REPORT TO STADIUM AUTHORITY BOARD
SUBJECT
Title
Action to Approve Amendment No. 2 to an Agreement with Everon, LLC for Fire Sprinkler Testing, Inspection, Maintenance, and Related Services at Levi’s Stadium to Increase the Not to Exceed Amount and Delegate Authority for Future Amendments, and to Ratify Stadium Manager’s Previous Execution of Amendment No. 1
Report
BACKGROUND
Pursuant to Section 2.9 of the Stadium Management Agreement between the Santa Clara Stadium Authority (Stadium Authority), Forty Niners SC Stadium Company LLC (StadCo), and Forty Niners Stadium Management Company LLC (Stadium Manager), the Stadium Manager is responsible for maintaining [Levi’s} Stadium (Stadium) “in the Required Condition and operate the Stadium as a quality NFL and multi-purpose public sports, public assembly, exhibit and entertainment facility….”
As described in a March 21, 2023 report to the Stadium Authority Board (Board), the Stadium Manager conducted a Request for Proposal (RFP) process for fire sprinkler testing, inspection, maintenance, and related services at the Stadium in January 2023. Three proposals were received and through the evaluation process, ADT Commercial was selected as the highest-ranking bidder to perform the required scope of work. On March 21, 2023, the Stadium Authority Board approved the following actions in relation to the Stadium Manager’s request to execute a three-year agreement with ADT Commercial:
1. Approved the Stadium Manager’s request to execute an agreement with ADT Commercial to provide fire sprinkler testing, inspection, and maintenance services at the Stadium for a three-year period beginning April 1, 2023 through March 31, 2026, in an amount not exceed $66,000 for the first contract year, $92,000 for the second contract year, and $70,000 for the third contract year for a total not to exceed amount of $228,000 over the three-year period, subject to budget appropriations; and
2. Authorized the Executive Director to approve the Stadium Manager’s exercise of the option to extend the agreement with the same basic terms and conditions for two additional one-year periods, subject to budget appropriations.
Since executing the three-year agreement, ADT Commercial was acquired by GTCR, a private equity firm, and rebranded to Everon, LLC. On September 17, 2025, the Stadium Manager and Everon, LLC entered into a Forty Niners Stadium Management Company LLC Consent to Assignment Agreement for the purpose of executing a separate Amendment No. 1 to the service agreement to expand the scope to include a fire sprinkler head installation, as required by the Santa Clara Fire Department through an annual inspection. The Stadium Manager executed Amendment No. 1, effective October 10, 2025, to include these additional services. The total cost for this additional work was estimated at $9,985 plus applicable tax and exceeded the total agreement amount by $3,000. The proposed Amendment No. 2 to the Agreement with Everon, LLC is intended to cover the expended $3,000 and provide an additional $21,000 to address potential service needs, increasing the total not to exceed amount for services in contract year three to $94,000 and the total agreement not to exceed amount to $252,000. Paragraph 14.A. in the original Agreement with ADT Commercial authorized the Stadium Manager to approve assignment of the agreement.
Stadium Manager is now requesting approval from the Stadium Authority Board for the following actions:
1. Ratify an Amendment No. 1 to the Agreement with Everon, LLC to add the fire sprinkler heads installation services;
2. Approve and authorize the Stadium Manager to execute Amendment No. 2 to the Agreement with Everon, LLC to increase the not to exceed amount for contract year three by $24,000, which brings the total not to exceed amount of the agreement to $252,000; and
3. Authorize the Executive Director to execute Amendment No. 2 and future amendments to increase the not to exceed contract amounts for contract years four and five, if necessary, provided such increases are within approved Stadium Authority budget appropriations.
A Recommendation for Award memo has been prepared by the Stadium Manager that contains more information on this request (see Attachment 4).
DISCUSSION
Regular testing of the fire sprinkler system is essential to safely operate the stadium. The vendor performs routine inspections according to standards set by the National Fire Protection Association (NFPA), carries out corrective maintenance when issues are identified, and provides on-site response and emergency services as needed. the Stadium Manager has shared in their memo that spending on fire sprinkler repairs has increased and now exceeds the initial projections outlined in the original RFP process. A few unexpected expenses occurred after the 5-year inspection, which was conducted at the end of the second contract year, including new fire sprinkler(s) in an electrical room. The requested $24,000 increase will cover the $3,000 that exceeded the original agreement amount and provide an additional fund of $21,000 that will allow the Stadium Manager to promptly address any service needs that arise during the remainder of this contract year.
Staff has reviewed the Stadium Manager’s Recommendation for Award memo and supporting documents, and recommends approval of the Stadium Manager’s request. While slightly duplicative of the Stadium Authority Board’s prior action that authorized the Executive Director to approve the Stadium Manager’s exercise of the option to extend the agreement with the same basic terms and conditions for two additional one-year periods, for the purpose of clarity, staff also recommends updating the Stadium Manager’s sub-request #3 to include delegated authority to the Executive Director to approve future amendments to exercise options to extend the term of the agreement for two additional one (1) year periods and increase the not to exceed agreement amount for contract years four and five in amounts determined by the Executive Director as necessary and appropriate to provide fire sprinkler testing, inspection, maintenance and related services, subject to budget appropriations. This provides for a streamlined approval process for potential agreements extension and unanticipated needs while implementing the necessary overnight.
The Stadium Authority Counsel’s Office has reviewed both amendments to the agreement for comparison to the Stadium Authority’s customary language. Nothing in the proposed amendments or agreement changes the Stadium Authority’s rights under the Management Agreement and specifically with respect to any dispute that may arise from the Stadium Manager’s obligations under the Management Agreement.
The Stadium Authority reserves all rights to confirm and dispute charges by and payments to the Stadium Manager during a fiscal year-end reconciliation/true-up, including but not limited to changes based on improper allocation, calculation, lack of support, or failure to comply with the Parties’ contracts or California law. The Stadium Authority may raise related questions before the fiscal year-end reconciliation/true-up, which the Stadium Manager agrees to assess and respond to in good faith.
ENVIRONMENTAL REVIEW
The actions being considered do 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 and pursuant to CEQA Guidelines section 15378(b)(4) 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 Stadium Authority FY 2025/26 Budget contains Shared Stadium Expenses such as Security, Stadium Operations, Engineering, Guest Services, and Groundskeeping. Shared Stadium Expenses are split 50/50 between the Stadium Authority and StadCo per the Stadium Lease. There are sufficient funds in the FY 2025/26 Shared Stadium Expenses Engineering line item to cover the Stadium Authority’s portion (50%) of the agreement costs for the third contract year (up to $47,000). Any amendments to the agreement or exercises of options to extend the agreement that fall under future fiscal years will be subject to annual Stadium Authority budget appropriations.
COORDINATION
This report has been coordinated with the Stadium Authority Counsel and Treasurer’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 clerk@santaclaraca.gov <mailto:clerk@santaclaraca.gov> or at the public information desk at any City of Santa Clara public library.
RECOMMENDATION
Recommendation:
1. Ratify an Amendment No. 1 to the Agreement with Everon, LLC that covered a necessary fire sprinkler installation;
2. Approve and authorize the Stadium Manager to execute Amendment No. 2 to the Agreement with Everon, LLC to increase the not to exceed amount by $24,000 for contract year three, for a total not to exceed amount of $252,000 over the initial three-year period; and
3. Authorize the Executive Director to approve future amendments to the Agreement with Everon, LLC to exercise options to extend the term for two additional one year periods, and increase the not to exceed agreement amounts for contract years four and five in amounts determined by the Executive Director as necessary and appropriate to provide fire sprinkler testing, inspection, maintenance, and related services, subject to budget appropriations.
Staff
Prepared by: Christine Jung, Deputy City Manager
Approved by: Jovan D. Grogan, Executive Director
ATTACHMENTS
1. Agreement with ADT Commercial
2. Amendment No. 1 with Everon, LLC
3. Draft Amendment No. 2 with Everon, LLC
4. Stadium Manager’s Recommendation Memo