Agenda packet — City Council and Authorities Concurrent, September 23, 2025 (part 3 of 5)

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
3/2 1/1013
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 Clar
a 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 major 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 Page 2 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, trafic, 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
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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 NFL, 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 15162), 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 occunenccs 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 Page 2 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 Conuuittce'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 15162), 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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• Page 3 of4
NFL and the Teams

6. ll1e City Manager is hereby authorized and directed to file a Notice ofDetennination with respect to the approvals set forth in this Resolution in accordance ,,,ith 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 effective 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 DlRIDON, 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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• . ..
. ..
•
•
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 15162), 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
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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 Land related Official Events

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

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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...
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 19m 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----
cnv cLERK

CITY OF SANTA CLARA

Page 4 of 4 ends

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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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•
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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 15162), 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 serv ices 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:

A-26
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 Reservation 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. - Coordination with49ersls requlredforuse.

B-1

EXH IB ITC
The Nat ional Football Leag ue and its affil iates are def ined as follows:

1. Nat ional Footba ll League - A not-for-pro fit trade assoc iat ion under Sect ion 50l (c )(6) of the Internal Revenue Code.

2. Nat ional Football League Management Counc 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 pa rtnersh 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 Internal Revenue Code.

5. NFL Prod uct ions, LLC - A Delaware single-member limited liabil ity company wholly owned by Ventures, L.P.

6. NFL Enterpr ises, LLC A Delaware single member limited liab ility company wholly owned by Ve nt ures, L.P.

7. NFL Properties, LLC -A Delaware single-member limited liab il ity company wholly owned by Ventures, L. P.

8. NFL International LLC A De laware single-member lim ited liab ility company wholly owned by Ventures, L.P.

9. NFL Product ions, Inc. - A Delaware corporation taxab le under Subchapter C of the Internal Revenue 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 corporation taxable under Subchapter C of the Internal Revenue Code.

12. NFL Fo undat ion National Football Leag ue A District of Col umbia not-for-profit organ izat ion under Sect ion 50 J(c)(3) of the Internal Reven ue Code.

13. NFL Yout h Football Fund - Nat iona l football League - A Distr ict of Co lumb ia not forprof 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 designates as an Affil iate to the Host Comm ittee at least 30 days prior to the Super Bowl.
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C- 1

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) advertising, 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
~~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 the 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 forth 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 Reimbursement 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 BAHC 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 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
JŌVAN D. GROGAN
City Manager
APPROVED AS TO FORM:
_____________________
GLEN R. GOOGINS
City Attorney
Docusign Envelope ID: 4D22814F-ED2D-4E86-A3EE-35168FE2EAE2 l7DocuSigned by:

L::a~::a~~
G='o.w~ 5E.O.D88DED6G313A ..

GSignedby:
~ 'I;.. 9'>0,ffl4, 74C9210BEEAE460 ...

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

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

By (Signature):

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.

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 Docusign Envelope ID: 1E7D2E5F-4627-48D9-8734-3AF6F10877 AS

THIRD AMENDMENT

TO INTERIM FUNDING AGREEMENT

FOR SUPER BOWL LX PLANNING AND PREPARATION ACTIVITIES
This THIRD AMENDMENT TO INTERIM FUNDING AGREEMENT FOR SUPER BOWL LX PLANNING AND PREPARATION ACTIVITIES ("Amendment") is entered into effective as of September 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 ("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") and that certain Second Amendment to Interim Funding Agreement for Super Bowl LX Planning and Preparation Activities dated July 14, 2025 ("Second Amendment").

C. The Original Agreement, as amended by the First Amendment and the Second Amendment (the "Agreement"), is currently set to terminate either upon the execution of a League Event Agreement, or on August 31, 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 Third Amendment to extend the term of the Agreement.

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:

Third Amendment to Interim Funding Agreement (Super Bowl) DRAFT 8.30.25

Page 1 ends

Docusign Envelope ID: 1E7D2E5F-4627-4BD9-8734-3AF6F10877A5

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) October 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."

2. Except as set forth herein, all other terms and conditions of the Agreement, including Exhibit A, 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.

3. This Amendment may be executed in multiple counterparts which together shall constitute one fully executed and effective Amendment.
[NEXT PAGE IS SIGNATURE PAGE]
Third Amendment to Interim Funding Agreement (Super Bowl LX) FINAL 8.31.25

Page 2 ends

Docusign Envelope ID: 1E7D2E5F-4627-48D9-8734-3AF6F10877A5

SIGNATURE PAGE TO THIRD AMENDMENT

TO INTERIM FUNDING AGREEMENT

CITY OF SANT A CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form: Dated: _ i_._._,__ /3_/ {-~----
GLEN R. GOGGINS
City Attorney
fig-~ J- AND.GAN
CrtyMan:er
"BAHC"
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210

BAY AREA HOST COMMITTEE
A CALIFORNIA 501 (C)(6) NONPROFIT CORPORATION
Dated: 8/31/2025
------------------
By (Signature): ~
:~::·;~ - - =9=Fs2=4u=4u=oa=sc=4Fs~ ...------------
Name: Zaileen Janmohamed
Title: President and Chief Executive Officer
Principal Place of 444 Castro Street, Suite 150
Business Address: Mountain View, CA 94041
Email Address: [email protected]
Third Amendment to Interim Funding Agreement (Super Bowl LX) FINAL 8.31.25

Page 3 ends

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.”

B. In preparation for Super Bowl 60 at the 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 terms for an Interim Funding Agreement (“IFA”) with respect to Event Planning Costs incurred by City 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 consideration 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 (“PreAgreement 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 Confer 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 PreAgreement 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 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.

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 acknowledge 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
City Manager

$33529('$672)250

_____________________
GLEN R. GOOGINS
City Attorney

~
DocuSigned by:
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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 Envelope 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 Giai{ru;c JiWJ¼t>~c:J;
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.

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:

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.

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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September 19, 2025
[Changes to August 22, 2025 Draft Highlighted]
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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. Nature 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. Super 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 The 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 SBLX 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. Stakeholders 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 identified cost reductions and any other applicable offsets. In addition, if at any time after the Effective Date any Party learns of additional information that is 4925-5899-3231.1
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reasonably expected to result in a change 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.

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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. Event 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. Upon receipt of a Payment Request, BAHC shall have ten (10) days to review and confirm that such request contains all relevant and required supporting documentation for eligible Event Planning and Training Expenses. If BAHC reasonably determines that any information or documentation is missing or incomplete, BAHC shall notify City 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 Advance 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 (i) the amount of any Advance Payment received and (ii) the fees received by the City from the holders of Off-Site Parking Permits that are attributable to Game, 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 4925-5899-3231.1
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the Primary Event Payment Request and the Final Payment Request, all City staff time shall be billed at City’s then applicable full costs recovery rates for other NFL Events held at the Stadium.

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 Actual Event Expenses.

3.4.3 BAHC Initial Review for Completeness. Upon receipt of either a Primary Event Expense Request or a Final Payment Request, BAHC shall have twenty-one (21) days from the receipt of such request to review and confirm such request contains all relevant and required supporting documentation for eligible Actual Event Expenses, or any other Qualified Event Expenses proposed therein for payment. If BAHC reasonably determines that any information or documentation is missing or incomplete, BAHC shall notify City/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.
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a. In General. The Parties agree that certain public safety, transportation management and related equipment will be required in connection with City 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. Equipment 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 (“Required Equipment List”). 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. Because the Required Equipment List is expected to contain sensitive information relating to Stadium security, the Parties agree that such list will remain confidential and only be distributed among the Parties as necessary to implement the terms of this Agreement.
c. Purchased Equipment. Prior 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 City 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.
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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 (“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 is 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 Miscellaneous 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.
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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 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 attorneys’ 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. Final Reconciliation/Dispute Resolution. If there are unresolved disputes regarding Payment Requests for Event Planning and Training Expenses, Required Equipment Expenses, or Miscellaneous or Unexpected Costs, and BAHC has reserved its rights respect to such disputes, or if BAHC has Disputed Amounts (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 Pre-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.

3.8 Parking Fees. The Parties acknowledge and agree that fees received by the City during the current Lease Year from the holders of Off-Site Parking Permits that are attributable to the Game shall not be included in the calculation of Off-Site Parking Permits fees 4925-5899-3231.1
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that are attributable to NFL Games under Section 7.5.3(a) under the Stadium Lease for the current Lease Year, and thus shall not reduce amounts owed by StadCo to the City under such section for NFL Games other than the Game.

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 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. BAHC 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 4925-5899-3231.1
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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 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. Additional Agreements.

6.1. StadCo Responsibility for Any Qualified Event Expense Shortfall without Credit or Offset.

6.1.1 StadCo agrees that to the extent BAHC fails to make any payment due and payable under the terms of this Agreement with respect to fully reimburse City for City’s Qualified Event Expenses incurred hereunder as provided in Section 3 above, including without limitation BAHC’s Advance Payment obligation under Section 3.4.1 (each, a “Qualified Event Expense Shortfall”), StadCo shall be obligated to pay the Qualified Event Expense Shortfall within thirty (30) days after the date the corresponding Qualified Event Expense Payment is due. If StadCo fails to timely make any required Qualified Event Expense Shortfall payment when due, interest shall accrue on such obligation (“Default Interest”) at the rate of six percent (6%) per annum until paid; provided, however, with respect to any unpaid Advance Payment amount that becomes a Qualified Event Expense Shortfall, StadCo’s Default Interest obligation with respect to such amount shall commence accruing on February 1, 2026. In the event that BAHC subsequently makes a payment of Qualified Event Expenses with respect to any Qualified Event Expense Shortfall, StadCo’s Qualified Event Expenses Shortfall Obligation shall be offset by the amount of such payment reimburse City the entire amount of the Qualified Event Expense Shortfall.

6.1.2 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 4925-5899-3231.1
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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/Terms. 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 NonNFL 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:
(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. Allowed 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.
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(d) Rent Credits. Credits 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. These terms and all remaining terms and conditions for Convention Center use provided that such terms are consistent with the terms of this Section shall be negotiated directly with the manager of the Convention Center and memorialized in a Convention Center Use Agreement. Such terms shall include a provision for the termination of the Convention Center Use Agreement in the event of any termination of this Agreement as provided in Section 6.9, below.

6.5. Third 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 sixty (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. 4925-5899-3231.1
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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 outof-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 thirdparty 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 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, tThe 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,”similar to those previously adopted by the City for Super Bowl L with reasonable and lawful updates thato conform with any subsequently enacted current NFL standards (as provided to City by BAHC and StadCo) 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 4925-5899-3231.1
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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 StadCo and City 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 (collectively, “Alternative Event Zone Measures”). If, for any reason, City and StadCo are unable to agree upon Alternative Event Zone Measures, by on or before January 8, 2026, either party shall have the right to terminate this Agreement on the terms set forth in Section 8.4, below. [Section details still under discussion, including consequences if Special Event Zone Ordinance or satisfactory alternative(s) are not timely implemented.]

6.10. Point 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-ofpocket 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 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. Offset 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 dollarfor-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 of reimbursement obligation that shall be reduced. If the 4925-5899-3231.1
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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. BAHC 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.

7. Risk 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. 4925-5899-3231.1
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7.1.2. BAHC Indemnity of City/Stadium Authority. BAHC shall defend, protect, indemnify and hold the City/Stadium Authority, and their respective officers, directors, employees, 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-Out. 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. StadCo shall cause the BAHC to be named as an additional insured with respect to such applicable Standard Event Insurance. The cost of such insurance shall be paid in accordance with the terms of the Lease.

7.2.2 Specialty Coverages. City/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”). StadCo shall cause the BAHC to be named as an additional insured with respect to such applicable 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 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. Late Payments, Default and Remedies.

8.1. Late Payments
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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. Events 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. Remedies; 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, 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. Dispute Resolution.
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(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. Every person selected to serve as an arbitrator shall be and remain at all times neutral and wholly impartial, shall be experienced and knowledgeable in the substantive laws applicable to the subject matter of the dispute. All arbitrators shall, upon written request by either Party, provide the Parties with a statement that they can and shall decide any dispute referred to them impartially. No arbitrator shall currently be employed by any Party to this Agreement or any affiliated entity thereof, nor shall any arbitrator have any material financial interest in the dispute. (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 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) Confidentiality. 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.
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(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.

8.4 Special Termination Rights. If, for any reason, City and StadCo are unable to agree upon Alternative Event Zone Measures by on or before January 8, 2026, any Party, shall have the right to terminate this Agreement by providing written notice of termination (“Notice of Termination”) to the other Parties prior to 11:59 p.m. January 15, 2026 (“Termination Date”). If no Notice of Termination is delivered by the Termination Date, the termination rights under this Section shall expire. If a Notice of Termination is delivered by the Termination Deadline, then (a) BAHC and StadCo shall continue to be liable to City for the reimbursement of any and all Qualified Event Expenses incurred up to and including the Termination Date under the terms of this Agreement; (b) at City’s option, if the termination right is exercised by BAHC or StadCo, the Convention Center Use Agreement shall also be terminated, [and City shall retain the Rent Deposit as a cancellation fee]; and (c) City, Stadium Authority and StadCo shall retain all of their rights and obligations under the terms of the Stadium Lease with respect to hosting Super Bowl LX at the Stadium and the reimbursement of Qualified Event Expenses. Immediately after the Termination Date, the Parties shall meet and confer in good faith to negotiate and seek agreement on such other terms and conditions as may be reasonably necessary to resolve any other outstanding rights or obligations under this Agreement post-termination, and, if possible, develop and reach agreement on alternative terms to continue to allow for the hosting of Super Bowl LX at the Stadium.

9. Miscellaneous
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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:

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

9.3. Fees and Taxes. The 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 4925-5899-3231.1
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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. No term or provision of this Agreement may be waived or modified unless such waiver or modification is in writing and signed by the Party against whom such waiver or modification is sought to be enforced, and the Parties hereto have provided any contractually 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.

9.6. Counterparts. 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 dissemination, credentialing, visiting public safety officials, criminal enterprise, crisis management, dignitaries, aviation, intelligence, human trafficking, critical infrastructure protection, and (b) such other activities or costs determined by City/Stadium Authority staff to be necessary to (i) support the preparation of the 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
Total Cost Estimate
Category Percent Amount
Planning
Police 76% $572,636
Fire 22% $161,996
Public Works 3% $18,837
Subtotal Planning 100% $753,469
Training
Staff 79% $121,163
Vendor 21% $31,500
Subtotal Training 100% $152,663
Equipment
Purchase 89% $439,059
Rent 7% $36,557
OEM 4% $19,301
Subtotal Equipment 100% $494,917
Event Deployment
Staff 54% $2,708,338
Outside Vendor 28% $1,424,925
Contingency 18% $893,752
Subtotal Event Deployment 100% $5,027,015
Total $6,428,064
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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
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. 4925-5899-3231.1

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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.

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.

1. Nature of this Agreement; Term.

2. Super Bowl Services, Plans and Cost Estimates.

2.1. Super Bowl Activities and Support Services.

2.2. Event Planning

2.3. Cost Estimates

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 identified cost reductions. . In addition, if at any time after the Effective Date any Party learns of additional information that is reasonably expected to result in 4925-5899-3231.1
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a change 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.

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

3.3. Event Planning and Training Expenses.

3.4. Actual Event Expenses.

3.5. Cost Reconciliation/Dispute Resolution.

4. Stadium Capital Improvements.

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. 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.

5. Permits and Processing.

6. Additional Agreements.

6.1. StadCo Responsibility for Any Qualified Event Expense Shortfall without Credit or Offset.

6.1.1 StadCo agrees that to the extent BAHC fails to make any payment due and payable under the terms of this Agreement with respect to City’s Qualified Event Expenses, including without limitation BAHC’s Advance Payment obligation under Section

3.4.1 (each, a “Qualified Event Expense Shortfall”), StadCo shall be obligated to pay the Qualified Event Expense Shortfall within thirty (30) days after the date the corresponding Qualified Event Expense Payment is due. If StadCo fails to timely make any required Qualified Event Expense Shortfall payment when due, interest shall accrue on such obligation (“Default Interest”) at the rate of six percent (6%) per annum until paid; provided, however, with respect to any unpaid Advance Payment amount that becomes a Qualified Event Expense Shortfall, StadCo’s Default Interest obligation with respect to such amount shall commence accruing on February 1, 2026. In the event that BAHC subsequently makes a payment of Qualified Event Expenses with respect to any Qualified Event Expense Shortfall, StadCo’s Qualified Event Expenses Shortfall Obligation shall be offset by the amount of such payment .

6.1.2 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 4925-5899-3231.1
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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.

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. Credits against Facility Rent shall be provided as follows: (i) a “Major Event Rent Credit” of 20% of the Facility Rent (equal to One Hundred - ---------
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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. These terms and all remaining terms and conditions for Convention Center use provided that such terms are consistent with the terms of this Section shall be negotiated directly with the manager of the Convention Center and memorialized in a Convention Center Use Agreement. Such terms shall include a provision for the termination of the Convention Center Use Agreement in the event of any termination of this Agreement as provided in Section 6.9, below.

6.7. Marketing and Promotion of City. BAHC and Discover Santa Clara, Santa Clara’s Destination Marketing Organization (“DMO”) will use commercially reasonable 4925-5899-3231.1
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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 outof-pocket costs in connection with solicitation or provision of City Sponsored Event Support under the terms of this Section.

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 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. The proposed Special Event Zone Ordinance will include regulations substantially similar to those previously adopted by the City for Super Bowl L with reasonable and lawful updates that conform with current NFL standards (as provided to City by BAHC and StadCo) and 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, StadCo and City shall meet and confer on what other lawful measures can be taken to assure that, to the maximum extent possible, equivalent 4925-5899-3231.1
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protections can be implemented for the event (collectively, “Alternative Event Zone Measures”). If, for any reason, City and StadCo are unable to agree upon Alternative Event Zone Measures, by on or before January 8, 2026, either party shall have the right to terminate this Agreement on the terms set forth in Section 8.4, below.

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 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. Offset 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 dollarfor-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 of reimbursement obligation that shall be reduced. If the government funding received is not specifically designated, it shall be used to reduce the BAHC Qualified Event Expenses reimbursement obligation arising first in time under the terms of this Agreement, for which such monies can lawfully be used. If the government funding is not actually received but is otherwise expressly committed to fund City/Stadium Authority Qualified Event Expenses, the Parties will meet and confer to determine how and when BAHC’s obligations shall be reduced hereunder. The ultimate decision on this will be made by City in its reasonable discretion. Factors to be reasonably considered include the discretionary or administrative nature 4925-5899-3231.1
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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

7. Risk Management.

7.1. Indemnities.

7.1.2. BAHC Indemnity of City/Stadium Authority. BAHC shall defend, protect, indemnify and hold the City/Stadium Authority, and their respective officers, directors, employees, 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 4925-5899-3231.1
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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.

7.2. Insurance.

8. Late 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.
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8.2. Events Constituting a Default.

8.3. Remedies; Dispute Resolution.

8.3.2. Dispute 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 4925-5899-3231.1
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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. Every person selected to serve as an arbitrator shall be and remain at all times neutral and wholly impartial, shall be experienced and knowledgeable in the substantive laws applicable to the subject matter of the dispute. All arbitrators shall, upon written request by either Party, provide the Parties with a statement that they can and shall decide any dispute referred to them impartially. No arbitrator shall currently be employed by any Party to this Agreement or any affiliated entity thereof, nor shall any arbitrator have any material financial interest in the dispute. (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 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) Confidentiality. 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 4925-5899-3231.1
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21 21597392.1
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.

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])
4925-5899-3231.1
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22 21597392.1
Ruth Shikada ([email protected])
With a copy to:

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:

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

9.3. Fees and Taxes. The 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.

9.5. Capitalized Terms. Capitalized terms not defined herein shall have the meaning as set forth in the Stadium Lease Agreement.

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:
4925-5899-3231.1
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25 21597392.1
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

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

Total Cost Estimate
Category Percent Amount
Planning
Police 76% $572,636
Fire 22% $161,996
Public Works 3% $18,837
Subtotal Planning 100% $753,469
Training
Staff 79% $121,163
Vendor 21% $31,500
Subtotal Training 100% $152,663
Equipment
Purchase 89% $439,059
Rent 7% $36,557
OEM 4% $19,301
Subtotal Equipment 100% $494,917
Event Deployment
Staff 54% $2,708,338
Outside Vendor 28% $1,424,925
Contingency 18% $893,752
Subtotal Event Deployment 100% $5,027,015
Total $6,428,064
4925-5899-3231.1
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September 19, 2025
28 21597392.1

REQUEST DATE

REIMBURSEMENT

REQUEST AMOUNT
AMOUNT

PREVIOUSLY
FUNDED(1) BALANCE REMAINING(2)

ELIGIBLE COST CATEGORY
AMOUNT

City:

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-762 Agenda Date: 9/23/2025

REPORT TO COUNCIL

SUBJECT
Public Hearing: Action on a Vesting Tentative Subdivision Map (PLN25-00225) for a One-Lot Subdivision for Condominium Purposes for 11 Townhouses Located at 1530 and 1540 Pomeroy Avenue.

COUNCIL PILLAR
Promote and Enhance Economic, Housing and Transportation Development

BACKGROUND
The Applicant, Omid Shakeri, from the Ridgecrest Group Inc. on behalf of the property owner Masud Maesumi, requested approval of a Vesting Tentative Subdivision Map (File No. PLN25-00225) to allow the merger of two adjacent parcels (subject site) with a total area of 0.48 acres (APN: 290-02- 096, 290-02-097) and the creation of a one-lot subdivision for condominium purposes to accommodate a development project that includes the demolition of existing structures and the construction of 11 townhouses, vehicular driveways, parking, and common and private open spaces.

Two one-story vacant single-family residences currently occupy the subject site. See Vicinity Map (Attachment 1).

City Council review and approval of the Vesting Tentative Subdivision Map is required under (SCCC) section 17.05.300(g) for Subdivision Map applications with a recommendation from the Planning Commission.

Pursuant to Santa Clara City Code Section 18.120.020.D.3, the development proposal required Architectural Review approval through a Development Review Hearing (DRH). On May 14, 2025, the project (File No. PLN24-00568) received Architectural Review approval. The approval allows the applicant to redevelop the two contiguous parcels as follows:
o 1530 Pomeroy Ave (0.23 acres; Zoned: Medium Density Residential (R3)): Construct a three-story building with five attached townhouses in conformance with the density range of 20-36 units per acre for R3 zoning district.
o 1540 Pomeroy Ave (0.25 acres; Zoned: Mixed Use Community Commercial (MU-CC):

Construct a three-story building with six attached townhouses in conformance with the density range of 20-36 units per acre for MU-CC zoning district.

The development on each parcel conforms to the allowed uses and to the corresponding zoning regulations for each parcel. As part of the proposal, the applicant proposes to merge the parcels and create a one-lot condominium subdivision. The subdivision will allow the applicant to sell the townhouses individually, while the land will be owned collectively by the townhouse owners and managed through a declaration of covenants, conditions, and restrictions (CC&Rs).

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At a publicly noticed meeting on August 13, 2025, the Planning Commission reviewed the Vesting Tentative Subdivision Map to allow the merger of two adjacent parcels and the creation of a one-lot subdivision for condominium purposes to accommodate the development project and recommended approval (6-0-1, Bhatnagar absent) to the City Council.

DISCUSSION
At the August 13, 2025, Planning Commission meeting, staff presented an analysis of the project’s conformance with the General Plan, Zoning Code and the Subdivision Code. The Planning Commission Staff Report with detailed analysis of the project is included as Attachment 2. During the meeting, the Commission had questions regarding:
· Conformance of the side setbacks with code.
· Will the proposed units count towards City’s required Regional Housing Needs Allocation (RHNA).
· Is the parking provided meeting code and will storage in garages preclude parking. · Review of the CC&Rs by the City and the developer.
· Previous proposal and modifications.
· Providing affordable units under the Affordable Housing Ordinance.

In response to these questions, staff shared that the project provided a ten-foot side setback on the south and the existing residence on the adjacent property seems to be approximately four-feet away from the property line. Staff confirmed that the proposed 11 residential units will count towards the City’s RHNA and will be included in the annual report to the State for permitted units and then again after construction, as constructed units. Responding to the question on parking, staff explained that a two-car garage is provided for each of the six townhouses on 1540 Pomeroy and a one-car garage is included for each of the five units for 1530 Pomeroy. In addition, five unbundled surface parking spaces are provided onsite. This exceeds the City’s parking requirement for 1.5 parking spaces for three-bedroom units. The applicant added that the project has been conditioned, and it will be included in the CC&Rs to keep the garage clear from storage to allow for the cars to be parked.

In response to the Commission’s question about the review of CC&Rs, staff shared that the City Attorney’s Office reviews them. The Assistant City Attorney added that there is a checklist developers are required to fill out, and maintenance of the common areas is included in the CC&Rs. Further, any amendment to the CC&Rs requires City approval. If a developer proposes modifications to the approved project or architecture, they will need to be approved by the City. Responding to the question on the previous proposal, staff noted that the previous proposal included six three-story townhouses on the 1540 Pomeroy parcel and two two-story houses on the 1530 Pomeroy parcel.

The developer shared that they had to increase the number of units from two to five on the 1530 Pomeroy parcel to meet the minimum density requirements. As a part of the Zoning Code update, the City rezoned the parcel at 1530 Pomeroy from R3-18D (Low-Density Multiple Dwelling) to R3 (Medium-Density Residential), which allows for a density range of 20-30 units per acre. The staff shared that the project is conditioned to provide 1.65 affordable units, and the developer has chosen to provide one affordable unit and an in-lieu fee for the fractional unit.

At the Planning Commission Hearing, one member of the public spoke about the project's impact on the existing multifamily houses at 1360 Calabazas Boulevard. The applicant clarified that this project site is on the other side of Pomeroy Avenue and is not adjacent to the multifamily houses on Calabazas Boulevard. No emails or letters from the public were received.

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At the end of the discussion, the Planning Commission unanimously recommended approval of the project to the City Council.

The findings required for approval of the proposed Vesting Tentative Map include the following:
· General Plan Consistency: The subdivision would effectuate the redevelopment of an underutilized site, and Policy 5.3.1-P8 encourages the redevelopment of underutilized and vacant parcels. The design and improvements would support General Plan transition policies between the neighboring commercial and single-family residential uses, and encourage multimodal transportation given the proximity to transit connections. · Site Suitability: The type of development (multifamily residential) is appropriate given the commercial uses to the north and the single-family residential uses to the south, and the density of development is appropriate given that it meets the density ranges in the updated zoning code and the site is in an urbanized area served by existing utilities and infrastructure. · No Adverse Effects: The design of the subdivision and type improvements will not cause substantial environmental damage, as the 2021 IS/MND included mitigation measures that reduced air quality, biological, cultural, geological, and hazmat impacts to less than significant levels, and the 2025 Addendum concluded that no new impacts would result from the revised project. The project would not result in adverse health effects as it will be subject to Covenants, Conditions and Restrictions for operation and maintenance of the buildings and site improvements and does not propose the use of hazardous materials. · Conflicts With Easements: As designed, the project would not conflict with any recorded public easements for access through or use of the proposed subdivision. · Natural/Passive Heating and Cooling: Both structures have an east-west alignment for southern exposure.

The detailed findings are included in the attached Resolution of approval (Attachment 3) There are a number of conditions of approval for the subdivision, the first one being that the developer is still subject to all conditions imposed under the May 14 architectural approval. Key conditions for the two approvals include the following:
· Replacement of trees removed at a 2:1 ratio
· Affordable housing agreement for the provision of 1 affordable unit and one fractional fee · Garages must be kept clear and available for automobile parking · Developer must submit CC&Rs for City review and approval · Developer must comply with all MND Mitigation Measures, such as protection of bird nests and trees to be preserved, and limitations on construction emissions The full set of project approval conditions are contained in the attached Conditions of Vesting Tentative Subdivision Map Approval (Attachment 4).

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Recommendation
Based on the proposed project’s conformance with the General Plan, the Zoning Code, and the certified Housing Element, and the Planning Commission recommendation to the City Council, staff recommends City Council make the required findings and approve the Project on the conditions presented.

As an alternative, if the City Council were to determine that the required findings for approval cannot be made, the City Council has the discretion to deny the Project and to direct staff to return with a formal resolution of denial at a future meeting for Council action.

ENVIRONMENTAL REVIEW
On August 18, 2021, the City adopted the 1530/1540 Pomeroy Avenue Residential Project Initial Study/Mitigated Negative Declaration (IS/MND) at a Development Review Hearing (DRH) for the earlier eight-unit development proposal at the Project Site. For the new proposal, an Addendum to the IS/MND was prepared pursuant to the California Environmental Quality Act (CEQA) Guidelines Section 15164 and adopted at the May 14, 2025, DRH. The addendum concluded, pursuant to CEQA Guidelines Section 15162, that there would not be any new or substantially more severe significant impacts not already addressed in the 2021 IS/MND, nor was there any new information of substantial importance that would have triggered additional environmental review.

The proposed Vesting Tentative Subdivision Map is consistent with the approved project analyzed in the Addendum and would not result in a new impact on the environment or significantly increase the severity of any previously identified impact.

FISCAL IMPACT
There is no cost to the City other than administrative staff time and expense for the processing of this application.

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

PUBLIC CONTACT
Community Meeting
On March 13, 2024, the Applicant conducted a hybrid community meeting. Six members of the public attended in-person, and four members of the public attended virtually. The topics discussed included architecture, allowable density, parking, applicable zoning regulations, and impact to the adjacent single-family homes. To address the public comments, the applicant made modifications to the elevations by emphasizing vertical distinction between the units, aligning the windows and simplifying the roof form, which resulted in the final proposal that was approved at the DRH.

On July 30, 2025, a notice of public hearing was published in the Santa Clara Weekly, a newspaper of general circulation, and on July 31, 2025, a notice of this item was mailed to property owners within 1,000 feet of the project site with 1,320 notices mailed, and the developer posted a sign on the property. At the time of this report, the Planning staff has not received any public comments regarding the Tentative Map.

RECOMMENDATION

1. City Council find that the proposed subdivision falls within the scope of the adopted CEQA City of Santa Clara Page 4 of 5 Printed on 9/19/2025
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Addendum prepared for the project and no further analysis is required; and

2. Adopt a resolution approving the Vesting Tentative Subdivision Map to merge the two parcels and create a one-lot subdivision for condominium purposes for 11 townhouses and common area at 1530/1540 Pomeroy Avenue, making the required findings and subject to conditions of approval.

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

ATTACHMENTS

1. Vicinity Map

2. Planning Commission Staff Report August 13, 2025

3. Resolution Approving the Vesting Tentative Subdivision Map

4. Conditions of Vesting Tentative Subdivision Map Approval

5. Vesting Tentative Subdivision Map
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Vicinity Map
Legend
Base Layers
Site Addresses
Single
Utility
Streets
Air Parcels
Land Parcels
Land Parcels
Flood Control Easement
Right of Ways
Zoning
Land Parcels
MUCC - Mixed Use Community
Commercial
Notes
PLN24-00568
created on 04/22/2025 12:12:01
0 200 400
ft
This map is a user generated static output from an Internet mapping site and is for reference only. Data layers that appear on this map may or may not be accurate, current, or otherwise reliable.

REPORT TO PLANNING COMMISSION

SUBJECT
Public Hearing: Action on a Vesting Tentative Subdivision Map (PLN25-00225) for 11 Townhouses Located at 1530 and 1540 Pomeroy.

REPORT IN BRIEF
Applicant: The Ridgecrest Group Inc./Omid Shakeri
Owner: Masud Maesumi Trustee & Et. All
General Plan: Medium Density Residential (1530 Pomeroy) Mixed Use Community Commercial (1540 Pomeroy)
Zoning: Medium Density Residential (R3) (1530 Pomeroy)
Mixed Use Community Commercial (MU-CC) (1540 Pomeroy)
Site Area: Two parcels with a total lot area of 0.48 acre Existing Site Conditions: One-story single-family residences Surrounding Land Uses:

North: Commercial uses
South: Single-family residences
East: Pomeroy Avenue and multi-family dwellings
West: Commercial uses and single-family residences
Issues: Consistency with the City’s General Plan and conformance with Subdivision Map Act.

Staff Recommendation: Recommend approval of the Vesting Tentative Subdivision Map to the City Council for the merger of two adjacent parcels and the creation of a one-lot subdivision for condominium purposes for 11 townhouses and common area located at 1530 and 1540 Pomeroy, subject to findings and conditions of approval.

BACKGROUND
The Applicant, Omid Shakeri, from the Ridgecrest Group Inc. requests approval of a Vesting Tentative Subdivision Map (File No. PLN25-00225) to allow the merger of two adjacent parcels (subject site) with a total area of 0.48 acre (APN: 290-02-096, 290-02-097) and the creation of a one-lot subdivision for condominium purposes to accommodate a project with 11 townhouses, vehicular driveways, parking, and common and private open spaces. The subject site is currently occupied with two one-story vacant single-family residences.

A previous proposal to construct six attached townhouses and two single-family residences on the subject site was approved at the Development Review Hearing (DRH) on August 18, 2021. However, the Planning entitlement expired as it was not exercised within two years per Santa Clara City Code Section 18.128.060 and no time extensions were granted. The condo map that was reviewed by the Planning Commission and then approved by the City Council on May 10, 2022, expired as well.

Since that approval, the City rezoned the parcel at 1530 Pomeroy from R3-18D (Low-Density Multiple Dwelling) to R3 (Medium-Density Residential) and rezoned the parcel at 1540 Pomeroy from A (Agriculture) to MU-CC (Mixed Use Community Commercial) as a part of the City’s comprehensive zoning update. The new City of Santa Clara Page 1 of 4 Printed on 8/8/2025
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zoning requires the project site to be developed at a higher density than what was previously proposed.

The applicant submitted another development proposal and pursuant to Santa Clara City Code Section

18.120.020.D.3), the proposal required Architectural Review approval through a DRH. On May 14, 2025, the project (File No. PLN24-00568) received approval. The approval allows the applicant to redevelop the two contiguous parcels as follows:
o 1530 Pomeroy Ave (0.23 acres; Zoned: Medium Density Residential (R3): Construct a three-story building with five attached townhouses in conformance to the density range of 20-36 units per acre for R3 zoning district.
o 1540 Pomeroy Ave (0.25 acres; Zoned: Mixed Use Community Commercial (MU-CC): Construct a three-story building with six attached townhouses in conformance to the density range of 20-36 units per acre for MU-CC zoning district.

Planning Commission review and a recommendation to the City Council are required under (SCCC) section

17.05.300(g) for Subdivision Map applications. Vesting Tentative Maps are ultimately approved by the City Council.

DISCUSSION
Project Summary
The site consists of two parcels zoned Medium Density Residential (R3) and Mixed Use Community Commercial (MU-CC). Each parcel conforms to the density requirements of 20-30 units per acre.

Consistency with General Plan, Zoning Code and Subdivision Map Act Vesting Tentative Subdivision Map applications are reviewed for General Plan and Zoning Code consistency and conformance with the Subdivision Map Act.

The Architectural Review (File No. PLN24-00568) of the 11-unit development on the subject site was approved at the Development Review Hearing on May 14, 2025. The proposed Vesting Tentative Map is consistent with the approved project, including the site plan, improvements, the private street, surface parking, landscape open space areas, and associated utilities on the project site.

The Subdivision Map Act requires that all subdivision maps be consistent with the General Plan, Gov’t Code § 66474(a). The City’s Subdivision Clearance Committee reviewed the Vesting Tentative Map and determined it to be complete on June 3, 2025. The Architectural Review approval determined that the project was consistent with the General Plan, based on the fact that the proposed use and scale of the development as conditioned are consistent with the allowable land uses and density, and the design of the development satisfies General Plan transition policies. The staff report for the DRH on May 14, 2025, is provided as Attachment 2 for reference.

The proposed subdivision received clearance from the City’s Subdivision Committee on June 3, 2025. This determination confirmed that the proposed subdivision is consistent with the General Plan and zoning designations for the property, Building Code, or other applicable requirements. Conditions of Approval have been prepared and are provided as Attachment 3.

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ENVIRONMENTAL REVIEW
On August 18, 2021, the City adopted the 1530/1540 Pomeroy Avenue Residential Project Initial Study/Mitigated Negative Declaration (IS/MND) at a Development Review Hearing (DRH) for the earlier eightunit development proposal at the Project Site. For the new proposal, an Addendum to the IS/MND was prepared pursuant to the California Environmental Quality Act (CEQA) Guidelines Section 15164 and adopted at the May 14, 2025 DRH. The addendum concluded, pursuant to CEQA Guidelines Section 15162, that there would be no new or substantially more severe significant impacts not already addressed in the 2021 IS/MND, nor was there any new information of substantial importance that would have triggered additional environmental review.

FISCAL IMPACT
There is no cost to the City other than administrative staff time and expense for the processing of this application.

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

PUBLIC CONTACT
On July 30, 2025, a notice of public hearing was published in the Santa Clara Weekly, a newspaper of general circulation, and on July 31, 2025, a notice of this item was mailed to property owners within 1,000 feet of the project site. At the time of this report, the Planning staff has not received any public comments regarding the Tentative Map.

On March 13, 2024, the Applicant conducted a hybrid Community meeting. Six members of the public attended in-person, and four members of the public attended virtually. The topics discussed included architecture, allowable density, parking, applicable zoning regulations, and impact to the adjacent singlefamily homes. To address the public comments, the applicant made modifications to the elevations by emphasizing vertical distinction between the units, aligning the windows and simplifying the roof form, which resulted in the final proposal that was approved at the Development Review Hearing.

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

RECOMMENDATION

1. Recommend that the City Council find that the proposed subdivision falls within the scope of the adopted CEQA Addendum prepared for the project and no further analysis is required.

2. Adopt a resolution recommending the City Council approve the Vesting Tentative Subdivision Map to merge the two parcels and create a one-lot subdivision for condominium purposes for 11 townhouses and common area at 1530/1540 Pomeroy Avenue, subject to findings and conditions of approval.

Prepared by: Nimisha Agrawal, Senior Planner
Reviewed by: Alexander Abbe, Assistant City Attorney
Approved by: Lesley Xavier, Planning Manager
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ATTACHMENTS

1. Resolution Recommending Council Approve the Vesting Tentative Subdivision Map

2. DRH Staff Report of May 14, 2025

3. Conditions of Vesting Tentative Subdivision Map Approval

4. Vesting Tentative Subdivision Map

5. Vicinity Map
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Resolution/ 1530/1540 Pomeroy Avenue- Vesting Tentative Subdivision Map Page 1 of 5 Rev. 1/9/2024
RESOLUTION NO. __________

A RESOLUTION OF THE PLANNING COMMISSION OF THE

CITY OF SANTA CLARA, CALIFORNIA RECOMMENDING

THAT THE CITY COUNCIL APPROVE A VESTING TENTATIVE
SUBDIVISION MAP (PLN25-00225) AT 1530 and 1540

POMEROY AVENUE, SANTA CLARA
WHEREAS, on May 14, 2025, Ridgecrest Group Inc. (“Applicant”) on behalf of Masud Maesumi and Et. All (“Property Owners”) filed an application (PLN25-00225) to merge two adjacent existing parcels with a total lot area of 0.48 acres, located at 1530 and 1540 Pomeroy Avenue (“Project Site”) and create a one-lot subdivision for condominium purposes in accordance with the development plan (PLN24-00568) approved for the Project Site; WHEREAS, on May 14, 2025, the Architectural Review (PLN24-00568) to construct 11 townhouses was approved at the Development Review Hearing (DRH); WHEREAS, the application is for a Vesting Tentative Subdivision Map (PLN25-00225) to merge the two adjacent residential parcels and create a one-lot subdivision for condominium purposes to allow the individual sale of 11 condominium lots and the creation a common parcel to serve the development and,
WHEREAS, the proposed subdivision is consistent with the approved site plan and improvements on the Project Site for the development of 11 residential units with surface parking, landscaped open space areas, and associated utilities as entitled on May 14, 2025; WHEREAS, pursuant to Section 17.05.210 of the Code of the City of Santa Clara (“SCCC”), a Tentative Subdivision Map shall be required for all divisions of land into five or more parcels; WHEREAS, on June 3, 2025, the Subdivision Clearance Committee determined that the application was complete and that the proposed Vesting Tentative Subdivision Map should proceed to the Planning Commission in conformance with Section 17.05.300 of the SCCC; Resolution/ 1530/1540 Pomeroy Avenue- Vesting Tentative Subdivision Map Page 2 of 5 Rev. 1/9/2024
WHEREAS, SCCC Section 17.05.300(g) requires that the Planning Commission make recommendations of denial, approval, or conditional approval to the City Council on the Tentative Subdivision Map;
WHEREAS, the proposal is to merge the two adjacent lots and create a one-lot subdivision for condominium purposes for 11 residential units and one common lot to serve the development (“Project”) as shown on the proposed Vesting Tentative Subdivision Map, attached hereto and incorporated herein by this reference;
WHEREAS, on August 18, 2021, the City adopted an Initial Study/Mitigated Negative Declaration (“IS/MND”) under the California Environmental Quality Act (“CEQA”) for a prior version of the Project that would have allowed eight dwelling units at the Project Site; WHEREAS, on May 14, 2025, the City adopted an Addendum to the IS/MND and a Mitigation Monitoring and Reporting Program (MMRP) at the Development Review Hearing (DRH) for the Project;
WHEREAS, the Addendum concluded that pursuant to CEQA Guidelines Section 15162, that there would be no new or substantially more severe significant impacts not already addressed in the 2021 IS/MND, nor was there any new information of substantial importance that would have triggered additional environmental review;
WHEREAS, the proposed Vesting Tentative Subdivision Map is consistent with the Project approved at the DRH on May 14, 2025 and analyzed in the Addendum and would not result in a new impact on the environment or significantly increase the severity of any previously identified impact;
WHEREAS, on July 31, 2025, notices of the public hearing on the Vesting Tentative Subdivision Map were mailed to all property owners within 1,000 feet of the property, according to the most recent Assessor’s roll;
WHEREAS, a notice of the public hearing was published in the Santa Clara Weekly, a newspaper of general circulation, on July 30, 2025; and Resolution/ 1530/1540 Pomeroy Avenue- Vesting Tentative Subdivision Map Page 3 of 5 Rev. 1/9/2024
WHEREAS, the Planning Commission held a duly noticed public hearing on August 13, 2025, at which time all interested persons were given an opportunity to provide testimony and the Commission considered the information presented in the Staff Report, and all verbal and written evidence.

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

1. That the Planning Commission hereby finds that the above Recitals are true and correct and by this reference makes them a part hereof.

2. Vesting Tentative Subdivision Map Findings. Pursuant to California Government Code Sections 66426 and 66428 and SCCC Section 17.05.300(h), the Planning Commission finds and determines that:

A. The Vesting Tentative Subdivision Map is consistent with the objectives, policies, general land uses and programs specified in the City’s General Plan in that the Vesting Tentative Subdivision Map merges the two adjacent 0.48 acre Project Site to create a one-lot subdivision for condominium purposes for 11 residential units and one common lot to effectuate the previously approved residential development of 11 townhouses, on-site parking, and common landscaped areas with shared maintenance of the building and public and private site improvements compatible with neighboring low intensity residential development and the commercial uses to the north of the project site, subject to conditions set forth in the Conditions of Vesting Tentative Subdivision Map Approval, attached hereto and incorporated by this reference.

B. The design and improvements of the proposed subdivision are consistent with the City’s General Plan in that the Vesting Tentative Subdivision Map facilitates development of a diversified housing stock and construction of ownership housing opportunities for the community; and furthermore complies with General Plan Land Use and Transitional Goals and Polices of the General Plan in that it transforms the underutilized properties from a vacant, low- Resolution/ 1530/1540 Pomeroy Avenue- Vesting Tentative Subdivision Map Page 4 of 5 Rev. 1/9/2024
intensity commercial use to a medium density residential development that would transition in scale and intensity of use with existing and planned land uses; and is in proximity to transit with multi-modal connections to local and regional transit service to support transit ridership and reduce vehicle miles traveled.

C. The site is physically suitable for the proposed type of development, in that the Project provides a transition between low intensity residential development and the existing commercial uses along El Camino Real.

D. The site is physically suitable for the proposed density of development, in that the Project Site is in an urbanized area and is served by existing utilities and infrastructure.

E. The design of the subdivision and type of improvements are not likely to cause serious health problems, in that the proposed residential subdivision will implement Covenants Conditions and Restrictions for operation and maintenance of the buildings and site improvements and does not propose the use of hazardous materials.

F. The design of the subdivision and type of improvements are not likely to cause substantial environmental damage and will not substantially or unavoidably injure fish or wildlife or their habitat in that the Project Site is located in an urbanized setting, is a developed site, and the proposed subdivision includes mitigation measures, as identified in the MND and MMRP, that reduce impacts to biological resources to less-than-significant levels.

G. The design of the subdivision and type of improvements will not conflict with easements acquired by the public at large or use of property within the proposed subdivision in that it is designed to avoid encroachment and conflicts with public easements in the site design.

H. The Tentative Subdivision Map provides, to the extent feasible, for future passive or natural heating or cooling opportunities, in that it would allow flexibility in the development standards to maximize the benefits of green building standards for site and building design.

3. Based on the findings set forth in this Resolution and the evidence in the Staff Report and such other evidence as received at the public hearings on this matter before the Planning Resolution/ 1530/1540 Pomeroy Avenue- Vesting Tentative Subdivision Map Page 5 of 5 Rev. 1/9/2024
Commission, the Planning Commission hereby recommends approval of the Vesting Tentative Subdivision Map to the City Council, substantially in the form on file as shown on the attached Vesting Tentative Subdivision Map and Conditions of Vesting Tentative Subdivision Map Approval, hereby incorporated by this reference.

4. Effective date. This resolution shall become effective immediately.

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

AND ADOPTED BY THE PLANNING COMMISSION OF THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE 13TH DAY OF AUGUST 2025, BY THE FOLLOWING VOTE:

AYES: COMMISSIONERS:

NOES: COMMISSIONERS:

ABSENT: COMMISSIONERS:

ABSTAINED: COMMISSIONERS:

ATTEST:

AFSHAN HAMID

DIRECTOR OF COMMUNITY DEVELOPMENT

CITY OF SANTA CLARA
Attachments Incorporated by Reference:

1. Vesting Tentative Subdivision Map
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-360 Agenda Date: 5/14/2025

REPORT TO DEVELOPMENT REVIEW HEARING

SUBJECT
PUBLIC HEARING: Consideration of an Addendum to the Initial Study/Mitigated Negative Declaration (IS/MND) (2021) and Action on the Architectural Review (PLN24-00568) for the Demolition of Two Existing Single-Family Residences and the Construction of 11 Townhouses Located at 1530 and 1540 Pomeroy.

File No.: PLN24-00568
Location: 1530 and 1540 Pomeroy Ave; two parcels with a total lot area of 0.48 acres, located on the west side of Pomeroy Avenue between El Camino Real and Granada Ave; APN’s: 290-02-096, 290-02-097; Property at 1530 Pomeroy is zoned Medium Density Residential (R3) and 1540 Pomeroy Avenue zoned Mixed Use Community Commercial (MU-CC)
Applicant: The Ridgecrest Group Inc./Omid Shakeri
Owner(s): Masud Maesumi Trustee & Et. All
Request: Consider the Addendum to the 1530/1540 Pomeroy Residential Project Initial Study/Mitigated Negative Declaration (IS/MND) and Architectural Review for demolition of two existing one-story single-family residences and construction of 11 three-story for-sale townhomes on two contiguous residential lots with a total lot area of

0.48 acres with 22 surface parking spaces at 1530 and 1540 Pomeroy Avenue.

PROJECT DATA
The Project Data and Compliance Table is included as Attachment 2.

POINTS FOR CONSIDERATION
· The project site is surrounded by single-family residences to the south, commercial uses to the north, single family homes and commercial uses to the west, and by Pomeroy Avenue and multi-family dwellings to the east. See Vicinity Map in Attachment 1. · The subject site comprises of two parcels, each developed with a one-story single-family residence. The parcel at 1530 Pomeroy is zoned Medium Density Residential (R3) and the General Plan land use designation is Medium Density Residential. The parcel at 1540 Pomeroy is zoned Mixed Use Community Commercial (MU-CC) and the General plan land use designation is Mixed Use Community Commercial.
· The applicant proposes to redevelop the two contiguous parcels as follows:
o 1530 Pomeroy Ave (0.23 acres, Zoned: R3): Construct a three-story building with five attached townhomes in conformance to the density range of 20-36 units per acre for R3 zoning district.
o 1540 Pomeroy Ave (0.25 acres; Zoned: MU-CC): Construct a three-story building with City of Santa Clara Page 1 of 5 Printed on 5/7/2025
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25-360 Agenda Date: 5/14/2025
six attached townhomes.
· The development on each parcel conforms to the corresponding zoning regulations for the parcel. A condo map to allow for the subdivision of the property will be submitted at a later time.
· Per the Santa Clara City Code Section 18.120.020(D)(3), the request requires Architectural Review approval through a Development Review Hearing.
· A previous proposal to construct six attached townhomes and two single-family residences on the subject site was approved at the Development Review Hearing on August 18, 2021.

However, the Planning entitlement expired as it was not exercised within two years per Santa Clara City Code Section 18.128.060 and no time extensions were granted. The condo map approved by the Council on May 10, 2022, expired as well., Since that approval, the City rezoned the parcel at 1530 Pomeroy from R3-18D (Low-Density Multiple Dwelling) to R3 (Medium-Density Residential) and rezoned the parcel at 1540 Pomeroy from A (Agriculture) to MU-CC (Mixed Use Community Commercial) as a part of the City’s comprehensive zoning update. The new zoning requires the project site to be developed at a higher density than what was previously proposed.
· The proposal conforms to the City’s Community Design Guidelines in that it improves the aesthetics of the currently dilapidated site, enhances pedestrian connections, and is designed to be compatible with the existing surrounding development. · The applicant has worked with staff to refine the elevations by simplifying the roof form, creating articulation, aligning the windows, and the entrance for the front units for both buildings to face Pomeroy Avenue.
· The proposed project meets the required findings set forth in Santa Clara City Code 18.120. · There are no active City code enforcement cases for this property. · On March 13, 2024, the Applicant conducted a hybrid Community meeting. Six members of the public attended in-person, and four members of the public attended virtually. The topics discussed included architecture, allowable density, parking, applicable zoning regulations, and impact to the adjacent single-family residences.
· A neighborhood notice was distributed within a 1,000-foot radius of the subject site for this project review.

Building Design
· The project would construct a three-story building with five attached townhomes on the southern parcel (1530 Pomeroy) that borders single-family residences to the west and to the south. Each unit would be 1,970 square feet with three bedrooms and three and a half bathrooms and a one car garage.
· The parcel on the north (1540 Pomeroy) that borders commercial uses to the north and the west, would be occupied with a three-story building with six attached townhomes. Each townhome would be 2,370 square feet with three bedrooms and three and a half bathrooms and a two-car garage.
· Both residential structures adhere to the lot coverage and all other zoning regulations of the corresponding zoning district and exceed the setback requirements. · The townhomes on 1530 Pomeroy Avenue are designed with modern architecture featuring a combination of board and batten siding, and lap siding to clearly define the units on the north and south facades. This is further emphasized by providing articulation on the facades.

Fenestration would include a mix of divided-light vertical and square windows. The townhomes would be a single building with hipped roof and a long central ridge, punctuated with smaller City of Santa Clara Page 2 of 5 Printed on 5/7/2025
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would be a single building with hipped roof and a long central ridge, punctuated with smaller hipped forms.
· The architecture of the townhomes on 1540 Pomeroy Avenue remains largely the same as the previous proposal and is like the building on 1530 Pomeroy Avenue in featuring a combination of board and batten siding, and lap siding, and fenestration. The townhomes are also a single building with hipped roof and a long central ridge but punctuated with small gables on both the north and south facades. A color scheme will be used to create a clear distinction of the units from outside.
· The private garages would be accessed through a shared 20 foot wide driveway and a pedestrian path on each parcel leading to the entrance of the townhomes.

Open Space
The project provides an open private community space to the rear and south of the project site. The project would remove nine existing trees and other smaller trees and shrubs and would plant 16 24” box trees and two 36” box trees to meet city’s requirement for a replacement ratio of 2:1. A landscape plan has been developed and the site would be developed with drought tolerant and water efficient landscaping. The property frontage would be planted with new street trees in accordance with the City requirements.

Parking
A 400 square foot two car attached garage is incorporated on the ground floor of each residential unit on 1540 Pomeroy Avenue and a 220 square foot one-car attached garage is incorporated on 1530 Pomeroy Avenue. Additionally, five unbundled surface parking are provided. This exceeds the city’s requirement of 1.5 parking space for each three-bedroom unit.

FINDINGS SUPPORTING STAFF’S RECOMMEDATION
Granting the Architectural Review approval requires the following findings consistent with City Code Section 18.120.020(F):
1) That any off-street parking area, screening strips, and other facilities and improvements necessary to secure the purpose and intent of this title and the general plan of the City area a part of the proposed development, in that:
· The development provides a total of 22 on-site parking spaces, including five unbundled surface parking spaces. This exceeds the Zoning code requirement for 17 parking spaces per Section 18.38, Table 3-3, requiring 1.5 parking spaces for two-three-bedroom units. · The project provides adequate circulation for vehicular and pedestrian access. 2) That the design and location of the proposed development and its relation to neighboring developments and traffic is such that it will not impair the desirability of investment or occupation in the neighborhood, will not unreasonably interfere with the use and enjoyment of neighboring developments, and will not create traffic congestion or hazard, in that:
· The proposed project would not generate an increase trips previously anticipated with the analysis undertaken as part of the land use study in the 2010-2035 General Plan, and further analyzed and determined to be less than significant in the previously prepared Mitigated Negative Declaration prepared for this project. The analysis of transportation and traffic impacts presented in the Initial Study remains valid for the modified project. · The project includes pedestrian improvements such as constructing a sidewalk along the City of Santa Clara Page 3 of 5 Printed on 5/7/2025
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project frontage to improve pedestrian connections and safety in the area. 3) That the design and location of the proposed development is such that it is in keeping with the character of the neighborhood and is such as not to be detrimental to the harmonious development contemplated by this title and the general plan of the City, in that:
· The development is a three-story medium density residential structures that are compatible with the existing residential uses in the area.
· The five attached townhomes at 1530 Pomeroy adhere to the setback, lot coverage and all other zoning regulations of the Medium Density Multiple Dwelling (R3) Zoning District, except the day light plane, for which they are utilizing a waiver. The structure is setback more than 42 feet from the rear, where the setback required is 15 feet. There are no balconies proposed and window sill heights are five feet on the south elevation to minimize the impact on the singlefamily residences in the vicinity. · The six attached Townhomes at 1540 Pomeroy adhere to the lot coverage and all other zoning regulations, and exceed the front, side and rear setback requirements of the MU-CC Zoning District.
4) That the granting of such approval will not, under the circumstances of the particular case, materially affect adversely the health, comfort or general welfare of persons residing or working in the neighborhood of said development, and will not be materially detrimental to the public welfare or injuries to property or improvements in said neighborhood, in that:
· The project is subject to the California Building Code and City Code requirements, which serve to regulate new construction to protect public health safety and general welfare. · The use, scale, and design of the development, as conditioned, are consistent with the General Plan density contemplated for this area and is therefore compatible with the existing and future land uses in the surrounding area.
5) That the proposed development, as set forth in the plans and drawings, are consistent with the set of more detailed policies and criteria for architectural review as approved and updated from time to time by the City Council, which set shall be maintained in the planning division office. The policies and criteria so approved shall be fully effective and operative to the same extent as if written into and made a part of this title, in that:
· The proposed design and form of the building is consistent with the City’s General Plan policies and Community Design Guidelines.
· The project provides for an attractive and functional site arrangement of the buildings and other improvements on a commercial site providing a high-quality architectural and landscape design.

CONDITIONS OF APPROVAL
Conditions of approval are proposed for the project and are contained in Attachment 3.

ENVIRONMENTAL REVIEW
The action being considered reflects the determination contained within the Addendum to the 1530/1540 Pomeroy Avenue Residential Project IS/MND, pursuant to the California Environmental Quality Act (CEQA) Guidelines Section 15164. The addendum concluded that pursuant to CEQA Guidelines Section 15162 that no subsequent Negative Declaration is necessary.

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PUBLIC CONTACT
Public contact was made by posting the Development Review Hearing agenda on the City’s officialnotice 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. 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.

A public hearing notice was mailed to property owners within a 1,000-foot radius of the project site on May 1, 2025. As of the writing of this report, planning staff has not received public comments for this application.

RECOMMENDATION
Consider the Addendum to the 1530/1540 Pomeroy Avenue Residential project Initial Study/Mitigated Negative Declaration (IS/MND) and Approve the Architectural Review for the for demolition of two existing one-story single-family residences and the construction of 11 three-story townhomes with 22 surface parking spaces located at 1530/1540 Pomeroy, subject to the findings and conditions of approval.

Prepared by: Nimisha Agrawal, Senior Planner, Community Development Department Approved by: Sheldon S. Ah Sing, Development Review Officer, Community Development Department

ATTACHMENTS

1. Vicinity Map

2. Project Data and Compliance Table

3. Web Links- Project Website and Addendum to 2021 IS-MND

4. Conditions of Approval

5. Development Plans
City of Santa Clara Page 5 of 5 Printed on 5/7/2025
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Vicinity Map
Legend
Base Layers
Site Addresses
Single
Utility
Streets
Air Parcels
Land Parcels
Land Parcels
Flood Control Easement
Right of Ways
Zoning
Land Parcels
MUCC - Mixed Use Community
Commercial
Notes
PLN24-00568
created on 04/22/2025 12:12:01
0 200 400
ft
This map is a user generated static output from an Internet mapping site and is for reference only. Data layers that appear on this map may or may not be accurate, current, or otherwise reliable.

NAD_1983_2011_StatePanel_California_III_FIPS_0403_Ft_US ©City of Santa Clara THIS MAP IS NOT TO BE USED FOR NAVIGATION Vicinity Map (Zoning) - 1530-1540 Pomeroy Ave
N
Legend • Cityof
Santa Clara T C-..tl l'O -~,......
♦
Residential
D Rl -6L - Single family
Rl -8L - Single family
R2 - Low Density Residential
R3 - Medium Density Residential
R4 - High Density Residential
RS - Very High Density Residentia I
- TN - Trans~ Neighborhood
UC - Urban Center
UV - Urban Village
VR - Village Residential
- PH-RS - Pabi ck Herny -
Ve1y High Density Residential
HDf - High Density Flex
E] LSAP - Lawrence Station Area Plan
Mixed Use
- MUCC - Mixed Use
Community Comma-cial
@ MUNC - Mixed Use
Neighborhood Commercial
~ MURC - Mixed Use
Regional Commercial
[iiii] SCS - Santa d ara Station Focus Area
Public / Open Space
OS - Parks/ Open Space
- PQP · Public / Quasi Public
Commercial
CC - Community Commercial
CN · Neighborhood Commercial
- CR - Commercial Regional
Industrial
HI - Industrial Heavy
LI - Industrial Light
Office - R&D
HO-RD - Office/R&D-High Intensity
LO-RD - Low-Intensity Office/R&D
Form Based
- DNlW - Downtown
Planned Development
PD - Planned Development
PD-MC - Plamed Development
Master Comm unity
Attachment 2: Project Data/Compliance
Project Address: 1530/1540 Pomeroy Avenue Project Number: PLN2025-00568 Zoning: 1530 Pomeroy: R3, 1540 Pomeroy: MU-CC
Standard Existing Proposed Requirement Complies?
(Y/N)
Lot Area (SF) (min): 0.48 acres No
Change
1530 Pomeroy Ave 10,080 sq. ft
(0.23 acres)
No
Change
8,500 sq. ft. Y
1540 Pomeroy Ave 10,920 sq. ft.
(0.25 acres)
No
Change
- -
Lot Area per Dwelling Unit
(SF):
1,100 1,909
Building Square Footage (SF)
1530 Pomeroy Ave 840 8,750 -- --
1540 Pomeroy Ave 870 11,700 -- --
Accessory Building
Area 1530 Pomeroy
Attached One
car garage
1,100 -
Accessory Building
Area 1540 Pomeroy
Attached One
car garage
2,400
Total: 2,200 23,950 -- --
Building Coverage (%)
Building Coverage 11% 38.5%
1530 Pomeroy Setbacks (FT)
Front: 20 15 10 Y
Side (left):
(right):
5 5
6 10
5 5
Y
Rear: 20 37 15 Y
1540 Pomeroy Setbacks (FT)
Front: 20 13 5-10 Y
Side (left):
(right):
5 5
10’
8’-13’-9”
None Y
Rear: 20 20 10 Y
Height (FT)
1530 Pomeroy One-story 36’, 32’
within 20’
of R1
property to
south and
west
40’, 32’ within 20’
of R1 zoned
property
Y
1540 Pomeroy One-story 37’ 40’, 32’ within 20’
of R1 zoned
property
y
Parking:

Standard Existing Proposed Requirement Complies?
(Y/N)
Is the site Gov. Code 65863.2 (AB 2097) eligible?
Off-Street: 4 22 17 Yes
Guest: - 5 -
Class 1 Bicycle: - 2
Class 2 Bicycle: - 11
Landscaping
Open Landscaped Area:

Private recreation space: - 9 units
have a
private
patio
60 sq. ft. for 50%
of the units (1530
Pomeroy)
Y
Common recreation
space (per unit):
- 1,100 200 sq. ft. (1530
Pomeroy)
Y
Web Links- Project Website and Addendum to 2021 IS/MND
Project Website:

Here you will find a summary of the project and information regarding past community meetings and prior plan submittals.
1530-1540 Pomeroy Avenue - Residential Project | Projects Listing | City of Santa Clara Environmental Website:

Here you will find documents related to the 2021 environmental assessment of the project and any information regarding meetings related to the environmental assessment of the project. 1530-1540 Pomeroy Avenue - Residential Project (CEQA) | CEQA Pending Approvals Directory | City of Santa Clara
Link to the Addendum to the 2021 IS/MND prepared for the current proposal. https://www.santaclaraca.gov/home/showpublisheddocument/86853/638809166002874116 These documents are available for viewing in the Community Development Department ________________________________________________________________________________ Development Review Hearing

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City Council and Authorities ConcurrentSeptember 23, 2025

City Council and Authorities Concurrent
September 23, 2025