City Council and Authorities Concurrent
August 26, 2025

9. Effective date. This resolution shall become effective immcdialely.

I I IEREBY CERTIFY THE FOREGOING TO BE A TRUE COPY OF A RESOLUTION

PASSED ANO ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A SPECIAL MEETING THEREOF IIELD ON THE 19m DAY OF MARCH, 2013, BY lllE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

A8STAINEO: COUNCILORS:

Attaduncnts inco1po1111ed by rd'ercnce: None
Oty Suppo11 Rcso,uioo Super Bowl L
1S24\02\1306440 3
3/21/1013
Davis, Gillmor, Kolstad, Mahan, Marsalli and
O'Neill and Mayor Matthews
None
None
None
ATTEST:

A -5
VJ/
ROD DIRIDON, JR.

CITY CLERK

CITY OF SANT A CLARA
PageSofS
RESOLUTION NO. 13-8010

A RESOLUTION OF TIIE CITY OF SANTA CLARA,

CALIFORNIA, REGARDING SUPPORT FOR SUPER

BOWL LI BID
BE IT RESOLVED DY THE CITY OF SANTA CLARA AS FOLLOWS:
"'HEREAS, the National Football League (the "League") owns, produces and controls the rumual l)rofcssional football championship game known as the "Super Bowl," the largest national annual sporting event held in this cotmtry; NFL Properties LLC ("NFLP" or, together with the League, the "NFL") owns, produces and controls the ''l\TFL Experience," and along with other NFL Affiliates owns, j)roduccs and controls certain other events associated \\�lb the Super Bowl ("Official Events");
WHEREAS, the City of Santa Clara has within its jurisdiction facilities and their premises, access roads, thoroughfares and other areas which may be used for the purposes of organizing, promoting, accommodating, staging and conducting Super Bowl LI and its related Official Events and activities;
WIIBREAS, hosting the Super Bowl and Official Events will generate goodwill, enhance the worldwide renown ru1d prestige of the City of Santa Clara, create temporary jobs and create substru1tial beneficial economic and fiscal activity;
WHEREAS, the NFL has requested a declaration of support from the City of Santa Clara and certain assurances concerning the perfom1ance of reasonably necessary govcnuncntal sen•ices in co1mection with the Super Bowl ru1d related Official Events held in the City of Sru1ta Clara as part of the fonnal bid of SF SB Committee to have the City of Santa Clara designated as a site for Super Bowl LI; ru1d,
WJIEREAS, the Stadium Project, including consideration of a Super Bowl being held at the Stadium bas previously undergone environmental review pursurutt to the California City Support Resolution Super Dow! LI
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Envirornnental Quality Act ("CEQA") and was coDsidered as pai1 of the project Enviro1uneDtal Impact Report certified for the proposed 49ers Santa Clara Stadium Project at 4900 Centennial Boulevard (the "Stadium EfR").

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

I. The City Cotmcil hereby fu1ds, for the following reasons, and based on the provision of CEQA (with particular reference to 14 Catifomia Code of Regulations, Section IS 162), that the Stadium EIR has served as the cnviromnentaf documentation pursuant to CEQA for approval of this Resolution and the Super Bowl. TI1e City Cotmcil further specifically fmds that there have not been any of the following occun-cnces since the approval of the Stadium EIR that would require a subsequent or supplemcDlal eDvironmental docmncut in connection with approval of this Resolution and a Super Bowl being held at the Stadimn:
a. there have uot been substantial changes in the project analyzed in the Stadium EIR which would require major revisions in the Stadium EIR and the Mitigation Monitoring Program;
b. there have not been substantial changes "�th respect to the circumstances under which the project analyzed in the Stadium EIR will be lmdertakcn which would require ma jor revisions in the Stadium EIR and the Mitigation Monitoring Program; and, c. there has not been tl1e appearance of new infomrnlion which was not known and could not have been known as of tl1c date of approval of the Stadiwn EIR and the Mitigation Monitoring Progran1 which is relevant to the approval of the Stadimn EIR and the Mitigatioµ Monitoring Program as it relates to the approval of the documents and agreements set fortl1 in this Resolution.

City Support Resolution Super Bowl LI Page2 of5
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2. Thal the City of Santa Clara welcomes Super Bowl L1 and related Official Events to its jurisdiction and to that end declares its full support of the efforts of SF SD Committee, Inc to have the City of Santa Clara selected as the site for Super Bowl LI.·

3. That, upon designation of the City of Santa Clara as a site for _Super Dowl LI, and at all times thereafter, the City of Santa Clara, and its agencies, departments and personnel, agree to provide all govenuncntal services (including without limitation public safety, security, fire and medical emergency, traf ic, decorative display and public works/street maintenance services and supplies) reasonably necessary to the success of Super Bowl L1 and related Official Events within its jurisdiction (whether, recognizing the tmiqucness and extraordinary scope of the Super Dowl, such services arc below, equal to or beyond the nonnal level and range of governmental services usually provided for events held within the jurisdiction), including all planning, training or deployment activities related to the provision of such services, all at no cost, expense or liability to the NFL or the two participating Teams (the "Teams").

4. That the City of Santa Clara agrees that neither the NFL, the Teams, nor any director, shareholder, officer, agent, employee or other representative of the NFL or the Teams shall be held accountable for or in�ur any financial responsibility or liability of any kind or nature whatsoever in connection with the govemmcntal services J)lanned ancVor provided relating to Supci Bowl LI and related Official Events.

5. That the City of Santa Clara agrees that it shall not authorize any sponsorships of the City of Santa Clara during the two weeks prior, through the week following, of Super Bowl LI and related Official Events; provided, however, nothing herein shall prevent the City from authorizing sponsorships of specific City events tmrclated to the Super Bowl.

6. Nothing herein shall prevent the City from seeking reimbursement for the governmental Ciiy Support Resolution Super Bowl LI
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services provided related to the Super Bowl and other Official Events from the SF SB Committee, the Santa Clara Stadium Authority or any other entity other than the NFL and the Teams.

7. The City Manager is !1ereby authorized and directed to file a Notice of Detem1inatio11 with respect to the approvals set forth in this Resolution in accordance with the applicable provisions ofCEQA.

8. Constitutionality. severability. Tf any section, subsection, sentence, clause, phrase, or word of this resolution is for any reason held by a court of competent jurisdiction to be unconstitutional or invalid for any reason, such decision shall not affect the validity of the remaining portions of the resolution. The City of Santa Clara, California, hereby declares that it would have passed this resolution and each section, subsection, sentence, clause, phrase, and word thereof, irrespective of the fact that any one or more section(s), subsection(s), sentencc(s), clause(s), phrase(s), or word(s) be declared invalid.

City Support Resolution Super Bowl LI
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9. Eftocclivedale. Thisresolu1ioi1 shall becomeeffeclive i11111Jedia1ely.

I HEREBY CERTIFY nm FOREGOING TO BE A TRUE COPY OF A RESOLUTION

PASSED AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A SPECIAL MEETING THEREOF JJELD ON THE 19™ DAY Of MARCH, 2013, BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT : COUNCILORS:

ABSTAINED: COUNCILORS:

Attachments iocolpOlaled by reference: None
City Support Resolulion Super Bowl LI
I 524Vl2\ 1306440.3
3/21/2013
Davis, Gillmor, KolSlad, Mahan, Marsalli and
O'Neill and Mayor Malthews
None
None
None
ATJ'EST:

A-10
ROD DIRJDON, JR.

CITYCLERK

CITY OF SANTA CLARA
Pages of S
RESOLUTION NO. 13-8011

A RESOLUTION OF THE CITY OF SANTA CLARA,

CALIFORNIA, REGARDING THE I'ROVISION OF FIRE

AND MEDICAL EMERGENCY SERVICES FOR SUPER
BOWL L
BE IT RESOLVED BY THE CITY 01? SANT A CLARA AS FOLLOWS:

WHEREAS, the National Football League (the "League") o,,11s, produces and controls the aiurnal professional football championship game known as the "Super Bowl," the largest national annual sporting event held in this country; and NFL Properties LLC (''NFLP" or, together with the League, the ''NFL") owns, produces and controls the ''NFL Experience," and along with other NfL Affiliates owns, produces and controls certain other events associated with the Super Bowl ("Official.Events");
WHEREAS, SF SB Committee is submitting a bid to host Super Bowl L with the expectation that Super Bowl L wilJ be played in the Santa Clara Stadium and other Super 13owl events \\�II occur in the City of Santa Clara and the City of San Francisco; WHEREAS, the City of Santa Clara is supportive of SF SB Committee's bid to host Super _Bowl L and has within its jurisdiction facilities and their premises, access roads, thoroughfares and other areas which may be used for the purposes of organizing, promoting, accommo�ating, staging and conducting Super Bowl L and its related Official Events and activities, including the Santa Clara Stadium;
WHEREAS, the Santa Clara Fire Depanment is officially charged with the responsibility to provide fire and medical emergency services within the City of Santa Clara; and, WHEREAS, the Stadium Project, including consideration of a Super Bowl being held at the Staditun has previously undergone cnvirorunental review pursuant to the California Enviro1m1cntal Quality Act ("CEQA") and was considered as part of the project Environmental Fire and Medical Emergency Agency Assurance Super Bowl L 2016 1524\02\1306440.3
3/21/2013
A-1 1

t
"'
Impact Report certified for the proposed 49ers Santa Clara Stadiwn Project at 4900 Centeru1ial Boulevard (the "Stadium EIR")

NOW THEREFORE, THAT AS REQUESTED BY THE NF L, AND AS PART OF THE

FORMAL DID OF SF SB COMMJTTEE TO HOST SUPER BOWL L WIIICH

INCLUDES THE USE OF THE SANT A CLARA STADIUM AS THE VENUE FOR SUPER BOWL L AND RELATED OFFICIAL EVENTS, DE lT l•URTHER RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:
1 The City CouDcil hereby finds, for the following reasons, and based on the provision of CEQA (with particular reference to 14 California Code of Regulations, Section 1516 2), that the Stadium EIR has served as the enviromnental docw11entalion pursuant to CEQA for approval of this Resolution and the Super Bowl. TI1e City Council further specifically finds that �!Jere have not been any of the following occun enccs since the approval of the Stadiwn Effi that would require a subsequent or supplemental enviroruncnlal document in connection with approval of this Resolution and a Super Bowl being held at the Stadium:
a. there tiave not been substantial changes in the project analyzed in the Stadium ETR which would require major revisions in the Stadium EIR and the Mitigation Monitoring Program;
b. there have not been substantial changes with respect to the circumstances uDder which the project analyzed in the Stadium EIR will be u_ndertaken which would require major revisions in the Stadium Effi. and the Mitigation Monitoring Program; and, c. there has not been the appearance of-new information which was not known and could not have been known as of the date of approval of the Stadium ETR and the Mitigation Monitoring Program which is relevant to the approval of the Stadium ETR and Fire and Medic.al Emergency Agency Asswance Super Bowl L 2016 Page2 of4 1524102\1306440.3
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the Mitigation Monitoring Program as it relates to the approval of the documents and agrccmcnls set forth in this Resolution

2. Upon designation of the City of Santa Clara as the site for Super Bowl L and related Oft'icial Events, and at all times thereafter, the Santa Clara Fire Department shall provide all fre and medical emergency services (including without limitation proper fire safety enforcement, emergency dispatch and paramedic services and supplies for the protection of people and property) reasonably necessary to the success of Super nowt L and related Official Events within its jurisdiction (whether, recognizing the uniqueness and extraordinary scope of the Super Bowl, such services arc below, equal to or beyond the nonnal level and range of public safety services usually provided for events held within the jurisdiction), including all planning, training or deployment activities related to the provision of such services, all at no cost, expense or liability to the NFL or the two participating Teams (the "Teams").

3. Upon designation as the site for Super Bowl L, and at all times thereafter, the Fire Marshal shall ack11owledge the unique and temporary status of construction related lo the Super Bowl and its Official Events and shall issue appropriate waivers for temporal)' stmc!ures to be constructed at the Stadiwn for the Super Bowl, provided such stmcturcs meet fire safety standards.

4. 'Jl1e City of Santa Clara agrees that neither the NFL, nor the Teams, nor any director, shareholder, officer, agent, employee or other representative of the NFL or the Teams shall be held accountable for or incur any financial responsibility or liability of any kind or nature whatsoever in connection with the fire and medical emergency services planned and/or provided relating to Super Bowl L and related Official Events.

5. Nothing herein shall prevent the City from seeking reimbursement for fire and medical emergency services costs from the Super Bowl host committee or any other entity other than the Fire and Medical Emergcnc?' Agency Assurance Super Bowl L 2016 1524\02\1306440.3
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NFL and lhe Teams.

6. ·me Ci1y Manager is hereby aulhorizcd and direclcd lo file a Nolice of Delc,minalion wilh respecl lo lhe approvals selforlh in lhis Resolulion in accordance with lhe applicable provisions ofCEQA.

7. Conslilulionalily, severabjlily . If any seclion, subseclion, senlence, clause, phrase, or word of lhis resolulion is for any reason held by a courl of competenl jurisdiction lo be unconslilulional or i1valid for any reason, such decision shall 1101 affecl lhe validily of lhe remaining porlions of the resoh11ion. TI1e City of Sanla Clara, Califomia, hereby declares lhal ii would have passed this resolulion and each scclion, subseclion, sentence, clause, phrase, ai1d word I hereof, irrespeclive of the fnct that any one or more section(s), subscction(s), sentcnce(s), clausc(s), phrase(s), orword(s) be declared invalid

8. Effective date. This resolution shall become eff,ective immediately.

I HEREBY CERTIFY THE FOREGOfNG TO BE A TRUE COPY OF A RESOLUTION

PASSED AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A SPECIAL MEETING THEREOF HELD ON Tiffi 19111 DAY OF MARCH, 2013, BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

A1tachmen1s incorporated by rcfercucc: None
Davis, Gillmor, Kolstad, Mahan, Marsalli and
O'Neill and Mayor Mall hews
None
None
None
ATTEST:

ROD DlRIDON, JR.

CITY CLERK

CITY OF SANT A CLARA
Fire and Medical Emergency Agency Assu,ancc Slper llowl L 2016 Page 4 of4 I 524 \02\1306440. 3
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RESOLUTION NO. 13-8012
A RESOLUTION 01• TIIE CITY OF SANT A CLARA,

CALIFORNIA, REGARDJNG THE PROVISION OF FIRE

AND MEDICAL EMERGENCY SERVICES FOR SUPER
BOWLLI
BE IT RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:

WHEREAS, tbe National Football League {the "League") owns, produces and controls the a1111ual professional football championslup game known as the "Super Bowl," the largest national annual sporting event heh! in this country; and NFL Properties LLC ("NFLP" or, together with - the League, the '.'NFL") owns, produces and controls the "NFL Experience," and along with other NFL Affiliates owns, produces and controls certain other events associated with the Super Bowl ("Official Events");
WHEREAS, SF sn Committee is submitting a bid to host Super Bowl LI with the expectation that Super Bowl LI will be played in the Santa Clara Stadium and other Super Bowl events will occur in the City of Santa Clara and the City of San Francisco; WHEREAS, the City of Santa Clara is supportive of SF SD Conuu ittce's bid to host Super Bowl L[ and has within its jurisdiction facilitie� and their premises, access roads, thoroughfares and other areas which may be used for the purposes of organizing, promoting, accommodating, staging and conducting Super Bowl LI and its related Official Events and activities, including the Santa Clara Stadium;
WIIEREAS, the Santa Clara Fire Department is officially charged with the responsibility to provide fre and medical emergency services with.in the City of Santa Clara; and, \VHEREAS, the Stadium Project, including consideration of a Super Bowl being held at the Stadium has preyiously undergone environmental review pursuant to the California Environmental Quality Act ("CEQA") and was considered as part of the project Enviroruuental Fire and Medical Emergency Agcacy Assurance Super Bowl LI 2oi"7 I 524\02\1306440.3
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Page I of4
•
•
Impact Report certified for the proposed 49ers Santa Clara Stadium Project at 4900 Ccntcmtial Boulevard (the "Stadium EIR").

NOW TIIEREFORE, 'fHAT AS REQUESTED BY THE NFL, AND AS PART 01• THE l•ORMAL BID OF SF SD COMMITTEE TO HOST SUPER BOWL LI wmcn INCLUDES TUE USE OF TIIE SANTA CLARA STADIUM AS THE VENUE l•OR

SUPER BOWL LI AND RELATED OFFICIAL EVENTS, BE IT FURTHER RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:

I. TI1e City Council hereby fi.nds, for the following reasons, and based on the provision of CEQA (with particular reference to 14 California Code of Regulations, Section 1516 2), tJ1at the Stadium EIR has served as tl1e environmental documentation pursuant to CEQA for approval of tl1is Resolution and the Super Bowl. ·n1e City Council further specifically f .nds that there have not been any of the following occurrences since the approval of the Stadium EIR that would require a subsequent or supplemental enviromnental document in connection with approval of this Resolution and a Super Bowl being held at the Stadiwn:
a tl1erc have not been substantial changes in the project analyzed in the Stadium EIR which would require major revisions in the Stadiwn EIR and the Mitigation Monitoring Program;
b. tl1erc have not been substantial changes with respect to the circumstances under which the project analyzed in the Stadium EIR will be 1mdertaken which would require major revisions in the Stadium EIR and Ilic tviiligation Monitoring Program; and, c. there has not been the appearance of new information which was not known and could not have been known as of tbc date of approval of the Stadium EIR and the Mitigation Monitoring Program which is relevant to the approval of the Stadium EIR and Fire and Medical Emergency Agency Assurance Super Bowl LI 2017 Page 2 of4 I 524\02\1306440.3
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the Mitigation Monitoring Program as it relates to the approval of the documents and agreements set forth in this Resolution

2. Upon desiguation of the City of Santa Clara as the site for Super Bowl LI and related Official Events, and at all times thereafter, the Santa Clara Fire Department shall provide all fire and medical emergency services (including without limitation proper fire safety enforcement, emergency dispatch and paramedic services and supplies for the protection of people and property) reasonably necessary to the success of Super Dow! LI and related Official Events within its jurisdiction (whether, recognizing the uniqueness and extraordinary scope of the Super Bowl, such services are below, equal to or beyond the uonual level and range of public safety services usually provided for events held within the jurisdiction), including all planning, training or deployment activities related to the provision of such services, all at no cost, expense or liability to the NFL or the two participating Teams (the "Teams") 3 Upon designation as tl1e site for Super Bowl LI, and at all times thereafter, the Fire Marshal shall acknowledge the unique and temporary status of constrnction related to the Super Dow! and its Official Events and shall issue appropriate waivers for temporary structures to be constructed at the Stadium for the Super Bowl, provided such stroctures meet fre safety standards.

4. -The City of Santa Clara agrees that neither the NFL, nor tl1e Teams, nor any director, shareholder, officer, agent, employee or other representative of the NFL or the Teams shall be held accow1table for or incur any financial responsibility or liability of any kind or nature whatsoever in connection wifu the fire and medical emergency services planned and/or provided relating to Super Bowl LI and related Official Events

5. Nothing herein shall prevent the City from seeking reimbursement for fire and medical emergency services costs from the Super Bowl host conunittec or any other entity other than the Fire and Medical Emergency Agency Assurance Super Bowl LI 2017 I 524\02\1306440.3
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NFL and the Teams

6. ll1e City Manager is hereby authorized and directed to file a Notice ofDetennination with respect to the approva ls set forth in this Reso lution in accordance ,,,it h the applicable provisions ofCEQA.

7. Constitutionality. sevcrability. If any section, subsection, sentence, clause, phrase, er word of this resolution is for any reason held by a coud of competent jmisdiction to he unconstitutional or invalid for any reason, such decision shall not affect the validity of the remaining portions of the resolution. Tite City of Santa Clara, California, hereby declares that it would have passed this resolution and each section, subsection, se1~tence, clause, phrase, and word therecf, irrespective of the fact that any one or more section(s), subsection(s), sentence(s), clause(s), phrase(s), orword(s) be declared invalid

8. Effective date. TI1is resolulion shall become effect ive immediately.

I IIEREDY CERTIFY THE FOREGOING TO DE A TRUE COPY OF A RESOLUTION PASSED AND ADOPTED DY TIIE C:ITY OF SANTA CLARA, CALIFORNIA, AT A SPECIAL MEETING THEREOF HELD 0~ THE 19m DAY OF MARCH, 2013, DY TIIE FOLLOWING VOTF: ·
AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

Attachments incaporated by reference: Nono
Davis, Gillmor, Kolstad, Mahan, Marsalli and
O'Neill and Mayor Matthews
None
None
None
ATTEST:

ROD Dl RIDON, JR.

CITY CLERK

CITY OF SANTA CLARA
Fire and Medical Emergency Agcocy Assu,aoce Super Bowl LI 2017 Pagc4 of4 1524\02\13064403
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A-18
RESOLUTION NO. 13 8013

A RESOLUTION OF THE CITY OF SANTA CLARA,

CALIFORNIA, REGARDING THE PROVISION OF

PUBLIC SAFETY SERVICES FOR SUPER BOWL L
BE IT RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:

WHEREAS, the National Football League (the "League") owns, produces and controls the armual professional football championship game known as the "Super Bowl," the largest national anuual sporting event held in this country; and NFL Properties LLC ("NFLP" or, together with the League, the "l\1FL") owns, produces and controls the "NFL Experience," and along with other NFL Affiliates, owns, produces and controls certain other events associated with the St1per Bowl ("Ollieial Events");
WHEREAS, SF SB Conunittee is submitting a bid to host Super Bowl L \\�th the expectation that Super Bowl L will be played in the Santa Clara Stadium and other Super Bowl events will occur in the City of Santa Clara and the City of San Francisco; WHEllliAS, the City of Santa Clara is supportive of SF SB Conunittee's bid to host Super Bowl L and has within its jurisdiction facilities and their premises, access roads, thoroughfares and other areas which may be used for the purposes of organizing, promoting, accommodating, staging and conducting Super Bowl L and its related Official Events and activities, including the Santa Clara Stadium;
WHEREAS, the Santa Clara Police Department is officially charged with the responsibility to provide public safety services within the City of Santa Clara; and, WHEREAS, the Stadium Project, including consideration of a Super Bowl being held at the Stadium has previously undergone enviromuental review pursuant to the California Environmental Quality Act ("CEQA") and was considered as part of the project Environmental Impact Report certifed for the proposed 49ers Santa Clara Stadium Project at 4900 Centennial Public Safety Super Bowl L 2016
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•
,I
•
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• . ..
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•
•
Boulevard (tl1e "Stadium EIR").

NOW TilEREFORE, THAT AS REQUESTED BY TIIE NFL, AND AS PART OF THE FORMAL BID OF SF Sll COMMITTEE TO HOST SUPER BOWL L WHICH INCLUDES THE USE OF TrlE SANTA CLARA STADIUM AS THE VENUE FOR

SUPER BOWL L AND RELATED OFFICIAL EVENTS, BE IT FURTHER RESOLVED BY TilE CITY OF SANTA CLARA AS FOLLOWS:

I. TI1e City C0tmeil hereby finds, for the following reasons, and based on the provision of CEQA (with particular reference to 14 California Code of Regulations, Section 1516 2), that the Stadium EIR has served as the enviromnental documentation pursuant to CEQA for approval of this Resolution and the Super Bowl. TI1e City Cow1cil further specifically finds that there have not been any of the following occurrences since the approval of the Stadium EIR. that would require a subsequent or suppleme1�tal enviromnental document in connection with approval of this Resolution and a Super Dow! being held at the Stadium:
a. there have not been substantial changes in the project analyzed in the Stadium EIR which would require major revisions in the Stadium EIR and the Mitigation Monitoring Program;
b. there have not been substantial changes with respect to the circumstances under which the project analyzed in the Stadium EIR will be undertaken which would require major revisions in the Stadium EIR and the Mitigation Monitoring Program; and, c. there has not been the appearance of new infonuation which was not known and could not have been known as of the date of approval of the Stadiw11 EIR and the Mitigation Monitoring Program which is relevant to the approval of the Stadium EIR and Public Safety Super Bowl L 2016 Page 2 of 4
1524\02\J 306440.3
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•
•
the Mitigation Monitoring Program as it relates to tJ1e approval of the documents and agreements set forth in tJiis Resolution.

2. Upon designation of the Santa Clara Stadium as the site for Super Bowl L and related Offcial Events, and at all times lhercafier, the Santa Clara Police Department shall provide all law enforcement and public safety services (including without limitation proper vel1icular and pedestrian traffic control, security, police escorts fcom time to time as requested by the NFL a;1d the two participating Teams (the "Teams"), other police services and supplies for the protection · of people and property) reasonably necessary lo the success of Super Bowl L and related Official Events within its jurisdiction (whether, recogriizing the uniqueness and extraordinary scope· of the Super Bowl, such services are below, equal to or beyond the normal level and range of public safely services usually provided for events held within tJ1e jurisdicti�n), including all planning, training or deployment activities related to the provision of such scn•ices, all at no cost, expense or liability to the NFL or the Teams.

3. The Santa Clara Police Department agrees that neither the NFL, nor the Teams, nor any director, shareholder, officer, agent, employee or other representative of the NFL or the Teams shall be held accountable for or incur any financial responsibility or liability of any kind or nature whatsoever in connection with the law enforcement and public safety services plrumcd and/or provided relating to Super Bowl La nd related Official Events

4. The City Manager is hereby authorized and directed to file a Notice of Detcnnination with respect to the approvals set forth in this Resolution in accordance with the applicable provisions of CEQA.

5. Nothing h�rein shall prevent the City from seeking reimbursement for law enforcement and public safety costs from the Super Bowl host committee or any other entity other than the NFL Public Safety Super Bowl L 2016
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Page3 of4
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...
and the Teams
6 Constitutionality. sevcrability. ff any section, subsection, sentence, clause, phrase, or word of this resolution is for any reason held by a court of competent jurisdiction to be u11constitutional or invalid for any reaso11, such decision shall not affect the validity of the remaining portions of the resolution. The City of Santa Clara, California, hereby declares that it would _have passed this resolution and each section, subsection, �entencc, clause, phrase, and word thereof, irrespective of the fact that any one or more scctiou(s), subsection(s), sc11tcnce(s), clause(s), phrase(s), or word(s) be declared invalid.
7 Effective date. This resolution shall become effective immediately.

I HEREBY CERTIFY THE FOREGOJNG TO BE A TRUE COPY OF A RESOLUTION

PASSED AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A SPECIAL MEETING THEREOF HELD ON THE 19 m DAY OF MARCH, 2013, DY Tiffi FOLLO\VJNG VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

AD SENT: COUNCILORS:

ABSTAINED: COUNCILORS:

Attachments incorporated l>y reference: None
Public Safety Super Bowl L 2016
I 524\02\1306440.3
3/21/2013
Davis, Gillmor, Kolstad, Malian, Marsalli and
O'Neill and Mayor Matthews
None
None
None
ATTEST:
w'"""'6N-,-JR----
cnvcLERK

CITY OF SANTA CLARA

A-22
..

RESOLUTION NO. 13-8014

A RESOLUTION OF THE CITY OF SANTA CLARA,

CALIFORNIA, REGARDING THE PROVISION OF

PUDLIC SAFETY SERVICES FOR SUPER BOWL LI
BE IT RESOLVED DY TIIE CITY OF SANTA CLARA AS FOLLOWS:

WHEREAS, the National Football League (the "League") ow11s, produces and controls the annual professional football championship game known as the "Super Bowl," the largest national ruumal sporting event held in this eow1try; and NFL Properties LLC ("NFLP" or, together with the League, the "1'ffL") owns, produces and controls the "NFL Experience," and along with other NFL Affiliates, owns, produces and controls certain other events associated with the Super Bowl ("Official Events");
WHEREAS, SF SD Conunittee is submitting a bid to host Super Bowl LI with the expectation that Super Bowl LI will be played in the Santa Clara Stadium and other Super Bowl events will occur in the City of Santa Clara and the City of San Francisco; WHEREAS, the City of Santa Clara is supportive of SF SB Committee'� bid to host Super Bowl LI and has within its jurisdiction facilities and their premises, access roads, thoroughfares and other areas which may be used for the purposes of organizing, promoting, acconunodating, staging and conducting Super Bowl LI and its related Official Events and activities, including the Santa Clara Stadium;
WHEREAS, the Santa Clara Police Department is officially charged with the responsibility to provide public safety services within the City of Santa Clara; and, WUEREAS, �he Stadium Project, including consideration of a Super Bowl being lield at the Stadiwu has previously undergone environmental review pursuant to the California Environmental Quality Act ("CEQA") and was considered as part of the project Environmental Impact Report certified for the proposed 49ers Santa Clara Stadium Project at 4900 Centennial Public Safety Super Dowl LI 2017
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Boulevard (the "Stadium EIR").

NOW THEREFORE, THAT AS REQUESTED DY THE !'.'FL, AND AS PART OF THE FORMAL BID OF SF SB COMMlTrEE TO HOST SUPER BOWL LI WIIICH

INCLUDES TIJE USE OF THE SANTA CLARA STADIUM AS THE VENUE FOR

SUPER BOWL LI AND RELATED OFFICIAL EVENTS, BE IT FURTHER RESOLVED RY TIIE CITY OF SANTA CLARA AS FOLLOWS:

I. The City Council hereby fmds, for the following reasons, and based on the provision of CEQA (with particular reference to. 14 California Code of Regulations, Section 1516 2), that the Stadium EIR has served as the envirom11ental documentation pursuant to CEQA for approval of this Resolution and the Super Bowl The City Co1meil further specifically finds that there have not been any of the following occurrences since the approval of the Stadium EIR that woul� require a subsequent or supplemental envirornneutal document in connection with approval of this Resolution and a Super Bowl being held at the Stadium:
a. there have not been substantial changes in the project analy-1:ed in the Stadium EIR which would require major revisions in the Stadium EIR and the Mitigation Monitoring Program;
b there have not been substantial changes with respect to the circumstances under which the project analyzed in the Stadium EIR will be undertaken which would require major revisions in the Stadium EIR and the Mitigation Monitoring Program; and, c. there has not been the appearance of new infonnation which was not known and could not have been known as of the date of approval of the Stadium EIR and the Mitigation Monitoring Program which is rel�vant to the approval of the Stadium ElR and Public Safety Super Bowl LI 2017 Page 2 of4
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the Mitigation Monitoring Program as it relates lo the approval of the documents and agreements set forth in this Resolution.
2 Upon designation of the Santa Clara Stadium as the site for Super Bowl LI and related Official Events, and at all times thereafter, the Santa Clara Police Department shall provide all law enforcement and public safety services (including without limitation proper vehicular and pedestrian traffic control, security, police escorts from time to time as requested by the NFL and the two participaliJ1g Teams (the "Teams"), other police services and supplies for lhe protection of people and property) reasonably necessary to the success of Super Bowl LI and related Official Events within ils jurisdiction (whether, recognizing the uniqueness and extraordinary scope of lhc Super Bowl, such services are below, equal to or beyond the nonnal level and range of public safety services usually provided for events held witl1iu the jurisdiction), including all planning, training or deployment activities related to the provision of such services, all at no cost, expense or liability to the NFL or the Teams.

3. The Santa Clara Police Department agrees that neither the NFL, nor the Teams, nor any director, shareholder, ofticer, agent, employee or other representative of the l\TFL or the Teams shall be held accountable for or incur any financial responsibility or liability of any kind or nature whatsoever in connection with the law enforcement and public safety services planned and/or provided relating to Super Bowl LT and related Official Events.

4. The City Manager is hereby authorized and directed lo fil� a Notice of Delcm1ination with respect to the approvals set forth in this Resolution in accord�ce with the applicable provisions ofCEQA.
5 Nothing herein shall prevent the City from seeking reimbursement for Jaw enforcement and public safety costs from the Super Bowl host conunittee or any other entity other than· the NFL Public Safety Super Bowl LI 2017
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and lhe Teams

6. Constitutionality, severability. If any section, subsection, sentence, clause, phrase, or word of this resolution is for any reason held by a court of competent ju1isdiction to be uncoustitulional or invalid for any reason, sud1 decision shall not affect the validity of the remaining portions of the rcsolutio ·n. TIIC City ofSanla Clara, California, hereby declares that it would have passed this resolution and each section, subsection, sentence, clause , phrase , and word thereci, irrespective of the fact that any one or more section(s), subsection(s), sentcnce(s), clause(s), phrase(s), ~r word(s) be declared invalid.
7 Effective date. This resolution shall become dTeclive immediately .

I HEREBY CERTJFY 11-IE FOREGOING TO BE A TRUE COPY OF A RESOLUTION

PASSED AND ADOPTED BY THE CITY OF SANTA CLARA , CALIFORNIA, AT A SPECJAL MEETING TIIEREOF IIELD ON THE 19™ DAY OF MARCH, 2013, BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

Attachments iocorporalcd byrela-ence: None
Public Saf<ety Super Dowl Ll2017
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Davis, Gillmor, Kolstad, Mahai1, Mat'Salli and
O'Neill and Mayor Mallhews
None
None
None
A"ITEST:

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ROD DIRlDON, JR.

CITY CLERK

CITY OF SANT A CLARA
Page4 of4
EXHIIllT B
.Parking Areas
(Sec attached]
Exhibit B
Notes: NFL or Host Committee to obtain Reservat ion Agreements with third part ies (Including Youth Soccer Pall<) forfacBltles and par king areas not Identified In this Exhl>lt .

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3121/2013
• Coordination with Cedar Fair on Theme Park Back lot Is required for use. - Coordinat ion with49ersls requlredforuse.

B-1

EX H IB ITC
The Nat ional Football Leag u e and its affil iates are def ined as follows :

1. National Footba ll League - A not-for-pro fit trade assoc iation under Sect ion 50l (c)(6) of the Internal Reven ue Code.

2. National Football League Management Co unc il A not-fo1:-profit trade assoc iat ion under Sect ion 50l (c)(6) of the Inte rnal Reven ue Code.

3. NFL Ventures, L.P. A Delaware partnersh ip taxable under Subchap ler K of the Internal Revenue Code.

4. NFL Ventures, Inc. -A Delaware corporat ion taxable under Subchaptcr C of the Inte rnal Revenue Code.

5. NFL Prod uctions, LLC - A Delaware single-member li mited liabil ity company wholly owned by Ventures, L.P.

6. NFL Enterpr ises , LLC A Delaware single member limi ted liab ili ty company wholly owned by Ventures, L.P.

7. NFL Properties, LLC -A Delaware single-member lim ited liab ility company wholly owned by Ventures, L. P.

8. NFL Inte rnat ional LLC A Delaware single-member lim ited liab ility company wholly owned by Ventures, L.P.

9. NFL Product ions, Inc. - A Delaware corporat ion taxab le under Subchapter C of the Internal Reven ue Code.

10. NFL Networ k Serv ices, Inc. - A Delaware corporat ion taxable under Subchapter C of the Internal Revenue Code.
l J. NFL Comb ine Prope t1ies, Inc. - A Delaware corporat ion taxable under Subchapter C of the Internal Revenue Code.

12. NFL Foundat ion National Football Leag ue A District of Col umbia not-for-p rofit organizat ion under Sect ion 50 J(c) (3) of the Internal Revenue Code.

13. NFL Youth Football Fund - Nationa l football League - A Distr ict of Co lumbia not for ­ prof it organ ization under Sect ion 50 l(c) (3) of the Internal Reven ue Code.

14. The NFL Member Cl ubs.

15. Any ent ity the NFL des ignates as an Affiliate to the Host Comm ittee at least 30 days pr ior to the Super Bowl.
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CITY CLERK FILE COPY
Form 1.22

SUPERBOWLL

STADIUM LICENSE MEMORANDUM OF UNDERSTANDING
THIS MEMORANDUM OF UNDERSTANDING (the "MOU") is entered effective March 19, 2013, by and between the National Football League, an unincorporated association (the "NFL"), and the Santa Clara Stadium Authority, a Joint Exercise of Powers Entity (the "Licensor"), which is the owner of the stadium located at 4949 Marie P DeBartolo, known as Santa Clara Stadium (the "Stadium").

The NFL has invited cities to bid for the right to serve as the host for Super Bowl L (the "Designated Super Bowl"), and has provided interested cities' host committees with a document entitled "NFL Super Bowl Host City Bid Specifications" (the "Bid Specifications") as well as an Application to Bid To Host Super Bowl L (the "Application") . As a part of its response to the Application and the Bid Specifications (collectively, the "Bid") , SF SB Committee, Inc. (the "Host Committee") has proposed the Stadium as the site for the Designated Super Bowl. In conjunction with the Bid, Licensor desires to provide the following irrevocable offer, commitment and assurances to the NFL regarding the Stadium. l. USE OF THE STADIUM. Licensor represents that the statements made in the Bid relating to the use of the Stadium are true and correct. Except as disclosed in the Bid, the Stadium complies with all of the physical and other requirements set forth in the Bid Specifications relating to the Stadium. If the NFL awards the Super Bowl to the city of San Francisco, the NFL and the Licensor shall prepare a full license agreement (the "License") reflecting the terms set forth in this MOU, as well as other terms and conditions set forth in the Bid relating to the Stadium. Without limiting the scope of the prior sentence, the License will incorporate the terms of Section I of the Bid relating to: (a) license dates; (b) staffing and operational costs; (c) temporary installations; (d) waiver of rental fee; (e) food and beverage services ;md sales; (f) novelties and programs sales; (g) parking; (h) advertisin g, signage and commercial rights; (i) the trademark and trade-name license from the Stadium to the NFL; G) NFL control over all broadcasting rights; (k) NFL control over all tickets, passes, accreditations or other access credentials; (l) security; (m) field access, condition and painting; (n) NFL control civer all Stadium club, restaurant, meeting and hospitality facilities; and (o) insurance requirements. If the Bid contemplates the use of property owned by Licensor for the NFL Experience or other official NFL events ("Other Events"), the NFL (or an NFL affiliate) and the Licensor shall prepare a full license agreement (the "Ancillary Licenses") reflecting the terms and conditions set forth in the Bid relating to the site of such Other Events ("Ancillary Site").

2. INDEMNIFICATION. In the License and the Ancillary Licenses (if any), each party shall agree to indemnify of the other in connection with their own negligent or wrongful acts or · omissions in connection with the Designated Super Bowl and Other NFL Events held at the Stadium or Ancillary Sites. Stadium's indemnification obligations shall extend to the NFL, its thirty-two professional member clubs (the "Member Clubs"), NFL Ventures, L.P., NFL Properties LLC, NFL Enterprises LLC, NFL Productions LLC, NFL International LLC, NFL Stadium MOU
As of 12/07/12 Pagel
Foundation, Inc. and each of their respective affiliates, and subsidiaries and their respective officers, directors, agents, employees, sponsors and licensees (collectively the "NFL Entities").

3. INSURANCE. The License and Ancillary Licenses (if any) shall specify that Licensor, at its own expense and not subject to reimbursement, shall carry and maintain at its own expense during the entire term of the License and Ancillary Licenses (if any) the following insurance programs provided by insurers rated A.M. Best, A-VII or better.

A. Liability Insurance. Licensor's insurance will be primary and NFL's insurance, if any, will be non-contributory and excess. When providing the required limit of insurance using a combination of primary and umbrella and/or excess policies, Licensor will confirm on the certificate of insurance that the umbrella and/or excess policies follow form to the primary insurance and will drop down in the event of exhaustion of the primary insurance. Such liability insurance will name the NFL Entities as additional insureds. Such insurance must include:
(i) Comprehensive Commercial General Liability insurance, on an occurrence form, with a combined single limit for Bodily Injury and Property Damage, including Products Liability (including completed-operations coverage), coverage for contractual liability, independent contractors, broad form property damage, personal and advertising injury, and no exclusion for beverage alcohol liability, and no exclusion for liability arising from food-borne illness, in an amount of at least One Hundred Fifty Million Dollars ($150,000,000.00) per occurrence and One Hundred Fifty Million Dollars ($150,000,000.00) in the aggregate; (ii) Commercial Automobile Liability insurance (which includes all owned, leased, hired and non-owned automobiles), including coverage for bodily injury and property damage, endorsed for all owned, hired and non-owned vehicles in an amount of at least Five Million Dollars ($5,000,000.00) per occurrence; and
n. Workers' Compensation. Licensor will carry: (i) a program of workers' compensation insurance in an amount and form which meets all applicable statutory requirements, and which specifically covers all employees who provide services by or on behalf of Licensor and all risks to such persons under this Agreement, and (ii) employers' liability insurance in an amount of at least Five Million Dollars ($5,000,000.00).

4. GOVERNING LAW. The NFL and the Licensor shall use their best efforts to resolve any conilict between them arising under or in connection with this MOU, the License or any Ancillary Licenses. Any dispute that cannot be resolved among the parties relating in any way to this MOU, the License or any Ancillary Licenses shall be resolved by binding arbitration by a mutually approved arbitrator acting in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Such arbitration shall be the exclusive forum for resolving any dispute among the parties. All parties shall continue to perform all of their obligations under this MOU, the License or any Ancillary Licenses pending the outcome of such arbitration. Both parties waive all rights to assert claims for punitive damages but not consequential damages.

Each of the NFL and the Licensor shall pay one half (1/2) of the fees and expenses of the arbitrators, unless directed otherwise by the arbitrators' award. Any arbitration concerning this MOU, shall be conducted in New York, New York, and either party will have the right to Stadium MOU
As of 12/07/12 Page 2
enforce or confirm the award or determination in its favor by an action commenced in the Supreme Court of the State of New York, County of New York or in the United States District Court, Southern District of New York; and both parties hereby consent to the jurisdiction of both such courts.

5. TERMINATION. This MOU shall terminate upon the earliest of the following to occur: (a) by the mutual written consent of the NFL and the Licensor; (b) the award of the Super Bowl to a city other than San Francisco; ( c) the relocation of the NFL franchise football team which is a resident of the Stadium on the date of this MOU to another stadium located outside of Santa Clara; ( d) if the Stadium is under construction, the construction is not likely to be completed by the date required by the NFL; or ( e) the full execution of the License and all Ancillary Licenses contemplated by the Bid.

IN WITNESS WHEREOF, the parties have executed this MOU as of the date set forth above.

SANTA CLARA STADIUM AUTHORITY
a joint exercise of powers entity, created through Government Code Section 6500 et seq. lUCHARD E. NOSKY, JR.

Authority General Counsel
ROD DIRIDON, JR.

Authority Secretary
~~i~
Executive Director
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
' Date

NATIONAL FOOTBALL LEAGUE
· orporated, not-for-profit association
Name:_ ...... r_R_/J._JJ_l_< _G_u_Pi_~_l/_1-rz_ ____ _
Title:. __ s;_'e\'\)...;___\ O__;.(l.....:..V__,Pf--'[=-v_e_Vl_t_S --- Date: ___ lo+-I 2 __ 1~/F--'-13 ____ _
( t
Stadium MOU
As of 12/07/ 12 PageJ
FINAL
1 Super Bowl 60 Interim Funding Agreement

INTERIM FUNDING AGREEMENT

FOR SUPER BOWL LX PLANNING AND PREPARATION ACTIVITIES

PREAMBLE
This Interim Funding Agreement (“Agreement”) is dated as of January 1, 2025 (“Effective Date”) and is entered into by and between Bay Area Host Committee, a California 501(c)(6) nonprofit corporation (“BAHC”), and the City of Santa Clara, California, a chartered California municipal corporation (“City”). City and BAHC may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. On May 22, 2023, the NFL announced its selection of Levi’s Stadium (“Stadium”) as the host facility for Super Bowl LX (“Super Bowl 60”), anticipated to be held on February, 8, 2026.

B. Because Super Bowl 60 is a “NFL Game” and “League Event” for purposes of that certain Amended and Restated Stadium Lease Agreement dated June 19, 2013 (“Stadium Lease”) between the Santa Clara Stadium Authority (“Authority”) and Forty-Niners SC Stadium Company, LLC, a Delaware limited liability company (StadCo), Article 21 of the Stadium Lease contemplates that the Authority, StadCo, and one or more third parties, such as an “event host committee,” intend to enter into a “League Event Agreement” setting forth, among other terms, each Party’s responsibilities for hosting the Super Bowl at the Stadium.

C. BAHC has been designated by the National Football League (“NFL”) as the “event host committee” for Super Bowl 60, and as such is responsible for the overall local coordination and planning of Super Bowl 60.

D. In preparation for Super Bowl 60 at the Stadium, City/Authority has been collaborating with BAHC and StadCo and providing event specific public safety planning, coordination, and preparation services (“Event Planning Work”). Such parties expect to soon be exchanging and negotiating terms for the required Super Bowl 60 League Event Agreement (“League Event Agreement”).

E. The City’s provision of Event Planning Work will require the City to incur City labor costs, travel costs and other out of pocket expenses (“Event Planning Costs”).

F. It is the Parties’ intention to enter into one or more agreements for Super Bowl 60, including a League Event Agreement, which will address future costs for Event Planning Work beyond the term of this Agreement, other event planning, training and preparation services, actual event support services, and such other terms and conditions as may be mutually agreed to by the Parties. However, in advance of the documentation and execution of any such agreement(s), and in Docusign Envelope ID: 4D22814F-ED2D-4E86-A3EE-35168FE2EAE2 FINAL
2 Super Bowl 60 Interim Funding Agreement
the interests of collaboration with the City on necessary event planning activities, and subject to its rights under and the terms of the League Event Agreement, BAHC has agreed to reimburse the City for certain “Eligible Costs” (defined below) to be incurred by the City in connection with the Event Planning Work, on the terms set forth herein. The Parties agree that this is a temporary, limited time arrangement and should not be construed as authority or precedent for any requests by BAHC for Event Planning Work or by City for cost reimbursement for such work beyond the scope and term of this Agreement.

NOW THEREFORE, in consideration of the recitals and mutual promises contained herein, the Parties agree as follows:

AGREEMENT PROVISIONS

1. PURPOSE OF AGREEMENT
In accordance with the above recitals, and on the terms set forth below, BAHC has agreed to pay Eligible Costs (as defined below) directly incurred by the City in connection with the provision of Event Planning Work for Super Bowl 60.

2. REIMBURSEMENT OBLIGATION

2.1. Subject to the terms set forth herein, BAHC shall reimburse the City for expenses related to the Event Planning Work, which expenses shall include, subject to approval by BAHC as set forth below, police, fire/office of emergency management and public works staffing costs at City’s standard full cost recovery rates and related out of pocket expenses associated with the planning, coordination, and preparation for Super Bowl 60 from and after the Effective Date (collectively, the “Eligible Costs”). Eligible Costs shall consist of the amounts incurred by City and approved by BAHC under the terms of this Agreement commencing as of the Effective Date and through the Termination Date as provided in Section 4.1, below (“Interim Event Costs”). The maximum amount of Interim Event Costs to be paid by BAHC to the City under the terms of this Agreement is One Hundred Fifty Thousand Dollars ($150,000) (“Interim Agreement Maximum Payment”). Any provisions for how amounts paid under the terms of this Agreement are to be treated under the terms of the League Event Agreement will be included in the League Event Agreement itself.

2.2. In budgeting for the Event Planning Work during the term of this Agreement, the City has developed an initial estimate of Eligible Costs, including a projected allocation of staff costs into categories (“Initial Cost Estimate”). This Initial Cost Estimate is attached hereto as Exhibit A. The City shall track the amount of Interim Event Costs actually incurred in relation to the Initial Cost Estimate allocations and shall provide BAHC with written reports of expenditures against such allocations together with a summary of activities undertaken monthly in accordance with the procedure set forth below in Section 3. The Parties acknowledge that City’s cost allocations within the overall Initial Cost Estimate are projections only, that City’s actual “Eligible Costs” for which City seeks reimbursement might not align with such allocations, and that any such misalignment shall not, by itself, constitute a basis for Docusign Envelope ID: 4D22814F-ED2D-4E86-A3EE-35168FE2EAE2 FINAL
3 Super Bowl 60 Interim Funding Agreement
BAHC to dispute a request for otherwise reimbursable Eligible Costs under the terms of this Agreement.

2.3. The Parties agree that, absent a written amendment to this Agreement, in no event shall the maximum reimbursement amount for Interim Event Costs payable to the City under the terms of this Agreement exceed the Interim Agreement Maximum Payment set forth in Section 2.1 above.

2.4. From January 1, 2025 and forward during the term of the Agreement, in addition to City’s obligations under Section 2.5, below, prior to incurring expenses (either out of pocket costs or staff time) for which City will be seeking reimbursement as “Eligible Costs” associated with all training, both on-site and off-site, travel and/or capital costs City must provide BAHC with a summary of anticipated costs, explanation of need, and if for training or travel, the number of personnel proposed to be assigned (“Proposed Training/Travel/CapEx Budget”). City shall consider, in good faith, BAHC input on the Proposed Training/Travel/CapEx Budget but shall reserve the right in its sole discretion to determine the training, staffing and capital expenditures it deems necessary to assure public safety at Super Bowl 60, and to seek and obtain reimbursement therefor. BAHC shall reserve the right to dispute any submittal for reimbursement of such costs on the basis that (a) such costs were not reasonable, and (b) for any such costs incurred after March 20, 2025, because City failed to follow the process set forth in this Section 2.4. The Parties acknowledge and agree that training opportunities may be presented by third parties on short notice. City will advise BAHC as soon as it learns of any such opportunities that it wants to participate in, and the Parties will use their best efforts to ensure quick turn arounds for City training budget/staffing submittals and BAHC responses that will be necessary under these circumstances pursuant to this Section 2.4.

2.5 The Parties agree to have their respective designated representatives meet and confer from time to time in order to ensure that all necessary Event Planning Work activities are being conducted (a) to assure that all applicable NFL, federal, state and local public safety requirements are being met, (b)proper consideration is being given to fair and appropriate allocation of costs and efficient resource management; and (c) that Event Planning Work involving both Super Bowl and FIFA World Cup City/Stadium Authority is not resulting in duplicative requests for Eligible Costs reimbursement, and that proper allocations of costs are being made between the two major events.

2.6 City and other regional and local law enforcement agencies with the responsibility to provide public safety support services in connection with Super Bowl 60 activities to occur within the region, and at or around the Stadium, have been invited by the NFL to participate in the NFL’s Visiting Public Safety Officer Program (“VPSO Program”) for Super Bowl 59 in New Orleans, LA. BAHC’s contribution towards City’s VPSO Program costs has been resolved under a separate agreement and shall not be an Eligible Cost subject to reimbursement hereunder. Similarly, BAHC reimbursement of City’s Eligible Costs for the time period of July 1, 2024 through December 31, 2024 have been resolved pursuant to the terms of that certain Reimbursement Agreement Docusign Envelope ID: 4D22814F-ED2D-4E86-A3EE-35168FE2EAE2 FINAL
4 Super Bowl 60 Interim Funding Agreement
[Super Bowl LX Pre-Agreement Expenses] between the Parties dated March 8, 2025 and shall not be subject to reimbursement hereunder.

3. REIMBURSEMENT OF ELIGIBLE COSTS
Eligible Costs shall be reimbursed as follows:
a) Subject to the City’s full satisfaction of the conditions to reimbursement set forth herein, BAHC shall authorize the reimbursement of all Interim Event Costs on a monthly basis.
b) City shall submit a “Reimbursement Request” for Interim Event Costs to BAHC in the form attached hereto as Exhibit B. City shall submit a Reimbursement Request on a prompt and timely basis and no later than sixty(60) days after a purported Eligible Cost is incurred. BAHC reserves the right to dispute any Reimbursement Request or purported Eligible Cost not timely submitted per the foregoing..
c) Each Reimbursement Request shall include an invoice detailing the requested reimbursement amount, hours per position, and a general description of the work by category as set forth on Exhibit B. Submittals should also include reasonable supporting documentation (i.e., actual receipts, statements, proof of purchase, and invoices showing that payment was made for all incurred expenses, including out-of-pocket expenses) evidencing the Interim Event Costs expended by the City for Event Planning Work.
d) Upon receipt of the Reimbursement Request, BAHC shall have ten (10) days to review and confirm such request contains all relevant and required supporting documentation for Interim Event Costs. If BAHC reasonably determines that any information or documentation is missing or incomplete, or that further information is needed, BAHC shall notify City and City shall agree to work in good faith to provide BAHC with the requested information within five (5) days of receipt of such request. Such Reimbursement Request shall be deemed to be “complete” when BAHC has received the reasonably requested information needed to review the Reimbursement Request (the “Completed Reimbursement Request”). e) BAHC shall: (1) within fifteen (15) days after receipt of the Completed Reimbursement Request, inform the City of the amount approved per the Reimbursement Request and, in the event the full amount has not been approved, confirm the amount of the Reimbursement Request that has not been approved, and (2) within sixty (60) days thereafter, submit payment to the City in the form of a check or wire transfer (as City may specify) the full amount requested, less any disputed amount. In the event BAHC reasonably disputes any portion of the Reimbursement Request, BAHC and City agree to meet and confer in good faith to resolve the dispute. In the event that BAHC and City are unable to resolve any dispute over a Docusign Envelope ID: 4D22814F-ED2D-4E86-A3EE-35168FE2EAE2 FINAL
5 Super Bowl 60 Interim Funding Agreement
Reimbursement Request, either party may submit the dispute to binding arbitration for resolution as provided in Section 6, below.

4. TERM; TERMINATION OF AGREEMENT

4.1 This Agreement shall terminate the earlier of (i) May 31, 2025, or (ii) upon the execution of the League Event Agreement , unless terminated earlier per subsection (b) below (“Termination Date”).

4.2 Either Party may terminate this Agreement without cause by submitting electronic or written notice to other party (“Notice of Termination”), which notice shall be labeled as “Notice of Termination” and clearly communicate such Party’s intent to terminate t he Agreement. The Notice of Termination shall become effective five (5) business days after such notice is sent ( “Termination Date”). BAHC shall have no obligation to pay any Eligible Costs incurred on or after the Termination Date but shall remain responsible for Eligible Costs incurred prior to the Termination Date.

4.3 In the event of termination of this Agreement, the City shall prepare a statement of all Eligible Costs (with reasonable supporting documentation (as described above) incurred by the City. City’s request for reimbursement of Eligible Costs shall be processed in accordance with the procedures set f orth above in Section 3, above , including BAHC’s right to dispute such costs. BAHC will only reimburse the City for any Eligible Costs incurred prior to the Termination Date.

5. AMENDMENT

5.1 This Agreement may only be amended in a writing signed by all Parties. The City and BAHC acknowledge and agree that subsequent parties may be added to this Agreement by way of amendment to establish such subsequent parties’ responsibility for their proportional share of Eligible Costs.

5.2 Within ten ( 10) days following the City’s submittal of a R eimbursement Request that exceeds One Hundred Twenty Thousand Dollars ($120,000) (the “Threshold Amount”) in the aggregate amount of reimbursement requested hereunder, the City shall submit a written request for the Parties agree to meet and confer on the terms for possible increase of the Interim Agreement Maximum Payment Amount. The foregoing requirement shall not apply in the event the Parties have agreed to a more permanent agreement for B AHC reimbursement of City costs at the time the Threshold Amount has been reached.

6. DISPUTE RESOLUTION
If a dispute arises regarding a Request for Payment and if, after meeting and conferring in good faith to resolve such dispute(s) BAHC and City have been unable to reach agreement, then either party be tender such disputes to binding arbitration for resolution (“Arbitration”). The Arbitration shall be conducted on a confidential basis with JAMS in the County of Santa Clara. Any such arbitration shall be conducted by an arbitrator approved by both parties with experience resolving similar matters. Any decision or award as a result of such arbitration shall be in writing and shall provide an Docusign Envelope ID: 4D22814F-ED2D-4E86-A3EE-35168FE2EAE2 FINAL
6 Super Bowl 60 Interim Funding Agreement
explanation for all conclusions of law and fact. Any award of arbitration may be confirmed in a court of competent jurisdiction. The costs of such arbitration shall be shared 50/50 by the parties, and each party shall bear the cost of their own attorney’s fees.

7. INTEGRATED DOCUMENT
This Agreement represents the entire agreement between the City and BAHC.

No other understanding, agreements, conversations, or otherwise, with any representative of any Party prior to execution of this Agreement shall affect or modify any of the terms or obligations of this Agreement. Any verbal agreement shall be considered unofficial information and is not binding upon any Party.

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

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

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

City of Santa Clara
Attention: Chuck Baker, Assistant City Manager
1500 Warburton Avenue
Santa Clara, California 95050
or by facsimile at (408) 247-9857
Attention:

Chuck Baker, Assistant City Manager ([email protected]) Glen Googins, City Attorney ([email protected]) Docusign Envelope ID: 4D22814F-ED2D-4E86-A3EE-35168FE2EAE2 FINAL
7 Super Bowl 60 Interim Funding Agreement
to BAHC addressed as follows:

Bay Area Host Committee
444 Castro Street, Suite 150
Mountain View, CA 94041
Attention:

Zaileen Janmohamed ([email protected])
Ruth Shikada ([email protected])
With copy to:

Attention: Robert A. Weikert ([email protected]) Sonia A. Nayak ([email protected])
Matthew Richards ([email protected])

If notice is sent via facsimile, a signed, hard copy of the material shall also be mailed. The workday the facsimile was sent shall control the date notice was deemed given if there is a facsimile machine generated document on the date of transmission. A facsimile transmitted after 1:00 p.m. on a Friday shall be deemed to have been transmitted on the following Monday.

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

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

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

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

Docusign Envelope ID: 4D22814F-ED2D-4E86-A3EE-35168FE2EAE2 FINAL
8 Super Bowl 60 Interim Funding Agreement

IN WITNESS WHEREOF , the P arties hereto have caused this Agreement to be executed by their respective duly authorized signatories effective as of the Effective Date.

“BAHC”

BAY AREA HOST COMMITTEE
a California 501(c)(6) nonprofit corporation

_______________________________
Zaileen Janmohamed
President & CEO

“CITY”

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation

JŌVAN D. GROGAN
City Manager

APPROVED AS TO FORM:

_____________________
GLEN R. GOOGINS
City Attorney

Docusign Envelope ID: 4D22814F-ED2D-4E86-A3EE-35168FE2EAE2 l7DocuSigned by:

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FINAL
9 Super Bowl 60 Interim Funding Agreement

EXHIBIT A

INITIAL ESTIMATED COST ALLOCATION

Eligible Cost Category Total Costs
Fire/OEM (21.5%) $ 32,250
Police (76.0%) $114,000
Public Works (2.5%) $3,750
Grand Total $150,000

Docusign Envelope ID: 4D22814F-ED2D-4E86-A3EE-35168FE2EAE2 FINAL
10 Super Bowl 60 Interim Funding Agreement

EXHIBIT B

REIMBURSEMENT REQUEST FORM
Pursuant to that certain Interim Funding Agreement dated effective as of January 1, 2025, City hereby requests BAHC to reimbursement the Eligible Costs set forth below.

REQUEST
DATE

REIMBURSEMENT

REQUEST AMOUNT

AMOUNT PREVIOUSLY
FUNDED

BALANCE
REMAINING (1)
(CAP AT
$150,000)

ELIGIBLE COST CATEGORY AMOUNT

REQUESTED
NOTES

Staff Time

Police/Fire/Public Works

--Planning: Administration (not
recruiting)

--Planning: Large Scale Meetings
with Outside
Agencies/Stakeholders

--Planning: Recruiting & Hiring -- N/A for IFA
--Planning: Community Relations
and PIO/Communications
-- N/A for IFA
--Planning: Operations – Interior
(e.g., Tactical, Explosive, Escorts,
Civil Disobedience)

--Planning: Operations – Exterior
(e.g., Multiagency Staffing,
Credentialing, Interoperability)

--Planning: Operations – Federal,
State, & Other Agencies (e.gl.,
Intelligence, Cyber, Aviation,
Human Trafficking)

--Planning: Traffic &
Transportation

--Planning: Fire Operations (e.g.,
EMS/Medical, Emergency
Management, HazMat, Public
Health, Fire Prevention)

Docusign Envelope ID: 4D22814F-ED2D-4E86-A3EE-35168FE2EAE2 FINAL
11 Super Bowl 60 Interim Funding Agreement
--Training and Conferences
Other Reimbursables:

TOTAL $

(1) Balance remaining is calculated on the assumption that all invoices have been accepted Attached hereto is the backup, detail and support required per Section 3(c) of the Agreement. For staff time, back up detail shall include the following: (a) [name and{ title of staff member; (b) date(s) work performed: and (c) hours worked (recorded in .25 of an hour/15 minute increments).

City:

By: _______________________
Name: _______________________
Title: _______________________

Docusign Envelope ID: 4D22814F-ED2D-4E86-A3EE-35168FE2EAE2 First Amendment to Interim Funding Agreement (FIFA 2026) Page 1 Final 05/30/2025

FIRST AMENDMENT

TO INTERIM FUNDING AGREEMENT

FOR SUPER BOWL LX PLANNING AND PREPARATION ACTIVITIES

This FIRST AMENDMENT TO INTERIM FUNDING AGREEMENT FOR SUPER BOWL LX PLANNING AND PREPARATION ACTIVITIES (“Amendment”) is entered into effective as of June 1, 2025 (“Effective Date”) between the City of Santa Clara, California, a chartered California municipal corporation (“City”) and Bay Area Host Committee, a California 501(c)(6) nonprofit corporation (“BAHC”) (each a “Party” and collectively the “Parties”) with reference to the following facts.

RECITALS
A. The Parties previously entered into an agreement entitled “Interim Funding Agreement for Super Bowl LX Planning and Preparation Activities,” dated January 1, 2025 (“Agreement”) for the purpose of providing for payment by BAHC of all “Eligible Costs,” directly incurred by the City in connection with the provision of “Event Planning Work” for Super Bowl LX, pending the execution of a “League Event Agreement” all as more particularly defined in the Agreement.

B. The Agreement is currently set to terminate either upon the execution of a League Event Agreement, or on May 31, 2025, whichever is earlier.

C. In consideration of the additional time necessary to finalize the terms of a League Event Agreement, the Parties now wish to amend the Agreement with this Amendment to extend the term of the Agreement.

D. Except as otherwise expressly provided, capitalized terms used herein shall have the meanings ascribed thereto in the Agreement.

NOW, THEREFORE, in consideration of the above recitals, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 4.1 of the Agreement, entitled “Term; Termination of Agreement” is amended to read in full as follows:
“This Agreement shall terminate upon the earlier to occur of (i) July 30, 2025, or (ii) the execution of the pending League Event Agreement, unless further extended by written agreement, or earlier terminated pursuant to the terms of Section 4.2 below.”

2. Except as set forth herein, all other terms and conditions of the Agreement shall remain unmodified and in full force and effect. In case of a conflict in the terms of the Agreement and this Amendment, the provisions of this Amendment shall control.

Docusign Envelope ID: D6D194AE-1D7C-4DC9-A0BB-A5C6D085FBDB First Amendment to Interim Funding Agreement (Super Bowl LX) Page 2 Final 05/30/2025
SI

GNATURE PAGE TO FIRST AMENDMENT

TO INTERIM FUNDING AGREEMENT

FOR SUPER BOWL LX PLANNING AND PREPARATION ACTIVITIES
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed by their respective duly authorized signatories as of the Effective Date. “CITY”

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

GLEN R. GOOGINS
City Attorney
JŌVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
“BAHC”

BAY ARE

A HOST COMMITTEE
A CALIFORNIA 501(C)(6) NONPROFIT CORPORATION
Dated:

By (Signature):

Name: Zaileen Janmohamed
Title: President and Chief Executive Officer
Principal Place of
Business Address:
444 Castro Street, Suite 150
Mountain View, CA 94041
Email Address: [email protected]
Telephone:

Docusign Envelope ID: D6D194AE-1D7C-4DC9-A0BB-A5C6D085FBDB 5/30/2025 | 4:13 PM PDT
5/30/2025 | 10:23 PM PDT
9F824O4008BC4FB ...

Second Amendment to Interim Funding Agreement (Super Bowl) Page 1 FINAL 7.14.25

SECOND AMENDMENT

TO INTERIM FUNDING AGREEMENT

FOR SUPER BOWL LX PLANNING AND PREPARATION ACTIVITIES

This SECOND AMENDMENT TO INTERIM FUNDING AGREEMENT FOR
SUPER BOWL LX PLANNING AND PREPARATION ACTIVITIES (“Amendment”) is entered into effective as of July 14, 2025 (“Effective Date”) between the City of Santa Clara, California, a chartered California municipal corporation (“City”) and Bay Area Host Committee, a California 501(c)(6) nonprofit corporation (“BAHC”) (each a “Party” and collectively the “Parties”) with reference to the following facts:

RECITALS
A. The Parties previously entered into an agreement entitled “Interim Funding Agreement for Super Bowl LX Planning and Preparation Activities,” dated January 1, 2025 (“Original Agreement”) for the purpose of providing for payment by BAHC of all “Eligible Costs,” directly incurred by the City in connection with the provision of “Event Planning Work” for Super Bowl LX, pending the execution of a “League Event Agreement” all as more particularly defined in the Original Agreement.

B. The Parties agreed to extend the term of the Original Agreement pursuant to the terms of that certain First Amendment to Interim Funding Agreement for Super Bowl LX Planning and Preparation Activities dated June 1, 2025 (“First Amendment”).

C. The Original Agreement, as amended by the First Amendment (the “Agreement”), is currently set to terminate either upon the execution of a League Event Agreement, or on July 30, 2025, whichever is earlier.

D. In consideration of the additional time necessary to finalize the terms of a League Event Agreement, and the additional Eligible Costs expected to be incurred by City in connection with the provision of Event Planning Work for Super Bowl LX, the Parties now wish to amend the Agreement with this Second Amendment to extend the term of the Agreement and increase the “Interim Agreement Maximum Payment” amount.

E. Except as otherwise expressly provided, capitalized terms used herein shall have the meanings ascribed thereto in the Agreement.

NOW, THEREFORE, in consideration of the above recitals, the Parties agree as follows:

Docusign Envelope ID: E4045C95-D94F-42F4-8ECD-1B8D0B4148F3 Second Amendment to Interim Funding Agreement (Super Bowl LX) Page 2 FINAL 7.14.25

AMENDMENT TERMS AND CONDITIONS

1. Section 2.1 of the Agreement is hereby amended to increase the “Interim Agreement Maximum Payment” amount from One Hundred Fifty Thousand Dollars ($150,000) to Two Hundred Fifty Thousand Dollars ($250,000).

2. Section 4.1 of the Agreement, entitled “Term; Termination of Agreement” is amended to read in full as follows:
“This Agreement shall terminate upon the earlier to occur of (i) August 31, 2025, or (ii) the execution of the pending League Event Agreement, unless further extended by written agreement, or earlier terminated pursuant to the terms of Section 4.2 below.”

3. Section 5.2 of the Agreement is hereby amended to read as follows:
“Within five (5) business days following the City’s notice to BAHC that its projected Interim Event Costs during the term of the Agreement, in the aggregate, will exceed Two Hundred Twenty Thousand Dollars ($220,000) (the “Threshold Amount”), the Parties agree to meet and confer in good faith on the terms for a possible increase of the Interim Agreement Maximum Payment amount.”

4. Exhibit A of the Agreement is hereby replaced with the updated version of Exhibit A attached hereto.

5. Except as set forth herein, all other terms and conditions of the Agreement shall remain unmodified and in full force and effect. In case of a conflict in the terms of the Agreement and this Amendment, the provisions of this Amendment shall control.

[NEXT PAGE IS SIGNATURE PAGE]
Docusign Envelope ID: E4045C95-D94F-42F4-8ECD-1B8D0B4148F3 Second Amendment to Interim Funding Agreement (Super Bowl LX) Page 3 FINAL 7.14.25

SIGNATURE PAGE TO SECOND AMENDMENT

TO INTERIM FUNDING AGREEMENT

FOR SUPER BOWL LX PLANNING AND PREPARATION ACTIVITIES
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective duly authorized signatories as of the Effective Date.

“CITY”

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation

Approved as to Form: Dated:

GLEN R. GOOGINS
City Attorney

JŌVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210

“BAHC”

BAY AREA HOST COMMITTEE
A CALIFORNIA 501(C)(6) NONPROFIT CORPORATION

Dated:

By (Signature):

Name: Zaileen Janmohamed
Title: President and Chief Executive Officer
Principal Place of
Business Address:
444 Castro Street, Suite 150
Mountain View, CA 94041
Email Address: [email protected]

Docusign Envelope ID: E4045C95-D94F-42F4-8ECD-1B8D0B4148F3 7/14/2025 | 5:10 PM PDT
7/15/2025 | 1:21 PM PDT
c;:·;+-
7409218BEEAE468 ...

Second Amendment to Interim Funding Agreement (Super Bowl LX) Page 4 FINAL 7.14.25

EXHIBIT A
Updated Estimated Cost Allocation

Eligible Cost Category Total Costs

Fire/OEM (21.5%)

$ 53,750
Police (76.0%) $ 190,000
Public Works (2.5%) $ 6,250
Grand Total $ 250,000
Docusign Envelope ID: E4045C95-D94F-42F4-8ECD-1B8D0B4148F3 FINAL
1 REIMBURSEMENT AGREEMENT
[Super Bowl LX Pre-Agreement Expenses]
This REIMBURSEMENT AGREEMENT [Super Bowl LX Pre-Agreement Expenses] (“Agreement”) is entered into effective as of March 8, 2025 (“Effective Date”) by and between Bay Area Host Committee, a California 501(c)(6) nonprofit corporation (“BAHC”), and the City of Santa Clara, California, a chartered California municipal corporation (“City”). City and BAHC may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. On May 22, 2023, the NFL announced its selection of Levi’s Stadium (“Stadium”) as the host facility for Super Bowl LX (“Super Bowl 60”), anticipated to be held on February 8, 2026.

B. In preparation for Super Bowl 60 at th e Stadium, City has been collaborating with BAHC and providing event specific public safety planning, coordination, and preparation services (“Event Planning Work ”). Related thereto, City has been incurring labor costs, travel costs and other out of pocket expenses (“Event Planning Costs”).

C. Pending finalization of te rms for an Interim Funding Agreement (“IFA”) with respect to Event Planning Costs incurred by Cit y starting January 1, 2025, BAHC has agreed to reimburse City for a portion of City’s previously incurred Event Planning Costs on the terms set forth in this Agreement.

NOW THEREFORE, in consider ation of the recitals and mutual promises contained herein, the Parties agree as follows:

AGREEMENT PROVISIONS

1. Reimbursement of Pre- Agreement Costs. Subject to the terms set forth herein, BAHC agrees to reimburse City for expenses related to the Event Planning Work in the amount of Sixty-One Thousand Dollars and Twenty-Four Cents ($61,000.24), incurred by City from July 1, 2024 to December 31, 2024 (“Pre- Agreement Costs”). Such Pre-Agreement Costs are summarized on Exhibit A attached hereto. This Agreement relates only to Pre-Agreement Costs.

2. Parties to Meet and C onfer on Additional Pre-Agreement Costs. City incurred an additional (approximately) Four Thousand Dollars ($4,000) of costs in connection with a training event that occurred on or about November 2024 (“Additional Training Costs”). The Parties agree to meet and confer regarding the Additional Training Costs to determine if BAHC will also agree to reimburse the Additional Training Costs.

3. Invoice and Payment . BAHC agrees to reimburse City for the Pre- Agreement Costs within thirty (30) days after receipt of an invoice from City. Such 










 

 
FINAL
2 invoice shall attach the backup information previously approved by BAHC with respect to such costs.

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

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

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

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their respective duly authorized signatories effective as of the Effective Date.

“BAHC”

BAY AREA HOST COMMITTEE
a California 501(c)(6) nonprofit corporation

_______________________________
Zaileen Janmohamed
President & CEO

“CITY”

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation

-ƿ9$1'*52*$1
Cit
y Manager

$33529('$672)250

_____________________
GLEN R. GOOGINS
City Attorney











 

 
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FINAL
3 EXHIBIT A

PRE-AGREEMENT EXPENSES

Month/Department Total Costs
July $2,726.71
Police 2,462.77
Fire 263.94
August $11,266.88
Police 11,139.89
Fire 126.99
September $13,921.73
Police 13,489.96
Fire 329.88
Public Works 101.89
October $5,426.31
Police 5,426.31
November $13,969.24
Police 13,375.43
Fire 593.81
December $13,689.37
Police 13,505.98
Fire 183.39
Grand Total $61,000.24












 

 

REIMBURSEMENT AGREEMENT

FOR NFL'S VISITING PUBLIC SAFETY OFFICER (VPSO) PROGRAM

PREAMBLE
This Reimbursement Agreement ("Agreement") is by and between Bay Area Host Committee, a California 501 (c)(6) nonprofit corporation ("BAHC"), and the City of Santa Clara, California, a chartered California municipal corporation ("City"). City and BAHC may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
A. In preparation for Super Bowl 60 that will be hosted in Santa Clara at Levi's Stadium, the City has asked to participate in the National Football League's Visiting Public Safety Officer Program ("VPSO Program") for Super Bowl 58.

B. BAHC is responsible for the overall coordination and planning of Super Bowl 60.

C. The City's participation in the VPSO Program will require the City to incur various travel costs and expenses. City intends to provide up to eight (8) public safety staff members to participate in the VPSO Program.

D. It is the Parties' intention to enter into a Government Services Agreement for Super Bowl 60 which will address future planning and training costs such as the VPSO program. However, in advance of the documentation and execution of any such agreement, and in the interests of partnership with the City, BAHC has agreed to reimburse the City for certain Eligible Costs (as defined below) to be incurred by the City in connection with the VPSO Program, on the terms set forth herein. The Parties agree that this is a limited, one-time arrangement, and should not be construed as authority or precedent for any future requests by the City for cost reimbursement.

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

AGREEMENT PROVISIONS

1. PURPOSE OF AGREEMENT
The purpose of this Agreement is to provide for payment by BAHC of all Eligible Costs (as defined below) directly incurred by the City in connection with the VPSO Program.

2. REIMBURSEMENT OBLIGATION
A. BAHC shall reimburse the City for travel expenses associated with the City public safety staff's participation in the VPSO Program, including the City's Reimbursement Agreement Page 1 of 5
expenses incurred for airfare, ground transportation, hotel, and per-diem (collectively, the "Eligible Costs") in accordance with this Agreement.

B. The maximum compensation for Eligible Costs payable to the City under the terms of this Agreement is Fifteen-Thousand Dollars and No Cents ($15,000.00), meaning that Eligible Costs should be approximately between $1875.00 and $2143.00 per person (depending on whether 7 or 8 people participate) up to a maximum total of $15,000.00. Under no circumstances will BAHC reimburse the City for more than the $15,000.00 total and for any costs that are not properly and clearly documented.

3. PAYMENT OF ELIGIBLE COSTS
The City shall submit to the BAHC an invoice with reasonable supporting documentation (i.e., actual receipts, statements, proof of purchase, and invoices showing that payment was made) evidencing the Eligible Costs expended by the City for the VPSO Program. BAHC shall submit payment to the City within sixty (60) days of receipt of the invoice.

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

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

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

C. In the event of termination of this Agreement, the City shall prepare a statement of all Eligible Costs (with reasonable supporting documentation (as described above) incurred by the City. BAHC will only reimburse the City for any Eligible Costs incurred prior to the effective date of the termination.

5. AMENDMENT
This Agreement may only be amended in a writing signed by all Parties. The City and BAHC acknowledge and agree that subsequent parties may be added to this Agreement by way of amendment to establish such subsequent parties' responsibility for their proportional share of Eligible Costs.

6. INTEGRATED DOCUMENT
This Agreement represents the entire agreement between the City and BAHC.

No other understanding, agreements, conversations, or otherwise, with any Reimbursement Agreement Page 2 of 5
representative of any Party prior to execution of this Agreement shall affect or modify any of the terms or obligations of this Agreement. Any verbal agreement shall be considered unofficial information and is not binding upon any Party.

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

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

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

City of Santa Clara
Attention: Chuck Baker, Assistant City Manager
1500 Warburton Avenue
Santa Clara, California 95050
or by facsimile at (408) 247-9857
to BAHC addressed as follows:

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

Reimbursement Agreement Page 3 of 5

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

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

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

The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives. The Effective Date is the date that the final signatory executes the Agreement. It is the intent of the Parties that this Agreement shall become operative on the Effective Date. [Signatures on following pages]
Reimbursement Agreement Page 4 of 5
DocuSign Envelop e ID: 4 7DADEC6-2EB3-41E5-B43C-818EAC6A2C4 7

CITY OF SANT A CLARA, CALIFORNIA
a chartered California municipal corporation
APPROVED AS TO FORM:

Dated: __ 'l--'-/ 1,;___,ft, f'---i_lf ___ _
GLEN R. OOGINS
City Attorney ~ City Manager
"CITY"
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771

BAY AREA HOST COMMITTEE
a California 501 (c)(6) nonprofit corporation
2/14/2024
Date iai{ru;c JiWJ¼t>~c:J; G
DocuSlgned by:

B E563003531 CE46B ...
(Signature)
Name: Zaileen Janmohamed
Title: President and CEO Bay Area Host Committee
Local
Address: 4949 Marie P. DeBartolo Way
Santa Clara, CA 95054
Email
Address: [email protected]
Telephone: ( 650 ) 880-3810
Fax:
"BAHC"
Reimbursement Agreement Page 5 of 5
1 REIMBURSEMENT AGREEMENT
FOR NFL’S VISITING PUBLIC SAFETY OFFICER (VPSO) PROGRAM

PREAMBLE
This Reimbursement Agreement (“Agreement”) is by and between Bay Area Host Committee, a California 501(c)(6) nonprofit corporation (“BAHC”), and the City of Santa Clara, California, a chartered California municipal corporation (“City”). City and BAHC may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. In preparation for Super Bowl 60 that will be hosted in Santa Clara at Levi’s Stadium, the City will be participating in the National Football League’s Visiting Public Safety Officer Program (“VPSO Program”) for Super Bowl 59.

B. As the host of Super Bowl 60, BAHC is responsible for the coordination and planning of Super Bowl 60.

C. The City’s participation in the VPSO Program will require City to incur various travel costs and expenses. City intends to provide approximately 14 staff members to participate in the VPSO Program.

D. BAHC will be reimbursing the City for certain Eligible Costs to be incurred by City in connection with the VPSO Program, as set forth herein.

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

AGREEMENT PROVISIONS

1. PURPOSE OF AGREEMENT
The purpose of this Agreement is to provide for payment by BAHC of a portion of the Eligible Costs (defined below) directly or indirectly incurred by City in connection with the VPSO Program.

2. REIMBURSEMENT OBLIGATION
A. Subject to the terms of this Agreement, BAHC shall reimburse the City for travel expenses and staff time associated with City staff’s participation in the VSPO Program, including City’s staff costs for hours of actual participation in the VPSO Program, and expenses incurred for airfare, ground transportation, hotel, and per-diem (collectively, the “Eligible Costs”) in accordance with this Agreement.
 #"

$
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2 B. During the term of this Agreement, the maximum reimbursement by BAHC for Eligible Costs payable to the City is One Hundred Thousand Dollars and No Cents ($100,000.00) (“BAHC’s VPSO Contribution Amount”).

C. City’s total VPSO Program Eligible costs are estimated to exceed BAHC’s VPSO Contribution Amount. City will pursue reimbursement of VPSO Program expenses above BAHC’s VPSO Contribution Amount from StadCo, involved federal and state agencies and, if necessary, if Stadium Authority approves funding a portion of such expenses as an appropriate Stadium Authority expense, the Stadium Authority.

3. PAYMENT OF ELIGIBLE COSTS
The City shall submit to the BAHC an invoice with reasonable supporting documentation evidencing that Eligible Costs equal to or greater than BAHC’s VPSO Contribution Amount were expended by the City. BAHC shall submit payment to the City within 30 days of receipt of invoice.

4. TERM
The term of this Agreement shall be from the Effective Date until the date that BAHC’s VPSO Contribution Amount has been fully paid.

5. AMENDMENT
This Agreement may only be amended in a writing signed by all Parties.

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

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

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

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

City of Santa Clara
Attention: Chuck Baker, Assistant City Manager
1500 Warburton Avenue
Santa Clara, California 95050
or by email: ([email protected])

Copy: Glen R. Googins ([email protected])
to BAHC addressed as follows:

Nixon Peabody LLP
One Embarcadero Center, 32nd Floor
San Francisco, CA 94111
United States of America
Attention: Robert A. Weikert ([email protected]) Sonia A. Nayak ([email protected])
Matthew Richards ([email protected])
Copy: Zaileen Janmohamed ([email protected])

If notice is sent via facsimile, a signed, hard copy of the material shall also be mailed. The workday the facsimile was sent shall control the date notice was deemed given if there is a facsimile machine generated document on the date of transmission. A facsimile transmitted after 1:00 p.m. on a Friday shall be deemed to have been transmitted on the following Monday.

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

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

12. COUNTERPARTS AND SIGNATURES
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument; and, the Parties agree that signatures on this Agreement, including those transmitted by facsimile, shall be sufficient to bind the Parties. [NEXT PAGE IS SIGNATURE PAGE]
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4 [SIGNATURE PAGE TO REIMBURSEMENT AGREEMENT
FOR NFL’S VISITING PUBLIC SAFETY OFFICER (VPSO) PROGRAM] The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives. The Effective Date is the date that the final signatory executes the Agreement. It is the intent of the Parties that this Agreement shall become operative on the Effective Date.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation

APPROVED AS TO FORM:

Dated: ________________________

GLEN R. GOOGINS
City Attorney

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City Manager

“CITY”

BAY AREA HOST COMMITTEE
a California 501(c)(6) nonprofit corporation

Dated: _________________________

By:

Zaileen Janmohamed
President & CEO

“BAHC”
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4925-5899-3231.1

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[Still Under Final Review By All Parties]

21597392.1

SUPER BOWL LX LEAGUE EVENT AGREEMENT
This SUPER BOWL LX LEAGUE EVENT AGREEMENT (“Agreement”) is made and entered into effective as of September __, 2025 (“Effective Date”) by and among the Santa Clara Stadium Authority, a California joint powers authority (“Authority” or “Stadium Authority”), the City of Santa Clara, a chartered municipal corporation (“City”), the Bay Area Host Committee, a California nonprofit mutual benefit corporation (“BAHC”), the Forty Niners SC Stadium Company LLC, a Delaware limited liability company (“StadCo”), and the Forty Niners Stadium Management Company LLC, a Delaware limited liability company (“ManCo”). The parties are sometimes referred to individually as a “Party” and collectively as the “Parties.”

RECITALS
A. WHEREAS, the NFL has selected Levi’s Stadium (“Stadium”) as the host facility for Super Bowl LX, to be held on February 8, 2026.

B. WHEREAS, in such event, Article 21 of that certain Amended and Restated Stadium Lease Agreement between Authority and StadCo entered into as of June 19, 2013, and amended thereafter, (“Stadium Lease”), contemplates a “League Event Agreement” setting forth the terms, and each Party’s responsibilities, for hosting a Super Bowl at the Stadium. In addition, that certain Stadium Management Agreement, dated March 28, 2012, and as amended thereafter (the “Management Agreement”), by and between Authority, StadCo and ManCo, provides further rights and obligations as to the management and operations of events at the Stadium.

C. WHEREAS, the Parties have negotiated the terms for and now desire to enter into this Agreement to serve as the “League Event Agreement” for Super Bowl LX.

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

1. N
ature of this Agreement; Term .

1.1. The Parties acknowledge and agree that this Agreement is a “League Event Agreement” as contemplated by Article 21 of the Stadium Lease. Accordingly, except as expressly set forth in this Agreement, all rights and responsibilities of StadCo and the Authority under the Stadium Lease with respect to Super Bowl LX as an NFL Event shall remain in effect.

To the extent there is a conflict between the terms of this Agreement and the terms of the Stadium Lease, the terms of this Agreement shall govern. Capitalized terms not expressly defined herein shall have the meanings ascribed in the Stadium Lease.

1.2 The Term of this Agreement begins on the Effective Date and will expire when all the Parties have satisfied their respective obligations hereunder. 4925-5899-3231.1

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2. S uper Bowl Services , Plans and Cost Estimates.

2.1. Super Bowl Activities and Support Services.

2.1.1 For purposes of this Agreement, “Super Bowl Activities” shall be comprised of the Super Bowl LX game (“Game”), and certain designated Super Bowl related special events (“Designated Events”) taking place in and within the security perimeter of the Stadium before, during and after the Game. Upon mutual agreement of the Parties, Super Bowl Activities may be expanded to include events and activities that require public security services, such as in and around hotels and other facilities within the City used by the NFL teams, friends and family of the NFL teams, and NFL officials/contractors (“Hotel/Facility Use”), and other Super Bowl related activities in the City initiated or requested by BAHC on behalf of the NFL occurring outside the security perimeter of the Stadium (“Related Activities”).

2.1.2 T he Parties agree that Super Bowl Activities will require that City , acting separately and/or in concert or association with the NFL and federal and state agencies, provide certain planning and event day(s) public safety, transportation management (event ingress and egress), emergency medical response and logistics support services, along with certain required materials and equipment (collectively, “Super Bowl Services”) (as more particularly defined below). City agrees to provide the Super Bowl Services in connection with the Super Bowl Activities on the terms set forth in this Agreement. “Super Bowl Services” shall consist of those planning and event day(s) services, equipment and materials reasonably required and expected to be provided by City for the safe and successful conduct of Super Bowl Activities in accordance with the City’s “Super Bowl Services Master Plan” as described in Section 2.2, below. Super Bowl Services are to be provided by City personnel such as: on-duty and off-duty police officers, fire personnel, medical personnel, traffic management personnel, other public safety personnel, as well as other personnel from the City and other jurisdictions (pursuant to agreements between such other jurisdictions and the City), and other City contractors. For purposes of this Agreement, Super Bowl Services, and the costs related thereto, shall be comprised of “Event Planning and Training Services,” “Actual Event Services,” projected to be provided from the date seven (7) days prior to the Super Bowl LX until two (2) days after the event, “Required Equipment Costs” (as more particularly described in Section 3.4.6, below, and “Miscellaneous or Unanticipated Expenses” (as more particularly described in Section 3.4.7, below.) A more detailed summary of Super Bowl Services is attached hereto as Exhibit A.

2.2. Event Planning

2.2.1 In General. The City will prepare, in regular consultation with the other Parties, plans for the City’s provision of Super Bowl Services. The consultation among the Parties will be as needed, with such frequency and at the times agreed-upon by the Parties, leading up to the scheduled Super Bowl Activities. In preparation of the necessary plans, the City will consult with ManCo, BAHC, and the NFL and others as may be appropriate, but final approval of all plans for the provision of Super Bowl Services for Super Bowl Activities (collectively, the “Super Bowl Services Master Plan”) will be in City’s sole discretion. All components of the Super Bowl Services Master Plan will, at a minimum, conform to applicable federal, state, and local laws and regulations, as well as, subject to such laws, any NFL-specific requirements for the conduct of the Super Bowl Activities. 4925-5899-3231.1

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2.2.2 S BLX Public Safety Plan . One key component of the Super Bowl Services Master Plan will be the “SBLX Public Safety Plan.” City shall take the lead on preparing and shall solicit stakeholder input, on a regular and consistent basis, in the preparation, refinements, and finalization of such plan. S takeholders shall include federal, state and regional governmental authorities with jurisdiction, and designated security personnel from the NFL , BAHC and ManCo. The SBLX Public Safety Plan may be periodically updated to respond to stakeholder comments and changes in security requirements or threat assessments and, in City’s discretion, stakeholders shall be re-engaged for further input. The final SBLX Public Safety Plan shall be consistent with all applicable federal, state, regional, and City requirements and, so long as such requirements are feasible and not inconsistent with applicable laws and Santa Clara Police Department security standards or determinations, NFL requirements. City shall have final input and approval authority over the SBLX Public Safety Plan and will be the local law enforcement authority responsible for the implementation of the SBLX Public Safety Plan. This includes coordination with other federal, state and regional law enforcement officials/departments, contracting with and oversight of other reginal/local law enforcement agencies, and actual City staff deployment and provision of assigned Super Bowl Services under the SBLX Public Safety Plan. The SBLX Public Safety Plan will include among other necessary and appropriate terms as determined by the City and the stakeholders, provisions for Event Overview, Goals and Objectives, Roles and Responsibilities, Incident Command System (ICS) Framework, Risk Assessment, Emergency Communications Plan, Crowd Management Plan, Security Measures, Emergency Medical Service (EMS), Evacuation Plan, Severe Weather Preparedness, Coordination with Federal Resources, Community Impact Mitigation (enhanced policing of areas in the vicinity the Stadium, consistent with existing public safety practices, reasonably tailored to any specific needs arising from unique aspects of the Game, the Designated Events and any Related Activities ), and reasonable and necessary Post-Event Review.

2.3. Cost Estimates

2.3.1 Preliminary Estimated Costs. In order to facilitate budgeting and fundraising efforts with respect to Super Bowl Activities, City has developed a preliminary estimate for the cost components comprising the Super Bowl Services for which it is expecting payment from BAHC (“Preliminary Cost Estimate”). This Preliminary Cost Estimate is set forth on Exhibit B attached hereto and incorporated herein by this reference. The estimate includes projected costs for Super Bowl Services comprised as follows: “Event Planning and Training Services,” “Actual Event Services,” projected to be incurred from the date seven (7) days prior to the Super Bowl LX until two (2) days after the event, and “Required Equipment Expenses” (as more particularly described in Section 3.4.6, below).

2.3.2 Updated Cost Estimates. From and after the Effective Date, each Party shall, on an ongoing basis, exercise good faith efforts to identify, gather and share any and all available new or additional information necessary to allow for City to refine and update its Preliminary Cost Estimate. On or about November 15, 2025, and January 15, 2026 , City/Stadium Authority shall submit an updated version of their Preliminary Cost Estimate to BAHC and StadCo (each an “Updated Cost Estimate” and collectively the “Updated Cost Estimates”). Updated Cost Estimates shall include offsets for amounts of Super Bowl Services costs already paid and any other applicable offsets. In addition, if at any time after the Effective Date any Party learns of additional information that is reasonably expected to result in a change 4925-5899-3231.1

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to the then current Updated Cost Estimate by a factor of five percent (5%) or greater of the total (each a “Material Cost Adjustment”), such Party shall promptly notify all other Parties in writing of such Material Cost Adjustment. Any Updated Cost Estimate generated hereunder shall be dated and incorporated into an updated version of Exhibit B. In addition to these specific obligations, the Parties agree to regularly meet and confer as needed or as requested by any Party regarding event costs and responsibilities, and to share relevant information they may obtain with all other Parties that may affect overall event costs or responsibilities regardless of impact or their own cost or responsibility areas.

2.3.3 Nature of Estimates. While City has endeavored to develop the Preliminary Cost Estimate in good faith, using commercially reasonable means and methods, and will endeavor to develop any and all Updated Costs Estimates similarly, all Parties acknowledge and agree that (a) such estimates are based upon assumptions regarding the scope of required services and information available at the time; (b) some of the information upon which City is relying was obtained from third parties; (c) such assumptions and information are expected to change over time as assumptions are refined, and new or better information becomes available; (d) any or all of these factors are likely to result in modifications to the Updated Cost Estimates and, ultimately, actual final costs incurred in connection with the Super Bowl LX Event (“Final Costs”) that could substantially vary from the Preliminary Cost Estimates; and (e) subject to each Party’s obligations under this Agreement to exercise reasonable efforts to endeavor to provide accurate information and update their Preliminary Cost Estimates, no Party shall be liable to any other Party hereunder for any inaccuracy, material or otherwise, in their particular cost estimates, and each Party’s responsibilities with respect to the performance of their respective obligations hereunder with respect to the Super Bowl LX event, and, subject to BAHC’s and/or StadCo’s right to dispute Payment Requests as set forth below, BAHC’s and/or StadCo’s ultimate reimbursement of Super Bowl Services costs, shall not be absolved, modified or reduced as a result of any inaccuracy in any Preliminary or Updated Cost Estimate or the information provided in connection therewith.

3. Responsibility
and Process for Reimbursement of Super Bowl Services Costs.

3.1. Cost Incurred Prior to the Effective Date. Pending finalization of this Agreement, in order to reimburse City for certain expenses incurred in connection with Event Training and Planning Services, City and BAHC entered into that certain Interim Funding Agreement for Super Bowl LX Planning and Preparation Activities effective as of January 1, 2025, which was amended effective as of June 1, 2025 and amended again effective as of July 14, 2025 (“IFA”). In addition, BAHC has already reimbursed City for “Event Planning Costs” from July 2024 through December 31, 2024, and for costs related to the New Orleans VPSO program attended by City pursuant to the terms of, and as such terms are defined in separate agreements (the “Pre-Agreement Expenses”). The Parties acknowledge and agree that any amounts due and payable under the IFA shall be paid in accordance with the terms thereof and that, except as expressly provided in Section 3.7 hereof, below, BAHC’s responsibility with respect to the Pre-Agreement Expenses have been fully satisfied and shall not be charged or payable under the terms of this Agreement.

3.2. C
osts Incurred After the Effective Date; In General. BAHC is responsible for reimbursing City for all of its actual and reasonable Super Bowl Services costs 4925-5899-3231.1

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(collectively, “Qualified Event Expenses”), pursuant to the terms of Section 3.3 through 3.7 of this Agreement, below, including, without limitation, terms that provide BAHC and StadCo certain rights to dispute City invoices for reimbursement.

3.3. E vent Planning and Training Expenses.

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

Payment Request submittals should also include reasonable supporting documentation ( e.g., timecard reports by position, actual receipts, statements, proof of purchase, and invoices showing that payment was made) evidencing the incurrence of Qualified Event Expenses.

3.3.2 Initial Review for Completeness. U pon receipt of a Payment Request, BAHC shall have ten (10) days to review and confirm that such request contains all relevant and required supporting documentation for eligible Event Planning and Training Expenses. If BAHC reasonably determines that any information or documentation is missing or incomplete, BAHC shall notify City and City shall agree to work in good faith to provide BAHC with the requested information within five (5) days of receipt of such request. Such Payment Request shall be deemed to be “ complete” when BAHC has received the reasonably requested information needed to review the Payment Request (the “Completed Payment Request”).

3.3.3 Final Review; Dispute Process .

Within thirty (30) days of a
Payment Request, or fifteen (15) days after receipt of a Completed Payment Request for incomplete or missing documentation, whichever is later, BAHC shall inform the City in writing of any amount of the Payment Request that it does not approve (the “ Disputed Amount”) and the reason(s) for such disapproval. Any such disapproval must be based on BAHC ’s reasonable determination that the Disputed Amount does not qualify as a Qualified Event Expense under the terms of this Agreement. Any amount of a Completed Payment Request not so disputed shall be deemed approved and paid by BAHC as provided in Section 3.3.4 below. In the event BAHC reasonably disputes any portion of a Payment Request, BAHC and City agree to immediately meet and confer in good faith to resolve the dispute. If after two (2) meet and confer sessions, the parties have been unable to resolve the dispute, the dispute shall be subject to the dispute resolution process described in Section 3.5, below.

3.3.4 Payment of Undisputed Amounts to City and Disputed Amounts to Escrow. Within sixty (60) days after receipt of a Completed Payment Request, BAHC shall submit a payment to City in the amount of the Completed Payment Request less any Disputed Amount.

BAHC and City agree to allow for an additional 30- days to collectively work together to resolve any questions and information required to approve any Disputed Amounts applicable to a particular Completed Reimbursement Request. If upon such 30-day period, BAHC and City have not agreed 4925-5899-3231.1

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as to how to proceed as to any Disputed Amount then BAHC shall agree to set-aside such amounts in a segregated account as pending. In the event that, in the aggregate, Dispute Amounts exceed $50,000, BAHC agrees to deposit such Disputed Amount into a third-party escrow account established by BAHC and City for this purpose (the “Disputed Amount Escrow”). Amounts in the Disputed Amount Escrow shall only be disbursed upon mutual agreement of BAHC and City, or upon a final binding order out of arbitration if such process is triggered under the terms of Section 3.5, below. Payments shall be made in the form of check or wire transfer as determined by City and the Disputed Amount Escrow Officer, respectively. BAHC and City shall evenly share any costs of the Disputed Amount Escrow and any ensuing arbitration. Amounts in the Disputed Amount Escrow shall only be disbursed upon mutual agreement of BAHC and City, or upon a final binding order out of arbitration or a reviewing court with jurisdiction.

3.3.5 A
dvance Review of Proposed Travel/Training Costs. Prior to incurring expenses (either out-of- pocket costs or staff time) for which City will be seeking reimbursement associated with any travel or off-site training programs ( “Travel and Training Costs”) City shall provide BAHC a written summary of anticipated costs, explanation of the need for the travel and/or training and a list of the City personnel participating ( “Proposed Travel and Training Budget”). City shall seek and consider, in good faith, BAHC input on Proposed Travel and Training Budget, provided that such input is provided by or developed with law enforcement and/or security professionals, but shall reserve the right, in its sole discretion, to determine the training it deems necessary to assure public safety at the Super Bowl Activities , and to seek reimbursement therefor. BAHC reserves the right to reasonably dispute any submittal for reimbursement of such costs as provided in Section 3.3.3, above. In fulfilling their respective roles under the terms of this Section, all Parties agree to exercise their reasonable best efforts to provide timely information and responses.

3.4. Actual Event Expenses.

3.4.1 Advance Payment. On or before the date falling forty-five (45) days prior to the Super Bowl LX game, BAHC shall pay City an amount equal to fifty (50%) of the then most current Updated Cost Estimate for Actual Event Expenses (“Advance Payment”) . This Advance Payment shall be based on the November 15, 2025 Updated Cost Estimate only, subject to any properly noticed Material Cost Adjustment, if applicable. Any such Advance Payment shall offset BAHC’s ultimate obligation to pay Actual Event Expenses hereunder.

3.4.2 Primary and Final Payment(s).

Following the Super Bowl LX game
and any related post-game events requiring Super Bowl Services , City shall submit a Payment Request to BAHC with respect to Actual Event Expenses incurred, less the amount of any Advance Payment received, in the form attached hereto as Exhibit C. City shall endeavor to do so by on or before April 1, 2026 (the “Primary Event Expense Request”). The Primary Event Payment Request shall include a statement of both City/Stadium Authority staff time and out-of-pocket expenses paid or owed to third parties if known at that time. With respect to any Actual Event Expenses not recorded or invoiced at the time of the Primary Event Expense Request, including, without limitation, City staff time and third-party costs not yet invoiced to City/Stadium Authority, City/Stadium Authority shall submit a proposed final Payment Request and shall endeavor to do so by on or before May 1, 2026 (the “Final Payment Request”). For both the Primary Event Payment Request and the Final Payment Request, a ll City staff time shall be billed at City ’s then 4925-5899-3231.1

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applicable full costs recovery rates for other NFL Events held at the Stadium. Staff costs shall be bi
lled on an hourly basis in .25 of an hour (15 minute) increments and shall include a description of the work by category as set forth on Exhibit C. Payment Request submittals should also include, reasonable supporting documentation ( e.g., timecard reports by position, actual receipts, statements, proof of purchase, and invoices showing that payment was made) evidencing the incurrence of Actual Event Expenses.

3.4.3 BAHC Initial Review for Completeness . U pon receipt of either a Primary Event Expense Request or a Final Payment Request, BAHC shall have twenty- one (21) days from the receipt of such request to review and confirm such request contains all relevant and required supporting documentation for eligible Actual Event Expenses, or any other Qualified Event Expenses proposed therein for payment. If BAHC reasonably determines that any information or documentation is missing or incomplete, BAHC shall notify Ci ty/Stadium Authority and City/Stadium Authority shall work in good faith to provide BAHC with the requested information within five (5) days of receipt of such request. Such Payment Request shall be deemed to be “ complete” when BAHC has received the reasonably requested information needed to review the Payment Request (each a “Completed Payment Request”).

3.4.4 Final Review; Dispute Process.

Within forty (40) days of a Primary
Event Expense Request or a Final Payment Request, or fifteen (15) days after receipt of a Completed Payment Request for incomplete or missing documentation, whichever is later, BAHC shall inform the City in writing of any amount of the Payment Request that it does not approve (the “Disputed Amount”) and the reason(s) for such disapproval. Any such approval must be based on BAHC’s reasonable determination that the Disputed Amount does not qualify as a Qualified Event Expense under the terms of this Agreement. Any amount of a Completed Payment Request not so disputed shall be deemed approved and paid by BAHC as provided in Section 3.4.5, below.

In the event BAHC reasonably disputes any portion of a Payment Request, BAHC and City agree to immediately meet and confer in good faith to resolve the dispute. If after two (2) meet and confer sessions, the parties have been unable to resolve the dispute, the dispute shall be subject to the dispute resolution process described in Section 3.5, below.

3.4.5 Payment of Undisputed Amounts to City and Disputed Amounts to Escrow. Within sixty (60) days after receipt of a Completed Payment Request, BAHC shall (i) submit payment to the City in the amount by which the Payment Request exceeds the amounts already paid to City/Authority in the form of Advance Payments, less any Disputed Amount; and (ii) deposit the Disputed Amount into the Disputed Amount Escrow provided under Section

3.3.4, above. Payments shall be made in the form of check or wire transfer as determined by City and the Disputed Amount Escrow Officer, respectively. For example, if a Completed Primary Event Expense Request is $7.5 million, City has already received $4 million in Advance Payments, and there is a Disputed Amount of $150,000, the amount due and payable by BAHC to City/Authority with respect to such request under the terms of this Section would be $3,350,000, and the deposit into the Disputed Amount Escrow would be $150,000.

3.4.6 Special Rules for Equipment Costs.
a. In General. The Parties agree that certain public safety, transportation management and related equipment will be required in connection with City 4925-5899-3231.1

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required and necessary public safety and transportation support services for the Super Bowl Activities (“Required Event Equipment ”), and the reasonable cost of such equipment shall constitute Qualified Event Expenses hereunder, provided that the equipment is available on event day or whenever it is required.
b. E
quipment List . The Parties shall meet and confer to agree upon an initial list of Required Event Equipment, including the estimated purchase or lease costs to be billed to BAHC for each. Such list, and the related estimated cost of each piece of equipment, will be updated from time to time consistent with the provisions set forth in Section 2.4, above. c. Purchased Equipment . P rior to purchasing any Required Event Equipment for which the entire purchase price is proposed to be expensed to BAHC, City shall first obtain BAHC’s written approval for such purchase. City shall follow its own procurement policies and shall endeavor to obtain any such Required Event Equipment at the best available commercial rates; provided, however, if BAHC is able to facilitate the purchase of the same equipment at lower cost, and such facilitation can be implemented consistent with City’s legal procurement requirements, then the City agrees to allow BAHC to coordinate such process.

The purchase price for Required Event Equipment purchased for BAHC by Cit y for use at the event shall be chargeable as a Qualified Event Expense to BAHC once payment is made. City shall endeavor to include such cost in the next scheduled Payment Request submittal. Once City has been reimbursed and purchased Required Event Equipment is no longer needed for Super Bowl Activities, at BAHC’s option, after meeting and conferring with City, and subject to applicable laws, such equipment shall either be (i) transferred to BAHC, (ii) sold, with the proceeds of such sale, less reasonable sales expenses, paid to BAHC , or (iii) subject to terms approved by both BAHC and City, retained by City for future use at the Stadium. d. Leased Equipment. With respect to Required Equipment to be leased to BAHC by City for use at Super Bowl Activities, the associated lease charges shall be chargeable as a Qualified Event Expense for the number of days deployed for event support (inclusive of days that are reasonably necessary for delivery, setup, and demobilization). City shall endeavor to include all corresponding lease charges in the Primary Event Expense Request submittal provided in Section 3.4.2, above. In determining the appropriate lease charge amount the following shall apply: (a) the lease rate for Required Equipment that itself was leased from a third party shall be a pass through of the lease rate cost charged to City; (b) the lease rate for purchased equipment shall be determined in consideration of “market rates” for such equipment, to the extent available, wear and tear on the leased equipment, projected maintenance costs, amortized capital reserve replacement costs, and other relevant factors, after consultations with BAHC regarding methodology; and (c) the lease rate shall not include any lease administration overhead fee; instead, any staff time/costs directly associated with procurement or management of leased assets necessary for Super Bowl Activities shall be accounted for and billed directly as a Qualified Expense Cost.
e. Coordination with FIFA World Cup Equipment Purchases ; Equipment Borrowing Opportunities . Whenever practical, in order to reduce costs and achieve economies of scale, City shall coordinate and combine its procurement of Required Event Equipment under the terms of this Agreement, with its procurement of “ Required Event Equipment” under the terms of the FIFA World Cup 2026 Assignment and Assumption Agreement 4925-5899-3231.1

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(“FIFA Agreement”). City shall account for, allocate and invoice all “Qualified Event Expenses” incurred in connection with such coordinated procurement efforts as “World Cup Support Services” or “Super Bowl Support Services” based on the extent to which such equipment i s projected to be deployed for such events. In no event shall City “double charge” for such expenses.

To minimize charges to BAHC for purchased equipment as contemplated by subsection c., above, City further agrees to cooperate with BAHC/StadCo on identified sources that may be willing and able to loan Required Event Equipment at below market terms.

3.4.7 M iscellaneous or Unanticipated Expenses. “Miscellaneous or Unanticipated Expenses” are expenses or costs related to the provision of Super Bowl Services, but that were not otherwise expressly included in other Super Bowl Services expense categories.

To the extent possible, with respect to Miscellaneous or Unanticipated Expense transactions in excess of $500 per item or $2,500 in the aggregate, before any such costs are incurred or expended, City agrees to meet and confer with BAHC to obtain advance approval for such expenses. If such advance discussions are not practical or possible, if such costs or expenses are incurred by City/Stadium Authority in good faith and are of a similar nature or character of other qualified expenses, City shall be entitled to reimbursement therefor, subject to BAHC’s reasonable approval and right to dispute. Any Miscellaneous or Unexpected Cost approved or proposed under the terms of the Section shall (a) be included as a line item by City/Stadium Authority in their next Updated Event Cost Estimate submittal, in accordance with the process forth in Section 2.4, above; and (b) once such cost is incurred, shall be proposed for payment by City/Stadium Authority under their next applicable Payment Request submittal, in accordance with the process set forth in either Section 3.3, above, depending upon when the Miscellaneous or Unexpected Cost expense was incurred. For example, if the Miscellaneous or Unexpected Cost expense was incurred during the event planning phase, prior to the Primary Event Operations Period, it would be included as an expense in the next submitted monthly Payment Request for Event Planning and Training Expenses. If the expense was incurred after the commencement of the Primary Event Operations Period, it would be included as an expense and submitted as part of the Primary Event Expense Payment Request or the Final Payment Request.

3.5. Cost Reconciliation/Dispute Resolution.

3.5.1. Selection of an Arbitrator. Within thirty (30) days after the Effective Date, BAHC and City/Stadium Authority will meet and confer to select and contract with an arbitrator to be on “stand-by” to resolve disputes over Disputed Amounts that the parties are unable to resolve themselves after meeting and conferring as provided in Sections 3.3 or 3.4, above, under the terms set forth in this Section 3.5. The arbitrator should have experience adjudicating matters involving complex agreements, disputed payments and services, and accounting, and must be approved by BAHC and City/Stadium Authority (“Approved Arbitrator”).

3.5.2. Interim/Expedited Dispute Resolution.

If at any time during the term of this Agreement Disputed Amounts deposited into the Disputed Amount Escrow exceed $200,000, and the parties have been unable to resolve their dispute(s) with respect to such amounts after meeting and conferring under the terms of Section 3.3.3 or 3.3.4, as applicable, above, either BAHC or City/Stadium Authority shall have 4925-5899-3231.1

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the right, by written notice to the other party, to initiate expedited binding arbitration to resolve their dispute (“Expedited Arbitration”). The Expedited Arbitration shall be conducted on a confidential basis by the Approved Arbitrator. The arbitration process schedule will be designed to allow a final decision in such matter to occur within no more than sixty (60) days. Any decision or award as a result of such arbitration shall be in writing and shall provide an explanation for all conclusions of law and fact. Any award of arbitration may be confirmed in a court of competent jurisdiction. The costs of such arbitration shall be shared 50/50 by the parties, and each party shall bear the cost of their own attorney s’ fees. If by March 1, 2026, no party has initiated Expedited Arbitration, disputes between the parties with respect amounts deposited into the Disputed Escrow Account, including amounts deposited after March 1, 2026, shall be resolved as part of the final reconciliation/dispute resolution process set forth in Section 3.5.3, below.

3.5.3. F
inal Reconciliation/Dispute Resolution . If there are unresolved disputes regarding Payment Requests for Event Planning and Training Expenses, Required Equipment Expenses, or Miscellaneous or Unexpected Costs, and BAHC has reserved its rights respect to such disputes, or if BAHC has Disputed Amounts (or any other disputed amounts) requested for reimbursement in the Primary Event Expense Request or the Final Payment Request submittal and, after meeting and conferring in good faith to resolve such dispute(s) the Parties have been unable to reach agreement, then either party may tender such disputes to final, binding arbitration for resolution (“Final Arbitration”). The Final Arbitration shall be conducted on a confidential basis by the Approved Arbitrator. Any decision or award as a result of such arbitration shall be in writing and shall provide an explanation for all conclusions of law and fact. Any award of arbitration may be confirmed in a court of competent jurisdiction. The costs and fees of the Approved Arbitrator shall be shared 50/50 by the parties; however, each party shall bear the cost of their own attorneys’ fees and consultant fees/costs, if any.

3.6 Qualified Event Expenses Not to Be Treated as Public Safety Costs Under the Terms of the Stadium Lease
Notwithstanding any provision in the Stadium Lease to the contrary, in no event will any Qualified Event Expenses invoiced and reimbursed under the terms of this Agreement constitute “Public Safety Costs” for purposes of Sections 7.5.2 and 7.5.3 of the Stadium Lease.

3.7 P
re -Agreement Expenses. Amounts previously incurred by the City/Stadium Authority prior to July 2024 in the amount of up to $124,086, shall be reimbursable to the Stadium Authority after all amounts due to City/Stadium Authority have been paid hereunder, or pursuant to the provisions of Section 6.12.b, below, provided that government funding amounts are available to reimburse such amounts to City/Stadium Authority. BAHC shall not be obligated to pay any pre-Agreement expenses to City/Stadium Authority directly or indirectly other than as set forth above.

4. Stadium Capital Improvements.

4.1 In General. Except as otherwise expressly provided herein, any and all improvements or modifications to the Stadium requested or required to be made by the NFL or StadCo/TeamCo in connection with Super Bowl LX (“Super Bowl Improvements”), shall be 4925-5899-3231.1

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overseen and implemented by ManCo in accordance with standards and processes set forth in the Management Agreement, applicable Stadium Authority administrative policies (e.g., procurement processes, project accounting, warranty, insurance and labor requirements), NFL requirements, and all City-issued permits and approvals. All proposed Super Bowl Improvements outside the Tenant Exclusive Areas, where required under the existing Stadium agreements, must first be approved by Authority, acting in its sole but reasonable discretion.

4.2 Funding. Any such Super Bowl Improvements shall not be treated as capital improvements requiring funding by Stadium Authority under the terms of the Stadium Lease Agreement. Rather, BAHC and StadCo shall be jointly and severally liable for funding and lien-free completion of any such modifications. In the event that Stadium Authority reasonably conditions its approval of any Super Bowl Improvements on the removal of such improvements after the conclusion of the Super Bowl LX event, BAHC/StadCo shall also be responsible for the costs of removing those modifications in order to return the Stadium to its state prior to the modifications.

4.3 Timing;
Coordination. BAHC and ManCo shall make commercially
reasonable best efforts to ensure that all Super Bowl Improvements are constructed in a manner and on a schedule so as not to interfere with other Stadium Events, including NFL Events and ticketed and non-ticketed Non-NFL Events.

4.4 Compliance with Applicable Law. B
AHC and ManCo shall carry out the
design, construction and operation of any Super Bowl Improvements in conformity with all applicable governmental requirements, including all applicable federal and state labor standards (including without limitation, if applicable, provisions for payment of prevailing wages) and any other applicable development standards, building, plumbing, mechanical and electrical codes that are applicable. With respect to California Labor Code Sections 1720, et seq., and its implementing regulations, regarding the payment of prevailing wages (the “Prevailing Wage Law”) BAHC and ManCo shall be solely responsible for determining and effectuating compliance with the Prevailing Wage Laws. BAHC and ManCo hereby releases from liability, and agrees to indemnify, defend, assume all responsibility for and hold Stadium Authority and its officers, employees, agents and representatives, harmless from any and all claims, demands, actions, suits, proceedings, fines, penalties, damages, expenses resulting from, arising out of, or based upon their acts or omissions pertaining to the compliance with all applicable laws, including Prevailing Wage Law in connection with installing the Stadium Improvements. The foregoing indemnity shall survive termination of this Agreement and shall continue after completion of the construction and development of the Super Bowl Improvements. At the time of the Effective Date, the Parties do not expect that any Super Bowl Improvements will be required in preparation for the Game.

5. Permits and Processing.

City/Stadium Authority agrees to work in good faith to expedite the processing of all necessary licenses, authorizations, permits, grants, orders, decisions, or any other acts required of the Stadium Authority or City in connection the Super Bowl Activities (“Event Permits”). City/Stadium Authority reserves the right to approve, condition or disapprove in accordance with applicable legal standards for governmental discretion. BAHC shall be 4925-5899-3231.1

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responsible for payment of all standard City/Stadium Authority processing fees associated with all required permits/approvals sought by BAHC or being sought on behalf of BAHC by ManCo or another authorized third-party. All other permitting fees shall be the responsibility of the party seeking the permit/approval. If expedited Event Permits processing is necessary that cannot be accommodated using only existing City/Stadium Authority staff, BAHC (or the permit seeking party) may request that City procure outside contractor assistance to assist with such processing.

City agrees to meet and confer with BAHC (or any other party seeking a permit) regarding any such request to determine the viability and cost of this option. If the parties agree to proceed with the procurement of outside contractor assistance, the procurement shall be done in accordance with applicable City standards, and the costs for the contractor assistance shall be paid by BAHC (or the permit seeking party).

6. A
dditional Agreements .

6.1. StadCo Responsibility for Any Qualified Event Expense Shortfall without Credit or Offset. StadCo agrees that to the extent BAHC fails to fully reimburse City for City’s Qualified Event Expenses incurred hereunder as provided in Section 3 above (a “Qualified Event Expense Shortfall”), StadCo shall reimburse City the entire amount of the Qualified Event Expense Shortfall. StadCo’s obligation under this Section shall not be offset by or credited against any other claim StadCo may have or allege against Stadium Authority or City under the terms of any other agreement between one or more of the Parties or any non- monetary claim for damages or payment under the terms of this Agreement. For the avoidance of doubt, in no event shall any Qualified Event Expense amounts paid by BAHC or StadCo under the terms of this Agreement, including but not limited to any Qualified Event Expense Shortfall, count or be treated as “Credited Public Safety Costs” under the terms of the Stadium Lease between Stadium Authority and StadCo, and the Parties acknowledge and agree that the Game shall not be included in the calculation of the Public Safety Costs Threshold for the 2025- 2026 Lease Year.

6.2. NFL Stadium Access/T
erms. StadCo may enter into a license agreement
with the NFL (and with BAHC as appropriate), consistent with the terms of this Agreement, granting access to the Stadium for purposes of hosting Super Bowl LX. Should BAHC, or other third-party access to the Stadium be needed in connection with Super Bowl LX for tours, preliminary site inspection visits, planning meetings, or other related purposes, during the Non- NFL event season/period, such access shall be provided in such a way as to mitigate any negative impacts on the planning or execution of ticketed and non-ticketed Non-NFL events in accordance with the Stadium Lease.

6.3. Access to Other City Facilities; Youth Sports Park. If either the NFL or BAHC needs access to any facilities under the control of the City or the Authority, including without limitation the Youth Soccer Park (which the Parties anticipate will be within the security perimeter for the Game and Designated Events), they must secure the necessary right of entry permits and/or licenses from the City or the Authority where applicable, on reasonable terms to be negotiated.

6.4. Convention Center Access. Access to and use of City Convention Center facilities (“Convention Center”) shall be provided on the following terms:
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(a) Use Term and Designated Facilities. BAHC/NFL (or their designated agents) shall have use of the Convention Center for Super Bowl Activities starting on January 17, through February 13, 2026 (“Use Term”) as designated in that certain facility use schedule agreed upon by City and BAHC dated ____________, 2025. City shall reserve the right to use or license Convention Center facilities not scheduled for BAHC/NFL use during the Use Term provided that such uses are not incompatible with BAHC/NFL uses. (b) Allowed Uses. A
llowed BAHC/NFL uses shall include (i) credentialing of NFL officials and VIPs; (ii) special events, including the necessary access to prepare for and stage such events; and (iii) any other use/activation typically allowed in the Convention Center (collectively, the “Convention Center Allowed Uses”).
(c) Facility Rent. “Facility Rent” shall be Six Hundred Fifty Thousand Dollars ($650,000) for BAHC/NFL’s use of the Convention Center for the use term.

BAHC shall deposit $320,000 with City towards payment of the Facility Rent (“Rent Deposit”) as follows: (i) by on or before November 1, 2025, BAHC shall deposit $160,000; and (ii) by on or before January 1, 2026, BAHC shall deposit an additional $160,000.
(d) Rent Credits. Cr
edits against Facility Rent shall be provided as follows: (i) a “Major Event Rent Credit” of 20% of the Facility Rent (equal to One Hundred Thirty Thousand Dollars ($130,000)), and (ii) a “Business Development Funds Credit” (to be secured by City/Authority from Santa Clara’s Destination Marketing Organization) in the amount of Two Hundred Thousand Dollars ($200,000), and (iii) a “Performance Rent Offset” for discretionary expenditures, including Food & Beverage, Audio/Visual, and Information Technology (collectively, “Convention Center Event Expenditures”), in the amount of 40% of actual Convention Center Event Expenditures of up to Five Hundred Thousand Dollars ($500,000), plus an amount of 30% of actual Convention Center Event Expenditures between $500,000 and $900,000. City shall provide a final accounting to BAHC of the Performance Rent Offset within __ days after the expiration of the Use Term (“Performance Rent Calculation Date”). If the Performance Rent Offset amount exceeds the Rent Deposit, City shall pay BAHC the entire Rent Deposit within five (5) business days after the Performance Rent Calculation Date. If the Performance Rent Offset amount is less than the Rent Deposit, City shall pay BAHC the positive difference between the Rent Deposit and the Performance Rent Offset.
(e) Cancellation Fee. If
BAHC or its designee does not make use of or cancels
its use of the Convention Center for the Use Term, City shall retain the Rent Deposit, and the balance of Facility Rent shall be immediately due and payable from the BAHC as a cancellation/non-use fee.
(f) Other Terms. T hese terms and all remaining terms and conditions for Convention Center use provided that such terms are consistent with the terms of 4925-5899-3231.1

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this Section shall be negotiated directly with the manager of the Convention Center and memorialized in a Convention Center Use Agreement.

6.5. T hird Party Owned or Controlled Facilities . BAHC and StadCo are responsible for securing and providing access to any other facilities not under the control of the City or the Authority that may be necessary or desired for use related to Super Bowl LX. City shall reasonably cooperate with such efforts, including with the facilitation of any required permits for necessary improvements or desired activities at such facilities.

6.6. Senior and Youth Fee. StadCo shall pay to the City the Santa Clara Senior
and Youth Program Fee on each Super Bowl LX ticket in the amount specified in Section 12.2 of the Stadium Lease; provided, however, such amounts shall not be counted towards any cap on such fees provided in Section 12.2. If the NFL will not permit the inclusion of the Santa Clara Senior and Youth Program Fee in its tickets for the Game, StadCo agrees to cause the donation to the City, within 60 days of the Game, for use by the City for Senior and Youth Program purposes, an amount equal to the amount of the Santa Clara Senior and Youth Program Fees that would have been collected had they been allowed.

6.7. Marketing and Promotion of City. BAHC and Discover Santa Clara, Santa Clara’s Destination Marketing Organization (“DMO”) will use commercially reasonable efforts to coordinate and collaborate to jointly promote and market City businesses, events, and facilities in association with Super Bowl LX in accordance with a separate, pending agreement between BAHC and DMO. In addition, upon request from the City, BAHC shall endeavor in good faith to arrange for support from Bay Area professional sports teams (for example, professional athlete and/or team mascot guest appearances) at City sponsored events (including but not limited to the October 4, 2025, Santa Clara Parade of Champions) (“City Sponsored Event Support”). City acknowledges that BAHC cannot guarantee City Sponsored Event Support, and neither BAHC nor any professional sports team, shall be required to incur any out- of-pocket costs in connection with solicitation or provision of City Sponsored Event Support under the terms of this Section.

6.8. Joint Marketing of City Assets. City is finalizing an agreement with a third-party vendor for the marketing of certain City assets around the Stadium for commercial advertising or use. City acknowledges and agrees that certain of such assets are subject to agreements that are binding upon City and Stadium Authority that limit or preclude their use for one or more of such purposes (the “Limiting Agreements”). City also acknowledges and agrees not to undertake or engage in, either directly or through any vendor or agent, any activities that are inconsistent with the Special Event Zone provisions below. Subject to the terms and restrictions of the Limiting Agreements and the Special Event Zone Provisions, BAHC and StadCo will cooperate with City’s efforts to market to the NFL or their commercial partner’s use of City assets for commercial advertising or use, at best available, commercially reasonable/market rates by providing input on City’s efforts and coordinating with such third- party vendor.

6.9. Special Event Zone Provisions. City staff agrees to prepare and present to the City Council for its consideration a “Special Event Zone Ordinance” designed to protect the public health, safety and welfare, and enhance local aesthetics by temporarily regulating or 4925-5899-3231.1

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restricting certain advertising and commercial activities within the vicinity of the Stadium leading up to and during the Super Bowl event. The target date for Council consideration is November 15, 2025. To the extent permitted by state and federal laws, the proposed Special Event Zone Ordinance will temporary regulate outdoor commercial signs and advertising displays, outdoor sale of merchandise, and commercial vending from mobile units, and distribution of free products. The scope of the sidewalk vending regulations, including those for food and merchandise, will be limited to time, place, and manner requirements directly related to objective health, safety, or welfare concerns and may cross-reference or incorporate existing City regulations in this area. At a minimum, the proposed Special Event Zone Ordinance will include regulations substantially equivalent to those set forth in that certain Ordinance adopted by the City of Inglewood, California on _____________, 2022 “Designating Certain Portions of the City as an “Event Zone” in Order to Regulate Certain Activities in Connection with Super Bowl LVI and Related Events,” with updates to conform with any subsequently enacted NFL standards and/or applicable laws. BAHC agrees to reimburse City for all reasonable staff costs necessary to prepare such regulations for City Council consideration. The Parties acknowledge and agree that City Council’s approval of this Agreement does not constitute approval of any “Special Event Zone Ordinance” that may be presented to it under the terms of this Section, and the City Council reserves the right to approve, disapprove or condition the terms of any such regulations in its sole discretion. In the event the City Council is presented with but does not take action to approve a Special Event Zone consistent with the terms of this Section by on or before December 1, 2025, the Parties shall meet and confer on what other lawful measures can be taken to assure that, to the maximum extent possible, equivalent protections can be implemented for the event. [Section details still under discussion, including consequences if Special Event Zone Ordinance or satisfactory alternative(s) are not timely implemented.]

6.10. P
oint of Sale Designations. Where practicable, BAHC and StadCo agree to undertake commercially reasonable efforts as City identifies in writing as are reasonably necessary to have the City of Santa Clara designated as the “point of sale” for all transactions subject to sales or use taxes in connection with the conduct of and sale of goods and services at Super Bowl Activities occurring with the City of Santa Clara (“Applicable Transactions”). City shall identify in writing examples of Applicable Transactions within thirty (30) days after the Effective Date of this Agreement. BAHC/StadCo shall not be required to incur any out-of- pocket costs in connection with their obligations under this Section 6.10.

6.11. No City/Stadium Authority Obligation to Waive Rights with Respect to Local Laws, Taxes and Fees. City/Stadium Authority shall have no obligation to pass or waive any local law, or pass or waive any local tax or fee, except as City Council or Stadium Authority Board may consider and approve, separate and apart from this Agreement, in their sole and unfettered discretion.

6.12. Other Revenues/Funding.
a. Cooperation. To finance its obligations under the terms of this Agreement, BAHC may seeking funding from various public and private sources. City/Stadium Authority and BAHC agree to cooperate in such fundraising efforts. Such cooperation may include among other things: (a) reasonable efforts to pursue direct federal/state/regional funding (“New Government Funding”) or in-kind contributions of federal/state resources that may 4925-5899-3231.1

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offset/reduce Qualified Event Expenses or replace City’s need to provide Super Bowl Services, respectively; (b) joint/coordinated efforts to meet with federal/state/regional officials; and (c) the preparation and submittal of grant/funding applications, including any necessary support information, either jointly or separately, as appropriate, including whenever such funding sources may allow, requests that funds awarded be earmarked for Qualified Event Expenses. b. O
ffset of Government Funding Against BAHC Obligations to Fund Qualified Event Expenses. To the extent any New Government Funding is received and paid to City with respect to City Qualified Event Expenses during the term of this Agreement, BAHC’s corresponding obligations(s) to reimburse such expenses hereunder shall be reduced on a dollar - for-dollar basis as provided in this Section. If the government funding received is earmarked to offset a particular category of Qualified Event Expense (for example, Event Planning and Training Expenses), then that is a category o f reimbursement obligation that shall be reduced. If the government funding received is not specifically designated, it shall be used to reduce the BAHC Qualified Event Expenses reimbursement obligation arising first in time under the terms of this Agreement, for which such monies can lawfully be used. If the government funding is not actually received but is otherwise expressly committed to fund City/Stadium Authority Qualified Event Expenses, the Parties will meet and confer to determine how and when BAHC’s obligations shall be reduced hereunder. The ultimate decision on this will be made by City in its reasonable discretion. Factors to be reasonably considered include the discretionary or administrative nature of any conditions imposed by the government funding source to the actual distribution of funds, the amounts involved, and the timing for any such distribution. If government funding earmarked for Qualified Event Expenses is received by City after BAHC has fulfilled its reimbursement obligations hereunder, such that City shall have received funding for Qualified Event Expenses in excess of the actual amount of its Qualified Event Expenses (“Surplus Funding Amount”), BAHC shall be entitled to receive reimbursement from City of such Surplus Funding Amount subject to any applicable grant requirements.

6.13 Conflicts of Interest Terms/Policies

6.13.1 For ManCo. In implementing their obligations under the terms of this Agreement, ManCo, its members, officers and employees, agree that their conduct shall comply with their obligations and standards of care set forth in the Management Agreement, and all applicable state and local laws, including conflict of interest laws.

6.13.2 For BAHC. B
AHC represents that no StadCo or ManCo official will act on behalf of BAHC in any action to approve this Agreement. Notwithstanding the foregoing, City/Stadium Authority acknowledges and agrees that one or more StadCo or ManCo officials may be involved in assisting BAHC in the implementation of the terms of this Agreement, and with fundraising activities, the proceeds of which may be used to finance one or more of BAHC’s obligations to the NFL or under this Agreement, and that any such activities, being in the mutual interest of the Parties, shall not violate the terms of this Section .

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

7.1. Indemnities.

7.1.1. ManCo Indemnity of City/Stadium Authority. For any liabilities, damages, suits, claims, loss or judgments that arise from or relate to the services ManCo provides for the City or Stadium Authority for the Super Bowl Activities, ManCo shall defend, protect, indemnify, and hold the City and Stadium Authority and its respective officers, directors, employees, and agents harmless from and against all liabilities, damages, suits, claims and judgments of any nature (including attorneys’ fees and costs) pursuant to the Indemnification provisions of Section of 12.1 of the Management Agreement.

7.1.2. BAHC Indemnity of City/Stadium Authority. B
AHC shall defend,
protect, indemnify and hold the City/Stadium Authority, and their respective officers, directors, employees, and agents harmless from and against any and all liabilities, damages, suits, claims and judgments of any nature (including attorneys’ fees and costs) arising from or in connection with any obligation that BAHC is responsible for and undertakes with respect to any Super Bowl Activities. This indemnification obligation includes, but is not limited to, (a) any injury to or death of a third person or any damage to property of a third person (including loss of use) resulting from, arising out of or in connection with BAHC’s obligations undertaken with respect to the Super Bowl Activities, and (b) the negligence or willful misconduct of BAHC or any of its respective officers, directors, employees, agents, contractors or invitees.

7.1.3. Carve-Ou
t. The obligations to protect, indemnify and hold
harmless in Sections 7.1.1, and 7.1.2, above, shall not apply if such liability is ultimately adjudicated to have arisen through the negligence or willful misconduct of City or Stadium Authority, and their respective officers, directors, employees, and agents the obligation to defend is not similarly limited.

7.2. Insurance.

7.2.1. Standard Coverages. Throughout the term of this Agreement, and during the Super Bowl Activities, Stadium Authority and StadCo shall maintain in effect Comprehensive General Liability insurance (CGL) and other standard forms of insurance in the amounts and forms consistent with their then applicable standards for NFL Events (collectively “Standard Event Insurance”) as set forth in the Lease. The cost of such insurance shall be paid in accordance with the terms of the Lease.

7.2.2 Specialty Coverages. C
ity/Stadium Authority staff, is currently
working with their insurance broker to determine if, given the elevated risk profile of the Super Bowl Activities, additional coverage amounts, or specialty coverage(s) are needed to address such elevated risks. The Parties are also seeking information from the NFL as to what coverages it may be providing or requiring. City/Stadium Authority, StadCo/ManCo and BAHC agree to meet and confer regarding what additional coverages are necessary based on reasonable City/Stadium Authority or NFL requirements (collectively “Specialty Insurance”). Any additional costs for Specialty Insurance required by the NFL or reasonably deemed necessary by City/Stadium Authority, after consultation with and reasonable preapproval by BAHC and 4925-5899-3231.1

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StadCo, for the Super Bowl Activities shall be a Qualified Event Cost reimbursed by BAHC within the terms of this Agreement. The Parties agree to cooperate to develop a coordinated overall insurance program in order to avoid unnecessary redundancy and to reduce costs.

8. Lat e Payments, Default and Remedies .

8.1. Late Payments
Any amount due and payable hereunder by any Party to another Party that is not paid on the due date (“Delinquent Amount”) shall accrue interest at the rate of one and one quarter percent (1.25%) per month commencing upon the date such Delinquent Amount was due until paid. Any amount not paid under a good faith dispute as a “Disputed Amount” under the terms of Section 3, above, shall not be considered a “Delinquent Amount” under the terms of this Section; provided, however, any such amount shall accrue interest at the rate of .25% per month commencing upon the date such amount was due until paid, and may be the subject of an award granted by the Approved Arbitrator.

8.2. E
vents Constituting a Default.

8.2.1. Events of Default. A Party shall be in default hereunder if such Party (a) fails to perform a material obligation hereunder; (b) fails to pay an amount owed to another Party when due, and such amount remains unpaid thirty (30) days after the payment due date; or (c) becomes insolvent, makes an assignment for the benefit of creditors or files for bankruptcy (each an “Event of Default”). Any amount not paid under a good faith dispute as a “Disputed Amount” under the terms of Sections 3.3 and 3.4 , above, the ultimate payment of which remains subject to resolution by the Approved Arbitrator under the terms of Section 3.5, above, shall not be considered the basis for an “Event of Default” under the terms of this Section.

8.2.2. Opportunity to Cure. Notwithstanding the foregoing, it shall be a condition precedent to any Party’s right to exercise its remedies hereunder with respect to any Event of Default that such Party (i) first gives the alleged defaulting Party prompt written notice stating with specificity the nature of the alleged default and (ii) if such alleged default is susceptible of cure or remedy, a period of fifteen (15) days from and after the giving of such notice shall have elapsed without the alleged defaulting Party having effectively cured or remedied such alleged default, unless (i) such alleged default cannot be cured or remedied within fifteen (15) days, in which case the period for remedy or cure shall be extended for a reasonable time (not to exceed an additional thirty (30) days), provided the alleged defaulting Party has made and continues to make a diligent effort to cause such remedy or cure where applicable; or (ii) the alleged defaulting Party disagrees and disputes that it is in default in which case the procedures set forth in Section 8.3.2, below, may be invoked.

8.3. R
emedies; Dispute Resolution .

8.3.1. Remedies. In an Event of Default, the non-defaulting Party(ies) shall have the right to pursue the remedies of specific performance or the recovery of monetary damages pursuant to the Dispute Resolution terms provided in Section 8.3.2, below; provided, 4925-5899-3231.1

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however, no Party shall be entitled to indirect or consequential monetary damages, including any claim for lost profits. As noted in Section 8.2.1, above, disputes regarding the payment of any “Disputed Amount” under the terms of Section 3, above, shall be made by the Approved Arbitrator under the terms of Section 3.5, above. With respect to all other disputes, including over Events of Default, the determinations of whether or not any Party is entitled to the remedies provided in this Section shall be made pursuant to the process set forth in Section 8.3.2, below.

8.3.2. D
ispute Resolution.
(1) In General. Except for disputes relating to Disputed Amounts that are subject to Expedited Arbitration or Final Arbitration (as set forth in Section 3.5 above), any dispute arising out of or relating to this Agreement shall be determined by Arbitration in Santa Clara, California, by one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Any award rendered pursuant to the forgoing, which may include an award or decree of specific performance, shall be final and binding on, and non-appealable by, the Parties and judgment thereon may be entered, or enforcement thereof sought by either Party in a court of competent jurisdiction. Notwithstanding the foregoing, this Section does not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of competent jurisdiction.
(2) Qualifications of Arbitrator. E
very person selected to serve
as an arbitrator shall be and remain at all times neutral and wholly impartial, shall be experienced and knowledgeable in the substantive laws applicable to the subject matter of the dispute. All arbitrators shall, upon written request by either Party, provide the Parties with a statement that they can and shall decide any dispute referred to them impartially. No arbitrator shall currently be employed by any Party to this Agreement or any affiliated entity thereof, nor shall any arbitrator have any material financial interest in the dispute. (3) Applicable Law and California Arbitration Act. The agreement to arbitrate set forth here shall be enforceable in either federal or state court. The enforcement of such agreement and all procedural aspects thereof, including the construction and interpretation of this agreement to arbitrate, the scope of the arbitrable issues, allegations of waiver, delay or defenses as to arbitrability and the rules (except as otherwise expressly provided herein) governing the conduct of the arbitration, shall be governed by and construed pursuant to the California Arbitration Act (California Code of Civil Procedure Sections 1280, et seq.) ( as amended, the “California Arbitration Act”). In deciding the substance of any such dispute, the arbitrator shall apply the substantive laws of the State of California. The arbitrator shall have authority, power and right to award damages and provide for other remedies as are available at law or in equity in accordance with the laws of the State of California, except that the arbitrator shall have no authority to award incidental or punitive damages under any circumstances (whether they be exemplary damages, treble damages or any other penalty or punitive type of damages) regardless of whether such damages may be available under the laws of the State of California. The Parties hereby waive their right, if any, to recover punitive damages in connection with any arbitrated dispute.
(4) Consolidation. If the Parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and 4925-5899-3231.1

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which could result in conflicting awards or obligations, then the Parties hereby agree that all such proceedings may be consolidated into a single arbitral proceeding. (5) C onfidentiality . The Parties shall maintain the confidential nature of the arbitration proceeding and any award, including any arbitration hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.
(6) Jurisdiction/Venue. For any lawsuit to compel arbitration, enforce or modify an Arbitration Award, or to seek provisional remedies in aid of arbitration, from a court of competent jurisdiction, each of the Parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any California State court or federal court of the United States of America sitting in Santa Clara County, and any appellate court thereof. Each of the Parties hereto agrees that it may be served with legal process by mail in addition to any other means permitted by applicable law and that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.

Nothing in this Agreement shall affect any right that either Party may otherwise have to bring any action or proceeding relating to this Agreement in the courts of any jurisdiction. Each of the Parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement in any California State court or federal court of the United States of America sitting in Santa Clara County. Each of the Parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action or proceeding in any such court. (7)
Costs and Expenses. In the event any action or motion is filed to enforce any of the provisions of this Agreement, including without limitation, to enforce the terms herein, or to interpret any provision of this Agreement, the prevailing Party in any such action or motion shall be entitled to recovery of reasonable attorneys’ fees and costs incurred in connection with any such action or motion, the reasonableness of which shall be determined by the court and assessed as part of the costs therein.

9. Miscellaneous

9.1. Notices. All notices to the Parties shall, unless otherwise requested in writing, be sent to the addresses as follows:

Bay Area Host Committee
444 Castro Street, Suite 150
Mountain View, CA 94041
Attention:

Zaileen Janmohamed ([email protected])
Ruth Shikada ([email protected])
With a copy to:
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Robert A. Weikert ([email protected])
Sonia A. Nayak ([email protected])
Matthew Richards ([email protected])

City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Attention:

Chuck Baker, Assistant City Manager ([email protected]) Glen Googins, City Attorney ([email protected])

Santa Clara Stadium Authority
1500 Warburton Avenue
Santa Clara, CA 95050
Attention:

Chuck Baker, Assistant Executive Director ([email protected]) Glen Googins, Stadium Authority Attorney ([email protected])

StadCo
4949 Marie P DeBartolo Way
Santa Clara, CA 95054
Attention: Legal Affairs
Jihad Beauchman, EVP General Counsel ([email protected])

ManCo
4900 Marie P DeBartolo Way
Santa Clara, CA 95054
Attention: Legal Affairs
Jihad Beauchman, EVP General Counsel ([email protected])

9.2. A ssignment. This Agreement may not be assigned without prior written approval of all Parties, each acting in their sole discretion. Any purported assignment in violation of this Section is void.

9.3. Fees and Taxes. T
he City is not responsible for and will not waive any
transit occupancy, income, gross receipts, payroll, franchise, sales and use, admission, or amusement taxes that may be imposed on the NFL, its affiliates, the Teams, or the BAHC with respect to the Super Bowl events to be held in the City. City is not responsible to reimburse the NFL, its affiliates, the Teams, or the BAHC for any such taxes.

9.4. Waivers/Modifications. N
o term or provision of this Agreement may be
waived or modified unless such waiver or modification is in writing and signed by the Party against whom such waiver or modification is sought to be enforced, and the Parties hereto have provided any contractually notice of such waiver or modification.

9.5. Capitalized Terms. Capitalized terms not defined herein shall have the meaning as set forth in the Stadium Lease Agreement.
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9.6. C ounterparts. For the purpose for facilitating the execution of this Agreement as herein provided and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute and be one and the same instrument. Delivery of executed signature pages by facsimile transmission or by scanned pages sent by electronic mail shall constitute effective and binding execution and delivery thereof.

9.7. Integration Clause. This Agreement represents the entire agreement among the Parties. No other understanding, agreements, conversations, or otherwise, with any representative of any Party prior to execution of this Agreement shall affect or modify any of the terms or obligations of this Agreement. Any verbal agreement shall be considered unofficial information and is not binding upon any Party.

[
NEXT PAGE IS SIGNATURE PAGE]

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[SIGNATURE PAGE]

SUPER BOWL LX LEAGUE EVENT AGREEMENT
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized officers as of the date first above written.

BAHC:

BAY AREA HOST COMMITTEE
a California nonprofit mutual benefit corporation

By:________________________________
Name: Zaileen Janmohamed
Title: CEO

STADCO:

FORTY NINERS SC STADIUM COMPANY LLC,
a Delaware limited liability company
By:________________________________
Name:

Title:

MANCO:

FORTY NINERS MANAGEMENT COMPANY LLC,
a Delaware limited liability company
By:

Name:

Title:

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STADIUM AUTHORITY:

SANTA CLARA STADIUM AUTHORITY, a
California joint powers authority

By:________________________________
Name: Jovan D. Grogan
Title: Executive Director

CITY:

CITY OF SANTA CLARA, a chartered municipal
corporation
By:________________________________
Name: Jovan D. Grogan
Title: City Manager

APPROVED AS TO FORM

By: ____________________________
Glen R. Googins, City Attorney

By: ___________________________
Glen R. Googins, Authority Counsel

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EXHIBIT A
[Qualified Event Expense Definitions]
“Event Planning and Training Expenses” means, subject to the terms of this Agreement, actual and reasonable police, fire, public works, emergency operations and other City/Stadium Authority staff costs and out of pocket expenses incurred in connection with the planning, coordination, and preparations for the City/Stadium Authority’s provision of Super Bowl Services. Such expenses shall include, without limitation (1) City/Stadium Authority staff costs, billed at City-standard full cost recovery rates applicable to NFL Events, (2) actual and documented amounts paid to third parties, and (3) unreimbursed out of pocket costs, including off -site training costs, subject to the provisions of Section 3.3.5 hereof. Event Planning and Training Expenses activities shall include, without limitation (a) operational planning and training in focus areas including but not limited to:
counter-terrorism, public safety event staffing, site security, multi-agency coordination, explosive ordinance devices (EOD), tactical, traffic, parking, civil disturbances, crowd management, outside special events, escorts, transit, community safety, hazardous materials, emergency medical services, fire prevention, fire suppression, public health, emergency management, search and rescue, interoperability, cyber security, public information diss emination, credentialing, visiting public safety officials, criminal enterprise, crisis management, dignitaries, aviation, intelligence, human trafficking, critical infrastructure protection, and (b) such other activities or costs determined by City/Stadium Authority staff to be necessary to (i) support the preparation of the Super Bowl Services Master Plan, and its various components, including the SBLX Public Safety Plan contemplated by Section 2.2.2 of this Agreement, and (ii) assure City/Stadium Authority staff and strategic partner readiness to execute that plan.
“Actual Event Costs” means, subject to the terms of this Agreement, actual and reasonable police, fire, public works, emergency operations and other City/Stadium Authority staff costs and out of pocket expenses incurred in connection with the actual provision of Super Bowl Services in accordance with the final Super Bowl Services Master Plan and its component parts, including the SBLX Public Safety Plan prepared in accordance with the terms of Section 2.2.2 of this Agreement. Such expenses shall include, without limitation (1) City/Stadium Authority staff costs, billed at City-standard full cost recovery rates for NFL Events (currently, 1.5 times City-standard full cost recovery rates for police officers and under negotiation with fire personnel ), (2) actual and documented amounts paid to third parties for contracted services, and (3) unreimbursed out of pocket costs. Actual Event Expenses activities or costs shall include, without limitation (a) public safety and security personnel deployment in focus areas including but not limited to: operational command, counter-terrorism, law enforcement, interior and exterior operations, logistics, custody and jail operations, explosive ordnance disposal, tactical operations, traffic control, parking, civil disturbances, crowd management, escorts, transit safety, community safety, hazardous materials, emergency medical services, fire prevention, fire suppression, public health, emergency management, search and rescue, interoperability, cyber security, public information dissemination, credentialing, crisis management, unique security requirements for high- risk attendees, aviation, unmanned aerial systems, intelligence, human trafficking, multi -agency coordination, critical infrastructure protection, and (b) such other activities or costs deemed necessary by City/Stadium Authority to execute the final Super Bowl Services Master Plan, including the SBLX Public Safety Plan contemplated by Section 2.2.2 of this Agreement.
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EXHIBIT B

Preliminary Qualified Event Cost Estimate
NOTE: Still Under Development/Review.

Total Cost Estimate
Category Percent Amount
Planning 12% $753,469
Training 1% $43,507
Equipment 8% $478,921
Event Deployment 80% $5,027,015
Total $6,302,912

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EXHIBIT C

Reimbursement Request for [MONTH] [YEAR]

Pursuant to that certain League Event Agreement dated effective as of ___, 2025, City hereby request BAHC to reimbursement the Eligible Costs set forth below:

REQUEST DATE

REIMBURSEMENT

REQUEST AMOUNT
AMOUNT

PREVIOUSLY
FUNDED (1) BALANCE REMAINING(2)

ELIGIBLE COST CATEGORY
AMOUNT

REQUESTED NOTES

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Attached hereto is the backup, detail and support required per Section 3.3.1 of the Agreement. For staff time, back up detail shall include the following: (a) [name and] title of staff member; (b) date(s) work performed; and (c) hours worked (recorded in .25 of an hour/15 minute increments).

City:

By:_____________________________
Name:
__________________________
Title:
___________________________

(1) These amounts have been previously requested/invoiced by the City. (2) Balance remaining assumes all invoices have been approved by BAHC.

---
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-872 Agenda Date: 8/26/2025

REPORT TO COUNCIL

SUBJECT
Action on Approval of (1) Second Amendment to the City Attorney Employment Agreement, and (2) Resolution Approving and Adopting the Updated Salary Plan that includes the Classification of City Attorney

BACKGROUND
The City Attorney, Glen R. Googins, has been employed by the City of Santa Clara since March 1, 2023. The initial salary for this position (Section 3.1 of the Employment Agreement) was $345,000 per year. On December 3, 2024, the City Council approved Amendment No. 1 to the Employment Agreement that adjusted his annual base salary by 3.25% retractive to March 1, 2024, resulting in a new salary of $356,212.50. The cost-of-living adjustment was for a 12-month rating period.

For the 2024 rating period, a facilitator was retained to assist with the performance evaluation process. Upon completion of the performance evaluation, a sub-committee comprised of three Councilmembers was formed to review the compensation for the City Attorney. As part of this review process, the Human Resources Department provided a total compensation survey which included ten other agencies in the Bay Area; wage history information for the classification of City Attorney for the surveyed agencies, population size, number of budgeted positions, and organization structure in the City Attorney’s Office and for the agency’s surveyed; wage history information for the classification of City Attorney in the City of Santa Clara; year-over-year Consumer Price Index; and wage increases provided to classifications represented by the Unclassified Management bargaining unit. The sub-committee discussed the compensation with the City Council in Closed Session on July 15, 2025, and August 19, 2025.

Government Code section 20636(b)(1) and California Code of Regulations section 570.5 require that public salary schedules include specific information and be approved by the governing body whenever they are updated or revised.

DISCUSSION
Based upon City Council direction from Closed Session on August 19, 2025, the proposed Amendment No. 2 to the Employment Agreement provides for the following changes to the City Attorney compensation:
(1) a statement of the new salary level of $370,461.12 (reflecting 4% wage increase), retroactive to March 1, 2025;
(2) aligning healthcare benefits to the Unit 9 MOU effective January 1, 2025, and on an ongoing basis;
(3) deferred compensation benefits of $300/month consistent with the Unit 9 MOU, effective as of January 1, 2025;
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25-872 Agenda Date: 8/26/2025
(4) modifying the performance appraisal process, which includes an automatic salary increase of 2% or applicable most recent one-year CPI, whichever is less, if the performance appraisal process is not completed on or before May 31st.

Updated Salary Plan
Section 9 of the Personnel and Salary Resolution requires City Council approval of compensation plans for both classified and unclassified positions. California Code Regulations section 570.5 requires the adoption of updated publicly available salary schedules by the governing body.

The City Council previously approved unclassified salary plans with revisions to other classifications effective July 1, 2025 and August 3, 2025. The salary plan included with this item includes the new salary for the position of City Attorney and those changes/additions to other classifications that were previously approved by the City Council. The attached Resolution approves the updated salary plan for the classification of City Attorney.

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

FISCAL IMPACT
The City Attorney’s current base salary is $356,212.50. The updated base salary under proposed Amendment No. 2 of $370,461.12 will result in an annual increase of $14,248.50. The ongoing annual cost of the employer deferred compensation contribution of $300/monthly is $3,600. The annual cost of the healthcare enhancement is $4,745, which shall be credited to the Employee retroactive to January 1, 2025. If the corresponding lump sum retroactive payments are made during the August 31st pay period for wages and deferred compensation, the amount of such payment(s) will be $7,672.27 and $2,400 respectively.

Estimated total annual compensation is approximately $564,000. This includes base salary, benefits, social security, and all pension costs (normal and unfunded liability). Department savings are anticipated to be available to absorb the additional cost impact in FY 2025/26. Adjustments to factor in the higher base salary costs will be included during the budget cycle.

COORDINATION
This report has been coordinated with the Finance and Human Resources Departments.

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.

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25-872 Agenda Date: 8/26/2025

RECOMMENDATION

1. Approve modifications to the compensation package for the City Attorney, including (A) a cost- of-living salary adjustment for City Attorney of 4.0% retroactive to March 1, 2025, resulting in a new annual salary of $370,461.12, (B) employer contribution to the employee’s deferred compensation plan in the amount of $300/month retroactive to January 1, 2025, (C) increase to the employer contribution for healthcare to align with the Unit 9 MOU, and (D) modification of the performance appraisal process;

2. Approve, and authorize the Mayor to sign, Amendment No. 2. to the Employment Agreement with City Attorney Glen R. Googins;

3. Adopt a Resolution updating the Unclassified Salary Plan (effective March 1, 2025) approved August 26, 2025.

Reviewed by: Aracely Azevedo, Assistant City Manager
Approved by: Lisa M. Gillmor, Mayor

ATTACHMENTS

1. Employment Agreement between the City of Santa and Glen R. Googins

2. Amendment No. 1 to Employment Agreement between the City of Santa Clara and Glen R. Googins

3. Amendment No. 2 to Employment Agreement between the City of Santa Clara and Glen R. Googins

4. Resolution Approving and Adopting Updated Unclassified Salary Plan (effective March 1, 2025) approved August 26, 2025

5. Unclassified Salary Plan (effective March 1, 2025) approved August 26, 2025 City of Santa Clara Printed on 8/22/2025Page 3 of 3
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Employment Agreement Page 1 of 10
302407.10

EMPLOYMENT AGREEMENT

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND
GLEN R. GOOGINS

This EMPLOYMENT AGREEMENT is made by and between the City of Santa Clara, California, a chartered California municipal corporation ("City") and Glen R. Googins ("Employee") as of January 10, 2023.

RECITALS
This Agreement is entered into on the basis of the following facts, among others:

A. City, acting with the approval of its duly elected City Council, desires to appoint and employ Glen R. Googins as its City Attorney, including positions connected with the City’s related entities such as the Stadium Authority, subject to the terms and conditions set forth in this Agreement, the Government Code of the State of California, the Santa Clara City Code and the Charter of the City of Santa Clara (the "Charter").

B. The Charter provides, among other things, that the City Attorney shall be appointed by, and serve at the pleasure of the City Council.

C. Employee desires to be employed by the City as its City Attorney, subject to the terms and conditions set forth in this Agreement, the Government Code of the State of California, the Santa Clara City Code and the Charter.

D. City and Employee desire to establish specific terms and conditions relating to compensation, including salary and benefits, performance evaluations and related matters.

AGREEMENT PROVISIONS
BASED UPON THE FOREGOING, CITY AND EMPLOYEE AGREE AS FOLLOWS:

1. Employment. City Council appoints and employs Employee as City Attorney with the City of Santa Clara and Employee accepts the appointment and employment. Employee acknowledges and agrees that as City Attorney, Employee serves in an at-will capacity, serving at the pleasure of the City, with no expectation of continued employment, and with no right to pre-or-post-separation due process or appeal. Such appointment and employment shall be effective on March 1, 2023 and shall continue until such time as this Agreement is terminated in a manner specified herein.

2. Duties of the City Attorney. Employee shall perform the duties established for the City Attorney by the Charter, Santa Clara City Code, City Council and any applicable law, ordinance, resolution, rule or regulation including as reflected in the description of duties 













 






 
 








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for the City Attorney position, attached hereto as Exhibit E and hereby incorporated by reference.

2.1. Full Energy and Skill. Employee shall devote their full energy, skill, ability, and productive time to the performance of the “Duties of the City Attorney” referenced herein.

2.2. Conflict. Employee shall not engage in any employment, activity, consulting service, or other enterprise, for compensation or otherwise, which is actually or potentially in conflict with, inimical to, or which interferes with the performance of the “Duties of the City Attorney” described herein. Employee acknowledges that they are subject to the various conflict of interest requirements found in the California Government Code and other applicable state and local policies and regulations concerning conflicts of interest.

2.3. Code of Ethics and Values. Employee shall adhere to the City of Santa Clara’s Code of Ethics and Values, a copy of which is attached as Exhibit A and incorporated herein.

2.4. Permission Required For Outside Activities. Employee shall not engage in any employment, activity, consulting service, or other enterprise, for compensation or otherwise, without the express, written consent of the City Council.

(a) Professional Activities. During Employee’s appointment as City Attorney, they are expressly authorized to participate in professional activities, including but not limited to meetings, conferences and other events conducted or sponsored by any professional organizations related to their work responsibilities as City Attorney provided that their ability to perform the “Duties of the City Attorney” described herein is not compromised. Employee shall be paid regular salary and benefits while traveling to, attending, or participating in professional activities, and shall be entitled to expense advances in accordance with City policy applicable to other Council-appointed officers. Subject to annual appropriation and any limitations in the City travel policy attached hereto as Exhibit D (City Manager’s Directive 028 Travel Policy), Employee is entitled to reimbursement for the actual costs of the following expense categories that they incur as a result of the Professional Activities authorized in this section: membership fees, airfare, rental car (if necessary), conference fees and lodging, in accordance with the City’s policy.

To the extent this policy vests
authority to an employee’s supervisor, the City Manager or designee, such authority shall be exercised or retained by the Mayor or other council member designated by City Council.














 






 
 








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2.5. Employee shall inform and receive advance written permission by e-mail from the Mayor or other council member designated by the City Council in advance of absences of more than one day related to such Professional Activities.

3. Compensation. While performing the duties of City Attorney, Employee shall be compensated as provided in this section.

3.1. Salary. Employee shall receive an annual salary of Three Hundred Forty-Five Thousand Dollars ($345,000), less all authorized or appropriate deductions and withholdings, payable in pro-rata increments on regular City paydays, commencing on the first day of employment.

3.2. Adjustments. Following completion of the annual performance appraisal, as described in Section 4 below, the City Council shall meet with Employee for the express purpose of determining any appropriate salary adjustment. In determining any appropriate salary adjustment, the City Council shall take into account any cost of living adjustments, but the ultimate decision regarding the timing and the amount of any adjustment, including but not limited to cost of living, is within the sole discretion of the City Council.

3.3. Benefits and Allowances.
(b) Except as otherwise specified in this Agreement, Employee will be eligible for, and shall receive, the benefits provided in the following identified sections of the Miscellaneous Unclassified Employees Memorandum of Understanding (“MOU”) for Unit 9 as of March 1, 2023. To the extent these sections vest authority to a Unit 9 member’s supervisor, Department Head, City Manager or designee, such authority shall be exercised or retained by the Mayor or other council member designated by City Council.
i. Section 2 – California Public Employees’ Retirement
System
ii. Section 4 -- Holidays
iii. Section 6 – Vacation Accrual and Usage
iv. Section 7 – Health Insurance
v. Section 8 – Dental Insurance
vi. Section 9 – Vision Insurance
vii. Section 10 – Long Term Disability
viii. Section 11 – Life Insurance
ix. Section 12 – Automobile Allowance
x. Section 13 – Mobile Communication Device Allowance
xi. Section 16 – Sick Leave/Family Sick Leave/Personal
Leave














 






 
 








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xii. Section 17 – Bereavement Leave
xiii. Section 19 – Retiree Medical Reimbursement Benefit xiv. Section 24 – Industrial Injury/Continuation of Insurance Benefits While on Workers’ Compensation
xv. Section 25 – Management Leave Program
xvi. Section 26 – Flexible Spending Plan
(c) In the event a successor MOU includes a change to the benefits, the City Council shall, in its discretion, determine to the extent to which such changes are applicable to Employee.
(d) Entitlement to any and all benefits provided under this Subsection 3.3 shall cease immediately upon termination of employment, excluding health benefits provided as Severance pursuant to Subsection 6.2. (e) Employee shall not provide substantive advice concerning any terms in a successor Unit 9 MOU. To the extent the City requires legal advice regarding the same, the City will retain outside counsel for such advice. (f) A copy of the Miscellaneous Unclassified Employees Unit 9 MOU is attached as Exhibit B and the provisions enumerated in Subsection 3.3(a) are incorporated herein. The Side Letters executed between the City and Unit 9 regarding Amendment to the December 15, 2019 – December 30, 2024 Memorandum of Understanding (MOU) dated September 8, 2022 and Use of Compensatory Time Off (CTO) dated November 4, 2020 are not applicable to Employee.

3.4. Vacation. MOU Section 6 shall govern the terms and conditions related to Employee’s use of vacation during their tenure with the City, unless expressly stated otherwise in this Agreement. Section 6, subsection (E) of the MOU [Maximum Vacation Accrual Limit] is not applicable to Employee. (a) Employee shall be permitted and eligible to take vacation from their first day of employment with City, subject to written approval by email from the Mayor. This term expressly supersedes Section 6(A) of the MOU. (b) Effective the first day of employment, Employee will have a vacation bank of 120 hours.
(c) Employee shall accrue vacation at the rate specified in Section 6 of the Unit 9 MOU as of March 1, 2023 for employees with twenty-one (21) or more years of service, and shall be subject to a maximum accrual equal to that of employees with twenty-one (21) or more years of service. In the event a successor MOU includes a change to the specified accrual rate, the City Council shall, in its discretion, determine the extent to which such change applies to Employee.














 






 
 








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(d) Employee shall seek and obtain advanced approval from the Mayor or other council member designated by City Council for all vacation time.

3.5. Sick Leave. MOU Section 16 [Sick Leave/Family Sick Leave/Personal Leave] shall govern the terms and conditions related to Employee’s use of such leaves during their tenure with the City, unless expressly stated otherwise in this Agreement. Effective the first day of employment, Employee will have a sick- leave bank of 120 hours.

3.6. Management Leave. MOU Section 25 [Management Leave] shall govern the terms and conditions related to Employee’s use of management leave during their tenure with the City, unless expressly stated otherwise in this Agreement.

Employee shall not be entitled to management leave until their one-year anniversary date of employment, at which time they will be credited 120 hours in their management leave bank. This term expressly supersedes subsections (A) and (B) of Section 25 of the MOU.

3.7. Relocation Assistance. Employee shall receive relocation assistance in the form of a one-time cash payment of Fifteen Thousand Dollars ($15,000), less applicable deductions, from the City as reimbursement of certain expenses incurred by Employee in relocating to a location within reasonable commuting distance from City Hall in the City of Santa Clara. Such amount shall be due and payable by on or before March 1, 2023.

3.8. Professional Membership Dues. The City shall annually set aside an amount for Employee’s membership dues to the California State Bar, and the Santa Clara County Bar Association.

3.9. Past Practices. No past practices or benefits previously provided to the City Attorney position or past practices or benefits provided to any other City position shall be applicable unless specifically incorporated and approved in this agreement.

4. Performance Appraisal. The City Council will make its best efforts to undertake a performance appraisal of the Employee at least every twelve (12) months following the Employee’s original date of hire. The City Council maintains discretion to conduct performance appraisals more regularly if necessary.

5. Additional Expenses of Employment. The City shall pay the costs of any fidelity or other bonds required by law for Employee.

6. Termination, Resignation and Severance Pay. Employee understands and agrees that they have no constitutionally protected property or other interest in continued employment as City Attorney. Employee understands that notwithstanding any other applicable laws, resolutions, and policies, they have no right to pre-or post-disciplinary due process. Employee further understands and agrees that they work at the will and pleasure of the City Council and that they may be terminated at any time, with or without cause.

6.1. City and Employee acknowledge that an excellent City Council-Employee relationship is in the best interest of the City and accordingly each agrees to use 













 






 
 








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best efforts to foster timely and constructive City Council-Employee communications.

6.2. Termination of Employment and This Agreement: General Release/Severance.

Subject to the terms of California Government Code section 53260 et seq., in the event that the City Council terminates Employee’s employment as City Attorney for no reason or for any reason other than as set forth in Subsections 6.3 and 6.8 below and Employee signs, does not revoke, and delivers to the City Council a general and full release of all claims substantially in the form attached as Exhibit C (Severance and Release Agreement), which may be amended as required by law to effectuate a full and complete release, on or after Employee’s termination date but no later than the date set by the City Council at the time of termination in accordance with applicable law, City shall allow Employee to continue to receive their usual base salary through payroll and shall provide health benefits (medical, dental, and vision) continuing under the benefit plans in which Employee and their dependents are then enrolled for a period of months following the below schedule (the cash payment and continuing benefits, collectively "Severance").

Severance shall include only the cash payment and continuing benefits defined in this Subsection 6.2. Health benefits so provided shall not exceed the stated term and shall cease when the Employee finds other employment, whichever occurs first. City shall pay Severance under the following schedule:
(a) If Employee is terminated before August 31, 2023, City shall allow Employee to continue to receive their usual base salary through payroll for three (3) months and shall provide an equal number of months of health benefits (medical, dental, and vision).
(b) If Employee is terminated between September 1, 2023 and November 30, 2023, City shall allow Employee to continue to receive their usual base salary through payroll for six (6) months and shall provide an equal number of months of health benefits (medical, dental, and vision). (c) If Employee is terminated after December 1, 2023, City shall allow Employee to continue to receive their usual base salary through payroll for nine (9) months and shall provide an equal number of months of health benefits (medical, dental, and vision).

6.3. Notwithstanding Subsection 6.2 above, City shall not be obligated to pay, and shall not pay, any amounts or continue any benefits under the provisions of Subsection 6.2 if Employee is terminated because of:
(a) Conviction of or a plea of nolo contendere to a felony or a misdemeanor involving moral turpitude, dishonesty, breach of trust, or unethical conduct;
(b) Material willful misconduct, material or willful gross neglect, fraud, misappropriation, embezzlement, theft, or dishonesty;
(c) Willful or repeated failure, for reasons other than disability, to devote substantially all of Employee’s business time and effort to the City; 













 






 
 








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(d) Violation of the City's Code of Ethics and Values (Exhibit A) and/or the California Rules of Professional Conduct.

6.4. Abuse of Office or Position. If Employee is convicted of a crime involving an abuse of their office or position or moral turpitude, all of the following shall apply:
(a) If Employee is provided with paid administrative leave pending an investigation, Employee shall be required to fully reimburse City such amounts paid;
(b) If City pays for the criminal legal defense of Employee (which would be in its sole discretion, as it is generally not obligated to pay for criminal defense), Employee shall be required to fully reimburse City such amounts paid; and
(c) If this Agreement is terminated, any Severance related to the termination that Employee may receive from City shall be fully reimbursed to City or shall be void if not yet paid to Employee.

For purposes of this Section, abuse of office or position means either an abuse of public authority, including waste, fraud, misappropriation of funds, or other illegal fiscal practices, violation of the law under color of authority, or a crime against public justice.

6.5. City shall not be obligated to pay, and shall not pay, any amounts or continue any benefits under the provisions of Subsection 6.2 in the event Employee retires or voluntarily resigns in writing prior to termination without affirmative action by City to terminate, initiate termination proceedings or request Employee's resignation.

6.6. In the event Employee voluntarily and without an official request from the majority of the City Council retires or resigns their position, Employee shall provide written notice to City at least sixty (60) days in advance of the Employee's final date of employment unless the parties agree otherwise. Such resignation shall not be deemed a termination that triggers payment of Severance benefits described in Subsection 6.2. Employee shall be entitled only to earned but unpaid Base Salary, accrued but unpaid expenses required to be reimbursed, and any vacation accrued through the date of separation from employment. Employee shall not be entitled to any severance benefits in the event of voluntary separation from employment.

6.7. If, during the Term or any extended Term, Employee dies, Employee's estate shall receive outstanding wages and accrued vacation but shall not be entitled to any additional compensation or payment, including Severance.

6.8. Subject to the provisions of the Americans with Disabilities Act and the Fair Employment and Housing Act, in the event Employee is unable to perform the duties of City Attorney, because of sickness, accident, injury, or mental or physical incapacity for a period exceeding any provided sick leave pursuant to this Agreement or other legally mandated leave, City may terminate Employee's employment and this Agreement without penalty or Severance. 













 






 
 








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302407.10

7. Miscellaneous.

7.1. Indemnity. In accordance with and to the extent provided by the California Tort Claims Act (Government Code Sections 825, et seq.) and Government Code Sections 995-996.5, the City shall defend and indemnify Employee against and for all losses sustained by the Employee in direct consequence of the discharge of the Employee's duties on the City's behalf for the period of the Employee's employment. This section shall be equally applicable to each City related entity as though set forth in an indemnity agreement between the Employee and that legal entity. The City hereby guarantees the performance of this indemnity obligation by the City related entity and shall indemnify and hold the Employee harmless against any failure or refusal by the City related entity to perform its obligations under this Section. Further, if the City provides funds for legal criminal defense pursuant to this subsection and the terms of the Government Code, Employee shall reimburse the City for such legal criminal defense funds if Employee is convicted of a crime involving an abuse of office or position, as provided by Government Code Sections 53243-53243.4. This subsection shall survive termination of the Agreement.

7.2. Notices. Notices given under this Agreement shall be in writing and shall be either:
(a) served personally; or
(b) delivered by first class United States mail, certified, with postage prepaid and a return receipt requested; or
(c) sent by Federal Express, or some equivalent private mail delivery service.

Notices shall be deemed received at the earlier of actual receipt or three (3) days following deposit in the United States mail, postage prepaid. Notices shall be directed to the addresses shown below, provided that a party may change such party's address for notice by giving written notice to the other party in accordance with this subsection.

For City: Attention: Mayor
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050

For Employee: Glen Googins
1405 Old Janal Ranch Road
Chula Vista, CA, 91915

7.3. Recitals/Entire Agreement/Amendment. The foregoing Recitals are true and correct and are a part of this Agreement. This Agreement constitutes the entire understanding and agreement between the parties as to those matters contained in it, and supersedes any and all prior or contemporaneous agreements, 













 






 
 








Employment Agreement Page 9 of 10
302407.10
representations and understandings of the parties. This Agreement may be amended at any time by mutual agreement of the parties, but any such amendment must be in writing, dated and signed by the parties, approved by the City Council, and attached hereto.

7.4. Applicable Law and Venue. This Agreement shall be interpreted according to the laws of the State of California. Venue of any action regarding this Agreement shall be in the Santa Clara County Superior Court.

7.5. Severability. In the event any portion of this Agreement is declared void, such portion shall be severed from this Agreement and the remaining provisions shall remain in effect, unless the result of such severance would be to substantially alter this Agreement or the obligations of the parties, in which case this Agreement shall be immediately terminated.

7.6. Waiver. Any failure of a party to insist upon strict compliance with any term, undertaking or condition of this Agreement shall not be deemed to be a waiver of such term, undertaking or condition. To be effective, a waiver must be in writing, signed and dated by the parties.

7.7. Representation by Counsel. Employee and City acknowledge that they each did, or had the opportunity to, consult with legal counsel of their respective choices with respect to the matters that are the subject of this Agreement prior to executing it.

7.8. Section Headings. The headings on each of the sections and subsections of this Agreement are for the convenience of the parties only and do not limit or expand the contents or any such section or subsection.

The Parties acknowledge and accept the terms and conditions of this Employment Agreement as evidenced by the following signatures of their duly authorized representatives. It is the intent of the Parties that this Agreement shall become operative on the Effective Date first set forth above.















 






 
 








Employment Agreement Page 10 of 10
302407.10

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
___________________________
LISA M. GILLMOR
Mayor

BBBBBBBBBBBBBBBBBBBBBBBBBBB
GLEN R. GOOGINS
Employee
APPROVED AS TO FORM:
___________________________

JENICA MALDONADO
Renne Public Law Group
ATTEST:
__________________________
125$3,0(17(/
City Clerk
Attachments incorporated by reference:

Exhibit A - City of Santa Clara's Code of Ethics and Values Exhibit B - Miscellaneous Unclassified Employees Unit 9 Memorandum of Understanding Exhibit C - Severance and Release Agreement
Exhibit D - City Manager’s Directive 028 Travel Policy
Exhibit E – Description of Duties for City Attorney














 







 
 








~ DocuSigned by :
6 0~~

302407.10

EXHIBIT A
City of Santa Clara’s Code of Ethics and Values















 






 
 






















 






 
 








Attachment A
1001

PREAMBLE
City of Santa Clara, CA
Code of Ethics and Values
CMD NUMBER 67
The proper operation of democratic government requires that decision-makers be independent , impartial , and accountable to the people they serve. The City of Santa Clara has adopted this Code of Ethics and Values to promote and maintain the highest standards of personal and professional conduct in the City's government. All elected and appointed officials, City employees, volunteers, and others who participate in the city's government are required to subscribe to this Code, understand how it applies to their specific responsibilities , and practice its eight core values in their work. Because we seek public confidence in the City's services and public trust of its decision-makers , our decisions and our work must meet the most demanding ethical standards and demonstrate the highest levels of achievement in following this code.

1. As a Representative of the City of Santa Clara, I will be ethical.

In practice, this value looks like:
a.) I am trustworthy , acting with the utmost integrity and moral courage . b.) I am truthful, do what I say I will do, and am dependable. c.) I make impartial decisions , free of bribes , unlawful gifts, narrow political interests , and financial and other personal interests that impair my independence of judgment or action . d.) I am fair, distributing benefits and burdens according to consistent and equitable criteria. e.) I extend equal opportunities and due process to all parties in matters under consideration . If I engage in unilateral meetings and discussions, I do so without making voting decisions. f.) I show respect for persons , confidences , and information designated as "confidential. " g.) I use my title(s) only when conducting official City business , for information purposes , or as an indication of background and expertise, carefully considering whether I am exceeding or appearing to exceed my authority.

2. As a Representative of the City of Santa Clara, I will be professional.

In practice, this value looks like:
a.) I apply my knowledge and expertise to my assigned activities and to the interpersonal relationships that are part of my job in a consistent , confident , competent, and productive manner.
b.) I approach my job and work-related relationships with a positive attitude . c.) I keep my professional knowledge and skills current and growing.

3. As a Representative of the City of Santa Clara, I will be service-oriented.

In practice, this value looks like:
a.) I provide friendly , receptive , courteous service to everyone. b.) I am attuned to, and care about, the needs and issues of citizens , public officials , and city workers.














 






 
 








Attachment A CMD NUMBER 67
c.) In my interactions with constituents, I am interested , engaged , and responsive.

4. As a Representative of the City of Santa Clara, I will be fiscally responsible In practice, this value looks like:
a.) I make decisions after prudent consideration of their financial impact, taking into account the long-term financial needs of the City, especially its financial stability. b.) I demonstrate concern for the proper use of City assets (e.g., personnel, time, property , equipment , funds) and follow established procedures.
c.) I make good financial decisions that seek to preserve programs and services for City residents.

5. As a Representative of the City of Santa Clara, I will be organized.

In practice, this value looks like:
a.) I act in an efficient manner , making decisions and recommendations based upon research and facts, taking into consideration short and long term goals. b.) I follow through in a responsible way, keeping others informed, and responding in a timely fashion.
c.) I am respectful of established City processes and guidelines.

6. As a Representative of the City of Santa Clara, I will be communicative.

In practice, this value looks like:
a.) I convey the City's care for and commitment to its citizens. b.) I communicate in various ways that I am approachable , open-minded and willing to participate in dialog.
c.) I engage in effective two-way communication, by listening carefully, asking questions , and determining an appropriate response which adds value to conversations.

7. As a Representative of the City of Santa Clara, I will be collaborative.

In practice, this value looks like:
a.) I act in a cooperative manner with groups and other individuals , working together in a spirit of tolerance and understanding.
b.) I work towards consensus building and gain value from diverse opinions. c.) I accomplish the goals and responsibilities of my individual position , while respecting my role as a member of a team.
d.) I consider the broader regional and State-wide implications of the City's decisions and issues.

8. As a Representative of the City of Santa Clara, I will be progressive.

In practice, this value looks like:
a.) I exhibit a proactive, innovative approach to setting goals and conducting the City's business. b.) I display a style that maintains consistent standards, but is also sensitive to the need for compromise, "thinking outside the box," and improving existing paradigms when necessary. c.) I promote intelligent and thoughtful innovation in order to forward the City's policy agenda and City services.














 






 
 








Attachment A CMD NUMBER 67
Approved by City Council on April 4, 2000; modified by Council on August 21, 2001

302407.10

EXHIBIT B
Miscellaneous Unclassified Employees Unit 9
Memorandum of Understanding














 






 
 









MEMORANDUM OF

UNDERSTANDING
between

CITY OF SANTA CLARA
and

MISCELLANEOUS UNCLASSIFIED

MANAGEMENT EMPLOYEES
UNIT 9

DECEMBER 15, 2019 - DECEMBER 31, 2024














 






 
 









MEMORANDUM OF UNDERSTANDING
between

CITY OF SANTA CLARA
and
MISCELLANEOUS UNCLASSIFIED MANAGEMENT EMPLOYEES, UNIT #9 DECEMBER 15, 2019 - DECEMBER 31, 2024
Table of Contents

1. WAGE ADJUSTMENTS .......................................................................................... 4

2. CALIFORNIA PUBLIC EM PLOYEES' RETIREMENT SYSTEM .............................. 5

3. APPLICATION OF MOU TO REIMBURSED SERVICES ........................................ 5

4. HOLIDAYS .............................................................................................................. 5

5. JOB SECURITY ...................................................................................................... 6

6. VACATION ACCRUAL AND USAGE ....................................................................... 6

7. HEALTH INSURANCE ............................................................................................ 7

8. DENTAL INSURANCE .......................................................................................... 11

9. VISION INSURANCE ............................................................................................ 11

10. LONG TERM DISABILITY ..................................................................................... 12

11. LIFE INSURANCE ................................................................................................. 12

12. AUTOMOBILE ALLOWANCE ................................................................................ 12

13. MOBILE COMMUNICATION DEVICE ALLOWANCE ............................................ 13

14. MERIT PAY/SALARY ADJUSTMENT SYSTEM .................................................... 13

15. EMERGENCY PAID LEAVE PROGRAM ............................................................... 15

16. SICK LEAVE/FAMILY SICK LEAVE/PERSONAL LEAVE ...................................... 16

17. BEREAVEMENT LEAVE ....................................................................................... 17

18. VOLUNTARY EMPLOYEE BENEFICIARY ASSOCIATION (VEBA) ...................... 18

19. RETIREE MEDICAL REIMBURSEMENT BENEFIT .............................................. 18

20. EMPLOYEE ASSISTAN CE PROGRAM ................................................................ 18

21. CHANGES TO JOB DESCRIPTIONS ................................................................... 19

22. LIMITED/ALTERNATIVE DUTY ............................................................................ 19

23. REDUCED WORK WEEK VOLUNTAR Y TIME OFF (VTO) PROGRAM ............... 20

24. INDUSTRIAL INJURY/CONTINUATION OF INSURANCE BENEFITS WHILE ON WORKERS' COMPENSATION ............................................................................. 21

25. MANAGEMENT L EAVE PROGRAM ..................................................................... 21

26. FLEXIBLE SPENDING PLAN (INTERNAL REVENUE CODE SECTION 125) ...... 22

27. DOMESTIC PARTNERS ....................................................................................... 22

28. PAY PER IODS ...................................................................................................... 23

30. DECLARATION ..................................................................................................... 23

31. NEXT MEMORANDUM OF UNDERSTANDING .................................................... 23 APPENDIX A: MOBILE COMMUNICATION DEVICE PROGRAM ................................ 25

SIDE LETTER AGREEMENT - USE OF COMPENSATORY TIME OFF (CTO) 













 






 
 









MEMORANDUM OF UNDERSTANDING — UNIT #9 (2019-2024)
Alphabetical Table of Contents
APPENDIX A: MOBILE COMMUNICATION DEVICE PROGRAM ................................ 25 APPLICATION OF MOU TO REIMBURSED SERVICES ................................................ 5 AUTOMOBILE ALLOWANCE ....................................................................................... 12 BEREAVEMENT LEAVE .............................................................................................. 17 CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM ...................................... 5 CHANGES TO JOB DESCRIPTIONS ........................................................................... 19 DENTAL INSURANCE .................................................................................................. 11 DECLARATION ............................................................................................................ 23 DOMESTIC PARTNERS ............................................................................................... 22 EMERGENCY PAID LEAVE PROGRAM ...................................................................... 15 EMPLOYEE ASSISTANCE PROGRAM ........................................................................ 18 FLEXIBLE SPENDING PLAN (INTERNAL REVENUE CODE SECTION 125) .............. 22 HEALTH INSURANCE .................................................................................................... 7 HOLIDAYS ...................................................................................................................... 5

INDUSTRIAL INJURY/CONTINUATION OF INSURANCE BENEFITS WHILE ON WORKERS' COMPENSATION ..................................................................................... 21 JOB SECURITY .............................................................................................................. 6 LIFE INSURANCE ........................................................................................................ 12 LIMITED/ALTERNATIVE DUTY .................................................................................... 19 LONG TERM DISABILITY ............................................................................................. 12 MANAGEMENT LEAVE PROGRAM ............................................................................. 21 MERIT PAY/SALARY ADJUSTMENT SYSTEM ........................................................... 13 MOBILE COMMUNICATION DEVICE ALLOWANCE ................................................... 13 NEXT MEMORANDUM OF UNDERSTANDING ........................................................... 23 PAY PERIODS .............................................................................................................. 23 REDUCED WORK WEEK/VOLUNTARY TIME OFF (VTO) PROGRAM ....................... 20 RETIREE MEDICAL REIMBURSEMENT BENEFIT ...................................................... 18 SICK LEAVE/FAMILY SICK LEAVE/PERSONAL LEAVE ............................................. 16 VACATION ACCRUAL AND USAGE .............................................................................. 6 VISION INSURANCE .................................................................................................... 11 VOLUNTARY EMPLOYEE BENEFICIARY ASSOCIATION (VEBA) ............................. 18 WAGE ADJUSTMENTS .................................................................................................. 4















 






 
 









MEMORANDUM OF UNDERSTANDING
between

CITY OF SANTA CLARA
and
MISCELLANEOUS UNCLASSIFIED MANAGEMENT EMPLOYEES, UNIT #9 DECEMBER 15, 2019 - DECEMBER 31, 2024

In accordance with the provisions of Section 18 of the City of Santa Clara Resolution #2979, entitled "Employer-Employee Relations", this Memorandum of Understanding constitutes the results of discussions between designated representatives of the City Management Staff (City) and the Miscellaneous Unclassified Management Employees of the City of Santa Clara (Unit 9) on all matters within the scope of representation. The term of this Agreement shall be from December 15, 2019 through December 31, 2024.

1. WAGE ADJUSTMENTS

A. Effective December 15, 2019, all salary ranges for employees holding positions in classifications assigned to Unit 9 shall remain status quo.

B. Effective the first pay period of calendar year 2021, all salary ranges for employees holding positions in classifications assigned to Unit 9 shall remain status quo.

C. Effective the first pay period of calendar year 2022, all salary ranges for employees holding positions in classifications assigned to Unit 9 shall be increased by approximately 4.5%.

D. Effective the first pay period of calendar year 2023, all salary ranges for employees holding positions in classifications assigned to Unit 9 shall be increased by approximately 3.25%.

E. Effective the first pay period of calendar year 2024, all salary ranges for employees holding positions in classifications assigned to Unit 9 shall be increased by approximately 3.25%.

F. During the term of this Agreement, the parties agree that the MOU will reopen on the issue of wages if either of the following occurs:

1) The total annual calendar year General Fund Transient Occupancy Tax (or “TOT”) revenues remitted to the City and allocated to any of the calendar years covered by this Agreement Equal or surpass the City’s actual total TOT revenues from March 1, 2018 to February 28, 2019. After calendar year 2022, the TOT revenues remitted to the City shall be adjusted to normalize for any potential change in the TOT rate if passed by voters on the ballot for purposes of this section; OR

2) Forecasted General Fund deficits remain above $20 million ongoing, as reflected in updated or revised Ten-Year General Fund Forecasts released after July 1, 2021.















 






 
 









The City agrees to provide an update on the City’s TOT revenues to the Association upon the Association’s request. In the event either of the foregoing occur, either party may request to meet to discuss the subject of wages. Any changes will be by mutual agreement. The parties understand and agree that this will not be a meet and confer within the meaning of section 3505 of the MMBA and that neither party will have access to any impasse resolution procedure except as mutually agreed.

G. The parties agree to meet and confer over wages in the event the City reaches agreement on a new general wage increase to be effective during Calendar Year 2021 or 2022 with any other miscellaneous bargaining unit as part of an agreement on a successor Memorandum of Understanding (MOU). For purposes of this section, “general wage increase” means a wage increase applicable to all members of the bargaining unit (not a subset), but only if that agreement does not also include an agreement for an alternative cost saving measure (including but not limited to unpaid furlough days). Additionally, the parties agree that this section shall not apply to any general wage increases applicable to sworn public safety bargaining units or to miscellaneous bargaining units that are exclusively funded through sources other than the General Fund.

2. CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM
The City has contracted with CalPERS to provide employees with the 2.7% at age 55 formula with "highest single year" effective December 17, 2006 for "Classic" or "Legacy" employees as defined by CalPERS and the Public Employees' Pension Reform Act of 2013 (PEPRA) and the 2.0% at 62 with "highest three year average" for "New Members" as defined by CalPERS and PEPRA. Classic/Legacy employees shall continue to pay the employee contribution rate and New Members shall contribute 50% of the "normal cost" of their pension formula as required and defined by CalPERS and PEPRA. The employee's CalPERS retirement contribution will continue to be treated as tax deferred.

3. APPLICATION OF MOU TO REIMBURSED SERVICES
The terms of this Memorandum of Understanding shall not apply to Unclassified Management Employees when such employees are providing their services to another agency that is reimbursing the City of Santa Clara for salary and fringe benefits of such employees. Such arrangements shall be mutually agreed upon between the employee and the City.

4. HOLIDAYS
A. Employees shall be provided 13 annual paid holidays (computed on the eight hour per day pay rate). Any additional permanent holidays designated by the City Council will be afforded represented employees of Unit 9. Additional permanent holidays under this section shall be defined as a holiday on which City offices are closed.

B. Additionally, effective December 2020, the City shall provide 32 hours for four additional paid holidays between December 25
th and January 1st of
the following calendar year. If there are more than four working days between December 25
th and January 1st of the following calendar year,














 






 
 









the City shall designate which four working days shall be paid holidays under this paragraph. Employees whose jobs require them to work on these days would receive banked paid hours off instead (up to 8 hours per holiday), which hours may and must be used during the applicable MOU year with the approval of the applicable supervisor/manager.

5. JOB SECURITY

Represented members will be compensated at the rate of forty (40) hours salary per year of service to a maximum of six hundred and forty (640) hours should they be terminated from employment for reasons other than cause as defined under Section 6.4 of the Civil Service Rules and Regulations.

6. VACATION ACCRUAL AND USAGE

Represented employees will be entitled to use vacation as it is earned under the following conditions:

A. Vacation may not be taken during the first 6 months of regular employment.

B. Vacation will be earned on a bi-weekly basis (1/26 of the yearly accrual) provided that the employee is in a paid
status for at least 2/3 of the hours (53.4
hours) of that pay period.

C. Accrued vacation time will be paid off regardless of term of employment.

D. Annual and maximum vacation accrual rates, calculated to four decimal points for accuracy, are as follows:

COMPLETED

YEARS OF SERVICE
ANNUAL

ACCRUAL

MAXIMUM VACATION

ACCRUAL LIMIT
1 through 4 80 hours 480 hours
5 through 9 120 hours 480 hours
10 through 15 168 hours 480 hours
16 through 20 176 hours 480 hours
21 years + 192 hours 480 hours
E. Maximum Vacation Accrual Limit – Employees are limited to the maximum accrual of vacation as defined. The current vacation balance, the annual accrual and the current pay period usage are all shown on the employees' pay check stub and are the responsibility of the employee to track for compliance with this provision.

1) Effective December 27, 2020 (the first pay period of calendar year 2021), the Maximum Vacation Accrual Limit as described in Section

6.D above shall be temporarily suspended for two (2) years until the end of the last pay period of calendar year 2022. Employees may continue to accrue vacation above the Maximum Vacation Accrual 













 






 
 









Limit until December 24, 2022 (the end of the last pay period of calendar year 2022).

2) Effective December 25, 2022 (the first pay period of calendar year 2023), employees shall not be allowed to accrue vacation above the Maximum Vacation Accrual Limit.

3) Temporary Supplemental Vacation Accrual – Effective December 25, 2022 (the first pay period of calendar year 2023), employees holding positions in classifications assigned to Unit 9 shall be eligible for the Temporary Supplemental Vacation Accrual. The Temporary
Supplemental Vacation Accrual is a separate vacation balance subject to the following:

(a) Effective December 25, 2022, all unused accrued vacation hours above 400 hours as of December 24, 2022 (the last pay period of calendar year 2022) shall be placed in the
Temporary Supplemental Vacation Accrual balance.

(i) The following is only an example of the Temporary
Supplemental Vacation Accrual described above, and
any figures are for illustration purposes only and
assumes the employee does not use vacation.

Issue Hours
Vacation Balance as of December 24, 2022
(the last pay period of calendar year 2022)
500
Hours to be placed in
Temporary Supplemental Vacation Accrual
100
Vacation Balance as of December 25, 2022
(the first pay period of calendar year 2023)
400
Hours that can be accrued in
calendar year 2023
80 Hours that can be accrued above the
Maximum Vacation Accrual Limit of 480 hours
0 (b) The Temporary Supplemental Vacation Accrual balance may not be increased.

(c) Subject to supervisory approval, any Temporary Supplemental Vacation Accrual shall be available for use to the employee until the Temporary Supplemental Vacation Accrual balance has been exhausted.

(d) If an employee leaves or retires from City service, any unused Temporary Supplemental Vacation Accrual hours shall not be subject to the terms of Section 6.I below. Any accrued but unused Temporary Supplemental Vacation Accrual hours will be cashed out upon the employee’s retirement or other separation from City service. If permitted by the City’s deferred compensation plan and applicable law, the separating employee may elect to contribute all or a portion of their accrued but unused Temporary Supplemental Vacation Accrual hours to their deferred compensation account by 













 






 
 









submitting a written request no later than 30 days prior to their separation from City service.

(e) An employee must first use their Temporary Supplemental Vacation Accrual for any vacation leave taken until the Temporary Supplemental Vacation Accrual balance has been exhausted, subject to supervisory approval.

(f) An employee must use their Temporary Supplemental Vacation Accrual for any leave of absence until the Temporary
Supplemental Vacation Accrual balance has been exhausted subject to any requirement that sick leave be utilized first.

(g) An employee may not be on unpaid status until the Temporary Supplemental Vacation Accrual balance has been exhausted and must use their Temporary Supplemental Vacation Accrual until the Temporary Supplemental Vacation Accrual balance has been exhausted, with the exception of any formal disciplinary action pursuant to the City’s Civil Service Rules.

F. Vacation may be used in one-tenth (1/10th) hour increments.

G. Employees who begin work prior to July 1st or continue to be employed after the first calendar year of employment are required to use at least one-half of the vacation accrued during the prior calendar year during the current calendar year.

H. Subject to having a sufficient balance of accrued vacation available, an employee may, on a twice per year basis, request to be paid at his/her current hourly pay rate for a total combined maximum of 80 hours of accrued vacation.

I. In lieu of receiving a vacation-leave cash payout at retirement, the Miscellaneous Unclassified Management Employees may vote to roll accrued vacation leave hours (except for any hours in the Temporary Supplemental Vacation Accrual balance) into the employee's VEBA account, subject to Association compliance with Federal rules associated with employee contributions of vacation leave to their VEBA accounts.

7. HEALTH INSURANCE
A. For employees who enroll in a City offered health plan and whose benefits exceed the total of the City’s Health Flex Contribution, Additional Health Flex Contribution, and/or Regular Flex Contribution applicable to the employee and as described below, the balance of the benefits shall be paid by a salary deduction from the pay of the individual employee.

B. Health Flex Contribution
1) The City offers full-time employees a Health Flex Contribution to put toward the payment of a City offered health plan. The City shall modify the Health Flex Contribution each calendar year using the Rate of Pay Safe Harbor (based on the lowest base pay of any full- time position covered by this MOU) to ensure the City’s offered 













 






 
 









coverage is “affordable.” The City contributes the statutorily required minimum contribution under the Public Employees Medical and Hospital Care Act (PEMHCA) as determined by CalPERS in each calendar year. It is understood and agreed that the Health Flex Contribution described in this paragraph shall be equal to or exceed the City’s statutorily required minimum PEMHCA contribution.1 2) Employees may not receive all or any portion of the Health Flex Contribution as cash or any other taxable benefit, and must apply the Health Flex Contribution to City-offered health benefits. Employees who do not enroll in City-offered health benefits will not receive any of the Health Flex Contributions.

C. Additional Health Flex Contribution
1) Full-time employees who enroll in a City health plan for which the premium amount is more than $946.86/month shall receive an Additional Health Flex Contribution in the amounts described in this section.
2) Employees may not receive all or any portion of the Additional Health Flex Contribution as cash or any other taxable benefit, and must apply the Additional Health Flex Contribution to City-offered health benefits.

Employees who do not enroll in City-offered health benefits will not receive any of the Additional Health Flex Contributions. 3) Effective January 1, 2020, full-time employees who enroll in a City health plan for which the premium amount is more than
$946.86/month shall receive an Additional Health Flex
Contribution. The Additional Health Flex Contribution, when added to the Health Flex Contribution described in the prior section and the Regular Flex Contribution described herein, shall not exceed $200 per month over the Kaiser employee only premium amount for the applicable year.
2 4) Effective January 1, 2023, full-time employees:

(a) Who enroll in a City health plan for Employee Only coverage for which the premium amount is more than $946.86/month shall receive an Additional Health Flex Contribution to be put towards the premium amount. The City will provide an Additional Health Flex Contribution amount that, when added to the Health Flex Contribution described above and the Regular Flex Contribution described herein, shall not exceed $200 per month over the Kaiser employee only premium amount for the applicable year.

(b) Who enroll in a City health plan for Employee Plus One coverage or Employee Plus Family coverage for which the premium amount

1 As an example, for 2020, the PEMHCA minimum is approximately $139/month and the Health Flex Contribution is $139.00/month, which includes the PEMHCA minimum of $139/month.
2 As an example, for 2020, the Additional Health Flex Contribution is approximately $23.70/month to these individuals since $200 over the Kaiser employee only premium amount in 2020 is approximately $970.56/month.














 






 
 









is more than $946.86/month shall receive an Additional Health Flex Contribution to be put towards the premium amount. The Additional Health Flex Contribution, when added to the Health Flex Contribution described above and the Regular Flex
Contribution described herein, shall not exceed an amount equal to 100% of the Kaiser Employee Plus One rate for the applicable year.

D. Regular Flex Contribution
1) The City will provide full-time employees a Regular Flex Contribution equal to $946.86 less the Health Flex Contribution.
3 Employees may
use the Regular Flex Contribution to pay for health benefits offered under the City’s Section 125 plan or may opt to receive any or all of the Regular Flex Contribution as taxable cash. An employee will receive a Regular Flex Contribution whether or not he/she enrolls in City-offered health benefits and notwithstanding the provisions of Section 7.E. below.
2) Employees hired or rehired on or after January 1, 2023, who choose not to enroll in a City health plan are not eligible for a Regular Flex Contribution.

E. Cash In Lieu
1) Full-time employees hired before January 1, 2023, who choose not to enroll in a City health plan for a plan year, and meet the requirements set forth below shall receive a Cash in Lieu amount per month for that plan year equal to $946.86 minus the Regular Flex Contribution as calculated each calendar year.
4 A full-time employee hired before
January 1, 2023, who enrolls in coverage for a plan year, shall be treated in accordance with Sections 7.A-D and will not receive Cash in Lieu for that plan year.
2) Full-time employees hired or rehired on or after January 1, 2023, who choose not to enroll in a City health plan for a plan year, and meet the requirements set forth below, shall receive a Cash in Lieu amount for that plan year equal to $250/month. A full-time employee hired on or after January 1, 2023, who enrolls in coverage for a plan year, shall be treated in accordance with Sections 7.A-D and will not receive Cash in Lieu for that plan year.
3) In order to receive Cash in Lieu of health coverage, an employee must sign a form attesting that the employee and the employee’s Tax Family have the Alternative Required Coverage for the Opt Out Period.
(a) Tax Family means all individuals for whom the employee intends to claim a personal exemption deduction for the taxable year or

3 As an example, for 2020, the Regular Flex Contribution for employees who are regularly scheduled to work 40 hours per week is approximately $807.86/month. 4 As an example, for 2020, the Cash in Lieu amount is approximately $139.00/month for employees who are regularly scheduled to work 40 hours per week. 













 






 
 









years that begin or end in or with the City’s plan year to which the opt out applies.
(b) Alternative Required Coverage required means minimum essential coverage through another source (other than coverage in the individual market, whether or not obtained through Covered California).
(c) Opt Out Period means the plan year to which the opt out arrangement applies.
(d) An employee must provide the attestation every plan year at open enrollment or within 30 days after the start of the plan year for each plan year the employee would like to receive Cash in Lieu. (e) The Cash in Lieu payment cannot be made and the City will not in fact make payment if the City knows or has reason to know that the employee or a Tax Family member does not have such
alternative coverage, or if the conditions in this paragraph are not otherwise satisfied.
(f) An employee who opts out of City-offered health benefits, but cannot provide the attestation, will not receive the Cash in Lieu contribution described in this subsection.

F. Flexible Spending Account (IRS Section 125 Plan)
The City has established a Flexible Spending Account benefit (IRS Section 125 Plan) for employees, which provides accounts in which employees may contribute pre-tax dollars for dependent care and un-reimbursed medical expenses. This Plan will follow the regulations outlined by the Internal Revenue Service. Detailed information will be available in the Summary Plan Document.

This Plan is voluntary and participating employees will make pre-tax salary reduction elections to fund the plan.

G. Proration of Benefits:

For employees who may be eligible for benefits but work less than 40 hours per week, benefits shall be prorated based on the employee’s full-time equivalent (FTE) level.

8. DENTAL INSURANCE
The City will pay toward dental insurance premiums an amount equal to the lowest cost employee only premium amount among the dental plans offered by the City. All employees are required to enroll in a dental plan.

9. VISION INSURANCE
For persons enrolled in the City's VSP vision plan, the City will pay toward vision insurance premiums an amount equal to the lowest cost employee only vision premium. Participation is voluntary. Employees that do not choose to enroll in a vision plan are not entitled to the benefit of City contributions to vision premiums 













 






 
 









described in this paragraph.

10. LONG TERM DISABILITY
The City will continue to pay the cost of a long term disability insurance program. The LTD plan will have a maximum 60 day waiting period and the maximum monthly benefit will include those offsets required by law such as, but not limited to, SDI, retirement, reduced work schedule, worker's compensation, social security, and Railroad retirement.

11. LIFE INSURANCE
The City will pay the required premium for life insurance for represented employees in the amount of $50,000.

12. AUTOMOBILE ALLOWANCE
As an alternative to IRS mileage reimbursement or use of a City vehicle, an automobile allowance program will be available to represented employees as follows:

A. Department Heads including Assistant City Manager, Deputy City Manager and Deputy Director Redevelopment Agency/Sports & Open Space Authority (Executive Management) shall be entitled to a base monthly automobile allowance of $320 for use of their personal vehicles to conduct City business. Executive Management employees may be eligible to receive an additional amount up to a maximum of $200 per month based on required driving while conducting City business, at the discretion of the City Manager or his/her designee.

B. Assistant Department Heads and Division Managers shall be entitled to a base monthly automobile allowance of $200 for use of their personal vehicles to conduct City business. Assistant Department Heads and Division Managers may be eligible to receive an additional amount up to a maximum of $300 per month based on required driving while conducting City business, at the discretion of the City Manager or his/her designee.

C. Effective December 27, 2020 (the first pay period of calendar year 2021), the base monthly automobile allowance shall be paid on the first 2 pay periods of every month.

D. Upon request of the employee, prior to the beginning of each fiscal year, the City Manager or his/her designee will determine whether or not it is appropriate for a manager to receive an amount above the base monthly allowance. The determination will be made based on the requirements for use of the personal vehicles for City business and may require detailed driving information in order to grant an amount above the base monthly amount. This rate adjustment will become effective at the beginning of each fiscal year and will remain in effect for the full year unless there are unique circumstances requiring a modification.

E. Prior to the granting of this allowance, all insurance, driver's license, and vehicle registration as required under the State of California Vehicle Code, will be provided by the represented employee, and must be valid and in force at all times employees are operating their personal vehicles on City 













 






 
 









business.

F. Employees receiving the automobile allowance are responsible for all gasoline and maintenance costs. Employees shall also maintain their personal vehicles in a clean and presentable condition while conducting City business.

G. A represented employee, who is currently assigned a City vehicle, may choose to continue using that assigned City vehicle in lieu of the automobile allowance.

H. The City reserves the right to substitute an assigned City vehicle in lieu of this automobile allowance for a represented employee if it is deemed to be in the City's best interest to provide a City vehicle to conduct City business.

I. A represented employee who is currently reimbursed for use of a personal vehicle in accordance with the IRS mileage reimbursement rate, may continue to utilize direct mileage reimbursement, in lieu of participation in this automobile allowance program.

13. MOBILE COMMUNICATION DEVICE ALLOWANCE
Mobile communication device allowance of $80.00 per month for eligible classifications.

14. MERIT PAY/SALARY ADJUSTMENT SYSTEM
Merit pay adjustments, or merit increases, as provided for in the Personnel and Salary Resolution are, and will continue to be available during the term of this MOU when and if approved by the applicable Department Head and the City Manager, subject to Section 14.G below. The Merit Pay Adjustment system shall include the following elements:

A. Each Unit 9 employee shall receive an annual evaluation.

B. Annual consideration of merit pay adjustments, subject to Section 14.G below, with an affirmative decision by the applicable Department Head shall be required each year following the annual evaluation.

C. Merit pay adjustments shall range from 0 to 5%. However, in 2016 and 2017 only, employee is guaranteed at least 2% and, with Department Head approval, up to 5%, subject to Section 14.G below.

D. In 2016, employees are eligible for a merit pay adjustment based on an evaluation prepared by February 2, 2016, which date will be their merit pay anniversary each year going forward.
1) Notwithstanding D. above, for employees that have been employed a full year as of February 2, 2016, they will be eligible on their actual anniversary date, which shall also be their merit pay anniversary date thereafter.
2) Notwithstanding D. above, for employees that receive a merit increase between January 1, 2015 and February 2, 2016, the date of their last merit increase shall be their new merit pay anniversary date. 













 






 
 









3) If a Department Head has not completed an evaluation in time for a merit adjustment by an employee's anniversary date (February 2, 2016 for most employees), the applicable merit pay adjustment once determined shall be made retroactive to the first full pay period following the anniversary date (and to February 2, 2016 in 2016 for those persons whose anniversary date is February 2, 2016).

E. subject to Section 14.G below , the City shall not suspend or freeze consideration of merit pay adjustments for Unit 9 employees unless step increases are suspended or frozen for all bargaining units that utilize a step system.

F. The City and Unit 9 may, by mutually agreement, meet to discuss potential changes to the merit pay system and/or movement toward a step pay system more like other bargaining units.

G. Effective January 1, 2021, employees holding positions in classifications assigned to Unit 9 shall be ineligible for a merit increase for the next two (2) consecutive rating periods. This means that an employee in Unit 9 shall not be eligible for a merit increase until the third rating period after January 1, 2021, and after the employee has skipped two (2) consecutive rating periods where they did not receive a merit increase. Employees with a rating period that ends before January 1, 2021, will be eligible for a merit increase for that rating period pursuant to the Personnel and Salary Resolution, even if such merit increase (if any) is not approved until after January 1, 2021.

1) Employees hired or rehired or promoted or reclassified on or after January 1, 2021, and until on or before December 31, 2022, into positions in classifications assigned to Unit 9 shall be ineligible for a merit increase for the first two (2) consecutive rating periods. This means that an employee hired or rehired or promoted between January 1, 2021, and December 31, 2022, will not be eligible for a merit increase until the employee’s third rating period with the City after the employee was hired or rehired or promoted or reclassified into positions in classifications assigned to Unit 9.

(a) A current active City employee promoted or reclassified from another bargaining unit into a position in a classification assigned to Unit 9 between January 1, 2021, and December 31, 2022, shall be ineligible for a merit increase until the employee’s third rating period from the effective date of the promotion or reclassification.

(b) A current active City employee holding a position in a classification assigned to Unit 9 as of the effective date of this agreement who is promoted or reclassified into or accepts another position in Unit 9 between January 1, 2021, and December 31, 2022, shall be ineligible for a merit increase unless the employee has skipped two (2) consecutive rating periods where they did not receive a merit increase since January 1, 2021.

(c) Nothing in this Section is intended to prohibit a pay increase that may result from a current active City employee being promoted or reclassified into a position in a classification assigned to Unit 9. 













 






 
 









15. EMERGENCY PAID LEAVE PROGRAM
A. Administration
Administration of this program shall be provided by a three (3) member Emergency Paid Leave Board (Board), consisting of two (2) members of the Unit 9 Board and the City Director of Human Resources (or designee).

Determination of eligibility to use the vacation established in this Emergency Paid Leave pool will be by majority vote of this board. An adverse decision of this board may be appealed to the Unit 9 Board of Directors and their determination shall be final.

B. Method of Donation
1) Contribution of vacation will be computed at the employee's base hourly rate of pay (excluding premium or specialty pay). 2) Contribution may be made from earned vacation, or cash only.

Conversion of Sick Leave to Vacation for purposes of donation to this pool will be immediately credited to the pool.
3) In a case where it has become known that an employee has been seriously injured or has a life-threatening illness and is in need of assistance from the Emergency Paid Leave Pool, contributions from accrued Sick Leave, computed at the contributing employee's base hourly rate of pay (excluding premium or specialty pay) may be made for the benefit of that specific employee who has the need. 4) Employee may authorize the City to automatically convert vacation that should be accrued to the employee to the pool when the employee's vacation accrual has reached the maximum allowed.
5) Funds contributed to the Emergency Paid Leave Pool will be placed in an interest bearing Trust Fund. The Trust Fund will be accumulated in total dollars. No record of number of hours contributed to the Pool will be maintained. An employee making a donation to the Pool will not have a vested right to the amount donated.
6) Employees, appointed Council officers, and the elected City Clerk may contribute earned vacation, or cash to the Emergency Paid Leave Pools of other City bargaining groups.

C. Use of Pool
1) Employee must have a verified emergency need for time off to request Emergency Paid Leave from the pool. An employee's initial request to use leave from the Emergency Paid Leave Pool shall be made to the City's Director of Human Resources (or designee). The Director of Human Resources (or designee) shall make an initial determination regarding whether the employee's request to use Emergency Paid Leave is for a verified medical emergency. The Director of Human Resources (or designee) shall notify the rest of the Board of the name of the 













 






 
 









individual making the request, the date of the request and whether or not the individual's request qualified as a verified medical emergency need under this section. Medical emergencies for the employee or dependent shall be verified by a doctor's certification and shall include the anticipated duration of the medical emergency. Non-medical emergencies shall be verified by certification acceptable to the Board and shall include the anticipated duration of the emergency. 2) Employee must have exhausted appropriate paid leave (sick leave including eligible conversion to vacation or vacation) prior to becoming eligible to request emergency paid leave benefits from the pool. 3) The maximum time available from the pool (subject to the assets of the pool) will be 320 hours (four [4] pay periods) for Emergency Paid L eave
benefits due to the illness or injury of the employee or the maximum allowable accrual of vacation for emergency needs of the family of the employee.

4) Emergency Paid Leave will be deducted from the pool based upon the employee's base hourly rate of pay (excluding premium or specialty pay). 5) Emergency Paid Leave hours will be made available for use in the pay period following approval by the Miscellaneous Unclassified Management Employees' Emergency Paid Leave Board.
6) Use of Emergency Paid Leave from the pool will be treated in the same manner as use of regular vacation. The employee will continue to accrue sick leave, vacation, insurance coverage and other benefits in the same manner as he/she would if using regularly credited vacation. 7) Emergency Paid Leave, which has been credited to the employee and has not been used when the emergency has terminated will be reinstated to the pool. Vacation, sick leave and other benefits, which have accrued to the employee, will remain in the employee's account.

16. SICK LEAVE/FAMILY SICK LEAVE/PERSONAL LEAVE
A. Sick Leave
1) Employees shall accrue ninety-six (96) hours of sick leave per year of regular City employment. Sick leave shall accrue in equal amounts each pay period. Employees shall not accrue sick leave while they are on unpaid status
.
2) Use of sick leave will be under the same terms and conditions as are now in place. Vacation, and Management Leave may be used to supplement sick leave with Department Head approval, as permitted and set forth in CMD 30.

B. Family Sick Leave
1)
Not more than forty-eight (48) hours of sick leave within one calendar year shall be granted to any employee for the care or attendance upon members of his/her immediate family, unless the use of additional leave is 













 






 
 









approved by the City Manager or designee. "Immediate family" is defined as spouse, parent, child, sibling, grandparent, grandchild, aunt, uncle, niece, nephew, first cousin, parent by marriage, step-parent, step-child, grandparent by marriage, son-in-law, daughter-in-law, sibling by marriage, foster parent, domestic partner, anyone residing with employee, or anyone dependent on the employee for care.

C. Personal Leave
1) Each calendar year, an employee is entitled to use thirty-two (32) hours of accrued sick leave as Personal Leave, provided he/she has sufficient sick leave balance available.
2) Personal leave is intended to provide the employee with paid time off to attend to legitimate personal business that may arise from time to time during the year. Personal Leave may be used to supplement sick leave as required.
3) The employee has an obligation to provide as much notice as possible so as to allow for proper scheduling by the department.
4) Providing that the minimal requirements of proper notification have been met, the use of Personal Leave should not be denied.
5) The adoption of this program does not modify the existing ability of the employee to exchange up to 96 hours of accrued sick leave for up to 48 hours of vacation, based upon two (2) hours of sick leave for one (1) hour of vacation as provided and defined in the Personnel and Salary Resolution.

17. BEREAVEMENT LEAVE
A. The City will provide employees with a paid bereavement leave benefit to attend to the customary obligations arising from the death of a member of an employee's immediate family, as defined in this Section. Employees are eligible to receive up to forty (40) hours of bereavement leave in the event of' the death of a parent, child, or sibling of the employee, employee's spouse or employee's domestic partner (including, in each case, step, adoptive and in- law), spouse or domestic partner; up to three (3) work days (regardless of shift assigned) of bereavement leave in the event of the death of a grandparent, grandchild, aunt or uncle of the employee, employee's spouse or employee's domestic partner (including, in each case, step, adoptive and in-law); and up to one (1) work day (regardless of shift assigned) of bereavement leave in the event of the death of a great-grandparent, great- grandchild, great-aunt, great uncle, niece, nephew, or first cousin of the employee, employee's spouse or employee's domestic partner (including, in each case, step, adoptive and in-law).

B. The bereavement leave benefit is based on each death occurrence and is not charged to the Salary Adjustment Form.

C. Up to five (5) work days of additional bereavement leave may be charged to an employee's sick leave balance with City Manager approval. 













 






 
 









D. At the request of the City, the employee will provide verification.

18. VOLUNTARY EMPLOYEE BENEFICIARY ASSOCIATION (VEBA)
A. The City established a Voluntary Employee Beneficiary Association (VEBA) trust under Internal Revenue Code Section 501(c)(9) for the purpose of providing a defined contribution post-retirement medical benefit for employees. The City contributes $50 per month per represented employee.

Per the City's contract with VEBA, VEBA's consulting fee will be deducted from plan participant's accounts. These contributions shall be included on total compensation surveys. Specific information regarding the Plan is referenced in the Plan Document.

B. VEBA is a tax-exempt trust account formed under Internal Revenue Code Section 501(c)(9) designed to accumulate assets to fund the future payment of qualified unreimbursed medical expenses (including specified insurance premiums). At retirement, participants may withdraw the accumulated plan benefits to pay for unreimbursed health insurance premiums, qualified long- term care insurance premiums, and other qualified unreimbursed medical expenses and will not be taxed under current state and federal law.

Withdrawals cannot be made for nonmedical purposes.

19. RETIREE MEDICAL REIMBURSEMENT BENEFIT
A. The Retiree Medical Reimbursement Benefit shall provide each employee who retires from the City with at least ten (10) years of regular City service with a reimbursement for unreimbursed single retiree health insurance premium beginning with the second full month after retirement from City service and ending with the last full month before the retiree's sixty-fifth (65th) birthday. Starting in the month in which the retiree turns age sixty-five (65), the reimbursement will be for unreimbursed Medicare single retiree supplemental health insurance premium. For premiums paid in calendar year 2017 that will be reimbursed in 2018, the City will reimburse an amount up to $343 per month, including the PEMHCA minimum, for unreimbursed single retiree health insurance premium or up to $205 per month, including the PEMHCA minimum, for unreimbursed Medicare single retiree supplemental health insurance premium. The amount of the City reimbursement will be adjusted thereafter once each year by the percentage change from October to October in the San Francisco-Oakland-San Jose urban wage earners and clerical workers (W) consumer price index from the prior year, but in no event will be increased more than 3.5%.

B. Beginning in 2004, the City will pre-fund this benefit with an amount to be determined by an actuary.

C. Each retiree will be required to submit proof of health insurance coverage to the City each year. The City will pay the reimbursement in a lump sum payment each year.

20. EMPLOYEE ASSISTANCE PROGRAM
The City will provide a confidential Employee Assistance Program for represented employees.














 






 
 









21. CHANGES TO JOB DESCRIPTIONS
Should the City propose a change of the job description, or should the City propose a new job classification and job description, of any job classification represented herein, the City Manager or designee will provide a copy of that proposed job description to Unit 9 for its review and comment back at least ten (10) work days before it is scheduled to be presented to the City Council for adoption. If the proposed compensation control point of a new classification has been established, the City Manager will also provide that proposed compensation control point to Unit 9 for its comment. For a revision of an existing job description, Unit 9 may include a request that the City Manager review the existing compensation control point for the job classification if there has been a significant change in the duties, responsibilities, or safety hazards of the job classification. The City Manager will give consideration to Unit 9 comments, but the final decision on the job description and compensation control point that is submitted to the City Council for adoption will be made by the City Manager.

22. LIMITED/ALTERNATIVE DUTY
A. Alternate Work Schedule (Nine-Eighty Schedule)
A Miscellaneous Unclassified Management employee shall be eligible to work a 9/80 alternate work schedule according to the conditions, criteria, and requirements set forth in City Manager's Directive 71. Requests to work a 9/80 schedule shall be made through or by the Department Head to the City Manager. The City Manager must approve the schedule and the City Manager or Department Head (for employees other than Department Heads) may terminate the schedule at any time.

B. Job Related Illness or Injury
Employees with a job related illness or injury, covered by Workers' Compensation, which prohibits performance of their regular duties, will be reassigned to limited or alternative duty under the following conditions:
1) Supervisors shall be advised of any industrial injury/illness as soon as practical.
2) Upon receipt of a Doctor's report providing work limitations, the City may identify a regular or modified assignment for which the employee has the required experience and training. Such assignment may be on a 40 hour per week or less basis, if mutually agreed between the City and the employee.
3) If the City is unable to identify a limited or alternative duty assignment for which the employee has the required experience and training, the employee will be reassigned to a Monday through Friday work schedule to accommodate required medical or other workers' compensation commitments.

C. Non Job Related Illness, Injury or Condition
Employees who have a non-job related illness, injury or condition which 













 






 
 









prohibits performance of the employee's regular duties, may request assignment to limited or alternative duty. Nothing in these provisions is intended to imply that an employee has a right to a limited/alternative duty assignment, unless expressly provided by law. Such request will be accommodated, unless no appropriate limited or alternative duty assignment is available, under the following conditions:
1) Identification by the City of a regular or modified assignment for which the employee has the essential experience and training. Such assignment may be on a 40 hour per week or less basis, if mutually agreed between the City and the employee.
2) Submission of a written release from employee's doctor, subject to review by the City doctor, which allows the employee to perform all of the duties of the contemplated assignment.
3) Employee may account for regular work schedule through a combination of limited or alternative duty hours and sick leave or other paid leave sufficient to maintain eligibility for regular accrual of benefits.

D. Work Week
Under both limited or alternative duty assignments employees will be required to work their regularly scheduled number of hours (normally forty (40) hours) per week, unless such assignment is modified by mutual agreement between the City and the employee. It is recognized that performance of limited or alternative duty assignments will not be permitted to interfere with any medically related treatment designed to assist the employee to return to full, unrestricted duty in the earliest possible time frame.

E. Temporary Assignment
All such assignments, and their duration, are temporary assignments and are subject to periodic sixty (60) day review of the employee's continued need for limited or alternative duty, the employee's continued ability to perform the
limited or alternative duty and the department's ability to continue the employee in the assignment. All temporary assignments shall be at the employee's regular rate of pay.

F. Law to Prevail
In the event the Americans With Disabilities Act requires modification of the provisions of this section, it is agreed that the law will prevail.

23. REDUCED WORK WEEK VOLUNTARY TIME OFF (VTO) PROGRAM
A. Employee Participation
Employee participation in this plan is with the City's understanding and agreement that employee participation is temporary and participation is not to be construed as a representation of employee commitment to a permanent program or an admission of any kind that the employee would not be harmed by such a plan becoming mandatory.














 






 
 









B. Reduced Work Week/Reduced Pay
Employees may request a reduced work week schedule (32 hours per week instead of 40 hours per week, for example) at the same hourly rate of pay, subject to the following conditions:
1) With the approval of the Department Head and the City Manager, a binding work schedule as requested by the employee will be developed that may be modified only with the approval of both the City and the employee.
2) More than a 20% reduction of the work week in a pay period will result in proportionate reduction of accrual of sick leave and vacation.

24. INDUSTRIAL INJURY/CONTINUATION OF INSURANCE BENEFITS WHILE ON

WORKERS' COMPENSATION
Workers authorized by the City's Workers' Compensation Administrator to undergo therapy or treatment due to an industrial injury, who are required to leave work, shall receive leave with pay, including reasonable travel time, providing the treatment falls within the normal working hours, is pre-scheduled and cannot be scheduled during non-work hours.

The City will continue payment toward health, dental and life insurance coverage for the employee and dependents up to the maximum amount allocated under total compensation for an employee who is disabled from work because of a work related injury if the employee is no longer in a paid status sufficient to continue the coverage afforded under the terms of the program, subject to the following conditions:

A. The employee may not increase the existing coverage after the date of injury except to add children born within nine months of the injury.

B. Continuation toward payment of employee and dependent health/dental/life insurance coverage up to the maximum allocated under Total Compensation is limited to one (1) year from the date of injury. Continuation toward payment of employee health/dental/life insurance coverage up to the maximum allocated under Total Compensation may be extended if the employee continues to be on temporary disability status for a Workers' Compensation injury.

C. The employee has supplemented his/her workers' compensation benefit with sick leave, vacation, management leave or other paid leave sufficient to qualify for payment of the health/dental/life insurance premium and is no longer entitled to any salary from the City.

25. MANAGEMENT LEAVE PROGRAM
The Management Leave Program is as follows:

A. Effective January 1 of each year, represented employees will be credited with 120 hours of Management Leave per calendar year.

B. New hires or employees promoted into Unit 9 between January 1 and June 30 will be credited with 120 hours of Management Leave. New hires or 













 






 
 









employees promoted into Unit 9 between July 1 and December 31 will be credited with 60 hours of Management Leave.

C. Use of Management Leave is subject to approval by the applicable Department Head, or the City Manager or his/her designee in the case of a Department Head request, taking into account the relevant circumstances including work/Department needs, staffing limitations, conflicts, timing of request, etc.

D. Management Leave may not be converted to cash or other paid time off.

E. Unused Management Leave may be carried over from one calendar year to the next; however, an employee may never have more than a balance of 180 hours of management leave, subject to Section 25.E.1-4 below. (Thus, and for example, an employee that already has 180 hours of management leave on January 1 would not receive any further management leave. An employee that already has 100 hours of management leave on January 1 would "only" receive an additional 80 hours. An employee with 60 or fewer hours of banked management leave on January 1 would receive 120 hours.)

1) For calendar year 2021, an employee may have up to a balance of 240 hours of management leave.

2) For calendar year 2022, an employee may have up to a balance of 240 hours of management leave.

3) For calendar year 2023, an employee may have up to a balance of 240 hours of management leave.

4) For calendar year 2024, an employee may have up to a balance of 240 hours of management leave.

5) Effective the first pay period of calendar year 2025, the terms of Section 25.E above shall apply, and an employee may have no more than a balance of 180 hours of management leave.

26. FLEXIBLE SPENDING PLAN (INTERNAL REVENUE CODE SECTION 125) The City will make available a Flexible Spending Plan under the Internal Revenue Code Section 125 for employees. Employees may contribute pretax (federal, state, FICA, Medicare) dollars for dependent care and qualified unreimbursed medical
expenses. This Plan will follow the regulations outlined by the Internal Revenue Code. Detailed information will be available in the Summary Plan Document.

The City will pay the administrative expenses for the plan. This Plan is voluntary and participating employees will pay the monthly participation cost.

The monthly participation cost will be considered pre-tax, as defined above, under Internal Revenue Code Section 106„ Participating employees will be provided with an Employee Plan Summary and regular statements regarding the status of their flexible spending accounts.

27. DOMESTIC PARTNERS
The City shall make all benefit programs available to employees, dependents 













 






 
 









and domestic partners, subject to the requirements of each benefit provider.

28. PAY PERIODS
Allowances/payments or accrual rates that are an agreed upon amount per month or year but are paid for administrative purposes in incremental amounts each pay period, shall be the same total amount per year in years in which there are 27 pay periods instead of 26 pay periods. This clarification is not intended to and would not modify anyone's salary/rate of pay.

29. DECLARATION
The parties hereto have reached an understanding concerning the proposed salaries and fringe benefits described in the above paragraphs. All other matters dealing with wages, hours, fringe benefits including health and dental insurance contributions, and working conditions included in ordinances, resolutions, rules or regulations, or previous memorandums of understanding, shall remain unchanged for the term of this memorandum in the absence of agreement to the contrary.

30. NEXT MEMORANDUM OF UNDERSTANDING

Unit 9 will submit its proposals for a Memorandum of Understanding for the term commencing at the expiration of this Memorandum of Understanding no later than January 31, 2024.















 






 
 









FOR THE CITY OF SANTA CLARA FOR THE CITY OF SANTA CLARA

MISCELLANEOUS UNCLASSIFIED

EMPLOYEES

Aracely Azevedo Chris Jackson
Director of Human Resources President
Date: Date:

Marco Mercado Craig Johnson
Assistant Director of Human Resources Vice President
Date: Date:

Ashley Lancaster Carolyn McDowell
Human Resources Division Manager Treasurer
Date: Date:

Lee Hagan
Secretary
Date:

APPROVED:

Deanna J. Santana Date
City Manager
APPROVED BY THE CITY COUNCIL ON:

ATTEST:

City Clerk Date
Chris Jackson
Digitally signed by Chris Jackson
Date: 2020.12.16 12:55:47 -08'00'
craig johnson
Digitally signed by craig johnson
DN: C=US, [email protected], O=city of
santa clara, OU=building division, CN=craig johnson
Date: 2020.12.16 13:07:37-08'00'
Carolyn McDowell
Digitally signed by Carolyn
McDowell
Date: 2020.12.16 13:31:18 -08'00'
Lee Hagan
Digitally signed by Lee Hagan
Date: 2020.12.17 12:57:37 -08'00'
Aracely Azevedo
Digitally signed by Aracely
Azevedo
Date: 2021.01.06 10:07:14 -08'00'
Ashley Lancaster
Digitally signed by Ashley
Lancaster
Date: 2021.01.06 12:38:57 -08'00'
Marco Mercado
Digitally signed by Marco
Mercado
Date: 2021.01.08 09:12:31 -08'00'
Deanna J. Santana
Digitally signed by Deanna J.

Santana
Date: 2021.01.15 11:08:29 -08'00'
Nora Pimentel
Digitally signed by Nora
Pimentel
Date: 2021.01.29 17:10:15 -08'00'
1RYHPEHU














 






 
 









APPENDIX A: MOBILE COMMUNICATION DEVICE PROGRAM















 






 
 








APPIENDIX A: PDA/SfiM.Rl' PHONE STIPEND INFORMATfON
Date:

To:

From:

Subject:

City Manager's Office
Interoffice Memorandum
AprH l5, 2014
Uni I 9 - Unclassified Miscellaueous Management Employees Julio Fuentes, City Manager
CeH Phone/Smm·t1)luuu~ Stlpend Progr.am for U. it 9- Uncbul'.'iified MisceJlii neo1ts Man agemeut Emp1oyecs
<:ope: This cell phone/smartphone stipend program applies to members of Unit 9- Unclassified Misc.eJlaneous Management Empl.oyees. The sHpeud program is $80 per month and was effe¢tjve April l. 2009.

Pm·pose: To establish policies regarding the pmvision and usage of City-owned cellular telephones or smartphones (devices that have voice-. data tind internet/web access capabilities).

The City has determined that it is benefidat to have Unit 9 members aooeS$lble by phone/data comntunicatioru; al aU times. A Uni1 9 empJoyee can choose lo have a City~ls..'lued cell phone. where the City pa;is for the Unit 9 employee's cell phone device .ind service pl.an through C1ty~ mimaged contrncts with ceH providers, or they can choose to Te<:ei vo a stipend in the amount of $80 pe1· month, whereby the Unit 9 employee will purchase and own their own oell phone/smartph.one device and pay al] service p1•ovider charg~'>. ot the Uni I 9 employee cnn choose not to participate in either of tJ1c above programs. umm1u-y: This policy oudines and est11blishes eHgibility criteiia for Unit 9 employees w[shing to receive n monthly cell phone s1ipeud emd should be 11ead and nnderstocxl in conjunction with CMD 116-Use of City Resomces and Coufidential Nature of Informotion on Cily Equipment.

CeHnlar Tdephone!Smartplllfne Sl'lpencl Progr .11m: Unit 9 employees may choose to receiv,e 1m $80 a month stipend to purchase, mai1tu1.in, replace or repair their personal ce!l phone, and pay for any level of ceJJ phone service plan from any prnvJder the employee may select. The $80 pe;r monlh allowance is 1!2t intc;nded to cove.lithe full cost of any paiticular cell pho1,e device and/or cell phone service plan. If a Unit 9 employee wishes to pu1'Clmse a cell phone/smorlphone and connect to the City's: email system, they must confinn wilh the City's fofonnation Technology Depat1ment that the device they wjsh to purcllase ca11 be cmmected to lhc City's Outlook email system. Not an ceU phone devices or OOl'Vioe progrnms mny be compatible with 1he City's informalfon technology :.-ystoms, Hyou do oot desire lo connect to tho City's email system, then any cell phone or service Jlrov1c!er could be selected.

To be eHg_jble for the mon1b!y stipend, the Unil 9 e nployee must provide the Human Resour<:cs Depal'tment with an a.c.1i,1e cen phone oumbet<. His expected that the employee will respond 10 work-refoted ,calls aml most crj1ical, actively monitor thei.-phone during City emcrgor1cy















 






 
 








Cell Phone Stipend Program for Unit 9 - Miscellaneous Undassified Management Employees April U, 2014
P8gti! 2
situation.~. Ifa Unit 9 emp]oyee pi.irlicipfl1ing in the stipend Jlll~gram e..><periences a lost, stolen or damaged cell phone-, h ts expected rhat th~ employee will activdy seek to have the device replaced or t-epaired in a l'eas:onable period oflime in order to remain eligible for Ute mMlllly stipend ( refer 10 CMD 116 for additional re.quiren1ents if a phone is l0csl or stolen). The stipend progi:am is focused only to the Uni1 9 employee's persomil <.:ell phone or smartpholle, and not to otl1er cell phones that might be included under ii 5,hared o:r family plan 1hat I.he employee mfly have will1 a service provide -_
If 1:he Un it 9 employee changes their cell pltonc nmnber for any reason, the Hlm1an Rcsom-ces Dep:utmeut must be notified in the nexl work week of lhe new ceH phone number, Cf an employee receiving a cell phone slipend choo~es to no longer use a personal ¢ell ph.one for any reason, !he Human Res,om'Ces Depin1.ment should be iil)ltHied immediately, and the stipend will be discontinued in the l1ext flpplicabltl pay perfod.

The stipend is paid at a mte of 40 per poy perlod {wllh no payment on two oftwenty-S,ix pay periods at1mmlly). A Unit 9 empfoye,e starting employment or 1.ermim1ti11g employment in the middle of any month v.iU receive one-half of the monthly S'lipend (:$40). The slipend will conunenoe jn the firs1 npplicable pay peiod after th.e U11h 9' employee's request has been rec:eived,. reviewed and approved by the Hu1nan Resources Department The essential review critel'ia 11r-c that the employee is a member of Unit 9 Miscellaneous Mam,gernent Employees' Ass.ociadon., and that the employee has submitted a valid cell phone number as requested. The stipend i:s consid red .income to 1he employee. imd is siibJect to payroll withholcling, CMD 116: Us.e of Cily Resour~Es!Non~Coufiden(ul Nnhire of Info nn ntio,n m1 Cily Eqnipm(lnt:

TI1is CMD add esses key issues r-eJated to the ownership and usage of eel.I phone devfoe~, and should always be re-ad and understood in conjunction with this stipend policy. Wbile it is generally the ca:;e that call l'ecords for a personally owned phone are not subject to public records requests. the l.1w iD this ai-ea can and does change. CMD 116 advises thi1t empJoyees adhere to City policies rela1ed to public recol'<ls and em.'!il retention. The Ct~y Allol'ney • s Office should be cousulted for advice and/or i:esolufion of public t'eCOt'<ls concerns.

City-lssiued Cell Phone Pr<Jgt•am: A Unit 9 e-mployee can choose to have a Cily-ov,:ned cell phone issued to them in lfou of a monthly stipend. UndeJ tbis pmgnun, tlie Jnforrnatlon Teclmology Depm1menl bns responsibility lbr !be seleclion of ceU p,bone devices and cell phone service p;l'ovjders. The Clly then maintains a recor-d of w,1 employee's cell phone number find usage information. Activity on City-owned <..,sell phones is accessible as a publ:ic record. A Unit 9 empfoyee cannot have a City-isS'tled phone and a :stipend. One or the oilier must be selected. If you currently hav~ a Cily-issued ceU phone and wish to parlicipnte in the stjpend program, you wiH need 10 acquire a personal ceH phone nnd ser\lfoe phrn find lhen lum in yottr City-issued cell phone. Part of the mtiona]e for this program is to decrease the number of City supplied/City supporled ceU phones through the use of a stipend program,