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Purchase Agreement

Ball Arena Private Event Space and Suite License Agreement

Last Updated: March 3, 2025

    1. General Terms
      1. Use. Subject to the terms and conditions herein, Licensor grants to Licensee a revocable license to use the space/suite listed on the cover page (“Cover Page”) of this Agreement (the “Licensed Area”) for the sole purpose of holding the private event (the “Private Event”) or attending the concert, sporting event, or other event open to the general public (the “Public Event”) listed on the Cover Page. The Private Event or Public Event may be referred to herein as the “Event.”
      2. Dates of Use. Licensee’s license to use the Licensed Area for the Event is limited to the date(s) and time(s) set forth on the Cover Page (the “Term”), unless this Agreement is earlier terminated pursuant to the provisions hereof, in which case Licensee’s license shall immediately terminate.
      3. Non-Trasferability. Except as expressly permitted below, Licensee shall not assign, sublicense, sell, or otherwise transfer (“Transfer”) this Agreement or any of Licensee’s rights and obligations hereunder (including without limitation any tickets, parking passes or space access) in any form or format to any Event, without Licensor’s prior written consent. Licensee may Transfer Event tickets and parking passes to Licensee’s guests and invitees, provided that such Transfer is not for monetary consideration and not arranged through use of a third-party broker, application, or website (e.g., VividSeats, Suite Experience Group, StubHub, Seat Geek, Facebook Marketplace, etc.). Any Transfer in violation of this section shall be null and void, have no effect, and constitute a breach by Licensee of this Agreement. No Transfer shall limit or release Licensee’s liability hereunder.
      4. Payment.
        1. License Fee. In consideration of the license granted hereunder, Licensee agrees to pay the sum set forth on the Cover Page (the “License Fee”), plus all costs incurred by Licensor in connection with Licensee’s use of the Licensed Area, including, without limitation, costs incurred for the provision of food and beverage and, if the Event is a Private Event, any additional services as requested by Licensee. If any payment is not received by Licensor by the date(s) listed on the Cover Page, Licensor shall have no obligation to hold the reservation of Licensee for the Event and may terminate this Agreement and retain any amounts received by Licensor from Licensee under this Agreement (forfeited by Licensee).
        2. Deposit. As security for the prompt and full payment of all fees and other amounts payable under this Agreement, including, but not limited to, the License Fee, fees for Ancillary Services (if applicable), late charges, and amounts due to Licensor or its concessionaire(s) for food and beverage services, Licensee may be required to place a deposit with Licensor as instructed by Licensor.
        3. Taxes. If any taxes or fees are levied, assessed or imposed on the License Fee or any other charges which are payable to Licensor pursuant to this Agreement, Licensee shall reimburse Company for any and all taxes or fees paid, or required to be paid, by Company to the applicable entity (as well as any related penalties and interest on delinquent payments) within thirty (30) calendar days after receiving Company’s request for such taxes or fees.
        4. Method of Payment. Licensee shall provide a valid credit card that they have the right to use upon execution of this Agreement, and Licensee hereby authorizes the use of such credit card for all charges and fees related to this Agreement. However, Licensor shall have the ability to allow for alternative payment methods (e.g., wire transfer, check, etc.) at its discretion, as communicated to Licensee in writing. Licensor shall keep the credit card number and billing information on file in compliance with the Payment Card Industry Data Security Standard (PCI DSS). Licensee shall not be entitled to the payment of any interest whatsoever on any amounts paid to Licensor under this Agreement. Licensor shall also have the right to charge Licensee’s credit card to cover any expenses incurred by or at the direction of Licensor for the restorations, repairs, and/or replacements as provided in Sections 7 or 8(a) below.
        5. No Cancellation. Unless otherwise provided herein, this Agreement is non-cancellable and all payments under this Agreement are non-refundable.
      5. Compliance with Laws and Rules of the Venue. In addition to the requirements imposed by this Agreement, Licensor shall have the right to adopt and amend reasonable rules and regulations (“Rules”) as Licensor deems desirable at its reasonable discretion for the safety, care and cleanliness of the venue in which the Licensed Area is located (the “Venue”) and the preservation of good order and repair within the Venue. Licensor shall not be liable to Licensee for any breach of the Rules by other attendees, invitees or patrons. Violation of any Rules may result in ejection from the Venue, with no refund or credit of any payments made by Licensee or Licensee’s staff, invitees, or guests. Smoking is not permitted in any part of the Venue. No flammable, dangerous or explosive materials may be brought on site. Licensee and Licensee’s staff, invitees, and guests shall, while in the Licensed Area or within the Venue or on its grounds, comply with all state and local laws, rules and regulations (including without limitation those governing the sale, possession and consumption of alcoholic beverages). Licensee, whether present or not within the Licensed Area, the Venue or on its grounds, shall be responsible for controlling its staff, invitees, and guests. Licensee and Licensee’s staff, invitees, and guests are prohibited, while in the Licensed Area or within the Venue or on its grounds, from the possession, use or sale of any illegal substance.
      6. Incident Notification. Licensee shall give prompt notice to Licensor of any accident, injury, or other incident occurring in the Licensed Area and of any deficiency in the space or services provided to, or associated with, the Licensed Area or Event.
      7. Licensor Access and Control. Licensor and its employees, contractors, and agents shall have the continued right to enter the Licensed Area at any and all times for: (a) the performance of the duties by or on behalf of Licensor under this Agreement; (b) any purpose related to this Agreement; (c) to investigate any suspected, alleged, or actual violation of the provisions of this Agreement, the Rules or any applicable governmental laws or regulations; and (d) generally, to inspect the Licensed Area, Venue, and the condition of the same.
      8. Return of Licensed Area. Licensee agrees not to omit or do any act, or allow any omission or act to be done by its staff, invitees, or guests, prior to, during, or after the Event which damages, defaces, destroys, or otherwise injures any part of the Licensed Area or Venue. Upon expiration of the Term, Licensee shall return the Licensed Area to Licensor in as good condition and repair and in the condition received at the beginning of the Term, excepting usual wear and tear. If it becomes necessary to replace, alter or rearrange any equipment or fixtures in the Licensed Area, Licensee shall so notify Licensor and obtain Licensor’s prior written consent thereto, and Licensee shall return and restore such fixtures or equipment to its original place and condition, or repair or replace the same if necessary. The finality of any such restoration, repair, or replacement shall be subject to Licensor’s written approval, which approval shall not be unreasonably withheld. All such restoration, repair, or replacement shall be performed at Licensee’s sole expense. If Licensee returns the Licensed Area to Licensor in any condition other than the condition of the Licensed Area prior to the Event, Licensor shall have the right to make any necessary restoration, repair, or replacement and charge such actual expenses to Licensee’s account and/or credit card on file in accordance with Section I.C. Licensee shall not permit its staff, invitees, or guests to enter any restricted area of the Venue.
      9. Indemnification.
        1. Licensee shall at all times defend, indemnify, and hold harmless the City of Denver, Kroenke Sports & Entertainment, LLC, Kroenke Arena Company, LLC, each of their respective parent, subsidiary, and affiliate entities (including specifically but without limitation Colorado Avalanche, LLC, KSE Lacrosse, LLC, The Denver Nuggets, LP, and KSE Soccer, Inc.) and each of the aforementioned entities’ respective members, owners, governors, officers, managers, directors, agents, representatives, employees, contractors, sponsors, vendors, shareholders, and landlords (the “KSE Entities”) from any claims, controversies, losses, damages, liabilities, demands, liens, suits and expenses (collectively, “Claims”), including without limitation reasonable attorneys’ fees and court costs, arising out of or related to: (a) any breach or threatened breach of any of Licensee’s covenants or obligations hereunder; (b) any negligent act or omission, more culpable act, or misconduct of Licensee, its members, partners, officers, directors, employees, contractors, agents and other persons assisting Licensee (whether on a paid or voluntary basis), patrons, guests and invitees, or any Private Event participants or artists; (c) any damage, destruction, or injury to any person or property (real or personal) caused by Licensee or its staff, invitees, or guests; (d) any property restoration, repair, or replacement performed by, through, or on behalf of Licensee under this Agreement; (e) any of Licensee’s advertisement or marketing/promotional efforts related to the Private Event; (f) any misrepresentation made by Licensee hereunder; and (g) any injury, disability, illness, or death to person or loss of or damage to property sustained or occurring in or outside the Suite or in or outside the Arena (and, in particular, and without limiting the generality of the foregoing, on or about the elevators, stairways, public corridors, sidewalks, concourses, approaches, alleyways, parking lots, and other appurtenances and facilities used in connection with the Arena), arising directly or indirectly and in whole or in part out of the use or occupancy of the Suite and/or the Arena, by Licensee, Licensee’s staff, invitees, or guests, or by any person claiming by, through or under the Licensee. Notwithstanding the foregoing, Licensee shall have no indemnification obligation for Claims that arise from: (y) a material breach by Licensor of any of its warranties, representations, covenants, or obligations under this Agreement; or (z) the gross negligence or willful misconduct of a KSE Entity in connection with this Agreement. Licensee’s indemnification obligations shall survive the termination or expiration of this Agreement.
        2. Licensor shall at all times defend, indemnify, and hold harmless Licensee, its parent, subsidiary and affiliate entities, and each of their respective members, owners, officers, managers, directors, agents, representatives, employees, shareholders, and landlords (the “Licensee Indemnitees”) from any Claims to the extent that such Claims are caused by the gross negligence or willful misconduct by Licensor or Licensor’s employees, contractors, or other agents assisting Licensor in performing its obligations hereunder (whether on a paid or voluntary basis), provided that Licensor shall have no indemnification obligation in connection with Claims to the extent they arise from: (y) any of the Licensee Indemnitees’ breach of any of its warranties, representations, covenants, or obligations under this Agreement; or (z) the negligence or willful misconduct of any Licensee Indemnitees. Licensor’s indemnification obligations shall survive the termination or expiration of this Agreement.
      10. Insurance. Licensee shall provide evidence of Commercial General Liability insurance with a minimum of $1,000,000 per occurrence for bodily injury and/or property damage liability in relation to this Agreement. Said insurance shall also include liability arising from personal injury and contractual liability. If alcohol is being served by or through Licensee, Licensee shall provide evidence of host liquor liability with a minimum limit of liability of $1,000,000 per occurrence. All insurance policies shall be issued by insurance carriers licensed to do business in Colorado, and which have an A.M. Best Rating of AVI or better. The KSE Entities shall be named as additional insureds on such insurance policies and such policies shall be “occurrence” type policies and not “claims made” policies. Licensee shall furnish Licensor with certificates of such insurance at least fifteen (15) days prior to the Event date. If Licensee cannot or does not provide evidence of insurance in compliance with the requirements of this Agreement, Licensor may: (i) provide insurance at Licensee’s sole expense (Licensee shall immediately reimburse Licensor for the costs of the same); or (ii) terminate this Agreement and retain any amounts paid to Licensor hereunder (forfeited by Licensee).
      11. Termination. If Licensee breaches this Agreement (which breach includes, but is not limited to, failure to make prompt payment of any amounts and fees required by this Agreement, unauthorized Transfer, etc.), Licensor, in addition to any other rights and remedies, shall have the right to terminate this Agreement and Licensor’s access, tickets, passes, etc., and Licensor shall retain any amounts paid to Licensor hereunder (forfeited by Licensee).
      12. Partial Invalidity. If any provision of this Agreement is deemed invalid or unenforceable pursuant to any statute, regulation or rule of law, the remaining provisions of this Agreement will remain valid and enforceable.
      13. Limitation of Liability. NONE OF THE KSE ENTITIES WILL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF REVENUE OR PROFIT IN CONNECTION WITH THE PERFORMANCE OR FAILURE TO PERFORM THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM BREACH OF CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY. LICENSOR’S TOTAL LIABILITY SHALL BE LIMITED TO THE TOTAL AMOUNTS PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT.
      14. Force Majeure. Licensor shall not be in breach of this Agreement if any performance required under this Agreement is prevented or preempted because of: an act of God; an act of a public enemy; civil disturbance or unrest; lawsuit; injunction; lightning, fire, hail, or snow; explosion or other serious casualty; water damage; terrorist attack (or threat thereof); epidemic or pandemic (including without limitation COVID-19 and any variations or mutations thereof and any related epidemics/pandemics) or residual effect thereof; quarantine restriction; other disease or illness; strike, lock-out or labor dispute (without regard to the reasonableness of any party’s demands or any party’s ability to satisfy such demands); accident or sabotage (such as a bomb threat or actual or threated cyber-attack); unusually severe weather (including hurricane, earthquake, tornado, landslide, blizzard or flood); war (whether declared or not) or threats thereof; blockades; embargoes; condemnation or other taking by the action of any governmental body on behalf of any public, quasi-governmental or private entity; any action or change in law, regulation or rule by a governmental entity or other governing body (such as a professional sports league); a day of national mourning; shortages or failures of sources of labor, material, energy, fuel, water, other vital utility, technical facilities, equipment or transportation; or any cause whatsoever, whether similar or dissimilar to the foregoing, beyond the reasonable control of Licensor (a “Force Majeure Event”). For avoidance of doubt, the parties agree that the failure of the parties to list a particular act, event or condition in the foregoing definition shall not, in of itself, preclude such unenumerated act, event or condition from qualifying as a Force Majeure Event. A Force Majeure Event shall not entitle Licensee to terminate this Agreement or change any payment obligations herein. In the case of a Force Majeure Event, the parties will work together to reschedule the Event, and shall use commercially reasonable efforts to confirm the date of the rescheduled Event within thirty (30) days following such Force Majeure Event. The rescheduled date shall not be later than one year after the originally scheduled date for the Event. If the Event is rescheduled as set forth in this Section, any prepaid, unearned amounts received by Licensor from Licensee under this Agreement will be applied to the rescheduled Event.
      15. Entire Agreement; Amendment; Assignment. As between Licensor and Licensee, this Agreement constitutes the entire agreement between Licensor and Licensee with respect to Licensee’s use of the Licensed Area for the Event and supersedes all prior agreements, understandings and representations relating to the subject matter. This Agreement may only be amended, modified or supplemented by a written agreement between Licensor and Licensee, signed by authorized representatives of each party. This Agreement may not be assigned by either party except with the prior written consent of the other party; provided, however, that Licensor may assign this Agreement, in whole or in part, without the prior written consent of Licensee to (a) any successor to substantially all of the business of Licensor (or the applicable KSE Entity), or (b) any entity that controls, is controlled by, or is under common control with Licensor, on the condition that such new party assumes all of Licensor’s obligations under this Agreement. Any attempted assignment in violation of the foregoing is null and void.
      16. Governing Law; Notices. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado without regard to conflicts of laws principles. Litigation regarding any dispute arising out of this Agreement shall be brought in a court of competent jurisdiction located in Denver, Colorado, and Licensee consents to the jurisdiction of such court and to the service of process by mail. Each Party waives any objection it may have based on improper venue or forum non conveniens to the conduct of any such action or proceeding in such court. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to the Agreement or the transactions contemplated hereby. In the event of any legal action by which a party seeks to enforce or defend its rights under this Agreement or seeks a declaration of any rights or obligations under this Agreement, the Prevailing Party will be entitled to recover from the Non-Prevailing Party its reasonable attorneys’ fees and court costs. The “Prevailing Party” means the net winner of a dispute (whether by compromise, settlement, or judgment), taking into account the claims pursued (successfully or unsuccessfully), the amount of money sought, the amount of money awarded, and offsets or counterclaims pursued (successfully or unsuccessfully) by the other Party (the “Non-Prevailing Party”). If a written settlement offer is rejected and the judgment or award finally obtained is equal to or more favorable to the offeror than an offer made in writing to settle, the offeror is deemed to be the Prevailing Party from the date of the offer forward.
        Unless otherwise expressly provided, any notice, request, demand, waiver or other communication required or permitted to be given under this Agreement shall be by (a) hand; (b) registered or certified mail, (c) by electronic mail at the email address set forth on the Cover Page or (d) overnight courier to the receiving party at the address set forth on the Cover Page. The effective date of any notice shall be the actual confirmed delivery date (or attempted delivery date if a notice is affirmatively rejected by the intended recipient). Either party may change the address to which notices are required to be sent by giving notice of such change in accordance with this section to the other party.
      17. Illness-Specific Provisions. Licensee and its staff, invitees, and guests: (i) acknowledge the contagious nature of diseases, viruses, bacteria, illnesses, and the causes thereof (including without limitation communicable and/or infectious diseases, COVID-19, and any variations, strains, and mutations thereof) (collectively, “Illnesses”); and (ii) voluntarily assume the risk that any individual attending the Event (and anyone they come into contact with) may be exposed to or infected by any Illnesses before, during, after, or in connection with attending the Event and/or presence at or around the Venue and that such exposure or infection may result in personal injury, illness, temporary or permanent disability, and/or death. Licensee and its staff, invitees, and guests must comply with all applicable Licensor and Venue policies, all Rules, and or any applicable governmental laws or regulations, in each case respecting Illnesses. Licensor, Venue, any applicable Event league or team, and their respective designees have the right to deny admission to or eject any person who any of the foregoing determine, in their sole discretion, poses a risk to the health or safety of others and/or whose conduct violates this Agreement or any applicable policy, Rules, law, or regulation. Licensee and its staff, invitees, and guests consent to any precautions that may be required by Licensor, Venue, any applicable Event league or team, or their respective designees as a condition for entry to the Venue or surrounding grounds or parking areas, including but not limited to requirements for: health screenings, social distancing, the wearing of masks in designated areas, proof of vaccination or a negative test. To help further mitigate the risk of transmission of Illnesses, Licensee agrees that Licensee’s staff, invitees, and guests will not attend the Event if any one or more of the following is true on the day of the Event:
        1. Within the 5 days prior to the Event, such individual has (or any person in such individual’s party or with whom such individual has had close contact has) tested positive for, or been exposed to someone who has tested positive for, COVID-19; or
        2. Within the 48 hours prior to the Event, such individual has (or any person in such individual’s party or with whom such individual has had close contact has) experienced symptoms of COVID-19 (e.g., a fever of 100.4⁰F or higher, cough, shortness of breath or difficulty breathing, chills, repeated shaking, muscle pain/achiness, headache, sore throat, loss of taste or smell, nasal congestion, runny nose, vomiting, diarrhea, fatigue or any other symptoms associated with COVID-19 identified by the Centers for Disease Control and Prevention).
    2. Terms Specific to Suite License. The following only applies if the Licensed Area is a suite (the “Suite”):
      1. Suite Tickets. Licensor shall provide the number of tickets and, if applicable, parking passes indicated on the Cover Page in advance of the Public Event for which the Suite is being used.
      2. Payment for In-Suite Hospitality. Any alcoholic beverages and/or food consumed in the Suite must only be obtained from Licensor’s designated suite concessionaire. All food, beverage and other services ordered in advance through Licensor, if indicated on the Cover Page or an exhibit to this Agreement, shall be paid as indicated on such form. Any additional food, beverage and other services requested and utilized by Licensee or any of Licensee’s staff, invitees, or guests must be paid for upon delivery (unless otherwise expressly agreed in writing by Licensor and/or its designated concessionaire).
      3. Suite Capacity. The maximum capacity of the Suite as stated on the Cover Page is based on fire code and other applicable by-laws and governmental regulations and must not be exceeded for any reason.
      4. Live Events. Use of camera, videotape, or audio recording equipment by Licensee or any of Licensee’s staff, invitees, or guests at the Public Event is strictly prohibited. Licensor, Venue, any applicable Event league or team, and their respective designees reserve the right to confiscate the photo, tape, or film and/or eject any person violating the foregoing provision. Licensee acknowledges that, for certain events, the nature of the Public Event may require Licensee to keep lighting and televisions off in the Suite during the performance.
      5. Promotional Use Prohibited. Licensee may not offer use of the Suite in connection with a public promotional plan without the prior written consent of Licensor.
      6. Decorations. No sign, banner, advertisement, or notice shall be hung from or otherwise exhibited in or around the Suite without the prior written consent of Licensor. At Licensee’s sole expense, any such signs, banners, advertisements, and notices (regardless of whether they had been approved) shall be removed at the request of Licensor and Licensee shall be responsible for any necessary corresponding restoration, repair, or replacement as provided in this Agreement.
      7. Relocation. Licensor reserves the right, in its sole discretion, to relocate the Licensed Area to a different suite of comparable or similar size and capacity within the Venue at any time.
      8. Public Event Cancellation. If the Public Event is cancelled and/or rescheduled to another date for any reason, Licensee shall not have the right to use the Suite for the Event date and, if applicable, any rescheduled Event date, and this Agreement shall terminate immediately. Licensor shall provide notice to Licensee of such termination and Licensor shall reimburse Licensee for any prepaid, unearned amounts received by Licensor from Licensee under this Agreement. This reimbursement shall be Licensee’s sole and exclusive remedy for such termination.
    3. Terms Specific to Room Rental/Private Events. The following only applies to spaces licenses other than for suites:
      1. Provisional Event Dates. A Private Event date falling more than sixty (60) calendar days from the date of this Agreement shall be deemed a “Provisional Event Date” until such time as the Private Event date falls within fifty-nine (59) calendar days of the date of this Agreement. Licensor expressly reserves the right to schedule a Public Event on any Provisional Event Date. If, in the sole discretion of Licensor, such Public Event cannot simultaneously occur with the Licensee’s Private Event, the Public Event will prevail and Licensee agrees to select one (1) of the following options: a) reschedule the Private Event for the next mutually agreed upon date at the same Licensed Area; b) retain the Private Event date and, subject to availability, relocate the Private Event to another acceptable Licensor room or venue; or c) terminate this Agreement in its entirety and receive a refund equal to the prepaid, unearned amounts received by Licensor from Licensee under this Agreement.
      2. Postseason. If an NBA, NHL, MLS, NLL, or other sports team playoff or finals game (“Postseason Game”) conflicts with a Private Event date and, in Licensor’s sole discretion, Licensee’s Private Event cannot simultaneously occur with such Postseason Game, the Postseason Game will prevail and Licensee agrees to select one (1) of the options set forth in Section III.A above.
      3. Cancellation. Unless otherwise provided herein, this Agreement is non-cancellable.
      4. Food and Beverage. If food and beverage are desired, Licensee must separately contract and pay for food and beverage services. Licensee specifically acknowledges and agrees that food and beverage services must only be provided by Licensor-authorized caterers. Licensor will provide Licensee with a list of authorized caterers to select from. Licensee acknowledges that all soft beverages must be provided by Licensor’s exclusive soft beverage provider and that alcoholic beverages, if permitted, must be provided and served by Licensor’s designated concessionaire. Licensee is solely responsible for ensuring that alcoholic beverages are solely consumed in relation to the Event by its staff, invitees, and guests who are at least twenty-one (21) years of age, in a state of health to consume the same, and are not overserved or driving after the Event.
      5. Additional Fees. Following the Event, Licensor shall determine its actual costs incurred in connection with Licensee’s use of the Licensed Area. If such actual costs are greater than the estimated costs paid by Licensee, Licensee shall promptly pay Licensor the difference between such amounts within ten (10) calendar days of the Event.
      6. Late Payment. If any amount payable under this Agreement in not received by Licensor when due, interest shall accrue at the greater rate of one and one-half percent (1.5%) per month (18% per annum) compounded monthly, or the maximum rate permitted by law.
      7. Ancillary Services. Licensor agrees to use commercially reasonable efforts to coordinate the providing of additional services as reasonably requested by Licensee in connection with the Event (the “Ancillary Services”). Licensee may be required to enter into separate agreements with third party providers of Ancillary Services, and Licensor shall have no liability to Licensee for any third party’s failure to execute any such agreement. Licensee acknowledges that the estimated Ancillary Services fees are only estimates, and that Licensor may determine the actual fee for the Ancillary Services.
      8. Tables and Chairs. Licensor expects, but makes no representation or warranty, that an adequate number of tables and chairs will be made available for the Event. If, for any reason, Licensor does not have an adequate number of tables and chairs available for the Event, Licensor agrees to notify the Licensee, and the Licensee may request additional tables and chairs as an Ancillary Service. Upon Licensee’s request and at Licensee’s sole expense, Licensor may engage an outside contractor to provide tables and chairs.
      9. Parking. Licensor shall provide, at no additional cost to the Licensee, access to parking spaces for the number of spaces identified on the Cover Page for the Event. In the case of a Private Event scheduled on the same day as a Public Event, parking may not be guaranteed or may be available for an additional charge. Upon the request of the Licensee, valet parking may be provided as an Ancillary Service at Licensee’s sole expense.
      10. Security. If Licensor determines, in the exercise of its sole and absolute discretion, that additional security for the Event is necessary, then Licensor shall provide at least ten (10) calendar days’ notice to Licensee and shall include the estimated cost of the additional security as an Ancillary Service. Licensor shall provide additional security for the Event at Licensee’s sole expense.
      11. Decorations. All displays, exhibits and decorations must conform to the City of Denver code and fire ordinances and should be free-standing without any attachments to walls, ceilings or floors. If, at Licensor’s sole discretion, the Venue requires additional cleaning above and beyond the usual and customary post-event cleaning, Licensor may provide or arrange for such cleaning at Licensee’s sole expense.
      12. Damage. Any damage caused to the Venue during the Event or during setup, teardown or cleanup shall be the sole responsibility of Licensee.
      13. Capacity and Right to Relocate. Should the number of expected attendees for the Event change, Licensor reserves the right, in its sole discretion, to (i) refuse entry to any additional attendees or (ii) reassign the Event to another appropriate location and charge Licensee for any additional costs that Licensor or Licensor-authorized caterers may incur.
      14. Sponsors. Licensee acknowledges that the terms and provisions of sponsorship agreements to which Licensor is a party may place restrictions upon Licensee’s activities in connection with the Event, including without limitation, food and beverage offerings and marketing and promotional activities. To this end, Licensor, in its sole discretion, may prohibit, exclude, ban or limit certain activities in connection with the Event, and Licensor shall provide Licensee with notice any applicable restrictions at least fifteen (15) calendar days in advance of the Event.