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HomeMy WebLinkAboutResolution No. 06-020 ORIGINAL CITY OF THE COLONY, TEXAS RESOLUTION NO. 06-~ A RESOLUTION OF THE CITY OF THE COLONY, TEXAS, AUTHORIZING THE CITY MANAGER TO ENTER INTO A YOUTH CAMP AGREEMENT BY AND BETWEEN THE CITY OF THE COLONY AND THE TEXAS RANGERS; ATTACHING THE APPROVED FORM OF CONTRACT AS EXHIBIT A; AND PROVIDING AN EFFECTIVE DATE NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS: Section 1. That the City Council of the City of The Colony, Texas, hereby approves the Youth Camp Agreement with the Texas Rangers for the purpose of conducting a Youth Baseball Camp June 12-15,2006 at the Five Star Complex. Section 2. That a true and correct copy of the Agreement is attached hereto and incorporated herein, as exhibit A. Section 3. That the city manager is authorized to execute on behalf of the city said Agreement. Section 4. That this resolution shall take effect immediately from and after its passage. PASSED AND APPROVED by the City Council of the City of The Colony, Texas, this 27th day of February, 2006. ATTEST: /?~f~ UJ ~~~ ~stie Wilson, TRMC, City Secretary ~r>-,. ,~r- " ItS", "~O :.:: . -- .'" llL 1-:. .::> c.. n YOUTH CAMP AGREEMENT The City of The Colony (the "Camp"), having offices at 5151 N. Colony Blvd, The Colony, Texas 75056 has requested Texas Rangers Baseball Partners (the "Rangers") to provide the services recited herein to conduct a youth sport camp. In consideration of the Camp and Rangers executing this Agreement, making the covenants set forth below and paying the consideration described below, Camp and Rangers have agreed to perform the following. 1. Rangers Services: The Rangers shall provide the equipment ("Rangers Equipment") and services set forth in the attached Exhibit A. 2. Camp Services: The Camp shall provide the equipment ("Camp Equipment") and services set forth in the attached Exhibit B. 3. Camp Fee: a. The Camp shall be responsible for collecting all camp fees from the participants and remitting these funds to the Rangers. The base camp fee will be $210 per participant, all of which will be remitted to the Rangers. The Camp reserves the right to increase the fee up to $40, in which case the Camp will retain any excess over the base camp fee of $21 0 per participant to cover its expenses. b. The Camp will pay the Rangers the deposit and camp fees as follows: 1. Non-refundable deposit due upon the signing of this contract in the amount of$1000; 11. Non-refundable payment due on April 14, 2006 in the amount of $210 per participant registered to date; 111. Non-refundable payment due on April 28, 2006 in the amount of $210 per participant registered to date, less the payment made on April 14; IV. Non-refundable payment due on May 12, 2006 in the amount of $210 per participant registered to date, less the payments made on April 14 and 28; v. Non-refundable payment due on May 26, 2006 in the amount of $210 per participant registered to date, less the payments made on April 14, April 28 and May 12; and VI. Non-refundable payment due on June 9, 2006 in the amount of $210 per participant registered to date, less the payments made on April 14, April 28, May 12 and May 26. 4. Date(s) and Times of Use. June lih - 15th; 2006 5. Location of Camp: The Colony Five-Star Complex, The Colony, Texas 75056 6. General Conditions. The Camp covenants and agrees with The Rangers as follows: (a) To provide the Rangers with a list of camp participants or with copies of the information obtained on the registration forms; (b) To keep Rangers Equipment in good order and repair and to be responsible for and reimburse Rangers for any damages caused to the Rangers Equipment by the Camp or its 1 employees, agents, campers or others using the Rangers Equipment, excluding normal wear, pursuant to this Agreement as determined by Rangers; (c) Not to assign or transfer its rights or obligations under this Agreement to any third party without the prior written consent of the Rangers, which consent may be withheld by Rangers in its sole and absolute discretion; (d) To obtain, prior to the Date of Use pursuant to this Agreement, from each camper, invitee and/or guest (or if a minor, their parent or legal guardian) a legally binding release and waiver of liability in favor of the Indemnified Parties (defined below) in a form acceptable to the Rangers; . (e) To supervise and maintain control over all campers, invitees and/or guests participating in the Camp pursuant to this Agreement; and (f) To be solely responsible for obtaining any and all permits or licenses as required by the laws of the State of Texas or City of The Colony as related to this Agreement. If the Camp fails to comply with or breaches any of the above covenants, or in the event of any illegal or inappropriate conduct by the Camp, the Rangers reserves the right in its sole discretion to revoke the Camp's privileges and attendance granted under this Agreement, at which time this Agreement automatically shall terminate and the Camp immediately will immediately return any Rangers Equipment. In such event and notwithstanding such termination of this Agreement, the Camp will remain responsible for all charges incurred, expenses arising and liabilities accruing under this Agreement from the Camp's use of the Rangers Equipment, and will not be entitled to any refund of the camp fees. 7. LIABILITY AND INSURANCE. (a) THE CAMP FOR ITSELF AND ON BEHALF OF ITS OFFICERS, AGENTS, EMPLOYEES, VISITORS AND GUESTS (COLLECTIVELY WITH THE CAMP, THE "UNDERSIGNED'S PARTIES") HEREBY (A) WAIVES AND RELEASES SOUTHWEST SPORTS GROUP LLC, HICKS, INC., TEXAS RANGERS BASEBALL PARTNERS, SOUTHWEST SPORTS GROUP HOLDINGS LLC, SSG PARTNERSHIP HOLDINGS LLC, CITY OF THE COLONY, INCORPORATED AND THEIR RESPECTIVE AFFILIATES [COLLECTIVELY, THE "INDEMNIFIED PARTIES"] FROM ANY LIABILITY OR RESPONSIBILITY OF ANY KIND FOR ANY LOSS, DAMAGE OR INJURY TO ANY PERSON OR PROPERTY IN THE AREA OF USE, OR RESULTING FROM EVENTS OCCURRING AT THE CAMP, OR FOR DAMAGE TO RANGERS EQUIPMENT, FROM ANY CAUSE, AND (B) AGREES TO INDEMNIFY THE INDEMNIFIED PARTIES, FROM ALL LIABILITIES, LOSSES, COSTS AND EXPENSES, INCLUDING ATTORNEY'S FEES, ARISING FROM ANY CLAIM IN CONNECTION WITH THE UNDERSIGNED'S PARTIES' USE OF RANGERS EQUIPMENT, OR THE ACTS OR FAILURE TO ACT OF ANY OF THE UNDERSIGNED'S PARTIES, EXPRESSLY INCLUDING IN THE CASE OF BOTH CLAUSE (A) AND CLAUSE (B) ANY SUCH LOSS. DAMAGE. INJURY. LIABILITIES. LOSSES. COSTS AND EXPENSES ("INDEMNIFIED CLAIMS") WHICH MAY RESULT FROM OR ARISE IN ANY WAY IN CONNECTION WITH THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES BUT EXPRESSLY EXCLUDING ANY INDEMNIFIED CLAIMS WHICH MAY RESULT FROM OR ARISE IN ANY WAY IN CONNECTION WITH THE SOLE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES TO THE EXTENT PERMITTED BY LAW. 2 (b) The Camp agrees to provide general liability insurance in the amount of One Million Dollars ($1,000,000.00) per person and Three Million Dollars ($3,000,000.00) per occurrence with Southwest Sports Group LLC, Texas Rangers Baseball Partners, Hicks, Inc., Southwest Sports Group Holdings LLC, and SSG Partnership Holdings LLC, named as additional insured parties under the terms of such policy. Policies or certificates of insurance shall be submitted to the Rangers for approval prior to the Event. 8. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning its subject matter, and it supersedes and cancels all prior or contemporaneous agreements or understandings, written or oral, between the parties. 9. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS. THE CAMP AGREES AND CONSENTS TO EXCLUSIVE VENUE FOR ANY PROCEEDING ARISING IN CONNECTION WITH THIS AGREEMENT IN DENTON COUNTY, TEXAS. 10. Binding Effect; Modifications and Waivers. This Agreement shall be binding upon the heirs, successors, and permitted assigns of the Camp and the Rangers. This Agreement cannot be changed or modified, and no breach hereof shall be deemed waived or released, except in writing executed by the parties sought to be charged therewith. 11. Promotional Consent. The Camp hereby gives permission to the Rangers to use the name and any photographs or other likenesses of the Camp and all parties participating in the Camp pursuant to this Agreement in connection with promotions of the Camp. 12. Termination. The parties agree that the camp should have between 100 and 150 partICIpants. If fewer than 100 participants sign up, Rangers have the right, but not the obligation, to terminate this Agreement. No more than 150 participants should be accepted, without the prior consent of the Rangers. EFFECTIVE as of the date both parties have executed below. TEXAS RANGERS BASEBALL PARTNERS, a Texas general partnership CITY OF THE COLONY By: gk ~~ Authorized Signature Date: 3-d3-D~ Date: % 7t.L 0' 3 EXHIBIT A The Rangers agree to provide the following for the camp: a. Staff: 1 coach per 8-12 youth, 2 staff members, 2 former Rangers players. An additional former Ranger player will be added for every additional 25 campers over 100 campers. b. For each registered camper: Signed T-Shirt by current starting Ranger player, 2 tickets to a Rangers game, Notebook, Trading Cards, Sports To Life cards, Scouting Report, Camp Photo and Camp Certificate. The Rangers will also encourage payment deadlines with an additional offer of two tickets per registration. c. All sporting equipment necessary to conduct the camp. d. Permission for Camp to utilize Ranger logo and likeness in connection with selling of said camp, subject to the terms of the License Agreement (Exhibit C). e. The Rangers will provide to the Camp (1) Nightly Luxury Suite Rental for 24 people valued at $4,000 free of charge to a 2006 Texas Ranger Game. f. In addition, the Rangers will provide the camp with the opportunity to purchase (2) Nightly Luxury Suite Rentals for 12 people (with a value of $2000 each) to a 2006 Texas Ranger Game for the usual nightly rate. Proceeds from the sale of each suite will go to the Rangers in exchange for 12 youth attending camp per suite sold. g. Additionally, 50 tickets vouchers to a Ranger game valued at a $23 will be made available to the camp to distribute to other organizations that sponsor or promote this camp. h. The Rangers will also allow the camp (1) complimentary spot in the camp for every (10) registrations. (100 Registrations = 10 Comps). 1. During an agreed upon date, a camp representative will have the opportunity to throw out the first pitch at a Texas Ranger 2006 game. The camp will also have the right for a group of youngsters to be introduced prior to a selected game night. J. Jim Sundberg will make one appearances for the camp in conjunction with the sale of this camp to the community. k. The Rangers will provide a Ranger alumni player to make two appearances to opening day activities for youth organizations in or around the camp during the month of March in 2006. 1. The $1000 deposit from the Camp to Rangers will be earnest money for the creation and printing of a youth camp advertising flyer and registration form tailored to the community of interest. This is a non-refundable deposit. 4 EXHIBIT B Camp agrees to provide all of the following: a. Camp site with 4-5 fields, b. Fields prepared with bases, c. Water coolers for each field, d. Assistance with additional sports equipment per size of camp, e. First Aid personnel, and f. Field preparation equipment and personnel. 5 Exhibit C License Agreement THIS LICENSE AGREEMENT by and between Texas Rangers Baseball Partners, 1000 Ballpark Way, Suite 400, Arlington, Texas 76011 ("Licensor"), and the City of the Colony ("Licensee") is made as of the latest date signed by the parties hereto. Tms WILL CONFIRM OUR AGREEMENT AS FOLLOWS: 1. GRANT OF LICENSE: Licensor grants to Licensee for the term of this Agreement, subject to the terms and conditions hereinafter contained, the non-exclusive license ("License") to utilize the names, characters, symbols, designs, likenesses and visual representations of the Texas Rangers Baseball Club (collectively, "Logos"), to be used solely in connection with youth sports camps and the advertisements and solicitations for advertisements pursuant to that equipment (collectively, "Licensed Product(s)"). This license does not constitute and may not be used so as to imply the endorsement of the Licensed Product(s) or any other product of Licensee by Licensor, the Office of the Commissioner of Baseball, the American League of Professional Baseball Clubs or National League of Professional Baseball Clubs ("Leagues") or any member club of the Leagues (collectively, "Clubs"). While the Logos licensed herein may be used as trademarks subject to the terms of this License Agreement, the Logos are not licensed herein for use as certification marks or indications of a particular standard of quality. Any exclusivity granted hereunder, if any, shall pertain only to the extent of the items described herein. Licensor warrants and represents that Licensor has full authority to license the Logos in connection with the manufacture, distribution, promotion, advertisement and sale of the Licensed Product(s). 2. TERRITORY: Licensee shall be entitled to use the License only in the territory of the State of Texas ("Licensed Territory"). Licensee will not make use of or authorize any use of this License or the Licensed Product(s) outside the Licensed Territory or distribute or sell the Licensed Product(s) directly or through others to retailers outside the Licensed Territory. 3. LICENSE PERIOD: The License shall be effective and terminate as of the dates specified in the parties' youth sports camp agreement, unless sooner terminated or renewed in accordance with the terms and conditions hereof (such period, the "Licensed Period"). 4. PAYMENT: Licensee agrees to pay Licensor the sums specified in the parties' youth sports camp agreement. 5. INDEMNIFICATIONS AND PROTECTIONS: A. Licensor hereby agrees to indemnify, defend and hold Licensee and its owners, shareholders, directors, officers, employees, agents, representatives, successors and assigns harmless from any claims, suits, damages or costs (including reasonable attorneys' fees and expenses) arising from (i) challenges to Licensor's authority to license the Logos in connection with the manufacture, distribution, promotion, advertisement and sale of the Licensed Product(s) or (ii) assertions to any claim of right or interest in or to the Logos as authorized and used on the Licensed Products, provided in each case that Licensee shall give prompt written notice, cooperation and assistance to Licensor relative to any such claim or suit, and provided further in each case that Licensor shall have the option to undertake and conduct the defense of any suit so brought and to engage in settlement thereof at its sole discretion. B. Licensee shall assist Licensor, to the extent necessary, in the procurement of any protection or to protect any of Licensor's rights to the Logos, and Licensor, if it so desires and in its sole discretion, may commence or prosecute any claims or suits in its own name or in the name of Licensee or join Licensee as a party thereto. Licensee shall notify Licensor in writing of any infringements or imitations by others of the Logos of which it is aware. Licensor shall have the sole right to determine whether or not any action shall be taken on account of any such infringements or imitations. Licensee shall not institute any suit or take any action on account of such infringements or imitations without first obtaining the written consent of Licensor to 6 do so. Licensee agrees that it is not entitled to share in any proceeds received by Licensor (by settlement or otherwise) in connection with any formal or informal action brought by Licensor hereunder. C. Licensee hereby agrees to indemnify, defend and hold Licensor and its owners, shareholders, directors, officers, employees, agents, representatives, successors and assigns harmless from any claims, suits, damages and costs (including reasonable attorneys' fees and expenses) arising out of (i) any unauthorized use of or infringement of any trademark, service mark, copyright, patent, process, method or device by Licensee or anyone claiming by, through or under Licensee in connection with the Licensed Product(s) covered by this Agreement, (ii) alleged defects or deficiencies in said Licensed Product(s) or the use thereof, or false advertising, fraud, misrepresentation or other claims related to the Licensed Product(s) not involving a claim of right to the Logos, (iii) the unauthorized use of the Logos or any breach by Licensee of this Agreement, (iv) libel or slander against, or invasion of the right of privacy, publicity or property of, or violation or misappropriation of any other right of any third party, and/or (v) agreements or alleged agreements made or entered into by Licensee to effectuate the terms of this Agreement. Licensor shall give Licensee notice of the making of any claim or the institution of any action hereunder and Licensor may at its option participate in any action. The indemnifications hereunder shall survive the expiration or termination of this Agreement. 6. COPYRIGHT AND TRADEMARK NOTICES AND REGISTRATIONS: Licensee further agrees that in any instance wherein the Logos of Licensor are used, the following general notice shall be included (i.e., on the product, on a label, on the packaging material or on a separate slip of paper attached to the product): "The Texas Rangers insignias depicted on this product are trademarks which are the exclusive property of Texas Rangers Baseball Partners and may not be reproduced without its express, prior, written consent." All Licensed Product(s) shall contain a permanently affixed label that displays Licensee's name. All Licensed Product(s) components which bear any of the Logos (embroidered emblems, cloth or paper labels, hangtags, etc.) shall be manufactured in-house by Licensee or shall be obtained only from one or more suppliers officially authorized by Licensor to produce those components. All uses of the Logos shall also include any designations legally required or useful for enforcement of copyright, trademark or service mark rights (e.g., "(c)," "(R)" or "TM"). Licensee shall submit a copy of its specifications for all of the above notices (including copies of its artwork, layouts or mold blueprints) to Licensor for its review prior to using the Logos or selling any Licensed Product(s). Licensor shall have the right to revise the above notice requirements and to require such other notices as shall be reasonably necessary to protect the interests of Licensor in the Logos. Licensee agrees to advise Licensor of the initial date of the marketing of each Licensed Product, and upon request, to deliver to Licensor the required number and type of specimen samples of the Licensed Product, labels or the like upon which the Logos are used for use in procuring copyright, trademark and/or service mark registrations in the name of and at the expense of Licensor as the legal entity owning the Logos, in compliance with any laws relating to copyright, trademark and service mark registrations. Except to the extent set forth in any schedules attached to this Agreement, Licensor shall be solely responsible for taking such action as it may deem appropriate to obtain such copyright, trademark or service mark registrations for its or their Logos. If it shall be necessary for Licensee to be the applicant to effect any such registrations, Licensee shall and hereby does assign all of its rights in each such application and any resulting registration to Licensor or any other appropriate owner thereof, and further agrees to execute all papers necessary to effectuate and/or confirm such assignments. Licensee shall perform all acts necessary and execute all documents necessary to effectuate its registration as a user of the Logos where such registration is needed. Licensee also agrees that, in any case where it employs the services of photographers or artists in connection with the production, promotion, marketing or distribution of the Licensed Product(s), it will require each such photographer or artist to agree that the photographic or artistic works he or she produces for Licensee shall be "works made for hire" for the purposes of the copyright laws, and that to the extent such photographic or artistic works may not qualify as "works made for hire," the copyright in each such work is assigned to Licensor. 7. APPROVALS: Licensor shall have absolute approval of the Licensed Product(s) and of all packaging, advertising and promotional material at all stages of the development thereof. Licensee agrees to furnish in a timely manner to Licensor, free of cost, for its written approval as to quality and style, designs of each Licensed Product and samples of each Licensed Product. In any instance where any matter is required to 7 be submitted to Licensor for Licensor's approval, that approval shall be granted or withheld in Licensor's sole discretion. 8. DISTRIBUTION: Section intentionally omitted. 9. GOODWILL: Licensee recognizes the great value of the publicity and good will associated with the Logos and, in such connection, acknowledges that such good will belongs exclusively to Licensor and the Logos have acquired a secondary meaning in the minds of the purchasing public. 10. agrees that: SPECIFIC UNDERTAKINGS OF LICENSEE: During the License Period, Licensee A. It will not acquire any rights in the Logos as a result of its use thereof and all use of the Logos shall inure to Licensor's benefit; B. It will not, directly or indirectly, attack the title of Licensor in and to, the Logos or any copyright, trademark or service mark pertaining thereto, nor will it attack the validity of the License granted hereunder, nor will it use the Logos in any manner other than as licensed hereunder; C. It will not at any time apply for any registration of any copyright, trademark, service mark or other designation which would affect the ownership of the Logos, or file any document with any governmental authority or take any action which would affect the ownership of the Logos or aid or abet anyone in doing so; D. It will not harm, misuse or bring into disrepute the Logos; E. It will manufacture, sell, promote, advertise and distribute the Licensed Product(s) in a legal and ethical manner and in accordance with the terms and intent of this Agreement; F. It will not create any expenses chargeable to Licensor without the prior written approval of Licensor; G. It will protect to the best of its ability the right to manufacture, sell and distribute the Licensed Product( s) hereunder; H. It will not, without the prior written consent of Licensor, enter into any sublicense or agency agreement for the manufacture, sale, promotion, advertisement or distribution of the Licensed Product(s); 1. It will comply with such guidelines and/or requirements as Licensor may announce from time to time. It will comply with all laws, regulations and standards relating or pertaining to the manufacture, sale, advertising or use of the Licensed Product( s) and shall maintain the highest quality and standards, and shall comply with the requirements of any regulatory agencies (including, without limitation, the United States Consumer Safety Commission) which shall have jurisdiction over the Licensed Product(s); J. It will not disclose any confidential, private, restricted or otherwise nonpublic information concerning Licensor or Major League Baseball which it may become privy to during the term of this Agreement; 11. ACKNOWLEDGMENT OF RIGHTS: Licensee hereby acknowledges the proprietary nature of all names and logos of Licensor and acknowledges that all rights, title and interest to such names or logos belong to Licensor. Licensee represents that it has not made any unauthorized use of names or logos, has not conferred or will not confer, as the case may be, any rights or benefits upon it whatsoever, and any rights created by such use shall inure to the benefit of Licensor. 12. INJUNCTION: Licensee acknowledges that its failure to perform any of the terms or conditions of this Agreement, or its failure upon the expiration or termination of this Agreement to cease the 8 manufacture of the Licensed Product(s) and limit their distribution and sale as provided in Paragraph 17 hereof, shall result in immediate and irreparable damage to Licensor. Licensee also acknowledges that there may be no adequate remedy at law for such failures and that in the event thereof Licensor shall be entitled to equitable relief in the nature of an injunction and to all other available relief, at law and/or in equity. 13. RESERVATION OF RIGHTS: Licensor retains all rights not expressly and exclusively conveyed herein, and Licensor may license firms, individuals, partnerships or corporations to use the Logos, artwork and textual matter in connection with other products, provided that any such other products shall not be identical to the Licensed Product(s) contemplated herein. 14. MISCELLANEOUS: Licensee acknowledges that this Agreement is for the term of the agreement only and that neither the existence of this Agreement nor anything contained herein shall impose on Licensor any obligation to renew or otherwise extend this Agreement after expiration of the License Period. 9 EXHIBIT D TERMS AND CONDITIONS FOR SUITE USE AT AMERIQUEST FIELD IN ARLINGTON 1. Camp covenants and agrees with the Rangers as follows: (a) To be responsible for any additional charges for food, beverage, gratuities and any other costs or expenses incurred by Camp or its guests during use of the suite, which charges must be paid in full prior to Camp leaving the suite on the license date, with such amounts being in addition to the Rights Fee; (b) or its guests; To keep the suite in good order and repair and reimburse Rangers for any damages caused to the suite by Camp (c) To comply with all requirements, rules and regulations of the Rangers, the Rules and Regulations of the Diamond Club, the Constitution and Rules of the American League of Professional Baseball Clubs, the Constitution and Rules of Major League Baseball, the Texas Alcoholic Beverage Commission, and the ordinances and statutes ofthe City of Arlington or any other governmental body, and all other applicable laws, codes, ordinances, rules and regulations governing the suite and Ameriquest Field when using and occupying the suite; (d) Not to assign or transfer its rights or obligations under this Agreement to any third party without the prior written consent of the Rangers, which consent may be withheld by the Rangers in their sole and absolute discretion; and (e) Not to attach or display any advertisements, signs, or notices in or on the outside ofthe suite. 2. If Camp or its guests fail to comply with or breach any of the above covenants, or in the event of any illegal or inappropriate conduct by Camp or its guests, the Rangers reserve the right in their sole discretion to revoke Camp's rights granted under this Agreement, at which time this Agreement automatically shall terminate and Camp and its guests shall immediately vacate the suite and leave Ameriquest Field. In such event and notwithstanding such termination of this Agreement, Camp will remain responsible for all charges incurred, expenses arising and liabilities accruing under this Agreement from Camp's use of the suite, and will not be entitled to any refund of the Rights Fee. 3. Lost or Stolen Tickets. Lost tickets must be repurchased at full price. If the tickets are found and returned, Camp will be given a full refund. Stolen tickets will be reprinted at no charge with a police report. If a police report is not provided, the tickets must be repurchased at full price. 4. LIABILITY. CAMP (A) FOR ITSELF AND ON BEHALF OF CAMP'S OFFICERS, AGENTS, EMPLOYEES, VISITORS AND GUESTS (COLLECTIVELY WITH CAMP, THE "CAMP PARTIES") (I) HEREBY WAIVES AND RELEASES SSG AND THEIR PRESENT AND FUTURE SUBSIDIARIES, AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, STAKEHOLDERS, SHAREHOLDERS, AGENTS, OTHER REPRESENTATIVES, SUCCESSORS AND ASSIGNS AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, STAKEHOLDERS, SHAREHOLDERS, AGENTS, OTHER REPRESENTATIVES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE "RANGERS PARTIES"), FROM ANY LIABILITY OR RESPONSIBILITY OF ANY KIND FOR ANY LOSS, DAMAGE OR INJURY TO ANY PERSON OR PROPERTY IN THE SUITE, OR RESULTING FROM EVENTS OCCURRING IN THE SUITE, OR FOR DAMAGE TO THE SUITE ITSELF, FROM ANY CAUSE, AND (B) AGREES TO INDEMNIFY THE RANGERS PARTIES FROM AND AGAINST ALL LIABILITIES, LOSSES, COSTS AND EXPENSES, INCLUDING ATTORNEY'S FEES, ARISING FROM ANY CLAIM IN CONNECTION WITH THE CAMP PARTIES' USE OR OCCUPANCY OF THE SUITE, OR THE ACTS OR FAILURE TO ACT OF ANY OF THE CAMP P ARTIES, EXPRESSLY INCLUDING IN THE CASE OF BOTH CLAUSE (A) AND CLAUSE (B) ANY SUCH LOSS. DAMAGE. INJURY. LIABILITIES. LOSSES. COSTS AND EXPENSES ("INDEMNIFIED CLAIMS") WHICH MAY RESULT FROM OR ARISE IN ANY WAY IN CONNECTION WITH THE NEGLIGENCE OF THE SSG PARTIES. BUT EXPRESSLY EXCLUDING ANY INDEMNIFIED CLAIMS WHICH MAY RESULT FROM THE SOLE NEGLIGENCE OF THE RANGERS PARTIES. 5. Relocation. The Rangers may, in their sole discretion, substitute for the suite another suite located in Ameriquest Field (the "Substitute Suite") for Camp's use on the license date, in which eventthe Substitute Suite shall be deemed to be the Suite for all purposes hereunder. 10