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HomeMy WebLinkAboutBonneville County District 93 Facility Use Agreement MOUNTAIN AMERICA CENTER OF IDAHO FALLS Facility Usage Agreement Contract No. 051822 This Agreement (the “Agreement”), entered into this 18th of May, 2022 by and between Centennial Management Group, an independent contractor retained by Idaho Falls Auditorium District (IFAD) to manage MOUNTAIN AMERICA CENTER OF IDAHO FALLS, IDAHO, hereinafter referred to as "CENTER," with an office located at 1690 Event Center Drive, Idaho Falls, Idaho, 83402, and: Bonneville County School District 93 3497 N. Ammon Rd Idaho Falls, ID 8340 Phone: 208-525 -4400 Hereinafter referred to as "CONTRACTOR". It is understood and agreed that the term CENTER will, throughout the conditions of this Agreement, refer to the duly appointed manager of MOUNTAIN AMERICA CENTER, Centennial Management Group, Inc. CONTRACTOR warrants that said use is for the following and no other purpose: Bonneville County School District 93 Graduation Ceremonies June 1st-2nd, 2023 Times: 1:00pm, 4:00pm, 7:00pm May 31st, 2024 Times: 1:00pm, 4:00pm, 7:00pm May 30th, 2025 Times: 1:00pm, 4:00pm, 7:00pm May 29th, 2026 Times: 1:00pm, 4:00pm, 7:00pm June 4th, 2027 Times: 1:00pm, 4:00pm, 7:00pm Spaces utilized for the above stated purpose will be as follows: HERO ARENA Payment for spaces utilized for the above stated purpose will be as follows: 1- Rent: $9,000 not inclusive of outside costs such as t-shirts security, police, fire, medical, stagehands, riggers, credit card fees and catering. 2- All other expenses will be charged at the rate indicated on the CENTER’S current schedule of user fees, which are hereby incorporated and made part of the contract. See attached proposal. CONTRACTOR also shall pay CENTER $0 for rehearsal day(s), and $4,500 for move-in day(s) and $0 for move-out day(s) if applicable. The first year of this agreement, the CENTER will waive all move in rental rates. If CONTRACTOR wishes to add move in days to their scheduled dates they can do so at the rate listed above. CONTRACTOR agrees to pay all reimbursable expenses required for the completion of this event according to the Schedule of User Fees in force on the date of this event. CONTRACTOR is required to provide, on demand of CENTER, documentation of qualification for NON-PROFIT status as it may relate to this Agreement. Throughout this Agreement, the term "gross ticket sales" will be defined as total ticket sales less any applicable federal, state and local admission taxes, Parking Fees, as set forth below, and a Facility Maintenance Fee, when applicable. MOUNTAIN AMERICA CENTER OF IDAHO FALLS Facility Usage Agreement 2 CONTRACTOR agrees to provide $ 4,500 NON-REFUNDABLE DEPOSIT with the return of this signed Agreement by September 1st, 2022. Thereafter, CONTRACTOR agrees to make additional deposit with CENTER at address set forth in the first paragraph of this Agreement, on September 1st, of each additional year of this year agreement. CONTRACTOR agrees to provide prior to ten days before the event, a comprehensive general liability INSURANCE policy, in which IFAD and its directors, officers, employees, insurers and agents; Centennial Management Group, Inc. (CENTER), and its parents, subsidiaries, affiliates, directors, officers, employees, insurers and agents and Diamond Concessions IF Arena, Inc. and its parents, subsidiaries, affiliates, directors, officers, employees, insurers and agents, are named as additional insureds and CONTRACTOR is named as insured, on a Certificate of Insurance, acceptable to CENTER, with minimum policy limits of: - $5,000,000 for injuries, including death, sustained by one person. - $5,000.000 for injuries, including death, sustained by two or more persons from a single occurrence. - $1,000.000 for property damage. The terms of such coverage to coincide with the dates of this Agreement, including move-in, rehearsals and move- out. Insurance policy shall contain provisions that prevent the policy from being materially changed or canceled without prior ten (10) day written notice to CENTER. Aggregate limits as they relate to the insurance requirements stated above shall be on a per event basis. All coverage and limits shall be on an occurrence basis, and not on a claims made basis. CONTRACTOR agrees to provide Center with 30 COMPLIMENTARY TICKETS for each performance covered by this Agreement. Upon CONTRACTOR request and upon receipt of specific event information supplied by CONTRACTOR, CENTER will provide an event cost estimate. This cost estimate is a good faith attempt to identify event costs. However, an event cost estimate is not a price quotation, and CONTRACTOR is responsible to CENTER for full payment of the actual costs billed to the event. ADDITIONAL COVENANTS AND AGREEMENTS: Parking: The cost of parking will be waived for this event. Ice: Any and all events may be subject to occurring on ice at CENTER’S discretion. The CENTER will provide an insulated ice floor. Attachments hereby incorporated as part of this Agreement: X Terms and Conditions Schedule of User Fees Ticket Office Rider Catering Quotation (Addendum B) Explanation of Fees Activity Schedule X Event Estimate (See attached) All conditions and regulations set forth on the attached documents are hereby incorporated as a part of this Agreement. MOUNTAIN AMERICA CENTER OF IDAHO FALLS Facility Usage Agreement 3 For CENTER: For CONTRACTOR: By _______________________________________ By _______________________________ Erik Hudson- General Manager Title _____________________________ CENTENNIAL MANAGEMENT GROUP d.b.a. MOUNTAIN AMERICA CENTER SSN# ___________________________ or FEDERAL TAX ID# ________________ Date _____/_____/_____ Date _____/_____/_____ Dr. Scott G Woolstenhulme Superintendent of Schools 82-600-1206 06 15 226 17 2022 FACILITY USAGE AGREEMENT Terms and Conditions (For the purpose of these terms and conditions, "CENTER" shall mean Centennial Management Group, Inc., an independent contractor, retained by the Idaho Falls Auditorium District ("IFAD") to manage Mountain America Center (and the other configurations locat ed within Mountain America Center.) The Mountain America Center and its associated grounds, facilities and equipment are referred to as the “FACILITY.” I.BUILDING CONTROL A.CONTROL OF FACILITY: In occupying the building, property and/or grounds at the FACILITY, the CONTRACTOR understands that CENTER does not relinquish the right to control the management thereof, and to enforce all necessary laws, rules and regulations. B.RIGHT OF ENTRY: Duly authorized representatives of CENTER may enter and/or be present within the FACILITY, including those areas to be used for the event described herein, at any time and on any occasion without any restrictions whatsoever. The entire FACILITY, including the area which is the subject of this permit, and all parking areas shall at all times be under the charge and control of CENTER. C.NON-EXCLUSIVE RIGHT: CENTER shall retain the right to use any portion of the FACILITY not covered by this Agreement. CENTER also retains the right to re-enter or use any portion of the FACILITY which becomes vacant for sufficient time to warrant doing so. CENTER shall retain the proceeds from all such actions. D.INTERRUPTION OR TERMINATION OF EVENT: CENTER shall retain the right to cause the interruption of any performance in the interest of public health or safety, and to likewise cause the termination of such performance when, in the sole judgment of CENTER, such act is necessary in the interest of public health or safety. In the case of an interruption or termination of an event, the CENTER shall retain any and all deposits made by the CONTRACTOR and retains the right to pursue such other costs, expenses or remedies as it determines are appropriate. The phrase “public health or safety” as used in these Terms and Conditions specifically includes but is not limited to issues related to the coronavirus known as COVID-19 and other such infectious diseases. E.EVACUATION OF FACILITY: Should it become necessary in the judgment of CENTER to evacuate the all or a portion of the FACILITY because of a bomb threat or for other reasons of public health or safety, the CONTRACTOR will retain possession of its contracted portion of the FACILITY for a sufficient time to complete presentation of its activity without an additional rental charge providing such time does not interfere with another FACILITY commitment. If it is not possible to complete the presentation of the activity, CENTER charges shall be forfeited, prorated, or adjusted at the discretion of the CENTER based on the situation, and the CONTRACTOR hereby waives any claim for damages or compensation from the CENTER. F.PROGRAM APPROVAL: CENTER reserves the right of approval for any performance, exhibition, or entertainment to be offered under this Agreement, and CONTRACTOR agrees that no such activity or part thereof shall be given or held if CENTER presents written objection on the grounds of: character offensive to public morals, failure to uphold event advertising claims, may jeopardize public health or safety, or violation of agreed event content restrictions agreed to by both parties at the time of the completion of this Agreement. G.DEFACEMENT OF CENTER FACILITY: CONTRACTOR shall not alter, add to, deface, repair and/or change the FACILITY in any manner whatsoever, except with the prior written consent of CENTER. The FACILITY shall be maintained and vacated, as and when required, in as good condition as they were upon entry of CONTRACTOR therein. If CENTER and CONTRACTOR agree to alter any portion of the FACLITY in any way, CONTRACTOR shall be solely responsible for the cost of restoration. CONTRACTOR shall not obscure or cover any advertising signage of CENTER without the express written consent of CENTER. H.D AMAGES: CONTRACTOR agrees to pay upon demand for all damage and/or injury done to the FACILITY, FACILITY USAGE AGREEMENT Terms and Conditions CENTER, and CENTER’S personnel by CONTRACTOR, by CONTRACTOR'S associated staff and crew, by CONTRACTOR’S agents, representatives or business invitees, by CONTRACTOR'S artist(s) and client(s), and by CONTRACTOR'S patrons. CENTER reserves the right to retain and apply the deposit and box-office receipts (if deposit is not sufficient) for such damage and/or injury, notice thereof having been given to CONTRACTOR. CENTER will provide detailed billing and accounting to CONTRACTOR when needed restoration or replacement of damaged items is completed; or, in the case of injuries to personnel, when the total cost associated with the injury is compiled. Not including normal wear and tear. I.LOST ARTICLES: CENTER shall have the sole right to collect and have the custody of articles left in FACILITY by persons attending any performance, exhibition, or entertainment given or held in the FACILITY, and the CONTRACTOR or any person in the CONTRACTOR'S employ shall not interfere with the collection or custody of such articles. J.ANNOUNCEMENTS: CENTER reserves the right to make announcements or display signage during the period of this Agreement, which would relate to future attractions and commercial messages. CENTER is also entitled to make such announcements, as CENTER may deem necessary at any time in the interest of public safety. CONTRACTOR agrees that it will cooperate and will cause its agents and performers to cooperate with the delivery of such announcements for public safety, including, but not limited to, announcements to require patrons to return to their seats, and/or No Smoking announcements. CENTER reserves the right to display posters, banners, and announcements, and to distribute literature concerning any activity it deems worthy. K.SIGNS, FLYERS, GIVE-AWAYS, AND POSTERS: CONTRACTOR will not post or allow to be posted any signs, cards, banners, or posters except upon or within such display areas as CENTER may provide or designate, nor shall CONTRACTOR pass out or give away any flyers or other items without the express written consent of CENTER. Use of such areas is a non-exclusive right. All material is subject to approval by CENTER. By such approval, however, CENTER does not accept any responsibility in any manner for content. CENTER will remove any unauthorized signs at the CONTRACTOR'S expense. L.OPEN HOURS: Doors shall be opened for event in accordance with advertised times, CENTER policy, and IDAHO State Law. M.INTERMISSIONS: CONTRACTOR agrees that every public performance, which is not staged within a single hour, will have an intermission period of not less than fifteen (15) minutes, excepting religious services or other engagements specifically excluded by CENTER’S consent in writing. CENTER reserves the right to assess a fee in advance or a penalty after the fact, if an intermission is not held due to an act or omission of CONTRACTOR, CONTRACTOR'S associated staff, crew, artists, clients, or guests. N.OBJECTIONABLE PERSONS: CENTER reserves the right to refuse admission to, eject, or cause to be ejected from the FACILITY any objectionable person or persons; and neither the CENTER nor any of its officers, agents, or employees shall be liable to CONTRACTOR for any damages that may be sustained by CONTRACTOR through the exercise by CENTER of such right. O.SECURITY: CENTER will exercise all reasonable care to safeguard property of the CONTRACTOR while in FACILITY. However, CENTER shall assume no responsibility whatsoever for any property placed in the FACILITY and is hereby expressly relieved and discharged from any and all liability for any loss, injury, or damage to persons or property that may be sustained by reason of the occupancy of the FACILITY or any part thereof under this Agreement. All security or other protective service(s) desired by CONTRACTOR must be arranged for with and by special agreement with CENTER. II.SERVICES PROVIDED A.HEAT, LIGHT, UTILITIES: During the period of this Agreement, CENTER will provide ventilation, air conditioning FACILITY USAGE AGREEMENT Terms and Conditions or heat, and overhead lighting for ordinary use, subject to a utility charge as outlined in the Schedule of User Fees in force on the date of the event. CENTER will provide, at its expense and at its discretion, continuous cleaning of corridors, public lobbies, and restrooms with necessary equipment, materials, supplies, labor, and supervision. B.ADDITIONAL SPACE: Available dressing rooms, office space and storage space will be provided by CENTER at the sole discretion of CENTER, at no cost to CONTRACTOR. All other services or conditions will be at the expense of CONTRACTOR. C.ADDITIONAL SERVICES AND STAFFING: All labor and services not specifically mentioned above (see Services Provided), but required for the execution of CONTRACTOR'S event, shall be secured by CENTER and be considered reimbursable costs payable to the CENTER by the CONTRACTOR, according to rates set forth in the Schedule of User Fees in force on the date of the event. Such services shall include, but are not limited to, those performed by technicians, changeover and event cleanup personnel, laborers, security personnel, police and fire personnel, crowd control personnel, ushers, directors and ticket takers, house manager, traffic personnel, paramedics, stage manager, technical director, house electricians, house engineers, and cashiers. In cases of special custodial services necessitated by an event, CONTRACTOR shall pay costs of these services as a reimbursable expense to CENTER. CENTER retains the right to determine the appropriate number of personnel necessary to properly serve and protect the public. All personnel provided by the CENTER shall remain employees of the CENTER and will be under direct CENTER staff supervision. D.CONTRACT SERVICES: CENTER reserves the exclusive right to furnish, install, or provide electricity, gas, water, wastewater, compressed air and steam services. Such services shall be provided on written order at the then prevailing published rates for such services. CONTRACTOR may contract with persons approved by CENTER for services not available from CENTER. E.CATERING: All catering must be performed by CENTER's preferred caterers unless agreement to the contrary is reached in writing no fewer than ten (10) days prior to the event. III.EVENT REQUIREMENTS A.TALENT CONTRACT: N/A. B.PRODUCTION REQUIREMENTS: CONTRACTOR agrees to furnish CENTER with detailed production and house requirements and/or information for CONTRACTOR's use of space(s) no later than four (4) weeks prior to the beginning of the use period. The intent of the foregoing is to enable both parties of this contract to anticipate and work out in advance any problems that might/can occur relating to CONTRACTOR's use of space(s). CENTER requires advance information in order to schedule the appropriate personnel and equipment for CONTRACTOR's use of space(s) and to compile expense estimates. C.EQUIPMENT AND UTILITIES: CENTER will provide equipment and utilities presently owned by the FACILITY at CONTRACTOR's expense as listed in the Schedule of User Fees. Additional equipment or utilities required shall be provided and paid for by CONTRACTOR. CENTER reserves the right to operate/control all equipment and utilities used for CONTRACTOR's event. D.CONTRACTOR PROVIDED EQUIPMENT: CONTRACTOR warrants that all equipment brought into the FACILITY shall be in good working order and meet applicable safety regulations. CONTRACTOR accepts responsibility for proper and safe operation, supervision and guarding of its equipment. E.PRODUCTION CONSULTING: CENTER will provide a reasonable amount of complimentary production consulting; however, a charge will be levied for any excessive demands placed upon CENTER employees. FACILITY USAGE AGREEMENT Terms and Conditions F. SCHEDULE: CENTER agrees that all load-ins, set -ups, take-downs, load-outs, and any other work calls shall be scheduled at times specified by CENTER unless CONTRACTOR has specific schedule obligations from other contract agreements that may pertain to CONTRACTOR's use of CENTER. In the absence of any such obligations and/or waivers, all takedowns and load-outs shall take place immediately following CONTRACTOR's use of space(s). Should CONTRACTOR fail to fulfill the obligations of the schedule as specified, then CENTER may remove and store all equipment and/or property belonging to CONTRACTOR at CONTRACTOR'S expense and risk. G. AUTHORIZED AGENT: An authorized representative of the CONTRACTOR, with decision-making capabilities, must be at the FACILITY and/or available to the space(s) being used by CONTRACTOR for the duration of any load-in, set-up, rehearsal(s), performance(s), take-downs, and load-out of all scheduled events, unless prior arrangements have been made with the appropriate staff of CENTER. H. PUBLIC ADDRESS SYSTEM: CENTER shall furnish, at CONTRACTOR expense, the FACILITY”S public address system as needed. This system shall be operated according to rules and regulations established by CENTER. I. ADDITIONAL EQUIPMENT: If CONTRACTOR requires additional production, stage, shop, house, and other building equipment beyond what is considered "in-house," then CENTER can and/or will rent or procure such equipment and charge to CONTRACTOR any cost associated with obtaining such equipment with an added fifteen percent (15%) service charge. If CONTRACTOR declines to have CENTER obtain such equipment, then CONTRACTOR must coordinate the use of any outside services with CENTER, and the (15%) service charge still applies. The intent of the foregoing is to ensure both parties that outside services are compatible with CENTER policies and facilities. J. TRANSPORTATION All transportation of CONTRACTOR equipment and personnel required for this event shall be the responsibility of the CONTRACTOR. K. NOTIFICATION: It is the obligation and responsibility of CONTRACTOR to timely inform the artist's management and/or client(s) contracted with CONTRACTOR of any and all general conditions, restrictions, and policies specified in this agreement. CENTER shall not be held responsible for any discrepancies, difficulties and/or charges that might occur if CONTRACTOR's artist and/or client(s) is or was not aware of CENTER's restrictions and policies. IV. CONCESSIONS AND NOVELTIES A. CONCESSIONS: CONTRACTOR shall not sell or serve any concessions including, but not limited to cigarettes, cigars, beverages, food, flowers, gum or refreshments of any kind within the licensed space except with prior written permission from CENTER. Souvenirs, programs and novelties or other similar concessions (“merchandise” concessions) may be offered for sale by CONTRACTOR in licensed space during the period of this Agreement only through prior agreement with CENTER personnel to whom such merchandise has been consigned, unless otherwise agreed to in advance by CENTER. CENTER shall designate stand locations for merchandising such items. B. SALE BY LESSEE: N/A C. SALES BY CENTER: CENTER reserves the right to sell at its discretion any of its concessions items that are appropriate to this event. All proceeds from the sale of CENTER concessions items will remain with CENTER. D. FREE SAMPLES: No free samples of food, beverage or any product may be given away or otherwise distributed without prior written approval of CENTER. V. SHIPPING AND STORAGE A. SHIPMENTS: CONTRACTOR shall not direct shipments to CENTER prior to the first set-up day as listed on the face FACILITY USAGE AGREEMENT Terms and Conditions of this Agreement without advance written permission of CENTER. CENTER reserves the right to refuse CONTRACTOR'S shipments prior to said date. B.STORAGE: CONTRACTOR assumes all responsibility for any goods or materials which may be placed in storage with CENTER before, during, or after event. C.CONTRACTOR PROPERTY: CENTER will accept delivery of property addressed to CONTRACTOR only as a courtesy to CONTRACTOR and CONTRACTOR hereby releases and agrees to hold harmless and indemnify IFAD, its officers directors, employees, insurers and agents; and Centennial Management Group, Inc. (CENTER), its parents, subsidiaries, affiliates, officers, directors, employees, insurers and agents, for loss of, or damage to, including, but not limited to, destruction of such property, in the receipt, handling, care or custody of such property at any time. CONTRACTOR further agrees to indemnify and hold harmless all of the aforesaid indemnities from all claims, lawsuits, litigation, judgments, damages and costs arising out of loss of or damage to, including, but not limited to, destruction of, such property at or in the FACILITY. Under no circumstances shall the CENTER or any of the aforesaid indemnities be considered a bailee of such property at any time, for any reason. VI.SETTLEMENT A.SETTLEMENT DATE AND TIME: Settlement shall occur on the final day of this Agreement and shall consist of CENTER remission to CONTRACTOR all ticket office receipts, after deduction of any and all CENTER charges and commissions, labor and equipment fees, all reimbursable expenses, and other appropriate fees as allowed for in this agreement. Any unused portion will be returned to CONTRACTOR with final settlement statement as soon thereafter as possible. CONTRACTOR waives all rights to that portion of the Ticket Office receipts necessary to pay reimbursable costs accrued by CENTER. Where no Ticket Office receipts are involved, CENTER shall present to CONTRACTOR a statement of expenses and either: (1) collect payment of expenses beyond sum of advance payments; or (b) return to CONTRACTOR the unused portion of advance payment. B.METHOD OF PAYMENT: All CENTER payments of ticket proceeds are made by CENTER check. If cash is required as part of the settlement, requests must be made in writing to CENTER at least three (3) working days before the event. C.DEDUCTIONS: CONTRACTOR shall be responsible for payment of any applicable federal, state, and local taxes and Facility Maintenance Fees which may be levied against the entertainment and/or activity being presented or on the admissions to such entertainment and/or activity; provided, however, that CENTER may withhold and pay any taxes or fees collected by it on behalf of CONTRACTOR which CENTER deems it is its responsibility to collect and pay, including, but not limited to, Idaho State Sales Tax, Parking Fees, and the Facility Maintenance Fees. D.COPYRIGHTS: CONTRACTOR will assume all costs arising from the use of patented, trademarked, franchised, or copyrighted music, materials, devices, processes, or dramatic rights used on or incorporated in the entertainment and/or activity being presented. CONTRACTOR shall obtain and pay for all appropriate American Society of Composers, Authors and Publishers (ASCAP), Broadcast Music, Inc. (BMI), SESAC and other similar licenses for the entertainment and/or activity; CONTRACTOR agrees to indemnify, defend, and hold harmless IFAD, its officers, directors, employees, insurers, and agents; and Centennial Management, Inc. (CENTER), its parents, subsidiaries, affiliates, officers, directors, employees, insurers and agents from any and all claims, lawsuits, litigation, judgments, costs, royalties, or damages, including, but not limited to, legal fees, which might arise from use or proposed use of any such material described above. CONTRACTOR hereby authorizes CENTER to provide information concerning CONTRACTOR’S use of the facility to such licensing bodies upon request. E.REGULATIONS AND PERMITS: CONTRACTOR agrees that CONTRACTOR and all CONTRACTOR's associated staff, crew, artists, agents, contractors, and clients connected with CONTRACTOR's use of the FACILITY shall abide by and conform to all federal, state and local laws, rules and regulations (including any applicable public health and safety regulations), and by all facility rules and regulations as provided by CENTER; and CENTER will require that FACILITY USAGE AGREEMENT Terms and Conditions its agents or employees likewise so comply. CONTRACTOR agrees to acquire and pay for all necessary licenses and permits. F.ADA: CONTRACTOR agrees to abide by, conform to and pay any and all costs associated with compliance with the Americans with Disabilities Act (the “Act”) as respects its use of the facilities. CONTRACTOR shall be responsible for ensuring that all services for individuals with disabilities as outlined in the Act are fulfilled in regard to the CONTRACTOR's event(s) defined herein, including, but not limited to special seating, signers, text provision and the like. G.AGREEMENT TO QUIT PREMISES: CONTRACTOR agrees to quit FACILITY no later than the end term of this Agreement and further agrees to leave the FACILITY in a condition equal to that at the commencement date of this Agreement. CONTRACTOR agrees that all materials pertinent to the event which are not in the possession of CENTER will be removed from the FACILITY before the expiration date of this Agreement. The CENTER shall be authorized to remove at the expense of the CONTRACTOR all material remaining in or on the FACILITY on the termination date of this Agreement. CONTRACTOR shall be responsible for payment of storage costs for such materials, and CONTRACTOR agrees CENTER shall in no way be responsible for loss, damage or claims against materials removed or stored under this provision. CONTRACTOR agrees that CENTER will have first lien on such materials for payment of costs accrued for removal and storage. VII. ADVERTISING A.LOGO: The FACILITY (including the “Theatre configuration logo”, if applicable) logo and name must appear in all media advertising. B.HONEST AND TRUE: CONTRACTOR agrees that all advertising of this event will be honest and true and will include correct information on event times, ticket prices and place of event. C.EVENT ADVERTISING: CONTRACTOR shall provide CENTER with copies of all advertising and media releases relating to the event(s) described herein at least forty-eight (48) hours in advance of the placement or release of said materials. CONTRACTOR agrees to discontinue and/or correct any advertising and announcements of the entertainment and/or activity being presented by CONTRACTOR which CENTER determines, in its sole discretion, to be dishonest, misleading, untruthful, containing incomplete information, damaging to the reputation of the FACILITY, CENTER or IFAD, or which does not accurately convey the date(s) of such entertainment and/or activity, the type of admission (general or reserved seating) and the correct ticket price(s). CENTER reserves the right to determine the time at which CONTRACTOR's event will be announced and/or released to the public. D.SALES AND USE OF ADVERTISING SPACE: All advertising space on or in the FACILITY is the exclusive property of and subject to control by CENTER, and all receipts therefrom shall accrue to CENTER. No advertising by CONTRACTOR shall be permitted, except by prior written permission of CENTER. E.ADVERTISING BILLING: The CENTER will charge CONTRACTOR gross rate less any applicable discount according to the Schedule of User fees in force on the date of the event covered by this agreement for advertising placed by CENTER on behalf of CONTRACTOR. The CENTER will not pay for advertising of an event which has been placed directly by CONTRACTOR without prior approval by CENTER and written authorization from CONTRACTOR. F.STATEMENT OF EVENT SPONSORSHIP: The use of the FACILITY by any organization, individual or group of individuals does not in itself constitute endorsement by Centennial Management Group, Inc. or the Idaho Falls Auditorium District, of that organization, individual or group of individuals, nor of any product, service, precept or tenet of any kind. Those using the FACILITY are forbidden to express or imply such endorsement in any of the programs or performances carried on in the facilities or in advertising or promotion associated with such events. A statement of true event sponsorship must appear in all advertisement of this event. The CENTER reserves the right FACILITY USAGE AGREEMENT Terms and Conditions to withhold its name or logo from any advertisement, if used in any way other than to indicate the place of the event. VIII.BROADCAST RIGHTS The CENTER reserves all rights and privileges for radio broadcasting, televising, filming, videotaping, sound recording, photographing, or any kind of reproduction of whatever nature originating from the FACILITY during the term of this agreement. Should the CENTER grant to CONTRACTOR such privilege, CENTER has the right to require payment for said privilege in addition to any rental or usage fee. Such permission must be obtained in writing in advance of broadcast date. IX. MEDIA COVERAGE A.The CENTER will honor requests from working media and photographers to photograph portions of the CONTRACTOR's event, subject to reasonable and proper restrictions, unless specifically prohibited by the CONTRACTOR. B.The CENTER reserves the right to use photographs of, and references to, event, subject to reasonable and proper restrictions, for promotion of CENTER and/or archival purposes. X.PUBLIC SAFETY A.CONTRACTOR shall at all times conduct activities with full regard to public health and safety and will observe and abide by all applicable regulations and requests by duly authorized governmental agencies responsible for public health and/or safety and with CENTER to ensure such safety. B.All portions of the sidewalks, entries, doors, passages, vestibules, halls, corridors, stairways, passageways and all ways of access to public utilities within the FACILITY shall be kept unobstructed by the CONTRACTOR and shall not be used for any purpose other than ingress or egress to and from the FACILITY. C.CONTRACTOR agrees not to bring onto or into the FACILTY any material, substance, equipment, or object which is likely to endanger the life of, or cause bodily injury, illness or infection to, any person at the FACILITY, or which is likely to constitute a hazard to property thereon without the prior approval of CENTER. CENTER shall have the right to refuse to allow such material, substance, equipment or object to be brought into the FACILTY and further shall have the right to require its immediate removal therefrom if found thereon. XI.CANCELLATION A.RIGHT TO CANCEL: CENTER reserves the right to terminate this agreement for good cause, which shall not include subsequent scheduling of a preferred event. 1.Should CONTRACTOR default in the performance of any of the terms and conditions of this agreement, CENTER at its option may terminate the same. 2.CENTER reserves the right to cancel this agreement if it receives evidence that the artist(s) and/or client(s) named in the contract or audiences of the named artist(s) and/or client(s) have violated laws, caused disturbances and/or taken any action resulting in injury at any performance and/or activity prior to the proposed appearance at CENTER. 3.Center reserves the right to cancel this agreement for health or safety reasons if the activities, or expected or anticipated activities, of the CONTRACTOR create a potential violation of any applicable health or safet y standards, including but not limited to those related to COVID-19 infection, or, if, in the sole discretion of the CENTER, such activities, or potential or expected activities, of the CONTRACTOR may create an unsafe, FACILITY USAGE AGREEMENT Terms and Conditions hazardous, or potentially infectious condition or environment for the public or the CENTER staff. 4. In the event CENTER does terminate this agreement the CONTRACTOR shall be liable for full payment of the fees accrued to point of termination and for all reimbursable expenses. The CONTRACTOR shall also forfeit any deposit made with CENTER for the event, unless otherwise determined by the CENTER. B. CANCELLATION BY CONTRACTOR: If CONTRACTOR shall cancel for any reason other than those set forth in section XII, paragraph H, or fail to take possession of or to use the facilities substantially in accordance with this agreement, unless otherwise agreed to in writing, then CENTER shall be entitled to liquidated damages equal to the minimum daily base rental, 100% of applicable ticket handling fees on the sale of tickets up to the time of cancellation, plus any other disbursement or expenses incurred by CENTER in connection with the event. C. CANCELLATION: In the case of any cancellation of any performance and/or activity, the CONTRACTOR shall have the obligation, at its own expense, to inform the public of such cancellation through regular information media. In the event of default of such obligation by CONTRACTOR as determined by CENTER in its reasonable discretion, CENTER reserves the right to make such announcements at the expense of CONTRACTOR. XII. ADHERENCE TO CONTRACT TERMS A. ALTERATION: Any alterations to this agreement must be agreed to and initialed by both parties prior to signing. B. RETENTION OF CENTER PRIVILEGES: Failure of CENTER to insist upon strict and prompt performance of the covenants and agreements hereunder shall not constitute or be construed as a relinquishment of CENTER's right thereafter to strictly enforce the same. C. NON-ASSIGNMENT: CONTRACTOR will not assign, transfer or subject this agreement or its right, title or interest therein without CENTER's prior written approval. D. SUIT TO ENFORCE: Should CENTER institute a suit or other action against CONTRACTOR as a result of CONTRACTOR's failure to comply with any terms of this agreement, CENTER shall recover all damages provided by law, all costs and disbursements provided by statute and all costs actually incurred, including reasonable attorney's fees. E. COURT ACTION: If any court having jurisdiction thereof shall find any portion of this agreement invalid, such invalidity shall not affect any other section or provision or portion of this agreement. The parties agree that the provisions of this agreement are to be deemed severable in the event of any judicial determination of partial invalidity. F. INTERRUPTIONS AND CANCELLATIONS: CENTER may without liability refuse to perform any obligation(s) otherwise arising under this agreement if performance of such obligation(s) would in any way violate or result in conflict on the part of the CENTER or CONTRACTOR with federal, state and/or local laws, or to be objectionable or contrary to public interests, or contrary to public health and safety, all such judgments to be made by CENTER in its sole reasonable discretion. G. APPROVAL OF CONTRACT: It is agreed that this agreement will not be in force until both parties have signed it. H. UNAVOIDABLE HAPPENING: In the event that (a) CENTER or any portion thereof shall be destroyed or damaged by fire or any other cause so as to prevent the use of the FACILITY for the purposes and during the periods specified herein, (b) if the FACILITY cannot be so used because of strikes, acts of God, national emergency, pandemics or other cause beyond the control of CENTER, then this Agreement shall terminate and the CONTRACTOR hereby waives any claim against IFAD, its officers, directors, employees, insurers and agents; and Centennial Management Group, Inc. (CENTER), its parents, subsidiaries, affiliates, officers, directors, employees, insurers and agents for damages or compensation by reason of such termination except that any unearned portion of the rent due hereunder FACILITY USAGE AGREEMENT Terms and Conditions shall abate, or if previously paid, shall be refunded by CENTER to the CONTRACTOR. This clause shall be invoked at discretion of CENTER. I. INDEMNITY: CONTRACTOR agrees to indemnify, defend and hold harmless IFAD, its officers directors, employees, insurers and agents; and Centennial Management, Inc.(CENTER), its parents, subsidiaries, affiliates, officers, directors, employees, insurers and agents from any and all demands, claims, suits, actions or liabilities resulting from injuries or death to any persons, or damage or loss of any property prior to, during, or subsequent to the period covered by this agreement arising from any activity undertaken by CONTRACTOR or its officers, directors, employees. contractors, or agents in performance of any terms, conditions, or promises under this agreement for the use of facilities leased or services obligated hereunder, except with respect to any such demand, claim, suit, action or liability proven to be due solely to the willful act of CENTER for which CENTER similarly agrees to indemnify CONTRACTOR. No claim or litigation shall be settled without prior written approval of CENTER. In addition, CONTRACTOR agrees to indemnify, defend and hold harmless IFAD, its officers directors, employees, insurers and agents; and Centennial Management, Inc.(CENTER), its parents, subsidiaries, affiliates, officers, directors, employees, insurers and agents from any and all demands, claims, suits, actions liabilities or expenses of any nature whatsoever arising from or out of, or relating to, directly or indirectly the infection known as COVID-19 or any other illness that may be contracted or incurred, by CONTRACTOR or CONTRACTOR’S employees, agents, patrons, guests, volunteers, affiliates or any other CONTRACTOR related parties and is related to the CONTRACTOR’S use, occupation, or activities in or about the CENTER. J. DISCRETIONARY MATTERS: N/A K. IDAHO LAW: The validity, construction and effect of this contract shall be governed by the laws of the State of Idaho. XIII. CIVIL RIGHTS CONTRACTOR agrees not to discriminate against any employee or any applicant for employment because of race, religion, sex, martial status, age, disability, or national origin and further agrees to likewise not discriminate for those same reasons against any persons relative to admission, services or privileges offered to or enjoyed by the general public. XIV. COMPLETE AGREEMENT All terms and conditions of this written agreement shall be binding upon the parties, their heirs or representatives, and assigns, and cannot be waived by any oral representation of promise of any of the parties hereto unless the same be in writing and signed by the duly authorized agent or agents who executed this contract. Dates (to be finalized by District 9 3) June 2nd, 2023 May 31st, 2024 May 30th, 2025 May 29th, 2026 June 4th, 2027 *Move in available one day prior if needed* **Three ceremonies per day** Estimated Expenses Item Total Move In- day prior* $4,500 .00 Hero Arena rent- ($9,000/day) $9,000.00 Stage- flat rate $1,250.00 House PA- flat rate $250.00 House Curtain- flat rate $1,250.00 Cleaning - flat rate $1,800.00 Stage Labor- setup estimate $515.00 Chairs Included Microphones Included Video Board/Ribbon Included Total $14,065.00 Total w/Move in day prior $18,565.00 Staffing levels will be determined by District 9 3 & Mountain America Center prior to event Layout Capacities (See attached) Full Arena Graduation Map: Floor Capacity - 1,512 (can be flexible with this number) Bowl Capacity - 2,767 Total- 4,279 Labor Hourly Supervisor $30.00 Ushers $19.50 Video Board Operator $32.00 SEC 205 SEC 206 SEC 211SEC 212SEC 213 SEC 219 SEC 220 SEC 221 SEC 214 215 SEC 216 SEC 217 SEC 218 SEC 101 171 211 212 150 171- 62 195 163 193 208 149 121 SEC 120 211 SEC 103 SEC 104 SEC SEC SEC 105 106 107 91 188 192 91 SECSECSECSECSECSEC SEC SEC SEC SEC SEC SEC 118 116 117 115 114 113 112 111 110 109 108 119 102 41 41 41 171- 62 A/V Control 2 1 7 6 5 4 3 8 2 1 4 3 26 25 28 27 15 16 10 12 13 14 9 11 12 13 10 11 3 4 1 2 SEC SEC 101 102 SEC 1234589121367101114 21 6 21 6 36 0 18 0 36 0 18 0 Sound & Lighting GRADUATION 4/20/22 designed by V 2.1 TBD PRE L I M I N A R Y