Agenda packet — City Council and Authorities Concurrent, March 24, 2026 (part 3 of 5)

City of Santa Clara
General Plan Amendments
2010-present
2/11/2026
GPA # Project File Number Description Notes
#91 575 Benton Street PLN2017-12489 GPA #91 - General Plan Amendment #88 from High Density Residential to Very High Density Residential (355 apartment units, and ~22,000 square feet of retail)
7/17/2018 - City Council Approved
#92 2600 - 2610 Augustine Drive, 3300
- 3380 Montgomery Drive, et. al.

PLN2015-10899 GPA #92 - General Plan Amendment from Light Industrial/Community Commercial to Regional Mixed Use, and Light Industrial to High Density Residential (1800 apartments, 40,000 s.f. retail, & associated improvements)
12/15/2015 - City Council Approved
#93 2500 El Camino Real, et. al. PLN2016-11684 GPA #93 - MARIAN I General Plan Amendment from Community Mixed Use to Regional Mixed Use for the development of 332 market rate residential i d 66 i id i l i li 398 i d 306
Pending - PC/CC after ECR SP Visioning
#94 Tasman East SP PLN2016-12400 Light Industrial to Transit Neighborhood 11/13/2018 - City Council Approval #95 El Camino Real SP PLN2014-10776 GPA #95 - Up to 6,200 residential units beyond the 2,073 that were allocated under the 2010 General Plan and of which some of those residential units have been constructed in the project area. Additionally, the Preferred Land Use Alternative would reduce the commercial space which currently exists in the project area by 315,000 square feet.

Pending
#96 3005 Democracy Way PLN2017-12924 High-Intensity Offi ce/Research and Development (R&D) to a new designation allowing high-intensity mixed use development, including residential and office
6/7/2022 - City Council Approval
#97 Patrick Henry Drive Plan Patrick Henry Drive SP The Specific Plan will analyze two scenarios: 1) Up to 12,000 net new residential units and 310,000 net new square feet of non-residential uses, including retail and education facilities. 2) The same as the (1) but would substitute office for high-density residential along the east edge of the Plan Area, amounting to an approximate total of 10,300 net new residential units,785,000 net new square feet of office, and 310,000 net new square feet of other nonresidential uses.
3/22/2022 - City Council Approval
#98 Freedom Circle Focus Area Freedom Circle Focus
Area
The Focus Area would allow, subject to a future planning study, 2,500 dwelling units beyond those anticipated in the Greystar General Plan Amendment (described below), and 2 million square feet of additional office space beyond that allowed under the current high-intensity office designation.
6/7/2022 - City Council Approval
#99 Climate Action Plan PLN2018-13646 Climate Action Plan Update 6/7/2022 - City Council Approval #100 Zoning Code Update Genera l Plan Text Amendment to remove the area limitation for manufacturing in the Low- and High-Intensity Office General Plan Designations, and to allow Medical Sevices in the High Intensity Office General Plan Designation
12/19/2023 - City Council Approval
#101 1601 Civic Center Drive PLN21-15206 General Plan Ame ndment from Community Commercial to High Density Residential 11/15/2022 - City Council Approved
#102 Housing Element Update Housing Element
Update
Housing Element Update to meet the requirements of the City's 6th Cycle Regional Housing Needs Assessment (RHNA) 1/31/2023 - City Council Approval #103 Housing Element Update re- do Housing Element
Update re-do
Housing Element Update to meet the requirements of the City's 6th Cycle Regional Housing Needs Assessment (RHNA) 6/27/2023 - City Council Approval #104 The Alameda Mixed-Use PLN22-00448 General Plan Ame ndment from Neighborhood Mixed-Use to Very High Density Residential 8/29/2023 - City Council Approval
#105 Downtown Precise Plan PLN2019-13823
Downtown Precise Plan to implement the community’s vision and objectives for a vibrant, pedestrian-oriented destination Downtown with a mix of residential, office, and civic uses. 12/5/2023 - City Council Approval #103
PLN21-15069 2805 Bowers General Plan Amendment and Architectural Review to demolish the existing approximately 55,000 square foot 2-stoy building and construct a new 4- story 244,068 square foot data center with a substation. 8/27/2024 - City Council Approval #96
PLN2017-12924 3005 Democracy Way (Kylii) GPA from High-Intensity Office/Research &Development (R&D) to a new designation Urban Center Mixed Use (residential density range is 60 - 250 dwelling units per acre) and Urban Center Mission Point (minimum FAR is 1.5) allowing up to 3 million sf of office,1,800 residential units, and 100,000sf of
retail/community amenities.
11/19/2024 - City Council Approval
#106 Housing Element Update Citywide
General Plan Amendment to update the Housing Element of the General Plan for the period of 2023-2031 with revisions responding to requests from the state department of Housing and Community Development 5/7/2024 - City Council Approval

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City of Santa Clara
General Plan Amendments
2010-present
2/11/2026
GPA # Project File Number Description Notes
#107 Zoning Map consistency Citywide
Actions on the Zoning Code Update Related to the Adoption of the Zoning Map, Including: General Plan Amendments to Change the Residential Land Use Designations on Identified Properties to Preserve Residential Capacity, per State Law; A "Cleanup" Ordinance to Amend Title 18 ("Zoning"); and Adoption of the Zoning Map, Consistent with the City's General Plan Land Use Diagram (30 parcels of City right‐of‐way designated for residential; approx. 20 parcels designated for residential that are developed with City facilities; and approx. 30 parcels designated for residential that are developed with houses of worship )
7/16/2024 - City Council Approval
#108 Freedom Circle Focus Area text
amendment
Freedom Circle Focus
Area
A resolution of the city of Santa Clara, California, approving a general plan text amendment adding a policy to the Freedom Circle Future Focus Area plan to clarify the requirements for preparing a comprehensive plan prior to additional development.
3/25/2025 - City Council Approval
#109 Housing Element sites inventory
modification
4701 PHD and 3005
Democracy Wy
A resolution of the city of Santa Clara, California, adopting an amendment to the General Plan to remove one site (4701 Patrick Henry Drive) from and add one site (3005 Democracy Way) to the adopted housing element sites inventory and make associated text edits
4/29/2025 - City Council Approval
#110 Multi-jurisdictional Hazard
Mitigation Plan Citywide
A resolution of the City of Santa Clara, California, adopting a General Plan Amendment incorporating the multi-jurisdictional hazard mitigation plan and the city’s local annex into the city’s general plan 4/29/2025 - City Council Approval
#111 Future Focus Area deletions Citywide
A resolution of the City of Santa Clara, California, adopting an amendment to the general plan to remove the Lawrence Station Phase II focus area, the Central Expressway and De la Cruz future focus areas, and make associated text and diagram edits
5/27/2025 - City Council Approval
#112 Open Space Element Update Citywide
A resolution of the City of Santa Clara, California, to approve a general plan text amendment to update the City’s General Plan Open Space Element, consistent with state law
12/16/2025 - City Council Approval

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12371
City of Santa Clara
E r:ar;b 1.n. Increase Housing Choices and Affordability in Areas of Opportunity S89
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ADUs
• ADUs Finaled 2025
Neighborhood Opportunity
1111 Highest Resource
1111 High Re50urce
l:::J Moderate Resource
C:J Low Resource
Operational Boundary
r. _j Operational Boundary
County Park
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Distribution of ADUs in HCD/
TCAC Opportunity Areas:
31 - Highest Resource
30 - High Resource
4 - Moderate Resource
way
Inverness Way
E Homestead Rd
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Walsh Ave
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Internet Links
_______________________________________________________________________________ City of Santa Clara General Plan website, with additional APR reporting:

City of Santa Clara General Plan and previous years’ APRs:
https://www.santaclaraca.gov/our-city/departments-a-f/community-development/planning- division/general-plan
Map of
deed-restricted affordable housing in the City of Santa Clara https://www.santaclaraca.gov/home/showpublisheddocument/86544/638778906401435116 Map of
Accessory Dwelling Units produced, 2023-2024
https://www.santaclaraca.gov/home/showpublisheddocument/86548/638778906540977517 Map of
SB9 units produced, 2023-2024
https://www.santaclaraca.gov/home/showpublisheddocument/86546/638778906483794164 These documents are available for viewing in the Community Development Department/Planning Division
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-170 Agenda Date: 3/24/2026

REPORT TO COUNCIL

SUBJECT
Action to Authorize the Use of City Electric Forces for New Dark Fiber Installations From 5453 Great America Parkway to 5200 Patrick Henry Drive to 2895 Northwestern Parkway, With an Estimated Cost of $9,741

BACKGROUND
Section 1310 of the Santa Clara City Charter (Contracts on Public Works) states “that every contract involving an expenditure of more than one thousand dollars ($1,000) for the construction or improvement (excluding maintenance and repair) of public buildings, works, streets, drains, sewers, utilities, parks and playgrounds shall be let to the lowest responsible bidder.” The section further states that “the City Council may declare and determine that, in its opinion, the work in question may be performed better or more economically by the City with its own employees, and after the adoption of a resolution to this effect by at least four affirmative votes, it may proceed to have said work done in the manner stated, without further observance of the provisions of this section.” Silicon Valley Power (SVP) currently employs two Fiber Splicing Technicians to primarily perform maintenance and repairs to meet the performance standards of fiber customers, which includes City departments and commercial customers. Fiber Splicing Technician activities include basic splicing and distribution changes to fiber optic cables; pulling, laying, aligning, and positioning fiber optic equipment for new connections to SVP’s fiber network; and performing fusion splicing at building entrances and in maintenance spaces.

DISCUSSION
Currently, the SVP fiber optic network serves SVP, other City departments, and various commercial customers. The Fiber Splicer Technician performs a variety of specialized activities from maintenance and repair to new or re-spliced interconnections to SVP’s network. Each interconnection can be unique, involving different hours of labor depending on the number of fibers required to be spliced and the particular location within the network.

Large or extensive projects involving extending fiber cable being laid along new paths or significant distances or adding conduit or related infrastructure are performed by a construction contractor through a public works contract. SVP spends up to $1 million per year on these public works contracts.

Staff believes that the work described below is better performed with City forces based upon the following factors: (1) the work is limited in size and scope; (2) City forces have knowledge and training in operating, maintaining and repairing the fiber optic system that can be leveraged to more economically perform this work; and (3) bidding out the work and contracting with a private entity would not likely result in a lower overall cost or time savings.

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26-170 Agenda Date: 3/24/2026
Therefore, staff recommend that the City Council declare and determine that City forces can better perform the following fiber optic projects and approve the use of City forces for such projects:

Estimate Number: FWM#001426
Location: From 5453 Great America Parkway to 5200 Patrick Henry Drive to 2895 Northwestern Parkway
Type of Service: Fiber
Description of Work: Splice, terminate and test fibers for a new route from 5453 Great America Parkway to 5200 Patrick Henry Drive to 2895 Northwestern Parkway.

Estimated Cost: $9,741
Appropriation: Electric Utility Capital Fund (591) Project 2004 - Fiber Development Design & Expansion
Source of Revenue: Customer/Developer Contribution

ENVIRONMENTAL REVIEW
Staff recommends that the City Council determine that the action being considered is exempt from the California Environmental Quality Act (“CEQA”) pursuant to Section 15303 (Class 3 - New Facilities) of Title 14 of the California Code of Regulations, as the proposed work consists of the installation of new small fiber optic facilities.

FISCAL IMPACT
The funds to support the staff time for work performed by Silicon Valley Power (SVP) and related construction materials for the work detailed in this report, totaling $9,741, are included in the Fiscal Year 2025/26 Budget, Fiber Development, Design, and Expansion capital project (CIP 2004) in the Electric Utility Capital Fund. All referenced work will be performed with City Electric Forces (SVP staff). Some work associated with encroachment permits may be performed by the Department of Public Works (DPW). DPW costs are recovered through payment of permit fees.

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

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

RECOMMENDATION

1. Determine the proposed action is exempt from CEQA pursuant to Section 15303 (Class 3 - New Facilities) of Title 14 of the California Code of Regulations; and

2. Declare and determine in accordance with Section 1310 of the City Charter that the public works with an estimated cost of $9,741, located from 5453 Great America Parkway to 5200 Patrick Henry Drive to 2895 Northwestern Parkway, is better performed by the City with its own employees based on the information set forth in this Report to Council and authorize the performance of this public work consistent with this authorization.

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26-170 Agenda Date: 3/24/2026
Reviewed by: Nico Procos, Director of Silicon Valley Power Approved by: Jovan D. Grogan, City Manager
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-232 Agenda Date: 3/24/2026

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on an Amendment No.1 to the Agreement with Advanced Integrated Pest Management for Pest Control Services at Levi’s Stadium to Extend the Term by One Year, Increase the Total Agreement Amount by $82,500, Update the Compensation and Fee Schedule, and Delegate Authority to the Executive Director for Future Amendments

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.…” On January 7, 2023, the Stadium Manager issued a Request for Proposals (RFP) to solicit qualified firms to provide pest control services at Levi’s Stadium. Three firms submitted proposals by the established deadline. Following a review and evaluation of the proposals, Advanced IPM was determined to be the most qualified firm based on its experience, quality of service, and cost. The Stadium Manager subsequently conducted a Best and Final Offer (BAFO) process, resulting in a negotiated not-to-exceed contract amount of $250,000 for a three-year term.

On March 7, 2023, the Stadium Authority approved the Stadium Manager’s request to enter into a three-year agreement with Advanced Integrated Pest Management (Advanced IPM) to provide pest control services at Levi’s Stadium for the period of April 1, 2023 through March 31, 2026, in an amount not to exceed $250,000 (Attachment 1).

To ensure continuity of pest control services at Levi’s Stadium in advance of the initial three-year term expiring on March 31, 2026, the Stadium Manager is requesting approval for the following actions related to the Agreement with Advanced IPM:

1. Approve and authorize the Stadium Manager to execute an Amendment No. 1 to the agreement with Advanced IPM to increase the maximum compensation by $82,500 to cover services from April 1, 2026 to March 31, 2027.

2. Authorize the Executive Director to approve future amendments to the Agreement with Advanced IPM to: (a) exercise the final one-year option for the fifth contract year and increase the not-to-exceed amount by $86,625 to cover services from April 1, 2027 to March 31, 2028, and (b) increase the total not-to-exceed amount by up to an additional $25,000 as contingency for unanticipated services, which may be utilized in during the fourth or fifth contract years, all subject to the same basic terms and conditions and budget appropriations.

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26-232 Agenda Date: 3/24/2026

3. Authorize the Executive Director to approve future amendment of the Agreement with Advanced IPM, under the same basic terms and conditions, on a month-to-month basis for a period not to exceed six months beyond the fifth contract year through September 30, 2028 and increase the not-to-exceed amount by $45,478 to cover up to six months of services and increase the compensation and fee schedule to reflect rate increases not to exceed 5% over the prior year upon providing reasonable justification of rate increases, provided the Stadium Manager is engaged in an active competitive solicitation process and subject to budget appropriations. This extension is intended to support the transition to a recommended contractor and maintain continuity of business, with thirty (30) calendar days’ notice to the contractor to terminate the agreement.

4. The total not-to-exceed maximum compensation for the Agreement with Advanced IPM, inclusive of contingency and all contract years, shall not exceed $489,603.

A Recommendation Memo was submitted describing the Stadium Manager’s request in more detail (Attachment 3).

DISCUSSION
Continued pest control services are necessary to ensure the facility remains in optimal condition for daily staff activities and events. Pest management at a large-scale, multi-use facility requires familiarity with the site’s infrastructure, food service areas, and event operations. Extending the current agreement ensures continuity of service, operational stability, and regulatory compliance.

By exercising the first of two one-year extension options, Stadium Manager will have continuity with Advanced IPM, maintaining the cleanliness and pest management required for Levi’s Stadium. To ensure the Stadium remains fully operational, Stadium Manager requires flexibility to manage vendor transitions effectively. As such, the Stadium Manager is also requesting for delegated authority to the Executive Director to approve future amendments to the agreement to respectively 1) approve future amendments to the Agreement to: (a) exercise the final one-year option for the fifth contract year and increase the not-to-exceed amount by $86,625 (reflective of a 5% increase) to cover services from April 1, 2027 to March 31, 2028 and increase the compensation and fee schedule to reflect rate increases not to exceed 5% over the prior year upon providing reasonable justification of rate increases, and (b) increase the not-to-exceed amount by up to an additional $25,000 as contingency for unanticipated services, which may be utilized during the fourth or fifth contract years, all subject to the same basic terms and conditions and budget appropriations, and 2) approve future amendment to the Agreement, under the same basic terms and conditions, for a period not to exceed six months beyond the fifth contract year through September 30, 2028 and increase the not-to-exceed amount by $45,478 (reflective of a 5% increase) to cover up to six months of services and increase the compensation and fee schedule to reflect rate increases not to exceed 5% over the prior year upon providing reasonable justification of rate increases, provided the Stadium Manager is engaged in an active competitive solicitation process and subject to budget appropriations.

The requested month-to-month authority would allow for an orderly transition to a recommended contractor following a competitive procurement process, flexibility to prevent any lapse in critical pest control services, and sufficient time for contractor mobilization and knowledge transfer, with thirty (30) calendar days’ written notice to terminate the agreement. Table 1 below provides a summary of the costs under the agreement.

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26-232 Agenda Date: 3/24/2026
Table 1 - Cost Summary
Description Amount
Initial Three-Year Term (4/1/23 - 3/31/26) $250,000
Optional Year 4 (4/1/26 - 3/31/27) $82,500
Optional Year 5 (4/1/27 - 3/31/28) $86,625
6-Month As-Needed Extension (4/1/28 - 9/30/28) $45,478
Contingency $25,000
Total Not-to-Exceed Maximum Compensation $489,603
Optional Years 4 and 5 assume an annual price increase of 5%. A contingency is included to account for unanticipated service requirements. The Stadium Manager has provided the following reason for the increased agreement amounts that reflect a 5% increase and maximum 5% for rate increases, “This percentage is based on the potential rate increases exceeding the prior year fees given the overall lack of market certainty due to current economic and political factors.” The Stadium Manager or vendor is responsible for providing reasonable justification for any rate increases for future amendments. If the Stadium Manager’s requests are approved, the Executive Director will have delegated authority to approve such rate increases, up to 5%, and anything higher will have to go to the Stadium Authority Board for additional approval. The Stadium Manager will be responsible for managing expenditures throughout the term of the agreement based on operational needs, provided the overall maximum compensation is not exceeded. This approach allows for continued Stadium Authority oversight, while streamlining the approval process for future amendments.

Based on the review of the Stadium Manager’s request, the provided information, and the draft Amendment No. 1, staff recommends approval of the Stadium Manager’s requests related to the Agreement with Advanced IPM to continue pest control services at Levi’s Stadium with minor modifications - with respect to the recommendation to approve Amendment No. 1 also include reference to the updated compensation and fee schedule; and update the word “increase” to “adjust” relating to the contract year five and six-month extension’s compensation and fee schedules in the recommendation language. For clarity, the Executive Director will have delegated authority to approve rate increases of up to 5%, subject to the maximum compensation.

The Stadium Authority Counsel’s Office has reviewed the Amendment No. 1 to the Agreement for comparison to the Stadium Authority’s customary language. Nothing in the proposed Amendment No. 1 or Agreement changes the Stadium Authority’s rights under the Management Agreement and specifically with respect to any dispute that may arise from the Stadium Manager’s obligations under the Management Agreement.

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

ENVIRONMENTAL REVIEW
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26-232 Agenda Date: 3/24/2026
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. Additionally, the action being considered is exempt from the CEQA pursuant to CEQA Guidelines section 15061(b)(3) as the activity is covered by the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA.

FISCAL IMPACT
The requested Amendment No. 1 will increase the Agreement’s total not-to-exceed amount by $82,500, from $250,000 to $332,500 over the four-year term. Future amendments to the Agreement, as requested through delegated authority to the Executive Director for approval, may increase the agreement’s total not-to-exceed amount to $489,603 through September 30, 2028.

The Stadium Authority Fiscal Year (FY) 2026/27 Budget includes Shared Stadium Expenses, such as Security, Stadium Operations, Engineering, Guest Services, and Groundskeeping. In accordance with the Stadium Lease, most Shared Stadium Expenses are allocated 50/50 between the Stadium Authority and StadCo.

There are sufficient funds in the FY 2026/27 Shared Stadium Expenses Engineering line item to cover the Stadium Authority’s fifty percent (50%) share of the agreement cost for the fourth contract year. As the requested action for the fifth contract year and additional six-month extension covers FY 2027/28 and FY 2028/29, those agreement amendments will be subject to future budget appropriations.

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

RECOMMENDATION

1. Approve and authorize the Stadium Manager to execute an Amendment No. 1 to the Agreement with Advanced Integrated Pest Management for pest control services at Levi’s Stadium to increase the maximum compensation by $82,500 to cover services from April 1, 2026 to March 31, 2027 and update the compensation and fee schedule to reflect Exhibit B-2.

2. Authorize the Executive Director to approve future amendments to the Agreement with Advanced Integrated Pest Management to: (a) exercise the final one-year option for the fifth contract year, increase the not-to-exceed amount by $86,625 to cover services from April 1, 2027 to March 31, 2028, adjust the compensation to reflect rate increases not to exceed 5% over the City of Santa Clara Printed on 3/20/2026Page 4 of 5
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26-232 Agenda Date: 3/24/2026
prior year upon providing reasonable justification of rate increases, and (b) increase the total not- to-exceed amount by up to an additional $25,000 as contingency for unanticipated services, which may be utilized during the fourth or fifth contract years, all subject to the same basic terms and conditions and budget appropriations.

3. Authorize the Executive Director to approve future amendment to the Agreement with Advanced Integrated Pest Management, under the same basic terms and conditions, for a period not to exceed six months beyond the fifth contract year through September 30, 2028, increase the not-to-exceed amount by $45,478 to cover up to six months of services, and adjust the compensation and fee schedule to reflect rate increases not to exceed 5% over the prior year upon providing reasonable justification of rate increases, provided the Stadium Manager is engaged in an active competitive solicitation process and subject to budget appropriations.

4. The total not-to-exceed maximum compensation for the Agreement with Advanced Integrated Pest Management, inclusive of contingency and all contract years, shall not exceed $489,603.

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

ATTACHMENTS

1. Agreement with Advanced Integrated Pest Management

2. Draft Amendment No. 1 to Agreement with Advanced Integrated Pest Management

3. Stadium Manager’s Recommendation Memo
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Contract No: 10155
1 LEVIS STADIUM GENERAL SERVICES AGREEMENT

BY AND BETWEEN

FORTY NINERS STADIUM MANAGEMENT COMPANY LLC
AND

ADVANCED INTEGRATED PEST MANAGEMENT
This Agreement for the Performance of Services (Agreement) is made and entered into on April 1, 2023 (Effective Date) by and between ADVANCED INTEGRATED PEST MANAGEMENT, a California corporation with its principal place of business at 1110 Melody Lane, Roseville, CA 95678 (Contractor), and the FORTY NINERS STADIUM MANAGEMENT COMPANY LLC, a Delaware limited liability company (Stadium Manager), with its principal place of business at 4900 Marie P. DeBartolo Way, Santa Clara, CA 95054. Stadium Manager and Contractor may be referred to individually as a Party or collectively as the Parties or the Parties to this Agreement.

RECITALS
A. The CITY OF SANTA CLARA, a municipal corporation (City) and the SANTA CLARA STADIUM AUTHORITY, a joint exercise of powers entity, created through Government Code sections 6500 et seq. (the Authority), are parties to that certain Ground Lease dated March 28, 2012, as amended by that certain First Amendment to Ground Lease (Stadium Site) (as the same may be further amended from time to time, the Ground Lease), pursuant to which the Authority leases certain real property from the City upon which the Authority has developed and constructed a multi-purpose stadium (the Stadium).

B. The Authority and FORTY NINERS SC STADIUM COMPANY LLC, a Delaware limited liability company (StadCo), are parties to that certain Amended and Restated Stadium Lease Agreement dated March 28, 2012 as amended and restated as of June 19, 2013 (as the same may be further amended from time to time, the Stadium Lease), pursuant to which StadCo is granted the right during the term of the Stadium Lease to use and occupy the Stadium for the operation of an NFL franchise, subject to, and on the basis of, the terms, covenants and conditions set forth in the Stadium Lease.

C. StadCo and FORTY NINERS FOOTBALL COMPANY LLC, a Delaware limited liability company (Team), are parties to a certain Sublease Agreement dated March 28, 2012, as amended and restated as of June 19, 2013 (as the same may be further amended from time to time, the Team Sublease), pursuant to which, during the term of the Team Sublease, the Team shall play its NFL home games at the Stadium, subject to, and on the basis of, the terms, covenants and conditions set forth in the Team Sublease.

D. The Authority, StadCo, and Stadium Manager are parties to a certain Stadium Management Agreement effective as of March 28, 2012, as amended by that certain First Amendment to Stadium Management Agreement dated November 13, 2012, that certain Second Amendment to Stadium Management Agreement dated May 9, 2013, that certain Third Amendment to Stadium Management Agreement dated June 19, 2013, and that certain Fourth Amendment to Stadium Management Agreement dated March 18, 2014 (as the same may be further amended from time to time, the Stadium Management Agreement), pursuant to which the Stadium Manager will manage the operation of the Stadium year-round on behalf of the Authority and StadCo for the term and on the basis specified in the Stadium Management Agreement.

E. Pursuant to the Stadium Management Agreement, the Stadium Manager is required to maintain and operate the Stadium and areas surrounding the Stadium, and, accordingly, desires to secure the general services generally consisting of [insert type of general service] as more fully described in Exhibit A, entitled Scope of Services (the Services), attached hereto and incorporated herein by this reference.

DocuSign Envelope ID: 1F675D40-B916-45F1-9DE0-7F20DCF4192F Contract No: 10155
2 F. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses / certifications / permits, and desire to provide the Services which meet objectives and requirements of Stadium Manager.

G. In accordance with the Stadium Management Agreement, the Stadium Manager is authorized to enter into this Agreement on behalf of the Authority and StadCo to engage Contractor to provide the Services. The Stadium Manager and Contractor desire to enter into this Agreement whereby Contractor will perform the Services subject to the terms and conditions of this Agreement, the Ground Lease, the Stadium Lease and the Stadium Management Agreement.

TERMS

1. DEFINITIONS.

A. Affiliate: shall mean any Person directly or indirectly controlling or controlled by or under direct or indirect common control with a Person. For purposes of this definition, control when used with respect to any entity means the power to direct the management and policies of such entity, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and controlling and controlled have meanings correlative to the foregoing.

B. Additional Indemnitees: shall mean the Authoritys Affiliates (including without limitation, the Authoritys Board of Directors, the City, its City Council, and all City or Agency commissions, officers, employees, volunteers and agents), the Bayshore North Project Enhancement Authority, the Successor Agency to the Santa Clara Redevelopment Agency, StadCo and its Affiliates, the Team and any Additional Team (i.e., an additional NFL franchise that plays its home games at the Stadium) (and their respective Affiliates), Managers Affiliates (if not any of the previously mentioned Persons), each other tenant of the Stadium and each Event promoter, and any mortgagee, bond trustee or other financial institution from time to time holding a lien or indenture upon Managers interest in the Stadium, the Stadium Lease or the Stadium Management Agreement.

C. Default Rate: shall mean a rate per annum equal to the lesser of (i) fifteen percent (15.0%) and (ii) the maximum non-usurious rate permitted by applicable law.

D. Fiscal Year: shall mean the twelve (12) month period commencing April 1 of each year after the execution of this Agreement, except that the first Fiscal Year will commence on the Commencement Date of the Stadium Lease and end on the next following March 31.

If this Agreement expires or terminates on a date other than March 31 of a particular year, there shall be a partial last Fiscal Year ending on the date of such termination.

E. Hazardous Substance: shall mean, as of any date: (a) any petroleum or petroleum products, flammable explosives, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, and transformers or other equipment that contain dielectric fluid containing polychlorinated biphenyls (PCBs); (b) any chemicals or other materials or substances which as of such date are defined as or included in the definition of hazardous substances, hazardous wastes, hazardous materials, extremely hazardous wastes, restricted hazardous wastes, toxic substances, toxic pollutants, contaminants, infectious wastes, pollutants or words of similar import under any environmental law; and (c) any other chemical or other material or substance, DocuSign Envelope ID: 1F675D40-B916-45F1-9DE0-7F20DCF4192F Contract No: 10155
3 exposure to which or use of which as of such date is prohibited, limited or regulated under any environmental law.

F. Person: shall mean any individual, corporation, partnership, limited liability company, association, trust or other entity whatsoever.

2. EMPLOYMENT OF CONTRACTOR.

Stadium Manager hereby employs Contractor to perform the Services. Stadium Manager shall pay for all such Services which are consistent with the terms of this Agreement.

3. SERVICES TO BE PROVIDED.

A. The Recitals above and all of the exhibits and schedules referenced in this Agreement are attached and are incorporated herein by this reference.

B. Contractor promises and agrees to furnish to the Stadium Manager all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately perform the Services as described in this Agreement including, without limitation, Exhibit A attached hereto.

C. Stadium Manager may, at its discretion, provide, or cause to be provided, during the Term designated office and storage space within the Stadium for use by Contractor. The location of such office and storage space shall be in the sole discretion of Stadium Manager, and Stadium Manager may direct that the office and storage space be moved to a new location within the Stadium from time to time as it deems necessary.

D. Except as expressly provided herein, Contractor shall be responsible for all costs and expenses incurred in performing the Services, including costs and expenses of maintaining, repairing and replacing any furniture, fixtures, equipment, or other tangible property and all applicable taxes, staffing (including all managerial and Event staff, if applicable), and training. As described in greater detail in Section 8.F hereof, Contractor agrees to fully abide by all sustainability and reuse programs established for or applicable to the Stadium, as each may be modified from time to time following the Effective Date.

E. Without limiting the generality of any other provision in this Agreement, Contractors provision of the Services shall be subject to the reasonable prior approval of Stadium Manager acting in conjunction with Contractor, including but not limited to staffing and the manner of Contractors performance. Contractor shall not offer exclusivity to any supplier without the prior written approval of Stadium Manager.

F. If at any time, Contractor fails or is otherwise prevented from providing all or any portion of the Services whether due to a suspension or termination of any licenses or permits or otherwise, then, in addition to any other right of Stadium Manager, Stadium Manager shall have the right, in its sole discretion, without the payment of any kind to Contractor, to provide through any available means the Services, or any portion thereof, until such time as Contractor has resumed its provision of the Services. In the event Stadium Manager exercises its rights pursuant to this Section, Contractor shall, and shall cause its employees to cooperate and assist Stadium Manager in providing the Services.

G. Notwithstanding the foregoing, and subject to any restrictions imposed by the Authority, including pursuant to the Stadium Lease and Stadium Management Agreement, the Stadium Manager and its designated agents reserve the right of access to all areas that Contractor is permitted to access, use and occupy hereunder for purposes of operating, inspecting, maintaining and repairing the Stadium (and all improvements therein or thereon) and for the purpose of determining whether the terms, covenants and conditions contained in this Agreement are being fully and faithfully observed and performed by DocuSign Envelope ID: 1F675D40-B916-45F1-9DE0-7F20DCF4192F Contract No: 10155
4 Contractor. Use of any space or property that Contractor is permitted to access, use and occupy hereunder for purposes other than the operations to be conducted under this Agreement, without prior written approval of Stadium Manager in its sole discretion, is prohibited. Contractor shall not interfere with any other contractor, licensee or employee of the Authority, Stadium Manager or any other person working at the Stadium.

4. COMMENCEMENT OF SERVICES.

Contractor shall begin providing the Services on the Effective Date. Contractor shall provide the Services as described in Exhibit A and shall complete all Services during the Term consistent with any milestones specified in this Agreement. The Parties may adjust any performance milestones, service schedules or commencement dates by mutual written agreement.

5. QUALIFICATIONS OF CONTRACTOR STANDARD OF WORKMANSHIP.

A. Contractor represents and maintains that it has the necessary expertise in the professional calling to perform the Services, and its duties and obligations, expressed and implied, contained in this Agreement, and Stadium Manager expressly relies upon Contractors representations regarding its skills and knowledge. Contractor shall perform such Services and duties and obligations in conformance to and consistent with the professional standards of a specialist in the same discipline in the State of California.

B. Any plans, designs, specifications, estimates, calculations, reports, and other documents required to be furnished by Contractor under this Agreement shall be of a quality acceptable to Stadium Manager. To be accepted as provided under this Agreement, any such deliverable shall be a product of neat appearance and shall be well-organized, technically and grammatically correct, and checked, and shall identify the maker and checker. The minimum standard of appearance, organization, and content of the deliverable shall be that used by Stadium Manager for similar services.

6. TERM OF AGREEMENT.

The term of this Agreement (the Term) shall begin on the Effective Date and terminate on March 31, 2026 provided however, if this Agreement extends beyond a single fiscal year, the Term for subsequent fiscal years shall be conditioned upon approval of the Authority budget for the applicable fiscal year that includes the amounts due under this Agreement. All Services contained herein shall be completed prior to the end of the Term of this Agreement. The Stadium Manager shall have the option, in its sole discretion, to extend the Term for two additional one (1) year periods by notifying Contractor in writing of Stadium Manager's desire to exercise said option prior to the expiration of the then-current Term.

7. WARRANTY.

Contractor expressly warrants that all 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 Stadium Manager when defects are due to the negligence, errors, or omissions of Contractor. If Contractor fails to promptly correct or replace Services, Stadium Manager may make corrections or replace Services and charge Contractor for the cost incurred by Stadium Manager.

8. PERFORMANCE OF SERVICES.

A. Contractor shall perform all Services in an efficient and expeditious manner and shall work closely with and be guided by Stadium Manager. Contractor shall be as fully responsible to Stadium Manager 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 DocuSign Envelope ID: 1F675D40-B916-45F1-9DE0-7F20DCF4192F Contract No: 10155
5 persons directly employed by it. Contractor will perform all Services in a safe manner and in accordance with all Applicable Laws and safety regulations, the policies and procedures issued by the Stadium Manager relating to the Services, the general operating procedures of the Authority, and any and all other applicable rules, regulations, policies and directives established or implemented by the Authority and/or Stadium Manager, the designees of either of them, or the NFL, from time to time, including scheduling rules, regulations and policies, related to the use or operation of the Stadium (collectively, Stadium Policies).

The term Applicable Laws as used in this Agreement shall mean any statute, law, treaty, rule, code, ordinance, regulation, permit, interpretation, certificate or order, whether now or hereafter existing, of any Governmental Authority, or any judgment, decision, decree, injunction, writ, order or like action of any court, arbitrator or other Governmental Authority, whether now or hereafter existing. The term Governmental Authority as used in this Agreement shall mean any federal, state, local or foreign governmental entity, authority or agency, court, tribunal, regulatory commission or other body, whether legislative, judicial or executive (or a combination or permutation thereof), and any arbitrator to whom a dispute has been presented under Applicable Laws or by agreement of the Parties with an interest in such dispute.

B. Contractor shall at all times maintain a sufficient number of qualified personnel at the Stadium and, if applicable, the Related Facilities ( e.g., offsite parking areas ) for the performance of all of Contractors obligations under this Agreement.

C. Contractors authorized personnel who are scheduled to work at events at the Stadium (Events) shall be provided with ingress to and egress from the Stadium through a gate or gates designated for such purpose by Stadium Manager, without charge, during all days on which Events are held and at all other times necessary to enable Contractor to prepare for Events and fulfill its responsibilities under this Agreement. Contractor shall be bound by and comply with all rules, policies and procedures relating to security and access rights, including requirements related to screening and identification of Contractors personnel, established from time to time by Stadium Manager. Nothing herein contained shall be held to limit or qualify the right of the Authority or Stadium Manager to a free and unobstructed use, occupation and control of the Stadium and ingress and egress for itself, its lessees and the public.

D. Contractor shall obtain on or before the Commencement Date and shall thereafter maintain throughout the Term, at its cost and in its name, all licenses and permits necessary for the performance of the Services and any and all other licenses and permits required to be obtained by Contractor by the terms of the Stadium Lease. Stadium Manager shall cooperate with Contractor in connection with applications submitted by Contractor for any and all licenses and permits and renewals thereof. Contractor shall not submit any application for a permit or license without first providing Stadium Manager a reasonable opportunity to review it. Contractor shall furnish Stadium Manager with copies of such licenses and permits and renewals thereof as are physically maintained at the Stadium, and all other licenses or permits otherwise required under Applicable Laws or this Agreement, and shall surrender all licenses and permits to Stadium Manager upon termination of this Agreement.

E. In the event that Contractor fails to obtain or maintain in full force and effect any material license or permit necessary for the performance of the Services, including upon a suspension applicable to an Event or revocation thereof, (a) Stadium Manager shall have the right (but no obligation) to perform or have another Person perform the applicable obligation without compensation to Contractor and, whether or not Stadium Manager exercises that right or its termination rights, Contractor shall be responsible to Stadium Manager for the loss of income and all other damages, including consequential and special damages, suffered by Stadium Manager as the result of Contractors breach of this Agreement, including any loss of income; and (b) Contractor shall be considered in material DocuSign Envelope ID: 1F675D40-B916-45F1-9DE0-7F20DCF4192F Contract No: 10155
6 breach of this Agreement, and Stadium Manager may, in addition to any other rights or remedies it may have, immediately terminate this Agreement.

F. Contractor shall comply in all respects with the Santa Clara Business and Commercial Recycling Program, as the same shall be amended from time to time, and shall, in partnership with Stadium Manager, prepare and implement a plan (the Waste Reduction and Recycling Plan) that targets 100% diversion of solid waste from all Events, including composting or other diversion of compostable organics. Contractor shall train its employees in the methods and objectives of the Waste Reduction and Recycling Plan and shall direct and cause its employees to not dispose of or discharge recyclables, compostables, waste, garbage, refuse or Hazardous Substances in any area in or outside the Stadium other than in areas specifically designated therefor. Contractor shall be responsible for expeditiously collecting, separating, recycling, bagging and delivering recyclables, compostables, trash and garbage generated within the Stadium Complex, and Contractor shall cause its employees to deposit such recyclables, compostables, trash and garbage in appropriate containers or equipment in the locations specified by Stadium Manager, whereupon Stadium Manager shall be responsible for the further delivery and ultimate disposal of such recyclables, compostables, trash and garbage. In addition, Contractor shall separate, compact and recycle the trash generated by Events on non- Event days. Contractor shall take all action necessary to: (i) ensure that all such recyclables, compostables, trash and garbage are placed in bags and/or the appropriate receptacles or other containers (which receptacles and containers shall be provided by Contractor) that are durable for transport and not easily susceptible to breakage or leakage, (ii) notify Stadium Manager when the centralized Stadium recyclable, compostable and garbage receptacles are full and need to be emptied, (iii) prevent recyclables, compostables and trash from piling up around the outside of the receptacles and from using the Stadium receptacles in lieu of transferring the recyclables, compostables and trash to the required locations as described herein and (iv) ensure that recyclables, compostables and trash do not spill out prior to or during transport. Contractor agrees to and is fully committed to participating in the separation and recycling of refuse in the Stadium and to minimize the amount of non-recyclable and non-compostable refuse to be removed from the Stadium. All recyclable, compostable, trash and garbage receptacles within the areas controlled by Contractor shall be provided by Contractor and shall be cleaned and sanitized by Contractor in accordance with the standards reasonably set from time to time by the Authority and/or Stadium Manager, to ensure a consistently high standard of sanitation meeting or exceeding the standards set by the Santa Clara County Public Health Department and/or the City. Contractor will comply with all federal, state and local recycling and composting requirements and such recycling and composting programs implemented from time to time by the Authority and/or Stadium Manager and all rules and regulations applicable to the Stadiums adherence to, and/or certification by, the Leadership in Energy and Environmental Design (LEED) Green Building Rating System. Contractor shall indemnify Stadium Manager and make Stadium Manager whole for any out of pocket costs incurred by Stadium Manager which are solely attributable to any negligence or intentional act or omission of Contractor or any of its employees with respect to the recycling or trash removal program, including the expense of returned or rejected recyclable, compostable and trash removals due to mixing or contaminating the trash flow in violation of Applicable Laws or specific directives provided to Contractor in writing as part of the Stadiums sustainability and recycling, composting or trash removal programs. Stadium Manager will determine the type, appearance and location of the recyclable, compostable and trash receptacles.

G. Contractor agrees not to use Hazardous Substances at the Stadium, except in accordance with Applicable Laws, and agrees to indemnify, defend, and hold the Indemnified Parties harmless for all Losses (as defined in Section 23.A below) arising out of its use, generation or storage of Hazardous Substances at the Stadium.

DocuSign Envelope ID: 1F675D40-B916-45F1-9DE0-7F20DCF4192F Contract No: 10155
7 H. Contractors acknowledges and agrees that Services performed under this Agreement shall not create any right of lien for Contractor at the Stadium, which is a publicly owned building.

Contractor hereby waives and releases any right of lien against Stadium Manager, StadCo, the Authority, the City, and the Stadium for the Services or any other work performed by Contractor at the Stadium during the Term of this Agreement.

I. If required by Applicable Laws, Contractor shall file a payment bond for one hundred percent of the total amount payable hereunder with and approved by Stadium Manager.

9. MONITORING OF SERVICES.

Stadium Manager may monitor the Services performed under this Agreement to determine whether Contractors operations conform to Stadium operating policies and directives and to the terms of this Agreement. Stadium Manager may also monitor the Services to be performed to determine whether the Services are being conducted in accordance with applicable Stadium Policies, National Football League requirements, and Applicable Laws.

10. CORRECTION OF SERVICES.

Contractor agrees to correct any incomplete, inaccurate, or defective Services at no cost to Stadium Manager, when such defects are due to the negligence, errors, or omissions of Contractor. If any action of Contractor constitutes a breach, Stadium Manager may terminate this Agreement pursuant to the provisions described herein.

11. RESPONSIBILITY OF CONTRACTOR.

A. Contractor shall be responsible for the professional quality, technical accuracy, and coordination of the Services furnished by it under this Agreement. Neither Stadium Managers review, acceptance, nor payments for any of the Services required under this Agreement shall be construed 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 and Contractor shall be and remain liable to Stadium Manager in accordance with Applicable Laws for all damages to Stadium Manager caused by Contractor failure to perform any of the Services furnished under this Agreement.

B. Any acceptance by Stadium Manager of plans, specifications, construction contract documents, reports, diagrams, maps, and other material prepared by Contractor shall not in any respect absolve Contractor from the responsibility Contractor has in accordance with customary standards of good professional practice in compliance with Applicable Laws.

C. Contractor shall comply and otherwise abide by, all emergency and security procedures and protocols of the Stadium Manager, the Authority, the City, the Team, the NFL and promoters of Events as the Stadium Manager or such other Persons shall adopt from time to time. Such procedures and protocols may include, without limitation, (i) employee pat- down and screening, (ii) presentment by Contractors employees of identification cards or badges issued by Stadium Manager, which may include reporting criteria such as bar codes, Mag Stripes, RFID or other identifier systems; (iii) restricting access to certain parts of the Stadium to specified employees of Contractor as reasonably approved by the Stadium Manager (with respect to security clearance standards); and/or (iv) conduct by Contractor, at its sole expense, of Team-specified minimum background and such other security screening checks on all of Contractor's employees as the Stadium Manager shall request from time to time, which checks may vary as to job function.

D. Personnel.
i. Contractor shall hire, employ, train, supervise and discipline any and all persons necessary to provide the Services in accordance with the terms of this Agreement DocuSign Envelope ID: 1F675D40-B916-45F1-9DE0-7F20DCF4192F Contract No: 10155
8 and shall use its best efforts to ensure that its employees continually practice the high standards of safety, courtesy and service customarily followed in the conduct of a first-class operation. Contractor shall use its best efforts to select qualified, competent and trustworthy employees. Any and all persons who furnish services under this Agreement, whether or not employed by Contractor prior to the Effective Date, are exclusively employees, subcontractors and/or non-affiliated third parties employed by Contractor and are not employees of the Authority, the City, StadCo or Stadium Manager. Such persons furnishing services under this Agreement shall be subject to appearance standards mutually acceptable to the parties hereto and as permitted by Applicable Laws, and shall wear, at all times while working at the Stadium, neat and clean uniforms provided by Contractor and approved by Stadium Manager. Such uniforms shall bear such lettering and insignia (including the name and logo of the Stadium, the Stadium naming rights sponsor, if required, and the location of the employee's assignment ( e.g., a Club or Suite area)) as Stadium Manager may require and shall be of a design reasonably satisfactory to Stadium Manager. Contractor shall cause its employees to conduct themselves in a professional and courteous manner, and not to unreasonably disturb or interfere with Events. Contractor shall at all times maintain accurate records of the names, addresses, employment history and other legal identification of those to whom Contractor issues employee badges, uniforms or other identifying items to ensure the proper identification and legal working status of Contractor's employees at the Stadium. Contractor shall conduct such background and other security screening checks on its employees as Stadium Manager shall reasonably request from time to time and shall not knowingly hire any person who has been previously terminated by the Authority, StadCo, Stadium Manager or any of their respective Affiliates or contractors. Upon Stadium Manager's request, and so long as any such action shall not be contrary to law, Contractor shall immediately remove from the Stadium any employee, agent, contractor or invitee of Contractor and permanently revoke such person's access credentials.
ii. Intentionally Left Blank.
iii. Contractor shall conduct regularly scheduled employee training programs appropriate to the Services provided, including any programs specifically requested by Stadium Manager, for all of its employees working in the Stadium (the Employee Training Programs). The Employee Training Programs will be mandatory for all employees, agents and any subcontractors of Contractor and, at a minimum, will include customer service, guest interaction, security procedures and specific job skills training, and will be conducted in such frequency as may be approved or directed by Stadium Manager. Contractor shall cause all Employee Training Programs to be periodically reviewed (no less frequently than annually) and updated to the extent necessary to maintain the standard of service requested by Stadium Manager. All employees of Contractor shall also be required to attend such policy and procedures training sessions as may be held by the Stadium Manager, as well as the Stadium orientation tour and training conducted by the Stadium Manager. Contractor shall not permit any employee, agent or subcontractor to work at an Event prior to his or her completion of the prescribed training sessions and Employee Training Programs.
iv. Contractor shall promptly notify Stadium Manager upon voluntary or involuntary termination of employment of its employees or contractors and ensure that each such terminated individual is denied further access to the Stadium. In no event shall the Authority, the City, StadCo or Stadium Manager be liable, and Contractor shall indemnify, protect, and hold the Authority, the City, StadCo and Stadium Manager harmless, for Contractor's record keeping (or lack of record keeping), including the legal identification and working status of Contractor's employees and DocuSign Envelope ID: 1F675D40-B916-45F1-9DE0-7F20DCF4192F Contract No: 10155
9 subcontractors, or for any other matters relating to Contractor's employees or subcontractors.

12. COMPENSATION AND PAYMENT.

A. In consideration for Contractors performance of the Services in accordance with the requirements of this Agreement, Stadium Manager shall pay Contractor for all materials provided and services rendered by Contractor in the amount(s) set forth in Exhibit B, entitled Contractor Compensation and Fees.
B. Contractor will invoice Stadium Manager for fees as set forth in Exhibit B, subject to verification by Stadium Manager. Except as otherwise expressly provided in Exhibit B, Stadium Manager will pay Contractor within thirty (30) days of Stadium Managers receipt of a valid invoice.

13. TERMINATION OF AGREEMENT.

A. In addition to any other rights or remedies Stadium Manager may have, Stadium Manager may terminate this Agreement by written notice to Contractor if: (i) Contractor fails to correct to the reasonable satisfaction of Stadium Manager any condition created or controlled by Contractor that, in Stadium Managers reasonable judgment, poses a hazardous condition to occupants of the Stadium Complex, any of the Related Facilities (e.g., offsite parking areas), or any portion thereof, within twenty-four (24) hours after receipt of written notice from Stadium Manager; (ii) Contractor fails to perform any material obligation under this Agreement and such failure continues unremedied for a period of ten (10) days after receipt of written notice from Manager of the particular failure to perform (or thirty (30) days in the case that a remedy has commenced but cannot reasonably be accomplished in ten days); (iii) Contractor is placed into bankruptcy either voluntarily or involuntarily (and such involuntary proceeding is not dismissed within sixty (60) days), becomes financially insolvent, takes the benefit of any present or future insolvency statute, makes a general assignment for the benefit of creditors, or consents to the appointment of a receiver, trustee, or liquidator of all or substantially all of its property; (iv) Contractor transfers or permits a transfer of this Agreement in violation of Section 14; (v) Contractor fails to obtain and/or maintain required licenses and permits under Section 8.D; or (vi) Contractor fails to work cooperatively and in good faith with the Authority, Stadium Manager, any of their respective Affiliates or any of subcontractors of any of the foregoing.

Contractor and Stadium Manager acknowledge and agree that termination of this Agreement by Stadium Manager pursuant to this Section shall be for cause. B. Upon the termination or expiration of this Agreement, (1) Contractor shall immediately surrender possession of the Related Facilities, if any (including any and all leasehold and other improvements therein), uniforms, equipment (and related manuals and software) to Stadium Manager, (2) Contractor shall immediately assign to Stadium Manager or its designee(s) all right, title and interest of Contractor in and to all items purchased by Contractor in connection with the Services (including uniforms and equipment), (3) Contractor shall make all payments required to be made by Contractor under this Agreement, (4) to the extent permitted by Applicable Laws, Contractor shall immediately surrender possession of and assign to Stadium Manager all permits and licenses acquired by Contractor in compliance with this Agreement and any Applicable Laws, and (5) all matters, rights and liabilities existing on the date of termination between the parties hereto shall be determined as of such termination date (except as described above), and discharged as promptly as possible thereafter, including any known claims for damages either party may have against the other for breach of the terms and conditions hereof. Any such surrender shall require delivery of possession in good condition, reasonable and ordinary wear and tear excepted and otherwise in compliance with the terms of this Agreement. Notwithstanding any termination or expiration of this Agreement, all liabilities and obligations of the parties will survive until they are fully satisfied.

DocuSign Envelope ID: 1F675D40-B916-45F1-9DE0-7F20DCF4192F Contract No: 10155
10 C. If the Stadium is destroyed or otherwise rendered unusable for more than thirty (30) days for any reason (a Casualty Event), Stadium Manager shall give Contractor a notice within ninety (90) days after the Casualty Event stating that whether the Authority intends to rebuild or restore the Stadium. If the notice states that the Authority will not rebuild or restore the Stadium, this Agreement shall be terminated. If the notice states that the Authority intends to rebuild or restore the Stadium, the Parties obligations hereunder shall be abated during that period. If such notice states that the Authority reasonably believes that it will take longer than two (2) years to restore or rebuild the Stadium or, if a shorter amount of time, such amount of time is longer than the remainder of the Term, either party shall have the option of terminating this Agreement by written notice to the other at any time within one hundred and eighty (180) days after Stadium Manager gives such notice, and such termination shall be effective one hundred twenty (120) days after the other partys receipt of such notice. Contractor shall not be entitled to any monetary or other damages or compensation from Stadium Manager in the event of a Casualty Event.

D. The Parties acknowledge and agree that in the event that any permit required to be obtained by Stadium Manager for the full performance of the Services is not obtained by within a reasonable amount of time following the Effective Date, Stadium Manager shall have the right in its sole discretion to terminate this Agreement upon written notice to Contractor. Upon such termination, the Parties shall mutually agree upon any remaining payment by or refund to Stadium Manager in good faith. In no event shall Stadium Manager be responsible for any labor or other costs for services not yet performed by Contractor at the time of the notice of termination

14. NO ASSIGNMENT OR SUBCONTRACTING OF AGREEMENT.

A. Stadium Manager and Contractor bind themselves and their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred by Contractor without the prior written approval of Stadium Manager. Contractor shall not hire subcontractors without express written permission from Stadium Manager.

B. Stadium Manager may sell, assign, pledge and otherwise transfer or encumber (each, a transfer) this Agreement and any or all of its rights and obligations hereunder to any other Person, including any source of or guarantor or insurer of financing or any trustee, collateral agent or other Person appointed in connection with such financing (each, a Manager Assignee), whether by security agreement, collateral assignment, transfer or otherwise; provided, that such transfer shall not relieve Stadium Manager of its obligations under this Agreement unless such Manager Assignee assumes in writing Stadium Managers obligations under this Agreement. Upon reasonable prior notice from Stadium Manager, Contractor shall make any payments due hereunder to such Manager Assignee and shall execute and deliver any documents that Stadium Manager or any Manager Assignee may reasonably request to acknowledge and confirm that upon any such transfer, this Agreement will remain in full force and effect, will continue to be a legal, valid and binding obligation of Contractor enforceable in accordance with its terms (subject to applicable bankruptcy or insolvency laws and general principles of equity), and that (to the extent accurate and correct) neither Contractor, nor to Contractors knowledge, Stadium Manager is in material breach or violation of this Agreement.

C. Contractor acknowledges and agrees that, in the event the Stadium Management Agreement is terminated for any reason, the Authority and StadCo shall, in accordance with the Stadium Lease, employ a replacement manager for the Stadium, who shall, following the effective date of such employment, constitute the Stadium Manager for all purposes under this Agreement, provided, however, that for any period of time before a replacement manager is appointed, this Agreement may be assigned to the Authority or StadCo as deemed appropriate in the Stadium Managers sole discretion.

DocuSign Envelope ID: 1F675D40-B916-45F1-9DE0-7F20DCF4192F Contract No: 10155
11 15. NO THIRD-PARTY BENEFICIARY.

This Agreement shall not be construed to be an agreement for the benefit of any third party or parties, except for the Authority, StadCo, and Team, and no other third party or parties shall have any claim or right of action under this Agreement for any cause whatsoever.

16. 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 Stadium Manager, the Authority or StadCo. Contractor has full rights, however, to manage its employees in their performance of Services under this Agreement. All liabilities that may arise as a result of Contractor's status as an employer shall be borne exclusively by Contractor, including liability relating to payments required to be made under, and documents to be filed with respect to, the Federal Insurance Contribution Act and the Federal Unemployment Tax Act or any similar federal, state, city or local legislation or other Applicable Laws. Contractor is not authorized to bind Stadium Manager, the Authority or StadCo to any contracts or other obligations.

17. NO PLEDGING OF STADIUM MANAGERS CREDIT.

Under no circumstances shall Contractor have the authority or power to pledge the credit of the Stadium Manager or any other of the Indemnified Parties or incur any obligation in the name of such Persons. Contractor shall save and hold harmless the Authority, StadCo, Stadium Manager, their respective Affiliates, and their respective officers, employees, boards and commissions for expenses arising out of any unauthorized pledges of credit by Contractor under this Agreement.

18. 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 Stadium Manager, 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 shall be deemed confidential.

Notwithstanding the above, the Contractor acknowledges that the Authority is a California public entity that is subject to the California Public Records Act. Information disclosed to Stadium Manager on behalf of the Authority regarding the Contractor's Services in connection with the performance of this Agreement may be subject to public disclosure in accordance with the Public Records Act, including this Agreement and its terms.

19. NO USE OF STADIUM MANAGER NAME OR EMBLEM.

Contractor shall have no right to use the trademarks, symbols, trade names or other intellectual property of the Authority, Stadium Manager, Levis Stadium®, the San Francisco 49ers, or their respective Affiliates, or Stadium tenants or their Affiliates or other Event performers directly or indirectly, in connection with any production, promotion, service or publication, without the written approval of Stadium Manager.

20. OWNERSHIP OF MATERIAL.

All material, including information developed on computer(s), which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports, and other material developed, collected, prepared, or caused to be prepared under this Agreement shall be the property of Stadium Manager, but Contractor may retain and use copies thereof. Stadium Manager shall not be limited in any way or at any time in its use of said material. However, Contractor shall not be responsible DocuSign Envelope ID: 1F675D40-B916-45F1-9DE0-7F20DCF4192F Contract No: 10155
12 for damages resulting from the use of said material for work other than the Services, including, but not limited to, the release of this material to third parties.

21. RIGHT OF STADIUM MANAGER TO INSPECT RECORDS OF CONTRACTOR.

Stadium Manager, through its authorized employees, representatives, or agents shall have the right during the term of this Agreement and for three (3) years from the date of final payment for Services, 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 Stadium Manager. Any expenses not so recorded shall be disallowed by Stadium Manager.

Contractor shall submit to Stadium Manager any and all reports concerning its performance under this Agreement that may be requested by Stadium Manager in writing. Contractor agrees to assist Stadium Manager in meeting Stadium Managers reporting requirements with respect to Contractors Services hereunder.

22. FAIR EMPLOYMENT.

Contractor shall not discriminate against any employee or applicant for employment because of race, color, creed, national origin, gender, sexual orientation, age, disability, religion, ethnic background, or marital status, in violation of Applicable Law.

23. HOLD HARMLESS/INDEMNIFICATION.

A. Contractor shall indemnify, defend and hold harmless the Authority, Stadium Manager and the Additional Indemnitees, and their respective officers, directors, managers, members, partners, owners and employees (collectively, Indemnified Parties) from and against all losses, costs, suits, actions, claims, damages, amounts paid in settlement, liabilities, costs and expenses, including reasonable attorneys fees (collectively, Losses), resulting to, imposed upon, asserted against or incurred by any of them (including in any action between the parties) in connection with or arising out of (i) any breach by Contractor under this Agreement, (ii) any activity, inactivity, work or thing done or permitted by Contractor or its employees, agents or contractors in or upon the Stadium or Related Areas, including the performance of the Services, or (iii) any injury or damage to any Person or to the property of any Person caused by any action or omission of Contractor or its employees, agents or contractors.

B. If any claim, demand, action or proceeding is made or commenced by any third party (a Third Party Claims ) against any Indemnified Party, the Indemnified Party shall give Contractor prompt notice thereof; the failure to give such notice shall not affect the liability of Contractor under this Agreement except to the extent the failure materially and adversely affects the ability of Contractor to defend the Third Party Claim. Contractor shall have the right to assume the defense and resolution of the Third Party Claim, provided that (i) the Indemnified Party shall have the right to participate in the defense of the Third Party Claim at its own expense through counsel of its choice (control of the defense will remain with Contractor), (ii) Contractor shall not consent to the entry of any judgment or enter into any settlement that would require any act or forbearance on the part of the Indemnified Party or which does not unconditionally release the Indemnified Party from all liability in respect of the Third Party Claim or would otherwise bring dishonor or disrepute upon Authority, Stadium Manager, any of their respective Affiliates, without the prior written consent of the Indemnified Party, and (iii) the Indemnified Party may undertake the defense of the Third Party Claim, at Contractors expense, if Contractor fails to (A) assume the defense within ten (10) business days after notice from the Indemnified Party or (B) diligently prosecute the defense.

DocuSign Envelope ID: 1F675D40-B916-45F1-9DE0-7F20DCF4192F Contract No: 10155
13 24. INSURANCE REQUIREMENTS.

During the term of this Agreement, and for any longer time period set forth in Exhibit C entitled Insurance Requirements and attached hereto and incorporated herein by this reference, Contractor shall purchase and maintain in full force and effect, at no cost to Stadium Manager insurance policies with respect to employees and vehicles assigned to the performance of Services under this Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as required in Exhibit C.

25. AMENDMENTS.

This Agreement may be amended only with the written consent of both Parties.

26. INTEGRATED DOCUMENT.

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

27. 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.

28. WAIVER
Contractor agrees that waiver by Stadium Manager 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

29. NOTICES.

All notices to the Parties shall, unless otherwise requested in writing, be sent to Stadium Manager addressed as follows:

Attention: Francine Hughes, EVP & General Manager, Levis Stadium Address: Forty Niners Stadium Management Company LLC
4900 Marie DeBartolo Way
Santa Clara, CA 95054

With a copy to: Legal Affairs
Forty Niners Stadium Management Company LLC
4949 Marie P. DeBartolo Way
Santa Clara, CA 95054

And to Contractor as follows:

Attention: Cheylynn Caputo, Commercial Account Manager Brock Peck, Director of Business Development
Address: Advanced Integrated Pest Management
1605 Remuda Lane
San Jose, Ca 95131

DocuSign Envelope ID: 1F675D40-B916-45F1-9DE0-7F20DCF4192F Contract No: 10155
14 If notice is sent via email, a signed, hard copy of the material shall also be mailed. The workday the email was sent shall control the date notice was deemed given if there is a computer-generated confirmation of receipt returned to the sender on the date of transmission. An email transmitted after 1:00 p.m. on a Friday shall be deemed to have been transmitted on the following Monday.

30. CAPTIONS.

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

31. LAW GOVERNING CONTRACT AND VENUE.

This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by 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.

32. DISPUTE RESOLUTION.

A. Unless otherwise mutually agreed to by the Parties, any controversies between Contractor and Stadium Manager regarding the construction or application of this Agreement, and claims arising out of this Agreement or its breach, shall be submitted to mediation within thirty (30) days of the written request of one Party after the service of that request on the other Party.

B. The Parties may agree on one mediator. If they cannot agree on one mediator, the Party demanding mediation shall request the Superior Court of Santa Clara County to appoint a mediator. The mediation meeting shall not exceed one day (eight (8) hours) provided the Parties may mutually agree to extend the time allowed for mediation under this Agreement.

C. The costs of mediation shall be borne by the Parties equally.

D. For any contract dispute, mediation under this section is a condition precedent to filing an action in any court. In the event of mediation which arises out of any dispute related to this Agreement, the Parties shall each pay their respective attorneys fees, expert witness costs, and cost of suit through mediation only. In the event of litigation, the prevailing Party shall recover its reasonable costs of suit, experts fees, and attorneys fees. If mediation does not resolve the dispute, the Parties agree that the matter shall be litigated in a court of law, and not subject to the arbitration provisions of the Public Contract Code.

33. COMPLIANCE WITH ETHICAL STANDARDS.

By executing this Agreement, Contractor promises and agrees that it and all of its members, officers, employees, agents, subcontractors and authorized representatives will comply with the Ethical Standards for Contractors Seeking to Enter into an Agreement with Stadium Manager attached hereto as Exhibit D and incorporated herein by this reference.

34. CONFLICT OF INTERESTS.

This Agreement does not prevent either Party from entering into similar agreements with other parties. To prevent a conflict of interest, Contractor certifies that to the best of its knowledge, no Stadium Manager, StadCo, Team, Authority, or City officer, employee, or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code DocuSign Envelope ID: 1F675D40-B916-45F1-9DE0-7F20DCF4192F Contract No: 10155
15 Section 87100 and following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise Stadium Manager if a conflict arises.

[Signatures continued on next page]
DocuSign Envelope ID: 1F675D40-B916-45F1-9DE0-7F20DCF4192F

16 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly appointed representatives as of the Effective Date.

STADIUM MANAGER:

FORTY NINERS STADIUM MANAGEMENT COMPANY LLC

By:_________________________________

Name: Peter Wilhelm

Title: Chief Financial Officer

CONTRACTOR:

ADVANCED INTEGRATED PEST MANAGEMENT

By:_________________________________

Name: Cheylynn Caputo

Title: Commercial Account Manager

DocuSign Envelope ID: 1 F675D40 -B916-45F1-9DE0 -7F20DCF4192F G
DocuSigned by:
6:fC>sS- ·
9DD87D1 CEC5C46 E ...

Contract No: 10155
17 EXHIBIT A

SCOPE OF SERVICES
Contractor shall provide the following services at the Stadium during the Term, as directed by Stadium Manager:

1. Contractor shall provide pest control services, a minimum of twice weekly, in and around the Stadium, including, but not limited to, the following areas:
a. Kitchens
b. Concessions Areas and Club
c. Food Prep and Storage Areas
d. Grounds Keeping Area
e. Safety and Security Team Office
f. Guest Services, Operations Offices
g. Restrooms
h. Bars
i. Ticketing Office
j. Production Command Cener
k. Studios
l. Warehouse Areas
m. Service Corridors
n. Broadcasting Areas
o. Pantries
p. Dock Area
q. Storage Rooms
r. Suites
s. Retail and Retail Storage
t. Pump Rooms
u. Employee Breakrooms
v. Trash Chutes, Trash Rooms
DocuSign Envelope ID: 1F675D40-B916-45F1-9DE0-7F20DCF4192F Contract No: 10155
18 w. Data Center, Network Operations Center
x. Parking
y. Conference, Private Rooms
z. Offices
aa. All Locker Rooms
bb. Coaches Areas
cc. Mothers Rooms, Family Rooms, and Nurseries

2. Contractor shall perform visual inspections and evaluations in and around the Stadium as necessary.

3. The following pests shall be included in the services performed by Contractor:
a. Structural Invading Insects that crawl and fly such as ants, beetles, fleas, flies, wasps, gnats, maggots, moths, ticks, roaches, silverfish, spiders, earwigs, weevils, crickets, bees, yellow jackets, hornets, etc.
b. Termites and Wood Destroying Beetles
c. Rodents (mice, rats, ground squirrels, gophers, etc.) d. Birds
e. Bed Bugs
f. Feral Cats

4. Contractor shall perform any dead animal removal at the Stadium, as requested.

5. Contractor shall provide any and all bait stations for use as required for the Services at the Stadium.

All bait boxes shall be maintained in accordance with State and local regulations, with an emphasis on the safety of non-target organisms. The Contractor shall adhere to the following points:
a. All bait stations shall be placed out of the general view, in locations where they will not be disturbed by routine operations.
b. The lids of all bait stations shall be securely locked or fastened shut. c. All bait stations shall be labeled on the outside with the Contractors business name and address, and dated by the Contractors technician at the time of installation. d. Bait stations shall include labeling active ingredients and % of that active ingredient, EPA registration numbers, emergency contact phone numbers of contractors, common name of pesticide (rodenticide) and signal word on pesticide label, (i.e. Warning, Caution, Danger)

6. As part of the Services performed in the initial month of the Term, Contractor shall provide Stadium Manager written documentation indicating the placement of numbered rodent control equipment.

Contractor shall also perform a thorough initial treatment of the entirety of the Stadium and exterior/perimeter to ensure effectiveness of service.

DocuSign Envelope ID: 1F675D40-B916-45F1-9DE0-7F20DCF4192F Contract No: 10155
19 7. Contractor shall inform Stadium Manager of any and all types of services to be performed by Contractor at the Stadium and shall receive approval of such services prior to commencement. All services shall be LEED compliant and follow all recommended protocols.

8. Any follow-up or special procedures necessary in-between scheduled service visits shall be performed at no cost to the Stadium Manager.

9. In the event that the Stadium or a portion thereof is determined to have a serious pest problem and special treatment not within the regular scope of the job is necessary, the Contractor shall immediately notify Stadium Manager of the pest problem, the solution of the type of service to be done, and obtain the Stadium Managers approval prior to treatment of the area.

10. Any emergency or special pest control services required by Stadium Manager shall be performed at no cost to the Stadium Manager.

11. All materials used in pest control work shall conform to Applicable Laws. The amount of pesticides applied at the Stadium shall be minimized through utilization of organic, biologic, or targeted application with approved low-toxicity products, while optimizing pesticide efficiency. All equipment utilized by Contractor shall be checked by Contractor weekly.

12. Rodenticides shall be only be used with all precautions to prevent the possibility of accidents to humans, domestic animals, and pets. Rodent control shall consist of permanent bait stations and catch-alls to be placed as needed. All equipment shall be numbered and checked weekly by Contractor.
a. The equipment utilized by Contractor shall be in compliance with LEED standards, Federal and California Environment Protection Agency (EPA) & State Agriculture Commissioners Office.
b. Rodent bait stations must be listed as "tamper resistant" In non-rural urban environments alternates to, must be between First (FGAR) and Second (SGAR) Generation Anticoagulant Rodentcides for the control of structural invading rodents. Pest control may also use non-anticoagulant baits in such environments.
c. Prior to the installation of any rodent bait station a thorough inspection must be performed to reduce any potential hazard to non-target wildlife. Once installed these stations are shall be regularly inspected to ensure that they are in proper working order and that the bait is properly secured within each station.

13. Contractor shall utilize fly lights in and around the Stadium to reduce the fly population within the Stadium.

14. Contractor shall generate a monthly report within five (5) business days of the end of each calendar month for Stadium Manager detailing the following information for the services performed during the previous calendar month: date and time of services rendered; type of services performed including the chemicals utilized; any problem areas at the Stadium identified by Contractor along with the completed or proposed remedy. Any pest activitiy at the Stadium shall trigger an interim report detailing the activity to be provided to Stadium Manager as soon as reasonably possibly following detection by Contrator.

15. Such additional services as reasonably requested by Stadium Manager in connection with pest control services at the Stadium.

The Parties shall mutually agree upon the time and date for Contractor or a subcontractor of Contractor to perform and complete the Services at the Stadium during the Term.

DocuSign Envelope ID: 1F675D40-B916-45F1-9DE0-7F20DCF4192F Contract No: 10155
20 EXHIBIT B

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

Service Location:

Levis Stadium 4900 Marie P. DeBartolo Way, Santa Clara, CA 95054 Program:

Advanced Care LEED Certified Maintenance Program
Service Pricing from April 1, 2023 through March 31, 2026:

Monthly Service Fee: $6,820.00
Equipment Fees:

ILT Fly light purchase and installation (one time charge): $2,500 Equipment:

Stadium Manager shall own all Fly Light equipment. In the event additional equipment is required and approved the following charges shall apply:

1. Interior non-toxic devices (Tin Cats) at $16.00 each

2. Anchored, tamper-resistant bait station (with lock) at $22.00 each Any and all additional costs, including taxes, shipping, handling, and any subcontractor costs, shall be at Contractors sole expense and Contractor shall have no right to invoice Stadium Manager or any third-party for any additional costs incurred by Contractor in the performance of the Services under this Agreement.

Total Not to Exceed Amount:

Year One: 4/1/2023 through 3/31/2024 - $85,000
Year Two: 4/1/24 through 3/31/2025 - $82,500
Year Three: 4/1/25 through 3/31/2026 - $82,500
DocuSign Envelope ID: 1F675D40-B916-45F1-9DE0-7F20DCF4192F Contract No: 10155
21 EXHIBIT C

INSURANCE REQUIREMENTS
At all times during the term hereof, Contractor shall keep and maintain in full force and effect the following types of insurance coverage and/or bonds:

1. Commercial general liability insurance, including property damage, against liability for personal injury, bodily injury, death and damage to property occurring in or about the property in the amount of Two Million Dollars ($2,000,000) per occurrence and Four Million Dollars ($4,000,000) in the aggregate.

2. Automobile liability in the amount of One Million Dollars ($1,000,000) with respect to owned, hired and non-owned vehicles.

3. Workers compensation insurance, as required by applicable law. Contractor is directed to review and execute the Contractors Certification Regarding Workers Compensation attached hereto as Exhibit F and incorporated herein by this reference prior to Agreement execution.

4. Employers liability in the amount of One Million Dollars ($1,000,000) each accident, One Million Dollars ($1,000,000) each employee, by disease, and One Million Dollars ($1,000,000) policy aggregate by disease.

5. Liability insurance covering claims arising out of errors and omissions by vendors rendering professional services, in the amount of One Million Dollars ($1,000,000) each occurrence including contractual liability coverage, with all coverage retroactive to the earlier of the date of agreement or commencement of Contractors services.

6. Umbrella or excess liability insurance in the amount of Two Million Dollars ($2,000,000) providing excess coverage over general liability, auto liability, and employers liability specified above.

The above stated limits may be achieved by a combination of primary and excess/umbrella coverage. Any deductible or self-insured retention amounts are the sole responsibility of the Contractor. Contractor is responsible for insuring any equipment brought to Stadium. Stadium Manager shall have no liability for such equipment.

All insurance policies and bonds required to be maintained by Contractor shall be issued by insurers or sureties (as the case may be) reasonably satisfactory to client, authorized to do business in the state of California and having an AM Best rating and financial size category of A-/VII or better. All policies of the vendor shall be (i) primary and non-contributing with respect to any policies carried by client; (ii) with respect to liability insurance only, a provision including Stadium Manager, Santa Clara Stadium Authority, Forty Niners SC Stadium Company LLC and Forty Niners Football Company LLC as Additional Insured; (iii) a waiver by the insurer of any right to subrogate against Stadium Manager (iv) a severability of interest or endorsement; (v) a provision that the insurer will not cancel or change the coverage provided by such without giving the Stadium Manager thirty (30) days' prior written notice; and (vi) general liability be an "occurrence form" policy. Any policy of insurance required to be carried by Contractor that names Stadium Manager as Additional Insured shall not be subject to a deductible or self-insured retention, it being the intent of the parties that such insurance shall fully and completely insure such additional insured entities for all loss or expense; if any such policy has a deductible or self-insured retention clause applicable to these operations, Contractor shall provide evidence that insurance carrier shall pay without regard to such deductible or self-insured retention.

DocuSign Envelope ID: 1F675D40-B916-45F1-9DE0-7F20DCF4192F

Contract No: 10155
22 EXHIBIT D

ETHICAL STANDARDS FOR CONTRACTORS SEEKING TO ENTER INTO AN AGREEMENT WITH

STADIUM MANAGER
Termination of Agreement for Certain Acts.

A. Stadium Manager may, at its sole discretion, terminate this Agreement in the event any one or more of the following occurs:

1. If a Contractor 1 does any of the following:
a. Is convicted 2 of operating a business in violation of any Applicable Law; b. Is convicted of a crime punishable as a felony involving dishonesty 3; c. Is convicted of an offense involving dishonesty or is convicted of fraud or a criminal offense in connection with: (1) obtaining; (2) attempting to obtain; or, (3) performing a public contract or subcontract;
d. Is convicted of any offense which indicates a lack of business integrity or business honesty which seriously and directly affects the present responsibility of a Stadium Manager contractor or subcontractor; and/or,
e. Made (or makes) any false statement(s) or representation(s) with respect to this Agreement.

2. If fraudulent, criminal or other seriously improper conduct of any officer, director, shareholder, partner, employee or other individual associated with Contractor can be imputed to Contractor when the conduct occurred in connection with the individuals performance of duties for or on behalf of Contractor, with Contractors knowledge, approval or acquiescence, Contractors acceptance of the benefits derived from the conduct shall be evidence of such knowledge, approval or acquiescence.

1 For purposes of this Agreement, the word Consultant (whether a person or a legal entity) also refers to Contractor and means any of the following: an owner or co-owner of a sole proprietorship; a person who controls or who has the power to control a business entity; a general partner of a partnership; a principal in a joint venture; or a primary corporate stockholder [i.e., a person who owns more than ten percent (10%) of the outstanding stock of a corporation] and who is active in the day to day operations of that corporation.

2 For purposes of this Agreement, the words convicted or conviction mean a judgment or conviction of a criminal offense by any court of competent jurisdiction, whether entered upon a verdict or a plea, and includes a conviction entered upon a plea of nolo contendere within the past five (5) years.

3 As used herein, dishonesty includes, but is not limited to, embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, failure to pay tax obligations, receiving stolen property, collusion or conspiracy.

DocuSign Envelope ID: 1F675D40-B916-45F1-9DE0-7F20DCF4192F

Contract No: 10155
23 B. Stadium Manager may also terminate this Agreement in the event any one or more of the following occurs:

1. Stadium Manager determines that Contractor no longer has the financial capability 4 or business experience5 to perform the terms of, or operate under, this Agreement; or

2. If Stadium Manager determines that Contractor fails to submit information, or submits false information, which is required to perform or be awarded a contract with Stadium Manager, including, but not limited to, Contractors failure to maintain a required State-issued license, failure to obtain a Stadium Manager business license (if applicable), or failure to purchase and maintain bonds and/or insurance policies required under this Agreement.

C. In the event a prospective Contractor (or bidder) is ruled ineligible (debarred) to participate in a contract award process or a contract is terminated pursuant to these provisions, Contractor may appeal the action to the Authority by filing a written request with the Authority Secretary within ten (10) days of the notice given by Stadium Manager to have the matter heard. The matter will be heard within thirty (30) days of the filing of the appeal request with the Authority Secretary.

Contractor will have the burden of proof on the appeal. Contractor shall have the opportunity to present evidence, both oral and documentary, and argument.

4 Contractor becomes insolvent, transfers assets in fraud of creditors, makes an assignment for the benefit of creditors, files a petition under any section or chapter of the federal Bankruptcy Code (11 U.S.C.), as amended, or under any similar law or statute of the United States or any state thereof, is adjudged bankrupt or insolvent in proceedings under such laws, or a receiver or trustee is appointed for all or substantially all of the assets of Contractor.

5 Loss of personnel deemed essential by Stadium Manager for the successful performance of the obligations of Contractor to Stadium Manager.

DocuSign Envelope ID: 1F675D40-B916-45F1-9DE0-7F20DCF4192F Amendment No. 1
Contract Number 10155

Page 1 of 3 ends

AMENDMENT NO. 1

TO THE GENERAL SERVICES AGREEMENT
CONTRACT NUMBER 10155

BY AND BETWEEN

FORTY NINERS STADIUM MANAGEMENT COMPANY LLC
AND

ADVANCED INTEGRATED PEST MANAGEMENT

1. Parties and Date.

This Amendment No. 1 to the General Serv ices Agreement (“Amendment No. 1”) by and between the Forty Niners Stadium Manageme nt Company LLC (“Stadium Manager”) and Advanced Integrated Pest Management, a Califo rnia corporation with its principal place of business at 1110 Melody Lane, Roseville, CA 95678 (“Contractor”) shall be effective on April 1, 2026 (“Effective Date”). Stadium Manager and Contractor are sometimes individually referred to as “Party” and collectively as “Parties.”

2. Recitals.

2.1 Contractor. The Stadium Manager and Cont ractor entered into an agreement titled “Levi’s Stadium General Services Agreement By And Between Forty Niners Stadium Management Company LLC And Advanced Integr ated Pest Management”, dated April 1, 2023 (“Agreement”), for the purpose of Stadium Manage r securing services as described in Exhibit A (the “Services”) from Contractor during th e period of April 1, 2023 through March 31, 2026 (“Term”).

2.2 Amendment Purpose. The Stadium Manager and Contractor desire to amend the Agreement to extend the Term in which Contractor shall provide Services, and to increase the not- to-exceed amount under the Agreement.

2.3 Amendment Authority. This Amendment N o. 1 is authorized pursuant to Section 25 of the Agreement.

3. Terms

3.1 Amendment. The Term of the Agreement is hereby extended for one (1) additional year which shall expire on March 31, 2027.

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

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

Amendment No. 1
Contract Number 10155

Page 2 of 3 ends

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

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

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

FORTY NINERS STADIUM

MANAGEMENT COMPANY LLC

Approved By:

Francine Hughes
EVP and General Manager

Date

ADVANCED INTEGRATED PEST

MANAGEMENT

Lance Fedoration
Commercial Account Manager

Date

Amendment No. 1
Contract Number 10155

Page 3 of 3 ends

EXHIBIT B-1

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

Service Location:

Levi’s Stadium – 4900 Marie P. DeBartolo Way, Santa Clara, CA 95054

Program:

Advanced Care LEED Certified Maintenance Program

Service Pricing from April 1, 2023 through March 31, 2027:

Monthly Service Fee: $6,820.00

Equipment Fees:

ILT Fly light purchase and installation (one time charge): $2,500

Equipment:

Stadium Manager shall own all Fly Light equipment. In the event additional equipment is required and approved the following charges shall apply:

1. Interior non-toxic devices (Tin Cats) at $16.00 each

2. Anchored, tamper-resistant bait station (with lock) at $22.00 each Any and all additional costs, including taxes, shippi ng, handling, and any subcontractor costs, shall be at Contractor’s sole expense and Contractor shall have no right to invoice Stadium Manager or any third-party for any additional costs incurred by Contractor in the performance of the Services under this Agreement.

Total Not to Exceed Amount:

Year One: 4/1/2023 through 3/31/2024 - $85,000
Year Two: 4/1/24 through 3/31/2025 - $82,500
Year Three: 4/1/25 through 3/31/2026 - $82,500
Year Four: 4/1/26 through 3/31/2027 - $82,500

Date: March 19, 2026

To: Executive Director
Santa Clara Stadium Authorit
y

From: Procurement Department
Fort
y Niners Stadium Management Company LLC

Subject: Recommendation for Approval - Advanced Integrated Pest Mana
gement (Advanced IPM) Contract Amendment

Recommendation:

1. Approve and authorize the Stadium Manager to execute an Amendment No. 1 to the Agreement with Advanced IPM (Agreement) for pest control services at Levi’s Stadium to increase the maximum compensation by $82,500 to cover services from April 1, 2026 to March 31, 2027.

2. Authorize the Executive Director to approve future amendments to the Agreement to: (a) exercise the final one-year option for the fifth contract year and increase the not-to- exceed amount by $86,625 to cover services from April 1, 2027 to March 31, 2028 and increase the compensation and fee schedule to reflect rate increases not to exceed 5% over the prior year upon providing reasonable justification of rate increases, and (b) increase the not-to-exceed amount by up to an additional $25,000 as contingency for unanticipated services, which may be utilized during the fourth or fifth contract years, all subject to the same basic terms and conditions and budget appropriations.

3. Authorize the Executive Director to approve future amendment to the Agreement, under the same basic terms and conditions, for a period not to exceed six months beyond the fifth contract year through September 30, 2028 and increase the not-to-exceed amount by $45,478 to cover up to six months of services and increase the compensation and fee schedule to reflect rate increases not to exceed 5% over the prior year upon providing reasonable justification of rate increases, provided the Stadium Manager is engaged in an active competitive solicitation process and subject to budget appropriations. This extension is intended to support the transition to a recommended contractor and maintain continuity of business.

4. The total not-to-exceed maximum compensation for the Agreement, inclusive of all contract years, the six-month extension period, and contingency, shall not exceed $489,603.

STADIUM

FORTY NINERS STADIUM MANAGEMENT COMPANY
Background:

On March 7, 2023, the SCSA Board approved Stadium Manager’s request to establish a three- year agreement with Advanced IPM to provide pest control services with an option to renew for two one-year periods. The initial term of the Agreement was from April 1, 2023 through March 31, 2026, with an aggregate not-to-exceed amount of $250,000 over the three-year period.

Throughout the initial term, the actual aggregate annual expenditure for these services was approximately $241,800, remaining within the authorized limit. Total expenditures allocated to the SCSA were approximately $59,000 over the three-year period, after deducting charge backs to the food and beverage concessionaire.

Stadium Manager has a continued need for comprehensive pest control services to support the day-to-day operations and maintenance of Levi’s Stadium. These services ensure the facility remains in optimal condition for daily staff activities and events. By exercising the first of two one-year extension options, Stadium Manager will have continuity with Advanced IPM, maintaining the cleanliness and pest management required for Levi’s Stadium.

To ensure the Stadium remains fully operational, Stadium Manager requires flexibility to manage vendor transitions effectively. In the event that a new provider is selected through a competitive solicitation process at the end of the fifth contract year, an extension of up to six months may be required. This transitional period allows for the seamless handover of specialized pest management and the mobilization of a new contractor without a lapse in essential services.

Fiscal Impact:

The cost for this service is covered in the proposed FY26/27 SCSA Budget, Engineering Department, as a shared expense. Stadium Authority is responsible for 50% of the Shared Expenses portion of the Agreement cost.

Year 5 and the as-needed 6-month extension each include a maximum 5% increase year over year in the compensation and fee schedule. This percentage is based on the potential rate increases exceeding the prior year fees given the overall lack of market certainty due to current economic and political factors.

The six-month extension period amount of $45,478 is included to provide coverage during an active competitive solicitation process if necessary. This is calculated based on the Optional Year 5 NTE with an additional 5% increase. This brings the total not-to-exceed maximum compensation to $489,603, inclusive of all contract years, the six-month extension period, and contingency.

Description Combine NTE
Initial Three-Year Term (4/1/23-3/31/26) $250,000
Optional Year 4 (4/1/26-3/31/27) $82,500
Optional Year 5 (4/1/27-3/31/28) $86,625
Contingency (Any Contract Term) $25,000
6-Month As-Needed Extension Period (4/1/28-9/30/28) $45,478 Total Not-to-Exceed Maximum Compensation $489,603

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-233 Agenda Date: 3/24/2026

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on an Amendment No. 1 to the Agreement with Gachina Landscape Management, Inc. for Landscaping Services at Levi’s Stadium to Extend the Term by One Year, Update the Compensation and Fee Schedule, and Add a Termination for Convenience Clause

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….” Landscaping at Levi’s Stadium plays an important role in maintaining the facility’s overall appearance, safety, and functionality. As a high-profile multi-purpose venue that hosts professional sporting events, concerts, and large public gatherings, the Stadium’s exterior grounds and landscaped areas contribute significantly to the visitor experience and perception.

On April 18, 2023, the Stadium Authority approved the Stadium Manager’s request to enter into a three-year agreement with Gachina Landscape Management, Inc. (Gachina) for landscaping services at Levi’s Stadium for the period of April 19, 2023 through March 31, 2026, in an amount not-to- exceed $210,000 (Attachment 1). Through the same action, the Stadium Authority Board also authorized the Executive Director to approve the Stadium Manager’s exercise of the options to extend the agreement with the same basic terms and conditions for two additional one-year periods, subject to budget appropriations.

The Stadium Manager is in the process of finalizing a competitive solicitation process to select a provider for the next contract term and anticipates requiring additional time beyond March 31, 2026 to enter into a new agreement and effectively transition services. To ensure continuity of services and sufficient time for the transition, the Stadium Manager is requesting approval to execute the first amendment with Gachina (Attachment 2) to extend the term of the agreement from April 1, 2026 to March 31, 2027; increase the total not-to-exceed compensation by $40,000 for the fourth contract year, for a total not to exceed agreement amount of $250,000; and amend the agreement to include a termination for convenience clause, which allows the Stadium Manager to terminate the agreement with thirty (30) calendar days’ advance notice to the contractor. The draft Amendment No. 1 will also update the compensation and fee schedule.

A Recommendation Memo was submitted describing the Stadium Manager’s request in more detail (Attachment 3).

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26-233 Agenda Date: 3/24/2026

DISCUSSION
The Stadium Authority Board’s April 18, 2023 action related to the original Agreement with Gachina provided delegated authority to the Executive Director to approve the Stadium Manager’s exercise of the options to extend the agreement with the same basic terms and conditions for two additional one- year periods, subject to budget appropriations. However, as the Stadium Manager’s requested amendment will also include a termination for convenience clause under Section 13(A) (Termination of Agreement) and an updated compensation and fee schedule (Exhibit B-1 (Contractor Compensation and Fees). Therefore, the Stadium Manager and staff are providing the draft Amendment No. 1 for Board approval.

As noted above, the Stadium Manager is in the process of finalizing a formal competitive process for landscaping services, and expects to submit a recommendation for award for Stadium Authority Board approval in late March/early April 2026. The submission will require staff review and preparation of the corresponding agenda report. Based on the timeline communicated by the Stadium Manager, staff anticipates placing the new agreement on the May 5 or 19 agenda for Board approval. As such, the requested amendment provides operational flexibility to terminate the current agreement upon execution of a new agreement and transition of services to a new contractor resulting from the competitive process.

The Stadium Manager originally requested a month-to-month extension to maintain continuity through the solicitation process. However, Gachina would not accept a month-to-month extension but was amenable to adding a termination for convenience clause.

Under the current agreement, Section 13(A)(v-i) allows the Stadium Manager to terminate the agreement “for cause”. A proposed amendment to Section 13(A)(vi) includes the following language, providing the Stadium Manager the ability to terminate for convenience:
“Stadium Manager shall also have the right to terminate this Agreement for convenience by providing Contractor with thirty (30) calendar days’ prior written notice.” The termination for convenience clause addresses the continuity of services until a new agreement is approved and transition period to onboard a new landscaping service provider.

Based on the review of the Stadium Manager’s request and draft Amendment No. 1, staff recommends approval of the Stadium Manager’s request to execute an Amendment No. 1 to the Agreement with Gachina to ensure continuity of landscaping services at Levi’s Stadium until a new vendor is onboarded.

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’ City of Santa Clara Printed on 3/20/2026Page 2 of 3
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26-233 Agenda Date: 3/24/2026
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 maintenance of existing landscaping of existing public or private facilities involving negligible or no expansion of use beyond that existing at the time of the lead agencies determination.

FISCAL IMPACT
The requested Amendment No. 1 would increase the total not-to-exceed amount of the agreement by $40,000, from $210,000 to $250,000 over the four-year term.

There are sufficient funds in the FY 2026/27 Shared Stadium Expenses Groundskeeping line item to cover the Stadium Authority’s thirty percent (30%) share of the agreement cost for the fourth contract year (up to $12,000).

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

RECOMMENDATION
Approve the Stadium Manager’s request to execute an Amendment No. 1 to the Agreement with Gachina Landscaping Management, Inc. to extend the term through March 31, 2027, in an amount not-to-exceed $40,000 for the fourth contract year and not-to-exceed $250,000 over the four-year term, subject to budget appropriations, update the compensation and fee schedule with Exhibit B-1, and add a termination for convenience clause.

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

ATTACHMENTS

1. Agreement with Gachina Landscape Management, Inc.

2. Draft Amendment No. 1 with Gachina Landscape Management, Inc.

3. Stadium Manager’s Recommendation Memo
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Contract No: 10167
1 LEVIS STADIUM GENERAL SERVICES AGREEMENT

BY AND BETWEEN

STADIUM MANAGER
AND
GACHINA LANDSCAPE MANAGEMENT, INC.

This Agreement for the Performance of Services (Agreement) is made and entered into on April 19, 2023 (Effective Date) by and between GACHINA LANDSCAPE MANAGEMENT, INC., a California corporation with its principal place of business at 1130 OBrien Drive, Menlo Park, CA 94025 (Contractor), and the FORTY NINERS STADIUM MANAGEMENT COMPANY LLC, a Delaware limited liability company (Stadium Manager), with its principal place of business at 4900 Marie P. DeBartolo Way, Santa Clara, CA 95054. Stadium Manager and Contractor may be referred to individually as a Party or collectively as the Parties or the Parties to this Agreement.

E. Pursuant to the Stadium Management Agreement, the Stadium Manager is required to maintain and operate the Stadium and areas surrounding the Stadium, and, accordingly, desires to secure the general services generally consisting of landscaping maintenance services as more fully described in Exhibit A, entitled Scope of Services (the Services), attached hereto and incorporated herein by this reference.

DocuSign Envelope ID: 18928AEC-1D66-4778-8FA9-E6FFB5A669DD

Contract No: 10167
2 F. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses / certifications / permits, and desire to provide the Services which meet objectives and requirements of Stadium Manager.

TERMS

1. DEFINITIONS.

C. Default Rate: shall mean a rate per annum equal to the lesser of (i) fifteen percent (15.0%) and (ii) the maximum non-usurious rate permitted by applicable law.

If this Agreement expires or terminates on a date other than March 31 of a particular year, there shall be a partial last Fiscal Year ending on the date of such termination.

Contract No: 10167
3 exposure to which or use of which as of such date is prohibited, limited or regulated under any environmental law.

F. Person: shall mean any individual, corporation, partnership, limited liability company, association, trust or other entity whatsoever.

2. EMPLOYMENT OF CONTRACTOR.

Stadium Manager hereby employs Contractor to perform the Services. Stadium Manager shall pay for all such Services which are consistent with the terms of this Agreement.

3. SERVICES TO BE PROVIDED.

A. The Recitals above and all of the exhibits and schedules referenced in this Agreement are attached and are incorporated herein by this reference.

Contract No: 10167
4 thereon) and for the purpose of determining whether the terms, covenants and conditions contained in this Agreement are being fully and faithfully observed and performed by Contractor. Use of any space or property that Contractor is permitted to access, use and occupy hereunder for purposes other than the operations to be conducted under this Agreement, without prior written approval of Stadium Manager in its sole discretion, is prohibited. Contractor shall not interfere with any other contractor, licensee or employee of the Authority, Stadium Manager or any other person working at the Stadium.

4. COMMENCEMENT OF SERVICES.

5. QUALIFICATIONS OF CONTRACTOR STANDARD OF WORKMANSHIP.

6. TERM OF AGREEMENT.

The term of this Agreement (the Term) shall begin on the Effective Date and terminate on March 31, 2026 provided however, if this Agreement extends beyond a single fiscal year, the Term for subsequent fiscal years shall be conditioned upon approval of the Authority budget for the applicable fiscal year that includes the amounts due under this Agreement. All Services contained herein shall be completed prior to the end of the Term of this Agreement. Subject to the prior approval of the Stadium Authority, the Stadium Manager shall have the option, in its sole discretion, to extend the Term for two additional one (1) year periods by notifying Contractor in writing of Stadium Manager's desire to exercise said option prior to the expiration of the then-current Term.

7. WARRANTY.

DocuSign Envelope ID: 18928AEC-1D66-4778-8FA9-E6FFB5A669DD

Contract No: 10167
5 8. PERFORMANCE OF SERVICES.

A. Contractor shall perform all Services in an efficient and expeditious manner and shall work closely with and be guided by Stadium Manager. Contractor shall be as fully responsible to Stadium Manager 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. Contractor will perform all Services in a safe manner and in accordance with all Applicable Laws and safety regulations, the policies and procedures issued by the Stadium Manager relating to the Services, the general operating procedures of the Authority, and any and all other applicable rules, regulations, policies and directives established or implemented by the Authority and/or Stadium Manager, the designees of either of them, or the NFL, from time to time, including scheduling rules, regulations and policies, related to the use or operation of the Stadium (collectively, Stadium Policies).

E. In the event that Contractor fails to obtain or maintain in full force and effect any material license or permit necessary for the performance of the Services, including upon a DocuSign Envelope ID: 18928AEC-1D66-4778-8FA9-E6FFB5A669DD

Contract No: 10167
6 suspension applicable to an Event or revocation thereof, (a) Stadium Manager shall have the right (but no obligation) to perform or have another Person perform the applicable obligation without compensation to Contractor and, whether or not Stadium Manager exercises that right or its termination rights, Contractor shall be responsible to Stadium Manager for the loss of income and all other damages, including consequential and special damages, suffered by Stadium Manager as the result of Contractors breach of this Agreement, including any loss of income; and (b) Contractor shall be considered in material breach of this Agreement, and Stadium Manager may, in addition to any other rights or remedies it may have, immediately terminate this Agreement.

F. Contractor shall comply in all respects with the Santa Clara Business and Commercial Recycling Program, as the same shall be amended from time to time, and shall, in partnership with Stadium Manager, prepare and implement a plan (the Waste Reduction and Recycling Plan) that targets 100% diversion of solid waste from all Events, including composting or other diversion of compostable organics. Contractor shall train its employees in the methods and objectives of the Waste Reduction and Recycling Plan and shall direct and cause its employees to not dispose of or discharge recyclables, compostables, waste, garbage, refuse or Hazardous Substances in any area in or outside the Stadium other than in areas specifically designated therefor. Contractor shall be responsible for expeditiously collecting, separating, recycling, bagging and delivering recyclables, compostables, trash and garbage generated within the Stadium Complex, and Contractor shall cause its employees to deposit such recyclables, compostables, trash and garbage in appropriate containers or equipment in the locations specified by Stadium Manager, whereupon Stadium Manager shall be responsible for the further delivery and ultimate disposal of such recyclables, compostables, trash and garbage. In addition, Contractor shall separate, compact and recycle the trash generated by Events on non- Event days. Contractor shall take all action necessary to: (i) ensure that all such recyclables, compostables, trash and garbage are placed in bags and/or the appropriate receptacles or other containers (which receptacles and containers shall be provided by Contractor) that are durable for transport and not easily susceptible to breakage or leakage, (ii) notify Stadium Manager when the centralized Stadium recyclable, compostable and garbage receptacles are full and need to be emptied, (iii) prevent recyclables, compostables and trash from piling up around the outside of the receptacles and from using the Stadium receptacles in lieu of transferring the recyclables, compostables and trash to the required locations as described herein and (iv) ensure that recyclables, compostables and trash do not spill out prior to or during transport. Contractor agrees to and is fully committed to participating in the separation and recycling of refuse in the Stadium and to minimize the amount of non-recyclable and non-compostable refuse to be removed from the Stadium. All recyclable, compostable, trash and garbage receptacles within the areas controlled by Contractor shall be provided by Contractor and shall be cleaned and sanitized by Contractor in accordance with the standards reasonably set from time to time by the Authority and/or Stadium Manager, to ensure a consistently high standard of sanitation meeting or exceeding the standards set by the Santa Clara County Public Health Department and/or the City. Contractor will comply with all federal, state and local recycling and composting requirements and such recycling and composting programs implemented from time to time by the Authority and/or Stadium Manager and all rules and regulations applicable to the Stadiums adherence to, and/or certification by, the Leadership in Energy and Environmental Design (LEED) Green Building Rating System. Contractor shall indemnify Stadium Manager and make Stadium Manager whole for any out of pocket costs incurred by Stadium Manager which are solely attributable to any negligence or intentional act or omission of Contractor or any of its employees with respect to the recycling or trash removal program, including the expense of returned or rejected recyclable, compostable and trash removals due to mixing or contaminating the trash flow in violation of Applicable Laws or specific directives provided to Contractor in writing as part of the Stadiums sustainability and recycling, composting or trash removal programs. Stadium Manager will DocuSign Envelope ID: 18928AEC-1D66-4778-8FA9-E6FFB5A669DD

Contract No: 10167
7 determine the type, appearance and location of the recyclable, compostable and trash receptacles.

H. Contractors acknowledges and agrees that Services performed under this Agreement shall not create any right of lien for Contractor at the Stadium, which is a publicly owned building.

I. If required by Applicable Laws, Contractor shall file a payment bond for one hundred percent of the total amount payable hereunder with and approved by Stadium Manager.

9. MONITORING OF SERVICES.

10. CORRECTION OF SERVICES.

11. RESPONSIBILITY OF CONTRACTOR.

Contract No: 10167
8 parts of the Stadium to specified employees of Contractor as reasonably approved by the Stadium Manager (with respect to security clearance standards); and/or (iv) conduct by Contractor, at its sole expense, of Team-specified minimum background and such other security screening checks on all of Contractor's employees as the Stadium Manager shall request from time to time, which checks may vary as to job function.

D. Personnel.
i. Contractor shall hire, employ, train, supervise and discipline any and all persons necessary to provide the Services in accordance with the terms of this Agreement and shall use its best efforts to ensure that its employees continually practice the high standards of safety, courtesy and service customarily followed in the conduct of a first-class operation. Contractor shall use its best efforts to select qualified, competent and trustworthy employees. Any and all persons who furnish services under this Agreement, whether or not employed by Contractor prior to the Effective Date, are exclusively employees, subcontractors and/or non-affiliated third parties employed by Contractor and are not employees of the Authority, the City, StadCo or Stadium Manager. Such persons furnishing services under this Agreement shall be subject to appearance standards mutually acceptable to the parties hereto and as permitted by Applicable Laws, and shall wear, at all times while working at the Stadium, neat and clean uniforms provided by Contractor and approved by Stadium Manager. Such uniforms shall bear such lettering and insignia (including the name and logo of the Stadium, the Stadium naming rights sponsor, if required, and the location of the employee's assignment ( e.g., a Club or Suite area)) as Stadium Manager may require and shall be of a design reasonably satisfactory to Stadium Manager. Contractor shall cause its employees to conduct themselves in a professional and courteous manner, and not to unreasonably disturb or interfere with Events. Contractor shall at all times maintain accurate records of the names, addresses, employment history and other legal identification of those to whom Contractor issues employee badges, uniforms or other identifying items to ensure the proper identification and legal working status of Contractor's employees at the Stadium. Contractor shall conduct such background and other security screening checks on its employees as Stadium Manager shall reasonably request from time to time and shall not knowingly hire any person who has been previously terminated by the Authority, StadCo, Stadium Manager or any of their respective Affiliates or contractors. Upon Stadium Manager's request, and so long as any such action shall not be contrary to law, Contractor shall immediately remove from the Stadium any employee, agent, contractor or invitee of Contractor and permanently revoke such person's access credentials.
ii. Intentionally Left Blank.
iii. Contractor shall conduct regularly scheduled employee training programs appropriate to the Services provided, including any programs specifically requested by Stadium Manager, for all of its employees working in the Stadium (the Employee Training Programs). The Employee Training Programs will be mandatory for all employees, agents and any subcontractors of Contractor and, at a minimum, will include customer service, guest interaction, security procedures and specific job skills training, and will be conducted in such frequency as may be approved or directed by Stadium Manager. Contractor shall cause all Employee Training Programs to be periodically reviewed (no less frequently than annually) and updated to the extent necessary to maintain the standard of service requested by Stadium Manager. All employees of Contractor shall also be required to attend such policy and procedures training sessions as may be held by the Stadium Manager, as well as the Stadium orientation tour and training conducted by the Stadium Manager. Contractor shall not permit any employee, agent or DocuSign Envelope ID: 18928AEC-1D66-4778-8FA9-E6FFB5A669DD

Contract No: 10167
9 subcontractor to work at an Event prior to his or her completion of the prescribed training sessions and Employee Training Programs.
iv. Contractor shall promptly notify Stadium Manager upon voluntary or involuntary termination of employment of its employees or contractors and ensure that each such terminated individual is denied further access to the Stadium. In no event shall the Authority, the City, StadCo or Stadium Manager be liable, and Contractor shall indemnify, protect, and hold the Authority, the City, StadCo and Stadium Manager harmless, for Contractor's record keeping (or lack of record keeping), including the legal identification and working status of Contractor's employees and subcontractors, or for any other matters relating to Contractor's employees or subcontractors.

12. COMPENSATION AND PAYMENT.

A. In consideration for Contractors performance of the Services in accordance with the requirements of this Agreement, Stadium Manager shall pay Contractor for all materials provided and services rendered by Contractor in the amount(s) set forth in Exhibit B, entitled Contractor Compensation and Fees.
B. Contractor will invoice Stadium Manager for fees as set forth in Exhibit B , subject to verification by Stadium Manager. Except as otherwise expressly provided in Exhibit B, Stadium Manager will pay Contractor within thirty (30) days of Stadium Managers receipt of a valid invoice.

13. TERMINATION OF AGREEMENT.

Contract No: 10167
10 (3) Contractor shall make all payments required to be made by Contractor under this Agreement, (4) to the extent permitted by Applicable Laws, Contractor shall immediately surrender possession of and assign to Stadium Manager all permits and licenses acquired by Contractor in compliance with this Agreement and any Applicable Laws, and (5) all matters, rights and liabilities existing on the date of termination between the parties hereto shall be determined as of such termination date (except as described above), and discharged as promptly as possible thereafter, including any known claims for damages either party may have against the other for breach of the terms and conditions hereof. Any such surrender shall require delivery of possession in good condition, reasonable and ordinary wear and tear excepted and otherwise in compliance with the terms of this Agreement. Notwithstanding any termination or expiration of this Agreement, all liabilities and obligations of the parties will survive until they are fully satisfied.

C. If the Stadium is destroyed or otherwise rendered unusable for more than thirty (30) days for any reason (a Casualty Event), Stadium Manager shall give Contractor a notice within ninety (90) days after the Casualty Event stating that whether the Authority intends to rebuild or restore the Stadium. If the notice states that the Authority will not rebuild or restore the Stadium, this Agreement shall be terminated. If the notice states that the Authority intends to rebuild or restore the Stadium, the Parties obligations hereunder shall be abated during that period. If such notice states that the Authority reasonably believes that it will take longer than two (2) years to restore or rebuild the Stadium or, if a shorter amount of time, such amount of time is longer than the remainder of the Term, either party shall have the option of terminating this Agreement by written notice to the other at any time within one hundred and eighty (180) days after Stadium Manager gives such notice, and such termination shall be effective one hundred twenty (120) days after the other partys receipt of such notice. Contractor shall not be entitled to any monetary or other damages or compensation from Stadium Manager in the event of a Casualty Event.

14. NO ASSIGNMENT OR SUBCONTRACTING OF AGREEMENT.

B. Stadium Manager may sell, assign, pledge and otherwise transfer or encumber (each, a transfer) this Agreement and any or all of its rights and obligations hereunder to any other Person, including any source of or guarantor or insurer of financing or any trustee, collateral agent or other Person appointed in connection with such financing (each, a Manager Assignee), whether by security agreement, collateral assignment, transfer or otherwise; provided, that such transfer shall not relieve Stadium Manager of its obligations under this Agreement unless such Manager Assignee assumes in writing Stadium Managers obligations under this Agreement. Upon reasonable prior notice from Stadium Manager, Contractor shall make any payments due hereunder to such Manager Assignee and shall execute and deliver any documents that Stadium Manager or any Manager Assignee may reasonably request to acknowledge and confirm that upon any such DocuSign Envelope ID: 18928AEC-1D66-4778-8FA9-E6FFB5A669DD

Contract No: 10167
11 transfer, this Agreement will remain in full force and effect, will continue to be a legal, valid and binding obligation of Contractor enforceable in accordance with its terms (subject to applicable bankruptcy or insolvency laws and general principles of equity), and that (to the extent accurate and correct) neither Contractor, nor to Contractors knowledge, Stadium Manager is in material breach or violation of this Agreement.

15. NO THIRD-PARTY BENEFICIARY.

16. INDEPENDENT CONTRACTOR.

17. NO PLEDGING OF STADIUM MANAGERS CREDIT.

18. CONFIDENTIALITY OF MATERIAL.

DocuSign Envelope ID: 18928AEC-1D66-4778-8FA9-E6FFB5A669DD

Contract No: 10167
12 19. NO USE OF STADIUM MANAGER NAME OR EMBLEM.

20. OWNERSHIP OF MATERIAL.

All material, including information developed on computer(s), which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports, and other material developed, collected, prepared, or caused to be prepared under this Agreement shall be the property of Stadium Manager, but Contractor may retain and use copies thereof. Stadium Manager shall not be limited in any way or at any time in its use of said material. However, Contractor shall not be responsible for damages resulting from the use of said material for work other than the Services, including, but not limited to, the release of this material to third parties.

21. RIGHT OF STADIUM MANAGER TO INSPECT RECORDS OF CONTRACTOR.

22. FAIR EMPLOYMENT.

23. HOLD HARMLESS/INDEMNIFICATION.

DocuSign Envelope ID: 18928AEC-1D66-4778-8FA9-E6FFB5A669DD

Contract No: 10167
13 B. If any claim, demand, action or proceeding is made or commenced by any third party (a Third Party Claims ) against any Indemnified Party, the Indemnified Party shall give Contractor prompt notice thereof; the failure to give such notice shall not affect the liability of Contractor under this Agreement except to the extent the failure materially and adversely affects the ability of Contractor to defend the Third Party Claim. Contractor shall have the right to assume the defense and resolution of the Third Party Claim, provided that (i) the Indemnified Party shall have the right to participate in the defense of the Third Party Claim at its own expense through counsel of its choice (control of the defense will remain with Contractor), (ii) Contractor shall not consent to the entry of any judgment or enter into any settlement that would require any act or forbearance on the part of the Indemnified Party or which does not unconditionally release the Indemnified Party from all liability in respect of the Third Party Claim or would otherwise bring dishonor or disrepute upon Authority, Stadium Manager, any of their respective Affiliates, without the prior written consent of the Indemnified Party, and (iii) the Indemnified Party may undertake the defense of the Third Party Claim, at Contractors expense, if Contractor fails to (A) assume the defense within ten (10) business days after notice from the Indemnified Party or (B) diligently prosecute the defense.

24. INSURANCE REQUIREMENTS.

25. AMENDMENTS.

This Agreement may be amended only with the written consent of both Parties.

26. INTEGRATED DOCUMENT.

27. SEVERABILITY CLAUSE.

29. NOTICES.

All notices to the Parties shall, unless otherwise requested in writing, be sent to Stadium Manager addressed as follows:

DocuSign Envelope ID: 18928AEC-1D66-4778-8FA9-E6FFB5A669DD

Contract No: 10167
14 Attention: Francine Hughes, Vice President and General Manager Address: Forty Niners Stadium Management Company LLC
4900 Marie DeBartolo Way
Santa Clara, CA 95054

With a copy to: Legal Affairs
Forty Niners Stadium Management Company LLC
4949 Marie P. DeBartolo Way
Santa Clara, CA 95054

And to Contractor as follows:

Attention: Debra Macias - Branch Manager
Richard Celedon - Account Manager
Address: Gachina Landscape Management, Inc.
622 Emory Street
San Jose, CA 95110
If notice is sent via email, a signed, hard copy of the material shall also be mailed. The workday the email was sent shall control the date notice was deemed given if there is a computer-generated confirmation of receipt returned to the sender on the date of transmission. An email transmitted after 1:00 p.m. on a Friday shall be deemed to have been transmitted on the following Monday.

30. CAPTIONS.

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

31. LAW GOVERNING CONTRACT AND VENUE.

32. DISPUTE RESOLUTION.

C. The costs of mediation shall be borne by the Parties equally.

D. For any contract dispute, mediation under this section is a condition precedent to filing an action in any court. In the event of mediation which arises out of any dispute related to this Agreement, the Parties shall each pay their respective attorneys fees, expert witness costs, and cost of suit through mediation only. In the event of litigation, the prevailing Party shall recover its reasonable costs of suit, experts fees, and attorneys fees. If mediation DocuSign Envelope ID: 18928AEC-1D66-4778-8FA9-E6FFB5A669DD

Contract No: 10167
15 does not resolve the dispute, the Parties agree that the matter shall be litigated in a court of law, and not subject to the arbitration provisions of the Public Contract Code.

33. COMPLIANCE WITH ETHICAL STANDARDS.

34. CONFLICT OF INTERESTS.

This Agreement does not prevent either Party from entering into similar agreements with other parties. To prevent a conflict of interest, Contractor certifies that to the best of its knowledge, no Stadium Manager, StadCo, Team, Authority, or City officer, employee, or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code Section 87100 and following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise Stadium Manager if a conflict arises.

35. LABOR COMPLIANCE REQUIREMENTS.

A. Contractor is aware of the requirements of California Labor Code Section 1720 et seq., and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq., (Prevailing Wage Laws), which require the payment of prevailing wage rates and the performance of other requirements on public works and maintenance projects. Since the Services are being performed as part of an applicable public works or maintenance project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws.

Stadium Manager shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement upon request. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request and shall post copies at Contractors principal place of business and at the project site.

Contractor shall defend, indemnify and hold the Indemnified Parties free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. Contractor and any subcontractor shall forfeit a penalty of up to $200 per calendar day or portion thereof for each worker paid less than the prevailing wage rates.

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

C. Contractor is advised that eight (8) hours labor constitutes a legal days work. Pursuant to Section 1813 of the California Labor Code, Contractor shall forfeit a penalty of $25.00 per worker for each day that each worker is permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week, except when payment for DocuSign Envelope ID: 18928AEC-1D66-4778-8FA9-E6FFB5A669DD

Contract No: 10167
16 overtime is made at not less than one and one half (1 1/2) times the basic rate for that worker.

D. Contractor and each subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by him or her in connection with the public work. The payroll records shall be certified and shall be available for inspection at all reasonable hours at the principal office of Contractor in the manner provided in Labor Code Section 1776. In the event of noncompliance with the requirements of this Section, Contractor shall have 10 days in which to comply subsequent to receipt of written notice specifying in what respects such Contractor must comply with this Section. Should noncompliance still be evident after such 10-day period, Contractor shall, as a penalty to Stadium Manager, forfeit not more than $100.00 for each calendar day or portion thereof, for each worker, until strict compliance is effectuated. The amount of the forfeiture is to be determined by the Labor Commissioner. A contractor who is found to have violated the provisions of law regarding wages on public works with the intent to defraud shall be ineligible to bid on public works contracts for a period of one to three years as determined by the Labor Commissioner. Upon the request of the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement, such penalties shall be withheld from progress payments then due. The responsibility for compliance with this Section is on Contractor. The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code Section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.

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

F. This Agreement is subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be the Contractors sole responsibility to evaluate and pay the cost of complying with all labor compliance requirements under this Agreement and applicable law. Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractors performance of Services, including any delay, shall be Contractors 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 any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor.

Contract No: 10167
17 responsible for maintaining and providing the following documentation to Stadium Manager for review and approval within the timeframes specified below. i. Division of Apprenticeship Standards (DAS) 140 Form (applicable if the compensation paid or to be paid to Contractor 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 Contractors first application for payment for Services performed under this Agreement or ten (10) days of Agreement execution.
ii. DAS 142 Form (applicable if the compensation paid or to be paid to Contractor 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 its first application for payment for Services involving an 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 Services involving an apprenticeable craft or trade classification not covered under the first application for payment. iii. California Apprenticeship Council (CAC) Form CAC-2; Training Fee Contributions (applicable if the compensation paid or to be paid to Contractor 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.
iv. 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 records is true and correct. For the period covered by any application for payment in which Contractor and its subcontractors did not perform Services, 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 provision and applicable law.
v. 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 Services covered by any application for payment. All Fringe Benefit Statements must be submitted with the application for payment to which each applies.
vi. Demand for Compliance Records. At any time during or subsequent to the full performance of the Services under this Agreement and in addition to the obligations set forth above, Stadium Manager and/or the Authority may require Contractor to produce and or correct and re-submit any prevailing wage DocuSign Envelope ID: 18928AEC-1D66-4778-8FA9-E6FFB5A669DD

Contract No: 10167
18 compliance records, which must be reviewed and approved by Stadium Manager and/or the Authority, prior to full release of payment. vii. 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.

[Signatures continued on next page]
DocuSign Envelope ID: 18928AEC-1D66-4778-8FA9-E6FFB5A669DD Contract No: 10167
19 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly appointed representatives as of the Effective Date.

STADIUM MANAGER:

FORTY NINERS STADIUM MANAGEMENT COMPANY LLC

By:_________________________________

Name: Peter Wilhelm

Title: Chief Financial Officer

CONTRACTOR:

GACHINA LANDSCAPE MANAGEMENT, INC.

By:_________________________________

Name: H. Jaclyn Ishimaru-Gachina

Title: President

DocuSign Envelope ID: 18928AEC-1 D66-4778-8FA9-E6FFB5A669DD G
DocuSigned by:
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Contract No: 10167
20 EXHIBIT A

SCOPE OF SERVICES

I. Overview
a. Contractor will provide Stadium Manager landscaping maintenance services for a multiyear year period from April 19, 2023 through March 31, 2026 for Levis Stadium located at 4900 Marie P. DeBartolo Way in Santa Clara, CA 95054; provided however, if this Agreement extends beyond a single fiscal year, the term for subsequent fiscal years shall be conditioned upon approval of the Santa Clara Stadium Authority budget for the applicable fiscal year that includes the amounts due under this Agreement. b. Timing of Services:
i. Contractor will provide the landscape maintenance services set out below, on a monthly basis unless a provision or Schedule A indicate that Contractor must provide those services under a different schedule (e.g., weekly, bi-annually, etc.), or Stadium Manager directs Contractor to perform those services under a different schedule in Stadium Managers sole discretion. If a conflict exists between the schedules, Stadium Manager shall determine the schedule in consultation with Contractor.
ii. The Parties will mutually agree upon the time and date for Contractor to perform and complete the Services at the Stadium during the Term. c. Meetings; reports and other information to be provided to Stadium Manager i. Contractor shall meet with Stadium Manager on a mutually agreed upon schedule to review services and make any necessary changes within the scope of this Agreement to maintain premises.
ii. Contractor will provide Stadium Manager mutually agreed upon reports (annual at a minimum) on usage for auditing and reporting purposes. iii. Contractor will provide Stadium Manager and maintain a current list of emergency numbers for 24-hour emergency response. Contractor will initiate remedial action with one (1) hour of notification of such emergency. iv. Contractor will provide Stadium Manager a weekly report (with pictures), (Weekly Reports), that includes:

1. Maintenance issues to be addressed;

2. Location of maintenance issue (e.g., where on the property);

3. Proposed corrective actions;

4. Inspection date(s) and time(s);

5. Account manager contact information;

6. Inspector contact information; and,

7. Color photos or images of the issues.
d. Landscape Maintenance
i. Contractor will furnish the following landscape maintenance services at the Levis Stadium on a monthly basis:

1. General landscape maintenance at and around the Stadium, as directed by Stadium Manager. Based on the current maintenance, the anticipated time to complete these tasks is between forty-five (45) to fifty (50) man hours per month.

2. Planter and pot maintenance at and around the Stadium, as directed by Stadium Manager. Based on the current work being accomplished, the anticipated time to complete these tasks is between eight (8) and ten (10) man hours per month.

3. Contractor will promptly notify Stadium Manager to obtain Stadium Managers approval to continue performing Services if Contractor expects that the total time to complete all general landscape maintenance and planter pot maintenance duties exceeds the DocuSign Envelope ID: 18928AEC-1D66-4778-8FA9-E6FFB5A669DD

Contract No: 10167
21 anticipated time-ranges set out above.
ii. Contractor will provide all equipment, labor and material, tools, services and special skills required to perform the duties and landscape maintenance set out in this Agreement, and in keeping with the surrounding community. iii. Contractors plant material maintenance duties will include, but not be limited to:
mowing, trimming, aeration, pruning, watering, fertilization, weed control, pest control and cleanup. Contractor will provide plant material maintenance methods to keep the site in a state of perpetual growth and repair. iv. Contractors irrigation maintenance duties will include, but not be limited to:
operation of system, adjustments, and minor repairs.
v. Contractor will clean the walkways near the planters to prevent impairment of walking surface from plant materials or standing water. vi. During periods of storms, Contractor will provide inspections of the Stadium during regularly assigned hours to prevent or minimize the possible damage from inclement weather. Contractor will report any storm damage to Stadium Manager immediately. If remedial work is requested beyond the specified scope, Contractor will perform only after obtaining Stadium Managers written approval. vii. Contractor will perform the following landscape services upon request by Stadium Manager:

1. Installation of five (5) gallon replacement plants (including soil amendment and plant material);

2. Installation of one (1) gallon replacement plants (including soil amendment and plant material); and

3. Installation of fifty-six (56) cyd pro-chip bark mulch.

4. Bio swale rehabilitation in Gold Lots Four and Five including on-going maintenance monthly.
e. Scope of Services Review
i. From time to time, Stadium Manager will review Contractors work to determine if Contractor is performing the Services satisfactorily. Stadium Manager will inform Contractor of any changes that Contractor will need to implement. ii. Contractor will perform other landscape maintenance duties not listed in this Agreement, as directed by Stadium Manager.

II. GENERAL SERVICES
a. Fertilization
i. Contractor will take precautions in applying fertilizer to contain these materials in the planting areas and prevent the deposit of material onto paved areas. ii. Contractor will immediately remove any fertilizer deposited on paved areas. iii. Contractor will repair, at no additional cost to Stadium Manager, any damage that is incurred to the paved areas caused by Contractors actions or inactions. b. Drainage
i. Contractor will be responsible for periodic inspection of surface drains located within the landscaped areas. Before inclement weather, Contractor will check these drains to assure proper functioning. Contractor will remove any debris or vegetation that may accumulate at the inlet and prevent proper flow of water. c. Soil Analysis and Plant Testing
i. Contractor may be directed to take samples of soil or plant tissues for testing purposes. These tests shall be used to determine the specific cause(s) of plant failure, fertility levels, etc.
d. Pesticides
i. Contractor will use all pesticide materials in strict accordance with the Environmental Protection Agency (EPA) guidelines, including, but not limited to, the following:

1. All pesticides Contractor uses must meet the standards established by the EPA.

2. Contractor will apply pesticides at times that limit the possibility of contamination from climatic and other factors. Contractor will monitor DocuSign Envelope ID: 18928AEC-1D66-4778-8FA9-E6FFB5A669DD

Contract No: 10167
22 forecasted weather conditions to avoid making applications before inclement weather to eliminate potential run-off of treated areas. When water is required to increase pesticide efficiency, Contractor will apply water only in quantities that each area is capable of receiving without excessive run-off. Contractor will not leave any pesticide or chemical unattended.

3. Contractor will take precaution and care in transferring and mixing pesticides to prevent contaminating areas outside the target area.

Contractor will use application methods that ensure that materials are confined to the target area. Contractor will dispose of pesticides within the guidelines established by the EPA.
e. Rodent Control
i. Contractor shall use best effort to control all rodents in landscaped areas in connection with any pest control service provider at the Stadium. Control of excessive numbers of rodents shall be considered an extra scope under this engagement and Stadium Manager shall request a quotation for specific task or project.
f. Weed Control
i. Contractor shall remove weed(s), including tumbleweeds, in all landscape and hardscape areas. Weed abatement is to include a total of four (4) abatements of weeds in the following areas within the monthly service fee*:

1. Gold lots one (1) and two (2)

2. In and around Stadium grounds, landscape, and hardscape

3. *Roof top terrace weed abatement will need to be monthly as active garden is in production and be conducted by hand.
g. Water Conservation
i. Contractor is responsible for obtaining water usage restrictions for property from applicable water district and maintaining the usage within allocations and within standards reasonably set by Stadium Manager.

III. PLANT MATERIALS
a. Turf
i. Fertilization:

1. Contractor will fertilize turf as required to maintain a lush, green appearance and perpetual growth.

2. Contractor will apply a complete fertilizer to all plants, at a minimum of eight (8) times per year, using appropriate nutrients and minerals.

3. Contractor will be responsible for applying all materials required to correct mineral deficiencies affecting plant growth.
ii. Edging:

1. Contractor will trim all turf edges adjacent to walks, curbs, paved area, fixtures at grade, and shrub or ground cover areas with a power edger or weed eater on a weekly basis to maintain a crisp and neat appearance.

2. Contractor shall trim turf areas adjacent to buildings, mow strips or header boards, fixtures at grade, and shrub or ground cover areas on a weekly basis.

3. Contractor will maintain a six- (6) inch bare drift buffer zone around the circumference of all trees, buildings, and raised fixtures in the turf.

4. Contractor will exercise care regarding the use of weed eaters, to prevent damage to trees, building surfaces, walls, header board, light fixtures, signage, etc.,
iii. Mowing:

1. If required, at an additional cost, Contractor will mow turf and remove clippings on a weekly basis, except during November through March when mulch mowers are allowed.

2. During warm season (as determined by Stadium Manager), Contractor will cut cool season turf at least two and one half (2½) inches. During cool DocuSign Envelope ID: 18928AEC-1D66-4778-8FA9-E6FFB5A669DD

Contract No: 10167
23 season, Contractor will cut cool season turf to two (2) inches.

3. Contractor will cut warm season turf at two to three (2-3) inches.

4. Contractor will cut turf at a uniform height.

5. Contractor will cut turf with sharp blades.

6. Contractor will change mowing patterns weekly to avoid rutting.

7. Contractor will exercise care during the mowing operation to prevent damage to trees and other obstacles in the lawn areas like electrical boxes, fixtures, buildings and signage.

8. Contractor will not perform mowing in wet conditions.

9. Use of mulching mowers is authorized during the months of November through March.

10. Use of riding mowers is authorized on large open turf areas. iv. Weed, Pest and Disease Control : Contractor will maintain weed-, pest- and disease-free turf areas at all times by either chemical or mechanical means. v. Watering:

1. Contractor will operate the irrigation system to obtain 100% coverage and maintain uniform moisture throughout root zone.

2. Contractor will use a soil probe or moisture sensor to determine moisture needs.

3. Contractor will use repeat cycles to maximize penetration and minimize run-off.

4. Contractor will allow soil in turf areas sufficient time to dry prior to mowing to minimize soil compaction.
vi. Aeration:

1. Contractor will mechanically aerate turf areas on a site at maximum of two (2) times per year, to allow for proper water penetration and minimize run- off.

2. Contractor will use a plug aerator with three (3) inch tines.

3. Contractor may remove aerator plugs by mowing immediately following aeration.
vii. Thatching/Over seeding of Plant Materials:

1. As needed, Contractor will thatch in October before over seeding, as directed by Stadium Manager.

2. Contractor will not thatch fescue unless directed by Stadium Manager.

3. Contractor will over seed all warm season turf areas with ten (10) pounds per thousand (1,000) square feet of perennial rye grass seed. Before over seeding, Contractor shall mow all warm season grass areas to three- fourths (¾) inch.

4. Contractor is responsible for broadcasting turf with pre-emergent chemical to eliminate crab grass during winter months.
b. Ground Cover
i. Fertilization:

1. Contractor will fertilize ground cover as required to maintain a lush, green appearance and maintain perpetual growth. Contractor will fertilize two (2) times per year using a complete fertilizer that provides appropriate nutrients and minerals.

2. Contractor will be responsible for applying all materials required to correct mineral deficiencies affecting plant growth.
ii. Edging and Trimming:

1. Contractor will edge, as needed, adjacent walks, curbs, paved areas, buildings, shrubs, trees, and other miscellaneous objects in ground cover areas to maintain a neat, clean, well-defined edge.

2. Contractor will maintain a four to six (4-6) inch bare dirt clearance around the circumference of all trees, shrubs, signs, etc., in ground cover and adjacent building structures.
iii. Weed, Pest and Disease Control:

DocuSign Envelope ID: 18928AEC-1D66-4778-8FA9-E6FFB5A669DD

Contract No: 10167
24 1. Contractor will maintain a weed, pest and disease-free ground cover at all times.

2. Minimal weed growth is acceptable beneath ground cover height with prior approval from Stadium Manager.

3. The use of growth retardants is acceptable with prior approval from Stadium Manager.
iv. Watering :

1. Contractor will schedule water application to produce a deep- rooted ground cover (i.e., short run-times with repeat cycles). c. Shrubs
i. Fertilization:

1. Contractor will fertilize shrubs as required to maintain a lush, green appearance and perpetual growth.

2. Contractor will fertilize shrubs four (4) times per year with a complete fertilizer that provides appropriate nutrients and minerals.

3. Contractor will be responsible for applying all materials required to correct mineral deficiencies affecting plant growth.
ii. Pruning:

1. Contractor will prune shrubs to attain maximum desired effect or purpose while retaining as much of the natural characteristics or branching as possible.

2. Contractor will prune shrubs as required for: safety, removal of broken or diseased branches, general containment or appearance.

3. Contractor will prune shrubs with the intent to emphasize a shrubs natural shape. Contractor will, initially, pinch prune to keep a shrub compact and develop structure. Contractor will, ultimately, annually remove fifty (50%) percent of old stems to the ground to rejuvenate.
a. The Ligustrum, Escallonia, Xylosma, and Japanese Boxwood shrubs (formal hedges) are intended to have straight, crisp edges.

Shearing is an acceptable method of pruning these varieties as directed by Stadium Manager.

4. Contractor will prune at the correct time of year, which is essential to maximize flowering potential.
iii. Weed, Pest and Disease Control:

1. Contractor will maintain weed-, pest- and disease-free shrub beds at all times. Contractor will apply appropriate chemicals as required to control and prevent.

2. The use of growth retardant is acceptable with prior approval from Stadium Manager.
d. Vines
i. Fertilization:

1. Contractor will fertilize vines as required to maintain a lush, green appearance and perpetual growth. Contractor will fertilize a minimum of one (1) time per year with a complete fertilizer that provides appropriate nutrients and minerals.

2. Contractor will be responsible for applying all materials required to correct mineral deficiencies affecting plant growth.
ii. Pruning:

1. Contractor will check and re-tie vines and espalier plants as required.

2. Contractor will not use nails to secure vines on masonry walls.

3. Contractor will prune all vines using accepted horticultural practices as indicated in Sunset Pruning Handbook.

4. Contractor will prune and maintain vines so as not to obstruct fixtures, signs, windows, etc.
iii. Watering:

1. Contractor will water as necessary to provide optimum growth with DocuSign Envelope ID: 18928AEC-1D66-4778-8FA9-E6FFB5A669DD

Contract No: 10167
25 applicable allocations.
e. Color
i. Fertilization:

1. Contractor will fertilize all color a minimum of one (1) time per month with a pre-approved fertilizer that will maintain a lush, colorful appearance and perpetual growth.

2. Contractor will be responsible for applying all materials required to correct mineral deficiencies affecting plant growth.
ii. Pruning:

1. Contractor will remove dead or faded blossoms, stems and foliage a minimum of one (1) time per month to encourage continued blooming and maintain a neat appearance.
iii. Weed, Pest and Disease Control:

1. Contractor will maintain weed- and pest- free color beds. Contractor will apply appropriate chemicals as required to control and prevent weeds, pests and disease
iv. Watering:

1. Contractor will water as required to promote optimum growth. Contractor will exercise care to prevent eroding of container soil or excess run-off from drainage holes in pots onto the hardscape.
v. Planting:

1. Contractor will provide and plant all annual color as part of this Agreement; Labor costs and material costs to prepare and amend color beds is included. Should be kept up through the entire twelve (12) month year. f. Trees
i. Contractor will not perform any tree work without prior approval and direction from Stadium Manager.
ii. Pruning:

1. Contractor will prune trees regardless of height (fifteen feet (15ft lower or higher) as required to remove broken, diseased branches or for general containment. It is Contractors prime responsibility to conduct a pruning program that Stadium Manager must approve. This pruning program should develop proper tree scaffolding, strength and appearance consistent with intended use.

2. Contractor will cause all pruning to be done by those who are experienced and skilled in pruning techniques. All cuts will be done using proper horticulture practices.

3. Pruning under this specification is limited to that which may be done from the ground.

4. Contractor will prune trees to allow for necessary clearances for pedestrians and vehicle circulation. Minimum canopy clearance of eight (8) feet; maximum fifteen (15) feet.

5. When needing to prune trees at fifteen (15) feet or higher, coordination with Stadium Manager will need to happen and pruning will occur annually (every 12 months).
iii. Pest and Disease Control:

1. Contractor will apply all chemical controls as required to control or prevent pests and disease.
a. If disease is found on trees or other plants, identification of said disease, treatment plan and execution should be included in monthly contract and is not an add service to the agreement. iv. Tree Branching:

1. Contractor will check and correct tree stakes, ties and guys as required.

Contractor will adjust ties to prevent girdling. Contractor will remove unneeded stakes, ties and guys as directed. Contractor will replace lodge poles and twist ties due to inclement weather.

DocuSign Envelope ID: 18928AEC-1D66-4778-8FA9-E6FFB5A669DD

Contract No: 10167
26 v. Fertilization of Trees:

1. Contractor will fertilize all trees to maintain a lush, green appearance and perpetual growth, as required. Contractor will fertilize with a complete fertilizer that provides appropriate nutrients and mineral. Fertilization of trees may require Contractor to perform deep root feeding or foliage application.

2. Contractor will be responsible for applying all materials required to correct mineral deficiencies affecting plant growth.
vi. Surface Root Removal of Trees:

1. Contractor will remove, as required, surface roots up to three (3) inches in diameter, which become maintenance, appearance or liability problems to prevent damage to adjacent paved areas.

IV. IRRIGATION SYSTEM
g. Controllers
i. Contractor will adjust the watering schedule equal to the evapotranspiration rate that each plant is capable of receiving based on topography, soil type, plant material, season or climatic factors. Contractor will notify Stadium Manager of any schedule changes.
ii. Contractor will utilize repeat cycle on controller to eliminate excessive run-off. iii. Contractor will program hours of scheduled operation to minimize disease occurrence of plant material.
iv. Contractor will schedule irrigation operation to reduce possible nuisance from that operation to pedestrians or vehicles.
v. Contractor will obtain approval from Stadium Manager for scheduled operation occurring other than from 9:00 p.m. to 6:00 a.m.
vi. Contractor will perform preventative maintenance on controllers as needed and do a full review every 3 months and develop a report outlining the health of the system controllers.
vii. Controller maps are property of Stadium Manager. Contractor will replace lost or damaged controller maps at Contractors expense. Contractor will keep copies of controller maps in enclosures at all times.
viii. Contractor is responsible for maintenance of the interiors of controller enclosures.

No overgrowth of weeds, or pests shall be housed in enclosures. Enclosures should be checked every other week of service at the Stadium if not weekly. ix. Contractor will be responsible to notify Stadium Manager, before application, of any additional water requirements to the landscape that is above allocated amount. x. Contractor is responsible for keeping the plant material alive. If this requires an extra application of irrigation water, Contractor will make the necessary adjustments and immediately notify Stadium Manager upon doing so. xi. Only Stadium Manager and the Contractor Supervisor will have access to all controllers. Contractor Supervisor will ensure enclosures are padlocked at all times and will submit a duplicate key Stadium Manager.
xii. Contract Supervisor will turn off controllers only for necessary irrigation repairs or inclement weather, as instructed by Stadium Manager.
h. Operation of System
i. Contractor will personally observe all systems during each systems operation cycle a minimum of once per month on Saturday, Sunday or as arranged with Stadium Manager, to verify effectiveness of sprinkler operation. ii. Contractor will adjust and clean as necessary all sprinkler heads, valves and pressure reducers to continue operation at maximum efficiency and performance. iii. Contractor will keep sprinkler heads in turf areas clear of overgrowth to ensure maximum operation. To prevent elephant tracks, Contractor is not allowed to perform chemical spraying or weed-eating around a sprinkler. iv. Contractor will trim plant material and make necessary adjustments to riser heights as growth areas indicate.
v. Contractor will hand-water any pots not provided with an irrigation system to DocuSign Envelope ID: 18928AEC-1D66-4778-8FA9-E6FFB5A669DD

Contract No: 10167
27 maintain plants and promote optimum growth.
vi. Adjustments Contractor makes to operating pressure will be: 35 psi for spray heads and 45 psi for rotor type heads, to provide optimum efficiency, unless Stadium Manager instructs otherwise.
vii. Contractor will be allowed to hose-water stress spots in turf or color areas that require an extra water application, only with a hose-end restrictor. viii. Contractor will not be allowed to perform manual valve watering at any time, unless directed by Stadium Manager.
ix. Contractor will report irrigation system failure promptly to Stadium Manager. Plant damage or loss resulting from the failure to report irrigation system failure promptly will be considered Contractor negligence and Contractor will repair or replace the affected plant material at Contractors expense.
i. Repairs
i. Contractor will make any repair(s) in accordance with Stadium Managers current practices and as directed by Stadium Manager. Current practices are:

1. Repairs of system are to be assessed a standard rate and use an allocated repair budget of $300/month. If said budget does not cover repairs on a monthly basis, then a stand-alone rate using agreed upon rates herein must be used and presented to the Stadium Manager for approval.

2. Use of Rainbird 1800 series matched precipitation heads for all replacements, or match existing heads whenever possible (minimum six inch (6) pop-up height).

3. All heads on triple swing joints.

4. As heads on risers break, they will be replaced with pop-ups if adjacent to traffic areas or walkways.

5. As impact heads break, replace with like rotors.

6. Malfunctions of any nature which are deemed to be the fault of materials or workmanship still covered under original installation guarantee shall be reported immediately to Stadium Manager.
ii. Contractor must submit itemized irrigation invoices for repairs, per property on a monthly basis that include the following information:

1. Date of repair, nature of repair.

2. Site map to illustrate location of repair.

V. CUSTODIAL AND CLEAN-UP WORK
j. Debris
i. Contractor will remove all debris resulting from the maintenance operations and dispose of it. Contractor will pick up all grass clippings deposited on roadways or walks after each mowing or trimming operation. Contractor will not allow debris to remain at the end of the work day.
ii. Contractor will not blow debris onto public property per city code. iii. Contractor will not dump in on-site dumpsters unless authorized by Stadium Manager.
iv. Green waste bins may be located on-site at Contractors expense with prior authorization by Stadium Manager.
k. Walkways
i. Contractor will maintain all walkways near hardscape or landscape areas clean of debris. Contractor will pick up trash from hardscape and landscape areas during weekly service.
l. Landscaped Areas
i. Contractor will remove debris, leaves and rubbish in landscaped areas during weekly service.
ii. Contractor will patrol all landscape areas weekly to check for vandalism, broken tree branches, rodents, snails, insects, pests, disease, etc.

DocuSign Envelope ID: 18928AEC-1D66-4778-8FA9-E6FFB5A669DD

Contract No: 10167
28 Schedule A
Timing of Services

Contractor will provide the Services under this Agreement in accordance with the schedule set out below, and the provisions set out above in Exhibit A (Scope of Services). If a conflict exists between the schedules, Stadium Manager shall determine the schedule in consultation with Contractor.

DocuSign Envelope ID: 18928AEC-1 D66-4778-8FA9-E6FFB5A669DD 1'. EETr~GS
:Sire: lnspedo11

2. BIOS.WALES
learf & Debris & Tm.sh
Freq ..
2 Freq"
ema· al 52
We - Contrn1 - h::md
removal 8
Pest Oontrol (as
needed)
He e Trimme r 2
B~w 52
lnspe,c • 011 4! ~----
'.J. GROU DCO tER
& De• rte- & rash
Remmral
re-Emergen Weed
Control
Wee<l Conh"o.1-Roon d-
P
eed Conllrm-Ma· Illa'!
Fe Ilize
Pest Contro,I (as
needed )
ow-achfroon l ree
eat Appeararu::e
Trirn Heigh ·
E ,gefrom
Wa ks/Curbs,
G Appf catio

Contract No: 10167
29 DocuSign Envelope ID: 18928AEC-1 D66-4778-8FA9-E6FFB5A669DD .. SHRUBS & TRiBES
Rru ing Structural
Tree·
Bm:rom Prune Trees
Stake
Adjuslm entffi emm,al
est Control ( s
ne'8dedJ
Fernr e.r
in.I ing Structural
Hand
ru:ning Hed_ge
Stte.tutng
App PGR
• 1 eat Aj~pearam:e
Viirne Trainirng·
~- P'/WEllll A:REAS
s ra·e-walks leaf &
ebris R,emoval
Tmsh RemGV~I
Wee Oonm:Jl
6,. IRJRIGA TION
Start-uio Go Through
oufine lnspe c ion
rammiflQ
weather d'.epen dent

5. 5

1. Th.ils. is a ,g;uirJeUne~ 'lilOt exact. We: da1 ou r best to make: the property look neat, ,creain a.mil b,ea,1.1tiful1 on a 1 weekly b-asJis.

Contract No: 10167
30 EXHIBIT B

Required on-going services *** Invoiced monthly after service is rendered Service Description 4/19/23 3/31/24 4/1/24 3/31/25 4/1/25 3/31/26

1. General Landscape
Maintenance
$1378 $1420 $1463

2. Planter and Pot
Maintenance
$230

$237

$245

3. Tasman Great America
Clean up (Monthly)
$459 $473 $488

4. Gold Lot 4 & 5 weed
abatement clean up
$230 $237 $245

5. Full Stadium landscape
clean up (semi-annual)
$434
(monthly)
$448
(monthly)
$462
(monthly)

6. Full maintenance of roof top
landscape and weed
abatement
$230 $237 $245

Total Monthly Cost:

$2961

$3052

$3148

Invoiced 1x annually after completion (May - June)

7. 56 Cubic Yard Mulch refresh
(material & labor)
($7728 annually) ($7968 annually) ($8256 annually)
Additional Services*** Invoiced 2x annually after completion (July & January)

8. 5 Gallon replacement plants
(material & labor)
$52/each

$54/each $56/each

9. 1 Gallon replacement plants
(material & labor)
$28/each $29/each

$30/each

10. Blue Lot weed abatement &
dead vegetation clean up
$11,000 $11,330 $11,670

11. Red Lot weed abatement &
dead vegetation clean up
$11,000 $11,330 $11,670
Additional Tree Service as per Request*** Invoiced after completion as needed

12. Tree Trimming (15ft and
above)
$1400

$1442 $1485
DocuSign Envelope ID: 18928AEC-1D66-4778-8FA9-E6FFB5A669DD

Contract No: 10167
31 A. The pricing includes all costs, taxes, shipping, handling, and prevailing wages being paid for all labor in connection with the Services as required by Applicable Law. Any and all costs that exceed the above pricing, including taxes, shipping, handling, and any subcontractor costs, will be at Contractors sole expense and Contractor will have no right to invoice Stadium Manager or any third-party for any additional costs incurred by Contractor in the performance of the Services under this Agreement.

B. Contractor will not be reimbursed for any expenses, costs, or other fees Contractor incurs in the performances of the Services (e.g., irrigation system repairs, installation of replacement trees, etc.), unless approved in writing by Stadium Manager.

C. Contractor will comply with the pricing requirements set out in this Agreement.

Budget
The breakdown of agreement not to exceed amount for the three year period is as follows:

Total not to exceed amount for three years: $210,000
Year One 4/19/23 through 3/31/24 - $68,000
Year Two 4/1/24 through 3/31/25 - $70,000
Year Three 4/1/25 through 3/31/26 - $72,000

DocuSign Envelope ID: 18928AEC-1D66-4778-8FA9-E6FFB5A669DD ►
►
►

Contract No: 10167
32 UNIT PRICE SHEET
Wages and Fees
QTY
Price
4/19/23
3/31/24
Price
4/1/24
3/31/25
Price
4/1/25
3/31/26
Laborer / Enhancement Tech 1 Hr $90.00 $93.00 $96.00
Laborer / Irrigation Tech 1 Hr $105.00 $108.00 $111.00
Laborer / Maintenance Tech 1 Hr $52.00 $53.00 $54.00
Laborer / Plant Health Care Tech 1 Hr $115.00 $118.00 $122.00 Laborer / Water Management Tech 1 Hr $115.00 $118.00 $122.00 Supervisor Labor 1 Hr $200.00 $206.00 $212.00
Green Waste Disposal Enhancement
Laborer 1 Cyd $150.00 $155.00 $160.00
Equipment Rental with Operator 1 Day $985.00 $1,015.00 $1,045.00

Trees / Shrubs / Annual Color
QTY
Price
4/19/23
3/31/24
Price
4/1/24
3/31/25
Price
4/1/25
3/31/26
15g Tree Install Kit Premium 1 Each $440.00 $453.20 $466.80 15g Tree Install Kit 1 Each $385.00 $396.55 $408.45
24" Box Tree Install Premium 1 Each $1,050.00 $1,081.50 $1,113.95 24" Box Tree Install Kit 1 Each $900.00 $927.00 $954.81 5g Shrub Install Kit Premium 1 5g $68.00 $70.00 $72.00
5g Shrub Install Kit 1 5g $52.00 $54.00 $56.00
1g Shrub Install Kit Premium 1 1g $40.00 $41.00 $42.00
1g Shrub Install Kit 1 1g $28.00 $29.00 $30.00
4" Color Flat (16 plants) Installed 1 Flat $68.00 $70.00 $72.00 JP Color (36 plants) Installed 1 Flat $45.00 $46.00 $47.00

Mulch
QTY
Price
4/19/23
3/31/24
Price
4/1/24
3/31/25
Price
4/1/25
3/31/26
Mulch Kit Premium. Fir bark, walk on
bark, etc 1 Cyd $230.00 $237.00 $244.00
Mulch Kit Recycled mulch, pro chip,
etc 1 Cyd $138.00 $142.00 $146.00
Labor only spread recycled tree chips 1 Hr $90.00 $93.00 $96.00

Sod and Seeding
QTY
Price
4/19/23
3/31/24
Price
4/1/24
3/31/25
Price
4/1/25
3/31/26
Mulch Compost (material only) 1 Each $124.00 $127.00 $131.00 Top Soil 1 Yard $80.00 $82.00 $85.00
Sod Install 1 Sq. Ft. $3.25 $3.35 $3.45
Over Seed 90/10 Tall Fescue sq. ft. Kit 1 Sq. Ft. $1.96 $2.02 $2.08 DocuSign Envelope ID: 18928AEC-1 D66-4778-8FA9-E6FFB5A669DD I I

Contract No: 10167
33 Irrigation Repairs
QTY
Price
4/19/23
3/31/24
Price
4/1/24
3/31/25
Price
4/1/25
3/31/26
Repair Broken Drip Line Poly Pipe or
Netafim 1 Each $38.00 $39.00 $40.00
Repair Broken Lateral Pipe 1/2" to 1" 1 Each $243.00 $250.00 $258.00 Repair Broken Lateral Pipe 1 1/4" to
2" 1 Each $410.00 $422.00 $434.66
Repair Broken Mainline Pipe 2" to 3" 1 Each $710.00 $731.00 $752.93 Replace Bad Solenoid 24 volts AC
Rain Bird 1 Each $127.00 $131.00 $134.93
Replace Damaged Diaphrahm
Assembly (1 1/2") 1 Each $210.00 $216.00 $222.48
Replace Plastic Remote Control Valve
(1 1/2") 1 Each $500.00 $515.00 $530.00
Replace Valve Box w/ Lid Standard
14" x 19" Green Plastic 1 Each $155.00 $160.00 $164.80
Replace Rainbird 1806 SAM PRS w/
MP Rotator Nozzle & Swing Assembly 1 Each $110.00 $113.00 $116.39 Add Rain Bird 1812 SAM PRS w/ MP
Rotator Nozzle, Swing Assembly and
20' of 1/2" Lateral Pipe
1 Each $230.00 $235.00 $240.00
Add Hunter I 20 Rotor 6" Plastic 3/4"
Swing Assembly and 30' of 3/4" Pipe 1 Each $275.00 $280.00 $285.00 DocuSign Envelope ID: 18928AEC-1 D66-4778-8FA9-E6FFB5A669DD

Contract No: 10167
34 EXHIBIT C

INSURANCE REQUIREMENTS
At all times during the term hereof, Contractor shall keep and maintain in full force and effect the following types of insurance coverage and/or bonds:

2. Automobile liability in the amount of One Million Dollars ($1,000,000) with respect to owned, hired and non-owned vehicles.

6. Umbrella or excess liability insurance in the amount of Two Million Dollars ($2,000,000) providing excess coverage over general liability, auto liability, and employers liability specified above.

DocuSign Envelope ID: 18928AEC-1D66-4778-8FA9-E6FFB5A669DD

Contract No: 10167
35 EXHIBIT D

ETHICAL STANDARDS FOR CONTRACTORS SEEKING TO ENTER INTO AN AGREEMENT WITH

STADIUM MANAGER
Termination of Agreement for Certain Acts.

A. Stadium Manager may, at its sole discretion, terminate this Agreement in the event any one or more of the following occurs:

DocuSign Envelope ID: 18928AEC-1D66-4778-8FA9-E6FFB5A669DD

Contract No: 10167
36 B. Stadium Manager may also terminate this Agreement in the event any one or more of the following occurs:

1. Stadium Manager determines that Contractor no longer has the financial capability 4 or business experience5 to perform the terms of, or operate under, this Agreement; or

Contractor will have the burden of proof on the appeal. Contractor shall have the opportunity to present evidence, both oral and documentary, and argument.

5 Loss of personnel deemed essential by Stadium Manager for the successful performance of the obligations of Contractor to Stadium Manager.

DocuSign Envelope ID: 18928AEC-1D66-4778-8FA9-E6FFB5A669DD

Contract No: 10167
37 EXHIBIT E

PUBLIC WORKS CONTRACTOR REGISTRATION CERTIFICATION
Pursuant to Labor Code Sections 1725.5 and 1771.1, all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter into a contract to perform public work must be registered with the Department of Industrial Relations. See http://www.dir.ca.gov/Public-Works/PublicWorks.html for additional information.

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

Contractor hereby certifies that it is aware of the registration requirements set forth in Labor Code Sections 1725.5 and 1771.1 and is currently registered as a contractor with the Department of Industrial Relations.6 Name of Contractor:

DIR Registration Number:

DIR Registration Expiration:_________________________
Small Project Exemption: _____ Yes or _____ No
Unless Contractor is exempt pursuant to the small project exemption, Contractor further acknowledges:

Contractor shall maintain a current DIR registration for the duration of the project.

Contractor shall include the requirements of Labor Code Sections 1725.5 and 1771.1 in its contract with subcontractors and ensure that all subcontractors are registered at the time of bid opening (or contract execution where no bid occurred) and maintain registration status for the duration of the Agreement.

Failure to submit this form or comply with any of the above requirements may result in a finding that the bid is non-responsive.

Name of Contractor
Signature
Name and Title
Dated

6 If the Agreement is exempt from the contractor registration requirements pursuant to the small project exemption under Labor Code Sections 1725.5 and 1771.1, please mark Yes in response to Small Project Exemption. DocuSign Envelope ID: 18928AEC-1 D66-4778 -8FA9-E6FFB5A669DD •
•
•
Gachina Landscape Management
1000018085
June 30, 2025
X
Gachina Landscape Management
~
DocuSigned by:
• t1.:-.
8D64DFA36F12409 ...

President/CEO
4/28/2023

Contract No: 10167
38 EXHIBIT F
CONTRACTORS CERTIFICATION REGARDING WORKERS COMPENSATION I, the undersigned Contractor, am aware of the provisions of Section 3700 et seq. of the California Labor Code, which require every employer to be insured against liability for Workers Compensation or to undertake self-insurance in accordance with the provisions of the Code, and I, the undersigned Contractor, agree to and will comply with such provisions before commencing the performance of the Services on this Agreement.

Name of Contractor:

By: _________________________
Signature
_________________________
Name (Print)
_________________________
Title (Print)
DocuSign Envelope ID: 18928AEC-1 D66-4778 -8FA9-E6FFB5A669DD Gachina Landscape Management
~ DocuSigned by:
~ 6:36F 12409 ...

H. Jaclyn Ishimaru-Gachina
President/CEO
Amendment No. 1
Contract Number 10167

Page 1 of 5 ends

AMENDMENT NO. 1

TO THE GENERAL SERVICES AGREEMENT
CONTRACT NUMBER 10167

BY AND BETWEEN

FORTY NINERS STADIUM MANAGEMENT COMPANY LLC
AND
GACHINA LANDSCAPE MANAGEMENT, INC.

1. Parties and Date.

This Amendment No. 1 to the General Serv ices Agreement (“Amendment No. 1”) by and between the Forty Niners Stadium Management Company LLC (“Stadium Manager”) and Gachina Landscape Management, Inc., a California corporation with its principal place of business at 1130 O’Brien Drive, Menlo Park, CA 94025 (“Contra ctor”) shall be effective on April 1, 2026 (“Effective Date”). Stadium Mana ger and Contractor are sometime s individually referred to as “Party” and collectively as “Parties.”

2. Recitals.

2.1 Contractor. The Stadium Manager and Cont ractor entered into an agreement titled “Levi’s Stadium General Services Agreement By And Between Stadium Manager And Gachina Landscape Management, Inc.”, dated April 19, 2023 (“Agreement”), for the purpose of Stadium Manager securing services as described in Exhibit A (the “Services”) from Contractor during the period of April 19, 2023 through March 31, 2026 (“Term”).

2.2 Amendment Purpose. The Stadium Manager and Contractor desire to amend the Agreement to extend the Term in which Contractor shall provide Services, update the applicable fees for the extended Term, and update the termination clause.

2.3 Amendment Authority. This Amendment N o. 1 is authorized pursuant to Section 25 of the Agreement.

3. Terms

3.1 Amendment. The Term of the Agreement is hereby extended for one (1) additional year which shall expire on March 31, 2027.

3.3 Amendment. Section 13(A) of the Agreemen t is hereby replaced in its entirety to read as follows:

Page 2 of 5 ends

controlled by Contractor that, in Stadiu m Manager’s reasonable judgment, poses a hazardous condition to occupants of the Stadiu m Complex, any of the Related Facilities (e.g., offsite parking areas), or any portion thereof, within twenty-four (24) hours after receipt of written notice from Stadium Manage r; (ii) Contractor fails to perform any material obligation under this Agreement a nd such failure continues unremedied for a period of ten (10) days after receipt of written notice from Manager of the particular failure to perform (or thirty (30) days in the case that a remedy has commenced but cannot reasonably be accomplished in ten days); (iii) Contractor is placed into bankruptcy either voluntarily or involuntarily (and such involuntary proceeding is not dismissed within sixty (60) days), becomes financially insolvent, takes the benefit of any present or future insolvency statute, makes a general assignment fo r the benefit of creditors, or consents to the appointment of a receiver, trustee, or liquidator of all or substantially all of its property; (iv) Contractor transfers or permits a transfer of this Agreement in violation of Section 14; (v) Contractor fails to obtain and/or maintain required licenses and permits under Section

8.D; or (vi) Contractor fails to work coope ratively and in good faith with the Authority, Stadium Manager, any of their respective Affiliates or any of subcontractors of any of the foregoing. Contractor and St adium Manager acknowledge and agree that termination of this Agreement by Stadium Mana ger pursuant to subsections 13(A)(i-vi) shall be “for cause”. Stadium Manager shall also have the right to terminate this Agreement for convenience by providing Contractor with thirty (30) calendar days’ prior written notice.

3.4 Continuing Effect of Othe r Provisions. Except as amended by this Amendment No. 1, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 1. From and after the Effective Date of this Amendment No. 1, whenever the term “General Services Agreement” or “Agreement” appears in the Agreement, it shall mean the Agreement as amended by Amendment No. 1.

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

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

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

Amendment No. 1
Contract Number 10167

Page 3 of 5 ends

FORTY NINERS STADIUM

MANAGEMENT COMPANY LLC

Approved By:

Francine Hughes
EVP and General Manager

Date

GACHINA LANDSCAPE
MANAGEMENT, INC.

H. Jaclyn Ishimaru-Gachina
President

Date

Amendment No. 1
Contract Number 10167

Page 4 of 5 ends

EXHIBIT B-1

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

Required on-going services *** Invoiced monthly after service is rendered

Service Description 4/19/23 – 3/31/24 4/1/24 – 3/31/25 4/1/25 – 3/31/26 4/1/26 – 3/31/27

1. General Landscape
Maintenance
$1378
$1420 $1463
included

2. Planter and Pot
Maintenance
$230

$237

$245
included

3. Tasman Great
America Clean up
(Monthl
y)
$459 $473 $488 included

4. Gold Lot 4 & 5 weed
abatement clean up $230 $237 $245 included

5. Full Stadium
landscape clean up
(semi-annual)
$434
(monthly)
$448
(monthly)
$462
(monthly) included

6. Full maintenance of
roof top landscape
and weed abatement
$230 $237 $245 included

Total Monthly Cost:

$2961

$3052

$3148

$3,211

Invoiced 1x annually after completion (May - June)

7. 56 Cubic Yard
Mulch refresh
(material &
labor)
($7728 annually) ($7968 annually) ($8256 annually) Upon request

Additional Services*** Invoiced 2x annually after completion (July & January)

8. 5 Gallon replacement
plants (material &
labor)
$52/each

$54/each $56/each Upon request

9. 1 Gallon replacement
plants (material &
labor)
$28/each $29/each

$30/each

Upon request
Amendment No. 1
Contract Number 10167

Page 5 of 5 ends

10. Blue Lot weed
abatement & dead
ve
getation clean up
$11,000 $11,330 $11,670 Upon request

11. Red Lot weed
abatement & dead
ve
getation clean up
$11,000 $11,330 $11,670 Upon request

Additional Tree Service as per Request*** Invoiced after completion as needed

12. Tree Trimming (15ft
and above)
$1400

$1442 $1485 Upon request

A. The pricing includes all costs, taxes, shippi ng, handling, and prevailing wages being paid for all labor in connection with the Services as required by Applicable Law. Any and all costs that exceed the above pricing, including taxes, shipping, handling, and any subcontractor cost s, will be at Contractor’s sole expense and Contractor will have no right to invoice Stadium Manager or any third-party for any additional costs incurred by Contractor in the performance of the Services under this Agreement.

C. Contractor will comply with the pric ing requirements set out in this Agreement.

Budget
The breakdown of agreement not to exceed amount for the four year period is as follows:

Total not to exceed amount for four years: $250,000
 Year One – 4/19/23 through 3/31/24 - $68,000
 Year Two – 4/1/24 through 3/31/25 - $70,000
 Year Three – 4/1/25 through 3/31/26 - $72,000
 Year Four – 4/1/26 through 3/31/26 - $40,000

Date: Februar y 18, 2026

To: Executive Director
Santa Clara Stadium Authority

From: Procurement Department
Fort
y Niners Stadium Management Company LLC

Subject: Recommendation for Award fo r Gachina Landscape Management Contract Amendment

Recommendation:

1. Recommend approval for Stadium Manager to execute the first amendment with Gachina Landscape Management for landscaping maintenance services at Levi’s Stadium to extend the term of the agreement from April 1, 2026 to March 31, 2027, for the fourth contract year with a not-to-exceed amount of $40,000. The total aggregated contract amount shall not-to-exceed $250,000. Amendment shall update the agreement to include a termination for convenience clause, allowing the Stadium Manager to terminate the agreement with thirty (30) calendar days’ advance notice to the contractor.

Background:

On April 18, 2023, the SCSA Board approved Stadium Manager’s request to establish a three-year agreement with Gachina Landscape Management (Gachina) to provide landscaping maintenance services with an option to renew for two one-year periods. The initial term of the agreement was from April 19, 2023 through March 31, 2026, with an aggregate not-to-exceed amount of $210,000 over the three-year period.

Stadium Manager provides management services for Levi’s Stadium on a continual, year round basis, including overseeing the day-to-day operations and maintenance.

Landscaping services are essential to maintain the stadium in the required condition as a world-class venue. These services ensure the facility remains in optimal condition for daily staff activities and events.

Stadium Manager is currently finalizing a formal competitive solicitation process to select a provider for the next contract term. Proposals were received on December 3, 2025, and evaluations are expected to conclude in mid-February. A recommendation for an award is anticipated to be submitted to the SCSA Board by the end of March or early April 2026.

Initially, Stadium Manager sought a month-to-month extension to maintain continuity through the solicitation process. However, Gachina would not accept a month-to-month

STADIUM

FORTY NINERS STADIUM MANAGEMENT COMPANY

agreement. To ensure the stadium does not have a lapse in service, Stadium Manager recommends exercising the one-year option.

The amendment will incorporate a termination for convenience clause. This allows Stadium Manager to terminate the agreement with thirty (30) calendar days’ advance notice to the contractor. This approach ensures business continuity and provides the necessary coverage overlap in the event of a vendor transition.

Fiscal Impact:

The cost for landscaping maintenance services is covered in the proposed FY26/27 SCSA Budget, Engineering Department budget, as a shared expense.

4900 Marie P. DeBartolo Way I Santa Clara, CA 95054
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-315 Agenda Date: 3/24/2026

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on an Amendment No. 1 to the Agreement with West Coast Turf for the Supply, Delivery, and Installation of Sod for the Field at Levi’s Stadium to Extend the Term by One Year, Increase the Total Agreement Amount, Update the Compensation and Fee Schedule, and Delegate Authority to the Executive Director for Future Amendments

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.…” In 2023, the Stadium Manager implemented a Request for Proposals (RFP) process and received one proposal from West Coast Turf. At the time, the Stadium Manager communicated that a number of potential suppliers were contacted; however, the type of sod and method to grow and maintain it prior to installation required by the Stadium Manager is generally not offered by many sod providers.

The Stadium Manager determined West Coast Turf to be within the competitive range in each of the evaluation ranges after the initial evaluation and conducting business, legal, and cost clarification meetings with the vendor.

On April 4, 2023, the Stadium Authority Board approved the Stadium Manager’s request to execute an agreement with West Coast Turf to supply and deliver sod and related installation services at Levi’s Stadium for a three-year period beginning April 1, 2023 through March 31, 2026, in an amount not exceed $1,600,000 per contract year for a total not to exceed amount of $4,800,000 over the three-year period, subject to budget appropriations (Agreement) (Attachment 1). The Stadium Authority Board also authorized the Executive Director to approve the Stadium Manager’s exercise of the option to extend the agreement with the same basic terms and conditions for two additional one- year periods, subject to budget appropriations.

To ensure continuity of the delivery and supply of sod and related installation services in advance of the initial three-year term expiring on March 31, 2026, the Stadium Manager is requesting approval of the following actions related to the Agreement with West Coast Turf:

1. Approve and authorize the Stadium Manager to execute an Amendment No. 1 to the Agreement with West Coast Turf to increase the maximum compensation by $1,600,000 to cover services from April 1, 2026 to March 31, 2027.

2. Authorize the Executive Director to approve future amendments to the Agreement to exercise the final one-year option for the fifth contract year and increase the not-to-exceed amount by City of Santa Clara Printed on 3/20/2026Page 1 of 6
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26-315 Agenda Date: 3/24/2026
$1,680,000 to cover services from April 1, 2027 to March 31, 2028 and increase the compensation and fee schedule to reflect rate increases not to exceed 5% over the prior year upon providing reasonable justification of rate increases, all subject to the same basic terms and conditions and budget appropriations.

3. Authorize the Executive Director to approve future amendment to the Agreement, under the same basic terms and conditions, for a period not to exceed six months beyond the fifth contract year through September 30, 2028 and increase the not-to-exceed amount by $840,000 to cover up to six months of services and increase the compensation and fee schedule to reflect rate increases not to exceed 5% over the prior year upon providing reasonable justification of rate increases, provided the Stadium Manager is engaged in an active competitive solicitation process and subject to budget appropriations. This extension is intended to support the transition to a recommended contractor and maintain continuity of business.

4. The total not-to-exceed maximum compensation for the Agreement, inclusive of all contract years and the six-month extension period, shall not exceed $8,920,000.

The Stadium Manager’s request for an Amendment No. 1 to the Agreement with West Coast Turf to extend the agreement by one additional year to cover services from April 1, 2026 to March 31, 2027 is within the Executive Director’s delegated authority to approve. However, the requested Amendment No. 1 includes an increase to the total agreement amount, an updated compensation and fee schedule as reflected in Exhibit B-2 and Schedule A-1, and additional delegation of authority to the Executive Director for future amendments related to contract year five and the six-month extension period require additional Stadium Authority Board action. As such, it is being presented to the Stadium Authority Board for approval.

A Recommendation Memo was submitted describing the Stadium Manager’s request in more detail (Attachment 3).

DISCUSSION
The Stadium Manager has a continued need for sod supply, delivery, and installation to maintain a safe, high-quality playing surface at Levi’s Stadium for both Non-NFL and NFL events. The vendor performs nearly five full field replacements per year. In their Recommendation Memo, the Stadium Manager noted it is critical that a single, experienced vendor provides all services, as they control sod cultivation and possess detailed knowledge of the stadium’s field system, ensuring consistency, performance, and accountability. By exercising the first of two one-year extension options, Stadium Manager will ensure continuity with West Coast Turf and maintain quality field surfaces.

As noted above, the Executive Director has delegated authority to approve the Stadium Manager’s exercise of its option to extend the agreement with the same basic terms and conditions for two additional one-year periods, subject to budget appropriations. As the delegated authority did not cover increases to the agreement amount, and updates to the compensation and fee schedule, the requested Amendment No. 1 and requested delegation to the Executive Director for the fifth contract year and six-month extension period are provided for approval.

The rate increases under Exhibit B-2 and Schedule A-1 were reasonable and reflective of the regional Consumer Price Index (CPI). Staff noticed the inclusion of a new line item for Ready Play Grass (Sod Grown on Plastic) and followed up with the Stadium Manager for more information. The Stadium Manager explained that Ready Play Grass is West Coast Turf’s proprietary name for the City of Santa Clara Printed on 3/20/2026Page 2 of 6
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26-315 Agenda Date: 3/24/2026
existing Sod Grown on Plastic service, which was already included in the agreement’s scope of work.

The Stadium Manager confirmed that the current pricing rate for contract year four will provide just under five full field replacements. Sod services are charged to the Stadium Authority for Non-NFL Events and split 30/70 between the Stadium Authority and StadCo, respectively, for Shared Stadium Expenses as a Groundskeeping expense per the Stadium Lease between the Stadium Authority and StadCo. The Stadium Manager currently does not anticipate any charges to FY 2026/27 Non-NFL Event expenses for field replacements; however, that may change as the Non-NFL Event calendar is updated. Additionally, the Stadium Manager has shared that the exact amount allocated to Shared Stadium Expenses for FY 2026/27 is currently unknown due to various factors, including installation days and grass age.

To ensure efficiencies through administrative approval, which was intended through the original request for approval of the Agreement with West Coast Turf, the Stadium Manager is also requesting the Stadium Authority Board to delegate authority to the Executive Director for future amendments, specifically to: 1) approve future amendments to the Agreement to exercise the final one-year option for the fifth contract year, increase the not-to exceed amount by $1,680,000 (reflective of a 5% increase) to cover services from April 1, 2027 to March 31, 2028, and increase the compensation and fee schedule to reflect rate increases not to exceed 5% over the prior year upon providing reasonable justification of rate increases, all subject to the same basic terms and conditions and budget appropriations, and 2) approve future amendment to the Agreement, under the same basic terms and conditions, for a period not to exceed six months beyond the fifth contract year through September 30, 2028 and increase the not-to-exceed amount by $88,200 (reflective of a 0% increase) to cover up to six months of services and increase the compensation and fee schedule to reflect rate increases not to exceed 5% over the prior year upon providing reasonable justification of rate increases, provided the Stadium Manager is engaged in an active competitive solicitation process and subject to budget appropriations. This extension is intended to support the transition to a recommended contractor and maintain continuity of business. The total not-to-exceed maximum compensation for the Agreement, inclusive of all contract years and the six-month extension period, shall not exceed $8,920,000.

Table 1 below provides a summary of the costs under the agreement.

Table 1 - Cost Summary
Description Amount
Initial Three-Year Term (4/1/23 - 3/31/26) $4,800,000
Optional Year 4 (4/1/26 - 3/31/27) $1,600,000
Optional Year 5 (4/1/27 - 3/31/28) $1,680,000
6-Month As-Need Extension Period (4/1/28 - 9/30/28) $840,000 Total Not-to-Exceed Maximum Compensation $8,920,000
Optional Years 4 and 5 assume an annual increase of 5%. The Stadium Manager has provided the following reason for the increased agreement amounts that reflect a 5% increase and maximum 5% for rate increases, “This percentage is based on the potential rate increases exceeding the prior year fees given the overall lack of market certainty due to current economic and political factors.” The Stadium Manager or vendor is responsible for providing reasonable justification for any rate City of Santa Clara Printed on 3/20/2026Page 3 of 6
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increases for future amendments. If the Stadium Manager’s requests are approved, the Executive Director will have delegated authority to approve such rate increases, up to 5%, and any higher rate will have to go to the Stadium Authority Board for additional approval. The Stadium Manager will be responsible for managing expenditures throughout the term of the agreement based on operational needs, provided the overall maximum compensation is not exceeded. This approach allows for continued Stadium Authority oversight, while streamlining the approval process for future amendments.

Based on the review of the Stadium Manager’s request, the agenda reports and Stadium Authority Board actions related to the approval of the original Agreement with West Coast Turf, and the draft Amendment No. 1, staff recommends approval of the Stadium Manager’s requests related to the Agreement with West Coast Turf to continue the supply, delivery, and installation of sod for the field at Levi’s Stadium with minor modifications - with respect to the recommendation to approve Amendment No. 1, include reference of the updated compensation and fee schedule; and with respect to the recommendations related to the amendments for the fifth contract year and additional six month extension, update the word “increase” to “adjust” regarding the compensation and fee schedules. For clarity, the Executive Director will have delegated authority to approve rate increases of up to 5%, subject to the maximum compensation.

The Stadium Authority Counsel’s Office has reviewed the requested Amendment No. 1 for comparison to the Stadium Authority’s customary language. Nothing in the proposed Amendment No. 1 or Agreement changes the Stadium Authority’s rights under the Management Agreement and specifically with respect to any dispute that may arise from the Stadium Manager’s obligations under the Management Agreement.

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.

Additionally, the action being considered is exempt from the CEQA pursuant to CEQA Guidelines section 15061(b)(3) as the activity is covered by the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA.

FISCAL IMPACT
The requested Amendment No. 1 to the Agreement with West Coast Turf will increase the agreement’s total not-to-exceed amount by $1,600,000, from $4,800,000 to $6,400,000 over the four- City of Santa Clara Printed on 3/20/2026Page 4 of 6
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year term. Future amendments to the agreements, as requested through delegated authority to the Executive Director for approval, may increase the agreement’s total not-to-exceed amount to $8,920,000 through September 30, 2028.

While the Stadium Manager has stated that the exact amount is currently unknown for Shared Stadium Expenses due to various factors, including installation days and grass age, there are sufficient funds in the FY 2026/27 Shared Stadium Expenses Groundskeeping line item to cover Stadium Authority’s thirty percent (30%) of the agreement costs for contract year four should the contract amount be used entirely for Shared Stadium Expenses (up to $480,000).

At this time, the Stadium Manager does not anticipate any charges to FY 2026/27 Non-NFL Event expenses for field replacements; however, that may change as the Non-NFL Event calendar is updated. The Stadium Authority FY 2026/27 Non-NFL Events Budget only contains a net profit line item so such costs, if field replacements are provided for any unanticipated major Non-NFL Events, will be built into the projected net revenues from Non-NFL Events for the fiscal year.

As the requested action for the fifth contract year and six-month extension period covers FY 2027/28 and FY 2028/29, those agreement amendments will be subject to future budget appropriations.

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

RECOMMENDATION

1. Approve and authorize the Stadium Manager to execute an Amendment No. 1 with West Coast Turf for supply, delivery, and installation of sod services at Levi’s Stadium to increase the maximum compensation by $1,600,000 to cover services from April 1, 2026 to March 31, 2027 and update the compensation and fee schedule to reflect Exhibit B-2 and Schedule A-1;

2. Authorize the Executive Director to approve future amendment to the Agreement with West Coast Turf to exercise the final one-year option for the fifth contract year, increase the not-to-exceed amount by $1,680,000 to cover services from April 1, 2027 to March 31, 2028, and adjust the compensation fee schedule to reflect rate increases not to exceed 5% upon providing reasonable justification of rate increases, all subject to the same basic terms and conditions and budget appropriations;

3. Authorize the Executive Director to approve future amendment to the Agreement with West City of Santa Clara Printed on 3/20/2026Page 5 of 6
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Coast Turf, under the same basic terms and conditions, for a period not to exceed six months beyond the fifth contract year through September 30, 2028, increase the not-to-exceed amount by $840,000 to cover up to six months of services, and adjust the compensation and fee schedule to reflect rate increases not to exceed 5% over the prior year upon providing reasonable justification of rate increases, provided the Stadium Manager is engaged in an active competitive solicitation process and subject to budget appropriations; and

4. The total not-to-exceed maximum compensation for the Agreement, inclusive of all contract years and the six-month extension period, shall not exceed $8,920,000.

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

ATTACHMENTS

1. Agreement with West Coast Turf

2. Draft Amendment No. 1 to Agreement with West Coast Turf

3. Stadium Manager’s Recommendation Memo
City of Santa Clara Printed on 3/20/2026Page 6 of 6
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Contract No: 10166
1 LEVIS STADIUM GENERAL SERVICES AGREEMENT

BY AND BETWEEN

STADIUM MANAGER
AND

WEST COAST TURF
This Agreement for the Performance of Services (Agreement) is made and entered into on April 1, 2023 (Effective Date) by and between WEST COAST TURF, a California corporation with its principal place of business at 42-540 Melanie Pl., Palm Desert, CA 92211 (Contractor), and the FORTY NINERS STADIUM MANAGEMENT COMPANY LLC, a Delaware limited liability company (Stadium Manager), with its principal place of business at 4900 Marie P. DeBartolo Way, Santa Clara, CA 95054. Stadium Manager and Contractor may be referred to individually as a Party or collectively as the Parties or the Parties to this Agreement.

E. Pursuant to the Stadium Management Agreement, the Stadium Manager is required to maintain and operate the Stadium and areas surrounding the Stadium, and, accordingly, desires to secure the general services generally consisting of sod delivery and installation services as more fully described in Exhibit A, entitled Scope of Services (the Services), attached hereto and incorporated herein by this reference.

DocuSign Envelope ID: 127AC33A-5FCA-4ED7-BB2F-CEEE734F2370 Contract No: 10166
2 F. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses / certifications / permits, and desire to provide the Services which meet objectives and requirements of Stadium Manager.

TERMS

1. DEFINITIONS.

C. Default Rate: shall mean a rate per annum equal to the lesser of (i) fifteen percent (15.0%) and (ii) the maximum non-usurious rate permitted by applicable law.

If this Agreement expires or terminates on a date other than March 31 of a particular year, there shall be a partial last Fiscal Year ending on the date of such termination.

E. Hazardous Substance: shall mean, as of any date: (a) any petroleum or petroleum products, flammable explosives, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, and transformers or other equipment that contain dielectric fluid containing polychlorinated biphenyls (PCBs); (b) any chemicals or other materials or substances which as of such date are defined as or included in the definition of hazardous substances, hazardous wastes, hazardous materials, extremely hazardous wastes, restricted hazardous wastes, toxic substances, toxic pollutants, contaminants, infectious wastes, pollutants or words of similar import under any environmental law; and (c) any other chemical or other material or substance, DocuSign Envelope ID: 127AC33A-5FCA-4ED7-BB2F-CEEE734F2370 Contract No: 10166
3 exposure to which or use of which as of such date is prohibited, limited or regulated under any environmental law.

F. Person: shall mean any individual, corporation, partnership, limited liability company, association, trust or other entity whatsoever.

2. EMPLOYMENT OF CONTRACTOR.

Stadium Manager hereby employs Contractor to perform the Services. Stadium Manager shall pay for all such Services which are consistent with the terms of this Agreement.

3. SERVICES TO BE PROVIDED.

A. The Recitals above and all of the exhibits and schedules referenced in this Agreement are attached and are incorporated herein by this reference.

G. Notwithstanding the foregoing, and subject to any restrictions imposed by the Authority, including pursuant to the Stadium Lease and Stadium Management Agreement, the Stadium Manager and its designated agents reserve the right of access to all areas that Contractor is permitted to access, use and occupy hereunder for purposes of operating, inspecting, maintaining and repairing the Stadium (and all improvements therein or thereon) and for the purpose of determining whether the terms, covenants and conditions contained in this Agreement are being fully and faithfully observed and performed by DocuSign Envelope ID: 127AC33A-5FCA-4ED7-BB2F-CEEE734F2370 Contract No: 10166
4 Contractor. Use of any space or property that Contractor is permitted to access, use and occupy hereunder for purposes other than the operations to be conducted under this Agreement, without prior written approval of Stadium Manager in its sole discretion, is prohibited. Contractor shall not interfere with any other contractor, licensee or employee of the Authority, Stadium Manager or any other person working at the Stadium.

4. COMMENCEMENT OF SERVICES.

5. QUALIFICATIONS OF CONTRACTOR STANDARD OF WORKMANSHIP.

6. TERM OF AGREEMENT.

The term of this Agreement (the Term) shall begin on the Effective Date and terminate on March 31, 2026 provided however, if this Agreement extends beyond a single fiscal year, the Term for subsequent fiscal years shall be conditioned upon approval of the Authority budget for the applicable fiscal year that includes the amounts due under this Agreement. All Services contained herein shall be completed prior to the end of the Term of this Agreement. Subject to the prior approval of the Stadium Authority, Stadium Manager shall have the option, in its sole discretion, to extend the Term for two additional one (1) year periods by notifying Contractor in writing of Stadium Manager's desire to exercise said option prior to the expiration of the then-current Term.

7. WARRANTY.

8. PERFORMANCE OF SERVICES.

A. Contractor shall perform all Services in an efficient and expeditious manner and shall work closely with and be guided by Stadium Manager. Contractor shall be as fully responsible to Stadium Manager 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 DocuSign Envelope ID: 127AC33A-5FCA-4ED7-BB2F-CEEE734F2370 Contract No: 10166
5 persons directly employed by it. Contractor will perform all Services in a safe manner and in accordance with all Applicable Laws and safety regulations, the policies and procedures issued by the Stadium Manager relating to the Services, the general operating procedures of the Authority, and any and all other applicable rules, regulations, policies and directives established or implemented by the Authority and/or Stadium Manager, the designees of either of them, or the NFL, from time to time, including scheduling rules, regulations and policies, related to the use or operation of the Stadium (collectively, Stadium Policies).

E. In the event that Contractor fails to obtain or maintain in full force and effect any material license or permit necessary for the performance of the Services, including upon a suspension applicable to an Event or revocation thereof, (a) Stadium Manager shall have the right (but no obligation) to perform or have another Person perform the applicable obligation without compensation to Contractor and, whether or not Stadium Manager exercises that right or its termination rights, Contractor shall be responsible to Stadium Manager for the loss of income and all other damages, including consequential and special damages, suffered by Stadium Manager as the result of Contractors breach of this Agreement, including any loss of income; and (b) Contractor shall be considered in material DocuSign Envelope ID: 127AC33A-5FCA-4ED7-BB2F-CEEE734F2370 Contract No: 10166
6 breach of this Agreement, and Stadium Manager may, in addition to any other rights or remedies it may have, immediately terminate this Agreement.

DocuSign Envelope ID: 127AC33A-5FCA-4ED7-BB2F-CEEE734F2370 Contract No: 10166
7 H. Contractors acknowledges and agrees that Services performed under this Agreement shall not create any right of lien for Contractor at the Stadium, which is a publicly owned building.

I. If required by Applicable Laws, Contractor shall file a payment bond for one hundred percent of the total amount payable hereunder with and approved by Stadium Manager.

9. MONITORING OF SERVICES.

10. CORRECTION OF SERVICES.

11. RESPONSIBILITY OF CONTRACTOR.

D. Personnel.
i. Contractor shall hire, employ, train, supervise and discipline any and all persons necessary to provide the Services in accordance with the terms of this Agreement DocuSign Envelope ID: 127AC33A-5FCA-4ED7-BB2F-CEEE734F2370 Contract No: 10166
8 and shall use its best efforts to ensure that its employees continually practice the high standards of safety, courtesy and service customarily followed in the conduct of a first-class operation. Contractor shall use its best efforts to select qualified, competent and trustworthy employees. Any and all persons who furnish services under this Agreement, whether or not employed by Contractor prior to the Effective Date, are exclusively employees, subcontractors and/or non-affiliated third parties employed by Contractor and are not employees of the Authority, the City, StadCo or Stadium Manager. Such persons furnishing services under this Agreement shall be subject to appearance standards mutually acceptable to the parties hereto and as permitted by Applicable Laws, and shall wear, at all times while working at the Stadium, neat and clean uniforms provided by Contractor and approved by Stadium Manager. Such uniforms shall bear such lettering and insignia (including the name and logo of the Stadium, the Stadium naming rights sponsor, if required, and the location of the employee's assignment ( e.g., a Club or Suite area)) as Stadium Manager may require and shall be of a design reasonably satisfactory to Stadium Manager. Contractor shall cause its employees to conduct themselves in a professional and courteous manner, and not to unreasonably disturb or interfere with Events. Contractor shall at all times maintain accurate records of the names, addresses, employment history and other legal identification of those to whom Contractor issues employee badges, uniforms or other identifying items to ensure the proper identification and legal working status of Contractor's employees at the Stadium. Contractor shall conduct such background and other security screening checks on its employees as Stadium Manager shall reasonably request from time to time and shall not knowingly hire any person who has been previously terminated by the Authority, StadCo, Stadium Manager or any of their respective Affiliates or contractors. Upon Stadium Manager's request, and so long as any such action shall not be contrary to law, Contractor shall immediately remove from the Stadium any employee, agent, contractor or invitee of Contractor and permanently revoke such person's access credentials.
ii. Intentionally Left Blank.
iii. Contractor shall conduct regularly scheduled employee training programs appropriate to the Services provided, including any programs specifically requested by Stadium Manager, for all of its employees working in the Stadium (the Employee Training Programs). The Employee Training Programs will be mandatory for all employees, agents and any subcontractors of Contractor and, at a minimum, will include customer service, guest interaction, security procedures and specific job skills training, and will be conducted in such frequency as may be approved or directed by Stadium Manager. Contractor shall cause all Employee Training Programs to be periodically reviewed (no less frequently than annually) and updated to the extent necessary to maintain the standard of service requested by Stadium Manager. All employees of Contractor shall also be required to attend such policy and procedures training sessions as may be held by the Stadium Manager, as well as the Stadium orientation tour and training conducted by the Stadium Manager. Contractor shall not permit any employee, agent or subcontractor to work at an Event prior to his or her completion of the prescribed training sessions and Employee Training Programs.
iv. Contractor shall promptly notify Stadium Manager upon voluntary or involuntary termination of employment of its employees or contractors and ensure that each such terminated individual is denied further access to the Stadium. In no event shall the Authority, the City, StadCo or Stadium Manager be liable, and Contractor shall indemnify, protect, and hold the Authority, the City, StadCo and Stadium Manager harmless, for Contractor's record keeping (or lack of record keeping), including the legal identification and working status of Contractor's employees and DocuSign Envelope ID: 127AC33A-5FCA-4ED7-BB2F-CEEE734F2370 Contract No: 10166
9 subcontractors, or for any other matters relating to Contractor's employees or subcontractors.

12. COMPENSATION AND PAYMENT.

13. TERMINATION OF AGREEMENT.

DocuSign Envelope ID: 127AC33A-5FCA-4ED7-BB2F-CEEE734F2370 Contract No: 10166
10 C. If the Stadium is destroyed or otherwise rendered unusable for more than thirty (30) days for any reason (a Casualty Event), Stadium Manager shall give Contractor a notice within ninety (90) days after the Casualty Event stating that whether the Authority intends to rebuild or restore the Stadium. If the notice states that the Authority will not rebuild or restore the Stadium, this Agreement shall be terminated. If the notice states that the Authority intends to rebuild or restore the Stadium, the Parties obligations hereunder shall be abated during that period. If such notice states that the Authority reasonably believes that it will take longer than two (2) years to restore or rebuild the Stadium or, if a shorter amount of time, such amount of time is longer than the remainder of the Term, either party shall have the option of terminating this Agreement by written notice to the other at any time within one hundred and eighty (180) days after Stadium Manager gives such notice, and such termination shall be effective one hundred twenty (120) days after the other partys receipt of such notice. Contractor shall not be entitled to any monetary or other damages or compensation from Stadium Manager in the event of a Casualty Event.

14. NO ASSIGNMENT OR SUBCONTRACTING OF AGREEMENT.

DocuSign Envelope ID: 127AC33A-5FCA-4ED7-BB2F-CEEE734F2370 Contract No: 10166
11 15. NO THIRD-PARTY BENEFICIARY.

16. INDEPENDENT CONTRACTOR.

17. NO PLEDGING OF STADIUM MANAGERS CREDIT.

18. CONFIDENTIALITY OF MATERIAL.

19. NO USE OF STADIUM MANAGER NAME OR EMBLEM.

20. OWNERSHIP OF MATERIAL.

All material, including information developed on computer(s), which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports, and other material developed, collected, prepared, or caused to be prepared under this Agreement shall be the property of Stadium Manager, but Contractor may retain and use copies thereof. Stadium Manager shall not be limited in any way or at any time in its use of said material. However, Contractor shall not be responsible DocuSign Envelope ID: 127AC33A-5FCA-4ED7-BB2F-CEEE734F2370 Contract No: 10166
12 for damages resulting from the use of said material for work other than the Services, including, but not limited to, the release of this material to third parties.

21. RIGHT OF STADIUM MANAGER TO INSPECT RECORDS OF CONTRACTOR.

22. FAIR EMPLOYMENT.

23. HOLD HARMLESS/INDEMNIFICATION.

DocuSign Envelope ID: 127AC33A-5FCA-4ED7-BB2F-CEEE734F2370 Contract No: 10166
13 24. INSURANCE REQUIREMENTS.

25. AMENDMENTS.

This Agreement may be amended only with the written consent of both Parties.

26. INTEGRATED DOCUMENT.

27. SEVERABILITY CLAUSE.

29. NOTICES.

All notices to the Parties shall, unless otherwise requested in writing, be sent to Stadium Manager addressed as follows:

Attention: Francine Hughes, EVP and General Manager
Address: Forty Niners Stadium Management Company LLC
4900 Marie DeBartolo Way
Santa Clara, CA 95054

With a copy to: Legal Affairs
Forty Niners Stadium Management Company LLC
4949 Marie P. DeBartolo Way
Santa Clara, CA 95054

And to Contractor as follows:

Attention: West Coast Turf
Address: Mel Williams, Vice President
Greg Dunn, Sales Manager Northern California
PO Box 4563
Palm Desert, CA 92261

If notice is sent via email, a signed, hard copy of the material shall also be mailed. The workday the email was sent shall control the date notice was deemed given if there is a computer-generated confirmation of DocuSign Envelope ID: 127AC33A-5FCA-4ED7-BB2F-CEEE734F2370 Contract No: 10166
14 receipt returned to the sender on the date of transmission. An email transmitted after 1:00 p.m. on a Friday shall be deemed to have been transmitted on the following Monday.

30. CAPTIONS.

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

31. LAW GOVERNING CONTRACT AND VENUE.

32. DISPUTE RESOLUTION.

C. The costs of mediation shall be borne by the Parties equally.

33. COMPLIANCE WITH ETHICAL STANDARDS.

34. CONFLICT OF INTERESTS.

This Agreement does not prevent either Party from entering into similar agreements with other parties. To prevent a conflict of interest, Contractor certifies that to the best of its knowledge, no Stadium Manager, StadCo, Team, Authority, or City officer, employee, or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code DocuSign Envelope ID: 127AC33A-5FCA-4ED7-BB2F-CEEE734F2370 Contract No: 10166
15 Section 87100 and following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise Stadium Manager if a conflict arises.

35. LABOR COMPLIANCE REQUIREMENTS.

C. Contractor is advised that eight (8) hours labor constitutes a legal days work. Pursuant to Section 1813 of the California Labor Code, Contractor shall forfeit a penalty of $25.00 per worker for each day that each worker is permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week, except when payment for overtime is made at not less than one and one half (1 1/2) times the basic rate for that worker.

D. Contractor and each subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by him or her in connection with the public work. The payroll records shall be certified and shall be available for inspection at all reasonable hours at the principal office of Contractor in the manner provided in Labor Code Section 1776. In the event of noncompliance with the requirements of this Section, Contractor shall have 10 days in which to comply subsequent to receipt of written notice specifying in what respects such Contractor must comply with this Section. Should noncompliance still be evident after such 10-day period, Contractor shall, as a penalty to Stadium Manager, forfeit not more than $100.00 for each calendar day or portion thereof, for each worker, until strict compliance is effectuated. The amount of the forfeiture is to be determined by the Labor Commissioner. A contractor who is found to have violated the provisions of law regarding wages on public works with the intent to defraud shall be ineligible to bid on public works contracts for a period of one to three years as determined by the Labor Commissioner. Upon the request of the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement, such penalties shall be withheld from progress payments then due. The responsibility for compliance with this Section is on Contractor. The requirement to submit certified payroll records directly to the Labor DocuSign Envelope ID: 127AC33A-5FCA-4ED7-BB2F-CEEE734F2370 Contract No: 10166
16 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.

G. It shall be Contractors 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. i. Division of Apprenticeship Standards (DAS) 140 Form (applicable if the compensation paid or to be paid to Contractor 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 Contractors first application for payment for Services performed under this Agreement or ten (10) days of Agreement execution.
ii. DAS 142 Form (applicable if the compensation paid or to be paid to Contractor 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 its first application for payment for Services involving an 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 Services involving an apprenticeable craft or trade classification not covered under the first application for payment. iii. California Apprenticeship Council (CAC) Form CAC-2; Training Fee Contributions (applicable if the compensation paid or to be paid to Contractor 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 DocuSign Envelope ID: 127AC33A-5FCA-4ED7-BB2F-CEEE734F2370 Contract No: 10166
17 and/or confirmation of payment to a valid union trust fund with each application for payment submitted to Stadium Manager.
iv. 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 records is true and correct. For the period covered by any application for payment in which Contractor and its subcontractors did not perform Services, 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 provision and applicable law.
v. 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 Services covered by any application for payment. All Fringe Benefit Statements must be submitted with the application for payment to which each applies.
vi. Demand for Compliance Records. At any time during or subsequent to the full performance of the Services under this Agreement and in addition to the obligations set forth above, Stadium Manager and/or the 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 Authority, prior to full release of payment. vii. 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.

[Signatures continued on next page]
DocuSign Envelope ID: 127AC33A-5FCA-4ED7-BB2F-CEEE734F2370 Contract No: 10166
18 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly appointed representatives as of the Effective Date.

STADIUM MANAGER:

FORTY NINERS STADIUM MANAGEMENT COMPANY LLC

By:_________________________________

Name: Peter Wilhelm

Title: Chief Financial Officer

CONTRACTOR:

WEST COAST TURF

By:_________________________________

Name: Mel Williams

Title: Vice President

DocuSign Envelope ID: 127AC33A -5FCA-4ED7-BB2F-CEEE734F2370 G
DocuSigned by:
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Contract No: 10166
19 EXHIBIT A

SCOPE OF SERVICES
Contractor shall provide the following services at the Stadium during the Term, as directed by Stadium Manager:

A. Overview
a. Contractor will provide Stadium Manager the supply, delivery, and installation of sod for the playing field at the Stadium, as specified in this Exhibit A (Scope of Services) and at the rates contained in Exhibit B (Compensation and Fees), both of which are attached and incorporated into this Agreement, for Levis Stadium for a multiyear period beginning on April 1, 2023 through March 31, 2026, as requested by Stadium Manager. b. Contractor will perform the Services, including the installation and delivery of sod, at Levis Stadium located at 4900 Marie P. DeBartolo Way in Santa Clara, CA 95054. c. The Parties shall mutually agree upon the time and date for Contractor or a subcontractor of Contractor to perform and complete the Services at the Stadium prior to the expiration of the Term.
d. Contractor must adhere to the prevailing wage and reporting requirements referenced in Exhibit F (Prevailing Wage), which is attached and incorporated into this Agreement. e. Any changes to this Agreement, or any attached Exhibit(s), will be made via amendments to this Agreement during the term of this Agreement.
f. Pricing will include: sod, trucking, installation, and labor.

B. General Information
a. Contractor will perform field replacements as requested by Stadium Manager. Typically, there are three (3) field replacements during each calendar year, occurring in the spring, in the late summer, and in December. Field replacements of the grass playing surface shall be up to approximately eighty-two thousand (82,000) square feet. b. Contractor will perform a number of partial field replacements, which may range from twelve-thousand (12,000) square feet to thirty-six thousand (36,000) square feet. Partial field installations for various events, like logo replacements, typically occur during December and early January.
c. Contractor acknowledges and agrees that:
i. The dates and timing referenced above are only estimates; ii. Stadium Manager shall not have any minimum requirements for annual services or any minimum for a specific project; and,
iii. The actual schedule for field replacement is dependent on factors that cannot be predicted in advance, such as: weather, the number of events at the stadium, and wear and tear on the field.

DocuSign Envelope ID: 127AC33A-5FCA-4ED7-BB2F-CEEE734F2370 Contract No: 10166
20 d. Contractor will perform the Services as requested by Stadium Manager. Typically, Stadium Manager will schedule the work at least thirty (30) days in advance; however, Contractor acknowledges and agrees that there will be certain instances when Contractors Services are required on forty-eight (48) hours notice.

C. Scope of Work for Stadium Field Installation and Sod a. Contractor shall provide Stadium Manager custom grown Hybrid Tifway II Bermuda Grass, grown on plastic, of up to approximately eighty-two thousand (82,000) square feet for each field installation. Contractor will ensure that the sod will be overseeded with ryegrass if installed between November 15 and January 15, or as requested by the Stadium Manager. Depending on field and/or weather conditions at the Stadium at any specific time or other sod advances or improvements, Stadium Manager and Contractor may mutually agree upon revised or adapted sod variants in lieu of Hybrid Tifway II Bermuda Grass, grown on plastic, for any specific field replacement at the Stadium. b. Contractor shall be responsible for delivery and unloading of the sod rolls, transporting them in to the stadium, and completing the installation process in accordance with best practices applicable to professional sports fields.
c. Contractor must ensure that sod is delivered weed-, insect- and disease-free. Contractor must transport the sod in a manner to protect the sod rolls. Contractor must ensure that sod rolls are not overly wet or dry upon delivery.
d. Contractor will provide all materials and labor necessary for the successful supply, delivery, and installation of the sod.

D. Sod Requirements
a. Contractor must ensure that the sod is grown in plastic and has been on plastic for a minimum of nine (9) months before Contractor installs the sod. b. Contractor must ensure the sod is topdressed with USGA spec sand during sod production.
c. Contractor must ensure the sod is a minimum of one-and-a-half inches (1.5) thick two (2) weeks from harvest.
d. Contractor must ensure the sod is a minimum of fifteen (15) pounds per square foot two (2) weeks from harvest.
e. Contractor must ensure the sod is harvested forty-two (42) wide. f. Contractor must ensure the sod does not have any weeds, disease, or insect populations.
g. Contractor must ensure the sod is delivered with limited signs of moisture stress. h. Contractor must ensure the sod does not have excessive signs of black layer. i. Contractor will provide Stadium Manager soil and tissue tests every month before delivery, and Contractor will ensure that any fertility or soil issues are addressed before installation.

DocuSign Envelope ID: 127AC33A-5FCA-4ED7-BB2F-CEEE734F2370 Contract No: 10166
21 j. Contractor must ensure that the sod has a Turf-Tec Shear Vane reading of higher than twenty-five (25) Newton Meters one (1) week out from harvest. k. Stadium Manager will conduct testing of the sod as needed. l. Contractor must be able to install the entire surface in forty-eight hours if single consecutive start to finish completion is required.
m. Contractor must cover the sod rolls during transport on delivery trucks to protect the sod rolls from the elements during transit.

E. Equipment
a. Contractor must provide and use the equipment described in this section as follows:
i. A straight-mast forklift with turf tires with a minimum load capacity of four- thousand five hundred pounds (4,500 lbs.) to be used to off-load sod rolls from delivery trucks to the field at Levis stadium;
ii. Sod harvester producing forty-two inch (42) wide rolls, approximately forty feet (40) long, used at the farm to create sod rolls for transport; iii. Reel mowers to mow fields at the farm;
iv. Fertilizer and pesticide application equipment (e.g., spray rigs, fertilizer spreaders, etc.);
v. Verticutter for thatch management of fields at the farm; vi. Topdresser for addition of top-dressing sand to fields at the farm; vii. Turf rake for turf canopy management of fields at the farm; and, a viii. Minimum of two (2) sod install machines used to lay sod rolls out at Levis Stadium field.

F. Estimated Quantities
a. Typical annual quantity of sod purchased is two-hundred and fifty thousand (250,000) square feet, though quantities will vary based on event schedule, weather, and wear and tear of playing surface.

G. Notification
a. Stadium Manager will notify Contractor with as much notice as possible for work to be done. Typically work is scheduled at least thirty (30) days out, but it is not unusual to give Contractor twenty-four (24) hours notice for specific partial field removal. Based on past events, Contractor can expect that there will be priority orders and a quick turnaround time required for partial field removals, which will occur each year during the term of this Agreement.

H. Pricing
a. Contractor will provide the Services at the rates contained in Exhibit B (Compensation and Fees), which is attached and incorporated into this Agreement. b. Exhibit B will govern all of Stadium Managers compensation and fees due to Contractor under this Agreement.

DocuSign Envelope ID: 127AC33A-5FCA-4ED7-BB2F-CEEE734F2370 Contract No: 10166
22 EXHIBIT B

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

B. The pricing list below set out in Schedule A, which is attached and incorporated into this Agreement, will govern all of Services provided by Contractor to Stadium Manager. Notwithstanding the foregoing, the Parties acknowledge and agree that the pricing listed below may be required to change in accordance with documented changes to applicable law.

C. The pricing below includes cost per square foot, which can be applied to both partial and full field replacements. Any quantities regarding field square footage included in this Agreement or any attached Exhibits are estimated quantities; those quantities are not guaranteed, but can be used as a reference.

Stadium Manager will not be required to use Contractor to service any minimum amount of field square footage.

D. The pricing below includes all costs, taxes, shipping, handling, and prevailing wages being paid for all labor in connection with the Services as required by Applicable Law.

E. Any and all additional costs, including taxes, shipping, handling, and any subcontractor costs, shall be at Contractors sole expense and Contractor shall have no right to invoice Stadium Manager or any third-party for any additional costs incurred by Contractor in the performance of the Services under this Agreement.

F. Budget
Total not to exceed amount for three years: $4,800,000. The breakdown of costs are as follows for the three-year period:

Year One 4/1/23 through 3/31/24 - $1,600,000
Year Two 4/1/24 through 3/31/25 - $1,600,000
Year Three 4/1/25 through 3/31/26 - $1,600,000

DocuSign Envelope ID: 127AC33A-5FCA-4ED7-BB2F-CEEE734F2370 Contract No: 10166
23 SCHEDULE A
Pricing herein is for Custom Grown Tifway II Hybrid Bermuda Grass Grown on plastic (Sod Delivered & Installed between 11/15 - 01/15 to be Overseeded with Perennial Ryegrass).

Item Description Unit Price
All Installations done Monday-Friday will be
billed at:

4/1/23 3/31/24 = $3.70/square foot;
4/1/24 3/31/25 = $3.80/square foot;
4/1/25 3/31/26 = $3.90/square foot.

All installations performed on Saturdays,
Sundays & Prevailing Wage Designated
Holidays will be billed at:
4/1/23 3/31/24 = $3.80/square foot;
4/1/24 3/31/25 = $3.90/square foot;
4/1/25 3/31/26 = $4.00/square foot.

For installations of less than 1,000 square
feet per day, a minimum charge of $3,750
shall apply.

$3,750 minimum charge
Payment bond If a payment bond is required that
would cost 3% of the contract value.

Price Includes: all materials and labor necessary for the supply, delivery and installation of the sod.

Total not to exceed amount for three years: $4,800,000. The breakdown of costs are as follows for the three-year period:

Year One 4/1/23 through 3/31/24 - $1,600,000
Year Two 4/1/24 through 3/31/25 - $1,600,000
Year Three 4/1/25 through 3/31/26 - $1,600,000

DocuSign Envelope ID: 127AC33A-5FCA-4ED7-BB2F-CEEE734F2370 ►
►
►
Contract No: 10166
24 EXHIBIT C

INSURANCE REQUIREMENTS
At all times during the term hereof, Contractor shall keep and maintain in full force and effect the following types of insurance coverage and/or bonds:

2. Automobile liability in the amount of One Million Dollars ($1,000,000) with respect to owned, hired and non-owned vehicles.

5. Umbrella or excess liability insurance in the amount of Two Million Dollars ($2,000,000) providing excess coverage over general liability, auto liability, and employers liability specified above.

DocuSign Envelope ID: 127AC33A-5FCA-4ED7-BB2F-CEEE734F2370 Contract No: 10166
25 EXHIBIT D

ETHICAL STANDARDS FOR CONTRACTORS SEEKING TO ENTER INTO AN AGREEMENT WITH

STADIUM MANAGER
Termination of Agreement for Certain Acts.

A. Stadium Manager may, at its sole discretion, terminate this Agreement in the event any one or more of the following occurs:

DocuSign Envelope ID: 127AC33A-5FCA-4ED7-BB2F-CEEE734F2370 Contract No: 10166
26 B. Stadium Manager may also terminate this Agreement in the event any one or more of the following occurs:

1. Stadium Manager determines that Contractor no longer has the financial capability 4 or business experience5 to perform the terms of, or operate under, this Agreement; or

Contractor will have the burden of proof on the appeal. Contractor shall have the opportunity to present evidence, both oral and documentary, and argument.

5 Loss of personnel deemed essential by Stadium Manager for the successful performance of the obligations of Contractor to Stadium Manager.

DocuSign Envelope ID: 127AC33A-5FCA-4ED7-BB2F-CEEE734F2370

Contract No: 10166
27 EXHIBIT E

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

DIR Registration Number:

Contractor shall maintain a current DIR registration for the duration of the project.

Failure to submit this form or comply with any of the above requirements may result in a finding that the bid is non-responsive.

Name of Contractor
Signature
Name and Title
Dated

6 If the Agreement is exempt from the contractor registration requirements pursuant to the small project exemption under Labor Code Sections 1725.5 and 1771.1, please mark Yes in response to Small Project Exemption. DocuSign Envelope ID: 127AC33A -5FCA-4ED7-BB2F-CEEE734F2370 •
•
•
west coast Turf
1000009410
06/2023
west coast Turf
DocuSigned by:
flul WilLiAA1S
B4DBC09BC22941 E ...

Mel Williams vice President
4/5/2023
X

Contract No: 10166
28 EXHIBIT F
CONTRACTORS CERTIFICATION REGARDING WORKERS COMPENSATION I, the undersigned Contractor, am aware of the provisions of Section 3700 et seq. of the California Labor Code, which require every employer to be insured against liability for Workers Compensation or to undertake self-insurance in accordance with the provisions of the Code, and I, the undersigned Contractor, agree to and will comply with such provisions before commencing the performance of the Services on this Agreement.

Name of Contractor:

By: _________________________
Signature
_________________________
Name (Print)
_________________________
Title (Print)
DocuSign Envelope ID: 127AC33A -5FCA-4ED7-BB2F-CEEE734F2370 west coast Turf
Mel Williams
vice President
Amendment No. 1
Contract Number 10166

Page 1 of 4 ends

City Council and Authorities ConcurrentMarch 24, 2026

City Council and Authorities Concurrent
March 24, 2026