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CM-2015-668 - 1/30/2015City of Round Rock TFOUSp RO[K Agenda Item Summary Agenda Number: Title: Consider authorizing a Facility and Service Usage Licence Agreement with Ryan Sanders Sports Services, LLC for the rental of the United Heritage Conference Center Type: City Manager Item Governing Body: City Manager Approval Agenda Date: 1/30/2015 Dept Director: Fire Chief David Coatney Cost: $250.00 Indexes: General Fund Attachments: LAF and Facility and service agreement for United Heritage Center Department: Fire Department Text of Legislative File CM -2016.668 Consider authorizing a Facility and Service Usage Licence Agreement with Ryan Sanders Sports Services, LLC for the rental of the United Heritage Conference Center The Fire Department will Host their annual Banquet at the United Heritage Confrence Center. This Agreement confirms the facility and service usage. Staff Recommends Approval City.f Round Rock Peg.1 P nra0 on 1R1AV15 CITY OF ROUND ROCK 6 -CONTRACT MANAGEMENT ,CSECTION CONTRACT APPROVAL FORM FOR CITY MANAGER ACTION Required for Submission of Specific City Manager Items Department Name: Fire Department Project NigrlResouroe: Angelo Luna xQCity Manager Approval Project Name: Facility and Service Usage License Agreement Contractor/Vender: Ryan Sanders Sods Serhoes, LLC CMA Wording Consider authorizing a Facility and Service Usage License Agreement with Ryan Sanders Sports Services, LLC for rental of the United Heritage Conference Center. Approval lEmployee EE Bowden January 13, 2015 T&A FACILITY AND SERVICE USAGE LICENSE AGREEMENT This license agreement including any addenda or exhibits hereto (collectively, the "Agreement'), is made and entered into this date of December 9, 2014, by and between Ryan Sanders Sports Services, LLC, a wholly owned subsidiary of Ryan Sanders Baseball LP with its primary offices in Round Rock, Texas ('RS3"), and City of Round Rock ("User"). RECITALS RS3, on behalf of and as a result of its licensing agreement with Round Rock Baseball Club LP (as successor -in -interest to Round Rock Baseball, Inc. ("RRBI"), operates, controls and provides rental space and event services for certain meeting and convention and other mixed-use facilities at Dell Diamond in Round Rock, Texas (collectively or individually, the "Facilities") through the Dell Diamond Convention Center Complex Lease Agreement, dated January 10, 1999, by and between RRBI and the City of Round Rock ("City"). User seeks to use and occupy specified areas of RS3 Facilities under the terms and conditions set forth herein. AGREEMENT Therefore, for good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows: 1. LICENSED PREMISES. Subject to the terms and conditions of this Agreement, RS3 grants User a license to use and occupy RS3 Facilities ("Premises") described in Exhibit A on the indicated dates February 7, 2015 ("Event Period") for the rental and service rates stated in Exhibit A for the following express purposes and no other purpose Round Rock Fire Department Banquet ("Event'). This Agreement is for a Banquet event only regardless of whatever name User may designate the Event. User agrees that it is accepting the Premises in their existing condition, as is with all faults. A contract day commences at Earn and ends at 11:59pm, unless otherwise expressly provided in this Agreement. RS3 will assess overtime charges for use of the Premises during the period between 12:00am to 5:59am, or hours outside of the contract day, if applicable. Location: United Heritage Center, 3400 East Palm Valley, Round Rock, TR 78665 2. PAYMENT. User shall pay RS3 for the use of the Premises, the sum total indicated in Exhibit A. Payment shall be made to the order of the Ryan Sanders Sports Services, LLC, 3400 E Palm Valley Boulevard, Round Rock, Texas 78665. To avoid release of the date(s) and mom(s), the signed agreement and the specified deposit must be received by RS3 no later than February 7, 2015. In addition to standard facility and service usage fees, User shall pay for all additional services or equipment requested from or provided by or through RS3 at the rates in effect as of the date of the event. Additional services or equipment may include, but are not limited to, equipment, utility service, telephone service, security service, audio visual service, technical service, parking, catering service, and novelty commission. In the event of cancellation by User, the amounts described above actually paid by User are non-refundable and nontransferable and shall be retained by RS3 as liquidated damages. In the event of cancellation by RS3 for reasons other than the default of User, the amounts actually received by RS3, which are described above shall be refunded to User within thirty (30) days of such cancellation as Users exclusive remedy for any claims of User arising out of such cancellation. RS3 shall Page 1of 11 GJL-,9O 5- (oma present to User an itemized invoice reflecting charges for rental, services or equipment used by User and damages or non- routine cleanup costs incurred during the Event Period. The invoice shall reflect any credits for compensation previously received by RS3. The balance, if any, owed RS3 is due and payable upon receipt of invoice. 3. SCOPE OF FACILITIES LICENSED. The use of the Premises includes common use public corridors and restrooms necessary to accommodate patrons, together with such regularly provided heat, air conditioning, and light, as may be reasonably required for use of the Premises as determined by RS3. Space may be reassigned with the mutual consent of the User and RS3. 4. MOVE IN AND MOVE OUT. The User may move in no sooner than the hour of commencement of the Event Period. All Event equipment, exhibits, fixtures, materials, displays, and other property shall be brought into or out of RS3 Facilities only through entrances designated by RS3. The User shall remove from the Premises on or before the expiration of the Event Period all property, goods and effects belonging to User or caused by the User to be brought upon the Premises. Further, at the end of the Event Period, User shall peaceably quit and surrender the Premises and return to RS3 all equipment and facilities provided by RS3. User shall return the Premises, equipment and facilities to RS3 in the same good condition and repair as before User's use thereof, except for reasonable wear and tear from ordinary use. S. PROPERTY LEFT ON PREMISES. If equipment, exhibits, fixtures, materials, displays or other personal property are not removed by the end of the Event Period, RS3 may store, or cause to be stored, any such property, for which User shall pay a reasonable fee to cover any and all expenses incurred by RS3. If User does not take possession of such equipment, exhibits, fixtures, materials, displays or other personal property within a reasonable period of time, and pay the applicable storage fees, RS3 may sell the same in accordance with applicable law, and to hold the proceeds thereof for the rightful owner less any reasonable expenses incurred by RS3. RS3 shall not be liable for any loss of or damage to property left on premises. Charges for the storage disposition of said property shall be billed by RS3 and paid by User upon receipt of invoice. 6. DAMAGED PROPERTY AND CLEANUP. RS3 shall provide routine cleaning of the Premises at no additional cost to the User. RS3 cleaning does not include exhibit booths or exhibits aisles before, during or after Users event. As used herein, non -routine cleaning is any cleaning of walls, floors, or other surfaces that cannot be effectively accomplished by broom sweeping or the use of a mop or wiping cloth with a typical commercial cleanser. User shall be responsible for expenses associated with areas of the Premises (inside or outside) requiring non -routine cleanup. User is also responsible for the cost to repair any and all damages to the Premises or other RS3 Facilities, other than normal wear and tear, caused by User or User's agents, employees or subcontractors, subordinates, exhibitors and/or convention attendees or guests. User shall be barred from entering into any subsequent agreement for use of RS3 Facilities unless and until the User has paid RS3, the City or Round Rock Baseball Club LP, as appropriate, in full for such damage. 7. EQUIPMENT, SERVICES, CATERING AND CONCESSIONS. a. General. At least sixty (60) days prior to the Event, User shall file with RS3 a preliminary outline or agenda. At least thirty (30) days prior to the Event, User shall submit a full and detailed outline of all space to be utilized, operation set-up, equipment and services required, and such other information which may be required by RS3 to adequately produce the Event. A full and detailed outline includes, but is not limited to, Event schedule or timeline; Exhibition timeline and diagram (move in, show, move out); Approved floor plans (exhibits, meetings, general session); Utility and Technical requirements; Event Security; Production and/or audio visual schedule; and General Service Contractor production schedule. RS3 reserves the right to use a reasonable amount of space in the Premises for concession activity. b. Utility and Technical Services. RS3 reserves for itself or its assigned contractors the sole right to provide the following services to User and/or Users exhibitors: electric, telephone, water, fiber optics, video distribution, computer networking, compressed air, and natural gas. RS3 agrees that Service Orders for utilities requested by Users exhibitors for the Event shall be made directly with the exhibitors, and that such exhibitors must pay for utilities directly to RS3. Page 2 d 11 c. Sale or Rent of Concession Items. RS3 reserves for itself, or its designated concessionaires or contractors, the sole right to provide the following services, together with the necessary floor space to do so: (1) sale or dispensing of programs, librettos, periodicals, books, magazines, newspapers, soft drinks, alcoholic beverages, flowers, tobaccos, candies, food, novelties, tee- shirts or any related merchandise commonly sold in the facility orfacilities, (2) rental or sale of cushions and similar articles, (3) sale of photographs, (4) operation of the check rooms. d. Giving Away of Concession Items. With prior specific expressed written permission, the User and User's exhibitors may give away sample size food, non-alcoholic beverages, and Event -related novelty items, for which User assumes full responsibility, including without limitation, compliance with applicable law, including health requirements. A fee of One Hundred Dollars ($100.00 US) per vendor shall be paid to RS3 for the rights to sample or giveaway such items. Exhibitors may give away sample size items for materials or products produced directly by the exhibitor. At least ten (10) days prior to the Event, User must provide RS3 with a listing of all booths providing food and beverage samples and the size of the samples. e. Catering or Food and Beverage Items. RS3 reserves for itself or RS3's designated food and beverage management/concession or catering contractor the sole and exclusive right to provide the following services; food and beverage items for all events, including, but not limited to, breakfasts: continental breakfasts, breakfast buffets, served breakfasts; refreshment breaks; luncheons: luncheon buffets, served luncheons; receptions; dinners: seated served dinners, seated dinner buffets and theme parties. The term "food and beverage" items includes all food items, non-alcoholic beverages and alcoholic beverages, except sample -size food and non-alcoholic beverage items referred to in Section 7.d. above. f. Storage. RS3 shall be under no obligation whatsoever to receive, store, handle freight, mail packages or personal property of exhibitors or User. But, RS3 may elect to receive, handle, or store property of User or its exhibitors shipped or otherwise delivered to RS3 Facilities solely as an accommodation of User when feasible. In no event shall, the City, Round Rock Baseball Club LP, RS3, or its agents, officers or employees, be liable for loss, transport cost, other costs associated with delivery or damage to such property. g. Wireless Communication Services. RS3 offers limited wireless internet services to Users, attendees, exhibitors and subcontractors in some designated areas. User shall comply, and shall use its best efforts to muse its Event exhibitors, patrons and attendees to comply, with all applicable laws, rules and regulations concerning the use of wireless communications devices on the Premises, or the use of the wireless services provided by RS3. User shall not use, and shall prohibit its Event exhibitors, patrons, and attendees from using, any wireless communications device in a manner that will cause interference with RS3's wireless systems, or with the use of wireless communications devices by others. In the event of interference, User shall use its best efforts to promptly remedy the interference, or if the interference cannot be remedied, shall cease the use of the device musing the interference. Violation of this section may result in termination of wireless services provided to User, or if the violation is caused by an Event exhibitor, patron or attendee, expulsion of the violator from the Premises. IN NO EVENT SHALLTHE CITY, RS3, OR ROUND ROCK BASEBALL CLUB LP BE LIABLE TO ANY PERSON FOR ANY CLAIMS OR DAMAGES ARISING OUT OF THE MALICIOUS, NEGLIGENT, OR INADVERTENT MISUSE OF A WIRELESS COMMUNICATIONS DEVICE OR RS3 PROVIDED WIRELESS SERVICES BYTHE USER, OR ANY EVENT PATRON, EXHIBITOR, OR ATTENDEE. h. Parking Facilities. RS3 and Round Rock Baseball Club LP operate three (3) parking lots for the convenience of persons attending events at the Facilities ("Parking Facilities'). Depending upon the event, persons packing in the Parking Facilities may pay a fee established by Round Rock Baseball Club LP. Unless otherwise expressly provided in this Agreement, nothing herein shall entitle User, or its exhibitors or Event attendees, to any parking privileges other than those available to the general public. I. Personnel Services. RS3 agrees to furnish, to the extent feasible as determined by RS3 in his or her discretion, as an additional reimbursable item, all necessary personnel required for User's reasonable use of the Premises for the Event as provided in this Agreement, including but not limited to Event Staff, and other general labor. Page 3 of 11 j. Safety and Security. RS3 reserves for itself, or through its designated contractors or concessionaires, the exclusive right to provide all attendants, ushers, badge checkers, security personnel, safety personnel, emergency medical technicians, and certified Texas peace officers at the User's expense. No outside staffing of any personnel listed here is allowed unless approved by RS3. RS3 in his or her discretion may also assign minimum staffing requirements for these services as they relate to the Event in this agreement. In support of security and safety, RS3 and Round Rock Baseball Club LP operate a 24-hour security surveillance system and maintain the right to monitor and record any and all areas of the premises during the Event Period. 8. ADVERTISING AND RECORDINGS a. Advertisements. User shall not, without the prior written consent of RS3, distribute or circulate, or permit to be circulated or distributed any advertising matter, programs or notices on the Premises or other RS3 Facilities or property, except User and its Exhibitors may distribute matter and programs incident to its convention and exhibits during the Event period and within the leased space upon receipt of a fully executed contract. User may not place or use any portable signs on the exterior of the Premises or on RS3 Facility grounds. User shall not circulate or publish or cause to be circulated or published any advertisement, tickets, placard, or other written or printed matter in which RS3, Austin Convention Center or Palmer Events Center, or other RS3 Facilities are mentioned or referred to without first having obtained written consent from RS3 or a fully executed agreement by both parties, User and RS3. b. Video or Audio Recordings. The User may make audio and/or video record proceedings of the Event. USER SHALL INDEMNIFY AND HOLD HARMLESS RS3 FROM ANY CLAIMS FOR FEES, ROYALTY PAYMENTS, OR OTHER COSTS ASSOCIATED WITH SUCH RECORDING WHICH MAY BE DUE TO THIRD PARTIES. 9. INSURANCE AND INDEMNIFICATION a. Insurance. User shall obtain and maintain throughout the Event the insurance coverage stated in this Section. At least sixty (60) days prior to the commencement of the Event, User shall provide to RS3 an insurance certificate acceptable to RS3 and Round Rock Baseball Club LP reflecting such insurance policies. User shall not cause or permit any insurance policy to lapse or be cancelled prior to or during the Event. User shall pay all premiums, deductibles and self-insured retentions, if any, stated in the policies. R53, Round Rock Baseball Club LP, its officials, employees and agents shall be named as additional insureds on coverage (1) and (2) below. (1) Commercial general liability insurance with a minimum combined single limit of $1,000,000 per occurrence and a minimum $1,000,000 aggregate including products and completed operations and contractual liability coverage. Fire legal liability must be included with minimum limits of $50,000. (2) Comprehensive business automobile liability insurance with a minimum combined single limit of $500,000 including coverage for all owned, non -owned and hired autos. Only insurance written by a company with an AM Best rating of no less than a B+ VII and in good standing with the Texas State Board of Insurance shall be acceptable to R53. b. INDEMNITY. USER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE CITY, ROUND ROCK BASEBALL CLUB LP, RYAN SANDERS BASEBALL LP, OTHER EVENT SPONSORS, MAJOR LEAGUE BASEBALL, THE NAPBL, ANY CONCESSIONAIRE, AND THEIR RESPECTIVE OWNERS, OFFICERS, AGENTS, EMPLOYEES AND REPRESENTATIVES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE "INDEMNIFIED PARTIES"), FROM AND AGAINST ALL COSTS, EXPENSES (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS' FEES, EXPENSES, AND COURT COSTS), LIABILITIES, DAMAGES, CLAIMS, SUITS, ACTIONS AND CAUSES OF ACTIONS WHATSOEVER (COLLECTIVELY, "CLAIMS"), TO THE EXTENT ARISING OUT OF (A) A BREACH OF THIS AGREEMENT, OR VIOLATION OF LAW, BY USER, ITS OFFICERS, AGENTS, EMPLOYEES, INVITEES, CONTRACTORS, SUCCESSORS OR ASSIGNS, (COLLECTIVELY THE "USER PARTIES") (B) A FALSE REPRESENTATION OR WARRANTY MADE BY THE USER PARTIES, (C) Page 4 N11 NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF A STANDARD OF STRICT LIABILITY BY THE USER PARTIES IN CONNECTION WITH THIS AGREEMENT, THE EVENT, OR THE USE OF THE PREMISES OR RS3 FACILITIES; PROVIDED, HOWEVER, THAT USER SHALL NOT BE LIABLE FOR SAID CLAIMS TO THE EXTENT SUCH CLAIMS ARE SOLELY THE RESULT OF RS3'S ACTIONS, FOR WHICH THERE IS AN EXPRESS WAIVER OF SOVEREIGN IMMUNITY. INDEMNIFIED CLAIMS UNDER THIS SECTION INCLUDE, WITHOUT LIMITATION, CLAIMS FOR BODILY INJURY OR DEATH, OCCUPATIONAL ILLNESS OR DISEASE, LOSS OF SERVICES WAGES OR INCOME, DAMAGE DESTRUCTION OR LOSS OF USE OF PROPERTY, AND WORKER'S COMPENSATION CLAIMS. USER'S OBLIGATIONS UNDER THIS SECTION EXPRESSLY INCLUDE CLAIMS CAUSED BY THE CONCURRENT, BUT NOT SOLE, NEGLIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNIFIED PARTIES. RS3 shall give User written notice of a Claim asserted against an Indemnified Party. User shall assume on behalf of the Indemnified Parties and conduct with due diligence and in good faith the defense of all Claims asserted against the Indemnified Parties. The Indemnified Parties shall have the right, but not the obligation, to participate in the defense of any claim or litigation with attorneys of their own selection without relieving User of any obligations hereunder. Maintenance of the insurance required under this Agreement shall not limit Users obligations under this Article. 30. ENTERTAINMENT STANDARDS. a. User warrants and covenants that any performance, exhibition or entertainment to be held at the Premises shall not be illegal or obscene, and agrees to immediately cease and desist from presenting or continuing to present any portion or portions of a performance, exhibition or entertainment considered obscene or illegal by the appropriate law enforcement authority. 11. TERMINATION. An event of default shall be deemed to occur should any of the following events happen: a. User uses the Premises for any unlawful use, or any purpose other than that expressed in Section 1. Licensed Premises; b. User fails to pay any fee, deposit, or invoice at the time and place specified herein; c. User fails to timely deliver insurance certificates to RS3 or to obtain and maintain the insurance policies set forth in this Agreement; d. User, or any exhibitor acting under User, presents or sponsors any illegal or obscene performances, productions or exhibitions on the Premises during the term of this Agreement; e. User, or its officials, employees or agents, willfully fails to obey the reasonable requests of RS3, or his/her designee concerning matters of RS3 Facilities security, safety, or damage to RS3 Facilities, personnel, or the public during the term of this Agreement, f. User files a voluntary petition for relief under the Bankruptcy Code, an involuntary bankruptcy petition is filed against User and is not dismissed within thirty (30) days, a court takes jurisdiction of User and its assets pursuant to proceedings brought under the provision of any Federal or State reorganization act, or a receiver is appointed for Users assets; or g. User fails to comply with any other term or condition of this Agreement. In the event of the occurrence of an event of default by User, RS3 shall notify User or its designated agent in writing. In addition to all other rights or remedies available to RS3 under law or in equity (RS3's remedies being cumulative), RS3 may terminate this Agreement immediately upon notice to User, without penalty or liability, and may retain all fees and deposits paid by User prior to termination. Upon termination of this Agreement by RS3, all rights and privileges hereby created and all interest of User, and all parties claiming by, through, or under User, to the Premises shall automatically terminate upon the effective date of such notice; and RS3, its agents or Page 5 d 11 representatives, may without further demand or notice, reenter and take possession of the Premises and remove all persons and property from RS3 Facilities with or without process of law, without being deemed guilty or any manner of trespass, and without prejudice to any remedies of RS3 for such User default. 12. MISCELLANEOUS. a. General Conditions. No portions of the sidewalks, entries, passages, vestibules, halls, elevators, fire safety equipment, ways or access to public utilities of RS3 may be obstructed, or caused to be obstructed, by User, or used or permitted to be used, for any purpose other than ingress and egress to and from the Premises. The doors, skylights, stairways or openings that reflect or admit light into any portion of the building, including hallways, corridors and passageways, air circulation vents and house lighting attachments shall not be obstructed by User. The water closets and water apparatus shall not be used for any purpose other than that for which they were constructed, and no sweepings, rubbish, rags, papers or other substances may be deposited therein. Attendance at any Event shall not exceed maximum occupancy as determined by the lawful authorities. User shall pay for any damage resulting from User's misuse of any portion, facility or equipment of the Premises or RS3 Facility upon receipt of invoice. User shall not do, or permit to be done, upon the Premises anything that will tend to injure, mar or in any manner deface the Premises, and will not drive or install, or permit to be driven, installed or attached, any nails, tape, hooks, tacks, staples or screws into any part of RS3 Facilities (including the parking lot(s)), except as approved by RS3. User will not make, or allow to be made, any alterations of any kind to the Premises, RS3 Facilities or RS3 equipment. User may post and/or exhibit directional signs or Convention program information that relates to the Event on easels at such locations approved by R53. User shall not post or exhibit or allow to be posted or exhibited any non -directional or non -convention program information signs, advertisements, show bills, lithographs, posters, or cards of any description on any part of the Premises or RS3 Facility, except at locations provided for such purpose by RS3. RS3 must approve materials to be used in marking exhibit hall floors. User will not do, or permit to be done, anything in or upon any portion of the Premises or RS3 Facilities, or bring or keep anything therein or thereon, which will in any way conflict with the conditions of any City fire or casualty insurance polity, or in any way increase any rate of insurance upon RS3 Facilities or on property kept there. Under no circumstances shall User conduct or permit to be conducted, any activities on the Premises that create an unreasonable risk to public health or safety. b. Taxes. User will pay all applicable taxes on tickets used in connection with the Event or any performance, exhibition or entertainment. User is responsible for the collection and reporting of all taxes due to the State of Texas and/or the Federal Government for the sale of tickets or sale of other taxable items. USER SHALL INDEMNIFY AND HOLD HARMLESS RS3, ITS OFFICIALS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS ARISING OUT OF THE COLLECTION AND/OR REPORTING OF TAXABLE SALES OCCURRING IN CONNECTION WITH THE EVENT. c. Compliance with Laws, Rules and Regulations. User shall comply with all applicable Federal, State, City, and local laws, ordinances, rules and regulations concerning the use of the Premises or the conduct of the Event and will not do, nor suffer to be done, anything on the Premises in violation of any such laws, ordinances, rules or regulations. User shall obtain and pay for all necessary permits and licenses. User will immediately cease and desist from, and correct, all violations of law or permit conditions upon request of RS3 or a law enforcement officer to the satisfaction of RS3, or be subject to immediate termination of this Agreement, in addition to any criminal prosecution which may be brought by an appropriate law enforcement authority. RS3 may adopt and enforce reasonable rules, regulations and standards, which User agrees to observe and obey, with respect to the use of the Premises and RS3 Facilities, together with all improvements, equipment and services of the RS3, for the purpose of providing for safety, good order, good conduct, sanitation and preservation of the RS3 Facilities. d. Force Majeure/Occupancy Disruption. The failure of RS3 to perform its obligations under this Agreement shall be excused to the extent, and for the period of time, such failure is caused by the occurrence of an event of Force Majeure. Force Majeure shall mean acts and events not within RS3's control, and which the RS3 has been unable by the exercise of due diligence to avoid or prevent. Events of Force Majeure include, without limitation: Acts of God; strikes, lockouts, or other industrial disputes; inability to obtain material, equipment or labor, epidemics, civil disturbances, acts of domestic or foreign terrorism, Page 6of 11 wars within the continental United States, riots or insurrections; landslides, lightning, earthquakes, fires, storms, floods or washouts; arrests and restraint of rulers and people; interruptions by government or court orders; declarations of emergencies by applicable Federal, State, or local authorities; present or future orders of any regulatory body having proper jurisdiction and authority; explosions; and breakage or accident to machinery. RS3 shall give User prompt notice of the event of Force Majeure by electronic mail, facsimile transmission, or telephone confirmed promptly thereafter in writing, and shall use due diligence to remedy the event of Force Majeure, as soon as reasonably possible; provided, however that nothing contained herein shall be construed to require a party to settle a strike or other labor dispute against its will. If the use of RS3 Facilities or the Premises by User is prevented in whole or in material part by an event of Force Majeure, RS3 may terminate this Agreement upon written notice. User agrees that its exclusive remedy in the event of a termination under this Section shall be a refund of the unearned portion of the fees and charges paid by User hereunder prior to the termination. Except for such refund, RS3 shall not be liable or responsible to User for any damages caused by such termination, and User hereby releases and waives all claims against RS3, the City, Round Rock Baseball Club LP, Ryan Sanders Baseball LP and their officials, officers, employees and agents, for any cost, loss, expense, liability, or damages sustained by reason of such termination. e. Right to Eject. The City and/or RS3 may eject or cause to be ejected from the Premises any person engaging in or conducting him/herself in a manner that is unlawful, disruptive, abusive or offensive to other patrons at or in the Premises. Neither the City, RS3, Round Rock Baseball Club LP, nor Ryan Sanders Baseball LP nor any of its officers, agents or employees shall be liable to User for any damages that may be sustained by User or the ejected person through the City or RS3's exercise of such right. f. Lost Articles. The User is responsible for the collection and custody of articles left in the buildings or parking lots of RS3 facilities by persons attending the User's event held in the Licensed Premises. Following the User's event, the User may turn unclaimed articles in to RS3. g. Control of Building. RS3 Facilities and Premises, including keys thereto, shall be at all times under control of RS3. RS3 and other duly authorized representatives of the City and Round Rock Baseball Club LP may enter the Premises at all times during the Event Period. The entrances and exits of the Premises shall be locked and unlocked at such times as may be reasonably required by User for its use of RS3 Facilities. User at User's expense shall provide security guards arranged through RS3 in numbers and at locations as determined by RS3, whose duties shall include, but not be limited to, crowd control and building security. h. Scheduling. RS3 may schedule other events before, during and after the Event Period for all areas of RS3 Facilities not previously contracted by User without notice to User. i. Copyright Infringement Indemnification. User warrants and represents that no music, literary or artistic work or other property protected by copyright will be performed, reproduced or used during the Event unless User has previously thereto obtained written permission from the copyright holder(s) or has otherwise demonstrated in writing to the satisfaction of RS3 the right to use such property. User acknowledges that it acts under this Agreement as an independent contractor charged with the responsibility, in its sole discretion, for selection, performance, reproduction, and use of such musical, literary and artistic works as User deems appropriate and that User shall strictly comply with all laws respecting copyrights and the performance, reproduction and use of musical, literary and artistic works. User warrants that in the performance of the Event, User will not infringe any statutory common law or other right of any person in performing, reproducing or otherwise making use of any work or material. USER SHALL INDEMNIFY, SAVE AND HOLD HARMLESS THE CIN, ROUND ROCK BASEBALL CLUB LP, RYAN SANDERS BASEBALL LP, ITS OFFICIALS, AGENTS, EMPLOYEES AND SERVANTS FROM AND AGAINST ALL CLAIMS, COSTS AND EXPENSES (INCLUDING COURT COSTS AND LEGAL FEES), DEMANDS, ACTIONS AND LIABILITY OF EVERY KIND AND CHARACTER WHATSOEVER WITH RESPECT TO INFRINGEMENT OF COPYRIGHTS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS, AND THE PERFORMANCE, REPRODUCTION AND USE OF MUSICAL, LITERARY AND ARTISTIC WORKS. User Page 7 of 11 authorizes the withholding of payment by RS3 to User under this Agreement pending the final disposition of any claim which may result from the foregoing indemnification. In the event money held by RS3 is due User after resolution of any claim, RS3 shall refund the balance to the User. j. Matters Not Covered. Any decision concerning a matter not specifically covered by this Agreement, on subject matters reasonably inferable from the terms of this Agreement, shall rest solely within the reasonable discretion of the RS3, acting by and on behalf of RS3 and the City. k. Entireties. Should any clause, paragraph, sentence or section of this Agreement be determined to be void, illegal or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of the Agreement shall not be rendered void and unenforceable as a result but rather shall remain in full force and effect. I. Venue. This Agreement is performable in Williamson County, Texas and venue for any litigation arising hereunder is in the appropriate courts of Williamson County, Texas. m. No Assignment. User may not assign this Agreement or any of its rights, obligations and duties hereunder without first receiving the express written consent of RS3. n. Non Waiver. RS3's acceptance of fees or charges, or failure to complain of any action, non -action or default of User, whether singular or repetitive, shall not constitute a waiver of any of RS3's rights. If User's payment of any sums due RS3 is accompanied by written conditions or is represented by User to be a settlement or satisfaction of any obligation, RS3 may accept and deposit such monies without being bound by such conditions or representations unless RS3 expressly agrees in a separate written instrument supported by independent consideration. RS3's waiver of any right, or any default of User's shall not constitute a waiver of any other right or constitute a waiver of any other default or any subsequent default. No act or omission by RS3's agents shall be deemed an acceptance or surrender of the Premises. RS3's agents and representatives do not have authority to make any changes in this Agreement, make any agreements with User, or accept surrender of this Agreement unless same are in writing and signed by an authorized agent of RS3. o. Attorney's Fees. If RS3 is required to file suit to collect any amount owed it under this Agreement for User's use of the Premises, R53 shall be entitled to collect reasonable attorney's fees, court costs and other expenses of litigation if it prevails in such suit. p. Entire Agreement. This Agreement constitutes the entire Agreement between the parties, and supersedes any and all previous oral or written Agreements or representations between the parties. User agrees that RS3 and its agents have made no representations or promises with respect to this Agreement, except as expressly set forth herein, and that no claim or liability or cause for termination may be asserted by User against RS3, and RS3 shall not be liable by reason of the breach of any alleged representation or promise not expressly stated in this Agreement. This Agreement may only be amended in writing signed by both parties. RS3 and User are the only parties to this Agreement and as such are the only parties to enforce its terms. Nothing in this Agreement gives or shall be construed to give or provide, any benefit, direct or indirect, to any third parry unless a third party is expressly described as an intended beneficiary of its terms. q. Warranty of Authority. User warrants and represents that the person signing this Agreement on its behalf has been duly authorized and empowered to do so, that it has taken all action necessary to approve this Agreement, and that this Agreement is a lawful and binding obligation of User. r. Liability of RS3 Agents and Employees. No member, officer, agent, RS3 or employee of RS3 may be charged personally or held contractually liable by or to the User under any term or provision of this Agreement, or because of any breach thereof or because of its or their execution or attempted execution. was a of u s. Americans with Disabilities Act. As of the issuance date of this Agreement, RS3 is in compliance with the applicable state accessibility standards for compliance with articles 9102, Texas Civil statutes and agrees to comply with all applicable regulations imposed upon R under the Americans with Disabilities Act (ADA), and all rules and regulations thereunder, provided, however, User shall provide or pay for the provision of all auxiliary aids and services, as those terms are defined by regulation, which may be required solely to allow a disabled individual to participate in the program, course or conference being offered by User. t. Rules and Regulations. RSTs General Rules and Regulations, including but not limited to the Dell Diamond Operational Policy, Insurance Requirements, Equipment and Services Rate Information, Sample Food and/or Beverage Distribution Authorization Form and Catering Guidelines are hereby incorporated into this Agreement by reference. User acknowledges receipt of the foregoing rules and regulations. RS3 reserves the right to change such rules and regulations in writing from time to time, and shall provide User with such changed rules and regulations and price lists, which shall be binding to User upon receipt. WHEREFORE, this Agreement is executed to be effective on the date of the last parry to sign. FOR RYAN SANDERS SPORTS SERVICES LLC DATED Authorized Representative FOR "USER", By C=w (J'c Company / Organization r 't._ M QC,P n Tit fI "A ,�./L._ DATED Designated Repres ntativeO Page 9 d 11 EXHIBIT A DESCRIPTION AND GENERAL TERMS OF AUTHORIZED AREA The R53 does hereby grant, subject to the terms and provisions hereof, to USER permission to use the following specified area(s), ingress and egress thereto via corridors and public areas devoted to ingress and egress, UHC (the "Authorized Area"), for the following use and no other purpose (the "Permitted Use"): Round Rock Fire Department Banquet Group Name: City of Round Rock - RRFD Primary Contact Name: Ricky Virgne Primary Address: 2701 N. Mays Street Primary Contact Phone: 512-217-7593 Round Rock, TX 78665 Email: rvirgnet@roundrocktexas.gov Number of License Date Hours Function Setup Location People Fee 2/7 FACILITY SERVICES: Round Rock Room $ 900.00 _ Texas Room $ 900.00 _ Brushy Creek Room $ 900.00 _ X United Heritage Conference Center in its entirety $ No Charge Parking lot use $ 2000.00 _ Intel Club $ 1500.00 _ Picnic Area $ 1250.00 _ Field Use $ 2000.00 _ LED Video Board (first two hours) $ 800.00 _ LED Video Board (each additional hour) $ 100.00 _ Use of Stadium Sound System (first two hours) $ 250.00 _ Use of Stadium Sound System (each additional hour) $ 50.00 _ Use of Field Microphone $ 50.00 _ Use of Stadium Lights (first two hours) $ 500.00 _ Use of Stadium Lights (each additional hour) $ 100.00 _ Scrolling Marquee (per week) $ 50.00 _ X Cleaning Fee $ 125.00 X Event Personnel (outside of normal business hours) $ 125.00 EQUIPMENT: Staging (6 x 8 ft. units, six max, price per unit) $ 50.00 Dance Floor (4 x 4 sections, 24 x 24 max, price per square foot) $ 1.50/sq. ft. _ Podium and Microphone $ 50.00 _ X LCD Projector $ NC X Screen (9' x 12') $ NC Flipchart & Markers $ 25.00 _ Portable Sound System $ 75.00 V'Ia M11 Facility Services/Equipment Total: $250.00 TOTAL CHARGES: Deposit $ Estimated Services/Equipment $ 250.00 TOTAL: NOTE: THIS IS STRICTLY AN ESTIMATE. AMOUNTS PAID IN ADVANCE WILL BE SUBTRACTED FROM ACTUALS. INVOICE OR REFUND WILL BE SUBMITTED WITH EVENT RECONCILIATION. *NOTE: ADDITIONAL SERVICES ARE AVAILABLE UPON REQUEST. Any changes to this list will beat USER'S expense. Items listed as included are based upon set-ups and attendances as outlined in Section 1— Facilities Use. Equipment needs that increase or exceed what is presently outlined shall be billed at the rates shown above. I have read the above Description and General Terms and hereby agree to the charges associated with the use and service provided by RS3. I understand that changes to these descriptions and terms may result in final pricing being different, more or less. By' Authorized Represent tai of User t 1 LOkk � t'-QAUu QI TJ(a JVD M 41) DATED/ 30-1S Name and Title of Authorized epresentatt Page 11 of 11