Purchase Agreement

This Suite Agreement (this “Agreement”) is between LAFC Sports, LLC (“LAFC Sports”) d/b/a Los Angeles Football Club (“LAFC”) and the Purchaser described above (“You”, “Your” or “Purchaser”). This Agreement is effective as of the date it is fully executed by both parties (the “Effective Date”) and sets forth the terms under which You will receive the right to use of one (1) or more Suites at BMO Stadium, located at 3939 S. Figueroa Street, Los Angeles, CA 90037 (the “Stadium”). This Agreement is comprised of the terms and conditions set forth below, which are incorporated into and form a part of this Agreement.

1. SUITES. Subject to full compliance with the terms of this Agreement, LAFC grants to You the right and privilege to use the Suite(s) indicated above (the “Suites”) on the terms set forth herein. If any change in seat location is necessary, LAFC will inform You of the new location as soon as reasonably possible.
2. TERM. The term of this Agreement will commence on the Commencement Date indicated above and continue for the number of years indicated above and end on the Expiration Date (the “Term”), unless terminated sooner by either party as provided herein; provided, however, if the Event is rescheduled for a date beyond the end of the Term, the Term will be extended, at no additional fee, to allow Purchaser use of such Suite for such Event after what would have been the natural expiration of the Term only for such Event. For clarity, Purchaser shall not be permitted use of the Suite for any other events at the Stadium during this extended Term that are not authorized and fully paid pursuant to this Agreement.
3. PAYMENT. You will pay LAFC the fees indicated above (collectively, the “Fee”) prior to the Event at the date indicated above, or such other date as determined by LAFC in its sole discretion.. Concurrently with Your execution of this Agreement, You will provide LAFC with a valid credit card to have on file, for purposes of billing for any unpaid and past due charges, including the cost to repair any damages to the Suites, food and beverage service, and/or any other expenses owed under this Agreement. By Your execution and delivery of this Agreement, You hereby authorize LAFC’s use of such credit card for any expenses that are not paid by the date specified in this Agreement or by the date specified in any other agreement, notice or invoice provided to you. If the credit card provided to LAFC hereunder should expire or become invalid for any reason, You will promptly upon demand provide LAFC with an alternate, valid credit card. Any Fee or other monetary obligation under the Agreement not paid to LAFC, by the date specified in the Agreement or any other contract between the parties shall bear interest accruing from such date at the highest rate permitted by law. In the event You elect to pay by credit card and Your credit card on file is declined for any reason, LAFC will re-run the credit card within twenty-four (24) hours after the payment was initially declined. If at this point payment has not been made, Your right and privilege to use the Suites shall be suspended until payment in full is made. LAFC will attempt to notify You to request that the payment information be updated. LAFC may resell Your Suites for the Event at any time without notice to You while Your right to use the Suite is suspended. If payment has not been made within ten (10) business days after the payment was initially declined, LAFC may terminate this Agreement upon written notice without any further obligations to You.
4. FOOD AND BEVERAGES. Food and beverage services will be provided either by LAFC or by a caterer designated by LAFC, at Your cost and expense, at prevailing rates established by such provider, to be billed directly to You, in addition to the Fee (“Food and Beverage Charges”). You will promptly pay all Food and Beverage Charges which shall include all service charges, and applicable taxes incurred in connection with the use of the Suites by You or Your guests and invitees, by the date specified in the applicable invoice. No food or beverages other than those purchased from LAFC, from such designated caterer or from the concessionaires in the Stadium may be brought into or be prepared or consumed in the Suite. Failure to pay any Food and Beverage Charges by the due date will be a default by You under this Agreement. LAFC or the provider has the option, in its sole discretion, to directly charge the Food and Beverage Charges to the credit card on file. Where applicable, certain Suite ticket holders may be entitled to food and beverage options in specified areas, as designated by LAFC, for such Suite and in accordance with the terms of use and such procedures as may be established by LAFC from time to time. Please note that such food and beverage options are subject to the ticket holder’s suite access, quantity restrictions, and LAFC’s sole discretion. LAFC does not guarantee that all options will be available to You or Your guests.
5. TAXES AND SURCHARGES. Without limiting any of Your obligations hereunder, You acknowledge and agree that, in addition and incremental to the Fee set forth above, You are responsible for all additional city, county, state, or federal taxes, fees, or surcharges that arise out of or are related to your use of the Suites or payment of the Fee.
6. AUTHORITY. LAFC represents and warrants that it has the right to market, sell, and enter into suite agreements for the Stadium.
7. REPRESENTATIONS OF PURCHASER. You hereby represent and warrant as follows: (i) You are the current account holder or, in the case of a company account, its authorized representative, and have read and understand the terms of the Agreement and any other rules or regulations (provided by LAFC) between You and LAFC; and (ii) You are not acquiring the Suite Tickets as an investment but are purchasing the Suite Tickets for Your own use and will only distribute the Suite Tickets to others in accordance with LAFC’s rules and applicable Federal and State law.
8. USE OF SUITES. You will have the privilege to enter the Stadium and use the Suite only upon presentation of Suite Tickets for admission to the Event. You shall be bound by and shall observe the terms and conditions upon which the Suite Tickets for admission to the Stadium have been issued, including, without limitation, any policy adopted with respect to the cancellation or postponement of the Event. In addition, You shall observe all applicable laws, ordinances, regulations and rules of conduct (collectively, “Regulations”) adopted from time to time by any government authority, LAFC Sports, LAFC, Major League Soccer, or other event sponsor, and that such Regulations may vary over time or under changing circumstances. You further understand that: (i) such Regulations, among other things, are intended to promote the safety of all persons and property, protect the Stadium, and enhance the pleasure of the game day experience, and may therefore restrict or prohibit, without limitation: unruly or disorderly conduct, the use of intoxicating beverages, possession or use of illegal drugs or controlled substances, sale or distribution of material while on Stadium property, offensive or obscene language or displays, damage to Stadium facilities or property, and possession in the Stadium of items that in the reasonable judgment of security personnel are or may be contrary to the purposes of such Regulations, including without limitation, beverages, cameras, food, explosives, paint, recording and transmitting devices, signs and posters, sound devices, weapons or umbrellas; and (ii) that patrons, their vehicles and belongings may be subject to search to enforce such Regulations. YOUR OBSERVANCE AND THE OBSERVANCE OF ALL OF YOUR INVITEES OF ALL SUCH REGULATIONS FROM TIME TO TIME IN EFFECT IS YOUR CONTRACTUAL OBLIGATION. YOUR VIOLATION OR THE VIOLATION OF SOMEONE USING YOUR SUITE TICKETS MAY CAUSE YOUR RIGHTS UNDER THE AGREEMENT TO BE TERMINATED. In addition, You shall not take any action which would cause any increase in premiums of any insurance policy of LAFC, by causing LAFC or any other party to fail to meet any requirement or condition of such policy or otherwise. Without limiting the foregoing, You specifically agree that neither Your nor Your invitees will: (a) bring into the Stadium any alcoholic or intoxicating beverage, any illegal drugs or, except as prescribed by a physician, any controlled substance, or any weapons, explosives, or other items prohibited by security personnel in their reasonable judgment; (b) permit the Suites to be used for any illegal, improper, immoral or objectionable purpose, or in any way obstruct or interfere with the rights of any other attendees; or (c) film, record or transmit from the seats all or any portion of any soccer game or other event, or any description thereof, by any means (including, without limitation, radio or television broadcasting, whether broadcast “live” or by means of film or tape) for commercial purposes. If You have a temporary disability requiring a temporary accommodation at the Stadium, then upon Your written request to [email protected], temporary accommodations will be arranged in an American with Disabilities seating area (“ADA Seats”) near the Suites. ADA Seats, like all Stadium seats, are subject to availability. If You become disabled such that a permanent accommodation at the Stadium is required, You may request LAFC to transfer Your Suites to an ADA Seat. If there is no comparable ADA Seat available, this Agreement will terminate and LAFC will return a pro-rated refund of the Fee to You.
9. SUITE TRANSFER GUIDELINES. In the event You desire to transfer Your Suites, You must complete and submit a Seat Transfer Form to LAFC and Your LAFC membership representative. LAFC has sole and absolute discretion in granting or denying the transfer request. You must pay LAFC any and all amounts due and owed under this Agreement, if any, prior to LAFC approving your transfer request. All LAFC-approved transfers shall be subject to applicable transfer fees and LAFC policies and procedures.
10. DEFAULT. In the event You fail to pay when due any amounts to be paid by You pursuant to this Agreement, or any other contract between the parties or otherwise default in the performance or observation of Your duties and obligations under this Agreement or any other contract between the parties, LAFC may, at its option and in its sole discretion: (i) withhold distribution of Suite Tickets to You for the Event and resell the Suite Tickets; and/or (ii) terminate Your rights under the Agreement or any other agreement between the parties without compensation to You. The foregoing remedies shall not be to the exclusion of any other right or remedy set forth in the Agreement or otherwise available in law or in equity. In the event LAFC terminates Your rights under the Agreement as provided herein, LAFC shall be entitled to retain all amounts You paid to LAFC for the Suites. You shall be responsible for all attorneys’ fees and costs incurred by LAFC in the enforcement of the Agreement whether or not litigation is actually commenced and including any appellate proceedings. Any waiver of any of the terms and provisions of the Agreement shall be effective only if set forth in writing signed by the party to be charged. No waiver by LAFC of any default or breach by You of the obligations under the Agreement shall be construed to be a waiver or release of any other subsequent default or breach by the You or anyone else under the Agreement, and no failure of or delay by LAFC in the exercise of any remedy provided for in the Agreement shall be construed as a forfeiture or waiver thereof or of any other right or remedy available to LAFC.
11. STRIKES, DAMAGES, DESTRUCTION, FORCE MAJEURE, ETC. If the Event is canceled due to an act of God, pandemic, epidemic, natural disaster, contamination, act of terrorism, strike or other labor disturbance, or other force majeure (each, a “Force Majeure Event”), LAFC, in its sole discretion, will determine how to make You whole regarding the Fee after the conclusion of the Force Majeure Event. In the event of any damage or destruction of a substantial portion of the Stadium due to a Force Majeure Event that renders Your Suite unusable, and LAFC elects not to repair the damage or destruction, this Agreement shall terminate as of the date of such damage or destruction, and the Fee will be returned to You (and You will have no additional payment obligations to LAFC) and LAFC shall not have further liability under this Agreement. In the event of any damage to or destruction of Your Suite due to a Force Majeure Event that renders the Suite unusable and LAFC is unable to repair or replace the Suite in a reasonable period of time, LAFC will use commercially reasonable efforts to provide You a comparable seat. If there is no comparable seat available or Your Suite cannot be repaired or replaced, then this Agreement shall terminate as of the date of such damage or destruction, LAFC shall return the Fee to You, and LAFC shall not have any further liability under this Agreement.
12. DISCLAIMER OF LIABILITY, ASSUMPTION OF RISKS; INDEMNIFICATION. NONE OF MAJOR LEAGUE SOCCER, LLC, LAFC SPORTS, LLC, ANY STADIUM MANAGER DESIGNATED BY LAFC, LOS ANGLES FOOTBALL CLUB, LAFC STADIUMCO, LLC, UNIVERSITY OF SOUTHERN CALIFORNIA, THE SIXTH DISTRICT AGRICULTURAL ASSOCIATION, THE LOS ANGELES MEMORIAL COLISEUM COMMISSION, AND ANY OTHER UNIVERSITY ENTITY OR AUXILIARY ORGANIZATION, LEGEND SPORTS, LLC, EACH OTHER TENANT OR OCCUPANT OF A FACILITY OF THE STADIUM, ANY MORTGAGEE, BOND TRUSTEE OR OTHER FINANCIAL INSTITUTION FROM TIME TO TIME HOLDING A LIEN OR INDENTURE UPON ANY INTEREST IN LAFC SPORTS, LLC OR LAFC STADIUMCO, LLC, OR ANY OF THEIR MEMBERS, OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES OR AFFILIATES (“LAFC PARTIES”) SHALL BE LIABLE OR RESPONSIBLE FOR AND YOU AGREE TO INDEMNIFY AND HOLD HARMLESS THE LAFC PARTIES FROM AND AGAINST ANY LIABILITY, LOSSES, CLAIMS, DEMANDS, COSTS AND EXPENSES, INCLUDING ATTORNEYS’ FEES AND LITIGATION EXPENSES, ARISING OUT OF, RELATING TO ANY PERSONAL INJURY OR PROPERTY DAMAGE OCCURRING IN OR UPON THE STADIUM IN CONNECTION WITH YOUR USE OR YOUR INVITEE’S USE OR OCCUPANCY OF THE SUITES, OTHER STADIUM AREAS OR ANY STADIUM PARKING AREAS OR DUE TO ANY CONTRAVENTION OF THE PROVISIONS OF THE AGREEMENT OR OF ANY APPLICABLE LAWS, RULES, REGULATIONS OR ORDER OF ANY GOVERNMENTAL AGENCY HAVING APPROPRIATE JURISDICTION OVER ANY OF YOUR ACTIONS. You, for yourself and Your invitees, assume all risks of personal injury to, or for any damage to or any loss of property of, You or Your invitees, arising out of, during or relating to their attendance at events held in the Stadium. You acknowledge that alcoholic beverages will be available in the Stadium and that attendance at sporting events may expose attendees to certain risks of injury including, without limitation, incidents involving other patrons who have consumed alcoholic beverages, injury from kicked, thrown, or dropped objects, spills of food or beverages, and the unruly behavior of other patrons. You, for yourself and Your invitees, hereby agree to assume all responsibility and liability for the consumption in the Stadium of alcoholic beverages by You and Your invitees and for the conduct and behavior of You and Your invitees. YOU ACKNOWLEDGE THAT YOU HAVE NO REMEDY WHATSOEVER AGAINST THE LAFC PARTIES WITH RESPECT TO THE SUITES OR ANY OTHER MATTER ARISING UNDER THIS AGREEMENT, AND YOUR SOLE REMEDY HEREUNDER SHALL BE AGAINST LAFC. With respect to any claim by You under, in connection with, or in any way related to this Agreement, You specifically agree that Your sole and exclusive remedy at law or in equity, other than claims for personal or property damage arising out of the negligence or willful misconduct of the LAFC Parties, will be a refund of the Fee previously paid to LAFC.
13. MISCELLANEOUS.
1. You will have the right to receive, for the Event, the number of parking passes designated above for parking in Stadium lots designated by LAFC.
2. Except as otherwise provided in Section 9 of this Agreement, You (and Your invitees or any other individual possessing Your Suite Tickets) shall not sell, assign, sublease, pledge, mortgage, or otherwise transfer or encumber the Agreement, or any of Your rights and obligations under the Agreement, whether voluntarily or by gift, bequest, operation of law, or otherwise, without the prior written consent of LAFC. Any attempted sale, resale, assignment, sublease, pledge, transfer or encumbrance in contravention of the foregoing shall be null and void and of no effect. The sale, resale, assignment, sublease, pledge, transfer or encumbrance in any manner which violates the terms of this Agreement or federal, state, or local law, ordinance, rule or regulation shall give LAFC the unrestricted right to immediately terminate this Agreement without refund to You or anyone acting on Your behalf. For purposes of this Agreement, any sale, resale, assignment, sublease, pledge, transfer or encumbrance of any Suite Tickets in any manner or at any price to any person or entity other than You shall constitute a sale, resale, assignment, sublease, pledge, transfer or encumbrance of any such Suite Tickets by You.
3. It is understood that LAFC may mortgage, pledge, assign or otherwise encumber its rights in the Agreement for any purposes of LAFC, and that, in such event, the Agreement and the rights and interests of You hereunder shall be subordinate thereto; provided that any such mortgagee, pledgee, assignee or the holder of any such lien shall agree in writing to recognize the Agreement and Your rights and interests hereunder in the event of foreclosure or enforcement of said lien if You are not then in default in the performance of Your obligations under the Agreement. Upon any assignment of the Agreement, the assignee shall have all the rights of the assignor hereunder. You agree to execute whatever subordination documents LAFC reasonably requests.
4. Any notice, demand or communication given under the Agreement must be in writing and shall be effective only if delivered personally; or sent by email or facsimile transmission; or delivered by overnight courier service; or sent by certified mail, postage paid, return receipt requested, to the recipient at the address indicated on the first page of the Agreement or to such other address as the party being notified may have previously furnished to the other party by written notice in accordance with this Paragraph. All notices to LAFC under the Agreement should be sent to: Los Angeles Football Club, 818 W 7th Street, Suite 1200, Los Angeles, CA 90017 Attn: General Counsel, email: [email protected]. Notices under the Agreement shall be effective and deemed received on the date of personal delivery or facsimile transmission (as evidenced by facsimile confirmation of transmission); on the day after sending by overnight courier service (as evidenced by the shipping invoice signed by a representative of the recipient); or on the date of actual delivery to the party to whom such notice of communication was sent by certified mail, postage prepaid, return receipt requested (as evidenced by the return receipt signed by a representative of such party).
5. THE AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA AND CALLS FOR PERFORMANCE IN LOS ANGELES COUNTY, CA, AND JURISDICTION AND VENUE FOR ANY DISPUTES ARISING OUT OF OR RELATED TO THE AGREEMENT SHALL EXCLUSIVELY LIE IN THE STATE COURTS OF LOS ANGELES COUNTY, CALIFORNIA WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICT OF LAWS. YOU CONSENT TO THE EXERCISE OF PERSONAL JURISDICTION OVER IT BY SUCH COURT AND IRREVOCABLY WAIVES ANY DEFENSE BASED ON A LACK OF PERSONAL JURISDICTION OR FORUM NON CONVENIENS. YOU HEREBY UNCONDITIONALLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM RELATING TO OR ARISING OUT OF THE AGREEMENT.
6. The Agreement contain the entire agreement of the parties with respect to the matters provided for herein, and supersedes any written or oral agreement, instrument, application, promotional material, brochure, website information, or other representation previously made, distributed or entered by or on behalf of them or their respective affiliates with respect to those matters. YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY REPRESENTATIONS, WARRANTIES, OR OTHER STATEMENTS OF ANY KIND MADE BY OR ON BEHALF OF LAFC SPORTS, LAFC, OR ANY OF THEIR RESPECTIVE MEMBERS, OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES OR AFFILIATES, EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT. No amendment or modification to the Agreement shall be effective unless the amendment or modification is in writing and signed by both LAFC and You.
7. The Agreement and all the terms and provisions thereof, shall inure to the benefit of and be binding upon the parties thereto, and their respective heirs, executors, administrators, personal representatives, successors and permitted assigns.
8. The Agreement and Your rights and interests hereunder shall be subordinate and subject to: (i) the Ground Lease, dated as of December 1, 2015, by and between the University of Southern California AND LAFC StadiumCo, LLC (the “Ground Lease”); and (ii) the Team Use Agreement dated as of August 8, 2016, by and between LAFC StadiumCo, LLC and LAFC Sports, LLC (the “Stadium Lease”), as either may be amended, restated, modified, supplemented, extended or assigned from time to time, and any and all amendments thereto. Upon the expiration or termination of the Ground Lease or the Stadium Lease for any reason, this Agreement shall terminate as of such date.
9. The maximum liability of the LAFC Parties to You under any theory of law, including contract or tort, for a breach by LAFC under the Agreement shall not exceed the Fee paid by You.
10. Time is of the essence with respect to the performance by You of Your obligations under the Agreement.
11. If You are signing this Agreement as a partnership or other corporate entity, as opposed to a natural person, communications and/or notices from You hereunder shall not be effective unless signed by the individual signing the Agreement on Your behalf, which individual shall be Your expressly designated agent for such communications and for receiving all tickets and deliveries for You hereunder. You may replace such agent by notice served in writing to the LAFC.