L I C E N S E License Agreement #_______________ THIS LICENSE is made and entered into as of this ___ day of __________ 20__, by and between the RENO-SPARKS CONVENTION AND VISITORS AUTHORITY (the “RSCVA”) and _____________________________________________ (the “Licensee”). The signed License Agreement must be returned prior to (30 days) in order to secure space. 1.
LICENSE OF PREMISES.
1.1 License. The RSCVA hereby Licenses to Licensee, and Licensee hereby Licenses from the RSCVA, that certain portion or portions of the Reno-Sparks Convention Center (the “RSCC”) at 4590 S. Virginia Street, Reno, Nevada 89502, as more particularly described in “Event Rental Schedule” attached hereto and incorporated herein by reference (the “Premises”). The term "Premises" shall mean and include all areas and facilities of the RSCC (exclusive of the Premises and areas Licensed to other parties or available for License to other Licensees), made available and designated by the RSCVA for the common and joint use and benefit of the RSCVA, Licensee and other Licensees and occupants of the RSCC including, but not limited to, sidewalks; parking areas; access roads; driveways; landscaped areas; truck service ways; public restrooms; public lobbies, hallways, stairwells, escalators and elevators; service elevators, docks, and areas; and parking area lights. Use of the RSCC includes regularly provided heat, electrical power, air conditioning, water and light, as may be required for uses of said facility. 1.2 Acceptance of Premises. Licensee acknowledges that the RSCVA has not made any representation or warranty with respect to the condition of the Premises or the Building or with respect to the suitability or fitness of either for the conduct of Licensee's Permitted Use or for any other purpose. Prior to Licensee's taking possession of the Premises, the RSCVA or its designee and Licensee will walk the Premises for the purpose of reviewing the condition of the Premises and the condition of completion and workmanship of any Licensee improvements which the RSCVA is required to construct in the Premises pursuant to this License. Licensee covenants and agrees to well and truly perform and abide by each and every term, condition, limitation and restriction herein set forth, each of which shall be a condition subsequent to the effect of this License Agreement. 2.
PURPOSE.
2.1 Use. The Premises shall be used only for the production of ___________ and for no other purpose without the prior written consent of the RSCVA. 2.2 Limitation on Uses. Licensee shall not use or occupy the Premises, or permit the use or occupancy of the Premises, in any manner or for any purpose which: (a) would violate any law or regulation of any applicable governmental authority, or the provisions of any applicable governmental permit or recorded document; (b) would adversely affect or render more expensive any fire or other insurance maintained by the RSCVA for the Premises or any of its contents; (c) might impair or interfere with any of the services and systems of the Premises, including without limitation, the Premises’ electrical, mechanical, fire and life safety, structural, plumbing, heating, ventilation and air conditioning systems (collectively, the “Premises’ Systems”) or the janitorial, security and building maintenance services (collectively, the “Service Facilities”). Licensee shall not permit the premises to be used for lodging room or for any improper, immoral, illegal or objectionable purpose. Licensee shall reimburse the RSCVA for any cost incurred by the RSCVA in enforcing the provisions of this Article 2 or as a result of Licensee’s breach hereof (including, without limitation, any increase in insurance premiums resulting from Licensee’s use). 2.3.1. General. Licensee shall procure and maintain any license or permit required for the lawful conduct of its business or other activity on the Premises, submit such license or permit for inspection by RSCVA if so requested, and comply at all times with all terms and conditions thereof. The License of the Premises shall be subject to all statutes, laws, ordinances and regulations applicable from time to time to the use, occupancy or possession of the Premises. Licensee shall comply with all laws of the United States and the State of Nevada, all ordinances of the County of Washoe and City of Reno, State of Nevada, and wherever applicable, all rules regulations of the Reno Police Department, Reno Fire Department and policies and criteria established by the RSCVA for the use of the facilities under the jurisdiction of the RSCVA. Licensee will not permit to be done anything on said premises in violation of such laws, ordinances, rules, regulations, policies or criteria herein referred to. Licensee shall submit to the RSCVA in writing, a list of independent service companies (e.g. installation and dismantle companies, florists, modeling agencies, or other exhibitor appointed contractors) who are providing a service to exhibitors and shall be responsible for said companies to be properly licensed and insured prior to entering the premises of the Convention Center. 2.3.2. Americans With Disabilities Act. Concerning the Americans with Disabilities Act and all the regulations there under ("ADA"), RSCVA shall be responsible for the permanent building access requirements: such as, but not limited to, wheelchair ramps, elevator standards, restroom standards, and internal hallways and doors. Licensee shall be responsible for the non-permanent accessibility requirements, such as, but not limited to, seating accessibility, assistive listening devices, sign language interpreters, signage and other auxiliary aids.
3.
TERM.
3.1 License Term. Unless otherwise herein specified the License Term shall commence at 7:00 a.m. on the Move-In Date and shall end at 11:59 p.m. on the last Move-Out Date (the “License Term”) as follows: Move-In Date(s):
August 23, 2003
Show Day(s)
???
Move-Out Date(s)
August 27, 2003
3.2 Early Termination. Licensee may terminate this License at any time. Liquidated damages of one hundred percent (100%) of deposits due to date will be retained or collected by the RSCVA per the schedule established in the “RSCC Booking Policies”, included herein as “Exhibit B”. In the event some or all of the space is re-booked by the RSCVA, comparable rental deposits will be returned to the canceling client. 4.
RENT AND DEPOSITS.
4.1 Base Rent. During the License Term, Licensee shall pay the RSCVA as daily rent (the “Rent”) for the Premises the greater of (i) a flat rate of $ 00.00 per day; (ii) $ 00.00 per day per net square foot of exhibit space Licensed; or (iii) __________________ percent (__%) of the gross gate receipts per day. Base Rent shall be reduced by fifty percent (50%) for the Move-In Date(s) and the MoveOut Date(s). Full base rent and associated deposits are due and payable in full 30 days prior to the first move in day. 4.2 Rental Deposit Payment Schedule. Upon execution of this License, Licensee shall deposit with the RSCVA, rental deposits according to the following schedule, paragraph 4.2.1 before the first Move-In Date. The estimated rental deposits are made by Licensee to secure the faithful performance of all the terms, covenants, and conditions of this License to be performed by Licensee. If Licensee shall default with respect to any covenant or provision hereof, the RSCVA may use, apply or retain all or any portion of the Rental Deposit to cure such default or to compensate the RSCVA for any loss or damage which the RSCVA may suffer thereby. Licensee Deposits are required for all events upon notification of awarding of dates. The RSCVA shall not be required to keep deposits, whether rental or security (see 4.3), separate from its general funds and Licensee shall not be entitled to interest thereon. The deposit schedule is as follows: 4.2.1 (Standard Short Term, 1 year or less, deposit Schedule) *Twenty-five (25%) of minimum facility rental upon execution of License agreement in the amount of
$_____________.
*Fifty percent (50%) of minimum facility rental due prior to_(6 months)________ in the amount of
$_____________.
*The balance of minimum facility rental will be due prior to (30 days)_____ in the amount of
$_____________.
OR (Convention & Trade Show long term booking) *Ten (10%) of minimum facility rental upon execution of License in the amount of
$_____________.
*Fifteen percent (15%) of minimum facility rental due prior to___(24 months)______ in the amount of
$_____________.
*Fifty percent (50%) of minimum facility rental due prior to
(12 months)
in the amount of
*Twenty-five percent (25%) of minimum facility rental will be due prior to (6 months)___
in the amount of
$
.
$_____________.
Notwithstanding the foregoing, first-time events without a history at the RSCC or, an event with a record of slow payment, may be required (at the option of the General Manager) to remit up to One Hundred Percent (100%) of the facility rental and related expenses upon execution of contract. No interest will accrue by or be paid to Licensee on any deposit. Additional charges incurred are due upon receipt of invoice. INTEREST will be assessed at 1 ½% per month on any balance due more than thirty (30) days after date of billing. 4.3 Security Deposit: A security deposit in the amount of $ , to assure full and faithful performance of this agreement, is due 30 days prior to the first move in date. The RSCVA may, but shall not be required to, use apply or retain all or any part of this security deposit for the payment of any sum in default, or for the payment of any amount which the RSCVA may spend or become obligated to spend to correct a deficiency caused by Licensee, its sub-Licensee, contractors or attendees, including but not limited to damage to the facility, excessive cleaning, extra equipment or extra labor. If Licensee shall fully and faithfully perform every provision of this License Agreement the Security Deposit or any balance thereof shall be returned to Licensee within fourteen (14) days following the later of expiration of the Term or surrender of the premises to the RSCVA. 5.
TAXES.
Licensee shall pay all taxes levied or assessed upon Licensee’s equipment, furniture, fixtures and other personal property located in or about -2-
the Premises. 6.
UTILITIES.
If Licensee or any exhibitor so desires, upon written order of Licensee, the RSCVA will cause electric, gas or water service connections to be installed, adjusted or effected as follows: Minimal illumination will be allowed for Move-In and Move-Out days; full illumination will be allowed on Show days. Additional lighting requested by Licensee will be assessed a user charge based on actual usage at current scheduled rates; additional heating and air conditioning will charged at full-day rental rate. The RSCVA agrees to make available to Licensee, through Licensee’s RSCVA approved and contracted electrical, water and gas agent, all electric power, gas and plumbing required by Licensee up to the RSCVA’s existing capacity, and Licensee agrees that any agreement with its approved and contracted electrical, water and gas agent, will require said agent to reimburse the RSCVA with a surcharge based on the electrical, water and gas agent’s current contract with the RSCVA, based on all electric outlets, equipment, floodlights and labor charges levied by Licensee or its electrical, water and gas agent, to Licensee, its exhibitors and subcontractors on all utilities made available by the RSCVA. All electrical service provided to Licensee and any exhibitor spaces will be included when calculating charges. Licensee further agrees that its electrical, water and gas agent will supply the RSCVA with duplicate copies of all electrical, gas or water invoices made by said agent to Licensee and each exhibitor or sub-contactor within thirty (30) days after expiration of this License Agreement for the purpose of verifying the surcharge to be paid to the RSCVA by said agent. In the event Licensee’s agent fails to pay the RSCVA any amount due hereunder, Licensee shall pay such amount to the RSCVA upon submission of the documentation supporting a statement for the amount due the RSCVA hereunder. All electrical, gas or water connections are to be installed by Licensee’s designated, and RSCVA approved and contracted, utility service agent. 7.
MAINTENANCE AND REPAIRS.
7.1 Licensee’s Obligations. Licensee, at Licensee’s own expense, shall maintain the premises in a safe, sanitary and sightly condition, in good repair, and shall restore and yield the premises back to the RSCVA upon the expiration or termination of this License in good condition and repair, ordinary wear and tear (and damage by the elements, fire or act of God, or by other cause beyond the control of Licensee) excepted. If the premises can be restored (without causing or constituting a termination of the privilege or an interference for the possession of the premises by Licensee) the RSCVA may do all things necessary to restore the premises to the condition required, including but not limited to, removal of signs, balloons, tape, and other items not removed by Licensee, its sub-Licensee, or their respective servants, agents, employees, invitees, licensees or contractors charging the actual cost thereof to Licensee. Carpeted areas will be protected, as directed by the RSCVA when used for exhibits whether commercial or non-commercial. Except for the RSCVA’s obligations specifically set forth in this License, Licensee shall, at Licensee’s sole cost and expense and at all times, keep the Premises and every part thereof in good order, condition and repair, structural and non-structural (whether or not such portion of the Premises requiring repairs, or the means of repairing the same, are reasonably or readily accessible to Licensee.). 7.2 RSCVA’s Obligations. The RSCVA shall maintain the building systems and equipment, including but not limited to plumbing, heating, air conditioning, ventilating, electrical, lighting facilities, fire sprinkler or the automatic fire extinguishing system, including fire alarm and/or smoke detection systems, fire hydrants, furniture, fixtures, walls (interior & exterior), foundations, ceilings, roofs, floors, windows, doors, plate glass, skylights, landscaping, driveways, parking lots, fences, retaining walls, permanent signs, sidewalks and parkways located in on, about or adjacent to the Premises. Plumbing, gas and electrical operated for the benefit of Licensee or subLicensees are to be maintained in good order by Licensee’s Services agent as set forth is Section 6. 7.3 Restriction on Alterations. Licensee may make no alterations, repairs, additions or improvements in, to or about the Premises (collectively, “Licensee Alterations”) without the prior written consent of the RSCVA, and the RSCVA may impose as a condition to such consent such requirements as the RSCVA, in its sole discretion, may deem necessary or desirable, including, but not limited to restoration to original condition. 8.
INSURANCE.
8.1 Licensee’s Insurance. Licensee shall at all times during the Term and at its own cost and expense procure and continue workers’ compensation insurance and bodily injury liability and property damage liability insurance adequate to protect the RSCVA and Washoe County against liability for injury to or death of any person or damage to property in connection with the use, operation or condition of the Premises as follows: 8.1.1 Commercial General Liability Policy from an Insurance Carrier with an A.M. Best rating of AX or better covering Bodily Injury and Property Damage wit limits as follows: $1,000,000 limit for Bodily Injury and Property Damage, $1,000,000 for Personal and Advertising Injury and $1,000,000 for Products and Completed Operations. The policy shall have an aggregate limit of $1,000,000. All such policies shall be written to apply to all bodily injury, property damage, personal injury losses and shall include the RSCVA and Washoe County as additional insured for the full term of this agreement. 8.1.2 Prior to the sale, storage, use or giving away of alcoholic beverages on or from the Premises by Licensee or another person, Licensee or Sub-Licensee, at its own expense, shall obtain a policy or policies of insurance issued by a responsible insurance company with an A. M. Best rating of AX or better and in a form acceptable to the RSCVA saving harmless and protecting the RSCVA, Contractors of the RSCVA, Washoe County and the Premises against any and all damages, claims, -3-
liens, judgments, expenses and costs, including actual attorneys’ fees, arising under any present or future law, statute, or ordinance of the State of Nevada or other governmental authority having jurisdiction of the Premises, by reason of any storage, sale, use or giving away of alcoholic beverages on or from the Premises. Such policy or policies of insurance shall have a minimum combined single limit of $1,000,000 per occurrence and shall apply to bodily injury and property damage. Policy shall name the RSCVA and Washoe County as additional insured. 8.1.3 Proof of Workers’ Compensation Insurance in accordance with the laws of the State of Nevada, and Employer’s Liability insurance covering all Licensee’s employees working on the Premises; and Licensee shall require proof of Workers Compensation Insurance in accordance with the laws of the State of Nevada from all sub-licensees and service contractors including, but not limited to, decorators, utility agents, install and dismantle companies and equipment suppliers. Insurance company providing Worker’s Compensation Insurance and Employer’s Liability Insurance shall have an A. M. Best rating of AX or better. 8.1.4 At Licensee’s option, and through Licensee’s own effort and insurance company, loss of income and extra expense insurance in such amounts as will reimburse Licensee for direct or indirect loss of earnings attributable to all perils commonly insured against by prudent Licensees or attributable to prevention of access to the Premises as a result of such perils. 8.2 Policy Requirements. All insurance required to be carried by Licensee hereunder shall be issued by responsible insurance companies, qualified to do business in the State of Nevada and reasonably acceptable to the RSCVA. Each policy shall name the RSCVA and Washoe County as additional insured, policies for Workman’s Compensation and Employer’s Liability excepted, as their interests may appear, and copies of all policies together with certificates evidencing the existence and amounts of such insurance, shall be delivered to the RSCVA by Licensee at least thirty (30) days prior to Licensee’s occupancy of any portion of the Premises. No such policy shall be cancelable here fore except after thirty (30) days written notice to the RSCVA. Licensee shall, at least thirty (30) days prior to the expiration of any such policy, furnish the RSCVA with renewals or “binders” thereof. In the event Licensee does not furnish an acceptable policy before the RSCVA may cancel the event. Any policy may be carried under so-called “blanket coverage” form of insurance policies, provided any such blanket policy specifically provides that the amount of insurance coverage required hereunder shall in no way be prejudiced by other losses covered by the policy. Neither the issuance of any such insurance policy nor the minimum limits specified in Section 8.1.1 shall be deemed to limit or restrict in any way Licensee’s liability arising under or out of this License. 9.
WAIVER OF SUBROGATION.
To the extent such waivers are obtainable from insurance carriers, the RSCVA and Licensee waive their respective right of recovery against the other for any direct or consequential damage to the property of the other including without limitation its interest in the Premises by fire or other casualty to the extent such damage is insured against under a policy or policies of insurance. Each such insurance policy carried by either the RSCVA or Licensee shall include such a waiver of the insurer’s rights of subrogation. Such waiver shall in no way be construed or interpreted to limit or restrict any indemnity or other waiver made by Licensee under the terms of this License. 10.
INDEMNIFICATION AND LIMITATION ON LIABILITY.
10.1 Indemnity by Licensee. Licensee shall indemnify, protect, defend and hold harmless, the RSCVA and Washoe County, their officers, directors, partners, agents and employees from and against any and all claims, suits, demands, liability, damages and expenses, including attorneys’ fees and costs, arising from or in connection with Licensee’s use or alteration of the Premises or the conduct of its business or from any activity performed or permitted by Licensee in or about the Premises during the Term or prior to the Commencement Date if Licensee has been provided access to the Premises for any purpose, or arising from any breach or default in the performance of any obligation on Licensee’s part to be performed under the terms of this License, or arising from Licensee’s use of the Premises’ Systems, including but not limited to electrical, sound, lighting, HVAC and plumbing, in excess of their capacity or arising from any other act, neglect, fault or omission of Licensee or any of its officers, agents, directors, contractors, employees, licensees or invitees. As a material part of the consideration to the RSCVA for entering into this License, Licensee hereby assumes all risk of and releases, discharges and holds harmless the RSCVA and Washoe County from and against any and all liability to Licensee for damage to property or injury to persons in, upon or about the Premises from any cause whatsoever except that which is caused by the sole negligence of the RSCVA or Washoe County. Without limitation to the foregoing, Licensee specifically agrees to indemnify and hold the RSCVA and Washoe County harmless for any actions taken by Licensee or its officers, directors, partners, agents and employees, relating to the removal of individuals or groups from the Premises. 10.2 Limitation on the RSCVA’s Liability. In no event shall the RSCVA be liable to Licensee for any injury to any person in or about the Premises or damage to the Premises or for any loss, damage or injury to any property of Licensee therein or by any malfunction of any utility or other equipment, installation or system, or by the rupture, leakage or overflow of any plumbing or other pipes, including without limitation, water, steam and refrigeration lines, sprinklers, tanks, drains, drinking fountains or similar cause in, about or upon the Premises unless, and only to the extent not covered by insurance, such loss, damage or injury is caused by the sole gross negligence of the RSCVA. Notwithstanding the foregoing, the RSCVA will not waive and intends to assert available NRS chapter 41 liability limitations and other liability limitations available at law in all cases. 11.
MISCELLANEOUS TERMS OF USE. -4-
11.1.
Services.
11.1.1 Equipment and personnel. The RSCVA will furnish normal service, equipment, materials, and technicians to Licensee, to the extent of the RSCVA’s available inventory, on the following terms and conditions: normal service, but not including technicians, stagehands, electricians, public address system operators, projectionists, guards and other personnel, including but not limited to box office personnel, ticket takers, ushers, not normally employed by the RSCVA. The RSCVA furthers reserves the right to approve or disapprove all technicians who will operate the RSCVA’s equipment, and the Licensee shall pay for same. 11.1.2 Cleaning and Janitorial. The RSCVA shall be responsible for cleaning common use public and non-exhibit areas including meeting rooms (except when utilized as exhibit area), and building rooms used as offices. Trash containers will be provided in public areas, placed at strategic locations, and serviced by the RSCVA. In the event no aisle carpet is used, the RSCVA will clean the aisles before each show day opening. With the exception of excessive exhibitor generated trash, these services are at no additional cost to Licensee. If aisles are carpeted, the RSCVA will provide trash containers, placed at strategic locations to be serviced by Licensee or its designated contractor, in exhibit areas. Cleaning of exhibit and staging areas including carpeted aisles and booths, carpeted or uncarpeted, is the responsibility of Licensee. All other janitorial and cleaning service during the License Term shall be the responsibility of Licensee. 11.1.3 Additional Services. Additional services within the RSCVA’s capabilities at the RSCC will be provided if requested, and Licensee shall pay the RSCVA such charges for labor and equipment, at current rates, as invoiced by the RSCVA. Under no condition will the RSCVA provide services in violation of Licensee’s contract with its show management service contractor. 11.1.4 Meeting Room Services. The RSCVA shall provide a basic one time set-up per day during the License Term, as established in the Building Rules and Regulations, attached here to as “Exhibit A.” Additional room changes will be charged at prevailing in-house labor rates. 11.2 Helium Balloons and Other Decorations. Helium balloons are not permitted without the express written permission of the RSCVA. Other decorations including, but not limited to, glitter, feathers, cotton may be cause for excessive cleaning charges accessed to Licensee. No helium balloons or stickers shall be permitted for giveaway or sale. 11.3. Signs and Posters. Licensee shall not post or exhibit, or allow to be posted or exhibited, any signs, advertisements, show bills, lithograph posters or cards of any description on any part of the RSCC, except upon such space as is made available for such purpose by the RSCVA. Licensee will use, post or exhibit only such signs, advertisements, show bills, lithograph, posters or cards upon said space as related to the performance or exhibition to be given under this contract and which meet the approval of the General Manager of the RSCC, and such approval shall not be unreasonably withheld. 11.4.
Security/Parking.
11.4.1 Security. Licensee shall be responsible for complete Security in all areas licensed including exhibit areas, meeting rooms, loading dock areas and emergency exits, from the time of initial occupancy until completion of move-out. Such services (when required) will be at the expense of Licensee. All security arrangements are subject to approval by the RSCVA, and such approval shall not be unreasonably withheld. Licensee will provide a security placement plan for stationary or roving posts to the RSCVA at least thirty (30) days prior to show opening. The RSCVA through its RSCC General Manager reserves the right to establish minimum staffing levels for event security. Only licensed Nevada security agencies will be used. The use of voluntary security is not permitted. The RSCVA maintains twenty-four (24) hour security for protection of building perimeter. 11.4.2 Parking. Parking facilities, unless specifically licensed by Licensee, shall be under the direct and exclusive control of the RSCVA. Licensee shall not rely on the availability of any parking lot or parking facility. 11.5. Seating Capacity. Licensee shall not sell, distribute or permit to be sold or distributed, tickets or passes in excess of the seating capacity or authorized occupancy load of the facility or facilities hereinabove described. Standing room is prohibited. Licensee shall not admit to the licensed premises a larger number of persons than the seating capacity or authorized occupancy load thereof will accommodate or can safely or freely move about in said licensed area. The RSCVA, being charged by law with operation of the RSCC, has the right to attend all functions. Licensee acknowledges this requirement for such seating as may be required by the RSCVA and agrees to honor the same upon request of the General Manager of the “RSCC”. 11.6. Concessions. The RSCVA reserves the sole and exclusive right to offer for sale on, in, or about the premises covered by this License Agreement, beverages of any type, food, of any sort. In no event will Licensee, its sub-Licensee, exhibitors, agents or guests, bring into the “RSCC”, or any of its facilities, any food, whether prepared or unprepared, or beverages of any kind whatsoever, including but not limited to alcoholic beverages, without the prior written consent of the General Manager of the “RSCC”. This section is not intended to restrict the free distribution of small quantities of product samples or the sale of pre-packaged food or beverage products from exhibitors whose business is consistent with products being offered for sale; such pre-packaged products are not to be sold for immediate consumption. Deviations from this section shall be granted only with the express written authorization of the RSCC General Manager -5-
11.7
Advertising.
11.7.1 Limitation on distribution. Licensee shall not distribute or circulate or permit to be circulated or distributed, any advertising material or program in or about the RSCC common public areas, including the exterior and parking lots. This section is not intended to restrict the distribution of normal advertising material or product informational brochures from a designated meeting area or exhibit space. 11.7.2 Commercial Exhibitor Advertising. Commercial exhibitor advertising by the Licensee or its subcontractors will not be allowed in the common public areas of the RSCC without prior approval of the General Manager of the RSCC and payment of additional compensation in accordance with the prevailing rental fee schedule promulgated by the RSCVA. 11.7.3 Advertising Rights. The RSCVA reserves the exclusive rights to market and sell commercial advertising space (static, electronic or any other methods of advertising) in the public spaces throughout the RSCC facilities and grounds and to retain all revenues generated there from. 11.7.4 Show Purpose, Consumer Show. For all shows open to the general public, Licensee shall be required in all show advertising and promotion activities to accurately reflect the primary content of the show to insure the general public is properly informed of the true purpose and content of the show. In the event Licensee shall violate this provision, the General Manager of the RSCC shall have the right, upon written notice to the Licensee, to cancel the show or seek a reasonable remedy. 12.
TELEVISION AND BROADCASTING.
No artistic performance or sporting event presented in the RSCC shall be broadcast or televised or in any manner recorded for reproduction without an agreement in writing between Licensee and the RSCVA respecting the times and media of such broadcast, additional compensation to the RSCVA as the parties may agree upon and, in any event, upon the express condition that all expenses pertaining thereto will be prepaid in advance by Licensee. This section does not restrict the normal production of audio or video tapes of meeting or seminar sessions for distribution or resale to attendees or Association membership. 13.
COPYRIGHT AND TRADEMARK INDEMNIFICATION.
Licensee warrants and represents that no music, literary or artistic work or other property protected by copyright, nor the name of any performing individual or group protected by trademark will be performed, reproduced or used in the performance of this License Agreement unless Licensee has previously obtained written permission from the copyright or trademark holder. Licensee acknowledges that Licensee acts under this License Agreement as an independent contractor, charged with the responsibility in his sole discretion for selection, performances, reproduction and use of such musical, literary and artistic works and such individual performer or group of performers as he deems appropriate and that he undertake strict compliance with all laws respecting copyrights (Federal Copyright Law of 1989 – 17 U.S.C. 101), trademarks and the performance, reproduction and use of musical, literary and artistic works or the use of the name of the performer or performing individuals or group. Licensee warrants their performance of this License Agreement will not infringe any statutory common law or other right of any person in performing, reproducing or otherwise making use of any work or material or performer or performing group. Licensee will indemnify, save and hold harmless the RSCVA, Washoe County and their officers, agents employees and servants from and against all claims, costs and expenses, including legal fees, demands, actions and liabilities of every kind and character whatsoever with respect to copyright and trademark rights, and the performance, reproduction and use of musical, literary and artistic works or in the name of performing individual or group. At the RSCVA’s sole option, however, the RSCVA may elect to deduct such copyright fees from the Event settlement and pay such licensing fees on behalf of the Licensee. 14.
ROYALTIES AND CLAIMS.
Licensee agrees to pay when due all royalties, license fees or other charges accruing or becoming due to any firm, person or corporation by reason of any music, either live or recorded, or other entertainment of any kind or nature, played staged or produced by the Licensee, its agents, employees, sub-Licensees or licensees upon or within the premises covered by this License Agreement, including but not limited to, royalties or licensing fees due to BMI, ASCAP or SESAC. Licensee agrees to hold harmless the RSCVA, its agents and employees against any and all such claims or charges, and to defend, at its own expense, any and all such claims and charges. Licensee shall have the right, however, to protest and if desired, to litigate and adjudicate any and all such claims. 15
ENVIRONMENTAL COMPLIANCE.
Licensee shall be responsible for the proper care, handling, security, removal and disposal of all hazardous materials entered upon Convention Center premises by Licensee, or its sub-licensees, as required by current Environmental Protection Agency, or other applicable federal, state or local standards in effect at the time of occupancy. Upon request by RSCVA, Licensee shall provide proof of the method of transportation and disposal of the hazardous materials. Any costs associated with the transportation or disposal of materials left on the Premises will be paid by Licensee.
-6-
16.
FIRE OR CASUALTY.
Abatement; Termination. In the event any part of the Premises, as a result of damage by fire or other casualty, is rendered unusable for the conduct of Licensee’s business, the RSCVA shall not be liable for any loss of business, inconvenience or annoyance arising from any repair or restoration of any portion of the Premises as a result of any damage from fire or other casualty. Furthermore, in the event of such damage from fire or other casualty, the RSCVA shall have no obligation to repair any equipment, furniture, fixtures, paneling, ceilings, carpets or other floor coverings, partitions, drapes or any personal property installed in or about the Premises by the RSCVA or Lessee. 17.
EVACUATION.
It is mutually agreed by and between the parties that in the event the RSCC, or any part thereof, shall be evacuated by reason of fire, strike, picketing, job action, riot, unruly demonstration, bombing, bomb threat or other incident or occurrence, actual or threatened, the Licensee, for itself and for its successors and assigns, shall and does hereby release the RSCVA, Washoe County and all officials, officers, representatives, agents, employees and servant of the RSCVA or Washoe County from any and all liability for injury, loss of life, loss of or damage to property or other damage or loss of any nature whatsoever, economic or otherwise suffered or sustained as a result of such evacuation or direction to evacuate, excepting liability arising from sole negligent acts of the RSCVA, Washoe County or their officers, employees, and agents. Licensee, for itself, and for its successor and assigns, hereby covenants and agrees, in the event of such evacuation or direction to evacuate, to indemnify and hold harmless the RSCVA, Washoe County and their officials, officers, representatives, agents, employees and servants from any and all claims that may be asserted by third persons for injury, loss of life, loss or damage to property or any damage or loss of any nature whatsoever, economic or otherwise suffered or sustained as the result of such evacuation or direction to evacuate, excepting liability arising from the sole negligent acts of the RSCVA, Washoe County or their officers, employees, and agents. Under emergency circumstances, the President of the RSCVA or his designee shall assume complete control of the RSCC. Every reasonable effort will be made by the RSCVA to notify Licensee of any pending action in regards to emergency evacuation. 18.
THE RSCVA’S RESERVED RIGHTS.
18.1 Right of Entry. The RSCVA reserves for its representatives, agents and concessionaires, free access and right to enter any portion of the RSCC premises at any time. The RSCC, including the premises rented hereby and the keys thereof, shall at all times be under the control of the General Manager of the RSCC. No such entry shall be construed under any circumstances as a forcible or unlawful entry into, or a detainer of, the Premises, or an eviction of Licensee and Licensee hereby waives any claim against the RSCVA or its agents or representatives for damages for any injury or inconvenience to or interference with, Licensee’s business or quiet enjoyment of the Premises. 18.2 Objectionable Persons. The RSCVA, through its RSCC General Manager, and its agents and employees, reserves the right to eject any objectionable person or persons from the RSCC or any part thereof, if in the sole determination of the RSCVA, such objectionable person or persons create a danger to public health and safety. Upon exercise of this authority by the General Manager of the RSCC, its agents or the appropriate law enforcement agency, Licensee specifically waives any right to any claim for damages against the RSCVA for such actions. Every reasonable effort will be made by the RSCVA to notify Licensee of any pending action in regards to any cause to which this section applies. 19.
SURRENDER OF PREMISES AND REMOVAL OF PROPERTY.
19.1 Surrender of Premises. Upon the expiration of the Term, or upon any earlier termination hereof, Licensee shall quit and surrender possession of the Premises to the RSCVA in as good order and condition as the Premises was at the beginning of the term hereof, reasonable wear and tear and repairs which are the RSCVA’s obligation excepted, and shall, without expense to the RSCVA, remove or cause to be removed from the Premises, all debris and rubbish, all furniture, equipment, business and trade fixtures, free-standing cabinet work, movable partitioning and other articles of personal property, at Licensee’s expense, owned by Licensee or installed or placed as a result of this agreement in the Premises, and all similar articles of any other persons claiming under Licensee unless the RSCVA exercises its option to have any sub-Licenses or sub-tenancies assigned to the RSCVA. Licensee shall repair all damage to the Premises resulting from such removal, and Licensee shall return all equipment and facilities procured from the RSCVA. In the event Licensee holds over and fails to surrender possession of the premises at the time herein agreed, Licensee shall pay the RSCVA rent for the hold-over period at triple the base rate herein provided, and the RSCVA reserves the right to seek other damages in the event damages do occur to the RSCVA, including damages caused by Licensee, its agents, sub-licensees or sub-contractors as a result of such hold-over. 19.2 Disposal of Property. In the event of the expiration of this License or other re-entry of the Premises by the RSCVA as provided in this License, any property of Licensee not removed by Licensee, its sub-Licensee’s or contractors, upon the expiration of the term of this License, or within forty-eight (48) hours after a termination by reason of Licensee’s default, shall be considered abandoned and the RSCVA may remove any or all of such property and dispose of the same in any manner or store the same in a public warehouse or elsewhere for the account of, and at the expense and risk of, Licensee. If Licensee shall fail to pay the costs of storing any such property after it has been stored for a period of thirty (30) days or more, the RSCVA may sell any or all of such property at public or private sale, in such manner and at such places as the RSCVA, in its sole discretion, may deem proper, without notice to or demand upon Licensee. In the event of such sale, the RSCVA shall apply the proceeds thereof, first, to the cost and expense of sale, including reasonable attorneys’ fees; second, to the repayment of the cost of removal and storage; third, to the repayment of any other sums which may then or thereafter be due -7-
to the RSCVA from Licensee under any of the terms of this License; and fourth, the balance, if any, to Licensee. 19.3 Lost Articles. The General Manager of the RSCC, or his representatives, shall have the sole right to collect and have custody of articles left in the building or parking lot by persons attending any activity on RSCC premises and Licensee shall not collect nor interfere with the collection or custody of such articles. Lost articles will be returned upon proper identification of article and owner according to policies established by the RSCVA. The General Manager of the RSCC will have the right, after a reasonable period of time, to dispose of lost articles. 20.
DEFAULTS. 20.1
By Licensee. The following shall be events of default by Licensee (an “event of default” or “default”) hereunder:
20.1.1 Licensee shall fail to pay any Rent or any other payment when due and payable under this License and such failure continues for five (5) days from the date such payment was due; 20.1.2
Any representation or warranty made by Licensee in this License shall be false or misleading in any material
respect; 20.1.3 Licensee shall (a) become insolvent; (b) admit in writing its inability to pay its debts; (c) make a general assignment for the benefit of creditors; (d) file a voluntary petition or be the subject of an involuntary petition for arrangement or reorganization or seeking the appointment of a receiver or other relief under bankruptcy laws, and such petition remains undischarged for a period of sixty (60) days; (e) a trustee or receiver is appointed to take possession of substantially all of Licensee’s assets or of Licensee’s interest in this License, or there is an attachment, execution or other judicial seizure of substantially all of Licensee’s assets or of Licensee’s interest in this License, or (f) take any action to authorize or in contemplation of any of the actions set forth above in this paragraph; 20.1.4 Licensee fails to comply with any covenant, agreement or obligation hereunder (other than those listed above in this Section), and such failure continues for thirty (30) days after written notice thereof to Licensee, and Licensee fails to cure such default within such thirty (30) days after written notice from the RSCVA specifying such default (or, with respect to any default that cannot be cured within thirty (30) days, if Licensee does not commence to cure within such period and thereafter diligently pursue such cure to completion). 20.1.5 Licensee cancels the activity covered by the term of this License or defaults on its obligation to License the Premises hereunder for any reason. 20.2
By the RSCVA. The following shall be events of default by the RSCVA (an “event of default” or “default”) hereunder: 20.2.1 The RSCVA fails to comply with any covenant, agreement or obligation hereunder , and such failure continues for ten (10) days (in the event of a monetary default) or thirty (30) days (in the event of a non-monetary default) after written notice thereof to the RSCVA, and the RSCVA fails to cure such default within such applicable ten (10) or thirty (30) day period after written notice from Licensee specifying such default (or, with respect to any default that cannot be cured within thirty (30) days, if the RSCVA does not commence to cure within such period and thereafter diligently pursue such cure to completion).
21.
REMEDIES.
21.1 The RSCVA’s Remedies. Upon occurrence of an event of default by Licensee, the RSCVA shall have the following rights and remedies, which shall be distinct, separate and cumulative and shall not operate to exclude or deprive the RSCVA of any other right or remedy allowed at law or in equity or elsewhere in this License: 21.1.1
The RSCVA may immediately terminate this License by written notice to Licensee.
21.1.2 The RSCVA may enforce the provisions of this License by a suit or suits in equity or at law for specific performance of any provision herein, and for any other appropriate legal or equitable remedy, including without limitation injunctive relief and recovery of all Rent due or to become due from Licensee under this License; 21.1.3 If the RSCVA terminates this License or Licensee’s right of possession, Licensee shall immediately surrender the Premises to the RSCVA, and the RSCVA may reenter and take possession of the Premises, with or without process of law, and remove all occupants and property there from, without being liable for prosecution of any claim therefore and without waiving any other right of the RSCVA hereunder or at law or in equity. 21.1.4 If Licensee fails to perform any of Licensee’s obligations under any provision of this License, the RSCVA may, but shall have no obligation to, perform such obligation and enter upon the Premises for such purposes, immediately without prior notice, notwithstanding any longer notice or grace period set forth elsewhere in this License. The cost of performance by the RSCVA plus an additional amount of ten percent (10%) thereof together with interest on the sum of those amounts shall become due and payable as Additional Rent to the RSCVA. -8-
21.1.5 In addition to any other rights or remedies, if Licensee cancels any activity covered by the term of this License or defaults on its obligation to License the Premises for any activity hereunder for any reason, Licensee shall forfeit the Rental Deposit to the RSCVA in the amounts due per the deposit schedule set forth in Section 4.2.1 at the date of cancellation, in consideration of the RSCVA reserving the Premises for use by Licensee and rendering portions of the RSCC unavailable for License to third parties and as liquidated damages therefore: 21.2
Licensee’s Remedies. Upon occurrence of an event of default by the RSCVA, Licensee shall have the following rights and remedies: 21.2.1
Licensee may terminate this License by written notice to the RSCVA.
21.2.2 Licensee may enforce the provisions of this License by a suit or suits in equity or at law for specific performance of any provision herein, and for any other appropriate legal or equitable remedy. 22.
GENERAL PROVISIONS.
22.1 No Waiver. The waiver by the RSCVA of any breach of any term, provision, covenant or condition contained in this License, or the failure of the RSCVA to insist on the strict performance by Licensee, shall not be deemed to be a waiver of such term, provision, covenant or condition as to any subsequent breach thereof or of any other term, covenant or condition contained in this License. The acceptance of rents hereunder by the RSCVA shall not be deemed to be a waiver of any breach or default by Licensee of any term, provision, covenant or condition herein, regardless of the RSCVA’s knowledge of such breach or default at the time of acceptance of rent. 22.2 Force Majeure. The RSCVA shall not be liable for any failure to comply or delay in complying with its obligations hereunder if such failure or delay is due to acts of God, inability to obtain labor, strikes, lockouts, lack of materials, governmental restrictions, enemy actions, civil commotion, fire, unavoidable casualty or other similar causes beyond the RSCVA’s reasonable control (all of which events are herein referred to as force majeure events). It is expressly agreed that the RSCVA shall not be obliged to settle any strike to avoid a force majeure event from continuing. 22.3 No Assignment. Licensee shall not sell, assign, or otherwise transfer this License, in whole or in part, nor sublet or permit occupancy by any party other than Licensee of all or any part of the Premises (any of the foregoing being referred to as a “Transfer”), without the prior written consent of the RSCVA in each instance, which consent shall not be unreasonably withheld. The foregoing is not intended to restrict the leasing, rental or selling of booth/floor space to Licensee’s Sub Contractors or exhibitors. 22.4 Notices. All notices, demands, consents and requests required or permitted hereunder shall be in writing and shall be deemed given and delivered, whether or not received, when deposited in the United States Mail, postage prepaid and properly addressed, certified mail, return receipt requested, as follows: To the RSCVA:
Reno-Sparks Convention and Visitors Authority Attn: Reno-Sparks Convention Center General Manager P.O. Box 837 Reno, Nevada 89504-0837
With a copy to: Attn: RSCVA Attorney
Jones Vargas P.O. Box 281 Reno, Nevada 89504-0281
To Licensee:
[Licensee’s Name and Address Here]
22.5 Construction. In all cases the language in all parts of this License shall be construed simply according to its fair meaning and not strictly for or against the RSCVA and Licensee. 22.6 Severability. If any term or provision of this License, the deletion of which would not adversely affect the receipt of any material benefit by either party hereunder, shall be held invalid or unenforceable to any extent, the remaining terms, conditions and covenants of this License shall not be affected thereby and each of said terms, covenants and conditions shall be valid and enforceable to the fullest extent permitted by law. 22.7 established.
Time of Essence. Time is of the essence of this License and each provision hereof in which time of performance is
22.8 Governing Law. The parties to this License Agreement agree that the same was entered into in Reno, Washoe County, Nevada. This contract shall be interpreted and enforced under Nevada Law, and can only be entered and/or interpreted in the State or Federal courts in the State of Nevada. Licensee, by signing this License, submits to the jurisdiction of any and all appropriate Courts. 22.9 Attorneys’ Fees. If any action or proceeding is brought by the RSCVA or Licensee to enforce its respective rights under this License, the unsuccessful party therein shall pay all costs incurred by the prevailing party therein, including reasonable attorneys’ fees to -9-
be fixed by the court. Not withstanding the foregoing the RSCVA will not waive and intends to assert available NRS chapter 41 liability limitations and other liability limitations available at law in all cases. 22.10 Expansion and Renovation. The RSCVA plans to initiate a number of construction enhancements of the RSCC facilities and site, tentatively scheduled to begin January 1, 2003 with projected completion by June 30, 2004 (hereinafter “Construction Project”). The Construction Project will include renovation of certain areas of the facilities; exhibit hall air wall systems, lighting and sound system upgrades, restrooms, perimeter parking lots, fire sprinkler suppression; and, the demolition of certain areas of existing space. By execution of this License Agreement, the Licensee acknowledges and fully recognizes the Construction Project. The RSCVA will use reasonable efforts to work with the Construction Project general contractor(s) to mitigate during the term of this License Agreement the impact or disruption that may result from the Construction Project on the Licensee’s show activities. The Licensee agrees to cooperate with the RSCVA in assisting to minimize such possible construction impact. The RSCVA shall not be responsible for, and Licensee hereby waives any rights to, consequential damages that may result from construction activity and Licensee acknowledges that its sole and exclusive remedy for any claims, costs, expenses or damages related to Licensee’s use and enjoyment of the RSCC arising from or related to the Construction Project shall be a right to mutually negotiate a reasonable adjustment to space rental fees with the RSCVA and such right shall be exercisable only in the event of a material impact to their use and enjoyment of such property. In no event shall the RSCVA be liable to Licensee for any amount greater than the total rental fee amount to be paid by Licensee for use of the RSCC for any claims, costs, expenses or damages arising from or related to the Construction Project. The RSCVA reserves the right to change the traffic ingress/egress circulation, building entrances, interior circulation and interior spaces as determined necessary and appropriate to meet public safety and construction schedule requirements; provided, the RSCVA will work closely with the Licensee to minimize any potential impacts on the Licensee’s show activities and provide, if necessary, available, alternative space if certain space contracted by the Licensee is impacted by the Construction Project during the term of the License Agreement. The RSCVA will notify the Licensee as soon as the construction work schedule is finalized as to any specific construction impacts, if any, which may affect the Licensee’s show at which time the RSCVA and Licensee, will cooperatively develop a plan to minimize those impacts. 22.11 Entire Agreement. This instrument along with any exhibits and attachments or other documents affixed hereto, or referred to herein, constitutes the entire and exclusive agreement between the RSCVA and Licensee with respect to the Premises and the estate and interest Licensed to Licensee hereunder. This instrument and said exhibits and attachments and other documents may be altered, amended, modified or revoked only by an instrument in writing signed by both the RSCVA and Licensee. The RSCVA and Licensee hereby agree that all prior or contemporaneous oral understandings, agreements or negotiations relative to the leasing of the Premises are merged into and revoked by this instrument. above.
IN WITNESS WHEREOF, the RSCVA and Licensee have executed this License as of the date set forth in the first paragraph
Licensee:
Reno-Sparks Convention and Visitors Authority DBA Reno-Sparks Convention Center P.O. Box 837 Reno, NV 89504
By:
_______________________________
By:
Mr. Lynn Thompson
Title:
_______________________________
Title:
Executive Vice President Facilities
Signature: ______________________________
Signature: ______________________________
Date:
Date:
________________________________
- 10 -
________________________________