Purchase Agreement

OAKLAND ARENA EVENT SUITE RENTAL AGREEMENT

This Event Suite Rental Agreement (this “Agreement”) is between AEG Management Oakland, LLC (“AEGMO” or “Oakland Arena” and the undersigned Client (the “Client” or “Event Suite Holder”). Any Event Suite Invoice(s) (“Invoice(s)”) executed between the Parties herein are hereby incorporated into and made a part of this Agreement. The Agreement and any Invoice(s) are herein collectively referred to as “the Agreement”. AEGMO and Client may be referred to in this Agreement as a Party or the Parties. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties to this Agreement agree as follows:

1. The Parties hereby agree that the term of this Agreement (the “Term”) shall commence on the Date below and shall terminate upon conclusion of the applicable event (the “Event”). In the interpretation of this Agreement and to the extent that this Agreement conflicts with or is inconsistent with any provision contained in any other correspondence or other document provided by one Party to the other, the provisions of this Agreement shall prevail.
2. The Client shall be entitled to occupy and use the suite (the “Suite”) identified below and located in the Oakland Arena facility (“Oakland Arena”) for the Event indicated below (“Rental Period”). The Parties acknowledge that AEGMO is authorized to process full payment for the Suite (“Payment”) on the credit card or charge card provided by Client to AEGMO, whether by telephone, email, or in person. Subsequently, AEGMO shall forward this Agreement to Client for execution by Client. Client shall execute this Agreement and return to AEGMO along with payment in full. The executed Agreement and payment must be received by AEGMO upon execution of the Agreement. In the event that an executed Agreement and payment in good funds have not been received by AEGMO, then the Client’s reservation will be deemed tentative and, due to the high demand for rental of the Suite, the Suite may, without notice to Client, be rented to another Party (in which case this Agreement shall terminate without further liability to either Party). The Payment is non-refundable. In the event that Payment and an executed Agreement have been received by AEGMO, but Client cancels its reservation less than thirty (30) days prior to the Event Date, AEGMO shall be entitled to retain 100% of Payment. However, if Client’s cancellation is received thirty (30) days or more prior to the Event, Client shall have the option to apply the Payment towards the use of a suite for another event occurring at Oakland Arena during the 2022-2023 Oakland Arena season (July 1, 2022 through June 30, 2023) based upon availability. If Client has provided Payment to AEGMO and returned an executed Agreement with regard to an Event, and the Event is cancelled by promoter or AEGMO for any reason, then Client shall be entitled to apply the Payment towards the use of a suite for another event occurring at Oakland Arena during the 2022-2023 Oakland Arena season based upon availability.
3. Once AEGMO has received an executed Agreement and the Payment in good funds, then, and only then, shall AEGMO distribute or provide access to, in advance of Event, the number of Suite Tickets sold to Client pursuant to this Agreement (“Suite Tickets”), to the contact identified by the Client. Upon presentation of a Suite Ticket by Client or any person entering the Suite under a Suite Ticket provided through Client (“Client’s guests” or “Guests”), the holder of the Suite Ticket shall be entitled to access to and usage of the Suite for the Rental Period.
4. Any alcoholic beverages or food consumed in the Suite shall be obtained only from AEGMO’s designated suite concessionaire. All food, beverage and other services ordered in advance shall be paid as indicated on the applicable form of the suite concessionaire. Any additional food, beverage and other services requested and utilized by Client or any of Guests must be paid for upon delivery by Visa, Mastercard or American Express, unless otherwise expressly agreed to by Client, AEGMO and its designated concessionaire.
5. In addition to the requirements imposed by this Agreement including, but not limited to, the Policies and Procedures provision set forth below, AEGMO shall have the right to adopt and amend additional rules and regulations (collectively, the rules set forth herein including, but not limited to the Policies and Procedures as well as any additional rules and regulations are referred to as the “Rules”) as AEGMO deems desirable in its sole discretion for the safety, care and cleanliness of Oakland Arena and the preservation of good order within Oakland Arena. Notice of any additional Rules shall be given in any such manner as AEGMO deems appropriate in its sole judgment. Client and Guests shall, while in the Suite or within Oakland Arena or on its grounds, comply with all state, county and local laws, rules and regulations including those governing the sale, possession and consumption of alcoholic beverages (“Laws”). Client and Guests hereby agree to comply with any such Rules and Laws. Client, whether present or not within the Suite, Oakland Arena or on its grounds, shall be responsible for controlling in this regard any Guests using the Suite. Client is responsible for the conduct of its Guests at all times. AEGMO shall not be liable to the Client for any breach of the Rules or Laws by other patrons or visitors of Oakland Arena. If AEGMO determines that Client or its Guests have violated any of the Rules or Laws, AEGMO shall have the absolute right, in addition to any rights under applicable law, to immediately eject Client and all Guests from the Suite and to terminate this Agreement.
6. Unless approved in advance by AEGMO in writing, Client shall not sell or permit to be sold any event suite tickets for any consideration whatsoever. This Agreement and all or any part of Client’s rights or obligations hereunder shall not be assigned, transferred, encumbered, in whole or in part, by Client except upon prior written consent of AEGMO and any attempted sale, assignment, sublease, pledge, transfer or encumbrance to which no consent has been granted shall be null, void and of no force or effect. Subject to the following sentence, the use of tickets by Guests shall not be deemed an assignment for purposes of this Agreement. Unless approved in advance by AEGMO in writing, Client and Guests shall not sell or permit to be sold any event suite tickets for any consideration whatsoever. AEGMO may assign any or all of its rights and obligations under this Agreement without the consent of Client.
7. Client may not offer use of the Suite in connection with a public promotional plan without the prior written consent of AEGMO.
8. AEGMO may from time to time adopt systems and procedures for the security or safety of Oakland Arena, any persons occupying, using or entering Oakland Arena, or any equipment, furnishings or contents thereof, and Client and Guests shall comply with AEGMO's requirements relating thereto.
9. Client must give prompt notice to AEGMO of any accident occurring in the Suite or of any deficiency in the services provided to or associated with the Suite.
10. AEGMO and its employees and agents shall have the continued right to enter the Suite at any and all times for (a) the performance of the duties required to be performed by AEGMO under this Agreement and for any and all purposes related to this Agreement; (b) to investigate any violation of the provisions of this Agreement, the Rules or Laws; and (c) generally, to inspect the Suite and its condition.
11. At the conclusion of the Rental Period, Client shall return the Suite to AEGMO, clean and without damage. In the event of any damage to the Suite, its furniture or fixtures, or to Oakland Arena, caused by Client or its Guests, AEGMO shall be entitled to repair such damage and to bill Client for its costs in so doing and Client shall forthwith pay the amount of the invoice. If Client has arranged credit or payment through the issuance of a credit card or charge card, AEGMO shall be entitled to debit such card in respect of the cost of repair of damage pursuant to this Section.
12. Anschutz Entertainment Group, Inc., AEGMO, the Oakland Alameda County Coliseum Authority, the City of Oakland, the County of Alameda, and the designated suite concessionaire (collectively the “Oakland Arena Parties”), and their professional leagues and associations shall not be liable or responsible for any loss, damage, or injury to any person or to any property of Client or Guests in or upon the Suite or the Oakland Arena or on its grounds resulting from any cause whatsoever, including the sole or joint gross negligence of the Oakland Arena Parties, unless due to the gross negligence or intentional misconduct of the Oakland Arena Parties, their professional leagues and associations or their respective affiliates, officers, employees, partners, shareholders, contractors or agents. Additionally, CLIENT AND GUESTS ASSUME ALL RISKS AND DANGER INCIDENTAL TO ALL EVENTS AT THE OAKLAND ARENA, WHETHER OCCURRING PRIOR TO, DURING OR SUBSEQUENT TO, ALL EVENTS, SUCH AS (BUT NOT LIMITED TO) THE DANGER OF BEING INJURED BY PERFORMERS, PLAYERS, OTHER FANS, BASKETBALLS OR ANY PROJECTILES, AND AGREE THAT THE OAKLAND ARENA PARTIES AND THEIR PROFESSIONAL LEAGUES AND ASSOCIATIONS, THE OPPOSING TEAMS, PARTICIPANTS IN AND PROMOTERS OF EVENTS, AND THEIR RESPECTIVE AFFILIATES, OFFICERS, EMPLOYEES, PARTNERS, SHAREHOLDERS, MEMBERS, CONTRACTORS, PERFORMERS AND PLAYERS AND AGENTS ARE NOT LIABLE FOR INJURIES FROM SUCH CAUSES. Client and its Guests shall indemnify and hold the Oakland Arena Parties harmless against any costs, expenses or liabilities arising out of the use of the Suite by Client and its Guests.
13. In the event of any dispute hereunder, the Parties agree to submit the dispute for arbitration in the City of Oakland in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The determination of the arbitrator shall be final and conclusive upon the Parties hereto. In the event any legal action is taken under this Agreement, the prevailing Party shall be entitled to recover reasonable attorney's fees, costs of arbitration and all other costs reasonable related to enforcement of its rights under this Agreement.
14. This Agreement shall be construed and enforced in accordance with the laws of the State of California.
15. If any provision of this Agreement shall for any reason be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof and this Agreement shall be construed as if such invalid or unenforceable provision were omitted.
16. This Agreement may not be amended except by an instrument in writing, executed by the Parties.
17. This Agreement may be executed and delivered in counterparts by facsimile or email, each of which so executed and delivered counterpart is an original, and such counterparts, together, shall constitute but one and the same instrument.
18. Policies and Procedures applicable to Client and its Guests:
1. Event dates and times are subject to change. Oakland Arena asks that you pay close attention to the Oakland Arena website, your local newspapers, radio stations, for scheduling and changes to event dates and times.
2. PLEASE HOLD ON TO YOUR EVENT SUITE TICKET. LOST TICKETS CANNOT BE REPLACED.
3. ONLY EVENT SUITE HOLDERS AND THEIR GUESTS WITH AN EVENT TICKET WILL HAVE ACCESS TO THE SUITE CONCOURSES AND PRIVATE SUITE. PLEASE KEEP SUITE TICKETS IN YOUR POSSESSION AT ALL TIMES.
4. A Suite Ticket does not allow access into other suites. Event Suite Holders and Guests must have an appropriate and applicable ticket for that specific suite and may not enter other suites without permission.
5. There are no refunds, exchanges or cancellations for tickets to events that are performed.
6. Event Suite Holders should distribute ALL tickets before getting to the Oakland Arena. Oakland Arena cannot distribute individual tickets for you.
7. Event Suite Holders and their Guests shall conduct themselves in a manner which is consistent with the character of Oakland Arena as a first class sporting and entertainment facility and shall not act in a manner which will in any way impair the use and enjoyment of Oakland Arena by others, or the operations of Oakland Arena. Offensive language and behavior is not tolerated. Drunk and disorderly conduct will result in immediate ejection by Oakland Arena security. EVENT SUITE HOLDERS ARE RESPONSIBLE FOR THE CONDUCT OF THEIR GUESTS AT ALL TIMES.
8. EVENT SUITE HOLDERS AND THEIR GUESTS ARE REQUIRED, WHILE IN THE SUITE OR WITHIN OAKLAND ARENA OR ON ITS GROUNDS, TO OBEY ALL STATE AND LOCAL LAWS GOVERNING THE SALE, POSSESSION AND CONSUMPTION OF ALCOHOL. THE USE OF UNLAWFUL DRUGS IS STRICTLY PROHIBITED. IT IS ILLEGAL FOR ANYONE UNDER THE AGE OF 21 TO CONSUME ALCOHOLIC BEVERAGES. SUITE HOLDERS, WHETHER PRESENT OR NOT WITHIN THE SUITE, OAKLAND ARENA OR ON ITS GROUNDS, SHALL BE RESPONSIBLE FOR CONTROLLING, IN THIS REGARD, ANY GUESTS. GLASSES, CANS AND BOTTLES MUST REMAIN INSIDE THE SUITE AT ALL TIMES. BOTTLES AND CANS ARE NOT ALLOWED OFF OF SUITE AREAS. PLEASE POUR DRINKS IN DISPOSABLE CUPS PROVIDED IN SUITE. SUITE HOLDERS AND THEIR GUESTS ARE ASKED NOT TO DRINK AND DRIVE. IF A DESIGNATED DRIVER IS NOT AVAILABLE, A GUEST SERVICE REPRESENTATIVE CAN ARRANGE FOR TAXI SERVICE UPON REQUEST.
9. No signs, banners, advertisements or notices shall be hung from or otherwise exhibited in or around the Suite without the prior written consent of Oakland Arena. Event Suite Holders and their Guests shall immediately remove any such signs, banners, advertisements or notices at the request of Oakland Arena.
10. Use of professional cameras or video or audio recording equipment of any kind by Event Suite Holders or Guests at any Oakland Arena event is strictly prohibited. Oakland Arena and its employees and agents reserve the right to confiscate any images or recordings and/or eject any person violating the foregoing provision.
11. Oakland Arena is designated as a non-smoking facility by CALIFORNIA State law. Smoking, including the use of e-cigarettes and vaping, is not permitted IN any part of Oakland Arena, including the Suite. No flammable, dangerous or explosive materials may be brought into the Suite.
12. For certain events the nature of the event may require Oakland Arena to control lighting and to keep lighting off in the Suite during the performance in order to create the best possible atmosphere. During certain events, WHEN DIRECTED, EVENT SUITE HOLDERS MUST ABIDE BY THE “LIGHTS OUT” RULE FOR THESE EVENTS AND KEEP LIGHTING OFF IN THE SUITE, including television monitors.
13. Objects may not be thrown into the seating area or onto the playing surface or stage at any time. Violations will result in immediate ejection from the Oakland Arena and/or legal action taken against the offender.
14. The maximum capacity of the Suite is based on fire code and other applicable by-laws and governmental regulations and must not be exceeded for any reason. Additional chairs are not allowed in any event suite beyond the number of seats normally placed in that suite. Any chairs found in the Suite beyond the fire code limit will result in immediate ejection from the Oakland Arena and/or a full Suite Ticket charge for every additional chair present.
15. In the event of maintenance problems during an event, a Guest Service Representative should be contacted so as to inform them of the problem. The operations staff will attempt to fix the problem as soon as possible. Repairs for damages to the Suite furniture, fixtures and equipment, beyond normal wear and tear, will be billed to the Event Suite Holder.
16. Oakland Arena is not liable for any theft or loss of, or damage to, any personal property brought into the suite by the Event Suite Holder or any of its Guests.
17. Client and its guests shall have access to the Suite from the time the Arena is open to the public for an Arena Event until thirty (30) minutes after the conclusion thereof. The foregoing thirty (30) minute period may be decreased at AEGMO’s sole discretion.
18. AEGMO reserves the right to relocate Client’s Suite or issue replacement tickets in any other part of the Arena bowl at its sole discretion, due to, but not limited, to event production changes.
19. Client shall have present at each event at the Arena while the suite is in use at least one representative of Client who shall be responsible for the conduct, safety, entry and exit of all individuals using the suite.
20. Client shall not permit any guest who does not have a suite ticket to enter the suite for any event and shall never permit more guests than the number of tickets issued for the event within the suite at any one time.