Rental Suite Terms and Conditions

Capitalized terms herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Main Agreement or in the Rules and Regulations.

A. Included and Excluded Dates. The Suiteholder shall have the license to use the Suite on the date in the Main Agreement from a time no less than two (2) hour prior to the scheduled start of the event until the conclusion of the event.

B. Included Services. Except as otherwise provided herein, ABLP shall provide the following services to the Suiteholder and such services shall be included in the Fee: (1) housekeeping services after the conclusion of each Event in accordance with the provisions of the Rules and Regulations; (2) non-exclusive hostess and waiter/waitress services; (3) all utility services to the Suite, including water, heat, air conditioning and electricity (but excluding gas) and telephone installation (but excluding telephone/telecopier use charges); (4) ordinary and necessary maintenance and repair work required in the Suite as a result of ordinary wear and tear excluding maintenance and/or repair work resulting from damage caused (as determined by ABLP in good faith) by Suiteholder or Suiteholder’s guests, invitees, agents, employees or any other person admitted by Suiteholder; and (6) access to and egress from the Suite and the common areas of the Stadium in connection with Events.

C. Furnishings/Fixtures. ABLP shall furnish the Suite with the following: refrigerator, ice maker, wet bar and sink, closed circuit television, arm chairs, sofa, end tables, coffee table, telephone, finished painted and/or wallpapered walls and carpeting and flooring (collectively, the “Fixtures”). Such Fixtures (and any additions or improvements thereto) shall remain the sole property of ABLP. Suiteholder shall not make any additions or alterations to the interior or exterior of the Suite or to the Fixtures. Suiteholder shall be solely responsible for the cost of repairs or replacements of any damage or theft to the suite, or the furnishings or fixtures contained therein.

D. Security Deposit. At the sole discretion of ABLP, Suiteholder may be required to post a security deposit (the “Security Deposit”) in amount determined by ABLP in their sole discretion. This shall be held by ABLP through the Term of this Agreement as security for the performance of all of Suiteholder’s obligations hereunder and, accordingly, ABLP may apply all or a portion of the Security Deposit against any amounts which become past due and owing from Suiteholder to ABLP under any of the terms hereof, including, without limitation, unpaid charges related to food and beverages, unpaid charges for merchandise, or damage or theft to the suite, furniture, or fixtures therein. Any interest or return accruing on or with respect to the Security Deposit shall belong solely to ABLP. The Security Deposit shall be returned to Suiteholder, less amounts remaining due to ABLP, within thirty (30) days of the expiration or sooner termination of this Agreement. ABLP may allow the Suiteholder to provide a credit card in lieu of a Security Deposit. In such case, by providing such a credit card Suiteholder authorizes ABLP to charge the card for any amounts described in this Paragraph, and agrees to pay such charges in accordance with the cardholder agreement.

E. Right of Entry. Without limiting ABLP’s rights under Paragraph N.3 below or otherwise under this Agreement, ABLP and its respective employees and agents shall have the right to enter the Suite for normal operations such as cleaning and maintenance and for the purposes set forth in the Rules and Regulations. Suiteholder shall not attempt to restrict ABLP’s access to the Suite in any way. ABLP shall not be liable for any loss or damage to the property of Suiteholder or of Suiteholder’s invitees.

J. Force Majeure/Casualty Loss.

ABLP shall not be responsible to Suiteholder, nor shall ABLP be obligated to refund the Fee or any part thereof, for the cancellation or non-performance of any Event scheduled at the Stadium or for the inability of Suiteholder to use the Suite due to any cause or circumstance beyond the control of ABLP, whether caused by reason of strike (including a Major League Baseball Players Association strike), lockout (including a Major League Baseball lockout) ( a “MLB Labor Dispute”), civil violence, inability to procure material, failure of electricity or other utilities, restrictive governmental laws or regulations promulgated subsequent to the date of this Agreement, riots, insurrection, wars, inclement weather, acts of god or otherwise.

K. COMMUNICABLE DISEASES:

This section is an acknowledgement and express assumption of risk and release of liability in any way related to or arising from being exposed to or contracting any other communicable and/or infectious diseases, viruses, bacteria or illnesses or the causes thereof (collectively, “Communicable Disease”) in and around any part of the Ballpark, surrounding grounds, or parking areas, to which Suiteholder or any of Suiteholder’s guest visit or access. More details regarding Angels Baseball LP’s Communicable Diseases Policy can be found at www.angels.com/ticketback.

i. Suiteholder agrees on behalf of them self and each Bearer, both now and in the future, that (i) each of them understand and expressly assume the risk that any of them may be exposed to any communicable and/or infectious diseases, viruses, bacteria or illnesses or the causes thereof (collectively, “Communicable Disease”); (ii) each of them expressly understand that these risks include contracting a Communicable Disease and the associated dangers, medical complications and physical and mental injuries, both foreseen and unforeseen, that may result from contracting a Communicable Disease; (iii) each of them acknowledge and understand that any interaction with the general public poses an elevated, inherent risk of being exposed to and contracting Communicable Diseases, including, but not limited to, COVID-19, that it cannot be guaranteed that any of them will not be exposed, and that as such, potential exposure to or contraction of Communicable Diseases are risks inherent in each of their decision to use the Ticket that cannot be eliminated; (iv) each of them acknowledge and understand that, if infected with Communicable Diseases, they may infect others they subsequently come in contact with, even if they are not experiencing or displaying any symptoms of illness, and that the risk of spreading Communicable Disease to others remains at all times.

ii. Suiteholder consents on behalf of them self and each Bearer to health screenings and other precautions related to Communicable Disease prevention that may be required as a condition for use of this ticket, including all precautions required by the league and the Club while at the Ballpark or surrounding grounds or parking areas, such as, but not limited to, distancing requirements and the wearing of masks in designated areas.

iii. Suiteholder agrees that the specific seat locations licensed to the Account may need to be relocated, or may be totally unavailable, as a result of Federal, State, County, or local requirements relating to Communicable Diseases (such as social distancing requirements or suite or Stadium capacity limitations). Should the specific seat location(s) licensed to the Account be unavailable, Suiteholder will be provided options, in the sole discretion of ABLP, such as relocation, fulfillment deferral or other options offered by Angels.

L. Termination.

1. Without prejudice to any other right or remedy available to ABLP at law or in equity and in addition to ABLP’s rights under Paragraph K.2 below, ABLP may terminate this Agreement if: (i) Suiteholder shall fail to perform any term or condition of this Agreement; (ii) any purported assignment or transfer of Suiteholder's rights or obligations hereunder shall be made or deemed to be made that is in violation of this Agreement; (iii) Suiteholder has an order or relief entered with respect to it, commences a voluntary case or has an involuntary case filed against it under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect (and such order or case is not stayed, withdrawn or settled within 60 days thereafter) (it is the intent of the parties hereto that the provisions of Section 365(e)(2)(A) of Title 11 of the United States Code, as amended, or any successor statute thereto, be applicable to this Agreement); (iv) Suiteholder files for reorganization, becomes insolvent or has a receiver or other officer having similar powers over it appointed for its affairs in any court of competent jurisdiction, whether or not with its consent (unless dismissed, bonded or discharged within 60 days thereafter); or (v) Suiteholder admits in writing its inability to pay its debts as such debts become due. Suiteholder acknowledges that its “cure” of any breach hereof as contemplated herein shall entail the elimination and/or non-repetition throughout the remainder of the Term of the action or inaction constituting such breach, it being expressly understood by Suiteholder that if the action or inaction, or any other action or inaction constituting a breach of this Agreement (including without limitation a breach of the Rules and Regulations), shall be repeated or occur at any time following the conclusion of such ten (10) day cure period, ABLP shall have the right to terminate this Agreement immediately thereafter, without providing Suiteholder any further notice or period in which to remedy such breach. In the event of any termination of this Agreement as set forth in this Paragraph K.1, ABLP shall have the right, in addition to any other rights or remedies provided herein or by law or equity to apply the Security Deposit against any outstanding obligations of Suiteholder, including without limitation payments for food, liquor, other beverages or services purchased or used in the Suite, the Knothole Club and/or any other club to which Suiteholder may be admitted hereto. A failure by ABLP to exercise its right to terminate pursuant to the provisions hereof shall not be deemed a waiver of its rights hereunder.
2. Notwithstanding anything to the contrary in Paragraph K.1 above, Suiteholder expressly acknowledges and agrees that if, at any time during the Term, ABLP determines, in its sole discretion, that the Suite will no longer be made available for use by Suiteholder or any third party (excluding affiliates of ABLP), then ABLP shall have the right, upon at least thirty (30) days prior written notice, to terminate this Agreement effective on the date which ABLP sets forth in such notice, and all rights of Suiteholder hereunder shall terminate upon the date of such termination, without any liability or further obligation of any kind hereunder to Suiteholder; provided, that in such event ABLP shall refund to Suiteholder a pro rata portion, as determined by ABLP in its reasonable business judgment, of any prepaid Fee to reflect the loss of use of the Suite for the remaining portion of the then current License Year, after deducting any sums which may be owed by Suiteholder hereunder. Should this Agreement be terminated pursuant to this Paragraph K.2, ABLP agrees that if the Suite at any time thereafter again becomes available for license by a member of the general public, ABLP will offer Suiteholder the first opportunity to license the use of the Suite (on terms and conditions determined by ABLP in its sole discretion). Suiteholder shall have ten (10) days from the date of ABLP’s notification to Suiteholder of the availability of the Suite for license (pursuant to the immediately preceding sentence) to notify ABLP in writing of its acceptance of all of the terms and conditions for the license of the Suite (and Suiteholder shall promptly thereafter execute ABLP’s license agreement for the Suite). If Suiteholder does not timely provide such notice as set forth in the immediately preceding sentence, then ABLP shall have the right to offer the Suite for license to any third party without further obligation to Suiteholder.

M. Indemnification. Suiteholder shall indemnify and hold ABLP, Moreno Baseball, L.P., Moreno Family Baseball, L.P., the City of Anaheim, Anaheim Redevelopment Agency, Anaheim Public Improvement Corporation and each of their respective parent and affiliated companies and their respective directors, officers, partners, agents, employees, and servants (collectively, the “Indemnities”) harmless from and indemnify same against any and all claims, suits, causes of action, damages, losses, liabilities, costs and expenses (including without limitation, reasonable attorneys’ fees and court costs) of any kind whatsoever (collectively, “Claims”) arising out of or in connection with the Suiteholder’s or its agents’, employees’, guests’, or any assigns’ or transferees’ of Suiteholder not permitted pursuant to this Agreement, (i) use of the Suite, (ii) breach of this Agreement, or (iii) act or omission, neglect or wrongdoing, and Suiteholder shall, at its sole cost and expense, defend (with counsel acceptable to the Indemnitees) the Indemnitees against any and all such Claims. Suiteholder acknowledges that its obligations under this Paragraph L shall survive the termination of this Agreement.

N. Prohibition on Resale or Assignment by Suiteholder. Suiteholder is prohibited from selling, directly, indirectly (or through third parties such as ticket brokers) Suite Passes, tickets or licenses provided to Suiteholder hereunder (and such sale, regardless of the consideration paid, shall constitute a material breach of this Agreement by Suiteholder and obligate the Suiteholder to indemnify ABLP for any Claims arising from the purported sale or assignment). Suiteholder shall neither voluntarily nor involuntarily sell, assign, hypothecate or in any manner transfer, sublicense or share any of its rights or interest arising under this Agreement without the prior written consent of ABLP, and any sale, assignment, transfer or other proscribed transaction conducted without the consent of ABLP shall be deemed void ad initio. Suiteholder is prohibited from advertising an offer to transfer or sublicense the Suite without the prior written consent of ABLP. ABLP shall be entitled to pledge or assign any or all of its rights under this Agreement including any revenues or other benefits receivable by ABLP hereunder, or pursuant to any related agreement, to any person without the consent of Suiteholder.

O. General.

1. This Agreement shall be subordinate to any deed of trust or mortgage now or hereinafter encumbering the Stadium, or any part or parts thereof, and to any and all advances to be made thereunder, interest thereon, and all renewals, replacements and extensions thereof. In the event that proceedings are brought for the foreclosure of, or in the event of the exercise of the power of sale under any deed of trust or mortgage made by ABLP or its affiliates or the City of Anaheim with respect to the lands upon which the Stadium is constructed, or any part or parts thereof, Suiteholder shall upon request of a lender or subsequent purchaser attorn to the lenders and to any subsequent purchaser upon any such foreclosure or sale, provided, that such lender or subsequent purchaser agrees to be bound by the terms of this Agreement without any amendment hereto.
2. Suiteholder shall not record this Agreement or any memorandum thereof against the property comprising the Stadium.
3. ABLP or its designated agent, their employees or agents, and any successor thereto shall have the right to ensure compliance with the Alcoholic Beverage Control Act (California Bus. & Prof. Code Sections 23000 et seq.) and the regulations thereto (the “Act) by Suiteholder, including, without limiting the generality of the foregoing, the right to enter the Suite at any and all time to investigate any violation of and to enforce the provisions of the Act.
4. This Agreement has been executed in and shall be governed by and construed in accordance with the laws of the State of applicable therein.
5. This Agreement (which includes the Main Agreement, the Standard Terms and Conditions and the Rules and Regulations) contain all of the agreements of the parties hereto with respect to the subject matter hereof and no amendment or modification to this Agreement, including verbal agreements with employees, officers or partners of ABLP shall be effective unless the same shall be in writing and executed by the parties hereto. Suiteholder acknowledges that no promises, representations or warranties not contained in this Agreement have been made to or for the benefit of Suiteholder with respect to this Agreement, the Suite or the License.
6. Suiteholder shall comply with all applicable city, state or federal statutes, rules and regulations with respect to use of the Suite and activities conducted in the Stadium.
7. This Agreement is not a lease or other interest in real property and the relationship between ABLP and Suiteholder is that of licensor and licensee.
8. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective personal representatives, executors, administrators, successors and assigns.
9. Interest shall accrue on any sums owed by Suiteholder hereunder which are not paid by the due date at a rate equal to the lesser of (a) one and one-half percent (1-1/2%) per month or (b) the maximum rate of interest permitted by applicable law.

10. In the event that Suiteholder is two or more persons or entities, then: (i) all references in this Agreement to “Suiteholder” shall refer jointly and severally to each person or entity constituting “Suiteholder”; (ii) each individual and/or entity (as applicable) constituting Suiteholder shall be jointly and severally liable for all Fees, payments, obligations, debts, representations, warranties and covenants of Suiteholder; and (iii) ABLP shall have no liability or responsibility for any disputes disagreements between or among the individuals or entities comprising Suiteholder.

11. Suiteholder represents and warrants that: (i) it has the right, power and authority to enter into this Agreement and to bind itself to all of the terms and conditions of this Agreement; (ii) no rights of any third party shall be impaired by Suiteholder’s execution of this Agreement; and (iii) the individual(s) executing this Agreement on behalf of Suiteholder have the right, power and authority to execute this Agreement on behalf of Suiteholder and to bind Suiteholder to the terms and conditions herein.

12. Suiteholder shall execute such other and further documents as may be reasonably required by ABLP to effectuate the purposes of this Agreement.

Capitalized terms herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Main Agreement or in the Standard Terms and Conditions.

1. Suiteholder shall neither sell in the Suite nor bring to the Stadium for consumption any food, liquor or beverages. Any alcoholic beverages or food consumed shall be purchased exclusively from ABLP or a concessionaire designated by ABLP. The holder of the liquor licenses for the Stadium shall have the authority to do whatever is necessary to ensure compliance with the Act and its regulations. Except for Events as may be designated by ABLP, ABLP or a concessionaire designated by ABLP shall make available to Suiteholder for purchase hors d’oeuvres, snacks and food and beverages, the menu for which shall be determined from time to time by ABLP and or its designated agent.
2. Smoking in all areas throughout the Stadium (including the Suite), except as specifically indicated otherwise, is strictly prohibited.
3. Suiteholder and Suiteholder’s guests shall at all times conduct themselves in a manner which is consistent with the character of the Stadium as a first class sporting and entertainment facility and shall maintain proper decorum while using the Suite so as to not interfere with ABLP’s business or operations, the Events and their participants, or the enjoyment of the Events by all other persons or other licensees of Luxury Suites in the Stadium.
4. Suiteholder and the guests of Suiteholder shall not attach, hang or display any signs, banners, advertisements or notices in or around the Suite or in the Stadium in which the Suite is located without the prior written consent of ABLP.
5. Use of movie cameras or video tape or audio recording equipment by Suiteholder or Suiteholder’s guests is strictly prohibited. ABLP and its employees and agents reserve the right to confiscate tape or film.
6. Suiteholder and Suiteholder’s guests shall, while in the Suite or within the Stadium or on its grounds, comply with all state and local laws, rules and regulations governing the sale, possession and consumption of alcoholic beverages. Suiteholder, whether present or not within the Suite, the Stadium or on its grounds, shall be responsible for controlling Suiteholder’s guests in this regard. The consumption of alcohol in the Suite may be as ABLP may determine in its sole discretion.
7. Suiteholder shall return the Suite to ABLP, clean and without damage, reasonable wear and tear excepted.
8. Suiteholder may not offer use of the Suite in connection with a public promotional plan without the prior written consent of ABLP.
9. ABLP may from time to time adopt appropriate systems and procedures for the security or safety of the Stadium, any persons occupying, using or entering the Stadium, or any equipment, furnishings or contents thereof, and Suiteholder shall comply with ABLP’s requirements relating thereto.
10. ABLP and its employees, officers, contractors 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 ABLP hereunder and for any and all purposes related thereto; (b) to investigate any violation of the provisions of this agreement, the Rules or any applicable governmental laws or regulations; (c) generally, to inspect the Suite and its condition. ABLP shall have the right of access to the Suite at such times and to such extent as it shall elect in its sole discretion; provided, that such use does not interfere with Suiteholder’s rights hereunder.
11. Suiteholder shall ensure that furniture and equipment being moved into or out of the Suite pursuant to ABLP’s prior written approval is moved through such entrances, elevators and corridors and at such times as may from time to time be designated by ABLP and Suiteholder shall promptly pay or cause to be paid to ABLP the cost of repairing any damage in the Stadium caused thereby.
12. Suiteholder shall place all refuse and garbage in proper receptacles provided by ABLP in the Suite and Suiteholder shall keep all corridors, stairwells, ducts and shafts in and around the Suite free of all garbage and refuse.
13. Housekeeping services shall be provided by ABLP; provided, that such housekeeping services shall not include the steam cleaning of the carpets in the Suites.
14. The maximum capacity of each Suite shall not exceed the capacity set forth in the Main Agreement but in any event shall not exceed the capacity based on fire code and other applicable by-laws and governmental regulations.
15. Access to and from the Stadium and the Suite shall be provided for a period of one and one-half hours (1-1/2) before and one-half hour (1/2) after each Event, subject to ABLP’s right to extend and or further limit such access upon notice to Suiteholder. The Suite shall not be used for overnight accommodation or residential purposes.
16. Suiteholder shall give prompt notice to ABLP of any accident or any defect in the Suite or services provided to Suiteholder.
17. No flammable, dangerous or explosive materials or firearms shall be kept in the Suite. All glass containers shall remain in the Suite area and shall not be taken outside of the Suite or into the seating area of the Suite.
18. ABLP shall have the right to make such other and further reasonable rules and regulations and may alter, amend or cancel any and all rules and regulations as in its reasonable judgment may from time to time be needed for the safety, care and cleanliness of the Stadium and for the preservation of good order therein and the same shall be kept and observed by Suiteholder, its guests and invitees and may do so without the prior consent of Suiteholder as long as the changes do not materially affect the use and operation of the Suite by Suiteholder as provided in this Agreement. ABLP is not liable to Suiteholder for breaches of these Rules (or any other rules, regulations, ordinances or laws) by other Suiteholders or licensees of luxury suites or seats at the Stadium.