HomeMy WebLinkAboutCLE202300048 Other 2023-04-04Tenant #10076559
Agreement # 3674848
Charlottesville Fashion Square Shopping Center
Event License Agreement
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This Event License Agreement ("License") is executed on this �' ` day of 20,93("Effective Date") between Jones
Lang LaSalle Americas, Inc ('Agent), as agent for Home Depot U-SA., Inc. ("Licen ') , and Valley Amusements ("Licensee"), doing business as
Valley Amusements ('Trade Name'). Licensee acknowledges that Agent is executing this License solely in its capacity as agent for Licensor and not as
a partner or joint venturer with Licensor. Notice addresses for Licensor and Licensee are as follows:
Address
Phone
Email
Licensor — Notice
1600 Rio Rd E. Charlottesville VA 22901
nla
Licensee — Billing
69 Wardensville Industrial Park Road , Wardensville,
WV 26851
(301) 991-5079
greggroberts8l@icloud.co
Licensee — Notice
69 Wardensville Industrial Park Road , Wardensville,
WV 26851
(301) 991-5079
greggroberts8l@icloud.co
By signing this document, Licensor is giving the Licensee the limited, revocable right to temporarily use and occupy certain space In the Shopping Center
(as defined below). Licensee cannot transfer this right to anyone else. This License is not a leasehold interest.
I. THE EVENT
Licensee may occupy the Event Location (defined below) during the Event Period (defined below) only for the purpose of For the non- exclusive use of
the parking lot for a spring carnival and parking of trucks, trailers and RVs (the "Event"). Licensee may not use the Event Location for any other
purpose without Licensors prior written approval. If Licensee uses the Event Location for some other purpose without Licensors approval, or fails to abide
by Licensors operating rules, as set forth In Exhibit A hereto, Licensee Is required to pay licensor a fee of $50.00 per day for so long as Licensee continues
to do so. Licensors right to receive this fee from Licensee is in addition to any other rights or remedies Licensor may have under this License, at law or in
It. EVENT LOCATION
Licensee has the right to occupy the following space (the 'Event Location'): PK2, which is located at Charlottesville Fashion Square Shopping Center
(the "Shopping Center), the address and telephone number of which are: 1600 Rio Rd E, , Charlottesville, VA 22901 and () -, respectively.
The Event Location is shown on the attached site plan for the Shopping Center (see Exhibit 0). The Event Location is subject to Licensors review and
approval at all times.
Licensor does not guarantee any Particular location and may regulre that the
Event Location be chancod one or more times during the Event Period.
If Licensor does require that Licensee relocate. Licensor will give Licensee five (5) days prior written notice.
III. EVENT PERIOD
Licensee may use the Event Location from 04/11/2023 (the "Commencement Date) until 0412612023 (Me "Expiration Date') (this entire period will be
called the "Event Period'), unless this License is terminated earlier by either party in accordance with the terms of the License.
LICENSOR HAS THE RIGHT TO REVOKE OR TERMINATE THIS LICENSE AT ANY TIME FOR
ANY REASON, OR NO REASON AT ALL, IMMEDIATELY UPON WRITTEN NOTICE TO LICENSEE.
IV. EVENT FEE
The fees payable for this Event (collectively the "Event Fee), due date(s), and payment information are set forth in Exhibit A. The Event Fee and any
additional charges payable to Licensor must be paid on or before the designated due dates and must be paid via electronic payment (per Exhibit E),
certified check, or as otherwise directed by Licensor. Payments will be considered "made" when Licensor actually receives them. Any overdue amount
from Licensee will accrue interest from the date due through the date of payment at the rate of 1.5% per month or the highest rate permitted by law,
whichever Is less. In addition to Interest, if any of Lloensee's payment(s) hereunder are more than 10 days late, Licensee must pay Licensor a late charge
equal to 5% of the amount due or $50.00, whichever is greater Licensee's payment of interest and late charges will not prejudice Licensor's rights to
pursue other remedies available under this Agreement, at law or in equity.
V. EVENT ELEMENTS
By the "Delivery Date" specified on Exhibit A. Licensee must deliver to Licensor all materials listed therein, which may include, without limitation, camera-
ready artwork, advertising collateral, display or set designs, signs, copy, electronic files, activity plans and schedules, promotional materials andlor samples
to be distributed and/or such other materials, logos, trademarks and designs to be used in connection with the Event (collectively, the "Event Elements'),
for Licensors review and approval, Licensor will review and approve or reject in wining, in Licensors sole discretion, all Event Elements. Licensor reserves
the right during the Event Period to reject any or all Event Elements for any reason or no reason, and to curtail or regulate any or all Event Elements.
Licensor will provide to Licensee the services specified on Exhibit A In connection with the Event (the "Services').
VI. SECURITY DEPOSIT
When Licensee signs this License, Licensee must also give Licensor a security deposit of $0.00 ("Security Deposir), as security for the
performance of Licensee's obligations under this License. Licensee cannot use the Security Deposit as payment of any installment of the Base
License Fee, or to reduce any other charges that Licensee may owe Licensor. Licensor may use the Security Deposit to offset any damages, beyond
normal wear and tear, to the Event Location or the Unit or may apply the Security Deposit against any License Fee or other charges Licer3see wqs under
Licensor
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this License. Licensor may also use the Security Deposit to reimburse others for returns of merchandise or to rectify complaints made by Licensee's
customers. Licensee agrees that Licensor can keep the Security Deposit if Licensee does not occupy the Event Location and conduct business there
pursuant to this License for the entire License Period, unless this License Is terminated by Licensor prior to the Expiration Date due to reasons other than
Licensee's default Even if Licensor terminates the License before the end of the License Period, Licensor may still keep part or all of the Security Deposit
to offset any damages to Licensor's property or unpaid amounts due under the License. If Licensee stays for the entire License Period, and makes all the
payments required under this License, the Security Deposit (or what remains of it, after Licensor has deducted amounts for damages) will be refunded to
Licensee. After Licensor refunds the Security Deposit to Licensee Licensor will have no further obligation to anyone with respect to the Security Deposit
VII, ADDITIONAL PROVISIONS
The Exhibits attached hereto are a part of this License.
Vill. TERMS AND CONDITIONS
i. Hours of Operation. The Event must be open for business during the hours set forth in Exhibit A. Licensee must pay Licensor $50 per hour
or part of an hour (up to a maximum of $300 per day) as liquidated damages and not a penalty for the tines that the Event is not open and operating, as
provided In Exhibit A. These liquidated damages are in addition to all other amounts due under this License. Licensee agree that this amount is a
reasonable estimate of the damages that Licensor would suffer if the Event is not open during the hours set forth in Exhibit A.
2. Sales Reports/Audit This section is only applicable for Licenses permitting the sale of products or services, 'Gross Sales' means the total amount
Licensee collects for all goods and services solo, leased, or supplied by, at or through the Licensed Premises, excluding sales taxes collected and paid to
the appropriate governmental authority. On or before the last day of each month during the License Period, Licensee must submit an electronic or written
report to Licensor, via approved electric tenant portal (See Exhibit B) or on a form that Licensor will provide to Licensee ('Sales Report'), respectively, of
all Gross Sales for that month (or portion thereof) of otherwise designated time period. Licensee is required to submit Sales reports within 10 days of the
end of the sales penod. When Licensee submits the Sales Report, Licensee must certify that it is true and oonecL If Licensee does not submit a Sales
Report, or it it Is late, Licensee must pay Licensor a late fee of S50.D0. Licensee must also pay Percentage License Fee, if any, to Licensor on the day
specified on the first page of this License. Licensee Is required to keep accurate books and records of Gross Sales and revenues al Licensee's nonce
address on the first page of this License, and must keep these records for at least two (2) years after termination of this License. These records shall be
prepared In accordance with generally accepted accounting principles. Licensor has the right to review and audit Licensee's records upon five (5) days'
notice to Licensee. If such audit shows that Licensee has not paid enough Percentage License Fee, Licensee shall immediately pay Licensor any
additional Percentage License Fee owed and reimburse Licensor for the cost of the audit.
3. Condition of Event Location. Licensee has inspected the Event Location and accepts it "as is" and 'Where is" with no representation or
warranty by Licensor as to its condition, or its suitability or fitness for the Event. Licensee understands that Licensor has no obligation to improve or repair
the Event Location unless stated otherwise elsewhere in this License. At Licensee's expense, Licensee must maintain the Event Location in good, dean
and safe condition and make all necessary replacements and repairs. if Licensee does not fulfill its obligations to repair and maintain the Event Location,
Licensor has the right to do this for Licensee. without responsibility for any damage caused by Licensors work. Licensor also has the right to make any
emergency repairs. Licensee shall Immediately reimburse Licensor for any cost Licensor Incurs in performing any maintenance or repair work, plus a 20%
administrative fee_ Licensee may not make any alterations, additions or improvements to the Event Location without Licensors prior written consent.
4. Event Set-up and Operation. Licensee must coordinate the set up and take down with the Licensor, and in accordance with the schedule set
forth in Exhibd A. At Licensor's request, Licensee will provide an on -site coordinator for set-up and tear -down ofthe activities governed by this License. The
scheduling of all set up and take down is subject to Licensor's absolute discretion. Licensee shall submit in advance all plans related to the location of
equipment, set-up and take -down, time and dates of display. Licensee has the sole responsibility for conducting the Event, which may Include the erection
and installation of any Event Elements authorized by Licensor, unless erection and installation are included in the Services specified in Exhibit A. Licensee
shall install the Event Elements and promptly repair at its sole cost and expense any damage to the Shopping Center that is caused by Licensee, any of
its contractors or other service providers, exhibitors and/or participants In the Event (each a "Contractor" and collectively the "Contractors"), or their
respective employees, agents, affiliates or subcontractors In connection with the set-up of the Event- Licensee is required to follow Licensors operating
rules, as set forth in Exhibit A.
5. No Exelustves. This License does not give Licensee any exclusive right to sell or promote any particular product or service. Other occupants
of the Shopping Center may sell or promote the same products or services that Licensee does.
6. Contractors. Licensee Is responsible to procure any and all Contractors necessary for the Event. Licensee must provide Licensor with a list of
all proposed Contractors at least five (5) business days prior to commencement of the Event. The list shall specify the names, addresses and services to
be provided by each Contractor. Only Contractors that Licensor approves in writing will be permitted to enter the Event Location. Licensor will not approve
of, or permit, any such Contractor to enter the Event Location, until Licensor has received from such Contractor (i) a certificate of insurance evidencing
coverage required by this License, listing Licensor and Agent as an additional Insured, and (n) an original of Exhibit C attached hereto, signed by an
authorized representative of each Contractor, without any modification. Any exception or modification to the foregoing requirements shall be at Licensors
sole and absolute discretion. Subject to Licensors approval of the Event and the Event Elements, Licensor will provide to Licensee and each authorized
Contractor access to the Event Location during the Event Period In accordance with this License. Licensee and each authorized Contractor shall be
allowed access to, and use of, the loading dock and parking lot at reasonable times, as determined by Licensor, and as needed to perform its obligations
under this License.
7. Termination. Upon termination of this License for any reason. Licensee must voluntarily vacate the Event Location on the applicable termination
date. leaving it in a broom -dean condition. Alter such termination, no further obligations shall accrue under this License, provided that each party will
remain liable for obligations arising prior to the date of termination and for all obligations and duties thereafter as specifically provided herein. This License
vall terminate automatically If the Event Location Is damaged due to fire or any other event of casualty or condemnation. Licensee will have no recourse
against Licensor or its affiliates as a result of any such casualty or condemnation. Upon termination of this License for any reason, Licensee must vacate
the Shopping Center, and its occupancy or activity thereafter at the Shopping Center Is a trespass. If Licensee does not surrender possession of the
Event Location upon termination of this License. Licensor may Immediately remove all Licensee's property from the Event Location
any such
Licensor
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property at Licensee's expense for up to 30 days. If Licensee's property is not removed by Licensee within this 30-day period, it is conclusively presumed
to be abandoned Licensor may dispose of such property In anyway it may deem appropriate, without obligation or liability to Licensee or parties claiming
by or through Licensee If Licensee holds over after termination of this License, effective as of the day following termination, all charges due from Licensee
hereunder will continue to accrue and will be increased by 50%. If Licensor commences an action to remove Licensee as a result of Licensee's failure to
surrender possession, Licensee shall pay all costs and expenses incurred by Licensor as a result of such action, including attorneys' fees and court
costs. LICENSEE HEREBY WAIVES THE RIGHT TO A TRIAL BEFORE A JURY AND THE RIGHT TO ASSERT ANY NON -COMPULSORY
COUNTERCLAIMS IN ANY ACTION FOR EVICTION OR FOR PAYMENT OF SUMS DUE UNDER THIS LICENSE.
8. Intellectual Property Rights. Each party owns or acts as receiver for, and shall retain all right, title and interest in and to trademarks and
service marks (collectively "Marks"). Neither party shall, in any way during the Event Period or thereafter, directly or Indtraclly do or cause to be done any
act or thing contesting or in any way challenging any part of the other party'a right, title and interest In such party's Marks. Licensee shall not, while this
License Is in effect or thereafter, use or permit the use of Licensor's name or the name of any affillate of Licensor, or the name, address or any picture or
likeness of, or reference to, the Shopping Center in any advertising, promotional, or other materials without Licensors prior written consent. Licensee
agrees that Licensor may make still, digital, video and/or photographic images or recordings of the Shopping Centerwhich may Include the Event Elements,
Licensee's Marks and/or other materials displayed at the Shopping Center during the Event Period- Licensee agrees that Licensor shall have the right to
use such images or recordings for purposes of promoting the Shopping Center and marketing activities at the Shopping Center. Licensee represents and
warrants that the production, operation, broadcasting, advertising and promotion of the Event and the use of the Event Elements as provided In this License
will not violate the trademark rights, copyrights, the right of privacy or publicity or constitute a libel or slander, or involve plagiarism or violate any other
rights of any person or entity.
9. Insurance. Licensee must maintain, and require its Contractors to maintain, as applicable, the insurance set forth in Exhibit B.
10. Indemnity. From and after the Effective Date, Licensee shall indemnify, hold harmless and, at Licensors option, defend Licensor, Agent, and
mortgagee, if any, and any of its respective heirs, successors, assigns, principals, partners, members, shareholders, oRcers, agents, attorneys, servants,
employees, managers, and contractors, and any fee owner or underlying lessor of the Shopping Center from and against all claims, actions, damages,
liability losses (Including economic losses), costs, expenses, and bens, including without limitation reasonable attomeys' fees and expenses that Licensor
incurs in connection with any loss of life, personal injury or damage to property or business arising out of or in any way connected with the Event Location
or the Unit or Licensee's operations, the condition, use, maintenance, repair or occupancy of the Event Location, or in any way arising out of Licensee's
activities in the Event Location, common areas, or other portions of the Shopping Center, or the activities of Licensee's sublessees or their respective
agents, employees, servants, invitees or contractors. Licensee shall not permit any lien or claim of lien to be filed against the Event Location, and in the
event a lien is filed against the Event Location then Licensee shall, within five (5) days of such filing satisfy the lien or transfer the lien to bond or other
security, thereby clearing the lien from Licensors title.
11. Waiver and Release. Neither Licensee nor Agent, or any of their respective agents, servants, employees or contractors, neither Licensor, nor
Licensor's management agent nor either of their respective agents, servants, employees or contractors shall be liable for, and Licensee hereby waives
and release all claims for loss of life, personal Injury or damage to property or business sustained by Licensee or any person claiming through Licensee
resulting from any accident. casualty or occurrence in or upon any part of the Shopping Center, including without limitation claims or damage resulting
from: any equipment or appurtenances becoming out of repair; Licensors failure to keep any part of the Shopping Center in repair; injury done or caused
by wind, water or other natural element any defect in or failure of plumbing, heating or air conditioning equipment, electric wiring or Installation thereof,
gas, water, steam pipes, stairs, porches, railings or walks; broken glass; the backing up of any sewer or downspout; the bursting, leaking, or running of
any tank, tub, washstand, water closet, waste pipe, drain or any other pipe or tank in or about the Event Location; the escape of steam or hot water; water,
snow or ice being upon or coming through the roof or any other place on or near the Event Locallon; the falling of any fixture, plaster, ceiling the or
stucco; damage to or loss by then or otherwise of Licensee's property of that of others; delay or cessation in the start or conduct of Licensee's business:
and ads or omissions of persons in the Event Location or other tenants or occupants of the Shopping Center. In addition, Licensee hereby waives any
and all right of recovery, claim, action or cause of action against Licensor and Agents, and their respective agents, servants, employees, invitees and
contractors, for any loss or damage that may occur to the Event Location and any contents therein by reason of fire, the elements or any other cause
which is Insured or required to be insured pursuant to this License, regardless of cause of origin.
12. Assignment Licensee may not sell, assign, mortgage, pledge, sublicense, concession, or in any manner transfer, this License or any interest
herein, nor sublicense or license all or any part of the Event Location, by operation of law or otherwise. Any unauthorized assignment shall be null and
void.
13. Default of Licensee. If (i) Licensee shall fail to pay when due the License Fee, or any additional fees or other charge required to be paid under
this License, or III) if Licensee shall fail to perform or comply with any other term, condition or covenant on the part of Licensee to be observed herein,
then. In any such event, Licensee shall be in breach hereunder and Licensor, at its option, any time thereafter, may terminate this License by notice to
Licensee and, upon service of said notice, this License and the Term hereunder shall be terminated and Licensee shall immediately vacate the Event
Location and the Property in accordance with the provisions of this License. If Licensee shall fail to vacate the Event Location and the property at the
expiration of the Term, whether after Licensee's breach or otherwise, Licensor may re-enter the Event Location and remove Licensee and all persons,
fixtures and property occupying the Event Location and Licensor shall not be liable for any damages resulting therefrom. Upon a breach by Licensee
hereunder Licensor shall also have all other rights available to it at law or equity, Including injunction, at its option. without further notice or demand of any
kind to Licensee If Licensor shall terminate this License after breach by Licensee, without limitation to any other right or remedy of Licensor, Licensee
shall be liable to Licensor, as liquidated damages and not as a penalty, for a sum of money equal to the value of all Fees due hereunder for the remainder
of the Term less the fair market value of the Event Location for the remainder of the Term, taking into account, without limitation, the period of time it would
reasonably take Licensor to find a replacement Licensee satisfactory to Licensor, in Licensors sole discretion, for the Event Location. If Licensee shall
fail to comply with and perform any of Licensee's obligations herein contained, Licensor shall have the right, but not the obligation, to perform any such
obligations, and Licensee shall pay to Licensor on demand a sum equal to the amount expended by Licensor in the performance of such obligations plus
interest at the Default Rate. Notwithstanding anything to the contrary in this License, any default by Licensee or any Affiliate (as hereinafter defined) of
Licensee as to any obligation of Licensee or any of its Affiliates in favor of Licensor or Licensors Affiliates with respect to any other license, lease, or
agreement between Licensor (or an Affiliate of Licensor) and Licensee (or an Affiliate of Licensee) may, at Licensors sole and exclusive option, constitute
a default under this License, and Licensor will have all remedies available at law and inequity For purposes of the foregoing, "Affiliate' shall be deemed
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to mean, as applied to a person or entity, any other person or entity directly or indirectly controlling, controlled by, as under common control with, that
person or entity.
14. Default and Liability of Licensor If Licensor shall fail to perform any obligation under this License required to be performed by Licensor,
Licensor shall not be deemed to be in default hereunder nor subject to claims for damages of any kind. unless such failure shall have continued for a
period of thirty (30) days after written notice thereof by Licensee or such additional time as may be required due to force majeure circumstances. If
Licensor shall fail to cure within the time permitted for cure herein, Licensor shall be subject to such remedies as may be available to Licensee (subject to
the other provisions of this License), provided Licensee shall In no event have the right of self-help to perform repairs or any other obligation of Licensor
and, further, Licensee shall have no right to withhold, set-off, or abate Fees, or to terminate this License on account of an alleged default by Licensor.
Licensee hereby agrees and acknowledges that neither Licensor nor Agent, nor any of their respective directors, members, officers, employees, agents,
and/or attorneys, shall have any personal liability for any obligations that may arise hereunder, and Licensee hereby acknowledges and agrees that it shall
not otherwise file suit against Licensor or Agent, or take any other legal action against Licensor or Agents without first obtaining an order from a court of
competent jurisdiction permitting such action If Licensor is found by a court of law to have failed to perform its obligations In accordance with any of the
provisions of this License, any money judgment resulting from such failure shall be satisfied only out of Licensors interest in the Shopping Center, and
Licensor and its directors, employees, agents, members or principals, shall have no personal liability hereunder Furthermore, none of the foregoing
parties shall be subject to levy, attachment, or execution, or otherwise sued to sattsty any such judgment. Licensee hereby waives any right to satisfy a
Judgment against Licensor except from Licensors interest in the Shopping Center. The term "Licensor', as used In this paragraph, shall mean only the
Licensor or Licensors at the time in question of the fee title or Interest In a ground lease of the Premises, and in the event of any transfer of such title or
interest, Licensor herein named (and in case of any subsequent transfers, the then grantor) shall be relieved from and after the dale of such transfer of
all liability with respect to Licensor's obligations thereafter to be performed.
15. Waiver Failure by either party to require the other to perform any terms of this License will not prevent the party from later enforcing that
term. No term of this License will be deemed waived unless waived in writing by the waiving party If Licensor accepts a payment of any money due from
Licensee under this License, Licensor Is not waiving any prior breach by Licensee of any term of this License, other than Licensee's failure to make the
particular payment that Licensor accepted Tills is true whether or not Licensor knew that Licensee had breached this License at the time Licensor
accepted payment from Licensee
16. Miscellaneous This License becomes valid and effective only when signed and delivered by both parties This License supersedes all prior
discussions, licenses and other agreements of the parties, oral or written, relating to the transaction represented hereby. This License may be modified
only by a written instrument executed by both parties. This License shall be governed and construed in accordance with the laws of the state or
commonwealth where the Shopping Center is located without regard to its conflict of laws principles The venue for any litigation arising from or relating
to this License, or the license granted hereunder. shall lie exclusively in a court of competent jurisdiction in and or the county, state, or commonwealth
where the Shopping Center Is located and Licensor and Licensee consent to the jurisdiction of such courts and waive any objections to such
jurisdiction. Licensor has no personal liability with respectio this License. If Licensor breaches this License, Licensee can look only to Licensors interest
In the Shopping Center to satisfy, any claim against Licensor Licensor may be a parry to one or more agreements with a mortgagee, beneficiary of
Licensor, department store, mall occupant, or other parry. This License Is subject and subordinate to all the provisions in those agreements, as (hey may
be amended from time to time. Licensee agrees to keep the terms of this License confidential, and shall not disclose them to a third party If any provision
of this License Is held by the final judgment of any court of competent jurisdiction to be illegal, invalid or unenforceable, the validity of the remaining portions
or provisions shall not be Impaired or affected, and the rights and obligations of the parties shall be construed and enforced as if the License did not contain
that part, term or provision held to be illegal, Invalid or unenforceable. Licensee acknowledges that Jones LaSalle Americas, Inc. is executing this License
In the capacity of Agent for Licensor and not as partner or joint venturer with Licensor.
17. Notices Notices to Licensee may be sent by delivery in person, or by certified mall. return receipt requested, postage prrpaxf, by express
mail delivery service, or by electronic mail or fax with confirmation of receipt, addressed to Licensee's address(es) set forth in the first paragraph on page
1 of this License. or to such other address as notified In writing by Llcensee Notices to Licensor may be sent only by delivery in person, or by certified
mall, return receipt requested, postage pre -paid, or by express mail delivery service, addressed to Licensors address(es) set forth in the first paragraph
on page 1 of this License, or to such other address as notified in witting by Licensor Notice will be deemed given as of the date of receipt, rejection or
inability to deliver shown on the return recelpt or similar advice of delivery or attempted delivery, or if delivered In person, the affidavit of the person making
such delivery shall be conclusive proof of the delivery and the date and time of delivery
18. No Pamal Liability. Notwithstanding anything to the contrary In this License, neither Licensor nor Agent shall have any personal liability for
the payment of any amount or the performance of any obligation arising under or relating to this License.
19. Access to Evert Location. Licensor reserves the right to enter upon the Event Location at all reasonable hours for the purpose of inspecting
the same, or the use thereof by Licensee, or for making emergency repairs. The exercise by Licensor of any of its rights harem shall not be deemed an
eviction or disturbance of Licensee's use and possession of the Event Location.
20. Costs of Litigation. It Licensor, or its agents or employees shall without fault on their part be made a party to any Irligation arising out of any
act or omission of Licensee, Licensee shall pay all costs and expenses. Including reasonable attomeys' fees, incurred by said parties on account of said
litigation. Licensee shall also reimburse Licensor for all costs and expenses Incurred by said parties, including reasonable attorneys' fees. in enforcing
the provisions of this License. Any sums due from Licensee to Licensor, not paid when due, shall bear interest at the rate of eighteen percent (18%) per
annum, or the highest rate allowed by law, whichever is less (the "Default Rate")
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IN WITNESS WHEREOF, the parties hereto have executed this License through their duly authorized officers or representatives on the day and year
LICENSOR
By: Jonas Long LaSalle Americas. Inc.
Ba fc oma apct L.el.pt, 17!" �
Print Name U /L
Date
5 of 12
LICENSEE
By: Valley Amusements,
FY Licensor
�Lbanaee
Tenant #t0076559
Agreement # 3674848
EXHIBIT A
EVENT FEE
In consideration of the rights granted to Licensee andlor services provided by Licensee under this License, Licensee shall pay to Licensor the following
fees (collectively the "Event Fee"):
The Base License and Other Fees, Plus • Ilcable tax listed below are due and Davable on each date listed in the 'Due Date' column
Due Date
Base Fee
Additional Fee
Utility Fee
Tax'
Total Fees ♦ Tax*
04/11/2023
3,750.00
0.00
0.00
0.00
3,750.00
Totals
$3.750.00
$ 0.00
$ 0,00
$ 0.00
$3,750.00
` Tax charge is calculated based on the tax rate in effect as of the execution date of this License. Should the tax rate change during the
term of this License, Licensor shall notify Licensee in writing of the change to the tax rate by the applicable taxing authority. Licensee shall be
responsible for additional or reduced tax charges based on the applicable tax rate change by the taxing authority.
The Percentage License Fee Is equal to the Percentage' listed below multiplied by Licensee's Gross Sales over the'Breakpoint Amount'. The
Percentage License Fee is due and payable 10 days after the end of the month.
Frequency
Start Date
End Daft
Percentage
cnthly Broakpolnt Amou
Monthly
04/11/2023
04252023
25.00
1 $7,500.00
Percentage Rent:
- Percentage Fee is 260,6 of any sales over the $7600 base fee payment
Submission of Payments: (Sea Exhibit E for Electronic Payment Information)
Make certified checks payable to: HOME DEPOT USA INC
and send them to the following address: PO BOX 641596 LOCKBOX NUMBER 641596, PITTSBURGH, PA 15264-1596
Licensee Obligations: Parking Lot TT Operating Requirements:
- Lioonsee is to setup on Monday prior to the event and tear downtvac rte premises no later than 24 hours from expiration of
LlconsAgreemen.
- Licensee Is to provide all equipment, labor, setup and tear down.
LICENSEE IS TO PARK ALL TRUCKS, TRAILERS AND LARGE EQUIPTMENT BEHIND THE MALL IN DESIGNATED AREAS.
- Licensee Is to provide own security, generators (trailer), restrooms (trailer), dumpster (30 yard) and fencing. Restrooms need to be
anchored
for wind load.
- Licensee Is responsible for all Marketing and promotion expense of the event
- Hours of Operation:
-Adequate and proper outdoor lighting and exit signs shall be required.
- Restroom facilities must be ADA compliant and be handicap accessible; further, hand wash stations or sandhers must be provided.
- A tent with a base structure that will support a wind load of 80 MPH. Said base structure shall need to have a ourrent Fire Resistance
Certificate. Additionally, said base structure should be fitted with side hinged doors with two (2) remote exits.
- A generator with a driven ground to be praapproved by the Licensor; chassis grounds are not acceptable. Said generator must be
wired
directly to the ground lug on the distribution panel. Further, all wiring within the structure must be conducted by a licensed electrician.
- Should heaters be utilized, each unit must pre -approved by the Licensor and vented to the exterior.
- Further, any propane tanks used for mating in the parking lot must be located at a minimum of 20 feet from all structures to prevent
any
potential damage.
- A minimum of two (2) Fire Extinguishers will need to be mounted within the structure, and another extinguisher may need to be
separately
provided for the generator. Further, said generator must be located 20 feet awey from the structure and shall be required to be hard
wired to
the Junction box. All Conduits to be used shall be as directed by the City.
- An Emergency Plan should be fonrrulated by Licensee regarding how and when to deal with weather related emergencles.
-Licensee responsible to Contract with Licensor up to four traffic control officers which Licensor will provide placement of officers IF
NEEDED AND 2 WEEKS NOTICE IS REQUIRED.
7 1 officers @ 4 hours each = $180.00
❑ Total = $1,630.00
- If applicable, Licensee to provide lighting (by way of _ light towers) for parking.
- Licensco to provide all trash receptacles for the event and dispose of said trash within their own dumpster
L!ccisar
6 of 12 Licensee
Tenant#t0076559
Agreement # 3674848
Licensee shall NOT be permitted to display or dispense any fireworks or utilize any pyrotechnics at any given time while on Licensed
Premises.
2. EVENT ELEMENTS, EVENT LOCATION
Licensee may hold the Event within the Event Location only for the purpose of For the non• exclusive use of the parking lot for a spring
carnival and parking of trucks, trailers and RVs (the "License Use"). Licensee may not use the Event Location for any other purpose
without Licensor's prior written approval.
The Event Location is currently located in location number PK2 (See Exhibit D).
3. OPERATING RULES
(a) Licensee must observe and comply with all laws, ordinances, rules, regulations and code requirements applicable to the Event Location or the
Event.
(b) Licensee shall procure and keep in full force and effect, at Licensee's sole cost and expense, from governmental authorities having
jurisdiction over the Shopping Center(s), any and all licenses, permits, bonds or other authorizations necessary to conduct the Event as
contemplated under this License. Licensee must notify Licensor immediately if Licensee fails to obtain the required permits and licenses prior
to commencement of the Event. A copy of any required permits or licenses shall be provided to Licensor ten (10) days prior to
commencement of the Event The provision of such permits or licenses to Licensor is a condition precedent to any access to the Event
Location.
(c) Licensee must not sell or market any unlawful or counterfeit goods or services, or otherwise infringe or confuse another party's trademarks,
trade dress or other intellectual property rights.
(d) Licensee must conduct the Event in a professional, first-class and tasteful manner in accordance with Licensors rules and regulations, as
well as reputable business standards and practices.
(a) Licensee may not keep or display any merchandise outside of the Event Location or otherwise obstruct these areas;
(f) Licensee's employees and Contractors must wear appropriate professional attire at all times while at the Shopping Center;
(g) Licensee may not permit loudspeakers, televisions, radios, flashing lights or other devices to be used in a manner so as to be heard or seen
outside of the Event Location without Licensor's prior written consent;
(h) Licensee may not distribute any handbills or other advertising material at the Shopping Center or on automobiles parked in the parking lots
serving the Shopping Center;
O Licensee and its Contractors may not hawk or otherwise create a nuisance in the Shopping Center.
0) Unless othervse provided herein, food or beverage may not be consumed at the Event Location.
(k) All garbage and trash must be stored in an adequate, sanitary, closed container, not visible to the public, within the Event Location or the
Shopping Center as directed by Licensor. Licensee must dispose of such garbage and trash daily, or more frequently d required by the
circumstances.
(1) No hazardous, flammable or combustible materials may be brought onto the Event Location or any other part of the Shopping Center.
(m) Unless otherwise provided herein, Licensee shall provide all necessary tables, chairs, table skirting, enclosures and signs, which shall be
subject to the prior approval of the Shopping Center's Marketing Manager or General Manager.
in) Licensee shall furnish and pay for all labor needed to set up and take down displays, it any.
(0) Licensee must furnish atl display fixtures, the design, size, and quantity of which will be subject to Licensor's prior written approval. Display
fixtures must be of professional quality. well designed and maintained, and must be aesthetically complementary to the surroundings in the
Shopping Center. Any unapproved fixtures may be removed by Shopping Center personnel, and Licensee must pay for the cost of removal
and storing any such fixtures.
(p) Licensee shall furnish the Shopping Centers Marketing Manager or General Manager with emergency telephone numbers and a forwarding
address for future reference.
(q) Licensee must secure and be responsible for the display at the Event Location at close of business.
(r) Licensee shall abide by all rules and regulations that Licensor establishes with respect to the common areas, facilities, sidewalks and tenant
relations.
(a) Any merchandise must be hand -carted into the Shopping Center or, if dollied, dolly must have wide rubber wheels only-
(t) No electrical wiring will be laid that would create a hazard to pedestrian traffic. Approved tape or appropriate floor covering is mandatory to
secure electrical cords and must be no less than 3" in width.
(u) Absolutely nothing may be attached to any fixture in the Shopping Center.
(v) Licensee must provide a minimum clearance of fdteen (15) feet from any store front or kiosk-
(w) All items to be sold at the Shopping Center are subject to the prior approval of the Marketing Manager or General Manager.
(x) Licensee must hire and pay for the security officers that Licensor deems necessary or the Event. Licensee must obtain Licensors advance
approval with respect to the security personnel hired, and Licensor may impose reasonable restrictions including insurance or bond
requirements upon such personnel.
(y) Unless otherwise provided herein, Licensor will not provide tools or equipment. These are Licensee's responsibility.
FY Licensor
7 of 12 _Z Licensee
Tenant #t0070559
Agreement # 3674848
EXHIBIT B
INSURANCE REQUIREMENTS
Licensee must keep the following insurance in force with companies licensed and authorized to do business in the state or commonwealth
where the Shopping Center is located, during the Event Period and such other times as Licensee occupies the Event Location:
(1) Commercial General Liability Insurance on the Event Location and the business operated in or from the Event Location, including coverage
against assumed or contractual liability under this License, with minimum limits for bodily injury, property damage or personal and advertising
injury of $1,000,000 per occurrence and $2,000,000 general aggregate, except for the Events set forth below, which require such insurance as
follows (if applicable, in the case of food and/or beverage being prepared and sold on -site, these limits shall be $5,000,000 per occurrence and
$5,000,000 general aggregate):
Type of Event
Commercial General Liability
Occurrence/Aggregate Requirement
Dance
$1 MM/$3MM
Petting Zoo
$1 MM/$3MM
Vehicle Display Event
$1 MM1$3MM
Vehicle Driven Event
$2MM/$5MM
Concert (ProfesslonaltNot Community Event)
$5MM/$5MM
Carnival
$5MM/$5MM
Circus
$SMM1$SMM
Dunk Tank
$5MW$SMM
Rock Climbing
$5MM/$5MM
Martial Arts or Other Sporting Event
$SMMI$5MM
Firearms or Weapons Show
$5MM/$5MM
All Other High Risk Events
$5MM/$5MM
(ii) Workers Compensation Insurance in statutory limits for all employees and Employers Liability Insurance which affords limits of not less than
$1.000,000 each coverage and policy limit;
(le) 'All Risk" property insurance, covering all of Licensee's inventory, trade fixtures, furniture, fumishings, and equipment not affixed to the Event
Location, and covering all of the improvements installed in the Event Location by or for the Licensee in an amount equal to the full replacement
cost value of all such equipment, furniture and trade fixtures, without co-insurance; and
(iv) If Licensee are serving alcohol at the Event, liquor liability insurance, including coverage for bodily injury or property damage with minimum
limits of $2,000,000 per occurrence and $5,000,000 general aggregate
(v) All Contractors must keep the following insurance in force with companies licensed to do business in the state or commonwealth where the
Shopping Center is located, during the Event Period and such other times as the Contractor occupies the Shopping Center.
a. Workers Compensation Insurance in statutory limits for all employees and Employers Liability Insurance which affords limits of not
less than $1,000,000 each coverage and policy Omit;
b. Employers Liability - minimum of $500,000 each accident; $500,000 disease, policy limit; $500,000 disease, per employee;
C. Commercial General Liability (naming Licensor and Agent as additional insureds) - $1,000,000 per occurrence Combined Single
Limit; $2,000,000 aggregate (i.e., such insurance shall include contractual liability, personal Injury protection and completed
operations coverage),
d Auto Liability (rf deemed appropriate by Agent) - $1,000,000 minimum;
e. Property Insurance coverage for tools and equipment brought onto and/or used at the Shopping Center by the contractor - an amount
equal to the replacement costs of all such tools and equipment; and
f. For any Contractors that are providing armed security services for the Event, Commercial General Liability (naming Licensor and
Agent as additional insureds) which affords limits of not less $2,000,000 per occurrence Combined Single Limit; $5,000,000
aggregate (i.e., such insurance shall include contractual liability, personal Injury protection and completed operations coverage, and
be primary and non-contributory to coverage carried by Licensor and its Agent);
Imurance:
The following Insured and Additional Insureds MUST BE listed on the Certificate of Insurance: Home Depot USA LLC Additional
1�
8 of 12
FY Licensor
Licensee
Tenant#t0076559
Agreement # 3674848
(Landlord and agent) with supporting endorsements:; Jones Lang LaSalle Americas, Inc -
Licensee shall deliver to Licensor certificates of the insurance required by this Exhibit B. The insurance company or companies providing the
Insurance required hereunder must have a Best Rating of A-Vill or better. Licensee hereby waives all subrogation rights of Licensee's insurance carder
in favor of Licensor and its partners, beneficiaries, trustees, officers, employees and agents with respect to the property damage and rental loss insurance
required to be carried hereunder. If Licensee breaches its obligation to obtain and keep in effect any insurance required by this paragraph, Licensee shall
indemnify and hold Licensor harmless against any loss that would have been covered by such insurance.
The certificates required by this paragraph will provide either that (i) "Should any of the above described policies be cancelled before the
expiration date thereof, the Issuing Insurer will endeavor to mail thirty (30) days' written notice to the Certificate Holder; or (Ii)'Should any of the above
described policies be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions' Licensee's
Commercial General Liability Insurance policies shall name Licensor and its management agent (and any other person or entity as may be requested by
Licensor in writing) as additional insureds, as their respective interests may appear, and will be primary, noncontributory and not in excess of any other
coverage maintained by Licensor or any other party.
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9 of 12
4 rIcensor
ZZLicensee
Tenant WD076559
Agreement N 3674848
EXHIBIT C
CONTRACTOR HOLD HARMLESS AGREEMENT
The undersigned,
("Contractor? in w8h the 1 ` ' ("Event")
to be conducted at � e Shopping Center' on or about will indemnify. protect defend
and hold harmless Home Depot U.S.A., In ("Licensor") and Jones Lang LaSalle Americas, Inc. ('Agent), as well as their respective
agents, parent companies, subsidiaries and affiliates, and their respective employees, agents, officers, members, managers, partners and
directors, ("Indemnified Parties") from and against any and all claims, damages, actions, liabilities and expenses. Inducing, without
limitation, reasonable attorneys' lees and court costs arising from or in connection with the ads or omissions of the undersigned, its officers,
agents, partners, affiliates, contractors, or employees (collectively "Contractor Parties") in connection with the Advertising Display and/or the
presence of Contractor Parties at the Shopping Center. Contractor waives any claim against any and all of the Indemnified Parties for any
damage to Contractor's property while at the Shopping
Center.
Contractor \,� 1c`k\I NtA k�c
Name:
Date:
If a corporation Q&t
I \��
By
10 of 12
^ r Licensor
L censee
Tenant#tD070559
Agreement # 3674848
EXHIBIT E
TENANT PORTAL PROGRAM
AGREEMENT TO ELECTRONIC PAYMENT & SALES REPORTING
Instructions: Please complete this Agreement to Electronic Payment and Sales Reporting exhibit in its entirely and make a copy for your records
The undersigned, on behalf of Valley Amusements ('Licensee"), hereby agrees to initiate electronic payments via the Yardi Commercial Caf§ Portal
('Tenant Portal') to Licensor for all sums due in accordance with the terms and conditions as set forth herein. it is agreed that these payments will be
authorized by Licensee via payment methods available within the Tenant Portal. Licensee understands that rt alternative payment method(s) other than
direct ACH are used by Licensee. Licensee will be responsible to pay related transactional and/or processing fees, as determined by financial
Institutions, credit card networks, and/or payment processors, as applicable
Licensee will promptly and without delay notify Licensor in writing if the authorized Tenant Portal User provided below should be changed or replaced
with a different authorized Tenant Portal user Should Licensee be unable to access the Tenant Portal for electronic payment, Licensee will immediately
contact Licensor to resolve access Issues. Licensee's inability to access the Tenant Portal to make electronic payments in noway limits Licensee's
obligations to make payments to Licensor under the terms herein.
In addition, Licensee hereby agrees that all required reporting of Gross Sales information, in accordance with the terms and conditions above, will be
reported in the Tenant Portal within the time frame required.
This authorization will remain in effect until written notice of termination is delivered from the Licensee to the Licensor in such time and in such manner
so as to afford the Licensor a reasonable opportunity to act thereon. In no event shall such termination be effective as to entries processed prior to
receipt of such notice.
Authorized Tenant Portal User 1�\ L ,\ 1� --) oreoarobens8l(Micloud.com
ri ed arse) (Email)
Authorized by
(Signature#t /see Authorizing Party)
(Printed Nar .)
3- -�A 2�
(Data)
12 of 12 Llcensor
Licensee