents that no ManCo or StadCo official has or shall participate on behalf of BAHC in connection with BAHC’s negotiations, approval or implementation of its obligations to Stadium Authority under the Assignment and Assumption agreement. This restriction will not apply to fundraising efforts or with respect to BAHC’s independent obligations under the Host City Agreement between BAHC and FIFA. [Section 5.9.2] All parties shall comply with applicable federal, state and local laws, including conflict of interest laws, in connection with the Agreement and City of Santa Clara Printed on 2/7/2025Page 17 of 21
powered by Legistar™
25-99 Agenda Date: 2/11/2025
the implementation of the event. [Section 5.9.3]
h. No City Waiver of Local Laws, Taxes or Fees. City has not agreed to any waiver of local laws, taxes or fees in connection with the World Cup events and reserves its rights in its sole discretion to approve or disapprove any such request. [Section 5.10] i. Marketing of City Assets. BAHC and ManCo agree to cooperate with City in the marketing of any City assets it believes may be of value to FIFA or FIFA’s “Commercial Affiliates”. [Section 5.11]
j. Community Benefit Programs. BAHC is developing a “community legacy program” that it intends to implement throughout the region, including the City of Santa Clara, as part of its support of the World Cup and other Major Events. BAHC agrees to make best efforts to ensure that the City and possible beneficiaries of the program operating or residing within the City are made aware of program initiatives and opportunities. [Section 5.12]
k. ManCo’s Obligation to Mitigate Pre-Empted Non-NFL Events. ManCo agrees to develop and implement an enhanced Marketing Plan for the 2026/27 Stadium Authority operating year to help address any lost revenues from non-ticketed or ticketed events that may be displaced by the World Cup. The Marketing Plan shall be subject to Stadium Authority approval and shall include, among other things coordination with FIFA to maximize Stadium use during Non-Exclusive periods, and enhanced marketing efforts for events prior to and after the World Cup. [Section 5.13] l. Clean Zone/Ambush Marketing. City agrees to consider any reasonable FIFA proposal for additional regulations or enforcement of “clean zone” and “ambush marketing” standards, subject to applicable federal and state laws. By law, City reserves the right to approve or disapprove any such proposal in its sole discretion. [Section 5.14] m. Point of Sale Designations. BAHC and ManCo shall cooperate with City to have the City of Santa Clara designated as the “point of sale” for transactions that could generate local sales and use taxes related to World Cup Events. [Section 5.15]

12. Legal Provisions.
[Agreement Sections 6 and 7]
a. Indemnities. ManCo and BAHC to defend, protect, defend and hold City and Stadium Authority harmless in connection with their performance of services for the World Cup Events, excluding liabilities ultimately determined to have arisen as a result of the negligence or willful misconduct of City or Stadium Authority. [Section 6.1] b. Insurance. City/Stadium Authority to maintain “Standard Event Insurance” per existing Non-NFL Event standards throughout the event at their cost; provided, however, BAHC shall bear the cost of any portions of those costs chargeable to events under existing policies, and the incremental costs of any “Specialty Insurance” required as result of enhanced risks presented by World Cup Events. [Section 6.2] City of Santa Clara Printed on 2/7/2025Page 18 of 21
powered by Legistar™
25-99 Agenda Date: 2/11/2025
c. Late Payments. Interest will accrue on late payments owed to City/Stadium Authority but not paid (“Delinquent Amounts”) at the rate of 1.25% per month (15% per year) until paid. Disputed amounts not paid shall not be treated as “Delinquent” but, if determined ultimately to be owed, shall themselves accrue interest at the rate of .25% per month (3% per year) from the date originally due. [Section 7.1] d. Remedies/Dispute Resolution. Parties are entitled to specific performance and monetary damages, but not consequential damages, as remedies for another party’s noticed but uncured default. Unresolved disputes over “Disputed Amounts” are to be submitted to binding arbitration. {Section 7.3]
D. Required Facility Improvements
As noted above, modifications will be required to the Stadium playing field (“bowl”) to accommodate the required field of play for the FIFA World Cup 2026 matches. These modifications will allow the Stadium to comply with the FIFA pitch regulation requirements and will include temporary changes to the seating bowl. The modified system will allow for a system that quickly restores the seating bowl back to the original configuration once the World Cup matches are complete.

The project involves temporary changes to the seating bowl at the four (4) corners / four (4 quadrants) of the Lower inner Bowl at Level 100 sections. The four (4) quadrant areas will require three (3) rows of general seating to be demolished replaced with a demountable structure. The proposed demountable structure is a steel system that quickly restores the seating bowl back to the original configuration once the world cup matches are complete, while allowing for flexibility for any other future turf events that may need adjustments to the pitch of the bowl as well.

The Stadium Manager filed a building permit for the proposed changes in May 2024. City staff and Stadium Authority representatives met with representatives from Stadium Manager bi- weekly to discuss the status of the design and needed improvements for the seating bowl modifications to ensure the proposed design was in compliance with local regulations, codes, and standards. Permit fees were paid, and the City has reviewed and is ready to issue permit.

The field improvements are needed for FWC26, however, the project will be a permanent benefit to the Stadium and allow for the hosting of other events at Levi’s Stadium that the Stadium is not currently designed to host, such as rugby matches.

The scope of the project includes demolition of the existing lower precast bowl and structure, installation of a slab on grade with trenching, replacement of precast seating with ADA platforms including demountable platforms and railings, addition of demountable ADA platforms at the upper portion of the lower bowl and installation of grow light outlets in field.

The estimated cost of the project is $25 million and will be paid by the BAHC. As noted above, the terms of the draft Assignment and Assumption Agreement call for ManCo to be responsible for implementing the Field Improvements in accordance with the approved plans, all applicable laws and Stadium Authority procurement requirements. Further, ManCo must only use private funding sources, make no claims against Stadium Authority funds, and BAHC must indemnify City of Santa Clara Printed on 2/7/2025Page 19 of 21
powered by Legistar™
25-99 Agenda Date: 2/11/2025
the Stadium Authority against third party claims. Additionally, the project shall be implemented so as not to interfere with other Stadium events.

ManCo has informed staff that in order to assure for timely implementation of the Field Improvements (prior to the Metallica concert scheduled for June 20, 2025), construction must begin by no later than February 12, 2025.

NEXT STEPS
Following City Council and Stadium Authority Board approval of the Assignment and Assumption Agreement, staff will issue the permits to allow for the bowl improvements to commence, continue public safety preparations for the event(s), and work with BAHC and other key stakeholders to implement the necessary agreements and prepare the Stadium and the City to host FWC26.

ENVIRONMENTAL REVIEW
The City Council certified the 49ers Santa Clara Stadium Project Environmental Impact Report (EIR) on December 8, 2009. The EIR analyzed the environmental impacts of both the stadium construction and regular operations of large-scale events, including as many as 20 annual major games (by assuming, as a worst case, that two teams would occupy the stadium each year), and expressly including the Super Bowl. The proposed World Cup events are commensurate with the events analyzed by the EIR. Pursuant to CEQA Guidelines section 15162(c), a lead agency cannot reopen environmental review of subsequent actions that fall within the scope of a previously certified EIR.

FISCAL IMPACT
The financial impact of the World Cup Agreements is included in the Discussion section above. In summary, these include the Stadium Improvements, Qualified Event Expenses, costs for pre-event planning, and ticket surcharge revenue. Funding of the $1.6 million Levi’s asset costs will be included in upcoming FY 2025/26 Stadium Authority budget. The World Cup Agreements assign the majority of costs to the BAHC with a TeamCo Guarantee for BAHC-assigned costs. The World Cup Agreements ensure compliance with Measure J, and any costs not covered by BAHC (e.g. pre-event costs) will be funded by the Stadium Authority.

COORDINATION
This report was coordinated between the Offices of the City Manager/Executive Director and City Attorney/Stadium Authority Counsel.

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.

Additionally, as noted earlier in this report, staff have provided the City Council/Stadium Authority Board and the public with updates on the progress of negotiations and preparations for FWC26 on a routine basis since 2023. Further, a detailed update on the status of the negotiated terms was presented at a December 10, 2024 meeting, as recapped earlier in this report. Lastly, it is important to note that the proposed agreements, related documents and a summary of the agreement terms City of Santa Clara Printed on 2/7/2025Page 20 of 21
powered by Legistar™
25-99 Agenda Date: 2/11/2025
were released on Wednesday, February 5, 2025 to the City Council, on the City’s website and announced via email to the subscribers to various distributions lists (City News, Council and Authorities Concurrent Meetings, Stadium Authority News & Agendas).

RECOMMENDATION

1. City Council and Stadium Authority Board approve the proposed FIFA World Cup 2026 Assignment and Assumption Agreement and Guaranty of Certain 2026 FIFA World Cup Obligations (collectively, the “World Cup Agreements”) on the terms, and substantially in the forms presented, and authorize the City Manager/Executive Director to execute such agreements in final forms approved by the City Attorney/Agency Counsel;

2. Stadium Authority Board approve the “Field Improvements” on the terms presented; and

3. Authorize and direct the City Manager/Executive Director to take such other actions as are necessary and appropriate to implement the terms of the World Cup Agreements.

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

ATTACHMENTS

1. Mayor’s August 31, 2017 letter in support of World Cup at Levi’s Stadium

2. City Council Resolution No. 22-9057 in support of World Cup at Levi’s Stadium

3. FIFA World Cup 2026 Assignment and Assumption Agreement (Proposed Final Draft)

4. TeamCo Guaranty of Certain 2026 FIFA Assignment Assumption Agreement Obligations (Proposed Final Draft)

5. Addendum to the Stadium Agreement - Redacted APPROVED FOR PUBLIC RELEASE (publicly released December 6, 2024)

6. Stadium Agreement - Redacted APPROVED FOR PUBLIC RELEASE (publicly released December 6, 2024)

7. Amended and Restated Addendum to Stadium Agreement Redacted APPROVED FOR PUBLIC RELEASE (publicly released February 7, 2025)
City of Santa Clara Printed on 2/7/2025Page 21 of 21
powered by Legistar™

City of
Santa Clara
1 h• CcmtuCJI Wli&l'it Pot.ti~,,
August 31. 2017
John l(risticl(
Executive Director
2026 United Bid commlt1ee
420 5tti Avenue,,.,.,. Floor
New York, NY 10018
Door Mr. Krlstlck,
Mayor
l ien M. GIiimor
Cou11c-ll Membets
Domi11ioJ. 011s,ort;1

0.1JI0 0,vl1
Pti.lrfo.kJ<otsud
Paln<:i.11 M. M"h•n
Teresa O'NelU
Kmhy Wfltfloll.b•
The Clly of Santa Claro would like to declare Its strong Interest In being a host city for tfue 2026 World Cup. In the event that North Amcrla, Is selected by FIFA 10 con11nue In the selection proooss, 1 om pleased to conn rm that the City of Santa Clara/levYs Stadium will submit a proposal to host one or more matches of the 2026 World Cup.

The,e Is no better place than this new stadfum and surrounding South Bay venues to host soccer. Home:
to luxury hotels, wor1d~class training focllltles, and year--round 5unshlne, the U.S. Men's National Team held Its trolnlng c•mI> for the 2014 FIFA World Cup In 1hls vory rcelon. lntemntlonal soccer powers Manchester United, FC Barcelona, Llverpool FC and AC MIian have all trained here In our region over the last couple of years.

Santa Clara's Levi's Stadium near C'alifomla's Great America theme 1>aR. and the: Santo Oara Convention Center provides euy access to public transportation, highways, and the san Jose, Oakland and San Francisco lnternalloM I Airports. We ore a wortd-tlass city with o hleh•toeh venue that Is rcadv for tho opportunity to host this premier event. We unequivocally support this bid and lool< forward to welcoming you to our beautiful city.

On behalf of the City, u,ank you for giving us the opportunity to participate In this exciting process. We wish the united Bid Committee the best of luck and look forward to submitting our proposal. isa Gillmor
Mayor
Cl1y or Santa Clara
'
M11,or andCc:mnc00011.-teii 1500 W11.rbut•tonh~m10 ~ Sa.nta Clnn, CAUSOSO · Pl~n• ('\08)$ UI 2250 • Fu (.f.OfJ) 24U·6771 www.aanudllf11on.g:av

RESOU.!ITI ON NO. 22-9057
A RES,OLUTION OF THI: CITY OF SANTA CLARA, CALIFORNIA
SUPPORTING THE CITY OF SANiT A CLARA IN ITS EFfORiS TO
BE SELECTED AS A HOST C liTY FOR T HE 2il26 FIFA WORLD
CUP
BE IT RESO I.. veo BY THE CITY OF SANTA CLARA. A,S FOLLrOWS ::

WHEREAS , Th€1 Federa tion lnte:mationa le de Fo olball Association (FIFA) World C up i,s a quadren nial multkity fe-sUval 'Arflere cul ture, diversify . and sport are expressed by U,ousand s of f.an:$., a01lete:s. and community legac:)' and su:slainabilily irnitiatives; n is U,e prem ier global soc:oer even t walched by over 3.2 bflllon farn:s wortcilw de:

WHER l~S, the United Bid Committee representing North America is competing wi,Lh •he country of Morocco ror the right lo h ost the 2026 FIFA World C up; WHEREAS . on August 31, 2017, Mayo r Lisai M . Gillmor signed a letter to the United Bid Comm ittee confirming that the Ciity o Santa Clara/levi's St-adium will submit a proposa l to host one or morn matal\es of the 2026 FIFA World Cup;
WHEREAS , there is no beuer p lace 1h an Levi's Stadium and surround Ing South Bay venu~ to host so cc€! r; the City of Santa c raira rs home to luxury hotels, worfd -class training f aoil iHes, and year-round sunS:hine; the U.S. Men's Nationa l Team heltf its trai ning camp for thca, 2014 FIFA World Cup in this 'iery region; I ntematiornal socce r pa.ve rs Manchas-ter U111tted, FC Barcelona, Liverpool FC a d AC M llan have all trained here in our regton over the last several yea rs:

WHEREAS , Santa Clara's Levi' ~ Stadium lg inear Callfomla 's Great Ametic:a ~heme part. aJid the Santa Clara Conven tion Cenle r ar111 pro,vid es easy access lo pubmc transportaliotn, highways, c:i!nd fne San Jose, Oatkrand and San Francis,ro lnhm,ation al Ail-ports ; tile City of Santa Clara is a world-class city with a hi;gh- ech venue ready for the opportun ify ,~o host i his [Premier event; and.

II
R,esolutbn_f2026 Flf'.A \flroc1d Oup
Rev: 11/22117
Pago 1 of2

WHEREAS, 2026 FIFA World Cup matches would be a Santa Clara Stadium Authority !Non~ NFL event and both the City of Santa Clara and Santa Clara Stadium Authority must b& insulated from any financial losses in acoord.ance with voter .. approved Measure J· The Santa Cla ,a Stadium Taxpayer Protection and Economic Progress and required in Government Guarantees requirements, respectively.

NOW THEREFORE, BE IT FURT HER RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:
1 . That the Santa Clara Mayor and City Council do hereby support the City of Santa Clara being seleCled as a host city of the 2026 FIFA World Cup in Santa Clara, California. 2 . Effective date, This resolutior\ shall become effective immediately.

I HEREBY CERTIFY THE FOREGOING TO BE A TRUE COPY OF A RESOLUTION PASSED

AND ADOPTED BY THE CITY OF SANTA CLARA , CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE 22•• DAY OF FEBRUARY, 2022, BY THE FOLLOlMNG VOTE:

AYES : COUNCILORS:

NOES : COUNCILORS:

ABSENT: COUNCILORS :

ABSTAINED : COUNCILORS:

A!lac:hments incotporotcd by reference:
1 , Lett.er to 2026 UnJted Bid Commit1ec
Resolution/2026 FIFA \o\'or)d Cup
Rev: 11/22117
Becker, Chahal, Hardy, Patk, and Watanabe,
and Mayor Gillmor
None
Jain
None
ATTE
. \

NORA PIMENTEL, MC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA
Page2of2
4920-1636-9685.2

City/Stadium Authority Proposed FINAL 2.4.25

FIFA WORLD CUP 2026

ASSIGNMENT AND ASSUMPTION AGREEMENT
This FIFA WORLD CUP 2026 ASSIGNMENT AND ASSUMPTION AGREEMENT (“Agreement”) is entered into and effective as of February __, 2025 ( “ Effective Date”), by and between Bay Area Host Committee, a California nonprofit mutual benefit corporation ( “BAHC” or “Assignee”), Forty Niners Stadium Management Company LLC, a Delaware limited liability company (“ManCo” or “Assignor”), the Santa Clara Stadium Authority, a California joint powers authority (“Stadium Authority”), and the City of Santa Clara, a chartered municipal corporation (“City”) (each a “Party” and collectively the “Parties”) with reference to the following facts:

RECITALS
A. WHEREAS, as of January 17, 2018, ManCo entered into that certain Stadium Agreement by and among United States Soccer Federation, Inc. ( “USSF”) and ManCo, as addended by that certain Addendum to Hosting Agreements by and among Federation Internationale de Football Association (“FIFA”), ManCo and BAHC, as of June 13, 2022, and that certain Amended and Restated Addendum to Hosting Agreements, entered into and effective as of the Effective Date hereof, by and among FIFA, ManCo and BAHC (together with any annexes, exhibits, and schedules thereto and any related future agreements, amendments and addenda the “Stadium Agreement”); and
B. WHEREAS, Assignee was formed to attract cultural and sporting events to the San Francisco Bay Area for the benefit of the region; and
C. WHEREAS, the purpose of the Stadium Agreement is to, among other things, set forth the terms and conditions whereby certain 2026 FIFA World Cup matches and certain ancillary events associated with those matches, as set forth in the Stadium Agreement (each a “World Cup Stadium Event” and collectively, the “World Cup Stadium Events”), would be hosted at Levi’s Stadium in Santa Clara, California (the “Stadium”); and D. WHEREAS, ManCo’s rights and obligations to book Non- NFL Events at the Stadium is governed by the terms of the Amended and Restated Stadium Lease Agreement by and between the Santa Clara Stadium Authority and Forty Niners SC Stadium Company LLC, entered into as of June 19, 2013 (“Stadium Lease”) and the Stadium Management Agreement by and among Santa Clara Stadium Authority, Forty Niners Stadium Management Company LLC and Forty Niners SC Stadium Company LLC, dated as of March 28, 2012 and as amended there after (“Management Agreement”); and
E. WHEREAS, concurrent with Stadium Agreement, BAHC and FIFA entered into that certain Host City Agreement (as amended, the “Host City Agreement”) pursuant to which BAHC agreed to provide certain other forms of support and services throughout the region and within the City in connection with the World Cup 2026 Event; and F. WHEREAS, effective as of July 1, 2024, City and BAHC entered into that certain Interim Funding Agreement (“IFA”) pursuant to which BAHC agreed to reimburse the City for 4920-1636-9685.2

2 certain “Eligible Costs” incurred by City in connection with “Event Planning Work” for the World Cup Stadium Events; and
G. WHEREAS, given the regional nature of the event, the substantial costs involved and, notwithstanding such costs, the projected direct and indirect benefits of the event to the City, the Parties desire to enter into this Agreement to set forth the terms upo n which (1) BAHC shall assume ManCo’s and Stadium Authority’s rights and obligations under the Stadium Agreement , (2) City/Stadium Authority and ManCo shall cooperate with and provide certain services to BAHC in order to assist with the event, and (3) related event matters; and H. WHEREAS, ManCo has requested, and received, Stadium Authority’s prior written consent to the assignment provided for herein; and
I. WHEREAS, capitalized terms not expressly defined herein shall have the meanings ascribed thereto in the attached Index of Definitions (Appendix 1).

NOW, THEREFORE, in consideration of the above recitals, the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, the Parties hereto hereby agree as follows:

AGREEMENT

1. Assignment and Assumption

1.1 In General. Unless otherwise stated herein, as of the Effective Date, ManCo hereby grants, transfers, conveys and assigns to the BAHC all of its right, title and interest in and to the Stadium Agreement and all of its obligations and liabilities thereunder, and BAH C hereby accepts such rights, title and interest and assumes such obligations and liabilities, subject to the terms and conditions of this Agreement (the “Assignment and Assumption”).

1.1.1 N
o Agency or Agent Authorization. The Parties hereby confirm that BAHC is not an agent of the City or of the Stadium Authority, and this Agreement does not create in any way an implied agency authorization or partnership.

1.1.2 V
enue/License Agreements . BAHC and ManCo agree that any amendment to the Stadium Agreement, and any Venue Agreement or License Agreement with FIFA pertaining to the World Cup Stadium Events at the Stadium shall be consistent with the terms of this Agreement.

1.1.3 C
ity/Stadium Authority’s Access Rights . The Parties hereby confirm City and Stadium Authority’s rights of access and use of the Stadium Premises and Appurtenant Areas (excluding StadCo’s Exclusive Facilities), as defined in the Stadium Lease between Stadium Authority and StadCo during Non-Exclusive and Exclusive operating periods, for the sole purpose of providing World Cup Support Services hereunder. Further, during non- match days, senior Stadium Authority staff shall retain “as -needed” access rights to S tadium Authority designated office space, subject to reasonable security requirements imposed by FIFA and coordination with Stadium Manager.
4920-1636-9685.2

3 1.2 Approval by FIFA . The Parties will cooperate to obtain FIFA ’s written approval of the Assignment and Assumption in substantially the form attached hereto as Exhibit A (“FIFA Approval”). Such approval shall include, as of the Effective Date, FIFA’s agreement to release Stadium Authority from any obligations under the Stadium Agreement. FIFA’s execution of the FIFA Approval shall be a condition to effectiveness of this Agreement.

1.3 N o Modification of Host City Agreement or Stadium Agreement. The Parties acknowledge and agree that no provision of this Agreement shall have the effect of modifying any term or condition of the Host City Agreement or the Stadium Agreement. In addition, BAHC and ManCo agree that upon and after the Effective Date of this Agreement, BAHC’s existing obligations under the Host City Agreement, and BAHC’s assumed obligations under the Stadium Agreement, shall be in full force and effect under the terms of such agreements.

2. C ity/Stadium Authority Event Related Expenses

2.1 In General. City/Stadium Authority agree to provide BAHC with public safety and related support services in connection with World Cup Stadium Event activities in and around the Stadium on the terms set forth in this Agreement (“World Cup Support Services”). As part of its obligations hereunder, BAHC shall be responsible for the payment to City/Stadium Authority of all “ Qualified Event Expenses ” (as defined below) incurred by City or Stadium Authority in connection with providing World Cup Support Services. For purposes of this Agreement, Qualified Event Expenses shall be comprised of the following: (a) “ Interim Funding Agreement Eligible Costs” due but not yet paid as “Eligible Costs” under the terms of the Interim Funding Agreement; (b) “Event Planning and Training Expenses ” incurred by City/Stadium Authority after the Effective Date; (c) “ Actual Event Expenses ” incurred by City/Stadium Authority in connection with the provision of public safety, traffic management and related services at or around the Stadium as required to support World Cup Stadium Events in accordance with the provisions of the Public Safety Plan prepared in accordance with the terms of Section 5.3, below; (d) “ Required Equipment Expenses ” (as more particularly descri bed in Section 2.3.4, below; and (e) “Miscellaneous or Unexpected Expenses” not included in (a) – (d), above, that are either (i) expressly provided for as Qualified Event Expenses elsewhere in this Agreement, (ii) are expenses that the Parties, before such expenses are incurred or expended, reasonably discuss and agree constitute appropriate World Cup Stadium Events related expenses that are necessary for the performance of Stadium Agreement obligations, or (iii) if such advance discussions are not practical or possible, such other reasonable costs or expenses that may be incurred by City/Stadium Authority in good faith that are of a similar nature or character of other Qualified Event Expenses, subject to BAHC’s reasonable approval. More specific definitions and examples of the “ Interim Funding Agreement Eligible Costs,” “Event Planning and Training Expenses,” and “Actual Event Expenses” cost components comprising Qualified Event Expenses are set forth on Exhibit B attached hereto and incorporated herein by this reference. For purposes of this Agreement, Qualified Event Expenses shall not include (x) general Stadium overhead and staff time costs that, under existing Stadium Authority billing and accounting practices, are not charged to specific Non- NFL Events, or do not exceed already budgeted staff time; (y) staff time negotiating, administering, or resolving any disputes under, the terms of this Agreement; and (z) other City/Stadium Authority expenses not related to preparations for, or services provided in support of, World Cup Stadium Events, except as otherwise expressly agreed to by City/Stadium Authority and BAHC under the terms of this Agreement (collectively “Ineligible Expenses”). 4920-1636-9685.2

4 2.2 Cost Estimate Process

2.2.1 Preliminary Estimate for City/Stadium Authority Event Support Costs. To facilitate BAHC budgeting and fundraising efforts with respect to the World Cup Stadium Events, City/Stadium Authority have developed a preliminary estimate for the cost components comprising the Qualified Event Expenses for which they are expecting payment from BAHC (“Preliminary Cost Estimate”). This Preliminary Cost Estimate is set forth on Exhibit C attached hereto and incorporated herein by this reference.

2.2.2 U pdated Cost Estimates . From and after the Effective Date, each Party shall, on an ongoing basis, exercise good faith efforts to identify, gather and share all available new or additional information necessary to allow for City and Stadium Authority to refine and update their Preliminary Cost Estimate. Beginning on April 1, 2025, and bimonthly thereafter, City/Stadium Authority shall submit an updated version of their Preliminary Cost Estimate to BAHC and ManCo (each and “ Updated Cost Estimate ” and collectively the “ Updated Cost Estimates”). Each Updated Cost Estimate shall include offsets for amounts of Qualified Event Expenses already paid, if any, at the time of submittal. In addition, if at any time after the Effective Date any Party learns of additional information that is reasonably expected to result in a change to the then current Updated Cost Estimate by a factor of five percent (5%) or greater (each a “Material Cost Adjustment”), such Party shall notify all other Parties in writing of such Material Cost Adjustment as soon as practicable, but no later than thirty (30) days after discovery of such information. Any Updated Cost Estimate generated hereunder shall be dated and incorporated into an updated version of Exhibit C. In addition to these specific obligations, the Parties agree to regularly meet and confer as needed or as requested by any Party regarding event costs and responsibilities, and to share relevant information they may obtain with all other Parties that ma y affect overall event costs or responsibilities regardless of impact or their own cost or responsibility areas.

2.2.3 N
ature of Estimates . While City and Stadium Authority have endeavored to develop the Preliminary Cost Estimate, and will develop Updated Cost Estimates, in good faith, using commercially reasonable means and methods and, to the best of their knowledge, information that is accurate, all Parties acknowledge and agree that (a) such estimates are based upon assumptions regarding the scope of required services and information available at the time; (b) some of the information upon which City/Stadium Authority are relying was obtained from third parties, including BAHC and ManCo; (c) such assumptions and information are expected to change over time as assumptions are refined, and new or better information becomes available; (d) any or all of these factors are likely to result in modifications to the Updated Cost Estimates and, ultimately, actual final costs incurred in connection with the World Cup Stadium Events (“Final Costs”) that could substantially vary from the Preliminary Cost Estimates; and ( e) subject to each Party’s obligations under this Agreement to exercise reasonable efforts to endeavor to provide accurate information and update their Preliminary Cost Estimates, no Party shall be liable to any other Party hereunder for any inaccuracy, material or otherwise, in t heir particular cost estimates, and each Party’s responsibilities with respect to the performance of their respective obligations hereunder with respect to the World Cup Stadium Events, and the ultimate reimbursement of Qualified Event Expenses, shall not be absolved, modified or reduced as a result of any inaccuracy in any Preliminary Cost Estimate or the information provided in connection therewith.
4920-1636-9685.2

5 2.3 Invoicing and Payment of Qualified Event Expenses . The City/Stadium Authority shall invoice BAHC and BAHC shall reimburse City/Stadium Authority for its Qualified Event Expenses as follows:

2.3.1 I nterim Funding Agreement Expenses Not Yet Paid. Any amounts due and payable under the IFA shall be paid in accordance with the terms thereof and shall not be charged or payable under the terms of this Agreement. If, for whatever reason, amounts owed under the IFA remain in dispute between the parties during the term of this Agreement, the parties may mutually agree to consolidate such dispute with any dispute(s) to be resolved under the terms of this Agreement.

2.3.2 E
vent Planning and Training Expenses
a. City/Stadium Authority Payment Requests . To receive payment for its Event Planning and Training Expenses, City/Stadium Authority shall submit monthly invoices to BAHC in the form attached hereto as Exhibit D (each a “Payment Request” and collectively “Payment Requests”). Payment Requests shall include a statement of both City/Stadium Authority staff time and out of pocket expenses paid or owed to third parties. All City/Stadium Authority staff time shall be billed at City/Stadium Authority then applicable full costs recovery rates in accordance with existing billing practices for other Non- NFL Events held at the Stadium. Staff costs shall be billed on an hourly basis, in .25 of an hour (15 minutes) increments, and shall include a description of the work by category as set forth on Exhibit D.

Payment Request submittals should also include reasonable supporting documentation (e.g., timecard reports by position, actual receipts, statements, proof of purchase, and invoices showing that payment was made) evidencing the incurrence of Qualified Event Expenses. b. I
nitial Review for Completeness. Upon receipt of a Payment Request, BAHC shall have ten (10) days to review and confirm that such request contains all relevant and required supporting documentation for eligible Event Planning and Training Expenses. If BAHC reasonably determines that any information or documentation is missing or incomplete, BAHC shall notify City/Stadium Authority and City/Stadium Authority shall agree to work in good faith to provide BAHC with the requested information within five (5) days of receipt of such request. Such Payment Request shall be deemed to be “ complete” when BAHC has received the reasonably requested information needed to review the Payment Request (the “Completed Payment Request”).
c. F
inal Review; Dispute Process . Within thirty (30) days of a Payment Request, or fifteen (15) days after receipt of a Completed Payment Request for incomplete or missing documentation, whichever is later, BAHC shall inform the City/Stadium Authority in writing of any amount of the Payment Request that it does not approve (the “Disputed Amount”) and the reason(s) for such disapproval. Any such disapproval must be based on BAHC’s reasonable determination that the Disputed Amount does not qualify as a Qualified Event Expense under the terms of this Agreement. Any amount of a Completed Payment Request not so disputed shall be deemed approved and paid by BAHC as provided in Section 2.3.2.d, below. In the event BAHC reasonably disputes any portion of a Payment Request, BAHC and City/Stadium Authority agree to immediately meet and confer in good faith to resolve the dispute. If after two meet and 4920-1636-9685.2

6 confer sessions, the parties have been unable to resolve the dispute, the dispute shall be subject to the dispute resolution process described in Section 2.5, below. d. Payment of Undisputed Amounts to City and Disputed
Amounts to Escrow. Within sixty (60) days after receipt of a Completed Payment Request, BAHC shall (i) submit a payment to City/Stadium Authority in the amount of the Completed Payment Request less any Disputed Amount. BAHC and City/Authority agree to allow for an additional 30-days to collectively work together to resolve any questions and information required to approve any Disputed Amounts applicable to a particular Completed Reimbursement Reque st. If upon such 30-day period, BAHC and City/Authority have not agreed as to how to proceed as to any Disputed Amount then BAHC shall agree to set -aside such amounts in a segregated account as pending. In the event that, in the aggregate, Dispute Amounts exceed $50,000, BAHC agrees to deposit such Disputed Amount into an escrow account established by BAHC and City/Authority for this purpose (the “Disputed Amount Escrow”). Amounts in the Disputed Amount Escrow shall only be disbursed upon mutual agreement of BAHC and City/Stadium Authority, or upon a final binding order out of arbitration if such process is triggered under the terms of Section 2.5, below.

Payments shall be made in the form of check or wire transfer as determined by City/Stadium Authority and the Disputed Amount Escrow Officer, respectively. BAHC and City/Authority shall evenly share any costs of the Disputed Amount Escrow and any ensuing arbitration. Amounts in the Disputed Amount Escrow shall only be disbursed upon mutual agreement of BAHC and City, or upon a final binding order out of arbitration or a reviewing court with jurisdiction. e. A
dvance Review of Proposed Off -Site Travel/Training
Costs. Prior to incurring expenses (either out of pocket costs or staff time) for which City/Stadium Authority will be seeking reimbursement associated with off -site training programs ( “Off-Site Training Costs”) City/Stadium Authority shall provide BAHC a written summary of anticipated costs, explanation of need for the travel and/or training and a list of the City/Stadium Authority personnel participating ( “Proposed Off -Site Training Budget ”). City/Stad ium Authority shall consider, in good faith, BAHC input on Proposed Off-Site Training Budget, but shall reserve the right, in its sole discretion, to determine the training they deem necessary to assure public safety at the World Cup Stadium Events, and to seek reimbursement therefor. BAHC reserves the right to dispute any submittal for reimbursement of such costs as provided this Section 2.3.2, above.

2.3.3 A
ctual Event Expenses.
a. Advance Payments. BAHC agrees to make advance
payments to City/Stadium Authority to offset projected Actual Event Expenses (each and “Advance Payment” and collectively the “Advance Payments”) as follows:
b. F
irst Advance Payment : Fifty Percent (50%) of the most
recent Updated Estimate for Actual Event Expenses (as of April 1, 2026) payable on or before May 1, 2026.
c. S
econd Advance Payment : Twenty-Five Percent (25%) of
the most recent Updated Estimate for Actual Event Expenses (as of June 1, 2026) payable on or before June 22, 2026.
4920-1636-9685.2

7 For example, if the Updated Cost Estimate for Actual Event Expenses as of April 15, 2026, is $8 million, the First Installment Payment due and payable by BAHC to City/Stadium Authority by on or before May 1, 2026, would be 50% of $8 million, or $4,000,000. If the Updated Cost Estimate for Actual Event Expenses as of June 1, 2026, has changed and is now $8.5 million, the Second Installment Payment due and payable by BAHC to City/Stadium Authority by on or before June 22, 2026 would be 25% of $8.5 million, or $2,125,000.
d. Actual Event Expense Invoice Process . City/Stadium Authority Actual Event Expenses are expected to be incurred with respect to activities at or around the Stadium commencing on or about June 7, 2026 and ending on or about July 4, 2026 “Primary Event Operations Period”). (Note: This projected Primary Event Operations Period is subject to adjustment based upon input from FIFA, federal or state authorities, or the Santa Clara Police Department.) City/Stadium Authority shall submit a Payment Request to BAHC with respect to Actual Event Expenses recorded for such time period in the form attached hereto as Exhibit D and shall endeavor to do so by on or before August 21, 2026 (the “Primary Event Expense Request”).

The Primary Event Expense Request shall include a statement of both City/Stadium Authority staff time and out of pocket expenses paid or owed to third parties if known at that time. With respect to any Actual Event Expenses not recorded or invoiced at the time of the Primary Event Expense Request, including, without limitation, City/Stadium Authority staff time and third-party costs not yet invoiced to City/Stadium Authority, City/Stadium Authority shall submit a proposed final Payment Request and shall endeavor to do so by on or before September 18, 2026 (the “ Final Payment Request”). For both the Primary Event Expense Request and the Final Payment Request, all City/Stadium Authority staff time shall be billed at City/Stadium Authority then applicable full costs recovery rates consistent with existing practices for other Non -NFL Eve nts held at the Stadium. Staff costs shall be billed on an hourly basis in one quarter of an hour (15 minute) increments and shall include a description of the work by category as set forth on Exhibit D.

Payment Request submittals should also include reasonable supporting documentation (e.g., timecard reports by position, actual receipts, statements, proof of purchase, and invoices showing that payment was made) evidencing the incurrence of Qualified Event Expenses. e. B
AHC Initial Review for Completeness . Upon receipt of
either a Primary Event Expense Request or a Final Payment Request, BAHC shall have twenty - one (21) days from the receipt of such request to review and confirm such request contains all relevant and required supporting documentation for eligible Actual Event Expenses, or any other Qualified Event Expenses proposed therein for payment. If BAHC reasonably determines that any information or documentation is missing or incomplete, BAHC shall notify City/Sta dium Authority and City/Stadium Authority shall work in good faith to provide BAHC with the requested information within five (5) days of receipt of such request. Such Payment Request shall be deemed to be “ complete” when BAHC has received the reasonably requested information needed to review the Payment Request (each a “Completed Payment Request”). f. F
inal Review; Dispute Process . Within forty (40) days of a Primary Event Expense Request or a Final Payment Request, or fifteen (15) days after receipt of a Completed Payment Request for incomplete or missing documentation, whichever is later, BAHC shall inform the City in writing of any amount of the Payment Request that it does not approve (the “Disputed Amount”) and the reason(s) for such disapproval. Any such approval must be based 4920-1636-9685.2

8 on BAHC’s reasonable determination that the Disputed Amount does not qualify as a Qualified Event Expense under the terms of this Agreement. Any amount of a Completed Payment Request not so disputed shall be deemed approved and paid by BAHC as provided in Section 2.3.3.e, below.

In the event BAHC reasonably disputes any portion of a Payment Request, BAHC and City agree to immediately meet and confer in good faith to resolve the dispute. If after two meet and confer sessions, the parties have been unable to resolve the dispute, the dispute shall be subject to the dispute resolution process described in Section 2.5, below. g. Payment of Undisputed Amounts to City and Disputed
Amounts to Escrow. Within sixty (60) days after receipt of a Completed Payment Request BAHC shall (i) submit payment to the City in the amount by which the Payment Request exceeds the amounts already paid to City/Authority in the form of Advance Payments, less any Disputed Amount; and (ii) deposit the Disputed Amount into the Disputed Amount Escrow provided under Section 2.3.2.d, above. Payments shall be made in the form of check or wire transfer as determined by City and the Disputed Amount Escrow Officer, respectively. For example, if a Completed Primary Event Expense Request is $7.5 million, City/Stadium Authority has already received $5.8 million in Advance Payments, and there is a Disputed Amount of $200,000, the amount due and payable by BAHC to City/Authority with respect to such request under the terms of this Section would be $1.5 million, and the deposit into the Disputed Amount Escrow would be $200,000.

2.3.4 S
pecial Rules for Equipment Costs per the Public Safety Plan. a. In General. The Parties agree that certain public safety, [transportation management] and related equipment will be required in connection with City/Stadium Authority required and necessary public safety and transportation support services for the World Cup Stadium Events (“Required Event Equipment”), and the reasonable cost of such equipment shall constitute Qualified Event Expenses hereunder. b. E
quipment List. The agreed upon initial list of Required Event Equipment, including the estimated purchase or lease costs to be billed to BAHC for each, is presented as a subcategory within the attached Exhibit C. Such list, and the related estimated cost of each piece of equipment, will be updated from time to time consistent with the provisions set forth in Section 2.2, above.
c. P
urchased Equipment. Prior to purchasing any Required
Event Equipment for which the entire purchase price is proposed to be expensed to BAHC, City/Stadium Authority shall first obtain BAHC ’s written approval for such purchase.

City/Stadium Authority shall follow its own procurement policies and shall endeavor to obtain any such Required Event Equipment at the best available commercial rates; provided, however, if BAHC is able to facilitate the purchase of the same equipment at lower cost, and such facilitation can be implemented consistent with City’s legal procurement requirements, then the City/Stadium Authority agrees to allow BAHC to coordinate such process. The purchase price for Required Event Equipment purchased for BAHC by City/Authority for use at the event shall be chargeable as a Qualified Event Expense to BAHC once payment is made. City/Stadium Authority shall endeavor to include such cost in the next scheduled Payment Request submittal. Once City/Stadium Authority has been reimbursed and purchased Required Equipment is no longer 4920-1636-9685.2

9 needed for World Cup Events, at BAHC’s option, such equipment, subject to applicable laws, shall either be transferred to BAHC or sold, with the proceeds of such sale, less reasonable sales expenses, paid to BAHC.
d. Leased Equipment. With respect to Required Equipment to be leased to BAHC by City/Stadium Authority for use at World Cup Stadium Events, the associated lease charges shall be chargeable as a Qualified Event Expense for the number of days deployed for event support. City/Stadium Authority shall endeavor to include all corresponding lease charges in the Primary Event Expense Request submittal provided in 2.3.3.b, above. In determining the appropriate lease charge amount the following shall apply: (a) the l ease rate for Required Equipment that itself was leased from a third party shall be a pass through of the lease rate cost charged to City/Stadium Authority; (b) the lease rate for purchased equipment shall be determined in consideration of “ market rates” for such equipment, to the extent available, wear and tear on the leased equipment, projected maintenance costs, amortized capital reserve replacement costs, and other relevant factors, after consultations with BAHC regarding methodology; and (c) the lease rate shall not include any lease administration overhead fee; instead, any staff time/costs directly associated with procurement or management of leased assets necessary for World Cup Events shall be accounted for and billed directly as a Qualified Expense Cost.

2.3.5 M
iscellaneous or Unexpected Costs . Any Miscellaneous or Unexpected Cost approved or proposed under the terms of Section 2.1, above, shall (a) be included as a line item by City/Stadium Authority in their next Updated Event Cost Estimate submittal, in accordance with the process forth in Section 2.2.2, above; and (b) once such cost is incurred, shall be proposed for payment by City/Stadium Authority under their next applicable Payment Request submittal, in accordance with the process set forth in either Section 2.3.2, or 2.3.3.b , above, depending upon when the Miscellaneous or Unexpected Cost expense was incurred. For example, if the Miscellaneous or Unexpected Cost expense was incurred during the event planning phase, prior to the Primary Event Operations Period, it would be included as an expense in the next submitted monthly Payment Request for Event Planning and Training Expenses . If the expense was incurred after the commencement of the Primary Event Operations Period, it would be included as an expense and submitted as part of the Primary Event Expense Request for the Final Payment Request.

2.3.6 P
re -Agreement Expenses . Amounts previously incurred by the City/Stadium Authority prior to the date of the IFA in the amount of up to $150,000, shall be reimbursable to the City/Stadium Authority after all amounts due to City/Stadium Authority have been paid hereunder, or pursuant to the provisions of Section 3.3.3, below, provided that Government Funding amounts are available to reimburse such amounts to City/Stadium Authority.

BAHC shall not be obligated to pay any Pre -Agreement Expenses to City/Stadium Authority directly or indirectly other than as set forth above.

2.4 M
anCo/Stadium Authority Expenses .

ManCo agrees to provide BAHC with operational support services in connection with World Cup Stadium Event activities in and around the Stadium on the terms set forth in this Agreement (“Operational Support Services”). Such Operational Support Services shall generally 4920-1636-9685.2

10 be consistent with the event -related services provided by ManCo for Stadium Events to be accounted for using the then in effect Financial Management System used for Non- NFL Events.

As part of its obligations hereunder, BAHC shall be responsible for the payment to ManCo of all “ManCo Event Expenses; ” such expenses shall include, without limitation, cost for private security, janitorial services, parking and other event staffing, utility costs, and other event specific expenses incurred by ManCo in connection with providing Operational Support Services. Such ManCo Event Expenses shall be invoiced by ManCo to BAHC as mutually agreed upon by ManCo and BAHC, and payable within sixty (60) days of receipt of such invoice. ManCo shall retain, and make available for Stadium Authority review, records of Operational Support Services consistent with current practices for all Stadium Events.

2.5 Cost Reconciliation/Dispute Resolution.

2.5.1 Selection of an Arbitrator. Within thirty(30) days after the Effective Date, BAHC and City/Stadium Authority will meet and confer to select and contract with an arbitrator to be on “stand-by” to resolve disputes over Disputed Amounts that the parties are unable to resolve themselves after meeting and conferring as provided in Sections 2.3.2(d) or 2.3.3(d), above, under the terms set forth in this Section 2.5. The arbitrator should have experience adjudicating matters involving complex agreements, disputed payments and services, and accounting, and must be approved by BAHC and City/Stadium Authority (“Approved Arbitrator”).

2.5.2 I
nterim/Expedited Dispute Resolution .

If at any time during the term of this Agreement Disputed Amounts deposited into the Disputed Amount Escrow exceed $200,000, and the parties have been unable to resolve their dispute(s) with respect to such amounts after meeting and conferring under the terms of Section 2.3.2.c, above, either BAHC or City/Stadium Authority shall have the right, by written notice to the other party, to initiate expedited binding arbitration to resolve their dispute (“Expedited Arbitration”). The Expedited Arbitration shall be conducted on a confidential basis by the Approved Arbitrator. The arbitration process schedule will be designed to allow a final decision in such matter to occur within sixty (60) days. Any decision or award as a result of such arbitration shall be in writing and shall provide an explanation for all conclusions of law and fact.

Any award of arbitration may be confirmed in a court of competent jurisdiction. The costs of such arbitration shall be shared 50/50 by the parties, and each party shall bear the cost of their own attorney’s fees. If by March 1, 2026, no party has initiated Expedited Arbitration, disputes between the parties with respect amounts deposited into the Disputed Escrow Account, including amounts deposited after March 1, 2026, shall be resolved as part of the final reconciliation/dispute resolution process set forth in Section 2.5.2, below.

2.5.3 Final Reconciliation/Dispute Resolution . If there are unresolved disputes regarding Payment Requests for Event Planning and Training Expenses, Required Equipment Expenses, or Miscellaneous or Unexpected Costs, and BAHC has reserved its rights respect to such disputes, or if BAHC has disputed amounts requested for reimbursement in the Primary Event Expense Request or the Final Payment Request submittal and, after meeting and conferring in good faith to resolve such dispute(s) the Parties have been unable to reach agreement, then either party may tender such disputes to final, binding arbitration for resolution ( “Final Arbitration”). The Final Arbitration shall be conducted on a confidential basis by the Approved 4920-1636-9685.2

11 Arbitrator. Any decision or award as a result of such arbitration shall be in writing and shall provide an explanation for all conclusions of law and fact. Any award of arbitration may be confirmed in a court of competent jurisdiction. The costs of such arbitration shall be shared 50/50 by the parties, and each party shall bear the cost of their own attorney’s fees.

3. World Cup Stadium Event Revenues.

3.1 Stadium Agreement Rent; Other Revenues.

3.1.1 BAHC. BAHC shall be solely entitled to receive the revenues a due and payable from FIFA under the terms of the Stadium Agreement for use of the Stadium for World Cup Stadium Events. Such revenues shall include any profits or commissions from resales of Hospitality Packages or Suites allocated to BAHC by FIFA pursuant to the terms of the Host City Agreement.

3.1.2 49
ers. ManCo acknowledges and agrees that Forty Niners SC Stadium Company LLC shall not receive revenues from the sale of suites for the World Cup Stadium Events. ManCo acknowledges that FIFA shall control the use of such suites, and that Forty Niners SC Stadium Company LLC shall be required to purchase from FIFA (or its designee) any suites to satisfy its contractual obligations to third parties under existing contracts with suite holders, including any Owners Club suite holders.

3.2 No
n -NFL Event Ticket Surcharge.

3.2.1 In General. All tickets sold for World Cup soccer matches held at the Stadium shall be subject to a surcharge of a minimum of Four ($4.00) and a maximum of Six Dollars ($6.00) per ticket sold to be collected on behalf of and paid to the Stadium Authority on the terms provided herein ( “FIFA Ticket Surcharge”). For example, if the average number of tickets sold at each of the currently scheduled six soccer matches at the Stadium was 60,000 tickets per match, and the FIFA Ticket Surcharge is approved by FIFA to be implemented at $6.00, the FIFA Ticket Surcharge revenues generated would equal $2.16 million (60,000 tickets x 6 matches x $6 per ticket). Subject to FIFA approval, the FIFA Ticket Surcharge shall be imposed and collected in a manner consistent with ManCo’s imposition and collection of the Ticket Surcharge for non-NFL Events under the Stadium Lease. Acting on behalf of the Stadium Authority under the terms of the Management Agreement, ManCo shall exercise best efforts to cause the imposition, collection an d payment of the FIFA Ticket Surcharge to the Stadium Authority as provided hereunder, and also to account to Stadium Authority the number of tickets that were not eligible for a Ticket Surcharge. BAHC agrees that to the extent that the FIFA Ticket Surcharge is imposed at an amount less than $6.00 per ticket sold, BAHC shall develop a financial mechanism and, upon Stadium Authority approval, implement such mechanism, whereby the Stadium Authority shall be guaranteed to receive the equivalent of a $6.00 FIFA Ticket Surcharge, with no resulting increase in City/Stadium Authority World Cup Event costs/obligations, or decrease in any other City/Stadium Authority revenues/rights, under the terms of this Agreement.

3.2.2 S
tadium Authority Accounting for FIFA Ticket Surcharge. Once collected, under the terms of the Stadium Lease, Stadium Authority shall deposit FIFA Ticket 4920-1636-9685.2

12 Surcharge revenues as follows: 50% into the Stadium Authority general revenues account and 50% into the Discretionary Fund.

3.3 Other Revenues/Funding.

3.3.1 Cooperation. To finance its obligations under the terms of the Stadium Agreement and the Host City Agreement, BAHC will be seeking funding from various public and private sources. City/Stadium Authority and BAHC agree to cooperate in such fundraising efforts. Such cooperation will include: (a) reasonable efforts to pursue direct federal/state/regional funding ( “New Government Funding” ) or in -kind contributions of federal/state resources that may offset/reduce Qualified Event Expenses or replace City ’s need to provide World Cup Support Services, respectively; (b) joint/coordinated efforts to meet with federal/state/regional officials; and (c) the preparation and submittal of grant/funding applications, including any necessary support information, either jointly or separately, as appropriate, including whenever such funding sources may allow, requests that funds awarded be earmarked for Qualified Event Expenses.

3.3.2 P
ursuit and Allocation of Existing State OES Funding. BAHC and City/Authority shall cooperate to obtain the maximum/proportionate share of pending OES funding for World Cup Stadium Events at the Stadium ( “OES Funding”) for use for Qualified Event Expenses. The County of Santa Clara shall serve as the local administrator of funds and/or meet and confer on the local allocation of OES Funding.

3.3.3 O
ffset of Government Funding Against BAHC Obligations to Fund Qualified Event Expenses. To the extent any New Government Funding or OES Funding is received and paid to City/Stadium Authority with respect to City/Stadium Authority Qualified Event Expenses during the term of this Agreement, BAHC ’s corresponding obligations(s) to reimburse such expenses hereunder shall be reduced on a dollar-for-dollar basis as provided in this Section. If the government funding received is earmarked to offset a particular category of Qualified Event Expense (for example, Event Planning and Training Expenses), then that is category of reimbursement obligation that shall be reduced. If the government funding received is not specifically designated, it shall be used to reduce the BAHC Qualified Event Expenses reimbursement obligation arising first in time under the terms of this Agreement, for which such monies can lawfully be used. If the government funding is not actually received but is otherwise expressly committed to fund City/Stadium Authority Qualified Event Expenses, the parties will meet and confer to determine how and when BAHC’s obligations shall be reduced hereunder. The ultimate decision on this will be made by City/Stadium in their reasonable discretion. Factors to be reasonably considered by the Parties include the discretionary or administrative nature of any conditions imposed by the government funding source to the actual distribution of funds, the amounts involved, and the timing for any such distribution. If government funding earmarked for Qualified Event Expenses is received by City/Stadium Authority after BAHC has fulfilled its reimbursement obligations hereunder, such that City/Stadium Authority shall have received funding for Qualified Event Expenses in excess of the actual amount of its Qualified Event Expenses (“Surplus Funding Amount”), BAHC shall be entitled to receive reimbursement from City/Stadium Authority of such Surplus Funding Amount.

4. S
tadium Improvements .
4920-1636-9685.2

13 4.1 In General . As required under the Stadium Agreement, BAHC shall be responsible for causing the construction of certain modifications to the Stadium to meet FIFA standards and specifications ultimately required by FIFA for the World Cup Stadium Events (“Stadium Improvements”). The primary required Stadium Improvement involves modifications to seating at the corners of the field area to allow for a larger field playing surface, as currently submitted to the City and approved by FIFA, and related improvement s (“Field Improvements”).

As more specifically provided in this Section below, at no cost to Stadium Authority, ManCo shall be responsible for paying all costs associated with the completion of the Stadium Improvements and shall be responsible for the implementation of the Field Improvements and City shall be responsible for the review and issuance of any required building permits consistent with City standards. By approving this Agreement, Stadium Authority acknowledges that it has reviewed and approved the Field Improvement and corresponding permits submitted by ManCo to the City and Stadium Authority and consented to City’s issuance of all related building such permits.

4.2 S
tadium Authority; City Approval . BAHC and ManCo shall seek Stadium Authority approval for all additional Stadium Improvements projects outside the Tenant Exclusive Areas where required under the existing Stadium agreements. As of the Effective Date, the only Stadium Improvement project expected to exceed this threshold are the Field Improvements. In no event shall BAHC commence construction of any Stadium Improvements pursuant to the provisions of this Section 4 until such time as BAHC shall have obtaine d all necessary governmental approvals and permits to so construct such improvements, including required permits and approvals issued by the planning, building and permitting divisions of the City.

4.3 P
roject Implementation .

4.3.1 In General . Except as otherwise expressly provided herein, all Stadium Improvements, including the Field Improvements project, shall be overseen and implemented by ManCo in accordance with standards and processes set forth in the Management Agreement, applicable Stadi um Authority administrative policies (e.g., procurement processes, project accounting and labor requirements), FIFA requirements, and all City -issued permits and approvals.

4.3.2 T
iming . BAHC and ManCo are responsible for assuring that all Stadium Improvements shall be constructed in a manner and on a schedule so as not to interfere with other Stadium Events, including NFL Events and ticketed and non-ticketed Non-NFL Events.

The curren t projected timeline for construction of the Field Improvements is for project commencement on or about February 12, 2025 with project completion on or about June 18, 2025.

4.3.3 F
unding; Financial Assurances . The cost for implementing the Stadium Improvements will be paid directly by ManCo without reimbursement from or charge to the Stadium Authority or any public entity. ManCo shall seek reimbursement of such costs directly from the BAHC, with funds derived solely from private sources, on terms mutually agreed by ManCo and BAHC. Such costs will include, without limitation, the cost of project design, City permit and inspection fees, materials and labor costs, required insurance, bonds, etc. Such costs will also include any change orders or cost overruns. BAHC shall protect, indemnify, and hold City and Stadium Authority, and their respective officers, directors, employees and agents harmless from and against any claims for damages and related liabilities or costs, including attorney’s fees, 4920-1636-9685.2

14 alleged or received from contractors, subcontractors or any other third parties in connection with the design or construction of the Stadium Improvements. In accordance with standard practices for privately-financed improvements at the Stadium, ManCo will require that contracts for the design and construction of all Stadium Improvements will include standard insurance naming City and Stadium Authority as additional insureds, and corresponding underlying indemnities.

4.3.4 Compliance with Applicable Law. BAHC and ManCo shall carry out the design, construction and operation of the Stadium Improvements in conformity with all applicable governmental requirements, including all applicable federal and state labor standards (including without limitation, if applicable, provisions for payment of prevailing wages) and any other applicable development standards, building, plumbing, mechanical and electrical codes that are applicable. With respect to California Labor Code Section 1720, et seq., and its implementing regulations, regarding the payment of prevailing wages (the “ Prevailing Wage Law”) BAHC and ManCo shall be solely responsible for determining and effectuating compliance with the Prevailing Wage Laws. BAHC and ManCo hereby releases from liability, and agrees to indemnify, defend, assume all responsibility for and hold Stadium Authority and its officers, employees, agents and representatives, harmless from any and all claims, demands, actions, suits, proceedings, fines, penalties, damages, expenses resulting from, arising out of, or based upon their acts or omissions pertaining to the compliance with all applicable laws, including Prevailing Wage Law in connection with installing the Stadium Improvements . The foregoing indemnity shall survive termination of this Agreement and shall continue after completion of the construction and development of the Stadium Improvements by BAHC.

4.3.5 O
wnership of Improvements; Option to Remove and Restore . After the completion of all World Cup Stadium Events, BAHC shall have the option to elect to remove and take ownership of any Stadium Improvements that can feasibly be removed without doing irreparable damage to the Stadium. In the event BAHC makes this election, the Parties will meet and confer to develop a plan for removal that does not materially interfere with ongoing Stadium operations, and that provides for restoration of the Stadium to its original condition at BAHC ’s sole cost. If BAHC does not elect to remove the improvements, or a reasonable plan for removal and restoration cannot be agreed to by the Parties after good faith efforts, the Stadium Improvements will become the sole property of the Stadium Authority.

4.3.6 O
ther Improvements . Any modifications to Stadium signage or other facilities to allow for rebranding or marketing for FIFA or their commercial affiliates shall be removed by BAHC, working with ManCo, all at BAHC’s sole cost.

4.3.7 C
onsideration for BAHC . In consideration for BAHC ’s
commitment hereunder to assume all obligations under the Stadium Agreement, in particular its commitment to cause the construction of the Stadium Improvements, Stadium Authority agrees to meet and confer with BAHC on terms for BAHC receiving access to Stadium office facilities (for administrative and major event support uses) and non-ticketed event spaces (for a defined number of BAHC sponsored special or community events) “at cost” (i.e., no access or rental fees provided that all actual, direct office or event expenses are paid).

5. A
dditional Agreements
4920-1636-9685.2

15 5.1 Permit Processing. City/Stadium Authority agrees to work in good faith to expedite the processing of all necessary licenses, authorizations, permits, grants, orders, decisions, or any other acts required of the Stadium Authority or City in connection to the Stadium Agreement or the World Cup Stadium Events (“Event Permits”). City/Stadium Authority reserves the right to approve, condition or disapprove in accordance with applicable legal standards for governmental discretion. BAHC shall be responsible for payment of all standard City/Stadium Authority processing fees associated with all required permits/approvals. If expedited Event Permits processing is necessary that cannot be accommodated using only existing City/Stadium Authority staff, BAHC may reque st that City procure outside contractor assistance to assist with such processing. City agrees to meet and confer with BAHC regarding any such request to determine the viability and cost of this option. If the parties agree to proceed with the procurement of outside contractor assistance, the procurement shall be done in accordance with applicable City standards, and the costs for the contractor assistance shall be paid by BAHC.

5.2 C
ommunications with FIFA; Defining/Managing Exclusive/Non-Exclusive World Cup Stadium Events Periods. Unless otherwise agreed between the Parties, BAHC shall be the lead organization working and interfacing with FIFA. Notwithstanding the foregoing, BAHC shall consult with City/Stadium Authority and, upon City/Stadium Authority reasonable request, connect City/Stadium Authority with FIFA on discussions that relate to the following matters: (a) security and transportation management requirements at or around the Stadium, (b) ticket surcharge implementation, (c) any proposed waiver/offset of City taxes/fees, or (c) marketing opportunities/limitations for City/Stadium Authority assets. In addition, the Parties agree to cooperate in obtaining information from FIFA to define the Non -Exclusive and Exclusive operations periods for the World Cup Stadium Events, and to obtain any necessary parameters or approvals from FIFA to permit the booking and holding of revenue generating ticketed and non- ticketed Non-NFL Events at the Stadium during such period(s).

5.3 D
evelopment of the Public Safety Plan . City shall take the lead on preparing a draft public safety plan for the World Cup Stadium Events (“Public Safety Plan”) and shall solicit stakeholder input both in the preparation and refinements of such plan. Stakeholders shall include federal, state and regional governmental authorities with jurisdiction, FIFA, BAHC and ManCo. The Public Safety Plan shall be periodically updated and re -distributed for stakeholder input in City’s discretion in order to respond to stakeholder comments and changes in security requirements or threat assessments. The final Public Safety Plan shall be consistent with all federal, state, regional, City and FIFA requirements. City shall have final approval authority over the Public Safety Plan and will be the local law enforcement authority responsible for the implementation of the Public Safety Plan. This includes coordination with other federal, state and regional law enforcement officials/departments, contracting with and oversight of other reginal/local law enforcement agencies, and actual City staff deployment and provision of assigned World Cup Event Support Services under the Public Safety Plan. The Public Safety Plan will include, among other terms, provisions for Event Overview, Goals and Objectives, Roles and Responsibilities, Incident Command System (ICS) Framework, Risk Assessment, Emergenc y Communications Plan, Crowd Management Plan, Security Measures, Emergency Medical Service (EMS), Evacuation Plan, Severe Weather Preparedness, Coordination with Federal Resources, Community Impact Mitigation, Post-Event Review.
4920-1636-9685.2

16 5.4 Convention Center Usage. BAHC has indicated that it desires to book 100% of the space at the City’s Convention Center for World Cup Stadium Events related activities for the entire duration of the Exclusive Use Period (“World Cup Convention Center Use”). Formal agreements for BAHC/FIFA World Cup Center Use shall be negotiated by BAHC directly with the City’s Convention Center operator in accordance with then applicable standard terms and rates. If the parties have not reached agreements for World Cup Convention Center Use by April 1, 2025, with standard deposits submitted, the Convention Center Operator shall be free to market the Convention Center to third parties for alternative uses subject to compliance with existing City/Stadium Agreements with Forty Niners SC Stadium Company LLC (“StadCo”).

5.5 O
ther Local Events. The parties agree to meet and confer regarding any other World Cup Stadium Events that FIFA/BAHC desire to hold within the City. As part of this process, City agrees to identify any approvals or support services that may be necessary to support such events, and, if City approves such events, reasonable terms for City provision of City support services. BAHC agrees to meet and confer with City on any World Cup related events proposed by City to determine if BAHC/FIFA co -sponsorship or support for any such event may be available; provided, however, neither BAHC or FIFA will be obligated to provided sponsorship or support for any such event.

5.6 Y
outh Sports Park. If permissible under the Public Safely Plan, the Parties shall cooperate in negotiations with FIFA to maintain, to the maximum extent possible, full access to and use of the Youth Sports Park ( “YSP”) by youth sports teams during the Non- Exclusive or Exclusive Use periods for the World Cup Stadium Events. To the extent the YSP is unavailable for typically scheduled use during this time period (comprised primarily of evening practices during the week and some weekend day games), City and BAHC shall use reasonable efforts to work together to identify and obtain access to alternative fields for displaced YSP users at equivalent rates, and/or provide some other form of support for such displaced users. If FIFA proposes to use YSP fields for team practices, or other World Cup related events, such use shall be subject to City’s prior approval, and BAHC shall be responsible for causing FIFA to return such fields to their original condition prior to such use, or for funding any necessary field re mediation work at its cost.

5.7 T
hird Party Rights/Approvals.

5.7.1 Except as expressly provided in Sections 5.7.2 below, at its sole cost, BAHC shall be responsible for obtaining all required third-party approvals and, if necessary, buy- out or satisfy any third party rights, as necessary to implement the terms of the Stadium Agreement from any entity or individual with contractual rights or interests, including any individual or entity with ticket allocation or purchase rights, that may be adversely affected by or displaced by FIFA’s rights under the Stadium Agreement (“FIFA Impacted Parties”). BAHC shall protect, indemnify, and hold City and Stadium Authority, and their respective officers, directors, employees and agents harmless from and against any claims for damages and related liabilities or costs, including attorney’s fees, alleged or made by FIFA Impacted Parties as a result of the exercise by FIFA of its rights under the Stadium Agreement.

5.7.2 At its sole cost, Stadium Authority shall purchase all required tickets and suites for World Cup Stadium Events as required under Sections 5 and 6 of Schedule 1 to 4920-1636-9685.2

17 SCSA’s Naming Rights Agreement with Levi Strauss & Company (“Levi’s Naming Rights Assets Cost”) at a cost not to exceed $1.625 million (“Stadium Authority Maximum Levi’s Assets Obligation”). To the extent the Levi’s Naming Rights Assets Costs exceeds the Stadium Authority Maximum Levi’s Assets Obligation, BAHC shall be obligated to pay the difference.

5.8 Accounting Requirements

5.8.1 In General. ManCo, as a cost of the event to be billed to BAHC, shall be responsible for providing initial and final accounting of all World Cup Stadium Event costs and FIFA Ticket Surcharge revenues in accordance with then applicable standards for Non- NFL Events under the Management Agreement (including Article 4), and contained in Stadium Authority administrative policies using the then in effect Financial Management System. A final accounting shall be provided to BAHC by no later than March 31, 2027 ( “Final Event Accounting”). A final accounting of FIFA Ticket Surcharge revenues shall be provided to Stadium Authority by no later than March 31, 2027. Further , ManCo shall maintain all backup documentation of charges to the Stadium Authority (in accordance with then applicable standards) for its review in the normal course of business to confir m that no ManCo Event Expenses in connection with the World Cup Stadium Events are charged to the Stadium Authority.

5.8.2 O
ption for Independent Accounting. After reviewing the Final Event Accounting, any Party may initiate, at its sole cost, a supplemental third -party accounting/audit process of applicable World Cup Stadium Event costs and FIFA Ticket Surcharge revenues by written notice to the other Parties. All Parties agree to cooperate in such process, including by making available to any designated third-party auditor, relevant primary and back-up financial records. The Parties agree to meet and confer on the appropriate scope of such process, including provision for maintaining the confidentiality of any private financial records.

5.9 C
onflicts of Interest Terms/Policies

5.9.1 For ManCo. In implementing their obligations under the terms of this Agreement, ManCo, its members, officers and employees, agree that their conduct shall comply with their obligations and standards of care set forth in the Management Agreement, applicable Stadium Authority administrative polices, and all applicable state and local laws, including conflict of interest laws, and the conflict -of-interest policies previously approved by Stadium Authority and adopted by ManCo. While ManCo is authorized to and should, consistent with terms of this Agreement, provide the necessary cooperation, support and services to BAHC to allow BAHC to fulfill its obligations under the terms of this Agreement and the Stadium Agreement, ManCo acknowledges and agrees that in no event shall such cooperation and support be provided in a manner inconsistent with its obligations under this Section and its duties to Stadium Authority.

5.9.2 F
or BAHC . BAHC represents that no StadCo or ManCo official has or shall participate on behalf of BAHC in any action to approve this Agreement, or to implement the terms and conditions hereof. Notwithstanding the foregoing, City/Stadium Authority acknowledges and agrees that one or more StadCo or ManCo officials may be involved in fundraising activities, the proceeds of which may be used to finance one or more of BAHC ’s obligations under the Host City Agreement, the Stadium Agreement or this Agreement, and that 4920-1636-9685.2

18 any such fundraising activities, being in the mutual interest of the Parties, shall not violate the terms of this Section.

5.9.3 All Parties. All Parties shall comply with all federal, state and local laws, including conflict of interest laws, applicable to their conduct in approving or implementing the terms of this Agreement.

5.10 N
o City/Stadium Authority Obligation to Waive Rights with R espect to Local Laws, Taxes and Fees. Notwithstanding any provision in the Host City Agreement or the Stadium Agreement to the contrary, City/Stadium Authority shall have no obligation to pass or waive any local law, or pass or waive any local tax or fee, except as City Council or Stadium Authority Board may consider and approve, separate and apart from this Agreement, in their sole and unfettered discretion. This provision shall not modify BAHC obligations with respect to local fees or taxes provided under the terms of the Host City Agreement or the Stadium Agreement.

5.11 M
arketing of City Assets. City is in the process of developing (a) a list of assets owned or controlled by City near the Stadium (collectively, “City Assets”) that City believes may have value as staging sites for World Cup Event activities and/or as platforms for advertising or marketing for FIFA and/or its commercial affiliates and partners (“FIFA Commercial Affiliates”) during the event; and (b) a marketing program including proposed uses for such assets (“City Asset Marketing Program”). BAHC and ManCo agree to cooperate with City by providing input on the City Asset Marketing Program and by coordinating with City and FIFA to facilitate City ’s presentation of the program to appropriate FIFA representatives and/or, as FIFA may direct, FIFA Commercial Affiliates. Such cooperation shall not require the expenditure of any out -of- pocket costs. City shall be solely responsible for the negotiation of any terms for use of the City Assets with FIFA, and neither ManCo nor BAHC shall have any responsibility for the outcome of such negotiations. Depending upon the outcome of such negotiations and subject to Public Safety Plan requirements, City shall reserve the right to utilize the City Assets for other purposes during the World Cup Events, including possible community benefit uses in discussions with BAHC, in all cases subject to FIFA requirements under the Stadium Agreement, applicable laws, including “ambush marketing” and other copyright or trademark laws, and any existing contract provisions that are binding on City.

5.12 C
ommunity Benefits Programs . BAHC is in the process of developing an organizational community legacy program that it will implement throughout the region. This program will serve to address challenges that are consistently faced by residents across the nine counties of the Bay Area, inclusive of the County and City of Santa Clara. Where the residents of the City of Santa Clara or programs that are based in the City of Santa Clara meet the eligibility requirements to be considered for these programs, then these individuals, organizations, and programs may apply as part of the normal process of application. BAHC will make best efforts to ensure that City staff and possible beneficiaries with the City are aware of the latest community programs and initiatives.

5.13 M
anCo Obligation to Mitigate Pre -empted Non -NFL Event Scheduling Window. In connection with the development of the Annual Stadium Authority Budget for fiscal year ending March 31, 2027, ManCo shall develop a marketing plan for such fiscal year that mitigates potential revenue losses associated with the Stadium being unavaila ble for third -party 4920-1636-9685.2

19 events during the World Cup Non-Exclusive and Exclusive Use period. Such marketing plan shall be developed in coordination with the Stadium Authority and subject to Stadium Authority approval. Plan elements shall include, at a minimum: (i) coordination wi th FIFA to maximize Stadium availability before and after FIFA’s Exclusive Use Period, (ii) increased use of Stadium for ticketed Non- NFL Events during the Tenant Season; (iii) enhanced measures to target early spring and late summer ticketed Non- NFL Events; and (iv) client -focused initiatives to drive flexibility of timing of private events at the Stadium outside of the Exclusive Use Period.

5.14 Clean Zone/Ambush Marketing Provisions. BAHC shall provide City with any FIFA proposed “clean zone” or “ambush marketing” standards. To the extent enactment of additional local regulations is necessary to implement such standards, City staff shall meet and confer with BAHC and/or FIFA regarding the appropriate form of such regulations and, subject to compliance with all applicable federal and state laws, present such standards to the City Council for its consideration. By law, City Council approval of any such regulations shall be in its sole discretion. BAHC agrees to reimburse City for all reasonable staff costs necessary to prepare such regulations. This provision shall not modify any BAHC obligations under the terms of the Host City Agreement or the Stadium Agreement with respect to “clean zone” or “ambush marketing” standards.

5.15 P
oint of Sale Designations. BAHC and ManCo agree to take such actions as City identifies in writing as are reasonably necessary to have the City of Santa Clara designated as the “point of sale” for all transactions subject to sales or use taxes in connection with the conduct of and sale of goods and services at World Cup Stadium Events (“Applicable Transactions”). City shall identify in writing examples of Applicable Transactions prior to the Effective Date of this Agreement. BAHC and ManCo shall not be required to incur any out -of-pocket costs in connection with their obligations under this Section 5.15.

5.16 G
uarantee of Certain Obligations by TeamCo. As a condition to the effectiveness of this Agreement, ManCo shall cause Forty Niners Football Company LLC (“TeamCo”) to enter into an agreement whereby TeamCo shall provide City/Stadium Authority, on mutually agreeable terms, a financial guaranty ( “Guaranty”) of BAHC ’s obligations to (i) reimburse City/Stadium Authority for its Qualified Event Expenses hereunder, as provided in Section 2, above (ii) pay for any and all Stadium Improvements (as provided in Section 4, above); and (iii) pay any and all costs or claims necessary to obtain the approvals of or buy- out rights of FIFA Impacted Parties under the terms of Section 5.7.1, above. The specific terms for the Guaranty shall set forth in that certain “Guaranty of Certain 2026 FIFA World Cup Obligations” to be entered into between City/Stadium Authority, as beneficiary, and TeamCo, as guarantor, concurrently herewith.

6. R
isk Management .

6.1 Indemnities.

6.1.1 ManCo Indemnity of City/Stadium Authority . For any liabilities, damages, suits, claims, loss or judgments that arise from or relate to the services ManCo provides for the City or Stadium Authority for the World Cup Stadium Events, ManCo shall defend, protect, indemnify, and hold the City and Stadium Authority and its respective officers, directors, 4920-1636-9685.2

20 employees, agents harmless from and against all liabilities, damages, suits, claims and judgments of any nature (including Attorneys’ Fees and Costs) pursuant to the Indemnification provisions of Section of 12.1 of the Management Agreement.

6.1.2 BAHC Indemnity of City/Stadium Authority . BAHC shall defend, protect, indemnify and hold the City/Stadium Authority, and their respective officers, directors, employees, agents harmless from and against any and all liabilities, damages, suits, claims and judgments of any nature (including Attorneys’ Fees and Costs) arising from or in connection with any obligation that BAHC assumes under the terms of the Stadium Agreement or the Host City Agreement, or any services that BAHC provides for the World Cup Stadium Events. This indemnification obligation includes, but is not limited to, (a) any injury to or death of a third person or any damage to property of a third person (including loss of use) resulting from, arising out of or in connection with the World Cup Stadium Events, and (b) the negligence or willful misconduct of BAHC or any of their respective officers, directors, employees, agents, contractors or invitees, or any assumed financial or performance obligation under the terms of the Stadium Agreement or Host City Agreement.

6.1.3 C
arve- Out. The obligations to indemnify in Sections 6.1.1, and

6.1.2, above, shall not apply if such liability is ultimately adjudicated to have arisen through the negligence or willful misconduct of City or Stadium Authority; the obligation to defend is not similarly limited.

6.2 I
nsurance.

6.2.1 Standard Coverages. Throughout the term of this Agreement, and during the World Cup Events, City and Stadium Authority shall maintain in effect Comprehensive General Liability insurance (CGL) and other standard forms of insurance in the amounts and forms consistent with their then applicable standards for non-NFL Events (collectively “Standard Event Insurance”). The cost of such insurance shall be borne by Stadium Authority; provided, however, if under applicable practices, a portion of the cost of the Standard Insurance is allocated to an event and factored into event costs for purposes of determining Stadium Authority revenues from such event, then a similar and proportionate allocation of the cost for such insurance with respect to the World Cup Events shall be charged to and reimbursed by BAHC as a Qualified Event Expense.

6.2.2 S
pecialty Coverages . City/Stadium Authority staff, is currently working with their insurance broker to determine if, given the elevated risk profile of the World Cup Events, additional coverage amounts, or specialty coverage(s) are needed to address such elevated risks. The Parties are also seeking information from FIFA as to what coverages they may be providing or requiring. City/Stadium Authority, ManCo and BAHC agree to meet and confer regarding what additional coverages may be necessary based on City/Stadium Authority or FIFA requirements (collectively “ Specialty Insurance”). Costs for Specialty Insurance shall be a cost borne by BAHC under the terms of this Agreement. Any additional costs for Specialty Insurance required by FIFA or reasonably deemed necessary by City/Stadium Authority for the World Cup Event shall be a Qualified Event Cost reimbursed by BAHC within the terms of this Agreement.

The Parties agree to cooperate to develop a coordinated overall insurance program in order to avoid unnecessary redundancy and to reduce costs.
4920-1636-9685.2

21 7. Late Payments, Default and Remedies.

7.1 Late Payments
Any amount due and payable hereunder by any Party to another Party that is not paid on the due date (“Delinquent Amount”) shall accrue interest at the rate of one and one quarter percent (1.25%) per month commencing upon the date such Delinquent Amount was due until paid. Any amount not paid under a good faith dispute as a “Disputed Amount” under the terms of Section 2.3, above, shall not be considered a “Delinquent Amount” under the terms of this Section; provided, however, any such amount shall accrue interest at the rate of .25% per month commencing upon the date such amount was due until paid, and m ay be the subject of an award granted by the Approved Arbitrator.

7.2 Events Constituting a Default.

7.2.1 Events of Default. A Party shall be in default hereunder if such Party (a) fails to perform a material obligation hereunder; (b) fails to pay an amount owed to another Party when due, and such amount remains unpaid thirty (30) days after the payment due date; or (c) becomes insolvent, makes an assignment for the benefit of creditors or files for bankruptcy; BAHC shall also be in default hereunder if BAHC defaults in the performance of its obligations under the terms of the Stadium Agreement (each an “Event of Default”). Any amount not paid under a good faith dispute as a “Disputed Amount” under the terms of Section 2.3, above, the ultimate payment of which remains subject to resolution by the Approved Arbitrator under the terms of Section 2.5, above, shall not be considered the basis for an “ Event of Default” under the terms of this Section.

7.2.2 O
pportunity to Cure. Notwithstanding the foregoing, it shall be a condition precedent to any Party’ s right to exercise its remedies hereunder with respect to any Event of Default that such Party (i) first gives the defaulting Party written notice stating with specificity the nature of the default and (ii) if such default is susceptible of cure or remedy, a period of fifteen (15) days from and after the giving of such notice shall have elapsed without the defaulting party having effectively cured or remedied such default, unless such default cannot be cured or remedied wit hin fifteen (15) days, in which case the period for remedy or cure shall be extended for a reasonable time (not to exceed an additional thirty (30) days), provided the defaulting party has made and continues to make a diligent effort to cause such remedy or cure.

7.3 R
emedies; Dispute Resolution .

7.3.1 Remedies. In an Event of Default, the non -defaulting Party(ies) shall have the right to pursue the remedies of specific performance or the recovery of monetary damages pursuant to the Dispute Resolution terms provided in Section 7.3.2, below; provided, however, no Party shall be entitled to indirect or consequential monetary damages, including any claim for lost profits. As noted in Section 7.2.1, above, disputes regarding the payment of any “Disputed Amount ” under the terms of Section 2.3, above, shall be made by the Approved Arbitrator under the terms of Section 2.5, above. With respect to all other disputes, including over Events of Default, the determinations of whether or not any Party is entitled to the remedies provided in this Section shall be made pursuant to the process set forth in Section 7.3.2, below. 4920-1636-9685.2

22 7.3.2 Dispute Resolution.
a. In General . Except for disputes relating to Disputed Amounts that are subject to Expedited Arbitration or Final Arbitration (as set forth in Section 2.5 above), any dispute arising out of or relating to this Agreement shall be determined by Arbitration in Santa Clara, California, by one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Any award rendered pursuant to the forgoing, which may include an award or decree of specific performance, shall be final and binding on, and non- appealable by, the Parties and judgment thereon may be entered, or enforcement thereof sought by either Party in a court of competent jurisdiction. Notwithstanding the foregoing, this Section does not preclude the parties from seeking provisional remedies in aid of arbitration from a court of competent jurisdiction.
b. Q
ualifications of Arbitrator . Every person selected to serve as an arbitrator shall be and remain at all times neutral and wholly impartial, shall be experienced and knowledgeable in the substantive laws applicable to the subject matter of the dispute. All arbitrators shall, upon written request by either Party, provide the Parties with a statement that they can and shall decide any dispute referred to them impartially. No arbitrator shall currently be employed by any Party to this Agreement or any affiliated entity thereof, nor shall any arbitrator have any material financial interest in the dispute.
c. A
pplicable Law and California Arbitration Act. The
agreement to arbitrate set forth here shall be enforceable in either federal or state court. The enforcement of such agreement and all procedural aspects thereof, including the construction and interpretation of this agreement to arbitrate, the scope of the arbitrable issues, allegations of waiver, delay or defenses as to arbitrability and the rules (except as otherwise expressly provided herein) governing the conduct of the arbitration, shall be governed by and construed pursuant to the California Arbitration Act (California Code of Civil Procedure Sections 1280 et seq.) ( as amended, the “California Arbitration Act”). In deciding the substance of any such dispute, the arbitrator shall apply the substantive laws of the State of California. The arbitrator shall have authority, power and right to award damages and provide for other remedies as are available at law or in equity in accordance with the laws of the State of California, except that the arbitrator shall have no authority to award in cidental or punitive damages under any circumstances (whether they be exemplary damages, treble damages or any other penalty or punitive type of damages) regardless of whether such damages may be available under the laws of the State of California. The Parties hereby waive their right, if any, to recover punitive damages in connection with any arbitrated dispute. d. C
onsolidation. If the Parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and which could result in conflicting awards or obligations, then the Parties hereby agree that all such proceedings may be consolidated into a single arbitral proceeding. e. C
onfidentiality . The Parties shall maintain the confidential nature of the arbitration proceeding and any award, including any arbitration hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision. 4920-1636-9685.2

23 f. Jurisdiction/Venue. For any lawsuit to compel arbitration, enforce or modify an Arbitration Award, or to seek provisional remedies in aid of arbitration, from a court of competent jurisdiction, each of the Parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any California State court or federal court of the United States of America sitting in Santa Clara County, and any appellate court thereof. Each of the Parties hereto agrees that it may be served with legal process by mail in addition to any other means permitted by applicable law and that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Nothing in this Agreement shall affect any right that either Party may otherwise have to bring any action or proceeding relating to this Agreement in the courts of any jurisdiction. Each of the Parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement in any California State court or federal court of the United States of America sitting in Santa Clara County. Each of the Parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action or proceeding in any such court.
g. C
osts and Expenses . In the event any action or motion is filed to enforce any of the provisions of this Agreement, including without limitation, to enforce the terms herein, or to interpret any provision of this Agreement, the prevailing Party in any such action or motion shall be entitled to its actual attorneys’ fees and costs incurred in connection with any such action or motion, to be determined by the court and assessed as part of the costs therein.

8. G
eneral Provisions .

8.1 Notices. All notices and communications to be delivered to the Parties under the terms of this Agreement shall be delivered at the addresses listed below:

BAHC
444 Castro Street
Suite 150
Mountain View, CA 94041
Attention: Zaileen Janmohamed ([email protected] )
With copy to:

Nixon Peabody LLP
One Embarcadero Center, 32nd Floor
San Francisco, CA 94111
United States of America
Attention: Robert A. Weikert ([email protected] )
Sonia A. Nayak ([email protected])
Matthew Richards ([email protected])
ManCo
Forty Niners Stadium Management Company LLC
4920-1636-9685.2

24 Attention: Francine Hughes [email protected] 4900 Marie P DeBartolo Way
Santa Clara, CA 95054
With copy to:

Forty Niners Stadium Management Company LLC
Attention: Jihad F. Beauchman [email protected]

4949 Marie P DeBartolo Way
Santa Clara, CA 95054
City/Stadium Authority
1500 Warburton Avenue
Santa Clara, CA 95050
Attention: Jovan D. Grogan, City Manager
([email protected])
With a copy to:

Glen R. Googins, City Attorney ([email protected] )

8.2 Governing Law.

THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS

AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED IN

ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF CALIFORNIA (WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES).

Each of the Parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any California State court or federal court of the United States of America sitting in Santa Clara County, and any appellate court thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the Parties hereto, for itself and for its property, hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such California State court or, to the extent permitted by law, in such federal court. Each of the Parties hereto agrees that it may be served with legal process by mail in addition to any other means permitted by applicable law and that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Nothing in this Agreement shall affect any right that either Party may otherwise have to bring any action or proceeding relating to this Agreement in the courts of any jurisdiction.

Each of the Parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement in any California State court or federal court of the United States of America sitting in Santa Clara County. Each of the Parties hereto hereby irrevocably waives, to the fullest extent permitted by 4920-1636-9685.2

25 law, the defense of an inconvenient forum to the maintenance of any such action or proceeding in any such court.

8.3 Assignment. This Agreement may not be assigned without prior written approval of all Parties, each acting in their sole discretion. Any purported assignment in violation of this Section shall be void ab initio.

8.4 W
aivers/Modifications . No term or provision of this Agreement may be waived or modified unless such waiver or modification is in writing and signed by the Party against whom such waiver or modification is sought to be enforced and the Parties hereto have provided any contractually required notice of such waiver or modification.

8.5 C
apitalized Terms . Capitalized terms shall have the meanings set forth in the attached Index of definitions.

8.6 C ounterparts. For the purpose for facilitating the execution of this Agreement as herein provided and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute and be one and the same instrument. Delivery of executed signature pages by facsimile transmission or by scanned pages sent by electronic mail shall constitute effective and binding execution and delivery thereof.

8.7 F
urther Assurances; Implementing Agreements . The Parties agree to execute, acknowledge and deliver such further instruments and documents as may be reasonably requested by any Party to carry out the intent of this Agreement and to negotiate in good faith the terms of any additional agreements reasonably necessary to implement the terms hereof.

8.8 N
o Third- Party Beneficiaries. There shall be no third-party beneficiaries to any of the rights or obligations set forth under the terms of this Agreement. [NEXT PAGE IS SIGNATURE PAGE]

4920-1636-9685.2

26 [SIGNATURE PAGE]
FIFA WORLD CUP 2026

ASSIGNMENT AND ASSUMPTION AGREEMENT
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized officers as of the date first above written.

BAHC:

BAY AREA HOST COMMITTEE
a California nonprofit mutual benefit corporation

By:________________________________
Name: Zaileen Janmohamed
Title: CEO

MANCO:

FORTY NINERS STADIUM MANAGEMENT

COMPANY LLC
a Delaware limited liability company
By:________________________________
Name: Francine Hughes
Title: General Manager & EVP, Stadium Operations

STADIUM AUTHORITY:
________________________________
Santa Clara Stadium Authority

CITY:

_________________________________
City of Santa Clara

4920-1636-9685.2

A-1

EXHIBIT A
[Form of FIFA Approval]
APPROV AL OF FIFA WORLD CUP 2026

ASSIGNMENT AND ASSUMPTION

AGREEMENT
[LEVI’S STADIUM]
This APPROV AL OF FIFA WORLD CUP 2026 ASSIGNMENT AND ASSUMPTION AGREEMENT ( “Assignment Approval ”), is being executed by Federation Internationale de Football Association (“FIFA”) as of February __, 2025, with reference to the following facts:

A. On January 17, 2018, Forty Niners Stadium Management Company LLC, a Delaware limited liability company ( “ManCo”) and United States Soccer Federation, Inc. (“USSF”) entered into that certain Stadium Agreement.

B. As provided under the terms of the Stadium Agreement, FIFA subsequently assumed all USSF’s rights and obligations under the Stadium Agreement.

C. On June 13, 2022, the Stadium Agreement and a related Host City Agreement between FIFA and Bay Area Host Committee, a California nonprofit mutual benefit corporation (“BAHC”) (collectively, the “Hosting Agreements”) were amended pursuant to the terms of that certain Addendum to Hosting Agreements by and among FIFA, ManCo and BAHC ( “First Addendum”).

D. Effective February __, 2025, the Hosting Agreements will be amended pursuant to the terms of that certain Amended and Restated Addendum to Hosting Agreements, by and among FIFA, ManCo and BAHC (“Second Addendum”). The Stadium Agreement, the First Addendum and the Second Addendum, (together with any annexes, exhibits, and schedules thereto and any related future agreements, amendments and addenda shall be collectively referred to herein as the “Amended and Restated Stadium Agreement”).

E. Effective February __, 2025, ManCo, BAHC, the Santa Clara Stadium Authority, a California joint powers authority (“Stadium Authority”), and the City of Santa Clara, a chartered municipal corporation (“City”) will be entering into that certain FIFA World Cup 2026 Assignment and Assumption Agreement (“Assignment Agreement”), pursuant to which, among other terms, ManCo will be assigning its obligations under the Amended and Restated Stadium Agreement to BAHC and City and Stadium Authority will be committing to provide support services for the World Cup 2026 Event at Levi’s Stadium, subject to the terms and conditions set forth therein.

F. Section 16.8 of the Amended and Restated Stadium Agreement provides that the Amended and Restated Stadium Agreement may be assigned as provided in the Assignment Agreement, but that any such assignment is subject to approval by FIFA.

G. FIFA has reviewed and approved the Assignment Agreement and is executing this Assignment Approval to reflect such approval.
4920-1636-9685.2

A-2

NOW, THEREFORE, in consideration of the above recitals, FIFA hereby:

1. Approves the assignment by ManCo and the assumption by BAHC of ManCo’s rights and obligations under the terms of the Stadium Agreement on the terms and conditions set forth in the Assignment Agreement; and

2. In favor of BAHC, releases Stadium Authority from any rights or obligations it may have under the terms of the Stadium Agreement.

3. Acknowledges and agrees that the legal effect of the Assignment Agreement is that, as of the effective date thereof, BAHC shall be treated as having entered into the Stadium Agreement directly with FIFA.

4. Agrees to the FIFA Ticket Surcharge provisions set forth in Section 3.2 of the Assignment Agreement and to cooperate with their implementation in accordance with the terms set forth therein.

5. Represents and warrants that the party(ies) executing this Assignment Approval on behalf of FIFA are fully authorized to do so and to bind FIFA to the agreements set forth herein.

ACKNOWLEDGED AND AGREED
___________________________________
Name
____________________________________
Title
4920-1636-9685.2

B-1

EXHIBIT B
[Qualified Event Expense Definitions]
“Interim Agreement Eligible Costs ” means actual and reasonable costs incurred by City for “Event Planning Work” that are eligible for reimbursement from, but not yet paid by, BAHC as of the Effective Date of this Agreement under the terms of that certain Interim Funding Agreement between City and BAHC dated as of July 1, 2024, and amended effective January 1, 2025. “Event Planning and Training Expenses ” means actual and reasonable police, fire, public works, emergency operations and other City/Stadium Authority staff costs and out of pocket expenses incurred in connection with the planning, coordination, and preparations for the City/Stadium Authority’s provision of World Cup Support Services for World Cup Stadium Events.

Such expenses shall include, without limitation (1) City/Stadium Authority staff costs, billed at City-standard full cost recovery rates, (2) actual amounts paid to third parties, and (3) unreimbursed out of pocket costs, including off -site training costs, subject to the provisions of Section 2.3.2.e. hereof. Event Planning and Training Expenses activities shall include, without limitation (a) operational planning and training in focus areas including but not limited to: counter- terrorism, public safety event staffing, site security, multi- agency coordination, EOD, tactical, traffic, parking, civil disturbances, crowd management, outside special events, escorts, transit, community safety, hazardous materials, emergency medical services, fire prevention, fire suppression, public health, emergency management, search and rescue, interoperability, cyber security, public information dissemination, credentialing, visiting public safety officials, criminal enterprise, crisis management, dignitaries, aviation, intelligence, human trafficking, critical infrastructure protection, and (b) such other activities or costs determined by City/Stadium Authority staff to be necessary to (i) support the preparation of the Public Safety Plan contemplated by Section 5.3 of this Agreement, and (ii) assure City/Stadium Authority staff and strategic partner readiness to execute that plan.
“Actual Event Costs ” means actual and reasonable police, fire, public works, emergency operations and other City/Stadium Authority staff costs and out of pocket expenses incurred in connection with the actual provision of World Cup Support Services for World Cup Stadium Events in accordance with the final Public Safety Plan prepared in accordance with the terms of Section 5.3 of this Agreement. Such expenses shall include, without limitation (1) City/Stadium Authority staff costs, billed at City-standard full cost recovery rates for Non-NFL Events (i.e., 1.5 times City-standard full cost recovery rates), (2) actual amounts paid to third parties for contracted services and (3) unreimbursed out of pocket costs. Actual Event Expenses activities or costs shall include, without limitation (a)public safety and security personnel deployment in focus areas including but not limited to: operational comma nd, counter-terrorism, law enforcement, interior and exterior operations, logistics, custody and jail operations, explosive ordnance disposal, tactical operations, traffic control, parking, civil disturbances, crowd management, escorts, transit safety, community safety, hazardous materials, emergency medical services, fire prevention, fire suppression, public health, emergency management, search and rescue, interoperability, cyber security, public information dissemination, credentialing, crisis management, unique security requirements for high- risk attendees, aviation, unmanned aerial systems, intelligence, human trafficking, multi- agency coordination, critical infrastructure protection, and (b) such other activities or costs deemed necessary by City/Stadium Authority to execute the final Public Safety Plan contemplated by Section 5.3 of this Agreement.
4920-1636-9685.2

C-1

EXHIBIT C
[Draft Currently Under Review]
FIFA Cost Estimate – Rollup

FIFA Cost Estimate – Equipment

Total Cost Estimate
Category Percent Amount
Planning 17% $ 1,987,883
Training 3% $ 314,210
Training Contingency 1% $ 100,000
Equipment 4% $ 461,668
Event Deployment 75% $ 8,522,927
Total $ 11,386,688

Total Cost Estimate - Equipment
Description Amount
Temporary RV parking facility with fencing, septic service, and power $ 51,148 Mobile fueling station $ 12,000
Two (2) response facilitation units $ 18,000 Four (4) climate-controlled surveillance trailers $ 139,000 Twelve (12) rented light towers $ 10,800 Crowd control/riot equipment $ 118,685 Surveillance drone $ 15,548
PalBMX track upgrade $ 22,500
Two administrative trailers $ 19,987
Mobile Incident Command vehicle $ 18,000 MedCat vehicle $ 18,000
BearCat vehicle $ 18,000
Total $ 461,668

EXHIBIT D
[DRAFT CURRENTLY UNDER REVIEW]
Reimbursement Request for [MONTH] [YEAR]
Pursuant to that certain Assignment and Agreement dated effective as of February___, 2025, City hereby request BAHC to reimbursement the Eligible Costs set forth below:

REQUEST DATE

REIMBURSEMENT

REQUEST AMOUNT
AMOUNT

PREVIOUSLY
FUNDED (1) BALANCE REMAINING(2)

ELIGIBLE COST CATEGORY
AMOUNT

REQUESTED NOTES
Attached hereto is the backup, detail and support required per Section 2.3.2(a) of the Agreement. For staff time, back up detail shall include the following: (a) [name and] title of staff member; (b) date(s) work performed; and (c) hours worked (recorded in .25 of an hour/15 minute increments).

City:

By:_____________________________
Name:
__________________________
Title:
___________________________
(1) These amounts have been previously requested/invoiced by the City. (2) Balance remaining assumes all invoices have been approved by BAHC.

D-1
City/Stadium Authority Proposed FINAL 2.5.25
1 21404776.2
GUARANTY OF CERTAIN 2026 FIFA WORLD CUP OBLIGATIONS
THIS GUARANTY (“Guaranty”) is entered into by Forty Niners Football Company LLC, a Delaware limited liability company (“Guarantor”) effective as of February __, 2025 (“Effective Date”) in favor of the City of Santa Clara, a chartered municipal corporation (“City”) and the Santa Clara Stadium Authority, a California joint powers authority (“Stadium Authority” , collectively “City/Stadium Authority”) with reference to the following facts.

RECITALS
A. WHEREAS, as of January 17, 2018, Forty Niners Stadium Management Company LLC, a Delaware limited liability company (“ManCo” or “Assignor”) entered into that certain Stadium Agreement by and among United States Soccer Federation, Inc. (“USSF”) and ManCo, as addended by that certain Addendum to Hosting Agreements by and among Federation Internationale de Football Association (“FIFA”), ManCo and the Bay Area Host Committee, a California nonprofit mutual benefit corporation (“BAHC” or “Assignee”), as of June 13, 2022, and that certain Amended and Restated Addendum to Hosting Agreements, entered into and effective as of the Effective Date hereof, by and among FIFA, ManCo and BAHC (together with any annexes, exhibits, and schedules thereto and any related future a greements, amendments and addenda the “Stadium Agreement”); and
B. WHEREAS, Assignee was formed to attract cultural and sporting events to the San Francisco Bay Area for the benefit of the region; and
C. WHEREAS, the purpose of the Stadium Agreement is to, among other things, set forth the terms and conditions whereby certain 2026 FIFA World Cup matches and certain ancillary events associated with those matches, as set forth in the Stadium Agreement (each a “World Cup Stadium Event” and collectively, the “World Cup Stadium Events”), would be hosted at Levi’s Stadium in Santa Clara, California (the “Stadium”); and D. WHEREAS, ManCo’s rights and obligations to book Non- NFL Events at the Stadium is governed by the terms of the Amended and Restated Stadium Lease Agreement by and between the Santa Clara Stadium Authority and Forty Niners SC Stadium Company LLC (“StadCo”), entered into as of June 19, 2013 (“Stadium Lease”) and the Stadium Management Agreement by and among Stadium Authority, ManCo and StadCo , dated as of March 28, 2012 and as amended thereafter (“Management Agreement”); and E. WHEREAS, concurrent with Stadium Agreement, BAHC and FIFA entered into that certain Host City Agreement (as amended, the “Host City Agreement”) pursuant to which BAHC agreed to provide certain other forms of support and services throughout the region and within the City in connection with the World Cup 2026 Event; and F. WHEREAS, effective as of July 1, 2024, City and BAHC entered into that certain Interim Funding Agreement (“IFA”) pursuant to which BAHC agreed to reimburse the City for certain “Eligible Costs” incurred by City in connection with “Event Planning Work” for the World Cup Stadium Events; and
City/Stadium Authority Proposed FINAL 2.5.25
2 21404776.2
G. WHEREAS, given the regional nature of the event, the substantial costs involved and, notwithstanding such costs, the projected direct and indirect benefits of the event to the City, BAHC, ManCo, Stadium Authority and the City entered into the FIFA World Cup 2026 – Assignment and Assumption Agreement as of February __, 2025 (“FIFA Assignment Agreement”) to set forth the terms upon which (1) BAHC shall assume ManCo’s and Stadium Authority’s rights and obligations under the Stadium Agreement, (2) BAHC shall reimburse and/or pay to City/Stadium Authority certain costs and expenses , as fully explained and defined in the FIFA Assignment A greement as “Qualif ied Event Expenses ,” (3) City/Stadium Authority and ManCo shall cooperate with and provide certain services to BAHC in order to assist with the event, and (4) related event matters; and
H. WHEREAS, one of the material terms and conditions of the FIFA Assignment Agreement set forth in Section 5.16 thereof is for ManCo to cause Guarantor to enter into this guaranty agreement, whereby Guarantor shall provide City/Stadium Authority a financial guaranty with respect to BAHC’s obligations to reimburse City/Stadium Authority for its Qualified Event Expenses, costs of all “Stadium Improvements,” and costs related to obtaining approvals, buy-outs or other required forms of satisfaction from “FIFA Impacted Parties.” NOW, THEREFORE, in order to induce City/Stadium Authority to execute the FIFA Assignment Agreement and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Guarantor hereby agrees as follows:

GUARANTY TERMS

1. Defined Terms. Capitalized terms used in this Guaranty without definition shall have the same meaning s as in the FIFA Assignment Agreement. Guarantor, City and Stadium Authority are each a “Party” and collectively the “Parties” of this Guaranty.

2. A cknowledgement of Consideration. Guarantor acknowledges and agrees that Guarantor, and/or Guarantor’s affiliates ManCo and StadCo, derive a material benefit by City/Stadium Authority entering into the FIFA Assignment A greement, sufficient to warrant Guarantor to enter into this Guaranty.

3. G uaranty of Third Party Rights/Approval Obligations. Guarantor hereby guarantees the full and complete payment by BAHC of (a) all of its financial obligations to “FIFA Impacted Parties,” and (b) all of the costs of its indemnity obligations to City/Stadium Authority, in each case as provided under the terms of Section 5.7.1 of the FIFA Assignment Agreement. If after thirty (30) days written notice to BAHC of any claim(s) against City/Stadium Authority made by any FIFA Impacted Party(ies), Guarantor’s obligations under this Section 3 shall be triggered immediately upon written notice from City/Stadium Authority that such claim has not been addressed and/or resolved or is not in the process of being addressed and/or resolved by BAHC.

4. G
uaranty of BAHC Qualified Event Expenses Reimbursement Obligations.

Guarantor hereby guarantee s the full and complete payment by BAHC of all Qualified Event Expenses due and payable by BAHC to City/Stadium Authority, but not including any interest due City/Stadium Authority Proposed FINAL 2.5.25
3 21404776.2
with respect to Delinquent Amounts or Disputed Amounts as provided in section 7.1 of the FIFA Assignment Agreement (“BAHC QEE Interest”).
(a) Triggering of Guarantor’s obligations and Guarantor’s Payment Due Date.

Guarantor’s obligation will be triggered in the event that thirty (30) days following the due date for the last payment owed by BAHC to City/Stadium Authority under the FIFA A ssignment Agreement, there remains any unpaid amount of Qualified Event Expenses that City/Stadium Authority invoiced to BAHC, that has not been timely disputed by BAHC under the terms of the FIFA Assignment Agreement (“Unpaid Qualified Expenses”). Upon that triggering event, City/Stadium Authority shall provide thirty (30) days’ prior written notice to Guarantor for Guarantor’s prompt and complete payment of the Unpaid Qualified Expenses. During such period, Guarantor shall have full and complete access to backup documentation for the invoiced Qualified Event Expenses as provided to BAHC under the FIFA Assignment Agreement and may dispute any such Qualified Event Expenses on the same grounds and pursuant to the same rights as provided to BAHC under the FIFA Assignment Agreement . S uch cost dispute by Guarantor , inclusive of any amounts disputed by BAHC, shall not exceed eighteen percent (17.5%) of the final Updated Estimate for Actual Event Expenses. If Guarantor fails to honor such demand with a full and complete payment by the 30-day deadline set forth in that notice, the debt or obligation owed to City/Stadium Authority pursuant to this Guaranty shall start to accrue interest of six percent (6%) per annum on any Unpaid Qualified Expenses. Such interest accrual shall be in addition to any BAHC QEE Interest that may also be accruing to BAHC. (b) L
imited offset of Guarantor’s obligation . In the event that the Guaranty obligation is triggered, Guarantor will be obligated to pay 100% of the Unpaid Qualified Expenses (“Guaranty Obligation Amount”); provided, however, such obligation will be subject to an offset (“Ticket Surcharge Offset”) by an amount equal to Stadium Authority Ticket Surcharge revenues actually received by Stadium Authority under the terms of the FIFA Assignment Agreement (“Ticket Surcharge Received Amount”) as follows:
(i) If the total Guaranty Obligation Amount is less than $ 1.0 million (the “First Tier Guaranty Amount”), the Ticket Surcharge Offset will be an amount equal to the lesser of (x) 20% of the Guaranty Obligation Amount or (y) ninety percent (90%) of the Ticket Surcharge Received Amount.
(ii) If the total Guaranty Obligation Amount is greater than the First Tier Guaranty Amount (i.e., $1.0 million or above), the Ticket Surcharge Offset shall be the lesser of (x) ninety percent (90%) of the Ticket Surcharge Received amount; or (y) $200,000.00. (c) Adjustment of Guaranty Obligatio n Amount . To the extent there is a dispute between BAHC and City/Stadium Authority regarding Qualified Event Expenses owed under the FIFA Assignment Agreement, and there is either a subsequent resolution or a final, binding legal determination regarding disputed amounts of Qualified Event Expenses owed, Guarantor’s obligation will be adjusted accordingly to include amounts determined to be due and payable by BAHC as Qualified Expenses following such proceeding.

City/Stadium Authority Proposed FINAL 2.5.25
4 21404776.2
(d) Special Provisions for Advance Payments . If, as required pursuant to the terms of Section 2.3.3.a of the FIFA Assignment Agreement BAHC fails to pay City/Stadium Authority the First Advance Payment when due (on or before May 1, 2026), then, starting July 15, 2026, and continuing until the First Advance Payment has been made, Guarantor’s obligation with respect to such payment amount shall accrue interest at the rate of six percent (6%) per annum. In addition, if as required pursuant to the terms of Section 2.3.3.a of the FIFA Assignment Agreement BAHC fails to pay City/Stadium Authority the Second Advance Payment when due (on or before June 22, 2026), then, starting September 1 , 2026, and continuing until the Second Advance Payment has been made, Guarantor’s obligation with respect to such payment amount shall accrue interest at the rate of six percent (6%) per annum. Guarantor’s obligations to pay interest as provided above shall c ollectively be referred to as “Guarantor’s Advance Payment Interest Obligation.” City/Stadium Authority shall notify Guarantor of any failure of BAHC to timely pay Advance Payments upon thirty (30) days of delinquency in order to provide Guarantor an opportunity to make such payment itself and avoid the accrual of Guarantor’s Advance Payment Interest obligation. Any such Guarantor’s Advance Payment Interest Obligation shall only be due and payable to City/Stadium Authority by Guarantor for those amounts of the First Advance Payment or Second Advance Payment on which the BAHC has not subsequently paid BAHC QEE Interest.

5. G
uaranty of ManCo’s Stadium and Field Improvements Obligations. Under section 4.1 and 4.3.3 of the FIFA Assignment Agreement, ManCo shall be responsible for overseeing the implementation of and causing payment of all costs associated with the Stadium Improvements including, without limitation, any and all payments due to the contractor(s) hired to design and construct the Field Improvements and all related improvement costs. Guarantor hereby guarantees, for the benefit of the Stadium Authority, the full and complete payment by ManCo of all costs associated with ManCo’s responsibilities set forth in section 4.1 and 4.3.3 in order to assure all contractors are paid and all such improvements are constructed lien-free. If after thirty (30) days written notice to BAHC of any claim(s) against City/Stadium Authority made by any contractor or other party performing Stadium Improvements work, or any lien filed against the Stadium in connection with any Stadium Improvements, Guarantor’s obligations under this Section 5 shall be triggered immediately upon written notice from City/Stadium Authority that such claim has not been addressed and/or resolved or is not in the process of being addressed and/or resolved by BAHC.

6. I
rrevocable Guaranty ; Other Terms.
(a) Guarantor’s guaranty is irrevocable. This Guaranty cannot be revoked or canceled by Guarantor.
(b) This Guaranty shall remain in full force and effect and survive the expiration or earlier termination of the FIFA Assignment Agreement; provided, however, if the FIFA Assignment Agreement is terminated as a result of City/Stadium Authority’s default in its obligations with respect to the provision of World Cup Event Support Services, then, as of the date of such termination (“Termination Date”), to the extent BAHC is determined to no longer be obligated to reimburse City/Stadium for Qualified Event Expenses incurred with respect to World City/Stadium Authority Proposed FINAL 2.5.25
5 21404776.2
Cup Support Services provided after the Termination Date, Guarantor ’s obligations with respect to such Qualified Event Expenses shall also be terminated. (c) Guarantor’s obligations shall also remain in full force and effect and shall not be affected or discharged by any modification, alteration or variation to the terms of the FIFA Assignment Agreement; provided, however, Guarantor’s obligations hereunder may not be increased by any amendment to the FIFA Assignment Agreement without Guarantor’s prior written approval of such amendment.
(d) This Guaranty shall be a continuing guarantee and shall remain in full force and effect until all obligations, undertakings and liabilities to be performed, observed or satisfied in connection with BAHC’s obligations under the FIFA Assignment Agreement to make payments of Qualified Event Expenses, BAHC’s obligations pursuant to Section 5.7.1 with respect to FIFA Impacted Parties, and ManCo’s financial obligations in connection with the Stadium Improvements and Field Improvements have been duly completed or satisfied. (e) Guarantor’s guaranty liability is primary, not secondary. Guarantor hereby knowingly, willingly, and irrevocably waives any right, defense and benefits of law or equity with respect to any claim or basis to demand or require that City/ Stadium Authority to proceed first against BAHC to recover, collect, enforce or adjudicate any Unpaid Qualified Expenses , or to proceed first against ManCo or any other party to recover, collect, enforce or adjudicate any costs of Stadium Improvements and Field Improvements, or to proceed first with another remedy in City/Stadium Authority’s power. Guarantor also expressly waives the provision of California Civil code section 2845.
(f) The validity of this Guaranty and Guarantor ’s obligations hereunder shall, to the extent permitted by law, not be impaired by any event whatsoever, including without limitation any of the following, whether or not Guarantor have any notice thereof: (a) the invalidity or unenforceability of any agreement or instrument evidencing or relating to the Guarantor’s obligations; (b) any failure by City/Stadium Authority to exercise diligence in the collection of the obligations or any action, omission or delay on the part of City/Stadium Authority or any other person or entity to assert or enforce any claim, demand, right, power or remedy referred to, conferred in or arising under this Guaranty or any of the other agreements evidencing or relating to the obligations; ( c) the voluntary or involuntary liquidation, sale, cessation of business, marshalling of assets, receivership, or financial decline of BAHC or ManCo, or any insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or other similar proceedings affecting BAHC or ManCo, or their assets; or (d) any allegation or contest of the validity of the Guaranty’s obligations or this Guaranty.

7. Recovery of Bankruptcy Avoided Payments. If any of Guarantor’s payments to City/Authority are subsequently challenged by a bankruptcy trustee or debtor in possession as an avoidable transfer on the grounds that the payment constituted a preferential payment or a fraudulent conveyance under state law or the Bankruptcy Code or any successor statute thereto or on any other grounds, City/ Stadium Authority may, at its option and in its sole discretion, elect whether and to what extent to contest such challenge. If any of the contested amounts are City/Stadium Authority Proposed FINAL 2.5.25
6 21404776.2
successfully avoided (whether through settlement or otherwise), the avoided amount will become part of the obligations hereunder. If City/Stadium Authority elects not to contest the avoidance action, City/Stadium Authority may tender the amount subject to the avoidance action to the bankruptcy court, trustee or debtor in possession and the amount so advanced shall become part of the obligations hereunder. Guarantor’s obligation to reimburse City/Stadium Authority for amounts due under this Section shall survive the purported cancellation hereof.

8. Guarantor’s Representations. Guarantor represents that: (a) this Guaranty is valid and binding according to its terms, subject to no counterclaim or set-off, except the effect of applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance and other similar laws relating to or affecting the rights of creditors generally or as otherwise provided in the FIFA Assignment Agreement; (b) Guarantor has the necessary power and authority, and that all necessary corporate and other action has been taken, to enable Guarantor to sign and deliver this Guaranty and perform its obligations hereunder; and (c) execution and implementation of this Guaranty by Guarantor will not contravene any law, order or third party agreement by which Guarantor is bound.

9. I
ndependent Investigation. Guarantor has reviewed the FIFA Assignment Agreement, and is fully informed and understands the terms and obligations therein. Guarantor delivers this Guaranty based solely on its own independent investigation and in no part upon any representation or statement of City/Stadium Authority or its agents with respect to any matter whatsoever. Guarantor is in a position to assume and hereby assume full responsibility for obtaining any additional information concerning BAHC’s and ManCo’s obligations guaranteed herein, as well as the financial or other conditions of BAHC and ManCo.

10. N
o Fiduciary Relationship; No Third Party Beneficiaries . Nothing contained herein or in any related document shall be deemed to create any partnership, joint venture or other fiduciary relationship between Guarantor, the City or the Stadium Authority for any purpose. This Guaranty has been executed for the sole benefit of City/Stadium Authority as an inducement to enter into the FIFA Assignment Agreement, and neither Guarantor nor any other third party is authorized to rely upon City/Stadium Authority’s rights hereunder or to rely upon an assumption that City/Stadium Authority has exercised or will exercise its rights under any document.

11. S
urvival . All warranties, representations, and covenants made by the Guarantor herein shall be deemed to have been relied upon by City/Stadium Authority.

12. B inding Guaranty / No Unauthorized Assignment. This Guaranty shall be binding upon the successors and assigns of the Guarantor, except that Guarantor shall not assign any rights or delegate any obligations arising hereunder without the prior written consent of City/Stadium Authority. Any purported assignment in violation of this Section shall be void ab initio.

13. N
otices . All notices to be delivered to the Parties under this Guaranty shall be in writing and delivered at the address listed below. Such notices shall be sent either (i) by hand, plus electronic mail, (ii) by registered or certified mail return receipt requested, plus electronic mail, (iii) by overnight courier service maintaining records of receipt, plus electronic mail, or (iv) City/Stadium Authority Proposed FINAL 2.5.25
7 21404776.2
by electronic mail with confirmation in writing mailed first class; in all cases with charges prepaid.

Notice shall be effective upon the date of the electronic email.

Guarantor: Forty Niners Football Company LLC
Attn: Legal Affairs
4949 Marie P DeBartolo Way
Santa Clara, CA 95054
[email protected]

City/Stadium Authority City of Santa Clara
Attn: City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
[email protected]

and a copy to: City Attorney
[email protected]

All notices shall be sent to the applicable party at the address stated above or in accordance with the last unrevoked written direction from such party to the other party hereto.

14. Time. Time is of the essence under this Guaranty.

15. Cumulative Remedies. The remedies provided to City/Stadium Authority in this Guaranty are not exclusive of any other remedies that may be available to City/Stadium Authority under any other document or at law or in equity.

16. C osts and Expenses. In the event any action or motion is filed to enforce any of the provisions of this Guaranty, including without limitation, to enforce the terms herein, or to interpret any provision of this Guaranty, the prevailing Party in any such action or motion shall be entitled to its actual attorneys’ fees and costs incurred in connection with any such action or motion, to be determined by the court and assessed as part of the costs therein.

17. G
overning Law / Jurisdiction.

THIS GUARANTY AND THE RIGHTS, DUTIES, OBLIGATIONS AND

RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED IN

ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF CALIFORNIA (WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES).

Each of the Parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any California State court or federal court of the United States of America sitting in Santa Clara County, and any appellate court thereof, in any City/Stadium Authority Proposed FINAL 2.5.25
8 21404776.2
action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the Parties hereto, for itself and for its property, hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such California State court or, to the extent permitted by law, in such federal court. Each of the Parties hereto agrees that it may be served with legal process by mail in addition to any other means permitted by applicable law and that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.

Nothing in this Guaranty shall affect any right that either Party may otherwise have to bring any action or proceeding relating to this Agreement in the courts of any jurisdiction.

Each of the Parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Guaranty in any California State court or federal court of the United States of America sitting in Santa Clara County. Each of the Parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action or proceeding in any such court.

18. Severability. Should any provision of this Guaranty be held by a court of competent jurisdiction to be invalid or unenforceable for any reason, the remaining provisions hereof shall remain in full effect.

19. N o Presumption. Each of the Parties had an opportunity to draft, review and edit the language of this Guaranty, and no presumption for or against any of the Parties arising out of drafting all or any part of this Guaranty will be applied in any action or proceeding arising out of, relating to, connected to, or involving this Guaranty.

20. A mendment and Waiver in Writing . No provision of this Guaranty can be amended or waived, except by a statement in writing signed by the party against which enforcement of the amendment or waiver is sought. No waiver, amendment, release or modification of this Guaranty shall be established by conduct, custom or course of dealing.

21. C
ounterparts. For the purpose for facilitating the execution of this Guaranty , this Guaranty may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute and be one and the same instrument. Delivery of executed signature pages by facsimile transmission or by scanned pages sent by electronic mail shall constitute effective and binding execution and delivery thereof.

22. F
urther Assurances; Implementing Agreements . The Parties agrees to execute, acknowledge and deliver such further instruments and documents as may be reasonably requested by another Party to carry out the intent of this Guaranty.

City/Stadium Authority Proposed FINAL 2.5.25
9 21404776.2

23. Entire Agreement; No Oral Representations Limiting Enforcement. This Guaranty represents the entire agreement between the parties concerning the liability of Guarantor for the obligations, superseding any and all other agreements, promises or representations existing prior to or made simultaneously with this Guaranty. Any oral statements regarding Guarantor's liability are merged herein. Without limiting the foregoing, Guarantor s acknowledge that City/Stadium Authority have made no oral statements to Guaranto r that could be construed as a waiver of City/Stadium Authority’s right to enforce this Guaranty by all available legal and equitable means. (signature page follows)
City/Stadium Authority Proposed FINAL 2.5.25
10 21404776.2
This Guaranty is executed as of the date written below.

GUARANTOR:

FORTY NINERS FOOTBALL COMPANY, LLC
Name:___________________________________
Title:____________________________________
Date: ____________________________________

CITY OF SANTA CLARA:

Name:___________________________________
Title:____________________________________
Date: ____________________________________

SANTA CLARA STADIUM AUTHORITY:

Name:___________________________________
Title:____________________________________
Date: ____________________________________

US-DOCS\129128003.15

BAY AREA, CALIFORNIA

ADDENDUM

TO HOSTING AGREEMENTS
FIFA
WORLD CUP 2026
This A ddendum to Hosting Ag
reements (thi s “Addendum”) is made and entered into by and among Federation Internationale de Football Association ( “FIFA”), Bay Area Host Committee (the “Host City Authority”, and collectively with any Hosting SPV that may be formed pursuant to Section 1(b) below, the “Host Committee”) and Forty Niners Stadium Management Company LLC (the “Stadium Authority”).

Each of FIFA, the Host Committee and the Stadium Authority are sometimes referred to herein as a “Party” and collectively as the “Parties”. The Host Committee and the Stadium Authority are referred to herein collectively as the “Host City Parties”. Capitalized terms used herein without definition have the meanings set forth in the applicable Hosting Agreement (as defined below).

WHEREAS, as part of the Bidding P
roc
ess conducted in 2018, FIFA was provided with the following agreements unilaterally executed by the Host City Authority and the Stadium Authority (as applicable): (i) that certain Host City Agreement, b
y and among FIFA, United States Soccer Federation, Inc. (the “Member Association”) and the Host City Authority (the “ Host City Agreement ”); and (ii) that certain Stadium Agreement by and between the Member Association and the Stadium Authority (the “ Stadium Agreement”), in each case, a copy of which is attached as Exhibit A hereto (the Stadium Agreement and the Host City Agreement shall be referred to herein collectively as the “Hosting Agreements”); WHEREAS, the Parties ack
nowledge that the unilateral execution of the Hosting Agreements by the Host City Parties constituted (and continues to constitute) an irrevocable offer to be appointed as a host city and stadium for the Competition on the terms and conditions as set out in the Hosting Agreements; and
WHEREAS, the Parties wish to amend an
d/or supplement (as applicable), and otherwise reaffirm, the Hosting Agreements previously submitted by the Member Association and the Host City Parties in accordance with the terms hereof and to, in each case, restate, re-submit and novate such Hosting Agreements (as amended hereby) as irrevocable offers solely and directly to FIFA as further described herein.

NOW, THEREFORE, for good and
valuable consideration, the Parties hereby agree that the Hosting Agreements will be amended and/or supplemented as follows:

1. Structure.
a. FIFA.
i. The Parties acknowledge that, notwithstanding anything to the contrary in the Hosting Agreements and as further described in Section 13 below, FIFA alone, and not the Member Association, will be the Host City Part ies’ counterparty to the Hosting Agreements and upon submission of this Addendum unilaterally signed by the Host City Part ies, each of the Hosting Agreements shall continue in the same state as it was immediately prior thereto (except as modified hereby) in full force and effect as a direct irrevocable offer from the Host City Parties to FIFA upon all of the terms, covenants, provisions and conditions set forth in each such Hosting Agreement. The Parties further agree that upon DocuSign Envelope ID: E5298723-E0AC-42B1-B205-65B594BCA6A9

CONFIDENTIAL INFORMATION

BAY AREA
2 US-DOCS\129128003.15
the subsequent countersignature of this Addendum by FIFA, if and as applicable, the Hosting Agreements (as modified hereby) shall be legally binding agreements by and among FIFA and the Host City Parties, and no other person or entity shall be a party thereto unless otherwise determined by FIFA in accordance with the terms of the Hosting Agreements, without the need for the execution of any further instr ument. In furtherance of the foregoing, the Parties acknowledge that, on a prospective basis, all references to the Member Association in the Hosting Agreements shall be references to FIFA, mutatis mutandis, unless the context otherwise requires (e.g., references to actions or activities that were done by the Member Association prior to the date of this Addendum).
ii. FIFA hereby notif ies the Host City Parties under Section 2.2(i) of the Hosting Agreements that FIFA has established FWC2026 US, Inc. in the United States as the 2026 FWC Entity under the Hosting Agreements, and that FIFA has established FWC26 Canada Football Ltd. in Canada as one of the 2026 FWC Subsidiaries and intends to establish a company in Mexico as another 2026 FWC Subsidiary. Unless and to the extent otherwise instructed by FIFA, FIFA, the 2026 FWC Entity and the 2026 FWC Subsidiaries (together, the “ FIFA Parties”) will provide all instructions and communications to the Host City Parties in respect of the Competition and the Host City Parties shall act in accordance with such instructions and communications. Notwithstanding the foregoing, FIFA may assign specific roles a nd responsibilities amongst and between FIFA, the 2026 FWC Entity and the 2026 FWC Subsidiaries, and following notification of such roles and responsibilities to the Host City Parties, the Host City Parties should only look to the relevant entity(ies) for instructions and communications in respect of the roles and responsibilities assigned to them. In the event that the Host City Parties receive inconsistent instructions or communications from FIFA, the 2026 FWC Entity and/or any of the 2026 FWC Subsidiaries, the Host City Parties shall notify FIFA of the inconsistency and follow FIFA’s instructions on the matter. The Host City Parties acknowledge that the rights and obligations hereunder (and under the Hosting Agreements) may be exercised and/or performed by FIFA or any other FIFA Party, and all references herein to FIFA shall be deemed to also include the FIFA Parties, in each case, at FIFA’s election. b.

2. Infor
mation a
nd Reporting; Col laboration with FIFA.
a. The selected Host Committees and Stadiums will play an integral role , under FIFA’s direction, in delivering a world-class and truly unforgettable Competition. Accordingly, and in order to ensure a unified hosting strategy for the Competition across cities, the Host City Parties agree to report to FIFA all material information and developments regarding their activities in preparation for the Competition
DocuSign Envelope ID: E5298723-E0AC-42B1-B205-65B594BCA6A9

CONFIDENTIAL INFORMATION

BAY AREA
3 US-DOCS\129128003.15
and to coo perate and comply with FIFA’s
instructions, directions and overall strategic vision regarding the same b. Upon selection, the Host City P arties will also actively support, collaborate and communicate with FIFA on a meaningful and consistent basis regarding fulfillment of their obligations under the Hosting Agreements. In furtherance of the foregoing , FIFA currently intends to have local personnel of the 2026 FWC Entity and offices in each Host City to foster a strong working relationship between FIFA and the Host City Parties and ensure compliance with the Hosting Agreements, as well as to act as a resource for Host City Part y personnel with respect to the goals and objectives of FIFA in connection with the organization and staging of the Competition and otherwise to ensure the timely and successful implementation of the various initiatives relating to, and preparation by the Host City Parties for, the Competition. To facilitate such collaboration, the Host City Parties will make available to FIFA at no cost, commencing no later than :
i. office space for
ac
ceptable to FIFA , which such office space shall
be large enough to accommodate up to and shall be equipped as reasonably required by FIFA; or
ii.
c. In order to ensure a unified hosting strategy for the Competition across cities as described above, FIFA intends to establish a cross-city working group which will meet and collaborate on a regular basis. At FIFA’s request, the Host City Parties will appoint one or more persons to serve as part of such working group.
d. The Host City Parties acknowledge and agree that, in staging an expanded FIFA World Cup tournament, it is imperative that FIFA has the right and ability to ensure that the tournament is staged in a world-class manner that serves the game, tournament, teams, fans and all stakeholders. As such, FIFA is unfettered in its right and ability at all times to consider and select any host cities and stadiums for the Competition, including with respect to the process for and timing of such selections.

3. Stadium Rental Fees.
a. Amount; Included Services. Notwithstanding anything to the contrary in any of the Hosting Agreements, the Stadium Rental Fee will be comprised of the , and will be calculated in accordance with this Section 3(a) and Exhibit B attached hereto. The Stadium Authority acknowledges and agrees that it will (i) provide FIFA with use of the Stadium on Match Days and non -Match Days throughout the Exclusive Use Period described in Section 6.2.1 of the Stadium Agreement and the non -exclusive use period described in Section 6.2.2 of the Stadium Agreement, in each case in accordance with the terms of (and without limiting its obligations DocuSign Envelope ID: E5298723-E0AC-42B1-B205-65B594BCA6A9

CONFIDENTIAL INFORMATION
Redacted
Redacted
Redacted
Redacted
Redacted
Redacted

BAY AREA
8 US-DOCS\129128003.15
all of which when taken together shall constitute but one contract. Delivery of an executed counterpart of this Addendum by facsimile or electronic (i.e., PDF of Docusign) transmission will be effective as delivery of a manually executed counterpart of this Addendum.
b. Headings. Section headings used herein are for convenience of referenc e only, are not part of this Addendum and are not to effect the construction of, or to be taken into consideration in interpreting, this Addendum.
c. Ratification of Prior Agreements . The Parties ac knowledge and agree that, notwithstanding anything to the c ontrary in the Hosting Agreements, the unilateral execution of this Addendum by the Host City Parties hereby constitutes an irrevocable offer directly to FIFA to be appointed as a host city and stadium to be used in connection with the Competition on the terms and conditions as set out in the Hosting Agreements (as modified hereby). Except as expressly modified or supplemented by this A ddendum ( which is hereby deemed to be incorporated as part of the Hosting Agreements submitted as part of the Bid for consideration by FIFA), the terms and provisions of the original Hosting Agreements submitted by the Host City Parties and attached as Exhibit A are hereby ratified and approved, and the Host City Parties hereby confirm that FIFA shall be entitled to countersign this Addendum at any time prior to one (1) month subsequent to the selection by FIFA of the candidate host cities and stadiums.

The Parties acknowledge that the Hosting Agreements and this Addendum shall come into full legal effect for all Parties if and when FIFA accepts the offer by the Host City Par ties by providing them with a countersigned version of this Addendum, and that no further signatures (on the Hosting Agreements or otherwise) shall be required for all terms and conditions of the Hosting Agreements (as modified hereby) to become binding on the Host City Parties and FIFA. The Parties further acknowledge and agree that, as part of the Bidding Process conducted in 2018, FIFA was provided with certain other agreements and documents relating to the use of Training Sites and Airports in and aro und the Host City that were unilaterally executed by the applicable Airport Authority or Training Site Authority (the “ Ancillary Agreements”). The Host City Parties agree that, promptly following the selection of the host cities and stadiums by FIFA, they will use best efforts to cause the applicable Training Site Authorities and Airport Authorities to sign an acknowledgement to similarly restate and re -submit the applicable Ancillary Agreements as direct, irrevocable offers to FIFA in lieu of the Member Association. d. Role of Member Association; Third Party Beneficiary . Effective as of the date of this Addendum, the Member Association shall have no further rights or obligations, monetary or otherwise, under the Hosting Agreements except as exp ressly set forth herein and all obligations and duties owed or required to be performed by the Member Association under the Hosting Agreements are hereby irrevocably waived and released by each of the Host City Parties. Without limiting the foregoing, the Host City Part ies hereby generally and unconditionally release the Member Association and its officers, directors, employees and affiliates of and from any and all claims, demands, rights, actions, causes of action, suits, liabilities, contracts, covenants, obligations, damages, losses, expenses (including, without limitation, attorneys’ fees), penalties, costs and allegations of any kind, nature, and character whatsoever, whether legal, contractual, statutory, administrative or equitable in nature or otherwise, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, anticipated or unanticipated, that they now own, hold, have or claim to have, or owned at any time, held, had or claimed to have had or may come to own, hold, have or claim to have against the Member Association and its officers, directors, employees and affiliates attributable to any acts, inactions or agreements occurring on or prior to the date hereof with respect to the Hosting Agreements. Each party hereto hereby represents and warrants that it has read Section 1542 of the Civil Code of the State of California, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DocuSign Envelope ID: E5298723-E0AC-42B1-B205-65B594BCA6A9

CONFIDENTIAL INFORMATION

BAY AREA
9 US-DOCS\129128003.15

DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE

AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” In furtherance of the foregoing intention, the Host City Parties hereby waive and relinquish any rights and benefits that they may have as a person granting a release under any applicable law of any jurisdiction, including for clarity such Section 1542. Notwithstanding the foregoing, the Parties acknowledge and agree that the Member Association shall nonetheless be entitled to all of the rights and benefits of the indemnification, insurance and limitation of liability provisions described herein and in the Hosting Agreements as if the Member Association were a party thereto. The Parties hereby agree that the Member Association is an express third-party beneficiary under the Hosting Agreements and this Addendum for such purposes (including, without limitation, the waiver and release above), with the full power and authority to enforce the applicable provisions of the Hosting Agreements and this Addendum as if it were a party.
e. Governing Law; Arbitration. The “Governing Law” and “ A rbitration” sections of the Hosting Agreements shall apply, mutatis mutandis, to any disputes under this Addendum. f. Notices. Any notices to FIFA under Section 14.7 or 16.7 of the Hosting Agreements (as applicable) shall be given in writing at the following address, unless notification of a change of address is given in
writing:

FIFA-Strasse 20
Switzerland
Facsimile:

Attention: Chief Tournament & Events Officer
Copy: Director of Commercial & Corporate Legal
[Signature Page Follows]
DocuSign Envelope ID: E5298723-E0AC-42B1-B205-65B594BCA6A9

CONFIDENTIAL INFORMATION
Redacted

US-DOCS\129128003.15

EXHIBIT A
Hos
ting Agreements
[See a
ttached.]
DocuSign Envelope ID: E5298723-E0AC-42B1-B205-65B594BCA6A9

CONFIDENTIAL INFORMATION

BAY AREA
12 US-DOCS\129128003.15

EXHIBIT B
Sta
dium Rental Fees
[See at
tached.]
DocuSign Envelope ID: E5298723-E0AC-42B1-B205-65B594BCA6A9

CONFIDENTIAL INFORMATION

ON D N N O ON
Redacted
US-DOCS\129128003.15

EXHIBIT C
Stadi
um Footprint Map
[See att
ached.]
DocuSign Envelope ID: E5298723-E0AC-42B1-B205-65B594BCA6A9

CONFIDENTIAL INFORMATION

US-DOCS\129128003.15

EXHIBIT D
Stadi
um Renovation Plans
[See att
ached.]
DocuSign Envelope ID: E5298723-E0AC-42B1-B205-65B594BCA6A9

CONFIDENTIAL INFORMATION

BAY AREA
15 US-DOCS\129128003.15

EXHIBIT E
[See att
ached
.]
DocuSign Envelope ID: E5298723-E0AC-42B1-B205-65B594BCA6A9

CONFIDENTIAL INFORMATION
DocuSign Envelope ID: E5298723-E0AC-42B1-B205-65B594BCA6A9

CONFIDENTIAL INFORMATION
DocuSign Envelope ID: E5298723-E0AC-42B1-B205-65B594BCA6A9

CONFIDENTIAL INFORMATION
US-DOCS\129128003.15

EXHIBIT F
[See att
ached
.]
DocuSign Envelope ID: E5298723-E0AC-42B1-B205-65B594BCA6A9

CONFIDENTIAL INFORMATION

CONFIDENTIAL INFORMATION

CONFIDENTIAL INFORMATION

CONFIDENTIAL INFORMATION

CONFIDENTIAL INFORMATION

CONFIDENTIAL INFORMATION

CONFIDENTIAL INFORMATION

CONFIDENTIAL INFORMATION

CONFIDENTIAL INFORMATION

CONFIDENTIAL INFORMATION

CONFIDENTIAL INFORMATION

CONFIDENTIAL INFORMATION

CONFIDENTIAL INFORMATION

CONFIDENTIAL INFORMATION

CONFIDENTIAL INFORMATION

CONFIDENTIAL INFORMATION

CONFIDENTIAL INFORMATION

CONFIDENTIAL INFORMATION

CONFIDENTIAL INFORMATION

BAY AREA, CALIFORNIA

AMENDED AND RESTATED ADDENDUM

TO HOSTING AGREEMENTS
FIFA WORLD CUP 2026

This Amended and Restated Addendum to Hosting Agreements (this “Addendum”) is made and entered into by and among Federation Internationale de Football Association (“FIFA”), Bay Area Host Committee (the “ Host City Authority ”, and collectively with any Hosting SPV that may be formed pursuant to Section 1(b) below, the “Host Committee”) and Forty Niners Stadium Management Company LLC (the “ Stadium Authority ”). Each of FIFA, the Host Committee and the Stadium Authority are sometimes referred to herein as a “Party” and collectively as the “Parties”. The Host Committee and the Stadium Authority are referred to herein collectively as the “ Host City Parties”. Capitalized terms used herein without definition have the meanings set forth in the applicable Hosting Agreement (as defined below).

This Addendum amends and restates and hereby supersedes in its entirety the Addendum to Hosting Agreements entered into by the Parties.

WHEREAS, as part of the Bidding Process conducted in 2018, FIFA was provided with the following agreements unilaterally executed by the Host City Authority and the Stadium Authority (as applicable):
(i) that certain Host City Agreement, by and among FIFA, United States Soccer Federation, Inc. (the “Member Association”) and the Host City Authority (the “ Host City Agreement”); and (ii) that certain Stadium Agreement by and between the Member Association and the Stadium Authority (the “Stadium Agreement”), in each case, a copy of which is attached as Exhibit A hereto (the Stadium Agreement and the Host City Agreement shall be referred to herein collectively as the “Hosting Agreements”);

WHEREAS, the Parties acknowledge that the unilateral execution of the Hosting Agreements by the Host City Parties constituted (and continues to constitute) an irrevocable offer to be appointed as a host city and stadium for the Competition on the terms and conditions as set out in the Hosting Agreements; and

WHEREAS, the Parties wish to amend and/or supplement (as applicable), and otherwise reaffirm, the Hosting Agreements previously submitted by the Member Association and the Host City Parties in accordance with the terms hereof and to, in each case, restate, re -submit and novate such Hosting Agreements (as amended hereby) as irrevocable offers solely and directly to FIFA as further described herein.

NOW, THEREFORE, for good and valuable consideration, the Parties hereby agree that the Hosting Agreements will be amended and/or supplemented as follows:

1. Structure.

a. FIFA.

i. The Parties acknowledge that, notwithstanding anything to the contrary in the Hosting Agreements and as further described in Section 13 below, FIFA alone, and not the Member Association, will be the Host City Parties’ counterparty to the Hosting Agreements and upon submission of this Addendum unilaterally signed by the Host City Parties, each of the Hosting Agreements shall continue in th e same state as it was immediately prior thereto (except as modified hereby) in full force and effect as a direct irrevoc able offer from the Host City Parties to FIFA upon all of the terms, covenants, provisions and conditions set forth in each such Hosting Agreement. The Parties further agree that upon the subsequent countersignature of this Addendum by FIFA, if and as applicable, the Hosting Agreements (as modified hereby) shall be legally binding agreements by and among FIFA and the Host City Parties, and no other person or entity shall be a party thereto unless otherwise determined by FIFA in accordance with the terms of the Hosting Agreements, without the need for the execution of any further instrument. In furtherance of the foregoing, the Parties acknowledge that, on a prospective basis, all references to the Member Association in the Hosting Agreements shall be references to FIFA, mutatis mutandis, unless the context otherwise requires (e.g., references to actions or activities that were done by the Member Association prior to the date of this Addendum). ii. FIFA hereby notifies the Host City Parties under Section 2.2(i) of the Hosting Agreements that FIFA has established FWC2026 US, Inc. in the United States as the 2026 FWC Entity under the Hosting Agreements, and that FIFA has established FWC26 Canada Football Ltd. in Canada as one of the 2026 FWC Subsidiaries and inten ds to establish a company in Mexico as another 2026 FWC Subsidiary. Unless and to the extent otherwise instructed by FIFA, FIFA, the 2026 FWC Entity and the 2026 FWC Subsidiaries (together, the “ FIFA Parties ”) will provide all instructions and communications to the Host City Parties in respect of the Competition and the Host City Parties shall act in accordance with such instructions and communications. Notwithstanding the foregoing, FIFA may assign specific roles and responsibilities amongst and between FIFA, the 2026 FWC Entity and the 2026 FWC Subsidiaries, and following notification of such roles and responsibilities to the Host City Parties, the Host City Parties should only look to the rele vant entity(ies) for instructions and communications in respect of the roles and responsibilities assigned to them. In the event that the Host City Parties receive inconsistent instructions or communications from FIFA, the 2026 FWC Entity and/or any of the 2026 FWC Subsidiaries, the Host City Parties shall notify FIFA of the inconsistency and follow FIFA’s instructions on the matter. The Host City Parties acknowledge that the rights and obligations hereunder (and under the Hosting Agreements) may be exercised and/or performed by FIFA or any other FIFA Party, and all references herein to FIFA shall be deemed to also include the FIFA Parties, in each case, at FIFA’s election.

2. Information and Reporting; Collaboration with FIFA.

a. The selected Host Committees and Stadiums will play an integral role, under FIFA’s direction, in delivering a world-class and truly unforgettable Competition. Accordingly, and in order to ensure a unified hosting strategy for the Competition across cities, the Host City Parties agree to report to FIFA all material information and developments regardin g their activities in preparation for the Competition

, and to cooperate and comply with FIFA’s
instructions, directions and overall strategic vision regarding the same

b. Upon selection, the Host City Parties will also actively support, collaborate and communicate with FIFA on a meaningful and consistent basis regarding fulfillment of their obligations under the Hosting Agreements. In furtherance of the foregoing, FIFA curr ently intends to have local personnel of the 2026 FWC Entity and offices in each Host City to foster a strong working relationship between FIFA and the Host City Parties and ensure compliance with the Hosting Agreements, as well as to act as a resource for Host City Party personnel with respect to the goals and objectives of FIFA in connection with the organization and staging of the Competition and otherwise to ensure the timely and successful implementation of the various initiatives relating to, and preparation by the Host City Parties for, the Competition. To facilitate such collaboration, the Host City Parties will make available to FIFA at no cost, commencing no later than January 1, 2023:
i. office space for personnel of FIFA at the Stadium, Host City center or another similar location acceptable to FIFA until the end of the Competition, which such office space shall be large enough to accommodate up to and shall be equ ipped as reasonably required by FIFA; or
c. In order to ensure a unified hosting strategy for the Competition across cities as described above, FIFA intends to establish a cross-city working group which will meet and collaborate on a regular basis. At FIFA’s request, the Host City Parties will appoint one or more persons to serve as part of such working group.
d. The Host City Parties acknowledge and agree that, in staging an expanded FIFA World Cup tournament, it is imperative that FIFA has the right and ability to ensure that the tournament

REDACTED

is staged in a world-class manner that serves the game, tournament, teams, fans and all stakeholders. As such, FIFA is unfettered in its right and ability at all times to consider and select any host cities and stadiums for the Competition, including with respect to the process for and timing of such selections.

3. Stadium Rental Fees.

a. Amount; Included Services. Notwithstanding anything to the contrary in any of the Hosting Agreements, the Stadium Rental Fee will be comprised of the Basic Stadium Rental Fee (if any) and the Variable Stadium Rental Fee, and will be calculated in accordance with this Section 3(a) and Exhibit B attached hereto. The Stadium Authority acknowledges and agrees that it will (i) provide FIFA with use of the Stadium on Match Days and non -Match Days throughout the Exclusive Use Period described in Section 6.2.1 of the Stadium Agreement and the non -exclusive use period described in Section 6.2.2 of the Stadium Agreement, in each case in accordance with the terms of (and without limiting its obligations in) the Stadium Agreement and the 2026 FWC Hosting Requirements, and in consideration for the “ Basic Stadium Rental Fee ” set forth in Part I of Exhibit B; and (ii) as and to the extent requested by FIFA, provide the “ Basic Services ” set forth on Exhibit B at the rates for such requested services set forth in Part II thereof (the “Variable Stadium Rental Fee”). The Stadium Authority further agrees to, at FIFA’s request, help facilitate discussions and/or negotiations with incumbent third party service providers at the Stadium (e.g., concessionaires) regarding the potential use of such service providers in connection with the Competition. For purposes of clarity and for the avoidance of doubt, (i) FIFA shall have no obligation to use any of the services set forth on Exhibit B or the services of any incumbent third party service providers at the Stadium; and (ii) other than the obligation to pay the Stadium Rental Fee calculated in accordance with Exhibit B (and any applicable taxes pursuant to Section

13.3 of the Stadium Agreement and for the consumption of water and electricity pursuant to Section

13.2(i) of the Stadium Agreement), none of the FIFA Parties nor the Member Association will be responsible for paying or reimbursing any Host City Party for any costs or expenses incurred in connection with fulfilling their obligations under the Hosting Agreements and the 2026 FWC Hosting Requirements, or otherwise incurred in connection with the Competition. The Parties acknowledge and agree that the list of Basic Services set forth on Exhibit B is not exhaustive and is not intended to limit any of the Host City Parties’ other obligations set forth in the Stadium Agreement or elsewhere in the Hosting Agreements, the 2026 FWC Hosting Requirements or otherwise. b. Payment Terms.

i. The Stadium Authority shall be entitled to receive the Stadium Rental Fee subject to its fulfilment of all of the obligations and requirements of the Stadium Agreement as set out in Section 13.1(i) of the Stadium Agreement. The Stadium Rental Fee shall be payable by or on behalf of FIFA to the Stadium Authority in advance and subject to the foregoing as follows:

A. One-third (1/3) of the Basic Stadium Rental Fee will be payable on or prior to the date that is six (6) months prior to the first match of the Competition; B. One-third (1/3) of the Basic Stadium Rental Fee will be payable on or prior to the date that is ninety (90) days prior to the first match of the Competition; and C. One-third (1/3) of the Basic Stadium Rental Fee will be payable

on or prior to the date that is thirty (30) days prior to the first match of the Competition. ii. On or prior to the date that is ninety (90) days prior to the commencement of the Exclusive Use Period, the Stadium Authority will provide FIFA with an estimate of the Variable Stadium Rental Fee based on the Basic Services that have been requested by FIFA as of such date, along with reasonable back-up documentation evidencing the same. Thirty percent (30%) of such estimated Variable Stadium Rental Fee shall be payable by or on behalf of FIFA on or before the date that is thirty (30) days prior to the comme ncement of the Exclusive Use Period, thirty percent (30%) of such estimated Variable Stadium Rental Fee shall be payable by or on behalf of FIFA on or before the commencement of the Exclusive Use Period and all remaining amounts of the Variable Stadium Ren tal Fee will be payable within thirty (30) days of FIFA’s receipt of a final, itemized and complete cost statement outlining the final actual Variable Stadium Rental Fee amount calculated following the conclusion of the Competition. FIFA will have the right to audit the Stadium Authority’s books of account and other records in connection with the Basic Services items to verify the accuracy of any final cost statement for up to one (1) year following the conclusion of the Competition, in each case, during regular business hours and on reasonable prior notice to the Stadium Authority. If any such audit reveals that the actual Variable Stadium Rental Fee was lesser than the amount paid by FIFA, then the Stadium Authority shall promptly refund to FIFA the amount of the relevant overpayment, and if such overpayment is in excess of five percent (5%) of the actual Variable Stadium Rental Fee, then the Stadium Authority shall also be solely responsible for, and shall promptly pay or reimburse FIFA for, the costs of such audit.
c. Reduction to Exclusive Use Period . FIFA may shorten the duration of the Exclusive Use Period by providing the Stadium Authority with written notice of such shortened period at least six
(6) months prior to the first Match of the Competition. For the avoidance of doubt, no fees, costs or expenses of any kind or nature (including, without limitation, any Stadium Rental Fees) will be charged to any of the FIFA Parties for any days that fall outside of the Exclusive Use Period.

4. Stadium Footprint / Other Areas.

a. Stadium Footprint Map. Without limiting the Stadium Authority’s obligations in Section 7 of the Stadium Agreement and elsewhere in the Hosting Agreements, Exhibit C attached hereto (the “Stadium Footprint Map”) describes and/or illustrates the buildings, land and indoor and outdoor spaces that the Stadium Authority shall provide to FIFA throughout the Exclusive Use Period described in Section 6.2.1 of the Stadium Agreement and the non -exclusive use period described in Section 6.2.2 of the Stadium Agreement (as applicable), in each case for no additional cost.

he foregoing shall be in lieu of
the maps and drawings described in Section 7.14 of the Stadium Agreement, and all references thereto in the Hosting Agreements shall instead be deemed to refer to Exhibit C hereto; it being understood and agreed that such maps and drawings may not be exhaustive and shall not be deemed to limit the Host City Parties’ obligations to provide all of the facilities and amenities set forth in the Hosting Agreements and the 2026 FWC Hosting Requirements. Notwithstanding the foregoing, upon the Stadium Authority’s

REDACTED

request, FIFA agrees to discuss with the Stadium Authority in good faith ways in which existing office space located within the areas of exclusive use may be reasonably accessed during the Exclusive Use Period by the relevant occupants.
b. Establishment of Outer Security Perimeter . The Host City Parties acknowledge and agree that, without limiting any of their other obligations in the Hosting Agreements or in the 2026 FWC Hosting Requirements, they are solely responsible, at no additional cost and expense to FIFA, for securing all spaces and equipment (i.e., barricades, fencing and associated security hardware) necessary to ensure a security perimeter for the Stadium as may be required by any applicable governmental authority and/or FIFA, as well as all applicable spaces for deliverables or activities that must necessarily sit outside (or as an integrated part of) the security perimeter . The Host City Parties acknowledge that such obligation may require them (if required by governmental authorities or otherwise requested by FIFA) to secure, close or require the vacation of Stadium
Footprint Map.

5. Stadium Construction and Renovation Requirements . Without limiting the Host City Parties’ obligations with respect to Stadium renovations set forth in the Hosting Agreements or to otherwise satisfy the 2026 FWC Hosting Requirements and the other obligations set forth in the Hosting Agreements (or as may be notified by FIFA from time to time in accordance with the Hosting Agreements), the Stadium Authority agrees to install and/or complete the Stadium and pitch renovations set forth on Exhibit D on or before the dates outlined in Section 5.3(i) of the Stadium Agreement, unless other dates are otherwise set forth on Exhibit D or agreed in writing by FIFA. The foregoing shall only be in lieu of the Stadium Construction and Renovation Plan described in Section 5.1 of the Stadium Agreement, and all references thereto in the Hosting Agreements shall instead be deemed to refer, collectively, to Exhibit D hereto and any other plans relating to Stadium and pitch construction and renovations that are otherwise required by FIFA to be completed by the Stadium Authority following the date hereof and notified in writing to the Host City Parties. For the avoidance of doubt, all of the above-described Stadium and pitch construction and renovations, whether considered to be pe rmanent or temporary, shall be at the Stadium Authority’s sole cost and expense (including the cost of any subsequent dismantling or removal thereof, if applicable).

REDACTED

REDACTED

8. Geographic Scope of Host City. Notwithstanding anything to the contrary in the Hosting Agreements, but in addition to and without limiting the Host City Parties obligations in Section 4.3(iii) of the Hosting Agreements, the Parties acknowledge and agree that the “Host City” shall be deemed to include all cities and counties in which any applicable Stadium, Training Site, Airport, FIFA Fan Fest, Competition-related Event, or other Site within the Venue (or access route between any of the foregoing) is located.

10. Test Events . The Parties acknowledge and agree that FIFA may elect to host a tournament in Canada, Mexico and/or the United States in 2024 and/or 2025. In such event, at the request of FIFA, the Host City Parties will use good faith efforts to make the Stadium and ot her relevant facilities available for matches for such tournament on terms to be agreed by the Parties in order to test operations for the Competition. Any such matches hosted will count as test events for purposes of Section

10.2 of the Stadium Agreement.

12. City Specific Considerations.
a. The Hosting Parties acknowledge and agree that the terms of this Section 12 shall constitute adequate consideration to the Hosting Parties for the fulfillment of its obligations outlined in the Addendum and Hosting Agreements. The Hosting Parties each agr ee to fulfill each of its obligations outlined in the Addendum and Hosting Agreements, including, without limitation, any necessary Stadium modifications related to the pitch or Stadium bowl, at its own costs, and shall not seek any additional funding or consideration from FIFA to fulfill such obligations.
b. FIFA agrees to renumerate a facility fee to Stadium Authority in connection with each match of the FIFA World Cup 2026 conducted at the Stadium, an amount between Four to Six Dollars per ticket sold ($4.00 to $6.00 USD per ticket sold).

FIFA shall have no obligation under this section for tickets that are distributed but not sold. Under no circumstances shall FIFA’s obligations under this section exceed $6.00 USD per ticket.
c. The Parties acknowledge and agree that pursuant to the terms of the Stadium Agreement, all suites and seats located within the Stadium Footprint Map are to be provided to FIFA as part of the Stadium. The Parties acknowledge and agree that FIFA issued a directive letter to the Host City Authority on November 6, 2023 regarding the allocation to the Host City Authority of Skyboxes and Hospitality Packages for the FIFA World Cup 2026 (the “ Hospitality Offering Directive”) and the Parties agree to comply in full with the Hospitality Offering Directive but with, and subject to, the following amendments:
i. Stadium Authority shall have the right to purchase from FIFA, or from an agent acting on FIFA’s behalf, (a) a maximum of
at a price of
for a total purchase price of
; and (b) a maximum
of holders at a
price determined by FIFA or FIFA’s Official Hospitality Provider in its discretion, provided, however, in the event that additional seating is made available by the Stadium Authority, then the Parties agree to negotiate, in good faith, and mutually agree to, the allocation and pricing of such additional seating and the above referenced Owners Club SBL tickets. The total purchase price is inclusive of hospitality and servicing, in accordance with standard product service levels determined by FIFA. The purchase price outlined above assumes that the Bay Area and Levi’s Stadium will host between 5 – 8 matches of the FIFA World Cup 2026. If the Bay Area and Levi’s Stadium hosts less than 5 matches (4 or less), or more than 8 matches (9 or more), then the Parties agree to negotiate, in good faith, a mutually agreeable decrease or increase (as applicable) in the per suite/seat and total purchase price. Stadium Authority acknowledges and agrees that, in

REDACTED
RED
ACTE
D

REDACTED

REDACTED

REDACTED

FIFA’s sole discretion and final determination and following the release of the final match schedule, a number of Owner’s Club Suites shall be relocated to a different location outside of the Owner’s Club footprint.

When relocation of Owners Club suite owners is required, and following the announcement of the final match schedule, Stadium Authority shall be provided with a list of available suite locations for such relocations. Upon receipt of the available suite locations list from FIFA, Stadium Authority shall have ten (10) business days to confirm to FIFA, in writing, the list of that shall be retained as Owners Suites. If Stadium Authority fails to comply with this deadline, FIFA shall select the on behalf of the Stadium Authority. The suites outlined within this section shall be provided in accordance with and subject to the terms and conditions of the Hospitality Offering Directive.
iii. The Hosting Parties collectively agree that each Party’s ability to convert VIP Tickets into Skyboxes as outlined in ‘Section 2 – VIP Ticket Conversion’ of the Hospitality Offering Directive is hereby rescinded and removed as a right within the Hospitality Offering Directive. Section 2 of the Hospitality Offering Directive is hereby deleted in its entirety and shall be marked as REDAC
TED
REDAC
TED

‘RESERVED.’
d. Capitalized terms used in this section which are not defined in the Addendum shall have the meaning given in the Hospitality Offering Directive.

13. Miscellaneous.

a. Separate Counterparts. This Addendum may be executed by the Parties hereto in separate counterparts, each of which when so executed and delivered shall constitute an original, but all of which when taken together shall constitute but one contract. Delivery of an executed counterpart of this Addendum by facsimile or electronic ( i.e., PDF of Docusign) transmission will be effective as delivery of a manually executed counterpart of this Addendum. b. Headings. Section headings used herein are for convenience of reference only, are not part of this Addendum and are not to effect the construction of, or to be taken into consideration in interpreting, this Addendum.
c. Ratification of Prior Agreements . The Parties acknowledge and agree that, notwithstanding anything to the contrary in the Hosting Agreements, the unilateral execution of this Addendum by the Host City Parties hereby constitutes an irrevocable offer directly to FIFA to be appointed as a h ost city and stadium to be used in connection with the Competition on the terms and conditions as set out in the Hosting Agreements (as modified hereby). Except as expressly modified or supplemented by this Addendum (which is hereby deemed to be incorporated as part of the Hosting Agreements submitted as part of the Bid for consideration by FIFA), the terms and provisions of the original Hosting Agreements submitted by the Host City Parties and attached as Exhibit A are hereby ratified and approved, and the Host City Parties hereby confirm that FIFA shall be entitled to countersign this Addendum at any time prior to one (1) month subsequent to the selection by FIFA of the candidate host cities and stadiums. The Parties acknowledge that the Hosting Agreements and this Addendum shall come into full legal effect for all Parties if and when FIFA accepts the offer by the Host City Parties by providing them with a countersigned version of this Addendum, and that no further signatures (on the Hosting Agreements or otherwise) shall be required for all terms and conditions of the Hosting Agreements (as modified hereby) to become binding on the Host City Parties and FIFA. The Parties further acknowledge and agree that, as part o f the Bidding Process conducted in 2018, FIFA was provided with certain other agreements and documents relating to the use of Training Sites and Airports in and around the Host City that were unilaterally executed by the applicable Airport Authority or Training Site Authority (the “Ancillary Agreements”). The Host City Parties agree that, promptly following the selection of the host cities and stadiums by FIFA, they will use best efforts to cause the applicable Training Site Authorities and Airport Authorities to sign an acknowledgement to similarly restate and re-submit the applicable Ancillary Agreements as direct, irrevocable offers to FIFA in lieu of the Member Association. d. Role of Member Association; Third Party Beneficiary. Effective as of the date of this Addendum, the Member Association shall have no further rights or obligations, monetary or otherwise, under the Hosting Agreements except as expressly set forth herein and all obligations and duties owed or required to be performed by the Member Association under the Hosting Agreements are hereby irrevocably waived and released by each of the Host City Parties. Without limiting the foregoing, the Host City Parties hereby generally and unconditionally release the Member Association and its

officers, directors, employees and affiliates of and from any and all claims, demands, rights, actions, causes of action, suits, liabilities, contracts, covenants, obligations, damages, losses, expenses (including, without limitation, attorneys’ fees), pen alties, costs and allegations of any kind, nature, and character whatsoever, whether legal, contractual, statutory, administrative or equitable in nature or otherwise, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, anticipated or unanticipated, that they now own, hold, have or claim to have, or owned at any time, held, had or claimed to have had or may come to own, hold, have or claim to have against the Member Association and its officers, directors, employees and affiliates at tributable to any acts, inactions or agreements occurring on or prior to the date hereof with respect to the Hosting Agreements. Each party hereto hereby represents and warrants that it has read Section 1542 of the Civil Code of the State of California, wh ich provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR

RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF

EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” In furtherance of the foregoing intention, the Host City Parties hereby waive and relinquish any rights and benefits that they may have as a person granting a release under any applicable law of any jurisdiction, including for clarity such Section 1542. Notwithstanding the foregoing, the Parties acknowledge and agree that the Member Association shall nonetheless be entitled to all of the rights and benefits of the indemnification, insurance and limitation of liability provisions described herein and in the Hosting Agreements as if the Member Association were a party thereto. The Parties hereby agree that the Member Association is an express third-party beneficiary under the Hosting Agreements and this Addendum for such purposes (including, without limitation, the waiver and release above), with the full power and authority to enforce the applicable provisions of the Hosting Agreements and this Addendum as if it were a party. e. Governing Law; Arbitration. The “Governing Law” and “Arbitration” sections of the Hosting Agreements shall apply, mutatis mutandis, to any disputes under this Addendum. f. Notices. Any notices to FIFA under Section 14.7 or 16.7 of the Hosting Agreements (as applicable) shall be given in writing at the following address, unless notification of a change of address is given in writing:

FIFA-Strasse 20 Switzerland
Facsimile:

Attention: Chief Tournament & Events Officer
Copy: Director of Commercial & Corporate Legal

[Signature Page Follows]

REDACTED

IN WITNESS WHEREOF , the Parties have executed this Addendum by their duly authorized representatives named below , which shall be effective upon the execution of an assignment of the Stadium Agreement by the Stadium Authority to the Host City Authority, as approved by FIFA in writing.

FEDERATION INTERNATIONALE DE FOOTBALL ASSOCIATION

By: ___________________________________________
Name:

Title:

Date:

By: ___________________________________________
Name:

Title:

Date:

BAY AREA HOST COMMITTEE

By: ___________________________________________
Name: Zaileen Janmohamed
Title: CEO
Date:

FORTY NINERS STADIUM MANAGEMENT COMPANY LLC

By: ___________________________________________
Name: Francine Hughes
Title: EVP, General Manager
Date:

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-55 Agenda Date: 2/11/2025

REPORT TO COUNCIL

SUBJECT
Public Hearing: Action on Proposed Update to the City’s Citizen Participation Plan for the Use of Federal Housing and Urban Development (HUD) Grant Funds

COUNCIL PILLAR
Promote and Enhance Economic, Housing and Transportation Development

BACKGROUND
The City of Santa Clara receives entitlement funding from two federal programs administered by the United States Department of Housing and Urban Development (HUD): Community Development Block Grant (CDBG) and Home Investment Partnerships Act (HOME). The purpose of these two programs is to benefit persons of low and moderate incomes by providing decent, affordable housing, public services, and community development.

The City of Santa Clara is an entitlement jurisdiction which means that HUD awards CDBG and HOME funds every year to spend locally. The City does not compete for these funds and the amount awarded each year is based on a population-based formula and the federal budget. In accordance with provisions of 24 CFR Section 91.105, the City is required to adopt a local Citizen Participation Plan (CPP). The purpose of the CPP is to encourage citizen participation, make proposed plans available for public review, conduct public hearings so community members can comment, provide reasonable notice and opportunity to comment, and provide reasonable accommodations so persons with disabilities can present their views and comments. The CPP details what outreach related steps are required when developing or amending the following HUD plans and reports:
· 5-Year Consolidated Plans (5-Year Plan) for Housing & Community Development · Annual Action Plans (AAPs)
· Consolidated Annual Performance and Evaluation Reports (CAPERs) · Assessment of Fair Housing (AFH)
· Amendments to the Citizen Participation Plan (CPP)
· Amendments to the 5-Year Plan or AAPs
HUD requires cities to follow their CPP and encourages periodic updates to the plan. HUD allows cities great flexibility in determining what specific outreach is required in specific situations. Once the CPP is adopted, the City must follow the adopted procedures.

The last time the City updated its CPP was in 2017. The 2017 CPP is included as Attachment 1. Staff City of Santa Clara Printed on 2/7/2025Page 1 of 4
powered by Legistar™
25-55 Agenda Date: 2/11/2025
is proposing changes to the CPP to incorporate new best practices, to streamline for greater efficiency, greater transparency, align with City Council policy on funding allocation decisions, and to make the document easier to read.

DISCUSSION
Earlier this year staff worked with Cloudburst, a HUD technical assistance provider, to draft updates to the City’s CPP. The revised CPP is included as Attachment 2.

The primary change that staff is recommending in the CPP involves the distinction between Minor and Substantial Amendments to an Annual Action Plan (AAP). An AAP is the City’s plan for allocating CDBG and HOME dollars for capital projects and public services. Sometimes staff needs to increase, decrease, or shift funding between projects or programs if a subrecipient is not performing. Staff actively monitors spending to stay in compliance with HUD regulations.

The City’s current CPP requires Substantial Amendments for relatively small changes. Substantial Amendments are costly and labor intensive because they require noticing in a newspaper, a 30-day public comment period, a public hearing, and HUD review and acceptance. This process can take 2- 3 months to complete which requires significant staff resources and delay on the City’s ability to pivot to meet HUD expenditure deadlines.

The City’s current 2017 CPP is conservative and sets a low threshold for substantial amendments to the AAP at $25,000. This is much lower than the City’s standard $250,000 threshold for decisions on funding allocations. HUD allows flexibility in how each jurisdiction writes their CPP and the City can update the CPP to align with the above citywide funding allocation policy.

Staff recognizes the need to balance efficiency and transparency. For this reason, staff is recommending a more nuanced set of CPP-related procedures that will reduce the need for time- consuming Substantial Amendments while requiring City Council approval on consent for certain types of minor amendments. The following section summarizes these proposed changes.

Proposed Changes to Requirements for a Substantial Amendment The criteria that would trigger a Substantial Amendment to the 5-Year Plan or AAP for capital projects and public service programs are as follows:
· Adding a new activity not previously described in the 5-Year Plan or AAP. · Deleting an activity previously described in the 5-Year Plan or AAP. · Changing the purpose, scope, location, or beneficiaries of an activity previously described in the 5-Year Plan or AAP.
· Changing allocation priorities or changing the method of the distribution of funds.

The following section summarizes the procedures that would be required for increases, decreases, or shifts of funds for Capital Improvement Projects. These projects typically range from $200,000 - $800,000. This revised process would allow greater flexibility and would reduce the need for Substantial Amendments while maintaining City Council discretion on more significant changes.

Amendment Process - Capital Improvement Projects
City of Santa Clara Printed on 2/7/2025Page 2 of 4
powered by Legistar™
25-55 Agenda Date: 2/11/2025
A Capital Improvement Project is defined as physical improvements to a public facility, or a facility owned by a nonprofit and open to the public, or an affordable housing project. i. Funding changes from one category to a different category greater than $250,000:

Substantial Amendment with City Council approval via Public Hearing. ii. Funding changes within the same category that are greater than $250,000: Minor Amendment along with City Council approval via Consent.
iii. Funding changes within the same category that are less than $250,000:

Minor Amendment required; no City Council review required. iv. Funding changes from one category to a different category less than $250,000:

Minor Amendment required; no City Council review required.

The following section summarizes the procedures that would be required for AAP changes relating to Public Services.

These contracts are much smaller and range between $30,000 - $100,000. This revised process would allow greater flexibility and would reduce the need for Substantial Amendments while maintaining City Council discretion on more significant changes.

Amendment Process - Public Service Activities
A Public Service Activity is defined as a service that is provided to the public. i. Funding a new activity NOT previously approved in any plan:

Substantial Amendment along with City Council review via Public Hearing. ii. Funding changes between previously approved Public Service Activities by the greater of $20,000 or 50% change in the amount(s) originally allocated:

Minor Amendment along with City Council approval on consent. iii. Funding changes between previously approved activities less than $20,000 or 50% change in the amount originally allocated:

Minor Amendment required; no City Council review required.

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

FISCAL IMPACT
While the proposed changes to the CPP will save staff time, there will be no direct fiscal impacts that result from this action.

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

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

The Citizen Participation Plan’s 30-day public comment period is from January 8, - February 11, 2025. The CPP is available for public review and comment. Copies are available on the City’s website, and at public locations including the City Clerk’s Office, and the Housing and Community Services Division. Notification of the availability of the CPP was also emailed to interested parties which include local nonprofit agencies. Noticing of the 30-day public comment period was published on January 8, 2025 in The Santa Clara Weekly.

City of Santa Clara Printed on 2/7/2025Page 3 of 4
powered by Legistar™
25-55 Agenda Date: 2/11/2025

ALTERNATIVES

1. Approve the updated Citizen Participation Plan

2. Any other Council direction.

RECOMMENDATION

1. Approve the updated Citizen Participation Plan and direct staff to submit the Citizen Participation Plan to HUD for acceptance.

2. Allow the City Attorney to make any minor edits to the Citizen Participation Plan if requested by HUD prior to acceptance of the Plan.

Reviewed by: Afshan Hamid, Director of Community Development Approved by: Jovan Grogan, City Manager

ATTACHMENTS

1. Adopted HUD Citizen Participation Plan (2017)

2. Proposed Revision to the HUD Citizen Participation Plan (2025) City of Santa Clara Printed on 2/7/2025Page 4 of 4
powered by Legistar™

CITIZEN PARTICIPATION PLAN

FOR FEDERAL ENTITLEMENT PROGRAMS

1. INTRODUCTION
The City of Santa Clara receives entitlement funding from two federal programs administered by the United States Department of Housing and Urban Development (HUD): Community Development Block Grant (CDBG) and Home Investment Partnerships Act (HOME). The purpose of these two programs is to benefit persons of low and moderate incomes by providing decent, affordable housing, public services, and community development. As an entitlement jurisdiction under both programs, the City is required to adopt a local Citizen Participation Plan to comply with provisions of 24 CFR Section 91.105.

The Citizen Participation Plan must provide for , and encourage citizens to participate in, the development of the Consolidated Plan, including the Annual Action Plans (AAP) that are part of the five-year Consolidated Plan (CP) for the expenditure of federal funds, development of the Assessment of Fair Housing (AFH), any revisions of the AFH, any substantial amendments to the CP, and the Cons olidated Annual Performance and Evaluation Report (CAPER). The City is expected to take whatever actions are appropriate to encourage the participation of all its citizens in the development of plans and amendments, particularly those living in a slum or blighted areas and areas where federal funds are proposed to be used, and including minority and non-English speaking persons and persons with disabilities.

The federal Fair Housing Act (FHA) prohibits discrimination in the rental, sale, or financing of housing on the basis of race, color, national origin, religion, sex, family status, and/or disability.

In 2015, the Obama administration reinvigorated and clarified fair housing obligation s by requiring HUD grantees to conduct an Assessment of Fair Housing (A FH), which involves a planning process with community input. In response, t he City has joined a regional collaborative for the development of the AFH, which will identify fair housing issues pertaining to patterns of integration and segregation; racially a nd ethnically concentrated areas of poverty; disparities in access to opportunity; and disproportionate housing needs, as well as the contributing factors for those issues and goals to promote a wider range of housing choices.

2. OBJECTIVES OF THE CITIZEN PARTICIPATION PLAN
A. To provide for and encourage citizen participation, with particular emphasis on participation by persons of low and moderate income who are residents of areas of slums or blight, residents of low and moderate income neighborhoods, and residents of areas in which federal entitlement funds are to be used.

B. To make proposed plans for the use of federal entitlements funds available to persons, public agencies, and other interested parties. Information to be provided will include the amount of entitlements the City expects to receive (including program income), the range and nature of activities to be undertaken, the estimated benefit of those activities to low and moderate income persons, and the performance of those activities in providing such benefits.

C. To conduct public hearings to obtain citizen views and comments during the development of the CP, AAP, and AFH.

Citizen Participation Plan
December 19, 2017