Legacy Sports Group, Llc Professional Services Agreement

Transcription

LEGACY SPORTS GROUP, LLCPROFESSIONAL SERVICES AGREEMENTThis Professional Services Agreement (“Agreement”) is entered into to beeffective as of the 1st day of January, 2022 by and between LEGACY SPORTS GROUP,LLC (“LSG” or “Manager”), an Indiana limited liability company, with address of 11650Olio Road, Suite 1000-356, Fishers, IN 46037, and the Westfield RedevelopmentCommission, Indiana (“RDC” or “Owner”), with an address of 2728 East 171st Street,Westfield, Indiana 46074. LSG and RDC are sometimes collectively referred to herein asthe “Parties," and individually as a “Party.”Article 1: SERVICESLSG will provide “Business Development and Support Services” at the GrandPark Sports Campus in the City of Westfield, Indiana (the “Campus”), as described inExhibit A to this Agreement, which may be amended from time to time by the writtenmutual agreement of the Parties (the “Professional Services”). Nothing in thisagreement shall be interpreted to include the following services in LSG’s scope ofProfessional Services under this Agreement: (i) legal services, (ii) insurance services, (iii)operations, maintenance, labor, security and other staffing services for day-to-daymanagement and operation functions of the Facilities (defined in Exhibit A); (iv) marketingservices, and (v) accounting/bookkeeping services.Article 2: FEES & EXPENSES: INVOICESSection 2.1: Fees. RDC shall compensate LSG in accordance with the provisionsof Section 5 of Exhibit A. Unless otherwise specified in Exhibit A, the RDC agrees to payLSG for any pre-approved travel and pre-approved out-of-pocket expenses incurred inperforming the Professional Services. LSG further agrees not to provide any ProfessionalServices to RDC that would cause the total cost of same to exceed the amount agreedupon in Exhibit A, without RDC’s prior written consent.Section 2.2: Taxes. The amounts payable to LSG under this Agreement areexclusive of any sales, service, ad valorem or other such tax in force from time to time.RDC agrees to pay such taxes as the same becomes due and as the context may require,exclusive, however, of personal property taxes, income taxes, franchise taxes, corporateexcise taxes, payroll taxes, worker's compensation or unemployment taxes, and incometaxes levied upon LSG.71903034v172049189v1

Section 2.3: Invoices. Unless otherwise specified in Exhibit A, LSG shall invoiceRDC in accordance with the provisions specified in Exhibit B. Undisputed portions of eachinvoice are due thirty (30) days from date of receipt by Owner.Article 3: INDEPENDENT CONTRACTORLSG's relationship with the RDC is that of an independent contractor, and nothingin this Agreement is intended to, or should be construed to create a partnership, agency,joint venture or employment relationship. LSG is not the agent of the RDC and is notauthorized to make any representation, contract, or commitment on behalf of the RDC.The Professional Services shall be performed and provided by LSG in the manner andmeans by which LSG chooses, unless otherwise specified in this Agreement. LSGhereby warrants and indemnifies RDC for and from any and all costs, fees, expensesand/or damages incurred by RDC and/or City of Westfield (“City”) as a result of any claimfor wages, benefits, or otherwise by any agent, employee, or contractor of LSG regardingor related to the subject matter of this Agreement. This indemnification obligation shallsurvive the termination of this Agreement.Article 4: INTELLECTUAL PROPERTYThe RDC and LSG agree that all rights, titles and interest to any copyrights,patents, trademarks, trade secrets and other intellectual property and proprietary rightsembodied in any works developed by LSG in the performance of this Agreement,(collectively, “LSG Intellectual Property”), including any new or useful, concept,discovery, improvement, technical development, or invention, whether or not patentablework, are the sole and exclusive property of LSG. Nothing contained herein shall serveto transfer any ownership rights in the LSG Intellectual Property, and the ProfessionalServices performed shall be deemed to be a work made for hire. The RDC agrees that itshall not take nor permit any action which would infringe upon LSG’s rights to the LSGIntellectual Property. LSG will not use the RDC’s name or trademark, including alltrademarks and other intellectual property rights in the Grand Park name, logo, andrelated items (the “RDC Intellectual Property”), in its marketing or other materials withoutthe express written consent of the RDC. LSG agrees that it shall not take nor permit anyaction which would infringe upon the RDC’s rights to the RDC Intellectual Property.Notwithstanding anything to the contrary in this Article 4, LSG shall be permitted to identifythe RDC and the Campus as clients of LSG in LSG’s marketing materials.Article 5: WARRANTIES71903034v172049189v1

LSG warrants that: (i) it will provide the Professional Services in a timely andworkmanlike manner, in accordance with the professional standards currently applicableto the subject matter, with due regard to ethical business practices and legalrequirements; (ii) it has full authority to provide the Professional Services without theconsent of any other person and that the Professional Services will not in any wayconstitute an infringement or other violation of any copyright, patent, trademark, tradesecret or other proprietary rights of any third party and that LSG has full right and authorityto deliver all of the Professional Services pursuant to the terms and conditions of thisAgreement; and (iii) it has no obligations or duties that are inconsistent or incompatiblewith its obligations and duties under this Agreement. EXCEPT FOR THE WARRANTIESPROVIDED IN THIS AGREEMENT AND ANY EXHIBITS HERETO, LSG MAKES NOWARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING,WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, OR FITNESS FORA PARTICULAR PURPOSE. The Professional Services will be provided on a nonexclusive basis and LSG may offer or provide similar services to third parties. In the eventof a breach of warranty which remains uncured for a period of ten (10) days followingwritten notice thereof, the Parties’ remedies include the right to terminate this Agreementin accordance with Article 7 and to seek damages and/or injunctive relief. NEITHERPARTY WILL BE LIABLE TO THE OTHER FOR PUNITIVE, YCIRCUMSTANCES.Article 6: CONFIDENTIALITYEach Party shall hold in confidence all Confidential Information (as defined below)of the other Party disclosed to it pursuant to this Agreement. The term “ConfidentialInformation” means and includes trade secret information, proprietary information, andconfidential information of each Party marked as "confidential" and all information ofrelating to its business, financial information, customers, and methods of doing business,regardless of the form or format of the information and regardless of whether or notmarked as confidential. Each Party agrees to take precautions to prevent anyunauthorized disclosure or use of Confidential Information consistent with precautionsused to protect such Party’s own confidential information, but in no event less thanreasonable care.The obligations of the Parties under this Article 6 shall not apply to any materialsor information which a Party can demonstrate, through competent evidence: (a) is now,or hereafter becomes, through no act or failure to act on the part of the receiving Party,generally known or available to the public; (b) is known by the receiving Party at the timeof receipt; (c) is hereafter furnished to the receiving Party by a third party, as a matter of71903034v172049189v1

right and without restriction on disclosure; or (d) is independently developed by thereceiving Party without use of any Confidential Information. Notwithstanding any otherprovision of this Agreement, disclosure of Confidential Information shall not be precludedif such disclosure: (i) is in response to a valid order of a court or other governmental bodyor any political subdivision thereof; provided, however, that the responding Party shallfirst have given notice to the other Party in order that such other Party may obtain aprotective order; (ii) is otherwise required by law; or (iii) is otherwise necessary toestablish rights or enforce obligations under this Agreement.Notwithstanding the provisions of this Article 6, LSG acknowledges that RDC issubject to the Indiana Access to Public Records Act ("Act") and that the RDC will maintainrecords in connection with this Agreement and, subject to statutory exceptions, will makesame available consistent with and pursuant to the provisions of the Act. In the event arequest is made of the RDC for records which fall within the scope of the Act, subject tothe statutory exceptions, the RDC shall produce said records for inspection and copyingconsistent with and pursuant to the Act. To this extent, LSG understands and agrees thatany “public record” as that term is defined in Ind. Code § 5-14-3-2(m), as amended, thatis related to the subject matter of this Agreement, whether the same is in the possessionor control of LSG, the City, or RDC, shall be subject to release under and pursuant to theprovisions of the Indiana’s Access to Public Records Act as codified in Ind. Code § 5-143-1 et. seq., as amended.Article 7: TERMINATIONThis Agreement is effective as of the above-referenced date and shall continue fora "Term" commencing on the effective date set forth above and terminating at midnightDecember 31, 2023. Unless either Party elects to terminate this Agreement on not lessthan one hundred and twenty (120) days prior to the termination date of the then currentTerm (the “Renewal Date”), this Agreement shall automatically renew for a term of two(2) additional years and all terms and conditions of this Agreement shall remain in fullforce and effect except for the Professional Services Fee (defined in Section 5 of ExhibitA, attached hereto). Except as otherwise provided for herein, RDC or LSG may terminatethis Agreement only if (i) the other Party breaches a material provision of this Agreementand fails to cure the breach within ten (30) days of the other Party’s receipt of writtennotice describing, in reasonable specificity, the breach; or (ii) Non-appropriation of fundsby the RDC. The rights and obligations contained in Article 3, Article 4, Article 5, Article 6,Article 7, Article 9, Article 10, and Article 13 of this Agreement shall survive terminationor expiration thereof.71903034v172049189v1

Article 8: INSURANCESection 8.1: Owner Insurance. Owner shall maintain in its sole discretion, duringthe Term, appropriate amounts and types of insurance for the Campus, including but notlimited to liability insurance with limits of 2,000,000.00 per occurrence, 5,000,000.00aggregate.Section 8.2: LSG Insurance. LSG shall purchase from and maintain, in a companyor companies lawfully authorized to do business in Indiana, the following insurancecoverages in amounts not less than the following limits of liability. Coverages shall bemaintained without interruption from the effective date of this Agreement until date of finalpayment and termination of any coverage required to be maintained after final payment.1. General Liability - Coverage in the minimum amounts specified below:General Liability 1,000,000.00 per occurrence, 2,000,000.00 aggregateannually2. Worker's Compensation - During the term of this Lease, User will obtain andcontinuously maintain in full force and effect Workers' Compensation Insurance infull compliance with the laws of the State of Indiana.3. User will also maintain an Umbrella Liability policy to provide coverage over theprimary Commercial General Liability, Automobile Liability, and Employers'Liability in a limit of not less than Four Million Dollars ( 4,000,000.00).4. Certificates of Insurance shall be delivered to the RDC prior to execution of thisAgreement. These Certificates shall, if available, contain a provision thatcoverages afforded under the policies will not be canceled or allowed to expireuntil a minimum of ten (10) days prior notice of cancellation for non-payment orforty-five (45) days’ prior notice of cancellation otherwise. All certificates for generalliability coverage shall name the RDC as an additional named insured. If any of theforegoing insurance coverages are required to remain in force after final payment,an additional certificate evidencing continuation of such coverage shall besubmitted along with the application for final payment. LSG shall furnishCertificate(s) of Insurance for the coverages specified above, which shallspecifically set forth evidence of all insurance coverage required by theAgreement. Each Certificate of Insurance shall be dated and show the name of theinsured, the additional insured, the name of the insurer, the number of the policy,its effective date, and its termination date.71903034v172049189v1

Article 9: INDEMNIFICATIONEach Party shall indemnify and hold harmless the other Party, its members,managers, officers, officials, employees, attorneys, and agents from and against any andall losses, damages, liabilities, deficiencies, actions, judgments, interest, awards,penalties, fines, costs or expenses of whatever kind (including reasonable attorneys' fees,the cost of enforcing any right to indemnification hereunder and the cost of pursuing anyinsurance) arising out of or resulting from the negligent acts or omissions of theindemnifying Party.Article 10: GENERALSection 10.1: Governing Law. Forum. This Agreement is governed in all respectsby the laws of the United States of America and the State of Indiana. All disputes arisingunder this Agreement shall be brought exclusively in the Circuit or any Superior Court inHamilton County, Indiana, the Parties having agreed that Hamilton County, Indiana is theappropriate venue for any such dispute and shall have exclusive jurisdiction of the same.Section 10.2: Notices. All notices or reports permitted or required under thisAgreement shall be in writing and shall be by (i) a reputable, confirmed-delivery overnightservice (e.g.,FedEx), and deemed given upon delivery to the recipient; or (ii) certified orregistered mail, return receipt requested, and deemed given five (5) days after deposit inthe mail. Notices shall be sent as follows:To RDC:Westfield Redevelopment Commission, Indiana2728 E. 171st StreetWestfield, Indiana 46074Attn: Todd Burtron, Chief of StaffWith a copy to: (which will not constitute notice)TaftOne Indiana Square, Suite 3500Indianapolis, IN 46204Attn: Manny Herceg71903034v172049189v1

To LSG:Legacy Sports Group11650 Olio RoadSuite 1000-356Attn: William KnoxSection 10.3: Severability. If any provision of this Agreement is held to be invalid,illegal, or unenforceable by a court of competent jurisdiction, that provision shall bestricken, and all other provisions of this Agreement that can operate independently ofsame shall continue in full force and effect.Section 10.4: Waiver. The failure of either Party to require performance by theother Party of any provision hereof shall not affect the full right to require suchperformance at any time thereafter; nor shall the waiver by either Party of a breach of anyprovision hereof be taken or held to be a waiver of the provision itself and any subsequentbreach of that provision.Section 10.5: Force Majeure. Neither Party shall be liable hereunder by reasonof, and solely to the extent of, any failure or delay in the performance of its obligationshereunder (except for the payment of money) on account of third-party strikes, shortages,riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism,governmental action, third-party labor conditions, earthquakes, pandemic or any othercause beyond the reasonable control of such Party.Section 10.6: Non-Assignment. Neither Party may assign, voluntarily, byoperation of law or otherwise, any rights under this Agreement without the other Party’sprior written consent, such consents shall not be unreasonably withheld. Any attempt toassign without consent shall be void.Section 10.7: Entire Agreement. This Agreement (including the exhibit hereto)completely and exclusively states the agreement of the Parties regarding this subjectmatter. It supersedes, and its terms govern, all prior proposals, agreements, or othercommunications between the Parties, oral or written, regarding such subject matter. ThisAgreement shall not be modified except by a written amendment signed on behalf of theRDC and LSG by their duly authorized representatives, and any provision on a purchaseorder purporting to supplement or vary the provisions hereof shall be void. To the extentany provision contained in this Agreement conflicts with any provision contained in anyexhibit attached hereto, the provision contained in this Agreement shall prevail.71903034v172049189v1

Section 10.8: Authority. Each Party represents and warrants to the other Partythat (i) it has the legal capacity and authority to enter into this Agreement and to carry outits obligations hereunder and to comply with and fulfill the terms and conditions of thisAgreement, (ii) the person executing this Agreement on behalf of such Party has theauthority to execute this Agreement and bind the Party on behalf of whom he or she issigning without any further approvals or consents, (iii) this Agreement has been dulyexecuted and delivered by it and constitutes the legal, valid, and binding obligation of itenforceable against the it in accordance with its terms and conditions, (iv) the execution,delivery, consummation and performance of this Agreement by it does not and shall notviolate any law or court order, breach any other contract to which it is a party, or requirethe consent of any non-party hereto, and (v) no Party is required to give any notice to orobtain any consent from any third party in connection with, or as a condition to, the validexecution, delivery and performance of this Agreement.Section 10.9: Compliance with Laws. LSG, its officers, employees, agents,contractors, licensees, guests and invitees shall comply with all pertinent federal, state,local and municipal laws, codes, ordinances, rules and regulations, including but notlimited to, the Immigration Reform and Control Act of 1986, the USA Patriot Act, and thelaws administered by the United States Treasury Department's Office of Foreign AssetsControl, including, without limitation, Executive Order 13224 ("Executive Order"). LSGfurther represents (i) that it is not, and it is not owned or controlled directly or indirectly byany person or entity, on the SDN List published by the United States TreasuryDepartment's Office of Foreign Assets Control and (ii) that it is not a person otherwiseidentified by government or legal authority as a person with whom a U.S. person isprohibited from transacting business. LSG, its officers, employees, agents andcontractors will obtain and maintain in full force and effect any permits, licenses andauthorizations required by governmental and quasi-governmental agencies to permit theperformance of the Professional Services.Section 10.10: Counterparts. This Agreement may be executed in two or morecounterparts, each of which shall be deemed an original but all of which shall constituteone and the same agreement.Section 10.11: Affiliates. This Agreement is not intended to be applicable to anyaffiliates of either Party and the rights and obligations of this Agreement shall inure solelyto the respective Parties.Section 10.12: No Third-Party Beneficiaries. Nothing contained herein shall beconstrued to give rights or benefits to anyone other than the Parties hereto.71903034v172049189v1

Section 10.13: Advice of Counsel. The Parties warrant that they have read thisAgreement and fully understand it, have had an opportunity to obtain the advice andassistance of counsel throughout the negotiation of same, and enter into same freely,voluntarily, and without any duress, undue influence or coercion.Section 10.14: Liens. LSG shall not cause or permit the filing of any lien, relatedto LSG’s performance of the Professional Services, on any of RDC or City property. Inthe event such a lien is filed and LSG fails to remove it within ten (10) days after the dateof filing, RDC shall have the right to pay or bond over such lien at LSG’s sole cost andexpense.Section 10.15. Records & Inspections. LSG shall maintain full and accuraterecords with respect to all matters covered under this Agreement for three (3) years afterthe expiration or early termination of this Agreement. RDC shall have free access at allproper times to such records and the right to examine and audit the same and to maketranscripts therefrom. And to inspect all program data, documents, proceedings, andactivities.Article 11: E-VERIFYPursuant to Ind. Code §22-5-1.7 et. seq., LSG shall enroll in and verify the work eligibilitystatus of all of its newly-hired employees using the E-Verify program, if it has not alreadydone so as of the date of this Agreement. LSG affirms that (i) it is enrolled and isparticipating in the E-Verify program, and (ii) LSG does not knowingly employ anyunauthorized aliens. LSG shall provide RDC documentation that it has enrolled and isparticipating in the E-Verify program and this Agreement shall not take effect until suchproof is provided to the RDC by LSG.Should LSG subcontract for the performance of any work under this Agreement, LSGshall require any subcontractor(s) to certify that: (i) the subcontractor does not knowinglyemploy or contract with any unauthorized aliens, and (ii) the subcontractor has enrolledand is participating in the E-Verify program. LSG shall maintain a copy of suchcertification for the duration of the term of any subcontract. LSG shall also deliver a copyof the certification to the RDC within seven (7) days of the effective date of thesubcontract.If LSG, or any subcontractor of LSG, knowingly employs or contracts with anyunauthorized aliens, or retains an employee or contract with a person that the LSG orsubcontractor subsequently learns is an unauthorized alien, LSG shall terminate theemployment of or contract with the unauthorized alien within thirty (30) days (“Cure71903034v172049189v1

Period”). Should LSG or any subcontractor of LSG fail to cure within the Cure Period,the RDC has the right to terminate this Agreement without consequence.The E-Verify requirements of this Agreement will not apply, should the E-Verify programcease to exist.Article 12: DEBARMENT AND SUSPENSION.LSG certifies by entering into this Agreement that neither it nor its principals nor any of itssubcontractors are presently debarred, suspended, proposed for debarment, declaredineligible or voluntarily excluded from entering into this Agreement by any federal agencyor by any department, agency, or political subdivision of the State of Indiana. The term“principal” for purposes of this Agreement means an officer, director, owner, partner, keyemployee or other person with primary management or supervisory responsibilities, or aperson who has a critical influence on or substantive control over the operations of LSG.LSG certifies that it has verified the state and federal suspension and debarment statusfor all subcontractors receiving funds under this Agreement and shall be solelyresponsible for any recoupment, penalties or costs that might arise from use of asuspended or debarred subcontractor. LSG shall immediately notify the RDC if anysubcontractor becomes debarred or suspended, and shall, at the RDC’s request, take allsteps required by RDC to terminate its contractual relationship with the subcontractor forwork to be performed under this Agreement.Article 13. DISCRIMINATION PROHIBITIONLSG represents and warrants that it and each of its employees, agents, and contractorsshall comply with all existing and future laws prohibiting discrimination against anyemployee, applicant for employment and/or other person in the subcontracting of workand/or in the performance of any Professional Services contemplated by this Agreementwith respect to hire, tenure, terms, conditions, or privileges of employment or any matterdirectly or indirectly related to employment, subcontracting or work performancehereunder because of race, religion, color, sex, handicap, national origin, ancestry, age,disabled veteran status or Vietnam era veteran status.Article 14: IRAN CERTIFICATIONPursuant to Ind. Code § 5-22-16.5, LSG shall certify that, in signing this Agreement, itdoes not engage in investment activities within the Country of Iran.71903034v172049189v1

Article 15: DEFAULTIn the event LSG: (a) repudiates, breaches or defaults under any of the terms orconditions of this Agreement, including LSG’s warranties; (b) fails to perform theProfessional Services as specified; (c) fails to make progress so as to endanger timelyand proper completion of the Professional Services and does not correct such failure orbreach within thirty (30) business days after receipt of notice from RDC specifying same;or (d) becomes insolvent, files, or has filed against it, a petition for receivership, makes ageneral assignment for the benefit of creditors or dissolves, even such event constitutesan event of default hereunder, RDC shall have the right to terminate all or any part of thisAgreement, without liability to LSG and to exercise any other rights or remedies availableto it at law or in equity.Article 16: PERSONNELLSG represents that it has, or will secure at its own expense, all personnel required inperforming the Professional Services under this Agreement. Such personnel shall not beemployees of or have any contractual relationship with the RDC. All of the ProfessionalServices required hereunder will be performed by LSG or under his/her supervision andall personnel engaged in the work shall be fully qualified to perform such ProfessionalServices. William Knox is a key person relative to RDC’s inducement to enter into thisAgreement. As such, in the event that William Knox leaves the employ or otherwiseceases association with LSG, the RDC expressly reserves the right, though not theobligation, to terminate this Agreement with LSG.[INSERT SIGNATURE PAGE]71903034v172049189v1

EXHIBIT ABUSINESS DEVELOPMENT AND SUPPORT SERVICESThis Exhibit sets forth the Business Development and Support Services (the“Professional Services”) that LSG shall provide to the RDC under the Agreement. ThisExhibit and the terms herein are a necessary component of the Agreement.The “Facilities” is hereby defined as (i) the field sport facilities within the Campusidentified as “Field Sports” on Exhibit C, attached hereto and incorporated herein, and(ii) the Grand Park Event Center, identified as “GPEC” on Exhibit C.The Parties agree that any and all expenses associated with building, owning,operating, constructing, repairing and replacing the Facilities shall be the soleresponsibility of the RDC and nothing in this Agreement shall be deemed to require LSGor any of its affiliates or subsidiaries, including Team Knox Strategies or any of its affiliatesor subsidiaries, to incur financial responsibility or financial risk whatsoever for theoperations, maintenance, debt service, day to day budget, tournaments or any otherexpenses of the Facilities whatsoever. All such expenses shall be the sole responsibilityof the RDC.1. Objectives. General Description of Professional Services to be provided by LSG:a. Provide business development services for the Facilities.b. Coordinate calendar scheduling with the RDC for utilization of the Facilities.c. Facilitate the execution and performance of Use Agreements (definedbelow).d. Provide sales management services to develop revenue for the Facilities.2. Business Development, Scheduling, Support and Communication Services. LSGwill coordinate event scheduling at the Facilities, generate, administer and manageuse of the Facilities through use agreements (“Use Agreements”) withusers/licensees of the Facilities (“Users”). LSG will use its best efforts to maximizeavailable capacity of the Facilities, to ensure coordinated scheduling and to ensureperformance of the Use Agreements to promote the success of the Facilities. LSGshall not be responsible for breach by any user of its Use Agreement and shallonly use commercially reasonable efforts to ensure user compliance with suchagreements. The RDC shall remain responsible for any legal actions with respectto the enforcement of Use Agreements against Users). LSG shall:71903034v172049189v1

a. Develop a 5-year strategic plan for the campus in cooperation with the RDCand City of Westfield leadership;b. Be responsible for scheduling, capacity utilization, developing revenue,developing corporate relationships, constituent management and regularcoordination with the RDC for use of the Facilities;c. Coordinate special event opportunities at the Facilities;d. Communicate with RDC regarding all activities and events at the Facilities;e. Manage budgets provided by the RDC for Facilities business development;f. Attract lifestyle-touring events based on feasibility and suitability of Facilities;g. Develop customer and event objectives for the Facilities and generate successmetrics;h. Create custom event materials to be used in event correspondence for use offacilities;i.Provide information service to Users pre-event for the Facilities;j. Manage online registration request site for Users at Owner’s expense (ifdeveloped by the RDC);k. Develop database management for future events and post-event follow-up forUsers of the Facilities with any software and web based expenses authorizedand paid for by Owner;l. Coordinate with the RDC the negotiation and implementation of UseAgreements (provided that the RDC will approve the final form and terms of theUse Agreements);m. Provide oversight and manage the perf

Professional Services under this Agreement: (i) legal services, (ii) insurance services, (iii) operations, maintenance, labor, security and other staffing services for day-to-day management and operation functions of the Facilities (defined in Exhibit A); (iv) marketing services, and (v) accounting/bookkeeping services.