Agenda packet — City Council and Authorities Concurrent, January 13, 2026 (part 3 of 5)

,I.
,
City of Santa Clara
and Department of California Highway Patrol
Agreement #24R340002
Exhibit A page l of 2

EXHIBIT A
(Standard Agreement)

SCOPE OF WORK
1 . The Contractee, City of Santa Clara agrees to reimburse the Department of California Highway Patrol (CHP) for costs associated with traffic control related services for planned events at the Levi's Stadium provided by the CHP San Jose Area office.

2. The services shall be provided during:

The hours of duty performed by CHP Peace Officer(s) under this Agreement are those mutually agreed upon by the Project Representatives listed below, or designees. Any changes to the proposed plan such as additional hours, dates, and sites for traffic control can be requested and/or on an "as needed" basis and must be mutually agreed upon by the local CHP command and the City of Santa Clara.

3. The services shall be provided at:

Levi's Stadium
4900 Marie P Debartolo Way
Santa Clara, CA 95054

4. The Project Representatives during the term of this Agreement will be:

STATE AGENCY CONTRACTEE
De artme nt of California Hi Cit of Santa Clara

NAME NAME
Sean Fitzgerald, Lieutenant Patrick Nikolai, Chief of Police TELEPHONE NUM6ER EMAIL TELEPHONE NUMBER
408 9 6 1-0900 408 615-4890 408 261-9165
Direct all inquiries to :

STATE AGENCY CONTRACTEE
Depa rtment of California Hiqhwav Patrol City of Santa Clara SECTioN/UNIT SECTION/UNIT
Business Services Section/CSU Santa Clara Police Depart ment

ATTENTION ATTENTION
Kellie Au, Contract Analyst Richard Fitting, Captain

ADDRESS ADDRESS
601 North 7th Street 601 El Camino Real
Sacramento, CA 9581 l Santa Clara, CA 95050
TEU:PHONE NUMBER EMAIL TELEPHONE NUMBER EMAIL
(916) 843-4344 Kellie.au @chQ.ca .gov ( 408) 6 1 5-4804 Rf itting @sa ntac!ara ca .gov SCOPE OF WORK (Continued)
City of Santa Clara
and Department of California Highway Patrol
Agreement #24R340002
Exhibit A page 2 of 2

EXHIBIT A
(Standard Agreement)

4. Detailed description of work to be performed :

A. CHP San Jose Area office shall provide CHP Peace Officer(s) with vehicles and coordinate traffic control. CHP Peace officer(s) may assist with other public safety needs, including but not limited to fixed or mobile positions to support law enforcement event operations . Should the CHP San Jose Area be unable to fill the necessary staffing, the shortage of CHP Peace Officers will be utilized from out-of-Area uniformed personnel.

B. The traffic enforcement service to be performed by CHP Peace Officer(s) under this Agreement, including the standards of performance, discipline and control thereof, shall be the responsibility of CHP.

C. It is understood by City of Santa Clara that billing of CHP Peace Officer(s) time shall be from portal to portal (CHP Area office to the service location and return to CHP Area office) except as specified in Item D.

D. If the CHP Peace Officer(s) has reported to the assigned location and has worked less than four (4) hours, City of Santa Clara agrees to pay every assigned CHP Peace Officer(s) a minimum of four (4) hours overtime. Exception: This does not apply to those cases when the hours worked is part of an extended shift.

E. If the CHP Peace Officer(s) report(s) to the assigned service location and if for any reason CHP reassigns the Peace Officer(s) away from the service location, City of Santa Clara will be billed only for the Peace Officer(s) actual time incurred from the CHP Area office to the service location and for the time spent at the assigned service location covered under this Agreement.

5. CANCELLATION
A. City of Santa Clara shall not be charged for service cancellations made more than twenty-four (24) hours prior to the scheduled assignment.

B. City of Santa Clara agrees that if service cancellation is made within twenty-four (24) hours prior to the scheduled assignment and the assigned CHP Peace Officer(s) cannot be notified of such service cancellation, a minimum of four (4) hours overtime shall be charged for each assigned CHP Peace Officer.

C. City of Santa Clara agrees that if service cancellation is made within 24 hours prior to the scheduled assignment and CHP officer(s) is notified of such service cancellation, City of Santa Clara shall only be charged a short notice service cancellation fee of $50.00 per assigned CHP Peace Officer(s).

D. All service cancellation notices to CHP must be made during normal CHP business hours of 8:00 a.m. to 5:00 p.m., Monday through Friday, excluding State holidays.

E. The CHP agrees to make reasonable efforts to notify the assigned CHP Peace Officer(s) of the service cancellation.

City of Santa Clara
and Department of California Highway Patrol
Agreement #24R340002
Exhibit B page 1 of 1

EXHIBIT B
(Standard Agreement)

BUDGET DETAIL AND PAYMENT PROVISIONS
1 . Invoicing and Payment
A. The CHP shall provide City of Santa Clara with an itemized invoice which details all CHP costs for traffic control services under this Agreement.

Monthly itemized invoices will be submitted in duplicate to:

City of Santa Clara
Santa Clara Police Department
601 El Camino Real
Santa Clara, CA 95050
Attn: Jenifer Silveria, Office Specialist
Phone: ( 408) 615-4814
City of Santa Clara agrees to pay CHP within thirty (30) days after the date of the invoice.

8. In consideration for the traffic control services contained here, the City of Santa Clara agrees to reimburse the CHP upon receipt of an itemized invoice, for both the actual hours worked by CHP Peace Officer(s) (at the overtime rate described below), and at the time services are provided .

The rates indicated in this Agreement are for estimate purposes only. It is understood by both parties that rate increases in salary and benefits are governed by collective bargaining agreements and/or statute and that no advance written notification is necessary prior to implementing the increased rates. In the event the CHP is granted a rate increase, the City of Santa Clara shall pay the increased rate. The following information is the CHP's Peace Officer(s) overtime and mileage rates effective Fiscal Year 23/24, until superseded:

CLASSIFICATION
CHP Officer
CHP Sergeant
MIC Sergeant
Pilot Officer
Flight Officer
Airplane
CHP Automobile
CHP Motorcycle

OVERTIME RATE
$ 122.51 per hour
$ 149 .05 per hour
$ 154. 98 per hour
$ 143.13 per hour
$ 128.01 per hour
$ 850.62 per hour
$ 1 .66 per mile
$ 1 .60 per mile

SPECIAL TERMS AND CONDITIONS
City of Santa Clara
and Department of California Highway Patrol
Agreement #24R340002
Exhibit D page 1 of 2

EXHIBIT D
(Standard Agreement)

1. The CHP and City of Santa Clara agree this Agreement may be canceled by either party with thirty (30) days advance written notice.

2. In the event of an emergency, this Agreement may be canceled by either party without prior notice.

3. The CHP and City of Santa Clara, agree that this Agreement may be amended by written mutual consent of the parties hereto.

4. Unforeseen events may require CHP Peace Officer(s) to expend hours in excess of the original estimate. Any costs in excess of the original estimated amount will be processed by appropriate amendment to the Agreement, to reflect the actual costs incurred.

5. Additional charges may be assessed for CHP supplies, additional equipment utilized, damage to property repaired or replaced at state expense, which are directly related to the services provided herein, but only to the extent such supplies or additional equipment are specifically requested in writing by City of Santa Clara or such need for repair or replacement of property arises directly from City of Santa Clara gross misconduct or willful negligence with respect to the property .

6. Gifts, donations, or gratuities may not be accepted by CHP employees in their own behalf or on behalf of the Department, informal squad club, or other local funds.

7. City of Santa Clara agrees that the awarding department, the Department of General Services, the Bureau of State Audits, or their designated representative shall have the right to review and to copy and records and supporting documentation pertaining to the performance of this Agreement. City of Santa Clara agrees to maintain such records for possible audit for a minimum of three (3) years after final payment, unless a longer period of records retention is stipulated. City of Santa Clara agrees to allow the auditor(s) access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such records. Further, City of Santa Clara agrees to include a similar right of the State to audit records and interview staff in any subcontract related to performance of this Agreement. (Gov. Code §8546.7, Pub. Contract Code§ l 0115 et CCR Title 2, Section 1896).

8. Any dispute concerning a question of fact arising under the terms of this agreement which is not disposed within a reasonable period of time (ten days) by the parties normally responsible for the administration of this contract shall be brought to the attention of the Administrative Services Officer (or designated representative) of each organization for joint resolution. ,I.
,
City of Santa Clara
and Department of California Highway Patrol
Agreement #24R340002
Exhibit D page 2 of 2

EXHIBIT D
(Standard Agreement)
SPECIAL TERMS AND CONDITIONS (Continued)

9. The City of Santa Clara agrees to provide CHP with a resolution, motion, order or ordinance of the governing body, which authorizes execution of this Agreement, and indicates the individual who is authorized to sign the Agreement on behalf of City of Santa Clara.

CCC 04/2017

CERTIFICATION
I, the official named below, CERTIFY UNDER PENAL TY OF PERJURY that I am duly authorized to legally bind the prospective Contractor to the clause(s) listed below. This certification is made under the laws of the State of California.

Contractor/Bidder Firm Name (Printed) Federal ID Number I By (Authorized Signature)
Printed Name and Title of Person Signing
Date Executed Executed in the County of

CONTRACTOR CERTIFICATION CLAUSES

1. STATEMENT OF COMPLIANC E: Contractor has, unless exempted, complied with the nondiscrimination program requirements. (Gov. Code § 12990 (a-t) and CCR, Title 2, Section 11102) (Not applicable to public entities .)

2. DRUG-FREE WORKPLAC E REQUIREMENTS: Contractor will comply with the requirements of the Drug-Free Workplace Act of 1990 and will provide a drug-free workplace by taking the following actions:
a. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations.
b. Establish a Drug-Free Awareness Program to inform employees about:
1) the dangers of drug abuse in the workplace;
2) the person's or organization's policy of maintaining a drug-free workplace; 3) any available counseling, rehabilitation and employee assistance programs; and, 4) penalties that may be imposed upon employees for drug abuse violations. c. Every employee who works on the proposed Agreement will:
1) receive a copy of the company's drug-free workplace policy statement; and, 2) agree to abide by the terms of the company's statement as a condition of employment on the Agreement.

Failure to comply with these requirements may result in suspension of payments under the Agreement or termination of the Agreement or both and Contractor may be ineligible for award of any future State agreements if the department determines that any of the following has occurred: the Contractor has made false certification, or violated the I
certification by failing to carry out the requirements as noted above. (Gov. Code §8350 et seq.)

3. NATIONAL LABOR RELATIONS BOARD CERTIFICATION: Contractor certifies that no more than one (1) final unappealable finding of contempt of court by a Federal court has been issued against Contractor within the immediately preceding two-year period because of Contractor's failure to comply with an order of a Federal court, which orders Contractor to comply with an order of the National Labor Relations Board. (Pub.

Contract Code § 10296) (Not applicable to public entities.)

4. CONTRACTS FOR LEGAL SERVICES $50,000 OR MORE- PRO BONO REQUIREMENT: Contractor hereby certifies that Contractor will comply with the requirements of Section 6072 of the Business and Professions Code, effective January 1, 2003.

Contractor agrees to make a good faith effort to provide a minimum number of hours of pro bono legal services during each year of the contract equal to the lessor of 30 multiplied by the number of full-time attorneys in the firm's offices in the State, with the number of hours prorated on an actual day basis for any contract period of less than a full year or 10% of its contract with the State.

Failure to make a good faith effort may be cause for non-renewal of a state contract for legal services, and may be taken into account when determining the award of future contracts with the State for legal services.

5. EXPATRlA TE CORPORA TlONS: Contractor hereby declares that it is not an expatriate corporation or subsidiary of an expatriate corporation within the meaning of Public Contract Code Section 10286 and 10286.1, and is eligible to contract with the State of California.

6. SWEA TFREE CODE OF CONDUCT:
a. All Contractors contracting for the procurement or laundering of apparel, garments or corresponding accessories, or the procurement of equipment, materials, or supplies, other than procurement related to a public works contract, declare under penalty of perjury that no apparel, garments or corresponding accessories, equipment, materials, or supplies furnished to the state pursuant to the contract have been laundered or produced in whole or in part by sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor, or with the benefit of sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor. The contractor further declares under penalty of perjury that they adhere to the Sweatfree Code of Conduct as set forth on the California Department oflndustrial Relations website located at www.dir.ca.gov , and Public Contract Code Section 6108. b. The contractor agrees to cooperate fully in providing reasonable access to the contractor's records, documents, agents or employees, or premises if reasonably required by authorized officials of the contracting agency, the Department oflndustrial Relations, or the Department of Justice to determine the contractor's compliance with the requirements under paragraph (a).

7. DOMESTIC PARTNERS: For contracts of$100,000 or more, Contractor certifies that Contractor is in compliance with Public Contract Code section l 0295.3.

8. GENDER IDENTITY: For contracts of$ l 00,000 or more, Contractor certifies that Contractor is in compliance with Public Contract Code section l 0295 .35.

DOING BUSINESS WITH THE STATE OF CALIFORNIA
The following laws apply to persons or entities doing business with the State of California.
l. CONFLICT OF INTEREST: Contractor needs to be aware of the following provisions regarding current or former state employees. If Contractor has any questions on the status of any person rendering services or involved with the Agreement, the awarding agency must be contacted immediately for clarification.

Current State Employees (Pub. Contract Code § l 04 l 0):
1). No officer or employee shall engage in any employment, activity or enterprise from which the officer or employee receives compensation or has a financial interest and which is sponsored or funded by any state agency, unless the employment, activity or enterprise is required as a condition of regular state employment. 2). No officer or employee shall contract on his or her own behalf as an independent contractor with any state agency to provide goods or services.

Former State Employees (Pub. Contract Code § l 041 l ):
1). For the two-year period from the date he or she left state employment, no former state officer or employee may enter into a contract in which he or she engaged in any of the negotiations, transactions, planning, arrangements or any part of the decision-making process relevant to the contract while employed in any capacity by any state agency. 2). For the twelve-month period from the date he or she left state employment, no former state officer or employee may enter into a contract with any state agency if he or she was employed by that state agency in a policy-making position in the same general subject area as the proposed contract within the 12-month period prior to his or her leaving state service.

If Contractor violates any provisions of above paragraphs, such action by Contractor shall render this Agreement void. (Pub. Contract Code § I 0420) Members of boards and commissions are exempt from this section if they do not receive payment other than payment of each meeting of the board or commission, payment for preparatory time and payment for per diem. (Pub. Contract Code § 10430 ( e )) I

2. LABOR CODE/WORK ERS' COMPENSATION: Contractor needs to be aware of the provisions which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions, and Contractor affirms to comply with such provisions before commencing the performance of the work of this Agreement. (Labor Code Section 3700)

3. AMERICANS WITH DISABILITIES ACT: Contractor assures the State that it complies with the Americans with Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA. (42 U.S.C. 12101 et seq.)

4. CONTRACTOR NAME CHANGE: An amendment is required to change the Contractor's name as listed on this Agreement. Upon receipt oflegal documentation of the name change the State will process the amendment. Payment of invoices presented with a new name cannot be paid prior to approval of said amendment.

5. CORPORATE QUALIFICATIONS TO DO BUSINESS IN CALIFORNIA:
a. When agreements are to be performed in the state by corporations, the contracting agencies will be verifying that the contractor is currently qualified to do business in California in order to ensure that all obligations due to the state are fulfilled. b. "Doing business" is defined in R&TC Section 23101 as actively engaging in any transaction for the purpose of financial or pecuniary gain or profit. Although there are some statutory exceptions to taxation, rarely will a corporate contractor performing within the state not be subject to the franchise tax.
c. Both domestic and foreign corporations (those incorporated outside of California) must be in good standing in order to be qualified to do business in California. Agencies will determine whether a corporation is in good standing by calling the Office of the Secretary of State.

6. RESOLUTION: A county, city, district, or other local public body must provide the State with a copy of a resolution, order, motion, or ordinance of the local governing body which by law has authority to enter into an agreement, authorizing execution of the agreement.

7. AIR OR WATER POLLUTION VIOLATION: Under the State laws, the Contractor shall not be: (1) in violation of any order or resolution not subject to review promulgated by the State Air Resources Board or an air pollution control district; (2) subject to cease and desist order not subject to review issued pursuant to Section 13301 of the Water Code for violation of waste discharge requirements or discharge prohibitions; or (3) finally determined to be in violation of provisions of federal law relating to air or water pollution.

8. PA YEE DAT A RECORD FORM STD. 204: This form must be completed by all contractors that are not another state agency or other governmental entity.

General Terms and Conditions (GTC 04/2017)

EXHIBIT C

1. APPROVAL: This Agreement is of no force or effect until signed by both parties and approved by the Department of General Services , if required . Contractor may not commence performance until such approval has been obtained.

2. AMENDMENT: No amendment or variation of the terms of this Agreement shall be valid unless made in writing, signed by the parties and approved as required. No oral understanding or Agreement not incorporated in the Agreement is binding on any of the parties.

3. ASSIGNMENT: This Agreement is not assignable by the Contractor, either in whole or in part, without the consent of the State in the form of a formal written amendment.

4. AUDIT: Contractor agrees that the awarding department, the Department of General Services, the Bureau of State Audits, or their designated representative shall have the right to review and to copy any records and supporting documentation pertaining to the performance of this Agreement. Contractor agrees to maintain such records for possible audit for a minimum of three (3) years after final payment, unless a longer period of records retention is stipulated. Contractor agrees to allow the auditor(s) access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such records. Further, Contractor agrees to include a similar right of the State to audit records and interview staff in any subcontract related to performance of this Agreement. (Gov. Code §8546.7, Pub. Contract Code §10115 et seq., CCR Title 2, Section 1896).

5. INDEMNIFICATION: Contractor agrees to indemnify, defend and save harmless the State, its officers, agents and employees from any and all claims and losses accruing or resulting to any and all contractors, subcontractors, suppliers, laborers, and any other person, firm or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this Agreement, and from any and all claims and losses accruing or resulting to any person, firm or corporation who may be injured or damaged by Contractor in the performance of this Agreement.

6. DISPUTES: Contractor shall continue with the responsibilities under this Agreement during any dispute.

7. TERMINATION FOR CAUSE: The State may terminate this Agreement and be relieved of any payments should the Contractor fail to perform the requirements of this Agreement at the time and in the manner herein provided. In the event of such termination the State may proceed with the work in any manner deemed proper by the State. All costs to the State shall be deducted from any sum due the Contractor under this Agreement and the balance, if any, shall be paid to the Contractor upon demand.

8. INDEPENDENT CONTRACTOR : Contractor, and the agents and employees of Contractor, in the performance of this Agreement, shall act in an independent capacity and not as officers or employees or agents of the State.

9. RECYCLING CERTIFICATION: The Contractor shall certify in writing under penalty of perjury, the minimum, if not exact, percentage of post-consumer material as defined in the Public Contract Code Section 12200, in products, materials, goods, or supplies offered or sold to the State regardless of whether the product meets the requirements of Public Contract Code Section 12209. With respect to printer or duplication cartridges that comply with the requirements of Section 12156(e), the certification required by this subdivision shall specify that the cartridges so comply (Pub. Contract Code §12205).

10. NON-DISCRIMINATION CLAUSE: During the performance of this Agreement, Contractor and its subcontractors shall not deny the contract's benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they discriminate unlawfully against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. Contractor shall insure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. Contractor and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12900 et seq.), the regulations promulgated thereunder (Cal. Code Regs., tit. 2, §11000 et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code §§11135-11139.5), and the regulations or standards adopted by the awarding state agency to implement such article. Contractor shall permit access by representatives of the Department of Fair Employment and Housing and the awarding state agency upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours' notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or Agency shall require to ascertain compliance with this clause. Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. (See Cal. Code Regs., tit. 2, §11105.)
Contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the Agreement.

11. CERTIFICATION CLAUSES: The CONTRACTOR CERTIFICATION CLAUSES contained in the document CCC 04/2017 are hereby incorporated by reference and made a part of this Agreement by this reference as if attached hereto.

12. TIMELINESS: Time is of the essence in this Agreement.

13. COMPENSATION: The consideration to be paid Contractor, as provided herein, shall be in compensation for all of Contractor's expenses incurred in the performance hereof, including travel, per diem, and taxes, unless otherwise expressly so provided.

14. GOVERNING LAW: This contract is governed by and shall be interpreted in accordance with the laws of the State of California.

15. ANTITRUST CLAIMS: The Contractor by signing this agreement hereby certifies that if these services or goods are obtained by means of a competitive bid, the Contractor shall comply with the requirements of the Government Codes Sections set out below.
a. The Government Code Chapter on Antitrust claims contains the following definitions:
1) "Public purchase" means a purchase by means of competitive bids of goods, services, or materials by the State or any of its political subdivisions or public agencies on whose behalf the Attorney General may bring an action pursuant to subdivision ( c) of Section 16750 of the Business and Professions Code.
2) "Public purchasing body" means the State or the subdivision or agency making a public purchase. Government Code Section 4550. b. In submitting a bid to a public purchasing body, the bidder offers and agrees that if the bid is accepted, it will assign to the purchasing body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act ( Chapter 2 ( commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or services by the bidder for sale to the purchasing body pursuant to the bid. Such assignment shall be made and become effective at the time the purchasing body tenders final payment to the bidder.

Government Code Section 4552.
c. If an awarding body or public purchasing body receives, either through judgment or settlement, a monetary recovery for a cause of action assigned under this chapter, the assignor shall be entitled to receive reimbursement for actual legal costs incurred and may, upon demand, recover from the public body any portion of the recovery, including treble damages, attributable to overcharges that were paid by the assignor but were not paid by the public body as part of the bid price, less the expenses incurred in obtaining that portion of the recovery. Government Code Section 4553. d. Upon demand in writing by the assignor, the assignee shall, within one year from such demand, reassign the cause of action assigned under this part if the assignor has been or may have been injured by the violation of law for which the cause of action arose and (a) the assignee has not been injured thereby, or (b) the assignee declines to file a court action for the cause of action. See Government Code Section 4554.

16. CHILD SUPPORT COMPLIANCE ACT: For any Agreement in excess of $100,000, the contractor acknowledges in accordance with Public Contract Code 7110, that:
a. The contractor recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of the Family Code; and
b. The contractor, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department.

17. UNENFORCEAB LE PROVISION: In the event that any provision of this Agreement is unenforceable or held to be unenforceable, then the parties agree that all other provisions of this Agreement have force and effect and shall not be affected thereby.

18. PRIORITY HIRING CONSIDERATIONS : If this Contract includes services in excess of $200,000, the Contractor shall give priority consideration in filling vacancies in positions funded by the Contract to qualified recipients of aid under Welfare and Institutions Code Section 11200 in accordance with Pub. Contract Code §10353 .

19. SMALL BUSINESS PARTICIPATION AND DVBE PARTICIPATION REPORTING REQUIREMENTS:
a. If for this Contract Contractor made a commitment to achieve small business participation, then Contractor must within 60 days of receiving final payment under this Contract (or within such other time period as may be specified elsewhere in this Contract) report to the awarding department the actual percentage of small business participation that was achieved. (Govt. Code§ 14841.)
b. If for this Contract Contractor made a commitment to achieve disabled veteran business enterprise (DVBE) participation, then Contractor must within 60 days of receiving final payment under this Contract (or within such other time period as may be specified elsewhere in this Contract) certify in a report to the awarding department: (1) the total amount the prime Contractor received under the Contract; (2) the name and address of the DVBE(s) that participated in the performance of the Contract; (3) the amount each DVBE received from the prime Contractor; (4) that all payments under the Contract have been made to the DVBE; and (5) the actual percentage of DVBE participation that was achieved. A person or entity that knowingly provides false information shall be subject to a civil penalty for each violation. (Mil. & Vets. Code§ 999.5(d); Govt. Code§ 14841.)
V

State of California-Transportation Agency GAVIN NEWSOM, Governor

DEPARTMENT OF CALIFORNIA HIGHWAY PATROL
Business Services Section
Contract Services Unit
601 N. 7th Street
Sacramento, CA 95811
(916) 843-3610
(800) 735-2929 (TT/TDD)
(800) 735-2922 (Voice)
November 24, 2025
City of Santa Clara (Santa Clara Police Department)
601 El Camino Real
Santa Clara. CA 95050
Subject: Agreement Number 25R340003-0
Congratulations, you have been awarded the agreement. Please complete the following marked item(s) and return to the above address within ten (10) business days:
<./ STD.213, Standard Agreement with attached exhibits. Sign the first page of the STD. 213, sign the additional single STD. 213, and return both copies.

STD. 213A, Standard Agreement Amendment. Sign the first page of the STD. 213A, sign the additional single STD. 213A, and return both copies.

STD. 210, Short Form Contract. Sign and return both copies.

STD. 204, Payee Data Record. Complete and return.
<./ CCC, Contractor Certification Clauses. Complete and return.

Obtain and forward the liability insurance certificate required by the terms of the Agreement. _y_ Resolution, motion, order, or ordinance from the local governing body authorizing this Agreement.

STD. 807, Payment Bond. Complete and return one copy.
<./ CHP 28, Voluntary Statistical Data. Complete and return.

CHP 78V. Conflict of Interest & CHP 116, Darfur Certification Letter of Agreement. Sign and return both copies.

Contract status.

The enclosed agreement is signed on behalf of the Department of California Highway Patrol. Process and when approved, return an original to this office.

The enclosed approved agreement is for your records. You are now authorized to provide services.

KELLIE AU
Contract Analyst
Enclosures
Safety, Service, and Security An Internationally Accredited Agency Cover Letter_0119.xft
SCO ID: 2720-25R340003
STATE OF CALIFORNIA-DEPARTMENT OF GENERAL SERVICES ,-------------.--- - ---- - -----------.

STANDARD AGREEMENT AGREEMENT NUMBER
25R340003
PURCHASING AUTHORITY NUMBER (If Applicable)
STD 213 (Rev. 04/2020)

1. This Agreement is entered into between the Contracting Agency and the Contractor named below :

CONTRACTING AGENCY NAME
Department of California Highway Patrol

CONTRACTOR NAME
City of Santa Clara

2. The term of this Agreement is:

START DATE
02/01/2026

THROUGH END DATE
02/09/2026

3. The maximum amount of this Agreement is:
$1,100,000.00 (One Millions One Hundred Thousand Dollars and Zero Cents)

4. The parties agree to comply with the terms and conditions of the following exhibits, which are by this reference made a part of the Agreement.

Exhibits Title
Exhibit A Scope of Work
Exhibit B Budget Detail and Payment Provisions
Exhibit C * General Terms and Conditions (GTC) 02/2025
+ - Exhibit D Special Terms and Conditions
-
Items shown with an asterisk('), are hereby incorporated by reference and made part of this agreement as if attac hed hereto.

These documents can be viewed at htrps://www.dqs .ca.qov/OL5/Resources IN WITNESS WHEREOF, THIS AGREEMENT HAS BEEN EXECUTED BY THE PARTIES HERETO.

CONTRACTOR
CONTRACTOR NAME (if other than an individual, state whether a corporation , partnership, etc.) City of Santa Clara

CONTRACTOR BUSINESS ADDRESS
601 El Camino Real

PRINTED NAME OF PERSON SIGNING

CONTRACTOR AUTHORIZED SIGNATURE

STATE OF CALIFORNIA

CONTRACTING AGENCY NAME
Department of California Highway Patrol

CONTRACTING AGENCY ADDRESS
601 North 7th Street

PRINTED NAME OF PERSON SIGNING

CONTRACTING AGENCY AUTHORIZED SIGNATURE

CALIFORNIA DEPARTMENT OF GENERAL SERVICES APPROVAL
CITY
Santa Clara
ffiLE

DATE SIGNED
CITY
Sacramento
ffiLE

DATE SIGNED
EXEMPllON (If Applicable)
Pages
2 1
*
2 !
STATE
CA
'
ZIP
95050
!
STATE
CA I
ZIP
95811

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Department of California Highway Patrol
and City of Santa Clara
Agreement #25R340003
Exhibit A page 1 of 2

EXHIBIT A
(Standard Agreement)

SCOPE OF WORK

1. The Contractee , City of Santa Clara agrees to reimburse the Department of California Highway Patrol (CHP) for costs associated with traffic control related services for Super Bowl LX at the Levi's Stadium provided by the CHP San Jose Area office.

2. The services shall be provided during:

The hours of duty performed by CHP Peace Officer(s) under this Agreement are those mutually agreed upon by the Project Representatives listed below, or designees . Any changes to the proposed plan such as additional hours, dates, and sites for traffic control can be requested and/or on an "as needed" basis and must be mutually agreed upon by the local CHP command and the City of Santa Clara.

3. The services shall be provided at:

Levi's Stadium
4900 Marie P Debartolo Way
Santa Clara, CA 95054

4. The Project Representatives during the term of this Agreement will be:

STATE AGENCY
De artment of California Hi
NAME
Chris Pia, Lieutenant

TELEPHONE NUMBER EMAIL
408 961-0900
Direct all inquiries to:

STATE AG ENCY
Dep artment of Ca lifornia HiQhway Patrol

SECTION/ UNIT
Business Services Section/CSU

ATTENTION
Kellie Au, Contract Manager

ADDRESS
601 North 7th Street
Sacrame nto, CA 95811
TEl.f PHONE NUMBER I EMAIL
(916) 843-4344 [email protected]

CONTRACTEE
Cit of Santa Clara
NAME
Cory Morgan, Chief of Police

TELEPHONE NUMBER
408 615-4890 408 261-9165
CONTRACTEI:

City of Santa Clara

SECTION/UNIT
Santa Clara Police Dep artment

ATTENTION
Arie Enos, Lieutenant

ADDRESS
601 El Camino Real
Santa Clara , CA 95050

TEUEPHONE NUMBER I EMAIL
(408) 615-4844 [email protected]
SCOPE OF WORK (Continued)

EXHIBIT A
(Standard Agreement)

5. Detailed description of work to be performed :

Department of California Highway Patrol
and City of Santa Clara
Agreement #25R340003
Exhibit A page 2 of 2
A. CHP San Jose Area office shall provide CHP Peace Officer(s) with vehicles and coordinate traffic control. CHP Peace officer(s) may assist with other public safety needs, including but not limited to fixed or mobile positions to support law enforcement event operations. Should the CHP San Jose Area be unable to fill the necessary staffing, the shortage of CHP Peace Officers will be utilized from out-of-Area uniformed personnel.

B. The traffic enforcement service to be performed by CHP Peace Officer(s) under this Agreement , including the standards of performance, discipline and control thereof, shall be the responsibility of CHP.

E. If the CHP Peace Officer(s) report(s) to the assigned service location and if for any reason CHP reassigns the Peace Officer(s) away from the service location, City of Santa Clara will be billed only for the Peace Officer(s) actual time incurred from the CHP Area office to the service locat ion and for the time spent at the assigned service location cove red under this Agreement.

6. CANCELLATION
A. City of Santa Clara shall not be charged for service cancellations made more than twenty-four (24) hours prior to the scheduled assignment.

C. City of Santa Clara agrees that if service cancellation is made within twenty-four (24) hours prior to the scheduled assignment and CHP officer(s) is notified of such service cancellation, City of Santa Clara shall only be charged a short notice service cancellation fee of $150.00 per assigned CHP Peace Officer(s) .

D. All service cancellation notices to CHP must be made during normal CHP business hours of 8:00 a.m . to 5:00 p.m., Monday through Friday, excluding State holidays.

E. The CHP agrees to make reasonable efforts to notify the assigned CHP Peace Officer(s) of the service cancellation.

Department of California Highway Patrol
and City of Santa Clara
Agreement #25R340003
Exhibit B page l of l

EXHIBIT B
(Standard Agreement)

BUDGET DETAIL AND PAYMENT PROVISIONS
l. Invoicing and Payment
A. The CHP shall provide City of Santa Clara with an itemized invoice which details all CHP costs for traffic control services under this Agreement.

Monthly itemized invoices will be submitted in duplicate to:

B. In consideration for the traffic control seNices contained here, the City of Santa Clara agrees to reimburse the CHP upon receipt of an itemized invoice, for both the actual hours worked by CHP Peace Officer(s) (at the overtime rate described below), and at the time seNices are provided.

CLASSIFICATION OVERTIME RA TE
CHP Officer $ 133.51 per hour
CHP Sergeant $ 1 62.43 per hour
M/C Sergeant $ 154.98 per hour
Pilot Officer $ 155.99 per hour
Flight Officer $ 139 .51 per hour
Airplane $ 739.96 per hour
CHP Automobile $ 2.05 per mile
CHP Motorcycle $ 2.07 per mile

SPECIAL TERMS AND CONDITIONS
Department of California Highway Patrol
and City of Santa Clara
Agreement #25R340003
Exhibit D page 1 of 2

EXHIBIT D
(Standard Agreement)
1 . The CHP and City of Santa Clara agree this Agreement may be canceled by either party with thirty (30) days advance written notice.

2. In the event of an emergency, this Agreement may be canceled by either party without prior notice.

3. The CHP and City of Santa Clara, agree that this Agreement may be amended by written mutual consent of the parties hereto.

6. Gifts, donations, or gratuities may not be accepted by CH P employees in their own behalf or on behalf of the Department, informal squad club, or other local funds.

Department of California Highway Patrol
and City of Santa Clara
Agreement #25R340003
Exhibit D page 1 of 2

EXHIBIT D
(Standard Agreement)
SPECIAL TERMS AND CONDITIONS (Continued)

CCC 04/2017

CERTIFICATION
I, the official named below , CERTIFY UNDER PENALTY OF PERJURY that I am duly authorized to legally bind the prospective Contractor to the clause(s) listed below. This certification is made under the laws of the State of California.

Contractor/Bidder Firm Name (Printed) Federal ID Number By (Authorized Signature)
Printed Name and Title of Person Signing
I Date Executed I Executed in the County of

CONTRACTOR CERTIFICATION CLAUSES
l. STATEMENT OF COMPLIANCE: Contractor has, unless exempted, complied with the nondiscrimination program requirements . (Gov . Code§ 12990 (a-f) and CCR, Title 2, Section 11 l 02) (Not applicable to public entities.)

2. DRUG-FREE WORKPLACE REQUIREMENTS: Contractor will comply with the requirements of the Drug-Free Workplace Act of 1990 and will provide a drug-free workplace by taking the following actions:
a. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations.
b. Establish a Drug-Free Awareness Program to inform employees about:
l) the dangers of drug abuse in the workplace;
2) the person's or organization's policy of maintaining a drug -free workplace; 3) any available counseling, rehabilitation and employee assistance programs ; and, 4) penalties that may be imposed upon employees for drug abuse violations. c. Every employee who works on the proposed Agreement will:
l J receive a copy of the company 's drug-free workplace policy statement; and, 2) agree to abide by the terms of the company's statement as a condition of employment on the Agreement.

Failure to comply with these requirements may result in suspension of payments under the Agreement or termination of the Agreement or both and Contractor may be ineligible for award of any future State agreements if the department determines that any of the following has occurred: the Contractor has made false certification, or I
violated the certification by failing to carry out the requirements as noted above. (Gov.

Code §8350 et seq.)

3. NATIONAL LABOR RELATIONS BOARD CERTIFICATION: Contractor certifies that no more than one ( l) final unappealable finding of contempt of court by a Federal court has been issued against Contractor within the immediately preceding two-year period because of Contractor's failure to comply with an order of a Federal court, which orders Contractor to comply with an order of the National Labor Relations Board. (Pub.

Contract Code § 10296) (Not applicable to public entities.)

4. CONTRACTS FOR LEGAL SERVICES $50,000 OR MORE- PRO BONO REQUIREMENT:

Contractor hereby certifies that Contractor will comply with the requirements of Section 6072 of the Business and Professions Code, effective January 1, 2003.

Contractor agrees to make a good faith effort to provide a minimum number of hours of pro bona legal services during each year of the contract equal to the lessor of 30 multiplied by the number of full time attorneys in the firm's offices in the State, with the number of hours prorated on an actual day basis for any contract period of less than a full year or 10% of its contract with the State.

5. EXPATRIATE CORPORATIONS: Contractor hereby declares that it is not an expatriate corporation or subsidiary of an expatriate corporation within the meaning of Public Contract Code Section 10286 and 10286.1, and is eligible to contract with the State of California.

6. SWEATFREE CODE OF CONDUCT:
a. All Contractors contracting for the procurement or laundering of apparel, garments or corresponding accessories, or the procurement of equipment, materials, or supplies, other than procurement related to a public works contract, declare under penalty of perjury that no apparel, garments or corresponding accessories, equipment, materials, or supplies furnished to the state pursuant to the contract have been laundered or produced in whole or in part by sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor, or with the benefit of sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor. The contractor further declares under penalty of perjury that they adhere to the Sweatfree Code of Conduct as set forth on the California Department of Industrial Relations website located at www.dir.ca.gov, and Public Contract Code Section 6108.
b. The contractor agrees to cooperate fully in providing reasonable access to the contractor's records, documents, agents or employees, or premises if reasonably required by authorized officials of the contracting agency, the Department of Industrial Relations, or the Department of Justice to determine the contractor's compliance with the requirements under paragraph (a).

7. DOM ESTIC PARTNERS: For contracts of $100,000 or more, Contractor certifies that Contractor is in compliance with Public Contract Code section 10295.3.

8. GENDER IDENTITY: For contracts of $100,000 or more, Contractor certifies that Contractor is in compliance with Public Contract Code section l 0295.35.

DOING BUSINESS WITH THE STATE OF CALIFORNIA
The following laws apply to persons or entities doing business with the State of California.

1. CONFLICT OF INTEREST: Contractor needs to be aware of the following provisions regarding current or former state employees . If Contractor has any questions on the status of any person rendering services or involved with the Agreement, the awarding agency must be contacted immediately for clarification.

Current State Employees (Pub. Contract Code § l 041 OJ:
l ). No officer or employee shall engage in any employment, activity or enterprise from which the officer or employee receives compensation or has a financial interest and which is sponsored or funded by any state agency , unless the employment, activity or enterprise is required as a condition of regular state employment. 2). No officer or employee shall contract on his or her own behalf as an independent contractor with any state agency to provide goods or services.

Former State Employees (Pub. Contract Code § l 0411):
l ). For the two-year period from the date he or she left state employment, no former state officer or employee may enter into a contract in which he or she engaged in any of the negotiations , transactions, planning, arrangements or any part of the decision making process relevant to the contract while employed in any capacity by any state agency.
2). For the twelve-month period from the date he or she left state employment, no former state officer or employee may enter into a contract with any state agency if he or she was employed by that state agency in a policy-making position in the same general subject area as the proposed contract within the 12-month period prior to his or her leaving state service.

If Contractor violates any provisions of above paragraphs, such action by Contractor shall render this Agreement void. (Pub. Contract Code § 10420) Members of boards and commissions are exempt from this section if they do not receive payment other than payment of each meeting of the board or commission, payment for preparatory time and payment for per diem. (Pub. Contract Code § 10430 (e))

2. LABOR COD E/WORKERS' COMPENSATION: Contractor needs to be aware of the provisions which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions, and Contractor affirms to comply with such provisions bet ore commencing the performance of the work of this Agreement . (Labor Code Section 3700)

4. CO NTRACTOR NAM E CHANGE: An amendment is required to change the Contractor's name as listed on this Agreement. Upon receipt of legal documentation of the name change the State will process the amendment. Payment of invoices presented with a new name cannot be paid prior to approval of said amendment.

6. RESOLUTION: A county, city, district, or other local public body must provide the State with a copy of a resolution, order , motion, or ordinance of the local governing body which by law has authority to enter into an agreement, authorizing execution of the agreement.

7. AIR OR WATER POLLUTION VIOLATION: Under the State laws, the Contractor shall not be: ( l) in violation of any order or resolution not subject to review promulgated by the State Air Resources Board or an air pollution control district; (2) subject to cease and desist order not subject to review issued pursuant to Section 13301 of the Water Code for violation of waste discharge requirements or discharge prohibitions; or (3) finally determined to be in violation of provisions of federal law relating to air or water pollution.

8. PAYEE DATA RECORD FORM STD. 204: This form must be completed by all contractor~ that are not another state agency or other governmental entity.

General Terms and Conditions (GTC 02;2025)

EXHIBIT C

1. APPROVAL: This Agreement is of no force or effect until signed by both parties and approved by the Department of General Services, if required. Contractor may not commence performance until such approval has been obtained.

3. ASSIGNMENT: This Agreement is not assignable by the Contractor, either in whole or in part, without the consent of the State in the form of a formal written amendment.

5. INDEMNIFICATION: Contractor agrees to indemnify, defend and save harmless the State, its officers, agents and employees from any and all claims and losses accruing or resulting to any and all contractors, subcontractors, suppliers, laborers, and any other person, firm or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this Agreement, and from any and all claims and losses accruing or resulting to any_ person, firm or corporation who may be injured or damaged by Contractor in the performance of this Agreement.

6. DISPUTES: Contractor shall continue with the responsibilities under this Agreement during any dispute.

8. INDEPENDENT CONTRACTOR: Contractor, and the agents and employees of Contractor, in the performance of this Agreement, shall act in an independent capacity and not as officers or employees or agents of the State.

9. RECYCLING CERTIFICATION : The Contractor shall certify in writing under penalty of perjury, the minimum, if not exact, percentage of post-consumer material as defined in the Public Contract Code Section 12200, in products, materials, goods, or supplies offered or sold to the State regardless of whether the product meets the requirements of Public Contract Code Section 12209. With respect to printer or duplication cartridges that comply with the requirements of Section 12156(e), the certification required by this subdivision shall specify that the cartridges so comply (Pub. Contract Code §12205).

10. NON-DISCRIMINAT ION CLAUSE: During the performance of this Agreement , Contractor and its subcontractors shall not deny the contract's benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they discriminate unlawfully against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. Contractor shall insure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. Contractor and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12900 et seq.), the regulations promulgated thereunder (Cal. Code Regs., tit. 2, §11000 et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code §§11135-11139.5), and the regulations or standards adopted by the awarding state agency to implement such article. Contractor shall permit access by representatives of the Department of Fair Employment and Housing and the awarding state agency upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours' notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or Agency shall require to ascertain compliance with this clause.

Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. (See Cal. Code Regs., tit. 2, §11105.) Contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the Agreement.

11. CERTIFICATION CLAUSES : The CONTRACTOR CERTIFICATION CLAUSES contained in the document CCC 04/2017 are hereby incorporated by reference and made a part of this Agreement by this reference as if attached hereto.

12. TIMELINESS: Time is of the essence in this Agreement.

14. GOVERNING LAW: This contract is governed by and shall be interpreted in accordance with the laws of the State of California.

15. ANTITRUST CLAIMS: The Contractor by signing this agreement hereby certifies that if these services or goods are obtained by means of a competitive bid, the Contractor shall comply with the requirements of the Government Codes Sections set out below.
a. The Government Code Chapter on Antitrust claims contains the following definitions:
1) "Public purchase" means a purchase by means of competitive bids of goods, services, or materials by the State or any of its political subdivisions or public agencies on whose behalf the Attorney General may bring an action pursuant to subdivision (c) of Section 16750 of the Business and Professions Code.
2) "Public purchasing body" means the State or the subdivision or agency making a public purchase. Government Code Section 4550. b. In submitting a bid to a public purchasing body, the bidder offers and agrees that if the bid is accepted, it will assign to the purchasing body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or services by the bidder for sale to the purchasing body pursuant to the bid. Such assignment shall be made and become effective at the time the purchasing body tenders final payment to the bidder.

Government Code Section 4552.
c. If an awarding body or public purchasing body receives, either through judgment or settlement, a monetary recovery for a cause of action assigned under this chapter, the assignor shall be entitled to receive reimbursement for actual legal costs incurred and may, upon demand, recover from the public body any portion of the recovery, including treble damages, attributable to overcharges that were paid by the assignor but were not paid by the public body as part of the bid price, less the expenses incurred in obtaining that portion of the recovery. Government Code Section 4553.
d. Upon demand in writing by the assignor, the assignee shall, within one year from such demand, reassign the cause of action assigned under this part if the assignor has been or may have been injured by the violation of law for which the cause of action arose and (a) the assignee has not been injured thereby, or (b) the assignee declines to file a court action for the cause of action. See Government Code Section 4554.

17. UNENFORCEABLE PROVISION: In the event that any provision of this Agreement is unenforceable or held to be unenforceable, then the parties agree that all other provisions of this Agreement have force and effect and shall not be affected thereby.

18. PRIORITY HIRING CONSIDERATIONS: If this Contract includes services in excess of $200,000, the Contractor shall give priority consideration in filling vacancies in positions funded by the Contract to qualified recipients of aid under Welfare and Institutions Code Section 11200 in accordance with Pub. Contract Code §10353.

20. LOSS LEADER: If this contract involves the furnishing of equipment, materials, or supplies then the following statement is incorporated: It is unlawful for any person engaged in business within this state to sell or use any article or product as a "loss leader" as defined in Section 17030 of the Business and Professions Code. (PCC 10344(e).)
21 . GENERATIVE Al DISCLOSURE OBLIGATIONS :
a. The following terms are in addition to the defined terms and shall apply to the Contract:
1) "Generative Al (GenAI)" means an artificial intelligence system that can generate derived synthetic content, including text, images, video, and audio that emulates the structure and characteristics of the system's training data. (Gov. Code § 11549.64.)
b. Contractor shall immediately notify the State in writing if it: (1) intends to provide GenAI as a deliverable to the State; or (2), intends to utilize GenAI, including GenAI from third parties, to complete all or a portion of any deliverable that materially impacts: (i) functionality of a State system, (ii) risk to the State, or (iii) Contract performance . For avoidance of doubt, the term "materially impacts" shall have the meaning set forth in State Administrative Manual (SAM) § 4986.2 Definitions for Ge17AI.
c. Notification shall be provided to the State designee identified in this Contract.
d. At the direction of the State, Contractor shall discontinue the provision to the State of any previously unreported GenAI that results in a material impact to the functionality of the System, risk to the State, or Contract performance, as determined by the State.
e. If the use of previously undisclosed GenAI is approved by the State, then Contractor will update the Deliverable description, and the Parties will amend the Contract accordingly, which may include incorporating the GenAI Special Provisions into the Contract, at no additional cost to the State. f. The State, at its sole discretion , may consider Contractor's failure to disclose or discontinue the provision or use of GenAI as described above, to constitute a material breach of Contract when such failure results in a material impact to the functionality of the System, risk to the State, or Contract performance. The State is entitled to seek any and all remedies available to it under law as a result of such breach, including but not limited to termination of the contract.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-1735 Agenda Date: 1/13/2026

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on Stadium Authority Bills and Claims for the Month of November 2025

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

The Bills and Claims listing represents the cash disbursements required of normal and usual operations during November 2025. Budget control is set by the Stadium Authority Board through the budget adoption process.

DISCUSSION
At its March 11, 2025 meeting, the Stadium Authority Board adopted the Santa Clara Stadium Authority Fiscal Year 2025-26 Operating, Debt Service, and Capital Budget which runs from April 1, 2025 to March 31, 2026. Significant expenditures (greater than $5,000) paid in November 2025 include:
· Payment totaling $7,500.00 to the California State Association of Counties for an Annual Meeting Sponsorship
· Payments totaling $131,403.29 to the City of Santa Clara for reimbursement of General and Administrative (G&A) City payroll costs (e.g., Executive Director’s Office (City Manager’s Office), Stadium Authority Counsel’s Office (City Attorney’s Office), and Treasurer’s Office (Finance Department))
· Payment totaling $3,056,270.71 to Forty Niners Stadium Management Company, LLC for November 2025 Stadium Manager Expenses, inclusive of Shared Stadium Expenses · Payment totaling $5,344.70 to InTWO, Inc for Financial Management System Monthly Services (October 2025)
· Payment totaling $36,512.11 to Lutron Services Co., Inc. for CapEx Project: Lighting Systems Controls
· Payment totaling $10,260.00 to O.C. McDonald Co Inc. for CapEx Project: Plumbing - Boilers · Payment totaling $469,705.95 to Prime Electric for CapEx Project: Lighting System Fixtures

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

City of Santa Clara Printed on 1/9/2026Page 1 of 2
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26-1735 Agenda Date: 1/13/2026

FISCAL IMPACT
The fiscal impact to the Stadium Authority is $3,724,917.35.

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

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

RECOMMENDATION
Approve the list of Stadium Authority Bills and Claims for November 2025.

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

ATTACHMENTS

1. November 2025 SCSA Bills and Claims
City of Santa Clara Printed on 1/9/2026Page 2 of 2
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Payment DateVendor Invoice No. Description Fund Amount
11/25/25 California State Association of Counties4031 Annual Meeting Sponsorship Operating 7,500.00$ 11/13/25 Canyon Oaks 0063 09/25 Stadium Market Research Operating 4,800.00 11/04/25 City of Santa Clara N/A B2522 SCSA Admin Payroll Costs Operating 65,397.27$ 11/18/25 City of Santa Clara N/A B2523 SCSA Admin Payroll Costs Operating 66,006.02 131,403.29
11/10/25 ECS Imaging, Inc. 19860 06/25 SBL Ongoing Support 262.50 11/03/25 Forty Niners Stadium Management Co, LLCS-INV102405 November 2025 Stadium Manager Expenses - Guest Services Operating 40,468.80 11/03/25 Forty Niners Stadium Management Co, LLCS-INV102405 November 2025 Stadium Manager Expenses - Groundskeeping Operating 45,818.63 11/03/25 Forty Niners Stadium Management Co, LLCS-INV102405 November 2025 Stadium Manager Expenses - Insurance Operating 89,287.11 11/03/25 Forty Niners Stadium Management Co, LLCS-INV102405 November 2025 Stadium Manager Expenses - Security Operating 158,745.11 11/03/25 Forty Niners Stadium Management Co, LLCS-INV102405 November 2025 Stadium Manager Expenses - Stadium Ops Operating 290,755.80 11/03/25 Forty Niners Stadium Management Co, LLCS-INV102405 November 2025 Stadium Manager Expenses - Engineering Operating 312,647.68 11/03/25 Forty Niners Stadium Management Co, LLCS-INV102405 November 2025 Stadium Manager Expenses - Stadium Builder License (SBL) BuffetOperating 185,400.00 11/03/25 Forty Niners Stadium Management Co, LLCS-INV102405 November 2025 Stadium Manager Expenses - SBL Sales & ServiceOperating 193,628.47 11/03/25 Forty Niners Stadium Management Co, LLCS-INV102405 November 2025 Stadium Manager Expenses - Use of StadCo Tenant ImprovementsOperating 1,237.16 11/03/25 Forty Niners Stadium Management Co, LLCS-INV102405 November 2025 Stadium Manager Expenses - Other General and AdministrativeOperating 63,622.56 11/03/25 Forty Niners Stadium Management Co, LLCS-INV102405 November 2025 Stadium Manager Expenses - Naming Rights ExpenseOperating 1,674,659.39 3,056,270.71
11/17/25 Hellmuth, Obata & Kassabaum, Inc.21.04091.31–3 CapEx Project: Broadcast Booth Window System Replacement CapEx 1,165.00 11/17/25 Hellmuth, Obata & Kassabaum, Inc.21.04091.31-4 CapEx Project: Broadcast Booth Window System Replacement CapEx 325.00 11/17/25 Hellmuth, Obata & Kassabaum, Inc.21.04091.31-5 CapEx Project: Broadcast Booth Window System Replacement CapEx 162.50 1,652.50
11/10/25 InTWO, Inc. 46730-US Financial Management System Monthly Services (October 2025) Operating 369.80 11/10/25 InTWO, Inc. 46729-US Financial Management System Monthly Services (October 2025) Operating 4,974.90 5,344.70
11/17/25 JPMorgan Chase Bank, N.A. N/A Bank Fees Operating 5.59 11/17/25 Lutron Services Co., Inc. 24411050 CapEx Project: Lighting System - Controls System CapEx 36,512.11 11/17/25 M. Arthur Gensler Jr. & Associates, Inc.1130542 CapEx Project: Security General Allowance CapEx 1,200.00 11/17/25 O.C. McDonald Co Inc Application 11 CapEx Project: Plumbing - Boilers CapEx 10,260.00 11/17/25 Prime Electric 21522 CapEx Project: Lighting System - Fixture Replacement CapEx 220,592.85 11/17/25 Prime Electric 22211 CapEx Project: Lighting System - Fixture Replacement CapEx 3,469.40 11/17/25 Prime Electric 22213-R CapEx Project: Lighting System - Fixture Replacement CapEx 245,643.70 469,705.95
November 2025 Total 3,724,917.35$
Santa Clara Stadium Authority
Bills and Claims
Expenses Paid by Wire or ACH Transfer
For the Month of November 2025

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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-1530 Agenda Date: 1/13/2026

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Informational Report on Stadium Authority and Stadium Manager Meetings for the Period of July 1 to September 30, 2025

BACKGROUND
On August 24, 2017, the Stadium Authority approved the Harvey Rose Audit titled “Comprehensive Audit of Stadium”. Audit recommendation 1.Q states that “the Stadium Authority Board should direct the Executive Director to require that all meetings, including the date and purpose of the meetings, between Stadium Authority and Stadium Manager staff be documented and reported quarterly or annually to the Stadium Authority Board.” Staff has implemented this audit recommendation on a quarterly basis.

On August 25, 2020, the Stadium Authority Board provided additional direction to staff to prepare minutes for all future Stadium Authority and Stadium Manager staff meetings.

DISCUSSION
In accordance with the Board approved audit recommendation, meetings between Stadium Authority and Stadium Manager staff for the period of July 1 to September 30, 2025 are listed below. The attendees and topics discussed at these meetings are included in this report as Attachment 1.

On occasion, both 49ers entities and Stadium Authority/City will be named jointly as defendants in a third-party litigation matter and are represented jointly in the defense of the case by insurance counsel. In such cases, joint defense meetings involving representatives of the 49ers, Stadium Authority, insurance carrier(s), and defense counsel will occur. Such meetings are privileged attorney -client communications, include discussion of confidential work product, and fall within the litigation exemption of the Public Records Act; for these reasons, such meetings are not included in this report.

Date Meeting
07/09/2025 Weekly Accounting Status Meeting (virtual)
07/10/2025 Super Bowl LX Review - Populous & SCC Meeting (virtual) 07/14/2025 Stadium Authority (SCSA) Capital Projects Update Meeting (virtual) 07/14/2025 Stadium Issues Meeting (virtual)
07/18/2025 Super Bowl LX League Event Agreement Issues Meeting (virtual) 07/22/2025 Check In on Miscellaneous Items Meeting (virtual) 07/25/2025 Super Bowl LX League Event Agreement (virtual) 07/28/2025 SCSA Capital Projects Update Meeting (virtual) 08/04/2025 Super Bowl LX League Event Agreement Meeting (virtual) 08/05/2025 Super Bowl LX League Event Agreement Meeting (in person) 08/06/2025 Weekly Accounting Status Meeting (virtual)
08/07/2025 Special Event/Clean Zone Ordinance Meeting (virtual) 08/08/2025 Super Bowl LX League Event Agreement Meeting (virtual) 08/08/2025 Super Bowl LX League Event Agreement Meeting (virtual) 08/08/2025 Stadium Curfew Meeting (virtual)
08/13/2025 Super Bowl LX League Event Agreement Meeting (virtual) 08/14/2025 Weekly Accounting Status Meeting (virtual)
08/14/2025 Super Bowl LX League Event Agreement Meeting (virtual) 08/18/2025 Super Bowl LX - NFL/Populous/City of Santa Clara Meeting (in person) 08/19/2025 Super Bowl LX League Event Agreement Meeting (virtual) 08/20/2025 Off-Site Parking Meeting (virtual)
08/20/2025 Super Bowl LX League Event Agreement Meeting (virtual) 08/20/2025 Weekly Accounting Status Meeting (virtual)
08/21/2025 Public Information Officer Meeting (virtual) 08/21/2025 Super Bowl LX League Event Agreement Meeting (virtual) 08/22/2025 Super Bowl LX Transportation Committee Meeting (virtual) 08/22/2025 Super Bowl LX Planning Meeting (virtual)
08/25/2025 Trust Debt Covenant Discussion (virtual)
08/26/2025 SVP NRS Coordination Meeting (virtual)
08/26/2025 Super Bowl LX Discussion - Operations Meeting (virtual) 08/26/2025 Procurement Check In Meeting (virtual)
09/04/2025 Super Bowl LX Logistics Meeting (virtual)
09/04/2025 Weekly Accounting Status Meeting (virtual)
09/04/2025 Super Bowl LX League Event Agreement Meeting (virtual) 09/05/2025 Stadium Builder License Sample Process Discussion (virtual) 09/05/2025 Meeting Room Reservation Discussion (phone)
09/08/2025 Stadium Builder License Discussion/Review Meeting (virtual) 09/10/2025 Weekly Accounting Status Meeting (virtual)
09/11/2025 Stadium Builder License Sample Selection Meeting (virtual) 09/11/2025 Super Bowl LX League Event Agreement Meeting (virtual) 09/12/2025 Procurement Check In Meeting (virtual)
09/15/2025 Stadium Builder License Review with ManCo Meeting (virtual) 09/17/2025 City of Santa Clara and Super Bowl LX Meeting (virtual) 09/17/2025 Weekly Accounting Status Meeting (virtual)
09/19/2025 Community Engagement Meeting (in person)
09/22/2025 Super Bowl LX Site Review Meeting (virtual)
09/22/2025 Super Bowl LX League Event Agreement Meeting (virtual) 09/22/2025 Stadium Builder License Default Meeting (virtual) 09/23/2015 Stadium Builder License Check In Meeting (virtual) 09/24/2025 Weekly Accounting Status Meeting (virtual)
09/24/2025 Stadium Logo and Audit Meeting (virtual)
09/25/2025 Review Stadium Builder License Sample Meeting (virtual) 09/25/2025 Stadium Builder License Check In Meeting (virtual) 09/25/2025 Procurement Check In Meeting (virtual)
09/30/2025 Use of Stadium Photo Meeting (virtual)
City of Santa Clara Printed on 1/9/2026Page 1 of 3
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26-1530 Agenda Date: 1/13/2026
Date Meeting
07/09/2025 Weekly Accounting Status Meeting (virtual)
07/10/2025 Super Bowl LX Review - Populous & SCC Meeting (virtual) 07/14/2025 Stadium Authority (SCSA) Capital Projects Update Meeting (virtual) 07/14/2025 Stadium Issues Meeting (virtual)
07/18/2025 Super Bowl LX League Event Agreement Issues Meeting (virtual) 07/22/2025 Check In on Miscellaneous Items Meeting (virtual) 07/25/2025 Super Bowl LX League Event Agreement (virtual) 07/28/2025 SCSA Capital Projects Update Meeting (virtual) 08/04/2025 Super Bowl LX League Event Agreement Meeting (virtual) 08/05/2025 Super Bowl LX League Event Agreement Meeting (in person) 08/06/2025 Weekly Accounting Status Meeting (virtual)
08/07/2025 Special Event/Clean Zone Ordinance Meeting (virtual) 08/08/2025 Super Bowl LX League Event Agreement Meeting (virtual) 08/08/2025 Super Bowl LX League Event Agreement Meeting (virtual) 08/08/2025 Stadium Curfew Meeting (virtual)
08/13/2025 Super Bowl LX League Event Agreement Meeting (virtual) 08/14/2025 Weekly Accounting Status Meeting (virtual)
08/14/2025 Super Bowl LX League Event Agreement Meeting (virtual) 08/18/2025 Super Bowl LX - NFL/Populous/City of Santa Clara Meeting (in person) 08/19/2025 Super Bowl LX League Event Agreement Meeting (virtual) 08/20/2025 Off-Site Parking Meeting (virtual)
08/20/2025 Super Bowl LX League Event Agreement Meeting (virtual) 08/20/2025 Weekly Accounting Status Meeting (virtual)
08/21/2025 Public Information Officer Meeting (virtual) 08/21/2025 Super Bowl LX League Event Agreement Meeting (virtual) 08/22/2025 Super Bowl LX Transportation Committee Meeting (virtual) 08/22/2025 Super Bowl LX Planning Meeting (virtual)
08/25/2025 Trust Debt Covenant Discussion (virtual)
08/26/2025 SVP NRS Coordination Meeting (virtual)
08/26/2025 Super Bowl LX Discussion - Operations Meeting (virtual) 08/26/2025 Procurement Check In Meeting (virtual)
09/04/2025 Super Bowl LX Logistics Meeting (virtual)
09/04/2025 Weekly Accounting Status Meeting (virtual)
09/04/2025 Super Bowl LX League Event Agreement Meeting (virtual) 09/05/2025 Stadium Builder License Sample Process Discussion (virtual) 09/05/2025 Meeting Room Reservation Discussion (phone)
09/08/2025 Stadium Builder License Discussion/Review Meeting (virtual) 09/10/2025 Weekly Accounting Status Meeting (virtual)
09/11/2025 Stadium Builder License Sample Selection Meeting (virtual) 09/11/2025 Super Bowl LX League Event Agreement Meeting (virtual) 09/12/2025 Procurement Check In Meeting (virtual)
09/15/2025 Stadium Builder License Review with ManCo Meeting (virtual) 09/17/2025 City of Santa Clara and Super Bowl LX Meeting (virtual) 09/17/2025 Weekly Accounting Status Meeting (virtual)
09/19/2025 Community Engagement Meeting (in person)
09/22/2025 Super Bowl LX Site Review Meeting (virtual)
09/22/2025 Super Bowl LX League Event Agreement Meeting (virtual) 09/22/2025 Stadium Builder License Default Meeting (virtual) 09/23/2015 Stadium Builder License Check In Meeting (virtual) 09/24/2025 Weekly Accounting Status Meeting (virtual)
09/24/2025 Stadium Logo and Audit Meeting (virtual)
09/25/2025 Review Stadium Builder License Sample Meeting (virtual) 09/25/2025 Stadium Builder License Check In Meeting (virtual) 09/25/2025 Procurement Check In Meeting (virtual)
09/30/2025 Use of Stadium Photo Meeting (virtual)
City of Santa Clara Printed on 1/9/2026Page 2 of 3
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26-1530 Agenda Date: 1/13/2026
Date Meeting
07/09/2025 Weekly Accounting Status Meeting (virtual)
07/10/2025 Super Bowl LX Review - Populous & SCC Meeting (virtual) 07/14/2025 Stadium Authority (SCSA) Capital Projects Update Meeting (virtual) 07/14/2025 Stadium Issues Meeting (virtual)
07/18/2025 Super Bowl LX League Event Agreement Issues Meeting (virtual) 07/22/2025 Check In on Miscellaneous Items Meeting (virtual) 07/25/2025 Super Bowl LX League Event Agreement (virtual) 07/28/2025 SCSA Capital Projects Update Meeting (virtual) 08/04/2025 Super Bowl LX League Event Agreement Meeting (virtual) 08/05/2025 Super Bowl LX League Event Agreement Meeting (in person) 08/06/2025 Weekly Accounting Status Meeting (virtual)
08/07/2025 Special Event/Clean Zone Ordinance Meeting (virtual) 08/08/2025 Super Bowl LX League Event Agreement Meeting (virtual) 08/08/2025 Super Bowl LX League Event Agreement Meeting (virtual) 08/08/2025 Stadium Curfew Meeting (virtual)
08/13/2025 Super Bowl LX League Event Agreement Meeting (virtual) 08/14/2025 Weekly Accounting Status Meeting (virtual)
08/14/2025 Super Bowl LX League Event Agreement Meeting (virtual) 08/18/2025 Super Bowl LX - NFL/Populous/City of Santa Clara Meeting (in person) 08/19/2025 Super Bowl LX League Event Agreement Meeting (virtual) 08/20/2025 Off-Site Parking Meeting (virtual)
08/20/2025 Super Bowl LX League Event Agreement Meeting (virtual) 08/20/2025 Weekly Accounting Status Meeting (virtual)
08/21/2025 Public Information Officer Meeting (virtual) 08/21/2025 Super Bowl LX League Event Agreement Meeting (virtual) 08/22/2025 Super Bowl LX Transportation Committee Meeting (virtual) 08/22/2025 Super Bowl LX Planning Meeting (virtual)
08/25/2025 Trust Debt Covenant Discussion (virtual)
08/26/2025 SVP NRS Coordination Meeting (virtual)
08/26/2025 Super Bowl LX Discussion - Operations Meeting (virtual) 08/26/2025 Procurement Check In Meeting (virtual)
09/04/2025 Super Bowl LX Logistics Meeting (virtual)
09/04/2025 Weekly Accounting Status Meeting (virtual)
09/04/2025 Super Bowl LX League Event Agreement Meeting (virtual) 09/05/2025 Stadium Builder License Sample Process Discussion (virtual) 09/05/2025 Meeting Room Reservation Discussion (phone)
09/08/2025 Stadium Builder License Discussion/Review Meeting (virtual) 09/10/2025 Weekly Accounting Status Meeting (virtual)
09/11/2025 Stadium Builder License Sample Selection Meeting (virtual) 09/11/2025 Super Bowl LX League Event Agreement Meeting (virtual) 09/12/2025 Procurement Check In Meeting (virtual)
09/15/2025 Stadium Builder License Review with ManCo Meeting (virtual) 09/17/2025 City of Santa Clara and Super Bowl LX Meeting (virtual) 09/17/2025 Weekly Accounting Status Meeting (virtual)
09/19/2025 Community Engagement Meeting (in person)
09/22/2025 Super Bowl LX Site Review Meeting (virtual)
09/22/2025 Super Bowl LX League Event Agreement Meeting (virtual) 09/22/2025 Stadium Builder License Default Meeting (virtual) 09/23/2015 Stadium Builder License Check In Meeting (virtual) 09/24/2025 Weekly Accounting Status Meeting (virtual)
09/24/2025 Stadium Logo and Audit Meeting (virtual)
09/25/2025 Review Stadium Builder License Sample Meeting (virtual) 09/25/2025 Stadium Builder License Check In Meeting (virtual) 09/25/2025 Procurement Check In Meeting (virtual)
09/30/2025 Use of Stadium Photo Meeting (virtual)

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

FISCAL IMPACT
There is no fiscal impact related to this item aside from administrative time to prepare this report.

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

RECOMMENDATION
Note and file the quarterly report on Stadium Authority and Stadium Manager staff meetings and corresponding summaries for the period of July 1 to September 30, 2025.

Reviewed by: Christine Jung, Deputy City Manager
Approved by: Jovan D. Grogan, Executive Director

ATTACHMENTS

1. Stadium Authority and Stadium Manager Meeting Summaries for the Period of 7/1/25 to 9/30/25 City of Santa Clara Printed on 1/9/2026Page 3 of 3
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Weekly Accounting Status Meeting
Date: 07/09/25; 2:30pm to 2:45pm
Teams Meeting: Tyler Cook (City/SCSA); Caitlin Ritchie and Erin Fernandez (49ers/Stadium Manager)

1. KPMG
Audit

2. Financial Management System payroll audit questions

3. Stadium Builder License certificate
SBLX Review - Populous & SCC
Date: 7/10/2025; 10:00am to 11:00am
Location: Virtual Zoom
Attendees: Elycia Knight, Afshan Hamid, Armand Lobao, David Tran, Jake Tomlin, Calvin Plascencia, John Ruch (City/SCSA); Nelson Ferreira, Cameron Lacson, Camila Hammer, Francine Hughes, Henry Trang (Stadium Manager), Kelsey Pietrangelo (NFL), Todd Barnes, Michael Kinard, Hayley Panas (Populous), Jennifer Hill (DC), Discussion:
• Process of Submitting Permits
• List of permits that are required
• In person Meeting request in August. (3rd week in August). • Recap of what was done for super bowl 50.

SCSA Capital Projects Update Meeting
Date: 7/14/2025; 11:30am to 12:00pm
Zoom Meeting: Elycia Knight, Chuck Baker, Armand Lobao, Nimisha Agrawal, Afshan Hamid (City/SCSA); Francine Hughes, Henry Trang (Stadium Manager), Joseph Crummit (DevCon)
Discussion:
• Review critical items related to capital projects.
• Continued Permit Coordination across departments.
• Review of deferred submittals ETA
Date: 07/14/2025; 5:00 pm
Teams Meeting:

For Santa Clara Stadium Authority: Glen Googins
For Stadium Manager: Jihad Beauchman

1. Stadium Issues
Date: 07/18/2025; 2:30 pm
Teams Meeting:

For Santa Clara Stadium Authority: Glen Googins
For Stadium Manager: Jihad Beauchman
For Bay Area Host Committee: Robert Weikert

1. Super Bowl LX League Event Agreement Issues
Check In on Misc. Items
Date: 07/22/2025; 5:00pm to 5:30pm
Teams Meeting: Chuck Baker and Christine Jung (City/SCSA), Francine Melendez Hughes (49ers/ManCo)

1. Economic impact review

2. Stadium tours

3. Community room

4. PRA request

5. Non-NFL Events
Date: 07/25/2025; 10:00 am
Zoom Meeting: Jovan Grogan, Glen Googins, Chuck Baker, and Christine Jung (City/SCSA); Zaileen Janmohamed, Ruth Shikada, and Karina Herold (BAHC); Sonia Nayak and Robert Weikert (Nixon Peabody on behalf of BAHC); Jihad Beauchman (49ers/Stadium Manager)

1. Super Bowl LX League Event Agreement
SCSA Capital Projects Update Meeting
Date: 7/28/2025; 11:00am to 12:00pm
Zoom Meeting: Elycia Knight, Chuck Baker, Armand Lobao, Afshan Hamid (City/SCSA); Francine Hughes, Henry Trang (Stadium Manager), Joseph Crummit (DevCon)
Discussion:
• Review critical items related to capital projects.
• Continued permit coordination across departments.
• Review of deferred submittals ETA
Date: 08/04/2025; 10:00 am
Teams Meeting:

For Santa Clara Stadium Authority: Glen Googins
For Stadium Manager: Jihad Beauchman
For Bay Area Host Committee: Robert Weikert

1. Super Bowl LX League Event Agreement
Date: 08/05/2025; 1:00 pm
In Person Meeting at the Bay Area Host Committee (BAHC) Office, 444 Castro St. Ste. #150, Mountain View: Jovan Grogan, Glen Googins, Chuck Baker, and Christine Jung (City/SCSA); Zaileen Janmohamed, Ruth Shikada, and Karina Herold (BAHC); Sonia Nayak and Robert Weikert (Nixon Peabody on behalf of BAHC); Jihad Beauchman (49ers/Stadium Manager)

1. Super Bowl LX League Event Agreement
Weekly Accounting Status Meeting
Date: 08/06/25; 2:30pm to 2:46pm
Teams Meeting : Tyler Cook and Brenda Lee (City/SCSA); Caitlin Ritchie and Erin Fernandez (49ers/Stadium Manager)

1. Gener
al Staffing Public Safety Costs

2. KPMG Audit

3. Quarterly status reports

4. Financial Management System ABI payroll audit questions Date: 08/07/2025; 3:30 pm
Teams Meeting:

For Santa Clara Stadium Authority: Glen Googins and Jennifer Beyers For Stadium Manager: Jihad Beauchman
For Bay Area Host Committee: Robert Weikert

1. Special Event/Clean Zone Ordinance Discussion
Date: 08/08/2025; 8:00 am
Zoom Meeting: Jovan Grogan, Glen Googins, Chuck Baker, and Christine Jung (City/SCSA); Zaileen Janmohamed, Ruth Shikada, and Karina Herold (BAHC); Sonia Nayak, Robert Weikert, and Matthew Richards (Nixon Peabody on behalf of BAHC); Jihad Beauchman (49ers/Stadium Manager)

1. Super Bowl LX League Event Agreement
Date: 08/08/2025; 9:15 am
Teams Meeting:

For Santa Clara Stadium Authority: Glen Googins
For Stadium Manager: Jihad Beauchman

1. Super Bowl LX League Event Agreement
Stadium Curfew
Date: 08/08/25;12:00pm to 1:00pm
Teams Meeting: Jovan Grogan, Glen Googins, Chuck Baker, Paulina Morales, and Christine Jung (City/SCSA); Francine Melendez Hughes and Jihad Beauchman (49ers/ManCo)

1. Discussion of Morgan Wallen Concerts and City’s curfew Date: 08/13/2025; 4:30 pm
Teams Meeting:

For Santa Clara Stadium Authority: Glen Googins
For Stadium Manager: Jihad Beauchman
For Bay Area Host Committee: Robert Weikert

1. Super Bowl LX League Event Agreement
Weekly Accounting Status Meeting
Date: 08/14/25; 2:30pm to 3:02pm
Teams Meeting : Tyler Cook and Brenda Lee (City/SCSA); Caitlin Ritchie, Erin Fernandez, and Stephanie Lee (49ers/Stadium Manager)

1. Q1 Fi
nancial Reports

2. Financial Management System ABI payroll audit questions Date: 08/14/2025; 5:00 pm
Teams Meeting:

For Santa Clara Stadium Authority: Glen Googins
For Stadium Manager: Jihad Beauchman

1. Super Bowl LX League Event Agreement
SBLX Meeting - NFL/Populous/City of Santa Clara
Date:
8/18/2025; 1:00pm to 2:00pm
In Person/Levi's Stadium
Attendees: Elycia Knight, Chuck Baker, Armand Lobao, David Tran, Mia Nguyen, Calvin Plascencia, Paul Polacek, John R uch, Afshan H amid, Paulina Morales (City/SCSA); Francine Hughes, Henry Trang, Nelson Ferreria, Cameron Lacson Teddy
Barnes (Stadium Manager); Kelsi Pietrangelo (NFL); Jennifer Hill (DC); Camille Hill,
Micheal Kinard (Populous)
D
iscussion:
• Pre m
eet on permit requirements for the Major Events.

Date: 08/19/2025; 1:30 pm
Teams Meeting:

For Santa Clara Stadium Authority: Glen Googins
For Stadium Manager: Jihad Beauchman
For Bay Area Host Committee: Robert Weikert

1. Super Bowl LX League Event Agreement
Off-Site Parking
Date: 08/20/2025; 1:30pm to 2:00pm
Teams Meeting: Chuck Bake r, Christine Jung, Reena Brilliot (City/SCSA); Michael Rescigno (49ers/ManCo)

1. Potential off-site parking
Date: 08/20/2025; 2:00 pm
Teams Meeting:

For Santa Clara Stadium Authority: Glen Googins
For Stadium Manager: Jihad Beauchman
For Bay Area Host Committee: Robert Weikert

1. Super Bowl LX League Event Agreement
Weekly Accounting Status Meeting
Date: 08/20/25; 2:30pm to 2:33pm
Teams Meeting : Brenda Lee (City/SCSA); Erin Fernandez, Jeremiah Lagasca, and Stephanie Lee
(49ers/Stadium Manager)

1. Non-N
FL Event Public Safety Depreciation Invoice

2. Annual Audit
Date: August 21, 2025; 2:30 - 3:00 pm
Zoom Meeting: Janine De la Vega (City/SCSA), Patty Hubbard (BAHC), and Ellie Caple (49ers/Stadium Manager)

1. Discuss PIO subcommittee and purpose of monthly meetings.

Date: 08/21/2025; 2:30 pm
Teams Meeting:

For Santa Clara Stadium Authority: Glen Googins
For Stadium Manager: Jihad Beauchman

1. Super Bowl LX League Event Agreement
SBLX Transportation Committee
Date: 8/22/2025; 11:30am to 12:00pm
Virtual Zoom:

Attendees: Chuck Baker, Richard Fitting, Michael Liw, Craig Mobeck, Steve Chan, Christine Jung, Elycia Knight, Paulina Morales (City/SCSA); Francine Hughes, Nelson Ferreria, Jeremy Vaux, Michael Rescigno (49ers/Stadium Manager); Ruth Shikada, Karina Herold (Bay Area Host Committee (BAHC)); Kelsey Pietrangelo, Chris Curran, Lauren Fischer, Scott Bluhm (for NFL); Jennifer Hill (DC), Todd Barnes (Populous); Mike Witte, Leigh Fairey (Metropolis); Rob Ross, Tim Sjogren (Kimley Horn) • Current planning status and initial thoughts
• Transportation planning/systems around Stadium
• Potential closures and impacts
• City process/timeframes/requirements to be aware of
• Future meetings/next steps
SBLX Planning
Date: 8/22/2025; 3:00pm to 3:30pm
Teams Meeting
Attendees: Chuck Baker, Paulina Morales, Christine Jung, Richard Fitting, Aric Enos, Craig Mobeck, Michael Liw, Steve Chan (City/SCSA); Francine Hughes (49ers/Stadium Manager)
• Super
Bowl LX Transportation Committee meeting debrief
• Potential closures and impacts
• Planning coordination
• Communication
to stakeholders
Trust Debt Covenant Discussion
Date: 08/25/25; 9:30am to 10:00am
Teams Meeting : Brenda Lee, Tyler Cook, and Linh Lam (City/SCSA); Caitlin Richie (49ers/ Stadium Manager)

1. Debt
Covenant Audit Requirements
SVP NRS Coordination
Date: 8/26/2025; 9:00am to 9:30am
Location: Virtual Zoom
Attendees: Elycia Knight, Chuck Baker, Krishn Patel, Chris Karwick (City/SCSA); Francine Hughes, Henry Trang (Stadium Manager)
Discussion:
• NRS Safety Plan and Tree and Shrub Removal
• Access for vendors
• Scope of work and timeline
SBLX Discussion – Operations
Date: 8/26/2025; 1:00pm to 2:00pm
Virtual Zoom:

Attendees: Elycia Knight, Jovan Grogan, Chuck Baker, Richard Fitting, Michael Liw, Craig Mobeck, Christine Jung, Steve Chan, Paulina Morales (City/SCSA); Francine Hughes, Nelson Ferreria, Jeremy Vaux, Michael Rescigno (Stadium Manager); Kelsey Pietrangelo (NFL); Jennifer Hill (DC); Camille Hill, Micheal Kinard, Todd Barnes (Populous); Mike Witte (Metropolis) Discussion:
• Discussion about transportation coordination for SBLX o VTA
Lot
o Bike and Ped Routes
o Yellow/Red Lot Encroachment
o GAP Entrance
o Parking
Procurement Check In
Date: 08/26/25; 2:30pm to 3:00pm
Zoom Meeting: Christine Jung, Grace Dougherty (City/SCSA); Karen Steiber, Alyssa Kutz, Holly Gilbert (49ers/ManCo)

1. R FP f
or on-call electrical maintenance and repairs

2. RFP for on-call mechanical and plumbing maintenance and repairs

3. RFP for on-call general contractor services

4. RFP for security integration services

5. Annual contracts report
Date: 09/04/2025; 10:30 am
Teams Meeting: Jovan Grogan, Chuck Baker, Paulina Morales, Elycia Knight, Christine Jung, Richard Fitting, Ruben Torres, Craig Mobeck (City/SCSA); Francine Hughes (49ers/Stadium Manager)

1. Super Bowl LX Logistics
Weekly Accounting Status Meeting
Date: 09/04/25; 12:00pm to 12:18pm
Teams Meeting : Tyler Cook and Brenda Lee (City/SCSA); Caitlin Ritchie, Erin Fernandez, Jeremiah Lagasca, and Stephanie Lee (49ers/Stadium Manager)

1. Mor
gan Wallen Day 45 report

2. Non NFL Event Ticket surcharge

3. Stadium Builder License defaults
Date: 09/04/2025; 2:00 pm
Teams Meeting:

For Santa Clara Stadium Authority: Glen Googins
For Stadium Manager: Jihad Beauchman

1. Super Bowl LX League Event Agreement
Stadium Builder License (SBL) Sample Process Discussion Date: 09/05/25; 8:30am to 9:00am
Teams Meeting : Tyler Cook (City/SCSA); S tephanie Lee, Erin Fernandez, and Caitlin Ritchie (49ers/Stadium Manager)

1. SBL Sam
ple Process
Meeting Room Reservation
Date: 09/05/2025; 3:30 pm
Phone Call: Jovan Grogan (City/SCSA) and Francine Hughes (49ers/Stadium Manager)

1. Request to book a meeting room in t he Stadium for the Quarterly Mayors and City Managers Meeting (Santa Clara, Sunnyvale, Cupertino and Mountain View).

Stadium Builder License (SBL) Discussion/Review
Date: 09/08/25; 9:00am to 9:30am
Teams Meeting : Tyler Cook and Brenda Lee (City/SCSA); Stephanie Lee, Erin Fernandez
, and Caitlin Ritchie (49ers/Stadium Manager)

1. SBL
Discussion
Weekly Accounting Status Meeting
Date: 09/10/25; 2:30pm to 2:58pm
Teams Meeting : Tyler Cook and Brenda Lee (City/SCSA); Caitlin Ritchie, Erin Fernandez, Jeremiah Lagasca, and Stephanie Lee (49ers/Stadium Manager)

1. Mor
gan Wallen Public Safety Cost

2. Stadium Builder License Sample Selections
Stadium Builder License (SBL) Sample Selection Meeting
Date: 09/11/25; 2:45pm to 3:15pm
Teams Meeting : Linh Lam, Tyler Cook, and Brenda Lee (City/SCSA); Erin Fernandez, Stephanie Lee, and Caitlin Ritchie (49ers/Stadium Manager)

1. St
adium Builder License sample selections
Date: 09/11/2025; 5:00 pm
Teams Meeting:

For Santa Clara Stadium Authority: Glen Googins
For Stadium Manager: Jihad Beauchman

1. Super Bowl LX League Event Agreement
Procurement Check In
Date: 09/12/2025; 10:00am to 10:30am
Zoom Meeting: Christine Jung, Grace Dougherty (City/SCSA); Karen Steiber, Alyssa Kutz, Holly Gilbert (49ers/ManCo)

1. Security integration services RFP update and process

2. Opportunity to utilize or piggyback City contracts for purchases

3. Template updates

4. Updates on electrical maintenance and repairs, mechanical and plumbing maintenance and repairs, and general contractor services
Stadium Builder License (SBL) Review with ManCo
Date: 09/15/25; 2:45pm to 3:15pm
Teams Meeting : Tyler Cook and Brenda Lee (City/SCSA); Stephanie Lee (ManCo)

1. St
adium Builder License sample selections
City of Santa Clara and Super Bowl LX
Date: 09/17/2025; 2:00 pm
Zoom Meeting: Jovan Grogan, Paulina Morales, Elycia Knight, Christine Jung, Cory Morgan, Richard Fitting, Wahid Kazem, Ruben Torres, Matt Queen, Craig Mobeck, and Michael Liw, Steve Chan (City/SCSA); Francine Hughes, Nelson Ferreira, Jeremy Vaux, and Michael Rescigno (49ers/Stadium Manager); Kelsey Pietrangelo, Lauren Fischer, Billy Langenstein and Dave Bisplinghoff (NFL); Todd Barnes (Populous); Tim Sjogren (Kimley Horn)

1. Pot
ential road closures

2. Potential parking impacts

3. Potential transportation impacts

4. Access to City facilities
Weekly Accounting Status Meeting
Date: 09/17/25; 2:30pm to 2:55pm
Teams Meeting: Tyler Cook (SCSA), Brenda Lee (SCSA), Jeremiah Lagasca (ManCo) and Stephanie Lee (ManCo)

1. FY 2023/24 Shared Stadium & Non-NFL Event Expenses

2. Stadium Builder License (SBL) sample selection

3. SBL data

4. Stadium Accounts Receivable module
Community Engagement Meeting
Date: 09/19/25; 12:00 pm
In Person Meeting at Puesto Santa Clara (2752 Augustine Dr. #110, Santa Clara, CA 95054):

Paulina Morales (City/SCSA) and Francine Hughes (49e rs/Stadium M anager)

1. Comm
unity Engagement Efforts for the major events in 2026

2. Stadium Neighborhood Relations Ad Hoc Committee
Date: 09/22/2025; 1:00 pm
Teams Meeting: Jovan Grogan (City/SCSA); Ruth Shikada and Karina Herold (BAHC); Francine Hughes (49ers/Stadium Manager); Kelsey Pietrangelo and Ashley Hamilton (NFL)

1. S uper
Bowl LX Site Review
Date: 09/22/2025; 4:00 pm
Teams Meeting:

For Santa Clara Stadium Authority: Glen Googins
For Stadium Manager: Jihad Beauchman

1. Super Bowl LX League Event Agreement
Stadium Builder License (SBL) Default Meeting
Date: 09/22/25; 2:00pm to 2:36pm
Teams Meeting : Linh Lam, Tyler Cook, Brenda Lee (City/SCSA); Caitlin Ritchie, Stephanie Lee, and Prima Patel (49ers/Stadium Manager)

1. St
adium Builder License (SBL) agreement dates on default report

2. SBL buy backs
Stadium Builder License (SBL) Check In Meeting
Date:
09/23/25; 2:30pm to 2:53pm
Zoom Meeting: Tyler Cook, Brenda Lee (City/SCSA), and Caitlin Ritchie (49ers/Stadium Manager)

1. St
adium Builder License (SBL) sample testing

2. Year -end certificates
Weekly Accounting Status Meeting
Date: 09/24/25; 2:00pm to 2:46pm
Teams Meeting: Linh Lam (SCSA), Tyler Cook (SCSA), Brenda Lee (SCSA), Caitlin Ritchie (ManCo), and Stephanie Lee (ManCo)

1. Stadium Builder License default sample selections

2. Fiscal Year 2024/25 signed certificates
Date: 09/24/2025; 5:15 pm
Teams Meeting:

For City/Santa Clara Stadium Authority: Glen Googins and Paulina Morales For Stadium Manager: Jihad Beauchman

1. Stadium Logo and Audit
Review Stadium Builder License (SBL) Sample
Date: 09/25/25; 9:30am to 10:00am
Teams Meeting: Linh Lam, Tyler Cook, Brenda Lee (City/SCSA); Caitlin Ritchie (49ers/Stadium Manager); Alex Pfeiffer and Ryan Ficker (KPMG)

1. Stadium Builder License default sample selections
Santa Clara Stadium Authority Stadium Builder License Check-in Date: 09/25/25; 9:30am to 10:00am
Zoom Meeting: Linh Lam, Tyler Cook, Brenda Lee (City/SCSA); Caitlin Ritchie and Stephanie Lee (49ers/Stadium Manager)

1. St
adium Builder License default sample selections
Procurement Check In
Date: 09/25/2025; 11:00am to 11:30am
Zoom Meeting: Christine Jung, Grace Dougherty (City/SCSA); Karen Steiber, Alyssa Kutz, Holly Gilbert (49ers/ManCo)

1. Women’s Locker Room CapEx Project Change Order request

2. Invoicing for split project

3. Update on security integrator RFP
Date: 09/30/2025; 5:30 pm
Teams Meeting:

For City/Santa Clara Stadium Authority: Glen Googins and Paulina Morales For Stadium Manager: Jihad Beauchman

1. Use of Stadium Photo
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-1666 Agenda Date: 1/13/2026

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on an Agreement with CliftonLarsonAllen LLP for Auditing Services for the Santa Clara Stadium Authority

BACKGROUND
The Credit Agreement dated June 19, 2013, entered into between the Santa Clara Stadium Authority (Stadium Authority), Stadium Funding Trust (FinanceCo), and Goldman Sachs Bank USA (Goldman Sachs) requires that the Stadium Authority file audited annual financial statements within 180 days after the end of each fiscal year as described in section 5.1(b). It further requires that the financial statements be audited by an independent Certified Public Accountant (CPA) firm selected by the Stadium Authority and satisfactory to Upper Tier Co-Lead Arrangers. Upper Tier Co-Lead Arrangers is further defined as “Co-Lead Arranger” as defined in the Upper Tier Credit Agreement. In the June 19, 2013 Credit Agreement between Stadium Funding Trust and Various Lenders (the Upper Tier Credit Agreement), the preamble defines the Co-Lead Arrangers as Goldman Sachs, Merrill Lynch, Pierce, Fenner & Smith Incorporated (MLPFS), and U.S. Bank National Association (U.S. Bank).

Section 8.6.3 of the Amended and Restated Stadium Lease Agreement (Stadium Lease) between the Stadium Authority and Forty Niners SC Stadium Company LLC (StadCo) dated June 19, 2013 allows for the Stadium Authority to conduct an audit of the Stadium Records within 180 days following the Stadium Authority's receipt of any Annual Statement of Stadium from the Tenant. The Stadium Authority desires to have an independent CPA review of the Shared Stadium Expenses between the Stadium Authority and StadCo.

The Stadium Authority is in contract with its current CPA firm (KPMG, LLP) for these audit services through March 31, 2026. With KPMG, LLP’s contract coming to an end, the Stadium Authority went through a competitive bid process for its future CPA firm.

DISCUSSION
Staff issued a formal Request for Proposal (RFP) in April 2025 for the annual financial statement audit and the agreed upon procedures (AUP) audit of the Shared Stadium Expenses. The RFP specifically requested that the auditing firm performing the audit to verify the transaction balances against supporting source documents for all items selected for testing based on the firms’ audit procedures. The Stadium Authority wants to ensure that the recorded transactions have proper source documentation and are supported. The RFP was published on DemandStar and noticed on Bidnet with a referral to DemandStar to maximize outreach. Both DemandStar and Bidnet are online platforms that allow government agencies to distribute RFPs to businesses. When the RFP closed in May 2025, the Stadium Authority had received proposals from the following six CPA firms:
· Baker Tilly US, LLP (Baker Tilly)
· CliftonLarsonAllen LLP (CLA)
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· Crowe LLP (Crowe)
· Eide Bailly LLP (Eide Bailly)
· Macias Gini & O’Connell LLP (MGO)
· Moss Adams LLP (Moss Adams)
The procurement process was led by the City’s Purchasing Division within the Finance Department.

The written proposals were evaluated and scored independently by a three-member evaluation committee against the criteria and weights demonstrated in the table below.

Description Point Range
Responsiveness Pass/Fail
Quality and completeness of proposal 0-15
Proposer’s qualifications and experience, including the experience of staff to be assigned to the project with
engagements of similar scope and complexity
0-30
Technical experience of the proposer and quality of
services to be provided by the proposer
0-30
Size and structure of the firm and ability to perform the work within the time specified
0-15
Cost 0-10
Total Maximum Points 100
After evaluating the written proposals, the top three proposers (CLA, Crowe and MGO) were invited to vendor oral presentations. The results of the interviews were then used to adjust proposal scores as outlined in the RFP.

After thorough review and evaluation of the proposals, staff selected CLA. This firm submitted a comprehensive response containing all required elements and provided a detailed breakdown of hours by audit phase which demonstrated both transparency and a well-structured approach. This level of detail gives staff confidence in the firms planning capabilities and its commitment to delivering an organized and efficiently managed engagement.

The proposed CLA audit team for this engagement has extensive governmental auditing experience, including work with cities, counties and special districts. The firm’s public sector experience ensures a strong understanding of the unique requirements of governmental entities. With more than 600 public-sector professional and a history of serving over 4,200 public agency clients, CLA brings expertise to the Stadium Authority. The firm also has a commitment to maintain the same team from year to year to support audit continuity and preserves valuable institutional knowledge.

The Stadium Authority also placed significant weight on the firm’s technical capabilities and the quality of services to be delivered. CLA currently provides auditing services for several National Football League (NFL) stadiums and therefore brings relevant experience related to complex public- private partnerships. Should new people join CLA’s audit team, the firm’s approach to documenting and retaining workpapers minimizes the need for staff to retrain CLA’s team annually. The principal on the proposed audit team has committed to being hands-on, ensuring strong oversight and City of Santa Clara Printed on 1/9/2026Page 2 of 4
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immediate issue resolution and they are planning for weekly status meetings during the engagement exhibiting a commitment to communication and collaboration. The firm’s willingness to use existing Stadium Authority workpapers speaks to their desire for efficiency and a smooth audit process.

CLA’s size, structure, and capacity to complete the work within the required timeframe contributed to its selection. As the eighth-largest accountancy firm in the United States, the firm offers substantial resources while also maintaining a principal-to-staff ratio similar to that of smaller firms. This structure allows for deep principal involvement and faster decision-making which will streamline the audit. The engagement will be supported by team members located in California, ensuring accessibility and timely responses throughout the audit cycle.

Lastly, the firm’s fee structure was the most cost-effective among the respondents, offering a strong value relative to the depth of experience and quality of services proposed. Collectively, these strengths position CLA as highly capable of meeting the Stadium Authority’s needs and delivering a quality audit within the specified timeline.

The Stadium Authority had previously contracted with a “Big Four” accounting firm through KPMG, LLP. Those accounting firms were notified when the RFP was issued, however none of them responded to the RFP. Staff evaluated the qualifications of CLA and notified the Co-Lead Arrangers of this recommendation and selection. The Co-Lead Arrangers approved and/or did not object to this selection indicating that this firm’s engagement is satisfactory to them. Staff recommends that the Stadium Authority enter into a three-year agreement with CLA for financial statement audit services with two one-year options to extend the agreement at the sole discretion of the Authority for a total of five years ending in 2030. Staff also recommends retaining CLA to perform certain AUP audit services to satisfy Shared Stadium Expenses review.

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

FISCAL IMPACT
The proposed Agreement is for a three-year term. CLA will conduct the external financial statement audit and the AUP audit in the fiscal year ending March 31, 2026 for a not to exceed amount of $97,650 with fixed contractual increases for the following fiscal years. The total cost of the contract over the three years will not exceed $307,944. The cost of the fiscal year 2025/26 audit will be budgeted in the fiscal year 2026/27 Stadium Authority Operating Budget. Appropriations in future years will be requested and approved through the annual budget process.

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

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a City of Santa Clara Printed on 1/9/2026Page 3 of 4
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Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION

1. Approve and authorize the Executive Director to execute an agreement with CliftonLarsonAllen LLP to provide auditing services for the Santa Clara Stadium Authority for Fiscal Year 2025/26 through Fiscal Year 2027/28 in the amount not-to-exceed $307,944 inclusive of a contingency of 20% for ad hoc projects, subject to appropriation of funds and approval as to final form by Stadium Authority Counsel; and

2. Approve and authorize the Executive Director to negotiate and execute options to extend the agreement for two additional one-year terms at the sole discretion of the Executive Director for Fiscal Years 2028/29 and 2029/30 in the amounts not-to-exceed $113,200 and $118,900 respectively assuming a five percent annual inflation factor, subject to appropriation of funds and maximum compensation not-to-exceed $540,044 if both option years are exercised. Any amounts over these listed will be brought before the Board for approval.

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

ATTACHMENTS

1. Professional Services Agreement with CliftonLarsonAllen LLP City of Santa Clara Printed on 1/9/2026Page 4 of 4
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Agreement with CliftonLarsonAllen LLP Page 1
Rev. 07-01-18
EBIX Insurance No. S200005812

AGREEMENT FOR SERVICES

BETWEEN THE

SANTA CLARA STADIUM AUTHORITY
AND

CLIFTONLARSONALLEN LLP (CLA)

PREAMBLE
This Agreement is entered into between the Santa Clara Stadium Authority, a joint powers agency created pursuant to Section 6532 of the California Government Code (Authority) and CliftonLarsonAllen LLP, a California limited liability partnership (Contractor). Authority and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

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

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

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

Exhibit A – Scope of Services
Exhibit B – Schedule of Fees
Exhibit C – Insurance Requirements
Exhibit D – Additional Contract Language
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes Agreement with CliftonLarsonAllen LLP Page 2
Rev. 07-01-18
and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on or about January 15, 2026 and terminate on or about December 31, 2028. In addition, there will be two, one-year options to extend the agreement at the sole discretion of the Authority for a total of five years ending 2030.

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

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

5. QUALIFICATIONS OF CONTRACTOR - STANDARD OF CARE
Contractor represents and maintains that it has the expertise in the professional calling necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and Authority expressly relies upon Contractor’s representations regarding its skills and knowledge. Contractor shall perform such Services and duties in conformance to and consistent with applicable professional standards.

6. COMPENSATION AND PAYMENT
In consideration for Contractor’s complete performance of Services, Authority shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled “SCHEDULE OF FEES.” The maximum compensation of this Agreement is Three Hundred Seven Thousand Nine Hundred Forty-Four ($307,944.00), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, Agreement with CliftonLarsonAllen LLP Page 3
Rev. 07-01-18
supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Contractor’s expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.

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

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

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

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

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

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

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

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11. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed or received by or for Contractor and all other written information submitted to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor and shall not, without the prior written consent of Authority, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services.

Nothing furnished to Contractor which is otherwise known to Contractor or becomes generally known to the related industry shall be deemed confidential.

12. OWNERSHIP OF MATERIAL
All material, which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports, designs, technology, programming, works of authorship and other material developed, collected, prepared or caused to be prepared under this Agreement (Deliverables) shall be the property of Authority but Contractor may retain and use copies thereof. Authority may use the Deliverables at its discretion pursuant to the provisions outlined in the Statement of Work. However, Contractor shall not be responsible for damages resulting from the use of said material for work other than Project, including, but not limited to, the release of this material to third parties. For the avoidance of doubt, Deliverables does not include Contractor’s workpapers which are proprietary information access is restricted.

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

Contractor shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Contractor agrees to assist City in meeting City’s reporting requirements to the State and other agencies with respect to Contractor’s Services hereunder.

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14. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify Authority, its respective boards, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney’s fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner arising from, or alleged to arise in whole or in part from, or in any way connected with the Services performed by Contractor pursuant to this Agreement – including claims of any kind by Contractor’s employees or persons contracting with Contractor to perform any portion of the Scope of Services – and shall expressly include passive or active negligence by Authority connected with the Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of Authority; the obligation to defend is not similarly limited.

B. Contractor’s obligation to protect, defend, indemnify, and hold harmless in full City and City’s employees, shall specifically extend to any and all employment-related claims of any type brought by employees, contractors, subcontractors or other agents of Contractor, against City (either alone, or jointly with Contractor), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.

C. To the extent Contractor is obligated to provide health insurance coverage to its employees pursuant to the Affordable Care Act (“Act”) and/or any other similar federal or state law, Contractor warrants that it is meeting its obligations under the Act and will fully indemnify and hold harmless City for any penalties, fines, adverse rulings, or tax payments associated with Contractor’s responsibilities under the Act.

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

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

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

Santa Clara Stadium Authority
Attention: Executive Director
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected]

And to Contractor addressed as follows:

Brianne Wiese, Principal
CliftonLarsonAllen LLP
301 N. Lake Ave, Suite 900
Pasadena, CA 91101
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.

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

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

19. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, no Authority officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code section 87100 and following, and certifies that it does not know of any facts Agreement with CliftonLarsonAllen LLP Page 7
Rev. 07-01-18
which would violate these code provisions. Contractor will advise Authority if a conflict arises.

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

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

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

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

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

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

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

SANTA CLARA STADIUM AUTHORITY
a California joint powers agency

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
Fax: (408) 241-6771
“CITY”

CLIFTONLARSONALLEN LLP
a California limited liability partnership

Dated:

By (Signature):

Name: Brianne Wiese
Title: Principal
Principal Place of
Business Address:
301 N. Lake Ave. Suite 900, Pasadena, CA
91101
Email Address: [email protected]
Telephone: (310) 592-3940
Fax: N/A
“CONTRACTOR”

Agreement with CliftonLarsonAllen LLP/Exhibit A-Scope of Services Page 1 Rev. 07-01-18

EXHIBIT A

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

1. GENERAL
A. DESCRIPTION OF THE SANTA CLARA STADIUM AUTHORITY
 On June 8, 2010, residents of Santa Clara voted to adopt Measure J, the Santa Clara Stadium Taxpayer Protection and Economic Progress Act, resulting in the approval to construct a new 68,500-seat football stadium (the Stadium) to be leased to the San Francisco 49ers (49ers). In addition, Measure J called for the creation of the Authority to develop and operate the Stadium project. The City of Santa Clara (City) and the City of Santa Clara Rede velopment Agency (Agency) entered into a Joint Exercise of Powers Agreement (JPA Agreement) establishing the Authority.

The JPA Agreement was later amended to add the Bayshore North Project Enhancement Authority as a member of the Authority. On June 28, 20 11, the Governor signed into law Assembly Bill No. X1 26 (ABX1 26), which called for the dissolution of Redevelopment Agencies throughout the State. The California State Supreme Court upheld ABX1 26 and as a result, on February 1, 2012, all California Redevelopment Agencies were dissolved. The Successor Agency of the City of Santa Clara (Successor Agency) then assumed the obligations of the Agency under the JPA Agreement.
 The Authority has no component units. The Mayor and City Council serve as the Board of the Authority. The City Manager serves as the Executive Director. The debt being incurred for the construction of the Stadium is the responsibility of the Authority. The City is not a party to the debt nor has the City guaranteed such debt.

B. FUND STRUCTURE
The Authority has three funds for operating, capital, and debt service purposes.

C. BASIS OF ACCOUNTING
 The Authority reports its activities as a business -type activity. The financial statements include a statements of net position, a statements of revenues, expenses, and changes in net position, and statements of cash flows, and they are accounted for using the “economic resources” measurement focus and the accrual basis of accounting. Accordingly, all assets and liabilities (whether current or noncurrent) are included on the statements of net position. Reported net position is segregated into three categories – net investment in capital assets, restricted and unrestricted. The statements of revenues, expenses, and changes in net position presents increases (revenues) and decreases (expenses) in total net position. Under the accrual basis of accounting, revenues are recognized in the period in which they Agreement with CliftonLarsonAllen LLP/Exhibit A-Scope of Services Page 2 Rev. 07-01-18
are earned while expenses are recognized in the period in which a liability is incurred.
 Operating revenues are those revenues that are generated from the primary operations of the Authority. All other revenues are reported as nonoperating.

Operating expenses are those expenses that are essential to the primary operations of the fund. All other expenses are reported as nonoperating expenses.

2. YEAR-END
An amendment was made to the JPA Agreement on November 13, 2012 in part to change the fiscal year of the Authority from July 1 through June 30 fiscal year to April 1 through March 31 fiscal year to conform with the fiscal year of the Stadium Funding Trust.

3. REPORTS TO BE ISSUED
A. Consultant shall issue the following reports:
 Independent Auditors’ Report to express an opinion on the fair presentation of the financial statements in conformity with generally accepted accounting principles
 Report on internal control over financial reporting and other matters based on the audit
 Independent Auditors’ Report related to certain provisions associated with a Credit Agreement by and among the Authority, Stadium Funding Trust, and Goldman Sachs Bank
 Agreed Upon Procedures on the Shared Stadium Expenses noted in the Statement of Operations of the Lease Agreement
B. REPORTABLE AND NON-REPORTABLE CONDITIONS
In the required report(s) on compliance and internal controls, consultant shal l communicate any reportable conditions found during the audit. A reportable condition shall be defined as a significant deficiency in the design or operation of the internal control structure, which could adversely affect the organization's ability to re cord, process, summarize and report financial data consistent with the assertions of management in the financial statements.
 Reportable conditions that are also material weaknesses shall be identified as such in the report
 Non-reportable conditions discovered by the firm shall be reported in a separate letter to management, which shall be referred to in the reports on internal controls  The reports on compliance shall include all instances of noncompliance C. IRREGULARITIES AND ILLEGAL ACTS
Agreement with CliftonLarsonAllen LLP/Exhibit A-Scope of Services Page 3 Rev. 07-01-18
Consultant shall be required to make an immediate written report of all irregularities and illegal acts or indications of illegal acts of which they become aware to the following parties:
 Kenn Lee, Treasurer
 Linh Lam, Assistant Director of Finance
 Tyler Cook, Principal Financial Analyst
D. REPORTING TO THE AUDIT COMMITTEE
The Authority’s Audit Committee consists of three Board members who meet annually.

Consultant shall ensure that the Authority's Audit Committee is informed of each of the following:
 Auditor's responsibility under generally accepted auditing standards  Significant accounting policies
 Management judgments and accounting estimates
 Significant audit adjustments
 Other information in documents containing audited financial statements  Disagreements with management
 Management consultation with other accountants
 Major issues discussed with management prior to retention  Difficulties encountered in performing the audit

4. AUDITING STANDARDS TO BE FOLLOWED
Audits shall be performed in accordance with generally accepted auditin g standards as set forth by the American Institute of Certified Public Accountants, and the standards for financial audits set forth in the Government Auditing Standards, issued by the Comptroller General of the United States.

5. WORKING PAPER RETENTION AND ACCESS TO WORKING PAPERS  All working papers and reports must be retained, at the consultant’s expense, for a minimum of seven (7) years, unless the firm is notified in writing by the AUTHORITY of the need to extend the retention period. The firm will be required to make working papers available, upon request, to the following parties or their designees:
 Authority
 Oversight or cognizant agencies
 Parties designated by the federal or state governments or by the Authority as part of an audit quality review process
 Audit firms of entities of which the Authority is a component unit or otherwise related entities
Agreement with CliftonLarsonAllen LLP/Exhibit A-Scope of Services Page 4 Rev. 07-01-18
 In addition, consultant shall respond to the reasonable inquiries of successor audit firm and allow successor audit firm to review working papers relating to matters of continuing accounting significance.

6. VERIFYING SOURCE DOCUMENTS
Consultant is expected to verify the transaction balances against the supporting source documents for all items selected for testing in the Audit Procedure. The Authority wants to ensure that all the recorded transactions have proper source documentation and are fully supported.

7. AUDIT CONTACT
 The firm's principal contact with the Authority will be Tyler Cook, Principal Financial Analyst, who will coordinate the assistance to be pro vided by the Authority to the firm.
 City staff will generally be available to provide customary information, explanation or other assistance.

8. SCHEDULE FOR THE MARCH 31, 2026 FISCAL YEAR AUDIT
 Entrance Conference – January 2026
The purpose of this meeting will be to discuss any prior audit problems and the interim work to be performed. This meeting will also be used to establish overall liaison for the audit and to plan for workspace and other needs of the audit firm.  Audit Plan – January 2026
Consultant shall provide both an audit plan and a list of all schedules to be prepared by the Authority for the interim audit fieldwork.
 Interim Work- April 2026
 Progress Conference / Detailed Audit Plan - Shortly after end of interim fieldwork The purpose of this m eeting will be to summarize the results of the preliminary tests of the key internal controls and to discuss other areas that may require testing.

Consultant shall also provide both a detailed audit plan and a list of all schedules to be prepared by the Authority for the final audit.
 Fieldwork – July 2026
Authority staff shall have the Trial Balance, balance sheet reconciliations and draft financial statements ready for the audit firm’s fieldwork by July 15, 2026.  Exit Conference – End of fieldwork
Agreement with CliftonLarsonAllen LLP/Exhibit A-Scope of Services Page 5 Rev. 07-01-18
Upon completion of the audit examination and prior to issuing any audit reports or the management letter, consultant will participate in an exit conference with the Authority Executive Director (or designee), Treasurer, Assistant Director of Finance, and the Accounting Manager to discuss observations and findings.  Final Report Comments Due to Authority Staff No Later Than – August 15, 2026  Final Reports
Opinion to be included in reports no later than September 15, 2026.  Audit Committee Meeting - Late August 2026
After the exit conference meeting and Final Report issuance, consultant will participate in an Audit Committee meeting with the three Audit Committee Board Members, the Authority Executive Director, Treasurer, City Auditor, and the Accounting Manager to discuss observations and findings.
 Audit Report Presentation to Board
Authority Staff and the audit firm will submit the financial statements to the Board in an open meeting prior to September 30, 2026.

Note: Consultant is encouraged to accelerate the above schedule where possible.

Agreement with CliftonLarsonAllen LLP/Exhibit B-Schedule of Fees Page 1 Rev. 07-01-18

EXHIBIT B

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

Professional
Services March 31, 2026 March 31, 2027 March 31, 2028
Audit of Financial
Statements $72,500 $76,100 $79,900
Audit report of the
credit agreement by

AUTHORITY,
Stadium Funding
Trust, and Goldman
Sachs Bank

Included

Included
Agreed Upon
Procedures on the
Shared Stadium
Expenses

$5,000

$5,300

$5,600
Technology and client
support fee (5%) $3,875 $4,070 $4,275
SUBTOTAL: Fixed
price amount for
audit services in
Exhibit A
$81,375 $85,470 $89,775
Contingency for ad
hoc projects (if
necessary)
$16,275 $17,094 $17,955
TOTAL $97,650 $102,564 $107,730

Authority may extend the agreement for two additional one-year terms at the sole discretion of the Authority. If such extension is requested by Authority, Contractor may request a price increase at such time subject to justification by Contractor and approval by Authority.

Agreement with CliftonLarsonAllen LLP/Exhibit B-Schedule of Fees Page 2 Rev. 07-01-18
Payment Schedule
Authority will pay Consultant after the successful completion of the following phases for each audit year (including extension years, if applicable) per the above work plan and submission of a properly completed invoice:

% of Total FY 26 FY 27 FY 28
Completion of Interim Work 20% $16,275 $17,095 $17,955
Completion of Fieldwork 30% $24,410 $25,640 $26,930
Issuance of Signed Reports
and Financial Statements
30% $24,410 $25,640 $26,930
Completion of Audit Report
Presentation to the Board
20% $16,280 $17,095 $17,960

If additional ad hoc services are required, the parties shall mutually determine the scope of such services, along with the corresponding fees and payment terms, prior to the commencement of the work.

Agreement with CliftonLarsonAllen LLP/Exhibit C-Insurance Requirements Page 1 Rev. 07-01-18

EXHIBIT C

INSURANCE REQUIREMENTS
Without limiting the Contractor’s indemnification of the Authority, and prior to commencing any of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect, at its sole cost and expense, the following insurance policies with at least the indicated coverages, provisions and endorsements:

A. COMMERCIAL GENERAL LIABILITY INSURANCE

1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$1,000,000 each occurrence
$1,000,000 general aggregate
$1,000,000 products/completed operations aggregate
$1,000,000 personal injury

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

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

B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01, with minimum policy limits of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned, non-owned and hired autos.

Agreement with CliftonLarsonAllen LLP/Exhibit C-Insurance Requirements Page 2 Rev. 07-01-18
C. WORKERS’ COMPENSATION

1. Workers’ Compensation Insurance Policy as required by statute and employer’s liability with the following limits: at least one million dollars ($1,000,000) policy limit Illness/Injury by disease, and one million dollars ($1,000,000) for each Accident/Bodily Injury.

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

3. This policy must include a Waiver of Subrogation in favor of the Santa Clara Stadium Authority, its governing board, subordinate boards, commissions, officers, employees, volunteers and agents.

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

1. Additional Insureds. The Santa Clara Stadium Authority, its governing board, subordinate board, commissions, officers, employees, volunteers and agents (the “Indemnified Parties”) are hereby added as additional insureds in respect to liability arising out of Contractor’s work for Authority, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85 or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.

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

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

Agreement with CliftonLarsonAllen LLP/Exhibit C-Insurance Requirements Page 3 Rev. 07-01-18
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to Authority at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of non- renewal.

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

5. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and Authority agree as follows:

6. Contractor agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Contractor agrees that upon request by Authority, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to Authority for review.

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

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

E. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance Agreement with CliftonLarsonAllen LLP/Exhibit C-Insurance Requirements Page 4 Rev. 07-01-18
coverage shall be maintained with insurers, and under forms of policies, satisfactory to Authority and as described in this Agreement. Contractor shall file with the Authority all certificates and endorsements for the required insurance policies for Authority’s approval as to adequacy of the insurance protection.

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

Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to Authority pursuant to this Agreement shall be mailed to:

Santa Clara Stadium Authority
c/o Ebix, Inc.

P.O. Box 100085 – S2 or 1 Ebix Way
Duluth, GA 30096 John’s Creek, GA 30097

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

Agreement with CliftonLarsonAllen LLP/Exhibit D-Additional Contract Language Page 1 Rev. 07-01-18

EXHIBIT D

ADDITIONAL CONTRACT LANGUAGE

Contractor’s services cannot be relied upon to disclose all errors, fraud, or noncompliance with laws and regulations. Except as described in this Agreement or any applicable Statement of Work (SOW), Contractor has no responsibility to identify and communicate deficiencies in Authority’s internal controls as part of any services.

Contractor will not disclose any of Authority’s confidential, proprietary, or privileged information to any person or party, unless Authority authorizes Contractor to do so, it is published or released by Authority, it becomes publicly known or available other than through disclosure by Contractor, or disclosure is required by law, regulation or professional standard. This confidentiality provision does not prohibit Contractor from disclosing Authority’s information to one or more of Contractor’s affiliated companies in order to provide services that Authority has requested from Contractor or from any such affiliated Authority. Any such affiliated company shall be subject to the same restrictions on the use and disclosure of Authority’s information as apply to Contractor.

Authority also consents to Contractor’s disclosure of information regarding the nature of services Contractor provide to Authority to another independent network member of CLA Global, for the limited purpose of complying with professional obligations regarding independence and conflicts of interest.

The workpapers and files supporting the services Contractor performs are the sole and exclusive property of Contractor and constitute confidential and proprietary information.

Contractor does not provide access to its workpapers and files to Authority or anyone else in the normal course of Contractor. Unless required by law or regulation to the contrary, Contractor retain its workpapers and files in accordance with its record retention policy that typically provides for a retention period of seven years. After this period expires, Contractor’s workpapers and files will be destroyed. Furthermore, physical deterioration or catastrophic events may shorten the time Contractor’s records are available. The workpapers and files of Contractor are not a substitute for Authority’s records.

Pursuant to Authority given by law, regulation or professional standards Contractor may be requested to make certain workpapers and files available to a regulator for its regulatory oversight purposes. Contractor will notify Authority of any such request, if permitted by law. Access to the requested workpapers and files will be provided to the regulator under the supervision of Contractor personnel and at a location designated by Contractor. Furthermore, upon request, Contractor may provide copies of selected workpapers and files to such regulator. The regulator may intend, or decide, to distribute the copies or information contained therein to others, including other governmental agencies.

Contractor may, at times, utilize external web applications to receive and process information from its clients; however, any sensitive data, including protected health Agreement with CliftonLarsonAllen LLP/Exhibit D-Additional Contract Language Page 2 Rev. 07-01-18
information and personally identifiable information, must be redacted by Authority to the maximum extent possible prior to uploading the document or file. In the event that Authority is unable to remove or obscure all sensitive data, please contact Contractor to discuss other potential options for transmitting the document or file.

Contractor and certain owners of Contractor are licensed by the California Board of Accountancy. However, Contractor has owners not licensed by the California Board of Accountancy who may provide services under this Agreement. If Authority has any questions regarding licensure of the personnel performing services under this Agreement, please do not hesitate to contact Contractor.

Contractor regularly aggregates anonymized client data and perform a variety of analyses using that aggregated data. Some of these analyses are published to clients or released publicly. However, Contractor is always careful to preserve the confidentiality of the separate information that Contractor obtains from each client, as required by the American Institute of Certified Public Accountants (AICPA) Code of Professional Conduct and various laws. Authority’s acceptance of this Agreement will serve as Authority’s consent to Contractor’s use of anonymized data in performing and reporting on these cost comparison, performance indicator and/or benchmarking analyses.

Contractor may, at times, use third-party software applications to perform services under this Agreement. Authority acknowledges the software vendor may have access to its data.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-1720 Agenda Date: 1/13/2026

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on Agreement with SCC Electric Inc. for the Radio Booth Cabling - Phase I CapEx Project at Levi’s Stadium and Related Budget Amendment

BACKGROUND
Pursuant to Section 2.9 of the Stadium Management Agreement between the Santa Clara Stadium Authority (Stadium Authority), Forty Niners SC Stadium Company LLC (StadCo), and Forty Niners Stadium Management Company LLC (Stadium Manager), the Stadium Manager is responsible for maintaining Levi’s Stadium (Stadium) “in the Required Condition and operate the Stadium as a quality NFL and multi-purpose public sports, public assembly, exhibit and entertainment facility….” The Stadium Authority Fiscal Year (FY) 2025/26 Capital Expense (CapEx) Budget includes a $549,893 for a Radio Booth Cabling - Phase I line item. The project will install fiber optic cabling to increase the low voltage cabling backbone. This installation will accommodate the expanding requests received for booth usage during stadium events and will help the stadium keep up with emerging trends. The project will install fiber optic cabling between multiple booths located on the 800 level suite tower location and the loading dock.

The Stadium Manager has incurred approximately $20,475.06 in costs related to permits, design and engineering services, and advertising of the public works project. At the time of writing this report, the Stadium Manager did not have a final amount for the permits, design, and engineering costs but confirmed that the amount should sufficiently cover the described costs. The Stadium Manager has existing agreements for architectural and engineering services which were approved by the Stadium Authority Board on November 9, 2021.

The Stadium Manager is requesting Stadium Authority Board approval of the following actions related to the Radio Booth Cabling - Phase I CapEx Project:

1. Approve approval and award of a one-time contract to SCC Electric Inc., in the amount of $485,000 for the Radio Booth Cabling - Phase I at Levi’s Stadium;

2. Authorize the Stadium Manager to execute change orders with SCC Electric Inc. and incur other project related expenditures including, for design, engineering, advertising, permits, and inspections, of up to $48,500, for a total not to exceed amount of $533,500;

3. Approve an augmentation of the Stadium Authority capital expenditure budget for this project of $4,082.06, which will increase the total budget amount for this Project from $549,893 to $553,975.06; and

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

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25-1720 Agenda Date: 1/13/2026
The Stadium Manager has provided a Recommendation Memo that summarizes the new request (Attachment 1).

DISCUSSION
Stadium Authority staff reviewed the Stadium Manager’s Recommendation for Award memo, supporting documentation, and draft agreement (Attachment 2) for consistency against the City’s public works bidding practices (City Charter Section 1310). The Stadium Manager’s original Request for Bids (RFB) received one response, which was determined over budget. The Stadium Manager cancelled the bid and reissued the RFB, which received five responses. After issuing the new RFB and selecting the lowest bidder, the Stadium Manager issued a Notice of Intended Award. The selected bidder withdrew their bid, resulting in their disqualification, as well as a payment of bid security in the amount of $24,980 which will be forwarded to the Stadium Authority. The Stadium Manager is recommending award to the next lowest responsive and responsible bidder, SCC Electric Inc.

Based on the provided documentation and information, staff recommends approval of the Stadium Manager’s request.

The Stadium Authority Counsel’s Office has reviewed the requested agreement for comparison to the Stadium Authority’s customary language. Nothing in the proposed agreement changes the Stadium Authority’s rights under the Management Agreement and specifically with respect to any dispute that may arise from the Stadium Manager’s obligations under the Management Agreement.

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

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

FISCAL IMPACT
The FY 2025/26 CapEx Budget contains a $549,893 line item for the Radio Booth Cabling - Phase I CapEx Project. Approval of the Stadium Manager’s request will require a budget amendment to increase the line item by $4,083 to a total budget amount of $553,976. The new budget total will cover the agreement ($485,000), potential change orders and potential and incurred project costs related to design and engineering services, permits, inspections, and advertising of the public works project ($68,975.06 total, inclusive of the estimated $20,475.06 in incurred costs). The Stadium Authority is responsible for all CapEx Project costs.

The table below summarizes the budget amendment as discussed above:

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25-1720 Agenda Date: 1/13/2026
CapEx Budget
Description Current Increase/
Decrease
Revised
Equipment Expense $3,856,765 $4,083 $3,860,848
Ending Fund Balance - Capital
Expenditure Reserve
$1,357,684 ($4,083) $1,353,601

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

RECOMMENDATION

1. Approve a budget amendment for the Radio Booth Cabling - Phase I line item in the Stadium Authority FY 2025/26 CapEx Budget to increase the budget by $4,083 from the Capital Budget Ending Fund Balance, for a total budget amount of $553,976;

2. Approve the Stadium Manager’s request for approval of the Agreement with SCC Electric Inc., in the amount of $485,000 for the Radio Booth Cabling - Phase I CapEx Project at Levi’s Stadium;

3. Authorize the Stadium Manager to execute change orders with SCC Electric Inc. and incur other project related expenditures including design, engineering, advertising, permits, and inspections, of up to $48,500 for a total not to exceed amount of $533,500; and

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

Prepared by: Christine Jung, Deputy City Manager
Approved by: Jovan D. Grogan, Executive Director

ATTACHMENTS

1. Agreement with SCC Electric Inc.

2. Stadium Manager’s Recommendation Memo
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Agreement No: xxx

Levi’s Stadium Radio Booth Cabling Project

-1- 00 52 13 – CONTRACT

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

Levi’s Stadium Radio Booth Cabling Project
The Contractor and its surety shall be liable to the Stadium Manager for any damages arising as a result of the Contractor’s failure to comply with this obligation. b. TIME FOR COMPLETION. Time is of the essence in the performance of the Work. The Work shall be commenced on the date stated in the Stadium Manager’s Notice to Proceed. The Contractor shall complete all Work required by the Contract Documents within One-Hundred Twenty (120) calendar days from the commencement date stated in the Notice to Proceed. By its signature hereunder, Contractor agrees the time for completion set forth above is adequate and reasonable to complete the Work.
c. CONTRACT PRICE. The Stadium Manager shall pay to the Contractor as full compensation for the performance of the Contract, subject to any additions or deductions as provided in the Contract Documents, and including all applicable taxes and costs, the sum of ____________________________________________________________________ Do llars ($_________________________________). Payment shall be made as set forth in the General Conditions.
d. LIQUIDATED DAMAGES. In accordance with Government Code Section 53069.85, it is agreed that the Contractor will pay the Stadium Manager the sum set forth in Section 00 73 13, Article 1.10 for each and every calendar day of delay beyond the time prescribed in the Contract Documents for finishing the Work, as Liquidated Damages and not as a penalty or forfeiture. In the event this is not paid, the Contractor agrees the Stadium Manager may deduct that amount from any money due or that may become due the Contractor under the Contract. This Article does not exclude recovery of other damages specified in the Contract Documents. e. COMPONENT PARTS OF THE CONTRACT. The “Contract Documents” include the following:

Notice Inviting Bids
Instructions to Bidders
Bid Form
Bid Bond
Designation of Subcontractors
Information Required of Bidders
•
Agreement No: xxx

Levi’s Stadium Radio Booth Cabling Project

-2- 00 52 13 – CONTRACT

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

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

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

2. DAS 142 Form (applicable if Contract Price is $30,000 or more). Contractor, on behalf of itself and its subcontractors, must provide a copy of DAS 142 forms filed with the appropriate apprenticeship committee(s) or evidence of an approved exemption with i ts first application for payment for Work involving an •
Agreement No: xxx

Levi’s Stadium Radio Booth Cabling Project

-3- 00 52 13 – CONTRACT

apprenticeable craft or trade classification – additional DAS 142 forms or evidence of approved exemptions must be provided following this initial submission with future applications for payment in the event those applications are for Work involving an apprenticeable craft or trade classification not covered under the first application for payment.

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

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

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

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

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

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

Contractor acknowledges and agrees the foregoing amount is a reasonable estimate of the value of the documentation specified above. •
Agreement No: xxx

Levi’s Stadium Radio Booth Cabling Project

-4- 00 52 13 – CONTRACT

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

FORTY NINERS STADIUM [INSERT NAME OF CONTRACTOR]

MANAGEMENT COMPANY LLC

By: By:

Francine Hughes
EVP & General Manager Its:

Printed Name:

(CONTRACTOR’S SIGNATURE MUST BE

NOTARIZED AND CORPORATE

SEAL AFFIXED, IF APPLICABLE)

END OF CONTRACT

•
Agreement No: xxx

Levi’s Stadium Radio Booth Cabling Project

-5- 00 52 13 – CONTRACT

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

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

appeared , who proved to me on the basis of satisfactory

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

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

WITNESS my hand and official seal.

Signature of Notary Public

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT Individual
Corporate Officer

Title(s) Title or Type of Document
Partner(s)
Limited

General Number of Pages
Attorney-In-Fact
Trustee(s)
Guardian/Conservator Date of Document
Other:

Signer is representing:

Name Of Person(s) Or Entity(ies)

Signer(s) Other Than Named Above

□
□
□
□
□
□
□
□
□
•
Agreement No: xxx

Levi’s Stadium Radio Booth Cabling Project

-6- 00 61 13 – BOND FORMS

00 61 13 – BOND FORMS

1.1 Performance Bond.

KNOW ALL PERSONS BY THESE PRESENTS:

THAT WHEREAS, the Forty Niners Stadium Management Company LLC, (hereinafter referred to as “Stadium Manager”) has awarded to _________________________ (hereinafter referred to as the “C ontractor”) an agreement for the Levi’s Stadium Radio Booth Cabling Project (hereinafter referred to as the “Project”).

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

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

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

As a part of the obligation secured hereby and in addition to the face amount specified therefore, there shall be included costs and reasonable expenses and fees including reasonable attorney’s fees, incurred by Stadium Manager in enforcing such obligation.

As a condition precedent to the satisfactory completion of the C ontract Documents, unless otherwise provided for in the Contract Documents, the above obligation shall hold good for a period of one (1) year after the acceptance of the work by Stadium Manager, during which time if Contractor shall fail to make full, complete, and satisfactory repair and replacements and totally protect the Stadium Manager from loss or damage resulting from or caused by defective materials or faulty workmanship. The obligatio ns of Surety hereunder shall continue so long as any obligation of Contractor remains. Nothing herein shall limit the Stadium Manager’s rights or the Contractor or Surety’s obligations under the Contract, law or equity, including, but not limited to, California Code of Civil Procedure Section 337.15.
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Whenever Contractor shall be, and is declared by the Stadium Manager to be, in default under the Contract Documents, the Surety shall remedy the default pursuant to the Contract Documents, or shall promptly, at the Stadium Manager’s option:
i. Take over and complete the Project in accordance with all terms and conditions in the Contract Documents; or
ii. Obtain a bid or bids for completing the Project in accordance with all terms and conditions in the Contract Documents and upon determination by Surety of the lowest responsive and responsible bidder, arrange for a Contract between such bidder, the Surety a nd the Stadium Manager , and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the Stadium Manager under the Contract and any modification thereto, less any amount previously paid by the Stadium Manager to the Contractor and any other set offs pursuant to the Contract Documents.
iii. Permit the Stadium Manager to complete the Project in any manner consistent with California law and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the Stadium Manager under the Contract and any modification thereto, less any amount previously paid by the Stadium Manager to the Contractor and any other set offs pursuant to the Contract Documents.

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

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

The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project.

By their signatures hereunder, Surety and Contractor hereby confirm under penalty of perjury that surety is an admitted surety insurer authorized to do business in the State of California. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
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Agreement No: xxx

Levi’s Stadium Radio Booth Cabling Project

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

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

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

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

•
Agreement No: xxx

Levi’s Stadium Radio Booth Cabling Project

-9- 00 61 13 – BOND FORMS

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

appeared , who proved to me on the basis of satisfactory

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

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

WITNESS my hand and official seal.

Signature of Notary Public

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT Individual
Corporate Officer

Title(s) Title or Type of Document
Partner(s)
Limited

General Number of Pages
Attorney-In-Fact
Trustee(s)
Guardian/Conservator Date of Document
Other:

Signer is representing:

Name Of Person(s) Or Entity(ies)

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

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Agreement No: xxx

Levi’s Stadium Radio Booth Cabling Project

-10- 00 61 13 – BOND FORMS

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

appeared , who proved to me on the basis of satisfactory

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

WITNESS my hand and official seal.

Signature of Notary Public

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT Individual
Corporate Officer

Title(s) Title or Type of Document
Partner(s)
Limited

General Number of Pages
Attorney-In-Fact
Trustee(s)
Guardian/Conservator Date of Document
Other:

Signer is representing:

Name Of Person(s) Or Entity(ies)

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

END OF PERFORMANCE BOND
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Agreement No: xxx

Levi’s Stadium Radio Booth Cabling Project

-11- 00 61 13 – BOND FORMS

1.2 Payment Bond (Labor and Materials).

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

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

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

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

It is further stipulated and agreed that the Surety on this bond shall not be exonerated or released from the obligation of this bond by any change, extension of time for performance, addition, alteration or modification in, to, or of any contract, plans, specifications, or agreement pertaining or relating to any scheme or work of improvement herein above described, or pertaining or relating to the furnishing of labor, materials, or equipment therefore, nor by any change or modification of any terms of pa yment or extension of the time for any payment pertaining or relating to any scheme or work of improvement herein above described, nor by any rescission or attempted rescission or attempted rescission of the contract, agreement or bond, nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants •
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otherwise entitled to recover under any such contract or agreement or under the bond, nor by any fraud practiced by any person other than the claimant seeking to recover on the bond and that this bond be construed most strongly against the Surety and in fa vor of all persons for whose benefit such bond is given, and under no circumstances shall Surety be released from liability to those for whose benefit such bond has been given, by reason of any breach of contract between the owner or Stadium Manager and original contractor or on the part of any obligee named in such bond, but the sole conditions of recovery shall be that claimant is a person described in Civil Code Section 9100, and has not been paid the full amount of his claim and that Surety does hereby waive notice of any such change, extension of time, addition, alteration or modification herein mentioned, including but not limited to the provisions of Sections 2819 and 2845 of the California Civil Code.

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

IN WITNESS WHEREOF, we have hereunto set our hands and seals this ___ ____ day of ______________, 20__.
(Corporate Seal)
Contractor/ Principal
By
Title
(Corporate Seal)
Surety
By
Attorney-in-Fact

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

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

•
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Levi’s Stadium Radio Booth Cabling Project

-13- 00 61 13 – BOND FORMS

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

appeared , who proved to me on the basis of satisfactory

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

WITNESS my hand and official seal.

Signature of Notary Public

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT Individual
Corporate Officer

Title(s) Title or Type of Document
Partner(s)
Limited

General Number of Pages
Attorney-In-Fact
Trustee(s)
Guardian/Conservator Date of Document
Other:

Signer is representing:

Name Of Person(s) Or Entity(ies)

Signer(s) Other Than Named Above
NOTE: This acknowledgment is to be completed for Contractor/Principal. □
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Agreement No: xxx

Levi’s Stadium Radio Booth Cabling Project

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

appeared , who proved to me on the basis of satisfactory

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

WITNESS my hand and official seal.

Signature of Notary Public

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT Individual
Corporate Officer

Title(s) Title or Type of Document
Partner(s)
Limited

General Number of Pages
Attorney-In-Fact
Trustee(s)
Guardian/Conservator Date of Document
Other:

Signer is representing:

Name Of Person(s) Or Entity(ies)

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

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

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

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

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

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

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

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

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

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

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

J. Contract -- The entire integrated written agreement between the Stadium Manager and Contractor concerning the Work. “Contract” may be used interchangeably with “Agreement” in the Contract Documents. The Contract supersedes prior •
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negotiations, representations, or agreements, whether written or oral, and includes all Contract Documents.

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

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

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

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

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

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

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

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

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

T. Demobilization -- The complete dismantling and removal by the Contractor of all of the Contractor’s temporary facilities, equipment, and personnel at the Site. •
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U. Drawings -- That part of the Contract Documents prepared by the Stadium Manager which graphically shows the scope, extent, and character of the Work to be performed by Contractor. Shop Drawings and other Contractor submittals are not Drawings as so defined.

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

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

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

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

Z. Holiday – The Holidays occur on:

New Year’s Day - January 1
President’s Day – Third Monday in February
Memorial Day - Last Monday in May
Independence Day - July 4
Labor Day - First Monday in September
Veteran’s Day - November 11
Thanksgiving Day - Fourth Thursday in November
Friday after Thanksgiving
Christmas Eve – December 24
Christmas Day - December 25
Day After Christmas – December 26
New Year’s Eve – December 31
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If any Holiday listed above falls on a Saturday, Saturday and the preceding Friday are both Holidays. If the Holiday should fall on a Sunday, Sunday and the following Monday are both Holidays.

AA. Indemnified Parties – The Stadium Manager, the Santa Clara Stadium Authority, the City of Santa Clara, their affiliates, and each of their respective officers, directors, mana gers, members, partners, owners, employees, agents and authorized volunteers, each tenant and event promoter of Levi’s Stadium, and any mortgagee, bond trustee or other financial institution from time to time holding a line or indenture upon an interest in Levi’s Stadium, and each of them.

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

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

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

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

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

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

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

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

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

KK. Stadium Manager’s Representative -- The individual, partnership, corporation, joint venture, or other legal entity named as such in Section 00 73 13, Article 1.1. or any succeeding entity designated by the Stadium Manager acting either directly or through properly authorized agents, such agents acting severally within the scope of the particular duties entrusted to them. On all questions concerning the •
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-19- 00 72 13 – GENERAL CONDITIONS

acceptance of materials, machinery, the classifications of material, the execution of work, conflicting interest of the contractors performing related work and the determination of costs, the decision of the Stadium Manager’s Representative , duly authorized by the Stadium Manager, shall be binding and final upon both parties.

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

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

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

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

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

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

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

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

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

ARTICLE 2. CONTRACT DOCUMENTS
A. Contract Documents. The Contract Documents are complementary, and what is called for by one shall be as binding as if called for by all. •
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B. Interpretations. The Contract Documents are intended to be fully cooperative and complementary. If the Contractor observes that any documents are in conflict, the Contractor shall promptly notify the Stadium Manager’s Representative in writing. In case of conflicts between the Contract Documents, the order of precedence shall be as follows:

1. Change Orders, most recent first

2. Addenda, most recent first

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

4. Levi’s Stadium Jobsite Rules

5. Special Conditions

6. General Requirements

7. Technical Specifications

8. Plans (Contract Drawings)

9. Contract

10. General Conditions

11. Instructions to Bidders

12. Notice Inviting Bids

13. Contractor’s Bid Forms

14. Standard Specifications for Public Works Construction (The Greenbook), latest edition, Except Sections 1-9

15. Standard Drawings

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

1. Figures govern over scaled dimensions

2. Detail drawings govern over general drawings

3. Addenda or Change Order drawings govern over Contract Drawings

4. Contract Drawings govern over Standard Drawings

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

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

ARTICLE 3. PRECONSTRUCTION AND CONSTRUCTION COMMUNICATION Before any Work at the site is started, a conference attended by the Stadium Manager, Contractor, Stadium Manager’s Representative, and others as appropriate will be held to establish a working understanding among the parties as to the Work and to discuss the schedules referred to herein, procedures for handling Shop Drawings and other submittals, processing Applicat ions for Payment, and maintaining required records.
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At this conference the Stadium Manager and Contractor each shall designate, in writing, a specific individual to act as its authorized representative with respect to the services and responsibilities under the Contract. Such individuals shall have the authority to transmit instructions, recei ve information, render decisions relative to the Contract, and otherwise act on behalf of each respective party.

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

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

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

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

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

C. Quality of Parts, Construction and Finish. All parts of the Work shall be of the best quality of their respective kinds and the Contractor must use all diligence to inform itself fully as to the required construction and finish. •
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D. Contractor’s Variation from Contract Document Requirements. If it is found that the Contractor has varied from the requirements of the Contract Documents including the requirement to comply with all applicable laws, ordinances, rules and regulations, the Stadium Manager’s Representative may at any time, before or after completion of the Work, order the improper Work removed, remade or replaced by the Contractor at the Contractor’s expense.

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

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

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

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

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

4. Establishing fire protection system, as applicable.

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

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

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

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

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

10. Full-time presence of Contractor’s superintendent at the job site as required herein. •
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11. Submittal of Construction Schedule as required by the Contract Documents.

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

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

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

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

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

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

1. those reports known to the Stadium Manager of explorations and tests of subsurface conditions at or contiguous to the site; and •
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2. those drawings known to the Stadium Manager of physical conditions relating to existing surface or subsurface structures at the site (except Underground Facilities).

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

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

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

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

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

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

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

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

Contractor understands and agrees that it and all of its employees shall not be considered officers, employees, or agents of Stadium Manager and are not entitled to benefits of any kind normally provided employees of Stadium Manager , including but not limited to, state unemployment compensation or workers’ compensation. Contractor assumes full responsibility for the acts and omissions of its employees or agents related to the Work. •
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ARTICLE 12. SUBCONTRACTS
A. Contractor agrees to bind every subcontractor to the terms of the Contract Documents as far as such terms are applicable to subcontractor’s portion of the Work. Contractor shall be as fully responsible to the Stadium Manager for the acts and omissions of its subcontractors and of persons either directly or indirectly employed by its subcontractors, as Contractor is for acts and omissions of persons directly employed by Contractor. Nothing contained in these Contract Document s shall create any contractual relationship between any subcontractor and the Stadium Manager.

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

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

ARTICLE 13. VERIFICATION OF EMPLOYMENT ELIGIBILITY
By executing this Contract, Contractor verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subcontractors, sub -subcontractors and consultants to comply with the same. Each person executing this Contract on behalf of Contractor verifies that he or she is a duly authorized officer of Contractor and that any of the following shall be grounds for the Stadium Manager to terminate the Contract for cause: (1) failure of the Contractor or its subcontractors, sub-subcontractors or consultants to meet any of the requirements provided for in this Article; (2) any misrepresentation or material omission concerning compliance with such requirements; or (3) failure to immediately remove from the Work any person found not to be in compliance with such requirements.

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

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

C. Unless specifically designated in the Special Conditions, whenever any material, process, or article is indicated or specified by grade, patent, or proprietary name or by name of manufacturer, such specifications shall be deemed to be used for the purpose of facilitating the description of the material, process, or article desired and shall be deemed to be followed by the words “or equal.” Contractor may, unless otherwise stated, offer for substitution any material, process, or article which may be substantially equal to or better in every respect to that so indicated or specified in the Contract •
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Documents. However, the Stadium Manager has adopted uniform standards for certain materials, processes, and articles.

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

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

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

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

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

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

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

F. Failure to submit all the required substantiating data detailed above in a timely manner so that the substitution request can be adequately reviewed may result in rejection of the substitution request. The Stadium Manager’s Representative is not obligated to review multiple submittals related the same substitution request resulting from the Contractor’s failure to initially submit a complete package.

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

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

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

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

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

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

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

ARTICLE 17. MATERIALS
A. Except as otherwise specifically stated in the Contract Documents, Contractor shall provide and pay for all materials, labor, tools, equipment, lights, power, transportation, superintendence, temporary constructions of every nature, and all other services and facilities of every nature whatsoever necessary to execute and complete this Contract within specified time.
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B. Unless otherwise specified, all materials shall be new and the best of their respective kinds and grades as noted and/or specified, and workmanship shall be of good quality.

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

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

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

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

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

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

B. On some projects, t he Bid Form contains an allowance for the Contractor’s cost of acquiring all permits and construction inspection fees that may be charged to the Contractor by the Agency of Jurisdiction. The allowance is included within the Bid Form to eliminate the need by bidders to research or estimate the costs of permits and construction inspection fees prior to submitting a bid. The allowance is specifically intended to account for the costs of permits and construction inspection fees charged by the local Agency of Jurisdiction only. No other costs payable by Contractor to the Agency of Jurisdiction are included within the allowance. Payment by Stadium Manager to Contractor under the Permit and Inspection Allowance Bid Item shall be made based on actual cost receipts only and in accordance with the provisions of these specifications.
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ARTICLE 19. TRENCHES
A. Trenches Five Feet or More in Depth. Contractor shall submit to the Stadium Manager’s Representative at the preconstruction meeting, a detailed plan showing the design of shoring, bracing, sloping or other provisions to be made for worker protection from hazards of caving ground during the excavation of any trench or trenches five feet or more in depth. If such plan varies from shoring system standards established by the Construction Safety Orders of the California Code of Regulations, Department of Industrial Relations, the plan shal l be prepared by a California registered civil or structural engineer. The plan shall not be less effective than the shoring, bracing, sloping, or other provisions of the Construction Safety Orders, as defined in the California Code of Regulations. The Contractor shall designate in writing the “competent person” as defined in Title 8, California Code of Regulations, who shall be present at the Work Site each day that trenching/excavation is in progress. The “competent person” shall prepare and provide da ily trenching/excavation inspection reports to the Stadium Manager’s Representative. Contractor shall also submit a copy of its annual California Occupational Safety and Health Administration (Cal/OSHA) trench/excavation permit.

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

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

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

3. Unknown physical conditions at the site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract
The Stadium Manager shall promptly investigate the conditions, and if it finds that the conditions do so materially differ, or do involve hazardous waste, and cause a decrease or increase in Contractor’s cost of, or the time required for, performance of any part of the Work, shall issue a change order under the procedures described in the Contract Documents.

In the event that a dispute arises between the Stadium Manager and the Contractor as to whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in the Contractor’s cost of, or time required for, performance of any part of the Work, the Contractor shall not be excused from any scheduled completion date provided for by the Contract, but shall proceed with all Work to be performed under the Contract. Contractor shall retain any and all rights provided either by contract or by law which pertain to the resolution of disputes and protests between the parties.
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ARTICLE 20. TRAFFIC CONTROL
A. Traffic control plan(s) for the Work may be required by the Agency(s) of Jurisdiction.

Traffic control plans, if required, shall be prepared at Contractor’s expense, and traffic control shall be performed at Contractor’s expense in accordance with the requirements of the Agency(s) of Jurisdiction. If a Permit and Inspection Allowance is included within the Bid Form, it includes the cost of required traffic control permit(s) by the Agency(s) of Jurisdiction only. The Permit and Inspection Allowance does no t include costs for preparation of any required traffic control plans, implementation of any traffic control requirements or for any traffic signal services that may be required.

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

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

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

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

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

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

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

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

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

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

ARTICLE 26. TESTS AND INSPECTIONS
A. If the Contract Documents, the Stadium Manager’s Representative , or any instructions, laws, ordinances, or public authority requires any part of the Work to be tested or approved, Contractor shall provide the Stadium Manager’s Representative at least four (4) calendar days’ notice of its readiness for observation or inspection. If inspection is by a public authority other than the Stadium Manager, Contractor shall promptly inform the Stadium Manager of the date fixed for such inspection. Required certificates of inspection (or similar) shall be secured by Contractor. Costs for Stadium Manager testing and Stadium Manager inspection shall be paid by the Stadium Manager. Costs of tests for Work found not to be in compliance shall be paid by the Contractor.

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

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

D. In advance of manufacture of materials to be supplied by Contractor which must be tested or inspected, Contractor shall notify the Stadium Manager so that the Stadium Manager may arrange for testing at the source of supply. Any materials which have not satisfactorily passed such testing and inspection shall not be incorporated into the Work.
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E. If the manufacture of materials to be inspected or tested will occur in a plant or location greater than sixty (60) miles from the Stadium Manager, the Contractor shall pay for any excessive or unusual costs associated with such testing or inspection, including but not limited to excessive travel time, standby time and required lodging.

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

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

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

B. In an emergency affecting safety of life or of work or of adjoining property, Contractor, without special instruction or authorization from the Stadium Manager’s Representative, is hereby permitted to act to prevent such threatened loss or injury; and Contractor shall so act, without appeal, if so authorized or instructed by the Stadium Manager’s Representative or the Stadium Manager . Any compensation claimed by Contractor on account of emergency work shall be determined by and agreed upon by the Stadium Manager and the Contractor.

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

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

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

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

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

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

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

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

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

1. Powered Vehicles

2. Construction Equipment

3. Loading and Unloading Vehicles

4. Domestic Power Tools
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ARTICLE 31. PAYROLL RECORDS; LABOR COMPLIANCE
A. Pursuant to Labor Code Section 1776, Contractor and all subcontractors shall maintain weekly certified payroll records, showing the names, addresses, Social Security numbers, work classifications, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by them in connection with the Work under this Contract. Contractor shall certify under penalty of perjury that records maintained and submitted by Contractor are true and accurate. Contractor shall also require subcontractor(s) to certify weekly payroll records under penalty of perjury.

B. In accordance with Labor Code Section 1771.4, the Contractor and each subcontractor shall furnish the certified payroll records directly to the Department of Industrial Relations (“DIR”) on the specified interval and format prescribed by the DIR, which may include electronic submission. Cont ractor shall comply with all requirements and regulations from the DIR relating to labor compliance monitoring and enforcement. The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code Section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.

C. Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractor’s performance of Work, including any delay, shall be Contractor’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay subject to any applicable liquidated damages and shall not be compensable by the Stadium Manager. Contractor shall defend, indemnify and hold the Indemnified Parties free and harmless from an y claim or liability arising out of stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor.

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

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

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

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

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

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

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

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

ARTICLE 32. PREVAILING RATES OF WAGES
A. The Contractor is aware of the requirements of Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq. (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. Since this Project involves an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws.

The Contractor shall obtain a copy of the prevailing rates of per diem wages at the commencement of this Contract from the website of the Division of Labor Statistics and Research of the Department of Industrial Relations located at www.dir.ca.gov. In the alternative, the Contractor may view a copy of the prevailing rate of per diem wages which are on file at the Stadium Manager’s Administration Office and shall be made available to interested parties upon request. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification, or type of worker needed to perform work on the Project availab le to interested parties upon request, and shall post copies at the Contractor’s principal place of business and at the Project site. Contractor shall defend, indemnify and hold the Indemnified Parties free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or allege failure to comply with the Prevailing Wage Laws.

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

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

ARTICLE 33. PUBLIC WORKS CONTRACTOR REGISTRATION
Pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and its subcontractors must be registered with the Department of Industrial Relations prior to the execution of a contract to perform public works. By entering into this Contract, Contractor represents that it is aware of the registration requirement and is currently registered with the DIR. Contractor shall maintain a current registration for the duration of the Project. Contractor shall further include the requirements of Labor Code Sections 1725.5 and 1771.1 in any subcontract and ensure that all subcontractors are registered at the time this Contract is entered into and maintain registration for the duration of the Project. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1.

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

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

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

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

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

Employment Eligibility; Contractor . By executing this Contract, Contractor verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment •
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of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Contractor. Contractor also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Contract, and shall not violate any such law at any time during the term of the Contract.

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

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

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

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

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

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

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

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

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

ARTICLE 38. INSURANCE
The Contractor shall obtain, and at all times during performance of the Work of Contract, maintain all of the insurance described in this Article. Contractor shall not commence Work under this Contract until it has provided evidence satisfactory to the Stadium Manager that it has secured all insurance required hereunder. Contractor shall cause each subcontractor to purchase and maintain such required insurance. Contractor is also responsible for assuring that all subcontractors’ insurance policies required herein comply with the additional insured, primary and non-contributory and waiver of subrogation requirements. Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the Stadium Man ager that the subcontractor has secured all insurance required under this Article. Failure to provide and maintain all required insurance shall be grounds for the Stadium Manager to terminate this Contract for cause. Contractor shall furnish Stadium Mana ger with original certificates of insurance and endorsements effective coverage required by this Contract on forms satisfactory to the Stadium Manager. If requested by Stadium Manager, Contractor shall provide Stadium Manager with certificates of insurance and additional insured, primary and non- contributory and waiver of subrogation endorsements for the insurance required for all subcontractors. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that ins urer to bind coverage on its behalf, and shall be on forms acceptable to the Stadium Manager. All certificates and endorsements must be received and approved by the Stadium Manager before Work commences.

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

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

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

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

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

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

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

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

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

Contractor may combine primary, umbrella, and as broad as possible excess liability coverage to achieve the total limits indicated above. Any umbrella or excess liability policy shall include the addi tional insured endorsement described in the Contract Documents and shall be at least as broad as the primary coverage it supplements.

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

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

F. Contractor’s Equipment Insurance . Contractor shall provide Contractor’s Equipment Insurance applying to loss or damage on an “all risk” basis to any equipment, small tools, or other machinery whether owned, leased, rented, borrowed or otherwise in the care, custody and control of the Contractor for use in the performance of Work. The insurer shall agree to waive all rights of subrogation against the Stadium Manag er, its officials, employees, agents and authorized volunteers for losses paid under the terms of the insurance policy.
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ARTICLE 39. FORM AND PROOF OF CARRIAGE OF INSURANCE
A. Any insurance carrier providing insurance coverage required by the Contract Documents shall be admitted to and authorized to do business in the State of California unless waived, in writing, by the Stadium Manager’s Risk Manager. Carrier(s) shall have an A.M. Best rating of not less than an A:VII. Insurance deductibles or self - insured retentions must be declared by the Contractor. At the election of the Stadium Manager the Contractor shall either 1) reduce or eliminate such deductibles or self - insured rete ntions, or 2) procure a bond which guarantees payment of losses and related investigations, claims administration, and defense costs and expenses. If umbrella or excess liability coverage is used to meet any required limit(s) specified herein, the Contrac tor shall provide a “follow form” endorsement satisfactory to the Stadium Manager indicating that such coverage is subject to the same terms and conditions as the underlying liability policy.

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

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

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

E. Stadium Manager reserves the right to adjust the monetary limits of insurance coverages during the term of this Contract including any extension thereof if, in the Stadium Manager’s reasonable judgment, the amount or type of insurance carried by the Contractor becomes inadequate.
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F. Contractor shall report to the Stadium Manager, in addition to the Contractor’s insurer, any and all insurance claims submitted by the Contractor in connection with the Work under this Contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

B. The Stadium Manager may withhold a sufficient amount or amounts of any payment or payments otherwise due to Contractor, as in his judgment may be necessary to cover:
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1. Payments which may be past due and payable for just claims against Contractor or any subcontractors for labor or materials furnished in and about the performance of work on the Project under this Contract.

2. Defective work not remedied.

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

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

5. Damage to another contractor or a third party.

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

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

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

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

10. Site cleanup.

11. Failure to comply with Contract Documents.

12. Liquidated damages.

13. Legally permitted penalties.

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

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

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

ARTICLE 43. SECURITIES FOR MONEY WITHHELD
Pursuant to Section 22300 of the Public Contract Code of the State of California, Contractor may request the Stadium Manager to make retention payments directly to an escrow agent or may substitute securities for any money withheld by the Stadium Manager to ensure performance under the contract. At the request and expense of Contractor, securities equivalent to the amount withheld shall be deposited with the Stadium Manager or with a state or federally chartered bank as the escrow agent who shall return su ch securities to Contractor upon satisfactory completion of the contract. Deposit of securities with an escrow agent shall be subject to a written agreement substantially in the form provided in Section 22300 of the Public Contract Code.

ARTICLE 44. CHANGES AND EXTRA WORK.

A. Contract Change Orders.

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

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

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

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

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

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

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

B. Contract Price Change.

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

2. Unit Price Change Orders.
a. When the actual quantity of a Unit Price item varies from the Bid Form, compensation for the change in quantity will be calculated by multiplying the actual quantity by the Unit Price. This calculation may result in either an additive or deductive Final Change Order pursuant to the Contract Documents. •
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b. No Mark up for Overhead and Profit . Because the Contract Unit Prices provided in the Bid Form include Overhead and Profit as determined by Contractor at the time of Bid submission, no mark up or deduction for Overhead and Profit will be included in Unit Price Change Orders. c. Bid items included on the Bid Form may be deducted from the Work in their entirety without any negotiated extra costs.
d. Contractor acknowledges that unit quantities are estimates and agrees that the estimated unit quantities listed on the Bid Form will be adjusted to reflect the actual unit quantities which may result in an adjustment to the Contract Unit Prices. Such an a djustment will be made by execution of a final additive or deductive Change Order following Contractor’s completion of the Work. Upon notification, Contractor’s failure to respond within seven (7) Days will result in Stadium Manager’s issuance of a unit quantity adjustment to the Contract Unit Prices and/or Contract Time in accordance with the Contract Documents. e. The Stadium Manager or Contractor may make a Claim for an adjustment in the Unit Price in accordance with the Contract Documents if:
i. the quantity of any item of Unit Price Work performed by Contractor differs by twenty-five percent (25%) or more from the estimated quantity of such item indicated in the Contract; and
ii. there is no corresponding adjustment with respect to any other item of Work; and
iii. Contractor believes that Contractor is entitled to an increase in Unit Price as a result of having incurred additional expense or the Stadium Manager believes that the Stadium Manager is entitled to a decrease in Unit Price and the parties are unable to agree as to the amount of any such increase or decrease..

3. Contractor shall incorporate the provisions of this Section into all agreements with Subcontractors. Compensation for Lump Sum Change Orders shall be limited to expenditures necessitated specifically by the Additional Work, and shall be according to the following:
a. Overview. The Contractor will submit a properly itemized Lump Sum Change Order Proposal covering the Additional Work and/or the work to be deleted.

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

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

Contractor shall reduce their standard payroll tax percentages to properly reflect the effective cost reduction due to the estimated impact of the annua l maximum wages subject to payroll taxes. An estimated percentage for labor burden may be used for pricing change orders. However, the percentage used for labor burden to price change orders will be examined at the conclusion of the Project and an adjustment to the approved change orders will be processed if it is determined that the actual labor burden percentage should have been more or less than the estimated percentage used.
d. Materials. The cost of materials reported shall be at invoice or lowest current price at which such materials are locally available in the quantities involved, plus sales tax, freight, and delivery. Materials costs shall be based upon supplier or manufacturer’s invoice. If invoices or other satisfactory evidence of cost are not furnished within fifteen (15) Days of delivery, then the Stadium Manager shall determine the materials cost, at its sole discretion. Estimated material change order costs shall r eflect the Contractor's reasonably anticipated net actual cost for the purchase of the material needed for the change order work. Estimated material costs shall reflect cost reductions available to the Contractor due to “non -cash” discounts, trade discount s, free material credits, and/or volume rebates. “Cash” discounts (i.e., prompt payment discounts of 2% or less ) available on material purchased for change order work shall be credited to the Stadium Manager if the Contractor is provided the Stadium Manager funds in time for Contractor to take advantage •
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of any such “cash” discounts. The portion of any “cash” discounts greater than 2% will not be considered “non -cash” discount for purposes of this provision.

Price quotations from material suppliers must be itemized with unit prices for each specific ite m to be purchased. "Lot pricing" quotations will not be considered sufficient substantiating detail.
e. Tool and Equipment Use. Costs for the use of small tools, which are tools that have a replacement value of $1,000 or less, shall be considered included in the Overhead and Profit mark-ups established below. Allowable change order estimated costs may include appropriate amount s for rental of major equipment specifically needed to perform the change order work (defined as tools and equipment with an individual purchase cost of more than $750). For Contractor owned equipment, the "bare" equipment rental rat es allowed to be used for pricing change order proposals shall be 75% of the monthly rate listed in the most current publication of The AED Green Book divided by 176 to arrive at a maximum hourly rate to be applied to the hours the equipment is used performing the change order work. Further, for Contractor owned equipment, the aggregate equipment rent charges for any single piece of equipment used in all change order work shall be limited to 50% of the fair market value of the piece of equipment when the first change order is priced involving usage of the piece of equipment. Fuel necessary to operate the equipment will be considered as a separate direct cost associated with the change order work. f. Maximum Markup Percentage Allowable on Self -Performed Work . With respect to pricing change orders, the maximum markup percentage to be paid to any Contractor or subcontractor (regardless of tier) on self -performed work shall be a single markup percentage not-to-exceed fifteen percent (15%) of the net direct cost of (1) direct labor and allowable labor burden costs applicable to the change in the Work; (2) the net cost of material and installed equipment incorporated into the change in the Work, and (3) net rental cost of major equipment and related fuel costs necessary to complete the change in the Work.
g. Maximum Markup Percentages Allowable on Work Performed by Lower Tier Subcontractors. With respect to pricing the portion of change order proposals involving Work performed by lower tier contractors, the maximum markup percentage allowable to the Contractor or subcontractor supervising the lower tier subcontractor's work shall not exceed five percent (5%) of the net of all approved change order work performed by all subcontractors combined for any particular change order proposal.
h. No Markup on Bonds and Liability Insurance Costs . Change order cost adjustments due to increases or decreases in bond or insurance costs (if applicable) shall not be subject to any markup.
i. Direct and Indirect Costs Covered by Markup Percentages . As a further clarification, the agreed upon markup percentage set forth above is intended to cover the Contractor's profit and all indirect costs associated with the change order work. Items intended to be covered by the markup percentage include, but are not limited to: home office expenses, branch office and field office •
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overhead expense of any kind, project management, superintendents, general foremen, estimating, engineering, coordinating, expediting, purchasing, detailing, legal, accounting, data processing or other administrative expenses, shop drawings, permits, auto insurance and umbrella insurance, pick-up truck costs, and warranty expense costs. The cost for the use of small tools is also to be considered covered by the markup percentage established above. Small tools shall be defined as tools and equipment (power or non-power) with an individual purchase cost of less than $750.
j. Deduct Change Orders and Net Deduct Changes . The application of the markup percentages referenced above will apply to both additive and deductive change orders. In the case of a deductive change order, the credit will be computed by applying the sliding scale percentages as outlined above so that a deductive change order would be computed in the same manner as an additive change order. In those instances where a change involves both additive and deductive work, the additions and deductions will be netted and the markup percentage adjustments will be applied to the net amount. k. Contingency. In no event will any lump sum or percentage amounts for "contingency" be allowed to be added as a separate line item in change order estimates. Unknowns attributable to labor hours will be accounted for when estimating labor hours anticipated performing the work. Unknowns attributable to material scrap and waste will be estimated as part of material costs. l. Insurance and Bonds. In the event the Contractor has been required to furnish insurance and/or bonds as part of the base contract price, a final contract change order will be processed to account for the Contractor's net increase or decrease in insurance costs and/or bond p remium costs associated with change orders to Contractor's base Contract Price.

4. Time and Materials Change Orders.
a. General. The term Time and Materials means the sum of all costs reasonably and necessarily incurred and paid by Contractor for labor, materials, and equipment in the proper performance of Additional Work. Except as otherwise may be agreed to in writing by the Stadium Manager, such costs shall be in amounts no higher than those prevailing in the locality of the Project, and shall include only the following items.
b. Timely and Final Documentation.
i. T&M Daily Sheets. Contractor must submit timesheets, materials invoices, records of equipment hours, and records of rental equipment hours to the Stadium Manager ’s Representative for an approval signature each day Additional Work is performed. Failure to get the Stadium Manager ’s Representative’s approval signature each Day shall result in a waiver of Contractor’s right to claim these costs. The Stadium Manager ’s Representative’s signature on time sheets only serves as verification that the Work was perf ormed and is not indicative of Stadium Manager ’s agreement to Contractor’s entitlement to the cost.
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ii. T&M Daily Summary Sheets . All documentation of incurred costs (“T&M Daily Summary Sheets”) shall be submitted by Contractor within three (3) Days of incurring the cost for labor, material, equipment, and special services as Additional Work is performed. Contractor’s actual costs shall be presented in a summary table in an electronic spreadsheet file by labor, material, equipment, and special servic es. Each T&M Daily Summary Sheet shall include Contractor’s actual costs incurred for the Additional Work performed that day and a cumulative total of Contractor’s actual costs incurred for the Additional Work. Contractor’s failure to provide a T&M Daily Summary Sheet showing a total cost summary within three (3) Days but within five (5) Days of performance of the Work will result in the Contractor’s otherwise allowable overhead and profit being reduced by 50% for that portion of Additional Work which was not documented in a timely manner. Contractor’s failure to submit the T&M Daily Summary Sheet within five (5) Days of performance of the Work will result in a total waiver of Contractor’s right to claim these costs.
iii. T&M Total Cost Summary Sheet. Contractor shall submit a T&M Total Cost Summary Sheet, which shall include total actual costs, within seven (7) Days following completion of Stadium Manager approved Additional Work.

Contractor’s total actual cost shall be presented in a summary table in an electronic spreadsheet file by labor, material, equipment, and special services. Contractor’s failure to submit the T&M Total Cost Summary Sheet within seven (7) Days of completion of the Additional Work will result in Contractor’s waiver for any reimbursement of any costs associated with the T&M Summary Sheets or the performance of the Additional Work. c. Labor. The Contractor will be paid the cost of labor for the workers used in the actual and direct performance of the Work. The cost of labor will be the sum of the actual wages paid (which shall include any employer payments to or on behalf of the workers for h ealth and welfare, pension, vacation, and similar purposes) substantiated by timesheets and certified payroll for wages prevailing for each craft or type of workers performing the Additional Work at the time the Additional Work is done, and the lab or surcharge set forth in the Department of Transportation publication entitled Labor Surcharge and Equipment Rental Rates, which is in effect on the date upon which the Work is accomplished and which is a part of the Contract. The labor surcharge shall constitute full compensation for all payments imposed by Federal, State, or local laws and for all other payments made to, or on behalf of, the workers, other than actual wages.
i. Equipment Operator Exception. Labor costs for equipment operators and helpers shall be paid only when such costs are not included in the invoice for equipment rental.
ii. Foreman Exception. The labor costs for foremen shall be proportioned to all of their assigned work and only that applicable to the Additional Work shall be paid. Indirect labor costs, including, without limitation, the superintendent, project manager, and other labor identified in the Contract Documents will be considered Overhead.
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d. Materials. The cost of materials reported shall be itemized at invoice or lowest current price at which materials are locally available and delivered to the Project s ite in the quantities involved, plus the cost of sales tax, freight, delivery, and storage.
i. Trade discounts available to the purchaser shall be credited to the Stadium Manager notwithstanding the fact that such discounts may not have been taken by Contractor.
ii. For materials secured by other than a direct purchase and direct billing to the purchaser, the cost shall be deemed to be the price paid to the actual supplier as determined by the Stadium Manager’s Representative. iii. Payment for materials from sources owned wholly or in part by the purchaser shall not exceed the price paid by the purchaser for similar materials from said sources on Additional Work items or the current wholesale price for such materials delivered to the Project site, whichever price is lower.
iv. If, in the opinion of the Stadium Manager ’s Representative, the cost of materials is excessive, or Contractor does not furnish satisfactory evidence of the cost of such materials, then the cost shall be deemed to be the lowest current wholesale price for the total quantity concerned delivered to the Project site less trade discounts.
v. The Stadium Manager reserves the right to furnish materials for the Additional Work and no Claim shall be allowed by Contractor for costs of such materials or Indirect Costs or profit on Stadium Manager furnished materials.
e. Equipment.
i. Rental Time. The rental time to be paid for equipment on the Project site shall be the time the equipment is in productive operation on the Additional Work being performed and, in addition, shall include the time required to move the equipment to the location of the Additional Work and return it to the original location or to another location requiring no more time than that required to return it to its original location; except that moving time will not be paid if the equipment is used on other than the A dditional Work, even though located at the site of the Additional Work.
(a) Rental Time Not Allowed . Rental time will not be allowed while equipment is inoperative due to breakdowns.
(b) Computation Method. The following shall be used in computing the rental time of equipment on the Project site.
(i) When hourly rates are paid, any part of an hour less than 30 minutes of operation shall be considered to be 1/2 -hour of operation, and any part of an hour in excess of 30 minutes will be considered one hour of operation.
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(ii) When daily rates are paid, any part of a day less than 4 hours operation shall be considered to be 1/2 -day of operation, and any part of an hour in excess of 4 hours will be considered one day of operation.
ii. Rental Rates. Contractor will be paid for the use of equipment at the lesser of (i) the actual rental rate, or (ii) the rental rate listed for that equipment in the California Department of Transportation publication entitled Labor Surcharge and Equipment Rental Rates, which is in effect on the date upon which the Contract was executed. Such rental rates will be used to compute payments for equipment whether the equipment is under Contractor’s control through direct ownership, leasing, renting, or another method of acquisition. The rental rate to be applied for use of each item of equipment shall be the rate (i.e., daily, monthly) resulting in the least total cost to the Stadium Manager for the total period of use. If it is deemed necessary by Contractor to use equipment not listed in the publication, an equitable rental rate for the equipment will be established by the Stadium Manager’s Representative. Contractor may furnish cost data which might assist the Stadium Manager’s Representative in the establishment of the rental rate.
iii. Contractor-Owned Equipment.
(a) For Contractor-owned equipment, the allowed equipment rental rate will be limited to the monthly equipment rental rate using a utilization rate of 173 hours per month.
(b) For Contractor-owned equipment, the rental time to be paid for equipment on the Site shall be the time the equipment is in productive operation, unless, in the instance of standby time, the equipment could be actively used by Contractor on another project, then Stadium Manager shall pay for the entirety of the time the equipment is on Site.

It shall be Contractor’s burden to demonstrate to the Stadium Manager that the equipment could be actively used on another project.
iv. All equipment shall, in the opinion of the Stadium Manager ’s Representative, be in good working condition and suitable for the purpose for which the equipment is to be used.
v. Before construction equipment is used on the Additional Work, Contractor shall plainly stencil or stamp an identifying number thereon at a conspicuous location, and shall furnish to the Stadium Manager ’s Representative, in duplicate, a description of the equipment and its identifying number and the scheduled Additional Work activities planned. vi. Unless otherwise specified, manufacturer’s rating and manufacturer approved modifications shall be used to classify equipment for the determination of applicable rental rates. Equipment which has no direct •
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power unit shall be powered by a unit of at least the minimum rating recommended by the manufacturer.
f. Special Services. Special work or services are defined as that Additional Work characterized by extraordinary complexity, sophistication, or innovation or a combination of the foregoing attributes which are unique to the construction industry.
i. Invoices for Special Services . When the Stadium Manager ’s Representative and Contractor determine that a special service is required which cannot be performed by the forces of Contractor or those of any of its Subcontractors, the special service may be performed by an entity especially skilled in the Additiona l Work. Invoices for special services based upon the current fair market value thereof may be accepted without complete itemization of labor, material, and equipment rental costs, after validation of market values by the Stadium Manager’s Representative. ii. Discount and Allowance. All invoices for special services will be adjusted by deducting all trade discounts offered or available, whether the discounts were taken or not. In lieu of Overhead and Profit specified herein, a total allowance not to exceed fifteen percent (15%) for Overhead and Profit will be added to invoices for Special Services.
iii. When the Stadium Manager determines, in its sole discretion, that competitive bidding is necessary for certain special services, Contractor shall solicit competitive bids for those special services. g. Excluded Costs . The t erm Time and Material shall not include any of the following costs or any other home or field office overhead costs, all of which are to be considered administrative costs covered by Contractor’s allowance for Overhead and Profit.
i. Overhead Cost . Payroll costs and other compensation of Contractor’s officers, executives, principals, general managers, engineers, architects, estimators, attorneys, auditors, accountants, purchasing and contracting agents, timekeepers, clerks, and other personnel employed by Co ntractor whether at the Site or in Contractor’s principal office or any branch office, material yard, or shop for general administration of the Additional Work; ii. Office Expenses. Expenses of Contractor’s principal and branch offices; iii. Capital Expenses . Any part of Contractor’s capital expenses, including interest on Contractor’s capital employed for the Additional Work and charges against Contractor for delinquent payments;
iv. Negligence. Costs due to the negligence of Contractor or any Subcontractor or Supplier, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, including without limitation the correction of Defective Work, disposal of materials or equipment wrongly supplied, and making good any damage to property; •
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v. Other. Other overhead or general expense costs of any kind and the cost of any item not specifically and expressly included in the Contract Documents;
vi. Small Tools. Cost of small tools valued at less than $1,000 and that remain the property of Contractor;
vii. Administrative Costs . Costs associated with the preparation of Change Orders (whether or not ultimately authorized), cost estimates, or the preparation or filing of Claims;
viii. Anticipated Lost Profits . Expenses of Contractor associated with anticipated lost profits or lost revenues, lost income or earnings, lost interest on earnings, or unpaid retention;
ix. Home Office Overhead . Costs derived from the computation of a “home office overhead” rate by application of the Eichleay, Allegheny , burden fluctuation, or other similar methods;
x. Special Consultants and Attorneys . Costs of special consultants or attorneys, whether or not in the direct employ of Contractor, employed for services specifically related to the resolution of a Claim, dispute, or other matter arising out of or relating to the performance of the Additional Work. h. Overhead, Profit and Other Charges . The mark-up for overhead (including supervision) and profit on work added to the Contract shall be according to the following:
i. “Net Cost” is defined as consisting of costs of labor, materials , and tools and equipment only excluding overhead and profit. The costs of applicable insurance and bond premium will be reimbursed to the Contractor and subcontractors at cost only, without mark -up. Contractor shall provide Stadium Manager with documentation of the costs, including , but not limited to, payroll records, invoices, and such other information as Stadium Manager may reasonably request.
ii. For Work performed by the Contractor’s forces, the added cost for overhead and profit shall not exceed fifteen percent (15%) of the Net Cost of the Work.
iii. For Work performed by a subcontractor, the added cost for overhead and profit shall not exceed fifteen percent (15%) of the subcontractor’s Net Cost of the Work to which the Contractor may add five percent (5%) of the subcontractor’s Net Cost.
iv. For Work performed by a sub -subcontractor, the added cost for overhead and profit shall not exceed fifteen percent (15%) of the sub-subcontractor’s Net Cost for Work to which the subcontractor and general contractor may each add an additional five percent (5%) of the Net Cost of the lower tier subcontractor.
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v. No additional mark-up will be allowed for lower tier subcontractors, and in no case shall the added cost for overhead and profit payable by Stadium Manager exceed twenty -five percent (25%) of the Net Cost as defined herein, of the party that performs the Work.

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

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

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

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

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

10. If the Stadium Manager disagrees with the proposal submitted by Contractor, it will notify the Contractor and the Stadium Manager will provide its opinion of the appropriate price and/or time extension. If the Contractor agrees with the Stadium Manager, a Change Order will be issued by the Stadium Manager. If no agreement can be reached, the Stadium Manager shall have the right to issue a unilateral Change Order setting forth its determination of the reasonable additions or savings •
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in costs and time attributable to the extra or deleted work. Such determination shall become final and binding if the Contractor fails to submit a claim in writing to the Stadium Manager within fifteen (15) Days of the issuance of the unilateral Change Order, disputing the terms of the unilateral Change Order, and providing such supporting documentation for its position as the Stadium Manager may require.

C. Change of Contract Times.

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

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

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

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

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

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

No time extension shall be allowed unless, and then only to the extent that, the Stadium Manager-caused delay extends the critical path beyond the previously approved Contract Time. If approved, the increase in time required to complete the Work shall be added to the Contract Time.
a. Contractor shall not be entitled to an adjustment in the Contract Price or Contract Times for delays within the control of Contractor. Delays attributable •
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to and within the control of a Subcontractor or Supplier shall be deemed to be delays within the control of Contractor.
b. If Contractor is delayed in the performance or progress of the Work by a Force Majeure Event, acts or failures to act of utility owners not under the control of Stadium Manager , or other causes not the fault of and beyond control of Stadium Manager and Contractor, then Contractor shall be entitled to an time extension when the Work stopped is on the critical path. Such a non - compensable adjustment shall be Contractor’s sole and exclusive remedy for such delays. Contractor must submit a timely reque st in accordance with the requirements of this Article.
c. Utility-Related Delays.
i. Contractor shall immediately notify in writing the utility owner and Stadium Manager’s Representative of its construction schedule and any subsequent changes in the construction schedule which will affect the time available for protection, removal, or relocation of utilities. Requests for extensions of time arising out of utility relocat ion or repair delays shall be filed in accordance with this Article.
ii. Contractor shall not be entitled to damages or additional payment for delays attributable to utility relocations or alterations if correctly located, as noted in the Contract Documents or by the Underground Service Alert survey.

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

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

9. Contractor’s failure, neglect, or refusal to comply with the requirements of the Contract Documents, or any portion thereof, shall bar Contractor’s request for extensions of the Contract Times. Such failure, neglect, or refusal prejudices Stadium Manager’s and Stadium Manager’s Representative’s ability to recognize and mitigate delay, and such failure, neglect, or refusal prevent the timely analysis of requests for extensions of Contract Times, and whether such extensions may be warranted. Contractor hereby waives all rights to extensions of Contract Times due to delays or accelerations that result from or occur during periods of time for which Contractor fails, neglects, or refuses to fully comply with t he requirements of this Article.

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

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

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

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

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

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

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

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

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

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

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

Contractor shall immediately defend, at Contractor’s own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the Indemnified Parties. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against the Indemnified Parties in any such suit, action or other legal proceeding. Contractor shall reimburse the Indemnified Parties for any and all legal expenses and costs incurred by each of t hem in connection therewith or in enforcing the indemnity herein provided. The only limitations on this provision shall be those imposed by Civil Code Section 2782.

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

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

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

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

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

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

3. Chronology of events and correspondence

4. Analysis of Claim merit

5. Analysis of Claim cost

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

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

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

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

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

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

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

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

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

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

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

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

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

1. Within 60 Days, but no earlier than 30 Days, following the filing or responsive pleadings, the court shall submit the matter to non -binding mediation unless waived by mutual stipulation of both parties or unless mediation was held prior to commencement of the action in accordance with Public Contract Code Section 9204 and the terms of this Contract. The mediation process shall provide for the selection within 15 Days by both parties of a disinterested third person as mediator, shall be commenced within 30 Days of the submittal, and shall be concluded within 15 Days from the commencement of the mediation unless a time requirement is extended upon a good cause showing to the court.
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2. If the matter remains in dispute, the case shall be submitted to judicial arbitration pursuant to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, notwithstanding Section 1114.11 of that code. The Civil Discovery Act of 1986 (Article 3 (commencing with Section 2016) of Chapter 3 of Title 3 of Part 4 of the Code of Civil Procedure) shall apply to any proceeding brought under this subdivision consiste nt with the rules pertaining to judicial arbitration. In addition to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, (A) arbitrators shall, when possible, be experienced in construction law, and (B) any party appealing an arbitration award who does not obtain a more favorable judgment shall, in addition to payment of costs and fees under that chapter, also pay the attorney’s fees on appeal of the other party.

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

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

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

1. Stadium Manager in its sole and absolute discretion for any reason or no reason whatsoever may at any time, with or without cause, suspend performance of all or any part of the Work by giving not less than five (5) Days written notice to the Contractor. Such notice of suspension of Work will designate the amount and type of plant, labor, and equipment to be committed to the Project during the period of suspension. Contractor shall use its best efforts to utilize its plant, labor, and equipment in such a manner as to minimize costs associated with suspension.

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

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

B. Termination for Cause by the Stadium Manager:

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

2. In the event that the Stadium Manager serves such written notice of termination upon the Contractor and the Surety, the Surety shall have the right to take over and perform the Contract. If the Surety does not: (1) give the Stadium Manager written notice of Surety's intention to take over and commence performance of the Contract within 15 calendar days of the Stadium Manager's service of said notice of intent to terminate upon Surety; and (2) actually commence performance of the Contract within 30 calendar days of the Stadium Manager's service of said notice upon Surety; then the Stadium Manager may take over the Work and prosecute the same to completion by separate contract or by any other method it may deem advisable for the account and at the expense of the Contractor. •
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3. In the event that the Stadium Manager elects to obtain an alternative performance of the Contract as specified above: (1) the Stadium Manager may, without liability for so doing, take possession of and utilize in completion of the Work such materials, appliances, plants and other property belonging to the Contractor that are on the site and reasonably necessary for such completion (A special li en to secure the claims of the Stadium Manager in the event of such suspension is hereby created against any property of Contractor taken into the possession of the Stadium Manager under the terms hereof and such lien may be enforced by sale of such property under the direction of the Stadium Manager without notice to Contractor. The proceeds of the sale after deducting all expenses thereof and connected therewith shall be credited to Contractor. If the net credits shall be in excess of the claims of the Stadium Manager against Contractor, the balance will be paid to Contractor or Contractor’s legal representatives.) ; and (2) Surety shall be liable to the Stadium Manager for any cost or other damage to the Stadium Manager necessitated by the Stadium Manager securing an alternate performance pursuant to this Article.

C. Termination for Convenience by the Stadium Manager:

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

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

3. After receipt of Notice of Termination, and except as directed by the Stadium Manager's Representative, the Contractor shall, regardless of any delay in determining or adjusting any amounts due under this Termination for Convenience clause, immediately proceed with the following obligations:
a. Stop Work as specified in the Notice.
b. Complete any Work specified in the Notice of Termination in a least cost/shortest time manner while still maintaining the quality called for under the Contract Documents.
c. Leave the property upon which the Contractor was working and upon which the facility (or facilities) forming the basis of the Contract Document is situated in a safe and sanitary manner such that it does not pose any threat to the public health or safety.
d. Terminate all subcontracts to the extent that they relate to the portions of the Work terminated.
e. Place no further subcontracts or orders, except as necessary to complete the continued portion of the Contract.
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f. Submit to the Stadium Manager's Representative, within ten (10) Days from the Effective Date of the Notice of Termination, all of the usual documentation called for by the Contract Documents to substantiate all costs incurred by the Contractor for labor, materials and equipment through the Effective Date of the Notice of Termination. Any documentation substantiating costs incurred by the Contractor solely as a result of the Stadium Manager's exercise of its right to terminate this Contract pursuant to this clause, which costs the contractor is authorized under the Contract documents to incur, shall: (1) be submitted to and received by the Stadium Manager’s Representative no later than 30 calendar days after the Effective Date of the Notice of Termination; (2) describe the costs incurred with particularity; and (3) be conspicuously identified as “Termination Costs occasioned by the Stadium Manager 's Termination for Convenience.”

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

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

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

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

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

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

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

D. When specifically indicated in the Contract Documents or when directed by the Stadium Manager’s Representative , the Stadium Manager may furnish materials or products to the Contractor for installation. In the event any act or failure to act by Contractor shall cause a warranty applicable to any materials or products purchased by the Stadium Manager for installation by the Contractor to be voided or reduced, Contractor shall indemnify Stadium Manager from and against any cost, expense, or other liability arising therefrom, and shall be responsible to the Stadium Manager for the cost of any repairs, replacement or other costs that would have been covered by the warranty but for such act or failure to act by Contractor.

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

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

H. Acceptance of Defective Work.

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

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

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

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

I. Stadium Manager May Correct Defective Work.

1. If Contractor fails within a reasonable time after written notice from Stadium Manager’s Representative to correct Defective Work, or to remove and replace rejected Work as required by Stadium Manager, or if Contractor fails to perform the Work in accordance with the Contract Documents, or if Contractor fails to comply with any other provision of the Contract Documents, Stadium Manager may, after seven (7) Days’ written notice to Contractor, correct, or remedy any such deficiency.

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

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

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

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

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

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

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

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

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

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

C. In addition to the State Auditor rights above, the Stadium Manager shall have the right to examine and audit all books, estimates, records, contracts, documents, bid documents, subcontracts, and other data of the Contractor (including computations and projections) related to negotiating, pricing, or performing the modification in order to evaluate the accuracy and completeness of the cost or pricing data at no additional cost to the Stadium Manager, for a period of four (4) years after final payment. •
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ARTICLE 52. SEPARATE CONTRACTS
A. The Stadium Manager reserves the right to let other contracts in connection with this Work or on the Project site. Contractor shall permit other contractors reasonable access and storage of their materials and execution of their work and shall properly connect and coordinate its Work with theirs.

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

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

ARTICLE 53. NOTICE AND SERVICE THEREOF
All notices shall be in writing and either served by personal delivery or mailed to the other party as designated in the Bid Forms . Written notice to the Contractor shall be addressed to Contractor’s principal place of business unless Contractor designates another address in writing for service of notice. Notice to Stadium Manager shall be addressed to the Stadium Manager as designated in the Notice Inviting Bids unless Stadium Manager designates another address in writing for service of notice. Notice shall be effective upon receipt or five (5) calendar days after being sent by first class mail, whichever is earlier. Notice given by facsimile shall not be effective unless acknowledged in writing by the receiving party.

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

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

ARTICLE 55. STATE LICENSE BOARD NOTICE
Contractors are required by law to be licensed and regulated by the Contractors’ State License Board which has jurisdiction to investigate complaints against contractors if a complaint regarding a patent act or omission is filed within four (4) years of th e date of the alleged violation. A •
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complaint regarding a latent act or omission pertaining to structural defects must be filed within ten (10) years of the date of the alleged violation. Any questions concerning a contractor may be referred to the Registrar, Contractors’ State License Boar d, P.O. Box 26000, Sacramento, California 95826.

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

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

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

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

ARTICLE 58. CHANGE IN NAME AND NATURE OF CONTRACTOR’S LEGAL ENTITY Should a change be contemplated in the name or nature of the Contractor’s legal entity, the Contractor shall first notify the Stadium Manager in order that proper steps may be taken to have the change reflected on the Contract and all related documents. No change of Contractor’s name or nature will affect Stadium Manager’s rights under the Contract, including but not limited to the bonds.

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

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

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

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

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

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

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

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

ARTICLE 66. NOTICE OF TAXABLE POSSESSORY INTEREST
In accordance with Revenue and Taxation Code Section 107.6, the Contract Documents may create a possessory interest subject to personal property taxation for which Contractor will be responsible.
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ARTICLE 67. SURVIVAL OF OBLIGATIONS
All representations, indemnifications, warranties, and guarantees made in, required by, or given in accordance with the Contract Documents, as well as all continuing obligations indicated in the Contract Documents, will survive final payment, completion, and acceptance of the Work or termination or completion of the Contract or termination of the services of Contractor.

END OF GENERAL CONDITIONS

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1.1 Stadium Manager’s Representative.

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

1.2 Location of the Project.

A. The Project is located at Levi’s Stadium, 4900 Marie P. DeBartolo Way, Santa Clara, CA.

1.3 Reserved.

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

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

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

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

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

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

1.5 Site Data.

A. The data provided herein is for the information of Contractor and is subject to all limitations and conditions set forth in the Contract Documents. •
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1.6 Pre-Purchased or Pre-Negotiated Material.

NOT USED.

1.7 Modification of Hours of Work.

NOT USED.

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

1.9 Reserved.

1.10 Liquidated Damages Due to Contractor Delay.

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

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

1.11 Utility Outages – Notices to Residents.

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

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

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

1.12 Schedule Constraints.

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

1. N/A
B. Major Event Schedule Constraints

1. On-site Work may not occur during any of the following periods. a. June 20 & 22, 2025
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b. July 2, 2025
c. July 8 & 9, 2025
d. August 1 & 2, 2025
e. August 9, 2025
f. August 23, 2025
g. September 13, 2025
h. September 21, 2025
i. September 28, 2025
j. October 19, 2025
k. November 9, 2025
l. November 24, 2025
m. December 14, 2025
n. December 28, 2025

2. In addition to the known Schedule Constraints outlined in Section 1.12.A and

1.12.B above, additional events may be scheduled during the Project timeline.

Such dates include, but are not limited to:
a. Three (3) non-NFL events, dates to be determined
b. Three (3) NFL events, dates to be determined

3. On-site Work shall not occur 120 hours prior to and 24 hours after any major events without Stadium Manager’s prior written approval.

C. Stadium Manager has considered these schedule constraints when determining the Contract Times and no additional time or compensation will be added to the Contract due to these constraints.

D. Contractor is assumed to have accounted for such events during the duration of the Project as part of its bid and may not claim any time or cost impacts and will not be granted any time extensions or additional compensation as a result of these events.

E. Contractor shall ensure that any Work performed on the Project site is scheduled with the Stadium Manager in advance.
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1.13 Noise Restrictions
A. Contractor shall use only such equipment on the Work and in such state of repair so that the emission of sound therefrom is within the noise tolerance level of that equipment as established by Cal/OSHA.

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

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

1.14 Safety Programs.

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

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

1.15 Coordination with Other Contractors.

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

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

1.16 Levi’s Stadium – Jobsite Rules.

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

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

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

3. Contractor work area must be left in a clean, neat and orderly condition at the end of each day. If the Contractor fails to perform daily cleaning the Stadium Manager reserves the right to clean up debris at Contractor expense. •
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4. Contractor shall coordinate with Stadium Manager for use of restroom facilities prior to Project.

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

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

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

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

9. Personal Protective Equipment (“PPE”), including but not limited to, proper safety clothing MUST be worn at all times while on jobsite. Any personnel without proper safety clothing will not be allowed on site. This include s office personnel and visitors. Appropriate PPE shall be coordinated with the Stadium Manager prior to Project.

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

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

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

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

14. Contractor Equipment / Vehicles – Contractor shall coordinate delivery and use of all equipment brought and used on site (owned or rented) with the Stadium Manager prior to Project. Equipment shall display markings identifying the following information for each piece of equipment while on site:
o Contractor’s Company Name
o Contractor’s Equipment Contact
o Contact Phone Number
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o Duration On-Site (e.g., 06/02/25- 06/15/25)
Equipment requiring this information includes, but is not limited to, the following types of equipment:
o Material Handling Equipment (such as Forklifts and Pallet Jacks) o Golf Carts
o Flatbeds
o Manlifts
o Vehicles
o Job Boxes
o Trailers
o Other Equipment
Anyone operating this equipment must have the proper certifications, operate them in compliance with Cal/OSHA standards, and shall follow any Stadium Manager safety protocols.

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

1. Using social media to post or to display comments about Stadium Manager, the San Francisco 49ers, Levi’s Stadium, co -workers, supervisors, clients, vendors, suppliers or members of management that are vulgar, obscene, physically threatening or intimidating , harassing, or otherwise constitute a violation of the Stadium Manager’s workplace policies against discrimination, retaliation, harassment, or hostility on account of any protected category, class, status, act or characteristic.

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

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

3. Posting or displaying content that is an intentional public attack on the quality of the Stadium’s products and/or services in a manner that a reasonable person would perceive as calculated to harm the Stadium’s business and is unrelated to any employee co ncern involving wages, hours, or other terms and conditions of employment.
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4. Posting a photograph of a supervisor, manager, co -worker (including players and coaches in non-public settings), vendor, supplier, or client without that individual's express permission.

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

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

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

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

B. DEFINITIONS

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

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

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

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

C. GENERAL PROVISIONS

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

D. RESPONDENT'S CODE OF CONDUCT

1. By submitting a response to a Stadium Manager Solicitation, respondents are individually and solely responsible for ensuring compliance with these Guidelines on behalf of the respondent's employees, agents, consultants, lobbyists, or other parties or indiv iduals engaged for purposes of developing or supporting a response. In addition to adhering to these Guidelines, respondents may not collude, directly or indirectly among themselves in regard to the amount, terms or conditions of a Solicitation, influence any Stadium Manager staff member or evaluation team member throughout the solicitation process, including the development of specifications, submit incorrect information in the response to a Solicitation or misrepresent, or fail to disclose material facts during the evaluation process. Any evidence indicating a respondent has failed to adhere with any section of these Guidelines may result in the respondent's disqualification from the procurement as well as possible debarment.

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

F. CONFLICT OF INTEREST

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

G. ALLEGATIONS OF CONFLICT OF INTEREST

1. Prior to the Solicitation release, up to award of contract, any allegations of conflict of interest by a Stadium Manager employee, consultant, or other participant in the pre- Solicitation and Solicitation process shall be reported to the CFO. The CFO shall investigate the alleged conflict of interest in consultation with the Stadium Manager’s legal department and document the resulting determination.

H. ALLEGATIONS OF MISCONDUCT

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

END OF SPECIAL CONDITIONS

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01 00 00 – GENERAL REQUIREMENTS
PART 1 -- GENERAL

1.1 DESCRIPTION
This Project provides for the addition of supplementary broadcast cabling, raceway, custom plates from the 800 level booths to the truck dock at Levi’s Stadium.

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

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

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

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

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

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

Surveying

1. Accuracy. Degree of accuracy shall be an order high enough to satisfy tolerances specified for the Work and the following:
•
A.

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(a) Right-of-way and alignment of tangents and curves shall be within 0.1 foot. (b) Structure points shall be set within 0.01 foot, except where operational function of the special features or installation of metalwork and equipment require closer tolerances. When formwork has been placed and is ready for concrete, the Contractor shall check the formwork for conformance with the drawings and to ensure that the forms are sufficiently within the tolerance limits for the completed work.
(c) Cross-Section points shall be located within 0.1 foot, horizontally and vertically. (d) Aerial Mapping shall meet National Mapping Standards for 2-foot contour intervals.

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

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

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

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

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

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

Schedule Updates. Contractor shall continuously update its construction schedule.

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

3.3 TEMPORARY FIELD OFFICE
NOT USED.

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

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

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

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

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

3. Deliver materials to the Project site over a route designated by the Stadium Manager’s Representative.

4. Provide any and all dust control required and follow the Applicable air quality regulations as appropriate. If the Contractor does not comply, the Stadium Manager shall have the immediate authority to provide dust control and deduct the cost from payments to the Contractor.
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5. Confine Contractor’s apparatus, the storage of materials, and the operations of its workers to limits required by law, ordinances, permits, or directions of the Stadium Manager’s Representative . Contractor shall not unreasonably encumber the Project site with its materials.

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

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

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

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

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

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

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

3.5 SITE CONDITIONS SURVEYS
Work Included.

Contractor shall conduct thorough pre -construction and post -construction site condition surveys of the entire project area. Site Conditions surveys shall include written documentation of the conditions found, as well as photographs and video recordings of the area within at least 80 feet of any construction area and staging area.

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

Submittals.

1. Written documentation of site condition survey at pre -construction and post - construction.
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2. Photographs as described herein of pre -construction and post -construction conditions.

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

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

Site Condition Written Documentation.

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

Photographs.

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

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

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

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

Video Recording.

1. Video recordings shall document the conditions of the entire area affected b y construction, as well as near by structures and facilities. The general documentation requirements for videos are the same as for photographs. Video recorders shall accurately and continuously record the time and date. •
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2. Video recordings shall include an audio portion made simultaneously during the videoing. The audio recording shall describe the location, time, orientation, and objects being recorded. Special commentary shall be provided for unusual conditions or damage noted.

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

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

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

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

Timing.

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

Site Surveyor.

The site condition surveyor(s) shall be experienced in construction and potential damage concerns. The site condition surveyor(s) shall be familiar with the photography and video equipment being used.

Field Quality Control.

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

Soils Compaction Testing.

1. All soils compaction testing will be done by a licensed geotechnical engineer furnished by the Stadium Manager. Soils compaction testing will be done for all footings and foundations prior to placement of rebar or concrete. •
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2. For pipeline construction, soil compaction testing will be done at 100-foot intervals at the bottom of the trench prior to placement of pipe bedding; at the top of the pipe bedding above the pipe; every two vertical feet of trench backfill; at the top of t he trench backfill, which should be the bottom of the pavement Section; and at the top of the aggregate base prior to pavement construction.

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

Technical Manuals.

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

2. The Technical Manual shall be subdivided first by specification Section number; second, by equipment item; and last, by "Category." "Categories" shall conform to the following (as applicable):
(a) Category 1 - Equipment Summary:
(1) Summary: A summary table shall indicate the equipment name, equipment number, and process area in which the equipment is installed. (b) Category 2 - Operational Procedures:
(1) Procedures: Manufacturer -recommended procedures on the following shall be included in Part 2:
a. Installation
b. Adjustment
c. Startup
d. Location of controls, special tools, equipment required, or related instrumentation needed for operation
e. Operation procedures
f. Load changes
g. Calibration
h. Shutdown
i. Troubleshooting
j. Disassembly
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k. Reassembly
l. Realignment
m. Testing to determine performance efficiency
n. Tabulation of proper settings for all pressure relief valves, low and high pressure switches, and other protection devices
o. List of all electrical relay settings including alarm and contact settings
(c) Category 3 - Preventive Maintenance Procedures:
(1) Procedures: Prevent ive maintenance proc edures shall include all manufacturer-recommended procedures to be performed on a periodic basis, both by removing and replacing the equipment or component, and by leaving the equipment in place.
(2) Schedules: Recommended frequency of preventive maintenance procedures shall be included. Lubrication schedules, including lubricant SAE grade, type, and temperature ranges, shall be covered. (d) Category 4 - Parts List:
(1) Parts List: A complete parts list shall be furnished, including a generic description and manufacturer's identific ation number for each part.

Addresses and telephone numbers of the nearest supplier and parts warehouse shall be included.
(2) Drawings: Cross-sectional or exploded view drawings shall accompany the parts list.
(e) Category 5 - Wiring Diagrams:
(1) Diagrams: Part 5 shall include complete internal and connection wiring diagrams for electrical equipment items.
(f) Category 6 - Shop Drawings:
(1) Drawings: This part shall include approved shop or fabrication drawings, complete with dimensions.
(g) Category 7 - Safety:
(1) Procedures: This part describes the safety precautions to be taken when operating and maintaining the equipment or working near it. (h) Category 8 - Documentation:
(1) All equipment warranties, affidavits, and certifications required by the Technical Specifications shall be placed in this part.
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3. The Contractor shall furnish to Stadium Manager six (6) identical Technical Manuals. Each set shall consist of one or more volumes, each of which shall be bound in a standard binder.

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

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

Record Drawings

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

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

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

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

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

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

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

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

4. Cost. Unless otherwise called for by the Con tract Documents, the cost of all material, equipment, and labor required to accommodate Stadium Manager’s testing efforts, including any travel required by Contractor’s force s, shall be included in Contractor’s bid and distributed in the Schedule of Pay Items related to the materials requiring testing. No additional compensation shall be made to the Contractor for this Work.

3.8 LOCAL CONDITIONS AND REQUIREMENTS
Access to Work and Haul Routes

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

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

3. The Contractor shall maintain and repair any damage arising out of Contractor’s operations to all roads used during construction of the Project, and upon completion of all Work, but prior to final acceptance, the roads shall be restored •
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to their original condition. Prior to using any road for access to the Site, the Contractor shall conduct a photograph and/or video survey of the roadway with a copy submitted to Stadium Manager’s Representative.

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

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

Construction Water.

1. Construction water shall not be used for purposes other than those required to satisfactorily complete the contract.

2. All connections to the Stadium Manager's water system used for the purposes of obtaining construction water shall utilize a temporary construction meter and backflow prevention device supplied by the Stadium Manager . The Stadium Manager-furnished backflow prevention device shall be tested immediately after installation and the construction meter and backflow prevention device shall not be placed into service until the backflow prevention device passes such tests.

Backflow prevention devi ce testing shall be performed in accordance with applicable standards, and test results shall be provided to the Stadium Manager’s Representative. If the temporary construction meter and backflow prevention device are moved to alternate location(s) during construction, the backflow prevention device shall again be tested as described above immediately after re - installation.

3. For each temporary construction meter requested by the Contractor for the performance of work under this contract, an amount equivalent to the deposit requirement for temporary construction meters listed in the current approved version of the Stadium Manager ’s Policies and Procedures Manual shall be withheld from the final contract payment until the temporary construction meters are returned.

Operation of Existing Water Facilities

1. The Contractor shall not operate any of the existing water systems, including pumps, motors, and hydrants, but shall contact the Stadium Manager four (4) calendar days in advance with a list and location of the water system facilities that will require operating, opening, stopping, or closure by the Stadium Manager.

2. At the option of the Stadium Manager’s Representative , the Contractor may be permitted to operate valves for the purpose of making connections to existing •
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mains. The Stadium Manager will perform all notification to existing customers regarding temporary loss of service.

3. Contractor shall submit a request on Stadium Manager’s standard form for any shut-down of existing water facilities.

Construction at Existing Utilities

1. General. Where the Work to be performed crosses or otherwise interferes with water, sewer, gas, or oil pipelines; buried cable; or other public or private utilities, the Contractor shall perform construction in such a manner so that no damage will result to either public or private utilities. It shall be the responsibility of the Contractor to determine the actual locations of, and make accommodates to maintain, all utilities.

2. Permission, Notice and Liability. Before any utility is taken out of service, permission shall be obtained by the Contractor from the owner. The owner, any impacted resident or business owner and the Stadium Manager Representative will be advised of the nature and duration of the utility outage as well as the Contractor’s plan for providing temporary utilities if required by the owner. The Contractor shall be liable for all damage which may result from its failure to maintain utilities during the progress of the Work, and the Contractor shall indemnify Stadium Manager as required by the Contract Documents from all claims arising out of or connected with damage to utilities encountered during construction; damages resulting from disruption of service; and injury to persons or damage to property resulting from the neglige nt, accidental, or intentional breaching of utilities.

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

Traffic Control

1. General. Contractor shall abide by traffic control plans approved by the appropriate jurisdiction.

2. Protections. Roads subject to interference by the Work shall be kept open or suitable temporary passages through the Work shall be provided and maintained by the Contractor. The Contractor shall provide, erect, and maintain all necessary barricades, suitable and sufficient flasher lights, flag persons, danger signals, and signs, and shall take all necessary precautions for the protection of the Work and the safety of the public. No construction work along public or private roads may proceed until the Contractor has proper barricades, flasher lights, flag persons, signals, and signs in place at the construction site.

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

Cleaning Up

1. Contractor at all times shall keep premises free from debris such as waste, rubbish, and excess materials and equipment. Contractor shall not store debris under, in, or about the premises. Contractor shall also clean all asphalt and concrete areas to the degree necessary to remove oil, grease, fuel, or other stains caused by Contractor operations or equipment. The use of water, resulting in mud on streets, will not be permitted as substitute for sweeping or other methods. Dust control may require having a water truck onsite for the duration of the project, and/or use of temporary hoses and pipelines to convey water.

2. Contractor shall fully clean up the site at the completion of the Work. If the Contractor fails to immediately clean up at the completion of the Work, the Stadium Manager may do so and the cost of such clean up shall be charged back to the Contractor.

3.9 ENVIRONMENTAL QUALITY PROTECTION
Environmental Conditions

1. Contractor must comply with all applicable environmental laws, Project conditions, and constraints.

2. Stadium Manager has considered these Environmental Conditions when determining the Contract Times and no additional time or compensation will be added to the Contract due to these Conditions.

Landscape and Vegetation Preservation

1. General. The Contractor shall exercise care to preserve the natural landscape and vegetation, and shall conduct operations so as to prevent unnecessary destruction, scarring, or defacing of the natural surroundings in the vicinity of the Work.

2. Damage and Restoration. Movement of crews and equipment within the rights-of- way and over routes provided for access to the Work shall be performed in a manner to prevent damage to property. When no longer required, construction roads shall be restored to original contours.

3. Upon completion of the Work, and following removal of construction facilities and required cleanup, land used for construction purposes and not required for the completed installation shall be scarified and regraded, as required, so that all surfaces are left in a condition that will facilitate natural revegetation, provide for proper drainage, and prevent erosion.

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

Protected Species

1. General. If, in the performance of the Work, evidence of the possible occurrence of any Federally listed threatened or endangered plant or animal is discovered, the Contractor shall notify the Stadium Manager Representative immediately, giving the location and nature of the findings. Written confirmation of the evidence, location and nature of the findings shall be forwarded to Stadium Manager within 2 Days.

2. Procedures. The Contractor shall immediately cease all construction activities in the immediate area of the discovery to the extent necessary to protect the endangered plant or animal.

If directed by the Stadium Manager Representative, Contractor will refrain from working in the immediate area, suspend the Work in its entirety, or alter its performance to ensure full compliance with all applicable permits, laws and regulations. Any Stadium Manager directed changes to the Work as a result of a siting will be pursuant to the Contract Documents.

3. False Siting. Any costs or delays incurred by Stadium Manager or the Contractor due to unreasonable or false notification of an endangered plant or animal will be borne by the Contractor.

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

Preservation of Historical and Archeological Resources

1. General. If, in the performance of the Work, Contractor should unearth cultural resources ( for example, human remains, animal bones, stone tools, artifacts and/or midden deposits) through excavation, grading, watering or other means, the Contractor notify the Construction/Archeological Monitor and/or the Stadium Manager Representative immediately, giving the location and nature of the findings. Written confirmation of the evidence, location and nature of the findings shall be forwarded to the Construction/Archeological Monitor and/or Stadium Manager within 2 Days.

2. Procedures. The Contractor shall immediately cease all construction activities in the immediate area of the discovery to the extent necessary to protect the cultural resource.

If directed by the Stadium Manager Representative, Contractor will refrain from working in the immediate area, suspend the Work in its entirety, or re-sequence and/or alter its performance to ensure full compliance with all applicable permits, laws and regulations. Should the presence of cultural resources be confirmed, the Contractor will assist the Stadium Manager Representative and the •
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Construction/Archeological Monitor in the preparation and implementation of a data recovery plan. The Contractor shall provide such cooperation and assistance as may be necessary to preserve the cultural resources for removal or other disposition. Any Stadium Manager directed changes to the Work as a result of the cultural resource will be pursuant to the Contract Documents.

3. Contractor’s Liability. Should Contractor, without permission, injure, destroy, excavate, appropriate, or remove any cultural resource on or adjacent to the Site, it will be subject to disciplinary action, arrest and penalty under applicable law. The Contractor shall be principally responsible for all costs of mitigation and/or restoration of cultural resources related to the unauthorized actions identified above. Contractor shall be required to pay for unauthorized damage and mitigation costs to cultural resources (historical and archeological resources) as a result of unauthorized activities that damage cultural resources and shall indemnify Stadium Manager pursuant to the Contract Documents.

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

Dust and Pollution Control

1. Contractor shall provide all necessary material, equipment and labor to prevent and control the emission of dust and any other potential pollutant on site.

2. Contractor shall not discharge into the atmosphere from any source smoke, dust or other air contaminants in violation of the law, rules, and regulations of the governing agency.

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

Fugitive Dust
NOT USED.

Management of Storm, Surface and Other Waters

1. Storm water, surface water, groundwater, and nuisance, or other waters may be encountered at various times during construction of the Project. Federal and State laws require the Stadium Manager and its contractors to manage such waters pursuant to the requirements of California State Water Resources Control Board Order Number 2009-0009-DWQ, the Federal Clean Water Act, and the California Porter Cologne Water Quality Control Act. Contractor ackn owledges that it has investigated the risk arising from such w aters in conjunction with the Project, and assumes any and all risks and liabilities arising therefrom. •
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2. The Contractor shall perform all construction operations in such a manner as to comply, and ensure all subcontractors to comply, with all applicable Federal, State, and local laws, orders, and regulations concerning the control and abatement of water pollution; and all terms and conditions of any applicable permits issued for the Project. In the event there is a conflict between Federal, State, and local laws, regulations, and requirements, the most stringent shall apply.

3. Contractor violations. If noncompliance should occur, the Contractor shall report this to the Stadium Manager Representative imm ediately, with the specific information submitted in writing within 2 Days. Consistent violations of applicable Federal, State, or local laws, orders, regulations, or Water Quality Standards may result in Stadium Manager stopping all site activity until compliance is ensured. The Contractor shall not be entitled to any change in Contract Price or Contract Times, claim for damage, or additional compensation by reason of such a work stoppage.

Corrective measures required to bring activities into compliance shall be at the Contractor's expense.

4. Compliance with Construction General Storm water Permit. Contractor shall be required to comply with all aspects of the State Water Resources Control Board (State Board) Water Quality Order No. 2009-0009-DWQ, Nat ional Pollutant Discharge Elimination System General Permit for Storm Water Discharges Associated wi th Constructi on Activity (Permit) for all projects that involve construction on or disturbance of one acre or more of land or which are part of a larger common area of development.
(a) Contractor shall prepare and implement a Storm Water Pollu tion Prevention Plan (SWPPP) for the Project site based on the appropriate Risk Level requirements, and draft and coordinate submittal of all Permit related documents with Stadium Manager ’s Legally Responsible P erson and/or Authorized Signatory as those terms are defined in the Permit. The Contractor shall submit the SWPPP to the Stadium Manager Representative for review not less than fifteen (15) Days prior to the start of on- site construction work. Stadium Manager will file the Notice of Intent and pay the filing fee.
(b) The SWPPP shall be developed by a Qualified SWPPP Developer and implemented by a Qualified SWPPP Practitioner as those terms are defined in the Permit and shall include industry standard requirements for water quality control including but not be limited to the following:
(1) Sediment and erosion control measures to manage sediment and erosion including vegetative practices, st ructural con trol, silt fences, straw dikes, sediment controls or operator controls as appropriate.

Storm water management measures shall be instituted as required, including velocity dissipate rs, and solid waste controls shall address controls for building materials and offsite tracking of sediment. (2) Wastewater and storm water management controls to divert offsite surface flows around the Project site and to divert surface flows within the Project area away from areas of open earth or stockpiles of building and other materials. Wastewater from general construction activities, such as drain water collection, aggregate processin g, concrete batching, drilling, •
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grouting, or other construction operations, shall not enter flowing or dry watercourses without having met the authorized non-storm water discharge requirements lis ted in State Board Water Quality Order No. 2009-0009-DWQ, Section III.C., including proper notification to the Regional Water Board.
(3) Pollution prevention measures including methods of dewatering, unwatering, excavating, or stockpiling earth and rock materials which include prevention measures to control silting and erosion, and which will intercept and settle any runoff of sediment-laden waters. (4) Turbidity prevention measures for prevention of excess turbidity including, but are not restricted to, intercepting ditches, settling ponds, gravel filter entrapment dikes, flocculating processes, recirculation, combinations thereof, or other approved methods that are not harmful to aquatic life. All such wastewaters discharg ed into surface waters, shall contain the least concentration of settleable material possible, and shall meet all conditions of Section 402, the National Pollutant Discharge Elimination System (NPDES) permit.
(5) Overall construction site management measures to address changes at the Project site as the Project moves through different phases and changes that account for rainy and dry season management practices. (6) Pollution c ontrol measures and construction activity methods that will prevent entrance, or accidental spillage, of solid matter, contaminants, debris, or other pollutants or wastes, into streams, flowing or dry watercourses, lakes, wetlands, reservoirs, or underground water sources. Such pollutants and wastes include, but are not restricted to:
refuse, garbage, cement, sanitary waste, industrial waste, hazardous materials, radioactive substances, oil and other petroleum products, aggregate processing, tailings, mineral salts, and thermal pollution. (7) Control measures for stockpiled or deposited materials prohibiting the stockpile or deposit of excavated materials, or other construction materials, near or on stream banks, lake shorelines, or other watercourse perimeters where they can be washed away by high water or storm runoff, or can, in any way, encroach upon the watercourse. (8) Develop and implement a Rain Event Action Plan (REAP), if required, that must be designed and implemented to protect all exposed portions of the site 48 hours prior to any likely precipitation event. (9) Monitoring, reporting and record keeping, as necessary to achieve compliance with applicable Permit requirements, including but not limited to annual reports and rain event reports.
(c) Before any Permit related documents, including the SWPPP, rain event reports, or annual reports may be submitted to the State Board or implemented on the Project site, they must first be reviewed and approved by Stadium Manager. (d) Stadium Manager retains the right to procure and maintain coverage under the Permit for the Project site if the Contractor fails to draft a SWPPP or other •
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Permit related document, or fails to proceed in a manner that is satisfactory to Stadium Manager . Stadium Manager reserves the right to implement its own SWPPP at the Project site, and hire additional contractors to maintain compliance. Whether Contractor has adequately maintained complia nce with the Permit shall be Stadium Manager’s sole determination. In the event that Contractor has failed or is unable to maintain compliance with the Permit, any costs or fines incurred by Stadium Manager in implementing a SWPPP, or otherwise maintaining compliance with the Construction General Permit shall be paid by the Contractor.
(e) Failure to implement the SWPPP or otherwise comply with the Permit is a violation of federal and state law. Contractor hereby agrees to indemnify the Indemnified Parties as required by the Contract Documents for any noncompliance or alleged noncompliance with the Permit arising out of or in connection wi th the Project, except for liability resulting from the sole established negligence, willful misconduct or active negligence of the Indemnified Parties. Stadium Manager may seek damages from Contractor for delay in completing the Contract in accordance with the Contract Documents, caused by Contractor’s failure to comply with the Permit.

5. In addition to compliance with the Permit, Contractor shall comply with the lawful requirements of any applicable municipality, district, drainage district, flood control district, and other local agencies regarding discharges of storm water, surface water, groundwater or other nuisance waters off of the Project site.

6. Oil storage tanks management.
(a) Storage tank placement. All oil or other petroleum product (hereinafter referred to collec tively as oil) storage tanks shall be placed at least 20 feet from streams, flowing or dry watercourses, lakes, wetlands, reservoirs, and any other water source.
(b) Storage area dikes. Storage areas shall be diked at least 12 inches high or graded and sloped to permit safe containment of leaks and spills equal to the capacity of all tanks and/or containers loca ted within each area, plus a sufficient amount of freeboard to contain the 25-year rainstorm. (c) Diked area barriers. Diked areas shall have an impermeable barrier at least 10 mils thick. Areas used for refueling operations shall have an impermeable liner at least 10 mils thick buried under 2 to 4 inches of soil. (d) Spill Prevention Control and Countermeasure Plan (SPCC). Where the location of a construction site is such that oil from an accidental spillage could reasonably be expected to enter into or upon the navigable waters of the United States or adjoining shorelines, and the aggregate storage of oil at the site is over 1,320 gallons or a single container has a capacity in excess of 660 gallons, the Contractor shall prepare an SPCC Plan. The Contractor shall submit the SPCC Plan to the Stadium Manager’s Representative at least 30 days prior to delivery or storage of oil at the site. The Plan must have been reviewed and certified by a registered professional e ngineer in accordance with 40 C.F.R., part 112
•
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7. Underground tank prohibition. The Contractor shall not use underground storage tanks.

8. Construction safety standards. The Contractor shall comply with the sanitation and potable water requirements of Section 7 of United States Bureau of Reclamation's publication “Reclamation Safety and Health Standards.”

9. Other Permits.
(a) Other permits applicable to the Project are listed in the Special Conditions.

The Contractor shall obtain all other necessary licenses and permits. (b) Monitoring. The Contractor is required to conduct monitoring in order to meet the requirements of the permits, which may include sampling, testing and inspections.
(c) Recordkeeping. The Contractor shall retain all records and data required by the permits for the time specified in the contract.

10. Cost. Except as specified herein, the cost of complying with this Section shall be included in the Schedule of Pay Items for work which necessitate the water pollution prevention measures required by this paragraph.

3.10 FEDERAL AVIATION ASSOCIATION (FAA) NOTICE AND COORDINATION.

Any temporary construction activity that exceeds 200 feet above ground level limitation requires the Contractor to give notice, coordinate and schedule the temporary construction activity with the FAA in advance of the activity. The Stadium Manager recommends two (2) weeks advance notice to the FAA, but it is the responsibility of the Contractor to obtain approval from the FAA prior to the activity. An example of an activity that might exceed the 200-foot elevation ceiling is a temporary crane operation to lift signs into place. The permanent location of any part of any sign installed as part of the Project may not exceed the 200 -foot elevation ceiling above ground level in accordance with FAA restrictions.

3.11 PLAYING SURFACE RESTRICTION.

At no time will the Contractor be allowed to use the turf playing field on the Project site to operate equipment, set up cranes or stage materials or equipment. All construction operations shall be conducted outside the limits of the turf playing field.

END OF GENERAL REQUIREMENTS

•
A.

Levi’s Stadium Radio Booth Cabling Project
105 TECHNICAL SPECIFICATIONS

TECHNICAL SPECIFICATIONS

SUMMARY
This Project provides for the addition of supplementary broadcast cabling, raceway, custom plates from the 800 level booths to the truck dock at Levi’s Stadium. As detailed in the Plans and Specifications, fourteen (14) booths shall receive twelve (12) strands of SFMO and twelve (12) channels of audio, and nine (9) of those booths shall receive a JBT enclosure . All cabling shall be run to the truck dock and terminated within the existing racks onto new custom panels.

SCOPE OF WORK

1. Base Bid Scope: The base bid scope of work generally includes the following tasks, all of which shall be performed in accordance with the requirements specified in the Contract Documents including, without limitation, the Plans and Specifications:
a. Contractor shall provide and install new cable tray, conduit, J -hooks, and JBT enclosures.
b. Contractor shall provide and pull all new broadcast cabling from each booth to the truck dock.
c. Contractor shall provide, install, and terminate all panels within JBT enclosures and truck dock racks.
d. Contractor shall provide testing report for all cabling/connections. e. Contractor shall perform all other work specified in the Plans and Specifications.

2. Contractor shall provide all materials, equipment, tools, labor, supervision, and project management necessary to complete the Work on the Project in accordance with the Contract Documents including, without limitation, the Plans and Specifications and these Technical Specifications.

3. Except as otherwise specified herein, Contactor is responsible for obtaining all permits and approvals from authorities having jurisdiction over the Project as may be necessary to complete the Project.

4. Refer to the Plans and Specifications referenced below for additional information.

PLANS AND SPECIFICATIONS

1. All Work on the Project will be performed in accordance with the Plans and Specifications, which are attached hereto as Exhibit “B” and incorporated herein by this reference.

GENERAL REQUIREMENTS

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

2. In all active Work areas, Contractor shall provide, install and maintain all necessary barricades and warnings to prohibit pedestrian access into any affected Work area. This not only includes areas surrounding the Work, but also includes areas below the Work. Levi’s Stadium is an active building containing employees, guests, and other contractors daily.

3. Cleaning and Protection
a. At end of each workday, remove rubbish, empty cans, rags, and other discarded materials

Levi’s Stadium Radio Booth Cabling Project
106 TECHNICAL SPECIFICATIONS

from Project site. Secure, locate and position all unused materials and equipment, including man lifts, to the satisfaction of Stadium Manager. b. Protect all adjacent equipment, material, and property. c. Upon completion of the Work, remove unused materials, debris, containers, footing forms and equipment from the Project site. Remove protective coverings and clean the exposed surfaces of the Work to remove dirt, stains and other substances, by methods as recommended by manufacturers.

MATERIALS

1. Contractor shall provide all materials and equipment as specified in the Contract Documents including, without limitation, new JBTs, cable tray/ pathways, cabling, connectors and custom panels.

2. Refer to the Notice Inviting Bids regarding requirements associated with “or-equal” substitutions. Contractor shall be solely responsible for ensuring and verifying the parts, equipment, and materials required to complete all Work on the Project, including any approved “or-equal” substitutes, are compatible with existing equipment and systems.

SUBMITTALS

1. Contractor shall submit parts and pieces identified in the “Materials” section of this document to the Stadium Manager or its designee for review and approval.

2. Contractor is required to coordinate with authorities having jurisdiction with respect to any deferred submittals requiring a permit including, without limitation, the structural rating of the cable tray system.

INSTALLATION

1. The Contractor is responsible for the installation and material requirements per the manufacturer requirements and the Contract Documents including, without limitation, the Technical Specifications and Plans and Specifications . Contractor shall provide all tools, labor, materials, and accessories necessary to complete the installation per the manufacturer requirements and the Contract Documents.

2. The Project site is Levi’s Stadium and the ancillary areas in and about the stadium including, without limitation, the parking lots and public and private properties and rights-of-way in and around the facility. Levi’s Stadium is located at the following address:

Levi’s Stadium
4900 Marie P. DeBartolo Way
Santa Clara, CA 95054

SCHEDULE

1. Delivery and installation of materials is required within the Contract Time specified in the Contract Documents. Contractor shall coordinate with Stadium Manager to schedule delivery, site access, and installation of materials.

Levi’s Stadium Radio Booth Cabling Project
107 EXHIBIT “A”
Change Order Form

EXHIBIT “A”

CHANGE ORDER FORM
Forty Niners Stadium Management Company LLC

Contract Change Order #

Project: Change Order No.:

Orig. Contract Amt.:

Days

Contract No.:

Contractor: Prev. Appvd. Changes: $ Days
Owner: Forty Niners Stadium Management
Company LLC
This Change: $ Days
Revised Contract Amt.: $ Days

This Change Order covers changes to the subject Contract as described herein. The Contractor shall construct, furnish equipment and materials, and perform all work as necessary or required to complete the Change Order items for a lump sum price agreed upo n between the Contractor and Forty Niners Stadium Management Company LLC, otherwise referred to as Owner.

Item
No.

Description of Changes
Increase/
(Decrease)
in Contract
Amount
Contract
Time
Extension,
Days

1 2

Totals

4900 Marie DeBartolo Way
Santa Clara, CA 95054

Levi’s Stadium Radio Booth Cabling Project
108 EXHIBIT “A”
Change Order Form

0BThe amount of the Contract will be increased by the sum of $_______________ and the Contract Time shall be extended by ____ calendar days. The undersigned Contractor approves the foregoing Change Order #___ as to the changes, if any, in the Contract Price specified for each item including any and all supervision costs and other miscellaneous costs relating to the change in work, and as to the extension of time allowed, if any, for completion of the entire work on account of said Change Order #___. The Contractor agrees to furnish all labor and materials and perform all other necessary work, inclusive of the directly or indirectly related to the approved time extension, required to complete the Change Order items. This document will become a supplement of the Contract and all provisions will apply hereto. It is understood that the Change Order shall be effective when approved by the Owner.

Contractor accepts the terms and conditions stated above as full and final settlement of any and all claims arising out of or related to the subject of this Change Order and acknowledges that the compensation (time and cost) set forth herein comprises the total compensation due for the work or change defined in the Change Order, including all impact on any unchanged work. By signing this Change Order, the Contractor acknowledges and agrees that the stipulated compensation includes payment for all Work conta ined in the Change Order, plus all payment for any acceleration or interruption of schedules, extended overhead costs, delay, and all impact or cumulative impact on all Work under this Contract. The signing of this Change Order acknowledges full mutual acc ord and satisfaction for the change and that the stated time and/or cost constitute the total equitable adjustment owed the Contractor as a result of the change. The Contractor hereby releases and agrees to waive all rights, without exception or reservatio n of any kind whatsoever, to file any further claim or request for equitable adjustment of any type, for any reasonably foreseeable cause that shall arise out of, or as a result of, this Change Order and/or its impact on the remainder of the Work under the Contract.

Accepted:

(Signature) Contractor’s Authorized Representative Date

Recommended:

(Signature) [**INSERT NAME, TITLE**] Date

Approved:

(Signature) [**INSERT NAME, TITLE**] Date

Item
No.

Justification for Change(s)

1 2

Levi’s Stadium Radio Booth Cabling Project
109 EXHIBIT “B”

PLANS AND SPECIFICATIONS

EXHIBIT “B”

PLANS AND SPECIFICATIONS

ATTACHED BEHIND THIS PAGE

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City Council and Authorities ConcurrentJanuary 13, 2026

City Council and Authorities Concurrent
January 13, 2026