EXHIBIT 10.12
CONTRACT # 99-008D
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SANDS
EXPO
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201 EAST SANDS AVENUE , LAS VEGAS, NEVADA 89109 . 702-733-5556
SHOW NAME: MEN'S APPAREL GUILD IN CALIFORNIA (MAGIC)
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FACILITIES LICENSE AGREEMENT
This agreement date and entered into this 5TH day of SEPTEMBER, 1997 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 Interface Group -
Nevada, Inc. a Nevada corporation, with offices at 201 E. Sands Avenue, Las
Vegas, Nevada (hereinafter "Owner"). The Licensor and Licensee agree as
follows:
ARTICLE 1 - 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 5, 1997
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Licensee: MEN'S APPAREL GUILD IN CALIFORNIA (MAGIC)
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Licensee's Address: 6200 CANOGA AVENUE, SUITE 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 tot he rules and regulations from time to
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time established by the Licensor pursuant to Section 9.4 and to the right of the
Licensor to divide, designate or change form time to time those common areas to
be used. The foregoing notwithstanding, the common areas shall remain in the
control of the Licensor, however, the Licensor agrees that the common areas
shall not be used by any person or company that is operating a business or
performing a service deemed to be in competition within the apparel industry.
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) A 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
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FEBRUARY 27, 1999 and ending at 11:59 o'clock PM on MARCH 6, 1999 including the
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following periods designated for:
(a) Move In - A period from: 12:01 AM February 27, 1999 to 11:59 PM
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February 28, 1999
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(b) Show Period - A period from: 12:01 AM March 1, 1999 to 11:59 PM
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March 4, 1999
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(c) Move Out - A period from: 12:01 AM March 5, 1999 to 11:59 PM March 6, 1999
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This is of the essence of this Agreement.
Hours of Operation: 24 Hrs.
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Exhibition Area(s): 24 Hrs.
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Meeting Room(s): 24 Hrs.
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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 $567,000.00. A final count of the net
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square footage of exhibition space used by Licensee shall be taken on MARCH 2,
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1999. Should the net square footage used exceed the required minimum per hall
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as follows:
Hall "A" 90,000 sq. ft.
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Hall "B" 90,000 sq. ft.
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Hall "C" 90,000 sq. ft.
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Hall "G" N/A sq. ft.
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then the Licensee shall be billed at $.175 per net square foot for each square
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foot in excess of 270,000 net square feet for move-in and move-out days, and
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$.35 per net square foot for each such square foot actually used for displays
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for Show Days as additional Basic Fee. The Licensee shall pay the sum of
$189,000 due upon signing this License Agreement as a Reservation Fee to reserve
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the dates licensed hereunder and to be credited against the Basic Fee. The
balance of the
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Basic Fee shall be paid as follows: $189,000.00 on MARCH 11, 1998, and
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$189,000.00 on SEPTEMBER 11, 1998 paid by check made payable directly to "Sands
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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:
MEETING ROOMS ARE $400.00 PER ROOM PER DAY.
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Security Deposit: The Licensee shall pay $5,000.00 on FEBRUARY 1, 1999 to be
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held 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., THE INTERFACE
GROUP - MASSACHUSETTS, INC., INTERFACE GROUP - NEVADA, INC., AND THE HOLDER OF
ANY MORTGAGE (AS DEFINED BELOW).
ARTICLE II - LICENSE AND USE OF AUTHORIZED AREA
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SECTION 2.1 LICENSE OF AUTHORIZED AREA. The Licensor hereby licenses the use by
the License 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 Licensee hereby agrees tot
he 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. Licensee
agrees to provide Licensor a thirty (30) foot space along the west exterior wall
of Hall "C" to assist a Licensor any egress problems that may occur as a result
of the construction of Hall "D".
SECTION 2.2 PROHIBITED USES. The Licensee shall not use or allow the Facilities
or Authorized Area 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 there 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. Licensee is prohibited from
possessing, storing, or bringing onto the property, materials constitute
hazardous materials as defined by federal, state, or local law without prior
approval by the Sands Expo and Convention Center. Any requests for approval
must include all federal, state or local permits for the possession, storage,
use, and transportation of such hazardous material. Approval may be withheld by
the Sands Expo and Convention Center for any reason whatsoever in its sole
discretion. The propriety or morality of any of the facilities or Authorized
Area by the Licensee shall be determined in light of the community standards and
based on the reasonable, good assessment of the Licensor after consultation with
the Licensee.
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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 Licensor
for the purposes and uses of the Authorized Areas set forth in Article I.
(vi) Copies of all approvals obtained from the Fire Marshal and other municipal
agencies required by the Licensor before using the Authorized Area 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, addition deletions required by
the licensor within ten (10) days after such notice shall constitute an Event of
Default, as set forth in Article VIII.
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; of adjusting apparatus or equipment therein; of abating waste,
nuisances or violation 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 that 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 wire
transfer.
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SECTION 3.2 The Licensee shall pay to the Licensor all Basic Fees including
Reservation Fees, and Additional Fees as set forth in Article 1 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 by Licensor subject to
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 Fees, Security Deposit and Additional
Charges are non-refundable, except as specifically provided in this Agreement.
Licensee acknowledged that all deposits are non-refundable and payments made
pursuant to the liquidated damage provisions set forth in Section 8.6 are fair
and reasonable consideration for Licensor's holding Authorized Areas for the
dates indicated for the exclusive use of Licensee and rendering the same
unavailable for others. The Licensor shall have 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 License 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 and shall
be payable forthwith on demand by the Licensor. This right to collect interest
does not preclude the Licensor from asserting any other right against the
Licensee, including, but not limited to, those set forth in Article VIII.
Notwithstanding the foregoing, interest shall not be due on any among Licensee
reasonably claims to be in dispute; provided, however, that Licensee pays all
undisputed amounts when due.
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 Licensee,
heating, ventilating and air conditioning, permanent overhead lighting,
permanent public address system, as available, rest-room facilities and
janitorial services consisting of cleaning of common areas. During move-in and
move-out periods, Licensor shall provide only sufficient work in Authorized
Areas and janitorial services in common areas only. Licensor shall not be held
responsible for and Licensee shall hold Licensor harmless from loss of lighting,
air conditioning, electricity, water, gas, heating, or other utilities,
facilities or services not caused by the intentional wrong of Licensor.
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 a covered by the
Basic Fee, Licensee agrees that it will, and will require all of its exhibitors
and other invitees to, utilize Contractual Services provided directly by
Licensor or by an Authorized Contractor of Licensor. For purposes of this
Agreement "Contractual Services" means the 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 by Licensee, its exhibitors or other invitees
when holding or participating in the Event. For purposes of this Agreement,
"Authorized Contractor" those persons or companies Licensor has approved to
provide Contractual Services at the Facilities as of the date Licensee execute
this Agreement or as approved as provided below. Licensor reserves the right to
withdraw approval of any Authorized Contractor for any reason prior to Licensor
approval of Licensee's Plan of Operation, or at any time thereafter for cause.
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The Contractual Services to be provided exclusively by Licensor or by an
Authorized Contractor include, but shall not be limited to, the following:
(i) Electrical wiring and services;
(ii) Plumbing, gas and compressed air services;
(iii) Telephone systems wiring, services and operation;
(iv) General cleaning and maintenance of Authorized Areas, and trash collection
and disposal;
(v) Customer Service Center Facilities;
(vi) Rigging;
(vii) Food and beverage services.
Licensee shall pay Licensor for any Contractual Services provided by Licensor
according to the rates shown in the Show Managers Handbook as amended. Any
additional Contractual Services, and the rates associated therewith, shall be
identified in a separate exhibit to this Agreement. If not added in the Show
Managers Handbook, or if a service is provided for which no rate is stated, then
Licensee shall pay Licensor at rate to be upon by the parties. Licensee shall
provide Licensor with notice of the 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 and paid directly by the exhibitor or invitee.
Licensor shall be under no obligation to provide a Contractual Service it has
specifically undertaken provide unless it or an Authorized Contractor is
reasonably capable of providing the service. The ability of Licensor or an
Authorized Contractor provide particular Contractual Services shall be
determined at the time the parties agree upon Licensee's Plan of Operation. No
Contractual Services shall be utilized or employed by Licensee except as
provided in the Section 4.2 or as approved in advance in writing by Licensor.
Licensor shall retain, at all times during the License period, the right to
sell, advertise, and promote both authorized and Exclusive Contractual Services
to License exhibitors. To facilitate Licensor's provision of Contractual
Services hereunder Licensee is required to provide Licensor, at least 120 days
prior beginning of the License Period, with a list of all exhibitors or other
invitees planning to use the Authorized Areas during the License Period, and
with the business address, telephone number and name of the appropriate person
to be contracted for each such exhibit.
SECTION 4.3 SECURITY OF FACILITIES.
(a) The Licensor shall neither be responsible for any property brought into the
Facilities by the Licensee or any person claiming under the License 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
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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 License 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, shoe shine, and other.
SECTION 4.6 HEADQUARTERS HOTEL. The Sands Hotel and Casino, located adjacent to
the Sands Expo and Convention Center, has been demolished and a new property
offering 6,000 sleeping rooms, and a convention complex featuring large
ballrooms and breakout meeting space, over 150,000 square feet of casino space,
multiple restaurants, and approximately 500,000 square feet of retail space is
being developed on the site it previously occupied. Licensee agrees to
designate the new property as an official headquarters location for its show.
Further, Licensee will use its best efforts to Licensor in its solicitation of
Licensee's exhibitors and invitees for their food, beverage, function, and
hospitality business.
SECTION 4.7 ADVERTISEMENTS, POSTERS AND MARQUEE. The Licensee agrees not to
post or exhibit or allow to be posted or exhibited signs, advertisement 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 written approval of the Licensor. If such approval is granted by
Licensor, Licensee shall pay a fifteen (15%) percent commission from the gross
revenues paid by the advertising entity. The advertising entity is defined as
the party whose organization, business or concern is advertised on the signs,
advertisements, show bills, banners, lithographs, posters, or cards. 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
is related to the Event in the Authorized Areas and during the hours for which
this License was granted and for such period time as designated by the Licensor.
SECTION 4.8 USE OF LICENSOR'S EQUIPMENT. If any equipment provided by the
Licensor to the Licensee 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 in the Show Manager's Handbook.
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
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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 to any other right or remedy the Licensee 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 an 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) Employers' 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 I 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.
(b) The Licensee shall obtain and maintain during the License Period insurance
polices on all personal property owned, leased or hired by, 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.
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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 and disbursements) for any injury to, including death
(whether they be third persons or employees of either the Licensor or the
Licensee) and any loss (through theft or otherwise) of or damage to property
(whether it be that of the Licensor or the Licensee or 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 o 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 broadcast, performance or publications, including
musical or other audio or visual presentation, of patented, trademarked, or
copyrighted materials, equipment, devices, processes, or dramatic right 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 of 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, or 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, derogation of, any other waiver or release contained in the 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.
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 the
Licensor's equipment to the Licensor, all
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in the same broom clean condition and repair as originally furnished to the
Licensee, normal wear and excepted. At such time, the Licensee shall remove
completely from the Facilities all goods, wares, merchandise and property of any
and all kinds description placed therein (herein "Property").
SECTION 7.2 REPAIR OF AUTHORIZED AREA. The Licensee agrees that if the
Authorized Area, Lobbies, Hallways, Restrooms or other Public Space, or other
part of the Facilities, shall be damaged by the act, default or negligence of
the Licensee, or of 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 condition immediately prior to the
commencement of the License Period. The Licensee hereby assumes full
responsibilities for the character, acts and conduct of all persons acts 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 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 damage 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, at 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 Show Days 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 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; is
intended as a penalty against the Licensee use of the Facilities or the
Authorized Area beyond the License Period; and does not preclude the Licensor
from asserting any other rights against Licensee, including, but not limited to,
those set forth in Section 7.3 and Article VIII. 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 twenty-four (24) hours of end of the
License Period for the purpose of 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
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commencement of any use of the hall or a 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 VIII - 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 Licensee 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 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 clearances, and Fire Marshal
approvals, when and where required, or fail, upon the Licensor's request, to
provide evidence of such permits or licenses 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 covers 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, or shall seek or consent to
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 or elsewhere 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 or all of the following:
(a) accelerate payment of the Basic Fee;
(b) require the Licensee give additional security for Licensee's performance of
its obligations;
(c) declare this Agreement terminated and revoke the license given hereby;
(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;
(f) refuse to commence, or discontinue the rendition of all services or
utilities to Licensee and the Authorized Area;
(g) apply monies from Licensee's show account to satisfy or reduce debt;
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(h) for a late payment of one contract, cancel any of all subsequent contracts
at Licensor's option.
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 Licensee
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 License. In the event
of the exercise of such right by the Licensor, the Licensee agrees to pay to the
Licensor forthwith upon demand all sums expended by the Licensor (or the fair
value thereof, whichever is greater), together with interest thereon at the rate
of eighteen (18%) percent annum, as an Additional Charge.
SECTION 8.4 TERMINATION WITHOUT DEFAULT. In the event that the Authorized Area
or the Facilities of which it 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 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 the Licensee to the Licensor
as a Security Deposit, Reservation Fee, Basic Fee or Additional Fee (to the
extent not applied by Licensor in accordance with the terms hereof).
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 any and all
property from the same, as if this License was not in effect.
SECTION 8.6 LIQUIDATED DAMAGES. If the Licensee cancels the Event covered by
this License, the Licensee agrees to pay to the Licensor, as liquidated damages
and not as a penalty an amount equal to the Reservation Fee and the remainder of
the Basic Fee, as set forth in Article I. The parties agree that such amounts
constitute reasonable provision for liquidated damages and acknowledge that the
amount of actual damages will be difficult to establish except as provided in
Sections 2.1, 4.2, and 8.11.
In any event, and in addition to the foregoing, the Licensee also agrees to pay
any monies due for Additional Fees and Additional Charges. The foregoing shall
not constitute Licensor's sole
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remedy for such cancellation and shall be in addition to such other legal and
equitable rights and remedies be available to Licensor.
SECTION 8.7 LIENS. To secure the Licensee's obligation hereunder, Licensee
hereby grants the Licensor the first right of lien against all ticket receipts
and Property of the Licensee hereunder. The Licensor is empowered to withhold
from ticket office receipts such amount as is outstanding 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 costs, including attorneys' fees, to the retirement of said unpaid amounts.
SECTION 8.8 ACTIONS. Any action 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 actin 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 or rendered impractical
by any of the following events: fire, flood, riot, earthquake, civil commotion,
strike, lockout, labor disturbances, 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 cause beyond Licensor's
reasonable control the Licensor shall not be liable to the Licensee for such
delay or failure to perform. The Licensee 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 SUBORDINATION. This Agreement and any renewals, extensions or
amendments hereof, and all of Licensee's rights and obligations hereof or
thereunder now or hereafter existing, are unconditionally subject, inferior and
subordinate in priority to any mortgage, deed of trust or other security
interest or lien encumbering the Facilities (or any portion thereof) from time
to time and to the lien of any renewals, extensions, amendment refinancing
thereof (each, a "Mortgage") and the rights, powers and privileges of any
beneficiary or trustee thereunder. Notwithstanding the foregoing at the
election of such holder or beneficiary, exercisable in its sole discretion at
any time, its Mortgage shall be subject, inferior and subordinate Agreement. If
such holder or beneficiary shall make such election, and if the holder of such
Mortgage shall exercise any remedies under or in connection with such Mortgage
(or in lieu thereof) after a default by Licensor under such Mortgage then, at
the option of any owner of the Facilities (applicable portion thereof) (after
giving effect to such exercise) the Licensee shall recognize such new owner and
this Agreement shall remain force and effect as between such new owner, as
Licensor, and Licensee, as licensee.
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SECTION 8.12 LICENSE AND NOT A LEASE. Notwithstanding anything to the contrary
contained herein, this Agreement is a license and not a lease and Agreement
shall be construed to be a license and not a lease.
SECTION 8.13 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 specifies in
Sections 8.4 and 8.10 above, then, in addition to any claims, rights on remedies
the Licensee may have, the Licensor shall return to the Licensee all monies paid
to the Licensor along with interest on those monies 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, services or private offered
to or enjoyed by the general public because of race, creed, ancestry, sexual
orientation, disability, color, sex, marital status, age, religion national
origin.
SECTION 9.2 AUDIO/VISUAL PRESENTATIONS. The Sands Expo and Convention Center
does not regulate, control, approve or disapprove any broadcast performance or
publication of music or any other audio or visual presentations. The Sands Expo
and Convention Center does not play or perform any music, nor does it offer
referrals or contracts with anyone who does. If the Licensee, or an exhibitor,
wishes to use copyrighted music or other copyrighted material it will be
necessary for Licensee to make arrangements with the appropriate owners of such
material or agents of such owners for a license to use or perform such
copyrighted music or material or to otherwise qualify for an exemption. The
Sands Expo and Convention Center retains the right to regulate the volume of any
sound, whether it be music, voice, special or artificial effects to the extent
that the same interferes with other licensees within the facilities or is
determined to be offensive or otherwise violates the rules and regulations or
License Agreement.
SECTION 9.3 RULES AND REGULATIONS. The Licensor's Rules and Regulations are
hereby incorporated into this Agreement by reference. Copies of such Rules and
Regulations have been provided to the Licensee and the Licensee hereby
acknowledges receipt thereof. The Licensor reserves the right change such Rules
and Regulations in writing from time to time and will provide the Licensee with
such changed Rules and Regulations which shall 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 9.4 WAIVER. The failure of either party hereto at any time or times to
require performance of any provisions hereof shall in no manner affecting its
right at a later time to enforce the same provision. Any waiver by any party or
the breach of any provision contained in this Agreement in any 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.
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SECTION 9.5 NOTICES. Any notices or other communications required or permitted
hereunder shall be sufficiently given if delivered by a customs 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 as set forth
for each in Article I of this Agreement or to such other address as any party
shall have provided to the other parties from time to time accordance with the
provisions of this Section 9.5
SECTION 9.6 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 Agreement
set forth in Article I. If not so returned to Licensor this Agreement shall, at
Licensor's option be rendered null and void. In any event, the Agreement shall
not be enforceable until signed by Licensor.
SECTION 9.7 BINDING EFFECT, ASSIGNABILITY. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective heir
legal representatives, 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 9.8 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 9.9 GOVERNING LAW. This Agreement shall be governed and constructed in
accordance with the laws of the State of Nevada applicable to contracts made and
to be performed wholly within such state.
SECTION 9.10 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
SECTION 9.11 SIGNATURES. If you are in agreement with the contents of this
contract, please sign on the space indicated and return by OCTOBER, 1997. If
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not executed and returned by said date, this offer shall automatically
terminate. Space is confirmed on definite basis ONLY after receiving of this
agreement singed by you and counter-signed by the Convention Center General
Manger.
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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
10/7/97 9/29/97
DATE:___________________________ DATE:_____________________________