Exhibit 5

STADIUM TERM SHEET

This term sheet ("Term Sheet") is entered into as of June __, 2009, by and among the City of Santa Clara ("City"), the Redevelopment Agency of the City of Santa Clara ("Agency") and Forty Niners Stadium, LLC ("49ers Stadium Company"), an affiliate of the San Francisco 49ers NFL franchise ("Team"). The Term Sheet sets forth basic terms of a proposed transaction to develop a stadium ("Stadium") located in the City of Santa Clara that would be the home field of the San Francisco 49ers NFL franchise.

INTRODUCTION

The purpose of this Term Sheet is to memorialize the preliminary terms that have been negotiated among the parties, and to inform the public regarding the goals and principles identified by City Staff and City Council that will guide the proposal to develop the Stadium throughout the public review process. As further described below, the Stadium shall not proceed unless and until the parties have negotiated, executed and delivered mutually acceptable agreements based upon information produced from the CEQA environmental review process and on other public review and hearing processes and subject to all applicable governmental approvals.

The Stadium site is located in the Bayshore North Redevelopment Project Area (the "Redevelopment Project Area") on the south side of Tasman Drive at Centennial Boulevard (the "Stadium Site"). The Stadium will have a permanent seating capacity of approximately 68,500 seats with expansion to approximately 75,000 seats for larger events, such as an NFL Super Bowl.

The Stadium will be owned by a joint powers authority comprised of the City and the Agency (the " Stadium Authority"). The City, Agency, 49ers Stadium Company, and, upon its formation, the Stadium Authority, or a subset of such parties as the context requires, are hereinafter collectively referred to as the "Parties." The City will ground lease the Stadium Site to the Stadium Authority which will, in turn, enter into a lease of the Stadium to the 49ers Stadium Company (the "Stadium Lease"). The 49ers Stadium Company will sublease the Stadium to the Team. Each of these leases will have an initial term of 40 years, with extension options that could extend the term up to another 20 years. The Stadium will further the City Council's goals of creating an entertainment destination in the Redevelopment Project Area, and will provide significant economic benefits to the City and its residents and businesses. The Team will play home games at the Stadium, including preseason, regular season and post-season games for the term of the Stadium Lease and Team Sublease. The Stadium will also be used for Non-NFL Events (such as concerts and other sporting events), civic events and to provide additional meeting spaces for the City's convention center.

The Team has had its training facility and headquarters in the Santa Clara community for more than two decades and now wishes to strengthen its commitment to the City of Santa Clara by making a long-term investment in the City, including making a significant economic investment in the Stadium.

The Stadium will be developed and operated through a "public-private partnership" consistent with the following guidelines:

• The City will ground lease the Stadium Site for a fixed base rent and performance based rent which is projected to provide a fair market rent to the City's general fund;
• No City general fund or enterprise funds will be used in or pledged to the development of the Stadium, except that if the City decides to relocate or reconfigure the substation from the property adjacent to the Stadium Site, the City will be responsible for the cost of such relocation or reconfiguration;
• Investment by the Agency in the construction of the Stadium shall not exceed Forty Million Dollars ($40,000,000), exclusive of debt service and other financing costs and exclusive of payments to the City for certain development fees and costs;
• No new or increased taxes will be required for the Stadium, except that hotels in the Stadium area, if they vote to form a special district, will be subject to a special tax based on hotel room revenue which could be pledged to provide up to Thirty-Five Million Dollars ($35,000,000), exclusive of debt service and other financing costs, toward development of the Stadium and related infrastructure;
• 49ers Stadium Company will be responsible for any construction cost overruns and for payment of rent that assures payment of the operating expenses of the Stadium related to NFL and Non-NFL Events, including reasonable costs incurred by the City in providing public safety and traffic management for NFL games and Non-NFL Events; and,
• Upon completion of Stadium construction, the Team will play its regular season and postseason home games in the City, except as may otherwise be prescribed by the NFL. Capitalized terms contained in this Term Sheet are defined in Attachment A to this Term Sheet for convenience.