Loading...
revised Ice Arena Lease 7919a. ICE ARENA Seasonal Ice Rental Agreement This Seasonal Ice Rental Agreement ("Agreement") is made and entered into this 9th day of June, 2019 ("Effective Date") by and between Sheridan Ice, L.L.C. ("LESSOR") party of the first part, and Sheridan Hawks Junior Hockey Club, Inc. ("Team") party of the second part. WHEREAS, LESSOR owns and manages the Whitney Rink at the M&M Center located at 475 East Brundage Street, Sheridan WY, 82801 ("Arena"); and WHEREAS, LESSOR and the Team desire to enter into an agreement for the rental of ice time and related facilities at the Arena as further described herein. NOW THEREFORE, in consideration of the mutual promises, terms and conditions contained herein, the parties hereby contract and agree as follows: Term. The term of this Agreement shall commence on July 1, 2019 and expire on June 3, 2024 ("Initial Term"). Upon the end of the initial term, the Team has the option to renew the Lease for an additional five (5) year period upon the same terms and conditions contained herein ("Renewal Term") (the Initial Term and any Renewal Term are collectively referred to as the "Term") provided that the Lease is in full force and effect and the Team remains in good standing and is not in default under any of the terms and conditions of the Lease. If Team elects to exercise said option, then Team shall provide LESSOR with written notice at a minimum of 30 days prior to the expiration of the term of the Lease. If Team fails to provide such notice, Team, shall have no further or additional right to extend or renew the term of the Lease. 2. Termination. The parties shall have the right to terminate this Agreement as follows: (a) In the event the Team ceases or suspends its operations, the Team may terminate this Agreement upon thirty (30) days written notice to LESSOR. Should the NA3HL league ("League") cease to operate for any season, the Team will be deemed in suspension and may terminate the Agreement in accordance with this Section 2(b). The Team may not terminate this Agreement for the purpose of relocating to a different facility. (b) In the event the majority ownership of the Team be sold to a third party, either party hereto shall have the right to terminate this Agreement within sixty (60) days of the final sale of said majority ownership. 3. Ice Rental, i - (a) During the Term LESSOR agrees to rent ice time and related facilities at the Arena ("Ice Rental") to the Team in accordance with the terms on Exhibit A attached hereto. (b) In the event of mechanical or electrical breakdowns, unscheduled maintenance requirements or other unforeseen circumstances, then and in that event, upon reasonable notice, which whenever possible shall be at least ten (10) days, LESSOR reserves the right to cancel any date or change the time for the Team's scheduled usage of the Arena. At the Team's election, LESSOR shall reschedule same or credit the Team's account any amounts actually received by LESSOR as advance payment for such cancelled date. (c) Payments (settlements) shall be on a monthly basis, occurring on the first of the month. In the event that any installment payment is more than fifteen (15) days past due or a check is tendered by the Team and for any reason is returned to LESSOR unpaid, the delinquent amount shall bear interest at the rate of 1.5% per month or the highest lawful rate, whichever is lower. 4. Insurance. The parties to this Lease shall each, at its own expense, and throughout the Term provide such general liability insurance as will protect the Team and the LESSOR from all claims for damages to property and persons, including death and the use of products, giving cause for claims or damages, which may arise from the operation of the business conducted under this Agreement or from anyone directly or indirectly employed by the Team and/or the LESSOR. Such general liability insurance shall provide limits of not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate. Team and LESSOR shall be named as additional insured in said policies and the Team shall furnish to LESSOR, and LESSOR to Team, evidence of such insurance by a certificate of insurance of required coverage no later than thirty business (30) days before the Team enters upon the Arena ice for any reason, including but not limited to practice, scrimmages and/or try -outs. 5. Game and Management Operations: (a) On game day Ice Rentals the ice shall be resurfaced prior to warm-ups, following warm ups prior to face-off and in between periods. For all other Ice Rentals the ice shall be resurfaced prior to each rental time period secured by the Team. The Team may also request that the ice be resurfaced at any time during its rental time period at no additional cost. Time spent resurfacing conducted at the request of the Team shall count against the Team's rental time. (b) Game day Arena staff will coordinate sponsor events and promotional activities prior to games, between periods, post -game and in -game as needed. Game day Arena staff will use reasonable efforts to maintain the ordinary flow of the game (per the team's General Manager) with regards to promotions and game day events. -e - (c) Team will provide PA announcer, official scorekeepers, scoreboard operators, goal judges (2), penalty box personnel (2), TV/radio personnel as required by the Team and/or league, medical requirements (Team trainer), EMT's, security (if applicable), ticket sellers, and ticket takers and beer concession operators. LESSOR shall provide housekeeping, non -alcohol concession operators, and Zamboni driver as Arena staff sees fit to staff the events/games. (d) LESSOR will provide a game day manager that will sit with the PA announcer during games to aid in the overall presentation of the game. 6. Team Operations. (a) Game cancellations shall not be permitted without the written consent of LESSOR. In such instances, the Team shall pay for the Ice Rental for the originally scheduled game and both parties agree to negotiate terms for the re -scheduling of any cancelled game. (b) Broadcast rights are property of the Team and/or the league as provided for in the Team and leagues negotiated policy. LESSOR shall have no rights to the broadcasts of the Team's games and/or practices. The Team must pay for any cost incurred by LESSOR in assisting and implementing broadcasts; including but not limited to long distance fees and connection fees. 7. Sponsorship. (a) All revenue, benefits or other proceeds from sponsors under contract with LESSOR prior to the Effective Date shall be paid solely to LESSOR. Revenue, benefits or other proceeds from renewals of current sponsorship agreements or new sponsorship agreements executed during the Term and after the Effective Date shall be paid fifty percent (50%) to the Team and fifty percent (50%) to LESSOR, excluding therefrom revenue, benefits or other proceeds from Arena Event Specific Sponsors, as defined below, which revenue, benefits or other proceeds shall be paid eighty percent (80%) to LESSOR and twenty percent (20%) to the Team. "Arena Event Specific Sponsors" shall be defined as sponsors (i) who are obtained by Arena staff without the assistance of the Sales Employee (as defined below), (ii) whose sponsorship pertains to a specific event or events at the Arena not related to Team and is not general in nature, and (iii) who do not maintain any signage on the physical structure of the Arena, and excluding therefrom revenue, benefits or other proceeds from Team Event Specific Sponsors, as defined below, which revenue, benefits or other proceeds shall be paid eighty percent (80%) to Team and twenty percent (20%) to the LESSOR. "Team Event Specific Sponsors" shall be defined as sponsors (i) who are obtained by Team staff without the assistance of the Sales Employee (as defined below), (ii) whose sponsorship pertains to a specific event or events at the Arena related to Team and is not general in nature, and (iii) who do not maintain any signage on the physical structure of the Arena, (b) The Team and LESSOR agree to hire and employ one (1) full-time sponsorship sales employee ("Sales Employee") who shall work to obtain sponsorships for both the Team and the Arena during the Term on a salary and commission basis pursuant to a separate employment agreement between the Sales Employee, LESSOR and the Team ("Safes Employee Agreement"). LESSOR and the Team shall share equally in all costs and payments required under the Sales Employee Agreement, including but not limited to the Sales Employee's salary, commissions, benefits, payroll tax costs and worker's compensation costs. Neither LESSOR nor Team may pay the Sales Employee any amount not provided for in the Sales Employee Agreement (either through trade, cash or any other form) without the written consent of the other party. Notwithstanding anything to the contrary in the Sales Employment Agreement, the Sales Employee shall not be entitled to receive any commissions for procuring sponsors who are listed in a written notice of house sponsors ("House Sponsors") during the sixty (60) day period following the Effective Date. Such notice of House Sponsors shall be provided to LESSOR by Team within thirty (30) days following the Effective Date. The Sales Employee shall be entitled to receive commissions on any sponsors, including House Sponsors, procured after the sixty (60) day period following the Effective Date. (c) Team must honor and abide by all terms of agreements between LESSOR and existing sponsors and beverage vendors and may not take any actions in the pursuit of sponsorship or otherwise which conflict with the terms of such agreements. LESSOR will not maintain or enter into any agreements with any vendors of alcoholic beverages. Team will have sole rights to any sales of alcoholic beverages during games and other Team events: at the Arena. 8. Advertising and Marketing. (a) Advertising paid for by LESSOR for the Team shall be at the sole discretion of LESSOR. LESSOR shall endeavor to provide the Team with a basic strategy to promote the Team that may or may not include: radio, television, social media, print advertising and/or billboards/signage. LESSOR shall use reasonable efforts to see that the advertising for the Team is subject matter appropriate, priced properly for the market, cost effective and timely. Team and LESSOR understand that much of the analysis of marketing reach and penetration is discretionary and LESSOR will use reasonable efforts to maximize the potential. Both parties agree to maintain a yearly budget for game promotion and advertising. (b) All Team signage and/or logos must be approved in advance by LESSOR with respect to size, placement, material and location. Subject to LESSOR's approval, the Team shall be entitled to two locations on the dasher boards for the placement of official League, Team or League sponsor logo(s), and Team may have up to two (2) ice logos. The Team shall be solely responsible for all costs for signage and/or logo production and installation. (c) Any and all marketing and game day announcements will be professional in nature and take into consideration the "family" atmosphere of the Arena. (d) The Team agrees to use all reasonable efforts to make its players, coaches and staff members available for community efforts, appearances, and marketing opportunities. 9. Tickets. f (a) The LESSOR agrees the Team will utilize the ticket service/company selected by Team or operated by Team. (b) Team box office will be open at all times that the Arena is open and=will have the ability to sell Team tickets during those hours, as well as on-line. (c) LESSOR will receive a one dollar ($1.00) per ticket sold for the "energy surcharge" that will be placed on all tickets sold. (d) LESSOR will not receive a percentage of ticket sales for Team games unless agreed upon in advance. (e) Team will provide a monthly ticket report to the LESSOR for reconciliation purposes. LESSOR may also request ticket sales numbers from Team at any time and such information will not be unreasonably withheld. 10. Concessions and Sale and Service of Alcoholic or Malt Beverages. (a) LESSOR will operate concession stand for all food and non-alcoholic beverage concession sales in the Arena. Team shall receive none of the gross revenue from any and all food and non-alcoholic beverage concession sales in the Arena. (b) During the Team's junior hockey games and other Team events, Lessor gives Team permission to and Team may sell and serve alcoholic or malt beverages. Team may make such sales which occur on Team game days during the time period between the start of warm-ups (1/2 hour before game time) and the start of the third period. LESSOR shall receive none of the gross revenue from any and all alcoholic beverage concession sales in the Arena. 11. Merchandise. (a) Merchandise sales shall be at the discretion of the Team. Should the Team wish to sell merchandise, such sales will be conducted through the Arena front desk area using Arena staff as salespersons and Arena staff will keep records of all team merchandise transactions for accounting purposes. LESSOR will provide an area for merchandise display by the front entrance and storage for merchandise inventory. LESSOR shall receive ten percent (10%) of the gross sales from merchandise sold on non -game days. (b) Team shall keep all program sales revenue and is responsible for all program production costs. Arena employees used as program sellers shall be paid their normal Arena hourly rate, and the Team will reimburse LESSOR for those hours and any taxes, benefits, and/or worker's compensation due to such employee on a pro -rate basis as applicable. 12. Indemnification. Team shall defend and hold LESSOR, its officers, employees and agents harmless from and against any and all liability, loss, expense (including reasonable attorney's fees), or claims for injury or damages arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss, expense, attorney's fees, or claims for injury or damages are caused by or result from the negligent or iintentional- acts or omissions of Team, its officers agents, or employees. LESSOR shall defend and hold Team, its officers, employees, players and agents harmless from and against any add all liability, loss, expense (including reasonable attorneys' fees), or claims for injury or damages arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of LESSOR, its officers agents, or employees. 13. Default. (a) When a party fails to timely make any payment due hereunder or breaches any of the other material terms hereof, or breaches any of the material terms of any other written contract between the parties, such party shall be deemed in default. 3 (b) Upon five (5) days written notice following a default in payment, performance may be suspended until all arrearages have been paid in full. (c) Upon thirty (30) days notice following the suspension of performance or any other default the non -defaulting party may terminate this Agreement upon the other party's failure to cure the alleged default. I (d) Upon suspension or termination of this Agreement the non -defaulting party may pursue all remedies available to it under the terms hereof and under any applicable law. 14. Miscellaneous. (a) Facilities. The Arena will provide Team with a dedicated locker rodm which shall have an adjoining bathroom and shower, and it is agreed that this locker room.'will be that currently designated as locker room 96, located as the northern end of the row of locker rooms and next to the Zamboni garage, Arena staff will clean the Team locker room, shower and bathroom area one (1) time per week in season as needed and one (1) time per month as needed out of season. In addition, Arena shall provide Team with the office space located at the end of the east hallway between the conference room and the patio, or other office space agreed to by the Team, as well as use of the conference room for team meetings and events. LESSOR also agrees to provide Team with one email address using @sheridanice.org. (b) Rules. Except as otherwise provided for herein, the Team's use of the Arena shall be subject to all rules and regulations for the use of the Arena, as they may be amended from time to time by LESSOR, including but not limited to those rules and regulations pertaining to parking, ingress and egress, signage, seating, smoking, locker rooms, restrooms and entering and exiting the ice. The Team's supervisory volunteers shall be present at all times during Team's use of the premises. Team's supervisory volunteers shall be responsible for assisti }g LESSOR in securing compliance with the Arena's rules and regulations. (c) Lost Property. LESSOR shall not be liable for any lost or misplaced personal property regardless of whether LESSOR collects, stores, or erroneously returns such property. (d) Prohibited Materials/Substances. Team shall not allow or permit any materials, objects or substances to be brought to the Arena that are illegal or that may endanger life or property. Team and LESSOR reserve the right to refuse admission to the Arena or to remove from the Arena any person or persons who fail to comply with any of its rules and fegulations. This Lease specifically forbids tobacco use anywhere on the premises by players, coaches or anyone attending events in or at the Arena. (e) Notices. Notices to the parties shall be deemed to have been given when mailed by both prepaid regular and certified mail to the parties at the addresses listed herein or such other address that the parties designate in writing. (f) Review Period. There will be a sixty day period to allow for each party to complete a review of this document for any alterations or additional provisions which shall be negotiated between the parties, and which will be considered valid upon being reduced to writing and signed by both parties. (g) Entire Agreement. Following the sixty review period as defined in section 14(f), this Agreement (including all Exhibits) constitutes the entire understanding between the parties relating to the rights herein granted and the obligations herein assumed and correctly sets forth the rights, duties, and obligations of each party to the other as of the date of this Agreement. Any prior oral and/or written Agreements, promises, negotiations or representations regarding the subject matter of this Agreement not expressly set forth in this Agreement are of no force of effect. No alteration or variation hereof of any provision shall be valid unless reduced to writing and signed by both parties. (h) Assignment. This Agreement may not be assigned by Team without LESSOR's prior written consent. This Agreement shall benefit and bind the successors, affiliates and assigns of the parties. No course of dealing between parties and no failure to exercise any right hereunder shall be construed as a waiver of the right to enforce the terms of this Agreement as written. (i) Headings. The headings contained in this Agreement are inserted for convenience only and do not constitute a part of this Agreement. 0) Enforceability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any respect as written, such provision shall be automatically modified to the minimum extent necessary to make it enforceable and the provision as so modified shall be enforced, without invalidating the Agreement as a whole. (k) Liability. Each party agrees that no officer, employee, volunteer, agent or other person authorized to act on behalf of any of them will have personal liability in connection with this Agreement for any failure of each party to perform their obligations hereunder.I (1) Authority. Each party is a valid and legally existing entity and each of the undersigned hereby state that he/she has full authority to enter into this Agreement'and hereby accepts this Agreement on behalf of the entities identified below. (m) Counterparts. This Agreement may be executed in any number of counterparts, including fax or facsimile transmission, and each such counterpart shall be deemed to be an original instrument, all such counterparts together shall constitute one (1) instrument. IN WITNESS W REOF, the parties have caused their properly authorized representatives to exec to t is Agreement as of the date first set forth above. EXHIBIT A Ice Rental a- • Non -prime ice shall be ice from 6:00 am — 4:59 pm, Monday through Friday. Prime time ice shall be any ice from 5:00 pm — midnight (Mon -Fri) and all day weekends (Sat — Sun) and all nationally recognized holidays. i • Non -prime time ice will be priced at $100 per hour, game time ice shall be priced at $600 per game. • A dedicated locker room will be provided Team. In addition, a locker room meeting NA3HL requirements will be provided for visiting NA3HL teams on game days one hour before scheduled warm-ups. • Game time will be defined as the time the building is needed/used by the team for warm up start time. IE, 06:30 pm on game day where the game starts with a 7:00 pm face-off. The building needs to be ready and open by 6:00 pm for said game. • Team agrees to provide the Arena with a final schedule for the season no later than June 301 of each year. • Team is responsible for cost associated with hockey operations, payroll taxes, insurance, additional equipment etc.