Agenda packet — City Council and Authorities Concurrent, April 7, 2026 (part 2 of 3)

B. Key Definitions.

1. What is a “Pending Proceeding”?

A “proceeding” covered by the Levine Act involves an action to grant, deny, revoke, restrict or modify "licenses, permits, or other entitlements for use.” Included in this are all business, profession, and trade, and land use licenses and permits, and other entitlements for use, including all entitlements for land use, all contracts and all franchises.

Note: Decisions on general plans, general building or development standards or other rules of general application are not covered, as well as purely ministerial decisions where no discretion is exercised.

Amendments to the Levine Act provide, license, permit or other entitlement for use does not include any of the following:

• Competitively bid contracts that are required by law, policy, or rule to be awarded pursuant to a competitive process.
• Labor contracts.
• Personal employment contracts.
• Contracts valued under fifty thousand dollars ($50,000). • Contracts where no party receives financial compensation. • Contracts between two or more agencies.
• The periodic review or renewal of development agreements unless there is a material modification or amendment proposed to the agreement. Non- material modifications or amendments may be approved by staff. • The periodic review or renewal of competitively bid contracts unless there are material modifications or amendments proposed to the agreement that are valued at more than 10 percent of the value of the contract or fifty thousand dollars ($50,000), whichever is less. Non-material modifications or amendments may be approved by staff.
• Modification of or amendments to contracts that are exempt, other than competitively bid contracts.

A proceeding is “pending” under the Levine Act when: (1) an application has been filed, the proceeding has been commenced, or the issue has otherwise been submitted to the jurisdiction of an agency for its determination or other action; and (2) the proceeding is of a type about which the officers of the agency are required by law to make a decision, or the matter has been submitted to those officers for their decision.

Re: Senate Bill 1243 – Campaign Contributions and Conflicts of Interest April 7, 2026

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2. Who is a “Party, Participant or Agent”?
A “party” is any person (including a business entity) who files an application for, or is the subject of, a proceeding involving a license, permit or other entitlement for use.

A “participant,” while not an actual party to the proceeding, is anyone who:
(1) actively supports or opposes a particular decision (e.g., lobbies the officers or employees of the agency, testifies in person before the agency, or otherwise acts to influence the officers of the agency); and (2) has a financial interest in the outcome of the decision. Most notably, “participants” include non-parties who actively support or oppose a particular decision and who have a financial interest in the decision. As an example, a close neighbor to a property that is the subject of a land use decision may be a “participant” even if the neighbor’s property is not the subject of the decision.

An “agent” of a party or participant is an individual or firm who represents a party or a participant in a proceeding. If an agent is an employee or member of a law, architectural, engineering or consulting firm, or a similar entity, both the entity and the individual are considered “agents” for Levine Act purposes. The Levine Act now provides: (1) an agent includes a lobbyist registered to lobby the City and who otherwise meets the requirements of being an agent ; and (2) a n agent to a party or participant shall not make a contribution in any amount to an officer during the proceeding and for 12 months following the date the final decision is rendered by the City in the proceeding.

C. Example:

Here’s a simple example of how these rules might apply: A developer has submitted an application for a residential project on City property. Since April, City staff has been actively negotiating a development agreement for the project with the developer. In May, during the City’s “Election Season,” a council member receives a $550 campaign contribution from a lobbyist working on the project. Under the Levine Act, that lobbyist is considered a “participant” in the project, and this campaign contribution is prohibited. Note: See Section 3, below, for how the Council member might return the contribution and “cure” the violation.

2. Disclosure and Recusal Requirements For Council Proceedings Occurring within Twelve Months of Contributions from a Party of Participant in Excess of $500

Even where the matter is not “pending” at the time of the contribution, local elected officials are now required to disclose on the record and recuse themselves from any proceeding involving a license, permit, or other entitlement for use, if they willfully or knowingly received a campaign contribution of more than $500 from a party or participant within the previous 12 months leading up to the decision.

Re: Senate Bill 1243 – Campaign Contributions and Conflicts of Interest April 7, 2026

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H
ere’s a simple example of how these rules might apply: In October, during election season, a council member receives a $600 campaign contribution from their neighbor. The following January, the City receives an application to construct a movie theater on a vacant lot across from the neighbor’s home. Since January, the neighbor has been actively writing to City officials and participating in community meetings, commission meetings and the City Council meeting to oppose the project. Because the neighbor has been actively engaged with the City on the project and has a financial interest in the outcome of the decision, they are considered a “participant” under the Levine Act. The council member that received the campaign contribution is required to disclose on the record and recuse themselves from participating on the matter unless they are able to cure the violation as provided in Section 3, below.

3. Ability to “Cure” Potential Violations
A. Curing a Violation During a Pending Decision
Disclosure and Recusal may not be required if an otherwise disqualifying campaign contribution is returned within 30 days of actual or “constructive” knowledge of the donation. (Constructive knowledge means that based on the facts and circumstances, someone should have known that they had a disqualifying campaign contribution.) If an elected or appointed official receives a contribution that will otherwise require disqualification under Section 84308, they may participate if they return the contribution amount over $500 within 30 days from the time they know or should know about (1) the contribution and (2) the proceeding.

B. Cu
ring a Violation After a Final Decision
Fo
r 12 months after a final decision is rendered, an elected or appointed official must not accept, solicit or direct a contribution of more than $500 from the party or participant if such official knows or has reason to know the party, participant or the party’s or participant’s agent has a financial interest in the decision.

S
imilar to the cure provisions applicable to donations while a decision is pending, if a local elected official accepts, solicits, or directs a contribution of more than $500 during the 12 months after the date a final decision is rendered, the violation can be cured by returning the contribution, or the portion of the contribution in excess of $500, provided that the contribution is returned within 30 days of accepting, soliciting, or directing the contribution, whichever comes latest. This cure option is only available if the local elected official did not knowingly or willfully accept, solicit, or direct the prohibited contribution.

Re: Senate Bill 1243 – Campaign Contributions and Conflicts of Interest April 7, 2026

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4. D
isclosure and Prohibition Requirements of Entities Doing Business with the City
Lev
ine Act provisions also regulate the conduct of individuals or businesses with matters pending before the City.

A
party to a proceeding before the City Council involving a license, permit, or other entitlement is required to disclose on the record of the proceeding any contribution in an amount of more than $500 made within the preceding 12 months by the party or the party’s agent. The party is also prohibited from contributing more than $500 to any officer of that agency during the proceeding and for 12 months following the date of the final decision.

A council member may cure a violation before a decision and lawfully participate only if they did not knowingly and willfully accept, solicit, or direct the prohibited contribution. They can participate if they disclose the amount of any contribution(s) made within the preceding 12 months and the names of the contributors. The contribution amount over $500 must also be returned within 30 days from the time they know, or should have known about the contribution.

5. N
ew Levine Act Provisions Apply to Campaign Contributions Accepted, Solicited or Directed After January 1, 2025.

T
he Governor signed SB 1243 into law on September 30, 2024, and the changes to the Levine Act became effective January 1, 2025. The revisions apply to campaign contributions accepted, solicited or directed after January 1, 2025, for elected officials serving on the City Council and for decisions before the City Council. 1 It is important to
note, however, the Levine Act continues to apply to campaign contributions received in the prior 12 months to appointed members of Santa Clara boards and commissions with decision making authority AND to members of the Santa Clara City Council who serve in an appointed capacity on another agency or board (e.g., VTA, NCPA, etc.) and are voting on decisions before that other agency or board.

6. Violations
Th
e FPPC is responsible for actively monitoring compliance by local officers with the Levine Act. Violation of the Levine Act carries with it administrative, civil, or criminal penalties. (CA Gov’t Code §91000)
1 https://www.fppc.ca.gov/siteassets/documents/executive_div/commission_opinions/Opinion_Kendrick.pdf Re: Senate Bill 1243 – Campaign Contributions and Conflicts of Interest April 7, 2026

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7. P
ractical Steps to Facilitate Compliance
A. A
pplicant Disclosure Statement.

A
gencies subject to the Levine Act can require parties seeking Council approval of a qualifying license, permit, contract or entitlement to complete a document along with their application that both advises them of Levine Act requirements and requires disclosure of whether they have contributed or intend to contribute more than $500 to the campaign of one of their decision-makers. A sample of the current draft Levine Act Disclosure Statement is attached.

B. No
tice of Levine Act Requirements to be Added to Agendas.

S
tarting in May 2026, City staff will include the following language on agendas for City Council meetings and for other City Quasi-Judicial Bodies (e.g., Planning Commission), with a link to the SB 1243 and Levine Act Disclosure Statement:

California Government Code Section 84308, most recently amended by SB 1243, commonly referred to as the "Levine Act," prohibits a local elected official or quasi-judicial appointed official from participating in any action related to a contributor’s contract, license, permit, or use entitlement if he/ she/it receives any campaign contributions totaling more than $500 within the previous twelve months, and for twelve months following the date a final decision has been made, from the party, participants, or agents in the proceeding. Parties, Participants or Agents for a proceeding involving a license, permit, or other use entitlement pending before the City Council or a City quasi-judicial body must complete the California Levine Act Disclosure Statement prior to their proceeding.

C. C
ouncil Members Should Monitor Campaign Contributions and Communicate with Staff in Advance of Council Action.

T
he Levine Act does not require that the City or City Staff track campaign contributions exceeding $500. Elected and Appointed Officials should carefully monitor their campaign contributions exceeding $500 to avoid a potential Levine Act issue from arising that could bar them from participating on a potential agenda item. Take any action to “cure” the issue in a timely manner. If an item appears on an agenda where Levine Act disclosure and recusal may be necessary, please notify staff as soon as possible.

Re: Senate Bill 1243 – Campaign Contributions and Conflicts of Interest April 7, 2026

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D. Dis
closure
M
ake sure to publicly disclose and return campaign contributions in a timely matter. Consider whether your contribution has been “knowingly” received or whether you have sufficient information to establish knowledge of a participant’s financial interest.

Pl
ease contact our office should you have any questions regarding the requirements of the Levine Act or other measures that may be taken to assure compliance.

Cc: Office of the City Manager
Office of the City Clerk
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-387 Agenda Date: 4/7/2026

REPORT TO COUNCIL

SUBJECT
Action on the 2026 City Council Priority Setting Session Framework

BACKGROUND
Each year, the City Council convenes a Priority Setting Session to establish citywide priorities and initiatives for the upcoming fiscal year. These priorities form the policy framework that guides the alignment of City resources and staff workplans.

The session has typically been held in February or March. However, given the significant staff time dedicated to major event planning in 2026, the City is scheduling the 2026 Priority Setting Session in May 2026.

In Fall 2023, the City issued a Request for Qualifications (RFQ) for Professional Services for Strategic Planning and Meeting Facilitation. Through a competitive process, Raftelis was retained to provide facilitation services. The Raftelis team facilitated the 2024 Priority Setting Session, during which the City Council established priority areas of focus and identified key initiatives.

On April 3, 2025, Raftelis facilitated the 2025 Priority Setting Session at the Central Park Library. City Manager Jovan Grogan opened the session with a status update on 2024 priorities, noting which items had been completed, were underway, or required additional resources. With assistance from the facilitator, the City Council then engaged in deliberations regarding their desired priority focus areas and initiatives for the upcoming year.

DISCUSSION
On March 30, 2026, staff presented an item to the Governance and Ethics Committee for review and direction. The presentation included background on how priority setting sessions are conducted in other cities and a proposed framework for 2026. Committee members shared feedback on what has worked well and offered recommendations for this year’s session.

The table below outlines the recommended ongoing framework alongside the proposed modifications for 2026.

Component Annual Priority Setting
Sessions
2026 Priority Setting
Session
Schedule January - June (early in the
year, aligned with the budget
process)
May 2026
Forum Retreat (multi-day, breakout
sessions)
Same
Timeframe At least one session held
from 1 p.m. into the evening
Same
Community Engagement - Scientific Survey -
Commissions, Boards,
Committees to submit 1-2
priorities for consideration -
Public Comment (time certain
throughout session) - Hybrid
(Zoom and in-person)
Same except: - Commissions,
Boards, Committees to be
surveyed rather than
submitting directly
Council Priorities - Submit priorities in advance
(3 weeks) - Staff analysis
prior to meeting - At least 1
priority per Councilmember
on final list - Final priorities
ranked by City Council
Same
Facilitator - Pre-session meeting with
each Councilmember
Same
Reporting - Dashboard to track priorities
and status - 6-month check in
Same
Old Priorities - Update on completed and
ongoing priorities
- Distribute all 2024 priorities
to City Council - Update on
completed and ongoing
priorities
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26-387 Agenda Date: 4/7/2026
Component Annual Priority Setting
Sessions
2026 Priority Setting
Session
Schedule January - June (early in the
year, aligned with the budget
process)
May 2026
Forum Retreat (multi-day, breakout
sessions)
Same
Timeframe At least one session held
from 1 p.m. into the evening
Same
Community Engagement - Scientific Survey -
Commissions, Boards,
Committees to submit 1-2
priorities for consideration -
Public Comment (time certain
throughout session) - Hybrid
(Zoom and in-person)
Same except: - Commissions,
Boards, Committees to be
surveyed rather than
submitting directly
Council Priorities - Submit priorities in advance
(3 weeks) - Staff analysis
prior to meeting - At least 1
priority per Councilmember
on final list - Final priorities
ranked by City Council
Same
Facilitator - Pre-session meeting with
each Councilmember
Same
Reporting - Dashboard to track priorities
and status - 6-month check in
Same
Old Priorities - Update on completed and
ongoing priorities
- Distribute all 2024 priorities
to City Council - Update on
completed and ongoing
priorities
Facilitation and Conflict Resolution Training
Given the significant demands on staff capacity due to major event planning, as well as the value of continuity in the existing process, staff recommends retaining Raftelis as the facilitator for the May 2026 priority setting process. The City will initiate a new competitive solicitation process for facilitation services for the 2027 priority setting process.

Staff is also recommending that, if a consultant can be secured, conflict resolution training be provided to the City Council. As part of the June 2024 Santa Clara Civil Grand Jury Report titled, Irreconcilable Differences, the Grand Jury recommended that the City hire a conflict resolution professional and provide training to the City Council. Staff have reached out to consultants but have not yet been able to secure one. If a consultant cannot be identified in a timely manner, staff will issue a Request for Proposals and schedule the training at a later time.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(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.

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26-387 Agenda Date: 4/7/2026

FISCAL IMPACT
There is no fiscal impact with this report other than administrative staff time.

COORDINATION
This report was coordinated by the City Manager’s Office.

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

RECOMMENDATION
Approve the 2026 City Council Priority Session Framework and Annual City Council Priority Setting Session Framework
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Reviewed by: Aracely Azevedo, Assistant City Manager, City Manager’s Office Approved by: Jovan Grogan, City Manager
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-301 Agenda Date: 4/7/2026

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on Stadium Authority Bills and Claims for the Month of February 2026

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

The Bills and Claims listing represents the cash disbursements required of normal and usual operations during February 2026. Budget control is set by the Stadium Authority Board through the budget adoption process.

DISCUSSION
At its March 11, 2025 meeting, the Stadium Authority Board adopted the Santa Clara Stadium Authority Fiscal Year 2025-26 Operating, Debt Service, and Capital Budget which runs from April 1, 2025 to March 31, 2026. Significant expenditures (greater than $5,000) paid in February 2026 include:
· Payment totaling $722,950.00 to Blue’s Roofing Co. for Capital Expense (CapEx) Project:

Expansion/Waterproofing/Caulk Joint Replacements - Phase 2 · Payment totaling $12,631.36 to Consor PMCM Inc for CapEx Project: Project and Construction Management Firm
· Payments totaling $367,450.99 to the City of Santa Clara for the following:
o $340,094.52 for reimbursement of General and Administrative (G&A) City payroll costs (e.g., Executive Director’s Office (City Manager’s Office), Stadium Authority Counsel’s Office (City Attorney’s Office), and Treasurer’s Office (Finance Department)) o $377.21 reimbursement of G&A non-payroll costs (e.g., Stadium Authority office expenses)
o $26,979.26 for reimbursement of CapEx Project: Electric Bikes · Payment totaling $1,485,921.97 to Forty Niners Stadium Management Company, LLC for February 2026 Stadium Manager Expenses, inclusive of Shared Stadium Expenses · Payments totaling $10,998.65 for Legal Services (May and December 2025) · Payment totaling $9,881.25 to Hellmuth, Obata & Kassabaum, Inc. for the following:
o $2,647.75 for CapEx Project: Plumbing Boilers
o $4,387.50 for CapEx Project: LED Retrofit Phase 1
o $2,846.00 for CapEx Project: Broadcast Booth Windows
· Payment totaling $16,246.53 to Idemia Identity & Security USA, LLC for CapEx Project:

Livescan Equipment
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26-301 Agenda Date: 4/7/2026
· Payment totaling $12,336.87 to Populous Group, LLC for the following:
o $8,536.87 for CapEx Project: Levi’s Naming Rights Signage o $3,800.00 for CapEx Project: Lighting Systems Fixtures Names of law firms have been redacted from the Bills and Claims report. The Supreme Court of California in Los Angeles County Board of Supervisors v. Superior Court, (2016) 2 Cal.5th 282, held that invoices specifying the amounts billed by a law firm to a client fall within the scope of attorney- client privilege while the matters are active. In accordance with the Supreme Court’s ruling, the names of law firms retained by the Stadium Authority, and the specific amounts billed by each, have been redacted from the public report to maintain the confidentiality of billing records for specific legal services. The aggregate amount spent on legal services in the subject time period has been provided.

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

FISCAL IMPACT
The fiscal impact to the Stadium Authority is $2,641,838.67.

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

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

RECOMMENDATION
Approve the list of Stadium Authority Bills and Claims for February 2026.

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

ATTACHMENTS

1. February 2026 Stadium Authority Bills and Claims
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Payment DateVendor Invoice No. Description Fund Amount
02/23/26 Blue's Roofing Co. 31537 CapEx Project: Expansion/Waterproofing/Caulk Joint Replacements - Phase 2CapEx 237,500.00$ 02/23/26 Blue's Roofing Co. 31570 CapEx Project: Expansion/Waterproofing/Caulk Joint Replacements - Phase 2CapEx 247,950.00 02/23/26 Blue's Roofing Co. 31554-1 CapEx Project: Expansion/Waterproofing/Caulk Joint Replacements - Phase 2CapEx 237,500.00 722,950.00$
02/23/26 Brailsford & Dunlavey Inc 167810925.11F CapEx Project: Project and Construction Management Firm CapEx 551.25 02/23/26 Consor PMCM Inc 24070.TO1-5 CapEx Project: Project and Construction Management Firm CapEx 260.00 02/23/26 Consor PMCM Inc 24070.TO2-01 CapEx Project: Project and Construction Management Firm CapEx 4,662.84 02/23/26 Consor PMCM Inc 24070.TO2-02 CapEx Project: Project and Construction Management Firm CapEx 7,708.52 12,631.36
02/10/26 City of Santa Clara N/A B2603 SCSA Admin Payroll Costs Operating 135,124.66 02/20/26 City of Santa Clara N/A Reimbursement of General & Administrative Costs Operating 377.21 02/20/26 City of Santa Clara N/A Reimbursement of CapEx Project: Electric Bikes CapEx 26,979.26 02/25/26 City of Santa Clara N/A B2604 SCSA Admin Payroll Costs Operating 204,969.86 367,450.99
02/02/26 Forty Niners Stadium Management Co, LLCS-INV102783 February 2026 Stadium Manager Expenses - Utilities Operating 299,359.90 02/02/26 Forty Niners Stadium Management Co, LLCS-INV102783 February 2026 Stadium Manager Expenses - Guest Services Operating 40,468.80 02/02/26 Forty Niners Stadium Management Co, LLCS-INV102783 February 2026 Stadium Manager Expenses - Groundskeeping Operating 45,818.63 02/02/26 Forty Niners Stadium Management Co, LLCS-INV102783 February 2026 Stadium Manager Expenses - Insurance Operating 79,637.86 02/02/26 Forty Niners Stadium Management Co, LLCS-INV102783 February 2026 Stadium Manager Expenses - Security Operating 158,745.11 02/02/26 Forty Niners Stadium Management Co, LLCS-INV102783 February 2026 Stadium Manager Expenses - Stadium Operations Operating 290,755.80 02/02/26 Forty Niners Stadium Management Co, LLCS-INV102783 February 2026 Stadium Manager Expenses - Engineering Operating 312,647.68 02/02/26 Forty Niners Stadium Management Co, LLCS-INV102783 February 2026 Stadium Manager Expenses - Stadium Builder License Sales & ServiceOperating 193,628.47 02/02/26 Forty Niners Stadium Management Co, LLCS-INV102783 February 2026 Stadium Manager Expenses - Use of StadCo Tenant ImprovementsOperating 1,237.16 02/02/26 Forty Niners Stadium Management Co, LLCS-INV102783 February 2026 Stadium Manager Expenses - Other General and AdministrativeOperating 63,622.56 1,485,921.97
02/04/26 Wilke Fleury LLP 186398 05/25 Legal Services Operating 1,145.00 02/04/26 Hanson Bridgett LLP 1545256 12/25 Legal Services Operating 4,867.20 02/04/26 Hanson Bridgett LLP 1545258 12/25 Legal Services Operating 4,986.45 10,998.65
02/24/26 Hellmuth, Obata & Kassabaum, Inc. 21.04091.12-11 CapEx Project: Plumbing Boilers CapEx 1,602.50 02/24/26 Hellmuth, Obata & Kassabaum, Inc. 21.04091.12-12 CapEx Project: Plumbing Boilers CapEx 1,045.25 02/24/26 Hellmuth, Obata & Kassabaum, Inc. 21.04091.30–6 CapEx Project: LED Retrofit Phase 1 CapEx 325.00 02/24/26 Hellmuth, Obata & Kassabaum, Inc. 21.04091.30-7 CapEx Project: LED Retrofit Phase 1 CapEx 975.00 02/24/26 Hellmuth, Obata & Kassabaum, Inc. 21.04091.30-8 CapEx Project: LED Retrofit Phase 1 CapEx 3,087.50 02/24/26 Hellmuth, Obata & Kassabaum, Inc. 21.04091.31-7 CapEx Project: Broadcast Booth Windows CapEx 2,846.00 9,881.25
02/23/26 Idemia Identity & Security USA LLC 89591P CapEx Project: Livescan Equipment CapEx 16,246.53 02/04/26 InTwo Inc 47072-US TSC - Backup of Databases Operating 210.00 Santa Clara Stadium Authority
Bills and Claims
Expenses Paid by Wire or ACH Transfer
For the Month of February 2026

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Payment DateVendor Invoice No. Description Fund Amount
Santa Clara Stadium Authority
Bills and Claims
Expenses Paid by Wire or ACH Transfer
For the Month of February 2026
02/23/26 PCP Motorsports 4833133 CapEx: Kawasaki All-Terrain Vehicle (ATV) CapEx 886.60 02/23/26 PCP Motorsports 4833133 CapEx Project: Kawasaki ATVs and Kimtek Pump Module CapEx 1,773.20 2,659.80
02/23/26 Populous Group, LLC 0081711 CapEx Project: Levi's Naming Rights Signage CapEx 8,536.87 02/23/26 Populous Group, LLC 0081712 CapEx Project: Lighting Systems Fixtures CapEx 3,800.00 12,336.87
February 2026 Total 2,641,838.67$

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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-224 Agenda Date: 4/7/2026

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on Amendment No. 5 to the Agreement with Bear Electrical Solutions, LLC for On-Call Electrical Maintenance and Repair Services at Levi’s Stadium to Extend the Agreement for Up to Six Months

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….” As described in an April 20, 2021 report to the Stadium Authority Board (Board), the Stadium Manager conducted a Request for Proposals (RFP) process for electrical and maintenance repair services for the Stadium. Four proposals were received and after the evaluation process, Bear Electrical Solutions, Inc. and Cupertino Electric, Inc. were selected as the most competitive and responsive bidders to perform the required scope of work. The Stadium Manager recommended award to both vendors for the purpose of having master agreements in place for electrical and maintenance repair services and planned to use the vendors for specific task orders and award work based on responsiveness, availability, cost, and expertise. On April 20, 2021, the Stadium Authority Board approved the Stadium Manager’s request to execute agreements with both vendors to perform electrical maintenance and repair services at Levi’s Stadium.

The Agreement with Bear Electrical Solutions, Inc., now operating as Bear Electrical Solutions, LLC, (Agreement) (Attachment 1) included an initial term of three years with the option to extend for two additional one-year periods, in an amount not to exceed $250,000 per contract year, for a total not to exceed amount of $750,000 over the three-year period beginning May 5, 2021 through May 4, 2024.

The Stadium Authority Board approved subsequent requests from the Stadium Manager to execute 1) Amendment No. 1 to the Agreement to increase the not to exceed amount from $250,000 to $500,000 for the first year of the agreement term, for a total not to exceed amount of $1,000,000 over the initial three-year term, to cover costs associated with the Levi’s Signage Repairs CapEx Project; 2) Amendment No. 2 to the Agreement to increase the not to exceed amount for the second year of the agreement term from $250,000 to $670,000, for a total not to exceed amount of $1,420,000 over the three-year term, to cover costs associated with the Levi’s Naming Rights Existing Signage Lighting and Driver Repair CapEx Project; 3) Amendment No. 3 to the Agreement to extend the term through May 4, 2025, with an option to extend for one additional year, in an amount not to exceed $350,000 for the fourth contract year and a total not to exceed amount of $1,770,000 over the four- year term; and 4) Amendment No. 4 to the Agreement to extend the term through May 4, 2026, in an City of Santa Clara Printed on 4/2/2026Page 1 of 4
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amount not to exceed $250,000 for the fifth contract year, and to increase the not to exceed amount to $2,020,000 over the five-year term. The agreement amendments are attached to the report as Attachments 2, 3, 4, and 5.

The Stadium Manager is finalizing a formal competitive solicitation process for on-call electrical maintenance and repair services. At the time of submitting the request, negotiations with vendors were in process and the Stadium Manager anticipated submitting a recommendation of award in March.

To ensure continuity of services and sufficient time for transition, the Stadium Manager is requesting approval to execute an Amendment No. 5 to the Agreement to extend the agreement term on a month-to-month basis, for up to six months, commencing on May 5, 2026 (Attachment 6).

A recommendation memo was submitted describing the Stadium Manager’s request in more detail (Attachment 7).

DISCUSSION
The Stadium is a 1.8 million square foot facility that utilizes complex electrical systems that require a contractor’s expertise, on-call, and as-needed services to provide the required maintenance and repair of the electrical components throughout the Stadium. These services include repairing power connections for equipment, replacing circuit breakers, troubleshooting electrical malfunctions, and testing and repairing various electrical systems. This vendor also provides similar services on the low -voltage systems at the stadium, such as device controls and communications. There is a continued need for these services from a contractor capable of handling the wide range of electrical repairs and maintenance required for the Stadium.

The Agreement included an initial term of three years with the option to extend for two additional one- year periods. The Stadium Manager exercised both options through Amendment Nos. 3 and 4 to the Agreement and is now requesting approval of an Amendment No. 5 that will extend the agreement on a month-to-month basis, not to exceed six months, commencing on May 5, 2026, to allow sufficient time to complete their formal procurement process, finalize the contract, and transition service providers. The proposed extension language also allows the Stadium Manager to terminate the agreement within thirty (30) calendar days with written notice to the vendor.

The Stadium Manager has determined that the contract amount of $250,000 for the fifth contract year is sufficient to cover both the remaining term and the proposed extension, so the total not to exceed agreement amount will remain the same. All billable rates under the agreement remain the same.

Exhibit G-3 only modifies the rate schedule period to include a new termination date of November 4, 2026, which reflects the six-month extension.

Based on the information above and review of the Stadium Manager’s request, staff recommends approval of the Stadium Manager’s request to execute an Amendment No. 5 to the Agreement as described to ensure continuity of electrical maintenance and repair services at Levi’s Stadium.

The Stadium Authority Counsel’s Office has reviewed the Amendment No. 5 to the Agreement for comparison to the Stadium Authority’s customary language. Nothing in the proposed Amendment No. 5 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 City of Santa Clara Printed on 4/2/2026Page 2 of 4
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26-224 Agenda Date: 4/7/2026
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
As the lead agency, the City has determined that the proposed agreement meets the California Environmental Quality Act (“CEQA”) exemption criteria as set forth in Section 15301 (Class 1-Existing Facilities) because the project consists of the operation, repair, maintenance and minor alterations of existing public facilities and mechanical equipment, involving no expansion of use.

FISCAL IMPACT
The proposed Amendment No. 5 does not change the total not to exceed agreement amount of $2,020,000.

The Stadium Authority Fiscal Year (FY) 2026/27 Budget contains Shared Stadium Expenses such as Security, Stadium Operations, Engineering, Guest Services, and Groundskeeping. Shared Stadium Expenses are split 50/50 between the Stadium Authority and StadCo per the Stadium Lease. There are sufficient funds in the FY 2026/27 Shared Stadium Expenses Engineering line item to cover the Stadium Authority’s fifty percent (50%) of the Shared Stadium Expenses portion of the agreement cost for the six-month extension (up to $125,000).

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

RECOMMENDATION
Approve the Stadium Manager’s request to execute an Amendment No. 5 to the Agreement with Bear Electrical Services, LLC to extend the term of the agreement on a month-to-month basis, not to exceed six months, commencing on May 5, 2026, in an amount not to exceed $250,000 for the fifth contract year and the month-to-month extension and a total not to exceed amount of $2,020,000 for the entire term of the Agreement.

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

ATTACHMENTS

1. Agreement with Bear Electrical Solutions
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2. Amendment No. 1 to the Agreement with Bear Electrical Solutions

3. Amendment No. 2 to the Agreement with Bear Electrical Solutions

4. Amendment No. 3 to the Agreement with Bear Electrical Solutions

5. Amendment No. 4 to the Agreement with Bear Electrical Solutions

6. Draft Amendment No. 5 to the Agreement with Bear Electrical Solutions

7. Stadium Manager’s Recommendation Memo
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Contract Number: 10050-B

FORTY NINERS STADIUM MANAGEMENT COMPANY LLC

LEVI'S STADIUM ON-CALL ELECTRICAL MAINTENANCE AND REPAIR CONTRACT

1. PARTIES AND DATE.

This Contract is made and entered into this Fifth day of May, 2021 by and between the FORTY NINERS STADIUM MANAGEMENT COMPANY LLC, a Delaware limited liability company ("Stadium Manager") and BEAR ELECTRICAL SOLUTIONS, INC., a California Corporation with its principal place of business at 1341 Archer Street, Alviso, CA 95002 ("Contractor"). Stadium Manager and Contractor are sometimes individually referred to as "Party" and collectively as "Parties" in this Contract.

2. RECITALS.

2.1 Stadium Manager. Stadium Manager seeks to contrad for services necessary to achieve its purpose.

2.2 Contractor. Contractor desires to perform and assume responsibility for the provision of certain maintenance and repair services required by the Stadium Manager on the terms and conditions set forth in this Contract and in the task order(s) to be issued pursuant to this Contract and executed by the Stadium Manager and Contractor ('Task Order"). Contractor represents that it is duly licensed and experienced in providing Levi's Stadium On-Call Stadium Electrical related maintenance and repair services, that it and its employees or subcontractors have all necessary licenses and permits to perform the services in the State of California, and that it is familiar with the plans of Stadium Manager. The following license classifications are required for this Project: C-7 Low Voltage Systems and C-10 Electrical Contractor.

2.3 Project. Stadium Manager desires to engage Contractor to render such services for the On-Call Stadium Electrical Maintenance and Repair ("Project") as set forth in this Contract on an on-call, as-needed basis. There is no guarantee of any of work under this Contract other than what is specified herein or that the not-to-exceed compensation amount set forth herein will be spent.

2.4 Project Documents & Certifications. Contractor has obtained, and delivers concurrently herewith, a performance bond, a payment bond, and all insurance documentation, as required by the Contract.

3. TERMS

3.1 Incorporation of Documents. This Contract includes and hereby incorporates in full by reference the following documents, including all exhibits, drawings, specifications and documents therein, and attachments and addenda thereto:
• Scope of Work (Exhibit "A")
• Plans and Specifications (Exhibit "B")
• Special Conditions (Exhibit "C")
• Contractor's Certificate Regarding Workers' Compensation (Exhibit "D") • Public Works Contractor Registration Certification (Exhibit "E") • Payment and Performance Bonds (Exhibit "F")

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Contract Number: 10050-B
• Rate Schedule (Exhibit "G")
• Sample Task Order Form (Exhibit "H")
• Addenda
• Change Orders executed by the Stadium Manager
• 2018 Edition of the Standard Specifications for Public Works Construction (The Greenbook), Excluding Sections 1-9
• Notice Inviting Bids, if any
• Instructions to Bidders, if any
• Contractor's Bid, if any

3.2 Contractor's Basic Obligation; Scope of Work. Contractor promises and agrees, at its own cost and expense, to furnish to the Stadium Manager all labor, materials, tools, equipment, services, and incidental and customary work necessary for the Project (hereinafter sometimes referred to as the "Work"). The type of Work to be provided is described in Exhibit "A" attached hereto and incorporated herein by reference and in the individual Task Orders issued by the Stadium Manager. No Work shall be performed unless authorized by this Contract and by a fully executed Task Order in the form attached hereto as Exhibit "H". All Work shall be subject to, and performed in accordance, with this Contract, any relevant Task Order, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. Special Conditions, if any, relating to the Work are described in Exhibit "C" attached hereto and incorporated herein by this reference.

3.2.1 Change in Scope of Work. Any change in the scope of the Work, method of performance, nature of materials or price thereof, or any other matter materially affecting the performance or nature of the Work shall not be paid for or accepted unless such change, addition or deletion is approved in writing by a valid change order executed by the Stadium Manager. Should Contractor request a change order due to unforeseen circumstances affecting the performance of the Work, such request shall be made within five (5) business days of the date such circumstances are discovered or shall waive its right to request a change order due to such circumstances. If the Parties cannot agree on any change in price required by such change in the Work, the Stadium Manager may direct the Contractor to proceed with the performance of the change on a time and materials basis.

3.2.2 Substitutions/"Or Equal". Pursuant to Public Contract Code Section 3400(b), the Stadium Manager may make a finding that designates certain products, things, or services by specific brand or trade name. Unless specifically designated in this Contract, whenever any material, process, or article is indicated or specified by grade, patent, or proprietary name or by name of manufacturer, such Specifications shall be deemed to be used for the purpose of facilitating the description of the material, process or article desired and shall be deemed to be followed by the words "or equal."
Contractor may, unless otherwise stated, offer for substitution any material, process or article which shall be substantially equal or better in every respect to that so indicated or specified in this Contract. However, the Stadium Manager may have adopted certain uniform standards for certain materials, processes and articles. Contractor shall submit requests, together with substantiating data, for substitution of any "or equal" material, process or article no later than thirty-five (35) days after award of the Contract. To facilitate the repair schedule and sequencing, some requests may need to be submitted before thirty-five (35) days after award of Contract. Provisions regarding submission of "or equal" requests shall not in any

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Contract Number: 10050-B
is rejected, Contractor shall be responsible for providing the specified material, process or article.

The burden of proof as to the equality of any material, process or article shall rest with Contractor.

The Stadium Manager has the complete and sole discretion to determine if a material, process or article is an "or equal" material, process or article that may be substituted.

Data required to substantiate requests for substitutions of an "or equal" material, process or article data shall include a signed affidavit from Contractor stating that, and describing how, the substituted "or equal" material, process or article is equivalent to that specified in every way except as listed on the affidavit. Substantiating data shall include any and all illustrations, specifications, and other relevant data including catalog information which describes the requested substituted "or equal" material, process or article, and substantiates that it is an "or equal" to the material, process or article. The substantiating data must also include information regarding the durability and lifecycle cost of the requested substituted "or equal" material, process or article. Failure to submit all the required substantiating data, including the signed affidavit, to the Stadium Manager in a timely fashion will result in the rejection of the proposed substitution.

Contractor shall bear all of the Stadium Manager's costs associated with the review of substitution requests. Contractor shall be responsible for all costs related to a substituted "or equal" material, process or article. Contractor is directed to the Special Conditions (if any) to review any findings made pursuant to Public Contract Code Section 3400.

3.3 Period of Performance and Liquidated Damages. The term of this Contract shall commence on the date first set forth above and expire on May 4, 2024, unless earlier terminated as provided herein. Contractor shall complete the Work within the term of this Contract, and shall meet any other established schedules and deadlines set forth in the Task Order(s). All applicable indemnification provisions of this Contract shall remain in effect following the termination of this Contract. The Parties may, by mutual, written consent, further extend the term of this Contract for two (2) additional one ( 1) year periods. Pursuant to Government Code Section 53069.85, Contractor shall pay to the Stadium Manager as fixed and liquidated damages a fixed dollar amount per day for each and every calendar day of delay beyond any completion schedule, repair schedule or Project milestones established pursuant to the Contract and any Task Order(s). The daily liquidated damages amount will be determined for each separate Task Order and will be set forth in that Task Order.

3.4 Standard of Performance: Performance of Employees. Contractor shall perform all Work under this Contract in a skillful and workmanlike manner, and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Work. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Work assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Work, including any required business license, and that such licenses and approvals shall be maintained throughout the term of this Contract. Contractor shall perform, at its own cost and expense and without reimbursement from the Stadium Manager, any work necessary to correct errors or omissions which are caused by Contractor's failure to comply with the standard of care provided for herein. Any employee who is determined by the Stadium Manager to be uncooperative, incompetent, a threat to the safety of persons or the Work, or any employee who fails or refuses to perform the Work in a manner acceptable to the Stadium Manager, shall be promptly removed from the Project by Contractor and shall not be re-employed on the Work.

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Contract Number: 10050-B
uncooperative, incompetent, a threat to the safety of persons or the Work, or any employee who fails or refuses to perform the Work in a manner acceptable to the Stadium Manager, shall be promptly removed from the Project by Contractor and shall not be reemployed on the Work.

3.5 Control and Payment of Subordinates; Contractual Relationship. Stadium Manager retains Contractor on an independent contractor basis and Contractor is not an employee of Stadium Manager. Any additional personnel performing the work governed by this Contract on behalf of Contractor shall at all times be under Contractor's exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance under this Contract and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance.

3.6 Stadium Manager's Basic Obligation. Stadium Manager agrees to engage and does hereby engage Contractor as an independent contractor to furnish all materials and to perform all Work according to the terms and conditions herein contained for the sum set forth above. Except as otherwise provided in the Contract, the Stadium Manager shall pay to Contractor, as full consideration for the satisfactory performance by Contractor of the services and obligations required by this Contract, the below-referenced compensation in accordance with compensation provisions set forth in the Contract.

3. 7 Compensation and Payment.

3. 7.2 Payment of Compensation. Contractor shall submit to Stadium Manager a monthly itemized statement which indicates Work completed by Contractor in a format acceptable to the Stadium Manager. The statement shall describe the amount of Work and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. These statements shall be supported by evidence which is required by this Contract and such other documentation as the Stadium Manager may require. The Contractor shall certify that the Work for which payment is requested has been done and that the materials listed are stored where indicated.

3.7.3 Prompt Payment. Stadium Manager shall review and pay all progress payment requests in accordance with the provisions set forth in Section 20104.50 of the California Public Contract Code. However, no progress payments will be made for Work not completed in accordance with this Contract. Contractor shall comply with all applicable laws, rules and regulations relating to the proper payment of its employees, subcontractors, suppliers or others.

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Contract Number: 10050-B

3.7.4 Deductions and Withholdings. The Stadium Manager may deduct from each progress payment an amount necessary to protect Stadium Manager from loss because of: (1) liquidated damages which have accrued as of the date of the application for payment; (2) any sums expended by the Stadium Manager in performing any of Contractor's obligations under the Contract which Contractor has failed to perform or has performed inadequately; (3) defective Work not remedied; (4) stop notices as allowed by state law; (5) reasonable doubt that the Work can be completed for the unpaid balance of the Total Contract Price or within the scheduled completion date; (6) unsatisfactory prosecution of the Work by Contractor; (7) unauthorized deviations from the Contract; (8) failure of Contractor to maintain or submit on a timely basis proper and sufficient documentation as required by the Contract or by Stadium Manager during the prosecution of the Work; (9) erroneous or false estimates by Contractor of the value of the Work performed; (10) any sums representing expenses, losses, or damages as determined by the Stadium Manager, incurred by the Stadium Manager for which Contractor is liable under the Contract; and (11) any other sums which the Stadium Manager is entitled to recover from Contractor under the terms of the Contract or pursuant to state law, including Section 1727 of the California Labor Code. The failure by the Stadium Manager to deduct any of these sums from a progress payment shall not constitute a waiver of the Stadium Manager's right to such sums.

3.7.5 Substitutions for Contract Deductions and Withholdings. In accordance with California Public Contract Code Section 22300, the Stadium Manager will permit the substitution of securities for any monies withheld by the Stadium Manager to ensure performance under the Contract. At the request and expense of Contractor, securities equivalent to the amount withheld shall be deposited with the Stadium Manager, or with a state or federally chartered bank in California as the escrow agent, and thereafter the Stadium Manager shall then pay such monies to Contractor as they come due. Upon satisfactory completion of the Contract, the securities shall be returned to Contractor. For purposes of this Section and Section 22300 of the Public Contract Code, the term "satisfactory completion of the contract" shall mean the time the Stadium Manager has issued written final acceptance of the Work and filed a Notice of Completion as required by law and provisions of this Contract.

Contractor shall be the beneficial owner of any securities substituted for monies withheld and shall receive any interest thereon. The escrow agreement used for the purposes of this Section shall be in the form provided by the Stadium Manager.

3.7.6 Title to Work. As security for partial, progress, or other payments, title to Work for which such payments are made shall pass to the Stadium Manager, or its designee, at the time of payment. To the extent that title has not previously been vested in the Stadium Manager, or its designee, by reason of payments, full title shall pass to the Stadium Manager, or its designee, at delivery of the Work at the destination and time specified in this Contract. Such transferred title shall in each case be good, free and clear from any and all security interests, liens, or other encumbrances. Contractor promises and agrees that it will not pledge, hypothecate, or otherwise encumber the items in any manner that would result in any lien, security interest, charge, or claim upon or against said items. Such transfer of title shall not imply acceptance by the Stadium Manager or its designee, nor relieve Contractor from the responsibility to strictly comply with the Contract, and shall not relieve Contractor of responsibility for any loss of or damage to items.

3.7.7 Labor and Material Releases. Contractor shall furnish Stadium Manager with labor and material releases from all subcontractors performing work on, or furnishing materials for, the Work governed by this Contract prior to final payment by Stadium Manager.

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Contract Number: 10050-8

3.7.8 Prevailing Wages. 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 Work is 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 Contract. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Work 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 (defined below) 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.

3.7.9 Apprenticeable Crafts. 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.

3.7.10 Hours of Work. 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 onehalf (11/2) times the basic rate for that worker.

3.7.11 Payroll Records. 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, 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

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Contract Number: 10050-B
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.

3.7.12 Contractor and Subcontractor Registration. 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" prior to contract 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.

3.7.13 Labor Compliance: Stop Orders. This Project 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 Contract and applicable law. Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractor's performance of Work, including any delay, shall be Contractor's sole responsibility.

Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay subject to any applicable liquidated damages and shall not be compensable by the Stadium Manager. Contractor shall defend, indemnify and hold the Indemnified Parties (defined below) 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.

3.8 Performance of Work; Jobsite Obligations.

3.8.1 Water Quality Management and Compliance, if Applicable.

3.8.1.1 Water Quality Management and Compliance. Contractor shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Work including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter-Cologne Water Quality Control Act (Cal Water Code§§ 13000-14950); local ordinances regulating discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter-Cologne Water Quality Control Act, to any ground or surface water in the State.

3.8.1.2 Compliance with the Statewide Construction General Permit. Contractor shall comply with all conditions of the most recent iteration of the National Pollutant Discharge Elimination System General Permit for Storm Water Discharges Associated with Construction Activity, issued by the California State Water Resources Control Board ("Permit"). It shall be Contractor's sole responsibility to file a Notice of Intent and procure coverage under the Permit for all construction activity which results in the disturbance of more than one acre of total land area or which is part of a larger common area of development or

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Contract Number: 10050-8
sale. Prior to initiating work, Contractor shall be solely responsible for preparing and implementing a Storm Water Pollution Prevention Plan (SWPPP) as required by the Permit.

Contractor shall be responsible for procuring, implementing and complying with the provisions of the Permit and the SWPPP, including the standard provisions, and monitoring and reporting requirements as required by the Permit. The Permit requires the SWPPP to be a "living document" that changes as necessary to meet the conditions and requirements of the job site as it progresses through difference phases of construction and is subject to different weather conditions. It shall be Contractor's sole responsibility to update the SWPPP as necessary to address conditions at the project site.

3.8.1.3 Other Water Quality Rules Regulations and Policies.

Contractor shall comply with the lawful requirements of any applicable municipality, drainage Stadium Manager, or local agency regarding discharges of storm water to separate storm drain systems or other watercourses under their jurisdiction, including applicable requirements in municipal storm water management programs.

3.8.1.4 Cost of Compliance. Storm, surface, nuisance, or other waters may be encountered at various times during repair of the Work. Therefore, the Contractor, by submitting a Bid, hereby acknowledges that it has investigated the risk arising from such waters, has prepared its Bid accordingly, and assumes any and all risks and liabilities arising therefrom.

3.8.1.5 Liability for Non.Compliance. Failure to comply with the Permit is a violation of federal and state law. Pursuant to the indemnification provisions of this Contract, Contractor hereby agrees to defend, indemnify and hold harmless the Indemnified Parties (defined below) for any alleged violations. In addition, Stadium Manager may seek damages from Contractor for any delay in completing the Work in accordance with the Contract, if such delay is caused by or related to Contractor's failure to comply with the Permit.

3.8.1.6 Reservation of Right to Defend. Stadium Manager reserves the right to defend any enforcement action brought against the Stadium Manager for Contractor's failure to comply with the Permit or any other relevant water quality law, regulation, or policy. Pursuant to the indemnification provisions of this Contract, Contractor hereby agrees to be bound by, and to reimburse the Stadium Manager for the costs (including the Stadium Manager's attorney's fees) associated with, any settlement reached between the Stadium Manager and the relevant enforcement entity.

3.8.1.7 Training. In addition to the standard of performance requirements set forth in paragraph 3.4, Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Work assigned to them without impacting water quality in violation of the laws, regulations and policies described in paragraph 3.8.1. Contractor further warrants that it, its employees and subcontractors will receive adequate training, as determined by Stadium Manager, regarding the requirements of the laws, regulations and policies described in paragraph 3.8.1 as they may relate to the Work provided under this Contract. Upon request, Stadium Manager will provide the Contractor with a list of training programs that meet the requirements of this paragraph.

3.8.2 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. Contractor shall comply with the requirements of the specifications relating to safety measures applicable in particular operations or kinds of

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Contract Number: 10050-8
work. In carrying out its Work, Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the Work and the conditions under which the Work is to be performed. Safety precautions as applicable shall include, but shall not be limited to, adequate life protection and lifesaving equipment; adequate illumination for underground and night operations; instructions in accident prevention for all employees, such as machinery guards, safe walkways, scaffolds, ladders, bridges, gang planks, confined space procedures, trenching and shoring, fall protection and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and adequate facilities for the proper inspection and maintenance of all safety measures.

Furthermore, Contractor shall prominently display the names and telephone numbers of at least two medical doctors practicing in the vicinity of the Project, as well as the telephone number of the local ambulance service, adjacent to all telephones at the Project site.

3.8.3 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Contract or the Work, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Work. If Contractor observes that the drawings or specifications are at variance with any law, rule or regulation, it shall promptly notify the Stadium Manager in writing. Any necessary changes shall be made by written change order. If Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the Stadium Manager, Contractor shall be solely responsible for all costs arising therefrom. Contractor shall defend, indemnify and hold Indemnified Parties (defined below) free and harmless, pursuant to the indemnification provisions of this Contract, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.8.4 Permits and Licenses. Contractor shall be responsible for securing Stadium Manager permits and licenses necessary to perform the Work described herein, including, but not limited to, any required business license. Any ineligible contractor or subcontractor pursuant to Labor Code Sections 1777.1 and 1777.7 may not perform work on this Project.

3.8.5 Trenching Work. If the Total Contract Price exceeds $25,000 and if the Work governed by this Contract entails excavation of any trench or trenches five (5) feet or more in depth, Contractor shall comply with all applicable provisions of the California Labor Code, including Section 6705. To this end, Contractor shall submit for Stadium Manager's review and approval a detailed plan showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation of such trench or trenches. If such plan varies from the shoring system standards, the plan shall be prepared by a registered civil or structural engineer.

3.8.6 Hazardous Materials and Differing Conditions. As required by California Public Contract Code Section 7104, if this Contract involves digging trenches or other excavations that extend deeper than four (4) feet below the surface, Contractor shall promptly, and prior to disturbance of any conditions, notify Stadium Manager of: (1) any material discovered in excavation that Contractor believes to be a hazardous waste that is required to be removed to a Class I, Class II or Class Ill disposal site; (2) subsurface or latent physical conditions at the site differing from those indicated by Stadium Manager; and (3) unknown

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Contract Number: 10050-B
physical conditions of an unusual nature at the site, significantly different from those ordinarily encountered in such contract work. Upon notification, Stadium Manager shall promptly investigate the conditions to determine whether a change order is appropriate. In the event of a dispute, Contractor shall not be excused from any scheduled completion date and shall proceed with all Work to be performed under the Contract, but shall retain all rights provided by the Contract or by law for making protests and resolving the dispute.

3.8.7 Underground Utility Facilities. To the extent required by Section 4215 of the California Government Code, Stadium Manager shall compensate Contractor for the costs of: (1) locating and repairing damage to underground utility facilities not caused by the failure of Contractor to exercise reasonable care; (2) removing or relocating underground utility facilities not indicated in the drawings ; and (3) equipment necessarily idled during such work . Contractor shall not be assessed liquidated damages for delay caused by failure of Stadium Manager to provide for removal or relocation of such utility facilities. ·

3.8.8 Air Quality. Contractor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the California Air Resources Board (CARS). Although CARS limits and requirements are broader, Contractor shall specifically be aware of their application to "portable equipment", which definition is considered by CARB to include any item of equipment with a fuel-powered engine. Contractor shall indemnify the Indemnified Parties (defined below) against any fines or penalties imposed by CARS, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Contractor, its subcontractors, or others for whom Contractor is responsible under its indemnity obligations provided for in this Contract.

3.8.9 State Recycling Mandates . Contractor shall comply with State Recycling Mandates. Any recyclable materials/debris collected by the contractor that can be feasibly diverted via reuse or recycling must be hauled by the appropriate handler for reuse or recycling.

3.9 Completion of Work . When Contractor determines that it has completed the Work required herein, Contractor shall so notify Stadium Manager in writing and shall furnish all labor and material releases required by this Contract. Stadium Manager shall thereupon inspect the Work. If the Work is not acceptable to the Stadium Manager, the Stadium Manager shall indicate to Contractor in writing the specific portions or items of Work which are unsatisfactory or incomplete. Once Contractor determines that it has completed the incomplete or unsatisfactory Work, Contractor may request a reinspection by the Stadium Manager . Once the Work is acceptable to Stadium Manager , Stadium Manager shall pay to Contractor the Total Contract Price remaining to be paid, less any amount which Stadium Manager may be authorized or directed by law to retain. Payment of retention proceeds due to Contractor shall be made in accordance with Section 7107 of the California Public Contract Code.

3.10 Claims; Government Code Claim Compliance.

3.10.1 Arbitration.:.-. All disputes between Contractor and Stadium Manager relating in any way to this Agreement or Services performed under this Agreement (including , but not limited to, claims for breach of contract, tort, discrimination, harassment and any violation of federal or state law, regulation or constitution) ("Arbitrable Claims") shall be resolved by binding arbitration under the Federal Arbitration Act, in conformity with the procedures of the

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Contract Number: 10050-B
California Arbitration Act (Cal. Code Civ. Proc.§ 1280 et seq., including§ 1283.05 and all of the Act's other mandatory and permissive rights to discovery). In addition to any other requirements imposed by law, the arbitrator selected shall be a retired California Superior Court Judge, or otherwise qualified individual to whom the parties mutually agree, and shall be subject to disqualification on the same grounds as would apply to a judge of such court. All rules of pleading (including the right of demurrer), all rules of discovery, all rules of evidence, all rights to resolution of the dispute by means of motions for ·summary judgment, judgment on the pleadings and all other dispositive motions, and judgment under Code of Civil Procedure § 631.8 shall apply and be observed. Resolution of the dispute shall be based solely upon the law governing the claims and defenses pleaded, and the arbitrator may not invoke any basis other than such controlling law. The arbitrator shall have the immunity of a judicial officer from civil liability when acting in the capacity of an arbitrator, which immunity supplements any other existing immunity. Likewise, all communications during or in connection with the arbitration proceedings are privileged in accordance with Cal. Civil Code § 47(b). As reasonably required to allow full use and benefit of this agreement's modifications to the Act's procedures, the arbitrator shall extend the times set by the Act for the giving of notices and setting of hearings.

Awards shall include the arbitrator's written reasoned opinion. The Parties understand and agree to this binding arbitration provision, and both Contractor and Stadium Manager give up their right to trial by jury of any claim they may have against each other.

3.11 Loss and Damage. Except as may otherwise be limited by law, Contractor shall be responsible for all loss and damage which may arise out of the nature of the Work agreed to herein, or from the action of the elements, or from any unforeseen difficulties which may arise or be encountered in the prosecution of the Work until the same is fully completed and accepted by Stadium Manager. In the event of damage proximately caused by an Act of God, as defined by Section 7105 of the Public Contract Code, the Stadium Manager may terminate this Contract pursuant to Section 3.17.3; provided, however, that the Stadium Manager needs to provide Contractor with only one (1) day advanced written notice.

3.12 Indemnification.

3.12.1 Scope of Indemnity. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the Stadium Manager, the Santa Clara Stadium Authority, the City of Santa Clara, their affiliates, and each of their respective officers, directors, managers, members, partners, owners, employees, agents and authorized volunteers, each tenant and event promoter of Levi's Stadium, and any mortgagee, bond trustee or other financial institution from time to time holding a line or indenture upon an interest in Levi's Stadium, and each of them (collectively, the "Indemnified Parties"), free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, (collectively, "Claims") in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Contractor's services, the Project, this Contract or any Task Order, including without limitation the payment of all consequential damages, expert witness fees and attorneys' fees and other related costs and expenses. Notwithstanding the foregoing , to the extent required by Civil Code Section 2782, Contractor's indemnity obligation shall not apply to liability for damages for death or bodily injury to persons, injury to property, or any other loss, damage or expense arising from the sole or active negligence or willful misconduct of the Indemnified Parties or the Indemnified Parties' agents, servants, or independent contractors

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Contract Number: 10050-B
who are directly responsible to the Indemnified Parties, or for defects in design furnished by those persons.

3.12.2 Additional Indemnity Obligations. Any defense to be provided by Contractor pursuant to any indemnification provision of this Agreement shall be by counsel approved by Stadium Manager, which approval shall not be unreasonably withheld. To the extent any of the lndemnitees incurs costs or expenses to enforce this indemnification (including attorneys' fees and expenses), Contractor shall reimburse the lndemnitee for such costs and expenses.

3.13 Insurance.

3.13.1 Time for Compliance. Contractor shall not commence Work under this Contract until it has provided evidence satisfactory to the Stadium Manager that it has secured all insurance required under this Section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the Stadium Manager that the subcontractor has secured all insurance required under this Section. Failure to provide and maintain all required insurance shall be grounds for the Stadium Manager to terminate this Contract for cause.

3.13.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work hereunder by Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Contract. Such insurance shall meet at least the following minimum levels of coverage:

3.13.2.1 Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability : Insurance Services Office Commercial General Liability coverage (occurrence form CG 00 01); (2) Automobile Liability:

Insurance Services Office Business Auto Coverage form number CA 00 01, code 1 (any auto); and (3) Workern' Compensation and Employer's Liability : Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. Policies shall not contain exclusions contrary to this Contract.

3.13.2.2 Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence and $4,000,000 aggregate for bodily injury, personal injury and property damage; (2) Automobile Liability: $2,000,000 per accident for bodily injury and property damage; and (3) Workern' Compensation and Employer's Liability: Workers' compensation limits as required by the Labor Code of the State of California.

Employer's Liability limits of $1,000,000 each accident, policy limit bodily injury or disease, and each employee bodily injury or disease. Defense costs shall be available in addition to the limits. Notwithstanding the minimum limits specified herein, any available coverage shall be provided to the parties required to be named as additional insureds pursuant to this Contract.

3.13.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements (amendments) on forms supplied or approved by the Stadium Manager to add the following provisions to the insurance policies:

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Contract Number: 10050-B

3.13.3.1 General Liability. (1) Such policy shall give the Stadium Manager, Santa Clara Stadium Authority, Forty Niners Stadium Company LLC and Forty Niners Football Company LLC and their respective officials, employees, agents and authorized volunteers additional insured status using ISO endorsements CG20 10 10 01 plus CG20 37 10 01, or endorsements providing the exact same coverage, with respect to the Work or operations performed by or on behalf of Contractor, including materials, parts or equipment furnished in connection with such work; (2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; and (3) the insurance coverage shall be primary insurance as respects the Stadium Manager, its officials, employees, agents and authorized volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor's scheduled underlying coverage. Any insurance or self-insurance maintained by the Stadium Manager, its officials, employees, agents and authorized volunteers shall be excess of Contractor's insurance and shall not be called upon to contribute with it.

3.13.3.2 Automobile Liability. (1) Such policy shall give the Stadium Manager, Santa Clara Stadium Authority, Forty Niners SC Stadium Company LLC and Forty Niners Football Company LLC and their respective officials, employees, agents and authorized volunteers additional insured status with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by Contractor or for which Contractor is responsible; (2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this 'contract, and Contractor agrees to waive all such rights of subrogation; and (3) the insurance coverage shall be primary insurance as respects the Stadium Manager, its officials, employees, agents and authorized volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor's scheduled underlying coverage. Any insurance or self insurance maintained by the Stadium Manager, its officials, employees, agents and authorized volunteers shall be excess of Contractor's insurance and shall not be called upon to contribute with it in any way.

3.13.3.3 Workers' Compensation and Emolover's Liability Coverage. The insurer shall agree to waive all rights of subrogation against the Stadium Manager, Santa Clara Stadium Authority, Forty Niners SC Stadium Company LLC and Forty Niners Football Company LLC and their respective officials, employees, agents and authorized volunteers for losses paid under the terms of the insurance policy which arise from work performed by Contractor.

3.13.3.4 All Coverages. Each insurance policy required by this Contract shall be endorsed to state that: (1) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the Stadium Manager; and (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the Stadium Manager, Santa Clara Stadium Authority, Forty Niners SC Stadium Company LLC and Forty Niners Football Company LLC and their respective officials, employees, agents and authorized volunteers.

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Contract Number: 10050-B

3.13.3.5 Contractor's Equipment Insurance. Contractors Equipment Insurance applying to toss or damage on an "all risk" basis to any equipment, small tools, or other machinery whether owned, leased, rented, borrowed or otherwise in the care, custody and control of the Contractor for use in the performance of Work. The insurer shall agree to waive all rights of subrogation against the Stadium Manager, its officials, employees, agents and authorized volunteers for losses paid under the terms of the insurance policy.

3.13.4 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the Stadium Manager, its officials, employees, agents and authorized volunteers.

3.13.5 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the Stadium Manager. Contractor shalt guarantee that, at the option of the Stadium Manager, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the Stadium Manager, its officials, employees, agents and authorized volunteers; or (2) the Contractor shalt procure a bond or other financial guarantee acceptable to the Stadium Manager guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.

3.13.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:Vll, licensed to do business in California, and satisfactory to the Stadium Manager. Exception may be made for the State Compensation Insurance Fund when not specifically rated.

3.13.7 Verification of Coverage. Contractor shall furnish Stadium Manager with original certificates of insurance and endorsements effecting coverage required by this Contract on forms satisfactory to the Stadium Manager. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms supplied or approved by the Stadium Manager. All certificates and endorsements must be received and approved by the Stadium Manager before work commences. The Stadium Manager reserves the right to require complete, certified copies of all required insurance policies, at any time.

3.13.8 Subcontractors. All subcontractors shall meet the requirements of this Section before commencing Work. Contractor shall furnish separate certificates and endorsements for each subcontractor. Subcontractor policies of General Liability insurance shall name the Stadium Manager, its officials, employees, agents and authorized volunteers as additional insureds using form ISO 20 38 04 13 or endorsements providing the exact same coverage. All coverages for subcontractors shall be subject to all of the requirements stated herein except as otherwise agreed to by the Stadium Manager in writing.

3.13.9 Reporting of Claims. Contractor shall report to the Stadium Manager, in addition to Contractor's insurer, any and all insurance claims submitted by Contractor in connection with the Work under this Contract.

3.14 Bond Requirements.

3.14.1 Payment Bond. If required by law or otherwise specifically requested by Stadium Manager in Exhibit "C" attached hereto and incorporated herein by reference,

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Contract Number: 10050-B
Contractor shall execute and provide to Stadium Manager concurrently with this Contract a Payment Bond in an amount required by the Stadium Manager and in a form provided or approved by the Stadium Manager. If such bond is required, no payment will be made to Contractor until the bond has been received and approved by the Stadium Manager.

3.14.2 Performance Bond. If specifically requested by Stadium Manager in Exhibit "C" attached hereto and incorporated herein by reference, Contractor shall execute and provide to Stadium Manager concurrently with this Contract a Performance Bond in an amount required by the Stadium Manager and in a form provided or approved by the Stadium Manager.

If such bond is required, no payment will be made to Contractor until the bond has been received and approved by the Stadium Manager.

3.14.3 Bond Provisions. Should, in Stadium Manager's sole opinion, any bond become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace the effected bond within (ten) 10 days of receiving notice from Stadium Manager. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written notice shall be given to the Stadium Manager, and Contractor shall post acceptable replacement bonds at least ten (10) days prior to expiration of the original bonds.

No further payments shall be deemed due or will be made under this Contract until any replacement bonds required by this Section are accepted by the Stadium Manager. To the extent, if any, that the Total Contract Price is increased in accordance with the Contract, Contractor shall, upon request of the Stadium Manager, cause the amount of the bond to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the Stadium Manager. If Contractor fails to furnish any required bond, the Stadium Manager may terminate the Contract for cause.

3.14.4 Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in California Code of Civil Procedure Section 995.120, shall be accepted. If a California-admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the Stadium Manager.

3.15 Warranty. Contractor warrants all Work under the Contract (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any nonconforming materials incorporated into the Work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Contract or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the Work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by the Stadium Manager of any defect in the Work or nonconformance of the Work to the Contract, commence and prosecute with due diligence all Work necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act sooner as requested by the Stadium Manager in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the Work (or work of other contractors) damaged by its defective Work or which becomes damaged in the course of repairing or replacing defective Work. For any Work so corrected, Contractor's obligation hereunder to correct defective Work shall be reinstated for an additional one-year period, commencing with the date of acceptance of such corrected Work. Contractor shall perform such tests as the Stadium Manager may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the

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Contract Number: 10050-B
Contract. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the Work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the Stadium Manager, regardless of whether or not such warranties and guarantees have been transferred or assigned to the Stadium Manager by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the Stadium Manager. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Contract, to the reasonable satisfaction of the Stadium Manager, the Stadium Manager shall have the right to correct and replace any defective or nonconforming Work and any work damaged by such work or the replacement or correction thereof at Contractor's sole expense.

Contractor shall be obligated to fully reimburse the Stadium Manager for any expenses incurred hereunder upon demand.

3.16 Employee/Labor Certifications.

3.16.1 Contractor's Labor Certification. By its signature hereunder, Contractor certifies that he is aware of the provisions of Section 3700 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 that Code, and agrees to comply with such provisions before commencing the performance of the Work. A certification form for this purpose, which is attached to this Contract as Exhibit "D" and incorporated herein by reference, shall be executed simultaneously with this Contract.

3.16.2 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.

3.16.3 Verification of Emolovment Eligibility. By executing this Contract, Contractor verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subcontractors and sub-subcontractors to comply with the same.

3.17 General Provisions.

3.17.1 Stadium Manager's Representative. The Stadium Manager hereby designates the General Manager, or his or her designee, to act as its representative for the performance of this Contract ("Stadium Manager's Representative"). Stadium Manager's Representative shall have the power to act on behalf of the Stadium Manager for all purposes under this Contract. Contractor shall not accept direction or orders from any person other than the Stadium Manager's Representative or his or her designee.

3.17.2 Contractor's Representative. Before starting the Work, Contractor shall submit in writing the name, qualifications and experience of its proposed representative who shall be subject to the review and approval of the Stadium Manager ("'Contractor's

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Contract Number: 10050-B
Representative"). Following approval by the Stadium Manager, Contractor's Representative shall have full authority to represent and act on behalf of Contractor for all purposes under this Contract. Contractor's Representative shall supervise and direct the Work, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Work under this Contract and as described in the relevant Task Order. Contractor's Representative shall devote full time to the Project and either he or his designee, who shall be acceptable to the Stadium Manager, shall be present at the Work site at all times that any Work is in progress and at any time that any employee or subcontractor of Contractor is present at the Work site. Arrangements for responsible supervision, acceptable to the Stadium Manager, shall be made for emergency Work which may be required. Should Contractor desire to change its Contractor's Representative, Contractor shall provide the information specified above and obtain the Stadium Manager's written approval.

3.17.3 Termination. This Contract may be terminated by Stadium Manager at any time, either with our without cause, by giving Contractor three (3) days advance written notice. In the event of termination by Stadium Manager for any reason other than the fault of Contractor, Stadium Manager shall pay Contractor for all Work performed up to that time as provided herein. In the event of breach of the Contract by Contractor, Stadium Manager may terminate the Contract immediately without notice, may reduce payment to Contractor in the amount necessary to offset Stadium Manager's resulting damages, and may pursue any other available recourse against Contractor. Contractor may not terminate this Contract except for cause. In the event this Contract is terminated in whole or in part as provided, Stadium Manager may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. Further, if this Contract is terminated as provided, Stadium Manager may require Contractor to provide all finished or unfinished documents, data, diagrams, drawings, materials or other matter prepared or built by Contractor in connection with its performance of this Contract.

3.17.4 Contract Interpretation. Should any question arise regarding the meaning or import of any of the provisions of this Contract or written or oral instructions from Stadium Manager, the matter shall be referred to Stadium Manager's Representative, whose decision shall be binding upon Contractor.

3.17.6 Notices. All notices hereunder and communications regarding interpretation of the terms of the Contract or changes thereto shall be directed to the regularly monitored electronic mail address, read receipt requested, of such party as follows:

CONTRACTOR:

Attn: Brent Paulson, Regional Manager
Bear Electrical Solutions, Inc.

[email protected]
STADIUM MANAGER:

General Manager
Forty Niners Stadium Management Company LLC
[email protected]

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Contract Number: 10050-B
With copy to:

Legal Affairs
Forty Niners Stadium Management Company LLC
[email protected]
Any such notice or communication shall be deemed to have been given on the day such notice or communication is sent electronically, provided the sender has received a confirmation of such electronic transmission. A Party may, for purposes of this Agreement, change its email address or the person to whom a notice or other communication is marked to the attention of, by giving notice of such change to the other Party pursuant to this Section 3.17.6.

3.17.7 Time of Essence. Time is of the essence in the performance of this Contract.

3.17.8 Assignment Forbidden. Contractor shall not, either voluntarily or by action of law, assign or transfer this Contract or any obligation, right, title or interest assumed by Contractor herein without the prior written consent of Stadium Manager. If Contractor attempts an assignment or transfer of this Contract or any obligation, right, title or interest herein, Stadium Manager may, at its option, terminate and revoke the Contract and shall thereupon be relieved from any and all obligations to Contractor or its assignee or transferee.

3.17.9 No Third-Party Beneficiaries. There are no intended third-party beneficiaries of any right or obligation assumed by the Parties.

3.17.10 Laws. Venue, and Attorneys' Fees. This Contract shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Contract, the action shall be brought in a state or federal court situated in the County of Santa Clara, State of California.

3.17.11 Counterparts. This Contract may be executed in counterparts, each of which shall constitute an original.

3.17.12 Successors. The Parties do for themselves, their heirs, executors, administrators, successors, and assigns agree to the full performance of all of the provisions contained in this Contract.

3.17.13 [Reserved]

3.17.14 Solicitation. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Contract. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, Stadium Manager shall have the right to terminate this Contract without liability.

3.17.15 Conflict of Interest. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working

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Contract Number: 10050-B
solely for Contractor, to solicit or secure this Contract. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, Stadium Manager shall have the right to rescind this Contract without liability. For the term of this Contract, no official, officer or employee of Stadium Manager, during the term of his or her service with Stadium Manager, shall have any direct interest in this Contract, or obtain any present or anticipated material benefit arising therefrom. In addition, Contractor agrees to file, or to cause its employees or subcontractors to file, a Statement of Economic Interest with the Stadium Manager's Filing Officer as required under state law in the performance of the Work.

3.17.16 Certification of License.

3.17 .16.1 Contractor certifies that as of the date of execution of this Contract, Contractor has a current contractor's license of the classification indicated below under Contractor's signature.

3.17.16.2 Contractors are required by law to be licensed and regulated by the Contractors' State License Board which has jurisdiction to investigate complaints against contractors if a complaint regarding a patent act or omission is filed within four (4) years of the date of the alleged violation. A complaint regarding a latent act or omission pertaining to structural defects must be filed within ten (10) years of the date of the alleged violation. Any questions concerning a contractor may be referred to the Registrar, Contractors' State License Board, P.O. Box 26000, Sacramento, California 95826.

3.17.17 Authority to Enter Contract. Each Party warrants that the individuals who have signed this Contract have the legal power, right and authority to make this Contract and bind each respective Party.

3.17.18 Entire Contract; Modification. This Contract contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Contract may only be modified by a writing signed by both Parties.

3.17.19 Non-Waiver. None of the provisions of this Contract shall be considered waived by either party, unless such waiver is specifically specified in writing.

3.17.20 Stadium Manager's Right to Employ Other Contractors. Stadium Manager reserves right to employ other contractors in connection with this Project or other projects.
[SIGNATURES ON NEXT PAGE]

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Contract Number: 10050-B

SIGNATURE PAGE FOR ON-CALL REPAIR CONTRACT

BETWEEN THE FORTY NINERS STADIUM MANAGEMENT COMPANY LLC AND BEAR ELECTRICAL SOLUTIONS, INC.

IN WITNESS WHEREOF , the Parties have entered into this Contract as of the Fifth day of May, 2021.

FORTY NINERS STADIUM

MANAGEMENTCOMPANYLLC
By:

Mercurio
ecutive Vice President &
General Manager
ATTEST :

BEAR ELECTRICAL SOLUTIONS, INC.

By:

Its:

Printed Name : eager '1'f GVN'C/orJ

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Contract Number: 10050-B
EXHIBIT "A"

SCOPE OF WORK
A. SCOPE OF WORK
Troubleshoot, repair, remove and install electrical equipment and components, typically found in a large sports stadium, rated at less than 60KV. This work will be performed via issuance of a Task Order (defined elsewhere in this solicitation). The work assigned to Contractor will be designated with one of the following "priority levels" which will indicate the urgency of the work and the Contractor's response time:

Priority Level Type Response Time
1 - High Emergency - Hazardous, Respond within 1 hour and property damage, and/ or commence work as soon as
event required support possible.
2-Medium Systems Malfunction - Respond within 2 hours and Interruption of daily commence work with 24 hours.
operation
3-Low Minor Repair Respond within 24 hours and
commence work within 72
hours, or as determined
necessary by the Stadium
Manager.

The Contractor shall provide trained technicians with the appropriate tools and testing equipment for scheduled maintenance, safety inspection, and safety testing as required. The Contractor shall maintain all necessary licenses to perfonn the work specified herein. The Contractor will be responsible for supplying all necessary equipment (including aerial lifts), tools, consumables, material, labor, and supplies required to perform the work described herein.

Pursuant to this contract, the Contractor will be tasked, by the Stadium Manager, with performing troubleshooting, repairing, and performing maintenance of various electrical systems at the Stadium, including but not limited to the following :

1. Electrical power work, and communications cabling, including, but not limited, to the following:
a. Power connections for electric-powered equipment;

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Contract Number: 10050-B
b. Circuit breaker replacement;
c. Disconnect replacement;
d. Fuse replacement;
e. Conduit repair and installation, including PVC coated rigid conduit and fittings, PVC, flexible conduit, etc.;
f. Wire and electrical cable repair and installation, including copper, aluminum, all insulation and wire types;
g. Transformer removal and replacement;
h. Sub-panel removal and replacement ;
i. Electrical devices, including receptacles, switches, etc. Repair, removal or replacement;
j. Motor, starters, controllers, and variable frequency drives. Repair, removal or replacement ;
k. Automatic transfer switches;

1. UPS systems and clean power systems, low/medium voltage distribution systems, electrical grounding systems. Trouble shoot and repair; replace batteries as necessary;
m. Troubleshoot and repairs to back-up power systems;
n. Install or repair electric vehicle charging equipment; o. Repairs to computer power floor cables and connections, under carpet raceways, connections to electrified furniture partitions, electrical devices and trim; p. Work in electric duct banks; and
q. Fiber optic cable repair, replacement, installation .

2. Lighting and physical security work, including, but not limited to, the following :
a. Indoor and outdoor lighting repairs and installations, including exterior pole mounted fixtures, and sports field lighting; b. Lamp removal and replacement, including HID, fluorescent, incandescent, etc.; c. Ballast removal and replacement , including HID, fluorescent, etc.; d. New lighting fixture installation, all types;
e. Lighting control work. Contractors must have experience with a variety oflighting control systems, including Lutron and Crestron control systems;
f. Provision of temporary lighting, as necessary; and
g. Conduit and related work for parking lighting, rolling gates, and other related electrical equipment.

3. Testing & Maintenance :
a. Arc Flash assessment;
b. Infrared inspection;
c. Coordination study;
d. Switch gear testing;
e. Emergency generator testing;
f. Power monitoring;
g. Motor control center cleaning; and
h. Ground fault testing.

Page 22 of 40 ends

Contract Number: 10050-B
B. GENERAL REQUIREMENTS

1. All work performed shall meet the latest revision of all applicable federal, state, and local regulations, laws, and codes.

2. All work schedules must be approved in writing by the Stadium Manager prior to commencement of work .

3. Unless otherwise specified, Contractor shall guarantee the labor and materials used are within the specified guidelines and recommendations of the manufacturer.

4. Materials furnished shall be new and shall be of commercial quality material. Used, reconditioned, or discontinued models and materials are not acceptable . The warranty period for contractor provided materials shall be for a period of 1 year, or within the manufacture warranty, whichever is longer. Such warranty shall commence upon the date of acceptance of Contractor's work by the Stadium Manager.

5. The Stadium Manager reserves the right to supply all or part of the materials or equipment on any project/repair.

6. Contractor shall be responsible for the replacement of failed/defective equipment, and parts installed by Contractor that are under warranty . Such cost, if any, shall be incurred by Contractor. Contractor shall assume all liability for such defects.

7. Follow up work required to correct recent repair/improper repair, or substandard parts shall be at no charge to the Stadium Manager.

8. Contractor shall coordinate site access and Hot Work with Forty Niners Stadium Management Company Engineering Department prior to commencement of work.

9. Contractor shall complete a service tag/log after completion of work. Such tag or log must contain the following information:
a. Date of Service
b. Name of Technician(s)
c. Description of Service(s)

10. Contractor shall notify Stadium Manager when a recall is issued for any equipment or component serviced, installed, or repaired by Contractor. Notification by Contractor shall include the reasons for the recall, procedures for replacement, and the disposition of the recalled equipment.

11. Contractor is responsible for compliance with all building code requirements .

Independent of, or in addition, to any other legal requirements, the Stadium Manager may inspect and test Contractor's work to determine if it conforms to the California Building Standards Code and local regulations, if applicable. The Stadium Manager will not accept Contractor's work unless it meets all applicable building code

Page 23 of 40 ends

Contract Number: 10050-B
requirements.

12. The use of the safety equipment includes but is not limited to hard hats, eye protection, safety vests, hearing protection, fall protection, and safety boots as required by the California Occupational Safety and Health Administration.

13. Contractor is required to provide personal protective equipment (PPE) to perform the work and follow the Public Health Orders issued by the Santa Clara County Health Department related to Novel Coronavirus (COVID-19). The Public Health Order updates can be accessed online at https://www .sccgov .org/sites/covid 19/Pages/public health-orders. aspx

14. Contractor shall maintain all necessary licenses to perform the work specified herein.

15. Contactor shall be in compliance with applicable prevailing wage laws and the California Labor Code.

16. Contractor shall provide protection for all existing building components beneath and around the work. Any damage to existing building components caused by contractor shall be immediately repaired or replaced at contractor's sole expense in a manner acceptable to and approved by Stadium Manager.

17. In all active work areas, contractor shall provide, install and maintain all necessary barricades and warnings to prohibit pedestrian access into any affected work area.

This not only includes areas surrounding the work, but also includes areas below the work. Levi's Stadium is an active building containing employees, guests, and other contractors on a daily basis. Contractor shall be responsible for keeping others out of its active work areas and preventing the exposure of others to grinding, sanding, scraping, paint drips, overspray or any other material generated within the work area, both around and below .

18. Contractor will have a designated representative to oversee Contractor's technicians assigned to perform the work specified herein. Contractor representative shall be responsible for providing all required documents, including, but not limited to, reports, invoices , as-built drawings and all other project contract documents to the Stadium Manager.

19. Contractor shall assign a primary/secondary technician(s) as the main contact for the Stadium Manager during the term of the contract. If different representatives are designated during the term of the Contract, notice of any changes (including, but not limited to, name, address, e-mail, and telephone number) shall be promptly served in writing.

20. Contractor must obtain written authorization prior to commencement of work. The Stadium Manager will provide Contractor written approval by issuing a Notice to Proceed.

Page 24 of 40 ends

Contract Number: 10050-B

21. The Contractor shall perform the following to ensure a clean, safe work site:
a. At end of each workday, remove rubbish, empty cans, rags, and other discarded materials from project site. Secure, locate and position all unused materials and equipment, including man lifts, to the satisfaction of Stadium Manager.
b. After completing coating application, clean spattered surfaces. Remove spattered coatings by washing, scraping, or other methods . Do not scratch or damage adjacent finished or unfinished surfaces. Do not allow coatings to drip, spatter onto or otherwise stain adjacent surfaces. c. Protect work of other trades against damage from coating operation . Correct damage by cleaning, repairing, replacing, and recoating, as approved by Stadium Manager, and leave in an undamaged condition.
d. Protect all adjacent surfaces as required by field conditions.

C. REGULATIONSANDSTANDARDS
All material and work shall be in accordance with the rules and requirements of the United States Department of Labor Occupational Safety and Health Administration ("OSHA"); National Electrical Code ("NEC"); 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/or 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. Published rulings and interpretations of the enforcing agencies shall be considered a part of these specifications. All regulations and standards shall be the latest publication unless governing authorities require otherwise . In addition, all of Contractor's work shall be in accordance with the best practices available in the industry, and shall present a neat, workmanlike appearance upon completion .

Page 25 of 40 ends

Contract Number: 10050-B
EXHIBIT "B"

PLANS AND SPECIFICATIONS
Plans and Specifications shall be provided and made a part of each individual Task Order .

Page 26 of 40 ends

Contract Number: 10050-B
EXHIBIT "C"

SPECIAL CONDITIONS
ARTICLE 1. BONDS
Within ten (10) calendar days from the date the Contractor is notified of award of the Contract, the Contractor shall deliver to the Stadium Manager four identical counterparts of the Performance Bond and Payment Bond on the forms supplied by the Stadium Manager and included as Exhibit "F" to the Contract. Failure to do so may, in the sole discretion of Stadium Manager, result in the forfeiture of Contractor's bid security. The surety supplying the bond must be an admitted surety insurer, as defined in Code of Civil Procedure Section 995 .120, authorized to do business as such in the State of California and satisfactory to the Stadium Manager. The Performance Bond and the Payment Bond shall be for one hundred percent (100%) of the Total Contract Price.

Page 27 of 40 ends

Contract Number: 10050-B
EXHIBIT "D"

CONTRACTOR'S CERTIFICATE REGARDING WORKERS' COMPENSATION LABOR CODE- SECTION 1861
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 Work on this Contract.

BEAR ELECTRICAL SOLUTIONS, INC.

By: ~
Signature
~~T f\~UNc:-\DN
Name (Print)
Title (Print)

Page 28 of 40 ends

Contract Number: 10050-B
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.1
Name of Contractor: 'B~h~ ~l~\c._k,\_ ~olu\loNS.., \Ne..

DIR Registration Number: \ 000002 \ 5 ~
DIR Registration Expiration: lo \ 3o \ "20 '). '")..

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 and maintain registration status for the duration of the project. • Failure to submit this form or comply with any of the above requirements may result in a finding that the bid is non-responsive.

Nameo!Con~IC.A\_ S:t>Lu11oNS 1 \..ic...

Signature ____ '---------------------
Name and Title Tu&r?f f$>NL.\Q"-l • V lCX P1?-£$1D~ tJj Dated __ ~_\ _3_\ _J,.o_? ___ \ -----------
1 If the Project 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."

Page 29 of 40 ends

Contract Number: 10050-B
EXHIBIT "F"

PAYMENT AND PERFORMANCE BONDS

ATTACHED BEHIND THIS PAGE

Page 30 of 40 ends

Executed in Duplicate

PERFORMANCE BOND
KNOW ALL PERSONS BY THESE PRESENTS:

Contract Number: 10050-B
Bond No. 0798224
Premium: $9,328 .00
THAT WHEREAS , the Forty Niners Stadium Management Company LLC (hereinafter referred to as "Stadium Manager") has awarded to Bear Electrical Solutions, ln9.(hereinafter referred to as the "Contractor") a California corporation, an agreement for Levi's Stadium On-Call Electrical (hereinafter referred to as the "Project").

Maintenance and Repair Contract
WHEREAS, the work to be performed by the Contractor is more particularly set forth in the Contract Documents for the Project dated May 5, 2021 , (hereinafter referred to as "Contract Documents"), the terms and conditions of which are expressly incorporated herein by reference; and
WHEREAS, the Contractor is required by said Contract Documents to perform the terms thereof and to furnish a bond for the faithful performance of said Contract Documents .

Now THEREFORE Bear Electrical Solutions, Inc. d . d C t t d , , we, , me un ers1gne on rac or an Harco National Insurance Companv as Surety, a corporation organized and duly authorized to transact business under the laws of the State of California, are held and firmly bound unto the Stadium Manager in the sum of Seven Hundred Fifty Thousand and 001100 DOLLARS, ($750,000.00 ), said sum being not less than one hundred percent (100%) of the total amount of the Contract, for which amount well and truly to be made, we bind ourselves, our heirs , executors and administrators, successors and assigns, jointly and severally, firmly by these presents.

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

As a condition precedent to the satisfactory completion of the Contract Documents, unless otherwise provided for in the Contract Documents, the above obligation shall hold good for a period of one (1) year after the acceptance of the work by Stadium Manager, during which time if Contractor shall fail to make full, complete, and satisfactory repair and replacements and totally protect the Stadium Manager from loss or damage resulting from or caused by defective materials or faulty workmanship , Surety shall undertake and faithfully fulfill all such obligations. The obligations of Surety hereunder shall continue so long as any obligation of Contractor remains.

Nothing herein shall limit the Stadium Manager's rights or the Contractor or Surety's obligations under the Contract, law or equity, including, but not limited to, California Code of Civil Procedure Section 337.15.

Whenever Contractor shall be, and is declared by the Stadium Manager to be, in default under the Contract Documents, the Surety shall remedy the default pursuant to the Contract Documents, or shall promptly , at the Stadium Manager's option :

Page 31 of 40 ends

Bond No. 0798224
Contract Number: 10050-B
(1) Take over and complete the Project in accordance with all terms and conditions in the Contract Documents; or
(2) Obtain a bid or bids for completing the Project in accordance with all terms and conditions in the Contract Documents and upon determination by Surety of the lowest responsive and responsible bidder, arrange for a Contract between such bidder, the Surety and the Stadium Manager, and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term "balance of the contract price" as used in this paragraph shall mean the total amount payable to Contractor by the Stadium Manager under the Contract and any modification thereto, less any amount previously paid by the Stadium Manager to the Contractor and any other set offs pursuant to the Contract Documents.
(3) Permit the Stadium Manager to complete the Project in any manner consistent with local, California and federal law and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term "balance of the contract price" as used in this paragraph shall mean the total amount payable to Contractor by the Stadium Manager under the Contract and any modification thereto, less any amount previously paid by the Stadium Manager to the Contractor and any other set offs pursuant to the Contract Documents.

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

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

The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project, including but not limited to the provisions of Sections 2819 and 2845 of the California Civil Code.

IN WITNESS WHEREOF, we have hereunto set our hands and seals this 28th day of April 2021 ).
(Corporate Seal) Bear Electrical Solutions , Inc.

Page 32 of 40 ends

Bond No. 0798224
Contract Number: 10050-B
Harco National Insurance Company
(Corporate Seal) Surety
By~
Yvonne Ron 9iiOIO=AttOrney-in-Fact
Signatures of those signing for the Contractor and Surety must be notarized and evidence of corporate authority attached.
(Attach Attorney-in-Fact Certificate) Title _A_t_to_rn_e~y-·i_n-_F_ac_t ________ _ The rate of premium on this bond is $12.44 per thousand. The total amount of premium charges,$_9~,3_2_8_.o_o __________________ ~
(The above must be filled in by corporate attorney.)

THIS IS A REQUIRED FORM
Any claims under this bond may be addressed to:
(Name and Address of Surety) Harco National Insurance Company 2999 Oak Rd., #820
Walnut Creek, CA 94597
Vivian Imperial (Name and Address of Agent or
Representative for service of
process in California, if different
from above)
818 West Seventh, Suite 930, Los Angeles, CA 90017
Surety: (925) 256-8760
(Telephone number of Surety and Agent for Service: (213) 627-8252 Agent or Representative for service
of process in California)
NOTE: A copy of the Power-of-Attorney authorizing the person signing on behalf of the Surety to do so must be attached hereto.

Page 33 of 40 ends

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of Santa Clara
On 05/03/2021 before me, Sandra Hernandez, Notary Public Date Here Insert Name and Title of the Officer
persona11y appeared Robert Asuncion
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENAL TY OF PERJURY under the laws
of the State of California that the foregoing paragraph is true and correct.
and official seal.

Signature o
Place Notary Sea/ Above
---------------OPTIONAL---------------
Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this fonn to an unintended document.

Description of Attached Document
Title or Type of Document: ------------------- -------- Document Date: ----------- -------- Number of Pages: _____ _ Signer(s) Other Than Named Above: --------------- - ----- - Capacity(ies) Claimed by Signer(s)
Signer's Name: ______ _____ _ Signer's Name: ____________ _ 0 Corporate Officer - Trtle(s): ______ _ 0 Corporate Officer - Title(s): _ _____ _ 0 Partner - 0 Limited 0 General 0 Partner - D Limited 0 General 0 Individual D Attorney in Fact 0 Individual D Attorney in Fact O Trustee D Guardian or Conservator 0 Trustee D Guardian or Conservator 0 Other: ----- -------- D Other: ________ ____ _
Signer Is Representing: _________ _ Signer Is Representing: ________ _ x;Q<;>~~t(,~~'\X.~~'@O>~'QC'Q;,~'CCC<z>'Q(<~~'@>~'Q(,.~~~"Q<;~'C<;.'< ©2016 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California }
County of ___ C_o_n_t_ra_C_o_s_ta ______ _
On L../ , ).. f' - ~OJ. l before me, _____ C_hr_is_ti_n_a_B_u_rto_n~,_N_o_ta_ry..__P_u_bl_ic ___ _ Date
personally appeared
Here Insert Name and Title of the Officer
Yvonne Roncagliolo ------------------------------------------------------------------------------ Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(.Bj' whose name~ is/afe subscribed to the within instrument and acknowledged to me that lie/she/tRey executed the same in liis/herttttetr authorized capacity~. and that by i'tts/her/-tAeif signature(eton the instrument the person(8r, or the entity upon behalf of which the pers9n(B) acted, executed the instrument.

Place Notary Seal and/or Stamp Above
I certify under PENALTY OF PERJURY under the
laws of the State of California that the foregoi ng
paragraph is true and correct.

WITNESS my hand and official seal.

C~YL-Signature ------ --------- -
Signature of Notary Public

OPTIONAL
Completing this Information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document: ------- -------------------- Document Date: ____________ ________ Number of Pages: ___ _ Sigher(s) Other Than Named Above: ----- -------- ---------- Capacity(ies) Claimed by Signer(s)
Signer's Name: Yvonne Roncagliolo
o Corporate Officer - Title(s): -------
0 Partner - o Limited D General
D Individual l8l Attorney in Fact
o Trustee o Guardian or Conservator
o Other:

Signer Is Representing: - ---------
Sign ' Name: ------------
0 Corpora fficer - Title(s): -------
o Partner - o · ed o General
D Individual
o Trustee
o Other:

Signer is Representing : ------ ----".....,__-
~~~~ll{fltll08ooa!Ji(!llJ~Ol&lli~lllfl!!lll'IE~~lll'Jlt~~~~M~~~~WIOI~~~~~~~ © 2018 National Notary Association

POWER OF ATTORNEY

HARCO NATIONAL INSURANCE COMPANY

INTERNATIONAL FIDELITY INSURANCE COMPANY
Bond # 0798224
Member companies of IAT Insurance Group, Headquartered: 702 Oberlin Road, Raleigh, North Carolina 27605 KNOW ALL MEN BY THESE PRESENTS: That HARCO NATIONAL INSURANCE COMPANY, a corporation organized and existing under the laws of the State of Illinois, and INTERNATIONAL FIDELITY INSURANCE COMPANY, a corporation organized and existing under the laws of the State of New Jersey, and having their principal offices located respectively in the cities of Rolling Meadows, Illinois and Newark, New Jersey, do hereby constitute and appoint
VALERIE GARCIA, CHRISTINA BURTON, ALICIA DASS, PETER TAM, KELLY HOLTEMANN, THOMAS E. HUGHES, CHARLES R. SHOEMAKER, MARK M. MUNEKAWA, NERISSA S. BARTOLOME, JOAN DELUCA, SARA RIDGE, PATRICK R. DIEBEL, YVONNE RONCAGLIOLO San Francisco, CA
their true and lawful attorney(s)-in -fact to execute, seal and deliver for and on its behalf as surety, any and all bonds and undertakings, contracts of indemnity and other writings obligatory in the nature thereof, which are or may be allowed, required or permitted by law, statute, rule, regulation, contract or otherwise, and the execution of such instrument(s) in pursuance of these presents , shall be as binding upon the said HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY, as fully and amply, to all intents and purposes, as if the same had been duly executed and acknowledged by their regularly elected officers at their principal offices.

This Power of Attorney is executed , and may be revoked, pursuant to and by authority of the By-Laws of HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY and is granted under and by authority of the following resolution adopted by the Board of Directors of INTERNATIONAL FIDELITY INSURANCE COMPANY at a meeting duly held on the 13th day of December, 2018 and by the Board of Directors of HARCO NATIONAL INSURANCE COMPANY at a meeting held on the 13th day of December, 2018. "RESOLVED, that (1) the Chief Executive Officer, President, Executive Vice President, Senior Vice President, Vice President, or Secretary of the Corporation shall have the power to appoint, and to revoke the appointments of, Attorneys-in-Fact or agents with power and authority as defined or limited in their respective powers of attorney, and to execute on behalf of the Corporation and affix the Corporation's seal thereto, bonds, undertakings , recognizances, contracts of indemnity and other written obligations in the nature thereof or related thereto; and (2) any such Officers of the Corporation may appoint and revoke the appointments of joint-control custodians, agents for acceptance of process, and Attorneys-in-fact with authority to execute waivers and consents on behalf of the Corporation; and (3) the signature of any such Officer of the Corporation and the Corporation's seal may be affixed by facsimile to any power of attorney or certification given for the execution of any bond, undertaking, recognizance, contract of Indemnity or other written obligation in the nature thereof or related thereto, such signature and seals when so used whether heretofore or hereafter, being hereby adopted by the Corporation as the original signature of such officer and the original seal of the Corporation, to be valid and binding upon the Corporation with the same force and effect as though manually affixed ."
IN WITNESS WHEREOF, HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY have each executed and attested these presents on this 31st day of December, 2019

STATE OF NEW JERSEY STATE OF ILLINOIS
County of Essex County of Cook
Kenneth Chapman
Executive Vice President, Harco National Insurance Company and International Fidelity Insurance Company
On this 31st day of December, 2019 , before me came the individual who executed the preceding instrument, to me personally known, and, being by me duly sworn, said he is the therein described and authorized officer of HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY ; that the seals affixed to said instrument are the Corporate Seals of said Companies; that the said Corporate Seals and his signature were duly affixed by order of the Boards of Directors of said Companies.

IN TESTIMONY WHEREOF, I have hereunto set my hand affixed my Official Seal, at the City of Newark, New Jersey the day and year first above written.

CERTIFICATION
Shirelle A. Outley a Notary Public of New Jersey
My Commission Expires April 4, 2023
I, the undersigned officer of HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY do hereby certify that I have compared the foregoing copy of the Power of Attorney and affidavit, and the copy of the Sections of the By-Laws of said Companies as set forth in said Power of Attorney, with the originals on file in the home office of said companies , and that the same are correct transcripts thereof, and of the whole of the said originals, and that the said Power of Attorney has not been revoked and is now in full force and effect.

IN TESTIMONY WHEREOF, I have hereunto set my hand on this day, April 28, 2021 A00467
Irene Martins, Assistant Secretary
Executed in Duplicate Bond No. 0798224
Premium: Included in Performance Bond
Contract Number: 10050-B

PAYMENT BOND
KNOW All MEN BY THESE PRESENTS That
WHEREAS, the Forty Niners Stadium Management Company LLC (hereinafter designated as the "Stadium Man~~er"), by action taken or a resolution passed May 5 , 201.!_has awarded to '§~f~tfil~~~\i°c.
1 hereinafter designated as the "Principal," a contract for the work described as follows:
_L_ev_i_'s_s_ta_d_iu_m_o_n_-c_a_n_E_le_c_tr_ic_a_l _M_ai_n_te_n_a_nc_e_a_n_d_R_e_p_a_ir_c_o_nt_r_ac_t __ (the "Project"); and WHEREAS, the work to be performed by the Principal is more particularly set forth in the Contract Documents for the Project dated May 5, 2021 ("Contract Documents"), the terms and conditions of which are expressly incorporated by reference; and WHEREAS, said Principal is required to furnish a bond in connection with said contract; providing that if said Principal or any of its Subcontractors shall fail to pay for any materials, provisions, provender, equipment, or other supplies used in, upon, for or about the performance of the work contracted to be done, or for any work or labor done thereon of any kind, or for amounts due under the Unemployment Insurance Code or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of said Principal and its Subcontractors with respect to such work or labor the Surety on this bond will pay for the same to the extent hereinafter set forth.

NOW THEREFORE, we, the Principal and Harco National Insurance Company as Surety, are held and firmly bound unto the Stadium Manager in the penal sum of Seven Hundred Fifty Thousand and 001100-------------- Dollars ($ 750,000.00 ) lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH that if said Principal, his or its subcontractors, heirs, executors, administrators, successors or assigns, shall fail to pay any of the persons named in Section 9100 of the Civil Code, fail to pay for any materials, provisions or other supplies, used in, upon, for or about the performance of the work contracted to be done, or for any work or labor thereon of any kind, or amounts due under the Unemployment Insurance Code with respect to work or labor performed under the contract, or for any amounts required to be deducted, Vi.'.ithheld, and paid over to the Employment Development Department or Franchise Tax Board from the wages of employees of the contractor and his subcontractors pursuant to Section 18663 of the Revenue and Taxation Code, with respect to such work and labor the Surety or Sureties will pay for the same, in an amount not exceeding the sum herein above specified.

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

It is further stipulated and agreed that the Surety on this bond shall not be exonerated or released from the obligation of this bond by any change, extension of time for performance, addition, alteration or modification in, to, or of any contract, plans, specifications, or agreement pertaining or relating to any scheme or work of improvement herein above described, or pertaining or relating to the furnishing of labor, materials, or equipment therefore, nor by any change or modification of any terms of payment or extension of the time for any payment pertaining or relating to any scheme or work of improvement herein above described, nor by any rescission or

Page 35 of 40 ends

Bond No. 0798224
Contract Number: 10050-B
attempted rescission of the contract, agreement or bond, nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to recover under any such contract or agreement or under the bond, nor by any fraud practiced by any person other than the claimant seeking to recover on the bond and that this bond be construed most strongly against the Surety and in favor of all persons for whose benefit such bond is given, and under no circumstances shall Surety be released from liability to those for whose benefit such bond has been given, by reason of any breach of contract between the owner or Stadium Manager and original contractor or on the part of any obligee named in such bond, but the sole conditions of recovery shall be that claimant is a person described in Section 9100 of the Civil Code, and has not been paid the full amount of his claim and that Surety does hereby waive notice of any such change, extension of time, addition, alteration or modification herein mentioned and the provisions of Sections 2819 and 2845 of the California Civil Code.

IN WITNESS WHEREOF, we have hereunto set our hands and seals this 28th day of April , 20 21,
(Corporate Seal)
(Corporate Seal)
By~--~-"'~~~~~~~~~~-
~~ ~UN.CJ.ON
Title \(\tt ~\be r-.\1:

Harco National Insurance Company
Surety
By ~ Yvonne RoncagToiOJAttOmey-in-Fact
Title Attorney-in-Fact
Signatures of those signing for the Contractor and Surety must be notarized and evidence of corporate authority attached. A Power-of-Attorney authorizing the person signing on behalf of the Surety to do so much be attached hereto.

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

Page 36 of 40 ends

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of Santa Clara
On 05/03/2021 before me, Sandra Hernandez, Notary Public Date Here Insert Name and Title of the Officer
personalty appeared Robert Asuncion
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

Place Notary Seal Above
---------------OPTIONAL---------------
Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document:--------------------------- - Document Date: ------------------- Number of Pages: _____ _ Signer(s) Other Than Named Above: ----------------- ----- - Capacity(ies) Claimed by Signer(s)
Signer's Name: ___________ _ Signer's Name: ____________ _ D Corporate Officer - Trtle(s): ______ _ 0 Corporate Officer - Trtle(s): ______ _ D Partner - D Limited 0 General 0 Partner - 0 Limited D General 0 Individual 0 Attorney in Fact 0 Individual 0 Attorney in Fact 0 Trustee 0 Guardian or Conservator 0 Trustee 0 Guardian or Conservator D Other:-- - ----------- DOther: ____ _____ __ _
Signer Is Representing: _ _ ______ _ Signer Is Representing: ____ _ _ __ _ ~~'Q'.<;.-g).~'e<;."<iK>'!i$i€¢~~'<Ui>~'@.lMCiX;~?iG§.%'<:'\Xi~~~~~g;.~~'C<.'< ©2016 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY {1-800-876-6827) Item #5907 CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
~~~IOl80tl!IOOll~llO:fl~!Jni~]l[jllllf.lllllQ800!!JO!JIOO:tJO!fl1181E~IOOOtlll~lll){!I09~flC~~ A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California }
County of ___ C_o_n_t_ra_C_o_s_ta ______ _
before me, ______ C_h_r_is_ti_na_B_u_rt_o_n.:..., _N_o_ta_ry.._P_u_b_li_c ____ _ Here Insert Name and Title of the Officer Date
personally appeared Yvonne Roncagliolo ----------------------- ----- -------------- ---------- -------------------------- Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(sj whose name~ is/afe subscribed to the within instrument and acknowledged to me that he/she/tRey executed the same in hi5/herltheif authorized capacity(.ies), and that by ttts/her/#!etr signature~on the instrument the person(8r, or the entity upon behalf of which the persc>n'8) acted, executed the instrument.

Place Notary Seal and/or Stomp Above
I certify under PENAL TY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.

WITNESS my hand and official seal.
c 13-riITfL--
Signature --------- ----- --
Signature of Notary Public

OPTIONAL
Completing this Information can deter alteration of the document or fraudulent reattachment of this form to an unintended document .

Description of Attached Document
Title or Type of Document: ---------------------------
Document Date: ____________________ Number of Pages: ___ _ Sigher(s) Other Than Named Above: ----------------------- Capacity(ies) Claimed by Signer(s)
Signer's Name: Yvonne Roncagliolo
o Corporate Officer - Tltle(s): -------
0 Partner - o Limited D General
o Individual I8l Attorney in Fact
o Trustee o Guardian or Conservator
o Other:

Signer ls Representing :----------
o Indiv idual
o Trustee
D Other:

Signer is Represent ing: ---- -----=""'---
~~~~~~~
©2018 National Notary Association

POWER OF ATTORNEY

HARCO NATIONAL INSURANCE COMPANY

INTERNATIONAL FIDELITY INSURANCE COMPANY
Bond # 0798224
Member companies of IAT Insurance Group, Headquartered: 702 Oberlin Road, Raleigh, North Carolina 27605 KNOW ALL MEN BY THESE PRESENTS: That HARCO NATIONAL INSURANCE COMPANY, a corporation organized and existing under the laws of the State of Illinois, and INTERNATIONAL FIDELITY INSURANCE COMPANY, a corporation organized and existing under the laws of the State of New Jersey, and having their principal offices located respectively in the cities of Rolling Meadows, Illinois and Newark, New Jersey, do hereby constitute and appoint
VALERIE GARCIA, CHRISTINA BURTON, ALICIA DASS, PETER TAM, KELLY HOL TEMANN, THOMAS E. HUGHES, CHARLES R. SHOEMAKER, MARK M. MUNEKAWA, NERISSA S. BARTOLOME, JOAN DELUCA, SARA RIDGE, PATRICK R. DIEBEL, YVONNE RONCAGLIOLO San Francisco, CA
their true and lawful attorney(s)-ln-fact to execute, seal and deliver for and on its behalf as surety, any and all bonds and undertakings, contracts of indemnity and other writings obligatory In the nature thereof, which are or may be allowed, required or permitted by law, statute, rule, regulation , contract or otherwise, and the execution of such instrument(s) in pursuance of these presents, shall be as binding upon the said HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY, as fully and amply, to all intents and purposes, as if the same had been duly executed and acknowledged by their regularly elected officers at their principal offices.

This Power of Attorney is executed, and may be revoked, pursuant to and by authority of the By-Laws of HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY and is granted under and by authority of the following resolution adopted by the Board of Directors of INTERNATIONAL FIDELITY INSURANCE COMPANY at a meeting duly held on the 13th day of December, 2018 and by the Board of Directors of HARCO NATIONAL INSURANCE COMPANY at a meeting held on the 13th day of December, 2018. "RESOLVED, that (1) the Chief Executive Officer, President, Executive Vice President, Senior Vice President, Vice President, or Secretary of the Corporation shall have the power to appoint, and to revoke the appointments of, Attorneys-In-Fact or agents with power and authority as defined or limited in their respective powers of attorney, and to execute on behalf of the Corporation and affix the Corporation's seal thereto, bonds, undertakings , recognizances, contracts of indemnity and other written obligations in the nature thereof or related thereto; and (2) any such Officers of the Corporation may appoint and revoke the appointments of joint-control custodians, agents for acceptance of process, and Attorneys-in-fact with authority to execute waivers and consents on behalf of the Corporation; and (3) the signature of any such Officer of the Corporation and the Corporation's seal may be affixed by facsimile to any power of attorney or certification given for the execution of any bond, undertaking, recognizance, contract of indemnity or other written obligation in the nature thereof or related thereto, such signature and seals when so used whether heretofore or hereafter, being hereby adopted by the Corporation as the original signature of such officer and the original seal of the Corporation, to be valid and binding upon the Corporation with the same force and effect as though manually affixed."
IN WITNESS WHEREOF, HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY have each executed and attested these presents on this 31st day of December, 2019

ST ATE OF NEW JERSEY STATE OF ILLINOIS
County of Essex County of Cook
Kenneth Chapman
Executive Vice President, Harco National Insurance Company and International Fidelity Insurance Company
On this 31st day of December, 2019 , before me came the Individual who executed the preceding instrument, to me personally known, and, being by me duly sworn, said he is the therein described and authorized officer of HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY; that the seals affixed to said instrument are the Corporate Seals of said Companies; that the said Corporate Seals and his signature were duly affixed by order of the Boards of Directors of said Companies.

IN TESTIMONY WHEREOF, I have hereunto set my hand affixed my Official Seal, at the City of Newark, New Jersey the day and year first above written.

CERTIFICATION
My Commission Expires April 4, 2023
I, the undersigned officer of HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY do hereby certify that I have compared the foregoing copy of the Power of Attorney and affidavit, and the copy of the Sections of the By-Laws of said Companies as set forth in said Power of Attorney, with the originals on file in the home office of said companies, and that the same are correct transcripts thereof, and of the whole of the said originals, and that the said Power of Attorney has not been revoked and is now in full force and effect.

IN TESTIMONY WHEREOF, I have hereunto set my hand on this day, April 28, 2021 A00467
Irene Martins, Assistant Secretary
Contract Number: 10050-B
EXHIBIT "G"

RATE SCHEDULE
Billable Labor Rates Straight Daily Saturday Sunday &
Time/Weekday Holiday
A Journey Level:
1 COMM & System Installer $120 .00 $148.00 $148 .00 $176.00 2 COMM & System Tech $128.00 $161 .00 $160.00 $195.00
3 Inside Wireman , Technician $182.00 $230.00 $230.00 $275.00 4 Cable Splicer $195.00 $250.00 $250.00 $305 .00
5 Material Handler $101.00 $125 .00 $125.00 $145.00
6 Material Handler - Fourth Six Months $94 .00 $115.00 $115.00 $135 .00 7 Material Handler - Third Six Months $90.00 $107 .00 $107.00 $125.00 8 Material Handler - Second Six Months $85.00 $100 .00 $100.00 $115.00 9 Material Handler- First Six Months $63.00 $77 .00 $77.00 $91.00 B Apprentice Level:
1 Electrician, Inside Wireman - 5th period $136.00 $197.00 $197.00 $197.00 2 Electrician , Inside Wireman - 6th period $142.00 $207.00 $207 .00 $207.00 3 Electrician, Inside Wireman - 7th period $148.00 $218.00 $218.00 $218 .00 4 Electrician, Inside Wireman - 8th period $155.00 $229.00 $229.00 $229.00 5 Electrician, Inside Wireman - 9th period $160.00 $240.00 $240.00 $240.00 6 Electrician, Inside Wireman -1 oin period $167.00 $250.00 $250.00 $250.00 c Materials & Consumables Mark-Up from Actual Cost to Contractor is 10% D Equipment Rentals Mark-Up from Actual Cost to Contractor is 10%

Page 38 of 40 ends

Contract Number: 10050-B

1. Materials and Consumables·
a. Materials (which include replacement parts, new components such as panel boards, transformers, etc., but does NOT include the cost of small tools) and consumables, which are "minor" materials actually "consumed" during the course of work (such as caulking, solder, tape, etc.) shall be provided to the Stadium Manager at the Contractor's "cost" (meaning what the Contractor paid the supplier) plus an agreed upon mark-up percentage, which would include handling, storage, etc. b. When the Contractor is invoicing for specific task orders, and that invoice includes materials costs, Stadium Manager, at its discretion, may require invoices documenting what the Proposer paid for said materials.
c. If Stadium Manager issues an "emergency" task order, then this requirement may be waived if Stadium Manager so authorizes .

2. Equipment Rental
a. If the Contractor must rent equipment in order to accomplish a Task Order, the price of that equipment to Stadium Manager shall be the Contractor's actual invoice cost for that equipment, plus an agreed upon mark-up percentage. b. If the Contractor owns equipment, then reimbursement for use of that equipment is to be covered in the Contractor's overall Overhead and Profit mark-up, which is a component of the Contractor's billable hourly rates described above.

3. Permit Fees
a. All permit fees shall be pass through charges billed to the Stadium Manager for actual documented costs charged without markup.

Page 39 ends

Contract Number: 10050-B
EXHIBIT "H"

SAMPLE TASK ORDER FORM

FORTY NINERS STADIUM MANAGEMENT COMPANY LLC

TASK ORDER
Task Order No. __ _,
Contract: Levi' s Stadium On-Call Electrical Maintenance and Repair Services Contractor: BEAR ELECTRICAL SOLUTIONS, INC.

The Contractor is hereby authorized to perform the following work subject to the provisions of the Contract identified above:

List any attachments: INSERT ATTACHMENTS, IF ANY]
Dollar Amount of Task Order: Not to exceed $ __ , __ .00 Liquidated Damages for this Task Order: $XXX per day.

Completion Date: ____ __, 20
The undersigned Contractor hereby agrees that it will provide all equipment, furnish all materials, except as may be otherwise noted above, and perform all work specified above in accordance with the Contract identified above and will accept as full payment therefore the amount shown above.

FORTY NINERS STADIUM

MANAGEMENTCOMPANYLLC
Dated:----------
By: -----------

BEAR ELECTRICAL SOLUTIONS,
INC.

Dated:

By: -----------

Page 40 of 40 ends

ATTACHMENT G

LABOR COMPLIANCE ADDENDUM
Contract Title: Levi's Stadium On-Call Electrical Maintenance and Repair Services CONTRACTOR (Supplier) '\CC!\ '12. E.\.Ect"f2-lc_ '!/ Seil vt1 I> t\I ~ , \ N c. .

Name and Address \'). S2 <S~ ~t- 'P 0 . BD'I--- C\:l.~
Alvtso C-i't qsno'l.

This Contract is subject to the requirements of California Labor Code section 1720 et seq. requiring the payment of prevailing wages, the training of apprentices, and compliance with other applicable requirements.

A. Prevailing Wage Requirements

1. Contractor shall be obligated to pay not less than the General Prevailing Wage Rate, which can be found at www.dir.ca.gov. Contractor is also required to have a copy of the applicable wage determination posted and/or available at each job site.

2. Specifically, contractors are reminded of the need for compliance with Labor Code Section 1774-1775 (the payment of prevailing wages and documentation of such), Section 1776 (the keeping and submission of accurate certified payrolls) and 1777.5 in the employment of apprentices on public works projects. Further, overtime must be paid for work in excess of 8 hours per day or 40 hours per week pursuant to Labor Code Section 1811-1813.

3. Special prevailing wage rates generally apply to work performed on weekends, holidays and for certain shift work. Depending on the location of the project and the amount of travel incurred by workers on the project, certain travel and subsistence payments may also be required. Contractors and subcontractors are on notice that information about such special rates, holidays, premium pay, shift work and travel and subsistence requirements can be found at www.dir .ca.gov.

4. Only bona fide apprentices actively enrolled in a California Division of Apprenticeship Standards approved program may be employed on the project as an apprentice and receive the applicable apprenticeship prevailing wage rates.

Apprentices who are not properly supervised and employed in the appropriate ratio shall be paid the full journeyman wages for the classification of work performed .

5. As a condition to receiving progress payments, final payment and payment of retention on any and all projects on which the payment of prevailing wages is required, Contractor agrees to present to Stadium Manager, along with its request for payment, all applicable and necessary certified payrolls (for itself and all applicable subcontractors) for the time period covering such payment request.

The term "certified payroll" shall include all required documentation to comply

Page 1 of 4 ends

Attachment G
Labor Compliance Addendum
with the mandates set forth in Labor Code Section 1720 et seq, as well as any additional documentation requested by the Stadium Manager or its designee including , but not limited to: certified payroll, fringe benefit statements and backup documentation such as monthly benefit statements , employee timecards , copies of wage statements and cancelled checks, proof of training contributions (CAC2 if applicable), and apprenticeship forms such as DAS-140 and DAS-142.

6. In addition to submitting the certified payrolls and related documentation to Stadium Manager, Contractor and all subcontractors shall be required to submit certified payroll and related documents electronically to the California Department of Industrial Relations. Failure to submit payrolls to the DIR when mandated by the project parameters shall also result in the withholding of progress , retention and/or final payment.

7. No contractor or subcontractor may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Reiations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1 (a)].

8. No contractor or subcontractor may be awarded a contract for public work on a public works project, unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. Contractors MUST be a registered "public works contractor" with the DIR AT THE TIME OF BID. Where the prime contract is less than $15,000 for maintenance work or less than $25,000 for construction alternation , demolition or repair work, registration is not required.

9. All contractors/subcontractors and related construction services subject to prevailing wage , including but not limited to: trucking , surveying and inspection work must be registered with the Department of Industrial Relations as a "public works contractor ". Those you fail to register and maintain their status as a public works contractor shall not be permitted to perform work on the project.

10. Should any contractor or subcontractors not be a registered public works contractor and perform work on the project, Contractor agrees to fully indemnify the Stadium Manager for any fines assessed by the California Department of Industrial Relations against the Stadium Manager for such violation , including all staff costs and attorney's fee relating to such fine.

11. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

B. Audit Rights
All records or documents required to be kept pursuant to this Contract to verify compliance with this Addendum shall be made available for audit at no cost to Stadium Manager , at any time during regular business hours, upon written request. Copies of such records or documents shall be provided to Stadium Manager for audit at Levi's Stadium when it is practical to do so.

Otherwise , unless an alternative is mutually agreed upon, the records or documents shall be made available at Contractor's address indicated for receipt of notices in this Contract.

C. Enforcement

Page 2 of 4 ends

Attachment G
Labor Compliance Addendum

1. Stadium Manager shall withhold any portion of a payment; including the entire payment amount, until certified payroll forms and related documentation are properly submitted, reviewed and found to be in full compliance. In the event that certified payroll forms do not comply with the requirements of Labor Code Section 1720 et seq., Stadium Manager may continue to hold sufficient funds to cover estimated wages and penalties under the Contract.

2. The Stadium Manager is not obligated to make any payment due to Contractor until Contractor has performed all of its obligations under these provisions . This provision means that Stadium Manager can withhold all or part of a payment to Contractor until all required documentation is submitted. Any payment by the Stadium Manager despite Contractor's failure to fully perform its obligations under these provisions shall not be deemed to be a waiver of any other term or condition contained in this Contract or a waiver of the right to withhold payment for any subsequent breach of this Contract .

Stadium Manager , the Santa Clara Stadium Authority , or the California Department of Industrial Relations may impose penalties upon contractors and subcontractors for failure to comply with prevailing wage requirements. These penalties are up to $200 per day per worker for each wage violation identified; $100 per day per worker for failure to provide the required paperwork and documentation requested within a 10-day window; and $25 per day per worker for any overtime violation .

Stadium Manager
Name: Jim Mercurio
Title: EVP, Stadium Operations and General Manager
[email protected]
Contractor (Supplier)
Name :~~\ ~\JI'((...\()~
Title: '4'\U° ~\i::E,,J\
Emai l : ~~@ ~~-t,\~~\C/d. U
'\, ~ Date: 5- V Ir Signature:

Page 3 of 4 ends

Attachment G
Labor Compliance Addendum
83666.00002\34306245.1

Page 1 of 3 ends

AMENDMENT NO. 1

TO THE LEVI’S STADIUM ON-CALL ELECTRICAL MAINTENANCE AND REPAIR

CONTRACT

BETWEEN

THE FORTY NINERS STADIUM MANAGEMENT COMPANY, LLC

AND

BEAR ELECTRICAL SOLUTION, INC.

1. Parties and Date.

This Amendment No. 1 to the Levi’s Stadium On-Call Electrical Maintenance and Repair Contract is made and entered into as of this Eighth day of September, 2021, by and between the Forty Niners Stadium Management Company, LLC (“Stadium Manager”) and Bear Electrical Solutions, Inc., a California corporation with its principal p lace of business at 1341 Archer Street, Alviso, CA 95002 (“Contractor”). Stadium Manager and Contractor are sometimes individually referred to as “Party” and collectively as “Parties.”

2. Recitals.

2.1 Contractor. The Stadium Manager and C ontractor have entered into an agreement entitled “Levi’s Stadium On-Call Electrical Maintenance and Repair Contract” (“Agreement”) for the purpose of retaining the services of Contractor to provide on-call stadium electrical maintenance and repair work.

2.2 Amendment Purpose. The Stadium Mana ger and Contractor desire to amend the Agreement to increase the not-to-exceed compensation amount.

2.3 Amendment Authority. This Amendment No. 1 is authorized pursuant to Section 3.7.1 of the Agreement.

3. Terms.

3.1 Amendment. Section 3.7.1 of the Agreement is hereby amended in its entirety to read as follows:

83666.00002\34306245.1

Page 2 of 3 ends

to each Task Order shall be set forth in the relevan t Task Order. The total compensation to be provided under this Contract by Stadium Manager to Contract, in the aggregate, shall not exceed Five Hundred Thousand Dollars ($500,000) for the first year of the Cont ract term and Two Hundred Fifty Thousand Dollars ($250,000) for each subsequent contract year without written approval of the Stadium Manager. The term for subsequent fiscal years shall be conditioned upon approval of the Stadium Authority budget for the applicable fiscal year that includes the amounts due under this Contract.

3.2 Continuing Effect of Agreement. Excep t 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 date of this Amendment No. 1, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 1.

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

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

[Signatures on Next Page]

83666.00002\34306245.1

Page 3 of 3 ends

SIGNATURE PAGE FOR AMENDMENT NO. 1 TO LEVI’S STADIUM ON-CALL

ELECTRICAL MAINTENANCE AND REPAIR CONTRACT

BETWEEN THE FORTY NINERS STADIUM MANAGEMENT COMPANY, LLC AND BEAR ELECTRICAL SOLUTION, INC.

FORTY NINERS STADIUM

MANAGEMENT COMPANY, LLC

Approved By:

Jim Mercurio
Executive Vice President & General
Manager

Date

BEAR ELECTRICAL SOLUTION, INC.

Signature

Name

Title

Date

83666.00002\34306245.1

Page 1 of 3 ends

AMENDMENT NO. 2

TO THE LEVI’S STADIUM ON-CALL ELECTRICAL MAINTENANCE AND REPAIR

CONTRACT

BETWEEN

THE FORTY NINERS STADIUM MANAGEMENT COMPANY, LLC

AND

BEAR ELECTRICAL SOLUTION, INC.

1. Parties and Date.

This Amendment No. 2 to the Levi’s Stadium On-Call Electrical Maintenance and Repair Contract is made and entered into as of this 28th day of May, 2022, by and between the Forty Niners Stadium Management Company, LLC (“Stadium Manager”) and Bear Electrical Solutions, Inc., a California corporation with its principal place of business at 1341 Archer Street, Alviso, CA 95002 (“Contractor”). Stadium Manager and Contractor are sometimes individually referred to as “Party” and collectively as “Parties.”

2. Recitals.

2.2 Amendment Purpose. The Stadium Mana ger and Contractor desire to amend the Agreement to increase the not-to-exceed compensation amount.

2.3 Amendment Authority. This Amendment No. 2 is authorized pursuant to Section 3.7.1 of the Agreement.

3. Terms.

3.1 Amendment. Section 3.7.1 of the Agreement is hereby amended in its entirety to read as follows:

Page 2 of 3 ends

to each Task Order shall be set forth in the relevan t Task Order. The total compensation to be provided under this Contract by Stadium Manager to Contract, in the aggregate, shall not exceed Five Hundred Thousand Dollars ($500,000) for the first year of the C ontract term, Six Hundred Seventy Thousand Dollars ($670,000) for the second year of the Contract term, and Two Hundred Fifty Thousand Dollars ($250,000) for each subsequent contract year without written approval of the Stadium Manager. The term for subsequent fiscal years shall be conditioned upon approval of the Stadium Authority budget for the appli cable fiscal year that includes the amounts due under this Contract.

3.2 Continuing Effect of Agreement. Excep t as amended by this Amendment No. 2, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 2. From and after the date of this Amendment No. 2, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as amended by Amendment No. 1 and this Amendment No. 2.

3.4 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.

[Signatures on Next Page]

83666.00002\34306245.1

Page 3 of 3 ends

SIGNATURE PAGE FOR AMENDMENT NO. 2 TO LEVI’S STADIUM ON-CALL

ELECTRICAL MAINTENANCE AND REPAIR CONTRACT

BETWEEN THE FORTY NINERS STADIUM MANAGEMENT COMPANY, LLC AND BEAR ELECTRICAL SOLUTION, INC.

FORTY NINERS STADIUM

MANAGEMENT COMPANY, LLC

Jim Mercurio
Executive Vice President &
General Manager

Date

BEAR ELECTRICAL SOLUTION, INC.

Andrew Bader
Chief Financial Officer

Date

Agreement No:10050-B

Page 1 of 5 ends

AMENDMENT NO. 3
TO THE LEVI’S STADIUM ON-CALL ELECTRICAL MAINTENANCE AND REPAIR

CONTRACT

BETWEEN

THE FORTY NINERS STADIUM MANAGEMENT COMPANY, LLC
AND
BEAR ELECTRICAL SOLUTIONS, INC.

1. Parties and Date.

This Amendment No. 3 to the Levi’s Stadiu m On-Call Electrical Maintenance and Repair Contract is made and entered into as of this 5th day of May, 2024, by and between the Forty Niners Stadium Management Company, LLC (“Stadium Mana ger”) and Bear Electric al Solutions, Inc., a California corporation with its principal place of business at 1341 Archer Street, Alviso, CA 95002 (“Contractor”). Stadium Manager an d Contractor are sometimes individually referred to as “Party” and collectively as “Parties.”

2. Recitals.

2.1 Contractor. The Stadium Manager and Contract or have entered in to an agreement entitled “Levi’s Stadium On-Call Electrical Maintenance and Repair Contract” (“Agreement”) for the purpose of retaining the services of Contractor to provide on-call stadium electrical maintenance and repair work.

2.2 Amendment Purpose. The Stadium Mana ger and Contractor desire to amend the Agreement to extend the term and increase the not-to-exceed compensation amount.

2.3 Amendment Authority. This Amendment No. 3 is authorized pursuant to Sections 3.3 and 3.7.1 of the Agreement.

3. Terms.

3.1 Amendment. Section 3.3 of the Agreement is hereby amended in its entirety to read as follows:

3.3 Period of Performance and Liquidated Damage s. The term of this Contract shall commence on the date first se t forth above and expire on May 4, 2025, unless earlier terminated as provided herein. Contractor shall complete the Work within the term of this Contract, and shall meet any other established schedules and deadlines set forth in the Task Order(s). All applicable indemnif ication provisions of this Contract shall remain in effect following the termination of this Contract. The Parties may, by mutual, written consent, further extend the term of this Contract for one (1) additional one (1) year period. Pursuant to Government Code Section 53069.85, Contractor shall pay to the Stadium Manager as fixed and liquida ted damages a fixed dollar amount per day for each and every calendar day of delay beyond any completion schedule, repair DocuSign Envelope ID: 99A71ED8-7619-4109-A113-9E8152A153CE Agreement No:10050-B

Page 2 of 5 ends

schedule or Project milestone s established pursuant to the Contract and any Task Order(s). The daily liquidated damages amount will be determined for each separate Task Order and will be set forth in that Task Order.

3.2 Amendment. Section 3.7.1 of the Agreement is hereby amended in its entirety to read as follows:

3.7.1 Amount of Compensation. As consideration for performance of the Work required herein, Contractor shall receive comp ensation, including authorized reimbursements, for all Work rendered under this Contract at the rates set forth in Exhibit “G-1” attached hereto and incorporated herein by reference. The maximum compensation for Work to be provided pursuant to each Task Order shall be set forth in the relevant Task Order. The total compensation to be provided under th is Contract by Stadium Manager to Contractor, in the aggregate, sha ll not exceed Five Hundred Thousand Dollars ($500,000) for the first year of the Contract term, Six Hundred Seventy Thousand Dollars ($670,000) for the second year of the Contract term, Two Hundred Fifty Thousand Dollars ($250,000) for the third year of the Contract term, and Three Hundr ed Fifty Thousand Dollars ($350,000) for the fourth year of the Contract term, without writte n approval of the Stadium Manager. The term for s ubsequent fiscal years shall be conditioned upon approval of the St adium Authority budget for the applicable fiscal year that includes the amounts due under this Contract.

3.3 Amendment. Exhibit “G” is hereby deleted in its entirety and replaced with Exhibit “G-1”, a copy of which is attached hereto and incorporated herein by this reference.

3.4 Continuing Effect of Agr eement. Except as amended by this Amendment No. 3, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 3. From and after the date of this Amendment No. 3, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as amended by Amendment No. 1, Amendment No. 2, and this Amendment No. 3.

3.5 Adequate Consideration. The Parties here to 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. 3.

3.6 Severability. If any portion of this Ame ndment No. 3 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
[Signatures on Next Page]
DocuSign Envelope ID: 99A71ED8-7619-4109-A113-9E8152A153CE Agreement No:10050-B

Page 3 of 5 ends

SIGNATURE PAGE FOR AMENDMENT NO. 3 TO LEVI’S STADIUM ON-CALL

ELECTRICAL MAINTENANCE AND REPAIR CONTRACT

BETWEEN THE FORTY NINERS STADIUM MANAGEMENT COMPANY, LLC AND BEAR ELECTRICAL SOLUTIONS, INC.

FORTY NINERS STADIUM

MANAGEMENT COMPANY, LLC

Peter Wilhelm
Chief Financial Officer

Date

BEAR ELECTRICAL SOLUTIONS,
INC.

Andrew Bader
Chief Financial Officer

Date

DocuSign Envelope ID: 99A71ED8-7619-4109-A113-9E8152A153CE 4/14/2024
4/14/2024

Agreement No:10050-B

Page 4 of 5 ends

EXHIBIT “G-1”

RATE SCHEDULE FOR PERIOD 5/5/2024 THROUGH 5/4/2025

Billable Labor Rates Straight
Time/Week
day
Daily Saturday Sunday &
Holiday
A Journey Level:
1 COMM & S ystem Installer $123.84 $152.74 $152.74 $181.63 2 COMM & S ystem Tech $132.10 $166.15 $165.12 $201.24
3 Inside Wireman, Technicia n $187.82 $237.36 $237.36 $283.80 4 Cable Splice r $201.24 $258.00 $258.00 $314.76
5 Material Handle r $104.23 $129.00 $129.00 $149.64
6 Material Handler – Fourth Six
Months $97.01 $118.68 $118.68 $139.32
7 Material Handler – Third Six Months $92.88 $110.42 $110.42 $129.00 8 Material Handler – Second Six
Months $87.72 $103.20 $103.20 $118.68
9 Material Handler – First Six Months $65.02 $79.46 $79.46 $93.91 B Apprentice Level:
1 Electrician, Inside Wireman – 5 th
period $140.35 $203.30 $203.30 $203.30
2 Electrician, Inside Wireman – 6 th
period $146.54 $213.62 $213.62 $213.62
3 Electrician, Inside Wireman – 7 th
period $152.74 $224.98 $224.98 $224.98
4 Electrician, Inside Wireman – 8 th
period $159.96 $236.33 $236.33 $236.33
5 Electrician, Inside Wireman – 9 th
period $165.12 $247.68 $247.68 $247.68
6 Electrician, Inside Wireman – 10 th
period $172.34 $258.00 $258.00 $258.00

C Materials & Consumables Mark-Up from Actual Cost to Contractor is 10% D Equipment Rentals Mark-Up from Actual Cost to Contractor is 10%

DocuSign Envelope ID: 99A71ED8-7619-4109-A113-9E8152A153CE Agreement No:10050-B

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b. When the Contractor is invoicing for specific task orders, and that invoice includes materials costs, Stadium Manager, at its discretion, may require invoices documenting what the Proposer paid for said materials.
c. If Stadium Manager issues an “emergency” task order, then this requirement may be waived if Stadium Manager so authorizes.

2. Equipment Rental
a. If the Contractor must rent equipment in order to accomplish a Task Order, the price of that equipment to Stadium Manager shall be the Contractor’s actual invoice cost for that equipment, plus an agreed upon mark-up percentage.
b. If the Contractor owns equipment, then reimbursement for use of that equipment is to be covered in the Contractor’s overall Overhead and Profit mark-up, which is a component of the Contractor’s billable hourly rates described above.

3. Permit Fees
a. All permit fees shall be pass through charges billed to the Stadium Manager for actual documented costs charged without markup.

DocuSign Envelope ID: 99A71ED8-7619-4109-A113-9E8152A153CE

Agreement No:10050-B

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AMENDMENT NO. 4
TO THE LEVI’S STADIUM ON-CALL ELECTRICAL MAINTENANCE AND REPAIR

CONTRACT

BETWEEN

THE FORTY NINERS STADIUM MANAGEMENT COMPANY, LLC AND
BEAR ELECTRICAL SOLUTIONS, LLC.

1. Parties and Date.

This Amendment No. 4 to the Levi’s Stadium On-Call Electrical Maintenance and Repair Contract is made and entered into as of this 5th day of May, 2025, by and between the Forty Niners Stadium Management Company, LLC (“Stadium Manager”) and Bear Electrical Solutions, Inc., now operating as Bear Electrical Solutions, LLC, a California limite d liability company, with its principal place of business at 1341 Archer Street, Alviso, CA 95002 (“Contractor”). 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 have entered into an agreement entitled “Levi’s Stadium On-Call Electrical Maintenance and Repair Contract” (“Agreement”) for the purpose of retaining the services of Contractor to provide on-call stadium electrical maintenance and repair work.

2.2 Amendment Purpose. The Stadium Manager and Contractor desire to amend the Agreement to extend the term and increase the not-to-exceed compensation amount.

2.3 Amendment Authority. This Amendment No. 4 is authorized pursuant to Sections 3.3 and 3.7.1 of the Agreement.

3. Terms.

3.1 Amendment. Section 3.3 of the Agreement is hereby amended in its entirety to read as follows:

3.3 Period of Performance and Liquidated Damage s. The term of this Contract shall commence on the date first se t forth above and expire on May 4, 2026, unless earlier terminated as provided herein. Contractor shall complete the Work within the term of this Contract, and shall meet any other established schedules and deadlines set forth in the Task Order(s). All applicable indemnif ication provisions of this Contract shall remain in effect following the termination of this Contract. Pursuant to Government Code Section 53069.85, Contractor shall pay to the Stadium Manager as fixed and liquidated damages a fixed dollar amount per day for each and every calendar day of delay beyond any completion schedule, repa ir schedule or Project milestones Docusign Envelope ID: 9D69F097-B0A3-484D-B239-A1CD9392E119

Agreement No:10050-B

Page 2 of 5 ends

established pursuant to the Contract and any Task Order(s). The daily liquidated damages amount will be determined for each separate Task Order and will be set forth in that Task Order.

3.2 Amendment. Section 3.7.1 of the Agreement is hereby amended in its entirety to read as follows:

3.7.1 Amount of Compensation. As c onsideration for performance of the Work required herein, C ontractor shall receive compensation, including authorized reimbursements, for all Work rendered under this Contract at the rates set forth in Exhibit “G-2” attached hereto and incorporated herein by reference. The maximum compensation for Work to be provided pursuant to each Task Order shall be set forth in the relevant Task Order. The total compensation to be provided under this Contract by Stadium Manager to Contractor, in the aggregate, sha ll not exceed Five Hundred Thousand Dollars ($500,000) for the first year of the Contract term, Six Hundred Seventy Thousand Dollars ($670,000) for the second year of the Contract term, Two Hundred Fifty Thousand Dollars ($250,000) for the third year of the Contract term, Three Hundred Fifty Thousand Dollars ($350,000) for the fourth year of the Contract term, and Two Hundred Fifty Thousand Dollars ($250,000) for the fifth year of the Contract Term.

3.3 Amendment. Exhibit “G-1” is hereby deleted in its entirety and replaced with Exhibit “G-2”, a copy of which is attached hereto and incorporated herein by this reference.

3.4 Continuing Effect of Agreement. Except as amended by this Amendment No. 4, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 4. From and after the date of this Amendment No. 4, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and this Amendment No. 4.

3.5 Adequate Consideration. The Parties hereto 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. 4.

3.6 Severability. If any portion of this Amendment No. 4 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
[Signatures on Next Page]

Docusign Envelope ID: 9D69F097-B0A3-484D-B239-A1CD9392E119

Agreement No:10050-B

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SIGNATURE PAGE FOR AMENDMENT NO. 4 TO LEVI’S STADIUM ON-CALL

ELECTRICAL MAINTENANCE AND REPAIR CONTRACT

BETWEEN THE FORTY NINERS STADIUM MANAGEMENT COMPANY, LLC AND BEAR ELECTRICAL SOLUTIONS, LLC.

FORTY NINERS STADIUM

MANAGEMENT COMPANY LLC

Francine Melendez Hughes
Executive Vice President and General Manager

Date

BEAR ELECTRICAL SOLUTIONS, LLC

Andrew Bader
Chief Financial Officer

Date

Docusign Envelope ID: 9D69F097-B0A3-484D-B239-A1CD9392E119 6/30/20256/30/2025

Agreement No:10050-B

Page 4 of 5 ends

EXHIBIT “G-2”

RATE SCHEDULE FOR PERIOD 5/5/2025 THROUGH 5/4/2026

Billable Labor Rates Straight
Time/Week
day
Daily Saturday Sunday &
Holiday
A Journey Level:
1 COMM & System Installer $127.55 $157.32 $157.32 $192.22 2 COMM & System Tech $136.06 $171.13 $170.07 $207.28 3 Inside Wireman, Technician $193.45 $244.48 $244.48 $292.31 4 Cable Splicer $207.27 $ 265.74 $265.74 $324.28
5 Material Handler $107.35 $132.87 $132.87 $154.13 6 Material Handler – Fourth Six Months
$99.92 $122.24 $122.24 $143.50
7 Material Handler – Third Six Months $95.66 $113.73 $113.73 $132.87 8 Material Handler – Second Six
Months $90.35 $106.30 $106.30 $122.24
9 Material Handler – First Six Months $66.97 $ 81.84 $81.84 $96.73 B Apprentice Level:
1 Electrician, Inside Wireman – 5th
period $144.56 $209.40 $209.40 $ 209.40
2 Electrician, Inside Wireman – 6th
period $150.93 $ 220.02 $220.02 $ 220.02
3 Electrician, Inside Wireman – 7th
period $157.32 $231.73 $231.73 $231.73
4 Electrician, Inside Wireman – 8th
period $ 164.76 $243.42 $243.42 $243.42
5 Electrician, Inside Wireman – 9th
period $ 170.07 $255.11 $255.11 $255.11
6 Electrician, Inside Wireman – 10th
period $ 177.51 $265.74 $265.74 $265.74

C Materials & Consumables Mark-Up from Actual Cost to Contractor is 10% D Equipment Rentals Mark-Up from Actual Cost to Contractor is 10%

Docusign Envelope ID: 9D69F097-B0A3-484D-B239-A1CD9392E119

Agreement No:10050-B

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1. Materials and Consumables
a. Materials (which include replacement parts, new components such as panel boards, transformers, etc., but does NOT include the cost of small tools) and consumables, which are “minor” materials actually “consumed” during the course of work (such as caulking, solder, tape, etc.) shall be provided to the Stadium Manager at the Contractor’s “cost” (meaning what the Contractor paid the supplier) plus an agreed upon mark-up percentage, which would include handling, storage, etc.
b. When the Contractor is invoicing for specific task orders, and that invoice includes materials costs, Stadium Manager, at its discretion, may require invoices documenting what the Proposer paid for said materials.
c. If Stadium Manager issues an “emergency” task order, then this requirement may be waived if Stadium Manager so authorizes.

3. Permit Fees
a. All permit fees shall be pass through charges billed to the Stadium Manager for actual documented costs charged without markup.

Docusign Envelope ID: 9D69F097-B0A3-484D-B239-A1CD9392E119

Agreement No:10050-B

Page 1 of 5 ends

AMENDMENT NO. 5
TO THE LEVI’S STADIUM ON-CALL ELECTRICAL MAINTENANCE AND REPAIR

CONTRACT

BETWEEN

THE FORTY NINERS STADIUM MANAGEMENT COMPANY, LLC AND
BEAR ELECTRICAL SOLUTIONS, LLC.

1. Parties and Date.

This Amendment No. 5 to the Levi’s Stadium On-Call Electrical Maintenance and Repair Contract is made and entered into as of this 5th day of May, 2026, by and between the Forty Niners Stadium Management Company, LLC (“Stadium Manager”) and Bear Electrical Solutions, Inc., now operating as Bear Electrical Solutions, LLC, a California limite d liability company, with its principal place of business at 1341 Archer Street, Alviso, CA 95002 (“Contractor”). Stadium Manager and Contractor are sometimes individually referred to as “Party” and collectively as “Parties.”

2. Recitals.

2.1 Contractor. The Stadium Manager and Cont ractor have entered into an agreement entitled “Levi’s Stadium On-Call Electrical Maintenance and Repair Contract” (“Agreement”) for the purpose of retaining the services of Contractor to provide on-call stadium electrical maintenance and repair work.

2.2 Amendment Purpose. The Stadium Manage r and Contractor de sire to amend the Agreement to extend the term on a month-to-month basis and to clarify that the existing, not- to-exceed total aggregate compensation remains unchanged.

2.3 Amendment Authority. This Amendment No. 5 is authorized pursuant to Sections 3.3 and 3.7.1 of the Agreement.

3. Terms.

3.1 Amendment. Section 3.3 of the Agreement is hereby amended in its entirety to read as follows:

3.3 Period of Performance and Liquidated Damage s. The term of this Contract shall commence on May 5, 2021 and shall continue until November 5, 2026, unless earlier terminated by Stadium Manager with thirty (30) calendar days’ advance written notice to Contractor. Contractor shall complete the Work within the term of this Contract, and shall meet any other established schedules and deadlines set forth in the Task Order(s).

All applicable indemnification provisions of this Contract shall remain in effect following the termination of this Contract. Pursuant to Government Code Section 53069.85, Contractor shall pay to the Stad ium Manager as fixed and liquidated

Agreement No:10050-B

Page 2 of 5 ends

damages a fixed dollar amount per day for each and every calendar day of delay beyond any completion schedule, repair schedule or Project milestones established pursuant to the Contract and any Task Order(s). The daily liquidated damage s amount will be determined for each separate Task Order and will be set forth in that Task Order.

3.2 Amendment. Section 3.7.1 of the Agreement is hereby amended in its entirety to read as follows:

3.7.1 Amount of Compensation. As consideration for performance of the Work required herein, Contractor shall receiv e compensation, including authorized reimbursements, for all Work rendered under this Contract at the rates set forth in Exhibits “G”, “G-1”, “G-2”, and “G-3” at tached hereto and incorporated herein by reference. The maximum compensation for Work to be provided pursuant to each Task Order shall be set forth in the relevant Ta sk Order. The total compensation to be provided under this Contract by Stadium Manager to Contractor, in the aggregate, shall not exceed Five Hundred Thousand Dollars ($500,000) for the first year of the Contract term, Six Hundred Seventy Thousand Dollars ($670,000) for the second year of the Contract term, and Two Hundred Fifty Thousand Dollars ($250,000) for the third year of the Contract term according to the ra tes included in Exhibit G. The total compensation shall be Three Hundred Fifty Thousand Dollars ($350,000) according to the rates included in Exhibit G-1 for the f ourth year of the C ontract term, and Two Hundred Fifty Thousand Dollars ($250,000) according to the rates included in Exhibit G-2 for the fifth year and the rates include d in Exhibit G-3 for the remainder of the Contract Term.

3.3 Amendment. Exhibits “G” and “G-1” are hereby reinstated and Exhibits “G”, “G-1” and “G-2” are hereby supplemented with Exhibit “G-3”, a copy of which is attached hereto and incorporated herein by this reference.

3.4 Continuing Effect of Agreement. Except as amended by this Amendment No. 5, all other provisions of the Agreement, as amended, shall remain in full force and effect and shall govern the actions of the Parties under this Amendment No. 5. From and after the date of this Amendment No. 5, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and this Amendment No. 5.

3.5 Adequate Consideration. The Parties hereto 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. 5.

3.6 Severability. If any portion of this Amendment No. 5 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
[Signatures on Next Page]

Agreement No:10050-B

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SIGNATURE PAGE FOR AMENDMENT NO. 5 TO LEVI’S STADIUM ON-CALL

ELECTRICAL MAINTENANCE AND REPAIR CONTRACT

BETWEEN THE FORTY NINERS STADIUM MANAGEMENT COMPANY, LLC AND BEAR ELECTRICAL SOLUTIONS, LLC.

FORTY NINERS STADIUM

MANAGEMENT COMPANY LLC

Francine Melendez Hughes
Executive Vice President and General Manager

Date

BEAR ELECTRICAL SOLUTIONS, LLC

Andrew Bader
Chief Financial Officer

Date

Agreement No:10050-B

Page 4 of 5 ends

EXHIBIT “G-3”

RATE SCHEDULE FOR PERIOD 5/5/2026 THROUGH 11/4/2026

C Materials & Consumables Mark-Up from Actual Cost to Contractor is 10% D Equipment Rentals Mark-Up from Actual Cost to Contractor is 10%

Agreement No:10050-B

Page 5 of 5 ends

3. Permit Fees
a. All permit fees shall be pass through charges billed to the Stadium Manager for actual documented costs charged without markup.

Date: Februar y 19, 2026

To: Executive Director
Santa Clara Stadium Authorit
y

From: Procurement Department
Fort
y Niners Stadium Management Company LLC

Subject: Recommendation for Award fo r Bear Electrical Solutions, LLC Contract Amendment

Recommendation:

1. Recommend approval for Stadium Manager to execute the fifth amendment with Bear Electrical Solutions, LLC for on-call electrical maintenance and repair services at Levi’s Stadium to extend the term of the agreement on a month-to- month basis, not to exceed six months, commencing May 5, 2026. Termination may occur with thirty (30) calendar days’ advance notice to the contractor. Total compensation for the aggregate contract term remains unchanged and shall not exceed $2,020,000. The billable rates established in the fourth amendment (Exhibit G-2) shall remain in effect for the duration of this extension.

Background:

On April 20, 2021, the SCSA Board approved Stadium Manager’s request to establish a three-year agreement with Bear Electrical Solutions, LLC (Bear) to provide on-call electrical maintenance and repair services with an option to renew for two one-year periods. The initial term of the agreement was from May 5, 2021 through May 4, 2024, with an annual not-to-exceed amount of $250,000 over the three-year period.

During the term of the Agreement, the SCSA Board approved amendments to augment the compensation to Bear, to complete two SCSA Capital Expenditure projects. On May 10, 2022, the total not-to-exceed amount of the Agreement was increased from $750,000 to $1,420,000 for the three-year period. Subsequently, the Board approved exercising both one-year options for the fourth and fifth contract years. On April 9, 2024, the term was extended through May 5, 2025, with an annual not-to-exceed amount of $350,000.

On June 24, 2025, the term was extended through May 5, 2026, with an annual not-to- exceed amount of $250,000. Stadium Manager has determined that the current $250,000 authorized for the fifth contract year is sufficient to cover both the remaining term and the proposed month-to-month extension. This amendment seeks only to extend the period of performance without increasing the allocated budget or the total aggregate not- to-exceed contract amount of $2,020,000.

Stadium Manager has a continued need for on-call electrical maintenance and repair services, which are necessary to maintain the stadium in the required condition as a world-class venue. To provide a consistent and safe operating environment for Non-NFL and NFL events, these services include repairing power connections for equipment, replacing circuit breakers, troubleshooting electrical malfunctions, and testing and repairing various electrical systems.

Stadium Manager is currently finalizing a formal competitive solicitation process to select providers for the next contract term. Negotiations with vendors are in process and a recommendation of award is anticipated to be submitted to the SCSA Board in March 2026.

Because Bear’s current agreement expires May 5, 2026 and they remain the sole on-call provider for these services, an extension of the current agreement on a month-to-month basis is required. This extension ensures business continuity and keeps the Stadium operational while the new contracts are being finalized. No increase to the total aggregate contract not-to-exceed is required.

Fiscal Impact:

The cost for on-call electrical maintenance and repair services is covered in the FY25/26 and the proposed FY26/27 SCSA Budget, Engineering Department budget, as a shared expense.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-364 Agenda Date: 4/7/2026

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on an Amendment No. 1 to the Agreement with West Coast Turf for the Supply, Delivery, and Installation of Sod for the Field at Levi’s Stadium to Extend the Term by One Year, Increase the Total Agreement Amount, Update the Compensation and Fee Schedule, and Delegate Authority to the Executive Director for Future Amendments
(DEFERRED FROM MARCH 24, 2026)

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

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

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

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

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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.

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

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

This item was originally included in the March 24, 2026 City Council and Authorities Concurrent meeting agenda and deferred to the April 7, 2026 meeting for discussion. Staff received questions from the Council on the original agenda item and provided responses, which were transmitted on the original meeting date (Attachment 4).

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

As noted above, the Executive Director has delegated authority to approve the Stadium Manager’s exercise of its option to extend the agreement with the same basic terms and conditions for two additional one-year periods, subject to budget appropriations. As the delegated authority did not City of Santa Clara Printed on 4/2/2026Page 2 of 6
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cover increases to the agreement amount, and updates to the compensation and fee schedule, the requested Amendment No. 1 and requested delegation to the Executive Director for the fifth contract year and six-month extension period are provided for approval.

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

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

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

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

Table 1 - Cost Summary
Description Amount
Initial Three-Year Term (4/1/23 - 3/31/26) $4,800,000
Optional Year 4 (4/1/26 - 3/31/27) $1,600,000
Optional Year 5 (4/1/27 - 3/31/28) $1,680,000
6-Month As-Need Extension Period (4/1/28 - 9/30/28) $840,000 Total Not-to-Exceed Maximum Compensation $8,920,000City of Santa Clara Printed on 4/2/2026Page 3 of 6 powered by Legistar™
26-364 Agenda Date: 4/7/2026
Description Amount
Initial Three-Year Term (4/1/23 - 3/31/26) $4,800,000
Optional Year 4 (4/1/26 - 3/31/27) $1,600,000
Optional Year 5 (4/1/27 - 3/31/28) $1,680,000
6-Month As-Need Extension Period (4/1/28 - 9/30/28) $840,000 Total Not-to-Exceed Maximum Compensation $8,920,000
Optional Years 4 and 5 assume an annual increase of 5%. The Stadium Manager has provided the following reason for the increased agreement amounts that reflect a 5% increase and maximum 5% for rate increases, “This percentage is based on the potential rate increases exceeding the prior year fees given the overall lack of market certainty due to current economic and political factors.” The Stadium Manager or vendor is responsible for providing reasonable justification for any rate increases for future amendments. If the Stadium Manager’s requests are approved, the Executive Director will have delegated authority to approve such rate increases, up to 5%, and any higher rate will have to go to the Stadium Authority Board for additional approval. The Stadium Manager will be responsible for managing expenditures throughout the term of the agreement based on operational needs, provided the overall maximum compensation is not exceeded. This approach allows for continued Stadium Authority oversight, while streamlining the approval process for future amendments.

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

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

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

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

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

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 with the exception of Groundskeeping, which is allocated 30/70, respectively.

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

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

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

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

RECOMMENDATION

1. Approve and authorize the Stadium Manager to execute an Amendment No. 1 with West Coast Turf for supply, delivery, and installation of sod services at Levi’s Stadium to increase the maximum compensation by $1,600,000 to cover services from April 1, 2026 to March 31, 2027 City of Santa Clara Printed on 4/2/2026Page 5 of 6
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26-364 Agenda Date: 4/7/2026
and update the compensation and fee schedule to reflect Exhibit B-2 and Schedule A-1;

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

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

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

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

ATTACHMENTS

1. Agreement with West Coast Turf

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

3. Stadium Manager’s Recommendation Memo

4. Staff Response to Council Questions
City of Santa Clara Printed on 4/2/2026Page 6 of 6
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Contract No: 10166
1 LEVIS STADIUM GENERAL SERVICES AGREEMENT BY AND BETWEEN STADIUM MANAGER AND WEST COAST TURF This Agreement for the Performance of Services (Agreement) is made and entered into on April 1, 2023 (Effective Date) by and between WEST COAST TURF, a California corporation with its principal place of business at 42-540 Melanie Pl., Palm Desert, CA 92211 (Contractor), and the FORTY NINERS STADIUM MANAGEMENT COMPANY LLC, a Delaware limited liability company (Stadium Manager), with its principal place of business at 4900 Marie P. DeBartolo Way, Santa Clara, CA 95054. Stadium Manager and Contractor may be referred to individually as a Party or collectively as the Parties or the Parties to this Agreement. 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 sod delivery and installation services as more fully described in Exhibit A, entitled Scope of Services (the Services), attached hereto and incorporated herein by this reference.

Contract No: 10166
2 F. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses / certifications / permits, and desire to provide the Services which meet objectives and requirements of Stadium Manager. G. In accordance with the Stadium Management Agreement, the Stadium Manager is authorized to enter into this Agreement on behalf of the Authority and StadCo to engage Contractor to provide the Services. The Stadium Manager and Contractor desire to enter into this Agreement whereby Contractor will perform the Services subject to the terms and conditions of this Agreement, the Ground Lease, the Stadium Lease and the Stadium Management Agreement. TERMS 1. DEFINITIONS. A. Affiliate: shall mean any Person directly or indirectly controlling or controlled by or under direct or indirect common control with a Person. For purposes of this definition, control when used with respect to any entity means the power to direct the management and policies of such entity, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and controlling and controlled have meanings correlative to the foregoing. B. Additional Indemnitees: shall mean the Authoritys Affiliates (including without limitation, the Authoritys Board of Directors, the City, its City Council, and all City or Agency commissions, officers, employees, volunteers and agents), the Bayshore North Project Enhancement Authority, the Successor Agency to the Santa Clara Redevelopment Agency, StadCo and its Affiliates, the Team and any Additional Team (i.e., an additional NFL franchise that plays its home games at the Stadium) (and their respective Affiliates), Managers Affiliates (if not any of the previously mentioned Persons), each other tenant of the Stadium and each Event promoter, and any mortgagee, bond trustee or other financial institution from time to time holding a lien or indenture upon Managers interest in the Stadium, the Stadium Lease or the Stadium Management Agreement. C. Default Rate: shall mean a rate per annum equal to the lesser of (i) fifteen percent (15.0%) and (ii) the maximum non-usurious rate permitted by applicable law. D. Fiscal Year: shall mean the twelve (12) month period commencing April 1 of each year after the execution of this Agreement, except that the first Fiscal Year will commence on the Commencement Date of the Stadium Lease and end on the next following March 31. If this Agreement expires or terminates on a date other than March 31 of a particular year, there shall be a partial last Fiscal Year ending on the date of such termination. E. Hazardous Substance: shall mean, as of any date: (a) any petroleum or petroleum products, flammable explosives, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, and transformers or other equipment that contain dielectric fluid containing polychlorinated biphenyls (PCBs); (b) any chemicals or other materials or substances which as of such date are defined as or included in the definition of hazardous substances, hazardous wastes, hazardous materials, extremely hazardous wastes, restricted hazardous wastes, toxic substances, toxic pollutants, contaminants, infectious wastes, pollutants or words of similar import under any environmental law; and (c) any other chemical or other material or substance, Contract No: 10166
3 exposure to which or use of which as of such date is prohibited, limited or regulated under any environmental law. F. Person: shall mean any individual, corporation, partnership, limited liability company, association, trust or other entity whatsoever. 2. EMPLOYMENT OF CONTRACTOR. Stadium Manager hereby employs Contractor to perform the Services. Stadium Manager shall pay for all such Services which are consistent with the terms of this Agreement. 3. SERVICES TO BE PROVIDED. A. The Recitals above and all of the exhibits and schedules referenced in this Agreement are attached and are incorporated herein by this reference. B. Contractor promises and agrees to furnish to the Stadium Manager all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately perform the Services as described in this Agreement including, without limitation, Exhibit A attached hereto. C. Stadium Manager may, at its discretion, provide, or cause to be provided, during the Term designated office and storage space within the Stadium for use by Contractor. The location of such office and storage space shall be in the sole discretion of Stadium Manager, and Stadium Manager may direct that the office and storage space be moved to a new location within the Stadium from time to time as it deems necessary. D. Except as expressly provided herein, Contractor shall be responsible for all costs and expenses incurred in performing the Services, including costs and expenses of maintaining, repairing and replacing any furniture, fixtures, equipment, or other tangible property and all applicable taxes, staffing (including all managerial and Event staff, if applicable), and training. As described in greater detail in Section 8.F hereof, Contractor agrees to fully abide by all sustainability and reuse programs established for or applicable to the Stadium, as each may be modified from time to time following the Effective Date. E. Without limiting the generality of any other provision in this Agreement, Contractors provision of the Services shall be subject to the reasonable prior approval of Stadium Manager acting in conjunction with Contractor, including but not limited to staffing and the manner of Contractors performance. Contractor shall not offer exclusivity to any supplier without the prior written approval of Stadium Manager. F. If at any time, Contractor fails or is otherwise prevented from providing all or any portion of the Services whether due to a suspension or termination of any licenses or permits or otherwise, then, in addition to any other right of Stadium Manager, Stadium Manager shall have the right, in its sole discretion, without the payment of any kind to Contractor, to provide through any available means the Services, or any portion thereof, until such time as Contractor has resumed its provision of the Services. In the event Stadium Manager exercises its rights pursuant to this Section, Contractor shall, and shall cause its employees to cooperate and assist Stadium Manager in providing the Services. G. Notwithstanding the foregoing, and subject to any restrictions imposed by the Authority, including pursuant to the Stadium Lease and Stadium Management Agreement, the Stadium Manager and its designated agents reserve the right of access to all areas that Contractor is permitted to access, use and occupy hereunder for purposes of operating, inspecting, maintaining and repairing the Stadium (and all improvements therein or thereon) and for the purpose of determining whether the terms, covenants and conditions contained in this Agreement are being fully and faithfully observed and performed by Contract No: 10166
4 Contractor. Use of any space or property that Contractor is permitted to access, use and occupy hereunder for purposes other than the operations to be conducted under this Agreement, without prior written approval of Stadium Manager in its sole discretion, is prohibited. Contractor shall not interfere with any other contractor, licensee or employee of the Authority, Stadium Manager or any other person working at the Stadium. 4. COMMENCEMENT OF SERVICES. Contractor shall begin providing the Services on the Effective Date. Contractor shall provide the Services as described in Exhibit A and shall complete all Services during the Term consistent with any milestones specified in this Agreement. The Parties may adjust any performance milestones, service schedules or commencement dates by mutual written agreement. 5. QUALIFICATIONS OF CONTRACTOR STANDARD OF WORKMANSHIP. A. Contractor represents and maintains that it has the necessary expertise in the professional calling to perform the Services, and its duties and obligations, expressed and implied, contained in this Agreement, and Stadium Manager expressly relies upon Contractors representations regarding its skills and knowledge. Contractor shall perform such Services and duties and obligations in conformance to and consistent with the professional standards of a specialist in the same discipline in the State of California. B. Any plans, designs, specifications, estimates, calculations, reports, and other documents required to be furnished by Contractor under this Agreement shall be of a quality acceptable to Stadium Manager. To be accepted as provided under this Agreement, any such deliverable shall be a product of neat appearance and shall be well-organized, technically and grammatically correct, and checked, and shall identify the maker and checker. The minimum standard of appearance, organization, and content of the deliverable shall be that used by Stadium Manager for similar services. 6. TERM OF AGREEMENT. The term of this Agreement (the Term) shall begin on the Effective Date and terminate on March 31, 2026 provided however, if this Agreement extends beyond a single fiscal year, the Term for subsequent fiscal years shall be conditioned upon approval of the Authority budget for the applicable fiscal year that includes the amounts due under this Agreement. All Services contained herein shall be completed prior to the end of the Term of this Agreement. Subject to the prior approval of the Stadium Authority, Stadium Manager shall have the option, in its sole discretion, to extend the Term for two additional one (1) year periods by notifying Contractor in writing of Stadium Manager's desire to exercise said option prior to the expiration of the then-current Term. 7. WARRANTY. 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 Contract No: 10166
5 persons directly employed by it. Contractor will perform all Services in a safe manner and in accordance with all Applicable Laws and safety regulations, the policies and procedures issued by the Stadium Manager relating to the Services, the general operating procedures of the Authority, and any and all other applicable rules, regulations, policies and directives established or implemented by the Authority and/or Stadium Manager, the designees of either of them, or the NFL, from time to time, including scheduling rules, regulations and policies, related to the use or operation of the Stadium (collectively, Stadium Policies). The term Applicable Laws as used in this Agreement shall mean any statute, law, treaty, rule, code, ordinance, regulation, permit, interpretation, certificate or order, whether now or hereafter existing, of any Governmental Authority, or any judgment, decision, decree, injunction, writ, order or like action of any court, arbitrator or other Governmental Authority, whether now or hereafter existing. The term Governmental Authority as used in this Agreement shall mean any federal, state, local or foreign governmental entity, authority or agency, court, tribunal, regulatory commission or other body, whether legislative, judicial or executive (or a combination or permutation thereof), and any arbitrator to whom a dispute has been presented under Applicable Laws or by agreement of the Parties with an interest in such dispute. B. Contractor shall at all times maintain a sufficient number of qualified personnel at the Stadium and, if applicable, the Related Facilities (e.g., offsite parking areas) for the performance of all of Contractors obligations under this Agreement. C. Contractors authorized personnel who are scheduled to work at events at the Stadium (Events) shall be provided with ingress to and egress from the Stadium through a gate or gates designated for such purpose by Stadium Manager, without charge, during all days on which Events are held and at all other times necessary to enable Contractor to prepare for Events and fulfill its responsibilities under this Agreement. Contractor shall be bound by and comply with all rules, policies and procedures relating to security and access rights, including requirements related to screening and identification of Contractors personnel, established from time to time by Stadium Manager. Nothing herein contained shall be held to limit or qualify the right of the Authority or Stadium Manager to a free and unobstructed use, occupation and control of the Stadium and ingress and egress for itself, its lessees and the public. D. Contractor shall obtain on or before the Commencement Date and shall thereafter maintain throughout the Term, at its cost and in its name, all licenses and permits necessary for the performance of the Services and any and all other licenses and permits required to be obtained by Contractor by the terms of the Stadium Lease. Stadium Manager shall cooperate with Contractor in connection with applications submitted by Contractor for any and all licenses and permits and renewals thereof. Contractor shall not submit any application for a permit or license without first providing Stadium Manager a reasonable opportunity to review it. Contractor shall furnish Stadium Manager with copies of such licenses and permits and renewals thereof as are physically maintained at the Stadium, and all other licenses or permits otherwise required under Applicable Laws or this Agreement, and shall surrender all licenses and permits to Stadium Manager upon termination of this Agreement. E. In the event that Contractor fails to obtain or maintain in full force and effect any material license or permit necessary for the performance of the Services, including upon a suspension applicable to an Event or revocation thereof, (a) Stadium Manager shall have the right (but no obligation) to perform or have another Person perform the applicable obligation without compensation to Contractor and, whether or not Stadium Manager exercises that right or its termination rights, Contractor shall be responsible to Stadium Manager for the loss of income and all other damages, including consequential and special damages, suffered by Stadium Manager as the result of Contractors breach of this Agreement, including any loss of income; and (b) Contractor shall be considered in material Contract No: 10166
6 breach of this Agreement, and Stadium Manager may, in addition to any other rights or remedies it may have, immediately terminate this Agreement. F. Contractor shall comply in all respects with the Santa Clara Business and Commercial Recycling Program, as the same shall be amended from time to time, and shall, in partnership with Stadium Manager, prepare and implement a plan (the Waste Reduction and Recycling Plan) that targets 100% diversion of solid waste from all Events, including composting or other diversion of compostable organics. Contractor shall train its employees in the methods and objectives of the Waste Reduction and Recycling Plan and shall direct and cause its employees to not dispose of or discharge recyclables, compostables, waste, garbage, refuse or Hazardous Substances in any area in or outside the Stadium other than in areas specifically designated therefor. Contractor shall be responsible for expeditiously collecting, separating, recycling, bagging and delivering recyclables, compostables, trash and garbage generated within the Stadium Complex, and Contractor shall cause its employees to deposit such recyclables, compostables, trash and garbage in appropriate containers or equipment in the locations specified by Stadium Manager, whereupon Stadium Manager shall be responsible for the further delivery and ultimate disposal of such recyclables, compostables, trash and garbage. In addition, Contractor shall separate, compact and recycle the trash generated by Events on non-Event days. Contractor shall take all action necessary to: (i) ensure that all such recyclables, compostables, trash and garbage are placed in bags and/or the appropriate receptacles or other containers (which receptacles and containers shall be provided by Contractor) that are durable for transport and not easily susceptible to breakage or leakage, (ii) notify Stadium Manager when the centralized Stadium recyclable, compostable and garbage receptacles are full and need to be emptied, (iii) prevent recyclables, compostables and trash from piling up around the outside of the receptacles and from using the Stadium receptacles in lieu of transferring the recyclables, compostables and trash to the required locations as described herein and (iv) ensure that recyclables, compostables and trash do not spill out prior to or during transport. Contractor agrees to and is fully committed to participating in the separation and recycling of refuse in the Stadium and to minimize the amount of non-recyclable and non-compostable refuse to be removed from the Stadium. All recyclable, compostable, trash and garbage receptacles within the areas controlled by Contractor shall be provided by Contractor and shall be cleaned and sanitized by Contractor in accordance with the standards reasonably set from time to time by the Authority and/or Stadium Manager, to ensure a consistently high standard of sanitation meeting or exceeding the standards set by the Santa Clara County Public Health Department and/or the City. Contractor will comply with all federal, state and local recycling and composting requirements and such recycling and composting programs implemented from time to time by the Authority and/or Stadium Manager and all rules and regulations applicable to the Stadiums adherence to, and/or certification by, the Leadership in Energy and Environmental Design (LEED) Green Building Rating System. Contractor shall indemnify Stadium Manager and make Stadium Manager whole for any out of pocket costs incurred by Stadium Manager which are solely attributable to any negligence or intentional act or omission of Contractor or any of its employees with respect to the recycling or trash removal program, including the expense of returned or rejected recyclable, compostable and trash removals due to mixing or contaminating the trash flow in violation of Applicable Laws or specific directives provided to Contractor in writing as part of the Stadiums sustainability and recycling, composting or trash removal programs. Stadium Manager will determine the type, appearance and location of the recyclable, compostable and trash receptacles. G. Contractor agrees not to use Hazardous Substances at the Stadium, except in accordance with Applicable Laws, and agrees to indemnify, defend, and hold the Indemnified Parties harmless for all Losses (as defined in Section 23.A below) arising out of its use, generation or storage of Hazardous Substances at the Stadium.

Contract No: 10166
7 H. Contractors acknowledges and agrees that Services performed under this Agreement shall not create any right of lien for Contractor at the Stadium, which is a publicly owned building. Contractor hereby waives and releases any right of lien against Stadium Manager, StadCo, the Authority, the City, and the Stadium for the Services or any other work performed by Contractor at the Stadium during the Term of this Agreement. I. If required by Applicable Laws, Contractor shall file a payment bond for one hundred percent of the total amount payable hereunder with and approved by Stadium Manager. 9. MONITORING OF SERVICES. Stadium Manager may monitor the Services performed under this Agreement to determine whether Contractors operations conform to Stadium operating policies and directives and to the terms of this Agreement. Stadium Manager may also monitor the Services to be performed to determine whether the Services are being conducted in accordance with applicable Stadium Policies, National Football League requirements, and Applicable Laws. 10. CORRECTION OF SERVICES. Contractor agrees to correct any incomplete, inaccurate, or defective Services at no cost to Stadium Manager, when such defects are due to the negligence, errors, or omissions of Contractor. If any action of Contractor constitutes a breach, Stadium Manager may terminate this Agreement pursuant to the provisions described herein. 11. RESPONSIBILITY OF CONTRACTOR. A. Contractor shall be responsible for the professional quality, technical accuracy, and coordination of the Services furnished by it under this Agreement. Neither Stadium Managers review, acceptance, nor payments for any of the Services required under this Agreement shall be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement and Contractor shall be and remain liable to Stadium Manager in accordance with Applicable Laws for all damages to Stadium Manager caused by Contractor failure to perform any of the Services furnished under this Agreement. B. Any acceptance by Stadium Manager of plans, specifications, construction contract documents, reports, diagrams, maps, and other material prepared by Contractor shall not in any respect absolve Contractor from the responsibility Contractor has in accordance with customary standards of good professional practice in compliance with Applicable Laws. C. Contractor shall comply and otherwise abide by, all emergency and security procedures and protocols of the Stadium Manager, the Authority, the City, the Team, the NFL and promoters of Events as the Stadium Manager or such other Persons shall adopt from time to time. Such procedures and protocols may include, without limitation, (i) employee pat-down and screening, (ii) presentment by Contractors employees of identification cards or badges issued by Stadium Manager, which may include reporting criteria such as bar codes, Mag Stripes, RFID or other identifier systems; (iii) restricting access to certain parts of the Stadium to specified employees of Contractor as reasonably approved by the Stadium Manager (with respect to security clearance standards); and/or (iv) conduct by Contractor, at its sole expense, of Team-specified minimum background and such other security screening checks on all of Contractor's employees as the Stadium Manager shall request from time to time, which checks may vary as to job function. D. Personnel. i. Contractor shall hire, employ, train, supervise and discipline any and all persons necessary to provide the Services in accordance with the terms of this Agreement Contract No: 10166
8 and shall use its best efforts to ensure that its employees continually practice the high standards of safety, courtesy and service customarily followed in the conduct of a first-class operation. Contractor shall use its best efforts to select qualified, competent and trustworthy employees. Any and all persons who furnish services under this Agreement, whether or not employed by Contractor prior to the Effective Date, are exclusively employees, subcontractors and/or non-affiliated third parties employed by Contractor and are not employees of the Authority, the City, StadCo or Stadium Manager. Such persons furnishing services under this Agreement shall be subject to appearance standards mutually acceptable to the parties hereto and as permitted by Applicable Laws, and shall wear, at all times while working at the Stadium, neat and clean uniforms provided by Contractor and approved by Stadium Manager. Such uniforms shall bear such lettering and insignia (including the name and logo of the Stadium, the Stadium naming rights sponsor, if required, and the location of the employee's assignment (e.g., a Club or Suite area)) as Stadium Manager may require and shall be of a design reasonably satisfactory to Stadium Manager. Contractor shall cause its employees to conduct themselves in a professional and courteous manner, and not to unreasonably disturb or interfere with Events. Contractor shall at all times maintain accurate records of the names, addresses, employment history and other legal identification of those to whom Contractor issues employee badges, uniforms or other identifying items to ensure the proper identification and legal working status of Contractor's employees at the Stadium. Contractor shall conduct such background and other security screening checks on its employees as Stadium Manager shall reasonably request from time to time and shall not knowingly hire any person who has been previously terminated by the Authority, StadCo, Stadium Manager or any of their respective Affiliates or contractors. Upon Stadium Manager's request, and so long as any such action shall not be contrary to law, Contractor shall immediately remove from the Stadium any employee, agent, contractor or invitee of Contractor and permanently revoke such person's access credentials. ii. Intentionally Left Blank. iii. Contractor shall conduct regularly scheduled employee training programs appropriate to the Services provided, including any programs specifically requested by Stadium Manager, for all of its employees working in the Stadium (the Employee Training Programs). The Employee Training Programs will be mandatory for all employees, agents and any subcontractors of Contractor and, at a minimum, will include customer service, guest interaction, security procedures and specific job skills training, and will be conducted in such frequency as may be approved or directed by Stadium Manager. Contractor shall cause all Employee Training Programs to be periodically reviewed (no less frequently than annually) and updated to the extent necessary to maintain the standard of service requested by Stadium Manager. All employees of Contractor shall also be required to attend such policy and procedures training sessions as may be held by the Stadium Manager, as well as the Stadium orientation tour and training conducted by the Stadium Manager. Contractor shall not permit any employee, agent or subcontractor to work at an Event prior to his or her completion of the prescribed training sessions and Employee Training Programs. iv. Contractor shall promptly notify Stadium Manager upon voluntary or involuntary termination of employment of its employees or contractors and ensure that each such terminated individual is denied further access to the Stadium. In no event shall the Authority, the City, StadCo or Stadium Manager be liable, and Contractor shall indemnify, protect, and hold the Authority, the City, StadCo and Stadium Manager harmless, for Contractor's record keeping (or lack of record keeping), including the legal identification and working status of Contractor's employees and Contract No: 10166
9 subcontractors, or for any other matters relating to Contractor's employees or subcontractors. 12. COMPENSATION AND PAYMENT. A. In consideration for Contractors performance of the Services in accordance with the requirements of this Agreement, Stadium Manager shall pay Contractor for all materials provided and services rendered by Contractor in the amount(s) set forth in Exhibit B, entitled Contractor Compensation and Fees. B. Contractor will invoice Stadium Manager for fees as set forth in Exhibit B, subject to verification by Stadium Manager. Except as otherwise expressly provided in Exhibit B, Stadium Manager will pay Contractor within thirty (30) days of Stadium Managers receipt of a valid invoice. 13. TERMINATION OF AGREEMENT. A. In addition to any other rights or remedies Stadium Manager may have, Stadium Manager may terminate this Agreement by written notice to Contractor if: (i) Contractor fails to correct to the reasonable satisfaction of Stadium Manager any condition created or controlled by Contractor that, in Stadium Managers reasonable judgment, poses a hazardous condition to occupants of the Stadium Complex, any of the Related Facilities (e.g., offsite parking areas), or any portion thereof, within twenty-four (24) hours after receipt of written notice from Stadium Manager; (ii) Contractor fails to perform any material obligation under this Agreement and such failure continues unremedied for a period of ten (10) days after receipt of written notice from Manager of the particular failure to perform (or thirty (30) days in the case that a remedy has commenced but cannot reasonably be accomplished in ten days); (iii) Contractor is placed into bankruptcy either voluntarily or involuntarily (and such involuntary proceeding is not dismissed within sixty (60) days), becomes financially insolvent, takes the benefit of any present or future insolvency statute, makes a general assignment for the benefit of creditors, or consents to the appointment of a receiver, trustee, or liquidator of all or substantially all of its property; (iv) Contractor transfers or permits a transfer of this Agreement in violation of Section 14; (v) Contractor fails to obtain and/or maintain required licenses and permits under Section 8.D; or (vi) Contractor fails to work cooperatively and in good faith with the Authority, Stadium Manager, any of their respective Affiliates or any of subcontractors of any of the foregoing. Contractor and Stadium Manager acknowledge and agree that termination of this Agreement by Stadium Manager pursuant to this Section shall be for cause. B. Upon the termination or expiration of this Agreement, (1) Contractor shall immediately surrender possession of the Related Facilities, if any (including any and all leasehold and other improvements therein), uniforms, equipment (and related manuals and software) to Stadium Manager, (2) Contractor shall immediately assign to Stadium Manager or its designee(s) all right, title and interest of Contractor in and to all items purchased by Contractor in connection with the Services (including uniforms and equipment), (3) Contractor shall make all payments required to be made by Contractor under this Agreement, (4) to the extent permitted by Applicable Laws, Contractor shall immediately surrender possession of and assign to Stadium Manager all permits and licenses acquired by Contractor in compliance with this Agreement and any Applicable Laws, and (5) all matters, rights and liabilities existing on the date of termination between the parties hereto shall be determined as of such termination date (except as described above), and discharged as promptly as possible thereafter, including any known claims for damages either party may have against the other for breach of the terms and conditions hereof. Any such surrender shall require delivery of possession in good condition, reasonable and ordinary wear and tear excepted and otherwise in compliance with the terms of this Agreement. Notwithstanding any termination or expiration of this Agreement, all liabilities and obligations of the parties will survive until they are fully satisfied.

Contract No: 10166
10 C. If the Stadium is destroyed or otherwise rendered unusable for more than thirty (30) days for any reason (a Casualty Event), Stadium Manager shall give Contractor a notice within ninety (90) days after the Casualty Event stating that whether the Authority intends to rebuild or restore the Stadium. If the notice states that the Authority will not rebuild or restore the Stadium, this Agreement shall be terminated. If the notice states that the Authority intends to rebuild or restore the Stadium, the Parties obligations hereunder shall be abated during that period. If such notice states that the Authority reasonably believes that it will take longer than two (2) years to restore or rebuild the Stadium or, if a shorter amount of time, such amount of time is longer than the remainder of the Term, either party shall have the option of terminating this Agreement by written notice to the other at any time within one hundred and eighty (180) days after Stadium Manager gives such notice, and such termination shall be effective one hundred twenty (120) days after the other partys receipt of such notice. Contractor shall not be entitled to any monetary or other damages or compensation from Stadium Manager in the event of a Casualty Event. D. The Parties acknowledge and agree that in the event that any permit required to be obtained by Stadium Manager for the full performance of the Services is not obtained by within a reasonable amount of time following the Effective Date, Stadium Manager shall have the right in its sole discretion to terminate this Agreement upon written notice to Contractor. Upon such termination, the Parties shall mutually agree upon any remaining payment by or refund to Stadium Manager in good faith. In no event shall Stadium Manager be responsible for any labor or other costs for services not yet performed by Contractor at the time of the notice of termination 14. NO ASSIGNMENT OR SUBCONTRACTING OF AGREEMENT. A. Stadium Manager and Contractor bind themselves and their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred by Contractor without the prior written approval of Stadium Manager. Contractor shall not hire subcontractors without express written permission from Stadium Manager. B. Stadium Manager may sell, assign, pledge and otherwise transfer or encumber (each, a transfer) this Agreement and any or all of its rights and obligations hereunder to any other Person, including any source of or guarantor or insurer of financing or any trustee, collateral agent or other Person appointed in connection with such financing (each, a Manager Assignee), whether by security agreement, collateral assignment, transfer or otherwise; provided, that such transfer shall not relieve Stadium Manager of its obligations under this Agreement unless such Manager Assignee assumes in writing Stadium Managers obligations under this Agreement. Upon reasonable prior notice from Stadium Manager, Contractor shall make any payments due hereunder to such Manager Assignee and shall execute and deliver any documents that Stadium Manager or any Manager Assignee may reasonably request to acknowledge and confirm that upon any such transfer, this Agreement will remain in full force and effect, will continue to be a legal, valid and binding obligation of Contractor enforceable in accordance with its terms (subject to applicable bankruptcy or insolvency laws and general principles of equity), and that (to the extent accurate and correct) neither Contractor, nor to Contractors knowledge, Stadium Manager is in material breach or violation of this Agreement. C. Contractor acknowledges and agrees that, in the event the Stadium Management Agreement is terminated for any reason, the Authority and StadCo shall, in accordance with the Stadium Lease, employ a replacement manager for the Stadium, who shall, following the effective date of such employment, constitute the Stadium Manager for all purposes under this Agreement, provided, however, that for any period of time before a replacement manager is appointed, this Agreement may be assigned to the Authority or StadCo as deemed appropriate in the Stadium Managers sole discretion.

Contract No: 10166
11 15. NO THIRD-PARTY BENEFICIARY. This Agreement shall not be construed to be an agreement for the benefit of any third party or parties, except for the Authority, StadCo, and Team, and no other third party or parties shall have any claim or right of action under this Agreement for any cause whatsoever. 16. INDEPENDENT CONTRACTOR. Contractor and all person(s) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of Stadium Manager, the Authority or StadCo. Contractor has full rights, however, to manage its employees in their performance of Services under this Agreement. All liabilities that may arise as a result of Contractor's status as an employer shall be borne exclusively by Contractor, including liability relating to payments required to be made under, and documents to be filed with respect to, the Federal Insurance Contribution Act and the Federal Unemployment Tax Act or any similar federal, state, city or local legislation or other Applicable Laws. Contractor is not authorized to bind Stadium Manager, the Authority or StadCo to any contracts or other obligations. 17. NO PLEDGING OF STADIUM MANAGERS CREDIT. Under no circumstances shall Contractor have the authority or power to pledge the credit of the Stadium Manager or any other of the Indemnified Parties or incur any obligation in the name of such Persons. Contractor shall save and hold harmless the Authority, StadCo, Stadium Manager, their respective Affiliates, and their respective officers, employees, boards and commissions for expenses arising out of any unauthorized pledges of credit by Contractor under this Agreement. 18. CONFIDENTIALITY OF MATERIAL. All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions, or other information developed or received by or for Contractor and all other written information submitted to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor and shall not, without the prior written consent of Stadium Manager, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Contractor which is otherwise known to Contractor shall be deemed confidential. Notwithstanding the above, the Contractor acknowledges that the Authority is a California public entity that is subject to the California Public Records Act. Information disclosed to Stadium Manager on behalf of the Authority regarding the Contractor's Services in connection with the performance of this Agreement may be subject to public disclosure in accordance with the Public Records Act, including this Agreement and its terms. 19. NO USE OF STADIUM MANAGER NAME OR EMBLEM. Contractor shall have no right to use the trademarks, symbols, trade names or other intellectual property of the Authority, Stadium Manager, Levis Stadium®, the San Francisco 49ers, or their respective Affiliates, or Stadium tenants or their Affiliates or other Event performers directly or indirectly, in connection with any production, promotion, service or publication, without the written approval of Stadium Manager. 20. OWNERSHIP OF MATERIAL. All material, including information developed on computer(s), which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports, and other material developed, collected, prepared, or caused to be prepared under this Agreement shall be the property of Stadium Manager, but Contractor may retain and use copies thereof. Stadium Manager shall not be limited in any way or at any time in its use of said material. However, Contractor shall not be responsible Contract No: 10166
12 for damages resulting from the use of said material for work other than the Services, including, but not limited to, the release of this material to third parties. 21. RIGHT OF STADIUM MANAGER TO INSPECT RECORDS OF CONTRACTOR. Stadium Manager, through its authorized employees, representatives, or agents shall have the right during the term of this Agreement and for three (3) years from the date of final payment for Services, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation under this Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to Stadium Manager. Any expenses not so recorded shall be disallowed by Stadium Manager. Contractor shall submit to Stadium Manager any and all reports concerning its performance under this Agreement that may be requested by Stadium Manager in writing. Contractor agrees to assist Stadium Manager in meeting Stadium Managers reporting requirements with respect to Contractors Services hereunder. 22. FAIR EMPLOYMENT. Contractor shall not discriminate against any employee or applicant for employment because of race, color, creed, national origin, gender, sexual orientation, age, disability, religion, ethnic background, or marital status, in violation of Applicable Law. 23. HOLD HARMLESS/INDEMNIFICATION. A. Contractor shall indemnify, defend and hold harmless the Authority, Stadium Manager and the Additional Indemnitees, and their respective officers, directors, managers, members, partners, owners and employees (collectively, Indemnified Parties) from and against all losses, costs, suits, actions, claims, damages, amounts paid in settlement, liabilities, costs and expenses, including reasonable attorneys fees (collectively, Losses), resulting to, imposed upon, asserted against or incurred by any of them (including in any action between the parties) in connection with or arising out of (i) any breach by Contractor under this Agreement, (ii) any activity, inactivity, work or thing done or permitted by Contractor or its employees, agents or contractors in or upon the Stadium or Related Areas, including the performance of the Services, or (iii) any injury or damage to any Person or to the property of any Person caused by any action or omission of Contractor or its employees, agents or contractors. B. If any claim, demand, action or proceeding is made or commenced by any third party (a Third Party Claims) against any Indemnified Party, the Indemnified Party shall give Contractor prompt notice thereof; the failure to give such notice shall not affect the liability of Contractor under this Agreement except to the extent the failure materially and adversely affects the ability of Contractor to defend the Third Party Claim. Contractor shall have the right to assume the defense and resolution of the Third Party Claim, provided that (i) the Indemnified Party shall have the right to participate in the defense of the Third Party Claim at its own expense through counsel of its choice (control of the defense will remain with Contractor), (ii) Contractor shall not consent to the entry of any judgment or enter into any settlement that would require any act or forbearance on the part of the Indemnified Party or which does not unconditionally release the Indemnified Party from all liability in respect of the Third Party Claim or would otherwise bring dishonor or disrepute upon Authority, Stadium Manager, any of their respective Affiliates, without the prior written consent of the Indemnified Party, and (iii) the Indemnified Party may undertake the defense of the Third Party Claim, at Contractors expense, if Contractor fails to (A) assume the defense within ten (10) business days after notice from the Indemnified Party or (B) diligently prosecute the defense.

Contract No: 10166
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 and General Manager Address: Forty Niners Stadium Management Company LLC 4900 Marie DeBartolo Way Santa Clara, CA 95054 With a copy to: Legal Affairs Forty Niners Stadium Management Company LLC 4949 Marie P. DeBartolo Way Santa Clara, CA 95054 And to Contractor as follows: Attention: West Coast Turf Address: Mel Williams, Vice President Greg Dunn, Sales Manager Northern California PO Box 4563 Palm Desert, CA 92261 If notice is sent via email, a signed, hard copy of the material shall also be mailed. The workday the email was sent shall control the date notice was deemed given if there is a computer-generated confirmation of Contract No: 10166
14 receipt returned to the sender on the date of transmission. An email transmitted after 1:00 p.m. on a Friday shall be deemed to have been transmitted on the following Monday. 30. CAPTIONS. The captions of the various sections, paragraphs, and subparagraphs of this Agreement are for convenience only and shall not be considered or referred to in resolving questions of interpretation. 31. LAW GOVERNING CONTRACT AND VENUE. This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Party shall be vested in the state courts of the County of Santa Clara, or if appropriate, in the United States District Court, Northern District of California, San Jose, California. 32. DISPUTE RESOLUTION. A. Unless otherwise mutually agreed to by the Parties, any controversies between Contractor and Stadium Manager regarding the construction or application of this Agreement, and claims arising out of this Agreement or its breach, shall be submitted to mediation within thirty (30) days of the written request of one Party after the service of that request on the other Party. B. The Parties may agree on one mediator. If they cannot agree on one mediator, the Party demanding mediation shall request the Superior Court of Santa Clara County to appoint a mediator. The mediation meeting shall not exceed one day (eight (8) hours) provided the Parties may mutually agree to extend the time allowed for mediation under this Agreement. C. The costs of mediation shall be borne by the Parties equally. D. For any contract dispute, mediation under this section is a condition precedent to filing an action in any court. In the event of mediation which arises out of any dispute related to this Agreement, the Parties shall each pay their respective attorneys fees, expert witness costs, and cost of suit through mediation only. In the event of litigation, the prevailing Party shall recover its reasonable costs of suit, experts fees, and attorneys fees. If mediation does not resolve the dispute, the Parties agree that the matter shall be litigated in a court of law, and not subject to the arbitration provisions of the Public Contract Code. 33. COMPLIANCE WITH ETHICAL STANDARDS. By executing this Agreement, Contractor promises and agrees that it and all of its members, officers, employees, agents, subcontractors and authorized representatives will comply with the Ethical Standards for Contractors Seeking to Enter into an Agreement with Stadium Manager attached hereto as Exhibit D and incorporated herein by this reference. 34. CONFLICT OF INTERESTS. This Agreement does not prevent either Party from entering into similar agreements with other parties. To prevent a conflict of interest, Contractor certifies that to the best of its knowledge, no Stadium Manager, StadCo, Team, Authority, or City officer, employee, or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code Contract No: 10166
15 Section 87100 and following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise Stadium Manager if a conflict arises. 35. LABOR COMPLIANCE REQUIREMENTS. A. Contractor is aware of the requirements of California Labor Code Section 1720 et seq., and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq., (Prevailing Wage Laws), which require the payment of prevailing wage rates and the performance of other requirements on public works and maintenance projects. Since the Services are being performed as part of an applicable public works or maintenance project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Stadium Manager shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement upon request. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request and shall post copies at Contractors principal place of business and at the project site. Contractor shall defend, indemnify and hold the Indemnified Parties free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. Contractor and any subcontractor shall forfeit a penalty of up to $200 per calendar day or portion thereof for each worker paid less than the prevailing wage rates. B. When Contractor employs workmen in an apprenticeable craft or trade, Contractor shall comply with the provisions of Section 1777.5 of the California Labor Code with respect to the employment of properly registered apprentices upon public works. The primary responsibility for compliance with said Section for all apprenticeable occupations shall be with Contractor. The Contractor or any subcontractor that is determined by the Labor Commissioner to have knowingly violated Section 1777.5 shall forfeit as a civil penalty an amount not exceeding $100 for each full calendar day of noncompliance, or such greater amount as provided by law. C. Contractor is advised that eight (8) hours labor constitutes a legal days work. Pursuant to Section 1813 of the California Labor Code, Contractor shall forfeit a penalty of $25.00 per worker for each day that each worker is permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week, except when payment for 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 Contract No: 10166
16 Commissioner under Labor Code Section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4. E. Pursuant to Labor Code Sections 1725.5 and 1771.1, all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter into a contract to perform public work must be registered with the Department of Industrial Relations. No bid will be accepted, nor any contract entered into without proof of the contractors and subcontractors current registration with the Department of Industrial Relations to perform public work. Contractor is directed to review, fill out and execute the Public Works Contractor Registration Certification attached hereto as Exhibit E and incorporated herein by this reference prior to Agreement execution. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1. F. This Agreement is subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be the Contractors sole responsibility to evaluate and pay the cost of complying with all labor compliance requirements under this Agreement and applicable law. Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractors performance of Services, including any delay, shall be Contractors sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay subject to any applicable liquidated damages and shall not be compensable by the Stadium Manager. Contractor shall defend, indemnify and hold the Indemnified Parties free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor. G. It shall be Contractors sole responsibility to comply with, and maintain adequate records of its adherence to, all applicable state prevailing wage requirement. Contractor is responsible for maintaining and providing the following documentation to Stadium Manager for review and approval within the timeframes specified below. i. Division of Apprenticeship Standards (DAS) 140 Form (applicable if the compensation paid or to be paid to Contractor is $30,000 or more). Contractor, on behalf of itself and its subcontractors, must provide a copy of DAS 140 forms filed with the appropriate apprenticeship committee(s) the earlier of Contractors first application for payment for Services performed under this Agreement or ten (10) days of Agreement execution. ii. DAS 142 Form (applicable if the compensation paid or to be paid to Contractor is $30,000 or more). Contractor, on behalf of itself and its subcontractors, must provide a copy of DAS 142 forms filed with the appropriate apprenticeship committee(s) or evidence of an approved exemption with its first application for payment for Services involving an apprenticeable craft or trade classification additional DAS 142 forms or evidence of approved exemptions must be provided following this initial submission with future applications for payment in the event those applications are for Services involving an apprenticeable craft or trade classification not covered under the first application for payment. iii. California Apprenticeship Council (CAC) Form CAC-2; Training Fee Contributions (applicable if the compensation paid or to be paid to Contractor is $30,000 or more). Contractor, on behalf of itself and its subcontractors, must submit evidence of mandatory training contributions required under Labor Code Section 1777.5, as it may be amended from time to time, via submission of completed Form CAC-2 Contract No: 10166
17 and/or confirmation of payment to a valid union trust fund with each application for payment submitted to Stadium Manager. iv. Certified Payroll Records; Statement of Compliance. Contractor, on behalf of itself and its subcontractors, must submit complete payroll records on forms substantially similar to the Department of Industrial Relations Form A-1-131 with each application for payment submitted to Stadium Manager. Each set of certified payroll records submitted to Stadium Manager with any application for payment must be accompanied by a signed Statement of Compliance certifying the information on the certified payroll records is true and correct. For the period covered by any application for payment in which Contractor and its subcontractors did not perform Services, Contractor must additionally submit a signed Statement of Non-Performance certifying no work was performed. Contractors are advised the submission of electronic certified payroll records to the Department of Industrial Relations via the eCPR system is not an acceptable substitute to maintaining and providing full certified payroll records as required by this provision and applicable law. v. Fringe Benefit Statement. Contractor, on behalf of itself and its subcontractors, must submit complete Fringe Benefit Statement(s) for the crafts and trade classifications utilized to perform the Services covered by any application for payment. All Fringe Benefit Statements must be submitted with the application for payment to which each applies. vi. Demand for Compliance Records. At any time during or subsequent to the full performance of the Services under this Agreement and in addition to the obligations set forth above, Stadium Manager and/or the Authority may require Contractor to produce and or correct and re-submit any prevailing wage compliance records, which must be reviewed and approved by Stadium Manager and/or the Authority, prior to full release of payment. vii. Withholding for Non-Compliance. In the event Contractor or any subcontractor is found not to be in compliance with the foregoing requirements for any application for payment whether for progress payments or final payment, Stadium Manager has the right to withhold up to ten percent (10%) of the amount owed to Contractor under the affected application for payment until full compliance is achieved. Contractor acknowledges and agrees the foregoing amount is a reasonable estimate of the value of the documentation specified above. [Signatures continued on next page] Contract No: 10166
18 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly appointed representatives as of the Effective Date. STADIUM MANAGER: FORTY NINERS STADIUM MANAGEMENT COMPANY LLC By:_________________________________ Name: Peter Wilhelm Title: Chief Financial Officer CONTRACTOR: WEST COAST TURF By:_________________________________ Name: Mel Williams Title: Vice President

Contract No: 10166
19 EXHIBIT A SCOPE OF SERVICES Contractor shall provide the following services at the Stadium during the Term, as directed by Stadium Manager: A. Overview a. Contractor will provide Stadium Manager the supply, delivery, and installation of sod for the playing field at the Stadium, as specified in this Exhibit A (Scope of Services) and at the rates contained in Exhibit B (Compensation and Fees), both of which are attached and incorporated into this Agreement, for Levis Stadium for a multiyear period beginning on April 1, 2023 through March 31, 2026, as requested by Stadium Manager. b. Contractor will perform the Services, including the installation and delivery of sod, at Levis Stadium located at 4900 Marie P. DeBartolo Way in Santa Clara, CA 95054. c. The Parties shall mutually agree upon the time and date for Contractor or a subcontractor of Contractor to perform and complete the Services at the Stadium prior to the expiration of the Term. d. Contractor must adhere to the prevailing wage and reporting requirements referenced in Exhibit F (Prevailing Wage), which is attached and incorporated into this Agreement. e. Any changes to this Agreement, or any attached Exhibit(s), will be made via amendments to this Agreement during the term of this Agreement. f. Pricing will include: sod, trucking, installation, and labor. B. General Information a. Contractor will perform field replacements as requested by Stadium Manager. Typically, there are three (3) field replacements during each calendar year, occurring in the spring, in the late summer, and in December. Field replacements of the grass playing surface shall be up to approximately eighty-two thousand (82,000) square feet. b. Contractor will perform a number of partial field replacements, which may range from twelve-thousand (12,000) square feet to thirty-six thousand (36,000) square feet. Partial field installations for various events, like logo replacements, typically occur during December and early January. c. Contractor acknowledges and agrees that: i. The dates and timing referenced above are only estimates; ii. Stadium Manager shall not have any minimum requirements for annual services or any minimum for a specific project; and, iii. The actual schedule for field replacement is dependent on factors that cannot be predicted in advance, such as: weather, the number of events at the stadium, and wear and tear on the field.

Contract No: 10166
20 d. Contractor will perform the Services as requested by Stadium Manager. Typically, Stadium Manager will schedule the work at least thirty (30) days in advance; however, Contractor acknowledges and agrees that there will be certain instances when Contractors Services are required on forty-eight (48) hours notice. C. Scope of Work for Stadium Field Installation and Sod a. Contractor shall provide Stadium Manager custom grown Hybrid Tifway II Bermuda Grass, grown on plastic, of up to approximately eighty-two thousand (82,000) square feet for each field installation. Contractor will ensure that the sod will be overseeded with ryegrass if installed between November 15 and January 15, or as requested by the Stadium Manager. Depending on field and/or weather conditions at the Stadium at any specific time or other sod advances or improvements, Stadium Manager and Contractor may mutually agree upon revised or adapted sod variants in lieu of Hybrid Tifway II Bermuda Grass, grown on plastic, for any specific field replacement at the Stadium. b. Contractor shall be responsible for delivery and unloading of the sod rolls, transporting them in to the stadium, and completing the installation process in accordance with best practices applicable to professional sports fields. c. Contractor must ensure that sod is delivered weed-, insect- and disease-free. Contractor must transport the sod in a manner to protect the sod rolls. Contractor must ensure that sod rolls are not overly wet or dry upon delivery. d. Contractor will provide all materials and labor necessary for the successful supply, delivery, and installation of the sod. D. Sod Requirements a. Contractor must ensure that the sod is grown in plastic and has been on plastic for a minimum of nine (9) months before Contractor installs the sod. b. Contractor must ensure the sod is topdressed with USGA spec sand during sod production. c. Contractor must ensure the sod is a minimum of one-and-a-half inches (1.5) thick two (2) weeks from harvest. d. Contractor must ensure the sod is a minimum of fifteen (15) pounds per square foot two (2) weeks from harvest. e. Contractor must ensure the sod is harvested forty-two (42) wide. f. Contractor must ensure the sod does not have any weeds, disease, or insect populations. g. Contractor must ensure the sod is delivered with limited signs of moisture stress. h. Contractor must ensure the sod does not have excessive signs of black layer. i. Contractor will provide Stadium Manager soil and tissue tests every month before delivery, and Contractor will ensure that any fertility or soil issues are addressed before installation.

Contract No: 10166
21 j. Contractor must ensure that the sod has a Turf-Tec Shear Vane reading of higher than twenty-five (25) Newton Meters one (1) week out from harvest. k. Stadium Manager will conduct testing of the sod as needed. l. Contractor must be able to install the entire surface in forty-eight hours if single consecutive start to finish completion is required. m. Contractor must cover the sod rolls during transport on delivery trucks to protect the sod rolls from the elements during transit. E. Equipment a. Contractor must provide and use the equipment described in this section as follows: i. A straight-mast forklift with turf tires with a minimum load capacity of four-thousand five hundred pounds (4,500 lbs.) to be used to off-load sod rolls from delivery trucks to the field at Levis stadium; ii. Sod harvester producing forty-two inch (42) wide rolls, approximately forty feet (40) long, used at the farm to create sod rolls for transport; iii. Reel mowers to mow fields at the farm; iv. Fertilizer and pesticide application equipment (e.g., spray rigs, fertilizer spreaders, etc.); v. Verticutter for thatch management of fields at the farm; vi. Topdresser for addition of top-dressing sand to fields at the farm; vii. Turf rake for turf canopy management of fields at the farm; and, a viii. Minimum of two (2) sod install machines used to lay sod rolls out at Levis Stadium field. F. Estimated Quantities a. Typical annual quantity of sod purchased is two-hundred and fifty thousand (250,000) square feet, though quantities will vary based on event schedule, weather, and wear and tear of playing surface. G. Notification a. Stadium Manager will notify Contractor with as much notice as possible for work to be done. Typically work is scheduled at least thirty (30) days out, but it is not unusual to give Contractor twenty-four (24) hours notice for specific partial field removal. Based on past events, Contractor can expect that there will be priority orders and a quick turnaround time required for partial field removals, which will occur each year during the term of this Agreement. H. Pricing a. Contractor will provide the Services at the rates contained in Exhibit B (Compensation and Fees), which is attached and incorporated into this Agreement. b. Exhibit B will govern all of Stadium Managers compensation and fees due to Contractor under this Agreement.

Contract No: 10166
22 EXHIBIT B CONTRACTOR COMPENSATION AND FEES A. The Parties mutually agree that as consideration for the Services contained in this Agreement, Stadium Manager shall compensate Contractor upon the completion (and verification of the completion by Stadium Manager) of the Services contained in Exhibit A (Scope of Work) in accordance with the rates specified in Schedule A. B. The pricing list below set out in Schedule A, which is attached and incorporated into this Agreement, will govern all of Services provided by Contractor to Stadium Manager. Notwithstanding the foregoing, the Parties acknowledge and agree that the pricing listed below may be required to change in accordance with documented changes to applicable law. C. The pricing below includes cost per square foot, which can be applied to both partial and full field replacements. Any quantities regarding field square footage included in this Agreement or any attached Exhibits are estimated quantities; those quantities are not guaranteed, but can be used as a reference. Stadium Manager will not be required to use Contractor to service any minimum amount of field square footage. D. The pricing below includes all costs, taxes, shipping, handling, and prevailing wages being paid for all labor in connection with the Services as required by Applicable Law. E. Any and all additional costs, including taxes, shipping, handling, and any subcontractor costs, shall be at Contractors sole expense and Contractor shall have no right to invoice Stadium Manager or any third-party for any additional costs incurred by Contractor in the performance of the Services under this Agreement. F. Budget Total not to exceed amount for three years: $4,800,000. The breakdown of costs are as follows for the three-year period: Year One 4/1/23 through 3/31/24 - $1,600,000 Year Two 4/1/24 through 3/31/25 - $1,600,000 Year Three 4/1/25 through 3/31/26 - $1,600,000 Contract No: 10166
23 SCHEDULE A Pricing herein is for Custom Grown Tifway II Hybrid Bermuda Grass Grown on plastic (Sod Delivered & Installed between 11/15 - 01/15 to be Overseeded with Perennial Ryegrass). Item Description Unit Price All Installations done Monday-Friday will be billed at: 4/1/23 3/31/24 = $3.70/square foot; 4/1/24 3/31/25 = $3.80/square foot; 4/1/25 3/31/26 = $3.90/square foot. All installations performed on Saturdays, Sundays & Prevailing Wage Designated Holidays will be billed at: 4/1/23 3/31/24 = $3.80/square foot; 4/1/24 3/31/25 = $3.90/square foot; 4/1/25 3/31/26 = $4.00/square foot. For installations of less than 1,000 square feet per day, a minimum charge of $3,750 shall apply. $3,750 minimum charge Payment bond If a payment bond is required that would cost 3% of the contract value. Price Includes: all materials and labor necessary for the supply, delivery and installation of the sod. Total not to exceed amount for three years: $4,800,000. The breakdown of costs are as follows for the three-year period: Year One 4/1/23 through 3/31/24 - $1,600,000 Year Two 4/1/24 through 3/31/25 - $1,600,000 Year Three 4/1/25 through 3/31/26 - $1,600,000 Contract No: 10166
24 EXHIBIT C INSURANCE REQUIREMENTS At all times during the term hereof, Contractor shall keep and maintain in full force and effect the following types of insurance coverage and/or bonds:1. Commercial general liability insurance, including property damage, against liability for personal injury, bodily injury, death and damage to property occurring in or about the property in the amount of Two Million Dollars ($2,000,000) per occurrence and Four Million Dollars ($4,000,000) in the aggregate. 2. Automobile liability in the amount of One Million Dollars ($1,000,000) with respect to owned, hired and non-owned vehicles. 3. Workers compensation insurance, as required by applicable law. Contractor is directed to review and execute the Contractors Certification Regarding Workers Compensation attached hereto as Exhibit F and incorporated herein by this reference prior to Agreement execution. 4. Employers liability in the amount of One Million Dollars ($1,000,000) each accident, One Million Dollars ($1,000,000) each employee, by disease, and One Million Dollars ($1,000,000) policy aggregate by disease. 5. Umbrella or excess liability insurance in the amount of Two Million Dollars ($2,000,000) providing excess coverage over general liability, auto liability, and employers liability specified above. The above stated limits may be achieved by a combination of primary and excess/umbrella coverage. Any deductible or self-insured retention amounts are the sole responsibility of the Contractor. Contractor is responsible for insuring any equipment brought to Stadium. Stadium Manager shall have no liability for such equipment. All insurance policies and bonds required to be maintained by Contractor shall be issued by insurers or sureties (as the case may be) reasonably satisfactory to client, authorized to do business in the state of California and having an AM Best rating and financial size category of A-/VII or better. All policies of the vendor shall be (i) primary and non-contributing with respect to any policies carried by client; (ii) with respect to liability insurance only, a provision including Stadium Manager, Santa Clara Stadium Authority, Forty Niners SC Stadium Company LLC and Forty Niners Football Company LLC as Additional Insured; (iii) a waiver by the insurer of any right to subrogate against Stadium Manager (iv) a severability of interest or endorsement; (v) a provision that the insurer will not cancel or change the coverage provided by such without giving the Stadium Manager thirty (30) days' prior written notice; and (vi) general liability be an "occurrence form" policy. Any policy of insurance required to be carried by Contractor that names Stadium Manager as Additional Insured shall not be subject to a deductible or self-insured retention, it being the intent of the parties that such insurance shall fully and completely insure such additional insured entities for all loss or expense; if any such policy has a deductible or self-insured retention clause applicable to these operations, Contractor shall provide evidence that insurance carrier shall pay without regard to such deductible or self-insured retention.

Contract No: 10166
25 EXHIBIT D ETHICAL STANDARDS FOR CONTRACTORS SEEKING TO ENTER INTO AN AGREEMENT WITH STADIUM MANAGER Termination of Agreement for Certain Acts. A. Stadium Manager may, at its sole discretion, terminate this Agreement in the event any one or more of the following occurs: 1. If a Contractor1 does any of the following: a. Is convicted2 of operating a business in violation of any Applicable Law; b. Is convicted of a crime punishable as a felony involving dishonesty3; c. Is convicted of an offense involving dishonesty or is convicted of fraud or a criminal offense in connection with: (1) obtaining; (2) attempting to obtain; or, (3) performing a public contract or subcontract; d. Is convicted of any offense which indicates a lack of business integrity or business honesty which seriously and directly affects the present responsibility of a Stadium Manager contractor or subcontractor; and/or, e. Made (or makes) any false statement(s) or representation(s) with respect to this Agreement. 2. If fraudulent, criminal or other seriously improper conduct of any officer, director, shareholder, partner, employee or other individual associated with Contractor can be imputed to Contractor when the conduct occurred in connection with the individuals performance of duties for or on behalf of Contractor, with Contractors knowledge, approval or acquiescence, Contractors acceptance of the benefits derived from the conduct shall be evidence of such knowledge, approval or acquiescence. 1 For purposes of this Agreement, the word Consultant (whether a person or a legal entity) also refers to Contractor and means any of the following: an owner or co-owner of a sole proprietorship; a person who controls or who has the power to control a business entity; a general partner of a partnership; a principal in a joint venture; or a primary corporate stockholder [i.e., a person who owns more than ten percent (10%) of the outstanding stock of a corporation] and who is active in the day to day operations of that corporation. 2 For purposes of this Agreement, the words convicted or conviction mean a judgment or conviction of a criminal offense by any court of competent jurisdiction, whether entered upon a verdict or a plea, and includes a conviction entered upon a plea of nolo contendere within the past five (5) years. 3 As used herein, dishonesty includes, but is not limited to, embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, failure to pay tax obligations, receiving stolen property, collusion or conspiracy.

Contract No: 10166
26 B. Stadium Manager may also terminate this Agreement in the event any one or more of the following occurs: 1. Stadium Manager determines that Contractor no longer has the financial capability4 or business experience5 to perform the terms of, or operate under, this Agreement; or 2. If Stadium Manager determines that Contractor fails to submit information, or submits false information, which is required to perform or be awarded a contract with Stadium Manager, including, but not limited to, Contractors failure to maintain a required State-issued license, failure to obtain a Stadium Manager business license (if applicable), or failure to purchase and maintain bonds and/or insurance policies required under this Agreement. C. In the event a prospective Contractor (or bidder) is ruled ineligible (debarred) to participate in a contract award process or a contract is terminated pursuant to these provisions, Contractor may appeal the action to the Authority by filing a written request with the Authority Secretary within ten (10) days of the notice given by Stadium Manager to have the matter heard. The matter will be heard within thirty (30) days of the filing of the appeal request with the Authority Secretary. Contractor will have the burden of proof on the appeal. Contractor shall have the opportunity to present evidence, both oral and documentary, and argument. 4 Contractor becomes insolvent, transfers assets in fraud of creditors, makes an assignment for the benefit of creditors, files a petition under any section or chapter of the federal Bankruptcy Code (11 U.S.C.), as amended, or under any similar law or statute of the United States or any state thereof, is adjudged bankrupt or insolvent in proceedings under such laws, or a receiver or trustee is appointed for all or substantially all of the assets of Contractor. 5 Loss of personnel deemed essential by Stadium Manager for the successful performance of the obligations of Contractor to Stadium Manager.

Contract No: 10166
27 EXHIBIT E PUBLIC WORKS CONTRACTOR REGISTRATION CERTIFICATION Pursuant to Labor Code Sections 1725.5 and 1771.1, all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter into a contract to perform public work must be registered with the Department of Industrial Relations. See http://www.dir.ca.gov/Public-Works/PublicWorks.html for additional information. No bid will be accepted, nor any contract entered into without proof of the contractors and subcontractors current registration with the Department of Industrial Relations to perform public work. Contractor hereby certifies that it is aware of the registration requirements set forth in Labor Code Sections 1725.5 and 1771.1 and is currently registered as a contractor with the Department of Industrial Relations.6Name 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.

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

Amendment No. 1
Contract Number 10166

Page 1 of 4 ends

City Council and Authorities ConcurrentApril 7, 2026

City Council and Authorities Concurrent
April 7, 2026