5-Attachment D - Exemplar Contract FY26-0094.docx

FORTY NINERS STADIUM MANAGEMENT COMPANY LLC

ON-CALL PROFESSIONAL SERVICES AGREEMENT

ARCHITECTURAL AND ENGINEERING SERVICES

This Agreement is made and entered into this [***INSERT DAY***] day of [***INSERT MONTH***], [***INSERT YEAR***] by and between the Forty Niners Stadium Management Company LLC, a Delaware limited liability company (“Stadium Manager”) and [***INSERT NAME***], a [***[INSERT TYPE OF ENTITY - CORPORATION, PARTNERSHIP, SOLE PROPRIETORSHIP OR OTHER LEGAL ENTITY]***] with its principal place of business at [***INSERT ADDRESS***] (“Consultant”). Stadium Manager and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.

RECITALS

A. Stadium Manager is managing Levi’s Stadium, which is owned by the Santa Clara Stadium Authority, a joint exercise of powers entity, created through Government Code sections 6500 et seq. and is in need of professional services for the following project:

The Consultant shall provide multi-disciplinary architectural, engineering, and specialty design services at Levi’s Stadium, located at 4900 Marie P. DeBartolo Way, Santa Clara, California 95054 (the “Stadium”), pursuant to a multi-year, on-call services agreement. Services shall include, without limitation, planning, design, engineering, analysis, and related consulting services across multiple disciplines, including coordination of subconsultants as necessary, in support of capital improvements, maintenance, and operational projects at the Stadium. Such services may include preparation of design documents, permitting support, bidding assistance, construction administration, and related technical services, as further described in the Scope of Services and as authorized by subsequently issued task orders (each, a “Project,” and collectively, the “Projects”).

AGREEMENT

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1. Services.

Consultant shall provide the Stadium Manager with the services described in the Scope of Services attached hereto as Exhibit “A.” The services shall be more particularly described in the individual Task Order issued by the Stadium Manager or its designee. No services shall be performed unless authorized by a fully executed Task Order in the form attached hereto as Exhibit “C”.

3. Additional Work.

If changes in the work seem merited by Consultant or the Stadium Manager, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the Stadium Manager by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the Stadium Manager and executed by both Parties before performance of such services, or the Stadium Manager will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement.

4. Maintenance of Records.

Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by Stadium Manager.

5. Time of Performance.

The term of this Agreement shall be five (5) years from , 2026 to , 2031, unless earlier terminated as provided herein. The parties may, by mutual written consent, further extend the term of the Agreement by five (5) additional one-year periods. Consultant shall complete the services within the term of this Agreement, and shall meet any other established schedules and deadlines set forth in each individual Task Order issued by the Stadium Manager. All applicable indemnification provisions of this Agreement shall remain in effect following the termination of this Agreement.

6. Delays in Performance.

a. Neither Stadium Manager nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing party. For purposes of this Agreement, such circumstances include but are not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; pandemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or judicial restraint.

b. Should such circumstances occur, the non-performing party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement.

7. Compliance with Law.

a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements.

b. If required, Consultant shall assist the Stadium Manager, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies.

c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement.

8. Standard of Care Consultant’s services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions.

9. Assignment and Subconsultant Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the Stadium Manager, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates, and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder.

10. Independent Contractor Consultant is retained as an independent contractor and is not an employee of Stadium Manager. No employee or agent of Consultant shall become an employee of Stadium Manager. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from Stadium Manager as herein provided.

(i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement.

(ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section.

d. Professional Liability (Errors and Omissions) At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the Stadium Manager and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend.

Combined Single Limit Commercial General Liability $2,000,000 per occurrence/$4,000,000 aggregate for bodily injury, personal injury, and property damage

Prior to execution of the Agreement, the Consultant shall file with the Stadium Manager evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance.

b. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance of “design professional” services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.

This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of Santa Clara, State of California.

Consultant shall assign _________________________ as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the Stadium Manager.

21. Notice.

Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to:

STADIUM MANAGER:

Forty Niners Stadium Management Company LLC 4900 Marie DeBartolo Way Santa Clara, CA 95054 Attn: [***INSERT STADIUM MANAGER REP. NAME AND TITLE***]

With copy to:

Legal Affairs Forty Niners Stadium Management Company LLC 4949 Marie P. DeBartolo Way Santa Clara, CA 95054

CONSULTANT:

[***INSERT NAME, ADDRESS & CONTACT PERSON***]

and shall be effective upon receipt thereof.

22. Third Party Rights.

Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the Stadium Manager and the Consultant.

23. Equal Opportunity Employment.

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

24. Entire Agreement.

This Agreement, with its exhibits, represents the entire understanding of Stadium Manager and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This Agreement may not be modified or altered except in writing signed by both Parties hereto. This is an integrated Agreement.

25. Severability.

The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the remaining provisions unenforceable, invalid or illegal.

26. Successors and Assigns.

This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of Stadium Manager. Any attempted assignment without such consent shall be invalid and void.

27. Non-Waiver.

None of the provisions of this Agreement shall be considered waived by either party, unless such waiver is specifically specified in writing.

28. Time of Essence.

Time is of the essence for each and every provision of this Agreement.

29. Stadium Manager’s Right to Employ Other Consultants.

Stadium Manager reserves its right to employ other consultants, including engineers, in connection with this Project or other projects.

30. Disputes.

All disputes between Consultant and the Stadium Manager relating in any way to this Agreement or any work performed under this Agreement (including, but not limited to, claims for breach of contract, tort, discrimination, harassment and any violation of federal or state law, regulation or constitution) (“Arbitrable Claims”) shall be resolved by binding arbitration under the Federal Arbitration Act, in conformity with the procedures of the California Arbitration Act (Cal. Code Civ. Proc. § 1280 et seq., including § 1283.05 and all of the Act’s other mandatory and permissive rights to discovery). In addition to any other requirements imposed by law, the arbitrator selected shall be a retired California Superior Court Judge, or otherwise qualified individual to whom the parties mutually agree, and shall be subject to disqualification on the same grounds as would apply to a judge of such court. All rules of pleading (including the right of demurrer), all rules of discovery, all rules of evidence, all rights to resolution of the dispute by means of motions for summary judgment, judgment on the pleadings and all other dispositive motions, and judgment under Code of Civil Procedure § 631.8 shall apply and be observed. Resolution of the dispute shall be based solely upon the law governing the claims and defenses pleaded, and the arbitrator may not invoke any basis other than such controlling law. The arbitrator shall have the immunity of a judicial officer from civil liability when acting in the capacity of an arbitrator, which immunity supplements any other existing immunity. Likewise, all communications during or in connection with the arbitration proceedings are privileged in accordance with Cal. Civil Code § 47(b). As reasonably required to allow full use and benefit of this agreement’s modifications to the Act’s procedures, the arbitrator shall extend the times set by the Act for the giving of notices and setting of hearings. Awards shall include the arbitrator's written reasoned opinion. The Parties understand and agree to this binding arbitration provision, and both Consultant and the Stadium Manager give up their right to trial by jury of any claim they may have against each other.

31. Prohibited Interests.

Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, Stadium Manager shall have the right to rescind this Agreement without liability. For the term of this Agreement, no director, official, officer or employee of Stadium Manager, during the term of his or her service with Stadium Manager, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

[SIGNATURES ON FOLLOWING PAGE]

SIGNATURE PAGE FOR ON-CALL PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE FORTY NINERS STADIUM MANAGEMENT COMPANY LLC

AND [***INSERT CONSULTANT NAME***]

IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the [***INSERT DAY***] day of [***INSERT MONTH***], [***INSERT YEAR***].

FORTY NINERS STADIUM [INSERT NAME OF CONSULTANT]

MANAGEMENT COMPANY LLC

By: By:

[INSERT NAME]

[INSERT TITLE] Its:

Printed Name:

ATTEST:

By:

[INSERT NAME]

[INSERT TITLE]

EXHIBIT A

SCOPE OF SERVICES

This Scope of Services defines the range of tasks the Consultant may be requested to perform by the Stadium Manager under this Agreement. Consultant will not perform any services without receiving written direction to do so and a valid task order issued and executed by Stadium Manager. The Agreement is not a guarantee of work, and Stadium Manager will not be responsible for the payment of any fees to Consultant until such time as a Task Order is executed by the Stadium Manager

EXHIBIT B

Schedule of Charges

Consultant will invoice Stadium Manager on a monthly cycle. Consultant will include with each invoice a detailed progress report that indicates the amount of budget spent on each task. Consultant will inform Stadium Manager regarding any out-of-scope work being performed by Consultant. Any mutually agreed upon unexpected costs to be reimbursed by Stadium Manager shall be approved in writing by Stadium Manager prior to being incurred by Consultant, provided Consultant has furnished proper documentation of such authorized expenses as the Stadium Manager may reasonable request. This is a time-and-materials contract.

EXHIBIT C

Sample Task Order Form

TASK ORDER

Task Order No. _______ Agreement: [INSERT TITLE OF AGREEMENT]

Consultant: [INSERT NAME OF CONSULTANT] The Consultant is hereby authorized to perform the following services subject to the provisions of the Agreement identified above:

List any attachments: (Please provide if any.)

Dollar Amount of Task Order: Not to exceed $_____,_____.00 Completion Date: _____________ The undersigned Consultant hereby agrees that it will provide all equipment, furnish all materials, except as may be otherwise noted above, and perform all services for the work above specified in accordance with the Agreement identified above and will accept as full payment therefore the amount shown above.

FORTY NINERS STADIUM MANAGEMENT COMPANY LLC [INSERT NAME OF CONSULTANT]

Dated: Dated:

By: By:

Attachment F Page 1 of 4

PROFESSIONAL SERVICES AGREEMENT

Architectural and Engineering Services Page 11 of 18 Professional Services Agreement