Exhibit 10.11
CONTRACT #98-021-A
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SANDS
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EXPO AND CONVENTION CENTER
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201 E. SANDS AVENUE, LAS VEGAS, NV 89109 . 702-733-5556 . Fax 702-733-5353
SHOW NAME: MEN'S APPAREL GUILD IN CALIFORNIA (MAGIC)
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FACILITIES RENTAL AGREEMENT
This agreement made and entered into this 25th day of September, 1996 by and
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between INTERFACE GROUP - NEVADA, INC. (hereinafter "Licensor") and MEN'S
APPAREL GUILD IN CALIFORNIA (MAGIC) (hereinafter "Licensee"). The Sands Expo and
Convention Center (hereinafter the "Facilities") is located at 201 E. Sands
Avenue, Las Vegas, Nevada. The Facilities are owned by Las Vegas Sands, Inc., a
Nevada corporation, with offices at 3355 Las Vegas Boulevard South, Las Vegas,
Nevada (hereinafter "Owner"). The Licensor has master-leased the Facilities from
Owner and is the sole operator of the Facilities with the exclusive right to
license the use of the exhibition and convention space in the Facilities. The
Licensor and Licensee agree as follows:
ARTICLE I - BASIC LICENSE PROVISIONS
SECTION 1.1 INTRODUCTION. The following sets forth basic data and, where
appropriate, constitutes definitions of the terms hereinafter listed.
SECTION 1.2 BASIC DATA.
Date of Agreement: SEPTEMBER 25, 1996
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Licensee: MEN'S APPAREL GUILD IN CALIFORNIA (MAGIC)
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Licensee's Address: 6200 CANOGA AVE., #303
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WOODLAND HILLS, CA 91367
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Guarantor:
Authorized Area: The space licensed is as listed: HALLS "A", "B", AND "C"
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FOURTEEN (14) MEETING ROOMS
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which is (a portion)/(all) of the exhibition and convention space at the
Facilities. The Licensee shall also have the non-exclusive right to use in
common with others, public or common lobbies, hallways, stairways and walkways
designated by Licensor and necessary for access to the Authorized Area; but such
rights shall always be subject to the rules and regulations from time to time
established by the Licensor pursuant to Section 9.4 and to the right of the
Licensor to divide, designate or change from time to time those common areas to
be used.
The foregoing notwithstanding:
(i) The Licensor shall not permit any person to utilize the common areas other
than for legitimate business dealings between the person and the Licensor;
(ii) The Licensor shall not permit any person to utilize or occupy any of the
common areas for any purpose which may have the effect of interfering with the
Licensee's ability to conduct the event(s) for which it has licensed the
Facilities, and;
(iii) The Licensor shall, upon request of the Licensee, take all reasonable
steps to remove any person(s) from the common areas who are interfering with the
Licensee's ability to conduct the event(s) for which it has licensed the
Facilities at the request of the Licensee.
Purpose and Use of Authorized Area: The Authorized Area shall be used solely
for the purpose of EXHIBITS, MEETINGS, FASHION SHOWS, FOOD AND BEVERAGE
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FUNCTIONS AND ALL OTHER ACTIVITIES ANCILLARY TO THE MEN'S APPAREL GUILD IN
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CALIFORNIA (MAGIC) TRADE SHOW (hereinafter referred to as the "Event").
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License Period: The license is granted commencing at 12:01 o'clock AM on AUGUST
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27, 1998 and ending at 11:59 o'clock PM on SEPTEMBER 5, 1998 including the
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following periods designated for:
(a) Move In - A period from: 12:01 AM AUGUST 27, 1998 to 11:59 PM AUGUST 30, 1998
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(b) Show Period - A period from: 12:01 AM AUGUST 31, 1998 to 11:59 PM SEPTEMBER 3, 1998
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(c) Move Out - A period from: 12:01 AM SEPTEMBER 4, 1998 to 11:59 PM SEPTEMBER 5, 1998
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Time is of the essence of this Agreement.
Hours of Operation: T.B.D.
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Exhibition Area(s): T.B.D.
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Meeting Room(s): T.B.D.
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Basic Fee and Payment: Licensee agrees to pay Licensor as the Basic Fee for the
use of Authorized Area the minimum sum of $612,500.00. A final count of the net
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square footage of exhibition space used by Licensee shall be taken on SEPTEMBER
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1, 1998. Should the net square footage used exceed 250,000 square feet, the
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Licensee shall be billed at $.175 per net square foot for each square foot in
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excess of 250,000 square feet for move-in and move-out days, and $.35 per net
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square foot for each such square foot actually used for displays for Show Days
as additional Basic Fee. The Licensee shall pay the sum of $122,500.00 upon
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signing this License Agreement as a Reservation Fee to reserve the dates
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licensed hereunder and to be credited against the Basic Fee. The balance of the
Basic Fee shall be paid as follows:
$245,000.00 on AUGUST 27, 1997, and $245,000.00 on FEBRUARY 27, 1998 paid by
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check payable directly to Sands Expo and Convention Center, or by wire transfer.
Additional Fees: In addition to the Basic Fee (including Reservation Fee), the
Licensee shall pay the following Additional Fees: $400.00 PER MEETING ROOM, PER
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DAY.
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Security Deposit: The Licensee shall pay $5,000.00 on JULY 27, 1998 to be held
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thereafter by the Licensor as Security Deposit pursuant to the provisions of
Article V.
Additional Insureds and Indemnities: In accordance with Article VI, the
Additional Insureds and Indemnities are: LAS VEGAS SANDS, INC., INTERFACE GROUP
- - MASSACHUSETTS, INC., AND INTERFACE GROUP - NEVADA, INC.
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ARTICLE II - LICENSE AND USE OF AUTHORIZED AREA
SECTION 2.1 LICENSE OF AUTHORIZED AREA. The Licensor hereby licenses the use
by the Licensee of the Authorized Area during the License Period only for the
use and purpose and upon the terms and conditions set forth in this Agreement
and only for the hours of operation indicated herein and the Licensee hereby
agrees to the use of the Authorized Area during the License Period only for the
use and purpose and upon the terms and conditions set forth in this Agreement.
SECTION 2.2 PROHIBITED USES. The Licensee shall not use or allow the
Facilities or Authorized Areas therein to be used for any purpose not set forth
in Article 1; for any improper, immoral, objectionable or unlawful purposes, in
any manner which could cancel the insurance or increase the rate of insurance on
the Facilities; in any manner which constitutes waste or nuisance; in any manner
which causes damage to the Facilities, including, without limiting the
generality thereof, driving any nails, hooks, tacks, screws or other devices
into any part of the Facilities or affixing any matter thereto by paste, tape or
other adhesive or altering the Facilities in any respect without the prior
written approval of Licensor; or in violation of the Facilities Rules and
Regulations as such may exist from time to time. The propriety or morality of
any use of the Facilities or Authorized Area by the Licensee shall be determined
in light of the community standards and based on the reasonable good faith
assessment of the Licensor after consultation with the Licensee.
SECTION 2.3 DEVELOPMENT OF PLAN OF OPERATION UNDER LICENSE. The Licensee
shall provide the Licensor, at least ninety (90) days prior to the beginning of
the License Period, all information then reasonably available to the Licensee
pertinent to the activities to be undertaken in the Authorized Area pursuant to
the License (herein "plan of operation"), including but not limited to:
(i) Floor plans. (4 copies) indicating the design, nature and proposed
location of all exhibits and meeting space;
(ii) Utility and construction plans, including plans of all intended rigging;
(iii) All certificates of insurance required hereunder;
(iv) A security plan indicating the number, hours, and location of required
security personnel;
(v) Copies of all license applications for licenses required by the Licensee
for the purposes and uses of the Authorized Areas set forth in Article 1;
(vi) Copies of all approvals obtained from the Fire Marshal and other municipal
agencies required by the Licensee before using the Authorized Areas for the
purpose set forth in Article 1;
(vii) Such other information as the Licensor may reasonably request.
The Licensor reserves the right, by written notice to the Licensee within twenty
(20) days of the receipt of the plan of operation, to require the Licensee to
make such changes, deletions, and additions to the plan of operation as the
Licensor may reasonably deem necessary or desirable for the purpose of insuring
the safe and orderly operation of the Facilities and the Authorized Area.
Failure by the Licensee to make any such changes, additions, or deletions
required by the Licensor within ten (10) days after such notice shall constitute
an Event of Default as set forth in Article VIII.
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SECTION 2.4 LICENSOR'S CONTROL AND RIGHT OF ENTRY. In permitting use of the
Authorized Areas by the Licensee, the Licensor retains and does not relinquish
the right to issue and enforce such rules, regulations and directives as it may
deem necessary for the safe, orderly and commercially sound operation of the
Facilities. The Licensor and its authorized representatives may enter the
Authorized Area after giving prior notice to Licensee, for the purpose of
inspecting and checking the same and the uses thereof; of making necessary
repairs thereto; adjusting apparatus or equipment therein; of abating waste,
nuisances or violations of law or Rules and Regulations promulgated by the
Licensor; of preparing food or readying other concessions; and of ejecting any
objectionable person or persons from therein. The Licensee agrees that it will
not allow any person at, in or about the Facilities who shall, upon reasonable,
non-discriminatory grounds, be objected to by the Licensor and such person's
right to use the Facilities and the Authorized Area therein may be revoked by
the Licensor.
ARTICLE III - PAYMENT OF FEES, COSTS, CHARGES AND DEPOSITS
SECTION 3.1 The Licensee shall (in addition to the Basic Fee including
Reservation Fee) pay when due all Additional Fees, Additional Charges and
Security Deposit to the Licensor at 201 E. Sands Avenue, Las Vegas, Nevada 89109
by check payable directly to Sands Expo and Convention Center, or by wire
transfer.
SECTION 3.2 The Licensee shall pay to the Licensor all Basic Fees including
Reservation Fees, and Additional Fees as set forth in Article I and Article IV.
Additional Charges, as set forth in Article VII and Article VIII, shall be paid
within thirty (30) days after being billed therefore to Licensor subject to the
provisions of Section 3.4 and with pre-approved credit from the Licensor.
SECTION 3.3 All monies paid to the Licensor by the Licensee, including the
Reservation Fee, Basic Fee, Additional Fee, Security Deposit and Additional
Charges are non-refundable, except as specifically provided in this Agreement.
Licensee acknowledges that all deposits are not refundable and that payments
made pursuant to the liquidated damage provisions set forth in Section 8.6 are
fair and reasonable consideration for Licensor's holding the Authorized Areas
for the dates indicated for the exclusive use of Licensee and rendering the same
unavailable for others. The Licensor shall have no obligation to the Licensee to
pay interest on any fees or deposits, and the Licensor shall have the right to
commingle such monies with the Licensor's other funds.
SECTION 3.4 Any payment required hereunder not paid when due shall bear
interest at the rate of eighteen (18%) percent per annum from the date due and
shall be payable forthwith on demand by the Licensor. This right to collect
interest does not preclude the Licensor from asserting any other rights against
the Licensee, including, but not limited to, those set forth in Article VIII.
Notwithstanding the foregoing, interest, should not be due on any amounts
Licensee reasonably claims to be in dispute; provided, however, that Licensee
pays all undisputed amount when due.
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ARTICLE IV - SERVICES PROVIDED TO AND BY LICENSEE
SECTION 4.1 SERVICES PROVIDED BY LICENSOR FOR BASIC FEE. The Licensor shall
provide, during the show period's hours of operation, without cost to the
Licensee, heating, ventilating and air conditioning, permanent overhead
lighting, permanent public address system, as available, restroom facilities and
janitorial services consisting of cleaning of common areas. During move-in and
move-out periods, Licensor shall provide only sufficient work lighting in
Authorized Areas and janitorial services in common areas only.
SECTION 4.2 CONTRACTUAL SERVICES NOT INCLUDED IN BASIC FEE. For all
services, other than those set forth in Section 4.1 which are the only services
covered by the Basic Fee, Licensee agrees that it will, and will require all of
its exhibitors and other invitees to, utilize Contractual Services either
provided directly by Licensor or by an Authorized Contractor of Licensor. For
purposes of this Agreement "Contractual Services" means the labor, equipment,
utilities and materials whether sold, rented, or otherwise provided which are
required to set up, maintain, protect and remove displays, exhibits, and other
items which are constructed or brought into the Facilities as part of the Event
and all related services which customarily are utilized by Licensee, its
exhibitors or other invitees when holding or participating in the Event. For
purposes of this Agreement, "Authorized Contractor" means those persons who
having received the prior written approval of Licensor will be permitted to
provide Contractual Services at the Facilities. Those Contractual Services which
must be provided by Licensor and not by an Authorized Contractor ("Exclusive
Contractual Services") include:
(i) Electrical wiring and services;
(ii) Plumbing, as and compressed air services;
(iii) Telephone systems wiring, services and operation;
(iv) General cleaning and maintenance of Authorized Areas, and trash collection
and disposal.
Licensee shall pay Licensor for Exclusive Contractual Services at the rates
which are attached hereto on "Exhibit CS." Or, if no such Exhibit is attached,
or if a service is provided for which no rate is stated, then Licensee shall pay
Licensor at a rate to be agreed upon. Licensee shall provide Licensor with
notice of the Exclusive Contractual Services it requires when it files its plan
of operation in accordance with Section 2.3. Authorized Contractors shall bill
Licensee directly at rates agreed to by them and payment shall be made directly
to the Authorized Contractor. All bills for Contractual Services rendered by
Licensor or Authorized Contractors to Licensee's exhibitors or invitees shall be
rendered to and paid directly by the exhibitor or invitee. Licensor shall be
under no obligation to provide a Contractual Service unless it or an Authorized
Contractor is reasonably capable of providing the service. No Contractual
Services shall be utilized or employed by Licensee except as provided in this
Section 4.2 or as approved in advance in writing by Licensor. To facilitate
Licensor's provision of Contractual Services hereunder, Licensee is requested to
provide Licensor, at least 120 days prior to the beginning of the License
Period, with a list of all exhibitors or other invitees planning to use the
Authorized Areas during the License Period, with the business address, telephone
number and name of the appropriate person to be contacted at each such exhibit.
SECTION 4.3 SECURITY OF FACILITIES.
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(a) The Licensor shall neither be responsible for any property brought into the
Facilities by the Licensee or any person claiming under the Licensee, nor be
obligated to watch, guard or protect the same; nor shall the Licensor be liable
for any failure to do so by any guard, watchman or protection service employed
by the Licensor or by any guard, watchman or protection service contracted for
by the Licensee.
(b) After reviewing Licensee's plan of operation, Licensor and Licensee shall
jointly determine the minimum number of security guards reasonably necessary to
preserve order and to protect persons and property during the License Period.
(c) Except by arrangement with the Licensor and/or its designated security
guard service provider, no guard, watchman or protection service shall at any
time be stationed in the Facilities by the Licensee or any other person claiming
thereunder; and except by such arrangement, no person shall be allowed in or
remain in the Facilities after it has closed.
SECTION 4.4 REGISTERED NURSE OR OTHER MEDICAL PERSONNEL. The Licensee shall
maintain at the Facilities at all times during the show period a registered
nurse or other medical personnel (at Licensor's direction), fully licensed as
such in the State of Nevada. The Licensee shall, at its expense, contract with
the Licensor's exclusive service provider for such services.
SECTION 4.5 CONCESSIONS AND CATERING. The Licensor reserves, and at all
times shall have, the sole right to operate or have operated in its behalf all
commercial enterprises, including all concessions, bars and catering operations
and to sell or otherwise provide flowers, food, refreshments, beverages, cigars,
cigarettes, candies and periodicals, and to grant concessions to designated
airlines, auto rentals, delivery services and others. The Sands Expo and
Convention Center and the adjoining hotel complex, to be named at a later date,
offer a full range of food, beverage, function, and hospitality services both at
the Facilities and the Hotel. Licensee agrees to designate the Hotel as an
official headquarters location in all pre-show direct mail and advertising where
hotel accommodations are discussed and/or listed, and to use the Licensee's best
efforts to assist Licensor in its solicitation of Licensee's exhibitors and
invitees for their food, beverage, function, and hospitality business.
SECTION 4.6 ADVERTISEMENTS, POSTERS AND MARQUEE. The Licensee agrees not to
post or exhibit or allow to be posted or exhibited signs, advertisements, show-
bills, lithographs, posters, or cards of any description (herein "signage") in
any area of the Facilities other than within the Authorized Areas except with
the prior approval of the Licensor. If such approval is granted by Licensor,
Licensee shall pay the Additional Fee as set forth on Exhibit CS. Any signage to
be posted or exhibited in any area of the Facilities other than the Authorized
Areas shall be upon the regular billboards, if any, provided by the Licensor
therefore. The Licensee will use, post or exhibit only such signage as it
related to the Event in the Authorized Areas and during the hours for which this
License was granted and for such period of time designated by the Licensor.
SECTION 4.7 USE OF LICENSOR'S EQUIPMENT. Any equipment provided by the
Licensor to the Licensee which requires an operator or technician, such operator
or technician may, if required by the Licensor, be supplied by it to operate
such equipment, and the Licensee shall pay for such equipment and technician or
operator the amount set forth on Exhibit CS.
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ARTICLE V - SECURITY DEPOSIT AND PERFORMANCE BOND OR GUARANTY
SECTION 5.1 SECURITY DEPOSIT. With respect to the Security Deposit specified
in Article I, the Licensee agrees that the same will be paid on the date set
forth in Article I, and that the Licensor shall hold the same throughout the
License Period as security for the performance by the licensee of all
obligations on the part of the Licensee hereunder. The Licensor shall have the
right from time to time, without prejudice or any other right or remedy the
Licensor may have hereunder or by law, to apply, without notice to the Licensee,
such deposit, or any part thereof, to the Licensor's damages arising from any
Event of Default caused by the Licensee or to pay any of the Licensee's
obligations for any of the Exclusive Contractual Services contracted for by the
Licensee pursuant to Article IV. If the Licensee is not in default under this
Agreement at the time of final accounting, the Licensor shall return the
Security Deposit, or so much thereof as shall not theretofore have been applied
in accordance with the terms of this Section 5.1, to the Licensee.
SECTION 5.2 PERFORMANCE BOND OR GUARANTY. Upon request by the Licensor, the
Licensee shall furnish to the Licensor a performance bond or sufficient guaranty
in substance and amount determined by Licensor.
ARTICLE VI - INSURANCE, INDEMNIFICATION AND WAIVER OF SUBROGATION
SECTION 6.1 INSURANCE.
(a) The Licensee shall provide and keep in force during the License Period the
following insurance (in addition to any other insurance Licensor may deem
necessary):
(i) Workers' compensation insurance in accordance with Nevada Law covering
Licensees' employees.
(ii) Employer's Liability insurance for Nevada operations in minimum limits of
One Million Dollars ($1,000,000) per occurrence.
(iii) Commercial General Liability insurance including blanket contractual
liability and personal injury coverage with limits of Liability of at least One
Million Dollars ($1,000,000) in any one occurrence.
(iv) Comprehensive Automobile Liability insurance insuring any owned, non-
owned, and hired vehicles to be used in and out of the "Facilities" in the
amount of One Million Dollars ($1,000,000) in any one occurrence.
All insurance required shall be issued by companies authorized to do business in
the State of Nevada. Licensee shall have completed by its insurance agent the
Certificate of Insurance provided by Licensor and/or separate certificates for
Nevada Workers' Compensation. Licensee shall deliver such completed certificates
of insurance to Licensor at least ninety (90) days prior to the beginning of the
License Period. All required insurance policies shall name as additional insured
those entities set forth in Article 1 as "Additional Insureds and Indemnities".
All required insurance policies shall provide that (i) the insurance carrier
will give written notice to Licensor at least thirty (30) days prior to any
material change in, cancellation, or non-renewal of the policy. Licensee's
failure to provide such certificates or policies, as the case may be, within the
period specified herein shall constitute a breach of the Licensee's duties and
obligations hereunder.
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(b) The Licensee shall obtain and maintain during the License Period insurance
policies on all personal property owned, leased or hired or in the care, control
or custody of the Licensee during the License Period. Such policies shall
provide coverage for "all risks," including earthquake, flood and theft, with a
deductible per loss of not more than $1,000.00.
SECTION 6.2 INDEMNIFICATION AND HOLD HARMLESS AGREEMENT.
(a) The Licensee hereby releases and discharges and indemnifies, and agrees to
keep indemnified, defend, protect and save harmless the Licensor and those named
Additional Indemnities set forth in Article I (herein "Indemnities") of and from
any and all claims, demands, liabilities, damages, costs, losses and expenses
(including attorneys' fees) for any injury to, including death (whether they be
third persons or employees of either the Licensor or Licensee) and any loss
(through theft or otherwise) of or damage to property (whether it be that of the
Licensor or the Licensee or a third person) caused by, growing out of, or
happening in connection with or with respect to the use by the Licensee, or of
any other person or legal entity with the permission (express or implied) of the
Licensee, of the Facilities or its equipment. Such indemnification by the
Licensee shall apply unless such damage or injury results from the sole
negligence, gross negligence or willful misconduct of the Licensor or any person
contracted or hired by Licensor to perform Exclusive Contractual Services.
(b) Without limiting the foregoing, the Licensee assumes all costs and expenses
arising from the use of patented, trademarked, or copyrighted materials,
equipment, devices, processes, or dramatic rights used during or incorporated in
the conduct of its operation hereunder; and the Licensee agrees to indemnify and
hold harmless the Indemnities from all damages, costs and expenses at law or for
equitable relief for or on account of any patented, trademarked or copyrighted
materials, equipment, devices, processes or dramatic rights furnished to or used
by the Licensee or its exhibitors, or any infringement with respect thereto in
connection with this License, including the costs and expenses in defending any
such action, even if it be groundless or fraudulent.
(c) Without limiting the foregoing, the Licensee shall also indemnify and save
harmless the Indemnities from all claims, demands, liabilities, damages, costs,
losses and expenses made against or incurred by any of the Indemnities arising
out of injury or loss to third parties caused by Licensee's failure to return
the Authorized Area to the Licensor, vacate the Facilities, relinquish the
Licensor's or Authorized Contractor's equipment at the end of the License
Period, or Licensee's breach of any contract or agreement with a third party to
provide contractual or other services.
SECTION 6.3 WAIVER OF SUBROGATION. The Licensee hereby waives any and every
claim which arises in its favor and against the Licensor, against any of the
Additional Indemnities set forth in Article I, for any and all loss or damage
covered by valid and collectible insurance policies to the extent of the
insurance proceeds paid with respect thereto. Such waiver shall be in addition
to, and not, in derogation of, any other waiver or release contained in this
License with respect to any loss or damage to property of the Licensees.
Inasmuch as the waiver will preclude the assignment of any aforesaid claim by
way of subrogation (or otherwise) to an insurance company (or any other person),
the Licensee shall notify its insurers of such waiver.
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ARTICLE VII - LICENSEE'S OBLIGATION AT END OF LICENSE PERIOD
SECTION 7.1 RETURN OF AUTHORIZED AREA. At the end of the License Period, the
Licensee shall vacate the Facilities and return the Authorized Area and the
Licensor's equipment to the Licensor, all in the same broom clean condition and
repair as originally furnished to the Licensor, normal wear and tear excepted.
At such time, the Licensee shall remove completely from the Facilities all
goods, wares, merchandise and property of any and all kinds and description
placed therein (herein "Property").
SECTION 7.2 REPAIR OF AUTHORIZED AREA. The Licensee agrees that if the
Authorized Area, or any other part of the Facilities, shall be damaged by the
act, default or negligence of the Licensee, or the Licensee's agents, employees,
patrons, guests or invitees, the Licensee will pay to the Licensor upon demand
such sum as shall be necessary to restore said areas to their present condition
at the commencement of the License Period. The Licensee hereby assumes full
responsibility for the character, acts and conduct of all persons acting for or
on behalf of said Licensee.
SECTION 7.3 FAILURE TO RETURN THE AUTHORIZED AREA OR VACATE THE FACILITIES.
In the event the Licensee shall fail to return the Authorized Area to the
Licensor or to vacate the Facilities in accordance with the provisions of
Section 7.1, the Licensor is authorized, at the Licensee's expense, to remove
therefrom and to store or return to the Licensee or, except where the Licensee's
failure to do so is caused by an event beyond the Licensee's control, such as a
strike beyond its control, a national emergency or an Act of God, to treat the
same as abandoned and discarded property and accordingly dispose of the
Property. The Licensor shall not be liable for any damages or loss to the
Property which may be sustained either in the course of such removal or in the
course of storage, or in the course of transit, or by virtue of the Licensor's
disposal of the Property and the Licensor is hereby expressly released from any
and all such claims for damages of whatsoever kind or nature. The Licensor shall
be under no duty, however, to so remove, store or return the Property.
SECTION 7.4 EXTENDED USE CHARGE. The Licensee shall pay an Extended Use
Charge equal to twice the per diem Basic Fee applicable to Short Days for each
day or portion of a day after the end of the License Period that the Licensee
has failed to return all or any part of the Authorized Area to the Licensor and
vacate the Facilities in accordance with the provisions of Section 7.1, unless
said failure is caused by any of the following events, to the extent that such
event is beyond the Licensee's reasonable control: fire, flood, riot,
earthquake, civil commotion or Act of God. The liability to pay an Extended Use
Charge does not in any way extend the License Period; is not liquidated damages;
intended as a penalty against the Licensee for use of the Facility or the
Authorized Area beyond the License Period; and does not preclude the Licensor
from asserting any other rights against the Licensee, including, but not limited
to, those set forth in Section 7.3 and Article VII. The Extended Use Charge is
due and payable at the end of each day for which the Charge is assessed.
SECTION 7.5 FAILURE TO COMPLY LIST. Licensor and Licensee shall conduct a
walk through of the Authorized Area within forty-eight (48) hours of the end of
the License Period for the purpose of
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preliminary identifying any failure of the Licensee to comply with the
provisions of Section 7.1. In addition, Licensor shall provide to Licensee a
final, comprehensive and complete list of Licensee's failure(s) to comply with
the provisions of Section 7.1 no later than the earlier of the following:
(i) Seven (7) days after the end of the applicable License period, or;
(ii) The commencement of any use of the hall or any portion of the Authorized
Area by any person other than the Licensee. The Licensee shall not be
responsible for any alleged non-compliance with Section 7.1 not specifically
identified in the list.
ARTICLE VII - DEFAULT AND REMEDIES
SECTION 8.1 EVENTS OF DEFAULT. The occurrence of any of the following shall
be considered an "Event of Default":
(a) The Licensee shall fail to pay in full and when due any payment required
hereunder, whether said payment was required to be paid to the Licensor or any
Authorized Contractor;
(b) The Licensee shall fail to pay promptly any sales, use, excise or other
taxes when due or fail, upon request of the Licensor, to provide evidence of the
same to the Licensor;
(c) The Licensee shall fail to obtain or pay for any and all necessary permits
and licenses, including union or trade organization clearance and Fire Marshal
approvals, when and where required, or fail, upon the Licensor's request, to
provide evidence of such permits or license to the Licensor;
(d) Any other default or breach of any covenant or agreement contained herein
including the specific duty to provide evidence of insurance coverage as
provided in article VI.
(e) the Licensee shall make an assignment for the benefit of creditors or shall
file a voluntary petition in bankruptcy or shall be adjudicated bankrupt or
insolvent, or shall file any petition or answer seeking any reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar
relief for itself under any present or future Federal, State or other statute,
law or regulation for the relief of debtors, shall seek or consent to or
acquiesce in the appointment of any trustee, receiver or liquidator of the
Licensee or of all or any substantial part of its properties, or shall admit in
writing its inability to pay its debts generally as they become due;
(f) A petition shall be filed against the Licensee in bankruptcy or under any
other law seeking any reorganization, arrangement, composition, readjustment,
liquidation, dissolution, or similar relief.
(g) Licensee shall materially diverge from the plan of operation without the
prior written consent of Licensor.
SECTION 8.2 LICENSOR'S REMEDIES UPON EVENT OF DEFAULT. Upon the occurrence
of any of the Events of Default set forth in Section 8.1 elsewhere in this
Agreement which default continues for a period of five (5) days after written
notice from Licensor specifying the nature of such default, Licensor may
exercise any and all of the following:
(a) accelerate payment of the Basic Fee;
(b) require that Licensor give additional security for Licensee's performance
of its obligations;
(c) declare this Agreement terminated and revoke the license given hereby;
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(d) enter and take exclusive possession of and remove all persons and property
from the Authorized Areas and the Facility;
(e) assert and enforce claims against any bond provided under this Agreement,
or
(f) refuse to commence, or discontinue the rendition of all services or
utilities to Licensee and the Authorized Areas.
Licensee waives any right it may have as to notice or hearing prior to the
exercise of the powers set forth above. The rights and remedies of Licensor
shall be cumulative, and none shall exclude other rights or remedies allowed by
law or at equity, or set forth in other sections of this Agreement.
SECTION 8.3 REMEDYING DEFAULTS. The Licensor may, but shall not be required
to, pay such sums or to do any act which requires the expenditure of monies or
services which may be necessary or appropriate by reason of the failure or
neglect of the Licensee to perform any of the provisions of this License. In the
event of the exercise of such right by the Licensor, the Licensee agrees to pay
the License forthwith upon demand all sums expended by the Licensor (or the fair
value thereof, whichever is greater), together with interest there at the rate
of eighteen (18%) percent per annum, as an Additional Charge.
SECTION 8.4 TERMINATION WITHOUT DEFAULT. In the event that the Authorized
Area or the Facilities of which is a part or any portion thereof are destroyed
or damaged by fire or other casualty so that in the reasonable judgment of the
Licensor its or the Licensee's use thereof would be substantially interfered
with, or in the event of a taking of all or a portion of the Facilities by
eminent domain, condemnation or foreclosure, then the Licensor may terminate
this Agreement upon giving to the Licensee notice of termination not more than
ninety(90) days following the event of destruction, damage or taking and this
Agreement shall terminate on the date set forth in such notice of termination,
all with the same force and effect as though the License Period of this
Agreement had originally been scheduled to expire on such date, and Licensor
shall return to the Licensee all monies theretofore paid by the Licensee to the
Licensor as a Security Deposit, Reservation Fee, Basic Fee, or Additional Fee.
SECTION 8.5 RIGHT TO RE-ENTER. If this License shall have been terminated as
provided in this Article, or if any execution or attachment shall be issued
against the Licensee or its Property whereupon the Authorized Area shall be
taken or occupied by someone other than the Licensee, then the Licensor may,
without notice, re-enter the Authorized Area, without being liable for any
prosecution thereof, and remove the Licensee and all other persons and any and
all property from the same, as if the License was not in effect.
SECTION 8.6 LIQUIDATED DAMAGES. The parties agree that, if the Licensee
shall cancel the Event covered by this License, the damages that would be
suffered by the Licensor, including all of the ancillary revenues that would be
lost, are presently difficult to estimate and therefore in case of such
cancellation, the Licensor shall retain or the Licensee shall pay to the
Licensor, as the case may be, the Reservation Fee, the remainder of the Basic
Fee set forth in Article I and any Additional Fees and Additional Charges, all
as liquidated damages and not as penalty.
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SECTION 8.7 LIENS. To secure the Licensee's obligation hereunder, Licensee
hereby grants the Licensor the first right of lien against all ticket office
receipts and Property of the Licensee hereunder. The Licensor is empowered to
withhold from ticket office receipts such amount is outstanding and owed by the
Licensee hereunder. If the total ticket office receipts are insufficient to
cover such unpaid amounts the Licensor shall have the right to impound the
Licensee's Property at the Facilities, or elsewhere, at the Licensee's expense.
If such unpaid amounts remain unpaid for a period of ten (10) days after the
termination of this License, the Licensor shall have the right to sell the
impounded Property at public auction and to apply the cash proceeds from the
auction less its cost, including attorneys' fees, to the retirement of said
unpaid amounts.
SECTION 8.8 ACTIONS. Any actions by one party to this License against
another arising hereunder shall be maintained in the State of Nevada; and the
Licensee hereunder consents to same and to the maintenance of such action by the
Licensor against it in said State of Nevada.
SECTION 8.9 CUMULATIVE REMEDIES. All rights, powers and privileges contained
hereunder upon the Licensor shall be cumulative and shall not be restricted to
those given by law.
SECTION 8.10 FORCE MAJEURE. In the event that the Licensor's obligations to
the Licensee under this Agreement be delayed, prevented rendered impractical by
any of the following events: fire, flood, riot, earthquake, civil commotion,
strike, lockout, labor disturbance, explosion, sabotage, accident, war, other
casualty, Act of God, or any law, ordinance, rule or regulation which becomes
effective after the date of this License or any other cause beyond Licensor's
reasonable control the Licensor shall not be liable to the Licensee for such
delay or failure to perform. The Licensee hereby waives any claim for damages or
compensation for such delay or failure to perform, other than a return to it of
any monies paid directly to the Licensor, but no other.
SECTION 8.11 DEFAULT BY LICENSOR. If the Licensor fails or refuses to make
the Facilities and/or the Authorized Areas available to the Licensee on the
dates set forth in this Agreement for any reason other than those specified in
Section 8.4 and 8.10 above, then, in addition to any claims, rights or remedies
the Licensee may have, the Licensor shall return to the Licensee all monies paid
to the Licensor along with interest on those monies at the rate of eighteen
percent (18%) per annum from the date the monies were remitted to the Licensor.
ARTICLE IX - MISCELLANEOUS PROVISIONS
SECTION 9.1 NON-DISCRIMINATION. The Licensee shall not discriminate against
any person or persons in connection with admission, service or privileges
offered to or enjoyed by the general public because of race, creed, ancestry,
sexual orientation, disability, color, sex, marital status, age, religion or
national origin.
SECTION 9.2 RULES AND REGULATIONS. The Liensor's Rules and Regulations are
hereby incorporated into this Agreement by reference. Copy of such Rules and
Regulations have been provided to the Licensee and the Licensee hereby
acknowledges receipt thereof. The License reserves the right to change such
Rules and Regulations in writing from time to time and will
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provide the Licensee with such changed Rules and Regulations which shall be
binding upon the Licensee. If there is at any time a conflict between the
provisions of this Agreement and the Rules and regulations, the provisions of
this Agreement shall control.
SECTION 9.3 WAIVER. The failure of either party hereto at any time or times
to require performance of any provisions hereof shall in no manner affect its
right at a later time to enforce the same provision. Any waiver by any party or
the breach of any provision contained in the Agreement in any one or more
instances shall not be deemed to be a waiver of any other breach of the same
provision or any other provision contained herein.
SECTION 9.4 NOTICES. Any notices or other communications required or
permitted hereunder shall be sufficiently given if delivered by customary
overnight delivery service, or if sent by certified or registered mail, postage
prepaid, to the Licensor or the Licensee, as the case may be, at the address set
forth for each in Article I of this Agreement or to such other address as any
party shall have provided to other parties from time to time in accordance with
the provisions of this Section 9.5.
SECTION 9.5 ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereto
and supersedes all proposals, negotiations and understandings of any nature
whatsoever. This Agreement may be changed or amended only by a written
instrument duly signed by all of the parties hereto. This agreement must be
signed by Licensee and returned within thirty (30) days from the date of
Agreement set forth in Article I. If not so returned to Licensor this Agreement
shall, at Licensor's option rendered null and void. In any event, this Agreement
shall not be enforceable until signed by Licensor.
SECTION 9.6 BINDING EFFECT, ASSIGNABILITY. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective heirs,
legal representative, successors and assigns. This Agreement or any rights
hereunder may not be assigned by the Licensee without the express written
consent of Licensor, which consent will not be unreasonably withheld.
SECTION 9.7 CAPTIONS. The captions of the several provisions of this
Agreement have been inserted for convenience only and do not constitute a part
of this Agreement.
SECTION 9.8 GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the laws of the State of Nevada applicable to contracts made and
to be performed wholly within such state.
SECTION 9.9 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, all of which together
shall constitute one and the same instrument.
SECTION 9.10 SIGNATURES. If you are in agreement with the contents of this
contract, please sign on the space indicated and return January 15, 1997. If not
executed and returned by said date, this offer shall automatically terminate.
Space is confirmed on a definite basis ONLY after
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receipt of this agreement signed by you and counter-signed by the Convention
Center General Manager.
IN WITNESS WHEREOF, the Licensor and Licensee have caused this agreement to be
duly executed under seal by persons hereunto duly authorized, as of the Date of
Agreement set forth in Article 1.
LICENSOR: LICENSEE:
INTERFACE GROUP - NEVADA, INC. MEN'S APPAREL GUILD IN CALIFORNIA
(MAGIC)
/s/ Richard Heller /s/ Joseph Loggia
By:________________________________ By:_________________________________
RICHARD HELLER, JOE LOGGIA, PRESIDENT,
V.P./GENERAL MANAGER CHIEF OPERATING OFFICER
1/15/97 1/8/97
DATE:______________________________ DATE:_______________________________