U.S. FIGURE SKATING AGREEMENT TO HOST 2009 MIDWESTERN SECTIONAL CHAMPIONSHIPS

U.S. FIGURE SKATING AGREEMENT TO HOST 2009 MIDWESTERN SECTIONAL CHAMPIONSHIPS This AGREEMENT TO HOST ( Agreement ) the 2009 Midwestern Sectional Championships made this 26 day of November, by and between the United States Figure Skating Association, a Colorado non-profit corporation ( U.S. Figure Skating ), and (Texas Gulf Coast FSC/Houston FSC), ( LOC ). In consideration of the mutual covenants contained in this Agreement, U.S. Figure Skating and the LOC agree as follows: A. U.S. Figure Skating is the national governing body of the sport of figure skating as recognized by the United States Olympic Committee (USOC) and has jurisdiction and authority over the sanctioning and regulation of eligible figure skating competitions in the United States. B. LOC desires to host a U.S. Figure Skating-sanctioned, qualifying competition. C. All commercial rights to the 2009 Midwestern Sectional Championships ( Championships ) and all rights relating to television, radio, internet, broadcasting, video recording, webcasting, internet hosting, and photographing of the Championships and all advertising and commercial sponsorship of figure skating teams and events of U.S. Figure Skating are the sole and exclusive property of U.S. Figure Skating, except as assigned to the LOC under this Agreement. I. THE CHAMPIONSHIPS a. The Championships are scheduled to be held (November 11 15, 2008) in (Sugarland, Texas). b. In _July 2007_ ( Date of Bid ), the LOC submitted an Application for Organizing and Hosting the Championships ( Application to Bid ). In August 2007, U.S. Figure Skating awarded the bid to host the Championships to the LOC. c. Based on the terms in the Application to Bid, U.S. Figure Skating sanctioned the award of the Championships to the LOC. By that award, U.S. Figure Skating has delegated certain responsibilities and assigned certain rights regarding the planning and conduct of the Championships to the LOC as outlined in this Agreement and in the terms of the Application to Bid which are adopted and incorporated in this Agreement. II. U.S. FIGURE SKATING RESPONSIBILITIES a. U.S. Figure Skating Grant Money to LOC Conditioned upon the LOC s fulfillment of its responsibilities under this Agreement, U.S. Figure Skating will provide a total competition grant of $ 27,000 to the LOC to assist it in the hosting of the Championships. U.S. Figure Skating will pay the grant in two installments as follows: 1

i) 90% to be paid at initial payment ( September 1, 2008 ) ii) 10% to be paid within ten (10) business days of receipt and approval by U.S. Figure Skating of the final financial and event reports from the LOC as required under Paragraph VII below. b. U.S. Figure Skating Entry Fees Pursuant to the U.S. Figure Skating Rulebook, U.S. Figure Skating will pay entry fees to the LOC based on the number of registered competitors, which is determined as of the close of entries, excluding the following: i) Competitors who elect not to compete under the Four or Fewer rule as outlined in the applicable Competition Rule. ii) iii) iv) Competitors receiving a bye based on international or open-type assignments as outlined in the applicable Competition Rule. Competitors receiving a bye as outlined in the applicable Competition Rule. All entry administration fees will be retained by U.S. Figure Skating. c. Registration for the Championships U.S. Figure Skating will process all entries for the Championships. This includes the following: i) Processing of all entry fees. ii) Providing entry reports to the LOC Chair for the Championships, the Chief Referee, the Chief Accountant and the Chair of the Competitions Committee. d. Assignment of Competition Officials for the Championships U.S. Figure Skating shall assign the Chief Referee and other officials, including but not limited to, the following: judges, technical panel and accountants whose duties and responsibilities are outlined in the Competition Rules ( CR ) of the most recent edition of the U.S. Figure Skating Rulebook. The LOC is responsible for all assigned officials expenses as outlined in the terms of the Bid Application and the U.S. Figure Skating Rulebook. e. U.S. Figure Skating Approval of Technical Aspects, Schedule and Arrangements of the Championships. The Chief Referee, whose duties and responsibilities are outlined in the CR of the most recent edition of the U.S. Figure Skating Rule Book, in conjunction with the U.S. Figure Skating Competitions Committee Chair, shall be responsible for the coordination and final approval of all 2

technical aspects of the Championships. The final competition and practice schedules shall be subject to the approval of the Chief Referee with input from and in consultation with the LOC. f. U.S. Figure Skating Signage The LOC agrees and acknowledges that U.S. Figure Skating will determine whether the existing rink boards in the main and secondary arenas will be covered to accommodate U.S. Figure Skating signage at the Championships. The LOC warrants that, if requested by U.S. Figure Skating, it will provide U.S. Figure Skating with clean rink boards at the main arena and any secondary arenas used for the Championships on which to affix its signage system. In addition, (i) any scrolling signs, matrix boards, LED signs and the videoboards in the main and secondary arenas in camera-view of the broadcaster at the arenas will not be illuminated/operational during the Championships, and (ii) any back-lit signs in the main and secondary arenas in camera-view of the broadcaster will not be illuminated. The LOC is additionally responsible to hang U.S. Figure Skating supplied signage during the Championships, the placement of which will be determined by U.S. Figure Skating. After the conclusion of the Championships, the LOC will return such signage to U.S. Figure Skating in substantially the same condition. U.S. Figure Skating will supply and pay for the costs associated with the production and shipping of any applicable signage to be placed in the main and secondary competition arenas for the Championships. g. U.S. Figure Skating Advertisements U.S. Figure Skating will supply up to eight (8) pages of national sponsor advertising, promotional ads and/or editorial content regarding U.S. Figure Skating activities to the LOC to be placed in the Championships Event Program. In addition, an event welcome letter from the President of U.S. Figure Skating will be provided for inclusion in the Championships Event Program. These pages will be provided as high resolution.pdf documents (or mutually agreed upon format) on a CD in both four-color and black and white versions. The design of these pages will be an expense of U.S. Figure Skating. The program production, ad placement (welcome letter to appear in the first four pages) and selection of ad version, color or black and white, is to be determined by and at the expense of the LOC. The LOC will provide U.S. Figure Skating with written submission deadlines for event program artwork and editorial at least thirty (30) days prior to the deadline date. III. LOC RESPONSIBILITIES a. Expenses of the Championships The LOC agrees to pay all expenses involved with organizing and conducting the Championships (unless otherwise specifically provided in this Agreement) including, but not limited to expenses for the following: competition arena and ice rental; officials transportation, lodging, meals, officials dinner and gifts (if provided by LOC); advertising/promotion/publicity; competitors gifts and competitors party; local transportation; event specific merchandise/souvenir/pins; telephone; volunteer expenses; music equipment and coordinators; sanction fees, if any; necessary competition forms; computer costs; and shipping expenses to and 3

from headquarters of items required to host the Championships including, but not limited to trophies, medals and participation certificates for competitors, music mini kits, IJS equipment; and for any other expenses incurred in connection with the organization and conduct of the Championships. b. Compliance with U.S. Figure Skating Rules The LOC agrees it will comply with all applicable rules as outlined in the most recent edition of the U.S. Figure Skating Rulebook. The LOC also agrees to comply with any subsequent U.S. Figure Skating rule changes and policies affecting the Championships. If additional expenses are incurred by the LOC as a result of changes in applicable Rules and/or U.S. Figure Skating policies governing the Championships that went into effect after the Championships were awarded, U.S. Figure Skating at its sole discretion may direct that the change be implemented, provided that U.S. Figure Skating shall be solely responsible for all additional costs directly resulting from any such rule and/or change. c. Staffing/Scheduling of the Event The LOC shall appoint a local Chair of the Championships who shall be responsible for coordinating the activities of the LOC with the efforts of the Chief Referee and of all assigned personnel of the Championships. All venues identified in the Bid Application will be scheduled at the discretion of the Chief Referee. The local Chair is also responsible for communication of all information required under this Agreement with U.S. Figure Skating. d. Official Announcement The LOC is responsible to adhere to the requirements provided by U.S. Figure Skating in the creation of its Qualifying official announcement. The LOC is required to submit their completed announcement to U.S. Figure Skating for approval no later than September 1, 2008. e. Competition Sanction The LOC is responsible to submit the final competition sanction application (which must be accompanied by the approved announcement) to the appropriate U.S. Figure Skating Regional Vice Chair and/or Sectional Vice Chair no later than five (5) business days of final approval by U.S. Figure Skating of the Championships announcement. f. Competition Website The LOC is responsible for developing a website that is dedicated to the Championships and should cover those topic areas recommended by U.S. Figure Skating. The website must be submitted to U.S. Figure Skating for approval prior to being made public. Once approved, any subsequent changes must be approved by U.S. Figure Skating. The competition website will serve as a pre-event source for information about the Championships; however, official results may only be posted by U.S. Figure Skating. The competition website will have a direct link to the U.S. Figure Skating designated URL for official results. 4

g. Arena Contracts i. The LOC shall arrange for a suitable rental agreement with the main arena venue, and shall arrange for suitable rental agreements with all other necessary arenas as practice and/or competition facilities subject to prior approval of all such agreements by U.S. Figure Skating, which approval shall not be unreasonably withheld. A list of estimated arena expenses should be included in the rental agreement. U.S. Figure Skating shall have ten (10) business days after receipt of such proposed arena rental agreements to approve or object to the proposed agreements. ii. iii. If the LOC desires to change the existing arena agreement or the location of any competition or practice venue, it must be communicated to and approved by U.S. Figure Skating prior to any final decision being made by the LOC to change the arena agreement or the location of any competition or practice venue. The arena/loc shall arrange for a dedicated high speed internet line and phone line used solely by the assigned accountants for the uploading and sending of results. Secure wireless high speed internet is also recommended throughout the competition arena for use by LOC, U.S. Figure Skating Staff and select media. h. Hotel Contracts The LOC shall arrange for a suitable contract with the official hotel and shall arrange for contracts with all other necessary hotels, subject to prior approval of all such contracts by U.S. Figure Skating, which approval shall not be unreasonably withheld. The hotel contracts must include confirmation of dates, numbers of rooms, rates, and meeting space as well as any additional necessary expenses to host the Championships. U.S. Figure Skating shall have ten (10) business days after receipt of such proposed hotel contracts to approve or object to them. The LOC agrees to first contact any U.S. Figure Skating hotel sponsor to serve as the official hotel of the Championships whenever possible. IV. COMMERCIAL RIGHTS U.S. Figure Skating owns all commercial rights to the Championships and such rights shall be the sole property of U.S. Figure Skating, except as assigned to the LOC under this Agreement. a. Media Rights U.S. Figure Skating owns all rights for any media in any form for the Championships, including but not limited to television, radio, internet, broadcasting, video recording, webcasting, internet hosting, and photography. Any footage recorded may not be broadcast or webcast without prior written approval of U.S. Figure Skating and is subject to the terms and conditions set forth by U.S. Figure Skating. 5

b. Videographer U.S. Figure Skating shall retain the exclusive right to hire, contract, and provide video production services for the Championships. U.S. Figure Skating shall retain all video production rights, in any form, for all U.S. Figure Skating sanctioned events. In its sole discretion, U.S. Figure Skating will contract with and assign a video production vendor to provide video production services for the 2009 Sectional Championships. The LOC is responsible to accommodate all reasonable video production needs (including by way of illustration, but in no way limited to clean electric power, sufficient television quality lighting, camera platforms, cable access, location access), as outlined by U.S. Figure Skating, throughout the duration of the competition. No recorded media in any format now known or unknown may be broadcast, copied, streamed, or distributed without prior written approval and subject to the terms and conditions set forth by U.S. Figure Skating. U.S. Figure Skating, as the host organizing committee for the 2009 Sectional Championships, will remit to the LOC, a share of the video sales revenue equal to 12.5% (minus credit card fees and applicable taxes) of total prerecorded video sales from the event. The video sales percentage will be calculated and paid to the LOC at the time of the second installment of the U.S. Figure Skating competition grant. c. Photographer U.S. Figure Skating shall retain the right to contract with and assign the official photographer to the Championships. The LOC also has the right to select an LOC photographer for the Championships; provided, the LOC photographer and the LOC agree that any photographs taken by the LOC photographer are the joint property of the LOC and U.S. Figure Skating and may be used solely for internal file and reference purposes by the LOC and may not be re-sold or used for any commercial purposes without the express prior written permission of U.S. Figure Skating. The LOC and the LOC photographer must sign the U.S. Figure Skating photographer s agreement required to be signed by all photographers of the Championships. The LOC agrees to provide U.S. Figure Skating with a complete set of photographs of the Championships produced by the LOC photographer at no cost within sixty (60) days after completion of the Championships. d. Merchandise U.S. Figure Skating retains the rights to sell U.S. Figure Skating branded merchandise at all sanctioned championship competitions. The LOC retains the right to sell event specific merchandise at the Championships. e. Event Name/Logo/Service Marks/Trademarks (the Marks ) i. U.S. Figure Skating owns all commercial rights to the Marks and the LOC may not assign any rights to use U.S. Figure Skating Marks without the prior written approval of U.S. Figure Skating. ii. The U.S. Figure Skating logo must be an integral part of the Championships logo design. 6

iii. iv. The logo may personalize the Championships by adding elements specific to the location of the Championships, but the U.S. Figure Skating logo must still be an integral part of the logo design. The logo for the Championships may use the two-color version of the U.S. Figure Skating logo (blue/red) or a one-color version (blue or red or black/white). v. All Marks concepts must be approved in advance by the U.S. Figure Skating Corporate Relations and Marketing Department. vi. No third-party logos, company names or trademarks may be incorporated into the Championships logo design. f. LOC Sponsorship Rights Notwithstanding the sponsorship rights of U.S. Figure Skating as set forth in this Agreement, the LOC has the right to solicit local sponsors for the Championships in order to offset its expenses for staging the Championships, subject to the following conditions: i. No local sponsor may be in competition or conflict with U.S. Figure Skating national sponsors or suppliers, unless such local sponsor is preapproved in writing by U.S. Figure Skating. ii. iii. Any local sponsor may only be recognized as a local sponsor of the Championships and not as a sponsor of U.S. Figure Skating. The placement of any in-arena signage for local sponsors must be approved by U.S. Figure Skating in advance to avoid any potential sponsor or broadcast conflicts. g. Official Press Release Prior to the Championships, the LOC will designate a media/public relations contact and provide their name and information to U.S. Figure Skating s Director of Media and Public Relations. The LOC has the right to create press releases announcing the hosting of the Championships as well as any special events or news items leading up to the Championships. However, all press releases must be approved by the Director of Media and Public Relations at U.S. Figure Skating prior to their distribution to any media outlets. V. ADVERTISING/PROMOTION The LOC shall provide for all promotion and publicity for the Championships (using the official title of the Championships as defined above), including, without limitation, all advertising and marketing of the event. The LOC agrees to include the phrase Sanctioned by U.S. Figure Skating along with the approved Championships logo on all promotional materials produced for the event. U.S. Figure Skating retains rights of prior approval (which approval shall not be unreasonably withheld) for all such promotion and publicity efforts, and shall 7

respond in writing to LOC promotion and publicity proposals within ten (10) business days of confirmation of receipt; failure to respond in writing within ten (10) business days shall be deemed an approval by U.S. Figure Skating. The LOC agrees to work with U.S. Figure Skating s Sponsorship and Communications Department for the production of media kits, media conferences, media releases, generation of local radio and television news coverage, and public service announcements. VI. SECURITY AND MEDICAL SERVICES a. Security The LOC is required to follow the security guidelines as set forth by the host arena and is strongly recommended to implement further security measures following the U.S. Figure Skating Event Security Policy and Guidelines. (See attached Appendix A.) Implementation of security is the responsibility of the LOC and is a cost of the LOC. b. Medical The LOC shall provide licensed medical personnel and medical services at the Championships in accordance with the Guidelines for Medical Services provided by U.S. Figure Skating. (See attached Appendix B.) First aid facilities must be available at all events. Implementation of the medical plan is the responsibility of the LOC and is a cost of the LOC. VII. POST-EVENT SUMMARY REPORTS a. Final Financial Report The LOC shall submit a detailed financial analysis within ninety (90) days following the conclusion of the Championships. (See attached Appendix C.) The final financial report is subject to review and acceptance by U.S. Figure Skating and U.S. Figure Skating reserves the right to review the LOC s accounting books, including any applicable income tax return, and other records pertaining to the financial report. This report shall be certified by a financial officer or treasurer of the LOC stating that this is a true and correct copy of the financials of the Championships. b. Event Summary Report The LOC Chair is required to submit a detailed event summary report within ninety (90) days following the conclusion of the Championships. This report should include but is not limited to the daily run of the Championships on and off site, the LOC s working relationship with U.S. Figure Skating, ongoing communication and dissemination of information with U.S. Figure Skating leading up to the Championships, and any other pertinent information relating to the administration of the Championships. VIII. GENERAL TERMS a. All disputes between the parties involving the technical organization and conduct of the Championships and related events which are not resolved by the parties in a timely fashion 8

shall be submitted by the parties for final resolution by decision of the Chair of the Competition Committee of U.S. Figure Skating, whose decision shall be final and binding upon the parties. Any other disputes between the parties, including disputes involving the terms of this Agreement not related to the technical organization and conduct of the Championships, disputes involving financial arrangements between the parties, and disputes involving liability of the parties, shall be arbitrated in accordance with the Commercial Rules of Arbitration of the American Arbitration Association, whose decision shall be final and binding upon the parties. b. This Agreement shall be binding and shall inure to the benefit of the parties to this Agreement, their respective successors and authorized assigns. c. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. d. The captions given for the sections of this Agreement are given for purposes of convenience only and shall not operate or be construed to limit any of the substantive terms of this Agreement. e. This Agreement contains the entire understanding of the parties relating to the Championships and this Agreement may not be modified or supplemented except in writing signed by both parties. f. No member, trustee, officer, director, agent, representative or volunteer of either U.S. Figure Skating or the LOC shall be personally liable by reason of representations, warranties, covenants, agreements or obligations of U.S. Figure Skating or the LOC under this Agreement, provided that each party obtains the appropriate amounts of directors and officers liability insurance coverage to cover any such claim. U.S. Figure Skating acknowledges that One Million Dollars ($1,000,000) of directors and officers liability insurance coverage is an appropriate amount. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth in the first paragraph of this Agreement. ACCEPTED AND AGREED TO: UNITED STATES FIGURE SKATING ASSOCIATION By David Raith Executive Director U.S. Figure Skating 20 First Street Colorado Springs, CO 80906 9

T: 719-635-5200 F: 719-635-9548 LOCAL ORGANIZING COMMITTEE By Name Title Address: T: F: 313729v1 10