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05303 - MISS UNIVERSE LP LLLP MISS TEEN USA HOSTING AGR
• e� ,daP r.vv.ynpl,4d,F,^-0r'' �"'Sd�'�i"^Fd;r +'it,!'ga' "W'r.Jnb'✓�?w ����'�hh'M'� i b, ,` !in'.X;'dd� ����1'�N'�'h�AA�''Gld'.J,�IN„wri �y p�"1,s'aV dr,M.°'�i1N�e,tlhuhaG l`x9j,.�Gd�M, v�l r�w+,' ,w,.,w,N�,,,'r1° W,"ti�' JI'"�`���riGwN"rk"�'�nA.r',�,�rG.'pNc.,p�,.,�°J•.�;,Gp',„`p w �,��� a"""oyw";,tm.'b.�M,A1a .i„ ",M+,m %NYe„«+.'me"v"d'wAfVr� PdM'SniXi�NMG"tYdrtl''a�'`YX:rddl,b,'F{.dI NrX"n "x' iN^o f ,� ._ _rho-. ... !. ' „' � Si. rl G..i'.^;.. •„u.�a�.:;! I� i 81 0 0 0 o i f y 0 0 0 O I y � �' L,L •Q�. � m � o G Vl —1 IS: �C f'cn tl1 Je W p LW oell i o ,Sa'+ ''>•° f r i' ?i` E p c I nul dl I �� .��I4: �c � o � NI NIA _ to ,�—, ❑ O N i Lk h ' o iP'�f ��a, m I 'i`r"'CI,', ' CI' C' I —I' ^�, V •y = y CLI 4nm N)mi � P 4R N � � ' ►. 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Tahquitz Canyon Way, Palm Springs, California 92262 ("Host"). WITNESSETH: W H E R E A S, Universe is engaged in the business of promoting and conducting a pageant known as the "MISS TEEN USA" Pageant" for the propose of selecting a winner for the title "MISS TEEN USA°'; and W H E R E A S, Host desires Universe to conduct the 2006 MISS TEEN USA°Pageant (the "Pageant") at the Palm Springs Convention Center ("Facility") located in Palm Springs, California and to videotape activities at various locations in Palm Springs other than Facility ("Remote Locations") under the ternis and conditions hereinafter set forth; N O W, T H E R E F O R E, in consideration of the mutual agreements hereinafter contained, the parties agree as follows: ]. Facility/Pageant Date. Universe shall hold the Pageant at the Facility. The live broadcast of the Finals show of the Pageant (the "Finals Show") currently is scheduled by NBC Entertainment, a Division of NBC West, LLC ("NBC") to take place on Tuesday, August 15, 2006 on the NBC Television Network. The schedule of events culminating in the selection of a winner of the title "Miss Teen USA 2006" shall include a Presentation Show, Dress Rehearsal and the Finals Show. 2. Host Obligations. As the essence of Host's obligations under this Agreement, as an inducement to Universe to enter into this Agreement, and as a condition precedent to Universe's obligations hereunder, Host shall pay and/or furnish to Universe, in a timely fashion and at Host's sole cost and expense, the following: (a) Location Fee: The sum of Ninety Thousand Dollars ($90,000) as a cash location fee ("Location Fee") payable as follows: (i) Sixty Thousand Dollars ($60,000), which shall be due and payable on or before June 30, 2006; and (ii) Thirty Thousand Dollars ($30,000), which shall be due and payable to Universe not later than July 24, 2006. All payments shall be sent by check drawn on a recognized United States bank(made payable to Miss Universe L.P., LLLP and sent to the attention of Anthony Santomauro, Universe's Vice President, Business Planning) or by wire transfer to Miss Universe L.P., LLLP c/o JPMorganChase Bank, 245 Park Avenue, 13"' Floor, New York,New York 10017, ABA Pouting Number 021-000021, Account No: 230-289762. (b) Occupancy and Use of Facility: Host shall cause SMG to grant Universe permission to occupy and use the Facility for the Pageant in accordance with the Palm Springs Convention Center Authorized User Agreement between SMG and Universe, the form and terns of which is attached hereto as Appendix "I" (the "Authorized User Agreement"). 3. Host Benefits. (a) In consideration of Host's full and timely payment of the fees specified in Paragraph 2 hereof and the use of the Facility pursuant to the Authorized User Agreement, Universe will promote the City of Palm Springs, CA, and areas within the City of Palm Springs, CA as requested by Host within the television broadcast of the Finals Show of the Pageant, subject to Universe's sole judgment and discretion and in keeping with Universe's past practices and subject to the approval of the broadcaster in its sole judgment and discretion. In this regard, Universe shall provide Host with combined direct and indirect telecast exposure, consistent with the telecast exposure for the City of Palm Springs during the 2004 MISS TEEN USA Pageant Finals telecast, which shall include, in part, the business climate, social and recreational attractions, cultural and educational environment and community history and lifestyle qualities of Palm Springs that make the selected Palm Springs locations (recommended by Host and approved by Universe and the broadcaster in their sole judgment and discretion)unique. The aforementioned telecast exposure will include no less than three (3) minutes of direct airtime on Palm Springs within the television broadcast of the Finals Show of the Pageant. Host's exposure shall be dispersed throughout the broadcast of the Finals Show and will include, without limitation, (i) Pre-taped segments to be produced by Universe, at Universe's expense (which may be handled separately or intertwined within the Finals telecast, at Universe's sole judgment and discretion), (ii) Subject to the broadcaster's approval in its sole and absolute discretion, area of interest/beauty shot "bumpers", (iii) audio mentions within the Finals telecast of Palm Springs or a reasonable number of roll-ins and roll-outs referring to the Pageant (for example, "Live from the Palm Springs Convention Center in Palm Springs, California"), (iv) an on-camera introduction of one (1) key Host organizer or representative, and, (v) scenic elements and sets which reflect the Palm Springs location. 2 In keeping with Universe's past practices, any telecast exposure for local sponsors and individuals or entities supplying any Pageant requirements (including, by way of example and without limitation, transportation, sponsored events, contestants' meals and security), approved by Universe and the broadcaster in their sole judgment and discretion, will be included as part of Host's direct and indirect telecast exposure pursuant to this provision. Host shall have a reasonable right of consultation regarding the selection of Host locations to be depicted within the telecast of the Finals Show of the Pageant; provided, however, that said consultation right shall be subject to the following: (i) Host being available as, when and where reasonably required by Universe for the exercise of such right; (ii) such right being exercised in a reasonable manner and so not as to frustrate Universe's full and timely development, production, and/or exploitation of the Finals Show of the Pageant; (iii) such right is personal to Host and may not be exercised by any other person or entity; (iv) Universe shall not be obligated to incur any additional costs with respect to such consultation right; and (v) the determination of Universe and the broadcaster shall be final with respect to any matter of which Host has a consultation right hereunder. Universe shall, at all times, have sole creative control of all elements of the Pageant, including, without limitation, the content of the Pageant Finals Show. Without limiting the generality of the foregoing, it is understood and agreed that all creative decisions and approval rights relating to telecast exposure and audio copy contained therein, including, without limitation, content, duration and placement, are at the sole judgment and discretion of Universe and the broadcaster. (b) Wherever reasonably appropriate in connection with media coverage for the pageant, Universe shall use commercially reasonable efforts consistent with its business requirements to reference Palm Springs as the home of the 2006 MISS TEEN USA°Pageant. (c) Universe shall provide Host with four(4) pages in the Souvenir Program Book for the Pageant for editorial use on behalf of Host (e.g., welcome letter; Host acknowledgments, etc.), which shall be subject to Universe's prior approval (and which may not conflict with any of Universe's or the broadcaster's clients or sponsors). Host acknowledges and agrees that it must provide Universe with samples of its editorial pages in a pre-approved format, at no expense to Universe. (d) Universe shall provide Host with twenty (20) tickets to each of the Pageant's Presentation Show, Dress Rehearsal and Finals Show, the location of which shall be determined by Universe in its sole judgment and discretion. Host shall have a right of consultation with respect to the location of such tickets, provided, however, that such right will be subject to the following: (i) such right being exercised in a reasonable and timely manner; and (ii) Universe's determination will be final. (e) Host acknowledges that Universe utilizes a two-panel judging system consisting of a Preliminary Competition Panel and a Finals Show Panel. Universe agrees that Host shall have the right to select one (1)judge from Palm Springs to serve as a Preliminary Competition Judge, provided that such right will be subject to the following: (i) such right being exercised in a reasonable and timely manner; (ii) such judge completing all releases and forms required by 3 Universe; and (iii) Universe's approval of such judge, which may be granted or withheld in Universe's sole judgment and discretion. (f) Universe shall also reference the City of Palm Springs on Universe's Official Web site for the Pageant and shall cooperate with Host in the establishment of reciprocal links between Universe's Official Web Site for the Pageant and the City of Palm Spring's tourism Web site. The establishment of such links shall be subject to the following terms and conditions: (i) The links between Universe's Web site and Host's Web site may be established following execution of this Agreement and shall continue through the end of the Term of this Agreement. Any proposed text and graphical artwork to accompany the linked pages shall be subject to Universe's prior written approval, which approval shall not be unreasonably withheld. Each party shall not use the other party's name, trademarks and/or service marks in any metatags on their respective Web sites. (ii) No compensation shall be due to either party in connection with the links. Universe and Host shall each bear their own costs incurred in creating and/or modifying the linked pages or linked sites. (iii) Each party shall be solely responsible for the development, operation, and maintenance of its Web site and for all materials that appear therein, including, but not limited to, (A) the technical operation of its Web site and all related equipment, (B) creating and posting information on its Web site, (C)the accuracy and appropriateness of materials posted on or incorporated into its Web site or provided for use on its Web site, (D) ensuring that materials posted on or incorporated into its Web site or provided for use on its Web site do not violate or infringe upon the rights of any third party (including, without limitation, copyrights, trademarks, trade secrets, privacy or other personal or proprietary matters); and (E) ensuring that materials posted on or incorporated into its Web site or provided for use on its Web site are not libelous and comply with all applicable laws and regulations. 4. Promotional Materials. Host and Universe shall cooperate with each other in the promotion of the Pageant. During the term of this Agreement, Host shall have the limited, lion- exclusive right to use the Universe Marks (as defined below) in advertising, publicity, promotional and marketing materials in any and all media, throughout the world, in connection with the Pageant,but not as an endorsement of any product or service. All such materials sball be subject to Universe's prior written approval and to the terms and conditions set forth in Paragraph 7 below; it being expressly agreed that Universe shall have the right to approve any preprinted promotional material, audio or video materials, local sponsor designations or the like produced by Host or sought to be used in connection with the Pageant. During and/or after the term of this Agreement, Universe shall have the limited, non-exclusive right to use the names and logos of Host and the City of Palm Springs, California, including "the Palm Spring Convention Center" name and logo ("Host Marks"), in advertising, publicity, promotional, merchandising and marketing materials in any and all media, throughout the world, in connection with the Pageant and Universe's business activities. 4 5. Ancillary and Other Rights: (a) Host shall not claim any property interest in the Pageant, and Host acknowledges and agrees that Universe is the sole and exclusive proprietor and owner of all right, title and interest of every kind or nature now kriown or hereafter devised in and to the Pageant, all elements and all subsidiary and ancillary rights thereof(including, without limitation, all rights under copyright), and Host shall have no right to share in any revenues to be derived from the exploitation of such rights except as explicitly provided elsewhere in this Agreement or in subsequent written agreements between the parties. Without limiting the generality of the foregoing, any rights and proceeds in connection with the Pageant, such as, by way of example and without limitation, television, radio, motion picture, Internet, endorsement, merchandising, ticket sales for Pageant-related events,publication (including, without limitation,publication of the official souvenir program book for the Pageant), sponsorship and any other similar or dissimilar similar rights and proceeds shall be the sole and exclusive property of Universe. All rights not explicitly granted to Host in this Agreement are expressly reserved to Universe. (b) Universe (and its agents, licensees, successors and assigns) shall have no limitation on the uses that may be made of the Pageant. Without limiting the foregoing, Universe (and its agents, licensees, successors and assigns) shall have the sole and exclusive right to broadcast, exhibit, distribute, advertise, publicize, promote, use or otherwise exploit by such means and for such purposes the Pageant, including, without limitation, the Presentation Show, the Finals Show and all other events and activities relating to the Pageant, throughout the universe and in perpetuity, in any and all media, manner or method now known or hereafter devised(including without limitation television [whether free, pay, cable, CATV, satellite, closed circuit television or otherwise], theatrical, non theatrical, videocassettes, videodiscs and other home video devices, interactive media, radio, the Internet, World Wide Web and other on line or computer-assisted media, and print media), as Universe may elect. (c) Universe shall have the right to photograph, film and record the Facility premises (interior and exterior), including any and all signs on and in the Facility premises and the trade name and trademarks connected with the Facility, and to depict the Facility (interior and exterior), including any and all signs on and in the Facility and the trade name and trademarks connected with the Facility, and/or any part or parts thereof, as Universe may choose in its sole judgment and discretion, in and in connection with the Pageant(including, without limitation, in any advertising, promotion, publicity, marketing or clips for the Pageant). (d) All rights of every kind in and to all photographs, film and recordings made by Universe in and at the Facility shall be and remain vested in Universe, its successors, assigns, and licensees, and neither Host nor any other party having an interest in the Facility shall have any claim or action against Universe or any other party arising out of any use of the photographs, film and/or recordings. Without in any way limiting the foregoing, Universe shall have the unrestricted right to license, assign and otherwise dispose of any and all of Universe's rights in and to the photographs, film and recordings made hereunder to any third party. The breach, revocation, voiding or cancellation of this Agreernent shall not affect Universe's rights under this provision with respect to the Pageant or with respect to photographs, films and recordings made pursuant to this Agreement or otherwise. Neither Host nor any other party having an interest in 5 the Facility shall have the right to approve the script for the Pageant. In no event will Host be entitled to injunctive or other equitable relief preventing Universe (or any licensee of Universe) from broadcasting, exhibiting, distributing, using or otherwise exploiting the Pageant, including, without limitation, the Presentation Show, the]Finals Show and all other events and activities relating to the Pageant. 6. Host Representations and Warranties/Authority to Enter Contract. (a) Host warrants and represents to Universe that it has the right to enter into this Agreement and to grant Universe all rights provided herein. It is understood that refusal of authorities to allow the conduct of any or all Pageant activities shall not excuse Host from its obligations under this Agreement. (b) Host's execution, delivery and performance of this Agreement has not and will not violate or otherwise adversely affect any agreement it has entered into with any third parties. (c) Host shall obtain the cooperation of all necessary govenmiental or other officials and agencies required for the purposes of this Agreement. 7. Universe Trademarks. Host acknowledges that Universe is the owner of all right, title and interest in the MISS TEEN USA Pageant and the logos, trademarks and service marks relating to the MISS TEEN USA Pageant, including, but not limited to, "MISS TEEN USA," the "WOMAN WITH STARS" Logo and the MISS TEEN USA "crown" and"tiara" designs (collectively, the "Universe Marks") and nothing in this Agreement shall confer in Host any ownership in the MISS TEEN USA Pageant or the Universe Marks. Host's use of the Universe Marks shall inure to Universe's benefit and all rights in the Universe Marks shall be Universe's exclusive property. Host will not challenge or contest, assist in any challenge or contest to, the validity of the Universe Marks or of Universe's ownership or control thereof, or do anything or use the Universe Marks in any way to jeopardize or impair their validity or Universe's rights. Host will reasonably cooperate with Universe, at Universe's expense, in prosecuting or defending any proceedings concerning the Universe Marks and in filing and prosecuting any trademark applications concerning any Universe Marks. Host agrees to use the Universe Marks in fill compliance with rules Universe prescribes from time to time in Universe's Trademark Usage Guidelines or otherwise. 8. Broadcast of Pageant. Universe and Host agree that if the Finals Show of the Pageant is not televised (live or taped) by free, cable or subscription television within the United States by December 31, 2006 (other than by reason of termination of this Agreement pursuant to Paragraph 14 below, an event of force majeure pursuant to Paragraph 16 below or any act or omission of Host), Universe shall not be deemed to be in breach of this Agreement as a result of such failure to televise the Finals Show of the Pageant and in such event Universe shall refund the Location Fee to Host. Such refund of such Location Fee will satisfy the full obligation of Universe to Host and shall be the sole recourse of Host against Universe. 6 9. Press. Accreditation of press personnel and issuance of press passes for all Pageant- related events and activities shall be determined within the sole and exclusive discretion of Uni- verse. Host shall have a right of consultation with respect to accreditation of local Palm Springs press personnel and issuance of press passes to local personnel; provided, however, that the foregoing consultation right will be subject to the following: (i) such right being exercised in a reasonable and timely manner; and(ii) Universe's determination will be final. Host shall co- operate with Universe in scheduling press releases and conferences, and Universe and Host shall work together to secure as much positive press as possible for the benefit of Universe and Host. Any publicity, paid advertisements, press notices, or other information with respect to this Agreement and/or the Pageant issued by Host or any person under its control shall be subject to Universe's prior written approval. It is understood and agreed that that Host is not permitted to release any information regarding newsworthy events until Universe has released a press release disclosing that information. Universe agrees that it will use commercially reasonable efforts to make available to credentialed local press personnel the Pageant contestants, subject to the production schedule and the contestants' other cornmiitments, for interviews and the like. 10. Tenn. This Agreement shall become effective upon the date of execution and shall expire on August 16, 2006, unless terminated earlier pursuant to the terms hereof(the "Tenn"). 11. Pageant Policies. Universe shall have the sole right to impose all rules and regulations as they pertain to the Pageant contestants and Universe alone will determine the manner and method of conducting and judging the Pageant and of selecting the Pageant winner. 12. Binding Legal Obligation. Host represents that this Agreement is the binding and legal obligation of Host, and Host shall take whatever action may be required to ratify and confirm the binding and legal effect hereof. Similarly, Universe represents that this Agreement is the binding and legal obligation of Universe, and that it shall take whatever action may be required to ratify and confirm the binding and legal effect hereof. 13. Indemnification. (a) Host agrees to indemnify, defend and hold Universe and its parents, subsidiaries, and affiliated companies, and their respective directors, officers, employees, agents and contractors, hamiless from and against any and all claims, suits, and actions brought by third parties, and any expenses, damages,judgments, liabilities and costs whatsoever (including reasonable attorneys' fees) arising there from (collectively, "Losses") that Universe may sustain or incur arising out of(i) the actual or alleged breach by Host of any of its representations, warranties or obligations in this Agreement or the negligence or willful misconduct of Host or Host's officers, directors, employees, agents, or contractors, (ii) Host's products or services or the distribution or use of Host's products or services, (iii) Universe's use (in conformance with the terns of this Agreement) of Host's Marks, (iv) any advertising or promotional material fiimished by or on behalf of Host, (v) any payment owed by Host to persons or entities associated with the Pageant (including, without limitation, meal and security), (vi) Host's failure to comply with any third party obligations or any applicable local, state, federal or site laws, rules or regulations regarding any and all promotions or activities it conducts in connection with Pageant, or (vii) acts or omissions of Host, the City of Palm Springs, California and their 7 respective officers, directors, employees, agents and contractors while in attendance at Pageant or at the Facility. Specifically excluded from this indemnity is any liability arising from the negligence or willful misconduct of Universe, except to the extent that joint liability is involved, in which event the indemnification provided by this provision will extend to any finding of comparative negligence or contributory negligence attributable to Host or Universe, as the case may be. (b) Universe shall indemnify, defend and hold Host harmless from and against any and all Losses that Host may sustain or incur arising out of(i) the actual or alleged breach by Universe of any of its representations, warranties or obligations in this Agreement or the negligence or willful misconduct of Universe or Universe's agents, (ii) any advertising or promotional material furnished by or on behalf of Universe, (iii) Host's use (in conformance with the terms of this Agreement) of Universe Marks, (iv) any payment owed by Universe to persons or entities associated with the Pageant (including, without limitation, prize money), or (v) Universe's failure to comply with any third party obligations or any applicable local, state, federal or site laws, axles or regulations regarding any and all promotions or activities it conducts in connection with Pageant. Specifically excluded from this indemnity is any liability arising from the negligence or willful misconduct of Host, except to the extent that joint liability is involved, in which event the indemnification provided by this provision will extend to any finding of comparative negligence or contributory negligence attributable to Host or Universe, as the case may be. (c) Each party will give the other party prompt written notice of any claim, demand, action or proceeding possibly coming within the purview of any indemnity set forth in this Agreement. The indermnitor shall have the right to assume and control the defense of such claim, demand, action or proceeding upon the indemnitor's written notice to the indermnitee of its intention to indemnify. If the indem nitor assumes and controls such defense, the indei mitee shall cooperate with the indemnitor and its attorneys, if any, in all reasonable respects in connection with the same and the indemmitee shall have the right to participate in the defense of same at its sole expense through counsel of its choice; provided, however, that the indemnitee shall not settle any claim without the indemnitor's consent unless it is willing to release the indemnitor from its obligation of inderimity hereunder. The indemnitee shall not be required to seek recovery from third parties or otherwise mitigate its losses to maintain a claim against the indemmritor under any circumstances. The obligations to indemnify contained in this provision shall survive the expiration or termination of this Agreement. 14. Default. (a) The following events shall constitute an event of default ("Event of Default") under this Agreement (i) either party shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or similar law, or shall make a general assignment for the benefit of creditors, or shall have an involuntary case or other proceeding instituted against it seeking similar relief unless such petition, case, proceeding, or assignment is withdrawn or nullified within sixty (60) days of such event; (ii) either party shall otherwise fail to perform or observe any material obligation, material covenant, material representation or material condition set forth herein and such failure shall continue 8 unremedied for a period of fifteen(15) days after receipt of written notice thereof from the nondefaulting party; or (iii) the cancellation or termination of the Authorized User Agreement. (b) Upon the occurrence of an Event of Default, the nondefaulting party may declare, at its option, this Agreement to be in default and: (i) may immediately terminate this Agreement without any liability whatsoever other than liabilities accrued to such date; (ii) may seek enforcement by appropriate court action of the terms hereof and recover damages for the breach hereof; (iii) may exercise any other right or remedy available to it under law or in equity; or (iv) may seek any permitted combination of such remedies. No remedy is intended to be exclusive, but each shall be cumulative and the exercise of any such remedy shall not preclude the simultaneous or later exercise of any other remedy. 15. Director Liability. No directors, officers, partners, stockholders or employees of Universe or Host, or their affiliated or related companies, whether past, present or future, shall have any personal liability arising out of or in connection with this Agreement by reason of said person"s status as such, except for such individual's act to bind Universe or Host without authority. 16. Force Majeure. Any delay or failure of either party to perform its obligations hereunder shall be excused to the extent that it is caused by an event or occurrence beyond its reasonable control such as, by way of example and not by way of limitation, acts of God, actions by governmental authority (whether valid or invalid), fires, floods, windstorms, explosions, riots, natural disasters, wars, sabotage or labor problems, provided the party claiming force majeure promptly notifies the other party of the event of force majeure, the anticipated duration of the event offorce majeure, and the steps being taken to remedy the failure, Notwithstanding anything to the contrary in the preceding sentence, Host shall not claim force majeure by reason of actions by any Palm Springs, California governmental authority, except if such actions apply to any matter concerning the health or safety of the public, the public welfare or any public necessity or emergency as reasonably determined by such Palm Springs, California governmental authority. Should the event of force majeure continue beyond thirty (30) days, or such shorter time period as may be reasonable under the circumstances, Universe may terminate this Agreement upon written notice to Host, it being expressly understood that in such event, Universe shall be free to enter into agreements with other parties to conduct the Pageant covered by this Agreement at an alternative facility. 17. Confidentiality. The parties agree that the financial and other business tennis of this Agreement are confidential and that neither parry will disclose those terms to any third party without the prior written consent of the other party, except as required by law, to their respective attorneys, accountants or other representatives, as reasonably necessary for each party to perform its obligations hereunder or enforce or enjoy its rights and/or remedies hereunder. 9 18. FCC Regulations. (a) Host represents that it has not given or agreed to give anything of value (except those items set forth in the Agreement) to Universe or any employees thereof in consideration of entering this Agreement or for obtaining exposure within the Pageant. (b) All parties understand that the furnishing of any monies, other than as outlined under this Agreement, to anyone associated with Universe for the broadcast of any matter in the Pageant without disclosing the same to an officer of Universe prior to broadcast may constitute a violation of a federal law. (c) It is also agreed that FCC regulations and Universe policy may require that a video disclaimer be broadcast in the credits of the Pageant disclosing receipt of the production assistance in connection with the Pageant, and that such disclosures may relate to entities other than Host. The exact language, placement and duration of any disclaimer will be determined by Universe and NBC in their sole judgment and discretion. 19. Notices. All notices to be given hereunder must be in writing by personal delivery or by certified mail, overnight courier, or fax, at the respective addresses given above (or such other addresses as are given in writing in accordance with this provision). Notice shall be deemed given on the date that the same is personally delivered or delivered by facsimile or overnight carrier to such party or three (3) days following its deposit in the United Stated mail. All notices from Universe must be given by the Business &Legal Affairs Department. Whenever the last day on which a notice can be given falls on a weekend or holiday observed by Universe, such notice may be validly given on the next day (that is not on a weekend or holiday) following the weekend or holiday. Any party hereto may, in writing and on ten days' notice, change its address for the purpose of receiving any notice given under this Agreement. 20. Attorneys' Fees. The prevailing party in any litigation between Universe and Host, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to its outside reasonable attorneys' fees and costs incurred in the litigation. Attorneys' fees shall include attorneys' fees on any appeal, and in addition a party entitled to attorneys' fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other costs and expenses which are incurred in connection with such action. 21. General Provisions: (a) This instrument constitutes the entire Agreement between the parties concerning the subject matter of this Agreement. This Agreement supersedes all prior negotiations, understandings and agreements between the parties hereto with respect to the subject matter hereof, and each party acknowledges and agrees that it has not relied on any representations or promises in connection with this Agreement not contained herein. This Agreement may not be canceled, modified, changed, amended or waived, in part or in full, except by a written instrument signed by an authorized representative of each party. • 10 (b) No failure or delay by either party at any time to enforce or require performance by the other party of any provision of this Agreement shall be deemed or construed to be a waiver of any preceding or succeeding breach of same or any other provision, nor constitute a waiver of the provision itself. If any provision, sentence or clause of this Agreement is determined to be void or unenforceable, such determination shall have no effect upon any other provision, sentence or clause of this Agreement, all of which shall continue unimpaired and in full force and effect; provided, however, that the aggregate of all such provisions found to be invalid or unenforceable does not materially affect the benefits and obligations of the parties to this Agreement as a whole, in which case Universe shall have the right to terminate this Agreement by written notice effective immediately without any obligation whatsoever to Host under this Agreement or otherwise. (c) The captions of this Agreement are inserted solely for convenience and shall not be affect the meaning or constriction oC the contents of the respective provisions of this Agreement. The language of this Agreement will in all cases be construed simply according to its fair and plain meaning and not strictly for or against either party. (d) Host may not assign this Agreement, or assign or delegate any rights, privileges or obligations hereunder, in whole or in part, without the prior written consent of Universe. Any actual or attempted assignment by Host of this Agreement or any interest in this Agreement in violation of this subparagraph will be null, void and of no effect. Universe may assign this Agreement and/or all or any part of its rights and privileges hereunder to any person or entity and will be relieved of all its obligations to Host hereunder to the extent that such obligations are assumed in writing by any such assignee. This Agreement will be binding upon and inure to the benefit of the parties, their heirs, successors and permitted assigns. (e) It is the intention of Host and Universe that Host and Universe are, and shall be deemed to be, independent contractors with respect to the subject matter of this Agreement, and nothing contained in this Agreement shall be deemed or construed in any manner whatsoever as creating any partnership,joint venture, employment, agency, fiduciary or other similar relationship between Host and Universe. Except as expressly authorized by this Agreement, neither party will make any express or implied agreements, warranties, guarantees or representations or incur any obligation or debt in the name of or on behalf of the other party. (f) This Agreement, all relations between the parties, and any and all disputes between the parties shall be construed in accordance with and/or governed by the laws of the State of California applicable to agreements entered into and to be performed entirely within that State, without regard to the conflicts of law principles thereof. (g) The parties may execute this Agreement in separate counterparts, each of which shall be deemed an original instrument as against the party who has signed it. Each party's signature at the bottom hereof will signify acceptance of, and agreement to, the terns and provisions contained herein. Facsimile copies of this Agreement shall have the same force and • effect as an original. rt (h) This Agreement shall not be binding on either party, and neither party shall be under any legal obligation whatsoever as a result of this Agreement, unless and until both parties sign this Agreement. The obligation of Universe to consummate the execution of this Agreement is subject to the satisfaction of the following conditions: (I) the Authorized User Agreement shall have been executed by SMG and delivered to Universe; and (II) a hotel group event agreement between the Wyndham Palm Springs Hotel and Universe shall have been executed by the Wyndham Pal n Springs Hotel and delivered to Universe. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written. MISS UNIVERSE L.P., LLLP By. 4�" N/ Nr - Paula M. Shu art President / CITY OF PALM SPRINGS, CALIFORNIA APPROVED BY CITY COUNCIL By David H. Ready City Manager G AS TO FORM, HalUuaH'fo: APPFtOV (i lh— '"-,-I i.,;. ', BC, 2711a rAUVL SPRINGS,CIA C2262 Title: ATTEST �(A-ty Clerk 12 APPENDIX I PALM SPRINGS CONVENTION CENTER AUTHORIZED USER AGREEMENT Date: May 12,2006 Contract No.: 5282A Group Narne: Miss Universe L.P.,LLLP Event No.: 5282 Contact Person: Mr. Tony Santomauro Event Type:Entertainment Address: 1370 Avenue of the Americas, 16"'Floor Event Start Date:July 23,2006 City: New York Event End Date: August 17,2006 State: NY Peak Rooms: 225 Zip: 10019 Total Room Nights: 2,700 Phone No.: (212)373-4876 Attendance: 1,500 Fax: (212)315-5732 Email Address: tsantomauro@missuniverse.com Meeting/Event Name:Miss Teen USA 2006 This Authorized User Agreement(the"Agreement")is made between SMG,a Pemisylvania general partnership with an address at 701 Market Street,4"'Floor,Philadelphia,PA 19106("MANAGER"), and Miss Universe L.P.,LLLP ("AUTHORIZED USER"). WITNESSETH, WHEREAS, MANAGER manages the Palm Springs Convention Center (PSCC) for City of Palm Springs, CA, and has the authority to enter into this Agreement and, among other things, grant AUTHORIZED USER the right to use the PSCC in accordance with the terns and conditions set forth below. WIIEREAS,AUTHORIZED USER desires to use certain space in said PSCC. NOW THEREFORE, and in consideration of the following promises, covenants, and conditions, the parties hereto agree as follows: I. Facilities Use: As outlined in Exhibit A, MANAGER does hereby grant to AUTHORIZED USER percussion to use the listed specified area(s) including corridors and public areas used for the purpose of ingress and egress to specified area(s), for the outlined use and no other propose, and for the outlined fee: PSCC TOTAL FACILITY RENTAL $0.00 AUTHORIZED USER'S occupancy of the PSCC premises will be exclusive daring the time period set forth above. MANAGER shall clear the loading dock; clear the Premises of scenery and lighting equipment from the stage area, if ally, prior to AUTHORIZED USER'S occupancy of the Premises. MANAGER shall be responsible for any seat installation and removal, as required by AUTHORIZED USER. MANAGER also shall provide daily cleaning services for the Premises throughou t AUTHORIZED USER'S occupancy thereof. 'I'Rental for Convention Center space and specified equipment/inventory on the above referenced dates and times shall be waived per the agreement between the City of Pahn Springs and AUTHORIZED USER. Additional services provided by MANAGER shall be billed at prevailing rates. AUTHORIZED USER shall have the right to use any and all tables, chairs, lecterns, risers, portable dance floors, pianos, podiums, and other equipment in MANAGER'S inventory, at no cost to AUTHORIZED USER. Equipment is limited to MANAGER'S inventory. Should additional equipment be required, AUTHORIZED USER will be responsible for securing and paying fro•such additional equipment. AUTHORIZED USER play bring all necessary facilities and equipment into the Premises. Set-up changes by the AUTHORIZED USER after the initial set-up are subject to additional charge. II. Estimated Equipment Expenses: Total Estimated Cost 14 Table w/Tablecloth @$20.00 each $ Included 30 Table w/Tablecloth&Skirts @$25.00 each $ Included 10 Bate Tables @$15.00 each $ Included 1650 Chairs @$ 85 each $ Included Classroom or Conference set up @$4.50 per person $ Stage platforms @$45.00 per 6'x 8'section $ 25 Risers @$20.00 each per 2'x 8' section $ Included Dance floors @ $6.95 per 3' x 3' section $ Standard Lecterns @$35.00 each $ 15 Stanchions @$10.00 per section $ Included 6 Water Stations @$35.00 per day $ Included 100 Pipe&Drape(811) @$4.50/linear foot $ Included Total Equipment Expense: $ Included Estimated Other Expenses: 150 Power hook-up 0—400 amp services @$2.00/amp/day x 1 day(power for pre-rig) $ $300.00 Badge Checker @$14.95 per hour-4 hour minimum $ Security @$19.50/hr.-4 hoar minimum $ Pre-Event Bulk Trash @$18.00 per hour,per man $ 30 Post-Event Bulk Trash @$18.00 per hour,per man $ 540.00 25 Fire Marshal @$55.00/hr. $ 1,375.00 Emergency Medical Technicians(EMS)@$22.50/hr. (4 hoar minimLun) $ Forklift @$75.00 each per hour $ Overtime per hour: $150.00(Meeting Rooms)or$500.00 (Exhibit Hall) $ • Air Conditioning/Heat during load-in/load-out @$400.00 per hour(Optional) $ Total Estimated Other Expenses: $ 2,215.00 Grand Total Estimated Facility Expenses: S 2.215.00 Rates for(labor are for estimating purposes only; actual rates will be confirmed six(6)months prior to event,as applicable. III. Advance Refundable Labor Deposit(s): Two thousand two hundred fifteen and no Dollars ($2,215.00) Due upon contract signing on or before June 16,2006. This payment must accompany signed contract in order to ensure full execution of this agreement,and will be applied to final bill. Any unused deposit will be refunded within thirty days following event. IV. Facility Deposits: Room Rental: N/A Dollars($ ) (100%due 45 days prior to event) Due on or before ConlracVl 5282A Sales Mgr. S MCNmr P,e,,r d by K Lccn,y Dam 6/9/06 Page 2 of 15 V. See attached Catering Department Terms and Conditions. All food and beverages to be served to Pageant event attendees are to be provided exclusively by MANAGER'S official caterer(except to the extent that Pageant sponsors distribute free product samples). MANAGER acknowledges and agrees that AUTHORIZED USER may provide or have provided on its behalf meals and craft services for Pageant contestants, crew and other personnel without using MANAGER'S official caterer, subject to the approval of MANAGER'S official caterer, which approval will not be unreasonably withheld. VI. Payment Requirements: (a) All payments by AUTHORIZED USER are to be made payable to Palm Springs Convention Center. (b) A service charge of$25.00 will be imposed on any checks returned for non-sufficient or uncollectible funds. (c) In the event fill payment for charges owed are not paid within 30 days of the date of invoice, MANAGER may immediately impose a late payment charge of 1.5% per month (18% annually) on the unpaid balance, and recover all reasonable costs of collection (excluding attorneys' fees). VII. Set Up Requirements: (a) A layout detailing specific requirements must be received by MANAGER at least fifteen (15) days prior to the event. The layout must indicate stage or head table set up as well as room configuration and any other requests AUTHORIZED USER may have. In the event that changes are requested by AUTHORIZED USER once MANAGER sets up for the specific event, then AUTHORIZED USER will be subject to all • labor charges then in effect to make such change(s). (b) Equipment prices apply only to items available in PSCC inventory. Any equipment needs above PSCC inventory will be billed in accordance with rates available from outside rental agencies. AUTHORIZED USER may utilize outside providers to fulfill its equipment needs. (c) PSCC is a no smoking facility by order of the City of Palm Springs. (d)Any unpennitted cancellation by AUTHORIZED USER or failure to occupy premises as indicated above will result in forfeiting deposit(s) and AUTHORIZED USER being responsible for any further financial obligations mandated by and in accordance with the terns of this agreement Vill. Insurance: AUTHORIZED USER shall provide a certificate of insurance evidencing comprehensive liability and property damage insurance with coverage of at least one million dollars ($1,000,000) combined single limit. The coverage must be on a per occurrence basis and must be issued by a company licensed to provide such coverage in the State of California.The following must be included on the policy and certificate and named as additionally insured: • PSCC • SMG • City of Palm Springs Certificate of Insurance and copy of policy endorsement are due 30 days prior to the start of your event on or by June 23,2006. IX. Indemnification: (a) AUTHORIZED USER agrees to indemnify, defend, and hold harmless, MANAGER and its officers, employees, agents and contractors from any and all claims, demands, loss, liability, cost or expense of any nature whatsoever resulting from the negligence or willful misconduct of AUTHORIZED USER and/or its officers, employees, agents, representatives and contractors. Conosm 5181A B:dcs Tgi 8 WN.h Prepared by:K Le iiuy Wro:mime Page 3 of 15 (b) The AUTHORIZED USER hereby assumes full responsibility for the acts and conduct of AUTHORIZED USER and/or its officers, employees, agents,representatives and contractors, and AUTHORIZED USER agrees to pay the reasonable cost of repair for any damages to the PSCC facility or premises caused by such persons, reasonable wear and tear excepted. (c) MANAGER agrees to defend, indemnify, and hold harmless AUTHORIZED USER and its partners, directors, officers, employees, agents and contractors from any and all claims, demands, loss, liability, cost or expense of any nature whatsoever resulting from the negligence or willful misconduct of the MANAGER, the PSCC and/or their respective officers, employees, agents, representatives, and contractors. X. Mana2ement: In permitting the occupancy of authorized areas by AUTHORIZED USER, MANAGER retains and does not relinquish the right to issue and enforce such rules, regulations and directives as it may deem necessary for the safe, orderly and commercially sound operation of the PSCC; provided, however, that the reservation of the foregoing rights will not (i) conflict with or contravene the rights of AUTHORIZED USER granted in this Authorized User Agreement, (ii) alter AUTHORIZED USER'S costs or obligations under this Agreement or(iii) interfere with or impede AUTHORIZED USER'S production schedule. MANAGER'S employees and agents may enter and have access to the areas frumished hereunder at any time, and authorized personnel may enter at reasonable times necessary to the performance of their duties. MANAGER reserves the right, in consultation with AUTHORIZED USER'S Director of Security, to eject any objectionable person or persons from the premises. The AUTHORIZED USER agrees that it will not allow any person at, in or about the facilities who shall, upon reasonable nondiscriminatory grounds,be objected to by MANAGER. Such person's right to use the PSCC and the authorized areas therein may be revoked by MANAGER. Unless otherwise specified in writing MANAGER shall be entitled to schedule other events similar to the permitted uses both before and after (but not during) the date of this Authorized User Agreement without notice to AUTHORIZED USER. XI. Cooperation With All Other Users: AUTHORIZED USER acknowledges that the MANAGER will make available, for use by others, such portions, areas and facilities of the PSCC that are not subject to this Authorized User Agreement. AUTHORIZED USER agrees to cooperate in good faith with the MANAGER and those persons using other portions and areas of the PSCC. XII. Rules and Regulations,Terms and Conditions and Addenda: (a) All of the terms and provisions contained in the Rules and Regulations and Applicable Addenda as specified below for MANAGER are applicable to this Authorized User Agreement and are made a part hereof as though printed in their entirety. (b) AUTHORIZED USER has received a copy of the following documents and agrees to abide by said Rules and Regulations, Catering Terms and Conditions and specified addendum contents and any modifications of said documents upon written notification of such modifications. Pertaining to and included as a pat of this contract are the following: General Rules and Regulations,and Catering Department Terns and Conditions. (c) The parties hereto agree that the terms and conditions of this Authorized User Agreement set forth the entire agreement of the parties hereto and cannot be changed or modified except by an instrument signed by the parties sought to be bound. This shall not limit MANAGER, or its designee, from imposing any reasonable additional policies and/or rules and regulations which may be necessary in the best interest of MANAGER for the operation of the PSCC; provided, however, that the reservation of the foregoing right to impose reasonable, additional policies and/or riles and regulations will not (i) conflict with or contravene the rights of AUTHORIZED USER granted in this Authorized User Agreement, (ii) alter AUTHORIZED USER'S costs or obligations under this Agreement or (iii) interfere with or impede AUTHORIZED USER's production schedule, except to the extent required to comply with municipal ordinances and state and federal statutes now in force or which may hereafter be in force. CanmmVt 5282A Sales Mgr S McNair Prepared by.K.Lorne, Date 619/06 Page 4 of 15 XIII. Retention of Lost Articles: MANAGER shall have the sole right to collect and shall have custody of articles left, lost or checked in the premises by persons attending any performances, exhibition or entertainment given or held in the premises, and the AUTHORIZED USER or any person in AUTHORIZED USER'S employ shall neither collect nor interfere with the collection or custody of such articles. MANAGER shall return such articles once claimed by their rightful owners. XIV. Capacity: AUTHORIZED USER shall not permit the sale or distribution of tickets or passes in excess of the seating capacity of the premises,nor admit a larger number of persons than can safely or freely move about therein. XV. Statutes/Permits: AUTHORIZED USER hereby acknowledges that the City of Palm Springs requires the full compliance of all Federal, State and local statutes and regulations as they may pertain to any and all activities conducted within these facilities. This compliance includes sales activities and the mandated collection and remittance of all appropriate State and local sales taxes and purchase of business permits. Likewise, the MANAGER shall at all time comply with all Federal, State,and local statutes and regulations. XVL Payment to Contractors and Concessionaires: All undisputed charges for contractual labor, service connections, catering and other accounts payable to independent contractors and concessionaires retained by AUTHORIZED USER must be paid in full, net 30, of correct invoice unless other arrangements for payment are specifically authorized by the contactor or concessionaire, and may be deducted from any funds on deposit by the PSCC. XVII. Inflammable Materials: AUTHORIZED USER shall not, without the prior written permission of MANAGER, use open flames, or use or store oils, burning fluids, camphene, kerosene, naphtha or gasoline or other gases for either mechanical or other purposes. AUTHORIZED USER shall file with MANAGER a written application for such use prior to AUTHORIZED USER obtaining MANAGER'S written permission therefore. Will. Use of Vehicles: Except during specified move-in and move-out periods or as otherwise set forth in this Authorized User Agreement (and the exhibits hereto), the AUTHORIZED USER shall not drive or cause to be driven any vehicle within the building without the written consent of the General Manager. XIX. Parking: All cars parking in areas under the control of MANAGER shall be charged a daily fee for parking on event day(i.e, the date of the Finals Show of the Pageant); except that AUTHORIZED USER shall receive 10 complimentary parking passes for event day. This fee is currently $6_00 per car for self-parking. Valet parking is available for an additional charge. XX. Non-Discrimination: The AUTHORIZED USER and the MANAGER shall not discriminate against any person or persons in connection with admission, services, or privileges offered to or enjoyed by the general public because of race, creed, ancestry, sexual orientation,disability,color,sex,marital status, age,religion or national origin. Cont,,al:5282A Soles Mgr S M,Nav N,uW by K Uu,, Daw:6/9/06 Page 5 of 15 XXI. Compliance With Law: AUTHORIZED USER, at its sole cost and expense, shall comply and secure compliance with requirements, including, but not limited to, wage and hour guidelines, and shall faithfully observe and secure observance in the use of the premises of all municipal ordinances and State and Federal Statutes now in force or which may hereafter be in force, except for those requirements imposed upon the City of Palm Springs or MANAGER as the owner and/or operator of the PSCC. XXII. Sublettine: AUTHORIZED USER shall not sublet the premises,nor hypothecate or mortgage its interests in this Authorized User Agreement, without the prior written consent of the General Manager, which consent shall not be unreasonably • withheld. XXIII. Liens: AUTHORIZED USER agrees to pay, when due, all claims for labor or material furnished or alleged to have been famished to or for AUTHORIZED USER at or for use in the PSCC premises in connection with AUTHORIZED USER'S particularized use and occupation of the PSCC facilities authorized herein, which claims are or may be secured by any mechanic's or materialman's lien against the PSCC facilities. If AUTHORIZED USER shall, in good faith, contest the validity of any such lien, claim or demand, then AUTHORIZED USER shall, at its sole expense, defend itself and the City of Palm Springs and MANAGER against the same and shall pay and satisfy any such adverse judgment rendered thereon before the enforcement thereof against the City of Palm Springs or MANAGER or the PSCC prenses. XXIV. Force Majeure: Obligations of the City of Palm Springs, MANAGER, and AUTHORIZED USER under this Authorized User Agreement shall be excused if performance is delayed, prevented, or rendered impractical by any of the following events beyond such party's control: fire, flood, earthquake, civil commotion, government acts or decisions, strike, lockout, labor disturbances, explosions, sabotage, accident, war, terrorism, or act of God, or similar causes (an event of"Force Majeure"). The party claiming it is excused from performing its obligation render this Authorized User Agreement due to an event of Force Majeure shall provide written notice to the other parties within five (5) days of the event identifying the event, how the event falls within the scope of this paragraph, and how the event prevents the party from performing its obligations under this Authorized User Agreement. The party seeking to be excused from such party's performance under this Authorized User Agreement due to an event of Force Majeure must exercise due diligence and take all reasonable steps to avoid, remove and overcome the effects of Force Majeure. Should the event of Force Majeure continue beyond thirty (30) days, or such shorter time period as necessary should there be a need for urgent action, either party may terminate this Agreement immediately upon written notice to the other party. Each party hereby waives ally claim for damages or compensation against the other for such delay or failure to perform, other than a refund of moneys paid under this Authorized User Agreement. In addition, in the event AUTHORIZED USER is the party invoking this provision XXVI, the amount which shall be refunded to the AUTHORIZED USER shall be less any sums actually expended on behalf of AUTHORIZED USER by MANAGER which could not be recovered by MANAGER, were authorized expenditures under this Authorized User Agreement, and were paid to a third party. In such instances MANAGER shall be required to provide AUTHORIZED USER with documentation including, but not limited to paid invoices, establishing: 1) the amount paid on behalf of AUTHORIZED USER by MANAGER; and 2)the name, address, and telephone number to whom such payments were made. CommciH 5181A S�1cs Mgr S M.Nei, Pi ared by K Lemiay Date'.6/9/06 Page 6 of 15 XXV. Bindine Effect,Assienability: This Authorized User Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. Except as set forth in this Authorized User Agreement (including, without limitation, AUTHORIZED USER's rights in paragraphs 2 and 3 of the Rider hereto),this Authorized User Agreement or any right hereunder may not be assigned by AUTHORIZED USER without the express written consent of MANAGER, which consent will not be unreasonably withheld; provided, however, that either party may assign same (a) in the event of a merger into or with another entity or the sale of all or substantially all the assets of such party to another entity or (b) to an entity controlling, controlled by, or under common control with such party, without the consent of the other party. In the event of an assignment hereunder, the assigning party will be relieved of all its obligations to the other party to the extent that such obligations are assumed in writing by any such assignee. XXVI. Entirety ofAereement: It is understood and agreed that the parties make no representations or agreements, oral or otherwise outside the terms of this Authorized User Agreement. XXVII. BMUASCAP Charges: AUTHORIZED USER agrees to bear all BMI and ASCAP charges attributable to this event. XXVIII. Contracted Service Providers: The Swank Audio Visuals team of professionals works as an extension of the MANAGER'S sales and operations staff to ensure a seamless and successful experience for your organization and the attendees. If AUTHORIZED USER elects to bring their own audio visual company or equipment, Swank Audio Visuals will provide an Audio Visual Liaison to supervise the load-in, set-up, tear-down and load-out phases of the event. The Liaison will be the main contact for your audio visual supplier, and will interface with both the audio visual company and the facility to ensure good communication between all parties in order to deliver a successful event. These services may be paid for by the AUTHORIZED USER in one of two ways: Option 1: A technical maintenance fee of 20% of the total value of audio visual equipment and services based on the published rates of Swank Audio Visuals. Under Option 1, the AUTHORIZED USER shall also be entitled to a 10% discount on any last- minute rentals of on-site equipment owned by Swank Audio Visuals. Option 2: The AUTHORIZED USER may pay for the Audio Visual Liaison at a daily rate of$750.00. The discount on last-minute items is not available under Option 2. The choice of payment option is at the discretion of the AUTHORIZED USER and must be decided in advance of the event. Should Swank Audio Visuals be utilized in an appropriate capacity or support • role, consideration will be given to waiving or reducing this charge. XXIX. Cancellation by AUTHORIZED USER: AUTHORIZED USER may cancel this Authorized User Agreement, without liability to AUTHORIZED USER, fifteen(15) days after written notice to MANAGER of MANAGER's breach or default of any material provisions or any of MANAGER's material obligations under this Authorized User Agreement in any respect, which breach or default is mot remedied to AUTHORIZED USER's reasonable satisfaction within such notice period. In the event MANAGER fails to frilly remedy such breach in a timely manner or MANAGER is incapable of fully remedying such breach in a timely manner, AUTHORIZED USER shall have the option to take such steps as may be necessary to cure, at MANAGER's reasonable cost and expense, such breach by MANAGER or to terminate this Authorized User Agreement in accordance with this paragraph. C.n[i, i 5282A sw«mbr s nnmaair N,,a d by.K.Lc,,, Dntc 6/9PoG Page 7 of 15 XXX. Cancellation by MANAGER: Upon receipt of prior written notice by MANAGER to AUTHORIZED USER, this Authorized User Agreement may be canceled without liability to MANAGER, fifteen(15)days after written notice to AUTHORIZED USER of any of the following conditions, which conditions are not remedied to MANAGER's reasonable satisfaction within such notice period: (a) if the AUTHORIZED USER is found to have provided materially false or misleading information, (b) if MANAGER finds that the use or proposed use will be detrimental to the health or safety of for the public or to the public welfare, (c) if AUTHORIZED USER defaults on any or has not completed all material conditions and material requirements for use of facilities within twenty (20) days of event following notice of said default and/or failure to complete conditions, or (d) if the facility is needed for public necessity or emergency use as reasonably determined by any local,state or federal governmental agency or instrumentality XXXI. Attorneys'Fees: If either party to this Authorized User Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Authorized User Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to its reasonable attorneys' fees. Attorneys' fees shall include attorneys' fees on any appeal, and in addition a party entitled to attorneys' fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other costs and expenses which are incurred in connection with such action. All such fees shall be deemed to have accrued on cormnencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. XXXIL Total Charges: Advance Labor Deposit $2,215.00 (due at contract signing on or before June 16,2006) Room Rental $ N/A (waived per City of Palm Springs) Estimated Expenses $ N/A (due on or by ) TOTAL: S2,215.110 XXXIII. Return of Authorized User Agreement: Completed Authorized User Agreement must be returned to the PSCC offices by June 16,2006,accompanied by payment of all fees and other conditions then due or Authorized User Agreement will be deemed null and void. Questions and clarifications should be directed to Palm Springs Convention Center, 277 North Avenida Caballeros, Palm Springs, CA 92262, telephone (760) 325-6611, facsimile (760) 322-6921. AS ACCEPTED AND EXECUTED: FOR"AUTHORIZED USER",BY DATED Tony Santomauro Designated Representative Miss Universe L.P.,LLLP FOR"MANAGER",BY DATED James M.Dunn,CMP,General Manager Palm Springs Convention Center Con6miA 5181A Sales Mgr S McNair Prepared by K Leeney D,,n 6/23/06 Page 8 of 15 C PALM SPRINGS CONVENTION CENTER GENERAL RULES & REGULATIONS General rules and regulations have been established to insure public safety and that the Center's employees, AUTHORIZED USER, and related service providers are working in a safe and orderly environment. These rules and regulations should skive as a guideline for all concerned. Any requests for variations or exceptions should be submitted to the event management personnel of the Center and must be approved in writing by the General Manager for the Palm Springs Convention Center. 1. In the case of public events, all ad copy and mailings, flyers, etc. issued by or under the control of AUTHORIZED USER referencing ticket sales must be reviewed and approved by the Sales Manager prior to being printed. Approval of such ad copy and mailings, flyers, etc. will not be unreasonably withheld. If the Sales Manager does not respond within 2 business days following receipt of the proposed ad copy and mailings, flyers, etc., this will constitute the approval of the Sales Manager. • 2. Helium balloons may not be given out inside the facility or on Center property to attendees. Balloons may be permanently attached to and removed from displays by Center staff only. 3. Adhesive backed decals and stickers may not be given out on Center property without written consent of MANAGER. "Glitter" is not permitted in the Center without written consent of MANAGER. 4. Animals and pets are not permitted in the building except when allowed by management in the authorized user agreement. Service animals are permitted. 5. PSCC permanent graphics, signs or displays may not be visibly blocked in any manner nor may temporary signs or • decorations be attached to permanent building graphics, except during televised or recorded events. 6. Furniture and equipment owned by the Center normally used in public areas may not be removed or repositioned without written permission from Center management. All registration or display tables in public areas (i.e., corridors, lobbies) must be skirted. 7. PSCC office telephones are reserved exclusively for Center business. PSCC numbers may not be published as an official show or convention number. S. The PSCC's official in-house concessionaire and catering company is the only firm allowed to serve food and beverage of any kind on Center property that is packaged to be consumed on the premises by Pageant event attendees (except to the extent that Pageant sponsors distribute free product samples). Consumables that are to be given to attendees free of charge must be arranged for in advance with the in-house concessionaire. MANAGER acknowledges and agrees that AUTHORIZED USER may provide or have provided on its behalf meals and craft services for Pageant contestants, crew and other personnel without using PSCC's official in-house concessionaire and catering company, subject to the approval • of PSCC's official in-house concessionaire and catering company,which approval will not be unreasonably withheld. 9. Smoking is not permitted inside the Center. 10. Decorations may not be fastened to ceilings,painted surfaces, columns or fabric and decorative walls in such a manner as to damage those surfaces. The AUTHORIZED USER must return the Center back to management in the same condition that it was received (reasonable wear and tear excepted). All damage to Center's property or equipment caused by the negligence or intentional misconduct of the AUTHORIZED USER or of the AUTHORIZED USER'S officers, employees, agents, representatives or contractors shall be the responsibility of the AUTHORIZED USER and/or the person or organization causing such damage. Show management must inspect all areas covered by the AUTHORIZED USER'S agreement prior to load-in and following load-out. Damages should be reported immediately to Center Management. it. Movement of portable walls and any equipment owned by the Center can only be accomplished by Center personnel. 12. House lighting,ventilation,heat or air conditioning will be provided as required during show open times, at no charge to AT THORIZED USER. Energy conservation is of prime concern and minimal light and comfort levels will be maintained during load-in and load-out periods. Rehearsals and similar pre-event activities may be assessed a utility charge for special light and comfort level requirements. 13. The facility is normally secured from 7:00 p.m. to 8:00 a.m. every day. Any time AUTHORIZED USER or his service contractors are in the facility, MANAGER supplied security guards will be present to insure the safety of everyone concerned,. 14. ATJTFIORIZED USER will be required to provide security in loading dock areas and the exhibit hall during exhibitor load-in and load-out. The expense of this security is the responsibility of the AUTHORIZED USER. A minimum of(2) Co=tc0l 5292A Sales Mgr S McNair P,,.arcdby K Lccncy Dom 6/9106 Page 9 of 15 security guards will be required for exhibitor load-in and load-out. In the event that the entire Oasis exhibit hall is utilized • for exhibits,the minimum number of security guards required will be increased to(3). ` 15. All areas to be locked and secured by AUTHORIZED USER must be approved by Center management. 16. All service contractor and show-related working personnel, temporary labor, etc., should enter and exit the building through designated employee entrances and are to be properly badged. 17. Exterior exhibit hall exit doors and loading dock exit doors are not to be propped open. Automated closing devices are not to be removed or tampered with. 18. No soliciting is permitted on the PSCC premises, which includes any portion of the PSCC building, parking area and walkways 19. Safety of all occupants of the Center is of utmost concern. Any and all unsafe conditions or activities will be brought to the attention of the responsible parties and corrective measures are to be made immediately. 20. During the times of load-in and load-out the following rules and regulations may result in the violators being removed from Center property: a. Loading or unloading is permitted only through the loading dock. No loading or unloading is permitted though any public corridors,lobbies or hallways. NO EXCEPTIONS. b. AUTHORIZED USER or its agent must place plastic or some other approved floor protection in the exhibit area aisles during load-in and load-out. C. Absolutely no drinking of alcoholic beverages is pemmitted during load-in and load-out times. d. Use or possession of illegal or controlled substances and/or firearms of any kind is prohibited; violators will be prosecuted. e. No speeding or reckless use of vehicles or equipment will be permitted. f. No gasoline, kerosene, diesel fuel or other liquids may be stored, permanently or temporarily, in hazardous work areas. g. No re-fueling activity of any kind is permitted. Re-fueling must be accomplished a minimum of fifty (50) feet beyond the exterior of the building. h. Exit doors may not be blocked with freight, equipment,display material,etc. 21. All lobby areas and entrances and restroom and concession areas are public spaces and can only be used by AUTHORIZED USER under the following guidelines: a. All activities utilizing public areas, such as registration, special exhibits or displays, etc. must be approved in advance. Detailed floor plans with specifications are to be submitted to Event management staff for approval. Approval of such activities and floor plans will not be unreasonably withheld. I£MANAGER does not respond within 2 business days following receipt of the proposed activities and floor plans,this will constitute the approval of Event management. b. Motorized vehicles, forklifts, gas or electric carts may only be used in public areas with written permission and an appropriate pass from Event management. All carpeted areas must be completely protected before any equipment will be allowed on the carpet. C. Clear access must be maintained to all food and beverage areas. 22. All parking areas are under the exclusive control of Center management and the following rules will apply: a. Employee parking areas will be for vehicles that have a parking permit prominently displayed on the vehicle. b. No parking in fire lanes, service roads, vacant exhibit halls, loading dock areas or any other location posted "no parking';this rule will be strictly enforced. Unauthorized vehicles will be removed at owner's expense. C. When two or more events require loading dock access, service contractors will generally work out mutually agreeable dock utilization schedules. Otherwise, Center managernent will allocate specific docks to each event as deemed appropriate. d. Any paid parking or food service in parking areas will be controlled by PSCC in-house contractors. e. The Convention Center provides parking lots located at Armado Road and Avenida Caballeros. Additional parking is also currently available in a lot located at Andreas and Alvarado Roads. Other surrounding parking areas are private property and therefore,vehicles parked on such property are subject to be towed. 23. Storage of wood crates is not permitted in exhibit halls or interior building areas under any circumstances. Refer to city of Palm Springs fire regulations for specific crate storage information.Added back...due to fire code 24. Tape removal is the responsibility of the AUTHORIZED USER and its service contractors. 25. AUTHORIZED USER and its service contractors are responsible for removal of bulk trash, crates, pallets, packing material, etc. prior to show opening and during load-out. Recycle containers must be used for all recyclable items. ConlnmlB 5282A Sines M, 5 McNev Prepared by K Leeney Unm.619/66 Page 10 of 15 Should bulk trash not be removed upon show opening or completion, MANAGER reserves the right to remove such trash at a reasonable charge to the AUTHORIZED USER. 26. All trash hauls shall be the responsibility of the MANAGER, at no cost to AUTHORIZED USER. 27. The PSCC does not accept advance freight shipments for exhibitors or AUTHORIZED USER due to space constraints. Freight must be consigned to the official service contractors or exhibitor service contractor, or delivered direct to service contractors or AUTHORIZED USER during the agreement period. 28. Mail received on site should be addressed to the appropriate show or event. Mail will be held in the PSCC Administration offices until the first day of the agreement period, at which time it will be delivered to AUTHORIZED USER. MANAGER will accept and store packages or freight prior to the contracted load in dates, at no cost to AUTHORIZED USER. 29. A City of Palm Springs fire marshal-approved copy of the floor plans must be delivered to Center management a minimum of 15 days prior to the Finals show of the Pageant. 30. AUTHORIZED USER agrees that everyone connected with the Permitted Uses shall comply with all laws of the United States and the State of California and all Palm Springs City and Riverside County ordinances, together with all requirements of the Palm Springs Police and Fire Departments or any other law enforcement agency, and will not do,nor allow to be done, anything on the Premises during the Term of this Agreement in violation of any such laws or ordinances; and if the attention of the MANAGER is called to such violation on the part of the AUTHORIZED USER, such AUTHORIZED USER will immediately desist fronn and correct such violations. AUTHORIZED USER will obtain at its own expense all licenses, permits and union and trade organization clearances required by any public body or by contract for use by the AUTHORIZED USER of the Premises and/or for the exhibition,playing, showing or presentation of any visual or sound compositions or productions, except for such licenses,permits and clearances required for the City of Palm Springs or MANAGER as the owner and/or operator of the PSCC. 31. IC any portion or all of Premises or any other portion of the PSCC building or furnishings are damaged by the negligence or default of the AUTHORIZED USER or of AUTHORIZED USER'S agents, employees,patrons, guests or any person admitted to the Premises by AUTHORIZED USER, AUTHORIZED USER will pay to MANAGER upon demand such sums as may be necessary to restore the Premises or any other portion of the PSCC building or furnishings to its former condition(reasonable wear and tear excepted). 32. In the event that the Premises are not vacated by AUTHORIZED USER upon the expiration of the Term, MANAGER is authorized to remove from the Premises, at the expense of the AUTHORIZED USER, all goods,wares,merchandise and property of any kind left therein, and MANAGER shall not be liable for any damages to or loss of such goods, wares, merchandise or property which may be sustained by reason of such removal. Nothing contained in this Agreement shall many way constitute MANAGER as a depository of any such properties whether owned by AUTHORIZED USER or a third party. 33. The MANAGER reserves, and at all times shall have, the sole right to operate or have operated in its behalf all cemmiercial enterprises, including concessions, bars and catering operations and to sell or otherwise provide food, periodicals, camera equipment,health aids, flowers,printed materials of any kind,novelties and photographs. All parking services, rights and privileges are reserved for the MANAGER. Notwithstanding anything to the contrary in this paragraph, AUTHORIZED USER may provide or have provided on its behalf meals and craft services for Pageant contestants, crew and other personnel without using PSCC's official in-house concessionaire and catering company, AUTHORIZED USER'S sponsors may give Pageant event attendees free product samples and AUTHORIZED USER may operate or have operated in its behalf and sell or otherwise provide souvenir merchandise related to the Pageant, including, without limitation, program books, posters, high-grade costume jewelry, photographs of the contestants to the Pageant and merchandise that incorporates Pageant contestant photographs (e.g., computer mouse pads, buttons). MANAGER acknowledges and agrees that it has no right to and will not sell any Pageant-related merchandise. 34. AUTHORIZED USER hereby acknowledges and understands that the selling, distribution and consumption of all alcoholic beverages must be in accordance with the laws, statutes and regulations of the State of California. The State of California has issued an Alcohol Beverage Control license to Savoury's Catering for their exclusive sale and distribution of alcoholic beverages at the Palm Springs Convention Center and all Convention Center properly. AUTHORIZED USER hereby acknowledges and understands that license precludes the dispensing of alcoholic beverages to individuals under the age of 21. AUTHORIZED USER agrees to assist in preventing any consumption of alcoholic beverages by underage attendees. Coil maifl 5282A S,&c Mgr S Mi,Nnrz Pl,,,ied by K Leenq ono enema Page 11 of 15 35. AUTHORIZED USER will not post or allow to be posted, signs, advertisements, showbills, lithographs, posters or cards of any description in or on any part of the Premises, except in regular locations provided by and only those pertaining to the Permitted Uses for such period of time as designated by the MANAGER will be allowed. AUTHORIZED USER shall remove all such signs objectionable to MANAGER. 36. AUTHORIZED USER shall not bring onto nor set off nor exhibit on nor over said premises, fireworks or explosives, without prior written approval of the City of Palm Springs Fire Marshal; nor shall AUTHORIZED USER do or pennit to be done, any act which shall invalidate or increase the risk or impair the rights to the City under any insurance policy in which the City may be an insured. 37. The following rules will apply to all exhibit events: a. Detailed floor plans are required for exhibit halls and registration or special activities and exhibits scheduled in any public areas of the Convention Center,including the exhibits located in the meeting rooms or ballroom. b. All exhibit floor or registration plans should include the following information: - Official name of the show,sponsoring organizations,dates and name of service contractor. - All plans should be drawn to scale. - Aisle widths should be clearly indicated. - Primary entrance doors and emergency exits should be readily determined. - We request that all service desks that are supplied by Center's exclusive companies be included with other service desks. 38. The basic Fire Code Regulations will be as follows: a. Show management, exhibitors, service contractors and all other involved parties must comply with all Federal, State and Municipal fire codes which apply to places of public assembly. Sections of the Life Safety Code Book which are pertinent to places of public assembly shall be considered a part of all licenses whether specifically referenced or not. Reference copies of the Life Safety Codes are available in the Center Management office. Fire regulations,under the current code as of 12/1/94,regarding display of vehicles are as follows: Sec.25.502 1. General. Display of liquid and gas-fireled vehicles and equipment inside an assembly occupancy shall be in accordance with this section. 2. Batteries. Batteries shall be disconnected in an approved manner. 3. Fuel Systems. (a) Fueling. Vehicles or equipment shall not be fueled or defueled within the building. (b) Quantity Limit. Fuel in the fiuel tank shall not exceed one-quarter of the tank capacity or five gallons,whichever is less. (c) Inspection. Fuel systems shall be inspected for leaks. (d) Closure. Fuel-tank openings shall be locked and sealed to prevent the escape of vapors. 4. Location. The location of vehicles or equipment shall not obstruct or block exits. (a) Additionally,plastic must be placed under each vehicle once the vehicle has been placed for display. (b) All drapes,curtains,table coverings and skirts,carpet or any materials used in exhibits must be flame retardant.All such material is subject to inspection and testing by the Fire Marshal. (c) Fire fighting and emergency equipment may not be hidden or obstructed, including fire extinguishers and fire hose cabinets, fire alarm pull stations and stand pipes. (d) Crates, wooden boxes, packing material, etc., may not be stored in exhibit halls, meeting rooms or exit areas. (e) Crates MAY NOT be stored in dock wells or on the dock apron, except that crates may be stored inside hailers in the dock wells. (f) Under no circumstances will crate storage or equipment storage be permitted to obstruct emergency exits from any area of the building. This requirement will be strictly enforced! (g) Crate storage is considered a potentially hazardous situation and service contractors should submit all crate storage plans to event management for approval. (h) All electrical equipment must be UL approved and all gasoline engines must be AGA approved. Refer to electrical and utility rate schedules for detailed electrical, gas, water and compressed air requirements for exhibits. (i) All emergency exits, hallways and aisles leading from the building are to be kept clear and unobstructed. Vehicles in fire lanes or blocking exits, etc.,will be removed at owner's expense. Cu.h,c{5262A Sv]c,Mgr S WNmr N,a W b,K.L,c,,, Dot 6/9/06 Page 12 of 15 (j) The use of welding equipment,open [lames or smoke emitting materials as part of an exhibit must be specifically approved on an individual basis by the City Fire Marshal. Written specifications may be submitted to Center management for Fire Marshal approval. 39. Events or circumstances not covered in these operating policies and procedures may be subject to special consideration and stipulations as deemed appropriate by MANAGER; provided, however, that the reservation of the right to impose special consideration and stipulations will not (i) conflict with or contravene the rights of AUTHORIZED USER granted in this Agreement, (ii) alter AUTHORIZED USER'S costs or obligations under this Agreement or (iii) interfere with or impede AUTHORIZED USER'S production schedule. 40. All ticketed events nest be arranged with the Convention Center finance office prior to going on sale or advertising. 41. All ushers must be approved by or provided by MANAGER. Questions and clarifications should be directed to SMG, Palm Springs Convention Center, 277 North Avenida Caballeros, Palm Springs, CA 92262,telephone(760)325-6611, facsimile(760)322-6921. AS ACCEPTED: • FOR"AUTHORIZED USER",BY DATED Tony Santomauro Designated Representative Miss Universe L.P.,LLLP FOR"MANAGER",BY DATED James M.Dunn,CMP, General Manager Palm Springs Convention Center CouLdWp 5252A S.I,,Mgr 5 WNmr Pm,i,,ad by.K.Canty Dalc 6/23/06 Page 13 of 15 Palm Springs Convention Center Catering Department Terms and Conditions Group Name: Miss Universe Organization Contract Number: 5282A Group Date: July 23 —August 17,2006 Food and Beverage Policy The MANAGER has the exclusive right to provide all food and beverage for events held at the Palm Springs Convention Center(PSCC) and the AUTHORIZED USER, its agents, contractors, employees,patrons, performers or guests shall not be permitted to bring food or beverage onto the facility premises; provided,however,that AUTHORIZED USER may provide or have provided on its behalf meals and craft services for Pageant contestants, crew and other personnel without using PSCC's official in-house concessionaire and catering company. All estimated prices, service charges and labor fees are subject to change. A Banquet Event Order(s) signed by both parties will detail the planned food and beverage items ordered and may vary from the amounts estimated below. Any addendum to these Terns and Conditions must have the approval of the MANAGER. Catering Deposit and Payment Policy A deposit of 50% of the total estimated food and beverage is required 45 days prior to event start date. The balance of payment is required 15-days prior to event start date. Any additional charges incurred during the function will be due upon completion of the event. Fifty Percent(50%) of Balance, $N/A Due on or before June 9, 2006. (45 days prior) Estimated Balance, $N/A Due on or before July 7, 2006. (15 days prior) Guarantees Seventy-two (72) hours prior to event (three business days, Monday to Friday), AUTHORIZED USER must advise the Catering Department of the exact number of guests attending. This number will constitute the guarantee, not subject to reduction, and charges will be made accordingly. The Catering Department will prepare meals for 5% over the guarantee,up to a maximum of 30 meals. If no guarantee is received at the appropriate time, the expected attendance as stated on the banquet event order will be used as the guarantee. F&B prices are estimated prior to 91-days of the event and guaranteed 90- days prior to event. Alcoholic Beverage Service The sale and service of alcoholic beverages is regulated by the California Alcoholic Beverage Commission. The Catering Department is responsible for the administration of these regulations; therefore, it is the policy of the MANAGER that liquor cannot be brought onto the Convention Center premises from outside sources. Conlnrtl0 5262A Sales Mgr 5 WIN." P,,,,ed by K Lmn, Dam 6/9/06 Page 14 of 15 Labor and Service Charges WAITERS—For all breaks and meal functions, a minimum guarantee of 25 guests is required. If this mininntm is not met, a $95.00 labor charge will apply. BARTENDERS—Bartenders are available at a charge of$95.00 for the first three hours and $24.00 per hour thereafter. CASHIERS — Cashiers are mandatory for cash bars and are charged at $95.00 for the first three hours and $24.00 per hour thereafter. CHEFS &CARVERS—Culinary staff is required for some menu items and are charged at$95.00 each for three hours. Waiter service time is a 3-hour maximum for Breakfast and Lunch, 4 hour maximum for Receptions and a 5-hour maximum for Dinner. Should your function times (food, service and program) exceed the above hours, a labor charge will be added to your final bill at the rate of$24.00 per server,per hour. A 20% service charge is added to all food and beverage charges. To that total, California state sales tax is added. Concession Policy Concessions are available either on request or at the discretion of the MANAGER. Cancellation Policy • In the event that AUTHORIZED USER cancels the event or any portion thereof 31 days or more prior to event, AUTHORIZED USER shall be responsible for and shall pay the MANAGER 35% of the projected food and beverage fees as sununarized above. hr the event that AUTHORIZED USER cancels less than 31 days and more than 72 hours prior to event, AUTHORIZED USER shall be responsible for and shall pay the MANAGER 50% of the projected food and beverage fees as smTunarized above. In the event that AUTHORIZED USER cancels within 72 hours prior to event, AUTHORIZED USER shall be responsible for and shall pay the MANAGER 100% of the projected food and beverage fees as surnrnarized above. MANAGER shall invoice AUTHORIZED USER for all applicable rental and fees upon cancellation by AUTHORIZED USER. Such fees will be due and payable within thirty (30) days from date of invoice. Once/if services have been ordered the cancellation would apply. AS ACCEPTED: FOR"AUTHORIZED USER" BY: DATED Tony Santomauro Designated Representative Miss Universe L.P.,LLLP FOR"CATERER"BY: DATED Glenn Schmidt Catering Sales Manager Conlmclll 52ffiA Sales Mg. S.McNair P,,,,d by K.Leeney Uatc 6h3/06 Page 15 of 15 Palm Springs Convention Center EXHIBIT A - revised 5/24/06 277 N Avenida Caballeros : � Palm Springs.CA 92262 ►� ,,. Agenda & Estimated Equipment and Services Event Number 5282 Miss Universe Organization Miss Teen 2006(5282) In/Out. Sun 07/23/2006 06:00 AM/Thu 08/17/2006 11:59 PM Start-End: Wed 08/16/2006 06:00 AM-11:59 PM Bookings Date&Times Location Function Setup People Amount 07/23/2006 Sunday 06 00 AM-11:59 PM Mesquite A Production Room Production Offices--Executive flow $0.00 06.00 AM-11.59 PM Mesquite B Production Room Production Offices--Ops flow $0.00 06:00 AM-11:59 PM Mesquite C Production Roam Production Offices--Press flow $0.00 07124/2006 Monday 06:00 AM-11:59 PM Mesquite A Production Room Production Offices--Executive flow $0.00 06 00 AM-11:59 PM Mesquite B Production Room Production Offices--Ops flow $0.00 06:00 AM-11:59 PM Mesquite C Production Room Production Offices--Press flow $0.00 07/25/2006 Tuesday 06 00 AM-1 t59 PM Agua Calientes(AB) Production Room Credentials flow $0.00 ' 06 00 AM-11:59 PM Mesquite A Production Room Production Offices--Executive flow $0.00 06 00 AM-11:59 PM Mesquite B Production Room Production Offlces--Ops flow $0.00 06.00 AM-11:59 PM Mesquite C Production Room Production Offices--Press flow $0.00 07/26/2006 Wednesday 06:00 AM-11,59 PM Ague Calientes(AB) Production Room Credentials flow $0.00 06:00 AM-11:59 PM Mesquite A Production Room Production Offices--Executive flow $0.00 06'00 AM-11 59 PM Mesquite B Production Room Production Offices--Ops flow $0.00 06.00 AM-11 59 PM Mesquite C Production Room Production Offices--Press flow $0.00 06 00 AM-11 59 PM Smoketree F Production Room Remotes flow $0.00 07/27/2006 Thursday 06:00 AM-11:59 PM Agua Callentes(AB) Production Room Credentials flow $0.00 06:00 AM-11:59 PM Mesquite A Production Room Production Offices--Executive flow $0.00 06:00 AM-11:59 PM Mesquite B Production Room Production Offices--Ops flow $0 00 06:00 AM-11:59 PM Mesquite C Production Room Production Offices--Press flow $0 00 06:00 AM-11:59 PM Smoketree F Production Room Remotes flow $0.00 07128/2006 Friday 06:00 AM-11:59 PM Agua Callentes(AS) Production Room Credentials flow $0.00 06:00 AM-11,59 PM Mesquite A Production Room Production Offices--Executive flow $0.00 06.00 AM-11:59 PM Mesquite B Production Room Production Offices--Ops flow $0 00 06:00 AM-11:59 PM Mesquite C Production Room Production Offices--Press flow $0.00 06.00 AM-11.59 PM Smoketree F Production Room Remotes flow $0.00 0712 9/2 0 0 6 Saturday 06:00 AM-11:59 PM Agua Calientes(AB) Production Room Credentials flow $0.00 06:00 AM-11:59 PM Mesquite A Production Room Production Offices--Executive flow $0 00 06:00 AM-11:59 PM Mesquite B Production Room Production Offices--Ops flow $0.00 06:00 AM-11:59 PM Mesquite C Production Room Production Offices--Press flow $0.00 Bookings(Continued) Date&Times Location Function Setup People Amount 06:00 AM-11.59 PM Smoketree F Production Room Remotes flow $0.00 07/30/2006 Sunday 06:00 AM-11:59 PM Agua Calientes(AB) Production Room Credentials flow $0.00 06:00 AM-11:59 PM Mesquite A Production Room Production Offices--Executive flow $0.00 06:00 AM-11:59 PM Mesquite B Production Room Production Offices--Ops flow $0.00 06 00 AM-11:59 PM Mesquite C Production Room Production Offices--Press flow $0.00 06:00 AM-11:59 PM Oasis Hall 4 Registration Registration&Fittings flow $0 00 06.00 AM-11:59 PM Smoketree A Production Room Producer/Director/Post flow $0.00 06:00 AM-11:59 PM Smoketree B Production Room Producer/Director/Post flow $0.00 06:00 AM-11:59 PM Smoketree C Production Roam Producer/Director/Post flow $0.00 06 00 AM-11 59 PM Smoketree D Production Room Producer/Director/Post flaw $0.00 06:00 AM-11:59 PM Smoketree E Production Room Producer/Director/Post flow $0.00 06 00 AM-11:59 PM Smoketree F Production Room Remotes flow $0.00 07/31/2006 Monday 06`00 AM-11:59 PM Agua Calientes(AB) Production Room Credentials flow $0.00 06:00 AM-11:59 PM Mesquite A Production Room Production Offices--Executive flow $0 00 06:00 AM-11:59 PM Mesquite B Production Room Production Offices--Ops flow $0.00 06:00 AM-11:59 PM Mesquite C Production Room Production Offices--Press flow $0.00 06:00 AM-11.59 PM Oasis Hall 4 Registration Registration&Fittings flow $0.00 06.00 AM-11 59 PM Primrose Ballrooms(A-D) Storage Storage only(no airconditioning flow $0 00 necessary) 06:00 AM-11.59 PM Smoketree A Production Room Producer/Director/Post flow $0 00 06:00 AM-11:59 PM Smoketree B Production Room Producer/Director/Post flow $0.00 06:00 AM-11:59 PM Smoketree C Production Roam Producer/Director/Post flow $0.00 06:00 AM-11:59 PM Smoketree D Production Room Producer/Director/Post flow $0.00 06:00 AM-11 59 PM Smoketree E Production Room Producer/Director/Post flow $0.00 06:00 AM-11.59 PM Smoketree F Production Room Remotes flow $0 00 0 8101/2 0 0 6 Tuesday 06:00 AM-11 59 PM Agua Calientes(AB) Production Room Credentials flow $0.00 06:00 AM-11 59 PM Mesquite A Production Room Production Offices--Executive flow $0.00 06.00 AM-11:59 PM Mesquite B Production Room Production Offices--Ops flow $0 00 06:00 AM-11:59 PM Mesquite C Production Room Production Offices--Press flow $0.00 06:00 AM-1159 PM Mesquite D Dressing Room Wardrobe flow $0.00 06:00 AM-11:59 PM Oasis Hall 4 Registration Registration&Fittings flow $0.00 06*00 AM-11.59 PM Primrose Ballrooms(A-D) Storage Storage only(no airconditioning flow $0.00 necessary) 06 00 AM-11:59 PM Smoketree A Production Room Producer/Director/Post flow $0.00 06:00 AM-11:59 PM Smoketree B Production Room Producer/Director/Post flow $0.00 06:00 AM-11:59 PM Smoketree C Production Room Producer/Director/Post flow $0.00 06:00 AM-11:59 PM Smoketree D Production Room Producer/Director/Post flow $0.00 06:00 AM-11.59 PM Smoketree E Production Room Producer/Director/Post flow $0.00 06.00 AM-11:59 PM Smoketree F Production Room Remotes flow $0.00 08/0212006 Wednesday 06 00 AM-11:59 PM Agua Calientes(AB) Production Room Credentials flow $0.00 06:00 AM-11:59 PM Mesquite A Production Room Production Offices--Executive flow $0.00 06:00 AM-11:59 PM Mesquite B Production Room Production Offices--Ops flow $0.00 06:00 AM-11:59 PM Mesquite C Production Room Production Offices--Press flow $0.00 06:00 AM-11:59 PM Mesquite D Dressing Roam Wardrobe flow $0.00 06:00 AM-11:59 PM Oasis Hall 4 Registration Registration&Fittings flow $0.00 06:00 AM-11:59 PM Primrose Ballrooms(A-D) Storage Storage only(no airconditioning flow $0.00 necessary) 06:00 AM-11:59 PM Smoketree A Production Room Producer/Director/Post flow $0.00 06:00 AM-11:59 PM Smoketree B Production Room Producer/Director/Post flow $0.00 06:00 AM-11:59 PM Smoketree C Production Room Producer/Director/Post flow $0.00 06:00 AM-11:59 PM Smoketree D Production Room Producer/Director/Post flow $0.00 06:00 AM-11.59 PM Smoketree E Production Roam Producer/Director/Post flow $0.00 Bookings(Continued) i Date&Times Location Function Setup People Amount 06:00 AM-11:59 PM Smoketree F Production Room Remotes flow $0.00 08/03/2006 Thursday 06:00 AM-11 59 PM Agua Calientes(AB) Production Room Credentials flow $0.00 06:00 AM-11.59 PM Mesquite A Production Room Production Offices--Executive flow $0.00 06*00 AM-11:59 PM Mesquite B Production Room Production Offices--Ops flow $0.00 06:00 AM-11:59 PM Mesquite C Production Room Production Offices--Press flow $0 00 06 00 AM-11:59 PM Mesquite D Dressing Room Wardrobe flow $0 00 06.00 AM-11:59 PM Primrose Ballrooms(A-D) Storage Storage only(no airconditioning flow $0.00 necessary) 06:00 AM-11:59 PM Smoketree A Production Room Producer/Director/Post flow $0.00 06:00 AM-11:59 PM Smoketree B Production Room Producer/Director/Post flow $0 00 06:00 AM-11:59 PM Smoketree C Production Room Producer/Director/Post flow $0.00 06:00 AM-11:59 PM Smoketree D Production Room Producer/Director/Post flow $0.00 06:00 AM-11:59 PM Smoketree E Production Room Producer/Director/Post flow $0.00 06:00 AM-11.59 PM Smoketree F Production Room Remotes flow $0.00 08104/2006 Friday 06:00 AM-11:59 PM Ague Calientes(AB) Production Room Credentials flow $0.00 06:00 AM-11:59 PM Mesquite A Production Room Production Offices--Executive flow $0.00 06:00 AM-11 59 PM Mesquite B Production Room Production Offices--Ops flow $0.00 06.00 AM-11:59 PM Mesquite C Production Room Production Offices--Press flow $0.00 06:00 AM-11:59 PM Mesquite D Dressing Room Wardrobe flow $0.00 06:00 AM-11:59 PM Primrose Ballrooms(A-D) Set-Up Air conditioning on flow $0.00 06:00 AM-11 59 PM Smoketree A Production Room Producer/Director/Post flow $0 00 06.00 AM-11:59 PM Smoketree B Production Room Producer/Director/Post flow $0.00 06:00 AM-11:59 PM Smoketree C Production Room Producer/Director/Post flow $0.00 06:00 AM-11 59 PM Smoketree D Production Room Producer/Director/Post flow $0.00 06:00 AM-11:59 PM Smoketree E Production Room Producer/Director/Post flow $0 00 06.00 AM-11:59 PM Smoketree F Production Room Remotes flow $0.00 08105/2006 Saturday 06:00 AM-11:59 PM Agua Calientes(AB) Production Room Credentials flow $0.00 06:00 AM-11 59 PM Mesquite A Production Room Production Offices--Executive flow $0.00 06:00 AM-11:59 PM Mesquite B Production Room Production Offices--Ops flow $0.00 06:00 AM-11:59 PM Mesquite C Production Room Production Offices--Press flow $0.00 06:00 AM-11:59 PM Mesquite D Dressing Room Wardrobe flow $0.00 06:00 AM-11:59 PM Primrose Ballrooms(A-D) Rehearsal Custom flow $0.00 06:00 AM-11 59 PM Smoketree A Production Room Producer/Director/Post flow $0.00 06:00 AM-11:59 PM Smoketree B Production Room Producer/Director/Post flow $0.00 06 00 AM-11:59 PM Smoketree C Production Room Producer/Director/Post flow $0.00 06:00 AM-11:59 PM Smoketree D Production Room Producer/Director/Post flow $0.00 06:00 AM-11:59 PM Smoketree E Production Room Producer/Director/Post flow $0.00 06:00 AM-11:59 PM Smoketree F Production Room Remotes flow $0.00 12:00 PM-11.59 PM Oasis Halls(1-2) Production Set-up Pre Rig flow $0.00 O8/06/2006 Sunday 06 00 AM-11:59 PM Ague Calientes(AB) Production Room Credentials flow $0.00 06.00 AM-11:59 PM Mesquite A Production Room Production Offices--Executive flow $0.00 06:00 AM-11:59 PM Mesquite B Production Room Production Offices--Ops flow $0.00 06:00 AM-11.59 PM Mesquite C Production Room Production Offices--Press flow $0 00 05:00 AM-11 59 PM Mesquite D Dressing Roam Wardrobe flow $0.00 06:00 AM-11:59 PM Oasis Halls(1-2) Production Set-up Pre Rig and Hang flow $0.00 06:00 AM-11:59 PM Primrose Ballrooms(A-D) Rehearsal Custom flow $0.00 06:00 AM-11:59 PM Smoketree A Production Room Producer/Director/Post flow $0.00 06:00 AM-11:59 PM Smoketree B Production Room Producer/Director/Post flow $0.00 06:00 AM-11:59 PM Smoketree C Production Room Producer/Director/Post flow $0.00 06:00 AM-11:59 PM Smoketree D Production Room Producer/Director/Post flow $0 00 06:00 AM-11:59 PM Smoketree E Production Room Producer/Director/Post flow $0.00 06:00 AM-11:59 PM Smoketree F Production Room Remotes flow $0.00 Bookings(Continued) Date&Times Location Function Setup People Amount 0810V2006 Monday 06:00 AM-11:59 PM Ague Calientes(AS) Production Room Credentials flow :60.00 06:00 AM-11:59 PM Mesquite A Production Room Production Offices--Executive flow $0.00 06 00 AM-11:59 PM Mesquite B Production Room Production Offices--Ops flow $0.00 06:00 AM-11.59 PM Mesquite C Production Room Production Offices--Press flow $0.00 06:00 AM-11:59 PM Mesquite D Dressing Room Wardrobe flow $0.00 06 00 AM-11:59 PM Oasis Hall 1 Staging Area Custom flow $0.00 06:00 AM-11:59 PM Oasis Hall 2 Staging Area Custom flow $0 00 06 00 AM-11:59 PM Primrose Ballrooms(A-D) Rehearsal Custom flow $0.00 06:00 AM-11:59 PM Smoketree A Production Room Producer/Director/Post flow $0.00 06 00 AM-11:59 PM Smoketree B Production Room Producer/Director/Post flow $0.00 06:00 AM-11:59 PM Smoketree C Production Room Producer/Director/Post flow $0 00 06:00 AM-11:59 PM Smoketree D Production Room Producer/Director/Post flow $0.00 06 00 AM-11:59 PM Smoketree E Production Room Producer/Director/Post flow $0 00 06:00 AM-11 59 PM Smoketree F Production Room Remotes flow $0.00 08/08/2006 Tuesday 06.00 AM-11:59 PM Agua Calientes(AB) Production Room Credentials flow $0.00 06:00 AM-11:59 PM Mesquite A Production Room Production Offices--Executive flow $0.00 06:00 AM-11:59 PM Mesquite B Production Room Production Offices--Ops flow $0.00 06.00 AM-11:59 PM Mesquite C Production Room Production Offices--Press flow $0.00 06:00 AM-11:59 PM Mesquite D Dressing Roam Wardrobe flow $0.00 06:00 AM-11:59 PM Mesquite E Dressing Room Talent Dressing Room 1 flow $0.00 06:00 AM-11 59 PM Mesquite F Dressing Roam Talent Dressing Room 2 flow $0.00 06:00 AM-11:59 PM Mesquite G Dressing Roam Talent Dressing Room 3 flow $0.00 06:00 AM-11:59 PM Mesquite H Production Room Pro Tools Audio flow $0.00 06:00 AM-11:59 PM Oasis Hall 'I Staging Area Custom flow $0.00 06:00 AM-11:59 PM Oasis Hall 2 Production Set-up Custom flow $0.00 06:00 AM-11:59 PM Oasis Halls(3A-3B) Production Room Truck Parking flow $0.00 06:00 AM-11:59 PM Primrose Ballrooms(A-D) Rehearsal Custom flow $0.00 06:00 AM-11:59 PM Smoketree A Production Room Producer/Director/Post flow $0.00 06:00 AM-11:59 PM Smoketree B Production Room Producer/Director/Post flow $0.00 06:00 AM-11:59 PM Smoketree C Production Room Producer/Director/Post flow $0.00 06:00 AM-11:59 PM Smoketree D Production Room Producer/Director/Post flow $0.00 06:00 AM-11:59 PM Smoketree E Production Room Producer/Director/Post flow $0.00 06:00 AM-11:59 PM Smoketree F Production Room Remotes flow $0.00 08/09/2006 Wednesday 06:00 AM-11:59 PM Agua Calientes(AB) Production Room Credentials flow $0.00 06:00 AM-11:59 PM Mesquite A Production Room Production Offices--Executive flow $0 00 06:00 AM-11:59 PM Mesquite B Production Room Production Offices--Ops flow $0 00 06 00 AM-11:59 PM Mesquite C Production Room Production Offices--Press flow $0.00 06:00 AM-11.59 PM Mesquite D Dressing Room Wardrobe flow $0 00 06:00 AM-11:59 PM Mesquite E Dressing Room Talent Dressing Room 1 flow $0.00 06:00 AM-11:59 PM Mesquite F Dressing Room Talent Dressing Room 2 flow $0.00 06:00 AM-11:59 PM Mesquite G Dressing Roam Talent Dressing Room 3 flow $0 00 06:00 AM-11:59 PM Mesquite H Production Room Pro Tools Audio flow $0.00 06:00 AM-11:59 PM Oasis Hall 1 Staging Area Custom flow $0.00 06:00 AM-11:59 PM Oasis Hall 2 Production Set-up Custom flow $0.00 06:00 AM-11:59 PM Oasis Halls(3A-3B) Production Room Truck Parking flow $0.00 06:00 AM-11:59 PM Primrose Ballrooms(A-D) Rehearsal Custom flow $0.00 06:00 AM-11,59 PM Smoketree A Production Room Producer/Director/Post flow $0.00 06:00 AM-11 59 PM Smoketree B Production Roam Producer/Director/Post flow $0.00 06.00 AM-11:59 PM Smoketree C Production Room Producer/Director/Past flow $0.00 06:00 AM-11:59 PM Smoketree D Production Room Producer/Director/Post flow $0 00 06:00 AM-11:59 PM Smoketree E Production Room Producer/Director/Post flow $0.00 06:00 AM-11:59 PM Smoketree F Production Room Remotes flow $0 00 Bookings(Continued) Date&Times Location Function Setup People Amount 08/10/2006 Thursday 06 00 AM-11:59 PM Ague Calientes(AB) Production Room Credentials flow $0 00 06 00 AM-11.50 PM Mesquite A Production Room Production Offices--Executive flow $0.00 06:00 AM-11:59 PM Mesquite B Production Room Production Offices--Ops flow $0.00 06:00 AM-11:59 PM Mesquite C Production Room Production Offices--Press flow $0.00 06:00 AM-11:59 PM Mesquite D Dressing Room Wardrobe flow $0.00 06.00 AM-11:59 PM Mesquite E Dressing Room Talent Dressing Room 1 flow $0.00 06:00 AM-11:59 PM Mesquite F Dressing Room Talent Dressing Room 2 flow $0.00 06 00 AM-11:59 PM Mesquite G Dressing Room Talent Dressing Room 3 flow $0.00 06:00 AM-11:59 PM Mesquite H Production Room Pro Tools Audio flow $0 00 06:00 AM-11:59 PM Oasis Hall 1 Staging Area Custom flow $0 00 06 00 AM-11:59 PM Oasis Hall 2 Production Set-up Custom flow $0.00 06:00 AM-11:59 PM Oasis Halls(3A-3B) Production Room Truck Parking flow $0 00 06:00 AM-11:59 PM Primrose Ballrooms(A-D) Rehearsal Custom flow $0.00 O6 00 AM-11:59 PM Smoketree A Production Room Producer/Director/Post flow $0.00 06:00 AM-11:59 PM Smoketree B Production Room Producer/Director/Post flow $0.00 O6 00 AM-11:59 PM Smoketree C Production Room Producer/Director/Post flow $0.00 06:00 AM-11:59 PM Smoketree D Production Room Producer/Director/Post flow $0.00 06:00 AM-11:59 PM Smoketree E Production Room Producer/Director/Post flow $0.00 06 00 AM-11:59 PM Smoketree F Production Room Remotes flow $0.00 08/11/2006 Friday 06.00 AM-11:59 PM Agua Calientes(AB) Production Room Credentials flow $0.00 06:00 AM-11:59 PM Mesquite A Production Room Production Offices--Executive flow $0.00 06.00 AM-11:59 PM Mesquite B Production Room Production Offices--Ops flow $0.00 06 00 AM-11:59 PM Mesquite C Production Room Production Offices--Press flow $0.00 06:00 AM-11:59 PM Mesquite D Dressing Room Wardrobe flow $0.00 06:00 AM-11:59 PM Mesquite E Dressing Room Talent Dressing Room 1 flow $0.00 O6 00 AM-11:59 PM Mesquite F Dressing Room Talent Dressing Room 2 flow $0.00 06:00 AM-11:59 PM Mesquite G Dressing Room Talent Dressing Room 3 flow $0.00 06:00 AM-11:59 PM Mesquite H Production Room Pro Tools Audio flow $0.00 06 00 AM-11:59 PM Oasis Hall 1 Staging Area Custom flow $0.00 06:00 AM-11:59 PM Oasis Hall 2 Production Set-up Custom flow $0.00 06 00 AM-11:59 PM Oasis Halls(3A-3B) Production Room Truck Parking flow $0.00 06 00 AM-11 59 PM Primrose Ballrooms(A-D) Rehearsal Custom flow $0.00 06:00 AM-11 59 PM Smoketree A Production Room Producer/Director/Past flow $0.00 06:00 AM-11:59 PM Smoketree B Production Room Producer/Director/Past flow $0.00 06:00 AM-11:50 PM Smoketree C Production Room Producer/Director/Post flow $0.00 06:00 AM-11:59 PM Smoketree D Production Room Producer/Director/Post flaw $0.00 06:00 AM-11.59 PM Smoketree E Production Room Producer/Director/Post flow $0.00 06:00 AM-11:59 PM Smoketree F Production Room Remotes flow $0.00 08/12/2006 Saturday 06:00 AM-11.59 PM Agua Calientes(AB) Production Room Credentials flow $0.00 06:00 AM-11 59 PM Mesquite A Production Room Production Offices--Executive flow $0.00 06:00 AM-11:59 PM Mesquite B Production Roam Production Offices--Ops flow $0.00 06 00 AM-11:59 PM Mesquite C Production Room Production Offices--Press flow $0.00 06 00 AM-11:59 PM Mesquite D Dressing Room Wardrobe flow $0 00 06*00 AM-11:59 PM Mesquite E Dressing Room Talent Dressing Room 1 flow $0 00 06:00 AM-11:59 PM Mesquite F Dressing Room Talent Dressing Room 2 flow $0.00 06 00 AM-11 59 PM Mesquite G Dressing Room Talent Dressing Room 3 flow $0.00 06:00 AM-11.59 PM Mesquite H Production Room Pro Tools Audio flow $0.00 06:00 AM-11:59 PM Oasis Hall 1 Staging Area Custom flow $0.00 06 00 AM-11:59 PM Oasis Hall 2 Production Set-up Custom flow $0.00 06.00 AM-11:59 PM Oasis Halls(3A-3B) Production Room Truck Parking flow $0.00 06:00 AM-11:59 PM Primrose Ballrooms(A-D) Rehearsal Custom flow $0.00 06:00 AM-11 59 PM Smoketree A Production Room Producer/Director/Post flow $0.00 06:00 AM-11:59 PM Smoketree B Production Room Producer/Director/Post flow $0.00 06 00 AM-11:59 PM Smoketree C Production Room Producer/Director/Post flow $0.00 Bookings(Continued) Date&Times Location Function Setup People Amount 06:00 AM-11:59 PM Smoketree D Production Room Producer/Director/Post flow $0.00 06:00 AM-11:59 PM Smoketree E Production Room Producer/Director/Post flow $0.00 06:00 AM-11:59 PM Smoketree F Production Room Remotes flow $0.00 08111312006 Sunday 06:00 AM-11:59 PM Ague Calientes(AB) Production Room Credentials flow $0.00 06.00 AM-11:59 PM Mesquite A Production Room Production Offices--Executive flow $0.00 06:00 AM-11:59 PM Mesquite B Production Room Production Offices--Ops flow $0 00 06:00 AM-11:59 PM Mesquite C Production Room Production Offices--Press flow $0.00 06 00 AM-11:59 PM Mesquite D Dressing Room Wardrobe flow $0.00 06.00 AM-11:59 PM Mesquite E Dressing Room Talent Dressing Room 1 flow $0.00 06 00 AM-11:59 PM Mesquite F Dressing Room Talent Dressing Room 2 flow $0.00 06:00 AM-11:59 PM Mesquite G Dressing Room Talent Dressing Room 3 flow $0.00 06:00 AM-11:59 PM Mesquite H Production Room Pro Tools Audio flow $0.00 06:00 AM-11 59 PM Oasis Hall 1 Staging Area Custom flaw $0.00 06:00 AM-11:59 PM Oasis Hall 2 Production Set-up Custom flow $0.00 06:00 AM-11 59 PM Oasis Halls(3A-3B) Production Room Truck Parking flow $0.00 06:00 AM-11:59 PM Primrose Ballrooms(A-D) Rehearsal Custom flow $0.00 06:00 AM-11:59 PM Smoketree A Production Roam Producer/Director/Post flow $0.00 06:00 AM-11:59 PM Smoketree B Production Room Producer/Director/Post flow $0.00 06:00 AM-11:50 PM Smoketree C Production Room Producer/Director/Post flow $0 00 06:00 AM-11:59 PM Smoketree D Production Room Producer/Director/Post flow $0 00 06:00 AM-11:59 PM Smoketree E Production Room Producer/Director/Post flow $0.00 06 00 AM-11:59 PM Smoketree F Production Room Remotes flow $0 00 08/14/2006 Monday 06:00 AM-11,59 PM Agua Calientes(AB) Production Room Credentials flow $0.00 06:00 AM-11:59 PM Mesquite A Production Room Production Offices--Executive flow $0.00 06:00 AM-11:59 PM Mesquite B Production Room Production Offices--Ops flow $0.00 06:00 AM-11 59 PM Mesquite C Production Room Production Offices--Press flow $0.00 06:00 AM-11:59 PM Mesquite D Dressing Room Wardrobe flow $0.00 06:00 AM-11:59 PM Mesquite E Dressing Room Talent Dressing Room 1 flow $0.00 06:00 AM-11.59 PM Mesquite F Dressing Room Talent Dressing Room 2 flow $0.00 06:00 AM-11:59 PM Mesquite G Dressing Room Talent Dressing Room 3 flow $0.00 06:00 AM-11:59 PM Mesquite H Production Room Pro Tools Audio flow $0.00 06:00 AM-11:59 PM Oasis Hall 1 Staging Area Custom flow $0.00 06:00 AM-11:59 PM Oasis Hall 2 Production Set-up Custom flow $0 00 06:00 AM-11:59 PM Oasis Halls(3A-3B) Production Room Truck Parking flow $0.00 06.00 AM-11:59 PM Primrose Ballrooms(A-D) Rehearsal Custom flow $0.00 06:00 AM-11 59 PM Smoketree A Production Room Producer/Director/Post flow $0 00 06 00 AM-11:59 PM Smoketree B Production Room Producer/Director/Post flow $0.00 06:00 AM-11.59 PM Smoketree C Production Room Producer/Director/Post flow $0 00 06.00 AM-11:59 PM Smoketree D Production Room Produce rlDirector/Post flow $0.00 06:00 AM-11:59 PM Smoketree E Production Room Producer/Director/Past flow $0.00 06.00 AM-11:59 PM Smoketree F Production Room Remotes flow $0.00 0 8/1 512 0 0 6 Tuesday 06:00 AM-11 59 PM Agua Calientes(AB) Production Room Credentials flow $0.00 06:00 AM-11 59 PM Mesquite A Production Room Production Offices--Executive flow $0.00 06,00 AM-11.59 PM Mesquite B Production Room Production Offices--Ops flow $0.00 06:00 AM-11:59 PM Mesquite C Production Room Production Offices--Press flow $0.00 06:00 AM-11:59 PM Mesquite D Dressing Room Wardrobe flow $0.00 06:00 AM-11:59 PM Mesquite E Dressing Room Talent Dressing Room 1 flow $0.00 06:00 AM-11:59 PM Mesquite F Dressing Room Talent Dressing Room 2 flow $0 00 06.00 AM-11:59 PM Mesquite G Dressing Room Talent Dressing Room 3 flow $0 00 06:00 AM-11 59 PM Mesquite H Production Room Pro Tools Audio flow $0.00 06:00 AM-11.59 PM Oasis Hall 1 Show/Event Custom 1500 $0 00 06:00 AM-11 59 PM Oasis Hall 2 Show/Event Custom 1500 $0.00 06:00 AM-11:59 PM Oasis Halls(3A-3B) Production Room Truck Parking flow $0 00 Bookings(Continued) Date&Times Location Function Setup People Amount 06:00 AM-11:59 PM Primrose Ballrooms(A-D) Rehearsal Custom flow $0.00 06:00 AM-11:59 PM Smoketree A Production Room Producer/Director/Post flow $0.00 06:00 AM-11 59 PM Smoketree B Production Room Producer/Director/Post flow $0 00 06:00 AM-11:59 PM Smoketree C Production Room Producer/Director/Post flow $0.00 06:00 AM-11 S9 PM Smoketree D Production Room Producer/Director/Post flow $0.00 06:00 AM-11:59 PM Smoketree E Production Room Producer/Director/Post flow $0.00 06:00 AM-11:59 PM Smoketree F Production Room Remotes flow $0 00 O8116/2006 Wednesday 06:00 AM-11:59 PM Agua Calientes(AB) Teardown None flow $0.00 06:00 AM-11 59 PM Mesquite A Teardown None flow $0 00 06:00 AM-11:59 PM Mesquite B Teardown None flow $0.00 06 00 AM-11:59 PM Mesquite C Teardown None flow $0 00 06:00 AM-11:59 PM Mesquite D Teardown None flow $0.00 06 00 AM-11 59 PM Mesquite E Teardown None flow $0 00 06:00 AM-11-59 PM Mesquite F Teardown None flow $0 00 06:00 AM-11:59 PM Mesquite G Teardown None flow $0.00 06:00 AM-11:59 PM Mesquite H Teardown None flow $0.00 06 00 AM-11 59 PM Oasis Hall 1 Teardown None flow $0.00 06:00 AM-11:59 PM Oasis Hall 2 Teardown None flow $0.00 06.00 AM-11:59 PM Oasis Halls(3A-3B) Teardown None flow $0.00 06 00 AM-11:59 PM Primrose Ballrooms(A-D) Teardown None flow $0.00 06:00 AM-11:59 PM Smoketree A Teardown None flow $0.00 06:00 AM-11.59 PM Smoketree B Teardown None flow $0.00 06:00 AM-11:59 PM Smoketree C Teardown None flow $0.00 06.00 AM-11:59 PM Smoketree D Teardown None flow $0.00 06 00 AM-11:59 PM Smoketree E Teardown None flow $0.00 06:00 AM-11 59 PM Smoketree F Teardown None flow $0.00 Total Room Rental: $0.00 Please sign below: Authorized User Manager Page 8of8 EXHIBIT B AGREEMENT RIDER The parties to the Authorized User Agreement (the"Agreement") to which this Agreement Rider is appended ("MANAGER" and "AUTHORIZED USER", respectively) amend the Agreement as follows: I. Security. MANAGER acknowledges and agrees that AUTHORIZED USER security personnel shall have access to the PSCC premises at all times in order to undertake all security measures necessary for the protection of the Pageant contestants and crew. 2. Rights. AUTHORIZED USER shall have the right to photograph, film and record the ]PSCC premises (interior and exterior), including any and all signs on the on the premises and the trade name and trademarks if any, connected with the PSCC premises, and any and all materials provided by MANAGER hereunder, including but not limited to corporate trademarks and trade names, logos, artwork, and designs (collectively, "Materials") and to depict the PSCC premises, Materials and/or any part or parts thereof, as AUTHORIZED USER may choose in its sole judgment and discretion, in and in connection with the Pageant. It is understood by the parties hereto that AUTHORIZED USER may use any portion of the Pageant that includes the Materials in any advertising, promotion, publicity or marketing for the Pageant, AUTHORIZED USER and any television station or channel, satellite network, or cable network that broadcasts or otherwise transmits the Pageant (the "Advertisements"). The MANAGER grants to AUTHORIZED USER a non-exclusive, worldwide, fully-paid license and right to use, reproduce and display the PSCC'S name, logo, trade- and/or service marks, trade dress or other • intellectual property, in any and all media, in exercising or performing AUTHORIZED USER'S rights, duties and/or obligations hereunder and in advertisements, publicity, merchandise, marketing and promotion for the Pageant and AUTHORIZED USER'S business activities. 3. Ownership. (a) The MANAGER shall not claim any property interest in the Pageant, and aclaiowledge and agrees that AUTHORIZED USER is the sole and exclusive proprietor and owner of all right, title and interest in and to the Pageant, all elements and all subsidiary and • ancillary rights thereof(including, without limitation, all rights under copyright), and MANAGER shall have no right to share in any revenues to be derived from the exploitation of such rights except as explicitly provided elsewhere in this Agreement or in subsequent written agreements between the parties. Without limiting the generality of the foregoing, any rights and proceeds in connection with the Pageant, such as, by way of example and without limitation, television, radio, motion picture, Internet, endorsement, merchandising, publication (including, without limitation, publication of the official souvenir program book for the Pageant), sponsorship and any other similar or dissimilar similar rights and proceeds shall be the sole and exclusive property of AUTHORIZED USER and AUTHORIZED USER shall have the sole and exclusive right to broadcast, exhibit, distribute, advertise, publicize,promote or otherwise exploit by such means and for such purposes the Pageant, including, without limitation, the ]Presentation Show, the Finals Show and all other events and activities relating to the Pageant, throughout the universe and in perpetuity, in any and all media, now known or hereafter devised (including without limitation television [whether free,pay, cable, satellite or otherwise], theatrical, non theatrical, cassettes, discs and other home video devices, radio, the Internet and other on line or computer-assisted media, and print media), as AUTHORIZED USER designates. All rights not explicitly granted to MANAGER in this Agreement are expressly reserved to AUTHORIZED USER. (b) All rights of every kind in and to all photographs, film and recordings made by AUTHORIZED USER pursuant to this Agreement and their exclusive use in the Pageant or in the Advertisements throughout the universe in any and all media (whether now known or hereafter discovered) in perpetuity shall be and remain vested in AUTHORIZED USER, its successors, assigns, and licensees, and neither the MANAGER nor any other party having an interest in the PSCC shall have any claim or action against AUTHORIZED USER or any other party arising out of any use of the photographs, film and/or recordings. Without in any way limiting the foregoing, AUTHORIZED USER shall have the unrestricted right to license, assign and otherwise dispose of any and all of AUTHORIZES USER'S rights in and to the photographs, film and recordings made hereunder to any third party. The breach, revocation, voiding or cancellation of the Agreement shall not affect AUTHORIZED USER'S rights under this paragraph with respect to the Pageant or with respect to photographs, films and recordings made pursuant to this Agreement or otherwise. Neither the MANAGER nor any other party having an interest in the PSCC shall have the right to approve the script for the Pageant Finals telecast. The MANAGER'S sole remedy for breach of this Agreement shall be an action for money damages. In no event will the MANAGER be entitled to injunctive relief. 41. MANAGER Representations and Warranties/Authority to Enter Contract. MANAGER warrants and represents to AUTHORIZED USER that: (a) it has frill legal right to enter into this Agreement; to grant AUTHORIZED USER all rights provided herein; the MANAGER is under no obligation or disability, created by law or otherwise, which would in any manner or to any extent, prevent or restrict the MANAGER from entering into and freely performing this Agreement; and the MANAGER shall not accept any commitment or enter into any agreement that will interfere with the MANAGER'S full compliance with the terms and conditions hereunder; (b) any material to be furnished by the MANAGER to AUTHORIZED USER hereunder shall be wholly original with the MANAGER and AUTHORIZED USER'S use of such material will not violate or infringe upon the rights of any third party and the MANAGER has the sole right to grant the right to use such material in connection with the Pageant to AUTHORIZED USER; and (c) the PSCC'S facilities and premises are free of latent defects of which MANAGER is or should be aware except those of which MANAGER has notified AUTHORIZED USER. -2- 5. Press. Accreditation of press personnel and issuance of press passes shall be determined within the sole and exclusive discretion of AUTHORIZED USER. MANAGER shall cooperate with AUTHORIZED USER in scheduling press releases and conferences, and AUTHORIZED USER and MANAGER shall work together to secure as much positive press as possible for the benefit of AUTHORIZED USER and Palm Springs. Any publicity, paid advertisements, press notices, or other information with respect to this Agreement and/or the Pageant issued by MANAGER or any person under its control shall be subject to AUTHORIZED USER'S prior written approval. It is understood and agreed that that MANAGER is not permitted to release any information regarding newsworthy events until AUTHORIZED USER has released a press release disclosing that information. 6. Policies of AUTHORIZED USER. The conduct and policies of the MISS TEEN USA Pageant shall rest solely and exclusively with AUTHORIZED USER and MANAGER agrees to follow and abide by all such policies and all decisions made by AUTHORIZED USER in connection with the conduct of the Pageant. 7. Binding Legal Obligation. MANAGER represents that this Agreement is the binding and legal obligation of MANAGER, and MANAGER shall take whatever action may be required to ratify and confirm the binding and legal effect hereof. Similarly, AUTHORIZED USER represents that this Agreement is the binding and legal obligation of AUTHORIZED USER, and that it shall take whatever action may be required to ratify and confirm the binding and legal effect hereof. S. Director Liability. No directors, officers, partners, stockholders or employees of AUTHORIZED USER or MANAGER, or their affiliated or related companies, whether past, ]present or fature, shall have any personal liability arising out of or in connection with this Agreement by reason of said person's status as such, except for such individual's act to bind AUTHORIZED USER or MANAGER without authority. 9. Confidentiality. The parties agree that the financial and other business terms of this Agreement are confidential and that neither party will disclose those terms to any third party 'without the prior written consent of the other party, except as actually required by law, to their respective attorneys, accountants or other representatives, as reasonably necessary for each party to perforni its obligations hereunder or enforce or enjoy its rights and/or remedies hereunder. 10. Independent Contractors. AUTHORIZED USER and the MANAGER expressly agree that the relationship between them is that of two principals dealing with each other as independent contractors. Accordingly, nothing contained in this Agreement nor activities undertaken by the parties pursuant to this Agreement shall be deemed to create a joint venture, employment, partnership or agency relationship between AUTHORIZED USER and the MANAGER; nor shall this Agreement or the relationship between the parties be construed to be a lease or a lessor and lessee relationship, respectively. Neither the MANAGER nor AUTHORIZED USER has any authority to bind or Agreement on behalf of the other party hereto, and neither shall hold itself out to any third party as having any such authority. -3- 11. Miscellaneous. This Rider and the Agreement (subject to any interlineations by AUTHORIZED USER) to which it is appended is the entire agreement of the parties and supersedes all prior negotiations, understandings and agreements between the parties hereto with respect to the subject matter hereof. This Agreement may not be modified, changed, amended or waived, in part or in full, except by a written instrument signed by an authorized representative of each party. The waiver by either party of a specific breach of, or default under this Agreement by the other shall not be deemed a waiver of any subsequent breach or default. If any provision, sentence or clause of this Agreement is determined to be void or unenforceable, such determination shall have no effect upon any other provision, sentence or clause of this Agreement, all of which shall continue unimpaired and in full force and effect; provided, however, that the aggregate of all such provisions found to be invalid or unenforceable does not materially affect the benefits and obligations of the parties to this Agreement as a whole, in which such case AUTHORIZED USER shall have the right to terminate this Agreement immediately upon written notice to MANAGER. This Agreement shall be construed in accordance with the laws of the State of New York applicable to agreements entered into and to be performed entirely within that State, without regard to the conflicts of law principles thereof. This Rider supersedes all different or conflicting terms in the Agreement. The headings in this Rider are strictly for convenience and are irrelevant to the interpretation of this Rider. Facsimile copies of this Rider and the Agreement shall have the same force and effect as an original. ACCEPTED AND AGREED: Miss Universe L.P., LLLP SMG Designated Representative James M. Dunn CMP General Manager Date: Date: -4-