City Council and Authorities Concurrent
June 9, 2026

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-522 Agenda Date: 6/9/2026

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on Stadium Authority Bills and Claims for the Month of April 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 April 2026. Budget control is set by the Stadium Authority Board through the budget adoption process.

DISCUSSION
At its March 10, 2026 meeting, the Stadium Authority Board adopted the Santa Clara Stadium Authority Fiscal Year 2026-27 Operating, Debt Service, and Capital Budget which runs from April 1, 2026 to March 31, 2027. Significant expenditures (greater than $5,000) paid in April 2026 include:
· Payment totaling $14,750.00 to Bear Electrical Solutions, LLC. for Capital Expense (CapEx) Project: Communication Equipment - Console
· Payments totaling $38,450.00 to Blue’s Roofing Co. for CapEx Project:

Expansion/Waterproofing/Caulk Joint Replacements - Phase 2 · Payments totaling $247,380.50 to the City of Santa Clara for the following:
o $152,867.05 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 $26,752.80 for Senior and Youth Fees collected from National Football League (NFL) Super Bowl LX (SBLX)
o $67,760.65 reimbursement of the Public Safety Costs for the Celebrate Santa Clara Civic Event
· Payment totaling $10,470.54 to Cart Worx for CapEx Project: Medical Equipment - General Allowance
· Payment totaling $7,957.09 to Communication Technology Services LLC for CapEx Project:

Body Worn Camera Storage
· Payments totaling $1,578,228.29 to Forty Niners Stadium Management Company, LLC for April 2026 Stadium Manager Expenses, inclusive of Shared Stadium Expenses · Payment totaling $12,611.25 to Giant Construction, Inc. for CapEx Project: Women's Locker Room
· Payment totaling $5,621.45 for Legal Services (January 2026) City of Santa Clara Page 1 of 2 Printed on 6/5/2026
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26-522 Agenda Date: 6/9/2026
· Payment totaling $35,465.08 to Medline Industries LP for CapEx Project: Medical Equipment - General Allowance
· Payment totaling $6,547.74 to Motorola Solutions, Inc. for CapEx Project: Radio Batteries/Chargers
· Payment totaling $20,520.00 to O.C. McDonald Co., Inc. for CapEx Project: Plumbing-Boilers · Payment totaling $13,025,390.23 to Stadium Funding Trust for Term A Loan Payment - Principal & Interest
· Payment totaling $47,790.18 to Stryker for CapEx Project: Medical Equipment - General Allowance
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 attorneyclient 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 $15,054,544.85.

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 April 2026.

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

ATTACHMENTS

1. April 2026 Stadium Authority Bills and Claims
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Payment Date Vendor Invoice No. Description Fund Amount 04/23/26 Bear Electrical Solutions, LLC 10131 CapEx Project: Communication Equipment - Console CapEx $ 14,750.00 04/03/26 Blue's Roofing Co. 31576 CapEx Project: Expansion/Waterproofing/Caulk Joint Replacements - Phase 2 CapEx $ 38,000.00 04/17/26 Blue's Roofing Co. 31593-1 CapEx Project: Expansion/Waterproofing/Caulk Joint Replacements - Phase 2 CapEx 450.00 38,450.00
04/09/26 City of Santa Clara N/A B2607 SCSA Admin Payroll Costs Operating 72,498.66 04/21/26 City of Santa Clara N/A Senior/Youth Fee: Super Bowl LX Operating 26,752.80 04/24/26 City of Santa Clara N/A B2608 SCSA Admin Payroll Costs Operating 80,368.39 04/24/26 City of Santa Clara N/A Celebrate Santa Clara Public Safety Costs Operating 67,760.65 247,380.50
04/09/26 Canyon Oaks 0001 01/26 Stadium Market Research Operating 975.00 04/09/26 Canyon Oaks 0002 02/26 Stadium Market Research Operating 2,062.50 3,037.50
04/17/26 Cart Worx 3295 CapEx Project: Medical Equipment - General Allowance CapEx 10,470.54 04/23/26 Communication Technology Services LLC 102555 CapEx Project: Body Worn Camera Storage CapEx 7,957.09 04/01/26 Forty Niners Stadium Management Co, LLC S-INV102955 April 2026 Stadium Manager Expenses - Groundskeeping Operating 47,193.19 04/01/26 Forty Niners Stadium Management Co, LLC S-INV102955 April 2026 Stadium Manager Expenses - Engineering Operating 322,027.11 04/01/26 Forty Niners Stadium Management Co, LLC S-INV102955 April 2026 Stadium Manager Expenses - Guest Services Operating 41,682.86 04/01/26 Forty Niners Stadium Management Co, LLC S-INV102955 April 2026 Stadium Manager Expenses - Insurance Operating 76,258.38 04/01/26 Forty Niners Stadium Management Co, LLC S-INV102955 April 2026 Stadium Manager Expenses - Naming Rights Operating 51,149.17 04/01/26 Forty Niners Stadium Management Co, LLC S-INV102955 April 2026 Stadium Manager Expenses - Other General & Administrative Operating 66,801.10 04/01/26 Forty Niners Stadium Management Co, LLC S-INV102955 April 2026 Stadium Manager Expenses - Stadium Builder License Sales & Service Operating 199,437.33 04/01/26 Forty Niners Stadium Management Co, LLC S-INV102955 April 2026 Stadium Manager Expenses - Security Operating 163,507.46 04/01/26 Forty Niners Stadium Management Co, LLC S-INV102955 April 2026 Stadium Manager Expenses - Use of StadCo Tenant Improvements Operating 2,352.51 04/01/26 Forty Niners Stadium Management Co, LLC S-INV102955 April 2026 Stadium Manager Expenses - Stadium Operations Operating 299,478.48 04/01/26 Forty Niners Stadium Management Co, LLC S-INV102955 April 2026 Stadium Manager Expenses - Utilities Operating 308,340.70 1,578,228.29
04/23/26 Giant Construction, Inc. Application 5 CapEx Project: Women's Locker Room CapEx 12,611.25 04/23/26 Hanson Bridgett LLP 1547920 1/26 Legal Services Operating 5,095.35 04/23/26 Hanson Bridgett LLP 1547922 1/26 Legal Services Operating 526.10 5,621.45
04/03/26 Hellmuth, Obata & Kassabaum, Inc. 21.04091.31-6 CapEx Project: Credentialing Equipment CapEx 325.00 04/17/26 Medline Industries LP 2407048287 CapEx Project: Medical Equipment - General Allowance CapEx 35,465.08 04/17/26 Motorola Solutions, Inc. 8282258840 CapEx Project: Radio Batteries/Chargers CapEx 4,060.32 04/17/26 Motorola Solutions, Inc. 8282258872 CapEx Project: Radio Batteries/Chargers CapEx 2,487.42 6,547.74
04/03/26 O.C. McDonald Co., Inc. Application 13 CapEx Project: Plumbing - Boilers CapEx 10,260.00 04/03/26 O.C. McDonald Co., Inc. Application 14 CapEx Project: Plumbing - Boilers CapEx 10,260.00 20,520.00
04/01/26 Stadium Funding Trust N/A Term A Loan - Principal & Interest Debt Service 13,025,390.23 04/03/26 Stryker 9211394090 CapEx Project: Medical Equipment - General Allowance CapEx 47,790.18 April 2026 Total $ 15,054,544.85
Santa Clara Stadium Authority
Bills and Claims
Expenses Paid by Wire or ACH Transfer
For the Month of April 2026

-
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-412 Agenda Date: 6/9/2026

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on a Change Order to the Agreement with Jones Sign Co. Inc. to Include Extended Warranty for the Levi's Naming Rights Signage Refurbishment/Replacement CapEx Project at Levi’s Stadium, Budget Amendment in the Amount of $256,942, and Delegated Authority for Final Extended Warranty Amount

EXECUTIVE SUMMARY
On December 3, 2024, the Stadium Authority Board approved a budget amendment for the Levi's Naming Rights Signage Refurbishment/Replacement line item in the Stadium Authority FY 2024/25 Capital Expense (CapEx) Budget to increase the budget to $3,861,081 and an agreement with Jones Sign Co. Inc. in the amount of $3,978,556 to replace the four (4) Naming Rights signs at Levi’s Stadium, pursuant to the First Amendment to the Naming Rights Agreement with Levi Strauss & Co. and the Levi’s Stadium Naming Rights Extension and Enhanced Signage Project Implementation Agreement (Implementation Agreement) with Forty Niners SC Stadium Company LLC (StadCo); and authorized the Stadium Manager to execute any and all documents associated with, and necessary for the award, completion, and acceptance of the project and change orders for the agreement up to $397,856, for a total not to exceed amount of $4,376,412. On October 21, 2025 the Board approved another budget amendment for this project increasing the budget to $4,658,688 with an offset of $797,607 of reimbursement revenue from StadCo for its share of the costs in accordance with the Implementation Agreement. This amendment was needed because all costs associated with this project would be capitalized on the Stadium Authority’s financial statements.

The Stadium Manager is requesting additional budget amendments and the Stadium Authority’s selection of extended warranty to close out the CapEx project.

BACKGROUND
On May 9, 2013, the Santa Clara Stadium Authority (Stadium Authority) and Levi Strauss & Co. (Levi’s) entered into a Naming Rights Agreement (Attachment 1). Under the agreement, Levi’s provides an annual payment to the Stadium Authority that increases at a rate of 3% per year in exchange for exclusive naming rights and branding at the Stadium. The payments total approximately $154,000,000 over the initial agreement term of 20 years. These payments go into the Stadium Authority’s “operating fund” and are used for the reduction of the Stadium Authority’s debt from the initial stadium construction, and to support stadium operations and maintenance.

The Naming Rights Agreement provides Levi’s naming rights entitlements that include various exclusive privileges such as signage, media, and tickets to stadium events, in addition to naming the Stadium. The signage includes two Exterior Stadium and two Interior Stadium signs (Naming Rights signage). Under the Naming Rights Agreement, the Stadium Authority is responsible, at its sole cost, for cleaning, repairing, and maintaining the Naming Rights signage.

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On January 30, 2024, the City Council/Stadium Authority Board approved a multi-component deal related to the Naming Rights Agreement extension. Through the First Amendment to the Naming Rights Agreement (Attachment 2), the term of the agreement was extended for an additional ten (10) years through February 29, 2044. During the extension period, Levi’s will continue paying the annual fee to the Stadium Authority, increasing at a rate of 3% per year. The total anticipated revenue over the 10-year extension period is approximately $119,000,000, bringing the total anticipated revenue over the Naming Rights Agreement’s thirty-year term to approximately $273,000,000.

As part of the Naming Rights Agreement extension, the Stadium Authority committed to providing a one-time enhancement of the Naming Rights signage (also referenced as the Enhanced Signage Project) that includes the stadium Name Letters on the east and west exteriors of the Stadium and the two signs above the Stadium scoreboards in the interior of the Stadium. Concurrent with the First Amendment to the Naming Rights Agreement, the Stadium Authority and Forty Niners SC Stadium Company LLC (StadCo) entered into a Levi’s Stadium Naming Rights Extension and Enhanced Signage Project Implementation Agreement (Implementation Agreement) (Attachment 3) to coordinate the Enhanced Sign Project and share in the costs for the design, construction, and installation of the signage which needed to be completed by December 31, 2025.

The Implementation Agreement outlined the following cost allocation to share the costs of the Enhanced Signage Project: Stadium Authority will fund the first $2,000,000 of total project costs and any costs over the initial $2,000,000 will be shared by the Stadium Authority (70%) and StadCo (30%).

At the time of the proposal, StadCo provided a preliminary cost estimate of approximately $3,000,000 for the project, including the removal of the existing signs and the design and installation of the Naming Rights Signage.

The Implementation Agreement also required StadCo to solely fund a project to enlarge the stadium video display screens attached to portions of the Enhanced Signage at the north and south ends of the Stadium (StadCo’s Video Display Project) that would happen concurrently with the Enhanced Signage Project. Additional terms for the implementation of the Enhanced Signage Project include (a) project design, procurement, and construction to maximize project value to meet industry standards while minimizing project construction and long-term maintenance costs; (b) project implementation to minimize impacts on NFL and Non-NFL events at the Stadium; (c) accounting that separates StadCo’s Video Display Project costs from Enhanced Signage Project costs; and (d) a three-year warranty (with coverage consistent with industry standards), with the cost of any extended warranty to be borne by the Stadium Authority.

Lastly, the Implementation Agreement included StadCo’s commitment, beginning in 2024, to provide $4,000,000 ($200,000/annually over the next 20 years) for grants to non-profits or community projects serving the Santa Clara community. The City and StadCo subsequently entered into an Initial Grant Funding Agreement approved by the City Council that outlines the funding process for the first three years, which has provided funding for key Santa Clara organizations and the City’s Community Grant Program.

Pursuant to Section 2.9 of the Stadium Management Agreement between the Stadium Authority, 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 City of Santa Clara Page 2 of 9 Printed on 6/5/2026
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26-412 Agenda Date: 6/9/2026
operate it as a high-quality NFL and multi-purpose public sports, public assembly, exhibit and entertainment facility…” The Implementation Agreement also provided that the Stadium Manager is responsible for managing and implementing both the Enhanced Signage Project and StadCo’s Video Display Project.

In 2024, the Stadium Manager completed a competitive solicitation process for Levi's Naming Rights Signage Refurbishment/Replacement CapEx Project. In the months leading up to the procurement, City/Stadium Authority staff met regularly with the Stadium Manager’s Stadium Operations team to ensure the project design, procurement, and permit approvals remained on schedule for project completion.

On December 3, 2024, the Stadium Authority Board approved a budget amendment for the Levi's Naming Rights Signage Refurbishment/Replacement line item in the Stadium Authority FY 2024/25 CapEx Budget to increase the budget to $3,861,082 and an agreement with Jones Sign Co. Inc. (Attachment 4) in the amount of $3,978,556 to replace the four (4) Naming Rights signs at Levi’s Stadium, pursuant to the First Amendment to the Naming Rights Agreement and Implementation Agreement; and authorized the Stadium Manager to execute any and all documents associated with, and necessary for the award, completion, and acceptance of the project and change orders for the agreement up to $397,856, for a total not to exceed amount of $4,376,412. On October 21, 2025 the Board approved another budget amendment for this project increasing the budget to $4,658,688 with an offset of $797,607 of reimbursement revenue from StadCo for its share of the costs in accordance with the Implementation Agreement. This amendment was needed because all costs associated with this project would be capitalized on the Stadium Authority’s financial statements.

As noted in the December 3, 2024 agenda report, the warranty required by the bid and ultimately included in the agreement only partially fulfilled the three-year warranty required under the Implementation Agreement. The agreement included a one-year warranty from the prime contractor covering any defective workmanship or materials furnished on the Enhanced Signage Project. The Stadium Manager worked with Jones Sign to provide additional warranty options which included informal quotes for a full three-year parts and labor warranty and a full ten-year stand-alone parts warranty for signage materials. The Stadium Manager’s recommendation at the time was for the Stadium Authority Board to review and approve the recommended actions first and the Stadium Manager would subsequently submit a recommendation to issue a change order to the contract to include the additional warranties at a later time. Staff agreed with the Stadium Manager’s proposed approach and committed to reviewing the additional warranty with subject matter experts before the subsequent request was presented to the Stadium Authority Board.

Consistent with the Stadium Manager and staff’s prior commitment to present a separate request to fulfill the Implementation Agreement’s three-year warranty requirement and consideration of extended warranty beyond the initial three years to the Stadium Authority Board, the Stadium Manager obtained an updated extended warranty proposal from the contractor and submitted the following request that will close out the Levi’s Naming Rights Signage Refurbishment CapEx Project, including the extended warranty:

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26-412 Agenda Date: 6/9/2026

1. Recommend an augmentation of the Stadium Authority capital expenditure budget of $101,515, to cover the estimated remaining costs of installing the naming rights signs, increasing the total Stadium Authority budget from $3,861,081 to $3,962,597.

2. Recommend that the Stadium Authority select the extended warranty option for the nine-year extension beyond the one-year warranty for a total of ten years, at a cost of $1,178,750 for the new naming rights signs.

3. Recommend approval for a change order to the construction contract with Jones Sign Co., Inc. (Jones Sign) to include the specific extended warranty selected by the Stadium Authority.

4. Authorize further augmentation of the Stadium Authority capital expenditure budget to cover the cost associated with the selected extended warranty.

A Recommendation for Award Memo was submitted by the Stadium Manager, which describes the project and the request and includes an updated extended warranty proposal from Jones Sign (Attachment 5).

DISCUSSION
The Levi’s Naming Rights Signage Refurbishment CapEx Project was initiated in early 2025 and the Stadium Manager and City/Stadium Authority staff worked collaboratively to expedite the project, while coordinating efforts to minimize impacts on NFL and Non-NFL events and ensure that project implementation complies with the sign visibility and functionality requirements outlined in the Naming Rights Agreement. City/Stadium Authority staff also reviewed the project scope to confirm that all aspects belonging to the Levi’s Naming Rights signage were separate from StadCo’s Video Display Project which sit directly below the north and south interior signs. The Stadium Manager confirmed that the project was substantially completed in early January 2026 and they are working on the final project checklist.

As noted above, under the Implementation Agreement, the Stadium Authority is responsible for funding the first $2,000,000 of total project costs and any costs over the initial $2,000,000 will be shared between the Stadium Authority (70%) and StadCo (30%). The Implementation Agreement defines total project costs for the Enhanced Signage Project as demolition and disposal of the existing signage, third-party design and construction of the Enhanced Signage, City permitting fees for the initial installation of the Enhanced Signage, and a minimum three-year warranty for the Enhanced Signage. Additionally, Section 3 under the Implementation Agreement outlines the following requirement, “The sign shall come with a minimum 3-year warranty (with coverage consistent with industry standards), with options presented to extend the warranty up to 10 years, subject to availability. Any costs for a warranty longer than 3 years would be at SCSA’s sole cost and expense.”
Article 50 of the Agreement with Jones Sign outlines warranty and guarantee work requirements.

This includes the contractor repairing or replacing, at the discretion of the Stadium Manager, any or all work that may prove to be defective in its workmanship, materials furnished, methods of installation or fail to conform to the contract requirements together with any other work which may be damaged or displaced by such defect(s) within a period of one year from the date of the Notice of Completion of the project without any expense whatsoever to the Stadium Manager, ordinary wear and tear and unusual abuse and neglect excepted. Contractor is required to promptly repair or replace defective equipment or materials, at contractor’s option. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and City of Santa Clara Page 4 of 9 Printed on 6/5/2026
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26-412 Agenda Date: 6/9/2026
materials necessary to gain access, will be the sole responsibility of the contractor. Additionally, for any work that is corrected, the contractor’s obligation to correct defective Work will be reinstated for an additional one-year period, commencing with the date of acceptance of such corrected work. The reinstatement of the one-year warranty will apply only to that portion of work that was corrected.

In addition to the above warranty, Article 50 also requires the contractor to obtain for Stadium Manager all warranties that would be given in normal commercial practice and assign to Stadium Manager any and all manufacturer’s or installer’s warranties for equipment or materials not manufactured by the contractor and provided as part of the Work, to the extent that such third-party warranties are assignable and extend beyond the warranty period set forth in Article 50. The contractor will provide the Stadium Manager with all warranty and guarantee documents prior to final Acceptance of the Project by the Stadium Manager.

The terms and conditions of the warranty, including the one-year warranty period, are standard for public works projects based on staff’s review. Below is a breakdown of the current project costs, including the warranty described under Article 50 of the Agreement with Jones Sign:

To meet the minimum three-year warranty required by the Implementation Agreement, with options presented to extend the warranty up to 10 years, subject to availability, the Stadium Manager obtained an itemized quote from the Contractor for additional extended warranty. Per Stadium Authority staff’s request for an updated itemized quote after the original expired in early March and clarification on the TBD amount for the sales tax line item, the Stadium Manager obtained an updated quote dated June 1, 2026 (Attachment 6) which outlines the following options:

Extended
Warranty
Options
Total Warranty
Period
Cost Stadium
Authority’s
Cost Allocation
StadCo’s Cost
Allocation
2-year
Comprehensive
Warranty
3 years $108,740 plus
$3,180 in Sales
Tax on Material
$78,343 $33,576
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Es imated Cos
from 12.2.24 Revised Cost Increase
Description Vendors Board Package Estimate 3.25.26 (Decrease) Jones Sign (fabricate & Install) Jones Sign 3,978,555.87 4,108,305.83 129,749.96 Design Services Populous 214,000.00 417,000.00 203,000.00 City of Santa Clara Permits csc 67,059.10 77,186.86 10 127.76 Newspaper Publications 1.216.78 1,216.78
Testing & Inspections Smith-Emery ( ote 1) 200,000.00 200,000.00 Contingency 397 855.59 (397 855.59)
Total 4,658,687.34 4,803,709.47 145,022.13
SCSAShare 3,861,081.14 3,962,596.63 101,515.49
StadCo Share 797,606.20 841,112.84 43 506.64
Total 4,658,687.34 $ 4,803,709.47 $ 145,022.13
ote 1: StadCo has paid Smith-Emery directly for the special inspections 26-412 Agenda Date: 6/9/2026
Extended
Warranty
Options
Total Warranty
Period
Cost Stadium
Authority’s
Cost Allocation
StadCo’s Cost
Allocation
2-year
Comprehensive
Warranty
Covering
Everything,
including face
material for
letters and
batwings
3 years $108,740 plus
$3,180 in Sales
Tax on Material
and Equipment
($111,920 Total)
$78,343 $33,576
9-year
Comprehensive
Warranty
Covering
Everything,
including face
material for
letters and
batwings
10 years $1,178,750 plus
$37,081 in Sales
Tax on Material
and Equipment
($1,215,831
Total)
$1,182,255 $33,576
The Stadium Manager recommended the Stadium Authority’s selection of the additional nine-year warranty beyond the one-year warranty for a total of ten years, citing significant repair costs associated with the original signage. In their recommendation memo, the Stadium Manager referenced that cost of repairs for the original signage between July 2016 through December 2024 totaled approximately $770,297. Staff could only confirm $689,803 of such costs, and through subsequent communication with staff, the Stadium Manager clarified that the historical repair costs should be rounded to approximately $700,000. The Stadium Manager’s recommendation memo also noted that based on the historical maintenance cost adjusted for the increased size of the Naming Rights signage (the total square footage is estimated to have increased by a minimum of 30% relative to the original signage per the Stadium Manager’s conservative estimate), the expected baseline cost is approximately $1,000,000.

Since the warranty only covers defective work and equipment or materials, not normal wear and tear which would fall under the Stadium Authority’s obligation to repair and maintain the Naming Rights signage under the Naming Right Agreement with Levi’s, staff recommends the selection and purchase of the additional two-year warranty option. The proposed two-year extended warranty would extend the Contractor’s warranty obligation under Article 50 of the Agreement to a total of three years. This would all be implemented through a change order to the agreement with Jones Sign.

Please note, the terms and conditions in the June 1, 2026 quote will not form, or be incorporated into the Agreement with Jones Sign or change order.

Under Section 3.6(c) of the Agreement, Jones Sign is required to produce Preventive Maintenance Procedures as part of a Technical Manual that include manufacturer-recommended procedures to be City of Santa Clara Page 6 of 9 Printed on 6/5/2026
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26-412 Agenda Date: 6/9/2026
performed on a periodic basis and recommended frequency of preventative maintenance. The Stadium Manager communicated to staff that they will use industry-standard practices for preventive maintenance on the signs and will consider the practices provided by Jones Sign as part of the Technical Manual; however, since they haven’t had an opportunity to review them yet, they could not confirm that they will apply those procedures. Additionally, the Stadium Manager confirmed that they will start budgeting maintenance costs for the signage in FY 2027/28.

At the time of finalizing the report, staff is researching to confirm whether material and equipment under an optional warranty are taxable in the State of California. However, as the sales tax in question is minimal ($3,180 in total, split 70/30 respectively between the Stadium Authority and StadCo), staff’s recommendation includes a budget amendment for the full amount inclusive of sales tax and additional delegation of authority to the Executive Director to determine and approve the final change order amount.

Based on the documentation and additional clarification provided by the Stadium Manager, and the analysis above, staff recommends Stadium Authority Board approval of a budget amendment of $256,942 for project costs (of which $145,022 will go towards closing out the signage project and $111,920 will purchase the additional two-year warranty) and $77,083 to recognize offsetting revenue from StadCo for its 30% share of the costs (of which $43,507 will go toward closing out the signage project and $33,576 will purchase the additional two-year warranty), delegation of authority to the Executive Director to determine and approve the final amount that can be utilized for the change order to the Agreement with Jones Sign to purchase the additional two-year warranty, pending resolution of the sales tax question, and delegated authority to the Stadium Manager to execute a change order to the Agreement with Jones Sign, in an amount up to $111,920, to include the two-year extended warranty option selected by the Stadium Authority, upon Executive Director approval of the final amount.

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 yearend reconciliation/true-up, which the Stadium Manager agrees to assess and respond to in good faith.

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.

FISCAL IMPACT
The total cost of the Naming Rights Signage CapEx project with the additional two-year warranty is $4,915,628.47, of which the Stadium Authority’s share is $4,040,940.27 based on the cost allocation outlined in the Implementation Agreement for the project.

The FY 2026/27 CapEx Budget contains $350,292 for the remaining costs of the Levi's Naming Rights Signage Refurbishment CapEx Project. Approval of staff’s recommendation will require a City of Santa Clara Page 7 of 9 Printed on 6/5/2026
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26-412 Agenda Date: 6/9/2026
budget amendment to increase the project cost line item by $256,942 to a total budget amount of $607,234 as well as increase offsetting revenue from StadCo by $77,083.

The table below summarizes the budget amendment as discussed above:

CapEx Budget
Description Current Increase/
Decrease
Revised
Other Revenue $110,000 $77,083 $187,083
Levi’s Naming Rights Signage
Refurbishment
$350,292 $256,942 $607,234
Ending Fund Balance - Capital
Expenditure Reserve
$609,221 ($179,859) $429,362
There will be future maintenance costs associated with the Naming Rights signage which the Stadium Manager plans to start budgeting for in FY 2027/28.

COORDINATION
This report has been coordinated with the Stadium Authority Treasurer’s 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].

RECOMMENDATION

1. Approve a budget amendment for the Levi's Naming Rights Signage Refurbishment line item in the Stadium Authority FY 2026/27 CapEx Budget to increase the budget by $256,942, for a total budget amount of $607,234 with an offsetting increase to Other Revenue ($77,083) and a decrease to the Capital Budget Ending Fund Balance ($179,859);

2. Authorize the Executive Director to approve the final change order amount upon determination on the applicable sales tax for the extended warranty; and

3. Authorize the Stadium Manager to execute a change order to the agreement with Jones Sign Co. Inc., in an amount up to $111,920 to extend the currently included one-year warranty by an additional two years for the Naming Rights Signage Refurbishment CapEx Project, for a total not to exceed agreement amount of up to $4,220,226, upon the Executive Director’s determination on the applicable sales tax and approval of the final change order amount.

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

ATTACHMENTS
City of Santa Clara Page 8 of 9 Printed on 6/5/2026
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26-412 Agenda Date: 6/9/2026

1. Naming Rights Agreement with Levi’s

2. First Amendment to the Naming Rights Agreement with Levi’s

3. Levi’s Stadium Naming Rights Extension and Enhanced Signage Project Implementation Agreement with StadCo

4. Agreement with Jones Sign Co. Inc.

5. Stadium Manager’s Recommendation Memo with Extended Warranty Proposal Dated February 1, 2026

6. Updated Extended Warranty Proposal Dated June 1, 2026 City of Santa Clara Page 9 of 9 Printed on 6/5/2026
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NAMING RIGHTS AGREEMENT
between

SANTA CLARA STADIUM AUTHORITY
and
LEVI STRAUSS & CO.

May 9, 2013
2102/45510-001 current/36514839v1
Execution Copy

TABLE OF CONTENTS
Page

1. Definitions ........................................................................................................................... 2

2. Term .................................................................................................................................... 8 (a) Term ........................................................................................................................ 8 (b) Special Termination Right of Naming Rights Sponsor ........................................... 8 (c) Special Termination Right of the SCSA .................................................................. 8 (d) Termination of Sponsorship Agreement .................................................................. 8 (e) No Continued Use of Name Upon Termination ...................................................... 8 (f) Extension Right ....................................................................................................... 9 (g) Right of First Negotiation ........................................................................................ 9

3. Grant of Naming Rights .................................................................................................... 10 (a) Naming Rights Entitlements .................................................................................. 10 (b) Official Designation and Right to Use Image of Stadium ..................................... 10 ( c) Pass Through of Rights ......................................................................................... 11 (d) Stadium Logo; Signage, Displays and other Collateral.. ....................................... 11 (e) Stadium Name References ..................................................................................... 11 (f) Name Changes ......................................................... , ............................................. 12 (g) Signage Activation ................................................................................................ 14 (h) Implementation of Major Signage ......................................................................... 14

4. Exclusivity and Certain Other Rights ................................................................................ 15 (a) Category Exclusivity ............................................................................................. 15 (b) Prominence ............................................................................................................ 16 ( c) Exceptions to Exclusivity and Prominence ........................................................... 16 ( d) Additional Teams .................................................................................................. 18 (e) Naming Rights Sponsor's Right to Block its Signage and Benefits ..................... 18 (f) Ambush Marketing ................................................................................................ 19 (g) Stadium Events ...................................................................................................... 19

5. Rights Fees . ....................................................................................................................... 19 (a) Fees ........................................................................................................................ 19 (b) Rights Fees Adjustment ......................................................................................... 20 (c) Payment Schedule ................................................................................................. 20 2102/45510-001 current/36514839v1
(d) Termination Prior to NFL Opening Date .............................................................. 20 (e) Taxes ...................................................................................................................... 21 (f) Cost of Materials; Cleaning, Repairing and Maintenance ..................................... 21 (g) Costs and Expenses ............................................................................................... 21 (h) Interest on Late Payments ..................................................................................... 21

6. Default and Remedies ........................................................................................................ 22 (a) Default by Naming Rights Sponsor. ...................................................................... 22 (b) Rights and Remedies of the SCSA ........................................................................ 22 (c) Default by the SCSA ............................................................................................. 23 (d) Rights and Remedies of Naming Rights Sponsor ................................................. 24

7. Opening of Stadium ........................................................................................................... 24 (a) Scheduled Opening Date ....................................................................................... 24 (b) Opening Date Not Prior to October 1, 2014 .......................................................... 24 ( c) If Stadium Opens After 2014 ................................................................................ 25 (d) If Stadium Does Not Open Within One Year ......................................................... 25 (e) No Impairment or Modification ............................................................................ 25

8. Force Majeure; Eminent Domain ...................................................................................... 25 (a) Effect of Force Majeure ......................................................................................... 25 (b) Total Condemnation of Stadium ........................................................................... 26 ( c) Partial Condemnation of Stadium .......................................................................... 26 (d) Casualty Event ....................................................................................................... 27

9. Lost Year; Major Events .................................................................................................... 28 (a) Lost Year ............................................................................................................... 28 (b) Required Major Events .......................................................................................... 28 ( c) Credit Process ........................................................................................................ 28 ( d) Major Events Definition ........................................................................................ 28 ( e) Annual Proportionate Increase .............................................................................. 29

10. Intellectual Property .......................................................................................................... 29 (a) Ownership of Marks .............................................................................................. 29 (b) Registration and Protection of Stadium Marks ...................................................... 29 ( c) Licenses to the SCSA ............................................................................................ 30 (d) Limitations on Licenses to the SCSA; Quality Control ........................................ 30 ( e) Use of Stadium Image or Likeness ........................................................................ 31 ii
2102/45510-001 current/36514839v1
(f) Stadium Website .................................................................................................... 31 (g) Conformance with Law and NFL Rules ................................................................ 32 (h) Inventory Run-Out ................................................................................................. 32 (i) Notification ofinfringement.. ................................................................................ 33

11. Representations and Warranties; Covenants ..................................................................... 33 (a) Representations and Warranties by the SCSA ...................................................... 33 (b) Representations and Warranties by Naming Rights Sponsor ................................ 34 (c) Covenants of the SCSA ......................................................................................... 35

12. Indemnification and Insurance .......................................................................................... 36 (a) Indemnification by Naming Rights Sponsor ......................................................... 36 (b) Indemnification by the SCSA ................................................................................ 37 (c) Notice and Defense ....... , ......................................................................................... 37 ( d) Settlement or Compromise .................................................................................... 3 8 (e) Naming Rights Sponsor Insurance ........................................................................ 38 (f) SCSA Insurance ..................................................................................................... 39 (g) Limitation of Damages .......................................................................................... 39

13. Approval Process for Use of Marks .................................................................................. 39 (a) Style Guide ............................................................................................................ 39 (b) Approval by Naming Rights Sponsor .................................................................... 39

14. Arbitration ......................................................................................................................... 40 (a) Disputes Subject to Arbitration ............................................................................ .40 (b) Arbitrator ............................................................................................................... 40 (c) The Arbitration ...................................................................................................... 40 ( d) Arbitration A ward ................................................................................................. 40 (e) Expenses; Attorneys' Fees and Costs ................................................................... .40 (f) Pre-Arbitration Dispute Resolution ....................................................................... 40

15. Miscellaneous Provisions .................................................................................................. 40 (a) Relationship of Parties ........................................................................................... 40 (b) Third Party Beneficiaries ....................................................................................... 41 (c) Compliance ............................................................................................................ 41 (d) Waiver ................................................................................................................... 41 (e) Notices ................................................................................................................... 41 (f) Severability ............................................................................................................ 42 Ill
2102/45510-001 current/36514839v1
(g) Assignment by the SCSA ..................................................................................... .42 (h) Assignments by Naming Rights Sponsor ............................................................. .43 (i) Substitute Entitlements .......................................................................................... 44 G) Media Releases ...................................................................................................... 45 (k) Headings ................................................................................................................ 45 (1) Survival .................................................................................................................. 45 (m) Entire Agreement and Effect ................................................................................. 45 (n) Governing Law ·······························································.····································· ( o) Amendments/Modification .................................................................................... 46 (p) Execution In Counterpart ....................................................................................... 46 ( q) Exculpation ............................................................................................................ 46 (r) No Inferences Against Author ............................................................................... 46 ( s) Prevailing Party Fees ............................................................................................. 4 7 (t) WAIVER OF JURY TRIAL ................................................................................. 47 (u) Stadium Authority Approval ................................................................................. 47 (v) Equitable Relief ..................................................................................................... 47 (w) Waiver of Immunity .............................................................................................. 48 (x) Further Assurances ................................................................................................ 48 (y) Time Isof the Essence ........................................................................................... 48 iv
21 02/45510-001 current/36514839v1

NAMING RIGHTS AGREEMENT
This NAMING RIGHTS AGREEMENT (this "Agreement") is made and entered into as of May 9, 2013 (the "Effective Date"), by and between the Santa Clara Stadium Authority, a California joint powers authority (the "SCSA"), and Levi Strauss & Co., a Delaware corporation ("Naming Rights Sponsor"). For purposes of this Agreement, the SCSA and Naming Rights Sponsor may each be referred to individually as a "Party" and may be collectively referred to as the "Parties."
Recitals
WHEREAS, the SCSA is building a new multi-purpose sports and entertainment stadium on the Premises (as defined in the Stadium Lease) in Santa Clara, California (the "Stadium"), which the SCSA will own and operate;
WHEREAS, the SCSA has entered into a Lease Agreement dated March 28, 2012 (as amended from time to time, the "Ground Lease") with the City of Santa Clara, California, a California municipal corporation (the "City"), pursuant to which the SCSA has the right to possess and use the Premises;
WHEREAS, the SCSA has entered into (i) a Stadium Lease Agreement dated as of March 28, 2012 (as amended from time to time, the "Stadium Lease") with Forty Niners SC Stadium Company LLC, a Delaware limited liability company ("Forty Niners SC"), pursuant to which Forty Niners SC has the right to sell certain sponsorship rights at the Stadium and (ii) an Intangible Property License Agreement with Forty Niners SC pursuant to which Forty Niners SC has the right to use the Stadium Name and Stadium Logo in connection with the sale of merchandise;
WHEREAS, Forty Niners SC is an affiliate of Forty Niners Football Company LLC (together with any successor owner of the Team, "Team Co"), a Delaware limited liability company that owns the National Football League ("NFL") franchise for the professional football team known as the San Francisco 49ers (the "Team");
WHEREAS, TeamCo has entered into a Sublease Agreement with Forty Niners SC and, commencing on the opening date of the Stadium, the Team will play substantially all of its home NFL Team Games at the Stadium;
WHEREAS, Naming Rights Sponsor and Forty Niners SC have entered in a letter of intent dated March 7, 2013 (the "LOI") which contemplated that (i) Naming Rights Sponsor would enter into an agreement with the SCSA to become the naming rights partner of the Stadium and receive the rights and entitlements set forth on Schedule 1 (collectively, the "Naming Rights Entitlements"), and (ii) Naming Rights Sponsor would enter into an agreement with Forty Niners SC to receive certain other sponsorship rights and entitlements relating to the Team and the Stadium (the "Forty Niners SC Entitlements"); and WHEREAS, this Agreement sets forth all of the understandings and agreements between the SCSA and the Naming Rights Sponsor with respect to the Naming Rights Entitlements, and Naming Rights Sponsor has separately entered into a Sponsorship Agreement dated as of 2102/45510-001 current/36514839v1
May 7, 2013 with Forty Niners SC (as amended or otherwise modified from time to time, the "Sponsorship Agreement") with respect to the Forty Niners SC Entitlements.

NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants, promises and obligations set forth herein, the sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

Agreement

1. Definitions.
"Additional Teams" means any professional, collegiate or amateur sports team ( other than the Team) that plays all or a substantial portion of its "home" games at the Stadium in any year or season.
"Affiliate" means a person or entity that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, a Person. As used in this definition, the term "controls" or "controlled by" means the possession of the power to direct the management and policies of the person or entity, whether through ownership of voting securities, by contract or otherwise. Notwithstanding the foregoing, TeamCo shall in all events be deemed to be an "Affiliate" of Forty Niners SC, and vice versa, regardless of the ownership or control of either Person.
"Agreement" has the meaning set forth in the initial paragraph. "Appraiser" has the meaning set forth in Section 15(i)(ii). "Annual Proportionate Increase" has the meaning set forth in Section 9(e). "Assign" has the meaning set forth in Section 15(g)(i). "Assignment" has the meaning set forth in Section 15(g)(i). "Casualty Event" has the meaning set forth in Section 8(d). "Casualty Period" has the meaning set forth in Section 8( d). "Casualty Year" has the meaning set forth in Section 8( d). "Category Competitor" means any Person (other than the Naming Rights Sponsor) (i) that, by itself or in combination with any of its subsidiaries or affiliates, is known primarily or exclusively as a manufacturer, distributer or provider of products or services in the Exclusive Category, or (ii) that operates under a brand name (including trademarks, trade names, and service marks that are generally recognized as identifying the brand, or any material portion of the foregoing) that is used by any Person described in the foregoing clause (i). "City" has the meaning set forth in the Recitals.
2 2102/45510-001 current/36514839v1
"Contract Year" means the Initial Contract Year and each subsequent twelve (12) month period beginning on March 1st and ending on the immediately following February 28th (or 29th, if applicable) during the Term.
"Domain Names" has the meaning set forth in Section IO(f). "Effective Date" has the meaning set forth in the initial paragraph. "Exclusive Category" means all non-athletic apparel (including outerwear), footwear and accessories. For the avoidance of doubt, the Exclusive Category shall (i) specifically exclude, without limitation, (x) football jerseys and other sports teamjerseys, and (y) apparel (including outerwear), footwear or accessories commonly referred to as "athletic apparel," "athletic footwear," "athletic accessories," or "performance apparel," "performance footwear," or "performance accessories" and (ii) specifically include, without limitation, jeans, khakis, other denim products, and all other fashion apparel (including fashion outerwear), fashion footwear (but specifically excluding sneakers) and fashion accessories. "Expiration Date" has the meaning set forth in Section 2(a). "Extension Period" has the meaning set forth in Section 8(d). "Final Contract Year" means the final Contract Year under this Agreement, which is currently scheduled to end on the Expiration Date, but as it may be extended pursuant to Section 2(f), 8( d) or 9(b ).
"Finance Counterparty" has the meaning set forth in Section 15(g)(ii). "Financing" has the meaning set forth in Section l S(g)(ii). "First Post-Casualty Year" has the meaning set forth in Section 8( d). "Force Majeure" means, with respect to any Party, an event or condition that is caused by facts or circumstances that are beyond the reasonable control of such Party and that prohibits, prevents or materially impedes such Party from performing its obligations ( other than payment obligations) under this Agreement, including, without limitation, the enactment, imposition or modification of any Law after the Effective Date that prohibits or materially impedes the performance of the obligations (other than payment obligations) of the Parties hereunder, confiscation or seizure by any governmental authority, condemnations by any governmental authority, wars or war-like action (whether actual and pending or expected, and whether de jure or de facto), arrests or other restraints of government ( civil or military), blockades, insurrections, civil disturbances, epidemics, landslides, lightning, earthquakes, hurricanes, storms, wash-outs, explosions, nuclear reaction or radiation, radioactive contamination, acts of God, fire, explosion, national emergency, flood, drought, war, acts of terrorism, riot, sabotage, embargo, strikes or other labor trouble (but excluding all Work Stoppages and other events described in clause (y) below), failure of utility providers, interruption of or delay in transportation and national health emergencies. Notwithstanding the foregoing, (x) in no event shall economic conditions, economic hardship or the inability to pay debts or other obligations in a timely manner constitute a "Force Majeure," (y) in no event shall any strike, labor unrest, labor dispute, lock-out or other 3 2102/45510-001 currenV36514839v1
unavailability of labor involving the employees of Forty Niners SC, TeamCo or any of their respective affiliates (including any Work Stoppage) or any event or condition arising therefrom constitute a "Force Majeure" and (z) in no event shall any act or omission by the SCSA, the City or any branch, agency, instrumentality or Affiliate of the City constitute a "Force Majeure," unless such act by the City (or any branch, agency, instrumentality or Affiliate of the City, other than the SCSA) is generally applicable to the population at large. "Forty Niners SC" has the meaning set forth in the Recitals. "Forty Niners SC Entitlements" has the meaning set forth in the Recitals. "Forty Niners SC Extension Notice" has the meaning set forth in Section 2(g). "Ground Lease" has the meaning set forth in the Recitals. "Indemnified Person" has the meaning set forth in Section 12( c ). "Indemnifying Party" has the meaning set forth in Section 12(c). "Initial Contract Year" means the period beginning on March 1st of the calendar year in which the NFL Opening Date occurs, and ending on February 28th ( or 29th, if applicable) of the following calendar year.
"JAMS" has the meaning set forth in Section 14(a).
"Landlord Affiliate" has the meaning set forth in the Stadium Lease. "Law" means any federal, state, local or foreign constitution, treaty, law, statute, ordinance, rule, code, regulation, order, writ, decree, injunction, judgment, stay or restraining order, provisions and conditions of permits, licenses, registrations and other operating authorizations, and any judgment, opinion or ruling of, any governmental authority, in each case, whether currently in effect or which may hereinafter be enacted as existing or amended.

Notwithstanding the foregoing, no resolution, order, rule, regulation, decision or other act or omission of the SCSA shall be deemed to be a "Law" for purposes of this Agreement. "LOI" has the meaning set forth in the Recitals.
"Losses" has the meaning set forth in Section 12(a).
"Lost Year" has the meaning set forth in Section 9(a)
"Major Events" has the meaning set forth in Section 9(d). "Major Signage" means those Naming Rights Entitlements that are identified with an asterisk(*) on Schedule 1 hereto.
"Marks" means, collectively, the Stadium Marks and the Naming Rights Sponsor Marks. "Name Change Notice" has the meaning set forth in Section 3(f)(ii). 4 2102/45510-001 currenU36514839v1
"Naming Rights Entitlements" has the meaning set forth in the Recitals and are more particularly set forth on Schedule 1.
"Naming Rights Sponsor" has the meaning set forth in the initial paragraph. "Naming Rights Sponsor Default" has the meaning set forth in Section 6(a). "Naming Rights Sponsor Indemnified Parties" has the meaning set forth in Section 12(b). "Naming Rights Sponsor Marks" means those trademarks and service marks set forth in Schedule 2 (as it may be updated from time to time).
"Negotiating Period" has the meaning set forth in Section 2(g). "New Opening Date" has the meaning set forth in Section 7(d). "NFL" has the meaning set forth in the Recitals.
"NFL Entities" means the NFL, NFL Enterprises LLC, NFL Properties LLC, NFL Ventures, Inc., NFL Ventures, L.P., NFL Productions LLC, NFL International LLC, any successor or future entity that is, directly or indirectly, jointly owned and/or controlled by all or substantially all of the NFL member clubs under the NFL Constitution and each and all of their respective affiliates, subsidiaries, successors and assigns. "NFL Opening Date" means the date on which the first NFL Team Game is held at the Stadium.
"NFL Rules" means the Constitution and Bylaws of the NFL and the Articles of Association and Bylaws of the NFL Management Council, including any amendments to either such document and any interpretations of either such document issued from time to time by the Commissioner which are in the Commissioner's jurisdiction; all operative NFL or NFL Management Council resolutions that are within the NFL's or the NFL Management Council's respective jurisdictions; any existing or future agreements entered into by the NFL or the NFL Management Council, including, without limitation, any television agreements or any collective bargaining or other labor agreements (including, without limitation, any NFL player salary guarantees and pension fund agreements), and any agreements made in settlement of any litigation against the NFL, the NFL Management Council, or the NFL member clubs (including litigation against such clubs, or agreements made by such clubs, jointly or collectively); and such other rules or policies as the NFL, the NFL Management Council, or the Commissioner may issue from time to time that are within the issuing party's jurisdiction. "NFL Team Games" means all pre-season, regular season and post-season football games played by the Team that are scheduled by the NFL.
"Non-NFL Events" means all events in the Stadium, such as concerts, conferences and sporting events, but excluding all NFL Team Games; provided, that for the avoidance of doubt, the term "Non-NFL Events" shall include any NFL game played at the Stadium which is not a home NFL Team Game.
5 2102/45510-001 current/36514839v1
"Non-Relocation Agreement" means that Non-Relocation Agreement by and between the SCSA and TeamCo dated as of March 28, 2012.
"Objection Notice" has the meaning set forth in Section 3(f)(ii). "Obscure" means to remove, obscure, mask, cover, obstruct or otherwise block from view.
"Off Premises Parking Areas" has the meaning set forth in Schedule 1. "Opening Date" means the date on which the first NFL Team Game or Non-NFL Event is held at the Stadium.
"Other Event Materials" has the meaning set forth in Section 4( c )(i). "Parties" and/or "Party" has the meaning set forth in the initial paragraph. "Pass Through Partners" has the meaning set forth in Section 3(c). "Person" means any natural person, corporation, partnership, limited partnership, limited liability company, estate, trust,joint venture, association, government (and any branch, agency or instrumentality thereof), governmental entity or other form of entity or business organization. "Premises" has the meaning set forth in the Stadium Lease. "Rights Fees" has the meaning set forth in Section 5(a). "Rights Fee Credit" has the meaning set forth in Section 9( c). "Scheduled Opening Date" has the meaning set forth in Section 7(a). "SCSA" has the meaning set forth in the initial paragraph. "SCSA Default" has the meaning set forth in Section 6( c ). "SCSA Extension Notice" has the meaning set forth in Section 2(g). "SCSA Indemnified Parties" has the meaning set forth in Section 12(a). "Significant Events" means any of the following events: (i) the Super Bowl, (ii) the Olympic Games, (iii) the Olympic Trials, (iv) FIFA sanctioned international soccer matches (including World Cup Soccer), and (v) any other event of significant national or international importance the promoter, organizer or operator of which restricts or requires the restriction of advertising, sponsorship or marketing activities at the locations at which such event is played or held; provided that in no event shall any NFL Team Game or any other NFL game be deemed to be a "Significant Event."
"Specified Signage" means, collectively, (i) the "Suite Tower~ Marquee Sign" described in paragraph 1 (b )(i) of Schedule 1, (ii) the "East Fa9ade Marquee Sign" described in 6 2102/45510-001 current/36514839v1
paragraph 1 (b )(iii) of Schedule 1, and (iii) the channel cut or panel signs above the Stadium scoreboards described in paragraph 1 ( c )(i) of Schedule 1. "Sponsorship Agreement" has the meaning set forth in the Recitals. "Stadium" has the meaning set forth in the Recitals.
"Stadium Lease" has the meaning set forth in the Recitals. "Stadium Logo" has the meaning set forth in Section 3(d). "Stadium Marks" means, collectively, the Stadium Name, the Stadium Logo, and such other indicia that incorporate the Naming Rights Sponsor Marks as the Parties may mutually agree upon in writing to identify the Stadium; provided, however, that no trademark or service mark that includes all or any portion of any Team Mark shall be considered a Stadium Mark for purposes of this Agreement.
"Stadium Name" means the name of the Stadium, which shall initially be "Levi's Stadium" but may be changed from time to time by the Naming Rights Sponsor only in accordance with Section 3(f).
"Stadium Naming Rights" has the meaning set forth in the Stadium Lease. "Stadium Website" has the meaning set forth in Section l0(f). "Style Guide" has the meaning set forth in Section 13(a). "Substitute Entitlements" has the meaning set forth in Section 1 S(i). "Team" has the meaning set forth in the Recitals.
"TeamCo" has the meaning set forth in the Recitals.
"Team Mark" has the meaning set forth in the Sponsorship Agreement. "Temporary Signage" has the meaning set forth in Section 3(h). "Term" has the meaning set forth in Section 2(a).
"Third Party Claim" has the meaning set forth in Section 12(c). "Three-Year Period" has the meaning set forth in Section 9(b ). "Transportation Signage" has the meaning set forth in the Sponsorship Agreement. "USPTO" means the United States Patent and Trademark Office. 7 2102/45510-001 current/36514839v1
"Work Stoppage" means any strike, slow-down, lock-out, walk-out, work stoppage or other labor dispute involving NFL players or NFL referees that result in the cancellation of one or more regular season or post-season NFL Team Games.
(a) Term. The term of this Agreement shall commence on the Effective Date and shall expire (i) on the last day of the twentieth (20th) Contract Year or (ii) if Naming Rights Sponsor provides the SCSA with the Extension Notice described in Section 2(f), upon completion of the twenty-fifth (25th) Contract Year (such last day, as applicable, the "Expiration Date"), unless earlier terminated or extended in accordance with the terms of this Agreement (the "Term").
(b) Special Termination Right of Naming Rights Sponsor. In addition to and without limiting any other provision of this Agreement that provides for the termination of this Agreement, the Naming Rights Sponsor shall have the right to terminate this Agreement by giving written notice to the SCSA upon (i) the Team permanently relocating the playing site of all its home NFL Team Games to a facility other than the Stadium; (ii) the termination or revocation of the Team's membership in the NFL; or (iii) if, at any time after the Opening Date, zero (0) home NFL Team Games are played at the Stadium for a period of two (2) consecutive NFL seasons for any reason. Upon any such termination, neither Party shall have any further obligation to the other or rights hereunder, other than those that expressly survive termination hereunder.
( c) Special Termination Right ofthe SCSA. In addition to and without limiting any other provision of this Agreement that provides for the termination of this Agreement, the SCSA shall have the right to terminate this Agreement by giving written notice to Naming Rights Sponsor if Naming Rights Sponsor becomes involved in any business or industry, or undertakes any activities, such that the NFL determines that NFL Rules prohibit the Team from playing its home NFL Team Games at the Stadium as a result thereof. Upon any such termination, neither Party shall have any further obligation to the other or rights hereunder, other than those that expressly survive termination hereunder.
( d) Termination of Sponsorship Agreement. Notwithstanding anything to the contrary in this Agreement, this Agreement shall automatically and immediately terminate, without any further action by or notice to any Party, upon any termination of the Sponsorship Agreement in accordance with its terms. In such event, the termination of this Agreement shall become effective at the same time that the termination of the Sponsorship Agreement becomes effective. (e) No Continued Use o{Name Upon Termination. Immediately following the Expiration Date or earlier termination of this Agreement in accordance with the terms of this Agreement, the SCSA shall be free to rename the Stadium, which renaming will not be effective until such expiration or termination of this Agreement, provided that the agreement relating to such renaming may, subject to Section 2(g), be entered into prior to the Expiration Date. Subject to any permitted historical and inventory run-out uses pursuant to Section 10, the SCSA and all Landlord Affiliates shall cease all use of the Marks promptly upon the Expiration Date or such earlier termination and thereafter shall no longer refer to the Stadium by the Stadium Name in 8 2102/45510-001 current/36514839v1
any of its advertising or promotional materials or any other communications, and shall use commercially reasonable efforts to notify all parties contracting with the SCSA not to use the Stadium Name after the Expiration Date or the earlier termination of this Agreement, provided, however, that the SCSA shall have a period of ninety (90) days after the termination of this Agreement to remove any references to, or displays of, the Marks on the signs or advertisements on and in the Stadium provided for hereunder. Upon termination of this Agreement, subject to any permitted historical uses and inventory run-off uses pursuant to Section 10, Naming Rights Sponsor and its Affiliates shall cease all use of the Stadium Marks (including through its in-market retail network and other point of sale locations) and shall no longer refer to the Stadium by the Stadium Name or use the Stadium Logo in its or their advertising or promotional materials or other communications by or on behalf of Naming Rights Sponsor or its Affiliates.

Notwithstanding anything to the contrary, the terms of this Section 2(e) are not intended to, and shall not, limit the licenses for historical purposes as set forth in Section l0(c)(iv). (f) Extension Right. Provided that no Naming Rights Sponsor Default exists at the time the Extension Notice is delivered, Naming Rights Sponsor shall have the right to continue the initial Term for an additional five ( 5) year period and extend the Expiration Date to reflect such additional five (5) year period by delivery of written notice to the SCSA (an "Extension Notice") not later than the last day of the fifth (5th) Contract Year. If Naming Rights Sponsor delivers an Extension Notice by such date, this Agreement shall continue during such additional five (5) year period on the same terms and conditions as those contained herein, including those set forth in Section 5(b). Notwithstanding the foregoing, Naming Rights Sponsor shall nothave the right to extend this Agreement in accordance with the terms of this Section 2(±) unless it has contemporaneously exercised its right to extend the Sponsorship Agreement pursuant to Section 2(±) of the Sponsorship Agreement.
(g) Right o(First Negotiation. Not later than the last day of the seventeenth (17th) Contract Year ( or, if the Term is extended in accordance with Section 2(±) above, the last day of the twenty-second (22nd) Contract Year), the Naming Rights Sponsor may, in its sole discretion, provide the SCSA with written notice (the "SCSA Extension Notice") of its intention to negotiate with the SCSA for a new naming rights agreement or an extension of this Agreement, in either case, to commence on the day immediately following the end of the Final Contract Year. Provided that Sponsor has provided a similar written notice to Forty Niners SC ("Forty Niners SC Extension Notice") pursuant to Section 2(g) of the Sponsorship Agreement, the SCSA and the Naming Rights Sponsor shall negotiate in good faith for a period of sixty (60) days from the date on which the Naming Rights Sponsor delivers such written notice (the "Negotiating Period") with respect to such new naming rights agreement or extension. If either the SCSA Extension Notice or the Forty Niners SC Extension Notice has not been timely delivered, then SCSA shall have no obligations under this Section 2(g). During and prior to the Negotiating Period, the SCSA may not, directly or indirectly (including through Forty Niners SC, TeamCo or any of their Affiliates), negotiate with, or solicit or respond to proposals from, any Person (other than.the Naming Rights Sponsor) with respect to any agreement or arrangement that would prevent the SCSA from granting Naming Rights Sponsor the Naming Rights Entitlements.

Notwithstanding anything to the contrary in this Section 2(g) or any other provision of this Agreement, if the SCSA and the Naming Rights Sponsor do not enter into a binding agreement with respect to such new naming rights agreement or extension by the end of the Negotiating Period, the SCSA shall be free to negotiate and enter into any agreement with any third party 9 2102/45510-001 currenU36514839v1
without future notice or obligation to the Naming Rights Sponsor. Notwithstanding the foregoing, Naming Rights Sponsor shall have no right under this Section 2(g) to enter into an extension of this Agreement unless it is entering into a contemporaneous extension of the Sponsorship Agreement.

3. Grant of Naming Rights.
(a) Naming Rights Entitlements. Commencing on the Effective Date and continuing throughout the Term, the name of the Stadium shall be "Levi's Stadium," subject to change only in accordance with Section 3(f) below. In addition, the SCSA will provide the Naming Rights Sponsor with the Naming Rights Entitlements as soon as reasonably practicable after the Effective Date but no later than the Opening Date. The Naming Rights Sponsor acknowledges and agrees that the signage and other similar physical Naming Rights Entitlements, if any, that are intended to be displayed outside the Stadium and its surrounding plazas, parking lots, landscaped areas and approaching roadways may be subject to any required approvals of any governmental or regulatory authorities and any limitations imposed by such authorities, provided that no such acknowledgement is made and no such restriction exists with respect to any signage or other Naming Rights Entitlements that are intended to be displayed inside or anywhere on the interior of the Stadium, on the exterior walls of the Stadium itself or anywhere else on the Premises, except that the overall signage plan for the Stadium (the "Signage Plan") must be approved by the planning director of the City. If the Signage Plan is not approved by the planning director of the City or the Signage Plan prevents Naming Rights Sponsor from receiving any of the Naming Rights Entitlements hereunder, then the SCSA shall ensure that the Signage Plan is adopted or modified, as applicable, such that it is reasonably satisfactory to the Naming Rights Sponsor and the SCSA. Notwithstanding anything to the contrary in this Agreement, in the event that the SCSA does not provide the Naming Rights Sponsor with any of the Naming Rights Entitlements on account of any failure to obtain any required approvals of any governmental or regulatory authorities, any limitations imposed by such authorities or any failure by any such authorities or agencies to identify the Stadium by the Stadium Name (regardless of whether or not the SCSA has used its commercially reasonable efforts), then the SCSA shall provide the Naming Rights Sponsor with Substitute Entitlements pursuant to Section 15(i) in lieu of the Naming Rights Entitlements that the SCSA did not provide. The Naming Rights Sponsor shall not be entitled to use any Naming Rights Entitlements to promote or advertise any particular products or services that are not within the Exclusive Category; provided that the foregoing sentence shall not prohibit the Naming Rights Sponsor from advertising or promoting itself or its brand generally. (b) Official Designation and Right to Use Image of Stadium. Subject to the terms and conditions set forth in this Agreement, Naming Rights Sponsor shall have the right, during the Term, to use the designation "Official Apparel Company of Levi's Stadium" (or the successor name of the Stadium as determined under Section 3(f)) solely in connection with the advertisement, promotion, provision and sale of Naming Rights Sponsor's products and services within the Exclusive Category. In addition, Naming Rights Sponsor shall have the right, subject to Forty Niners SC's prior written approval (not to be unreasonably withheld, conditioned or delayed) to use such other designations relating to the Exclusive Category as are reasonably requested by Naming Rights Sponsor, including, the "Official Jeans of Levi's Stadium" and the "Official Khakis of Levi's Stadium." The SCSA grants to Naming Rights Sponsor for the 2102/45510-001 current/36514839v1
duration of the Term a royalty-free, world-wide, non-exclusive, irrevocable license to use and exploit any image, likeness, drawing, replica, model, rendering, photograph or other visual or symbolic representative reproduction of the Stadium that accurately reflects the Stadium's image or likeness or any substantial portion thereof (in any medium, whether now existing or hereafter created) for the purpose of advertising and promoting Naming Rights Sponsor's products and services in the Exclusive Category. Naming Rights Sponsor shall not use any image or likeness of the Stadium or any portion thereof for any other purpose other than to advertise and promote its products and services within the Exclusive Category. (c) Pass Through o(Rights. The Naming Rights Sponsor may authorize or grant the right to one or more Affiliates of Naming Rights Sponsor and/or one or more of Naming Rights Sponsor's (and its Affiliates') retail partners, licensees, franchisees and other Persons with whom the Naming Rights Sponsor has entered into an alliance, joint venture or other similar arrangement to jointly market, produce or distribute products within the Exclusive Category (collectively, including the Affiliates of Naming Rights Sponsor, "Pass Through Partners") to utilize any of the rights, benefits or privileges provided to the Naming Rights Sponsor hereunder (including, without limitation, the Naming Rights Entitlements) throughout Naming Rights Sponsor's (and its Affiliates') in-market retail network and other point of sale locations in connection with the sale of Naming Rights Sponsor's products and services in the Exclusive Category; provided, however, that (i) such utilization shall be in accordance with the terms of this Agreement and subject to the reasonable approval of the SCSA, (ii) such utilization shall not relieve Naming Rights Sponsor of any of its obligations hereunder (including its payment obligations hereunder), (iii) Naming Rights Sponsor shall be solely responsible for any acts (or omissions) of any Pass Through Partner to the extent such acts ( or omissions) would, if taken ( or omitted to be taken) by the Naming Rights Sponsor, constitute a violation of the Naming Rights Sponsor's obligations hereunder, and (iv) such utilization must comply with all of the terms and provisions of this Agreement applicable to its uses of the Naming Rights Entitlements, including any consent or approval requirements set forth herein.
(d) Stadium Logo; Signage, Displays and other Collateral. The Parties shall work together and cooperate in good faith to create and develop a mutually acceptable logo for the Stadium (the "Stadium Logo"), which will incorporate the Stadium Name and certain Naming Rights Sponsor Marks. Any signage and displays in the Stadium that incorporate the Stadium Logo shall be subject to the SCSA's prior written approval (not to be unreasonably withheld, conditioned or delayed). For avoidance of doubt, the Parties acknowledge that all signage, displays and other associated collateral bearing any Team Marks shall be subject to the terms of Section 1 O(i) of the Sponsorship Agreement (including the approval process provided for therein).
(e) Stadium Name References. At all times from and after the Effective Date, the SCSA shall, and shall take all steps that may be necessary to ensure that each of the Landlord Affiliates will, (i) refer to the Stadium only by the Stadium Name (and not by any other name) in all public references to the Stadium, (ii) use commercially reasonable efforts to promptly change all public references to the Stadium that are within the control of the SCSA or any Landlord Affiliate from "Santa Clara Stadium" or any other name to the Stadium Name, (iii) use commercially reasonable efforts to require all third parties with whom the SCSA or any Landlord Affiliate does business to refer to the Stadium only by the Stadium Name and not by any other 11 2102/45510-001 current/36514839v1
name and use commercially reasonable efforts to enforce such requirement, (iv) require any Person who rents, leases, licenses or otherwise uses the Stadium or any material portion of the Stadium ( excluding suites or individual seats) to refer to the Stadium only by the Stadium Name and not by any other name and use good faith efforts to enforce such provision, and (v) not airbrush, delete, or otherwise intentionally remove or obscure the Stadium Name, Stadium Logo or any signage or advertising in the Stadium or elsewhere on the Premises that includes any of the Marks from any photographs, videos or any other images of the Stadium without the Naming Rights Sponsor's prior written approval. Notwithstanding anything to the contrary in this Agreement, in no event shall the SCSA grant any other Person the right to use or otherwise exploit any of the Stadium Naming Rights (as such term is defined in the Stadium Lease) at any time during the Term; provided that the foregoing shall not prohibit the SCSA from granting any such rights effective after the end of the Term, subject to the terms of Section 2(f) above. For the avoidance of doubt, employees and officers of the SCSA and the Landlord Affiliates may refer to the location of the Stadium as being in Santa Clara, California in oral or spoken statements or in other materials in which the reference to such location is sufficiently far removed from the Stadium Name and Stadium Logo so as to avoid any confusion that such location is part of such name or logo, provided that the foregoing shall not limit the Naming Rights Sponsor's rights under Sections 10( d) and 13 with respect to any such materials that are intended for public distribution or public display. Furthermore, nothing in this Agreement shall prohibit the SCSA or any Landlord Affiliate from including the Stadium's mailing address in any written materials in which such address would customarily be included.
(f) Name Changes.
(i) Naming Rights Sponsor shall be entitled to change the name of the Stadium at any time before the date that is twenty four (24) months prior to the Expiration Date (A) following a merger, corporate restructuring, reorganization or consolidation or other change of control of Naming Rights Sponsor or any of its material businesses or assets, which either results in the successor of Naming Rights Sponsor or its such business or assets having or using a different name or brand name or results in a change in the name or brand name under which Naming Rights Sponsor does business in the United States or (B) for a reasonable business purpose in connection with a strategic marketing objective (including a decision to promote a specific brand, e.g., Dockers) in Naming Rights Sponsor's sole discretion: provided, however, that if the proposed name (1) would violate the category exclusivity granted to any third party pursuant to a sponsorship or similar marketing agreement then existing between Forty Niners SC and such third party, (2) would violate any Law or NFL Rules, (3) is offensive, discriminatory against a protected class or offensive to the sensibilities of the community at large, (4) would reasonably cause embarrassment to the SCSA or Forty Niners SC (such as names containing slang, barbarisms or profanity), (5) is related to any business or enterprise that could reasonably be deemed to be immoral, (6) contains any overt or publicly offensive political reference, (7) relates or refers to any sexually oriented subject matter, business or enterprise or (8) is unduly long, large or awkward, in each case in clauses (4)-(8) as reasonably determined by the SCSA in its reasonable discretion, then Naming Rights Sponsor shall not have the right to change the name of the Stadium without the prior written consent of the SCSA and Forty Niners SC. (ii) If the Naming Rights Sponsor desires to change the name of the Stadium in accordance with the terms and conditions of Section 3(f)(i), then the Naming Rights Sponsor 12 2102/45510-001 current/36514839v1
shall provide at least one hundred eighty (180) days' prior written notice to the SCSA and Forty Niners SC (which notice shall be delivered to Forty Niners SC at the notice address listed in the Sponsorship Agreement and to the SCSA at the notice address listed in Section 15(e)) of the desired name change (the "Name Change Notice"), and the SCSA shall have thirty (30) days from the receipt of the Name Change Notice to object by delivering to Naming Rights Sponsor a written objection (the "Objection Notice") to any proposed name, provided that the SCSA shall have no right to object other than on the basis of any of the categories described in Section 3(f)(i)(l)-(8)). In the event the SCSA delivers an Objection Notice to Naming Rights Sponsor within such thirty (30) day period, Naming Rights Sponsor shall not be permitted to change the name of the Stadium to the name identified in the Name Change Notice unless otherwise determined pursuant to Section 14 or otherwise approved by the SCSA.

Notwithstanding anything to the contrary in this Agreement, if (A) the SCSA delivers an Objection Notice, (B) the Naming Rights Sponsor's proposed name change is either the corporate or primary trade name of the Naming Rights Sponsor or its successor (accompanied by an appropriate descriptor such as "Stadium" or "Field," etc.) and (C) the SCSA's objection (as expressly stated in the Objection Notice) is based on clause (4), (5) or (8) of Section 3(f)(i), then the Naming Rights Sponsor may terminate this Agreement effective upon written notice to the SCSA.
(iii) Notwithstanding Section 3(f)(i) above, on and after the date which is twenty four (24) months prior to the Expiration Date, Naming Rights Sponsor may not change the name of the Stadium for any reason without the prior written consent of each of the SCSA and Forty Niners SC, which consents may be withheld in the SCSA's or Forty Niners SC's sole discretion.
(iv) In the event of any name change of the Stadium under this Section 3(f), Naming Rights Sponsor shall bear all out of pocket costs and expenses incurred by the SCSA, Forty Niners SC or any of their Affiliates in connection with such change, including without limitation, attorneys' fees, other professionals' fees and all other out of pocket costs and expenses relating to signage, promotions, branding, advertising and marketing (and everywhere else the Stadium Name or Stadium Logo appears) and obtaining any required consents and approvals associated with such change, including without limitation, to replace, modify, reprogram, reproduce or otherwise change signs and signage, banners, building elements, wall and floor coverings, printed, electronic and video materials, publications, video graphics and materials, staff uniforms and concessionaire uniforms and supplies and all other materials regardless of format that need to be changed to effect the renaming and rebranding of the Stadium with the new name. Specifically, but without limitation, in the event of any name change of the Stadium under this Section 3(f), Naming Rights Sponsor shall bear all out of pocket costs and expenses associated with (a) creating and developing the new Stadium Name, Stadium Logo and Stadium Marks, (b) producing and installing the new Stadium Name, Stadium Logo and Stadium Marks on all elements of the Stadium that bear the Stadium Name, Stadium Logo and/or the Stadium Marks, (c) reprinting current publications and other written materials bearing the Stadium Name, Stadium Logo and/or the Stadium Marks to include the new Stadium Name, Stadium Logo and/or the Stadium Marks and (d) creating and producing signage, print and other advertising copy to replace the former Stadium Name, Stadium Logo and/or the Stadium Marks. The Parties shall work together and cooperate in good faith with respect to the transition from the existing Stadium Name, Stadium Logo and/or the Stadium Marks to the new 13 2102/45510-001 current/36514839v1
Stadium Name, Stadium Logo and/or the Stadium Marks, including without limitation, notifying the SCSA's and Forty Niner SC's advertisers, sponsors and media partners of the change and minimizing the disruption to the operation of the Stadium during Stadium events. For avoidance of doubt, the Parties acknowledge and agree that the SCSA and Forty Niners SC, as applicable, shall have no liability in connection with any name change of the Stadium under this Section 3(f) for any inability to have applicable local, state, regional or federal transportation authorities or agencies install and erect the Transportation Signage or any other signs that refer to the new Stadium Name on any highway or roadway in the vicinity of the Stadium; provided, that the SCSA shall use good faith efforts to effectuate all of the foregoing. (g) Signage Activation. Except for changes requested by Naming Rights Sponsor after the Effective Date pursuant to Section 5(f), all of the signage and other advertising opportunities granted to the Naming Rights Sponsor hereunder shall be designed, produced, installed, illuminated ( only with respect to the Specified Signage described in clauses (i) and (ii) of the definition of such term) and maintained by the SCSA at the SCSA' s expense ( except that Naming Rights Sponsor shall provide any required artwork and design, including any revisions, at Naming Rights Sponsor's cost and expense). Except for the signage on the exterior walls of the Stadium (which shall be activated each day, 365 days per year, between sundown and midnight ( or, if later, the conclusion of any NFL Team Game or Non-NFL Event held on such day)), all other electronic or illuminated signage bearing the Stadium Name, the Stadium Logo, or any other Stadium Marks or Naming Rights Sponsor Marks (i) shall be activated during all home NFL Team Games and Non-NFL Events (excluding any period during any such event when electronic or illuminated signage is not activated as part of the performance of such event (for example, during a musical performance)) and (ii) shall be activated when the comparable signage (if any) of any other Stadium sponsor or advertiser is illuminated. (h) Implementation o{Ma;or Signage. The Parties shall work together and cooperate in good faith in connection with the design, approval, construction and build-out of the Naming Rights Entitlements. The SCSA shall use commercially reasonable efforts to have all of the Major Signage constructed, installed and fully operational by August 31, 2014. If the Major Signage is not constructed, installed and fully operational by August 31, 2014, the SCSA shall, during all home NFL Team Games and Non-NFL Events held at the Stadium, provide the Naming Rights Sponsor with temporary signage that is a reasonable temporary substitute for any uninstalled or non-operational portion of the Major Signage, which shall be subject to approval by Naming Rights Sponsor ("Temporary Signage"). If the SCSA fails to provide Naming Rights Sponsor with Temporary Signage in lieu thereof, then, as Naming Rights Sponsor's sole remedy therefor, each home NFL Team Game held at the Stadium that takes place after August 31, 2014 and before the earlier of (x) the date on which the Major Signage is constructed, installed and fully operational and (y) the date on which the Temporary Signage is displayed, shall be treated as if such home NFL Team Game was not played at the Stadium for purposes of Section 9 of the Sponsorship Agreement. In the event that the SCSA fails to construct, install and make fully operational the Major Signage by August 31, 2014, then, in addition to the remedies expressly set forth above in this Section 3(h), as Naming Rights Sponsor's sole remedy for the SCSA's failure to construct and install such Major Signage (but without limiting any other provision of this Agreement), the Naming Rights Sponsor shall be entitled to a One Hundred Thousand Dollar ($100,000.00) Rights Fee Credit for each home NFL Team Game held at the Stadium after August 31, 2014 for which the Major Signage is not yet constructed, installed and fully 14 2102/45510-001 current/36514839v1
operational; provided, however, that if the Stadium Name Lettering (as defined on Schedule 1) is not yet constructed, installed and fully operational, then the amount of such Rights Fee Credit shall be Two Hundred Fifty Thousand Dollars ($250,000.00). Notwithstanding anything to the contrary in this Section 3(h), the SCSA shall not be responsible for missing a deadline under this Section 3(h) to the extent that such failure (i) was the fault of, or caused by any delay or other act or omission by Naming Rights Sponsor (including any failure by Naming Rights Sponsor to approve any plans, drawings or other matter within the time period(s) specified in this Agreement), or (ii) was the result of a Force Majeure event that affects the delivery of any specific item of Major Signage or Temporary Signage (e.g., lightning destroys a specific item of Major Signage ).

4. Exclusivity and Certain Other Rights.
(a) Category Exclusivity. During the Term, subject only to Section 4( c) below, the SCSA hereby grants to the Naming Rights Sponsor, and during the Term the Naming Rights Sponsor shall enjoy, exclusive branding and promotion rights in respect of the Exclusive Category. In furtherance thereof, (i) the SCSA shall not, and shall cause the Landlord Affiliates not to, display ( or cause, authorize or permit the display of) any signage or other advertisement or promotion in the Stadium or anywhere else on the Premises that promotes, identifies or refers to any products or services in the Exclusive Category ( other than products or services in the Exclusive Category of or concerning Naming Rights Sponsor), (ii) the SCSA shall not display ( or cause, authorize or permit the display of) any signage or other advertisement or promotion in the Exclusive Category on any real estate or improvement that is within a one (1) mile radius of the Stadium for which the SCSA has the ability to control advertising rights or exclusivity without incurring any expense, except to the extent such expense is paid or reimbursed by the Naming Rights Sponsor, (iii) the SCSA shall not grant any Category Competitor the right to name any portion of the Stadium or the Premises or display any signage, advertising or promotion in the Stadium, anywhere on the Premises or on any real estate or improvement that is within a one (1) mile radius of the Stadium and which the SCSA has the ability to control advertising or exclusivity without incurring any expense, except to the extent such expense is paid or reimbursed by Naming Rights Sponsor, (iv) the SCSA shall not, and shall cause the Landlord Affiliates not to, grant any Person (other than the Naming Rights Sponsor) any right or license to use the Stadium Name, Stadium Logo or any of the Stadium Marks in connection with any products or services in the Exclusive Category, (v) the SCSA shall not, and shall cause the Landlord Affiliates not to, grant any Category Competitor any right or license to use the Stadium Name, Stadium Logo or any of the Stadium Marks for any reason, (vi) the SCSA shall not grant any Person the right to advertise, promote, sell or provide any products or services in the Exclusive Category on the Stadium Website, the City's website, the SCSA' s website or any other Internet site, web page, social media or other media that is controlled by the SCSA, (vii) the SCSA shall not, and shall cause the Landlord Affiliates not to, grant any Category Competitor the right to advertise or promote any of such Category Competitor's products or services or conduct such Category Competitor's general corporate advertising on the Stadium Website, the City's website, the SCSA's website or any other Internet site, web page, social media or other media that is controlled by the SCSA, (viii) the SCSA shall not engage in or authorize any Person to conduct any activation or promotional activity with respect to products or services in the Exclusive Category, and (ix) the SCSA shall not sell, provide, commit to sell, give away or otherwise distribute any products or services in the Exclusive Category in the Stadium or 15 2102/45510-001 current/36514839v1
anywhere else on the Premises, except that with respect to this clause (ix), (A) the SCSA or Forty Niners SC may sell products in the Exclusive Category (other than jeans, other denim products and khakis) that are licensed by the NFL and branded with marks of NFL clubs or the NFL, and (B) the SCSA may sell or distribute (or allow the sale or distribution of) products in the Exclusive Category on behalf of or by the title sponsor, promoter, organizer or performer of any Non-NFL Event immediately prior to, during and immediately following such Non-NFL Event solely to the extent such products relate directly to such Non-NFL Event (i.e., concert T-shirts and similar items). Unless it obtains the prior written consent of the SCSA (which may be withheld in the SCSA's sole discretion), Naming Rights Sponsor may not use any of the Stadium Marks in connection with the advertisement or promotion of any products or services that are not within the Exclusive Category ( other than advertisements and promotions that advertise or promote Naming Rights Sponsor or its brand generally). (b) Prominence. During the Term, the SCSA shall ensure that the Naming Rights Entitlements provided to Naming Rights Sponsor under this Agreement will result in Naming Rights Sponsor having the most prominent ( with such prominence being viewed in the aggregate, including any entitlements received pursuant to the Sponsorship Agreement, as opposed to on an entitlement by entitlement basis) promotions and advertising in the Stadium during all Stadium events (subject to Section 4(c) only with respect to Significant Events), as compared with any other sponsor or advertiser. Naming Rights Sponsor shall be the prime and most prominent sponsor in the Stadium and SCSA shall not activate any other sponsor at a similar level in or on the Premises. The SCSA shall cooperate with Naming Rights Sponsor in good faith to implement reasonable suggestions regarding changes (at Naming Rights Sponsor's sole cost and expense) to the designs, sizes and placement of signage and the utilization of other Naming Rights Entitlements (including, without limitation, by relocating the Naming Rights Sponsor's signage and other advertisements ( at Naming Rights Sponsor's sole cost and expense) to other available locations within the Stadium) in order to maximize the camera-visibility of the Naming Rights Entitlements. Except for signage that identifies or brands specific locations at the Stadium ( e.g., entrances, box office, etc.) that is (A) substantially smaller than the Specified Signage identified in clauses (i) and (ii) of the definition of such term and (B) (with the exception of branded solar panels on the roof) significantly lower in height than such Specified Signage, SCSA shall not grant any Person ( other than Naming Rights Sponsor) the right to display any signage, advertising or promotional materials on the exterior fa<;ade of the Stadium. (c) Exceptions to Exclusivity and Prominence. Naming Rights Sponsor agrees that the exclusivity described in Section 4(a) (and, solely with respect to Significant Events, Naming Rights Sponsor's rights under the first sentence of Section 4(b)) are limited as follows:
(i) Sponsor acknowledges that in connection with any Significant Event or other Non-NFL Event (other than any games played by any Additional Team) that has one or more third party sponsors, the SCSA and such third parties may conduct promotional activities, activate electronic signage (including electronic signage that projects an image), display temporary banners, signs and similar event-specific banners, signs and other materials and/or advertising on admissions tickets, and/or on the stadium information systems, the exterior message boards and elsewhere in the Stadium and on the Premises (whether affixed to the structure of the Stadium or otherwise), announcing, promoting, advertising or acknowledging such sponsors or such Significant Event or Non-NFL Event (which may include the name of the 16 2102/45510-001 current/36514839v1
advertiser or sponsor thereof) ("Other Event Materials"), provided that: (A) Other Event Materials that contain a reference to a Category Competitor or any products in the Exclusive Category cannot be displayed on the exterior fac;ade of the Stadium or in the inner bowl of the Stadium during home NFL Team Games, or any games played by any Additional Team, (B) Other Event Materials that are not on LED displays cannot be displayed in the inner bowl of the Stadium during home NFL Team Games, or any games played by any Additional Team, and (C) any Other Event Materials located on the exterior facade of the Stadium (or, to the extent the Other Event Materials contain any reference to a Category Competitor or reference or promote any products in the Exclusive Category, located elsewhere in the Stadium) may only be displayed at such location for a reasonable period of time, such period of time not to exceed ninety (90) days (in the case of any Other Event Materials located on LED displays or other electronic signage) and thirty (30) days (in the case of any Other Event Materials). Sponsor acknowledges that, subject to clauses (A) and (C) of the proviso in this Section 4(c)(i), any Other Event Materials may include advertising, signs and other materials that advertise or promote products or services within the Exclusive Category.
(ii) The Parties agree that, except for the benefits expressly granted to Naming Rights Sponsor under this Agreement and the restrictions expressly imposed on the SCSA under this Agreement and as set forth in the Sponsorship Agreement, all other rights, benefits and privileges of the SCSA are expressly reserved by the SCSA and any benefits not explicitly granted exclusively to Naming Rights Sponsor pursuant to this Agreement may be sold or licensed by the SCSA to other Persons, provided that the sale or license of such benefits does not conflict with Naming Rights Sponsor's rights under this Agreement or violate any of the SCSA's obligations under this Agreement. The Parties acknowledge that while the sole name of the Stadium is the Stadium Name, certain areas within the Stadium will be referred to or associated with other names, in each case, subject to Sections 4(a) and 4(b) above, and the SCSA, itself or through rights granted to Forty Niners SC, may permit additional Persons to sponsor and/or name one or more localized areas within the Stadium, in each case, subject to Sections 4(a) and 4(b) above; provided, however that in no event shall the SCSA, Forty Niners SC or any other Person grant any Person the right or otherwise authorize or permit any Person to name (i) the playing field of the Stadium, (ii) the seating bowl of the Stadium, (iii) the exterior walls of the Stadium or (iv) any area of the Stadium that is named for or otherwise entitled to the Naming Rights Sponsor under this Agreement or the Sponsorship Agreement. (iii) Except as expressly provided in the Sponsorship Agreement, Naming Right Sponsor's exclusivity pursuant to Section 4(a) and prominence pursuant to Section 4(b) do not extend to telecasts and broadcasts (whether by radio, television, Internet or any other audio-visual medium, live or recorded, whether now existing or hereafter developed) of NFL Team Games (other than (x) with respect to radio broadcasts of NFL Team Games, as set forth in the Sponsorship Agreement and (y) with respect to telecasts and radio broadcasts of pre-season NFL Team Games, as set forth in the Sponsorship Agreement) and Non-NFL Events, and, as a result, such telecasts and broadcasts may include advertising or promotion of the products or services of third parties within the Exclusive Category. (iv) The Parties anticipate that, in addition to NFL Team Games, the Stadium will host a variety of Significant Events and other Non-NFL Events, including Significant Events and other Non-NFL Events that are promoted or operated by third parties. Naming Rights 17 2102/45510-001 current/36514839v1
Sponsor acknowledges that during certain Significant Events and other Non-NFL Events, and for reasonable periods before and after such events for setup and breakdown, the SCSA may be required to, and shall have the right to Obscure all or any portion of Naming Right Sponsor's signage, recognition and other advertising in the Stadium or on the Premises, in each case if and only to the extent (A) reasonably necessary for the conduct or performance of such Non-NFL Event (for example, because of the configuration of the stage for a particular concert or other Non-NFL Event), (B) required by Law during such Non-NFL Event, or (C) required by any Person (other than the SCSA, Forty Niners SC, TeamCo or any Affiliate of Forty Niners SC or ofTeamCo) that is organizing, conducting or promoting such Non-NFL Event provided, however, that in the case of clause (C), if any third party that is organizing, conducting or promoting any Non-NFL Event (but not any Significant Event) requests that the SCSA Obscure all or any portion of the Naming Rights Sponsor's signage, recognition or other advertising, the SCSA shall not Obscure such signage, recognition or other advertising without first obtaining the prior written consent of Naming Rights Sponsor (which consent may be withheld, conditioned or delayed in its sole discretion). Other than as specified with respect to clause (C) above, the Parties agree that such advertising may be Obscured during Significant Events without Naming Rights Sponsor's prior written consent.
(d) Additional Teams. The SCSA acknowledges and agrees that the Naming Rights Entitlements granted hereunder will apply, and will be provided by the SCSA to the Naming Rights Sponsor, with respect to any Additional Teams that may, from time to time, play its home games in the Stadium. In connection therewith, Naming Rights Sponsor shall not be required to pay any additional Rights Fees in connection with any Additional Team. Except as expressly provided in Section 4( c ), the SCSA shall ensure that all games and other events involving any Additional Team will be subject to the exclusive rights of Naming Rights Sponsor set forth in Section 4(a), except that the exclusivity set forth in Section 4(a) shall not apply (i) to any programs, magazines, yearbooks or other printed materials sold by such Additional Team at its games or events and (ii) to such Additional Team's performance of, and SCSA's compliance with, any agreement of such Additional Team that was in effect prior to the effectiveness of such Additional Team's agreement to play its home games at the Stadium, for the lesser of (x) the remainder of the term of any such agreement (including any extension thereto pursuant to a contractual right exercised by the counterparty to such agreement (but not any right exercised by such Additional Team)) and (y) two years from the date of the first home game played by such Additional Team at the Stadium; provided that in no event shall this Section 4(d) permit any advertising on any fixed signage at the Stadium that promotes or references any Category Competitor or any products or services in the Exclusive Category. (e) Naming Rights Sponsor's Right to Block its Signage and Benefits. If, in Naming Rights Sponsor's sole discretion, Naming Rights Sponsor does not wish to be associated with any particular Non-NFL Event, Naming Rights Sponsor shall have the right, upon written notice to the SCSA at least thirty (30) days prior to such event ( or ten (10) days after the Naming Rights Sponsor receives notice of the event by the SCSA pursuant to Section 4(g), whichever is later), (i) to Obscure (as and to the extent determined by Naming Rights Sponsor), to the extent reasonably practicable, any portion of the Naming Rights Sponsor's advertising recognition or signage for the duration of the Non-NFL Event and/or (ii) to require the SCSA to include an appropriate disclaimer provided by Naming Rights Sponsor in a manner reasonably requested by Naming Rights Sponsor to the effect that the views expressed in such Non-NFL Event do not 18 2102/45510-001 current/36514839v1
necessarily reflect the Naming Rights Sponsor's views. If Naming Rights Sponsor exercises its right under this Section 4( e ), the SCSA shall, to the extent reasonably practicable, cover such Naming Rights Sponsor signage using customary techniques and Naming Rights Sponsor shall reimburse the SCSA for all out-of-pocket costs or expenses incurred by the SCSA in connection therewith.
(f) Ambush Marketing. The SCSA shall, to the extent within its reasonable control, use good faith efforts and take appropriate measures (but in no event shall such measures include any obligation to expend funds unless Naming Rights Sponsor has agreed to reimburse the SCSA for all such funds expended) as are necessary to protect the rights granted to Naming Rights Sponsor and ensure that the Naming Rights Sponsor's rights are not undermined, encroached, compromised, curtailed, infringed or ambushed by any third parties, including, without limitation, as a result of or from any attempt by any Person, without Naming Rights Sponsor's written approval, to (a) associate any products within the Exclusive Category with the Stadium in conflict with Naming Rights Sponsor's rights hereunder, (b) sell any unauthorized merchandise featuring the Stadium in conflict with Naming Right Sponsor's rights hereunder, or (c) directly or indirectly suggest that any products within the Exclusive Category are endorsed by or otherwise associated with the Stadium in conflict with Naming Rights Sponsor's rights hereunder. At the request of the Naming Rights Sponsor, the SCSA shall take reasonable steps, in reasonable cooperation with the Naming Rights Sponsor, to prevent any Category Competitor from engaging in such activities or any other Person ( other than the Naming Rights Sponsor) from engaging in such activities with respect to any products within the Exclusive Category, which steps may include, but shall not be limited to, sending a cease and desist letter, filing appropriate legal actions (including actions for temporary and permanent injunctive relief), or a combination thereof as the Naming Rights Sponsor and the SCSA may mutually agree. Any measures or steps taken by the SCSA under this Section 4(±) at the Naming Rights Sponsor's request shall be at the Naming Rights Sponsor's sole cost and expense. If the SCSA fails to reasonably cooperate with Naming Rights Sponsor in preventing any Category Competitor or other Person from engaging in such activities, then the Naming Rights Sponsor shall have the right to take appropriate legal action against such Category Competitor or other Person and, in connection therewith, the SCSA shall cooperate with the Naming Rights Sponsor and take such reasonable actions as may be requested by the Naming Rights Sponsor (at the Naming Rights Sponsor's sole cost and expense) to the extent necessary to prosecute such legal action. (g) Stadium Events. The SCSA shall, on a quarterly basis, and otherwise promptly upon the request of Naming Rights Sponsor, provide Naming Rights Sponsor with a list of all NFL Team Games and Non-NFL Events scheduled to be held at the Stadium at any time in the future.

5. Rights Fees.
(a) Fees. In exchange for the Naming Rights Entitlements and other rights, benefits and privileges to be provided to Naming Rights Sponsor under this Agreement, during each Contract Year of the Term, Naming Rights Sponsor shall pay the SCSA an annual fee, net of any commissions that may be payable by Naming Rights Sponsor (the "Rights Fees"), in the amount provided for in Section 5(b) for such Contract Year.
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(b) Rights Fees Ad;ustment. The Rights Fees due and payable for each Contract Year shall be as follows, subject to credit, refund or other adjustment only in accordance with the express terms of this Agreement:

Contract Year Rights Fee
Initial Contract Year $ 5,740,000
Second Contract Year $ 5,912,200
Third Contract Year $ 6,089,566
Fourth Contract Year $ 6,272,253
Fifth Contract Year $ 6,460,421
Sixth Contract Year $ 6,654,233
Seventh Contract Year $ 6,853,860
Eighth Contract Year $ 7,059,476
Ninth Contract Year $ 7,271,260
Tenth Contract Year $ 7,489,398
Eleventh Contract Year $ 7,714,080
Twelfth Contract Year $ 7,945,502
Thirteenth Contract Year $ 8,183,867
Fourteenth Contract Year $ 8,429,384
Fifteenth Contract Year $ 8,682,265
Sixteenth Contract Year $ 8,942,733
Seventeenth Contract Year $ 9,211,015
Eighteenth Contract Year $ 9,487,345
Nineteenth Contract Year $ 9,771,966
Twentieth Contract Year $ 10,065,125
Twenty-first Contract Year (If extension right has been exercised.) $ 10,367,078 Twenty-second Contract Year (If extension right has been exercised.) $ 10,678,090 Twenty-third Contract Year (If extension right has been exercised.) $ 10,998,432 Twenty-fourth Contract Year (If extension right has been exercised.) $ 11,328,384 Twenty-fifth Contract Year (If extension right has been exercised.) $ 11,668,235 (c) Payment Schedule. Subject to Section 5(d) below, the Rights Fee for each Contract Year shall be payable to the SCSA in two (2) equal semi-annual installments per year on or before March 1st and October 1st of such Contract Year. The first installment of the Rights Fee for the Initial Contract Year shall be due on March 1, 2014. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, Naming Rights Sponsor shall have no obligation to pay any portion of the Rights Fees (other than the first installment of the Rights Fee for the Initial Contract Year) unless and until the NFL Opening Date has occurred. ( d) Termination Prior to NFL Opening Date. If, for any reason, this Agreement is terminated prior to the NFL Opening Date, the SCSA shall refund to the Naming Rights Sponsor 20 2102/45510-001 current/36514839v1
all amounts previously paid by Naming Rights Sponsor hereunder within thirty (30) days of such termination in accordance with instructions to be provided by Naming Rights Sponsor. (e) Taxes. Each Party shall be responsible for and pay any and all taxes or similar charges (if any) that may be payable by such Party under applicable Law in respect of this Agreement. The SCSA confirms to the Naming Rights Sponsor that, as of the Effective Date, the SCSA is not obligated to collect any taxes in respect of the Naming Rights Entitlements or otherwise in respect of this Agreement.
(f) Cost of Materials,· Cleaning. Repairing and Maintenance. Except as otherwise expressly provided herein or otherwise agreed in writing between the SCSA and the Naming Rights Sponsor, the SCSA shall be responsible for all costs and expenses associated with the initial design, construction, production, delivery or installation of signage and other physical advertising included in the Naming Rights Entitlements and for the cleaning, repairing and maintenance of all such signage; provided, that Naming Rights Sponsor shall be responsible, at its sole cost and expense, for the preparation of all conceptual drawings and designs and any other content for all signage in respect of this Agreement or the Naming Rights Entitlements.

Naming Rights Sponsor shall be entitled, at its sole cost and expense, to replace, update, change, refresh or refurbish any such initial signage at any time and from time to time (and for any reason); provided, that the content of such signage will remain subject to the SCSA's prior written approval (not to be unreasonably withheld, conditioned or delayed). For the avoidance of doubt, the Parties acknowledge that Transportation Signage is a Forty Niners SC Entitlement and not a Naming Rights Entitlement and consequently, the SCSA shall not have any obligations with respect to Transportation Signage (and all costs and expenses related thereto shall be the responsibility of Forty Niners SC under the Sponsorship Agreement). In the event the SCSA terminates this Agreement prior to the Expiration Date as the result of a Naming Rights Sponsor Default, Naming Rights Sponsor shall reimburse the SCSA for all out of pocket costs incurred in connection with the removal of its signage from the Stadium. In the event this Agreement expires or is terminated for any reason ( other than as the result of a Naming Rights Sponsor Default), the SCSA shall be responsible for all such costs and expenses. (g) Costs and Expenses. Except as expressly set forth in this Agreement, the Naming Rights Sponsor shall not be responsible for any costs and expenses in connection with the provision of the Naming Rights Entitlements or any other rights, benefits or privileges to which the Naming Rights Sponsor is entitled to receive under this Agreement. For the avoidance of doubt, Naming Rights Sponsor shall have no obligations under this Agreement with respect to the Transportation Signage and all costs and expenses related to the Transportation Signage shall be the responsibility of Forty Niners SC under the Sponsorship Agreement. (h) Interest on Late Payments. Any payment required to be made by any Party to the other Party hereunder that is not paid within five ( 5) business days from the date such payment becomes due and owing shall bear interest at an annual rate of twelve percent (12%) per annum or, if lower, the maximum allowed by law, from the due date to the date payment is actually made. The right of a Party to receive interest under this Section 5(h) shall be in addition to all other rights it may have as a result of the other Party's failure to make payments when due. 21 2102/45510-001 currenU36514839v1

6. Default and Remedies.
(a) Default by Naming Rights Sponsor. The occurrence of one or more of the following matters shall constitute a default by Naming Rights Sponsor (a "Naming Rights Sponsor Default"):
(i) Naming Rights Sponsor's failure to pay any of the Rights Fees when due (subject to any credit, refund or adjustment provided for hereunder) and the continuation of such failure for five (5) business days after written notice by the SCSA to the Naming Rights Sponsor specifying the failure.
(ii) Naming Rights Sponsor's failure to pay any other amounts when due to the SCSA hereunder (unless such amount is being contested by the Naming Rights Sponsor in good faith and in accordance with the terms of this Agreement), within thirty (30) days after written notice by the SCSA to the Naming Rights Sponsor specifying the failure and demanding that it be corrected.
(iii) Naming Rights Sponsor's failure to perform or comply in any material respect with any other material term or condition of this Agreement and the continuation of such non-performance or non-compliance for a period of ninety (90) days after written notice by the SCSA to Naming Rights Sponsor specifying the failure and demanding that it be corrected; provided, however, if Naming Rights Sponsor has taken reasonable steps to cure such failure within such ninety (90) days, but the failure is of a type or character which is not reasonably susceptible of cure within such ninety (90) days, and would otherwise be capable of cure by Naming Rights Sponsor using reasonable efforts, Naming Rights Sponsor shall have such additional time as may be necessary in order to effect such cure, but not to exceed an additional ninety (90) days.
(iv) Naming Rights Sponsor files a petition in bankruptcy or is adjudicated a bankrupt, or if a petition in bankruptcy is filed against Naming Rights Sponsor which is not dismissed within sixty (60) days of filing, or if Naming Rights Sponsor becomes insolvent, makes an assignment for the benefit of its creditors or an arrangement pursuant to any bankruptcy law, or if Naming Rights Sponsor discontinues its business or if a receiver is appointed for it or its business.
(v) Naming Rights Sponsor has made any representation or warranty hereunder that was untrue in any material respect as of the Effective Date. (b) Rights and Remedies ofthe SCSA.
(i) Upon the occurrence of a Naming Rights Sponsor Default, the SCSA shall have the right to do any one or more of the following: (A) enforce any rights provided for herein with respect to such Naming Rights Sponsor Default, (B) seek to recover all damages and other sums available at law or in equity to which it is entitled with respect to such Naming Rights Sponsor Default, (C) exercise any other right or remedy at law or in equity with respect to such Naming Rights Sponsor Default, including seeking an injunction or order of specific performance, and (D) solely to the extent provided in Section 6(b )(ii), terminate this Agreement in accordance with Section 6(b )(ii).
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(ii) Except as otherwise provided in this Agreement (and without limiting any termination right expressly provided in any other provision of this Agreement), the SCSA shall only have the right to terminate this Agreement as a result of a Naming Rights Sponsor Default, which termination shall become effective thirty (30) days after delivery of written notice thereof to Naming Rights Sponsor, upon the occurrence of any of the following:
(A) a Naming Rights Sponsor Default specified in Section 6(a)(i); (B) a Naming Rights Sponsor Default specified in Section 6(a)(ii) involving an arbitration award pursuant to Section 14( d) in an amount equal to or greater than $2,500,000;
(C) a Naming Rights Sponsor Default specified in Section 6(a)(iv); or (D) repeated and recurring Naming Rights Sponsor Defaults (after expiration of all applicable notice and cure periods, if any, provided for herein).
( c) Default by the SCSA. The occurrence of one or more of the following matters shall constitute a default by the SCSA (an "SCSA Default"):
(i) The SCSA's failure to pay any amount when due to the Naming Rights Sponsor hereunder (unless such amount is being contested by the SCSA in good faith and in accordance with the terms of this Agreement), within thirty (30) days after written notice by the Naming Rights Sponsor to the SCSA specifying the failure and demanding that it be corrected. (ii) The SCSA's failure to perform or comply in any material respect with any other material term or condition of this Agreement and the continuation of such non-performance or non-compliance for a period of ninety (90) days after written notice by the Naming Rights Sponsor to the SCSA specifying the failure and demanding that it be corrected; provided, however, if the SCSA has taken reasonable steps to cure such failure within such ninety (90) days, but the failure is of a type or character which is not reasonably susceptible of cure within such ninety (90) days, and would otherwise be capable of cure by the SCSA using reasonable efforts, the SCSA shall have such additional time as may be necessary in order to effect such cure, but not to exceed an additional ninety (90) days. (iii) The SCSA has made any representation or warranty hereunder that was untrue in any material respect as of the Effective Date. (iv) The SCSA files a petition in bankruptcy or is adjudicated a bankrupt, or if a petition in bankruptcy is filed against the SCSA which is not dismissed within sixty (60) days of filing, or the SCSA becomes insolvent, makes an assignment for the benefit of its creditors or an arrangement pursuant to any bankruptcy law, or the SCSA discontinues its business or if a receiver is appointed for it or its business.
(v) The Stadium Lease or the Ground Lease is amended, terminated, invalidated or otherwise modified and such amendment, termination, invalidation or other modification could reasonably be expected to materially and adversely affect the Naming Rights 23 2102/45510-001 current/36514839v1
Sponsor's rights, benefits or privileges under this Agreement or the SCSA's ability to provide the Naming Rights Sponsor with any of the Naming Rights Entitlements hereunder. (d) Rights and Remedies ofNamingRights Sponsor.
(i) Upon the occurrence of an SCSA Default, Naming Rights Sponsor shall have the right to do any one or more of the following: (A) enforce any rights provided for herein with respect to such SCSA Default, (B) seek to recover all damages and other sums available at law or in equity to which it is entitled with respect to such SCSA Default, (C) exercise any other right or remedy at law or in equity with respect to such SCSA Default, including seeking an injunction or order of specific performance, and (D) solely to the extent provided in Section 6(d)(ii), terminate this Agreement in accordance with Section 6(d)(ii). (ii) Except as otherwise provided in this Agreement (and without limiting any termination right expressly provided in any other provision of this Agreement), the Naming Rights Sponsor shall only have the right to terminate this Agreement as a result of an SCSA Default, which termination shall become effective thirty (30) days after delivery of written notice thereof to the SCSA, upon the occurrence of any of the following:

7. (A) an SCSA Default specified in Section 6(c)(iv);
(B) an SCSA Default specified in Section 6(c)(v);
(C) an SCSA Default specified in Section 6(c)(i) involving an arbitration award pursuant to Section 14( d) in an amount equal to or greater than $2,500,000; or
(D) repeated and recurring SCSA Defaults (after expiration of all applicable notice and cure periods, if any, provided for herein).

Opening of Stadium.
(a) Scheduled Opening Date. Naming Rights Sponsor acknowledges that the NFL Opening Date is currently anticipated to occur on September 15, 2014 (the "Scheduled Opening Date"). Naming Rights Sponsor further acknowledges that, due to the complexity of constructing the Stadium, the possibility exists that the NFL Opening Date could occur after the Scheduled Opening Date. In the event that the NFL Opening Date occurs after the Scheduled Opening Date, then Naming Rights Sponsor agrees that the following terms shall apply:
(b) Opening Date Not Prior to October 1. 2014. If the NFL Opening Date does not occur prior to October 1, 2014 but does occur on or before December 31, 2014, then, subject to the Naming Rights Sponsor's rights set forth in Sections 7(c) and 7(d) below, (i) the Naming Rights Sponsor shall have all of its rights under Section 4(a) at all times, (ii) the Naming Rights Sponsor shall have no obligation to pay any portion of the Rights Fees (other than the first installment of the Rights Fee for the Initial Contract Year payable March 1, 2014) unless and until the NFL Opening Date occurs, and (iii) this Agreement shall continue to be in full force and effect with no other remedy relating to the date of opening. 24 2102/45510-001 current/36514839v1
(c) ][Stadium Opens After 2014. If the NFL Opening Date does not occur prior to January 1, 2015, but does occur on or after January 1, 2015, then, subject to the Naming Rights Sponsor's termination rights set forth in Section 7(d) below, (i) the Naming Rights Sponsor shall have all of its rights under Section 4(a) at all times, (ii) no Rights Fee shall be payable in respect of any period prior to March 1, 2015, (iii) the first installment of the Rights Fees previously paid by Naming Rights Sponsor with respect to the Initial Contract Year shall be applied towards the Initial Contract Year (which will commence on March 1 of the year in which the NFL Opening Date occurs), (iv) the Naming Rights Sponsor shall pay the remainder of the Rights Fees for the Initial Contract Year on the later to occur of (x) October 1 of such Initial Contract Year and (y) the NFL Opening Date, and (v) this Agreement shall continue to be in full force and effect with no other remedy relating to the NFL Opening Date.
(d) ][Stadium Does Not Open Within One Year. Notwithstanding anything to the contrary in this Agreement, if the NFL Opening Date does not occur by September 15, 2015, then the Naming Rights Sponsor shall have the right to terminate this Agreement by giving written notice to the SCSA at any time after September 15, 2015, provided however that if, at any time, the SCSA provides Naming Rights Sponsor with written notice of a revised and future anticipated NFL Opening Date which is later than September 15, 2015 (a "New Opening Date"), the Naming Rights Sponsor shall have thirty (30) days from the date ofreceipt of such notice to exercise such termination right; provided that if the NFL Opening Date does not occur by the New Opening Date, then the Naming Rights Sponsor shall have the right to terminate this Agreement by giving written notice to the SCSA no later than ninety (90) days after the New Opening Date.
(e) No Impairment or Modification. For the avoidance of doubt, nothing in this Section 7 shall impair or otherwise modify any of the Naming Rights Sponsor's rights under Section 9 below with respect to any NFL Team Games or Major Events that are not held during the Initial Contract Year or any subsequent Contract Year, whether as a result of any delay in the opening of the Stadium or otherwise.

8. Force Majeure; Eminent Domain.
(a) Effect of Force Ma;eure. Except if and to the extent any of Sections 3(h), 8(b ), 8( c ), 8( d), 9 or 15(i) applies, if a Party is prevented, prohibited or materially impaired from performing its obligations under this Agreement ( other than a payment obligation hereunder) as a result of a Force Majeure event, then (i) such Party shall promptly give notice thereof to the other Party and shall thereafter act diligently and in good faith to bring about the termination or removal of such Force Majeure event as promptly as reasonably possible, (ii) such Party shall be excused from the performance of such obligations to the extent, but only to the extent, made necessary by such Force Majeure event and only until such time as such Force Majeure event terminates or is removed or resolved, upon which time the notifying Party shall provide notice to the other Party that it is able to resume performance, and (iii) if such Party does not perform such obligations, then the other Party shall not be obligated to perform any of its obligations that correspond to the obligations that such party has not performed (such that, for example, if the SCSA fails to provide the Naming Rights Sponsor with any of the Naming Rights Entitlements due to the occurrence of a Force Majeure event in accordance with clause (ii) above, then, unless any of Sections 8(b), 8(c), 8(d), 9 or Section 15(i) applies, the Naming Rights Sponsor shall not 25 2102/45510-001 currenl/36514839v1
be obligated to pay any portion of the Rights Fee to the extent such portion is attributable to suyh Naming Rights Entitlements and, if any such payments have previously been made, the Naming Rights Sponsor shall be entitled to a credit, on a pro rata basis, in the amount of such payments). (b) Total Condemnation of Stadium. If the Stadium, substantially all of the Stadium, or the right of the SCSA to occupancy or possession of all or substantially all of the Stadium shall be taken by eminent domain or condemnation by any governmental authority ( other than by the SCSA or any Landlord Affiliate, which shall be a material breach of this Agreement) for any public or private use or purpose, then (i) the SCSA shall promptly notify the Naming Rights Sponsor thereof and (ii) this Agreement shall automatically terminate upon the earlier of (x) the date when the possession of the portion of the Stadium or right so taken shall be required for such use or purpose or (y) the effective date of the taking. In such event, the Rights Fees paid or due shall be apportioned as of the date of such taking or condemnation ( and the SCSA shall refund to the Naming Rights Sponsor an amount equal to the difference between (x) the aggregate amount of Rights Fees previously paid in respect of such Contract Year and (y) an amount equal to the Rights Fees for such Contract Year multiplied by a fraction the numerator of which is the number of days in such Contract Year elapsed prior to the effective date of such termination and the denominator is 365 (or 366, as applicable)) and neither Party shall have any further obligations to the other or rights hereunder, other than those that expressly survive termination hereunder.
(c) Partial Condemnation o(Stadium. If less than all or substantially all of the Stadium shall be taken or condemned by any governmental authority for any public or private use or purpose, then (i) if the SCSA determines, in its sole discretion, within thirty (30) days after such taking or condemnation, that the remaining portion of the Stadium cannot economically and feasibly be used to host Stadium events, including by the Team for playing NFL football games, then the SCSA shall promptly notify the Naming Rights Sponsor thereof and thereafter this Agreement may be terminated by either Party, by written notice to the other Party, and the Rights Fees paid or due for the period during which the taking or condemnation occurs shall be apportioned as of the date of such taking or condemnation ( and the SCSA shall refund to the Naming Rights Sponsor an amount equal to the difference between (x) the aggregate amount of Rights Fees previously paid in respect of such Contract Year and (y) an amount equal to the Rights Fees for such Contract Year multiplied by a fraction the numerator of which is the number of days in such Contract Year elapsed prior to the date of such taking or condemnation and the denominator is 365 (or 366, as applicable)), in which event neither Party shall have any further obligations to the other or rights hereunder, other than those that expressly survive termination hereunder; or (ii) if the SCSA does not make the determination described in the preceding clause (i) within thirty (30) days of after such taking or condemnation, then the Rights Fees for the then-current Contract Year and for each subsequent Contract Year of the Term shall be equitably adjusted based on the portion of the Stadium that has been taken or condemned and the diminishment in value of the Naming Rights Entitlements as a result thereof (and if the Parties are unable to agree on the amount of such adjustment within ninety (90) days of the date of such taking or condemnation, then such adjustment shall be determined in accordance with Section 14). Notwithstanding the foregoing, (x) a taking or condemnation by the SCSA or the City that materially and adversely affects the Naming Rights Sponsor's rights hereunder shall constitute a material breach of this Agreement by the SCSA, and (y) a taking or condemnation by the SCSA or the City that does not materially and adversely affect the Naming 26 2102/45510-001 currenU36514839v1
Rights Sponsor's rights hereunder but results in any Naming Rights Entitlements being unavailable for purposes of Section 15(i) shall entitle the Naming Rights Sponsor to receive Substitute Entitlements therefor pursuant to Section l 5(i). ( d) Casualty Event. If, at any time during the Term, the Stadium is damaged or otherwise rendered unusable for NFL Team Games for more than one (1) calendar year as a result of any event, cause or occurrence (any such event, cause or occurrence, and including a substantial destruction of the Stadium, a "Casualty Event"), whether or not such Casualty Event constitutes a Force Majeure event, then the SCSA shall give the Naming Rights Sponsor a written notice within six ( 6) months after the end of the Casualty Event stating whether the SCSA will rebuild or restore the Stadium such that it will be usable for NFL Team Games; provided that the SCSA shall provide such notice as soon as reasonably practicable after its decision to rebuild or restore the Stadium is made. If the notice states that the SCSA will not rebuild or restore the Stadium, then this Agreement shall automatically terminate ( except for those provisions that expressly survive termination). If the notice states that the SCSA will rebuild or restore the Stadium, then the Naming Rights Sponsor shall not have the right to terminate this Agreement as a result of the Casualty Event and this Agreement shall remain in full force and effect, provided that the Naming Rights Sponsor shall have the right, as its sole remedy for such Casualty Event, to terminate this Agreement if the first NFL Team Game at the Stadium following delivery of such rebuild notice does not occur on or prior to the first scheduled regular season home NFL Team Game of the NFL season following the second (2nd) anniversary of the Casualty Event. If a Casualty Event occurs and the SCSA notifies the Naming Rights Sponsor that it will rebuild or restore the Stadium, then, unless the Naming Rights Sponsor elects to terminate this Agreement in accordance with the immediately preceding sentence, as Naming Rights Sponsor's sole remedy for such Casualty Event: (i) following receipt by the Naming Rights Sponsor of the rebuild notice from the SCSA, the SCSA and the Naming Rights Sponsor shall negotiate in good faith regarding the Naming Rights Entitlements that the SCSA will provide to the Naming Rights Sponsor, and the appropriate reduction in the Rights Fees to be paid by the Naming Rights Sponsor, in each Contract Year during the period in which the Casualty Event renders the Stadium unusable (the "Casualty Period"), (and, to the extent the Naming Rights Sponsor has previously paid the full amount of the Rights Fees for such Contract Year, the SCSA shall refund any amount in excess of the reduced Rights Fees to the Naming Rights Sponsor within thirty (30) days of the end of such Contract Year), provided that if the Parties are unable to agree on the Naming Rights Entitlements to be received and the Rights Fees to be paid during any Contract Year during the Casualty Period, the Naming Rights Sponsor shall not be entitled to receive any Naming Rights Entitlements, nor obligated to pay Rights Fees or any other fee or payment, during the Casualty Period (and, to the extent the Naming Rights Sponsor has previously paid the full amount of the Rights Fees for such Contract Year, the SCSA shall refund the full amount of such Rights Fees to the Naming Rights Sponsor within thirty (30) days of the end of such Contract Year); (ii) to the extent the Rights Fees are reduced in accordance with the foregoing clause (i), the SCSA shall refund any portion of the Rights Fees for such Contract Year already paid by the Naming Rights Sponsor to the extent such amount exceeds the reduced Rights Fees within thirty (30) days of the Parties' agreement on the reduced Rights Fees; (iii) unless the Naming Rights Sponsor notifies the SCSA in writing to the contrary, the Term (and the Expiration Date) will be extended by a period equal to the Casualty Period, rounded down in the case of any partial Contract Year (an "Extension Period"); and (iv) the Rights Fees for each Contract Year for the remainder of the Term shall be as set 27 2102/45510-001 current/36514839v1
forth in Section 5(b ), except that (A) the Rights Fees for the first Contract Year beginning after the end of the Casualty Period (the "First Post-Casualty Year") will be equal to the scheduled Rights Fees for the Contract Year in which the Casualty Event occurred (the "Casualty Year") and (B) the Rights Fees for each subsequent Contract Year shall be equal to one hundred three percent (103%) of the Rights Fees for the immediately preceding Contract Year.

9. Lost Year; Major Events.
(a) Lost Year. Unless any of Sections 8(b), 8(c) or 8(d) apply, if in any Contract Year, zero (0) regular season NFL Team Games are played in the Stadium for any reason (a "Lost Year"), then as Naming Rights Sponsor's sole and exclusive remedy for such Lost Year, (i) Sponsor shall continue to receive all of the Naming Rights Entitlements with respect to such Lost Year, (ii) the Rights Fees payable by Naming·Rights Sponsor with respect to such Lost Year shall be reduced such that it is equal to the product of (x) $1,375,000 multiplied by (y) the Annual Proportionate Increase, (iii) Naming Rights Sponsor shall receive a Rights Fee Credit in an amount equal to the difference between (x) the scheduled amount of the Rights Fee for such Contract Year as provided for in Section 5(b) and (y) the amount of the Rights Fee as reduced pursuant to the foregoing clause (ii), and (iv) the Naming Rights Sponsor shall have the option, exercisable in its sole discretion by delivering written notice to the SCSA, to extend the Term ( and the Expiration Date) by one (1) additional Contract Year for each Lost Year that occurs (and, in such event, the Rights Fee for such additional Contract Year shall be equal to one hundred three percent (103%) of the scheduled Rights Fee for the Final Contract Year). (b) Required Ma;or Events. Commencing with and including the first Contract Year during which the Stadium has been opened for the entire Contract Year (i.e., from March 1 through February 28 ( or 29) ), at the end of every three Contract Years during the Term, if during the previous three (3) Contract Years (a "Three-Year Period"), fewer than thirty-six (36) Major Events were held at the Stadium, then Naming Rights Sponsor shall receive a Rights Fee Credit equal to the product of (x) $15,000 multiplied by (y) the difference between thirty-six (36) and the number of Major Events actually held at the Stadium during such Three-Year Period multiplied by (z) the Annual Proportionate Increase.
(c) Credit Process. For purposes of this Agreement, the term "Rights Fee Credit" shall mean a cash credit towards the remaining installments of the Rights Fees payable hereunder. If the Naming Rights Sponsor is entitled to a Rights Fee Credit under any of Sections 3(h), 9(a) or 9(b) or any other provision of this Agreement with respect to any Contract Year, then the next installment(s) of the Rights Fees due for the Contract Year immediately following the Contract Year for which the Naming Rights Sponsor is entitled to such Rights Fee Credit shall be reduced by the aggregate amount of such Rights Fee Credit until such Rights Fee Credit is recouped or, if the aggregate amount of such Rights Fee Credit exceeds the remaining amount of such installment(s) of the Rights Fees for the Term, the Naming Rights Sponsor shall be entitled to receive payment of any excess amount from the SCSA within ninety (90) days of the expiration of the Term.
(d) Ma;or Events Definition. For purposes of this Agreement, the term "Major Events" shall mean all Non-NFL Events held at the Stadium for which attendance (measured based on actual turnstile count, regardless of weather conditions or other circumstances) equals 28 2102/45510-001 current/36514839v1
or exceeds twenty-five thousand (25,000), except that any Non-NFL Event during which the Naming Rights Entitlements on any of the Specified Signage is Obscured pursuant to Section 4(c)(iv) shall not be treated as a Major Event for purposes of this Agreement.

Notwithstanding the foregoing, (i) any Super Bowl that is played in the Stadium shall count as eight (8) Major Events (unless any of the Specified Signage is Obscured), and (ii) for the avoidance of doubt any NFL games played by an Additional Team in the Stadium shall be deemed to be Major Events, provided that none of the Specified Signage is Obscured and the attendance requirement of the immediately preceding sentence is satisfied. (e) Annual Proportionate Increase. For purposes of this Agreement, the term "Annual Proportionate Increase" means, with respect to the calculation of any credit or refund payable under this Section 9, an amount equal to (x) the Rights Fee for the Contract Year in which such credit or refund is payable divided by (y) the Rights Fee for the Initial Contract Year.

10. Intellectual Property.
(a) Ownership o{Marks. As between the Parties, Naming Rights Sponsor shall own all right, title and interest in and to the Naming Rights Sponsor Marks and the Stadium Marks, and all intellectual property rights inherent therein and appurtenant thereto. Naming Rights Sponsor represents and warrants that the trademark "LEVI'S" is presently registered as a trademark with the USPTO in classes 18, 25 and 35. The SCSA shall not take any action that is inconsistent with Naming Rights Sponsor's ownership of the Marks, including without limitation granting or attempting to grant a security interest in any Mark or otherwise encumbering any Mark (or application or registration relating thereto). The SCSA agrees that all uses by it of the Marks shall inure to the benefit of Naming Rights Sponsor, and any trademark rights that may accrue to the SCSA related thereto and any goodwill associated therewith is hereby granted and assigned to Naming Rights Sponsor. The SCSA shall not, whether during the Term or thereafter, challenge (i) the rights of Naming Rights Sponsor in and to any of the Marks, or (ii) the validity of the Marks. During the Term and thereafter, the SCSA shall not use or file, nor assist any third party in using or filing, any application for any trade name, domain name or trademark derivative of, similar to, incorporating or resembling any of the Marks as to be likely to cause confusion, deception or mistake with respect to such Marks. During the Term, Naming Rights Sponsor shall not, either directly or through its Affiliates or licensees, use the Stadium Name or Stadium Logo in connection with the naming, operation or marketing of any other sports venue in the United States; provided, that for avoidance of doubt, the foregoing is not intended to preclude Naming Rights Sponsor from using the name "Levi's" in connection with other sports venues or facilities so long as the word mark "Levi's Stadium" is not used (such that, for example, the Naming Rights Sponsor may use "Levi's Center," "Levi's Arena" or "Levi's Field," in connection therewith).
(b) Registration and Protection o{Stadium Marks. Naming Rights Sponsor shall file appropriate Intent to Use Applications for registration of the Stadium Marks with the USPTO at its sole expense. During the Term, Naming Rights Sponsor agrees not to abandon, forfeit, or cancel any United States federal or foreign applications or registrations sought or obtained by Naming Rights Sponsor relating to the Stadium Marks without the prior written consent of the SCSA (which consent shall not be unreasonably withheld, conditioned or delayed), and will take all reasonable steps to maintain, demonstrate usage, and renew said applications or registrations. 29 2102/45510-001 current/36514839v1
The SCSA agrees to cooperate with Naming Rights Sponsor to prosecute and maintain said applications and registrations including by providing specimens of use and other documents that may required and requested by Naming Rights Sponsor. If the Stadium Logo is reasonably deemed by Naming Rights Sponsor to be a creative work capable of protection and registration with the United States Copyright Office, it also will consider in good faith (but will not be obligated to) whether to file an appropriate copyright application for that work. (c) Licenses to the SCSA. Subject to the terms and conditions of this Agreement (including Naming Rights Sponsor's reserved rights set forth below in this Section l0(c)), the Naming Rights Sponsor hereby grants to the SCSA the following licenses:
(i) during the Term, an exclusive, royalty-free, worldwide, fully paid-up, license to use the Stadium Marks and the goodwill associated therewith solely in connection with the operation, merchandising, marketing and promotion of the Stadium and Stadium events, including without limitation, with respect to any broadcasts or other transmissions of Stadium events, for any reproductions of the Stadium likeness in such broadcasts or other transmissions, and to allow the SCSA to designate the Stadium by the Stadium Name and to fulfill its obligations to Naming Rights Sponsor hereunder;
(ii) during the Term, the right to sublicense its right to use the Stadium Marks to (A) the NFL Entities, (B) vendors and concessionaires of the Stadium and promoters of Stadium events, who may, in tum, subcontract the manufacture of products, related supplies, novelties, souvenirs, and any other goods or items sold, used, consumed, or given away by the SCSA in connection with their respective use and operation of the Stadium, and (C) subject to Section 1 l(c)(vii) below, sponsors of the Stadium for promotion and advertising of goods and services other than those in the Exclusive Category (e.g., "Official Pizza Provider of Levi's Stadium"); provided, that in each case such sublicense shall not permit the sub licensee to take any action that the SCSA is not authorized to take under this Agreement and the SCSA shall be liable for all breaches of the terms and conditions of this Agreement by any such sub licensee; (iii) during the Term, a non-exclusive, royalty-free, worldwide, fully paid-up license to use the Naming Rights Sponsor Marks (excluding the Stadium Marks) to fulfill its obligation to Naming Rights Sponsor hereunder, to identify Naming Rights Sponsor as the naming sponsor of the Stadium and for related business purposes consistent with Naming Rights Sponsor's status as the naming sponsor of the Stadium; and (iv) during and after the Term, a non-exclusive, royalty-free, worldwide, fully paid-up, license to use the Stadium Marks for historical uses (i.e., providing historical information and commentary and for literary, photographic, video, digital, or other documentary works that discuss the Stadium and its history).

Notwithstanding the foregoing grants to the SCSA, the Naming Rights Sponsor reserves the exclusive right to use the Stadium Marks to advertise and promote products and services in the Exclusive Category.
( d) Limitations on Licenses to the SCSA; Quality Control. All uses by the SCSA ( or any sublicensee thereof) of the Marks shall conform to the trademark use guidelines provided in 30 2102/45510-001 currenU36514839v1
writing to the SCSA by Naming Rights Sponsor, or shall be approved in writing by Naming Rights Sponsor prior to use, which approval shall not be unreasonably withheld, conditioned or delayed. Neither the SCSA nor any sublicensee thereof shall be entitled to use such Marks in combination with, or in such close proximity to, its own trademarks and/or service marks, or trademarks and/or service marks of a third party, so as to create a composite mark or create a likelihood of consumer confusion regarding the Stadium or the goods or services offered under the Marks. The SCSA and any sub licensee thereof shall maintain the same high quality control standards for all goods and services that the Naming Rights Sponsor presently uses for its trademarks and/or service marks. Naming Rights Sponsor, or its designee, shall have the right to reasonably inspect each use of the Marks. Neither the SCSA nor any sub licensee thereof shall use any Mark in a way that invalidates, disparages or dilutes such Mark or disparages Naming Rights Sponsor. Without limiting the foregoing, prior to each Contract Year, representatives of Naming Rights Sponsor and representatives of the SCSA shall meet to discuss the nature of the SCSA's proposed uses of the Marks in the then-upcoming Contract Year (which discussions may include a review of samples or descriptions of possible advertisements, premiums, promotions, press materials, merchandise, uniforms, tickets, food wrappers, food or beverage containers, napkins and plates or other materials or activities using or displaying any of the Marks). Naming Rights Sponsor shall have the right to provide input and comments on the proposed uses and the SCSA shall not go forward with any planned use that Naming Rights Sponsor reasonably determines is not consistent with the maintenance of the reputation, goodwill and brand of Naming Rights Sponsor. Further, with regard to any actual use of the Marks by the SCSA, in the event that Naming Rights Sponsor notifies the SCSA that it has determined in good faith that such use is not consistent with the reputation, goodwill and brand of Naming Rights Sponsor and expected uses of its Marks, the SCSA will use commercially reasonable efforts to halt such usage as soon as reasonably practicable.
(e) Use o{Stadium Image or Likeness. The Naming Rights Sponsor shall have the right to use photographs or other visual depictions of the Stadium, Stadium image or likeness in Naming Rights Sponsor's advertising and other publications in all media now known or hereafter developed throughout the world. The Naming Rights Sponsor shall not use any such photograph, image or likeness of the Stadium or any portion thereof in a way that intentionally disparages or dilutes the SCSA's goodwill with respect to the Stadium. The Naming Rights Sponsor shall be responsible for (i) clearing copyright ownership of all photographs, images or likenesses of the Stadium not provided to the Naming Rights Sponsor by the SCSA, Forty Niners SC, Team Co or any of their respective Affiliates and obtaining appropriate licenses from their respective owners, and (ii) all royalties and license fees payable to the copyright owners which arise from the Naming Rights Sponsor's use of such photographs, images or likenesses of the Stadium. For the avoidance of doubt, the foregoing sentence shall not apply to any photographs, images or likenesses that may be provided by the SCSA, Forty Niners SC, Team Co or any of their respective Affiliates.
(f) Stadium Website. During the Term, the SCSA shall maintain, manage and control an Internet website to be initially located at "www.levistadium.com" (or, alternatively, "www.levisstadium.com") (the "Stadium Website"). The Stadium Website shall prominently feature the Stadium Name and the Stadium Logo and provide information about the Stadium and events scheduled to be held at the Stadium. The SCSA shall consult with the Naming Rights Sponsor during the initial design of the Stadium Website's homepage and the Naming Rights 31 2102/45510-001 current/36514839v1
Sponsor shall have the right to review and approve (not to be unreasonably withheld) the final design of the homepage immediately prior to its initial launch (and the SCSA shall consult with Sponsor in connection with any material changes to such design thereafter). The Stadium Website shall include prominent "above-the-fold" advertisements and links to the Naming Rights Sponsor's website at "www.levis.com" or other web sites owned and operated by the Naming Rights Sponsor: provided that in no event shall the content of any of the Naming Rights Sponsor's advertising that appears on the Stadium Website refer to any particular products or services that are not in the Exclusive Category. The SCSA will cause the domain name(s) for the Stadium Website (and such other existing Stadium-related URLs maintained by the SCSA) to be changed and redirected to the domain name registration"www.[StadiumName].com" and all similar variants of such domain (the "Domain Names") or such other domain name as mutually agreed. Naming Rights Sponsor agrees, at its sole expense, to seek domain name registrations for the Domain Names and Naming Rights Sponsor shall own full right, title and interest to all such Domain Names. Naming Rights Sponsor hereby agrees, upon acquisition of the Domain Names, to grant the SCSA a fully-paid up, royalty-free license to the Domain Names for use solely in connection with the Stadium Website. Excluding any Naming Rights Sponsor intellectual property incorporated in the Stadium Website, at the request of the Naming Rights sponsor and provided to the SCSA by Naming Rights Sponsor, including without limitation, the Stadium Marks and the Naming Rights Sponsor Marks, the SCSA shall own all right, title and interest in and to the Stadium Website. The SCSA shall be responsible for the development, design, maintenance, updating and hosting of the Stadium Website and all costs and expenses related thereto, including without limitation, the implementation and maintenance of all Naming Rights Entitlements thereon. Immediately upon any early termination of this Agreement, the Parties will cooperate in good faith in the design and posting of a page that will re-direct visitors through hyperlinks to both a website designated by Naming Rights Sponsor and a website designated by the SCSA and the SCSA will maintain the re-direct page at such Stadium Domain Name URLs as the Parties may agree for a period of time to be reasonably determined by the Parties not to exceed twelve (12) months (taking into account the SCSA's need to provide information for annually recurring events and Naming Rights Sponsor's need otherwise to use the associated URL). Promptly after any expiration or termination of this Agreement, the Parties will cooperate in the prompt return of all copyright and other materials associated with the Stadium Domain Names websites belonging to the other Party. (g) Conformance with Law and NFL Rules. Notwithstanding anything herein, the SCSA shall have no obligation to install or display the Marks or signs in violation of, and all uses of the Marks at the Stadium or elsewhere on the Premises shall comply with and be subject to: (i) any and all applicable Laws, including, without limitation, laws regulating trademarks, copyrights, and other forms of intellectual property, and (ii) the NFL Rules and any other requirements, policies and limitations as may be imposed by the NFL. The SCSA reserves the right, to be exercised in its reasonable discretion, to determine whether any display or use of the Marks is suitable for such use in accordance with the requirements of the preceding sentence. (h) Inventory Run-Out. Following the expiration or termination of this Agreement for any reason, the SCSA and its permitted sublicensees shall have the right to market and sell or otherwise dispose of then-existing inventory containing the Marks until the earlier of: (i) the depletion of such inventory; and (ii) six (6) months after the termination or expiration of this Agreement. Naming Rights Sponsor recognizes that some advertising or promotional material 32 2102/45510-001 current/36514839v1
bearing the Marks may be developed and/or contracted for prior to termination or expiration of this Agreement and may not be immediately capable of being retracted or terminated, if at all, without material penalty. In such circumstances, following expiration or termination of this Agreement, the SCSA will take all steps reasonably necessary to preclude or limit the distribution of such advertising or promotional material following expiration or termination.

Except as contemplated in this Section 1 O(h) and the historical use contemplated above, no Party shall have any other right to use the Stadium Marks after the Term without the written consent of the other Party.
(i) Notification ofJnfringement. Each Party shall notify the other Party of any unauthorized use or other infringement of the trademark rights or copyright in the Marks of which it becomes aware. If the unauthorized use or other infringement of the Marks occurs without infringement of any trademarks, service marks or copyrights of the SCSA, then Naming Rights Sponsor shall have the right (in its sole discretion), but not the obligation, to initiate and be responsible for the costs, expenses and control of any legal action. In any such legal action, the SCSA shall cooperate fully with Naming Rights Sponsor. If the unauthorized use or other infringement of the Marks occurs in conjunction with infringement of any trademarks, service marks or copyrights of the SCSA, then the parties shall cooperate in taking any legal action and the parties shall equitably apportion all related costs, expenses and amounts awarded.

11. Representations and Warranties; Covenants.
(a) Representations and Warranties by the SCSA. The SCSA represents and warrants to Naming Rights Sponsor the following:
(i) The SCSA is a joint powers authority with full power and authority to enter into and fully perform its obligations under this Agreement. The execution and delivery of this Agreement on behalf of the SCSA has been duly authorized, and no consent or approval of any other Person is required for execution, delivery or performance by the SCSA of this Agreement.
(ii) This Agreement has been duly executed and delivered by the SCSA and constitutes a legal and binding obligation of the SCSA enforceable in accordance with its terms, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors' rights generally and for limitations imposed by general principles of equity.
(iii) The execution, delivery and performance of this Agreement by the SCSA (A) do not and will not conflict with the joint powers agreement or other governing documents of the SCSA, (B) do not and will not conflict with any applicable Law in effect as of the Effective Date, and (C) do not and will not conflict with, or result in the breach, acceleration, cancellation or termination of, or constitute a default under, any material lease (including the Ground Lease and the Stadium Lease), agreement, note, bond, mortgage, indenture, deed of trust, license, franchise commitment or other instrument (including any financing document), or any order, judgment or decree, to which the SCSA is a party or by which the SCSA is bound, except in each case in clauses (A) - (C) for any of the foregoing that could not reasonably be expected to materially and adversely affect the Naming Rights Sponsor's rights hereunder. 33 2102/45510-001 currenU36514839v1
(iv) All votes, approvals and proceedings required to be taken by or on behalf of the SCSA to authorize the SCSA to execute and deliver this Agreement and to perform its covenants, obligations and agreements hereunder have been duly taken, and no consent or approval to the execution and delivery of this Agreement by the SCSA or the performance by the SCSA of its covenants, obligations and agreements hereunder are required from the SCSA's board of directors, any other governing body of the SCSA, the Santa Clara City Council, any Landlord Affiliate or any other governmental entity or other Person. (v) Forty Niners SC has, to the extent required by the Stadium Lease or any other agreement or arrangement, authorized the SCSA to enter into this Agreement and to grant to the Naming Rights Sponsor all of the rights, benefits, privileges and Naming Rights Entitlements contemplated to be granted to the Naming Rights Sponsor hereunder. (vi) The SCSA is not a party to or otherwise bound by any agreement regarding the Stadium Naming Rights or any promotion of or advertising relating to the Stadium that, in each case, conflicts with the provisions of this Agreement or otherwise impairs any of the Naming Rights Entitlements, rights or other benefits Naming Rights Sponsor is entitled to receive hereunder.
(vii) The SCSA has not granted any rights pertaining to the subject matter of this Agreement to any Person in a manner which would (A) cause the SCSA to be in default under any agreement between the SCSA and any other Person, except for any default that could not reasonably be expected to materially and adversely affect the Naming Rights Sponsor's rights hereunder, or (B) prevent the SCSA from granting any of the Naming Rights Entitlements to Naming Rights Sponsor under this Agreement.
(b) Representations and Warranties by Naming Rights Sponsor. Naming Rights Sponsor represents and warrants to the SCSA the following, in each case as of the Effective Date:
(i) Naming Rights Sponsor is a corporation in good standing under the laws of the State of Delaware and is duly authorized to transact business in the State of California.

The Naming Rights Sponsor has sufficient power and authority to enter into and fully perform its obligations under this Agreement. The execution and delivery of this Agreement on behalf of Naming Rights Sponsor has been duly authorized by Naming Rights Sponsor and no consent or approval of any other Person is required for execution of and performance by Naming Rights Sponsor of this Agreement.
(ii) This Agreement has been duly executed and delivered by the Naming Rights Sponsor and constitutes a legal and binding obligation of the Naming Rights Sponsor enforceable in accordance with its terms, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors' rights generally and for limitations imposed by general principles of equity.
(iii) The execution, delivery and performance of this Agreement by the Naming Rights Sponsor (A) do not and will not conflict with the certificate of incorporation or bylaws of the Naming Rights Sponsor, (B) do not and will not conflict with any applicable Law 34 2102/45510-001 current/36514839v1
in effect as of the Effective Date, and (C) do not and will not conflict with, or result in the breach, acceleration, cancellation or termination of, or constitute a default under, any material lease, agreement, note, bond, mortgage, indenture, deed of trust, license, franchise commitment or other instrument (including any financing document), or any order, judgment or decree, to which the Naming Rights Sponsor is a party or by which the Naming Rights Sponsor is bound, except in each case in clauses (A) - (C) for any of the foregoing that could not reasonably be expected to materially and adversely affect the SCSA's rights hereunder. (iv) Naming Rights Sponsor has not granted any rights to use the Stadium Marks to any Person in a manner which would (A) cause the Naming Rights Sponsor to be in default under any agreement between the Naming Rights Sponsor and any other Person, except for any default that could not reasonably be expected to materially and adversely affect the SCSA's rights hereunder, or (B) prevent the Naming Rights Sponsor from entering into and performing its obligations under this Agreement.
(v) Naming Rights Sponsor is the sole owner of all right, title and interest in and to the Naming Rights Sponsor Marks (it being understood that such right, title and interest has been pledged and otherwise encumbered to secure certain obligations of Naming Rights Sponsor and its Affiliates).
(c) Covenants ofthe SCSA. The SCSA covenants that:
(i) The SCSA shall clean, maintain, repair and operate the Stadium in a manner consistent with other comparable stadiums of a similar age in the United States at which NFL clubs are then playing and shall keep the Stadium in a good, clean and safe condition fit for the hosting of NFL games and Non-NFL Events.
(ii) The SCSA shall operate and maintain the Stadium in accordance with all Laws and NFL Rules, to the extent that noncompliance of such Laws and NFL Rules could materially and adversely affect the Naming Rights Sponsor's rights hereunder. (iii) The SCSA will provide Naming Rights Sponsor with reasonable prior consultation rights regarding the construction and placement of all signage and other advertisements that Naming Rights Sponsor is entitled to receive pursuant to the terms of this Agreement. Except to the extent otherwise specified on Schedule 1, the precise size and location of each item of Naming Rights Sponsor's signage, recognition and other advertising at the Stadium or elsewhere on the Premises shall be proposed by the SCSA in accordance with Schedule 1 and the other provisions of this Agreement and shall be subject to approval by the Naming Rights Sponsor (such approval not to be unreasonably withheld, conditioned or delayed).
(iv) The SCSA shall not assign or otherwise transfer its interest in the Stadium Lease or the Ground Lease to any other Person unless the assignee or transferee assumes all of the obligations of the SCSA under this Agreement.
(v) The SCSA shall enforce all obligations of the City under Sections 2.4.8 of the Ground Lease with respect to any advertisement, sponsorship or promotional activity that 35 2102/45510-001 cu rrenV36514839v1
promotes, identifies or refers to any Category Competitor or any products or services in the Exclusive Category.
(vi) The SCSA shall provide the Naming Rights Sponsor with prompt written notice of (A) any amendment or modification to the Ground Lease or Stadium Lease that could reasonably be expected to materially and adversely affect the Naming Rights Sponsor's rights hereunder, (B) any written notice of default delivered by any Person under the Ground Lease or Stadium Lease that could reasonably be expected to materially and adversely affect the Naming Rights Sponsor's rights hereunder or (C) any termination (or delivery of written notice of termination) of the Ground Lease or Stadium Lease.
(vii) The SCSA shall not authorize or permit the display of any signage, advertising or promotional activity at the Stadium or elsewhere on the Premises that (A) is related to tobacco products, illegal substances, guns, gun clubs, gun organizations, other weapons or pornography, or (B) otherwise violates any of the NFL Rules. (viii) The SCSA shall enforce all obligations of Team Co under the Non-Relocation Agreement.
(ix) The SCSA covenants and agrees that in the event of any termination of the Stadium Lease or any other Stadium Lease Document (as defined in the Stadium Lease), (i) the SCSA will not terminate or otherwise disturb the rights of Naming Rights Sponsor under the Sponsorship Agreement (including, without limitation, Naming Rights Sponsor's exclusivity rights under Section 4(a) of the Sponsorship Agreement) for the duration of the Term (as such term is defined in the Sponsorship Agreement), provided no Sponsor Default (as such term is defined in the Sponsorship Agreement) has occurred and is then continuing under the Sponsorship, and (ii) the SCSA will honor the Sponsorship Agreement as if the Sponsorship Agreement had been entered into directly between the Naming Rights Sponsor and the SCSA.

Accordingly, in the event of any termination of the Stadium Lease, the Sponsorship Agreement shall become and shall thereafter be deemed to be a direct agreement between the SCSA and Naming Rights Sponsor, provided that (x) the SCSA shall not be liable to the Naming Rights Sponsor for any breach or default of Forty Niners SC under the Sponsorship Agreement arising prior to the termination of the Stadium Lease, (y) the Naming Rights Sponsor shall not be liable to the SCSA for any breach or default by the Naming Rights Sponsor under the Sponsorship Agreement arising prior to the termination of the Stadium Lease, and (z) the SCSA shall only be responsible for performing those obligations of Forty Niners SC under the Sponsorship Agreement that relate to rights that were granted to Forty Niners SC under the Stadium Lease ( e.g., obligations related to signage and other advertising at the Premises).

12. Indemnification and Insurance.
(a) Indemnification by Naming Rights Sponsor. Naming Rights Sponsor agrees to indemnify, defend and hold harmless the SCSA, Forty Niners SC, TeamCo, Forty Niners Stadium Management Company LLC, each of their Affiliates, and each of their and their Affiliates' respective officers, directors, employees, agents and representatives (the "SCSA Indemnified Parties") from all losses, settlements, claims, actions, suits, proceedings, investigations, judgments, awards, damages, liabilities, costs and expenses (including reasonable 36 21 02/4551 0-001 cu rrenV36514839v1
attorneys' fees) (collectively, "Losses") incurred by any SCSA Indemnified Party arising out of or relating to (i) any Third Party Claim alleging that any Naming Rights Sponsor Marks that the SCSA is entitled to use pursuant to a grant ofrights by the Naming Rights Sponsor under this Agreement or any material provided by the Naming Rights Sponsor to the SCSA under this Agreement infringes the copyrights, patents, trademarks, service marks or trade secrets, or violates any privacy or publicity rights, of any Person, or that the Naming Rights Sponsor does not own or have the right to license the use of any such Naming Rights Sponsor Marks or material, as applicable; (ii) any Third Party Claim of unfair competition or false advertising or related to the use, adoption or display of the Stadium Marks by the Naming Rights Sponsor or to the advertising or promotion by Naming Rights Sponsor of its products or services in the Exclusive Category; or (iii) any breach or misrepresentation by the Naming Rights Sponsor under this Agreement, except, in each case in clauses (i)-(iii), to the extent such Losses were the direct result of any negligence, misconduct, error or omission by any SCSA Indemnified Party. (b) Indemnification by the SCSA. The SCSA shall indemnify, defend and hold harmless Naming Rights Sponsor, each of its Affiliates, and each of its and its Affiliates' respective officers, directors, employees, agents and representatives (the "Naming Rights Sponsor Indemnified Parties") from all Losses incurred by any Naming Rights Sponsor Indemnified Party arising out of or relating to (i) any Third Party Claim alleging that any of the Naming Rights Entitlements or any other rights, benefits or privileges granted by the SCSA hereunder violate the rights of any other Person; (ii) any breach or misrepresentation by the SCSA under this Agreement; (iii) any Third Party Claim alleging that any intellectual property that the Naming Rights Sponsor is entitled to use pursuant to a grant of rights by the SCSA under this Agreement or any material provided by the SCSA to the Naming Rights Sponsor under this Agreement infringes the copyrights, patents, trademarks, service marks or trade secrets, or violates any privacy or publicity rights, of any Person, or that the SCSA does not own or have the right to license the use of any such intellectual property or material; (iv) any Third Party Claim relating to the design, construction, operation, condition, renovation or maintenance of the Stadium or any other portion of the Premises ( other than to the extent such Third Party Claim relates to any use or action by the Naming Rights Sponsor or any of its officers, agents, employees or invitees), including, without limitation, all so-called slip and fall cases; or (v) any Third Party Claim filed or otherwise asserted against any Naming Rights Sponsor Indemnified Party that is directly related to the Stadium or the Premises and that does not involve any act, omission or other wrongdoing by Naming Rights Sponsor, except, in each case in clauses (i)-(v), to the extent such Losses were the direct result of any negligence, misconduct, error or omission by any Naming Rights Sponsor Indemnified Party.
(c) Notice and Defense. Promptly after receipt by a Person entitled to indemnification pursuant to this Section 12 (an "Indemnified Person") of notice of the commencement of any action, suit, proceeding, investigation or assertion of any claim by any third party ( each of the foregoing, a "Third Party Claim") in respect of which a claim for indemnification may be made under this Section 12 by such Indemnified Person, such Indemnified Person will give written notice thereof to the Party required to provide . indemnification pursuant to this Section 12 (the "Indemnifying Party"); provided, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability or obligation that the Indemnifying Party may have to the Indemnified Person under this Agreement, except to the extent of any material prejudice to the Indemnifying Party resulting 37 2102/45510-001 cu rrent/36514839v1
from such failure. If any Third Party Claim is brought against an Indemnified Person, the Indemnifying Party will be entitled to participate ( at its expense) therein and, if it wishes to assume the defense thereof with counsel of its choice reasonably satisfactory to the Indemnified Person (who shall not, except with the consent of the Indemnified Person, be counsel to the Indemnified Person in such Third Party Claim) and gives written notice to the Indemnified Person of its election so to assume the defense thereof within fifteen (15) days after notice shall have been given to it by the Indemnified Person pursuant to the preceding sentence, will be entitled to assume the defense thereof. In all events, each Indemnified Person shall cooperate reasonably with the Indemnifying Party, at the expense of the Indemnifying Party, in connection with such defense of any such Third Party Claim. If the Indemnifying Person assumes such defense pursuant to this Section 12( c ), the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person.
(d) Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person or the Indemnifying Party as the case may be, of any Third Party Claim shall also be binding upon the Indemnifying Party or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise, and shall in any case, be subject to the conditions of this Section 12(d). If any Indemnifying Party has assumed the defense of a Third Party Claim pursuant to Section 12( c) or the final proviso of this Section 12(d), such Indemnifying Party shall have the right to settle or compromise such Third Party Claim at any time; provided, however, that (i) no obligation, restriction, loss or prejudice against future actions shall be imposed on the Indemnified Person as a result of such settlement or compromise without such Indemnified Person's prior written consent, and (ii) such settlement or compromise must fully release the Indemnified Person from any liability related to such Third Party Claim, unless such Indemnified Person provides its prior written consent to the contrary. If the Indemnifying Party has not assumed the defense of any Third Party Claim pursuant to Section 12(c), the Indemnified Person shall have the right to settle or compromise such Third Party Claim at any time; provided, however, that (i) such Indemnified Person shall give the Indemnifying Party at least five (5) days' prior written notice of any proposed settlement or compromise of any such Third Party Claim that it is defending, during which time the Indemnifying Party may reject such proposed settlement or compromise; provided, further, that from and after such rejection, the Indemnifying Party shall be obligated to assume the defense of and full and complete liability and responsibility for such Third Party Claim and any and all Losses in excess of the amount, if any, that the Indemnifying Party would have been obligated to pay under the proposed settlement or compromise.
(e) Naming Rights Sponsor Insurance. During the Term, the Naming Rights Sponsor shall, at no cost to the SCSA, maintain ( or cause to be maintained) the following insurance coverage with insurers having a "Best's" rating of A-VIII or better: commercial general liability insurance, including coverage for bodily injury, property damage, personal and advertising injury, products/completed operations and contractual liability with a minimum amount of Ten Million Dollars ($10,000,000.00) for each occurrence. Naming Rights Sponsor shall furnish the SCSA with one or more certificates of insurance, evidencing that such insurance has been obtained, is in full force and effect and names the SCSA as an additional insured thereunder.

Naming Rights Sponsor shall give the SCSA no less than ten (10) days' prior written notice of 38 2102/45510-001 current/36514839v1
any modification, termination, lapse or cancellation of any insurance coverage required to be maintained pursuant to this Section 12(e).
(t) SCSA Insurance. During the Term, the SCSA shall, at no cost to the Naming Rights Sponsor, maintain (or cause to be maintained) the following insurance coverage with insurers having a "Best's" rating of A-VIII or better: commercial general liability insurance, including coverage for bodily injury, property damage, personal and advertising injury, products/completed operations and contractual liability with a minimum amount of Ten Million Dollars ($10,000,000.00) for each occurrence. The SCSA shall furnish Naming Rights Sponsor with one or more certificates of insurance, evidencing that such insurance has been obtained and is in full force and effect and names Naming Rights Sponsor as an additional insured thereunder.

The SCSA shall give Naming Rights Sponsor no less than ten (10) days' prior written notice of any modification, termination, lapse or cancellation of any insurance coverage required to be maintained pursuant to this Section 12(t).
(g) Limitation of Damages. Notwithstanding anything to the contrary contained herein, in no event shall a Party be liable to the other Party for any consequential or indirect damages which the other Party may suffer, nor any punitive, special exemplary or similar damages, including but not limited to any such damages for loss of use, loss of business, loss of profit, even if advised of the possibility of such damages or if such damage could have been reasonably foreseen; provided, however, that the foregoing limitation of damages shall not apply with respect to either Party's indemnification obligations under this Section 12 with respect to any Losses arising out of or related to Third Party Claims.

13. Approval Process for Use of Marks.
(a) Style Guide. As soon as reasonably practicable after the Effective Date, the SCSA and the Naming Rights Sponsor shall jointly develop, in good faith, a style guide that sets forth approved uses of the Stadium Marks and the Naming Rights Sponsor Marks (the "Style Guide"). Any use by the SCSA or any Landlord Affiliate of any Mark that complies with the Style Guide in all material respects ( other than any use in connection with the sale or distribution of merchandise, which shall require Naming Rights Sponsor's approval under Section 13(b)(ii) below) shall be deemed to have been approved by Naming Rights Sponsor for all purposes of this Agreement, whether or not Naming Rights Sponsor has specifically approved the particular use of such Mark.
(b) Approval by Naming Rights Sponsor. Any use of any of the Marks by the SCSA or any Landlord Affiliate (i) that departs in any material respect from the agreed upon Style Guide or (ii) in connection with the sale or distribution of merchandise, shall, in each case, be submitted to Naming Rights Sponsor for its prior written approval (which approval shall not be unreasonably withheld, conditioned or delayed). Naming Rights Sponsor shall have three (3) business days from the date that it receives any written request for approval from the SCSA to approve or reject (and, if a rejection, such rejection shall describe with particularity the reasons for the rejection), and a failure to respond within ~uch timeframe shall be deemed approval. The SCSA may also request in writing that Naming Rights Sponsor pre-approve certain types or categories of usage. The SCSA acknowledges that Naming Rights Sponsor will not approve any usage of the Marks that Naming Rights Sponsor believes (A) reflects unfavorably upon or 39 2102/45510-001 current/36514839v1
disparages, or would reasonably cause embarrassment to, Naming Rights Sponsor or any of its Affiliates, (B) relates or refers to any subject matter, business or enterprise that might reasonably be deemed to be immoral (including any sexually oriented subject matter, business or enterprise), (C) contains any political reference, or (D) involves any lottery or game of chance.

14. Arbitration.
(a) Disputes Sub;ect to Arbitration. Any dispute arising under or relating to this Agreement shall be resolved exclusively by arbitration under the Comprehensive Arbitration Rules and Procedures of Judicial Arbitration & Mediation Service, Inc. (together with any successor, "JAMS") before a single arbitrator. The venue of any such arbitration proceeding shall be in Santa Clara, California or such other location as may be mutually agreed by the Parties. Notwithstanding the foregoing, either Party may at any time seek interim equitable relief pursuant to Section 15(v) below.
(b) Arbitrator. The arbitrator for any dispute shall be selected according to the Comprehensive Arbitration Rules and Procedures of JAMS. ( c) The Arbitration. Either Party may initiate an arbitration proceeding under this Section 14 utilizing the Comprehensive Arbitration Rules and Procedures of JAMS. Either Party may also seek and obtain discovery in connection with any such arbitration proceeding consistent with the Federal Rules of Civil Procedure.
( d) Arbitration Award. The award rendered by the arbitrator shall be final and shall identify the prevailing Party, and judgment may be entered upon the award in accordance with applicable law in any court having jurisdiction thereof. (e) Expenses,· Attorneys' Fees and Costs. The fees and expenses of the arbitrator shall be paid by the non-prevailing Party. In addition, in accordance with Section 15(s) below, the prevailing Party's reasonable attorneys' fees and costs shall be paid by the non-prevailing Party.
(f) Pre-Arbitration Dispute Resolution. In the event of any dispute arising under or relating to this Agreement, prior to commencing any arbitration proceeding under this Section 14, senior executives of each Party shall confer about the dispute for reasonable periods of time during the succeeding ten (10) business days (at least one such conference being in person (either in San Francisco, California or at the Stadium) between persons having the duties of chief operating officer, chief executive officer, chief sales officer or chief marketing officer, or their respective designees). If the Parties cannot resolve the dispute during such ten (10) business day period, then either Party may commence an arbitration proceeding following the expiration of such period.

15. Miscellaneous Provisions.
(a) Relationship of Parties. The SCSA and Naming Rights Sponsor shall at all times be independent contractors with respect to each other, and this Agreement shall not constitute either as the principal, agent, partner, joint venture partner or legal representative of the other for any purpose whatsoever.
40 2102/45510-001 current/36514839v1
(b) Third Party Beneficiaries. This Agreement does not and is not intended to confer any rights upon any Person other than the Parties, except that it is expressly agreed that (i) Forty Niners SC is an intended third party beneficiary of the rights expressly granted to Forty Niners SC under Section 3(f)(iii) above and (ii) the SCSA Indemnified Parties and Naming Rights Sponsor Indemnified Parties are intended third party beneficiaries of Section 12. (c) Compliance. This Agreement is subject and subordinate to (i) NFL Rules, (ii) solely with respect to Significant Events, if and to the extent applicable, the rules and regulations of FIFA, the U.S. Olympic Committee or the International Olympic Committee and all other similar sanctioning bodies and governing authorities for the applicable Significant Event, as the same may be amended or adopted from time to time, (iii) the terms and conditions of the Ground Lease (as in effect on the Effective Date) and (iv) all Laws as they currently exist or as they may be amended or modified from time to time hereafter. (d) Waiver. The failure by either Party to exercise any right, power or option given to it by this Agreement, or to insist upon strict compliance with the provisions of this Agreement, shall not constitute a waiver of the provisions of this Agreement with respect to any other or subsequent breach thereof, nor a waiver by such Party of its rights at any time thereafter to require exact and strict compliance with all the provisions hereof. The rights or remedies under this Agreement are cumulative to any other rights or remedies which may be granted by Law. (e) Notices. All notices, requests, or offers required or permitted to be made under this Agreement shall be in writing and shall be deemed properly delivered on the earlier of actual receipt or three days after the date deposited in the U.S. Mail, by certified mail, return receipt requested, or by recognized overnight delivery service with signature required (e.g., FedEx, UPS) addressed as follows ( or to such other address( es) as a Party may designate as its new address(es) for such purpose by notice given to the other in accordance with this Section 15(e)):

Ifto the SCSA:

With copies to:
and:

Ifto Naming Rights Sponsor:
2102/45510-001 current/36514839v1
Santa Clara Stadium Authority
Attn: Executive Director
1500 Warburton Ave.

Santa Clara, CA 95050
Forty Niners SC Stadium Company LLC
Attn: Legal Affairs
4949 Centennial Blvd.

Santa Clara, CA 95054
Goldfarb & Lipman LLP
Attn: Karen Tiedemann
1300 Clay Street, 11th Floor
Oakland, CA 94612
Levi Strauss & Co.

Attn: Chief Executive Officer
1155 Battery Street
San Francisco, CA 94111
41 With copies to:
and
Proskauer Rose LLP
Attn: Jon H. Oram, Esq.

Eleven Times Square
New York, NY 10036
Levi Strauss & Co.

Attn: General Counsel
1155 Battery Street
San Francisco, CA 94111
(f) Severability. Should any provision of this Agreement be determined to be invalid for any reason, such invalidity shall not affect the validity of any other provisions, which other provisions shall remain in full force and effect as if this Agreement had been executed with the invalid provision eliminated, and it is hereby declared the intention of the Parties that they would have executed the other provisions of this Agreement without including therein any such provisions which may for any reason be hereafter determined invalid. (g) Assignment by the SCSA.
(i) The SCSA may not assign, sell, transfer, pledge, grant a security interest in, collaterally assign or otherwise encumber (in each case, "Assign") its interest in this Agreement or any of its rights hereunder and may not assign, delegate or otherwise transfer any of its obligations hereunder to any Person, in each case, without the prior written consent of the Naming Rights Sponsor (which may be withheld or conditioned in its sole discretion); provided, however, that (x) the SCSA may Assign (in whole or in part, by operation oflaw or otherwise), whether by security agreement, collateral assignment or transfer of any other kind (each an "Assignment"), all (but not less than all) its interest in this Agreement, upon written notice to (but without the prior written consent of) the Naming Rights Sponsor, to any Person in connection with a simultaneous Assignment to such Person of all of the SCSA's right, title and interest in both the Ground Lease and the Stadium Lease and (y) the SCSA shall have the right to assign all (but not less than all) of its right, title and interest in and to this Agreement to Forty Niners SC, upon written notice to (but without the prior consent of) the Naming Rights Sponsor, if the SCSA exercises the Stadium Authority Put Right (as such term is defined in the Stadium Lease), provided that such assignment occurs simultaneously with the SCSA's exercise of the Stadium Authority Put Right. In connection with any such Assignment that is permitted under clause (x) or (y) of the foregoing sentence, the SCSA shall require the assignee or transferee to be bound by all the terms and provisions hereof and assume all of the obligations of the SCSA hereunder from and after the date of such Assignment, pursuant to an instrument reasonably satisfactory to the Naming Rights Sponsor. In the event of such Assignment, the SCSA shall be relieved of any further obligations under this Agreement. (ii) Notwithstanding the first sentence of Section l 5(g)(i), the SCSA shall have the right to pledge, grant a security interest in or collaterally assign its interest in this Agreement and any or all of its rights under this Agreement, including, without limitation, its right to receive payments from Naming Rights Sponsor hereunder to any bank, lending or financing institution or any other lender or trustee or any source of or guarantor or insurer of any financing, or any trustee, collateral agent, fiduciary or other entity appointed in connection with 42 2102/45510-001 current/36514839v1
such financing (collectively, a "Finance Counterparty"), to secure any indebtedness of the SCSA, including any securitization (in each case, a "Financing"). If the SCSA notifies Naming Rights Sponsor of any such Assignment to a Finance Counterparty, then Naming Rights Sponsor shall, if and when requested by any such Finance Counterparty in writing, pay all amounts payable by Naming Rights Sponsor to the SCSA hereunder directly to such Finance Counterparty or designated servicer of any of the foregoing in accordance with written instructions provided by the SCSA. In connection therewith, Naming Rights Sponsor agrees to provide such further assurances and additional documentation as may be reasonably requested by any such Finance Counterparty; provided, however, that no such assurances or documentation shall in any way increase the Naming Rights Sponsor's obligations hereunder or create any new obligations of the Naming Rights Sponsor. Each Finance Counterparty shall have the right, but not the obligation, to remedy any default of the SCSA under this Agreement in accordance with the applicable cure provisions set forth herein, and, for such purpose, Naming Rights Sponsor hereby grants each Finance Counterparty such additional period of time as set forth below. Naming Rights Sponsor shall accept performance by any Finance Counterparty of any term, covenant, condition or agreement to be performed by the SCSA under this Agreement with the same force and effect as though performed by the SCSA. provided that in no event shall such additional period extend beyond ninety (90) days. No default of the SCSA under this Agreement shall exist or shall be deemed to exist (A) as long as any Finance Counterparty, in good faith, shall have commenced to cure such default within the above-referenced time period and shall be prosecuting the same to completion with reasonable diligence and, in any event, cures such default within one hundred eighty (180) days, or (B) if possession of the Stadium is required in order to cure such default, or if such default is not susceptible of being cured by a Finance Counterparty, as long as such Finance Counterparty, in good faith, shall have notified Naming Rights Sponsor that such Finance Counterparty intends to institute proceedings under the applicable security instruments, and, in any event, cures such default within one hundred eighty (180) days. (h) Assignments by Naming Rights Sponsor. The Naming Rights Sponsor shall not Assign its interest in this Agreement or any of its rights under this Agreement without the prior written consent of the SCSA (which may be given or withheld in its sole discretion); provided, however, that (i) Naming Rights Sponsor may Assign all or any portion of its interest in this Agreement to any successor, acquirer or transferee of Naming Rights Sponsor's business in connection with a merger, corporate restructuring, reorganization or consolidation or any sale or other transfer of all or substantially all of the Naming Rights Sponsor's assets, provided that (x) the assignee assumes in writing for the benefit of the SCSA all obligations in respect of the rights assigned or transferred to such assignee under this Agreement pursuant to an instrument reasonably satisfactory to the SCSA and (y) unless Naming Rights Sponsor's assignee or successor has a consolidated bona fide net worth, net of goodwill, equal to or greater than that of Naming Rights Sponsor at the time of such Assignment, such Assignment shall not relieve Naming Rights Sponsor of any of its obligations under this Agreement, (ii) Naming Rights Sponsor may Assign this Agreement to an Affiliate of Naming Rights Sponsor without the approval of the SCSA, provided that Naming Rights Sponsor shall remain responsible for all obligations of Naming Rights Sponsor under this Agreement and such Assignment shall not relieve Naming Rights Sponsor of any of its obligations under this Agreement, and (iii) the Naming Rights Sponsor shall have the right to pledge, grant a security interest in, collaterally assign or otherwise encumber its interest in this Agreement and any or all of its rights under this 43 2102/45510-001 current/36514839v1
Agreement as security for any indebtedness or other obligations of the Naming Rights Sponsor or any of its Affiliates.
(i) Substitute Entitlements.
(i) The Parties hereby acknowledge and agree that certain of the Naming Rights Entitlements may become unavailable during periods of the Term, including without limitation, as the result of changes to the NFL Rules or applicable Laws. Except as otherwise expressly provided in this Agreement, if any individual Naming Rights Entitlement becomes unavailable during the Term, then the SCSA shall provide to the Naming Rights Sponsor, as its sole and exclusive remedy for any such unavailability during such period of unavailability, substitute advertising or promotional inventory or other benefits or consideration (in each case, related to the Stadium) by the SCSA of an equal or comparable value, as mutually agreed upon by the Parties in good faith ("Substitute Entitlements"). If the SCSA is unable to provide Substitute Entitlements of equal or comparable value during such period of unavailability, then the Parties shall attempt in good faith to agree upon additional mutually acceptable Substitute Entitlements to be provided to Naming Rights Sponsor during other periods during the Term.

Alternatively, the Parties may mutually agree (each in its sole discretion) to extend some or all of the use of available Naming Rights Entitlements for additional periods to provide Naming Rights Sponsor advertising or promotional inventory or other benefits or consideration substantially equivalent to those that are unavailable during any given period. (ii) If the Parties are unable in good faith to agree on additional mutually acceptable Substitute Entitlements to be provided to Naming Rights Sponsor after thirty (30) days of good faith discussions, then, upon the written request of either Party, the Parties shall jointly retain a mutually acceptable third party with expertise in the valuation of sports media rights and/or sports promotional rights (the "Appraiser") to determine whether the proposed Substitute Entitlements have substantially the same sponsorship or promotional value as the unavailable Naming Rights Entitlements and, if not, to deliver a written report to Naming Rights Sponsor and the SCSA setting forth the Appraiser's determination of the difference between such values. If the Appraiser determines that the sponsorship or promotional value of the unavailable Naming Rights Entitlements exceeds that of the SCSA's proposed Substitute Entitlements, then the SCSA shall have the right to propose one or more additional Substitute Entitlements equal to the deficiency in value (and the provisions of this Section 15(i) shall again apply). The Appraiser's determination shall be binding on the Parties (absent manifest error).

Each of Naming Rights Sponsor and the SCSA shall be responsible for fifty percent (50%) of all costs and expenses incurred in connection with such Appraiser. Each Party shall be responsible for all other costs and expenses incurred by such Party in connection with the appraisal, including legal, accounting and expert fees.
(iii) Notwithstanding anything to the contrary in this Section 15(i), no right, benefit, privilege or other Naming Rights Entitlement shall be deemed to be "unavailable" for purposes of this Section 15 as a result of (A) any increase in the cost of obtaining, producing or providing such right, benefit, privilege or Naming Rights Entitlement, (B) the fact that it has become more difficult for the SCSA or any other Person to obtain, produce or provide such right, benefit, privilege or Naming Rights Entitlement, provided that it is still possible to obtain, produce or provide such right, benefit, privilege or Naming Rights Entitlement, or (C) such right, 44 2102/45510-001 current/36514839v1
benefit, privilege or Naming Rights Entitlement having been granted or provided to any other Person.
(iv) In the event of any amendment, modification, supplement or other change in any NFL Rule, or any implementation or application of any NFL Rule (including any change in any NFL Rule relating to the Super Bowl), at any time during the Term the effect of which would be to (A) prohibit, prevent or materially impede Naming Rights Sponsor from receiving any of the Naming Rights Entitlements or any other rights, benefits or privileges contemplated to be provided to the Naming Rights Sponsor hereunder during or otherwise with respect to any NFL games or NFL-organized events (including the Super Bowl or any event held in connection with the Super Bowl) or (B) otherwise reduce materially the value of the Naming Rights Entitlements or any other rights, benefits or privileges contemplated to be provided to the Naming Rights Sponsor hereunder and, for purposes of evaluating such reduction, without regard to the provisions of Section 15( c ), the Parties shall negotiate in good faith appropriate equitable adjustments in the other Naming Rights Entitlements and/or an appropriate reduction in the amount of Rights Fees payable by Naming Rights Sponsor hereunder. If the Parties are unable to agree on such appropriate equitable adjustments or an appropriate reduction in the Rights Fees, then the provisions of Section 15(i)(ii) shall apply. Notwithstanding the foregoing, if any amendment, modification, supplement or other change to NFL Rules during the Term shall be sufficiently fundamental to constitute a frustration of purposes for which the Naming Rights Sponsor entered into this Agreement, the Naming Rights Sponsor shall have the right to terminate this Agreement upon thirty (30) days' prior written notice to the SCSA, in which event neither Party shall have any further obligation to the other or rights hereunder other than those that expressly survive termination.

G) Media Releases. Any public statement, public announcement or other media release to be issued in connection with this Agreement must be approved by the Parties, in writing, prior to its release. The Parties will agree in advance on any press announcements regarding this Agreement, and the timing of the release of any such announcements. The Parties contemplate issuing a mutually approved press release following the Effective Date. (k) Headings. The Section headings in this Agreement are for convenience only and shall not be used in the interpretation nor considered part of this Agreement. (1) Survival. The provisions set forth in Sections 2( e ), 5( d)-(h), 6, 9( c ), 1 0(a), 1 0(h), lO(i), 12, 14 and 15 ( other than Section 15(i)) shall survive any expiration or termination of this Agreement. In addition, any payment obligation of either Party that (i) accrues or arises prior to or at the time of expiration or earlier termination of this Agreement and (ii) that is contemplated under the terms of this Agreement to be paid after such expiration or earlier termination shall survive such expiration or earlier termination until paid. (m) Entire Agreement and Effect. This Agreement, including all Schedules and Exhibits hereto, constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, including the LOI. All representations and negotiations relative to the matters contemplated by this Agreement are merged herein, and there are no contemporaneous understandings or agreements relating to the matters set forth herein other than those incorporated herein. 45 2102/45510-001 current/36514839v1
Notwithstanding the foregoing, this Agreement shall not supersede the Sponsorship Agreement, which is separate from this Agreement and is not in any way modified or otherwise affected hereby.
(n) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of laws provisions. FOR PURPOSES OF SECTION l 5(V) AND TO ENFORCE OR CONFIRM ANY ARBITRATION AW ARD RENDERED PURSUANT TO SECTION 14, EACH OF THE

PARTIES AGREES TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE

COURTS LOCATED IN SANTA CLARA COUNTY, CALIFORNIA AND THE UNITED

STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA (AND

ALL APPELLATE COURTS THEREFROM), AND WAIVES ANY OBJECTION BASED ON

VENUE OR FORUM NON CONVENIENS WITH RESPECT TO ANY ACTION INSTITUTED IN SUCH COURTS.
( o) Amendments/Modification. This Agreement may not be amended or modified except by written agreement executed by both Parties.
(p) Execution In Counterpart. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This Agreement may be executed and delivered by facsimile signature, which signature shall be deemed to be an original. An electronic, PDF or facsimile copy of a signed counterpart of this Agreement shall be deemed, and shall have the same legal force and effect as, an original document.
(q) Exculpation.
(i) Naming Rights Sponsor agrees that in pursuing its rights and remedies against the SCSA under this Agreement, it shall look only to the SCSA or its property for the satisfaction of Naming Rights Sponsor's remedies or for the collection of a judgment ( or other judicial process) requiring the payment of money by the SCSA in the event of any default by the SCSA hereunder, and Naming Rights Sponsor will not have recourse against or otherwise look to the property or assets of any the SCSA's officers, directors (whether disclosed or undisclosed) or employees, or any of the officers, directors or principals (whether disclosed or undisclosed) of any entity or public body which is an Affiliate of the SCSA. (ii) The SCSA agrees that in pursuing its rights and remedies against the Naming Rights Sponsor under this Agreement, it shall look only to the Naming Rights Sponsor or its property for the satisfaction of the SCSA' s or for the collection of a judgment ( or other judicial process) requiring the payment of money by such the Naming Rights Sponsor in the event of any default by the Naming Rights Sponsor hereunder, and the SCSA will not have recourse against or otherwise look to the property or assets of any of the Naming Rights Sponsor's officers, directors, employees, shareholders, subsidiaries or other Affiliates for any reason whatsoever.
(r) No Inferences Against Author. Each Party acknowledges that this Agreement was fully negotiated by the Parties and agrees, therefore, that no provision of this Agreement shall be 46 2102/45510-001 current/36514839v1
interpreted against any Party because such Party or its counsel drafted such provision. No prior draft of this Agreement, nor any negotiations or proceedings in pursuit of this Agreement, shall be offered or received as evidence to explain, construe, interpret, contradict or clarify the terms of this Agreement or the intent of the Parties or their counsel. (s) Prevailing Party Fees. In the event that any dispute resulting in an arbitration in accordance with Section 14 or a proceeding for interim equitable relief in accordance with Section 15(v) arises out of this Agreement between the Parties hereto, the non-prevailing Party shall pay the prevailing Party's reasonable attorneys' fees and expenses incurred in connection with such arbitration or proceeding.
(t) WAIVER OF JURY TRIAL. THE PARTIES WAIVE ANY RIGHTS TO A

TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY

ANY OF THE PAR TIES AGAINST ANY OTHER PARTY ON, OR IN RESPECT OF, ANY

MATTER WHATSOEVER ARISING OUT OF OR IN ANYWAY CONNECTED WITH

THIS AGREEMENT OR ANY DOCUMENT OR INSTRUMENT DELIVERED IN

CONNECTION WITH THIS AGREEMENT, THE RELATIONSHIP OF PAR TIES HEREUNDER, AND/OR ANY CLAIM OF INJURY OR DAMAGE.
(u) Stadium Authority Approval. Whenever this Agreement calls for the SCSA's approval, consent, or waiver, the written approval, consent or waiver of the Executive Director of the SCSA, or his or her designee, shall constitute the approval, consent or waiver of the SCSA, without further authorization required from the Board of the SCSA. The SCSA shall authorize the Executive Director, or his or her designee, in this Agreement to deliver such approvals or consents as are required by this Agreement, or to waiver requirements under this Agreement, on behalf of the SCSA.
(v) Equitable Relief.
(i) Naming Rights Sponsor acknowledges that the rights granted by the SCSA to the Naming Rights Sponsor under this Agreement possess a special, unique and extraordinary character that makes difficult the assessment of monetary damage that would be sustained by the SCSA as a result of any breach or threatened breach by Naming Rights Sponsor of this Agreement. Accordingly, the SCSA shall have the right, in addition to such other contractual, legal and equitable rights and remedies that may be available, during the Term and after the termination or expiration of this Agreement, to take such steps as are necessary to prevent such actual or threatened breach, including petitioning a court of competent jurisdiction for a temporary restraining order or a preliminary injunction and/or a decree for specific performance in aid of arbitration, in each case without being required to prove actual damages or furnish a bond or other security.
(ii) The SCSA acknowledges that the rights granted by Naming Rights Sponsor to the SCSA under this Agreement possess a special, unique and extraordinary character that makes difficult the assessment of monetary damage that would be sustained by the Naming Rights Sponsor as a result of any breach or threatened breach by the SCSA under this Agreement. Accordingly, the Naming Rights Sponsor, in addition to such other contractual, legal and equitable rights and remedies that may be available, during the Term and after the 47 2102/45510-001 current/36514839v1
termination or expiration of this Agreement, shall have the right to take such steps as are necessary to prevent such actual or threatened breach, including petitioning a court of competent jurisdiction for a temporary restraining order or a preliminary injunction and/or a decree for specific performance in aid of arbitration, in each case without being required to prove actual damages or furnish a bond or other security.
(w) Waiver ofJmmunity. The SCSA hereby unconditionally and irrevocably (i) agrees that the execution, delivery and performance by it of this Agreement constitute private, proprietary, and commercial acts rather than public or governmental acts; (ii) agrees that should any action, arbitration, litigation or other proceeding be brought against the SCSA or its assets in relation to this Agreement or any transaction contemplated hereunder, no immunity (sovereign or otherwise) from such action, arbitration, litigation or proceeding (which shall be deemed to include suit, attachment prior to judgment, other attachment, the obtaining of judgment, execution or other enforcement) shall be claimed by or on behalf of the SCSA or with respect to its assets; (iii) waives any such right of immunity (sovereign or otherwise) which the SCSA or its assets now has or may acquire in the future; and (iv) consents to the enforcement of any arbitral award or judgment against the SCSA in any such action, arbitration, litigation or proceeding and to the giving of any relief or the issue of any process in collection with any such action, arbitration, litigation or proceeding.
(x) Further Assurances. Each of the Naming Rights Sponsor and the SCSA shall execute, acknowledge and deliver, without additional consideration, such further assurances, instruments and documents, and shall take such further actions, as the other party shall reasonably request in order to fulfill the intent of this Agreement and the transactions contemplated hereby.
(y) Time Is ofthe Essence. With regard to all dates, deadlines and time periods set forth or referred to in this Agreement, time is of the essence. [Signature Pages Follow]
48 2102/45510-001 current/36514839v1
IN WITNESS WHEREOF, the Parties have executed this Agreement, effective as of the Effective Date.

SANTA CLARA STADIUM AUTHORITY
a joint exercise of powers entity,
created through Government Code Section 6500 et seq.

APPROVEP A} TO FORM
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RJCJo E.~KY, JR.

Authority General Counsel
Authority Secretary
Naming Rights Agreement
Executive Director
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
Date I
Naming Rights Agreement
SCHEDULE 1

NAMING RIGHTS ENTITLEMENTS
During each Contract Year of the Term:

1. Signage.
(a) Landmark Integration.
(i) Club Entitlement. Naming Rights Sponsor shall have exclusive brand and name recognition in the approximately 23,000 square foot space located on the 400 level on the east side of the Stadium, which is currently referred to colloquially as the "Loft Club" (the "Club Space"). The name of the Club Space will be mutually agreed upon by the Parties (such as "Club 501" or "Denim Lounge"), and the Club Space will have a capacity of approximately 2,400 patrons. To the extent practicable, the Stadium Name and Stadium Logo will be displayed in all print, online and on-site references under the SCSA's control to refer to Naming Rights Sponsor's brand and name recognition of such club. Naming Rights Sponsor's logo shall be included on all direction, identification and entrance signage at the Stadium that refers to the Club Space. Details and implementation of such naming and branding rights will be mutually determined and agreed upon and may include, by way of example, wall graphics, furniture accents, fixed/digital displays, logo inclusion on food service items, and staff uniforms (if different than the uniforms described in paragraph (iii) below). All other advertising, sponsorship and promotional activities in the Club Space shall be subject to approval by Naming Rights Sponsor in its reasonable discretion. Naming Rights Sponsor shall receive, at no charge, at least twenty (20) passes to the club for each Stadium event. (ii) Levi's Branded Apparel in Club Space. Naming Rights Sponsor shall have the right to provide, at Naming Rights Sponsor's cost, branded apparel containing Naming Rights Sponsor Marks for all Stadium employees' (such as Levi's club service crew), subject to the SCSA and Forty Niners SC approval of the design of such apparel (not to be unreasonably withheld). The SCSA will require such employees (such as Levi's club service crew) to wear such apparel during all NFL Team Games and Non-NFL Events at the Stadium. (iii) Uniforms for Stadium Personnel. The Stadium Name or Stadium Logo shall be included on all uniforms of Stadium personnel, including ushers, concession services personnel, security personnel, premium level service staff and maintenance crew, subject to approval by the applicable vendors if and to the extent required by the applicable vendor contracts. The SCSA will require such personnel to wear such uniforms during all NFL Team Games and Non-NFL Events at the Stadium.

For the avoidance of doubt, except as expressly set forth in this Agreement or the Sponsorship Agreement, nothing in this Agreement shall be construed to require any person to wear or use any product of Naming Rights Sponsor or to wear any branded apparel.

Schedule 1-1
2102/45510-001 current/36514839v1
(b) Exterior Stadium Signage. Naming Rights Sponsor shall receive:
(i) Suite Tower- Marquee Sign. One (1) primary exterior stadium identification banner sign displaying the Stadium Name in large lettering (the "West Side Lettering"). Such sign shall be a minimum of seven (7) feet tall and will be of a proportionate length (approximately 160 feet), and will be illuminated 365 days per year from sundown until midnight.*
(ii) Suite Tower -Theme Graphics. Two (2) theme graphics on either side of marquee banner shall include the Stadium Name and/or Stadium Logo.* (iii) East Fa9ade Marquee Sign. One (1) large centered sign across the eastfacing exterior displaying the Stadium Name in large lettering (the "East Side Lettering" and, together with the West Side Lettering, the "Stadium Name Lettering"), visible to surrounding corporate and residential areas. *
(iv) Stadium Gate Signage. Signs at each of four (4) gates displaying "Levi's Stadium" in three-dimensional metal letters across face. * (v) Street_Level- Pole Banners. Flag signage displaying Stadium Name or Stadium Logo digitally printed on banner fabric hung from all light poles on the Premises. * (vi) Street_Level - Wayfinding. The Stadium Name will be included on all informational and navigational signage placed along the Stadium's perimeter. (c) Interior Stadium Signage. Naming Rights Sponsor shall be permitted to display in Stadium:
(i) Two (2) primary seating bowl stadium identification channel cut or panel signs above the Stadium scoreboards displaying the Stadium Name. Each sign will be a minimum often (10) feet tall and will span the length of the scoreboard (approximately 190 feet). The signage will face the inner bowl of the Stadium and will be illuminated during all Stadium events. *
(ii) Canopy signs located on top of each of three field tunnels, which signage shall be subject to any required approvals of the NFL. * (iii) The Stadium Name will be included on all informational and navigational signage placed in the Stadium's main and upper concourses. The final signage package shall be mutually determined by the Parties.
( d) Stadium Site Signage.
(i) Stadium Parking Signage. "Levi's Stadium" inclusion on all informational and navigational signage placed in Stadium's complete parking overlay on Non-NFL Event days.

Schedule 1-2
2102/45510-001 current/36514839v1
(ii) Stadium Construction Site Signage. The SCSA shall display temporary signage with the phrase "Future Horne of Levi's Stadium" around the Stadium site, including at the intersection of Tasman and Marie P. DeBartolo Way.

Naming Rights Sponsor acknowledges and agrees that certain of the signage set forth in clause (d)(i) is intended to be displayed in areas of the parking overlay that are outside of the Premises and outside the control of SCSA (such areas, the "Off Premises Parking Areas").

Naming Rights Sponsor further acknowledges that the SCSA's obligation to provide the signage set forth in clause (d)(i) in the Off Premises Parking Areas is expressly limited to the SCSA's obligation to use commercially reasonable efforts to obtain and display such signage, without having to incur any additional out-of-pocket cost.

2. Media. The following media assets shall be provided during each Contract Year of the Term:
(a) Press Backdrop. Stadium Logo inclusion on press backdrop to be used at all Stadium-related press conferences, except where inclusion would not be practical or appropriate, as one (1) of two (2) press backdrop partners, the other currently being SAP, with each such partner having equal prominence relative to individual logo size, logo quantities and logo placements.
(b) Stadium Online Portal. URL shall include the Stadium Name, and Naming Rights Sponsor shall receive significant content and advertising presence on Stadium's home page of the Stadium Website.
(c) Stadium Construction Web Cam. Naming Rights Sponsor shall receive live streaming of the Stadium construction site for duration of construction period. ( d) Stadium Social Media. If Stadium has social media platforms, all such platforms will include the Stadium Name and Stadium Logo, except where inclusion would not be practical or appropriate.
(e) Stadium Corporate Collateral. Stadium Name shall be included on all Stadium event and other collateral used by the SCSA, such as press releases, letterhead, business cards, credentials, will call envelopes, media credentials vehicles, equipment, tickets, ticket stock and parking passes, except where inclusion of such name would not be practical or appropriate.

There shall be no commercial advertising on or adjacent to the Team's lockers. (t) Pre-Opening Promotion. The SCSA shall use commercially reasonable efforts to include Naming Rights Sponsor in all press events, media opportunities and other public events and announcements related to the Stadium prior to the Opening Date. (g) Launch Event. The "launch event" which was held on May 8, 2013.

3. Corporate Stadium Events. The Naming Rights Sponsor shall have the right to host up to four ( 4) private events per year at the Stadium (by way of example only, conferences, holiday parties, etc.) No fee shall be charged for event space use, but all other reasonable out-of-pocket costs of event shall be reimbursed by Naming Rights Sponsor, including all reasonable Schedule 1-3
2102/45510-001 currenU36514839v1
out-of-pocket costs related to event staffing, parking, food and beverage service, security, clean-up, operations and other expenses incurred by Naming Rights Sponsor in connection with its use of the Stadium. The dates for which Naming Rights Sponsor will have the right to host such events at the Stadium, in each Contract Year, will be mutually agreed to by the Parties.

Naming Rights Sponsor agrees to give the SCSA at least three (3) months' advance notice of such dates: provided, however, that if Naming Rights Sponsor does not give such advance notice to the SCSA, the SCSA shall not be responsible for unavailability of the Stadium which results in Naming Rights Sponsor receiving less than four (4) opportunities. Naming Rights Sponsor will be required to maintain such liability insurance reasonably requested by the SCSA covering such event of the same type and having the same limits as other licensees of the Stadium that use the Stadium for a similar purpose, and Naming Rights Sponsor shall provide the SCSA with all certificates of insurance evidencing such insurance. Naming Rights Sponsor shall provide the SCSA with copies of all governmental permits that are generally required to be obtained by third party users of the Stadium in order to conduct the applicable event. Naming Rights Sponsor shall indemnify, defend and hold harmless the SCSA Indemnified Parties from and against all Losses arising out of any claim against any SCSA Indemnified Party made by a third party, resulting from, imposed upon, asserted against or incurred in connection with, arising out of or relating to any such private event, except, in each case, to the extent such Losses were the result of any negligence, misconduct, error or omission by any SCSA Indemnified Party.

4. Sustainability Initiative. The SCSA directly or through its appointed designee shall design a co-branded sustainability program that is consistent with Naming Rights Sponsor's objectives and approved by Naming Rights Sponsor.

5. Suite Tickets to Stadium Events. In addition to the Suite tickets for NFL Team Games which Naming Rights Sponsor will receive pursuant to the Sponsorship Agreement, Naming Rights Sponsor will receive thirty-two (32) admission tickets (plus eight (8) passes for standing room) to one double executive suite# Tl-17/Tl-18 at the Stadium for all Non-NFL Events, other than events for which no tickets are sold to the public, such as political and private conventions, trade shows and civic events. Due to the potential logistical and contractual limitation and characteristics of certain Non-NFL Events, the location of such suite for certain Non-NFL Events ( other than the Super Bowl) may be other than the location provided pursuant to the Sponsorship Agreement, provided that the site and location of such suite shall be comparable to Suite # Tl-17 / T-18. In no event shall the Naming Rights Sponsor's suite be used by other Person without Naming Rights Sponsor's prior written consent, not to be unreasonably withheld.

6. Club Seat Tickets to Stadium Events. In addition to the Club Seat tickets for NFL Team Games which Naming Rights Sponsor will receive pursuant to the Sponsorship Agreement, Naming Rights Sponsor will receive an equal number of Club Seat tickets as set forth in the Sponsorship Agreement in comparable locations for all Non-NFL Events, other than events for which no tickets are sold to the public such as political and private conventions, trade shows and civic events. Due to the potential logistical and contractual limitations and characteristics of certain Non-NFL Events, the location of such Club Seat tickets may be other than in the locations provided pursuant to the Sponsorship Agreement, provided that such location shall be comparable to those provided under the Sponsorship Agreement.

Schedule 1-4
2102/45510-001 current/36514839v1

7. Annual Naming Rights Review. The SCSA shall provide, at its sole cost and expense, the Naming Rights Sponsor with an annual review of the Naming Rights Entitlements. Subject to Naming Right Sponsor's request and availability of alternate assets, the SCSA and Naming Rights Sponsor will discuss and mutually agree on reasonable asset adjustments to provide Naming Rights Sponsor with assets of comparable value, including the replacement of any assets that have become obsolete or that are no longer useful to or desired by the Naming Rights Sponsor. The Naming Rights Sponsor may request that the SCSA replace any such assets with other assets, provided that any replacement shall require the mutual agreement of the SCSA and the Naming Rights Sponsor. In addition, the SCSA, at its sole cost and expense, shall provide the Naming Rights Sponsor with a comprehensive annual performance audit and valuation conducted by a mutually agreed upon third party, comprised of impressions review and estimated equivalent media value across mediums for all impressions generated through the Naming Rights Sponsors Entitlements. The Parties acknowledge that Forty Niners SC ( or such other entity designated by the SCSA) may provide such annual review on behalf of the SCSA, and such annual review may be performed in conjunction with the annual review to be provided by Forty Niners SC to Naming Rights Sponsor pursuant to the Sponsorship Agreement.

The SCSA shall have the right to pre-approve (i) the form and content of all artwork, advertising and other items created by or for Naming Rights Sponsor under this Agreement, and (ii) the design and content of all signage or other promotional materials. Such approval shall not be unreasonably withheld, conditioned or delayed. After any such approval has been granted, the Naming Rights Sponsor may continue to use such artwork, advertising, signage or other promotional materials in accordance with this Agreement, and the SCSA may not withdraw such approval so long as such artwork, advertising, signage or other promotional material does not depart in any material respect from the item as originally approved. For the avoidance of doubt, the SCSA shall have no right to approve the Naming Rights Sponsor's exercise or exploitation of any rights, benefits or privileges it may have or be entitled to under the Sponsorship Agreement.

Schedule 1-5
2102/45510-001 current/36514839v1
SCHEDULE2

NAMING RIGHTS SPONSOR MARKS
LEVI'S®
Schedule 2
2102/45510-001 current/36514839v1

FIRST AMENDMENT TO NAMING RIGHTS AGREEMENT
This First Amendment to Naming Rights Agreement (“First Amendment”), effective as of January 30, 2024 (the “First Amendment Effective Date”), amends the Naming Rights Agreement entered into as of May 9, 2013 (the “Agreement”), by and between Santa Clara Stadium Authority (the “SCSA”) and Levi Strauss & Co. (“Naming Rights Sponsor”). Capitalized terms not defined herein have the meanings ascribed in the Agreement.

WHEREAS, the SCSA and Naming Rights Sponsor have entered into the Naming Rights Agreement pursuant to which SCSA granted the Naming Rights Entitlements to Naming Rights Sponsor for a term of 20 years;
WHEREAS, the Naming Rights Agreement is currently scheduled to expire on February 28, 2034;
WHEREAS, the Parties wish to extend the Term for 10 additional years; and WHEREAS, the Parties have agreed to modify certain terms of the Agreement to reflect the extension of the Term and a one-time right for Naming Rights Sponsor to receive Enhanced Signage (as defined below) installed at no cost to Naming Rights Sponsor.

NOW THEREFORE, in consideration of the mutual representations, warranties, promises and obligations set forth herein, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Section 2(f) of the Table of Contents of the Agreement shall be deleted and replaced with the following:
“(f) Reserved.”

2. In Section 1 of the Agreement, the term “Final Contract Year” shall be amended and restated in its entirety as follows:
““Final Contract Year” means the final Contract Year under this Agreement, which is currently scheduled to end on the Expiration Date, but as it may be extended pursuant to Section 8(d) or 9(b).”

3. Section 2(a) of the Agreement shall be amended in its entirety and restated as follows:
“(a) Term. The initial term of this Agreement shall commence on the Effective Date and shall end on the last day of the twentieth (20th) Contract Year (the “Initial Term”), unless earlier terminated or extended in accordance with the terms of this Agreement. Following the Initial Term, this Agreement shall continue for an additional ten (10) Contract Years (the “Extended Term”), and shall expire on the last day of the thirtieth (30th) Contract Year (such last day, the “Expiration Date”), unless earlier terminated or extended in accordance ,7190436Ā-6:25782Ā/,(Ā'$&$ &'Ȁ!,,*Ȁ#+%&Ȁ)',&Ȁ#,,"$".$)-$& ---
2 with the terms of this Agreement. The Initial Term and the Extended Term shall collectively be referred to herein as the “Term”.”

4. Section 2(f) of the Agreement shall be deleted in its entirety and replaced with the following:
“(f) Reserved.”

5. Section 2(g) of the Agreement shall be deleted in its entirety and replaced with the following:
“(g) Right of First Negotiation. Not later than the last day of the twenty-seventh (27th) Contract Year, the Naming Rights Sponsor may, in its sole discretion, provide the SCSA with written notice (the “SCSA Extension Notice”) of its intention to negotiate with the SCSA for a new naming rights agreement or an extension of this Agreement, in either case, to commence on the day immediately following the end of the Final Contract Year.

Provided that Sponsor has provided a similar written notice to Forty Niners SC (“Forty Niners SC Extension Notice”) pursuant to Section 2(g) of the Sponsorship Agreement, the SCSA and the Naming Rights Sponsor shall negotiate in good faith for a period of sixty (60) days from the date on which the Naming Rights Sponsor delivers such written notice (the “Negotiating Period”) with respect to such new naming rights agreement or extension.

If either the SCSA Extension Notice or the Forty Niners SC Extension Notice has not been timely delivered, then SCSA shall have no obligations under this Section 2(g). During and prior to the Negotiating Period, the SCSA may not, directly or indirectly (including through Forty Niners SC, TeamCo or any of their Affiliates), negotiate with, or solicit or respond to proposals from, any Person (other than the Naming Rights Sponsor) with respect to any agreement or arrangement that would prevent the SCSA from granting Naming Rights Sponsor the Naming Rights Entitlements. Notwithstanding anything to the contrary in this Section 2(g) or any other provision of this Agreement, if the SCSA and the Naming Rights Sponsor do not enter into a binding agreement with respect to such new naming rights agreement or extension by the end of the Negotiating Period, the SCSA shall be free to negotiate and enter into any agreement with any third party without future notice or obligation to the Naming Rights Sponsor. Notwithstanding the foregoing, Naming Rights Sponsor shall have no right under this Section 2(g) to enter into an extension of this Agreement unless it is entering into a contemporaneous extension of the Sponsorship Agreement.”

6. The following new Section 3(i) shall be added to the end of Section 3 of the Agreement:
“(i) Enhanced Signage Following Tenth Contract Year. Following the tenth Contract Year, the SCSA shall provide Naming Rights Sponsor with a one-time enhancement of the following signage: (i) the Stadium Name Lettering (as defined in Section 1(b)(iii) of Schedule 1 of the Agreement), and (ii) the two (2) signs above the Stadium scoreboards set forth in Section 1(c)(i) of Schedule 1 of the Agreement (clauses (i) and (ii), collectively, the “Enhanced Signage”). A preliminary design of the Enhanced Signage is attached hereto as Schedule 3. The Enhanced Signage will be equal or superior in quality and functionality ,7190436Ā-6:25782Ā/,(Ā'$&$ &'Ȁ!,,*Ȁ#+%&Ȁ)',&Ȁ#,,"$".$)-$& 3 to comparable signage installed during the past five (5) years at other stadiums in which NFL clubs play their home games and is anticipated to cost approximately $3,000,000.

The size and design of the Enhanced Signage shall be mutually agreed upon by the Parties and shall be installed in connection with the replacement of the videoboards (which form part of the scoreboards). Notwithstanding the foregoing, the parties agree that the size of the signage above the replacement Stadium scoreboards will be at least proportionately the same as the current signage is in relation to the current scoreboards, and that it will be installed at the same location as the current signage. The SCSA shall work with Forty Niners SC to cause the construction and installation of the Enhanced Signage to be completed by no later than December 31, 2025. The construction and installation of the Enhanced Signage shall be without cost to Naming Rights Sponsor. Naming Rights Sponsor understands that SCSA and Forty Niners SC have concurrently entered into a cost allocation agreement amongst themselves for the design and installation of the Enhanced Signage described in this Section 3(i). After the installation of the Enhanced Signage, in the event that circumstances arise where SCSA determines that it may be in the Parties’ mutual interest to replace the Enhanced Signage, or any subsequent replacement thereof, upon written notice to the Naming Rights Sponsor, the Parties agree to meet and confer to discuss such potential replacement, including possible terms for the sharing the costs of such a project between the Parties. For the avoidance of doubt, nothing in the foregoing sentence is intended to modify (x) SCSA’s responsibilities to clean, repair and maintain the Enhanced Signage at its cost, or the Naming Rights Sponsor’s rights to replace, update, change, refresh or refurbish the Enhanced Signage at its cost, in each case, as more specifically provided in Section 5(f) of this Agreement or (y) any of SCSA’s responsibilities under Section 8 of this Agreement.”

7. The last five rows of the table in Section 5(b) shall be deleted and replaced with the following:

Twenty-first Contract Year $10,367,078
Twenty-second Contract Year $10,678,091
Twenty-third Contract Year $10,998,434
Twenty-fourth Contract Year $11,328,387
Twenty-fifth Contract Year $11,668,238
Twenty-sixth Contract Year $12,018,285
Twenty-seventh Contract Year $12,378,834
Twenty-eighth Contract Year $12,750,199
Twenty-ninth Contract Year $13,132,705
Thirtieth Contract Year $13,526,686

8. The SCSA represents and warrants to Naming Rights Sponsor the following, in each case as of the First Amendment Effective Date:
(a) The SCSA is a joint powers authority with full power and authority to enter into and fully perform its obligations under this First Amendment. The execution and delivery of this First Amendment on behalf of the SCSA has been duly ,7190436Ā-6:25782Ā/,(Ā'$&$ &'Ȁ!,,*Ȁ#+%&Ȁ)',&Ȁ#,,"$".$)-$& 4 authorized, and no consent or approval of any other Person is required for execution, delivery or performance by the SCSA of this First Amendment. (b) This First Amendment has been duly executed and delivered by the SCSA and constitutes a legal and binding obligation of the SCSA enforceable in accordance with its terms, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally and for limitations imposed by general principles of equity. (c) The execution, delivery and performance of this First Amendment by the SCSA (i) do not and will not conflict with the joint powers agreement or other governing documents of the SCSA, (ii) do not and will not conflict with any applicable Law in effect as of the First Amendment Effective Date, and (iii) do not and will not conflict with, or result in the breach, acceleration, cancellation or termination of, or constitute a default under, any material lease (including the Ground Lease and the Stadium Lease), agreement, note, bond, mortgage, indenture, deed of trust, license, franchise commitment or other instrument (including any financing document), or any order, judgment or decree, to which the SCSA is a party or by which the SCSA is bound, except in each case in clauses (i)-(iii) for any of the foregoing that could not reasonably be expected to materially and adversely affect the Naming Rights Sponsor’s rights under the Agreement (as amended by this First Amendment).
(d) All votes, approvals and proceedings required to be taken by or on behalf of the SCSA to authorize the SCSA to execute and deliver this First Amendment and to perform its covenants, obligations and agreements hereunder have been duly taken, and no consent or approval to the execution and delivery of this First Amendment by the SCSA or the performance by the SCSA of its covenants, obligations and agreements hereunder are required from the SCSA’s board of directors, any other governing body of the SCSA, the Santa Clara City Council, any Landlord Affiliate or any other governmental entity or other Person. (e) Forty Niners SC has, to the extent required by the Stadium Lease or any other agreement or arrangement, authorized the SCSA to enter into this First Amendment and to grant to the Naming Rights Sponsor all of the rights, benefits, privileges and Naming Rights Entitlements contemplated to be granted to the Naming Rights Sponsor under the Agreement (as amended by this First Amendment).
(f) Except as provided in the following sentence, the SCSA is not a party to or otherwise bound by any agreement regarding the Stadium Naming Rights or any promotion of or advertising relating to the Stadium that, in each case, conflicts with the provisions of this First Amendment or otherwise impairs any of the Naming Rights Entitlements, rights or other benefits Naming Rights Sponsor is entitled to receive under the Agreement (as amended by this First Amendment).

Naming Rights Sponsor acknowledges and accepts the potential limitations on ,7190436Ā-6:25782Ā/,(Ā'$&$ &'Ȁ!,,*Ȁ#+%&Ȁ)',&Ȁ#,,"$".$)-$& 5 its Naming Rights Entitlements set forth in that certain Stadium Agreement between United States Soccer Federation Inc. and Forty Niners Stadium Management Company LLC, entered into in 2018, as amended by that certain Addendum to Hosting Agreements FIFA World Cup 2026, entered into in June of 2022.

9. Naming Rights Sponsor represents and warrants to the SCSA the following, in each case as of the First Amendment Effective Date:
(a) Naming Rights Sponsor is a corporation in good standing under the laws of the State of Delaware and is duly authorized to transact business in the State of California. The Naming Rights Sponsor has sufficient power and authority to enter into and fully perform its obligations under this First Amendment. The execution and delivery of this First Amendment on behalf of Naming Rights Sponsor has been duly authorized by Naming Rights Sponsor and no consent or approval of any other Person is required for execution of and performance by Naming Rights Sponsor of this First Amendment.
(b) This First Amendment has been duly executed and delivered by the Naming Rights Sponsor and constitutes a legal and binding obligation of the Naming Rights Sponsor enforceable in accordance with its terms, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally and for limitations imposed by general principles of equity.
(c) The execution, delivery and performance of this First Amendment by the Naming Rights Sponsor (i) do not and will not conflict with the certificate of incorporation or bylaws of the Naming Rights Sponsor, (ii) do not and will not conflict with any applicable Law in effect as of the First Amendment Effective Date, and (iii) do not and will not conflict with, or result in the breach, acceleration, cancellation or termination of, or constitute a default under, any material lease, agreement, note, bond, mortgage, indenture, deed of trust, license, franchise commitment or other instrument (including any financing document), or any order, judgment or decree, to which the Naming Rights Sponsor is a party or by which the Naming Rights Sponsor is bound, except in each case in clauses (i)-(iii), for any of the foregoing that could not reasonably be expected to materially and adversely affect the SCSA’s rights under the Agreement (as amended by this First Amendment).

10. Except as expressly set forth in this First Amendment, all other terms and conditions of the Agreement shall remain in full force and effect.
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6 Levi's Stadium - Sponsorship Signage
the west span little over 3.5 bay
SCHEDULE 3
2024 0102

CURRENT - WEST ELEVATION ENLARGED - WEST ELEVATION

CURRENT - WEST ELEVATION SIGNAGE SURFACE
AREA APPROX. 1400 SQ FT.

NOTE: ENLARGED STATIC SIGNAGE IS APPROX. 20-25% LARGER
THAN CURRENT SIGNAGE. SURFACE AREA IS APPROX. 2,600 SQ. FT.CURRENT LEVI'S SIGNAGE = 18'-0" VERTICALENLARGED LEVI'S SIGNAGE = 22'-0" VERTICAL [+4' HT VERTICAL] Note: Potential impact the louvers with signage increase in size. The current sign location is where the fresh air intake is for the smoke evac systems lives.
32'-0" 32'-0" 32'-0"
SIGNAGE SURFACE AREA the west span little over 3.5 bay 16'-0" 32'-0" 32'-0" 32'-0" 16'-0" SIGNAGE SURFACE AREA LEVEL 900LEVEL 800

SOFFIT DATAUM

STRUCTURTAL BAY

STRUCTURTAL BAY

STRUCTURTAL BAY

STRUCTURTAL BAY
APPROX. 18'-0"

STRUCTURTAL BAY

STRUCTURTAL BAY

STRUCTURTAL BAY

STRUCTURTAL BAY
APPROX. 22'-0"
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32 + 64 + 64 - would be the larger side basedon availiblity of the space 2024 0102

CURRENT - EAST ELEVATION ENLARGED - EAST ELEVATION
NOTE: CURRENT SURFACE AREA FOR SIGNAGE IS APPROX 480 SQ FT. NOTE: ENLARGED SIGNAGE IS APPROX. 30-35% LARGER THAN CURRENT SIGNAGE. SURFACE AREA: APPOX 1280 SQ. FT.CURRENT LEVI'S SIGNAGE = 10'-0" VERTICALENLARGED LEVI'S SIGNAGE = 16'-0" VERTICAL [+6' HT VERTICAL] 32 + 64 + 64 - would be the larger side basedon availiblity of the space 32'-0" 16'-0" 32'-0"
APPROX. 16'-0"
16'-0" 16'-0" 16'-0"
APPROX. 10'-0"

STRUCTURTAL BAY

STRUCTURTAL BAY

STRUCTURTAL BAY

STRUCTURTAL BAY

STRUCTURTAL BAY

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SPEAKER [BOTH ENDS]
" CURRENT BOARD SIZE - 0 '
66 20'-0" 200'-0" 20'-0"
2024 0102
ENLARGED BOARD + CURRENT SIGNAGE ENLARGED BOARD + ENLARGED SIGNAGE NOTE: SIGNAGE SURFACE AREA: APPROX 1,800 SQ FT.CURRENT LEVI'S SIGNAGE = 18'-0" VERTICALENLARGED LEVI'S SIGNAGE = 28'-0" VERTICAL [+10' HT VERTICAL] NOTE: ENLARGED SIGNAGE IS APPROX. 50-55% LARGER THAN CURRENT SIGNAGE. SURFACE AREA: APPROX 4000 SQ. FT.

OUTLINE OF SURACE AREA
200'-0" 20'-0" 20'-0"

CURRENT BOARD SIZE
SPEAKER [BOTH ENDS]
200'-0" 20'-0" 20'-0"

CURRENT BOARD SIZE

OUTLINE OF SURACE AREA
SPEAKER [BOTH ENDS]
APPRO 66'-0" X18'-0"
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LEVI’S STADIUM NAMING RIGHTS EXTENSION AND

ENHANCED SIGNAGE PROJECT

IMPLEMENTATION AGREEMENT
This Levi’s Stadium Naming Rights Extension and Enhanced Signage Project Implementation Agreement ("Agreement") is entered into effective as of January 30, 2024 (“Effective Date”), by and between the Santa Clara Stadium Authority ("SCSA"), and Forty Niners SC Stadium Company LLC ("StadCo"), (sometimes referred to collectively herein as the "Parties"), with reference to the following facts:

RECITALS
A. SCSA and Levi’s Strauss & Co. (“Levi’s”) have previously entered into that certain Naming Rights Agreement dated May 9, 2013 (“Naming Rights Agreement”) pursuant to which SCSA granted certain “Naming Rights Entitlements” as defined therein, to Levi’s for a term of 20 years.

B. Concurrently herewith, SCSA and Levi’s are entering into that certain First Amendment to Naming Rights Agreement pursuant to which the parties are agreeing to a 10 year extension of the Naming Rights Agreement, subject to certain terms and conditions that includes a one-time enhancement of certain Levi’s stadium signage (the “Enhanced Signage”) at no cost to Levi’s, all as more particularly described therein.

C. Concurrently herewith, StadCo is also extending its Sponsorship Agreement with Levi’s to run concurrent with the SCSA and Levi’s Naming Rights Agreement.

D. It is in the Parties' mutual interest to implement the Enhanced Signage project at this time in light of StadCo’s pending proposal to upgrade the stadium video display screens that attach to portions of the Enhanced Signage at the north and south ends of the Stadium (the StadCo Video Display Project”).

E. As a result of various factors and considerations relating to the concurrent extensions of the Parties' agreements with Levi’s and the mutual interest in coordinating their sign projects, SCSA and StadCo have agreed to share in the cost for the design, construction and installation of the Enhanced Signage and StadCo has agreed to formalize its ongoing commitment to support charitable causes impacting the City of Santa Clara community.

NOW, THEREFORE, in consideration of the above-recitals, and other valuable consideration the receipt and sufficiency of which the parties hereby acknowledge, the Parties hereby agree as follows:
,7190436Ā-6:25782Ā/,)Ā(+# &'%"Ȁ$($+Ȁ$"'#Ȁ('*,Ȁ. "!'&*&($*"

1. In General: The Parties shall cooperate to implement the “Enhanced Signage” project consistent with the terms of Section 3(i) of the First Amendment to Naming Rights Agreement. The project shall include removal of existing signage and the design and installation of the Enhanced Signage. Consistent with the terms in the Naming Rights Agreement, the final design of the Enhanced Signage shall be subject to SCSA approval.

2. Project Implementation:
a. The implementation of the Enhanced Signage shall include design, procurement and construction processes and approvals designed to maximize project “value.” Project “value” means a high-quality project, consistent with industry standards, taking into consideration the Parties’ mutual interest in minimizing construction and maintenance costs. Further, the project shall be implemented so as to minimize impacts on Stadium NFL and non-NFL events, and in a manner consistent with the sign visibility and functionality requirements in the Naming Rights Agreement. b. The Parties shall manage and record project costs to assure that costs related to the StadCo Video Display Project, to be funded by StadCo and costs related to the Enhanced Signage Project, to be funded by SCSA and StadCo under the terms of this Agreement, except as provided herein, are properly accounted for and allocated. c. The projects shall be managed and implemented by Forty Niners Stadium Management Company LLC (“ManCo”) in accordance with the existing terms of ManCo’s agreements with the SCSA and StadCo.

3. Warranty: The sign shall come with a minimum 3-year warranty (with coverage consistent with industry standards), with options presented to extend the warranty up to 10 years, subject to availability. Any costs for a warranty longer than 3 years would be at SCSA’s sole cost and expense.

4. Cost Allocation: The Parties agree to share the costs of the Enhanced Signage project (“Total Project Costs”) as follows:
a. SCSA shall bear the first $2 million of Total Project Costs b. Any Total Project Costs incurred in excess of $2 million shall be shared 70% SCSA and 30% StadCo.
c. “Total Project Costs” shall include all demolition and disposal costs of the existing signage, third-party design and constructions costs of the initial Enhanced Signage, City permitting cost and fees for the initial installation of the Enhanced Signage, and the cost of the initial 3-year warranty for the Enhanced Signage. ,7190436Ā-6:25782Ā/,)Ā(+# &'%"Ȁ$($+Ȁ$"'#Ȁ('*,Ȁ. "!'&*&($*"

5. Annual Charitable Funding Commitment: StadCo shall cause, through its related companies and/or charitable affiliates, grants and/or donations in the amount of $200,000 for each “Contract Year” of the remainder of the amended term of StadCo’s Sponsorship Agreement with Levi’s (beginning April 1, 2024). Such grants and/or donations shall benefit non-profit organizations or community projects serving or impacting the City of Santa Clara community. In consideration of the mutual benefits derived from the extension of the Parties’ respective agreements with Levi’s, this commitment will be implemented through the execution of a grant agreement between an affiliated charity or entity designated by StadCo and the City of Santa Clara (“City”) for the dedication of grant funds through the City’s Community Grants Program.

6. Other Agreements; Further Assurances. As reasonably necessary to implement the terms of this Agreement, the Parties agree to enter into such additional agreements, and take such additional actions as are reasonably necessary in order to fulfill their respective obligations under the terms of this Agreement. [NEXT PAGE IS SIGNATURE PAGE]
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SIGNATURE PAGE TO
LEVI’S STADIUM NAMING RIGHTS EXTENSION AND

ENHANCED SIGNAGE PROJECT

IMPLEMENTATION AGREEMENT
IN WITNESS WHEREOF, the undersigned have executed this Agreement and agreed to be bound by its terms as of the Effective Date.

FORTY NINERS SC STADIUM COMPANY
LLC
By:

Name:

Title:

SANTA CLARA STADIUM AUTHORITY
By:

JŌVAN D. GROGAN

EXECUTIVE DIRECTOR
Approved as to Form
By:

Glen R. Googins, Authority Counsel
\
Brent Schoeb
Chief Revenue Officer
,7190436Ā-6:25782Ā/,)Ā(+# &'%"Ȁ$($+Ȁ$"'#Ȁ('*,Ȁ. "!'&*&($*" [
OocuSigned by:
~ ..

Agreement No: 10309
Levi’s Stadium Levi’s Naming Rights Signage
Refurbishment/Replacement Project
-1- CONTRACT

CONTRACT
This CONTRACT, No. 10309 is made and entered into this 16th day of December, 2024, by and between Forty Niners Stadium Management Company LLC, sometimes hereinafter called “Stadium Manager,” and Jones Sign Co., Inc., sometimes hereinafter called “Contractor.” WITNESSETH: That the parties hereto have mutually covenanted and agreed, and by these presents do covenant and agree with each other as follows:
a. SCOPE OF WORK. The Contractor shall perform all Work within the time stipulated in the Contract, and shall provide all labor, materials, equipment, tools, utility services, and transportation to complete all of the Work required in strict compliance with the Contract Documents as specified in Section (e), below, for the following Project:

Levi’s Stadium Levi’s Naming Rights Signage Refurbishment/Replacement Project The Contractor and its surety shall be liable to the Stadium Manager for any damages arising as a result of the Contractor’s failure to comply with this obligation. b. TIME FOR COMPLETION. Time is of the essence in the performance of the Work. The Work shall be commenced on the date stated in the Stadium Manager’s Notice to Proceed. The Contractor shall complete all Work required by the Contract Documents within three hundred eighty five (385) from the commencement date stated in the Notice to Proceed. By its signature hereunder, Contractor agrees the time for completion set forth above is adequate and reasonable to complete the Work.
c. CONTRACT PRICE. The Stadium Manager shall pay to the Contractor as full compensation for the performance of the Contract, subject to any additions or deductions as provided in the Contract Documents, and including all applicable taxes and costs, the sum of Three Million Nine Hundred Seventy-Eight Thousand Five Hundred Fifty-Five Dollars and EightySeven Cents ($3,978,555.87). Payment shall be made as set forth in the General Conditions. d. LIQUIDATED DAMAGES. In accordance with Government Code Section 53069.85, it is agreed that the Contractor will pay the Stadium Manager the sum set forth in Section 00 73 13, Article 1.11 for each and every calendar day of delay beyond the time prescribed in the Contract Documents for finishing the Work, as Liquidated Damages and not as a penalty or forfeiture. In the event this is not paid, the Contractor agrees the Stadium Manager may deduct that amount from any money due or that may become due the Contractor under the Contract. This Article does not exclude recovery of other damages specified in the Contract Documents. e. COMPONENT PARTS OF THE CONTRACT. The “Contract Documents” include the following:

Notice Inviting Bids
Instructions to Bidders
Bid Form
Bid Bond
Designation of Subcontractors
Information Required of Bidders
Non-Collusion Declaration Form
-71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
Levi’s Stadium Levi’s Naming Rights Signage
Refurbishment/Replacement Project
-2- CONTRACT
Iran Contracting Act Certification
Public Works Contractor Registration Certification
Performance Bond
Payment (Labor and Materials) Bond
General Conditions
Special Conditions
General Requirements
Technical Specifications
Addendum No. 1 and all other Addenda
Plans and Specifications
Standard Specifications for Public Works Construction “Greenbook”, latest edition, Except Sections 1-9
Procurement and Contract Process Integrity and Conflict of Interest Guidelines Levi’s Stadium Jobsite Rules
Approved and fully executed change orders
Any other documents contained in or incorporated into the Contract The Contractor shall complete the Work in strict accordance with all of the Contract Documents.

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

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

2. DAS 142 Form (applicable if Contract Price is $30,000 or more). Contractor, on behalf of itself and its subcontractors, must provide a copy of DAS 142 forms filed with the appropriate apprenticeship committee(s) or evidence of an approved exemption with its first application for payment for Work involving an apprenticeable craft or trade classification – additional DAS 142 forms or evidence -71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
Levi’s Stadium Levi’s Naming Rights Signage
Refurbishment/Replacement Project
-3- CONTRACT
of approved exemptions must be provided following this initial submission with future applications for payment in the event those applications are for Work involving an apprenticeable craft or trade classification not covered under the first application for payment.

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

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

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

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

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

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

Contractor acknowledges and agrees the foregoing amount is a reasonable estimate of the value of the documentation specified above. -71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! -71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
IN WITNESS WHEREOF, this Contract has been duly executed by the above-named parties, on the day and year above written.

FORTY NINERS STADIUM

MANAGEMENT COMPANY LLC
~ DocuSigned by :

By: _L!~::!~4~S
F-ranc1ne Hughes
EVP & General Manager
Levi's Stadium Levi's Naming Rights Signage
Refurbishment/Replacement Project
JONES SIGN CO., INC.

By:______._~~ ~<....>,;... ~-~ - ~-=------- -
lts:_---=C;..:.;h:.:..::ie::.:..f-=E=x=e-=-c=ut::..:...iv=--=e::....O=..:..:.ff.:..::ic=e-'-r ____ _ Printed Name: Todd Patrickus

END OF CONTRACT
-4- CONTRACT
-71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
Notary Acknowledgment
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF bALIFOFUJIA lU\S~n
COUNTY OF ,Ba,µ;,-n
On \J-~c ll , 20.m_, before me, ~\ A '\JAM,~ , Notary Public, personally appeared ::r:~&c:1 R, Qc;.;tr,'.c,k,t!> , 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. ,,,11111111,,,,,,,1 ,,, /\. '/." ,,,, ,,, <'.) \ r,, I 1•1/\; 11~ .... ,. ·• ' •• ,.,,c1 ....... WITNESS my hand and official seal. ,,,~..._~ ,, . . , ., I ,,., .... . 11,,,_ ,
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Though the informat(;;ff,/tS~1~@it,.7'r._e?t'~y law, it may prove valuable to persons relying on the document and could pret/eni/rlJf'i11.'-11'iRt•'r~moval and reattachment of this form to another document.

CAPACITY CLAIMED BY SIGNER
□ Individual
□ Corporate Officer
□ Partner(s)
□ Attorney-In-Fact
□ Trustee(s)
□ Guardian/Conservator
□ Other:

Signer is representing:

Title(s)
□
□
Name Of Person(s) Or Entity(ies)
Limited
General
Levi's Stadium Levi's Naming Rights Signage
Refurbishment/Replacement Project

DESCRIPTION OF ATTACHED DOCUMENT
Title or Type of Document
Number of Pages
Date of Document
Signer(s) Other Than Named Above
-5- CONTRACT
-71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! 00 61 13 - BOND FORMS

1.1 Performance Bond.

KNOW ALL PERSONS BY THESE PRESENTS:

A~reement No: 10309
BOND NUMBER EACX4043155
THAT WHEREAS, the Forty Niners Stadium Management Company LLC, (hereinafter referred to as "Stadium Manager") has awarded to Jones Sign Company, Inc. (hereinafter referred to as the "Contractor") an agreement for the Levi's Stadium Levi's Naming Rights Signage Refurbishment/Replacement Project (hereinafter referred to as the "Project").

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

NOW, THEREFORE, we, Jones Sign Company, Inc the undersigned Contractor and Endurance Assurance Corporation as Surety, a corporation organized and duly authorized to transact business under the laws of the State of California, are held and f. I b d h · · f Three Million Nine Hundred Seventy Eight irm y oun unto t e Stadium Manager in the sum o Thousand five Hundred fifty five and 1sworn DOLLARS, ($3,978,555.87 ), 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, if the Contractor, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and agreements in the Contract Documents and any alteration thereof made as therein provided, on its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their intent and meaning; and shall faithfully fulfill all obligations including the guarantee of all materials and workmanship; and shall indemnify and save harmless the Indemnified Parties as stipulated and defined in said Contract Documents, then this obligation shail become null and void; otherwise it shall be and remain in full force and effect.

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

As a condition precedent to the satisfactory completion of the 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. 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.

Levi"s Stadium Levi's Naming Rights Signage
RefurbishmenUReplacement Project
-6- 006113-BONDFORMS
Agreement No: 10309
Levi’s Stadium Levi’s Naming Rights Signage
Refurbishment/Replacement Project
-7- 00 61 13 – BOND FORMS
Whenever Contractor shall be, and is declared by the Stadium Manager to be, in default under the Contract Documents, the Surety shall remedy the default pursuant to the Contract Documents, or shall promptly, at the Stadium Manager’s option:
i. Take over and complete the Project in accordance with all terms and conditions in the Contract Documents; or
ii. Obtain a bid or bids for completing the Project in accordance with all terms and conditions in the Contract Documents and upon determination by Surety of the lowest responsive and responsible bidder, arrange for a Contract between such bidder, the Surety 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.
iii. Permit the Stadium Manager to complete the Project in any manner consistent with California law and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the Stadium Manager under the Contract and any modification thereto, less any amount previously paid by the Stadium Manager to the Contractor and any other set offs pursuant to the Contract Documents.

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

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

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

By their signatures hereunder, Surety and Contractor hereby confirm under penalty of perjury that surety is an admitted surety insurer authorized to do business in the State of California. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
-71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! -71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
IN WITNESS WHEREOF, we have hereunto set our hands and seals this 10th day of December , 20 --11_.
(Corporate Seal)
By
Title
(Corporate Seal)
The rate of premium on this bond is $15 per thousand. The total amount of premium charges is $ __ 59----',_67_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)
(Name and Address of Agent or
Representative for service of
process in California, if different
from above)
(Telephone number of Surety
and Agent or Representative for
service of process in California)
Levi's Stadium Levi's Naming Rights Signage
RefurbishmenUReplacement Project
Sompo International
12890 Lebanon Road, Mount Juliet, TN 37122
N/A
615-553-9500
-8- 006113-BONDFORMS
-71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
Notary Acknowledgment
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF GALIFOm~IA w,5~•n
COUNTY OF l?n:uµ,-a
On '.I4<M..~c to , 20Ztl_, before me, ~- A \Ja....,. k«ee-. , Notary Public, personally appeared ~\ Q enc::n,, 1:±:: , 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 P~~~RY under the laws of the State of California that the foregoing paragraph . d ,,,, ,,,, Is true an correct. ,,,,,,, v-.~RI A ,,,,,,, ~,, .... . ' . ' . : k__...,, -',,, ~ • •. 'i/t,, ,;. f . No~ ·--.. < \ :: Cl.) . /--</ •. y ~ ::-1: _....' .-\'\ ._Z; :>.· V <) /" .m- :.:~ : / "--<·:: -~ ~ •. V's _. z ~
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WITNESS my hand and official seal.

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..,.,.,.,. t 17.· • · ..... . · • • ,.,, ... ~ OPTIONAL ,, ,, c;:, ,... .. ,c\N '" Though the informat1(1fl'6fJGJM~o(,~~uired by law, it may prove valuable to persons relying on the document and could pr~1
J/i1'111fn1'i)J~i1ent removal and reattachment of this form to another document.

CAPACITY CLAIMED BY SIGNER
□ Individual
o Corporate Officer
□ Partner( s)
□ Attorney-In-Fact
□ Trustee(s)
□ Guardian/Conservator
□ Other:

Signer is representing:

Title(s)
0 D
Name Of Person(s) Or Entity(ies)
Limited
General

DESCRIPTION OF ATTACHED DOCUMENT
Title or Type of Document
Number of Pages
Date of Document
Signer(s) Other Than Named Above
NOTE: This acknowledgment is to be completed for Contractor/Principal.

Levi's Stadium Levi's Naming Rights Signage
RefurbishmenVReplacement Project
-9- 006113-BONDFORMS
-71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
Notary Acknowledgment
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF MISSOURI
COUNTY OF ~~~~---
St. Louis
On December 10th 201i__, before me, _T_a_m_a_ra_B_ow_se_r _________ , Notary Public, personally appeared __ A_n_n_e_M_._G_l_ie_dt _____________ , 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 Missouri that the foregoing paragraph is true and correct.

Tamara Bowser
Notary Public - Notary Seal
State of Missouri
St. Louis County
My Commission Expires September 19, 2025
Commission #2~61~~5 ____ _
WITNESS my hand and o::J
Signature of Notary Public ~ ~wser

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

CAPACITY CLAIMED BY SIGNER
□ Individual
□ Corporate Officer
□ Partner(s)
□ Attorney-In-Fact
D Trustee(s)
□ Guardian/Conservator
D Other:

Signer is representing:

Title(s)
D
D
Name Of Person(s) Or Entity(ies)
Limited
General

DESCRIPTION OF ATTACHED DOCUMENT
Title or Type of Document
Number of Pages
Date of Document
Signer(s ) Other Than Named Above
NOTE: This acknowledgment is to be completed for the Attorney-in-Fact. The Power-of Attorney to local representatives of the bonding company must also be attached.

END OF PERFORMANCE BOND
Levi's Stadium Levi's Naming Rights Signage
RefurbishmenUReplacement Project
-10- 00 61 13- BOND FORMS
-71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &!

1.2 Payment Bond (Labor and Materials).

KNOW ALL MEN BY THESE PRESENTS That
Agreement No: 10309
BOND NUMBER EACX4043155
WHEREAS, the Forty Niners Stadium Management Company LLC (hereinafter designated as the "Stadium Manager"), by action taken or a resolution passed December 3, 2024, has awarded to Jones Sign Company, Inc. hereinafter designated as the "Principal," a contract for the work described as follows: Levi's Stadium Levi's Naming Rights Signage Refurbishment/Replacement Project (the "Project"); and
WHEREAS, said Principal is required to furnish a bond in connection with said contract; providing that if said Principal or any of its Subcontractors shall fail to pay for any materials, provisions, provender, equipment, or other supplies used in, upon, 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 Endurance Assurance Corporation as Surety, are held and firmly bound unto the Stadium Manager in the penal sum of :;;\:·i::·~:.~·::::~:::·;::,:;::;::..~····· Dollars ($ 3,978,555.87 ) lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents.

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

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

It is further stipulated and agreed that the Surety on this bond shall not be exonerated or released from the obligation of this bond by any change, extension of time for performance, addition, alteration or modification in, to, or of any contract, plans, specifications, or agreement pertaining or relating to any scheme or work of improvement herein above described, or pertaining or relating to the furnishing of labor, materials, or equipment therefore, nor by any change or modification of any terms of 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 attempted rescission or attempted rescission of the contract, agreement or bond, nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants Levi's Stadium Levi's Naming Rights Signage
Refurbishment/Replacement Project
-11- 006113-BONDFORMS
-71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
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 Civil Code Section 9100, and has not been paid the full amount of his claim and that Surety does hereby waive notice of any such change, extension of time, addition, alteration or modification herein mentioned, including but not limited to the provisions of Sections 2819 and 2845 of the California Civil Code.

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

IN WITNESS WHEREOF, we have hereunto set our hands and seals this 10th December , 20~.
(Corporate Seal)
(Corporate Seal)
Surety
By
day, of
NOTE: A copy of the Power-of-Attorney authorizing the person signing on behalf of the Surety to do so must be attached hereto. •
Levi's Stadium Levi's Naming Rights Signage
Refurbishment/Replacement Project
-12- 006113-BONDFORMS
-71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
Notary Acknowledgment
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF-CALIFORNIA Wl\5cen6/f\
COUNTY OF \?r(!;)~
, Notary Public, personally
appeared _ _.r~k"-"-"._.iC..._.; ___ Q,.,,---=""'-J,n---~c ... ~,=,.=+-.__ _______ , 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 ,11111111111 '''11 , . ,,, A ', ,,, ~,,,,'~ t>-~'. .. :. -~~Iv(',,,,,,,., ~ 't"" .~ ·. ~ "'; f ~Oi.-(J ··-.. ~\ : ~I ·.-z_:_ = -.. - : =
=(/): ,-0 -
WITNESS my hand and official seal.
"atureofNotary Public ..w,,-~. ~ 4 ~ \ i··... &sue t
\,to~:·· .......... ··~,,/ OPTIONAL
Though the inforrrfM;/in tf/tf&J~'p~~'uired by law, it may prove valuable to persons relying on the document and could ~fetvfjljl:f. {{il,l,J>,l!i'<l~~nt removal and reattachment of this form to another document.

CAPACITY CLAIMED BY SIGNER
□ Individual
□ Corporate Officer
□ Partner( s)
□ Attorney-In-Fact
□ Trustee(s)
□ Guardian/Conservator
o Other:

Signer is representing:

Title(s)
□
□
Name Of Person(s) Or Entity(ies)
Limited
General

DESCRIPTION OF ATTACHED DOCUMENT
Title or Type of Document
Number of Pages
Date of Document
Signer(s) Other Than Named Above
NOTE: This acknowledgment is to be completed for Contractor/Principal.

Levi's Stadium Levi's Naming Rights Signage
Refurbishment/Replacement Project
-13- 006113-BONDFORMS
-71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
Notary Acknowledgment
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, ana not the truthfulness, accuracy, or validity of that document.

STATE OF MISSOURI
COUNTY OF St. Louis -------
On December 10th , 20-11._, before me, ___ T_a_m_a_r_a_B_o_w_s_e_r _______ , Notary Public, personally appeared ____ A_n_n_e_M __ ._G;;;..;l.;.;;ie..;;.d.;;._t __________ , 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 Missouri that the foregoing paragraph is true and correct.

Tamara Bowser
Notary Public - Notary Seal
State of Missouri
St. Louis County
My Commission Expires September 19, 2025
Commission #21361595
WITNESS my hand and o~
Sig~ ~

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

CAPACITY CLAIMED BY SIGNER
□ Individual
□ Corporate Officer
□ Partner( s)
□ Attorney-In-Fact
D Trustee(s)
□ Guardian/Conservator
D Other:

Signer is representing:

Title(s)
D
D
Name Of Person(s) Or Entity(ies)
Limited
General

DESCRIPTION OF ATTACHED DOCUMENT
Title or Type of Document
Number of Pages
Date of Document
Signer(s) Other Than Named Above
NOTE: This acknowledgment is to be completed for the Attorney-in-Fact. The Power-of-Attorney to local representatives of the bonding company must also be attached.

Levi's Stadium Levi's Naming Rights Signage
RefurbishmenUReplacement Project

END OF PAYMENT BOND
-14- 00 61 13 - BOND FORMS
-71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! e 1 SOMPO INTERNATIONAL POWER OF ATTORNEY
2775
KNOW ALL BY THESE PRESENTS, that Endurance Assurance Corporation, a Delaware corporation ('EAC'), Endurance American Insurance Company, a Delaware corporation ('EAIC'), Lexon Insurance Company, a Texas corporation ('LIC'), and/or Bond Safeguard Insurance Company, a South Dakota corporation ('BSIC'), each, a "Company" and collectively, "Sompo International," do hereby constitute and appoint: Anne M. Gliedt, DeAnna M. Maurer, Kevin McDaniel, Lauren Blair, Mark R. Duggan, Meredith McMillen, Nancy Singleton, Roxanne Avila, Stephanie L. Klearman, Tamara Bowser as true and lawful Attorney(s)-ln-Fact to make, execute, seal, and deliver for, and on its behalf as surety or co-surety; bonds and undertakings given for any and all purposes, also to execute and deliver on its behalf as aforesaid renewals, extensions, agreements, waivers, consents or stipulations relating to such bonds or undertakings provided, however, that no single bond or undertaking so made, executed and delivered shall obligate the Company for any portion of the penal sum thereof in excess of the sum of One Hundred Million ($100,000,000.00) Such bonds and undertakings for said purposes, when duly executed by said attorney(s)-in-fact, shall be binding upon the Company as fully and to the same extent as if signed by the President of the Company under its corporate seal attested by its Corporate Secretary.

This appointment is made under and by authority of certain resolutions adopted by the board of directors of each Company by unanimous written consent effective the 30th day of March, 2023 for BSIC and LIC and the 17th day of May, 2023 for EAC and EAIC. a copy of which appears below under the heading entitled "Certificate".

This Power of Attorney is signed and sealed by facsimile under and by authority of the following resolution adopted by the board of directors of each Company by unanimous written consent effective the 30th day of March, 2023 for BSIC and LIC and the 17th day of May. 2023 for EAC and EAIC and said resolution has not since been revoked. amended or repealed:

RESOLVED, that the signature of an individual named above and the seal of the Company may be affixed to any such power of attorney or any certificate relating thereto by facsimile. and any such power of attorney or certificate bearing such facsimile signature or seal shall be valid and binding upon the Company in the future with respect to any bond or undertaking to which it is attached.

IN WITNESS WHEREOF. each Company has caused this instrument to be signed by the following officers, and its corporate seal to be affixed this 25th day of May, 2023.

Endurance Assurance Corporation Endurance American
Insurance Company
Lexon Insurance Company Bond Safeguard
Insurance Company
,, L) ·o/V'/ qif1~ C,) :Pl<-1,,) ·lY/ tjJ () u'jlt1.c L) ·JY) (r1.; O' By: By: • By: :;- - f ' By: ) \
Richard Appel; SVP & Senior Counsel Richard Appel; SVP & Senior Counsel Richard Appel; SVP & Senior Counsel Richard Appel; SVP & Senior Counsel liii~;~\ ,f~ie~;~\ 1ii~~;j,2
\ ', ~ -0::, :. 2002 .' ~ f ~ ~ : : O ~ f O , 111'.:.LIHAN C F. ~ e - - • ~ ;;:, •. 1996 . .' O f · , -o -tY > · \ ~ .. .. ~ELAWAR_~.:'.§'/ \ ~; ·_Df:IAWM;E,-'-::::-:JACKNOWLEDGEMEN \ :~~--~ ,.,,,,r,: I/ '•,,,,,,,,,,,,,, .......... •••••••••••' \ ~~ti:.• .• •.·::.:~: ,/ "-I:,-,..._.....-<Cpr \ \ \ l 11 I I I I J '",,, ,,, .. ,,,1 ,
111 p,•·,, ·
' ' ' 11 11 11111 ,,'' ~-<TAYlo ,,,,
On this 25th day of May. 2023, before me. personally came the above signatories known to me. who being duly sworn. did depose.and ~ythat.i e11~y is an officer of each of the Companies ; and that he executed said instrument on behalf of each Company by au ily of ~ffice under the tij-la~s of,~~h 0n~ny.

By AmyTa~ N~-My;2~~131l>a7
CERTIFICATE 111,,,,,, ,,,,
I, the undersigned Officer of each Company. DO HEREBY CERTIFY that:

1. That the original power of attorney of which the foregoing is a copy was duly executed on behalf of each Company and has not since been revoked. amended or modified; that the undersigned has compared the foregoing copy thereof with the original power of attorney. and that the same is a true and correct copy of the original power of attorney and of the whole thereof;

2. The following are resolutions which were adopted by the board of directors of each Company by unanimous written consent effective the 30th day of March. 2023 for BSIC and LIC and the 17th day of May, 2023 for EAC and EAIC and said resolutions have not since been revoked, amended or modified:
"RESOLVED. that each of the individuals named below is authorized to make, execute. seal and deliver for and on behalf of the Company any and all bonds. undertakings or obligations in surety or co-surety with others: RICHARD M. APPEL. MATTHEW E. CURRAN. MARGARET HYLAND. SHARON L. SIMS, CHRISTOPHER L. SPARRO,
and be it further
RESOLVED. that each of the individuals named above is authorized to appoint attorneys-in-fact for the purpose of making. executing . sealing a'r1d d'eliveririg bonds ,. '-•-' ' •• ...
undertakings or obligations in surety or co-surety for and on behalf of the Company." r : • _-:, • 1• ~.: :_.: • .-. :_;; •

3. The undersigned further certifies that the above resolutions are true and correct copies of the resolutions as so recorded and of the,wr;pl\:l ',lh'ereb'f.'·, :· \''. "< IN WITNESS WHEREOF. I have hereunto set my hand and affixed the corporate seal this I 10th I day of ~BER , : , jo~l,_- :, ;"~•. \· ' ·-, <--'2 \ ' -~ , •, . - • ~ -~ ,~.·.t·.:/":) t-~~,'.i .") / { By: Daniel 0 . L e. Secretary' \'\ , .:.\ •_ • . ;.- -. • NOTICE: U.S. TREASURY DEPARTMENT'S OFFICE OF FOREIGN ASSETS CONTROL OFAC • > ', , . ~ ::"'. ~ • • • ' No coverage is provided by this Notice nor can il be construed to replace any provisions of any surety bond or other surety coverage provided: :r.his-~~oti(;e provides ·· information concerning possible impact on your surety coverage due to directives issued by OFAC. Please read this Notice carefully. , . . . . , , , . , ,._.

The Office of Foreign Assets Control (OFAC) administers and enforces sanctions policy. based on Presidential declarations of "national emergency". OFAC has identified and listed numerous foreign agents. front organizations, terrorists. terrorist organizations . and narcotics traffickers as "Specially Designated Nationals and Blocked Persons". This list can be located on the United States Treasury's website - https://www.treasury.gov/resource-center/sanctions/SDN-List.

In accordance with OFAC regulations. if it is determined that you or any other person or entity claiming the benefits of any coverage has violated U.S. sanctions law or is a Specially Designated National and Blocked Person. as identified by OFAC. any coverage will be considered a blocked or frozen contract and all provisions of any coverage provided are immediately subject to OFAC. When a surety bond or other form of surety coverage is considered to be such a blocked or frozen contract. no payments nor premium refunds may be made without authorization from OFAC. Other limitations on the premiums and payments may also apply.

Any reproductions are void.

Surety Claims Submission: [email protected] Telephone: 615-553-9500 Mailing Address: Sompo International; 12890 Lebanon Road; Mount Juliet, TN 37122-2870 Agreement No: 10309
Levi’s Stadium Levi’s Naming Rights Signage
Refurbishment/Replacement Project
-15- 00 72 13 – GENERAL CONDITIONS
00 72 13 – GENERAL CONDITIONS
ARTICLE 1. DEFINED TERMS
Whenever used in the Contract Documents and printed with initial capital letters, the terms listed below will have the meanings indicated which are applicable to both the singular and plural thereof. In addition to terms specifically defined below, terms with initial capital letters in the Contract Documents include references to identified articles and paragraphs, and the titles of other documents or forms.

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

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

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

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

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

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

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

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

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

J. Contract -- The entire integrated written agreement between the Stadium Manager and Contractor concerning the Work. “Contract” may be used interchangeably with “Agreement” in the Contract Documents. The Contract supersedes prior -71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
Levi’s Stadium Levi’s Naming Rights Signage
Refurbishment/Replacement Project
-16- 00 72 13 – GENERAL CONDITIONS
negotiations, representations, or agreements, whether written or oral, and includes all Contract Documents.

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

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

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

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

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

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

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

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

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

T. Demobilization -- The complete dismantling and removal by the Contractor of all of the Contractor’s temporary facilities, equipment, and personnel at the Site. -71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
Levi’s Stadium Levi’s Naming Rights Signage
Refurbishment/Replacement Project
-17- 00 72 13 – GENERAL CONDITIONS
U. Drawings -- That part of the Contract Documents prepared by the Stadium Manager which graphically shows the scope, extent, and character of the Work to be performed by Contractor. Shop Drawings and other Contractor submittals are not Drawings as so defined.

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

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

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

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

Z. Holiday – The Holidays occur on:

New Year’s Day - January 1
President’s Day – Third Monday in February
Memorial Day - Last Monday in May
Independence Day - July 4
Labor Day - First Monday in September
Veteran’s Day - November 11
Thanksgiving Day - Fourth Thursday in November
Friday after Thanksgiving
Christmas Eve – December 24
Christmas Day - December 25
Day After Christmas – December 26
New Year’s Eve – December 31
-71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
Levi’s Stadium Levi’s Naming Rights Signage
Refurbishment/Replacement Project
-18- 00 72 13 – GENERAL CONDITIONS
If any Holiday listed above falls on a Saturday, Saturday and the preceding Friday are both Holidays. If the Holiday should fall on a Sunday, Sunday and the following Monday are both Holidays.

AA. Indemnified Parties – The Stadium Manager, the Santa Clara Stadium Authority, the City of Santa Clara, their affiliates, and each of their respective officers, directors, 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.

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

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

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

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

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

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

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

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

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

KK. Stadium Manager’s Representative -- The individual, partnership, corporation, joint venture, or other legal entity named as such in Section 00 73 13, Article 1.1. or any succeeding entity designated by the Stadium Manager acting either directly or through properly authorized agents, such agents acting severally within the scope of the particular duties entrusted to them. On all questions concerning the -71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
Levi’s Stadium Levi’s Naming Rights Signage
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-19- 00 72 13 – GENERAL CONDITIONS
acceptance of materials, machinery, the classifications of material, the execution of work, conflicting interest of the contractors performing related work and the determination of costs, the decision of the Stadium Manager’s Representative, duly authorized by the Stadium Manager, shall be binding and final upon both parties.

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

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

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

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

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

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

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

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

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

ARTICLE 2. CONTRACT DOCUMENTS
A. Contract Documents. The Contract Documents are complementary, and what is called for by one shall be as binding as if called for by all. -71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
Levi’s Stadium Levi’s Naming Rights Signage
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-20- 00 72 13 – GENERAL CONDITIONS
B. Interpretations. The Contract Documents are intended to be fully cooperative and complementary. If the Contractor observes that any documents are in conflict, the Contractor shall promptly notify the Stadium Manager’s Representative in writing. In case of conflicts between the Contract Documents, the order of precedence shall be as follows:

1. Change Orders, most recent first

2. Addenda, most recent first

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

4. Levi’s Stadium Jobsite Duties

5. Special Conditions

6. General Requirements

7. Technical Specifications

8. Plans (Contract Drawings)

9. Contract

10. General Conditions

11. Instructions to Bidders

12. Notice Inviting Bids

13. Contractor’s Bid Forms

14. Standard Specifications for Public Works Construction (Sections 1-9 Excluded)

15. Standard Drawings

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

1. Figures govern over scaled dimensions

2. Detail drawings govern over general drawings

3. Addenda or Change Order drawings govern over Contract Drawings

4. Contract Drawings govern over Standard Drawings

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

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

ARTICLE 3. PRECONSTRUCTION AND CONSTRUCTION COMMUNICATION Before any Work at the site is started, a conference attended by the Stadium Manager, Contractor, Stadium Manager’s Representative, and others as appropriate will be held to establish a working understanding among the parties as to the Work and to discuss the schedules referred to herein, procedures for handling Shop Drawings and other submittals, processing Applications for Payment, and maintaining required records.

At this conference the Stadium Manager and Contractor each shall designate, in writing, a specific individual to act as its authorized representative with respect to the services and responsibilities -71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
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under the Contract. Such individuals shall have the authority to transmit instructions, receive information, render decisions relative to the Contract, and otherwise act on behalf of each respective party.

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

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

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

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

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

C. Quality of Parts, Construction and Finish. All parts of the Work shall be of the best quality of their respective kinds and the Contractor must use all diligence to inform itself fully as to the required construction and finish.

D. Contractor’s Variation from Contract Document Requirements. If it is found that the Contractor has varied from the requirements of the Contract Documents including -71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
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the requirement to comply with all applicable laws, ordinances, rules and regulations, the Stadium Manager’s Representative may at any time, before or after completion of the Work, order the improper Work removed, remade or replaced by the Contractor at the Contractor’s expense.

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

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

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

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

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

4. Establishing fire protection system, as applicable.

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

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

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

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

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

10. Full-time presence of Contractor’s superintendent at the job site as required herein.

11. Submittal of Construction Schedule as required by the Contract Documents. -71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
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ARTICLE 7. EXISTENCE OF UTILITIES AT THE WORK SITE
A. The Stadium Manager has endeavored to determine the existence of utilities at the Project site from the records of the owners of known utilities in the vicinity of the Project. The positions of these utilities as derived from such records are shown on the Plans.

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

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

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

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

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

1. those reports known to the Stadium Manager of explorations and tests of subsurface conditions at or contiguous to the site; and -71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
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2. those drawings known to the Stadium Manager of physical conditions relating to existing surface or subsurface structures at the site (except Underground Facilities).

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

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

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

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

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

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

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

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

Contractor understands and agrees that it and all of its employees shall not be considered officers, employees, or agents of Stadium Manager and are not entitled to benefits of any kind normally provided employees of Stadium Manager, including but not limited to, state unemployment compensation or workers’ compensation. Contractor assumes full responsibility for the acts and omissions of its employees or agents related to the Work. -71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
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ARTICLE 12. SUBCONTRACTS
A. Contractor agrees to bind every subcontractor to the terms of the Contract Documents as far as such terms are applicable to subcontractor’s portion of the Work. Contractor shall be as fully responsible to the Stadium Manager for the acts and omissions of its subcontractors and of persons either directly or indirectly employed by its subcontractors, as Contractor is for acts and omissions of persons directly employed by Contractor. Nothing contained in these Contract Documents shall create any contractual relationship between any subcontractor and the Stadium Manager.

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

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

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

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

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

C. Unless specifically designated in the Special Conditions, whenever any material, process, or article is indicated or specified by grade, patent, or proprietary name or by name of manufacturer, such specifications shall be deemed to be used for the purpose of facilitating the description of the material, process, or article desired and shall be deemed to be followed by the words “or equal.” Contractor may, unless otherwise stated, offer for substitution any material, process, or article which may be substantially equal to or better in every respect to that so indicated or specified in the Contract -71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
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Documents. However, the Stadium Manager has adopted uniform standards for certain materials, processes, and articles.

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

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

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

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

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

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

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

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

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

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

I. If substitution requests approved by the Stadium Manager’s Representative require that Contractor furnish materials, methods or services more expensive than that specified, the increased costs shall be borne by Contractor. -71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
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ARTICLE 15. SHOP DRAWINGS
A. Contractor shall check and verify all field measurements and shall submit with such promptness as to provide adequate time for review and cause no delay in its own Work or in that of any other contractor, subcontractor, or worker on the Project, six (6) copies of all shop drawings, calculations, schedules, and materials list, and all other provisions required by the Contract Documents. Contractor shall sign all submittals affirming that submittals have been reviewed and approved by Contractor prior to submission to Stadium Manager’s Representative. Each signed submittal shall affirm that the submittal meets all the requirements of the Contract Documents except as specifically and clearly noted and listed on the transmittal letter of the submittal.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Traffic control plans, if required, shall be prepared at Contractor’s expense, and traffic control shall be performed at Contractor’s expense in accordance with the requirements of the Agency(s) of Jurisdiction. If a Permit and Inspection Allowance is included within the Bid Form, it includes the cost of required traffic control permit(s) by the Agency(s) of Jurisdiction only. The Permit and Inspection Allowance does not include costs for preparation of any required traffic control plans, implementation of any traffic control requirements or for any traffic signal services that may be required.

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

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

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

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

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

ARTICLE 22. REMOVAL OF HAZARDOUS MATERIALS
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the condition to the Stadium Manager in writing. The Stadium Manager shall contract for any services required to directly remove and/or abate PCBs and other toxic wastes and hazardous materials, if required by the Project site(s), and shall not require the Contractor to subcontract for such services. The Work in the affected area shall not thereafter be resumed except by written agreement of the Stadium Manager and Contractor.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE 30. HOURS OF WORK
A. As provided in Article 3 (commencing at Section 1810), Chapter 1, Part 7, Division 2 of the Labor Code, Contractor stipulates that eight (8) hours of labor shall constitute a -71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
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legal day’s work. The time of service of any worker employed at any time by the Contractor or by any subcontractor on any subcontract under this Contract upon the Work or upon any part of the Work contemplated by this Contract is limited and restricted to eight (8) hours during any one calendar day and 40 hours during any one calendar week, except as hereinafter provided. Notwithstanding the provisions herein above set forth, work performed by employees of Contractor in excess of eight (8) hours per day, and 40 hours during any one week, shall be permitted upon this public work upon compensation for all hours worked in excess of eight (8) hours per day at not less than one and one-half times the basic rate of pay.

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

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

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

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

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

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

1. Powered Vehicles

2. Construction Equipment

3. Loading and Unloading Vehicles

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

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

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

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

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

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

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

F. Any copy of records made available for inspection as copies and furnished upon request to the public or any public agency, the Stadium Manager, the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement shall be marked or obliterated in such a manner as to prevent disclosure of an individual's -71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
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name, address and social security number. The name and address of the Contractor awarded the Contract or performing the contract shall not be marked or obliterated.

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

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

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

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

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

B. The Contractor shall forfeit as a penalty to the Stadium Manager not more than Two Hundred Dollars ($200.00), pursuant to Labor Code Section 1775, for each calendar day, or portion thereof, for each worker paid less than the prevailing wage rate as determined by the Director of the Department of Industrial Relations for such work or craft in which such worker is employed for any public work done under the Contract by it or by any subcontractor under it. The difference between such prevailing wage rate and the amount paid to each worker for each calendar day or portion thereof, for -71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
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which each worker was paid less than the prevailing wage rate, shall be paid to each worker by the Contractor.

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

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

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

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

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

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

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

Employment Eligibility; Contractor. By executing this Contract, Contractor verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment -71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
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of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Contractor. Contractor also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Contract and shall not violate any such law at any time during the term of the Contract.

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

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

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

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

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

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

The Contractor shall maintain emergency first aid treatment for his employees which complies with the Federal Occupational Safety and Health Act of 1970 (29 U.S.C. § 651 et seq.), and California Code of Regulations, Title 8, Industrial Relations Division 1, Department of Industrial Relations, Chapter 4. The Contractor shall ensure the availability of emergency medical services -71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
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for its employees in accordance with California Code of Regulations, Title 8, Section 1512.

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

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

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

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

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

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

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

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

1. Such policy shall comply with all the requirements of this Article. The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Contractor from liability in excess of such coverage, nor shall it limit Contractor’s indemnification obligations to the Stadium Manager and shall not preclude the Stadium Manager from taking such other actions available to the Stadium Manager under other provisions of the Contract Documents or law. The insurance requirements set forth in minimum amounts shall not be construed to relieve Contractor for liability in excess of such coverage, nor shall it preclude Stadium Manager from taking such other actions as is available to it under any other provisions of the Contract Documents. To the extent Contractor maintains insurance greater than these minimum requirements, -71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
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Contractor agrees that such insurance shall be applicable to any of Contractor’s liability obligations under the Contract Documents.

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

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

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

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

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

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

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

B. Each insurance policy required by this Contract shall be endorsed to state that: (1) coverage shall not be suspended, voided, reduced or cancelled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been 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, its officials, officers, agents, employees, and volunteers.

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

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

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

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

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

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

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

D. No Damages for Reasonable Delay. The Stadium Manager’s liability to Contractor for delays for which the Stadium Manager is responsible shall be limited to only an extension of time unless such delays were unreasonable under the circumstances. In no case shall the Stadium Manager be liable for any costs which are borne by the Contractor in the regular course of business, including, but not limited to, home office overhead and other ongoing costs. Damages caused by unreasonable Stadium Manager delay, including delays caused by items that are the responsibility of the Stadium Manager pursuant to Government Code Section 4215, shall be based on -71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
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actual costs only, no proportions or formulas shall be used to calculate any delay damages.

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

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

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

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

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

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

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

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

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

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

2. Defective work not remedied.

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

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

5. Damage to another contractor or a third party.

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

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

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

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

10. Site cleanup.

11. Failure to comply with Contract Documents.

12. Liquidated damages.

13. Legally permitted penalties.

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

D. Upon receipt, the Stadium Manager’s Representative shall review the payment request to determine whether it is undisputed and suitable for payment. If the payment request is determined to be unsuitable for payment, it shall be returned to Contractor as soon as practicable but not later than seven (7) Days after receipt, accompanied by a document setting forth in writing the reasons why the payment request is not proper. The Stadium Manager shall make the progress payment within 30 calendar days after the receipt of an undisputed and properly submitted payment request from Contractor, provided that a release of liens and claims has been received from the Contractor pursuant to Civil Code Section 8132. The number of days available to the -71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
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Stadium Manager to make a payment without incurring interest pursuant to this paragraph shall be reduced by the number of days by which the Stadium Manager’s Representative exceeds the seven (7) Day requirement.

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

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

ARTICLE 44. CHANGES AND EXTRA WORK.

A. Contract Change Orders.

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

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

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

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

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with performance of the work, including Additional Work, promptly and expeditiously.

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

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

B. Contract Price Change.

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

2. Unit Price Change Orders.
a. When the actual quantity of a Unit Price item varies from the Bid Form, compensation for the change in quantity will be calculated by multiplying the actual quantity by the Unit Price. This calculation may result in either an additive or deductive Final Change Order pursuant to the Contract Documents. -71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
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b. No Mark up for Overhead and Profit. Because the Contract Unit Prices provided in the Bid Form include Overhead and Profit as determined by Contractor at the time of Bid submission, no mark up or deduction for Overhead and Profit will be included in Unit Price Change Orders. c. Bid items included on the Bid Form may be deducted from the Work in their entirety without any negotiated extra costs.
d. Contractor acknowledges that unit quantities are estimates and agrees that the estimated unit quantities listed on the Bid Form will be adjusted to reflect the actual unit quantities which may result in an adjustment to the Contract Unit Prices. Such an adjustment will be made by execution of a final additive or deductive Change Order following Contractor’s completion of the Work. Upon notification, Contractor’s failure to respond within seven (7) Days will result in Stadium Manager’s issuance of a unit quantity adjustment to the Contract Unit Prices and/or Contract Time in accordance with the Contract Documents. e. The Stadium Manager or Contractor may make a Claim for an adjustment in the Unit Price in accordance with the Contract Documents if:
i. the quantity of any item of Unit Price Work performed by Contractor differs by twenty-five percent (25%) or more from the estimated quantity of such item indicated in the Contract; and
ii. there is no corresponding adjustment with respect to any other item of Work; and
iii. Contractor believes that Contractor is entitled to an increase in Unit Price as a result of having incurred additional expense or the Stadium Manager believes that the Stadium Manager is entitled to a decrease in Unit Price and the parties are unable to agree as to the amount of any such increase or decrease.

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

This proposal will be itemized for the various components of the Additional Work and segregated by labor, material, and equipment in a detailed format satisfactory to the Stadium Manager. The Stadium Manager will require itemized change orders on all change order proposals from the Contractor, subcontractors, and sub-subcontractors regardless of tier. Details to be submitted will include detailed line-item estimates showing detailed materials quantity take-offs, material prices by item and related labor hour pricing information and extensions (by line item or by drawing as applicable). -71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
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b. Labor. The costs of labor will be the actual cost for wages prevailing locally for each craft or type of worker at the time the Additional Work is done, plus employer payments of payroll taxes and insurance, health and welfare, pension, vacation, apprenticeship funds, and other direct costs resulting from Federal, State or local laws, as well as assessment or benefits required by lawful collective bargaining agreements. The use of a labor classification which would increase the Additional Work cost will not be permitted unless the Contractor establishes the necessity for such new classifications. Labor costs for equipment operators and helpers shall be reported only when such costs are not included in the invoice for equipment rental.

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

Contractor shall reduce their standard payroll tax percentages to properly reflect the effective cost reduction due to the estimated impact of the annual maximum wages subject to payroll taxes. An estimated percentage for labor burden may be used for pricing change orders. However, the percentage used for labor burden to price change orders will be examined at the conclusion of the Project and an adjustment to the approved change orders will be processed if it is determined that the actual labor burden percentage should have been more or less than the estimated percentage used.
d. Materials. The cost of materials reported shall be at invoice or lowest current price at which such materials are locally available in the quantities involved, plus sales tax, freight, and delivery. Materials costs shall be based upon supplier or manufacturer’s invoice. If invoices or other satisfactory evidence of cost are not furnished within fifteen (15) Days of delivery, then the Stadium Manager shall determine the materials cost, at its sole discretion. Estimated material change order costs shall reflect the Contractor's reasonably anticipated net actual cost for the purchase of the material needed for the change order work. Estimated material costs shall reflect cost reductions available to the Contractor due to “non-cash” discounts, trade discounts, free material credits, and/or volume rebates. “Cash” discounts (i.e., prompt payment discounts of 2% or less) available on material purchased for change order work shall be credited to the Stadium Manager if the Contractor is provided the Stadium Manager funds in time for Contractor to take advantage -71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
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of any such “cash” discounts. The portion of any “cash” discounts greater than 2% will not be considered “non-cash” discount for purposes of this provision.

Price quotations from material suppliers must be itemized with unit prices for each specific item to be purchased. "Lot pricing" quotations will not be considered sufficient substantiating detail.
e. Tool and Equipment Use. Costs for the use of small tools, which are tools that have a replacement value of $1,000 or less, shall be considered included in the Overhead and Profit mark-ups established below. Allowable change order estimated costs may include appropriate amounts for rental of major equipment specifically needed to perform the change order work (defined as tools and equipment with an individual purchase cost of more than $750). For Contractor owned equipment, the "bare" equipment rental rates allowed to be used for pricing change order proposals shall be 75% of the monthly rate listed in the most current publication of The AED Green Book divided by 176 to arrive at a maximum hourly rate to be applied to the hours the equipment is used performing the change order work. Further, for Contractor owned equipment, the aggregate equipment rent charges for any single piece of equipment used in all change order work shall be limited to 50% of the fair market value of the piece of equipment when the first change order is priced involving usage of the piece of equipment. Fuel necessary to operate the equipment will be considered as a separate direct cost associated with the change order work. f. Maximum Markup Percentage Allowable on Self-Performed Work. With respect to pricing change orders, the maximum markup percentage to be paid to any Contractor or subcontractor (regardless of tier) on self-performed work shall be a single markup percentage not-to-exceed fifteen percent (15%) of the net direct cost of (1) direct labor and allowable labor burden costs applicable to the change in the Work; (2) the net cost of material and installed equipment incorporated into the change in the Work, and (3) net rental cost of major equipment and related fuel costs necessary to complete the change in the Work.
g. Maximum Markup Percentages Allowable on Work Performed by Lower Tier Subcontractors. With respect to pricing the portion of change order proposals involving Work performed by lower tier contractors, the maximum markup percentage allowable to the Contractor or subcontractor supervising the lower tier subcontractor's work shall not exceed five percent (5%) of the net of all approved change order work performed by all subcontractors combined for any particular change order proposal.
h. No Markup on Bonds and Liability Insurance Costs. Change order cost adjustments due to increases or decreases in bond or insurance costs (if applicable) shall not be subject to any markup.
i. Direct and Indirect Costs Covered by Markup Percentages. As a further clarification, the agreed upon markup percentage set forth above is intended to cover the Contractor's profit and all indirect costs associated with the change order work. Items intended to be covered by the markup percentage include, but are not limited to: home office expenses, branch office and field office -71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
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overhead expense of any kind, project management, superintendents, general foremen, estimating, engineering, coordinating, expediting, purchasing, detailing, legal, accounting, data processing or other administrative expenses, shop drawings, permits, auto insurance and umbrella insurance, pick-up truck costs, and warranty expense costs. The cost for the use of small tools is also to be considered covered by the markup percentage established above. Small tools shall be defined as tools and equipment (power or non-power) with an individual purchase cost of less than $750.
j. Deduct Change Orders and Net Deduct Changes. The application of the markup percentages referenced above will apply to both additive and deductive change orders. In the case of a deductive change order, the credit will be computed by applying the sliding scale percentages as outlined above so that a deductive change order would be computed in the same manner as an additive change order. In those instances where a change involves both additive and deductive work, the additions and deductions will be netted, and the markup percentage adjustments will be applied to the net amount. k. Contingency. In no event will any lump sum or percentage amounts for "contingency" be allowed to be added as a separate line item in change order estimates. Unknowns attributable to labor hours will be accounted for when estimating labor hours anticipated performing the work. Unknowns attributable to material scrap and waste will be estimated as part of material costs. l. Insurance and Bonds. In the event the Contractor has been required to furnish insurance and/or bonds as part of the base contract price, a final contract change order will be processed to account for the Contractor's net increase or decrease in insurance costs and/or bond premium costs associated with change orders to Contractor's base Contract Price.

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

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

It shall be Contractor’s burden to demonstrate to the Stadium Manager that the equipment could be actively used on another project.
iv. All equipment shall, in the opinion of the Stadium Manager’s Representative, be in good working condition and suitable for the purpose for which the equipment is to be used.
v. Before construction equipment is used on the Additional Work, Contractor shall plainly stencil or stamp an identifying number thereon at a conspicuous location, and shall furnish to the Stadium Manager’s Representative, in duplicate, a description of the equipment and its identifying number and the scheduled Additional Work activities planned. vi. Unless otherwise specified, manufacturer’s rating and manufacturer approved modifications shall be used to classify equipment for the determination of applicable rental rates. Equipment which has no direct -71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
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power unit shall be powered by a unit of at least the minimum rating recommended by the manufacturer.
f. Special Services. Special work or services are defined as that Additional Work characterized by extraordinary complexity, sophistication, or innovation or a combination of the foregoing attributes which are unique to the construction industry.
i. Invoices for Special Services. When the Stadium Manager’s Representative and Contractor determine that a special service is required which cannot be performed by the forces of Contractor or those of any of its Subcontractors, the special service may be performed by an entity especially skilled in the Additional Work. Invoices for special services based upon the current fair market value thereof may be accepted without complete itemization of labor, material, and equipment rental costs, after validation of market values by the Stadium Manager’s Representative. ii. Discount and Allowance. All invoices for special services will be adjusted by deducting all trade discounts offered or available, whether the discounts were taken or not. In lieu of Overhead and Profit specified herein, a total allowance not to exceed fifteen percent (15%) for Overhead and Profit will be added to invoices for Special Services.
iii. When the Stadium Manager determines, in its sole discretion, that competitive bidding is necessary for certain special services, Contractor shall solicit competitive bids for those special services. g. Excluded Costs. The term Time and Material shall not include any of the following costs or any other home or field office overhead costs, all of which are to be considered administrative costs covered by Contractor’s allowance for Overhead and Profit.
i. Overhead Cost. Payroll costs and other compensation of Contractor’s officers, executives, principals, general managers, engineers, architects, estimators, attorneys, auditors, accountants, purchasing and contracting agents, timekeepers, clerks, and other personnel employed by Contractor whether at the Site or in Contractor’s principal office or any branch office, material yard, or shop for general administration of the Additional Work; ii. Office Expenses. Expenses of Contractor’s principal and branch offices; iii. Capital Expenses. Any part of Contractor’s capital expenses, including interest on Contractor’s capital employed for the Additional Work and charges against Contractor for delinquent payments;
iv. Negligence. Costs due to the negligence of Contractor or any Subcontractor or Supplier, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, including without limitation the correction of Defective Work, disposal of materials or equipment wrongly supplied, and making good any damage to property; -71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
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v. Other. Other overhead or general expense costs of any kind and the cost of any item not specifically and expressly included in the Contract Documents;
vi. Small Tools. Cost of small tools valued at less than $1,000 and that remain the property of Contractor;
vii. Administrative Costs. Costs associated with the preparation of Change Orders (whether or not ultimately authorized), cost estimates, or the preparation or filing of Claims;
viii. Anticipated Lost Profits. Expenses of Contractor associated with anticipated lost profits or lost revenues, lost income or earnings, lost interest on earnings, or unpaid retention;
ix. Home Office Overhead. Costs derived from the computation of a “home office overhead” rate by application of the Eichleay, Allegheny, burden fluctuation, or other similar methods;
x. Special Consultants and Attorneys. Costs of special consultants or attorneys, whether or not in the direct employ of Contractor, employed for services specifically related to the resolution of a Claim, dispute, or other matter arising out of or relating to the performance of the Additional Work. h. Overhead, Profit and Other Charges. The mark-up for overhead (including supervision) and profit on work added to the Contract shall be according to the following:
i. “Net Cost” is defined as consisting of costs of labor, materials, and tools and equipment only excluding overhead and profit. The costs of applicable insurance and bond premium will be reimbursed to the Contractor and subcontractors at cost only, without mark-up. Contractor shall provide Stadium Manager with documentation of the costs, including, but not limited to, payroll records, invoices, and such other information as Stadium Manager may reasonably request.
ii. For Work performed by the Contractor’s forces, the added cost for overhead and profit shall not exceed fifteen percent (15%) of the Net Cost of the Work.
iii. For Work performed by a subcontractor, the added cost for overhead and profit shall not exceed fifteen percent (15%) of the subcontractor’s Net Cost of the Work to which the Contractor may add five percent (5%) of the subcontractor’s Net Cost.
iv. For Work performed by a sub-subcontractor, the added cost for overhead and profit shall not exceed fifteen percent (15%) of the sub-subcontractor’s Net Cost for Work to which the subcontractor and general contractor may each add an additional five percent (5%) of the Net Cost of the lower tier subcontractor.
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v. No additional mark-up will be allowed for lower tier subcontractors, and in no case shall the added cost for overhead and profit payable by Stadium Manager exceed twenty-five percent (25%) of the Net Cost as defined herein, of the party that performs the Work.

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

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

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

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

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

10. If the Stadium Manager disagrees with the proposal submitted by Contractor, it will notify the Contractor and the Stadium Manager will provide its opinion of the appropriate price and/or time extension. If the Contractor agrees with the Stadium Manager, a Change Order will be issued by the Stadium Manager. If no agreement can be reached, the Stadium Manager shall have the right to issue a unilateral Change Order setting forth its determination of the reasonable additions or savings -71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
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in costs and time attributable to the extra or deleted work. Such determination shall become final and binding if the Contractor fails to submit a claim in writing to the Stadium Manager within fifteen (15) Days of the issuance of the unilateral Change Order, disputing the terms of the unilateral Change Order, and providing such supporting documentation for its position as the Stadium Manager may require.

C. Change of Contract Times.

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

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

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

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

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

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

No time extension shall be allowed unless, and then only to the extent that, the Stadium Manager-caused delay extends the critical path beyond the previously approved Contract Time. If approved, the increase in time required to complete the Work shall be added to the Contract Time.
a. Contractor shall not be entitled to an adjustment in the Contract Price or Contract Times for delays within the control of Contractor. Delays attributable -71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
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to and within the control of a Subcontractor or Supplier shall be deemed to be delays within the control of Contractor.
b. If Contractor is delayed in the performance or progress of the Work by a Force Majeure Event, acts or failures to act of utility owners not under the control of Stadium Manager, or other causes not the fault of and beyond control of Stadium Manager and Contractor, then Contractor shall be entitled to a time extension when the Work stopped is on the critical path. Such a noncompensable adjustment shall be Contractor’s sole and exclusive remedy for such delays. Contractor must submit a timely request in accordance with the requirements of this Article.
c. Utility-Related Delays.
i. Contractor shall immediately notify in writing the utility owner and Stadium Manager’s Representative of its construction schedule and any subsequent changes in the construction schedule which will affect the time available for protection, removal, or relocation of utilities. Requests for extensions of time arising out of utility relocation or repair delays shall be filed in accordance with this Article.
ii. Contractor shall not be entitled to damages or additional payment for delays attributable to utility relocations or alterations if correctly located, as noted in the Contract Documents or by the Underground Service Alert survey.

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

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

9. Contractor’s failure, neglect, or refusal to comply with the requirements of the Contract Documents, or any portion thereof, shall bar Contractor’s request for extensions of the Contract Times. Such failure, neglect, or refusal prejudices Stadium Manager’s and Stadium Manager’s Representative’s ability to recognize and mitigate delay, and such failure, neglect, or refusal prevent the timely analysis of requests for extensions of Contract Times, and whether such extensions may be warranted. Contractor hereby waives all rights to extensions of Contract Times due to delays or accelerations that result from or occur during periods of time for which Contractor fails, neglects, or refuses to fully comply with the requirements of this Article.

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

B. Unless Contractor advises the Stadium Manager in writing prior to acceptance of the final five percent (5%) or the percentage specified in the Notice Inviting Bids where the Stadium Manager has adopted a finding of substantially complete, or the return of -71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
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securities held as described herein, said acceptance shall operate as a release to the Stadium Manager of all claims and all liability to Contractor for all things done or furnished in connection with this work and for every act of negligence of the Stadium Manager and for all other claims relating to or arising out of this work. If Contractor advises the Stadium Manager in writing prior to acceptance of final payment or return of the securities that there is a dispute regarding the amount due the Contractor, the Stadium Manager may pay the undisputed amount contingent upon the Contractor furnishing a release of all undisputed claims against the Stadium Manager with the disputed claims in stated amounts being specifically excluded by Contractor from the operation of the release. No payments, however, final or otherwise, shall operate to release Contractor or its sureties from the Faithful Performance Bond, Labor and Material Payment Bond, or from any other obligation under this contract.

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

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

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

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

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

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

A. Any and all claims, demands, causes of action, costs, expenses, injuries, losses or liabilities, in law or in equity, of every kind or nature whatsoever, but not limited to, injury to or death, including wrongful death, of any person, and damages to or destruction of property of any person, arising out of, related to, or in any manner -71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
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directly or indirectly connected with the Work or this Contract, including claims made by subcontractors for nonpayment, including without limitation the payment of all consequential damages and attorney’s fees and other related costs and expenses, however caused, regardless of whether the allegations are false, fraudulent, or groundless, and regardless of any negligence of the Indemnified Parties (including passive negligence), except the sole negligence, active negligence or willful misconduct of the Indemnified Parties.

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

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

Contractor shall immediately defend, at Contractor’s own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the Indemnified Parties. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against the Indemnified Parties in any such suit, action or other legal proceeding. Contractor shall reimburse the Indemnified Parties for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. The only limitations on this provision shall be those imposed by Civil Code Section 2782.

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

A. Intent. Effective January 1, 1991, Section 20104 et seq., of the California Public Contract Code prescribes a process utilizing informal conferences, non-binding judicial supervised mediation, and judicial arbitration to resolve disputes on construction claims of $375,000 or less. Effective January 1, 2017, Section 9204 of the Public Contract Code prescribes a process for negotiation and mediation to resolve disputes -71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
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on construction claims. The intent of this Article is to implement Sections 20104 et seq. and Section 9204 of the California Public Contract Code. This Article shall be construed to be consistent with said statutes.

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

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

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

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

3. Chronology of events and correspondence

4. Analysis of Claim merit

5. Analysis of Claim cost

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

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

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

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

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

F. Mediation. Within 10 business days following the conclusion of the meet and confer conference, if the Claim or any portion of the claim remains in dispute, the Stadium Manager shall provide the Contractor a written statement identifying the portion of the Claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the Claim shall be processed and made within 60 Days after the Stadium Manager issues its written statement. Any disputed portion of the Claim, as identified by the Contractor in writing, shall be submitted to nonbinding mediation, -71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
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with the Stadium Manager and the Contractor sharing the associated costs equally.

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

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

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

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

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

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

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

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

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

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

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

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

2. Upon receipt of any such notice, Contractor shall, unless the notice requires otherwise: (1) immediately discontinue Work on the date and to the extent specified in the notice; (2) place no further orders or subcontracts for material, services, or facilities with respect to suspended Work other than to the extent -71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
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required in the notice; (3) promptly make every reasonable effort to obtain suspension upon terms satisfactory to the Stadium Manager of all orders, subcontracts, and rental agreements to the extent they relate to performance of Work suspended; and (4) continue to protect and maintain the Work including those portions on which Work has been suspended.

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

B. Termination for Cause by the Stadium Manager:

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

2. In the event that the Stadium Manager serves such written notice of termination upon the Contractor and the Surety, the Surety shall have the right to take over and perform the Contract. If the Surety does not: (1) give the Stadium Manager written notice of Surety's intention to take over and commence performance of the Contract within 15 calendar days of the Stadium Manager's service of said notice of intent to terminate upon Surety; and (2) actually commence performance of the Contract within 30 calendar days of the Stadium Manager's service of said notice upon Surety; then the Stadium Manager may take over the Work and prosecute the same to completion by separate contract or by any other method it may deem advisable for the account and at the expense of the Contractor. -71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
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3. In the event that the Stadium Manager elects to obtain an alternative performance of the Contract as specified above: (1) the Stadium Manager may, without liability for so doing, take possession of and utilize in completion of the Work such materials, appliances, plants and other property belonging to the Contractor that are on the site and reasonably necessary for such completion (A special lien to secure the claims of the Stadium Manager in the event of such suspension is hereby created against any property of Contractor taken into the possession of the Stadium Manager under the terms hereof and such lien may be enforced by sale of such property under the direction of the Stadium Manager without notice to Contractor. The proceeds of the sale after deducting all expenses thereof and connected therewith shall be credited to Contractor. If the net credits shall be in excess of the claims of the Stadium Manager against Contractor, the balance will be paid to Contractor or Contractor’s legal representatives.); and (2) Surety shall be liable to the Stadium Manager for any cost or other damage to the Stadium Manager necessitated by the Stadium Manager securing an alternate performance pursuant to this Article.

C. Termination for Convenience by the Stadium Manager:

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

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

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

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

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

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

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

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

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

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

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

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

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

H. Acceptance of Defective Work.

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

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

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

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

I. Stadium Manager May Correct Defective Work.

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

2. In connection with such corrective or remedial action, Stadium Manager may exclude Contractor from all or part of the Site, take possession of all or part of the Work and suspend Contractor’s services related thereto, take possession of Contractor’s tools, appliances, construction equipment and machinery at the Site, and incorporate in the Work all materials and equipment stored at the Site or for -71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
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which Stadium Manager has paid Contractor but which are stored elsewhere.

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

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

4. Such claims, costs, losses and damages will include, but not be limited to, all costs of repair, or replacement of work of others destroyed or damaged by correction, removal, or replacement of Defective Work.

5. If the Change Order is executed after all payments under the Contract have been paid by Stadium Manager and the Project Retention is held in an escrow account as permitted by the Contract Documents, Contractor will promptly alert the escrow holder, in writing, of the amount of Retention to be paid to Stadium Manager.

6. If the Change Order is executed after release of the Project Retention, an appropriate amount will be paid by Contractor to Stadium Manager.

7. Contractor shall not be allowed an extension of the Contract Times because of any delay in the performance of the Work attributable to Stadium Manager correcting Defective work.

J. Nothing in the Warranty or in the Contract Documents shall be construed to limit the rights and remedies available to Stadium Manager at law or in equity, including, but not limited to, Code of Civil Procedure Section 337.15.

ARTICLE 51. DOCUMENT RETENTION & EXAMINATION
A. In accordance with Government Code Section 8546.7, records of both the Stadium Manager and the Contractor shall be subject to examination and audit by the State Auditor General for a period of three (3) years after final payment.

B. Contractor shall make available to the Stadium Manager any of the Contractor’s other documents related to the Project immediately upon request of the Stadium Manager.

C. In addition to the State Auditor rights above, the Stadium Manager shall have the right to examine and audit all books, estimates, records, contracts, documents, bid documents, subcontracts, and other data of the Contractor (including computations and projections) related to negotiating, pricing, or performing the modification in order to evaluate the accuracy and completeness of the cost or pricing data at no additional cost to the Stadium Manager, for a period of four (4) years after final payment. -71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
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ARTICLE 52. SEPARATE CONTRACTS
A. The Stadium Manager reserves the right to let other contracts in connection with this Work or on the Project site. Contractor shall permit other contractors reasonable access and storage of their materials and execution of their work and shall properly connect and coordinate its Work with theirs.

B. To ensure proper execution of its subsequent Work, Contractor shall immediately inspect work already in place and shall at once report to the Stadium Manager’s Representative any problems with the Work in place or discrepancies with the Contract Documents.

C. Contractor shall ascertain to its own satisfaction the scope of the Project and nature of any other contracts that have been or may be awarded by the Stadium Manager in prosecution of the Project to the end that Contractor may perform this Contract in the light of such other contracts, if any. Nothing herein contained shall be interpreted as granting to Contractor exclusive occupancy at site of the Project. Contractor shall not cause any unnecessary hindrance or delay to any other contractor working on the Project. If simultaneous execution of any contract for the Project is likely to cause interference with performance of some other contract or contracts, the Stadium Manager’s Representative shall decide which Contractor shall cease Work temporarily and which contractor shall continue or whether work can be coordinated so that contractors may proceed simultaneously. The Stadium Manager shall not be responsible for any damages suffered or for extra costs incurred by Contractor resulting directly or indirectly from award, performance, or attempted performance of any other contract or contracts on the Project site.

ARTICLE 53. NOTICE AND SERVICE THEREOF
All notices shall be in writing and either served by personal delivery or mailed to the other party as designated in the Bid Forms. Written notice to the Contractor shall be addressed to Contractor’s principal place of business unless Contractor designates another address in writing for service of notice. Notice to Stadium Manager shall be addressed to the Stadium Manager as designated in the Notice Inviting Bids unless Stadium Manager designates another address in writing for service of notice. Notice shall be effective upon receipt or five (5) calendar days after being sent by first class mail, whichever is earlier. Notice given by facsimile shall not be effective unless acknowledged in writing by the receiving party.

ARTICLE 54. NOTICE OF THIRD-PARTY CLAIMS
Pursuant to Public Contract Code Section 9201, the Stadium Manager shall provide the Contractor with timely notification of the receipt of any third-party claims relating to the Contract.

The Stadium Manager is entitled to recover reasonable costs incurred in providing such notification.

ARTICLE 55. STATE LICENSE BOARD NOTICE
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complaint regarding a latent act or omission pertaining to structural defects must be filed within ten (10) years of the date of the alleged violation. Any questions concerning a contractor may be referred to the Registrar, Contractors’ State License Board, P.O. Box 26000, Sacramento, California 95826.

ARTICLE 56. INTEGRATION
A. Oral Modifications Ineffective. No oral order, objection, direction, claim or notice by any party or person shall affect or modify any of the terms or obligations contained in the Contract Documents.

B. Contract Documents Represent Entire Contract. The Contract Documents are fully integrated and represent the entire agreement of the Stadium Manager and Contractor.

ARTICLE 57. ASSIGNMENT OF CONTRACT
Contractor shall not assign, transfer, convey, sublet or otherwise dispose of the rights or title of interest of any or all of this contract without the prior written consent of the Stadium Manager.

Any assignment or change of Contractor’s name of legal entity without the written consent of the Stadium Manager shall be void. Any assignment of money due or to become due under this Contract shall be subject to a prior lien for services rendered or Material supplied for performance of Work called for under the Contract Documents in favor of all persons, firms, or corporations rendering such services or supplying such Materials to the extent that claims are filed pursuant to the Civil Code, the Code of Civil Procedure or the Government Code.

ARTICLE 58. CHANGE IN NAME AND NATURE OF CONTRACTOR’S LEGAL ENTITY Should a change be contemplated in the name or nature of the Contractor’s legal entity, the Contractor shall first notify the Stadium Manager in order that proper steps may be taken to have the change reflected on the Contract and all related documents. No change of Contractor’s name or nature will affect Stadium Manager’s rights under the Contract, including but not limited to the bonds.

ARTICLE 59. ASSIGNMENT OF ANTITRUST ACTIONS
Pursuant to Public Contract Code Section 7103.5, in entering into a public works contract or subcontract to supply goods, services, or materials pursuant to a public works contract, Contractor or subcontractor offers and agrees to assign to the Stadium Manager all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 USC, Section 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from the purchase of goods, services, or materials pursuant to this contract or any subcontract. This assignment shall be made and become effective at the time the Stadium Manager tenders final payment to the Contractor, without further acknowledgment by the parties.

ARTICLE 60. PROHIBITED INTERESTS
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construction or material supply contract or any subcontract in connection with construction of the project, shall be or become directly or indirectly interested financially in the Contract.

ARTICLE 61. CONTROLLING LAW
Notwithstanding any subcontract or other contract with any subcontractor, supplier, or other person or organization performing any part of the Work, this Contract shall be governed by the law of the State of California excluding any choice of law provisions.

ARTICLE 62. JURISDICTION; VENUE
Contractor and any subcontractor, supplier, or other person or organization performing any part of the Work agrees that any action or suits at law or in equity arising out of or related to the bidding, award, or performance of the Work shall be maintained in the Superior Court of Santa Clara County, California, and expressly consent to the jurisdiction of said court, regardless of residence or domicile, and agree that said court shall be a proper venue for any such action.

ARTICLE 63. LAWS AND REGULATIONS
A. Contractor shall give all notices and comply with all laws, ordinances, rules and regulations bearing on conduct of work as indicated and specified. If Contractor observes that drawings and specifications are at variance therewith, it shall promptly notify the Stadium Manager’s Representative in writing and any necessary changes shall be adjusted as provided for in this Contract for changes in work. If Contractor performs any work knowing it to be contrary to such laws, ordinances, rules and regulations, and without such notice to the Stadium Manager’s Representative, it shall bear all costs arising therefrom.

B. Contractor shall be responsible for familiarity with the Americans with Disabilities Act (“ADA”) (42 U.S.C. § 12101 et seq.). The Work will be performed in compliance with ADA regulations.

ARTICLE 64. PATENTS
Contractor shall hold and save the Stadium Manager, officials, officers, employees, and authorized volunteers harmless from liability of any nature or kind of claim therefrom including costs and expenses for or on account of any patented or unpatented invention, article or appliance manufactured, furnished or used by Contractor in the performance of this contract.

ARTICLE 65. OWNERSHIP OF CONTRACT DOCUMENTS
All Contract Documents furnished by the Stadium Manager are Stadium Manager property. They are not to be used by Contractor or any subcontractor on other work nor shall Contractor claim any right to such documents. With exception of one complete set of Contract Documents, all documents shall be returned to the Stadium Manager on request at completion of the Work.

ARTICLE 66. NOTICE OF TAXABLE POSSESSORY INTEREST
In accordance with Revenue and Taxation Code Section 107.6, the Contract Documents may create a possessory interest subject to personal property taxation for which Contractor will be responsible.
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ARTICLE 67. SURVIVAL OF OBLIGATIONS
All representations, indemnifications, warranties, and guarantees made in, required by, or given in accordance with the Contract Documents, as well as all continuing obligations indicated in the Contract Documents, will survive final payment, completion, and acceptance of the Work or termination or completion of the Contract or termination of the services of Contractor.

END OF GENERAL CONDITIONS
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1.1 Stadium Manager’s Representative.

A. For purposes of this Project unless otherwise modified by the Stadium Manager, the Stadium Manager’s Representative shall be: Stadium Manager’s Vice President, Stadium Projects and Planning or designee.

1.2 Location of the Project.

A. The Project is located at Levi’s Stadium, 4900 Marie P. DeBartolo Way, Santa Clara, CA.

1.3 Reserved.

1.4 Status of the Project Area and Rights-of-Way.

A. Stadium Manager, at its expense, will provide all rights-of-way or related right-of-way permits, or both, covering the crossing of private property and public and private rightsof-way necessary for the permanent Work; provided, however, Contractor shall, at its expense, obtain any bonds or insurance policies or pay any fees and enter into any agreements required by a controlling authority, e.g., Santa Clara Valley Transit Authority (VTA), Santa Clara Valley Water District or City of Santa Clara, before Contractor enters upon any property or right-of-way under the jurisdiction of any such controlling authority for the purpose of performing Work.

B. Stadium Manager has acquired or is negotiating to acquire any rights-of-way, or both, necessary for the permanent Work.

C. If such permits are required, all operations of Contractor shall conform to the restrictions, regulations, and requirements set forth in said permits, copies of which will be included in the Contract Documents.

D. Contractor may be required, as a condition for receiving final payment, to obtain, and provide Stadium Manager’s Representative with copies of, executed damage releases from the owners of public and private property whose property has been damaged by the Work. The damage releases will be on a form provided by Stadium Manager.

E. Contractor shall, also, as a condition for receiving final payment, obtain, and provide Stadium Manager’s Representative with copies of, executed damage releases from the owners of certain public and private property or areas which have been crossed by the Work or otherwise affected by the Work. The damage releases will be on a form provided by Stadium Manager.

1.5 Site Data.

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1.6 Pre-Purchased or Pre-Negotiated Material.

NOT USED.

1.7 Modification of Hours of Work.

NOT USED.

1.8 Project Retention.

In accordance with Public Contract Code Section 7201, Stadium Manager will withhold 5% of each progress payment as retention on the Project.

1.9 Reserved.

1.10 Liquidated Damages Due to Contractor Delay.

A. Time is of the essence. Should Contractor fail to complete all or any part of the Work within the time specified in the Contract Documents, Stadium Manager will suffer damage, the amount of which is difficult, if not impossible, to ascertain and, pursuant to the authority of Government Code Section 53069.85, Stadium Manager shall therefore be entitled to $500.00 per Day as liquidated damages for each Day or part thereof that actual completion extends beyond the time specified.

B. Liquidated damages may be deducted from progress payments due Contractor, Project retention or may be collected directly from Contractor, or from Contractor's surety. These provisions for liquidated damages shall not prevent Stadium Manager, in case of Contractor's default, from terminating the Contractor.

1.11 Utility Outages – Notices to Residents.

A. Should Contractor’s operations require interruption of any utility service, Contractor shall notify Stadium Manager at least ten (10) Days prior to the scheduled outage.

Contractor will notify all impacted residents on a form provided by Stadium Manager at least seven (7) Days prior to the scheduled outage.

B. Contractor shall be responsible for providing, at its cost, any temporary utility or facilities necessitated by the utility outage.

1.12 Schedule Constraints and Milestones.

A. The Work at the Project site must be completed during the following periods unless otherwise authorized in writing by the Stadium Manager:

1. South Videoboard Sign (X-03A)
a. January 27, 2025, to June 13, 2025.

2. North Videoboard Sign (X-03B)
a. January 27, 2025, to June 13, 2025.
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3. East Exterior Sign (X-01)
a. January 27, 2025, to December 31, 2025.

4. West Exterior Sign (X-02)
a. January 27, 2025, to December 31, 2025
B. Major Event Schedule Constraints

1. On-site Work may not occur during any of the following periods. a. June 14, 2025 – June 23, 2025
b. June 24, 2025 – July 3, 2025
c. July 4, 2025 – July 20, 2025
d. July 28, 2025 – August 4, 2025
e. September 10, 2025 – September 13, 2025
f. September 29, 2025 – October 5, 2025

2. In addition to the known Schedule Constraints and Milestones outlined in Section

1.12.A and 1.12.B above, additional events may be scheduled during the Project timeline. Such dates include, but are not limited to:
a. Two (2) non-NFL events, dates to be determined
b. Ten (10) NFL home games, dates to be determined

3. On-site Work shall not occur 72 hours prior to and 24 hours after any major events without Stadium Manager’s prior written approval.

4. Existing or replacement/new Levi’s signage must be complete and functioning for all major events.

C. Project Milestones

1. South Videoboard Sign (X-03A) (Base Bid Item No. 3) – Subject to the schedule constraints noted herein, all Work associated with the South Videoboard Sign must be completed by no later than June 13, 2025.

2. North Videoboard Sign (X-03B) (Base Bid Item No. 4) – Subject to the schedule constraints noted herein, all Work associated with the North Videoboard Sign must be completed by no later than June 13, 2025.

3. East Exterior Sign (X-01) (Base Bid Item No. 1) – Subject to the schedule constraints noted herein, all Work associated with the East Exterior Sign must be completed by no later than December 31, 2025.
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4. West Exterior Sign (X-02) (Base Bid Item No. 2) – Subject to the schedule constraints noted herein, all Work associated with the West Exterior Sign must be completed by no later than December 31, 2025.

D. Stadium Manager has considered these schedule constraints when determining the Contract Times and no additional time or compensation will be added to the Contract due to these constraints.

1.13 Noise Restrictions
A. Contractor shall use only such equipment on the Work and in such state of repair so that the emission of sound therefrom is within the noise tolerance level of that equipment as established by Cal/OSHA.

B. Contractor shall comply with the most restrictive of the following: (1) local sound control and noise level rules, regulations and ordinances and (2) the requirements contained in these Contract Documents, including hours of operation requirements.

C. No internal combustion engine shall be operated on the Project without a muffler of the type recommended by the manufacturer. Should any muffler or other control device sustain damage or be determined to be ineffective or defective, the Contractor shall promptly remove the equipment and shall not return said equipment to the job until the device is repaired or replaced. Said noise and vibration level requirements shall apply to all equipment on the job or related to the job, including but not limited to, trucks, transit mixers or transit equipment that may or may not be owned by the Contractor.

1.14 Safety Programs.

A. In addition to all other safety requirements of the Contract Documents, Contractor must comply with Cal/OSHA safety requirements at all times during the completion of the Work.

B. Stadium Manager has considered these Safety Programs when determining the Contract Times and no additional time or compensation will be added to the Contract due to these Programs.

1.15 Coordination with Other Contractors.

A. In addition to the Contract requirements relating to other work at the Site, Stadium Manager anticipates that other contractors will be performing work within the Site.

B. Stadium Manager has considered these other contractors when determining the Contract Times and no additional time or compensation will be added to the Contract due to these other contractors.

1.16 Levi’s Stadium – Jobsite Rules.

A. The Contractor (to include all contractors, vendors, subcontractor and employees of each) shall adhere to the following rules while on site:
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1. Contractor shall park in only approved Contractor designated parking areas as identified by Stadium Manager.

2. No smoking, drugs, or alcohol permitted on site.

3. Contractor work area must be left in a clean, neat and orderly condition at the end of each day. If the Contractor fails to perform daily cleaning the Stadium Manager reserves the right to clean up debris at Contractor expense.

4. Contractor shall coordinate with Stadium Manager for use of restroom facilities prior to Project.

5. Contractor to schedule work hours with Stadium Manager prior to Project. Work outside of regularly schedule hours shall require prior written approval by Stadium Manager.

6. Contractor shall coordinate employee break areas with the Stadium Manager prior to Project. All lunch and break debris generated by the Contractor must be disposed of immediately in appropriate containers (i.e. glass, aluminum, cardboard, etc.).

7. No radios, iPods, music devices with earbuds, etc. allowed. NO EXCEPTIONS.

8. Contractor shall report Project status to the Stadium Manager weekly and provide an update on the progress of the work. Contractor shall contact Stadium Manager immediately should any incidents occur or if any conflicts with these jobsite rules should arise.

9. Personal Protective Equipment (“PPE”), including but not limited to, proper safety clothing MUST be worn at all times while on jobsite. Any personnel without proper safety clothing will not be allowed on site. This includes office personnel and visitors. Appropriate PPE shall be coordinated with the Stadium Manager prior to Project.

10. The Contract supervisor assigned to this job must have the ability to make employees follow ALL jobsite rules.

11. NO children (under 18 years old) are allowed on site.

12. Contractor, to include all employees and visitors, must register each day for stadium access through the Stadium Manager provided visitor management and access control system. Contractor employees are subject to health screening prior to approval of site access. Contractor employees shall adhere to all Stadium Manager site access requirements.

13. Contractors and all employees must stay in their area as required and defined in the Project scope of work. Any Contractor employee found outside of the authorized Project area will be removed from the property and may not return to the site.
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14. Contractor Equipment / Vehicles – Contractor shall coordinate delivery and use of all equipment brought and used on site (owned or rented) with the Stadium Manager prior to Project. Equipment shall display markings identifying the following information for each piece of equipment while on site:
o Contractor’s Company Name
o Contractor’s Equipment Contact
o Contact Phone Number
o Duration On-Site (i.e. 06/02/25- 06/15/25)
Equipment requiring this information includes, but is not limited to, the following types of equipment:
o Material Handling Equipment (such as Forklifts and Pallet Jacks) o Golf Carts
o Flatbeds
o Manlifts
o Vehicles
o Job Boxes
o Trailers
o Other Equipment
Anyone operating this equipment must have the proper certifications, operate them in compliance with Cal/OSHA standards, and shall follow any Stadium Manager safety protocols.

B. Social Media Policy. This policy governs contractors use of social media, including any online tools used to share content and profiles, such as personal web pages, message boards, networks, communities, and social networking websites including, but not limited to, Facebook, Twitter, Instagram, LinkedIn, Snapchat, Tumblr, Reddit, and web blogs. The lack of explicit reference to a specific site or type of social media does not limit the application of this policy. The Contractor (and all employees) are prohibited from the following:

1. Using social media to post or to display comments about Stadium Manager, the San Francisco 49ers, Levi’s Stadium, co-workers, supervisors, clients, vendors, suppliers or members of management that are vulgar, obscene, physically threatening or intimidating, harassing, or otherwise constitute a violation of the Stadium Manager’s workplace policies against discrimination, retaliation, harassment, or hostility on account of any protected category, class, status, act or characteristic.
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2. Infringing on Stadium’s logos, brand names, taglines, slogans or other trademarks.

Contractors and their agents, owners, and employees shall comply with the laws regarding copyrights, trademarks, rights or publicity and other third-party rights.

3. Posting or displaying content that is an intentional public attack on the quality of the Stadium’s products and/or services in a manner that a reasonable person would perceive as calculated to harm the Stadium’s business and is unrelated to any employee concern involving wages, hours, or other terms and conditions of employment.

4. Posting a photograph of a supervisor, manager, co-worker (including players and coaches in non-public settings), vendor, supplier, or client without that individual's express permission.

Violations of this policy may result in disciplinary action up to and including removal from the jobsite. Please contact the Stadium Manager if you have any questions about this policy.

1.17 Procurement and Contract Process Integrity and Conflict of Interest Guidelines A. PURPOSE

1. The purpose of these Guidelines is to ensure integrity in the Stadium Manager’s procurement and contract processes, to educate Stadium Manager employees, consultants, uncompensated outside parties and any person involved in the decision to award a contract about potential Conflicts of Interest, and to establish guidelines for procedural screening of Conflicts of Interest.

2. The Stadium Manager desires to provide a fair opportunity to participants in competitive processes for the award of Stadium Manager contracts by promulgating integrity and removal of Conflicts of Interest in all competitive solicitations.

B. DEFINITIONS

1. PURCHASING MANAGER
“Purchasing Manager” is the Stadium Manager representative designated by the Stadium Manager to be responsible for the Stadium Manager’s procurement process.

2. ELECTED OFFICIAL
"Elected Official" means the City of Santa Clara Mayor, Council Members, City Clerk, and Chief of Police.

3. COUNCIL APPOINTEES
"Council Appointees" means the City of Santa Clara City Manager, City Attorney, and City Auditor.
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4. SOLICITATION
"Solicitation" means, but is not limited to, specification development, preparation and issuance of requests for proposals, quotes, qualifications or bids, evaluation of responses and submissions, and other evaluations which lead to an award of a Stadium Manager contract.

C. GENERAL PROVISIONS

1. COMMUNICATION PROTOCOL
a. Prior to Issuance of Solicitations: Prior to the issuance of Solicitations, contact between prospective respondents and Stadium Manager staff, consultants or City of Santa Clara elected officials is permissible.
b. After Issuance of Solicitations and prior to Submission deadline for Solicitations: After issuance of Solicitations, all contact between prospective respondents and the Stadium Manager with regard to the Solicitation must be directed to the procurement contact designated in the Solicitation. Stadium Manager staff and consultants will refer all inquiries with regard to the Solicitation to the procurement contact. All requests for clarification, objections to the structure, content, or distribution of a Solicitation, or other inquiries must be made in writing and the Stadium Manager shall answer to these clarifications, objections, and inquiries in writing via addenda to the Solicitation. c. After Submission Deadline of Solicitations and prior to Issuance of a Notice of Intended Award: After the submission deadline of Solicitations, all contact regarding the procurement between respondents and the Stadium Manager and participants in the evaluation process, who are not Stadium Manager employees or representatives, must be directed to the procurement contact designated in the Solicitation. Stadium Manager staff and consultants will refer all inquiries to the procurement contact identified in the Solicitation document.
d. After Issuance of a Notice of Intended Award: The Stadium Manager will issue a notice of intended award to all respondents including the basis for selection and instructions for filing a protest. All respondents shall follow the procedures for protest as indicated in the Solicitation document. During the protest period, Stadium Manager staff and consultants will refer all inquiries to the procurement contact identified in the Solicitation document. e. After Completion of Protest Period: After completion of the protest period contact between prospective respondents and Stadium Manager staff, consultants and City of Santa Clara elected officials is permissible.

D. RESPONDENT'S CODE OF CONDUCT

1. By submitting a response to a Stadium Manager Solicitation, respondents are individually and solely responsible for ensuring compliance with these Guidelines on behalf of the respondent's employees, agents, consultants, lobbyists, or other parties or individuals engaged for purposes of developing or supporting a response. In addition to adhering to these Guidelines, respondents may not collude, directly or indirectly among themselves in regard to the amount, terms or conditions of a Solicitation, influence any Stadium Manager staff member or -71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
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evaluation team member throughout the solicitation process, including the development of specifications, submit incorrect information in the response to a Solicitation or misrepresent, or fail to disclose material facts during the evaluation process. Any evidence indicating a respondent has failed to adhere with any section of these Guidelines may result in the respondent's disqualification from the procurement as well as possible debarment.

E. CONFIDENTIALITY DURING EVALUATION PROCESS

1. Stadium Manager staff, consultants, and outside evaluators who are participants in the evaluation process are required to sign a confidentiality agreement which binds the participants not to share any information about responses received and the evaluation process until the Stadium Manager issues a notice of intended award.

F. CONFLICT OF INTEREST

1. Elected officials, appointed officials, their staffs, and Stadium Manager employees and consultants are expected to avoid any conflicts of interest. Further, such individuals should avoid the appearance of conflicts of interest in order to ensure that Stadium Manager decisions are made in an independent and impartial manner. In general, the designated Stadium Manager procurement contact, in consultation with the Stadium Manager’s Chief Financial Officer (“CFO”) shall take measures to ensure that the Stadium Manager avoid any conflict of interests in procurement processes of Stadium Manager contracts. Specifically, these measures include that:
a. Persons who may not be regularly involved in Stadium Manager procurements review this Exhibit and other ethical standards and elicit such information from them to enable the Stadium Manager to determine if the person's participation would create a conflict of interest. Such persons shall include, but are not limited to:
(i) authors of specifications
(ii) paid and unpaid evaluators
(iii) paid and unpaid consultants who assist in the procurement process b. The CFO shall discuss any potential conflict of interest identified with Stadium Manager’s legal department and document the resulting determination, and take appropriate action including, but not limited to, removal of an employee, consultant, or outside uncompensated party from the procurement activity or cancellation of a Solicitation.

G. ALLEGATIONS OF CONFLICT OF INTEREST

1. Prior to the Solicitation release, up to award of contract, any allegations of conflict of interest by a Stadium Manager employee, consultant, or other participant in the pre- Solicitation and Solicitation process shall be reported to the CFO. The CFO shall investigate the alleged conflict of interest in consultation with the Stadium Manager’s legal department and document the resulting determination. -71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
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H. ALLEGATIONS OF MISCONDUCT

1. At any time during a Solicitation process, any misconduct by a Stadium Manager employee, consultant, or other participant in the pre-Solicitation and Solicitation process, shall be reported to the CFO. The CFO shall investigate the alleged misconduct, in consultation with the procurement contact, and others, as appropriate. Nothing in these guidelines is intended to prohibit anyone from communicating with the CFO or legal department about any alleged misconduct.

END OF SPECIAL CONDITIONS

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PART 1 -- GENERAL

1.1 DESCRIPTION
This Project involves the replacement of the current Levi’s Stadium naming rights signage with a new signage package encompassing an enhanced design and electrical system.

PART 2 -- PRODUCTS (NOT USED)
PART 3 -- EXECUTION

3.1 LAYOUT OF WORK AND QUANTITY SURVEYS
General. The Contractor shall utilize a properly licensed surveyor to perform all layout surveys required for the control and completion of the Work, and all necessary surveys to compute quantities of Work performed.

Stadium Manager and/or the Stadium Manager’s Representative has established primary control to be used by the Contractor for establishing lines and grades required for the Work.

Primary control consists of benchmarks and horizontal control points in the vicinity of the Work. A listing and identification of the primary control is provided on the Drawings. Before beginning any layout work or construction activity, the Contractor shall check and verify primary control, and shall advise the Stadium Manager Representative of any discrepancies.

Quantity surveys. The Contractor shall perform such surveys and computations as are necessary to determine quantities of Work performed or placed during each progress payment period and shall perform all surveys necessary for the Stadium Manager Representative to determine final quantities of Work in place. The Stadium Manager Representative will determine final quantities based upon the survey data provided by the Contractor, and the design lines and grades. If requested by the Stadium Manager Representative, the Contractor shall provide an electronic copy of data used for quantity computations.

All surveys performed for measurement of final quantities of Work and material shall be subject to approval of Stadium Manager’s Representative. Unless waived by Stadium Manager’s Representative in each specific case, quantity surveys made by the Contractor shall be made in the presence of Stadium Manager’s Representative.

Surveying
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1. Accuracy. Degree of accuracy shall be an order high enough to satisfy tolerances specified for the Work and the following:
(a) Right-of-way and alignment of tangents and curves shall be within 0.1 foot. (b) Structure points shall be set within 0.01 foot, except where operational function of the special features or installation of metalwork and equipment require closer tolerances. When formwork has been placed and is ready for concrete, the Contractor shall check the formwork for conformance with the drawings and to ensure that the forms are sufficiently within the tolerance limits for the completed work.
(c) Cross-Section points shall be located within 0.1 foot, horizontally and vertically. (d) Aerial Mapping shall meet National Mapping Standards for 2-foot contour intervals.

Records. Survey data shall be recorded in accordance with recognized professional surveying standards. Original field notes, computations, and other surveying data shall be recorded on electronic data collectors or in standard field books and must be of sufficient quality to enable the Contractor to prepare accurate record drawings as required by the Contract Documents.

Cost. Unless otherwise called for by the Contract Documents, the cost of all material, equipment, and labor required for surveys for the layout of work and quantity surveys shall be included in the Schedule of Pay Items for items of work requiring the surveys.

No additional compensation shall be made to the Contractor for this Work.

3.2 SCHEDULE
Estimated Schedule. Within 14 Days after the issuance of the Notice to Proceed, Contractor shall prepare a Project schedule and shall submit this to the Stadium Manager’s Representative for Approval. The receipt or Approval of any schedules by the Stadium Manager’s Representative or the Stadium Manager shall not in any way relieve the Contractor of its obligations under the Contract Documents. The Contractor is fully responsible to determine and provide for any and all staffing and resources at levels which allow for good quality and timely completion of the Project. Contractor’s failure to incorporate all elements of Work required for the performance of the Contract or any inaccuracy in the schedule shall not excuse the Contractor from performing all Work required for a completed Project within the specified Contract time period. If the required schedule is not received by the time the first payment under the Contract is due, Contractor shall not be paid until the schedule is received, reviewed and accepted by the Stadium Manager’s Representative.

Schedule Contents. The schedule shall indicate the beginning and completion dates of all phases of construction; critical path for all critical, sequential time related activities; and “float time” for all “slack” or “gaps” in the non-critical activities. The schedule shall clearly identify all staffing and other resources which in the Contractor’s judgment are needed to complete the Project within the time specified for completion.

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Schedule Updates. Contractor shall continuously update its construction schedule.

Contractor shall submit an updated and accurate construction schedule to the Stadium Manager’s Representative monthly when requested to do so by Stadium Manager’s Representative. Contractor shall also submit schedules showing a three-week detailed look-ahead at bi-weekly meetings conducted with the Stadium Manager. The Stadium Manager’s Representative may withhold progress payments or other amounts due under the Contract Documents if Contractor fails to submit an updated and accurate construction schedule.

3.3 TEMPORARY FIELD OFFICE
NOT USED.

3.4 PROTECTION OF WORK AND PROPERTY
All traffic detector loops, fences, walls, culverts, property line monuments, or other obstructions (except property line monuments within five (5) feet of the centerline of the mains) which are removed, damaged, or destroyed in the course of the Work, shall be replaced or repaired to the original condition. If Contractor provides the Stadium Manager with reasonable notice of the need for such repair or replacement, it shall be performed by the Stadium Manager. If the Contractor fails to provide the Stadium Manager with reasonable notice, the repair or replacement shall be performed by and at the expense of the Contractor to the satisfaction of the Stadium Manager, whether or not those obstructions have been shown on the Plans, unless otherwise stated herein. It is then the Contractor’s responsibility to employ at its expense a Licensed Land Surveyor to restore all property line monuments located more than five (5) feet from the centerline of the mains, which are destroyed or obliterated. Property line monuments located within five (5) feet of the centerline of the mains will be replaced by the Stadium Manager at no expense to the Contractor, provided the Stadium Manager is notified at least 48 hours before the property line monuments are damaged.

Contractor shall provide such heat, covering, and enclosures as are necessary to protect all Work, materials, equipment, appliances, and tools against damage by weather conditions.

Contractor shall take adequate precautions to protect existing sidewalks, curbs, pavements, utilities, and other adjoining property and structures, and to avoid damage thereto, and Contractor shall repair any damage thereto caused by the Work operations. Contractor shall:

1. Enclose the working area with a substantial barricade and arrange work to cause minimum amount of inconvenience and danger to the public.

2. Provide substantial barricades around any shrubs or trees indicated to be preserved.

3. Deliver materials to the Project site over a route designated by the Stadium Manager’s Representative.
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4. Provide any and all dust control required and follow the Applicable air quality regulations as appropriate. If the Contractor does not comply, the Stadium Manager shall have the immediate authority to provide dust control and deduct the cost from payments to the Contractor.

5. Confine Contractor’s apparatus, the storage of materials, and the operations of its workers to limits required by law, ordinances, permits, or directions of the Stadium Manager’s Representative. Contractor shall not unreasonably encumber the Project site with its materials.

6. Take care to prevent disturbing or covering any survey markers, monuments, or other devices marking property boundaries or corners. If such markers are disturbed by accident, they shall be replaced by a civil engineer or land surveyor acceptable to the Stadium Manager, at no cost to the Stadium Manager.

7. Ensure that existing facilities, fences and other structures are all adequately protected and that, upon completion of all Work, all facilities that may have been damaged are restored to a condition acceptable to the Stadium Manager.

8. Preserve and protect from injury all buildings, pole lines and all direction, warning and mileage signs that have been placed within the right-of-way.

9. At the completion of work each day, leave the Project site in a clean, safe condition.

10. Comply with any stage construction and traffic control plans. Access to residences and businesses shall be maintained at all times, unless otherwise permitted in writing by the Stadium Manager.

These precautionary measures will apply continuously and not be limited to normal working hours. Full compensation for the Work involved in the preservation of life, safety and property as above specified shall be considered as included in the prices paid for the various contract items of Work, and no additional allowance will be made, therefore.

Should damage to persons or property occur as a result of the Work, Contractor shall be responsible for proper investigation, documentation, including video or photography, to adequately memorialize and make a record of what transpired. The Stadium Manager shall be entitled to inspect and copy any such documentation, video, or photographs.

3.5 SITE CONDITIONS SURVEYS
Work Included.

Contractor shall conduct thorough pre-construction and post-construction site condition surveys of the entire project area. Site Conditions surveys shall include written documentation of the conditions found, as well as photographs and video recordings of the area within at least 80 feet of any construction area and staging area.

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Submittals.

1. Written documentation of site condition survey at pre-construction and postconstruction.

2. Photographs as described herein of pre-construction and post-construction conditions.

3. Video recordings as described herein of pre-construction and post-construction conditions.

4. Submittals shall be made within three days of the surveys. All post-construction data shall be submitted prior to the final project inspection.

Site Condition Written Documentation.

Written documentation shall include the time, date, and conditions under which the site survey was made. The documentation shall note the condition of structures, pavement, sidewalks, utilities, fences, and etc. within the work areas.

Photographs.

1. General – Contractor shall take enough photographs during each site survey to provide a record of conditions existing prior to construction and conditions after construction. Pre-construction photographs shall be taken prior to any construction or mobilization of equipment, but not more than one week prior to actual start of work. The pre-construction photographs may be staged at different times to match the progression of the Work.

2. The photographs shall document existing damage to public and private facilities, both prior to and after construction. Conditions to be documented include, but are not limited to: sidewalk cracks, broken curbs, separated property walls, improvements within public rights-of-way, access roads used, utility covers and markings, signs, pavement striping, pavement, unique or unusual conditions, adjacent driveways, landscaping, survey markers, and any feature directed by the Stadium Manager’s Representative. Private property that is adjacent to the public right-of-way shall be documented to the extent visible from the public right-of-way.

3. Photographs shall include items to indicate scale, as needed. In particular, scales or other items shall be laid next to close ups of structural cracks and other damaged areas being recorded. Scaling shall also be used to document elevation differences, as needed.

4. One set of color prints shall be submitted. Additional sets shall be available for reviewing in settling any construction disputes. A set of photos shall also be furnished in electronic format. The resolution shall be at least equal to 7 megapixels. All photos shall be documented as to time and date taken, photographer, project number, location, and orientation. Documentation shall include a brief description of objects photographed.

Video Recording.
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1. Video recordings shall document the conditions of the entire area affected by construction, as well as nearby structures and facilities. The general documentation requirements for videos are the same as for photographs. Video recorders shall accurately and continuously record the time and date.

2. Video recordings shall include an audio portion made simultaneously during the videoing. The audio recording shall describe the location, time, orientation, and objects being recorded. Special commentary shall be provided for unusual conditions or damage noted.

3. Video equipment shall be capable of producing high resolution images and shall have zoom capabilities.

4. Video recordings shall provide an overall picture of the sites and shall provide detailed images of damaged areas. Video shall extend to the maximum height of structures.

5. The Stadium Manager’s Representative shall have the right to reject any audio video recordings submitted with unintelligible audio, uncontrolled pan or zoom, or of poor quality. Video recordings shall be repeated when rejected.

6. Video recordings shall be submitted with labels indicating the project, date, recorder, and other pertinent information. Recordings shall be submitted on standard DVDs in a standard format.

Timing.

Contractor shall provide written notice of the time scheduled for the site conditions survey and the place it is to begin. Contractor shall obtain the Stadium Manager’s Representative concurrence prior to beginning the condition survey. The Stadium Manager’s Representative reserves the right to cancel the survey due to weather conditions or other problems. Videoing shall be done during times of good visibility and no videoing or photography shall be done during periods of visible precipitation or when standing water obscures pavement. Contractor shall provide the Stadium Manager’s Representative with an opportunity to have a representative present when taking the photos and provide guidance during photographing.

Site Surveyor.

The site condition surveyor(s) shall be experienced in construction and potential damage concerns. The site condition surveyor(s) shall be familiar with the photography and video equipment being used.

Field Quality Control.

Prior to submitting videos and photographs, the Contractor shall spot check the photos and videos in the field to insure they accurately reflect the actual conditions and to insure they are correctly labeled.

Soils Compaction Testing.
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1. All soils compaction testing will be done by a licensed geotechnical engineer furnished by the Stadium Manager. Soils compaction testing will be done for all footings and foundations prior to placement of rebar or concrete.

2. For pipeline construction, soil compaction testing will be done at 100-foot intervals at the bottom of the trench prior to placement of pipe bedding; at the top of the pipe bedding above the pipe; every two vertical feet of trench backfill; at the top of the trench backfill, which should be the bottom of the pavement Section; and at the top of the aggregate base prior to pavement construction.

3.6 SUBMITTAL REQUIREMENTS FOR MANUALS AND RECORD DRAWINGS General. The Contractor shall furnish all materials and perform all Work required for furnishing submittals to Stadium Manager in accordance with Contract Documents.

Technical Manuals.

1. The Contractor shall submit technical operation and maintenance information for each item of mechanical, electrical and instrumentation equipment in an organized manner in the Technical Manual. It shall be written so that it can be used and understood by Stadium Manager’s operation and maintenance staff.

2. The Technical Manual shall be subdivided first by specification Section number; second, by equipment item; and last, by "Category." "Categories" shall conform to the following (as applicable):
(a) Category 1 - Equipment Summary:
(1) Summary: A summary table shall indicate the equipment name, equipment number, and process area in which the equipment is installed. (b) Category 2 - Operational Procedures:
(1) Procedures: Manufacturer-recommended procedures on the following shall be included in Part 2:
a. Installation
b. Adjustment
c. Startup
d. Location of controls, special tools, equipment required, or related instrumentation needed for operation
e. Operation procedures
f. Load changes
g. Calibration
h. Shutdown
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i. Troubleshooting
j. Disassembly
k. Reassembly
l. Realignment
m. Testing to determine performance efficiency
n. Tabulation of proper settings for all pressure relief valves, low- and high-pressure switches, and other protection devices
o. List of all electrical relay settings including alarm and contact settings
(c) Category 3 - Preventive Maintenance Procedures:
(1) Procedures: Preventive maintenance procedures shall include all manufacturer-recommended procedures to be performed on a periodic basis, both by removing and replacing the equipment or component, and by leaving the equipment in place.
(2) Schedules: Recommended frequency of preventive maintenance procedures shall be included. Lubrication schedules, including lubricant SAE grade, type, and temperature ranges, shall be covered. (d) Category 4 - Parts List:
(1) Parts List: A complete parts list shall be furnished, including a generic description and manufacturer's identification number for each part.

Addresses and telephone numbers of the nearest supplier and parts warehouse shall be included.
(2) Drawings: Cross-sectional or exploded view drawings shall accompany the parts list.
(e) Category 5 - Wiring Diagrams:
(1) Diagrams: Part 5 shall include complete internal and connection wiring diagrams for electrical equipment items.
(f) Category 6 - Shop Drawings:
(1) Drawings: This part shall include approved shop or fabrication drawings, complete with dimensions.
(g) Category 7 - Safety:
(1) Procedures: This part describes the safety precautions to be taken when operating and maintaining the equipment or working near it. (h) Category 8 - Documentation:
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(1) All equipment warranties, affidavits, and certifications required by the Technical Specifications shall be placed in this part.

3. The Contractor shall furnish to Stadium Manager six (6) identical Technical Manuals. Each set shall consist of one or more volumes, each of which shall be bound in a standard binder.

Spare Parts List - The Contractor shall furnish to Stadium Manager six (6) identical sets of spare parts information for all mechanical, electrical, and instrumentation equipment. The spare parts list shall include the current list price of each spare part.

The spare parts list shall include those spare parts which each manufacturer recommends be maintained by Stadium Manager in inventory. Each manufacturer or supplier shall indicate the name, address, and telephone number of its nearest outlet of spare parts to assist Stadium Manager in ordering. The Contractor shall crossreference all spare parts lists to the equipment numbers designated in the Contract Documents. The spare parts lists shall be bound in standard size, 3-ring binder.

Record Drawings

1. The Contractor shall maintain one record set of Drawings at the Site. On these, it shall mark all Project conditions, locations, configurations, and any other changes or deviations which may vary from the information represented in the original Contract Documents, including buried or concealed construction and utility features which are revealed during the course of construction. Special attention shall be given to recording the horizontal and vertical location of all buried utilities that differ from the locations indicated, or which were not indicated on the Contract Drawings. Said record drawings shall be supplemented by any detailed sketches as necessary or directed to fully indicate the Work as actually constructed. These master record drawings of the as-built conditions, including all revisions made necessary by Addenda and Change Orders shall be maintained up-to-date during the progress of the Project. Red ink shall be used for alterations and notes. Notes shall identify relevant Change Orders by number and date.

2. For all Projects involving the installation of any pipeline, Contractor shall survey and record the top of the pipe at a minimum of every 100 linear feet, and at each bend, recording both the horizontal and vertical locations.

3. Record drawings shall be accessible to Stadium Manager’s Representative at all times during the construction period. Failure on the Contractor’s part to keep record drawings current could result in withholding partial payment.

4. Upon Completion of the Project and as a condition of final acceptance, the Contractor shall finalize and deliver a complete set of Record Drawings to Stadium Manager’s Representative. The information submitted by the Contractor will be assumed to be correct, and the Contractor shall be responsible for, and liable to Stadium Manager, for the accuracy of such information, and for any errors or omissions which may or may not appear on the Record Drawings.

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be included in Contractor’s bid and distributed in the Schedule of Pay. No additional compensation shall be made to the Contractor for this Work.

3.7 MATERIALS
Materials to be Furnished by the Contractor

1. Inspection of Materials. Materials furnished by the Contractor which will become a part of the Project shall be subject to inspection at any one or more of the following locations, as determined by Stadium Manager’s Representative: at the place of production or manufacture, at the shipping point, or at the site of the Work. To allow sufficient time to provide for inspection, the Contractor shall submit to Stadium Manager’s Representative, at the time of issuance, copies of purchase orders or other written instrument confirming procurement of the materials, including drawings and other pertinent information, covering materials on which inspection will be made.

2. No later than fourteen (14) Days prior to manufacture of material, Contractor shall inform Stadium Manager’s Representative, in writing, the date the material is to be manufactured.

3. Contractors Obligations. The inspection of materials at any of the locations specified above or the waiving of the inspection thereof shall not impact whether the materials and equipment conform to the Contract Documents. Contractor will not be relieved from furnishing materials meeting the requirements of the Contract Documents due to Stadium Manager’s inspection or lack of inspection of the equipment or materials. Acceptance of any materials will be made only after materials are installed in the Project.

4. Cost. Unless otherwise called for by the Contract Documents, the cost of all material, equipment, and labor required to accommodate Stadium Manager’s testing efforts, including any travel required by Contractor’s forces, shall be included in Contractor’s bid and distributed in the Schedule of Pay Items related to the materials requiring testing. No additional compensation shall be made to the Contractor for this Work.

3.8 LOCAL CONDITIONS AND REQUIREMENTS
Access to Work and Haul Routes

1. General. All work on the rights-of-way necessary for access to the Site shall be performed by the Contractor.

2. Access, Damage, Restoration. The Contractor shall make his own investigation of the condition of available public or private roads and of clearances, restrictions, bridge-load limits, permit or bond requirements, and other limitations that affect or may affect transportation and ingress or egress at the Site. Claims for changes in Contract Price or Contract Times arising out of the unavailability of transportation facilities or limitations thereon shall not be considered by Stadium Manager.
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3. The Contractor shall maintain and repair any damage arising out of Contractor’s operations to all roads used during construction of the Project, and upon completion of all Work, but prior to final acceptance, the roads shall be restored to their original condition. Prior to using any road for access to the Site, the Contractor shall conduct a photograph and/or video survey of the roadway with a copy submitted to Stadium Manager’s Representative.

4. Cost. Unless otherwise called for by the Contract Documents, the cost of all material, equipment, and labor required to complete this Work, shall be included in Contractor’s bid and distributed in the Schedule of Pay Items. No additional compensation shall be made to the Contractor for this Work.

Power. Contractor shall provide at its own expense all necessary power required for operations under the contract. The Contractor shall provide and maintain in good order such modern equipment and installations as shall be adequate in the opinion of the Stadium Manager’s Representative to perform in a safe and satisfactory manner the Work required by the contract.

Construction Water.

1. Construction water shall not be used for purposes other than those required to satisfactorily complete the contract.

2. All connections to the Stadium Manager's water system used for the purposes of obtaining construction water shall utilize a temporary construction meter and backflow prevention device supplied by the Stadium Manager. The Stadium Manager-furnished backflow prevention device shall be tested immediately after installation and the construction meter and backflow prevention device shall not be placed into service until the backflow prevention device passes such tests.

Backflow prevention device testing shall be performed in accordance with applicable standards, and test results shall be provided to the Stadium Manager’s Representative. If the temporary construction meter and backflow prevention device are moved to alternate location(s) during construction, the backflow prevention device shall again be tested as described above immediately after reinstallation.

3. For each temporary construction meter requested by the Contractor for the performance of work under this contract, an amount equivalent to the deposit requirement for temporary construction meters listed in the current approved version of the Stadium Manager’s Policies and Procedures Manual shall be withheld from the final contract payment until the temporary construction meters are returned.

Operation of Existing Water Facilities

1. The Contractor shall not operate any of the existing water systems, including pumps, motors, and hydrants, but shall contact the Stadium Manager four (4) calendar days in advance with a list and location of the water system facilities that will require operating, opening, stopping, or closure by the Stadium Manager. -71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! B.

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2. At the option of the Stadium Manager’s Representative, the Contractor may be permitted to operate valves for the purpose of making connections to existing mains. The Stadium Manager will perform all notification to existing customers regarding temporary loss of service.

3. Contractor shall submit a request on Stadium Manager’s standard form for any shut-down of existing water facilities.

Construction at Existing Utilities

1. General. Where the Work to be performed crosses or otherwise interferes with water, sewer, gas, or oil pipelines; buried cable; or other public or private utilities, the Contractor shall perform construction in such a manner so that no damage will result to either public or private utilities. It shall be the responsibility of the Contractor to determine the actual locations of, and make accommodates to maintain, all utilities.

2. Permission, Notice and Liability. Before any utility is taken out of service, permission shall be obtained by the Contractor from the owner. The owner, any impacted resident or business owner and the Stadium Manager Representative will be advised of the nature and duration of the utility outage as well as the Contractor’s plan for providing temporary utilities if required by the owner. The Contractor shall be liable for all damage which may result from its failure to maintain utilities during the progress of the Work, and the Contractor shall indemnify Stadium Manager as required by the Contract Documents from all claims arising out of or connected with damage to utilities encountered during construction; damages resulting from disruption of service; and injury to persons or damage to property resulting from the negligent, accidental, or intentional breaching of utilities.

3. Cost. Unless otherwise called for by the Contract Documents, the cost of all material, equipment, and labor required to complete this Work, shall be included in Contractor’s bid and distributed in the Schedule of Pay Items. No additional compensation shall be made to the Contractor for this Work.

Traffic Control

1. General. Contractor shall abide by traffic control plans approved by the appropriate jurisdiction.

2. Protections. Roads subject to interference by the Work shall be kept open or suitable temporary passages through the Work shall be provided and maintained by the Contractor. The Contractor shall provide, erect, and maintain all necessary barricades, suitable and sufficient flasher lights, flag persons, danger signals, and signs, and shall take all necessary precautions for the protection of the Work and the safety of the public. No construction work along public or private roads may proceed until the Contractor has proper barricades, flasher lights, flag persons, signals, and signs in place at the construction site.
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3. Cost. Unless otherwise called for by the Contract Documents, the cost of all material, equipment, and labor required to complete this Work, shall be included in Contractor’s bid and distributed in the Schedule of Pay Items. No additional compensation shall be made to the Contractor for this Work.

Cleaning Up

1. Contractor at all times shall keep premises free from debris such as waste, rubbish, and excess materials and equipment. Contractor shall not store debris under, in, or about the premises. Contractor shall also clean all asphalt and concrete areas to the degree necessary to remove oil, grease, fuel, or other stains caused by Contractor operations or equipment. The use of water, resulting in mud on streets, will not be permitted as substitute for sweeping or other methods. Dust control may require having a water truck onsite for the duration of the project, and/or use of temporary hoses and pipelines to convey water.

2. Contractor shall fully clean up the site at the completion of the Work. If the Contractor fails to immediately clean up at the completion of the Work, the Stadium Manager may do so and the cost of such clean up shall be charged back to the Contractor.

3.9 ENVIRONMENTAL QUALITY PROTECTION
Environmental Conditions

1. Contractor must comply with all applicable environmental laws, Project conditions, and constraints.

2. Stadium Manager has considered these Environmental Conditions when determining the Contract Times and no additional time or compensation will be added to the Contract due to these Conditions.

Landscape and Vegetation Preservation

1. General. The Contractor shall exercise care to preserve the natural landscape and vegetation and shall conduct operations so as to prevent unnecessary destruction, scarring, or defacing of the natural surroundings in the vicinity of the Work.

2. Damage and Restoration. Movement of crews and equipment within the rights-ofway and over routes provided for access to the Work shall be performed in a manner to prevent damage to property. When no longer required, construction roads shall be restored to original contours.

3. Upon completion of the Work, and following removal of construction facilities and required cleanup, land used for construction purposes and not required for the completed installation shall be scarified and regraded, as required, so that all surfaces are left in a condition that will facilitate natural revegetation, provide for proper drainage, and prevent erosion.
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4. Cost. Unless otherwise called for by the Contract Documents, the cost of all material, equipment, and labor required to complete this Work, shall be included in Contractor’s bid and distributed in the Schedule of Pay Items. No additional compensation shall be made to the Contractor for this Work.

Protected Species

1. General. If, in the performance of the Work, evidence of the possible occurrence of any Federally listed threatened or endangered plant or animal is discovered, the Contractor shall notify the Stadium Manager Representative immediately, giving the location and nature of the findings. Written confirmation of the evidence, location and nature of the findings shall be forwarded to Stadium Manager within 2 Days.

2. Procedures. The Contractor shall immediately cease all construction activities in the immediate area of the discovery to the extent necessary to protect the endangered plant or animal.

If directed by the Stadium Manager Representative, Contractor will refrain from working in the immediate area, suspend the Work in its entirety, or alter its performance to ensure full compliance with all applicable permits, laws and regulations. Any Stadium Manager directed changes to the Work as a result of a siting will be pursuant to the Contract Documents.

3. False Siting. Any costs or delays incurred by Stadium Manager or the Contractor due to unreasonable or false notification of an endangered plant or animal will be borne by the Contractor.

4. Cost. Unless otherwise called for by the Contract Documents, the cost of all material, equipment, and labor required to comply with this paragraph, shall be included in Contractor’s bid and distributed in the Schedule of Pay Items. No additional compensation shall be made to the Contractor for this Work.

Preservation of Historical and Archeological Resources

1. General. If, in the performance of the Work, Contractor should unearth cultural resources (for example, human remains, animal bones, stone tools, artifacts and/or midden deposits) through excavation, grading, watering or other means, the Contractor notify the Construction/Archeological Monitor and/or the Stadium Manager Representative immediately, giving the location and nature of the findings. Written confirmation of the evidence, location and nature of the findings shall be forwarded to the Construction/Archeological Monitor and/or Stadium Manager within 2 Days.

2. Procedures. The Contractor shall immediately cease all construction activities in the immediate area of the discovery to the extent necessary to protect the cultural resource.

If directed by the Stadium Manager Representative, Contractor will refrain from working in the immediate area, suspend the Work in its entirety, or re-sequence and/or alter its performance to ensure full compliance with all applicable permits, -71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! C.

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laws and regulations. Should the presence of cultural resources be confirmed, the Contractor will assist the Stadium Manager Representative and the Construction/Archeological Monitor in the preparation and implementation of a data recovery plan. The Contractor shall provide such cooperation and assistance as may be necessary to preserve the cultural resources for removal or other disposition. Any Stadium Manager directed changes to the Work as a result of the cultural resource will be pursuant to the Contract Documents.

3. Contractor’s Liability. Should Contractor, without permission, injure, destroy, excavate, appropriate, or remove any cultural resource on or adjacent to the Site, it will be subject to disciplinary action, arrest and penalty under applicable law. The Contractor shall be principally responsible for all costs of mitigation and/or restoration of cultural resources related to the unauthorized actions identified above. Contractor shall be required to pay for unauthorized damage and mitigation costs to cultural resources (historical and archeological resources) as a result of unauthorized activities that damage cultural resources and shall indemnify Stadium Manager pursuant to the Contract Documents.

4. Cost. Unless otherwise called for by the Contract Documents, the cost of all material, equipment, and labor required to comply with this paragraph, shall be included in Contractor’s bid and distributed in the Schedule of Pay Items. No additional compensation shall be made to the Contractor for this Work.

Dust and Pollution Control

1. Contractor shall provide all necessary material, equipment and labor to prevent and control the emission of dust and any other potential pollutant on site.

2. Contractor shall not discharge into the atmosphere from any source smoke, dust or other air contaminants in violation of the law, rules, and regulations of the governing agency.

3. Cost. Unless otherwise called for by the Contract Documents, the cost of all material, equipment, and labor required to comply with this paragraph, shall be included in Contractor’s bid and distributed in the Schedule of Pay Items. No additional compensation shall be made to the Contractor for this Work.

Fugitive Dust
NOT USED.

Management of Storm, Surface and Other Waters

1. Storm water, surface water, groundwater, and nuisance, or other waters may be encountered at various times during construction of the Project. Federal and State laws require the Stadium Manager and its contractors to manage such waters pursuant to the requirements of California State Water Resources Control Board Order Number 2009-0009-DWQ, the Federal Clean Water Act, and the California Porter Cologne Water Quality Control Act. Contractor acknowledges that it has investigated the risk arising from such waters in conjunction with the Project and assumes any and all risks and liabilities arising therefrom. -71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! E.

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2. The Contractor shall perform all construction operations in such a manner as to comply, and ensure all subcontractors to comply, with all applicable Federal, State, and local laws, orders, and regulations concerning the control and abatement of water pollution; and all terms and conditions of any applicable permits issued for the Project. In the event there is a conflict between Federal, State, and local laws, regulations, and requirements, the most stringent shall apply.

3. Contractor violations. If noncompliance should occur, the Contractor shall report this to the Stadium Manager Representative immediately, with the specific information submitted in writing within 2 Days. Consistent violations of applicable Federal, State, or local laws, orders, regulations, or Water Quality Standards may result in Stadium Manager stopping all site activity until compliance is ensured. The Contractor shall not be entitled to any change in Contract Price or Contract Times, claim for damage, or additional compensation by reason of such a work stoppage.

Corrective measures required to bring activities into compliance shall be at the Contractor's expense.

4. Compliance with Construction General Storm water Permit. Contractor shall be required to comply with all aspects of the State Water Resources Control Board (State Board) Water Quality Order No. 2009-0009-DWQ, National Pollutant Discharge Elimination System General Permit for Storm Water Discharges Associated with Construction Activity (Permit) for all projects that involve construction on or disturbance of one acre or more of land or which are part of a larger common area of development.
(a) Contractor shall prepare and implement a Storm Water Pollution Prevention Plan (SWPPP) for the Project site based on the appropriate Risk Level requirements, and draft and coordinate submittal of all Permit related documents with Stadium Manager’s Legally Responsible Person and/or Authorized Signatory as those terms are defined in the Permit. The Contractor shall submit the SWPPP to the Stadium Manager Representative for review not less than fifteen (15) Days prior to the start of on- site construction work. Stadium Manager will file the Notice of Intent and pay the filing fee.
(b) The SWPPP shall be developed by a Qualified SWPPP Developer and implemented by a Qualified SWPPP Practitioner as those terms are defined in the Permit and shall include industry standard requirements for water quality control including but not be limited to the following:
(1) Sediment and erosion control measures to manage sediment and erosion including vegetative practices, structural control, silt fences, straw dikes, sediment controls or operator controls as appropriate.

Storm water management measures shall be instituted as required, including velocity dissipaters, and solid waste controls shall address controls for building materials and offsite tracking of sediment. (2) Wastewater and storm water management controls to divert offsite surface flows around the Project site and to divert surface flows within the Project area away from areas of open earth or stockpiles of building and other materials. Wastewater from general construction activities, such as drain water collection, aggregate processing, concrete batching, drilling, -71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
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grouting, or other construction operations, shall not enter flowing or dry watercourses without having met the authorized non-storm water discharge requirements listed in State Board Water Quality Order No. 2009-0009-DWQ, Section III.C., including proper notification to the Regional Water Board.
(3) Pollution prevention measures including methods of dewatering, unwatering, excavating, or stockpiling earth and rock materials which include prevention measures to control silting and erosion, and which will intercept and settle any runoff of sediment-laden waters. (4) Turbidity prevention measures for prevention of excess turbidity including, but are not restricted to, intercepting ditches, settling ponds, gravel filter entrapment dikes, flocculating processes, recirculation, combinations thereof, or other approved methods that are not harmful to aquatic life. All such wastewaters discharged into surface waters, shall contain the least concentration of settleable material possible, and shall meet all conditions of Section 402, the National Pollutant Discharge Elimination System (NPDES) permit.
(5) Overall construction site management measures to address changes at the Project site as the Project moves through different phases and changes that account for rainy and dry season management practices. (6) Pollution control measures and construction activity methods that will prevent entrance, or accidental spillage, of solid matter, contaminants, debris, or other pollutants or wastes, into streams, flowing or dry watercourses, lakes, wetlands, reservoirs, or underground water sources. Such pollutants and wastes include, but are not restricted to:
refuse, garbage, cement, sanitary waste, industrial waste, hazardous materials, radioactive substances, oil and other petroleum products, aggregate processing, tailings, mineral salts, and thermal pollution. (7) Control measures for stockpiled or deposited materials prohibiting the stockpile or deposit of excavated materials, or other construction materials, near or on-stream banks, lake shorelines, or other watercourse perimeters where they can be washed away by high water or storm runoff, or can, in any way, encroach upon the watercourse. (8) Develop and implement a Rain Event Action Plan (REAP), if required, that must be designed and implemented to protect all exposed portions of the site 48 hours prior to any likely precipitation event. (9) Monitoring, reporting and record keeping, as necessary to achieve compliance with applicable Permit requirements, including but not limited to annual reports and rain event reports.
(c) Before any Permit related documents, including the SWPPP, rain event reports, or annual reports may be submitted to the State Board or implemented on the Project site, they must first be reviewed and approved by Stadium Manager. (d) Stadium Manager retains the right to procure and maintain coverage under the Permit for the Project site if the Contractor fails to draft a SWPPP or other -71:9436Ā.6;25782Ā0-)Ā(-'#$&%*Ȁ/' Ȁ$.#!Ȁ*.&$Ȁ$..#",+#" &! Agreement No: 10309
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Permit related document or fails to proceed in a manner that is satisfactory to Stadium Manager. Stadium Manager reserves the right to implement its own SWPPP at the Project site and hire additional contractors to maintain compliance. Whether Contractor has adequately maintained compliance with the Permit shall be Stadium Manager’s sole determination. In the event that Contractor has failed or is unable to maintain compliance with the Permit, any costs or fines incurred by Stadium Manager in implementing a SWPPP, or otherwise maintaining compliance with the Construction General Permit shall be paid by the Contractor.
(e) Failure to implement the SWPPP or otherwise comply with the Permit is a violation of federal and state law. Contractor hereby agrees to indemnify the Indemnified Parties as required by the Contract Documents for any noncompliance or alleged noncompliance with the Permit arising out of or in connection with the Project, except for liability resulting from the sole established negligence, willful misconduct or active negligence of the Indemnified Parties. Stadium Manager may seek damages from Contractor for delay in completing the Contract in accordance with the Contract Documents, caused by Contractor’s failure to comply with the Permit.

5. In addition to compliance with the Permit, Contractor shall comply with the lawful requirements of any applicable municipality, district, drainage district, flood control district, and other local agencies regarding discharges of storm water, surface water, groundwater or other nuisance waters off of the Project site.

6. Oil storage tanks management.
(a) Storage tank placement. All oil or other petroleum product (hereinafter referred to collectively as oil) storage tanks shall be placed at least 20 feet from streams, flowing or dry watercourses, lakes, wetlands, reservoirs, and any other water source.
(b) Storage area dikes. Storage areas shall be diked at least 12 inches high or graded and sloped to permit safe containment of leaks and spills equal to the capacity of all tanks and/or containers located within each area, plus a sufficient amount of freeboard to contain the 25-year rainstorm. (c) Diked area barriers. Diked areas shall have an impermeable barrier at least 10 mils thick. Areas used for refueling operations shall have an impermeable liner at least 10 mils thick buried under 2 to 4 inches of soil. (d) Spill Prevention Control and Countermeasure Plan (SPCC). Where the location of a construction site is such that oil from an accidental spillage could reasonably be expected to enter into or upon the navigable waters of the United States or adjoining shorelines, and the aggregate storage of oil at the site is over 1,320 gallons or a single container has a capacity in excess of 660 gallons, the Contractor shall prepare an SPCC Plan. The Contractor shall submit the SPCC Plan to the Stadium Manager’s Representative at least 30 days prior to delivery or storage of oil at the site. The Plan must have been reviewed and certified by a registered professional engineer in accordance with 40 C.F.R., part 112
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7. Underground tank prohibition. The Contractor shall not use underground storage tanks.

8. Construction safety standards. The Contractor shall comply with the sanitation and potable water requirements of Section 7 of United States Bureau of Reclamation's publication “Reclamation Safety and Health Standards.”

9. Other Permits.
(a) Other permits applicable to the Project are listed in the Special Conditions.

The Contractor shall obtain all other necessary licenses and permits. (b) Monitoring. The Contractor is required to conduct monitoring in order to meet the requirements of the permits, which may include sampling, testing and inspections.
(c) Recordkeeping. The Contractor shall retain all records and data required by the permits for the time specified in the contract.

10. Cost. Except as specified herein, the cost of complying with this Section shall be included in the Schedule of Pay Items for work which necessitate the water pollution prevention measures required by this paragraph.

Federal Aviation Association (FAA) Notice and Coordination.

1. Any temporary construction activity that exceeds 200 feet above ground level limitation requires the Contractor to give notice, coordinate and schedule the temporary construction activity with the FAA in advance of the activity. The Stadium Manager recommends two (2) weeks advance notice to the FAA, but it is the responsibility of the Contractor to obtain approval from the FAA prior to the activity. An example of an activity that might exceed the 200-foot elevation ceiling is a temporary crane operation to lift signs into place. The permanent location of any part of any sign installed as part of the Project may not exceed the 200-foot elevation ceiling above ground level in accordance with FAA restrictions.

Playing Surface Restriction.

1. Contractor’s field access plan including, without limitation, any crane use on the playing field at the Project site must be approved in writing by the Stadium Manager in advance of Contractor accessing the playing field for any reason. Except as otherwise expressly approved by the Stadium Manager, all construction operations shall be conducted outside the limits of the playing field at the Project site.

END OF GENERAL REQUIREMENTS

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105 TECHNICAL SPECIFICATIONS

TECHNICAL SPECIFICATIONS

SUMMARY
This Project replaces the current Levi’s Stadium naming rights signage with a new signage package encompassing an enhanced design and electrical system as indicated in the Plans and Specifications.

SCOPE OF WORK

1. Base Bid Scope
a. Scope Summary
i. Base Bid Item No. 1 – Contractor shall complete all Work necessary to complete the East Exterior Sign (denoted as Sign X-01 in the Plans and Specifications) and all associated demolition, disposal, improvements and requirements in accordance with the Contract Documents. ii. Base Bid Item No. 2 – Contractor shall complete all Work necessary to complete the West Exterior Sign (denoted as Sign X-02 in the Plans and Specifications) and all associated demolition, disposal, improvements and requirements in accordance with the Contract Documents. iii. Base Bid Item No. 3 – Contractor shall complete all Work necessary to complete construction of the South Videoboard Sign (denoted as Sign X-03A in the Plans and Specifications) and all associated demolition, disposal, improvements and requirements in accordance with the Contract Documents. iv. Base Bid Item No. 4 – Contractor shall complete all Work necessary to complete construction of the North Videoboard Sign (denoted as Sign X-03B in the Plans and Specifications) and all associated demolition, disposal, improvements and requirements in accordance with the Contract Documents. b. Contractor shall purchase and install pre-approved products (or approved or-equal substitutes) as per the Plans and Specifications. Contractor shall ensure proper demolition and disposal and/or recycling of old signage, electrical materials, and other waste generated as part of the Project.
c. Contractor shall comply with all requirements of the Contract Documents in the performance of the Work.
d. Contractor is informed the Base Bid Scope shall include a new signage package that encompasses:
i. The East Exterior Sign (denoted as Sign X-01 in the Plans and Specifications), West Exterior Sign (denoted as Sign X-02 in the Plans and Specifications), South Videoboard Sign (denoted as Sign X-03A in the Plans and Specifications), and North Videoboard Sign (denoted as Sign X-03B in the Plans and Specifications), all with dimmable LED lighting with mastercontrolled and synchronized dimming modules; ii. Sign cabinets, integrated letters, channel form letters, secondary framing, edge beams, fastenings, additional supports, etc., that shall be engineered by Contractor. Shop drawings must be submitted to the Stadium Manager for approval prior to fabrication and installation;
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Levi’s Stadium Levi’s Naming Rights Signage
Refurbishment/Replacement Project
106 TECHNICAL SPECIFICATIONS
iii. The electrical system shall encompass the addition of new loads to the existing panelboard, installation of new panelboards, a new transformer, and new feeders, per the Plans and Specifications.
e. Contractor shall be responsible for making the necessary adjustments and coordination of all work between trades and existing conditions, including but not limited to mechanical, electrical, plumbing, architectural, structural, and fire protection systems, and design and installation Work performed under the Project may impact these building systems. f. Contractor shall retain and pay for the services of an independent testing firm to perform inspections and tests as required through startup, certification, energization and final acceptance by Stadium Manager.
g. Contractor shall avoid and immediately correct lighting output spillage during construction and throughout any applicable warranty periods.
h. Contractor shall coordinate with Stadium Manager personnel to ensure there are no power and communication interruptions to any scheduled events.

2. The Contractor shall provide all materials, equipment, tools, labor, supervision and project management necessary to complete the Project. Except as otherwise specified herein, Contractor is responsible for obtaining all permits and approvals from authorities having jurisdiction over the Project as may be necessary to complete the Project.

3. Refer to the Plans and Specifications referenced below for additional information.

PLANS AND SPECIFICATIONS

1. Follow the hyperlink to download the following Plans and Specifications and permit card for this Project:
https://49ers.egnyte.com/fl/YDKBBrCsRW

PERMITS
The Stadium Manager has submitted the Plans and Specifications for the Project to the City of Santa Clara for permit. Contractor shall retrieve the building permit at the City of Santa Clara Permit Center, located at 1500 Warburton Avenue, Santa Clara, CA 95050, prior to starting the Work. Contractor is required to coordinate with City building officials, testing firm, and Stadium Manager for required inspections and commissioning for the Project.

GENERAL REQUIREMENTS

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

2. In all active Work areas, Contractor shall provide, install and maintain all necessary barricades and warnings to prohibit pedestrian access into any affected Work area. This not only includes areas surrounding the Work, but also includes areas below the Work. Levi’s Stadium is an active building containing employees, guests, and other contractors on a daily basis.

3. Cleaning and Protection
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Levi’s Stadium Levi’s Naming Rights Signage
Refurbishment/Replacement Project
107 TECHNICAL SPECIFICATIONS
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. Protect all adjacent equipment, material, and property. c. Upon completion of the Work, remove unused materials, debris, containers, footing forms and equipment from the Project site. Remove protective coverings and clean the exposed surfaces of the Work to remove dirt, stains and other substances, by methods as recommended by manufacturers.

MATERIALS

1. Contractor shall perform the Work in accordance with the requirements specified in the Technical Specifications and Plans and Specifications.

2. Refer to the Notice Inviting Bids regarding requirements associated with “or-equal” substitutions. Contractor shall be solely responsible for ensuring and verifying the parts, equipment, and materials required to complete all Work on the Project, including any approved “or-equal” substitutes, are compatible with existing equipment and systems.

SUBMITTALS

1. Contractor shall submit parts and pieces identified in the “Materials” section of this document to the Stadium Manager or its designee for review and approval.

INSTALLATION

1. The Contractor is responsible for the installation of material and equipment per the manufacturer requirements. Contractor shall provide all tools, labor, materials, and accessories necessary to complete the installation per the manufacturer requirements.

2. The Project site is Levi’s Stadium, which is located at the following address:

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

SCHEDULE

1. Delivery and installation of materials is required within the Contract Time specified in the Contract Documents. Contractor shall coordinate with Stadium Manager to schedule delivery, site access, and installation of materials.
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Levi’s Stadium Levi’s Naming Rights Signage
Refurbishment/Replacement Project
108 EXHIBIT “A”
Change Order Form
EXHIBIT “A”

CHANGE ORDER FORM
Forty Niners Stadium Management Company LLC
Contract Change Order #
Project: Change Order No.:

Orig. Contract Amt.: $ Days
Contract No.:

Contractor: Prev. Appvd. Changes: $ Days
Owner: Forty Niners Stadium Management
Company LLC This Change: $ Days
Revised Contract Amt.: $ Days
This Change Order covers changes to the subject Contract as described herein. The Contractor shall construct, furnish equipment and materials, and perform all work as necessary or required to complete the Change Order items for a lump sum price agreed upon between the Contractor and Forty Niners Stadium Management Company LLC, otherwise referred to as Owner.

Item
No. Description of Changes
Increase/
(Decrease)
in Contract
Amount
Contract
Time
Extension,
Days
1 2
Totals $
4900 Marie DeBartolo Way
Santa Clara, CA 95054
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Levi’s Stadium Levi’s Naming Rights Signage
Refurbishment/Replacement Project
109 EXHIBIT “A”
Change Order Form
The amount of the Contract will be increased by the sum of $_______________ and the Contract Time shall be extended by ____ calendar days. The undersigned Contractor approves the foregoing Change Order #___ as to the changes, if any, in the Contract Price specified for each item including any and all supervision costs and other miscellaneous costs relating to the change in work, and as to the extension of time allowed, if any, for completion of the entire work on account of said Change Order #___. The Contractor agrees to furnish all labor and materials and perform all other necessary work, inclusive of the directly or indirectly related to the approved time extension, required to complete the Change Order items. This document will become a supplement of the Contract and all provisions will apply hereto. It is understood that the Change Order shall be effective when approved by the Owner.

Contractor accepts the terms and conditions stated above as full and final settlement of any and all claims arising out of or related to the subject of this Change Order and acknowledges that the compensation (time and cost) set forth herein comprises the total compensation due for the work or change defined in the Change Order, including all impact on any unchanged work. By signing this Change Order, the Contractor acknowledges and agrees that the stipulated compensation includes payment for all Work contained in the Change Order, plus all payment for any acceleration or interruption of schedules, extended overhead costs, delay, and all impact or cumulative impact on all Work under this Contract. The signing of this Change Order acknowledges full mutual accord and satisfaction for the change and that the stated time and/or cost constitute the total equitable adjustment owed the Contractor as a result of the change. The Contractor hereby releases and agrees to waive all rights, without exception or reservation of any kind whatsoever, to file any further claim or request for equitable adjustment of any type, for any reasonably foreseeable cause that shall arise out of, or as a result of, this Change Order and/or its impact on the remainder of the Work under the Contract.

Accepted:

(Signature) Contractor’s Authorized Representative Date Recommended:

(Signature) [**INSERT NAME, TITLE**] Date
Approved:

(Signature) [**INSERT NAME, TITLE**] Date
Item
No.

Justification for Change(s)
1 2
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Response to Request for Proposal
Bid Scope Package
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NAMING RIGHTS
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