ARTICLE 8.
STADIUM OPERATIONS.

Section 8.1 Stadium Operations Generally. The Stadium Authority will be responsible for the management and operation of the Stadium for NFL Events, Non-NFL Events and Civic Events, and 49ers Stadium Company will cooperate with the Stadium Authority in the operation of the Stadium. Certain operational standards will be negotiated by the Parties and will be set forth in a mutually agreed operation and maintenance plan for the Stadium designed to achieve a safe and well-maintained Stadium (the "Stadium Operation and Maintenance Plan"). The Stadium Operation and Maintenance Plan and a Capital Expenditure Plan will be adopted annually by the Stadium Authority, subject to the mutual approval of the Stadium Authority and 49ers Stadium Company. The Capital Expenditure Plan will include an annual projection of capital expenditures, as well as a five (5) year projection of anticipated expenditures. An annual budget for the Stadium operations (the "Annual Stadium Operating Budget") will be adopted annually by the Stadium Authority, in consultation with 49ers Stadium Company. Each year, 49ers Stadium Company will have the right to reasonably identify the costs and expenses in the Annual Stadium Operating Budget that will be included in Reimbursable Expenses (as defined in Article 12 below) and, therefore, be subject to 49ers Stadium Company reimbursement. Any costs or expenses in the Annual Stadium Operating Budget that will not be included in Reimbursable Expenses and, therefore, not be subject to 49ers Stadium Company reimbursement, including the costs and expenses of Civic Events (collectively, "Stadium Authority Discretionary Expenses") will be paid for by another funding source, such as the Stadium Authority's Discretionary Fund, or will not be incurred. If the Stadium Authority and 49ers Stadium Company cannot agree on the costs and expenses in the Annual Stadium Operating Budget that will be included in Reimbursable Expenses and, therefore, be subject to 49ers Stadium Company reimbursement, then senior management of each of the parties will meet and confer in a good faith effort to resolve such disagreement; and, if not resolved, may submit the dispute to non-binding mediation.

1. Management Company. The Stadium Authority may, after consultation with 49ers Stadium Company, contract with a Stadium management firm to oversee the day-today operations of the Stadium. The Parties will identify a mutually acceptable process for selecting the management firm.
2. Concessionaire. The Stadium Authority may, after consultation with 49ers Stadium Company, contract with an experienced and responsible concessionaire to operate the concessions within the Stadium. The Stadium Authority, in cooperation with 49ers Stadium Company, will be responsible for managing the concessionaire. The Parties will identify a mutually acceptable process for selecting the concessionaire.

Section 8.2 Stadium Parking. Parking for Stadium events will be located in parking areas owned by the City and the Agency as well as in private lots in commercial areas that contract with the Stadium Authority to provide parking. The Stadium Authority, in cooperation with 49ers Stadium Company, will be responsible for managing and operating parking for the Stadium.

1. Parking Operator. The Stadium Authority, in cooperation with 49ers Stadium Company, will be responsible for managing and operating parking areas that are owned by the City or Agency as well as private parking lots that are contracted to the Stadium Authority. The Stadium Authority, after consultation with 49ers Stadium Company, may contract with an experienced and responsible parking operator to manage the parking areas contracted to the Stadium Authority. The Parties will identify a mutually acceptable process for selecting the parking operator.
2. Private Parking. The Stadium Authority, in cooperation with 49ers Stadium Company, will contract with private parking lot owners in the area surrounding the Stadium with the goal of having approximately 21,000 parking spaces available for NFL games and other events that fill the Stadium. These arrangements are expected to provide for the sharing of revenue between the parking lot owner and the Stadium Authority.
3. Publicly Owned Parking. The City and Agency will provide reasonable assurance that the same number of parking stalls currently anticipated for Stadium use that are owned or controlled by the City or Agency will, subject to the City and Agency's existing contractual commitments, continue to be made available for NFL game day parking during the term of the Stadium Lease. In the event the Agency or City seeks to develop such parcels, the City or Agency will work with 49ers Stadium Company to negotiate in good faith a mutually acceptable plan to replace any potentially lost parking.
4. Parking Overlay Zone. The City will consider in good faith amending its zoning ordinance to create a parking overlay zoning district for the area around the Stadium to require a conditional use permit for paid public use of off-street parking for Stadium events. Any such conditional use permit may be subject to requirements that the use be conducted in a manner consistent with the approved Public Safety Plan, and that such parking use reimburse the Stadium Authority for its fair share of costs related to traffic management and public safety.

Section 8.3 Police, Traffic and Emergency Services. The Stadium Authority will enter into an agreement with the City consistent with the principal terms summarized in Attachment C (the "Public Safety Agreement") pursuant to which the Stadium Authority will reimburse the City for Public Safety Costs. For NFL Games and other large events, staffing for police services will be provided by the City as well as pursuant to agreements with surrounding jurisdictions.