STADIUM LICENSE AGREEMENT
OAKLAND-ALAMEDA COUNTY COLISEUM AUTHORITY
ATHLETICS INVESTMENT GROUP LLC
EXECUTION COPY TO ZENNIE ABRAHAM
(1une 27, 2014)
TABLE OF CONTENTS
RELEASE OF ALL CLAIMS
2.1. Licensor. .
2.2. Licensee. .
2.3. Previous License.
CONDITION OF AREAS OF COMPLEX LICENSED FOR USE:
REPRESENTATIONS AND WARRANTIES
3.1. Licensor Representations and Warranties..
3.2. Licensor Indemnification..
Grant of Rights.
$ome Games. .
Excusive for Professiona (ase)a..
"ature of Interest Granted to Licensee..
4.+.2. ,perations and -ontracts..
License to ,perate.
'.*.1 Parties to -ooperate on /ecurit0 2atters..
'.*.2 Licensor Provision of &dditiona /ecurit0..
'.*.3 Enhanced Lighting..
Licensor 2aintenance and Repairs
/tadium 2aintenance 1und.
/tadium 2aintenance 1und "ot a Limitation or -ap.
'.+.3.1 2aintenance and Repair.
'.+.3.2 &3& -ompiance.
'.+.3.3 1ied 4urf.
'.+.3.4 !se ,f 4hird#Part0 -onsutant for Informa Resoution
'.+.3.' Expedited Process for (inding Resoution of 2aintenance
and Repair 3isputes.
Licensee Right to 2aintain or Repair.
Genera -ondition of /tadium.
&teration of the /tadium..
"otice of 3ates..
Excusive Right to /tadium !se..
PARKING AND ACCESS AREA
2aintenance8 Repairs and -eaning..
!nauthori9ed 2erchandise /aes..
3ua Event Par%ing..
TERM AND TERMINATION
Ear0 4ermination Rights..
Prohi)ition on 3eductions..
RADIO AND TELEVISION
,nine and ,ther 1orms of 2edia..
Rights of ,thers..
"o Licensor Rights..
&ttraction Pane and 1ree:a0 2ar.uee.
/tadium 3ispa0 E.uipment.
Rights and Revenues.
Licensor Retained Rights..
Licensor;s !se of /core)oard -aps
188.8.131.52 Remova or /u)stitution of /core)oard -aps..
11.3.4. 4erms8 -onditions and Restrictions..
,peration and 2aintenance of E.uipment and 3ispa0s.
Licensor Events<<<<<<<<<<<<<<<<<<<<<..... 23
11.'.Instaation and &teration of "e: E.uipment and 3ispa0s.
4erm of &dvertising &greements.
-ontent of &dvertising.
1ood and (everage.
,a%and &;s ,:ners; /uite..
/pecia !se /tadium (oxes..
Licensee;s /u)icense of /tadium (oxes..
!se of /tadium>-ompex "ames and Images.
,n0 !pon -onsent..
DAMAGE AND DESTRUCTION
2a?or 3amage @ Repaira)e..
2a?or 3amage @ "ot Repaira)e..
Less 4han 2a?or 3amage..
Propert0 ,:ned )0 Licensee..
&utomo)ie Lia)iit0 Insurance.A
!m)rea Lia)iit0 Insurance.A
B& Ris%C Insurance.
2utua Reease and Waiver of /u)rogation..
-ertificate of Insurance..
Indemnification )0 Licensee..
Indemnification )0 Licensor..
,)igation Reduced (0 ,ther Recover0..
TAXES, ASSESSMENTS AND OTHER IMPOSITIONS
4axes and &ssessments..
Propert0 4axes and &ssessments..
Licensee;s Responsi)iit0 to Pa0 & 4axes
INSOLVENCY OR BANKRUPTCY
&cts -onstituting 3efaut.
-ure Period for 2onetar0 3efauts.
-ure Period for ,ther -ura)e 3efauts. .
3efauts "ot -apa)e of -ure..
Right to In?unctive and ,ther E.uita)e Reief.
Right to 4erminate !pon "otice.
Right to Enter and Remove..
Licensor;s Right to -ure 3efaut..
PARTIES AS INDEPENDENT CONTRACTORS
WAIVER OF PERSONAL LIABILITY
Right to !se. .
TIME AND NOTICE
BINDING AND INUREMENT EFFECT
RIGHT OF ENTRY
COMPLIANCE WITH LAWS
&ttorne0s; 1ees and -osts.
MLB RULES AND REGULATIONS
47.1. Priorit0 of 2L( Rues.
2L( Entities>Licensor Rights..
"o 4ermination 3uring (ase)a /eason..
&mendments to -onform to 2L( Rues..
&thetic 1aciities Warning.A
Licensee;s ,ffice /pace..
Execution in -ounterparts..
"o 4hird Part0 (eneficiar0..
CONTINUED STADIUM DISCUSSIONS
44.17.B3ua Event 3a0C .
44.11. B$ome GameC
B$ome 4eevision 4erritor0C.
44.13. BInterior 1acingC.
44.1'. BLicensee EventC.
43.1*. BLicensor EventC
44.1+. B2aintainC and B2aintenanceC.
44.15. B2a?or League (ase)aC or B2L(C.
44.16. B2a?or League (ase)a -u)C or B2a?or League -u)C.
44.27. B2a?or League -onstitutionC.
44.21. B2L( &genc0 &greementC
44.22. B2L( &pprovaC.
44.23. B2L( Entit0C
44.24. B2L( Governing 3ocumentsC.
44.2'. B2L( Rues and ReguationsC
44.2*. B,a%and &;s -ommunit0 1undC
44.2+. B,perating 4erritor0C
44.25. B,ther EventC.
44.26. BPar%ing &reaC.
44.31. BPropert0 3amagesC
44.32. BRaiders -onstruction PanC.
44.33. BReguar /easonC.
44.3'. B/core)oard -apsC.
44.3*. B/ignature 3ateC
44.35. B/tadium 2aintenance 1undC.
4his /tadium License &greement EBLicenseCF8 effective as of the /ignature 3ate8 as defined
herein8 is entered into )et:een ,a%and#&ameda -ount0 -oiseum &uthorit0 EBLicensorC or
B&uthorit0CF and &thetics Investment Group LL- d>)>a the ,a%and &thetics EBLicenseeCF
Etogether :ith Licensor the BParties8C each respective0 a BPart0CF. & exhi)its hereto are fu0
incorporated herein )0 this reference.
GENERAL MUTUAL RELEASE OF ALL CLAIMS
4he Parties ac%no:edge that8 separate and apart from the License8 )ut as a condition of
entering into the License8 the0 are entering into a Genera 2utua Reease and Waiver8
dated as of or a)out the same date as the /ignature 3ate8 :ith respect to certain disputes as
more particuar0 descri)ed therein
. Licensor has the right to operate and manage the ,a%and#&ameda -ount0 -oiseum
-ompex ocated on rea propert0 ad?oining the "imit9 1ree:a08 $egen)erger Road and **
&venue8 :hich has )een improved :ith an arena Ethe B&renaCF8 stadium Ethe B/tadiumCF8
par%ing area Ethe BPar%ing &reaCF and reated road:a0s and other faciities identified on
EB-ompexCF. Licensor has the right to grant a rights to Licensee granted in this License8
su)?ect to the ac%no:edgement and approva of this License )0 the -it0 of ,a%and EB-it0CF
and the -ount0 of &ameda EB-ount0CF8 as o:ners of the fee interests in the rea propert0
comprising the -ompex.
. Licensee o:ns and operates the 2a?or League (ase)a -u) current0 %no:n as the
,a%and &thetics EB4eamCF.
. 4he Parties ac%no:edge and agree that this License repaces and supersedes for a
purposes the Parties; &mended and Restated /tadium License &greement dated ,cto)er 318
166'8 as thereafter amended )0 the 1irst through Eighth &mendments thereto Ecoective08 the
B166' License &greementCF.
CONDITION OF AREAS OF COMPLEX LICENSED FOR USE:
REPRESENTATIONS AND WARRANTIES
Licensor Representations and Warranties
. Licensor understands that it is paramount that the &reas Licensed )e e.uipped to hande
a cro:ds in a safe manner throughout the 4erm. Except for conditions or deficiencies %no:n
on0 to Licensee and not reported to Licensor8 and except for the condition of an0 s0stems8
improvements8 fixtures or e.uipment instaed )0 or contracted to )e instaed )0 Licensee and
that Licensee is re.uired hereunder to 2aintain and Repair8 Licensor represents and :arrants to
Licensee that Licensor has performed a :or% that is reasona)0 necessar0 to confirm thatA EiF
the &reas Licensed8 and a parts thereof8 are e.uipped to host in a safe manner the si9e and
nature of the cro:ds and events expected )0 the Parties during 2714G and EiiF it is reasona)e to
expect that through the Parties; reasona)e diigence and performance of the 2aintenance and
Repairs to :hich this License o)igates them8 the &reas Licensed :i continue for the remainder
of the 4erm to )e e.uipped to host a cro:ds safe0 and to accommodate a events that are
expected throughout the 4erm. Licensor further represents and :arrants to Licensee that
Licensor sha notif0 Licensee immediate0 if Licensor8 at an0 point during the 4erm8 discovers
or reasona)0 suspects that the &reas Licensed are not e.uipped to safe0 host such expected
cro:ds and events. &)sent such notification to Licensee8 Licensor;s representations and
:arranties contained in su)paragraph EiF a)ove sha reaffirm as of Danuar0 18 271' for the 271'
caendar 0ear and as of Danuar0 1
of each 0ear in the 4erm thereafter8 for those respective caendar 0ears. Licensee sha
immediate0 report an0 unsafe condition that )ecomes %no:n to it to the Licensor in :riting8
:hether or not Licensee )eieves that such condition is %no:n to the Licensor.
. In addition to its other indemnification o)igations provided in this License8 Licensor sha
indemnif08 defend8 pa0 and hod Licensee and its &ffiiates8 and the respective o:ners8 parents8
officers8 agents8 empo0ees8 directors8 sharehoders and partners of each8 and the respective
successors and permitted assigns of Licensee and its &ffiiates Ecoective08 BIndemnified
Licensee PartiesCF harmess for8 from and against an0 and a Lia)iities8 incuding for an0
(odi0 In?ur0 or Propert0 3amage8 caused )0 the )reach of an0 of Licensor;s representations and
:arranties provided in Paragraph 3.1G provided that such indemnit0 sha not app0 to the extent
an0 such Lia)iities are caused )0 the negigence or :ifu misconduct of the Indemnified
Licensee Parties nor to the extent the Indemnified Licensee Parties have express0 underta%en
the o)igation to indemnif0 Licensor for such Lia)iities pursuant to the terms of this License.
Grant of Rights.
. /u)?ect to the terms and conditions of this License8 Licensor grants to Licensee the
excusive right to use EaF the /tadium during the (ase)a /eason and E)F an0 areas of the
-ompex that are )eing used excusive0 )0 Licensee as of the /ignature 3ate8 incuding :ithout
imitation the ,a%and &;s oc%er room8 an0 offices or suite of offices and fixed ocation tic%et
offices occupied )0 Licensee for the conduct of its )usiness as of the /ignature 3ate8 the t:o
retai spaces ocated near /tadium /ections 17' and 1268 and an0 storage used excusive0 )0
Licensee as of the /ignature 3ate.
. Licensee and Licensor sha have concurrent use of common areas to faciitate use of the
/tadium. /u)?ect to Paragraph 4.1.18 Licensor grants to Licensee
a non#excusive right of access to a areas of the -ompex8 other than the &rena8 :hen and
if necessar0 to conduct Licensee;s )usiness at the -ompex8 provided that Licensee sha not
access an0 such area in an0 :a0 that :i interfere :ith Licensor;s rights or the rights of an0
other proper icensee of the /tadium or the &rena.
. Licensee :i use the /tadium for a of 4eam;s $ome Games schedued )0 2L( Esu)?ect
to an0 changes )0 2L( to such scheduesF to )e pa0ed :ithin the 4eam;s ,perating 4erritor0.
. Licensor grants Licensee the right to use the entire Par%ing &rea for a Licensee Events8
except that on such da0s Licensor ma0 retain for itsef par%ing sufficient for Licensor;s
operations. Licensor reserves the right to use the entire Par%ing &rea on a other da0s8 except
that on such da0s Licensor sha ma%e avaia)e to Licensee par%ing sufficient for Licensee;s
operations. "ot:ithstanding the foregoing8 ho:ever8 the Parties understand the importance of
cooperation :ith respect to the Par%ing &rea given the var0ing events that occur at the -ompex
and the presence of mutipe parties at the -ompex. 4he Parties therefore agree to use their )est
efforts to :or% :ith one another to resove a par%ing reated matters8 :ith the intention that
uness the Parties hereafter mutua0 agree on changes thereto8 administration of the Par%ing
&rea sha :or% in materia0 the same manner as the Parties administered the Par%ing &rea in
. Licensor sha have the right to use a areas of the /tadium contemporaneous0 :ith
Licensee so as to perform an0 of Licensor;s o)igations under this License8 )ut sha not
unreasona)0 interfere :ith Licensee;s use.
Exclusive for Professional Baseball
. Licensee8 so ong as it is not in defaut under this License8 sha have the excusive right to
pa0 professiona )ase)a games in the /tadium.
Nature of Interest Granted to Licensee
. 4he Parties here)0 ac%no:edge and agree that none of the icenses or other rights granted
)0 Licensor to Licensee pursuant to this License is or constitutes for an0 purpose an interest or
estate in an0 rea propert08 incuding :ithout imitation the and and improvements constituting
. Licensee sha contro8 coect8 receive and retain a revenues deriving from its operations8
incuding )ut not imited to a revenues from tic%et saes and distri)ution8 merchandise saes8
product and other retai saes8 concessions Esu)?ect to Paragraph 12F8 noveties8 par%ing Esu)?ect
to Paragraph *F8 teecast and )roadcast rights8 pouring rights8 advertising8 sponsorship8
promotiona and signage rights Esu)?ect to Paragraph 11F8 asset#specific )randing rights to
interna /tadium areas8 uxur0 suite su)#icenses and an0 other revenues8 consideration8 )arter8
trade8 in#%ind or other )enefits ho:ever derived or generated )0 Licensee8 the 4eam and>or )0
Licensee Events and ,ther Events. Licensor sha contro8 coect8 receive8 retain or permit
icensees other than the Licensee to retain a other revenues8 incuding )ut not imited to a
revenues from tic%et saes and distri)ution8 /tadium naming rights8 merchandise saes8 product
and other retai saes8 concessions Esu)?ect to Paragraph 12F8 noveties8 par%ing Esu)?ect to
Paragraph *F8 teecast and )roadcast rights8 advertising8 sponsorship8 promotiona and signage
rights Esu)?ect to Paragraph 11F8 uxur0 suite su)#icenses and an0 other revenues8 consideration8
)arter8 trade8 in#%ind or other )enefits ho:ever derived or generated )0 Licensor and>or Licensor
Events8 &rena Events and>or retained rights under Paragraph 11.3.3.
Operations and Contracts
Licensee8 in its soe discretion and su)?ect to this License and appica)e a:8 ma0 ta%e an0
and a actions and utii9e an0 and a processes it deems appropriate to exercise its revenue
generation rights8 incuding )ut not imited to hiring third parties8 to :hom Licensee ma0 grant a
imited su)#icense to enter the &reas Licensed to perform tas%s as directed )0 Licensee.
Licensor8 in its soe discretion and su)?ect to this License and appica)e a:8 ma0 ta%e an0
and a actions and utii9e an0 and a processes it deems appropriate to exercise its revenue
generation rights8 incuding )ut not imited to hiring third parties or assigning or other:ise
transferring its revenue generation rights to third#parties8 and in doing so8 Licensor ma0 grant
an0 and a icenses or deegate an0 and a po:ers or privieges that8 as the operator and
manager of the -ompex for the -it0 and -ount08 it ma0 :ish to grant or deegate.
. Licensor sha provide dugouts8 )upen areas8 outfied fences8 home pate )ac%stops8 fou
)a netting8 and fou poes of t0pes8 construction and .uait0 su)stantia0 simiar to their
e.uivaents in other stadiums used to host 2L( -hampionship /eason games8 a pu)ic address
s0stem of sufficient .uait0 to )roadcast ive announcements and other audio programming at
Licensee Events E)ut no ess of a pu)ic address s0stem than exists as of the /ignature 3ateF8
ade.uate ighting and a press )ox area reasona)0 consistent :ith industr0 standards and an0
appica)e 2L( re.uirements. Licensee sha provide a other e.uipment8 on#fied surface
improvements8 furniture and furnishings necessar0 for 2L( games and a e.uipment re.uired
for eectronic media )roadcasting and teecasting services for )ase)a. Each Part08 at its o:n
expense8 sha 2aintain and Repair a e.uipment8 furniture and furnishings provided )0 it.
"othing in this Paragraph '.1 reieves Licensor of an0 of its o)igations set forth in Paragraph
'.+ and its su)paragraphs.
License to Operate
. Licensee sha provide or cause to )e provided a goods and services necessar0 to operate
the /tadium for Licensee Events and Licensor or its designee sha provide or cause to )e
provided a goods and services necessar0 to operate the /tadium for Licensor Events. /uch
goods and services sha incude )ut not )e imited to heat8 eectricit08 :ater8 gas8 se:age8
?anitoria and ru))ish remova.
4he Parties sha administer and aocate the foregoing charges as the0 administered and
aocated such charges during the 2713 caendar 0ear8 incuding that EaF Licensee sha )e
charged on0 the proper0 measured aocation of metered utiities used on da0s of Licensee
Events and E)F Licensee;s charges for eectricit0 sha )e imited to EiF the dates on :hich
Licensee Events are hed at the /tadium and EiiF the da0 preceding each of 4eam;s homestands.
. Licensee and Licensor sha each )e responsi)e for their o:n teephone s0stems8 internet
s0stems and e.uipment used in the /tadium.
. Except as other:ise provided in this License8 Licensee sha provide a personne
re.uired for a Licensee Event. (0 :a0 of exampe such personne ma0 incude )ut not )e imited
to tic%et seers8 tic%et ta%ers8 ushers8 securit0 and traffic officers8 ?anitors :or%ing during an
event8 a)orers8 stagehands8 engineers8 matrons8 nurses and supervisors8 and a pu)ic address
. /u)?ect to Licensor;s o)igations under Paragraph '.+.3.38 Licensee8 at its cost8 sha
provide .uaified personne at a times during the (ase)a /eason to prepare the pa0ing fied to
a condition meeting 2L( standards. Licensee sha have the right to direct the manner in :hich
the pa0ing fied is maintained so that a detai and finishing :or% necessar0 to maintain or ater
the pa0ing characteristics of the pa0ing fied are performed as directed )0 Licensee. Licensee
sha pa0 a costs and expenses to prepare and maintain the pa0ing fied throughout the 4erm8
except that Licensor sha pa0 a costs incurred to prepare the fied for an0 Licensor Event and
to restore the pa0ing fied to its re.uired condition for $ome Games as a resut of a Licensor
Parties to Cooperate on Security Matters.
Licensor and Licensee agree that securit0 at the -ompex is a ver0 important matter. 4he
Parties ac%no:edge that an0 securit0 issues at the -ompex create ris% to )oth Parties and
impact the image of the -ompex and the Parties. 4he Parties agree to cooperate :ith one
another on a -ompex securit0 programs in order to maintain the securit0 .uait0 at the
-ompex as of the /ignature 3ate8 to minimi9e securit0 ris%s at the -ompex and to increase
securit0 at the -ompex in compiance :ith an0 standards impemented )0 2L(.
Licensor Provision of Additional Security.
Licensee sha provide securit0 sufficient to cover a Licensee Events. If Licensee re.uests
that Licensor provide an0 securit0 for Licensee Events )e0ond the eve of securit0 that the
Licensee provides at Licensee Events8 such securit0 ma0 )e provided )0 Licensor on0 on the
condition that Licensor first o)tains from Licensee a mutua0 agreea)e executed contract :hich
specifies8 among other things8 pa0ment provisions8 the specific nature of the securit0 to )e
provided8 a appropriate imitations on Licensor;s o)igations8 and a appropriate
indemnification to Licensor. In an0 case8 Licensee sha aso have the o)igation to prompt0 pa0
or reim)urse Licensor for the costs and expenses of an0 such Licensor#provided securit0 upon
Licensee;s receipt of an invoice from Licensor refecting the costs and expenses incurred )0
Licensor for the re.uested additiona securit0 for Licensee Events. Licensee sha reim)urse
Licensor prompt0 after receipt of proper invoices for a of Licensor;s costs of increased securit0
personne for Licensee Events over such securit0 maintained )0 Licensor at times :hen no
events are hed at the /tadium. Licensor sha continue to provide securit0 at the -ompex
genera0 in su)stantia0 simiar form as it did during 27138 and the parties :i :or% together in
good faith to effectuate this Paragraph '.* :ith the intention that securit0 matters proceed in the
same fashion as the0 did during 2713.
. Licensor ac%no:edges the need for additiona and improved ighting in certain areas in
and around the /tadium8 particuar0 the Par%ing &rea. Within t:eve E12F months of the Parties;
agreeing on the scope of the enhanced ighting that is needed8 Licensor sha underta%e and
compete the instaation of a additiona and improved ighting that is needed in order to )ring
such ighting to an enhanced condition mutua0 agreea)e to the Parties. 4he Parties agree8
ho:ever8 that the tota cost to Licensor of this ighting pro?ect sha not exceed ,ne 2iion 1ive
$undred 4housand 3oars EH18'778777.77F.
Licensor Maintenance and Repairs
Stadiu" Maintenance #und
. In each 0ear of the 4erm8 Licensor sha provide in its )udget for a B/tadium 2aintenance
1undC in the amount of at east ,ne 2iion 3oars EH187778777.77F. 4he /tadium 2aintenance
1und sha )e used for Licensor;s 2aintenance and Repairs re.uired hereunder. 1oo:ing the
first 0ear of the 4erm8 Licensor sha increase the amount of the /tadium 2aintenance 1und )0
increasing the preceding 0ear;s )udgeted amount )0 at east five percent E'IF.
/u)?ect to Licensee;s o)igations under Paragraph '.58 :hich o)igations Licensee must
continue to discharge at its o:n cost8 for each 0ear of the 4erm Licensee ma0 direct Licensor;s
use of )udgeted 2aintenance and Repair funds up to ,ne $undred 1ift0 4housand 3oars
EH1'78777.77F for 2aintenance and Repairs re.uested )0 Licensee to )e performed )0 Licensor
Eincuding that Licensee ma0 Bearmar%C a or part of such funds for :or% to occur in future
0earsG provided8 ho:ever8 that no more than H1'78777.77 ma0 )e earmar%ed for an0 particuar
4o faciitate and ena)e Licensee to exercise its right to direct the use of certain funds each
0ear8 Licensor :i provide .uarter0 reports to account for the uses of )udgeted funds in the
/tadium 2aintenance 1und in the preceding .uarter.
Stadiu" Maintenance #und Not a Li"itation or Cap
. 4he Parties agree that the /tadium 2aintenance 1und is an annua )udgeting mechanism
designed to ensure that a certain amount of funds is avaia)e each 0ear for 2aintenance and
Repairs and to faciitate trac%ing of 2aintenance and Repair expenditures. Licensor
ac%no:edges that the existence of the /tadium 2aintenance 1und does not imit its
2aintenance and Repair o)igations or put a maximum imit on the amount that it must spend for
2aintenance and Repair :or%. Licensor further ac%no:edges that compiance :ith those
o)igations ma0 re.uire expenditures exceeding the amount in the /tadium 2aintenance 1und in
an0 given 0ear.
2aintenance and Repair
. Licensor8 at a times during the 4erm8 sha perform a 2aintenance and Repairs of the
Eexcept such items as Licensee 2aintains and Repairs as specifica0 provided hereinF8
incuding specifica0 2aintenance of and Repairs of the foo:ing associated areas8 structures
& structura parts of the /tadium incuding the roof8
:indo:s8 :as8 foors8 piars and coumnsG
4he eectrica s0stem incuding a eectrica ight
standards8 ight fixtures and :a soc%ets )ut not incuding
ight )u)s or movea)e eectrica e.uipmentG
4he heating8 ventiating and air conditioning s0stemsG
4he pum)ing s0stems incuding :ithout imitation a
pipes and pum)ing fixtures such as sin%s8 toiets and :ater
4he Par%ing &rea and underground utiities Eto the
extent such utiities are under the direct or indirect contro
of LicensorF su)?ect to Paragraph * and its su)paragraphsG
4he /tadium seatsG
4he fied drainage s0stemG
& eevators and escaatorsG
& sound s0stems and reated e.uipment8 except in
connection :ith an0 ne: audio components that Licensee
instas as part of the 3ispa0 E.uipment Pro?ect8 :hich
sha )e 2aintained and Repaired )0 Licensee as provided
:ithin Paragraph 11.4G
& /tadium teevisions and a ampifier and other
s0stems feeding to such teevisionsG
& ca)ing of an0 nature :ithin the /tadium except
ca)ing instaed and used excusive0 )0 LicenseeG
Licensee;s office space and storage provided pursuant
to this License and a items and s0stems of the t0pe isted
in su)paragraphs EaF through E%F a)ove that affect and>or
are used :ithin Licensee;s office space and storageG and
& other propert08 s0stems8 e.uipment and fixtures
current0 maintained and repaired )0 Licensor8 o:ned )0
Licensor or instaed at Licensor;s direction.
Licensor;s 2aintenance and Repair o)igations sha not incude the furniture8 fixtures8
computers or other e.uipment of Licensee or of an0 concessionaire. Licensor sha not charge
Licensee an0 amounts reated to Licensor;s o)igations8 )ut in the event that Licensor is re.uired
to Repair an0 of the items descri)ed a)ove as a resut of Licensee;s negigence or :ifu
misconduct8 Licensee sha pa0 the costs of such Repair.
. Licensor sha ensure that a -ompex structures comp0 :ith the &mericans :ith
3isa)iities &ct of 1667 EB&3&CF8 as no: and hereafter amended8 and an0 and a other simiar
re.uirements under appica)e a:s. Licensor sha pa0 for and diigent0 compete an0 re.uired
modifications to an0 or a structura parts of the -ompex necessar0 to comp0 :ith such a:s
Eincuding :ithout imitation changes to such a:s or the interpretation of such a:s )0 an0
reguator0 or .uasi#?udicia )od0 :ith ?urisdiction over the -ompexF. "ot:ithstanding the
preceding sentence8 Licensee sha remain o)igated to ma%e an0 operationa changes that ma0
)e necessar0 to ensure &3& compiance8 if possi)e given the /tadium;s structure and
configuration. Provided8 ho:ever8 that su)?ect to appica)e a: and to Licensor;s continued
o)igation to perform a o)igations of the -ass &ction /ettement &greement signed )0 the
Parties in or a)out Dune 1666 Ethe B-ass &ction /ettement &greementCF8 Licensor sha not )e
re.uired to ma%e an0 modifications to an0 fixtures8 improvements or structura parts of the
/tadium Esuch as the fied eve seatsF that are express0 permitted to remain unmodified )0
appica)e provisions of the -ass &ction /ettement &greement.
. Licensor sha at its soe cost and expense re#sod the fied turf of the /tadium EaF )efore
each (ase)a /eason :ithin the 4erm and E)F in the event so re.uired in :riting )0 2L( or if in
Licensee;s reasona)e ?udgment8 repacement of a or su)stantia0 a of such area is re.uired to
comp0 :ith an0 standards imposed )0 2L(. "ot:ithstanding the foregoing8 there sha )e no
re#sodding re.uired of Licensor outside of the (ase)a /eason if no Licensor Events occur
outside of the (ase)a /eason.
!se of 4hird#Part0 -onsutant for Informa Resoution of 2aintenance and Repair 3isputes
. /houd an0 dispute arise that invoves Licensor;s 2aintenance and Repair o)igations
under Paragraph '.+.3 and that invoves either individua0 or cumuative0 in an0 annua period
at east /event0#1ive 4housand 3oars EH+'8777.77F in controvers08 the Parties :i ?oint0 retain
a mutua0 agreea)e independent third#part0 consutant having expertise appropriate to the
matters in dispute8 and instruct that consutant to revie: the matter or matters in controvers0 and
issue :ritten recommendations. 4he costs of the consutant :i )e shared )0 the Parties on a
'7>'7 )asis. &though the consutant;s recommendations :i not )e )inding8 the Parties :i
endeavor in good faith to a)ide )0 the recommendations.
Expedited Process for (inding Resoution of 2aintenance and Repair 3isputes
. &n0 dispute that invoves Licensor;s 2aintenance and Repair o)igations under Paragraph
'.+.3 and that invoves either individua0 or cumuative0 in an0 annua period at east /event0#
1ive 4housand 3oars EH+'8777F in controvers0 sha )e su)?ect to expedited ar)itration under
Paragraph 358 provided that8 )efore initiating an0 such expedited ar)itration8 the Parties must
have exhausted their a)iit0 to resove the dispute informa0 using a third#part0 consutant under
Licensee Ri!t to Maintain or Repair
. In the event that Licensor )reaches an0 of its 2aintenance or Repair o)igations under
Paragraph '.+.3.18 Licensee sha have the right8 upon :ritten notice to Licensor8 to underta%e
an0 such 2aintenance and Repairs on its o:n. /o ong as Licensee provides Licensor a
reasona)e opportunit0 to cure and gives at east 37 da0s; advance :ritten notice of Licensee;s
intention to underta%e its o:n 2aintenance or Repair :or% Eexcept in emergenc0 circumstances
:here :or% must )e done on an emergenc0 )asis and ma0 )e authori9ed )0 Licensor or a
designee of Licensor :ho is present on#site8 in :hich case no advance :ritten notice or
opportunit0 to cure sha )e necessar0F8 and so ong as Licensee esta)ishes in a Paragraph 35
proceeding E:hether or not )rought on an expedited )asis under Paragraph '.+.3.'F an actua
)reach or )reaches of Paragraph '.+.3.1 )0 Licensor8 Licensee ma0 o)tain reim)ursement from
for the reasona)e8 verifia)e costs of performing or contracting to perform the 2aintenance
or Repair :or% that :as necessitated )0 Licensor;s )reachEesF.
General Condition of Stadium
. 3uring the (ase)a /eason and for a Licensee Events8 Licensee8 at its cost and expense8
sha %eep the /tadium in a cean8 order0 and aesthetica0 peasing condition. 3uring a other
parts of the 4erm and for Licensor Events during (ase)a /eason8 Licensor8 at its expense8 sha
%eep the /tadium in a cean8 order0 and aesthetica0 peasing condition. Licensor sha
continue to provide an0 ?anitoria service it provides to Licensee as of the /ignature 3ate for
Licensee;s occupied areas8 )ut Licensee sha aso continue to have the o)igation to %eep its
offices8 storage areas and other excusive areas in an order0 and aesthetica0 peasing condition.
Alteration of the Stadium
. Licensor ma0 ma%e such aterations or additions to the /tadium and the structures8
e.uipment and fixtures ocated therein8 not o:ned )0 Licensee8 as Licensor deems appropriate8
)ut Licensor sha o)tain Licensee;s prior :ritten consent )efore doing an0thing that :oud
materia0 adverse0 affect the use of the /tadium )0 Licensee. "either Part0 sha ater or add to
an0 structures8 e.uipment or fixtures of the other :ithout the other Part0;s prior :ritten consent.
&n0 :or% performed )0 Licensor during use )0 Licensee of the /tadium for an0 Licensee Event8
except for :or% re.uested )0 Licensee or re.uired )0 this License to remed0 an emergenc0
situation threatening or causing materia damage to persons or propert08 sha )e performed in a
manner to avoid as much as reasona)0 possi)e an0 interference :ith Licensee;s use of the
/tadium and in no event sha prevent 4eam from pa0ing a schedued $ome Game or Licensee
from hoding ,ther Events.
Notice of %ates
Licensee and Licensor sha
each use )est efforts to address a Licensee>4eam and Raiders scheduing concerns.
Licensor sha provide Licensee a iterations of the panned Raiders schedue EPre#/eason8
Reguar /eason8 and possi)e Post#/easonF prompt0 once received and sha sta0 in reguar
contact :ith Licensee regarding such schedue. Licensee sha provide Licensor a iterations of
the 4eam;s panned schedue EPre#/eason8 Reguar /eason8 and possi)e Post#/easonF prompt0
once received and sha sta0 in reguar contact :ith Licensor regarding such schedue. If
schedued $ome Games are canceed8 postponed and>or reschedued8 Licensee sha prompt0
/u)?ect to 2L( Rues and Reguations8 Licensee sha :or% in good faith :ith Licensor
and the Raiders to attempt to accommodate a foot)a schedue that does not confict :ith
Licensee Events8 incuding8 )ut not imited to8 as provided in Paragraph '.17.3.
!pon Licensor;s prior :ritten consent8 Licensee sha have the right upon the ater of
of each caendar 0ear or sixt0 E*7F da0s prior :ritten notice to Licensor to schedue other
)ase)a#reated events for the /tadium not descri)ed in Paragraph '.17.1 a)ove EB,ther EventsCF
)oth during and outside of an0 (ase)a /eason. Licensor sha notif0 Licensee of Licensor;s
approva or disapprova of an0 such schedued event )0 the ater of Danuar0 31
or ten E17F )usiness da0s after deiver0 of Licensee;s notice8 :hich notice sha set forth in
sufficient detai Licensor;s grounds for its determination. Licensor;s and Licensee;s respective
rights and o)igations for such events sha )e as other:ise provided in this License for $ome
Games8 except that Licensee sha prompt0 reim)urse Licensor upon receipt of a proper invoice
for a costs and expenses reasona)0 incurred )0 Licensor in connection :ith the provision of
increased securit0 and 2aintenance and Repair costs arising as a direct resut of an0 ,ther
Events occurring outside of the (ase)a /eason Etogether :ith copies of reasona)e )ac%up
verification of such costs incuding invoices8 canceed chec%s8 or other proof of pa0ment or
Exclusive Ri!t to Stadiu" Use
Licensee sha have the excusive right to use the /tadium throughout each (ase)a
/eason8 )ut sha use its )est efforts to infuence 2L( to ensure that there are at east t:o
schedued open :ee%end dates E
1rida08 /aturda08 or /unda0F during the "1L pre#season each 0ear for Raiders; preseason
games. Except for schedued dates of Raiders; games8 :hich is a use of the /tadium for :hich
Licensee must :or% in good faith to permit and have a reasona)e )asis for decining during
(ase)a /eason8 Licensor ma0 use the /tadium during the (ase)a /eason on0 upon Licensee;s
prior :ritten approva8 :hich approva Licensor ac%no:edges ma0 )e :ithhed in Licensee;s
a)soute discretion for the date of an0 Licensee Event and for an0 dates incuding and )et:een
the da0 )efore the commencement of and the ast da0 of an0 of the 4eam;s homestands. In
connection :ith the deveopment of each )ase)a and foot)a schedue8 Licensor8 Licensee and
the Raiders :i attempt to accommodate the reasona)e scheduing re.uirements of each other
and of the respective eagues and :i :or% in good faith to resove an0 disputes arising
therefrom. 4he Parties ac%no:edge that 2L( ma0 not ao: Licensee to commit to ma%e the
t:o foot)a :ee%ends avaia)e in each of &ugust and /eptem)er non#consecutive08 nor8
)ecause of pa0offs and the Word /eries8 :i 2L( commit to ma%e an0 :ee%end in ,cto)er
avaia)e for scheduing of a foot)a game. /u)?ect to a of the a)ove8 the Raiders sha have
scheduing priorit0 and the a)soute right to use the /tadium for its games from the end of
4eam;s (ase)a /eason each 0ear through the end of the foo:ing Danuar0.
. "ot ater than Danuar0 1'
of each 0ear :ithin the 4erm8 Licensee ma0 designate to Licensor in :riting up to five E'F
$ome Games on :hich dates Licensor agrees not to schedue an0 Licensor Event or to permit
an0 &rena Event Eother than a Warriors gameF uness it EaF concudes at east t:o E2F hours prior
to the schedued start of a $ome GameG or E)F commences at east six E*F hours after the
schedued start of a $ome Game.
PARKING AND ACCESS AREA
/u)?ect to the imitations contained in Paragraph *.38 Licensee or its agent sha operate the
Par%ing &rea on the da0s of a Licensee Events and Licensor or its agent sha operate the
Par%ing &rea on a other da0s. Each Part0 sha retain discretion in setting par%ing charges for
the events for :hich such Part0 operates the Par%ing &rea.
Maintenance, Repairs and Cleaning
. Licensor sha 2aintain and Repair the Par%ing &rea according to Paragraph '.+.3.1 and
in doing so sha use its )est efforts to cause the east disruption to attendees of Licensee
. /u)?ect to Paragraph *.38 Licensee sha conduct a ceaning of the Par%ing &rea after a
Unautori'ed Mercandise Sales
Licensor sha use its )est efforts to prevent an0 sae in the Par%ing &rea of an0
pu)ications8 souvenirs8 noveties or simiar merchandise reated to 4eam or 2L( uness
express0 authori9ed )0 Licensee or 2L(8 and sha use )est efforts to prompt0 communicate to
Licensee an0 suspected unauthori9ed saes. Licensor sha have no o)igation to institute ega
to report such conduct to crimina authorities and see% prosecution of same. Licensor sha8
upon Licensee;s reasona)e re.uest8 deegate or assign to Licensee :hatever rights Licensor ma0
possess sufficient to confer standing upon Licensee to institute such ega action8 report such
conduct or see% such prosecution8 and sha provide to Licensee reasona)e cooperation on the
. /u)?ect to Paragraph *.38 Licensee sha retain a par%ing revenues coected for Licensee
Dual Event Parking
. Where a Licensee Event is hed on the same da0 as a Licensor Event EB3ua Event 3a0CF8
the Parties agree that operationa contro and fisca management of par%ing sha continue to )e
handed )0 :or%ing together in good faith in accordance :ith the custom and practice
impemented )et:een the Parties during 2713. When par%ing revenues are aocated according
to the formua set forth on
8 par%ing securit0 and ceaning costs :i aso )e prorated )et:een Licensee and Licensor
using the Exhi)it ( formua.
Where reasona)0 possi)e Efor instance8 :here the Licensee Event and Licensor Event are
hed at different timesF8 for each 3ua Event 3a0 the Parties sha :or% :ith one another in good
faith to determine a schedue :here)0 one Part0 sha manage and retain a revenues from
par%ing operations up to a certain time8 upon :hich time the other Part0 sha assume the
management of and retain a revenues from par%ing operations.
TERM AND TERMINATION
. 4his License sha commence on the /ignature 3ate and end on 3ecem)er 318 2724
EB4ermCF uness terminated earier as provided in this License.
Early Termination Rights
. (eginning Danuar0 1 of the second fu 0ear of the 4erm EDanuar0 18 271* @ 3ecem)er 318
271*F8 Licensee sha have the right to terminate this License prior to expiration of the 4erm )0
providing Licensor :ritten notice of intent to terminate on or )efore 3ecem)er 31
of an0 0ear during the remainder of the 4erm8 :ith the effective date of termination
occurring as of 3ecem)er 31
of the second 0ear foo:ing notice. If Licensee terminates this License in connection :ith
an0 move to a stadium outside of the -it08 Licensee sha pa0 on the effective date of
termination8 in ump sum8 a annua icense fees pursuant to Paragraph 5.1 )eo: for the
remainder of the fu 17#0ear 4erm8 as if this License :ere operative throughout the 4erm and
had not )een terminated. Licensee sha not )e o)igated to pa0 such annua icense fees if
Licensee terminates this License in connection :ith a permanent move to a ne: or re#)uit
stadium on or ad?acent to the -ompex site or to a different stadium :ithin the -it0.
Licensee ac%no:edges that a pan ma0 deveop for construction of a ne: foot)a stadium
for the ,a%and Raiders. Licensor sha %eep Licensee reasona)0 informed of an0 information
reated thereto. If Licensor presents Licensee :ith a Raiders -onstruction Pan8 Licensor and
Licensee sha8 for a period of thirt0 E37F da0s thereafter8 negotiate in good faith for an
amendment to this License that :i account for the financia8 operationa and other
conse.uences that Licensee :oud suffer from the construction and operation of such panned
foot)a stadium. /uch negotiations sha not )e necessar0 if the Raiders -onstruction Pan
incudes su)stantia demoition of the /tadium. If such good faith negotiations are unsuccessfu
or unnecessar08 Licensor ma0 terminate this License upon :ritten notice of intent to terminate to
Licensee8 such termination to ta%e effect sixt0 E*7F da0s after the concusion of the second E2dF
(ase)a /eason that commences after such notice. E(0 :a0 of exampe8 if Licensor provides
Licensee :ith such termination notice on Dune 1'8 271*8 this License :i terminate sixt0 E*7F
da0s after the concusion of the 2715 (ase)a /eason.F (et:een the time notice of termination
has )een given and the date of actua termination8 Licensee sha cooperate in good faith :ith
an0 activities )0 Licensor or its designees that ma0 )e necessar0 to prepare the site in advance of
construction8 incuding )0 providing reasona)e access to an0 areas for :hich Licensee has
excusive use rights8 so ong as no actions are ta%en )0 Licensor or its designee and nothing is
re.uired of Licensee that unreasona)0 interferes :ith Licensee;s operations. 1or the soe
purpose of a possi)e termination to accommodate a Raiders -onstruction Pan8 the Parties agree
to amorti9e on a month08 straight#ine )asis EiF Licensee;s tota verified cost reported to Licensor
under Paragraph 11.2 for the 3ispa0 E.uipment Pro?ect8 pus an0 amount paid direct0 to
Licensor thereunder8 and EiiF a other amounts paid )0 Licensee during the 4erm for mutua0
agreed upon improvements to the /tadium or -ompex EB&dditiona Licensee ImprovementsCF
under Paragraph '.68 provided that Licensee;s costs for &dditiona Licensee Improvements :i
)e su)?ect to amorti9ation hereunder on0 if Licensor sha have ac%no:edged to Licensee in
:riting at the time of LicensorJs approva of such &dditiona Licensee Improvements under
Paragraph '.6 that such improvements :i )e su)?ect to the provisions of this Paragraph +.2.2.
&morti9ation sha occur from the ast da0 of the month in :hich the particuar improvement is
competed throughout the remainder of the panned 17#0ear 4erm. 1oo:ing termination )0
Licensor in connection :ith a Raiders -onstruction Pan8 Licensor sha pa0 Licensee the entire
unamorti9ed )aance of such improvement costs as measured from the date of competion of
instaation of the improvements )eing amorti9ed to ,cto)er 31st of the 0ear in :hich
termination is to ta%e effect. Licensor sha ma%e such pa0ment not ater than 3ecem)er 31 of
the 0ear in :hich termination )ecomes effective. (0 :a0 of exampe8 if EaF the 3ispa0
E.uipment Pro?ect is competed during 2arch 271' and the tota verified pro?ect cost is
H1187278777 and E)F Licensor provides proper termination notice on Dune 1'8 271*8 then ExF the
H1187278777 :i )e amorti9ed on a month0 schedue from 2arch 318 271' through ,cto)er 318
27248 :ith H6'8777 amorti9ed on the ast da0 of each month )eginning on 2arch 318 271'8 E0F
this License sha terminate effective sixt0 E*7F da0s after the concusion of the 2715 (ase)a
/eason and E0F Licensor sha pa0 Licensee8 no ater than 3ecem)er 318 27158 the ump sum of
H*85478777 EH1187278777 minus E44 months times H6'8777FF8 pus :hatever sum ma0 )e due for
the costs of &dditiona Licensee Improvements8 utii9ing the same amorti9ation methodoog0.
4he Parties ac%no:edge8 ho:ever8 that su)?ect to Paragraph 1*8 Licensor;s o)igation to pa0
Licensee under this Paragraph +.2.2 ma08 and i%e0 :oud8 )e passed through to an0 third#part0
deveoper that underta%es the Raiders -onstruction Pan.
. Licensee sha pa0 to Licensor
an annua icense fee of ,ne ,ne 2iion /even $undred 1ift0 4housand 3oars
EH18+'78777.77F for 27148 ,ne 2iion 4:o $undred 1ift0 4housand 3oars EH182'78777.77F for
the first fu 0ear of the 4erm EDanuar0 18 271' @ 3ecem)er 318 271'F8 and after that8 ,ne 2iion
1ive $undred 4housand 3oars EH18'778777.77F for each of 0ears t:o through five of the 4erm
E271* through 2716F8 and ,ne 2iion 4:o $undred 1ift0 4housand 3oars EH182'78777.77F for
each 0ear of 0ears six though ten the 4erm E2727 through 2724F. Except for fees in 27148 :hen
pa0ment :as due Dune 378 27148 the fu and time0 pa0ment of :hich is a condition of the
Parties; entr0 into this &greement8 Licensee sha ma%e each annua pa0ment &pri 1
of each 0ear of the 4erm. Each pa0ment sha )e due and o:ing immediate0 upon each
pa0ment date and sha )e considered pa0ment in advance for a use and other rights granted
under this License during the su)se.uent t:eve months. /u)?ect to Licensee;s right to cure
under Paragraph 22.1.28 an0 ate pa0ment sha )e su)?ect to a ate fee of t:o thousand five
hundred doars EH28'77F per da0 and an0 accumuated dein.uenc0 sha carr0 interest at a dai0
compounded interest rate of ten percent E17IF per annum.
Prohibition on Deductions
Licensee sha not deduct8 offset or other:ise :ithhod an0 amounts pa0a)e )0 it to
Licensor under this License &greement except to the extent express0 authori9ed under
Paragraphs 1+.18 1+.28 1+.38 27.28 23.2 or 2+.2 herein. &n0 pa0ment dein.uenc0 uncured under
Paragraph 22.1.28 incuding an0 unauthori9ed deduction8 offset or other :ithhoding EaF sha Ein
addition to the ate charges and interest under Paragraph 5.1F8 accrue pre#?udgment interest at the
maximum statutor0 interest unti paid in fu8 E)F sha trigger a pa0ment o:ing to Licensor to
compensate it for difficut#to#cacuate harm in the amount of a remaining &nnua License 1ees
under Paragraph 5.18 and EcF sha give Licensor the right8 at its option8 to see% decarator0 and
in?unctive reief in court or in ar)itration Enot:ithstanding Paragraph 35F terminating the License
and a of Licensee;s rights thereunder8 incuding its rights of use and occupanc0 under Paragraph
48 effective immediate0 if the dein.uenc0 ta%es pace outside of the (ase)a /eason8 or
other:ise effective on the da0 after the concusion of the ast Licensee Event during the (ase)a
/eason in :hich the dein.uenc0 too% pace. 2onetar0 recover0 for an0 such dein.uenc0 ma0
)e sought in court or in ar)itration8 at Licensor;s option8 not:ithstanding the provisions of
Paragraph 35 herein. /houd Licensor fie an action see%ing monetar0 reief for an0 dein.uenc0
under Paragraph 58 Licensor sha )e entited to recover its entire attorne0;s fees and costs upon
entr0 of ?udgment in its favor or in the event that an0 of the dein.uenc0 is paid or ordered paid
prior to entr0 of fina ?udgment.
Licensee sha do a acts re.uired to maintain its mem)ership in good standing :ith 2L(.
Licensee sha notif0 Licensor prompt0 after receipt of an0 information that Licensee is the
su)?ect of an0 action or contempated action that coud affect Licensee;s right to continued good
standing in 2L(.
RADIO AND TELEVISION
. Licensee sha have the right to8 or to cause its rightshoderEsF to8 )roadcast and
disseminate )0 radio a reports of a or an0 part of an0 Licensee Event and reated programming
occurring in the -ompex. Licensee sha %eep a revenues deriving from such activities.
. Licensee sha have the right to8 or to cause its rightshoderEsF to8 teecast a or an0 part of
an0 Licensee Event and reated programming occurring in the -ompex. Licensee sha %eep a
revenues deriving from such activities.
Online and Other Forms of Media
. Licensee sha have the right to8 or to cause its rightshoderEsF to8 disseminate over the
internet and an0 other current or future forms of media an0 audio or visua depiction of a or an0
part of an0 Licensee Event and other 4eam#reated programming occurring in the -ompex.
Licensee sha %eep a revenues deriving from such activities.
. Licensee sha ta%e commercia0 reasona)e measures to cause its rightshoders to
announce and>or dispa0 the name and ocation of the /tadium at east three E3F times during
each radio and teevision )roadcast of a Licensee Event.
Rights of Others
. 4he opposing team and 2L(8 and each of their rightshoders8 sha have rights identica to
Licensee;s rights provided under Paragraphs 17.1 through 17.3 a)ove.
No Licensor Rights
. Licensor ac%no:edges and agrees that it sha have no right to )roadcast or disseminate
an0 audio or visua depiction of an0 Licensee Events8 :hether via radio8 teevision8 onine or in
an0 other form no: existing or hereafter deveoped. Licensor further ac%no:edges and agrees
that other than the rights it grants under this License8 Licensor sha have no right to authori9e
an0 part0 to )roadcast or disseminate an0 audio or visua depiction of an0 Licensee Event8
:hether via radio8 teevision8 onine or in an0 other form no: existing or hereafter deveoped.
. Licensee;s invited media sha have reasona)e access to the /tadium Eand remainder of
the -ompex8 as reasona)0 necessar0F prior to8 during and after Licensee Events8 incuding
su)stantia0 the same accommodations and faciities for a media e.uipment8 incuding truc%s8
as are t0pica0 provided in other 2L( stadiums.
Attraction Panel and Freeway Marquee
. 4hroughout each (ase)a /eason and for a 37#da0 period prior to the commencement of
each (ase)a /eason8 Licensor :i dispa0 on the attraction pane ocated ad?acent to the "imit9
1ree:a0 that the /tadium is the B$ome of the ,a%and &thetics.C 3uring the (ase)a /eason
and during Licensee;s /pring 4raining8 Licensor :i dispa0 on the free:a0 mar.uee the date8
time and opponent for Licensee;s next $ome Game>series or other information reasona)0
re.uested )0 Licensee. When such promotiona announcements are re.uired to )e dispa0ed )0
this Paragraph 11.18 Licensor sha dispa0 such announcements a commercia0 reasona)e
num)er of times each da0 in a manner and :ith a fre.uenc0 that is consistent genera0 :ith the
num)er of times Licensor dispa0ed such announcements during 2713. 4he provisions of this
Paragraph 11.1 are express0 su)?ect to the appica)e rues8 reguations and consent
re.uirements of the -aifornia 3epartment of 4ransportation.
Stadium Display Equipment
. Licensee sha8 no ater than ,cto)er 318 27148 commit to spending not ess than 4en
2iion 3oars EH1787778777.77F to purchase and insta EiF t:o E2F ne: digita video>score
)oards8 a ne: digita ri))on )oard or )oards on the /tadium Pa9a Leve 1aKade Ethe video>score
)oards and ri))on )oards :i )e referred to coective0 as B3igita 3ispa0sCF8 and8 if Licensee
chooses to do so8 in its soe discretion )ut su)?ect to Licensor;s approva )eo:8 a ne: integrated
audio s0stem8 and EiiF and associated ne: contro room e.uipment capa)e of programing8
controing and storing digita content for the ne: 3igita 3ispa0s aong :ith associated audio
Ecoective08 a components8 e.uipment and s0stems comprising and reated to the ne: 3igita
3ispa0s8 the ne: audio s0stem8 if instaed8 and the associated ne: contro room8 :i )e
referred to as the B3ispa0 E.uipmentCF. Licensor ac%no:edges that8 )0 agreeing to underta%e
the purchase8 instaation8 maintenance and repair of the 3ispa0 E.uipment Ethe B3ispa0
E.uipment Pro?ectCF8 Licensee :i )e reieving Licensor of su)stantia future 2aintenance and
Repair costs that Licensor :oud other:ise )e re.uired to )ear. 4he Parties agree that time is of
the essence for the competion of the 3ispa0 E.uipment Pro?ect. &s soon as possi)e after the
/ignature 3ate8 Licensee commits to provide to Licensor detaied costs8 pans and e.uipment
specifications for the 3ispa0 E.uipment and to see% Licensor;s approva for the 3ispa0
E.uipment Pro?ect under Paragraph 11.4 after providing that information8 :hich approva sha
not )e unreasona)0 :ithhed or dea0ed. 4he Parties agree to cooperate and use mutua )est
efforts to achieve competion of the 3ispa0 E.uipment Pro?ect )0 &pri 18 271'. !pon
competion8 Licensee sha provide Licensor :ith a report detaiing the e.uipment purchased8
:or% performed8 and tota cost Eas measured )0 the tota pro?ect cost :ithout reference to
:hether Licensee o)tained financing for the 3ispa0 E.uipment Pro?ectF8 together :ith copies of
reasona)e )ac%up verification of such costs incuding invoices8 canceed chec%s or other proof
of pa0ment or pa0ment o)igation. If such tota amount is ess than 4en 2iion 3oars
EH1787778777.77F8 Licensee sha pa0 Licensor the difference :ithin thirt0 E37F da0s after
Licensor;s :ritten acceptance of the contents of such report.
Licensee sha have a)soute discretion on the seection of a 3ispa0 E.uipment and sha
perform a :or% re.uired to purchase and insta the 3ispa0 E.uipment Eexcuding an0
necessar0 structura :or% to the framing ca)inet structures and support )eams that :i house and
support the 3ispa0 E.uipment EL3ispa0 E.uipment /tructura Wor%LF8 :hich sha )e
Licensor;s responsi)iit0F8 )ut sha consut :ith Licensor in connection there:ith. Licensor sha
cooperate :ith Licensee during the entire 3ispa0 E.uipment Pro?ect8 incuding :ithout
imitation the instaation of a 3ispa0 E.uipment8 in connection :ith :hich Licensor sha
perform an0 3ispa0 E.uipment /tructura Wor% reasona)0 necessar0 to faciitate such
instaation. 4he Parties sha confer in good faith and see% to agree a)out :hether an0 3ispa0
E.uipment /tructura Wor% is re.uired for instaation of the 3ispa0 E.uipment8 and if the0
cannot agree8 sha foo: the procedures for resoution set forth in Paragraphs '.+.3.4 and
. 4he Parties recogni9e that8 if 3ispa0 E.uipment /tructura Wor% is necessar0 for the
/tadium 3ispa0 Pro?ect8 that :or% coud potentia0 dea0 the pro?ected &pri 18 271'
competion date for the /tadium 3ispa0 Pro?ect. &s soon as reasona)0 possi)e after the
/ignature 3ate8 Licensee :i identif0 specifica0 in :riting the particuars of the 3ispa0
E.uipment that Licensee pans to insta in order for the Parties ?oint0 to determine the extent of
an0 3ispa0 E.uipment /tructura Wor%. /o ong as Licensor :or%s diigent0 and in good faith
to compete an0 3ispa0 E.uipment /tructura Wor% as soon as possi)e after receipt of
Licensee;s :riting8 Licensor sha have no ia)iit0 for an0 osses attri)uta)e to dea0s in
meeting the &pri 18 271' competion date Eincuding :ithout imitation in an0 instance :here
Licensor :or%s diigent0 and in good faith )ut Licensee )0 its o:n conduct interferes :ith8
dea0s8 or impedes Licensor;s process of evauating or underta%ing such :or%F
Rights and Revenues
. Licensor grants to Licensee the excusive right8 at Licensee;s soe cost and expense8 to use
existing or ocate ne: non#digita8 fixed advertising dispa0s in the /tadium that are Interior
1acing and to se and retain a revenues for the advertising dispa0ed on such dispa0s and
e.uipment in the /tadium8 except EaF the 3ispa0 E.uipment referenced in Paragraph 11.28 :hich
sha )e operated )0 Licensee )ut for :hich each Part0 ma0 se advertising for its o:n events
and E)F the Interior 1acing dispa0s referenced in Paragraphs 11.3.2 and 11.3.38 under the terms
and conditions contained therein. Licensor aso grants to Licensee the right8 during each
(ase)a /eason8 to the signage attached to the exterior of /tadium structure that faces out:ard
from the exterior of the /tadium and is of the genera si9e and in the genera ocations utii9ed )0
Licensee during the 2713 (ase)a /eason E)ut :hich ma0 not )e used )0 Licensee to promote
third part0 sponsors of LicenseeF.
. Licensee ac%no:edges that Licensor retains the rights to and ma0 grant to Raiders the
excusive right to use and to se and retain a revenues for the foo:ing Interior 1acing
E:ith Licensor;s ac%no:edgement that8 upon :ritten consent of the Raiders to the
remova of specific signs8 some of the foo:ing signs ma0 )e removed as part of the 3ispa0
E.uipment instaation provided in Paragraph 11.2FA
,ne E1F pane on the 4ri#=ision /ign ocated on the /econd 3ec% fascia a)ove /ection 134
of the 1irst 3ec% and one E1F pane on the 4ri#=ision /ign ocated on the /econd 3ec% fascia
a)ove /ection 1'1 of the 1irst 3ec%8 provided that each such pane sha receive approximate0
one#third of the rotationa exposures of the signs during a Licensee Events.
1our E4F permanent )ac%#it signs comprised of t:o E2F such signs ocated on the !pper
3ec% fascia in /ections 32+#326 of the !pper 3ec% )ut )eo: the :indo:s of Loge /uites '4#'+
and t:o E2F such signs ocated on the !pper 3ec% fascia in /ections 37'#37+ of the !pper 3ec%
)ut )eo: the :indo:s of Loge /uites 17#138 provided that the si9e of such signs :i not exceed
3 feet in height and 27 feet in :idth and :i )e of simiar appearance and .uait0 as signs that
are ocated on the !pper 3ec% fascia of the /tadium as of the /ignature 3ate.
,ne E1F permanent sign ocated on the 1irst 3ec% fascia in /ection 172 of the 1irst 3ec%.
,ne E1F )anner sign simiar in si9e8 appearance and .uait0 to the )anner sign used )0
Raiders during the 2713#2714 "1L season8 ocated on the /econd 3ec% fascia in /ection 233 of
the /econd 3ec% at the top of the stair:a0s8 provided that such )anner sign sha not restrict or
interfere :ith an0 access :ithin the /tadium.
&dvertising dispa0ed on0 during Raiders; games on )anner signs at an0 ocation :ithin the
/tadium seating )o:8 provided that such )anner signs sha not in an0 :a0 o)scure or hinder the
visi)iit0 of an0 permanent advertising dispa0 signs in the /tadium or the vie:s from an0 seats
or suites in the /tadium8 and provided further that Licensor sha ensure that Raiders remove a
such )anner signs prompt0 after ever0 Raiders game unti the concusion of (ase)a /eason8
)ut such )anner signs need not )e removed during the period )et:een the concusion of (ase)a
/eason and three E3F caendar da0s after the ast Raiders game.
. "ot:ithstanding Paragraph 11.3.18 Licensee sha have the right to se and retain a
revenues for a signage :ithin the areas current0 %no:n as the (ar and Gri and East /ide -u)
for a Licensee Events8 and Licensor sha have the right to se and retain a revenues for a
signage :ithin those areas for a Licensor Events. /uch signage must )e temporar0 in nature and
capa)e of .uic% and efficient remova8 and each Part0 sha remove a such signage after its
respective event in sufficient time for the other Part0 to effective0 exercise its rights under this
su)paragraph EfF. &s used herein8 B(ar and GriC and BEast /ide -u)C mean8 respective08 a
areas inside the doors eading immediate0 into the /tadium (ar and Gri and East /ide -u).
Licensor Retained Ri!ts
Licensor*s Use of Score$oard Caps
3uring 2714 on0 and upon the pa0ment of 4:o $undred 4housand 3oars EH2778777.77F
to Licensee8 Licensor sha retain the excusive right to se advertising on and retain revenues for
the Interior 1acing Eas defined in Paragraph 44.13F portion of the B/core)oard -apsC appearing
as of the /ignature 3ate atop the "ortheast and /outheast score>video )oards. &fter 27148
Licensee sha have the right and a)soute discretion8 in connection :ith its seection and
instaation of the 3ispa0 E.uipment8 to %eep the /core)oard -aps8 insta a repacement
structure that is simiar to the /core)oard -aps Ethe B"e: -apsCF8 or to remove such the
/core)oard -aps entire0. 1or 271' and for each 0ear through the termination or the expiration of
the term Eas of the /ignature 3ateF of the existing ,.co. naming rights agreement8 if Licensee
%eeps the /core)oard -aps instaed8 Licensor ma0 extend its excusive right descri)ed a)ove
upon the pa0ment to Licensee of 4:o $undred 4housand 3oars EH2778777.77F per 0ear. If
Licensee instas "e: -aps8 Licensor ma0 eect to retain the excusive right to se and retain a
revenues reated to the Interior 1acing portion of the "e: -aps. If Licensor eects to o)tain such
rights8 Licensor sha pa0 Licensee such amount as the Parties sha negotiate in good faith for
the use of the Interior 1acing Portion of the "e: -aps for each 0ear through the termination or
the expiration of the term Eas of the /ignature 3ateF of the existing ,.co naming rights
agreement8 )ut in no event greater than 4:o $undred 4housand 3oars EH2778777.77F. When
the current term Eas of the /ignature 3ateF of the existing ,.co naming rights agreement either
terminates or expires8 the Parties :i negotiate reasona)e terms for the price of Licensor;s rights
to use the /core)oard -aps or an0 "e: -aps. Licensor ma0 :aive its rights to o)tain from
Licensee the use of the Interior 1acing portion of the /core)oard -aps or "e: -aps at an0 point
during the 4erm )0 providing :ritten notice to Licensee8 in :hich case Licensor :i )e reieved
of an0 future o)igation to pa0 Licensee and Licensee :i have the excusive right to se and
retain a revenues for the Interior 1acing portion of the /core)oard -aps or "e: -aps during the
remainder of the 4erm.
"ot:ithstanding an0 of the foregoing8 in no event sha Licensor have the right to se or
other:ise provide an0 advertising on the Interior 1acing portion of the /core)oard -aps or "e:
-aps to an0 entit0 other than its o:n /tadium naming rights partner.
Re"oval or Su$stitution of Score$oard Caps
4he Parties agree that if possi)e8 it is prefera)e to retain the /core)oard -aps. If Licensee
removes the /core)oard -aps and does not repace them :ith "e: -aps8 Licensee commits to
ocating and providing to Licensor for pass#through to the affected third#part0 aternative signage
ocations or other assets that provide reasona)0 e.uivaent vaue that is accepta)e to the
affected third#part0. If an0 such aternate signage ocations or other assets are not accepta)e to
the affected third#part08 Licensee commits to cooperate in good faith :ith Licensor and the
affected third#part0 in reaching a reasona)e ma%e#:hoe resoution.
+er"s, Conditions and Restrictions
. 4he advertising rights retained )0 Licensor herein are su)?ect to the foo:ing terms8
conditions and restrictionsA
4ermination of Rights
. 4he rights retained to Licensor in Paragraph 11.3.2 sha )e retained )0 Licensor on0 so
ong as Raiders pa0s "1L games in the /tadium and on0 so ong as Raiders is under a vaid
icense :ith Licensor or a Licensor &ffiiate regarding Raiders; occupation of the /tadium. If
Raiders cease to pa0 "1L games in the /tadium or if Raiders cease to have such vaid icense8
Licensee sha automatica0 )e granted excusive rights to such signage.
. Licensor ac%no:edges that Licensee is part0 to certain advertising agreements that
provide excusive rights :ithin defined categories. Licensor represents and :arrants that
it nor Raiders sha cause to )e dispa0ed an0 fixed signage advertising
an0 entit0 Eincuding an0 of such entities; affiiatesF that competes :ith an0 of the entities
isted :ithin the foo:ing categoriesA
A & )eer
and mat )everage
coas and a other
)everagesG EiiF fruit
productsG EivF :ater
and enhanced :aterG
Licensee sha notif0
Licensor once rights
EvF read0 to drin%
coffee productsG and
reated drin% mixes
card houses8 )ingo
faciities and other
-ree% -asino Resort
component parts or
su)sidiar0 of another
hand toos8 po:er
(ac% N 3ec%er
toos8 po:er too
industria toos8 too
chests and )oxes8
and other reated too
to focus primari0 on
the preparation and
serving of pi99a to
Licensee sha have the right to introduce ne: excusive
categories or to su)stitute different entities into the categories isted
a)ove upon :ritten notice to Licensor. Licensor sha aso ensure that
neither Licensor nor Raiders enter into an0 advertising agreement that
provides excusivit0 :ithin an0 categor0 of goods or services that
coud adverse0 affect Licensee;s advertising excusives :ithout first
o)taining Licensee;s prior :ritten approva.
. /u)?ect to Licensee;s o)igation to 2aintain and Repair the 3ispa0 E.uipment pursuant
to Paragraph 11.48 Licensor sha pa0 a costs associated :ith a dispa0 rights retained )0
Licensor8 incuding :ithout imitation a costs to 2aintain and Repair a such dispa0s.
Operation and Maintenance of Equipment and Displays
. Except for the advertising dispa0s reserved to Licensor8 Licensee sha operate8 2aintain
and Repair a advertising dispa0s and e.uipment ocated inside the /tadium8 incuding a
3ispa0 E.uipment ELicensee ma0 choose to repace and>or upgrade an0 of the advertising
dispa0s and e.uipment at its o:n expense8 incuding :ithout imitation an0 3ispa0 E.uipment8
)ut sha have no o)igation to do so not:ithstanding the definitions of B2aintainC and BRepairC
in Paragraphs 44.1+ and 44.34 respective0F.
. Licensee sha operate the 3ispa0 E.uipment for a Licensor Events and ma0 charge
Licensor for Licensee;s provision of a reasona)e num)er of .uaified and competent operators
and for an0 expenses due to Licensor#re.uested additiona :or% Esuch as expenses in connection
:ith the instaation of "1L#driven initiativesF. Licensee;s charges for the operators sha not
exceed its direct costs Eincuding :ithout imitation :age rates8 pa0ro taxes8 pensions8 fringe
)enefits8 and an0 other amounts re.uired under appica)e a:F.
Licensor :i pa0 such charges after receipt of an invoice8 detaiing a expenses incuding8
:ithout imitation8 Licensee;s direct costs.
Installation and Alteration of New Equipment and Displays
. Licensee sha have the right8 at its soe cost and expense8 to insta ne: advertising
e.uipment and dispa0s :ithin the /tadium8 incuding the 3ispa0 E.uipment8 provided that8
su)?ect to Paragraph 3*8 Licensee sha comp0 :ith a a:s Eincuding a appica)e -it0
ordinancesF in connection :ith such instaation. If Licensee;s ne: advertising e.uipment or
dispa0s :i materia0 ater an0 part of the /tadium 2aintained )0 Licensor pursuant to
Paragraph '.+.3.18 then Licensee sha o)tain the prior :ritten approva of Licensor. Licensor
sha have the right to utii9e its o:n empo0ees or independent contractors seected )0 Licensor
to prepare the existing structure of the /tadium for the instaation of the ne: e.uipment and
dispa0s8 :ith Licensee to pa0 the reasona)e cost thereof prompt0 after demand. Licensee sha
have the right to designate the persons or entities to insta Licensee;s ne: e.uipment and
dispa0s in the /tadium. Licensee sha pa0 a costs to remove an0 such signage and to Repair
an0 corresponding damage to the /tadium upon an0 of the foo:ingA EaF the expiration of this
License )ut on0 if the /tadium is schedued to )e used su)stantia0 for the same purposes after
such expiration8 E)F the termination of this License )0 Licensee under Paragraph +.2.18 or EcF the
termination of this License )ased on Licensee;s defaut hereunder8 or EdF Licensor;s re.uest
outside of an0 (ase)a /eason )ased on a reasona)e8 good faith demand from the Raiders for
remova )ecause such e.uipment and>or dispa0s interfere :ith the Raiders; rights and operations
under their icense :ith Licensor so ong as8 )efore presenting such a demand8 the Raiders have
first o)tained the Licensor;s assent to their ma%ing the demand8 :hich assent sha on0 )e given
reasona)0 and in good faith.8 provided that this su)paragraph EdF sha not app0 if Licensee
o)tains Licensor;s :ritten pre#approva )efore instaing an0 item covered )0 this Paragraph
Term of Advertising Agreements
. Licensee sha not enter into an0 agreement for the dispa0 of advertising :ithin the
/tadium that irrevoca)0 provides such advertising for time periods )e0ond the 4erm.
Content of Advertising
. Licensee sha ensure that an0 advertising dispa0s caused )0 it to appear in the /tadium
:i not )e of the nature that :i )ring disrepute8 shame or oppro)rium upon Licensor8 the -it0
of ,a%and or the -ount0 of &ameda. Licensor sha ensure that the form and content of an0
advertising in the /tadium sod or other:ise provided )0 or through Licensor or Raiders :i not
)e of the nature as coud reasona)0 )ring disrepute8 shame or oppro)rium upon Licensee or
Licensee and Licensor8 as the case ma0 )e8 sha cause to )e removed an0 dispa0s that
vioate this Paragraph 11.+.
. 4he current name of the /tadium is ,.co -oiseum. /u)?ect to Paragraph 11.3.38 Licensor
sha have the right to dispa0 the name of the /tadium :here the name is current0 dispa0ed on
the capitas ad?acent to the score)oard Ethe B/core)oard -apsCF and at an0 ocations at the
/tadium or in or outside of the -ompex not specifica0 reserved to Licensee. Licensee sha
have no right to an0 revenue generated )0 sae of the name to the /tadium or to an0 part of the
-ompex8 except as derived )0 Licensee pursuant to its rights under Paragraphs 4.+.1 and 11.3.3.
/u)?ect to Licensee;s right of approva8 Licensor reserves the right to rename the /tadium during
the 4erm. Licensee;s approva of an0 proposed name change sha not )e unreasona)0 :ithhed
E)ut Licensee ma0 in a instances :ithhod such approva in the event of a confict :ith
Licensee;s advertising excusivities and>or 2L( Rues and ReguationsF. In response to an0
:ritten re.uest from Licensor for approva of a proposed name change8 a response must )e
provided in :riting :ithin t:ent0 E27F da0s of Licensee;s receipt of such re.uest8 and if no
time0 response is provided )0 Licensee8 Licensee sha )e deemed to have consented to the
proposed name change. Licensee agrees to refer to the /tadium )0 such name and to use its )est
efforts to cause its agents8 empo0ees8 )roadcasters8 advertisers and su)icensees to use such
name :hen referring to the /tadium.
Food and Beverage
. Licensee sha provide a reasona)e seection of good .uait0 food and )everage at
reasona)e prices esta)ished )0 Licensee8 after consutation :ith Licensor. Prices sha )e
deemed reasona)e if such prices are :ithin the range of prices charged in simiar sports faciities
in -aifornia. 1ood and )everage provided )0 Licensor during Licensor sponsored events in the
/tadium sha )e provided )0 and purchased from the food and )everage concessionaire of
Licensee. If Licensor reasona)0 determines that the price and>or .uait0 of the food and
)everage provided )0 Licensee;s concessionaire is not compara)e to that provided )0
competitive caterers8 Licensee8 after receipt of ade.uate detais from Licensor and after
consutation :ith Licensor8 sha use its )est efforts under the terms of its icense :ith its
concessionaire to ensure that the price and>or .uait0 of the food and )everage provided to
Licensor is in accordance :ith the foregoing standards.
. Licensee sha have excusive contro over the provision of a food and )everage in the
/tadium8 incuding :ithout imitation for a Licensor Events and incuding8 su)?ect to Paragraph
12.18 the seection of a food and )everage items sod in the /tadium and a pricing.
. Licensee sha receive and retain a concessions revenues received from the sae of food
and )everage at Licensee Events. Licensor sha receive and retain a concessions revenues from
the sae of food and )everage at Licensor Events8 except that Raiders sha receive and retain a
concessions revenues from the sae of food and )everage at Raiders; "1L games.
. 4he Parties ac%no:edge that Licensee has contracted :ith ,vations 1anfare8 L.P. to
provide concessions services for a Licensee Events and Licensor Events through 3ecem)er 318
271*. Licensee has the right under this License to extend that contract through the end of the
4erm. If Licensee eects to retain a ne: concessionaire Eor su)se.uent concessionaires8 as the
case ma0 )eF8 it sha notif0 and consut :ith Licensor on such retention8 )ut Licensee sha have
a)soute discretion to negotiate a contract :ith the ne: concessionaire for a term mutua0
agreea)e to the Parties.
. Licensee sha prepare8 provide and distri)ute8 at its expense8 a tic%ets of admission to
Licensee Events at such prices and on such terms as Licensee determines in its soe discretion.
. Licensee sha retain a revenues coected from its sae of tic%ets and tic%et#reated
. Licensor here)0 icenses a stadium )oxes to Licensee for Licensee;s use or su)icense
during Licensee Events8 except those stadium )oxes occupied as of the /ignature 3ate )0
Licensor8 the -it0 of ,a%and8 the -ount0 of &ameda and Raiders8 :hich Licensee
ac%no:edges are assigned to and ma0 )e used )0 those respective parties for a Licensee
Events. /u)?ect to appica)e a:8 Licensee sha provide to Licensor8 the -it0 of ,a%and and
-ount0 of &ameda8 respective08 tic%ets for a Licensee Events in the respective stadium )oxes.
1or the Raiders; stadium )oxes on08 Licensor sha pa0 Licensee an0 amounts that Licensee
must pa0 to 2L( or an0 other entit0 for the cost of the under0ing tic%ets for Raiders; stadium
Oakland A`s Owners` Suite
. In addition to the rights granted under Paragraph 14.18 Licensor here)0 provides Licensee8
throughout the 4erm and for a events occurring in the /tadium8 the excusive right to use and
su)icense the B,:ners; /uiteC occupied )0 Licensee as of the /ignature 3ate.
Special Use Stadium Boxes
. 4he stadium )oxes reserved as of the /ignature 3ate for use for Licensee Event#reated
purposes8 incuding )0 Licensee or )0 individuas :ith proper press credentias8 sha continue to
)e so reserved throughout the 4erm.
Licensee`s Sublicense of Stadium Boxes
. Licensee ma0 su)icense the stadium )oxes icensed to it for Licensee Events at prices
determined )0 Licensee in its a)soute discretion and sha %eep a revenues derived therefrom.
. /u)?ect to Paragraph 14.28 Licensor sha have the excusive right to icense the stadium
)oxes for a events other than Licensee Events8 )ut sha offer Licensee;s )ase)a )oxhoders a
first option for a such events except Raiders games.
. "othing herein sha )e deemed to provide Licensor an0 right :hatsoever to use an0 2L(
name8 ogo8 em)em or insignia8 names8 :ord mar%s8 ogos8 uniform designs8 mascots8 images8
coors and coor com)inations8 trade dress8 characters8 s0m)os8 designs8 i%enesses and>or visua
representations of an0 2L( Entit0 or 2a?or League -u)8 o:ned8 controed8 first used and>or
appied for or registered :ith the !nited /tates Patent and 4rademar% ,ffice )0 an0 2L( Entit0
or 2a?or League -u)8 as the case ma0 )e Ecoective08 B2L( 2ar%sCF.
&c%no:edges8 represents and covenants8 as the case ma0 )e8 that EiF the 2L( 2ar%s
Eincuding8 :ithout imitation8 a Licensee mar%sF are of a proprietar0 natureG EiiF a rights8 tite
and interest in and to the 2L( 2ar%s )eong to the appica)e 2L( Entit0G EiiiF Licensor has not
made and :i not ma%e an0 unauthori9ed use of the 2L( 2ar%s and an0 such use :oud
re.uire a icense from the appica)e 2L( Entit0 or 2a?or League -u)G EivF an0 use that
Licensor has made or :i ma%e of the 2L( 2ar%s has not conferred8 and :i not confer8 an0
rights or )enefits on Licensor in respect thereof8 and an0 such rights or )enefits inure to the
appica)e 2L( Entit0G EvF the 2L( 2ar%s have ac.uired a secondar0 meaning in the minds of
the genera pu)icG EviF the good:i associated :ith the 2L( 2ar%s has great vaue and such
good:i )eongs excusive0 to the appica)e 2L( Entit0G and EviiF Licensor sha not8 during
the 4erm or thereafter8 attac% the rights8 tite or interest of the appica)e 2L( Entit0 in or to the
2L( 2ar%s8 incuding the vaidit0 of the rights granted hereunder or use an0 eement of such
rights :ithout 2L(;s express :ritten consent.
&c%no:edges the proprietar0 nature of a cop0right rights that are o:ned8 controed or
icensed )0 Licensee incuding8 :ithout imitation8 a accounts8 descriptions8 radio )roadcasts8
teevision )roadcasts and streamed versions of a Licensee Events. Licensor here)0 covenants
that it :i not use an0 of the foregoing :ithout the prior :ritten consent of Licensee.
Represents and :arrants that it :i not conduct in the future an0 promotions8 tic%et
givea:a0s8 contests or s:eepsta%es reating to or associated :ith Licensee8 4eam or an0 other
2a?or League -u) or 2L( Entit0 :ithout o)taining the prior :ritten consent of Licensee.
. Licensee ac%no:edges Licensor;s o:nership of and rights in Licensor;s name8
trademar%s8 tradenames8 service mar%s8 ogos8 em)ems8 insignias and other identification Ethe
BLicensor 2ar%sCF. & rights to use or icense the Licensor 2ar%s8 ho:ever8 are controed )0
Licensee on an excusive )asis to the extent that such use in an0 :a0 reates to or is in
connection :ith 2L(8 Licensee or 4eam. "othing herein8 ho:ever8 sha )e interpreted to imit
Licensor;s right to use or icense the Licensor 2ar%s in an0 other manner.
Use of Stadium/Complex Names and Images
. & rights to use or icense a names and images of the /tadium and the -ompex Eas the0
are named and exist no: and as the0 sha )e named and exist at an0 point during the 4ermF are
controed )0 Licensee on an excusive )asis so ong as said use invoves some expicit8 featured
association :ith 4eam8 2L(8 an 2L( game8 or an0 event or activit0 that is reated to 2L(8
Licensee or 4eam Ean B2L(#reated associationCF. (0 :a0 of iustration and :ithout imitation8
each of the foo:ing :oud )e among Licensee;s excusive rights to use or icenseA EiF an0 use
of the /tadium and>or -ompex names or images :ith an0 trademar%8 service mar% or other
inteectua propert0 proprietar0 to 4eam or 2L( or an0 of their respective affiiated entitiesG EiiF
an0 product8 or an0 photograph or image of the /tadium and>or -ompex ta%en during the 2L(
season featuring the interior of the /tadium sho:ing a )ase)a fied in :hoe or in part8 :here
the product8 photograph or image features a 4eam or 2L( ogo8 insignia or trademar%8 or
other:ise :oud create a cear association :ith the 4eam or 2L(G and EiiiF images of the
/tadium featuring an0 )ase)a personne and>or the coors green and>or 0eo:. "othing herein
sha )e interpreted to imit Licensor;s right to use or icense names and images of the /tadium in
connection :ith noncommercia items8 so ong as such use8 if made )0 Licensee :oud not
vioate the terms and conditions of an0 2L( Rues and Reguations. (0 :a0 of iustration8
appare8 cups8 mugs and other )everage vesses8 posters8 prints8 postcards and other consumer
products are considered commercia items.
Only Upon Consent
. Except as express0 provided in this Paragraph 1*.18 neither Part0 ma0 assign or transfer
an0 of its rights or o)igations hereunder :ithout the prior :ritten consent of the other Part0 and
an0 attempt )0 either Part0 to do so sha )e void and of no force and effect :hatsoever8 and sha
constitute a )reach of this License. "o consent of Licensor sha )e re.uired in order to assign or
transfer an0 of Licensee;s rights or o)igations under this License in connection :ith the sae or
transfer of 4eam to a third part0 or transfer of 4eam or assets to a Licensee &ffiiate. "o consent
of Licensee sha )e re.uired for Licensor to ma%e an0 assignment that ma0 )e necessar0 in
order to effectuate a Raiders -onstruction Pan or an0 other redeveopment8 sae or disposition of
a or an0 portion of the -ompex )0 Licensor. Provided8 ho:ever8 that not:ithstanding an0
assignment )0 Licensor for purposes of impementing a Raiders -onstruction Pan8 the &uthorit0
sha remain the operator of the /tadium and -ompex and under no circumstances sha an0
third#part0 deveoper or other assignee )e granted the a)iit0 to exercise operationa rights coud
interfere :ith Licensee;s a)iit0 to ma%e fu use of the /tadium as permitted under this
&greement unti termination under Paragraph +.2.2 actua0 ta%es effect. & of the Parties;
respective duties and o)igations under this License sha )e )inding upon and inure to the
)enefit of the heirs8 devisees8 successors in interest and permitted assignees of each of the Parties
hereunder. &n0 proposed assignment8 sae or transfer )0 either Part0 that re.uires the other
Part0;s consent sha )e conditioned on the proposing Part0 pa0ing a reasona)e ega and
accounting fees and a reasona)e transactiona costs and expenses incurred )0 the other Part0 in
granting its approva8 and to the proposed assignee assuming a the o)igations of the proposing
Part0 hereunder in form accepta)e to the other Part0.
"ot:ithstanding an0 other provision hereof8 Licensee ma0 conve08 pedge8 encum)er or
grant securit0 interests in or other:ise transfer a or an0 portion of its rights8 tites and )eneficia
interests under this License in favor of a singe ender or a group of enders soe0 in connection
:ith Licensee;s deaings :ith such enderEsF. Licensee sha remain the responsi)e counterpart0
to Licensor under this &greement not:ithstanding an0 such conve0ance8 pedge8 encum)rance or
grant of securit0 interests8 and no such transfer sha serve to extinguish8 diminish or other:ise
ater an0 of the Parties; rights or o)igations under this License except to the extent other:ise
consented to in :riting )0 Licensor. If8 and to the extent necessar0 to effectuate an0 conve0ance8
pedge8 encum)rance or grant of securit0 interests hereunder8 a :ritten consent from Licensor is
re.uested )0 the ender or enders8 Licensor agrees :or% in good faith :ith Licensee and the
ender or enders to negotiate a form of agreement satisfactor0 to Licensor )ut sha not )e
o)igated to accept terms imposed )0 Licensee;s ender or enders.
DAMAGE AND DESTRUCTION
Major Damage - Repairable
. In the event of the damage or destruction of the /tadium so that Licensee cannot
reasona)0 use the /tadium for $ome Games8 and there are insurance proceeds avaia)e to
Licensor to pa0 eight0 percent E57IF or more of the cost of repairing the damage8 such repairs
can )e performed under appica)e governmenta a:s8 rues and ordinances8 the design and
construction :or% can )e reasona)0 competed :ithin eighteen E15F months after the date of
damage8 and :i ena)e 4eam to pa0 at east one compete (ase)a /eason at the /tadium
during the remaining 4erm as the same ma0 )e extended )0 mutua agreement of the Parties8 and
Licensor deivers notice to Licensee :ithin one hundred t:ent0 E127F da0s of the date of damage
that such repairs can )e so competed8 then this License sha remain in fu force and effect8 and
Licensee sha have no ia)iit0 to pa0 an0 fees or perform its other o)igations hereunder :ith
respect to the /tadium during an0 such period :hen Licensee is una)e to use the /tadium8 and
Licensor sha refund to Licensee a portion of annua fees under Paragraph 5.1 aread0 paid )0
Licensee )ased on the rights ost )0 Licensee as a resut of the damage and repairs. Licensor
sha coect and expend a funds re.uired to repair the damage at the eariest possi)e date.
3uring the period that the damage is )eing repaired and Licensee cannot reasona)0 use the
/tadium for $ome Games8 Licensee sha have the right to pa0 $ome Games in an0 other one or
more compara)e stadiums ocated in the Licensee;s $ome 4eevision 4erritor0 and accepta)e to
2L( or8 if no such stadium is avaia)e on commercia0 reasona)e terms8 then in the stadium
avaia)e as cose to Licensee;s $ome 4eevision 4erritor0 as is reasona)0 possi)e and
accepta)e to 2L( that is avaia)e on commercia0 reasona)e terms for use )0 Licensee unti
the /tadium is again read0 to )e used for $ome GamesG provided8 ho:ever8 that the Parties
ac%no:edge that 2L( ma0 reocate affected $ome Games to the stadiums of the 4eam;s
respective opponents. /u)?ect to an0 scheduing re.uirements of 2L(8 and su)?ect to the repairs
)eing reasona)0 accepta)e to 2L(8 Licensee sha recommence pa0ing $ome Games in the
/tadium from the date specified )0 Licensor in a :ritten notice deivered at east thirt0 E37F da0s
)efore the first $ome Game to )e pa0ed in the /tadium stating that the repair :or% has )een
competed to the extent :here the /tadium can reasona)0 )e used for Licensee;s $ome Games.
Major Damage - Not Repairable
. In the event of damage or destruction of the /tadium so that Licensee cannot reasona)0
use the /tadium for $ome Games8 and there are no insurance proceeds avaia)e8 or insurance
proceeds are avaia)e )ut are ess than eight0 percent E57IF of the cost of repairing the damage8
or the repairs cannot )e performed under appica)e governmenta a:s8 rues and ordinances8 or
the design and construction :or% cannot )e reasona)0 competed :ithin eighteen E15F months
after the date of the damage8 then for a period of thirt0 E37F da0s after the facts regarding the
insurance proceeds and governmenta a:s are %no:n to Licensor E:hich Licensor sha
prompt0 communicate to LicenseeF )ut in no event more than 127 da0s foo:ing the date of
damage8 Licensor sha have the right8 exercised )0 :ritten notice to Licensee :ithin such period
to terminate this License or to %eep the License in force and proceed to repair the damage at
Licensor;s cost. If Licensor fais to notif0 Licensee of its eection :ithin the 37#da0 period then
Licensor sha )e deemed to have terminated the License at Licensee;s eection and immediate
notice to Licensor. If Licensor eects to repair the damage and the :or% cannot reasona)0 )e
competed or in fact is not competed :ithin eighteen E15F months after the date of the damage8
then Licensee :ithin thirt0 E37F da0s after notification from Licensor of its eection to repair the
:or% Eif the repairs cannot )e reasona)0 competed :ithin eighteen E15F monthsF or :ithin thirt0
E37F da0s of Licensee )eing notified Eif the repair :or% :i not )e competed :ithin the eighteen
E15F monthsF that the :or% :i not )e competed :ithin the eighteen E15F months8 sha have the
right to terminate this License )0 :ritten notice to Licensor. If Licensor eects to repair the
damage8 then the provisions of Paragraph 1+.18 deaing :ith the repairs and 1+.3 deaing :ith the
o)igations of Licensee during and after the repairs are made8 sha app0.
4o the extent that Licensee has paid annua fees in advance under Paragraph 5.2 for the
right to use the /tadium8 and as a resut of 2a?or 3amage8 that use is no onger possi)e during
such .uarter8 Licensee sha )e entited to a pro rata refund or credit of fees for the num)er of
months remaining in the .uarter for :hich Licensee has paid fees. 3uring the time period
)eginning :ith the damage and destruction through either the re#opening of the /tadium or
termination of this License8 Licensee sha have no ia)iit0 to pa0 an0 fees or perform its other
o)igations hereunder :ith respect to the /tadium.
Less Than Major Damage
. In the event of damage or destruction of the /tadium and there has not )een a materia
reduction of the seating and>or par%ing capacit0 and the pa0ing fied can )e configured to meet
2L( standards so Licensee can reasona)0 continue to use the /tadium for $ome Games8 then
Licensor at its cost sha prompt0 repair the damage to the extent possi)e under appica)e a:s
and sha do a acts re.uired to protect users of the /tadium from an0 ha9ards created )0 the area
damaged or the repair :or%. 3uring the period of an0 such repairs Licensor sha continue to
perform a of its o)igations hereunder and to the extent areas of the /tadium are used )0
Licensee sha use its )est efforts to provide temporar0 additiona areas in the /tadium or
-ompex :here Licensee can continue to perform the activities previous0 engaged in the
damaged areas. In the event Licensor is una)e to reasona)0 provide sufficient temporar0 areas8
it sha )e Licensee;s responsi)iit0 at its cost to o)tain such faciities as are re.uired outside the
-ompex. Licensee;s o)igations to pa0 fees for such unusa)e areas sha )e reduced on a pro
rata )asis8 and Licensee;s other o)igations hereunder :ith respect to such unusa)e areas sha
)e a)ated8 unti the date repairs have )een competed.
. Licensor;s o)igation to repair an0 damage sha not reieve Licensee of an0 ia)iit0 to
pa0 to Licensor8 :hether or not Licensor is re.uired to repair the damage8 the cost of repairing
an0 damage to the extent caused )0 the negigence or :ifu misconduct of Licensee or its
o:ners8 empo0ees8 agents8 or contractors.
Property Owned by Licensee
. &n0 propert0 o:ned )0 Licensee that is damaged or destro0ed sha )e repaired or
repaced at the cost of Licensee and Licensor sha have no ia)iit0 for such costs uness such
damage or destruction :as caused )0 the negigence or :ifu misconduct of Licensor or
Licensor;s empo0ees or agents.
. Licensor must o)tain8 and continuous0 maintain8 at its o:n expense8 the foo:ing
. Wor%ers; -ompensation insurance in compiance :ith state statutor0 a:s8 incuding
Empo0ers; Lia)iit0 :ith minimum imits ofA
H187778777 Each &ccidentG
H187778777 3isease # Each Empo0eeG
H187778777 3isease # Poic0 Limit
. &n Insurance /ervices ,ffice occurrence )ased -ommercia Genera Lia)iit0 Insurance
Poic08 incuding )ut not imited to contractua ia)iit08 persona in?ur0 ia)iit08 advertising
in?ur0 ia)iit0 and products>competed operations ia)iit0 coverage :ith minimum imits ofA
H1 miion Each ,ccurrenceG
H2 miion Genera &ggregateG
H2 miion Products>-ompeted ,perations &ggregate.
Auto"o$ile Lia$ility .nsurance
. -ommercia &utomo)ie Lia)iit0 Insurance8 covering o:ned8 non#o:ned8 eased or hired
automo)ies8 :ith a minimum com)ined singe imit of H1 miion Each &ccident.
U"$rella Lia$ility .nsurance
. !m)rea Lia)iit0 Insurance8 in excess of the imits a)ove8 :ith minimum imits ofA
H'787778777 Each ,ccurrence
H'787778777 Genera &ggregate
~All Risk¨ Insurance
. Propert0 insurance on an a ris% )asis Eincuding coverage for -ertified &cts of 4errorism
as defined )0 and made avaia)e )0 the 4errorism Ris% Insurance Program Reauthori9ation &ct
E4RIPR&FF for the -ompex and a improvements at an0 time situated upon or forming part of
the -ompex :ith overa coverage imits on a repacement cost )asis and su)#imits in amounts
that are customar08 as esta)ished using an appropriate industr0 standard pro)a)e maximum oss
ana0sis Eas ong as the su)#imits are BCcommercia0 reasona)0 avaia)eC as ?oint0
determined )0 Licensee and LicensorF.
. & insurance poicies must )e issued )0 an admitted insurance carrier :ith an &.2. (est
rating of &#=III or )etter. Licensee and each of its su)sidiaries or affiiated entities8 an0 entit0
:hich8 no: or in the future8 contros8 is controed )08 or is under common contro :ith
Licensee8 and its and their directors8 officers and empo0ees EB&dditiona InsuredsCF must )e
named as &dditiona Insureds under the -ommercia Genera Lia)iit0 Eusing I/, 1orm -G
2717 or its e.uivaentF8 and -ommercia &utomo)ie Lia)iit0. and !m)rea Lia)iit0 Poicies.
& ia)iit0 insurance poicies must contain -ross Lia)iit0 Endorsements8 or their e.uivaents.
4he Genera Lia)iit0 poic0 sha incude no third#part0#over action excusions or simiar
endorsements or imitations. "o poic0 sha contain a deducti)e in excess of H2'8777 and
an0>a deducti)es sha )e the soe responsi)iit0 of Licensor and sha not app0 to Licensee.
& poicies sha )e endorsed to provide a :aiver of su)rogation in favor of the &dditiona
Insureds. & poicies sha )e endorsed to provide that in the event of canceation8 non#rene:a
or materia modification8 Licensee sha receive at east thirt0 E37F da0s :ritten notice thereof.
Licensor sha furnish Licensee :ith certificates of insurance evidencing compiance :ith a
insurance provisions noted a)ove prior to the /ignature 3ate and annua0 at east ten E17F da0s
prior to the expiration of each re.uired insurance poic0.
Licensee sha continuous0 maintain sufficient commercia insurance :ith respect to
pu)ic ia)iit0 exposure and for its properties and )usiness against oss or damage of the %inds
customari0 insured against )0 other 2L( cu)s8 of such t0pes and in such amounts as are
customari0 carried )0 other cu)s2a?or League -u)s and providing that Licensee :i
endeavor to provide not ess than 1' da0s; prior notice to Licensor of termination8 apse or
canceation of such insurance. Licensor ac%no:edges that some or possi)0 a of Licensee;s
o)igations hereunder ma0 )e addressed )0 Licensee;s participation in the eague#:ide
insurance faciit0 sponsored )0 2L(. Regardess of the extent of the insurance coverages
provided to Licensee under said program8 Licensee sha have a separate and independent
o)igation hereunder to maintain at a times during the 4erm minimum insurance coverage
e.ua to the coverages and poic0 imits set forth in Paragraphs 15.1.18 15.1.28 15.1.38 and 15.1.4
and -omprehensive Propert0 Insurance :ith minimum imits of H287778777 per occurrence and
H'87778777 annua aggregate and providing that the -it0 -ounci mem)ers8 directors8 officers8
agents8 empo0ees and vounteers and the -ount0 are named as &dditiona Insureds.
Mutual Release and Waiver of Subrogation
. Licensor and Licensee8 on )ehaf of themseves and a others caiming under them
Eincuding an0 insurerF :aive a caims8 demands8 or rights of indemnit0 that either of them
ma0 have against the other Eincuding a rights of su)rogationF arising out of damage to an0
propert08 rea or persona8 incuding the /tadium and>or -ompex8 resuting from fire or other
casuaties that ma0 )e covered )0 the Parties; respective insurance poicies re.uired hereunder8
no matter :hat the cause thereof ma0 )e. 4he Parties :aive their respective rights8 as set forth
herein8 )ecause ade.uate insurance is to )e maintained )0 each of them to protect themseves
against a such casuaties and the0 have o)tained or agree to o)tain from their insurance
carriers appropriate B:aiver of su)rogationC provisions in a such poicies of insurance.
Certificate of Insurance
. Each Part0 sha furnish to the other8 not ater than "ovem)er 1st of each 0ear8 a
certificate or certificates of insurance evidencing that EiF the insurance poicies re.uired under
this Paragraph 15 are in fu force and effect8 incuding :ithout imitation coverage of a
operations and premises to )e used8 incuding the Par%ing &reas8 and EiiF such Part0 carries
:or%ers; compensation insurance as re.uired under this Paragraph 15.
Indemnification by Licensee
. 4o the fuest extent permitted )0 appica)e a:8 Licensee sha indemnif08 defend8 pa0
and hod harmess Licensor8 -it0 and -ount0 and their respective officers8 agents8 and
empo0ees8 and each of their respective successors and assigns Ecoective08 BIndemnified
Licensor PartiesCF for8 from and against an0 and a Lia)iities8 incuding for an0 (odi0 In?ur0 or
Propert0 3amage8 :hatsoever arising direct0 out of or resuting from the foo:ingA EaF
Licensee;s materia )reach of this LicenseG E)F the negigent acts or omissions of Licensee or its
agents8 contractors or empo0ees occurring in8 on or a)out the /tadium or -ompexG
EcF negigence or :ifu misconduct in connection :ith the instaation8 faiure8 mafunction
or other occurrence attri)uta)e to the 3ispa0 E.uipment or the 3ispa0 E.uipment Pro?ectG or
EdF negigence or :ifu misconduct in connection :ith the use8 occupanc0 or operation )0
an0 of the Indemnified Licensee Parties of an0 part of the /tadium or -ompexG provided that
such indemnit0 sha not app0 to the extent an0 such Lia)iities are caused )0 the negigence or
:ifu misconduct of the Indemnified Licensor Parties nor to the extent the Indemnified
Licensor Parties have express0 underta%en the o)igation to indemnif0 Licensee for such
Lia)iities pursuant to the terms of this License. "ot:ithstanding an0 provisions herein to the
contrar08 the o)igations of the Licensee under this Paragraph 16.1 sha survive the expiration of
the 4erm or an0 earier termination of the License.
Indemnification by Licensor
. 4o the fuest extent permitted )0 appica)e a:8 Licensor sha indemnif08 defend8 pa0
and hod the Indemnified Licensee Parties Eas defined in Paragraph 3.2F harmess for8 from and
against an0 and a Lia)iities8 incuding for an0 (odi0 In?ur0 or Propert0 3amage8 :hatsoever
arising direct0 out of or resuting from the foo:ingA
EaF Licensor;s materia )reach of this LicenseG
E)F the negigent acts or omissions of Licensor8 or Licensor;s agents8 contractors or
empo0ees occurring in8 on or a)out the /tadium or -ompexG or
EcF negigence or :ifu misconduct in connection :ith the o:nership8 use8 occupanc0 or
operation )0 an0 of the Indemnified Licensor Parties of an0 part of the /tadium or -ompexG
provided that such indemnit0 sha not app0 to the extent an0 such Lia)iities are caused )0
the negigence or :ifu misconduct of the Indemnified Licensee Parties nor to the extent the
Indemnified Licensee Parties have express0 underta%en the o)igation to indemnif0 Licensor for
such Lia)iities pursuant to the terms of this License. "ot:ithstanding an0 provisions herein to
the contrar08 the o)igations of the Licensor under this Paragraph 16.2 sha survive the
expiration of the 4erm or an0 earier termination of the License.
. 4he Part0 to :hom indemnification is o:ed EBIndemnified Part0CF sha give :ritten
notice to the Part0 re.uired to provide indemnification under this License EBIndemnif0ing Part0CF
of an0 action or proceeding for :hich indemnification is sought and the Indemnif0ing Part0 Eat
its expenseF sha assume the defense of an0 caim E:ith counse reasona)0 satisfactor0 to the
Indemnified Part0 and :ith the Indemnified Part0 having the right8 at its expense8 to ?oin in an0
such action or proceedingF. 4he Indemnif0ing Part0 sha not consent to a settement or entr0 of
an0 ?udgment8 a:ard or order E1F :ithout the Indemnified Part0;s consent8 that coud affect the
inteectua propert0 rights or other )usiness interests of the Indemnified Part0 or E2F that does
not incude an unconditiona reease Eincuding reease under -aifornia -ivi -ode /ection 1'42
or other anaogous a:F from a ia)iit0 :ith respect to such caim or itigation.
Obligation Reduced by Other Recovery
. &n Indemnif0ing Part0;s dut0 to pa0 an indemnit0 caim sha8 in each instance8 )e
reduced )0 the amount8 if an08 that the Indemnified Part0 recovers from an0 third part08
incuding )ut not imited to as a resut of the Indemnified Part0 exercising its rights as a third
part0 )eneficiar0 under another agreement or of receiving insurance proceeds in connection :ith
such indemnit0 caim. 4he intent of this provision is that the Indemnified Part0 )e made as :hoe
as possi)e :ithout receiving a :indfa.
TAXES, ASSESSMENTS AND OTHER IMPOSITIONS
Taxes and Assessments
. With respect to taxes8 assessments8 fees8 charges or other impositions Ecoective08
BImpositionsCF appica)e to or imposed on the /tadium8 -ompex or an0 other matters that are
the su)?ect of this LicenseA
Property +axes and Assess"ents
. 4he Parties ac%no:edge and agree that the appropriate -it0 of ,a%and or -ount0 of
&ameda entit0 sha pa0 an0 and a rea propert0 Impositions incuding8 :ithout imitation8
an0 transaction priviege tax or other simiar Imposition Ecoective08 BRea Propert0 4axesCF
no: or in the future evied8 assessed or other:ise pa0a)e in respect of the /tadium or -ompex
or an0 part thereof. Licensee sha have no responsi)iit0 for an0 Rea Propert0 4axes.
Licensee*s Responsi$ility to Pay All +axes
. Licensee sha pa0 and is responsi)e for a federa8 state8 -it0 of ,a%and and -ount0 of
&ameda Impositions8 incuding a income8 saes and use taxes8 pa0a)e on account of revenues
reserved to or retained )0 Licensee from the operationa and use rights granted to8 and exercised
)08 Licensee under this License.
. Licensee ma0 deduct from its icense fees or other amounts o:ed to Licensor an0
amounts paid )0 Licensee for an0 Imposition that is ne:0 evied8 assessed8 or enforced upon
Licensee or its operations )0 either the -it0 of ,a%and or the -ount0 of &ameda8 or )oth8 after
the /ignature 3ate Ei.e. that :as not evied8 assessed8 or enforced as of the /ignature 3ateF.
Provided8 ho:ever8 that Licensee ma0 not deduct an0 such ne: Impositions that are appica)e
on a non#discriminator0 )asis throughout -it0 and>or -ount08 as appica)e8 and that do not
target Licensee;s operations in a specific manner Efor exampe8 Licensee :oud remain a)e to
deduct a ne: -it0 tic%et tax specific to professiona )ase)a or professiona sports even if such
tax )0 its pain anguage appies throughout the -it0F. "othing in this Paragraph 27.2 sha )e
interpreted to diminish or detract from an0 po:er of the -it0 or the -ount0 to impose taxes8
assessments or fees or to immuni9e Licensee from its o)igation to pa0 such taxes8 assessments
or fees8 incuding )ut not imited to an0 appica)e par%ing taxes pa0a)e )0 Licensee direct0 to
the appica)e taxing authorit0.
LICENSEE`S INSOLVENCY OR BANKRUPTCY
Without imitation8 Licensee sha )e in defaut under this License ifA EaF Licensee sha
admit in :riting its ina)iit0 to pa0 its de)ts as the0 matureG E)F Licensee sha ma%e an
assignment for the )enefit of creditors or ta%e an0 other simiar action for the protection or
)enefit of creditorsG EcF Licensee sha give notice to an0 governmenta )od0 of insovenc0 or
pending insovenc08 or suspension or pending suspension of operationsG EdF Licensee sha fie a
vountar0 petition in )an%ruptc0 or sha )e ad?udicated )an%rupt or insoventG EeF Licensee sha
fie an0 petition or ans:er see%ing an0 reorgani9ation8 arrangement8 composition8 read?ustment8
i.uidation8 dissoution of other simiar reief for itsef under an0 present or future appica)e
federa8 state or other statute of a: reative to )an%ruptc08 insovenc0 or other reief for de)torsG
EfF a court of competent ?urisdiction sha enter an order8 ?udgment or decree approving a petition
fied against Licensee see%ing an0 reief descri)ed in the preceding cause EeF8 and E1F Licensee
ac.uiesces in the entr0 of such order8 ?udgment or decree Ethe term Bac.uiesceC sha incude8
:ithout imitation8 Licensee;s faiure to fie a petition or motion to vacate or discharge an0 order8
?udgment or decree :ithin ten E17F da0s after entr0 of such order8 ?udgment or decreeF8 or E2F
such order8 ?udgment or decree sha remain unvacated and unsta0ed for an aggregate of ninet0
E67F da0s8 :hether or not consecutive8 from the date of entr0 thereofG EgF Licensee sha see% or
consent to or ac.uiesce in the appointment of an0 trustee8 receiver8 conservator or i.uidator of
Licensee or of a or an0 su)stantia part of Licensee;s properties or its interest in the -ompexG
EhF an0 trustee8 receiver8 conservator or i.uidator of Licensee or of a or an0 su)stantia part of
its propert0 or its interest in this License sha )e appointed :ithout the consent or ac.uiescence
of Licensee and such appointment sha remain unvacated and unsta0ed for an aggregate of
ninet0 E67F da0s8 :hether or not consecutiveG or EiF this License sha )e evied upon under an0
attachment or execution and such attachment or execution sha remain unvacated and unsta0ed
for ten E17F consecutive da0s.
Acts Constitutin! %efaults
. In addition to the events specified as a defaut under Paragraph 21 or ese:here in this
License8 an0 materia faiure of Licensee to perform an0 materia covenant made under this
License sha constitute a defaut hereunder. $o:ever8 Licensor sha not commence an0 action
to terminate this License as a conse.uence of defaut uness such defaut is materia and unti the
period of grace :ith respect thereto has eapsed.
Cure Period for Monetary %efaults
/u)?ect to the imitation expressed in Paragraph 22.1.4EcF8 Licensee sha have a period of
ten E17F da0s from the date of :ritten notice from Licensor :ithin :hich to cure an0 defaut in
the pa0ment of an0 monetar0 o)igations of Licensee under this License.
Cure Period for Oter Cura$le %efaults
. Licensee sha have a period of thirt0 E37F da0s from the date of :ritten notice from
Licensor :ithin :hich to cure an0 other defaut under this License :hich is capa)e of )eing
curedG provided8 ho:ever8 that :ith respect to an0 defaut :hich cannot reasona)0 )e cured
:ithin thirt0 E37F da0s8 Licensee;s grace period sha extend if Licensee )egins actions to cure
such defaut :ithin five E'F )usiness da0s from Licensor;s notice and thereafter prosecutes
diigent0 and continuous0 to competion a acts re.uired to cure the defaut.
%efaults Not Capa$le of Cure
. 4here sha )e no period of grace :ith respect to an0 defaut )0 Licensee :hich is not
capa)e of )eing cured. Licensor and Licensee stipuate that the foo:ing defauts are not
capa)e of )eing cured )0 LicenseeA EaF an0 event specified as a defaut under Paragraph 21G E)F
other than as provided in Paragraphs 1*.1 or 1*.2 or in connection :ith an0 2L(#approved sae
of 4eam8 an0 unauthori9ed sae8 assignment8 mortgage8 pedge8 h0pothecation8 encum)rance or
other transfer of this License or an0 interest hereinG EcF the faiure of Licensee to pa0 icense fees
under Paragraph 5.1 on the due date thereof :here such faiure occurs on more than three E3F
consecutive occasionsG and EdF an0 other defaut :hich is genera0 recogni9ed under -aifornia
a: as )eing incura)e.
. If Licensee fais to cure a defaut8 or in the event of a defaut :hich is not capa)e of )eing
cured )0 Licensee8 Licensor sha have the foo:ing rights and remedies in addition to an0 other
rights and remedies avaia)e to Licensor at a: or in e.uit0A
Ri!t to .n/unctive and Oter E0uita$le Relief
. (ecause of the pecuiar and uni.ue nature of 2L(8 the cost of capita improvements8 the
uni.ue and speciai9ed use of the /tadium and the economic impacts on the -it0 of ,a%and8
-ount0 of &ameda8 and Licensor8 a defaut of this License incuding8 :ithout imitation8 the
covenants contained in Paragraph 68 cannot )e reasona)0 or ade.uate0 compensated for in
damages at a: and :i cause Licensor great and irrepara)e in?ur0 and damage. In addition to
a other remedies under this License8 Licensor sha )e entited to see% in?unctive and other
e.uita)e reief to enforce the provisions of this License.
Ri!t to +er"inate Upon Notice
. 4he right to terminate this License )0 giving notice to Licensee in accordance :ith
appica)e a:G and
Ri!t to Enter and Re"ove
. 4he right and po:er8 as attorne0#in#fact for Licensee8 to enter the -ompex and remove
therefrom a persons and propert0 of Licensee8 to store such propert0 in a pu)ic :arehouse or
ese:here at the cost of and for the account of Licensee8 and to se such propert0 and app0 the
proceeds therefrom pursuant to appica)e -aifornia a:.
Licensor*s Ri!t to Cure %efault
. & covenants and agreements to )e performed )0 Licensee under the terms of this
License sha )e performed )0 Licensee at Licensee;s soe cost and expense and :ithout an0
reduction of fees uness other:ise specifica0 provided in this License. If Licensee sha )e in
defaut of its o)igations under this License to pa0 an0 sum of mone0 other than fees or to
perform an0 other act hereunder8 and if such defaut is not cured :ithin the appica)e grace
period8 Licensor ma08 )ut sha not )e o)igated to8 ma%e an0 such pa0ment or perform an0 such
act on Licensee;s part :ithout :aiving its rights )ased upon an0 defaut of Licensee and :ithout
reeasing Licensee from an0 of its o)igations. & sums so paid )0 Licensor and a incidenta
costs8 together :ith interest thereon at the maximum ega rate of interest under -aifornia a:
from the date of such pa0ment or the incurrence of such cost )0 Licensor8 :hichever occurs
first8 sha )e paid prompt0 )0 Licensee to Licensor on demand. In the event of nonpa0ment )0
Licensee8 Licensor sha have8 in addition to an0 other rights or remedies hereunder8 the same
rights and remedies as in the case of defaut )0 Licensee for the nonpa0ment of icense fees.
. If a or an0 part of the -ompex is ta%en for pu)ic or .uasi#pu)ic use )0 the right of
eminent domain or transferred as a resut of the threat of exercise of the right of eminent domain8
referred to as a B4a%ing8C this License as to the area ta%en sha cease and terminate effective the
date the condemning authorit0 ac.uired possession of the area ta%en.
Licensee ma0 terminate this License :ithout pa0ing future icense fees or other pa0ments
0et to )e paid to Licensor upon an0 partia 4a%ing of the -ompex that unreasona)0 interferes
:ith 4eam;s a)iit0 to pa0 $ome Games and other:ise operate in a manner compara)e to that
:hich existed prior to the 4a%ing. If Licensee does not terminate8 Licensee;s fees due sha )e
reduced to account for the adverse effect of such partia 4a%ing.
. & proceeds of an0 a:ard or settement in compensation for the 4a%ing sha )e paid to
Licensor except that to the extent an0 portion of the a:ard is for propert0 o:ned or interests
possessed )0 Licensee8 such portion sha )e paid to Licensee.
PARTIES AS INDEPENDENT CONTRACTORS
Each Part0 sha )e and remain an independent contractor :ith respect to a services
performed under this License8 and nothing herein contained sha ma%e8 or )e construed to ma%e8
Licensor or Licensee a partner of one another nor sha this License )e construed to create a
partnership or ?oint venture )et:een the Parties or an0 other parties referred to herein.
"o dea0 or omission to exercise an0 right or remed0 accruing to Licensor or Licensee8
respective08 sha impair an0 right8 po:er or remed0 granted to Licensor or Licensee8
respective08 or )e construed to )e a :aiver of an0 simiar or su)se.uent )reach or defaut8
provided that neither Part0 ma0 exercise an0 right or remed0 if such Part0 has dea0ed or omitted
to exercise such right or remed0 for a period that :oud cause the other Part0 ?ustifia)0 and
detrimenta0 to re0 on the fact that such right or remed0 :oud not )e exercised. &n0 :aiver of
either Part0 of a )reach )0 the other Part0 sha not )e or construe to )e8 a :aiver of an0
su)se.uent )reach. "o :aiver sha )e impied and each and ever0 :aiver of an0 %ind )0
Licensor or Licensee8 respective08 of an0 provision or condition of this License must )e :ritten
and signed )0 Licensor or Licensee8 respective0.
WAIVER OF PERSONAL LIABILITY
& Lia)iities under this License on the part of Licensor or Licensee are soe0 the
Lia)iities of the entities that are Licensor and Licensee8 and each Part0 here)0 reeases each and
ever0 parent8 o:ner8 officer8 director8 and empo0ee of the other from an0 persona or individua
ia)iit0 for the o)igations of the entit0 :ith :hich the0 are affiiated under this License.
. /u)?ect to the specific conditions hereinafter set forth8 neither Licensor nor Licensee sha
)e o)igated to perform an0 term or condition of this License on its part to )e performed and
their time of performance sha )e extended )0 the num)er of da0s eapsing during the period
such performance is prevented )0 fire8 earth.ua%e8 food8 act of God8 stri%es or other a)or
disputes invoving Licensor8 Licensee8 or other teams schedued to pa0 $ome Games8 riots or
civi commotions8 or acts of terrorism Ecoective08 B1orce 2a?eure -auseCFG or )0 an0 a:8 rue8
reguation8 ordinance or order of an0 governmenta authorit0 resuting from the existence of :ar
Eincuding hostiities :ith or :ithout a forma decaration of :arF either prohi)iting the pa0ing
of professiona )ase)a games or imiting and restricting trave )0 pu)ic conve0ances
Eincuding train8 airpane or )usF to such an extent as to prevent Licensee Eexercising due
diigenceF from su)stantia0 comp0ing :ith its 2L( schedue Ecoective08 BWar -auseCF.
Except as other:ise express0 provided in this License8 this License sha not terminate )0
reason of the occurrence of an0 1orce 2a?eure -ause or War -ause8 irrespective of :hether or
not the /tadium )ecomes untenanta)e8 provided8 ho:ever8 that in the event of the duration of
an0 1orce 2a?eure -ause or War -ause in excess of one 0ear8 Licensor and Licensee sha each
have the option to terminate this License upon fort0#five E4'F da0s prior :ritten notice. "othing
in this Paragraph 2+.1 sha operate to o)igate either Part0 to perform an0 act after the expiration
of this License8 except :here such Part0 o:es the other Part0 a pa0ment dea0ed )0 a 1orce
2a?eure -ause or War -ause.
. 1or an0 period during the 4erm during :hich Licensee is prevented )0 reason of an0
1orce 2a?eure -ause or War -ause from pa0ing $ome Games in the /tadium in accordance
:ith the 2L( schedue8 Licensee ma0 pa0 the $ome Games in an0 other compara)e stadiums
ocated in the $ome 4eevision 4erritor0 and accepta)e to 2L( that are avaia)e for use )0
Licensee and if no such stadium is reasona)0 avaia)e on commercia0 reasona)e terms in the
$ome 4eevision 4erritor08 then in the stadium that is avaia)e on commercia0 reasona)e
terms as cose to the $ome 4eevision 4erritor0 as is reasona)0 possi)e and accepta)e to 2L(G
provided8 ho:ever8 that the Parties ac%no:edge that 2L( ma0 reocate affected $ome Games
to the stadiums of the 4eam;s respective opponents. Licensee;s o)igations hereunder8 incuding
its o)igations to pa0 an0 amounts8 sha a)ate :ith respect to $ome Games pa0ed in other
stadiums and Licensor sha refund to Licensee an ai.uot portion of fees aread0 paid )0
Licensee )ased on the rights ost )0 Licensee as a resut of the 1orce 2a?eure -ause or War
Right to Use
. Licensor sha have8 and here)0 reserves8 the right to use the /tadium for an0 purpose8
other than professiona )ase)a8 :ith the consent of Licensee during an0 period that Licensee is
prevented )0 an0 1orce 2a?eure -ause or War -ause from pa0ing $ome Games in the /tadium.
& revenue received )0 Licensor during an0 such period sha )e retained )0 Licensor and
Licensee sha not )e entited to an0 part thereof. Licensee sha have the right to schedue )oth
)ase)a and non#)ase)a events during an0 such period in accordance :ith Licensee;s rights as
provided in this License.
4he terms and conditions of this License sha )e governed )0 and construed in accordance
:ith the a:s of the /tate of -aifornia. &ameda -ount08 -aifornia sha )e the excusive venue
for an0 dispute )et:een the Parties.
4he paragraph headings are inserted herein on0 as a matter of convenience and for
reference and in no :a0 are intended to )e a part of this License or to define8 imit or descri)e
the scope or intent of this License or the particuar paragraphs to :hich the0 refer. Where
contextua0 appropriate and uness other:ise specifiedA EaF the singuar sha incude the pura
Eand vice versaF and the mascuine or neuter gender sha incude the feminine gender Eand vice
versaF :here the context so re.uiresG E)F ocative adver)s such as Bherein8C Bhereto8C and
BhereunderC sha refer to this License in its entiret0 and not to an0 specific section or ParagraphG
EcF the terms Bincude8C and Bincuding8C sha )e construed as though foo:ed immediate0 )0
the phrase B)ut not imited toCG and EdF Bsha8C B:i8C and BmustC are mandator0 and Bma0C is
permissive. 4he Parties have ?oint0 participated in the negotiation and drafting of this License8
and this License sha )e construed fair0 and e.ua0 as to the parties8 :ithout regard to an0
rues of construction reating to the Part0 :ho drafted a particuar provision of this License.
4his License supersedes in their entiret0 the 166' License &greement and a other prior
:ritten or ora understandings or agreements8 and constitutes the soe and entire agreement
)et:een Licensor and Licensee.
"o ateration8 amendment or modification of this License sha )e vaid uness set forth in a
:ritten instrument signed )0 )oth Parties and8 :here necessar08 approved )0 the -it0 of ,a%and
and the -ount0 of &ameda8 and for :hich a necessar0 2L( &pprovas have )een o)tained in
TIME AND NOTICE
. 4ime is of the essence for this License and a of its provisions. & references in
this License to Bda0sC sha mean caendar da0s uness express0 referred to as B)usiness
. & notices8 or other communications re.uired or permitted to )e given pursuant to
this License sha )e in :riting and sha )e considered as proper0 given or made if
deivered persona0 or )0 messenger or maied from :ithin the !nited /tates via first
cass !./. mai Epostage prepaid8 :ith deiver0 deemed made on the third da0 foo:ing
deposit thereof in the !nited /tates maiF or genera0#accepted overnight carrier8 or sent
)0 eectronic or facsimie transmission8 the deiver0 of :hich is capa)e of verification8
and sent to the intended recipient at the foo:ing addresses or num)ers Esuch contact
information ma0 )e changed at an0 time )0 either Part0 upon :ritten notice to the other
Part0 and :ithout a forma amendment to this LicenseFA
If to LICENSOR:
If to LICENSEE:
,a%and#&ameda -ount0 -oiseum
+777 -oiseum Wa0
+777 -oiseum Wa0
,a%and8 -aifornia 64*21
1axA E'17F 353#24*7
,a%and8 -aifornia 64*21
1axA E'17F 437#6+'+
BINDING AND INUREMENT EFFECT
4his License sha )ind and inure to the )enefit of the Parties and their proper respective
successors and assigns under this License.
&n0 amounts pa0a)e under this License sha )e paid in immediate0 avaia)e a:fu
mone0 of the !nited /tates of &merica. &n0 amount due to either Part0 that is not paid :hen
due sha )ear interest from the due date unti paid at esser of the rate specified in an0 other
particuar provision of this License or the maximum ega rate permitted under -aifornia a:.
RIGHT OF ENTRY
Licensor and Licensor;s empo0ees and agents sha have the right to enter the -ompex at
an0 reasona)e time to inspect it8 to supp0 an0 service Licensor is re.uired to provide8 to ater8
improve or repair the areas or the /tadium incuding ocating toos8 scaffods8 e.uipment and
other items re.uired for the :or% to )e performed. 4o avoid unnecessar0 disruption :ith
Licensee;s rights under this License8 Licensor sha provide reasona)e advance notice to
Licensee of an0 such ateration8 improvement8 or repair and sha cause the :or% to )e performed
expeditious0 and sha other:ise cooperate :ith Licensee to minimi9e interference :ith
Licensee;s use of the /tadium. Licensor represents and :arrants to Licensee that none of
Licensor;s empo0ees :i ta%e an0 inteectua propert0 or trade secrets of Licensee.
COMPLIANCE WITH LAWS
Licensor and Licensee sha each comp0 :ith a appica)e a:s Eincuding an0 ega0#
re.uired construction or instaation permitting re.uirementsF in connection :ith the performance
of their respective o)igations under this License. Licensee sha not create or permit to exist an0
nuisances or :aste of the areas icensed under this License. Licensor and Licensee sha
cooperate8 in a reasona)e manner8 to maximi9e convenience to persons attending Licensee
Events and Licensor Events.
. &n0 dispute8 caim or controvers0 arising out of or reating to this License or the )reach8
termination8 enforcement8 interpretation or vaidit0 thereof8 incuding the determination of the
scope or appica)iit0 of this agreement to ar)itrate8 sha )e determined )0 ar)itration in
,a%and8 -aifornia )efore a singe ar)itrator. 4he ar)itration sha )e administered )0 D&2/8
Inc. pursuant to its -omprehensive &r)itration Rues and Procedures and in accordance :ith the
Expedited Procedures in those Rues. Dudgment on the &:ard ma0 )e entered in an0 court having
?urisdiction. 4his cause sha not precude the Parties from see%ing provisiona remedies in aid
of ar)itration from a court of appropriate ?urisdiction.
Attorneys` Fees and Costs
. 4he prevaiing Part0 in an0 ar)itration sha )e entited to recover from the other Part0 a
expenses of the ar)itration8 incuding reasona)e outside attorne0s; fees and costs incurred in the
If an0 provision of this License or the appication thereof to an0 person or circumstance is
invaid or unenforcea)e to an0 extent8 the remainder of this License and the appication of such
provision to other persons or circumstances sha not )e affected there)0 and sha )e enforced to
the greatest extent permitted )0 a:.
MLB RULES AND REGULATIONS
Priority of MLB Rules
"ot:ithstanding an0 other provision of this License Eincuding :ithout imitation
Paragraphs 11 and 1'F8 this License and an0 rights or excusivities granted )0 Licensee
hereunder sha in a respects )e su)ordinate to the 2L( Rues and Reguations. Licensee
represents and :arrants that8 as of the /ignature 3ate8 it is a:are of nothing in an0 2L( Rues
and Reguations that conficts :ith an0thing in this License. "othing in this Paragraph 47.1 sha
empo:er 2L( to nuif0 an0 of Licensee;s icense fee or other direct financia commitments
hereunder. Without imiting the preceding sentence8 if the 2L( Rues and Reguations or an0
act or omission of Licensee ta%en to comp0 :ith them has a materia adverse impact on the
rights of Licensor under this License8 then Licensor sha have remedies against Licensee for
damages E)ut not for in?unctive reief8 specific performance or other remed0 :hich :oud
prevent LicenseeJs compiance :ith the 2L( Rues and ReguationsF and for indemnification.
ML& Entities1Licensor Ri!ts
. 4he issuance8 entering into8 amendment or impementation of an0 of the 2L( Rues and
Reguations sha )e at no cost or ia)iit0 to an0 2L( Entit0 or to an0 individua or entit0
reated thereto. 4he territor0 :ithin :hich Licensor is granted rights is imited to8 and nothing
herein sha )e construed as conferring on Licensor rights in areas outside of8 4eam;s $ome
4eevision 4erritor0. "o rights8 excusivities or o)igations invoving the Internet or an0
interactive or on#ine media Eas defined )0 the appica)e 2L( EntitiesF are conferred )0 this
License8 except as are specifica0 approved in :riting )0 the appica)e 2L( Entities.
No +er"ination %urin! &ase$all Season
. "ot:ithstanding an0thing to the contrar0 herein Eincuding :ithout imitation Paragraph
22.2F8 in no event ma0 Licensor terminate Licensee;s rights under this License during an0
. 4his License is su)?ect to 2L( &pprova8 and no amendment of this License ma0 )e
made :ithout first o)taining a necessar0 2L( &pprovas in accordance :ith Paragraph 32.
Amendments to Conform to MLB Rules
. If an0 provision of this License sha at an0 time during the 4erm vioate an0 of the 2L(
Rues and Reguations8 the Parties sha :or% :ith one another in good faith to amend this
License to maintain its intended purpose )ut comp0 :ith such appica)e 2L( Rues and
Whenever either part0;s consent or approva is re.uired hereunder8 such consent of approva
sha not )e unreasona)0 :ithhed8 except for instances in :hich )0 the express anguage hereof
a part0 has a)soute discretion in :ithhoding consent or approva.
Athletic Facilities Warning
. -aifornia -ivi -ode /ection 1512.6+ provides the foo:ingA
Warning: Use of steroids to increase strength or growth can cause
serious health problems. Steroids can keep teenagers from growing to their
full height; they can also cause heart disease, stroke, and damaged liver
function. Men and women using steroids may develop fertility problems,
personality changes, and acne. Men can also experience premature balding
and development of breast tissue. These health hazards are in addition to the
civil and criminal penalties for unauthorized sale, use, or exchange of
Licensee sha post such notice conspicuous0 in a oc%er rooms used )0 4eam or an0 other
2L( -u) during the 4erm.
Licensee`s Office Space
. Licensor sha continue to provide Licensee throughout the 4erm8 at no cost to
Licensee8 the identica office space and storage ocated at +777 -oiseum :a0 on the
-ompex that as of the /ignature 3ate is designated for Licensee use and>or that Licensee
in fact uses :ith the %no:edge and consent of Licensor. If such office space or storage or
an0 part thereof )ecomes unavaia)e )ecause of an0 Licensor event outside of Licensor;s
contro8 Licensor sha provide Licensee :ith reasona)0 compara)e office space and>or
storage to repace the portion so affected.
. Licensee :i provide for the continuation of the ,a%and &;s -ommunit0 1und Eas
defined in Paragraph 44.2*F and the genera nature of the activities in :hich it engages.
Execution in Counterparts
. 4his License ma0 )e executed in an0 num)er of counterparts8 each of :hich sha
)e deemed to )e an origina and a of :hich together sha constitute one and the same
4he Parties sha )e entited to re0 upon facsimie or eectronic copies of the
Parties; signatures to this License and an0 instrument executed )0 the Parties in
connection :ith this License.
No Third Party Beneficiary
. 4his License is made soe0 for the )enefit of the Parties and their respective
successors and permitted assigns8 and no other person or entit0 sha have or ac.uire an0
rights or remedies under this License8 except as other:ise express0 provided in this
"ot:ithstanding an0 provision herein to the contrar08 nothing in this License sha
render Licensor responsi)e or ia)e to Licensee or an0 Licensee &ffiiate for an0 acts or
omissions of the Raiders8 uness such act or omission :as approved )0 Licensor.
. 4his License sha )ecome effective on0 :hen signed and deivered )0 )oth
Parties8 :hich the Parties ac%no:edge and agree sha not occur )efore the this License
is approved )0 the -it0 and the -ount0 and a necessar0 2L( &pprovas have )een
CONTINUED STADIUM DISCUSSIONS
Licensee and Licensor Eor Licensor;s designeeF sha continue to engage in good faith
discussions concerning the deveopment of a ne: )ase)a stadium for use )0 the Licensee that
:oud )e a permanent home for the ,a%and &thetics8 provided that such discussions sha
soe0 focus on the deveopment of a ne: )ase)a stadium that :oud )e ocated on and :ithin
or immediate0 ad?acent to current -ompex propert0. If agreement is reached on deveopment of
such a stadium8 the Parties :i renegotiate an0 terms of this License &greement that ma0 need to
)e modified or eiminated in order to faciitate the construction of the ne: stadium. 4he Parties;
discussions concerning a possi)e ne: stadium :i continue during the 4erm unti Licensee
communicates to Licensor that Licensee has made a decision on a permanent )ase)a stadium at
another ocation or unti Licensor provides Licensee notice of ear0 termination Eas provided in
Paragraph +.2.2.F in connection :ith a Raiders -onstruction Pan.
4he foo:ing :ords and phrases have the foo:ing meanings as used in this License. &s
used in context throughout this License8 the singuar and pura forms of the foo:ing :ords and
phrases sha app0 to one another and the definitions sha app0 to a genera0 recogni9ed
variances of the :ords and phrases defined.
B&3& IssueC means as defined in Paragraph '.+.4.
B&ffiiateC means8 as appied to an0 Person8 the Person and an0 Person direct0 or
indirect0 -ontroing8 -ontroed )08 or under common -ontro :ith8 the Person or a
)ood reative or spouse of such Person8 if such Person is a natura person. 1or purposes
of this definition8 B-ontro8C B-ontroed8C and B-ontroing8C as appied to an0 Person8
means the possession8 direct0 or indirect08 of the po:er to direct or cause the direction
of the management and poicies of the Person8 :hether through the o:nership of voting
securities8 )0 contract or other:ise.
With respect to Licensee8 the term B&ffiiateC specifica0 incudes :ithout
imitation &thetics $odings LL-8 (a0 &rea /ports -atering LL-
and the ,a%and &;s -ommunit0 1und.
B&reas LicensedC means a such areas of the /tadium and the -ompex as are
icensed to Licensee for its use according to the terms of Paragraph 4.
B&rena EventC means an0 event sponsored or organi9ed )0 Licensor and hed at the
B(ase)a /easonC means the period of time during each caendar 0ear in :hich EiF
Licensee pa0s an0 ,a%and#)ased pre#season /pring 4raining and>or other exhi)ition
games and EiiF 2L( schedues to )e pa0ed the 2L( -hampionship /eason Ei.e.8 Reguar
/eason Games and 4ie#(rea%er Games as such terms are common0 understood in 2L(F
and an0 2L( BPostseasonC Ei.e.8 the Wid -ard Games8 3ivision /eries Games8 League
-hampionship /eries Games and the Word /eries Games8 as such terms are common0
understood in 2L(F in :hich the 4eam participates.
B(,-C means the ,ffice of the -ommissioner of (ase)a8 an unincorporated
association comprised of the 2a?or League -u)s :ho are part0 to the 2a?or League
-onstitution8 and an0 successor organi9ation thereto.
B(odi0 In?ur0C means )odi0 in?ur08 sic%ness or disease sustained )0 a person8
incuding death resuting from an0 of the foregoing.
B-ommissionerC means the -ommissioner of (ase)a as eected under the 2a?or
League -onstitution or8 in the a)sence of a -ommissioner8 an0 Person succeeding to the
po:ers and duties of the -ommissioner pursuant to the 2a?or League -onstitution.
B3ispa0 E.uipmentC means as defined in Paragraph 11.2.
B3ua Event 3a0C means as defined in Paragraph *.3.
B$ome GameC means an0 Reguar /eason game or postseason game in :hich the
4eam participates8 in addition to an0 2L( BDe:e Event8C
in :hich the 4eam8 or in the case of an 2L( De:e Event8 the &merican League8
acts as the host team for its opponent Ethat is8 ta%es the fied in the first haf of each
inning and )ats in the ast haf of each inning of such gameF.
B$ome 4eevision 4erritor0C means the area :ithin :hich Licensee has teevision
and mar%eting rights under 2L( Rues and Reguations as ma0 )e amended )0 2L(
from time to time8 :hich is defined as of the /ignature 3ate8 as EaF the northern haf of
-aifornia from the northern )order of /an Luis ,)ispo8 Oern and /an (ernardino
counties8 E)F the /tate of "evadaG EcF the southern ,regon counties of -oos8 -urr08
Dac%son8 Dosephine8 Oamath8 La%e8 3ougas8 $arve0 and 2aheur8 and EdF the /tate of
BInterior 1acingC means an0 and a signage or prospective signage that is or :oud
)e attached to the /tadium structure or score>video )oard structures Eincuding the
score>video )oardEsF themsevesF and faces the interior of the /tadium or an0 partEsF
thereof Eincuding :ithout imitation :ithin the seating )o: and a suites8 entr0:a0s8
concourses8 :a%:a0s8 stair:es8 ha:a0s8 eevators8 door:a0s and other interior areas
of the /tadium outside of the seating )o:F.
BLia)iitiesC means a ia)iities8 caims8 damages8 osses8 penaties8 itigation8
demands8 causes of action E:hether in tort or contract8 in a: or e.uit0 or other:iseF8
suits8 proceedings8 ?udgments8 dis)ursements8 charges8 assessments and expenses
Eincuding reasona)e attorne0s; and expert fees and expenses incurred in investigating8
defending or prosecuting an0 itigation8 caim or proceeding8 :hether in or out of courtF.
BLicensee EventC means an0 $ome Game or ,ther Event.
BLicensor EventC means an0 event organi9ed or sponsored )0 Licensor hereunder
that ta%es pace in the /tadium8 incuding8 :ithout imitation8 an0 preseason8 reguar
season or postseason game or event of the ,a%and Raiders of the "ationa 1oot)a
B2aintainC and B2aintenanceC mean status .uo maintenance re.uired to %eep the
referenced areas8 structures and e.uipment in good :or%ing order8 :hich ma0 incude
repacement of structures or e.uipment to )e maintained.
Where 2aintenance ma0 ca for the repacement of some structure or e.uipment
and the on0 avaia)e repacement item is an improvement or a more advanced version
of the item )eing repaced8 the Licensor sha have an o)igation to provide it even though
it might )e considered an upgrade rather than a matter of 2aintenance. $o:ever8
nothing herein sha o)igate Licensor to 2aintain or upgrade in an0 :a0 the 3ispa0
E.uipment8 :hich s0stem Licensee has understa%en to insta8 2aintain and Repair
pursuant to Paragraph 11.2.
B2a?or League (ase)aC or B2L(C means8 depending on the context8 an0 or a of
EiF the (,-8 each other 2L( Entit0 and>or a )oards and committees thereof8 incuding8
:ithout imitation8 Executive -ounci and the ,:nership -ommittee8 and>or EiiF the
2a?or League -u)s acting coective0.
B2a?or League (ase)a -u)C or B2a?or League -u)C means an0 professiona
)ase)a cu) that is entited to the )enefits8 and )ound )0 the terms8 of the 2a?or League
B2a?or League -onstitutionC means the 2a?or League -onstitution adopted )0 the
2a?or League -u)s E:hich amended and superseded the 2a?or League &greement dated
Danuar0 18 16+'8 the &greement in re 2a?or Leagues -entra 1und dated as of 3ecem)er
58 16538 as amended8 and the respective constitutions of the former &merican and
"ationa Leagues of Professiona (ase)a -u)sF as the same ma0 )e amended8
suppemented or other:ise modified from time to time in the manner provided therein
and a repacement or successor agreements that ma0 in the future )e entered into )0 the
2a?or League -u)s.
B2L( &genc0 &greementC means the &mended and Restated &genc0 &greement8
effective as of Danuar0 18 27138 )0 and among 2a?or League (ase)a Properties8 Inc.8
the various 2a?or League (ase)a -u)s and the (,- Eand the ,perating Guideines
reated theretoF8 as ma0 )e amended8 suppemented or other:ise modified from time to
B2L( &pprovaC means8 :ith respect to the 2a?or League (ase)a -u)s8 the
-ommissioner8 the (,- or an0 other 2L( Entit08 an0 approva8 consent or no#o)?ection
etter re.uired to )e o)tained from such PersonEsF pursuant to the 2L( Rues and
Reguations Eas exercised in the soe and a)soute discretion of such PersonEsFF.
B2L( Entit0C means each of the (,-8 2a?or League (ase)a Enterprises8 Inc.8
2a?or League (ase)a Properties8 Inc.8 4he 2L( "et:or%8 LL-8 2L( &dvanced
2edia8 L.P.8 and>or an0 of their respective present or future affiiates8 assigns or
B2L( Governing 3ocumentsC means the foo:ing documents as in effect from
time to time and an0 amendments8 suppements or other modifications thereto and a
repacement or successor documents thereto that ma0 in the future )e entered intoA EaF the
2a?or League -onstitution8 E)F the (asic &greement )et:een the 2a?or League (ase)a
-u)s and the 2a?or League (ase)a Pa0ers &ssociation8 EcF the Professiona (ase)a
&greement )et:een the (,-8 on )ehaf of itsef and the 2a?or League (ase)a -u)s8
and the "ationa &ssociation of Professiona (ase)a Leagues8 EdF the 2a?or League
Rues Eand a attachments theretoF8 EeF the Interactive 2edia Rights &greement8 effective
as of Danuar0 278 27778 )0 and among the (,-8 the various 2a?or League (ase)a
-u)s8 2L( &dvanced 2edia8 L.P. and various other 2L( Entities and EfF each agenc0
agreement and operating guideines among the 2a?or League (ase)a -u)s and an0
2L( Entit08 incuding8 :ithout imitation8 the 2L( &genc0 &greement.
B2L( Rues and ReguationsC means EaF the 2L( Governing 3ocuments8 E)F an0
present or future agreements or arrangements entered into )08 or on )ehaf of8 the (,-8
an0 other 2L( Entit0 or the 2a?or League (ase)a -u)s acting coective08 incuding8
:ithout imitation8 agreements or arrangements entered into pursuant to the 2L(
Governing 3ocuments8 and EcF the present and future mandates8 rues8 reguations8
poicies8 practices8 )uetins8 )0#a:s8 directives or guideines issued or adopted )08 or
)ehaf of8 the -ommissioner8 the (,- or an0 other 2L( Entit0 as in effect from time to
B,a%and &;s -ommunit0 1undC means the charita)e trust )0 the same name that
exists as a tax#exempt charita)e organi9ation under section '71EcFE3F of the Interna
Revenue -ode and is registered :ith the -aifornia Registr0 of -harita)e 4rusts.
B,perating 4erritor0C means the ,perating 4erritor0 assigned to 4eam in the 2L(
-onstitution8 :hich as of the /ignature 3ate consists of &ameda and -ontra -osta
B,ther EventC means as defined in Paragraph '.17.2.
BPar%ing &reaC means the coective of the par%ing ots8 access roads and
gates>access points that are ocated :ithin the -ompex.
BPersonC means an0 natura person8 corporation8 imited partnership8 genera
partnership8 ?oint stoc% compan08 ?oint venture8 imited ia)iit0 compan08 imited ia)iit0
partnership8 trust8 and trust8 )usiness trust8 municipa corporation8 municipait0 and other
organi9ation8 :hether or not a ega entit0.
BPropert0 3amagesC means ph0sica in?ur0 to tangi)e propert08 incuding a
resuting oss of use of the propert08 or oss of use of tangi)e propert0 not ph0sica0
BRaiders -onstruction PanC means a )ona fide pan for construction of a ne:
foot)a stadium for the ,a%and Raiders on current -ompex propert08 ad?acent to the
current -ompex propert08 or other:ise ocated sufficient0 near to the /tadium such that
it :i materia0 impact Licensee;s operations8 :hich )ona fide pan must incude8 as
pertains to such stadium pro?ect8 a fu0 executed deveopment agreement :ith a third#
part0 deveoper and the Licensor for deveopment of a ne: Raiders stadium8 supported
)0 a non#refunda)e deposit from the deveoper and received )0 the Licensor of at east
4:ent0 2iion 3oars EH2787778777.77F.
BReguar /easonC means8 for each 2L( -hampionship /eason8 the period
)eginning on the date of the first Reguar /eason Game Eas such term is common0
understood in 2L(F and ending on the date of the ast Reguar /eason Game Eincuding
an0 game pa0ed to )rea% a tie pursuant to 2a?or League Rue 33EcFF.
BRepairC means an0 :or%8 genera0 non#recurring and non#periodic in nature8
re.uired to repair or restore to operationa status and good :or%ing order the referenced
areas8 structures and e.uipment so that the0 remain in a good state of repair8 incuding
repacement of the item re.uired to )e repaired to a eve of .uait0 that existed prior to
the need arising for repacement Eexcept for items specifica0 provided in this License
that are not re.uired to )e repacedF.
Where the on0 avaia)e repacement for an0 structure or e.uipment re.uired to )e
repaired is a improvement or a more advanced version of the item )eing repaced8 the
Licensor sha have an o)igation to provide it even though it might )e considered an
upgrade rather than a Repair. $o:ever8 nothing herein sha o)igate Licensor to Repair
or upgrade in an0 :a0 the 3ispa0 E.uipment8 :hich Licensee has underta%en the
o)igation to insta8 2aintain and Repair pursuant to Paragraph 11.2.
B/core)oard -apsC means as defined in Paragraph 184.108.40.206.
B/ignature 3ateC means the date of ast execution )0 a signatories isted on the
signature page hereof.
B/tadiumC means the dua#use stadium ocated on -ompex grounds and current0
serving as the home venue of the ,a%and &thetics and ,a%and Raiders.
B/tadium 2aintenance 1undC means as defined in Paragraph
B4eamC means the ,a%and &thetics franchise of 2a?or League (ase)a.
B4ermC means as defined in Paragraph +.1.
I" WI4"E// W$ERE,18 the foo:ing parties have caused this License to )e du0
executed as of the date of the ast signature )eo:A
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