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Signed Contract_Dubuque Community Ice & Recreation Center, Inc. Interim Management AgreementCity of Dubuque City Council Meeting ITEM TITLE SUMMARY: SUGGESTED DISPOSITION: ATTACHMENTS: Description Signed Contract(s) Consent Items # 16. Copyrighted September 7, 2021 Service Agreement with Dakota, Minnesota & Eastern Railroad Corporation (Canadian Pacific) for the 17th Street Storm Sewer Project; I nterim Management Agreement with Dubuque Community I ce and Recreation Center for management of Mystique Community Ice Center; Parking Agreement with Q Casino for use of a City -owned area for parking on specified dates. Suggested Disposition: Receive and File 17th Street Storm Sewer Project Dubuque Community Ice and Recreation Center Q Casino Parking Agreement Type Supporting Documentation Supporting Documentation Supporting Documentation INTERIM MANAGEMENT AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND DUBUQUE COMMUNITY ICE & RECREATION CENTER, INC. This INTERIM MANAGEMENT AGREEMENT (the Agreement), dated for reference purposes the 7 tSday of August 2021, is by and between the City of Dubuque, Iowa (City), a municipal corporation, and Dubuque Community Ice & Recreation Center, Inc. (DICE), an Iowa corporation. WHEREAS, the City and DICE worked together to construct the Mystique Community Ice Center (the Ice Center) at 1800 Admiral Sheehy Drive, Dubuque, Iowa 52001;and WHEREAS, DICE leased the Ice Center from the City until relinquishing its leaseholder rights on June 17, 2021; and WHEREAS, the next party in succession to leaseholder rights, the Dubuque Racing Association, formally declined to assume leaseholder rights on June 29, 2021; and WHEREAS, the then next party in succession to leaseholder rights, Northern Lights Hockey, LLC, was offered assumption of leaseholder rights on July 13, 2021 but has not yet indicated its decision; and WHEREAS, DICE previously agreed to continue operation and management of the Ice Center through July 31, 2021 to preserve continuity of operations and service to Ice Center users; and WHEREAS, while the entities await Northern Lights Hockey LLC's decision regarding assumption of leaseholder rights, a gap in operations and management of the Ice Center will exist during the month of August 2021; and WHEREAS, the City and DICE wish to seamlessly operate and manage the Ice Center during the month of August 2021 to ensure that Ice Center users needs are met and programming at the Ice Center continues. THEREFORE, in consideration of the terms, covenants, and conditions contained in this Agreement, the City and DICE agree as follows: SECTION 1. TERM. This Agreement begins at 12:00 AM August 1, 2021 and expires at 11:59 PM ��(Term). If the parties wish to renew this Agreement for an additional term or terms, the parties may do so by written amendment. September 4, 2021 / Q 08/27/2021 -3 \-)L(2 J ichael C. Van Milligen Date 1 Marvin Heiderscheit Date City Manager DICE Board President SECTION 2. RETENTION OF DICE AS MANAGER. 2.1 The City retains DICE as an independent contractor for the purpose or performing the management services for the Ice Center. 2.2 DICE agrees to provide the management services for the Ice Center as set forth in this Agreement and the attachments hereto and as approved by the City. DICE will use its best efforts to maximize revenues in marketing, operation, and management of the Ice Center. 2.3 The City will allow DICE to operate the Ice Center according to sound business practices and industry standards. 2.4 The City will retain title, ownership, and exclusive control of the Ice Center. DICE will not acquire title to, any security interest in, or any rights of any kind in or to the Ice Center. SECTION 3. DICE'S MANAGEMENT RIGHTS. The City grants DICE the exclusive right and license to the following, subject to the terms and conditions contained herein: (1) Operate, manage, market, promote, maintain, and arrange programming for the Ice Center. (2) Provide and sell, and/or sublicense for the provision and sale of, all food, beverages, souvenirs, merchandise, and printed materials at the Ice Center. The foregoing includes the exclusive right to provide and sell alcoholic beverages. (3) Provide all services required for the management, use, maintenance, and operation of the Ice Center, including, but not limited to, all services and matters specifically identified in this Agreement, except those matters specifically identified in this Agreement as being the City's responsibility. (4) Charge admission to patrons of events held at the Ice Center and charge for the use of the Ice Center. (5) All revenues generated by the Ice Center will be deposited in the Operating Account and are subject to the control and direction of DICE. SECTION 4. DICE RESPONSIBILITIES. 4.1 Except as otherwise provided in this Agreement, all aspects of the management, use, maintenance, and operation of the Ice Center are DICE's responsibility, including, but not limited to, the following: `a (1) DICE must act in accordance with prevailing industry standards to prevent any nuisance or hazardous activity to occur at, on, about, or within the Ice Center. (2) DICE must take all reasonably necessary action consistent with industry standards to ensure that employees, performers, vendors, lessees, subcontractors, or any other persons utilizing, occupying, or patronizing the Ice Center do not engage in any activity that may cause reasonably foreseeable damage to the Ice Center or persons at the Ice Center. (3) DICE is solely responsible for safety, security, and maintaining good order within the Ice Center always. DICE must take and cause all contractors and subcontractors to take commercially reasonable precautions always for the protection of persons and property within the Ice Center, including, but not limited to, instructing, maintaining, and supervising safety precautions and programs in connection with the management, use, occupancy, and operation of the Ice Center. (4) DICE must use commercially reasonable efforts to ensure that its personnel and all contractors and subcontractors observe and obey laws in connection with all work performed at or about, or otherwise involving the Ice Center. (5) DICE may not use or permit to be used any City property other than for its intended purpose. (6) DICE may not use or permit to be used any space in the Ice Center for anything other than its intended purpose. (7) DICE may not make any material alternations, additions, improvements, or replacements in or to the Ice Center without the City's approval. Such approval will not be reasonably withheld but it within the City's sole discretion. All material alterations, additions, improvements, or replacements to the Ice Center are the property of the City during the Term of this Agreement and upon termination or any point thereafter. (8) DICE must maintain the Ice Center in as good a condition as when received, casualties and ordinary wear and tear excepted. (g) DICE must cooperate with the City, consider the City's recommendations and advice, and manage the facility in accordance with the terms of this Agreement. (10) DICE must comply with all applicable federal, state, and local regulations, ordinances, and laws. 3 (11) DICE will pay for all utilities consumed or used during the Term of this Agreement. The City will reimburse DICE for these utility payments. (12) DICE must keep the Ice Center, the improvements to the Ice Center, and the appurtenances to the Ice Center in good order, condition, and repair, casualties and ordinary wear and tear excluded. The City will reimburse DICE for any actual costs incurred pursuant to this provision. (13) DICE must keep the sidewalks and curbs at the Ice Center in good order, condition, and repair. The City will reimburse DICE for any actual costs incurred maintaining the sidewalks and curbs at the Ice Center. (14) DICE must adhere the terms and conditions of the Ice Usage Agreement attached as Exhibit B to this Agreement. 4.2 Employee Management. DICE is responsible for supervision and direction of all personnel staffing at the Ice Center, All Ice Center staff are employees of DICE, not City employees. All employee expenses are operating expenses of the Ice Center. Employee salaries will be reported in the aggregate, not individually, as lump sum items in the operating expense report. DICE is responsible for the following with respect to the management of the staff and employees of the Ice Center: (1) DICE is solely responsible for the control and supervision of its personnel and subcontractors, including all the means, methods, details, and other aspects of the management, use, and operation of the Ice Center, to the extent this Agreement does not provide otherwise. (2) DICE determines staffing needs for the operation and management of the Ice Center and provides personnel to fulfill such positions and determines the terms and conditions of their employment/engagement and pays all compensation and benefits. The City will not reimburse DICE for the employee expenses set forth in this subsection of the Agreement. The costs in this subsection will be considered an operating cost for which the City will reimburse DICE. (3) DICE will employ, train, and supervise all personnel providing any services in connection with this Agreement. All such personnel must have appropriate qualification and experience and be in sufficient numbers to provide all services for the operations under this Agreement. (4) DICE must provide all personnel necessary to set up, operate, and clean the Ice Center. (5) DICE agrees, represents, and warrants that it will not at any time discriminate against any employee or subcontractor, or against any invitee or other person or entity whatsoever, because of race, creed, color, religion, 0 sex, age, sexual orientation, gender identity, national origin, disability, or status as a disable veteran and will follow and comply with all applicable local, state, and federal anti -discrimination and employment laws. DICE must post in conspicuous places within the administrative offices at the Ice Center that are available to employees and applicants for employment, notices setting forth the provisions of the nondiscrimination clause required by this paragraph. In all solicitations and advertisements for employment placed by or on behalf of DICE. Dice must state that it is an equal opportunity employer. (6) DICE must pay to the appropriate authority for all federal, state, local, and other payroll taxes, workers' compensation insurance, employer's portion of the state and federal unemployment compensation taxes, social security taxes, and, at DICE's discretion, to eligible employees and independent contractors, accident and health insurance, life insurance, and retirement benefits for all employees affiliated with the operation of the Ice Center. The City will not reimburse DICE for the employee expenses set forth in this subsection of the Agreement. The costs set forth in this subsection will be considered an operating cost for which the City will reimburse DICE. (7) DICE must maintain the Ice Center in good repair and condition and conformity with all requirements and make or cause to be made routine repairs and maintenance. DICE is responsible for the ordinary housekeeping and cleaning of the Ice Center and all equipment. (8) DICE will promptly notify the City of any need, known to DICE, for the repair or replacement of any defect, malfunction, or other inadequacy in the Ice Center, including the structure, interior, exterior, and any capital improvements regardless of who has financial responsibility for the repair or the replacement of such. DICE must keep a log of maintenance that the City may review upon request. (g) DICE will maintain and repair equipment necessary for the proper operation of the Ice Center, in accordance with any annual budget and all manufacturer's warranty and preventive maintenance schedules and requirements. The cost thereof is an operating expense. DICE will keep a log of all equipment maintenance, and that log will be available to the City upon request. Equipment maintenance includes but is not limited to HVAC, plumbing, electrical, boilers, geothermal systems, kitchen equipment, attached and freestanding equipment throughout the Ice Center and mechanical systems, life safety systems, and elevators. SECTION 5. CITY RESPONSIBILITIES. The intent of this Section 5 is to reimburse DICE for the actual expenses incurred during the Term of this Agreement and its outstanding liabilities as of July 31, 2021, transfer ownership of the Zamboni and all other DICE assets to the City, and deem the payments made by the City for the Zamboni and 5 all other assets as part of the City's reimbursement for DICE's expenses and liabilities. Revenue received by DICE from its performance under the Agreement will offset the City's reimbursement to DICE as well. 5.1 Revenue received by DICE and resulting from its performance under this Agreement will offset and be deducted from the City's reimbursement to DICE for expenses and liabilities during the Term of this Agreement. As of August 4, 2021, DICE estimates its total expenses and liabilities will be approximately $175,000.00, 5.2 Zamboni and Other Assets. (1) The City will purchase from DICE the two-year old Zamboni ice machine DICE currently owns and DICE's other assets, many of which are listed in the attached Exhibit C. The funds from the purchase of the Zamboni and other assets will be used to pay DICE's outstanding liabilities through July 31, 2021. The balance of the remaining funds from the City's purchase of the Zamboni and other assets, if any, will be used to reimburse DICE for its actual expenses incurred by DICE during the performance of this Agreement and its liabilities as of July 31, 2021. The City will make a first payment of $100,000,00 from the City to DICE on August 9, 2021. (2) Upon expiration of this Agreement, DICE will submit proof of its total liabilities as of July 31, 2021 and expenses incurred during the Term of this Agreement to the City. If those liabilities and expenses incurred equal the $100,000.00 payment referenced in Section 5.2(1) or less, the City will take ownership of the Zamboni and other assets, and both parties will be satisfied under the Agreement. If those liabilities and expenses are greater than the $100,000,00 payment referenced in Section 5.2(1), a second payment will occur within sixty (60) days after the expiration of this Agreement and after DICE and the City review DICE's total liabilities as of July 31, 2021 and expenses incurred in its performance under this Agreement. This second payment will be the remaining balance of liabilities and expenses minus the revenues received and the $100,000,00 payment referenced in Section 5.2(1) or $125,000,00, whichever is the lessor amount. 5.3 DICE will provide proof of actual expenses incurred during the Term of this Agreement, including but not limited to invoices, bills, or other proof of expenses incurred. DICE will provide proof of actual revenue received during the term of this Agreement as well. These actual costs incurred will be offset by the amount the City pays DICE for the purchase of the Zamboni machine and other assets and the revenue received by DICE during its performance of this Agreement. 5.4 Landscaping and Grass. The City will maintain all landscaping and mow all grass at the Ice Center grounds. 0 5.5 The duties set forth in this Section 5 do not affect DICE responsibilities under Sections 7 and 8 of this Agreement. SECTION 6. PUBLIC USE PRIORITY. Public skating is the priority use of the Ice Center. All other uses are secondary. Other than the specific dates and times agreed to in the Ice Usage Agreement between DICE and Northern Lights Hockey LLC, the Ice Center must be scheduled for and open to public uses including, but not limited to, public skating, learning to skate classes and programs, youth hockey, figure skating, broomball, adult hockey, birthday parties and similar ice -related activities. SECTION 7. INSURANCE. 7.1 During the Term of this Agreement, DICE must continue to maintain insurance on the Ice Center of the following character: (1) Insurance against loss or damage by fire and other risks and perils from time to time included under standard extended coverage endorsements in an amount equal to not less than ninety percent (90%) of the replacement value of the Ice Center and DICE improvements. The cost of insurance will not be reimbursed by the City to DICE. DICE must be financially responsible for its own insurance. (2) Insurance that complies with the City's Insurance Schedule A attached to this Agreement as Exhibit A. The cost of insurance will not be reimbursed by the City to DICE. DICE must be financially responsible for its own insurance. 7.2 This insurance must be written by companies legally qualified to issue such insurance in Iowa and such insurance must include the City as an additional insured. This insurance must also name Northern Lights LLC and its respective officers, directors, employees and agents as additional insureds. The insurance afforded to the additional insureds must be primary insurance over any other valid or collectible insurance which the additional insureds may have with respect to loss under the listed policy as described herein. The insurance policy naming Northern Lights LLC as an additional insured will must be endorsed to include a waiver of subrogation against the additional insureds with respect to all claims arising from the use or operation of the Ice Center or of the operation of Northern Lights Hockey LLC while in the Ice Center on behalf of the additional insureds. City will not be required to prosecute any claim against any insurer or to contest to any settlement proposed by any insurer, provided that DICE or any additional insured may, at its cost and expense, prosecute any such prosecution or contest in the name of the City, DICE, or both, or in the name of either, and/or an additional insured, and the City will cooperate with DICE, or any additional insured, and will join therein at DICE's or such additional insured's written request upon receipt by the City of an indemnity from DICE against all costs, liabilities, and expenses in connection with such cooperation, prosecution, or contest. 7.3 DICE and the City will look first to any insurance in its respective favor before making any claim against the other party for recovery for loss or damage resulting from fire or other casualty, and to the extent that such insurance is in force and collectible and to the extent permitted by law, DICE, the City, and the additional insureds each hereby release and waive all right of recovery against the other or anyone claiming through or under each of them by way of subrogation or otherwise. The foregoing release and waiver will be in force only if all releasors' insurance policies contain a clause providing that such policies can be obtained without additional premiums. DICE acknowledges that City will not carry insurance on DICE's furniture and/or furnishings or any trade fixtures or equipment, improvements, or appurtenances removable by DICE or DICE's leasehold improvements, and DICE agrees that City will not be obligated to repair any damage thereto or replace the same. SECTION 8. INDEMNIFICATION. 8.1 Indemnification of City. Except as otherwise provided herein, DICE will protect, indemnify, and hold harmless City from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) imposed upon or incurred by or asserted against City by reason of (a) any accident, injury to, or death of persons or loss of or damage to property occurring on or about the Ice Center during the Term of this Agreement and resulting from any act or omission of DICE or anyone claiming by, through, or under DICE during the Term of this Agreement; and (b) any failure by DICE to perform or comply with any terms of this Agreement. If any action, suit, or proceeding is brought against City by reason of such occurrence, DICE will, at DICE's expense resist and defend such action, suit, or proceeding, or cause the same to be resisted and defended by counsel approved by City. 8.2 Indemnification of DICE. Except as otherwise provided herein, City will protect, indemnify, and hold harmless DICE from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) imposed upon or incurred by or asserted against DICE by reason of (a) any incident, injury to, or death of persons or loss of or damage to property occurring on or about the Ice Center during the Term of this Agreement and resulting from any act or omission of City or anyone claim by, through, or under City during the Term of this Agreement; and (b) any failure by City to perform or comply with any terms of this Agreement. If any action, suit, or proceeding is brought against City by reason of such occurrence, City will, at City's expense, resist and defend such action, suit, or proceeding, or cause the same to be resisted and defended by counsel approved by DICE. SECTION 9. QUIET ENJOYMENT. City covenants that always during the Term of this Agreement, DICE's quiet enjoyment of the Ice Center or any part thereof will not be disturbed by any act of the City, or of anyone acting by, through, or under the City. SECTION 10, WAIVER. No waiver by the City of any breach by DICE of any term, covenant, condition or agreement herein and no failure by the City to exercise any right or remedy in respect of any breach hereunder, constitutes a waiver or relinquishment for the future of any such term, covenant, condition, or agreement, no bars any right or remedy of the City in respect to any such subsequent breach, operate as a waiver of the City's rights to enforce this Agreement or to invoke any other appropriate remedy the City may select as provided herein by law. SECTION 11. SURRENDER. Unless otherwise agreed, DICE must, upon expiration of this Agreement, surrender and deliver up the Ice Center, with the improvements then located thereon into the possession and use of the City, without fraud or delay and in good order, condition, and repair, free and clear of all lettings and occupancies, free and clear of all liens and encumbrances other than those, if any, created by the City, without (except as otherwise provided herein) any payment or allowance whatever by the City on account of or for any buildings and improvements erected or maintained at the Ice Center at the time of the surrender, or for the contents thereof or appurtenances thereto. At the City's options, DICE must remove any or all of DICE's improvements located at or in the Ice Center, However, DICE's trade fixtures, personal property, and other belongings of DICE or of any lessee, sublessee, or other occupant of space in the Ice Center will have reasonable time after the expiration of this Agreement to remove the same. SECTION 12. NOTICE. 12.1 All notices, demands, or other writings in this Agreement must be given, made, or sent in writing to the designated City and DICE representatives below. Notice will be deemed fully given, made, or sent when deposited in the United States mail, registered, and postage pre -paid, and addressed as follows: To City: City Manager City of Dubuque, Iowa 50 West 13rh Street Dubuque, Iowa 52001 To DICE: Marvin Heiderscheit DICE Board President c/o Giese Sheet Metal Co., Inc. 2125 Kerper Boulevard Dubuque, Iowa 52001 12.2 If DICE or the City changes the address or the individual to whom notice should be provided under this Agreement, the changing party must notify the non -changing party in writing as soon as possible. SECTION 13. MISCELLANEOUS. 0 13.1 Time of the Essence. Time is of the essence in this Agreement and all of its provisions. 13.2 Governing Law. This Agreement is governed by, construed, and enforced in accordance with the laws of the state of Iowa. 13.3 Attorneys' Fees. If any action is filed related to this Agreement, the unsuccessful party in the action must pay to the successful party, in addition to all the other sums the unsuccessful party may be called upon to pay, a reasonable sum for the successful party's attorneys' fees. 13A Headings. The headings and titles in this Agreement are solely for the Parties' convenience and will not be used to explain, modify, simplify, or aid in the interpretation of the provisions of this Agreement. 13.5 Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement will be binding only if evidenced in writing and signed by each party or an authorized representative of each party. 13.6 Parties Bound, This Agreement binds, inures to the benefit of, and applies to the respective successors and assigns of DICE and the City. All references in this Agreement to DICE or the City are deemed to refer to and include successors and assigns of DICE and the City without specific mention of such successors and assigns. 13.7 Force Majeure. If either party is delayed or hindered in or prevented from the performance of any act required under this Agreement by reason of strikes, lockouts, labor troubles, unavailability or excessive price of fuel, power failure, riots, insurrection, war, terrorist activities, chemical explosions, hazardous conditions, fire, weather, or acts of God, or by reason of any other cause beyond the exclusive and reasonable control of the party delayed in performing work or doing acts required under the terms of this Agreement, then performance of such act will be excused for the period of the delay and the period for the performance of any such act will be extended for a period equivalent to the period of such delay. 13.8 Use of Tobacco Products. The use of tobacco products in any building at the Ice Center is prohibited and DICE must use its best efforts to enforce such prohibition. The use of tobacco products outside any buildings at the Ice Center is allowed only in areas designated by DICE, and DICE must use ifs best efforts to enforce this restriction. 13.9 Nondiscrimination. DICE may not discriminate against any person for employments or use of the Ice Center or improvements thereon because of race, religion, color, sex, sexual orientation, national origin, age, disability, or other protected class. CITY OF DUBUQUE, IOWA DICE 10 v Mich el C. Van Milligen City Manager 11 Marvin Heidersc DICE Board President EXHIBIT A INSURANCE SCHEDULE A 12 City of Dubuque Insurance Requirements for Lessees of City Property antl Right of Way Licensees or Permittees INSURANCE SCHEDULE A 1. shall furnish a signed certificate of insurance to the City of Dubuque, Iowa for the coverage required in Exhibit I prior to the lease, license, or permit commencement. All lessees of City property and right of way licensees or permlttees shall submit an updated certificate annually. Each certificate shall be prepared on the most current ACORD form approved by the Iowa Insurance Division or an equivalent. Each certificate shall Include a statement under Description of Operations as to why the certificate was issued. Lease Agreement dated 2. All policies of insurance required hereunder shall be with an insurer authorized to do business in Iowa and all insurers shall have a rating of A or better In the current A.M. Best's Rating Guide. 3. Each certificate shall be furnished to the Finance Department of the City of Dubuque. 4. The lessee, licensee, or permittee shall be required to carry the minimum coveragellimits, or greater if required by law or other legal agreement, in Exhibit I. Failure to provide the required minimum coverage shall not be deemed a waiver of such requirements by the City of Dubuque. 5. Failure to obtain or maintain the required insurance shall be considered a material breach of the lease, license, or permit. 6. All required endorsements shall be attached to certificate. 7. Whenever a specific ISO form is referenced the current edition of the form must be used unless an equivalent form Is approved by the Director of Finance and Budget. The lessee, licensee, or permittee must identify and list in writing all deviations and exclusions from the ISO form. 8. If lessee's, licensee's, or permittee's limits of liability are higher than the required minimum limits then the lessee's, licensee's, or permittee's limits shall be this agreement's required limits. 9. Lessee, licensee, or permittee shall require all subcontractors and sub -subcontractors to obtain and maintain during the performance of work insurance for the coverages described in this Insurance Schedule and shall obtain certificates of insurance from all such subcontractors and sub -subcontractors. Lessee, licensee, or permittee agrees that it shall be liable for the failure of a subcontractor and sub -subcontractor to obtain and maintain such coverage. The City may request a copy of such certificates from the lessee, licensee, or permittee. 10, Lessee, license & permittees shall be responsible for deductibles and self -insured retention and for payment of all policy premiums and other costs associated with the insurance policies required below. 11. All certificates of insurance must include agents name, phone number and email address. 12, The City of Dubuque reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by this Schedule at any time. 13. The City of Dubuque reserves the right to modify these requirements, including limits, based on changes In the risk or other special circumstances during the term of the agreement, subject to mutual agreement of the parties. Page 1 of 4 Schedule A Lessees of City Property; Right of Way Licensees or Permittees April 2021 13 City of Dubuque Insurance Requirements for Lessees of City Property and Right of Way Licensees or Permittess INSURANCE SCHEDULE A 1,C011tinued) EXHIBIT I A) COMMERCIAL GENERAL LIABILITY Geneal Aggregate Limit $2,000,000 Products -Completed Operations Aggregate Limit $12000,000 Personal and Advertising Injury Limit $1,0001000 Each Occurrence $12000,000 Fire Damage Limit (any one occurrence) $50,000 Medical Payments $5,000 1) Coverage shall be written on an occurrence, not claims made, form. The general liability coverage shall be written in accord with ISO form CG 00 01 or business owners form SIP 00 02. All deviations from the standard ISO commercial general liability form CG 0001, or Business owners form BP 00 025 shall be clearly Identified. 2) Include ISO endorsement form CG 25 04 "Designated Location(s) General Aggregate Limit." 3) Include endorsement indicating that coverage is primary and non-contributory. 4) Include Preservation of Governmental Immunities Endorsement (Sample attached). 5) Include additional insured endomementfor: The City of Dubuque, Including all its elected and appointed officials, all Its employees and volunteers, all its boards, commissions and/or authorities and their board members, employees and volunteers. Use ISO form CG 2010 (Ongoing operations) or its equivalent. 6) Policy shall include Waiver of Right to Recover from Others Endorsement. B) WORHERS' COMPENSATION &EMPLOYERS LIABILITY Statutory Benefits covering all employees injured on the job by accident or disease as prescribed by Iowa Code Chapter 85. Coverage A Statutory --State of Iowa Coverage B Employers Liability Each Accident $100,000 Each Employee -Disease $100,000 Policy Limit -Disease $500,000 Policy shall include Waiver of Right to Recover from Others endorsement. Coverage B limits shall be greater if required by the umbrella/excess insurer. If, by Iowa Code Section 85.1A, the lessee, licensee, or permittee Is not required to purchase Workers' Compensation Insurance, the lessee, licensee, or permittee shall have a copy of the State'a Nonelection of Workers' Compensation or Employers' Liability Coverage form on file with the Iowa Workers' Compensation Insurance Commissioner, as required by Iowa Code Section 87.22. Completed form must be attached. Page 2 of 4 Schedule A Lessees of City Property; Right of Way Licensees or Permif[ees April 2021 14 City of Dubuque Insurance Requirements for Lessees of City Property and Right of Way Licensees or Permittees INSURANCE SCHEDULE A (Continued) C) POLLUTION LIABILITY Coverage required: _Yes _ No Pollution liability coverage shall be required If the lessee, contracting party, or permittee has any pollution exposure for abatement of hazardous or contaminated materials including, but not limited to, petroleum products, the removal of lead, asbestos, or PCBs. Pollution product and completed operations coverage shall also be covered. Each occurrence $220000000 Policy Aggregate $4,000,000 1) Policy to Include job site and transportation coverage. 2) Include additional Insured for: The City of Dubuque, including all its elected and appointed officials, all its employees and volunteers, all its boards, commissions and/or authorities and their board members, employees and volunteers. Use ISO form CG 2010. (Ongoing operations) or its equivalent and CG2037(completed operations) or its equivalent. 3) Include Preservation of Governmental Immunities Endorsement. 4) Provide evidence of coverage for 5 years after completion of project. D) PROPERTY INSURANCE REQUIRED BY LEASE, LICENSE, OR PERMIT Yes _ No Evidence of property coverage provided: _Yes Include the City of Dubuque as Lender Loss Payable. E) RIGHT-OF-WAY WORK ONLY: UMBRELLAIEXCESS $1,000,000 _Yes _ No The General Liability, Automobile Liability and Workers Compensation Insurance requirements may be satisfied with a combination of primary and Umbrella or Excess Liability Insurance. If the Umbrella or Excess Insurance policy does not follow the form of the primary policies, it shall include the same endorsements as required of the primary policies Including Waiver of Subrogation AND Primary and Non-contributory in favor of the City. F) FLOODIN3URANCE _Yes No If Required Coverage $ Page 3 of 4 Schedule A Lessees of City Property; Right of Way Licensees or Permittees April 2021 15 City of Dubuque Insurance Requirements for Lessees of City Property and Right of Way Licensees or Permittees Please be aware that naming the City of Dubuque as an additional insured as is required by this Insurance Schedule may result in the waiver of the City's governmental immunities provided in Iowa Code sec. 670.4. If you would like to preserve those immunities, please use this endorsement or an equivalent faMI. PRESERVATION OF GOVERNMENTAL IMMUNITIES ENDORSEMENT 1. Nonwaiver of Governmental Immunity. The insurer expressly agrees and states that the purchase of this policy and the Including of the City of Dubuque, Iowa as an Additional Insured does not waive any of the defenses of governmental immunity available to the City of Dubuque, Iowa under Code of Iowa Section 670.4 as it Is now exists and as it may be amended from time to time. 2. Claims Coverage. The insurer further agrees that this policy of insurance shall cover only those claims not subject to the defense of governmental immunity under the Code of Iowa Section 670.4 as it row exists and as it may be amended from time to time. Those claims not subject to Code of Iowa Section 670.4 shall be covered by the terms and conditions of this insurance policy. 3. Assertion of Government Immunity. The City of Dubuque, Iowa shall be responsible for asserting any defense of governmental immunity, and may do so at any time and shall do so upon the timely written request of the insurer. 4. Non -Denial of Coverece. The insurer shall not deny coverage under this policy and the insurer shall not deny any of the rights and benefits accruing to the City of Dubuque, Iowa under this policy for reasons of governmental immunity unless and until a courtof competent jurisdiction has ruled In favor of the defense(s) of governmental immunity asserted by the City of Dubuque, Iowa. No Other Chance in Policy. The above preservation of governmental immunities shall not otherwise change or alter the coverage available under the policy. SPECIMEN (DEPARTMENT MANAGER: FILL IN ALL BLANKS AND CHECK BOXES) Page 4 of 4 Schedule A Lessees of City Property; Right of Way Licensees or PermiHees April 2021 W EXHIBIT B ICE USAGE AGREEMENT 17 DUDUQUE COM ICEUS GE ARECREATION C&NTER,INC. ICE USAGE AGREEMENT by and THIS ICE USAOB AGREEMENT LC, itsm cco is hereby made and entered limited liability con anyBatandho ized todobrooms in Iowa C'Bo tlafcseirs or iid") andubMinnesota e liability company me C9 Comsnmitylce A Recreation Center, Imo. (`DiCE'�. As used herein, the terns Battlefield shall include all cwnera, playme, employees and agents of Battlefield. WHEREAS, DICE is coustmctIng an aroo on laud located on Schmitt Island, Dnbaque, Iowa (the "Arena"); and WHER➢AE, the City of Dubuque is leasing to DICE the land for the Arena and We Dubuque Racing Association has pledged One Million Dollars ($I,000,000) to assist DICE In the building of the Arens; WHEREAS, Battlefield owns a United States Hockey League, he. ("USHL") were team and desires to locate and operate such member teem in Dubuque, Iowa, where the team name of such franchise will be"Tho Fighting Saints''; and WHEREAS, DICE slid Battlefield have agreed to the terms associated with the ccuponcy and an of the Arena for business operations, team administration, practices rnd games by Battlefield subject to estehs terms and conditions set forth herein; and WHEREAS, Battlefield and DICE wish to document bandit the terms and comillions associated withBaltiefield's use and occupancy of the Arena. NOW THEREFORE, in consideration of the mutual coveralls and agreements hcrain contained tire sufficiency and receipt of which ate acknowledged, the partial do herby manually undertake, promise, agree and contract each for itself and its successors mid assigns as followS: L Ice Usnge Agreement. Subject to the agreements, conditions and provisions contained In this Agreement, and subject to the City of Dubuque and DICE amusing into a lease for the Arco upon tours acceptable to Battlefield, DICE hereby grants to Battlefield the right to use those pods of the Aroma described hound, and Battlefield hereby agrees to use those parts of the Arena for the purpose of presenting USHL to hockey games, coudneting practices, pmmihaily presenting the USHL All Star Game and USHL Fall Cfasale, operating the business and hockey operations and padssning activltio directly incidental thereto (tire "Intended Purposes"). DICE agrees to allow Battlefield to use such portion of the Mena that ere necessary t the Intended Purposo, including but not limited to the ice men, home team and visiting team lacks rooms, seating (except as otherwise provided heroin), concession space, office space, common awns and my other areas reasonably necessary to carry out the Intended Purpose. Upon compliance with the terms and conditions of this Agreement, vuwsmwn LLJ DICE shall permit Batlefield to have, hold mud enjoy peaceably and gsietly the use of the Arena for the Intended Purposes and for the term set forth below. Battlefield shall quit and surrender the Anne (including the office space provided herein) at the and of the Turn as provided in this Agreement In the same condition ns at the dam of the conuncnounont of such use, ordinary wear and tear excepted. "Boulefleld Ice Hockey Gnarls)" shall be dented for purposes of this Agesemrnd to include all Batticfioldhome ice hockey exhibifien preseason, regnlarnsson orpinyoff 9macs es well as USHL All Stu end USHL Fell Classic Status. Battlefield Ice Hockey Games shall not exceed 42 in any givanseason without tune express written consent ofDICE. Battlefield will play all Battlefield Ice Hockey Games at the Arens, unless both parties hereto agree Otherwise, 2. Term. The terrnofthis Agreement shalicemmenceupon Macmtims ofihfs Agreement and terminate on May 31, 2010 (the Term). One year prior to the leralmation of this Agreement, the panics shall negotiate in good faith fora new Ice Usage Agreement. This new to Usage Agreement may include any and all nendments that "let at file time ofnegotiatlon. Any new Ice UsageAgrconsent will attempt to be we to the past and include, wherever possible, similar terms and overall structure to this Agreement.. 7. Rent. Battlefield shall pay DICE rem for the Arum in the amounts and manner as sal forth in this Section 3 during the Term. Additionally, DICE slmll also be responsible for providing equipment needed to opeate the Arena and conduct Battlefield Ice Hockey Games as set forth in this Section 3 during the Two'. 3.1. Base RenL Battlefield shall pay to DICE for the use of the Anne base rent equal to the amounts and at foe ilmes set forth in the table below ("BescRent f3td' RENT Battlefield P lD D t $500000.00 I OnmgMlmNovember 20 2009 $5000OO.OD On oeboforo hauler IS 2010 $1100000,00 1 Onortimaremm IS 2010 SI,100000.00 I On orBefore Au t152010 M1es placed $100,000.00 in exrow with Dubuque Bank & Tress[ as evidence ofite cmnmitment to move isUSHL membasldp to Dnbugne and occupy the Arens. To secure We payment of the Base Rent, no later thar Noon on September 31 200% Battlefield shall provide funds equaling $3.2 million. These Rinds way be in tiro form of esemaved funds, cosh, an irzevocoble letter of credit in a fors acceptable to City and DICE fnm a Unlled States hank, or a combination of them. The irrevocable fetter of credit wiIt be In force until each time as the$3,200,000 o£mnt is paid In fall. If this limefino is not met, this agreement is termlamcd. The termination of this agreement shall be the sale remedy of all ponies and no party shot[ be entillod to reimbmmeme d of any costs or damages incurred by the party in connection with this Agreement. 19 Upon receipt by DICB, D1C8 shell inslnmt Dubuque Hank & 7tuet Io rolum Ore $100,000.00 escow funds and accrued interest to Battlefield. As set forth in the Uservw Agreement between DICE, Battlefieldand Dubuque Bank & Tlvst, the escrow finds will become DICE's properly in the "eat this Agreement is not Finalized by August 15, 2009, due to the Action or Inaction of Battlefield. Battlefield and its individual members shall have the right to substitute charitable contributions a DICE for Base Rent payments as set faith herein. The subsOmtion shall In noway affect the amount or timing of payments. 32. Additional Rent. Battlefield shell also pay to DICE $2%000.00 per year as additional sent for years 6 to 20 of the T ms ("Additional Rent"). Additional Rent shall be paid at the end of such season (claimed heroin as June 1st) commencing at the end of am 2015-2016 season, and ending at the cold of the 2025-2030 season. 3.3. Cnpiml 0 and a maximum $25,0 DICB shall dAmonnas miNmmn of funding n ing t 0 and ll meed as IC13 devai Per Year le Arne solutes Improvement fbdiog to ba allocated as DICB deems in its sole and absolute discretion for years 11 to 20 of the Tani ("Capital Improvement Funding") paid (and improvements completed) prior to the start of each season. Battlefield Agrees to much DICB's Capital Improvement Funding up to a maximum of $25,000.00 per year, For example, In any particular year, DICB's contribution of $25,000 would lead to an equal contribution from Battlefield, for a total of $50,000 in Capital Improvement Funding. Improvements am bead on a list of hnprovements suggested by the Arena Advisory Board. DICE and Battlefield's payments shall be made enter before August 15 of the respective year. 4. Sebeduled Dates U. Homo Games. Tho partial agree Ihat all home Battlefield Ice Hockey GAmos shall be meyed of the Arena, be scheduled otherwise approved to Ore parties d June Is Such games shall generally be scheduled between September 1" and June 1^ each year during the Tcrm (the "Hockey Season"). For ice scheduling purposes, Battlefield shall be considered a significant user of the Arens and shall have first priority for the dates and times of its Ica Hockey Genes. Not later than May In of each your, the Amos Advisory Board shall provide Battlefield with continuation of the data Battlefield bas selected so it may submit those dates to tie USHL for compilation of the USHL's master schedule. Battlefield shall matey schedule Immediatelyoard n mile�fa and notification finefHie llow he Arens d del Advisory Board to release held dates to other users that were es used in compilation of the USFIL schedule. Any Battlefield Ice Hockey Games that must be rescheduled after the master USHL schedule Is mleased is subject to written approval of the Arens Advisory Board. 20 4.2, Playoff Games. No(wilhetandiug the fomgoingHattlefi<Idshell notify tla Arcne Advisory Bond as soon as practicable If Battlefield shall require use of the Arena for Guy playoff games 0"Godug after Ilse completion of the regular Hockey Season ("Playoff Games"). The Aetna Advisory Booed Shall make the Anna and [cased premises avallable for such Playoff Games, and shall work to move or reschedule other activities that may be scheduled on proposed Playoff Game dates, especially Friday or Saturday nights. Upon elimination from playoff contention, Battlefield and ilia Areas Advisory Board shall release any dutes previously Scheduled for Playoff 0ames. 4.3. Ttymut Camp. Por a period of five (5) cousccutive days during the lest weak of May tluongb Jnne 21s1 duing each year of "a from, except for the final year of this gm ugh Battlefield shalt be emtded to access to the Aetna bous the honsa of o tM and 10 p.m. for the pulp 0 of hosting a USHL Tryout Cal p ("TYyouf The excel dates mid times of the Tquwa shall he provided to the Areme Advisory Board no later Ilan Ile April 1" immediately preceding such T}yauts. B to teary shall be entitled to Guess to the Ice smfaoe, penally boxes, media room and player 6enchcs as well es to all locker moms during This puled of time. No and rental l will be payable by Battlodeld for this access. 5. Settlement, Box Office, Services and Fees 5.1. Ticket Sales. Battlefield shall provide and operate the fickciing system used in the Arena for Battlefield Ice Hockey Games during nomad Arena business honm. Battlefield shall perform all dudes normally associated with the Arena box office function foe the sale of all single game tickets for Battlefield Ice Hockey Ceomes. Such activities shall include, but rat be limited to, the sale of single game tickets, accounting pmeedores associated with Battlefield Ice Hockey Games, the settlement of ticket soles slid other revenues Wm game expenses and other similar functions. 5.2. Complimentary Tickets. Battlefield shall provide DICE ten (10) complimentary tickets for each Battlefield home Ice Hockey Game and any USHL playoff games or other USHL sanctioned games played at the Arena C'tire Battlefield Complimentary Tickets"). In the event DICE does not Ilse some or all of the Battlefield Complbor ary Tickets for a given Ice Hockey Oftaw, DICE shall natiry Battlefield and Battlefield may $ell such mused Battlefield ComplimentaryTickets. 5.3. Concession Revenue. Battlefield shall receive 55% of the &ass concession revenue front food mid beverages sold in the Arena at all Battlefield Ice Hockey Games. All remaining revenue at all Battlefield Ice Hockey Games shall be the Property of DICE OrDICES manager. Hm�n!u] 21 Battlefield shall not receive my nncession rovenac finm try non Balllefald ice ion of coo�amon of other ev ntaQxrom, In the � ilelpnniess shall Askedeld is gotiate a rea o ablepcommission or other consideration to compensate Battlefield for its Assistance. 6. Sealing. The ticketing capacity of the Atena is approximately 3,200. Battlefield$hall not add m sell tickets exceeding such capacity without the expross written consent of the DICE or Aron Manager. 7. Spon6arrehip 7.1. Scoreboard and other Sigunge. Battlefield and DICE shall work together to obtain all scoreboards. DICE agrees to maintain, in good and proper operating condition, a centerhung.scoreboard within the Atone. Except as set forth in Exhibit 917.1" hercro, Battlefield shall have the sole mtd exclusive right to sell sponsorships car or rotated to scorchoetds nd other indoor end ortdoor p oem ' and mmpomry " asge nd reader boards, a .. receive ell lnocacds Were from subject to DICE's approval witch will trot he nnremnable wltiflu d. then' mos bject Eald *A have the rightl meetwitlrand ar'"' the sponsor listed nor Nt 4t wiW nY hrcreose in spnnsorahlP or npport Going entirely to Battlefield. Such Amounts paid to DICE will be remitted to BenleEeld witishn ten (10) days of receipt by DICE. Be(lcftcld shell hAve the right to solicit and sail sponrotrehips olhee marketing mtd advertising Opponunilica aad invntory for signage tooled withal We Arne tamer then invenrory identified in Exhibit 47 ibjec[a however, to DIU9 approval which will not be macasonble withheld). All proceeds derived fromthc sale of loch spomonhips atoll be paid dlocally from the sponsors to Battlefield. Additionally, upon explashon of the aming and sponsorship opportunities act f0uh on Exhibit "7.l", those opporhmhies and that inventory shall become the sole property of Battlefield And may be sold by Battlefield for whatever Amount and for whatever ducal n it wishes with all proceeds Were from going to Battlefield. Battlefield agree,' that timing the Term of the Agreement that it shell not sell sponsorships or advertisement to the Diamond Io Cosine or its cncccssos or assigns. Battlefield has the right to sell all We sponsombips it can, however and wherever possible. DICE or its dwignee will walk with its primary beverage vendors (soda and bear) to genre favorable pricing and amenities for the Arcae, Including securing the physical scoreboards iherwelves. 7.2. Dasher boards, ice Surface and Beach boards. Except as act forth in Ex. 7.1 hemlu, Battlefield shall have the right to solicit and sell dasher board sponsorships, imbedded ice promotions and bench board sponsorships (subject, however, to DICE's approval which will not be ameasonable withheld), and to retain all reverie tram same; provided, however, that in the event DICE sells these adverlselacchs subject to advance written approval from Battlefield, not to be unreasonably widWeld, DICE shall be entitled to a to patent (10%) mmindssion on the net proceeds after expenses, In the event a sponsor pays for a $�nusww$ 22 sponsossidp iu insmllmenis, Iha deduction of the commission shall be calculated as ten percent (to%) of the installment amount and not the aggregate sponsorship amomd. 7.3. Iee Resnnf Icing Mnchlne. DICE lies already solicited and sold the sponsorship in perpetuity for one iw resurfacing maehiae. Battlefield shall have the right to solicit and sell sponsorship on any other ice resurfacing machine($). an the event DICE sells such sponsorship rights, subject to advance mitten approval from Battlefield, not to be unreasonably withheld, DICE shall be entitled to a [oil percent (10%) comsndssb l of net proceeds alter expenses. In Ore event a sponsor pays for a sponsorship III instalhe^ the deduction of Ole commission shall be calculated as tan percent (10%) of the Installment Amount and not the aggregate spobe ahem ilto Amout, If m ensure h B a s r Ice R receive raWna is used, Ore machines shall ponso 7A.CooparnEon. DICE and Bgttlefield agree to work together to maximize sponsorship revenne by potentially packaging the sponsorship opportunities described above whenevw possible. Is this eafarceable7 g. Novelties. DICB grunts Battlefield the right to sell novelties and souvenir items Immediately prior to, during and immediately after Battlefield Ice Hockey dames in areas designated by the Arent Manager. Novelties shall include, but not be limited to, awns, swentshids, hats, 1-shirts, lean jerseys and other similar clothing, and pucks, sticks, perm uds and other Articles ("Novelties"). Battlefield shall, at its expense, provide all such Novelties and all sales people necessary to carry out each sales. Battlefield is entitled to all revenue generated from the sale ofNovelties. 9. Rood And ➢evorage Revenue. DICE's monagement designee shall have the exclusive right to operate and control, all food and beverage sales, including alcoholic beverage sales, during Battlefield Ice Hockey Gaines and collect oil ruvenuc there from. Battlefield shall receive 55% of the gross revenge firms all food and beverage sales during Battlefield Ica Hockey Comes. DICE'S management dwignce $hish obtain a liquor license from the City of Dubuque ro sell alcoholic beverages at its sole exproseA r its maincluding nagement deignee shn all havethe emissivetight oluen shop Insurance. a right to sell CE In the Anna. All concession famiture, fixtures and equipment shell be provided by DICE, or i1$ management designee. DICE shall be inquired to him off all vending mecbiacs and close all lobby and other non -Arne food and beverage operations one hour before, during and one hour after One conclusion ofall Battlefield Ice Hockey Gamines held in [lieAcom,, 10. Use of Aroma, Battlefield agrees to conduct its activities in the AMR so as not to endanger any poison therein. Balllothdirs use of the Arena shall at all thues be consistent with thehitended Purposes. rtwawws 23 Rights. es: I0.1. Removal person; Battlefield mhe Arenmvends p nbe exercise of this onlholly person B ftleore flrrongls Belllefield's agents or police officers, DICE hereby wolves any right and all claims for damages during Om Battlefield Ica Hockey Omnes. At all other times, DICEmemvna the right to eject any objectionable person or persons from the Amon or leased earn thereof, and, upon the exemim of this authority through DICB's agents or police officers, Battlefield hereby waives ally light and oil claims for damages during non -Ice Hockey Oames, 10a, No Use of Machinery. Battlefield shall not, without the written Donald of DICE, put up or operate any engine ormewhinery or motor in the Amon muse oils, burning fluids, camphene, kemseue, naphtha or gasoline fer Dither mechanical or other purposes or any agent, other fen gas or electricity, for illuminating theAmna thereof. ]0.3. Facility Rules mid Regulations. Battlefield further covenants and agrees to observe and abide by the odes and regulations governing the "so ofthe Arena promulgated by the Arena Manager and Amaa Advisory Board and amended Item time to time (the "Facility Rules and R(gnflioms'), incorporated hemin by this rafmncq so long as those Facility hides and Regulations are Battlefield shall act in cooperation wie Avon Manger m reasonable,th th cause its servants, agents, employees) players, becomes, patrons, invitees and guess to abide by the then entreat Facility Rules and Regulations. No Facility Rule or Regulation shall be promulgated that restricts the sale and consumption of alcoholic beverages during Battlefield Ice Hockey Oames, beyond those general restrictions contained in the ordinances of the City of Dubuque, Iowa. In the event of any conflict between this Agreement and the Facility Ibules and Regulations, the more of this Agreement shall control. 10.4. Arenn Use. Tim Arens mid the keys thereto shall at all times remain under tire charge and control of both DICE and Battlefield or Weir designees. Battlefield shall not permit the Alone to be used for lodging rooms or for any illegal, improper, immoral or objectionable purpose or as DICE shall dctmmine in its sole discretion. Battlefield shall not obstruct or interf with the rights of other Arena tonne or hjara or annoy them or as DICE shall determine in is sets discretion, All keys shall remain the property of DICE and shall not be duplicated and shall be removed at (lie termination of the Agreement. ]0.5. Laws. Ratdefield will comply with all laws of the United States and the State of Iowa, and wif respect to this Agreement and the use of the Areas, Battlefleld will Damply with all ordinances of the City of Dubuque and all into and requirements of the police and fire departments or other municipal authorities of Dubuque. Baltlefeld will obtain and pay for all necessary permits and licenses and will not do or stiffer to be done anything in the Arne or leased areas fcmof during the Term of this Agreement in violation of any n"aovows such laws, ordinances, alas or regmiremanlsa and, if the mtmndn of Battlefield is called to any awh violation on the part of Battlefield or of any person employed by or adndited to the Arena or leased meas thereof by Battlefield, Battlefield will Immediately desist focus er wneetsuch violalion. 10.6, Arena Damage. Battlefield shall not iNnre, mar or in any manner deface the Arena or cane orpermil the same to be done, and will not drive or permit to be driven nails, landless tacks or screws into any part of the building and will rat make or allow to be made any alterations of say kind therein without the express written permission of DICB 10.7. Arena Premises. Battlefield shall not to bat from admittance into the Amin thereof a larger number ofpersons than can safely and freely move about and In said rented areen, and the decision of Battlefield, of its designee, in this respect shall be final. Battlefield shall not place any chair or movable object in ally passageways and will.kwp passageways clear at all times. Battlefield shall not obstmet or use for any purpose, other than ingress and egress of the Arena, any portion of the sidewalks, entries, passages, vestibules, halls, elevators or stairways, or access to public utilities of said building. Battlefield shall not cover or obstruct the doom, stairways or openings that reflect or admit light into any place in We building. Battlefield shall lie the water closets or other water Appemhns only for the purpose wlaiuh they ware constructed, and shall not deposit any sweepings, rubbish, rags, papers or other saimences therein. Battlefield shall be responsible for any damage resulting from any misuse or damage of may nature or character caused by Battlefield. 10.g. Parsonai Articles. the Arena manager shall have tine sole right to collect and have the custody of articles left in the Arena or leased itself lhemofby parson attending any Iw Hockey Onam or tournament game sponsored by Battlefield held in the Amna, and Battlefield or any person In Battlefield's employ shall not coldest or interfere with the collection or custody of such artimm. S. Arens, Structurnl Changes. DICE is coordinating and causing the Arena to be built on Schraht island, Dtdnrpnc, loam. Batlefield shall have the right to have input In to the design of the building. The final plans slid specifications shall be determined by DICE. Those plans are attached Iterate as Exhibit 90.9". Minor internal structure and cosmetic changes shot[ be allowed so long as they do not increase the turn of the facility and jeopardize timelines. Any cost increases m the $6.6 million budget would be bonne by the party responsible for the increase based on altemuons rat included in the agreed to and final Architecture drawings. Any mat savings under the six million six hundred thousand dollars ($6.6 million ) budget will be shared by the parties pro rate based on contributions by Battlefield and DICE contributing in kind contributions with the met savings waning ant of the rent payrnent(s) immediately following the discrimination of the cost savings. 25 11. Utilities mud Mnbsmmsnee. DICE shall provldc, al ila own expense, Ilse following utilities and maintenance services to the Arena: 11,1. Heat And Cooling. DICE shall ate ASone pad leased preses miwhen mghlnd provide by the mason normally nd for use e far ee of the Anna for the Intended Purposes, It Is the understanding of DICE and Battlefield if the Arena needs air conditioning and/or additional electrical Mae during the off season, DICE and/or BRA must provide souse, as they shall agree. IL2. Lighting. DICE shall provida lighting for use of the Amna in a unbcom with the Intended purposes; 11.3. Water. DICE shall provide water by means of this appliances installed far ordinary water closet purposes, and for tire making and molntnining of (Ile ice sheet, and for concession purposes; and 11.4. Cleaning. DICE or Arena Manager shall provide Arena cleaning, including post -Ice Hockey Game cleaning, well as Is necessary on account of the public. to keep go Ahnain a clean and usable condition. l2. Parking. Arena patrons shall not be charged for parking. In the event the parties determine it to be to their best internal to charge for parking, the ka must be reasonable and the net proceeds them from shall be divided equally between the parties. This Agreement is only for the Arne. Parking is not a part of the leased premises. I7. Facilities DICE shall provide or make available for use by Battlefield the following facilities: 111. Locker Rooms. DICE aitoll "lake available to Battlefield the use of two soaker moms if the basic the Harkey Season. 'the ioekee mom for ical main, shall consist of the basis facilities, including a [roining room, medical mom, dmissing mom, showers, sinks, and handles.ei The lookeramona for visiting team shall consist of the lasic facilities, Including comhes' meeting area, showcra, sinks, toilets, and benches. Battlefield shall be responsible for all additional finishes, furnishings and fixtures above the basic facilities provided by DICE as well as any sputa] equipment, including, but not limited to, Bndtura, whirlpools, bot tubs, snons, exemiso ecibipment, video monitoring/editing equipment and similar equipment. Battlefield shall have exclusive use of Biddefield home locker room during each Hockey Season throughout the Tenn and shall maintain the locker rooms in a profeaalonal manner. DICE shall have the right to use Battlateld's exclusive home locker mom on occasion upon pu==' 'on by Battlefield, which shall notbeumeasonably withheld. n.awaum 26 13.2. Personal Psoporty. Neil6er RICH nor Arena Manager shall not be responsible for any lost, stolen, or damaged equipment, valuables, personal effects or any other Items (aPersomt Propmty") stared, let or pieced in the locker moms for any period of lime. Battlefield shall remove Its personal property on or before the and of tiro Hockey Swsail or upon foray -eight (48) hours prior valiant notice from DICE during the Hockey Swson if the locker rooms am needed for another event at the ArenA. Battlefield shall defend, indemnify and hold DICE and the City of Dubuque harmless tram and against Any claim, demand, or action regarding the loss, theft, or danage to any personal Properly in tine looker MOMS. 13.7. fee Biala DICB shell provide an ice rink co d B to wlf rink boards, penalty boxes and player benches fur all throughout t and Battlefield lSh Hockeysin Games doting wch Hockey Season Wroughout tfia Tam. DICE shell msinfain Ice from August 15 through the end of ills Tryout Camp asalated in Section 4.3 above, 13.4, Media Roan. DICE shall provide a media ream for sae by the media and visiting USHL representatives during training RAMPS and immediately prior to, during and attar Battlefield Ice Hockey Games dining wch Hockey Sessin throughout fire Tam. 17.5, Ofges Space. Durbig the Term, DICE shall provide, at na additional cast ro Battlefield, the exclusive use of office specs at the Arem comprised of approximately five hundred (500) square fact for the purpose of managing, administering and operating fic USHL member teem, Battlefield will be responsible for fornisldng, equipping and supplying the office spat& DICE will work with Battlefield to establish a telephone system and Internet access for the office apace, however all awls associated with the provision of these ervices cud equipment will be charged to Battlefield at DICE's standard charge miss. Battlefield shall have pill access to the office space. 13.6. ' USHL Guidelines. All facilities provided by DICE AS Battlefield pursuant to this Swtton shell bo in a fame and condition gwanlly comisieat will the guidelines published by the USHL for the administration and operation of USHL mennber mama. The parfies rewgnin that Battlefield Strait inspect all suchfadUfiw R the Arena sod confirm that Sitwell f IlilieS, in lheirw-built condition, awl At exceed such gNdelinw. Notwithstanding [tie foregoing, in the event Battlefield provide DICE with written notifiwlien that any facility Identified Above does not comply with the USHL g0idalinee end if modifications to the facility for compliance will not cause DICE Io incur any material capital wpendilums, as determined in DICE's sole discretion, Ihen DICE shall make the necessary Improvements for compliance. Battlefield shall immediately serve DICE with die USHL guidetmes. After construction n"newer 27 any changes to comply with USHL guidclhtes shell be nl the coat of Battlefield. 133. Luxury➢oxen. Battlefield shall have decants and exclusive right to sell soma and luxury boxes for ifs Battlefield Ice Hockey Games and for all other events at file Areas. Battlefield shall be responsible for all Nmitnre, fixtures and equipment in luxury boxes located at the Amna, Luxury boxes arc available for lease face Battlefield. 14. Practice Time. DICE shall provide Battlefield use of the Ice Rink at the Arena for practice subject to other scheduled events (cladimg, without limitation, Scheduled intercollegiate hockey genes or practices), nmuttenanse and operational needs as dellemined in the Arena Manager's sale dissection. The Arena Manager shall provide DaBlefield use of the Ice Rink duly of no charge during normal business hours (8am-7:30pm ceatml time) Monday- Friday we fhe Arenn is coMgnred for hockey and available es sal focal in tale Section l4 upon 98 Iwnr noose. Once the pre schedule is set, It may mat le changed wilhoat the Arena Advisory Board's approval. If pmelice secure before 600 era or between 10;00 pm and 12 era, Eanlefield shut pry DICB forpersonnel standard rates required to accommodels such pmcfee at Atenv's atandmd eM1arge rates. In addttlon, if We Arena is not configured for hockey on the day Batlleficldwlshes ro practice, Battlefield shall pay DICE forall vests incurted by DICB to convert the Arena to hockey configuration inalttding, but not limped to, p'a air equipment and ntitittesI all at DICB•s atendard cRvrge rates. The pmetice Time for Bagtefneld will 6e set busveen the hours of 8:00 e.m, and 7:30 p.m., for a period ofappmximately two home. I5. Personnel. Battlefield or the USHL shall provide, at no expense to DICE, the game personnel for each Ice Hockey Gamc, including, but not limited to, referee, scorekeeper•, timekeeper and public address nmmmeer. The party designated below, or its agent or connector shall, at that parry's sole expense, provide the additional personnel set forth below in a commercially reasonable summer for each Battlefield Iceiloekey Gems: 15.1. Lived Staff, Battlefield shall provide event supervisors, event leads, ticket takers, ticket sallue, ushem, Suet services staff and concierge personnel as reasonably determined by Battlefield. 15.2. Scantily Staff. Battlefield shall provide appropriate uniformed endtar non- unlieu ned law enforcement personnel and moved managers. Such security personnel shall remain on duty until fhe Arem is cleared of the general public. 15,1. Maintenance 3taffiCienning.DICB'S management designee shall provide all slats reasonably necessary to maintain the physical support services of the Arena during Battlefield Ica Hockey Games. This shall include, but not be limited to, maintaining tile Ice surface, HVAC system and electrical system, and providing an ice resurfacing machine operator for each ice resurfacing m�mwmma m machine used by Bottlefteld. DICH'S management designee shall also provide cleaning mews to maintain the Arena, public areas and private areas in a clean condition such as is customary in public venues of this kind and reasonably acceptable to DICE during and after all Battlefield Ice Hockey Games. IS.d, Pregame Setup/post game Shilling. Battlefield shall provide all staff end related expenses incurred to provide for the sat -up and tear down for all Battlefield Ice Hockey ounces (except that any removal or reinstallation of the dasher boards or ice short shall be perf cd by DICE at DICE's express). 15.5. Dax Office Mannger/llcket Seller. Battlefield shell provide a box office manager andstaffto provide rho SINNI s as set fall" barrio. 15.6. Emergency Medical Tcchnleinns("Mrs"). Battlefield shall provide Mrs re serve spectators, employees and players participating in Battlefield Ice Hockey Games 15.7, Additional Services. Battlefield shall provide game technieioos and spotlight Appearance as required to operate mry Arena sound, lighting or other operating System. l6. Intellectual and Prup rletmy Rights 16.1, DICE Eights. DICE shall retain rely and all rights, title and interest in the came of the Areas. Battlefield shall Include Has current name of the Arena as designated by DICE in any and all media when advertising or promoting any Ice Hockey Game or Battlefield's event at the Amex. Additionally, DICE hereby gmens to Batfiefield a license to use the name of the Arena on any novellyunless advised otherwise inwriting by DICE, 16.2. Battlefield Rights. Battlefield hereby giants to DICE a non-axelnsive worldwide license and right to use file Battlefield and Dubuque Fighting Saws name and logo in promotion of the Arena in all media. DICE shall have the right to display Battlefield's name and logo, including any names or Iagos associated with fire USHL.team owned by Battlefield in any promotional material regarding the Aram end any media Advertising the Aram. Upon request, DICE shall provide Battlefield Willi copies of such promotional material for Battlefield's review. in the event Battlefield demnines, in its reasonable discretion, that them has been any deviation or distortion of Battlefield's logo in any of these promotional mmteriala, then DICE shall work in good faith with Battlefield to mmedy such deviation or distortion on f mare promotional materials. Battlefield moms all other rights, title and licemat in and to Baflefeld's name and logo. Battlefield fudlmr grants DICE a non- exclusive worldwide licrme and right in use photographs and video footage from any Battlefield's Ice Hockey Games held at the Arena for promotional materials. For the purposes of this Section 16.22 any rights obtained by DICE n"concur to utilize the name and logo of Battlefield shall also be epplisble for any sucssornsme or logo ofHfialefreld. 17. Smoking. The Arena is a nonsmoking building. Battlefield shall lake reasonable steps to ensure compliance by its slsff, employs, invitee, guests, licensees, patrons and agents with all federal, slate or local laws and regulations and City policies applicable to smoking in the Arcne, Broadcast Rights. d shelf own st rights and for ig Battlefield's Ica Hockey Often", llarevenues Any costs simulated Willi the production ofm It broadcasts shall be paid by Battlefield. !0. Hockey Configuration, DICE shall at up the Arena In Hockey Configuration prior to an Ice Hockey Dane. "Hockey Configuration" shall include, but not be limited to, suitable lea surface, floor and dasher boards, scaling as def ed herein, penalty and Mot boxes, miles, and someboard.wllh a minimum of one microphone and an online Input for musical presentation through the Arena's sound system. The sound system will be provided by the facility. All attempt will be rnadc to secure a center hung 4- sided scorcbaord with video display capabilities. 20. Americans Willi Disabilities Act. DICE shall tense all permanent sbaclums of the Arena to comply with the requirements of the Americans with Disabilities Act timing the Term. Battlefield acknowledges and agrees that his programs, activities and events will comply with the requirements of the Americans with Disabilities Act during the Tam. 2l. Damage orDehveliar of the Arena. 21.1. Damage by Battlefield. If (he Arena or areas thercoflased to Battlefield are damaged during the Term by the act, default or negligence of Battlefield or its agents, employs, pabons, guests, Invitees, licensees or any person admitted in the premiss by Battlefield or dating any everd, operation or activity of Battlefield if sponsored by Battlefield, Battlefield shall pay to DICE upon demand such sums as shall be necessary to reface such premiss to their present condition; provided, however, [lint Battlefield shall not be liable for (lie negligent, mcklee or intentional misconduct of DICE, its employes or agents. Battlefield hereby assume fill responsibility for lire character, acts and conduct of all persons admitted to the premise or to any portion of the premises by the consent of Battlefield, during any event, operation or activity of Battlefield or with the consent of any person acting for and on behalf of Battlefield. 21.2. Arena Becomes Unusable. In the event the Arcne Is wholly or partially destroyed by fire or other casualty covered by the usual form of fire and extended coverage insurance and are rendered untenable, DICE shaE, to the Oxford of insurance proceeds actually received by DICE or the City of vmaanws 30 Dubuque and not required to Ix Paid to any mortgage or ground lessor, rebuild, nditionir ras when [lie singe waml faro shed to Battlefield PROMIM to Iendytile same lilts Agreement shall remain in effect during such period. NotwiBulanding the foregoing, the parties acknowledge that the City of Dubuque has the right to detmrdne what, If any, rebuilding, repair or mstorelion shall occur el We Arena mrd/oe leased premises in the event the same is wholly or partially doemayed, and that DICE is bound by such determination. in the event of must destruction, rent and all other charges incidental to Battlefield's use of the Arena shall abate during the period of recombination, and in the event of partial destruction, rent and all other charges incidental to Battlefield's use of the Arena shall abate during the period of mcotsatmclion in proportion to the extent of Bsttlefreld'a has of use of the Arena and/or leased premises; provided, that them shall be no abasement of runt or any other charges incidental to Battlefield's Ilse of tile Arena if the -fie or other ="city was caused by the act of Battlefield or Hardefiold's employees or Invoice, In the vent that the Agreement is terminated pmmnant to this Section 71.2, each party hereby waives any claim for damages or compensation, provided, however, that DICE shall not waive any claims in lire event the Agrrement is terminated duo to Hie act of Battlefield orBettlefield's employees or invitees. 21.3. Ualit ofield Ugnipmcnt and Imptrovmue¢ta. Battlefield shell be responsible for and shall providc its ow¢ insurance coverage, and supply DICH with reasonable evidence of snail coverage, with mapeet 10 any f ornhure, fixtures, Improvesnems, betterments, equipment and personal property belonging to Battlefield and placed by Battlefield in or upon the Arena and/or leased promises. Battlefield agrow and warrants to DICE Het any f insurence policy, extended coverage policy, casualty and loss policy, or other policy m policies carried by Battlefield In wrmeolion with this Agreement or the Arena or insuring Battlefield's Property or effects located themin shall contain a provision whereby the insurance uoriier waives any right of subrogation against DICE and the City of Dubuque, 22.insurance. Battlefield shall maintain, at its sofa coal and expense, the Insuranleffold ce on or in conncetion with the Battlefield aieasW area and to DIE Ice Hockey Games at the amosa se[ faith below. Battlefield shell furnish to DICE an Accord 25 Ceslifmte of lneurence no let" Ilan thhty (30) dap after execution of this Agreement, bin in no event less than fourteen 04) days prior to occupying any portion of Ilia Arena or leased premises, evidencing that Them is in efrcet far the Hockey Season, and will mmmn in effect fluonglent the Term of dris Agreement, the following forms of insurance, written by an insurer having a rating of not leas than AVI in But's insurance Guide (or which is athetwim acceptable to DICE), and licensed b do business in the State of laws. 22.1. General Liability Insurance. Battlefield shall maintain general public liability Insurance against claims far bodily injury, death or property damage 3i1AHr."..B till aeMng in or about lire Amnna, perking garage, growtds aatmnnding the Arena and any other site necesswy at used for the Intended Purpose In an aunt not less than $5,000,000 par occurrence foe bodily injury or death, liability ler mane of $1,000,000 porperson for any one person, and $500,000 for property damage. Baf0efield's Goneral Liability policy will name DICE DRA and the City ofDltbuque, their respective officers, directors, employees and agents as Additional Insureds. The insurance afforded to the Additional hcsumds under the General Liability policy must be primary insurance over any other valid or collectible inswnnce which the Additional Insured$ may havowilb respect to loss under the listed policy. 222, Workers' Compensation. Battlefield shall maintain workers' compensation insurance covetingall persons employed by Battlefield in connection with any work done on or about -the Arena for which claims for death or bodily Injury could be mated against DICE, Battlefield or the Anna. Such )nsmance shall be in accordance with statutory limits and shell include Employers Liability insuraeo and a Waiver of Subrogation ogaiml DICE DRA and One City of Dubuque, their respective officers, directors, employees and agwts. 22.3. Other Insurance. Battlefield shall maintain such other insurance on or in connection with the Arma as DICE mayreasonably require and which many time Is cornnconly obtained In connection with public event properties similar to the Arms. 22A. Authorized to Transact Business. All instruments required by this, Section 22 shall be written by companies of recognized Bunncial startling and authorized to do insurance business in the Slate of Iowa. If said insurance or any pact thereof shall expire, be withdrawn, become void or voidable, Battlefield shall Immediately obtalanew ins mane with the coverage aetfodh herein. 22.5. Canmlln0o11 of Insurance. Eeoh Insurance policy required in Oils Section 22 shall tde Ihat h may trot be canceled except after thirty (30) days prim writtem n nouotiw to DICE which shall be nosed on the policy. Each such policy shall also provide that any loss otherwise payable them under shelf be payable notwithstanding., (I ) my not or omission of DICE which might, absent such provision, result in occupation use oeany pats purposes opaymcnl, @7 the occupalionoruse attire Arms Yorpucposes mom hazardous than those pamitled bypmvisions ofsuchpelicy, (3) the existence of other policies of insurance covering the Arena against the pail involved, whether caleelible or not. 22.6. Compliance with Policy. Domiciled shall pay as they become due all premiums for the insurance required by Ibis Section 22, shall renew or replace fiRTTgr:�i: 32 eacI lie Or,shell promptly comply with and wnfoan to ellprovisions ofeark ce policy aid shall not take any action that may reach In the cancellation ofany insurance policies regarding the Arctic. Bach party to this Agreement may secure, at ita awn expense, any business intermptimn lnsmance it deems necessary. All patties shall list the other party as an additional insured for all insurance aalWord heroin. z3. mdammity. 23.1. DICE hereby indemnifies and agrees to hold hatless and to defend Battlefield's and its owners, directors, officers, eneloyecs, volunteers and players, and each of them, from and against any and all claims, demands, Bear, judgments, or Otherwise, resulting from or by reason of (I) rely violation of this Agreement by DICK and/or (if) death of or Injury to any person or damage m any property whotsoever and all other claims, expenses, fines, demands, actions and loans from any source that may happen or Occur as a result of DICE's (or its employee's, cmlmemm' err agents') negligence, intentional acts oromissions. 23.2, Battlefield agteesto pay, protect, indemnify, save andhold ImmlessDICE, its direclam, officers and employees, their successors mid assigns from and against ay and all liabilities, [case, damages, penalties, costs and expenses (including all reasonable attorney L and expenses), causes of notion, suite, claims, demands or judgments of any net= whatsoever, however caused, arising floor: (1) any injury to a death of any official, playa, participant, pahen, invitee, licensee, coach or staff a any Ica Hockey Geme,'lkyout Comp or pmatim that results from or is related to the use of the Area for its Intended Purposes, including but not tithed to, injuries or death resulting from any object or person(s) leaving the Ice Rink or any injury or death to person(a), player(s), coaches or staff participating In the Ice Hockey Gains; (7) any injury to or death of any person or any lass of or damage to any property In any manna arising in or around the Av en or the leased premises orolherwlsemvultug from any loaldockey Game or other activity, operation or use of [lie Arena or leased premises by Baflefreld; (3) any violation of any provision of this Agreement, or any contract or agreement to which Battlefield is a party; or (d) the deposit, smmge, disposal, initial, dumping, Ijeting, spilling, leaking g or any otherpinceme for rclese, or existence in or on the leased premises or Arens ofs haralous or axle substance, matter or waste as defined in any law, rule, regulators, statute or 33 ordinance; except fo We extent (1) - (4) arise f om 1Ne negligwce, intentional actor omission Of DICE. Battlefield agrees to def d, indemnify, and hold homeless the City of Dubuque, and its officers end employers from and against any and all claims of any kind arising out of the negligence of Battlefield, its officers, and employees, and anyone under the control of Battlefield or for whom Battlefield is responsible, In the performance of this Agreement. In case any action or proceeding is brought against either of fire panics to this Agreement or the City of Dubuques, their directors, officers or employees, by reason of any such claim, the parties hereby covenant upon notice from Ilia other party or Ilia City of Dubuque to competently resist or defend such action or proceeding by eaudsel of its choice, and to cooperate and assist In the defense of such action or proceeding if reasonably requested to do so. The obligations of the parties under this Section 23 shall survive any termination of this Agreements but shall apply only to obligations, events, marten or uu wllich clear or arise prior to the expiration or termination of this Agreement. 7A. Independent Contractors. It is understood and agreed by and between Benefield and DICE that any and all acts that a party or Its personnel, employers, agents, contractors or servants perform pursuant to the terms of this Agreement shall be undertaken as independent contractors and not as employees or agents of or joint partners ventures the other party. Neither party shall.heve tare authority to bind the other party by or with any contract or agreement or to impose try liability neon the other party. All acts and contracts of a parry shall be in its own name and act in the name of the other panty. 25. Default. 25.1. Battlefield Events of Default The following acts or emissions by Battlefield shall be deemed adefealtunder this Agreement ("Battlefield's Def all(l): (1) Baftlefieldfails to maintain its membership in the USHL in good standing; (s) Battlefield fails to ranks payment at times mid in the amounts required trader this Agreement; (3) Battlefield abandons and discontinues use of the Arena and [cased promises for the intended Purpose; (4) Battlefield fails to patient, keep and observe any leans, previsions, covenurts or conditions contained in [ilia Agreement; (3) Battlefield fails to abide by all applicable laws, ordinance, riles and regulations of 1hallniled Status State of Iowa, City of Dubuque or DICE Mating to Battlefield's rise of the Arena and leased premises; (6) Batlefheld fails to pay any voider for services or materials provided for the benefit of Battlefield In the Arena or leased arras thereof If 9RR,.'^rFl 34 Battlefield are othmwiso inquired hereunder to directly pay such vendors or If any lien is placed on the Arena or leased premises thereof by reason of say each failure by battlefield; or (7) Battlefield fails to acquire and constantly maintain insurance as provided In Section 22 during theTermoftbis Agreement. 25.2. DICE Events of Dofnulf.'fhe following acts or omissions by DICE shall be deemed adefault under this Agreement ("DICD's Default"): (1) DICE fails to comply with all applicable larva, ordinances, rules end mgulaliuns ofIhe United States, State of Iowa, or City of Dubuque; or (2) DICE fails Loon perform, keepthis orrobserve any term; provision, covenant or condition 25.4. IIztervnl Mediation, Hither part' any, upon written notice and within 10 days after the conclusion oby each al Mediation, elect ro aims a non -binding msalaliM procednre whereby each presents its case to a mutually Mediation, neutral mediation agrees torparfl . If a party elects ro utilize External M than 10 the other party agrees es Written t HearingsExternal will occur to more than 10 days alter a party serves written notice ro use Hxlemel Mediation. Each parry maybe represented at the Hearing by lawyers, if the matter cannot be resolved at such Hearing by The External Mediation proceedings will have been without p judice to the legal position of either party. The parties shall each bear their respective Coale hscurred in contraction with this procedum, except that (hey shall share equally We fees and expenses of the mediation and the costa of the facility for the Hearing. She parties will retain all other rights and remedies available to them at law or equity. 26. Force Malcom Neither, petty shall be liable to the other for damages if such pmt)'s performance Is delayed doe to Acts of Gad, including, but not Ihniled to, Din, flood, rmnosaao 35 taming, win, disaster, clot a ajeur "vent beyond such parties Section control (herein each celled a "Force Mejenre") exap[ as provided by Section 21. In each vent, the affected party shall promptly notify the other of the delay and to likely duration. Each party to Ibis Agrectnent may secure, at ila own expense, any business interruption lnsuoula It deems necessary. 27. Reality Excluaivityo Tim use of the Arena by other tenants may not infringe upon the rights of Battlefield and in no circumstances may another trout cause Battlefield to lose its priority status with refund to Ere ealuduling of Battlefield Ice Hockey Games, except for Stich special events as hosting the Iowa Games, Illinois and Iowa Special Olympics mid such other similar events. The parties agree to collaborate in bringing the USHL Fell Classic, USHL All Slot Estates and other special events to the Arens. 28. Arena Advisory Board. TleArcne Advisory Hoard is n select group of slakeM1oldors whoso function shall be to advise and make non -binding recommendations ro the DICE Board of Directors and the Arena Manager. The Anna Advisory Board shall among other things, saggestcapital Improvements and expenditures, determine the masteeschedule for the Aram, assist in establishing Facility Rules and Regulations, andprovidea voice for allslskcholdemusingtheArme. The Arena Advisory board shall be comprised ofthe following five (5) mentalism: A) Chairperson of theDICB Board of Directors, or designee; B) president and CEO of the DRA, or designee; C) Chairperson of the Battlefield Board of Governors, or designee; - D) City of Dubuque City Manager, or designee; B) president of Dubuque Youth Hockey or designee 29. GenaralAnvislona. 29.1, Captions, The pomgnnph had4ngs in Ibis Agreement aro used only far convenience iCoding the subject matter end aro not punt of tits Agrcoment or to he used in determining ins intern of We pining or otherwise interproting this Agieamenl. 29.2. Applicable Low. parties to Ibis Aeteement shall cordornr to all existing and applicable City ordinances, resolutions, stdo and federal laws and all existing end fimme sines and rugruatlons pertaining to the Areas. Iowa law will govern the terms and the performance under this Agreement. Any court proceedings shall occur In the Dnhuque County District Court, 29.9, Merger. This Agreement corvsdattes the entire agreement between the parties and supersedes all prior understandings and agreements, whether written or and, between the parties herero relating to the Arctic and the tmnnellon provided for herein. The parties have not relied upon any representations, warranties or other promises, except those expressly set forth herein. 36 29.4. Modifications. This Agreement may be modifed, emended, dischmged or waived only by an agreement in writing signed by the parry against whom enforcement ofsuch modification, anserdment, discharge or wmiveris caught. 29.5, Assignment. Battlefield shall have the right to assign this Agreenrent and its obligations hereunder with the express written consent of DICE, which consent shall not be unreasonably withhold, conditioned or delayed. All investors, stipulations and agreements m this Agreement shall extend to and bind the legal representatives, permitted successors and assigns of the r'espeetiva parties hereto. 29.6, Street document thalnuca All provisions of this Agreement and each and every t shell be attached hereto shell be a0lctly complied with eas written,, a that end no substitution or change shall be made except upon written dirccNonfimn en nmhorized represenlalive of the paztles.. 29.7, Notice, All notices, demands, requests, approvals, consents, offers, statements and other instruments of communications required or pernrined to be given punuanl to the provisions of this Agreement, shall be in writing mid shall be dcemed to have bam given when delivered in parson, by Federal Express or deposited in the United Slates mail by confect mail, remm receipt requested, postage prepaid, addressed to the other party at its address sot forth below IF TO BATTLEFIELD; Battlefield Dnbngne, LLC do Hriau 7. Schoanbom P.O. Box 817 St, Joseph, MN 56374 With n copy lo: Brian 1. Schoenborn, Leonard, Sireot and Deinard, PA 3900 Eighth Street North, Suite 102 St. Cloud, MN 56303 IP TO DICB: Dubuque Community ice& c/o F. Non Corner, Inc. 14 P. lla Vi Woodward, III 1450 Alla Vista Dubuque, Iowa 52001 With a copy to: lames H. Goodman, Jr. 0' Connor 8c themes P.C. 700 Locust Street, Suite 200 Dub upo%IA 52001 Flwowaw 2p 37 29.8, U.S. D011n11. All an MY emouuts expressed In tlsls Agreemwt are In United States Doaars. Payments shall also bemade in United States Dollars. 29.9. Late Payments. DICB Slwll received hamact at a One of 1'h %per month or the highest rate permitted by law, whichever is less, on any outstanding balance that is past due. 29.10. Invalid Provision. in the event any one or mom ofaea provisions contained in this Agreement shell for any merson be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceabllity shell not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 29.11. Execution in Coanteri nrb. This Agreement maybe executed many number of counterparfa, eech of which shall be deemed to be an original, and all of such counterparts shall constitute area agreement. Also, to facilitate execution of this agreement, the parties may execute and exchange by telephone fawimlhe counterparts of ate signature pages, which shall be deemed originals for all purposes of this Agreement. IN WITNESS WNEREOP, Iha pediee hereto hove exxnied Wis Agreement on the�day of Suit. 2099 (the "Bfl'scNve DICB: BATTLEFIELD: Dubuque ConoounityLoa & Iteemotion Can Battlefield que,LL eC now. F. Robert Woodward,➢[ Name: BrimJ. Schoenborn Title: President � Title: President n�viwaxs Exhibit 7.1 39 Dubu ue ice Arenas oneorahi Invanto Exhibit7.1 Term Penner DICE Cant rolledlnvanI -Per Bulldl EXWaof Plaza than Pe`rpetuay Per elul BRA Paikln Lot romed D EnI We -Recreational Fa er M11111-Use mealing Rwm E ul meat Skate rental OMws-ratreellonslan Concesalans Arse - manolonel on Tin case -Recreational Paclll Ticket Both Per tui Per etul Per slut Per elU Wwdvrerd Feml FouMatlon Mob Collin m&Buller AY McDonald - Pet elu@ P lui ruipstuil 10 Her Her Union Beer anniend &Celh S mean 10 Mws Reslroom - Recreational OnIY omen's Restroom Recreational Youth Hocks Bulletin HOW F ure Baconian Bullelln Board PMan BMW SulleUno tom on Bonny dwaten Boam &wm0ali Bullew Board Concesslan Area Chalm-Rom 1 Onl 10 San end Bee Smith 10 10 '10 Dr Field 10 u nsl 10 Agulia 2 10 Aquila 3 MMVVVVVVV 10 q LockerRwms- Recrolbnal 1 2 10 pe stoat Pel etuel Lnnead Jeck McCullouh 101atln WodwamrtJ&AWlin Fdlh Lon aFn Golan 0wslmuction E oConeWInto S Perpetual q Perpetual 0 = Perpetual S HS Team penhatual Pele&Blane Janeoke BMin Whitlows-Reoleelbol Bulklin Doare-Rorembnel Donor Weh b fmnl lobb 1 1 Nl Donors less then S70000. EVENT Relafsd have I Zambwl Per aWel WCIReI m Hereltl Sound stem Per loci DB&T 4 Sided Center Swrebol eano Patine ki roplarctulty eflaeluiN Pe I RaMba/cUlokehu a sl ese Companies BATTLEFIELD ermllll Swreboerd -ILGtle honom Swreboard l-112s1de Bolbm Swrebord 2-W610e Bottom Swu0oard 2-1/2 slaep moral Swreboard 3-Bottom m Swreboartl4•Bolbm Scoreboard Scoreboard2-To Scoreboard Swreboartl l - To 3-To q-To BATTLEFIELD BATTLEFIELD BATTLEFIELD BATTLEFIELD BATTLEFIELD Spam ermllun Spam ermI01n S eoe ermiltln Sew ermilOn S reerml0ln In IwL m Carrier ice Ruslrel Zona Lan 10 10 melsena American Trustand Savl , DB S T Jeff and Dlene BerlsaNFlexSlwl American stand Sevin s Nuelrel Zone Len Nuelrel ZoneR M1t hl 10 10 Eons it Rn hp Zone -Len Zune2-ftl hl ck Count Fischer Cam enles Rsoher Com antes Du aw BATTLEFIELD 10 10 10 Zone 2.M Nuelrel Zone Canter Nuelrel Zwe Center Zone l Carrier no 2 Center Goal Line Goal Line iD BATTLEFIELD BATTLEFIELD BATTLEFIELD BATTLEFIELD BATTLEFIELD SeatAreas To of Concourse slain To of Cenwurseswimia 6tah Rlsms Beal Becks Cu Hddam P Decks mean arena arena Per mul Kendall -Hunt Pubg8hinff Kendall -Hunt Publlshin BATTL FIELD BATTLEFIELD BATTLEFIELD BATTLEFIELD Per to Scorer Table Home Bench oMy Bench Home panalti AWW PemiLf 10 10 10 10 10 Truck Com en Thelsew Dub ua New Car Dealers Andemon-Weber SteelaAad 4'x B'Wall 8 ns SE arena 6lelmelli BE arena SlelWea2 1U 10 Fe It Beer US Bank Sfarena Slelrwml 3 10 Dr Field Abovsumbonl Zembonldser Home team riser 10 10 Richardson, Honkem entrance Abovs team en0alwe %risitirm team riser Ofllclal tunnel riser S na eAbWe Suites 10. 10 Premier Bank Faml li Baer BATTLEFIELD AOove Ram entrance Commume8 na BAMUIELD En -Evenl Dasher Boards BATTLEFIELD Two an Me left and dghtoflhe Home%=y benches a Amer Tival menlloned above. Two an the left and right of the Home/Away benches 2 S AmerTrust mentioned above. Two on the left and right orthe HomelAwaybanches 3 6 Herrin & Horde manlloned above. TWo on the left and right of the Home/Away benches & Herrla & Hornet manlloned above. we"0 alphtFoot ISAVLEFIELD NMing Team Looker Room BATTLEFIELD Homo Team Looker Room BATTLEFIELD E ormise Faclll BATTLEFIELD !vane Roof Bannem BATTLEFIELD vNNa reemanl of • Youth Hockey Assocelian will be encouragetl to ham Chamoonsiblia Banners all Soda already agreed b YAM Gantr Family (Pepsp and SnacIdddnk machines Fand &Bove a Farina -Evens DICEIBATTLEFIELD endure llnlimlted Balgefleltl a farell cash essoGal¢d Ne ne e/m nHian tth, mr call 42 ExLibit 10I 45 EXHIBIT C DICE ASSETS m WN. '� b;a�SNp�o5pSao�"a"pppy" .D�b�aW �Iy VSUSN��p�W GAo°u'�a e gw$�.'�5'�J$,w..a�88.W.�$ o �8NEt3,Seu�`�UuB$Gw$ �O POOPpppp $ 00$$$$$00$$$0000$ .A.. 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