City Council and Authorities Concurrent
March 24, 2026

AMENDMENT NO. 1

TO THE GENERAL SERVICES AGREEMENT
CONTRACT NUMBER 10166

BY AND BETWEEN

FORTY NINERS STADIUM MANAGEMENT COMPANY LLC
AND

WEST COAST TURF

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 West Coast Turf, a California corporation with its pr incipal place of busines s at 42-540 Melanie Pl., Palm Desert, CA 92211 (“Contractor”) shall be effective on April 1, 2026 (“Effective Date”).

Stadium Manager 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 Forty Niners Stadium Management Company LLC And West Coast Turf”, dated April 1, 2023 (“Agreement”), for the purpose of Stadium Manager securi ng services as described in E xhibit A (the “Services”) from Contractor during the 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 pr ovide Services and update the applicable fees for the extended Term, 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, Contractor Compensation and Fees and Schedule A is hereby deleted in its entirety and replaced with Exhibit B-1, Contractor Compensation and Fees, and Schedule A-1, which are attached hereto and incorporated herein by this reference.

3.3 Continuing Effect of Other Provisions. Except as amended by this Amendment No. 1, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 1. From and after the Effective Date of this Amendment No. 1, whenever the term “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 10166

3.4 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.

3.5 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

WEST COAST TURF

Mel Williams
Vice President

Date

Amendment No. 1
Contract Number 10166

EXHIBIT B-1

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 comp letion (and verification of the completion by Stadium Manager) of the Services contained in Exhi bit A (“Scope of Work”) in accordance with the rates specified in Schedule A.

B. The pricing list below set out in Schedule A, wh ich 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 pric ing listed below may be required to change in accordance with documented changes to applicable law.

C. The pricing below includes cost per square foo t, 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, sh ipping, 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 Contractor’s sole expense and Contractor sha ll 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 four years: $6,400,000. The breakdown of costs are as follows for the four-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
Year Four – 4/1/26 through 3/31/27 - $1,600,000

Amendment No. 1
Contract Number 10166

SCHEDULE A-1

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.
4/1/26
– 3/31/27 = $4.00/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.
4/1/26 – 3/31/27 = $4.10/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.

Ready Play Grass
(Sod Grown on Plastic)
All Ready Play Fields Grass fields
older than 18 months in age will accrue
a $0.10 per square foot/ per month
addition in price to be added to install
price at time of installation.

Nursery sod used in the establishment
of Ready Play Grass that has been
grown on imported USGA will have an
additional cost of $0.63/square foot.

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

Total not to exceed amount for four years: $6,400,000. The breakdown of costs are as follows for the four-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
 Year Four – 4/1/26 through 3/31/27 - $1,600,000

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 - West Coast Turf Contract Amendment

Recommendation:

1. Approve and authorize the Stadium Manager to execute an Amendment No. 1 to the Agreement with West Coast Turf (Agreement) 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.

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 $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.

Background:

On April 4, 2023, the SCSA Board approved Stadium Manager’s request to establish a three-year agreement with West Coast Turf for the supply, delivery, and installation of sod for the field at Levi’s Stadium. The agreement includes 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 a not-to-exceed

STADIUM

FORTY NINERS STADIUM MANAGEMENT COMPANY
amount of $1,600,000 per contract year. The Board authorized the Executive to approve the exercise of any option to extend the agreement for up to two additional one-year periods, subject to budget appropriations.

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. 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.

West Coast Turf has now referred to Sod Grown on Plastic (SOP) as Ready Play Grass, which reflects their proprietary name.

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, Groundskeeping Department, as a shared expense. Generally, Stadium Authority is responsible for 30% 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 $840,000 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 $8,920,000, inclusive of all contract years and the six-month extension period.

Description Combine NTE
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-Needed Extension Period (4/1/28-9/30/28) $840,000 Total Not-to-Exceed Maximum Compensation $8,920,000

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-311 Agenda Date: 3/24/2026

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on Amendment No. 2 to the Agreement with KPMG LLP for Auditing and Consulting Services for the Santa Clara Stadium Authority

BACKGROUND
The Credit Agreement, entered into between the Santa Clara Stadium Authority (Stadium Authority), Stadium Funding Trust (FinanceCo), and Goldman Sachs Bank USA on March 28, 2012, requires that the Stadium Authority file audited annual financial statements within 180 days after the end of each fiscal year. It further requires that the financial statements be audited by a nationally recognized independent certified public accounting (CPA) firm selected by the Stadium Authority.

Section 8.3.3 of the Amended and Restated Stadium Lease Agreement (Stadium Lease) between the Stadium Authority and Forty Niners SC Stadium Company LLC (StadCo or Tenant) dated June 19, 2013, requires the Stadium Authority to furnish (or cause the Forty Niners Stadium Management Company LLC to furnish) to the Tenant a Statement of Operations within 90 days following each lease year. The Statement of Operations shall be prepared by a qualified, third party independent certified public accountant selected by Landlord and approved by Tenant, of the following: Stadium Authority Revenue, Tenant's Proportionate Share, Shared Stadium Expenses, the amount of Tenant's payments for Estimated Shared Stadium Expenses, Stadium Authority Expenses, Capital Expenditures, Net Income from Non-NFL Events, and distributions to and from the Operating Expense Reserve, Stadium Capital Expenditure Reserve and Renovation/Demolition Reserve. This reporting requirement was also noted in the Harvey Rose Measure J Audit under audit finding item

1.I.

In addition, Section 8.6.3 of the Stadium Lease allows for the Stadium Authority to conduct an audit of the Stadium Records within 180 days following the Stadium Authority's receipt of any Annual Statement of Stadium from the Tenant. The Stadium Authority desires to have an independent CPA review of the Shared Stadium Expenses between the Stadium Authority and StadCo.

DISCUSSION
On June 25, 2021, the Stadium Authority entered into an agreement with KPMG LLP (KPMG) to provide audit services for fiscal years 2020/21 to 2024/25. On June 26, 2024, the Stadium Authority entered into Amendment No. 1 to the Agreement with KPMG to increase the compensation by $100,000 for other finance-related ad hoc projects requiring KPMG’s expertise and services. The current agreement as amended with KPMG has a term of five years through March 31, 2026 and includes annual financial audit and agreed upon procedure services on the Shared Stadium Expenses. The agreement’s maximum compensation of $854,554 covers these services.

Due to scheduling conflicts at KPMG, they will not be able to complete the agreed upon procedure City of Santa Clara Printed on 3/20/2026Page 1 of 2
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26-311 Agenda Date: 3/24/2026
services on the Shared Stadium Expenses for fiscal year 2024/25 by March 31, 2026. Therefore, staff is seeking authorization to execute Amendment No. 2 to the Agreement to extend the term until June 30, 2026 (approximately three months), at no additional cost.

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

FISCAL IMPACT
The proposed Amendment No. 2 to the Agreement with KPMG will not increase the not-to-exceed compensation of $854,554. The cost of the fiscal year 2024/25 audit and services are budgeted in the fiscal year 2025/26 Stadium Authority Operating Budget. There are also appropriations in fiscal year 2026/27 for audit services for any work that will extend beyond March 31, 2026.

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

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

RECOMMENDATION
Approve and authorize the Executive Director or designee to execute Amendment No. 2 to the Agreement with KPMG LLP for audit and consulting services to extend the term of the agreement to June 30, 2026 in a final form approved by the Stadium Authority Counsel.

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

ATTACHMENTS

1. Original Agreement for Services with KPMG LLP

2. Amendment No. 1 to the Agreement for Services with KPMG LLP

3. Amendment No. 2 to the Agreement for Services with KPMG LLP City of Santa Clara Printed on 3/20/2026Page 2 of 2
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EBIX Insurance No. *S200002724

AGREEMENT FOR SERVICES

BETWEEN THE

SANTA CLARA STADIUM AUTHORITY AND

KPMG LLP

PREAMBLE
This Agreement is entered into between the Santa Clara Stadium Authority, a joint powers agency created pursuant to Section 6532 of the California Government Code, with its primary business address at 1500 Warburton Avenue, Santa Clara, California 95050 ("Authority"), and KPMG LLP, a Delaware registered limited liability partnership, with a place of business located at 55 Second Street, Suite 1400, San Francisco, California 94105, (Contractor). Authority and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

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

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

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

Exhibit A - Scope of Services
Exhibit B - Schedule of Fees
Exhibit C - Insurance Requirements
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes Agreement with KPMG LLP
Rev. 07-01-18

and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the Effective Date of this Agreement and terminate on March 31, 2026.

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

4. WARRANTY
Contractor expressly warrants that all materials and services covered by this Agreement shall be performed in accordance with the applicable professional standards.

5. QUALIFICATIONS OF CONTRACTOR - STANDARD OF CARE
Contractor represents and maintains that it has the experience in the professional calling necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and Authority expressly relies upon Contractor's representations regarding its skills and knowledge.

Contractor shall perform such Services and duties in conformance to and consistent with the professional standards.

6. COMPENSATION AND PAYMENT
In consideration for Contractor's complete performance of Services, Authority shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled "SCHEDULE OF FEES." The maximum compensation of this Agreement is seven hundred fifty-four thousand five hundred and fifty-four dollars, subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services.

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

Agreement with KPMG LLP
Rev. 07-01-18

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

C. Upon termination, each Party shall assist the other in arranging an orderly transfer and close-out of services in accordance with professional standards. Contractor may retain a copy of all information necessary to comply with its applicable professional standards and contractual obligations. Upon termination, Contractor shall discontinue further services as of the effective date of termination, and Authority shall pay Contractor for all Services satisfactorily performed up to such date.

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

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

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

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

11. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed or received by or for Contractor and all other written information submitted to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor and, except as permissible under applicable professional standards or use other permitted by this Agreement, shall not, without the prior written consent of Authority, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected Agreement with KPMG LLP
Rev. 07-01-18

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

12. OWNERSHIP OF MATERIAL
All deliverables under this Agreement shall be the property of Authority but Contractor may retain and use copies thereof. Authority shall not be limited in any way or at any time in its use of said material. No ownership rights of the Authority's information shall transfer to the Contractor. Contractor's working papers shall remain the Contractor's exclusive property. Contractor retains ownership rights of all its pre-existing property.

13. RIGHT OF AUTHORITY TO INSPECT RECORDS OF CONTRACTOR Authority, through its authorized employees, representatives or agents, who are subject to our consent, shall have the right during the term of this Agreement and for four (4) years from the date of final payment for goods or services provided under this Agreement, to audit the timekeeping and expense 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 timekeeping and expense records to establish the correctness of all charges submitted to Authority. Any expenses not so recorded shall be disallowed by Authority.

Contractor shall bear the cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the Authority.

Contractor shall submit to Authority any and all reports concerning its performance under this Agreement that may be requested by Authority in writing.

Contractor agrees to assist Authority in meeting Authority's reporting requirements to the State and other agencies with respect to Contractor's Services hereunder.

14. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify Authority, its governing board, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and reasonable attorney's fees in providing a defense to any such claim arising out of, pertaining to, or relating to the negligence, recklessness, or willful misconduct of the Consultant, its employees, subcontractors, or agents in the performance or non-performance, of services under this Agreement. The Contractor is not required to provide indemnification under this section where doing so would violate the Contractor's independence requirements or other applicable professional standards.

Agreement with KPMG LLP
Rev. 07-01-18

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

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

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

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

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

Santa Clara Stadium Authority
Attention: Finance Department
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected], and
[email protected]
And to Contractor addressed as follows:

KPMG LLP
55 Second Street, Suite 1400
San Francisco, CA 94105
or by facsimile at (415) 963-8100
Agreement with KPMG LLP
Rev. 07-01-18

The workday the e-mail was sent shall control the date notice was deemed given.

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

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

19. CONFLICTS OF INTEREST
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 Authority officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the performance of this Agreement in accordance with applicable professional standards. 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 Authority if a conflict arises.

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

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

Agreement with KPMG LLP
Rev. 07-01-18

22. GOVERNING LAW AND VENUE
This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Party shall be vested in the state courts of the County of Santa Clara, or if appropriate, in the United States District Court, Northern District of California, San Jose, California. In the event of a dispute, the parties agree to use non-binding mediation prior to commencing litigation in a court of competent jurisdiction.

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

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

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

Agreement with KPMG LLP
Rev. 07-01-18

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

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
"CITY"
~DEANN A _. ANTANA
City Mana •
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: ( 408) 241-6771

KPMG LLP
a Delaware Registered Limited Liability Partnership
Dated: 5/11/2021
By (Sig nature): __,.,.@~ tfl~L~ /4_ ,'2-~ --------- -­ Name: Lisa Avis
Title: Managing Director
Principal Place of 500 Capitol Mall, Ste. 2100
Business Address: Sacramento, CA 95814
Email Address: [email protected]
Telephone: (916) 551-3115
Agreement with KPMG LLP
Rev. 07-01-18
Fax: (916)554-1199
"CONTRACTOR"

EXHIBIT A

SCOPE OF SERVICES
The Services to be performed for the Authority by the Contractor under this Agreement are fully described in the Contractor's proposal entitled, "Engagement Letter" dated March 29, 2021 and March 30, 2021, which is attached to this Exhibit A and incorporated by this reference.

Agreement with KPMG LLP/Exhibit A-Scope of Services
Rev. 07-01-18

March 30, 2021
Santa Clara Stadium Authority
1500 Warburton Avenue
Santa Clara, California 95050
Attention: Finance Director
Ladies and Gentlemen :

KPMG LLP
500 Capitol Mall, Ste 2100
Sacramento, CA 95814-4754
Telephone +1 916 448 4700
Fax +1916554 1199
kpmg.com
This letter (Engagement Letter) c,onfirms our understanding of our engagement to provide professional services to the Authority.

Objectives and Limitations of Services
Audit Services
You have requested that we audit the Authority's financial statements as set forth in Appendix I.

We have the responsibility to conduct and will conduct the audit of the financial statements in accordance with auditing standards generally accepted in the United States of America and the standards for financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States (Government Auditing Standards), with the objectives of obtaining reasonable assurance about whether the financial statements as a whole are free from material misstatement , whether due to error or fraud, and issuing an auditor's report that includes our opinion as to whether the presentation of the financial statements conforms with U.S. generally accepted accounting principles.

Reasonable assurance is a high level of assurance but it is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users made on the basis of these financial statements.

As part of an audit in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also will:
e Identify and assess the risks of material misstatement of the financial statements, whether due to error or fraud, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion on the financial statements. o Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall financial statement presentat ion, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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o Conclude, based on the audit evidence obtained, whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Authority ability to continue as a going concern for a reasonable period of time.

Because of the inherent limitations of an audit, together with the inherent limitations of internal control, there is an unavoidable risk that some material misstatements, fraud, and noncompliance with laws and regulations may exist and not be detected by an audit of financial statements even though the audit is properly planned and performed in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Also, an audit is not designed to detect matters that are immaterial to the financial statements.

We will also perform certain limited procedures to the required supplementary information as required by auditing standards generally accepted in the United States of America. However, we will not express an opinion or provide any assurance on the information. Our report relating to the financial statements will include our consideration of required supplementary information.

We also understand that the financial statements will include supplementary information which is presented for the purpose of additional analysis and is not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information will be subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America with the objective of expressing an opinion as to whether the supplementary information is fairly stated, in all material respects, in relation to the financial statements as a whole.

Subject to the remainder of this paragraph, we will issue a written report upon completion of our audit of the Authority's financial statements addressed to the Board of Directors of the Santa Clara Stadium Authority.

Circumstances may arise in which our report may differ from its expected form and content based on the results of our audit. Depending on the nature of these circumstances, it may be necessary for us to modify our opinion, add an emphasis-of-matter paragraph or other-matter paragraph to our auditor's report, or, if necessary, withdraw from the engagement. If, during the performance of our audit procedures such circumstances arise, we will communicate to the audit committee our reasons for modification or withdrawal.

Internal Control over Financial Reporting and Compliance and Other Matters We will obtain an understanding of the Authority's internal control relevant to the audit in order to determine the nature, timing, and extent of our audit procedures for the purpose of expressing an opinion on the financial statements but not for the purpose of expressing an opinion on the effectiveness of the Authority's internal control.

The objective of our audit of the financial statements is not to report on the Authority's internal control and we are not obligated to search for material weaknesses or significant deficiencies as part of our audit of the financial statements. A material weakness is a deficiency, or combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the financial statements will not be prevented or detected and corrected on a timely basis. A significant deficiency is a deficiency, or combination of Santa Clara Stadium Authority
March 30, 2021

deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance.

As part of obtaining reasonable assurance about whether the financial statements are free of material misstatement, we will perform tests of the Authority's compliance with certain provisions of laws, regulations, contracts and grant agreements, noncompliance with which could have a direct and material effect on the financial statements. However, our objective is not to provide an opinion on compliance with such provisions.

In accordance with Government Auditing Standards , we will prepare a written report, Report on Internal Control Over Financial Reporting and Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance With Government Auditing Standards (GAGAS report), on our consideration of internal control over financial reporting and tests of compliance made as part of our audit of the financial statements. This report will include any material weaknesses and significant deficiencies identified during the audit. This report will also include any of the following that we identify or suspect:
o Instances of noncompliance with provisions of laws, regulations, contracts , or grant agreements that have a material effect on the financial statements or other financial data significant to the audit objectives; o Instances of fraud that are material, either qualitatively or quantitatively, to the financial statements or other financial data significant to the audit objectives.

The report will describe its purpose and will state that it is not suitable for any other purpose.

In accordance with Government Auditing Standards, we will also communicate in writing when:
0 Identified or suspected noncompliance with provisions of laws, regulations, contracts, or grant agreements comes lo our attention during the course of our audit that has an effect on the financial statements or other financial data significant to the audit objectives that is less than material but warrants the attention of those charged with governance, or
o We obtained evidence of identified or suspected instances of fraud that have an effect on the financial statements or other financial data significant to the audit objectives that are less than material but warrant the attention of those charged with governance.

In accordance with Government Auditing Standards, we are also required in certain circumstances to report identified or suspected noncompliance with provisions of laws, regulations, contracts, or grant agreements, or instances of fraud directly to parties outside the auditee.

Offering Documents
In the event the Authority requests our involvement with a future exempt filing that will include or incorporate by reference these financial statements and our audit report(s) thereon, professional standards require us to be separately engaged. The specific terms of our future services with respect to future exempt offerings will be determined at the time the services are to be performed and will be subject to the negotiation, agreement, and execution of a specific engagement letter or contract.

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In the event the Authority does not engage us to be involved with the offering document, then the Authority agrees to include the following language in the offering document:
"KPMG LLP, our independent auditor, has not been engaged to perform and has not performed, since the date of its report included herein, any procedures on the financial statements addressed in that report.

KPMG LLP also has not performed any procedures relating to this official statement." Our Responsibility to Communicate with the Audit Committee We will communicate our planned scope and timing for our audit with the audit committee, including significant risks identified in planning our audit.

We will report to the audit committee or those charged with governance the following matters:
o Material, corrected misstatements that were brought to the attention of management as a result of audit procedures.
• Uncorrected misstatements accumulated by us during the audit and the effect that they, individually or in the aggregate, may have on our opinion in the auditor's report, the effect of uncorrected misstatements related to prior periods, and that uncorrected misstatements or matters underlying those uncorrected misstatements could potentially cause future-period financial statements to be materially misstated, even if the auditor has concluded that the uncorrected misstatements are immaterial to the financial statements under audit.
o Our views about qualitative aspects of the Authority's significant accounting practices, including accounting policies, accounting estimates, and financial statement disclosures. o Significant unusual transactions, if any.
o Significant difficulties, if any, encountered during our audit. o Disagreements with management, if any.
o Circumstances that affect the form and content of our auditor's report, if any. o Matters that are difficult or contentious for which the auditor consulted outside the engagement team and that are, in the auditor's judgment, significant and relevant to those charged with governance regarding their responsibility to oversee the financial reporting process. o Other matters required to be communicated by auditing standards generally accepted in the United States of America and Government Auditing Standards .

We will also read minutes, if any, of relevant committee meetings for consistency with our understanding of the communications made to the audit committee and determine that the audit committee has received copies of all material written communications between ourselves and management. We will also determine that the audit committee has been informed of i) the initial selection of, or the reasons for any change in, significant accounting policies or their application during the period under audit, ii) the methods used by management to account for significant unusual transactions, and iii) the effect of significant accounting policies in controversial or emerging areas for which there is a lack of authoritative guidance or consensus .

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To the extent that they come to our attention, we will inform the appropriate level of management about any instances of noncompliance or suspected noncompliance with laws and regulations, unless they are clearly inconsequential, material errors in the financial statements and any instances of fraud. Further, to the extent they come to our attention, we also will communicate directly to the audit committee any instances of noncompliance or suspected noncompliance with laws and regulations, unless they are clearly inconsequential, material errors in the financial statements, and any instances of fraud that involve senior management or that, in our judgment, cause a material misstatement of the financial statements .

Management Responsibilities
The management of the Authority acknowledges and understands that they have responsibility for the preparation and fair presentation, in accordance with U.S. generally accepted accounting principles, of the financial statements and all representations contained therein. Management also is responsible for identifying and ensuring that the Authority complies with laws, regulations, contracts, and grant agreements applicable to its activities, and for informing us of any known instances of noncompliance or suspected noncompliance with laws, regulations and provisions of contracts and grant agreements . Management also is responsible for the design, implementation, and maintenance of programs and controls to prevent, deter, and detect fraud, for adopting sound accounting policies, and for the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of the financial statements and to provide reasonable assurance against the possibility of misstatements that are material to the financial statements whether due to error or fraud. Management is also responsible for informing us, of which it has knowledge, of all material weaknesses and significant deficiencies in the design or operation of such controls. The audit of the financial statements does not relieve management or those charged with governance of their responsibilities.

The management of the Authority also acknowledges and understands that they have responsibility for the preparation of the supplementary information in accordance with the applicable criteria. Management is also responsible for providing us written representations regarding the supplementary information. Management is also responsible for including our report on the supplementary information in any document that contains and indicates that we have reported on the supplementary information, and for including the audited financial statements with any presentation of the supplementary information that includes our report thereon or making the audited financial statements readily available to intended users of the supplementary information no later than the date the supplementary information is issued with our report thereon.

Management of the Authority also acknowledges and understands that it is their responsibility to provide us with: i) access to all information of which management is aware that is relevant to the preparation and fair presentation of the financial statements such as records, documentation, and other matters; ii) additional information that we may request from management for purposes of the audit; and iii) unrestricted access to persons within the entity from whom we determine it necessary to obtain audit evidence. As required by auditing standards generally accepted in the United States of America, we will make specific inquiries of management about the representations embodied in the financial statements and the effectiveness of internal control, and obtain a representation letter from management about these matters. The responses to our inquiries, the written representations, and the results of audit tests, among other things, comprise the evidential matter we will rely upon in forming an opinion on the financial statements .

To facilitate our audit planning, in accordance with Government Auditing Standards, management agrees to identify and provide copies of reports, if applicable, of previous audits, attestation engagements, or other studies that directly relate to the objectives of the audit, including whether related recommendations have been implemented, prior to April 1, 2021.

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Management is responsible for adjusting the financial statements to correct material misstatements and for affirming to us in the representation letter that the effects of any uncorrected misstatements aggregated by us during the current engagement and pertaining to the latest period presented are immaterial, both individually and in the aggregate, to the financial statements being reported upon, taken as a whole. Because of the importance of management's representations to the effective performance of our services, the Authority will release KPMG LLP (KPMG) and its personnel from any claims, liabilities, costs and expenses relating to our services under this Engagement Leiter attributable to any misrepresentations in the representation letter referred to above. The provisions of this paragraph shall apply regardless of the form of action, damage, claim, liability, cost, expense, or loss asserted, whether in contract, statute, tort (including but not limited to negligence) or otherwise.

Management is also responsible for providing us with written responses in accordance with Government Auditing Standards to the findings included in the GA GAS report within 10 days of being provided with draft findings. If such information is not provided on a timely basis prior to release of the report, the GAGAS report will indicate management did not provide written responses.

Management is responsible for the distribution of the reports issued by KPMG.

Non-audit service - Assistance in Preparing Financial Statements We will assist management in preparing the financial statements and related notes in accordance with U.S. generally accepted accounting principles. We will use information from the trial balance and/or other source documents provided by management to assist management in preparing the financial statements and related notes.

We may also provide advice and recommendations to assist management of the Authority in performing its responsibilities. We will not assume management responsibilities on behalf of the Authority .

The Authority agrees to:
o Assume all management responsibilities, including determining the accuracy and completeness of the financial statements and notes.
o Assign a suitable employee with appropriate sl<ills, knowledge and/or experience to oversee the financial statement preparation assistance and evaluate the adequacy and results of the services . • Accept responsibility for the results of the financial statement preparation assistance.

Dispute Resolution
The parties agree that any dispute or claim arising out of or relating to the Engagement Letter and the related contract or the services provided thereunder shall first be submitted to non-binding mediation as a prerequisite to litigation. Mediation may take place at a location to be designated by the parties using the Mediation Procedures of the International Institute for Conflict Prevention and Resolution, with the exception of paragraph 2 (Selecting the Mediator). If, after good faith efforts, the parties are unable to resolve their dispute through mediation within ninety (90) days after the issuance by one of the parties of a request for mediation, then the parties are free to pursue all other legal and equitable remedies available to them. Nothing herein shall preclude a party from filing a timely formal claim in accordance with applicable California law provided, however, that the party shall, if permitted, seek a stay of said claim during the pendency of any mediation.

Either party may seek to enforce any written agreement reached by the parties during mediation in any court of competent jurisdiction.

Santa Clara Stadium Authority
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other Matters
In the event that any term or provision of this Engagement Letter shall be held to be invalid, void or unenforceable, then the remainder of the Engagement Letter shall not be affected, and each such term and provision shall be valid and enforceable to the fullest extent permitted by law.

This Engagement Letter shall serve as the Authority's authorization for the use of e-mail and other electronic methods to transmit and receive information, including confidential information, between KPMG and the Authority and between l<PMG and outside specialists or other entities engaged by either KPMG or the Authority The Authority acknowledges that e-mail travels over the public Internet, which is not a secure means of communication and, thus, confidentiality of the transmitted information could be compromised through no fault of l<PMG. l<PMG will employ commercially reasonable efforts and take appropriate precautions to protect the privacy and confidentiality of transmitted information .

In an effort to facilitate efficient communication between KPMG and the Authority related to the audit and to track engagement progress during the course of the engagement, KPMG may provide the Authority with access to certain on line tools. If such access is provided to the Authority, the Authority shall be responsible for:
(i) its users' access and use of such tools (including the information its users may upload to such tools and compliance with all laws and regulations applicable to use or access by the Authority's users outside of the United States (e.g. export control and data privacy laws and regulations)), and (ii) protecting the security of the account credentials in its possession for each user including timely informing KPMG when the Authority individuals' access should be removed. The Authority acknowledges that it shall not provide third parties (agents or contractors) with access to such tools without KPMG's written consent, use such tools as a system of record, nor use such tools other than for purposes of the audit engagement.

Except as permitted by law or as set forth in this paragraph, neither party shall acquire hereunder any right to use the name or logo of the other party or any part thereof, and any such use shall require the express written consent of the owner party. The Authority agrees that KPMG may list the Authority as a client in KPMG's internal and external marketing materials, including KPMG websites and social media, indicating the general services rendered (e.g., "[the Santa Clara Stadium Authority] is an Audit client of KPMG LLP"). Further, for purposes of the services described in this Engagement Letter only, the Authority hereby grants to KPMG a limited, revocable, non-exclusive, non-transferable, paid up and royalty-free license, without right of sublicense, to use all logos, trademarks and service marks of the Authority solely for presentations or reports to the Authority or for internal l<PMG presentations and intranet sites.

The Authority and l<PMG acknowledge and agree that each shall comply with all applicable United States export control laws and regulations in the performance of each party's respective responsibilities under the Engagement Letter. Unless requested by KPMG to allow it to complete its audit, the Authority will not provide KPMG, or grant KPMG access to, (a) information (including technical data or technology), verbally, electronically, or in hardcopy, (b) software or (c) hardware, that is controlled for export by the United States government under the Arms Export Control Act of 1976, Export Control Reform Act of 2018, the International Traffic in Arms Regulations ("ITAR"), Export Administration Regulations ("EAR"), Department of Energy Part 81 0 Regulations or Nuclear Regulatory Commission Part 11 0 Regulations, except information, software or hardware that is classified as EAR99 under the EAR ("Export Controlled Information") . If KPMG requests Export Controlled Information from the Authority, the Authority shall provide l<PMG with notice of provision of Export Controlled Information at least 48 hours prior to providing such Export Controlled Information to KPMG.

KPMG is a limited liability partnership comprising both certified public accountants and certain principals who are not licensed as certified public accountants. Such principals may participate in the engagements to provide the services described in this Engagement Letter.

Santa Clara Stadium Authority
March 30, 2021

The audit documentation for this engagement is the property of KPMG. If KPMG receives a subpoena; other validly issued administrative, judicial, government or investigative regulatory demand or request; or other legal process requiring it to disclose the Authority's confidential information ("Legal Demand"), KPMG shall, unless prohibited by law or such Legal Demand, provide prompt written notice to the Authority of such Legal Demand in order to permit it to seek a protective order. So long as KPMG gives notice as provided herein, KPMG shall be entitled to comply with such Legal Demand to the extent required by law, subject to any protective order or the like that may have been entered in the matter. In the event KPMG is requested or authorized by the Authority, or is required by law, rule, regulation or Legal Demand in a proceeding or investigation to which KPMG is not a named party or respondent, to produce KPMG's documents or personnel as witnesses or for interviews, or otherwise to make information relating to the service under the Engagement Letter available to a third party, or the Authority, the Authority shall reimburse l<PMG for its professional time, at its then-current standard hourly rates, and expenses, including reasonable attorneys' fees and expenses, incurred in producing documents or personnel or providing information pursuant to such requests, authorizations or requirements.

Pursuant to Government Auditing Standards, and subject to applicable provisions of laws and regulations, we are required to make appropriate individuals and certain audit documentation available in a timely manner to others, including Regulators, upon request. In addition, we may also be requested to make certain audit documentation available to Regulators pursuant to authority provided by law or regulation. If so requested, access to such audit documentation will be provided. Furthermore, Regulators may obtain copies of selected audit documentation. Such regulators may intend, or decide, to distribute the copies or information contained therein to others, including other government agencies.

KPMG, as an accounting firm, has an obligation to comply with applicable professional standards . Certain professional standards, including AICPA Code of Professional Conduct Section 1.700, "Confidential The Authority Information Rule," adopted by the American Institute of Certified Public Accountants and similar rules adopted by the boards of accountancy of many states, prohibit the disclosure of the Authority confidential information without the Authority consent, except in limited circumstances. l<PMG represents to the Authority that KPMG will treat the Authority's confidential information in accordance with applicable professional standards.

KPMG may work with and use the services of other members of the international KPMG network of independent firms and entities controlled by, or under common control with, one or more KPMG member firms (together with KPMG, the "KPMG Firms") to provide services to the Authority. The l<PMG Firms, together with the entities comprising l<PMG International, shall be referred to herein as the "KPMG Parties." In connection with the performance of services under this Engagement Letter, the KPMG Firms may, in their discretion, utilize the services of third party service providers within or outside of the United States to complete the services under this Engagement Letter. KPMG Parties and such third parties may have access to your confidential information from offshore locations. In addition, KPMG uses third party service providers within and outside of the United States to provide, at its direction, back-office administrative and ,clerical, or analytical services to KPMG and these third party service providers may in the performance of such services have access to your confidential information. In particular, l<PMG's audit technologies, software productivity tools and certain technology infrastructure and, necessarily, your confidential information, may be hosted in cloud environments operated by KPMG Parties or such third party service providers. In addition, for purposes of fulfilling our professional responsibilities, such as maintaining independence and performing conflict checks, the Authority will be listed as a client in internal KPMG Parties' systems accessible on a need to know basis to l<PMG Parties. KPMG represents that it has technical, legal and/or other safeguards, measures and controls in place to protect your confidential information from unauthorized disclosure or use.

Santa Clara Stadium Authority
March 30, 2021

You also understand and agree that the KPMG Parties, with the assistance of third parties as outlined above, may use all the Authority information for other purposes consistent with our professional standards, such as improving the delivery or quality of audit and other services or technology to you and to other clients, thought leadership projects, to allow you and other clients to evaluate various business transactions and opportunities, and for use in presentations to you, other clients and non-clients. When your information is used outside of the KPMG Parties or such third parties assisting them as outlined above, the Authority will not be identified as the source of the information .

It may be necessary or convenient for the Authority to use KP MG-owned or -licensed software, software agents, scripts, technologies, tools or applications (collectively "KPMG Technology ") designed to extract data from The Authority's electronic books and records systems or other systems (collectively , "Systems"), in connection with the audit. The Authority understands and agrees that it is solely responsible for following appropriate change management policies, processes and controls relating to use of such technology (including without limitation appropriate backup of the Authority's information and Systems) (collectively, "Change Management Processes") before such KPMG Technology is utilized to extract data from the Systems. In the event the Authority fails to use such Change Management Processes or if such Change Management Processes prove to be inadequate, the Authority acknowledges that the Systems and/or KPMG Technology may not function as intended. In consideration of the foregoing, KPMG hereby grants the Authority the right to use KPMG Technology solely to facilitate the Authority's necessary or convenient provision of information to KPMG in connection with the audit, and this grant does not extend to any other purposes or use by third parties outside of your organization without our prior written approval, provided that third party contractors of the Authority having a need to know in order to perform their services to the Authority are permitted to use KPMG Technology to the extent necessary for such parties to perform such services, so long as the Authority exercises the same level of care to protect such KPMG Technology and KPMG confidential information as it uses to protect its own confidential information, but in no event less than reasonable care. Other than as expressly permitted hereby, the Authority agrees to keep KPMG Technology confidential, using no less than a reasonable standard of care to protect it from unauthorized disclosure or use, and to notify KPMG of any legal compulsions to disclose it, in accordance with the provisions governing legal demand of confidential information which appear in this engagement letter with respect to which the KPMG Technology is being used, mutatis mutandis. If the KPMG Technology is subject to any third party license terms and conditions before being provided to the Authority, the Authority may be required to accept such terms and conditions before using the KPMG Technology, in which case KPMG will provide such license terms and conditions to the Authority in writing before the Authority elects to use the KPMG Technology .

Except as otherwise provided for in this Engagement Letter, neither party may assign, transfer or delegate any of its rights, obligations, claims or proceeds from claims arising under or relating to this Engagement Letter (including by operation of law, in which case the assigning party will, to the extent legally permissible , give as much advance written notice as is reasonably practicable thereof) without the prior written consent of the other party, such consent not to be unreasonably withheld . Any assignment in violation hereof shall be null and void.

As required by Government Auditing Standards, we have attached a copy of l<PMG's most recent peer review report.

Reports, Services and Associated Fees
Appendix I to this Engagement Letter lists the reports we will issue and the services we will provide as part of this engagement and our fees for professional services to be performed under this Engagement Letter.

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Page10of10
In addition, fees for any special audit-related projects, such as research and/or consultation on special business or financial issues, will be billed separately from the audit fees for professional services set forth in Appendix I and may be subject to written arrangements supplemental to those in this Engagement Letter. *******
Our engagement herein is for the provision of annual audit services for the financial statements for the periods described in Appendix I, and it is understood that such services are provided as a single annual engagement.

Pursuant to our arrangement as reflected in this Engagement Letter we will provide the services set forth in Appendix I as a single engagement for each of the Authority's subsequent fiscal years until either those charged with governance or we terminate this agreement, or mutually agree to the modification of its terms.

The fees for each subsequent year will be annually subject to negotiation and approval by those charged with governance.

We shall be pleased to discuss this Engagement Letter with you at any time. For your convenience in confirming these arrangements, we enclose a copy of this Engagement Letter. Please sign and return it to us to indicate your acl<nowledgement of, and agreement with, the arrangements for our audit of the financial statements including our respective responsibilities .

Very truly yours,
l<PMG LLP
Lisa Avis
Managing Director

ACCEPTED
Santa Clara Stadium Authority
Authorized Signature
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Title
Date
Appendix I
Reports, Services and Associated Fees
Based upon our discussions with and representations of management, our fees for services we will perform are estimated as follows:

Audit of financial statements and related notes to the
financial statements of the Authority as of and for the year ended March 31, 2021 and Agreed-Upon
Procedures Reports $142,120
The above estimates are based on the level of experience of the individuals who will perform the services. Circumstances encountered during the performance of these services that warrant additional time or expense could cause us to be unable to deliver them within the above estimates. We will endeavor to notify you of any such circumstances as they are assessed.

Where KPMG is reimbursed for expenses, it is KPMG's policy to bill clients the amount incurred at the time the good or service is purchased. If KPMG subsequently receives a volume rebate or other incentive payment from a vendor relating to such expenses, KPMG does not credit such payment to the client.

Instead, KPMG applies such payments to reduce its overhead costs, which costs are taken into account in determining KPMG's standard billing rates and certain transaction charges which may be charged to clients.

All fees, charges and other amounts payable to KPMG under the Engagement Letter do not include any sales, use, excise, value added, income or other applicable taxes, tariffs or duties, payment of which shall be the Authority's sole responsibility, excluding any applicable taxes based on KPMG's net income or taxes arising from the employment or independent contractor relationship between KPMG and its personnel.
1-1

KPMG LLP
500 Capitol Mall, Ste 2100
Sacramento, CA 95814-4754
March 29, 2021
Santa Clara Stadium Authority
1500 Warburton Avenue
Santa Clara, California 95050
Attention: Finance Director

PRIVATE
This Engagement Letter (Engagement Letter) sets forth our understanding of the terms and objectives of our engagement and the nature and limitations of the services l<PMG LLP ("KPMG") will provide.

We will apply the following agreed-upon procedures to the Shared Stadium Expenses and Statement of Operations of Santa Clara Stadium Authority (the Authority) for the year ended March 31, 2021. The Authority is responsible for the Shared Stadium Expenses. The sufficiency of the procedures is solely the responsibility of the specified users of the report: the Santa Clara Stadium Authority. Consequently, we make no representation regarding the sufficiency of the procedures either for the purpose for which our report is being prepared or for any other purpose. Execution of this Engagement Letter will signify the Authority's agreement to the procedures and to its responsibility for the sufficiency of the procedures for its purposes. 1) Obtain the Stadium Lease Agreement by and between the Santa Clara Stadium Authority and Forty Niners Stadium Company LLC dated as of March 28, 2012, as amended and restated as of June 19, 2013 (Lease Agreement) .
2) Obtain the following Shared Expense categories utilized by ManagementCo and agree them to the Lease agreement in Procedure 1.
a. Day to day expenses (StadCo's share of 50%)
b. Capital repairs and capital expenditures (StadCo's share of 50%) c. Stadium management fees (StadCo's share of 50%)
d. Other specified shared expenses (StadCo's share of 50%) e. Groundskeeping services (StadCo's share of 70%)
f. Insurance expenses (1 st lease year $2,550,000, 2nd lease year onwards $2,550,000 increased by 3% each year, tenant expansion period 0%)
3) Determine if SCSA properly charged StadCo for its proportionate share of the Shared Stadium Expenses by obtaining the final Shared Stadium Expenses reconciliation prepared by ManagementCo and comparing it against the Estimated Shared Stadium Expenses paid by StadCo. If there is a difference between the estimated and final amount, then ensure that ManagementCo properly credit or invoice StadCo for the difference on behalf of SCSA.
4) Agree the Stadium Authority's Revenues, Expenses, Capital Expenditures, and Net Income (Loss) from Non-NFL Events to the Stadium Authority's March 31, 2020's general ledger '<PMG l LP. ;1 02l ;;•,·. ~1t: !ir111le:I htb1lrly 11::rlne1~h1p anti ~ 11\t.)llll>cr 111 111 t1! 'Im KPfdG g\,)bal c,r1__p:1i!,1; i,) 11 ,if ir·d~'f 'e1;dunl n 1e1r,her li11 11:l alll lr,11 1:·J ,•1il h ,. PMG l n i.: m ,1tic- n:1I l 111: i t .;d, ;i p ri •: ,11,, E111__ili~h ( T•!l1 p .my l i m,i- : d Ii'/ (J'l iH:111 t,~;:

Santa Clara Stadium Authority
March 29, 2021

5) Recalculate the distributions to and from the Operating Expense Reserve, Stadium Capital Expenditure Reserve and Renovation/Demolition Reserve and agree it to the general ledger.

The Authority acknowledges its responsibility for determining the scope of the engagement, including the subject matter and criteria used in evaluating the subject matter, agreeing to the procedures and the sufficiency of such procedures for the Authority's purposes. At the conclusion of the engagement, the Authority agrees to supply us with a representation letter that will include the Authority's assertion about the Shared Expenses based on the criteria and will include:
a. a statement that all known matters contradicting the subject matter or assertion and any communication from regulatory agencies or others affecting the subject matter or assertion have been disclosed to us including communications received between the end of the period addressed in the written assertion and the date of our report,
b. a statement acknowledging its responsibility for the subject matter and the assertion, selecting the criteria, when applicable, and determining that such criteria are appropriate for its purposes , c. a statement that it has provided us with access to all records relevant to the subject matter and the agreed- upon procedures, and
d. other matters as we may deem appropriate.

If such a representation letter is not provided, which includes the aforementioned assertion, it may be necessary for us to withdraw from the engagement.

Our engagement to apply agreed-upon procedures will be performed in accordance with the attestation standards established by the American Institute of Certified Public Accountants. Because the agreed-upon procedures referred to above do not constitute an examination or review, we will not express an opinion or conclusion on Shared Expenses of the Authority. Our report will include a statement to that effect. In addition, we have no obligation to perform any procedures beyond those referred to above.

Our written independent accountants' agreed-upon procedures report will include a list of the procedures performed (or reference thereto) and the related findings. Our report will also contain a paragraph indicating that had we performed additional procedures, other matters might have come to our attention that would have been reported to you. We have no responsibility to update our report for events and circumstances occurring after the date of such report.

Our report is intended solely for the use of the Authority, and is not intended for use by those who have not agreed to the procedures and taken responsibility for the sufficiency of the procedures for their purposes. Our report will include a statement to that effect. If you request that additional specified users of the report be added, we will require that they acknowledge, in writing, their agreement with the procedures and their responsibility for the sufficiency of the procedures for their purposes.

If we are unable to complete the agreed-upon procedures referred to above, we will discuss the matter with you during the engagement. In such circumstances, we may conclude that we will not issue a report as a result of this engagement.

Because of the importance of management's representations to the effective performance of our services, the Authority hereby releases KPMG and its personnel from and against any and all claims, liabilities, costs, and KPtdG LL P IS ,1 D c1,1.·:.11t.? l,W,lll'd liJt,1h1y p,H111:1sl; JI an d II H? U .S. ll h~lll h ,·, 111 ,n ,ii th~ KFf1lG 11t.? h '-l•ri-: c,I 111rlrTt.?1l :l,111 1 rn,.m1hm firrn'i .if11ri .ih!ti .,.~,1h IT!,\f; 1111,,ri , .. 1:,_,1 , 11 f,h•r··,1,1\,•/ •, / !:Pl 1G li,(, 1 11) 11 1.1, 1 ,r I, :t '.~\'. 1•>; , ;n l1I ,'.

Santa Clara Stadium Authority
March 29, 2021

expenses relating to our services under this Engagement Leiter attributable to any misrepresentations in the representation letter referred to above. The provisions of this paragraph shall apply regardless of the form of action, damage, claim, liability, cost, expense, or loss asserted, whether in contract , statute, tort (including but not limited to negligence) or otherwise.

The Authority will indemnify, defend, and hold l<PMG and its personnel harmless from and against any and all claims, liabilities, costs, and expenses asserted against l<PMG by any third party to the extent resulting from or attributable to (i) that party's use or possession of, or reliance upon, l<PMG's report or reference to l<PMG's services hereunder as a result of the Authority's disclosure of such report or reference thereto other than to the specified user(s) or (ii) any misrepresentations in the representation letter referred to above. The foregoing indemnification obligation shall apply regardless of whether the third party claim alleges a breach of contract, violation of statute or tort (including without limitation negligence) by KPMG.

The Authority hereby releases l<PMG and its personnel from and against any and all claims, liabilities, costs, and expenses relating to our services under this Engagement Letter, except to the extent determined to have resulted from the gross negligence of l<PMG personnel.

The Authority will indemnify, defend, and hold KPMG and its personnel harmless from and against any and all claims, liabilities, costs, and expenses asserted against KPMG by any third party to the extent resulting from or attributable to that party's use or possession of, or reliance upon, KPMG's report or reference to KPMG's services hereunder as a result of the Authority's disclosure of such report or reference thereto .

Dispute Resolution
The parties agree that any dispute or claim arising out of or relating to the Engagement Letter and the related contract or the services provided thereunder shall first be submitted to non-binding mediation as a prerequisite to litigation. Mediation may tal<e place at a location to be designated by the parties using the Mediation Procedures of the International Institute for Conflict Prevention and Resolution, with the exception of paragraph 2 (Selecting the Mediator). If, after good faith efforts, the parties are unable to resolve their dispute through mediation within ninety (90) days after the issuance by one of the parties of a request for mediation , then the parties are free to pursue all other legal and equitable remedies available to them. Nothing herein shall preclude a party from filing a timely formal claim in accordance with applicable California law provided, however, that the party shall, if permitted, seei< a stay of said claim during the pendency of any mediation.

Either party may seel< to enforce any written agreement reached by the parties during mediation in any court of competent jurisd iction.

Other Matters
In the event that any term or provision of this Engagement Letter shall be held to be invalid, void or unenforceable, then the remainder of the Engagement Letter shall not be affected, and each such term and provision shall be valid and enforceable to the fullest extent permitted by law.

This Engagement Letter shall serve as the Authority's authorization for the use of e-mail and other electronic methods to transmit and receive information, including confidential information , between KPMG and the Authority and between KPMG and outside specialists or other entities engaged by either KPMG or the Authority. The Authority acknowledges that e-mail travels over the public Internet, which is not a secure means of communication and, thus, confidentiality of the transmitted information could be compromised through no fault of KPMG. KPMG will employ commercially reasonable efforts and tal<e appropriate precautions to protect the privacy and confidentiality of transmitted information . i;PMG Llr 1.-; ,1 O da·.•:i11~ li: 1,i tc d I ,1l•il11 v µ ,u l11,:1~lup ,111rl th" U.S. 111-~ 1n h ,~1 fi1 rn ,>I 11.u KPt~IG 11,!h \L•1I: r•f 111rl.::1.,•r1:b111 flll'rnl i\"!1 fi11noc; ,1 1f1li,1h·d ·.-111h IT!Ni l:11,n11 d•l •l.-.1 C,• 'I J1.11,. -1 !:r r i(; 11,l dll !111\ 1,\, .. ), :. '.:-:. 1•:~ ,m111 /. ~
Santa Clara Stadium Authority
March 29, 2021

In an effort to facilitate efficient communication between KPMG and the Authority related to the attest engagement and to track engagement progress, KPMG may provide the Authority with access to certain on line tools. If such access is provided to the Authority , the Authority shall be responsible for: (i) its users' access and use of such tools (including the information its users may upload to such tools and compliance with all laws and regulations applicable to use or access by the Authority's users outside of the United States (e.g. export control and data privacy laws and regulations)), and (ii) protecting the security of the account credentials in its possession for each user including timely informing KPMG when the Authority individuals' access should be removed. The Authority acknowledges that it shall not provide third parties (agents or contractors) with access to such tools without KPMG's written consent, use such tools as a system of record, nor use such tools other than for purposes of the attest engagement. The KPMG online tools include technology licensed from Microsoft, and the Authority's use of such Microsoft technology is subject to the Microsoft End-User Terms available at http://www.kpmginfo.com/NDPPS/media/docs/144210-1A NAS MicrosoftEnd-UserTerms.pdf .

Except as permitted by law or as set forth in this paragraph, neither party shall acquire hereunder any right to use the name or logo of the other party or any part thereof, and any such use shall require the express written consent of the owner party. The Authority agrees that KPMG may list the Authority as a client in KPMG's internal and external marketing materials, including KPMG websites and social media, indicating the general services rendered (e.g., "[the Santa Clara Stadium Authority] is an Audit client of KPMG LLP"). Further, for purposes of the services described in this Engagement Letter only, the Authority hereby grants to l<PMG a limited, revocable, non-exclusive, non-transferable, paid up and royalty-free license, without right of sublicense, to use all logos, trademarks and service marks of the Authority solely for presentations or reports to the Authority or for internal KPMG presentations and intranet sites.

The Authority and KPMG acknowledge and agree that each shall comply with all applicable United States export control laws and regulations in the performance of each party's respective responsibilities under the Engagement Letter. Unless requested by KPMG to allow it to complete its audit, the Authority will not provide KPMG, or grant KPMG access to, (a) information (including technical data or technology), verbally, electronically, or in hardcopy, (b) software or (c) hardware, that is controlled for export by the United States government under the Arms Export Control Act of 1976, Export Control Reform Act of 2018, the International Traffic in Arms Regulations ("!TAR"), Export Administration Regulations ("EAR"), Department of Energy Part 810 Regulations or Nuclear Regulatory Commission Part 110 Regulations, except information, software or hardware that is classified as EAR99 under the EAR ("Export Controlled Information") . If KPMG requests Export Controlled Information from the Authority, the Authority shall provide KPMG with notice of provision of Export Controlled Information at least 48 hours prior to providing such Export Controlled Information to KPMG.

KPMG is a limited liability partnership comprising both certified public accountants and certain principals who are not licensed as certified public accountants . Such principals may participate in the engagements to provide the services described in this Engagement Letter.

The documentation for this engagement is the property of KPMG. If l<PMG receives a subpoena; other validly issued administrative, judicial, government or investigative regulatory demand or request; or other legal process requiring it to disclose the Authority's confidential information ("Legal Demand"), KPMG shall, unless prohibited by law or such Legal Demand, provide prompt written notice to the Authority of such Legal Demand in order to permit it to seek a protective order. So long as l(PMG gives notice as provided herein, KPMG shall be entitled to comply with such Legal Demand to the extent required by law, subject to any protective order or the like that may have been entered in the matter. In the event KPMG is requested or authorized by the Authority , or is required by law, rule, regulation or Legal Demand in a proceeding or investigation to which l<PMG is not a named party or respondent, to produce KPMG's documents or personnel as witnesses or for interviews, or M'i· .. IG LLF' 1$ a Dcl.1-.-.-a,,; 111 1.IIL'd l1;1 t,i ,;y p.i rll L' blt 1p ,11vl llm U.S. 1111,rnb.:-1 !i11 11111 tl m KPk1G n,'l\', ;,J I; <•I ind ~p,1 nd!->nl 111dnbm li1m <: ,1 ll 11it1 l,1d \':11h ,Pl .,n fqt,:••1 ,r:,,, , .. , (,, 'f•: ,1 ,1111, \ I ,.ri IG h 1•,:rP 1t1,,11 .. 1 °), d :l, ·.1·:~ ,;1 1!t l·,· ~
Santa Clara Stadium Authority
March 29, 2021

otherwise to make information relating to the service under the Engagement Letter available to a third party, or the Authority, the Authority shall reimburse KPMG for its professional time, at its then-current standard hourly rates, and expenses, including reasonable attorneys' fees and expenses, incurred in producing documents or personnel or providing information pursuant to such requests, authorizations or requirements.

KPMG, as an accounting firm, has an obligation to comply with applicable professional standards. Certain professional standards, including AICPA Code of Professional Conduct Section 1. 700, "Confidential Client Information Rule," adopted by the American Institute of Certified Public Accountants and similar rules adopted by the ooards of accountancy of many states, prohibit the disclosure of client confidential information without client consent, except in limited circumstances . KPMG represents to the Authority that KPMG will treat the Authority's confidential information in accordance with applicable professional standards .

KPMG may work with and use the services of other members of the international KPMG network of independent firms and entities controlled by, or under common control with, one or more KPMG member firms (together with KPMG, the "KPMG Firms") to provide services to the Authority . The KPMG Firms, together with the entities compris ing KPMG International, shall be referred to herein as the "l<PMG Parties." In connection with the performance of services under this Engagement Letter, the l<PMG Firms may, in their discretion, utilize the services of third party service providers within or outside of the United States to complete the services under this Engagement Letter. KPMG Parties and such third parties may have access to your confidential information from offshore locations. In addition, KPMG uses third party service providers within and outside of the United States to provide, at its direction, back-office administrative and clerical, or analytical services to KPMG and these third party service providers may in the performance of such services have access to your confidential information. In particular, KPMG's audit technologies, software productivity tools and certain technology infrastructure and, necessarily, your confidential information, may be hosted in cloud environments operated by KPMG Parties or such third party service providers . In addition, for purposes of fulfilling our professional responsibilities, such as maintaining independence and performing conflict checks, the Authority will be listed as a client in internal KPMG Parties' systems accessible on a need to know basis to KPMG Parties. KPMG represents that it has technical, legal and/or other safeguards , measures and controls in place to protect your confidential information from unauthorized disclosure or use.

You also understand and agree that the KPMG Parties, with the assistance of third parties as outlined above, may use all the Authority information for other purposes consistent with our professional standards, such as improving the delivery or quality of audit and other services or technology to you and to other clients, thought leadership projects, to allow you and other clients to evaluate various business transactions and opportunities, and for use in presentations to you, other clients and non-clients. When your information is used outside of the KPMG Parties or such third parties assisting them as outlined above, the Authority will not be identified as the source of the information .

Except as otherwise provided for in this Engagement Letter, neither party may assign, transfer or delegate any of its rights, obligations, claims or proceeds from claims arising under or relating to this Engagement Letter (including by operation of law, in which case the assigning party will, to the extent legally permissible, give as much advance written notice as is reasonably practicable thereof) without the prior written consent of the other party, such consent not to be unreasonably withheld. Any assignment in violation hereof shall be null and void. ***** **
Our engagement herein is for the provision of annual audit services for the financial statements for the periods described in Appendix I of the financial statement audit engagement letter, and it is understood that such !~ F'/--,IG LLP ,s ,1 D l•l,l'.'.',1 1,! l11 r,ited /1 ,1lii l1!y f.•,11t111;1::l11p .irh l llw U.S 111l ·1 1,b ,1 r fir1n •>f the J<Pl,IG 1101·.,, ,r!; r,I 11\fl::pt:ud:i nt fll 1' 11 ,l 1:•r li11n •; ;il!ili:lk d vn lh !,Pi.Ki ln h: •11,11 u•I C,·,·1 \ 1Jli," I \,, fl.! (1 h ,1,:r11 1!1,-11,01 ·; ,.. •;v. 1•:~ ,, 11111:
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Santa Clara Stadium Authority
March 29, 2021

services are provided as a single annual engagement. Pursuant to our arrangement as reflected in this Engagement Letter we will provide the services set forth in Appendix I of the financial statement audit engagement letter as a single engagement for each of the Authority's subsequent fiscal years until either those charged with governance or we terminate this agreement, or mutually agree to the modification of its terms.

The fees for each subsequent year will be annually subject to negotiation and approval by those charged with governance.

Based upon our discussions with and representations of the Authority, we estimate that fees for these services is $15,000. This estimate is based on the level of experience of the individuals who will perform the services. In addition, expenses are billed for reimbursement as incurred. Circumstances encountered during the performance of these services that warrant additional time or expense could cause us to be unable to deliver the services within the above estimates. We will endeavor to notify you of any such circumstances as they are assessed.

Our fees and expenses will be billed every two weeks as charges are incurred. All invoices shall be paid within 30 days after the date thereof. In the event any invoice is not timely paid as set forth herein, then upon five days prior written notice to you, KPMG may terminate its performance hereunder and will not be responsible for any loss, costs, or expense thereby resulting. It is understood that neither our fees nor the payment thereof will be contingent upon the results of our engagement.

Where KPMG is reimbursed for expenses, it is KPMG's policy to bill clients the amount incurred at the time the good or service is purchased . If KPMG subsequently receives a volume rebate or other incentive payment from a vendor relating to such expenses, l<PMG does not credit such payment to the client. Instead, KPMG applies such payments to reduce its overhead costs, which costs are taken into account in determining KPMG's standard billing rates and certain transaction charges which may be charged to clients.

All fees, charges and other amounts payable to KPMG under the Engagement Letter do not include any sales, use, excise, value added, income or other applicable taxes, tariffs or duties, payment of which shall be the Authority's sole responsibility, excluding any applicable taxes based on KPMG's net income or taxes arising from the employment or independent contractor relationship between KPMG and its personnel.

KPk lG LLP ,-; a D,,1_w1arl, li11 1i1..: d l1,\;1ih!y p,111n~1,::h1r> .i11,1 lh,? U.S 11h'1nl>~·1 l 1r rn LJ ! the r:Pr..lG 1,tll•:.c,1 I: r,f nvJ ! ~ l' ll( l .wt 111>.: 1111,c r fii 111-; ,1 fl il1aled ·:t1th f~:"J:.-1 '1 1111, 111 1 ,t: - 11 11 c .i,,i .-.,.111•, : 1 i r ·1 IG l1: 1t: 111 11 111o1.,I' 1 ,I :h- ,-: :- ,•11 111 .-.

Santa Clara Stadium Authority
March 29, 2021

We shall be pleased to discuss this Engagement Letter with you at any time. For your convenience in confirming these arrangements, we enclose a copy of this Engagement Letter. Please sign and return it to us.

Very truly yours,

KPMG LLP
/j!J1)J,1.., /!, 11-,
Lisa Avis
Managing Director
This Engagement Letter correctly sets forth the understanding of the Santa Clara Stadium Authority .

ACCEPTED
Santa Clara Stadium Authority
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Authorized Signature
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Title
Date
KPMG UP 1s a Dt1!awart1 limited habihly pa11ne1sh1p and the U.S. memhe1 firm 1Jf lhe KPMG fhJl\\ 011: uf mdepiJndent ml!rtibe, firms alf1lialt1d with f~PMG l11tv111;ili <!1t1l Cunr,m.1t/l/,) n:Pl,IG lr1to1rn11i,,n;l\" j a Sv.-i:.~ ,1n 1i1 y. ~
March 29, 2021
Santa Clara Stadium Authority
1500 Warburton Avenue
Santa Clara, California 95050
Attention: Finance Director

PRIVATE

KPMG LLP
500 Capitol Mall, Ste 2100
Sacramento, CA 95814-4754
Telephone + 1 916 448 4700
Fax +19165541199
kpmg.com
This Engagement Letter (Engagement Letter) sets forth our understanding of the terms and objectives of our engagement and the nature and limitations of the services KPMG LLP ("KPMG") will provide.

We will apply the following agreed-upon procedures to the Shared Stadium Expenses of Santa Clara Stadium Authority (the Authority) for the year ended March 31, 2021. The Authority is responsible for the Shared Stadium Expenses. The sufficiency of the procedures is solely the responsibility of the specified users of the report: the Santa Clara Stadium Authority . Consequently, we make no representation regarding the sufficiency of the procedures either for the purpose for which our report is being prepared or for any other purpose.

Execution of this Engagement Letter will signify the Authority's agreement to the procedures and to its responsibility for the sufficiency of the procedures for its purposes .

1. Obtain the Stadium Lease Agreement by and between the Santa Clara Stadium Authority and Forty Niners Stadium Company LLC dated as of March 28, 2012, as amended and restated as of June 19, 2013 (Lease Agreement).

2. Obtain the following Shared Expense categories utilized by Management Co, select 100 non-labor expenditures, and agree them to the original source documents (i.e. vendor invoice, agreements, etc.) and to the Lease agreement in Procedure 1.
a. Day to day expenses (the Authority's share of 50%)
b. Capital repairs and capital expenditures (the Authority 's share of 50%) c. Groundskeeping services (the Authority's share of 30%)

3. For SSL Sales and Services, select 20 Commission and 10 Bonus payouts, trace and agreed the amount to the payroll report, employment agreement or payout approval, and verify that the expenditure was reasonable and properly allocated to the Stadium Authority as agreed in Procedure 1.

4. For non-SSL Sales and Services transactions , select 20 Bonus and/or Commission payouts, trace and agreed the amount to payroll report, employment agreement or payout approval, and verify that the expenditure was reasonable and properly allocated to the Stadium Authority as agreed in Procedure 1.

5. For fulltime labor transactions, select 30 payouts and 10 accruals, trace and agree the sample to the original source documents, verify that the expense was properly charged and allocated to the Stadium Authority as agreed in Procedure.
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Santa Clara Stadium Authority
March 30, 2021

6. Review the Shared Expense details and determine if there are any Related Party transactions. If so, then select 10 samples, trace the payout to the original source documents or agreements, verify that there is no conflict of interest and that the expenditure was reasonable and properly allocated to the Stadium Authority as agreed in Procedure 1.

The Authority acknowledges its responsibility for determining the scope of the engagement, including the subject matter and criteria used in evaluating the subject matter, agreeing to the procedures and the sufficiency of such procedures for the Authority's purposes. At the conclusion of the engagement, the Authority agrees to supply us with a representation letter that will include the Authority's assertion about the Shared Expenses based on the criteria and will include:
a. a statement that all known matters contradicting the subject matter or assertion and any communication from regulatory agencies or others affecting the subject matter or assertion have been disclosed to us including communications received between the end of the period addressed in the written assertion and the date of our report,
b. a statement acknowledging its responsibility for the subject matter and the assertion, selecting the criteria, when applicable, and determining that such criteria are appropriate for its purposes, c. a statement that it has provided us with access to all records relevant to the subject matter and the agreed-upon procedures, and
d. other matters as we may deem appropriate.

If such a representation letter is not provided, which includes the aforementioned assertion, it may be necessary for us to withdraw from the engagement.

Our engagement to apply agreed-upon procedures will be performed in accordance with the attestation standards established by the American Institute of Certified Public Accountants . Because the agreed-upon procedures referred to above do not constitute an examination or review, we will not express an opinion or conclusion on Shared Expenses of the Authority. Our report will include a statement to that effect. In addition, we have no obligation to perform any procedures beyond those referred to above.

Our written independent accountants' agreed-upon procedures report will include a list of the procedures performed (or reference thereto) and the related findings. Our report will also contain a paragraph indicating that had we performed additional procedures, other matters might have come to our attention that would·have been reported to you. We have no responsibility to update our report for events and circumstances occurring after the date of such report.

Our report is intended solely for the use of the Authority, and is not intended for use by those who have not agreed to the procedures and taken responsibility for the sufficiency of the procedures for their purposes. Our report will include a statement to that effect. If you request that additional specified users of the report be added, we will require that they acknowledge, in writing, their agreement with the procedures and their responsibility for the sufficiency of the procedures for their purposes.

If we are unable to complete the agreed-upon procedures referred to above, we will discuss the matter with you during the engagement. In such circumstances, we may conclude that we will not issue a report as a result of this engagement.

Santa Clara Stadium Authority
March 30, 2021

Because of the importance of management's representations to the effective performance of our services, the Authority hereby releases KPMG and its personnel from and against any and all claims, liabilities, costs, and expenses relating to our services under this Engagement Letter attributable to any misrepresentations in the representation letter referred to above. The provisions of this paragraph shall apply regardless of the form of action, damage, claim, liability, cost, expense, or loss asserted, whether in contract, statute, tort (including but not limited to negligence) or otherwise.

The Authority will indemnify, defend, and hold KPMG and its personnel harmless from and against any and all claims, liabilities, costs, and expenses asserted against KPMG by any third party to the extent resulting from or attributable to (i) that party's use or possession of, or reliance upon, KPMG's report or reference to KPMG's services hereunder as a result of the Authority's disclosure of such report or reference thereto other than to the specified user(s) or (ii) any misrepresentations in the representation letter referred to above. The foregoing indemnification obligation shall apply regardless of whether the third party claim alleges a breach of contract, violation of statute or tort (including without limitation negligence) by KPMG.

The Authority hereby releases KPMG and its personnel from and against any and all claims, liabilities, costs, and expenses relating to our services under this Engagement Letter, except to the extent determined to have resulted from the gross negligence of KPMG personnel.

The Authority will indemnify, defend, and hold KPMG and its personnel harmless from and against any and all claims, liabilities, costs, and expenses asserted against KPMG by any third party to the extent resulting from or attributable to that party's use or possession of, or reliance upon, l<PMG's report or reference to KPMG's services hereunder as a result of the Authority's disclosure of such report or reference thereto.

Dispute Resolution
The parties agree that any dispute or claim arising out of or relating to the Engagement Letter and the related contract or the services provided thereunder shall first be submitted to non-binding mediation as a prerequisite to litigation. Mediation may take place at a location to be designated by the parties using the Mediation Procedures of the International Institute for Conflict Prevention and Resolution, with the exception of paragraph 2 (Selecting the Mediator). If, after good faith efforts, the parties are unable to resolve their dispute through mediation within ninety (90) days after the issuance by one of the parties of a request for mediation, then the parties are free to pursue all other legal and equitable remedies available to them. Nothing herein shall preclude a party from filing a timely formal claim in accordance with applicable California law provided, however, that the party shall, if permitted, seek a stay of said claim during the pendency of any mediation.

Either party may seek to enforce any written agreement reached by the parties during mediation in any court of competent jurisdiction.

Other Matters
In the event that any tern, or provision of this Engagement Letter shall be held to be invalid, void or unenforceable, then the remainder of the Engagement Letter shall not be affected, and each such term and provision shall be valid and enforceable to the fullest extent permitted by law.

This Engagement Letter shall serve as the Authority's authorization for the use of e-mail and other electronic methods to transmit and receive information, including confidential information, between KPMG and the Authority and between KPMG and outside specialists or other entities engaged by either KPMG or the Authority. The Authority acknowledges that e-mail travels over the public Internet, which is not a secure means of communication and, thus, confidentiality of the transmitted information could be compromised through no Santa Clara Stadium Authority
March 30, 2021

fault of KPMG. KPMG will employ commercially reasonable efforts and take appropriate precautions to protect the privacy and confidentiality of transmitted information .

In an effort to facilitate efficient communication between KPMG and the Authority related to the attest engagement and to track engagement progress, KPMG may provide the Authority with access to certain online tools. If such access is provided to the Authority, the Authority shall be responsible for: (i) its users' access and use of such tools (including the information its users may upload to such tools and compliance with all laws and regulations applicable to use or access by the Authority's users outside of the United States (e.g. export control and data privacy laws and regulations)), and (ii) protecting the security of the account credentials in its possession for each user including timely informing KPMG when the Authority individuals' access should be removed. The Authority acknowledges that it shall not provide third parties (agents or contractors) with access to such tools without KPMG's written consent, use such tools as a system of record, nor use such tools other than for purposes of the attest engagement. The KPMG online tools include technology licensed from Microsoft, and the Authority's use of such Microsoft technology is subject lo the Microsoft End-User Terms available at http://www.kpmqinfo.com/NDPPS/media/docs/144210-1 A NAS MicrosoftEnd-UserTerms .pdf.

Except as permitted by law or as set forth in this paragraph, neither party shall acquire hereunder any right to use the name or logo of the other party or any part thereof, and any such use shall require the express written consent of the owner party. The Authority agrees that l<PMG may list the Authority as a client in KPMG's internal and external marketing materials, including KPMG websites and social media, indicating the general services rendered (e.g., "[the Santa Clara Stadium Authority] is an Audit client of KPMG LLP"). Further, for purposes of the services described in this Engagement Letter only, the Authority hereby grants to KPMG a limited, revocable, non-exclusive, non-transferable, paid up and royalty-free license, without right of sublicense, to use all logos, trademarks and service marks of the Authority solely for presentations or reports to the Authority or for internal KPMG presentations and intranet sites.

The Authority and KPMG acknowledge and agree that each shall comply with all applicable United States export control laws and regulations in the performance of each party's respective responsibilities under the Engagement Letter. Unless requested by KPMG to allow it to complete its audit, the Authority will not provide KPMG, or grant KPMG access to, (a) information (including technical data or technology), verbally, electronically, or in hardcopy, (b) software or (c) hardware, that is controlled for export by the United States government under the Arms Export Control Act of 1976, Export Control Reform Act of 2018, the International Traffic in Arms Regulations ("ITAR"), Export Administration Regulations ("EAR"), DepaIiment of Energy Part 810 Regulations or Nuclear Regulatory Commission Part 110 Regulations, except information, software or hardware that is classified as EAR99 under the EAR ("Export Controlled Information") . If KPMG requests Export Controlled Information from the Authority, the Authority shall provide KPMG with notice of provision of Export Controlled Information at least 48 hours prior to providing such Export Controlled Information to KPMG .

KPMG is a limited liability partnership comprising both certified public accountants and certain principals who are not licensed as certified public accountants. Such principals may participate in the engagements to provide the services described in this Engagement Letter.

The documentation for this engagement is the property of KPMG. If KPMG receives a subpoena; other validly issued administrative, judicial, government or investigative regulatory demand or request; or other legal process requiring it to disclose the Authority's confidential information ("Legal Demand"), l<PMG shall, unless prohibited by law or such Legal Demand, provide prompt written notice to the Authority of such Legal Demand in order to permit it to seek a protective order. So long as KPMG gives notice as provided herein, KPMG shall be entitled to comply with such Legal Demand to the extent required by law, subject to any protective order or the like that may have been entered in the matter. In the event KPMG is requested or authorized by the Authority, or is Santa Clara Stadium Authority
March 30, 2021

required by law, rule, regulation or Legal Demand in a proceeding or investigation to which KPMG is not a named party or respondent, to produce KPMG's documents or personnel as witnesses or for interviews, or otherwise to make information relating to the service under the Engagement Letter available to a third party, or the Authority, the Authority shall reimburse KPMG for its professional time, at its then-current standard hourly rates, and expenses, including reasonable attorneys' fees and expenses , incurred in producing documents or personnel or providing information pursuant to such requests, authorizations or requirements.

KPMG, as an accounting firm, has an obligation to comply with applicable professional standards . Certain professional standards, including AICPA Code of Professional Conduct Section 1.700, "Confidential Client Information Rule," adopted by the American Institute of Certified Public Accountants and similar rules adopted by the boards of accountancy of many states, prohibit the disclosure of client confidential information without client consent, except in limited circumstances. KPMG represents to the Authority that KPMG will treat the Authority's confidential information in accordance with applicable professional standards.

KPMG may work with and use the services of other members of the international KPMG network of independent firms and entities controlled by, or under common control with, one or more KPMG member firms (together with KPMG, the "KPMG Firms") to provide services to the Authority. The KPMG Firms, together with the entities comprising l<PMG International, shall be referred to herein as the "KPMG Parties." In connection with the performance of services under this Engagement Letter, the KPMG Firms may, in their discretion, utilize the services of third party service providers within or outside of the United States to complete the services under this Engagement Letter. KPMG Parties and such third parties may have access to your confidential information from offshore locations. In addition, l<PMG uses third party service providers within and outside of the United States to provide, at its direction, back-office administrative and clerical, or analytical services to KPMG and these third party service providers may in the performance of such services have access to your confidential information . In particular, KPMG's audit technologies, software productivity tools and certain technology infrastructure and, necessarily, your confidential information, may be hosted in cloud environments operated by KPMG Parties or such third party service providers. In addition, for purposes of fulfilling our professional responsibilities, such as maintaining independence and performing conflict checks, the Authority will be listed as a client in internal KPMG Parties' systems accessible on a need to know basis to KPMG Parties. KPMG represents that it has technical, legal and/or other safeguards, measures and controls in place to protect your confidential information from unauthorized disclosure or use.

You also understand and agree that the KPMG Parties, with the assistance of third parties as outlined above, may use all the Authority information for other purposes consistent with our professional standards, such as improving the delivery or quality of audit and other services or technology to you and to other clients, thought leadership projects, to allow you and other clients to evaluate various business transactions and opportunities, and for use in presentations to you, other clients and non-clients. When your information is used outside of the KPMG Parties or such third parties assisting them as outlined above, the Authority will not be identified as the source of the information.

Except as otherwise provided for in this Engagement Letter, neither party may assign , transfer or delegate any of its rights, obligations, claims or proceeds from claims arising under or relating to this Engagement Letter (including by operation of law, in which case the assigning party will, to the extent legally permissible , give as much advance written notice as is reasonably practicable thereof) without the prior written consent of the other party, such consent not to be unreasonably withheld. Any assignment in violation hereof shall be null and void. *******
~
Santa Clara Stadium Authority
March 30, 2021

Our engagement herein is for the provision of annual audit services for the financial statements for the periods described in Appendix I of the financial statement audit engagement letter, and it is understood that such services are provided as a single annual engagement. Pursuant to our arrangement as reflected in this Engagement Letter we will provide the services set forth in Appendix I of the financial statement audit engagement letter as a single engagement for each of the Authority's subsequent fiscal years until either those charged with governance or we terminate this agreement, or mutually agree to the modification of its terms .

The fees for each subsequent year will be annually subject to negotiation and approval by those charged with governance.

Based upon our discussions with and representations of the Authority, we estimate that fees for these services is $20,000. This estimate is based on the level of experience of the individuals who will perform the services. In addition, expenses are billed for reimbursement as incurred. Circumstances encountered during the performance of these services that warrant additional time or expense could cause us to be unable to deliver the services within the above estimates. We will endeavor to notify you of any such circumstances as they are assessed.

Our fees and expenses will be billed every two weeks as charges are incurred. All invoices shall be paid within 30 days after the date thereof. In the event any invoice is not timely paid as set forth herein, then upon five days prior written notice to you, KPMG may terminate its performance hereunder and will not be responsible for any loss, costs, or expense thereby resulting. It is understood that neither our fees nor the payment thereof will be contingent upon the results of our engagement.

Where KPMG is reimbursed for expenses, it is KPMG's policy to bill clients the amount incurred at the time the good or service is purchased. If KPMG subsequently receives a volume rebate or other incentive payment from a vendor relating to such expenses, KPMG does not credit such payment to the client. Instead, KPMG applies such payments to reduce its overhead costs, which costs are taken into account in determining KPMG's standard billing rates and certain transaction charges which may be charged to clients.

All fees, charges and other amounts payable to l<PMG under the Engagement Letter do not include any sales, use, excise, value added, income or other applicable taxes, tariffs or duties, payment of which shall be the Authority's sole responsibility, excluding any applicable taxes based on KPMG's net income or taxes arising from the employment or independent contractor relationship between KPMG and its personnel.

Santa Clara Stadium Authority
March 30, 2021

We shall be pleased to discuss this Engagement Letter with you at any time. For your convenience in confirming these arrangements, we enclose a copy of this Engagement Letter. Please sign and return it to us.

Very truly yours,
l<PMG LLP
a,4& A,'tv
Lisa Avis
Managing Director
This Engagement Letter correctly sets forth the understanding of the Santa Clara Stadium Authority.

ACCEPTED
Santa Clara Stadium Authority
Authorized Signature
s+~.v~ fh_th~r6 jQ.'1c,s\) ,r £r
Title
Ara·, l 23 1 '21' 2 l
Date

EXHIBIT B

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

Fee Schedule is per Appendix I in the Contractor's proposal entitled, "Engagement Letter" dated March 30, 2021, which is attached to this Exhibit Band incorporated by this reference. In no event shall the amount billed to Authority by Contractor for services under this Agreement exceed seven hundred fifty-four thousand five hundred and fifty­ four dollars (including expenses) for audit services for fiscal year ending March 31, 2021 thru March 31, 2025. All fees are subject to annual budget appropriations.

Agreement with KPMG LLP/Exhibit B-Schedule of Fees
Rev. 07-01-18

EXHIBIT C

INSURANCE REQUIREMENTS

INSURANCE COVERAGE REQUIREMENTS

FOR PROFESSIONAL SERVICES
Without limiting the Consultant's indemnification of the Santa Clara Stadium Authority ("Stadium Authority"), and prior to commencing any of the Services required under this Agreement, the Consultant shall provide and maintain in full force and effect during the period of performance of the Agreement and for twenty-four (24) months following acceptance by the Stadium Authority, at its sole cost and expense, the following insurance policies from insurance companies authorized to do business in the State of California. These policies shall be primary insurance as to the Stadium Authority so that any other coverage held by the Stadium Authority shall not contribute to any loss under Consultant's insurance. The minimum coverages, provisions and endorsements are as follows:

A. COMMERCIAL GENERAL LIABILITY INSURANCE

1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$1,000,000 Each Occurrence
$2,000,000 General Aggregate
$2,000,000 Products/Completed Operations Aggregate
$1,000,000 Personal Injury

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

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

Agreement with KPMG LLP/Exhibit C-lnsurance Requirements Rev. 07-01-18

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

In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated wastes and/or hazardous or regulated materials, Consultant and/or its subcontractors involved in such activities shall provide coverage with a limit of one million dollars ($1,000,000) per accident covering transportation of such materials by the addition to the Business Auto Coverage Policy of Environmental Impairment Endorsement MCS90 or Insurance Services Office endorsement form CA 99 48, which amends the pollution exclusion in the standard Business Automobile Policy to cover pollutants that are in or upon, being transported or towed by, being loaded onto, or being unloaded from a covered auto.

C. WORKERS' COMPENSATION

1. Workers' Compensation Insurance Policy as required by statute and employer's liability with limits of at least one million dollars ($1,000,000) policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accident/Bodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.

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

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

D. PROFESSIONAL LIABILITY
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against negligent acts, errors or omissions of the Consultant. Coverage shall be in an amount of not less than one million dollars ($1,000,000) per claim or two million dollars ($2,000,000) aggregate. Any coverage containing a deductible or self­ retention must first be approved in writing by the Stadium Authority General Counsel's Office.

Agreement with KPMG LLP/Exhibit C-lnsurance Requirements Rev. 07-01-18

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

1. Additional Insureds. The Santa Clara Stadium Authority, its governing board, officers, employees, and agents ("Indemnified Parties") are hereby added as additional insureds in respect to liability arising out of Consultant's work for the Stadium Authority.

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

3. Cancellation.
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non-payment of premiums shall be effective until written notice has been given to the Stadium Authority at least thirty (30) days prior to the effective date of such modification or cancellation.

In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of non-renewal. b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to the Stadium Authority at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of non-renewal.

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

F. ADDITIONAL INSURANCE RELATED PROVISIONS
Consultant and the Stadium Authority agree as follows:

Agreement with KPMG LLP/Exhibit C-lnsurance Requirements Rev. 07-01-18

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

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

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

G. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Consultant, and each and every subcontractor (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to the Stadium Authority and as described in this Agreement.

Consultant shall file with the Stadium Authority all certificates and blanket endorsements for the required insurance policies for the Stadium Authority's approval as to adequacy of the insurance protection.

H. EVIDENCE OF COMPLIANCE
Consultant or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage, and be delivered to the Stadium Authority through its representative as set forth below, at or prior to execution of this Agreement. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to the Stadium Authority pursuant to this Agreement shall be mailed to:

Agreement with KPMG LLP/Exhibit C-lnsurance Requirements Rev. 07-01-18

Santa Clara Stadium Authority [Finance Department]
c/o Ebix, Inc.

P.O. Box 100085 - S2
Duluth, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
or 1 Ebix Way
John's Creek, GA 30097
Email address: [email protected]
I. QUALIFYING INSURERS
All of the insurance companies providing insurance for Consultant shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the Stadium Authority or its insurance compliance representatives.

Agreement with KPMG LLP/Exhibit C-lnsurance Requirements Rev. 07-01-18

Ebix Insurance No. *S200002724
AMENDMENT NO. 1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

SANT A CLARA STADIUM AUTHORITY
AND

KPMG LLP

PREAMBLE
This agreement ("Amendment No. 1 ") is entered into between the Santa Clara Stadium Authority (Authority), a joint powers agency created pursuant to Section 6532 of the California Government Code (Authority) and KPMG LLP, a Delaware registered limited liability partnership, (Contractor). Authority and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
A. The Parties previously entered into an agreement entitled "Agreement for Services Between the Santa Clara Stadium Authority and KPMG LLP, dated June 25, 2021 (Agreement); and
B. The Parties entered into the Agreement for the purpose of having Contractor provide financial statement and agreed-upon procedures audits, and the Parties now wish to amend the Agreement to include ad hoc audit projects and increase the maximum compensation by One Hundred Thousand Dollars ($100,000) for a new revised not to exceed amount of Eight Hundred Fifty-Four Thousand Five Hundred and Fifty-Four Dollars ($854,554).

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 3 of the Agreement, entitled "Scope of Services & Performance Schedule" is amended to read as follows:
"3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
Contractor shall perform those Services specified in Exhibit A within the time stated in Exhibit A and other ad hoc audit projects. Time is of the essence."

2. Section 6 of the Agreement, entitled "Compensation and Payment" is amended to read as follows:
"6. COMPENSATION AND PAYMENT
Amendment No. 1 to Agreement/*insert Contractor's name
Rev. 10/25/19

In consideration for Contractor's complete performance of Services, Authority shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled "SCHEDULE OF FEES." The maximum compensation of this Agreement is Eight Hundred Fifty-Four Thousand Five Hundred and Fifty-Four Dollars ($854,554), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services."

3. Exhibit B of the Agreement, entitled "Schedule of Fees" is amended to read as follows:
"EXHIBIT B SCHEDULE OF FEES
Contractor will bill Authority on a monthly basis for Services provided by Contractor during the preceding month on an invoice and in a format approved by Authority and subject to verification and approval by Authority. Authority will pay Contractor within thirty (30) days of Authority's receipt of an approved invoice.

Fee Schedule is per Appendix I in the Contractor's proposal entitled, "Engagement Letter" dated March 30, 2021, which is attached to this Exhibit B and incorporated by this reference. In no event shall the amount billed to Authority by Contractor for services under this Agreement exceed Eight Hundred Fifty-Four Thousand Five Hundred and Fifty-Four Dollars ($854,554), including expenses, for audit and other ad hoc audit projects for fiscal year ending March 31, 2021 thru March 31, 2025. All fees are subject to annual budget appropriations."

4. Except as set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. In case of a conflict in the terms of the Agreement and this Amendment No. 1, the provisions of this Amendment No. 1 shall control.

The Parties acknowledge and accept the terms and conditions of this Amendment No. 1 as evidenced by the following signatures of their duly authorized representatives.

Amendment No. 1 to Agreement/KPMG LLP
Rev. 10/25/2019

SANT A CLARA STADIUM AUTHORITY
a Joint Exercise of Powers Entity, created through Government Code sections 6500 et seq.

Approved as to Form: Dated:
~ 1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
"AUTHORITY"

KPMG LLP
a Delaware Registered Limited Liability Partnership
Dated: ~/Iv-a
By (Signature): 5/30/24 - - - --- --- --------Name: Lisa Avis Title: Managing Director
Principal Place of 500 Capitol Mall, Ste.2100
Business Address: Sacramento, CA 95814
Email Address: [email protected]
Telephone : (916) 551-3115
Fax: (916)554-1199
"CONTRACTOR "
Amendment No. 1 to Agreement/KPMG LLP
Rev. 10/25/2019

Amendment No. 2 to Agreement/KPMG LLP Page 1
Rev. 10/25/19
Ebix Insurance No. S200002724

AMENDMENT NO. 2

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

SANTA CLARA STADIUM AUTHORITY
AND

KPMG LLP

PREAMBLE
This agreement (“Amendment No. 2”) is entered into between the Santa Clara Stadium Authority (Authority), a joint powers agency created pursuant to Section 6532 of the California Government Code and KPMG LLP, a Delaware registered limited liability partnership (Contractor). Authority and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. The Parties previously entered into an agreement entitled “Agreement for Services Between the Santa Clara Stadium Authority and KPMG LLP, dated June 25, 2021 (Agreement); and
B. The Agreement was previously amended by Amendment No. 1, dated June 26, 2024, and is again amended by this Amendment No. 2. The Agreement and all previous amendments are collectively referred to herein as the “Agreement as Amended”; and
C. The Parties entered into the Agreement as Amended for the purpose of having Contractor provide financial statement and agreed-upon procedures audits, and the Parties now wish to amend the Agreement as Amended to extend the term of the agreement to June 30, 2026.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 2 of the Agreement as Amended, entitled “Term of Agreement” is amended to read as follows:
“2. TERM OF AGREEMENT
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the Effective Date of this Agreement and terminate on June 30, 2026.”
Amendment No.2 to Agreement/KPMG LLP Page 2
Rev. 10/25/2019

2. Except as set forth herein, all other terms and conditions of the Agreement as Amended shall remain in full force and effect. In case of a conflict in the terms of the Agreement as Amended and this Amendment No. 2, the provisions of this Amendment No. 2 shall control.

The Parties acknowledge and accept the terms and conditions of this Amendment No. 2 as evidenced by the following signatures of their duly authorized representatives.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation

Approved as to Form: Dated:

GLEN R. GOOGINS
Stadium Authority Counsel

JŌVAN D. GROGAN
Executive Director
Santa Clara Stadium Authority
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771

“AUTHORITY”

KPMG LLP
a Delaware Registered Limited Liability Partnership

Dated:

By (Signature):

Name: Jamie Cavin
Title: Managing Director, Audit
Principal Place of
Business Address: 60 Rio Salado Pkwy., Tempe, AZ 85281
Email Address: [email protected]
Telephone: (505) 453-6611
Fax: (480) 393-1850
“CONTRACTOR”
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-313 Agenda Date: 3/24/2026

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on an Amendment No. 2 to the Agreement with Integrated Communication Systems for Fire Alarm Testing, Inspection, Maintenance, and Related Services 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 conducted a Request For Proposals (RFP) process for fire alarm testing, inspection, maintenance, and related services. The highest scoring proposer took exception to the terms and conditions agreed upon in their initial proposal response during the agreement execution stage. Representatives from the Stadium Manager and vendor attempted to resolve issues related to indemnity and liability provisions but could not mutually agree on the terms proposed by the vendor. The Stadium Authority Counsel reviewed the vendor’s proposed language and concurred with the Stadium Manager’s concerns. As such, the Stadium Manager recommended moving forward with the second-highest rated proposer in the Stadium Manager’s RFP process, Integrated Communication Systems (ICS).

On May 23, 2023, the Stadium Authority Board approved an Agreement with ICS to provide fire alarm testing, inspection, maintenance, and related services at Levi’s Stadium (Agreement) (Attachment 1).

The Agreement included an initial three-year term through March 31, 2026, with the option to extend the agreement for two additional one-year periods, in an amount not to exceed $115,000 for the first contract year, $117,000 for the second contract year, and $120,000 for the third contract year, for a total not to exceed amount of $352,000 over the three-year period. 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.

On June 24, 2025, the Stadium Authority Board approved an Amendment No. 1 to the Agreement with ICS to increase the not to exceed amount to $133,000 for the second contract year and $160,000 for the third contract year, for a total not to exceed amount of $408,000 over the three-year period, with the option to extend the agreement for two additional one-year periods, subject to budget appropriations (Attachment 2).

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To ensure continuity of fire alarm testing, inspections, maintenance, and related 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 ICS:

1. Approve and authorize the Stadium Manager to execute an Amendment No. 2 to the Agreement with ICS to increase the maximum compensation by $160,000 to cover services from April 1, 2026 to March 31, 2027 (Attachment 3).

2. Authorize the Executive Director to approve future amendments to the Agreement with ICS to exercise the final one-year option for the fifth contract year and increase the not-to-exceed amount by $168,000 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 with ICS, 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 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 $824,200.

The Stadium Manager’s request for an Amendment No. 2 to the Agreement with ICS 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. 2 to the Agreement with ICS includes an increase to the total agreement amount, an updated compensation and fee schedule in Exhibit B-2, and additional delegation of authority to the Executive Director for future amendments related to contract year five and the additional six months, which require additional Stadium Authority Board action. As such, Amendment No. 2 is being presented for the Stadium Authority Board’s approval.

A Recommendation Memo was submitted describing the Stadium Manager’s request in more detail (Attachment 4).

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

As noted above, the Executive Director has delegated authority 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. As the delegated authority did not cover increases in the not-to-exceed agreement amount and updates to the compensation and fee schedule, the requested Amendment No. 2 is provided for approval.

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26-313 Agenda Date: 3/24/2026
The rate increases in Exhibit B-2 ranged from 5-6.4%, exceeding the regional Consumer Price Index (CPI). As such, Stadium Authority staff followed up with the Stadium Manager for additional information. The Stadium Manager explained that the rate increases for contract year four aligned with CPI trends and the percentage increases year over year for the first three years of the agreement. The rate increase in the second year was 5%, and in the third year, it was 4%.

To ensure efficiencies through administrative approval, which was intended through the original request for approval of the Agreement with ICSs with delegated authority to the Executive Director to approve their exercise of option years, the Stadium Manager is also requesting the Stadium Authority Board also delegate authority to the Executive Director for future amendments, specifically, 1) 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 $168,000 (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 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. 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 $824,200.

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) $408,000
Optional Year 4 (4/1/26 - 3/31/27) $160,000
Optional Year 5 (4/1/27 - 3/31/28) $168,000
6-Month As-Need Extension Period (4/1/28 - 9/30/28) $88,200 Total Not-to-Exceed Maximum Compensation $824,200
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 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 increases 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 City of Santa Clara Printed on 3/20/2026Page 3 of 6
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26-313 Agenda Date: 3/24/2026
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 and Amendment No. 1 to Agreement with Integrated Communication Systems, and the draft Amendment No. 2, staff recommends approval of the Stadium Manager’s requests related to the Agreement with ICS to continue fire alarm testing, inspection, maintenance, and related services at Levi’s Stadium with minor modifications - with respect to the recommendation to approve Amendment No. 2, 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. 2 described above for comparison to the Stadium Authority’s customary language. Nothing in the proposed Amendment No. 2 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
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. The proposed action does not constitute a “project” within the meaning of the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15378(a), as it has no potential to result in either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment.

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. 2 to the Agreement with ICS will increase the agreement’s total not-to City of Santa Clara Printed on 3/20/2026Page 4 of 6
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26-313 Agenda Date: 3/24/2026
-exceed amount by $160,000, from $408,000 to $568,000 over the four-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 $842,200 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 costs for the Amendment No. 2 to the Agreement with ICS (up to $80,000). 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.

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. Approve and authorize the Stadium Manager to execute an Amendment No. 2 to the Agreement with Integrated Communication System for fire alarm testing, inspections, maintenance, and related services at Levi’s Stadium to increase the maximum compensation by $160,000 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 Integrated Communication Systems to exercise the final one-year option for the fifth contract year, increase the not-to-exceed amount by $168,000 to cover services from April 1, 2027 to March 31, 2028, and adjust the compensation and 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 Integrated Communication System, 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 $88,200 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 with Integrated City of Santa Clara Printed on 3/20/2026Page 5 of 6
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26-313 Agenda Date: 3/24/2026
Communication Systems, inclusive of all contract years and the six-month extension period, shall not exceed $824,200.

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

ATTACHMENTS

1. Agreement with Integrated Communication Systems

2. Amendment No. 1 to Agreement with Integrated Communication Systems

3. Draft Amendment No. 2 to Agreement with Integrated Communication Systems

4. Stadium Manager’s Recommendation Memo
City of Santa Clara Printed on 3/20/2026Page 6 of 6
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Agreement No: 10172
1 LEVI’S STADIUM GENERAL SERVICES AGREEMENT

BY AND BETWEEN

STADIUM MANAGER
AND

INTEGRATED COMMUNICATION SYSTEMS
This Agreement for the Performance of Services (“Agreement”) is made and entered into on June 1, 2023 (“Effective Date”) by and between INTEGRATED COMMUNICATION SYSTEMS, a California corporation with its principal place of business at 6680 Via Del Oro, San Jose, CA 95119 (“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 fire alarm testing, inspection, maintenance, and related 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: AE6A7E3F-D59A-4685-B90D-CBFCF2578092 Agreement No: 10172
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 Authority’s Affiliates (including without limitation, the Authority’s 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), Manager’s 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 Manager’s 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: AE6A7E3F-D59A-4685-B90D-CBFCF2578092 Agreement No: 10172
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, Contractor’s 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 Contractor’s 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 DocuSign Envelope ID: AE6A7E3F-D59A-4685-B90D-CBFCF257B092 Agreement No: 10172
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.

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 Contractor’s 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. 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.

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.

DocuSign Envelope ID: AE6A7E3F-D59A-4685-B90D-CBFCF2578092 Agreement No: 10172
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”).

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 Contractor’s obligations under this Agreement.

C. Contractor’s 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 Contractor’s 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 DocuSign Envelope ID: AE6A7E3F-D59A-4685-B90D-CBFCF2578092 Agreement No: 10172
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 Contractor’s 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 Stadium’s 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 Stadium’s sustainability and recycling, composting or trash removal programs. Stadium Manager will DocuSign Envelope ID: AE6A7E3F-D59A-4685-B90D-CBFCF2578092 Agreement No: 10172
7 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.

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 Contractor’s 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 Manager’s 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 Contractor’s 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 DocuSign Envelope ID: AE6A7E3F-D59A-4685-B90D-CBFCF257B092 Agreement No: 10172
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: AE6A7E3F-D59A-4685-B90D-CBFCF2578092 Agreement No: 10172
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 Contractor’s 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 Manager’s 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 Manager’s 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), DocuSign Envelope ID: AE6A7E3F-D59A-4685-B90D-CBFCF257B092 Agreement No: 10172
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 party’s 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 Manager’s 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: AE6A7E3F-D59A-4685-B90D-CBFCF2578092 Agreement No: 10172
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 Contractor’s 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 Manager’s sole discretion.

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 MANAGER’S 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.

DocuSign Envelope ID: AE6A7E3F-D59A-4685-B90D-CBFCF2578092 Agreement No: 10172
12 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, Levi’s 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 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 Manager’s reporting requirements with respect to Contractor’s 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.

DocuSign Envelope ID: AE6A7E3F-D59A-4685-B90D-CBFCF2578092 Agreement No: 10172
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 Contractor’s 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.

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:

DocuSign Envelope ID: AE6A7E3F-D59A-4685-B90D-CBFCF2578092 Agreement No: 10172
14 Attention: Francine Hughes, Executive 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: Legal Department
Address: Integrated Communication Systems
6680 Via Del Oro
San Jose, CA 95119
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 attorney’s 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, expert’s fees, and attorney’s fees. If mediation DocuSign Envelope ID: AE6A7E3F-D59A-4685-B90D-CBFCF2578092 Agreement No: 10172
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.

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 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 Contractor’s principal place of business and at the project site.

Contractor shall defend, indemnify and hold the Indemnified Parties free and harmless from any 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 day’s work. Pursuant to Section 1813 of the California Labor Code, Contractor shall forfeit a penalty of $25.00 per worker for each day that each worker is permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week, except when payment for DocuSign Envelope ID: AE6A7E3F-D59A-4685-B90D-CBFCF2578092 Agreement No: 10172
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 contractor’s and subcontractors’ current registration with the Department of Industrial Relations to perform public work. Contractor is directed to review, fill out and execute the “Public Works Contractor Registration Certification” attached hereto as Exhibit E 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 Contractor’s 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 Contractor’s performance of Services, including any delay, shall be Contractor’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay subject to any applicable liquidated damages and shall not be compensable by the Stadium Manager.

Contractor shall defend, indemnify and hold the Indemnified Parties free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor.

G. It shall be Contractor’s sole responsibility to comply with, and maintain adequate records of its adherence to, all applicable state prevailing wage requirement. Contractor is DocuSign Envelope ID: AE6A7E3F-D59A-4685-B90D-CBFCF2578092 Agreement No: 10172
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 Contractor’s 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: AE6A7E3F-D59A-4685-B90D-CBFCF2578092 Agreement No: 10172
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: AE6A7E3F-D59A-4685-B90D-CBFCF2578092 Agreement No: 10172
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:

INTEGRATED COMMUNICATION SYSTEMS

By:_________________________________

Name: Aaron Colton

Title: President

DocuSign Envelope ID: AE6A7E3F-D59A-4685-B90D-CBFCF257B092 G
DocuSigned by:
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9DD87D1 CEC5C46E ...

Agreement No: 10172
20 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 fire alarm testing, inspections, and maintenance services as specified in this Exhibit A and at the rates contained in Exhibit B, both of which are attached and incorporated into the Agreement, at Levi’s Stadium for a multiyear period beginning June 1, 2023 through March 31, 2026, as requested by Stadium Manager; provided however, if the services extend 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. Testing, maintenance and inspection work will occur throughout the year at Levi’s Stadium located at 4900 Marie P. DeBartolo Way in Santa Clara, CA 95054. Testing, inspection and maintenance services are required on a recurring schedule. 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.

B. General Requirements

a. Contractor must possess the appropriate certification(s), and experience with the EST3 fire alarm systems to perform the Services. Contractor’s responsibilities will include performing fire alarm testing, inspection, and maintenance in accordance with both NFPA-72, California Fire Code, as they may be amended from time to time, and other applicable guidelines. Contractor’s will coordinate in advance with Stadium Manager all testing, inspection, and maintenance that Contractor performs under this Agreement.
b. Contractor will adhere to the prevailing wage and reporting requirements referenced in the Agreement and Exhibit G (“Prevailing Wage”), which is attached and incorporated into this Agreement.
c. Contractor shall perform the work described herein and shall furnish all labor, equipment, tools, special skills and materials required to perform the Services. d. Contractor shall provide Stadium Manager and maintain a current list of emergency numbers for 24-hour emergency response. Contractor shall initiate remedial action with one (1) hour of notification. Stadium Manager will determine what circumstances constitute an emergency in its sole discretion.
e. Contractor shall provide the following categories of work:
i. Regular semi-annual and annual testing, inspection, and maintenance ii. Corrective maintenance items found on regular testing and inspections iii. Emergency services
iv. On-site response
v. Parts cost for modules, batteries, devices, switches, detectors, relays vi. Provide parts for corrective maintenance – provide a percentage off manufacturers’ list price
vii. Repair and Programming of alarm logic

C. Minimum Qualifications

a. Contractor must possess, and continue to possess throughout the Term, the following minimum qualifications to be perform the Services under this Agreement:
i. Current C-10 Electrical Contractor License;
DocuSign Envelope ID: AE6A7E3F-D59A-4685-B90D-CBFCF2578092 Agreement No: 10172
21 ii. EST3 Fire Alarm certification;
iii. Knowledge regarding all other current alarm systems defined below; iv. State of California Fire/Life/Safety technician certification; v. State of California electrician certification;
vi. Knowledge regarding NFPA-72 and California Fire Code; vii. Successfully have provided similar Fire Alarm Testing, Maintenance and Inspection services for a minimum of five (5) years for public assembly venues with a capacity of at least 20,000 patrons utilizing EST3 fire alarm systems. viii. Contractor’s personnel providing onsite service must have a minimum of three (3) years’ experience in providing similar Fire Alarm Testing, Maintenance and Inspection services to public assembly venues referenced in item 7 above.

D. System Description

a. Contractor must be, and remain throughout the Term, knowledgeable regarding, and familiar with, EST3 fire alarm systems, including: modular hardware and software components, network components and rail modules (LRMs).

E. Preventive Maintenance

a. Contractor will be responsible for performing the work detailed in the Preventive Maintenance section of the EST3 Installation and Service Manual. The Preventive Maintenance section of the EST3 Installation and Service Manual provides a scope for preventative maintenance governed by NFPA-72; however, Levi’s Stadium was designed and permitted under the 2010 California Building Code (CBC) as amended by local amendments adopted by the City of Santa Clara. Contractor may propose additional testing and maintenance work to Stadium Manager based on contractor’s experience with similar systems, but such work will be subject to prior authorization by Stadium Manager. Contractor is responsible for being thoroughly familiar with the EST3 preventative maintenance requirements, as well as any other requirements from the NFPA, and the California Fire Code, as they may be amended from time to time.

b. Unless Stadium Manager has existing stock or replacement parts, Contractor will provide necessary replacement of deficient or inoperable devices, including for those deficient or inoperable devices found during the course of system testing, inspection or preventative maintenance, or those devices that have failed during operation in connection with its maintenance responsibilities. Contractor must only use original replacement components manufactured by the original equipment manufacturer or other compatible components to preserve U.L. Listings and meet NFPA requirements.

F. Emergency Services & Onsite Response

a. Contractor will make emergency service response between scheduled tests available 24 hours a day/seven (7) days a week to minimize system down time. Stadium Manager will determine what circumstances constitute an emergency in its sole discretion. Contractor will provide support via a telephone response within (thirty) 30 minutes of being notified of an emergency, and Contractor’s service technicians shall be onsite within four (4) hours. Contractor will handle non-emergency calls, as determined by Stadium Manger, the next business day.

G. Levi’s Stadium Alarm Detail

a. Contractor will provide the Services, including fire alarm testing, inspection and maintenance work, for the fire alarm system devices referenced below:

DocuSign Envelope ID: AE6A7E3F-D59A-4685-B90D-CBFCF2578092 Agreement No: 10172
22 FIRE ALARM SYSTEM DEVICES QUANTITY
Alarm 4
Auxiliary 442
Control 207
Indicating 1889
Initiating 841
Monitor 157
Supervisory 164
Kitchen Ansul Systems 55
TOTAL DEVICES 3,759
H. Service Delivery
Annual Testing: Testing of all devices on the fire alarm system (required once per year) shall be performed during normal business hours Monday through Friday, 7:30 a.m. to 4:30 p.m.

Semi-Annual Testing: Water Flow, Valve Tamper Devices and Batteries (required every six months) shall be performed during normal business hours.

1. Inspection times shall be between the hours of 7:30 a.m. to 4:30 p.m.

2. Test all common area notification appliance devices (Horns, Horn/Strobes, Strobes)

3. Test common area supervisory alarms, water flow switches, temper switches, back flow preventer switches, and PIV switches

4. Test common area pull stations, heat detectors, smoke detectors, duct detectors

5. Loading test batteries on remote power supplies and fire alarm control panel

6. Prepare and submit reports

All deficiencies must be corrected within 90 days of the initial inspection.

DocuSign Envelope ID: AE6A7E3F-D59A-4685-B90D-CBFCF2578092 Agreement No: 10172
23 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.

Item Description
6/1/2023 - 3/31/2024
Year One
Pricing
4/1/2024 - 3/31/2025
Year Two
Pricing
4/1/2025 to 3/31/2026
Year Three
Pricing
1 Fire Alarm Annual
Inspection, Testing,
Inspection and
Maintenance Services
(lump sum)
$85,100.00

$87,683.00

$90,343.00

2 Semi Annual Fire Alarm
Testing, Inspection and
Maintenance Services
$11,808.00 $12,162.00 $12,526.00
3 Labor Rates for Non-
Contracted, Scheduled
Work

Straight Time

Overtime at 1.5 times

Double Time

$165.00 per hour
$250.00 per hour
$330.00 per hour

$175.00 per hour
$265.00 per hour
$350.00 per hour

$185.00 per hour
$275.00 per hour
$370.00 per hour

Labor Rates for Non-Contracted Scheduled Work and Description of Labor Rates:

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

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

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

1.5 times the hourly rate

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

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

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

7. Sundays and holidays shall be charged double the hourly rate

Reimbursable Expenses for Non-Contracted Work:

1. Materials shall be provided at MSRP less 10%

2. Parking/toll

3. CAD Drawing/Prints

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

DocuSign Envelope ID: AE6A7E3F-D59A-4685-B90D-CBFCF2578092 Agreement No: 10172
24 Total Not to Exceed Amount for Three Years: $352,000 Year One – 6/1/23 through 3/31/24 - $115,000 inclusive of cost for additional services as required.

Year Two – 4/1/24 through 3/31/25 - $117,000 inclusive cost for additional services as required.

Year Three – 4/1/25 through 3/31/26 - $120,000 inclusive of cost for additional services as required.

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

DocuSign Envelope ID: AE6A7E3F-D59A-4685-B90D-CBFCF2578092 Agreement No: 10172
25 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 “Contractor’s Certification Regarding Worker’s Compensation” attached hereto as Exhibit F and incorporated herein by this reference prior to Agreement execution.

4. Employer’s 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 Contractor’s 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 employer’s 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: AE6A7E3F-D59A-4685-B90D-CBFCF2578092 Agreement No: 10172
26 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 individual’s performance of duties for or on behalf of Contractor, with Contractor’s knowledge, approval or acquiescence, Contractor’s 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: AE6A7E3F-D59A-4685-B90D-CBFCF2578092 Agreement No: 10172
27 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, Contractor’s 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: AE6A7E3F-D59A-4685-B90D-CBFCF2578092 Agreement No: 10172
28 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 contractor’s and subcontractors’ current registration with the Department of Industrial Relations to perform public work.

Contractor hereby certifies that it is aware of the registration requirements set forth in Labor Code Sections 1725.5 and 1771.1 and is currently registered as a contractor with the Department of Industrial Relations.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: AE6A7E3F -D59A-4685 -B90D-CBFCF257B092 •
•
•
ICS Integrated Communication Systems
1000001138
06/30/2024
ICS Integrated Communication Systems
Aaron Colton, President
5/24/2023
Agreement No: 10172
29 EXHIBIT F
CONTRACTOR’S CERTIFICATION REGARDING WORKER’S 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 Worker’s Compensation or to undertake self-insurance in accordance with the provisions of the Code, and I, the undersigned Contractor, agree to and will comply with such provisions before commencing the performance of the Services on this Agreement.

Name of Contractor:

By: _________________________
Signature
_________________________
Name (Print)
_________________________
Title (Print)
DocuSign Envelope ID: AE6A7E3F -D59A-4685 -B90D-CBFCF257B092 ICS Integrated communication systems
Aaron Colton
President
Amendment No. 1

AMENDMENT NO. 1

TO THE AGREEMENT FOR GENERAL SERVICES
CONTRACT NUMBER 10172

BETWEEN

STADIUM MANAGER
AND

ICS INTEGRATED COMMUNICATION SYSTEMS

1. Parties and Date.

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

2. Recitals.

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

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

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

3. Terms.

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

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

3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that Docusign Envelope ID: 2CEF45CD-8E88-4A1F-9E93-29A015521A36 Amendment No. 1

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

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

[SIGNATURES CONTINUED ON NEXT PAGE]
Docusign Envelope ID: 2CEF45CD-8E88-4A1F-9E93-29A015521A36 Amendment No. 1

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

FORTY NINERS STADIUM

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

ICS INTEGRATED COMMUNICATION

SYSTEMS

Aaron Colton
Chief Executive Officer

Date

Docusign Envelope ID: 2CEF45CD -8E88-4A1F -9E93-29A015521A36 6/30/2025 6/30/2025
Amendment No. 1

EXHIBIT B-1

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

Item Description
6/1/2023 - 3/31/2024
Year One
Pricing
4/1/2024 - 3/31/2025
Year Two
Pricing
4/1/2025 to 3/31/2026
Year Three
Pricing
1 Fire Alarm Annual
Inspection, Testing,
Inspection and
Maintenance Services
(lump sum)
$85,100.00

$87,683.00

$90,343.00

2 Semi Annual Fire Alarm
Testing, Inspection and
Maintenance Services
$11,808.00 $12,162.00 $12,526.00
3 Labor Rates for Non-
Contracted, Scheduled
Work

Straight Time

Overtime at 1.5 times

Double Time

$165.00 per hour
$250.00 per hour
$330.00 per hour

$175.00 per hour
$265.00 per hour
$350.00 per hour

$185.00 per hour
$275.00 per hour
$370.00 per hour

Labor Rates for Non-Contracted Scheduled Work and Description of Labor Rates:

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

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

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

1.5 times the hourly rate

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

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

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

7. Sundays and holidays shall be charged double the hourly rate

Reimbursable Expenses for Non-Contracted Work:

1. Materials shall be provided at MSRP less 10%

2. Parking/toll

3. CAD Drawing/Prints

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

Docusign Envelope ID: 2CEF45CD-8E88-4A1F-9E93-29A015521A36 Amendment No. 1

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

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

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

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

Docusign Envelope ID: 2CEF45CD-8E88-4A1F-9E93-29A015521A36 Amendment No. 2
Contract Number 10172

AMENDMENT NO. 2

TO THE GENERAL SERVICES AGREEMENT
CONTRACT NUMBER 10172

BETWEEN

FORTY NINERS STADIUM MANAGEMENT COMPANY LLC
AND

INTEGRATED COMMUNICATION SYSTEMS

1. Parties and Date.

This Amendment No. 2 to the General Serv ices Agreement (“Amendment No. 2”) by and between the Forty Niners Stadium Manageme nt Company LLC (“Stadium Manager”) and Integrated Communication Systems, California corporation with its principal place of business at 6680 Via Del Oro, San Jose, CA 95119 (“Contract or”) 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 “General Services Agreement Between Forty Niners Stadium Management Company LLC and Integrated Communication Systems”, dated June 1, 2023 (“Original Agreement”) as amended by that “Amendment No. 1 to General Services Agreement” dated April 17, 2025 (“Amendment No. 1”), for the purpose of Stadium Manager securi ng services as described in Exhibit A (the “Services”) from Contractor during the period of June 1, 2023 through March 31, 2026 (“Term”).

The Original Agreement and Amendment No. 1 sha ll be collectively referred to herein as the “Agreement” unless otherwise noted.

2.2 Amendment Purpose. The Stadium Manager and Contractor desire to amend the Agreement to extend the Term in which Contractor shall pr ovide Services and update the applicable fees for the exte nded Term and to increase th e not-to-exceed amount under the Agreement.

2.3 Amendment Authority. This Amendment N o. 2 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-1, Contractor Comp ensation and Fees is hereby deleted in its entirety and replaced with Exhibit B-2, Contractor Compensation and Fees, which is attached hereto and incorporated herein by this reference.

3.3 Continuing Effect of Othe r Provisions. Except as amended by Amendment No. 1 and this Amendment No. 2, all other provisions of the Agreement remain in full force and effect Amendment No. 2
Contract Number 10172

and shall govern the actions of the parties under this Amendment No. 2. From and after the Effective Date of this Amendment No. 2, whenever the term “General Services Agreement” or “Agreement” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 1, and this Amendment No. 2.

3.4 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. 2.

3.5 Severability. If any portion of this Am endment No. 2 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

IN WITNESS WHEREOF, the Parties have caused this Amendment No. 2 to be executed by their respective authorized representatives.

FORTY NINERS STADIUM

MANAGEMENT COMPANY LLC

Approved By:

Francine Hughes
EVP and General Manager

Date

INTEGRATED COMMUNICATION

SYSTEMS

Aaron Colton
Chief Executive Officer

Date

Amendment No. 2
Contract Number 10172

EXHIBIT B-2

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.

Item Description
6/1/2023 -
3/31/2024
Year One
Pricing
4/1/2024 -
3/31/2025
Year Two
Pricing
4/1/2025 to
3/31/2026
Year Three
Pricing
4/1/2026 to
3/31/2027
Year Four
Pricing
1 Fire Alarm Annual Inspection,
Testing, Inspection and
Maintenance Services (lump
sum
)
$85,100.00

$87,683.00

$90,343.00

$94,860.00
2 Semi Annual Fire Alarm
Testing, Inspection and
Maintenance Services
$11,808.00 $12,162.00 $12,526.00 $13,152.00
3 Labor Rates for Non-
Contracted, Scheduled Work

Straight Time

Overtime at 1.5 times

Double Time

$165.00 per
hour

$250.00 per
hour

$330.00 per
hour

$175.00 per
hour

$265.00 per
hour

$350.00 per
hour

$185.00 per
hour

$275.00 per
hour

$370.00 per
hour

$195.00 per
hour

$292.50 per
hour

$390.00 per
hour

Labor Rates for Non-Contracted Scheduled Work and Description of Labor Rates:

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

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

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

1.5 times the hourly rate

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

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

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

7. Sundays and holidays shall be charged double the hourly rate

Reimbursable Expenses for Non-Contracted Work:

1. Materials shall be provided at MSRP less 10%

2. Parking/toll

3. CAD Drawing/Prints

4. Shipping Cost

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

Amendment No. 2
Contract Number 10172

Total Not to Exceed Amount for Four Years: $568,000
Year One – 6/1/23 through 3/31/24 - $115,000 inclusive of cost for additional services as required.

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

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

Year Four – 4/1/26 through 3/31/27 - $160,000 inclusive of cost for additional services as required.

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

ate: 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 - Integrated Communication Systems (ICS) Contract Amendment

Recommendation:

1. Approve and authorize the Stadium Manager to execute an Amendment No. 2 to the Agreement with ICS (Agreement) for fire alarm testing, inspections, maintenance, and related services at Levi’s Stadium to increase the maximum compensation by $160,000 to cover services from April 1, 2026 to March 31, 2027.

2. Authorize the Executive Director to approve future amendments to the Agreement to: (a) exercise the final one-year option for the fifth contract year and increase the not-to- exceed amount by $168,000 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 $88,200 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 $824,200.

Background:

On May 23, 2023, the SCSA Board approved Stadium Manager’s request to establish a three- year agreement with ICS for fire alarm testing, inspections, maintenance, and related services, which includes an option to renew for two one-year periods. The initial term of the Agreement was from June 1, 2023, through March 31, 2026, with an aggregate not-to-exceed amount of

STADIUM

FORTY NINERS STADIUM MANAGEMENT COMPANY
$352,000. The Board authorized the Executive to approve the exercise of any option to extend the agreement for up to two additional one-year periods, subject to budget appropriations. On June 24, 2025, the Board approved Amendment No. 1, which increased the aggregate not-to- exceed amount to $408,000.

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

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 of $88,200 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 $824,200, inclusive of all contract years and the six-month extension period.

Description Combine NTE
Initial Three-Year Term (4/1/23-3/31/26) $408,000
Optional Year 4 (4/1/26-3/31/27) $160,000
Optional Year 5 (4/1/27-3/31/28) $168,000
6-Month As-Needed Extension Period (4/1/28-9/30/28) $88,200 Total Not-to-Exceed Maximum Compensation $824,200

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-316 Agenda Date: 3/24/2026

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on an Amendment No. 3 to the Agreement with Everon LLC for Fire Sprinkler Testing, Inspection, and Maintenance Services 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 completed a Request For Proposals (RFP) process for fire sprinkler testing, inspection, maintenance, and related services, which received three proposals. The Stadium Manager recommended an award to the highest-ranked proposer offering the best value, ADT Commercial LLC.

On March 21, 2023, the Stadium Authority Board approved the Stadium Manager’s request to establish a three-year agreement with ADT Commercial LLC to provide fire sprinkler testing, inspection, maintenance, and related services with an option to renew for two one-year periods (Agreement) (Attachment 1). The initial term of the agreement was from April 1, 2023 through March 31, 2026, with a not-to-exceed amount of $228,000 over the three-year period. 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.

After executing the three-year agreement, ADT Commercial was acquired by GTCR, a private equity firm, and rebranded to Everon, LLC. On September 17, 2025, the Stadium Manager and Everon, LLC entered into a Forty Niners Stadium Management Company LLC Consent to Assignment Agreement for the purpose of executing a separate Amendment No. 1 to the service agreement to expand the scope to include a fire sprinkler head installation, as required by the Santa Clara Fire Department through an annual inspection. The Stadium Manager executed Amendment No. 1, effective October 10, 2025, to include the additional services (Attachment 2).

On November 18, 2025, the Stadium Authority Board ratified the Amendment No. 1 to the Agreement with Everon, LLC that covered a necessary fire sprinkler installation; approved and authorized the Stadium Manager to execute Amendment No. 2 to the Agreement with Everon, LLC to increase the not to exceed amount by $24,000 for contract year three, for a total not to exceed amount of City of Santa Clara Printed on 3/20/2026Page 1 of 6
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$252,000 over the initial three-year period (Attachment 3); and authorized the Executive Director to approve future amendments to the Agreement with Everon, LLC to exercise options to extend the term for two additional one year periods, and increase the not to exceed agreement amounts for contract years four and five in amounts determined by the Executive Director as necessary and appropriate to provide fire sprinkler testing, inspection, maintenance, and related services, subject to budget appropriations.

To ensure continuity of fire sprinkler testing, inspection, maintenance, and related services in advance of the initial three-year term expiring on March 31, 2026, the Stadium Manager is requesting approval the following actions related to the Agreement with Everon LLC:

1. Approve and authorize the Stadium Manager to execute an Amendment No. 3 to the Agreement with Everon LLC to increase the maximum compensation by $94,000 to cover services from April 1, 2026 to March 31, 2027 (Attachment 4);

2. Authorize the Executive Director to 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 $98,700 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

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 $49,862 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 $494,562.

The Stadium Manager’s request for an Amendment No. 3 to the Agreement with Everon LLC to increase the agreement by $94,000 for contract year four 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. 3 to the Agreement with Everon LLC also includes an updated compensation and fee schedule reflected in Exhibit B-2 and additional delegation of authority to the Executive Director for future amendments related to the contract year five and six-month extension require additional Stadium Authority Board action. As such, the requests are being presented to the Stadium Authority Board for approval.

A Recommendation Memo was submitted describing the Stadium Manager’s request in more detail (Attachment 5).

DISCUSSION
Stadium Manager has a continued need for comprehensive fire sprinkler testing, inspection, and maintenance services to support the day-to-day operations and maintenance of Levi’s Stadium.

Regular testing of the fire sprinkler system is essential for the stadium's safe operation. The vendor City of Santa Clara Printed on 3/20/2026Page 2 of 6
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performs routine inspections in accordance with the National Fire Protection Association (NFPA) standards, conducts corrective maintenance when issues are identified, and provides onsite response and emergency services as needed.

As noted above, the Executive Director has delegated authority to approve future amendments to the Agreement with Everon, LLC to exercise options to extend the term for two additional one-year periods and increase the not to exceed agreement amounts for contract years four and five in amounts determined by the Executive Director as necessary and appropriate, subject to budget appropriations. As the delegated authority did not cover updates to the compensation and fee schedule, the requested Amendment No. 3 is provided for approval.

In staff’s review, the rate increases for all routine services under Exhibit B-2 were reasonable and reflective of the regional Consumer Price Index (CPI). For additional services, the rate increased by

4.6%, which slightly exceeded the region’s CPI at 2.7%, and Stadium Authority staff followed up with the Stadium Manager for additional justification. The vendor proposed a significantly higher rate and the Stadium Manager negotiated a 4.6% increase. Stadium Authority staff calculated the impact of the additional services increase, which would increase by a total of approximately $1,200 a year. This is offset by the savings where there is no rate increase or the increase was lower than the CPI for the routine rates. As such, staff had no additional concerns with the increase.

To ensure efficiencies through administrative approval, which was intended through the original request for approval of the Agreement, the Stadium Manager is also requesting for additional delegation of authority to the Executive Director, 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 $98,700 (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 2) approve a 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 $49,862 (reflective of a 1% 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 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 $494,562.

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) $252,000
Optional Year 4 (4/1/26 - 3/31/27) $94,000
Optional Year 5 (4/1/27 - 3/31/28) $98,700
6-Month As-Need Extension Period (4/1/28 - 9/30/28) $49,862 Total Not-to-Exceed Maximum Compensation $494,562
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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 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 ADT Commercial LLC and Amendments No. 1 and 2 to the Agreement with Everon LLC, the draft Amendment No. 3, and additional justification provided by the Stadium Manager, staff recommends approval of the Stadium Manager’s requests related to the Agreement with Everon LLC to continue fire sprinkler testing, inspection, maintenance, and related services at Levi’s Stadium with minor modifications - respect to the recommendation to approve Amendment No. 3, 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 six-month extension period, 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. 3 for comparison to the Stadium Authority’s customary language. Nothing in the proposed Amendment No. 3 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
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. The proposed action does not constitute a “project” within the meaning of the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15378(a), as it has no potential to result in either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the City of Santa Clara Printed on 3/20/2026Page 4 of 6
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environment.

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. 3 to the Agreement with Everon LLC will increase the agreement’s total not-to-exceed amount by $94,000 for contract year four, for a total aggregate amount of $346,000. 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 $494,562 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 costs for the Amendment No. 3 with Everon LLC (up to $47,000). 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.

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. Approve and authorize the Stadium Manager to execute an Amendment No. 3 to the Agreement with Everon LLC for fire sprinkler testing, inspection, and maintenance services at Levi’s Stadium to increase the maximum compensation by $94,000 to cover services from April 1, 2026 to March 31, 2027 and update the compensation and fee schedule to Exhibit B-2;

2. Authorize the Executive Director to approve future amendments to the Agreement with Everon LLC to exercise the final one-year option for the fifth contract year, increase the not-to-exceed amount by $97,800 to cover services from April 1, 2027 to March 31, 2028, 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, all subject to the same basic terms and conditions and budget appropriations;
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3. Authorize the Executive Director to approve future amendment to the Agreement with Everon LLC, 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 total not-to-exceed amount by $49,862 to cover 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 with Everon LLC, inclusive of all contract years and the six-month extension period, shall not exceed $494,562.

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

ATTACHMENTS

1. Agreement with ADT Commercial LLC

2. Amendment No. 1 to the Agreement with Everon LLC

3. Amendment No. 2 to the Agreement with Everon LLC

4. Draft Amendment No. 3 to the Agreement with Everon LLC

5. Stadium Manager’s Recommendation Memo
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Contract No: 10157
1 LEVI’S STADIUM GENERAL SERVICES AGREEMENT

BY AND BETWEEN

FORTY NINERS STADIUM MANAGEMENT COMPANY LLC
AND

ADT COMMERICAL LLC
This Agreement for the Performance of Services (“Agreement”) is made and entered into on April 1, 2023 (“Effective Date”) by and between ADT COMMERICAL LLC, a Colorado Limited Liability Corporation with its principal place of business at 1501 Yamato Road, Boca Raton, FL 33431 (“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 fire sprinkler testing, inspection, and 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: 15A862C7-0466-4E48-8A60-0C2E53C41A66 Contract No: 10157
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 Authority’s Affiliates (including without limitation, the Authority’s 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), Manager’s 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 Manager’s 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: 15A862C7-0466-4E48-8A60-0C2E53C41A66 Contract No: 10157
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, Contractor’s 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 Contractor’s 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: 15A862C7-0466-4E48-8A60-0C2E53C41A66 Contract No: 10157
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 Contractor’s 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. 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.

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: 15A862C7-0466-4E48-8A60-0C2E53C41A66 Contract No: 10157
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 Contractor’s obligations under this Agreement.

C. Contractor’s 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 Contractor’s 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 Contractor’s breach of this Agreement, including any loss of income; and (b) Contractor shall be considered in material DocuSign Envelope ID: 15A862C7-0466-4E48-8A60-0C2E53C41A66 Contract No: 10157
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 Stadium’s 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 Stadium’s 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: 15A862C7-0466-4E48-8A60-0C2E53C41A66 Contract No: 10157
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 Contractor’s 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 Manager’s 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 Contractor’s 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: 15A862C7-0466-4E48-8A60-0C2E53C41A66 Contract No: 10157
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: 15A862C7-0466-4E48-8A60-0C2E53C41A66 Contract No: 10157
9 subcontractors, or for any other matters relating to Contractor's employees or subcontractors.

12. COMPENSATION AND PAYMENT.

A. In consideration for Contractor’s 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 Manager’s 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 Manager’s 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: 15A862C7-0466-4E48-8A60-0C2E53C41A66 Contract No: 10157
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 party’s 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 Manager’s 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 Contractor’s 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 Manager’s sole discretion.

DocuSign Envelope ID: 15A862C7-0466-4E48-8A60-0C2E53C41A66 Contract No: 10157
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 MANAGER’S 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, Levi’s 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: 15A862C7-0466-4E48-8A60-0C2E53C41A66 Contract No: 10157
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 Manager’s reporting requirements with respect to Contractor’s 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 Contractor’s 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: 15A862C7-0466-4E48-8A60-0C2E53C41A66 Contract No: 10157
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, Levi’s 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: Adam Roston, Systems Integration Rep
Address: ADT Commercial LLC
4384 Enterprise Place
Fremont, CA 94538
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 DocuSign Envelope ID: 15A862C7-0466-4E48-8A60-0C2E53C41A66 Contract No: 10157
14 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 attorney’s 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, expert’s fees, and attorney’s 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: 15A862C7-0466-4E48-8A60-0C2E53C41A66 Contract No: 10157
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.

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 Contractor’s principal place of business and at the project site.

Contractor shall defend, indemnify and hold the Indemnified Parties free and harmless from any 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 day’s work. Pursuant to Section 1813 of the California Labor Code, Contractor shall forfeit a penalty of $25.00 per worker for each day that each worker is permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week, except when payment for overtime is made at not less than one and 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: 15A862C7-0466-4E48-8A60-0C2E53C41A66 Contract No: 10157
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.

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 contractor’s and subcontractors’ current registration with the Department of Industrial Relations to perform public work. Contractor is directed to review, fill out and execute the “Public Works Contractor Registration Certification” attached hereto as Exhibit E 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 Contractor’s 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 Contractor’s performance of Services, including any delay, shall be Contractor’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay subject to any applicable liquidated damages and shall not be compensable by the Stadium Manager.

Contractor shall defend, indemnify and hold the Indemnified Parties free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor.

G. It shall be Contractor’s sole responsibility to comply with, and maintain adequate records of its adherence to, all applicable state prevailing wage requirement. Contractor is responsible for maintaining and providing the following documentation to Stadium Manager for review and approval within the timeframes specified below. 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 Contractor’s 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: 15A862C7-0466-4E48-8A60-0C2E53C41A66 Contract No: 10157
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: 15A862C7-0466-4E48-8A60-0C2E53C41A66 Contract No: 10157
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:

ADT COMMERICAL LLC

By:_________________________________

Name: Adam Roston
Title: Systems Integration Rep

DocuSign Envelope ID: 15A862C7-0466-4E48 -8A60-0C2E53C41A66 G
DocuSigned by:
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Contract No: 10157
19 EXHIBIT A

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

1. Overview
a. Contractor shall provide testing, inspection, and maintenance services for a multi-year period from April 1, 2023 through March 31, 2026, for the fire suppression systems at the Stadium, as requested by Stadium Manager; provided however, if the services extend 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. Contractor shall provide the following services:
i. Monthly testing, inspections, and maintenance
ii. Quarterly testing, inspections, and maintenance
iii. Annual testing, inspections, and maintenance
iv. 5 –year testing, inspections, and maintenance
v. Additional services as required by Stadium Manager

2. General Requirements
a. Contractor shall perform all testing, inspection and maintenance for the fire sprinkler systems and the dry systems at the Stadium in accordance with the standards set forth by National Fire Protection Association (NFPA), as those standards may be amended from time to time during the Term of the Agreement. The NFPA standards are considered the minimum requirements for this scope of work. It shall be the responsibility of the Contractor to also comply with any recommendations from the equipment manufacturers with respect to testing, inspection and maintenance.
b. Contractor shall perform the work described herein and shall furnish all labor, equipment, tools, special skills and materials required to perform these services. c. All material and work shall be in full accordance with the rules and requirements of the Occupational Safety and Health Administration (OSHA); National Electrical Code (NEG); National Fire Codes published by the National Fire Protection Association (NFPA); California Administrative Codes (CAC); Uniform Building Code (UBC); Uniform Plumbing Code (UPC); and other applicable federal, state, and local laws and regulations. These specifications shall not be construed to permit work not conforming to these requirements. The regulations shall govern where they require higher standards or conflict with the specifications. Rulings and interpretations of the enforcing agencies shall be considered a part of these specifications if commonly known to the trade. All regulations and standards shall be the latest publication unless governing authorities require otherwise. In addition, the entire installation shall be in accord with the best practices available in the industry, and shall present a neat, workman- like appearance upon completion.

3. General Services
a. Contractor shall have, and maintain throughout the Term, expertise in testing, inspecting, maintaining, and servicing facilities with the following characteristics:

DocuSign Envelope ID: 15A862C7-0466-4E48-8A60-0C2E53C41A66 Contract No: 10157
20 i. A fire suppression system with a wet sprinkler system serving most of the facility, but also including several areas with dry systems, pre-action systems, along with specialized systems serving areas such as kitchens and hood vents. ii. The following table sets forth the quantities of each sprinkler head in the Stadium that shall require maintenance and servicing by Contractor:

Sprinkler Type Count

1. Concealed Pendent, QR EC, K=11.2
165F Reliable XLO QREC (SIN R4441)
Tan/Wood
284

2. Concealed Pendent, QR EC, K=11.2
165F Reliable XLO QREC (SIN R4441)
White
1090

3. Concealed Pendent, QR SC, K=5.6
165F Reliable G5-56 (SIN RA3415)
Black
35 4. Concealed Pendent, QR SC, K=5.6
165F Reliable G5-56 (SIN RA3415)
White
1413

5. Dry (12” Barrel) Pendent, QR SC,
K=5.6, 155, Reliable F3QR (SIN
R5714)
217

6. ESFR Pendent, QR, SC, K=16.8, 165F,
Tyco ESFR-17 (SIN TY7226)
41 7. ESFR Upright QR, SC, K=16.8, 165F,
Tyco ESFR-17 (SIN TY7126)
84 8. Exposed Pendent, QR EC, K=8, 155F
Reliable F1FR QREC (SIN R4842)
Black
51 9. Exposed Pendent, QR EC, K=5.6, 155F
Tyco EC-11 QREC (SIN TY5237) Black
99 10. Exposed Pendent, QR SC, K=5.6, 155F
Reliable F1FR56 (SIN RA1414)
134

11. Exposed Sidewall, QR SC, K=5.6, 155F
Reliable F1FR56 (SIN RA1414)
11 12. Exposed Upright, QR EC, K=11.2, 155F
Tyco EC-11 (SIN TY5137) Black
1108

13. Exposed Upright, QR EC, K=5.6, 155F
Reliable F1FR56 (SIN RA1425)
1385
DocuSign Envelope ID: 15A862C7-0466-4E48-8A60-0C2E53C41A66 Contract No: 10157
21 14. Exposed Upright, SR SC, K=8, 155F
Reliable F1 LO (SIN R1742)
8 15. Exposed Upright, SR SC, K=8, 286F
Reliable F1 LO (SIN R1722)
93 16. Institutional Pendent, QR SC, K=5.6,
165F Reliable INST XL (SIN R1334)
5 17. Semi-Recessed Pendent, QR EC, K=8,
155F Reliable F1FR (SIN R4842)
1113

18. Semi-Recessed Pendent, QR SC,
K=5.6, 155F Reliable F1FR56 (SIN
R1414)
499

19. Semi-Recessed Pendent, SR EC,
K=11.2, 155F Tyco EC-11 (SIN
TY5237)
503

20. Semi-Recessed Pendent, QR SC, K=8,
155F Reliable F1 LO (SIN R1712)
10 21. Under Duct Upright, QR SC, K=5.6,
155F Reliable F1FR56 (SIN R1425)
144
Grand Total 8327

b. Contractor shall, in the course of performing the maintenance services under this Agreement, maintain, inspect, and test all fire suppression systems at the Stadium, including the following components:
i. Fire Pump Controller
ii. Tamper Switches
iii. Flow Valves
iv. Test / Drain Valves
v. Horizontal Centrifugal Fire Pump
vi. Jockey Pump
vii. Pump controllers
viii. Wet Standpipes
ix. Wall Hydrants
x. Pre – Action Systems (Semi-Annual of 8th Floor Control Room and 2nd floor Server Room)
DocuSign Envelope ID: 15A862C7-0466-4E48-8A60-0C2E53C41A66 Contract No: 10157
22 xi. FM 200 Suppression Systems (Semi-Annual of 8th Floor Control Room and 2nd floor Server Room)
c. The specific requirements for testing, inspection, and maintenance for each component of the systems are set forth in the relevant NFPA standards, and relevant guidance by the Office of the State Fire Marshall. It is the responsibility of the Contractor to be thoroughly familiar with the fire suppression systems throughout the stadium, and to be thoroughly familiar with the necessary testing, inspection and maintenance requirements for each component of the systems, including any manufacturer recommendations. d. Fire sprinkler components shall be cleaned, recalibrate and retested if necessary by Contractor to ensure continued performance and reduce the risk of system failure. During scheduled visits, minor maintenance replacements shall be made, such as replacement of faulty heads, valves and fire pumps.
e. Microprocessor based systems shall have the software and firmware upgraded when required to maintain the listing requirements of the Stadium Manager. f. Contractor shall perform necessary maintenance for deficient or inoperable devices such as those found during the course of system testing, inspection or preventative maintenance, or have failed during operation shall be provided. Only original replacement components manufactured by the original equipment manufacturer or other equal and compatible components may be used in order to preserve U.L Listings and meet NFPA requirements.
g. Contractor shall provide telephone response to emergency requests from Stadium Manager within (thirty) 30 minutes of contact, and service technicians shall be onsite within four (4) hours. Such response level shall be provided 24-hours a day, 365-days a year. Non-emergency calls, as determined by Stadium Manager in its sole discretion, shall be handled the next business day.
h. If appropriate and approved by Stadium Manager, certain of the monthly inspections may be performed by the Stadium Manager’s engineering staff at the direction of Contractor. i. Following each inspection, Contractor shall provide Stadium Manager with complete documentation of testing and a report of any deficiencies shall be presented for review by Stadium Manager before the technician leaves the Stadium. j. Testing shall be conducted during off or non-operational hours and the schedule shall be pre-approved by the Stadium Manager.
k. Any and all technicians selected to perform services under this Agreement and/or at the Stadium shall be highly trained and qualified with a minimum of 5 years’ experience in servicing the systems/equipment at the Stadium.
l. Contractor shall be required to obtain and maintain on the work site MSDS sheets on hazardous materials brought to the premises or intended to be installed or used in the premises at all times. MSDS sheets shall be presented to Stadium Manager no less than 48 hours in advance of work performance or actual use of materials. No hazardous materials may remain on the premises unless specifically agreed by Stadium Manager.

4. Specific Services
DocuSign Envelope ID: 15A862C7-0466-4E48-8A60-0C2E53C41A66 Contract No: 10157
23 a. In December 2024, Contractor shall perform a sprinkler/standpipe five-year inspection as detailed in this Agreement, in strict accordance with NFPA rules and regulations, and as mutually agreement upon by the Parties.
b. Once during each year of the Term (with the initial year ending March 31, 2024), Contractor shall perform an annual sprinkler/standpipe inspection as detailed in this Agreement, in strict accordance with NFPA rules and regulations, and as mutually agreement upon by the Parties.
c. Eight times during each year of the Term (with the initial year ending March 31, 2024), Contractor shall perform a monthly sprinkler/standpipe inspection as detailed in this Agreement, in strict accordance with NFPA rules and regulations, and as mutually agreement upon by the Parties.
d. Once during each year of the Term (with the initial year ending March 31, 2024), Contractor shall perform an annual fire pump inspection as detailed in this Agreement, in strict accordance with NFPA rules and regulations, and as mutually agreement upon by the Parties.
e. Twice during each year of the Term (with the initial year ending March 31, 2024), Contractor shall perform a semi-annual FM200 suppression inspection as detailed in this Agreement, in strict accordance with NFPA rules and regulations, and as mutually agreement upon by the Parties.

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

DocuSign Envelope ID: 15A862C7-0466-4E48-8A60-0C2E53C41A66 Contract No: 10157
24 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.

Type of Service Frequency

Year One

4/1/23 to 3/31/24
Year Two
4/1/24 to 3/31/25
Year Three
4/1/25 to 3/31/26
Monthly Inspection 8 times per year $2,030.00 per
inspection
$2,125.00 per
inspection
$2,215.00 per
inspection
Quarterly Inspection 3 times per year $2,007.00 per
inspection
$2,102.00 per
inspection
$2,200.00 per
inspection
Semi-Annual
Inspection 2 times per year $1,735.00 per
inspection
$1,782.00 per
inspection
$1,824.00 per
inspection
Annual Inspection 1 time per year $20,829.56
Included with 5
Year Inspection
Cost
$21,959.56
5-year Inspection
Tank
1 Time during
the Term in
2024
N/A
$2,985.00 N/A
5-year Inspection 1 time during the
Term in 2024 N/A $37,835.22 N/A
Replacement of
Gauges at 5-year
Test
1 time during the
Term in 2024 N/A $4,385.00 N/A
Hourly rate of
additional services
As requested by
Stadium
Manager
$225.00 per hour
straight time
$337.50 per hour
overtime
$230.00 per hour
straight time
$345 per hour
overtime
$235.00 per hour
straight time
$352.50 per hour
overtime
Total Not to Exceed Amount for Three Years: $228,000
Year One – 4/1/23 through 3/31/24 - $66,000 inclusive of cost for additional services as required.

Year Two – 4/1/24 through 3/31/25 - $92,000 inclusive of 5-year testing and cost for additional services.

Year Three – 4/1/25 through 3/31/26 - $70,000 inclusive of cost for additional services as required.

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

DocuSign Envelope ID: 15A862C7-0466-4E48-8A60-0C2E53C41A66 Contract No: 10157
25 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 “Contractor’s Certification Regarding Worker’s Compensation” attached hereto as Exhibit F and incorporated herein by this reference prior to Agreement execution.

4. Employer’s 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 Contractor’s 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 employer’s 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: 15A862C7-0466-4E48-8A60-0C2E53C41A66 Contract No: 10157
26 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 individual’s performance of duties for or on behalf of Contractor, with Contractor’s knowledge, approval or acquiescence, Contractor’s 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: 15A862C7-0466-4E48-8A60-0C2E53C41A66 Contract No: 10157
27 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, Contractor’s 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: 15A862C7-0466-4E48-8A60-0C2E53C41A66

Contract No: 10157
28 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 contractor’s and subcontractors’ current registration with the Department of Industrial Relations to perform public work.

Contractor hereby certifies that it is aware of the registration requirements set forth in Labor Code Sections 1725.5 and 1771.1 and is currently registered as a contractor with the Department of Industrial Relations.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: 15A862C7-0466-4E48 -8A60-0C2E53C41A66 •
•
•
Bryan Kehle
4/6/2023
ADT commercial
1000586138
6/30/2023

Contract No: 10157
29 EXHIBIT F
CONTRACTOR’S CERTIFICATION REGARDING WORKER’S 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 Worker’s Compensation or to undertake self-insurance in accordance with the provisions of the Code, and I, the undersigned Contractor, agree to and will comply with such provisions before commencing the performance of the Services on this Agreement.

Name of Contractor:

By: _________________________
Signature
_________________________
Name (Print)
_________________________
Title (Print)
DocuSign Envelope ID: 15A862C7-0466-4E48 -8A60-0C2E53C41A66 ADT commercial
r-: DocuSigned by:

L~:;E6=
Bryan Kehle
Area Service Manager
Amendment No. 1