City Council and Authorities Concurrent
June 24, 2025

AMENDMENT NO. 1

TO THE AGREEMENT FOR GENERAL SERVICES
CONTRACT NUMBER 10172

BETWEEN

STADIUM MANAGER
AND

ICS INTEGRATED COMMUNICATION SYSTEMS

1. Parties and Date.

This Amendment No. 1 to the Agreement to the Performance of Services by and between the Forty Niners Stadium Management Company LLC (“Stadium Manager”) and ICS Integrated Communication Systems, a California corporation with its principal place of business at 6680 Via Del Oro, San Jose, CA 95119 (“Contractor”), shall be effective on April 17, 2025 (“Effective Date”). Stadium Manager and Contractor are sometimes individually referred to as “Party” and collectively as “Parties.”

2. Recitals.

2.1 Contractor. The Stadium Manager and Contractor entered into an agreement titled “Levi’s Stadium General Services Agreement By and Between Stadium Manager and ICS Integrated Communication Systems,” on June 1, 2023 (the “Agreement”) for the purpose of Stadium Manager securing services as described in Exhibit A (the “Services”) of the Agreement from Contractor during the period of June 1, 2023 through March 31, 2026 (“Term”) in relation to Stadium Manager’s obligation to maintain and operate Levi’s® Stadium pursuant to that certain Stadium Management Agreement as defined in the Agreement.

2.2 Amendment Purpose. The Stadium Manager and Contractor desire to amend the following sections of the Agreement: Exhibit B, Contractor Compensation and Fees, to increase the not-to-exceed amount under the Agreement.

2.3 Amendment Authority. This Amendment No. 1 is authorized pursuant to Section 25 of the Agreement. Capitalized terms not otherwise defined or amended herein shall have the meaning assigned in the Agreement.

3. Terms.

3.1 Amendment: Exhibit B, Contractor Compensation and Fees is hereby deleted in its entirety and replaced with Exhibit B-1, Contractor Compensation and Fees, which is attached hereto and incorporated herein by this reference.

3.2 Continuing Effect of Other Provisions. Except as amended by this Amendment No. 1, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the Parties under this Amendment No. 1. From and after the Effective Date of this Amendment No. 1, whenever the term “Event Service Agreement” or “Agreement” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 1.

3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that Amendment No. 1

they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1.

3.4 Severability. If any portion of this Amendment No. 1 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

[SIGNATURES CONTINUED ON NEXT PAGE]
Amendment No. 1

IN WITNESS WHEREOF, the Parties have caused this Amendment No. 1 to be executed by their respective authorized representatives.

FORTY NINERS STADIUM

MANAGEMENT COMPANY LLC

Francine Melendez Hughes
Executive Vice President and General Manager

Date

ICS INTEGRATED COMMUNICATION

SYSTEMS

Aaron Colton
Chief Executive Officer

Date

Amendment No. 1

EXHIBIT B-1

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

Item Description
6/1/2023 - 3/31/2024
Year One
Pricing
4/1/2024 - 3/31/2025
Year Two
Pricing
4/1/2025 to 3/31/2026
Year Three
Pricing
1 Fire Alarm Annual
Inspection, Testing,
Inspection and
Maintenance Services
(lump sum)
$85,100.00 $87,683.00 $90,343.00
2 Semi Annual Fire Alarm
Testing, Inspection and
Maintenance Services
$11,808.00 $12,162.00 $12,526.00
3 Labor Rates for NonContracted, Scheduled
Work
Straight Time
Overtime at 1.5 times
Double Time
$165.00 per hour
$250.00 per hour
$330.00 per hour
$175.00 per hour
$265.00 per hour
$350.00 per hour
$185.00 per hour
$275.00 per hour
$370.00 per hour
Labor Rates for Non-Contracted Scheduled Work and Description of Labor Rates:

1. Normal business hours are Monday through Friday – 7:00 a.m. to 4:00 p.m.

2. All service requests are 2 hours minimum plus drive time

3. Work performed before 7:00 a.m. and after 4:00 p.m. is considered overtime and shall be charged

1.5 times the hourly rate

4. Over 8 hours worked in a day shall be charged 1.5 times the hourly rate

5. Over 40 hours worked in a week shall be charged 1.5 times the hourly rate

6. Work on Saturdays shall be charged 1.5 times the hourly rate

7. Sundays and holidays shall be charged double the hourly rate Reimbursable Expenses for Non-Contracted Work:

1. Materials shall be provided at MSRP less 10%

2. Parking/toll

3. CAD Drawing/Prints

4. Shipping Cost
Such reimbursable expenses shall be approved by Stadium Manager prior to expenses being incurred.

Amendment No. 1

Total Not to Exceed Amount for Three Years: $408,000
Year One – 6/1/23 through 3/31/24 - $115,000 inclusive of cost for additional services as required.

Year Two – 4/1/24 through 3/31/25 - $133,000 inclusive cost for additional services as required.

Year Three – 4/1/25 through 3/31/26 - $160,000 inclusive of cost for additional services as required.

The pricing list above will govern all of services provided by Contractor to Stadium Manager during the Term. Unless specified in the agreement, any and all additional costs, including taxes, shipping, handling, and any subcontractor costs, shall be at Contractor’s sole expense and Contractor shall have no right to invoice Stadium Manager or any third-party for any additional costs incurred by Contractor in the performance of the Services under this Agreement.

Date: June 13, 2025

To: Jovan Grogan
Executive Director
Santa Clara Stadium Authority

From: Francine Melendez Hughes
Executive Vice President and General Manager
Forty Niners Stadium Management Company LLC

Subject: Recommendation for Award for Integrated Communications Systems Contract Amendment

Recommendation:

On May 23, 2023, the SCSA Board approved Stadium Manager’s request to establish a threeyear agreement with Integrated Communication Systems (ICS) to provide fire alarm testing, inspection, maintenance, and related services with an option to renew for two one-year periods.

The initial term of the agreement was from June 1, 2023 through March 31, 2026, with a not-toexceed amount of $352,000 over the three-year period.

The recommendation by SCSA staff was to award the three-year agreement with the option to extend for two additional one-year periods; and authorize the Executive Director to approve the exercise of the option to extend the agreement for up to two additional one-year periods with the same basic terms and conditions, subject to budget appropriations.

This request is for the SCSA’s approval of an amendment to increase the contract amounts for contract years two and three in the amounts of $16,000 and $40,000, respectively, resulting in a total increase of $56,000 in the overall contract amount. For on-call service agreements, such as the subject agreement with ICS, the Stadium Manager tracks actual costs incurred to monitor historical spend by vendor, by date. We use this system to track spending against the not to exceed amount in each vendor's contract (by contract year). As we have transitioned our ERP from Great Plains to Business Central, we are currently tracking the "contract year" spend in Excel using data from the ERP.

Regular testing of the fire alarm system is critical to the safe operation of the stadium. To maintain a consistent and safe operating environment for Non-NFL and NFL events, the vendor performs regular inspections of the EST3 fire alarm system, performs corrective maintenance as issues arise, and provides on-site response and emergency services as needed.

Spending on fire alarm and smoke detector repairs has increased and exceeds the anticipated projections that were included during the original RFP process.

Docusign Envelope ID: 33396DC5-C978-446C-8C60-10F1EBF7444D

STADIUM

FORTY NINERS STADIUM MANAGEMENT COMPANY
In the case of ICS, we incurred approximately $14,000 in costs late in the FY24/25 fiscal year, including battery replacements, smoke alarm replacements, and panel faults which we needed to address on a priority basis. We proceeded with those repairs recognizing that it would cause us to exceed the ICS "contract year" spend by approximately $14,000, but did so understanding that due to the inherent risk, we needed to address potential issues in the fire alarm system as soon as they were identified. We would have preferred to request approval from the SCSA to increase the "not to exceed" in the ICS contract prior to incurring those costs; however, we felt it was important to address the time-sensitive issues immediately, and we had ample room in the approved SCSA budget to do so. The proposed budget increase of $16,000 for FY24/25 consists of the $14,000 in additional spending, plus an allowance of $2,000 to cover any late arriving invoices from this vendor.

The original contract value is $352,000, and the new contract value will be $408,000 upon approval of the amendment. The cost for ICS’s service, inclusive of the proposed increase, is covered in both the FY24/25 SCSA Budget and FY25/26 SCSA Budget, Engineering Department budget, as a shared expense. Accordingly, there is no need for a budget amendment.

The breakdown of costs are as follows for the three-year period:
• Total not to exceed amount for three years accounting for proposed increase in contract amount: $408,000
o Year One – 4/19/23 through 3/31/24 - $115,000
o Year Two – 4/1/24 through 3/31/25 - $133,000
o Year Three – 4/1/25 through 3/31/26 - $160,000
The following have been attached as supporting documentation:

1. SCSA Board Agenda for May 23, 2023
(Recommendation for Award Memo from Stadium Manager)

2. Executed agreement with Integrated Communication Systems dated June 1, 2023

3. Proposed amendment with ICS to increase the NTE by $56,000 Submitted By: _____________________________ Date: _____________ Francine Melendez Hughes, Executive Vice President and General Manager Docusign Envelope ID: 33396DC5-C978-446C-8C60-10F1EBF7444D 6/18/2025
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-649 Agenda Date: 6/24/2025

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on Stadium Manager’s Request to Approve an Amendment No. 4 to the Agreement with Bear Electrical Solutions, LLC to Extend the Term through May 4, 2026 and Increase the Not to Exceed Amount by $250,000, for a Total of $2,020,000 Over a Five-Year Term, for On-Call Electrical Maintenance and Repair Services at Levi’s Stadium

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

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

As described in an April 20, 2021 report to the Stadium Authority Board (Board), the Stadium Manager conducted a Request for Proposals (RFP) process for electrical and maintenance repair services for the Stadium. Four proposals were received and after the evaluation process, Bear Electrical Solutions, Inc. and Cupertino Electric, Inc. were selected as the most competitive and responsive bidders to perform the required scope of work. The Stadium Manager recommended award to both vendors for the purpose of having master agreements in place for electrical and maintenance repair services and planned to use the vendors for specific task orders and award work based on responsiveness, availability, cost, and expertise. On April 20, 2021, the Stadium Authority Board approved the Stadium Manager’s request to execute agreements with both vendors to perform electrical maintenance and repair services at Levi’s Stadium.

The Agreement with Bear Electrical Solutions, Inc., now operating as Bear Electrical Solutions, LLC, (Agreement) (Attachment 1) included an initial term of three years with the option to extend for two additional one-year periods, in an amount not to exceed $250,000 per contract year, for a total not to exceed amount of $750,000 over the three-year period beginning May 5, 2021 through May 4, 2024.

The Stadium Authority Board approved subsequent requests from the Stadium Manager to execute an 1) Amendment No. 1 to the Agreement to increase the not to exceed amount from $250,000 to $500,000 for the first year of the agreement term, for a total not to exceed amount of $1,000,000 over the initial three-year term, to cover costs associated with the Levi’s Signage Repairs CapEx Project; 2) Amendment No. 2 to the Agreement to increase the not to exceed amount for the second year of the agreement term from $250,000 to $670,000, for a total not to exceed amount of $1,420,000 over the three-year term, to cover costs associated with the Levi’s Naming Rights Existing Signage City of Santa Clara Page 1 of 4 Printed on 6/20/2025
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25-649 Agenda Date: 6/24/2025
Lighting and Driver Repair CapEx Project; and 3) Amendment No. 3 to the Agreement to extend the term through May 4, 2025, with an option to extend for one additional year, in an amount not to exceed $350,000 for the fourth contract year and a total not to exceed amount of $1,770,000 over the four-year term. The agreement amendments are attached to the report (Attachments 2, 3 and 4).

The Stadium Manager is requesting approval to execute an Amendment No. 4 to the Agreement to extend the term through May 4, 2026, in an amount not to exceed $250,000 for the fifth contract year, and to increase the not to exceed amount to $2,020,000 over the five-year term (Attachment 5).

A recommendation memo was submitted describing the Stadium Manager’s request in more detail (Attachment 6).

DISCUSSION
The Stadium is a 1.8 million square foot facility that utilizes complex electrical systems that requires a contractor’s expertise, on-call, and as needed services to provide the required maintenance and repair of the electrical components throughout the Stadium. These services include repairing power connections for equipment, replacing circuit breakers, troubleshooting electrical malfunctions, and testing and repairing various electrical systems. This vendor also provides similar services on the low voltage systems at the stadium, such as device controls and communications. There is a continued need for these services from a contractor capable of handling the wide range of electrical repairs and maintenance required for the Stadium.

The original Agreement included an initial term of three years with the option to extend for two additional one-year periods. The Stadium Manager exercised one of those options through an Amendment No. 3. to the Agreement and is now requesting to exercise the last option.

For the proposed extension, Bear Electrical Solutions requested a rate increase of approximately 3%, which is within the Consumer Price Index (CPI) increase experienced by the region since rates for the fourth contract year were approved in 2024. The proposed compensation rates are outlined under Exhibit G-2 and reflect a 3% increase from Year 4 for all job categories except two (one of those categories includes a 1% rate increase and the other includes a 6% increase for only Sundays and holidays and a 3% increase for the remaining weekdays, daily, and Saturday rates).

Based on the information above and review of the Stadium Manager’s request, staff recommends approval of the Stadium Manager’s request to execute an Amendment No. 4 to the Agreement to ensure continuity of electrical maintenance and repair services at Levi’s Stadium.

The Stadium Authority Counsel’s Office has reviewed the Amendment No. 4 to the Agreement for comparison to the Stadium Authority’s customary language. Nothing in the proposed Amendment No. 4 or Agreement changes the Stadium Authority’s rights under the Management Agreement and specifically with respect to any dispute that may arise from the Stadium Manager’s obligations under the Management Agreement.

The Stadium Authority reserves all rights to confirm and dispute charges by and payments to the Stadium Manager during a fiscal year-end reconciliation/true-up, including but not limited to changes based on improper allocation, calculation, lack of support, or failure to comply with the Parties’ contracts or California law. The Stadium Authority may raise related questions before the fiscal yearend reconciliation/true-up, which the Stadium Manager agrees to assess and respond to in good City of Santa Clara Page 2 of 4 Printed on 6/20/2025
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25-649 Agenda Date: 6/24/2025
faith.

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

FISCAL IMPACT
The proposed Amendment No. 4 increases the total not to exceed amount by $250,000, from $1,770,000 to $2,020,000.

The Stadium Authority Fiscal Year (FY) 2025/26 Budget contains Shared Stadium Expenses such as Security, Stadium Operations, Engineering, Guest Services, and Groundskeeping. Shared Stadium Expenses are split 50/50 between the Stadium Authority and StadCo per the Stadium Lease. There are sufficient funds in the FY 2025/26 Shared Stadium Expenses Engineering line item to cover Stadium Authority’s fifty percent (50%) of the Shared Stadium Expenses portion of the agreement cost for the fifth contract year (up to $125,000). As the agreement term covers multiple fiscal years (FY 2025/26 and FY 2026/27), the term for FY 2026/27 is conditioned upon approval of the Stadium Authority budget for that fiscal year.

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

RECOMMENDATION
Approve the Stadium Manager’s request to execute an Amendment No. 4 to the Agreement with Bear Electrical Services, LLC to extend the term through May 4, 2026, in an amount not to exceed $250,000 for the fifth contract year and a total not to exceed amount of $2,020,000 over the five-year term, subject to budget appropriations.

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

ATTACHMENTS

1. Agreement with Bear Electrical Solutions

2. Amendment No. 1 to the Agreement with Bear Electrical Solutions

3. Amendment No. 2 to the Agreement with Bear Electrical Solutions

4. Amendment No. 3 to the Agreement with Bear Electrical Solutions

5. Proposed Amendment No. 4 to the Agreement with Bear Electrical Solutions City of Santa Clara Page 3 of 4 Printed on 6/20/2025
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25-649 Agenda Date: 6/24/2025

6. Stadium Manager’s Recommendation to Amend Agreement Memo City of Santa Clara Page 4 of 4 Printed on 6/20/2025
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Contract Number: 10050-B

FORTY NINERS STADIUM MANAGEMENT COMPANY LLC

LEVI'S STADIUM ON-CALL ELECTRICAL MAINTENANCE AND REPAIR CONTRACT

1. PARTIES AND DATE.

This Contract is made and entered into this Fifth day of May, 2021 by and between the FORTY NINERS STADIUM MANAGEMENT COMPANY LLC, a Delaware limited liability company ("Stadium Manager") and BEAR ELECTRICAL SOLUTIONS, INC., a California Corporation with its principal place of business at 1341 Archer Street, Alviso, CA 95002 ("Contractor"). Stadium Manager and Contractor are sometimes individually referred to as "Party" and collectively as "Parties" in this Contract.

2. RECITALS.

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

2.2 Contractor. Contractor desires to perform and assume responsibility for the provision of certain maintenance and repair services required by the Stadium Manager on the terms and conditions set forth in this Contract and in the task order(s) to be issued pursuant to this Contract and executed by the Stadium Manager and Contractor ('Task Order"). Contractor represents that it is duly licensed and experienced in providing Levi's Stadium On-Call Stadium Electrical related maintenance and repair services, that it and its employees or subcontractors have all necessary licenses and permits to perform the services in the State of California, and that it is familiar with the plans of Stadium Manager. The following license classifications are required for this Project: C-7 Low Voltage Systems and C-10 Electrical Contractor.

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

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

3. TERMS

3.1 Incorporation of Documents. This Contract includes and hereby incorporates in full by reference the following documents, including all exhibits, drawings, specifications and documents therein, and attachments and addenda thereto:
• Scope of Work (Exhibit "A")
• Plans and Specifications (Exhibit "B")
• Special Conditions (Exhibit "C")
• Contractor's Certificate Regarding Workers' Compensation (Exhibit "D") • Public Works Contractor Registration Certification (Exhibit "E") • Payment and Performance Bonds (Exhibit "F")

Contract Number: 10050-B
• Rate Schedule (Exhibit "G")
• Sample Task Order Form (Exhibit "H")
• Addenda
• Change Orders executed by the Stadium Manager
• 2018 Edition of the Standard Specifications for Public Works Construction (The Greenbook), Excluding Sections 1-9
• Notice Inviting Bids, if any
• Instructions to Bidders, if any
• Contractor's Bid, if any

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

3.2.1 Change in Scope of Work. Any change in the scope of the Work, method of performance, nature of materials or price thereof, or any other matter materially affecting the performance or nature of the Work shall not be paid for or accepted unless such change, addition or deletion is approved in writing by a valid change order executed by the Stadium Manager. Should Contractor request a change order due to unforeseen circumstances affecting the performance of the Work, such request shall be made within five (5) business days of the date such circumstances are discovered or shall waive its right to request a change order due to such circumstances. If the Parties cannot agree on any change in price required by such change in the Work, the Stadium Manager may direct the Contractor to proceed with the performance of the change on a time and materials basis.

3.2.2 Substitutions/"Or Equal". Pursuant to Public Contract Code Section 3400(b), the Stadium Manager may make a finding that designates certain products, things, or services by specific brand or trade name. Unless specifically designated in this Contract, whenever any material, process, or article is indicated or specified by grade, patent, or proprietary name or by name of manufacturer, such Specifications shall be deemed to be used for the purpose of facilitating the description of the material, process or article desired and shall be deemed to be followed by the words "or equal."
Contractor may, unless otherwise stated, offer for substitution any material, process or article which shall be substantially equal or better in every respect to that so indicated or specified in this Contract. However, the Stadium Manager may have adopted certain uniform standards for certain materials, processes and articles. Contractor shall submit requests, together with substantiating data, for substitution of any "or equal" material, process or article no later than thirty-five (35) days after award of the Contract. To facilitate the repair schedule and sequencing, some requests may need to be submitted before thirty-five (35) days after award of Contract. Provisions regarding submission of "or equal" requests shall not in any

Contract Number: 10050-B
is rejected, Contractor shall be responsible for providing the specified material, process or article.

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

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

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

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

3.3 Period of Performance and Liquidated Damages. The term of this Contract shall commence on the date first set forth above and expire on May 4, 2024, unless earlier terminated as provided herein. Contractor shall complete the Work within the term of this Contract, and shall meet any other established schedules and deadlines set forth in the Task Order(s). All applicable indemnification provisions of this Contract shall remain in effect following the termination of this Contract. The Parties may, by mutual, written consent, further extend the term of this Contract for two (2) additional one ( 1) year periods. Pursuant to Government Code Section 53069.85, Contractor shall pay to the Stadium Manager as fixed and liquidated damages a fixed dollar amount per day for each and every calendar day of delay beyond any completion schedule, repair schedule or Project milestones established pursuant to the Contract and any Task Order(s). The daily liquidated damages amount will be determined for each separate Task Order and will be set forth in that Task Order.

3.4 Standard of Performance: Performance of Employees. Contractor shall perform all Work under this Contract in a skillful and workmanlike manner, and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Work. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Work assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Work, including any required business license, and that such licenses and approvals shall be maintained throughout the term of this Contract. Contractor shall perform, at its own cost and expense and without reimbursement from the Stadium Manager, any work necessary to correct errors or omissions which are caused by Contractor's failure to comply with the standard of care provided for herein. Any employee who is determined by the Stadium Manager to be uncooperative, incompetent, a threat to the safety of persons or the Work, or any employee who fails or refuses to perform the Work in a manner acceptable to the Stadium Manager, shall be promptly removed from the Project by Contractor and shall not be re-employed on the Work.

Contract Number: 10050-B
uncooperative, incompetent, a threat to the safety of persons or the Work, or any employee who fails or refuses to perform the Work in a manner acceptable to the Stadium Manager, shall be promptly removed from the Project by Contractor and shall not be reemployed on the Work.

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

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

3.7 Compensation and Payment.

3.7.1 Amount of Compensation. As consideration for performance of the Work required herein, Contractor shall receive compensation, including authorized reimbursements, for all Work rendered under this Contract at the rates set forth in Exhibit "G" attached hereto and incorporated herein by reference. The maximum compensation for Work to be provided pursuant to each Task Order shall be set forth in the relevant Task Order. The total compensation to be provided under this Contract by Stadium Manager to Contractor, in the aggregate, shall not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) ("Total Contract Price") per contract year without the written approval of the Stadium Manager. The term for subsequent fiscal years shall be conditioned upon approval of the Stadium Authority budget for the applicable fiscal year that includes the amounts due under this Contract.

3. 7.2 Payment of Compensation. Contractor shall submit to Stadium Manager a monthly itemized statement which indicates Work completed by Contractor in a format acceptable to the Stadium Manager. The statement shall describe the amount of Work and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. These statements shall be supported by evidence which is required by this Contract and such other documentation as the Stadium Manager may require. The Contractor shall certify that the Work for which payment is requested has been done and that the materials listed are stored where indicated.

3.7.3 Prompt Payment. Stadium Manager shall review and pay all progress payment requests in accordance with the provisions set forth in Section 20104.50 of the California Public Contract Code. However, no progress payments will be made for Work not completed in accordance with this Contract. Contractor shall comply with all applicable laws, rules and regulations relating to the proper payment of its employees, subcontractors, suppliers or others.

Contract Number: 10050-B

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

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

Contractor shall be the beneficial owner of any securities substituted for monies withheld and shall receive any interest thereon. The escrow agreement used for the purposes of this Section shall be in the form provided by the Stadium Manager.

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

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

Contract Number: 10050-8

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

Contractor and any subcontractor shall forfeit a penalty of up to $200 per calendar day or portion thereof for each worker paid less than the prevailing wage rates.

3.7.9 Apprenticeable Crafts. When Contractor employs workmen in an apprenticeable craft or trade, Contractor shall comply with the provisions of Section 1777 .5 of the California Labor Code with respect to the employment of properly registered apprentices upon public works. The primary responsibility for compliance with said Section for all apprenticeable occupations shall be with Contractor. The Contractor or any subcontractor that is determined by the Labor Commissioner to have knowingly violated Section 1777.5 shall forfeit as a civil penalty an amount not exceeding $100 for each full calendar day of noncompliance, or such greater amount as provided by law.

3.7.10 Hours of Work. Contractor is advised that eight (8) hours labor constitutes a legal day's work. Pursuant to Section 1813 of the California Labor Code, Contractor shall forfeit a penalty of $25.00 per worker for each day that each worker is permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week, except when payment for overtime is made at not less than one and onehalf (11/2) times the basic rate for that worker.

3.7.11 Payroll Records. Contractor and each subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by him or her in connection with the public work. The payroll records shall be certified and shall be available for inspection at all reasonable hours at the principal office of Contractor in the manner provided in Labor Code Section 1776. In the event of noncompliance with the requirements of this Section, Contractor shall have 10 days in which to comply subsequent to receipt of written notice specifying in what respects such Contractor must comply with this Section. Should noncompliance still be evident after such 10-day period, Contractor shall, as a penalty, forfeit not more than $100.00 for each calendar day or portion thereof, for each worker, until strict compliance is effectuated. The amount of the forfeiture is to be determined by the Labor Commissioner. A contractor who is found to have violated the provisions of law regarding wages on Public Works with the intent to defraud shall be ineligible to bid on Public Works contracts for a period of one to three years as determined by the Labor Commissioner. Upon the request of the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement, such penalties shall be withheld from progress payments then due. The

Contract Number: 10050-B
responsibility for compliance with this Section is on Contractor. The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code Section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.

3.7.12 Contractor and Subcontractor Registration. Pursuant to Labor Code Sections 1725.5 and 1771 .1, all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter into a contract to perform public work must be registered with the Department of Industrial Relations. No bid will be accepted nor any contract entered into without proof of the contractor's and subcontractors' current registration with the Department of Industrial Relations to perform public work. Contractor is directed to review, fill out and execute the Public Works Contractor Registration Certification attached hereto as Exhibit "E" prior to contract execution. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771 .1.

3.7.13 Labor Compliance: Stop Orders. This Project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be the Contractor's sole responsibility to evaluate and pay the cost of complying with all labor compliance requirements under this Contract and applicable law. Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractor's performance of Work, including any delay, shall be Contractor's sole responsibility.

Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay subject to any applicable liquidated damages and shall not be compensable by the Stadium Manager. Contractor shall defend, indemnify and hold the Indemnified Parties (defined below) free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor.

3.8 Performance of Work: Jobsite Obligations.

3.8.1 Water Quality Management and Compliance, if Applicable.

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

3.8.1.2 Compliance with the Statewide Construction General Permit. Contractor shall comply with all conditions of the most recent iteration of the National Pollutant Discharge Elimination System General Permit for Storm Water Discharges Associated with Construction Activity, issued by the California State Water Resources Control Board ("Permit"). It shall be Contractor's sole responsibility to file a Notice of Intent and procure coverage under the Permit for all construction activity which results in the disturbance of more than one acre of total land area or which is part of a larger common area of development or

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sale. Prior to initiating work, Contractor shall be solely responsible for preparing and implementing a Storm Water Pollution Prevention Plan (SWPPP) as required by the Permit.

Contractor shall be responsible for procuring, implementing and complying with the provisions of the Permit and the SWPPP, including the standard provisions, and monitoring and reporting requirements as required by the Permit. The Permit requires the SWPPP to be a "living document" that changes as necessary to meet the conditions and requirements of the job site as it progresses through difference phases of construction and is subject to different weather conditions. It shall be Contractor's sole responsibility to update the SWPPP as necessary to address conditions at the project site.

3.8.1.3 Other Water Quality Rules Regulations and Policies.

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

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

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

3.8.1.6 Reservation of Right to Defend. Stadium Manager reserves the right to defend any enforcement action brought against the Stadium Manager for Contractor's failure to comply with the Permit or any other relevant water quality law, regulation, or policy. Pursuant to the indemnification provisions of this Contract, Contractor hereby agrees to be bound by, and to reimburse the Stadium Manager for the costs (including the Stadium Manager's attorney's fees) associated with, any settlement reached between the Stadium Manager and the relevant enforcement entity.

3.8.1 .7 Training. In addition to the standard of performance requirements set forth in paragraph 3.4, Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Work assigned to them without impacting water quality in violation of the laws, regulations and policies described in paragraph 3.8.1. Contractor further warrants that it, its employees and subcontractors will receive adequate training, as determined by Stadium Manager, regarding the requirements of the laws, regulations and policies described in paragraph 3.8.1 as they may relate to the Work provided under this Contract. Upon request, Stadium Manager will provide the Contractor with a list of training programs that meet the requirements of this paragraph.

3.8.2 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. Contractor shall comply with the requirements of the specifications relating to safety measures applicable in particular operations or kinds of

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work. In carrying out its Work, Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the Work and the conditions under which the Work is to be performed. Safety precautions as applicable shall include, but shall not be limited to, adequate life protection and lifesaving equipment; adequate illumination for underground and night operations; instructions in accident prevention for all employees, such as machinery guards, safe walkways, scaffolds, ladders, bridges, gang planks, confined space procedures, trenching and shoring, fall protection and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and adequate facilities for the proper inspection and maintenance of all safety measures.

Furthermore, Contractor shall prominently display the names and telephone numbers of at least two medical doctors practicing in the vicinity of the Project, as well as the telephone number of the local ambulance service, adjacent to all telephones at the Project site.

3.8.3 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Contract or the Work, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Work. If Contractor observes that the drawings or specifications are at variance with any law, rule or regulation, it shall promptly notify the Stadium Manager in writing. Any necessary changes shall be made by written change order. If Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the Stadium Manager, Contractor shall be solely responsible for all costs arising therefrom. Contractor shall defend, indemnify and hold Indemnified Parties (defined below) free and harmless, pursuant to the indemnification provisions of this Contract, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.8.4 Permits and Licenses. Contractor shall be responsible for securing Stadium Manager permits and licenses necessary to perform the Work described herein, including, but not limited to, any required business license. Any ineligible contractor or subcontractor pursuant to Labor Code Sections 1777.1 and 1777.7 may not perform work on this Project.

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

3.8.6 Hazardous Materials and Differing Conditions. As required by California Public Contract Code Section 7104, if this Contract involves digging trenches or other excavations that extend deeper than four (4) feet below the surface, Contractor shall promptly, and prior to disturbance of any conditions, notify Stadium Manager of: (1) any material discovered in excavation that Contractor believes to be a hazardous waste that is required to be removed to a Class I, Class II or Class Ill disposal site; (2) subsurface or latent physical conditions at the site differing from those indicated by Stadium Manager; and (3) unknown

Contract Number: 10050-B
physical conditions of an unusual nature at the site, significantly different from those ordinarily encountered in such contract work. Upon notification, Stadium Manager shall promptly investigate the conditions to determine whether a change order is appropriate. In the event of a dispute, Contractor shall not be excused from any scheduled completion date and shall proceed with all Work to be performed under the Contract, but shall retain all rights provided by the Contract or by law for making protests and resolving the dispute.

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

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

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

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

3.10 Claims: Government Code Claim Compliance.

3.10.1 Arbitration.:_AII disputes between Contractor and Stadium Manager relating in any way to this Agreement or Services performed under this Agreement (including, but not limited to, claims for breach of contract, tort, discrimination, harassment and any violation of federal or state law, regulation or constitution) ("Arbitrable Claims") shall be resolved by binding arbitration under the Federal Arbitration Act, in conformity with the procedures of the

Contract Number: 10050-B
California Arbitration Act (Cal. Code Civ. Proc.§ 1280 et seq., including§ 1283.05 and all of the Act's other mandatory and permissive rights to discovery). In addition to any other requirements imposed by law, the arbitrator selected shall be a retired California Superior Court Judge, or otherwise qualified individual to whom the parties mutually agree, and shall be subject to disqualification on the same grounds as would apply to a judge of such court. All rules of pleading (including the right of demurrer), all rules of discovery, all rules of evidence, all rights to resolution of the dispute by means of motions for · summary judgment, judgment on the pleadings and all other dispositive motions, and judgment under Code of Civil Procedure § 631.8 shall apply and be observed. Resolution of the dispute shall be based solely upon the law governing the claims and defenses pleaded, and the arbitrator may not invoke any basis other than such controlling law. The arbitrator shall have the immunity of a judicial officer from civil liability when acting in the capacity of an arbitrator, which immunity supplements any other existing immunity. Likewise, all communications during or in connection with the arbitration proceedings are privileged in accordance with Cal. Civil Code § 47(b). As reasonably required to allow full use and benefit of this agreement's modifications to the Act's procedures, the arbitrator shall extend the times set by the Act for the giving of notices and setting of hearings.

Awards shall include the arbitrator's written reasoned opinion. The Parties understand and agree to this binding arbitration provision, and both Contractor and Stadium Manager give up their right to trial by jury of any claim they may have against each other.

3.11 Loss and Damage. Except as may otherwise be limited by law, Contractor shall be responsible for all loss and damage which may arise out of the nature of the Work agreed to herein, or from the action of the elements, or from any unforeseen difficulties which may arise or be encountered in the prosecution of the Work until the same is fully completed and accepted by Stadium Manager. In the event of damage proximately caused by an Act of God, as defined by Section 7105 of the Public Contract Code, the Stadium Manager may terminate this Contract pursuant to Section 3.17.3; provided, however, that the Stadium Manager needs to provide Contractor with only one (1) day advanced written notice.

3.12 Indemnification.

3.12.1 Scope of Indemnity. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the Stadium Manager, the Santa Clara Stadium Authority, the City of Santa Clara, their affiliates, and each of their respective officers, directors, managers, members, partners, owners, employees, agents and authorized volunteers, each tenant and event promoter of Levi's Stadium, and any mortgagee, bond trustee or other financial institution from time to time holding a line or indenture upon an interest in Levi's Stadium, and each of them (collectively, the "Indemnified Parties"), free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, (collectively, "Claims") in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Contractor's services, the Project, this Contract or any Task Order, including without limitation the payment of all consequential damages, expert witness fees and attorneys' fees and other related costs and expenses. Notwithstanding the foregoing, to the extent required by Civil Code Section 2782, Contractor's indemnity obligation shall not apply to liability for damages for death or bodily injury to persons, injury to property, or any other loss, damage or expense arising from the sole or active negligence or willful misconduct of the Indemnified Parties or the Indemnified Parties' agents, servants, or independent contractors

Contract Number: 10050-B
who are directly responsible to the Indemnified Parties, or for defects in design furnished by those persons.

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

3.13 Insurance.

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

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

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

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

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

Employer's Liability limits of $1,000,000 each accident, policy limit bodily injury or disease, and each employee bodily injury or disease. Defense costs shall be available in addition to the limits. Notwithstanding the minimum limits specified herein, any available coverage shall be provided to the parties required to be named as additional insureds pursuant to this Contract.

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

Contract Number: 10050-B

3.13.3.1 General Liability. (1) Such policy shall give the Stadium Manager, Santa Clara Stadium Authority, Forty Niners Stadium Company LLC and Forty Niners Football Company LLC and their respective officials, employees, agents and authorized volunteers additional insured status using ISO endorsements CG20 10 10 01 plus CG20 37 10 01, or endorsements providing the exact same coverage, with respect to the Work or operations performed by or on behalf of Contractor, including materials, parts or equipment furnished in connection with such work; (2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; and (3) the insurance coverage shall be primary insurance as respects the Stadium Manager, its officials, employees, agents and authorized volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor's scheduled underlying coverage. Any insurance or self-insurance maintained by the Stadium Manager, its officials, employees, agents and authorized volunteers shall be excess of Contractor's insurance and shall not be called upon to contribute with it.

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

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

3.13.3.4 All Coverages. Each insurance policy required by this Contract shall be endorsed to state that: (1) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the Stadium Manager; and (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the Stadium Manager, Santa Clara Stadium Authority, Forty Niners SC Stadium Company LLC and Forty Niners Football Company LLC and their respective officials, employees, agents and authorized volunteers.

Contract Number: 10050-B

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

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

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

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

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

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

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

3.14 Bond Requirements.

3.14.1 Payment Bond. If required by law or otherwise specifically requested by Stadium Manager in Exhibit "C" attached hereto and incorporated herein by reference,

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Contractor shall execute and provide to Stadium Manager concurrently with this Contract a Payment Bond in an amount required by the Stadium Manager and in a form provided or approved by the Stadium Manager. If such bond is required, no payment will be made to Contractor until the bond has been received and approved by the Stadium Manager.

3.14.2 Performance Bond. If specifically requested by Stadium Manager in Exhibit "C" attached hereto and incorporated herein by reference, Contractor shall execute and provide to Stadium Manager concurrently with this Contract a Performance Bond in an amount required by the Stadium Manager and in a form provided or approved by the Stadium Manager.

If such bond is required, no payment will be made to Contractor until the bond has been received and approved by the Stadium Manager.

3.14.3 Bond Provisions. Should, in Stadium Manager's sole opinion, any bond become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace the effected bond within (ten) 10 days of receiving notice from Stadium Manager. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written notice shall be given to the Stadium Manager, and Contractor shall post acceptable replacement bonds at least ten (10) days prior to expiration of the original bonds.

No further payments shall be deemed due or will be made under this Contract until any replacement bonds required by this Section are accepted by the Stadium Manager. To the extent, if any, that the Total Contract Price is increased in accordance with the Contract, Contractor shall, upon request of the Stadium Manager, cause the amount of the bond to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the Stadium Manager. If Contractor fails to furnish any required bond, the Stadium Manager may terminate the Contract for cause.

3.14.4 Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in California Code of Civil Procedure Section 995.120, shall be accepted. If a California-admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the Stadium Manager.

3.15 Warranty. Contractor warrants all Work under the Contract (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any nonconforming materials incorporated into the Work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Contract or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the Work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by the Stadium Manager of any defect in the Work or nonconformance of the Work to the Contract, commence and prosecute with due diligence all Work necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act sooner as requested by the Stadium Manager in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the Work (or work of other contractors) damaged by its defective Work or which becomes damaged in the course of repairing or replacing defective Work. For any Work so corrected, Contractor's obligation hereunder to correct defective Work shall be reinstated for an additional one-year period, commencing with the date of acceptance of such corrected Work. Contractor shall perform such tests as the Stadium Manager may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the

Contract Number: 10050-B
Contract. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the Work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the Stadium Manager, regardless of whether or not such warranties and guarantees have been transferred or assigned to the Stadium Manager by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the Stadium Manager. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Contract, to the reasonable satisfaction of the Stadium Manager, the Stadium Manager shall have the right to correct and replace any defective or nonconforming Work and any work damaged by such work or the replacement or correction thereof at Contractor's sole expense.

Contractor shall be obligated to fully reimburse the Stadium Manager for any expenses incurred hereunder upon demand.

3.16 Employee/Labor Certifications.

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

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

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

3.17 General Provisions.

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

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

Contract Number: 10050-B
Representative"). Following approval by the Stadium Manager, Contractor's Representative shall have full authority to represent and act on behalf of Contractor for all purposes under this Contract. Contractor's Representative shall supervise and direct the Work, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Work under this Contract and as described in the relevant Task Order. Contractor's Representative shall devote full time to the Project and either he or his designee, who shall be acceptable to the Stadium Manager, shall be present at the Work site at all times that any Work is in progress and at any time that any employee or subcontractor of Contractor is present at the Work site. Arrangements for responsible supervision, acceptable to the Stadium Manager, shall be made for emergency Work which may be required. Should Contractor desire to change its Contractor's Representative, Contractor shall provide the information specified above and obtain the Stadium Manager's written approval.

3.17.3 Termination. This Contract may be terminated by Stadium Manager at any time, either with our without cause, by giving Contractor three (3) days advance written notice. In the event of termination by Stadium Manager for any reason other than the fault of Contractor, Stadium Manager shall pay Contractor for all Work performed up to that time as provided herein. In the event of breach of the Contract by Contractor, Stadium Manager may terminate the Contract immediately without notice, may reduce payment to Contractor in the amount necessary to offset Stadium Manager's resulting damages, and may pursue any other available recourse against Contractor. Contractor may not terminate this Contract except for cause. In the event this Contract is terminated in whole or in part as provided, Stadium Manager may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. Further, if this Contract is terminated as provided, Stadium Manager may require Contractor to provide all finished or unfinished documents, data, diagrams, drawings, materials or other matter prepared or built by Contractor in connection with its performance of this Contract.

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

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

CONTRACTOR:

Attn: Brent Paulson, Regional Manager
Bear Electrical Solutions, Inc.

[email protected]
STADIUM MANAGER:

General Manager
Forty Niners Stadium Management Company LLC
[email protected]

Contract Number: 10050-B
With copy to:

Legal Affairs
Forty Niners Stadium Management Company LLC
[email protected]
Any such notice or communication shall be deemed to have been given on the day such notice or communication is sent electronically, provided the sender has received a confirmation of such electronic transmission. A Party may, for purposes of this Agreement, change its email address or the person to whom a notice or other communication is marked to the attention of, by giving notice of such change to the other Party pursuant to this Section 3.17.6.

3.17.7 Time of Essence. Time is of the essence in the performance of this Contract.

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

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

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

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

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

3.17.13 [Reserved]

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

3.17.15 Conflict of Interest. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working

Contract Number: 10050-B
solely for Contractor, to solicit or secure this Contract. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, Stadium Manager shall have the right to rescind this Contract without liability. For the term of this Contract, no official, officer or employee of Stadium Manager, during the term of his or her service with Stadium Manager, shall have any direct interest in this Contract, or obtain any present or anticipated material benefit arising therefrom. In addition, Contractor agrees to file, or to cause its employees or subcontractors to file, a Statement of Economic Interest with the Stadium Manager's Filing Officer as required under state law in the performance of the Work.

3.17.16 Certification of License.

3.17 .16.1 Contractor certifies that as of the date of execution of this Contract, Contractor has a current contractor's license of the classification indicated below under Contractor's signature.

3.17.16.2 Contractors are required by law to be licensed and regulated by the Contractors' State License Board which has jurisdiction to investigate complaints against contractors if a complaint regarding a patent act or omission is filed within four (4) years of the date of the alleged violation . A complaint regarding a latent act or omission pertaining to structural defects must be filed within ten (10) years of the date of the alleged violation. Any questions concerning a contractor may be referred to the Registrar, Contractors' State License Board, P.O. Box 26000, Sacramento, California 95826.

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

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

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

3.17.20 Stadium Manager's Right to Employ Other Contractors. Stadium Manager reserves right to employ other contractors in connection with this Project or other projects.
[SIGNATURES ON NEXT PAGE]

Contract Number: 10050-B

SIGNATURE PAGE FOR ON-CALL REPAIR CONTRACT

BETWEEN THE FORTY NINERS STADIUM MANAGEMENT COMPANY LLC AND BEAR ELECTRICAL SOLUTIONS, INC.

IN WITNESS WHEREOF, the Parties have entered into this Contract as of the Fifth day of May, 2021 .

FORTYNINERS STADIUM

MANAGEMENTCOMPANYLLC
By:

Ji/ Mercurio /
ecutive Vice President &
General Manager
ATTEST:

BEAR ELECTRICAL SOLUTIONS, INC.

By:

Its:

Printed Name: ~Bge;r.,., OVN"Clol\/

Contract Number: 10050-B
EXHIBIT "A"

SCOPE OF WORK
A. SCOPE OF WORK
Troubleshoot, repair, remove and install electrical equipment and components, typically found in a large sports stadium, rated at less than 60KV. This work will be performed via issuance of a Task Order (defined elsewhere in this solicitation). The work assigned to Contractor will be designated with one of the following "priority levels" which will indicate the urgency of the work and the Contractor's response time:

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

The Contractor shall provide trained technicians with the appropriate tools and testing equipment for scheduled maintenance, safety inspection, and safety testing as required. The Contractor shall maintain all necessary licenses to perfonn the work specified herein. The Contractor will be responsible for supplying all necessary equipment (including aerial lifts), tools, consumables, material, labor, and supplies required to perform the work described herein.

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

1. Electrical power work, and communications cabling, including, but not limited, to the following:
a. Power connections for electric-powered equipment;

Contract Number: 10050-B
b. Circuit breaker replacement;
c. Disconnect replacement;
d. Fuse replacement;
e. Conduit repair and installation, including PVC coated rigid conduit and fittings, PVC, flexible conduit, etc.;
f. Wire and electrical cable repair and installation, including copper, aluminum, all insulation and wire types;
g. Transformer removal and replacement;
h. Sub-panel removal and replacement;
i. Electrical devices, including receptacles, switches, etc. Repair, removal or replacement;
j. Motor, starters, controllers, and variable frequency drives. Repair, removal or replacement;
k. Automatic transfer switches;

1. UPS systems and clean power systems, low/medium voltage distribution systems, electrical grounding systems. Trouble shoot and repair; replace batteries as necessary;
m. Troubleshoot and repairs to back-up power systems;
n. Install or repair electric vehicle charging equipment; o. Repairs to computer power floor cables and connections, under carpet raceways, connections to electrified furniture partitions, electrical devices and trim; p. Work in electric duct banks; and
q. Fiber optic cable repair, replacement, installation.

2. Lighting and physical security work, including, but not limited to, the following:
a. Indoor and outdoor lighting repairs and installations, including exterior pole mounted fixtures, and sports field lighting; b. Lamp removal and replacement, including HID, fluorescent, incandescent, etc.; c. Ballast removal and replacement, including HID, fluorescent, etc.; d. New lighting fixture installation, all types;
e. Lighting control work. Contractors must have experience with a variety oflighting control systems, including Lutron and Crestron control systems;
f. Provision of temporary lighting, as necessary; and
g. Conduit and related work for parking lighting, rolling gates, and other related electrical equipment.

3. Testing & Maintenance :
a. Arc Flash assessment;
b. Infrared inspection;
c. Coordination study;
d. Switch gear testing;
e. Emergency generator testing;
f. Power monitoring;
g. Motor control center cleaning; and
h. Ground fault testing.

Contract Number: 10050-B
B. GENERAL REQUIREMENTS

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

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

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

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

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

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

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

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

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

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

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

Contract Number: 10050-B
requirements.

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

13. Contractor is required to provide personal protective equipment (PPE) to perform the work and follow the Public Health Orders issued by the Santa Clara County Health Department related to Novel Coronavirus (COVID-19). The Public Health Order updates can be accessed online at https://www.sccgov.org/sites/covidl9/Pages/pub1ichealth-orders. aspx

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

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

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

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

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

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

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

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

Contract Number: 10050-B

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

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

Contract Number: 10050-B
EXHIBIT "B"

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

EXHIBIT "C"

SPECIAL CONDITIONS
ARTICLE 1. BONDS
Contract Number: 10050-B
Within ten (10) calendar days from the date the Contractor is notified of award of the Contract, the Contractor shall deliver to the Stadium Manager four identical counterparts of the Performance Bond and Payment Bond on the forms supplied by the Stadium Manager and included as Exhibit "F" to the Contract. Failure to do so may, in the sole discretion of Stadium Manager, result in the forfeiture of Contractor's bid security. The surety supplying the bond must be an admitted surety insurer, as defined in Code of Civil Procedure Section 995.120, authorized to do business as such in the State of California and satisfactory to the Stadium Manager. The Performance Bond and the Payment Bond shall be for one hundred percent (100%) of the Total Contract Price.

Contract Number: 10050-B
EXHIBIT "D"

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

BEAR ELECTRICAL SOLUTIONS, INC.

By:

Signature
~
~P£f2T fvs. uN q DN
Name (Print)
Title (Print)

Contract Number: 10050-B
EXHIBIT "E"

PUBLIC WORKS CONTRACTOR REGISTRATION CERTIFICATION
Pursuant to Labor Code Sections 1725.5 and 1771 .1, all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter into a contract to perform public work must be registered with the Department of Industrial Relations. See http://www.dir.ca.gov/PublicWorks/PublicWorks.html for additional information.

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

Contractor hereby certifies that it is aware of the registration requirements set forth in Labor Code Sections 1725.5 and 1771.1 and is currently registered as a contractor with the Department of Industrial Relations. 1
Name of Contractor: 'Bie~~ t lEctY,\ c..~\.. ~ b lu 11 D I\J ~, \NC..

DIR Registration Number: \ 000002 \ S' cg
DIR Registration Expiration: l9 \ 3o \ 20 '). "').

Small Project Exemption: __ Yes or _j__ No
Unless Contractor is exempt pursuant to the small project exemption, Contractor further acknowledges:
• Contractor shall maintain a current DIR registration for the duration of the project. • Contractor shall include the requirements of Labor Code Sections 1725.5 and 1771.1 in its contract with subcontractors and ensure that all subcontractors are registered at the time of bid opening and maintain registration status for the duration of the project. • Failure to submit this form or comply with any of the above requirements may result in a finding that the bid is non-responsive.

Nameo!Con~IC.A\_ ~c:,l,uTJpNS 1 \ .;c.. .

Signature ________________________ _
Name and Title 1?-o&I?t ,\svNC-tQI\J . V ,ex p~$.rD~ NJ Dated. __ ':>--1\,--3~ \1--' '1,-0 '--"-"2---'-\ ___________ _ 1 If the Project is exempt from the contractor registration requirements pursuant to the small project exemption under Labor Code Sections 1725 .5 and 1771.1, please mark "Yes" in response to "Small Project Exemption."

Contract Number: 10050-B
EXHIBIT "F"

PAYMENT AND PERFORMANCE BONDS

ATTACHED BEHIND THIS PAGE

Executed in Duplicate

PERFORMANCE BOND
KNOW ALL PERSONS BY THESE PRESENTS:

Contract Number: 10050-B
Bond No. 0798224
Premium: $9,328.00
THAT WHEREAS, the Forty Niners Stadium Management Company LLC (hereinafter referred to as "Stadium Manager") has awarded to Bear Electrical Solutions, ln9.(hereinafter referred to as the "Contractor") a California corporation, an agreement for Levi's Stadium On-Call Electrical (hereinafter referred to as the "Project").

Maintenance and Repair Contract
WHEREAS, the work to be performed by the Contractor is more particularly set forth in the Contract Documents for the Project dated May 5, 2021 , (hereinafter referred to as "Contract Documents"), the terms and conditions of which are expressly incorporated herein by reference; and
WHEREAS, the Contractor is required by said Contract Documents to perform the terms thereof and to furnish a bond for the faithful performance of said Contract Documents.

Now THEREFORE Bear Electrical Solutions, Inc. d . d C t t d , , we, ______ _, me un ers,gne on rac or an Harco National Insurance Company as Surety, a corporation organized and duly authorized to transact business under the laws of the State of California, are held and firmly bound unto the Stadium Manager in the sum of Seven Hundred Fifty Thousand and 001100 DOLLARS, ($750,000.00 ), said sum being not less than one hundred percent (100%) of the total amount of the Contract, for which amount well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents.

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

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

Nothing herein shall limit the Stadium Manager's rights or the Contractor or Surety's obligations under the Contract, law or equity, including, but not limited to, California Code of Civil Procedure Section 337.15.

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

Bond No. 0798224
Contract Number: 10050-B
(1) Take over and complete the Project in accordance with all terms and conditions in the Contract Documents; or
(2) Obtain a bid or bids for completing the Project in accordance with all terms and conditions in the Contract Documents and upon determination by Surety of the lowest responsive and responsible bidder, arrange for a Contract between such bidder, the Surety and the Stadium Manager, and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term "balance of the contract price" as used in this paragraph shall mean the total amount payable to Contractor by the Stadium Manager under the Contract and any modification thereto, less any amount previously paid by the Stadium Manager to the Contractor and any other set offs pursuant to the Contract Documents.
(3) Permit the Stadium Manager to complete the Project in any manner consistent with local, California and federal law and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term "balance of the contract price" as used in this paragraph shall mean the total amount payable to Contractor by the Stadium Manager under the Contract and any modification thereto, less any amount previously paid by the Stadium Manager to the Contractor and any other set offs pursuant to the Contract Documents.

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

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

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

IN WITNESS WHEREOF, we have hereunto set our hands and seals this 28th day of April 2021 ).
(Corporate Seal) Bear Electrical Solutions, Inc.

Bond No. 0798224
Contract Number: 10050-B
Harco National Insurance Company
(Corporate Seal) Surety
By~
Yvonne Ron gttoto-Attorney-in-Fact
Signatures of those signing for the Contractor and Surety must be notarized and evidence of corporate authority attached.
(Attach Attorney-in-Fact Certificate) Title _A_t_to_rn_e~y_-i_n-_F_ac_t ________ _ The rate of premium on this bond is $12.44 per thousand. The total amount of premium charges, $_9 ..... ,3_2_8_.o_o __________ _
(The above must be filled in by corporate attorney.)

THIS IS A REQUIRED FORM
Any claims under this bond may be addressed to:
(Name and Address of Surety) Harco National Insurance Company 2999 Oak Rd., #820
Walnut Creek, CA 94597
(Name and Address of Agent or Vivian Imperial
Representative for service of
process in California, if different
from above)
818 West Seventh, Suite 930, Los Angeles, CA 90017
Surety: (925) 256-8760
(Telephone number of Surety and Agent for Service: (213) 627-8252 Agent or Representative for service
of process in California)
NOTE: A copy of the Power-of-Attorney authorizing the person signing on behalf of the Surety to do so must be attached hereto.

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CML CODE§ 1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of Santa Clara )
On 05/03/2021 before me, Sandra Hernandez, Notary Public Date Here Insert Name and Title of the Officer
personally appeared Robert Asuncion
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity0es), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

SANDRA VANESSA HERNANDEZ
Notary Public • California z
Santa Clara County ~
Commission# 2350852 -
y Comm. Expires Mar 10, 2025
Place Notary Seal Above
I certify under PENAL TY OF PERJURY under the laws
of the State of California that the foregoing paragraph is true and correct.

WITNESS my and official seal.

Signature o
---------------OPTIONAL---------------
Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this fonn to an unintended document.

Description of Attached Document
Title or Type of Document: _________________________ _
Document Date: ___________________ Number of Pages: _____ _ Signer(s) Other Than Named Above: ______________________ _ Capacity(ies) Claimed by Signer(s)
Signer's Name: ___________ _ Signer's Name: ___________ _ □ Corporate Officer - Title(s): ______ _ D Corporate Officer - Title(s): ______ _ □ Partner - □ Limited □ General □ Partner - □ Limited □ General □ Individual □ Attorney in Fact □ Individual □ Attorney in Fact □ Trustee □ Guardian or Conservator □ Trustee □ Guardian or Conservator Other: _____________ _ Other: _____________ _ Signer Is Representing: _________ _ Signer Is Representing: ________ _ ,'l(,'<X,'<-X;.U,.t(,."U(,,."'C(,'<X;,'(3(,'<..l(,'(X.~,g_,~"{;<;.~<t;X,u;.,~~™--Q(;C(,.'U(,'@;,ti,;,'!,&'Q(,-w~~i.X,"'QCQ(,,c<;.'I ©2016 National Notary Association• www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California }
County of ___ C_o_n_t_ra_C_o_st_a _______ .

On before me, ______ C_h_ri_s_tin_a_B_u_rt_o_n .... , N_o_ta_ry.__P_u_b_lic ____ ___, Date Here Insert Nome and Title of the Officer
personally appeared Yvonne Roncagliolo ------------------------------------------------------------------------------ Nome(s) of Signer(s)
----------------------------------------------------------------------------------------------------------------------- who proved to me on the basis of satisfactory evidence to be the person(.81 whose name~ is/afe subscribed to the within instrument and acknowledged to me that he/she/tR,Qy executed the same in h-is/herltheif authorized capacity~. and that by ttts/her/#tetr signature(aron the instrument the personW, or the entity upon behalf of which the pers~m(a) acted, executed the instrument.

Place Notary Seo/ and/or Stamp Above
I certify under PENAL TY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.

WITNESS my hand and official seal.

Signature __ c_ __ ~----· _______ _
Signature of Notary Public

OPTIONAL
Completing this Information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document: ______________ ____________ _ Document Date: ____________________ Number of Pages: ___ _ Sigher(s) Other Than Named Above: ______________________ _ Capacity(ies) Claimed by Signer(s)
Signer's Name: Yvonne Roncagliolo
□ Corporate Officer - Title(s): ______ _
o Partner - o Limited D General
o Individual .llO Attorney in Fact
o Trustee □ Guardian or Conservator
D Other:

Signer Is Representing: ________ _
Sign ' Name: ___________ _
o Corpora fficer - Title(s): ______ _
□ Partner - □ · ed □ General
□ Individual
□ Trustee
□ Other:

Signer is Representing: -------~:--
~~~~-IOOl~~-•~••rasJ.D••••r86•~•••~~~~~oo
©2018 National Notary Association

POWER OF ATTORNEY

HARCO NATIONAL INSURANCE COMPANY

INTERNATIONAL FIDELITY INSURANCE COMPANY
Bond # 0798224
Member companies of IAT Insurance Group, Headquartered: 702 Oberlin Road, Raleigh, North Carolina 27605 KNOW ALL MEN BY THESE PRESENTS: That HARCO NATIONAL INSURANCE COMPANY, a corporation organized and existing under the laws of the State of Illinois, and INTERNATIONAL FIDELITY INSURANCE COMPANY, a corporation organized and existing under the laws of the State of New Jersey, and having their principal offices located respectively in the cities of Rolling Meadows, Illinois and Newark, New Jersey, do hereby constitute and appoint
VALERIE GARCIA, CHRISTINA BURTON, ALICIA DASS, PETER TAM, KELLY HOLTEMANN, THOMAS E. HUGHES, CHARLES R. SHOEMAKER, MARK M. MUNEKAWA, NERISSA S. BARTOLOME, JOAN DELUCA, SARA RIDGE, PATRICK R. DIEBEL, YVONNE RONCAGLIOLO San Francisco, CA
their true and lawful attorney(s)-ln-fact to execute, seal and deliver for and on Its behalf as surety, any and all bonds and undertakings, contracts of Indemnity and other writings obligatory in the nature thereof, which are or may be allowed, required or permitted by law, statute, rule, regulation, contract or otherwise, and the execution of such instrument(s) in pursuance of these presents, shall be as binding upon the said HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY, as fully and amply, to all intents and purposes, as if the same had been duly executed and acknowledged by their regularly elected officers at their principal offices.

This Power of Attorney is executed, and may be revoked, pursuant to and by authority of the By-Laws of HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY and is granted under and by authority of the following resolution adopted by the Board of Directors of INTERNATIONAL FIDELITY INSURANCE COMPANY at a meeting duly held on the 13th day of December, 2018 and by the Board of Directors of HARCO NATIONAL INSURANCE COMPANY at a meeting held on the 13th day of December, 2018. "RESOLVED, that (1) the Chief Executive Officer, President, Executive Vice President, Senior Vice President, Vice President, or Secretary of the Corporation shall have the power to appoint, and to revoke the appointments of, Attorneys-In-Fact or agents with power and authority as defined or limited in their respective powers of attorney, and to execute on behalf of the Corporation and affix the Corporation's seal thereto, bonds, undertakings, recognizances, contracts of Indemnity and other written obligations in the nature thereof or related thereto; and (2) any such Officers of the Corporation may appoint and revoke the appointments of joint-control custodians, agents for acceptance of process, and Attorneys-in-fact with authority to execute waivers and consents on behalf of the Corporation; and (3) the signature of any such Officer of the Corporation and the Corporation's seal may be affixed by facsimile to any power of attorney or certification given for the execution of any bond, undertaking, recognizance, contract of Indemnity or other written obligation in the nature thereof or related thereto, such signature and seals when so used whether heretofore or hereafter, being hereby adopted by the Corporation as the original signature of such officer and the original seal of the Corporation, to be valid and binding upon the Corporation with the same force and effect as though manually affixed."
IN WITNESS WHEREOF, HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY have each executed and attested these presents on this 31st day of December, 2019

ST ATE OF NEW JERSEY
County of Essex
Kenneth Chapman

STATE OF ILLINOIS
County of Cook
Executive Vice President, Harco National Insurance Company and International Fidelity Insurance Company
On this 31st day of December, 2019 , before me came the Individual who executed the preceding Instrument, to me personally known, and, being by me duly sworn, said he is the therein described and authorized officer of HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY; that the seals affixed to said instrument are the Corporate Seals of said Companies; that the said Corporate Seals and his signature were duly affixed by order of the Boards of Directors of said Companies.

IN TESTIMONY WHEREOF, I have hereunto set my hand affixed my Official Seal, at the City of Newark, New Jersey the day and year first above written.

CERTIFICATION
Shirelle A. Outley a Notary Public of New Jersey
My Commission Expires April 4, 2023
I, the undersigned officer of HARCO NATIONAL INSURANCE COMPANY and INTERNA llONAL FIDELITY INSURANCE COMPANY do hereby certify that I have compared the foregoing copy of the Power of Attorney and affidavit, and the copy of the Sections of the By-Laws of said Companies as set forth in said Power of Attorney, with the originals on file in the home office of said companies, and that the same are correct transcripts thereof, and of the whole of the said originals, and that the said Power of Attorney has not been revoked and is now in full force and effect.

IN TESTIMONY WHEREOF, I have hereunto set my hand on this day, April 28, 2021 A00467
Irene Martins, Assistant Secretary
Executed in Duplicate

PAYMENT BOND
KNOW ALL MEN BY THESE PRESENTS That
Bond No. 0798224
Premium: Included in Performance Bond
Contract Number: 10050-B
WHEREAS, the Forty Niners Stadium Management Company LLC (hereinafter designated as the "Stadium Man~~er"), by action taken or a resolution passed May 5 , 201.L_has awarded to '§~f~tf:c!~~~\i°c.1 hereinafter designated as the "Principal," a contract for the work described as follows:
_L_ev_i_'s_s_ta_d_iu_m_o_n_-c_a_n_E_le_c_tr_ic_a_l _M_ai_n_te_n_a_nc_e_a_n_d_R_e_p_a_ir_c_o_nt_r_ac_t __ (the "Project"); and WHEREAS, the work to be performed by the Principal is more particularly set forth in the Contract Documents for the Project dated May 5, 2021 ("Contract Documents"), the terms and conditions of which are expressly incorporated by reference; and WHEREAS, said Principal is required to furnish a bond in connection with said contract; providing that if said Principal or any of its Subcontractors shall fail to pay for any materials, provisions, provender, equipment, or other supplies used in, upon, for or about the performance of the work contracted to be done, or for any work or labor done thereon of any kind, or for amounts due under the Unemployment Insurance Code or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of said Principal and its Subcontractors with respect to such work or labor the Surety on this bond will pay for the same to the extent hereinafter set forth.

NOW THEREFORE, we, the Principal and Harco National Insurance Company as Surety, are held and firmly bound unto the Stadium Manager in the penal sum of Seven Hundred Fifty Thousand and 0011 o, _______ Dollars ($750,000.00 ) lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH that if said Principal, his or its subcontractors, heirs, executors, administrators, successors or assigns, shall fail to pay any of the persons named in Section 9100 of the Civil Code, fail to pay for any materials, provisions or other supplies, used in, upon, for or about the performance of the work contracted to be done, or for any work or labor thereon of any kind, or amounts due under the Unemployment Insurance Code with respect to work or labor performed under the contract, or for any amounts required to be deducted, Vi.'.ithheld, and paid over to the Employment Development Department or Franchise Tax Board from the wages of employees of the contractor and his subcontractors pursuant to Section 18663 of the Revenue and Taxation Code, with respect to such work and labor the Surety or Sureties will pay for the same, in an amount not exceeding the sum herein above specified.

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

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

Bond No. 0798224
Contract Number: 10050-B
attempted rescission of the contract, agreement or bond, nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to recover under any such contract or agreement or under the bond, nor by any fraud practiced by any person other than the claimant seeking to recover on the bond and that this bond be construed most strongly against the Surety and in favor of all persons for whose benefit such bond is given, and under no circumstances shall Surety be released from liability to those for whose benefit such bond has been given, by reason of any breach of contract between the owner or Stadium Manager and original contractor or on the part of any obligee named in such bond, but the sole conditions of recovery shall be that claimant is a person described in Section 9100 of the Civil Code, and has not been paid the full amount of his claim and that Surety does hereby waive notice of any such change, extension of time, addition, alteration or modification herein mentioned and the provisions of Sections 2819 and 2845 of the California Civil Code.

IN WITNESS WHEREOF, we have hereunto set our hands and seals this 28th day of April , 20 21,
(Corporate Seal)
(Corporate Seal)
By __________________ _
~~ ~UN.LlON
Title \(\tt ~\be r{I:

Harco National Insurance Company
Surety
Yvonne By Roncag7oio.Attomey-in-Fact ~
Title Attorney-in-Fact
Signatures of those signing for the Contractor and Surety must be notarized and evidence of corporate authority attached. A Power-of-Attorney authorizing the person signing on behalf of the Surety to do so much be attached hereto.

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

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of Santa Clara
On 05/03/2021 before me, Sandra Hernandez, Notary Public Date Here Insert Name and Title of the Officer
personally appeared Robert Asuncion
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

SANDRA VANESSA HERNANDEZ
Notary Public • California z
Santa Clara County ~
Commission I 2350852
y Comm. Expires Mar 10, 2025
Place Notary Sea/ Above
I certify under PENAL TY OF PERJURY under the laws
of the State of California that the foregoing paragraph is true and correct.

WITNESS my h<>ndl...<>n
---------------OPTIONAL---------------
Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
lltle or Type of Document: ___________________________ _ Document Date: ___________________ Number of Pages: _____ _ Signer(s) Other Than Named Above: _______________________ _ Capacity(ies) Claimed by Signer(s)
Signer's Name: ___________ _ Signer's Name: ___________ _ □ Corporate Officer - Trtle(s): ______ _ D Corporate Officer - Title(s): ______ _ □ Partner - □ Limited D General D Partner - D Limited □ General D Individual D Attorney in Fact D Individual D Attorney in Fact □ Trustee D Guardian or Conservator D Trustee D Guardian or Conservator D Other: ____________ _ D Other. _____________ _
Signer Is Representing: _________ _ Signer Is Representing: ________ _ ,X)g;,'C,(;Q(,"W-~'ll<:.'C(;;C(.."'@.;g.;.'§(,~~'U(;l(l(;%~~~<m~w%-c<.'@i..SQ41X.®'@>! ©2016 National Notary Association • www.NationalNotary.org • 1-800-US NOT ARY (1-800-876-6827) Item #5907 CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
86ll~IOOll[l181(lllf.lOOl8D{llOIO:flOl~t000ff.f)lf}IIJl8Dl~IBOIIJ8tJIIOIJOOlf~IOOl31/000IJ~K6cOIOO(~~ A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California }
County of ___ C_o_n_t_ra_C_o_s_ta ______ _
before me, _ _ ____ C_h_ri_s_tin_a_ B_u_rt_o_n-, _N_o_ta_ry_ P_u_b_li_c ____ _, Date Here Insert Name and Title of the Officer
Yvonne Roncagliolo --------------------------------------------------------- personally appeared ------------------------------- Name(s) of Signer(s) --------------------------------------------------------------------------------------------------------------.. -· who proved to me on the basis of satisfactory evidence to be the person~ whose name~ is/afe subscribed to the within instrument and acknowledged to me that he/she/~ executed the same in hfs/her/thetf authorized capacity{iesj, and that by hts/her/#teir signature~on the instrument the person(8r, or the entity upon behalf of which the pers~m~ acted, executed the instrument.

Place Notary Seal and/or Stamp Above
I certify under PENAL TY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.

WITNESS my hand and official seal.
signature _ ___C6-tivf2-- ________ _ _ _ _
Signature of Notary Public

OPTIONAL
Completing this Information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document: __________________________ _ Document Date: ____________________ Numberof Pages: ___ _ Sigher(s) Other Than Named Above: _______________________ _ Capacity(ies) Claimed by Signer(s)
Signer's Name: Yvonne Roncagliolo
□ Corporate Officer - Title(s): ______ _
□ Partner - D Limited D General
□ Individual igi Attorney in Fact
□ Trustee o Guardian or Conservator
□ Other:

Signer Is Representing: ________ _
Sign ' Name: __________ _ _
o Corpora fficer - Title(s): _ _____ _
o Partner - □ · ed □ General
□ Individual
□ Trustee
D Other:

Signer is Representing: - - ------'""'-.:::-
~-~~rl8l9~-~-~-----rl'I00:!0600~[¥.0.: ~.1CO:{t.U$Ollll:0000,,3900$!.~ ©2018 National Notary Association

POWER OF ATTORNEY

HARCO NATIONAL INSURANCE COMPANY

INTERNATIONAL FIDELITY INSURANCE COMPANY
Bond # 0798224
Member companies of IAT Insurance Group, Headquartered: 702 Oberlin Road, Raleigh, North Carolina 27605 KNOW ALL MEN BY THESE PRESENTS: That HARCO NATIONAL INSURANCE COMPANY, a corporation organized and existing under the laws of the State of Illinois, and INTERNATIONAL FIDELITY INSURANCE COMPANY, a corporation organized and existing under the laws of the State of New Jersey, and having their principal offices located respectively in the cities of Rolling Meadows, Illinois and Newark, New Jersey, do hereby constitute and appoint
VALERIE GARCIA, CHRISTINA BURTON, ALICIA DASS, PETER TAM, KELLY HOL TEMANN, THOMAS E. HUGHES, CHARLES R. SHOEMAKER, MARK M. MUNEKAWA, NERISSA S. BARTOLOME, JOAN DELUCA, SARA RIDGE, PATRICK R. DIEBEL, YVONNE RONCAGLIOLO San Francisco, CA
their true and lawful attorney(s)-ln-fact to execute, seal and deliver for and on Its behalf as surety, any and all bonds and undertakings, contracts of indemnity and other writings obligatory In the nature thereof, which are or may be allowed, required or permitted by law, statute, rule, regulation, contract or otherwise, and the execution of such lnstrument(s) in pursuance of these presents, shall be as binding upon the said HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY, as fully and amply, to all intents and purposes, as if the same had been duly executed and acknowledged by their regularly elected officers at their principal offices.

This Power of Attorney Is executed, and may be revoked, pursuant to and by authority of the By-Laws of HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY and is granted under and by authority of the following resolution adopted by the Board of Directors of INTERNATIONAL FIDELITY INSURANCE COMPANY at a meeting duly held on the 13th day of December, 2018 and by the Board of Directors of HARCO NATIONAL INSURANCE COMPANY at a meeting held on the 13th day of December, 2018. "RESOLVED, that (1) the Chief Executive Officer, President, Executive Vice President, Senior Vice President, Vice President, or Secretary of the Corporation shall have the power to appoint, and to revoke the appointments of, Attorneys-In-Fact or agents with power and authority as defined or limited in their respective powers of attorney, and to execute on behalf of the Corporation and affix the Corporation's seal thereto, bonds, undertakings, recognizances, contracts of indemnity and other written obligations in the nature thereof or related thereto; and (2) any such Officers of the Corporation may appoint and revoke the appointments of joint-control custodians, agents for acceptance of process, and Attorneys-in-fact with authority to execute waivers and consents on behalf of the Corporation; and (3) the signature of any such Officer of the Corporation and the Corporation's seal may be affixed by facsimile to any power of attorney or certification given for the execution of any bond, undertaking, recognizance, contract of indemnity or other written obligation in the nature thereof or related thereto, such signature and seals when so used whether heretofore or hereafter, being hereby adopted by the Corporation as the original signature of such officer and the original seal of the Corporation, to be valid and binding upon the Corporation with the same force and effect as though manually affixed."
IN WITNESS WHEREOF, HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY have each executed and attested these presents on this 31st day of December, 2019

STATE OF NEW JERSEY
County of Essex
Kenneth Chapman

STATE OF ILLINOIS
County of Cook
Executive Vice President, Harco National Insurance Company and international Fidelity Insurance Company
On this 31st day of December, 2019 , before me came the individual who executed the preceding instrument, to me personally known, and, being by me duly sworn, said he is the therein described and authorized officer of HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY; that the seals affixed to said instrument are the Corporate Seals of said Companies; that the said Corporate Seals and his signature were duly affixed by order of the Boards of Directors of said Companies.

IN TESTIMONY WHEREOF, I have hereunto set my hand affixed my Official Seal, at the City of Newark, New Jersey the day and year first above written.

CERTIFICATION
Shirelie A. Outley a Notary Public of New Jersey
My Commission Expires April 4, 2023
I, the undersigned officer of HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY do hereby certify that I have compared the foregoing copy of the Power of Attorney and affidavit, and the copy of the Sections of the By-Laws of said Companies as set forth in said Power of Attorney, with the originals on file in the home office of said companies, and that the same are correct transcripts thereof, and of the whole of the said originals, and that the said Power of Attorney has not been revoked and is now in full force and effect.

IN TESTIMONY WHEREOF, I have hereunto set my hand on this day, April 28, 2021 A00467
Irene Martins, Assistant Secretary
Contract Number: 10050-B
EXHIBIT "G"

RATE SCHEDULE
Billable Labor Rates Straight Daily Saturday Sunday &
Time/Weekday Holiday
A Journey Level:
1 COMM & System Installer $120.00 $148.00 $148.00 $176.00 2 COMM & System Tech $128.00 $161.00 $160.00 $195.00
3 Inside Wireman, Technician $182.00 $230.00 $230.00 $275.00 4 Cable Splicer $195.00 $250.00 $250.00 $305.00
5 Material Handler $101.00 $125.00 $125.00 $145.00
6 Material Handler - Fourth Six Months $94.00 $115.00 $115.00 $135.00 7 Material Handler - Third Six Months $90.00 $107.00 $107.00 $125.00 8 Material Handler - Second Six Months $85.00 $100.00 $100.00 $115.00 9 Material Handler- First Six Months $63.00 $77.00 $77.00 $91.00 B Apprentice Level:
1 Electrician, Inside Wireman - 5th period $136.00 $197.00 $197.00 $197.00 2 Electrician, Inside Wireman - 6th period $142.00 $207.00 $207.00 $207.00 3 Electrician, Inside Wireman - 7th period $148.00 $218.00 $218.00 $218.00 4 Electrician, Inside Wireman - 8th period $155.00 $229.00 $229.00 $229.00 5 Electrician, Inside Wireman - 9th period $160.00 $240.00 $240.00 $240.00 6 Electrician, Inside Wireman - 10th period $167.00 $250.00 $250.00 $250.00 C Materials & Consumables Mark-Up from Actual Cost to Contractor is 10% D Equipment Rentals Mark-Up from Actual Cost to Contractor is 10%

Contract Number: 10050-B

1. Materials and Consumables ·
a. Materials (which include replacement parts, new components such as panel boards, transformers, etc. , but does NOT include the cost of small tools) and consumables, which are "minor" materials actually "consumed" during the course of work (such as caulking, solder, tape, etc.) shall be provided to the Stadium Manager at the Contractor's "cost" (meaning what the Contractor paid the supplier) plus an agreed upon mark-up percentage, which would include handling, storage, etc. b. When the Contractor is invoicing for specific task orders, and that invoice includes materials costs, Stadium Manager, at its discretion, may require invoices documenting what the Proposer paid for said materials.
c. If Stadium Manager issues an "emergency" task order, then this requirement may be waived if Stadium Manager so authorizes.

2. Equipment Rental
a. If the Contractor must rent equipment in order to accomplish a Task Order, the price of that equipment to Stadium Manager shall be the Contractor's actual invoice cost for that equipment, plus an agreed upon mark-up percentage. b. If the Contractor owns equipment, then reimbursement for use of that equipment is to be covered in the Contractor's overall Overhead and Profit mark-up, which is a component of the Contractor's billable hourly rates described above.

3. Permit Fees
a. All permit fees shall be pass through charges billed to the Stadium Manager for actual documented costs charged without markup.

Contract Number: 10050-B
EXHIBIT "H"

SAMPLE TASK ORDER FORM
FORTY NINER$ STADIUM MANAGEMENT COMPANY LLC

TASK ORDER
Task Order No.
--~
Contract: Levi's Stadium On-Call Electrical Maintenance and Repair Services Contractor: BEAR ELECTRICAL SOLUTIONS, INC.

The Contractor is hereby authorized to perform the following work subject to the provisions of the Contract identified above:

List any attachments: llNSERT ATTACHMENTS, IF ANY]
Dollar Amount of Task Order: Not to exceed$ -~~ .00 -
Liquidated Damages for this Task Order: $:XXX per day.

Completion Date: 20 ----~
The undersigned Contractor hereby agrees that it will provide all equipment, furnish all materials, except as may be otherwise noted above, and perform all work specified above in accordance with the Contract identified above and will accept as full payment therefore the amount shown above.

FORTY NINERS STADIDM

MANAGEMENTCOMPANYLLC
Dated: _________ _
By: -----------

BEAR ELECTRICAL SOLUTIONS,
INC.

Dated: ----------
By: -----------

ATTACHMENT G

LABOR COMPLIANCE ADDENDUM
Contract Title: Levi's Stadium On-Call Electrical Maintenance and Repair Services CONTRACTOR (Supplier) ~"1. E.\_a.,-W.IC.~ SoLUTI t> IIJ S , INC..

Name and Address \'). S2 ~ $-t"" P, D. Bo~ C\c:l~
Alvtso C,,.-1\ q S"ba'l
This Contract 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. 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 pursuant to 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 Stadium Manager, 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.

The term "certified payroll" shall include all required documentation to comply

Attachment G
Labor Compliance Addendum
with the mandates set forth in Labor Code Section 1720 et seq, as well as any additional documentation requested by the Stadium Manager 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 Stadium Manager, Contractor and all subcontractors shall be required to submit certified payroll 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 Reiations 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 you 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 Stadium Manager for any fines assessed by the California Department of Industrial Relations against the Stadium Manager 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.

B. Audit Rights
All records or documents required to be kept pursuant to this Contract to verify compliance with this Addendum shall be made available for audit at no cost to Stadium Manager, at any time during regular business hours, upon written request. Copies of such records or documents shall be provided to Stadium Manager for audit at Levi 's Stadium 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 Contract.

C. Enforcement

Attachment G
Labor Compliance Addendum

1. Stadium Manager 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., Stadium Manager may continue to hold sufficient funds to cover estimated wages and penalties under the Contract.

2. The Stadium Manager 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 Stadium Manager can withhold all or part of a payment to Contractor until all required documentation is submitted. Any payment by the Stadium Manager 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 Contract or a waiver of the right to withhold payment for any subsequent breach of this Contract.

Stadium Manager, the Santa Clara Stadium Authority, 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.

Stadium Manager
Name: Jim Mercurio
Title: EVP, Stadium Operations and General Manager
[email protected]
Contractor (Supplier)
Name:~ee(l., ~\JI'((.,,\()~
Title: ~ \(x° ~ \ i::f,-J\
Email:~~@ BeAYL,t-\E~\CAl · U
\, ~ Date: 5~ v A Signature:

Attachment G
Labor Compliance Addendum
83666.00002\34306245.1

AMENDMENT NO. 1
TO THE LEVI’S STADIUM ON-CALL ELECTRICAL MAINTENANCE AND REPAIR

CONTRACT

BETWEEN

THE FORTY NINERS STADIUM MANAGEMENT COMPANY, LLC
AND
BEAR ELECTRICAL SOLUTION, INC.

1. Parties and Date.

This Amendment No. 1 to the Levi’s Stadium On-Call Electrical Maintenance and Repair Contract is made and entered into as of this Eighth day of September, 2021, by and between the Forty Niners Stadium Management Company, LLC (“Stadium Manager”) and Bear Electrical Solutions, Inc., a California corporation with its principal place of business at 1341 Archer Street, Alviso, CA 95002 (“Contractor”). Stadium Manager and Contractor are sometimes individually referred to as “Party” and collectively as “Parties.”

2. Recitals.

2.1 Contractor. The Stadium Manager and Contractor have entered into an agreement entitled “Levi’s Stadium On-Call Electrical Maintenance and Repair Contract” (“Agreement”) for the purpose of retaining the services of Contractor to provide on-call stadium electrical maintenance and repair work.

2.2 Amendment Purpose. The Stadium Manager and Contractor desire to amend the Agreement to increase the not-to-exceed compensation amount.

2.3 Amendment Authority. This Amendment No. 1 is authorized pursuant to Section 3.7.1 of the Agreement.

3. Terms.

3.1 Amendment. Section 3.7.1 of the Agreement is hereby amended in its entirety to read as follows:

3.7.1 Amount of Compensation. As consideration for performance of the Work required herein, Contractor shall receive compensation, including authorized reimbursements, for all Work rendered under this Contract at the rates set forth in Exhibit “G” attached hereto and incorporated herein by reference. The maximum compensation for Work to be provided pursuant 











83666.00002\34306245.1

to each Task Order shall be set forth in the relevant Task Order. The total compensation to be provided under this Contract by Stadium Manager to Contract, in the aggregate, shall not exceed Five Hundred Thousand Dollars ($500,000) for the first year of the Contract term and Two Hundred Fifty Thousand Dollars ($250,000) for each subsequent contract year without written approval of the Stadium Manager. The term for subsequent fiscal years shall be conditioned upon approval of the Stadium Authority budget for the applicable fiscal year that includes the amounts due under this Contract.

3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 1. From and after the date of this Amendment No. 1, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 1.

3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1.

3.4 Severability. If any portion of this Amendment No. 1 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
[Signatures on Next Page]












83666.00002\34306245.1

SIGNATURE PAGE FOR AMENDMENT NO. 1 TO LEVI’S STADIUM ON-CALL

ELECTRICAL MAINTENANCE AND REPAIR CONTRACT

BETWEEN THE FORTY NINERS STADIUM MANAGEMENT COMPANY, LLC AND BEAR ELECTRICAL SOLUTION, INC.

FORTY NINERS STADIUM

MANAGEMENT COMPANY, LLC
Approved By:

Jim Mercurio
Executive Vice President & General
Manager

Date
BEAR ELECTRICAL SOLUTION, INC.

Signature

Name

Title

Date























G:·~~
19EB5D2B69D54BB ...
~:;;-a~~ 5DA4558DC559480 ...
83666.00002\34306245.1

AMENDMENT NO. 2
TO THE LEVI’S STADIUM ON-CALL ELECTRICAL MAINTENANCE AND REPAIR

CONTRACT

BETWEEN

THE FORTY NINERS STADIUM MANAGEMENT COMPANY, LLC
AND
BEAR ELECTRICAL SOLUTION, INC.

1. Parties and Date.

This Amendment No. 2 to the Levi’s Stadium On-Call Electrical Maintenance and Repair Contract is made and entered into as of this 28th day of May, 2022, by and between the Forty Niners Stadium Management Company, LLC (“Stadium Manager”) and Bear Electrical Solutions, Inc., a California corporation with its principal place of business at 1341 Archer Street, Alviso, CA 95002 (“Contractor”). Stadium Manager and Contractor are sometimes individually referred to as “Party” and collectively as “Parties.”

2. Recitals.

2.1 Contractor. The Stadium Manager and Contractor have entered into an agreement entitled “Levi’s Stadium On-Call Electrical Maintenance and Repair Contract” (“Agreement”) for the purpose of retaining the services of Contractor to provide on-call stadium electrical maintenance and repair work.

2.2 Amendment Purpose. The Stadium Manager and Contractor desire to amend the Agreement to increase the not-to-exceed compensation amount.

2.3 Amendment Authority. This Amendment No. 2 is authorized pursuant to Section 3.7.1 of the Agreement.

3. Terms.

3.1 Amendment. Section 3.7.1 of the Agreement is hereby amended in its entirety to read as follows:

3.7.1 Amount of Compensation. As consideration for performance of the Work required herein, Contractor shall receive compensation, including authorized reimbursements, for all Work rendered under this Contract at the rates set forth in Exhibit “G” attached hereto and incorporated herein by reference. The maximum compensation for Work to be provided pursuant 







 


 
83666.00002\34306245.1

to each Task Order shall be set forth in the relevant Task Order. The total compensation to be provided under this Contract by Stadium Manager to Contract, in the aggregate, shall not exceed Five Hundred Thousand Dollars ($500,000) for the first year of the Contract term, Six Hundred Seventy Thousand Dollars ($670,000) for the second year of the Contract term, and Two Hundred Fifty Thousand Dollars ($250,000) for each subsequent contract year without written approval of the Stadium Manager. The term for subsequent fiscal years shall be conditioned upon approval of the Stadium Authority budget for the applicable fiscal year that includes the amounts due under this Contract.

3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 2, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 2. From and after the date of this Amendment No. 2, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as amended by Amendment No. 1 and this Amendment No. 2.

3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 2.

3.4 Severability. If any portion of this Amendment No. 2 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
[Signatures on Next Page]








 


 
83666.00002\34306245.1

SIGNATURE PAGE FOR AMENDMENT NO. 2 TO LEVI’S STADIUM ON-CALL

ELECTRICAL MAINTENANCE AND REPAIR CONTRACT

BETWEEN THE FORTY NINERS STADIUM MANAGEMENT COMPANY, LLC AND BEAR ELECTRICAL SOLUTION, INC.

FORTY NINERS STADIUM

MANAGEMENT COMPANY, LLC

Jim Mercurio
Executive Vice President &
General Manager

Date
BEAR ELECTRICAL SOLUTION, INC.

Andrew Bader
Chief Financial Officer

Date








 


 


 


1 oocuSigned by:
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Agreement No:10050-B

AMENDMENT NO. 3
TO THE LEVI’S STADIUM ON-CALL ELECTRICAL MAINTENANCE AND REPAIR

CONTRACT

BETWEEN

THE FORTY NINERS STADIUM MANAGEMENT COMPANY, LLC
AND
BEAR ELECTRICAL SOLUTIONS, INC.

1. Parties and Date.

This Amendment No. 3 to the Levi’s Stadium On-Call Electrical Maintenance and Repair Contract is made and entered into as of this 5th day of May, 2024, by and between the Forty Niners Stadium Management Company, LLC (“Stadium Manager”) and Bear Electrical Solutions, Inc., a California corporation with its principal place of business at 1341 Archer Street, Alviso, CA 95002 (“Contractor”). Stadium Manager and Contractor are sometimes individually referred to as “Party” and collectively as “Parties.”

2. Recitals.

2.1 Contractor. The Stadium Manager and Contractor have entered into an agreement entitled “Levi’s Stadium On-Call Electrical Maintenance and Repair Contract” (“Agreement”) for the purpose of retaining the services of Contractor to provide on-call stadium electrical maintenance and repair work.

2.2 Amendment Purpose. The Stadium Manager and Contractor desire to amend the Agreement to extend the term and increase the not-to-exceed compensation amount.

2.3 Amendment Authority. This Amendment No. 3 is authorized pursuant to Sections 3.3 and 3.7.1 of the Agreement.

3. Terms.

3.1 Amendment. Section 3.3 of the Agreement is hereby amended in its entirety to read as follows:

3.3 Period of Performance and Liquidated Damages. The term of this Contract shall commence on the date first set forth above and expire on May 4, 2025, unless earlier terminated as provided herein. Contractor shall complete the Work within the term of this Contract, and shall meet any other established schedules and deadlines set forth in the Task Order(s). All applicable indemnification provisions of this Contract shall remain in effect following the termination of this Contract. The Parties may, by mutual, written consent, further extend the term of this Contract for one (1) additional one (1) year period. Pursuant to Government Code Section 53069.85, Contractor shall pay to the Stadium Manager as fixed and liquidated damages a fixed dollar amount per day for each and every calendar day of delay beyond any completion schedule, repair DocuSign Envelope ID: 99A71ED8-7619-4109-A113-9E8152A153CE Agreement No:10050-B

schedule or Project milestones established pursuant to the Contract and any Task Order(s). The daily liquidated damages amount will be determined for each separate Task Order and will be set forth in that Task Order.

3.2 Amendment. Section 3.7.1 of the Agreement is hereby amended in its entirety to read as follows:

3.7.1 Amount of Compensation. As consideration for performance of the Work required herein, Contractor shall receive compensation, including authorized reimbursements, for all Work rendered under this Contract at the rates set forth in Exhibit “G-1” attached hereto and incorporated herein by reference. The maximum compensation for Work to be provided pursuant to each Task Order shall be set forth in the relevant Task Order. The total compensation to be provided under this Contract by Stadium Manager to Contractor, in the aggregate, shall not exceed Five Hundred Thousand Dollars ($500,000) for the first year of the Contract term, Six Hundred Seventy Thousand Dollars ($670,000) for the second year of the Contract term, Two Hundred Fifty Thousand Dollars ($250,000) for the third year of the Contract term, and Three Hundred Fifty Thousand Dollars ($350,000) for the fourth year of the Contract term, without written approval of the Stadium Manager. The term for subsequent fiscal years shall be conditioned upon approval of the Stadium Authority budget for the applicable fiscal year that includes the amounts due under this Contract.

3.3 Amendment. Exhibit “G” is hereby deleted in its entirety and replaced with Exhibit “G-1”, a copy of which is attached hereto and incorporated herein by this reference.

3.4 Continuing Effect of Agreement. Except as amended by this Amendment No. 3, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 3. From and after the date of this Amendment No. 3, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as amended by Amendment No. 1, Amendment No. 2, and this Amendment No. 3.

3.5 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 3.

3.6 Severability. If any portion of this Amendment No. 3 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
[Signatures on Next Page]
DocuSign Envelope ID: 99A71ED8-7619-4109-A113-9E8152A153CE Agreement No:10050-B

SIGNATURE PAGE FOR AMENDMENT NO. 3 TO LEVI’S STADIUM ON-CALL

ELECTRICAL MAINTENANCE AND REPAIR CONTRACT

BETWEEN THE FORTY NINERS STADIUM MANAGEMENT COMPANY, LLC AND BEAR ELECTRICAL SOLUTIONS, INC.

FORTY NINERS STADIUM

MANAGEMENT COMPANY, LLC

Peter Wilhelm
Chief Financial Officer

Date

BEAR ELECTRICAL SOLUTIONS,
INC.

Andrew Bader
Chief Financial Officer

Date

DocuSign Envelope ID: 99A71ED8-7619-4109-A113-9E8152A153CE 4/14/2024 4/14/2024
[
DocuSigned by:
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GDocuSigned by:
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Agreement No:10050-B

EXHIBIT “G-1”
RATE SCHEDULE FOR PERIOD 5/5/2024 THROUGH 5/4/2025
Billable Labor Rates Straight
Time/Week
day
Daily Saturday Sunday &
Holiday
A Journey Level:
1 COMM & System Installer $123.84 $152.74 $152.74 $181.63 2 COMM & System Tech $132.10 $166.15 $165.12 $201.24
3 Inside Wireman, Technician $187.82 $237.36 $237.36 $283.80 4 Cable Splicer $201.24 $258.00 $258.00 $314.76
5 Material Handler $104.23 $129.00 $129.00 $149.64
6 Material Handler – Fourth Six
Months $97.01 $118.68 $118.68 $139.32
7 Material Handler – Third Six Months $92.88 $110.42 $110.42 $129.00 8 Material Handler – Second Six
Months $87.72 $103.20 $103.20 $118.68
9 Material Handler – First Six Months $65.02 $79.46 $79.46 $93.91 B Apprentice Level:
1 Electrician, Inside Wireman – 5th
period $140.35 $203.30 $203.30 $203.30
2 Electrician, Inside Wireman – 6th
period $146.54 $213.62 $213.62 $213.62
3 Electrician, Inside Wireman – 7th
period $152.74 $224.98 $224.98 $224.98
4 Electrician, Inside Wireman – 8th
period $159.96 $236.33 $236.33 $236.33
5 Electrician, Inside Wireman – 9th
period $165.12 $247.68 $247.68 $247.68
6 Electrician, Inside Wireman – 10th
period $172.34 $258.00 $258.00 $258.00

C Materials & Consumables Mark-Up from Actual Cost to Contractor is 10% D Equipment Rentals Mark-Up from Actual Cost to Contractor is 10%

1. Materials and Consumables
a. Materials (which include replacement parts, new components such as panel boards, transformers, etc., but does NOT include the cost of small tools) and consumables, which are “minor” materials actually “consumed” during the course of work (such as caulking, solder, tape, etc.) shall be provided to the Stadium Manager at the Contractor’s “cost” (meaning what the Contractor paid the supplier) plus an agreed upon mark-up percentage, which would include handling, storage, etc.

DocuSign Envelope ID: 99A71ED8-7619-4109-A113-9E8152A153CE Agreement No:10050-B

b. When the Contractor is invoicing for specific task orders, and that invoice includes materials costs, Stadium Manager, at its discretion, may require invoices documenting what the Proposer paid for said materials.
c. If Stadium Manager issues an “emergency” task order, then this requirement may be waived if Stadium Manager so authorizes.

2. Equipment Rental
a. If the Contractor must rent equipment in order to accomplish a Task Order, the price of that equipment to Stadium Manager shall be the Contractor’s actual invoice cost for that equipment, plus an agreed upon mark-up percentage.
b. If the Contractor owns equipment, then reimbursement for use of that equipment is to be covered in the Contractor’s overall Overhead and Profit mark-up, which is a component of the Contractor’s billable hourly rates described above.

3. Permit Fees
a. All permit fees shall be pass through charges billed to the Stadium Manager for actual documented costs charged without markup.

DocuSign Envelope ID: 99A71ED8-7619-4109-A113-9E8152A153CE ---
Agreement No:10050-B

AMENDMENT NO. 4
TO THE LEVI’S STADIUM ON-CALL ELECTRICAL MAINTENANCE AND REPAIR

CONTRACT

BETWEEN

THE FORTY NINERS STADIUM MANAGEMENT COMPANY, LLC AND
BEAR ELECTRICAL SOLUTIONS, LLC.

1. Parties and Date.

This Amendment No. 4 to the Levi’s Stadium On-Call Electrical Maintenance and Repair Contract is made and entered into as of this 5th day of May, 2025, by and between the Forty Niners Stadium Management Company, LLC (“Stadium Manager”) and Bear Electrical Solutions, Inc., now operating as Bear Electrical Solutions, LLC, a California limited liability company, with its principal place of business at 1341 Archer Street, Alviso, CA 95002 (“Contractor”). Stadium Manager and Contractor are sometimes individually referred to as “Party” and collectively as “Parties.”

2. Recitals.

2.1 Contractor. The Stadium Manager and Contractor have entered into an agreement entitled “Levi’s Stadium On-Call Electrical Maintenance and Repair Contract” (“Agreement”) for the purpose of retaining the services of Contractor to provide on-call stadium electrical maintenance and repair work.

2.2 Amendment Purpose. The Stadium Manager and Contractor desire to amend the Agreement to extend the term and increase the not-to-exceed compensation amount.

2.3 Amendment Authority. This Amendment No. 4 is authorized pursuant to Sections 3.3 and 3.7.1 of the Agreement.

3. Terms.

3.1 Amendment. Section 3.3 of the Agreement is hereby amended in its entirety to read as follows:

3.3 Period of Performance and Liquidated Damages. The term of this Contract shall commence on the date first set forth above and expire on May 4, 2026, unless earlier terminated as provided herein. Contractor shall complete the Work within the term of this Contract, and shall meet any other established schedules and deadlines set forth in the Task Order(s). All applicable indemnification provisions of this Contract shall remain in effect following the termination of this Contract. Pursuant to Government Code Section 53069.85, Contractor shall pay to the Stadium Manager as fixed and liquidated damages a fixed dollar amount per day for each and every calendar day of delay beyond any completion schedule, repair schedule or Project milestones Agreement No:10050-B

established pursuant to the Contract and any Task Order(s). The daily liquidated damages amount will be determined for each separate Task Order and will be set forth in that Task Order.

3.2 Amendment. Section 3.7.1 of the Agreement is hereby amended in its entirety to read as follows:

3.7.1 Amount of Compensation. As consideration for performance of the Work required herein, Contractor shall receive compensation, including authorized reimbursements, for all Work rendered under this Contract at the rates set forth in Exhibit “G-2” attached hereto and incorporated herein by reference. The maximum compensation for Work to be provided pursuant to each Task Order shall be set forth in the relevant Task Order. The total compensation to be provided under this Contract by Stadium Manager to Contractor, in the aggregate, shall not exceed Five Hundred Thousand Dollars ($500,000) for the first year of the Contract term, Six Hundred Seventy Thousand Dollars ($670,000) for the second year of the Contract term, Two Hundred Fifty Thousand Dollars ($250,000) for the third year of the Contract term, Three Hundred Fifty Thousand Dollars ($350,000) for the fourth year of the Contract term, and Two Hundred Fifty Thousand Dollars ($250,000) for the fifth year of the Contract Term.

3.3 Amendment. Exhibit “G-1” is hereby deleted in its entirety and replaced with Exhibit “G-2”, a copy of which is attached hereto and incorporated herein by this reference.

3.4 Continuing Effect of Agreement. Except as amended by this Amendment No. 4, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 4. From and after the date of this Amendment No. 4, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and this Amendment No. 4.

3.5 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 4.

3.6 Severability. If any portion of this Amendment No. 4 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
[Signatures on Next Page]
Agreement No:10050-B

SIGNATURE PAGE FOR AMENDMENT NO. 4 TO LEVI’S STADIUM ON-CALL

ELECTRICAL MAINTENANCE AND REPAIR CONTRACT

BETWEEN THE FORTY NINERS STADIUM MANAGEMENT COMPANY, LLC AND BEAR ELECTRICAL SOLUTIONS, LLC.

FORTY NINERS STADIUM

MANAGEMENT COMPANY LLC
Francine Melendez Hughes
Executive Vice President and General Manager
Date

BEAR ELECTRICAL SOLUTIONS, LLC
Andrew Bader
Chief Financial Officer
Date
Agreement No:10050-B

EXHIBIT “G-2”
RATE SCHEDULE FOR PERIOD 5/5/2025 THROUGH 5/4/2026
Billable Labor Rates Straight
Time/Week
day
Daily Saturday Sunday &
Holiday
A Journey Level:
1 COMM & System Installer $127.55 $157.32 $157.32 $192.22 2 COMM & System Tech $136.06 $171.13 $170.07 $207.28
3 Inside Wireman, Technician $193.45 $244.48 $244.48 $292.31 4 Cable Splicer $207.27 $ 265.74 $265.74 $324.28
5 Material Handler $107.35 $132.87 $132.87 $154.13
6 Material Handler – Fourth Six Months
$99.92 $122.24 $122.24 $143.50
7 Material Handler – Third Six Months $95.66 $113.73 $113.73 $132.87 8 Material Handler – Second Six
Months $90.35 $106.30 $106.30 $122.24
9 Material Handler – First Six Months $66.97 $ 81.84 $81.84 $96.73 B Apprentice Level:
1 Electrician, Inside Wireman – 5th
period $144.56 $209.40 $209.40 $ 209.40
2 Electrician, Inside Wireman – 6th
period $150.93 $ 220.02 $220.02 $ 220.02
3 Electrician, Inside Wireman – 7th
period $157.32 $231.73 $231.73 $231.73
4 Electrician, Inside Wireman – 8th
period $ 164.76 $243.42 $243.42 $243.42
5 Electrician, Inside Wireman – 9th
period $ 170.07 $255.11 $255.11 $255.11
6 Electrician, Inside Wireman – 10th
period $ 177.51 $265.74 $265.74 $265.74
C Materials & Consumables Mark-Up from Actual Cost to Contractor is 10% D Equipment Rentals Mark-Up from Actual Cost to Contractor is 10% Agreement No:10050-B

1. Materials and Consumables
a. Materials (which include replacement parts, new components such as panel boards, transformers, etc., but does NOT include the cost of small tools) and consumables, which are “minor” materials actually “consumed” during the course of work (such as caulking, solder, tape, etc.) shall be provided to the Stadium Manager at the Contractor’s “cost” (meaning what the Contractor paid the supplier) plus an agreed upon mark-up percentage, which would include handling, storage, etc.
b. When the Contractor is invoicing for specific task orders, and that invoice includes materials costs, Stadium Manager, at its discretion, may require invoices documenting what the Proposer paid for said materials.
c. If Stadium Manager issues an “emergency” task order, then this requirement may be waived if Stadium Manager so authorizes.

2. Equipment Rental
a. If the Contractor must rent equipment in order to accomplish a Task Order, the price of that equipment to Stadium Manager shall be the Contractor’s actual invoice cost for that equipment, plus an agreed upon mark-up percentage.
b. If the Contractor owns equipment, then reimbursement for use of that equipment is to be covered in the Contractor’s overall Overhead and Profit mark-up, which is a component of the Contractor’s billable hourly rates described above.

3. Permit Fees
a. All permit fees shall be pass through charges billed to the Stadium Manager for actual documented costs charged without markup.
---

Date:

May 19, 2025
To: Jovan Grogan
Executive Director
Santa Clara Stadium Authority
From:

Francine Melendez Hughes
Executive Vice President and General Manager
Forty Niners Stadium Management Company LLC
Subject: Recommendation to Amend Agreement with Bear Electrical Solutions, LLC. for On-Call Electrical Maintenance and Repair Services at Levi’s Stadium for year 5 Recommendation
Recommend approval for Stadium Manager to execute the fourth amendment to the Agreement with Bear Electrical Solutions, Inc., now operating as Bear Electrical Solutions, LLC, for on-call electrical maintenance and repair services at Levi’s Stadium to extend the Term of the Agreement for a fifth year from May 5, 2025, to May 4, 2026. The total compensation paid to Bear Electrical Solutions, LLC, for the contract year shall not exceed $250,000. Total compensation for the fiveyear Term shall not exceed $2,020,000.

Forty Niners Stadium Management Company LLC (Stadium Manager) provides management services for the Stadium on a continual, year-round basis, including overseeing the day-to-day operations and maintenance of the Stadium. The Stadium is a 1.8 million square foot facility completed in 2014. It utilizes complex electrical components matching the size and age of the facility. Stadium Manager determined that having a list of qualified, experienced bench of contractors to provide electrical and repair services at the Stadium on an on-call, “as needed,” basis was necessary to provide the required management services. Therefore, it was determined that it would be in Stadium Manager’s best interest to solicit proposals from contractors capable of handling a wide range of electrical repairs and establish term contracts.

Pursuant to a formal solicitation process, on April 20, 2021, Stadium Manager recommended and received approval from the Santa Clara Stadium Authority (SCSA) Board to establish agreements with Bear Electrical Solutions, Inc., now operating as Bear Electrical Solutions, LLC, and Cupertino Electric, LLC, for on-call electrical maintenance and repair services at Levi’s Stadium for a three-year period with an option to extend the agreements for two additional one-year periods.

The amount of each agreement was not to exceed $250,000 per contract year without prior approval from the SCSA. Total compensation was not to exceed $750,000 under each agreement.

Stadium Manager executed an Agreement with Bear Electrical Solutions, LLC for a three-year period beginning May 5, 2021 and ending May 4, 2024 with an option to extend the term for two additional one year periods, and executed an Agreement with Cupertino Electric, Inc. for a threeDocusign Envelope ID: 3CE3CD16-4FD7-4558-B34D-CA5A25D05DC8 ,iijtf ;

STADIUM

FORTY NINERS STADIUM MANAGEMENT COMPANY
year period beginning May 1, 2021 through April 30, 2024 with an option to extend the term for two additional one year periods.

During the term of the Agreement, Stadium Manager recommended and received approval from the SCSA Board to issue amendments to augment the compensation to Bear Electrical Solutions, LLC, to complete two SCSA Capital Expenditure projects. The total not to exceed amount of the Agreement with Bear Electrical Solutions, Inc. was increased from $750,000 to $1,420,000 for the three-year period. Similarly, the Agreement with Cupertino Electric, Inc. was amended to increase the maximum compensation from $750,000 to $1,264,000 to complete a SCSA Capital Expenditure project pursuant to approval from the SCSA Board.

Stadium Manager recommended and received approval from the SCSA Board to extend the Agreement with Bear Electrical Solutions, LLC, for a fourth year beginning May 5, 2024 with a not to exceed compensation amount of Three Hundred and Fifty Thousand dollars ($350,000) for the contract year. Bear Electrical Solutions, LLC, requested a rate increase of approximately 3.0 percent which is in line with CPI increase for this region. Because Bear Electrical Solutions, LLC was to be the sole provider of on-call electrical services, Stadium Manager requested an increase in total compensation for the year to compensate for the reduction in service providers. Taking into consideration the maximum compensation of $350,000 for year four of the Agreement, the aggregate compensation paid to Bear Solutions, LLC, at the conclusion of year four of the Agreement was $1,770,000.

Stadium Manager has a continued need for on-call electrical maintenance and repair services. To provide a consistent and safe operating environment for Non-NFL and NFL events, these services include repairing power connections for equipment, replacing circuit breakers, troubleshooting electrical malfunctions, and testing and repairing various electrical systems. This vendor also provides similar services on the low voltage systems at the stadium, such as device controls and communications.

Bear Electrical Solutions, LLC remains the sole on-call provider for electrical maintenance and repair services. Therefore, Stadium Manager recommends and seeks SCSA approval to execute an Amendment to extend the Agreement with Bear Electrical Solutions, LLC for on-call electrical maintenance and repair services for a fifth year beginning on May 5, 2025 and ending on May 4, 2026, with a not to exceed compensation amount of Two Hundred and Fifty Thousand Dollar ($250,000.) Bear Electrical Solutions, LLC requested an hourly rate hike of approximately 3% which is in line with the CPI for the region. Taking into consideration the addition of $250,000 compensation for year five of the Agreement, the total compensation paid to Bear Electrical Solutions, Inc. would be $2,020,000.

Stadium Manager intends to issue a formal solicitation prior to the expiration of this contract to seek and maintain a bench of qualified firms to support our needs for on-call electrical services.

Docusign Envelope ID: 3CE3CD16-4FD7-4558-B34D-CA5A25D05DC8 ,iijtf ;

STADIUM

FORTY NINERS STADIUM MANAGEMENT COMPANY
Fiscal Impact
The cost for this service is included in the FY25/26 SCSA Budget, Engineering Department budget, as a shared expense.

The following have been attached as supporting documentation:

1. SCSA Board Agenda for April 20, 2021
(Recommendation for Award Memo from Stadium Manager)

2. Executed agreement with Bear Electrical Solutions, LLC

3. Proposed amendment with Bear Electrical Solutions, LLC to execute year five of the agreement with an NTE $250,000

Submitted By: _____________________________ Date: _____________ Francine Melendez Hughes, Executive Vice President and General Manager

Docusign Envelope ID: 3CE3CD16-4FD7-4558-B34D-CA5A25D05DC8 5/19/2025

STADIUM

FORTY NINERS STADIUM MANAGEMENT COMPANY
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-737 Agenda Date: 6/24/2025

REPORT TO CITY COUNCIL

SUBJECT
Study Session on the Draft Revisions to the El Camino Real Specific Plan

BACKGROUND
Staff is working with a consultant, Raimi & Associates, to complete preparation of a revised draft of the El Camino Real Specific Plan, per prior City Council direction. Initial preparation of the Specific Plan took place between 2017 and 2021, including multiple City Council check-ins. The first completed draft Specific Plan was presented to the City Council in June of 2021. The subsequent City Council actions are summarized below.
2021 City Council Action Summary
At the June 15, 2021 City Council meeting, the Council reviewed the draft El Camino Real Specific Plan and directed staff to significantly modify the three proposed Specific Plan General Plan Land Use Designations so that the maximum heights for the three designations would be two, three, and four stories, respectively, and to modify the allowed densities to correspond to these heights. At that time, there was concern from community members and some Council members that the proposed height and density would impact the surrounding single-family neighborhoods on the north side of El Camino.

On July 6, 2021, staff returned to the City Council to provide direction on the next steps for the El Camino Real Specific Plan. Staff explained that the revised height limits would likely correspond to significant reductions in land density from what had been previously studied in the project Environmental Impact Report (EIR) and require additional funding for California Environmental Quality Act (CEQA) analysis. Based on this, the City Council voted to direct staff to move forward with the significant modification consistent with the reduced densities and height as directed by the Council at the June 15, 2021 hearing, including revision to and recirculation of the project EIR.

On September 28, 2021, staff provided the City Council with more specific information on the process and costs to revise the Specific Plan per the prior direction. The Council then further directed staff to proceed with the preparation of the new, reduced density Specific Plan while also continuing to consider the original draft Specific Plan and to prepare economic feasibility analyses for both alternatives. The City Council did not however, at that time, approve an accompanying amendment to the City’s budget to fund the work.
2022 City Council Action Summary
In June 2022, as part of the adoption of the FY 2022/23 and FY 2023/24 Capital Improvement Program (CIP) Budget, the City Council approved funding of $1.0 million to proceed with preparation of the reduced density Specific Plan for El Camino Real and directed staff to return to the City Council with alternatives for the scope of the Specific Plan work, including consideration for how to City of Santa Clara Page 1 of 3 Printed on 6/20/2025
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reduce the overall cost.

In September 2022, the City Council directed staff to prepare a significantly modified Specific Plan that retains enough density (4,400 residential units) and elements (e.g., a range of densities that support mixed-use) of the prior Specific Plan so as to be consistent with the prior draft EIR, include the activity zones with building heights of up to six stories as proposed in the 2021 draft Specific Plan, and to prepare an economic feasibility analysis of both Plans. 2023 City Council Action Summary
In March 2023, the City Council approved the agreement with Raimi & Associates, Inc. for services to revise the El Camino Real Specific Plan as previously directed.

In August 2023, the City Council provided direction to staff to continue with the proposed land use plan that was presented, which included the addition of a fourth land use designation, Corridor Residential - Low (12-25 du/ac), that was applied to 60 properties along the corridor which are sensitive interfaces with proximity to single-family homes.

DISCUSSION
Since August 2023, staff and the consultant have drafted the updated Specific Plan with revised guidelines, standards, and policies to reflect the new land use designation and Council direction to further address taller buildings casting shadows on single-family lots. The El Camino Real Specific Plan Citizen Advisory Committee was reconvened to comment on the revised Draft Specific Plan document in December 2024. And additional community outreach was conducted between February and April of 2025 to receive feedback on the revised Specific Plan. A redlined version of the changes made to the Specific Plan can be found on the El Camino Real Specific Plan website for which a weblink is included in Attachment 1.

Community Outreach
Staff has conducted a range of community outreach to receive feedback on the revisions. On December 16, 2024 the El Camino Real Community Advisory Committee (ECR CAC) met and provided input on the added land use designation to allow for townhome units on specific sites. On February 24, 2025, an open house was held at the Mission Branch Library at which approximately 40 members of the community attended. Staff and the consultant took questions on parking, public right of way improvements on El Camino Real and there was general acknowledgement of the revisions.

Staff held a second community meeting on April 2, 2025 at the Senior Center at which approximately 15 members of the public attended. There were no significant comments on the revisions from the public at either of the meetings. On March 25, 2025, staff attended the Silicon Valley Central Chamber Of Commerce and shared a summary of the Specific Plan. Staff has also conducted social media outreach posting on the City’s Instagram and Facebook pages information about the revision with a link to the Plan. Staff also provided information about the revisions to the Plan in the City Manager’s weekly email.

ENVIRONMENTAL REVIEW
The action being considered for this study session 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 organization or administrative activity that will not result in direct or indirect changes in the environment.

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FISCAL IMPACT
The City Council previously voted to fund $1.0 million for the consultant agreement through the FY 2022/23 and FY 2023/24 CIP Budget in June 2022. City Council approved the carryover of the project’s remaining balance ($0.7 million) as part of the adoption of the FY 2025/26 and FY 2026/27 Biennial Operating Budget on June 10, 2025.

COORDINATION
This report was coordinated with the City Manager’s Office and the 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] or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION
Staff is requesting general feedback on moving forward with processing the original Specific Plan and its EIR or the revised Specific Plan and its EIR or both and the revised Objective Design Standards and the Standards for the new Corridor Residential - Low land Use designation for the draft El Camino Real Specific Plan and to note and file the report on the Study Session for the Draft Revisions to the El Camino Real Specific Plan.

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

ATTACHMENTS

1. Web Links
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Web Links
Name of Document: El Camino Real Draft Specific Plan Redline Update - Dec. 5, 2024 https://www.santaclaraca.gov/home/showpublisheddocument/85642/638690097555830000 Project Website:

Here you will find a summary of the Specific Plan revision process, the previous planning process, and information regarding past community meetings and public hearings. https://www.santaclaraca.gov/our-city/departments-a-f/community-development/planning-division/specificplans/el-camino-real-specific-plan-revision These documents are available for viewing in the Community Development Department City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-156 Agenda Date: 6/24/2025

REPORT TO COUNCIL

SUBJECT
Action on Approval of Location and Design of the Rainbow Crosswalk Project

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The City’s FY 2024-25 and FY 2025-26 Biennial Capital Improvement Program Budget (CIP Budget) includes $100,000 for a Rainbow Crosswalk project. This project was added during the June 25, 2024 City Council meeting, where Council directed staff to install one rainbow-colored crosswalk in the City. The concept of a rainbow crosswalk was originally proposed through a written petition submitted by previous Councilmember Becker on October 11, 2021 and was also included on the City Council’s Priority Setting list. Rainbow-colored crosswalks have been utilized by many municipalities as a display of support for the LGBTQIA+ (Lesbian, Gay, Bisexual, Transgender, Queer, Intersex, and Asexual) community.

DISCUSSION
Staff researched regulatory guidelines related to rainbow crosswalks, explored rainbow crosswalk installations in other municipalities, identified potential locations in Santa Clara, and developed design concepts. Since aesthetic treatments at crosswalks are viewed as forms of artwork, the Rainbow Crosswalk project was presented to the Cultural Commission for review and recommendation to the City Council regarding the art design and installation location.

Regulatory Guidance
In June 2024, the Federal Highway Administration (FHWA) announced that aesthetic surface treatments, such as rainbow-colored artwork in crosswalks, are not considered traffic control devices.

Consequently, these treatments are not regulated by the Federal Manual on Uniform Traffic Control Devices (MUTCD), which the City follows for the installation and maintenance of traffic control devices in Santa Clara. It should be noted that while rainbow-colored artwork can be added on roadways, traditional roadway markings, including crosswalk markings (i.e. white pavement markings), must still be installed, and cannot be entirely replaced by artwork.

Location
The following characteristics are recommended for the location of a rainbow-colored crosswalk to maintain/enhance traffic safety:
· Pedestrian Activity: Locations should have higher than average pedestrian traffic in order for the artwork to enhance the visibility of both the crosswalk and pedestrians.

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· Lower Vehicle Volume and Speed: The selected location should have lower-than-average vehicle volume and speed levels, allowing the artwork to be more noticeable to motorists without causing distractions that might disrupt orderly traffic movements. · Crosswalk Locations: Within Santa Clara, there are crosswalks at various locations, including signalized intersections, stop sign-controlled intersections, and uncontrolled crosswalks (locations without stop or signal controls). For uncontrolled crosswalks, locations can be at an intersection or at mid-block (standalone and in the middle of a block). It is recommended that a rainbow crosswalk only be considered for stand-alone crosswalks such as those at mid-block, at a stop sign crosswalk, or at an uncontrolled crosswalk. It is not recommended that a rainbow crosswalk be located at signalized intersections due to the higher level of traffic activity at these locations.

Based on these desired characteristics, the following two locations have been identified as the best candidates for the installation of a rainbow crosswalk:
· Monroe Street at Franklin Street (staff recommendation) · Warburton Avenue crosswalk at City Hall to Triton Museum Aerial photos and images of these locations are provided in Attachment 1.

Rainbow-Colored Artwork
Staff researched rainbow crosswalks installed in other municipalities (Attachment 2) and recommends a design that incorporates the relevant LGBTQIA+ colors consistent with the colors utilized for the City’s Pride Flag raising ceremony in June 2024 (Attachment 3). The proposed colors include: (1) the original Pride flag colors of red, orange, yellow, green, blue, and violet and (2) additional colors added recently including black, brown, pink, light blue, and white. Each color and what it represents is indicated below:
· Red - Life
· Orange - Healing
· Yellow - Sunlight
· Green - Nature
· Blue - Serenity
· Violet - Spirit
· Black and Brown - People of Color
· Pink, light blue and White - Transgender community, reflecting traditional gender colors and those who identify outside the binary
To facilitate ease of installation and on-going maintenance of the rainbow-colored artwork, staff recommends a design featuring individual stripes of rainbow colors that run perpendicular to a pedestrian’s path of travel (also known as a ladder design crosswalk). Staff’s recommended design is included as Attachment 4.

Estimated Construction and Maintenance Cost
The estimated construction cost for the preformed colored thermoplastic rainbow crosswalk is City of Santa Clara Page 2 of 5 Printed on 6/20/2025
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25-156 Agenda Date: 6/24/2025
approximately $35,000. The annual maintenance cost, which includes periodic cleaning, is estimated at approximately $1,000 per year. The expected lifespan of the rainbow crosswalk is between five and 10 years, depending on the volume of vehicle traffic that passes over it.

Cultural Commission Review and Recommendation
On January 6, 2025, staff presented the Rainbow Crosswalk Project to the Cultural Commission. The Cultural Commission reviewed the project scope, budget, and staff recommendations. Staff recommended that the Cultural Commission recommend to the City Council that (1) the rainbow crosswalk be installed at the Monroe Street at Franklin Street location, and (2) that the rainbow artwork be designed with individual stripes of rainbow colors that run perpendicular to a pedestrian’s path of travel (i.e. ladder design). The Cultural Commission discussed the proposed locations and artwork and focused on the locations in terms of community visibility and suitability.

Following the staff presentation, the Cultural Commission voted to recommend the following:
· Location: The crosswalk along the southside of the intersection of Scott Boulevard and Anna Drive was proposed, which was an alternative location not recommended by staff. It is also important to note that the Cultural Commission did discuss that their second recommendation (if their first recommendation was not approved by Council) would be the crosswalk at Monroe Street and Franklin Street, as recommended by staff.
· Rainbow-Colored Artwork: A ladder-style crosswalk with rainbow-colored stripes running perpendicular to pedestrian travel, as recommended by staff.

The Cultural Commission recommended the location at the intersection of Scott Boulevard and Anna Drive because they felt there was increased visibility from higher traffic volumes on Scott Boulevard (Attachment 5).

April 3, 2025 City Council Priority Setting Session 2025 At the April 3, 2025 City Council Priority Setting Session, staff provided an update and presentation on the Rainbow Crosswalk Project (Attachment 6).

Staff Recommendation
Based on a review of the proposed criteria for installation of a rainbow crosswalk, staff recommends that the Council approve the installation of a rainbow crosswalk with a rainbow-colored ladder design at the existing crosswalk at Monroe Street at Franklin Street (Attachment 4). Staff recommends this location for the following reasons:
· Location Characteristics: The crosswalk at Monroe Street and Franklin Street better aligns with the staff’s recommended location characteristics mentioned above. · Events: The typical route for the Annual Parade of Champions crosses the intersection of Monroe Street and Franklin Street, increasing visibility of the crosswalk during this notable event. Furthermore, the area is home to the Santa Clara Farmers Market and such events as the Santa Clara Street Dance.
· Inconsistent Design: The Scott Boulevard and Anna Drive location would feature only one rainbow crosswalk out of four crosswalks at the intersection resulting in an inconsistent design.

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ENVIRONMENTAL REVIEW
The action being considered is exempt for the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15301 “Existing Facilities” as the activity consists of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities mechanical equipment or topographical features involving negligible or no expansion of existing or former use.

FISCAL IMPACT
The total cost of the project is conceptually estimated to be $35,000, which includes both design and construction. Funding of $100,000 is included in the Streets and Highways Capital Fund for this project. Additionally, there will be an estimated $1,000 annual cost to maintain the Rainbow Crosswalk after installation. This maintenance cost, which is expected to be incurred starting in FY 2025/26, will be included as part of future budget development after construction is completed.

Depending on the location for the Rainbow Crosswalk, it is also estimated that the Rainbow Crosswalk will need to be fully reconstructed within 5-10 years.

COORDINATION
This report was coordinated with the Culture Commission and the City Manager’s Office.

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

ALTERNATIVES

1. Determine that the proposed action is exempt from CEQA pursuant to Section 15301 (Existing Facilities) of Title 14 of California Code of Regulations

2. Approve the location of the Rainbow Crosswalk project at the crosswalk at Monroe Street and Franklin Street

3. Approve the location of the Rainbow Crosswalk project at the crosswalk along the southside of intersection of Scott Boulevard and Anna Drive

4. Approve the design of the Rainbow Crosswalk as a ladder-style crosswalk with individual stripes of rainbow colors that run perpendicular to a pedestrian’s path of travel

RECOMMENDATION
Alternatives 1, 2, and 4

1. Determine that the proposed action is exempt from CEQA pursuant to Section 15301 (Existing Facilities) of Title 14 of California Code of Regulations;

2. Approve the location of the Rainbow Crosswalk project at the crosswalk at Monroe Street and Franklin Street; and

3. Approve the design of the Rainbow Crosswalk as a ladder-style crosswalk with individual stripes of rainbow colors that run perpendicular to a pedestrian’s path of travel.

Reviewed by: Craig Mobeck, Director of Public Works
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25-156 Agenda Date: 6/24/2025
Approved by: Jovan Grogan, City Manager

ATTACHMENTS

1. Rainbow Crosswalk Locations

2. Sample Rainbow Crosswalks

3. Rainbow Flag Sample

4. Staff Recommendation - Location and Design

5. Cultural Commission Recommended Location

6. April 3, 2025 Presentation on the Rainbow Crosswalk Project City of Santa Clara Page 5 of 5 Printed on 6/20/2025
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ATTACHMENT 1
Rainbow Crosswalk Project
Potential Locations
Location 1: Franklin Mall, Monroe Street @ Franklin Street Location 2: Near City Hall, Warburton Avenue crosswalk at City Hall to Triton Museum
ATTACHMENT 2
Rainbow Crosswalk Project
Sample Rainbow Crosswalks
Sample 1
Sample 2
ATTACHMENT 3
2024 Rainbow (Pride) Flag Graphic
J
ATTACHMENT 4
Proposed Rainbow Crosswalk Artwork
Franklin Mall, Monroe Street at Franklin Street
Existing
Proposed
ATTACHMENT 5
Cultural Commission Recommended Location
Southern Crosswalk at Scott Boulevard and Anna Drive
Schedule
'
Meetings Oates
May 2025
June 2025
June 2025
June 2025
August 2025
Rainbow Crosswalk
Project Update
Craig Mobeck, Director
Department of Public Works
63 Background
• Council Direction for staff to look at artwork options and locations
• Budget includes $1ook for one Rainbow Crosswalk
• Completed preliminary identification of potential crosswalk locations and artwork
• January 6 Cultural Commission discussion/recommendation Installation
• Not regulatory but considered a form of artwork
• Cannot replace crosswalk markings
• Location
- More than average pedestrian activity
- Lower vehicle volume / speed
- Midblock or uncontrolled crosswalks ideal
• Two staff recommended locations
65 66
Location 1
Monroe Street at Franklin Street
Location 2
Warburton Avenue at City Hall to
Triton Museum
67 Artvvork
• Incorporates LGBTQIA+ colors
• Red- Life
• Orange - Healing
• Yellow - Sunlight
• Green - Nature
• Blue - Serenity
• Violet - Spirit
• Black and Brown - People of Color
• Pink, Light Blue and White - Transgender
community, reflecting traditional gender colors and
those who identify outside the binary.
• Simplified artwork to facilitate on-going maintenance Artvvork Sa111ple 1
@Cityof
Santa Clara T•,,.C,·r,•,·r ·,' 1'/1 ,t•. >'"·- ,l.J,·
69 70
Artvvork San,ple 2
Staff Recon,n,endation
Monroe St. and Franklin St.
71 72
January 6th Cultural Co111111ission
• Location:
- First choice: Southern crosswalk at Scott Boulevard and Anna Dr. (New location idea)
- Second choice: Monroe Street and Franklin Street
(Staff recommended)
• Rainbow-Colored Artwork: Ladder-style crosswalk with rainbowcolored stripes running perpendicular to pedestrian travel (Staff recommended)
Cultural Commission
Recommendation
Scott Blvd and Anna Dr.
73 Next Steps
• City Council Approval
• Installation: Summer /Fall 2025
Questions
@Cityof
Santa Clara T•,,. C••;'.••·1 :.r \','•l~ ·, f.',_,v.,t,I, 75 76
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-385 Agenda Date: 6/24/2025

REPORT TO COUNCIL

SUBJECT
Action on an Award of Contract for the Kifer and Scott Receiving Station Rebuild and Replacement Project No. 2453 and 2456 to DMZ Builders and Related Budget Amendment

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure.

BACKGROUND
The City of Santa Clara’s Electric Department, Silicon Valley Power (SVP), issued a public works bid packet for the Kifer Receiving Station and Scott Receiving Station Rebuild and Replacement Project, Project Nos. 2453 and 2456, respectively. The proposed projects were identified in SVP’s Three-Year System Growth Plan Strategy that was accepted by the City Council on September 28, 2021 (RTC #21-871), to support anticipated system growth and to replace end-of-life equipment for system reliability.

The Kifer Receiving Station (KRS) was first constructed in 1955 and has reached the end of its useful life. KRS has a maximum potential capacity of 372 megavolt-amperes (MVA) and will be upgraded to a maximum potential capacity of over 600 MVA. This project includes rebuilding KRS as a Breaker and a Half (BAAH) Air Insulated Switchgear (AIS) substation. The scope of services includes installation of two energized 336 MVA 115/60 kilovolt (kV) power transformers, with accommodations for one future spare 336 MVA 115/60 kV power transformer. The KRS re-build scope will also include seven (7) 60 kV and four (4) 115 kV transmission line terminals.

The Scott Receiving Station (SRS) was first constructed in 1975 and was last upgraded in 2002. SRS has a maximum potential capacity of 372 MVA and will be upgraded to a maximum potential capacity of over 600 MVA. This project includes rebuilding SRS as a BAAH AIS substation. The scope of services includes installation of two energized 336 MVA 115/60 kV power transformers, with accommodation for one future spare 336 MVA 115/60 kV power transformer. The SRS rebuild scope also includes six (6) 60 kV and three (3) 115 kV transmission line terminals.

DISCUSSION
On February 24, 2025, a competitive Request for Bid was published on the City’s bid notification system, BidNet Direct, for the projects. On May 1, 2025, the project bids were opened at the City Clerk’s office. The City received two (2) bids from Newtron, LLC (Newtron) and DMZ Builders (DMZ) ranging from $13,405,695 to $117,688,674.

At the bid opening, Newtron was declared the lowest apparent bidder with a submitted bid in the amount of $13,405,695. Upon evaluation, it was determined that Newtron inadvertently left a digit out in the City’s e-procurement system, BidNet, and their bid proposal and bid schedule substantiated a City of Santa Clara Page 1 of 3 Printed on 6/20/2025
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bid of $113,405,695, which is 6% percent less than the Engineer’s Estimate of $121,200,000. The corrected Bid Summary is included as Attachment 1.

On May 9, 2025, Newtron formally withdrew their bid for consideration as they listed an incorrect subcontractor and value in their bid. Subsequently, on the same day, the City notified DMZ that Newtron’s bid was withdrawn and that their bid was being evaluated for award as the next lowest bidder. DMZ submitted a bid in the amount of $117,688,674 which is 3% less than the Engineers Estimate.

DMZ’s bid was reviewed by SVP staff for compliance with the terms and conditions of the bid documents and has been determined to be the lowest responsive and responsible bid. Staff recommend awarding the contract to DMZ.

Awarding the contract will allow construction to commence in order to complete the project on schedule. The contract includes prevailing wage requirements.

ENVIRONMENTAL REVIEW
The proposed projects are exempt from the California Environmental Quality Act (“CEQA”) pursuant to Section 15268 of Title 14 of California Code of Regulations as it has been deemed ministerial based on the existing zoning of the project site and under the applicable laws and ordinances.

FISCAL IMPACT
The cost of the construction contract is $117,688,674, plus a 15% contingency, or $17,653,301, for any potential change orders for a total not-to-exceed contract amount of $135,341,975. Funding for the contract is included in the KRS and SRS Rebuild and Replacement Projects in the FY 2025/26 Adopted Budget. On September 10, 2024, the City Council approved the issuance of electric revenue bonds which fund the design and materials purchases associated with these projects. The FY 2025/26 Adopted Budget assumes additional debt will be issued to support the construction costs funded in the budget. Staff will present a recommendation in the future to initiate the debt-funding for FY 2025/26, either a short-term credit facility or long-term debt will be recommended.

While there is sufficient budget, including contingency, for the Construction Contract with DMZ, staff recommend the appropriation of additional funds to support other costs, such as project management services, construction management services, testing and commissioning support services, special testing services, and additional equipment and materials costs (e.g., transformers). Due to long lead times, SVP is purchasing many of these associated equipment and materials directly and so those costs are not included in this Construction Contract. Staff have estimated these costs and have added a 5% contingency in case of any additional unanticipated needs. Staff recommend the budget amendment below in the Electric Utility Capital Fund to allocate $6 million for the KRS Rebuild and Replacement Project No. 2453 and $9 million for the SRS Rebuild and Replacement Project No. 2456, funded by anticipated Load Development Fees. Contracts and authorizations associated with these activities have been authorized under separate City Council actions where applicable.

Budget Amendment
FY 2025/26
Current Increase/
(Decrease)
Revised
Electric Utility Capital Fund (591)
Revenues
Other Revenue $34,544,978 $15,000,000 $49,544,978
Expenditures
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25-385 Current Increase/ Agenda Date: 6/24/2025
(Decrease)
Revised
Electric Utility Capital Fund (591)
Revenues
Other Revenue $34,544,978 $15,000,000 $49,544,978
Expenditures
KRS Rebuild and Replacement
Project
$93,024,573 $6,000,000 $99,024,573
SRS Rebuild and Replacement
Project
$86,112,417 $9,000,000 $95,112,417

COORDINATION
This report has been coordinated with the Finance Department, Human Resources Department, and the 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] or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION

1. Award the Public Works Contract for the Kifer Receiving Station and Scott Receiving Station Rebuild and Replacement Projects, No. 2453 and 2456, to the lowest responsive and responsible bidder, DMZ Builders in the amount of $117,688,674 (Contract Price) and authorize the City Manager or designee to execute the Contract (Contract), subject to the review and approval as to form by the City Attorney;

2. Authorize the City Manager or designee to take any actions necessary to implement and administer the Contract including executing any and all documents in furtherance of the award, completion, and acceptance of these projects and approval of any necessary change orders not to exceed 15 percent of the Contract Price, or $17,653,301, for a total not to exceed aggregate Contract amount of $135,341,975; and

3. Approve the FY 2025/26 budget amendment in the Electric Utility Capital Fund to increase Other Revenue to recognize additional Load Development Fee revenue in the amount of $15 million, increase the Kifer Receiving Station Rebuild and Replacement Project in the amount of $6 million, and increase the Scott Receiving Station Rebuild and Replacement Project in the amount of $9 million (five affirmative Council votes are required to appropriate additional revenue).

Reviewed by: Nico Procos, Acting Director of Silicon Valley Power Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. Bid Summary
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U:\5 - CIP_Transmission Planning Group\01.1 CIP Projects - Active\2453 - KRS Replacement\06 Bid&Award\Bids\KRS-SRS Bid Results 05- 01-2025.doc

EXHIBIT A

CITY OF SANTA CLARA
BID OPENING DATE: THURSDAY, May 1, 2025
TIME: 3:00 PM
PROJECT NAME: Kifer Receiving Station (KRS) and Scott Receiving Station (SRS) Rebuild and Replacement Projects
PROJECT NO. CIP-2453 and 2456
DEPARTMENT: Silicon Valley Power
PROJECT ENGINEER: Allie Jackman ([email protected])

COMPANY/CITY/STATE
REC’D
BY
TIME
REC’D

APPARENT

LOW BID
ORDER

BID AMOUNT
DMZ Builders / Concord, CA 2 $117,688,674
Newtron, LLC / Martinez, CA 1 $113,405,695
ENGINEER’S ESTIMATE ___$121,200,000__________________________ City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-525 Agenda Date: 6/24/2025

REPORT TO COUNCIL

SUBJECT
Public Hearing: Action on a Resolution of Necessity to Acquire Certain Real Property Interests on 3800 Bassett Street, Santa Clara, California, from the Owner of Record for Purposes of Implementing the Silicon Valley Power 115kV Transmission Line Project

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
To support the growing electric demand and service needs within the City of Santa Clara (City), Silicon Valley Power (SVP) has identified the need for the construction of a 115-kilovolt (kV) transmission line connecting the Northern Receiving Station (NRS) and the Kifer Receiving Station (KRS) (the “Project”). This new transmission line will enable SVP to transfer additional power, balance electric loads across the City’s three receiving stations, and enhance overall system reliability.

After evaluating three potential transmission routes, the City Council approved the preferred route on November 12, 2024 (RTC #24-1040), an overhead alignment along Lafayette Street, Bassett Street, and Duane Avenue. The route was selected based on its overall feasibility, least impact to residents and businesses, permitting constraints, ability to meet the schedule, flexibility in power delivery, ease of maintaining the system, and reduced construction disruption to the public as compared to the other alternatives.

The City Council has previously taken several actions on the Project:
· March 19, 2024 - RTC #24-1614 - Informational Report
· November 12, 2024 - RTC #24-1040 - Action on a Mitigated Negative Declaration (MND) and Mitigation Monitoring and Reporting Program (MMRP) and Route Approval for the Project o Approved the Adoption of a Mitigated Negative Declaration and the Mitigation Monitoring and Reporting Program
o Approval of Route A, Option 1, for an entirely overhead alignment of the new 115kV transmission line
· February 25, 2025 - RTC #25-212 - Authority to Execute PSA for Easement Acquisitions Other actions taken for this Project include two virtual community meetings held on April 25, 2024, and May 23, 2024, as well as an in-person public engagement meeting held on August 22, 2024, to present and take comments from the community on the transmission line route.

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25-525 Agenda Date: 6/24/2025
The Project requires the acquisition of twenty (20) easements for SVP’s electrical facilities, including an easement located on 3800 Bassett Street, Santa Clara, California (Easement Area), comprised of approximately 6,200 square feet of property as more fully described in the Resolution of Necessity, attached to this Report to Council.

DISCUSSION
On August 8, 2024, the City conducted an appraisal of the Easement Area and, subsequently, sent an offer for the Easement Area to the property owners on November 13, 2024. The property owner is concerned about the operation of their business and the need for crane access despite a 60kV transmission line already existing along their property frontage. On February 14, 2025, the property owner provided a letter declining the purchase of the easement. The right-of-way agents continue to reach out to the property owner; however, the property owner has not accepted the City’s offer.

City acquisition of the Easement Area is necessary for the Project and City’s reasonable efforts to acquire it through negotiations have not been successful. Therefore, it has become necessary for the City to acquire the Easement Area through the eminent domain process. At this point, in order to proceed with acquisition of the Easement Area under the eminent domain process, the law requires the City Council to hold a public hearing, consider all testimony presented and, in the Council’s discretion, adopt a Resolution of Necessity making certain findings. These findings, along with the factual basis necessary to make the findings, are set forth below:
· The public interest and necessity require the Project.

The completion of the Project is one of the key projects that are needed to increase SVP’s system capacity to approximately 1300-megawatt (MW). Until the Project is completed, SVP’s system capacity will be limited to 819MW. This is insufficient to meet projected electric loads within the City. This Project will enable SVP to transfer additional power, balance electric loads across the City’s three receiving stations, and enhance overall system reliability. · The Project is planned or located in a manner that will be the most compatible with the greatest public good and the least private injury.

The SVP evaluation team for the Project consisted of internal SVP staff, design and environmental engineering consultants, and program management staff. The SVP evaluation team conducted a comprehensive analysis and evaluation, employing various methodologies such as potholing and Ground Penetrating Radar (GPR) surveys. This in-depth assessment took into consideration SVP’s load growth and system planning projections, schedule, cost estimation, required easements and permits, and engineering judgment. The goal was to determine feasible route alignments, identify a preferred route, and explore potential overhead and underground options within the preferred route. The findings favored the preferred route for the Project, which is the all-overhead option set forth in Attachment 2 of RTC #24-1614.

The Project alignment chosen will be achieved at less cost, be delivered more quickly, and will impact fewer residents and businesses than the other considered alignments. · The Easement Area sought to be acquired is necessary for the Project.

The Easement Area is necessary to achieve the technical needs of the Project, as it is within the alignment of the selected route. The majority of the route will be built within the public right -of-way; however, the Easement Area adjacent to the right-of-way is required for maintenance purposes and to ensure the proper electrical conductor clearances are met. The Easement City of Santa Clara Page 2 of 4 Printed on 6/20/2025
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25-525 Agenda Date: 6/24/2025
Area also needs to take into account the necessary clearances from the blowout or sway of the electrical conductors.
· The offer required by Section 7267.2 of the Government Code has been made to the owner of record for the full amount established as the fair market value of the Easement Area.

On November 13, 2024, the City made an offer to the Owner of Record to acquire the Easement Area for an electric overhead easement upon the value determined by an independent state licensed and certified appraiser in accordance with the above referenced Government Code section.

The Resolution of Necessity requires approval by a two-thirds vote of the Council. If the City Council adopts the recommended Resolution of Necessity, the City would deposit the necessary funds for the Easement’s probable compensation with the State Condemnation Deposit Fund and file an eminent domain complaint with the Santa Clara County Superior Court to seek possession of the property.

As always, the parties can continue to negotiate in an effort to come to a mutual agreement on compensation for the easement, including any compensation due for furniture, fixtures, and equipment, and any loss of business goodwill.

ENVIRONMENTAL REVIEW
The Mitigated Negative Declaration (MND) and Mitigation and Reporting Program (MMRP) were prepared for the Project in conformance with CEQA. These documents and Notice of Availability were posted on the City’s website at http://www.santaclaraca.gov/ceqa and circulated for 30-day review from July 31, 2024, to August 30, 2024.

The MND examined environmental impacts associated with the Project. The MND identified potentially significant impacts to air quality, biological, cultural resources, geology and soils, hazards and hazardous materials, hydrology and water, noise, and traffic/transportation. However, the MND and MMRP incorporates mitigation measures to reduce the potentially significant impacts to less-than -significant.

The MND & MMRP were adopted by City Council on November 12, 2024, by Resolution No. 24- 9386.

FISCAL IMPACT
There is no fiscal impact to the City for adopting the action on a resolution of necessity to acquire certain real property interests on 3800 Bassett Street, Santa Clara, California, from Reed and Graham, Inc., associated with this item other than administrative staff time and expense. The anticipated easement costs for the Project are currently budgeted within the Electric Utility Capital Fund.

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

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board City of Santa Clara Page 3 of 4 Printed on 6/20/2025
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25-525 Agenda Date: 6/24/2025
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] or at the public information desk at any City of Santa Clara public library.

Additionally, on June 5, 2025, a letter (attached) was mailed to the property owner, as verified on the Title Report. The letter included notification of the public hearing and consideration of a Resolution of Necessity. A Notice of Intention to Adopt a Resolution of Necessity stating that the hearing before City Council is scheduled for June 24, 2025, and Request to be Heard documentation were also included as attachments to the letter.

ALTERNATIVES

1. Adopt a Resolution of Necessity to Acquire Certain Real Property Interests.

2. Do not adopt a Resolution of Necessity.

RECOMMENDATION
Adopt a Resolution of Necessity Making the Required Findings to Acquire Certain Real Property Interests on 3800 Bassett Street, Santa Clara, California, from the Owner of Record for Purposes of Implementing the Silicon Valley Power 115kV Transmission Line Project (Five affirmative votes required [California Code of Civil Procedure section 1245.245]).

Reviewed by: Nico Procos, Acting Director of Silicon Valley Power Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. 3800 Bassett Street, November 13, 2024, Offer Letter

2. Resolution of Necessity

3. 3800 Bassett St, Intent of Resolution of Necessity and Notice of Intention City of Santa Clara Page 4 of 4 Printed on 6/20/2025
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~ SILICON
'v," VALLEY
POWER. CITY OF SANTA CLAM
~ The Center of What's Posslblo
Nov. 13, 2024
Reed & Graham, Inc.

Gerald Graham
P .0. Box 5940
San Jose, CA, 95150
SUBJECT: OFFER TO PURCHASE OVERHEAD ELECTRIC EASEMENT
SITE: 3800 Bassett Street
NRS-KRS l l 5kV Transmission Line Project
Dear Mr. Gtaham:

The City of Santa Clara, acting by and through its municipally owned utility, Silicon Valley Power (SVP), is currently pursuing acquisition of power line easements to construct, operate, and maintain approximately 2.24 miles of new 115 kilovolt (kV) overhead transmission line from the Northern Receiving Station (NRS) to Kifer Receiving Station (KRS) ("Project"). The power lines that are proposed to be built for the Project requires the acquisition of property rights affecting approximately 6,200 square feet over a portion of your property located at 3800 Bassett Street, Santa Clara, CA and is also identified by the County Assessor as Parcel No. 104-14-160 ("Property").

SVP's primary objective of the Project is to increase system capacity and reliability. The majority of the new 11 Sk V transmission line would be constructed along Lafayette Street, Bassett Street, and Duane Avenue. The Project is anticipated to be completed in 2028.

SVP designs its transmission system so that a loss of a single transmission line does not result in the loss of power for its customers. This design philosophy ensures the maximum reliability for its customers. As the power demands of the City grow, so does the necessity to construct infrastructure upgrades, such as this project, to continue to maintain this level of service reliability and increase the power capacity to support load growth and development. SVP is proactive about addressing future reliability issues and committed to providing the best service reliability for its customers.

Our title information shows Reed & Graham, Inc., a corporation to be the owner of the Property, This Property is within the Project area.

Subject to, and upon the terms and conditions set forth herein, SVP offers to purchase the easement area over the Property ("Easement Area"), as described in Exhibit A: Overhead Electric Easement Deed ("Easement Deed") attached hereto. SVP hereby offers the sum of One Hundred Fifty Five Thousand Dollars ($155,000) as just compensation for the acquisition of the Easement Area. ~ SILICON
~ VALLEY
POWER. CITY OF SA~TA CLARA
~ The Center of What's PoHlble
It is the policy of SVP to acquire property interests that are in private interests through voluntary purchase, if possible, and only when it is necessary to do so. In accordance with applicable law, SVP has obtained, reviewed and approved an appraisal to establish the fair market value of the property to be acquired. The attached Appraisal Summary outlines the basis for this offer pursuant to Government Code §7267.2.

Pursuant to Code of Civil Procedure§ 1263.025, SVP offers to pay your reasonable costs up to five thousand dollars ($5,000) for an independent appraisal of the property interests. By law, an appraiser licensed by the Office of Real Estate Appraisers must prepare the independent appraisal.

Although you are not required to obtain an appraisal at this time, or at all, if you believe such appraisal can assist you in evaluating this offer, it is in your interest to obtain an independent appraisal as expeditiously as possible. If you choose to obtain an appraisal, please forward SVP an invoice from your appraiser, identifying the Easement Area and the Property address as the subject of the appraisal and the fee charged.

Materials enclosed for your information include:
• An Easement Deed with Exhibit showing the Easement Area; • The Appraisal Swnmary for your Easement Area.

The agent assigned to you and to whom you will be working with is John Timmins who can be reached at 801-244-3707 or by email at [email protected]. Please contact him if you have any questions or if you wish further clarification of this offer.

If you are agreeable to the purchase amount of this offer for the Easement Area, please indicate your acceptance by signing in the space provided below and return an original signed copy of this letter to John Timmins using the postage paid return envelope, which is enclosed, for your use.

Upon receipt of your acceptance of this purchase offer amount, a contract for sale (Purchase and Sale Agreement) and escrow instructions will be prepared for your execution. SVP will pay all of the conveyance and escrow costs. All taxes and assessments, if any, will be pro-rated, and possession will be delivered to SVP at the close of escrow.

Sincerely,
Manuel Pineda P .E.

Chief Electric Utility Officer
Enclosures:

SVP Easement with Exhibit
Apprrusal Summary
Postage prud return envelope

ACCEPTANCE OF OFFER
Jt...SILICON
. VALLEY
POWER. CITY Of SAN.TA ( LA.RA
~ The Center of What's Possible
I, Gerald Graham, am the legal owner of the Property. SVP submitted to me an Offer to purchase Overhead Electric Easement dated November 13, 2024 ("Offer") whereby the City of Santa Clara acting by and through its municipally owned utility, Silicon Valley Power, offered $155,000 as the purchase amount for the acquisition of the Easement Area. By signing below, I, Gerald Graham hereby accept this Offer and the terms and conditions contained therein. I further represent that I am legally authorized to accept the Offer.

Any and all capitalized terms shall have the meaning ascribed to them in the Offer.

Owner's Name
By:~-------
Name: --------
Title: ·---------
Date: ________ _
Recording Requested by:

Office of the City Attorney
City of Santa Clara, California
When Recorded, Mail to:

Office of the City Clerk
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
[SPACE ABOVE THIS LINE FOR RECORDER'S USE]
EXF.MPT FROM RECORDING FEE
PER GOVERNMENT CODE§§ 6103 and27383

EXEMPT FROM FEE
PER GOVERNMENTCODE § 27388.1 (a)(2)(D)

OVERHEAD ELECTRIC EASEMENT DEED
3800 Bassett Street & APN 104-14-160
Santa Clara, California
For valuable consideration, the receipt of which is hereby acknowledged, Reed & Graham, Inc., a corporation, (herein "Grantor"), hereby grants to the CITY OF SANTA CLARA, California, a chartered municipal corporation, (herein "Grantee"), an easement and right-of-way (herein "Easement") in, on, over, along and across the real property owned by Grantor in the City of Santa Clara, State of California, described in Exhibit A attached hereto and incorporated herein by this reference ("Easement Area'').

This Easement shall be used by Grantee for the purpose of constructing and reconstructing, installing, operating, inspecting, maintaining, repairing, removing and/or replacing overhead electrical transmission systems, electrical distribution system, and communication systems, and appurtenances thereto, including a reasonable right of ingress and egress over adjoining lands of Grantor. In exercising said right of ingress and egress, Grantee shall, wherever practical, use existing roads and lanes across lands of Grantor, if such there be, and if not, by such route or routes as shall result in the least practicable inconvenience to Grantor and any occupants of Grantor's property.

The overhead system will consist of poles, wire supports, wires and conductors suspended from pole to pole, transformers and other equipment mounted on the poles, anchors, guy attachments, and other appurtenances.

Portions of the Easement Area may be used by the C'rrantor for drivcway(s), landscaping (excluding trees), and parking, as will not interfere with the Grantee's use of the Easement. Any other use of the Easement Area by Grantor shall be subject to Grantee's express written consent and only after Grantee's review of plans and specifications and determination that such use will not interfere with its use of the Easement. Grantee may trim any trees or remove any tree or structure which is in or adjacent to the Easement Area which, in its reasonable determination, interferes with its use of the Easement. Grantee may trim any trees which is in or adjacent to the Easement Area which exceeds a height of 20 Feet or poses a risk of falling onto the Grantee's facilities or equipment located within the Easement.
[SIGNATURE(S) APPEAR ON THE FOLLOWING PAGE]
L'age 1 of 2 SC xx-xx
104-14- 160
IN WI1NESS WHEREOF, said grantors have hereunto set their hands this day of ---- ----------' 20
APPROVED FOR FORM:

Office of the City Attorney
City of Santa Clara
By: _______________ _
Print Name: ---------------
Title: ------------------
By:----------------
Print Name: ---------------
Title: ------------------
110WNER11 APN 104-14-160 (2024-10)
ALL LEGAL OWNERS OF PROPERTY MUST "EXECUTE TIIIS DOCUMENT. IF GRANTOR IS A CORPORATION, THE

COMPLETE LEGAL NAME AND CORPORATE SEAL OF THE CORPORATION AND CORPORATE TITLES OF THE PERSONS

SIGNING FOR THE CORPORATION SHALL APPEAR ABOVE, WRITTEN EVIDENCE OF AUTHORITY OF PERSON OR PERSONS EXECUTING THIS DOCUMu'NT ON BEHALF OF CORPORATION, PARTNERSHIP, OR JOINT VENTURE, OR ANY OTHER ORGANIZATION OTHER THAN A SOLE PROPRIETORSI-l!P SHALL BE ATTACHED.

ATTACH THE ALL-PURPOSE NOTARY ACKNOWLEDGMENT JiOHM .FOR THE PERSON OR PERSONS EXECUTING TIIIS OOCUMENT ON BEHALF OF THE GRANTOR.

104-14-160
DESCRIPTION:

EXHIBIT "A"
OVERHEAD ELECTRIC EASEMENT ACROSS:

REED & GRAHAM, INC.
3800 BASSETT ST.

SANTA CLARA, CALIFORNIA 95054
APN: 104-14-160
EASEMENT AREA: 6,200 FT.±
SVP REF: SC 1X-1XX
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The easterly 10.00 feet of the parcel of land conveyed in that certain Grant Deed recorded April 23, 1963 as Document No. 2389925, in the Office of the Recorder of Santa Clara County (ORSCC), herein after referred to as the Grantor's Parcel, located in the City of Santa Clara, County of Santa Clara, State of California, described as follows:

COMMENCING at a monument located at the centerline intersectfon of Bassett Street and Norman Avenue; thence North 27°24'00"' West 501.26 feet along the centerline of said Bassett Street (as shown on Page 2 of this Exhibit); thence South 62°36'00" West 30.00 feet to the westerly right-of-way of said Bassett Street and the POINT OF BEGINNING; thence South 63°11'02" West 10.00 feet along the southerly line of said Grantor's Parcel; thence North 27°24'00"' West 616.58 feet to the northerly line of said Grantor's Parcel; thence North 63°01'53" East 10.00 feet to the said westerly right-of-way; thence South 27°24'00" East 616.61 feet along said westerly right-of-way to the POINT OF BEGINNIN~
/ ~~ CONTAINING: 6,200 sq. ft., more or~ C)~
:$'~i(;4;
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THIS DRAWING SHOULD BE USED ONLY AS A REPRESENTATION OF THE LOCATION OF TflE EASEMENT BEING CONVEYED. THE EXJ\CT LOCATION OF ALL STRUCTURES,

LINES AND APPURTENANCES IS SUBJECT TO CHANGE WITHIN THE BOUNDARIES OF THE RIGHT OF WAY HEREIN GRANTED REV: 0 DATE 10"7"24
.EM/f!Hrlng •1111 /JloU.011"".

U~tf~l(Al
coN,UlfANa INC

SALT LAKE CITY, UTAH
SCALE:

REED & GRAHAM, I NC.

APN: 104-14-160
3800 BASSETT ST.

SANTA CLARA, CALIFORNIA 95054
NIA BY: GAB CHK: GHH APP: JJC
Jr...S1ucoN , ~ VALLEY
POWER.' CI TY C F SANTA CLARA
SHEET: 1 of2
SCALE
0 60
FEET
120
EXHIBIT "A"
OVERHEAD ELECTRIC EASEMENT ACROSS:

REED & GRAHAM, INC.
3800 BASSETT ST.

SANTA CLARA, CALIFORNIA 95054
APN: 104-14-160
EASEMENT AREA: 6,200 FT. ±
N 63°01 '53" E

10.00'
~ A,/~'\.,>
CLMON

BASSETT STREET

VI/YATT DRIVE
~a
~\~~~ ~y &-4;
~~~ / ~ S 27°24'00" E
~ 616.61'
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~ REED & GRAHAM, INC.

A : 1 04-1 4- 1 60
s 63°11'0211 w10.00'
LEGEND
SVP REF: SC 1X-1XX
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t.2/TIZlJZJ EASEMENT AREA CL MON

BASSETT STREET
L--- --ROADWAY PLATTED CENTERLINE NORMAN AVENU6' ►~~ POWERLINE REFERENCE LINE -=p,· FOUND SURVEY MONUMENT
/~~ \
THIS DRAWING SHOULD BE USED ONLY AS A REPRESENTATION OF THE LOCATION OF THE EASEMENT BEING CONVEYED. THE EXACT LOCATION OF ALL STRUCTURES,

LINES AMO APPURTENANCES IS SUBJECT TO CHAMGE WITHIN THE BOUMDARIES OF THE RIGHT OF WAY HEREIN GRANTED REV: 0 DATE: 10-7-24 SCALE: 1" = 120'
C
·~.-f .;u~,~~T ~ ( l ~ I C A l
CON~UlrANH INC

SALT LAKE CITY, UTAH
REED & GRAHAM, INC.

APN: 104-14-160
3800 BASSETT ST.

SANTA CLARA, CALIFORNIA 95054
BY: GAB CHK: GHH APP: JJC
Jr...SILICON '
~ VALLEY.

POWER.: CI TY OF SANTA CLAM
SHEET: 2 of 2
Val bridge

PROPERTY ADVISORS
Appendix A
October 8, 2024
City of Santa Clara
Overhead Electric Easement
Appraisal Summary Statement And
Summary of the Basis for Just Compensation
(Pursuant to Government Code Section 7267.2)
3160 Crow Canyon Place, Suite 245
San Ramon, CA 94583
925.327.1660 phone
408-279-3428 fax
valbridge.co m
The following is a statement of and summary of the basis for the appraisal and the amount that Sil icon Valley Power has established as just compensation required by California Government Code Section 7267.2. The appraisal on which this summary is based was made in accordance with accepted appraisal principles, consistent with California valuation law.

The purpose of this appraisal is to estimate the fair market value of the proposed acquisition appraised.

Section 1263.320 of the Code of Civil Procedure defines fair market value as:

A. The fair market value of the property taken is the highest price on the date of valuation that would be agreed to by a seller, being willing to sell but under no particular or urgent necessity for so doing, nor obliged to sell, and a buyer, being ready, willing and able to buy but under no particular necessity for so doing, each dealing with the other with full knowledge of all the uses and purposes for which the property is reasonably adaptable and available.

B. The fair market value of property taken for which there is no relevant market is its value on the date of valuation as determined by any method of valuation that is just and equitable.

The date of value August 8, 2024, which was the date of inspection.

The intended use of this appraisal is for potential acquisition of easement access rights, which is called the Overhead Electric Easement. The intended user is Silicon Valley Power. © 2024 VALBRIDGE PROPERTY ADVISORS I NORTHERN CALIFORNIA Page 1 Val bridge

PROPERTY ADVISORS

SILICON VALLEY POWER EASEMENT

SUMMARY BASIS OF APPRAISAL
The scope of work included inspecting the property, research and analysis of comparable data, and highest and best use analysis.

The appraised rights are further identified as follows:
1) The fair market value of a 6,200-square-foot permanent easement.

Statement of the Amount Established as Just Compensation The amount Silicon Valley Power has established as just compensation for the property rights described in the accompanying offer is: $155,000 (One Hundred Fifty-Five Thousand Dollars}.

Summary of Basis for the Amount Established as Just Compensation This Summary of the Basis for the Amount Established as Just Compensation (prepared pursuant to Government Code Section 7267.2) is a summary of the appraisal used by Silicon Valley Power to determine the amount it established as just compensation for an easement. (A) Property Identification - Subject Property
Owner of Record: Reed & Graham, Inc.

Assessor's Parcel Numbers {APNs): Santa Clara County Assessor's Parcel Number (APN) 104-14-160
Property Address: 3800 Bassett Street, Santa Clara, Santa Clara County, California 95054
Property Transfers in the Past There have been no other transfers within three years.

Three Years:

General Character of Easement
Interest Being Appraised:

Larger Parcel Land Size: 238,708 square feet
Improvements: There is an existing industrial building on the property.

Topography: Level
Shape: Irregular
Access: Access to the Larger Parcel is available off of Bassett Street. © 2024 VALBRIDGE PROPERTY ADVISORS I NORTHERN CALIFORNIA Page 2 Val bridge

PROPERTY ADVISORS
Utilities:

Environmental Conditions:

Date of Valuation:

Highest and Best Use
Highest and Best Use -
As If Vacant:

Highest and Best Use -
As Improved:

Present Use
Subject Property:

Applicable Zoning:

SILICON VALLEY POWER EASEMENT
SUMMARY BASIS m APPRAISAL
Typical municipal and public utilities are available.

We did not receive a Phase I report for the Subject
Property, and we assume there are no adverse
environmental conditions.

August 8, 2024
The most probable use of a property which is physically possible, appropriately justified, legally permlssible, financially feasible, and which results in the highest value of the property being valued.

Industrial development
Existing Use
The Larger Parcel is currently used as an industrial property.

HI - Heavy Industrial
(B) Approaches Used in the Appraisal
We employed the "before" and "after" methodology for the Larger Parcel. In the "before" condition, we have not considered the Project.

In the "after" condition, we have considered the impacts attributed to the proposed easement and the Project.

Three methods of valuation can be applied to the appraisal of land. The most often used approach is the Direct Sales Comparison Approach. This method involves the comparison of the subject with recent sales of comparable properties.

A second method of land appraisal is the Land Development Approach. This approach involves estimating the development costs of installing all utilities and off-sites. These costs can be subtracted from a known improved lot value (established by sales comparison) to arrive at an estimate of raw land value or added to the known raw land value to arrive at the value of an improved site.

The third method employed is an Income Residual Method. An estimate is made of the potential net income, which can be earned from the site improved with buildings. The cost of these improvements © 2024 VALBRIDGE PROPERTY ADVISORS I NORTHERN CALIFORNIA Page 3 Val bridge SILICON VALLEY POWER EASEMENT

SUMMARY BASIS OF APPRAISAL

PROPERTY ADVISORS
is estimated to determine the portion of the income needed to supply a fair return on these costs. The residual income is available for a return on the land. Therefore, this income is capitalized into an indicated land value.

For purposes of this appraisal, the Sales Comparison Approach has been employed. Sufficient sales data was available that it was felt this method yielded a reliable result. This is the method that would most often be applied by a typical buyer of this type of property. The comparable sales are provided in Exhibit A.

Sales Comparison Approach
The sales comparison approach is used to derive a value indication by comparing the property being appraised to similar properties that have sold recently, applying appropriate units of comparison, and making adjustments to the comparables based on the elements of comparison.

Based on our analysis of sale comparables provided in Exhibit A, we estimate the land value of the Larger Parcel to be $23,870,800 (land only). This is based on a price per square foot of land of $100 x 238,708 square feet.
(C) Value of Part Taken
We have valued the part taken next. This consists of the value of the permanent easement.

Permanent Easement
In the "after" condition, the highest and best use of the Larger Parcel remains for continuation of the existing use.

For this valuation, the rationale for estimating the easement value can be shown as an equation:

Fee simple land value x % of fee rights being acquired = easement value Based on our experience, an easement that is solely for subsurface utilities, as one example, may command a 10-35% share of the fee rights. As another example, exclusive control of surface rights may capture 90-100% of the fee simple value.

The subject is a perpetual easement. The grantor has significant remaining rights at the surface, landscaping, parking and signage for example. We estimate that the easement encumbers 25% of the total bundle of rights.

Therefore, the fair market value for the permanent easement is estimated at $155,000, or 6,200 square feet X $100 X 25%.
(D) Severance Damages/Benefits Analysis
Severance damages and benefits involve measuring the effect that the "acquisition" and "Project" have on the value of the property remaining, i.e., on the "remainder." The acquisition is not expected to result in any severance damages to the remainder. © 2024 VALBRIDGE PROPERTY ADVISORS I NORTHERN CALIFORNIA Page 4 Val bridge

PROPERTY ADVISORS

SILICON VALLEY POWER EASEMENT

SUMMARY BASIS OF APPRAISAL
The highest and best use of the Larger Parcel upon partial acquisition is unchanged, relative to the "before" condition. We have not identified any damages from the Project.

Benefits result when the value of the remainder increases because of either the Project or the acquisition. Any resulting benefits are offset only against severance damages and not against acquisition value.

Each case for benefits is unique. In the case of the subject, we envision that the electric utility upgrades would be superior relative to the existing conditions. Since we have not identified any severance damages, we have not quantified any potential benefits. (E) Conclusion of Just Compensation and Value in the "After" Condition The market value of the acquisition is shown on the following page. ©2024 VALBRIDGE PROPERTY ADVISORS I NORTHERN CALIFORNIA Page 5 Val bridge SILICON VALLEY POWER EASEMENT
SUMMARY BASIS or: APPRAISAL

PROPERTY ADVISORS
Summary of Valuation
A. Land Value of the whole before acquisition:

B. Value of the part acquired as part of the whole:

Permanent Easement ($100 x 6,200 SF x 25%)
Site Improvements (e.g. trees)
C. Value of the remainder as part of the whole: (Line A less Line B) $155,000
$0
D. Value of the remainder after the acquisition and before consideration of benefits (Line C - Line E)
E. Severance Damages/Cost to Cure
F. Value of the remainder after the acquisition and after considering benefits G. Benefits (Line F less Line D)
H. Net Damages or Net Benefits (Line E minus Line G)
Plus: TCE:

Total
I. Market Value of the Acquisition (Just Compensation) (Line B plus Line H) Subtotal
Rounded
$23,870,800
$155,000
$23,715,800
$23,715,800
$0
$23,715,800
0 $0
.$_Q
$0
$155,000
$0
$155,000
$155.000
The resulting land value of the remainder in the "after" condition is $23,715,800, or $23,870,800 - $155,000.
© 2024 VAi.BRiDGE PROPERTY ADVISORS I NORTHERN CALIFORNIA Page 6 Val bridge

PROPERTY ADVISORS

SILICON VALLEY POWER EASEMENT

SUMMARY BASIS OF APPRAISAL
The fair market value for the acquisition is, $155,000, as summarized below:

Value Conclusions: 3800 Bassett Street
Net Severance
Permanent Easement Sito Improvements Damages Total Fair Market Villue Value Type Fair Market Value Fair Market Value Fair Market Value Fair Market Value Property Rights Appraised Permanent Easement Acquisition Date of Value August 8, 2024 August 8, 2024 August 8, 2024 8/8/20024 Fair Market Value $155,000 $0 $0 Total: $155,000
(rounded)
The previous is a summary of the appraisal prepared at the request of Silicon Valley Power to comply with Government Code Section 7267.2 that fairly and correctly states my opinions and knowledge.

Dated: October 8, 2024
~7~ Josh Fronen, MAI
Managing Director
California Certified License #AG028548
License Expires 12-18-2025
© 2024 VALBRIDGE PROPERTY ADVISORS I NORTHERN CALIFORNIA Page 7 Val bridge

PROPERTY ADVISORS
Addenda
Exhibit A: Land Sales
Exhibit B: Easement Area
Office Locations
@ 2024 VA\.BRIDGE PROPER-rt' ADVISORS I NORTHERN CALIFORNIA

SILICON VALLEY POWER EASEMENT

ADDENDA

Val bridge

PROPERTY ADVISORS
Exhibit A: Land Sales
Comparable Sales Summary
Cotnp Pt I Ce pit>r SF

SILICON VALLEY POWER EASEMENT

ADDENDA
No Address COE datiP Llnd SF ~I~ Ptu.e of land Granter/ Gr~ntco anrl Recordmq # 550 East Brokaw Road Feb-24 861,617 $ 80,000,000 $92,85 Caracol Property Owner llC San Jose Super Micro Computer Inc.

Recording# 25596686
2 1045 Commercial Court Jan-23 108,028 $ 6,500,000 $60.17 Anderson Graves LLC San Jose 1045 Commercial Court LLC
Recording #25431855
3 960 Cenval Expressway Mar-23 1.788, 138 $ 237,761,000 $132.97 Owens Corning Insulating Systems LLC Santa Clara Amazon Com Services LLC
Recording #25445147
4 866 Parker Street Jul-24 39,048 $ 4,900,000 $125.49 ABC Ma nu/a cturing Co.

Santa Clara 840 Parker Street LLC
Recording !125661169
© 2024 VALBRIDGE PROPERTY ADVISORS I NORTHERN CALIFORNIA Page 9 Val bridge SILICON VALLEY POWER EASEMENT

ADDENDA

PROPERTY ADVISORS
Exhibit B: Easement Area
Permanent Easement
EXHIBIT "A" SVP REF: SC 1X-1XX
OVERHEAD ELECTRIC EASEMENT ACROSS:

REED & GRAHAM, INC.
3800 BASSETT ST.

SANTA CLARA, CALIFORNIA 95050
APN: 104-14-160
EASEMENT AREA: 6,200FT. ±
\
" ' ' .~ PROJ .
~ / ~ , ED & GRAHAM,
,
APN: 04-14• 1 ..
~ '7 ~~ ~
LEGEND
r72/J'ZZ7ZaEASEMENT AREA
--- --ROADWAY PLATTED CENTERLINE
1---P ---POWER LINE REFERENCE LINE
- · · - EXISTING EASEMENT LINE
- - - -BUILDINGSET8ACKUN'E
~ FOU~ SURVEY MONUMENT
nt8 DIWMNO IHOUID eE U&EO ON. Y NJ AAEl'RE8£NTATo:>N OP 1tt2 L~Tl01f Of' nl~EM- eNO OON~~Ym. THE EX'<CT L<XlATIOtl OF~ B TRUC>'ll."'U, i-eAAOAFPUqTEN.O.Nc•s. -..-.CTl'O Cll'JiOE MTHIN"IHEB~IE! OF lHE RIIIHTO.WAY HEREIN a,wnm REV: 0 DATE: J.2g.:l_4 SCALE: I"= 120' BY;AOO CHK:OHH APP: JJC ~.,.......,.,_ ..

HUUICAl
COllll1Ull lMt
REED & GRAHAM, INC.

APN: 104-14-160
3800 BASSETT ST.

SALT Uk[ Cll'f, UIAH SANTA CLARA, CALIFORNIA 95050
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Resolution/Determining Public Interest and Necessity to Acquire Certain Real Property Interests Page 1 of 3 Rev: 7/27/2023
RESOLUTION NO. _____

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA

DETERMINING THAT THE PUBLIC INTEREST AND NECESSITY

REQUIRE THE ACQUISITION OF CERTAIN REAL PROPERTY

INTERESTS FOR A PUBLIC PROJECT AND DIRECTING THE

FILING OF EMINENT DOMAIN PROCEEDINGS
WHEREAS, the City of Santa Clara (hereinafter the “City”), a chartered city and municipal corporation acting by and through its municipally owned utility, Silicon Valley Power (hereinafter “SVP”), is engaged in a continuing effort to upgrade and enhance its overhead and underground distribution and transmission systems to meet new customer demand and to maintain the reliability of SVP’s electric system. The upgrades and enhancements require a new 115-kilovolt (kV) transmission line connecting the Northern Receiving Station (NRS) and the Kifer Receiving Station (KRS) (the “Project);
WHEREAS, the Project will enable SVP to transfer additional power, balance electric loads across the City’s three receiving stations, and enhance overall system reliability; WHEREAS, the Project will involve the construction, installation, placement, operation, and maintenance of transmission and distribution electric facilities and result in either the expansion of existing easements or the acquisition of new easements; WHEREAS, it is desirable and necessary for the City to acquire the real property interests necessary for the Project located at 3800 Bassett Street, Santa Clara, CA 95054 (the “Subject Property Interests”), as more fully described and depicted in Exhibit A and Exhibit B; WHEREAS, the City is vested with the power of eminent domain to acquire real property interests by virtue of Section 19 of Article I of the California Constitution, California Government Code section 37350.5, California Public Utilities Code section 612, and California Code of Civil Procedure sections 1240.010 and 1240.220;
WHEREAS, the City conducted an appraisal of the Subject Property Interests and, pursuant to the provisions of Section 7267.2 of the California Government Code, the City has made an offer to the Owner of Record to acquire the Subject Property Interests for the amount which it has Resolution/Determining Public Interest and Necessity to Acquire Certain Real Property Interests Page 2 of 3 Rev: 7/27/2023
established to be just compensation;
WHEREAS, the Owner of Record has not accepted the City’s offer; WHEREAS, pursuant to the provisions of the California Code of Civil Procedure Section 1245.235, the City provided notice to the Owner of Record of 3800 Bassett Street, Santa Clara, CA 95054 that the City Council intends to adopt a resolution of necessity and the right of the Owner of Record to appear before the City Council and heard; and WHEREAS, on October 8, 2024, by Resolution No. 24-9386, the City Council certified the Mitigated Negative Declaration (MND) and Mitigation Monitoring and Reporting Program (MMRP) for the Project in accordance with California Environmental Quality Act (CEQA), and the actions proposed herein require no further environmental review is necessary pursuant to CEQA.

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

1. That the above Recitals are true and correct and by this reference made a part hereof.

2. That the Report to Council accompanying this resolution is true and correct and by this reference made a part hereof.

3. That the Recitals and the Report to Council support the City Council’s findings below:

A. The public interest and necessity require the Project.

B. The Project is planned or located in the manner that will be most compatible with the greatest public good and the least private injury.

C. The Subject Property Interests sought to be acquired are necessary for the Project.

D. All environmental review required by law has been prepared and adopted.

E. The offer required by Section 7267.2 of the California Government Code has been made to the Owner(s) of Record of the Subject Property Interests.

F. The necessary notice of hearing has been given, as required by Code of Civil Procedure section 1245.235.

Resolution/Determining Public Interest and Necessity to Acquire Certain Real Property Interests Page 3 of 3 Rev: 7/27/2023

4. That The City Attorney or his duly authorized designee is hereby authorized and directed to institute and conduct to conclusion an action in eminent domain for the acquisition of the estates and interests aforesaid and to take such actions as he may deem advisable or necessary in connection therewith.

5. That the City may deposit with the State Treasury the probable amount of compensation and obtain an order for prejudgment possession of the Subject Property Interests.

6. Effective date. This resolution 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 ___ DAY OF _________, 20__, BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST: ______________________________

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA
Attachments incorporated by reference:

1. Exhibit A – Subject Property Interests Overhead Electric Utility Easement

2. Exhibit B – Exhibit A Description

1500 Warburton Avenue Santa Clara, CA 95050 • 408-615-6600 ·Fax 408-249-0217• www.siliconvalleypower.com June 5, 2025
Reed & Graham, Inc.

Attn: Gerald Graham
P.O. Box 5940
San Jose, CA, 95150
Re: NRS-KRS 115kV Transmission Line Project
Property Address: 3800 Bassett Street, Santa Clara, CA 95054 APN: 104-14-160
Dear Mr. Graham:

As you know, the City of Santa Clara (“City”) has approved plans to construct its new 115 kilovolt (kV) overhead transmission line from the Northern Receiving Station (NRS) to Kifer Receiving Station (KRS) Project (“Project”). In order to construct the Project, the City requires an overhead electric easement from you at the property located at 3800 Bassett Street, Santa Clara, CA 95054 (“Property”).

We have not come to an agreement for a voluntary sale of these easement rights; therefore, the City Council will hold a hearing and consider adopting a Resolution of Necessity. If adopted, the Resolution of Necessity functions as a declaration that public use and necessity requires the acquisition of an overhead electric easement on the Property for the Project. To that end, please find enclosed a Notice of Intention to Adopt Resolution of Necessity, stating that the hearing before the City Council is scheduled for June 24, 2025. If you wish to appear at the hearing and address the City Council, please complete the enclosed Request to be Heard and return it to the City Clerk in advance of the hearing.

Sincerely,
Nico Procos
Acting Director of Silicon Valley Power

DESCRIPTION:

The easterly 10.00 feet of the parcel of land conveyed in that certain Grant Deed recorded April 23, 1963 as Document No. 2389925, in the Office of the Recorder of Santa Clara County (ORSCC), herein after referred to as the Grantor's Parcel, located in the City of Santa Clara, County of Santa Clara, State of California, described as follows:

COMMENCING at a monument located at the centerline intersection of Bassett Street and Norman Avenue; thence North 27°24'00" West 501.26 feet along the centerline of said Bassett Street (as shown on Page 2 of this Exhibit); thence South 62°36'00" West 30.00 feet to the westerly right-of-way of said Bassett Street and the POINT OF BEGINNING; thence South 63°11'02" West 10.00 feet along the southerly line of said Grantor's Parcel; thence North 27°24'00" West 616.58 feet to the northerly line of said Grantor's Parcel; thence North 63°01'53" East 10.00 feet to the said westerly right-of-way; thence South 27°24'00" East 616.61 feet along said westerly right-of-way to the POINT OF BEGINNING. CONTAINING: 6,200 sq. ft., more or less. 2-7-25
THIS DRAWING SHOULD BE USED ONLY AS A REPRESENTATION OF THE LOCATION OF THE EASEMENT BEING CONVEYED. THE EXACT LOCATION OF ALL STRUCTURES,

LINES AND APPURTENANCES IS SUBJECT TO CHANGE WITHIN THE BOUNDARIES OF THE RIGHT OF WAY HEREIN GRANTED SVP REF:

REED & GRAHAM, INC.

APN: 104-14-160
3800 BASSETT ST.

SANTA CLARA, CALIFORNIA 95054
EXHIBIT "A"
OVERHEAD ELECTRIC EASEMENT ACROSS:

REED & GRAHAM, INC.
3800 BASSETT ST.

SANTA CLARA, CALIFORNIA 95054
APN: 104-14-160
EASEMENT AREA: 6,200 FT. ±
REV: DATE: BY: CHK: APP:

SHEET: 1 of 2
0 SCALE: N/A GAB GHH JJC
10' Basis of Bearings N 27°24'00" W (Mon to Mon)
CL MON

BASSETT STREET

NORMAN AVENUE
CL MON

BASSETT STREET

WYATT DRIVE
1204.76' (TIE)
501.26' (TIE)
S 62°36'00" W

30.00' (TIE)
S 63°11'02" W 10.00'
N 27°24'00" W
616.58'
N 63°01'53" E

10.00'
S 27°24'00" E
616.61'
POB

SCALE FEET
0 60 120
2-7-25
THIS DRAWING SHOULD BE USED ONLY AS A REPRESENTATION OF THE LOCATION OF THE EASEMENT BEING CONVEYED. THE EXACT LOCATION OF ALL STRUCTURES,

LINES AND APPURTENANCES IS SUBJECT TO CHANGE WITHIN THE BOUNDARIES OF THE RIGHT OF WAY HEREIN GRANTED PROJECT I.D. 5
REED & GRAHAM, INC.

APN: 104-14-160
SVP REF:

REED & GRAHAM, INC.

APN: 104-14-160
3800 BASSETT ST.

SANTA CLARA, CALIFORNIA 95054
EXHIBIT "A"
OVERHEAD ELECTRIC EASEMENT ACROSS:

REED & GRAHAM, INC.
3800 BASSETT ST.

SANTA CLARA, CALIFORNIA 95054
APN: 104-14-160
EASEMENT AREA: 6,200 FT. ±
REV: DATE: BY: CHK: APP:

SHEET: 2 of 2
0 SCALE: 1" = 120' GAB GHH JJC

BASSETT ST

WYATT DR

ROADWAY PLATTED CENTERLINE

POWERLINE REFERENCE LINE

FOUND SURVEY MONUMENT

EASEMENT AREA
LEGEND

NORMAN AVE
SCLA-56598\2334874.1

EXHIBIT B
Exhibit A Description
[i] a 6,200 square foot permanent Easement in, on, over, along and across the real property described and depicted in Exhibit “A” (“Easement Area”) for the purpose of constructing and reconstructing, installing, operating, inspecting, maintaining, repairing, removing and/or replacing overhead electrical transmission, distribution and/or communication systems, and appurtenances thereto, including a reasonable right of ingress and egress over adjoining lands of fee owner. In exercising said right of ingress and egress, easement holder shall, wherever practical, use existing roads and lanes across lands of fee owner, if such there be, and if not, by such route or routes as shall result in the least practicable inconvenience to fee owner and any occupants of fee owner’s property.

The overhead system will consist of poles, wire supports, wires and conductors suspended from pole to pole, transformers and other equipment mounted on the poles, anchors, guy attachments, and other appurtenances.

Portions of the Easement Area may be used by the fee owner for driveway(s), landscaping (excluding trees), and parking, as will not interfere with the easement holder’s use of the Easement. Any other use of the Easement Area by fee owner shall be subject to easement holder’s express written consent and only after easement holder’s review of plans and specifications and determination that such use will not interfere with its use of the Easement. Easement holder may trim any trees or remove any tree or structure which are in or adjacent to the Easement Area which, in easement holder’s reasonable determination, interferes with its use of the Easement. Easement holder may trim any trees or remove any tree which is in or adjacent to the Easement Area which exceeds a height of 20 feet or poses a risk of falling onto the easement holder’s facilities or equipment located within the Easement.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-527 Agenda Date: 6/24/2025

REPORT TO COUNCIL

SUBJECT
Public Hearing: Action on a Resolution of Necessity to Acquire Certain Real Property Interests on 891 Laurelwood Road, Santa Clara, California, from the Owner of Record for Purposes of Implementing the Silicon Valley Power 115kV Transmission Line Project

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
To support the growing electric demand and service needs within the City of Santa Clara (City), Silicon Valley Power (SVP) has identified the need for the construction of a 115-kilovolt (kV) transmission line connecting the Northern Receiving Station (NRS) and the Kifer Receiving Station (KRS) (the “Project”). This new transmission line will enable SVP to transfer additional power, balance electric loads across the City’s three receiving stations, and enhance overall system reliability.

After evaluating three potential transmission routes, the City Council approved the preferred route on November 12, 2024 (RTC #24-1040), an overhead alignment along Lafayette Street, Bassett Street, and Duane Avenue. The route was selected based on its overall feasibility, least impact to residents and businesses, permitting constraints, ability to meet the schedule, flexibility in power delivery, ease of maintaining the system, and reduced construction disruption to the public as compared to the other alternatives.

The City Council has previously taken several actions on the Project:
· March 19, 2024 - RTC #24-1614 - Informational Report
· November 12, 2024 - RTC #24-1040 - Action on a Mitigated Negative Declaration (MND) and Mitigation Monitoring and Reporting Program (MMRP) and Route Approval for the Project o Approved the Adoption of a MND and the MMRP.
o Approval of Route A, Option 1, for an entirely overhead alignment of the new 115kV transmission line.
· February 25, 2025 - RTC #25-212 - Authority to Execute Purchase and Sale Agreement (PSA) for Easement Acquisitions
Other actions taken for this Project include two virtual community meetings held on April 25, 2024, and May 23, 2024, as well as an in-person public engagement meeting held on August 22, 2024, to present and take comments from the community on the transmission line route.

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25-527 Agenda Date: 6/24/2025
The Project requires the acquisition of twenty (20) easements for SVP’s electrical facilities, including an easement located on 891 Laurelwood Road, Santa Clara, California (Easement Area), comprised of approximately 4,200 square feet of property as more fully described in the Resolution of Necessity, attached to this Report to Council.

DISCUSSION
On August 8, 2024, the City conducted an appraisal of the Easement Area and, subsequently, sent an offer for the Easement Area to the property owner on November 13, 2024. The property owner has declined the initial offer and refuses to negotiate. The property owner requested a billboard to “hide” the pole on their property.

City acquisition of the Easement Area is necessary for the Project and City’s reasonable efforts to acquire it through negotiations have not been successful. Therefore, it has become necessary for the City to acquire the Easement Area through the eminent domain process. At this point, in order to proceed with acquisition of the Easement Area under the eminent domain process, the law requires the City Council to hold a public hearing, consider all testimony presented and, in the Council’s discretion, adopt a Resolution of Necessity making certain findings. These findings, along with the factual basis necessary to make the findings, are set forth below:
· The public interest and necessity require the Project.

The completion of the Project is one of the key projects that are needed to increase SVP’s system capacity to approximately 1300-megawatt (MW). Until the Project is completed, SVP’s system capacity will be limited to 819MW. This is insufficient to meet projected electric loads within the City. This Project will enable SVP to transfer additional power, balance electric loads across the City’s three receiving stations, and enhance overall system reliability. · The Project is planned or located in the manner that will be the most compatible with the greatest public good and the least private injury.

The SVP evaluation team for the Project consisted of internal SVP staff, design and environmental engineering consultants, and program management staff. The SVP evaluation team conducted a comprehensive analysis and evaluation, employing various methodologies such as potholing and Ground Penetrating Radar (GPR) surveys. This in-depth assessment took into consideration SVP’s load growth and system planning projections, schedule, cost estimation, required easements and permits, and engineering judgment. The goal was to determine feasible route alignments, identify a preferred route, and explore potential overhead and underground options within the preferred route. The findings favored the preferred route for the Project which is the all-overhead option set forth in Attachment 2 of RTC #24-1614. The Project alignment chosen will be achieved at less cost, be delivered more quickly, and will impact less residents and businesses than the other considered alignments. · The Easement Area sought to be acquired is necessary for the Project.

The Easement Area is necessary to achieve the technical needs of the Project as it is within the alignment of the selected route. The majority of the route will be built within the public right -of-way however the Easement Area adjacent to the right-of-way is required for maintenance purposes and to ensure the proper electrical conductor clearances are met. The Easement Area also needs to take into account the necessary clearances from the blow out or sway of the electrical conductors.

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25-527 Agenda Date: 6/24/2025
· The offer required by Section 7267.2 of the Government Code has been made to the owner of record for the full amount established as the fair market value of the Easement Area.

On November 13, 2024, the City made an offer to the Owner of Record to acquire the Easement Area for an electric overhead easement upon the value determined by an independent state licensed and certified appraiser in accordance with the above referenced Government Code section.

The Resolution of Necessity requires approval by a two-thirds vote of the Council. If the City Council adopts the recommended Resolution of Necessity, the City would deposit the necessary funds for the Easement’s probable compensation with the State Condemnation Deposit Fund and file an eminent domain complaint with the Santa Clara County Superior Court to seek possession of the property.

As always, the parties can continue to negotiate in an effort to come to a mutual agreement on compensation for the easement, including any compensation due for furniture, fixtures, and equipment, and any loss of business goodwill.

ENVIRONMENTAL REVIEW
The Mitigated Negative Declaration (MND) and Mitigation and Reporting Program (MMRP) were prepared for the Project in conformance with CEQA. These documents and Notice of Availability were posted on the City’s website at <http://www.santaclaraca.gov/ceqa> and circulated for 30-day review from July 31, 2024, to August 30, 2024.

The MND examined environmental impacts associated with the Project. The MND identified potentially significant impacts to air quality, biological, cultural resources, geology and soils, hazards and hazardous materials, hydrology and water, noise, and traffic/transportation. However, the MND and MMRP incorporates mitigation measures to reduce the potentially significant impacts to less-than -significant.

The MND and MMRP were adopted by the City Council on November 12, 2024, by Resolution No. 24 -9386.

FISCAL IMPACT
There is no budget impact to the City for adopting the action on a Resolution of Necessity to acquire certain real property interests on 891 Laurelwood Road, Santa Clara, California, from the Owner of Record other than administrative staff time and expense. The anticipated easement costs for the Project are currently budgeted within the Electric Utility Capital Fund.

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

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] <mailto:[email protected]> or at the City of Santa Clara Page 3 of 4 Printed on 6/20/2025
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25-527 Agenda Date: 6/24/2025
public information desk at any City of Santa Clara public library.

Additionally, on June 5, 2025, a letter (attached) was mailed to the property owner, as verified on the Title Report. The letter included notification of the public hearing and consideration of a Resolution of Necessity. A Notice of Intention to Adopt a Resolution of Necessity stating that the hearing before City Council is scheduled for June 24, 2025, and Request to be Heard documentation were also included as attachments to the letter.

ALTERNATIVES

1. Adopt a Resolution of Necessity to Acquire Certain Real Property Interests.

2. Do not adopt a Resolution of Necessity.

RECOMMENDATION
Adopt a Resolution of Necessity to Making the Required Findings to Acquire Certain Real Property Interests on 891 Laurelwood Road, Santa Clara, California, from the Owner of Record (Five affirmative votes required [California Code of Civil Procedure section 1245.245]).

Reviewed by: Nico Procos, Acting Director of Silicon Valley Power Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. 891 Laurelwood Road, November 13, 2024, Offer Letter

2. Resolution of Necessity

3. 891 Laurelwood Rd, Intent Resolution of Necessity and Notice of Intention City of Santa Clara Page 4 of 4 Printed on 6/20/2025
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-~ SILICON
.VALLEY
POWER. CITY Of SAtlTA Cl.AAA
~ The Center of What's Possible
Nov. 13, 2024
891 Laurel wood LLC
Hok Yeung
P.O. Box 503
Belmont, CA, 94002
SUBJECT: OFFER TO PURCHASE OVERHEAD ELECTRIC EASEMENT
SITE: 891 Laurelwood Road
NRS-KRS 115kV Transmission Line Project
Dear Mr. Yeung:

The City of Santa Clara, acting by and through its municipally owned utility, Silicon Valley Power (SVP), is currently pursuing acquisition of power line easements to construct, operate, and maintain approximately 2.24 miles of new 115 kilovolt (kV) overhead transmission line from the Northern Receiving Station (NRS) to Kifer Receiving Station (KRS) ("Project"). The power lines that are proposed to be built for the Project requires the acquisition of property rights affecting approximately 4,200 square feet over a portion of your property located at 891 Laurelwood Road, Santa Clara, CA and is also identified by the County Assessor as Parcel No, 101-11-004 ("Property").

SVP's primary objective of the Project is to increase system capacity and reliability. The majority of the new llSkV transmission line would be constructed along Lafayette Street, Bassett Street, and Duane Avenue. The Project is anticipated to be completed in 2028.

SVP designs its transmission system so that a loss of a single transmission line does not result in the loss of power for its customers. This design philosophy ensures the maximum reliability for its customers. As the power demands of the City grow, so does the necessity to construct infrastructure upgrades, such as this project, to continue to maintain this level of service reliability and increase the power capacity to support load growth and development. SVP is proactive about addressing future reliability issues and committed to providing the best service reliability for its customers.

Our title information shows 891 Laurel wood LLC, a California limited liability company to be the owner of the Property. This Property is within the Project area.

Subject to, and upon the terms and conditions set forth herein, SVP offers to purchase the easement area over the Property ("Easement Area"), as described in Exhibit A: Overhead Electric Easement Deed ("Easement Deed") attached hereto. SVP hereby offers the sum of One Hundred Five Thousand Dollars ($105,000) as just compensation for the acquisition of the Easement Area. ~ SILICON
·~ VALLEY
POWER. C ITV Of SAl'H A ( IJl!\A
~ The Center of What's PoS!llble
It is the policy of SVP to acquire property interests that are in private interests through voluntary purchase, if possible, and only when it is necessary to do so. In accordance with applicable law, SVP has obtained, reviewed and approved an appraisal to establish the fair market value of the property to be acquired. The attached Appraisal Summary outlines the basis for this offer pursuant to Government Code §7267.2.

Pursuant to Code of Civil Procedure§ 1263.025, SVP offers to pay your reasonable costs up to five thousand dollars ($5,000) for an independent appraisal of the property interests. By law, an appraiser licensed by the Office of Real Estate Appraisers must prepare the independent appraisal.

Although you are not required to obtain an appraisal at this time, or at all, if you believe such appraisal can assist you in evaluating this offer, it is in your interest to obtain an independent appraisal as expeditiously as possible. If you choose to obtain an appraisal, please forward SVP an invoice from your appraiser, identifying the Easement Area and the Property address as the subject of the appraisal and the fee charged.

Materials enclosed for your information include:
• An Easement Deed with Exhibit showing the Easement Area; • The Appraisal Swnmary for your Easement Area.

The agent assigned to you and to whom you will be working with is John Timmins who can be reached at 801-244-3707 or by email at [email protected]. Please contact him if you have any questions or if you wish further clarification of this offer.

If you are agreeable to the purchase amount of this off er for the Easement Area, please indicate your acceptance by signing in the space provided below and return an original signed copy of this letter to John Timmins using the postage paid return envelope, which is enclosed, for your use.

Upon receipt of your acceptance of this purchase offer amount, a contract for sale (Purchase and Sale Agreement) and escrow instructions will be prepared for your execution. SVP will pay all of the conveyance and escrow costs. All taxes and assessments, if any, will be pro-rated, and possession will be delivered to SVP at the close of escrow.

Sincerely,
Manuel Pineda P.E.

Chief Electric Utility Officer
Enclosures:

SVP Easement with Exhibit
Appraisal Summary
Postage paid return envelope

ACCEPTANCE OF OFFER
.»21UCON
~ VALLEY
POWER. CITY OF SANTA CLARA
~ The Center of What's Possible
I, Hok Yeung, am the legal owner of the Property. SVP submitted to me an Offer to purchase Overhead Electric Easement dated November 13, 2024 ("Offer") whereby the City of Santa Clara acting by and through its municipally owned utility, Silicon Valley Power, offered $105,000 as the purchase amount for the acquisition of the Easement Area. By signing below, I, Hok Yeung hereby accept this Offer and the terms and conditions contained therein. I further represent that I am legally authorized to accept the Offer.

Any and all capitalized terms shall have the meaning ascribed to them in the Offer.

Owner's Nrune
By: ________ _
Name: ---------
Title: ---------
Date:. ________ _
Recording Requested by:

Office of the City Attorney
City of Santa Clara, California
When Recorded, Mail to:

Office of the City Clerk
City of Santa Clara
1500 Warbutton Avenue
Santa Clara, CA 95050
[SPACE ABOVE TIIIS LINE FOR RF.CORDER'S USE)
EXEMPT FROM RECORDTNG "FEE
l'ERGOVERNMF.NT CODE§§ 6103 and 27383

EXEMPT T'ROM FEE
PER GOVERNMENTCODE ~ 27388.1 (a)(2)(D)

OVERHEAD ELECTRIC EASEMENT DEED
891 Laurelwood Road & APN 101-11-004
Santa Clara, California
For valuable consideration, the receipt of which is hereby acknowledged, 891 Laurelwood LLC, a Califomia limited liability company, (herein "Grantor"), hereby grants to the CITY OF SANTA CLARA, California, a chartered municipal corporation, (herein "Grantee"), an easement and right-of-way (herein "Easement") in, on, over, along and across the real property owned by Grantor in the City of Santa Clara, State of California, described in Exhibit A attached hereto and incorporated herein by this reference ("Easement Area").

This Easement shall be used by Grantee for the purpose of constructing and reconstructing, installing, operating, inspecting, maintaining, repairing, removing and/or replacing overhead electrical transmission systems, electrical distribution system, and communication systems, and appurtenances thereto, including a reasonable right of ingress and egress over adjoining lands of Grantor. In exercising said right of ingress and egress, Grantee shall, wherever practical, use existing roads and lanes across lands of Grantor, if such there be, and if not, by such route or routes as shall result in the least practicable inconvenience to Grantor and any occupants of Grantor's property.

The overhead system will consist of poles, wire supports, wires and conductors suspended from pole to pole, transformers and other equipment mounted on the poles, anchors, guy attachments, and other appurtenances.

Portions of the Easement Area may be used by the Grantor for driveway(s), landscaping (excluding trees), and parking, as will not interfere with the Grantee's use of the Easement. Any other use of the Easement Area by Grantor shall be subject to Grantee's express written consent and only after Grantee's review of plans and specifications and dcte1n1ination that such use will not interfere with its use of the Easement. Grantee may trim any trees or remove any tree or structure which is in or adjacent to the Easement Area which, in its reasonable determination, interferes with its use of the Easement. Grantee may trim any trees which is in or adjacent to the Easement Area which exceeds a height of 20 Feet or poses a risk of falling onto the Grantee's facilities or equipment located within the Easement.
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