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. Facility. Manager will provide reasonable advance notice to Owner of any time it desires to use the VIP Lot. The Owner will provide security and traffic control at its cost. Further, to the extent that more than one police officer per 500 attendees is required or more than one fire official is required, such additional charges shall be at the cost of the Owner. ARTICLE 5 PERSONNEL Section 5,1 Generally, All Facility staff and other personnel (other than as required for Owner to perform its duties under this Agreement, including without limitation in Section 6.2) shall be engaged or hired by Manager, and shall be employees, agents or independent contractors of Manager (or a subsidiary or affiliate thereof), and not of the Owner. Manager shall select the number, function, qualifications, and compensation, including salary and benefits, of its employees and shall control the terms and conditions of employment (including without limitation termination thereof) relating to such employees, Manager agrees to use reasonable and prudent judgment in the selection and supervision of such personnel. . Section 5.2 Non-Solicitation, During the Term, and for a period of two (2) years after the end of the Term, the Owner shall not, without Manager's prior written consent, solicit for employment by the Owner, or encourage to cease rendering services to Manager, any employee of Manager or any affiliate thereof. In the event the Owner breaches this Section 5,2 with the result that the affected employee ceases rendering services to Manager, the Owner shall pay Manager as liquidated damages an amount equal to five (5) year's salary and benefits for such employee. The parties agree that such amount is an estimate ofthe actual damages Manager will suffer as a result of a breach of this Section 5.2, and shall be deemed to constitute liquidated damages and not a penalty of any kind, Alternatively, in the event of a breach, Manager shall be entitled (in addition to any other rights and remedies which Manager may have at law or in equity, including money damages) to equitable relief, including an injunction to enjoin and restrain the Owner from continuing such breach, It is further understood and agreed that no failure or delay by Manager in exercising any right, power or privilege hereunder shall operate as a waiver thereof. ARTICLE 6 FACILITY FEE Section 6,1 Facility Fee. As described on Exhibit B, Manager shall collect a "Facility Fee" for each paid admission to a Pavilion Event on tickets with a face cost of $15.01 or more. The Facility Fee will be assessed only on tickets sold for Pavilion Events, As used in this Agreement, "Pavilion Event" shall mean an event that is held exclusively under the covered roof portion of the pavilion, and shall exclude any events held on other portions ofthe Facility, including without limitation on the plaza, Manager shall pay the Facility Fee actuaUy collected to Owner according to the schedule set forth on Exhibit B. The Facility Fee paid to Owner shall be maintained by Owner in a separate capital assets account for the sole limited purpose of provided funding for capital expenditures in connection with the Facility, as more fully described below. Any possible excess in such account shall be expended only for Facility maintenance, upkeep, and capital improvements as provided by this Agreement and not . 7