EXHIBIT 10.10
LAS VEGAS CONVENTION CENTER
Lease Agreement #7964
This lease agreement made and entered into this 24th day of December, 1996,
by and between the LAS VEGAS CONVENTION AND VISITORS AUTHORITY, 3150 Paradise
Road, Las Vegas, Nevada 89109, (702) 892-0711 (hereinafter referred to as
"LVCVA") and LESSEE,
MEN'S APPAREL GUILD IN CALIFORNIA
Mr. Joseph Loggia, President
6200 Canoga Avenue, Suite 303
Woodland Hills, CA 91367
818/593-5000
OVERALL DATES commencing at 12:01 a.m. February 25, 1999
and terminating at 11:59 a.m. March 6, 1999
ACTUAL SHOW/MEETING DATES: March 1-4, 1999
Special conditions, if applicable, are listed below and/or attached hereto and
marked as Exhibit(s) NONE and by this reference made a part hereof and
incorporated herein.
WITNESSETH
1. FACILITIES PAYMENT AND USE: NON-REFUNDABLE advance deposit of NONE to be
paid at execution of this lease agreement. Deposit credited when show is
invoiced. No interest will accrue by or be paid to Lessee on any deposit.
Balance due upon receipt of invoice. INTEREST will be assessed at 1-1/2% per
month on any balance due more than thirty (30) days after date of billing.
TOTAL number of movein/moveout days equal to one times number of show days at no
additional charge. ADDITIONAL movein/moveout days at 25% of minimum daily rate
per day.
The LVCVA does hereby grant to Lessee and Lessee does hereby lease the following
specified areas, on the dates, and at the rate for said facilities of the Las
Vegas Convention Center hereinafter set forth, for the following use and no
other purpose: to hold a Convention.
-2-
*MINIMUM RATE per show day or $0.15
----------------------------------
per net sq. ft (when used for
-----------------------------
commercial exhibits) per show day
---------------------------------
whichever is greater
--------------------
AREA
EXHIBIT HALLS: DATES
N1-N2** February 25 - March 6, 1999 $ 9,000.00/show day vs. *
S1 - - $ 6,700.00/show day vs. *
S2 - - $ 6,500.00/show day vs. *
S3 - - $13,575.00/show day vs. *
S4 - - $ 6,000.00/show day vs. *
S4.1 - - $ 6,000.00/show day vs. *
S5 - - $ 5,400.00/show day vs. *
S5.1 - - $ 4,300.00/show day vs. *
- -
OFFICES: - -
- -
Diamond Office - - N/C*
S201-S206 - - N/C*
- -
MEETING ROOMS:
S101-S114 - - N/C*
N101-N120 - - N/C*
N201-N230 - - N/C*
N231-N243 - - N/C*
BALL ROOM:
N245-N251 - - N/C*
**Construction scheduled for 1997 will involve expansion of the existing N
Halls. Due to the increase in useable space, the minimum rate of Halls N1 and N2
will change and will be calculated on the base rental formula currently in the
use at the time of the lease.
2. CONDITIONS: This Lease Agreement shall have no force or effect whatsoever
unless and until executed by both parties, to wit: the Lessee and the President
of the LVCVA or his designee. Lessee covenants and agrees to well and truly
perform and abide by each and every term, condition, limitation and restriction
herein set forth, each of which shall be a condition subsequent to the effect of
this Lease Agreement. Any
-3-
alteration to this document unless executed by both parties will void this Lease
Agreement.
The use of the facilities of the Las Vegas Convention herein described includes
corridors necessary to accommodate patrons and seating in or a part of such
facilities, together with such regularly provided heat, electrical power, air
conditioning, water and light, as may be required for use of said facilities.
Concourse and entrance plaza areas are a leased portion of the premises that
must be used concurrently with other shows, and within certain guidelines set
forth from time to time by the Las Vegas Convention Visitors Authority. Exhibit
floor plan must be approved by LVCA's Fire Safety Coordinator before sale of
exhibit space to prospective exhibitors. Carpeted areas will be protected when
used for exhibits whether commercial or non-commercial. The Lessee shall not
permit the demised premises to be used for lodging rooms or for any improper,
immoral, illegal or objectionable purpose. The LVCVA reserves the right to use
meeting rooms during move-in and move-out period and show days after show hours
when Lessee is not using the same, such as at night, so long as rooms are in
proper order as and when required by Lessee. LVCVA will hold Lessee harmless if
the LVCVA uses meeting rooms when Lessee is not using the same. LVCVA will not
use meeting rooms assigned to Lessee for Lessee office space. Lessee shall not
be liable under any provisions herein provided should any loss or damage occur
during such period of time so used by a person or entity other than Lessee. the
Lessee will be given notice and a reasonable opportunity to cure any default in
their obligation under this lease The President of LVCVA will have the final
authority, but must act reasonably, to determine the appropriate action relating
to any default under this lease.
If Lessee or any exhibitor so desires, upon written order of Lessee, the LVCVA
will cause electric, gas or water service or connections to be installed,
adjusted or effected as follows:
ELECTRICITY: One-half normal illumination will be allowed for move-in and move-
out days. Additional lighting, heating and air conditioning requested by the
Lessee will be assessed a charge based on actual usage. Full illumination will
be permitted on day prior to show opening. The LVCVA agrees to make available
to Lessee, through its agent (electrical contractor) up to its existing
capacity, all electric power required, and the Lessee agrees that any agreement
with its agent (electrical contractor) will require said agent (electrical
contractor) to reimburse the LVCVA with a fifteen (15) percent surcharge on the
regular electric outlet rental fee charged exhibitors on all electric outlets
and floodlight charges levied by Lessee or its agent (electrical contractor) to
exhibitor on all power made available by the LVCVA. All electrical service
provided to Lessee spaces will be included when calculating charges. Lessee
further agrees that its agent (electrical contractor) will supply the LVCVA with
duplicate copies of all electrical charges made by said agent (electrical
contractor) to each exhibitor within thirty (30) days after expiration of the
Lease Agreement for the purpose of verifying the fifteen (15) percent surcharge
amount to be paid the LVCVA by said agent (electrical contractor) and upon said
agent's (electrical contractor) failure to pay said amount, then Lessee
hereunder
-4-
agrees to pay the same to the LVCVA upon submission of the documentation
supporting a statement for the amount due LVCV A hereunder.
GAS AND PLUMBING: At Lessee's expense, at the standard rate for connection and
consumption of gas or water, as per schedule to be established from time to time
by the LVCVA in accordance with the LVCVA's prevailing practice, and lessee
shall be responsible for all charges arising from such contacts. Lessee shall
be responsible for expenses incurred by the LVCVA for Lessee or its exhibitors
for which the LVCVA has accepted a written order from the Lessee. The above and
foregoing approval shall apply to subcontractor(s) as well as contractors.
3. EXCLUSIVE TELECOMMUNICATIONS, NEWSSTAND, GIFT SHOP AND BUSINESS CENTER
SERVICE: The LVCVA reserves the sole and exclusive right to handle for the
Lessee, and its sublessees, any telecommunications, newsstand, gift shop and
business center services, including normal telephone services; cellular
telephone services; facsimile; copies; secretarial, baggage holding; small
package freight; business equipment; and any other services associated with
telecommunications, newsstand, gift shop or business center activities. The
Lessee, or its sublessee, shall have no right to contract out these services.
The exclusion for gift shop goods and services shall not include the sale of
show merchandise.
4. FORFEITURE: If cancellation is made (either partial or complete
cancellation), then the non-refundable advance deposit amount called for on page
1 shall be forfeited by the Lessee in consideration of the LVCVA holding said
dates for exclusive use of the Lessee and rendering the same unavailable for
others and as liquidated damages therefore. The Lessee further covenants that
if any default is made in payment of the rent or any part thereof at the times
above specified, or if any default is made in the covenants or agreements herein
contained, this rental of the facilities at the option of the LVCVA shall cease
and terminate, and the relation of the parties shall be the same in all respects
as if said term had fully expired. the LVCVA may reenter the said premises and
hold the same as of its former state therein, remove all persons therefrom and
resort to any legal proceedings to obtain such possession. the Lessee shall
notwithstanding such reentry, pay the full amount of said rental as herein
agreed to be paid. If cancellation is made by Lessee less than three years
before show date, Lessee agrees to pay, as liquidated damages, twenty-five
percent (25%) of the minimum daily rate for the total number of show days on
lease. If cancellation is made by Lessee less than two years before show date,
Lessee agrees to pay, as liquidated damages fifty percent (50%) of the minimum
daily rate for the total number of show days on lease. If cancellation is made
by Lessee less than one year before show date, Lessee agrees to pay, as
liquidated damages, one hundred percent (100%) of the minimum daily rate for the
total number of show days on lease. The LVCVA will make all reasonable efforts
to re-lease the Leased Premises upon written notification of the Lessee's
default, but any such re-lease shall not serve to relieve the Lessee from the
payment of the above referenced liquidated damages. The liquidated damages
provisions in this paragraph are a consequence of the fact that the amount of
-5-
actual damages resulting from Tenant's termination is impossible to ascertain.
Any liquidated damages paid by the Tenant is not to be construed as a penalty.
5. INSURANCE: Lessee agrees to obtain and furnish to the President of the
LVCVA at least thirty (30) days prior to the time of occupancy herein provided a
certificate showing that there is in effect a policy of a MINIMUM OF $1,000,000
combined single limit bodily injury and broad form property damage coverage,
including broad form contractual liability in which the Lessee and the LVCVA are
each named as additional insured. The parties agree that the specified coverage
or limits of insurance in no way limit the liability of the Lessee. Coverage
shall be for full period of the Lessee's occupancy of the Las Vegas Convention
Center. Said insurance shall cover the entire premises of the Las Vegas
Convention Center, including parking lots, when leased to tenants, approaches
and sidewalks. During the periods of multiple tenant occupancy, the Lessee
shall only be responsible for and insure against bodily injury and property
damage caused by the acts or omissions of Lessee, its sublessees, or their
respective employees, representatives, servants, agents, licensees, invitees,
patrons, guests or contractors. Lessee will not do or permit to be done
anything in or upon any portion of the premises, or bring or keep anything
herein or thereon which will in any way conflict with the conditions of any
insurance policy upon the Las Vegas Convention Center or any part thereof, or in
anyway increase any rate of insurance upon the building or any property kept
there nor shall (without written consent of the President of the LVCVA) put up
or operate any engine or motor or machinery on the premises, excepting normal
equipment utilized to set up and dismantle exhibits, illuminating purposes. The
President of the LVCVA may refuse to allow any use of the Las Vegas Convention
Center facilities during any period when such insurance is not in force.
6. INDEMNITY: The Lessee is responsible for any and all demands on account of
any injury or death, or damage to property (including, but not limited to, the
Las Vegas Convention Center premises) occurring in or upon any portion of the
Las Vegas Convention Center premises leased or used by Lessee which are caused
by the acts or omissions of Lessee, its sublessees, or their respective
employees, representatives, servants, agents, license, invitees, patrons, guests
or contractors. Lessee shall defend, indemnify and hold harmless LVCVA
excepting loss by negligent acts of LVCVA, its officers, employees, and agents
from and against any and all claims, demands, actions, causes of actions,
penalties, judgments and liabilities of every kind and description (including
court costs and reasonable attorneys' fees) for injury to and death of persons,
and damage to and loss of property which are caused by, arise from or grow out
of Lessee's use or occupancy of the premises or from any breach by Lessee of any
condition of this contract, or from any act or omission of Lessee, its
sublessees, or their respective employees, representatives, servants, agents,
invitees, patrons, guests, licensees, or contractors. The Lessee specifically
will indemnify and hold the LVCVA harmless for any actions taken by the Lessee
or its subcontractors, related to the removal of individuals or groups from the
leased premises. The LVCVA shall not be liable for injuries to any person, or
entity, or for damages to property owned or controlled by Lessee, excepting loss
by negligent acts of the LVCVA, its officers, employees and agents, or any other
-6-
entity when the claims for damages or injuries are incident to, arise from or
are in anyway connected with lessee's use or occupancy of the premises or any
portion of the Las Vegas Convention Center, or for any act or omission of
Lessee, its sublessees, their respective employees, representatives, servants,
agents, invitees, patrons, guests, licensees, or contractors. However, this
contract shall not provide any right for any person, firm corporation, or
association who is not a party to this Lease Agreement.
7. WAIVER OF LIABILITY AND WAIVER OF SUBROGATION: the LVCVA shall not be
responsible for any damage or injury that may happen to the Lessee or to the
Lessee's agents, servants, employees or property from any cause whatever,
excepting loss by negligent acts by LVCVA, its servants or employees, during the
period covered by this Lease Agreement, and the said Lessee hereby expressly
releases said LVCVA from and agrees to indemnify the LVCVA against any and all
claims for any such loss, damage or injury. The LVCVA and Lessee agree to waive
the right of subrogation by their insurance carriers, when allowed by said
insurance carrier, to recover loss sustained under the respective insurance
contracts for real and personal property, and Lessee agrees that each sublease
shall require of the sublessee a similar waiver of right to subrogation under
their insurance contracts when allowed by sublessee's insurance company.
8. SERVICES: (a) The LVCVA will furnish additional services to the lessee such
as equipment, materials, technicians, etc. (to the extent of the LVCVA's
available inventory) on the following terms and conditions: Normal service, but
not including technicians, stagehands, electricians, public address system
operators, projectionists, guards and other personnel not normally members of
the staff of the LVCVA. The LVCVA further reserves the right to name all
technicians who will operate the LVCVA's equipment, and the Lessee shall pay for
same.
(b) LVCVA services personnel will clean the show management's common
use public areas including uncarpeted registration area, meeting rooms (except
when utilized as exhibit area), restrooms and Association offices. Trash
containers will be provided in public areas, placed at strategic locations, and
serviced with concurrence of show management. These services are at no extra
cost to Lessee.
(c) All janitorial and cleaning service (except as described in b)
beginning with the opening day of move-in, during show days, and through the
final day of move-out shall be the responsibility of the Lessee. As part of
Lessee's contract with its service contractor(s), the Lessee shall require said
service contractor(s) to remove all "unusual" trash, including but not limited
to, pallets, shipping crates, wooden platforms and construction materials.
(d) In the event no aisle carpeting is used, the LVCVA will clean the
aisles before each show day opening. These services are at no additional cost
to Lessee.
(e) Additional services within the Las Vegas Convention Center
capabilities will be provided if requested, and charges for labor and equipment
will be invoiced at
-7-
current rates. Under no condition will the LVCVA provide services in violation
of the contract with show management's service contractor.
(f) Meeting Rooms - One time setup per day - includes lights, heat,
air, custodial and sound service (one microphone per room or more if LVCVA
inventory allows). Lessee agrees to pay minimum daily room rate for any
changeovers or revised room setups.
9. SHOW RESERVATION SERVICE: Lessee shall not engage an independent
contractor to provide local hotel showroom reservation services to Lessee (or
group) and its members during the period of this lease term, nor will space in
or upon said leased premises to be provided for such purpose during the term
hereof, by Lessee or LVCVA.
10. EXPIRATION OF OCCUPANCY: At the expiration of occupancy hereinabove set
forth, the Lessee shall quit and vacate the premises of the Las Vegas Convention
Center and return to the President of the LVCVA all equipment and facilities
procured from the President of the LVCVA, which premises, equipment and
facilities shall be in as good condition and repair as before the Lessee's use
thereof except for wear from ordinary use being excepted. In the event the
Lessee holds over and fails to surrender possession of the premises at the time
herein agreed, then and in that event, the Lessee agrees to pay for the hold-
over period at triple the rate herein provided for original term, and the same
does not preclude the LVCVA from collecting other damages in the event damages
do occur to the LVCVA as a result of such hold-over. If Lessee vacates the
premises prior to the expiration of the contracted tome of occupancy, the LVCVA
will assume beneficial control of said premises and the contract will terminate
and the daily rate will not be charged by LVCVA.
11. PROPERTY LEFT ON PREMISES: The lessee shall remove from the premises of
the Las Vegas Convention Center on or before the termination of occupancy
hereinabove agreed, all property, goods, and effects belonging to the Lessee or
sublessee, or caused by lessee to be brought upon the said premises. If any
such property is not removed at the above stated time, the President of the
LVCVA shall have the right to store or cause to be stored any such property, for
which the Lessee agrees to pay a reasonable fee and all expenses incurred.
12. LOST ARTICLES: The President of the LVCVA, or his representatives, shall
have the sole right to collect and have custody of articles left in the building
or parking lot by persons attending any performance, exhibition or entertainment
event given or held on the Las Vegas Convention Center premises and the Lessee
shall not collect nor interfere with the collection or custody of such articles
by the LVCVA. Lost articles will be returned upon proper identification of
article and owner according to policies established by the LVCVA. The President
of the LVCVA will have the right, after a reasonable period of time, to dispose
of lost articles.
-8-
13. COMPLIANCE WITH LAWS: The Lessee, and the LVCVA, shall comply with all
laws of the United States and the State of Nevada, all ordinances of the County
of Clark, State of Nevada, and wherever applicable, all rules, regulations of
the Metropolitan Police Department and the Clerk County Fire Department and
policies and criteria established by the LVCVA for the use of the facilities
under the jurisdiction of the LVCVA, and the Lessee will not suffer or permit to
be done anything on said premises in violation of such laws, ordinances, rules,
regulations, policies or criteria herein referred to. The Lessee shall be
responsible to provide readily achievable access to the show and provide
auxiliary aids to anyone in accordance with the Americans With Disabilities Act.
Additionally, it shall be the responsibility of the Lessee to submit to the
LVCVA in writing, a list of independent service companies (e.g. installation and
dismantle companies, florists, modeling agencies, or other exhibitor appointed
contractors) who are providing a service to exhibitors. The Lessee shall be
responsible for said companies to be properly licensed and insured prior to
entering the premises of the Las Vegas Convention Center.
14. HAZARDOUS MATERIALS: Lessee, and its sublessee, are responsible for the
proper care, handling, security, removal, and disposal of all hazardous
materials entered upon Las Vegas Convention Center premises by the Lessee or its
sublessee, as required by current Environmental Protection Agency, or other
applicable standards in effect at the time of occupancy. Upon request by LVCVA,
the Lessee shall provide proof of the method of transpiration and disposal of
the hazardous materials. Any costs associated with the transportation and
disposal of materials left on the Lease Premises will be paid by the Lessee.
15. LICENSES: Lessee shall obtain all permits or licenses required by laws,
ordinances, rules and regulations mentioned herein and shall secure such
permits, and shall not suffer to be done anything on the premises during the
term hereof in violation of any such laws, ordinances, rules, regulations,
policies or criteria, and if attention of the Lessee is called to any such
violation on the part of the Lessee or of any person employed by or admitted to
the premises by the Lessee, such Lessee will immediately desist from and correct
or cause to be corrected such violation.
16. CARE OF PREMISES: Lessee, at Lessee's own expense, shall keep the premises
in a safe, sanitary and sightly condition in good repair, and shall restore and
yield the premises back to the LVCVA upon the expiration or termination of this
Lease in good condition and repair, ordinary wear and tear (and damage by the
elements, fire or act of God, or by other cause beyond the control of Lessee)
excepted. If the premises can be restored (without causing or constituting a
termination of the privilege or an interference for the possession of the
premises by Lessee) the LVCVA may do all things necessary to restore the
premises to the condition required, including but not limited to, removal of
signs, balloons, tape, and other things not removed by Lessee, its sublessees,
or their respective servants, agents, employees, invitees, licensees or
contractors charging the actual cost thereof to Lessee.
-9-
17. HELIUM BALLOONS: Helium balloons no smaller than 36 inches in diameter are
allowed only when they are anchored to exhibits. Absolutely no helium balloons
shall be permitted for giveaway or sale.
18. SIGNS AND POSTERS: Lessee shall not post or exhibit, or allow to be posted
or exhibited, any signs, advertisements, showbills, lithograph posters or cards
of any description on any part of the premises of the Las Vegas Convention
Center, except upon such space as its made available for such purpose by the
LVCVA, and Lessee will use, post or exhibit only such signs, advertisements,
showbills, lithograph, posters or cards upon said billboards as relate to the
performance or exhibition to be given under this contract and which meet the
approval of the President of the LVCVA, and such approval shall not be
unreasonably withheld.
19. SECURITY/PARKING: Lessee shall be responsible for complete security in all
areas leased, including exhibit areas, meeting rooms, loading dock areas,
emergency exits, from the time of initial occupancy until completion of move-
out. Such services, when required, will be at the expense of the Lessee. All
security arrangements are subject to approval by the LVCVA, and such approval
shall not be unreasonably withheld. Lessee will provide a security placement
plan for stationary or roving posts to the LVCVA Chief of Security at least
thirty (30) days prior to show opening. The LVCVA maintains twenty-four (24)
hour security for protection of building perimeter. Only licensed Nevada
security agencies will be used. The use of voluntary security is not permitted.
The parking facilities, unless specifically leased by the Lessee, shall be under
the direct and exclusive control of LVCVA. The Lessee shall not rely upon the
availability of any parking lot or parking facility.
20. SEATING CAPACITY. Lessee shall not sell or distribute, or permit to be
sold or distributed, tickets or passes in excess of the seating capacity or
authorized occupancy load of the facility or facilities hereinabove described.
Standing room is prohibited. The Lessee shall not admit to the leased premises
a larger number of persons than the seating capacity or authorized occupancy
load thereof will accommodate or can safely or freely move about in said leased
areas. The LVCVA, being charged by law with operation of the Las Vegas
Convention Center, and in doing so, has the right to attend all functions.
Lessee acknowledges this requirement for such seating as may be required by
LVCVA and agrees to honor the same upon request of the President of the LVCVA.
21. CONCESSIONS: Unless otherwise expressly stated to the contrary in this
Lease Agreement, LVCVA reserves the sale and exclusive right to offer for sale
on, in, or about the premises covered by this Lease Agreement, beverages of any
type, food, souvenirs, or other merchandise of any sort, or LVCVA may lease all
concession rights to any party or parties designated by LVCVA. Any concession
rights granted in this Lease Agreement will be subject to existing concession
contracts which exist between LVCVA and third parties. In no event will Lessee,
its sublessees, exhibitors, agents, or guests, bring into the Las Vegas
Convention Center, or any of its facilities, any food, whether prepared or
unprepared, or beverages of any kind whatsoever, including but not limited to
alcoholic
-10-
beverages, without the prior written consent of the President of the LVCVA. This
section is not intended to restrict the free distribution of small quantities of
product samples from a designated exhibit space. All samples distributed must be
manufactured or produced directly by the exhibitor.
22. ACCESS TO PREMISES: The LVCVA reserves for its representatives, agents and
concessionaires, free access and right to enter any portion of the Las Vegas
Convention Center premises. The Las Vegas Convention Center, including the
premises rented hereby and the keys thereof, shall at all times be under the
control of the President of the LVCVA.
23. OBJECTIONABLE PERSONS: The LVCVA, through its President and its agents and
employees, reserves the right to eject any objectionable person or persons from
the Las Vegas Convention Center or any part thereof, if in the sole
determination of LVCVA such objectionable person or persons create a danger to
public health and safety. Upon exercise of this authority by the President of
the LVCVA, its agents or Metropolitan Police, Lessee specifically waives any
right to any claim for damages against the LVCVA for such actions. Every
reasonable effort will be made by the LVCVA to notify the Lessee of any pending
action in regards to any cause to which this section applies.
24. ADVERTISING: Lessee shall not, without the consent of the President of the
LVCVA, distribute or circulate or permit to be circulated or distributed, any
advertising material or program in or about the Las Vegas Convention Center
public areas, including the adjacent parking lots. This section is not intended
to restrict the distribution of normal advertising material or product
informational brochures from a designated meeting area or exhibit space.
Commercial exhibitor advertising will not be allowed in the public areas of the
Convention Center without payment of additional compensation as fixed by the
rental rate sheet promulgated by the LVCVA.
25. FORCE MAJEURE: If the (a) Las Vegas Convention Center or any portion
thereof shall be destroyed or damaged by fire or other calamity so as to prevent
the use of the premises for the purposes and during the periods specified in
this Lease Agreement, or (b) if the use of the premises by Lessee shall be
prevented by act of God, strike, lockout, material or labor restrictions by any
governmental authority, civil riot, flood or any other cause beyond the control
of the LVCVA, then this Lease Agreement shall terminate and Lessee hereby waives
any claim against the LVCVA for damages by reason of such termination except
that any unearned portion of the rent due hereunder shall abate, or, if
previously paid, shall be refunded by LVCVA to Lessee. The LVCVA shall, within
a reasonable time, provide notice to Lessee of any event to which this section
applies.
26. EVACUATION: It is mutually agreed by and between the parties that in the
event the Las Vegas Convention center, or any part thereof, shall be evacuated
by reason of fire, strike, picketing, job action, riot, unruly demonstration,
bombing, bomb threat or other incident or occurrence, actual or threatened, the
Lessee, for itself and for its successors and assigns, shall and does hereby
release the LVCVA and all officials, officers,
-11-
representatives, agents, employees and servants of the LVCVA from any and all
liability for injury, loss of life, loss of or damage to property or other
damage or loss of any nature whatsoever, economic or otherwise suffered or
sustained as a result of such evacuation or direction to evacuate, excepting
liability arising from negligent acts of LVCVA, its officers, employees, and
agents. The lessee, for itself, and for its successor and assigns, hereby
covenants and agrees, in the event of such evacuation or direction to evacuate,
to indemnify and hold harmless the LVCVA, their officials, officers,
representatives, agents, employees and servants from any and all claims that may
be asserted by third persons for injury, loss of life, loss of damage to
property or any damage or loss or any nature whatsoever, economic or otherwise
suffered or sustained as the result of such evacuation or direction to evacuate,
excepting liability arising from negligent acts of LVCVA, its officers,
employees, and agents. Under emergency circumstances, the President of the
LVCVA, or his designee, shall regain complete control of the Las Vegas
Convention Center. Every reasonable effort will be made by the LVCVA to notify
the Lessee of any pending action in regards to emergency evacuation.
27. SCHEDULING AND TIME OF ESSENCE: Unless otherwise specified in writing, the
President of the LVCVA shall be privileged to book similar events within 30 days
from the opening day of the Lessee's show. Time, including without limitation,
time of payment of monies due from Lessee, shall be of the essence of this
Agreement.
28. ACCEPTANCE OF PREMISES: Lessee and LVCVA shall jointly inspect the
Convention Center Premises leased hereby and its equipment prior to move-in to
determine whether the Convention Center is in all respects in proper condition
for the uses contemplated by Lessee. Lessee and LVCVA shall jointly inspect the
Convention Center during move-out to determine whether any changes have occurred
in the condition of the Convention Center and/or its equipment, ordinary wear
and tear excepted, which are directly attributable to Lessee's occupancy and
use.
29. REENTRY RIGHT: Lessee agrees that if the premises or any part thereof
shall become vacant during the said term, the LVCVA or its representatives may
reenter the same either by force or otherwise without being liable for any
prosecution therefore, and may at its option relet the said premises as the
agent of the Lessee and receive the rent therefrom, applying the same first to
payment of such expenses as may be incurred in reentering and reletting said
premises and then to the payment of the rent due by these presents; the surplus,
if any, is to be paid over to the Lessee, and Lessee covenants that charges
herein agreed to be paid remaining after deducting the net rental resulting from
such reletting shall be paid by Lessee. However, nothing herein contained shall
be construed as imposing any obligation on the LVCVA to so relet or attempt to
relet the said premises or in any way affect the obligation of the Lessee to pay
the full amount of said rental in case said premises shall not be so relet.
30. TELEVISION AND BROADCASTING: No artistic performance or sporting event
presented in the Las Vegas Convention Center shall be broadcast or televised or
in any manner recorded for reproduction without an agreement in writing between
the Lessee
-12-
and the LVCVA respecting the times and media of such broadcast, such additional
compensation to the LVCVA as the parties may agree upon and, in any event, upon
the express condition that all expenses pertaining thereto will be prepaid in
advance by the Lessee. This section does not restrict the normal production of
audio or video tapes of meeting or seminar sessions for distribution or resale
to attendees or Association membership.
31. COPYRIGHT AND TRADEMARK INDEMNIFICATION: Lessee warrants and represents
that no music, literary or artistic work or other property protected by
copyright, nor the name of any performing individual or group protected by
trademark will be performed, reproduced or used in the performance of this Lease
Agreement unless the Lessee has previously thereto obtained written permission
from the copyright or trademark holder. Lessee acknowledges that Lessee acts
under this Lease Agreement as an independent contractor, charged with the
responsibility in his sole discretion for selection, performances, reproduction
and use of such musical, literary and artistic works and such individual
performer or group of performers as he deems appropriate and that he undertakes
strict compliance with all laws respecting copyrights (Federal Copyright Law of
1978 - 17 U.S.C. 101) and trademarks and the performance, reproduction and use
of musical, literary and artistic works or the use of the name of the performer
or performing individuals or group. Lessee warrants that in the performance of
this Lease Agreement Lessee will not infringe any statutory or common law or
other right of any person in performing, reproducing or otherwise making use of
any work or material or performer or performing group. Lessee will indemnify,
save and hold harmless the LVCVA and its officers, agents, employees and
servants from and against all claims, costs and expenses, including legal fees,
demands, actions and liabilities of every kind and character whatsoever with
respect to copyright and trademark rights, and the performance, reproduction and
use of musical, literary and artistic works or in the name of performing
individual or group. Lessee authorizes the withholding of payment under this
Lease Agreement pending final disposition of any claim which may result from the
foregoing indemnification.
32. ROYALTIES AND CLAIMS: Lessee agrees to pay when due all royalties, license
fees or other charges accruing or becoming due to any firm, person or
corporation by reason of any music, either live or recorded, or other
entertainment of any kind or nature, played, staged or produced by the Lessee,
its agents, employees, sub-tenants or licensees upon or within the premises
covered by this Lease Agreement, including but not limited to, royalties or
licensing fees due to BMI, ASCAP or SESAC. Lessee agrees to hold harmless the
LVCVA, its agents and employees against any and all such claims and charges, and
to defend, at its own expense, any and all such claims and charges. Lessee
shall have the right, however, to protest and if desired, to litigate and
adjudicate any and all such claims.
33. ASSIGNMENTS/ARBITRATION CLAUSE: Neither this Lease Agreement nor any
rights of the Lessee hereunder may be assigned by Lessee without the consent of
the LVCVA, by and through its President. Any dispute, cause of action or claim
for relief, between the
-13-
LVCVA and Lessee (including any Sublessee ), regarding the terms, enforcement,
interpretation, administration or performance of this Lease shall be submitted
to the Nevada Arbitration Association for binding arbitration pursuant to the
Uniform Arbitration Act as codified in Nevada Revised Statutes 38.010 et. seq.
34. BINDING EFFECT OF LEASE AGREEMENT: All terms and conditions of this Lease
Agreement shall be binding upon the parties, their heirs or representatives and
assigns and cannot be varied or waived by any oral representation or promise or
any agent or other person of the parties hereto unless the same be in writing
and mutually signed by a duly authorized agent or agents of the parties who
executed this Lease Agreement. Lease Agreement must be signed and returned
within Forty-five (45) days from date of issue. Failure to comply will void the
terms and conditions of the Lease Agreement. Any alteration of the terms of
this agreement in any manner will void the Lease Agreement.
35. GOVERNING LAW/MERGER CLAUSE: The parties to this Lease Agreement agree
that the same was entered into in Las Vegas, Clark County, Nevada. This
contract shall be interpreted and enforced under Nevada Law, and this contract
can only be entered and/or interpreted in the State or Federal courts in the
State of Nevada. Lessee, by signing this lease, submits to the jurisdiction of
any and all Nevada Courts. All prior negotiations and understandings are merged
herein and no change or additional agreement shall be of any effect unless in
writing and signed by the party to be changed. This agreement constitutes the
entire understanding of the parties hereto with respect to the subject matter
hereof and supersedes any and all prior or contemporaneous documents or
understandings whether written, oral or implied.
-14-
IN WITNESS WHEREOF, the parties hereto have hereunto caused these
presents to be signed in their corporate names and capacities, by their duly
authorized officers, this ________________________ and acknowledge that this
Lease has been read in its entirety.
MEN'S APPAREL GUILD IN CALIFORNIA
By: /s/ Joseph Loggia LAS VEGAS CONVENTION AND
_________________________ VISITORS AUTHORITY
By: /s/ Manuel Cortez
_______________________________
MANUEL J. CORTEZ, PRESIDENT
Attest:
____________________________