ATTACHMENT C

PRINCIPAL TERMS OF PUBLIC SAFETY AGREEMENT

Capitalized terms not otherwise defined in this Attachment C shall have the meanings ascribed to them in the Term Sheet.

1. Public Safety Facilities in Stadium. The Stadium will include a temporary holding facility on the ground floor, constructed in accordance with state and local building codes, including Title 15 and Title 24 of the California Code of Regulations, and a security command center at the press level, both of which will be available for use by the City's public safety personnel during Stadium events. These areas will be designed and equipped in consultation with the City's Chief of Police. Development costs of these areas will be included in the Development Budget.
2. Public Safety Plan. The City (including, without limitation, its Chief of Police) and the Stadium Authority, in consultation with 49ers Stadium Company, will develop and continuously update as needed, a public safety plan describing procedures for traffic management, security and public safety at NFL Games and other large events at the Stadium, which will include police and fire personnel stationed in and around the Stadium, as well as private security (the "Public Safety Plan").
3. Reimbursement of City Costs. The Stadium Authority will reimburse the City for the actual and reasonable costs of police, traffic control, fire, emergency services and similar services attributable to Stadium events incurred by the City in implementing the approved Public Safety Plan, including the fair share of reasonable capital expenditures required for public safety for the Stadium as described below("Public Safety Costs"). The Public Safety Costs to be reimbursed by the Stadium Authority each year will be agreed upon by the Stadium Authority, the City and 49ers Stadium Company or will otherwise be resolved by Expedited ADR, as described in Section 8 below. Capital expenditures required for public safety for the first year of operation of the Stadium, including the cost of equipment that is reasonably necessary for dedicated use at the Stadium only, will be included in the Development Budget. During operation of the Stadium, Public Safety Costs will be allocated as follows:
   1. Public Safety Costs in connection with NFL Events will be included in Reimbursable Expenses subject to Paragraph 4 below,
   2. Public Safety Costs in connection with Non-NFL Events will also be included in Reimbursable Expenses, and, for purposes of calculating Net Income from Non-NFL Events, will also be included in Non-NFL Event Expenses, and
   3. Public Safety Costs in connection with Civic Events will be included in Civic Event Expenses.
4. NFL Games. For the first season of NFL Games at the Stadium, Public Safety Costs attributable to NFL Games, including a charge for capital expenditures as described below, will be included in Reimbursable Expenses up to a maximum amount equal to the product of One Hundred Seventy Thousand Dollars ($170,000) ("Per Game Factor") multiplied by the total number of pre-season, regular season and post-season NFL Games played at the Stadium for that NFL season (the "Threshold"). Assuming ten (10) home games during the first NFL season at the Stadium, the Threshold for that season will be One Million Seven Hundred Thousand Dollars ($1,700,000). For each NFL season thereafter, the Per Game Factor referenced above will be increased by four percent (4%) per year, subject to adjustment as provided in Section 7(ii) below. If Public Safety Costs attributable to NFL Games in any year exceed the Threshold, the excess will be treated in accordance with Section 6 below. In determining costs subject to the Threshold, the following will apply:
   1. The Stadium Authority will reimburse the City up to $500,000 for each of the first two years of Stadium operations for the actual total compensation of a police lieutenant and sergeant to establish a special events unit and to develop procedures and protocols for the implementation of the Public Safety Plan as well as agreements with surrounding jurisdictions, and these costs will be considered Reimbursable Expenses, but will not count toward the Threshold;
   2. Rental from third parties of barricades and radios will be negotiated by the Stadium Authority or 49ers Stadium Company, and the cost of such rental will be separately included in Reimbursable Expenses and will not count toward the Threshold;
   3. Any police escorts or additional security requested for Team and visiting team players will be the responsibility of the Team or the visiting team, and will not count toward the Threshold;
   4. The charge for capital expenditures, which may be for amortization or for deposits to a sinking fund, will be in an amount equal to the fair share of reasonable capital expenditures required for public safety for the Stadium, which charge will be equitably allocated between NFL Events and Non-NFL Events. The portion of such charge that is attributable to NFL Events will be subject to the Threshold.
5. Possible Adjustment of Threshold.
   1. If the NFL mandates specific new or expanded security measures that substantially increase Public Safety Costs in connection with NFL Games, and the reasonable cost of such new or expanded measures will cause the Threshold to be exceeded, then, at the request of the City, the Threshold shall be increased so that such new or expanded measures will not cause the Threshold to be exceeded. If the Stadium Authority, 49ers Stadium Company and the City are unable to agree on the amount of such increase, determination of the adjustment may be subject to arbitration pursuant to Section 8 below.
   2. If due to unanticipated circumstances other than new or expanded security measures mandated by the NFL, Public Safety Costs paid by the Stadium Authority to the City for NFL Games exceed the Threshold over any three (3) consecutive years, then, at the request of the City, the Stadium Authority, 49ers Stadium Company and the City will engage in good faith negotiations with respect to possible increase in the Threshold; provided, however, that 49ers Stadium Company will not be obliged to agree to any increase in the Threshold pursuant to this clause (ii) and the issue shall not be subject to arbitration pursuant to Section 8 below.
6. Public Safety Costs in Excess of Threshold. Any Public Safety Costs attributable to NFL Games paid by the Stadium Authority to the City in excess of the Threshold in any year, unless paid out of the Discretionary Fund, will be considered "Credited Public Safety Costs" and will be credited against Performance-Based Rent as provided in Section 4.3 of the Term Sheet.
7. Second Team. If a Second Team will play its home games at the Stadium as provided in Article 16 of the Term Sheet (other than a temporary occupancy as described in Section 16.2), the following additional provisions will apply:
   1. The Stadium Authority will reimburse the City up to $250,000 for each of the first two years of Second Team operations for the actual total compensation of a police lieutenant and sergeant to update procedures and protocols for the implementation of the Public Safety Plan as well as agreements with surrounding jurisdictions, and such reimbursement will not count toward the Threshold;
   2. Commencing after the first year a Second Team plays its home games at the Stadium, the Per Game Factor described in Section 4 above will be increased by 6% per year, rather than 4% per year.
8. Dispute Resolution. If the City, Stadium Authority and 49ers Stadium Company cannot agree on any Public Safety Cost, the allocation of such costs among NFL Events, Non- NFL Events and Civic Events, or any adjustment of the Threshold pursuant to Section 5(i) above, then, prior to the adoption of the Annual Stadium Operating Budget (or, if such disagreement arises after the adoption of the Annual Stadium Operating Budget, promptly after notice of such disagreement is given to all parties), senior management of each of the Parties will meet and confer in a good faith effort to resolve such disagreement. If such disagreement is not resolved through such good faith discussions, it may be submitted to expedited final alternative dispute resolution ("Expedited ADR"). The Expedited ADR shall be conducted by a panel of three arbitrators, one selected by the City, one selected by 49ers Stadium Company, and the third selected by the first two arbitrators. The decision of the Expedited ADR panel will be limited to
   1. whether or not the particular cost is a Public Safety Cost subject to reimbursement by the Stadium Authority,
   2. determining the allocation of the particular costs among NFL Events, Non-NFL Events and Civic Events, and/or
   3. the amount of any increase in the Threshold required under Section 5(i) above.