DDocusign Envelope 0: E2D101A7-ED40-47B5-ASES-F734COSESO'S ‘hn TUL SUN CONVENTION CENTER 260. Church Avenue Tucson, AZASTOL 520-791-4101 PERMIT NO: 1449-65-5-55633 LICENSE AGREEMENT, SUMMARY OF BASICTERMS. ‘The following Basic Terms ae incorporated into the License ‘Agreement entered into by and between SMG ("Operator") ‘and Trump 47 Committee ne ("Licensee"), EVENT: DJT 2024 LICENSE DATE: 9/11/2024. 9/12/2024 LICENSEE ADDRESS: Trump47 Committee nc Bradley Crate PO Box509 Arlington, VA22216 LICENSEE TELEPHONE: LICENSEE E-MAIL: [email protected] EVENT TYPE: Assembly -701 LICENSE PERIOD AND AUTHORIZED SPACE AND EXPENSES: aca, Function, Date Time Rental ‘The Linda Ronstadt Musie Maven 9/1/2024 7:30AM -11:30 PM $2,700.00 all The Linda Ronstadt Music Performance 9/12/2024 7:30AM 11:30 PM $4,000.00 Halt Subtotal $6,700.00 3.196 Rental Tax $207.70 Total Rental $6,907.70 Mem Details Date times Expense, TeCUshers ‘Attendance Counters 9/12/2024 SeeAttached Estimate $810.00 Tec security Security Guards 9nayoza See attached Estimate $6561.00 Crowd Control, civil Disturbance & Digntary Tueson Police Department Protection, Inside Music 9/12/2024 See Attached Estimate 11573200 Hall crowed Cont, 9 Security Sweep Fire Marshall Soe eS ‘See Attached Estimate ‘9/2/2024 See Attached Estimate $5,311.50, Rhino StagingService _Seedttached Estimate 9/12/2024 See Attached Estimate $728650 Housekeeping See attached estimate 9/12/2024 See tached Estimate $2,184.00 1ofl3DDocusign Envelope iD: £20101A7-ED40-4785-ASES-F7S4COBFEDIS Equlamenté Services SeeAttachedEstimate 9/12/2024 See Attached Estimate $450.00 Subtotal Expenses $137,315.00 ALL EXPENSES $145,222.70 Cancellation of space being held under "Licensed Period and authorized Areas" ofthis License Agreement wil not decrease the rental amount as stated herein. Any addition of space wil be charged at the ongoing rate at the time ofthe adjustment and wil increase the stated amount. DEPOSIT: $145,222.70 due upon receipt ofthis Permit, [ALL DEPOSITS ARE NON-REFUNDABLE ‘SPECIAL CONDITIONS: ‘© TCC.contract may not be amended or modified. Event specific accommodations willbe noted under Special Condltions and/or within an ‘Addendum, which wil be applied to the contract. © Fullestinate of expenses are $145,222.70 which include Rent, Security, Tucson Police Department, Fire Marshall Services, EMS, Rhino Staging, Housekeeping, and Equipment & Services. Price does not include Food & Beverage, parking or any other third party expenses. Full estimate of expenses may vaty based upon the speaker, event times, event needs and advance conversations between Secret Service, Tueson Police Department and Tucson Convention Center. Tucson Police Department and Secret Service are meeeting on Monday. Wil have an update on Tucson Police Department expenses at that time and wil send an addendum if necessary. © Press Riser location THD This events not ticketed, guests are encouraged to register, The event is open tothe public. Maximum capacity i 2,229 with pitchairs set in front ofstage. ‘© Fir Market Value: Operator represents the rent pad by Trump 47 Committee, Inc. (Operator pursuant to the terms ofthe Agreement constitutes fair market value of the use of space © Merchandise: Trump 47 Committe, Inc. is hereby authorized by Operator to sell merchandise atthe Event. Trump 47 Committee, In. shall ‘be the sole and exclusive seller ofsuch merchandise at the Event and s responsible for remitting any applicable sales taxes. Inthe event ofan epidemic, pandemic, quarantine or any other outbreak of novel virus infections among people that pose a public health concern, safety protocols may need tobe addressed prior to contract date. © Permit mustbe signed and retumed and Al Expenses, $145,222.70 must be paid prior to event announcement ANCILLARY SERVICES: Fees not already covered by deposit shal be paid on closing night ANCILLARY SERVICES CHARGES: Ancilary services, Le. parking, staging and rigging, electrical, telephone and internet, security-ushering needs, cost for crowd safety and trafic contol services provided by the City of Tucson both within and outside the licensed areas and any addtional fees are not included in the basic rental rate and willbe billed at closing with credits applied withthe previously paid deposit. If total amount of equipment required by Licensee exceeds the Operators inventory then Licensee agrees to pay forthe cost of renting the aditional equipment. (OTHER CHARGES: Fees shall be made on the closing night of the use of areas unless a prior agreementisreached and accepted by both parties, ‘Aroom re-set charge wil be assessed fo all meeting rooms that require changeover from the initial setup. The room re-set fees the cost of that meeting oom or 4 hours minimum labor charge, whichever i greater. DUE DATE FOR DELIVERY OF THE DEPOSIT AND SIGNED LICENSE AGREEMENT: 9/9/2024 ar at time of event announcement DATE FOR DELIVERY OF INSURANCE CERTIFICATES. 9/9/2024 DUE DATE FOR RENTAL PAYMENT IN FULL BY LICENSEE 9/9/2024 LICENSEE: Trump 47 Committee Inc 20f13‘Docusign Envelope ID: £20101A7-ED40-47BS-ASES-F734COBFEO'S ‘OnibD: fey doaasnoc ¥ meter #34 ESI 30f13DDocusign Envelope ID: E20101A7-E040-47BS-ASES-F734COBFODIS i ‘MG TUCSON CONVENTION CENTER re 260, Church Avenue Tucson, AZB5701 == == 1-101 aN 520-791-410 CENTER PERMIT NO: 1448-65-65:5633 “LICENSE AGREEMENT, EVENT: DJT 2028 |AREA'SPACE BOOKED: The Linda Ronstadt Music Hall WHEREAS, the Operator operates the Tucson Convention Center (the "Center in Tucson, Arizona‘as managing agent forthe City of Tucson and Trump 47 Committe, inc (Licensee) WHEREAS, Licensee desires to obtain a license to use certain aeasin the Centr NOW, THEREFORE, in consideration ofthe mutual covenants and conditions herein, the partes agree as follows: SECTION 1: DEFINITIONS, Within this Agreement, each ofthe following terms shallhave the meaning set forth after 1A GitviThe The City oF Tucson, a corporate body politic ofthe tate of Aizona, which owns the Center 1.8, Canter, The Tucson Convention Center building, including Tueson Arena, Muse Halland Leo Rich Theatre, located in Tucson, Avzonaand any addtionstheret, it rounds, ajacentlnd, and anyother structure temporal in connection therewith “LC. Convention Centr Catering Contactar Saver, providing food and beverage servic forthe Center under an exclusive agreement with Operator or Authority, a of October 12014 1.0. Operatar{The} SMG has been designated ond authorized, bythe City, as manager and operator ofalthe other parts ofthe Center, tact on its behalf on ll attersherein contained. 1LE-GeneralManager The Operatr's chief executive and operating manager. 1 licensee, The fee for Licensee's use ofthe Licensed Areas as shown in the summary of Basie Terms, whieh fe does natincludeAnclay charges or ther Charges incurred by Licensee unde the terms ofthe License Agreement 1. Licensed Aveas The areasin th Center shown inthe Summary of Basic Terms and designated as “Licensed Areas". 1H. License, The person or entity shown as "Licensee inthe Summary of Basic Terms 11, Begultions The city regulations inthe booklet entitled "Tucson Convention Center Event Planning Guide” heretofore delivered by Operator to Licensee. The Event Planning Guides incorporated inthis License Agreement as though fully re-written herein, and any Wolation af the Event Planning Guideisa breach ofthis License Agreement. 1.J Summary of Basic Terms The two (2) page summary attached to ths License Agreement andincorporated herein. SECTION 2, SCOPE OF LICENSE, 2.8. GRANT OF LICENSE Licensee shall have the exclusive right curing the License Period, set forth inthe Summary of Basic Terms, subject to all rights of the Operator andits ‘employees herein reserved, to enter, to use te Licensed Areas fr the Event shown and described in the Summary of Basic Terms, but far no other 2.8. COMMON AREAS In addition to the Licensed areas, asset forth n the Summary of Basic Terms, and except as otherwise provided herein orn the Event Planning Guide, Licensee shall have, during the License Period, the non-exclusive right to use the common areas ofthe Center to provide access ingress and egress fr itsuse ofthe Licensed Areas. Common areas include, but are not limite to, lobbies, stairways, hallways, escalators, elevators, restrooms, 4oft3DDocusign Envelope IO: £20101A7-ED40-47B5-ASE-F734CDBFEO'S SECTION 3 LICENSE FEE, ANCILLARY SERVICES CHARGES AND OTHER CHARGES: PAYMENT 3A Licensee shal pay to Operator a License Fee forthe license herein granted, as set forth n the Summary of Basic Terms, which Licensee Fee shall not be inclusive of Ancillary Services Charges and Other Charges incucred by Licensee. In the event Operator permits Licensee to use the Licensed ‘Areas prior to or after the License Period, the License Fee shall be increased pro ata 2.8. DEPOSIT ‘Simultaneously with the execution and delivery ofthis License Agreement, Licensee shall pay the Deposit shown inthe Summary of Basic terms; Licensee's Deposit shall e NON-REFUNDABLE, except as otherwise expressly provided herein, The Deposit will be credited against the License Fee and any Ancillary Services Charges or Other Charges incurred by Licensee pursuant to this License Agreement. 3.C. MOVE-IN/MOVE-OUT DAYS ‘Any move-in or move-out days requited by Licensee shal be limited to those showin inthe Summary of Basic terms, except as increased by (Operator's writen permission, and Licensee shall be charged for them in accordance with he rates shown thereon, 230, ANCILLARY SERVICES CHARGES ‘nadditionto the License Fee payable herein, Licensee shall pay Ancillary Service Charges including the cost for crowd safety and traffic control both inside and outside the Licensed Areas, that are provided by the City. n accordance with the schedule shown on the summary of Basic Terms, a further deposits required tobe paid atthe ime ofthe Execution ofthis Agreement, tobe applied against Ancillary Services Charges (Ancilary Service Deposit” and otherwise governed under the terms of Section "38", above Licensee shall be responsible forall Ancillary Services Charges, including charged for Ancillary Services provided by the City of Tucson that might ‘exceed the amount ofthe Ancillary Service Deposit. If the actual cost of the Ancillary Services exceed the amount ofthe Deposit, the Operator wil Invoice Licensee for those costs, and Licensee shall pay those additional costs within Five (5) days ofthe date of invoice. Ihe amount ofthe ‘Ancillary Services Deposit exceeds the actual cost ofthe ancillary Services, the Operator wil refund only the amount of the Ancillary Services Deposit that exceeds the actual cst ofthe ancilary Services 3.E FOOD AND BEVERAGE SERVICE Lcensee shall contrac for ll food and beverages service at the Center with the Convention Center Catering Department Licensee shal pay al contracted food beverage service charges pursuant tothe terms ofthe written agreement between Licensee and the Convention Center Catering Department {3 F. BAYMENT OF LICENSE FEE, ANCILLARY CHARGES AND OTHER CHARGES Following the close of the Licensee's Event, the Operator shal ill Licensee for License Fe, Anclary Charges and Other Charges remaining unpaid ‘after application ofthe Deposit and any Ancillary Service Deposit, and Licensee shal pay the same on or before the date indicated in the Summary of Basie Terms. 3.G.SELUP REQUIREMENTS, ‘least three (2) daysprir tothe frst Event, Licensee shall provide to Operator, for Operator's review (andior the review of any consultant oF representative engaged by Operator) a full and complete description ofall setup (including, without limitation, ny staging, lighting, video boards, and/or rigging from or tothe physical structure of the Center or any fixture thereto required forthe Even) electrical, communications systems, and plumbing work anticipated tobe needed fr the Event. 3H. BARKING. Unless otherwise approved by the Operator Manager, fees forthe use ofthe Centers parking faites shall be charged according to the Tucson Convention Center's Regulations, 41. MERCHANDISE - Refer to Special Conditions SECTION 4, SERVICES, Sof3DDocusign Envelope ID: £20101A7-ED40-4785-ASES-F7S4COBFEDIS aaa clue saa Services for Licensee's Event shall be provided in accordance with the Equipment and Services outlined in the Event Planning Guide; services by Operator, which ae therein described as subject to fees or charges by Operator, are Ancillary Services, an if provided by the Operator, shall be charged to Licensee at the rates shown on Operator standard order forms, or, ifnot there expressly listed at the rates standardly charged forsuch ‘Ancillary Services by Operator. All internet and high-speed data connection services must be ordered from Operator, Licensee, or Licensee subcontractors may not resell Operator provided exclusive services, and Operator will provide such services upon execution of Operator order form. 4.8. SERVICES PROVIDED BY OPERATOR INCLUDED IN RENTAL Operator shal furnish, without cost to Licensee on Event show days, normal airconditioning or heat, overhead lighting, restraom facilities and janitorial services consisting of cleaning of common public areas, not including isle or exhibit booth cleaning, in accordance with Operator Event Planning Guide Failure to furnish any ofthe foregoing due to circumstances beyond the control of Operator shall not be construed as a breach of Agreement. tis understood by Licensee that services will be provided only to the extent of existing available inventory and in consideration of ther tenants. 4.8, SERVICES NOT INCLUDED IN RENTAL All services, equipment and personnel not provided forin Section 4.6.1 shall be paid forby Licensee, Such other services, equipment and personnel include, but are not limited to: 1 Guest services; such as security, crowd, and traffic personnel 1 Mursing/medical personnet ‘Stagehand and stage lighting and operation. Sound setup and operation, including technicians (other than normal PA. System) Insurance (see Section 6) Equipment as outined in equipment rental ist Bulk trash removal services Food and beverage Exhibit aisle and Booth cleaning services (applicable) Event or Post-Event cleaning Box ffce Services it pplicable) Move-in and move-out ar conelitioning and/orheat ‘Telecommunications or utlity services Housekeeping fees ‘© Eventticketing ‘Operator reserves the right to determine the number of personnel required to perform any ofthe services described inthis Facility Lease Agreement, whether any or all such functions are provided at the Licensee's expense of or by Licensee. Licensee agrees that ll services at orin the Facility shal be performed in conformity with the Facility Event Planning Guide asin effect a the time of the Convention, Trade Show, Consumer Show, or other Event, and Licensee agrees that it shall make adherence to such Event Planning Guidea condition of all contracts, agreements, and directives for shipments and services connected with the Convention, Trade Show, Consumer Show, Sporting Event, Family Show, Concert or other Event. Licensee must use Operator furnished services and personnel unless specifically excluded herein: No exclusions or exceptions Operator will provide Licensee with a writen estimate of all adcitonal charges for services provided by Operator and may revise such estimate from time to time, Licensee may be required to tender a deposit inthe total amount of the orginal estimate and any increases reflected by reviced ‘estimates within 30 days of delivery notice. ‘Operator reserves the right to review, in advance ofthe Event, proposed security staffing levels and may request Licensee to increase or change its security arrangements and, licensee shall promptly comply with such request. The cost of such charges wil be borne by Licensee, ‘4. TOXIC AND NONTOXIC WASTE DISPOSAL Licensee shall dispose of all non-toxic fluids, chemicals, petroleum-based products, perishable tems or any ther non-dry and non-toxic material, in ‘a manner acceptable to Operator. 6of13,DDocusign Envelope ID: E2D 101A7-ED40-47B5-ASES-F7S4COGF6015 Licensee shall contain and dispose of any material considered tobe toxic under applicable state and federal laws in the manner required thereby. The disposal of toxic material shall be the sole responsibility, ability and expense ofthe Licensee. Operator shall have the right to intervenein the Interest ofthe safety of property and people atthe Center Licensee shall fully comply wth any waste recycling polices, Event Planning Guide of Operator and agrees to enforce compliance therewith by its employees, agents, contractors and invitees. Licensee shall pay for any costs incurred by Operator due to any failure by Licensee oits employees, ‘agents, contractors and invitees to comply with sid waste recycling polices, rules and regulations ‘SECTION 5. REPAIR AND RETURN OF FACILITY/REVIEW OF EVENT PLANNING GUIDE/EVENT RULES. 5A REPAIRAND RETURN OF FACILITY Licensee shall have the right, upon request to Operator, to conduct an inspection with Operator, ofthe Authorized Areas tobe used by Licensee, 26 set forth herein, and any existing damages or problems found inthe inspection shall be noted in writing, Alldamage or problems noted during inspection may be repaired prior to Licensee's use of Authorized Areas ifn Operator's soe discretion, the repairs are necessary for Licensee's use of same, andthe Licensee shall pay all costs to return the Facility to Operator inthe condition in whch it existed prior tothe term of this Agreement as well as any costs to repair or replace property atthe Faclity damaged orlostin the rented space only during the term ofthis Agreement, normal wear and tear ar Operators gross negligence or wilful misconduct expected. If the Facility orany portion thereofis damaged by any act, omission, default or negligence of Licensee or Licensee's agents, subcontractors, ‘employees, patrons, invitees, guests, or any persons admitted to the Faclty by Licensee, then Licensee will pay to Operator, sum equal tothe cost ‘of repairing and restoring facility to its condition atthe commencement of this Agreement; or Licensee will atthe option and approval ofthe ‘Operator, make or cause to be made such restoration and repairs atts own expense 5.8, SAFETY PROCEDURES/REGULATIONS Licensee shall review the safety procedures, requirements and precautions st forth in the Event Planning Guide, shall fully and punctually comply ith the same, and shall instructits exhibitors, employees, and other persons with entities acting directly or inirectly under the direction, supervision, orcontrol of Licensee in sufiient degree to insure compliance with such procedures, requirements and precautions; failure to observe any ofthe same on the part ofthe Licensee, ts employees exhibitors, or any such persons or entities, or fallure by any of the same reasonably to prevent violations thereof by Licensee's or thelr own, invitees, shall be deemed to be a breach of this License Agreement by Licensee, 5.C. RENOVATIONS, Licensee acknowledges that the Centers now, or may bein the future, under renovation, expansion or remodeling, and that construction i, orn the future, maybe in progressat the Center, and that portions ofthe Center may be inaccessible during construction, renovation or remodeling, Licensee shall cause is emplayees, agents, contractors, patrons guests, licensees, and invitees, to comply with ll reasonable rules and directives of ‘the Operator and the City in connection with any construction, renovation, expansion or remodeling, including, but not limited to, keeping out of any area pasted as being restricted, and the use of alternate routes to and from areas ofthe Center open to Licensee and/or to the public Licensee ‘acknowledges that the construction, renovation, remodeling or expansion ofthe Center onthe part of the City shall not be deemed a breach ofthe City’s obligations under this Agreement. 5.0. SIGNS AND GRAPHICS, Licensee is employees, agents, contractors, patrons, guests licensees, and invitees, shall not deface, remove, block, or obscure the view of any temporary or permanent signs, graphics, posters, barricades, banners, directional markings or other similar items a the Center. 5, EVENTRULES. Licensee shall conduct business the Center ina dignified and orderly manner with full regard for publi safety and in conformity with all Rles and Regulations for Center users, including fire, safety and health rules, s may be imposed from time to time by Operator and/or local authorities, Licensee shall provide to Operator or Licensor’s review and approval ia ull and complete description of all setup (including, without limitation, any staging, lighting, video boards, andor rigging from orto the physical structure of the Facility or any fiture thereto required for the Event), electrical, communications systems, and plumbing work anticipated to be needed for the Event, andi a Licensee Event Operations Plan in ‘substantially the sameform supplied by Licensor. Licensee shall update the Plan from time-to-time as may be necessary or appropriate to address “any changesin operating conditions. Licensor reserves the rightin its sole discretion to accept the Plan, or request modifications to ensure ‘compliance with event rulesimposed by the Licensor and all other applicable Laws, regulations, codes, ordinances, orders or similar requirements ToftDecusign Envelope ID: €20101A7-ED40-47B5-ASES-F724C0BFO01S eM honS faveenirieAL ions ISURACE GA INDEMNIFICATION Licensee shall indemnity, defend and hold harmless Licensor, Operator, ASM Global Parent, In. City of Tucson, and Rlo Nuevo and thei respective officers, directors, agents, and employees the "indemnitees") from and against any anal losses, abilities, claims, damages and expenses, (including reasonable cost of investigation and attorneys’ fees) (collectively the "Losses") occuring atthe Center (whether within or without an ‘Authorized Area) caused to Operator, Licensor, Owner and/or persons and/or property in, on, or near the Center before, during o after an Event, by (Licensee's fllure to comply with any anda federal, state, foreign, local and municipal regulations, ordinances, statutes, rules, laws, Constitutional provisions, and common laws (collectively, the "Laws") applicable to Licensee's performance of this Agreement andor activities at the Center, including without limitation, health and safety laws, the Civil Rights Act, the Americans with Disabilities Act and intellectual property Laws, i) any unlawful ats onthe pat of Licensee or its oficers, directors, agents, employees, subcontractors, licensees, or invites, il the acts, errors andar omissions or the willful misconduct of Licensee ors officers, directors, agents, employees, subcontractors, licensees, or invitees i) ‘the material breach or default by Licensee ats officers, directors, agents, or emplayees of any provisions ofthis Agreement, (v) any and all rigging from or tothe physical structure ofthe Center or any fixture thereto, set-up, alterations, and/or improvements at orto the Center necessitated by andjor performed with respect tothe Event. 6.8. .NSURANCE Licensee shal, atts sole cast and expense, procure and maintain, or, if Licensee I se insured, provide the following types and limits of insurance, containing the additional insured endorsements and cancellation clause set forth herein, and applicable throughout the License Period, including any movesin and move-out days, all to Operator's reasonable satisfaction Licensee falls to provide insurance, Operator reserves the right to procure allinsurance coverage atthe Licensee's expense. (2) Commercial General Liability Policy with the addition of coverage as broad and as encompassing asthe Broad Form Commercial General Liability Endorsementin the occurrence from, including loading and unloading operations, providing coverage against claims for personal and/or badily injuryor death and property damage occurringin or upon or resulting from Licensee's use or accupancy ofthe Center. uch general liability Insurance shal include, contractual liabiliy, products/completed operations, independent contractors, ire legal liability, and, if required by event, Volunteers and Pyrotechnics caverage, Such insurance shal be prlmaty and non-contributory with any ather coverage, including the Operator's, and such insurance shall afford immediate defense and indemnification of all named additional insureds including Operator and City tothe limits of not less than One Million Dollars ($1,000,000.00) and Operator reserves the right to raquesta copy ofthe policy endorsement. (2) Commercial Automobile Liability or Business Auto Poicy with limits not less than One Million Dollars $1,000,000.00] each occurrence, combined single limit for bodily injury or death and property damage as required, (3) Workers Compensation Insurance: Coverage shall comply with al State and Federal requirements and wil bein the statutory required limits, Al ‘employees ofthe Licensee must be covered by Warkers Compensation (4) Employer's Liability Coverage: Coverage shall be placed with limits not Less than One Milion Dollars ($,000,000.00) per incident. Both the Commercial General Liability and Commercial Automobile Liability Insurance Polices described above shall include the following adltional insured ‘endorsement language: ‘SMG, ASM GLOBAL PARENT, INC, TUCSON CONVENTION CENTER, CITY OF TUCSON AND RIO NUEVO ARE NAMED AS ADDITIONAL INSURED AND ARE PROVIDED THE SAME COVERAGE AS THE NAMED INSURED, INCLUDING THE COST OF DEFENSE, AGAINST CLAIMS FOR BODILY INJURY OR DEATH AND PROPERTY DAMAGE OCCURRING IN OR UPON OR RESULTING FROM THE INSURED'S USE OR OCCUPANCY OF THE TUCSON CONVENTION CENTER, UNLESS SUCH CLAIM IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO HAVE ARISEN FROM THE SOLE AND GROSS NEGLIGENCE OR ‘THE WILLFUL MISCONDUCT OF AN ADDITIONAL INSURED.THE NAMED INSURED COVERAGE IS PRIMARY AND SHALL NOT REQUIRE CONTRIBUTION, FROM THE ADDITIONAL INSURED INSURANCE COVERAGE. ‘The cancellations clause forthe above polices and certificate(s) shall read as fllows: ‘SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT. Upon receipt of any certificate of insurance, Operator reserves the right to require the alteration ofthe above clause. The parties agree and Licensee Bof3Degree siauesttnac utespeuieu coveieye orice Ur mturentc tn we way limit the lability of Licensee. Licensee shall maintain with respect to each such policy or agreement evidence of such insurance coverage and endorsements in conformance with all the requirements ofthis Agreement. Frilure to do so shall constitute a material breach ofthis Agreement by Licensee, 6.C.\WAIVEROF SUBROGATION Licensee shall waive any and every claim against Operator, City, Rio Nuevo, and their espective agents and employees which arses or may arisen their favor during the License Period for any and all ass of, or damage to, any ofits property ifthe loss or damage is covered, or required to be covered under valid and collectible fire all risk and/or extended coverage insurance policies. Licensee's waiver shall be in adltion to, and nat in limitation or derogation of, any other waiver ar release contained inthis License Agreement with respect to any loss or damage to property of Operator or Licensee. Licensee hereby agrees to immediately provide written natice ofthe terms ofthis waver of subrogation to Licensee's respective insurance ‘company(s from whom Licensee procures fire all risk and extended insurance policies. Also, Licensee hereby agrees toimmediately provide written notice tits insurance company(s), including the company(s), necessary, to properly endorse the ire all risk and extended insurance policies so as to prevent the invalidation of Licensee's polices dueto the waiver of subrogation agreed to in this Section. 6.D.ACTS AND OMISSIONS OF THIRD PARTIES Operator shall not be liable in any way for any acts and/or omissions of any third party, including, without limitation, any ticket agency used by Operator in connection with the sale of tickets for any Event. SECTION 7, BREACH: REMEDIES “TA CURABLE BREACH: RIGHT TO CURE Licensee's failure to perform any act required hereunder, including under the Event Planning Guide, when due shal constitute a material breach of this Agreement, time beingin all cases ofthe essence If such a breach accurs more than thirty (30) days prior to the beginning of the License Period, Licensee, upon receipt of written notice from Operator, shall have ve (5) days to cure Licensee's breach by performing the act required. If such breach occurs within thirty (20) days of beginning of he License Peria, Licensee, upon receipt of written notice from Operator, sha have ‘twenty-four (24 hours to cure the breach by performing the act required. If Licensee fails so to cure its breach, Operator shall have the right to invoke any and all ofthe remedies set forth in Section 7.©. below. 17.8. OTHERMATERIAL BREACH Licensee shall also be in material breach of the Agreement upon the occurrence of any ofthe following events: -. Material waste, injury or damage tothe Center orits contents caused, permitted or threatened by Licensee or Licensee's event, or any actual or threatened physical injury to any person wha is an agent, office, employer, contractor or licensee ofthe Operator. 2. Filing by or agains the Licensee of a petition in bankruptcy or insolvency or for reorganization or arrangement or for appointment ofa receiver oF truste ofall ora portion ofthe asets ofthe Licensee; or 3. Making by Licensee ofan assignment forthe benefit of crectors. Upon occurrence of any ofthe foregoing, Operator shall have the right to invoke any orallof the remedies et forth below in Section 7c. below. 7.C REMEDIES Operator may, ats option invoke any oral ofthe following remedies, should Licensee bein breach of License Agreement: 1 Require of Licensee additonal security fr the performance by Licensee of ts obligations hereunder 2. Without further notice, terminate this Agreement and revoke the License granted hereunder, except that if termination is due toa violation by Licensee of Section 8 [i hereofand Licensee shall not have entered the Licensed Areas atthe time of such violation, Licensee shall be entitled to the return of Licensee's deposit), less any out-of pocket expenditures by Operator, the same being Licensee's sole remedy for any claim of Licensee arising from such termination by Operator; 3. Without further natice, enter and take exclusive possession of and remove ll persons and property from the Center, its facilities, ands equipment, without the necessity of resorting to any legal proceedings; 4. Bring action against the Licensee to recover any fes due to hereunder and any damages sustained by Operator. To the extent Licenseehas any gotaCots Re EO USIPEIRLERe iSunig Demos operon caer oes Say Or ce remedies herein above, Licensee hereby specitically waives such rights. Licensee represents tat ithas undertaken to obtain the advice of legal counsel orto advise itself of such rights “T..CANCELLATION BY LICENSEE In the event Licensee cancels this License Agreement prior to or duringits event, except for reasons set forth Section 10. Licensee must pay (Operator asum equal tothe Licensee Fee plus al accrued Ancilary Service Charges and Other Charges, agreeing thatthe same is. fair approximation of the advertising, clean-up, and legal charges tobe incurred by the Operator in consequence of such cancellation. Allon ‘refundable deposits pad shall be applied thereto, The Operator hereby agrees thatthe Licensee may re-book/reschedule the canceled ‘meeting/event within one year ofthe original event date. The Operator wil apply any pre-payment to the future event. that newly assigned date is also canceled, the flllcense fe is due at the time of the cancellation, ‘SECTION 8, OBLIGATIONS OF LICENSEE 8.8, COMPLIANCE WITH LAWS, Licensee shall tis own expense, promptly comply and cause its agents, servants, employees, contractors, patrons, guests licensees orinvitees to promptly comply with all laws, ordinances, orders, rules regulations and requirements of al federal, state county and city governments, departments, commission, boards and ofice having jurisdiction, 8.8. LICENSES AND PERMITS Licensees shall, atts own expense, obtain any licenses and permits required by federal, state, country, or city laws, ordinances and policies, and shall permit inspection by appropriate departments of agencies of federal, state, county or city governments ‘8.C. SERVICE CONTRACTORS Licensee shall submitto the Operator, in writing and a least fourteen (14) days prior tothe beginning of the License Period a ist ofall persons andor entities, who shall provide a service on behalf for to Licensee or Licensee's exhibitors during the License Period. Licensee shall insure that each such person and each employee of any such entity is fully protected and covered under Workers Compensation inthe State of Arizona for any injury or sickness he or she may suffer in the course and scope of his or her employment during the License Perio. 8.0 OBJECTIONABLE USES Licensee shall not use or permit use ofthe Center in any way (] whichis in violation of any laws ofthe United States the State of Arizona, the County ‘of Pima, or the City of Tucson o i which in the sole reasonable discretion of Operator or City, would bring discredit or opprobrium, an Operator or City, or would be beneath the standards of good taste and excellence prevalent locally Fireworks displays and delivery of any such equipment and materials related thereto must have prior writen approval of Operator. 8.E.NON.DISCRIMINATION Licensee, during ay event held at the Center, shal not discriminate or allow discrimination against any person, or directly orinlrecty display, circulate, publicize or mail any advertisement, notice or communication which states or implies that nay facility or service shall be reused or restricted because of sex, race, color, religion, ancestry, national origin, marital status, or disability would be unwelcome, objectionable, ‘unacceptable, undesired or not solicited, or any other bass prohibited by lav. 8.F, IQKREPORTING Rental tax of 3.196will be applied tall space rental, SECTION 9, OPERATOR'S RIGHT OF ENTRY. Licensee understands and agrees that Operator reserves the right to enter the Licensed Areas a anytime to conduct inspections, to preserve the Licensed Areas or the Center from harm, to protect the safety of personnel of Operator or ather persons, to prevent the wilful violation of any terms ofthis Agreement, orfor anyother reason inthe Operator's sole discretion, Operator being bound at all times to take reasonable steps to avoid the Alisruption of Licensee's Eventto the extent feasblein the circumstances. 10 0f13DDogusign Envelope ID: £20101 A/-ED40-47BS-ASES-F734C08F6015 10.A COPYRIGHTS AND PROPRIETARY MATERIAL LICENSEE shall obtain all necessary licenses and shall pay ll costs and fees arising from the use of copyrighted music or dramatic material, or any ‘other property subject to any trademark, patent or other proprietary right whichis used or incorporated in the event. Licensee shall indemnify, defend and hold Operator and Authority harmless from any liability, claims or costs, including attorneys Fes arising from the use of any such materials or any claim of infringement or violation of the rights of the owner. 10.8. APPLICABLE LAW ‘Any action by one party to this License Agreement against the other arising out ofthis Agreement or of conduct, acts or activities f the parties hereunder willbe governed by Arizona law and may be prosecuted only inthe state of Arizona 10.C. ATTORNEY FEES In any ction proceeding brought to enforce any provision of the Agreement oro seek damages fora breach of any provision hereof, or where any provision hereotis validly asserted asa defense the prevailing party shall be entitled to recover reasonable attorney's fees in addition to any other available remedy. 10.0, DELIVERY OF NOTICES AlLnoties shall bein writing, Notices to Licensee from Operator, for breach af this Agreement, shall be delivered by Federal Express, UPS, United States registered or certified mail, messenger service or any similar type service to Licensee, atthe address provided inthe Summary of Basic Terms for atany of the office designated in writing by Licensee and provided to Operator. ‘Such notice, addressed as set forth above, willbe deemed to have been given to Licensee, upon delivery to Licensee's address. Operator's receipt of proof of delivery from the respective delivery service shal be deemed proof of receipt of such notice by Licensee ll other notices, requests, demands, instructions, or any other communications to be given to any party hereunder shall be in writing, sent by FirstClass Mal TOOPERATOR: SMG ‘Attention: General Manager Tucson Convention Center 2605. Church Avenue Tucson, Arizona 85701 ToLICENSEE: At the address st forth in the Summary of Basic Terms. Notice shall be deemed to have been given upon the deposit of samen any United States mal past office box, with postage prepaid, addressed as setforth above, Addresses for the purposes ofthis paragraph may be changed by giving written notice of such changein the manner provided herein fr giving notice. Unless and until written notice i received, the last address stated herein shall be deemed to continue in effort forall purposes hereunder. 10.6, FORCE MAJEURE If the Centr is damaged from any cause whatsoever or if any other causality or unforeseeable cause beyond the control ofthe parties, including, ‘without limitation, acts of God, fires, floods, epidemics, pandemics, quarantine restrictions imposed by government officials, terrorist acts, stker or labor disputes (though nat ofthe employees ofthe Licensee), failure of public utilities, or unusually severe weather, prevents occupancy and use, oF either, as granted inthis Agreement, then the partes shall be relieved of ther respective obligations hereunder. Inthe event performance is excused In accordance withthe foregoing provisions, Licensor shall refund toLicensee any deposits pald by licensee, less any reasonable costs and expenses ‘Which have been incurred by licensor up tothe time further performance s excused. 10 PARTIAL INVALIDITY Hany provision of this License Agreements declared invalid or enforceable, the remainder ofthe provisions shall continue in ull force and effect to the fullest extent permitted by law, 10.6 ASSIGNMENT: SUBLETTING LICENSED AREAS. Licensee shall not assign this License Agreement or any interest herein or permit the use of the Licensed Areas or any part thereof by any party Licensee shall not sublet or sub-license any ofthe Licensed Areas without the prior written consent of Operator, except that Licensee shall have the right to permit its exhibitors, fany, to use the licensed areas in conjunction with Licensee's Event, Any purported assignment by Licensee shall be tn ofa3DDocusign Envelope tb: £20101A7-ED40-47B5-ASEE-F734C 086015 and void. Any substantive change inthe nature of Licensee's event, without the prior ritten consent of Operator, shall be and constitute a material breach ofthis Agreement. Operator shall have the ight to assign this License ‘Agreement to any successor over or manager ofthe Centr 10.H, AMERICANS WITH DISABILITIES ACT (ADA City warrants that itisin compliance with the Americans with Disabilities Act (ADA) and all regulations thereunder andl acknowledges and agrees that Operators responsibie forthe permanent building access accommodations suchas, but not limited to, wheelchair ramps, elevator standards, {door width standards and restroom accessibility. Licensee acknowledges iti responsible for non-permanent accessibility requirements, suchas, but not limited to, seating accessibility, auxiliary aids forthe visually impaired, hearing impaired and mobility impaired. 10.1, SECTION HEADINGS Section headings, numbers, eters, and emphasis marks have been inserted for convenience of reference only, andifthere shall be any confit between any such headings, numbers, eters, or emphasis marks and the text of this License Agreement, te text shall contol 10.4, SuRUIva ‘The indemnification provisions set forth inthis License Agreement and all provisions hereof which by thelr terms must necessarily be performed after the termination or expiration ofthis License Agreement shall survive auch termination or expiration. 10,K. EFFECTIVE DATE OF LICENSE AGREEMENT ‘The effective date ofthis License Agreement shall be the date tis executed by the Operator. 10... AMENDMENTS TO AGREEMENT ‘This Agreement, with the exception ofthe Event Planning Guide herein incorporated, may not be amended or modified except in writing signed by the parties; provided, however, that Licensee should verbally request and amendment tothe terms set forth inthe Summary of Basic terms and Operator agrees to such change and confirms the same in writing to Licensee, said change shall be incorporated int this Agreement and have the sameeffect asa signed amendment hereto. 10M. LIMITATIONS ON DAMAGES Neither Operator nor City willbe liable for, and Licensee hereby waives, any special, consequential, incidental, indirect or ancillary damages arising in any way ofthe formation, termination, performance or non-performance ofthis License Agreement, or the Licensee's use or non-use ofthe Center. 20.N. ELECTRONIC COMMERCE, ‘Any acceptance, execution or validation ofthis Agreement or any communication or notice required thereunder or hereunder, shall be manually signed and delivered either by hard copy, telephone facsimile "fax" or scanned and sent va electronic mall. No purported offer, acceptance, ‘counteroffer, or binding agreement in connection with ths transaction shall be made by automates agent, electric agent, electronic signature (other ‘than afexed or scanned signature set forth abave, telephonic voice mal, or sound recording, This section cannot be waived except by manually signed, written consent of both partes, 10.0. NO.ORAL AGREEMENTS IT IS EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT NO OFFICER, DIRECTOR, EMPLOYEE, AGENT, REPRESENTATIVE OR SALES PERSON OF EITHER PARTY HERETO, OR OF THE OWNER OF THE CENTER OR ANY THIRD PARTY, HAS THE AUTHORITY TO MAKE, HAS MADE OR \WILL BE DEEMED TO HAVE MADE, ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT, GUARANTEE, OR PROMISE WITH RESPECT TO THE FINANCIAL SUCCESS OR PERFORMANCE, AND/OR OTHER SUCCESS, OF THE EVENT, LICENSEE HEREBY ACKNOWLEDGES AND AGREES THAT ANY [ASSESSMENT OF THE FINANCIAL SUCCESS OR PERFORMANCE, AND OR/ OTHER SUCCESS, OF THE EVENT IS SOLELY THAT OF THE LICENSEE'S OWN, DETERMINATION AND JUDGMENT. 120f13owe 9 [4A Its: General Manager OPERATOR, SMGas managing agent for City of Tucson LICENSEE SPECIFICALLY ACKNOWLEDGES RECEIPT BY LICENSEE, PRIOR TO THE EXECUTION OF THE FOREGOING AGREEMENT, OF A COMPLETE COPY (OF THE EVENT PLANNING GUIDE REFERRED TO AND INCORPORATED THEREIN. September 9, 2024 | 12:55 pw eoT Date: LICENSEE: Trump 47 Committee, Inc DATED: 9/6/2028 kbc 130/13