1. Exhibition Objectives
To promote interest in, and demand for, vertical flight aircraft and vertical flight related products and services, as well as aviation related products and services.
2. Trade Show/Exposition Management
The HAI HELI-EXPO® annual trade show and exposition (the “Show”) is produced by and is the property of Helicopter Association International, hereinafter referred to as “HAI” or “Association.” HAI will provide all trade show/exposition management functions.
3. Exhibitor Representative Responsibility
Each exhibiting company (“Exhibitor”) must name at least one person to be the official representative and responsible party for such Exhibitor (“Exhibitor Representative”). The Exhibitor Representative will receive all relevant materials relating to the HAI HELI-EXPO 2020. The Exhibitor Representative shall be authorized to enter into any binding agreements in connection with the Show and/or as may be necessary for fulfillment of obligations to HAI and to other contractors, subcontractors, and consultants.
4. Acceptance of HAI Rules and Regulations
The HAI Rules & Regulations incorporate by reference the Exhibitor Planner, the Application for Space, all other directions issued or to be issued by HAI, Helicopter Foundation International (“HFI”), or Global Experience Specialists (“GES”), and the policies and criteria established by the City of Anaheim (“City”) or the Anaheim Convention Center (“ACC”), including the ACC Policies, Rules and Regulations (available at https://www.anaheim.net/1117/Anaheim-Convention-Center-Arena), for the use of the facilities under the jurisdiction of the City (collectively, the “Agreement”). Exhibitor shall comply with all applicable federal, state, county, and local laws and ordinances. To the extent there is an inconsistency between the HAI Rules & Regulations and any document incorporated by reference, the rule imposing a greater obligation on the Exhibitor shall apply and take precedence. By submission of an Application for Space, the Exhibitor (a) agrees to abide by such HAI Rules & Regulations; (b) signifies that it understands and agrees that its right to the use of space allocated to it for HAI HELI-EXPO 2020 by HAI’s management (“HAI Show Management”) is contingent upon Exhibitor’s cooperation with HAI Show Management and compliance with the HAI Rules & Regulations; (c) warrants that the representations made by Exhibitor in its Application for Space, and all other representations made by Exhibitor to HAI Show Management, are true, accurate and complete; (d) warrants that it either possesses or will possess as of the first day of HAI HELI-EXPO 2020, all licenses, certifications, and permits as may be required under federal, state, county, or local laws or regulations of the state and locality in which the Show is being held; (e) warrants that it possesses all insurance required by the HAI Rules & Regulations, and (f) that the person submitting the Application for Space on behalf of the Exhibitor is authorized to do so and authorized to bind the Exhibitor to the commitments and obligations set forth in the HAI Rules & Regulations. Also, by submission of an Application for Space, Exhibitor agrees that its violation of the HAI Rules & Regulations shall be grounds for termination of Exhibitor’s right to the use of space allocated to it by HAI Show Management and forfeiture of all fees paid by Exhibitor for HAI HELI-EXPO 2020, and such other remedies as may be appropriate in HAI’s sole discretion. Violating Exhibitors will be ineligible for HAI HELI-EXPO 2021 Lotteries 1 and 2, and/or the violating Exhibitor’s placement on the show floor will be subject to change in HAI’s sole discretion. The Exhibitor Planner and the HAI HELI-EXPO 2020 website represent a good-faith attempt by HAI to describe HAI HELI-EXPO 2020 to prospective exhibitors. HAI is not responsible for errors contained therein. Because there are many details and aspects of HAI HELI-EXPO 2020, the Exhibitor Planner is not warranted to be complete. Prospective exhibitors are expected to contact HAI for further information. All matters and questions are subject to the discretion of HAI Show Management. In addition, while the Exhibitor Planner and the HAI HELI-EXPO 2020 website represent HAI’s good-faith effort to describe its plans for HAI HELI-EXPO 2020, the information and rules contained in the Exhibitor Planner and website are subject to change at any time by HAI Show Management and such changes shall be binding upon Exhibitors. Moreover, the policies and Rules and Regulations of the City may change from time to time and such Rules and Regulations, as changed, shall be binding on each Exhibitor. HAI reserves the right to change the HAI HELI-EXPO 2020 content, timing, speakers, or venue, without notice or liability to Exhibitor.
5. Exhibit Eligibility
Exhibits shall feature products or services related to the design, operation, or servicing of manned and/or unmanned vertical lift aircraft. HAI reserves the right to deny space to any company whose products and services are not directly related to vertical aviation operations or activities. HAI reserves the right to determine the eligibility of a company or its product for inclusion in the exhibits, and reserves the right to remove or modify exhibits that, because of noise, method of operation, materials, or for any other reason, become objectionable to HAI. HAI also reserves the right to prohibit or remove any exhibit that, at HAI’s sole discretion, does not meet the exhibit eligibility criteria of this Section 5 or may detract from the general character of the Show as a whole. HAI also reserves the right to prohibit any Exhibitor or any of its officials, officers, directors, employees, agents, contractors, subcontractors, representatives, patrons, guests, or invitees from exhibiting in or attending the Show that, in HAI’s sole discretion, demonstrated unprofessional behavior during a prior HAI HELI-EXPO annual trade show and exposition. HAI reserves the right to require an Exhibitor to modify or remove exhibits, even after they are on the Show floor. In such event, neither HAI nor HFI shall be liable to any Exhibitor for any refund of exhibit fee, expenses incurred by the Exhibitor, or any cost, damage, expense or loss of revenue. The acceptance or rejection of any company or product for exhibit space does not constitute or imply endorsement of or judgment about the merit of the company or its product(s) or service(s).
6. Booth/Space Assignment
Assignment of space is determined by two separate lotteries (click here for more information). Every effort will be made to accommodate each Exhibitor’s preferred location; however, HAI cannot guarantee placement in any space selections requested by Exhibitors. HAI reserves the right to assign space subject to such parameters as booth size and design, maximum attendee traffic flow, and relationship to similar exhibits.
7. Show Materials
Exhibitors will be listed in the HAI HELI-EXPO 2020 Show materials by the organization’s name, exactly as provided by the Exhibitor under “Exhibiting as Company Name” on the Application for Space. If a different listing is preferred, notification must be provided in writing to the HAI Show Management by November 7, 2019 — restrictions do apply.
9. Booth Specifications and Height Restrictions
All exposed parts of any display must be finished so as to be in good working condition, safe, and consistent with the general character of the Show. HAI may order draping at the Exhibitor’s expense, for units with exposed wire structures, electrical wires, etc., along an aisle or at the edge of booths. Such exposure usually occurs when the Exhibitor has not clearly thought out the layout of Island Displays, or with units that sit out from the back wall/drapes and/or curve toward the front of the booth (pop up exhibits), and are usually, but not necessarily, located at the end of an aisle. All display material and demonstrations must be confined to the limits of the Exhibitor’s purchased display space. Normal aisle traffic cannot be interfered with at any time, for any reason. Only rotor blades may extend into aisles (such extensions must be over 7′ from the ground and may not extend more than 5′ into aisles). Hardback booths must be designed to provide a minimum of 9″ clearance to the rear booth line for access to electrical service. If access to electrical equipment is not available, electric power may be denied. No products, equipment, or booth construction may be placed in such a way as to obstruct the view of neighboring exhibits from visitors passing through the aisles, as determined by HAI Show Management. No part of the exhibit or other materials may be posted, nailed, or otherwise affixed to walls, doors, or other surfaces in a way that might damage, mar, or deface the exhibit area premises, booth equipment, or furnishings. Exhibitors must surrender exhibit space in the same condition as at the commencement of occupation. Exhibitors are responsible for the removal and proper disposal of all exhibit-related trash including, but not limited to, crates, lumber, unused packing materials, and shall place all such trash and unused packing materials in designated receptacles. Exhibitor shall be solely responsible for any damage to the premises caused by Exhibitor or Exhibitor’s officials, officers, directors, employees, agents, contractors, subcontractors, representatives, patrons, guests, or invitees, or for any cleanup required to return Exhibitor’s exhibit space to the same condition as at the commencement of Exhibitor’s occupation, and Exhibitor shall pay for any damage to HAI or the property owners upon written demand.
10. Booth Staffing
Exhibits shall not be dismantled before 4:00 p.m. Pacific time on the final day of the Show. Early dismantling may result in Exhibitor being charged a fine and ineligibility for future lottery drawings. Booths must be staffed during the hours of the Show as stated in the Exhibitor Planner.
11. Delivery and Removal During Show
No delivery or removal of any portion of an exhibit will be permitted during days of the Show without permission of HAI Show Management.
Exhibitors may withdraw from the Show subject to the following conditions and restrictions: (a) Exhibitor shall give HAI Show Management written notice of its intent to withdraw all, or part of, Exhibitor’s assigned exhibit space and shall be subject to the following cancellation fees (which may be made by HAI at any point in time during or after the Show): (i) Prior to October 4, 2019, a cancellation fee of 25% of the total booth rental will be retained by HAI; (ii) If the Exhibitor provides notice of cancellation/withdraw between October 5, 2019 and November 1, 2019, a cancellation fee of 50% of the total booth rental will be retained by HAI; and (iii) If notice is received on or after November 2, 2019, no refund will be made.; (b) Exhibitors cancelling an entire exhibit shall release their hospitality suites reserved with the hotels listed in the HAI housing block; (c) If HAI does not receive complete payment by the stated deadlines, HAI will assume that the Exhibitor has cancelled the space; (d) Reductions that result in open space that HAI Show Management is unable to sell may result in booth reassignment for an Exhibitor reducing the size of its booth; and (e) With respect to Applications for Space submitted after the November 1, 2019, cancellation deadline are not eligible for any refund, but Exhibitor will be eligible for Lottery 1 of HAI HELI-EXPO 2021, if Exhibitor notifies HAI, in writing, before January 2, 2020, of its intent to withdraw from the Show. This will allow HAI Show Management time to relocate another Exhibitor to the space or plan a use for the empty space. Cancellation fees or booths that do not receive a refund are not able to be applied as a credit toward current or future year fees.
13. Sharing/Subletting of Space
Each exhibiting company or division thereof must submit a separate Application for Space. Each exhibiting company is required to purchase a minimum of 100 net square feet. Exhibitors shall not assign, sublet, or share the whole, or any part of, exhibit space (“sharing space”) purchased without the knowledge and prior written consent of HAI Show Management. The display or advertising of a third party’s product constitutes sharing space. Failure to receive written consent from HAI to share exhibit space in advance (including displaying the advertising of another company’s product or service) may result in the removal of Exhibitor(s) from the exhibit space or an additional exhibit charge of $2,950 per 10′ × 10′ space and/or $3,600 per 20′ × 40′ static space, per company, per space. If Exhibitor(s) sharing space is not a member of HAI, the charge per company will be $4,150 per 10’ × 10′ exhibit space and/or $4,700 per 20′ × 40′ static space.
14. Fault of Occupancy
Any Exhibitor failing to occupy reserved space by 3:00 p.m. Pacific time, January 27, 2020, shall forfeit the space without reimbursement. Exhibitors arriving after this time must contact HAI Show Management to determine if space is available and, if so, to schedule their move-in. Exhibitors arriving late may be given booth space different from their original assigned space at the discretion of HAI Show Management and may be required to wait until after the exhibit hall closes in order to move-in.
15. Unoccupied Space
HAI shall have the right to use any unoccupied space beginning at 3:00 p.m. Pacific time, January 27, 2020 to suit its own convenience, including relocating an exhibit or selling the space to another Exhibitor without any rebate or allowance to the defaulting Exhibitor. HAI assumes no responsibility for having included the name of the defaulting Exhibitor, or description of company products/services in any printed or electronic materials related to the Show.
16. Distribution of Materials
Publications and advertising material of any description may be displayed and distributed only within the display space(s) assigned to the Exhibitor presenting such material. No Exhibitor is permitted to distribute materials outside of their assigned exhibit space. Exhibitors are not permitted to display or distribute advertising materials, of any description, booth-to-booth. Materials distributed to other booths will be confiscated.
17. Direct Selling
Selling on the Show floor (payment received and product or service delivered on-site) is prohibited except where specifically authorized in writing by HAI Show Management in advance. Exhibitor bears sole responsibility, including cost, to obtain all licenses and permits necessary for conducting such business in the state and locality in which the Show is being held.
18. Canvassing and Solicitations
Except by exhibiting companies within their respective assigned booth(s), canvassing and solicitations are prohibited outside the ACC. Canvassing by Exhibitors outside their assigned booth(s) is prohibited except where specifically authorized in advance, in writing by HAI Show Management. Examples include but are not limited to dropping promotional materials in booths, publication bins, food courts, etc. Solicitations for charitable contributions of any kind are not permitted unless approved in writing by HAI in advance. HAI must receive requests for direct selling, canvassing, and solicitation activities before November 7, 2019.
19. Badges & Show Floor Access
Exhibitor badges are required for access to the exhibit halls during move-in, show days, and move-out. Exhibitors may use their badge allotment for exhibit staff only. HAI HELI-EXPO 2020 exhibitor badges are for the use by one individual for the duration of the show and are non-transferrable.
If Exhibitor utilizes the services of an Exhibitor-Appointed Contractor (EAC) or third-party contractor during official show hours, Exhibitor must provide exhibitor personnel badges for those personnel. During hours other than official show hours, approved EACs are required to wear set-up and teardown security wristbands.
- Exhibitor badges allow access onto the show floor during move-in, show days at 8:00 a.m., and move-out.
- Attendee badges allow access only during show hours.
- Press badges allow show floor access 1 hour before and 1 hour after show floor hours during show days.
20. Dress Code
Persons under the control of Exhibitor must be appropriately attired at all times. Exhibitor agrees to comply with any request made by HAI with respect to change in Exhibitor’s attire, if in HAI’s sole determination, the attire of an Exhibitor is not appropriate.
21. Copyrights, Music Licensing, and Noise Levels
Exhibitor warrants and represents that no music, literary or artistic work or other property protected by copyright, nor the name of any performing individual or group protected by trademark, will be performed, reproduced, or used by Exhibitor for its exhibit during HAI HELI-EXPO 2020, unless Exhibitor has previously obtained a license from the copyright or trademark holder. Exhibitor acknowledges that if events require the use of live or recorded music protected by U.S. copyright laws, such performances will not be permitted at HAI HELI-EXPO 2020 without prior written approval from HAI Show Management. Exhibitor shall be responsible for obtaining required licenses including but not limited to licenses from any or all of ASCAP, BMI, or SESAC. Exhibitors failing to comply with this rule will solely be responsible for all fees due to music licensing agencies. Exhibitor agrees to defend, indemnify, and hold harmless HAI and its affiliates, officials, officers, directors, members, employees, contractors, subcontractors, agents, representatives, and related organizations (including HFI) and their officials, officers, directors, employees, contractors, subcontractors, agents, and representatives, against any and all expenses, damages, claims, suits, losses, actions, judgments, liabilities, and costs whatsoever (including reasonable legal fees) arising out of, connected with, or resulting from, any failure by Exhibitor to possess the proper licenses for use of live or recorded music, literary or artistic work, or other property protected by copyright or trademark. No artistic performance shall be broadcast or televised or in any manner recorded for reproduction without prior written agreement of HAI.
Excessive sound can be offensive and distracting. Each Exhibitor is responsible to create and maintain an atmosphere that is conducive to conducting business, without excessive noise. Any audio equipment, whether in the booth or as part of the display, may not exceed a reasonable sound level, as determined by HAI Show Management in its sole discretion. Further, any use of enhanced sound systems (including, but not limited to, the use of live bands) requires prior written consent by HAI. Exhibitors shall comply with the following to ensure the appropriate business atmosphere for HAI HELI-EXPO 2020:
- Self-supported audio equipment must be directed inwardly, toward the Exhibitor’s exhibit, as opposed to outwardly toward aisles or neighboring exhibits.
- Audio equipment must not violate the height restriction applicable to the Exhibitor’s booth.
- At any time, if sound levels are determined by HAI Show Management in its sole discretion to be excessive and/or distracting to other Exhibitors, or otherwise undesirable, HAI Show Management shall have the right to take action that it deems appropriate in the circumstances. Such actions may include, but are not limited to, requiring Exhibitor to reduce the sound or limit its duration, or disconnecting electrical service of the Exhibitor generating the sound.
22. Food and Beverage
Exhibitor shall not bring into the ACC, or any of its facilities, any food, whether prepared or unprepared or beverages of any kind whatsoever, including but not limited to alcoholic beverages, without the prior consent of HAI and the City. Exhibitor shall not sell or serve beverages or food from its booth space that competes in any way with the food and beverage service of the ACC, which shall have the sole authority to give approval for the service of food or beverage. Exhibitor shall solely be responsible for payment of fees/charges imposed by the ACC or their designated provider for distribution of such food or beverages.
23. Property Left on Premises
HAI reserves the right to remove or have removed from the ACC all effects of Exhibitor remaining after February 1, 2020 and, at HAI’s sole discretion, to store, to dispose of or have stored these effects wherever HAI, HFI, GES, or the City sees fit. HAI shall not be liable in any way to Exhibitor on account of so removing or storing these effects. Exhibitor shall be responsible for any storage and/or disposal costs.
24. Outside Exhibits and Activities
Exhibitor agrees, subject to expulsion of its exhibit from HAI HELI-EXPO 2020, not to take advantage of the Show to exhibit products, or services, or to promote or otherwise exploit Exhibitor, its product(s) or product name(s) outside the premises of the ACC , or any of the hotels listed in the HAI housing block, during the period of the trade show. Exhibitor shall not entertain visitors during HAI HELI-EXPO 2020 programs or exhibit hours in a rented function room or facility, or to otherwise induce visitors away from any HAI-sponsored activities.
25. Fire Regulations
Smoking is not permitted inside the ACC meeting rooms, public areas (e.g. restrooms, concourses, etc.), or exhibit hall at any time. Absolutely no storage is allowed in the electrical alleys located behind or between booths or behind drapes in the back of booths. Literature for display or distribution shall be limited to a one-day supply. Reserve supplies of literature must be stored outside the facility. Combustible waste, such as broken crates, empty boxes, packing materials, etc., shall not be stored in the exhibit halls, meeting rooms, or exit areas. All curtains, bunting, draping, etc. must be made of flame-retardant materials. Exhibitors shall comply with all federal, state, and local fire and building codes that apply to places of public assembly (see the prevailing N.F.P.A. Life Safety Code 2000 — available for purchase and downloading at www.nfpa.org) and with the Fire Prevention Rules and Regulations of the City as outlined in the ACC Policies, Rules and Regulations, which will be available in the Exhibitor Services Kit. Firefighting and emergency equipment may not be hidden or obstructed, including fire extinguishers, strobes, fire hose cabinets, fire alarm pull stations, and standpipes. All emergency exits, hallways, and aisles must be kept clear and unobstructed. Fire lanes must be maintained at all times on the loading dock. Exhibitors should be aware that state, local or municipal codes may impose requirements regarding the minimum or maximum fuel levels applicable to aircraft to be used in exhibits, and that these codes may vary. While some codes require fuel tanks to be topped off, others require fuel tanks to be purged and capped. Exhibitors shall ascertain and comply with all applicable codes, Rules and Regulations of the state, locality or municipality in which the event will take place.
26. Liability and Indemnification
(i)EXHIBITOR AGREES TO ASSUME ALL RISK AND LIABILITYAND TO HOLD HARMLESS HAI, HFI, THE STATE OF CALIFORNIA, THE CITY, ACC, AND THEIR OFFICIALS, OFFICERS, DIRECTORS, MEMBERS, AFFILIATES, AGENTS, SERVANTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, SUBCONTRACTORS, AND CONSULTANTS FROM AND AGAINST, ANY AND ALL CLAIMS, DEMANDS, DEFENSE COSTS, LIABILITIES, JUDGMENTS, LOSS, EXPENSES, OR DAMAGES OF ANY KIND OR NATURE ARISING OUT OF OR IN CONNECTION WITH:
(A) DAMAGE, FIRE DAMAGE, THEFT, DESTRUCTION, OR LOSS OF ANY PROPERTY BELONGING TO OR IN THE POSSESSION OR CONTROL OF EXHIBITOR AND ITS OFFICIALS, OFFICERS, DIRECTORS, MEMBERS, AFFILIATES, AGENTS, SERVANTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, SUBCONTRACTORS, CONSULTANTS, PATRONS, GUESTS, OR INVITEES (THE “COVERED EXHIBITOR PARTIES”),
(B) ANY INJURY (INCLUDING BODILY INJURY OR DEATH) TO ANY OF THE COVERED EXHIBITOR PARTIES, AND/OR
(C) DAMAGE, FIRE DAMAGE, THEFT, DESTRUCTION, OR LOSS OF ANY PROPERTY BELONGING TO HAI, HFI, GES, THE CITY, OR ACC, RELATING TO, ARISING OUT OF, CAUSED BY, OCCASIONED BY, OR IN CONNECTION WITH (I) THE EXHIBITOR’S PARTICIPATION IN OR PRESENCE AT HAI HELI-EXPO 2020, INCLUDING BUT NOT LIMITED TO EXHIBITOR’S INSTALLATION, REMOVAL, MAINTENANCE, OCCUPANCY OR USE AT THE ACC PREMISES, OR ANY PART THEREOF; (II) ANY ACT OR OMISSION OF ANY OF THE COVERED EXHIBITOR PARTIES, OR (III) EXHIBITOR’S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THE HAI RULES & REGULATIONS, INCLUDING, BUT NOT LIMITED TO, ALL OBLIGATIONS INCORPORATED BY REFERENCE, SUCH AS THE ACC POLICIES, RULES AND REGULATIONS.
EXHIBITOR IS SOLELY RESPONSIBLE FOR DAMAGE TO THE ACC PREMISES CAUSED BY ONE OR MORE OF THE COVERED EXHIBITOR PARTIES.
THE FOREGOING SECTION 26(I) SHALL NOT APPLY TO THE PORTION OF LIABILITY ATTRIBUTABLE TO THE NEGLIGENCE OF HAI; HOWEVER, TO THE EXTENT HAI HAS ANY LIABILITY TO EXHIBITOR UNDER THIS AGREEMENT, SUCH LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY EXHIBITOR TO PARTICIPATE IN THE SHOW.
(ii) The Exhibitor shall indemnify, defend (at HAI’s option), and hold harmless, HAI, HFI, GES, the City of Anaheim, and/or the ACC, and their officials, officers, directors, members, affiliates, agents, employees, representatives, contractors, subcontractors, agents, or consultants (also referred to as “INDEMNIFIED PARTIES”) from and against any and all claims, lawsuits, judgments, demands, actions or causes of action, costs, penalties, liabilities, expenses, governmental charges or fines, fees (including attorneys’ fees), or damages, of any kind or nature (including but not limited to property damage and bodily injury, including death or property loss or damage) relating to, arising out of, caused by, occasioned by, or in connection with (i) Exhibitor’s participation in or presence at HAI HELI-EXPO 2020 and/or use of the ACC, including but not limited to Exhibitor’s installation, removal, maintenance, occupancy or use at the ACC premises, or any part thereof; (ii) any act or omission of the Exhibitor or any of its members, officials, officers, directors, affiliates, employees, agents, representatives, contractors, subcontractors, representatives, servants, assigns, patrons, guests, or invitees, or (iii) Exhibitor’s breach of any of the terms or provisions of the HAI Rules & Regulations.
27. Insurance and Certificate of Insurance Requirements
Without limiting the rights to indemnification in Section 26, Exhibitor shall maintain, at Exhibitor’s sole expense, any and all necessary insurance coverages for Exhibitor and any other individual or entity, including contractors and sub-contractors, Exhibitor retains for activities related to HAI HELI-EXPO 2020, for the entire duration of HAI HELI-EXPO 2020 (move-in: 01/22/2020 through move-out: 02/01/2020). All coverage shall be on a primary and non-contributory basis. All carriers providing such coverage shall be authorized to transact business in the State of California. Said insurance shall cover the facilities and common areas of the ACC, including, but not limited to: all meeting rooms, exhibit halls, access ways, loading docks, parking lots, and the Arena. Exhibitor’s insurance shall name the following entities and their officials, officers, directors, affiliates, subsidiaries, agents, employees, representatives, contractors, subcontractors, and consultants as additional insureds: HAI, HFI, GES, the City of Anaheim and/or the ACC, and any other necessary party/parties required by HAI Show Management. Exhibitor’s insurance shall also provide for a waiver of subrogation in favor of the aforementioned parties and their officials, officers, directors, affiliates, subsidiaries, agents, employees, representatives, contractors, subcontractors, and consultants. Exhibitor shall provide HAI with certificates of insurance as well as copies of the endorsements adding the specified parties as additional insureds, providing waivers of subrogation, and stating Exhibitor’s insurance is primary and non-contributory at least forty-five (45) days prior to move-in. In the event of cancellation or non-renewal of insurance, Exhibitor shall provide HAI with at least thirty (30) days’ prior written notice, and ten (10) days’ prior written notice of cancellation if cancellation is for non-payment of premium. At a minimum, Exhibitor’s insurance shall satisfy the following requirements: (1) Commercial General Liability Insurance covering all operations by or on behalf of Exhibitor with limits of not less than one million U.S. dollars ($1,000,000) per occurrence and two million U.S. dollars ($2,000,000) aggregate per policy for Bodily Injury (including death) and Broad Form Property Damage. The policy shall include coverage for liabilities arising out of Premises, Operations, Independent Contractors, Products, Completed Operations, Personal & Advertising Injury, and Contractual Liability; (2) Comprehensive Automobile Liability Insurance covering owned, hired, and non-owned vehicles with a minimum bodily injury (including death) and property damage limit of one million U.S. dollars ($1,000,000) per occurrence. Such insurance shall include coverage for loading and unloading hazards; (3) (a) Workers’ Compensation Insurance, as required by California statutes, covering all of Exhibitor’s employees and agents (Exhibitor shall require all contractors to also obtain Workers’ Compensation Insurance as required by California statutes); (b) Employers’ Liability Insurance with limits of not less than one million U.S. dollars ($1,000,000) for any one accident, one million U.S. dollars ($1,000,000) for disease each employee, and one million U.S. dollars ($1,000,000) disease limit; and (4) Umbrella Liability Insurance covering excess liability over all General Liability, Automobile Liability, and Employer’s Liability policies with a limit of not less than one million U.S. dollars ($1,000,000) per occurrence. The policy shall be on a following form basis with respect to all underlying coverages. Exhibitor is responsible for payment of any retention or deductible. Exhibitor is solely responsible for safeguarding all materials, equipment, and displays. Exhibitors are strongly encouraged to obtain Business Interruption and Property Damage Insurance covering theft and damage to property for the entire duration of HAI HELI-EXPO 2020 to include shipping to and from the Show, installation, move-in, show days, dismantle, and move-out. In addition to the minimum requirements listed above, Exhibitors displaying and/or operating aircraft in conjunction with HAI HELI-EXPO 2020, whether flown to or trucked/trailered to the ACC, shall maintain additional insurance coverages for said aircraft as required by HAI, the City, and any other local or state agency. Complete details regarding aircraft operations, including insurance requirements, are outlined in HAI’s Exhibiting Aircraft & Flight Operations Guidelines/Pilot Safety Handbook. All insurance certificates and endorsements must be in a form reasonably acceptable to HAI and should be emailed to email@example.com. HAI reserves the right to review and/or modify these insurance requirements at any time.
28. Americans with Disabilities Act
Concerning the Americans with Disabilities Act (“ADA”), Exhibitor shall be responsible for and shall comply with non-permanent accessibility requirements for any activities of Exhibitor in Exhibitor’s assigned exhibit space, such as, but not limited to, auxiliary aids for the visually impaired, hearing impaired and mobility impaired. Exhibitor agrees to indemnify, defend (at HAI’s option) and hold harmless the INDEMNIFIED PARTIES from and against any and all claims, demands, costs, expenses, fees (including attorneys’ fees) or damages arising out of or in connection with an allegation that the programs or activities provided by Exhibitor pursuant to the Agreement violate the ADA.
29. Enforcement of Rules
HAI has full power of interpretation and enforcement of these rules. Exhibitors or their officials, officers, directors, affiliates, employees, agents, contractors, subcontractors, patrons, guests, invitees, or representatives who fail to comply with federal, state, and local laws or ordinances, or who fail to observe the terms and conditions of this Agreement, or who, at HAI’s sole discretion, conduct themselves in a manner inconsistent with the rights of other Exhibitors to display their products or services to attendees, or who act in an unprofessional manner or in a manner unfavorable to the image of HAI may be removed from the exhibit floor without refund or other appeal, and may be barred from future HAI trade shows and expositions. This includes persons, things, printed matter, or anything that might be objectionable to HAI. Additionally, HAI and the City retain the right to remove from the premises any and all disorderly officials, officers, directors, affiliates, employees, representatives, agents, guests, invitees, or patrons of Exhibitor and the right to eject any disorderly person or persons from the ACC or any of its facilities; in the event of the exercise of this authority, Exhibitor waives any and all claims for damages against HAI and the City on account thereof.
Exhibitor’s material violation of the HAI Rules & Regulations shall be grounds for termination of Exhibitor’s right to the use of space allocated to it by HAI, forfeiture of all fees paid by Exhibitor for HAI HELI-EXPO 2020, and such other remedies as may be appropriate. An Exhibitor whose right to the use of space has been terminated shall be required to vacate and remove its exhibit and all merchandise and personal property from HAI HELI-EXPO 2020. An Exhibitor in violation of the HAI Rules & Regulations will be ineligible for HAI HELI-EXPO 2021 Lotteries 1 and 2, and its placement on the Show floor will be subject to change in HAI’s sole discretion. Any failure, delay or forbearance by HAI in insisting upon or enforcing any provision of the HAI Rules & Regulations shall not be construed as a waiver of, and shall not prejudice HAI’s right to enforce, such provision against any Exhibitor.
31. - Jurisdiction & Governing Law
This agreement shall be deemed to have been entered into in the Commonwealth of Virginia, USA, whose body of laws shall at all times govern the interpretation and enforcement of this agreement without regard to principles of conflicts of law. Exhibitor and HAI agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to these HAI Rules & Regulations. Any claim or suit between the parties under this agreement may only be brought in and decided by the state or federal courts in the Commonwealth of Virginia, and each party hereby waives any objection to each such venue and waives any claim that such claim or suit has been brought in an inconvenient forum. The parties consent to personal jurisdiction of such courts and waive any objection to such courts’ jurisdiction. Each party shall bear its own attorney’s fees and costs.
32. Entire Agreement
The Application for Space and the remainder of the HAI Rules & Regulations, including any documents referenced herein or any attachments, constitute the entire agreement between the parties, and supersede all oral or written representations by either party or any person acting on behalf of both party, and all written agreements which may have been entered into between the parties. No modification or revision shall be of any force or effect, unless the same is in writing and approved by HAI.
The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of the HAI Rules & Regulations.
If any term, provision or covenant in the HAI Rules & Regulations is held to be invalid, void, or unenforceable, the remainder of the terms, provisions and covenants in the HAI Rules & Regulations shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
The Exhibitor may not assign or transfer its space at HAI HELI-EXPO 2020 or its rights under the HAI Rules & Regulations, in whole or in part, without prior written consent of HAI.
36. Force Majeure
The HAI HELI-EXPO 2020 may be postponed or cancelled due to an uncontrollable event, including but not limited to fire, flood, earthquake, hurricane, storm, drought, and other extreme catastrophes or weather conditions, strike, lockout, failure of or threat of failure of facilities, equipment, mechanical or utilities, national emergency, riots, terrorism, threats of terrorism, war, material or labor restrictions by any governmental authority, unavoidable casualty, industrial action, acts of God, severe curtailment of national transportation that represents a clear and adverse effect on the ability of at least forty percent of any documented pre-registered attendees to attend the event, governmental directive which would prohibit aircraft being flown into the City of Anaheim or onto the ACC premises, unavailability of the ACC premises, or any other circumstances or events beyond the control of HAI. If HAI HELI-EXPO 2020 is cancelled for any reason set forth in this Section 35, HAI may return to Exhibitor an amount not to exceed the booth space fees received from Exhibitor. The amount returned to Exhibitors will be solely determined by HAI after HAI has received its insurance recovery related to the cancellation, and shall not exceed the amount recovered by HAI through insurance less, at a minimum, HAI’s expenses and other costs. Any fees returned to Exhibitors will be in proportion relative to the booth space fees received from each Exhibitor. Except as provided in this Section 35, HAI and HFI shall not, as a consequence of HAI HELI-EXPO 2020 being postponed or cancelled, be responsible for any cost, damage, expenses, or loss of revenue that may be incurred by the Exhibitor.
37. No Waiver
No waiver or failure to exercise any right, option, or privilege under the terms of these HAI Rules & Regulations on any occasion shall be construed to be a waiver of any other right, option, or privilege on any other occasion.
38. Additional Provisions
Exhibitor shall use the ACC in a safe and orderly manner; and shall comply with all policies and directives governing the safe and orderly operation of the ACC.
Exhibitor shall not use fog, haze, smoke effect, pyrotechnic or similar devices or materials without prior written permission from HAI.
Exhibitor shall not cause or permit any nails or other things to be driven into any portion of the ACC, nor cause or permit any changes, alterations, repairs, painting or staining of any part of the premises or furnishing or the equipment thereof, nor do, nor permit to be done anything which will damage or change the finish or appearance of the ACC or the furnishings thereof by any act of Exhibitor or any of its officials, officers, directors, affiliates, employees, agents, guests, invitees, patrons, contractors, or subcontractors.
Exhibitor shall not bring to the ACC any animals, other than service animals.
Exhibitor shall not display nor permit its agents or permitted entrants to display in the ACC any drug paraphernalia.
In the event the ACC is evacuated by reason of fire, strike, picketing, job action, riot, unruly demonstration, bombing, bomb threat, or other incident posing a threat to personal safety or property, the City may cancel all or part of HAI HELI-EXPO 2020. Exhibitor hereby releases HAI and the City and their officials, officers, directors, affiliates, employees, agents, contractors, subcontractors, and representatives from any and all liability for injury, loss of life, loss of or damage to property, or other damage or loss of any nature whatsoever, economic or otherwise, suffered or sustained as a result of such evacuation, direction to evacuate, or cancellation. Exhibitor further covenants and agrees, in the event of such evacuation, direction to evacuate, or cancellation, to indemnify and hold harmless the INDEMNIFIED PARTIES from any and all claims that may be asserted by third parties for injury, loss of life, loss or damage to property, or any damage or loss of any nature whatsoever, economic or otherwise suffered or sustained as a result of Exhibitor’s activities related to such evacuation, direction to evacuate, or cancellation.
Exhibitor and its officials, officers, directors, affiliates, employees, agents, contractors, subcontractors, representatives, patrons, guests, and invitees shall observe and comply with all applicable laws, statutes, ordinances, rules, resolutions, regulations and acts of the United States, State of California, Orange County, and the City of Anaheim. The cost of Exhibitor’s compliance is the responsibility of Exhibitor. Exhibitor shall also be responsible for obtaining any and all permits or licenses required by laws, ordinances, or other rules or regulations for Exhibitor’s booth(s).
Exhibitor shall not bring upon the ACC premises any exhibit, equipment, or vehicle that, within the judgment of HAI or the City, would be, or might be, dangerous to persons or property or otherwise incompatible with the structure, systems, and furnishings of the premises, without prior written permission from HAI. Hazardous chemicals and materials, including, but not limited to, pesticides, herbicides, poisons, flammable and combustible liquids, hazardous gases, and chemicals (including oxidizers) are prohibited inside the ACC.
Gasoline, kerosene, diesel fuel, combustible gases, or other flammable liquids may not be stored (permanently or temporarily) in the ACC during an event or during move-in and move-out.
Exhibitor is responsible for removal of hazardous waste and must comply with all applicable federal, state, and local regulations. Hazardous waste includes materials that are ignitable, corrosive, reactive, toxic, or biohazards (as defined in 40 C.F.R. §261 subpart C and D). If materials are questionable, contact HAI. Exhibitor shall reimburse HAI for any and all costs or applicable administrative expenses, including costs for analysis and testing, incurred or paid by or charged to HAI for the removal and disposal of hazardous waste left in, or about, the ACC.