Exhibit Space Rental Application and Agreement
O’Brien Hall, Del Mar Fairgrounds, September 26 & 27, 2009
EXHIBITOR INFORMATION:
Exhibitor Name (as it should appear on web site and in program): _________________________________________ Corporate Name (if different from above):____________________________________________________________ Contact: ____________________________________________ Address: ___________________________________________ State: _____________________________________________ Telephone: (____) ____________________________________ Title: __________________________________ City: ___________________________________ ZIP:____________________________________ Fax: (____)______________________________
Email: ________________________________________________________________________________________ Website address: _______________________________________________________________________________
Exhibit Space:
Standard Booth - 10’x10” $895 Includes 1 - 10’ x 10” booth, 1 - 6 ft. table, 2 chairs, company sign, company listing on website and in souvenir booklet. Showcase Booth - 10’x20” $1,695 Includes 1 - 10’ x 20” booth, 2 - 6 ft. table, 4 chairs, company sign, company listing on website and in souvenir booklet. Supersize Booth - 20’x20” $2,795 Includes 1 - 20’ x 20” booth or floor space (depending on need), 2 - 6 ft. table, 4 chairs, company sign, company listing on website and in souvenir booklet. Non-profit 501 c(3) $695 Standard booth package but $200 off for non-profit corporations. Please contact me about additional sponsorship and customized marketing opportunities.
Payment Information:
(Make checks payable to San Diego Kids Expo) Payment Amount: ____________________________________ Credit Card Number: __________________________________ Check #: ___________ Exp. Date: __________ CID#: ____________
Authorized signature: __________________________________________________ Print Name: _________________________________________________________ Credit Card billing address (if different from above) ____________________________________________________ _____________________________________________________________________________________________
Telephone: (619) 299–EXPO (3976), Fax (619) 795-0281 Email: info @sdkidsexpo.com
Family Life Events, Inc. 2423 Camino Del Rio South, Ste. 108 San Diego, Ca 92108
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EXHIBIT SPACE RENTAL AGREEMENT
This Exhibit Space Rental Agreement is entered into effective as of the last date written on the signature page of this agreement by and between FAMILY LIFE EVENTS, INC., a California corporation (“Manager”), and the undersigned exhibitor (“Exhibitor”).
1. UNDERLYING FACTS/RECITALS
1.1 Manager owns all rights, title and interest in and to the exposition known as San Diego Kids Expo (the “Expo”), a community event staged, managed and produced by Manager. The Expo provides a marketplace for vendors to provide information and promote products and services to new and prospective parents and families. 1.2 The 2009 Expo will be held in O’Brien Hall (the “Facility”) at the Del Mar Fairgrounds on nd September 26 and 27, 2009, pursuant to an Interim Event Agreement between Manager and the 22 District Agricultural Association (“Association”). 1.3 Exhibitor desires to rent exhibit space at the Expo from Manager and Manager desires to rent exhibit space to Exhibitor on the terms and conditions set forth in this agreement.
2. EXHIBIT SPACE AND TERMS OF PAYMENT AND USE
2.1 Compensation. For the compensation set forth on the cover page of this agreement (“Compensation”), Manager grants to Exhibitor the exclusive right to use the Facility space identified on attached Schedule 2-A (the “Exhibit Space”) on the days and at the times set forth in attached Schedule 2-B. Compensation shall be payable in full upon execution of this agreement. 2.2 Cancellation and Refunds. Notice of cancellation of all or any portion of Exhibitor’s Exhibit Space must be provided to Manager in writing. If Exhibitor cancels all or any portion of the confirmed Exhibit Space more than sixty (60) days prior to the date of the Expo, Manager shall be entitled to retain twenty-five percent (25%) of the Compensation paid to Manager for the Exhibit Space. If Exhibitor cancels all or any portion of Exhibitor’s Exhibit Space within sixty (60) days prior to the date of the Expo, Manager shall be entitled to retain one hundred percent (100%) of the Compensation paid to Manager for the Exhibit Space. If Exhibitor fails to make payment in full in a timely manner, or fails in any respect to comply with all of the terms of this agreement, Manager shall have the right to terminate this agreement upon written notice to Exhibitor.
3.
USE AND DESIGN OF EXHIBIT SPACE
Use of Exhibit Space. Exhibitor shall use the Exhibit Space to provide the information 3.1 and/or to display, demonstrate and/or sell the products and services identified in attached Schedule 3.1 (collectively, the “Products”). The Exhibit Space shall not be used for any type of exhibit or for advertising any product or service other than the Products specifically mentioned in this agreement, without the prior written approval of Manager. 3.2 Conditions on Design of Exhibit. Exhibitor shall have the right, subject to any limitations contained in this agreement, Manager’s 2009 San Diego Kids Expo Rules & Regulations (the “Expo Rules”) and the Association’s Facility Rentals Rules & Regulations (the “Facility Rules”), to arrange and design Exhibitor’s exhibit within the Exhibit Space in the manner Exhibitor deems best suited for the display, demonstration, dissemination and sale of the Products. Not later than September 5, 2009, Exhibitor shall submit for Manager’s approval, which approval shall not be withheld unreasonably, a detailed diagram and any other specifications and statements that are necessary to clearly illustrate the nature of the exhibit to be installed, including its appearance and character. Manager shall approve or disapprove of the proposed form of exhibit within 5 business days after its receipt of the exhibit material from Exhibitor.
4.
OPERATION OF EXHIBIT
4.1 Compliance with Expo Rules and Facility Rules. At all times during the Expo, Exhibitor shall comply with the terms and conditions of this agreement, the Expo Rules and the Facility Rules. A copy of the Expo Rules is attached to this agreement as Schedule 4.1-A. A copy of the Facility Rules is attached to this agreement as Schedule 4.1-B. Exhibitor’s failure to comply with the Expo Rules or Facility Rules shall constitute grounds for termination of this agreement and revocation of Exhibitor’s rights to participate at the Expo. 4.2 Maintenance. Exhibitor shall be responsible for all maintenance of Exhibitor’s exhibit. At all times, including the hours during which the Expo is open to the public, Exhibitor shall maintain the exhibit in a clean and orderly manner and shall take any steps that may be necessary to prevent injury or damage to any person or exhibit on the premises. 4.3 Removal. Exhibitor, at Exhibitor’s own expense and within 7 hours after the close of the Expo, shall remove the exhibit and all of Exhibitor’s property from the premises. The Exhibit Space shall be left broom clean and in the same condition as when first occupied by Exhibitor. No property or material shall be removed before the close of the exhibition without the prior written consent of Manager. 4.4 Admission. Exhibitor’s exhibit shall be open to the public during the hours of operation of the Expo. Except for those persons issued identification passes by Manager, all persons shall be required to pay standard admission fees to enter the Expo. Exhibitor shall be given a total of 10 free passes to the Expo for use in the discretion of Exhibitor. 4.5 Protection. Manager shall arrange for the provision of security guards at the Expo on a 24-hour basis during the term of the Expo, and Exhibitor shall require that all persons connected with the use of the Exhibit Space obey the reasonable requests and directives of such security personnel. The security guards retained by Manager will be independent contractors, and Manager shall not be liable or responsible for their actions or omissions. 4.6 Limitation of Liability. Exhibitor understands and agrees Manager and the Association and their employees, agents, contractors and representatives shall not be responsible or liable for loss, damage, injury or destruction of any of Exhibitor’s property or for any damages or injuries suffered by Exhibitor or its employees, agents, contractors, personnel or representatives. Exhibitor shall, at its own expense, obtain any and all necessary or desired insurance coverages with respect to Exhibitor’s participation at the Expo, including, without limitation, coverages for personal injury and loss, damage or destruction of Exhibitor’s property at the Expo, whether by fire, theft, accident or otherwise. In no event shall Manager or its shareholders, directors, officers, employees, agents, personnel, contractors, insurers, representatives or assignees be liable for any special, incidental, indirect, punitive, or consequential damages arising out of or in connection with this agreement. Manager’s maximum liability under this agreement and Exhibitor’s sole remedy for any claim of loss or damage arising from or related to this agreement, regardless of the form of action, whether based upon a tort, contract, legal or equitable claim or cause of action and whether cumulative or singular, joint or several, shall be limited to one-half of the Compensation paid to Manager under this agreement. 4.7 Release of Claims. Exhibitor, on its own behalf and on behalf of its shareholders, directors, members, partners, officers, employees, agents, contractors, personnel and their representatives and assignees (collectively, “Releasing Party”), and to the fullest extent permitted by applicable law, shall hold Manager and its shareholders, directors, officers, employees, agents, personnel, contractors, insurers, representatives and assignees (collectively, “Releasees”) free and harmless from and against any and all injury or damage to person or property the Releasing Party may suffer as a result of Releasing Party’s participation in or attendance at the Expo. Releasing Party hereby waives, fully releases and forever discharges Releasees from all indebtedness, liabilities, obligations, claims, losses, damages, judgments, costs and expenses, including attorneys’ fees (collectively, “Liabilities”), and agrees Releasing Party will not in any manner institute, prosecute or pursue against the Releasees any complaints, claims, charges, suits or causes of action of any nature, whether known or
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unknown, in law or in equity, whether now existing or arising in the future, which Releasing Party asserts or could assert at common law or under any statute, rule, regulation, order or law, whether federal, state or local, or on any grounds whatsoever, arising out of or related to Releasing Party’s participation in or attendance at the Expo. Notwithstanding the foregoing, this release shall not apply to claims arising out of or related to the gross negligence or intentional misconduct of Releasees. Indemnification. Exhibitor assumes full responsibility for and shall protect, indemnify, 4.8 defend, save and hold harmless Releasees against all Liabilities arising out of, caused by, relating to or resulting from (1) Exhibitor’s installation, removal, maintenance or operation of Exhibitor’s exhibit, displays or equipment; (2) Exhibitor’s occupancy or use of the Expo’s premises or any part thereof; (3) any act or omission of Exhibitor or Exhibitor’s guests, invitees, employees, agents or contractors; (5) Exhibitor’s use of any patents, trademarks, copyrights or other intellectual property owned by a third party; (6) any breach by Exhibitor of its obligations under this agreement, or (5) Exhibitor’s participation in or attendance at the Expo.
5.
DISPUTE RESOLUTION
All controversies, claims, disputes or counterclaims arising out of, relating to or in connection with this agreement or any resulting transaction, whether involving a disagreement about meaning, interpretation, application, performance, breach, termination, enforceability or validity and whether based on statute, tort, contract, common law or otherwise ("Dispute"), shall be resolved by binding arbitration as set forth in this paragraph 5. Arbitration. At any time, any party may commence binding arbitration proceedings by 5.1 providing the other party written notice of intent to arbitrate ("Notice"). Arbitration of the Dispute shall be conducted in accordance with the procedures set forth in Title 9 of Part III of the California Code of Civil Procedure (Sections 1280, et seq.). The arbitration shall be conducted in San Diego, California, and the proceedings shall be governed by California law. The arbitrator shall be any independent third party agreed to by the parties, but if the parties cannot agree within 15 days from the date Notice is given, then any party may file a petition with the San Diego County Superior Court for the appointment of a neutral arbitrator pursuant to California Code of Civil Procedure Section 1281 et seq. The arbitration proceeding shall be completed within 60 days after appointment of the arbitrator and the arbitrator’s award shall be issued within 30 days after termination of the arbitration proceeding, unless the parties otherwise agree. The arbitrator shall have jurisdiction over the Dispute, and the decision of the arbitrator shall be final and binding upon the parties. Depositions may be taken and discovery may be conducted in the manner designated by the arbitrator with good cause shown by the parties. The prevailing party shall be entitled to recover from the other party all reasonable attorneys' fees, costs (whether otherwise taxable or recoverable) and expenses incurred by the prevailing party in connection with the arbitration and enforcement of the arbitration award. Judgment upon the arbitration award may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as applicable. Negotiation or Mediation. The parties may, by mutual written agreement only, stay the 5.2 commencement of the arbitration proceedings from time to time as they may mutually agree to allow for any form of negotiation or mediation of the Dispute.
6.
GENERAL PROVISIONS
Notices. All notices, consents, waivers, and other communications required or permitted 6.1 under this agreement shall be in writing and shall be deemed given to a party: (a) when delivered to the appropriate address by hand; (b) on the first business day after being sent by a nationally recognized overnight courier service (costs prepaid); (c) when sent by facsimile with telephonic confirmation or electronic mail with confirmation of transmission by the transmitting equipment; or (d) three (3) business days after deposit if sent by certified mail, postage prepaid, return receipt requested, whether received or rejected by the addressee, in each case to the addresses, facsimile numbers, or electronic mail
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addresses, and marked to the attention of the person (by name or title) designated on the cover page of this agreement (or to such other address, facsimile number, electronic mail address, or person as a party may designate by notice to the other parties). Any party may change such party’s address for purposes of this agreement by notice given in accordance with this paragraph. Severability. Each provision of this agreement is independent, separate and divisible, 6.2 and in the event any provision of this agreement is found by the final order of an arbitrator or a court of competent jurisdiction to be invalid, unenforceable or in contravention of any applicable federal or state law or regulation, such provision shall be deemed not to be a part of this agreement and shall not affect the validity or enforceability of the remaining provisions. Nothing contained in this agreement shall be construed so as to require the commission of any acts contrary to law, and wherever there is a conflict between any provision of this agreement and any present or future law or regulation, such provision shall be limited to the extent necessary to make it comply with such law or regulation. 6.3 Governing Law and Venue. This agreement shall be governed by and construed under the laws of the State of California. Any action or proceeding in connection with or arising out of this agreement shall be commenced and maintained only in the San Diego Judicial District, San Diego County, California. 6.4 Independent Contractor. The relationship between Manager and Exhibitor shall be that of independent contractors only. Nothing contained in this agreement is intended to be construed or shall be construed as creating a partnership, joint venture or agency relationship between the parties, and, notwithstanding anything else herein, neither party shall have the right to incur (and will not attempt to incur) any obligation or liability on behalf of the other party. 6.5 Amendment and Waiver. No provision of this agreement may be altered, amended or repealed in whole or in part other than by the written consent of all the parties to this agreement. No waiver shall be binding unless executed in writing by the party granting the waiver. Neither the failure nor delay on the part of any party to exercise any right, remedy, power, privilege or provision under this agreement shall operate as a waiver of such right, remedy, power, privilege or provision. Waiver of any right, remedy, power, privilege or provision under this agreement shall not be deemed or constitute a waiver of any other right, remedy, power, privilege or provision under this agreement, whether or not similar, nor shall such waiver constitute a continuing waiver. 6.6 Assignment. Neither party shall have the right to assign or delegate any rights or obligations under this agreement without the prior written consent of the other party. Notwithstanding the foregoing, each party shall have the right to assign its rights and obligations under this agreement to an affiliate or to any successor-in-interest as a result of a sale of any part of its business or upon its merger, reorganization or consolidation with another entity on a basis that it is not the surviving entity. Subject to the foregoing restriction on assignment, this agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assignees. If Exhibitor attempts to permit any other person to use the Exhibit Space, or attempts an assignment in violation of this agreement, that permit or assignment shall be without effect, and Manager shall have the right to refuse admittance to that other person and to prevent that other person from using the Exhibit Space. In that event, Exhibitor shall not be entitled to the return of any payment, and Manager shall not be liable to Exhibitor for any damages. 6.7 Successors and Assigns. Subject to the restrictions on assignment under paragraph 6.6, this agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, beneficiaries, legal representatives, successors and assigns. 6.8 Entire Agreement. This agreement and the schedules attached hereto constitute the entire agreement between the parties with respect to the subject matter of this agreement and supersede all previous proposals, both oral and written, negotiations, representations, commitments, writings and all other communications between the parties. This agreement may not be modified except by a writing signed by a duly authorized representative of each of the parties.
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6.9 Effect of Headings, Schedules and Exhibits. The subject headings of the paragraphs of this agreement are included for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions. All schedules and exhibits to this agreement are incorporated into and made part of this agreement by this reference as if they were set forth in their entirety in this agreement. 6.10 Force Majeure. If the Facility is destroyed or damaged by fire, the elements, other calamity, or other cause beyond the control of Manager such that the Expo cannot be held, or if the Expo cannot be held for any reason beyond Manager’s control, Manager shall not be liable to Exhibitor except to the extent of returning any payment previously made by Exhibitor to Manager pursuant to this agreement. If the Expo commences but cannot continue as a result of circumstances beyond the control of Manager, Manager shall not be liable except to the extent of returning to Exhibitor a pro rata amount of the Compensation paid by Exhibit for the Exhibit Space. 6.11 Further Assurances. The parties shall execute such other and further instruments and documents and shall take such further action as may be reasonably required to implement and carry out this agreement. 6.12 Attorneys’ Fees. If either party commences or is made a party to any legal proceeding to enforce, interpret or obtain a declaration of rights under this agreement, the prevailing party shall be entitled to recover from the other party all attorneys’ fees and costs incurred in connection with such proceeding or any appeal or enforcement of any judgment obtained in any such proceeding. 6.13 Counterparts. This agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Execution and delivery of this agreement by delivery of a facsimile or electronically recorded copy (including a .pdf file) bearing a copy of the signature of a party shall constitute a valid and binding execution and delivery of this agreement by such party. Such copies shall constitute enforceable original documents. 6.14 Construction. This agreement has been negotiated at arms length and each party has been given the opportunity to be represented by legal counsel and to the extent each party has deemed necessary, each party has consulted with independent legal counsel with respect to such party's rights and obligations under this agreement. Accordingly, any rule of law (including without limitation California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this agreement against the party drafting it is not applicable and is waived. The provisions of this agreement shall be interpreted in a reasonable manner to effect the intent of the parties and the purpose of this agreement. MANAGER: FAMILY LIFE EVENTS, INC. By: _____________________________________ Print Name: ______________________________ EXHIBITOR: Company: _________________________________ By: ______________________________________ Print Name: ________________________________
Title: ____________________________________ Title: _____________________________________ Date: ___________________________________ Date: _____________________________________
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SCHEDULE 2-A EXHIBIT SPACE
For the compensation set forth on the cover page of this agreement, Exhibitor shall have the exclusive right to use the following Exhibit Space on the dates and at the times identified in attached Schedule 2-B:
SCHEDULE 2-B EXHIBIT SPACE AVAILABLITY
For the compensation set forth on the cover page of this agreement, Exhibitor shall have the exclusive right to use the Exhibit Space on the following dates and times: Date 9/25/2009 9/26/2009 9/27/2009 9/27/2009 Start Time 12:00 p.m. 10:00 a.m. 10:00 a.m. 5:00 p.m. End Time 8:00 p.m. 5:00 p.m. 5:00 p.m. 12:00 a.m. Function Move-In Expo Expo Teardown
SCHEDULE 3.1 PRODUCTS
Exhibitor shall use the Exhibit Space to provide the following types of information and/or to display, demonstrate and/or sell the following types of products and services: ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________
SCHEDULE 4.1-A 2009 SAN DIEGO KIDS EXPO RULES & REGULATIONS
Acceptance of Applications Applications for the rental of Exhibit Space shall be subject to the approval of Manager, and Manager reserves the right to reject applications for the rental of Exhibit Space with or without cause in Manager’s sole discretion. Manager’s acceptance of an application for rental of Exhibit Space shall be evidenced by Manager’s execution of the Exhibit Space Rental Agreement. Compliance with Rules Exhibitor shall comply with these rules and regulations at all times during the term of the agreement and Exhibitor’s participation at the Expo. Manager reserves the right to adopt new rules and regulations and to amend these rules and regulations without prior notice to Exhibitor to the extent Manager deems necessary for the success of the Expo. Communication Expo information may be submitted to Exhibitor via e-mail, fax or any other method of communication. Exhibit Space Manager will use reasonable efforts to accommodate booth location requests; however, exhibit booth location requests are not guaranteed. Manager shall have the right, in its sole discretion, to change or cancel Exhibitor’s booth assignment after the acceptance of this agreement, if it is deemed to be in the best interests of the Expo or deemed necessary by Manager. Manager will make reasonable efforts to ensure that any reassignment will be to an Exhibit Space which is of the same general style and size as Exhibitor’s original space. If a reduction in space is requested by Exhibitor, Exhibitor’s Exhibit Space on the Expo floor may be moved in the sole discretion of Manager. Exhibit Material Regardless of the failure of exhibit material to arrive on time and regardless of any damage to exhibit materials to be provided by Manager, Exhibitor shall be responsible for the full cost of the Exhibit Space rental and no refund shall be made to Exhibitor. Operation and Conduct Manager reserves the right to decline, prohibit or expel any exhibit or any part of an exhibit, or item or feature thereof which in its judgment is deemed objectionable, inappropriate, or out of keeping with the character of the Expo, whether due to actual or perceived conflicts. This reservation is all inclusive as to persons, printed materials, products, conduct, sound levels, etc. Manager reserves the right to require that Exhibitor’s exhibit be arranged in a manner that will not interfere with other exhibits, particularly those in close proximity to that of Exhibitor. Manager reserves the right to require alteration of the appearance of the exhibit in order to prevent the destruction, deterioration, or loss of effect of any other advertising or any other exhibit. Manager reserves the right to disapprove any design or arrangement of the exhibit that Manager, reasonably and in good faith, determines may endanger the lives or safety of persons attending the exhibition. Exhibitor shall not cause any apparatus or device to be placed in the Exhibit Space that will produce unreasonably interfere with, or be reasonably objectionable to, any other exhibitor. Manager may require the removal of any such apparatus or device. Balloons are prohibited, unless approved in advance and in writing by Manager and subject to the rules and regulations of the Facility. Neon or other gas based signs are prohibited. Noisy or obstructive exhibits or activities producing objectionable noises or odors are prohibited. Sound amplifying devices may be used and operated only at a maximum of 85 decibels. Nothing shall be adhered to, or tacked, nailed, screwed, or otherwise attached to the columns, walls, floors or other parts of the Facility exhibit area, without permission from the proper building authority. Packing, unpacking and assembly of exhibits shall be done only in designated areas and in conformity with directions of Manager, Facility management, or their assistants. Distribution of advertising material and solicitations of any sort shall be restricted to the Exhibitor’s booth. Exhibitors shall not assign, sublet, lease, license, or otherwise share or reallocate exhibit space, without full written disclosure to Manager and receiving prior written permission by Manager, which may be withheld in Manager’s sole discretion. All exhibit structures must be in strict compliance with the specific dimensions and restrictions provided to Exhibitor by Manager. All demonstrations by Exhibitor must be located so that assembled crowds are within the Exhibitor’s space and not blocking any aisle or neighboring booth. Any space not occupied by Exhibitor at the time set for completion of displays may be reassigned at the discretion of Manager, in which case all amounts paid or payable by Exhibitor will be forfeited. Exhibitor agrees to keep its exhibit open and staffed at all times during Expo hours.
Safety All display materials used for decoration must be flameproof. All electrical wiring, electrical equipment or devices, used in, about or on Exhibits must be in good condition and able to pass fire and/or electrical inspection, as well as conform to all federal, state, municipal and any other applicable codes or laws. All hazardous items must be properly safeguarded, protected, registered and/or avoided in accordance with all applicable federal, state, municipal and any other applicable codes, regulations or laws. Exhibitor’s materials or products may not block access to exhibit or cover electrical wires or outlets. Exhibitors shall cooperate responsibly with all local ordinances and Facility management rules regarding health, fire prevention and public safety. If inspection of an Exhibitor’s Exhibit discloses a failure to comply with any applicable code or regulation, or if Manager determines that all or part of an exhibit presents a fire or safety hazard, Manager may cause the removal of all or a portion of such exhibit at the Exhibitor’s expense. Exhibitor accepts full and sole responsibility for any and all damage, fees, fines, or costs associated with failure to comply with any safety rules and requirements. Responsibilities of Exhibitors Exhibitor shall comply with each and every term of this agreement, as well as applicable rules, regulations, guidelines, bylaws, ordinances, or regulations of any town, city, state, administrative, regulatory or governing body. Exhibitor acknowledges Manager shall make the final decision with regard to the implementation and/or enforcement of any contract term, or applicable rule or regulation. Exhibitor is responsible for payment for labor, equipment, and services (other than general heat, lighting and air conditioning) ordered at the request of Exhibitor from service contractors, including but not limited to electricians, decorators, shippers, material handling companies, cleaning services, etc. Exhibitor shall at all times observe the labor laws of the jurisdiction in which the Expo is located. Furthermore, Exhibitor agrees to obtain at its sole expense any licenses or permits from governmental bodies which may be required for the operation of Exhibitor’s trade or business during the Expo and Exhibitor agrees to pay all taxes, including all sales taxes, and fines that may be levied or due as the result of the Exhibitor’s Exhibit at the Expo. Manager is not responsible or liable for any promotional schemes undertaken by Exhibitor. Any Exhibitor not complying with the rules and regulations shall be required to dismantle its exhibit and shall vacate the premise forthwith. In such event, no refund will be given to Exhibitor, and Manager shall not be responsible for any damages, costs or losses suffered by Exhibitor. Cancellation or Change of Expo Venue If Facility becomes unfit for occupancy or substantially interfered with due to any cause not within the control of Manager, the Expo may, at the sole discretion of Manager, be cancelled, relocated, or delayed. Exhibitor understands and acknowledges that Manager shall not be responsible for delays, damage, loss, increased costs, or other unfavorable conditions arising out of causes not reasonably within the control of Manager. Should Manager cancel, relocate, and/or delay the Expo pursuant to any condition not under the control of Manager, Exhibitor hereby waives any and all claims for injury, loss or damage arising therefrom. Miscellaneous Manager shall have sole control over admission policies at all times. Exhibitor acknowledges and agrees that Manager makes no representation or warranties with respect to the number of Expo attendees, or the demographic nature of such attendance. Exhibitor agrees that Manager will not be liable in the event of any errors or omissions in the Expo’s program listing or in any related materials.
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SCHEDULE 4.1-B DEL MAR FAIRGROUNDS FACILITY RENTALS RULES & REGULATIONS
In addition to complying with the Del Mar Fair Grounds Facility Rentals Rules & Regulations, a copy of which is attached, Exhibitor shall comply with the following Association requirements: 1. Damage to Association Property/Use of Equipment on Association Property. Exhibitor will conduct its business in a quiet and orderly manner; will deposit all rubbish, slop, garbage, tin cans, paper, etc. in receptacles provided by the Association within the Facility for such purpose and will keep the area within and surrounding said Facility free from all rubbish and debris. Exhibitor further agrees to pay Association any and all costs, damages and expenses incurred by the Association for damage of any kind caused to Association property, equipment, or grounds, arising out of or in any way related to Exhibitor’s use of the Association’s premises, reasonable wear and tear excepted. Association shall have the right to audit and monitor any and all sales as well as access to Association’s premises. Exhibitor also promises, represents and warrants that each and every one of its employees, agents, servants and/or independent contractors operating any motor vehicle, forklift, electric or motorized car, equipment, machinery and/or other device (referred to in this paragraph as “Equipment”) on the property (“Premises”) of the Association will be fully, properly and completely trained in the use and operation of the Equipment, and each individual operating any Equipment on the Premises will have in his or her possession all required certificates, licenses and documents corroborating that individual’s training on the Equipment. Exhibitor agrees that damages for any breach or violation of this paragraph will be difficult to calculate and ascertain. In the event of an violation of this paragraph, in addition to any other damages the Association may sustain, Exhibitor will pay to the Association the sum of $1,000 for each and every employee, agent, servant and/or independent contractor operating Equipment on the Association’s premises in violation of this paragraph. In addition, any violation of this paragraph may, in the sole and exclusive discretion of Manager, constitute a breach of this agreement requiring immediate termination of the agreement and forfeiture of the Compensation paid by Exhibitor to Manager. 2. Removal of Exhibitor’s Property. Exhibitor agrees to remove all of its property from the Association’s premises, including, but not limited to, boxes, crates, packing material, trash and debris at Exhibitor’s sole expense, and to leave the premises in a condition satisfactory to the Association. All such property removal must be completed prior to the termination of Exhibitor’s right to use of the Associations premises under this agreement. If Exhibitor fails to timely remove its property from the premises, Exhibitor agrees Manager or the Association may remove and store Exhibitor’s property, at Exhibitor’s sole risk and expense, and Exhibitor shall reimburse Manager or the Association, as applicable, for all costs, including labor and storage costs, incurred by Manager or the Association under this paragraph 2. Exhibitor assumes all risk of damage to, or loss of, its property remaining on Association premises after termination of its right to use of the Association’s premises. 3. Representations and Warranties. Exhibitor, under penalty of perjury, makes the following representations and warranties to Manager and the Association: A. No more then one final unappealable finding of contempt of court by a Federal Court has been issued against Exhibitor within the two-year period immediately preceding the date of this agreement, because of the Exhibitor’s failure to comply with an order of a Federal Court ordering Exhibitor to comply with an order of the National Labor Relations Board. (California Public Contracts Code section 10296) B. During the performance of this agreement, Exhibitor and its subcontractors, if any, shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (including cancer), age (over 40), marital status, and/or family care leave. Exhibitor and its subcontractors, if any, shall insure that the evaluation and treatment of their employees and applicants for employment are free of such discrimination and harassment. Exhibitor and its subcontractors will comply with the provisions of the Fair Employment and Housing Act (Gov. Code section 12900 et seq.) and all applicable regulations contained in the California Code of Regulations. C. All regulations of the Fair Employment and Housing Commission, implementing Government Code section 12990, subd. (a) through (f), inclusive, are incorporated in this Agreement by this reference and made a part hereof.
D. Exhibitor is, unless specifically exempted by law, in full compliance with Government Code section 12990, subd. (a) through (f), inclusive, and all regulations contained in the California Code of Regulations relating to section 12990, in matters relating to reporting requirements and the development, implementation and maintenance of a nondiscrimination program. E. Exhibitor and its subcontractors, if any, shall give written notice of their obligations under this paragraph 3 to labor organizations with which they have a collective bargaining or other agreement. F. Exhibitor shall include all provisions of this paragraph 3 in all subcontracts, if any, pertaining to the subject matter of this agreement. G. Exhibitor acknowledges this agreement is governed, in part, by the provisions of Public Contracts Code sections 10410, 10411 and 10420, which provide certain limitations on contracts between state agencies and current or former state employees. Exhibitor agrees to contact the Association for clarification on the status of any person rendering services in connection with this agreement. Exhibitor agrees any violation of Public Contracts Code sections 10410, 10411 and 10420 will invalidate this agreement. (Public Contracts Code section 10420). H. Exhibitor is not (1) in violation of any order or resolution, no subject to review, issued by the state Air Resources Board or a local air pollution control district; (2) subject to any final cease and desist order not subject to further review, which has been issued under Water Code section 13301; or (3) in violation of any provisions of federal law relating to air or water pollution.
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