THIS AGREEMENT is made and entered into by and between SEBRING AIRPORT AUTHORITY, a body politic and corporate of the State of Florida (herein called "SAA") and, a corporation or Exhibitor/Sponsor/Partner or limited liability company authorized to do business in the State of Florida (herein called "Exhibitor").
1. Premise SAA is the owner and operator of the Sebring Regional Airport and Industrial Park where the U.S. Sport Aviation Expo is held (herein called the “Expo”). The objective of the Expo is to educate, promote and encourage grass roots efforts relating to aviation research and development, aviation safety and design, construction and operation of all types of aircraft, and the sport and hobby of recreational aviation. Exhibitor wishes to display its goods and services at the Expo. In consideration of the mutual covenants contained herein, and other good and valuable considerations, Exhibitor hereby agrees to the following terms and conditions herein.
2. EXHIBITOR FEE. As consideration for the authorization granted to the Exhibitor by this contract, and subject to the provisions contained herein, the Exhibitor shall pay SAA the sum as indicated on page one of this agreement, together with any sales or use taxes thereon, for the space(s) listed, upon execution of this contract. Exhibitor makes the following representation (minimum of one:)
Federal ID#; SSN; FL Sales Tax # CHOOSEN IN THE FORM ABOVE
3. GOODS AND/OR SERVICES. Exhibitor is authorized to sell and serve only those goods or services on Appendix 1. Exhibitor shall not sell any item bearing identification connected with the official US Sport Aviation Expo name or logo unless specifically authorized in writing by SAA. Expo allows, but limits the number and types of, certain non-aviation related products/exhibitors and Expo further reserves the right to refuse any Exhibitor's application for space or to limit the products sold or exhibited by the Exhibitor.
4. APPLICATION. Application for space shall be made directly to the U.S. Sport Aviation Expo. Exhibitor agrees that any rearrangement or relocation shall not nullify the Exhibitor's obligation to pay the contracted amount.
5. TERM. This contract shall commence on January 21, 2017 and end on January 29, 2017.
6. SPACES. The location of the Expo is at 128 Authority Lane, Sebring, Florida. Exhibitor may enter the Expo grounds on January 21, 2017 to setup. Exhibitor shall fully exit the Expo grounds by end of day January 29, 2017. Exhibitor shall keep the individual spaces clean, safe and sanitary at all times. Exhibitor will utilize assigned location as listed and as described below and shown on 2017 Expo Exhibitor Layout. The Expo reserves the right to make relocation of any exhibit.
A. ASSIGNED LOCATION: SPONSOR LOCATION. Each Sponsor location, whether outdoor space or indoor space, will be a prime location of Sponsor's choice. The below outdoor space and indoor space specifications apply. Cost: Negotiable.
B. PREMIER PARTNER LOCATION. Each outdoor premier partner space on concrete shall measure approximately 40 feet wide by 60 feet deep and be equipped with a 10 foot by 10 foot tent, one table, one table cover, and two chairs. Premier Partner is responsible for needed equipment for booth and shall provide tie-down ropes for aircraft. Electric is not provided; however, use of a low noise generator is permitted. Cost: $3500 per Premier Partner location.
C. OUTDOOR CONCRETE SPACE. Each outdoor space on concrete shall measure approximately 40 feet by 40 feet and be equipped with a 10 foot by 10 foot tent, one table, one table cover and two chairs. Exhibitor is responsible for needed equipment for booth. Exhibitor shall provide tie-down ropes for aircraft. Electric is not provided; however, use of a low noise generator is permitted. Cost: $950 per 40' x 40' outdoor concrete space.
D. OUTDOOR CONCRETE SPACE. Each outdoor space on concrete shall measure approximately 40 feet by 60 feet and be equipped with a 10 foot by 10 foot tent, one table, one table cover and two chairs. Exhibitor is responsible for needed equipment for booth. Exhibitor shall provide tie-down ropes for aircraft. Electric is not provided; however, use of a low noise generator is permitted. Cost: $1,475 per 40' x 60' outdoor concrete space.
E. INDOOR SPACE. Each indoor space shall measure approximately 10 feet by 10 feet, situation on a concrete surface. Each indoor space shall be equipped with one table, one table cover, two chairs and basic electrical power. These electrical hook-ups are not to be used to power motor homes, cooking apparatus or other significant power instruments. It is intended to provide power for laptop computers, display signs and display electronics. Booths are divided by standard pipe & drape, 3' high on each side and 8' high in back. Cost $750 per booth.
7. PERMITS, LICENSES, INSURANCE. Exhibitor agrees to acquire all necessary permits, licenses and insurance for the operation of its exhibit and agrees to furnish SAA with copies of permits and policies prior to arrival at the Expo site and before setting up operations.
8. LAWS AND REGULATIONS. Exhibitor agrees to comply with all state, county and municipal laws, bylaws, ordinances, rules and regulations concerning sales and all operations conducted by the Exhibitor, including all provisions of the Florida Fire Prevention Code, and to indemnify and save harmless SAA against, and from, all fines, penalties, costs and financial loss of every kind (including but not limited to lost profits) resulting from any violations or non-compliance with same. Exhibitor shall also abide by all rules and regulations of Expo and SAA. Exhibitor agrees not to do or allow anything to be done which may injure or endanger persons on or about or adjacent to the Expo grounds. The parties understand and agree that Sebring Airport Authority shall continue to maintain, develop and improve all of the premises in Sebring Airport Authority's regular course of business in its sole discretion.
9. INSURANCE. This paragraph is not applicable to an Exhibitor who is providing solely financial support. Exhibitor will at its own expense and at all times during the term of this Agreement, provide and maintain in effect those insurance policies and minimum limits of coverage as designated below, with companies licensed to do business in the state or country in which the Agreement is to be performed. Insurance will be written with carrier/carriers with a minimum rating of “A-, X” by A.M. Best Rating agency or equivalent agency, that shall: specifically recognize and insure the contractual liability assumed by Exhibitor under this Agreement; provide that Exhibitor insurance shall be primary to and non-contributory with any and all insurance maintained by or afforded to SAA and its affiliated and subsidiary companies, and their respective officers, directors, shareholders, employees and agents; provide that no cancellation or non-renewal will become effective except upon thirty (30) days prior written notice to SAA except for non-payment of premium; specifically waive insurers’ rights of subrogation against SAA; and, should Exhibitor’s policies provide a limit of liability in excess of such amounts, SAA shall have the right of the benefit to the full extent of the coverage available.
9.1 LIABILITY INSURANCE. Exhibitor shall, at its own expense, maintain a policy or policies of comprehensive general liability insurance with respect to the operations conducted on the Expo with the premiums thereon fully paid on or before due date, issued by and binding upon some insurance company approved by SAA, such insurance to afford minimum protection of not less than $1,000,000 combined single limit coverage of bodily injury, property damage or combination thereof, including assault and battery coverage and error and omissions coverage. Sebring Airport Authority and U.S. Sport Aviation Expo shall be listed as an additional insured on Exhibitor’s policy or policies of comprehensive general liability insurance and Exhibitor shall provide SAA/Expo with current Certificates of Insurance evidencing Exhibitor’s compliance with this paragraph, annually by January 1st.
9.2 CERTIFICATE OF INSURANCE. Upon execution of this Agreement, Exhibitor must furnish a Certificate of Insurance to SAA/Expo evidencing the insurance required herein, written or translated in English. From thereon, Exhibitor will furnish a valid Certificate of Insurance to SAA/Expo annually at the address in the “Notices” clause of this Agreement.
9.3 INVALIDATION OR CONFLICT WITH EXISTING INSURANCE POLICIES. Exhibitor shall not do, permit or suffer to be done any act, matter, thing or failure to act in respect to the Expo that will a) invalidate or be in conflict with any insurance policies covering the Expo or any part thereof; or b) increase the rate of insurance on the Expo or any property located therein.
9.4 EXHIBITOR’S LIABILITY NOT LIMITED. NOTWITHSTANDING THE PROVISIONS HEREIN, FOR PURPOSES OF THIS CONTRACT, EXHIBITOR ACKNOWLEDGES THAT ITS POTENTIAL LIABILITY IS NOT LIMITED TO THE AMOUNT OF LIABILITY INSURANCE COVERAGE IT MAINTAINS NOR TO THE LIMITS REQUIRED HEREIN.
10. EMPLOYEES. Exhibitor/Partner/Sponsor shall cause its employees, agents, and volunteers to conduct themselves in an appropriate, non-hostile and workmanlike manner when on the Grounds and when interacting with any person or persons as a part of any gathering sponsored by the Expo. Expo may exclude any person or persons if, in its sole and absolute discretion, it determines that this provision has been violated.
11. PROHIBITED ACTIVITIES.
A. NO SMOKING. No smoking is allowed in commercial exhibit tents or in or around the commercial exhibit area, or in areas posted with no smoking signs. Smoking may take place only in a space specifically set aside for smoking.
B. FIRE HAZARDS. Explosives or flammable materials are not allowed on the Expo grounds, except the use of those that are not in violation of fire ordnances or insurance requirements. Fire regulations prohibit the use of crepe paper, corrugated paper and cardboard, cloth draperies, or table covers that have not been flame proofed or treated for fire resistance. Regulations require compliance with Florida Fire Prevention Code.
C. ALCOHOLIC BEVERAGES AND INTOXICANTS. Alcoholic beverages and/or
intoxicants shall not be used on or brought onto the Expo grounds during Expo hours of operations.
D. SHIPPING/FREIGHT. Materials will not be accepted at the Sebring Regional Airport, in Sebring, Florida. Exhibitor shall comply with the shipping instructions on the website (www.sportaviationexpo.com) or contact Lockwood Aviation Supply at 863-655-5100.
E. EXPO TRADEMARKS AND TRADE NAMES. The U.S. Sport Aviation Expo and Sebring Regional Airport have trademarks and trade-names. Exhibitor shall not use any of these trademarks or trade-names by themselves or in combination with one of more other words on any product or in connection with any service, except with the express prior written consent of SAA.
F. USE OF U.S. SPORT AVIATION EXPO RELATED INDICIA. Exhibitor shall not use Expo related logos, words, graphics, designs , photographs (film or digital) and/or any other images that depict or reference the Expo for any sort of commercial gain or promotion of any entity or person, except with the written consent of the Expo chairman. Such Expo related logos, graphics, words, designs, photographs and other images include, but is not limited to, "U.S. Sport Aviation Expo" or "Sport Aviation Expo." Expo considers such to be proprietary and protected in the same manner as any other major entertainment venue or event. Any and all violations found will be stopped immediately.
G. RADIO SPECTRUM. Exhibitor shall not operate any wireless communication or other device that operates within the frequency range of 122.7, or within any other frequency range that Expo advises Exhibitor of.
12. INDEPENDENT CONTRACTOR. Nothing herein shall be deemed or construed by the parties hereto or by any third party as creating the relationship of principal and agent, partnership, employment or of joint venture between the Expo or Sebring Airport Authority and Exhibitor. It is further understood and agreed that the relationship of Exhibi- tor to Expo and Sebring Airport Authority as a consequence of this Contract is that of an independent contractor and Exhibitor shall maintain in effect throughout the term of this agreement a policy of Worker’s Compensation Insurance covering all of its employees who are on the Grounds.
13. ENVIRONMENTAL MATTERS. Exhibitor covenants and agrees to discharge only domestic waste into the sewer system. Exhibitor will not allow any hazardous substances including without limitation, and all pollutants, wastes, flammables, explosives, radioactive materials, hazardous materials, hazardous wastes , hazardous or toxic substances and any and all other materials defined by or regulated under Environmental Law, including those defined by the comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), 42 U.S.C. § 9604 (14), pollutants or contaminants as defined in CERCLA, 42 U.S.C. § 9604 (A) (2), or hazardous waste as de- fined in Resource Conservation and Recovery Act (“RCRA”), 42 U.S.C. § 6903 (5), or similar applicable federal or state laws or regulations, to be generated, released, stored, or deposited over, beneath, or on the Grounds or on any structures located on the Grounds from any source whatsoever. Exhibitor further covenants to hold Expo and Sebring Airport Au- thority harmless from all claims, demands, damages, fines, costs, cleanup, attorney’s fees, and court costs arising from Exhibi- tor/Partner/Sponsor’s discharge (either intentional or accidental) of such matters to the soil, air, water, or waste water facility.
14. HOLD HARMLESS AND INDEMNIFICATION.
14.1 Exhibitor agrees to indemnify and hold harmless SAA from and against, all losses, damages, costs, expenses (including attorney’s fees), claims, suits and judgments, caused by, or arising out of, or resulting from, any act or omission of the Exhibitor and SAA. Exhibitor shall be solely responsible for any loss, damage, disappearance or other casualty to any of its, or its employees, agents, or volunteers, personal property including vehicles, aircraft equipment inventory and supplies (collectively “Exhibitor Personal Property”) caused by any reason (including the accidence, negligence of SAA and third parties and intentional act of any person or entity other than SAA) theft, natural disaster or otherwise, and shall Expo, SAA and Sebring Regional Airport harmless from the same. Exhibitor shall be solely responsible to protect all of its personal property. Exhibitor shall further be responsible for the upkeep of and for all damage to the individual spaces utilized by the Exhibitor, regardless of the source of damage, other than unforeseen Acts of God. Exhibitor shall further be liable for any damage it causes to any personal or real property of SAA.
14.2 Exhibitor/Partner/Sponsor represents that it has good title to all of Exhibitor’s name, logo and advertis- ing material. Exhibitor/Partner/Sponsor shall indemnify SAA and hold SAA harmless for any and all liability, claims, damages, expenses (including attorney’s fees and costs for trial or appeal), proceedings and causes of action of every kind and nature arising out of or connected with the use of Exhibitor's name, logo and advertising material, including any claim for copyright or trademark infringement.
15. NOTICES. Whenever any notice is required or permitted by this contract to be given, such notice shall be by certified mail or overnight delivery addressed to Exhibitor at the address provided in the form above.:
U.S. Sport Aviation Expo
128 Authority Lane
Sebring, FL 33870
Notice shall be considered given when deposited with the U.S. Postal Service or commercial carrier, postage prepaid. Each party will be responsible for notifying the other of any change in their address.
16. ASSIGNMENT. . Exhibitor shall not assign or sublease this agreement nor sublet any space provided hereunder in whole or part, nor display, license, rent or sell, any goods other than those manufactured, licensed, rented or sold by the Exhibitor in the regular course of business. IN NO EVENT SHALL EXHIBITOR GRANT TO ANY PERSON OR COMPANY, PERMISSION TO SHARE ITS EXHIBIT AREA OR TO OCCUPY ADJACENT AREAS.
17. EARLY TERMINATION. Any violation of the terms of this contract will result in termination of this contract. If the contract is terminated, Exhibitor shall immediately forfeit any and all deposits made, and vacate the Expo grounds without delay.
18. FORCE MAJEURE. Neither party shall lose any rights hereunder or be liable to the other party for damages or losses on account of failure of performance by the defaulting party if the failure is occasioned by government or military action, war, terrorism, fire, earthquake, flood, strike, embargo, act of God, or any other similar or dissimilar cause beyond the reasonable control of the defaulting party, providing the party claiming the event has exerted all reasonable efforts to avoid or remedy such event.
19. FLORIDA SALES TAX. Payment of Florida State Sales Tax on Exhibitor transactions is the exclusive responsibility of the Exhibitor. Exhibitor/Partner/Sponsor shall obtain information on regulations from: FL Dept. of Revenue, Registration Information, 5050 W. Tennessee St., Tallahassee, FL 32399- 0100 or 850-488-9750.
20. AIRCRAFT REFUELING. Sebring Regional Airport has installed a self-serve refueling facility near Expo exhibit sites. This facility will provide credit card sales of 100LL and Autogas (non-ethanol).. Exhibitor/Partner/Sponsors are prohibited from bringing fuel from an outside source or from refueling using cans. Aircraft needing fuel shall be moved to the self-service facility.
21. ATTORNEYS’ FEES AND COSTS. In any action brought by either party for the interpretation or enforcement of the obligations of the other party including SAA’s right to indemnification, the prevailing party shall be entitled to recover from the losing party all reasonable attorney’s fees, paralegal fees, court and other costs, whether incurred before or during litigation, on appeal, in bankruptcy or in post judgment collections.
22. ENTIRE AGREEMENT; AMENDMENT. This agreement (including Exhibitor Documents) contains the entire understanding and the full and complete agreement of the parties and supersedes and replaces any prior understanding and agreements among the parties, with respect to the subject matter hereof. Except for amendments and updates to Exhibitor documents, which may be modified from time to time by the Expo, this contract may only be altered, amended or modified in writing, signed by both of the parties hereto.
23. WAIVER. No delay or failure by any party to exercise any right or remedy under this contract will constitute a waiver of such right or remedy. All waivers must be in writing and signed by an authorized representative of the party waiving its rights. A waiver by any party or any breach or covenant shall not be construed as a waiver of any succeeding breach of any other covenant.
24. TIME IS OF THE ESSENCE. To assure the success and economic viability of the U.S. Sport Aviation Expo, all Exhibitor deposits and payments are non-refundable.
25. SEVERABILITY. This Agreement contains several separate covenants. If any court of competent jurisdiction determines that any covenant or provision of this Agreement is invalid or unenforceable, then such invalidity or unenforceability shall have no effect on the other covenants or provisions hereof, which shall remain valid, binding and enforceable and in full force and effect, and such invalid and unenforceable covenant or provision shall be construed in a manner so as to give the maximum valid and enforceable effect to the intent of the parties expressed therein.
26. PROVISIONS OF LAW DEEMED INSERTED. Each and every provision of law and clause required by law to be inserted in this document shall be deemed to be inserted herein and the contract shall be read and enforced as though it were included, and if, through mistake or otherwise, any such provision is not inserted, or is not correctly inserted, then upon application of either party, the contract shall forthwith be physically amended to make such insertion or correction.
27. GOVERNING LAW. This agreement will be governed by and construed in accordance with the laws of the State of Florida and the parties agree to submit to the jurisdiction of the Tenth Judicial Circuit, in and for Highlands County, Florida.