REPORT TO CITY COUNCIL AND STADIUM AUTHORITY BOARD
SUBJECT
Title
Presentation on a Proposed League Event Agreement with Bay Area Host Committee, Forty Niners SC Stadium Company, LLC, and Forty Niners Stadium Management Company LLC to Host Super Bowl LX
Report
COUNCIL AND BOARD PILLARS
Enhance Community Engagement and Transparency
Ensure Compliance with Measure J and Manage Levi’s Stadium
EXECUTIVE SUMMARY
On February 8, 2026, Levi’s® Stadium is scheduled to host Super Bowl LX (SBLX). The Super Bowl is the annual championship game of the National Football League (NFL). It serves as the final game of every NFL season and is generally played on the second Sunday in February.
This report presents background information and details on a proposed League Event Agreement for hosting SBLX that has been negotiated between business and legal staff of the City/Stadium Authority and various third-party stakeholders, including the Bay Area Host Committee (BAHC) and several business entities associated with the San Francisco Forty Niners.
Article 21 of the Amended and Restated Stadium Lease (Stadium Lease) between the Santa Clara Stadium Authority (Stadium Authority) and Forty Niners SC Stadium Company, LLC (StadCo), grants StadCo the right to use Levi’s® Stadium for the Super Bowl in accordance with the terms of a negotiated “League Event Agreement.” Under Article 21, such agreement can modify the terms of the Stadium Lease and include one or more “third parties, such as an event host committee” to be responsible for certain event costs and expenses, including public safety costs. These entities and their respective roles are described later in this report.
The proposed League Event Agreement that is being presented to the City Council and Stadium Authority Board sets forth terms and each party’s responsibilities for hosting SBLX at Levi’s® Stadium. This includes a commitment from the BAHC to reimburse the City for all event-related planning, training, equipment, public safety, transportation, and emergency response costs. If the BAHC fails to fully reimburse the City for such costs, StadCo will be responsible to make up any shortfall.
The League Event Agreement also includes terms for BAHC/NFL use of the City’s Convention Center, BAHC assistance with marketing of City assets and promotion of City businesses, payment of a Senior and Youth Program Fee, and the process for preparing and presenting for Council consideration a “Special Event Zone” to regulate certain activities in and around the venue during the lead up to the game and the game itself. To provide additional assurances of timely reimbursement of City’s “Actual Event Expenses,” the agreement also provides for BAHC to make an “Advance Payment” to the City on or before December 25, 2025 of 50% of the then estimated Actual Event Expenses.
Subject to Council/Board direction, the next step will be to finalize any outstanding terms or language within the League Event Agreement and bring it back to the Council/Board for final consideration and approval. This is currently scheduled for the September 16, 2025 Council/Board meeting. The agreement also remains subject to approval by the BAHC Board.
Lastly, it is important to note that Levi’s® Stadium is also scheduled to host six FIFA World Cup 2026 (FWC26) matches, between June 13 and July 1, 2026. This will mark the first time a venue will host the FIFA World Cup and the Super Bowl in a single year. Because both major events present similar challenges, all involved parties have been coordinating efforts in order to maximize available resources and opportunities.
BACKGROUND
This background section provides information that is relevant to a discussion of the proposed League Event Agreement that sets forth terms and responsibilities for hosting SBLX. This includes information on the key entities that have responsibilities related to hosting SBLX; the Super Bowl 50 bid process and agreements; the City/Stadium Authority’s SBLX planning and negotiation efforts.
Key Entities Relevant to Hosting SBLX
Several major entities will have responsibilities and relationships with the City and Stadium Authority with respect to hosting SBLX at Levi’s® Stadium. A list of the entities and their respective roles is provided below.
• City of Santa Clara (City)
The City of Santa Clara is the local jurisdiction where Levi's® Stadium is located, and lead agency responsible for public safety, transportation management, and permitting for the events.
• Santa Clara Stadium Authority (Stadium Authority)
The Santa Clara Stadium Authority exists as a public body, separate and distinct from the City of Santa Clara, and was established to provide for the development and operation of Levi's® Stadium. The elected members of the City Council serve as the governing board for the Stadium Authority, with the Mayor serving as the Chair, the City Manager as the Executive Director, and the City Attorney as the Stadium Authority Counsel.
• National Football League (NFL)
The NFL is the top professional American football league in the United States, consisting of 32 teams. The league is divided into two conferences: the American Football Conference (AFC) and the National Football Conference (NFC), each with 16 teams. The NFL regular season typically runs from September to early January, with each team playing 17 games. At the end of the regular season, the top teams from each conference advance to the playoffs, culminating in the Super Bowl, the NFL championship game, which is generally played on the second Sunday in February. The NFL partners with one of their teams, local agencies, and regional host entities (such as the BAHC) to organize the annual Super Bowl event.
• Forty Niners Entities
o Forty Niners SC Stadium Company, LLC (StadCo)
Through a Stadium Lease with the Stadium Authority, StadCo leases Levi’s® Stadium for NFL events.
o Forty Niners Stadium Management Company LLC (ManCo or “Stadium Manager)
ManCo manages Levi’s® Stadium on behalf of StadCo and Stadium Authority under the terms of a Stadium Management Agreement between the three parties.
o Forty Niners Football Company LLC (TeamCo)
TeamCo operates as a business and management arm of the Forty Niners organization, overseeing the team's interests in Levi’s® Stadium and related NFL team operations.
• Bay Area Host Committee (BAHC)
The Bay Area Host Committee, a non-profit 501(c)(6) organization, exists for the primary purpose of facilitating positive economic and societal impact to the region through major sporting events. The non-profit corporation is focused on bringing world-class events to the Bay Area to drive economic vitality, foster community-wide engagement, instill civic pride, and elevate global recognition. BAHC’s Board of Directors is comprised of regional leaders and representatives from professional sports teams - including Bay FC, the Golden State Warriors, the Golden State Valkyries, the San Francisco 49ers, the San Francisco Giants, the San Jose Earthquakes, and the San Jose Sharks.
• Regional, State, and Federal Government Partners
Governmental entities from the regional, state, and federal level will work with City, Stadium Authority, Stadium Manager, and BAHC on emergency planning, transportation coordination, public safety, and other items for SBLX. Such entities include but are not limited to: City and County of San Francisco, City of San Jose, County of Santa Clara, Valley Transit Authority (VTA), Bay Area Transit Authority (BART), California Department of Transportation (CalTrans), California Governor’s Office of Emergency Services (CalOES), Federal Bureau of Investigations (FBI), and Department of Homeland Security (DHS).
Super Bowl 50 Bid Process and Agreements
On February 7, 2016, Levi's® Stadium hosted Super Bowl 50. Through an agreement with the San Francisco Bay Area Super Bowl 50 Host Committee (Super Bowl Host Committee), the City and Stadium Authority was able to support Super Bowl 50 while ensuring that the City would be reimbursed for its governmental support services costs.
In March 2013, the City and the Stadium Authority entered into a Super Bowl L and LI Governmental Services Agreement (SB50 Governmental Services Agreement) (Attachment 1) with the Super Bowl Host Committee and StadCo.
The NFL required that, as part of the bid package, the local jurisdictions hosting Super Bowl events provide certain assurances on public safety services, fire and emergency medical services, and other governmental services (e.g., code enforcement, planning and inspection, and traffic management) to support the Super Bowl. Under the terms of the SB50 Governmental Services Agreement, the Super Bowl Host Committee, a nonprofit corporation formed for purposes of submitting the bid and hosting Super Bowl 50 at Levi's® Stadium in Santa Clara, agreed to reimburse the City for all actual costs for planning, training and deployment costs for police, fire and emergency medical and other governmental services such as traffic management, planning, building inspection, public right-of-way clean up. The SB50 Governmental Services Agreement also provided general terms for a budget and cost allocation process, a reimbursement process, no Stadium rental fee for the Super Bowl, and no Convention Center rental fee for Host Committee’s use for NFL On Location and an accreditation center. Although no Senior or Youth Program Fee was to be collected through ticket sales, the Super Bowl Host Committee agreed to make efforts to ensure grant funds were awarded to youth organizations in the City or alternatively to make a $25,000 donation to the City to use in accordance with Senior and Youth Program Fee, among other things.
Additionally, the Stadium Authority and NFL entered into a Super Bowl L Stadium License Memorandum of Understanding (MOU) (Attachment 2) that the Stadium would comply with all of the physical and other requirements set forth in the bid specifications relating to the Stadium and that a complete license agreement reflecting the terms outlined in the MOU, as well as other terms and conditions set forth in the bid relating to the Stadium, should the Stadium be selected to host Super Bowl 50.
SBLX League Event Agreement Negotiations Overview
In 2018, the Super Bowl bidding process transitioned from a competitive approach to a more streamlined method. Now, the NFL identifies a city/team to host the event and presents the terms for hosting. The current process is very different than the one the City and Stadium Authority participated in with the development of the Super Bowl 50 bid, through their respective commitments of governmental services and use of the stadium for the Super Bowl.
In mid-2022, the Bay Area Host Committee was reactivated, and a formal bid to host SBLX was developed in late 2022, highlighting Levi’s® Stadium’s modern amenities, the success of Super Bowl 50, and Santa Clara’s readiness. The proposal was submitted in early 2023, followed by NFL site visits and stakeholder meetings. On May 22, 2023, during the NFL Spring League Meeting, the NFL and team owners officially awarded SBLX to the Forty Niners and Levi’s® Stadium.
Article 21 of the Stadium Lease between the Stadium Authority and StadCo, grants StadCo the right to use Levi’s® Stadium for the Super Bowl in accordance with the terms of a negotiated “League Event Agreement.” Under this Article, such agreement can modify the terms of the Stadium Lease and include one or more “third parties, such as an event host committee” to be responsible for certain event costs and expenses, including public safety costs.
On March 5, 2024, the City Council and Stadium Authority Board adopted the following Super Bowl LX Guiding Principles:
1. Professionally oversee the Super Bowl LX in a manner that positively highlights the City of Santa Clara and celebrates the rich diversity of Santa Clara’s neighborhoods.
2. Attain reimbursement of all event costs, including public safety (pre- and post-event costs).
3. Ensure direct benefits to the Santa Clara community and Santa Clara businesses.
4. Plan and provide for communication and engagement with residential neighborhoods adjacent to Levi’s Stadium and other venues that will be utilized for large events.
5. Ensure specific benefits to and involvement of Santa Clara youth and adult football programs.
6. Seek revenue generating utilization of the Santa Clara Convention Center and other event and recreation spaces (including college and school facilities) in the City of Santa Clara without any impact to the General Fund.
7. Seek mitigation of City and Stadium Authority financial risks and liabilities.
8. Engage in transparent communication on pre-planning efforts, with periodic progress reports to the City Council, including reports published on the City’s website to promote engagement and awareness for residential neighborhoods adjacent to the Stadium and the City as a whole.
9. Pledge that the Santa Clara City Council, Stadium Authority Board, and City staff will follow the law, act ethically and transparently with the expectation that other parties do the same.
In 2024, consistent with these principles, the City and Stadium Authority began preliminary negotiations with the BAHC and the Forty Niners on the terms for a League Event Agreement. Concurrently, essentially the same parties were negotiating terms for the FIFA World Cup 2026 Assignment and Assumption Agreement (FIFA Agreement). Given the nature and complexity of the FIFA Agreement, the FIFA negotiations took priority. Ultimately, the desired terms were negotiated. These included (1) the full assignment of all obligations under the World Cup Stadium Agreement with FIFA to BAHC, including a formal release by FIFA of the Stadium Authority and the City from any such obligations, (2) BAHC’s commitment to reimburse the City for all event-related public safety, transportation and emergency services costs, (3) BAHC’s obligation to pay for all required Stadium Improvements (estimated at up to $25 million), (4) BAHC’s obligation to obtain third party approvals and buy outs required (with the exception of Stadium Authority’s obligations under its Naming Rights Agreement with Levi’s to provide a suite and tickets to the six FWC26 matches), and (5) a Guaranty by TeamCo of substantially all BAHC’s financial obligations. On February 11, 2025, consistent with these terms, the Council and Board approved the final FIFA Agreement and a Guaranty of Certain 2026 FIFA World Cup Obligations. Since then, staff’s attention has been focused on completing negotiation of remaining terms for SBLX with the goal of bringing forth a proposed League Event Agreement for City Council and Stadium Authority Board action.
Reimbursement of Incurred SBLX Costs
Pending finalization of negotiations on the terms for a League Event Agreement, in order to reimburse the City for certain expenses incurred in connection with event training and planning services, the City and BAHC have entered into several funding and reimbursement agreements.
The City and BAHC executed an Interim Funding Agreement for SBLX Planning and Preparation Activities (Attachment 3) that provided for a maximum reimbursement amount of $150,000, effective as of January 1, 2025 and through May 31, 2025. Subsequent amendments extended the term (now through August 31, 2025 or execution of League Event Agreement, whichever is earlier) and increased the maximum reimbursement amount to $250,000 (Attachment 3). Staff is working on an amendment to the Interim Funding Agreement to further extend the term through September 30, 2025 or execution of League Event Agreement, whichever is earlier.
At the time of writing this report, BAHC has already reimbursed the City $135,151 under the terms of this Interim Funding Agreement for the City’s police, fire, emergency management, and public works staffing costs associated with the planning, coordination, and preparation for SBLX. Staff is in the process of preparing a $37,625 invoice, which has not been submitted to BAHC yet for reimbursement, as it is currently in the final stages of internal review. Additionally, BAHC has reimbursed the City for event planning costs in the amount of $61,000 incurred by the City from July 1, 2024 through December 31, 2024 through a Reimbursement Agreement for Super Bowl LX Pre-Agreement Expenses (Attachment 4). Furthermore, BAHC has reimbursed the City for costs related to the NFL’s VPSO Program attended by Santa Clara Police Department and Santa Clara Fire Department personnel for Super Bowl 58 and Super Bowl 59 in the respective amounts of $14,156 and $100,000 through Reimbursement Agreements (Attachments 5 and 6).
Listed below is a table of the SBLX planning reimbursement agreements described above, including agreement term/reimbursement period, and the maximum reimbursement and reimbursed amounts per agreement.
|
Agreement |
Agreement Term / Reimbursement Period |
Reimbursement |
|
Reimbursement Agreement for Super Bowl 58 VPSO Program |
February 26, 2024 - Until services have been fully performed and paid for |
$15,000 maximum $14,155.57 invoiced and received. |
|
Reimbursement Agreement for Super Bowl 59 VPSO Program |
February 13, 2025 - Until services have been fully performed and paid for |
$100,000 maximum $100,000 invoiced and received |
|
Reimbursement Agreement for SBLX Pre-Agreement Expenses |
July 1, 2024 - December 31, 2024 |
$61,000.24 maximum $61,000.24 invoiced and received |
|
Interim Funding Agreement for SBLX Planning and Preparation |
January 1, 2025 - May 31, 2025 |
$150,000 maximum $135,151.05 invoiced and reimbursed |
|
Interim Funding Agreement for SBLX Planning and Preparation - First Amendment |
January 1, 2025 - July 30, 2025 or execution of League Event Agreement, whichever is earlier |
See above |
|
Interim Funding Agreement for SBLX Planning and Preparation - Second Amendment |
January 1, 2025 - August 31, 2025 or execution of League Event Agreement, whichever is earlier |
$250,000 maximum (increased by $100,000) $37,625.12 invoice pending internal review |
In June 2024, the City reclassified general staff time into specific SBLX activities covering the period from May 23, 2023 (the date of Council/Board approval of FWC26 Guiding Principles) through June 30, 2024 (the date before the Pre-Agreement Expenses Reimbursement Agreement term began). This reclassification ensured compliance with Measure J, which prohibits the use of City funds for stadium operations, and provided a clear process of tracking costs for reimbursement. At the same time, the City updated its City Manager’s Directive (CMD 136) to provide additional guidance on staff timekeeping responsibilities, distinguish direct Stadium event costs from administrative time, and standardize reporting across departments.
During this period, staff whose time was not allocated in the Stadium Authority budget logged about 485 hours, valued at $124,086, for preliminary activities and meetings following the announcement that Santa Clara was selected as the location for SBLX. These costs, which spread across Community Development, Police, and Office of Emergency Management, covered early planning meetings, research into operational impacts, as well as a review of Super Bowl 50 documents and costs. The proposed League Event Agreement outlines a process to cover these pre-agreement costs through government funding if there is a surplus after BAHC’s obligations are met. If not, the $124,086 will be allocated to the Stadium Authority, consistent with prior practice for major Levi’s Stadium events such as Super Bowl 50 and the 2019 College Football Playoff. Of note, these are the same terms that the Council/Board approved in the FIFA Agreement for all pre-agreement costs.
Community Outreach and Engagement
In alignment with SBLX Guiding Principle #8 and the counterpart Guiding Principle for FWC26 Events, providing for community engagement and transparency, staff has been providing regular updates to the Council, Board, and community on the City and Stadium Authority’s planning efforts for the 2026 major events. Those presentations occurred on the following dates: September 26, 2023, March 5, 2024, August 27, 2024, December 10, 2024, February 11, 2025, and March 25, 2025.
These major event updates are also posted on the City’s website in two locations: (1) the City’s agenda report portal, Legistar, and (2) the City’s dedicated webpage for SBLX and FWC26. The updates covered various topics including: the City’s negotiation efforts, public safety planning, emergency management planning, coordination with key partners, participation in NFL programs like the Visiting Public Safety Officer (VPSO) Program and Future Host Cities Programs, the City’s community engagement and economic development efforts including the Bloomberg Harvard City Leadership Initiative, a City Asset Marketing Program to leverage City assets for advertising and marketing opportunities, Discover Santa Clara’s planning efforts, Santa Clara Convention Center preparations, City/Stadium Authority’s tracking of incurred expenses, and BAHC’s reimbursement of costs, among other things.
Recognizing that not all Santa Clara residents will choose or be able to attend SBLX or FWC26 in person, and with NFL or FIFA-hosted events taking place in other neighboring cities, the City has convened an Ad-Hoc Economic Development and Marketing Committee (committee) to facilitate community engagement for SBLX and FWC26, through community events and initiatives.
The committee started meetings in April 2025, with participation from community partners and stakeholders. The committee conducted workshops to provide input on development of slogan for community engagement for 2026 as well input on the types(s) of events for community engagement surrounding the major 2026 events. The committee will be presented staff’s recommended slogan, final list of proposed City sponsored events, and development of a final calendar for citywide events for 2026. The committee will continue to assist with community engagement efforts, aiding in event coordination and collaboration on the upcoming events. The committee will also support the ongoing promotion/marketing of the events in the community.
DISCUSSION
Since the announcement of Levi’s® Stadium as the NFL’s designated venue for SBLX, City/Stadium Authority staff has been engaged in evaluating the proper framework and terms for Stadium Authority and City’s involvement with the event. This included review and analysis of the City’s previous SB50 Governmental Services Agreement, lessons learned from implementing the terms of that agreement, attendance at and evaluation of support services and requirements for the hosting of Super Bowl LVIII (in Las Vegas) and Super Bowl LIX (in New Orleans), and other considerations. City/Stadium Authority staff also evaluated the various terms of the Stadium Lease that govern Super Bowl hosting at Levi’s® Stadium, in particular Article 21, which contemplates the negotiation of a “League Event Agreement” to allocate costs and duties between, the Stadium Authority, City and the Forty Niners, and the inclusion of one or more “third parties, such as an event host committee” to be responsible for certain event costs and expenses. This evaluation process included staff development of the Super Bowl LX Guiding Principles, outlined above, patterned after the FIFA World Cup 2026 Guiding Principles, to provide a framework for League Event Agreement negotiations.
Since the fall of 2024, a substantial amount of time has been dedicated to developing and negotiating appropriate terms for a League Event Agreement between the City, Stadium Authority, BAHC, StadCo, and ManCo. The resulting agreement, at its core, affirms that the City will be the lead local agency in providing security at and around the Stadium for the SBLX game and related events, with assurances that the City will be reimbursed for its costs.
Very similar to the terms developed for the FIFA Agreement, the risks to the City are addressed through several robust mechanisms. These include (a) the implementation of a detailed and transparent reimbursement process for BAHC to pay the City for its “Qualified Event Expenses,” ensuring that the City is compensated fairly, and in a timely manner for the full range of “Super Bowl Services” that the City will be providing the event; and (b) a clear and efficient dispute resolution framework to handle any disagreements that may arise with respect to such expenses.
To further protect the City’s financial interests, the agreement also requires an “Advance Payment” of fifty percent (50%) of projected actual event expenses before invoices are submitted. Additionally, the League Event Agreement also provides that StadCo is responsible for any failure by the BAHC to reimburse City’s “Qualified Event Expenses”. This financial backstop ensures that if BAHC is unable to meet its reimbursement obligations for the benefit of the City, StadCo will be legally required to cover any shortfall. As the tenant under the Stadium Lease and the entity already responsible for the reimbursement of City public safety costs for general NFL Games and Events, StadCo is the appropriate entity to undertake this obligation. Collectively, these measures balance the potential risks and benefits, ensuring that the City and Stadium Authority are adequately safeguarded while supporting the successful execution of the event.
These terms, and others, have now been substantially negotiated among the parties and memorialized in the current draft League Event Agreement (Attachment 7). Note: While substantially negotiated, the attached draft of the League Event Agreement is currently under final review by all parties and may be subject to revisions before it is completely finalized. Any substantive changes that come out of this process will be highlighted when the agreement is brought back for final Council/Board consideration and approval.
Key Terms in the League Event Agreement
The following is a summary of the key terms in the draft League Event Agreement.
1. League Event Agreement Implements and Modifies the Stadium Lease
[Agreement Section 1]
As contemplated by Article 21 in the Stadium Lease, the League Event Agreement acts to implement and modify the Stadium Lease. This is meaningful in a number of ways, including: (a) the negotiated terms for SBLX do not provide for a “threshold” on Public Safety Costs above which the Stadium Authority would need to contribute (Sections 7.5.2 and 7.5.3 of the Stadium Lease); and (b) the negotiated terms for SBLX call for any amounts paid to the City towards the Senior and Youth Program Fee to not be subject to the cap on such fees (Section 12.2 of the Stadium Lease). The remaining provisions of the Stadium Lease not modified by or inconsistent with the League Event Agreement remain in effect. [Section 1]
2. Subject to Reimbursement, City Shall Provide Necessary Local Public
Safety, Transportation Management, Emergency Medical Response and
Related Event Services (“Super Bowl Services”) in Accordance with City Approved “Super Bowl Services Master Plan” and “Public Safety Plan”
[Agreement Sections 2.1 and 2.2]
a. “Super Bowl Activities” include the SBLX game and designated Super Bowl related events taking place in and within the security perimeter of the Stadium before, during and after the game. Upon mutual agreement of the parties, Super Bowl Activities may be expanded to include events and activities that require public security services, such as in and around hotels and other facilities within the City used by the NFL teams, friends and family and NFL officials/contractors, and other Super Bowl related activities in the City initiated or requested by BAHC on behalf of the NFL occurring outside the security perimeter of the Stadium. [Section 2.1.1]
b. “Super Bowl Services” include what’s typically involved in support of any NFL event at the Stadium (e.g., planning and event day public safety, transportation management, emergency medical response, logistics support services, along with certain required materials and equipment), but expanded to meet the unique demands and requirements of the Super Bowl. Service components include “Event Planning and Training Services,” “Actual Event Services,” “Required Equipment Costs,” and “Miscellaneous and Unanticipated Expenses.” [Sections 2.1.2, 3.4.6, 3.4.7 and Exhibit A]
c. City will prepare, in regular consultation with BAHC, ManCo, and StadCo, plans for the City’s provision of Super Bowl Services, collectively, the “Super Bowl Services Master Plan.” As a component of the Master Plan, City will also produce a SBLX Public Safety Plan. City shall solicit input from all stakeholders in the preparation of such plan, including other involved law enforcement agencies and the NFL. Ultimately, City (SCPD) will have final approval over the Master Plan and the Public Safety Plan; and City will be the local lead agency responsible for Plan implementation. [Sections 2.2.1 and 2.2.2]
These terms align with SBLX Guiding Principles #2 and #7 which respectively cover reimbursement of event costs and mitigation of City and Stadium Authority financial risks/liabilities.
3. BAHC Responsibility to Reimburse City for all “Qualified Event Expenses”
[Agreement Sections 2.3, 3.2 through 3.4, and 3.6]
a. BAHC is responsible for reimbursing City for all “actual and reasonable costs” incurred by City in connection with City’s provision of Super Bowl Services (“Qualified Event Expenses”). Note: “actual and reasonable” costs is the same standard for reimbursement currently provided under the Stadium Lease for NFL Games. Reimbursable categories of “Qualified Event Expenses” include: “Event Planning and Training Expenses,” “Actual Event Expenses,” reasonable costs related to “Required Event Equipment,” and “Miscellaneous or Unexpected Expenses.” [Sections 3.2, 3.3, 3.4, and Exhibit A]
b. The City is responsible for preparing a “Preliminary Cost Estimate” for its projected necessary Super Bowl Support Services. Event Planning and Training Expenses are currently estimated at $796,976; Required Event Equipment Costs are estimated at $478,921; and Actual Event Expenses are estimated to be $5,027,015, for a total of $6,302,912. Note: These figures are currently being updated and finalized. [Exhibit B]
c. ”Updated Cost Estimates” are required on or about November 15, 2025 and January 15, 2026, or more frequently if either party learns of a “material” new cost factor. [Agreement Section 2.3.2]
d. BAHC’s ultimate reimbursement obligation is to pay whatever actual and reasonable “Qualified Event Expenses” are incurred and invoiced, even if such amount is above the final “Updated Cost Estimate.” [Section 3.2]
These terms align with SBLX Guiding Principles #2 and #7 which respectively cover reimbursement of event costs and mitigation of City and Stadium Authority financial risks/liabilities.
4. Invoicing and Reimbursement Process for Pre-Event Expenses
[Agreement Section 3.3]
a. In general, Event Planning and Training expenses are to be billed monthly using processes and forms similar to what parties have used under the Interim Funding Agreement. [Section 3.3]
b. BAHC may request additional information or reasonably dispute requested reimbursement items. [Sections 3.3.2, 3.3.3, and 3.3.5]
c. After review and approval, BAHC will pay all undisputed items and set aside disputed amounts; if disputed amounts balance exceeds $50,000, such amounts to be deposited into a Dispute Escrow Account. [Section 3.3.4]
d. Parties will meet and confer to resolve disputes; if disputed amounts exceed $200,000, either party can trigger expedited Dispute Resolution through binding mediation. [Section 3.3.4 and 3.5]
These terms align with SBLX Guiding Principles #2 and #7 which respectively cover reimbursement of event costs and mitigation of City and Stadium Authority financial risks/liabilities.
5. Invoicing and Reimbursement Process of Actual Event Expenses
[Agreement Sections 3.4 and 3.5]
a. To assure payment of “Actual Event Expenses,” BAHC agrees to make an “Advance Payment” to the City on or before 45 days prior to the SBLX game (December 25, 2025), 50% of the then estimated Actual Event Expenses. (Based on current cost estimates this payment would be approximately $2,513,500). [Section 3.4.1]
b. City’s target date for its invoice for Actual Event Expenses is April 1, 2026. The target date for City’s “clean up” invoice, including unbilled third-party costs, is May 1, 2026. [Section 3.4.2]
c. BAHC reserves the right to request additional information and reasonably dispute requested reimbursements, with parties meeting and conferring to resolve disputes, and deposits of any disputed amounts into the “Dispute Escrow Account.” [Sections 3.4.3 - 3.4.5]
d. If parties are unable to resolve any dispute(s) over amounts owed, the matter(s) will be decided through binding arbitration. [Section 3.5.3]
e. Subject to offset for Advance Payments amounts already paid, and any disputed amounts submitted to arbitration, BAHC shall pay all remaining amounts owed within sixty (60) days of City’s final “Completed Payment Request.” [Section 3.4.5]
These terms align with SBLX Guiding Principles #2 and #7 which respectively cover reimbursement of event costs and mitigation of City and Stadium Authority financial risks/liabilities.
6. Special Rules for Equipment and Miscellaneous Expenses
[Agreement Sections 3.4.6 and 3.4.7]
a. The cost of additional equipment required for SBLX will also be reimbursed by BAHC. [Section 3.4.6 and Exhibit B]
b. If equipment is to be purchased and used for Super Bowl Activities only, BAHC prior approval is required; if it is to be retained by City for future use, it will be leased to BAHC at reasonable rates; if it is not to be retained, at its option, BAHC shall be entitled to retain the equipment itself (subject to applicable laws), or receive its salvage/sale proceeds. [Section 3.4.6.c and d]
c. If equipment can be leased instead of purchased this is preferred; third party lease costs will be passed through to BAHC as a Qualified Event Expense. [Section 3.4.6.d]
d. Whenever practical, in order to reduce costs and achieve economies of scale, City shall coordinate and combine its procurement of equipment with its procurement of “Required Event Equipment” under the terms of the FIFA Agreement. City will allocate and invoice all “Qualified Event Expenses” incurred in connection with such coordinated procurement efforts as “World Cup Support Services” or “Super Bowl Support Services” based on the extent to which such equipment is projected to be deployed for such events. [Section 3.4.6.e]
e. Miscellaneous or unanticipated costs to discussed and reasonably agreed to by the parties. [Section 3.4.7].
f. Equipment costs and approved miscellaneous costs to be submitted for reimbursement with the next scheduled Payment Request. [Section 2.3.4.c and 3.4.7]
These terms align with SBLX Guiding Principle #2 which covers reimbursement of event costs.
7. StadCo Responsible for Any Qualified Event Expense Shortfall; Qualified Event Expenses Paid Not to be Treated as “Public Safety Costs” for Purposes of the Stadium Lease
[Agreement Section 6.1]
a. If BAHC fails to fulfill its obligation to fully reimburse City for City’s Qualified Event Expenses (a “Qualified Event Expense Shortfall”), StadCo shall reimburse City the entire amount of the Qualified Event Expense Shortfall. [Section 6.1]
b. In no event shall any Qualified Event Expense amounts paid by BAHC or StadCo under the terms of the League Event Agreement, including any Qualified Event Expense Shortfall, count or be treated as “Credited Public Safety Costs” under the terms of the Stadium Lease between Stadium Authority and StadCo, and the Parties acknowledge and agree that the Super Bowl Game shall not be included in the calculation of the Public Safety Costs Threshold for the 2025-2026 Lease Year. [Section 6.1]
These terms align with SBLX Guiding Principles #2 and #7 which respectively cover reimbursement of event costs and mitigation of City and Stadium Authority financial risks/liabilities.
8. Cooperation on Federal and State Funding
[Agreement Section 6.12]
a. The Parties agree to cooperate to obtain private and public sources of funding to help offset Qualified Event Expenses, ideally with earmarks for that purpose. [Section 6.12.a]
b. If “New Government Funding” is actually paid to City for Qualified Event Expenses, BAHC’s obligations will be offset by the amount received by City. If funding is committed, but not yet received, parties to meet and confer to see if any corresponding BAHC obligations may be offset pending the actual receipt of funding, subject to final, reasonable City approval. BAHC will remain ultimately responsible if government funding is not ultimately received. [Section 6.12.b]
These terms align with SBLX Guiding Principle #7 which covers mitigation of City and Stadium Authority financial risks and liabilities.
9. Stadium Capital Improvements
[Agreement Section 4]
a. Although no capital improvements are currently expected to be required in connection with SBLX, any Stadium Capital Improvements that are required shall by overseen and implemented by ManCo (“Super Bowl Improvements). All proposed Super Bowl Improvements outside the Tenant Exclusive Areas, where required under the existing Stadium agreements, must first be approved by Stadium Authority. [Section 4.1]
b. Any Super Bowl Improvements shall not be treated as capital improvements requiring funding by Stadium Authority under the Stadium Lease. BAHC and StadCo are jointly liable for funding and lien-free completion of any such improvements. [Section 4.2]
These terms align with SBLX Guiding Principle #7 which covers mitigation of City and Stadium Authority financial risks and liabilities.
10. Permitting and Additional Agreements
[Agreement Sections 5, 6, and 9]
a. Permitting. City to work in good faith to expedite permit processing; BAHC to pay all customary processing and permit fees. [Section 5]
b. NFL Stadium Access. StadCo may enter into a license agreement with the NFL (and with BAHC as appropriate) to grant access to the Stadium for purposes of hosting SBLX. Should BAHC, or other third-party access to the Stadium be needed in connection with SBLX for tours, preliminary site inspection visits, planning meetings, or other related purposes, during the Non-NFL Event season/period, and such access should mitigate any negative impacts on the planning or execution of ticketed and non-ticketed Non-NFL Events in accordance with the Stadium Lease. [Section 6.2]
c. Convention Center Use. Use of the City’s Convention Center for Super Bowl Activities shall be provided on the following terms:
(1) Use Term shall be from January 17, 2026 through February 13, 2026, with certain designated facilities retained for City use/rental from January 17, 2026 to January 26, 2026.
(2) Facility Rent shall be $650,000, subject to offset by Rent Credits as follows: a 20% “Major Event Credit” equal to $130,000; a $200,000 “Business Development Funds Credit” (pending approval of funding by the Silicon Valley/Santa Clara Destination Marketing Organization Board of Directors); and a “Performance Rent Offset” of not to exceed $320,000 based on actual expenditures from events held on Food and Beverage, Audio Visual and Information Technology Services (40% of expenditures up to $500,000 and 30% of expenditures between $500,000 and $900,000).
(3) A security deposit of $320,000 shall be paid in two installments of $160,000, on November 1, 2025 and January 1, 2026.
(4) If the Convention Center is not used during the Use Term, or the booking is cancelled, there shall be a cancellation fee due and payable from BAHC in the full amount of Facility Rent ($650,000).
These terms are consistent with the Convention Center’s standard practice of offering rent credits for bookings with a significant economic impact and revenue associated with food, beverage, and other expenses billed by the Convention Center. The proposed rental, deposit, and cancellation fee provisions also improve upon the City’s SB50 Governmental Services Agreement, which waived all Convention Center rental fees for the Host Committee’s use of NFL On Location and the accreditation center.
d. Access to Other City Facilities/Youth Sports Park (YSP). If either the NFL or BAHC needs access to any facilities under the control of the City or the Authority other than the Stadium, including the YSP (which the Parties anticipate will be within the security perimeter for the Game and Designated Events), they must secure the necessary right of entry permits and/or licenses from the City or the Stadium Authority where applicable, on reasonable terms to be negotiated. [Section 6.3]
The City is engaged in separate negotiations with the NFL concerning the potential use of the YSP and the remaining City-controlled portions of the former Yellow Lots, including the tennis courts during the event period. Such negotiations are independent of, and shall have no bearing on the League Event Agreement. Consideration will be given to the interests of existing users, and appropriate mitigation measures or benefits will be addressed as part of any resulting agreement. Any such use agreement will be presented to the City Council at a later date.
e. Senior and Youth Fee. StadCo shall pay to the City the Santa Clara Senior and Youth Program Fee on each SBLX ticket in the amount specified in Section 12.2 of the Stadium Lease; however, such amounts shall not be counted towards any cap on such fees provided in Section 12.2. If the NFL will not permit the inclusion of the Santa Clara Senior and Youth Program Fee in its tickets for the Game (as is expected), StadCo agrees to provide a donation to the City, within 60 days of the Game, for use by the City for Senior and Youth Program purposes, an amount equal to the amount of the Santa Clara Senior and Youth Program Fee that would have been collected had they been allowed. [Section 6.6]
f. Conflicts of Interest. In implementing its obligations under the Agreement, ManCo is obligated to comply with all standards under the Management Agreement. [Section 6.13.1] BAHC will also not include Forty Niners officials in the consideration and approval of this League Event Agreement. Given that this is an NFL Event, this restriction will not apply to fundraising efforts or with respect to BAHC’s obligations to the NFL or the implementation of the League Event Agreement as StadCo will be materially involved. [Section6.13.2] All parties shall comply with applicable federal, state and local laws, including conflict of interest laws, in connection with the League Event Agreement and the implementation of the event. [Section 6.13.3]
g. No City Waiver of Local Taxes or Fees. City has not agreed to any waiver of local taxes or fees in connection with the Super Bowl events and is not responsible for reimbursing for any such taxes or fees. [Sections 6.11 and 9.3]
h. Marketing and Promotion of City. BAHC and Discover Santa Clara, Santa Clara’s Destination Marketing Organization (DMO) will use commercially reasonable efforts to coordinate and collaborate with the City to jointly promote and market City businesses, events, and facilities in association with SBLX in accordance with a separate, pending agreement between BAHC and DMO. Upon request from the City, BAHC shall endeavor in good faith to arrange for support from Bay Area professional sports teams (for example, professional athlete and/or team mascot guest appearances) at City sponsored events (including but not limited to the October 4, 2025, Santa Clara Parade of Champions) (“City Sponsored Event Support”). BAHC cannot guarantee City Sponsored Event Support, and neither BAHC nor any professional sports team, shall be required to incur any out-of-pocket costs in connection with solicitation or provision of City Sponsored Event Support. [Section 6.7]
i. Joint Marketing of City Assets. BAHC and StadCo agree to cooperate with City in the marketing of any City assets to NFL or their commercial partners. City’s marketing shall be subject to the terms of any existing agreements binding on the City that limit such activities (e.g., the Ground Lease and the Parking Rights agreements), and applicable provisions of any adopted Special Event Zone, below. [Section 6.8]
j. Special Event Zone. City staff agrees to prepare and present to the City Council for its consideration, within the limits of appliable state and federal law, a “Special Event Zone” ordinance designed to protect the public health, safety and welfare, and enhance local aesthetics by temporarily regulating or restricting certain advertising and commercial activities within the vicinity of the Stadium leading up to and during the Super Bowl event. The ordinance is also intended to address NFL concerns and standards for such activities. The BAHC shall be responsible for reimbursing City all staff and related costs in preparing the ordinance and shall defend the City from any legal challenges. The City Council will retain discretion to approve or disapprove the proposed ordinance in its sole discretion. The parties are still negotiating terms for what happens if the Council elects not to approve the ordinance, as this is considered an integral part of the successful staging of the event at the Stadium. Note: The City approved a similar ordinance back in October of 2015 as part of its hosting of Super Bowl 50. [Section 6.9]
k. Point of Sale Designations. BAHC and StadCo shall cooperate with City to have the City of Santa Clara designated as the “point of sale” for transactions that could generate local sales and use taxes related to Super Bowl Activities. [Section 6.10]
These terms align with SBLX Guiding Principles #1, #2, #3, #5, #6 and #7 which respectively cover promotion and celebration of the City, reimbursement of event costs, direct benefits to the Santa Clara community/businesses, benefits to Santa Clara football programs, revenue from use of Santa Clara Convention Center and other City facilities without General Fund impacts, and mitigation of City and Stadium Authority financial risks/liabilities.
11. Legal Provisions.
[Agreement Sections 7 and 8]
a. Indemnities. ManCo/StadCo and BAHC to defend, protect, defend and hold City and Stadium Authority harmless in connection with their respective performance of services and undertaking of obligations for the Super Bowl Activities, excluding liabilities ultimately determined to have arisen as a result of the negligence or willful misconduct of City or Stadium Authority. [Sections 7.1.1 and 7.1.2]
b. Insurance. Stadium Authority and StadCo to maintain “Standard Event Insurance” per existing NFL Event standards throughout term of the agreement and during the Super Bowl Activities, as set forth in the Stadium Lease and paid for in accordance to the Stadium Lease; however, subject to their reasonable approval, BAHC shall bear the cost of any additional costs for “Specialty Insurance” reasonably required by City/Stadium Authority or the NFL as result of enhanced risks presented by Super Bowl Activities. [Sections 7.2.1 and 7.2.2]
c. Late Payments. Interest will accrue on late payments owed to City/Stadium Authority but not paid (“Delinquent Amounts”) at the rate of 1.25% per month (15% per year) until paid. Disputed amounts not paid shall not be treated as “Delinquent” but, if determined ultimately to be owed, shall themselves accrue interest at the rate of .25% per month (3% per year) from the date originally due. [Section 8.1]
d. Remedies/Dispute Resolution. Parties are entitled to specific performance and monetary damages, but not consequential damages, as remedies for another party’s noticed but uncured default. Unresolved disputes over “Disputed Amounts” are to be submitted to binding arbitration. [Section 8.3]
These terms align with SBLX Guiding Principle #7 which covers mitigation of City and Stadium Authority financial risks and liabilities.
Next Steps
Staff will formally present the information included in this report and respond to questions from the City Council, Stadium Authority Board, and community. Subject to City Council/Stadium Authority Board direction, final action on the proposed League Event Agreement will then be agendized for the September 16, 2025 City Council and Stadium Authority Board meeting.
ENVIRONMENTAL REVIEW
The City Council certified the 49ers Santa Clara Stadium Project Environmental Impact Report (EIR) on December 8, 2009. The EIR analyzed the environmental impacts of both the stadium construction and regular operations of large-scale events, including as many as 20 annual major games (by assuming, as a worst case, that two teams would occupy the stadium each year), and expressly including the Super Bowl. Pursuant to CEQA Guidelines section 15162(c), a lead agency cannot reopen environmental review of subsequent actions that fall within the scope of a previously certified EIR.
FISCAL IMPACT
The financial impact of the League Event Agreement is included in the Discussion section above. In summary, these include Qualified Event Expenses, which are actual and reasonable costs incurred by City necessary to support Super Bowl Services. Categories of expenses include “Event Planning and Training Expenses,” “Actual Event Expenses,” reasonable costs related to “Required Event Equipment,” and “Miscellaneous or Unexpected Expenses.” The League Event Agreement requires BAHC to reimburse the City for Qualified Event Expenses and StadCo to take responsibility of any Qualified Event Expense Shortfalls in the event that BAHC fails to fully reimburse. The League Event Agreement ensures compliance with Measure J.
COORDINATION
This report was coordinated between the Offices of the City Manager/Executive Director and City Attorney/Stadium Authority Counsel.
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.
RECOMMENDATION
Recommendation
Direct staff to bring forth the proposed League Event Agreement on the terms presented for Council and Board action at the September 16, 2025 meeting.
Staff
Reviewed by: Chuck Baker, Assistant City Manager/Assistant Executive Director
Approved by: Jovan D. Grogan, City Manager/Executive Director
ATTACHMENTS
1. Super Bowl L and LI Governmental Services Agreement
2. Super Bowl L Stadium License Memorandum of Understanding
3. Interim Funding Agreement for Super Bowl LX Planning and Preparation Activities and Related Amendments
4. Reimbursement Agreement for Super Bowl LX Pre-Agreement Expenses
5. Reimbursement Agreement for NFL’s Visiting Public Safety Officer (VPSO) Program - Super Bowl 58
6. Reimbursement Agreement for NFL’s Visiting Public Safety Officer (VPSO) Program - Super Bowl 59
7. Proposed League Event Agreement (Draft)